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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

  • work Practice Area

    Commercial Law

Date & Time
  • event Date

    Wednesday, April 28, 2021

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$347.00
CLE
ALL

This CLE course will examine the costs and benefits of a target engaging an investment banker, including avoiding valuation surprises or disputes, optimizing price and structure, professional management of the sale process, limiting disruptions to the business and its management team, and minimizing closing delays. The panel discussion will include the factors that go into deciding to engage an investment bank, choosing an investment bank and defining the role of the investment bank, as well as determining its fees. In addition, the panel will discuss organizing the teams of professionals to ensure the best outcome, including how the target and its counsel work with the investment bank.

Faculty

Stephen A. Opler
Partner
Barnes & Thornburg

Mr. Opler concentrates his practice on the distinctive characteristics of liquidity transactions by and with entrepreneurs. He helps private equity funds, strategic acquirers and entrepreneurial buyers and sellers achieve their goals by leveraging his three decades as an M&A lawyer, entrepreneur, business founder, investment banker, in-house lawyer and CPA.  Mr. Opler counsels public and private companies and private equity and debt firms in mergers and acquisitions. He represents clients in the broadcast television, manufacturing, consumer products, retail, business services and financial services industries, among others.

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Victor Goldfeld
Partner
Wachtell Lipton Rosen & Katz

Mr. Goldfeld's practice is focused on domestic and cross-border mergers and acquisitions, divestitures, spin-offs, joint ventures, private equity transactions and other complex corporate and securities law matters. He has represented a broad range of clients in a variety of industries. Mr. Goldfeld is Co-Chair of the International Private Equity & Venture Capital Committee of the American Bar Association’s International Law Section and is a Fellow of the American Bar Foundation.

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Jonathan Goldman
Founder and Managing Partner
Genesis Capital

Mr. Goldman has led numerous public corporations, family owned businesses and private companies in successfully completing key strategic initiatives, including mergers, acquisitions, sales, equity and debt capitalizations and restructurings totaling over $45 billion.

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Description

M&A transactions are typically lengthy and complex, and a flawed process can negatively affect the transaction's pricing as well as the certainty and timing of closing. The acquiring company, the target, and their respective counsel and investment bankers must consider the type of acquisition (strategic vs. financial), the synergies involved (hard and soft), and anticipated transaction costs when mapping out the deal process.

The investment banker's role in M&A transactions may vary based on several factors, including whether the target and acquirer have already been identified, the amount of due diligence that needs to be done on the target, and whether an auction or other market check process will be employed. Before engagement, counsel must carefully consider the investment bank's engagement letter and defining its role, compensation, terms of engagement and potential conflicts of interest.

Prior to going to market or engaging in discussions with a potential buyer, the target must have a firm understanding of the likely value of its business in the market. The investment bank will drive this process through a combination of a market and valuation analysis, including working with management to refine its projections, identify and quantify EBITDA "add-backs," additional costs a buyer will incur, and synergies a buyer will enjoy. In addition, the target and its counsel should consider obtaining a fairness opinion from the investment bank engaged to market the target or from an independent investment bank.

Listen as our authoritative panel discusses the M&A deal process, including bidding procedures, valuation, and the investment banker's roles, compensation, and engagement letter.

Outline

  1. Steps in the M&A process
    1. Acquisition strategy: What is the purpose of the deal?
    2. Performing valuation analysis on the target
    3. Due diligence
    4. Bidding process
    5. Negotiating the contract
    6. Structuring the deal
  2. Respective roles of the investment banker and counsel in A-F above
  3. The fairness opinion
  4. Avoiding flaws in the process that can lead to disputes, undervaluation, or delays in closing

Benefits

The panel will review these and other notable issues:

  • How might the type of purchaser--strategic vs. financial--affect the process and structure of an M&A deal?
  • What factors should be considered before engaging an investment bank?
  • How can the bidding process affect the ultimate pricing and timeline of an acquisition?
  • What is the role of the investment bank in determining the value of a company? How does it serve as a check on management?