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The Art of M&A, Fifth Edition: A Merger, Acquisition, and

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 THE ART OF

M A &

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 FIFTH EDITION

THE ART OF

M A &
A Merger, Acquisition, and
Buyout Guide

Alexandra Reed Lajoux

with
Capital Expert Services, LLC

NEW YORK CHICAGO SAN FRANCISCO ATHENS LONDON MADRID

MEXICO CITY MILAN NEW DELHI SINGAPORE SYDNEY TORONTO

00fm_Lajoux_3p.indd 3 5/24/19 2:28 PM

Copyright © 2019, 2007, 1999, 1995, 1989 by Alexandra Reed Lajoux and Capital Expert Services,
LLC. All rights reserved. Except as permitted under the United States Copyright Act of 1976, no
part of this publication may be reproduced or distributed in any form or by any means, or stored in a
database or retrieval system, without the prior written permission of the publisher.

ISBN: 978-1-26-012179-7
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 Dedicated to the members of the Strategic Advisory Board of Capital
Expert Services, LLC:

Hon. Carlos C. Campbell, Former US Assistant Secretary

of Commerce
Prof. Charles M. Elson, Edgar S. Woolard Chair in
Corporate Governance, University of Delaware
Dr. Reatha Clark King, Former Chair, General Mills
Foundation
Gregory E. Lau, Managing Director, RSR Partners
John F. Olson, Esq., Chair, American College of
Governance Counsel
Hon. E. Norman Veasey, Retired Chief Justice of the
Delaware Supreme Court

In Memory of Stanley Foster Reed (1917–2007)

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 CONTENTS

FOREWORD xiii

PREFACE AND ACKNOWLEDGMENTS xvii

Chapter 1 Getting Started in Mergers and Acquisition 1

Introduction • Key Terms • About Our Question-and-Answer Format • Concluding

Comments • Exhibit 1-1: Global M&A Transaction Value (1988 vs. 2018) • Exhibit
1-2: The M&A Process • Notes

Chapter 2 Strategy 13

Introduction • Strategic Planning • The Role of M&A in Strategic

Planning • Alternatives to M&A • SWOT Analysis • Disclosure of
Strategy • Levels of Strategy • Four Types of M&A Strategy • The Search
Process • Brokers and Finders • Bankers • Initial Regulatory and Legal
Considerations • Concluding Comments • Exhibit 2-1: Outline for a Typical
Strategic Plan • Exhibit 2-2: M&A in a Strategic Decision Tree • Exhibit 2-3:
Range of Structure for Business Collaboration • Exhibit 2-4: Sample SWOT
Analysis Questions • Exhibit 2-5: Sample Checklist of Assets for Use in
Complement/Supplement Analysis • Exhibit 2-6: Sample Checklist of Risks for
Use in Seeking Complementary Acquisitions • Exhibit 2-7: Sample Strategy
Statements • Exhibit 2-8: What Is Alphabet? • Exhibit 2-9: Examples of
Options Embedded in Strategic Acquisitions • Exhibit 2-10: The AI Acquisition
Race • Exhibit 2-11: Sherwin-Williams—Vertical Strategy Leads to Horizontal
Move • Exhibit 2-12: A Guide to M&A Decisions • Exhibit 2-13: Opportunity
Prioritization • Exhibit 2-14: Premerger Notification Thresholds Under Hart-
Scott-Rodino • Appendix 2A: Types of Organizational Structure • Appendix 2B:
Checklist of Assets • Appendix 2C: Horizontal Merger Guidelines • Appendix 2D:
Tesoro Strikes Gold in California • Notes

Chapter 3 Valuation and Modeling 113

Introduction • Valuation Fundamentals • Choosing a Valuation

Approach • Comparable Companies and Transactions • Comparable Transactions
Analysis • DCF Analysis • Forecasting Free Cash Flow • Calculating the
Discount Rate • Ascribing a Terminal Value • Conducting Sensitivity

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 viii CONTENTS

Analyses • The IVS Framework • Concluding Comments • Exhibit 3-1:

