Understanding Price and Debt in M&A Transactions

In an M&A transaction, price is generally the most important part of the deal structure. However, there are several other essential components. In this episode, Gina Cocking and Jeff Guylay discuss various aspects of a deal structure, including deal form, transaction consideration, contingent consideration, the importance of the employee issues and the certainty of close.

Jeff is joined by featured guest, Vernon Rew, partner at Whitaker, Chalk, Swindle & Schwartz, to share his experience advising both buyers and sellers on M&A transactions.

In this episode, Gina and Jeff's discussion highlights four key topics related to the deal structure:

• Deal form: the difference between stock versus an asset sale
• Transaction consideration: the difference between cash versus stock proceeds
• Proceeds to the seller: cash paid upfront and contingent consideration
• Personnel: the importance of employee consideration in a deal
• Certainty to close: keeping an eye on closing the transaction in a timely manner