Mergers and acquisitions (M&A) usually bring to mind blockbuster deals with eye-watering price tags, but most of the real action takes place a few rungs down the ladder. Mid-market transactions—typically involving companies valued between roughly $25 million and $500 million—still feature tense negotiations, high-stakes diligence, and delicate post-deal integration; they simply do so with fewer...
Anyone who has spent time in the mergers and acquisitions (M&A) arena knows that most transactions start with contagious optimism: models project sparkling synergies, investment decks promise seamless integration, and everyone is convinced that the deal structure is bullet-proof. Yet a surprising number of those “bullet-proof” structures are overengineered—so packed with contingencies, covenants, earn-outs, side...
Anyone who has ever shepherded a company through a financing round—or sat across the table from a buyer in an M&A closing room—knows that the seemingly mundane language of an operating agreement can make or break a transaction. One clause, in particular, sneaks up on founders and minority investors more than any other: drag-along rights....
In today’s mergers-and-acquisitions landscape, regulators have swapped their reading glasses for magnifying lenses. Antitrust authorities on both sides of the Atlantic are blocking or re-writing deals that would have sailed through only a few years ago. Whether you’re nursing memories of FTC pushback on vertical tech tie-ups or the CMA’s tough stance on cross-border megamergers,...
Every seller knows the dance: inflate adjusted EBITDA just enough to wow prospective buyers without crossing the line into fantasy. In the heat of a fast-moving mergers and acquisitions (M&A) process, those tidy little “adjustments” can look like free value, especially when a banker’s deck shows a dramatic multiple of a bigger number. The problem?...
A mid-sized U.S. software company recently agreed to buy a British competitor for roughly USD 30 million. The purchase documentation fit neatly into a red-lined Share Purchase Agreement that ran 42 pages. The tax memo that accompanied it? A 214-page beast, costed at USD 3.6 million—more than 10 percent of the transaction value and, for...
If you have ever stood beneath a glass skyscraper and felt a small pang of vertigo, you already understand the first emotion most newcomers feel when they look at a modern acquisition’s capital structure. It is tall, reflective, and complicated. Bank term loans, revolvers, first-lien notes, second-lien notes, mezzanine, preferred equity, PIK toggles, seller paper—the...
Do visions of a celebratory closing dinner dance in your head while a stack of pre‑deal tasks begs for attention? You’re not alone. Many owners, CEOs, and corporate‑development leads view the Letter of Intent (LOI) as the official starting pistol for an M&A transaction. In reality, the deal’s fate is largely sealed well before any...
Imagine you walk into a car dealership and the salesperson tells you the sedan on the lot gets “60 miles per gallon—if you only drive downhill with a tailwind.” Technically true, maybe, but it hardly reflects everyday reality. In mergers and acquisitions, “normalized EBITDA” can feel a lot like that downhill‑with‑a‑tailwind claim. The seller’s team...
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