This seminar will provide attendees with the knowledge to assist their clients in preparing for purchases and sales of businesses, understanding the transaction process and the written agreements and, most importantly, closing transactions successfully. The anatomy of a transaction will be discussed from the initial planning stages, through the negotiation of the structure of the deal as ultimately represented in a letter of intent, the due diligence typically performed by buyers, preparation of the written agreements and the areas of difference (i.e., the key economic issues) between buyers and sellers of business, and the roles professionals play in this process.
You will come away from the seminar with a better understanding of the acquisition process. More importantly, attendees will have a better understanding of the different types of transactions, and the economic and legal reasons for choosing one type of transaction structure (e.g., asset vs. stock purchase) as compared to alternative structures. The seminar will also provide the framework for advisors to understand the principal issues, understand the documentation and successfully close transactions.
- The process of buying and selling a business
- When to bring in third party advisors
- Tax advantages of stock vs. asset purchases
- Employee benefit plan, environmental and successor liability issues
- Alternatives for creative financing
- What to watch for and hold firm on when negotiating a transaction
8:30 a.m. - 9:15 a.m.
I. Pre-Sale Planning For The Transaction
A. Opening Remarks
B. Anatomy And Structure Of Transactions
C. Pre-Sale Planning As An Every Day Objective (Financial Statement, Related Party And Customer And Supply Contract Issues)
D. Estate Planning As Part Of Pre-Sale Process
E. Regulated Entities And Pre-Sale Planning
F. Unique Issues Created By Minority Shareholders
9:15 a.m. - 10:30 a.m.
II. Getting Into The Deal
A. Overview Of The Transaction Process
B. Seller's Side Of The Sale Process And How To Use Professional Advisors
1. Maximizing Value: Creating An Auction Process
2. When To Hire An Investment Banker Or Broker-Dealer
C. Letters Of Intent/Confidentiality Agreements And How To Use Them
1. Why Bother? The Importance Of Letters Of Intent And Confidentiality Agreements
2. What They Should Say And How They Should Say It
D. Tax Considerations For Maximizing After-Tax Cash To Sellers
10:30 a.m. - 10:40 a.m.
10:40 a.m. - 11:30 a.m.
III. Financing Options
A. Using Tax Exempt Notes, Taxable Notes And Tax Increment Financing To Fund An Acquisition
B. Use Of Conventional Financing From Banks And Other Financial Institutions
11:30 a.m. - 12:00 p.m.
IV. Due Diligence Process
A. Pre-Sale Due Diligence
B. Due Diligence Process (Stock Acquisitions, Asset Acquisitions, Mergers And Other Types Of Transactions)
C. How Due Diligence Impacts Representations And Warranties In Acquisition Documents
12:00 p.m. - 1:00 p.m.
1:00 p.m. - 1:50 p.m.
V. Stock Purchase Agreement
A. Role Of Documents
B. Purchase Price And Payment Structures
C. Closing Structures
D. Pre- And Post-Closing Covenants
E. Representations And Warranties – Risk Allocation
F. Indemnification Provisions
1:50 p.m. - 2:35 p.m.
VI. Asset Purchase Agreement
A. Description Of Assets
B. Additional/Different Representations And Warranties
C. Third Party Consents
D. Indemnification Issues
E. Successor Liability Issues (e.g., Environmental, Employee, etc.)
F. Transitional Services
2:35 p.m. - 2:45 p.m.
2:45 p.m. - 4:05 p.m.
VII. Unique Aspects Of Transactions
A. ERISA/ESOP Issues
B. Intellectual Property Issues
C. Environmental And Real Estate Issues
D. Employment Workforce And Notice Issues
E. Hart Scott Rodino (HSR) Issues
1. Does The Transaction Qualify? Testing The Transaction
2. Oh No, Now What To Do? What Qualifying Under HSR Means
F. Successor Tax Liability Issues
4:05 p.m. - 4:30 p.m.
VIII. Unique Types Of Acquisitions
A. Sales In Bankruptcy Proceedings Under Section 363
B. Unique Aspects Of Mergers
4:30 p.m. - 5:00 p.m.
IX. Question And Answer Session