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Cash free/debt free transaction meaning

What does Cash free/debt free transaction mean?
In private M&A, a cash‑free/debt‑free transaction describes pricing and deal mechanics where the buyer acquires the target on the basis that surplus cash is removed and third‑party debt is discharged, so the buyer does not assume net debt or pay for excess cash. It is a market convention rather than a statutory or case‑law definition; the share purchase agreement (or business/asset sale agreement) must define the terms precisely. Typical features include: pricing from enterprise value to equity value (equity value = enterprise value minus net debt, plus/minus a normalised working capital adjustment); clear definitions of “cash”, “surplus cash”, “debt” and “debt‑like items” (for example accrued interest, shareholder loans, finance leases); pre‑completion steps to repay/refinance external borrowings and to extract surplus cash (often by dividend) and covenants against “leakage”. Whether a completion‑accounts or locked‑box mechanism is used determines how cash and net debt are measured and adjusted. Usage and effect are broadly consistent across England & Wales, Scotland, Northern Ireland and Ireland. Extracting surplus cash before completion can reduce UK stamp duty/SDRT and Irish stamp duty on share transfers, as those duties are charged on the consideration for the shares rather than on pre‑completion distributions. Any residual debt typically results in a price...
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NEWS
EU legal and regulatory weekly briefing—26 June 2025: consultations, enforcement and reforms across competition, financial services, energy, environment, TMT, IP and life sciences

In this issue: Commercial Competition and state aid Corporate Free movement, immigration and employment Financial services Energy Environment Insurance and reinsurance IP Life sciences Regulatory TMT International trade Daily and weekly news alerts New and updated content Trackers Commercial Commission launches consultation on Standardisation Regulation revision The European Commission has opened a call for evidence within its planned revision of the Standardisation Regulation. The initiative aims to remedy shortcomings found during the Regulation’s evaluation and to hasten the creation of systemic standards that bolster the EU’s resilience alongside its green and digital transitions. Stakeholders are invited to provide their views to inform the further development of the proposal. The consultation closes on 21 July 2025. See: LNB News 25/06/2025 29. Competition and state aid Mergers—Commission unconditionally clears Liberty Media/Dorna merger after phase II Following a phase II investigation (M.11539), the Commission granted unconditional clearance...

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PRACTICE NOTES
LIBOR to Risk‑Free Rates: A Comprehensive Guide to Fallbacks, Loans, Derivatives, Bonds, Credit Adjustment Spreads, Tough Legacy, Legislative Fixes, Accounting, Euro Benchmarks and Synthetic LIBOR [Archived]

ARCHIVED : This Practice Note has been archived and is not maintained . This Practice Note offers: context on moving away from the London Interbank Offered Rate (LIBOR) and other Interbank Offered Rates (IBORs) towards risk-free rates (RFRs) (so called as they indicate minimal credit risk—see glossary definition below) clarification of key terminology relating to the shift to RFRs a table identifying the RFR chosen for each LIBOR currency and the priorities of the relevant Working Group an outline of LIBOR contractual fallbacks details of issues particular to the loan market arising from the transition to RFRs details of issues particular to the derivatives market arising from the transition to RFRs details of issues particular to the debt capital markets arising from the transition to RFRs an update on the current position of EURO benchmarks, including EONIA, €STR and EURIBOR For a quick reference guide, an FAQs list on LIBOR transition, and the key unresolved discussion...

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PRACTICE NOTES
Comprehensive glossary of UK restructuring and insolvency terms, covering Companies Act schemes, Part 26A plans, IA 1986 processes, and cross‑border concepts including COMI, UNCITRAL and assimilated EU rules.

This glossary sets out numerous expressions regularly encountered in the restructuring & insolvency sphere. Words shown in bold within definitions are themselves explained in other entries in this glossary as well. A Article X The MLIJ contains a single provision named Article X, aimed at jurisdictions that have already implemented the MLCBI, like England, or are weighing its adoption. Article X states: ‘Not withstanding any prior interpretation to the contrary, the relief available under [insert a cross-reference to the legislation of this State enacting Article 21 of the UNCITRAL Model Law on Cross-Border Insolvency] includes recognition and enforcement of a judgment’ (see Practice Note: UNCITRAL model law on recognition and enforcement of insolvency-related judgments (MLIJ): Article X). Asset-backed security (ABS) A form of security anchored by asset pools, for example loans, leases, and credit card receivables. Assimilated law From 1 January 2024, ‘retained law’ has been retitled ‘assimilated law’. The body of domestic law originally arising from EU obligations, created by the European...

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PRACTICE NOTES
UK Banking, Finance, Capital Markets, Derivatives and Insolvency Law Glossary including Islamic finance

Banking & Finance glossary A Auditing and Accounting Organisation for Islamic Financial Institutions (AAOIFI) The foremost Islamic, international, autonomous, independent, not-for-profit corporate body that develops and issues accounting, auditing, governance, ethics and Shari’ah benchmarks and standards for Islamic Financial Institutions (IFIs) and the wider Islamic finance sector. Founded in Bahrain in 1991, it is backed by a number of institutional members across more than 45 countries, including central banks and regulatory authorities, financial institutions, accounting and auditing practices, and legal firms. Its pronouncements are currently applied by leading Islamic financial institutions across the world and have advanced a progressive and gradual harmonisation of global Islamic finance practice. It also delivers professional qualification programmes—notably Certified Islamic Professional Accountant (CIPA), Certified Shari’ah Adviser and Auditor (CSAA), and the corporate compliance programme—in efforts to strengthen the industry’s human capital and governance frameworks. For further details, see Practice Note: Key participants in the Islamic finance industry—Accounting and Auditing Organisation for Islamic Financial Institutions (AAOIFI). Acceleration Acceleration is the formal action...

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