Mergers Acquisitions, and Joint Ventures

May 2003

Compiled by Ellen Terrell
Library of Congress, Business Reference Section

SCOPE OF THIS GUIDE

I have chosen to focus on deals in the United States – though many of these sources do cover international deals. As for sources for SEC filings, I have only included a few that are more well known both paid and free. Also, there is much information on mergers, acquisitions, and joint ventures that I have not included. I have focused on the more technical sources dealing with specific information, so such things as management of corporate change and other sociological aspects have not been included.

For a variety of reasons, many of the sources will not necessarily have all of the information on a deal that is desired.

• First, if the information is not required to be filed with any regulators because the deal involves companies that are private, information may or may not be available. The SEC briefly describes its role at http://www.sec.gov/answers/mergers.htm.
• Second, filing requirements in non-US countries are quite different, so information that is available on a deal in the United States may not necessarily be available for deals in other countries.
• Lastly, companies often only reveal the information that they are required to for regulatory or strategic purposes.

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Laws     |    Filings (Descriptions and Sources)

Laws

Major legislation governing the securities industry includes the following:

• Securities Act of 1933
  http://www.law.uc.edu/CCL/33Act/

  Requires that investors receive financial and other significant information concerning securities being offered for public sale; and prohibits deceit, misrepresentations, and other fraud in the sale of securities.

• Securities Exchange Act of 1934
  

  The Act creating the Securities and Exchange Commission.

• Public Utility Holding Company Act of 1935
  http://www4.law.cornell.edu/uscode/15/ch2C.html (LII US Code Collection)

  Interstate holding companies engaged, through subsidiaries, in the electric utility business or in the retail distribution of natural or manufactured gas are subject to regulation.

• Trust Indenture Act of 1939

  Covers debt securities such as bonds, debentures, and notes that are offered for public sale.

• Investment Company Act of 1940
  http://www.law.uc.edu/CCL/InvCoAct/index.html

  Regulates the organization of companies, including mutual funds, that engage primarily in investing, reinvesting, and trading in securities, and whose own securities are offered to the investing public.

• Investment Advisers Act of 1940
  http://www.law.uc.edu/CCL/InvAdvAct/index.html

  Provides for the regulation of investment advisors.

• William Act of 1966

  This Act imposed requirements on public tender offers.

Additional information about laws governing the securities industry can be obtained from the

• Securities and Exchange Commission which provides a page summarizing the major legislation governing the securities industy, along with links to the full text of a number of the laws, many from the Securities Lawyer's Deskbook.
• The Securities Lawyer's Deskbook web site, maintained by the University of Cincinnati College of Law, provides full text of many of the above laws, along with rules and regulations promulgated under each act, selected forms prescribed under the Securities Act of 1933, and regulations setting Standards of Professional Conduct for Attorneys.

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Filings (Description and Sources)

There are many sources for SEC filings. Only a selected few are listed below.

Descriptions of SEC forms (Securities and Exchange Commission)
    http://www.sec.gov/info/edgar/forms.htm

A description of all SEC filings including those most relevant to Mergers & Acquisitions (8-K, 14-C, and Proxy Solicitation Materials i.e. 14-A.

Search the Edgar database (Securities and Exchange Commission)
    http://www.sec.gov/edgar/searchedgar/webusers.htm

Free searchable database offered by the Securities and Exchange Commission of filings with the Commission.

Yahoo! Finance
     http://finance.yahoo.com/

Includes some filings but they are best accessed after retrieving a company’s profile and clicking on SEC filings.

10K Wizard
   http://www.10kwizard.com/

A free site with a paid component for more advanced usage.

SEC Info
    http://www.secinfo.com/

A free site with required signup that has Canadian information as well.

Free Edgar
    http://www.freeedgar.com/

This is a subscription database but has nice Word downloads.

GSI Online (LivEdgar)
    http://www.gsionline.com/

Paid database of SEC filings. Pre-EDGAR filings are available.

Thomson Research
    http://research.thomsonib.com/

Paid database of SEC filings. The best source for historical (pre-EDGAR) sec FILINGS.

