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| 1 | Acquisition Finance: Overview This Note provides an overview of financing an acquisition by debt using a loan from a bank or other financial institution and gives a description of the methods of acquiring a business. | Practice Note: Overview | Maintained |
| 2 | Closing a Loan Transaction Toolkit Resources to assist a corporate borrower in closing a loan transaction, including information on the conditions that must be satisfied, how to organize the closing, and how to choose and coordinate with local and foreign counsel. | Practice Note: Overview | Maintained |
| 3 | Commitment Letters Overview: Lending An introduction to commitment letters issued by lenders to borrowers, including the terms contained in commitment letters on which the lenders are prepared to undertake to arrange the financing and make loans. | Practice Note: Overview | Maintained |
| 4 | Fee Letters Overview: Lending An introduction to bank loan fee letters, what they cover and negotiating guidelines. | Practice Note: Overview | Maintained |
| 5 | Guaranties: Overview This Note provides an overview of the structure of the different types of guaranties (also guarantees) used in bank loan financings. | Practice Note: Overview | Maintained |
| 6 | Lending: Overview An introduction to the common types of corporate loan facilities and bank loans, including an explanation of the key features of each, and a brief outline of the steps of a syndicated bank loan transaction. | Practice Note: Overview | Maintained |
| 7 | Loan Agreement: Overview An introduction to the key terms and provisions commonly found in loan agreements between companies and financial institutions. | Practice Note: Overview | Maintained |
| 8 | Mezzanine Finance: Overview This Practice Note reviews the typical terms, primary documentation and key issues that arise in mezzanine financings. | Practice Note: Overview | Maintained |
| 9 | Negotiating Financing Commitment Letters Toolkit Resources to assist counsel in understanding the purpose and importance of financing commitment letters, including current trends, and in negotiating the terms typically included in these letters. | Practice Note: Overview | Maintained |
| 10 | Second Lien Loans: Overview A Practice Note discussing second lien loans and their characteristics, including terms commonly included in second lien loans and how they differ from their related first lien loans. This Note also examines the typical providers of second lien loans as well as the types of companies that borrow second lien loans and their uses. | Practice Note: Overview | Maintained |
| 11 | Security: Overview A discussion on security provided by a borrower to a lender in connection with a secured financing transaction. This Note provides information on typical security structures, an overview of UCC Article 9 and the issues to be considered by counsel when taking security. | Practice Note: Overview | Maintained |
| 12 | Subordination: Overview A discussion of the different types of subordination, key terms of subordinated corporate debt and advantages of subordinated corporate debt for borrowers and lenders. | Practice Note: Overview | Maintained |
| 13 | Term Sheets Overview: Lending An introduction to bank loan term sheets, including details of what they are used for and negotiating guidelines. | Practice Note: Overview | Maintained |
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| 1 | Auctions: From the Bidder's Perspective This Note describes an auction from the bidder's perspective, including the challenges that an auction poses for the bidder, the strategies involved with preparing the bid package and an overview of the auction process. | Practice Notes | Maintained |
| 2 | Banking Regulation Anti-Tying Rules This Note describes the bank regulatory anti-tying rules for bank lenders and methods of compliance when bank and non-bank products or services are offered in a single transaction. | Practice Notes | Maintained |
| 3 | Boosting EBITDA: The Cost Savings Add-Back This Note examines adjustments portfolio companies can make to their net income to improve their EBITDA, in particular the pro forma add-back for cost savings. This Note also compares the cost savings add-back to two other common adjustments to EBITDA, the add-backs for permitted acquisitions or dispositions and for business optimization expenses or restructuring charges. | Practice Notes | Maintained |
| 4 | Closing a Loan Transaction This Note provides an overview of the process for closing a loan transaction and describes the documentation, deliverables and other steps that must be completed before closing can occur. | Practice Notes | Maintained |
| 5 | Conditions Precedent in a Loan Transaction This Note is an overview of conditions precedent in a loan agreement. It examines common conditions precedent and discusses the twin roles of conditions precedent as conditions to the closing of the loan agreement and conditions to each extension of credit. | Practice Notes | Maintained |
