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Buy an assignment online on Studyfy and get these perks

Around-the-clock support.

When you purchase assignment from our service, you can expect accompaniment until the order is complete. You may ask any questions, and our support team will gladly answer you. We work without days off and during holidays.

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Writing a paper is only half of the task. We also provide services of professional formatting. Our experts work with all relevant academic formats: MLA, APA, Harvard, Chicago, and Turabian. We also follow custom guidelines if you have them.

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Free features

Buy an assignment: step-by-step process, fill out the form with instructions.

Complete the registration form for an order by providing all the necessary details. You may attach screenshots or additional materials if needed. If you have any questions, contact our support.

Stay tuned to the process

You are an equal part of the writing process. You can track the time of the order and communicate with the writer actively if ideas or questions arise.

Get the assignment

You will get an email notification once your order is complete. You may request additional corrections if needed. Once satisfied with the results, release funds to the writer.

Tell Us Your Instructions

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What our customers want to share.

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Frequently asked questions

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Studyfy started as a platform for helping students. We know how challenging the tasks may be and how little time you have. Therefore, we are committed to making your life easier.

We can do various types of work. When you ask us to do my assignment, you can expect quick and professional assistance. We are ready to help you with original texts, proofreading, research, and formatting. Our team works with students of different levels, from school to university graduates. We are here to help, no matter the task.

Studyfy has gained a reputation as a reputable and trustworthy service. What makes us unique?

First, we respect the deadlines. The urgency is everything in assignment submission. We honor your requests and consistently deliver the papers on time.

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Our writers excel in their subjects. Each has hundreds of successfully completed assignments, and they are ready to help you, too. They always deliver high-quality, plagiarism-free works.

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A student’s life can become hectic and unpredictable fast. One day, you have everything under control; the other, you must extinguish numerous fires. In this case, assignment help would come in handy. You may use the materials from our writing experts for your research. Besides, if you struggle with a particular topic, our papers will help you get through. Or, if you simply want more time for yourself, feel free to order assignment online.

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Need to buy assignments online? Welcome to iResearchNet’s! We understand the challenges students face in balancing their academic, personal, and professional lives. With the ever-increasing workload and the pressure to excel, it can be overwhelming for students to manage everything. At iResearchNet, we are here to offer a solution. Our assignment purchase platform allows you to buy high-quality assignments online, providing the support you need to succeed in your academic journey.

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Why Buy Assignments Online from iResearchNet?

Expert writers:.

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Once you have chosen your writer, you can track the progress of your order and communicate with your writer using our messaging system. This ensures that you can provide feedback, ask for revisions, or clarify any issues that may arise during the writing process.

Review and Provide Feedback

Once your assignment is completed, you will have the opportunity to review it and provide feedback. If you require any revisions or modifications, you can request them at this stage. We take customer feedback seriously and strive to ensure that our assignments meet the highest standards of quality and customer satisfaction.

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Once you are satisfied with the completed assignment, you can download it from our platform. Our assignments are delivered in various formats, including Microsoft Word, PDF, or any other format that you may require. You will have full ownership and control of the completed assignment, and we ensure that all assignments are free from plagiarism and meet the highest academic standards.

At iResearchNet, we understand the importance of high-quality assignments in academic success. Our custom assignment writing services are designed to provide you with personalized, well-researched, and high-quality assignments that meet your specific requirements and expectations. With our expert writers, competitive pricing, and 24/7 customer support, we are committed to helping you achieve your academic goals and succeed in your studies.

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At iResearchNet, we are committed to helping our customers achieve academic success and realize their academic goals. Our expert writers, high-quality assignments, and exceptional customer support have helped numerous students achieve academic excellence and succeed in their studies.

Frequently Asked Questions (FAQs): How To Buy Assignments Online

How to place an order.

Placing an order with iResearchNet is easy and straightforward. Simply visit our website, select the type of assignment you need, fill out the order form with your assignment details, and choose your writer. You can communicate with your writer throughout the writing process, track the progress of your order, and download your completed assignment once it is finished.

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We offer a variety of secure and convenient payment options, including credit card, PayPal, and wire transfer. You can choose the payment method that works best for you, and we ensure that all transactions are secure and protected.

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We understand that sometimes you may require revisions or modifications to your assignment. We offer free revisions within 14 days of delivery, and we ensure that all revisions are completed to your satisfaction. Our expert writers are committed to providing high-quality assignments that meet your expectations and requirements.

Refund Policy

We offer a 100% money-back guarantee if you are not satisfied with our services. If you are not satisfied with the quality of our work, you can request a refund within 14 days of delivery. We take customer satisfaction seriously, and we strive to ensure that all our customers are satisfied with our services.

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At iResearchNet, we are committed to providing high-quality and reliable assignment writing services to our customers. Our FAQ section is designed to address any questions or concerns you may have about our services and ensure that you have a smooth and hassle-free experience when using our platform.

Buy Assignments Online From iResearchNet

At iResearchNet, we are committed to providing high-quality and reliable assignment writing services to our customers. We understand the importance of high-quality assignments in academic success, and we are dedicated to helping our customers achieve their academic goals and realize their full potential.