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Dictionaries/Directories     |     Treatises     |     Textbooks     |     Journals     |     Transaction Data

Dictionaries, Directories, Guides & Handbooks

The Dealmaker's Dictionary of Merger and Acquisition Terminology. Donnan Mandell. San Diego, Calif.: Business Publications, c1985.
LC Call Number: HD2746.5 .D43 1985
LC Control Number: 87410778

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The M&A Deskbook. Stanley Foster Reed. New York : McGraw-Hill, c2001.
LC Call Number: HD2746.5 .R446 2001
LC Control Number: 2001018711

Word, phrases, an acronyms defined · 600 encyclopedic write-ups of key terms and concepts ·Statistical data from recent M&A deals.

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Directory of M&A Intermediaries. New York, NY: SDC Publishing, c 1992-.
LC Call Number: HD 2746.5 .D57
LC Control Number: 92650049

Quick access to the most experienced and effective dealmakers--with profiles of over 850 major players, including commercial, merchant and investment banks, business brokers, other M & A intermediaries, and service providers to the M & A industry. Entries are indexed by individual and company name, industry concentration, international activity, and type of firm for quick reference. The listings include: name, phone and fax numbers, address, number of employees, major focus of service and experience, number of deals closed in the past year, geographic concentration, transaction price range, turnaround involvement, fee consideration, broker cooperation policy, principal clients, and more.

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Super Searchers on Mergers & Acquisitions : The Online Secrets of Top Corporate Researchers and M&A Pros. Jan Davis Tudor ; edited by Reva Basch. Medford, N.J. : CyberAge Books, c2001.
LC Call Number: HD2746.5 .T83 2001
LC Control Number: 2001016544

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Treatises

Mergers and Acquisitions     |     Joint Ventures     |     Business Valuation

Mergers and Acquisitions

The Complete Guide to Mergers and Acquisitions : Process Tools to Support M&A Integration at Every Level .Timothy J. Galpin, Mark Herndon.San Francisco : Jossey-Bass Publishers, c2000.
LC Call Number: HD2746.5 .G35 2000
LC Control Number: 99044484

Table of Contents    |     Catalog record

Mergers, Acquisitions, and Corporate Restructurings. Patrick A. Gaughan. 2nd ed. New York : John Wiley, c2002.
LC Call Number: HD2746.5 .G38 1999
LC Control Number: 99012056

Looks at mergers, acquisitions, and other corporate restructuring practices now in use and describes how they are currently being used to revitalize and supercharge companies.

Table of Contents    |     Catalog record

The Art of M&A : A Merger Acquisition Buyout Guide Stanley Foster Reed, Alexandra Reed Lajoux.
LC Call Number: HD2746.5 .R44 1999
LC Control Number: 98045524

Covers the early stages of locating a suitable target, through the postmerger trials of turning multiple companies into one. Synopses of nearly three dozen landmark cases give real life insights into legal rulings from previous high profile mergers.

Table of Contents    |     Publisher's Description    |     Catalog record

Mergers, Acquisitions, and Leveraged Buyouts Robert Lawrence Kuhn, editor-in-chief. Homewood, Ill.: Dow Jones-Irwin, c1990.
LC Call Number: HD2785 .M46 1990
LC Control Number:89007858

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Harvard Business Review on Mergers and Acquisitions Boston : Harvard Business School Pub. Corp., c2001.
LC Call Number: HD2746.5 .H373 2001
LC Control Number:00052989

Chapters offer clues on executing successful mergers, performing friendly acquisitions, pricing, trade-offs between stock and cash, personnel questions, integrating the new organization into the old, and management. Contributors include investors, consultants, managers, and executives.

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Understanding the Mergers and Acquisitions Process. Barbara Davison. Altamonte Springs, Fla. : Institute of Internal Auditors, c2001.
LC Call Number: HF5686 .C7 D32 2001
LC Control Number: 2001271199

Overview of what mergers, acquisitions, and other such activities are all about, why they are attractive and potentially dangerous, and how to assess the risks and prepare an organization to deal with them.

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Mergers, Acquisitions, and Buyouts: A transactional Analysis of the Governing Tax, Legal, and Accounting Considerations. Martin D. Ginsburg, Jack S. Levin. Boston, Mass. : Little, Brown, c1995-
LC Call Number: KF6499 .M4 M47
LC Control Number: 96656193

Step-by-step analysis of typical and non-typical transactional permutations, checklists, flow charts, and model agreement, etc.

