OVERVIEW

We represent independent buyers—including entrepreneurs, individual investors, searchers, and fundless sponsors—in purchase transactions.

STRUCTURING

We help clients determine and implement fund-level and transaction-specific structures.

Our work includes synthesizing advice from other advisors, like funds formation counsel and tax professionals, and forming investment vehicles.

Specific to search funds, we work with searchers to set up their funds and negotiate governance, information, and other rights with their investors.

DEALMAKING

We advise buyers throughout the full lifecycle of a transaction.

We help buyers draft and negotiate indications of interest, proposals, exclusivity agreements, and governance term sheets.

We draft and negotiate definitive and ancillary transaction agreements, and lead due diligence (including review of disclosure schedules). We help clients evaluate whether to pursue an equity or asset purchase, and provide guidance on financial terms like purchase price mechanics, cash and debt treatment, and earnout consideration.

We negotiate indemnity packages as well as representation and warranty insurance policies.

Our work includes equity documents, such as agreements with sponsors, co-investors, and other sources of capital.

Finally, we provide support following closing. We help clients calculate purchase price adjustments, working capital true-ups, and earnout payments. We provide support on indemnity and breach of representation and warranty claims. We track post-closing deadlines and obligations.

QUARTERBACKING

We provide centralized leadership for the entire buy-side team.

We coordinate all advisors needed to complete a transaction and maintain a network of professionals, from specialist attorneys to investment bankers, tax advisors, and valuation firms, if referrals are needed.