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What is a Merger?

A merger occurs when one corporation is combined with and disappears (or merged) into another corporation. All mergers are statutory mergers, since all mergers occur as specific formal transactions in accordance with the laws, or statutes, of the states where the companies are incorporated. The post-transaction operations or control of a company has no relevance on whether a merger has occurred or not.

What is an Acquisition?

An Acquisition is the process wherein the stock or assets of a corporation are acquired by a purchaser. The transaction may take the form of a stock purchase or an asset purchase.

What's the difference between a Merger and an Acquisition?

An Acquisition is the generic term used to describe a transfer of ownership. Merger is a distinctive, technical term of a particular legal procedure occurring after an acquisition.

What is a Leveraged Buyout?

A Leveraged Buyout (LBO) is a transaction whereby a company's stock or assets are purchased largely with borrowed money, resulting in a new capital structure consisting of a high percentage of debt secured by the assets of the acquired entity.

What is an Earnout?

An Earnout is a method of compensating a seller based on the future earnings of a company. It is the contingent portion of the purchase price. A common type of earnout provides for additional payments to a seller if the earnings exceed agreed-upon levels. Another type of earnout may provide that certain debt given to the seller as part of the acquisition price be paid out early if earnings exceed agreed-upon levels.

What are the different forms of transactions?

There a three general types of transactions in the acquisition of a business; Asset Purchase, Stock Purchase and Merger.

What is an Asset Transaction?

The acquired company transfers the assets of the business to the purchaser. These could include equipment, inventory and real estate, as well as intangible assets such as contract rights, leases, copyrights, patents, trademarks, etc. The acquired company executes the specific types of documents necessary to transfer the assets, such as deeds, bills of sale, and assignments. This type of transaction generally contains tax attributes favorable to the buyer.

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