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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Banking and Finance

Date & Time
  • event Date

    Tuesday, July 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.


  • Live Online


    On Demand

$347.00

This course is $0 with these passes:

CLE
ALL

This CLE course will provide an overview of critical financing-related provisions in acquisition agreements from multiple perspectives and provide a conceptual understanding of how the provisions in question interplay with the goals of the particular party. The panel will review example provisions and provide practical strategies for adapting these provisions to protect the buyer, seller, or lender, as applicable.

Faculty

Tom Brower
Of Counsel
Gibson, Dunn & Crutcher LLP

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.

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Yair Y. Galil
Of Counsel
Gibson, Dunn & Crutcher LLP

Mr. Galil is a member of the Firm's Global Finance Practice Group. He represents a variety of clients, including sponsors, issuers, financial institutions and investment funds, in complex financing transactions. The business contexts for these transactions have ranged from ordinary-course credit increases and refinancings to pivotal credit such as acquisition financings and debtor-in-possession and bankruptcy exit financings, as well as special-circumstances transactions such as debt buybacks and covenant relief amendments.

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Jin Hee Kim
Partner
Gibson, Dunn & Crutcher LLP

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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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.

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)