Mergers & Acquistions - A Condensed Practitioner’s Guide, STEVEN M. BRAGG, October 2008

Chapter 1 addresses the overall acquisition process. It also notes why companies are interested in buying and selling businesses, the risks of doing so, how to locate and qualify acquisition targets, and
how to both initiate and fend off a hostile acquisition attempt.

Chapter 2 describes the roles of the multitude of participants in the acquisition process, including the acquisition team, attorneys, board of directors, brokers, investment bankers, investor relations officer, lenders,
line managers, and consultants.

Chapter 3 addresses the key area of valuation. The chapter reveals a broad range of valuation methodologies, with particular attention to the discounted cash flow method. It also notes the impact on valuation
of the control premium, synergies, earnouts, and qualitative factors, as well as the strategic use of various types of payment.

Chapter 4 describes the use and contents of a term sheet, and gives examples of its primary components.

Chapter 5 delves into the due diligence process in considerable detail. Supplemented by the due diligence list in Appendix A, it describes the due diligence team and how it functions, and offers
pointers on many due diligence topics, including such key areas as marketing, culture, intellectual property, risk management, capacity planning, customers, and many financial issues. It also highlights red
flags, complexity analysis, and how to handle missing information.

Chapter 6 describes all main components of the purchase agreement and related exhibits and disclosure schedules. It includes sample text, and also notes which areas are the most important from the perspective
of the buyer and seller. It also provides commentary on postclosing activities, and how to negotiate the purchase agreement.

Chapter 7 covers the acquisition integration process. This is a massive chapter, given the exceptional importance of the topic. It covers the timing, planning, and implementation of an acquisition’s
integration, and also delves into the identification and realization of synergies, communications processes, cultural issues, employee management, and numerous additional topics.

Chapter 8 is designed for the accountant who must consolidate the results of an acquisition into the financial statements of the buyer,including the use of purchase accounting, goodwill impairment testing,
and push-down accounting.

Chapter 9 addresses the various legal forms of acquisitions, including their tax implications to both the buyer and seller.

Chapter 10 covers anti-trust regulations, who they affect, and related reporting requirements of the buyer. It also covers key environmental regulations that the buyer should be particularly aware of.