Mergers, Acquisitions, Divestitures, and Other Restructurings.pdf
The authoritative resource for analyzing mergers and acquisitions (M&A) from every angle Paul Pignataro reveals the secrets behind growth through M&A in his new book, Mergers, Acquisitions, Divestitures, and Other Restructurings + Website . Through market shifts and regulatory changes, M&A has served as a solid approach to growth. Creating value through mergers and acquisitions is a highly coveted strategy, and Wall Street has long sought a clear technical understanding of the components of M&A as a key driver of growth. In this book, the author provides that understanding, covering all essential aspects of accounting and modeling for the M&A process. With over a decade of experience aiding billion-dollar restructuring deals, Paul Pignataro is in an excellent position to break down M&A from a finance standpoint. Mergers, Acquisitions, Divestitures, and Other Restructurings covers the financial accounting and modeling behind several M&A structures. Using the merger of Office Depot and Office Max, Mr. Pignataro fully addresses the entire integration, explains EBITDA, and other crucial performance measures. This text is for finance practitioners who want to explore every corner of the M&A process. Learn accounting for asset acquisitions, asset divestitures, and corporate mergers Explore modeling methods including mini-merger modeling and fully consolidated merger modeling Read case studies demonstrating the practical success of theoretical models Understand EBITDA, cash flow, capital structure, and their impact on M&A success and value creation This new text from the CEO and founder of the New York School of Finance is key for understanding how restructuring leads to growth and value creation. The importance of M&A shows no signs of slowing, meaning that finance professionals need to be able to accurately analyze the prospects and impacts of restructuring moves. Mergers, Acquisitions, Divestitures, and Other Restructurings + Website is the authoritative resource for doing just that.
Preface Part One: Introduction CHAPTER 1: Merger and Acquisitions Overview The M&A Process Office Depot and Office Max CHAPTER 2: Financial Statements Refresher The Income Statement Revenue Cost of Goods Sold Operating Expenses Other Income Depreciation and Amortization Interest Taxes Nonrecurring and Extraordinary Items Distributions Shares The Cash Flow Statement Cash Flow from Operating Activities Cash Flow From Investing Activities Cash Flow from Financing Activities The Balance Sheet Assets Liabilities Depreciation Straight-Line Depreciation Accelerated Depreciation Deferred Taxes Working Capital Debt Schedule Financial Statement Flows Example Part Two: M&A Analyses CHAPTER 3: Raising Debt and Equity Raising Debt Raising Equity CHAPTER 4: Asset Acquisitions and Asset Divestitures Asset Acquisition Stock Acquisition 338(h)(10) Elections CHAPTER 5: Accretion / Dilution Analysis Step 1: Obtaining a Purchase Price Step 2: Estimating Sources and Uses of Funds Step 3: Creating a Pro-forma Analysis Summary Drivers Part Three: Office Depot / Office Max Merger CHAPTER 6: Assumptions Uses of Funds Sources of Funds CHAPTER 7: Income Statement Pro-Forma Income Statement CHAPTER 8: Cash Flow Statement Cash Flow from Operating Activities CHAPTER 9: Balance Sheet Adjustments The Buyer is Paying For The Buyer is Receiving Goodwill Office Depot and Office Max Balance Sheet Adjustments CHAPTER 10: Depreciation Schedule CHAPTER 11: Operating Working Capital Projecting Operating Working Capital Operating Working Capital and the Cash Flow Statement CHAPTER 12: Balance Sheet Projections Cash Flow Drives Balance Sheet Versus Balance Sheet Drives Cash Flow Balancing an Unbalanced Balance Sheet CHAPTER 13: Debt Schedule and Circular References Debt Schedule Structure Modeling the Debt Schedule Circular References Automatic Debt Pay-Downs Basic Switches CHAPTER 14: Accretion / Dilution Fairness Opinions Preferred Shares Finalizing the Model Conclusion Summary Drivers Appendixes Appendix 1: Model Quick Steps Appendix 2: Financial Statement Flows Appendix 3: Excel Hotkeys About the Companion Website About the Author Index