Investment Banking

An essential, all-in-one guide to investment banking and valuation, complete with downloadable models - this new edition reflects valuable contributions from Nasdaq and the global law firm Latham & Watkins LLP plus access to the online valuation models and course.

The thoroughly revised Third Edition of Investment Banking: Valuation, LBOs, M&A, and IPOs (Book + Valuation Models) delivers the most current discussion of valuation and deal-making fundamentals essential to the work of investment bankers, private equity professionals, hedge fund investors, corporate lawyers, executives, and students. Drawing on over four decades of combined experience in investment banking and investing, authors Joshua Rosenbaum and Joshua Pearl explain how to perform the valuation work and financial analysis at the core of Wall Street - comparable companies, precedent transactions, DCF, LBO, M&A analysis...and now IPO analytics and valuation. Using a step-by-step, how-to approach for each methodology, the authors build a chronological knowledge base and define key terms, financial concepts, and processes throughout the book.

Now, over 10 years after the release of the first edition, the book is more relevant and topical than ever. The book has sold over 250,000 copies and is used in over 200 universities globally. It has become a go-to resource for investment banks, private equity, investment firms, and corporations undertaking M&A transactions, LBOs, IPOs, restructurings, and investment decisions. While the fundamentals haven't changed, the environment must adapt to changing market developments and conditions. As a result, Rosenbaum and Pearl have updated their widely-adopted book accordingly, turning the latest edition into a unique and comprehensive training package.

The Third Edition includes six downloadable valuation model templates: Comparable Companies Analysis, Precedent Transactions Analysis, Discounted Cash Flow Analysis, Leveraged Buyout Analysis, M&A Analysis, and IPO Valuation, available at www.wiley.com/go/investmentbanking3e.

Auteur

JOSHUA ROSENBAUM is a Managing Director and Head of the Industrials & Diversified Services Group at RBC Capital Markets, where he also serves on the Management Committee for the U.S. Investment Bank. He originates, structures, and advises on M&A, corporate finance, and capital markets transactions. Previously, he worked at UBS Investment Bank and 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. He is also the co-author of The Little Book of Investing Like the Pros.

JOSHUA PEARL is the Founder and Chief Investment Officer of Hickory Lane Capital Management, a long/short equity asset manager. He focuses on public equity investments and special situations utilizing a fundamentals-based approach. From 2011-2020, he served as a Managing Director and Partner at Brahman Capital. Previously, he structured high yield financings, leveraged buyouts, and restructurings as a Director at UBS Investment Bank. 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. He is also the co-author of The Little Book of Investing Like the Pros.

Contenu

Additional Resources xv

About the Authors xvii

Foreword xxi

Acknowledgments xxiii

Disclaimer xxxi

Introduction 1

Structure of the Book 3

Part One: Valuation (Chapters 1-3) 3

Part Two: Leveraged Buyouts (Chapters 4 & 5) 5

Part Three: Mergers & Acquisitions (Chapters 6 & 7) 6

Part Four: Initial Public Offerings (Chapters 8 & 9) 8

ValueCo Summary Financial Information 9

Part One Valuation 11

Chapter 1 Comparable Companies Analysis 13

Summary of Comparable Companies Analysis Steps 14

Step I. Select the Universe of Comparable Companies 17

Study the Target 17

Identify Key Characteristics of the Target for Comparison Purposes 18

Screen for Comparable Companies 22

Step II. Locate The Necessary Financial Information 23

SEC Filings: 10-K, 10-Q, 8-K, and Proxy Statement 24

Equity Research 25

Press Releases and News Runs 26

Financial Information Services 26

Summary of Financial Data Primary Sources 27

Step III. Spread Key Statistics, Ratios, and Trading Multiples 28

Calculation of Key Financial Statistics and Ratios 28

Supplemental Financial Concepts and Calculations 42

Calculation of Key Trading Multiples 47

Step IV. Benchmark the Comparable Companies 50

Benchmark the Financial Statistics and Ratios 50

Benchmark the Trading Multiples 50

Step V. Determine Valuation 51

Valuation Implied by EV/EBITDA 52

Valuation Implied by P/E 52

Key Pros and Cons 54

Illustrative Comparable Companies Analysis for ValueCo 55

Step I. Select the Universe of Comparable Companies 55

Step II. Locate the Necessary Financial Information 57

Step III. Spread Key Statistics, Ratios, and Trading Multiples 57

Step IV. Benchmark the Comparable Companies 69

Step V. Determine Valuation 74

Chapter 2 Precedent Transactions Analysis 75

Summary of Precedent Transactions Analysis Steps 76

Step I. Select the Universe of Comparable Acquisitions 79

Screen for Comparable Acquisitions 79

Examine Other Considerations 80

Step II. Locate the Necessary Deal-Related and Financial Information 82

Public Targets 82

Private Targets 85

Summary of Primary SEC Filings in M&A Transactions 86

Step III. Spread Key Statistics, Ratios, and Transaction Multiples 88

Calculation of Key Financial Statistics and Ratios 88

Calculation of Key Transaction Multiples 94

Step IV. Benchmark the Comparable Acquisitions 98

Step V. Determine Valuation 98

Key Pros and Cons 99

Illustrative Precedent Transaction Analysis for ValueCo 100

Step I. Select the Universe of Comparable Acquisitions 100

Step II. Locate the Necessary Deal-Related and Financial Information 101

Step III. Spread Key Statistics, Ratios, and Transaction Multiples 103

Step IV. Benchmark the Comparable Acquisitions 111

Step V. Determine Valuation 113

Chapter 3 Discounted Cash Flow Analysis 115

Summary of Discounted Cash Flow Analysis Steps 116

Step I. Study the Target and Determine Key Performance Drivers 120

Study the Target 120

Determine Key Performance Drivers 120

Step II. Project Free Cash Flow 121

Considerations for Projecting Free Cash Flow 121

Projection of Sales, EBITDA, and EBIT 123

Projection of Free Cash Flow 125

Step III. Calculate Weighted Average Cost of Capital 131

Step III(a): Determine Target Capital Structure 132

Step III(b): Estimate Cost of Debt (rd) 133

Step III(c): Estimate Cost of Equity (re) 134

Step III(d): Calculate WACC 138

Step IV. Determine Terminal Value 138

Exit Multiple Method 139

Perpetuity Growth Method 139

Step V. Calculate Present Value and Determine Valuation 141

Calculate Present Value 141

Determine Valuation 143

Perform Sensitivity Analysis 145

Key Pros and Cons 146

Illustrative Discounted Cash Flow Analysis for ValueCo 147

Step I. Study the Target and Determine Key Performance Drivers 147

Step II. Project Free Cash Flow 147

Projection of Sales, EBITDA, and EBIT 149

Step III. Calculate Weighted Average Cost of Capital 154

Step IV. Determine Terminal Value 159

Step V. Calculate Present Value and Determine Valuation 161

Part Two Leveraged Buyouts 167

Chapter 4 Leveraged Buyouts 169

Key Participants 171

Financial Sponsors 171

Investment Banks 172

Bank and Institutional Lenders 174

Bond Investors 175

Private Credit Funds 176

Target Management 176

Characteristics of a Strong LBO Candidate 177

Strong Cash Flow Generation 178

Leading and Defensible Marke…