negotiating an m&a deal

© 2016 DailyDAC, LLC d/b/a/ Financial Poise™ 1

NEGOTIATING AN M&A DEALPrivate Company M&A Boot Camp 2016

Premier date: June 1, 2016

Premier Date: MAY 7, 2016

NEGOTIATING AN M&A DEAL

Private Company M&A Boot Camp 2016


WE WOULD LIKE TO TAKE THIS OPPORTUNITY TO THANK OUR SPONSORS

3© 2016 DailyDAC, LLC d/b/a/ Financial Poise™


meet the facultyPANELISTS

Erin Hollis Marshall & StevensTim Lee Mercer CapitalBrandon Smith Tenneco

MODERATOR Peter Feinberg,Hoge Fenton


Practical and entertaining education for business owners and executives, accredited

investors, and their legal and financial advisors. For more information, visit

www.financialpoise.comDISCLAIMER: THE MATERIAL IN THIS PRESENTATION IS FOR INFORMATIONAL PURPOSES ONLY. IT SHOULD

NOT BE CONSIDERED LEGAL ADVICE. YOU SHOULD CONSULT WITH AN ATTORNEY TO DETERMINE WHAT MAY BE BEST FOR YOUR INDIVIDUAL NEEDS.

http://www.financialpoise.com/


about this webinar

Negotiating over the terms of a buy/sell (i.e. an M&A) deal requires both knowledge of the law and of the “market.” This webinar involve the panelists engaging in mini negotiations over a variety of deal terms that commonly are negotiated heavily. Listen in buyer and seller haggle over reps, warranties, indemnifications, hold-backs, and host of other contract provisions.

about this series

Corporate transactions (or “deals”) include many types of transactions. One of the most significant types of transactions a company can enter into is a deal to buy another company or to sell itself. This type of deal, a M&A (merger and acquisition) deal, typically requires more work from accountants and attorneys than do many other deals. This webinar series features leading M&A attorneys and other “deal” professionals speaking at a fairly basic level about key provisions in merger and acquisition transactions, including those relating to the purchase price, representations and warranties, post-closing covenants, closing conditions, indemnification and critical boilerplate. All of these issues are discussed in plain English, and while the series is valuable for seasoned professionals in many fields (law, accounting, investment banking, etc.) who practice in this area, it is also easily understandable for business owners who have not previously been through this process.

As with all Financial Poise webinars, each episode in the series is designed to be viewed independently of the other episodes, and listeners will enhance their knowledge of this area whether they attend one, some, or all of the programs.


episodes in this series

EPISODE #1 Structuring and Planning the M&A Transaction 1/27/2016

EPISODE #2 Key Provisions in M&A Agreements

2/24/2016

EPISODE #3 The M&A Process

3/23/2016

EPISODE #4 Special Issues in M&A Deals 4/27/2016

EPISODE #5 Negotiating a M&A Deal

6/1/2016

EPISODE #6 Post-Closing Business Integration

6/22/2016

Dates above are premier dates All webinars also available On Demand through West LegalEd Center and Vimeo



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More About The Faculty: D

PETER [email protected]

Peter Feinberg has almost 25 years’ experience representing primarily middle market companies in all aspects and many sectors of merger and acquisition transactions. Mr. Feinberg has successfully closed well over 100 merger and acquisition transactions, representing buyers and sellers, public and privately held companies, multinational firms, family owned businesses and private equity firms. He practices in Silicon Valley at Hoge Fenton Jones & Appel, a more than 60 year old, 40+ attorney firm. He has previously been a partner at Thelen Reid & Priest and Ferrari Ottoboni and has worked in house at NetApp and Clorox. 25© 2016 DailyDAC, LLC d/b/a/ Financial Poise™



ERIN [email protected]

