Buyout amount was calculated as a multiple of yearly revenue forfeited. 17.5% was not a large amount to forfeit. If you were willing to give up more future collections, you would have gotten a larger buyout. But $500k is very low compared to the other deals I heard. What was the multiple at the time, 5x?
This lawsuit reveals the terms of the Colorado deal.
Read Crocker v. Greater Colo. Anesthesia, P.C., 463 P.3d 860, see flags on bad law, and search Casetext’s comprehensive legal database
casetext.com
“¶ 3 In late 2014, old GCA began entertaining a "merger" with USAP. USAP would buy out all existing GCA shares for a substantial lump sum of cash plus USAP common stock. To receive that payment, shareholders of old GCA would be required to execute various agreements, including a new employment agreement reflecting a 21.3% reduction in pay and a five-year employment commitment. To effectuate the merger, old GCA would form an interim company (GCA Merger Sub, Inc.), file amended and restated articles of incorporation, and convert the company into a C-corporation, new GCA.
¶ 4 Crocker opposed the action. He voted against it on January 27, 2015, and provided notice pursuant to
section 7-113-202, C.R.S.2017, that he would demand payment for his share of old GCA if the shareholders approved the merger, in exercise of his dissenter's rights.
¶ 5 Shareholders approved the merger on January 30, 2015. The merger took place eleven days later. Each shareholder who had voted for the merger and had executed the related agreements would receive (1) $626,000 in cash; (2) $224,000 in USAP common stock, to fully vest in five years; and (3) a signing/retention bonus reflective of his or her prior income. Old GCA sent Crocker $100 for his share, an amount that he refused. He later demanded payment in the amount of $1,030,996.“