Exits Blog

• The Exit Coach
  “Exit Coaching” is a relatively new concept that I wish was more available in the market. An exit coach typically works with the CEO, or Chairman, on exit strategy, planning and exit team selection. The engagement may end when the M&A Advisor is…
  - 3 Sep 16, 4:18pm -
• Preparing to Sell a Company – First Steps in the Exit Process
  This is a checklist for the first phase of the exit process. These tasks should all be complete before engaging with the first prospective buyer. Exit Strategy Fully signed Exit Strategy document If necessary, discuss mechanisms to increase alignment…
  - 14 May 16, 12:58pm -
• Exit Execution Workshop – Philadelphia
  This was the first presentation of the new Exits Execution workshop I developed for the Angel Resource Institute. I’ve been a fellow at this institute for many years and contribute new educational content as often as I can. The Exit Execution works…
  - 9 May 16, 8:25pm -
• M&A Advisor Fees for Selling a Business

  

  Information about M&A advisor (investment banking) fees for selling a business is surprisingly difficult to find.  I’m not sure why other M&A professionals are so reluctant to discuss fees and even less sure it makes sense in today’s online worl…
  - 1 May 16, 8:00pm -
• How to Select the Best M&A Advisor to Sell Your Company
  From “How to Finish Big – Tactics to Maximize Your Selling Price.” This was a short workshop at the Business Transitions Forum in Vancouver, BC November 26, 2015. Key points: There is almost nothing written about selecting M&A advisors How muc…
  - 26 Nov 15, 10:45am -
• How Much Will Your Company Sell For? – Understanding the Valuation Process
  Keynote from the Business Transitions Forum in Vancouver, BC. Learn how to determine the price you’ll receive when you sell your company and what you can do to ensure the price is fair. This talk describes the market factors which affect the price…
  - 25 Nov 15, 4:58pm -
• Early Exits Update
  
  - 12 Oct 15, 9:28am -
• Taking a Deal From 3x to 7x
  This was a talk to several hundred M&A professionals at the Association of Mergers & Acquisitions Advisors annual conference. The organizers asked me to discuss ways to increase the final selling price and gave me this title to work with. Key Points:…
  - 9 Jul 15, 8:35am -
• Accidental Exits – Lessons from Recent Exits
  This keynote from an Angel Capital Association regional meeting describes three successful exits that were also what I call “Accidental Exits.” By that I mean exits that were the result of an unplanned approach from a buyer. In this very active M…
  - 3 Jun 15, 9:09am -
• Exit Strategies Workshop – Waterloo
  This was the first presentation of the new Exit Strategies workshop that I developed for the National Angel Capital Association’s NACO Academy. This is the Canadian national organization that provides education for angel investors and entrepreneurs…
  - 8 May 15, 11:07am -

Financier Worldwide: M&A

FNO: Deals

• Buyout firms look to the public markets again

  

  Cash-rich private equity houses are getting more comfortable turning to public companies in Europe
  - 18 Oct 15, 7:00pm -
• Ardian picks up portfolio from Nordea

  

  The deal comes as the Paris-based private equity firm is raising $10 billion for its next secondaries fund
  - 15 Oct 15, 7:00pm -
• Swiss bank eyes private equity push

  

  Syz has partnered with private equity firm Ace & Company to find private equity deals
  - 14 Oct 15, 7:00pm -
• Sun takes shine to UK flower business

  

  Sun European Partners, which is best known for turnaround investments, snaps up supermarket flower supplier as it pushes into the mid-market
  - 13 Oct 15, 7:00pm -
• Many buyouts stumble in first year

  

  Optimistic business plans and deal fatigue can mean firms underperform in their first 12 months of private equity ownership
  - 12 Oct 15, 7:00pm -
• GHO inks maiden deal

  

  The healthcare-focused buyout firm has acquired majority stake in a DNA testing company after reaching a €400 million first close on its debut fund in June
  - 12 Oct 15, 7:00pm -
• Africa risks bubble in private equity market, report says

  

