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					M&A Trends and Developments
    Securities Regulation Institute
          January 24, 2008
              Richard E. Climan
               Larry W. Sonsini
        Vice Chancellor Leo E. Strine, Jr.
                 Leigh Walton
Overview
 Private Equity (PE)-Backed M&A Activity, and Related
 Issues

 Friendly Tender Offers

 Trends in Negotiating Acquisitions of Privately Held
 Companies
   Sandbagging
   Earn-Outs

 Updates on Prior Years’ Topics
   Non-Reliance Provisions
   Board Recommendation Covenants
   Break-Up Fees
                                                        1
Private Equity (PE)-Backed M&A Activity,
            and Related Issues




                                           2
PE-Backed M&A Activity…
…through 1st half of 2007
 Large deals (e.g., TXU; First Data; Hilton)
 PE-backed acquisitions account for a substantial
 portion of overall M&A activity
 PE buyers able to outbid strategic buyers – Why?
    Low interest rates/favorable financing terms
    “Club” bidding
    Decreased return expectations of PE fund investors
    Ability to generate synergies through portfolio companies
    Ability to enhance returns by removing businesses from quarterly
    scrutiny of Wall Street analysts
    Large portfolios facilitate hedging of risks
    Low antitrust/regulatory risks
                                                                       3
PE-Backed M&A Activity…
…through 1st half of 2007 (cont’d)
 Financing terms
   Negotiating strength of PE sponsors
   financing terms highly favorable to
   borrower/buyer
    − High leverage ratios and debt/EBITDA multiples
    − Low interest rates
    − “Covenant-lite”; “PlK-toggle”



                                                       4
PE-Backed M&A Activity…
…through 1st half of 2007
  Acquisition terms (in large deals)

   No financing condition
   Buyer = “shell” entity
   PE fund guarantees contractual obligations of “shell” buyer, but
   only up to a low dollar cap (a few % of purchase price)
   Reverse break-up fee payable to target company (as target’s
   exclusive remedy) if acquisition falls apart because financing is
   unavailable
   Other terms/provisions – financing-related covenants, debt
   “marketing periods,” provisions addressing remedies, etc.
   Does buyer have the option to buy its way out of the deal, even
   if the needed financing is available? ― See United Rentals
   Carve-outs from definition of “material adverse effect” (“MAE”)
                                                                       5
                                   Financing Condition*
                                      (PE Acquisitions of Public Targets)


        Deals Announced in 2005                                     Deals Announced in 2006

            Includes
                                                                                     Includes
            Condition
                                                                                     Condition
              48%
                                                                                       23%




                                                                          77%
                                           52%
                                                                      No Condition
                                       No Condition




*Edited excerpt from PE Buyer/Public Target M&A Deal Points Study
(Comm. on Negotiated Acquisitions, ABA Section of Bus. Law)                                      6
PE-Backed M&A Activity…
…through 1st half of 2007 (cont’d)
  Acquisition terms (in large deals) (cont’d)

   No financing condition
   Buyer = “shell” entity
   PE fund guarantees contractual obligations of “shell” buyer, but
   only up to a low dollar cap (a few % of purchase price)
   Reverse break-up fee payable to target company (as target’s
   exclusive remedy) if acquisition falls apart because financing is
   unavailable
   Other terms/provisions – financing-related covenants, debt
   “marketing periods,” provisions addressing remedies, etc.
   Does buyer have the option to buy its way out of the deal, even
   if the needed financing is available? ― See United Rentals
   Carve-outs from definition of “material adverse effect” (“MAE”)
                                                                       7
PE-Backed M&A Activity…
…through 1st half of 2007 (cont’d)
 “Apparently, financial buyers argue with a straight face that they
should, because of reputational factors, be considered as presenting a
lower risk of consummation for lack of financing than strategic buyers.
Thus, in the past, financial buyers always argued for a financing out.
Now, they say that they will agree to no out but only if their liability is
capped at the amount of a reverse break-up fee. Meanwhile, strategic
buyers continue to be asked to accept full liability for damages caused
if they fail to close, even if the reason for not closing is based on
financing, not a risk unique to a strategic buyer. This is an interesting
asymmetry, and the factors driving it seem to include both
economically rational ones and ones that are less rational.”

