Mergers and Acquisitions Handbook for Small and Midsize Companies


Unlike the M&A fever that gripped so many large, publicly held corporations in the 1980s, the mergers and acquisitions activity of the 1990s is primarily centered around small and midsize businesses. But the sale and purchase of these companies present a unique constellation of problems, pitfalls, and challenges that may lead the unprepared buyer or seller to disappointment, difficulty, or even disaster. In this book--the only mergers and acquisitions guide that focuses on small and midsize companies--experts from every profession and specialty related to the sale or acquisition of a business lead buyers and sellers step by step through each phase of the M&A process. Their aim is to help both parties avoid hazards and mistakes and arrive at a fair and mutually profitable arrangement.

Beginning with the basics, the book offers an overview of the market: the size and type of businesses covered; who the buyers and sellers are; why businesses are put up for sale; how to prepare a business for sale; and how to size up a business that is on the market. The book's second section looks at financial and valuation issues, a particularly important area when purchasing companies that are not subject to SEC regulations. Coverage includes normalizing historical financial statements, using financial forecasts, determining real ROI, valuation methods for midsize companies, and determining the value of partial ownerships, intangible assets, and business risk characteristics.

After a detailed examination of legal issues, the book explores the roles of outside professionals in the M&A process, including intermediaries, attorneys, accountants, business appraisers, and machinery and technical appraisers. The book concludes with a look at various ways of structuring the final deal and the pros and cons of each arrangement from both the buyer's and seller's perspectives.

With 36 self-contained chapters that can be read in sequence or consulted independently, Mergers and Acquisitions for Small and Midsize Companies is both a comprehensive M&A tutorial for newcomers to the process and an indispensable reference for professionals involved in any aspect of the buying and selling of small and midsize companies.

A Step-by-Step Guide to Buying and Selling a Business from a Distinguished Group of Recognized Experts

Mergers and Acquisitions Handbook for Small and Midsize Companies is the perfect guide for anyone who is selling a business or hoping to buy one. Each of the nearly 30 contributors is a recognized expert in a particular aspect of the M&A process. These authors explain their topics from the ground up, assuming no previous experience on the part of the reader and addressing the subject from every conceivable angle.

Areas of discussion include:

  • Fundamentals of the mergers and acquisitions process
  • Financial and valuation--normalizing historical financial statements, utilizing forecasts, valuation methods, and more
  • Legal aspects--disclosure requirements, due diligence, advisor engagement letters, closing documentation
  • The role of outside professionals--intermediaries, attorneys, accountants, business appraisers, and machinery and technical appraisers
  • The deal itself--deal structures, creative financing strategies, a case study, pros and cons of ESOPs, and much more

THOMAS L. WEST is the owner of Business Brokerage Press, a firm that publishes newsletters and educational materials for the business brokerage and intermediary market.

JEFFREY D. JONES is Chairman of Certified Business Brokers in Houston, Texas, and President of Certified Business Appraisers.

Mr. West and Mr. Jones are coeditors of the Handbook of Business Valuation, also available from Wiley.
Partial table of contents:


Defining the Midsized Company and the Market (T. West).

Who Are the Buyers?

(T. West).

Growth by Acquisition (J. Jones).


Utilizing Forecasts to Maximize Acquisition Success (R. Machiz).

Selling Partial Ownership Interests: Levels of Value (Z. Mercer & J. Julius).


Advisor Engagement Letters (G. Hubbard).

Closing Documentation (W. Dunn).


The Role of the Lawyer (A. Bonis).

The Role of Machinery and Technical Appraiser (L. Miles).


The Blue Pill: Creative Financing Strategies for Business Acquisitions (J. Slater).

Due Diligence Process for Buyers: Discovering the Truth (L. Stirtz).