Structuring M&A Transactions in the Current Market: Deal Points, Financing, MAC Clauses, Reps and Warranties

Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
- work Practice Area
Commercial Law
- event Date
Wednesday, April 7, 2021
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
-
This 90-minute webinar is eligible in most states for 1.5 CLE credits.
This CLE course will analyze various ways in which risks associated with the COVID-19 pandemic are currently being addressed in M&A transactions. The panel discussion will include a discussion regarding the latest M&A litigation in the wake of COVID-19 and key provisions such as MAE clauses, operating covenants, and reps and warranties; financing concerns; and due diligence.
Faculty

Mr. Pellegrino advises public and private companies in a broad range of transactional, corporate governance and securities matters. Over the course of his career, he has completed more than $25 billion worth of M&As for public and private companies and represented issuers in public and private debt and equity offerings worth over $3 billion. Mr. Pellegrino’s practice includes the representation of both public and private clients in public and private equity and debt offerings, and acquirers and targets in M&As.

Mr. Bowling is Chair of the firm’s Corporate Finance Division. He focuses his practice on corporate finance, with an emphasis on mergers and acquisitions, capital markets, private equity and venture capital transactions, as well as corporate governance and securities law compliance. Mr. Bowling handles innovative, market-leading transactions for publicly- and privately-held companies, and private equity and venture capital funds. He advises on all aspects of corporate finance for leading businesses and financial institutions in the energy, technology, software, health care and life sciences, real estate investment trusts, waste management, consumer products, financial services and agriculture industries nationwide.

Mr. Edgar provides strategic corporate and transactional advice on a national and international basis. His practice focuses on advising public and private companies, boards of directors, special committees, and senior management in connection with M&As, capital markets transactions, activist planning and defense, and corporate governance matters. Mr. Edgar’s transactional experience includes domestic and international M&As, leveraged buyouts, “going private” transactions, LLCs and partnerships, corporate restructurings and recapitalizations, and venture capital and private equity financings, restructurings, and exits. He is a speaker, author, and workshop coordinator on a variety of corporate law topics, including M&As, corporate finance, venture capital, and corporate governance.
Description
Uncertainty created by the novel coronavirus has impacted all aspects of M&A transactions. Valuation and deal pricing have become more difficult, resulting in greater reliance on contractual provisions. Buyers who executed deals before the COVID-19 outbreak may seek to renegotiate deal terms or try to get out of deals altogether, placing greater importance on pre-closing operating covenants.
Acquisition financing has also become more difficult, and deals requiring financing are taking longer to close. Financing terms are evolving to address the risks associated with COVID-19, and other deal terms are being revised in light of the new financing risk.
MAE clauses should be reconsidered in light of specific metrics, timelines, and deadlines for events that could trigger an MAE. Reps and warranties should also be expanded to address the current and future impact of the outbreak on the target, its key customers, and key suppliers.
Listen as our authoritative panel discusses the coronavirus epidemic's issues and how they are currently being addressed in M&A transactions.
Outline
- Addressing COVID-19 in acquisition agreements
- Financing contingencies
- Operating covenants
- Representations and warranties
- MAE clauses
- Due diligence and deal process
Benefits
The panel will review these and other key issues:
- What should buyers and sellers do to protect their interests in deals that are in process as the COVID-19 epidemic progresses?
- What due diligence matters have become more important since the outbreak?
- How has COVID-19 impacted valuation considerations and price adjustments?
- How has it affected operating covenants and reps and warranties?
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