            In re The Topps Co. Shareholders Litig. (Del. Ch. 2007)



                                                                              8
PE-Backed M&A Activity…
…through 1st half of 2007 (cont’d)
  Acquisition terms (in large deals) (cont’d)

   No financing condition
   Buyer = “shell” entity
   PE fund guarantees contractual obligations of “shell” buyer, but
   only up to a low dollar cap (a few % of purchase price)
   Reverse break-up fee payable to target company (as target’s
   exclusive remedy) if acquisition falls apart because financing is
   unavailable
   Other terms/provisions – financing-related covenants, debt
   “marketing periods,” provisions addressing remedies, etc.
   Does buyer have the option to buy its way out of the deal, even
   if the needed financing is available? ― See United Rentals
   Carve-outs from definition of “material adverse effect” (“MAE”)
                                                                       9
PE-Backed M&A Activity…
…through 1st half of 2007 (cont’d)
 Focus on management conflicts
   Del. Ct. of Chancery decisions

    − SS&C (Nov. 2006)

    − Netsmart (Mar. 2007)

    − Topps (Jun. 2007)

    − Lear (Jun. 2007)


   Standard of review: Revlon (in between
   “business judgment” and “entire fairness”)
                                                10
PE-Backed M&A Activity…
…through 1st half of 2007 (cont’d)
 “Go-shop” provisions
   Features of an appropriately designed “go-shop” provision:
    − duration of go-shop period
    − reduced break-up fee applicable to go-shop period
    − “open” vs. “closed” provisions

   Some statistics…

   Can a board rely on an appropriately designed go-shop provision
   to cleanse a previously tainted process?

   Will go-shop provisions be used/useful in acquisitions by strategic
   buyers?
                                                                         11
PE-Backed M&A Activity…
…in 2nd half of 2007 and beyond

 Credit market uncertainties


 Renegotiated deals       (e.g., HD Supply)


 Busted deals      (e.g., Sallie Mae, Harman, Acxiom,
 United Rentals)



                                                        12
PE-Backed M&A Activity…
…in 2nd half of 2007 and beyond (cont’d)

 Litigation issues
   SLM Corp. (Sallie Mae) v. J.C. Flowers II L.P.
   (Del. Ch.)

         “I’m not sure [the language of the
      relevant MAE carve-out] is the greatest
      example of clear scrivening from either
      side.”

        V.C. Strine, Scheduling Conf., Oct. 22, 2007


                                                       13
PE-Backed M&A Activity…
…in 2nd half of 2007 and beyond (cont’d)
 Litigation issues        (cont’d)

   United Rentals, Inc. v. RAM Holdings, Inc.
   (Del. Ch. Dec. 2007)
          “Having determined that the contract is ambiguous on account
       of its conflicting provisions, the Court permitted the parties to
       introduce extrinsic evidence of the negotiation process....”

       “[T]he extrinsic evidence is not clear enough to conclude that there is
       a single, shared understanding with respect to the availability of
       specific performance under the Merger Agreement.... I employ the
       forthright negotiator principle.... [E]ven if [URI] believed the
       Agreement preserved a right to specific performance, its
       attorney…categorically failed to communicate that understanding to
       [the buyer] during the latter part of the negotiations.... [The buyer’s]
       attorney did communicate to URI his understanding that the
       Agreement precluded any specific performance rights. Consequently,
       I…determine that the Merger Agreement does not allow a specific
       performance remedy.”
                                                                                  14
PE-Backed M&A Activity…
…in 2nd half of 2007 and beyond (cont’d)
 Litigation issues       (cont’d)

    Genesco, Inc. v. The Finish Line, Inc. (strategic buyer)
    (Tenn. Ch. Dec. 2007)
      Relevant closing condition in Merger Agreement:
         “Since the date of this Agreement, there shall not have occurred a Company
         Material Adverse Effect…that has not been cured prior to the Termination
         Date [Dec. 31, 2007].”

      Analysis:
         “[T]he inclusion of a provision in the Merger Agreement that Genesco has
         the opportunity to cure an MAE by December 31, 2007, is an
         acknowledgment by the parties that in the context of this merger an MAE
         can occur in three or four months.”

