Mergers and Acquisitions: A Comprehensive Overview of the M&A Process

#mergersandacquisitions #corporatelaw #business
This video touches on all aspects of M&A: deal structures, the key players, the motivations for performing a merger or acquisition, considerations from the perspective of the buyer and the seller, and more - most of which Brett has discussed in his other videos.
Here's a quick rundown in case you want to jump ahead:
0:53 - Step 1: Valuation of your company
2:51 - Step 2: Prepping for due diligence
7:14 - Step 3: Assemble your team
10:04 - Step 4: Plan the selling process
11:13 - Step 5: Finding a buyer
14:25 - Step 6: Signing a Nondisclosure Agreement (NDA)
15:02 - Step 7: Basic due diligence
15:44 - Step 8: Laying out basic terms in a Letter of Intent (LOI)
18:31 - Step 9: Intensive due diligence
21:52 - Step 10: Document the deal with a Purchase Agreement
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Have questions? Book a call, and talk to Brett today:
clarity.fm/brettcenkus
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You can reach Brett through:
clarity.fm/brettcenkus
/ brettcenkus
/ bcenkus
www.cenkuslaw.com
braatenwoods.com
merger-resources.com
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Brett A. Cenkus has 20+ years of experience in business law, finance, and entrepreneurship. Through Cenkus Law, PC, he provides advice and services for mergers & acquisitions (M&A), securities offerings, founders’ agreements, and other general business law issues.
Through Braaten Woods, LLC, Brett helps business owners in the lower middle market ($2MM - $25MM) position themselves for sale, find buyers, negotiate, and close M&A deals.
Brett also maintains merger-resources.com, a site packed with free articles, videos, checklists, deal diagrams, template contracts, and other tools to help pass M&A knowledge to others.
Brett regularly consults with entrepreneurs and invests his own capital as an angel investor.
From 2010-2013, Brett served as Chief Legal Counsel of a publicly-traded international oilfield services company. From 2001 to 2006, he and a partner founded and built Paragon Residential Mortgage. Bridge Investments acquired Paragon in 2006.
Brett holds a Juris Doctorate from Harvard Law School and a Bachelor of Arts degree in Economics from Messiah College in Grantham, Pennsylvania.
Brett lives in Austin with his wife, Cathryn, and two children. He enjoys reading, squash, classic movies, great food and wine, and the New England Patriots.

[@sonicsoftly]

You're videos are turning out to be a large factor in my decision to embark on an 8 year journey to become an M & A lawyer. Many thanks 🙌

[@BrettCenkus]

You're welcome - so glad to hear that!

[@alexh.4842]

Fantastic! Really enjoying listening to you talking about this!

[@Heysharon1020]

Much appreciate for sharing this with us. I learned lots of M&A industry terms which is helpful to get me break into my dream company. Thanks a lot!!

[@BrettCenkus]

you're welcome!

[@kasperbang7295]

Hey Brett! I go to Mccombs school of business here in Austin where I study M&A. Your videos make it super easy and straightforward to grasp the concepts. Thank you for that (Y)

[@BrettCenkus]

you're welcome, Kasper. Glad to have a fellow M&A professional in town!

[@ArunPlaysPiano]

Thank you. I'm going to listen to the whole video again and take notes! It's so useful as an aspiring comm lawyer.

[@BrettCenkus]

you're welcome. Thank you for your feedback!

[@tonialoneta1617]

Great video! thank you! Please can you do a video on Sale and Purchase Agreements. The core provisions that must be included e.g. consideration, lockbox/completion accounts, Reps/warranties etc and boiler plates. Also how it can differ for Asset sale and Share sale. Thank you.

[@Rickwescott]

Brett, I just came across your channel and WOW! so much useful information. Thank you for your amazing content and service!

[@BrettCenkus]

You're welcome, Rick. Thank you for the great feedback!

[@user-ew1dt8ke6n]

Thank you. Your knowledge and passion inspired me to go into M&A law!

[@BrettCenkus]

You're welcome!

[@BrettCenkus]

You're welcome!

[@pablov.viteri9345]

Thank you for your Amazing content. I appreciate your time .

[@BrettCenkus]

you're welcome, Pablo. Thank you for the positive feedback!

[@kimone1976]

Hi Brett, Great content and i love your manner of speaking and using colloquial expressions to get a point across. :) Anyway, i was wondering if your tips are given from a perspective where both companies (buyer/seller) are in the same country. What then happens when they aren't? Are there any considerations for the regulations that these companies have in their respective countries? Y know applications that have to be made, docs that have to be filed etc. Would appreciate ur thoughts on this. Thanks!!

[@OzyRooster]

great video! very informative! thankyou 👍

[@aleenaulhaq1918]

Very informative. Gonna have an exam about M&A today... so Thanks!

[@BrettCenkus]

Thank you, Aleena, and you're welcome!

[@muhammadasharafrao122]

Hi Brett, Realy very helpful and prctical vedeio I appreciate ur contribution and nice way of talking.

