Mergers & Acquisitions
Sales to Third Parties
After a buyer has been identified, Jim negotiates the terms and conditions of sale, document those terms and conditions with precise language to reduce the chances of ambiguity and post-closing disputes. The definitive transaction documents typically include a term sheet or letter of intent, acquisition agreement, disclosure schedules and ancillary documents (bill of sale, assignment and assumption agreement, board resolutions, owner resolutions, certificates, opinion letters etc.). Meaningful provisions to be negotiated and documented include purchase price calculation, earn-out provisions, working capital adjustment provisions, representations and warranties, indemnification provisions, indemnity caps, thresholds and limited survival periods. He reminds clients that it is not the total purchase price included in the transaction documents that matter but, instead, it is the net purchase price actually received by clients after taxes and any post-closing adjustments.
Sales to Key Employees/Relatives
If a business owner decides to sell the business to one or several key employees or relatives, the transaction documents will be relatively the same as the transaction documents applicable in a third party sale; however, additional actions might be taken prior to the sale of the business. The owner can decide if they would like to gift or sell a small portion of the business’s equity to the key employee(s) or relative(s) as they are being groomed to take over the business. Jim outlines the sale to the key employee(s) or relative(s) from the initial decision to sell the business through the purchase of all of the owner’s equity of the business. Often the key employee or relative needs to obtain financing for the final purchase price. Jim assists in identifying and arranging the right bank and loan to complete the transaction.
Strategic Acquisitions
Jim helps clients strategize to make acquisitions to accelerate growth. Such services include assistance in connection with identifying targets, performing legal due diligence, negotiating purchase price and terms and conditions of sale, and closing the transactions.
After a buyer has been identified, Jim negotiates the terms and conditions of sale, document those terms and conditions with precise language to reduce the chances of ambiguity and post-closing disputes. The definitive transaction documents typically include a term sheet or letter of intent, acquisition agreement, disclosure schedules and ancillary documents (bill of sale, assignment and assumption agreement, board resolutions, owner resolutions, certificates, opinion letters etc.). Meaningful provisions to be negotiated and documented include purchase price calculation, earn-out provisions, working capital adjustment provisions, representations and warranties, indemnification provisions, indemnity caps, thresholds and limited survival periods. He reminds clients that it is not the total purchase price included in the transaction documents that matter but, instead, it is the net purchase price actually received by clients after taxes and any post-closing adjustments.
Sales to Key Employees/Relatives
If a business owner decides to sell the business to one or several key employees or relatives, the transaction documents will be relatively the same as the transaction documents applicable in a third party sale; however, additional actions might be taken prior to the sale of the business. The owner can decide if they would like to gift or sell a small portion of the business’s equity to the key employee(s) or relative(s) as they are being groomed to take over the business. Jim outlines the sale to the key employee(s) or relative(s) from the initial decision to sell the business through the purchase of all of the owner’s equity of the business. Often the key employee or relative needs to obtain financing for the final purchase price. Jim assists in identifying and arranging the right bank and loan to complete the transaction.
Strategic Acquisitions
Jim helps clients strategize to make acquisitions to accelerate growth. Such services include assistance in connection with identifying targets, performing legal due diligence, negotiating purchase price and terms and conditions of sale, and closing the transactions.