Was there resistance from these stockholders? If so, what form did it take?

1. Why did the company go private?
2. Who were the parties involved in the deal?
3. How was the deal financed?
4. What was the general stockholder reaction (other than the parties proposing the deal)?
5. Was there resistance from these stockholders? If so, what form did it take? What the
6. Any regulatory interaction or opposition? If so, briefly describe. What was the result?
7. In your opinion, was it a good deal? If so, for whom?
8. Describe the characteristics of a successful “going private” transaction.

Answer the following questions or discuss the following issues: ( these are separate questions from the above ones) :

1. Preliminary Information
a. Why do companies “go private”?
b. Who are the interested parties in going private?
c. How do the parties know if it was the correct decision?

2. Prepare Proposal Letter OR Term Sheet/Letter of Intent
d. Form – SEC Form 8-K

3. Controlling Shareholder Filings (if necessary)
a. Form – SEC Schedule 13D

4. Prepare for Acquisition
c. Description – Confidentiality Agreements
d. Description – Standstill Agreements
e. Description – Engagement Letters

5. Conduct Due Diligence
a. M&A Due Diligence

6. Obtain Financing
a. Secured Term Loan
b. Unsecured Term Loan
c. Secured Revolving Credit Facility
d. Unsecured Revolving Credit Facility

11. Review Any Shareholder Appraisal Rights Demands
a. Form – Demand for Appraisal

15. Draft Ancillary Agreements
a. Description – Employment Agreements
i. Description – Non-Compete & Non-Solicitation

16. Prepare WARN Act Notice
a. Overview – WARN Act

19. 19. Prepare for Closing
e. Description – Fairness Opinions