Anatomy of an M&A Transaction

(4588 Ratings)

Produced on: February 17, 2016

Course Format On Demand Audio

Taught by

Categories:

Course Description

Time 91 minutes
Difficulty Beginner

This class provides an overview of the main considerations involved in buying a business and the principal provisions included in the related legal documents. Acquisitions by way of stock purchase, asset purchase and merger are all considered, with differences among those transaction types highlighted. Differences in approach between public company and private equity transactions are also discussed.

Topics to be covered include legal due diligence; the use of confidentiality agreements, exclusivity agreements, and letters of intent; and preparation of disclosure schedules. The structure and principal provisions of an acquisition agreement are also reviewed, with attention to the following: consideration (including earnouts and purchase price adjustments); representations and warranties; covenants (including both interim operating covenants and post-closing covenants); closing conditions (including required consents); Material Adverse Effect provisions; termination; and indemnification (including escrows).

 

Learning Objectives:

I.     Gain an overview of the process for acquiring or selling a business, from beginning to end

II.    Identify the most important considerations in selecting the legal structure for a particular transaction

III.   Understand the role and scope of the principal legal documents employed in acquisition transactions

IV.   Analyze the nuances of key provisions of acquisition agreements

 

 

Faculty

Margaret I. Butler

Greenberg Traurig, LLP

Margaret Isa Butler focuses her practice on mergers, acquisitions and joint ventures, including real estate, asset management and cross-border transactions. She also assists institutional limited partners with their fund investments and co-investments.

Margaret has broad deal advisory and execution experience, and she takes an interdisciplinary approach to her work, owing to her MBA and her experience as an investment banker. She has led the execution of complicated transactions and designed custom structures for investments, participations and business combinations. In the traditional M&A context, she has engaged in buy-side and sell-side representations, including public company takeover defense and shareholder activism.


Areas of Concentration

  • Mergers, acquisitions and joint ventures
  • Private equity and real estate fund limited partner investments and co-investments


Significant Representations

  • Development of the Kingsbridge National Ice Center by KNIC LLC.
  • Programmatic joint venture between Westmount Realty Capital, LLC and Partners Group AG.
  • Real estate fund investments by Colorado Public Employees' Retirement Association ( COPERA).
  • $1.8 billion acquisition of Gentiva Health Services Inc. by Kindred Healthcare Inc.
  • Acquisition of Acument Global Technologies, Inc., an affiliate of Platinum Equity, LLC, by Fontana America Inc.
  • Acquisition by SFX Entertainment, Inc. of React Presents, Inc., West Loop Management I, LLC, and Totem OneLove Group Pty Ltd.
  • Acquisition by Viggle Inc. of Choose Digital Inc., Dijit Media, Inc. and wetpaint.com, Inc.
  • Acquisition of AREA Property Partners, L.P. by Ares Management LLC.
  • $30 million Section 363 asset acquisition from Digital Domain Media Group, Inc. by Galloping Horse America, LLC.°
  • Acquisition of Advantage Resourcing Japan Business, an affiliate of Cerberus Capital Management L.P., by TechnoPro Holdings, an affiliate of CVC Capital Partners.°
  • $410 million acquisition of Advantage Resourcing America, Inc. and Advantage Resourcing Europe, B.V., affiliates of Cerberus Capital Management L.P., by Recruit Co., Ltd.°
  • Joint Venture for a Real Estate Development, led by Mount Kellett Capital Management LP.°
  • $4 billion acquisition of Talecris Biotherapeutics by Grifols SA.°
  • $45 million acquisition of majority interest in PrinceRidge Holdings LP by Institutional Financial Markets Inc.°
  • Acquisition of majority interest in Keane Group Holdings LLC by KG Fracing Acquisition Corp., an affiliate of Cerberus Capital Management L.P.°
  • $500 million acquisition of the Illumination and Detection Solutions Business of PerkinElmer, Inc. by Excelitas Technologies Corp., an affiliate of Veritas Capital Fund Management, L.L.C.°
  • Joint Venture to develop Hudson Yards between Related Cos. and Ontario Municipal Employees Retirement System (OMERS).°
  • Acquisition of United Toll Systems LLC by Roper Industries, Inc.°
  • $60 million acquisition of Changing Worlds Ltd. By Amdocs.°
  • Acquisition of Atreus Systems by Sonus Networks.°
  • Attempted $25 billion acquisition of Sallie Mae by J.C. Flowers and Co.°
  • $300 million offering of Metals USA Holdings Corp.°