         The Court concluded that an MAE had occurred, but determined that
         “Genesco’s decline in performance is due to general economic conditions and
         is not disproportionate to its peers in the industry.” Accordingly the Court
         determined that “Genesco fits within one of the MAE carve-outs” and
         determined that Genesco is entitled to the remedy of specific performance to
         require Finish Line to close the merger.
                                                                                        15
                                MAC/MAE Carve-Outs*

"MATERIAL ADVERSE CHANGE/EFFECT" means, when used in
connection with the Target, any change, event, violation, inaccuracy,
circumstance or effect that is materially adverse to the business,
assets, liabilities, financial condition, results of operations or
prospects of the Target and its Subsidiaries taken as a whole, other
than as a result of: (i) changes adversely affecting the United States
economy (so long as the Target is not disproportionately affected
thereby); (ii) changes adversely affecting the industry in which the
Target operates (so long as the Target is not disproportionately
affected thereby); (iii) the announcement or pendency of the
transactions contemplated by this Agreement; (iv) the failure to
meet analyst projections, in and of itself; (v) changes in laws; (vi)
changes in accounting principles; or (vii) acts of war or terrorism.


*Edited excerpt from PE Buyer/Public Target M&A Deal Points Study
(Comm. on Negotiated Acquisitions, ABA Section of Bus. Law)              16
                                                      MAC/MAE CARVE-OUTS*
                                         (PE Acquisitions of Public Targets Announced in 2005-06)
                                                                                                                                  Inc lude s
                                                                                                                           "D is pro po rt io na t e "
             N o C a rv e - O ut                                                                                                 La ngua ge
                                                                                                                                     77%
                   6%
                                                                  General Economy

                                                                   (Subset: Includes Carve-Out)



                                        94%                                                            23%
                                     Inc lude s                                                         No
                                   C a rv e - O ut                                           "D is pro po rt io na t e "
                                                                                                    La ngua ge


                                                                        Industry
                                                                                                  Inc lude s
N o C a rv e - O ut                                                                        "D is pro po rt io na t e "
     23%                                                                                         La ngua ge
                                                                                                     95%




                                                                   (Subset: Includes Carve-Out)




                                                     77%
                                                                                                                                          5%
                                                 Inc lude s
                                                                                                                                         No
                                                C a rv e - O ut
                                                                                                                               "D is pro po rt io na t e "
                                                                                                                                     La ngua ge


   *Edited excerpt from PE Buyer/Public Target M&A Deal Points Study
   (Comm. on Negotiated Acquisitions, ABA Section of Bus. Law)                                                                                               17
Interpreting MAE Provisions and Carve-Outs
 “[E]ven where a Material Adverse Effect condition is as
 broadly written as the one in the Merger Agreement, that
 provision is best read as a backstop protecting the acquiror
 from the occurrence of unknown events that substantially
 threaten the overall earnings potential of the target in a
 durationally-significant manner.* A short-term hiccup in
 earnings should not suffice; rather the Material Adverse
 Effect should be material when viewed from the longer-term
 perspective of a reasonable acquiror.”

 “* A contrary rule will encourage the negotiation of extremely detailed
 “MAC” clauses with numerous carve-outs or qualifiers. An approach that
 reads broad clauses as addressing fundamental events that would
 materially affect the value of a target to a reasonable acquiror eliminates
 the need for drafting of that sort.”

                IBP, Inc. v. Tyson Foods, Inc. (Del. Ch. 2001)
                                                                               18
PE-Backed M&A Activity…
…in 2nd half of 2007 and beyond (cont’d)

 The current state of play
   PE buyers generally not pursuing mega-deals
   Strategic buyers can compete more effectively
   with PE buyers

 Will CEOs be inclined to have their companies
 undertake a Revlon-type process, given the likelihood
 that the winning bidder could be a strategic buyer?