| 6 | Confidentiality Agreements: Lending A discussion of confidentiality agreements used in finance transactions. This Note explains what typically constitutes confidential information, the parties subject to the confidentiality restrictions and the circumstances under which confidential information may be disclosed. | Practice Notes | Maintained |
| 7 | Drafting and Negotiating Reverse Break-up Fee and Specific ... This Note provides strategies and drafting suggestions for reverse break-up fee and specific-performance provisions. The drafting advice in this Note will help ensure that the desired remedy for the buyer's failure to close an acquisition is accurately reflected in the acquisition agreement. | Practice Notes | Maintained |
| 8 | Due Diligence: Lending An overview of the legal due diligence process in lending transactions. | Practice Notes | Maintained |
| 9 | Events of Default: Cross-default versus Cross-acceleration A discussion of cross-acceleration and cross-default, two typical events of default under a loan agreement, and the differences between them. | Practice Notes | Maintained |
| 10 | Guaranties: Tax Issues This Note provides an overview of the key US federal income tax issues for lawyers drafting guaranties and highlights some tax planning opportunities. | Practice Notes | Maintained |
| 11 | In Dispute: Innkeepers This document discusses the dispute surrounding the failed acquisition of certain subsidiaries of Innkeepers USA Trust by Cerberus Series Four Holdings, LLC and Chatham Lodging Trust based on a material adverse effect clause and provides a summary of key litigated issues and practical implications indicated by the litigation. | Practice Notes | Maintained |
| 12 | Letter of Credit Migration This Note discusses letter of credit migration issues and common situations where letter of credit migration is required and presents three techniques for implementing letter of credit migrations. | Practice Notes | Maintained |
| 13 | Limitations on Corporate Interest Deductions This Note summarizes some key limitations on interest deductibility imposed on a US corporate issuer. | Practice Notes | Maintained |
| 14 | Loan Agreement: Financial Covenants This Note discusses financial covenants typically found in loan agreements governed by New York law, the purpose of those covenants and the consequences of a breach of a financial covenant. This Note also discusses elements for negotiation, including the definition of certain key terms (for example, indebtedness, EBITDA and interest expense). | Practice Notes | Maintained |
| 15 | Material Adverse Change Provisions: Mergers and ... This Note looks at the use of material adverse change (MAC) provisions to allocate risk in acquisition transactions and provides an overview of their typical structure and exclusions as well as relevant case law. It also discusses, from a buyer's perspective, potential modifications and supplements to a customary MAC provision. | Practice Notes | Maintained |
| 16 | Reverse Break-up Fees and Specific Performance A description of the remedies commonly available to a seller when an acquisition fails to close because of the buyer's breach or because of a financing failure. In particular, this Note describes the purposes, legal and business considerations of reverse break-up fees and specific performance. | Practice Notes | Maintained |
| 17 | Sponsor/Lender Negotiating Issues in Acquisition Finance This Note discusses the negotiating issues of financial sponsors and lenders in commitment letters, term sheets and fee letters used in private equity acquisition financings, the terms typically negotiated in these letters and the continuing impact of the financial crisis. | Practice Notes | Maintained |
| 18 | Structuring and Restructuring European Leveraged Finance ... This Note provides an overview of structuring and restructuring European leveraged finance transactions for US practitioners. It describes two methods by which senior lenders may recover their debt from an insolvent European borrower. The first method is taking security over the borrower's and its subsidiaries' assets. The second method involves a sale of the borrower's business as a going concern to a new owner which is effected by a share sale. | Practice Notes | Maintained |
| 19 | Syndicating European debt into the US: It is not the picture but ... A practice note on the issues faced by European borrowers syndicating debt into the USA. | Practice Notes | Maintained |
| 20 | Tax Traps in an Acquisition of a Financially Distressed Target This Note provides an overview of common tax issues that arise for buyers and sellers in acquisitions of financially distressed targets. | Practice Notes | Maintained |
