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Table of contents:
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
Contents:
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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