The buyers more likely to take advantage of stapled financing are
financial buyers such as private equity funds
The buyers less likely to take advantage of stapled financing are
Strategic buyers
Sell side first round bidding sell side advisor responsibilities:
Identify and contact group of buyers distribute teaser distribute CA Distribute CIM Distribute Bidding Procedures Evaluate bids Evaluate buyer's ability to pay Accretion/dilution analysis social issues antitrust issues assist seller in inviting bids to second round assist seller in notifying unsuccessful bids
Sell side First round initial contacts of buyers is usually done
over the phone
Sell side CA’s are distributed to
bidders who would like to read the CIM
Sell side CIM and bidding procedures can be handed out only after
CA is signed
After CIM is distributed
buyers are given several weeks to review CIM
buyers may engage buy-side advisers at this point
when reviewing CIM to help them develop a bid
Sell side advisor evaluates bids from both
a strategic and a financial perspective
Second round bidding sell side advisor responsibilities
- Attends management presentations
- Monitors data room access
- Facilitates visits to the target site
- Provides additional information requested by bidders
- Finalizes and distributes the final bid procedure letter to potential buyers
- Assists in advising on letter of intent
- Receives and analyzes final round bids
gives specific instructions on the information that potential bidders must include in their final legally binding, bid
Final bid procedures letter
Final bid procedures letter must contain
- the exact dollar amount of the offer
- form of purchase consideration (stock versus cash)
- financing sources
- board of directors approval
- required regulatory approvals
- estimated time until sign and close
- buyer contact information
- statement that the offer is binding
In a business acquisition, before the start of due diligence, buyer and seller often sign a
letter of intent (LOI)
A letter of intent in a business acquisition includes basic terms including
purchase price
Deal structure
employment agreement
noncompete agreement
The only part of an acquisition LOI that is typically binding is the
Confidentiality Clause
Steps in sell-side negotiation and deal closing
- Negotiate with selected bidder or bidders
- Select winning bidder + negotiate definitive agreement
- Render a fairness opinion
- Receive board of director approval of the deal
- Sign the definitive agreement
- Obtain regulatory approval
- Receive shareholder approval
- Source the funding
- Deal closes
Legally binding contract between buyer and seller
definitive agreement
First draft of definitive agreement is usually made by
sell side
After buyer receives first draft of definitive agreement, the buy side
adds revisions based on due diligence efforts
Definitive Agreement typically includes
a. overview of transaction structure
b. Representations and Warranties including material adverse change (MAC) documents and “market out” clauses
c. Covenants
d. No-shop agreements
e. Closing conditions
f. Termination clauses
g. Indemnification
In order for an acquisition to occur through a merger, there needs to be a target shareholder vote
with more than 50% (sometimes higher depending on the corporation) of the target shareholders voting for the acquisition
Prior to a vote on a merger it is necessary to send out
a proxy statement describing the transaction
Merger processes typically take place over
several months
tender offers do not require
a shareholder vote
