M&A, mergers and acquisitions, is no longer reserved for large corporations. For small and mid-sized companies, buying, selling or merging with another business can cut years off organic growth, as long as the deal is well planned. This e-book, by Rafael Cocolichio and Vitor Rosa of Vispe Capital, explains the big companies' game in the language of people who run a small or mid-sized business.
What's inside
- M&A fundamentals and strategy: why speed and strategic impact make the difference.
- Buyer and seller motivations: synergies, expansion, technology and diversification on one side; liquidity, succession, restructuring and market timing on the other.
- The steps of a deal: strategy, preparation, teaser, NDA and CIM, non-binding offers, due diligence, signing, closing and integration.
- Legal structures: acquisition, merger, incorporation, spin-off, drop down and the Brazilian isolated production unit (UPI), plus primary, secondary and mixed transactions.
- Valuation and pricing: discounted cash flow, WACC, multiples and precedent transactions.
- Contracts and key clauses: SPA, representations and warranties, escrow, conditions precedent, tag-along, drag-along, earn-out and MAC.
- The role of the financial advisor and the deal's risks: tax, regulatory, contractual, integration and due diligence risks.
Who it's for
- Business owners considering selling, buying or merging with another company.
- Partners in family businesses planning succession.
- Managers who want to understand the language of investors and advisors.
How to use it
Read the chapters in order to understand the full process, and come back to the chapters on structures and contracts when you are facing a real offer.
