3on

If a shareholder wants to maintain ownership (avoid dilution) and create liquidity what should she do

A dividend recap

A CEO who wants tpo sell but still work for the company would sell to

A financial sponsor, not a strategic buyer

To close a deal via a one-step merger:

A proxy statement, consisting of both a preliminary proxy (PREM14A) and a definitive proxy (DEFM14A), is prepared and filed with the SEC jointly by the target and acquirer. (An exception to this is in deals where one of the companies is a private company. Here, only the public company prepares and submits the proxy with the SEC.)If the deal involves stock consideration, the proxy will include pro forma (i.e., combined) financials. If the deal is all-cash, pro forma financials are not required.If the deal involves stock (or issuance of public debt), the two companies file a joint prospectus on an SEC Form S-4 to register the securities. This registration statement usually details the transaction's terms, including the form of consideration (e.g. cash, stock, or a combination). If the issuer is a foreign corporation, the signature of its authorized representative in the US is required on the registration statement.Lastly, target shareholders vote to accept or reject the deal

Union workers

A sell side advisor representing a target company that has union workers should provide the collective bargaining agreement o the buyside advisors for dd purps

A stock certificate, however, is not helpful in

Creditors' rights in bankruptcy

In an LBO the IRR is most important and bankers use precedents, DCFS and comps to determine. They don't look at

Debt to capitalization ratios

Buy side advisor dd

Conducts due diligence beyond the scope of the provided documents. Not tasked with hiring PR Firmm to announce th deal

An LBO is not relevant

VC Firms because they make equity investments generally

Founder liquidity

VC Firms could invest in a young company by buying a CEO or founders shares to provide them liquidity

accredited investors under Reg D use

a $1M net worth test

Section 363 of the Bankruptcy Code allows

a debtor to sell its assets during a bankruptcy case. It allows assets to be transferred or sold to a purchaser "free and clear" of any liens. These assets can include property, plants, equipment, business lines, and even the entire business.

A majority shareholder or firm principal who wants to generate liquidity (e.g., for retirement, to establish a trust for his children, or to purchase a home) would consider

a dividend recap, an IPO, or a company sale to a strategic buyer.

Prior to selecting a winning bid, the target company's board of directors will typically hire a broker-dealer to write a

a fairness opinion which helps a board defend that it met its fiduciary duties when engaged in M&A activity

Debtor-in-possession (DIP) financing is treated as

an administrative expense, and if needed to secure DIP financing, a court may grant the DIP loan super-priority status or a "priming" lien such that it will be paid before any other creditor, including secured lenders.

An inter-creditor agreement is

an agreement between creditors indicating their relative rights and obligations in the event of a bankruptcy. Other documents that are useful for determining the position of creditors include a bond indenture and credit agreement.

A company with a strong balance sheet and no debt would likely seek funding from

an asset backed lender.

The winning bidder in a 363 sale signs

an asset purchase agreement (APA) detailing the terms of the purchase.

In a tender offer, a purchaser (acquirer or third party) offers to buy all or a percentage of a company at a specific price. Any tender offer made to shareholders in the US must

be registered with the SEC by filing a Schedule TO and disclosed to all security holders.

A purchase price adjustment like a working capital peg adjustment prevents either party from

being adversely impacted by timing, seasonality, or irregular activity by the seller (e.g., extending payables or aggressively pulling in receivables). Note that it is not about changes to cash, because cash is typically excluded in the sale of the business since the seller will sweep out all cash at the time of closing

A debtor can pursue a Section 363 sale immediately after

being appointed a debtor in possession.

