M&A: Sell-Side Transactions

Pair listening with reading

Follow along with
the written unit.

Listen at your own pace, then use the matching lesson to revisit the details. The written material includes:

• Engagement and Strategic Alternatives Setup
• Transaction Structures: Stock vs Asset, Merger vs Tender Offer
• Tax Coordination: Reorganizations, Deemed Asset Sales, Golden Parachutes, Executive Compensation Limits
• Antitrust Coordination and Hart-Scott-Rodino (HSR)
• Other Corporate Issues: Securities, Contracts, Workforce
• Seller's Valuation Analysis and Buyer Analysis
• Marketing the Transaction: Teaser, Confidentiality Agreement, Confidential Information Memorandum, and Bidding Procedures
• Stapled Financing and Buyer Financing Arrangements
• Management of the Bidding Process: Indications of Interest, Data Room, and Site Visits
• Buyer Proposal Evaluation: Currency, Accretion/Dilution, Synergies
• Final Round Procedures and Bid Selection
• Execution: Definitive Agreement Hand-Off and Fairness Opinion

Put this episode into practice with adaptive questions and flashcards in the full Series 79 course.