Going Private: Doing It Right 2009 (Live Webcast)

Feb. 26, 2009

Overview

Live Webcast on February 26, 2009 (E.S.T.)

This is a webcast of the live New York session.

Special Note - New York Transitional credit for this program is only available to New York licensed attorneys practicing law outside the U.S.

Why You Should Attend

While the number of public companies going private slowed in 2008 due in large part to the credit crunch, private equity funds continue to finance the “right” deals. Learn what it takes to be the “right” deal. Don’t stand on the sidelines and wait patiently for the market to turn. Attend this PLI program and get all the practice tools you need in just one day from a very knowledgeable faculty.

What You Will Learn

Should a public company go private in this day and age?
What are the key drivers when deciding to go private?
Who are the players in going private transactions?
What are the fiduciary duty considerations?
What are the key issues in negotiation strategy?
How can you ensure that the transaction will close?
What financing alternatives are there for going private transactions?
What is the current litigation landscape?

Who Should Attend

Securities or corporate lawyers in private practice, in-house counsel and senior management involved in major corporate decisions will benefit from attending this program.

Special Bonus to all Registrants

All attendees will receive a complimentary copy of PLI's comprehensive Course Handbook. This softcover, bound volume was written to augment the program and to stand alone as a permanent reference. PLI's Course Handbooks represent the definitive thinking of the nation's finest legal minds, and are often the standard reference in the field.

Please Note: Webcast attendees will receive a downloadable version of the Handbook one business day prior to the program.

PLI Group Discounts

Groups of 4-14 from the same organization, all registering at the same time, for a PLI program scheduled for presentation at the same site, are entitled to receive a group discount. For further discount information, please contact membership@pli.edu or call (800) 260-4PLI.

PLI Can Arrange Group Viewing to Your Firm

Contact the Groupcasts Department via email at groupcasts@pli.edu for more details.

Schedule

All times are E.S.T.

Morning Session: 9:00 a.m. - 12:15 p.m.

9:00 Why Do Companies Opt to Go Private?

What is a going private transaction?
What are the issues confronting public companies today?
Why do public companies go private?
How are private equity buyers different from strategic buyers?

Francis J. Aquila

10:00 How Courts Will Review Your Work: The Legal Framework for the Transaction

What standard of review applies?
- Business judgment?
- Revlon?
- Entire fairness?
How to sort out relevant case law

William T. Allen, Mark A. Morton, Trevor S. Norwitz

11:00 Break

11:15 The Special Committee: Not Just Window Dressing

When is a special committee required?
Which directors should be included or excluded?
What legal protections are afforded by the establishment of a special committee?
What procedures should a special committee follow to be effective?

Frederick H. Alexander, Richard E. Climan, Ethan A. Klingsberg

12:15 Lunch Break

Afternoon Session: 1:15 p.m. - 5:30 p.m.

1:15 What Is a Going Private Transaction?

How to identify and cope with Rule 13e-3 issues
Going private transactions with a controlling shareholder vs. private equity buyers
How can management participate in the transaction?

Christina Chalk, Michael J. O’Brien, Nancy L. Sanborn

2:15 Key Issues in Negotiation: Will the Pendulum Swing?

What are the issues focused on by private equity buyers versus strategic buyers?
What are the key provisions of merger agreements with private equity firms? Are the key provisions different for strategic buyers?
What deal protections and “go shop” provisions should be considered?
What are the trends relating to financing conditions, MACs, reverse break-up fees and fund guarantees?

Michael J. Aiello, Stephen M. Besen, Eileen T. Nugent

3:15 Break

3:30 Financing Leveraged Deals in Volatile Markets

What is the state of the leveraged finance markets?
What financing options are available?
How to negotiate the terms of the financing
Do commitment letters have any value?

Hydee R. Feldstein, Gregory L. Segall

4:30 Getting to Fairness: Substance & Process

How to select and utilize advisors
The rules of the road and how to avoid landmines
Start to finish - how long will the transaction take to close?

