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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Commercial Law

Date & Time
  • event Date

    Wednesday, March 5, 2025

  • 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

Brandon C. Mason
Partner
Faegre Drinker Biddle & Reath LLP

Mr. Mason is a deal lawyer who represents clients in mergers and acquisitions and capital markets transactions. He also counsels public and private company clients and investment firms in many areas of corporate and securities law, including corporate governance and securities regulation. Mr. Mason represents both buyers and sellers in the acquisition and sale of companies or businesses. As a trusted advisor of many public companies, he skillfully navigates the particular needs of transactions involving the sale of a public company or a public company’s acquisition or divestiture. He is adept at bringing his skills to bear across industries and sectors, but has particular experience in the financial services sector, the retail industry, and the food and agribusiness industry. In the capital markets space, Mr. Mason advises companies as they access the debt and equity capital markets, whether through registered offerings or private securities transactions. 

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Kimberly R. Spoerri
Partner, Co-Leader Americas Public Company Group
Cleary Gottlieb Steen & Hamilton LLP

Ms. Spoerri’s practice focuses on advising corporate clients in connection with all aspects of their domestic and cross-border M&A activities and corporate governance and activism matters. She has significant experience with acquisitions and divestitures of public and private entities, joint ventures, carve-out transactions, spin-offs and RMTs, and other complex corporate 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?