Insight

Stock vs. Asset Sale in an M&A Transaction

Newport Logo

Newport LLC

Standing At Window

Sales of businesses are structured as either an asset sale or a stock sale.  In an asset sale, the Seller remains the owner of the legal entity and retains long-term debt obligations (unless specifically assumed by the Buyer).  In a stock sale, the Buyer buys the entity and receives all the assets and assumes all the liabilities (subject to any negotiated exceptions).

One asset that is normally not included in either type of sale is cash, at least beyond a nominal amount needed by the business on a day-to-day basis.  It makes little sense to sell cash.

“Normalized” working capital, specifically the normal level of accounts receivable (an asset) and accounts payable (a liability), is usually included in an asset sale.

Look in following posts for more detail.

Check us out here.

Newport Logo Stacked

10 Strategies to Finance the Growth of Your Business

Fill out the form below to download the infographic.