  Too many funds targeting a small number of companies capable of absorbing investment
  - 12 Oct 15, 7:00pm -
• Terra Firma gets more time to sell Odeon Cinemas

  

  Investors extended life of private equity fund which owns cinemas by a year
  - 12 Oct 15, 7:00pm -
• Dell’s value and the ‘falling knife’

  

  Dell and Silver Lake are to take EMC private in biggest pure-tech takeover ever
  - 12 Oct 15, 7:00pm -
• Meet the new owner of Russell Investments

  

  Financial News takes a look at TA Associates, the private equity firm that has bought the asset manager from the London Stock Exchange
  - 8 Oct 15, 7:00pm -

Fortune: Term Sheet

M & A Law Prof

• The Shadow Pill is a Powerful Thing
  You've likely seen that Xerox is has been making sounds about acquiring HP. Last week HP rejected Xerox's unsolicited $33 billion to acquire it in a letter that characterized the offer as significantly undervaluing the company. While it left the...
  - 56 days ago, 26 Nov 19, 2:39pm -
• More on corporate purpose
  Prof. Tsuk-Mitchell posted her new paper on corporate purpose, From Dodge to eBay: The Elusive Corporate Purpose. Here's the abstract: This article examines the history of the law of corporate purpose. I argue that the seemingly conflicting visions o…
  - 62 days ago, 20 Nov 19, 9:05am -
• Boeing faces good faith claim
  Following on the heels of Marchand and Clovis Oncology, there now looks like a viable path for good faith claims - at least through a 23.1 motion to dismiss. Successful claims had been as rare as "Nessie", but in the...
  - 63 days ago, 19 Nov 19, 8:24am -
• Consequential Damages and Buyer Power
  Here's another in a line of useful cartoons on merger agreement provisions - this time on carveouts for Consequential Damages. The cartoon also takes the opportunity to describe the "buyer power ratio" recently developed by the ABA Business Law Secti…
  - 23 Jul 19, 11:58am -
• Does Revlon Matter?
  A star-studded line-up of law profs got together to try to answer this question. Does Revlon Matter? An Empirical and Theoretical Study (Cain, Davidoff-Solomon, Griffith, and Jackson) recently posted to SSRN. Since it came down in 1986, many have tri…
  - 16 Jul 19, 11:29am -
• Griffith on Reps/Warranties Insurance
  Here's a new paper by Sean Griffith, Deal Insurance: Representation & Warranty Insurance in M&A Contracting: Abstract: Efficient contracting depends upon imposing risk on the party with superior access to information. Yet the parties in mergers and a…
  - 27 Jun 19, 10:50am -
• Residuals Clauses in NDAs
  Another in a series of very helpful cartoons from our friends at the Hogan Lovells M&A team on the use of 'residuals' clauses in nondisclosure agreements. The explanation of how they work here is very clear. Residuals clauses are just...
  - 25 Jun 19, 7:11am -
• Call for papers: Corporate & Securities Litigation Workshop
  Call for papers from the Corp & Securities Litigation Workshop. This has grown into quite an annual scholarly event: Corporate & Securities Litigation Workshop: Call for Papers Boston University School of Law, in conjunction with the University of Il…
  - 27 Feb 19, 11:53am -
• Corwin, not a 'get out of jail free' card
  I've seen some hand-wringing among my fellow corporate law scholars that Corwin represents some sort of free pass for bad directors in the context of a sale - a 'get out of jail free' card as it were. Last week...
  - 26 Nov 18, 12:06pm -
• 251(h) mergers, what are they called anyway?
  Ever since Delaware adopted §251(h) to deal with the percolating top-up option issue ('you're going to issue how many shares?!'), there has been a small, but nagging issue. What do we call this new kind of merger. Well, lawyers aren't...
  - 19 Nov 18, 12:56pm -

