Lessons From A Failed Acquisition

2020-10-05T19:38:40+00:00October 5th, 2020|Case Studies, Negotiation, Transaction Mechanics|

The pandemic-induced downturn has undoubtedly created uncertainty for mergers and acquisitions across the globe. Deals that once seemed to offer buyers a clear path to growth have become suddenly unpalatable, resulting in several failed acquisitions. One notable instance is the recent termination of Sycamore Partners' acquisition of Victoria's Secret, which reveals a unique perspective into [...]

Earnout Collars and Allocation of Deal Risks

2020-10-08T19:41:09+00:00July 8th, 2020|Negotiation, Strategy, Transaction Mechanics|

If you're a middle market deal maker you have undoubtedly run across an earnout. In fact, earnouts have become a common mechanism to bridge the so-called "value gap" in many middle market M&A deals. Despite its common place, however, many sellers still have a hard time getting comfortable with its use, and in an uncertain [...]

Earnouts: Bridging the Value Gap

2020-06-12T16:17:13+00:00June 12th, 2020|Post-Transaction, Transaction Mechanics|

When a business owner wants to sell a business, an often contentious negotiation point arises over the company’s valuation. As you might expect, it is fairly common that a buyer wants to acquire a business (or its assets) for less than what the seller is willing to accept. To bridge the difference, which has come [...]

M&A Tax Strategy: Purchase Price Allocation

2019-06-05T13:06:15+00:00January 31st, 2019|Strategy, Taxes, Transaction Mechanics|

Purchase Price Allocation M&A transactions trigger a variety of financial and tax implications for both the buyer and seller. One such implication, and the topic of this article, is the requirement to conduct a purchase price allocation. A purchase price allocation (or “PPA”), generally defined, is an allocation of a transaction’s purchase price to the [...]

Working Capital Purchase Price Adjustment

2019-01-03T21:22:52+00:00December 1st, 2018|Diligence, Transaction Mechanics|

What is a Post-Closing Purchase Price Adjustment? Post-closing purchase price adjustments are common provisions in middle market M&A transactions. Most purchase price adjustments act as a mechanism to address the potential shifts in “value” between the date a definitive agreement is signed and the date it closes, and ownership is officially transferred. Unfortunately, these two [...]

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