Part I. The mergers and acquisitions environment. Introduction to mergers, acquisitions, and other restructuring activities. Inside mergers and acquisitions : PC maker Lenovo moves to diversify its core business
Chapter overview
Why M & As happen
Historical developments in M & As
Understanding corporate restructuring activities
Alternative takeover strategies
The role of holding companies in M & As
The role of employee stock ownership plans (ESOPs) in M & As
Business alliances alternatives to M & As
Participants in the M & A process
The implications of M & As for shareholders, bondholders, and society
Some things to remember
Chapter discussion questions
Case study : Microsoft acquires Nokia
Additional case study recommendations ; The regulatory environment. Inside mergers and acquisitions : gaining regulatory approval often requires concessions by merger partners; Chapter overview
Understanding federal securities laws
Understanding antitrust legislation
The implications for M & A of the Dodd-Frank Wall Street reform and Consumer Protection Act
State regulations affecting M & As
Restrictions on direct foreign investment in the United States
The U.S. Foreign Corrupt Practices Act
Fair disclosure (regulation FD)
Specific industry regulations
Environmental laws
Labor and benefit laws
Cross-border transactions
Some things to remember
Chapter discussion questions
Case study : regulators approve merger
Additional case study recommendations ; The corporate takeover market. Inside mergers and acquisitions : Clothiers Men's Warehouse and Jos. A. Bank reach agreement after lengthy battle
Chapter overview
Corporate governance
Understanding alternative takeover tactics
Other tactical considerations
Developing a bidding strategy
Activist investors : gaining influence without control
Understanding alternative takeover defenses
The impact of takeover defenses on shareholder value
Some things to remember
Chapter discussion questions
Case study : Dell goes private
Additional case study recommendations
pt. II. The mergers and acquisitions process : phases 1
10. Planning : developing business and acquisition plans. Inside mergers and acquisitions : consolidation in the supermarket industry
Chapter overview
The role of planning in M & As
The merger and acquisition process
Phase 1 : building the business plan
The business plan as a communication document
Phase 2 : building the merger
acquisition implementation plan
Some things to remember
Chapter discussion questions
Case study : Facebook buys Whatsapp
Additional case study recommendations ; Implementation : search through closing. Inside M & A : when patience pays
Signet Jewelers to buy Zales
Chapter overview
Phase 3 : the search process
Phase 4 : the screening process
Phase 5 : first contact
Phase 6 : negotiation
Phase 7 : developing the integration plan
Phase 8 : closing
Phase 9 : implementing postclosing integration
Phase 10 : conducting a postclosing evaluation
Some things to remember
Chapter discussion questions
Case study : Google's foray into device makers
Additional case study recommendations ; Postclosing integration. Inside mergers and acquisitions : the chllenges of airline integration
Chapter overview
The role of integration in successful M & As
Integration is a process, not an event
Integrating business alliances
Integrating family owned firms
Some things to remember
Chapter discussion questions
Case study : has Procter & Gamble fully recovered
Additional case study recommendations.

Part III. Mergers and acquisitions valuation and modeling. Mergers and acquisitions cash flow valuation basics. Inside M & A : valuation methodologies, fairness opinions, and Verizon's buyout of Vodafone's share of Verizon Wireless
Chapter overview
Estimating required financial returns
Risk assessment
Calculating free cash flows
Applying discounted cash flow methods
Using the enterprise method to estimate enquiry value
Valuing nonoperating assets
Putting it all together
Some things to remember
Chapter discussion questions
Practice problems and answers
Case study : Hewlett-Packard outbids Dell
Additional case study recommendations ; Relative, asset-orientation, and real option valuation basics. Insider mergers and acquisitions : China's CNOOC acquires Canadian oil and gas producer Nexen Inc.
Chapter overview
Relative valuation methods
Asset-oriented methods
The weighted average valuation methods
Adjusting valuation estimates for purchase price premiums
Real options analysis
Determining when to use the different approaches to valuation
Some things to remember
Chapter discussion questions
Practice problems and answers
Case study : valuing the Twitter IPO
Additional case study ; Financial modeling basics. Insider mergers and acquisitions : the role of financial models in executive decision making
Chapter overview
What is financial modeling?
Financial modeling data requirements
Common financial model linkages
Key steps in the valuation process
Model balancing mechanism
Data sources
Managing the model
Some things to remember
Chapter discussion questions
Practice problems and answers
Case study : life technologies undertakes a strategic review
Additional case study recommendations ; Analysis and valuation of privately held firms. Inside M & A : privately owned La Boulange Cafe & Bakery goes nationwide
Chapter overview
What are privately held companies?
