Distressed M&A: Seizing New Opportunities, Minimizing Legal Risks
Buying and Selling Troubled Businesses In and Out of Bankruptcy
Recording of a 90-minute CLE teleconference with Q&A
Conducted on Wednesday, September 2, 2009
Recorded event now available
This seminar will discuss new opportunities in distressed M&A and offer best practices for deal counsel who are involved in structuring deals both inside and outside of a bankruptcy proceeding.
Description
The acquisition of distressed businesses inside and outside of bankruptcy reached record levels over the past year as strategic buyers took advantage of bargain price opportunities. However, the new investment opportunities present a myriad of legal and financial considerations.
Acquiring a distressed business typically involves a compressed transaction with competing interests among the stakeholders. When acquisitions occur through a Chapter 11 bankruptcy proceeding or section 363 sale, buyers and sellers face additional legal hurdles.
It is critical that counsel for the buyer and seller understand the opportunities and challenges in distressed M&A and act strategically to negotiate a deal that maximizes the value of the troubled business to their clients’ respective benefits.
Listen as our experienced panel—including M&A and bankruptcy counsel, an investment banker and a credit officer—discusses new opportunities in distressed M&A and offers strategies for deal counsel for structuring the deal both inside and outside of a bankruptcy proceeding.
Outline
- Overview—impact of economic forces on M&A activity
- Opportunities for buyers and sellers in distressed M&A
- Out of court distressed M&A
- Chapter 11 auctions
- Credit bidding
- Bank loan portfolios
- Best practices for structuring the distressed M&A deal—from the buyer’s and seller’s perspectives
- Cash deposits
- Representations and warranties
- Bid protections and procedures
- MAC clauses
- Closing conditions
- Indemnification
Benefits
The panel will review these and other key questions:
- What are the key factors driving the increase in distressed M&A deals?
- What are some of the potential legal pitfalls in negotiating distressed M&A deals?
- What unique issues arise when M&A deals occur as a part of a bankruptcy proceeding?
- What are the best practices for counsel on both sides of the deal to tailor terms in distressed transactions?
Faculty
Joseph Theodore Kinning,
Partner
Fulbright & Jaworski, Minneapolis
For over 20 years, he has successfully counseled a variety of regional and national corporate clients through complex mergers and acquisitions, securities offerings, financings, restructurings and other business transactions. He represents clients in a variety of industries, including aviation, manufacturing, energy, transportation logistics, restaurants and banking.
Stephen Spencer,
Director
Houlihan Lokey, Minneapolis
He advises clients on mergers and acquisitions, special situations financing, financial restructuring and other corporate finance transactions. He also heads the office’s Distressed M&A Practice.
Berry D. Spears,
Partner
Fulbright & Jaworski, Austin, Texas
He has represented clients in restructuring matters in numerous industries and commercial sectors, including financial institutions, manufacturers, telecommunications, real estate, retail, distribution, food services, and oil and gas. He has experience in purchasing, selling or liquidating troubled businesses or assets within or outside of bankruptcy cases.
Ordering
Online CLE - Audio Recording
Includes audio streaming of full program plus handouts (available 24 hours after live seminar).
CLE:
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Online CLE Audio $149.00
Available 24 hours after the live event
Recorded Event
Includes full event recording plus handouts (available after live seminar).
CLE: Pre-approved for self-study credit in: AK, AZ, CA, CT, HI, MO, MT, NY, TX, VT, WA, WV. Upon request, self-study credit is also available in: CO, FL, GA, ID, KY, ME, ND, NE, NH, NM, NV, OR, UT, WI, WY. If you are applying for self-study credit in one of these states, contact Strafford CLE at 1-800-926-7926 ext. 35 or CLE@straffordpub.com.
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Customer Reviews
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Paul L. Hammann
First American Title Insurance Company
The seminar was understandable, fluid and thorough for the topics covered.
Susan L. Dolin, Esq.
Susan L. Dolin, P.A.
Cutting edge information from people who are in the field.
John McGowan
Donahue Tucker & Ciandella
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James A. Tramonte
Miller Martin
The teleconference was efficient with a well-focused agenda. The speakers really seem to know the material and communicated it clearly.
Owen Hughes
Pfizer
Finance Law Advisory Board
Partner
Gibson Dunn & Crutcher
Partner
Nixon Peabody
Partner
Alston & Bird
Counsel
Mayer Brown
Partner
O’Melveny & Myers
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