BarbriSFCourseDetails
  1. keyboard_arrow_leftBack

Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Commercial Law

Date & Time
  • event Date

    Thursday, October 17, 2024

  • 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 webinar will provide M&A counsel with a thorough understanding of private equity (PE) take-private transactions. The panel will discuss why take-private deals are attractive under current market conditions and review key considerations for negotiating and structuring these deals.

Faculty

R. Kirkie Maswoswe
Partner
Goodwin Procter LLP

Ms. Maswoswe is a partner in the firm’s Public M&A / Corporate Governance practice and Technology group. Her practice focuses on mergers and acquisitions, shareholder activism defense, financial advisory representations, corporate governance, and general corporate matters. Ms. Maswoswe has represented clients across a broad range of industries, including technology, life sciences, real estate, media, and consumer and retail.

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio
Joshua M. Zachariah
Partner
Goodwin Procter LLP

Mr. Zachariah is a partner in the firm’s Public M&A/Corporate Governance practice and serves as the Co-Chair of the firm’s Global M&A Group. His practice focuses on representing public and private acquirers and target companies in a variety of domestic and cross-border acquisition and disposition transactions, joint ventures, and other corporate matters. Mr. Zachariah has deep public M&A experience, across the private equity, technology, and life sciences industries.

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio

Description

Although M&A activity was significantly down in 2023, take-private transactions fared better than other M&A activity and became very popular amongst PE firms. This trend has continued into 2024. With uncertainty in the public markets, PE sponsors see undervalued public companies as a great investment opportunity.

In a PE take-private transaction, a PE investor will identify a publicly traded company that is undervalued or underperforming and make an offer to take that company private. This allows the investor almost complete control and influence over the investment and potentially may result in higher returns.

Going private offers some key advantages for both the public company and the PE investor. Being a private entity allows the company to transform and restructure its business without the reporting requirements and disclosure obligations public entities must adhere to.

Despite the advantages of a take-private transaction, there are several factors the public company and PE investor must consider including the financing requirements for these types of transactions, SEC scrutiny and disclosure requirements, fiduciary duty matters, and litigation risks.

Listen as our authoritative panel discusses the key considerations and strategies for a PE take-private transaction and reviews the ways in which these deals are typically structured.

Outline

  1. Current market trends
  2. Incentives to take a public company private
  3. Preliminary planning issues
  4. Special due diligence areas for the acquiring company
  5. Structuring the transaction
  6. Key transaction agreement terms
  7. Financing the deal

Benefits

The panel will review these and other key issues:

  • What are the current market incentives for taking a public company private?
  • What are the unique issues associated with a public company going private and how should these issues inform the due diligence process?
  • What are the key deal terms in take-private deals?
  • How are PE take-private transactions typically structured?
  • What are the financing considerations for PE sponsors with take-private transactions?