  • $150 million offering of Metals USA Holdings Corp.°
  • $2.8 billion acquisition of The Reynolds and Reynolds Company by Universal Computer Systems Holding, Inc.°
  • Acquisition of Allied Office Products by Office Depot, Inc.°
  • Private Placement of $10 billion of limited partnership interests of Apollo Investment Fund VI, L.P.°
  • Private placement of $8 billion of limited partnership interests of Warburg Pincus Private Equity IX, L.P.°
  • Acquisition of Priceless…Kid$, Inc. by PK Acquisition LLC.°
  • $500 million acquisition of Cole National Corporation by Luxottica Group S.p.A.°
  • Acquisition of Capital IQ, Inc. by The McGraw Hill Companies, Inc.°
  • Investment in Scientific Games Corporation by MacAndrews and Forbes Holdings Inc.°
  • $2.2 billion acquisition of Chateau Communities, Inc. by Hometown America, L.L.C.°

°The above representations were handled by Margaret Isa Butler prior to her joining Greenberg Traurig, LLP.


Professional & Community Involvement

  • Advisory Board, Private Equity Program at Columbia Business School, July 2012-Present
  • Member, New Vic Council at the New Victory Theater, July 2015-Present
  • Board of Directors, Lehman Center for the Performing Arts, June 2012-Present
  • Leader, Harvard Club of New York Mergers and Acquisitions Group, September 2009-Present
  • Member, Mergers and Acquisitions Committee of the New York City Bar Association, September 2009-June 2012
  • Board Member, Columbia Business School Alumni Club of South Florida


Awards & Recognition

  • Listed, Super Lawyers magazine, New York Metro Super Lawyers, "Rising Stars," 2014
  • Listed, The M&A Advisor, "40 Under 40," 2013
  • Shortlisted, Euromoney Legal Media Group’s Americas Women in Business Law Awards, "Corporate Rising Star," 2013
  • Team Member, Corporate Board Member magazine and FTI Consulting Inc., one of "America’s Best Corporate Law Firms," 13th Annual Legal Industry Study, 2013


Noteworthy Experience

  • Technology, Media and Telecommunications Investment Banking, Jefferies and Company, Inc., August 2007 – January 2010


Articles, Publications & Lectures

  • Presenter, "Impact Investing," Columbia Business School Private Equity Program Deal Camp, December 5, 2015
  • Mentioned, "Work-Life Balance Poses Challenges Regardless of Wealth," The New York Times, October 9, 2015
  • Judge, Private Equity Program Deal Camp Competition, Columbia Business School, February 17, 2015
  • Organizer, "Private Capital Today: Investment Strategies and Opportunities," Co-hosted by the Columbia Business

Reviews

RS
Ruth S.

Very good info!

MW
Misha W.

Ms. Butler's enthusiasm ignites interest in what might otherwise be considered a very dry, rote area of legal practice. Excellent beginner's level instruction on M&A deals for those interested in this area of the law.

JB
Jack B.

Really good presentation, very informative.

MB
Mark B.

Very well presented.

MB
Matthew B.

Great summary of material

GF
Gregory F.

Best course so far.

EM
Ellen M.

Outstanding course

MP
Marcus P.

Eyeopening pointers re a merger or acquisition of a company !

SR
Steven R.

excellent, interesting and comprehensive

DC
Daniel C.

Very good course. The speaker was very effective.

JL
Jem L.

Excellent!

GS
Grace S.

Ms. Butler's presentation was the best one for this CLE bundle!!!

KS
Kenneth S.

great pace of lecture great substantive lecture, great reresher

SR
Shahreen R.

This is a great course! Very comprehensive and substantive.

GL
Guy L.

