- you buy or sell companies through stock or merger arrangements
- you find that preparation of the calculation of purchase consideration and its allocation among individual stakeholders in accordance with the terms of the purchase agreement is a maddening, meticulous, manual and messy process
- right before close of the transaction, your purchase price calculation file's formats and formulae corrupt and crash excel
- your treasurer is scrambling to draft the instructions for wiring the funds for your next best deal on the night before close
- it takes your accountant to decipher the stakeholders payout model when calculating the accounting purchase price allocation longer than it took your deal team to sign the termsheet
- you would like to overpay bankers for the service Get Funds Flow performs in a clean and consistent manner for a fraction of their fees
- you are keen to continue inflating your legal bill and raising escrow claims as a result of missed errors in the purchase consideration calculation
- you prefer to keep enduring the manual torture of inconsistent excel modeling for allocation of merger consideration among individual holdings
- you intend to review the tenth version of the purchase price calculation as if it was for the first time
- you tolerate the absence of model risk management process for stakeholders payout calculation
You are in the process of selling a company and arrived at a point where most of the terms concerning purchase consideration are set in the latest draft of the definitive agreement, Get Funds Flow is ready to go to work for you. We sign the required non disclosure agreement(s). The service scope is agreed upon, and the engagement letter with Get Funds Flow is signed based on the review of the signed termsheet between the Seller and Buyer.
Get Funds Flow starts reviewing the shared deal and source documents, including but not limited to the latest draft of the purchase agreement, capitalization table, Seller equity plans, stock agreements, debt agreements, stock register, trial balances, balance sheets, and other financial information, as needed.
Get Funds Flow develops a reliable, update friendly, manageable and secure template of the stakeholders payout model in accordance with the terms of the signed termsheet and the latest draft of the definitive agreement. This template is automated to a point where shareholder and debtor input information (i.e., stockholdings certificate numbers, shares outstanding, strike price, grant date, vesting terms, etc.), as well as the financial information (i.e., closing balance sheet, etc.) are added to the model for it to automatically generate the calculation of purchase price and its allocation among shareholders, split by individual amounts to be paid out at close and at the end of escrow and/or holdback period(s), if any.
Get Funds Flow reviews the template with the crossfunctional deal team for feedback and comments. Updates are made to the template in a consistent, version controlled manner.
The final internal password protected version is shared with the Buyer for review.
Get Funds Flow runs the review and finalization of the model with the Buyer through close and makes any necessary changes to the template, as required per the markup to the definitive agreement or other revisions to the calculations.
If you are buying a company and do not want to rely on the Seller to provide you with a manual, difficult to review purchase price calculation, as described in the "Get Funds Flow is for You, If" section above, you can take control of your pre-deal close crunch and engage Get Funds Flow to develop the purchase price payout model template that can be then shared with the Seller for population. This way, you are in charge of the payout model's format, are confident about version control, and most importantly, sure of its conformity to the terms of the purchase agreement.
The template is set up by Get Funds Flow for the Seller to only input the source information like the capitalization table, closing balance sheet, etc. The Seller does not tamper with the model's calculations (i.e., formulae, ranges, defined names, etc.), as per the instructions obtained from Get Funds Flow. Any attempts by the Seller to do so are caught by rigid version control. Get Funds Flow pre-clears with the Buyer any required changes to the template, as prompted by the Seller, and shares the updated version with the Seller for further inputs.
Get Funds Flow runs the review and finalization of the model with the Seller through close and makes any necessary changes to the template, as required per the markup to the definitive agreement or other revisions to the calculations.
Once the model is close to being finalized, Get Funds Flow works with the Seller and Buyer's legal and treasury teams to populate the draft of the funds flow memo to finalize the wiring instructions in preparation for the close date.
Get Funds Flow delivers the final stakeholders payout model and funds flow to you in satisfaction of the terms of the engagement letter.
Get Funds Flow also recommends to walk through the funds flow and stakeholders payout model with the Buyer's paying agent to clarify the wiring instructions for deals with deferred consideration payment structures.
The required non disclosure agreement(s) are signed. Get Funds Flow obtains the signed termsheet, the latest draft of the purchase agreement, and any other pertinent documents for initial review and assessment of the scope, timing and billable rate for the engagement. The engagement letter is signed.
Get Funds Flow prepares the draft template for the stakeholders payout model, as defined in the purchase agreement, as well as reviews and updates it per the feedback from your cross functional deal team and any subsequent markups to the purchase agreement.
Get Funds Flow populates the template based on the capitalization table, equity plan(s), stock register, and financial information provided by your deal team. The stakeholders payout model is secured by a password, consistent equations, and version control.
As the model is finalized shortly before close, Get Funds Flow aids in population of the funds flow document.
Get your next deal of the year closed with Get Funds Flow!