After the buyer and seller have signed the definitive agreement A third-party buyer would likely see a ___ as the largest obstacle in launching a bid

break-up fee

An investment bank advising a company on launching a tender offer for a target company cannot X but it can Y

buy stock or call options in the target, but it can do underwriting work for the target

338 (h) (10) election

buyer treats the transaction as an equity purchase for GAAP Purposes and an asset purchase for tax purposes

A deal is struck assuming 100M in working capital. At close, working capital is 110M; the

buyer will pay the seller an additional 10M

If analyzing a buyer's ability to pay in an all-cash deal, the ___would be the most important financial statement.

buyer's balance sheet

Work cap pegs etc. are not about

changes to cash, because cash is typically excluded in the sale of the business since the seller will sweep out all cash at the time of closing

A two-step merger would allow an acquirer to

close a deal the fastest because if successful it avoids a shareholder vote.

If the board approves a deal, the fairness opinion may be distributed to shareholders to support the board's recommendation to accept the deal. In this case, the preparing broker-dealer must disclose Whether the opinion was approved by a fairness committee. If so, the opinion must be approved by

non-deal team members on the fairness committee. Note that the fairness opinion does not require approval at the firm level.

Potential Synergies can be identified on the target companies

income statement

Investors who do not tender their shares to the issuer

increase their ownership percentage

A fairness opinion is a view on the price of the transactions. It is not an

independent analysis of all of the company's assets.

A white knight

is a buyer who acquires a distressed company before they declare bankruptcy.

A stalking horse

is a section 363 buyer who is seeking to acquire assets of a company that is already in bankruptcy.

If an acquirer pays a golden parachute to an executive of a target company in excess of three times the executive's average compensation for the last five years, the amount of the excess payment (i.e., the amount over three times)

is not tax deductible to the acquirer. The employee will also be required to pay a 20% excise tax.

The buyside adviser is less likely to interview

large shareholders of the target, fearing a large shareholder might be a competing bidder.

When confirming overseas real estate holdings of a potential acquisition target do physical site hecks. If unable it would be reasonable to get

legal title or proof of ownership of assets

Confidentially Agreement would not typically include

limitations or restrictions on a bidder releasing its own (the bidders) analysts projections or discussing information provided in research reports

If a company files for bankruptcy under Chapter 7 of the Bankruptcy Code, a trustee will be appointed to

liquidate the assets and distribute funds to creditors

A Chapter 11 filing permits either a

liquidation or a reorganization of the debtor.

In a Chapter 11 filing, the debtor's existing board of directors and management often continue to m

manage the business's day-to-day operations and prepare a reorganization plan.

The sell side advisor typically recommends and IT Company to

manage the security or and access to the data room

Once an advisor signs an NDA with a new client the compliance department would likely

monitor employee trading in that stock

A company might file for bankruptcy if it is in a financially unsustainable position. For example, a company might file for bankruptcy rather than

negotiate with creditors if it is expecting to pay a large legal settlement or has operational issues.

An investor can sell into a tender only to the extent that he is .

net long the stock

A public company acquiring a private company is not required to disclose

the private (target) company's financials in an 8-K announcement.

Managment presentations occur in

the second round

Shareholders who vote against a merger can request appraisal rights through a court to ensure the company is being sold for fair value. This would be done after

the shareholder vote and would be requested by shareholders who voted against the deal

If no one else bids on the debtor's assets,

the stalking horse is obligated to complete the transaction. But the stalking horse does not receive exclusivity. If another bidder wins the auction, the debtor will sell the assets to the highest bidder and increase the assets available to satisfy creditor claims.

In an all-cash deal, the sell-side adviser's primary concern is the acquirer's ability to pay. The sell-side adviser is less concerned about

the strength of the buyer's management team or the composition of the acquirer's board

When the existing board and management do so, they are referred to as the

"debtor in possession (DIP)."

To solve for IRR with a four-function calculator use a

"plug and chug" technique, testing answer choices to determine which rate of return produces the correct exit value

For actively traded securities

$1MM ADTV and $150MM float

Qualified purchasers control

$5 million in investments

The minimum deal threshold for Hart-Scott-Rodino submission is

$50mm. This figure is inflation adjusted, for example it was $62mm in 2010 and is even higher today.