                                                         19
Friendly Tender Offers




                         20
Friendly Tender Offers
 “Best price” rule (SEC Rule 14d-10) amendments,
 adopted in 2006       revival of the negotiated
 tender offer as a friendly acquisition technique

 2-step acquisition structure
   1st step: negotiated tender offer
   2nd step: back-end merger (at same price per share
   as tender offer)




                                                        21
                              Structure of Cash Deals*
                   (Acquisitions of Public Targets by Strategic Buyers Announced in 2005-06)



                                                                             Two-Step
                                                                           (Tender Offer)
                                                                               13% (16% in deals in 2004)




                                      87% (84% in deals in 2004)
                                 One-Step Merger




*Edited excerpt from Strategic Buyer/Public Target M&A Deal Points Study
(Comm. on Negotiated Acquisitions, ABA Section of Bus. Law)                                                 22
Friendly Tender Offers
 Advantages of 2-step acquisition structure over
 1-step merger
   Speed
   Other considerations

 Scenarios in which 2-step structure might not be
 preferable
   Leveraged acquisition
   Lengthy regulatory approval process
   Stock-for-stock acquisition requiring vote of buyer’s
   stockholders
   Best price rule issue, where safe harbor doesn’t apply
                                                            23
Friendly Tender Offers

 Negotiating and other trends

   Top-up option

   Tender offer conditions




                                24
                                          Top-Up Option*
               (2-Step Acquisitions of Public Targets by Strategic Buyers Announced in 2005-06)




                                                                            No "Top-Up" Option
                                                                                   33% (44% in deals in 2004)




                (56% in deals in 2004)

                       67%
                Includes "Top-Up"
                      Option




*Edited excerpt from Strategic Buyer/Public Target M&A Deal Points Study
(Comm. on Negotiated Acquisitions, ABA Section of Bus. Law)
                                                                                                                25
                       Trading Suspension; Banking Moratorium;
                    War/Terrorism; Limitation on Extension of Credit*

                                           “ANNEX A
                                    CONDITIONS TO THE OFFER

   … Acquisition Sub shall not be required to accept for payment … any tendered Target
   Shares, if … at any time on or after the execution and delivery of the Agreement and prior
   to the time of acceptance for payment for any such Target Shares, any of the following
   events shall have occurred:
      (c) … (i) any general suspension of trading in, or limitation on prices for, securities on
      the New York Stock Exchange or on the Nasdaq, for a period in excess of twenty four
      hours; (ii) a declaration of a banking moratorium or any suspension of payments in
      respect of banks in the United States (whether or not mandatory); (iii) a
      commencement of a war, armed hostilities or other international or national calamity
      (including terrorist activity) directly or indirectly involving the United States; (iv) any
      limitation (whether or not mandatory) by any United States governmental authority on
      the extension of credit generally by banks or other financial institutions.”


*Edited excerpt from Strategic Buyer/Public Target M&A Deal Points Study
(Comm. on Negotiated Acquisitions, ABA Section of Bus. Law)
                                                                                                    26
                                                    Tender Offer Conditions*
                                  (2-Step Acquisitions of Public Targets by Strategic Buyers Announced in 2005-06)


             Banking Moratorium                                                      Limitation on Extension of Credit
                                                                                                                          Includes
                                         Includes Banking                                                               Limitation on
                                            Moratorium                                                                    Extension
                                               47% (78% in deals in 2004)                                                 of Credit
                                                                                                                            27%
                                                                                                                            (67% in deals
                                                                                                                            in 2004)



                                                                               (33% in deals in 2004)
                                                                                           73%
                                                                                     Does Not Include
     53% (22% in deals in 2004)                                                       Limitation on
Does Not Include                                                                        Extension
    Banking                                                                              of Credit
  Moratorium

                 Trading Suspension                                                                     War/Terrorism
                                            Includes Trading
                                               Suspension
                                                  47% (78% in deals in 2004)                                                 Includes
                                                                                                                           War/Terrorism
                                                                                                                               20%
                                                                                                                                (67% in deals
                                                                                                                                in 2004)

                                                                               (33% in deals in 2004)
                                                                                      80%
                                                                                 Does Not Include
                               53% (22% in deals in 2004)                         War/Terrorism
                          Does Not Include
                              Trading
                            Suspension


 *Edited excerpt from Strategic Buyer/Public Target M&A Deal Points Study
 (Comm. on Negotiated Acquisitions, ABA Section of Bus. Law)                                                                                    27
Trends in Negotiating Acquisitions of
    Privately Held Companies




                                        28
Negotiating Trends…
“Sandbagging”

 Sample pro-sandbagging clause, requested
 by buyer:
    “Buyer’s post-closing indemnification rights
    under this Agreement will not be limited or
    otherwise affected by any knowledge obtained
    by buyer, at any time before the closing, with
    respect to any inaccuracy in any of seller’s
    representations and warranties.”


