Mergers and Acquisitions + WS

Inhaltsverzeichnis

Preface xi
PART ONE Introduction 1
CHAPTER 1 Merger and Acquisitions Overview 3
The M&A Process 5
Office Depot and OfficeMax 7
CHAPTER 2 Financial Statements Refresher 13
The Income Statement 13
The Cash Flow Statement 22
The Balance Sheet 27
Depreciation 32
Working Capital 42
Debt Schedule 44
Financial Statement Flows Example 45
PART TWO M&A Analyses 53
CHAPTER 3 Raising Debt and Equity 55
Raising Debt 55
Raising Equity 60
CHAPTER 4 Asset Acquisitions and Asset Divestitures 71
Asset Acquisitions 72
Asset Divestitures 83
CHAPTER 5 Accretion/Dilution Analysis 87
Step 1: Obtaining a Purchase Price 88
Step 2: Estimating Sources and Uses of Funds 89
Step 3: Creating a Pro-Forma Analysis 94
Summary 105
Drivers 106
PART THREE Office Depot/OfficeMax Merger 109
CHAPTER 6 Assumptions 111
Uses of Funds 119
Sources of Funds 122
CHAPTER 7 Income Statement 129
Pro-Forma Income Statement 130
CHAPTER 8 Cash Flow Statement 171
Cash Flow from Operating Activities 171
CHAPTER 9 Balance Sheet Adjustments 191
The Buyer Is Paying For 191
The Buyer Is Receiving 192
Additional Adjustments 192
Office Depot and OfficeMax Balance Sheet Adjustments 198
CHAPTER 10 Depreciation Schedule 217
Straight-Line Depreciation 218
CHAPTER 11 Operating Working Capital 229
Receivables 231
Inventories 233
Prepaid Expenses and Other Current Assets 235
Deferred Income Taxes and Receivables 236
Trade Accounts Payable, Accrued Expenses, and Other
Accrued Liabilities 238
Income Tax Payable 240
Other Current Liabilities 241
Projecting Operating Working Capital 242
Operating Working Capital and the Cash Flow Statement 251
CHAPTER 12 Balance Sheet Projections 261
Cash Flow Drives Balance Sheet versus Balance Sheet Drives
Cash Flow 265
Balancing an Unbalanced Balance Sheet 278
CHAPTER 13 Debt Schedule and Circular References 289
Debt Schedule Structure 289
Modeling the Debt Schedule 290
Circular References 314
Automatic Debt Paydowns 320
Basic Switches 322
CHAPTER 14 Accretion/Dilution 323
Fairness Opinions 323
Preferred Shares 325
Contribution Analysis 327
Conclusion 328
Appendixes
Appendix 1: Model Quick Steps 331
Appendix 2: Financial Statement Flows 333
Appendix 3: Excel Hot Keys 335
About the Companion Website 337
About the Author 339
Index 341

Portrait

PAUL PIGNATARO is the founder and CEO of the New York School of Finance (NYSF). He has over thirteen years of experience in investment banking and private equity in business mergers, acquisitions, restructurings, asset divestitures, asset acquisitions, and debt and equity transactions covering the oil, gas, power and utility, internet and technology, real estate, defense, travel, banking, and service industries. At NYSF, Mr. Pignataro continues to participate on the training team, actively providing training at bulge bracket banks and M&A teams at corporations and billion dollar funds. Prior to his entrepreneurial endeavors, Mr. Pignataro worked at TH Lee Putnam Ventures, a $1 billion private equity firm affiliated with buyout giant Thomas H. Lee Partners. Prior to that, he worked in the Investment Banking department of Morgan Stanley.