An S-4 must include the "terms of the transactions", which includes:

1) a brief summary of the term of the acquisition 2) the reasons the issuer and target are engaging in the transactions, 3) a description of any new securities being issued, 4) any material differences between the rights of target shareholders (pre-deal) versus their rights in any new securities being offered (post-deal), and 5) a statement regarding the accounting and tax treatment of the transaction

For a plan of reorganization to be confirmed (i.e., approved) by the court, it must provide for the repayment of

1) administrative claims (e.g., lawyers' fees, trustee expenses) and, then, 2) wages (up to $10,000) in cash on the plan's effective date.

A broker-dealer must have written procedures for Additionally, the firm's procedures must disclose the types of transactions and circumstances under which it will use a fairness committee as well as procedures to determine that the valuation analyses used are appropriate. Note that these internal procedures are not required to be disclosed to shareholders.

1) the process for selecting fairness committee members, 2) the qualifications for fairness committee members, and 3) the process to ensure a balanced review by the committee, including review and approval of the opinion by non-deal team individuals. Additionally, the firm's procedures must disclose the types of transactions and circumstances under which it will use a fairness committee as well as procedures to determine that the valuation analyses used are appropriate. Note that these internal procedures are not required to be disclosed to shareholders.

In a Chapter 11 bankruptcy, a plan of reorganization must be approved by creditor vote. This requires:

1)Two-thirds vote of the dollar amount claims, and 2)One-half the number of overall claims, not within each particular class

After a tender commences, the target company board of directors has

10 business days to respond with a non-binding recommendation to shareholders on Schedule 14D-9.

The SEC provides a 10b-18 "safe harbor" from liability for market manipulation, provided the share repurchase meets certain guidelines. These include: The issuer cannot purchase more than

25% of the stock's average daily volume per day

An issuer must wait ___ after its IPO to conduct a share buyback within 10b-18's safe harbor.

4 weeks

An LBO is the best model to examine

A Deals IRR

golden parachute

A contractual provision promising an employee (often senior management) a large payout or bonus if employment is terminated, including due to a change of control after a merger.

Sell side due diligence meets with who but generally doesn't meet with who

Auditors, consultants, company management. Wont meet with customers

M&A First round document order

Engagement letter, teaser, Confidentiality Agreement, CIM, Initial Procedures, First round bid

Initial procedures letter

Fifth document. Instructions for submitting first round bid

Who is more likely to use an LBO analysis to value a target company. Who is less likely

Financial sponsors such as PE Firms and merchant banks. Strategic buyers are less likely

Engagement Letter

First Document. Signed by issuer and investment bank. Discloses fees that the advisory firm is receiving for its work.

A merger of equals is a combination of companies of similar size. Like other mergers, the deal is disclosed on a

Form 8-K.

Confidentiality Information Memorandum (CIM, info memorandum, detailed memorandum, descriptive memorandum)

Fourth Doc, 50-60 page document providing significant information on the target, its industry and investment opportunity

a cramdown.

If a plan of reorganization does not receive the required votes (2/3 and 1/2), it can still be approved through

a strong indication that the company should file for bankruptcy protection.

If an issuer stops making its SEC filings, and its stock stops trading (its halted), that is

The timing of cash flows will

Impact an LBO

Potential Synergies can be identified on the target companies Income statement. Examples of proforma EBITDA adjustments are

Non essential employee wage that can be eliminated or reduced. Large executive bonuses

If a company wants to partially liquidate and get cash to fund growth they should seek out a

Private equity Fund

Regulation M-A provides the disclosure requirements in an

S-4 (exchange offer) for mergers and acquisitions, as well as for tender offers and going-private transactions.

Teaser

Second Document. 1-2 page doc that provides investment highlights and basic target information. Includes sell side advisors contact information

Priority of bankruptcy claims

Secured claims have a higher priority than administrative claims under the Bankruptcy Code. These are followed by recent employee wages, then recent pension contributions, then government claims (i.e. unpaid taxes), then unsecured claims (i.e. general creditors and unsecured debt), then subordinated debentures, then preferred stock and lastly, holders of common stock and warrants.

