Merger or Acquisition?

Black Irish

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Can any of you stalwart IE brethren shed some light on this proposed M&A transaction? My employer is a privately owned restaurant company and the big bosses have been talking up all year about how they are planning to buy another concept to put under our umbrella. On a recent call, our COO gave us some details, saying the deal is about done. The deal will take effect at the beginning of the year. However, both sides have the right of refusal or re-negotiation if certain EOY profits before EBIDTA are not hit.

I’m no expert, but if this is a straight up acquisition, why would the other company care what our profit numbers are? We can either afford to buy them or we can’t. The bank loaning the money may care, but it shouldn’t matter what my company’s balance sheet is to the target of acquisition. It’s like buying a house. If you can meet the asking price the homeowner doesn't need to see your pay stubs and bank balance. That's the bank's end of things.

Unless I’m missing something, the way this deal is being described makes it sound more like a merger than an outright acquisition. Like I said, why does the restaurant concept being sold care if the buying concept hits a certain revenue target? But if it's a merger, then it makes sense that both parties are combing over each other’s books. A merger is a whole different ballgame than an acquisition and the fact that my company keeps saying it is the latter when it looks more like the former is strange. Does anyone have any insight on this?
 

NDBoiler

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It’s possible that individuals of the business being acquired are being compensated at least in part by a percentage of future profits of the new entity. In that case, they would want to be pretty sure that there is a consistent history of profitability of your company.
 

sfk324

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Can any of you stalwart IE brethren shed some light on this proposed M&A transaction? My employer is a privately owned restaurant company and the big bosses have been talking up all year about how they are planning to buy another concept to put under our umbrella. On a recent call, our COO gave us some details, saying the deal is about done. The deal will take effect at the beginning of the year. However, both sides have the right of refusal or re-negotiation if certain EOY profits before EBIDTA are not hit.

I’m no expert, but if this is a straight up acquisition, why would the other company care what our profit numbers are? We can either afford to buy them or we can’t. The bank loaning the money may care, but it shouldn’t matter what my company’s balance sheet is to the target of acquisition. It’s like buying a house. If you can meet the asking price the homeowner doesn't need to see your pay stubs and bank balance. That's the bank's end of things.

Unless I’m missing something, the way this deal is being described makes it sound more like a merger than an outright acquisition. Like I said, why does the restaurant concept being sold care if the buying concept hits a certain revenue target? But if it's a merger, then it makes sense that both parties are combing over each other’s books. A merger is a whole different ballgame than an acquisition and the fact that my company keeps saying it is the latter when it looks more like the former is strange. Does anyone have any insight on this?
Best I can guess with the information available is that the target is being acquired for equity in the acquiring company as opposed to cash, and if the equity stake isn't worth what they are bargaining for in the sale, they want to be able to unwind.

I think this blog post covers what you are describing.

 

402puck

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Do you guys own Hacienda or a Skyline franchise by chance?

That’s way closer to the level of expertise of this board
 

SWirishfan

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The other option is that the acquisition target is not getting the full price up front but being paid over time. The sellers take a smaller payment upfront (and in full) or a larger payment amortized over an agreed upon period of time. They sellers to see profit and cash flow above operational and capital needs that allows for continued payments.

I have seen it once, between two relatively small businesses. The seller agreed to something like an structured pay settlement
 

jerseyborn1971

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It’s possible that individuals of the business being acquired are being compensated at least in part by a percentage of future profits of the new entity. In that case, they would want to be pretty sure that there is a consistent history of profitability of your company.
I was so proud of myself that I thought of this too, but only because I watched Succession on HBO.
 
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