首页 > > > Investment Bankning.pdf

Investment Bankning.pdf

Investment Bankning.pdf

上传者: cloudyip 2014-01-09 评分1 评论0 下载3 收藏10 阅读量654 暂无简介 简介 举报

简介:本文档为《Investment Bankningpdf》,可适用于财会税务领域,主题内容包含Intheconstantlyevolvingworldoffinance,asolidtechnicalfoundationisanessenti符等。

In the constantly evolving world of fi nance, a solid technical foundation is an essential tool for success. Due to the fast-paced nature of this world, however, no one has been able to take the time to properly codify the lifeblood of the corporate fi nancier’s work—namely, valuation. Rosenbaum and Pearl have responded to this need by writing the book that they wish had existed when they were trying to break into Wall Street. Investment Banking: Valuation, Leveraged Buyouts, and Mergers & Acquisitions is a highly accessible and authoritative book that focuses on the primary valuation methodologies currently used on Wall Street—comparable companies, precedent transactions, DCF, and LBO analysis. These methodologies are used to determine valuation for public and private companies within the context of M&A transactions, LBOs, IPOs, restructurings, and investment decisions. Using a step-by-step how-to approach for each methodology, the authors build a chronological knowledge base and defi ne key terms, fi nancial concepts, and processes throughout the book. They also provide a comprehensive overview of the fundamentals of LBOs and an organized M&A sale process. In the aftermath of the subprime mortgage crisis and ensuing credit crunch, the world of fi nance is returning to the fundamentals of valuation and critical due diligence. This involves the use of more realistic assumptions governing approach to risk as well as a wide range of value drivers. While valuation has always involved a great deal of “art” in addition to time-tested “science,” the artistry is perpetually evolving in accordance with market developments and conditions. In this sense, this book is particularly topical—in addition to detailing the technical fundamentals behind valuation, the authors infuse practical judgment skills and perspective to help guide the science. Investment Banking JOSHUA ROSENBAUM JOSHUA PEARL FOREWORD BY JOSEPH R. PERELLA R O SE N B A U M P E A R L Investm ent Banking Valuation, Leveraged Buyouts,and Mergers & AcquisitionsJOSHUA PEARL has structured and ex- ecuted numerous leveraged loan and high yield bond fi nancings, as well as LBOs and restructurings, for Deutsche Bank’s Leveraged Finance Group. Previously, he worked at A.G. Edwards in the Investment Banking Division. Pearl has also designed and taught corporate fi nance training courses. He received his BS in Business from Indiana University’s Kelley School of Business. JOSHUA ROSENBAUM is an Executive Director at UBS Investment Bank in the Global Industrial Group. He advises on, structures, and originates M&A, corporate fi nance, and capital markets transactions. Previously, he worked at the International Finance Corporation, the direct investment division of the World Bank. He received his AB from Harvard and his MBA with Baker Scholar honors from Harvard Business School. Praise for Investment Banking “Investment Banking provides a highly practical and relevant guide to the valuation analysis at the core of investment banking, private equity, and corporate fi nance. Mastery of these essential skills is fundamental for any role in transaction-related fi nance. This book will become a fi xture on every fi nance professional’s bookshelf.” —Thomas H. Lee, President, Lee Equity Partners, LLC Founder, Thomas H. Lee Capital Management, LLC “This book will surely become an indispensable guide to the art of buyout and M&A valuation, for the experienced investment practitioner as well as for the non-professional seeking to learn the mysteries of valuation.” —David M. Rubenstein, Co-Founder and Managing Director, The Carlyle Group “As a practitioner of hundreds of M&A and LBO transactions during the last twenty years, I recommend this book