Ancillary Documents
These forms were curated by Erik Lopez. Erik is an M&A lawyer with over 23 years of domestic and cross-border, public and private M&A experience. He has successfully closed hundreds of deals totaling tens of billions of dollars in value for a global client-base. He is a graduate of the University of Chicago and New York University School of Law.
Ancillary documents are agreements, certificates, checklists and other instruments frequently used in connection with an M&A transaction that do not fall within any of the other categories.
Form of Term Sheet – Private M&A Transaction – Asset Purchase for Cash
Provides for (1) purchase price adjustments, (2) restrictions on the seller's pre-closing sales practices, (3) obtaining landlord estoppels for transferred real property leases, (4) treatment of expected insurance proceeds, (5) treatment of transfer taxes, (6) closing conditions, (7) treatment of retail facilities that cannot be transferred at closing on account of a failure to obtain third party consents, (8) an indemnity escrow and (9) seller indemnification. Length: 3 pages | Format: Microsoft Word
$25 - PurchaseView SampleForm of Legal Due Diligence Request – M&A
Medium length form. Heavy requests associated with intellectual property and environmental risks. Length: 17 pages | Format: Microsoft Word
$50 - PurchaseView SampleForm of Legal Due Diligence Memo, Including Short Due Diligence Request – Private Transaction
Appropriate for small to medium size transaction. Contains interesting disclaimers and identifies assumptions. Length: 17 pages | Format: Microsoft Word
$50 - PurchaseView SampleForm of Exclusivity Agreement Extension – Short
Simple one-page letter agreement amending expiration date of exclusivity period. Length: 2 pages | Format: Microsoft Word
$15 - PurchaseView SampleForm of Exclusivity Agreement – Short
Short form does not include provisions with respect to due diligence access, expenses or confidentiality. Includes abbreviated governing law, specific performance and other miscellaneous provisions. Length: 2 pages | Format: Microsoft Word
$25 - PurchaseView SampleForm of Exclusivity Agreement – Private Company Acquisition
Medium-length form does not include provisions with respect to due diligence access or expenses. Length: 3 pages | Format: Microsoft Word
$25 - PurchaseView SampleForm of Definitive Bid Letter
Form of letter typically delivered by a prospective buyer to a target company or its representatives stating the buyer's interest in acquiring the target company. Includes a summary of terms of the offer, including the proposed transaction structure, form and amount of consideration (purchase price), financing sources, remaining due diligence to be conducted, required consents, the timing to closing of the deal and confidentiality. Length: 3 pages | Format: Microsoft Word
$25 - PurchaseView SampleForm of M&A Auction Process Letter – Public M&A
Letter from a target company financial advisor to prospective acquiror setting forth guidelines for submitting an acquisition proposal. Length: 3 pages | Format: Microsoft Word
$25 - PurchaseView SampleForm of Escrow Agreement for Public Buyer, Private Target Merger – Cash Escrow Property – Fully Negotiated
Involves multiple seller parties, necessitating coordination with seller representatives. Provides for (1) an environmental remediation set-aside, (2) distributions upon written agreement or pursuant to a court order and (3) USA Patriot Act disclosures. Length: 14 pages | Format: Microsoft Word
$50 - PurchaseView SampleForm of Certificate of Formation of LLC
Single member, manager managed. Length: 2 pages | Format: Microsoft Word
$25 - PurchaseView SampleForm of M&A Closing Checklist – Private Asset Purchase
Detailed M&A closing checklist of more than 50 actions that need to be taken and documents that must be delivered for a complete asset purchase transaction, from signing to post-closing. Includes all transaction agreements, resolutions and closing deliverables. No gap period between signing and closing. Length: 5 pages | Format: Microsoft Word
$100 - PurchaseView SampleForm of M&A Closing Checklist – Private Stock Purchase
Detailed M&A closing checklist of more than 60 actions that need to be taken and documents that must be delivered for a complete stock purchase transaction, from signing to post-closing. Includes all transaction agreements, resolutions, closing deliverables, CFIUS and HSR filings, escrow, gap period between signing and closing and third party consents. Length: 8 pages | Format: Microsoft Word
$100 - PurchaseView SampleForm of M&A Transition Services Agreement
A customary agreement effective at closing of an M&A transaction pursuant to which the seller agrees to provide certain ongoing services to the buyer and target company for a period of time to assist with the transition. Transition Services Agreements like this are typically used when the seller is an operating company selling a subsidiary, division or other portion (but not all) of its operations. Length: 7 pages | Format: Microsoft Word
$50 - PurchaseView SampleForm of Escrow Agreement – Private M&A Transaction – Initial Escrow Agent Draft
An example Escrow Agreement to govern the deposit, maintenance and distribution of cash and other assets to be used for post-closing indemnification. Draft prepared by bulge bracket financial institution. Reflects agent-friendly provisions. Contemplates seller stockholder representative. Length: 12 pages | Format: Microsoft Word
$50 - PurchaseView Sample