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Description
In the aftermath of the 2008 credit crisis and legal disputes surrounding failed deals during that period, transaction parties have focused more intensely on the financing-related provisions in acquisition agreements. Sellers seek contractual assurances that the transaction will not abort due to a failed financing, buyers have sought to ensure that they get cooperation from the seller that addresses the conditionality in their financing commitments, and lenders seek to shield themselves from litigation through so-called "Xerox" provisions.
Listen as our authoritative panel of finance attorneys provides their perspectives on balancing the sometimes competing interests among buyers, targets, and lenders in the acquisition process. The presenters will review the protections that lenders require in acquisition financings--such as Xerox provisions--and then present a broader overview of the financing-related provisions in acquisition agreements, addressing the interests of buyers and sellers.
Presented By

Mr. Brower is a member of the firm’s Finance, Private Equity and Environmental, Social and Governance (ESG) Practice Groups. His practice focuses on advising private equity sponsors and their portfolio companies, corporate borrowers, investment and commercial banks and other financial institutions in a variety of domestic and cross-border debt financing transactions, including leveraged acquisitions and recapitalizations, recurring revenue facilities, sustainability-linked credit facilities, asset-based financings and working capital facilities.

Mr. Galil is a member of the Finance, Business Restructuring and Reorganization, and Environmental, Social and Governance (ESG) Practice Groups. His practice focuses on advising sponsors, issuers, financial institutions and investment funds in a variety of financing transactions, including credit facilities, leveraged acquisitions, dividend recaps, debt buybacks, out-of-court capital restructurings, and debtor-in-possession exit financings. Mr. Galil also frequently performs credit analyses on a borrower’s debt instruments and advises on vulnerabilities and potential restructuring approaches.

Ms. Kim has extensive experience advising sponsors, borrowers, arrangers, agents and lenders, including private credit providers on complex U.S. and international financing transactions. Her experience spans various sectors, including renewables, biotech, fintech, manufacturing, telecommunications, media and financial services and various forms of financing, including acquisition financings, “hybrid” cash flow/revenue and project-style financings in the solar and renewables space, unitranche and mezzanine financings and royalty and other asset based financings and asset monetization transactions.
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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Live Online
On Demand
Date + Time
- event
Tuesday, July 29, 2025
- schedule
1:00 p.m. ET./10:00 a.m. PT
Outline
I. Overview of acquisition financing and the historical origins of modern financing risk-allocation provisions
II. Conceptual framework: key definitions and representations and the importance of conditionality and timing considerations
III. Seller's financing cooperation covenant: considerations for marketing, diligence, and documentation matters
IV. Buyer's financing covenant: the importance of post-signing flexibility
V. Lender-protective provisions: Xerox
Benefits
The panel will review these and other key issues:
- The importance of limiting conditionality and the interplay between committed debt financing and the acquisition agreement
- Considerations in drafting and negotiating financing cooperation covenants, including a general overview of financing diligence and marketing requirements
- Anticipating needs for post-signing flexibility with respect to debt commitments, including covenants governing the buyer's ability to modify or replace its committed debt financing
- Lender-protective provisions (i.e., "Xerox" provisions)
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