to advisors, fi nanciers, practitioners, and anyone seriously interested in investment transactions. Rosenbaum and Pearl have created a comprehensive and thoughtfully written guide covering the core skills of the successful investment professional, with particular emphasis on valuation analysis.” —Josh Harris, Managing Partner, Apollo Management, LP “Valuation is the key to any transaction. Investment Banking provides specifi c step-by-step valua- tion procedures for LBO and M&A transactions, with lots of diagrams and numerical examples.” — Roger G. Ibbotson, Professor in the Practice of Finance, Yale School of Management Chairman and CIO, Zebra Capital Management, LLC Founder and Advisor, Ibbotson Associates, a Morningstar Company “Investment banking requires a skill set that combines both art and science. While numerous textbooks provide students with the core principles of fi nancial economics, the rich institutional considerations that are essential on Wall Street are not well documented. This book represents an important step in fi lling this gap.” — Josh Lerner, Jacob H. Schiff Professor of Investment Banking, Harvard Business School Coauthor, Venture Capital and Private Equity: A Casebook “Rosenbaum and Pearl have written the ultimate nuts-and-bolts guide for valuation. It is the book that every business student should study and every investment banker should use.” — Steven M. Davidoff, Associate Professor, University of Connecticut School of Law The Deal Professor, The New York Times $80.00 USA/$96.00 CAN Jacket Photograph: David Pollack/Corbis Portraits: Noli Novak P1: ABC/ABC P2: c/d QC: e/f T1: g FM JWBT063-Rosenbaum March 18, 2009 15:37 Printer Name: Hamilton vi P1: ABC/ABC P2: c/d QC: e/f T1: g FM JWBT063-Rosenbaum March 18, 2009 15:37 Printer Name: Hamilton Investment Banking i P1: ABC/ABC P2: c/d QC: e/f T1: g FM JWBT063-Rosenbaum March 18, 2009 15:37 Printer Name: Hamilton Founded in 1807, John Wiley & Sons is the oldest independent publishing com- pany in the United States. With offices in North America, Europe, Australia, and Asia, Wiley is globally committed to developing and marketing print and electronic products and services for our customers’ professional and personal knowledge and understanding. The Wiley Finance series contains books written specifically for finance and investment professionals as well as sophisticated individual investors and their financial advisors. Book topics range from portfolio management to e-commerce, risk management, financial engineering, valuation, and financial instrument analy- sis, as well as much more. For a list of available titles, please visit our Web site at www.WileyFinance.com. ii P1: ABC/ABC P2: c/d QC: e/f T1: g FM JWBT063-Rosenbaum March 18, 2009 15:37 Printer Name: Hamilton Investment Banking Valuation, Leveraged Buyouts, and Mergers & Acquisitions JOSHUA ROSENBAUM JOSHUA PEARL John Wiley & Sons, Inc. iii P1: ABC/ABC P2: c/d QC: e/f T1: g FM JWBT063-Rosenbaum March 18, 2009 15:37 Printer Name: Hamilton Copyright C 2009 by Joshua Rosenbaum and Joshua Pearl. All rights reserved. Published by John Wiley & Sons, Inc., Hoboken, New Jersey. Published simultaneously in Canada. No part of this publication may be reproduced, stored in a retrieval system, or transmitted in any form or by any means, electronic, mechanical, photocopying, recording, scanning, or otherwise, except as permitted under Section 107 or 108 of the 1976 United States Copyright Act, without either the prior written permission of the Publisher, or authorization through payment of the appropriate per-copy fee to the Copyright Clearance Center, Inc., 222 Rosewood Drive, Danvers, MA 01923, (978) 750-8400, fax (978) 646-8600, or on the web at www.copyright.com. Requests to the Publisher for permission should be addressed to the Permissions Department, John Wiley & Sons, Inc., 111 River Street, Hoboken, NJ 07030, (201) 748-6011, fax (201) 748-6008, or online at http://www.wiley.com/go/permissions. Limit of