By: Steven I. Glober , Gibson, Dunn & Cruther LLP. The purchase price provisions are among the most critical terms of a merger agreement. The value of the consideration to be paid by the acquirer to the target’s stockholders will be affected not only...
By: Linda Curtis and Andrew Cheng , Gibson, Dunn & Crutcher LLP. IN RECENT YEARS, THE NEGOTIATION OF AN ACQUISITION agreement and related acquisition financing commitment has become increasingly complicated, involving multiple parties. The buyer, of course...
By: Linda Curtis and Andrew Cheng , Gibson, Dunn & Crutcher LLP. Closing on Terms of the Purchase Agreement (Amendments) Because the buyer typically chooses specific lenders with the understanding that their commitment letter will be subject to minimal...
By: Linda Curtis and Andrew Cheng , Gibson, Dunn & Crutcher LLP. Acquisition Financing: Buyer and Seller General Perspectives It is understandable that before lenders will agree to lend millions, and sometimes billions, of dollars to fund an acquisition...
By: Linda Curtis and Andrew Cheng , Gibson, Dunn & Crutcher LLP. TAX CONSIDERATIONS—FEDERAL, STATE, LOCAL, AND foreign income taxes, as well as other types of taxes such as transfer and property taxes—are a major consideration when determining...
By: Linda Curtis and Andrew Cheng , Gibson, Dunn & Crutcher LLP. ACQUISITION FINANCINGS INVOLVE CERTAIN COLLATERAL security and intercreditor issues, including: The extent and perfection of collateral security for the borrowing The scope of guarantees...
By: Linda Curtis and Andrew Cheng , Gibson, Dunn & Crutcher LLP. Equity Equity financing for a business acquisition can take many forms and is highly dependent on the structure of the acquisition. For example, a public or private company may purchase all...
By: Linda Curtis and Andrew Cheng , Gibson, Dunn & Crutcher LLP. THE FINANCING SOURCES FOR BUSINESS ACQUISITIONS are as varied as the structure and motivations for the acquisitions themselves. The most efficient source depends on several factors, including...
By: Linda Curtis and Andrew Cheng , Gibson, Dunn & Crutcher LLP. Business acquisitions vary widely in terms of size and structure, the parties involved, and the nature of the financing involved. The parties typically involve one or more buyers, one or more...
FDIC HIGHLIGHTS RESOURCES ON BANKING FOR SMALL BUSINESSES THE FEDERAL DEPOSIT INSURANCE Corporation highlighted the agency’s resources to help small businesses get the most from their banking relationships. Small businesses employ roughly half of all...
SEVENTEEN STATE “NEW ENERGY FUTURE” COALITION FORMED GOVERNOR ANDREW M. CUOMO AND 16 OTHER GOVERNORS signed the Governors’ Accord for a New Energy Future. The accord describes six shared goals, diversification of energy generation and expansion...
By: Alexandra Margolis , Nixon Peabody LLP LEXIS PRACTICE ADVISOR RESEARCH PATH: Banking & Finance > Commitment Papers and Syndicated Lending > The Commitment Letter > Articles > Trends in Acquisition Finance Incremental loan facilities (also...
HIGH-IMPACT EVENT TO GLOBAL FINANCIAL SYSTEM MORE LIKELY, PREDICT FINANCIAL PROFESSIONALS ACCORDING TO ONE MEASURE, RECENT WORLD EVENTS have financial professionals unnerved. Forty-five percent of those surveyed by the Depository Trust & Clearing Corporation...
D.C. COURT ORDERS EEOC TO RECONSIDER WORKPLACE WELLNESS RULES IN AN ACTION BROUGHT BY THE AMERICAN ASSOCIATION of Retired Persons (AARP), the U.S. District Court for the District of Columbia has ordered the U.S. Equal Employment Opportunity Commission (EEOC)...
By: Patrick Dolan and Ramy Ibrahim , Norton Rose Fulbright Us LLP THE AIRCRAFT LEASE SECURITIZATION MARKET IS EVOLVING as evidenced by an increase in these transactions over the last few years. Indications are that 2017 may surpass 2016 in total number of aircraft...