4. Deal Structuring

4. Deal Structuring

1. Deal structuring

   • Acquisition vehicle
     • Post closing organisation
       • Form of acquisition
         • Form of payment
           • Legal form of selling
             • Differences
               • Tax
             • Accounting consideration
               • Adjustments
                 • Fair value of asset/liability
                   • New intangible assets
                     • Goodwill tested annually
                       • Transaction cost expensed
                         • Contingent liab may be reckognized
           • Methods
             • Non cash
               • Combination
                 • Cash
               • Stock, real property
           • Issue solving measures
             • BS adjustment
               • Earn outs
                 • Rights, Royalties and fees
                   • Floors, caps and collars
               • Primarely in oruchase of asset and adjustment if working capital
         • Consequences
           • Time
             • Degree of consent from shareholder
               • Ability to squeeze out minority
                 • Risk of competing bids
                   • Litigation
                     • Tax consequences
         • Different
           • Stock
             • Tender offer
           • Asset
             • Transaction between buyer and selling business - Blir legal pga coleteral i en bonds. Oljerigg.
           • Scheme of arrangement
             • 75 %
           • Statutory
             • 75 %
       • Coprporate divisional structure
         • Integrate imidiately
           • Centralise control in parent
             • Facilitate future funding
               • Most common
         • Holding company
           • Implment earn-out
             • Preserve target culture
               • Exit business
           • Partnership/Limited liability
             • Minimize taxes
               • Minimize risk
             • Staggered
               • - Delt opp: Completing takeover - Technological process - Earn out
     • Factors
       • Degree of control by owners
         • Management autonomy
           • Continuity of ownership
             • Duration of life
               • Ease of transferring ownership
                 • Limitation of ownership
                   • Ease of raising capital
                     • Tax status