are asset sales publicly filed documents

APAs are very similar to stock purchase agreements, except for: However, rather than provide for a merger or transfer of shares, they establish the terms and conditions by which assets and liabilities will be conveyed by a seller to a buyer. Want to buy a stock purchase agreement? Asset Purchase AgreementsĪsset purchase agreements, or APAs, are the primary transaction documents governing sales of assets. Note, though, that they are almost never used in connection with an acquisition of 100% of a public company’s stock. Otherwise, SPAs are very similar to merger agreements. contain representations and warranties from each party to the other as to its ability to consummate the transaction and, in the case of the sellers, the target company’s businesses and the shares being transferred.provide for the transfer of stock, including, when applicable, physical delivery of stock certificates to the buyer, in return for payment of the purchase price, and.However, SPAs take the place of merger agreements in stock purchase transactions where ownership of stock changes hands. Like merger agreements, stock purchase agreements, or SPAs, are the primary transaction documents governing a deal. Want to buy a merger agreement? Stock Purchase Agreements In public transactions, merger agreements also contain deal protections (no-shops, break-up fees and other devices intended to make termination of the agreement less likely) and securities law compliance provisions. in private M&A deals, provide for the parties to indemnify each other for losses resulting from breaches of the agreement.allow the parties to terminate the agreement under specified circumstances, such as the occurrence of an event that has a material adverse effect on the target company,.contain covenants ( i.e., binding promises) requiring the parties to make any necessary regulatory filings, obtain third party consents, secure permits, solicit shareholder approval and cooperate prior to and (except in public deals) after closing,.contain representations and warranties from each party to the other as to its ability to consummate the transaction and, in the case of the target, its businesses,.provide for appraisal (dissenters’) rights,.require the filing of one or more certificates of merger (or equivalent documents) with the state or states whose law governs the constituent companies,.include mechanics for the tendering of cancelled shares and the payment of the purchase price to target company shareholders,.address the cancellation of the target company’s shares and their conversion into the right to receive the purchase price from the buyer,.Among other things, these agreements typically: They are the primary transaction agreement governing mergers and are frequently employed in public M&A deals. Merger agreements provide that one company will merge with and into another company by operation of law, thereby effecting a change in control over one of the companies. Principal Transaction Agreements Merger Agreements I’ll also spend more time discussing each of the following documents in subsequent posts. There are dozens of other documents I could mention, including various Securities and Exchange Commission (SEC) filings for public deals, other federal and state regulatory filings, board resolutions, proxy statements, closing certificates, non-competition agreements, shareholder representative agreements, financial adviser engagement letters, fairness opinions, exchange agent agreements, employment agreements, compensation plans, real estate documents, lien releases, financing documentation and more, but I’ll save those for later posts. After that, I’ll also very briefly introduce you to several other common mergers and acquisitions (M&A) transaction documents, including: By and large, these slight variances in nomenclature don’t reflect any substantive distinctions.īelow, I’ll describe the purpose of each of these principal transaction agreements. Contracts for transactions involving the sale of stock and assets may simply be called purchase agreements. For example, a merger agreement may be called an agreement and plan of merger or a stock purchase agreement may be referred to as a securities purchase agreement or a purchase and sale agreement. These documents may have slightly different names at times. This will be a merger agreement for a merger, a stock purchase agreement for a stock purchase and, you guessed it, an asset purchase agreement for an asset purchase. However, in virtually all cases, there will be a principal agreement governing the transaction. The documents you need to buy or sell a business depend on the structure (discussed here) and complexity of the deal as well as its specific terms.

Are asset sales publicly filed documents