Search results “Model share purchase agreement”
Share Purchase Agreements
Michael Buckworth talks about the key considerations when negotiating share purchase agreements governed by English law.
Views: 3552 Buckworths
Definitive Agreement - Mergers & Acquisitions
Learn why definitive agreements in M&A deals are important, what they are, and some of the key terms to look for. By http://breakingintowallstreet.com/ "Financial Modeling Training And Career Resources For Aspiring Investment Bankers" You will also learn how to skim through agreements and locate key information quickly. More at http://www.mergersandinquisitions.com/definitive-agreement-mergers-acquisitions/ Here are the key terms we'll look at: -Purchase Price, Form of Consideration, Buyer/Seller, and Transaction Type. -Treatment of Outstanding Shares, Options, and RSUs and Other Dilutive Securities -Representations and Warranties -Covenants -Solicitation ("No Shop" vs. "Go Shop") -Financing -Termination Fee -Indemnification -Employee Non-Competes -Material Adverse Change (MAC) and Material Adverse Effect (MAE) Clauses -Closing Conditions We'll also go over the differences between public sellers vs. private sellers, stock purchases vs. asset purchases, and also regional variations such as the HSR Act that companies must clear in the US to complete a merger or acquisition. You can get the Excel file with the relevant links at the URL below: http://youtube-breakingintowallstreet-com.s3.amazonaws.com/Definitive-Agreement.xlsx
Asset vs. Share Purchase - How to Sell a Business How to Buy a Business - David C Barnett
http://www.BusinessBuyerAdvantage.com http://www.HowToSellMyOwnBusiness.com http://www.InvestLocalBook.com Buying assets vs. buying shares When buying or selling a business, a common question that comes up is whether to buy or sell the shares or the assets of the business. For some people who are not familiar with this, the concept can be hard to grasp. That’s why I made this video to explain things in simple terms: https://youtu.be/HgDLgwbXgj0 Here’s an illustration. Imagine that Mark owns a lawn maintenance company; Mark’s Lawns Inc. Mark’s Lawns Inc. owns a tractor. If you wanted to get into the lawn maintenance business you could buy Mark’s Lawns Inc. The ownership of the tractor doesn’t change. It was and still is owned by Mark’s Lawns Inc. In this case, the seller is Mark. He’s selling the shares of the corporation to you. The other way to buy the business would be to buy the tractor. In this case, Mark’s Lawns Inc. is the seller. The ownership of Mark’s Lawns Inc. doesn’t change. Mark will still own this corporation after the transaction, the only difference is that the company will have money in it instead of a tractor. Because corporations are people under the law, a share sale makes a new owner subject to liabilities to past events. An attorney will do their best to structure warranties to try to protect a buyer but at the end of the day, a share sale could expose a buyer to unwanted liabilities. Asset sales are technically just the purchase of ‘stuff.’ In this regard a buyer doesn’t necessarily have to worry about most of the past issues with the corporation. Also there are usually tax advantages for buyers who buy assets because equipment that may have been fully depreciated by a seller may now appear on the buyer’s books at fair market value and can be depreciated again by the buyer. Seller’s know this and there is an equal tax disadvantage vis-à-vis depreciated equipment. Also, in some places, such as Canada, there is preferred tax treatment on the sale of shares of an eligible corporation. So when people ask me if they should buy or sell shares or assets I tell them this: Buyers should try to buy assets, sellers should try to sell shares but at the end of the day it doesn’t matter. The type of transaction will form part of the negotiation. Let me give you a simple example. A seller wants $250,000 for their business. A buyer offers $200,000. The seller says that they can’t go that low unless the buyer is willing to purchase shares… a deal is struck. The tax advantages/disadvantages of either form of sale are known by both parties and can sometimes be estimated by both parties. As such, it just comes down to dollars and cents in most cases.. unless there are specific reasons to buy shares such as contracts, government regulation, etc… but that is a subject for another day. If you’d like help to buy or sell a business, call me at (506) 381-8416 or visit www.HowToSellMyOwnBusiness.com or www.BusinessBuyerAdvantage.com Please remember to like and share this article, it’s the only way the people who run the internet have of knowing if the content is any good or not. The more you share, the more likely someone who needs this information will be able to find it. If you would like to hear from me weekly before anyone else, you can sign yourself up at www.DavidCBarnett.com Improve your business each and every day, download my FREE daily cheat sheet and hang it in your work area to keep yourself focused. https://gum.co/15Questions/FREE Do you live in Toronto? I’ve got workshops coming up for Toronto in September on buying and selling businesses. Book now, there isn’t much room left.. http://davidbarnett.eventbrite.ca If you’d like to learn how to create high returns by making local private lending deals, check out http://www.LocalInvestingCourse.com The Local Investing Academy starts in September. Thanks and I’ll see you next time.
Views: 16622 David Barnett
M&A Deal Structuring - Asset vs. Share Purchase - How to Buy a Business or Sell a Business
Submit your ideas for new videos: http://www.moranpober.com/survey FREE Business Buying Mastermind: http://bitly.com/2BEUREB Enter To Win Business Buying Mentorship: http://bitly.com/2IEPQjW .... If you want my personal help on any topic or want to have a call... After getting too many emails about it I decided to give it a go for 2 people only each week and help you guys... .... Email [email protected] if you'd like to invest passively into our deals (must be accredited investors) ---- Thank you for watching this video—Like and Share it if you liked it...comment with your thoughts, questions or just to say thank you :) ► Subscribe to My Channel: http://bitly.com/2rWpHJ4 Instagram: /moran.pober Facebook: /MoranPoberOfficial LinkedIn: /moranpober Website: moranpober.com
Views: 2399 Moran Pober
Using Automation: Share Purchase Agreement
A narrated demonstration of Sysero document assembly being used to create two versions of a Share Purchase Agremment
Views: 218 Sysero
Business Acquisition Series Part 2: Purchase of Assets or Shares
PURCHASE OF SHARES v PURCHASE OF ASSETS One of the early decisions in the sale or acquisition of a business is whether the transactions should proceed by way of purchase of shares or purchase of assets. Generally speaking the Purchaser of a business will favour buying the assets of the business. Using this method the Purchaser can avoid acquiring any liabilities associated with those assets. The Purchaser also enjoys the ability to “cherry pick” those assets of the business the Purchaser wishes to acquire. There are some disadvantages associated with buying assets. Depending upon the jurisdiction there may be a liability for transfer duty. The transfer of the assets may require the separate consents of third parties, including the removal of registrations under the Personal Property Securities Act. Collection of debtors by the Vendor may present difficulties once the sale is completed. From the Vendor's point of view the sale of the business by way of shares presents a simpler and cleaner exit. There is no need to transfer employee or customer agreements. Those agreements remain with the entity whilst the underlying transfer of shares takes place. Depending upon the taxation position of the Vendor and the size of the transaction, capital gains taxation “discount” may be available. If the transaction is to proceed by way of share sale, then the Purchaser will need to give consideration to a “due diligence” procedure and obtaining appropriate warranties from the Vendor. Depending upon the size of the transaction warranty insurance may be a consideration. The Purchaser may also require the Vendor to ensure all assets are consolidated into a “clean” structure prior to purchase of the shares from that new structure. For further information on this topic telephone Mark Leaker or Katrina Palmer of Leaker Partners. Details can be found on our website at www.leakerpartners.com.au.
