Define what is being sold
Distinguish a sale of equity from a sale of assets and a going-concern transaction from a piecemeal liquidation. Identify the seller, assets, excluded property, liabilities assumed, and ongoing obligations.
Reconcile the asset schedule with title, customer property, licenses, leased equipment, data rights, and intellectual property. A buyer’s assumptions about the assets may be inconsistent with the seller’s legal ability to transfer them.
Marketing and transaction evidence
A credible process documents valuation, outreach, competing indications, diligence, conflicts, and reasons for selecting the proposal. Insider transactions and accelerated timetables require particular attention.
Compare cash at closing, contingencies, financing, deposits, transition commitments, retained liabilities, and timing. A conditional bid with a higher price can yield less realizable value than a financeable offer that resolves the critical consents.
Contracts and regulatory permissions
Section 365 can provide tools for assumption and assignment, with cure, adequate assurance, and exceptions. Required treatment of a key lease or license can drive the sale budget and closing conditions.
Outside bankruptcy, assignment clauses, applicable law, and counterparty consent may control. An ABC purchase agreement does not import the federal contract framework simply because the business is distressed.
Net proceeds and the closing plan
Deduct lien treatment, cure costs, transaction expenses, operating losses before closing, taxes, and appropriate reserves. Allocate responsibility for notices, court orders, releases, employee transitions, records, and post-closing disputes.
Compare the result with the available liquidation route on the same assumptions. The sale should be evaluated as a complete execution plan, including what happens if it does not close.