Deal Process Overview

Question 1

• What do pre deal teasers NOT include?

Answer 1

o Detailed/ confidential information

o Companies Name

Question 2

• How do you decide if you go ahead with a deal?

Answer 2

o Does it fit mandate? Is co. in an industry that you specialise in it?
o Is there something interesting in this? Growing? Strong Management

Question 3

• Who does the first run through of teasers in a PE fund?

Answer 3

o Mainly associates but also VPs

Question 4

• What are the key questions to ask yourself when looking at a teaser?

Answer 4

o	What does this company do?
o	Mandate/Industry fit? 
o	Growth profile/opportunity? 
o	Competitive Advantage? 
o	Financial Compelling?
o	Management Qualified?

Question 5

• What is the cost of getting an NDA?

Answer 5

o There isn’t really a cost so not really an issue. Usually done using in house resources

Question 6

• In an NDA, what is a standstill provision?

Answer 6

o Prevents NDA buyer from purchasing stock in target for a specified amount of time. So they cannot use voting power to force through a deal

Question 7

• In an NDA, what is the overlap with employees?

Answer 7

o Don’t want them to know so they don’t start looking for a job and lose motivation

Question 8

• What are key clause areas in an NDA?

Answer 8

o	Term/Length 
o	Confidentiality Definitions
o	Non-Solicit (For target employees)
o	One way vs Mutual 
o	Standstill : Governs how buyer can buy a stock

Question 9

• Why do we care about Term in NDA?

Answer 9

o So we are not restricted by an agreement longer than necessary. Typically 1-2 years

Question 10

• Why do we care about Confidentiality in NDA?

Answer 10

o Need to know what is confidential or not

Question 11

• Why do we care about one vs mutual agreements in NDA?

Answer 11

o One way protects only what seller disclosures

o A mutual protects both sides disclosures