Frequency/market practice: Purchase price adjustments are very common; they are much more common than fixed price, locked box or other mechanisms.
Frequency/market practice: Cash-free, debt-free and working capital adjustments are the most typical adjustment mechanisms. Net asset value adjustments are also seen in the market, although have recently been reducing in frequency. Locked-box mechanisms are not very common (although not unusual) but have been used to reduce or eliminate the complexity of the adjustments process (typically in private equity and auction deals).
Frequency/market practice: Rarely; collars are not common. Sometimes, a de minimis is agreed.
Frequency/market practice: This is usually prepared by the target company (i.e., buyer-controlled). This is a matter for negotiation. It is considered an advantage to prepare the first draft.
Frequency/market practice: Becoming more common; we are seeing more earn-outs as a means of bridging the gap between forecast earnings views/valuations of seller and buyer, particularly in small and mid-cap transactions. If used, earn-outs are typically for a period of between of 12 and 36 months and commonly capped at an amount that is less than 25% of the purchase price.