                                                     29
Negotiating Trends…
“Sandbagging” (cont’d)
  Assume buyer knows, prior to execution of the
  definitive acquisition agreement, that one of seller’s
  key representations in the agreement is materially
  inaccurate. Assume buyer nonetheless executes the
  agreement and proceeds to close the acquisition, without
  having disclosed the inaccuracy to seller

  Can buyer successfully recover damages from seller after the
  closing in a suit against seller for breach of the
  inaccurate representation…
     …if the agreement contains a pro-sandbagging provision?
     …if the agreement is silent on the issue of sandbagging?

                                                                 30
Negotiating Trends…
“Sandbagging” (cont’d)

  Cf. Cobalt Operating, LLC v. James Crystal Enterprises, LLC
  (Del. Ch. 2007)


         “Cobalt’s breach of contract claim is not
         dependent on a showing of justifiable reliance.
         That is for a good reason…. [R]epresentations
         like the ones made in the Asset Purchase
         Agreement serve an important risk allocation
         function.”



                                                                31
                                               “Sandbagging”*
                                            (Acquisitions of Private Targets in 2006)


                                                                        Anti-Sandbagging
                                                                        Provision Included
                                                                                8%




                                                                                                                                  Preliminary
Preliminary




               Pro-Sandbagging
               Provision Included**
                      50%




                                                                                                                Silent
                                                                                                                41%




     *Edited excerpt from preliminary draft of Private Target M&A Deal Points Study
     (Comm. on Negotiated Acquisitions, ABA Section of Bus. Law); percentages do not add up to 100% due to rounding

     **Excludes provisions that deny effect to buyer’s investigation but that do not specifically address the effect of buyer’s
     knowledge of a breach of seller’s representations                                                                                      32
Negotiating Trends…
Earn-Outs

 Is an earn-out right a security?

 Anti-evasion clauses and other negotiating
 issues

 Recent judicial decisions
   LaPoint (Del. Ch. 2007)
   Rumis (S.D. Cal. 2007)
   Vaughan (4th Cir. 2007)
                                              33
Update on Prior Years’ Topics




                                34
Update…
Non-Reliance Provisions

 Sample non-reliance provision, requested by
 seller:
    “Except for the representations and warranties
    expressly set forth in section 3 of this
    agreement, seller has not made and is not
    making, and buyer has not relied and is not
    relying on, any representations or warranties,
    express or implied, regarding the target
    company or its business, regarding the target
    company’s past or future financial condition or
    performance or regarding the subject matter of
    this agreement.”                                  35
Update…
Non-Reliance Provisions (cont’d)
  Recent judicial decisions
    Genesco (Tenn. Ch. 2007)
         “Key to deciding the fraud claim are provisions in the
     parties’ agreements that Finish Line and its advisors could not
     hold Genesco liable except for information specified by Finish
     Line in the Merger Agreement that it was relying on….”
         “Accordingly, under the terms of the parties’ contracts
     Finish Line’s and UBS’s claims…[are] not actionable.”

    ABRY Partners (Del. Ch. 2006)
     “[This court has] honored clauses in which contracted parties have
     disclaimed reliance on extra-contractual representations ….”
                                                                       36
                                                 Non-Reliance*
                                          (Acquisitions of Private Targets in 2006)




                                    No Express Non-
Preliminary




                                                                                                           Preliminary
                                   Reliance Provision
                                          59%




                                                                                        Express Non-
                                                                                      Reliance Provision
                                                                                          Included**
                                                                                            41%




     *Edited excerpt from preliminary draft of Private Target M&A Deal Points Study
     (Comm. on Negotiated Acquisitions, ABA Section of Bus. Law)

     **Includes deals with express disclaimers of representations and warranties
                                                                                                                         37
                                          Non-Reliance*
                   (Acquisitions of Public Targets by Strategic Buyers Announced in 2005-06)



                                                                            Includes Non-
                                                                           Reliance Clause
                                                                                 18%




                              82%
                         Does Not Include
                        Non-Reliance Clause




*Edited excerpt from Strategic Buyer/Public Target M&A Deal Points Study
(Comm. on Negotiated Acquisitions, ABA Section of Bus. Law)                                    38
Update…
Fiduciary Exception to Board’s
Merger Recommendation Covenant