| 21 | UK Financial Assistance A summary of the UK rules prohibiting certain UK companies from giving financial assistance (such as making a loan or providing collateral or guarantees) for the purpose of the acquisition of their shares or those of a UK parent company. | Practice Notes | Maintained |
| 22 | Unitranche Loan Financing This Note discusses unitranche loans, describes their characteristics and uses and considers the principal advantages for a borrower of this type of financing. | Practice Notes | Maintained |
| 23 | What's Market: Amend & Extends A discussion of "amend & extends" including links to large corporate and middle market amend & extend transactions. This Note will be updated quarterly. | Practice Notes | 31-Mar-2013 |
| 24 | What's Market: Indemnification Provisions in Acquisition ... A discussion of indemnification provisions in private acquisition agreements, including links to recent deals summarized in PLC What's Market through the fourth quarter of 2012. This Note will be updated quarterly. | Practice Notes | 31-Mar-2013 |
| 25 | What's Market: Private Equity Buyouts A discussion of private equity participation in the market for takeovers of public companies, including links to recent deals summarized in PLC What's Market. This Note will be updated quarterly. | Practice Notes | 31-Mar-2013 |
| 26 | What's Market: 2012 Mid-year Trends in Large Cap and ... A review of significant trends in loan terms in large cap and middle market leveraged loan transactions in the first half of 2012. | Practice Notes | 09-Jul-2012 |
| 27 | What's Market: 2011 Year-end Trends in Large Cap and ... A review of significant trends in loan terms in large cap and middle market leveraged loan transactions in 2011, with a look ahead to 2012. | Practice Notes | 01-Feb-2012 |
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| 1 | Assignment and Assumption: Multiple Assignments of Loans A standard form of master assignment and assumption of loans and commitments used for multiple assignments in syndicated loan transactions. This Standard Document (or a similar form for single assignments) is typically included as an exhibit to the loan agreement and is consistent with the form of assignment and assumption published by the Loan Syndications and Trading Association (LSTA). This Standard Document has integrated notes with important explanations and drafting and negotiating tips. | Standard Documents | Maintained |
| 2 | Assignment and Assumption: Single Assignment of Loans A standard form of assignment and assumption of loans and commitments used for assignments between a single assignee and a single assignor in syndicated loan transactions. This Standard Document is typically included as an exhibit to the loan agreement and is consistent with the form of assignment and assumption published by the Loan Syndications and Trading Association (LSTA). This Standard Document has integrated notes with important explanations and drafting and negotiating tips. | Standard Documents | Maintained |
| 3 | Confidentiality Agreement: Lending A standard form of a confidentiality agreement to be used in connection with a loan transaction. This agreement includes exceptions to confidentiality and remedies for breach of the confidentiality provisions. This Standard Document has integrated notes with important explanations and drafting and negotiating tips. | Standard Documents | Maintained |
| 4 | Solvency Certificate: Lending A certificate from the borrower (or its parent) certifying the solvency of the borrower and the other loan parties (if applicable). This certificate may be required as a condition to closing to ensure the loan parties will be solvent before and after the transaction is completed and to deny any fraudulent conveyance claims. This Standard Document has integrated notes with important explanations and drafting and negotiating tips. | Standard Documents | Maintained |
| 5 | Term Sheet: Syndicated Loan, Senior Secured Credit ... This is a standard form of term sheet for syndicated senior secured credit facilities (including a revolving credit loan and term loans). This Standard Document has integrated notes with important explanations and drafting and negotiating tips. | Standard Documents | Maintained |
| 6 | UCC-1 Financing Statement Form of UCC-1 financing statement. | Standard Documents | Maintained |
| 7 | UCC-3 Financing Statement Form of UCC-3 financing statement. The Delaware alternative form of UCC-3 financing statement was amended as of August 1, 2009 (for a copy of the revised form, see http://www.corp.delaware.gov/uccform.shtml). | Standard Documents | Maintained |
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| 1 | Commitment Letter: "SunGard" Clause A Standard Clause for commitment letters for financial buyers and sponsors in acquisition financings. This clause is used in lieu of traditional conditions precedent for representations and warranties made and collateral pledged on the closing date of the acquisition financing. The Standard Clause has integrated notes with important explanations and drafting and negotiating tips. | Standard Clauses | Maintained |
