Structuring M&A Transactions for Economic Uncertainty: Deal Points, Financing, MAC Clauses, Reps and Warranties

A live 90-minute premium CLE video webinar with interactive Q&A


Wednesday, April 7, 2021

1:00pm-2:30pm EDT, 10:00am-11:30am PDT

Early Registration Discount Deadline, Friday, March 12, 2021

or call 1-800-926-7926

This CLE webinar will analyze various ways in which risks associated with the COVID-19 pandemic are currently being addressed in M&A transactions. The panel discussion will include a discussion regarding the latest M&A litigation in the wake of COVID-19 and key provisions such as MAE clauses, operating covenants, and reps and warranties; financing concerns; and due diligence.

Description

Uncertainty created by the novel coronavirus has impacted all aspects of M&A transactions. Valuation and deal pricing have become more difficult, resulting in greater reliance on contractual provisions. Buyers who executed deals before the COVID-19 outbreak may seek to renegotiate deal terms or try to get out of deals altogether, placing greater importance on pre-closing operating covenants.

Acquisition financing has also become more difficult, and deals requiring financing are taking longer to close. Financing terms are evolving to address the risks associated with COVID-19, and other deal terms are being revised in light of the new financing risk.

MAE clauses should be reconsidered in light of specific metrics, timelines, and deadlines for events that could trigger an MAE. Reps and warranties should also be expanded to address the current and future impact of the outbreak on the target, its key customers, and key suppliers.

Listen as our authoritative panel discusses the coronavirus epidemic's issues and how they are currently being addressed in M&A transactions.

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Outline

  1. Addressing COVID-19 in acquisition agreements
    1. Financing contingencies
    2. Operating covenants
    3. Representations and warranties
    4. MAE clauses
  2. Due diligence and deal process

Benefits

The panel will review these and other key issues:

  • What should buyers and sellers do to protect their interests in deals that are in process as the COVID-19 epidemic progresses?
  • What due diligence matters have become more important since the outbreak?
  • How has COVID-19 impacted valuation considerations and price adjustments?
  • How has it affected operating covenants and reps and warranties?

Faculty

Bowling, Jack
Jack Bowling

Partner
Stinson

Mr. Bowling is Chair of the firm’s Corporate Finance Division. He focuses his practice on corporate finance, with...  |  Read More

Edgar, David
David A. Edgar

Partner
K&L Gates

Mr. Edgar provides strategic corporate and transactional advice on a national and international basis. His practice...  |  Read More

Pellegrino, Frank
Frank M. Pellegrino

Member
Bass Berry & Sims

Mr. Pellegrino advises public and private companies in a broad range of transactional, corporate governance and...  |  Read More

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