1. Communication
Tax and
Accounting
Issues
Post-Closing
Distributions
Purchase
Price
Adjustment
Dispute
Resolution
Indemnification
Claims
SERVICES OFFERED
EQUITYHOLDERS REP, LLC | (866) 763-7848 | EQUITYHOLDERSREP.COM
We offer lean post-closing process management services to selling shareholders
in private company sales. We maximize distributions to selling shareholders by
limiting distributions to acquirers and minimizing post-closing expenses.
Our key role is acting as the communication hub for the selling shareholders to
ensure post-closing matters are being properly and timely addressed. We
leverage legal counsel and accountants selected by the selling shareholders and
management to efficiently address financial adjustments and indemnification
claims. We leave legal analysis and strategy to lawyers and accounting and tax
issues to accountants but can be actively involved, if requested by the
shareholders.
Our base fee for closing, communication and distribution oversight services is
$17,500 plus $50 per equityholder. If we start with the base service arrangement,
additional services can be added at any time on an hourly basis or for a fixed fee.
Our hourly rates range from $60 to $300 per hour depending in the professional
providing the service.
Equityholders’ Rep has a singular focus:
maximizing distributions to selling shareholders.

2. ABA M&A Private Target Deal Points Study - 2015 Highlights
Includes an Escrow/Holdback 76%
Escrow size as a % of deal value
• <3% 11%
• >3%-<5% 15%
• 5% 3%
• >5%-7% 13%
• >7%-<10% 19%
• 10% 9%
• >10%-15% 23%
• >15% 8%
Survival period of Reps & Warranties (subject to certain carve-outs)
• ≤ 6 months 6%
• >7-<12 months 1%
• 12 months 23%
• >12-<18 months 16%
• 18 months 36%
• >18-<24 months 1%
• 24 months 10%
• >24 months 5%
• Statute of limitations 2%
Caps on Indemnification (subject to certain carve-outs)
• Limited to Purchase price 3%
• Less than purchase price 88%
o <10% 50%
o 10% 9%
o >10%-15% 22%
o >15%-25% 11%
o >25% 5%
Baskets
• Type
o Deductible 65%
o First dollar 26%
o Combination 7%
o No basket 2%
• Size (% of deal value)
o >2% 1%
o >1% -2% 9%
o >0.5% - 1% 38%
o 0.5% or less 52%
• No Eligible Claim Threshold 62%
EQUITYHOLDERS REP, LLC | (866) 763-7848 | EQUITYHOLDERSREP.COM