| 2 | Commitment Letter: Company Material Adverse Change ... A Standard Clause in sponsor commitment letters for acquisition financings that mirrors a typical material adverse change clause found in acquisition agreements. The Standard Clause has integrated notes with important explanations and drafting and negotiating tips. | Standard Clauses | Maintained |
| 3 | Loan Agreement: Conditions Precedent These Standard Clauses are a framework for the conditions precedent in a syndicated or bilateral loan agreement. These Standard Clauses have integrated notes with important explanations and drafting and negotiating tips. | Standard Clauses | Maintained |
| 4 | Loan Agreement: Cross-acceleration Event of Default Typical cross-acceleration event of default clause in a loan agreement. This Standard Clause has integrated notes with important explanations and drafting and negotiating tips. | Standard Clauses | Maintained |
| 5 | Loan Agreement: Cross-default Event of Default Typical cross-default event of default clause in a loan agreement. This Standard Clause has integrated notes with important explanations and drafting and negotiating tips. | Standard Clauses | Maintained |
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| 1 | Closing a Loan Transaction Checklist This checklist is a guide for counsel to the borrower and the lender to use in a secured and guaranteed corporate loan transaction. | Checklists | Maintained |
| 2 | Confidentiality Agreements for M&A Transactions: A Checklist ... A Checklist of issues that parties negotiate, and the objectives that each side may seek, in a typical one-way confidentiality agreement used in connection with an M&A transaction. | Checklists | Maintained |
| 3 | Lender Concerns in Acquisition Agreements Checklist ... This Checklist summarizes certain issues lender's counsel should consider when reviewing an acquisition agreement in an acquisition financing. | Checklists | Maintained |
| 4 | Negotiating M&A Engagement Letters Checklist This Checklist sets out the most important sections of a financial advisor engagement letter and lists negotiating points for both the buyer and the advisor in connection with an M&A transaction. | Checklists | Maintained |
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| 1 | Trend Towards Uniformity: How Dealmakers Are Drafting ... In its fourth annual survey of remedies in merger agreements for buyer breach, PLCWhat’s Market studied the past year in leveraged public deals to analyze how dealmakers are allocating the risk of financing failure. This year’s edition revealed more uniformity in the drafting of remedies for buyer breach and other techniques for risk sharing. | Articles | 06-May-2013 |
| 2 | What's Market: Webinar on Reverse Break-up Fees and ... These slides are excerpted from our 2013 study of reverse break-up fees and specific performance and were used during the webinar, Reverse Break-up Fees and Specific Performance: Analyzing Remedies in Leveraged Public Deals from 2012, given by PLC on April 25, 2013. To access the full study, see Reverse Break-up Fees and Specific Performance: A Survey of Remedies in Leveraged Public Deals (2013 Edition). You can access the webinar here. | Articles | 25-Apr-2013 |
| 3 | Trends in "SunGard" Clauses A summary of trends in "SunGard" provisions in 2013, 2012 and 2011 acquisition financing commitment letters in PLC's What's Market. | Articles | 11-Apr-2013 |
| 4 | Reverse Break-up Fees and Specific Performance: A Survey ... A study analyzing the remedies available to target companies in public merger agreements for a buyer's failure to close the transaction because of a breach or financing failure. The study covers all merger agreements entered into in 2012 for debt-financed acquisitions of US, publicly traded companies (excluding REITs) with a deal value of at least $100 million. The 2013 edition includes detailed analysis of the remedy models, financing covenants and Xerox provisions seen in 2012. | Articles | 05-Apr-2013 |
| 5 | Spotlight on... First-out Revolvers This Article discusses the main terms of a first-out revolving credit facility and includes a description of the major differences between first-out revolver, second lien and subordinated debt facilities. | Articles | 14-Feb-2013 |
| 6 | Featured: Private Equity Continues to Capitalize on Heated ... 2012 has been marked by favorable debt markets that continue to shape strategy in the private equity industry. This Article discusses how sponsors have taken advantage of the rising availability of inexpensive debt, including by adding flexibility to portfolio company capital structures, completing more buyouts and secondary buyouts and gaining liquidity from leveraged dividend recapitalizations. | Articles | 06-Dec-2012 |
