Going Private 2010: Doing the Deal Right (Live Webcast)

Overview

Live Webcast on February 25, 2010  (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

The 2008-2009 financial crisis has directly impacted the number of public companies going private.  The number of going private deals decreased in 2009 from the 2008 level.  Learn what it takes to get a deal done.  Attend this PLI program and, in one day, you will learn the necessary practice tools to do a going private transaction from a knowledgeable faculty.

What You Will Learn

• Is going private a viable alternative for a public company? 
• What are the key drivers when deciding to go private?
• What are the costs to do a going private transaction?
• What are the fiduciary duty considerations?
• Should the Board of Directors form a special committee?
• Who are the key players in a going private transaction? 
• What are the key issues in negotiation strategy?
• How can you ensure that the transaction will close?
• Are there steps you can take to avoid issues with the SEC?
• Are there financing alternatives in this day and age for going private transactions?
• Is litigation a foregone conclusion in a going private transaction or are there steps you can take to avoid it?

Who Should Attend

Lawyers in private practice who represent public companies, in-house counsel at public companies and senior management at public companies who are involved in major corporate decisions will benefit from attending this PLI program.

Special Bonus to all Registrants

All attendees receive a complimentary copy of PLI's comprehensive Course Handbook. This softcover, bound volume was written to augment this 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.  (E.S.T.)

9:00  What’s Next for Private Equity?

• The 2010 private equity outlook
• Update on the latest legislative developments

Michael Psaros

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 (Moderator), Mark Morton, Trevor Norwitz

11:00  Networking 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 (Moderator), Ethan A. Klingsberg, David A. Lipkin

12:15  Lunch Break

Afternoon Session:  1:15 p.m. - 5:30 p.m.  (E.S.T.)

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 financing conditions, MACs, reverse break-up fees and fund guarantees?

Michael J. Aiello, Eileen T. Nugent, Clare O’Brien

3:15  Networking Break

3:30  Financing Leverage Deals in Volatile Markets

• What is the state of 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, Barbara Gould

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
Christina Chalk, Senior Special Counsel, Office of Mergers and Acquisitions, Division of Corporation Finance, U.S. Securities and Exchange Commission
Hydee R. Feldstein, Partner, Sullivan & Cromwell LLP
Barbara Gould, GE Global Sponsor Finance
Ethan A. Klingsberg, Cleary Gottlieb Steen & Hamilton LLP
David A. Lipkin, Cooley LLP
Mark A. Morton, Potter Anderson & Corroon LLP
Trevor S. Norwitz, Wachtell, Lipton, Rosen & Katz
Eileen T. Nugent, Skadden, Arps, Slate, Meagher & Flom LLP
Clare O'Brien, Shearman & Sterling LLP
Michael J. O'Brien, WilmerHale
Michael Psaros, Co-Founder and Managing Partner, KPS Capital Partners
Nancy L. Sanborn, Davis Polk & Wardwell

Program Attorney(s)

Lauren Esposito, Practising Law Institute

CLE Credit