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Mergers and Acquisitions Playbook: Lessons from the Middle-Market Trenches


Praise for Mergers & Acquisitions Playbook

Lessons from the Middle-Market Trenches

"My experiences with more than twenty acquisitions and divestitures, both domestic and international, are accurately reflected in this 'Playbook.' A good acquisition is a thing of beauty, a bad one a curse for many generations. Follow Mark's guidance to the rules of the 'game' and you will come out a winner! We did when we worked with Mark on one of our most important projects."
—Kurt Wiedenhaupt, former Chairman and CEO, American Precision Industries

"The Mergers and Acquisitions Playbook will be an invaluable tool for anyone who is considering selling their business. Mark Filippell incorporates all of the knowledge and experience he has gained from nearly thirty years of working on M&A. The book is well written and easily understood, even for readers who have not been exposed to the world of M&A."
—John G. Nestor, Chairman and CEO, Kirtland Capital Partners

"This extremely readable and thorough book by a veteran 'middle market' investment banker is a 'must' for anyone thinking about selling (or buying or even investing in) a business in that range. He covers almost everything, with useful appendices. His Michigan Law School roots embolden him to include a section on 'Managing the M&A Lawyer.'"
—Richard W. Pogue, former Managing Partner and now Advisor, Jones Day

"The Mergers and Acquisitions Playbook is the 'how to' that you don't learn in business school and is recommended reading for any corporate executive looking to either buy or sell a business. Mark goes way beyond the numbers and reveals the strategy behind executing a good deal."
—Richard D. Weber, President, Atlas Energy, Inc.

"Mark Filippell's Mergers and Acquisitions Playbook offers an experienced professional's comprehensive view into how investment bankers really do sell businesses. It includes a wealth of practical techniques and approaches that makes a difference at every stage of the sale process. As promised, this book really does 'level the playing field.'"
—David L. Jaffe, Managing Partner, Centre Partners Management LLC

MARK A. FILIPPELL is a co-founder and Managing Director at Western Reserve Partners, an M&A boutique. He has nearly thirty years of investment banking experience and has personally completed over 125 merger and acquisition transactions. Prior to co-founding Western Reserve Partners, he was the manager of the Mergers & Acquisitions Department at KeyBanc Capital Markets and McDonald Investments. His clients have included Eaton, Novar Electronics, Claymont Steel Holdings, Liqui-Box, General Electric, Computational Systems, Excel Mining Systems, and MascoTech.



Chapter 1: Why People Sell Businesses.

Honesty Is the Best Policy.

Most Common Reasons People Sell.

Proactively Making the Sale Decision.


Chapter 2: Should the Seller Hire an Intermediary?

What Do Investment Bankers Do Anyway?

Criteria for Selecting an Investment Banker.

Investment Banker Fees.

Choosing the Right Investment Banker.


Chapter 3: What Is the Business Worth?

Valuation Methodologies.

Applying Valuation Theory to Real-World Situations.


Chapter 4: The Difference between “Value” and “Currency”.

Mediums of Exchange in M&A.

Sale of a Company's Stock.


Chapter 5: Taking Advantage of the Seller's Unfair Advantages: Prepping and Timing.



Involving the Management Team.

Informing the Workforce.




Chapter 6: Preparing the Documents.

The Offering Memorandum.

The Executive Summary.

The Management Presentation.

The Data Room.

The Definitive Purchase Agreement.


Chapter 7: Identifying and Cultivating the Right Buyers.

Strategic Buyers.

Financial Sponsors

Diversification Parties.



Family Members.


Chapter 8: How Many Buyers to Approach?

Negotiated Sale.

Limited Auction.

Broad Auction.


Chapter 9: Approaching Prospective Buyers.


Distributing the Offering Memorandum to Buyers.

Securing Buyers' Indications of Interest.

Appendix 9A: Confidentiality Agreement.

Appendix 9B: Sample Process Letter.

Appendix 9C: Indication of Interest.


Chapter 10: Management Presentations and Plant Tours.

Management Presentations.

Facility Tours.

Next Steps.


Chapter 11: Negotiating the Purchase Price.

The Letter of Intent.

Case-Specific Negotiating Strategies.

Negotiating Dynamics.

Appendix 11A: Letter of Intent.


Chapter 12: Moving from Letter of Intent to Closing.

The Negotiating Dynamics Have Reversed.

Hart-Scott-Rodino Filing.

Keeping the Closing Process on Track.

What If It's Not Meant to Be?

Appendix 12A: Definitive Purchase Agreement.


Chapter 13: Sales Forced by Bankruptcy or Financial Duress.

The Painful Decision to Act.

Secured Party Sales.

Sales Engineered before Filing, but Closed in Bankruptcy Court.

Sales Engineered and Closed in Bankruptcy Court.


Chapter 14: Working with Lawyers.

Legal Involvement from Day 1.

The Lawyer's Distinct Role.

“Deal Makers” versus “Deal Breakers”.

Retaining the Right M&A Lawyer.

The Legal “Check-Up”.

Collaborating with the Investment Banker.

Drafting and Negotiating the Purchase Agreement.

Effective versus Ineffective Lawyering.

Managing the M&A Lawyer.

Appendix 14A: Seller's Attorney Pre-Transaction Checklist.


Chapter 15: After the Sale Has Closed.

Post-Closing Immediate Cooperation.

Post-Closing Subsequent Matters.

Post-Closing Subsequent Matters.

Leveling the Playing Field.


About the Author.