If a shareholder wants to maintain ownership (avoid dilution) and create liquidity what should he not do

Selling equity privately (e.g., private placement to a financial sponsor) will dilute the existing shareholders.

First-Round Bid AKA: indication of interest (IOI), statement of interest (SOI), or letter of intent (LOI)

Sixth and last first round document. Non binding subject to due diligence that indicates potential price range, form of consideration and more. Upon receipt bankers will begin accretion analysis

Who looks at accretion/dilution

Strategic Buyers as sponsors do not

Unsecured creditor's committee (UCC):

The UCC consists of the seven largest unsecured creditors and is appointed by the US Trustee (a division of the Department of Justice) to represent the interests of unsecured creditors in a bankruptcy proceeding. =

Confidentiality Agreement

Third Document. Legal agreement provided with teaser describing how information disclosed in the sale process can be used

these internal procedures are not required to

be disclosed to shareholders.

. Under Chapter 7, creditors who are owed funds are required to file

a proof of claim with the court in a timely fashion.

In a two-step merger, the acquirer does not file Instead, the acquirer

a proxy statement Instead they offer to purchase the shares of the target company directly from target company shareholders via a tender offer. This tender offer is the first step of the two-step merger.

The second step is to squeeze out remaining shareholders (those who did not tender) with a short-form merger agreement. A short-form merger can be accomplished once

a specific number of shares, usually 90%, is acquired. The result of the squeeze-out is that all remaining shareholders are forced to sell their shares at the tender price.

In an asset purchase the buyer benefits from

a stepped up basis where the buyer can increase (step up) the tax basis of the assets to their purchase price. The higher price benefits the acquirer by creating higher depreciation expenses

A a dataroom will generally allow for printing of materials as long as they include

a watermark, date and name of the issuer

In an all-cash deal, the sell-side adviser's primary concern is the The sell-side adviser is less concerned about the strength of the buyer's management team or the composition of the acquirer's board

acquirer's ability to pay.

An M&A transaction price may include a "working capital peg" provision that will

adjust the final purchase based on the historic, average, working capital figure (the peg) versus the actual working capital at closing. If actual working capital is higher than the peg, the purchase price will be adjusted upwards, vice versa if it is lower.

If actual working capital is higher than the peg, the purchase price will be

adjusted upwards, vice versa if it is lower.

A buyside advisor evaluating a potential acquisition of a private company would be more likely to use

an LBO analysis than a comps analysis

An acquirer (buy-side) may execute due diligence regarding the target's shareholder base to develop

an effective proxy strategy.

Upon filing for bankruptcy protection, the debtor (the bankrupt company) benefits from

an immediate automatic stay on claims.

a fairness opinion can be prepared either by

an independent bank or by a bank that is also an adviser on the deal. If the company chooses to hire an independent bank, it would be the responsibility of the company to do so, not the adviser.

stalking horse bidde

an initial bidder that will enter into an asset purchase agreement (APA) to purchase these debtor's assets, setting a floor, or minimum bid.

If a company is looking to raise capital without impacting net income it would seek

an investment from a VC Fund because they generally make equity investment which unlike debt wouldn't impact net income

Put differently, if it is an all-cash deal, or if the deal increases the outstanding shares by less than 20% (e.g., 7 million new shares from 40 million previous outstanding shares = 17.5% new shares), it is deemed to be

an operational decision, on which the acquirer's shareholders do not get to vote.

This APA does not include

any debt covenants which are typically found in a trust indenture or other financing documentation

During an M&A process if a seller gives exclusive negotiating rights to a bidder after the party has signed a LOI

any updated financials statements of the target would be provided exclusively to that buyer. The information would not be added to the data room for other buyers to access

For tenders Any updated terms (e.g., a higher price)

apply retroactively to all tendered shares. This is referred to as "all holders, best price."

A company interested in raising capital for expansion and subsequently selling to a strategic buyer might begin the process by (1)It would be less likely to (2)

approaching a bank to arrange for a loan. approach a private equity fund or hedge fund to achieve these objectives.