A lot of information presented in a clear and engaging manner by an instructor who seems excited to share her vast knowledge. Wonderful course and best instructor I've seen yet at Lawline.

CG
Christopher G.

Great presentation.

DM
David M.

Very nice presentation. Well researched, presented and noted.

DD
Dave D.

First rate

JM
James M.

Terrific presentation.

SW
Susanne W.

She is excellent. I learned a great deal. Fantastic.

SK
Scott K.

Very good!

JB
James B.

great job

CW
Chet W.

Covered a very broad range of issues on the topic. Not the most exciting of presentations, but was thorough.

JB
John B.

Excellent Presentation

TM
Thomas M.

Great presentation.

BV
Brian V.

great content!

JM
James M.

I thought the presenter was excellent.

KM
Kenneth M.

Excellent presentation! This may be my favorite.

ED
Edward D.

She did a great job!

DL
Dorothy L.

Good subject discussion.

SJ
Stephen J.

One of the best courses on Lawline

EH
Elizabeth H.

Enjoyed speakers passion on the subject matter.

AM
Angie M.

she made the topic not be as complicated as I expected it to be.

AB
Arnold B.

Good class

AH
Andrea Kelli H.

Wow, this course was GREAT! I might try to reach out to the presenter, Margaret Butler, since we are in close proximity (NY/metro area). Great slides, comprehensive and substantive content, a definite WIN for CLE participants!

RM
Rondal M.

Very good overview

ST
Stacy T.

Outstanding presenter.

KD
Katherine D.

Great overview , very informative. Well presented.

SO
Stephanie O.

Excellent presenter; contagious enthusiasm for her subject; presentation was both broad and deep in certain areas.

DM
David M.

Wow, what a really great and helpful course. Terrific delivery and excellent materials.

LD
Laura d.

She was great!

EW
Elaine W.

Excellent CLE! The best, most informative and most practical CLE I have viewed and/or attended in over 30 years of practicing. Margaret Butler should think about becoming a law professor. She is knowledgeable, an excellent speaker and a born teacher. Thank you!

JH
joseph h.

Excellent clear and full exposition.

DH
David H.

excellent thorough presentation

SM
S M

Great, well-informed speaker.

GH
george h.

It is my opinion that the presenter of this course was well-prepared. Thank you.

TM
Tommy M.

Instructor was very engaging and made a complex topic understandable.

CS
carol s.

Fabulous engaged presentation that added tremendous value to me. Thank you

MM
Mark M.

Very good for a beginning practicioner.

JH
Jonathan H.

Best M&A 101 class I've seen.

MB
Michael B.

a lot of good information on M&A; thank you

DS
Darren S.

Great instructor. Very knowledgeable and engaging.

KC
Kristine C.

Excellent presentation

LT
Lisa T.

excellent course, speaker was very clear and informative, thank you

SW
Samuel W.

Great course!

LL
Libbi L.

She was great!

XH
XIAOFU H.

Very good speaker.

EG
Erik G.

As someone who doesn't regularly practice in this area, thought this program provided a good general overview to get a good overall feel of M/A.

AS
Allan S.

She is a great presenter. Well Done.

JH
James H.

Absolutely outstanding!

YT
Yolanda T.

Fantastic course

JM
Jed M.

Excellent course.

CF
Charles F.

Very comprehensive and well put together.

RF
Rosalie F.

She made an uninteresting subject interesting.

ES
Evan S.

Great course

HS
HYUNJI S.

Very Helpful!

CW
Chris W.

Incredibly difficult topic presented very clearly.

JK
Jacqueline K.

Very well organized - excellent presentation.

TM
Thomas M.

I've been a business and securities lawyer for 44 years, and this is the finest 90 minute CLE course ever presented on this subject matter.

SF
Steven F.

Good course

RB
Rosemarie B.

written materials were very helpful

GG
Gail G.

This was absolutely one of the best Lawline programs I have viewed. Thank you

LL
Lisa L.

Good program

CF
Carl F.

Excellent presentation; I liked presenters humor

DB
Dennis B.

Instructor was solid. Very impressive. I learned a great deal.