Our expert writers, original and plagiarism-free work, timely delivery, affordable pricing, 24/7 customer support, and commitment to confidentiality and privacy are what set us apart from other assignment writing services. We are proud of our reputation for providing high-quality assignments that meet the highest academic standards and exceed our customers’ expectations.

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Order procedure

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Provide instructions

Before you buy assignments online, tell us everything about them: type, topic, deadline, sources, etc.

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frequently asked questions

Is it safe to place an order at assignmentguru, what payment methods do you support, what’s the shortest deadline i can buy assignments online for, what citation formats do you work with, 4 reasons to buy assignment online from us.

We know that choosing to trust a service with your assignment is no easy decision. Why should you trust us and not some other website?

Let us break down the four reasons why we believe AssignmentGuru is the service you’ve been looking for:

- Prompt delivery. If you’re running short on time, you can buy assignments with a deadline as tight as three hours – and get a top-notch work despite the time constraints. - 450+ experts covering 75+ disciplines. Whether you need to buy an assignment online for a psychology, history, math, or economics class, you’ll always find an expert for it. - Control over your order. You’re in charge of deciding who is up for the job when you select the writer. You also decide when your helper gets paid. - Five-star customer support. No matter when you write us, we’ll be there for you, ready to go the extra mile.

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Custom sample services are for model and reference use only. When referencing our work, you must use a proper citation.

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How to Buy More Time on an Overdue Assignment

Last Updated: April 12, 2023 References

This article was co-authored by Alexander Ruiz, M.Ed. . Alexander Ruiz is an Educational Consultant and the Educational Director of Link Educational Institute, a tutoring business based in Claremont, California that provides customizable educational plans, subject and test prep tutoring, and college application consulting. With over a decade and a half of experience in the education industry, Alexander coaches students to increase their self-awareness and emotional intelligence while achieving skills and the goal of achieving skills and higher education. He holds a BA in Psychology from Florida International University and an MA in Education from Georgia Southern University. This article has been viewed 261,479 times.

Deadlines sneak up fast. If you’re short on time, you can always request an extension from your professor—your request may be based on real or fictionalized reasons. Alternatively, you could submit a corrupted file (a file your professor can’t open) and make the extension appear like an unintentional, happy accident.

Asking Your Teacher for an Extension

Step 1 Talk to your instructor in person.

  • If you're in college or graduate school, drop by your professor’s office hours.
  • If you're in high school or middle school, ask to speak to your teacher after class or set up a time to meet with them.
  • If you're making up an excuse, your professor might be able to see right through your lie. It might better to skip the face-to-face meeting and email them instead. [1] X Research source

Step 2 Explain the situation.

  • If you are struggling with depression and/or anxiety, don’t just say “I am overwhelmed.” Instead, explain how your mental health is affecting your ability to complete the assignment. “I’ve been struggling with depression all since midterms. I’ve learned that when I feel depressed, I have a very hard time focusing on my assignments. It has been very difficult for me to sit down a complete the paper.”
  • “Due to my financial situation, I had to start working this semester. My work schedule and class schedule are very demanding. I am struggling to manage both.”
  • "My parents are both working overtime right now. I have been watching my little siblings for them. I am having a hard time balancing school and my responsibilities at home"
  • "I am training for a big competition. My practices are going way longer than expected and by the time I get home I am too exhausted to do my work." [2] X Research source

Step 3 Ask for an extension.

  • “May I have the weekend to complete the assignment?”
  • “Can I have three days to finish my paper?” [3] X Research source

Step 4 Accept the instructor's response.

  • If they say “yes,” thank them profusely and work hard to meet your new deadline.
  • If they say “no,” thank them for their time and start working on the assignment as soon as you can.
  • If your teacher says “yes” but attaches a grade penalty, accept the grade penalty, thank them for the extension, and work diligently to meet your new deadline. [4] X Research source

Finding an Excuse

Step 1 Blame technology.

  • If you have to print out your paper, experiencing “printer problems” may grant you a few extra hours to work on the assignment.
  • If you typically store all of your work on a USB Drive, tell your teacher the thumb drive was stolen or misplaced. They may give you a few days to search for the missing drive. [5] X Research source

Step 2 Cite a lack of sources.

  • “I am taking the MCAT next month and have been studying for the test non-stop. As a result, the assignment for your class fell off my radar. May I have a few days to complete it?”
  • I am taking the SAT on Saturday and I really need to study for my Latin subject test. Can I have a few more days on my project?"
  • “I have three papers due at the same time. I am struggling to devote attention to each assignment. May I please have an extension so I can produce a paper I am proud of?” [6] X Research source

Step 4 Fake an emergency.

  • Be prepared for your professor to ask for proof or to look into your situation. [7] X Research source

Turning In a Corrupted File

Step 1 Create a new word document.

  • Professors and teachers are aware of this common trick. If you get caught, you may get a zero on the assignment and/or sent to the school's administrators. Before you consider this method, explore all of your other options and check your school's policies on the matter.

