Interested in training for your team? Click here to learn more

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 program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Wednesday, April 10, 2024

Recorded event now available

or call 1-800-926-7926

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.


The success of an M&A transaction often hinges on satisfying the demands of a lender financing all or a portion of the purchase price. Specifically, the buyer and seller must take steps to avoid a scenario where the conditions precedent to the buyer's obligation to close the acquisition are met, but the conditions to the lender's obligation to fund the loan are not. Our panel will discuss the scope and content of customary financing conditions and the importance of the loan commitment expressly listing such conditions and providing that there are no conditions to funding other than those so expressly listed.

We will also look at how the structure of an acquisition dictates certain factors for financing, including collateral perfection, the identity of the guarantors and borrowers, and the timing of the acquisition, as well as examine the provisions in an acquisition agreement that are most important to lenders, such as those specifically related to the financing and the lender, representations regarding the seller and target (if different), the indemnities provided by the seller, and any anti-assignment or transfer provisions.

Listen as our authoritative panel discusses the challenges of closing an M&A transaction on terms consistent with the requirements of an acquisition lender and explains how each aspect of the acquisition and the acquisition financing impacts the other.



  1. Role of acquisition lender in M&A transactions
  2. Loan commitments
  3. Structure of transaction: impact on financing terms
  4. Reps and warranties: MAC clauses
  5. Interaction of acquisition loan with other loans: intercreditor agreements
  6. Purchase price adjustments and earn-outs
  7. Indemnities: seller and buyer


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?


Schernecke, Matthew
Matthew Edward Schernecke

Hogan Lovells

Mr. Schernecke advises direct lenders, mezzanine investment funds, and venture capital investors in a variety of debt...  |  Read More

Stein, Robert
Robert J. Stein

Goodwin Procter

Mr. Stein practices in the firm’s Debt Finance and Private Equity groups. His practice focuses primarily on...  |  Read More

Access Anytime, Anywhere

Strafford will process CLE credit for one person on each recording. All formats include course handouts.

To find out which recorded format will provide the best CLE option, select your state:

CLE On-Demand Video