Business acquisitions
Sunder Legal specializes in business purchase and sale transactions, regularly representing both buyers and sellers.
Our business lawyers focus on transactions from $1 million – $50 million. We also have flat fee, streamlined packages for transactions with a purchase price of less than $1 million.
We work with Buyers and Sellers
Sunder Legal works with clients to ensure their long term interests are protected when they buy or sell a business and that they understand the terms of the purchase and sale transaction. Clients should know what they are signing up for when they sign the agreement, and we will help ensure there are no surprises and that we’ve looked around all corners to protect them.
We work with clients at any step of the process, assisting with the following services:
- Letter of Intent or Term Sheet – In many cases, negotiating the key terms starts with a non-binding letter of intent.
- Structuring – We will work with your tax and other advisors to help structure the transaction, including whether to structure as an equity or asset sale.
- Purchase and Sale Agreement – we will draft, review, and negotiate the purchase agreement. Our goal is to protect your long term interest and ensure there are no surprises for our client.
- Due Diligence – We can help review the contractual, corporate, and financial history of the acquisition target. We also help sellers identify what might be an issue to a buyer.
- Corporate and Shareholder Approvals – In many cases, corporate approvals are necessary to formalize the transaction.
- Work with Lenders, including SBA Lenders – We will help clients navigate through the SBA loan process, including providing required legal documentation.
We have the expertise to put our client’s business needs first and meet their objectives in every deal we enter.
Previous Transactions
Our attorneys have closed over $100 million in transactions under the Sunder Legal banner. Sunder Legal has advised on the following business acquisitions:
- Technology Consulting Firm (Confidential) – $40mm purchased by competitor
- Security Guard Business (Confidential) – $10mm sold to private equity buyer
- Mental Health Practice (Confidential) – $8mm sold to private equity buyer
- Architectural Design Services (Confidential) – $5mm sold to non-retiring partner
- SAAS Education Business (Confidential) – $3mm sold to competitor
Our attorneys advised on the following transactions prior to their time at Sunder Legal:
- Duane Reade – Acquisition by Walgreens for $1.075 billion
- Great Wolf Lodge Resorts – Sale for $703 million
- BiLo Foods – Purchase by WinDixie for $560 million
- ATC Technology Corp – Merger with Genco Distributions, enterprise value of $1 billion
Purchase and Sale Process
Identify your target business for purchase – or decide you want to sell your business
To begin the purchase process you will need to identify your target business. Typically our clients approach us once they have a target in mind – or they have decided to sell their business.
Negotiate a non-binding term sheet between seller and prospective buyer
This will lay out the terms and conditions of the potential sale. It lays out key terms such as price, assets included or excluded, liabilities included or excluded, and contingencies (e.g., financing) and other conditions to close, and post-closing indemnification.
Prepare a due diligence request list and review the target’s balance sheet, cash flow, material assets, and corporate governance
A due diligence request list involves obtaining financial, legal, and other information about the company or assets to be purchased. Information obtained in due diligence can affect the purchase and sale contract if parties try to mitigate a new risk. For example, if a buyer finds out there is an ongoing zoning investigation, the buyer might ask the seller to indemnify them for any fines that are handed out post-closing.
Negotiate purchase agreement, including deal protections to limit surprises
The purchase and sale agreement is the main transaction document that provides more detail around the key terms and fleshes out additional important provisions. It might also refer to other ancillary agreements.
Corporate Approvals
Both buyer and seller will likely need to comply with state laws to ensure their corporate entity (and its investors) approve of the transaction.
Close the transaction and grow your business
Using proper legal counsel will result in a faster and more effective transaction, allowing you to close the deal and start growing your business.
Seattle Business acquisition Lawyer
We are a Seattle-based business law firm dedicated to helping entrepreneurs. We frame legal risk in simple straightforward language and real-world consequences. Sunder Legal can help your business navigate the purchase and sale process and understand and evaluate each aspect of your future transaction. Poorly negotiated deals can result in serious legal issues and pose a big risk to your business. Obtaining trusted legal counsel will give your business the leverage and security you need in complex purchase agreements.
FAQs
What is an Asset Purchase Agreement? How is it different from a Stock Purchase Agreement?
An Asset Purchase Agreement is a purchase and sale agreement that provides for the sale of all or substantially all of the assets of a company. A stock purchase agreement provides for the purchase of a corporate entity, including its assets. Each has different advantages and disadvantages, but most private companies engage in asset purchase agreements.
What Is typically included in a business purchase agreement?
The buyer and seller must engage in a specified legal process that includes the following:
Party Identification
Descriptions of Businesses
Type of Sale
Representations and Warranties
Covenants
Conditions to Closing
Closing
Indemnities
Dispute Resolution
What items are a purchase agreement contingent upon?
This is all up to negotiation. In many cases, purchase and sale agreements are conditioned on financing.
What is a shareholder agreement?
A shareholder agreement is a negotiated agreement between shareholders of a company - it can include whatever the parties negotiate. However it typically addresses issues such as: 1) process for buying out a partner; 2) transfer restrictions; and 3) board seats.
How much will this process cost?
You should budget approximately 1% of the sale price for legal costs.
What legal work is involved in a purchase and sale?
As purchase and sale lawyers we handle:
Key transaction documents (asset purchase agreement or stock purchase agreement).
Necessary corporate filings (board resolutions, filings with the state or securities regulators).
Legal and business due diligence to ensure you will have legal title to the assets after closing.
Explain the agreement in plain English.
How much time does the purchase and sale process take?
Deals can happen quickly when both parties are driven. The initial negotiation process can take days to weeks. It depends on the parties and the complexity of the actions each party has to take between signing and closing, if any.