Step 2 Insert filler text.

  • You can copy and paste text from the internet, your rough draft, or even use an old paper.

Step 3 Save and name the document.

  • Name the document as your professor requested.
  • Save the file to your desktop.
  • Click Save .

Step 4 Corrupt the file with a free online service (Mac and Windows).

  • Navigate to [ ].
  • Scroll down to “Select the file to corrupt” and select one of the following options: “From Your Device”, “From Dropbox”, or “From Google Drive”. If you saved the document on your desktop, click “From Your Device”.
  • Locate the file and click [[button|Select}} or Open .
  • Click Corrupt File . Once corrupted you will receive the following message: “Your file was dutifully corrupted”.
  • Click on the download button (black, downward pointing arrow).
  • Rename the document (if desired), change the location (if desired), and click Save . [8] X Research source

Step 5 Corrupt your file manually (Windows only).

  • Right-click on the document’s icon, hover over “Open with” and select “Notepad”. A Notepad file will open. In addition to the filler text, you will see the document’s code (a jumble of letters, numbers, punctuation marks etc.).
  • Delete a portion of the code. Do not delete it all!
  • Press Ctrl + S and click Save . [9] X Research source

Step 6 Attempt to open the document.

  • Mac users will see a “Convert File” dialog box.
  • Windows users will see the message “The document name or path is not valid”. [10] X Research source

Step 7 Submit the corrupted file online and start working on your real assignment.

  • If your professor or teacher discovers you intentionally corrupted the file, you may get in serious trouble. Ask for an extension or simply submit what you have completed before you try this method. If you are doing online school just be sure to send an email explaining why and you can even make up a lie on why it wasn't turned in on time. Tell them you were stressed and had too much work to do so you forgot about it.

Community Q&A

Community Answer

  • Your professor has the right to say “no” when you ask for an extension. Be prepared for this response. Thanks Helpful 3 Not Helpful 2

how to buy assignment

  • Do not submit several corrupted files to the same professor. They will catch on. Thanks Helpful 15 Not Helpful 1

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About This Article

Alexander Ruiz, M.Ed.

If your assignment is overdue, you may be able to buy more time by asking for an extension. Talk to your teacher as soon as you can and go after class or during break when they’ll have time to listen to you. Explain specifically why you’ve fallen behind and ask if it’s possible to get an extension. For example, if you’ve been struggling with depression, you’ve had to work a job to help support your family, or you’ve had technical problems, your teacher might offer you some extra time to finish your assignment. Try not to take it personally if they say no, since the decision might be out of your teacher’s hands, and it might be unfair to other students. For more tips, including how to make a corrupted file to buy you time on your assignment, read on. Did this summary help you? Yes No

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How to Buy Assignment Online Without Getting Caught

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by  Antony W

September 5, 2021

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The ethics of buying an assignment online and handing it in as your own work are in a moral grey area. However, regardless of what you believe, educational institutions hold that it is wrong to purchase a paper online and hand it in as your own. You can be punished heavily if you are caught doing that.

However, with the failed education system in most countries and the pressure many students are in to complete assignments on time, it’s no wonder that students would rather buy an assignment online than fail their course.

If you opt to do that, you had better do it right to avoid getting caught and severely punished.

At Help for Assessment, we care about students in tough situations. That is why we’re here to show you how to pay for assignments online safely and hand them in without getting caught.

This article will answer questions like how to safely buy assignments online, how to find out the online essay writing companies you can trust, and how to make sure that the work you hand in is not detected as plagiarism.

We’re telling you this because as long-time academic writing experts, we have helped thousands of students with their schoolwork successfully.

Our mission is to help students graduate, which fuels our commitment of ensuring confidentiality, original unplagiarized work, and 24/hour friendly customer support. You can learn more about   how our system works .

How to Buy Assignments Online Without Getting Caught

1. understand the threat.

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Plagiarism is a serious offense that is taken very seriously in academic circles. We also frown on plagiarised work because it steals credit from the author.

And these days, technology has brought us advanced tools and techniques of catching plagiarized work.

Plagiarism checkers are a favorite tool for students who want to ensure their work is free of plagiarism.

Teachers and professors also like these tools because they help them to check on the originality of work that has been handed in.

2.Plagiarism Checkers

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Some of these plagiarism checkers like TurnitIn will scan the work and keep a copy of it in their database.

It also scans all existing papers in its database and checks online to see if there is any other work with similar wording, phrases, and patterns.

The software then submits a plagiarism report detailing a percentage similarity level, highlights the similar phrases, and even links to the source where the similar content occurs. This is good for the student, because they can check for plagiarism and ensure it will pass a plagiarism check. It is also good for teachers because it helps them ensure that only authentic work is submitted.

However, there is a danger that many students don’t think about, and that is the copy of the document that remains stored in the database. If you pay substandard essay writing services online for your work, this can become a huge threat.

3. Untrustworthy Academic Writers and Companies

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In 2010, a college professor who wrote papers for students for a living wrote an article about the practice and how widespread it has become.

