Description
Understand current strategy in mergers and acquisitions in a changing and uncertain environment.This topic will provide attendees with a better understanding of mergers and acquisitions in the current environment. COVID19 has had a great impact on the number of bankruptcy filings with more expected, especially in the oil and gas, retail, hospitality, and travel industries. Learn strategies involved in drafting and negotiating acquisition agreements in the current environment. Understand the process of buying assets in bankruptcy. Take this opportunity to create new value by combining your resources with those of other companies.
Date: 2020-06-30 Start Time: End Time:
Learning Objectives
Market Overview
• Pre-COVID-19 M&A Market
• Even Before COVID-19, Increase in Bankruptcy Filings Started in Middle of 2019
• Over 187,000 Bankruptcy Filings in 2020 as of March
• Expect Surge in Bankruptcy Filings Caused by COVID-19
• Oil and Gas; Travel/Airline; Hospitality; Retail
Pre-Deal Documents and Issues in the Current Environment
• Recent Changes in the Art of Deal Making • Deal Sourcing/Marketing Considerations
• Confidentiality Agreements, Letters of Intent, and Preliminary Due Diligence
• Choosing the Deal Structure
• Establishing the Purchase Price
Drafting and Negotiating the Acquisition Agreements in the Current Environment
• Purchase Price Adjustment Issues and Considerations
• Earn-out Issues and Considerations
• Risk Allocation • Significance of Business Representations and Warranties
• Risk Allocation • Sources of Indemnification (Escrows/Holdbacks, Guaranties, R&W Insurance, etc.)
• Increased Transaction Scrutiny (CFIUS, PPP Loan Affiliation Issues, Antitrust Review, etc.)
• Closing Conditions and Defining Material Adverse Effect
Buying Assets in Bankruptcy
• Chapter 11 Exit Strategy
• Nuts and Bolts of Section 363 Sale
• Free and Clear
• Other Benefits of Sale Order
• Managing Successor Liability Risk
• Practical Considerations
• What Should Be in the Sale Order
• Chapter 11 Plan
• Pre-Arranged Chapter 11
• Prepacks
Assumption of Executory Contracts and Unexpired Leases
• Cum Onere
• Cure and Adequate Assurance of Prompt Cure
Assignment of Executory Contracts and Unexpired Leases
• Adequate Assurance of Future Performance by Assignee
• Anti-Assignment Provisions
Steven (Steve) R. Cade-Foley & Lardner LLP, Joanne Molinaro – Foley & Lardner LLP, Christopher Rasmussen – Foley & Lardner LLP
