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The Art of Distressed M&A : Buying, Selling, and Financing Troubled and Insolvent Companies - H. Peter Nesvold

The Art of Distressed M&A

Buying, Selling, and Financing Troubled and Insolvent Companies

Hardcover Published: 1st March 2011
ISBN: 9780071750196
Number Of Pages: 496

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Take the stress out of the distressed M&A process

These days, opportunities in distressed mergers and acquisitions abound--and the trend will continue into the foreseeable future. If you're in the business of M&A, this book is what you need to make confident decisions that will pay off handsomely in the end.

Distressed mergers and acquisitions--encompassing a wide array of transactions related to bankruptcies, restructurings, recapitalizations, and liquidations--involve seemingly innumerable issues typically not present in more traditional M&A of going concerns. "The Art of Distressed M&A" answers every question and addresses every challenge of the process. Whether it's describing the unique fiduciary duties a board of directors faces when contemplating a distressed sale, or the valuation of a business in financial distress, or the legal framework a bankruptcy court will apply toward valuation during a Chapter 11 proceeding, this book will help you make the right decisions the first time around.


Section I: Getting Started in Distressed M&A
Chapter 1. Key Definitions and Concepts
Chapter 2. Understanding the Unique Intricacies of the Bankruptcy Process
Section II: The Art of Valuing a Distressed Business
Chapter 3. Valuing a Distressed Business: Need-to-Know Business Considerations
Chapter 4. Valuing a Distressed Business: Navigating the Legal Construct
Section III: A Closer Look at Financing Distressed M&A
Chapter 5. The ABCs of Pre-Petition Cash Management vs. Acquisition Financing
Chapter 6. Dynamics of Debt-Based Financing
Chapter 7. Dynamics of Equity-Based Financing
Chapter 8. Dynamics of "Hybrid" Financing
Chapter 9. Strategies for Managing Multiple Financing Sources
Section IV: Key Tax and Accounting Considerations
Chapter 10. Mitigating Tax Risk in Distressed M&A
Chapter 11. "Fresh Start" and Other Bankruptcy-Centric Accounting Rules (Includes new Global Standards)
Section V: The Due Diligence Inquiry
Chapter 12. Conducting Due Diligence: An Overview
Chapter 13. The Operations and Management Review
Chapter 14. The Legal Compliance Review: Antitrust, Intellectual Property, and Successor-Liability Considerations
Section VI: Documenting the Deal

Prefacep. vii
The Big Picturep. 1
Business Failuresp. 3
Alternatives for Distressed Companiesp. 31
Trends in Distressed M&A and Investingp. 67
The Bankruptcy Playersp. 97
A Debtor and Creditor Overviewp. 99
Secured Creditorsp. 127
Unsecured Creditorsp. 151
Advisors and Other Partiesp. 173
Avoiding Common Pitfallsp. 211
Accounting for Workouts: TDRs, Extinguishments, and Modificationsp. 213
Accounting for Bankruptcy: NOLs and Fresh Start Reportingp. 235
Mitigating Legal Risks in Distressed M&A: Fiduciary Duties, Antitrust, and Fraudulent Transfersp. 269
Deal Structures That Workp. 303
Principles of Distressed Company Valuationp. 305
Distressed M&A Strategy: The Plan of Reorganizationp. 333
Distressed M&A Strategy: 363 Sales and Loan-to-Own Transactionsp. 373
Distressed M&A Strategy: Financing and Refinancing Considerationsp. 403
Conclusionp. 457
Indexp. 461
Table of Contents provided by Ingram. All Rights Reserved.

ISBN: 9780071750196
ISBN-10: 0071750193
Series: Art of M&A
Audience: General
Format: Hardcover
Language: English
Number Of Pages: 496
Published: 1st March 2011
Publisher: McGraw-Hill Education - Europe
Country of Publication: US
Dimensions (cm): 23.6 x 16.5  x 3.8
Weight (kg): 0.83
Edition Number: 1