Needless to say, the article, published in The Chronicle , gathered a lot of attention and worldwide condemnation. He went on to write a book about it called The Shadow Scholar.

While no names were named and no student was caught as a result of the highly publicized exposé, a lot of action resulted directly or indirectly with schools taking sterner measures and states passing laws.

Investigations were conducted, and thousands of students were caught and punished. One thing is common for all those students, and that is they all used cheap, shady writing services.

These untrustworthy companies with weak security fail to store payment details, online addresses, or communication records safely and they end up leaking out. For some others, they use weak protocols in their online communication.

More often, the writers in cheap writing agencies do very poor work that doesn’t match a student’s writing style, doesn’t pass plagiarism tests, or simply feels off. If the student is not keen and submits such work, they will be caught immediately.

The worst-case scenario is that of students who find individual writers online to do their assignments for them. These individuals don’t care much about you and you have no way of vouching for their integrity.

They might fail to submit your paper, fail to keep your transaction secret, or threaten you with blackmail later so that you have to keep on paying.

It is a dangerous game, and the only way to protect yourself is to use reliable, secure, and trustworthy companies like Help for Assessment .

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Once you have been in a school for a few months and done a few essays, your instructor already knows how you write, your academic strengths and weaknesses, and identifies a pattern in your writing.

It can be subtle things such as phrases you love to use, spelling mistakes you make often, how you structure your work, and many more. There is even advanced software that checks for such patterns. If you suddenly submit work done by a professor with a Masters yet you are a B or C-grade undergraduate student, the disparity in the quality of the work will simply be too great. Any professor will be able to tell that the work is not original.

5. Failed Deadlines

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As a student’s worst nightmare, unmet deadlines are one of the worst ways to fail. Sure, your faculty may not know that you had outsourced the assignment, but you will to lose credits for entire units or even an academic year.

How do you trust a writer who is thousands of miles away who is suddenly not replying to their mail or messages, and the deadline is approaching?

Even if they take your money and fail to deliver, there is nothing you can do about it. This problem is very difficult, and unsuspecting students fall into it every day.

There are many other ways through which students unintentionally get caught. Some are more technical, such as through document metadata and online trails. Luckily, as it turns out, it is easy to avoid being caught so long as you add a bit of diligence and care.

So, How Buy Assignment Online and Avoid Getting Caught?

1. use reliable, trustworthy academic writing companies.

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This is the single most important part of avoiding getting caught when buying essays online. Make sure you use writing companies that you can trust to provide quality work every time, meet your deadlines, and be discreet about the whole thing.

Quality of work done is a pressing issue, as many cheap companies will just use spinned off work, reword articles already in their database, or cite poorly. The end result is a paper you can barely use.

One way to learn about the validity and authenticity of such companies is by reputation. Reddit, Facebook, and even Whatsapp groups with other students will tell you more about such companies..

A more reliable way is to have your work done in stages. For example, if you have a 160-page thesis you want done, first have the pre-writing/project proposal done.

Evaluate the quality of work done and the professionalism of the way your work is handled. This will help you decide on whether you want to continue with working relations or not.

You should also use companies that have native writers whenever possible. Just by checking the quality of English used on the website, you can learn a lot about its writers. And always remember, cheap often turns out to be very expensive.

At Help for Assessment, we easily exceed these baseline expectations. We use established writers, have strict quality control procedures, and focus on 100% customer satisfaction.

We want to help you, and you can trust us to do that reliably. But don’t just take our word for it; try out our services today .

2. Protect your real name and name

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Your communications with the essay writing company and the writer chosen should be through email, chats, and other channels when you can use a pseudo account to hide your real identity.

When it comes to emails, use a disposable account and not your official one (obviously.)

However, once a working relationship is established and you pay for the service, you will have to use your real name and address, school, and other relevant details.

Some of this information is also present in the order details. This is the part where you have to trust the company to keep everything under lock and key so that snooping eyes can’t find out this information.

3. Read, understand, and rewrite the paper yourself

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The papers and essays we write for students are not meant to be handed in as they are. Instead, you need to learn the material, understand it, and rewrite it in a new document to make it yours.

That way, you gain the knowledge you’re meant to but will have an easy time doing the assignment.

It is during the rewriting that you will give the paper your own unique voice and character so that the instructor will not be able to tell that it has been written elsewhere. If you have trouble communicating in English, it is important you do this stage as most good academic writers are almost too good at it. You might have to “dumb” it down.

Did you know that introducing a few spelling mistakes and grammatical errors helps to personalize your essay? That’s right. While instructors expect flawless work, it is often impossible for people who use English as a second language (ESL) to do that. It’s all in the name of consistency, and just in case your instructor decides to grill you.

4 Give detailed instructions with your order

When creating your order and communicating with your writer, give instructions that are as detailed as possible. Pass over the brief as given by your professor, any vocal instructions, and resources given. That way, your particular writer will customize your essay to your unique needs.

At Help for Assessment, every order is written completely from scratch. We don’t do spinning or reworking old assignments, but make sure every single essay or paper we do is original, authentic, and thoroughly researched. That is why it is important to give us all the information you have to help us structure your essay accordingly.

