Outside Publication

Mergers and Acquisitions Committee ABA Business Law, Issue and Review Leader, M&A Carveout Transactions Deal Point Study

2016

This Study analyzes 126 carveout sale transactions that were announced from January 1, 2015 through December 31, 2016.
A carveout transaction is a sale of a business line, division or portion of a larger company. By their nature, carveout transactions combine many aspects of public company and private company M&A and also raise their own set of unique issues.
The sample set of transactions included in this Study was created by identifying all of the carveout transactions filed on EDGAR during the specified time period and by refining the sample set to include transactions meeting the following criteria:
- The ultimate parent of the Seller is a public company formed in the United States
- The Seller was not in apparent financial distress at the time of announcement of the transaction
- The transaction value (excluding potential earnout payments and any other contingent consideration) was in excess of $10 million
- The Seller did not retain any equity interest in the business sold
In addition, the sample set excludes seven agreements that expressly contemplate that the Seller will obtain stockholder approval before consummating the transaction. These agreements are more comparable to public company deals and were excluded so that they would not skew the results of this Study.