The fairness opinion does not require

approval at the firm level.

Private Funds like hedge funds and PE funds that are exclusively owned by qualified purchasers

are exempt from certain SEC Regulations

Upon signing a definitive agreement, a buyer and seller typically announce the deal and provide information about the transaction in a press release, via TV interviews, or on both companies' websites. During the period between signing the DA and closing the deal, these communications

are prospectuses and must be filed with the SEC no later than the date of first use

363 is NOT used to

arrange DIP financing

If the terms of the tender are changed at any point, for example, an increase in price or the amount of securities being sought, the new terms must be available for

at least 10 business days.

A tender offer must remain outstanding to shareholders for

at least 20 business days

Acquirer company shareholders vote on a stock deal only if the number of new shares issued by the acquirer will increase the number of outstanding shares by

at least 20%.

Once a winning bidder in a 363 sale signs the APA, it requires

bankruptcy court approval

If target executives (e.g., CEO) will be personally tendering shares and are also receiving employment contracts with the new company, the employment contracts must

be approved by the acquirer's compensation committee.

If the board approves a deal, the fairness opinion may be distributed to shareholders to support the board's recommendation to accept the deal. In this case, the preparing broker-dealer must disclose Whether its compensation for preparing the opinion is

contingent on the successful completion of the transaction. This type of arrangement is permissible; it just requires disclosure. Note that the amount of fee does not require disclosure .Any material relationships between the preparing firm and other deal participants during the past two years. Whether the data provided to prepare the opinion was verified by an independent third party.

In valuation, sell side advisors are generally not concerned with

dividend payout ratio

To facilitate due diligence the target company provides data room access for

each acquirer and advisors

if the client wants to pursue additional offers an M&A sell-side adviser will eliminate bids that contain an

exclusivity agreement

Disclosure documents in a merger (e.g. a proxy) must include a summary term sheet, which

explains the materials terms of the transaction in bullet point form. The summary term sheet must begin on page one or two of the disclosure document.

If a tender is undersubscribed, the purchaser could choose to X but it cannot Y

extend the offer. However, it cannot try to entice a large shareholder by only giving them favorable terms.

A firm's fairness opinion procedures must include the qualifications for

fairness committee personnel, not qualifications for the actual author(s) of the fairness opinion. It is a small distinction in practice, but important to know for the test

If the board approves a deal, the fairness opinion may be distributed to shareholders to support the board's recommendation to accept the deal. In this case, the preparing broker-dealer must disclose Whether the opinion considers the

fairness of compensations to officers, directors, or employees relative to the compensation paid to public shareholders

Legal counsel would be responsible for

filing any motions in court in a bankruptcy

The SEC provides a 10b-18 "safe harbor" from liability for market manipulation, provided the share repurchase meets certain guidelines. These include: The issuer cannot repurchase shares at the

first trade of the day or within the last 30 minutes of trading. For actively traded securities ($1MM ADTV and $150MM float), the issuer cannot repurchase at the first trade or within the last 10 minutes of trading

Under Chapter 11, a creditor does not need to file a proof of claim if it

grees with the amounts scheduled (listed) on the debtor's bankruptcy petition. If the creditor disagrees, or is not listed on the schedule, it must file a proof of claim in a timely fashion.

An issuer may repurchase its shares with a tender offer or through open market purchases. When purchasing its own shares through open market transactions, an issuer may face

heightened scrutiny over whether it is engaging in market manipulation.

The SEC provides a 10b-18 "safe harbor" from liability for market manipulation, provided the share repurchase meets certain guidelines. These include: The issuer can bid on its own securities only at the greater of the

highest independent bid or the last sale price.

All shareholders must receive the same terms

in a tender.

A majority shareholder or firm principal who wants to generate liquidity (e.g., for retirement, to establish a trust for his children, or to purchase a home) would consider a dividend recap, an IPO, or a company sale to a strategic buyer. An acquisition or "bolt-on" would

not achieve these goals, as it would reduce liquidity and may require additional years of future service.

