Leveraged Buy Out.
a. How it works: Assets of the corporation being acquired are used to secure the purchase price paid for those assets. There are two options in financing.
(i) The current equity holders are paid off in cash. The financers takes an SI in all company’s assets, not just the stock, so that the acquirer’s take the equity w/ very little infusion of their own cash.
(ii) Seller Financing: the old equity holders may finance the operation by taking an SI in the company/s assets to secure the new buyer’s promise to pay the selling price. So, seller takes a security interest to secure the promise to pay and the buyer gets the company.
b. Challenged by UFTA b/c looks like transfer for less than REV. Problem w/ seller’s financing—company turns over a security interest and gets nothing in return. This is clearly less than REV, and so under UFTA 5(a), the conveyance will look fraudulent if made at a time when the debtor was insolvent.
c. Generally, LBOs aren’t attacked if the Co. is solvent, or if Co. is ok afterwards and is able to pay its debts.
3. donations to church made while insolvent. Same say fraudulent b/c less than REV received since donor gets nothing in return (except maybe church services). Others disagree.
We have located some similar legal questions and legal question categories. Check out these challenging questions that askquestions about Bankruptcy Rules and are similar to What do you know about Leveraged Buy Out?. Also, we have included a list of some of our more popular legal question categories. These categories are based on what everyone is asking and answering.