Transaction Structure


The way in which a business acquisition or merger is organized, including the terms, conditions, and financial arrangements involved. The transaction structure can significantly impact the financial and operational aspects of the deal for both the buyer and the seller.

Characteristics
Type of Transaction: Can be asset purchase, stock purchase, or merger.
Payment Structure: May involve cash, stock, earn-outs, or seller financing.
Liabilities: Determines how existing debts and obligations are handled.
Tax Implications: Affects the tax liabilities for both parties.
Regulatory Considerations: Must comply with legal and regulatory requirements.

Examples
Asset Purchase: A buyer acquires specific assets of a company, such as equipment, inventory, and intellectual property, while leaving behind liabilities.
Stock Purchase: A buyer purchases the shares of a company, gaining control of the entire business along with its liabilities.
Merger: Two companies combine to form a new entity, often sharing resources and management.
Earn-Out: A portion of the purchase price is contingent on the future performance of the business, aligning interests between buyer and seller.