Financing-Related Provisions in Acquisition Agreements
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE course will provide an overview of critical financing-related provisions in acquisition agreements from multiple perspectives and provide a conceptual understanding of how the provisions in question interplay with the goals of the particular party. The panel will review example provisions and provide practical strategies for adapting these provisions to protect the buyer, seller, or lender, as applicable.
Outline
- Overview of acquisition financing and the historical origins of modern financing risk-allocation provisions
- Conceptual framework: key definitions and representations and the importance of conditionality and timing considerations
- Seller’s financing cooperation covenant: considerations for marketing, diligence and documentation matters
- Buyer’s financing covenant: the importance of post-signing flexibility
- Lender-protective provisions: Xerox
Benefits
The panel will review these and other key issues:
- The importance of limiting conditionality and the interplay between committed debt financing and the acquisition agreement
- Considerations in drafting and negotiating financing cooperation covenants, including a general overview of financing diligence and marketing requirements
- Anticipating needs for post-signing flexibility with respect to debt commitments, including covenants governing the buyer's ability to modify or replace its committed debt financing
- Lender-protective provisions (i.e., "Xerox" provisions)
Faculty
Tom Brower
Of Counsel
Gibson, Dunn & Crutcher
Mr. Brower's practice focuses on advising corporate borrowers, private equity sponsors and their portfolio... | Read More
Mr. Brower's practice focuses on advising corporate borrowers, private equity sponsors and their portfolio companies, investment funds, and other financial institutions in a variety of domestic and cross-border financing transactions, including leveraged acquisitions and recapitalizations, asset-based financings, and working capital facilities.
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Yair Y. Galil
Of Counsel
Gibson, Dunn & Crutcher
Mr. Galil is a member of the Firm's Global Finance Practice Group. He represents a variety of clients,... | Read More
Mr. Galil is a member of the Firm's Global Finance Practice Group. He represents a variety of clients, including sponsors, issuers, financial institutions and investment funds, in complex financing transactions. The business contexts for these transactions have ranged from ordinary-course credit increases and refinancings to pivotal credit such as acquisition financings and debtor-in-possession and bankruptcy exit financings, as well as special-circumstances transactions such as debt buybacks and covenant relief amendments.
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Jin Hee Kim
Partner
Gibson Dunn & Crutcher
Ms. Kim is a Global Finance partner in the New York office of Gibson, Dunn & Crutcher. She has extensive experience... | Read More
Ms. Kim is a Global Finance partner in the New York office of Gibson, Dunn & Crutcher. She has extensive experience advising sponsors, borrowers, arrangers, agents and lenders, including alternative credit providers, complex U.S. and international syndicated loan transactions, and direct lending financing. Ms. Kim’s experience spans various sectors, including biotech, fintech, renewables, manufacturing, telecommunications, media, gaming and financial services. Her private equity sponsor clients have included Veritas Capital, Elliott Investment Management, Suvretta Capital Management, L. Catterton, Oak Tree Capital, Eurazeo North America, Aurora Capital and Banco BTS Pactual S.A. She also represents public company clients in their financings, including Coupang, Excelerate Energy and BioCryst Pharmaceuticals.
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