5. Direct communication

Keep in touch with your writer directly even after the order is submitted. Get updates of how the work is proceeding and provide additional instructions as needed, and generally assure yourself that the project is on course.

When working with large content mills, it’s always possible that writers push your assignment to the back of the tray until the last minute. With direct communication, you are assured that your deadline will be met in time.

6. Check the security of the website

Security is a big deal, and you need to make sure that the company you choose takes it seriously.

For one, the site must have an SSL certificate - that’s the “s” in https. Second, Google Chrome marks secure sites with a closed padlock icon just to the left of the site URL.

The overall design of the site will also tell you how serious the company is at maintaining a sturdy and professional site.

7. Check every paper for plagiarism

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Your instructor might very well submit your paper to TurnitIn themselves, or ask you to include a TurnitIn plagiarism report with the paper.

That is why it is important to make sure the paper is free of plagiarism before submitting it and removing any highlighted errors. Other top-shelf plagiarism checkers include Copyleaks and

There are some good free checkers like DupliChecker, Plagiarisma, and Viper, although they may have certain restrictions on the number of words you can scan for free. Such checkers may also not be as powerful as the more advanced ones.

The Bottomline Is …

If you want to pay someone to write an essay for you, be careful and use only the most trustworthy sites. A team like ours at Help for Assessment genuinely wants you to pass, get good grades, and graduate successfully.

We have never had a student caught, and we offer you your money back if that happens to you. That’s how much we trust our confidentiality, anti-plagiarism, and security protocols. 

We know that it can be hard to trust us if it’s your first time working with us, but we have a deal for you. We’ll give you up to 25% off your first order so you can experience our first-class services yourself. Check out our services page here to find out more about what we can do for you.

About the author 

Antony W is a professional writer and coach at Help for Assessment. He spends countless hours every day researching and writing great content filled with expert advice on how to write engaging essays, research papers, and assignments.

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  • Your academic level – are you studying for your GCSEs, A-levels, master’s degree etc.
  • The subject and topic – We need to know which subject you are studying and what the specific aim of your paper is
  • Your deadline – Let us know when you need your paper by. Remember, this date is when you want to get the paper from us, not the date you need to hand it on.

You can then give us any other information you think we might need. For example, which citation system do you want us to use. Are there any particular sources you would like us to use?

You can include as much detail as you want to, but don’t worry if you don’t have specific instructions – your writer will still be able to write you a winning paper.

Choose your writer

Although we can match your assignment with a qualified writer for you, we offer you the option to choose your own writer. After viewing the profiles of our writers, you will learn their areas of expertise, academic qualifications and customer satisfaction levels.

You’ll also learn more about them as people, and this can be a great help in choosing someone you feel will “get” you.

Track your order

You can message your writer any time for a progress update, and you also have access to the status report on your paper anytime you want it.

Receive your paper

Your paper will be delivered, on time, to your email inbox. Simply click approve once you’ve double checked you’re entirely happy with it and then download it. There will be no branding on the paper – in fact, it’s ready to hand in. really is the best choice to buy assignment!

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Timely delivery is among our core guarantees. We offer:

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How to Buy a Distressed Tech Company: Key Areas of Focus

Posted: January 3, 2024 | Last updated: January 3, 2024

By Daniel Lopez, Richard Vernon Smith, Douglas S. Mintz, and Richard Harroch

This article highlights the unique opportunities and risks associated with acquiring a distressed private technology company.

1. Finding distressed tech deals and identifying decision makers

In addition to traditional sourcing outlets, buyers can access potential targets by purchasing debt and other claims from existing creditors. If done thoughtfully, a buyer can transform itself from a hopeful outside bidder into a creditor armed with special rights. Specifically, being a creditor may enable buyers to utilize information and inspection rights contained in credit agreements to enhance due diligence and implement special legal structures to complete an acquisition, as discussed further below.

Once a target has been selected, buyers should take care in identifying the “real” decision makers. This analysis is typically straightforward in the non-distressed context because the board, management team, and key stockholders can usually negotiate and approve a deal, while creditors are simply repaid.

However, in the distressed context, creditors are an additional and important stakeholder group that can dictate terms. What’s more, buyers targeting companies with tiered debt structures and syndicated loans must navigate a web of liens, covenants, remedies, and intercreditor agreements to determine which creditor (or group of creditors) are needed to approve a deal.

2. Selecting a structure for a distressed tech company acquisition

Distressed tech company acquisitions are often structured as a purchase of assets, and not as a merger or equity purchase. The two principal reasons are: (1) this structure minimizes the buyer’s assumption of unwanted liabilities of the seller and (2) the buyer obtains a stepped-up tax basis in the acquired assets. If the distressed company has significant net operating losses that the buyer may be able to use (which are subject to the IRS change of ownership rules), a reverse triangular merger may make sense.

