SRS Releases M&A Post-Closing Claims Study

SAN FRANCISCO, April 30, 2013 – While indemnification claims, purchase price adjustments, earn-out achievement disputes, and other post-closing issues in private-target M&A transactions remain common, data shows that claim resolution is becoming more efficient. SRS | Shareholder Representative Services, the post-closing expert for private-company mergers and acquisitions, today announced the release of the 2013 SRS M&A Post-Closing Claims Study, which analyzes post-closing issues and payouts across 420 private-target acquisitions, comprising $66.7 billion in stated deal value with $6.7 billion held in escrow and $9 billion in potential earn-out consideration.

The new study presents aggregate data from nearly 700 claims, including new data points on specific claim types, claim and escrow payouts, and earn-out milestone achievement rates. Overall, the study shows that two thirds of all deals had issues arise after closing, and one in five deals with claims had exposure exceeding half of the escrow. Additionally, earn-out milestones for technology and other deals outside of the life sciences sector were achieved 50% of the time.

“Parties should focus on the issues that are likely to impact returns and the timing of payouts after closing,” said Paul Koenig, co-CEO and Managing Director of SRS. “Better access to information is helping buyers and sellers resolve post-closing issues more effectively or avoid them altogether.”

Additional key findings from the study include:

• 18% of deals had at least one claim made in the final week of the escrow period.
• Final escrow releases were delayed due to claims in 30% of deals.
• 73% of deals with post-closing purchase price adjustment mechanisms saw adjustments, which were more often buyer-favorable than seller-favorable. 27% of adjustments were ultimately modified from the initial amount claimed.
• 10% of earn-out milestones that were initially claimed as missed eventually resulted in a payout for shareholders.
• Tax claims became more frequent due to the average target being a more mature taxpayer. In addition, state and local governments have become more aggressive about revenue collection, especially for sales and use taxes.

“The SRS Claims Study is instructive for deal makers seeking to mitigate potential post-closing exposures as they negotiate transactions and finalize deal documents,” said Chris Letang, Managing Director and head of SRS’ post-closing claims team. “While it is difficult to avoid all disputes, our data shows that the claims resolution process has become much more efficient, allowing buyers to collect on agreed losses and shareholders to realize final merger consideration on a more timely basis.”

The full 2013 SRS M&A Post-Closing Claims Study is available on the SRS web site.

About SRS

SRS | Shareholder Representative Services is the global expert in professionally managing the post-closing process to safeguard the selling shareholders' interests in private company M&A transactions. As the shareholder representative, SRS manages all post-closing matters, including working capital and other purchase price adjustments, tax reviews, earn-outs, the handling of claims, disputes and litigation, communications with acquirers and selling shareholders, and management and distribution of escrow and expense funds.

SRS has a senior-level team of more than 40 attorneys, financial professionals, and operations and systems experts and the most sophisticated operational, tracking and reporting systems ever used by a shareholder representative. On deals comprising $65+ billion in aggregate deal value, SRS has represented more than 400 venture capital and private equity firms and over 40,000 shareholders in 44 countries. No one has as much knowledge and experience in serving as a shareholder representative and navigating the issues that arise post-closing as SRS. For more information visit www.shareholderrep.com.