Valuation for M&A. Building Value in Private Companies

The only resource available to help calculate investment value versus fair market value Whether buying or selling, the question of «what's it worth?» is multifaceted. In an M&A setting, it is necessary to compute fair market value, but it is far more important to compute investment value-the value of the target company to a strategic buyer. This calculation varies with each prospective buyer, depending on synergies, benefits, and other competitive analyses that are seldom involved in business valuation. Valuation for M&A is the first book to focus on valuation for merger and acquisitions. This groundbreaking guide provides document request checklists, sample interview questions, a format for adjusting financial statements, a format for developing discount rates, a format for computation of net cash flow, and a valuation reconciliation form, all to help senior executives and M&A professionals better negotiate a successful deal. Frank C. Evans is a certified business appraiser (CBA), Accredited Senior Business Appraiser in Business Valuation (ASA), and CPA (accredited in business valuation) and David M. Bishop is a Master Certified Business Appraiser (MCBA), Accredited Senior Business Appraiser in Business Valuation (ASA), Fellow of the Institute of Business Appraisers (FIBA), and Business Valuator Accredited for Litigation (BVAL).

Risk consideration is central to more accurate post-crisis valuation Corporate Valuation presents the most up-to-date tools and techniques for more accurate valuation in a highly volatile, globalized, and risky business environment. This insightful guide takes a multidisciplinary approach, considering both accounting and financial principles, with a practical focus that uses case studies and numerical examples to illustrate major concepts. Readers are walked through a map of the valuation approaches proven most effective post-crisis, with explicit guidance toward implementation and enhancement using advanced tools, while exploring new models, techniques, and perspectives on the new meaning of value. Risk centrality and scenario analysis are major themes among the techniques covered, and the companion website provides relevant spreadsheets, models, and instructor materials. Business is now done in a faster, more diverse, more interconnected environment, making valuation an increasingly more complex endeavor. New types of risks and competition are shaping operations and finance, redefining the importance of managing uncertainty as the key to success. This book brings that perspective to bear in valuation, providing new insight, new models, and practical techniques for the modern finance industry. Gain a new understanding of the idea of «value,» from both accounting and financial perspectives Learn new valuation models and techniques, including scenario-based valuation, the Monte Carlo analysis, and other advanced tools Understand valuation multiples as adjusted for risk and cycle, and the decomposition of deal multiples Examine the approach to valuation for rights issues and hybrid securities, and more Traditional valuation models are inaccurate in that they hinge on the idea of ensured success and only minor adjustments to forecasts. These rules no longer apply, and accurate valuation demands a shift in the paradigm. Corporate Valuation describes that shift, and how it translates to more accurate methods.

Determine a company's value, what drives it, and how to enhance value during a M&A Valuation for M&A lays out the steps for measuring and managing value creation in non-publicly traded entities, and helps investors, executives, and their advisors determine the optimum strategy to enhance both market value and strategic value and maximize return on investment. As a starting point in planning for a transaction, it is helpful to compute fair market value, which represents a “floor” value for the seller since it by definition represents a value agreed upon by any hypothetical willing and able buyer and seller. But for M&A, it is more important to compute investment value, which is the value of the target company to a strategic buyer (and which can vary with each prospective buyer). Prepare for the sale and acquisition of a firm Identify, quantify, and qualify the synergies that increase value to strategic buyers Get access to new chapters on fairness opinions and professional service firms Find a discussion of Roger Grabowski's writings on cost of capital, cross-border M&A, private cost of capital, intangible capital, and asset vs. stock transactions Inside, all the necessary tools you need to build and measure private company value is just a page away!