Francis J. Aquila, Nancy H. Wojtas

5:30 Adjourn

Faculty

Co-Chair(s)

Francis J. Aquila, Partner, Sullivan & Cromwell LLP
Nancy H. Wojtas, Cooley Godward Kronish LLP

Speaker(s)

Michael J. Aiello, Weil, Gotshal & Manges LLP
Frederick H. Alexander, Morris, Nichols, Arsht & Tunnell LLP
William T. Allen, Nusbaum Professor of Law and Business, NYU, Wachtell, Lipton, Rosen & Katz
Stephen M. Besen, Shearman & Sterling LLP
Christina Chalk, Senior Special Counsel, Office of Mergers and Acquisitions, Division of Corporation Finance, U.S. Securities and Exchange Commission
Richard E. Climan, Dewey & LeBoeuf LLP
Hydee R. Feldstein, Partner, Sullivan & Cromwell LLP
Ethan A. Klingsberg, Cleary Gottlieb Steen & Hamilton LLP
Mark A. Morton, Potter Anderson & Corroon LLP
Trevor S. Norwitz, Wachtell, Lipton, Rosen & Katz
Eileen T. Nugent, Skadden, Arps, Slate, Meagher & Flom LLP
Michael J. O'Brien, WilmerHale
Nancy L. Sanborn, Davis Polk & Wardwell
Gregory L. Segall, Managing Partner, Versa Capital Management, Inc.

Program Attorney(s)

Lauren Esposito, Practising Law Institute

CLE Credit

PLI makes every effort to accredit its Live Webcasts. Please check the CLE Calculator above for CLE information specific to your state.

PLI's Live Webcasts are approved for MCLE credit (unless otherwise noted in the product description) in the following states/territories:

Alabama, Alaska, Arizona, Arkansas, California, Colorado, Delaware, Florida, Georgia, Hawaii, Idaho*, Illinois, Indiana¹, Iowa*, Kentucky*, Louisiana, Maine*, Minnesota, Mississippi, Missouri, Montana, Nebraska, North Carolina, North Dakota, New Hampshire*, New Jersey, New Mexico, Nevada, New York², Ohio³, Oklahoma, Oregon*, Pennsylvania⁴, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia, Virgin Islands, Washington, West Virginia, Wisconsin, and Wyoming*.

*PLI will apply for credit upon request.

Arkansas, Mississippi, Ohio, Oklahoma, and Rhode Island: Audio-only live webcasts are not approved for credit.

¹Indiana: Considered a distance education course. There is a 6 credit limit per year.

²New York: Newly admitted attorneys may not take non-transitional course formats such as on-demand audio or video programs or live webcasts for CLE credit. Newly admitted attorneys not practicing law in the United States, however, may earn 12 transitional credits in non-traditional formats.

³Ohio: To confirm that the live webcast has been approved, please refer to the list of Ohio’s Approved Self Study Activities at http://www.sconet.state.oh.us. Online programs are considered self-study. Ohio attorneys have a 6 credit self-study limit per biennial compliance period. The Ohio CLE Board states that attorneys must have a 100% success rate in clicking on timestamps to receive ANY CLE credit for an online program.

⁴Pennsylvania: A live webcast may be viewed individually or in a group setting. Credit may be granted to an attorney who views a live webcast individually. There is a 4.0 credit limit per year for this type of viewing. A live webcast viewed in a group setting receives live participatory credit if the program is open to the public and advertised at least 30 days prior to the program. Live webcasts viewed in a group setting that do not advertise at least 30 days prior the program will be considered "in-house", and therefore denied credit.

Running time and CLE credit hours are not necessarily the same. Please be aware that many states do not permit credit for luncheon speakers.

Note that some states limit the number of credit hours attorneys may claim for online CLE activities, and state rules vary with regard to whether online CLE activities qualify for participatory or self-study credits. For more information, refer to your state CLE website or call Customer Service at (800) 260-4PLI (4754) or email: info@pli.edu.

If you have already received credit for attending some or the entire program, please be aware that state administrators do not permit you to accrue additional credit for repeat viewing even if an additional credit certificate is subsequently issued.