Capital Archives - M&A

The modern mergers and acquisitions (M&A) landscape is awash in creative financing tools, each engineered to squeeze the most value out of a deal before, during, and after closing. Two of the most aggressive tools — debt hurdles and equity kicks — often look innocuous in a glossy investor deck, yet they can quietly drain...

In the high-stakes world of mergers and acquisitions (M&A), no deal document is scrutinized more feverishly than the purchase agreement. Tucked inside that stack of legalese is one short section that can change everything: the Material Adverse Change, or “MAC,” clause. On paper, a MAC clause is designed to protect the buyer if the target...

If you spend any time around deal lawyers or private-equity principals, you’ll hear the phrase “indemnity basket” tossed out with the same casual confidence as “term sheet” or “closing dinner.” But for many people—even seasoned executives—the concept can feel a little abstract until real dollars are at stake. Because indemnity baskets govern when a buyer...

Anyone who has sat around a conference table preparing for a future round of mergers and acquisitions (M&A) knows the power a single number can hold. A share price that feels like harmless paperwork in January can become a negotiation anchor by June, a footnote that suddenly drives option repricing, tax exposure, and—worst-case—regulatory headaches. Enter...

If you have ever been involved in mergers and acquisitions (M&A), you already know that signing the purchase agreement is only half the battle. What comes next—folding two companies into one seamless, productive whole—can make or break the deal’s projected value. Yet countless executive teams sprint through due diligence, high-five at closing, and then realize...

Ask any deal-maker how a transaction went and you’ll hear about wrangling over multiples, legal reps, and closing dinners. Ask the finance team the same thing and you’ll get a smirk followed by two loaded words: purchase price. In the universe of mergers and acquisitions (M&A), the signing ceremony may feel like the finish line,...

Everyone in the world of mergers and acquisitions (M&A) loves to toss around valuation “multiples.” They feel tangible, objective—almost scientific. Mention that a software target is trading at 12x forward EBITDA and you sound like you’ve nailed its worth down to the decimal. But without benchmarking—carefully lining up those numbers against real, relevant reference points—multiples...