Does a lender care whether the deal is structured as an asset purchase or a share purchase?
Yes, materially. In a share purchase, the buyer's corporation acquires the target corporation along with all of its existing liabilities, known and unknown, since the corporate entity itself does not change, which affects how a lender assesses risk and what due diligence and representations it wants to see before committing to finance the deal. In an asset purchase, the buyer typically acquires only specifically identified assets and assumes only specifically agreed liabilities, which can give a lender a materially cleaner picture of exactly what its collateral consists of and what risks come attached to it.
Lenders often have a structural preference shaped by this difference, and may price financing differently, require different representations or conditions, or take a different security package depending on which structure is used, so this is not a detail to leave until after the deal structure is already locked in with the seller. A buyer planning acquisition financing should discuss the intended structure with the lender early, since the lender's comfort with the structure can materially affect what financing is actually available.
Key takeaways
- Share purchases bring the target's full existing liability profile along with it.
- Asset purchases generally give a lender a cleaner picture of specific collateral and risk.
- Lenders often have a structural preference affecting pricing and conditions.
- Discuss the intended deal structure with the lender before it is locked in with the seller.