Investment Banking FOCUS NOTES provides a comprehensive, yet streamlined, review of the basic skills and concepts discussed in Investment Banking: Valuation, Leveraged Buyouts, and Mergers & Acquisitions, Second Edition. The focus notes are designed for use both as a companion to the book, as well as on a standalone basis. Investment Banking focuses on the primary valuation methodologies currently used on Wall Street namely, comparable companies analysis, precedent transactions analysis, DCF analysis, and LBO analysis as well as detailed M&A analysis from both a sell-side and buy-side perspective. Our focus notes seek to help solidify knowledge of these core financial topics as true mastery must be tested, honed, and retested over time.
Joshua Rosenbaum is a Managing Director at UBS Investment Bank in the Global Industrial Group. He originates, structures, and advises on 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. Joshua Pearl is an investment analyst at Brahman Capital Corp. Previously, he structured and executed leveraged loan and high yield bond financings, as well as leveraged buyouts and restructurings as a Director at UBS Investment Bank in Leveraged Finance. Prior to UBS, he worked at Moelis & Company and Deutsche Bank. He received his BS in Business from Indiana University's Kelley School of Business.
About the Authors vii Introduction viii Chapter 1: Comparable Companies Analysis 1 Overview of Comparable Companies Analysis 3 Step I: Select the Universe of Comparable Companies 4 Step II: Locate the Necessary Financial Information 7 Step III: Spread Key Statistics, Ratios, and Trading Multiples 9 Step IV: Benchmark the Comparable Companies 27 Step V: Determine Valuation 33 Key Pros and Cons 38 Chapter 2: Precedent Transactions Analysis 39 Overview of Precedent Transactions Analysis 41 Step I. Select the Universe of Comparable Acquisitions 42 Step II. Locate the Necessary Deal-Related and Financial Information 46 Step III. Spread Key Statistics, Ratios, and Transaction Multiples 49 Step IV. Benchmark the Comparable Acquisitions 64 Step V. Determine Valuation 66 Key Pros and Cons 67 Chapter 3: Discounted Cash Flow Analysis 69 Overview of Discounted Cash Flow Analysis 71 Step I. Study the Target and Determine Key Performance Drivers 73 Step II. Project Free Cash Flow 75 Step III. Calculate Weighted Average Cost of Capital 91 Step IV. Determine Terminal Value 106 Step V. Calculate Present Value and Determine Valuation 112 Key Pros and Cons 118 Chapter 4: Leveraged Buyouts 119 Overview of Leveraged Buyouts 121 Key Participants 122 Characteristics of a Strong LBO Candidate 127 Economics of LBOs 132 Organization and Preparation 209 First Round 218 Second Round 229 Negotiations 236 Closing 241 Negotiated Sale 246 Chapter 7: Buy-Side M&A 247 Overview of Buy-Side M&A 248 Buyer Motivation 250 Acquisition Strategies 254 Form of Financing 259 Deal Structure 264 Buy-Side Valuation 273 Merger Consequences Analysis 278 Index 295
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