The recently released 2009 Private Target M&A Deal Points Study (the “Study”), together with the several other companion ABA Deal Points studies that are now available, continues the theme of providing deal lawyers with highly-practical market bench-marks on commonly negotiated M&A issues. Produced and published by the M&A Market Trends Subcommittee of the ABA’s Mergers and Acquisitions Committee (the “Market Trends Subcommittee”), the Study is a veritable mother lode of data points guaranteed to please even the most jaded member of the deal community.
This article will highlight “the standards” (i.e., earnouts, indemnification survival, baskets, caps, etc.) as well as some new data points. These data points are, of course, only a very small sampling of the increasingly comprehensive range of way-cool market metrics now contained in the Study. As is our custom, we will assume that the reader has a more-than-pedestrian-knowledge of the M&A practice arena.
The Study Sample
The Study analyzed 106 publicly available acquisition agreements that were filed with the SEC by public buyers of private targets in transactions which closed in 2008. Staying with prior years’ middle market focus, the transaction values again ranged between $25 million and $500 million. As in the past, the final Study sample excluded deals involving bankruptcies, reverse mergers, and other deals deemed inappropriate for inclusion in the data set.