Views: 758 Leaker Partners
Earnout Modeling in M&A Deals and Merger Models
In this tutorial, you’ll learn how and why earn-outs are used in M&A deals, how they appear on the 3 financial statements, and how they impact the transaction assumptions and combined financial statements in a merger model. By http://breakingintowallstreet.com/ "Financial Modeling Training And Career Resources For Aspiring Investment Bankers" Table of Contents: 1:28 What Earn-Outs Are and Why You Use Them 7:46 How Earn-Outs Show Up on the 3 Statements 12:21 How Earn-Outs Impact Purchase Price Allocation and Sources & Uses 16:02 How Earn-Outs Affect the IS, BS, and CFS in a Merger Model 19:12 Recap and Summary What Earn-Outs Are and Why You Use Them Instead of paying for a company 100% upfront, the buyer offers to pay some portion of the price later on – *if certain conditions are met.* Example: “We’ll pay you $100 million for your company now, and if you achieve EBITDA of $20 million in 2 years, we’ll pay you an additional $50 million then.” Earn-outs are VERY common for private company / start-up acquisitions in tech, biotech, pharmaceuticals, and related “high-risk industries.” EA acquired PopCap for $750 million upfront, and offered an earn-out that varied based on PopCap Games’ cumulative EBIT over the next 2 years. The schedule was as follows: 2-Year Earnings Under $91 Million: Nothing 2-Year Earnings Above $110 Million: $100 million 2-Year Earnings Above $200 Million: $175 million 2-Year Earnings Above $343 Million: $550 million Why Use an Earn-Out? You see them most often when the buyer and the seller disagree on the seller’s value or expected financial performance in the future. Earn-outs are a way for the buyer and seller to compromise and say, “We don’t really know how we’ll perform in the future, but if we reach a target of $X in revenue or EBITDA, you’ll pay us more for our company.” The buyer will almost always want to base the earn-out on the seller’s standalone Net Income, while the seller prefers to base it on revenue, partially so the seller can spend a silly amount to reach these revenue targets. As a compromise, EBIT or EBITDA are sometimes used. How Earn-Outs Show Up on the 3 Statements Balance Sheet: Earn-Outs are recorded as “Contingent Consideration,” a Liability on the L&E side. Income Statement: You record changes in the value of the Contingent Consideration here, i.e. if the probability of paying out the earn-out changes, you show it as a Loss or Gain here. It’s a Loss if the probability of paying the earn-out increases, and a Gain if the probability decreases. Cash Flow Statement: When the earn-out is paid out in cash to the seller, it’s a cash outflow here. You also have to add back or subtract changes in the Contingent Consideration value here, reversing what is listed on the Income Statement. How Earn-Outs Impact Purchase Price Allocation and Sources & Uses Earn-outs do not affect the Sources & Uses schedule for the initial transaction since no cash is paid out yet. Earn-outs *increase* the amount of Goodwill created in an M&A deal because they boost the Liabilities side of the Balance Sheet, which, in turn, requires higher Goodwill on the Assets side to balance it. How Earn-Outs Affect the IS, BS, and CFS in a Merger Model You tend to leave the Income Statement impact blank in a merger model unless you have detailed estimates for the seller’s future performance. You SHOULD factor in the cash payout of the earn-out on the combined Cash Flow Statement – you can assume a 100% chance of payout, or some lower probability. The payout will appear in Cash Flow from Financing and reduce cash flow and the company’s cash balance. RESOURCES: http://youtube-breakingintowallstreet-com.s3.amazonaws.com/108-08-Earnout-Modeling.pdf http://youtube-breakingintowallstreet-com.s3.amazonaws.com/108-08-JAZZ-Earnouts.pdf http://youtube-breakingintowallstreet-com.s3.amazonaws.com/108-08-EA-PopCap.pdf http://youtube-breakingintowallstreet-com.s3.amazonaws.com/108-08-EA-PopCap-2.pdf http://youtube-breakingintowallstreet-com.s3.amazonaws.com/108-08-Earnout-Article-MA-Journal.pdf
Minority Stake Acquisition (Equity Investments, Part 1)
Here's an outline of what we'll cover in this free Minority Stake Acquisition tutorial: Why Does This Matter? By http://breakingintowallstreet.com/ "Financial Modeling Training And Career Resources For Aspiring Investment Bankers" The way you reflect minority stake purchases on the financial statements differs from what you do for acquisitions of entire companies, and from greater than 50% ownership acquisitions. We create an item called "Equity Investments" AKA "Investments in Equity Interests" AKA "Associate Companies" on the Balance Sheet to reflect cases where we own less than 50% of other companies. It's also very, very common to see these deals in the news... we're looking at a ~$2.6 billion deal here between Liberty Media and Charter Communications Liberty Media is a large holding company and media conglomerate that buys stakes in lots of media companies... such as Sirius XM Radio, Time Warner, Viacom, Live Nation, Crown Media, and Barnes & Noble. Charter Communications is the 4th largest cable operator in the US, as of the time of this deal. Liberty purchased a 27% stake in Charter, worth $2.6 billion, which was announced in Q1 2013 and closed in Q2 2013. We're going to look at this acquisition via a 4-step process in this set of tutorial videos: 1. What happens on the financial statements when you purchase that initial minority stake in a company? We'll cover this first step in this tutorial. 2. What happens on the statements after running the business for several years, with that minority stake included? 3. What happens when you increase your ownership in that company? 4. How do you reflect a sale of a minority stake on the financial statements? What Do You Do to Reflect This? It's DIFFERENT from greater than 50% ownership acquisition because you do NOT go through the purchase price allocation process at all - no Goodwill, no write-ups, no consolidation of the financial statements, etc. Instead, you simply reflect the cash/debt/stock used to fund the deal on the Balance Sheet, create the new line item for your ownership in the other company, and also reflect any transaction fees paid for this minority stake. So this initial step is pretty simple - but it gets more complicated when you have to reflect earnings and dividends from the Equity Investments *after* the transaction closes. How Do You Reflect This Type of Acquisition on the Statements? 1. First, you need 3-statement projections for the Parent Company and target company. We've already filled these in here, based on equity research and our own estimates - this is NOT the focus of this lesson, so we're not going over how to create these projections. If the deal closes in the middle of the year, quarterly projections are best so you can be more precise - here, we're dividing 2013 into quarters but leaving the other years in annual figures. 2. Then, you need to look up information on the deal - the close date, purchase price, % cash/debt/stock used, and anything else relevant such as the maximum ownership percentage. 3. Then, go to Balance Sheet and reflect cash/debt/stock used and creation of new Equity Investments line item. Careful with debits and credits... CR Asset = Reduce it, CR Liability = Increase it. DR Asset = Increase it, DR Liability = Reduce It. Aside from cash, debt, and the Equity Investments line item, most other line items will not be adjusted at all in this initial transaction. So the set of steps here is just: CR Cash DR Equity Investments CR Long-Term Debt And if you've set up the model correctly, the Balance Sheet should remain in balance. Most other line items will be $0 - we're ignoring transaction and financing fees here. What Next? In parts 2-4, we'll walk through what happens on all 3 statements when a minority stake is purchased, what happens when the parent company increases its ownership, and what happens when it finally sells that minority stake to someone else. Again, we'll be using this Liberty Media / Charter Communications deal as the example for all the steps here.
Why Deferred Tax Liabilities Get Created in an M&A Deal
Why Do Deferred Tax Liabilities Matter? They're part of any M&A deal. By http://breakingintowallstreet.com/biws/ You'll find you always see them in the purchase price allocation schedule, and they impact the combined company's taxes after the deal takes place. You see them all the time, especially for highly acquisitive companies like Oracle. They reflect the fact that there are TIMING differences between when a company records taxes on its publicly filed Income Statement and when it actually pays those taxes. Specifically, when a buyer writes up the seller's PP&E or Other Intangible Assets in a deal, the buyer depreciates or amortizes them over time... but only on the BOOK version of its statements! It can't do that on the TAX version of its statements it files when paying taxes to the government, which means that the actual amount of cash taxes it pays will be different from what's on its Income Statement. Here's the Easiest Way to Think About DTLs: Instead of thinking about the company's historical situation or its taxable income, think about its FUTURE TAXES. If future cash taxes exceed future book taxes, a DTL will be created. We need to pay ADDITIONAL taxes for items that are not truly tax-deductible. If future cash taxes are less than future book taxes, a DTA will be created. We will pay LESS in taxes than the company's book Income Statement implies. As the book and cash tax payments equalize over time, the DTL or DTA goes away. Two Most Common Questions on DTLs: "Wait a minute - why does a DTL get created immediately? Isn't it caused by the book and cash taxes being different many times historically?" Nope, not necessarily - that CAN be a cause, but DTLs/DTAs can also be created by events that change the company's FUTURE tax situation. So you need to think about how taxes will change in the future, not how they've changed in the past, to determine this. "Wait a minute, the taxable income for book purposes is LOWER than it is for tax purposes - doesn't that create a Deferred Tax ASSET (DTA) instead?" Nope. The relevant question is not how the taxable income differs, but how the FUTURE TAXES will differ. If the company will pay more in cash taxes than book taxes in the FUTURE, as a result of these write-ups, or any other changes, then a DTL gets created.