But deals can use traditional acquisition structures or creditor-driven structures outside of or through bankruptcy court (“out-of-court” versus “in-court”). Each structure carries different levels of deal expense, execution speed, and post-closing liability risk. Here are the key points for nine alternative acquisition structures:

Equity purchase structure

  • Target equity acquired directly or by a merger.
  • Buyer indirectly bears the risk of all target liabilities.
  • Buyer should require the seller to pay before closing all known liabilities and receive payoff letters and/or releases to the extent possible.
  • Indemnity can mitigate liability but recourse may be impaired if equity holders receive little/no consideration.
  • Buyer should consider obtaining representations and warranty insurance (RWI).

Asset purchase structure

  • Seller assets acquired (all or in part).
  • Seller retains all pre-closing liabilities, except for specific liabilities assumed by Buyer or operation of law.
  • Same indemnity and RWI considerations as Equity Purchase Structure above.

“Acqui-hire” – license and waiver

  • Buyer hires certain seller employees/service providers, receives a robust release of claims, and receives a non-exclusive license to use the seller’s intellectual property (optional).
  • No equity, assets, or liabilities are transferred.
  • Same indemnity consideration as Equity Purchase Structure above.
  • RWI likely not available.
  • Increasingly popular structure for VC-backed companies (which often have talented teams, but minimal revenue or monetizable intellectual property).

“ABC” – Assignment for Benefits of Creditors

  • Seller assigns to an assignee.
  • Assignee liquidates the assets and distributes proceeds to creditors.
  • Assets generally transferred free and clear of liens and liabilities, except for (1) claims by creditors senior to foreclosing party and (2) risk that bankruptcy court may later unwind sale.

Foreclosure (private sale)

  • Creditor forecloses on, and then sells, defaulting seller’s secured assets.
  • Buyer must be a third party—foreclosing creditor cannot buy assets (subject to limited exceptions).
  • Assets generally transferred free and clear of liens and liabilities, except for (1) claims by creditors senior to foreclosing and (2) risk that bankruptcy court may later unwind sale.

Foreclosure (public sale)

Same as private foreclosure sale except:

  • Sale must be advertised and accessible to general public (which adds time to sale process).
  • Foreclosing creditor may bid for/acquire the assets (and therefore competes with any buyer).
  • Lower risk of bankruptcy court scrutinizing/unwinding sale due to fairer process.

Section 363 sale under the bankruptcy code

  • Seller finds a “stalking horse” bidder to acquire its assets. (The “stalking horse” bidder sets the initial bid on the assets of a bankrupt company.)
  • Seller and stalking horse sign asset purchase agreement (APA), which includes auction procedures, topping rights, and break-up fee/expense reimbursement.
  • Seller files a motion in bankruptcy court. Can be before or after stalking horse identified.
  • Creditors notified and formal auction conducted (~20-30 days). Bidders propose purchase price and edits to stalking horse APA.
  • Seller seeks court approval after final bidder selected.
  • Creditor approval required with respect to its secure collateral.
  • Assets transferred free and clear of liens and liabilities.

Pre-packaged and pre-negotiated bankruptcy plans

  • Creditors and company negotiate a plan of reorganization before filing in bankruptcy court, which allows company to be sold as a going concern.
  • Pre-packaged plan: formal creditor vote obtained before filing.
  • Pre-negotiated plan: creditor vote not obtained before filing, but agreements with key creditors and lock-up/support agreements evidence approval.
  • Securities issued pursuant to court approved plan exempt from registration under the Securities Act of 1933 and “Blue Sky” laws.
  • Usually faster than a “free-fall” bankruptcy, where debtor files with no plan.

“Free fall” bankruptcy filing

  • Debtor files for bankruptcy with no pre-agreed exit from bankruptcy and relies upon Chapter 11 protections to negotiate with creditors and possible buyers.
  • Longer time frame to resolution compared to other in-court proceedings.
  • Rare event for larger companies.
  • Creditors and debtor attempt to agree on a reorganization plan.
  • Securities issued pursuant to court approved exit exempt from registration under the Securities Act of 1933 and “Blue Sky” laws.

3. Due diligence issues in distressed acquisitions

In distressed tech company acquisitions, buyers still need to undertake due diligence, but the diligence may need to be accelerated and limited.

Key due diligence issues will include:

  • What liabilities are to be assumed and which liabilities are to be specifically excluded?
  • What accounts payable have been deferred?
  • How likely are accounts receivables to be collected?
  • Are the assets to be acquired subject to a third-party lien or encumbrance?
  • What is the condition of the assets?
  • How has turnover in employees affected the ability of the business to continue?
  • What litigation is pending or threatened?
  • What key contracts need to be assumed and do those contracts need to be renegotiated?
  • What COVID-19 related legal risks (such as litigation risk) does the target business face?
  • Is the seller in compliance with federal, state, and local orders related to the pandemic?
  • Are there supply chain risks?
  • Is the seller in compliance with health and safety laws with respect to its workplaces and employees in light of the danger posed by the pandemic?
  • How is key intellectual property to be transferred and subject to what third-party licenses or other rights?
  • What are the termination rights under key contracts? Do the seller’s contracts include “force majeure” clauses that may enable it or the counterparty to terminate the agreement or suspend performance or payment?
  • Will key customers of the seller continue with the buyer? What is the financial condition of those customers?
  • What IT, cybersecurity, and data breach issues has the seller encountered? Has the seller had problems with hackers interfering with video conferences or taken steps to prevent that risk?

