Course overview

Why SPAs are Needed
Evaluating the “Best” Offer: Price, Terms, Certainty, & Fit
Where & How SPAs Fit in the Transaction Process

Acquisition Documents
Preliminary Agreements vs. Definitive Agreements
Comparison of IOIs vs. LOIs vs. SPAs
Structure & Content of an LOI
LOI Tips, Tricks, & Discussion Points

Terminology
Purpose of SPA
Structure & Anatomy of a SPA
Focal Areas: Purchase & Sale, Reps & Warranties, Disclosure Schedules, & Indemnification (Remedies)

Purchase & Sale Provision—Defining the Deal Consideration
Form of Consideration, e.g., Cash, Shares, Debt, or a Combination
Adjustments to the Purchase Price / Consideration
Holdbacks, e.g., Escrows, Earn-outs, & Deferred Payments

Reps & Warranties Defined
Categories of Reps: True Fundamental, Statutory, & General
Common Seller Reps
How ‘Informal’ Business Representations Become Formal Legal Reps
Risk Allocation in the SPA
Drafting Techniques That Shift Risk
Role of Knowledge Qualifiers: Actual Knowledge vs. Constructive Knowledge
Lookbacks
Materiality / Material Adverse Change or Effect (“MAC” or “MAE”)
Materiality Scrapes
Ordinary Course of Business (“OCB”)
Dollar / Customer Thresholds
Disclosure Schedules
Disclaimer of Other Reps & Warranties / Non-Reliance

Purpose of Disclosure Schedules – ‘Smoking Out the Facts’
Affirmative vs. Negative Disclosures
Seller vs. Buyer Perspective

Defining Indemnification
Escrowed Funds
Survival Period(s)
Caps, Baskets (Tipping vs. Deductible), and Mini-Baskets
Various Indemnification Obligations
Indemnifying and Indemnified Parties
Indemnified Losses – Various Types & Considerations
Structure of Liability, e.g., Joint and Several, R&W Policy, etc.
Notice Procedures
Indemnification Procedures, i.e., Who Defends
Funding the Indemnity
Limits of Indemnification
Exceptions to Enforcing Indemnification Clauses

Seller Closing Deliverables & Conditions
Buyer Conditions
Regulatory Conditions
Closing & Post-Closing Considerations
Two-Step Process vs. Simultaneous Sign & Close
Termination Provisions

Discussion of Select Defined Terms and Points to Consider
Indebtedness
Knowledge
Loses / Liabilities
Material Adverse Effect
Net Working Capital

Financial Statement Rep
Accounts Receivable / Collectability Rep
Material Customer Rep
Undisclosed Liabilities Rep
Full Disclosure / 10b-5 Rep
Express Non-Reliance Provision (Opposite of Full Disclosure Rep)
Anti-Sandbagging & Pro-Sandbagging Provisions

Buy Side vs. Sell Side
Benefits & Risks
General Policy Exclusions
Comparison of a Transaction With & Without R&W Insurance
Key Terms and Example Policy Economics
Typical R&W Insurance Process & Timeline

Introduction to Purchase Agreements

In person training, Cleveland, OH
October 1, 2024 8:30 AM to 12:30 PM ET

Decoding Private Equity

M&A Professions / Audience

Experience Level

Delivery

Course Details

Sale & Purchase Agreement (“SPA”) Overview

Preliminary Agreements

SPA Structure & Anatomy

Purchase & Sale Provision

Reps & Warranties

Disclosure Schedules

Indemnification (Remedies)

Closing Considerations & Termination

Importance of Definitions

Negotiation Considerations with Select Common Representations

Overview of Rep & Warranty Insurance & Impact on SPA Negotiations

Certificate

Introduction to Purchase Agreements

In person training, Cleveland, OHOctober 1, 2024 8:30 AM to 12:30 PM ET

Decoding Private Equity

M&A Professions / Audience

Experience Level

Delivery

Course Details

Sale & Purchase Agreement (“SPA”) Overview

Preliminary Agreements

SPA Structure & Anatomy

Purchase & Sale Provision

Reps & Warranties

Disclosure Schedules

Indemnification (Remedies)

Closing Considerations & Termination

Importance of Definitions

Negotiation Considerations with Select Common Representations

Overview of Rep & Warranty Insurance & Impact on SPA Negotiations

Certificate

Terms of Use

In person training, Cleveland, OH
October 1, 2024 8:30 AM to 12:30 PM ET