Acquisition Financing in M&A Transactions: Reconciling Deal Terms With Loan Terms and Closing Conditions
Recording of a 90-minute CLE webinar with Q&A
This CLE webinar 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 financing impacts the other, and the role of both the buyer and the target company in successfully closing a financed acquisition.
Outline
- Role of acquisition lender in M&A transactions
- Loan commitments
- Structure of transaction: impact on financing terms
- Reps and warranties: MAC clauses
- Interaction of acquisition loan with other loans: intercreditor agreements
- Purchase price adjustments and earn-outs
- Indemnities: seller and buyer
Benefits
The panel will review these and other key issues:
- What should the parties in an M&A transaction do to ensure that their closing requirements match those of the acquisition lender?
- How might the deal terms and ultimate financing structure of the entity affect the terms of an acquisition loan?
- What kinds representations and warranties will a lender require from the target company 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?
Faculty

Anne I. Bandes
Partner
Morgan, Lewis & Bockius
Ms. Bandes represents leading financial institutions and borrowers in a variety of domestic and international... | Read More
Ms. Bandes represents leading financial institutions and borrowers in a variety of domestic and international commercial finance transactions spanning across economic sectors including technology, transportation, energy, manufacturing, distribution, entertainment, sports teams, insurance, and others. Her practice is primarily focused on cash flow and asset-based financings; acquisition and other leveraged financings; cross-border financings; first lien, second lien, and mezzanine financings; private placements; and restructurings, workouts, and bankruptcies.
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Terrence L. Dugan
Partner
Morgan, Lewis & Bockius
With a focus on the energy and media sectors, Mr. Dugan advises clients on U.S. and international finance, project... | Read More
With a focus on the energy and media sectors, Mr. Dugan advises clients on U.S. and international finance, project finance, construction and development, syndicated bank lending, institutional lending, workouts, and mergers and acquisitions. His practice includes complex multijurisdictional financings, note purchase transactions, lease finance, and structured finance.
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Matthew Edward Schernecke
Partner
Morgan, Lewis & Bockius
Mr. Schernecke advises second lien and mezzanine investment funds on loans and other investment transactions with a... | Read More
Mr. Schernecke advises second lien and mezzanine investment funds on loans and other investment transactions with a wide range of borrowers across industry classes and of all sizes, types, and structures. He also advises private equity clients on leveraged buyouts and corporate borrowers on domestic and international acquisition-related financings, real estate financing, out-of-court restructurings, bankruptcy matters, and workouts. His borrower-side client base encompasses diverse industries, including real estate funds, media, Internet, food and beverage, and traditional and Internet retailers.
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