For a comprehensive discussion of due diligence issues in mergers and acquisitions, see A Comprehensive Guide to Due Diligence Issues in Mergers and Acquisitions .

4. Additional key issues in distressed tech company acquisitions

Once a structure has been selected and the parties are in execution mode, buyers should take ownership of the following issues in the sprint to closing. Buyers cannot assume that a seller’s management team will be invested in the transaction or properly focused on these issues because they will likely receive sub-optimal deal consideration or just abandon a “sinking ship” altogether by resigning. Also, unlike a non-distressed deal, buyers will likely have limited or no recourse against selling stockholders for post-closing claims or liabilities. Put simply, many seller problems become buyer problems.

  • Fiduciary Duties. As with any potentially contentious deal, the parties should ensure that the seller’s directors and officers fulfill their fiduciary duties in order to avoid creditor and stockholder claims that may scuttle a deal or haunt buyers for years after closing. This is especially important in conflicted transactions in which an existing stockholder or creditor is the buyer or receiving special treatment. See Financing a Distressed Private Company: De-Risking Inside Rounds for a brief discussion of fiduciary duties and risk-mitigation tools for conflicted transactions, such as the use of independent committees, informed stockholder votes, and independent valuations and opinions.
  • D&O Insurance, Exculpation, and Indemnification. In addition to taking the foregoing front-end precautions to reduce fiduciary claim risk, the parties should also ensure that the seller’s organizational documents properly insulate directors and officers with exculpation, indemnification, and advancement provisions, and that those obligations are adequately backstopped with robust D&O insurance. See Time to Review D&O Liability Protections in Distressed Private Companies for a more detailed review of director and officer mitigation tools.
  • Transition Services. Buyers must carefully consider which transition services will be needed after closing. These costs may be substantial and impact overall deal pricing because the seller may be unable to provide any transition services, and the entire workforce may be terminated at closing.
  • Fraudulent Transfer Issues. A buyer of a distressed tech company runs the risk that the sale is later deemed to be a “fraudulent transfer” and set aside. Under federal law, state law, and/or the U.S. Bankruptcy Code, the sale can be voided upon a showing by dissatisfied creditors or by a bankruptcy trustee subsequent to a bankruptcy filing that there was “actual” fraud (i.e., the sale was actually intended to hinder, delay, or defraud creditors) or “constructive” fraud (i.e., the sale was made for less-than-fair consideration or reasonably equivalent value, and the target was insolvent at the time of, or rendered insolvent by, the sale). Counsel working with the buyer can limit this risk by building an appropriate record and structuring how the proceeds can be used to ensure creditors are protected.
  • Escrow or Hold-Back of a Portion of the Purchase Price. A buyer may want to hold-back or escrow a portion of the purchase price to take into account any indemnification protection of the buyer under the acquisition agreement. In the distressed M&A context, a hold-back or escrow often serves as a buyer’s sole source of post-closing recovery because the seller and its equity holders may be unable or unwilling to satisfy indemnification obligations. If the seller agrees to the escrow or hold-back, it will try and negotiate for a short period of time that the escrow or hold-back lasts.
  • Third-Party Consents . A distressed tech company sale will often require a number of consents from third parties, including: (1) the seller’s stockholders and board of directors; (2) counterparties to the seller’s key commercial contracts; (3) landlord consents if any leases are to be assigned; and (4) lenders to the seller (including any related releases of liens).
  • Regulatory Hurdles. The buyer needs to review whether any regulatory hurdles must be addressed. For example, the federal Hart-Scott-Rodino Act should be examined for any anti-trust issues, assuming the dollar thresholds are met in the transaction. For foreign buyers, a filing with the Committee on Foreign Investment in the United States (CFIUS) may be prudent or mandatory. CFIUS has jurisdiction to review national security implications of takeovers of U.S. businesses by a foreign party, especially from China. Other regulatory hurdles should be reviewed in connection with banks, financial services companies, healthcare organizations, and other regulated businesses.
  • Employee Compensation. Buyers should cause sellers to pay in full all wages and other amounts due to employees. In addition to severe reputational damage and harm to employees, a buyer may be responsible for paying these amounts, and the sellers’ directors and officers may face personal liability under federal and state wage and hour laws for earned but unpaid wages.
  • WARN Act. The Worker Adjustment and Retraining Notification (WARN) Act requires employers with 100 or more employees to provide at least 60 days’ advance written notice before a mass layoff affecting 50 or more employees. Some states, such as California, have their notification rules. Although these rules may seem simple, a technical analysis is required to determine if previous pre-closing layoffs are counted towards any layoffs that are planned at closing.