Valuation Approaches • Exhibit 3-2: Advantages and Disadvantages of Valuation
Multiples • Exhibit 3-3: Common Multiples Used in Selected Sectors • Exhibit
3-4: Comparable Companies Checklist • Exhibit 3-5: Variations in Accounting
May Affect Valuation Multiples • Exhibit 3-6: Comparable Transactions
Checklist • Exhibit 3-7: Summary of Precedent Transactions • Exhibit 3-8:
Overview of the DCF Analysis Process • Exhibit 3-9: Advantages of DCF
Analysis • Exhibit 3-10: Disadvanatges of DCF Analysis • Exhibit 3-11: Defining
Free Cash Flow—Top-down Approach • Exhibit 3-12: Calculating Free Cash
Flow—Example of Top-down Approach • Exhibit 3-13: Defining Free Cash
Flow—Bottom-up Approach • Exhibit 3-14: Calculating Free Cash Flow—
Example of Bottom-up Approach • Exhibit 3-15: Present Value Formula • Exhibit
3-16: WACC Formula • Exhibit 3-17: Cost of Common Equity Formula • Exhibit
3-18: Chart Showing Size Premiums by Quartile and Decile • Exhibit 3-19:
Chart Showing Size Premiums by Decile • Exhibit 3-20: Exit Multiple Approach
to Estimating Terminal Value • Exhibit 3-21: Terminal Value Model Assuming
Constant Growth • Exhibit 3-22: Perpetuity Value Assuming No Growth in Cash
Flows • Exhibit 3-23: Perpetuity Value Assuming 2 Percent Growth • Exhibit 3-24:
DCF for a Business Already in Constant Growth Mode • Exhibit 3-25: DCF for a
No. 2 Pencil Manufacturer • Notes

Chapter 4 Financing and Refinancing 203

Introduction • Financing Overview • Financing Instruments: Equity vs. Debt

vs. Hybrids • Financing Sources • Highly Leveraged Transactions • Minimizing
Borrowing • Determining Structure in Debt Financing • Senior Debt • Sale-
Leasebacks • Pros and Cons of Preserving Debt and Lease Obligations • Seller
Takeback Financing • Warrants • Working Capital Debt of the Seller • The
Bank Book and Commitment Letter • Other Principal Issues in Senior Loan
Agreements • High-Yield (a.k.a. “Junk”) Bonds • Bridge Loans • Equity
Investment Funds • Registration Rights • Intercreditor Issues • Subordination
Issues • Intercreditor Agreements • Fraudulent Conveyance and Other Litigation
Concerns • Refinancing Issues • Concluding Comments • Exhibit 4-1: The LBO of
Beatrice and Its Aftermath • Exhibit 4-2: Sample Company’s Cash Flow and Debt
Service Requirements • Exhibit 4-3: Sample Covenant • Exhibit 4-4: Subordination
and Corporate Structure • Appendix 4A: Typical Subordination Provisions of
Publicly Issued Notes • Appendix 4B: Typical Subordination Provisions of Privately
Placed Institutional Notes • Appendix 4C: Typical Subordination Provisions of
Seller Notes • Notes

Chapter 5 Structuring Transactions: General, Tax, and Accounting

Considerations 339

Introduction • General Considerations • Structuring Asset

Transactions • Structuring Stock Transactions • Structuring Merger
Transactions • General Accounting Considerations • Allocating the Price of a
Transaction for Accounting Purposes • Difference Between Accounting and Tax
Treatments • Tax Considerations • Basic Tax Concepts and Definitions • Basic
Tax Structure: Taxable Transactions • Basic Tax Structure: Tax-Deferred
Transactions • Choice of Entity • Tax Consequences in Structuring Acquisition

