Corporate Divestitures: A Mergers And Acquisitions Best Practices Guide

Providing practical application of best practices employed in the divestiture process, Corporate Divestitures provides you with detailed guidance on how your corporation should handle a divestiture. It provides a structured approach that emphasizes disciplined execution and illustrative documents and application aids that can be adapted for use in real-world situations.

William J. Gole, MBA, CPA has many years of M&A experience, managing numerous corporate divestitures from initiation to contract and close. Mr. Gole has held a wide variety of operational, financial, and strategic positions throughout his career. Most recently he was Senior Vice President, Planning and Business Development, with Thomson Healthcare where he had responsibility for strategic planning and the management and coordination of corporate acquisition and divestiture activity.

Paul Hilger, CPA has over twenty-five years of financial leadership experience, and has led numerous acquisitions and divestitures from planning through integration. Most recently he was Executive Vice President and Chief Financial Officer of Thomson Healthcare, a division of the Thomson Corporation. Prior to Thomson he served in a number of financial management roles with the McGraw-Hill Companies.

Chapter 1. Introduction.


1.1 Overview.


1.2 Characteristics of Corporate Divestitures.


1.3 A Transaction Model.


1.4 A Staffing Model.


1.5 Enabling Principles.


1.6 How This Guide Can Help.


Key Points.


Appendix 1A. Divestiture Activity by SIC: 2002-2006.


Appendix 1B. Aggressive Divesters: 2005 and 2006.


Chapter 2. Strategic Assessment.


2.1 Overview.


2.2 Strategic Assessment Process Steps.


2.3 Analyze Portfolio and Consider Alternatives.


2.4 Opt for Divestiture.


2.5 Position the Organization for the Divestiture.


2.6 Next Steps.


Key Points.


Chapter 3. Divestiture Planning.


3.1 Overview.


3.2 Planning Phase Process Steps.


3.3 Approval.


3.4 Organization Plan.


3.5 Retention Plan.


3.6 Assembling the Divestiture Team.


3.7 Development of the Divestiture Plan.


3.8 Development of a Communication Plan.


Key Points.


Appendix 3A. Illustrative Divestiture Timeline.


Appendix 3B. Retention Planning Document.


Appendix 3C. Weekly Action Item Control (First 8 Weeks).


Appendix 3D. Communication Plan Outline.


Appendix 3E. Issues & Resolution Control.


Chapter 4. Preparing For The Transaction.


4.1 Introduction.


4.2 Preparation Phase Process Steps.


4.3 Engagement of External Resources.


4.4 Validation of the Transaction Structure.


4.5 Development of Selling Materials.


4.6 Identification of Potential Buyers.


4.7 Preparation of a Data Room.


4.8 Overview of the Phased Disclosure Process


Key Points.


Appendix 4A. Illustrative Data Room Information Listing.


Chapter 5. Disentanglement.


5.1 Disentanglement: Preparing the Business to be Separated.


5.2 Disentanglement Process Steps.


5.3 Gathering Information.


5.4 Determining the Required End-State.


5.5 Developing the Disentanglement Plan.


5.6 Quantifying the Disentanglement Costs.


5.7 Executing the Disentanglement Plan.


Key Points.


Chapter 6. Managing The Selling Process.


6.1 The Selling Process: Show Time.


6.2 Selling Process Steps.


6.3 Announcing the Intention to Sell.


6.4 Marketing the Business.


6.5 Due Diligence.


6.6 Bidding and Negotiations.


Key Points.


Chapter 7. Structuring The Transaction.


7.1 Structuring the Divestiture Transaction.


7.2 Structuring Process Steps.


7.3 Bringing in the Required Expertise.


7.4 Analyzing Alternative Transaction Structures.


7.5 Drafting the Agreements.


7.6 Negotiating the Agreements.


7.7 Complying with Regulations.


Key Points.


Chapter 8. Closing.


8.1 Closing, Transitioning, and Learning.


8.2 Closing Process Steps.


8.3 Closing the Transaction.


8.4 Managing the Post-Closing Transition.


8.5 Conducting a Post-Deal Process Assessment.


8.6 Final Thoughts.


Key Points.