Key Drawbacks Of A 2-Step Acquisition

Law360, New York (March 25, 2014, 2:04 PM EDT) -- Not all public company acquisitions are suited for structuring as a two-step transaction. For instance, acquisitions in which all or a portion of the consideration will be paid in stock generally will not be able to benefit from the timing advantage conferred by a two-step structure, because the stock consideration must be registered, and the first-step exchange offer cannot close until the registration statement is declared effective.

As discussed below, deals involving a lengthy regulatory review process also do not enjoy the timing benefits of a...
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