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 CONTENTS ix

Debt Financing • Management Buyout Tax Basics • Postacquisition

Tax Issues • Other Tax Issues • Concluding Comments • Transaction
Diagrams • Exhibit 5-1: A Guide to US (Federal) and State Codes • Exhibit 5-2:
Forward Subsidiary Merger (FSM) vs. Reverse Subsidiary Merger (RSM) • Exhibit
5-3: Anatomy of a Merger, Acquisition, and Buyout Transaction • Exhibit 5-4:
Description of Acquisition Allocation from Emcor Group, Inc. • Exhibit 5-5:
Differences in the Purchase Price Computation • Exhibit 5-6: Section 368:
Types of Reorganization • Exhibit 5-7: Stock Purchase • Exhibit 5-8: Asset
Purchase • Exhibit 5-9: Taxable Forward Merger • Exhibit 5-10: Taxable Reverse
Merger • Exhibit 5-11: Taxable Forward Subsidiary Merger • Exhibit 5-12:
Tax-Free Forward Merger (A Reorganization) • Exhibit 5-13: Tax-Free Forward
Triangular Merger • Exhibit 5-14: Tax-Free Acquisition of Stock for Voting Stock
(B Reorganization) • Exhibit 5-15: Acquisition of Property for Voting Stock
(C Reorganization) • Exhibit 5-16: Acquisition of Property for Voting Stock
(D Reorganization) • Exhibit 5-17: National Starch Transaction (Section 351
Acquisition) • Appendix 5A: Meeting the Reorganization Test: US Examples from
the Internal Revenue Service • Notes

Chapter 6 The Due Diligence Inquiry 455

Introduction • Getting Started • Duration of Due Diligence • Due Diligence

Levels • Securities Laws and Due Diligence • Red Flags • Relations with the
Seller • Location of Due Diligence Research • Evaluating Assets • Litigation
Analysis • Emerging Legal Issues • Due Diligence After Closing • Concluding
Comments • Exhibit 6-1: VDR Menu Screen Shot • Exhibit 6-2: A Representative
List of Virtual Data Room Providers • Exhibit 6-3: Some Typical Plaintiff Claims
in M&A Litigation • Exhibit 6-4: Venn Diagram Showing Interrelationship of
M&A, Due Diligence Standards, and Securities Law • Appendix 6A: Sample
Confidentiality Agreement • Appendix 6B: Due Diligence Checklist • Appendix
6C: An Annotated Initial Document and Information Request List • Appendix 6D:
Sample Index of VDR Documents • Notes

Chapter 7 Negotiating the Letter of Intent and Acquisition Agreement 559

Introduction • Letter of Intent • The Acquisition Agreement • Components

of the Agreement • Introductory Material • Representations and
Warranties • Covenants • Conditions to Closing • Indemnity Section • Acquisitions
from an Affiliated Group • Transactions Involving Public Companies • Negotiating
and Documenting an MBO • Employment Agreements • Stockholders’
Agreements • Concluding Comments • Exhibit 7-1: Seller vs. Buyer Key
Goals • Exhibit 7-2: The Safeguards-Price Negotiating Matrix • Exhibit 7-3: The
FASB on Materiality • Appendix 7A: Sample Letter of Intent • Appendix 7B:Typical
Merger Agreement and Commentary • Notes

Chapter 8 Closing 747

Introduction • The Basics of Closing • Planning the

Closing • Preclosing • Closing • Wire Transfers • Postclosing • Concluding

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 x CONTENTS

Comments • Appendix 8A: Sample Closing Memorandum (Including a Detailed

Schedule of Closing Documents) • Notes

Chapter 9 Postmerger Integration and Divestitures 789

Introduction • Basic Concepts of Integration • The Postmerger

Plan • Communicating the Integration Plan • Combining Company
Names • Integrating Cultures • Integrating Mission, Policy, Ethics,
and Vision Statements • Integrating Key Resources, Processes, and
Responsibilities • Integrating Resources • Integrating Processes • Integrating
Responsibilities • Commitments to Employees • Postmerger
Compensation: A Complex Issue • Planning Pay Integration: A Strategic
Overview • Merging Benefits Plans • Some General Postmerger Technology
Considerations • Divestitures • Concluding Comments • Exhibit 9-1: Audience
Media Communications Matrix • Exhibit 9-2: Steps for Naming a Newly Combined
Company • Exhibit 9-3: A Matrix for Planning Cultural Integration • Exhibit
9-4: Acquisition Integration Plan for Human Resources Operation • Exhibit
9-5: Three Brand Approaches • Exhibit 9-6: Sample Plan for 30-, 60-, and
90+-Day Milestones • Exhibit 9-7: Old Line Bank and Bay Bank Merger
FAQ (Excerpts) • Exhibit 9-8: Marathon Patent Press Release Addressing the
Dilution Issue • Exhibit 9-9: Sample Matrix for Postmerger Compensation
Planning • Exhibit 9-10: Valuing the Divestiture Option • Exhibit 9-11: The
WARN Act: Basic Provisions/Requirements • Appendix 9A: Sample Postmerger
Press Release Highlighting Strategic Motivation • Appendix 9B: Sample
“Assets” Checklist of Resources, Processes, and Responsibilities • Appendix
9C: Integration Planning Worksheet • Appendix 9D: Integration Timeline from a
Midsized Acquirer • Appendix 9E: Pairwise Comparison • Appendix 9F: Principles
for Responsible Business • Exhibit 9E-1: Setting Up the Pairwise Comparison
Matrix • Exhibit 9E-2: Identifying the Useful Part of the Matrix • Exhibit 9E-3:
Filling the Useful Part of the Matrix • Notes

