Corporate M&A GXC Toolkit:

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Contact: Catherine Lemire

February 2003
This information is confidential and was prepared by Bain & Company solely for the use of our client; it is not to be relied on by any 3rd party without Bain's prior written consent.
GXC - serving clients
Questions Recommended content

• How do I get familiar with trends in Corporate M&A, For content summarized by Bain:
including deal volume, types of deals and multiples • Corporate M&A Trends
paid? • M&A Trends in Europe
• M&A Trends in Asia (ex Japan) 2001
• M&A Trends in Asia (ex Japan) 2002
• M&A Trends in Japan
For raw data from third-parties:
• M&A Data Sources
• External Sources (Content Type on GXC)

• What are the key M&A themes currently being • Corporate M&A Literature
researched and discussed outside of Bain? • External Sources (Content Type on GXC)

• What legal watchout’s should I be aware of before • Legal Do’s and Dont’s for Bain M&A Team
starting a case or writing a proposal? • M&A Legal & Timing Considerations for Bain Clients

• I am starting a new Corporate M&A case. How do I find • The M&A Process
out about the process I will need to go though to help • Corporate M&A Valuation Tool
me plan my work? - Exercise on Synergy Valuation
- Excel Valuation Model
• LBO Due Diligence Critical Activities
• You may also find relevant examples in:
Case Examples (Content Type on GXC)
• Excel Valuation Model
• My Manager has asked me to build the initial skeleton GXC
of the valuation model for our case. What should it • Corporate M&A Valuation Tool
look like? • Primer on M&A Accounting
• For additional training, refer to: BVU/Training Modules
(Content Type on GXC)
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This information is confidential and was prepared by Bain & Company solely for the use of our client; it is not to be relied on by any 3rd party without Bain's prior written consent.
GXC - selling clients (1 of 2)
Questions Recommended content

• We are preparing a meeting with senior • Suggested Background Materials on Prospective Client
management of a prospective client. What • M&A Capabilities Diagnostic
background materials on the company should I • Company M&A Activity Reference Database
prepare?

• Do we have an overall, generic M&A presentation • Corporate M&A Selling Presentation

that details Bain’s credentials, approach and point-of-
view on M&A success?

• What can I use to convince my prospective client that • Bain M&A Credentials
Bain’s Corporate M&A credentials are excellent? • Experience Slides for additional Private Equity
experience (Content Type on GXC)
• Case Examples for disguised Bain cases (Content Type
on GXC)
• Client Successes for short Bain client success stories
(Content Type on GXC)
• Active cases
• List of M&A experts
• Articles written by Bain

• Corporate M&A Selling Presentation

• How do I describe the Bain approach?
• Bain’s Role in Strategic Divestment

• How is Bain’s role different/complementary to the role • Bain vs. Investment Bank Approach
investment banks play? GXC

• What are good examples of Bain proposals? • Proposals database (Content Type on GXC)
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This information is confidential and was prepared by Bain & Company solely for the use of our client; it is not to be relied on by any 3rd party without Bain's prior written consent.
GXC - selling clients (2 of 2)
Questions Recommended content

• What is Bain’s point-of view (POV) on how successful • M&A Success Drivers: Capitalizing on Experience
acquirers capitalize on experience? - Empirical Research Results
- Case Study Findings
- Results for U.S. vs. Europe/Japan
• M&A Success Drivers: Capitalizing on Experience (Europe)
- Europe Detailed Findings
• M&A Success Drivers: Capitalizing on Experience (Japan)
- Japan Detailed Findings
• Company M&A Activity Reference Database

• POV on the discipline necessary to be successful in • M&A Success Drivers: Four Disciplines
M&A?
• POV on the impact of deal accretion vs. dilution? • Performance of Accretive/Dilutive Deals
• POV on the relationship between CEO departures and • CEO Departures Following M&A Activity
deal success?
• POV on key success factors in industry • Key Success Factors in Consolidation
consolidation?
• POV on the value, planning and integration • M&A Strategic Rationales
considerations specific to an M&A strategic
rationale?
• POV on the types of acquisition strategies, in the • Achieving Through Acquisitions
framework of Profit from the Core?
• POV on M&A value creation in financial services? • Creating Value in Financial Services
• Creating Value in Banking M&A
• What are examples of BDP companies in Corporate • Company Profiles (Content
GXC Type on GXC)
M&A?
• Is there a document that summarized many of those • Corporate M&A Selling Presentation
findings into one logical story?
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This information is confidential and was prepared by Bain & Company solely for the use of our client; it is not to be relied on by any 3rd party without Bain's prior written consent.
GXC - marketing
Questions Recommended content

• I have been asked to make a presentation on M&A at a • Atlanta M&A Conference Presentation
conference. What materials can I leverage? - Atlanta M&A Conference Speech
• London Bloomberg M&A Conference Presentation

• I am planning an M&A conference in my region. Is • CONFERENCE TEMPLATE (coming)

there a standard template (agenda, speakers, etc.) that
I can leverage?

• What M&A topics has Bain written about lately? • Articles written by Bain
Where have those articles been published?

• I hear Bain is in the process of writing a book on M&A. • Upcoming Book by Bain: Disciplining the Deal
What will it be about?

GXC

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This information is confidential and was prepared by Bain & Company solely for the use of our client; it is not to be relied on by any 3rd party without Bain's prior written consent.
GXC structure – home page
There are 3 main categories…

1. Home 2. Core 3. Archives

• Contains 3 sub- • Can be viewed • Typically older

categories (sorted) in 3 ways: and/or less
• Introduction: - By content type relevant materials
typically start-up - By M&A topic
materials for case - By industry
teams
• Selling materials:
selling
presentation,
approach, point-of-
view, credentials,
etc.
• Bain’s Corporate
M&A Practice:
active cases, M&A GXC

experts, marketing

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This information is confidential and was prepared by Bain & Company solely for the use of our client; it is not to be relied on by any 3rd party without Bain's prior written consent.
GXC structure - core
Topics Industry Sectors
Commercial Dives-
General Nego- Financial Tech & Health
Screening review & Structure titure & Retail Others
Content types M&A tiation services telecom care
valuation spin off
Approaches/POV:
Bain perspectives on
selling & serving
clients

BVU/Training
modules

Case examples:
disguised Bain cases

Client successes:
brief disguised Bain
cases

Company profiles:
not Bain client/case

Experience slides

Industry
overview: overview
of sector and trends

Proposals:
pulled from proposal
database

External sources:
GXC
pulled from central
database

Note: shaded areas represent current breakdown of toolkit CorpMAGXCToolkit

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This information is confidential and was prepared by Bain & Company solely for the use of our client; it is not to be relied on by any 3rd party without Bain's prior written consent.