deal-structuring

What problem does it solve?

This Skill assists in navigating the complexities of M&A deal structuring and the design of term sheets, ensuring all critical aspects are considered for a successful transaction.

Core Features & Use Cases

• Deal Structure Selection: Analyzes transaction specifics to recommend the optimal legal structure (Asset Purchase, Stock Purchase, Merger).
• Consideration Design: Helps define the mix of cash, stock, earnouts, and seller notes.
• Purchase Price Mechanism: Facilitates the choice between Locked Box and Completion Accounts.
• Key Term Negotiation: Provides guidance on Representations & Warranties, Indemnification, MAC clauses, and restrictive covenants.
• Use Case: When advising a client on acquiring a target company, this Skill can help determine whether an asset or stock purchase is more advantageous based on tax implications, liability, and operational considerations, and then draft the core terms for the term sheet.

Quick Start

Use the deal-structuring skill to analyze a potential acquisition of 'TargetCo' by 'Acquirer Inc.' with an indicative EV of $50M, focusing on the tax implications for a C-corp seller in a stock purchase versus an asset purchase.