Closed Transaction - Purchase Price Reconciliation / Clearing

tomahawk92's picture
Rank: Monkey | 32

Hi everyone,

Let's assume that buyer A buys from seller B an asset C. Let's assume that A and B have agreed to the following EV bridge:

EV: 1,000
Financial Debt: 300
Unfunded Pensions 100
Excess cash: 100

This would lead us to a simplified equity valuation of 700. Now the deal is signed.

How would the purchase price get reconciled?

  • Would A simply transfer the 700 to B?
  • Would A simply transfer 300 to the current lender (e.g., funded by new debt raised for the deal)?

Thanks a lot in advance for any help!

Comments (2)

May 23, 2020

Transactions are typically done on a cash free, debt free basis, where it is up to the seller to keep all excess cash and pay off the debt, using the proceeds from the deal, at close. Any new debt existing in NewCo probably comes from the financing for the deal.

Array

May 23, 2020
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