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LEVERAGED BUY OUT COLLECTION
(INCLUDES LONG TERM LOAN AND DEBENTURE PURCHASE
AGREEMENT, STOCK PURCHASE AGREEMENT, ASSET PURCHASE AGREEMENT, SECURITY AGREEMENT,
SENIOR SUBORDINATED NOTE INDENTURE, AND OPTIONAL ONE-HOUR ATTORNEY CONSULTATION)
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OUR GOAL—YOUR Complete Satisfaction and Understanding
Our goal is to provide each of our clients
with as much information as possible about the Leveraged Buy Out Collection.
As you will see as you review the following material, there is a lot of
information to digest and consider. Many legal aspects may be complex and
confusing. We want you to know we are available to speak with you about
any legal aspects of the Leveraged Buy Out Collection at your convenience
either over the telephone or in person at the Spiegel and Utrera, P.A., office nearest
Leveraged Buy Out Collection
Thinking about acquiring a business? Buying an existing business
(if the business is strong, it is sometimes known as a “going concern”) is less
risky than starting with nothing. When you acquire a business, you take over
an operation that's already generating revenue with an established customer
base, reputation and employees who are familiar with all angles of the business
so that you don't have to reinvent the wheel by setting up new procedures, systems
and policies—all the tools are right there! Furthermore, buying a business may
give you valuable legal rights, such as patents or copyrights, which can prove
As for financing, it's easier to obtain the funds to buy an existing business
than to start a new one, because bankers and investors generally feel more comfortable
dealing with a business that already has a proven track record. Not sure how
to finance the business acquisition? A Leveraged Buy Out (an “LBO”)
is an exciting strategy involving an acquirer’s acquisition of a business using
a significant amount of borrowed money (bonds or loans) to meet the cost of
acquisition, similar to the way a person might purchase a house using their
own funds for the down payment and funding the remainder of the purchase price
through outside lenders. Generally, the assets of the business being acquired
are used as collateral for the loans to buy the business.
The advantages of LBOs are:
Only a fraction of the total purchase price initially has to be paid by
the acquiring corporation,
Interest payments on debt are tax-deductible and
Debt may force the acquired corporation to shed unproductive operations
and engage in cost-cutting.
LBOs are smart way to allow acquirers to make large acquisitions without
having to commit a lot of capital, and at times it may be possible for the acquirer
to obtain its portion of the purchase price through mezzanine financing. With
mezzanine financing, lenders can provide funds quickly, but the debt
can be converted to equity if payment of the corporation’s debt is not timely.
The remainder of the loan capital in the LBO is borrowed through a combination
of bank credit facilities and/or debentures. A debenture is long-term debt instrument
where the debenture holder will get a fixed return (fixed on the basis of interest
rates) and the principal amount whenever the debenture matures. The debt will
appear on the acquired business' balance sheet and the acquired business’ free
cash flow will be used to repay the debt.
The Leveraged Buy Out Collection allows you flexibility in structuring the Leveraged
Buy Out transactions and includes:
A long term loan and debenture purchase agreement to provide working capital;
A security agreement to allow greater lender confidence through collateralization
of the debtor corporation’s assets;
A senior subordinated note indenture for additional financing;
An asset purchase agreement for sales of the acquired corporation’s inventory,
accounts receivable, intellectual property and other assets; and
A stock purchase agreement for the sale of shares of the acquirer.
While many clients may not yet be ready for an LBO or know the particulars
of the transaction, the Leveraged Buy Out Collection is provided to clients
with the view in mind of understanding how LBOs are structured to help your
business for a potential money-infusing transaction. Let Spiegel & Utrera,
P.A., get you on your way toward a Leveraged Buy with the Leveraged Buy Out
Collection for $1495.95.
Leveraged Buy Out Collection Attorney Consultation
At your option, as part of the Leveraged Buy Out Collection you may avail of
up to one hour of a non-refundable consultation with an attorney that is fully
knowledgeable of the Leveraged Buy Out Collection in all aspects. Such consultation
can be utilized any time for up to 60 days in increments of not less than fifteen
minutes. After 60 days, the balance of time remaining will lapse. The attorney
consultation will be $150 for one hour, $300 for two hours and $450 for three
hours (a discount from Spiegel & Utrera, P.A.’s rate of $300 hour for such consultation),
additional attorney consultation may be acquired at the rate of $150 for every
one-half hour or fraction thereof.
Material presented on AmeriLawyer.com is intended for information purposes only. It is not intended as professional advice and should not be construed as such. The U.S. Treasury Department requires us to inform you than any information obtained from this website is not intended or written by our law firm to be used, and cannot be used by any taxpayer, for the purpose of avoiding any penalties that may be imposed under the Internal Revenue Code. Advice from our firm relating to Federal tax matters may not be used in promoting, marketing or recommending any entity, investment plan or arrangement to any taxpayer.