Francine Way

MAY 14, 2017

To be explicitly clear, I am recommending the use of the following ranked capital sources when paying for an acquisition: cash (from the balance sheet), debt (at a reasonable level), and equity. Similarly, not all corporate debt instruments are created equal and each comes with pros and cons.

Debt 130

Debt M&A Trading Capital 130

OfficeHours

AUGUST 25, 2023

The growth of private credit can be traced back to the Great Financial Crisis of 2008-2009. In particular, new guidelines from the FDIC and Federal Reserve (among other governmental agencies) made it more difficult for banks to underwrite financings that resulted in debt-to-EBITDA ratios in excess of 6.0x.

Private Equity 130

Private Equity Equities Debt Finance 130

Cooley M&A

SEPTEMBER 25, 2020

The decisions from the court on those preliminary matters, as well as the arguments raised by legal counsel, offer some valuable lessons for sellers considering sale transactions that require debt financing, and may motivate sellers to re-evaluate certain provisions and remedies that have become customary in those transactions.

Debt 40

Debt Finance Finance Private Equity 40

The M&A Lawyer

SEPTEMBER 23, 2015

Interestingly, while M&A lawyers often get fairly animated in negotiating whether to include the word “prospects” in the MAE definition, they do not similarly struggle with inclusion of the “could reasonably be expected to have” language, which should be viewed by a court as having the same effect. 29 2008) , and.

M&A 130

M&A Mergers and Acquisitions Negotiation IT 130

Francine Way

MAY 16, 2017

How many of us know people who lost their homes in the 2008 mortgage crisis? We have spent the last few posts looking at debt and it can be useful to a corporate borrower; as well as negative impacts debt can pose to the capital structure. There are many different kinds of debt providers: banks, bondholders, hedge funds, etc.

Debt 130

Debt M&A Equities Capital 130

Cooley M&A

MAY 11, 2020

We have seen this exclusion receive increased attention in ongoing negotiations, but expect it to become commonplace consistent with the prevailing theory underlying MAE definitions that exogenous factors generally should not count toward a material adverse effect (except to the extent they disproportionately affect the relevant company).

Mergers and Acquisitions 40

Mergers and Acquisitions M&A Finance Finance 40

Cooley M&A

MARCH 17, 2020

During the 2008 financial crisis, it was reported that the number of proxy fights increased by 14% year over year and the number of unfriendly transactions nearly doubled (unfriendly transactions representing 23% of public deals announced in 2008, as compared to 12.4% M&A Negotiations and Deal Terms. of deals in 2007).

Negotiation 40

Negotiation M&A Stock Insurance 40