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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

    Tuesday, April 29, 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 discuss the challenges of closing an M&A transaction on terms consistent with the requirements of an acquisition lender. The panel will explain how each aspect of the acquisition and the acquisition financing impacts the other and the role of the buyer, seller, and, if different, the target company in successfully closing a financed acquisition.

Faculty

Matthew Edward Schernecke
Partner
Parent: Hogan Lovells US LLP

Mr. Schernecke advises direct lenders, mezzanine investment funds, and venture capital investors in a variety of debt and investment transactions with borrowers of all sizes, types, and structures. He also counsels private equity clients and corporate borrowers on domestic and cross-border acquisition financings, out-of-court restructurings and workouts, bankruptcy matters, ESG and impact investment financings, and real estate financings. Mr. Schernecke leads transactions spanning diverse industries, including financial services, real estate, retail, life sciences, health care, technology, food and beverage, hospitality, film and music entertainment, media, and telecommunications.

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Robert J. Stein
Partner
Pillsbury Winthrop Shaw Pittman LLP

Mr. Stein is widely recognized as a leader in the banking and finance fields. He has advised clients on hundreds of debt financings over the course of his career, ranging in size from several millions of dollars to billions of dollars. Private equity sponsors, corporate borrowers, financial institutions and other market participants regularly turn to him in connection with leveraged buyouts, venture-debt financings and various other debt financings, including debt commitments, unitrache and first- and second-lien term loans, revolving credit facilities (cash flow and ABL) and other working capital facilities (including factorings and other receivables financings), bridge loans, cryptocurrency loans, mezzanine financings (including senior/mezz transactions), Holdco financings, fund-level financings, warehouse facilities, securitizations, leasing transactions, recapitalizations and restructurings, special situations, distressed debt and workouts (including DIP and exit financings), general corporate finance matters and related intercreditor matters.

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Description

The success of an M&A transaction often hinges on satisfying the demands of a lender financing all or a portion of the purchase price. Specifically, the buyer and seller must take steps to avoid a scenario where the conditions precedent to the buyer's obligation to close the acquisition are met, but the conditions to the lender's obligation to fund the loan are not. Our panel will discuss the scope and content of customary financing conditions and the importance of the loan commitment expressly listing such conditions and providing that there are no conditions to funding other than those so expressly listed.

We will also look at how the structure of an acquisition dictates certain factors for financing, including collateral perfection, the identity of the guarantors and borrowers, and the timing of the acquisition, as well as examine the provisions in an acquisition agreement that are most important to lenders, such as those specifically related to the financing and the lender, representations regarding the seller and target (if different), the indemnities provided by the seller, and any anti-assignment or transfer provisions.

Listen as our authoritative panel discusses the challenges of closing an M&A transaction on terms consistent with the requirements of an acquisition lender and explains how each aspect of the acquisition and the acquisition financing impacts the other.

Outline

  1. Role of acquisition lender in M&A transactions
  2. Loan commitments
  3. Structure of the transaction: impact on financing terms
  4. Reps and warranties: MAC clauses
  5. Interaction of acquisition loan with other loans: intercreditor agreements
  6. Purchase price adjustments and earnouts
  7. Indemnities: seller and buyer

Benefits

The panel will discuss these and other important considerations:

  • What should the parties in an M&A transaction do to ensure that their closing requirements are in sync with those of the acquisition lender?
  • How might the deal terms and final financing structure of the entity affect the terms of an acquisition loan?
  • What kinds of representations and warranties will a lender require from the seller and the target and how do MAC clauses come into play?
  • What provisions should be included in an acquisition agreement to anticipate indemnities and other post-closing requirements of the acquisition lender?