Options Trading: Understanding Option Prices
www.skyviewtrading.com Options are priced based on three elements of the underlying stock. 1. Time 2. Price 3. Volatility Watch this video to fully understand each of these three elements that make up option prices. Adam Thomas www.skyviewtrading.com what are options option pricing how to trade options option trading basics options explanation stock options
Views: 1285090 Sky View Trading
Asset vs. Share Purchase or Sale
Deciding on an asset vs. share sale or purchase can be a difficult terrain to navigate. In this week's video blog, Pino Bacinello breaks down some situations in order to help clarify which road to travel.
How Power Purchase Agreements work
Power purchase agreements are the contracts that enable businesses generating their own electricity to sell the electricity they produce and the associated renewable energy certificates. This video explains how they work.
Views: 7978 EDF Energy
Restricted Stock Purchase Agreement
What is an RSPA? What does it mean to reverse vest founders shares? Why would I choose to do this? Does it provide protection for me, my co-founders, investors, or my company? What incentives does it introduce? Should I include this at company formation?
Views: 4950 Quatere
M&A Deal Protection Terms: Key Issues in Drafting Merger Agreement
Deal protection clauses have taken on greater importance in M&A deals as a means of ensuring deal certainty in the current economic climate. Careful consideration should be given as to which deal protection provisions should be included in a deal. This presentation explores best practices and discusses strategic negotiating and drafting tips when using these provisions to structure a transaction, including documenting the acquisition; confidentiality agreements; standstill provisions; exclusivity letters; lock-up agreements; and support agreements. John Emanoilidis is a Parnter and Co-head of Torys LLP’s M&A practice. He practices corporate and securities law, with an emphasis on M&A and corporate finance. This clip looks at standstill agreements, including their purpose in an M&A context, early termination, scope of prohibited activities and a sample clause.
Views: 883 Federated Press
Asset VS Share Purchase Agreements (Part 2)
In the second part of the Asset vs. Share deal discussion, Alex Shteriev, MBA, CBI and Managing Director of Beacon Brokerage, explains some key factors and considerations when structuring a share purchase transaction. Visit us on the web at http://beaconbrokerage.ca For more info, contact us at [email protected]
Views: 935 BeaconBrokerageTV
What is ASSET PURCHASE AGREEMENT? What does ASSET PURCHASE AGREEMENT mean? ASSET PURCHASE AGREEMENT meaning - ASSET PURCHASE AGREEMENT definition - ASSET PURCHASE AGREEMENT explanation. Source: Wikipedia.org article, adapted under https://creativecommons.org/licenses/by-sa/3.0/ license. An asset purchase agreement (APA) is an agreement between a buyer and a seller that finalizes terms and conditions related to the purchase and sale of a company's assets. It's important to note in an APA transaction, it is not necessary for the buyer to purchase all of the assets of the company. In fact, it's common for a buyer to exclude certain assets in an APA. Provisions of an APA may include payment of purchase price, monthly installments, liens and encumbrances on the assets, condition precedent for the closing, etc. An APA differs from a stock purchase agreement (SPA) where company shares, title to assets, and title to liabilities are also sold. In an APA, the buyer must select specific assets and avoid redundant assets. These assets are itemized in a schedule to the APA. The buyer in a SPA is purchasing shares of the company. In this case, itemization is not necessary due to transfer of company's ownership occurs as is. The APA is the legal mechanism for executing a corporate merger or acquisition. The oil and gas industry does not distinguish between an asset and stock purchase in naming its related purchase agreement. In this industry, whether purchasing assets or stock, the definitive agreement is referred to as the Purchase and Sale Agreement (PSA). Defining and controlling behavior is a major objective of the APA. The buyer must represent its authority to purchase the asset. The seller must represent its authority to sell the asset. Additionally, the seller represent that the purchase price of the asset is equal to its value, and that the seller is not in financial or legal trouble. In the context of a merger or acquisition transaction, asset purchase agreements have a distinct set of advantages and disadvantages compared to using an equity (or stock) purchase agreement or a merger agreement. In an equity or merger acquisition, the purchaser is guaranteed to receive all of the target's assets without exception, but also automatically assumes all of the target's liabilities. An asset purchase agreement, alternatively, allows not only for a transaction where only some of the assets are transferred (which is sometimes desired) but also allows the parties to negotiate which liabilities of the target are expressly assumed by the purchaser, and allows the purchaser to leave behind those liabilities it does not wish to accept (or does not know about). A disadvantage of an asset purchase agreement is that it can often result in a greater number of change of control issues. For example, contracts held by a target, and acquired by a purchaser, will often require the consent of the counterparty in the context of an asset deal, whereas it is less common that such consent will be needed in connection with an equity sale or merger agreement.
Views: 568 The Audiopedia
Merger Model: Cash, Debt, and Stock Mix
In this merger model lesson, you'll learn how a company might decide what mix of cash, debt, and stock it might use to fund... By http://breakingintowallstreet.com/ "Financial Modeling Training And Career Resources For Aspiring Investment Bankers" ... might use to fund a merger or an acquisition - and you'll understand how to determine the appropriate amount of each one in a deal. 2:24 General Order of Funding for M&A Deals 4:49 Cash - How Much Can You Use? 9:56 Debt - How Much Can You Use? 14:08 Stock - How Much Can You Use? 16:32 Exceptions 18:03 Recap and Summary How Do You Determine the Cash / Stock / Debt Mix in an M&A Deal? Very common interview question, and you also need to know it for what you do on the job. 3 ways to fund a company, and to fund acquisitions of other companies: use cash on-hand, borrow the money from other entities (debt), or issue equity (stock) to new investors. But how does a buyer in an M&A deal decide whether it should use… 50% debt and 50% stock vs. 33% debt, 33% stock, and 33% cash vs. 50% cash and 50% debt vs…. And the list goes on. Easiest: Think about the "cost" of each method, start with the cheapest method, use the most of THAT method that you can, and then move to the next cheapest method, and continue like that. GENERALLY: Cheapest: Cash, since interest rates on cash are lower than interest rates on debt, and tend to be low in general. Next Cheapest: Debt, since it is still cheaper than equity and since interest paid on debt is tax-deductible. Most Expensive: Stock, since the Cost of Equity tends to exceed the Cost of Debt… in theory and in practice. To Compare Them: Look at the "After-Tax Yields"… for debt and cash, just take the Interest Rate and multiply by (1 - Buyer's Tax Rate). Stock: Take the buyer's Net Income and divide by its Equity Value (or "flip" its P / E multiple). SO: Always start with cash, use the most you can, then move to debt, use the most you can, and finish up with stock. Cash - How Much is "The Most You Can?" Easy: Company has minimal cash and can't use anything, or it has a huge cash balance and can use all of it. More Common Case: Look at the company's "minimum" cash balance and use the excess cash above that to fund the deal. EX: Company has $500 million in cash right now, but its minimum cash balance to keep operating is $200 million… So it can use $300 million of its cash to fund the deal. How to Determine: Can be tough, but sometimes companies disclose it… ...or you can look back at historical cash balances and make a guesstimate based on that (what was its lowest cash balance in past years?). Debt - How Much Can You Use? So let's say you've now used $300 million of cash to fund the deal… but it's a deal for $1 billion total. How much debt can you use to fund the remainder? $700 million? $300 million? $500 million? Easiest Method: Calculate the key credit stats and ratios for the combined company - for example: Total Debt / EBITDA Net Debt / EBITDA EBITDA / Interest Expense And see what amount of debt makes these look "reasonable", in line with historical figures and also figures for comparable companies. EX: Let's say that if the company uses $500 million of debt, its Debt / EBITDA is 4x. Historically, it has been around 2-3x, and no peer company is levered at more than 3.5x. If that's the case, we'd say that 3.5x - 4.0x is probably the "maximum" (whatever amount of debt that means). Here: We have the Debt / EBITDA and other ratios for the Men's Wearhouse / Jos. A. Bank peer companies. Stock - Now What? Often used as the "method of last resort" because: A) It tends to be the most expensive method for most companies. B) Most acquirers don't like giving up ownership and diluting existing shareholders unless absolutely necessary. So in this example, if we've used $300 million of cash and $500 million of debt, we're still not quite at $1 billion... need an extra $200 million, which we can get by issuing stock. # of Shares = $200 million / Buyer's Share Price. Technically, there's no real "limit," but it would be very odd for a company to give up more than, say, 50% ownership to another company… unless they're very close in size. Exceptions: Buyer has an exceptionally high P / E multiple (Amazon) - stock might be the cheapest! Buyer wants to do a tax-free deal (Google / YouTube) and it's much bigger anyway, so won't make a difference. Companies are similarly sized - stock might always be necessary because cash/debt are implausible (mergers of equals). Summary Which purchase method do you use? MOST relevant when companies are closer in size… doesn't make much difference when the buyer is 100x or 1000x bigger than the seller. Order: 1. Cash - Any excess cash above the company's minimum cash balance. 2. Debt - To the upper range of the Debt / EBITDA of comparables (and other metrics). 3. Stock - For any remaining funding that's required; ideally give up well under 50% ownership.
