10: Transaction Structure and Closing

M&A University presents an in-depth exploration of transaction structure and closing with expert Jim Evanger. This episode breaks down critical aspects of selling a business, including consideration components like cash at closing, seller notes, earn-outs, and rollovers. Listeners will gain insights into legal structures, tax implications, purchase agreement negotiations, key clauses, and the nuanced process of transitioning business ownership. Whether you’re a business owner considering a sale or an investor interested in M&A strategies, this episode provides essential knowledge for understanding complex transaction dynamics.

Additional Information

• Topics Covered
  • Transaction Structure and Consideration [0:02]
  • Components of Consideration [5:26]
  • Rollovers and Employment Agreements [10:11]
  • Escrow and Debt Assumption [15:01]
  • Legal Structure and Tax Implications [18:37]
  • Negotiating the Purchase Agreement [21:45]
  • Key Clauses in the Purchase Agreement [25:03]
  • Reps and Warranties and Due Diligence [30:18]
  • Run-Up to Closing and Closing Process [33:41]
  • Final Advice and Conclusion [35:09]
• Helpful Resources
  • Escrow Holdbacks in M&A Transactions
  • M&A Reps & Warranties | A Complete Guide
  • M&A Closing Process | A Complete Guide
  • M&A Talk Episode: Why You Need to Consider Taxes Before Selling Your Business