PURCHASE AND SALE CONTRACTS

Asset Purchase or Share Purchase

There are many factors to be considered.

  • Costs
    • Restructuring Charges - early debt payment
    • Equity Issuance Fees - Investsment bank fees for issuance of Shares
    • Debt Issuance Fees - Fees to issue debt
    • Accounting Charges
    • Legal Charges
    • Investment Bank  (Confidential Information Memorandum)
  1. Executive Summary
  • Key Business Products and Service Offerings of the Company
  • Financial Overview – Revenue, EBITDA Margins, Cash Flow, profitability
  • The Nature of the Transaction
  • Investment Rational
  1. Investment Thesis
  2. Overview of the Market
  3. Overview of the Target Company
  4. Products and Services
  5. Revenue Profile
  6. Employee Profile
  7. Customer Profile
  8. Financials – Historical and Projections
Management Structure
  • Professional Services
  • Other
  • Transaction close date - Transactions is completed
  • antitrust laws
  • securities regulations
  • corporate law
  • rival bidders
  • taxes
  • Accounting issues
  • contacts
  • market conditions
  • forms of Financing
  • specific negotiation points in the M&A deal itself
  • Term Sheet (used for raising money)
  • Letter of Intent (LOI)