Applied Mergers and Acquisitions. Robert F. Bruner
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PART Three: Diligence, Valuation, and Accounting
CHAPTER 8: Due Diligence
INTRODUCTION
THE CONCEPT OF DUE DILIGENCE
DUE DILIGENCE PRINCIPLES AND STRATEGIES
PROCESS: TIMING, TEAM, AND OUTPUTS
TARGET’S VIEW: PRESSURE AND THE DATA ROOM
WHAT TO LOOK FOR: FOCUS ON KNOWLEDGE
SOURCING INFORMATION
EXCELLENCE IN DUE DILIGENCE
APPENDIX 8.1 Comprehensive Overview of Due Diligence: Knowledge, Information, Data
LEGAL ISSUES
ACCOUNTING ISSUES
TAX ISSUES
INFORMATION TECHNOLOGY ISSUES
RISK MANAGEMENT ISSUES
ENVIRONMENTAL ISSUES
MARKET PRESENCE AND SALES ISSUES
OPERATIONS ISSUES
REAL AND PERSONAL PROPERTY ISSUES
INTELLECTUAL AND INTANGIBLE ASSETS ISSUES
FINANCE ISSUES
CROSS-BORDER ISSUES
ORGANIZATION AND HUMAN RESOURCES ISSUES
CULTURE ISSUES
Data
ETHICS ISSUES
NOTES
CHAPTER 9: Valuing Firms
INTRODUCTION
RULE #1: THINK LIKE AN INVESTOR
RULE #2: INTRINSIC VALUE IS UNOBSERVABLE; WE CAN ONLY ESTIMATE IT
RULE #3: AN OPPORTUNITY TO CREATE VALUE EXISTS WHERE PRICE AND INTRINSIC VALUE DIFFER
RULE #4: SO MANY ESTIMATORS, SO LITTLE TIME— IT HELPS TO HAVE A VIEW
RULE #5: EXERCISE ESTIMATORS OF INTRINSIC VALUE TO FIND KEY VALUE DRIVERS AND BETS
RULE #6: THINK CRITICALLY; TRIANGULATE CAREFULLY
RULE #7: FOCUS ON PROCESS, NOT PRODUCT
RULE #8: WHEN IN DOUBT, SEE RULE #1
VALUATION CASE: CHRYSLER CORPORATION, MARCH 1998
APPENDIX 9.1 Value Merge.xls: When and How to Use the Model
WHEN TO USE THE MODEL
GOOD PRACTICE: EXERCISING THE MODEL
LAYOUT AND CONTENTS
MODELING RULES
NOTES
CHAPTER 10: Valuing Options
OVERVIEW
OPTION BASICS
OPTION PRICING THEORY
OPTION APPLICATIONS
A PRACTICAL GUIDE TO VALUING FINANCIAL OPTIONS
CONCLUSION: FIVE GENERAL LESSONS FOR THE M&A DEAL DESIGNER
NOTES
CHAPTER 11: Valuing Synergies
THE CONCEPT OF SYNERGY WHEN ONE THINKS LIKE AN INVESTOR
SYNERGY ESTIMATES MUST BE A CENTRAL FOCUS OF M&A ANALYSIS
A FRAMEWORK FOR SYNERGY ANALYSIS
ESTIMATING SYNERGY VALUE, WITH EXAMPLES
SYNERGIES IN THE DAIMLER/CHRYSLER MERGER
RULES OF THUMB
CONCLUSION: OBJECTIVITY ABOVE ALL ELSE
NOTES
CHAPTER 12: Valuing the Firm across Borders
INTRODUCTION
HOW BORDERS AFFECT M&A VALUATION
STRATEGY FOR DCF APPROACH: HOME VERSUS FOREIGN VALUATION
ADJUSTING CASH FLOWS
ESTIMATING THE DISCOUNT RATE FOR FOREIGN CASH FLOWS
RECAPITULATION: