Complex Deal Structuring
In the current economic climate, with cash being very tight in a lot of companies (at least in most real sectors, outside of Apple and that lot) there are incentives to put together creative deals. So rather than plain vanilla cash acquisitions, the term sheets are seeing a lot of earn-outs, stepped acquisitions, preference shares, calls and soft puts and other approaches. With the goal being to reduce the initial cash out, but get some of the benefits of the business earlier in terms of better RONAs/ROEs. It's a bit dizzying for someone starting out in the field. I was wondering if there are any good books (preferable available in PDFs, for those outside of the English speaking bookshop world) or resources out there that cover these structures? Particularly the newer accounting rules that force companies to consolidate acquisitions that have 'hard puts' - there ARE ways to efficiently structure these deals, but it's not like the Wall Street Journal is going into detail on how precisely it's done.
The more complex deal structures are usually customized and tailor made on a case by case basis so you can't really find a textbook that covers all these. Also a lot depends on the jurisdiction where the deal takes place. Often structures that are standard in the U.S don't translate well elsewhere, especially in emerging markets.
The WSJ is actually a pretty good place to get familiar with a particular deal. If you have one deal in mind you can post the info here and let's take to look and see how we can make sense of the deal structure.
What types of deals have you been working on as I have seen pretty much the opposite as many companies in my sector have been building war chests of cash and have access to cheap debt making transactions fairly straight-forward.
Emerging market deals mostly, but structured offshore or in Europe - the complexity mostly stemming from risk mitigation and a desire for low initial investments with options on later control.
Can you give one example in particular?
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