McKinsey & Company's #1 best-selling guide to corporate valuation, now in its sixth edition Valuation is the single best guide of its kind, helping financial professionals worldwide excel at measuring, managing, and maximizing shareholder and company value. This new sixth edition provides insights on the strategic advantages of value-based management, complete detailed instruction, and nuances managers should know about valuation and valuation techniques as applied to different industries, emerging markets, and other special situations. Valuation lies at the crossroads of corporate strategy and finance. In today's economy, it has become an essential role – and one that requires excellence at all points. This guide shows you everything you need to know, and gives you the understanding you need to be effective. Estimate the value of business strategies to drive better decision making Understand which business units a corporate parent is best positioned to own Assess major transactions, including acquisitions, divestitures, and restructurings Design a capital structure that supports strategy and minimizes risk As the valuation function becomes ever more central to long- and short-term strategy, analysts and managers need an authoritative reference to turn to for answers to challenging situations. Valuation stands ahead of the field for its reputation, quality, and prestige, putting the solutions you need right at your fingertips.

A comprehensive guide to the changing face of valuation in private firm M&A transactions Based on the author's extensive professional experience as well as her rigorous academic research, this book describes a more sensible approach to using discounts in private company valuations and provides readers with a deeper appreciation for the need to weigh a much broader range of influences on value in the M&A process. Does the idiosyncrasy of family-owned business influence transaction multiples? What of regional market differences and differing market environments over time? How do you estimate the influence of the subprime on the transaction process? With the help of fascinating case studies drawn from an eclectic array of M&A transactions, including a beauty contest, author Kerstin Dodel answers those and other central questions about the M&A process. Among other things, she vividly demonstrates that the ultimate price paid in such a transaction reflects not only a target company's unique characteristics, but the varying motivations and expectations of each of the participants within the context of a competitive M&A process. Dodel has an extensive background in the profession and her research draws upon rigorous scholarship and her years of working at Credit Suisse First Boston, Deutsche Bank, and other leading global financial institutions Emphasis is given to the post credit crunch environment, and responding to regulators' increasing rejection of over-simplified procedures for firm valuation

A comprehensive guide focusing on the valuation issues for emerging markets Valuation of Companies in Emerging Economies takes a practical, step-by-step approach to valuing both public and closely held companies in emerging economies for merger or acquisition purposes. These extremely volatile markets present their own special set of challenges, which often differ from country to country. The author provides real world, best valuation practices in both developed and emerging markets and offers links to relevant Internet resources to provide CEOs, CFOs, venture capitalists, and financial analysts with the information they need to accurately value companies around the world. Luis E. Pereiro (Buenos Aires, Argentina) is a consultant who has steered several strategic change projects in multinational corporations such as Bank of America, Union Carbide, and Nissho Iwai. He is Interim Dean of the Universidad Tocuato Di Tella, Buenos Aires, as well as Director of its MBA program and Director of the Center for Entrepreneurship and Business Venturing. His numerous articles have appeared in many prestigious business journals and books. Over the years, financial professionals around the world have looked to the Wiley Finance series and its wide array of bestselling books for the knowledge, insights, and techniques that are essential to success in financial markets. As the pace of change in financial markets and instruments quickens, Wiley Finance continues to respond. With critically acclaimed books by leading thinkers on value investing, risk management, asset allocation, and many other critical subjects, the Wiley Finance series provides the financial community with information they want. Written to provide professionals and individuals with the most current thinking from the best minds in the industry, it is no wonder that the Wiley Finance series is the first and last stop for financial professionals looking to increase their financial expertise.

McKINSEY'S TRUSTED GUIDE TO TEACHING CORPORATE VALUATION, NOW IN ITS 25TH YEAR Valuation, University Edition, Sixth Edition, is filled with the expert guidance from McKinsey & Company that students and professors have come to rely on. New to the fully revised and updated Sixth Edition: New case studies that clearly illustrate how vital valuation techniques and principles are applied in real-world situations Expanded content on advanced valuation techniques New content on the strategic advantages of value-based management that reflect the economic events of the past decade For twenty-five years Valuation has remained true to its core principles and offers a step-by-step approach to valuation, including: Analyzing historical performance Forecasting performance Estimating the cost of capital with practical tips Interpreting the results of a valuation in light of a company's competitive situation Linking a company's valuation multiples to the core drivers of its performance The University Edition contains End-of-Chapter Review Questions, helping students master key concepts from each chapter. Wiley also offers an Online Instructor's Manual with a full suite of learning resources for professors and students. www.wileyvaluation.com

