Who ultimately pays for the target's advisory fees in an acquisition? The people exiting, or the acquiror?
If target co hires and pays sellside advisors from their BS, then the acquiror subsequently acquires their BS, does that mean the acquiror ultimately pays?
If thats the case, is it always in a target co's best interest to pay for the "best" and most expensive advisors (recognize the best is not always the most expensive, but likely positively correlated)?
Or am I understanding this wrong and the people that are getting paid out from their ownership in the target co somehow pay?
Let's ignore public companies for a second. Most private company deals are on a "cash-free, debt-free" basis, which means that the acquirer is not paying for cash anyway. The person who hires the advisor is paying for the advisor.
As an example, let's say a company makes $100 in EBITDA and the acquirer pays a 10.0x multiple on it. There's also $100 in non-operating cash on the balance sheet, and the fees are 3% of transaction value. Transaction is $1,000. Advisor gets paid $30, so there's $70 remaining on balance sheet. Acquirer pays $1,000 for business + $70 of non-operating cash acquired = $1,070, but if you're paying the extra $70 to get the extra $70, it's the same as if you paid $1,000 for a clean balance sheet with no cash on it.
The sellers pays for their advisors. Let me know if this makes sense.
That makes sense, thanks for the detailed explanation.
Is it any different for a public company sale? Also, when sellers retain the cash on BS, do they just split it by % ownership? Like if a founder owns 80% of the business, and two VCs own 10% each, would they split the cash proportionally?
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