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Mergers & Acquisitions: An Insider's Guide to the Purchase and Sale of Middle Market Business Interests


Praise for Mergers & Acquisitions

An Insider's Guide to the Purchase and Sale of Middle Market Business Interests

"All I can say is WOW. It took the king of Middle Market M&A to finally write THE definitive book to Middle Market investment banking. This book is comprehensive, insightful, and entertaining all at the same time. A must-read for dealmakers."
—Andrew J. Sherman, M&A Partner, Dickstein Shapiro, and author, Mergers & Acquisitions from A to Z

"Dennis Roberts really hits a home run with his new book, Mergers & Acquisitions:An Insider's Guide to the Purchase and Sale of Middle Market Business Interests. This book is the definitive authoritative guide on the practice of Middle Market M&A. It answered all my questions, plus some, and gave me a complete frame of reference where I can now feel well informed. I would recommend this well-researched book, which draws on Mr. Roberts's substantial experience in the field, to anyone connected to or wanting to get into M&A."
—Parnell Black, CEO, National Association of Certified Valuation Analysts

"This comprehensive overview cuts through the jargon and alphabet soup to give the readers a highly informative new perspective on the large and extremely fragmented Middle Market! Only an accomplished industry veteran could author this comprehensive summary of thought-provoking ideas. Arguing for a whole new mindset to better understand the needs of both buyers and sellers in the 'no man's land' marketplace, Roberts does a masterful job separating hype from the reality."
—Michael R. Nall, CPA, CM&AA, founder, Alliance of Merger & Acquisition Advisors

"A true tour de force by one of the most savvy Middle Market investment bankers I've known. Dennis imparts a rare combination of tremendous substantive knowledge (even to someone like me who has been an M&A lawyer for years), keen insights into the inner workings of Middle Market investment bankers and their banking firms, and a dry wit sprinkled with apocryphal stories and more than a few sports analogies. This is a serious, worthwhile, and enjoyable read!"
—Steven L. Meltzer, Esq., Pillsbury, Shaw Pittman Former or current member or chairman of managing board, corporate/technology practice, and life sciences practice

Dennis J. Roberts,  CPA, CVA, ABV, is Chairman of The McLean Group, LLC, a national M&A firm whose primary focus is on Middle Market businesses. He lectures, teaches, and writes on M&A, business valuation, and corporate finance to national audiences, having more than thirty-five years of accounting and investment-banking experience involving a multitude of transactions across a wide variety of industries and markets. He is a regular contributor to various journals, including Thomson's Valuation Strategies and the Journal of Accountancy. He testifies frequently as an expert witness and was the chief valuator of the Nixon Watergate Tapes.
About the Author.



Preface: A Profession.

A Career in Middle Market Investment Banking.

The Origins of a Deal Junkie.

The Deal Junkie Arrives (Almost).

Why Another M&A Book?

My Intended Audience.

Happy Families.

Disclaimers, Apologies, and Modest Lies.

CHAPTER 1 The Middle Market Is Different!

CHAPTER 2 Drivers of Middle Market Activity and the Sellers.

CHAPTER 3 Finding—and Understanding—Buyers in the Middle Market.

CHAPTER 4 Preparing a Middle Market Business for Sale and Running the Business while Selling It. 

CHAPTER 5 Rewarding and Retaining Key Staff in Connection with a Business Sale: Blackmail or Justice?

CHAPTER 6 Crystal Balls and Timing the Sale of a Middle Market Business.

CHAPTER 7 The Confidential Information Memorandum.

CHAPTER 8 Confidentiality While Doing the Deal.

CHAPTER 9 Middle Market Investment Bankers and Intermediaries.

CHAPTER 10 The External M&A Team, and Using the Team Correctly.

CHAPTER 11 Anyone Can Do M&A—Right?

CHAPTER 12 Two Types of Auctions: The Informal Auction and the Controlled Auction.

CHAPTER 13 Financial Services Agreements, Estimating Professional Fees, and the Importance of Integrity around Large Sums of Money.

CHAPTER 14 Investment Banking Representation on the Buy Side.

CHAPTER 15 The Letter of Intent: The Most Critical Document?

CHAPTER 16 Some Thoughts on the Psychology of M&A Negotiations.

CHAPTER 17 Initial Meetings with Buyers, Pricing the Company, and Pacing the Negotiations.

CHAPTER 18 Consideration and Deal Structure.

CHAPTER 19 Earnouts.

CHAPTER 20 The Proof Phase, or the Final Days.

CHAPTER 21 After the Nuptials: Postmerger and Acquisition Failures.

CHAPTER 22 Does a Sales-Side Client Need an Appraisal before Going to Market?

CHAPTER 23 The Rules of Five and Ten and the Super Rule of Five in M&A Valuation.

CHAPTER 24 An Introduction to the Basic Art and Science of Valuation (Sales-Side versus Buy-Side) as Applied to M&A Transactions, and Flavors of EBITDA Explained.

CHAPTER 25 A Brief Discussion of Multiples and Multiple Realities.

CHAPTER 26 Qualitative Values Inherent in the Target Company.

CHAPTER 27 M&A Conventions and Establishing Balance Sheet Targets.

CHAPTER 28 Special M&A and M&A Valuation Topics.

CHAPTER 29 Common M&A Taxation Issues.

CHAPTER 30 The Business of Middle Market Investment Banking.

CHAPTER 31 A Postscript: The Capital Markets.

CHAPTER 32 Another Postscript: The Unbundled Approach to Formal Valuation.

A Bird, a Plane?