Deal Structuring Archives | Private Equity Bro

Earn-Out vs. Contingent Value Right in M&A

22 September 2026

Both structures pay the seller later in mergers and acquisitions (M&A), but they answer different questions. An earn-out is a…

Deferred Closing in M&A: Structure and Risks

18 September 2026

Signing does not transfer ownership Deferred closing in M&A separates signing from ownership transfer. Sign the purchase agreement on Tuesday…

How to Structure an ECI Blocker for Non-US LPs

16 September 2026

An ECI blocker for non-U.S. LPs is usually structured by placing a corporation, or an entity treated as a corporation…

Rights Offering Backstop in Chapter 11 Restructurings

8 September 2026

A Rights Offering Backstop turns a hoped-for capital raise into a funded one. In a Chapter 11 rights offering, eligible…

Debt-for-Equity Swap in Distressed PE: Case Study

29 August 2026

When a private-equity-backed company cannot service its debt, the negotiation stops being about interest rates and starts being about ownership.…

Cold Storage Facility Underwriting Checklist

26 August 2026

Cold storage facility underwriting starts with a refrigerated warehouse that can trade at institutional industrial pricing or fall out of…

DIP Financing vs Exit Financing in Chapter 11

23 August 2026

A debtor-in-possession loan sits at the top of the capital structure, is over-collateralised, carries restrictive covenants and mandatory prepayments, and…

PIK Toggle Notes Explained: How Payment-in-Kind Interest Works

16 July 2026

A PIK toggle note is a debt instrument that gives the issuer a contractual right to pay interest in cash,…

Corporate Development Case Interviews: Key Questions and How to Answer

11 May 2026

Corporate development case study interview questions simulate a real transaction review. A candidate receives a prompt, incomplete data, and a…

Staple Financing Explained: How Seller-Arranged Debt Works in M&A

18 April 2026

Staple financing is debt arranged by the seller or its adviser and presented to bidders as part of an M&A…

Locked Box vs. Completion Accounts: Which Deal Pricing Method Works Better?

8 April 2026

A locked box and completion accounts are the two standard purchase price adjustment frameworks in M&A. Both answer the same…

Negative Consent in M&A: What It Means and How It Works

25 March 2026

Negative consent in M&A is a contractual mechanism under which a specified action is treated as approved unless a party…

What Is an Upside Sharing Agreement in M&A and Private Equity?

24 March 2026

An upside sharing agreement is a contractual arrangement under which one party grants another a defined right to participate in…

Reverse Closing in Acquisition Deals: What it is and How it Works

15 March 2026

A reverse closing is a deal structure in which the buyer and seller sign the main transaction documents, satisfy the…

280G Parachute Payments in M&A: How Golden Parachutes Affect Deal Economics

26 February 2026

Section 280G of the US Internal Revenue Code is a deal economics item, not a footnote. It can create a…

Up-C Structure in PE-Backed IPOs: How It Works and Key Trade-Offs

16 February 2026

An Up-C structure is an IPO architecture that allows a business held in a pass-through entity to list a C…

Reverse M&A Asset Sales in Real Estate: Structures, Tax Impacts, Key Risks

1 February 2026

A reverse M&A asset sale in real estate flips traditional buyer-seller roles for tax, regulatory, or financing advantages. The economic…

Growth Buyouts in Private Equity: Key Deal Structures and Investor Protections

17 January 2026

Growth buyouts blend control acquisition mechanics with growth equity protections, targeting companies with proven revenue but limited cash generation. These…

Management Buyouts (MBOs): What They Are and Why They Happen

14 January 2026

A management buyout is a change-of-control transaction where a company’s existing senior management team acquires a controlling equity stake in…

Underwriting Spread in Private Equity: Definition, Economics, and Deal Impact

29 December 2025

An underwriting spread in private equity is the difference between the price a sponsor initially commits to pay for an…

Build‑to‑Rent SPVs Explained: Structure, Financing, and Investor Risk Exposure

24 December 2025

A build-to-rent (BTR) special purpose vehicle (SPV) is a legally separate entity that owns rental housing assets, ring fencing specific…

Piggyback Registration Rights in Private Equity: How They Protect Minority Investors

23 December 2025

Piggyback registration rights allow minority shareholders to include their shares in a registration statement the issuer files for another party’s…

Replacement Reserves in Property Funds: What They Are and How They Work

21 December 2025

Replacement reserves are cash set-asides within property funds that cover predictable future capital expenditures like roofs, HVAC systems, elevators, and…

Opportunity Zone Funds in Real Estate: Structure, Tax Benefits, and Key Risks

18 December 2025

An Opportunity Zone Fund in real estate is a US tax-driven investment vehicle that pools capital with realized capital gains…

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