JT
Janet T.

Excellent presentation and easy for a beginner to follow.

JG
Julie G.

excellent

JW
John W.

Good

DG
Darla G.

Excellent 101 course!

RV
Ron V.

The course provided a number of interesting nuances that I will be able to use in M&A transactions.

VP
Victor P.

Fantastic - enjoyed the information and the presentation by someone who made it more interesting.

ME
Matt E.

Exceptional CLE.

JW
James W.

Well done!

JF
Jennifer F.

Appreciate her enthusiasm. Great teacher.

CR
Charles R.

Excellent presentation. Engaged speaker.

EF
Eric F.

Program and presenter were both outstanding!

KS
Kathryn S.

thanks

AA
Ada A.

Great presentation. She has lots of knowledge and shared it well.

JV
Joseph V.

Very good

UL
Uri L.

Excellent presenter and material

DG
David G.

Very informative

HV
Henry V.

Great presenter!

LS
Lorena S.

Excellent course and instructor was great in her presentation of the material!

ET
Elizabeth T.

I thought this was on of very best programs I have watched.

GP
Gordon P.

Excellent

JL
Juan Carlos L.

Excellent speaker with personality

BB
Betty B.

Good basic overview l

SC
Selina C.

I really enjoyed the lecturer.

TT
Terry T.

Best one yet!

LD
Louis D.

Excellent presentation on different types of mergers.

MH
M J H.

Amazing knowledge and am impressed with this delivery of a most often difficult topic.

DO
Darcy O.

GREAT job by the presenter. Well-organized and easy to understand, even for a litigator like me!!

BH
Brian H.

Long program but the speaker kept me engaged.

LL
lynn l.

Really good presenter.

LC
Lynn C.

I usually do not make extended comments on lecturers, but this was done exceptionally well. The course materials are very well done and clearly delineating between buyer and seller purposes and protections.

PO
Patrick O.

Excellent. Well worth the time. She's liking (that means sometime to me) and covered the matter extensively!

JW
Jonathan W.

Excellent.

SS
Steven S.

I've always wanted to practice this area of law and this walked me through it. Hope I get to put to use one day.

JF
James F.

excellent speaker

VC
Vivian C.

Very good presentation.

ML
Michael L.

Excellent and entertaining presentation

MB
Michele B.

favorite presenter so far. personable.

DM
Daniel M.

The speaker's pleasant demeanor and positive attitude made the presentation much better.

PG
Paul G.

Excellent presentation!

TW
Thomas W.

Excellent and thorough.

LM
Lauren M.

I enjoyed Ms. Butler's presentation style and found the slides to be very thorough.

DB
Deanna B.

Dynamic and engaging speaker. Great course!

KG
Kenneth B G.

One of the best speakers and courses in my experience---terrific!

CC
Craig C.

Plain speak was great

JK
james k.

What a wonderfully enthusiastic person -- a superb spokesperson for her topic.

TF
Thomas F.

WELL DONE

TT
Tommy T.

Great presentation to listen to more than once.

JG
JORGE G.

Excellent!

DG
Dennis G.

Great primer course on M&A transactions.

MB
Michelle B.

She was great, the best I have seen so far.

BR
Beverly R.

Excellent speaker

LS
Lois S.

Easy, conversational presentation.

PM
Pauline M.

Very well organized. The speaker is very easy to listen to!

CK
Christopher K.

good

PO
Paul O.

Thank you

JF
Jennifer F.

Good nuts-and-bolts lecture. And I love the cheerful and relaxed style of Margaret Butler. :)

MW
Matthew W.

I really liked that the speaker shared specific language from buyer and seller perspective. Nicely done!

PW
Pamela W.

Excellent

BR
Barbara R.

an excellent course, and well presented in simple to understand language.

LS
Larry S.

Extremely well done and informative.

AK
Alison K.

Good presentation.

CT
Cynthia J. T.

Yay! Great, insightful, experienced presenter! Margaret Butler on Lawline M&As is one I will listen to again & again. Really liked her initial joke about how many lawyers it takes to change a lightbulb

DP
David P.

Good presentation

KH
Kyle H.

