In the midst of a flury of M&A activity, Bloomberg is reporting that buyers are requesting additional language in the representation and warranty provisions of company purchases to protect from the headline risk and drop in value of companies associated with sexual misconduct allegations. This provision is being termed the “Weinstein Clause.” How should you…
Negotiating the Sale of Your Company-Introduction to Earn-outs
You have put years of hard work, including restless nights, into your company. And now you have an offer to purchase your company (perhaps from an international corporation with operations here in US, or a US based company looking to expand their portfolio). You have been negotiating on price with the buyer and seem to…
Negotiating the Sale of Your Company: Earn-out Examples
As mentioned previously regarding earn-outs, these are common provisions that you will see from the buyer as a seller of your company as a way to compromise on the valuation. Let’s take a look at some examples: In 2014, Alcoa purchased aerospace jet engine component maker Firth Rixson for $2.85 Billion. This included $2.35 billion…
Negotiating the Sale of Your Company: Earn-outs When Staying on as an Employee
In the previous post regarding earn-outs, we went over examples of earn-out scenarios. In some instances, the buyer is not only acquiring the company, but the people to help operate the larger enterprise. Sellers may be asked to take key rolls within the buyer’s company post-sale. Let’s look at an example. In 2016, Sotheby’s acquired…
Negotiating the Sale of Your Company: Earn-outs When Executives Become Employees
Last post, we looked at an earn-out example from Sotheby’s in which the entire earn-out will be paid. Here we will look at another example, this time from Disney’s acquisition of Maker Studios in 2014, where key executives stayed on with Disney. Here we look to Disney’s 10K from 2015. On May 7, 2014, the…
M&A: Anatomy of a Successful Acquisition
There is something to be learned from successful M&A acquisitions. In contrast to an earn-out strategy, Let’s look at the timeline of Disney’s acquisition of BamTech, which began in 2016: Here, we look to Disney’s 2016 10-K In fiscal 2016, [Disney] acquired a 15% interest in BAMTech, LLC (BAMTech), an entity which holds Major League…
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