For all investment sales or capital markets brokers:
When you require a form letter NDA to be executed prior to providing deal information, if the buyer/capital provider needs to mark up the documents, do you view this as an annoyance or simply par for the course for certain groups? I imagine that depending on the depth of the market, if 5% of the groups need to redline the confie, then the broker is likely to disregard these groups? Unless it's a challenging deal, crappy market, etc at which point perhaps brokers need to allow for this in order to attract more parties?
Any thoughts?
Some sellers we have represented feel strongly that if you can't accept a standard confi at the beginning of a deal, then you won't be able to negotiate a PSA with that group down the road.
Lol. Those are the Sellers who are projecting their own shitty behavior onto others.
It is always the petty asshole who is paranoid that everyone else is going to be a petty asshole.
When I worked at an institutional shop our in-house counsel had to sign off on confis, which meant they were redlining every single one. Pain in the ass. Glad I don’t need to do that anymore, but that’s one reason some groups request changes
Depends, if you are not exposed to non-sophisticated clients then yes. But i see this often enough with larger transactions.
You're a bad broker if you not accept a reasonable redline.
I send every CA/NDA to legal for review and markup and don't think twice, never have had an issue with a broker rejecting one.
Same here. The number one thing I look at markup is the term - if its anything more than 12 months, I mark it down to 12 and then say "we don't do NDAs beyond 12 months of term"
Never got pushback. The brokers job is to get as many qualified buyers looking at the deal as possible. If you're a real buyer, they will accept your changes assuming they are market/reasonable. If they don't they are clowns end of story.
Used to work for an institutional IS team. We didn’t care. Everyone has some changes, some are a pain in the ass some aren’t. We would honestly just forward it to the executive assistants and they would work with the our legal team and the buyers legal team to get the comments ironed out.
Get your attorney to create a standard rider that you insert into all CAs at the end. I’ve never had anyone push back on the rider and I’m assuming most brokers aren’t going to be telling the seller that the potential buyer signed the CA but included a rider. All the broker really cares about is checking the box that the CA is signed.
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