Liability/Disclaimer of Warranty: While the publisher and author have used their best efforts in preparing this book, they make no representations or warranties with respect to the accuracy or completeness of the contents of this book and specifically disclaim any implied warranties of merchantability or fitness for a particular purpose. No warranty may be created or extended by sales representatives or written sales materials. The advice and strategies contained herein may not be suitable for your situation. You should consult with a professional where appropriate. Neither the publisher nor author shall be liable for any loss of profit or any other commercial damages, including but not limited to special, incidental, consequential, or other damages. For general information on our other products and services or for technical support, please contact our Customer Care Department within the United States at (800) 762-2974, outside the United States at (317) 572-3993 or fax (317) 572-4002. Wiley also publishes its books in a variety of electronic formats. Some content that appears in print may not be available in electronic books. For more information about Wiley products, visit our web site at www.wiley.com. Library of Congress Cataloging-in-Publication Data: Rosenbaum, Joshua, 1971– Investment banking : valuation, leveraged buyouts, and mergers & acquisitions / Joshua Rosenbaum, Joshua Pearl. p. cm. — (Wiley finance series) Includes bibliographical references and index. ISBN 978-0-470-44220-3 (cloth) 1. Investment banking. 2. Valuation. 3. Leveraged buyouts. 4. Consolidation and merger of corporations. I. Pearl, Joshua, 1981– II. Title. HG4534.R67 2009 332.6’6068—dc22 2008049819 Printed in the United States of America. 10 9 8 7 6 5 4 3 2 1 iv P1: ABC/ABC P2: c/d QC: e/f T1: g FM JWBT063-Rosenbaum March 18, 2009 15:37 Printer Name: Hamilton To my wife, Margo, for her unwavering love and support. —J.R. To the memory of my grandfather, Joseph Pearl, a Holocaust survivor, for his inspiration to persevere and succeed. —J.P. v P1: ABC/ABC P2: c/d QC: e/f T1: g FM JWBT063-Rosenbaum March 18, 2009 15:37 Printer Name: Hamilton vi P1: ABC/ABC P2: c/d QC: e/f T1: g FM JWBT063-Rosenbaum March 18, 2009 15:37 Printer Name: Hamilton Contents About the Authors xiii Foreword xv Acknowledgments xvii Supplemental Materials xxi INTRODUCTION 1 Structure of the Book 2 Part One: Valuation (Chapters 1–3) 3 Part Two: Leveraged Buyouts (Chapters 4 & 5) 5 Part Three: Mergers & Acquisitions (Chapter 6) 6 ValueCo Summary Financial Information 6 PART ONE Valuation CHAPTER 1 Comparable Companies Analysis 11 Summary of Comparable Companies Analysis Steps 12 Step I. Select the Universe of Comparable Companies 15 Study the Target 15 Identify Key Characteristics of the Target for Comparison Purposes 16 Screen for Comparable Companies 20 Step II. Locate the Necessary Financial Information 21 SEC Filings: 10-K, 10-Q, 8-K, and Proxy Statements 21 Equity Research 23 Press Releases and News Runs 24 Financial Information Services 24 Summary of Financial Data Primary Sources 24 Step III. Spread Key Statistics, Ratios, and Trading Multiples 25 Calculation of Key Financial Statistics and Ratios 27 Supplemental Financial Concepts and Calculations 39 Calculation of Key Trading Multiples 44 Step IV. Benchmark the Comparable Companies 48 Benchmark the Financial Statistics and Ratios 48 Benchmark the Trading Multiples 48 vii P1: ABC/ABC P2: c/d QC: e/f T1: g FM JWBT063-Rosenbaum March 18, 2009 15:37 Printer Name: Hamilton viii CONTENTS Step V. Determine Valuation 49 Valuation Implied by EV/EBITDA 50 Valuation Implied by P/E 50 Key Pros and Cons 52 Illustrative Comparable Companies Analysis for ValueCo 53 Step I. Select the Universe of Comparable Companies 53 Step II. Locate the Necessary Financial Information 54 Step III. Spread Key Statistics, Ratios, and Trading Multiples 55 Step IV. Benchmark the Comparable Companies 65 Step V. Determine Valuation 69 CHAPTER 2 Precedent Transactions Analysis 71 