Founded in 1807, John Wiley & Sons is the oldest independent publishing company 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 analysis, as well as much more.
For a list of available titles, visit our website at www.WileyFinance.com.
Third Edition
Copyright © 2018 by Chris M. Mellen. 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 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 publishes in a variety of print and electronic formats and by print‐on‐demand. Some material included with standard print versions of this book may not be included in e‐books or in print‐on‐demand. If this book refers to media such as a CD or DVD that is not included in the version you purchased, you may download this material at http://booksupport.wiley.com. For more information about Wiley products, visit www.wiley.com.
Library of Congress Cataloging‐in‐Publication Data:
Names: Names: Mellen, Chris M., author. | Evans, Frank C., author.
Title: Valuation for M&A : building and measuring private company value / Chris M. Mellen.
Other titles: Valuation for M & A | Valuation for M and A
Description: Third edition. | Hoboken : Wiley, 2018. | Series: Wiley finance | Revised edition of Valuation for M&A, c2010. | Includes index. | Identifiers: LCCN 2018008632 (print) | LCCN 2018011918 (ebook) | ISBN 9781119437345 (pdf) | ISBN 9781119437383 (epub) | ISBN 9781119437413 (oBook) | ISBN 9781119433835 (hardback)
Subjects: LCSH: Corporations—Valuation. | Consolidation and merger of corporations.
Classification: LCC HG4028.V3 (ebook) | LCC HG4028.V3 E93 2018 (print) | DDC 658.16/2—dc23
LC record available at https://lccn.loc.gov/2018008632
Cover Design: Wiley
Cover Images: © MaxxiGo/Shutterstock; © discpicture/Alamy Stock Photo
“Value” is an expression of the worth of something, measured using two metrics: return and rate of return. To create and build value, businesses must pursue strategies that raise the return, reduce the risk, or combine the two. Conceptually, this seems obvious, but application is more difficult.
The mystery surrounding a company's value often causes executives to make bad investment and operational decisions. But these poor choices can be avoided. Accurate valuations are possible, and M&A deals can succeed for both buyers and sellers. The keys to success are in the pages that follow.
Through providing valuation advisory services to thousands of companies and corporate executives, we have developed the tools to accurately measure and successfully build value in companies. By employing these techniques, owners and managers can determine their company's value, what drives it, and how to enhance that value both in M&A and through daily operations.
In M&A transactions, sellers, buyers, and even their advisors struggle over the value of a business. Often they are frustrated by what they see as the other side's unrealistic expectations. These uncertainties abound:
Greater fundamental mystery exists in private companies – those not traded on a public stock market, including thinly traded public companies or divisions of large corporations. Most owners and managers operate these companies year after year without ever knowing the answers to these basic questions:
Selling is just one of many options available to a business owner to exit the business. This third edition again takes a step back to discuss the now‐maturing field of exit planning, explain the unique challenges of private company owner exit decisions and the exit‐planning process, and discuss some exit alternatives in cases where selling may not currently be the right option for the business owner.
There have been considerable changes in the economy since the prior editions were written. The economy has rapidly become more knowledge‐based, where intangible assets are a more significant portion of a company's value, and more global. Financial reporting standards pertaining to M&A transactions have responded – and this third edition has also responded.
This book provides the tools to answer these and related questions. It is written for business owners, investors, and managers of private companies in the lower middle markets (i.e. companies generating between $3 million and $250 million in revenues) who lack the guidance of a stock price set by a free and active market. It does so in five new sections. The introductory chapter that comprises Part I introduces many of the concepts covered in this book on how both buyer and seller can win from an M&A transaction. Part II focuses on factors to consider when doing both a quantitative and qualitative assessment of a business in an effort to build company value in preparation for an M&A transaction. This part's four chapters introduce and explain how to measure private company return on investment, factors to consider in a market and competitive analysis, specific steps to take in preparing for an M&A transaction, and how to measure synergies to be gained following a successful transaction. Part III explains the valuation process for M&A purposes over eight chapters, which cover the three approaches to value and how to reconcile results when conducting a valuation analysis for a potential or actual M&A transaction. Part IV introduces and explains seven specialty issues as they relate to valuation for M&A, including: exit planning, deal structure, fairness opinions, financial reporting, intangible assets, start‐ups, and cross‐border M&A. Finally, Part V pulls together many of the concepts covered in this book with two case studies – one involving a distribution business and a second involving a public relations agency (professional services firm).
Our solutions to valuation and return on investment questions create accountability and discipline in the M&A process. Our techniques incorporate value enhancement into a private company's annual strategic planning to provide direction to shareholders in their investment decisions. In short, our book is a roadmap to building and measuring value in both operating a company and selling or buying one.
Many investors have heard about building value in a public company where the stock price provides the market's reaction to the company's performance. It is much more difficult to develop a successful strategy and measure performance and ROI accurately when no stock price exists. Difficult, but not impossible.
We invite our readers to employ these techniques to achieve accurate M&A valuations for private companies and to build value in daily operations. Trade the mystery for this roadmap to wealth.
This book is dedicated to our dear friend and mentor, David Bishop, coauthor of the first edition. Through his formation of the American Business Appraisers national network, David brought us together and provided countless hours of education and guidance to elevate us in the business valuation profession. For that we are deeply grateful.
In addition to David, this book would not have been completed successfully without the help and support of many of our colleagues and of Sheck Cho at John Wiley & Sons. We would also like to thank Sid Shaver for his contribution of Chapter 20, “Cross‐Border M&A”; Ken Sanginario for his contribution of Appendix 8A, “Using Specific Company Risk Strategically”; and Justin Johnson for his contribution of Appendix 13A, “Disciplined and Thorough Valuation Analysis Key to Avoiding Failed M&A Deals.”
My thanks to exit planning advisor extraordinaire John Leonetti for his invaluable feedback and many suggestions on the exit planning chapter. I would also like to thank Roger Grabowski for his comments on the cost of capital chapter; Ray Rath, René Hlousek, and Darren Cordier for their edits and feedback on the initial financial reporting and intangible asset chapters in the second edition; Ed Hamilton for his update of the financial reporting chapter in this third edition; Charles Costa for his math checks on the exhibits and some general research; Patrice Radogna for her review of the new case study on the professional services firm; and Frank Mainville and Andrew Reddington for their critique and enhancements to the high‐tech start‐up chapter. And, most important, I owe my deepest gratitude to my family. To my wife, Kim, and my daughters, Sophia and Julia, thank you for your tolerance of my long hours while I was working on both the second and third editions of this book, and for the love, light, and support you bring to me every day!
My continuing thanks to my brother, Harry Evans, who helped so much with the first edition; to my friend and colleague, Frank Mindicino, for his unique knowledge and insights; and to my assistant, Shelly Myers, and my partner and daughter, Sarah DeKreek. Finally, to my wife, Lin, thanks for your love and support in so many ways.