"🎶 The 12 Days Before Closing 🎶 "
(A Holiday M&A Carol)

🎶🎶🎶🎶 Happy Holidays to all dealmakers!🎶🎶🎶🎶

🎶 On the 12th day before closing, the deal gave to me:
12 lawyers drafting,
11 buyers bidding,
10 CPAs crunching,
9 sellers doubting,
8 analysts modeling,
7 bankers pitching,
6 due diligence docs,
5 valuation fights!
4 reps and warranties,
3 tax structuring tweaks,
2 non-compete clauses,
And a Christmas deal finally signed!

🎶 Verse 1:
On the 12th day, lawyers drafting tight,
Ensuring no clauses bring a future fight.
Drafting SPA, purchase terms clear,
Securing the close before the year!

🎶 Verse 2:
Eleven buyers sent their bids in vain,
Only one prevailed to close the gain.
Competitive offers, due diligence tight,
We weeded the noise and picked the right.

🎶 Verse 3:
Ten CPAs worked through the night,
Auditing numbers to ensure they're right.
From EBITDA adjustments to cash-flow tweaks,
The books are solid; no nasty leaks.

🎶 Verse 4:
Nine sellers hesitant to commit,
Worried their exit plan wouldn't fit.
With clear communication and future-proofed terms,
We turned those doubts into confident firms.

🎶 Verse 5:
Eight analysts modeled scenarios wide,
Stress-tested outcomes to take the stride.
DCF, multiples, and the comps just right,
Ensured the valuation wouldn’t bite.

🎶 Verse 6:
Seven bankers pitched and polished their deck,
Refining the story to avoid a wreck.
Positioning assets for maximum appeal,
Their strategy clinched a lucrative deal.

🎶 Verse 7:
Six due diligence docs to vet,
On risks and opportunities, we placed our bet.
From IP checks to inventory flow,
We left no stone unturned below.

🎶 Verse 8:
Five valuation fights!
What’s the business worth in everyone’s eyes?
We bridged the gaps with earnouts so fair,
Aligning incentives with both sides’ care.

🎶 Verse 9:
Four reps and warranties signed at last,
Protecting against risks of the past.
With indemnities set and caps agreed,
Both sides shook hands with the needed speed.

🎶 Verse 10:
Three tax structuring tweaks were key,
To optimize for M&A efficiency.
Deferred gains, step-ups in basis,
Avoided pitfalls in all the right places.

🎶 Verse 11:
Two non-compete clauses we did refine,
Balancing the future, drawing the line.
The sellers agreed to not poach the field,
Ensuring the business stays firmly sealed.

🎶 Verse 12:
On Christmas Day, the deal was closed,
After weeks of hurdles, everyone rose.
To toast the success, the partnership grand,
Together we built a deal that’ll stand!

🎶 Chorus Repeats:
12 lawyers drafting,
11 buyers bidding,
10 CPAs crunching,
9 sellers doubting,
8 analysts modeling,
7 bankers pitching,
6 due diligence docs,
5 valuation fights!
4 reps and warranties,
3 tax structuring tweaks,
2 non-compete clauses,
And a Christmas deal finally signed! 🎶

🎶🎶🎶🎶 Happy Holidays to all dealmakers!🎶🎶🎶🎶

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