Data Room: Understanding What's Market

Private equity firms seeking to buy US public companies must have a good understanding of “what's market” in similar transactions. Offering market terms makes it easier for the board of directors of the target to accept them, as board members can take comfort in knowing that they are following “market practice” (i.e. what similarly situated boards have agreed to). This in turn lends support that they are fulfilling their fiduciary duties. That is not to say that buyers or targets should blindly follow what's market. From a buyer's perspective, not every deal or situation warrants market practice, as for example, a deal involving a distressed target or a highly competitive auction). And from a target board's perspective, all things being equal, price will be paramount. Nevertheless, an understanding of market terms is essential for successful dealmaking.  Earlier this year, Schulte Roth & Zabel published a deal study analysing the key terms and what's market in all private equity acquisitions of US public companies valued at over $100 million over the last five years. The key takeaways are below.

DataRoom - June