Merger & Acquisition Documents

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The EBITDA Thesis in an M&A Offering Document

EBITDA (earnings before interest, taxes, depreciation, and amortization) is probably the most common investment thesis used in the M&A offering document. Actually, EBITDA is a de facto default setting [more…]

How to Execute an M&A Confidentiality Agreement

If a Buyer is interested in seeing more about the proposed M&A deal after reading the teaser, the Seller should execute a confidentiality agreement with the Buyer. [more…]

How to Handle a Breach of an M&A Confidentiality Agreement

Breaching the confidentiality agreement means one party in the M&A deal has not followed the conditions of the agreement, therefore violating the agreement. Breaches are serious occurrences and should [more…]

M&A Confidentiality Advice for Buyers

A confidentiality agreement (CA) for an M&A deal is a serious and real legal document, and a Buyer who signs a CA should take every precaution to speak only with those who need to know about the business [more…]

What is an M&A Deal Book?

The offering document for an M&A deal is the deal book, the almanac of fact, the atlas of numbers. The offering document is the bible of the company. As with any written document, it becomes dogma. In [more…]

How to Compile the Executive Summary in an M&A Offering Document

Your M&A offering document should begin with an executive summary that follows the same rhythm as your high school English papers: Start big, narrow your focus, introduce the thesis, prove the thesis, [more…]

M&A Offering Document: The Contribution Margin Thesis

With the contribution margin thesis in an M&A offering document, Seller is essentially telling Buyer, “Pay no attention to the lack of profits behind that curtain.” Instead of focusing on the bottom-line [more…]

Thesis Options for an M&A Offering Document

Your offering document for proposing an M&A deal needs to have a thesis: an argument of the Buyer’s opportunity should he choose to complete the deal. Here are four options you could use for your thesis [more…]

M&A Offering Document Thesis: Ways to Present Company Value to a Buyer

When writing an offering document, you need to include an argument for why the M&A deal is a good choice for the Buyer. One of the following thesis options might suit your offer: [more…]

Include Seller's Reasons for Selling in an M&A Offering Document

A well-written M&A offering document should provide Buyers with information about Seller’s reasons for selling and what type of deal interests the Seller. [more…]

Basic Information in an M&A Indication of Interest

The indication and its key piece of information, the valuation range, merely set up the next steps for the M&A process: meetings, letters of intent, due diligence, and [more…]

How to Present the Company Background in an M&A Offering Document

Following the executive summary of the M&A offering document, you should include a section of company background. In addition to the company’s history and ownership information, you should include the [more…]

M&A Offering Document: Description of the Market

A company exists to sell a product and/or offer a service, so the M&A offering document should reflect careful attention to the explanation of the selling company’s customers and suppliers, and sales and [more…]

M&A Offering Document: Description of Product or Service

Sellers are not shocked to find that Buyer is interested in the M&A deal because of the company’s products or services. With that in mind, the offering document needs to provide plenty of information about [more…]

M&A Offering Document: Customers and Competitors

The M&A offering document should include information about Seller’s customers and competitors. This section, even if not completely thorough in its listing of customers and competitors, should include [more…]

M&A Offering Document: Historical Financial Information

Numbers don’t necessarily speak for themselves, and M&A Buyers don’t want to have to translate them, so you as Seller should take care to present your financials in the offering document in the best light [more…]

M&A Offering Document: Financial Projections

Ideally, an M&A offering document should have five years of projections. That’s a lot of work, especially when projections are taken with a grain of salt, but Buyer should be able to get a good sense of [more…]

M&A Offering Document: Balance Sheet Basics

One of the most important figures from Seller’s balance sheet for an M&A offering document is the company’s working capital. For the purposes of M&A, working capital [more…]

M&A Offering Document: Recurring Revenue and Customer Concentration

Recurring revenue is always a plus for a company, and Sellers are wise to mention the amount of recurring revenue in the M&A offering document because it may increase Buyer interest and therefore the offer [more…]

M&A Offering Document: Profit and Expenses

The selling company’s income statement contains lots of important information for the M&A offering document. A Buyer wants to make sure he is aware of all the expense and profit information of the company [more…]

Income Statements in an M&A Offering Document

As a Seller, you want to present the numbers in your M&A offering document in the best light possible. Buyers don’t want to have to do any interpretation, so your numbers should be explained in the financial [more…]

What Is an Indication of Interest in an M&A Deal?

The indication of interest (also known as the indication or IOI) is a key landmark in any M&A deal. This document provided by the Buyer suggests a valuation range that he is willing to pay for a company [more…]

The Indication of Interest Means Progress in an M&A Deal

Although an indication of interest isn’t a binding offer for an M&A deal, it’s an important step that shows Buyer is willing to do something. Granted, that “something” is only typing out a page or two [more…]

Valuation Range and Seller’s Debt in an M&A Indication of Interest

The valuation range is the heart of the M&A indication of interest. Because the indication amounts to little more than a “dipping the toe in the water” exercise [more…]

What is an M&A Letter of Intent?

A letter of intent (LOI) is basically an M&A form of a marriage proposal from Buyer. As the name implies, the LOI lays out the intent of both parties: Seller states she is willing to sell for the proposed [more…]


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