Purchase Price in M&A Deals: Equity Value or Enterprise Value?
In this tutorial, you’ll learn why the real price paid by a buyer to acquire a seller in an M&A deal is neither the Purchase Equity Value nor the Purchase Enterprise Value… exactly. http://breakingintowallstreet.com/ "Financial Modeling Training And Career Resources For Aspiring Investment Bankers" Table of Contents: 4:29: Problem #1: The Treatment of Debt 8:03: Problem #2: The Treatment of Cash 11:45: Recap and Summary Common questions: “In an M&A deal, does the buyer pay the Equity Value or the Enterprise Value to acquire the seller?” “What does it mean in press releases when they say the purchase consideration ‘includes the assumption of debt’? Does that mean the price is the Enterprise Value?” The Basic Definitions Equity Value: Value of ALL the company’s assets, but only to common equity investors (shareholders). Enterprise Value: Value of ONLY the core business operations, but to ALL investors (equity, debt, etc.). So when you calculate Enterprise Value, starting with Equity Value… Add Items When: They represent other investors (Debt investors, Preferred Stock investors, etc.) or long-term funding sources (Capital Leases, Unfunded Pensions) Subtract Items When: They are not related to the company’s core business operations (side activities, cash or excess cash, investments, real estate, etc.) The Confusion The problem is that many sources say Enterprise Value is what it “really costs to acquire a company.” But that’s not exactly true – yes, sometimes Enterprise Value is closer, but it depends on the deal terms and the items in Enterprise Value. We know, WITH CERTAINTY, that if you acquire 100% of a company, you must pay for 100% of its common shares. So the Purchase Equity Value is sort of a “floor” for the purchase price in an M&A deal. But should you really add the seller’s Debt, Preferred Stock, and other funding sources, and subtract 100% of the seller’s cash balance to determine the “real price”? There are many problems with that approach, but we’ll look at two of them here: PROBLEM #1: Does Debt really increase the purchase price? It depends, because debt can be either “assumed” (kept) or “refinanced” (replaced with new debt or paid off). Debt is Assumed: Does not increase the amount the buyer “really pays” for the seller. Debt is Repaid with the Buyer’s Cash: Does increase the amount the buyer “really pays”. Existing Debt is Replaced with New Debt: Increases the amount the buyer “really pays,” but the buyer still isn’t paying more cash. PROBLEM #2: Does Cash really reduce the purchase price? A buyer can’t just “take” a seller’s entire cash balance following a deal – all companies need a certain “minimum cash balance” to keep operating, paying the bills, etc. That portion of cash is actually a core business operating asset. Enterprise Value: As a simplification, we ignore the minimum cash and subtract all cash instead. So if a company operating by itself always needs some minimum amount of cash, it certainly still needs a minimum amount of cash in an M&A deal. Other Complications Transaction Fees: These always exist, and will always increase the price the buyer pays (lawyers, accountants, bankers, etc.). Unfunded Pensions, Capital Leases, etc.: These don’t necessarily have to be “paid” or “repaid” upon change of control… so they may not even affect the price, even though they factor into Enterprise Value. Extra Cash: What if the buyer’s cash + seller’s cash are used to fund the deal? Then the real price paid may not even be comparable to the seller’s Equity Value or Enterprise Value. The Bottom Line You have to distinguish between the *valuation* of a company or deal and the *actual price paid*. Equity Value and Enterprise Value are useful for valuation, but less useful for determining the real price paid. The real price paid may be between Equity Value and Enterprise Value, above them, or even below them, depending on the terms of the deal – due to the treatment of debt and cash, fees, and liabilities that don’t affect the cash cost of doing the deal. When you see language like “Including assumption of net debt,” that means the approximate Purchase Enterprise Value for the deal, because they are calculating it as Purchase Equity Value + Debt – Cash. But it’s still not what the buyer actually pays – it’s just a way to value the deal and get multiples like EV / EBITDA. RESOURCES: https://youtube-breakingintowallstreet-com.s3.amazonaws.com/108-10-Purchase-Price-MA-Deals.pdf
Agreement for Sale of Property and Land - Explained in Hindi
Agreement for Sale of Property is an agreement that is executed between Buyer and Seller before Sale Deed of the land or property is executed. Let's understand the terms and conditions of the agreement and how property is bought and sold through it. Related Videos: Property Registration Process: https://youtu.be/S3KW_a4lLHc Encumbrance: https://youtu.be/Ab-Ugt50fS8 Clear Title: https://youtu.be/s1_6vIldGng Sale Deed: https://youtu.be/pPezwHazJPA किसी भी संपत्ति का Agreement for Sale एक ऐसा अनुबंध होता है जो क्रेता और विक्रेता के बिच Sale Deed निष्पादित करने से पहले किया जाता है। आइए जानते हैं की Agreement for Sale के क्या नियम व शर्तें होती हैं और कोई भी सम्प्पति कैसे खरीदी और बेची जाती है। Share this Video: https://youtu.be/3L2ninpXC4c Subscribe To Our Channel and Get More Property and Real Estate Tips: https://www.youtube.com/channel/UCsNxHPbaCWL1tKw2hxGQD6g If you want to become an Expert Real Estate investor, please visit our website https://assetyogi.com now and Subscribe to our newsletter. In this video, we have explained: What is an Agreement for sale of a property? How is Agreement for sale different from sale deed? What terms and conditions are included in the Agreement for sale? How property is bought and sold through Agreement for sale? What is earnest money? किसी भी संपत्ति का Agreement for Sale क्या होता है? क्या Sale Deed से अलग होता है Agreement for Sale? ऐसे कौन से नियम व शर्तें हैं जो Agreement for Sale में शामिल किये जाते हैं? Agreement for Sale के साथ संपत्ति कैसे खरीदी और बेची जाती है? Earnest Money या Advance क्या होता है? Make sure to Like and Share this video. Other Great Resources AssetYogi – http://assetyogi.com/ Follow Us: Twitter - http://twitter.com/assetyogi Pinterest - http://pinterest.com/assetyogi/ Google Plus – https://plus.google.com/+assetyogi-ay Facebook – https://www.facebook.com/assetyogi Linkedin - http://www.linkedin.com/company/asset-yogi Instagram - http://instagram.com/assetyogi Hope you liked this video on "Agreement for Sale".