Governance issues
Challenges of valuing privately held companies
Process for valuing privately held businesses
Step 1 : adjusting financial statements
Step 2 : applying valuation methodologies to privately held companies
Step 3 : developing discount rates
Step 4 : applying control premiums, liquidity, and minority discounts
Reverse mergers
Using leveraged ESOPs to buy private companies
Empirical studies of shareholder returns
Some things to remember
Chapter discussion questions
Practice problems and answers
Case study : STK steakhouse chain goes public
Additional case study recommendations
pt. IV. Deal structuring and financing strategies. Structuring the deal. Insider mergers and acquisitions : illustrating bidding strategies
Apollo's takeover of CEC Entertainment
Chapter overview
The deal structuring process
Form of acquisition vehicle and postclosing organization
Legal form of the selling entry
Form of payment
Managing risk and reaching consensus on purchase price
Constructing collar arrangements
Form of acquisition
Some things to remember
Chapter discussion questions
Case study : T-Mobile and MetroPCS complete merger
Additional case study recommendations ; Structuring the deal. Inside M & A : Johnson & Johnson uses financial engineering to acquire Synthes Corporation
Chapter overview
Alternative tax structures
Taxable transactions
Tax-free transactions
Other tax considerations affecting corporate restructuring
Financial reporting of business combinations
Impact of purchase accounting on business combinations
Recapitalization ("recap") accounting
Some things to remember
Chapter discussion questions
Practice problems and answers
Case study : Softbank places a big bet
Additional case study recommendations ; Financing the deal. Inside M & A : Verizon finances its $130 billion buyout of Vodafone's stake in Verizon Wireless
Chapter overview
How are M7A transactions commonly financed?
What is the role of private equity, hedge, and venture capital funds in deal financing?
LBOs as financing strategies
What factors are critical to successful LBOs?
How do LBOs create value?
Common LBO deal and capital structures
Some things to remember
Chapter discussion questions
Case study : Berkshire Hathaway and 3G buy Heinz
Additional case study recommendations ; Applying financial models. Insider mergers and acquisitions : Comcast bids for Time Warner Cable
evaluating proposals and counterproposals
Chapter overview
Understanding and applying M & A financial models
M & A models : stock purchases
M & A model : asset purchase
Quantifying synergy
Things to remember
Chapter discussion questions
Practice problems and answers
Case study : Thermo Fisher acquires life technologies
Additional case study recommendations
Appendix A : debt repayment schedule, convertible securities, interest rates, and betas
pt. V. Alternative business and restructuring strategies. Business alliances. Inside mergers and acquisitions : Coke moves from the vending machine into the "in-home" market
Chapter overview
Motivations for business alliances
What makes business alliances successful?
Alternative legal forms of business alliances
Strategic and operational plans
Resolving business alliance deal structuring issues
Empirical findings
Some things to remember
Chapter discussion questions
Case study : Comcast completes the takeover of NBCUniversal
Additional case study recommendations ; Alternative exit and restructuring strategies. Inside M & A : General Electric downsizes its financial services unit
Chapter overview
Why do firms exit businesses?
Divestitures
Spin-offs and split-ups
Tracking, targeted, and letter stocks
Comparing alternative exit and restructuring strategies
choosing among divestiture, carve-out, and spin-off restructuring strategies
Determinants of returns to shareholders resulting from restructuring strategies
Some things to remember
Chapter discussion questions
Case study : anatomy of a spin-off
Additional case study recommendations ; Alternative exit and restructuring strategies. Inside M & A : American Airlines emerges from the protection of bankruptcy court
Chapter overview
Business failure
Voluntary settlements outside of bankruptcy
Reorganization and liquidation in bankruptcy
Alternative options for failing firms
The increasing role of hedge funds in the bankruptcy process
Failing firms and systemic risk
Predicting corporate default and bankruptcy
Empirical studies of financial distress
Some things to remember
Chapter discussion questions
Case study : Hostess Brands liquidates in bankruptcy
Additional case study recommendations ; Cross-border mergers and acquisitions. Insider mergers and acquisitions : European mobile phone and cable industry shows signs of consolidation
Chapter overview
Globally integrated markets versus segmented capital markets
Motives for international expansion
Common international market entry strategies
Structuring cross-border deals
Financing cross-border deals
Planning and implementing cross-border transactions in emerging countries
How are cross-border transactions valued?
Empirical studies of cross-border transactions
Some things to remember
Chapter discussion questions
Case study : Actavis buys Forest Labs
Additional case study : recommendations.