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Completion Notes

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Completion Revision

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Completion
➪ Parties: N1/Investment vehicle, N2/B, M, PEF, S, T, Bank

1. PEF and their lawyers Key players in MBO

2. Bank and their lawyers

3. M and their lawyers

4. accountants

5. S and their solicitor Key player concerns

Parties Fundamental issues

information re T, risk on MBO, share transfer provisions, good leaver/bad leaver, drag along/tag along [see below]

2. priority for debt

3. share structure/ratchets, IRR etc, service contracts, exposure in relation to Ws

1.

see structure diagram
- how the eq investment in N1 will be structured between PEF and M
- rights associated w/different classes of N1 shares
- how N1 will be managed post compl
- M's terms of employment
- acq terms of T by N2 from S
- extent of contractual protection/info given by M to PEF
- Bank terms for any debt finance

➪ Key Documents [draw up SGS 12 structure diagram w/key docs included]
- similar to S'ers Ag

- parties will be: PEF, M, N1 Investment/Su
- seeks to establish: bscription/Equi
- what M can and cannot do w/o consent of PEF. PEF consent usually ty Agreement required for: issue of shares, changes to N1 arts or any of its subs (inc N2), change in nature of business and entry into, or termination, of material contracts
- how ratchet provisions work (if any)
- W given by M to F. These are not w/standing that PEF will have carried out extremely thorough DD on T. This is because much of info in DD exercise is based upon that provided by M to PEF (on MBO). These W provided PEF w/contractual action against M (although v.rare) and include: Ws re r'ableness of business plan prepared by M, accuracy of financial info used to construct business plan (cf. s.393 CA), accuracy of info given to lawyers and accountants preparing DD reports. Ws will be disclosed against by M in DL which accompanies IA.

➪ Acq Document

- docs from a standard share or business purchase same for acq of T on MBO
- parties: N2, T and disc letter

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