M&A services we offers sellers
M&A services 458 provides to Amazon FBA sellers, sellers of other online marketplace stores and owners of Shopify or other DTC sites.
- We help sellers with their exit planning by carrying out pre-sale due diligence to ensure that their business is ‘exit ready’. These due diligence checks can be as extensive or refined as each seller requires and can fit the complexity of the target business.
- We review, negotiate and settle NDAs between sellers and prospective buyers.
- We review, negotiate and settle engagement letters and terms of appointment between sellers and their preferred broker or M&A advisor.
- We review, negotiate and help to settle LoIs (letter of intent, which are also commonly referred to as term sheets and heads of terms) issued by prospective buyers.
- We can manage or support sellers during the due diligence process by helping to draft replies to the buyer’s due diligence enquiries and making documents available for the buyer’s review via of our virtual data room.
- We review, negotiate and settle the terms of the share purchase agreement (SPA) or the asset agreement (APA) (the main transaction document) across legal and our in-house tax team. We focus on bringing clarity to the economic terms and managing sellers’ risk. Find out more about the anatomy of an Amazon FBA SPA.
- We manage the disclosure process for sellers by drafting the disclosure letter and working with sellers to compile the disclosure bundle. Disclosure is a key risk management tool and we lead sellers, sellers’ accountants and other members of their professional team to make sure disclosure meets the standards required by the buyer and law.
- We review and settle the terms of all the other documents that knit an M&A transaction together for a seller. These documents typically comprise corporate authorisations, settlement agreements, IP assignments, consultancy agreements, transitional services agreements for example.
- We actively manage the completion process for sellers from signing through to funds flow.
At 458 we recognise the importance of building and keeping up momentum on deals, and are always super focused on closing for sellers from LoI through to completion.
M&A services we offer Aggregators and other buyers
M&A services 458 provides to aggregators and other buyers of Amazon FBA and ecommerce companies and businesses
- We draft or give guidance on the legal and commercial terms of an LoI. Due to our extensive experience across the market, we have in depth expertise covering compensation trends through to all the other terms that go into a settled LoI.
- We lead and manage the legal due diligence of the target business, covering key areas such as share capital, marketplace compliance, intellectual property rights, finance arrangements, commercial contracts (including contracts with suppliers and any wholesale agreements) and data protection, amongst others.
- We draft legal due diligence reports that will help buyer’s feed into their IC reports and which, in certain circumstances, a buyer can make available to its debt provider if that is a requirement of their funding.
- We draft, negotiate and settle the share purchase agreement or asset purchase agreement depending on the structure of the transaction. We can leverage off the buyer’s typical terms of purchase, or we can help them to set the terms based on our in depth experience across the market.
- We review, negotiate and settle the disclosure letter and the disclosure bundle, making sure that the buyer and its investment team is not burdened with reviewing unorganised and off-market disclosure documents.
- We draft all relevant ancillary documents covering corporate authorisations, settlement agreements, IP assignments, consultancy agreements, transitional services agreements, amongst others.
- We support Aggregators and their investment teams with the satisfaction of condition precedents set by their debt provider before they can drawdown on their credit facility.
- We manage signing and closing for buyers and funds flow in certain circumstances.
- We support all forms of buyers with the post-completion transition and migration of the target company and brand to the buyer.
At 458 we recognise the speed and efficiency in which buyers in this ecosystem like to transact. We also recognise the need to add value beyond just the legal process and we become an integral part of the project team across investments, finance, tax, operations and brand migration.
M&A services 458 provides to lawyers in other jurisdictions
At 458, we regularly support local counsel in other jurisdictions with the English law aspects of the transactions they are advising on for Aggregators, other buyers and sellers. The support that we offer lawyers can be as little and as varied as the lead local counsel and their client desires.