 Apparently, counsel to some buyers have
 persisted in including contractual
 restrictions on the ability of the target’s
 board to change its merger
 recommendation where no topping bid has
 been made



                                               39
                       Fiduciary Exception to Target
                     Board Recommendation Covenant*
       “Notwithstanding anything to the contrary contained in
       Section 5.2(b), at any time prior to the approval of this
       Agreement by the Required Target Stockholder Vote, the
       Target Board Recommendation may be withdrawn or
       modified in a manner adverse to the Buyer if: (i) an
       unsolicited, bona fide written offer . . . is made to the
       Target and is not withdrawn . . . (iii) the Target’s board of
       directors determines in good faith (based upon a written
       opinion of an independent financial advisor of nationally
       recognized reputation) that such offer constitutes a
       Superior Offer; (iv) the Target’s board of directors
       determines in good faith . . . that, in light of such Superior
       Offer, the withdrawal or modification of the Target Board
       Recommendation is required in order for the Target’s
       board of directors to comply with its fiduciary obligations
       to the Target’s stockholders under applicable law . . .”

*Edited excerpt from Strategic Buyer/Public Target M&A Deal Points Study
(Comm. on Negotiated Acquisitions, ABA Section of Bus. Law)                40
                       Fiduciary Exception to Target
                    Board Recommendation Covenant *
               (Acquisitions of Public Targets by Strategic Buyers Announced in 2005-06)



                               Limited to
                            Superior Offer **
                                  48% (41% in deals in 2004)




                                                                                       52% (59% in deals in 2004)
                                                                                  Not Limited to
                                                                                  Superior Offer




* Edited excerpt from Strategic Buyer/Public Target M&A Deal Points Study (Comm. on Negotiated Acquisitions, ABA Section of
   Bus. Law). Nine transactions were excluded from the main study sample because the relevant acquisition agreement did not
   include a customary form of recommendation covenant.
** A number of transactions in which the fiduciary exception was limited to Superior Offer also included provisions generally
   allowing the board to comply with its fiduciary duty of candor and/or securities law disclosure requirements.              41
Update…
Break-Up Fees

“For purposes of considering the preclusive effect
of a termination fee on a rival bidder, it is
arguably more important to look at the
enterprise value metric because…most
acquisitions require the buyer to pay for the
company’s equity and refinance all of its debt.”

       In re Lear Corp. Shareholder Litig. (Del. Ch. 2007)



                                                             42
Update…
Break-Up Fees
Target has 50 million shares outstanding. Target is entering into a
merger agreement pursuant to which buyer is to acquire target in a
cash merger at a price of $10 per share, resulting in an aggregate
transaction (equity) value of $500 million.
  Hypothetical #1

  Assume target has $400 million in cash and no debt, resulting in an
  enterprise value of $100 million. Might a break-up fee of $10 million (2% of
  transaction/equity value, 10% of enterprise value) be appropriate?
  Hypothetical #2
  Assume target has $100 million in cash and $2.1 billion in debt, resulting in
  an enterprise value of $2.5 billion. Might a break-up fee of
  $50 million (10% of transaction/equity value, 2% of enterprise value) be
  appropriate? Does it matter whether the maturity of the debt will be
  accelerated as a result of the merger?
                                                                                  43
Caveats
This presentation is intended merely to provide a general introductory
overview of certain trends and developments affecting M&A transactions.
This presentation is not intended to provide a complete analysis of the
matters covered, but rather is intended to be used and referred to in
conjunction with a more comprehensive oral presentation regarding those
matters. Accordingly, there are potentially important exceptions and
qualifications that are not reflected in this presentation.

This presentation is not intended to provide legal advice or to establish an
attorney-client relationship.

The following disclaimer is provided in accordance with the Internal Revenue
Service’s Circular 230 (21 CFR Part 10): Any tax advice contained in this
presentation is intended to be preliminary, for discussion purposes only and
not final. Any such advice is not intended to be used for marketing,
promoting or recommending any transaction or for the use of any person in
connection with the preparation of any tax return. Accordingly, any such
advice is not intended or written to be used, and it cannot be used, by any
person for the purpose of avoiding tax penalties that may be imposed on such
person.
                                                                               44
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