Dealology

Deconstructing deal terms

Cooley deal insiders deconstruct the complexities of buying, investing in and selling companies to prepare you for a successful transaction.


1. Three Key Issues in Private Equity Add-On Deals

Private equity add-on acquisitions account for more than two-thirds of all PE deals. Learn the key issues facing buyers, sellers and advisers. Read more

2. Tax Factors in Purchase Price & Post-Closing Liability

Tax factors must be taken into account in the purchase price of a private deal as well as when negotiating post-closing liabilities and indemnities. Join Eric Schwartzman and Alexander Lee for a brief discussion. Read more

3. Equity Commitment Letters and Guarantees in Private Equity Deals

Learn about equity commitment letters and guarantees – why and when they are used as well as the amount of the commitment and guarantee, who gets to enforce the obligations, and termination. Read more

4. Reverse Termination Fees and Specific Performance

These have become must-face topics in M&A and PE deals. Get clarity on these cumbersome topics and the constructs to appreciate when allocating risk around financing and closing. Read more

5. Top 10 Issues in Private Equity Add-On Deals

Following up on our 3 Key Issues video, we go more in depth to address the top 10 issues PE add-ons present for buyers, sellers and advisers. Read more

6. Representation & Warranty Insurance

Understand the fundamentals of how this essential tool wins deals for buyers in M&A and PE transactions and limits or eliminates post-closing indemnity obligations for sellers. Read more

7. Equity Rollovers in Private Equity Deals

Equity rollovers are seen in approximately 80% of all private equity deals. Learn what equity rollovers are, why we use them and the key terms ripe for negotiation. Read more

8. Purchase Price – It’s Never the Headline Number

Gain insight into what it means when people say "cash-free, debt-free" and that "purchase price is enterprise value plus cash, minus indebtedness, minus transaction expenses, plus or minus working capital." All of those terms are loaded with complexity, adjust the headline number up or down and are heavily negotiated. Read more

9. Working Capital & Purchase Price Adjustments

Working capital is by far the most often-used purchase price adjustment – approximately 95% of all private company acquisitions use a post-closing purchase price adjustment and approximately 92% of those deals use working capital as an adjustment metric. Read more

10. Earnouts

Earnouts in M&A and private equity transactions serve to bridge valuation gaps. Money changes hands at closing and additional purchase price may be payable in the future if agreed milestones or performance metrics are achieved. Learn from partners Eric Schwartzman and Ben Beerle as they discuss what earnouts are, how they work, why they are so complicated to negotiate and live with and more. Read more

11. COVID-19: Early Impact on M&A and PE Dealmaking

COVID-19 is impacting all aspects of life, including M&A and private equity dealmaking. Whether you are a buyer, seller or advisor, it is critical to stay up to speed on what is proving to be a constantly evolving area. Gain insight on the current state of antitrust timing, rep & warranty insurance, deal terms and the people factor. Read more

Related Contacts
Eric Schwartzman Partner, San Francisco
Related Practices & Industries

Mergers & Acquisitions Private Equity