Structuring Joint Bidding Agreements for Private Equity Funds in M&A: Key Considerations
Confidentiality, Engagement of Advisors, Due Diligence, Cost Sharing, Communications Protocols, Deal Structuring
Recording of a 90-minute premium CLE webinar with Q&A
This CLE course will examine legal and tactical issues which should be considered by private equity and alternative investment funds when they elect to participate jointly in bidding for a target company or asset. The panel's discussion will include key considerations that should be addressed in a joint bidding agreement.
- Permissible use of joint bidding agreements in M&A auctions and other scenarios
- Transaction structuring matters
- Confidentiality obligations and noncompetition covenants among co-bidders
- Selection and engagement of third-party transaction advisors
- Communications protocol between the consortium and the target
- Cost sharing
- Due diligence planning
- Termination and withdrawal rights
The panel will review these and other key issues:
- What are the upfront issues to resolve before entering into a joint bidding agreement?
- How should the parties address the engagement of transaction advisers, or conducting due diligence on assets to be acquired, in the joint bidding agreement?
- What are the primary concerns regarding communications with the target during the auction process and what should the joint bidding agreement say about such communications?
- When should parties be entitled to withdraw from or terminate a joint bidding relationship and how should transaction costs be allocated?
Sawyer D. Duncan
King & Spalding
Mr. Duncan is a member of the firm’s Corporate, Finance & Investments Practice Group. His practice focuses on... | Read More
Mr. Duncan is a member of the firm’s Corporate, Finance & Investments Practice Group. His practice focuses on representation of publicly-traded and privately-held companies in mergers and acquisitions, capital raising activities, shareholder activist defense and general corporate governance matters. Mr. Duncan also advises private equity funds and financial sponsors in connection with leveraged buyout transactions, dividend recapitalizations, and new platform acquisitions. A substantial portion of his practice has involved cross-border transactions, energy investments and infrastructure capital projects covering Canada, Mexico, Europe, Africa, Japan, Australia, Russia, China and Brazil. Mr. Duncan has deep sector experience in the energy and metals space, including LNG, oil and gas, coal, biocoal, lithium, cobalt and steel.Close
King & Spalding
Mr. Patel focuses on mergers and acquisitions, joint ventures and strategic corporate transactions. He is co-chair of... | Read More
Mr. Patel focuses on mergers and acquisitions, joint ventures and strategic corporate transactions. He is co-chair of the firm’s Global Private Equity/M&A practice and recently completed a term of service on our Policy Committee, the firm’s governing and management group. Mr. Patel has been at the firm for over twenty years.Close