Morningstar: Leveraged Buyout

• High-Yield and Bank Loan Outlook: High Quality High-Yield in a Maturing Bull Market
  *** enter disclosure ***
  - 9 Jul 14, 4:58pm -
• The Orphaned Bull Market
  *** enter disclosure ***
  - 12 Jun 14, 2:47pm -
• Regulators Continue to Pressure Private Equity With Proposed Leverage Cap
  The Federal Reserve and the Office of the Comptroller of the Currency issued guidance last year that asked banks to avoid financing leveraged buyouts where debt on the company would be more than 6 times EBITDA. Longer repayment timelines and covenant…
  - 21 May 14, 5:00am -
• RLPC-Big European leveraged buyouts back on the agenda
  LONDON, Feb 24 (Reuters) - European leveraged debt financiers are lining up jumbo financing packages, including a 5 billion pound ($8.34 billion) loan and bond deal backing the potential sale of UK...
  - 24 Feb 14, 9:34am -
• RLPC-Sponsors push for lower equity levels in leveraged buyouts
  LONDON, Sept 16 (Reuters) - Equity contributions on large leveraged buyouts are falling to levels not seen since the height of the buyout boom in 2007 as borrowers achieve more aggressive terms on...
  - 16 Sep 13, 12:36pm -
• RLPC-Leveraged buyout debt mountain poses risk to UK -BOE
  LONDON, March 14 (Reuters) - The Bank of England warned that around 73 billion pounds ($109 billion) of loans that financed a boom in buyouts of British firms come due in the next five years, posing...
  - 14 Mar 13, 1:44pm -
• UPDATE 3-China's Focus Media agrees to $3.7 bln leveraged buyout
  * Agreement reached for $27.50 per American Depositary Share
  - 19 Dec 12, 7:34pm -
• Best Buy Founder Reportedly Lining Up Private Equity Backers, but Deal Far From Done
  On Tuesday, Reuters reported that Best Buy BBY founder Richard Schulze has entered into negotiations with at least four private equity sponsors in his potential bid to take the company private, including Apollo Global Management, Cerberus Capital Man…
  - 3 Oct 12, 4:55am -
• Family Dollar Surges on Trian Group's Offer to Acquire Firm for $55-$60 per Share
  After the market close Tuesday, Nelson Peltz's Trian Group, which currently has an 8% stake in Family Dollar FDO, announced an offer to purchase the remaining shares and take the firm private for about $7.6 billion, or $55-$60 per share, according to…
  - 16 Feb 11, 3:10am -
• Despite Lackluster 3Q and Increasing Commodity Costs, Wendy's/Arby's Shares Still Look Undervalued
  Wendy's/Arby's WEN third-quarter results were disappointing, as sales trends fell short of expectations. We now believe full-year sales will decline in the midsingle digits (versus our previous estimate of a low-single-digit decline). Commodity cost…
  - 12 Nov 10, 4:15am -

Reuters: Deals

• Snap's secrecy frustrates banks' pursuit of IPO glory

  

  (Reuters) - Some investment banks seeking to be added as underwriters to Snapchat owner Snap Inc's initial public offering registration document have been denied access to review it before it is made...
  - 1 Feb 17, 10:38pm -
• SK Innovation buys Dow Chemical's ethylene acrylic acid unit for $370 million

  

  SEOUL (Reuters) - South Korea's SK Innovation said on Thursday it will acquire Dow Chemical Co's ethylene acrylic acid (EAA) business for $370 million, a move that will expand its range of high...
  - 1 Feb 17, 8:36pm -
• Sports Direct in talks to bid for Bob's, Eastern Mountain Sports: sources

  

  (Reuters) - British sporting goods company Sports Direct International Plc is in talks to bid for Eastern Outfitters LLC, the parent of U.S. discount chain Bob's Stores and outdoor retailer Eastern...
  - 1 Feb 17, 6:44pm -
• Blackstone to invest $500 million in overhaul of Chicago's Willis Tower

  

  CHICAGO (Reuters) - Blackstone Group LP said on Wednesday it will invest $500 million to renovate Chicago's Willis Tower, upgrading amenities for tenants and adding new dining and entertainment space...
  - 1 Feb 17, 6:37pm -
• UniCredit prices rights issue at 38 percent discount

  

