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Analyst Considerations of a Taxable Stock Purchase M&A Structure

Transaction Structure Considerations on Target Company Value Valuation analysts do not have to be investment bankers to value an M&A candidate, but they do need to understand taxable and non-taxable stock acquisitions. This discussion summarizes some of the tax benefits—and some of the tax complexities—associated with a taxable stock purchase deal structure. Although the analyst is not expected to be th ...

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2014 Purchase Price Allocation Study

The 2014 Purchase Price Allocation Study by Houlihan Lokey is complete and available for you to download.  Included in this study is their review of public filings for merger and acquisition transactions, and shows how they analyzed the portion of purchase consideration allocated to tangible assets, intangible assets, and goodwill. To download your complimentary copy, click: 2014 Purchase Price Allocation S ...

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Post-M&A Disputes

What Financial Advisors and Quantum Experts Should Consider in this Growing Market Neither the seller nor the buyer intends a dispute to arise as a result of a successful or failed M&A transaction. However, due to the economic importance of M&A decisions and the high purchase prices paid, contentious situations can be observed in around ten percent of all M&A transactions as studies have shown. ...

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Fairness Opinions and Down Markets

Does anyone know what the future holds for markets?  Perhaps fairness options can help financial advisors seek the answers they are looking for.  Jeff K. Davis, Managing Director of Mercer Capital’s Financial Institutions Group, explores this option and some issues to consider when deciding if it should be used in a falling market.   To read more about the results of this report in the Mercer Capital's ...

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Dissenting Shareholder Appraisal Rights and Shareholder Oppression Claims

Similarities and Differences in Securities Valuation Over the past three decades, the number of both dissenting shareholder appraisal rights claims and shareholder oppression claims have increased significantly. This increase has created a demand for forensic-related business and security valuation services. Valuation analysts are not legal counsel, of course. However, valuation analysts who practice in thi ...

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Treatment of Selling/Employee Shareholder

Transition Period Payments After a Business Acquisition Owner’s of closely held businesses will usually be required to remain active in the business after the same is sold. This article examines two key questions related to such post-transaction transition payments: (1) how much should the buyer pay to the sellers for these transition period services, and (2) how should these transition period payments be s ...

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Life Insurance Policy Audits

Dispute Defensible Best Practices, Part 3 of a three-part series In this third part, the last of a three part series, the author stresses that in order for a policy “review” or annual statement to rise to the level of a true “audit”, it needs to incorporate all elements of the above criteria. It needs to do this in a format providing actionable information. Without actionable information, a “review” cannot ...

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Life Insurance Policy Audits

Dispute Defensible Best Practices (Part 1 of 3) TIn this first part of a three part series, the author suggests that while there are many articles about how to properly analyze a life insurance policy to determine its value, the critical analysis that is needed is not to ascertain value, but to determine viability. Professional advisors involved in buy-sell and exit and succession planning will want to foll ...

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A Capital Raise in Acquisition Clothing?

M&A is an infrequent occurrence among business development companies (BDCs). “Under the external management model, the opportunity for material cost savings is limited, and prices at or near NAV indicate that investors assign little ‘franchise’ value to the lending and origination platforms.” Travis W. Harms, of Mercer Capital’s Financial Reporting Valuation Group, discusses the recent acquisition of MCG Ca ...

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Valuation of Contingent Consideration in M&A Transactions

Companies often use contingent consideration when structuring M&A transactions to bridge differing perceptions of value between a buyer and seller, to share risk related to uncertainty of future events, to create an incentive for sellers who will remain active in the business post-acquisition, and other reasons says Lucas M. Parris, a senior member of Mercer Capital’s Financial Reporting Valuation Group ...

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Fairness Opinions: Evaluating a Buyer’s Shares from the Seller’s Perspective

M&A activity has accelerated substantially in 2014 following the financial crisis.  When an acquisition proposal is being weighed, there needs to be a thorough vetting of the buyer’s shares.  A fairness opinion evaluates the investment merits of the shares before and after a transaction is consummated says Jeff K. Davis, CFA with Mercer Capital.  This article discusses the key questions you need to ask ...

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Using ESOPS in Succession Planning

A Case Study An ESOP is one of many options available to business owners considering succession-planning options. There are substantial advantages, but there are also regulatory and cost considerations. A feasibility study may suggest whether the ESOP is an appropriate option. In this article, authors Kelly Finnell and Andrew Holmes share their views on when an ESOP is feasible using a case study. ...

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A Note on ESOP Valuation

A Note on ESOP Valuation[1] One of the most critical issues regarding valuation is the concept of adequate consideration.  The ESOP trustee cannot pay more than “adequate consideration” for the stock it purchases.[2]   In the context of an ESOP, ERISA defines adequate consideration as the stock’s “fair market value…as determined in good faith by the trustee…”[3]  The proposed Department of Labor regulations ...

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Factors Affecting Succession/Exit Planning in the Veterinary Industry

Revenues in veterinary practices continue to climb, but profitability has fallen. The supply-demand currently favoring sellers is about to change, and that is expected to impact sellers. These practices have options—other than selling to a consolidator—and will remain attractive to associates; however, vet practices will need to be proactive to control costs to command a better price. ...

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Media Mergers to Increase in 2015

  While the Comcast/Time-Warner merger is pending with the FCC, another mega deal has fizzled out. Toy giant Hasbro got cold feet in its $3 billion bid for DreamWorks Entertainment after its stock slid five percent after investors deemed the price way too high. Not to worry though, a new report from Ernst & Young showed 40 percent of media executives surveyed said they expected to make a buy someti ...

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M&A as a Growth Strategy

  Merging with or acquiring another company isn’t just about consuming or becoming bigger than the competition. In an in-depth article with ABF Journal, Phil Isom and Dan Tiemann of KPMG outline the deals their organization has pursued in the last 12 months and the strategies behind them. The authors detail how M&A can and should be used as a growth strategy with an eye on bringing new talent, tool ...

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