What are Non-Financial Covenants? Non-financial covenants are promises or agreements made by the borrowing party that are not financial in nature. The promises are either operational, ownership-related, positive or negative covenants, legal-related, and so on. Non-financial covenants also serve the purpose of a safety net to the lender. They are usually undertaken by a lender…
What is a Seller Representation Agreement? A seller representation agreement, also known as a listing agreement, is an agreement between a seller of real estate and a brokerage firm that provides detailed information on the property being sold. It forms the foundation of negotiations between the seller and the buyer through an agent. It is…
What is a Buyout? A buyout refers to an investment transaction where one party acquires control of a company, either through an outright purchase or by obtaining a controlling equity interest (at least 51% of the company’s voting shares). Usually, a buyout also includes the purchase of the target’s outstanding debt, which is also known…
What are Reps and Warranties? Reps and warranties refer to statements of fact that a seller makes as part of trying to persuade a buyer to purchase their business. Each of the parties in the transaction relies on the other to provide true information about the transaction. The seller provides assurance that the business is…
What is Pooling of Interests? Pooling of interests refers to a technique of recording a merger or acquisition, whereby the assets and liabilities of the two companies are summed together and then netted. Historically, firms could adopt either of two approaches to accounting for consolidations or amalgamations – the purchase method and pooling of interests….
What are Dead Deals? Dead deals refer to merger and acquisition deals that go through due diligence but do not close, due to various reasons related to either the seller or the buyer. When deals fail to close, various costs are incurred, both direct and indirect. These are referred to as dead deal costs. The…
What is a Deal Team? What is a deal team? Ownership transactions such as ESOPs, M&A, and recapitalizations are usually complex transactions that require the knowledge and skills of a wide range of professionals. A deal team needs to get all individual players contributing in the right measure and at the right time during the…
What is a Deal Sheet? A deal sheet refers to a process record of the work experience of an entrepreneur or employee in past financial investment deals. The documentation of deals made by an individual in the deal sheet provides proof of suitability for working on similar projects. Most people who prepare deal sheets are…
What is a Business Deal? A business deal refers to a mutual agreement or communication between two or more parties who want to do business. The deal is usually carried out between a seller and a buyer to exchange items of value such as goods, services, information, and money. It is considered to be completed…
What is Acquisition Structure? Acquisition structure is defined as the general framework or arrangement upon which the acquisition of a company will be organized. The acquisition structure basically breaks down the enterprise value of the company into the non-cash and cash consideration components. Non-cash consideration may comprise vendor takebacks, rolled equity, earnouts, etc. Additionally, the…