Chapter 10 Special Issues for M&A in Public Companies 937

Introduction • General Considerations • Proxy Voting • Dodd-Frank,

Sarbanes-Oxley, and M&A • Duties of Care and Loyalty • Director
Responsibilities in Responding to Unsolicited Bids • M&A Forms • Tender
Offer Basics • Proxy Solicitations • Going Private • Merger Disclosure
Issues • Insider Trading • Financing the Two-Step Public Transaction
with Debt • Takeover Defenses • State Laws Related to Takeover
Defense • Concluding Comments • Exhibit 10-1: Some Typical Plaintiff Claims
in M&A Litigation • Exhibit 10-2: Federal Class Actions on M&A 2010–
2018 • Exhibit 10-3: Likely Responses to Tender Offers Versus Management
Promises • Notes

Chapter 11 Workouts, Bankruptcies, and Liquidations 1019

Introduction • General Considerations • Workouts • Bankruptcy • State

Insolvency Proceedings • Investing Opportunities: Structuring the Purchase
of a Troubled Company • Structuring a Buyout to Minimize Insolvency

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 CONTENTS xi

Risk • Financing Alternatives for Companies with Losses • Accounting/Tax Issues

for Companies with Losses • Liquidation • Concluding Comments • Diagrams
Showing Various Structures for Reorganizations and Workouts of Insolvent
Companies • Exhibit 11-1: Definitions of Bankruptcy • Exhibit 11-2:
Average Corporate Debt Recovery Rates Measured by Ultimate Recoveries,
1987–2018 • Exhibit 11-3: Business vs. Computer Bankruptcies • Exhibit
11-4: Some Common Consolidation Scenarios Applying ASC 810 • Exhibit
11-5: The 10 Largest Bankruptcies in the United States (by Total Assets Pre-
Bankruptcy) • Exhibit 11-6: Structure Posing No Fraudulent Conveyance
Risk • Exhibit 11-7: Structure Posing Fraudulent Conveyance Risk via
Guarantee • Exhibit 11-8: Structure Posing Fraudulent Conveyance Risk
via Transfer of Loan Recipient • Exhibit 11-9: Structure Posing Fraudulent
Conveyance Risk via Simple Merger • Exhibit 11-10: Structure Posing Fraudulent
Conveyance Risk via Distribution to Target Shareholder • Exhibit 11-11: Structure
Posing Risk of Fraudulent Conveyance in Multistep Transaction Involving Small
Stock Purchase and Large Loan • Exhibit 11-12: Structure Posing Fraudulent
Conveyance Risk via Transfer of Risk to a Subsidiary • Notes

Chapter 12 Global Deals: Structuring for Success 1073

Introduction • Nontax Inbound: Issues Regarding Foreign Investment in the

United States • Nontax Outbound: Acquisitions Involving Assets Located Outside
the United States • Foreign Exchange • Other Global Realities • Financing
Outbound Transactions • International Tax and Disclosure Considerations • Tax
Considerations in Inbound Acquisitions • Tax Considerations in Outbound
Acquisitions • Concluding Comments • Exhibit 12-1: Examples of
Eurocurrencies • Appendix 12-1:Meeting the Reorganization Test: Foreign
Examples from the Internal Revenue Service • Notes

