S. Deals Workshop: Acquisition Finance

This Workshop is a practical introduction to an acquisition financing transaction. It gives students firsthand experience of how such a transaction unfolds in real life by tracking the timeline of a typical acquisition financing through the following stages:

• Initial discussion with the client;
• Structuring considerations;
• Reviewing the key acquisition terms;
• Due diligence;
• Term sheet discussion of the principal business financing terms;
• Negotiating the credit agreement;
• Evaluating the intercreditor arrangements;
• Closing mechanics; and
• Post-closing matters.

Students will gain experience from mock negotiations and practical examples of issues arising in these deals. They will also learn how to deal with opposing counsel and how to build client relationships.

The Workshop is taught by a finance partner at Mayer Brown LLP. In addition, it will include the following guest speakers:

• A Managing Director from a premier boutique asset management firm who will share a lender client’s perspective;
• A former law firm partner with over three decades of experience at a large law firm who will play the role of “combative” opposing counsel in a mock negotiation; and
• Two law firm associates who will share what it is like to work on these types of transactions as part of a team.

The final grade will be based on the following:

• Class attendance and participation including in-class discussions and mock negotiations (50%);
• Quizzes, written assignments, and questions submitted for in-class discussion (20%); and
• Final paper (30%).

Grading is weighted towards active contributions to in-class discussions, Q&A, and mock negotiations as this Workshop aims to be interactive and experiential. The Workshop is a two-credit course.