Home » Webinars » Negotiating Contingent Value Rights in M&A Transactions

Negotiating Contingent Value Rights in M&A Transactions

Leveraging CVRs to Bridge the Value Gap and Facilitate Deals

Recording of a 90-minute CLE webinar/teleconference with Q&A

Conducted on Tuesday, February 9, 2010
Recorded event now available

This CLE webinar will discuss the types of acquisition deals and conditions for which CVRs are most suited and provide best practices for negotiating and structuring deals involving CVRs in a way that benefits and protects both buyers and sellers.

Description

Continuing uncertainty about the current value and future performance of businesses and difficult credit market conditions have pushed buyers and sellers to include contingent value rights (CVRs) as a valuation and financing bridging mechanism in merger and acquisition deals.

CVRs help alleviate buyers’ and sellers’ concerns about tendering or receiving a fair purchase price by either allowing an upward price adjustment post-closing, when sufficient value is created to justify a higher purchase amount, or creatively financing an originally agreed upon purchase price.

Although CVRs add additional complexity to M&A transactions, they are an appealing option in the current environment when buyers and sellers cannot agree on valuation or buyers cannot readily finance an attractive acquisition.

Listen as our panel of deal attorneys and an investment banker explains how CVRs work, the pros and cons of using CVRs in M&A deals, and strategies for negotiating and structuring deals involving CVRs in a way that benefits and protects both buyers and sellers.

Outline

Contingent value rights (CVRs) — overview
1. Definitions
2. Common use and types of CVRs
3. Implications for buyers and sellers
4. Current state of CVR deals
Deal considerations
1. Securities issues
2. Financial issues
3. Tax issues
4. Accounting issues
5. Documentation issues
Strategies for negotiating and implementing CVRs
1. Key negotiating terms and conditions
2. Dealing with unanticipated events
3. Post-closing activities by buyer and seller
4. Resolving conflicting positions

Benefits

The panel will review these and other key questions:

How are CVRs being used to close the valuation gap between buyers and sellers in M&A deals?
In what situations are CVRs an attractive option?
What are the key legal, accounting and tax issues to understand and consider when using CVRs?
What strategies have been effective for negotiating deals involving CVRs?

Faculty

Steven R. Barth, Partner
Foley & Lardner, Milwaukee

He practices in the areas of mergers, acquisitions, leveraged recapitalizations and buyouts; venture capital and private equity fund formation and portfolio company investment; public and private offerings of equity and debt securities; securities laws and reporting compliance; corporate governance; and assists in the organization, development and financing of startup corporations.

Timothy Carroll, Principal, Consumer and Retail
William Blair & Company, Chicago

He has more than 22 years of investment banking experience, seven years of commercial banking experience and two years of commercial real estate experience. He joined William Blair & Company in 2002 and served as the Co-Head of the Consumer & Retail Investment Banking Group for three years.

Timothy H. Shea,
Foley & Lardner, Milwaukee

He has experience representing clients in a variety of industries on transactional and corporate matters. His practice focuses on mergers and acquisitions, corporate financings and securities law and general corporate matters.

Ordering

Online CLE

Includes audio streaming of full program plus handouts (available 24 hours after live seminar).

CLE: Pre-approved for participatory or non-traditional/alternate format credit in: CA, HI*, NY*, WV*. Pre-approved for self-study credit in: AK, AZ, CO, GA, MO, MT, TX, VT, WA.
Upon request, also available in: CT*, FL, ID, KY, LA, ME, NC, ND, NE, NH, NM, NV, OR*, SC, TN, UT, WI*, WY. If you are applying for credit in one of these states, make sure to select those states when placing your order.
(*Indicates that Strafford must report attendance.)

Online CLE Audio $74.50
Available 24 hours after the live event