The M&A Auction Process: Seller Preparation, Managing Multiple Bids, Negotiating With Preferred Bidders
Preparing Initial Bid Package and Form Contract, Pros and Cons of an Auction vs. Bilateral Sale
A live 90-minute premium CLE video webinar with interactive Q&A
This CLE course will examine the M&A auction process from the standpoint of the seller. The panel will discuss preparing the initial bid package, including the confidential information memorandum and form contract, and how best to respond to contract revisions and due diligence requests from multiple bidders. The panel will also discuss the advantages and disadvantages of an auction vs. a negotiated sale and why certain companies may not be suited for sale by auction.
Outline
- M&A auctions: advantages and disadvantages vs. negotiated sale, determining the suitability and broadness of an auction
- Preparing for an auction: retaining advisers, preparing a bid package, and other key steps
- Conducting the auction
- Determining bidder list and initial outreach
- Confidentiality agreements and distribution of bid package to bidders
- Management presentations and due diligence by bidders
- Contract markups and negotiations between seller and one or more preferred bidders
- Choosing winning bidder: evaluating multiple bid letters and contract revisions, and considering role of exclusivity
Benefits
The panel will review these and other key issues:
- What aspects of a company's business or industry dynamics might make it unsuitable for a sale by auction?
- What internal steps should be taken, and which professional advisers should be retained before proceeding with an auction?
- What documentation and information should be included in the bid package?
- How should sellers manage the process efficiently, including navigating multiple due diligence requests and contract markups?
Faculty
Brandon C. Mason
Partner
Faegre Drinker Biddle & Reath
Mr. Mason is a deal lawyer who represents clients in mergers and acquisitions and capital markets transactions. He also... | Read More
Mr. Mason is a deal lawyer who represents clients in mergers and acquisitions and capital markets transactions. He also counsels public and private company clients and investment firms in many areas of corporate and securities law, including corporate governance and securities regulation. Mr. Mason represents both buyers and sellers in the acquisition and sale of companies or businesses. As a trusted advisor of many public companies, he skillfully navigates the particular needs of transactions involving the sale of a public company or a public company’s acquisition or divestiture. He is adept at bringing his skills to bear across industries and sectors, but has particular experience in the financial services sector, the retail industry, and the food and agribusiness industry. In the capital markets space, Mr. Mason advises companies as they access the debt and equity capital markets, whether through registered offerings or private securities transactions.
Closeto be announced.
Early Discount (through 02/07/25)