Ms. Hollis is a Financial Valuation and Consulting Director of Marshall & Stevens Incorporated. Her valuation experience includes sale/purchase, insurance, financing, and estate planning and corporate planning. She also has special purpose appraisal experience with specific types of feasibility. Her other professional activities include authoring numerous articles on valuation in several publications, speeches, and being a member of the American Society of Appraisers, where she participates as a Business Valuation Committee member. She is also a past (2012 2013) President and current member of the American Society of Appraisers Chicago Chapter.Ms. Hollis entered the appraisal profession in 2000. Prior to becoming a Director of Marshall & Stevens, she held the Director position of Tax & Valuation Services with Valuation Advisory Services and simultaneously with Strategic Tax Advisors for 13 years. In her position, Ms. Hollis oversaw all aspects of business development, production, administration, financial planning, quality control, revenue and client development.Ms. Hollis is a graduate of Michigan State University, a qualified expert witness, and an Accredited Senior Appraiser (ASA) in Business Valuation of the American Society of Appraisers. She is also Certified in Distress Business Valuation (CDBV) with the Association of Insolvency & Restructuring Advisors.



TIM [email protected]

Timothy R. Lee is the Managing Director of Corporate Valuation services at Mercer Capital. He is also a member of the firm’s board of directors.

Tim provides valuation and corporate advisory services for purposes including mergers and acquisitions, employee stock ownership plans, profit sharing plans, estate and gift tax planning and compliance matters, limited and general partnerships, corporate planning and reorganizations. In addition, Tim provides litigation support in cases involving dissenting shareholder rights, marital dissolution, tax matters, and other shareholder conflicts.Noteworthy industry experience includes beverage distribution, construction, distribution, food services, general & specialty contracting, manufacturing, retail, technology, and transportation.

He also has extensive experience in working with both sellers and buyers in merger and acquisition advisory engagements. Tim assists clients through all phases of the sales process, from conducting strategic alternatives analysis to determine if selling is indeed the best option, to structuring, negotiating, and closing transactions.



BRANDON [email protected]

Brandon B. Smith is Vice President and Deputy General Counsel for Tenneco Inc. (NYSE: TEN), an $8 billion global manufacturing company with approximately 26,000 employees worldwide. He has responsibility for managing the company’s attorneys and legal affairs in the U.S. and multiple countries abroad, including with respect to securities, corporate governance, finance and transactional matters.

Prior to joining Tenneco, Brandon was a corporate attorney with Kirkland & Ellis LLP, representing both public and private enterprises on a wide variety of corporate engagements.

Brandon earned a B.A., magna cum laude, in Business Management from Hiram College and his J.D., magna cum laude, from Cornell Law School, where he graduated Order of the Coif.

EisnerAmper. Let's Get Down to Business®

EisnerAmper LLP is a leading full-service advisory and accounting firm, and is among the largest in the United States. We provide audit, accounting, and tax services, as well as corporate finance, internal audit and risk management, litigation services, consulting, private business services, employee

benefit plan audits, forensic accounting, and other professional advisory services to a broad range of clients across many industries. We work with high net worth individuals, family offices, closely held businesses, start-ups, middle market and Fortune 500 companies. EisnerAmper is PCAOB-registered and provides services to more than 200 public companies and to thousands of entities spanning the hedge, private equity, brokerage and insurance

space in the financial services marketplace. As companies grow we help them reach their goals every step of the way. With offices in New York (NY), New Jersey (NJ), Pennsylvania (PA), California (CA), and the Cayman Islands, and as an independent member of Allinial

Global, EisnerAmper serves clients worldwide.

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Important Notes

• THE MATERIAL IN THIS PRESENTATION IS FOR GENERAL EDUCATIONAL PURPOSES ONLY.

• IT SHOULD NOT BE CONSIDERED LEGAL, INVESTMENT, FINANCIAL, OR ANY OTHER TYPE OF ADVICE ON WHICH YOU SHOULD RELY.

• YOU SHOULD CONSULT WITH AN APPROPRIATE PROFESSIONAL ADVISOR TO DETERMINE WHAT MAY BE BEST FOR YOUR INDIVIDUAL NEEDS.