How to Master the M&A Purchase Agreement

About the Episode

The purchase agreement – getting it right from the beginning with the LOI helps a smooth closing. Gerry Williams, an M&A attorney, outlines a purchase agreement’s key components and four main sections: the preliminary section (purchase price, working capital, earnouts, post-closing adjustments), reps and warranties, covenants, and indemnification. He emphasizes the importance of understanding the implications of deal structure (asset vs. stock) and the role of reps and warranty insurance in mitigating seller liability. 

“The mistake that’s made the most is not giving enough detail about either the purchase price or indemnification sections in the LOI.”

Gerry Williams

What You’ll Learn

  • Insights into the four main sections of the purchase agreement: Purchase price and preliminary sections, reps and warranties, covenants, and indemnification.
  • Pay close attention to the reps and warranties section: It’s the longest part of the purchase agreement and can significantly impact the seller’s liability.
  • Be wary of simplified LOIs that lack detail on critical deal terms: This can lead to disputes and wasted time later in the process.
  • Strive for reasonableness and cooperation between all parties involved: This can save time, energy, and money throughout the M&A transaction.

Topics Covered

What’s the most important thing a seller should know about the purchase agreement? [3:25]
What are the four parts of a purchase agreement? [5:23]
When, or under what circumstances, should a seller start to talk to an M&A attorney? [12:40]
Discussion of the first section of the purchase agreement – the purchase price section. [14:18]
What should the seller know about the purchase price section of the purchase agreement? [22:15]
Discussion of the second section of the purchase agreement – reps and warranties. [26:34]
What is the role of knowledge qualifiers and their impact on reps and warranties? [36:54]
Discussion of the third section – covenants and the signing and closing process. [40:52]
Discussion of the fourth section of the purchase agreement – indemnification. [51:20]
What mistakes happen at the LOI stage that impact the purchase agreement negotiations? [1:02:11]

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Meet Our Guest

Gerry Williams

Gerry Williams

Partner, Co-US Managing Partner, Vice Chair, Private Equity Group, Southeast, DLA Piper | Atlanta, Georgia

Gerry Williams is the Co-US Managing Partner with the global law firm DLA Piper, where he is responsible for the day-to-day management of the firm in the US and helps direct the firm’s US strategy. Gerry represents private equity funds, Fortune 1000 corporations, and Special Purpose Acquisition Corporations (SPACs) in domestic and cross-border mergers and acquisitions, securities, finance, and corporate governance matters. 

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