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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, January 4, 2023

  • 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 M&A auction process from the standpoint of the seller. The panel will discuss preparing the initial bid package, including the confidential information memorandum and form contract, and how best to respond to contract revisions and due diligence requests from multiple bidders. The panel will also discuss the advantages and disadvantages of an auction vs. a negotiated sale and why certain companies may not be suited for sale by auction.

Faculty

Kate Sherburne
Partner
Faegre Drinker Biddle & Reath LLP

Ms. Sherburne works with clients to close transformational deals. She focuses on mergers and acquisitions, corporate governance, and securities. Ms. Sherburne also has significant experience with M&A representation and warranty insurance, a product that is being used with greater frequency in the M&A market. Her transaction experience includes: representing strategic public and private clients in acquisition and disposition transactions in industries such as retail, medical devices, software/technology, health care, professional sports, financial services, restaurants, manufacturing and distribution, wholesale, transportation, and recreational vehicles; representing large family-owned businesses in exit transactions; representing private equity firms in transactions involving purchases and sales of portfolio companies; representing management investors in rollover investments; and representing privately held businesses in connection with reorganization transactions, among others.

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Prakash Paran
Partner
Willkie Farr & Gallagher, LLP

Mr. Paran advises clients on a broad range of corporate transactions, most notably the insurance sector and for both major corporations and private equity/investment firms. His core areas of focus include mergers and acquisitions (including competitive auction processes on the buy and sell side), private equity and investments, joint ventures, and long term strategic partnerships and corporate reorganizations, often with a global or cross-border dimension and he has significant experience in Life, P&C and Health Insurance transactions.

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Description

M&A auctions involve several stages that typically include (1) outreach to potential bidders, (2) preparation and distribution of a bid package, (3) due diligence and review of a draft contract by potential bidders, (4) submission and review of bids, and (5) negotiations between the seller and the preferred bidder(s). Sellers must efficiently navigate each stage in the process while minimizing disruption of their business operations.

A seller must first weigh the pros and cons of conducting an auction and whether a broad or narrow auction would be preferable. The auction process may not be suitable for all sellers, including for businesses that are structurally complicated or are in market sectors with few viable bidders. If an auction is initiated, engaging multiple bidders will force the seller and its advisers to manage separate management presentations, due diligence requests, and deal documentation, including separate confidentiality agreements, contract markups, and disclosure schedules.

Listen as our authoritative panel discusses M&A auctions with a particular focus on making the process as efficient as possible from the perspective of the seller while getting the most desirable bidder to an executed contract.

Outline

  1. M&A auctions: advantages and disadvantages vs. negotiated sale, determining the suitability and broadness of an auction
  2. Preparing for an auction: retaining advisers, preparing a bid package, and other key steps
  3. Conducting the auction
    1. Determining bidder list and initial outreach
    2. Confidentiality agreements and distribution of bid package to bidders
    3. Management presentations and due diligence by bidders
    4. Contract markups and negotiations between seller and one or more preferred bidders
  4. Choosing winning bidder: evaluating multiple bid letters and contract revisions, and considering role of exclusivity

Benefits

The panel will review these and other key issues:

  • What aspects of a company's business or industry dynamics might make it unsuitable for a sale by auction?
  • What internal steps should be taken, and which professional advisers should be retained before proceeding with an auction?
  • What documentation and information should be included in the bid package?
  • How should sellers manage the process efficiently, including navigating multiple due diligence requests and contract markups?