M&A Transactions with a Private Equity Fund: What the Target Company Needs to Know

(592 Ratings)

Produced on: February 19, 2015

Course Format On Demand Audio

Taught by

Categories:

Course Description

Time 64 minutes
Difficulty Intermediate

Private equity funds continue to be significant players in M&A activity in the United States and abroad, and understanding the nuances inherent in private equity deals will enable in-house counsel to better prepare their company or financial institution for a potential transaction with a fund. This program, presented by Ariel Yehezkel and Amanda Ackerman of Sheppard, Mullin, Richter & Hampton LLP, will approach the M&A transaction process primarily from the target company/sellers’ perspective, discussing preparation for a potential transaction, management of outside counsel and other service providers during the transaction process, negotiation of key deal terms, and post-closing considerations, with a focus on issues that are specific to private equity funds. 

 

Learning Objectives:

I.     Recognize the differences between strategic and private equity transactions, both in terms of process and post-closing considerations

II.    Learn how to prepare the target company for a potential M&A transaction with a private equity fund

III.   Understand the considerations to be taken into account in structuring the transaction

IV.   Negotiate key terms typically encountered in M&A transactions

Faculty

Ariel Yehezkel

Sheppard, Mullin, Richter & Hampton LLP

Ariel Yehezkel is a partner in the Corporate Practice Group in the firm's New York office.  He is the chair of the firm's Private Equity team. 

 

Areas of Practice

  • Ariel focuses his practice on private equity and domestic and cross border mergers, acquisitions and other transactional matters.  In addition to mergers and acquisitions, Ariel advises private equity funds and private and public companies on governance matters, growth capital and minority investments, leveraged financing, fund formation, PIPE investments, joint ventures and management equity.
  • Ariel is the leader of the firm’s Israel Practice and has extensive experience with legal and business issues involving Israel.
  • Ariel is highly experienced in representing clients on various sizes and types of transactions and has completed transactions in numerous industries, including technology, telecom, consumer products, healthcare, manufacturing, construction and infrastructure, automotive, business services and food and beverage. 
  • Ariel was lead counsel on several notable transactions including Apax Partners’ acquisition of Cole Haan and the simultaneous acquisitions of Activant Group and Epicor Software Corporation, Welsh Carson’s acquisition of Service Repair Solutions and the proposed cross-border acquisition of Albaugh, Inc. by ADAMA Agricultural Solutions.
  • Prior to joining Sheppard Mullin, Ariel was a partner at Kirkland & Ellis LLP.

 

Representative Matters

  • Professional Hospital Supply in its sale to Medline Industries
  • Source Medical Solutions, an ABRY portfolio company, in an add-on acquisition
  • A private security company in a growth capital investment transaction with TPG
  • Catterton Partners in its investment in Beanitos
  • Howard Berger, a Littlejohn & Co. portfolio company, in its acquisition of Jones Stephens
  • Apax Partners in its $570 million acquisition of Cole Haan from Nike, Inc.
  • Apax Partners in its approximately $1.1 billion acquisition of Paradigm Geophysical
  • Apax Partners in its approximately $2 billion simultaneous acquisition of Activant Group, Inc. and going private acquisition of Epicor Software Corporation
  • Apax Partners in its $1.4 billion going private acquisition of The TriZetto Group, Inc.
  • Apax Partners in its $571 million all cash going private acquisition of Bankrate, Inc.
  • ABRY Partners in its acquisition of Trover Solutions from Tailwind Capital
  • ABRY Partners in its acquisition of Source Medical Solutions, Inc.
  • Welsh, Carson, Anderson & Stowe in its acquisition of Service Repair Solutions, Inc.
  • Welsh, Carson, Anderson & Stowe in the equity investment into Ozbum-Hessey Logistics
  • Welsh, Carson, Anderson & Stowe in the reorganization of Paycom Payroll
  • Welsh, Carson, Anderson & Stowe in the formation of Galeos investment platform
  • The Carlyle Group in its acquisition of Service King Paint and Body, LLC
  • Danaher Corporation in its acquisition of X-Ray Optical Systems, Inc.
  • Danaher Corporation in its acquisition of Arbor Networks, Inc. from a group of VC funds
  • Tektronix, Inc., a subsidiary of Danaher Corporation, in its acquisition of Mixed Signals, Inc.
  • AB Sciex, a subsidiary of Danaher Corporation, in its acquisition of substantially all the assets of Eksigent Technologies, LLC
  • ADAMA Agricultural Solutions (formerly known as Makhteshim Agan Industries, Ltd.) in its $1 billion withdrawn acquisition of Albaugh, Inc.
  • Cyalume Technologies, Inc. in its $120 million cash and stock sale to Vector Intersect Security Acquisition Corp., a special purpose public company (SPAC)
  • Catterton Partners in its sale of Liberty Safe and Security to Compass Diversified Holdings
  • Catterton Partners in its approximately $125 million cash and stock sale of Heartland Recreational Vehicles to Thor Industries, Inc.
  • Starwood Hotels and Resorts Worldwide, Inc. and Catterton Partners in connection with their respective investments in Culinary Concepts by Jean-Georges
  • LNK Partners in its $250 million acquisition of the Au Bon Pain restaurant chain
  • LNK Partners and MSD Capital in their respective $100 million PIPE investments into Phillips-Van Heusen Corporation
  • Integra Telecom in its out-of-court restructuring of $1.3 billion of its outstanding senior and subordinated debt
  • R.J. O'Brien in its out-of-court restructuring of $565 million of its outstanding debt
  • Mobile Mini, Inc. in responding to activist stockholders' corporate governance proposals
  • * Some of the matters were completed prior to joining the firm.

 

Amanda S. Ackerman

Sheppard, Mullin, Richter & Hampton LLP

Amanda Ackerman is an associate in the Corporate Practice Group in the firm's New York office. 

 

Publications

 

Articles

  • "Court Sets Forth Road Map for Defending "Strike Suits": Fiduciary Duties in the Context of Dent v. Ramtron Int’l Corp." Transaction Advisors, September 25, 2014
  • "Israel's Wealth Concentration Law Creates Corporate Buyout Opportunities," MoneyNews, January 10, 2014
  • Corporate & Securities Law Blog Posts
  • "Fiduciary Duties in the Context of Dent v. Ramtron Int’l Corp.," September 2, 2014

 

Reviews

LL
Lisa L.

Good program

KB
Kelvin B.

There were certain practical matters that were suggested that standout. The "data room" and the representations and warranties insurance. Great advice!

HK
Hans K.

This was a great introductory course.

CK
Cathy K.

Excellent Content

RL
Robert L.

A little basic; but that's OK

TS
Terence S.

very good course

JR
John R.

Very well done by both presenters.

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$ 59 Business, Corporate, & Securities Law and Mergers & Acquisitions In Stock

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