Puerto Rico Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and Newco Merger Co

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Multi-State
Control #:
US-CC-12-2089
Format:
Word; 
Rich Text
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12-2089 12-2089 . . . Agreement and Plan of Merger for merger of corporation with newly-formed, wholly-owned subsidiary ("Surviving Company") of Disappearing Company and conversion of (a) each share of Disappearing Company common stock outstanding on September 7, 1994 ("Determination Date") owned by any stockholder who, at Determination Date, is not director or officer of Disappearing Company and is record holder of 500 shares or less of Disappearing Company common stock into right to receive $6.00 per share in cash from Surviving Company and (b) each share of Disappearing Company common stock owned by any stockholder who, at Determination Date, is director or officer of Disappearing Company or is record holder of more than 500 shares of Disappearing Company common stock into one share of Surviving Company common stock. Each share of Surviving Company common stock outstanding on effective date of merger shall be converted into right to receive $5.00 in cash from Surviving Company. The purpose of merger is to reduce number of stockholders below 300 and terminate registration of Surviving Company's common stock under Securities Exchange Act of 1934
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  • Preview Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and Newco Merger Co
  • Preview Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and Newco Merger Co
  • Preview Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and Newco Merger Co
  • Preview Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and Newco Merger Co
  • Preview Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and Newco Merger Co
  • Preview Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and Newco Merger Co
  • Preview Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and Newco Merger Co
  • Preview Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and Newco Merger Co
  • Preview Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and Newco Merger Co
  • Preview Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and Newco Merger Co
  • Preview Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and Newco Merger Co

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FAQ

There are many different ways to acquire financing for an acquisition. The acquiring company can pay the target company through methods such as cash, stock swaps, debt, mezzanine financing, equity, leveraged buyout, or seller's financing.

Acquisitions are mostly funded from a combination of debt and equity. If the company doesn't have its own funds available for an acquisition, it can avail of the required capital through third party debt (bank loan, SBA loan, private debt, etc.), owners' equity, or even a line of credit.

A "Merger Sub" is the term given in M&A documents of a new shell company formed by the Acquirer solely to complete its acquisition of a target company.

These provisions may include (1) the presence, or absence, of a financing condition to the buyer's obligation to close (and alternative provisions, such as a reverse breakup fee), (2) the buyer's representation to the seller concerning the terms of its committed debt financing, (3) the covenant of the buyer to obtain ...

Merger and acquisition funding is different from normal corporate finance such as venture capital, and the investor pool also varies. Acquisition funders can include private equity companies and traditional banks, for example. The two most common types of acquisition finance are debt finance and equity finance.

M&A financing is the process of raising money to fund mergers and acquisitions. The primary sources of M&A financing are equity financing and debt financing. Companies may also use their existing cash reserves.

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Puerto Rico Amended and Restated Agreement and Plan of Merger between CNL Financial Corp and Newco Merger Co