Non-Profound Weekend Thought: Take the Long View on Deal Structure
August 02, 2024
by a professional from University of Virginia in Holmes, NY 12531, USA
Nothing profound, but it's crossed my desk twice today and heading into the weekend-
I hear it anecdotally from several colleagues and I see it a great deal myself:
Prospective deal participants devote endless time to developing the "magic bullet" acquisition structure - without going to nearly the same breath or depth in gaming out of the post-closing corporate/operational/financial structure.
They are not distinct items. It's an integrated process. Saving a few tax bucks on the purchase won't hardly matter if the post-close structure isn't designed efficiently..
Now, to be clear: suppose e.g., you're the buyer - if the seller is completely exiting (cashed out, no surviving liabilities), on the seller side, there's unlikely to be that level of concern about post-close structure, though that changes some if there's seller financing, contingent payments, owner rollover, etc. or even just legacy/reputational concern.
But that doesn't for a moment mean that you, the buyer, can afford not to be thinking about the entire continuum throughout.
Ha, sorry, if this came across as pedantic, and nothing earth-shattering. It's surely related to the always-extant risk of acquirers focusing on financial terms so exclusively that there's such insufficient integration planning that frankly, the deal's a loser from day one post-close.
Good weekend, redacted