S. Deals Workshop: Acquisition Finance

Mergers and acquisitions, as well as other corporate transactions such as spinoffs, carve-outs and reorganizations, rely on debt financing as a significant source of capital. This course will introduce students to the concepts and skills used by transactional lawyers to advise clients in the development of financing arrangements for an acquisition. The course will begin with an introduction to foundations of acquisition financing, including deal structures and fundamentals of credit. The course will then focus on the considerations that drive the major deal points in the transactions and the various ways that those points might be resolved (illustrated with a variety of documentary outcomes drawn from actual deals). The course will cover how to structure financing arrangements and deal with risk allocation in negotiations between companies and their debt providers, as well as between buyers and sellers. Particular emphasis will be on how lawyers can help add value in a transactional setting by helping clients anticipate and resolve issues that may arise in getting a deal done.

Students will be expected to (1) attend each class session and participate actively, (2) complete short writing assignments, and (3) write a final paper of about 15-20 pages. Course evaluation will be based on class attendance and participation (40%), short writing assignments (20%), and a final paper (40%).