Views: 165500 Asset Yogi
Asset vs. Stock Deals in M&A
Originally presented at our Using Acquisitions as a Growth Strategy seminar, this short video clip looks at the advantages and disadvantages of asset purchases vs. stock deals in an M&A transaction.
Views: 1750 KreischerMiller
WST: 13.2 M&A Deal Structuring - Stock vs Asset Merger Model
Wall St. Training Self-Study Instructor, Hamilton Lin, CFA analyzes the major differences between stock and asset deals in merger models, from tax implications to goodwill calculations, all of which must be modeled out. For more information of the video courses previewed here, go to: http://www.wstselfstudy.com/modules.html Over 80 hours of online, interactive Self-Study Videos! ***YOUTUBE VISITORS ONLY*** 10% off any online course, use Discount code: youtube http://www.wstselfstudy.com Wall St. Training Self-Study provides online, video-based, self-study financial modeling training solutions to Wall Street. Our interactive course modules are Excel-based and specialize in advanced and complex financial modeling, valuation modeling, investment banking, mergers & acquisitions and leveraged buyout training topics. Enhance your skills and master the content required by Wall Street investment banks, M&A, research, asset management, credit, and private equity firms.
Views: 11457 wstss
Difference Between Asset Sale and Stock Sale
Smith Floyd Mergers & Acquisitions is Hawaii's premier M&A / business brokerage firm. Visit http://www.smithfloyd.com for more information and a library of resources for the small business owner. Archived versions available of our iTunes podcast: https://itunes.apple.com/us/podcast/matt-digeronimo-business-is/id583227887?mt=2 For more information about Matt DiGeronimo, visit: http://about.me/digeronimo http://www.linkedin.com/in/mjdigeronimo http://www.facebook.com/digeronimo http://youtube.com/mjdigeronimo
Views: 4059 Smith Floyd
Power Purchase Agreements for Grid-Aware Renewable Energy Procurement
Power purchase agreements (PPAs) are a key mechanism that utilities use to procure variable renewable energy from independent power producers. A PPA is a long-term (20-25 year) contract that codifies all aspects of the electricity sale, including the price of electricity and the associated legal obligations of both parties. This webinar focuses on PPA provisions that can enable wind and solar technologies to enhance grid stability and contribute to power system flexibility. Discussed are key considerations, including ancillary services, advanced telemetry, and automatic generation control. The discussion is followed with a presentation by Xcel Energy, a vertically integrated electricity utility in the United States and the largest wind buyer in the country, to discuss Xcel Energy’s Model PPA for wind power systems.
Seller Representations and Warranties in Commercial Real Estate Purchase Agreements
http://www.allenmatkins.com In keep a buyer and seller grounded in a commercial real estate purchase, there need to be ground rules before a property officially changes hands. Seller representations and warranties usually include: that the seller is authorized to sell the asset, that the seller is not in bankruptcy, that the seller is a "non-foreign person". Representations about the building include: information about the leases and occupancy rights, notices of code compliance, the actual knowledge of a responsible person, subsequent changes will be communicated to the buyer, notices of litigation and survival of liability past the purchase.
Views: 1003 Allen Matkins
How to Structure Earn Outs in Business Mergers & Acquisitions
http://cenkuslaw.com There are very important factors to consider as the buyer or the seller when structuring the terms of your earn out that are absolutely critical to the success of this deal structure. When selling a company, the purchase price of your business can come in different forms. You may get paid as a mix of cash and seller financing, stock in the company, etc. An earn out is really more of a variable purchase price based on the performance of the business post-closing. If the business meets certain metrics in the hands of the buyer, the seller is paid an additional amount. As I explain, this structure works to align the interests of both the buyer and the seller of the business. But, there are very important factors to consider as the buyer or the seller when structuring the terms of your earn out that are absolutely critical to the success of this deal structure. So, take a look and reach out with any questions. _____________________________________________ For a deeper dive into and other legal issues vital to the success of your deals and your business, visit me at: http://www.cenkuslaw.com Just starting up? Check this out for my advice on startup success: http://www.thestartupshepherd.com. You can also reach me at: https://www.linkedin.com/in/brettcenkus https://twitter.com/BCenkus http://www.cenkuslaw.com http://www.cenkus.com _______________________________________________ About me: My 20+ years of experience in business finance, business law and entrepreneurship have led me to believe that numbers and logic are awesome tools, but understanding human nature and emotions is the first step to business success. The Cenkus Law Firm provides services related to mergers & acquisitions, general business issues and startups, including founders’ agreements and fundraising. I also consult with entrepreneurs and have invested my own capital as an angel investor. From 2010-2013 I served as Chief Legal Counsel of a publicly-trade international oilfield services company. From 2001 to 2006 me and a partner founded and built Paragon Residential Mortgage. Paragon was sold to Bridge Investments in 2006. I hold a Juris Doctorate from Harvard Law School and a Bachelor of Arts degree in Economics from Messiah College in Grantham, Pennsylvania. Now, I live in Austin, TX with my wife and two kids. I enjoy reading, running, classic movies, great food and wine and some great American football.
Views: 649 Brett Cenkus
What is an asset purchase agreement?
What is an asset purchase agreement? | Sheryl Hunter | Hunter Business Law | We help your business | Request Consultation | 813-867-2640 | http://www.hunterbusinesslaw.com/ | [email protected] | 119 S Dakota Ave , Tampa, FL 33606 An asset purchase agreement refers to a document that says one party is going to buy the assets of the other party. Typically, this comes at in a situation where a business is selling it's assets to a buyer. A lot of times when people sell their business, it's actually the assets that are being purchased by the buyer, not the business entity itself. There's a lot of tax and liability reasons why most buyers prefer to buy the assets of a company in supposed to buying the company shares and membership units. The asset purchase agreement basically just documents the purchase price, when is the closing date, what is it they're exactly purchasing, when is this all going to happen, whether the seller is going to stay on to provide training and transition services. These documents can be anywhere from five pages to 50 pages or more depending on how complex the transaction is.
Views: 141 Hunter Business Law
11 Minutes! Share Repurchase and Stock Repurchase for Dividends and Share Repurchases
Clicked here http://www.MBAbullshit.com/ and OMG wow! I'm SHOCKED how easy.. Share it with your other friends too! To those who are acquainted with stock dividends as well as stock splits, a share repurchase agreement is similar to the opposite. In this case, the company doesn't give out extra absolutely free shares of stock to stockholders (which will turn out to be "outstanding" on the market). http://mbabullshit.com/blog/dividend-policy-and-share-repurchase-in-11-minutes/ Instead, the organization buys back stock certificates from a number of stockholders (not all), so the organization as an alternative ends up with less of these on the market becoming owned by the leftover stockholders. (These tend to be then transferred in the company's treasury, and aren't considered a part of the "outstanding" certificates). You may feel that this implies that each of the certificates really should now each have higher value because there may now end up being less outstanding certificates representing the full valuation on the business. Actually, theoretically, the answer is "no". Exactly why? Mainly because we believe that whenever the business purchases back these kinds of certificates, it pays out its very own funds. Therefore now, the overall business is worth less simply because it has less cash. Therefore yes, each outstanding certificate may right now own a bigger proportion of the company, however the company itself is now well worth less than before. Nonetheless, this presumes that the business buys back its own certificates depending on the fair value of the company. (In real life, the organization will probably purchase these back at an amount closer to the market price, which seldom reflects the "fair" value.) How about improved earnings for each share? Shouldn't this increase the value and price? Again, the answer is "no" for 2 reasons: 1) The corporation is today inside a riskier position simply because it has less cash. This increased risk can make the company much less valuable. Therefore, the elevated risk should counterbalance the advantage of elevated earnings... which should in theory always keep the certificate's selling price exactly the same. 2) This increased earnings for each share will simply benefit the stockholders if perhaps it is paid to the stockholders as cash dividends. Nevertheless, as suggested in yet another article from this exact same author, having to pay cash dividends will decrease the worth of the certificate by the same amount as the dividend payout; therefore it could have simply no advantage in the long run. Therefore because there is simply no added benefit from the improved earnings for each share along with increased dividends, this ought to have absolutely no impact on the cost of the certificate. Furthermore, the net present worth of your extra future dividends may just be offset from the cash the business loses (which you are generally eligible for mainly because of your own part-ownership of the business) in order to purchase back its very own certificates. As can plainly be observed, a share repurchase or perhaps stock buy back will not always benefit stockholders. Again, this is just about all simply in theory and presumes the shares of stock are generally purchased back at their "fair value". In the real world, the stock's market price doesn't always continue with the fair value or even "appropriate" price, so the business won't be able to purchase these back at the fair value. http://www.youtube.com/watch?v=pNgM3AEC0YA
Views: 30599 MBAbullshitDotCom
Buy/Sell Basics - Part II: Asset Sale and Purchase Agreements
In her first webinar, Gray Duffy partner Erin Tenner discussed the three different types of Buy/Sells and how to determine which one to use in any given situation. She continues her webinar series with Buy/Sell Basics – Part II, where she discusses the basics of one type of agreement: Asset Sale and Purchase Agreements, including: 1. How an asset purchase agreement is set up. 2. The process of selling assets of a business, from start to finish. 3. Some of the more important provisions of an asset sale and purchase agreement that will protect a buyer from claims after closing.