| 7 | What's Market: Webinar on Reverse Break-up Fees and ... These slides are excerpted from our 2012 study on reverse break-up fees and specific performance and were used during the webinar, Reverse Break-up Fees and Specific Performance: Analyzing Remedies in Leveraged Public Deals from 2011, given by PLC on April 26, 2012. To access the full study, see Reverse Break-up Fees and Specific Performance: A Survey of Remedies in Leveraged Public Deals (2012 Edition). You can access the webinar here. | Articles | 26-Apr-2012 |
| 8 | Reverse Break-up Fees and Specific Performance: A Survey ... A study analyzing the remedies available to target companies in public merger agreements for a buyer's failure to close the transaction because of a breach or financing failure. The study covers all merger agreements entered into in 2011 for debt-financed acquisitions of US, publicly traded companies (excluding REITs) with a deal value of at least $100 million. The 2012 edition includes new and detailed analysis of the remedy approaches, financing covenants and Xerox provisions seen in 2011. | Articles | 24-Mar-2012 |
| 9 | The Eurozone Crisis and Loan Agreements In this article, based on a client briefing, the Banking and Finance Group at Clifford Chance look at how loan documentation might (or might not) deal with the possibility of a Eurozone member departing from the currency union. | Articles | 03-Jan-2012 |
| 10 | What's Market: 2011 Mid-year Public M&A Wrap-up A review of public M&A activity in the first half of 2011. | Articles | 01-Sep-2011 |
| 11 | What's Market: Webinar on Reverse Break-up Fees and ... These slides are excerpted from our 2011 study on reverse break-up fees and specific performance and were used during the webinar, Reverse Break-up Fees and Specific Performance: Analyzing Public Deal Remedies from 2010, given by PLC on May 5, 2011. To access the full study, see Reverse Break-up Fees and Specific Performance: A Survey of Remedies in Public Deals (2011 Edition). You can access the webinar here. | Articles | 05-May-2011 |
| 12 | Buyer Breach: A Survey of Remedies in Public Deals (2011 ... This Article highlights some of the results of a survey of recent public merger agreements conducted by PLC What's Market, which analyzed target companies' remedies when buyers fail to close a transaction due to a breach or failure to obtain financing. | Articles | 01-May-2011 |
| 13 | Reverse Break-up Fees and Specific Performance: A Survey ... A study analyzing the remedies available to target companies in public merger agreements for a buyer's failure to close the transaction because of a breach or financing failure. The study covers all merger agreements entered into in 2010 for acquisitions of US-domiciled, publicly traded companies (excluding REITs) with a deal value at signing of at least $100 million. | Articles | 17-Apr-2011 |
| 14 | Acquisition Financing in 2010: A Review of Market Trends This Article looks at leveraged buyout (LBO) financing activity in 2010, assesses the extent to which financing trends and changes to loan agreement provisions identified last year have held and considers some new developments in acquisition financing trends for 2011. | Articles | 10-Feb-2011 |
| 15 | Expert Q&A on the Resurgence of Leveraged Loan Activity An expert Q&A with Joerg Esdorn of Gibson, Dunn & Crutcher LLP on the recovery of the leveraged loan market, including factors driving the increased activity, which new investors are replacing CLOs and how loan terms are changing to attract them. | Articles | 01-Dec-2010 |
| 16 | Middle Market Lending: Traits and Trends This Article examines the factors impacting the middle market landscape and highlights recent trends in middle market deal terms. | Articles | 01-Nov-2010 |
| 17 | What's Market: M&A Wrap-up: Q3 2010 A review of public M&A activity in the third quarter of 2010. | Articles | 01-Nov-2010 |
| 18 | Private equity in Latin America This article examines recent developments in private equity investment in Latin America, outlines some key common characteristics of the Latin American private equity market and analyses legal and market developments in Brazil, Chile and Colombia. | Articles | 21-Sep-2010 |
| 19 | The Details of Deal-making Professor Steven M. Davidoff explains how seemingly minor details in acquisition agreements can have a significant impact on a transaction and identifies various provisions to which deal lawyers should pay particular attention. | Articles | 01-Jul-2010 |
| 20 | The Return of Stapled Financing An Article exploring the resurgence of stapled financing and examining the related legal risks. | Articles | 01-Jul-2010 |
| 21 | Private Equity and Reputational Risk Professor Steven M. Davidoff analyzes recent deals by two leading private equity firms to evaluate the roles of reputation and risk allocation in the post-financial crisis deal architecture. | Articles | 01-Jun-2010 |
