Kevin Miller presented, "Board's View of Leveraged M&A," during this seminar hosted by the New York City Bar Association. Kevin's presentation included the following topics:
- Fiduciary Duties
- Conditionality
- Stapled Finance
- Financial Advisor Conflicts
This program explored the issues that arise, as well as current market practice, in structuring, negotiating, documenting and completing M&A transactions with private equity or strategic buyers involving debt financing of a portion of the purchase price. The program topics included, among others, financing and financing-related conditions, financing covenants, syndication mechanics, definition of "required information," fraudulent transfer risk, solvency opinions and representations, reverse termination fees, specific performance and damages remedies for buyer breach, debt commitment letters and limited guarantees by sponsors.
May 13, 2011
New York City Bar/ New York, NY