Make the Deal

A comprehensive introduction to today's M&A strategies Make the Deal is a direct and accessible guide to striking a powerful M&A deal. Merging business, finance, and law, this insightful examination of M&A strategy is designed to help you understand M&A negotiations and the ways in which the final outcome affects your financial future. A general overview of an acquisition agreement framework segues into a more detailed discussion of different deal structures, including stock sales, mergers, asset sales, and complex structures, giving you the information you need to know when each one applies best in practice. You'll gain insight into real-world negotiations and the delicate balancing act that occurs as each party attempts to maximize value and minimize risk, and learn the potential pitfalls that can occur. Negotiation statistics and samples from actual contracts back the war stories throughout, and reinforce the idea that there's no single perfect solution. As a topic of study, M&A is constantly evolving; in practice, it changes at the speed of light. Staying ahead of the market is the single most critical element of making the best deal, and the strategy that worked for one deal most likely won't work for the next. Instead of simply providing a list of strategies that have worked in the past, this book shows you why they worked, so you can tailor your strategy specifically to your next deal. Learn how M&A contract terms affect economic outcomes Examine the techniques and mechanics of today's acquisition agreements Develop a legal framework that supports your business strategy Follow the ups and downs that arise in real-world cases A successful M&A transaction requires both attention to detail and a big picture view, combined with skill, intellect, and ingenuity. Make the Deal brings it all together to show you how to run the table and come away with a win.

About the Author vii CHAPTER 1 Introduction to Deal-Making 1 Deal-Making in Practice CHAPTER 2 Setting Up the Deal 7 Overview and Confidentiality Agreements CHAPTER 3 Setting Up the Deal 33 Key Provisions and Agreements CHAPTER 4 Architecture of the Acquisition Agreement 55 CHAPTER 5 Purchase Price 67 CHAPTER 6 Representations and Warranties 87 CHAPTER 7 Covenants 117 CHAPTER 8 Closing Conditions 131 CHAPTER 9 Termination Rights 149 CHAPTER 10 Material Adverse Effect 161 CHAPTER 11 Equity and Debt Commitment Letters 181 CHAPTER 12 Financing Risk 187 CHAPTER 13 Topping a Public Merger 217 CHAPTER 14 Indemnities 245 CHAPTER 15 Dispute Resolution 273 CHAPTER 16 Structuring M&A Deals 281 Index 309