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Facilitator Guide

Private Equity M&A vs. Strategic M&A

What’s covered

  • Investment goals 
  • Sources of funding
  • Blocker companies 
  • Rollover equity 
  • Management retention 
  • Break-up and reverse break-up fees

Before the session

Prepare the Attendees

Send the attendees an invitation for the session. Include this link, which has the videos and exercise they’ll need to prepare.

https://www.hotshotlegal.com/discussions/private-equity-m-a-vs-strategic-m-a/attendee

Prepare Yourself

Watch the videos and read the exercise so you’re familiar with the Hotshot material.

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    Course

    Private Equity M&A vs Strategic M&A

    The key differences between private equity M&A and strategic M&A, including investment goals, sources of funding, deal complexity, management retention, and break-up fees.

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    Exercise

    PDF

During the session

Part 1: Knowledge Check
 
Ask attendees these questions to ensure they understand the topic:
  • Why are PE M&A deals usually riskier for the buyer than strategic deals?
  • What are some reasons PE M&A deals are typically more complex than strategic M&A deals?
  • How do PE buyers align management’s interests with their own?
  • What type of buyer is most likely to keep existing management? Why?
  • What is the difference between a break-up fee and a reverse break-up fee?
 
Part 2: Group Exercise
 
Lead a group discussion based on the exercise. To encourage collaboration, divide the attendees into groups to discuss the exercise, then have a representative from each group summarize their views to the larger group. Call on people to share their thoughts and ask others to respond.
 
Tip for remote sessions: use your web conferencing system’s breakout room feature to divide people into groups.
 
Part 3: War Stories and Firm Specifics
 
Share your own experiences and guidance, including:
 
  • Anecdotes and war stories (e.g., about a near-disaster or a tough negotiation)
  • General practice tips (dos and don’ts)
  • Firm-specific guidance and practices

After the session

To continue their learning, attendees can check out related courses in Hotshot’s Private Equity topic.