Summary of Precedent Transactions Analysis Steps 72 Step I. Select the Universe of Comparable Acquisitions 75 Screen for Comparable Acquisitions 75 Examine Other Considerations 75 Step II. Locate the Necessary Deal-Related and Financial Information 77 Public Targets 78 Private Targets 80 Summary of Primary SEC Filings in M&A Transactions 81 Step III. Spread Key Statistics, Ratios, and Transaction Multiples 81 Calculation of Key Financial Statistics and Ratios 81 Calculation of Key Transaction Multiples 89 Step IV. Benchmark the Comparable Acquisitions 92 Step V. Determine Valuation 93 Key Pros and Cons 94 Illustrative Precedent Transaction Analysis for ValueCo 95 Step I. Select the Universe of Comparable Acquisitions 95 Step II. Locate the Necessary Deal-Related and Financial Information 95 Step III. Spread Key Statistics, Ratios, and Transaction Multiples 98 Step IV. Benchmark the Comparable Acquisitions 105 Step V. Determine Valuation 106 CHAPTER 3 Discounted Cash Flow Analysis 109 Summary of Discounted Cash Flow Analysis Steps 110 Step I. Study the Target and Determine Key Performance Drivers 114 Study the Target 114 Determine Key Performance Drivers 114 Step II. Project Free Cash Flow 115 Considerations for Projecting Free Cash Flow 115 Projection of Sales, EBITDA, and EBIT 116 Projection of Free Cash Flow 118 Step III. Calculate Weighted Average Cost of Capital 124 Step III(a): Determine Target Capital Structure 125 Step III(b): Estimate Cost of Debt (rd) 126 P1: ABC/ABC P2: c/d QC: e/f T1: g FM JWBT063-Rosenbaum March 18, 2009 15:37 Printer Name: Hamilton Contents ix Step III(c): Estimate Cost of Equity (re) 127 Step III(d): Calculate WACC 131 Step IV. Determine Terminal Value 131 Exit Multiple Method 132 Perpetuity Growth Method 132 Step V. Calculate Present Value and Determine Valuation 134 Calculate Present Value 134 Determine Valuation 135 Perform Sensitivity Analysis 137 Key Pros and Cons 139 Illustrative Discounted Cash Flow Analysis for ValueCo 140 Step I. Study the Target and Determine Key Performance Drivers 140 Step II. Project Free Cash Flow 140 Step III. Calculate Weighted Average Cost of Capital 146 Step IV. Determine Terminal Value 151 Step V. Calculate Present Value and Determine Valuation 153 PART TWO Leveraged Buyouts CHAPTER 4 Leveraged Buyouts 161 Key Participants 163 Financial Sponsors 163 Investment Banks 164 Bank and Institutional Lenders 165 Bond Investors 166 Target Management 167 Characteristics of a Strong LBO Candidate 168 Strong Cash Flow Generation 169 Leading and Defensible Market Positions 169 Growth Opportunities 169 Efficiency Enhancement Opportunities 170 Low Capex Requirements 170 Strong Asset Base 171 Proven Management Team 171 Economics of LBOs 171 Returns Analysis – Internal Rate of Return 171 Returns Analysis – Cash Return 172 How LBOs Generate Returns 173 How Leverage is Used to Enhance Returns 174 Primary Exit/Monetization Strategies 176 Sale of Business 177 Initial Public Offering 177 Dividend Recapitalization 177 LBO Financing: Structure 178 LBO Financing: Primary Sources 180 Bank Debt 180 P1: ABC/ABC P2: c/d QC: e/f T1: g FM JWBT063-Rosenbaum March 18, 2009 15:37 Printer Name: Hamilton x CONTENTS High Yield Bonds 184 Mezzanine Debt 186 Equity Contribution 187 LBO Financing: Selected Key Terms 188 Security 188 Seniority 189 Maturity 190 Coupon 190 Call Protection 191 Covenants 192 CHAPTER 5 LBO Analysis 195 Financing Structure 195 Valuation 195 Step I. Locate and Analyze the Necessary Information 198 Step II. Build the Pre-LBO Model 198 Step II(a): Build Historical and Projected Income Statement through EBIT 199 Step II(b): Input Opening Balance Sheet and Project Balance Sheet Items 201 Step II(c): Build Cash Flow Statement through Investing Activities 203 Step III. Input Transaction Structure 206 Step III(a): Enter Purchase Price Assumptions 206 Step III(b): Enter Financing Structure into Sources and Uses 208 Step III(c): Link Sources and Uses to Balance Sheet Adjustments Columns 209 Step