Transactions & Corporate Finance
F1 Capital Raising
The simplest transaction. A company needs money and issues something to get it.
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Rights Issue or Private Placement: What Changes for You
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Primary Issue or Secondary Sale: Who Receives The Money
F2 Mergers and Acquisitions
The argument for a deal. Rationale, synergy, integration and whether it worked.
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Asset Purchase or Share Purchase: What Actually Moves
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Exchange Ratio or Purchase Price: What Each One Fixes
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Synergy or Cost Saving: The One Question That Sorts Them
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Merger or Acquisition: What Survives and What Is Paid
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Reinvestment or Acquisition Spend: One Rupee, Two Routes
F3 The Transaction Process, Governance and Communications
The sequence. Term sheet to close, who does what, and what may not be said.
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Term Sheet or Definitive Agreement: What Each Fixes
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Material or Confidential Information: The Difference
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Investor or Employee Message: What Each Audience Needs
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Deal Outcome or Process Quality: Which Can Be Judged
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Due Diligence or Audit: What Actually Separates Them
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Construction Risk or Operating Risk: Which Are You Buying
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Regulatory Approval or Third-Party Consent: Which Is Which
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Exclusivity or Confidentiality: Two Different Promises
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Conditions Precedent or Subsequent: When Each Bites
F4 Transaction Documentation
The paper. Representations, disclosure schedules, indemnities, caps and walk-away rights.
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Completion Accounts
Topic 02Locked Box: Which Date Decides
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Indemnity
Topic 02Escrow: A Promise Against Funded Money
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Holdback
Topic 02Escrow: Who Is Holding the Retained Money
F5 Transaction Valuation
The deal arithmetic. Consideration, purchase price mechanics and what each side receives.
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Transaction Risk and Integration Risk: Where the Line Falls
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Conflict of Interest and Related-Party Transactions Compared
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Transaction Announcement and Market Rumour: What Differs
F6 Deal Execution
Getting it done. Conditions, approvals, material adverse change and the closing checklist.
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Deal Narrative
Topic 02Investment Case: Told or Underwritten
F7 Restructuring
The deal in reverse. Separating, selling under pressure, and court-sanctioned schemes.
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Demerger
Topic 02Spin-Off: Who Ends Up Holding What, and Why
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Turnaround
Topic 02Debt Restructuring: One Ratio, Two Routes
F8 Project Finance
Lending against a project rather than a company. Ring-fenced, contracted and covenanted.
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Project Finance
Topic 02Corporate Finance: What Differs
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Sponsor
Topic 02Lender: Who Is Paid First and Who Is Last
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Debt Capacity and Debt Outstanding: Opinion and Fact
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DSCR and Interest Coverage: What Principal Changes
F9 Capital Allocation
The recurring decision underneath every transaction. Where the next rupee goes.
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Debt Repayment or Share Repurchase: What Each Returns