Views: 212 Gray Duffy
How Equity Value & Enterprise Value Change in M&A Deals
In this tutorial, you will learn how Equity Value and Enterprise Value change after an M&A deal takes place. You will also learn how the combined company’s Equity Value and Enterprise Value relate to the Equity Value and Enterprise Value of the buyer and seller in the deal. By http://breakingintowallstreet.com/ "Financial Modeling Training And Career Resources For Aspiring Investment Bankers" Table of Contents: 1:01 Why Equity Value and Enterprise Value Matter, and the Rules 4:11 Excel Demonstration of Changes in an M&A Deal 9:49 Why the Rules Don’t Work in Real Life How Equity Value and Enterprise Value Change in M&A Deals A common interview question goes something like: “Company A acquires Company B using 100% debt – what is the combined company’s Enterprise Value?” Another common variant is “Company A acquires Company B using 100% stock – what is the combined EV / EBITDA multiple?” Fortunately, there are a few simple rules you can use to determine these answer. First, recall what Enterprise Value MEANS: it’s the value of a company’s core business operations to all investors in the company. So when moving from Equity Value to Enterprise Value, you add Debt and Preferred Stock (and anything else representing other investors) and subtract non-core assets, such as Cash and Investments. The end result is that regardless of how a company finances itself, Enterprise Value does not change and neither do Enterprise Value-based multiples. In the same way, in M&A deals the combined Enterprise Value and combined Enterprise Value-based multiples do not change regardless of how the acquirer buys the seller. Rules for Equity Value and Enterprise Value in M&A Deals Combined Equity Value: Acquirer’s Equity Value, plus the value of stock it issues to buy the Seller. Combined Enterprise Value: Acquirer’s Enterprise Value + the Seller’s Enterprise Value Combined EV / EBITDA: Add both companies’ Enterprise Values and EBITDAs; not impacted by cash/stock/debt mix. Combined P / E: No “shortcut”; impacted by funding mix. Calculate it by determining the Combined Equity Value first, and then the combined Net Income after factoring in foregone interest on cash and interest paid on new debt, and any tax rate differences. Example Calculations: Say that Company A has an Enterprise Value of $100, Equity Value of $80, EBITDA of $10, and Net Income of $4. Its tax rate is 25%. Company B has an Enterprise Value of $40, Equity Value of $40, EBITDA of $8, and Net Income of $2. The foregone interest rate on cash is 2%, and the interest rate on debt is 10%. So if Company A acquires Company B for $40 with 100% debt: Combined Enterprise Value = $100 + $40 = $140 Combined Equity Value = $80 + $40 * 0% Stock Used = $80 Combined EBITDA = $10 + $8 = $18 Combined Net Income = Company A Net Income + Company B Net Income + Acquisition Effects = $4 + $2 – $40 * 100% Debt * 10% Interest Rate * (1 – 25% Tax Rate) – $40 * 100% Cash * 2% Foregone Interest Rate * (1 – 25% Tax Rate) = $3 Combined EV / EBITDA = $140 / $18 = 7.8x Combined P / E = $80 / $3 = 26.7x If you then change around the mix of cash, stock, and debt, the Combined EV / EBITDA, Combined EBITDA, and Combined Enterprise Value will not change at all. However, the Combined Equity Value, Combined Net Income, and Combined P / E will all change depending on the financing mix. In Real Life These rules don’t quite hold up… because: Premium Paid for Seller: Will have to use seller’s Enterprise Value at the share price premium instead. Most sellers are acquired for more than their current market caps! Share Price After-Effects: Does the market like / not like the deal? If so, the buyer’s share price and therefore its Equity Value and Enterprise Value will change after the deal is announced. Synergies, Other Acquisition Effects: Could affect share prices, EBITDA, Net Income, and everything else! RESOURCES: http://youtube-breakingintowallstreet-com.s3.amazonaws.com/106-10-Equity-Value-Enterprise-Value-in-MA-Deals.xlsx http://youtube-breakingintowallstreet-com.s3.amazonaws.com/106-10-Equity-Value-Enterprise-Value-in-MA-Deals.pdf
Accretion Dilution - Rules of Thumb for Merger Models
Learn about rules of thumb you can use to determine whether an acquisition will be accretive or dilutive in advance, based on the P/E multiples of the buyer and seller, the % cash, stock, and debt used, and the prevailing interest rates on cash and debt. By http://breakingintowallstreet.com/ "Financial Modeling Training And Career Resources For Aspiring Investment Bankers" Here's an outline of what we cover in the lesson, and the step-by-step process you can follow to figure this out for yourself: Why Do We Care About Rules of Thumb for M&A Deals / Merger Models? It's a VERY common interview question - "How can you tell whether an M&A deal is accretive or dilutive?" People often believe, incorrectly, that there's no way to tell without building the entire model. But shortcuts always exist! Plus, this shortcut is very useful in real life. You can use it to "sanity check" your model, approximate the impact of a deal in advance, and so on. So it's a time-saver *and* a good way to check your work. Rules of Thumb for Merger Models AKA Accretion / Dilution Models: CONCEPT: An M&A deal is accretive if the combined company's EPS (Earnings Per Share) is higher than the buyer's standalone EPS prior to the transaction. It's dilutive if the combined EPS is lower, and it's neutral if the EPS is the same afterward. The outcome depends on price paid for the seller, the method of payment (cash, stock, or debt), the interest rate on debt and cash, and the buyer's P/E multiple, among other factors. In real life, it's very difficult to tell with high precision whether the deal will be accretive or dilutive without running the whole model - due to added costs, synergies, write-ups, timing differences, the cumulative impact of additional interest on debt and foregone interest on cash, etc... BUT you can approximate the impact with a simple rule of thumb: 1. Calculate the Weighted "Cost" of Acquisition for the Buyer... 2. And compare it to the Seller's "Yield" AT its purchase price. (i.e. Seller's Net Income / Equity Purchase Price) This step is essential - if the seller is currently valued at $900 million and the buyer pays $1 billion for the seller, you NEED to use the $1 billion actually paid for the seller or these yields won't be correct. 3. If the Seller's "Yield" is higher, it's accretive - otherwise, if it's lower, it's dilutive... Think of it as the buyer getting MORE *from* the seller than what it's paying for the seller, vs. getting LESS than what it's paying. 4. How do you calculate the Weighted "Cost" of Acquisition? You need to calculate the after-tax "cost" of each component, since Net Income is also after-tax. After-Tax Cost of Cash = Foregone Cash Interest Rate * (1 - Buyer's Tax Rate) After-Tax Cost of Debt = Interest Rate on Debt * (1 - Buyer's Tax Rate) After-Tax Cost of Issuing Stock = 1 / Buyer's P/E Multiple (i.e. take the reciprocal of the buyer's P/E multiple) That last one is effectively the buyer's "after-tax yield"... For example, if you buy 1 share of the buyer's stock, it's the Net Income you'd be entitled to with that 1 share... So in this example, 1 / Buyer's P/E Multiple = 1 / 11.3 x = 8.9%. That means that for each $1.00 of United stock you buy, you get $0.089 in Net Income. Finally, you calculate the Weighted Average Itself with this formula: Weighted Average Cost of Acquisition = Cost of Cash * % Cash Used + Cost of Stock * % Stock Used + Cost of Debt * % Debt Used And if this weighted average cost of acquisition is greater than the seller's yield, it's dilutive - otherwise, if the weighted average cost of acquisition is lower than the seller's yield, it's accretive. LIMITATIONS: This trick doesn't hold up if the tax rates for the buyer and seller are different, especially if they're VERY different. This also doesn't work if you also factor in write-ups / write-downs, synergies, the cumulative impact of interest paid on debt and foregone interest on cash, merger closing costs, integration costs, etc... And it also doesn't work if the acquisition closes mid-year or in between fiscal years - you need to adjust for that with stub periods and the calendarization of financials... But this is a common interview question, so who cares! It's still very useful to know, and will save you a lot of time in interviews and on the job.