  MILAN (Reuters) - UniCredit priced its 13 billion-euro ($14 billion)rights issue at a 38 percent discount on Wednesday as it prepared to launch Italy's biggest ever share sale in a move to rebuild...
  - 1 Feb 17, 4:51pm -
• Ever-shorter U.S. bankruptcies have creditors scrambling

  

  WILMINGTON, Del. (Reuters) - Financially distressed companies that file for U.S. bankruptcy are emerging from court proceedings more quickly than ever, lowering legal costs but also forcing junior...
  - 1 Feb 17, 4:28pm -
• Generali shareholder CRT to decide on Intesa bid when moment comes

  

  TURIN (Reuters) - Generali shareholder CRT Foundation has no preconceptions over a possible bid for the Italian insurer by Intesa Sanpaolo and will make up its mind when and if it happens, the CRT...
  - 1 Feb 17, 11:19am -
• Swiss group MSC acquires Hanjin's stake in U.S. ports operator

  

  LONDON (Reuters) - A unit of Swiss shipping group MSC has bought a stake in U.S. ports operator Total Terminals International (TTI) from Hanjin , MSC said on Wednesday, having overcome objections...
  - 1 Feb 17, 10:54am -
• Capital hike needed for M&A where assets exceed $20 billion: Julius Baer CEO

  

  ZURICH (Reuters) - Julius Baer would need to raise capital from the market to fund acquisition of banks with assets under management of more than 20 billion Swiss francs ($20.15 billion), Chief...
  - 1 Feb 17, 9:57am -
• GE to sell entire stake in South Korea's Hyundai Card

  

  SEOUL (Reuters) - General Electric said on Wednesday it has agreed to sell its 43 percent stake in South Korean credit card firm Hyundai Card Co Ltd as the U.S. industrial giant continues to trim...
  - 1 Feb 17, 5:11am -

The Guardian: Mergers & Acquisitions

• Anglo American agrees £405m takeover deal for Sirius Minerals
  Agreement rescues plans to dig the UK’s first deep mine in 40 years in the North York MoorsThe mining company Anglo American has agreed to buy Sirius Minerals for £405m in a deal that rescues plans to dig the UK’s first deep mine in 40 years und…
  - 1 day ago, 20 Jan 20, 8:17am -
• Just Eat and Takeaway.com cleared to form £6.2bn food courier giant
  Further growth on the menu as Dutch firm’s boss hails merger as ‘dream combination’ Shareholders in Just Eat have given the green light to a £6.2bn merger with Dutch food delivery firm Takeaway.com, which will create one of the largest food de…
  - 11 days ago, 10 Jan 20, 12:34pm -
• Amid the fury and bombast, Ghosn’s case deserves proper examination
  The former Renault-Nissan boss’s account of why he fled Japan will – and should – provoke sympathyCarlos Ghosn, live from Lebanon, put on an entertaining show. There was bombast, arm-waving and undisguised fury. “My unimaginable ordeal is the…
  - 13 days ago, 8 Jan 20, 2:01pm -
• Anglo American mulls £386m rescue bid for Sirius Minerals
  Fertiliser miner struggling to fund plans to extract polyhalite from under North York MoorsThe mining company Anglo American could rescue plans to dig the UK’s first deep mine in 40 years under the North York Moors through a £386m takeover bid for…
  - 13 days ago, 8 Jan 20, 6:44am -
• US election, Brexit and China to sway the markets in 2020
  Investors expect a strong year but the presidential race and trade wars could spring nasty surprisesAfter profiting from strong markets in 2019, investors are expecting 2020 to bring further rising asset prices and lively merger activity. But Brexit,…
  - 20 days ago, 1 Jan 20, 7:16am -
• Universal Music sells €3bn stake to Chinese company Tencent
  Parent company Vivendi to offload 10% stake with more deals likely amid music revival Universal Music Group, the home of stars including Taylor Swift, Lady Gaga and the Beatles, has sold a 10% stake to a consortium led by the Chinese tech company Ten…
  - 21 days ago, 31 Dec 19, 9:29am -
• Cobham’s US buyer vows to keep UK jobs and investment
  Advent International also commits to British HQ, which employs about 1,700 staffThe new US owner of the UK defence company Cobham has pledged to keep jobs and investment in Britain as the government faces increasing criticism for allowing the £4bn t…
  - 29 days ago, 23 Dec 19, 12:51pm -
• Just Eat takeover battle heats up as rivals make new bids
  Dutch takeaway company and offshoot of South African group up offers for food delivery firmThe battle for control of Just Eat has intensified after fresh rival bids for the UK food delivery business.Takeaway.com of the Netherlands upped its all-share…
  - 33 days ago, 19 Dec 19, 2:08pm -
• Unite union seeks jobs assurances after PSA-Fiat Chrysler merger
  About 2,600 manufacturing staff work at Vauxhall sites in UK including Ellesmere PortBritain’s largest trade union is seeking assurances over about 2,600 manufacturing jobs at Vauxhall after the carmaker’s parent company, PSA, announced a £38bn…
  - 34 days ago, 18 Dec 19, 2:29pm -
• British Steel bid still on, insists Chinese firm Jingye
  Jitters in Whitehall grow over any further delay with government spending £1m a day to keep business aliveThe Chinese firm poised to buy British Steel has denied the deal is in danger of collapse, amid concern that any further delay in the already l…
  - 37 days ago, 15 Dec 19, 12:19pm -

