M&A: Sell-Side Transactions: Rapid Fire

What this video covers

• How the tail provision survives termination of the engagement letter, and why a fired banker still collects the fee on a closed deal with an introduced buyer
• Why indemnification flows strictly one way from the seller to the investment bank, never the reverse
• The distinction between a spin-off (pro rata to all shareholders, forced) and a split-off (shareholders choose to exchange); plus the reverse Morris Trust at 50.1% retention
• Why the teaser requires no name and no non-disclosure agreement (NDA), while the Confidential Information Memorandum (CIM) requires an NDA and carries the seller's own projections
• What separates a non-binding Indication of Interest (IOI) with its valuation range from a binding-on-exclusivity Letter of Intent (LOI) with its firm single price
• Why stock deals are less accretive than cash deals at identical valuation, and how the price/earnings (P/E) ratio determines accretion when no premium or synergies exist
• The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) calendar-day waiting periods (30 days merger, 15 days cash tender), the $535.5 million size-of-person waiver, and the 101% of par change-of-control put trigger