Sale Deed - Explained in Hindi
Sale Deed explained in detail in Hindi. What is Sale Deed and its Registration Procedure? How it is different from Sale Agreement and Conveyance Deed? Important clauses of Sale Deed and some precautions that you should take before executing it. Related Videos: How to Buy Ready to Move Property: https://youtu.be/xsweXvuOOVA Agreement for Sale: https://youtu.be/3L2ninpXC4c Stamp Duty and Registration: https://youtu.be/_gQvb4sRMYI Conveyance Deed: https://youtu.be/DVmJ1tiUEVI Encumbrance: https://youtu.be/Ab-Ugt50fS8 Property Registration Process: https://youtu.be/S3KW_a4lLHc Clear Title: https://youtu.be/s1_6vIldGng Share this Video: https://youtu.be/pPezwHazJPA Subscribe To Our Channel and Get More Property and Real Estate Tips: https://www.youtube.com/channel/UCsNxHPbaCWL1tKw2hxGQD6g If you want to become an Expert Real Estate investor, please visit our website https://assetyogi.com now and Subscribe to our newsletter. In this video, we have explained: Sale Deed kya hai? Sale deed me kya-kya important clauses hote hain? Sale deed execute karte samay kin baton kya dhyan rakhna chahiye? Agreement to sale kya hota hai? Agreement to sale ke kya terms and conditions hote hain? Sale deed ka kya purpose hota hai? Sale deed ke kya elements hote hain? Koyi Property khareedte wakt kin baton ka dhyan rakhna chahiye? Sale deed execute karne ka kya process hota hai? Make sure to Like and Share this video. Other Great Resources AssetYogi – http://assetyogi.com/ Follow Us: Twitter - http://twitter.com/assetyogi Linkedin - http://www.linkedin.com/company/asset-yogi Facebook – https://www.facebook.com/assetyogi Google Plus – https://plus.google.com/+assetyogi-ay Pinterest - http://pinterest.com/assetyogi/ Instagram - http://instagram.com/assetyogi Hope you liked this video in Hindi on "Sale Deed".
Views: 101374 Asset Yogi
Buy/Sell Basics - Part III: Stock Purchase Agreements
Gray Duffy partner, Erin Tenner, continues her webinar series with Buy/Sell Basics - Part III, where she discusses Stock Purchase Agreements, including: 1. When to consider purchasing stock instead of assets. 2. Tax issues in selling or buying capital stock. 3. Pros and cons of stock sale and purchase agreements.
Views: 107 Gray Duffy
What are the main sections of an asset purchase agreement?
Watch more videos of Harold Steinbach discussing how to buy and sell a business in New York and New Jersey at www.reellawyers.com/harold-steinbach/ Visit New York and New Jersey business attorney Harold Steinbach at http://www.steinbachesq.com/attorneys/harold-i-steinbach/
Views: 147 ReelLawyers
How to build a career in Mergers & Acquisitions (M&A)
Unlike a Investment Banking firm or Big 4 Transaction Advisory, entry into M&A of a conglomerate like a Tata Steel / Vedanta could be a fairly well positioned bet for your career. M&A in corporates makes you be a part of the team that for e.g. works on Hindalco-Novelis, Acquisition of Horlicks brand by Zydus from GSK or Arcleor Mittal's takeover of Essar Steel under the Insolvency & Bankruptcy Code 2016 You also get to work on Divestment deals and Business Restructuring The job profile is highly rewarding in terms of visibility in the organisation and also intellectually stimulating ; although pay in a corporate will be lower than I-Banks. But work-life balance is also better The key job is Financial Modelling and getting consultants to undertake the financial, technical and legal due diligence The task of structuring the contours of the deal, identifying optimum capital structure, tax planning and ensuring risk mitigation through the Share Purchase Agreement is also quite interesting. You can be lucky to get a first job in this role. Else you can even join in Accounts & MIS and prove yourself in the organisation , to get M&A in your second role. My Book on Financial Modeling Mastering the art of financial modeling is imperative for those who want to enter the ultra-competitive world of corporate finance, investment banking, private equity, or equity research. Only those who excel (pun intended) in modeling early on are often the most successful long-term. Having spent a decade in this field, am often asked to give pointers on how does one get initiated into the art and science of financial modelling So, here a primer on Financial Modeling for the uninitiated Kindle version https://www.amazon.in/dp/B07H6CDBH6 Hard copy https://pothi.com/pothi/node/195705 Playlists Random Reflections by Anurag Singal https://goo.gl/vtEHco Career Guidance by Anurag Singal https://goo.gl/snw5G9 #AnuragSingalYouTube
Views: 3395 Anurag Singal
Power Purchase Agreement || PPA|| Solar Power Plant PPA | Power Purchase Agreement of Solar
Energy & Technology Welcome friend's aaj is video me hum bat krenge power purchase agreement ke, ppa hota kya h, ppa me bhut sari terms & condations hote hai, hum un sari terms and condation ko video me samill nhi kr skte, is leye m aaj aapko ppa ke kuch mainpoints ke bare me bataunga..... video ke jankari yadi aapke kam ke ho to video LIKE & SHARE jarur kre or channel ko SUBSCRIBE jrur kre Thanks, "Energy & Technology" KULDEEP SAINI 1 MW solar power plant :- https://youtu.be/YrBr_7x72eE 1MW SOLAR SITE SELECTION :- https://youtu.be/qwO9dPR_WnY
Views: 2175 Energy & Technology
Asset Purchase vs Stock Purchase
This informational video was brought to you by Attorney Eric L. Foster, an experienced Connecticut Business Lawyer. (http://www.lindhfoster.com)
Views: 207 Lindh Foster, LLC
U.S. Government Printing Office: Joining the Simplified Purchase Agreement Program
February 2013 --- Federal agency customers can learn how to become members of GPO's SPA program.
Views: 1456 USGPO
Green Echo Energy-Power Purchase Agreement
-- Created using PowToon -- Free sign up at http://www.powtoon.com/youtube/ -- Create animated videos and animated presentations for free. PowToon is a free tool that allows you to develop cool animated clips and animated presentations for your website, office meeting, sales pitch, nonprofit fundraiser, product launch, video resume, or anything else you could use an animated explainer video. PowToon's animation templates help you create animated presentations and animated explainer videos from scratch. Anyone can produce awesome animations quickly with PowToon, without the cost or hassle other professional animation services require.
