Question on economics and on voting rights post-acquisition of the target

searcher profile

March 01, 2022

by a searcher from IESE Business School in Milan, Metropolitan City of Milan, Italy

Hi everyone, let me thank you in advance for your support on this.
I have a couple of questions in relation to the economics of the search and the voting rights of the Principals post-deal:

1) If the Principals manage to close a transaction before the search deadline, which results in saving some search capital budget, what traditionally happens to that amount of saved capital? Does it roll into the deal to minimize the required acquisition equity or there are other possibilities?

2) Post-deal, and considering the typical structure of double tranche of preferred equity for investors (Class A redeemable at 15% coupon + Class B participating non redeemable at 0% coupon) how much voting rights do the Principals keep? Asking this specifically to understand how much "freedom" will the Principals have in executing extra-ordinary finance transactions (without having to go back to up to 16 different investors to get the approval).

Once again many thanks in advance for you support!

Ciao,


Emanuele

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commentor profile
Reply by a professional
from Dartmouth College in Los Angeles, CA, USA
The voting rights are always subject to negotiation. Depending on your investors they may be ok with voting rights limited to changes to their share economics or class rights but are ok letting management make all other decisions. Debt decisions would fall in a grey area that some preferred investors would want a veto right over.
commentor profile
Reply by a searcher
from IESE Business School in Milan, Metropolitan City of Milan, Italy
Many thanks Brian!
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