General Terms of Purchase & Sale
When Blackstone purchases a farming Company, the exact terms and conditions are tailored to the specific requirements that cash transactions have. In general, Blackstone's offer will contain the following provisions:
1. Purchase of Shares - Blackstone's offer will be for the purchase of all of the issued and outstanding shares (and shareholder loans) of the Company, presented to you, the Vendor by way of a Share Purchase Agreement.
2. Price for Shares - Blackstone's offered price for the shares will based on an analysis of the value of the Company's net equity. Unless otherwise desired, Blackstone will assume or pay out all of the Company's indebtedness on closing. Blackstone will ensure that, upon closing, the shareholders of the Company will be released from any guarantees in support of the Company's indebtedness. Because Blackstone is assuming all of the Company’s indebtedness, the Share Purchase Agreement will contain a price adjustment clause so that if the indebtedness of the Company is higher or lower than originally anticipated, the share purchase price will be a adjusted accordingly at closing, ensuring the most fair and accurate sale proceeds for you, the Vendor.
3. Included Assets - Unless otherwise noted, Blackstone's offered price will be based on the fact that all of the Company's assets will remain with the Company following the acquisition. The Share Purchase Agreement will outline all of the individual assets of the Company which Blackstone expects to receive on closing.
4. Excluded Assets - If desired by you, the Vendor, Blackstone will outline certain assets that may be transferred from the Company to the shareholders prior to closing.
5. Repurchase of Certain Assets - In some circumstances, you may wish to repurchase certain assets of the Company following acquisition of the Company by Blackstone. In most cases, the asset repurchase will benefit the shareholders by allowing them to reacquire certain assets of their former Company with a new, stepped-up tax basis.
6. Purchaser's Subject Conditions - Blackstone will require a standard period during which it will conduct extensive due diligence on the Company's assets, liabilities, financial information and tax information. Depending on the type of farming operation in question, this required due diligence period could be as short as one week, or as long as twelve months.
7. Payment of the Purchase Price & Closing - Upon acceptance of the offer, Blackstone will provide a deposit to your lawyer, in trust. Upon satisfaction or waiver of its purchasing conditions, Blackstone will then increase the deposit significantly. Closing can occur as quickly as one week after satisfaction or waiver of the purchasing condition, but is usually 30 to 60 days after waiver. Closing time frames may also be affected via the time required by each board to approve the transfer of the Company’s quota.