Signing to Closing: Rapid Fire
Chapters in this video
- 0:00 Signing is not closing: the gap period roadmap
- 1:13 Cash proxy versus joint proxy and the S-4
- 2:44 HSR timing and the CFIUS national-security trap
- 4:04 MAC versus bring-down and specific performance
- 5:30 Asymmetric fees: break fee and reverse termination fee
- 6:10 The banker's true role and the furnished-not-filed trap
- 7:05 Rapid-fire exam recap
What this video covers
- Why signing is not closing, and the six workstreams that must run during the typical 3-9 month gap period
- When an all-cash deal requires only a Schedule 14A proxy, and when a stock deal adds a joint proxy and prospectus on Form S-4
- How the 20% rule triggers an acquirer shareholder vote, requiring a second meeting inside the joint proxy
- Why HSR waits 30 calendar days for mergers but 15 for cash tender offers, and why CFIUS runs parallel to HSR
- The distinction between bring-down of representations and warranties (R&W) and the no-MAC clause, and why MAC requires durational significance in years
- Why the break fee is target-pays at 1-4% equity value while the reverse termination fee is buyer-pays at 5-10% or more
- What the banker actually signs (written consent for the fairness opinion) versus what counsel and auditors handle, and why press releases are furnished, not filed, on the current report
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