Deferred Purchase Price in M&A: Structuring Earn-Outs, Seller Notes, and Other Creative Transaction Solutions

Ms. Baucom is a partner in the firm's Corporate practice. She focuses her practice on mergers and acquisitions and other corporate transactions. Ms. Baucom regularly represents public and private companies, private equity sponsors and financial institutions on a broad range of mergers and acquisitions, investments, joint ventures, recapitalizations and other business combination transactions. She is often involved in cross-border transactions involving parties and operations in multiple jurisdictions and serves many foreign based clients.

Mr. DeFeo, Jr. is a partner and a co-chair of Herrick's Corporate Department, where he focuses on domestic and international capital markets, corporate finance and M&A transactions, and corporate governance and compliance counseling for boards, committees and directors of public and private companies and not-for-profit entities. He also leads the Firm's fund practice. For over 40 years, Mr. DeFeo, Jr. has advised public and private corporations, partnerships, limited liability companies, real estate investment trusts (REITs), private equity firms and funds, venture and hedge funds, private investment funds and other clients in U.S. and cross-border joint ventures and strategic alliances, mergers and acquisitions, consolidations, asset and stock acquisitions and dispositions, all aspects of private equity and venture capital fund transactions and public and private offerings of debt and equity securities, including initial public offerings and shelf-registered offerings, Rule 144A high-yield debt offerings and exchange listings.

Mr. Singer practices in the areas of corporate and commercial law, including finance, financial restructuring, capital recovery, and bankruptcy. He negotiates senior and subordinated financing arrangements and has experience with structuring credit facilities, perfecting finance documentation, and closing secured and lease finance transactions. Mr. Singer regularly represents lenders, lessors, funds, committees, business debtors, guarantors, and creditors in financial workouts, restructurings, distressed-sale transactions, intercreditor disputes, lender liability claims, successor liability issues, and preferential and fraudulent transfer litigation. He has been practicing for over 20 years and regularly advises publicly and privately held companies on corporate governance, debt and equity financings, licensing issues, and risk management. Mr. Singer serves as corporate counsel on behalf of buyers and sellers and venture capitalists in complex merger, acquisition, divestiture, and joint-venture transactions.