This program was very well done.

JH
J. Donald H.

good program

JF
Joanne F.

excellent course

AM
ANTONIO M.

One of the great things about this kind of CLE is that this course like many others really provides practitioners with the know how and background to be helpful to your clients and better informed on the nuances of the subject matter.

LM
Larry M.

I thought Ms. Butler was outstanding

SW
Steven W.

Great material

BP
Brian P.

Loved your attitude!

LL
Lorenzo L.

Well organized and thorough explanation of Mergers and Acquisitions!

LR
lawrence r.

very clear and cogent presentation

DJ
David J.

This course was very informative.

MK
Mollie K.

very comprehensive!

HF
Harvey F.

Very informative. Thank you!

EH
Edward H.

This speaker knows her stuff! Good materials for the course.

LE
Linda E.

Excellent presenter. Appreciated the no-nonsense approach.

VM
Valerie M.

Great presentation! Speakers genuine interest and passion for the topic really came through

HF
Hailey F.

One of the best programs I've watched.

ST
Stephanie T.

very informative.

KT
Karen T.

Best CLE I have taken! She was awesome and content was awesome.

KR
Kristin Keely R.

Excellent speaker - she presented the information in a concise, but approachable format.

WG
William G.

Great presentation.

LM
Lillian M.

M. Butler was a delight to watch. Super engaging and informative.

PR
PRASHANTHA R.

Outstanding presentation. Great personality.

JL
Jennifer L.

I really liked her analysis and examples used throughout the course.

EF
Elizabeth F.

Strong speaker -good points on a complicated topic

GA
Gabriel A.

great program . Enjoyed the presenter!

SR
Sheila R.

The speaker is an excellent, thorough and approachable teacher. Very well done.

ES
Edward S.

A great overview and refresher course. The speaker was lively and passionate about the subject matter!

DE
Diane E.

good overview

MB
Michael B.

very insightful

MM
Matthew M.

This lecture was fantastic. A+ for the lecturer!

JA
John A.

Good overview

TF
Thelma F.

GREAT SPEAKER AND HELPFUL SLIDES PREPARED FOR PRESENTATION.

PB
Paul B.

Great presentation!

WC
William C.

+good substantive presentation

WD
William D.

I like the fact the speaker included contract clauses in her powerpoint for future reference by me when I need to draft an agreement.

SB
Steven B.

Ms. Butler is an excellent presenter.

PB
Paul B.

Wonderful speaker - great to listen to someone who knows the material and loves it as well.

ST
Susan T.

Helpful in representing physicians in today''s healthcare world.

BB
Bryan B.

An excellent overview -- informative and well delivered

JB
Jeffrey B.

Very informative, professionally presented.

LR
Lawrence R.

Thorough.

PS
Phil S.

Good overview of subject matter.

LA
Leanna A.

A lot of great information on the M&A process.

MG
Michael G.

very informative program and materials

SF
Steven F.

Great overview - should probably bifurcate course for those who never do public deals and for those whose practice focuses on or includes public companies as buyer or target client.

KC
Kenneth C.

An excellent speaker and communicator

RC
Robert Z C.

Not exactly a "nuts and bolts" course, but definitely a good overview of concepts to consider.

RM
Retha M.

The slides for this course were especially helpful in presenting the key information.

KV
Karin V.

Knowledgeable speaker; topic very well presented.

RM
Richard M.

good overview

AS
Andrew S.

One of the better presentations in regard to substance -- and sophistication level.

SL
Shara L.

Great presentation!

MC
Michelle C.

This is one of the best CLE courses I've taken. Excellent content, good presentation.

WB
William B.

Great overview. Very helpful.

RS
Robert S.

Great Program I highly reccomend for any lawyer doing M&A's

MG
Melissa G.

This is one of the best seminars I have taken in awhile. The speaker was great. the material was well put together and it flowed.

EA
Eliot A.

Very interesting.

PB
Paul B.

Great course.

EZ
Elizabeth Z.

Thank you - very interesting.

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$ 89 Business, Corporate, & Securities Law and Mergers & Acquisitions In Stock

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