Prozess

Question 1

What are the most Important documents of a Process?

Answer 1

• Pitch
• Teaser
• NDA
• IM
• MP
• LOI
• IOI
• SPA
  -Clean Team Agreement
• DDs
• Process Letter

Question 2

What are the chapters in an IM ?

Answer 2

• Executive summary
• Market Overview
• Company Overview
• Products Services & clients
• Business Model & Strategy
• Financial Overview
• Transaction Overview

Question 3

What are the Chapters in a MP?

Answer 3

• Introduction & Agenda
• Company History and Key Milestones
• Management Team Introductions
• Market and Competitive Positioning
• Business Segments / Divisions
• Operational Model
• Financial Performance (Historical & Forecast)
• Key Growth Drivers & Strategy
• Q&A Session

Question 4

What is a LOI ?

Answer 4

Letter of interest

• Later stage, after initial DD
• Formalizes terms before SPA
• Non binding
• Used to proceed to DD and final negotiations

Question 5

What is a clean team agreement?

Answer 5

USed during DD to prevent information leakage

• Allows exchange of competitive data via independent advisors
• Formats and sanitizes data

Question 6

What kinds of DD exist?

Question 7

What is the process Letter?

Answer 7

Instruction for submission and requested deliverables

• Timetable
• Biding Nature
• Disclaimer

Question 8

What are the most important elements in an SPA?

Answer 8

• Puchase price & adjustments
• Representations and warranties
• Coveneants
• Conditions Precedents
• Closing Mechanisms (deliverable, timing)
• Indemnities (proctection for buyer if representions are breached=
• Asset bought

Question 9

What happens between signing and closing?

Answer 9

• Regulatory Approval
• Third party consents
• Financing finalisation
• Condition precedents

Question 10

What is an IOI?

Answer 10

Indication of interest

• Early in process
• Preliminary valuation
• Non Binding
• Used to shortlist bidders

Question 11

What is an APA?

Answer 11

Asset purchase agreement

• Sale of specific asset or liability

Question 12

What is a fairness opinion?

Answer 12

independent professional assessment stating whether the financial terms of a proposed transaction are fair

Question 13

Which one is better for the seller, locked box or closing accounts?

Answer 13

Question 14

What comes at the end of the DD?

Answer 14

• Red data room: special restricted-access section of the virtual data room containing highly sensitive information. Only selected bidders
• Site visits:

Question 15

What is the process difference in a carve out?

Answer 15

APA