The M&A Source will be offering a day of workshops on Wednesday, June 16th geared towards educating its membership and inciting advancements in this growing industry. The following topics are currently being developed into workshops for the 16th.  We hope to see you in Orlando to participate in these discussions.  More information to come soon!

How to Close Difficult Deals Using M&A Insurance Products

The allocation of risk between buyer and seller is one of the myriad ways deal negotiations can fall through, and is often the fulcrum for deal success or failure.  In today’s economic climate, acquirers are even more risk averse and getting to the close may be even more challenging.  Buyers want to hold sellers responsible for post closing claims or liabilities and financial statement authenticity, whereas sellers want to create as much certainty and finality about their consideration as possible.  This struggle is typically over legal mechanisms like representations and warranties, indemnifications, holdbacks and baskets.  

Mary McDougall Duffy, JD and Managing Director of Aon Private Equity & Transactions solutions will discuss insurance mechanisms to address representations & warranties, tax indemnities and other transaction related issues may provide the tools needed to manage both parties’ needs for risk mitigation – and save the deal.  This workshop is derived from a series of Continuing Legal Education lectures, but tailored for The M&A Source:

• Insurance products available in merger and acquisition transactions
• Case studies on buyer/seller representations and warranties insurance, tax insurance, litigation buyouts and contingent liabilities
• Considerations in negotiating a transactional insurance policy

Overcoming Obstacles When Working With PEG's

During a panel discussion comprised of well-seasoned M&A Intermediaries, regarding issues and problems that arise while working with Private Equity Groups, learn solutions to the potential roadblocks, ranging from simple miscommunications to LOI terms, disputes and closing issues that may occur during the transaction.

 

Creating a Sense of Urgency for Sellers in 2010

Panelists:  Monty Walker, CPA; Robert Groag, Main Source; and a marketing representative from Constant Contact

Workshop Summary:   2010 is the year for M&A Advisors to jumpstart their practices and rebound from 2009.  Now is the time for Advisors to create a sense of urgency for Sellers to want to sell in 2010.  The purpose of this workshop is to provide participants with the “ammunition” needed to create this sense of urgency, as well as how to get this message communicated to prospective sellers.

Right From the Start: Negotiate the M&A Client/Intermediary Representation Agreement You Want – And Need

The M&A Process Flow begins with positioning the Client/Intermediary relationship, and that first step culminates with signing the engagement agreement.  While some intermediaries use very short, generalized letters of agreement to define the terms of the engagement, others will use a detailed, multi-page contract that not only details the relationship, but also addresses contingencies in the event of specified occurrences.  Regardless of approach, there are certain elements that should be in all representation agreements, and others that the prudent intermediary will want to have.  Further complicating the picture, what may begin as a straight asset sale engagement can change forms through the course of a deal, such as to a securities transaction and/or to a short term joint venture with a later option to purchase (more likely when intellectual property is involved).  Advance planning at the beginning stage can avert later difficulties.

This instructive session, presented by Gregory C. Yadley of Shumaker, Loop & Kendrick, LLP and Terence M. Kelly  of DORSEY & WHITNEY LLP,  will discuss standard elements that all representation agreements should include, as well as many optional elements that may be prudent to secure the intermediary’s income, by reducing risk and wasted time.  Some of the issues to be discussed are:

• Retainers and/or upfront fees for services rendered prior to transaction close
• Fiduciary duties to principals
• Whether to describe the services that will be rendered and the implications of doing so
• Implication of representing both parties, e.g. “dual agency”
• Assignment to broker-dealer (if applicable)
• Anticipating non-sale outcomes, like interim joint ventures, licensing and operating agreements
• Indemnification implications
• Mediation, arbitration and litigation
• Back out fees, and more

Mezzanine Finance: It’s Use and Characteristics

M&A professionals have discovered the lending sources and requirements along with the capital structure for closing deals has changed.  The simplicity of merely seeking senior and junior sub-debt as in days past no longer works  This discussion panel will provide an overview of the use and characteristics of Mezzanine Finance - where to locate these sources, what they look for and require in transactions, and how to plan for the capital structure so deals can close.