Structuring M&A Financing: New Strategies for the Current Market

Evaluating the Alternatives and Securing the Optimal Deal

Recording of a 90-minute premium CLE webinar with Q&A

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Conducted on Wednesday, August 12, 2009

Course Materials

This seminar will examine the most common terms and structures being used by M&A counsel to keep deals flowing in the current economy. The panel will evaluate financing and structure alternatives and provide strategies for counsel to buyers and sellers to minimize risks in various structures to close deals.


Buyers and sellers are responding to the shortage of traditional financing for M&A deals by devising creative strategies for structuring deals. Businesses are using earnouts, rollups, joint ventures and other deal terms and structures to keep deals alive in the current market.

Companies considering using alternative financing techniques for M&A transactions face a number of legal, tax and financial risks. Counsel must carefully assess the benefits and risks of each structure to properly advise their clients.

Listen as our panel of M&A attorneys and an investment banker evaluates the benefits and risks of the terms and structures being used to facilitate M&A deals in the current market. The panel will offer strategies for buyers and sellers for structuring the best acquisition deal.



  1. Current market trends
  2. Financing the deal
    1. Subordinated financing
    2. Minority equity
    3. Earnouts
    4. Seller notes
  3. Consummating the transaction
    1. Post-closing purchase price payments
    2. Simultaneous acquisitions
    3. Rollups
    4. Asset swaps
    5. Joint ventures
    6. Buying companies with net operating losses
    7. Restructuring existing debt of a company


The panel will review these and other key questions:

  • What new strategies are being used to facilitate M&A deals in the absence of traditional financing?
  • What are the most common deal terms buyers and sellers are negotiating and the benefits and risks of each?
  • What are the key tax issues to understand and consider for each deal structure alternative?
  • What are the best practices for counsel on both sides of the deal when negotiating terms?


Chelsea A. Grayson
Chelsea A. Grayson

Jones Day

She advises emerging and established companies, focusing primarily on mergers and acquisitions, distressed mergers and...  |  Read More

Lindsey Alley
Lindsey Alley

Managing Director
Houlihan Lokey

He advises public and private clients, boards of directors and special committees on sellside and buyside mergers and...  |  Read More

Stuart M. Finkelstein
Stuart M. Finkelstein

Skadden Arps Slate Meagher & Flom

He represents clients on a wide range of tax matters, with particular emphasis on mergers, acquisitions and...  |  Read More

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