| 22 | Private equity buyouts after the crisis This article examines some of the most significant buyouts to have taken place in Europe and the US between October 2009 and April 2010 and the trends they reveal about the transactional private equity market in the aftermath of the financial crisis. | Articles | 01-May-2010 |
| 23 | An Expert's View: Developments in Private Equity M&A Alan M. Klein of Simpson Thacher & Bartlett LLP provides his insights on recent developments in private equity M&A. | Articles | 30-Apr-2010 |
| 24 | An Expert's View: Growing Activity in Public M&A Thomas H. Kennedy of Skadden, Arps, Slate, Meagher & Flom LLP shares his thoughts on the growing activity in public M&A. | Articles | 30-Apr-2010 |
| 25 | An Expert's View: Trends in Deal Terms in Public M&A Daniel A. Neff of Wachtell, Lipton, Rosen & Katz discusses current trends in deal terms in public M&A. | Articles | 30-Apr-2010 |
| 26 | Buyer Breach: A Survey of Remedies in Public Deals (2010 ... This Article examines the results of a survey of recent public merger agreements conducted by PLC What's Market, which analyzed target companies' remedies when buyers fail to close a transaction due to a breach or failure to obtain financing. | Articles | 30-Apr-2010 |
| 27 | What's Market: M&A Wrap-Up: Q1 2010 A review of public M&A activity in Q1 2010. | Articles | 30-Apr-2010 |
| 28 | Reverse Break-up Fees and Specific Performance: A Survey ... A study analyzing the remedies available to target companies in public merger agreements for a buyer's failure to close the transaction because of a breach or financing failure. The study covers all merger agreements entered into in 2009 and the first quarter of 2010 for acquisitions of US-domiciled, publicly traded companies (excluding REITs) with a deal value at signing of at least $100 million. | Articles | 26-Apr-2010 |
| 29 | An Expert's View: Developments in Mandatory Prepayment ... Michael I. Zinder of Willkie Farr & Gallagher LLP explains recent developments in mandatory prepayment provisions. | Articles | 01-Mar-2010 |
| 30 | An Expert's View: Mandatory Prepayment Triggers Mario J. Ippolito of Paul, Hastings, Janofsky & Walker LLP provides his insights on certain mandatory prepayment triggers and the recent trend towards adding call protection to senior loan agreements. | Articles | 01-Mar-2010 |
| 31 | 2010 Acquisition Financing: Trends From 2009 This article discusses acquisition financing trends that emerged in 2009 and draws some tentative conclusions about what 2010 may bring. | Articles | 03-Feb-2010 |
| 32 | Private Equity in 2009: A Year of Transition This Article reviews the year in private equity buyouts of public companies, analyzes the different models for risk allocation that emerged in 2009, and looks ahead toward 2010. | Articles | 07-Jan-2010 |
| 33 | IMS Health: Reverse Break-up Fees, Financing and Deal ... This Article discusses some of the key features and potential implications of the acquisition of IMS Health Incorporated, the largest debt-financed private equity transaction involving a U.S. target company since the deepening of the financial crisis in 2008. | Articles | 23-Nov-2009 |
| 34 | Market Trends Emerging?: The Warner Chilcott Acquisition ... A discussion of the Warner Chilcott acquisition financing, including an analysis of the commitment letter and loan agreement, in light of current market conditions. | Articles | 20-Nov-2009 |
| 35 | European and UK Trends in Private M&A: The New Deal ... An article on European and UK trends in private M&A in the post-Lehman deal landscape. | Articles | 29-Oct-2009 |
| 36 | Change of Control: Is It or Isn't It? An article discussing change of control provisions in debt agreements. | Articles | 28-Jul-2009 |
| 37 | Lessons From the Huntsman Corporation Bank Litigation Professor Steven M. Davidoff writes on lessons learned from the Huntsman litigation against the acquisition financing lenders claiming tortious interference of contract. | Articles | 20-Jul-2009 |
| 38 | Recent Trends in the US Investment Grade M&A Loan Market Although the investment grade bond market has remained open to a certain extent in both the US and in Europe, bank lending remains constrained for even the most highly-rated investment grade companies. | Articles | 01-Jul-2009 |
| 39 | Commitment Letters: Lessons From Recent US Litigation An article on developments in bank loan commitment letters arising from recent US litigation. | Articles | 28-May-2009 |
| 40 | The Changing Nature of the Strategic Structure Professor Steven M. Davidoff writes on the recent changes in, and future of, the strategic deal structure. | Articles | 23-Mar-2009 |
| 41 | Second-Lien Financings in Bankruptcy: Expectations v. ... This Article explores key assumptions underlying the second-lien market, the rights of secured creditors and the extent to which the claims of second-lien lenders are actually secured, the concept of lien subordination, rights typically waived by second-lien lenders in intercreditor agreements, and the enforceability of these waivers. | Articles | 11-Jun-2008 |
