M&A: Buy-Side Transactions: Rapid Fire

What this video covers

• Why financial capacity is a separate test from valuation, and how covenant compliance or rating-agency reaction can kill a deal that looks perfect in the discounted cash flow (DCF) model
• The four valuation methods (trading comparables, precedent transactions, DCF, leveraged buyout (LBO)) and why LBO output is a case-specific cross-check, not a universal floor
• How currency strength drives deal consideration: strong stock invites stock deals, weak stock forces cash plus debt
• The distinction between control-share statutes (restrict voting rights) and fair-price statutes (block lower back-end squeeze-outs), and why a uniform-price tender offer clears the latter
• Why poison pills trigger on beneficial ownership (not record ownership), and how a proxy fight that wins board control can neutralize the pill entirely
• Type B (zero boot, voting stock only) versus Type C (up to 20% boot) tax-free reorganizations, and the 80% voting-stock threshold that governs both Type B and reverse triangular mergers
• The joint stock-treated-as-asset election: who qualifies (S corporations and consolidated-group subsidiaries) and who does not (standalone C corporations, which face double taxation)
• Indication of Interest (IOI) as a non-binding range versus Letter of Intent (LOI) as a point price with binding clauses (exclusivity, confidentiality, break fees), and what a fully financed bid actually means