The M&A Auction Process: Seller Preparation, Managing Multiple Bids, Negotiating With Preferred Bidders
Preparing Initial Bid Package and Form Contract, Pros and Cons of an Auction vs. Bilateral Sale
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE course will examine the M&A auction process from the standpoint of the seller. The panel will discuss preparing the initial bid package, including the confidential information memorandum and form contract, and how best to respond to contract revisions and due diligence requests from multiple bidders. The panel will also discuss the advantages and disadvantages of an auction vs. a negotiated sale and why certain companies may not be suited for sale by auction.
- M&A auctions: advantages and disadvantages vs. negotiated sale, determining the suitability and broadness of an auction
- Preparing for an auction: retaining advisers, preparing a bid package, and other key steps
- Conducting the auction
- Determining bidder list and initial outreach
- Confidentiality agreements and distribution of bid package to bidders
- Management presentations and due diligence by bidders
- Contract markups and negotiations between seller and one or more preferred bidders
- Choosing winning bidder: evaluating multiple bid letters and contract revisions, and considering role of exclusivity
The panel will review these and other key issues:
- What aspects of a company's business or industry dynamics might make it unsuitable for a sale by auction?
- What internal steps should be taken, and which professional advisers should be retained before proceeding with an auction?
- What documentation and information should be included in the bid package?
- How should sellers manage the process efficiently, including navigating multiple due diligence requests and contract markups?
Cravath, Swaine & Moore
Ms. Maswoswe’s practice focuses on mergers and acquisitions, activist defense, corporate governance and general... | Read More
Ms. Maswoswe’s practice focuses on mergers and acquisitions, activist defense, corporate governance and general corporate matters.
She has broad experience across various industries. Ms. Maswoswe is a former investment banker at Goldman Sachs, where she focused on M&A and capital markets transactions in the technology and media sectors.