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  • videocam On-Demand
  • signal_cellular_alt Intermediate
  • card_travel Commercial Law
  • schedule 90 minutes

Contingent Value Rights in M&A Deals: Bridging Valuation Gaps, Structuring Deals to Protect Buyers and Sellers

$347.00

This course is $0 with these passes:

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Description

Buyers and sellers in M&A transactions are increasingly using innovative pricing tools to bridge their differences over deal value, particularly in the biopharmaceutical and life sciences industry. In private M&A transactions, earnout provisions help reconcile valuation differences. In public M&A deals, CVRs serve this role.

CVRs help alleviate buyers' and sellers' concerns about tendering or receiving a fair purchase price by allowing an upward price adjustment post-closing--when increased value will justify a higher purchase amount--or creatively financing the originally agreed-upon purchase price.

Although CVRs add complexity to M&A transactions, they are an appealing option when buyers and sellers cannot agree on valuation or buyers cannot readily finance an attractive acquisition.

Listen as our authoritative panel of deal attorneys explains how CVRs work, outlines the benefits and risks of CVRs in M&A deals, and offers strategies for negotiating and structuring deals involving CVRs to benefit and protect both buyers and sellers.

Presented By

Andrew L. Bab
Partner, Co-Chair of the Healthcare & Life Sciences Group
Debevoise & Plimpton

Mr. Bab has worked extensively on public and private acquisitions, divestitures and joint ventures, including cross-border transactions for both private equity and corporate clients, as well as licensing arrangements and other corporate transactions. He has experience across many industries but is particularly active in the healthcare and life sciences sectors. In addition, he frequently advises Deutsche Bank, Guggenheim Securities, J.P. Morgan Securities, Morgan Stanley and other investment banks on major M&A transactions. Mr. Bab is also a frequent speaker on legal developments affecting mergers and acquisitions and on healthcare-related issues.

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.

Jenny Hochenberg
Partner
Freshfields Bruckhaus Deringer

Ms. Hochenberg focuses her practice on mergers and acquisitions, corporate governance and shareholder activism defense. She is a thought leader and frequent speaker on emerging trends in M&A and corporate governance law and is currently Vice Chair of the ABA's Acquisition of Public Companies Subcommittee. Ms. Hochenberg has worked on some of the biggest and most transformative M&A transactions of our time, both purely US as well as cross-border. Her clients have included Afterpay, Atlas Air Worldwide, bp, Cable One, Canadian National Railway, Cincinnati Bell, City Brewing, CommScope, Crown Castle, Exyte, GW Pharmaceuticals, Johnson & Johnson, Light & Wonder, Moda Operandi, NCR, Novartis, Pitney Bowes, Scientific Games, Time Warner, US Foods, Viatris and Yahoo.

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


  • Live Online


    On Demand

Date + Time

  • event

    Wednesday, August 7, 2024

  • schedule

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

  1. Contingent value rights (CVRs): overview
    1. Definition
    2. Common use and types of CVRs
    3. Implications for buyers and sellers
    4. Current state of CVR deals
  2. Deal considerations
    1. Securities issues
    2. Financial issues
    3. Tax issues
    4. Accounting issues
    5. Documentation issues
  3. Strategies for negotiating and implementing CVRs
    1. Key negotiating terms and conditions
    2. Dealing with unanticipated events
    3. Post-closing activities by buyer and seller
    4. Resolving conflicting positions
  4. Ways to limit litigation risks

The panel will review these and other key questions:

  • How are CVRs currently being used to close the valuation gap between buyers and sellers in public company M&A deals?
  • In what situations are CVRs an attractive option?
  • What strategies have been effective for negotiating deals involving CVRs?
  • What are some recent examples of deals where CVRs have been used successfully?