Capital Archives - M&A

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...

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,...

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...

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...