| 42 | Financing acquisitions of companies in the UK and the US The differences between acquisition financings in the US and the UK are decreasing due to the general globalisation of capital markets, in particular the introduction to the UK of private equity sponsor financing techniques developed in the US. However, some significant differences remain. This chapter examines structuring the acquisition and conditionality and preparation (the need for "certain funds"). | Articles | 01-Nov-2007 |
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| 1 | Middle Market LBOs: Leverage Goes Higher Private equity firms are increasing their bank borrowings to finance acquisitions of middle market portfolio companies. | Legal Update: archive | 30-May-2012 |
| 2 | Banking Agencies Issue New Proposed Guidance on ... The FDIC, OCC and FRB jointly issued proposed guidelines on leveraged lending, revising the agencies' leveraged finance guidelines issued in April 2001. | Legal Update: archive | 27-Mar-2012 |
| 3 | Chancery Court Approves Del Monte Settlement The Delaware Court of Chancery has approved the Del Monte settlement involving Barclays Capital. The settlement ended a stockholders' derivative lawsuit that raised conflict of interest questions about buy-side financing by sell-side investment banks. | Legal Update: archive | 01-Dec-2011 |
| 4 | Innkeepers Settles with Cerberus and Chatham Over Failed ... An update on the litigation over the failed acquisition of certain subsidiaries of Innkeepers USA Trust by Cerberus Series Four Holdings, LLC and Chatham Lodging Trust based on a material adverse effect clause. | Legal Update: archive | 20-Oct-2011 |
| 5 | Del Monte and Barclays Settle Lawsuit that Raised Questions ... Del Monte and Barclays settle for $89.4 million a stockholders' derivative lawsuit that raised conflict of interest questions about buy-side financing by sell-side investment banks. | Legal Update: archive | 10-Oct-2011 |
| 6 | LSTA's New Model Credit Agreement Provisions Go Live An update on the LSTA's final revised Model Credit Agreement Provisions. | Legal Update: archive | 25-Mar-2011 |
| 7 | Delaware Chancery Court Grants Injunction Postponing Del ... An update on the Delaware Court of Chancery's decision in In re Del Monte Foods Company Shareholders Litigation to grant a preliminary injunction postponing the stockholder merger vote and enjoining the merger agreement's deal protections. | Legal Update: archive | 15-Feb-2011 |
| 8 | Private Equity Buyout Activity Rebounding An update on the recent trends in private equity buyout activity and leveraged buyout financing. | Legal Update: archive | 07-Jul-2010 |
| 9 | Staple Financing on the Rise in Weak Credit Market An update on a Wall Street Journal article reporting on several pending deals that involve staple financing. | Legal Update: archive | 05-Mar-2010 |
| 10 | NY Court Finds Confidentiality Stamp, Oral Agreement ... An update on a New York appellate court decision in Edelman v. Starwood Capital Group, holding that a confidentiality stamp and an oral agreement were insufficient to protect proprietary information compiled in the course of a proposed acquisition that was later abandoned. | Legal Update: archive | 14-Jan-2010 |
| 11 | Private Equity in 2009: A Year of Transition An update on the year in private equity buyouts of public companies and a look ahead toward 2010. | Legal Update: archive | 06-Jan-2010 |
| 12 | Private Equity Firms Investing More in the Middle Market An update on the recent trend among private equity firms to look for leveraged deals in the middle market. | Legal Update: archive | 17-Jul-2009 |
| 13 | Delaware Court Clarifies Remedy for Minority Stockholders for ... An update on the Delaware Supreme Court's decision that when there has been a breach of the fiduciary duty of disclosure in a short form merger, the appropriate remedy for minority stockholders is a quasi-appraisal remedy that does not require them to opt into the class or escrow a portion of the merger proceeds they previously received. | Legal Update: archive | 13-Jul-2009 |
| 14 | Private Equity Adopts New Bank Takeover Strategy An update on an article in the Daily Bankruptcy Review which discusses a new strategy by private equity in acquiring interests in banks. | Legal Update: archive | 01-Jul-2009 |
| 15 | DE Chancery Court Dismisses Alliance's Claim Against ... An update on the Delaware Chancery Court's dismissal of a complaint by Alliance Data Systems against Blackstone due to a failure to plead a viable claim. | Legal Update: archive | 16-Jan-2009 |
| 16 | Landry's Deal Dies Over Disclosure of Commitment Letter An update on the cause of the termination of Landry's Restaurants, Inc.'s going private transaction. | Legal Update: archive | 13-Jan-2009 |