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M&A Deal Points
We're negotiating a new buy-side acquisition for Ocean Corp. What were key negotiation levers in similar past deals?
Document | Consideration Type | Earn-Out | Indemnification | Reverse Termination | |
---|---|---|---|---|---|
1 | Project Jazz APA Reading... | Cash Reading... | Seller will receive $8 million if annual revenues exceed $2... Reading... | Seller agrees to indemnify the buyer against any pre-closi... Reading... | Reverse termination fee of $3 million applies if the Buyer f... Reading... |
2 | Ocean <> Alpha MIPA Reading... | Cash Reading... | An additional 10% of the final purchase price is contingent... Reading... | Indemnification provisions cover all intellectual property i... Reading... | No reverse termination provisions identified Reading... |
3 | Wonder Corp. SPA Reading... | Cash + Stock Reading... | $1.5 million is payable to the stockholders if MAUs exceed... Reading... | Agreement explicitly states that representations do not su... Reading... | If the acquisition is not completed due to failure in Buyer... Reading... |
4 | Project Beacon Merger Reading... | Stock Reading... | No earn-out identified Reading... | Transaction includes representation and warranty insuran... Reading... | Agreement includes a $1.5 million reverse termination fee... Reading... |
5 | Project Titan MA Reading... | Cash Reading... | Sellers will receive $2 million if annual revenues increase... Reading... | Seller provides indemnity against losses up to $2 million r... Reading... | A $2 million reverse termination fee is payable by Buyer if... Reading... |
6 | Blvd Corp SPA Reading... | Stock Reading... | No earn-out identified Reading... | Indemnification terms are backed by rep and warranty ins... Reading... | Reverse termination fee of $1.25 million applies if the Buy... Reading... |
7 | Ocean-Athena MA Reading... | Cash + Stock Reading... | $3 million in buyer stock is payable to Sellers if daily activ... Reading... | No indemnification terms identified Reading... | Agreement includes a $750k reverse termination fee if the... Reading... |
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