The rules of M&A and investment structuring have changed. On the one hand, the repeal of key accounting rules - for example, poolings of interest - have led dealmakers to adopt more complex, or "highly structured" transactions. On the other hand, a handful of recent bankruptcies involving high-profile companies that used complex financial structures to shift and hide financial risk has prompted closer analyst and investor scrutiny of highly structured transactions. In either case, the need has never been greater for a clear but comprehensive roadmap for constructing and dissecting such transactions. There are myriad forms and factors related to structuring mergers and acquisitions. From asset sales to tender offers and from legal to accounting considerations, careful planning is required to respond to the numerous - and often conflicting - goals of buyers, sellers, investors, and lenders. Tax and accounting issues are paramount when parties discuss general structuring factors. With today's focus on accounting issues and financial transparency, this aspect of structuring will come under closer scrutiny than ever in future M&A deals.
In the trademark Q&A format, authors Alex Lajoux and Peter Nesvold tackle the key areas of this important facet of mergers and acquisitions in The Art of M&A Structuring. From basic definitions of the primary types of M&A transactions to special considerations for off-balance sheet transactions, The Art of M&A Structuring is a handy reference guide for today's professionals navigating the tricky waters of mergers and acquisitions. Readers will find helpful insight on a variety of important information, including: GAAP and tax considerations; Advantages and disadvantages of spin-offs and spin-outs; Financing alternatives for franchise structures; From due diligence to financing to integration, M&A deals are complex without a doubt. Calls for improved transparency have thrust structuring issues into the limelight. Whether an asset transaction, a stock transaction, or a statutory merger, structuring is essential to the success of the deal. The Art of M&A Structuring provides a detailed explanation of each key step in the process.