Acquisition Financing in M&A Transactions: Reconciling Deal Terms With Finance Terms and Closing Conditions
Recording of a 90-minute premium CLE video webinar with Q&A
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.
Outline
- Role of acquisition lender in M&A transactions
- Loan commitments
- Structure of transaction: impact on financing terms
- Reps and warranties: MAC clauses
- Interaction of acquisition loan with other loans: intercreditor agreements
- Purchase price adjustments and earn-outs
- Indemnities: seller and buyer
Benefits
The panel will discuss:
- 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?
Faculty
Matthew Edward Schernecke
Partner
Hogan Lovells
Mr. Schernecke advises direct lenders, mezzanine investment funds, and venture capital investors in a variety of debt... | Read More
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
Goodwin Procter
Mr. Stein practices in the firm’s Debt Finance and Private Equity groups. His practice focuses primarily on... | Read More
Mr. Stein practices in the firm’s Debt Finance and Private Equity groups. His practice focuses primarily on representing private equity sponsors, their portfolio companies, and other public and private companies in connection with acquisition and other debt financings. Mr. Stein has extensive experience advising middle-market borrowers, early-stage companies, financial institutions, and other market participants in connection with the structuring, negotiation, and documentation of a wide range of complex and routine domestic and international debt financing matters, including leveraged buyouts, debt commitments, unitranche, first-lien and second-lien term loans and revolving credit facilities, bridge loans, mezzanine financings, venture-debt financings, fund-level financings, asset-backed loans, working capital facilities, leasing transactions, recapitalizations, debt restructurings and workouts, high-yield transactions and general corporate finance matters, both secured and unsecured, and related intercreditor matters. His work involves a wide array of industries, throughout the U.S. and in international markets. He has represented clients in transactions ranging in size from several millions of dollars to billions of dollars.
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