Valuacion empresas

J.P. Morgan M&A Reference Manual

This “M&A bible” is meant to serve as a training guide for newcomers to M&A, as well as a technical reference manual for experienced (and not so experienced) M&A practitioners. It incorporates what a number of people in M&A believe to be essential or useful basic knowledge to perform the tasks required in the daily routine of the strategic advisory business.As the financial, legal and tax environment in which the M&A Group operates is forever changing, periodic updates of this publication are intended. As such, any suggestions for improvement would be appreciated. Please direct your comments for improvement, but not your requests for copies of the book, to Andrew GundlachEileen Smith at (77)6-38488305. An online version of the book is availableto Investment Banking professionals on the IB Analysis PolicyM&A Research database icon in Lotus Notes or through IB Today.

The book is confidential, proprietary and the sole property of J.P. Morgan and should not be passed along to colleagues outside of Investment Banking or to people at competitor firms.

Contents

Valuation methodologies overview 1
Advantages and disadvantages 1Comparable company trading analysis 6
Selected trading statistics explained 8
Selected operating statistics explained 14
Typical data problems 18
Summary of inputs and outputs 19

Comparable transactions analysis 21

Discounted Cash Flow (“DCF”) 24
Free Cash Flow (“FCF”) 25
End-period convention 29
Mid-period convention (J.P. Morgan standard) 30
Terminal value: two methods of forecasting32
Weighted average cost of capital (“WACC”) 36
Mechanics of discounting cash flows 39

Investing in, acquiring or merging with another company 41
Overview 41
Cost method 44
Fair value method 44
Equity method 45
Purchase method 50
Pooling method 55
Other accounting methods for business combinations 58
NB: These areas of accounting are highly technical. Consult with team membersregarding implementation. 58

M&A tax issues and considerations 59
I. Terminology 59
II. The five key tax questions to answer in most M&A transactions 60
III. Joint ventures 83
IV. Diagrams of selected M&A transaction structures 86

Legal Aspects of Mergers and Acquisitions in the United States 90
I. Basic forms of acquisitions 90
II. The Acquisition Agreement 91
III. Timing 92
IV.Acquisition of Stock Through Open Market or Negotiated Purchases 93
V. Acquisition of Stock Through Tender Offers 94
VI. Takeover Defenses 96
VII. State Antitakeover Statutes 99

Other analyses and selected J.P. Morgan M&A standard exhibits 100
Company “one pager” 100
Break-up valuation 106
EPS calculations 109
Analysis of shareholdings 119
Analyst coverage analysis 121
Company managementprofiles 122

Valuation methodologies overview 1
Advantages and disadvantages 1

Comparable company trading analysis 6
Selected trading statistics explained 8
Selected operating statistics explained 13
Typical data problems 17
Summary of inputs and outputs 18

Comparable transactions analysis 20

Discounted Cash Flow (“DCF”) 23
Free Cash Flow (“FCF”) 24
End-periodconvention 28
Mid-period convention (J.P. Morgan standard) 29
Terminal value: two methods of forecasting 31
Weighted average cost of capital (“WACC”) 35
Mechanics of discounting cash flows 38

Investing in, acquiring or merging with another company 40
Overview 40
Cost method 43
Fair value method 43
Equity method 44
Purchase method 49
Pooling method 54
Otheraccounting methods for business combinations 57
NB: These areas of accounting are highly technical. Consult with team members regarding implementation. 57

M&A tax issues and considerations 58
I. Terminology 58
II. The five key tax questions to answer in most M&A transactions 59
III. Joint ventures 82
IV. Diagrams of selected M&A transaction structures 84

Legal Aspects of...