Related Articles :

  • A Guide to M&A Representations and Warranties Insurance in Mergers and Acquisitions
  • 18 Key Issues in Negotiating Merger and Acquisition Agreements for Technology Companies

About the Authors:

Daniel Lopez is an M&A and corporate partner in the San Francisco office of Orrick, Herrington & Sutcliffe LLP. He advises private equity funds and private and public companies in the tech, life sciences and energy sectors on strategic transactions, including debt and equity investments, acquisitions and dispositions. Daniel also counsels boards, special committees, investors and other key stakeholders on fiduciary duty, securities law and corporate governance matters. He can be reached through Orrick’s website .

Richard V. Smith is a partner in the Silicon Valley and San Francisco offices of Orrick, Herrington & Sutcliffe LLP, and a member of its Global Mergers & Acquisitions and Private Equity Group. He specializes in the areas of mergers and acquisitions, corporate governance and activist and takeover defense. Richard has advised on more than 500 M&A transactions and has represented clients in all aspects of mergers and acquisitions transactions involving public and private companies, corporate governance, and activist and takeover defense. He is the co-author of the 1,500-page book “Mergers and Acquisitions of Privately Held Companies: Analysis, Forms and Agreements,” published by Bloomberg Law. He can be reached through LinkedIn .

Douglas Mintz is a restructuring partner in the Washington, D.C., office of Orrick, Herrington & Sutcliffe LLP. He has deep experience representing lenders, debtors and official and ad hoc committees. He works primarily with bank and hedge fund investors and co-leads Orrick’s hedge fund client initiative. Doug also represents debtors in the energy and technology sectors. He can be reached through Orrick’s website .

Richard D. Harroch is a Managing Director and Global Head of M&A at VantagePoint Capital Partners, a venture capital fund in the San Francisco area. His focus is on internet, digital media, and software companies, and he was the founder of several internet companies. His articles have appeared online in Forbes, Fortune, MSN, Yahoo, FoxBusiness, and Richard is the author of several books on startups and entrepreneurship as well as the co-author of Poker for Dummies and a Wall Street Journal-bestselling book on small business. He is the co-author of the 1,500-page book “Mergers and Acquisitions of Privately Held Companies: Analysis, Forms and Agreements,” published by Bloomberg. He was also a corporate and M&A partner at the law firm of Orrick, Herrington & Sutcliffe LLP, with experience in startups, mergers and acquisitions, and venture capital. He has been involved in over 200 M&A transactions and 500 startups. He can be reached through LinkedIn .

How to Buy a Distressed Tech Company: Key Areas of Focus

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APA to Buy Callon Petroleum in $4.5 Billion Deal

Apa expects to issue about 70 million shares in the transaction.

Updated Jan. 4, 2024 7:20 am ET

how to buy assignment

Energy company APA has agreed to buy smaller peer Callon Petroleum in a stock-swap deal valued at about $4.5 billion including debt, continuing a wave of consolidation in the energy sector.

APA on Thursday said it would issue 1.0425 shares, worth $38.31 based on the Wednesday closing price of $36.75, for each share of Callon, offering a nearly 14% premium to Callon’s closing price.

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The new pink Starbucks x Stanley cup is selling out fast, here's how to get yours

how to buy assignment

You might want to get your hands on the winter pink Starbucks x Stanley cup sooner rather than later.  

The limited edition 40-ounce quencher released nationwide Wednesday in Starbucks stores at Target locations have already appeared on eBay, a third-party ecommerce site. 

The shimmery bright pink cup is the third product released between Starbucks and Stanley Quencher, with a peachy-pink matte cup released in May and a bright red cup released in November. 

Many Starbucks stores have already sold out of the cup, but there’s still a chance you might be able to snag one before they are sold out everywhere. 

“We are seeing an enthusiastic response to the Starbucks x Stanley Quencher,” a company representative shared with USA TODAY Wednesday afternoon. 

People have flocked to Target since the cup's release, arguing with one another , waiting in long lines , camping out overnight to get a chance to purchase the cup as soon as the store opened.

Some of those who were fortunate enough to walk out with a cup took to TikTok to document the experience and purchase, stating that the wait was worth it because the cup "was pink and sparkly."

Here’s what we know.

The Stanley craze: Stanley cups have people flooding stores and buying out shops. What made them so popular?

Where can I buy the winter pink Starbucks x Stanley cup?

The glittery pink cup was only made available for in-store purchase at Target locations nationwide. If your local Target has already run out of winter pink tumblers, your best bet is to head over to eBay or Mercari to see if you can find a dupe.

Two other Stanley tumblers, one in Target Red and Cosmo Pink that were reportedly released Sunday online and in Target stores are also out of stock.

How much does the winter pink Starbucks x Stanley cup cost? 

The cup, sold exclusively at Target, retails for $49.95.  

If you like your odds, you can also purchase the stainless steel tumbler for around $200 on eBay.  

The number of cups available for purchase will likely be restricted to one or two cups per customer, food site Spoon University reported. 

In other Starbucks related news: Coffee chain will now allow customers to order drinks in clean, reusable cups from home

Will the pink Starbucks x Stanley cup be restocked ? 

A Starbuck spokesperson shared that the the cup will not be restocked and will only be available for sale “while supplies last.” 


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