Structuring M&A Transactions In the Wake of COVID-19: Deal Points, Financing Concerns, MAC Clauses, Reps and Warranties

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


Conducted on Wednesday, May 13, 2020

Recorded event now available

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Program Materials

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 as well as 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 affected all aspects of M&A transactions. Valuation and deal pricing have become more difficult, resulting in greater reliance on contractual provisions. Buyers that executed deals before the COVID-19 outbreak are renegotiating deal terms or trying 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 issues presented by the coronavirus epidemic 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 the coronavirus affected valuation considerations and price adjustments?
  • How has it affected operating covenants and reps and warranties?

Faculty

Horvath, Rick
Rick S. Horvath

Of Counsel
Paul Hastings

Mr. Horvath serves as a trusted advisor on a range of corporate governance matters, representing boards of directors,...  |  Read More

Malik, Thaddeus
Thaddeus J. (Thad) Malik

Partner, Corporate Department
Paul Hastings

Mr. Malik is the chair of the Global Mergers & Acquisitions practice and is a member of the firm’s Policy...  |  Read More

Razzano. Elizabeth
Elizabeth A. Razzano

Partner
Paul Hastings

Ms. Razzano’s practice focuses on mergers and acquisitions, securities and capital markets, and corporate...  |  Read More

Snow, Holly
Holly E. Snow

Partner, Corporate Department
Paul Hastings

Ms. Snow focuses her practice on leveraged finance and other debt financing transactions. She represents clients in a...  |  Read More

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