IV. Complete the Post-LBO Model 215 Step IV(a): Build Debt Schedule 215 Step IV(b): Complete Pro Forma Income Statement from EBIT to Net Income 222 Step IV(c): Complete Pro Forma Balance Sheet 224 Step IV(d): Complete Pro Forma Cash Flow Statement 226 Step V. Perform LBO Analysis 230 Step V(a): Analyze Financing Structure 230 Step V(b): Perform Returns Analysis 232 Step V(c): Determine Valuation 235 Step V(d): Create Transaction Summary Page 236 Illustrative LBO Analysis for ValueCo 238 Transaction Summary 238 Income Statement 238 Balance Sheet 238 Cash Flow Statement 238 Debt Schedule 238 Returns Analysis 238 Assumptions Page 1—Income Statement and Cash Flow Statement 238 Assumptions Page 2—Balance Sheet 238 Assumptions Page 3—Financing Structures and Fees 238 P1: ABC/ABC P2: c/d QC: e/f T1: g FM JWBT063-Rosenbaum March 18, 2009 15:37 Printer Name: Hamilton Contents xi PART THREE Mergers & Acquisitions CHAPTER 6 M&A Sale Process 251 Auctions 252 Auction Structure 255 Organization and Preparation 257 Identify Seller Objectives and Determine Appropriate Sale Process 257 Perform Sell-Side Advisor Due Diligence and Preliminary Valuation Analysis 257 Select Buyer Universe 258 Prepare Marketing Materials 259 Prepare Confidentiality Agreement 261 First Round 262 Contact Prospective Buyers 262 Negotiate and Execute Confidentiality Agreement with Interested Parties 263 Distribute Confidential Information Memorandum and Initial Bid Procedures Letter 263 Prepare Management Presentation 264 Set up Data Room 264 Prepare Stapled Financing Package 265 Receive Initial Bids and Select Buyers to Proceed to Second Round 267 Second Round 270 Conduct Management Presentations 271 Facilitate Site Visits 271 Provide Data Room Access 271 Distribute Final Bid Procedures Letter and Draft Definitive Agreement 272 Receive Final Bids 276 Negotiations 276 Evaluate Final Bids 277 Negotiate with Preferred Buyer(s) 277 Select Winning Bidder 277 Render Fairness Opinion 277 Receive Board Approval and Execute Definitive Agreement 278 Closing 278 Obtain Necessary Approvals 278 Financing and Closing 280 Negotiated Sale 281 Bibliography and Recommended Reading 283 Index 289 P1: ABC/ABC P2: c/d QC: e/f T1: g FM JWBT063-Rosenbaum March 18, 2009 15:37 Printer Name: Hamilton xii P1: ABC/ABC P2: c/d QC: e/f T1: g FM JWBT063-Rosenbaum March 18, 2009 15:37 Printer Name: Hamilton About the Authors JOSHUA ROSENBAUM is an Executive Director at UBS Investment Bank in the Global Industrial Group. He advises on, structures, and originates M&A, corporate finance, and capital markets transactions. Previously, he worked at the International Finance Corporation, the direct investment division of the World Bank. He received his AB from Harvard and his MBA with Baker Scholar honors from Harvard Business School. Rosenbaum is the coauthor of the HBS case study “OAO YUKOS Oil Company.” JOSHUA PEARL has structured and executed numer- ous leveraged loan and high yield bond financings, as well as LBOs and restructurings, for Deutsche Bank’s Leveraged Finance Group. Previously, he worked at A.G. Edwards in the Investment Banking Division. Pearl has also designed and taught corporate finance training courses. He received his BS in Business from Indiana Uni- versity’s Kelley School of Business. CONTACT THE AUTHORS Please feel free to contact Joshua Rosenbaum and Joshua Pearl with any questions, comments, or suggestions for future editions at josh@investmentbankingbook.com. xiii P1: ABC/ABC P2: c/d QC: e/f T1: g FM JWBT063-Rosenbaum March 18, 2009 15:37 Printer Name: Hamilton xiv P1: ABC/ABC P2: c/d QC: e/f T1: g FM JWBT063-Rosenbaum March 18, 2009 15:37 Printer Name: Hamilton Foreword Mark Twain, long known for his critical views of formal education, once wiselynoted: “I never let my schooling interfere with my education.” Twain’s one-liner s

该用户的其他资料

  • 名称/格式
  • 评分
  • 下载次数
  • 资料大小
  • 上传时间

用户评论

0/200
    暂无评论
上传我的资料

相关资料

资料评价:

/ 332
所需积分:2 立即下载
返回
顶部
举报
资料
关闭

温馨提示

感谢您对爱问共享资料的支持,精彩活动将尽快为您呈现,敬请期待!