Cooley M&A

FEBRUARY 8, 2018

A recap of 2017 trends and the Cooley outlook on this year’s dealmaking: Buying Innovation: Retention and Non-Competes. 280G Gross-Ups in Public Company Sales. Approval of gross-ups in connection with a transaction typically involves a prior negotiation with the buyer. What’s on tap for 2018 M&A?

M&A 52

M&A Mergers and Acquisitions Mergers Negotiation 52

Focus Investment Banking

MARCH 28, 2024

Waiting to Recapitalize We expect many PPM recapitalizations (the sale of a PPM company from one investor group to another) in 2025, assuming more clarity around interest rates arrives beforehand. Notable Trends in the Ophthalmology PPM Market We have had multiple ophthalmology transactions on the market at a given time since 2017.

Private Equity 52

Private Equity Equities Valuation Acquisitions 52

Sica Fletcher

MAY 15, 2024

Generally, most insurance agencies sell for between 5-7x EBITDA, as represented in the table below: EBITDA Multiples for Insurance Agencies Agency owners who wish to keep up with the latest developments on EBITDA multiples for insurance agencies would do best to follow M&A advisors specializing in the sale of insurance agencies.

Insurance 52

Insurance S&P M&A Valuation 52

Cleary M&A and Corporate Governance Watch

MAY 12, 2023

Legal Context The principle of freedom of contract, which allows sophisticated parties to freely negotiate the terms of their agreements and to rely on the enforceability of such agreements is a cornerstone of Delaware law. 2017-0466-JRS (Del. in the case of fraud). [3] in the case of fraud). [3] 2d 1068 (Del. 6] Manti Holdings, LLC v.

Corporation 52

Corporation Investors Negotiation M&A 52

Cooley M&A

MAY 5, 2020

In 2017, the Company began experiencing financial difficulty as it worked to update its flagship product, and in early 2018 it formed a special committee of its three independent directors to consider options for additional ways to raise capital. Noting iSubscribed’s initial offer of $3.50 per share, and the eventual merger price of $3.68

Negotiation 40

Negotiation Mergers and Acquisitions Utilities IT 40

Sica Fletcher

MARCH 12, 2024

When you start your insurance agency valuation, be sure to have answers to these questions in mind: Do you want to remain involved in the company after the sale? This has been especially relevant over the last 18 months, with macroeconomic pressures making deals more difficult to negotiate. Do you want the largest possible payout?

Valuation 52

Valuation Insurance M&A Profitability 52

Cooley M&A

OCTOBER 26, 2017

In life sciences deals, earn-outs can comprise a significant percentage of the total deal consideration in a sale. 12147-VCS, August 9, 2017). Buyers often propose milestones based on the successful outcome of clinical trials and sellers often seek greater definition of what a successful outcome of a clinical trial means. Jamie Leigh.

Mergers and Acquisitions 52

Mergers and Acquisitions Mergers Negotiation IT 52

Wizenius

MARCH 25, 2023

The company made a provision for this amount, which was later added back to EBITDA during negotiations with potential buyers of BP assets. GE: In 2017, GE made a $6.2 reported net sales of $274.5 BP: In 2010, BP had to pay $20 billion for the 2010 Deepwater Horizon oil spill. In its 2021 annual report, Apple Inc.

Insurance 52

Insurance IT Investment Shares 52

Sica Fletcher

SEPTEMBER 3, 2024

from a revenue-based sale and $9.8M from an EBITDA-based sale. Risks When Selling an Insurance Agency Book of Business Once it’s been valued, marketed, and reviewed, the final steps in selling an insurance agency book of business are the final negotiations and closing. Much rarer in BoB sales. Why Sell Just the Book?

Insurance 52

Insurance Business Valuation M&A 52

Cooley M&A

JULY 14, 2017

On June 27, 2017, the DE Supreme Court reviewed a net working capital adjustment and held that the buyer could not reopen the seller’s accounting methods by challenging the seller’s compliance with generally accepted accounting practices (GAAP) for purposes of the net working capital true-up. June 28, 2017). 12585 (Del. Barbara Borden.