[@BrettCenkus]

Thank you, Muhammad!

[@kiraneinesselma9710]

Very nice set of M&A videos for recent graduates going into the industry and have some "recap pitch" for interviews and daily professional questions overall. Made some notes out of it ;-)

[@BrettCenkus]

Thank you, Kirane!

[@akatosh2795]

Hello Brett, It seems there’s a interconnected relationship between M&A and Private Equity, but yet I also noticed that firms have listed the two as separate areas of work within the corporate practice. With that said, I was wondering if you could make a video discussing PE work similar to the way you covered M&A in this video so that we can learn more about the area of PE practice? Thank you for this video!

[@BrettCenkus]

M&A is a primary tool that PE uses. They have M&A, which we can think of as acquisitions of entire businesses, and investments where they take minority or majority positions in businesses (but not entire ownership/control). So, they are definitely related fields. I don't know if/when I'll get around to unpacking PE with videos, though. For now, I am focused on getting back to putting more M&A content out into the world!

[@bettyboop027]

Very knowledgeable contents on KZbin regarding M&A! :)

[@BrettCenkus]

Thank you!

[@spyce1102]

You are absolutely the best!

[@BrettCenkus]

Thank you!

[@martinruvalcaba8623]

Hi Brett, If I was looking to purchase a construction company, would I take care over there licenses that they have for the states they work in or, would I have to get licensed in those states? Or what if I was able to strike a deal where I keep 80% equity of the company and the current owner keeps the remaining 20% how would those deals work out?

[@chrisbarnard8542]

Great content and delivery

[@BrettCenkus]

thank you, Chris

[@meridorkongota9055]

Hi Brett! Your videos are very interesting.

[@BrettCenkus]

Glad you like them!

[@delontecrosby2530]

Can you explain a all stock deal merger? T-mobile is merging with sprint. What would happen to sprint shares? The all-stock deal was originally valued at $26 billion. Now that those T-Mobile shares have moved, the deal is worth $40 billion.

[@josephomwenga1868]

We are grateful for this information. When you get time, could you kindly prepare a talk on "vendor-side legal due diligence" in the context of M&A?

[@BrettCenkus]

Joseph, to clarify, you are referring to sell-side due diligence, correct?

[@josephomwenga1868]

@@BrettCenkus yes. Thanks

[@BrettCenkus]

@@josephomwenga1868 okay, we will add that to the list of upcoming videos

[@masoodrana9425]

Thank you.

[@BrettCenkus]

you're welcome!

[@user-xl4kq9xv7f]

00:04 The M&A deal process involves ten concrete steps for the seller. 02:24 Preparing for the selling process is crucial 06:35 Recognize the importance of preparing your business for sale 08:36 Finding the right M&A broker and lawyer is crucial for selling a valuable company. 13:05 There are two types of processes for selling a business: auction and negotiated deal. 15:17 The due diligence process includes a stage where the prospective buyer looks at company information. 19:39 Due diligence is a time-consuming process that involves understanding and potentially transitioning commercial contracts 21:33 The tenth step after due diligence is renegotiating the purchase agreement. 25:34 The 10 major steps in the M&A process. Crafted by Merlin AI.

[@mochamadfarid5721]

👍👍👍

[@cheahhanming5715]

Thank you

[@BrettCenkus]

You're welcome!

[@YD-uq5fi]

What is the difference between what an M&A lawyer does vs. an M&A Investment banker? It seems the investment banker does nothing other than source deals and have a big rolodex.

[@francisarinze6928]

M&A investment bankers do a lot more than M&A lawyers, IB principally structure the deal, write the explanatory statements, do the financials and all the valuations. IB do the heavy lifting, lawyers do the finishing.

[@AliObeid_1]

Hey Brett, once again, phenomenal video. I'm about to shoot you a message on Linkedin if that's cool, thank you!

[@BrettCenkus]

absolutely!

[@AliObeid_1]

Perfect, connected with you and sent you a message! You're the man Brett!

[@atmospheric8164]

Dope, content

[@BrettCenkus]

Thank you!

[@amilliondollarafro9150]

No need for background music for twenty minutes.

[@BrettCenkus]

thank you. I'm leaning that direction, too. Not much I can do about the music on this video, but in recent ones we are using it again, and I'm thinking about getting rid of it. We have already lowered it considerably. Again, thank you for giving your opinion on this issue!

[@amilliondollarafro9150]

Brett Cenkus no problem man. Love the content! Definitely learning a lot. I asked another question on one of your other videos actually about Business Valuing.

[@TheUrbanEpicure]

Little tip for you: contracts are never done "orally", unless you literally eat them after signing. They are done verbally.

[@BrettCenkus]

Verbally means related to words. So, all contracts are verbal. Sometimes we use "spoken" instead of oral to distinguish, e.g., "this agreement supersedes all related agreements, whether written or spoken, between the parties." In any case, "oral" contract is a commonly used term in the legal profession.