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Mergers and Acquisitions : Business Strategies for Accountants. Joseph M. Morris ... [et al.]. 2nd ed. New York : John Wiley & Sons , c2000.
LC Call Number: HF5686 .C7 M673 2000
LC Control Number: 99054858

Table of Contents    |     Catalog record

M & A from Planning to Integration : Executing Acquisitions and Increasing Shareholder Value.Robert J. Borghese, Paul F. Borgese. New York : McGraw-Hill, c2002.
LC Call Number: HG4028.M4 B67 2002
LC Control Number: 2001044003

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Cases in Corporate Acquisitions, Buyouts, Mergers, & Takeovers. Detroit, MI : Gale Group, c1999-
LC Call Number: HD2746.5 .C374
LC Control Number: 99009248

A collection of case studies on approximately 293 "high profile" corporate acquisitions, buyouts, mergers, and takeovers from 1868 to early 2000. About 5 percent of the text covers corporate changes during the years 1939 to 1979, and 29 percent cover the 1980s. The vast majority of the text covers case studies during the 1990s.

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Joint Ventures

Guide to Joint Ventures. Copenhagen, Denmark : IO, Investment Fund for Central and Eastern Europe, [1995?]
LC Call Number: HD62.47 .G85 1995a
LC Control Number: 96149149

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The Handbook of Joint Venturing. [edited by] John D. Carter, Robert F. Cushman, C. Scott Hartz.Homewood, Ill. : Dow Jones-Irwin, c1988
LC Call Number: HD62.47 .H355 1988
LC Control Number: 88013430

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Creating and Managing International Joint Ventures. Arch G. Woodside and Robert E. Pitts. Westport, Conn. : Quorum Books, 1996. .
LC Call Number: HD62.47 .C74 1996
LC Control Number: 95003781

A research-based examination, by a panel of international experts, focusing on the seldom understood details of cross-border joint venturing.

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Business Valuation

The Business Valuation Resource Guide : An Invaluable Guide to Valuing, Buying and Selling Any Closely Held Company and Its Assets. Stephen K. Bethel. 1st ed. Glendale, CA : Mattatall Press, 2002.
LC Call Number: In Process
LC Control Number: 2002107171

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Handbook of Business Valuation. edited by Thomas L. West, Jeffrey D. Jones. 2nd ed. New York : John Wiley, c1999.
LC Call Number: HG4028.V3 B77 1999
LC Control Number: 98055314

Table of Contents    |     Catalog record

Business Valuations by Industry. Santa Barbara, CA : Quality Services Co., [1997?-
LC Call Number:HG4028.V3 B76
LC Control Number: 98642359

Valuations of hundreds of businesses recently sold and it is organized by industry.

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Guide To Business Valuations. Fishman, Jay E. and Shannon P. Pratt and J. Clifford Griffith and D. Keith Wilson, Practitioners Publishing Company, 1999.
LC Call Number: HF5681 .V3 G85
LC Control Number: 94648583

The guide was written to help you perform business valuations efficiently and accurately, including details on how to select and apply the appropriate valuation methods; write the valuation report – quickly and correctly; deal with a variety of engagements, such as FLPs, estates, and shareholder dissent and oppression actions.

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Handbook of Business Valuation Edited by Thomas L. West, Jeffrey D. Jones. 2ed. New York: John Wiley, c1999.
LC Call Number: HG4028 .V3 B77 1999
LC Control Number: 98055314

Table of Contents    |     Catalog record

Textbooks

Takeovers, Restructuring, and Corporate Governance. J. Fred Weston, Kwang S. Chung, Juan A. Siu. 2nd ed. Upper Saddle River, N.J. : Prentice Hall, c1998.
LC Call Number: HG4028 .M4 W47 2001
LC Control Number: 00034694

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International M & A, Joint Ventures & Beyond : Doing the Deal. David J. BenDaniel, Arthur H. Rosenbloom, James J. Hanks, Jr. 2nd ed. New York : Wiley, c2002
LC Call Number: HF5635 .N35 2002
LC Control Number: 2002069193

