Extract to table
Pull the structured facts out of a document: parties, dates, amounts, obligations.
Extract to table / cover-letter-second-draft-apa.docx
cover-letter-second-draft-apa.docx
Parties
HARKNESS LLP
Shaw LLP
Meridian Consumer Brands LLC
Whitfield Ames LLP
Buckeye Industrial Properties LLC
Dates
September 15, 2022
August 22, 2022
July 19, 2022
September 2, 2022
June 30, 2022
September 28, 2022
September 26, 2022
August 5, 2022
August 12, 2022
Amounts
$95,000,000
$33,250,000
$19,000,000
$950,000
$9,500,000
$8,000,000
$72,000,000
$14,300,000
$11,800,000
$2,500,000
Obligations
The second draft now provides that only the twenty-three (23) customer contracts specifically listed on the Schedule of Assigned Contracts, together with the related supply agreements identified therein, shall constitute "Assigned Contracts" for purposes of the APA
Buyer's position, as reflected in the second draft, is that the earnout component of the Purchase Price should be structured as follows: an additional payment of $8,000,000 shall be payable to Seller if the Year 1 post-Closing revenue of the acquired consumer products product line equals or exceeds $72,000,000
This is a threshold issue that must be resolved before the APA inventory adjustment provisions can be finalized