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What is Acquisition Structure? Acquisition structure is defined as the general framework or arrangement upon which the acquisition of a company will be organized. The acquisition structure basically breaks down the enterprise value of the company into the non-cash and cash consideration components.
Asset sale/purchase. The buyer purchases only assets and assumes liabilities that are specifically indicated in the purchase agreement. (Buyers often favor this structure because they can choose only the assets they wish to acquire and the liabilities they wish to assume.
The asset purchase agreement is typically prepared by the buyer's lawyer. However, it is important to have the agreement reviewed by a business lawyer to ensure that all assets are properly transferred and that the purchase price is fair.
In order to complete the asset deal transaction, an asset purchase agreement (APA) is used. This agreement outlines which specific assets will be purchased. The terms of an APA also include details such as the total consideration, payment structure, timing, representations, warranties, and other standard legal terms.
An asset purchase is when either a single asset or group of assets is purchased and both the buyer and seller remain owners of their separate businesses. The buyer purchases individual assets such as equipment, fixtures, leaseholds or licenses.
An asset purchase (or asset sale) is when a buyer purchases the assets owned by the selling entity. After signing the APA, the seller's business entity transfers ownership of its assets to the buyer's entity, while the seller retains legal ownership of the surviving entity.
Provisions of an APA may include payment of purchase price, monthly installments, liens and encumbrances on the assets, condition precedent for the closing, etc. An APA differs from a stock purchase agreement (SPA) under which company shares, title to assets, and title to liabilities are also sold.
An Asset Purchase Agreement (APA) is a contract that spells out the terms of the sale in precise detail. It is a legally binding agreement that formalizes the price, deal structure, terms, and other aspects of the transaction. All in all, it is one of the most important legal documents during the acquisition process.