Covers all aspects and types of international business deals. A resource for all who are involved in finding, analyzing, structuring, and negotiating these highly complex transactions

Table of Contents    |     Catalog record

Mergers and Acquisitions: Cases and Materials. William J. Carney. New York, N.Y. : Foundation Press, 2000.
LC Call Number: KF1477 .C37 2000
LC Control Number: 00265602

The material from finance and economics literature gives students an understanding of how the market for corporate control operates. Contains examples of documentation, as well as leading cases in each area. It is divided into four parts, including:

1. the source of gains in business combinations;
2. duties and risks of sellers;
3. buyers' risks in acquisitions; and
4. takeover contests.

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Journals

The Daily Deal: .The Journal for Corporate, Law & Finance Professionals. New York, NY: American Lawyer Media.
Online edition: http://www.thedailydeal.com
LC Call Number: HG4028 .M4 D35
LC Control Number: 99004783

Covers current deals in every sector, from all around the world.

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Mergers & Acquisitions: The Dealmakers' Journal . (Thomson Financial – NVST.com) Washington, D.C. : Mergers & Acquisitions, Inc.
LC Call Number: HG4028 .M4 M45
LC Control Number: 66009930

Covers the latest trends and influences impacting the buying and selling of businesses. Mergers Acquisitions focuses on such key elements as acquisition pricing, valuation, strategy, and taxes; plus, it offers complete listings of all M & A deals, including pricing, deal structure, and sales and profit levels of the merger partners.

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Mergers & Acquisitions Report (now SDC Publishing). New York, NY: Dealer’s Digest, Inc. .
Online edition: http://www.mareport.com/
LC Call Number: HD2746.5
LC Control Number: 88079273

Weekly issues deliver complete coverage of pending and ongoing deals as well as insights into industry trends, strategies and the firms and people involved.

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Mergers and Acquisitions: The Monthly Tax Journal. (Aspen) Frederick, MD : Panel Publishers, c2000.
LC Call Number: K13 .E369
LC Control Number: 00212796

This journal covers everything from recent trends in structuring and scheduling deals, financing and funding deals, and the reporting and regulatory climate.

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Acquisitions Monthly. (Thompson - http://www.acquisitions-monthly.com/) Tunbridge Wells, Kent [England] : Tudor House Publications, 1984-
Publisher's web site: http://www.aqm-e.com/
LC Call Number: HD2746.5 .A27
LC Control Number: 88646421

Contains comment, critical analysis and comprehensive statistics on every important issue in Acquisitions, Mergers and Buyouts with news and data, global trends, industry review, company profiles, sector analysis.

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Buyouts. (Securities Data Publishing - ) [Wellesley Hills, MA] : Venture Economics, c1988-
Publisher's web site: hhttp://www.buyoutsnews.com/
LC Call Number: HG4028.M4
LC Control Number: 90020245

Bi-weekly newsletter s with news, data analysis, and interpretation of trends in the buyout industry including reports on new funds and fund closes, live and done deals, exits, general partners, limited partners, deal makers, intermediaries and more. Formerly known as Buyouts & Acquisitions.

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Transactions Data

Print Resources     |     Subscription Databases |     Web Database

Print Resources

Joint publication with Harrison Lovegrove & Co. and John S. Herold, Inc. focusing specifically on upstream emerging trends, market valuation measures and shifts in regional and international transaction volumes, values and activity in the global M&A&D.

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This title is included for historical purposes. Formerly, it was a print source only but the electronic source is now part of Factset. Published quarterly, the Control Premium Study tracked acquisition premiums for completed transactions involving publicly traded target companies where a controlling interest was acquired. Analysis compared acquisition prices to the trading prices one day, one week, one month and two months prior to the announcement date of the transaction. In addition, an event study was performed for each transaction to ascertain the target company's common stock price per share unaffected by the acquisition announcement.

This is a short lived filing system for those interested in historical information. The Library of Congress has the following volumes: 1967-68, 1968-69, 1969-70.

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Selected information is available from the publisher's web site, http://www.snl.com/insurance/, including current and archived news stories of isurance company mergers and acquisitions, insuance industry vital statistics, and directory information on covered companies.

