Collars are a risk management strategy often used in stock-financed acquisitions, offering a hedge against potential fluctuations in the acquiring company’s stock price between the deal announcement and closing. In essence, a collar involves the acquiring company and the target company’s shareholders agreeing to a range within which the acquiring company’s stock price can move without significantly impacting the deal consideration. This mechanism is particularly important in all-stock or part-stock transactions where the value of the deal is directly tied to the acquirer’s share price. Without a collar, a significant drop in the acquirer’s stock price could reduce the value of the deal for the target’s shareholders, potentially leading to dissatisfaction and even deal termination. Conversely, a substantial increase in the acquirer’s stock price could make the acquisition excessively expensive for the acquirer. A typical collar structure includes a “floor price” and a “ceiling price.” If the acquirer’s stock price remains within this range leading up to the closing, the exchange ratio (the number of acquirer shares received for each target share) remains fixed. However, if the acquirer’s stock price falls below the floor, the exchange ratio is adjusted upwards, providing the target shareholders with more acquirer shares to compensate for the price decline. Conversely, if the acquirer’s stock price rises above the ceiling, the exchange ratio is adjusted downwards, reducing the number of acquirer shares issued. The exact terms of the collar, including the floor and ceiling prices, are heavily negotiated. The width of the collar reflects the risk tolerance of both parties. A wider collar provides more flexibility but offers less protection against price swings. A narrower collar provides more protection but could trigger adjustments to the exchange ratio more frequently. Collars are valuable for several reasons. They provide deal certainty by mitigating the impact of market volatility. They align the interests of the acquirer and the target shareholders by ensuring a fair valuation regardless of short-term price fluctuations. They also reduce the risk of deal renegotiations or walkaways due to significant changes in the acquirer’s stock price. However, collars are not without their limitations. They involve complex calculations and negotiations. The adjustments to the exchange ratio can be complex and may trigger unintended consequences. Furthermore, collars only offer protection within the defined range; significant price movements outside the collar still pose a risk. Ultimately, the decision to use a collar in a stock-financed acquisition depends on the specific circumstances of the deal, the volatility of the acquirer’s stock, and the risk tolerance of both parties involved. It’s a crucial element of the deal structure that requires careful consideration and expert advice.