Financing Contingencies in Merger Agreements: Negotiating Buyer Reps, Target Covenants, and Commitment Letters
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE course will analyze buyer reps and warranties, target company covenants to cooperate, and other terms typically included in M&A agreements to address financing contingencies. The panel will also discuss the negotiation and drafting of the financing commitment between the buyer and its lender and how the commitment is reflected in the merger agreement.
Outline
- Financing commitment letters
- Loan terms that should be included in the commitment
- Conditions precedent
- Confirming sufficiency of funds
- Financing conditions in merger agreements
- Buyer reps and warranties
- Target covenants
- Bridge financing and related representations
Benefits
The panel will review these and other critical questions:
- Why is specificity in M&A financing commitments so important in contrast to other commercial financing transactions?
- What kind of input might the target have in negotiating a financing commitment?
- To what extent are buyer financing reps and warranties affected by the financing commitment?
- What does the lender typically require in its due diligence of the target, and how is that reflected in the commitment and the merger agreement?
Faculty
Kristen V. Campana
Partner
Morgan, Lewis & Bockius
Ms. Campana represents a wide variety of direct and alternative lenders, particularly those involving private sources... | Read More
Ms. Campana represents a wide variety of direct and alternative lenders, particularly those involving private sources of capital, including private debt funds, hedge funds, specialty finance companies, business development companies, private equity investors, and issuers in domestic and cross-border financings across the capital structure in connection with acquisitions, leveraged buyouts, convertible debt, equity investments, letters of credit, and project financings. Ms. Campana is a frequent author and lecturer on finance issues.
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Katherine G. Weinstein
Partner
Morgan, Lewis & Bockius
Ms. Weinstein regularly advises financial institutions in connection with structuring and documenting financing... | Read More
Ms. Weinstein regularly advises financial institutions in connection with structuring and documenting financing transactions. She has extensive experience representing first and second lien lenders, mezzanine lenders, and equity sponsors and borrowers in a diverse range of debt financings. Her area of focus includes acquisition, recapitalization and other leveraged financings, cash flow and asset-based financings, first lien, second lien, mezzanine and unitranche financings (including first-out, last-out financings), debtor-in-possession and exit financings, and workouts, restructurings, and bankruptcies.
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