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- Product code: 22164
- ISBN: 0273659200,
ISBN13: 9780273659204,
160 pages, Executive Briefing
Published by FT Prentice Hall on 2001
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Description of The MBO Deal |
At a time when many sound companies are too small, undervalued or otherwise unwanted by institutional investors, there are many possible opportunities for management to take the initiative to leave the listed sector. Management buyouts (MBOs) offer the chance to both get off the stock market treadmill and to make significant capital profits. Management teams undertaking an MBO need to understand the complexities and risks involved. This briefing provides a detailed insight into the workings of an MBO, the processes involved, the risks, the financing, the documentation and the negotiation of the deal itself. For the cost of less than half an hour of a lawyer's time, it will put you on a fairer level with the equity backers and the professionals in any negotiation. Contents include:*Outline timetable *Background to the MBO *Setting the process in motion *Due diligence *Banking arrangements *The business plan and model *The legal documents *The negotiation and structure of the transaction *The acquisition of the business *The conduct of the offer and closing the deal
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Contents of The MBO Deal |
Preface
Introduction
Executive summary
Background to the MBO
Introduction
The early stages
Choosing the equity provider
Taking outside advice
The nature of the advice
Setting the process in motion
Background
Legal agreements
Takeover Code requirements
Next steps
Proposal from the equity house
Business plan and model
Appointment of advisers
Negotiations with banks and equity house
Preparation of legal documents
The venture capital industry
Background
UK providers
US providers
Venture funds
Due diligence
Introduction
Investigating accountants' report
Legal due diligence
Property title certificates
Insurance report
Actuarial report
Management consultants' report
Economic report
Business processes and efficiencies report
Banking arrangements
Facilities providers
Banking ratios
Other bank requirements
Structure of facilities
Operational provisions
The business plan and model
Introduction
The business plan
The model
The legal documents
Memorandum of association of Newco (the bidding vehicle)
Articles of association of Newco
Investment agreement
Support agreement
Option agreement
The negotiation and structure of the transaction
Level of bank debt
Mezzanine finance
Finalizing the deal with the equity house
The ratchet
The exit of the equity house
Warranties to be given by management
The acquisition of the business
Introduction
Comparable companies
Concluding the negotiation 5
Conducting the offer and closing the deal
Announcing the formal offer
The timetable for the offer
Declaring the offer unconditional
Further legal and technical matters
Further procedural matters
Summary
Taxation issues
Introduction
Capital gains tax
Inheritance tax
Relief for interest paid
Fees paid in the transaction - VAT and tax relief
Other issues
Exit strategies
Definition
Flotation
Trade sale
Recapitalization
Summary
Conclusion
Successful conclusion
Need of support
Reflecting on the deal
Appendices
Outline timetable
UBS Warburg Business Plan and Model
Glossary
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