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KENNETH R. FERRIS is Distinguished Professor of World Business at Thunderbird, The American Graduate School of International Management. The author/co-author of ten books, he has served on the faculties of Ohio State University, Northwestern, SMU, and numerous institutions of higher learning throughout the Asia-Pacific region. He has served as director of five corporations, including three listed on the New York Stock Exchange. He currently serves as mergers and acquisitions consultant to small businesses in the southwest US.

BARBARA S. PÉCHEROT PETITT is Assistant Professor of Finance at Thunderbird, The American Graduate School of International Management. She specializes in corporate finance, valuation, mergers, and acquisitions. Prior to joining Thunderbird, she spent two years with Financial Services Management Development Limited as a consultant, and worked for several banks and companies in London and abroad. She holds a Ph.D. in Finance from the University of Grenoble, France.

In Valuation: Avoiding the Winner's Curse, authors Kenneth R. Ferris and Barbara S. Pecherot Petitt will help you master both the science and the art of M&A valuation. Concise, realistic, and easy to use, it brings together the field's best "rules of thumb," compares every leading traditional and alternative approach, presents examples and case studies from many industries, and offers practical solutions for today's key accounting, reporting, and tax-related challenges.

Table of Contents



Preface.


1. Valuation: An Overview.

Why Firms Merge or Acquire: A Historical Perspective. Merger and Acquisition Premiums. The Process of Valuation. Alternative Valuation Frameworks. Summary. Notes.



2. Financial Review and Pro Forma Analysis.

Financial Review. Pro Forma Analysis. Sensitivity Analysis: Alternative Scenarios. Summary. Notes. Appendix 2A: Nokia Corporation Financial Data. Appendix 2B: Preparation of Statement of Cash Flows. Appendix 2C: Displayed Formulas for EXCELª Spreadsheet. Appendix 2D: Account Forecasting Alternatives.



3. Traditional Valuation Models.

Earnings Multiples Analysis. Discounted Cash Flow Analysis. Summary. Notes. Appendix 3A: Calculating the WACC for a Complex Capital Structure. Appendix 3B: Some Frequently Asked Questions and Answers About DCFA and Earnings Multiples Valuation.



4. Alternative Valuation Models.

Valuation in the Absence of Earnings or Cash Flow. Valuation When Capital Structure Changes. Economic Value Analysis. Real Options Analysis. Summary. Notes. Appendix 4A: Discounted Cash Flow Analysis: GoAmerica, Inc. Appendix 4B: Capital Cash Flow Analysis. Appendix 4C: DCFA When a Firm's Capital Structure Changes. Appendix 4D: The Black-Scholes Model.



5. Accounting Dilemmas in Valuation Analysis.

Assessing Economic Reality. Income Statement Transformations: Forecasting Permanent Earnings and Free Cash Flows. Balance Sheet Transformations: Forecasting the Equity Value of a Company. Cash Flow Statement Transformations: Forecasting CFFO and Free Cash Flow. Summary. Notes.



6. Financial Reporting and Tax Considerations in Mergers and Acquisitions.

Financial Reporting: To Combine, or Not to Combine? Consolidated Reporting: Pooling versus Purchase Accounting. Pooling versus Purchase Accounting: The Effect on Firm Valuation. Tax Considerations of Mergers and Acquisitions. Minority Interest. Accounting for Goodwill. Summary. Notes. Appendix 6A: Negative Goodwill.



7. Some Final Thoughts.

Valuation: A DebrieÞng. Some Caveats to Consider. Closure.



Bibliography.


Index.

 
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