WSJ: Deal Journal

• What to Watch From the Fed Wednesday
  In her first press conference as Fed chairwoman, Yellen will likely face questions on the continued reduction in bond purchases and the recent deterioration in economic conditions.
  - 18 Mar 14, 3:29pm -
• Kyle Bass Keen on Yellow Pages Co. — Sohn Conference
  By Emily GlazerThe yellow pages business isn't dead yet.That's according to Kyle Bass, principal of Dallas-based hedge fund Hayman Capital Management L.P., who focused his presentation at the Ira Sohn conference Wednesday on directories busin…
  - 8 May 13, 1:27pm -
• Record Number of Banks in One Deal as HK’s IPO Market Heats Up
  Hong Kong's IPO market is shifting into high gear this week with two billion-dollar offerings but one deal is crowded with a record number of banks who are being asked to do more to earn business.
  - 6 May 13, 2:48am -
• Aerosoles Shoe Chain Seeking Buyer or Partner
  The private-equity owner of the Aerosoles shoe chain is seeking a buyer or strategic partner for the company it created about 25 years ago from a cast-off unit of Kenneth Cole Productions Inc.
  - 2 May 13, 12:53pm -
• Dish Deal For Sprint May Leave T-Mobile On Hold
  Dish Network Corp.'s surprise $25.5 billion bid for Sprint Nextel Corp. may leave the No. 4 carrier T-Mobile with a tougher hand to play in a consolidating wireless market.
  - 15 Apr 13, 3:49pm -
• JPM Veteran Corio Joins Miller Buckfire
  Restructuring adviser Miller Buckfire & Co. is growing its bankruptcy and restructuring practice once again after prominent bankers departed about two years ago.
  - 15 Apr 13, 1:32pm -
• Dish vs Softbank: A Comparison of Sprint Offers
  Dish Network is now engaged in what is something of a tug-of-war with Japan’s Softbank over the future of Sprint. How their deals stack up.
  - 15 Apr 13, 11:29am -
• Ergen: Dish Is a Seinfeld Episode and Sprint Ties it Together
  If you were confused by all the moves Dish Network has been making in recent years, its vision should be coming clear now that it has bid for Sprint.
  - 15 Apr 13, 9:39am -
• Dealpolitik: Dish’s Audacious Topping Bid for Sprint Is No Slam Dunk
  Dish has made a stunning bid to buy Sprint for a cash-and -stock deal valuing Dish at $25.5 billion. Last year Softbank agreed to buy Sprint, also for a package of cash and stock. Dish claims its offer is worth 13% more.
  - 15 Apr 13, 9:25am -
• Citigroup Finally Releases Some Reserves
  To release or not to release, that has been the question for Citigroup when it comes to reserves held against roughly $92 billion of North American mortgages that it is trying to sell or wind down.
  - 15 Apr 13, 9:11am -