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Capital Budgeting in 30 Minutes

Switching costs for capital investment are high and do-overs are expensive.  Travis Harms, Mercer Capital’s Financial Reporting Valuation Group lead, shares this whitepaper in order to assist directors and shareholders in evaluating proposed capital projects and contributing to capital budgeting decisions that enhance value. To read the full article in Mercer Capital's Financial Reporting Blog, click: Capit ...

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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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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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Legal Implications for Hospital Boards, In-House Counsel, and Management to Consider to Avoid a Broken Deal

Merger and acquisition activity in the healthcare industry has increased over the past few years. The playbook used in the past has shifted. In this article the authors share their views on whether and when to announce the deal, the importance of conducting pre-deal due diligence, appearing before the Board of Directors, understanding the constituents that are needed to succeed, and conducting pre-market du ...

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Healthcare M&A Focuses on Outpatient Facilities

While mergers and acquisitions within the healthcare sector are expected to grow this year, the bulk of the deals will likely involve targets such as large, outpatient care centers and allied healthcare facilities, as opposed to large in-patient hospitals. This analysis comes as part of a white paper recently released by Ponder & Co. Also included were projections that nonprofit institutions will be the ...

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M&A Looking Up for Middle Market in 2014

In an optimistic prediction from Reuters, middle market M&A activity should carry lots of opportunities throughout 2014.  The positive outlook comes after a combination of more certainty with respect to Fed tapering and fewer concerns about government stalemates.  The prediction also relies heavily on the observation that companies previously focused on cost savings have begun to shift their attention t ...

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Strategic Maneuvers

Gaining a competitive advantage for the mid- and small-market businesses In response to McKinsey & Company’s published article, “M&A as Competitive Advantage,” Bart Basi and Marcus Renwick explore the usage of M&A as part of a larger strategy, rather than a stand-alone deal. Special focus is given to the benefits relating to mid-market and small, closely held businesses, where the bulk of M& ...

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Using F-Reorganizations Strategically in Mergers and Acquisitions Transactions

Avoiding problems with an SMLLC This article reviews the benefits of considering the use of F-reorganization in mergers and acquisitions in addition to the more familiar disregarded entities (DEs) or single member limited liability company (SMLLC). F-reorganization can be used to overcome specific challenges, particularly as they relate to an SMLLC. ...

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The Role of Earnouts in Acquisitions

Earnout Variables Often Account for 15 to 25 percent of Purchase Price in many Middle Market Acquisitions. Here are Tips for Structuring Them Carefully Earnouts typically appear in a large number of middle-market deals, usually accounting for 15 to 25 percent of the total purchase price.  While an earnout can to be an elegant solution to “close the gap” between seller and buyer, the fact is earnouts are com ...

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Best Intentions: The Letter of Intent, Seller Beware

Buyers and Sellers Have Different Relative Negotiation Advantages, and the Letter of Intent in an Engagement Helps Define Terms. Here’s How. While perhaps not the longest or most expensive document among those found in the in the M&A process, the letter of intent (LOI) may well be the most important, particularly to the seller. The LOI sets the tone for the transaction and serves as the road map for the ...

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‘Win-Win’ Transactions: Keys to Successful M&A Negotiations

Both Buyers and Sellers Should Follow a Careful Process to Realize a Successful Transaction. Here are Some Tips A successful business sale will ideally leave both the buyer and seller feeling the transaction was a success. Charles Andrews recaps questions that he asks sellers before accepting an engagement as a transaction advisor and lists ten steps defining a business sale process most likely to satisfy b ...

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5 Must-Ask Questions for Business Buyers —Inc.com

Many Business Buyers Probably Have Some Boilerplate Questions Ready to Ask Business Sellers — But May be Missing the Most Important Ones.   Mike Handelsman, group general manager for BizBuySell.com and BizQuest.com, the Internet's largest and most heavily trafficked business-for-sale marketplaces, recently advised readers at Inc.com that if they're thinking about buying a business, they should put extra eff ...

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SEC Enrolls in Private Equity 101 —PE Manager

With Limited Resources, the SEC is Using a "Risk Analytics" Strategy to Target Areas of Concern, Explains Exec at Conference Recent examinations of newly SEC-registered private equity firms is helping regulators understand the complex world of private equity, according to delegates and speakers at PEI’s CFOs and COOs Forum 2013 in New York, writes Nicholas Donato at Private Equity Manager.  More: ...

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Fight the Nine Symptoms of Corporate Decline —Harvard Business Review Network Blog

Watch Out for Decreases in Communication, Respect, and Aspiration; Increases in Isolation, Negativity, Rifts.  Good News?  It Can Be Cured. Rosabeth Moss Kantor asks on the Harvard Business Review Blog Network:  How do you know a team, company, or country is on the slippery slope of decline and needs a culture shift?  She writes that she found nine universal warning signs of change-in-the-wrong direction in ...

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Want to Kill Innovation at Your Company? Go Public. —WSJ, ABJ: Citing Stanford Business School Study

Innovation Decreased by 40% at Technology Companies After They Went Public, Finds Stanford Graduate School of Business Study Leslie Kwoh at the Wall Street Journal reports that while many tech entrepreneurs dream of taking their companies public, they may want to think twice.  While public offerings raise cash, new research suggests that IPOs can also result in stunted innovation at technology firms.   Here ...

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Book Review: Middle Market M&A: Handbook for Investment Banking and Business Consulting

40 Percent of the U.S. GDP is in Privately Held Businesses. Here’s What You Need to Understand and Operate in This Market. Performing business valuation and mergers and acquisition work requires understanding a number of core discipline areas. With the expanded understanding of middle market finance, it is helpful to have a roadmap to complete any successful transaction or engagement.  ...

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Five Things to Know about Business Valuation When Making an Acquisition —Smart Business

Beyond Deal Price, Consider Deal Structure, Earnouts, and Appropriate Standard of Value    When one company is acquiring another, the deal price is often the primary factor considered. Too many times, however, critical issues are overlooked, explains Sean R. Saari, CPA/ABV, CVA, MBA.  Smart Business spoke with Saari about five questions any business valuation any acquirer needs to consider:   ...

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Smart Acquisitions Drive Growth. Here’s How to Get the Owner to the Table.

Competitive Intelligence is Key to Smart Acquisitions Part of growth is acquisition.  To do smart acquisitions, you need insight into a business owner’s thoughts—specifically, her concerns vis-à-vis selling the businesses. These are not questions with simple yes or no answers; it’s more critical to figure out what an owner thought was missing in previous acquisition overtures. What, aside from price, will i ...

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Third-Party Valuation Opinions and Private Equity: A Conversation with Houlihan Lokey Managing Director Cindy Ma –Private Equity Manager

Private Equity Manager reports that with regulators looking over their shoulders, some GPs are playing it safe by hiring third-party valuation advisors to check their numbers. However not all third-party opinions are equal, warns Cindy Ma, managing director at advisory-focused investment bank Houlihan Lokey.  PE Manager's Nicholas Donato talked with her recently.  Here are excerpts:  There was a feeling of ...

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