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Acquisitions › Contract Terms › EBITDA

Whiteford

Private Company M&A - Reverse Diligence: Questions Sellers Should Ask of Bidders

Whiteford on

When selling a private company, Sellers understandably focus on providing bidders with a comprehensive data room packed with detailed documents and information about every aspect of their business. They expect bidders to pore...more

Proskauer - The Capital Commitment

Navigating Earn-Out Disputes: Key Considerations for Private Funds

Proskauer - The Capital Commitment on

Times of economic volatility often increase disparities between a seller’s valuation and the buyer’s valuation of the same company. Earn-out provisions are one tool frequently used to address such disparities. An earn-out...more

Whiteford

Private Company M&A - Earn-Outs: Gravy on Top?

Whiteford on

Periodically, particularly during economic downturns or times of market uncertainty, the private M&A market experiences a significant increase in the use of earnouts. As was the case following the Great Recession and the...more

Buckingham, Doolittle & Burroughs, LLC

Selling a business in the current high-deal volume environment

Buckingham, Doolittle & Burroughs, LLC on

Selling a business in any environment can be challenging when planning is not addressed early in the M&A process. The challenges are heightened in the current environment where buyers are looking at multiple potential deals...more

McGuireWoods LLP

Court Applies Purchase Price Multiple to Determine Damages in Post-Acquisition Dispute

McGuireWoods LLP on

On Oct. 13, 2023, a New York federal court held that sellers who breached representations made in an asset purchase agreement were liable to the buyer for damages calculated using an implied purchase price multiple from the...more

Goodwin

Use of EBITDA in Earnouts Increased 22% in Two Years

Goodwin on

From 2020 to 2022, EBITDA became almost as prevalent as revenue metrics for determining earnout payments, according to analysis of the Goodwin Private Equity Deals Database. In 2022, EBITDA was used in 40% of earnouts, up 22%...more

Rivkin Radler LLP

Letters of Intent – Negotiating the Framework of Your Transaction

Rivkin Radler LLP on

In our last installment, we discussed some of the initial steps involved in the process of selling a dental practice, including preparing your practice for sale and finding a potential suitor. Specifically, we described ways...more

Latham & Watkins LLP

Beyond the Valuation Gap - Flexing Earnouts in the Current M&A Environment

Latham & Watkins LLP on

Increased use of earnouts is likely to facilitate M&A deals across sectors in Europe. Earnouts are increasingly common in European M&A. The growing prevalence of this contractual provision — in which additional...more

Woodruff Sawyer

Transactional Risk in M&A and Private Equity: Insurance Trends in 2022

Woodruff Sawyer on

Part of every transaction’s due diligence process is the insurance and risk management workstream. Insurance and employee benefits due diligence is becoming more and more important to private equity firms looking to protect...more

White & Case LLP

Testing Times: Insights into the Timing of Incurrence Covenant Testing

White & Case LLP on

European Leveraged Finance Alert Series: Issue 3, 2019 - Investors in high yield debt expect protections to be included in documentation in order to prevent bond issuers from taking certain actions that deteriorate credit...more

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