If a banker uncovers inside information about a third party during due diligence it would be prudent for the banker to

notify compliance who will put the third party on the broker dealers restricted list and no employee of the firm may then trade in the stock

If a buyside's due diligence yields a lawsuit is worse than reported in the CIM the rep should

notify their supervisor and the buyer

An acquirer, such as a financial sponsor, could sweeten its offer for a target company without increasing its price by

offering other beneficial terms, such as a shorter time to close

In a cramdown, the plan can be approved if

one impaired creditor class votes to accept it. Importantly, that impaired creditor class vote excludes the votes of any company insiders in that class

The SEC provides a 10b-18 "safe harbor" from liability for market manipulation, provided the share repurchase meets certain guidelines. These include: The issuer must purchase all shares from

one market maker per day during normal market hours.

When a company uses cash to repurchase stock in the open market

outstanding shares fall and interest income decreases because the company no longer earns interest on the cash spent in the buyback.

Once a definitive agreement is signed, much of the remaining process will be

passed over to legal counsel for the final closing procedures

If the target company has signed a Letter of Intent but would like to have the option to accept an unsolicited order from another buyer, it would likely need to

pay a break-up fee to the acquirer, subject to the terms of the purchase agreement

The UCC does not

perfect liens for secured creditors

A debtor in possession has all the rights and powers of a Chapter 11 trustee but is not required to

perform the investigative functions of a Chapter 11 trustee (i.e., investigate the debtor's acts, conduct, assets, liabilities, and financial condition)

Participants in an M&A transaction typically announce the signed definitive agreement with a

press release and disclose this on an 8-K before filing a prospectus or proxy statement relating to the transaction.

a qualified tender

provides a minimum number of shares that must be tendered by shareholders. This would ensure that the purchaser does not inadvertently purchase a noncontrolling stake.

When researching a public company that has since gone private, it would be best to look at the

proxy statement and prospectus from the going private deal

A fairness opinion does not ensure that the target company

receives the highest price, nor does it ensure the board has fulfilled its fiduciary duty to shareholders

A fairness opinion confirms that the price being paid for the target company is reasonable. It does not, however,

recommend that the board accept or reject the deal. Because it is prepared for the target board, the acquirer and buy-side adviser do not get to review or preview the fairness opinion

To entice a stalking horse, the debtor will often

reimburse the stalking horse's professional fees, such as lawyers and bankers, as well as offer a break-up fee if the stalking horse does not win the auction.

Shareholders who vote against a merger can

request appraisal rights through a court to ensure the company is being sold for fair value.

An automatic stay

requires all creditors to cease all collections efforts outside of the bankruptcy court (e.g., to stop lawsuits, foreclosures, garnishments, and all collection activity against the debtor).

The UCC in a bankruptcy can

review motions filed with the court and participate in the creation of the debtor's reorganization plan.

the acquirer and buy-side adviser do not get to

review or preview the fairness opinion

Investment bankers are often retained to

run the 363 sale process, including marketing, negotiating, and conducting the sale and auction process. These efforts often include identifying an initial bidder, or a "stalking horse bidder," that will enter into an asset purchase agreement (APA) to purchase these debtor's assets, setting a floor, or minimum bid.

A dividend recap would tend to have a smaller impact on day to day operations of a company when compared to a

sale

Under the HSR Act, a merger between two companies in the same sector would receive the greatest

scrutiny

An issuer can buy back its shares using a modified Dutch auction. In doing so, the issuer will set a price range that shareholders can tender.

set a price range that shareholders can tender. For example, if the range is $60.00-$66.00, and the clearing price is $64.00, shares tendered between $60.00-$64.00 will all be purchased at the $64.00 clearing price. Shares between $64.00 and $66.00 will not be purchased.Note: All accepted shares receive the clearing price.

These are the only three permitted responses, and in each case, the board must provide the reasons for its response. The board may not suggest

shareholders purchase additional shares in the open market

If shareholders tender more shares than the acquirer wants to buy,

shares are accepted on a pro rata basis from shareholders who tendered their shares.

