Financing-Related Provisions in Acquisition Agreements
A live 90-minute premium CLE video webinar with interactive 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 is a member of the firm’s Finance, Private Equity and Environmental, Social and Governance (ESG)... | Read More
Mr. Brower is a member of the firm’s Finance, Private Equity and Environmental, Social and Governance (ESG) Practice Groups. His practice focuses on advising private equity sponsors and their portfolio companies, corporate borrowers, investment and commercial banks and other financial institutions in a variety of domestic and cross-border debt financing transactions, including leveraged acquisitions and recapitalizations, recurring revenue facilities, sustainability-linked credit facilities, 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 Finance, Business Restructuring and Reorganization, and Environmental, Social and... | Read More
Mr. Galil is a member of the Finance, Business Restructuring and Reorganization, and Environmental, Social and Governance (ESG) Practice Groups. His practice focuses on advising sponsors, issuers, financial institutions and investment funds in a variety of financing transactions, including credit facilities, leveraged acquisitions, dividend recaps, debt buybacks, out-of-court capital restructurings, and debtor-in-possession exit financings. Mr. Galil also frequently performs credit analyses on a borrower’s debt instruments and advises on vulnerabilities and potential restructuring approaches.
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Jin Hee Kim
Partner
Gibson Dunn & Crutcher
Ms. Kim has extensive experience advising sponsors, borrowers, arrangers, agents and lenders, including private credit... | Read More
Ms. Kim has extensive experience advising sponsors, borrowers, arrangers, agents and lenders, including private credit providers on complex U.S. and international financing transactions. Her experience spans various sectors, including renewables, biotech, fintech, manufacturing, telecommunications, media and financial services and various forms of financing, including acquisition financings, “hybrid” cash flow/revenue and project-style financings in the solar and renewables space, unitranche and mezzanine financings and royalty and other asset based financings and asset monetization transactions.
CloseEarly Discount (through 07/11/25)