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...
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...
If you’ve ever been part of a mergers and acquisitions (M&A) transaction, you’ve likely heard all sorts of buzz around preparing and maintaining a data room. Some might even call the process akin to burying seller secrets in a “digital graveyard,” never to see the light of day again. It sounds dramatic, but it underscores...
Private equity firms have a certain mystique about them. Some people imagine a group of slick Wall Street types swooping into successful companies, squeezing out profits, and then moving on to the next big deal. Others envision a more respectable, methodical enterprise that identifies undervalued businesses, helps them grow, and then reaps the rewards years...
Sometimes mergers and acquisitions (M&A) can feel like juggling a million moving parts—everything from nailing down a fair price to sorting out where the money will come from in the first place. Often, everyone’s so busy zeroing in on traditional financing that they overlook one of the most versatile tools available: seller financing. It’s a...
If you’ve spent any time in the mergers and acquisitions world, you’ve probably heard all about so-called “unicorns”—those flashy startups with billion-dollar valuations. But here’s something that doesn’t always make the headlines: mid-market businesses are quietly emerging as the real game-changers. Yes, I’m talking about companies that typically generate anywhere between $10 million and $500...
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