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Lists essential information on tens of thousands of announced and completed deals including: total purchase price, price paid per share, form of payment, division/unit purchased, parent company, acquiring company, type of transaction, SIC number and industry sector of target company and acquirer, price to earnings ratio, plus dozens of charts covering transactions by dollar amount and industry. Previously the Merger and Acquisition Sourcebook (HD2746.5 .M43).

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A multivolume set arranged by region. Includes all bank and thrift transactions (whole institution, branch, and all other asset transactions) for the preceding year.

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Published annually. Analyzes mergers and acquisitions involving U.S. companies, including privately held, publicly traded, and foreign companies. It also analyzes unit divestitures, management buyouts and certain asset sales. Includes industry analysis by size, premium, and transaction multiples. It also provides trend analysis by seller, type, deal size and industry as well as offering 25 years of summary M & A statistics, including average premium and price/earnings ratio.

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Selected information is available from the publisher's web site, http://www.snl.com/bank/, including current and archived news stories of bank and thrift mergers and acquisitions, bank and thrift industry vital statistics, and directory information on covered banks, industry associations, and financial and legal advisors.

SNL Securities and Sheshunoff also produces the Mergers & Acquisitions Yearbook https://secure.sheshunoff.com/. It includes bank and thrift transactions (Whole Institution, Branch, and all Other Asset Transactions). Each book is sold on a regional basis: Northeast, Southeast, Midwest, NorthCentral, Southwest, and West.

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Selected information is available from the publisher's web site, http://www.snl.com/financial_svc/, including current and archived news stories on mergers and acquisitions among financial service companies, vital statistics on the financial services industry, and directory information on covered specialty finance and investment companies.

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Subscription Databases

The subscription databases below are not available at the Library of Congress. They can be accessed only by those who have paid for the subscription. The list is provided as a courtesy for those seeking sources of searchable transaction data.

Bankers Almanac
http://www.bankersalmanac.com/

A useful source for tracking the international banking industry. Contains information on events dating back to 1980. Search options include: Bank Name, Type of Event, Date of Activity, and Country. Not available at the Library of Congress.

BIZCOMPS Studies
http://www.bvmarketdata.com/BIZAdvSearch.asp

The BIZCOMPS Studies are based on small business transaction sale data contained in three data bases--Western, Central, and Eastern. They are updated annually with each containing sale data over the last 10 years. The studies currently contain 1,250 to 1,900 transactions in each study. In addition, there is a National Industrial edition that contains data only on manufacturing, wholesale/ distribution and business-to-business service businesses. The entire BIZCOMPS data base is also available on disk and includes sales data on over 5,000 small business transactions from across the U.S. Database is searchable by SIC code, word search, sale size, price, date, and geographical area. Additional features include statistical analysis of selected transactions and spreadsheet export. Not available at the Library of Congress.

Created by Bureau van Dijk, Zephyr contains information on approaching 600,000 transactions (June 2008). Up to 100,000 new deals are added per year. The database is also expanding to cover more historical American and Asian transactions. ZEPHYR has five years of global coverage and includes deals involving European or American companies going back to 1997. Various deal types are covered including: M&A activity, IPOs, joint ventures and private equity deals. There is no minimum deal value.

Capital IQ
https://www.capitaliq.com

Offered by Standard & Poors, the database includes detailed profiles of 413,000 M&A, private equity, venture capital, PIPE, spin-off, IPOs, bankruptcies, share buyback programs, and equity/debt public offering transactions as well as ratings information on 17,900 issuers and 235,000 securities. Coverage is global with up to 10 years of history.

Deal Logic databases
http://www.dealogic.com/

M&A Analytics provides a comprehensive view of M&A activity worldwide covering a wide array of transactions including public offers, open market purchases, stock swaps, buy-outs, privatizations, recapitalisations, share buy-backs and acquisitions. Each transaction provides information on target and acquiror, deal value, advisers, financials, multiples along with a detailed deal commentary. ECM Analytics combines the industry standard new issues calendar with real-time league table rankings and a host of productivity enhancing tools allowing detailed analysis of the equity capital markets.

FactSet
https://www.mergerstat.com/newsite/index.asp