Landmark and Recent M&A Legal Cases 1137

Cases Alleging Impropriety in Purchasing (or Disclosing an Offer to Purchase)

a Company or Controlling Shares • Cases Alleging Impropriety in the Valuation
and/or Sale of a Business, Assets, or Controlling Shares • Cases Involving
M&A Agreements or Other Contracts • Cases Alleging Violation of Antitrust
Laws • Cases Alleging Violations of Health, Safety, and Labor Laws in an
M&A Context • Cases Dealing with Jurisdiction or Right to Sue Following a
Merger • Additional Cases

INDEX 1207

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 F O R E W O R D TO TH E F I F TH E D ITI O N O F
TH E ART OF M&A

It was nearly 20 years ago that I had the honor of meeting Alexandra Reed
Lajoux at a small restaurant in Reston, Virginia. I had just founded a small
start-up consulting firm specializing in M&A integration, when a friend
told me about The Art of M&A Integration recently published by McGraw-
Hill. He was a friend of the author and encouraged me to schedule a lunch
to meet with her. Alex, as she is known by her friends, and I talked for two
hours—not so much about mergers and acquisitions, financial matters, or
even general business. We discussed music, theater, education, and even
politics. I was mesmerized by this animated lady who had become one of
the most prominent and influential businesspeople on the planet yet had
knowledge and opinions on so many other topics.
Alex told me she hadn’t grown up dreaming of a career in business.
The performing arts and language (French in particular) were the sub-
jects of her focus—but not for long. In 1965, Alex’s father, Stanley Foster
Reed, founded the original Mergers & Acquisitions journal and leveraged
his teenage daughter as a summer intern. Alex quickly became interested
in the complex content she was reading and was driven to research the
topics discussed in her father’s magazine. Before long, she was editor of
the magazine and hobnobbing with some of the great names in M&A and
business in general. She and her father were in the same XMBA class at

xiii

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 xiv FOREWORD TO THE FIFTH EDITION OF THE ART OF M&A

Loyola University—each for different reasons. She had plenty of degrees

but wanted business knowledge; he had plenty of business knowledge but,
as a child of the Depression denied college, needed a degree. They re-
ceived both and went on to produce many books together.
The book you are about to read was first published 30 years ago
when Reed joined forces with the law firm of Lane & Edson, PC, to author
the first edition. Alex became the project manager, and her efforts on this
historic work launched her into notoriety for M&A research and writing.
She would go on to coauthor the next four editions of The Art of M&A,
known by some as the “big book,” due to its 1,000-page heft. H. Peter
Nesvold joined her for the fourth edition in 2007 for a three-way author-
ship that included her father, who passed away the year of publication.
This edition, published more than a decade later, comes full circle.
Like her father, who teamed up with a law firm for the first edition, Alex
joins forces with the many business specialists affiliated with Capital
Expert Services, LLC, or “CapEx,” a litigation support consulting firm
founded in Delaware, with affiliations around the globe. (Full disclosure:
Alex is one of the owners of CapEx, and I am one of the experts available
for assignments.)
This “big book” draws upon a vast community of experts that pre-
dates CapEx by many years. This M&A expert community began two de-
cades ago when, in 1998, Alex began to produce a series of books focused
on the various segments of the M&A life cycle, from strategy through
integration, spinning off each of the chapters in the original “big book”
with the help of a series of coauthors she had come to know through her
work at the National Association of Corporate Directors, where she cov-
ered national legal and accounting issues for decades, eventually being
named chief knowledge officer.
Alexandra’s coauthors in series books deserve credit here. They in-
clude strategy consultant Ken Smith on strategy, the late great finance
professor J. Fred Weston on deal financing, governance professor Charles
Elson on due diligence, and investment banker Dennis Roberts on bank
M&A. H. Peter Nesvold also coauthored the fourth edition of this book
and collaborated with Lajoux to produce books on valuation (with Eliza-
beth Bloomer Nesvold and Lajoux), structuring (with Lajoux), and dis-
tressed M&A (with Anapolsky and Lajoux).

00fm_Lajoux_2p.indd 14 5/3/19 9:09 AM

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