Chapter_11

Chapter_11 - M&A Deal Structuring Process: Payment...

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M&A Deal Structuring Process: Payment & Legal Considerations
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Course Layout: M&A & Other Restructuring Activities Part IV: Deal Structuring & Financing Part II: M&A Process Part I: M&A Environment Payment & Legal Considerations Public Company Valuation Financial Modeling Techniques Business & Acquisition Plans Search through Closing Activities Part V: Alternative Strategies Accounting & Tax Considerations Business Alliances Divestitures, Spin-Offs & Carve-Outs Bankruptcy & Liquidation Regulatory Considerations Motivations for Part III: M&A Valuation & Modeling Takeover Tactics and Defenses Financing Strategies Private Company Valuation Cross-Border Transactions
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Learning Objectives Primary Learning Objective: To provide students with a knowledge of the M&A deal structuring process Secondary Learning Objectives: To enable students to understand the primary components of the process and common linkages.
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Deal Structuring Process Deal structuring involves identifying The primary goals of the parties involved in the transaction; Alternatives to achieve these goals; and How to share risks. The appropriate deal structure is that which Satisfies as many of the primary objectives of the parties involved as necessary to reach agreement Subject to an acceptable level of risk
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Major Components of Deal Structuring Process 1. Acquisition vehicle 2. Post-closing organization 3. Form of payment 4. Form of acquisition 5. Legal form of selling entity 6. Accounting Considerations 7. Tax considerations
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Factors Affecting Alternative Forms of Legal Entities 1. Control by owners 2. Management autonomy 3. Continuity of ownership 4. Duration or life of entity 5. Ease of transferring ownership 6. Limitation on ownership liability 7. Ease of raising capital 8. Tax Status
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Chapter_11 - M&A Deal Structuring Process: Payment...

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