Views: 15 Darlington Ubek
Tesla Buys Maxwell For Battery Breakthrough 🔋🔬
Tesla has announced the acquisition of Maxwell Technologies ($MXWL), a San Diego-based battery technology company for $218M, in an all stock deal. Maxwell specializes in ultracapacitors & has recently validated its breakthrough Dry Battery Electrode technology. Will Tesla leverage Maxwell's IP to bring longer range, more efficient BEVs to market? Let me know what you think in the comments below! Become a #HyperChanger & support us on Patreon to receive the exclusive weekly HyperChange Newsletter!! https://www.patreon.com/hyperchange LINK - Maxwell's PR about the acquisition: http://investors.maxwell.com/investors/news-and-events/press-releases/press-release-details/2019/Maxwell-Technologies-Announces-Definitive-Merger-Agreement-with-Tesla-Inc/default.aspx LINK - Maxwell investor relations page: http://investors.maxwell.com/investors/overview/default.aspx LINK - GreenCarCongress article about Maxwell's HV product line divestiture: https://www.greencarcongress.com/2018/12/20181225-maxwell.html LINK - Maxwell Needham conference 2019 presentation: http://s21.q4cdn.com/566123494/files/doc_presentations/2019/Maxwell-Needham-Conference-Deck.pdf LINK - Maxwell 2018 shareholder meeting presentation: http://s21.q4cdn.com/566123494/files/doc_presentations/2018/05/MXWL-AGM-2018-Final.pdf LINK - Maxwell partnership with Geely/Volvo: http://investors.maxwell.com/investors/news-and-events/press-releases/press-release-details/2018/GeelyVolvo-Awards-Maxwell-Technologies-with-Ultracapacitor-Subsystem-Design-Win-for-2020-Model-Year-Platforms/default.aspx LINK - Academic paper about Dry Battery Electrode tech from Maxwell: http://www.powersourcesconference.com/Power%20Sources%202018%20Digest/docs/3-1.pdf LINK - Elon Musk 2013 tweet about ultracapacitors: https://twitter.com/elonmusk/status/336598500156518400 LINK - Scott Wainner tweet about Wh/kg improvements w/ Maxwell: https://twitter.com/scottwww/status/1092492025805426696 HyperChange Twitter: https://twitter.com/HyperChangeTV HyperChange Instagram: http://instagram.com/Hyperchange HyperChange Facebook: https://www.facebook.com/HyperChange/ Music by Marko: https://soundcloud.com/markothedon & Fritz Carlton: https://soundcloud.com/fritzcarlton Disclaimer: This video is purely my opinion and should not be regarded as factual information. I am not a financial advisor. This is not a recommendation to buy or sell securities. Do not assume any facts and numbers in this video are accurate. Always do your own due diligence. As of 02/04/2019 HyperChange host (Galileo Russell) is invested in shares of Tesla (TSLA), Arcimoto (FUV) and long Maker & Bitcoin.
Views: 100048 HyperChange TV
Venture Capital Law: Documenting the Deal 1 (PSPA)
The preferred stock purchase agreement is the core document in a venture capital deal. This video provides an overview, focusing on the interaction between the representations of warranties, the disclosure schedule, and closing conditions.
Views: 250 Seth Oranburg
Metalla Marks Major Step in Growth by Acquiring 18 Royalties from Alamos Gold
Metalla Royalty & Streaming Ltd. (TSXV: MTA) (OTCQX: MTAFF) (FRANKFURT: X9CP) is pleased to announce that the Company has entered into a purchase and sale agreement (the “Royalty Purchase Agreement") to acquire a portfolio of 18 royalties (the “Royalty Portfolio”) from Alamos Gold Inc. (NYSE:AGI)(TSX:AGI) and its affiliates (collectively “Alamos”) for total consideration of US$8.6 million, (CAD$11.5 million) payable in common shares of the Company (“Common Shares”). Certain royalties in the Royalty Portfolio are subject to rights of first refusal, consents, and future options at agreed to prices. ************************ Check out our website: https://www.stockpulse.com Subscribe to our YouTube Channel: https://www.youtube.com/channel/UCa-g1JRLm2laxeZ-PfEIm9Q?sub_confirmation=1 Follow us on Twitter: https://twitter.com/StockPulseio Like us on Instagram: https://www.instagram.com/stockpulseio Like us on Facebook: https://www.facebook.com/StockPulseio Follow us on LinkedIn https://www.linkedin.com/company/stockpulseio ************************
Views: 29 StockPulse
The Dangers of Rent-to-Own Agreements
For many people, rent-to-own sounds like a simple and practical agreement—live in the house as a tenant, pay rent each month, and have the rent count toward the purchase of the property. Unfortunately, these transactions are anything but simple. The paperwork is often drawn up incorrectly, is incomplete, or is simply contradictory to what the buyer and seller verbally agreed upon. A traditional home purchase involves at least one realtor, a title insurance company, a mortgage company, and a settlement company; it is a professionalized industry that takes ordinary purchasers by the hand and leads them through the complicated process. Rent-to-own transactions present a seemingly viable option for people who have been shut out of this traditional lending market—those with low-income or poor credit, or who simply can’t save up the necessary funds to go to closing. These people are left to desperately circumvent the system, and they come across unscrupulous sellers, often career landlords who operate their own business and prepare their own documents. The power imbalance is palpable. This video, which features Community Legal Services attorney Jennifer Schultz and her client, Wilmarie, tells the story of one rent-to-own agreement gone wrong, and educates people on the dangers of rent to own agreements. To learn more about rent-to-own agreements and how you may be able to get legal help, visit https://clsphila.org/get-help/rent-own. Funding for this video was provided by the Dolfinger-McMahon Foundation
Property Documents, List of Items to Check Before Purchasing a Property or Land,property guide
The video will explain about the list of Documents to check before purchasing a property or land in INDIA. watch and share the video and subscribe to our channel for more updates. for more info visit www.homeforconstruction.com
Views: 99423 Javid Hussain
Understanding Private Equity Buyers in Mergers and Acquisitions
#mergers #corporatelaw #businesslaw http://cenkuslaw.com http://braatenwoods.com In the Main Street to lower-middle market ($1 million - $25 million), we often deal with three different types of buyers. Each buyer has their own motivations, ways of doing business, and characteristics you should consider when dealing with them while selling your business. So, we're going to cover each of these three types of buyers in the is three-part (go figure) series. In this video, I'll introduce you to the mind of the financial - or private equity - buyer. Private equity investors generally work with a large pool of money and may be working to collect and merge a sum of small businesses in your industry. If you're dealing with a private equity firm looking to buy your business, know that you're dealing with a seasoned buyer. As I touch on in the video, this is both a benefit and a factor you should give some consideration. As always, watch the video and feel free to reach out with any questions. Leave a comment or contact me. _____________________________________________ For a deeper dive into and other legal issues vital to the success of your deals and your business, visit me at: http://www.cenkuslaw.com Just starting up? Check this out for my advice on startup success: http://www.thestartupshepherd.com. You can also reach me at: https://www.linkedin.com/in/brettcenkus https://twitter.com/BCenkus http://www.cenkuslaw.com http://www.cenkus.com _______________________________________________ About me: My 20+ years of experience in business finance, business law and entrepreneurship have led me to believe that numbers and logic are awesome tools, but understanding human nature and emotions is the first step to business success. The Cenkus Law Firm provides services related to mergers & acquisitions, general business issues and startups, including founders' agreements and fundraising. I also consult with entrepreneurs and have invested my own capital as an angel investor. From 2010-2013 I served as Chief Legal Counsel of a publicly-trade international oilfield services company. From 2001 to 2006 me and a partner founded and built Paragon Residential Mortgage. Paragon was sold to Bridge Investments in 2006. I hold a Juris Doctorate from Harvard Law School and a Bachelor of Arts degree in Economics from Messiah College in Grantham, Pennsylvania. Now, I live in Austin, TX with my wife and two kids. I enjoy reading, running, classic movies, great food and wine and some great American football.
Views: 675 Brett Cenkus
5 Warnings When Taking Equity in a Startup
Often, startups will offer stock/equity to a creative or technical talent in exchange for pay. This can be awesome if the company turns out to be the next Facebook, but it can also be extremely useless for the freelancer who invests their time in something that never sees the light of day. As someone who has co-founded, taken equity in exchange for services, invested in and sold companies, I want to share with you 5 Questions you need to ask yourself before you consider taking equity in a company.
Views: 1552 Christy Harner

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