Sell side advisors will conduct their own due diligence, including background checks and not rely solely on

signed affidavits, with or without owners consent

An LBO involves the use of

significant borrowing to finance the purchase of a company

In an M&A deal, a seller may indemnify a buyer for

specific losses or expenses arising after a deal.

One disadvantage of a two-step merger is that the acquirer might not receive the desired number of shares—such as 90% to execute a short-form merger, or 50% to obtain a majority of the shares. To avoid this, the acquirer might

specify a minimum number of shares (e.g., 90% or 50%) that must be tendered by shareholders in order for the tender to close—this is referred to as a "qualified tender." This would ensure that the purchaser does not inadvertently purchase a noncontrolling stake.

VC Firms invest in

start ups like a startup REITS

A buy-side adviser often conducts interviews with the target's

suppliers and customers to learn more about the target company.

An IB advising a start up looking to raise capital would advise them to

take on greater equity financing and less debt in order to minimize cash outflows to service the test

Among other things a buyside advisor would perform dd on a

target companies capital structure which includes outstanding debt and equity

Generally, only ___ vote on whether to accept or reject a deal not ___

target company shareholders not acquirer company shareholders.

One disadvantage of a two-step merger is that To avoid this, the acquirer might specify a minimum number of shares (e.g., 90% or 50%) that must be tendered by shareholders in order for the tender to close—this is referred to as a "qualified tender." This would ensure that the purchaser does not inadvertently purchase a noncontrolling stake.

the acquirer might not receive the desired number of shares—such as 90% to execute a short-form merger, or 50% to obtain a majority of the shares.

A fairness opinion is not required. For example, it would be unusual to solicit a fairness opinion if

the board evaluates all offers and decides against selling the company

A banker performing due diligence on a clients audited financial statements would most likely reach out to

the clients accounting department, not the auditing firm

The buysie advisors do not set up `

the data room

Post-closing, an advisor's deal file will generally include

the definitive agreement and a comfort letter from an auditor. It would not generally include any draft prospectuses.

Bring-down due diligence is

the final due diligence session where parties to corporate actions (e.g., advisers or underwriters) confirm the results of their original due diligence and receive

A U.S. company being acquired for a fixed price of a foreign currency would want

the foreign currency to be strong and the U.S. dollar to be weak as this would result in more proceeds for the target company's shareholders

The UCC is not appointed by

the issuer, the debtor, or secured creditors.

When modeling an IPO if there were recently issued stock options a banker would want to know if

they are in the money as it could impact the total amount paid for the company

Once a tender offer is made, the proponent of the tender offer for common stock may not purchase any common stock in the open market during the tender period. That is, the shares may only be purchased

through the tender. However, the proponent of the tender may purchase nonconvertible bonds of that issuer in the secondary market.

For example, a seller may indemnify a buyer for unknown future product liabilities or for environmental expenses occurring within

two years after closing.

If the board approves a deal, the fairness opinion may be distributed to shareholders to support the board's recommendation to accept the deal. In this case, the preparing broker-dealer must disclose Any material relationships between the preparing firm and other deal participants during the past

two years.

The SEC provides a 10b-18 "safe harbor" from liability for market manipulation, provided the share repurchase meets certain guidelines. These include: The issuer cannot drive

up the stock price by buying shares at whatever price it wants.

If the board approves a deal, the fairness opinion may be distributed to shareholders to support the board's recommendation to accept the deal. In this case, the preparing broker-dealer must disclose Whether the data provided to prepare the opinion was

verified by an independent third party.

If the board approves a deal, the fairness opinion may be distributed to shareholders to support the board's recommendation to accept the deal. In this case, the preparing broker-dealer must disclose Whether a fairness committee was used and

whether insider compensation fairness was commented on.

A fairness opinion is not required to disclose

whether the firm is a market maker in the securities.

a banker would care more about how a company is perceived

with investors than the media

A proof of claim is a

written statement that describes the reason the debtor owes the creditor money