This book presents the main valuation approaches that can be used to value financial institutions. By sketching 1) the different business models of banks (both commercial and investment banks) and insurance companies (life, property and casualty and reinsurance); 2) the structure and peculiarities of financial institutions’ reporting and financial statements; and 3) the main features of regulatory capital frameworks for banking and insurance (ie Basel III, Solvency II), the book addresses why such elements make the valuation of financial institutions different from the valuation of non-financial companies. The book then features the valuation models that can be used to determine the value of banks and insurance companies including the Discounted Cash Flow, Dividend Discount Model, and Residual Income Model (with the appropriate estimation techniques for the cost of capital and cash flow in financial industries). The main techniques to perform the relative valuation of financial institutions are then presented: along the traditional multiples (P/E, P/BV, P/TBV, P/NAV), the multiples based on industry-specific value drivers are discussed (for example, P/Pre Provision Profit, P/Deposits, P/Premiums, P/Number of branches). Further valuation tools such as the “Value Maps” or the “Warranted Equity Method” will be explained and discussed. The closing section of the book will briefly focus on the valuation of specific financial companies/vehicles such as closed-end funds, private equity funds, leasing companies, etc.

The definitive source of information on all topics related to investment valuation tools and techniques Valuation is at the heart of any investment decision, whether that decision is buy, sell or hold. But the pricing of many assets has become a more complex task in modern markets, especially after the recent financial crisis. In order to be successful at this endeavor, you must have a firm understanding of the proper valuation techniques. One valuation book stands out as withstanding the test of time among investors and students of financial markets, Aswath Damodaran'sInvestment Valuation. Now completely revised and updated to reflect changing market conditions, this third edition comprehensively introduces investment professionals and students to the range of valuation models available and how to chose the right model for any given asset valuation scenario. This edition includes valuation techniques for a whole host of real options, start-up firms, unconventional assets, distressed companies and private equity, and real estate. All examples have been updated and new material has been added. Fully revised to incorporate valuation lessons learned from the last five years, from the market crisis and emerging markets to new types of equity investments Includes valuation practices across the life cycle of companies and emphasizes value enhancement measures, such as EVA and CFROI Contains a new chapter on probabilistic valuation techniques such as decision trees and Monte Carlo Simulation Author Aswath Damodaran is regarded as one of the best educators and thinkers on the topic of investment valuation This indispensable guide is a must read for anyone wishing to gain a better understanding of investment valuation and its methods. With it, you can take the insights and advice of a recognized authority on the valuation process and immediately put them to work for you.

Praise for Private Capital Markets Valuation, Capitalization, and Transfer of Private Business Interests «In the years since publication of the first edition of Private Capital Markets, the concepts and ideas that it presents have been widely accepted by progressive members of the business valuation community. Now with the Second Edition, author Rob Slee has included empirical data on capital markets for midsized businesses. This book remains a must for everyone involved in appraising, buying, selling, or financing privately owned businesses.»—Raymond C. Miles, founder, The Institute of Business Appraisers «The Graziadio School of Business has used the Private Capital Markets book for several years with great success. This course, along with the Pepperdine Private Capital Markets Survey project, has helped our students better prepare for careers in middle market companies.»—Linda Livingstone, Dean of the Graziadio School of Business and Management,Pepperdine University «Our international association of independent M&A professionals recommends this text as the most comprehensive foundation for understanding the private capital marketplace. This book is essential reading for middle market M&A advisors, investors, and other decision-makers in the private capital markets.» —Mike Nall, founder, Alliance of M&A Advisors A practical road map for making sound investment and financing decisions based on real experiences and market needs Now fully revised and in a second edition, Private Capital Markets provides lawyers, accountants, bankers, estate planners, intermediaries, and other professionals with a workable framework for making sound investment and financing decisions based on their own needs and experiences. This landmark resource covers: Private business valuation Middle market capital sources The business ownership transfer spectrum And much more Private Capital Markets, Second Edition surveys the private capital markets and presents the proven guidance you need to navigate through these uncharted waters.