Accountant 52

Accountant Capital Financial Statement Business 52

Cooley M&A

APRIL 7, 2017

The court agreed with Gilead, based primarily on a review of the parties’ drafting and negotiating history, which was corroborated by the parties’ contemporaneous statements made after the European Commission approved the deal. Throughout the trial, it was evident that the word had various meanings during the negotiations.

Mergers and Acquisitions 40

Mergers and Acquisitions Negotiation Pharmaceutical IT 40

Cooley M&A

JULY 9, 2021

In a string of seminal decisions from 2017 through 2019 ( DFC Global , Dell and Aruba ), the Delaware Supreme Court re-shaped appraisal jurisprudence, in each case by overturning the Court of Chancery for failing to give adequate weight to deal price as the most reliable indicator of fair value. took private in 2017 for $315/share.

Mergers and Acquisitions 52

Mergers and Acquisitions Sale Shares Entertainment 52

Sica Fletcher

MARCH 26, 2024

This is essentially a digital slideshow intended to be presented to prospective buyers to showcase your agency’s best features in support of a sale. Nearly all M&A transactions for insurance agencies take the form of an auction sale. Your attorney, in particular, should take the lead on final negotiations.

M&A 52

M&A Insurance Valuation Advisory 52

Growth Business

MARCH 1, 2024

After a period of approximately three to seven years the company would seek an exit, either in the form of a sale to another buyer or a public listing. The data below from Statista shows the volume of UK private equity deals between 2017 and 2022. It was immediately successful, with take-up almost trebling from day one.

Private Equity 59

Private Equity Equities Investment Business 59

Cooley M&A

JULY 10, 2017

As with any security, the offering or sale must either be registered with the SEC or issued pursuant to a registration exemption, most typically in a private placement that is premised on issuances being made to mostly sophisticated, or “accredited,” investors (in reliance on the safe-harbor provisions of Regulation D under the Securities Act).

Securities 52

Securities IT Investors M&A 52

Cooley M&A

MAY 21, 2021

Those projections—which were prepared without input from DecoPac’s management and “based on uniformed (and largely unexplained) assumptions that were inconsistent with real-time sales data”—showed that DecoPac would be in breach of its financial covenants under the debt documents on day one if the transaction were to close.

M&A 40

M&A Debt Private Equity Finance 40

Cooley M&A

FEBRUARY 15, 2017

We expect this trend to continue, with mid-market and smaller deals driving the deal count in 2017. Dealmakers appear much more optimistic in the first quarter of 2017 than at this same time last year, in part because of greater optimism about the IPO market and the potential for favorable corporate tax and other regulatory changes.

M&A 40

M&A IPO Pharmaceutical Valuation 40

Cooley M&A

FEBRUARY 21, 2017

At the same time, when the PE fund is on the sell-side, it will insist that the buyer purchase R&W insurance to protect the fund’s risk exposure to breaches of representations and warranties by its portfolio company in the sale. Read more from our 2017 M&A Trends Series. Negotiating Anti-Reliance Language.

Insurance 52

Insurance M&A Underwriting Private Equity 52

Cooley M&A

SEPTEMBER 13, 2017

Such arrangements purport to bind the seller/employee from competing with the sold business after the employee’s termination or sale of shares in the entity and typically provide for the application of the law of a state that – unlike California – is more amenable to the enforcement of post-employment non-competes, such as Delaware.

M&A 52

M&A IT Government Negotiation 52

Cooley M&A

JANUARY 18, 2017

These appointments and the administration’s initial enforcement decisions are certain to lead the headlines in 2017 and set the antitrust agenda for the next few years. As McSweeny’s term expires in September 2017, we may be looking at an agency where four of the five commissioners will have been named by Trump.

Mergers and Acquisitions 52

Mergers and Acquisitions Pharmaceutical Mergers Food 52