Tag Archives: Deal Terms

Discovering the Potholes of Deals

The buyer’s due diligence process deals with the legal, financial and strategic reviews of all of the seller’s documents, contractual relationships, operating history and organizational structure. Due diligence is a process and a test of the value proposition underlying the transaction to insure that the buyer’s company meets the expectations created before the signing of the […]

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The Pepperdine Private Capital Markets Project (PPCMP); where do I go when the bank says no!?

According to the results of the PPCMP (http://bschool.pepperdine.edu/), business owners reported having increased enthusiasm about their company’s growth plans, but almost one-half of them reported the lack of necessary financial resources to successfully execute their growth strategies. There have been about 250 bank failures since the start of the financial crisis in 2007 and with […]

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Relying on a Handshake or a Letter of Intent (LOI)

In acquisitions, a Letter of Intent, or LOI, is a document that outlines the key business terms the buyer and seller agree to, which later become the basis for all agreements and documents that legally bind a business sale. Common clauses in the LOI should include who the buyer and seller are, purchase price, structure […]

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How do buyer and seller bridge the “Price Gap” between seller’s expectations and buyer’s fears?

Earn-out agreements have long been introduced into merger/acquisition transactions when Buyers and Sellers have a “price gap” impasse; yet both have the common goal of arriving at an agreement that meets the needs of both Parties. Earn-outs may also provide a flexible way to deal with Buyer/Seller differences, future uncertainties and post-acquisition potential. Most successful […]

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The Valuation of Real Estate as Part of a Merger and Acquisition (M&A) Deal.

When real estate is a component of an M&A deal, the following, similar, lasting questions will arise: Is the real estate an operating asset, a part of the business, critically necessary to continue the operations, un-separable for any other possible use or rezoning, or possibly used at its highest and best use? If the real […]

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It’s a good deal, but is it bankable?

In the life cycle of a business there are always opportunities. The transaction could be a start-up, a commitment to growth, a merger, an acquisition, the buy-out of a partner or any number of other possibilities that occur in getting and staying in business. As a business begins sizing up these possibilities, the key question may be,” […]

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