MERGERS & ACQUISITIONS: Types of Deals What types of companies are involved? – Public or private. Start with a press release for the deal. How is the deal structured? - Merger, tender offer, stock, cash? - Deal press release and SEC filing if available Applicable laws - What jurisdiction governs the transaction? Generally NY or DE law – Check the merger agreement. Terms & Concepts – “public company” – listed on an exchange and files with the SEC. “private company” – limited information available with no SEC filings.

Mergers and Acquisitions: Resources SEC/Edgar Database - deal documents and company information(public companies). Merger Agreement and financial contracts will be filed as exhibits to 8K, 10K, or Registration Statement form S-4 – Intelligize, Securities Mosaic, LIVEedgar, SEC website, Investor Relations section of the company’s website. Background on deal counsel and deal terms (public and private deals)– Mergermarket, Bloomberg Laws, The Deal, Capital IQ, Pitchbook. Books and Treatises – deal structures, regulatory procedure, diligence.

Mergers & Acquisiton: - Type of Deal Public acquires Public (most information available) Public acquires Private (some disclosure) Private acquires Public (some disclosure) Private acquires Private (very little information available) Financial terms – cash deal, stock deal, cash and stock (only public deals will involve stock. SEC Filings will outline details S-4(registration statement) Exhibit 2.1 (merger agreement), Proxy statement, 8K (press release), 14D(tender offer filings).

Mergers and Acquisitions – Due Diligence Resources Docket searches for pending litigation – Courtlink, PACER, Courtexpress, BLAW Case decisions – Westlaw, Lexis, BLAW, Intelliconnect Public Records/UCC filings – Accurint, TLO, Westlaw, Lexis, State Corporate filings Prior transactions or enforcement – State and Federal administrative decisions. Ex: FCC, DOJ, FTC, State Public Utility Commissions SEC filings – Filed contracts, employment agreements, loan documents. Annual report 10K has litigation and risk disclosure.

Mergers & Acqusitions: Tracking Progress News alerts – Google, Westlaw, BLAW, Lexis, Company website for press releases, Business Wire SEC Filings – new filings, Proxy Statement, Merger Agreements, Regulatory updates Monitor regulators Antitrust filings – FTC early termination list on the FTC website and the Federal Register

Mergers & Acquisition - Test Is the deal public or private? Obtain the merger agreement for a public deal. Find a deal proxy statement Locate the antitrust “early termination” notice from the FTC. Has either company been involved in litigation? Are there any judgments pending or the target?

Mergers & Acquisitions – Deal Closing SEC filings Press releases General news coverage Company website - announcement Regulatory approvals obtained Third party releases and approvals Review the merger agreement for termination date and closing details.