This simulation course focuses on the development of the key legal knowledge and skills needed to successfully structure and effectuate acquisition finance solutions in the context of an M&A transaction involving a private equity sponsor seeking to acquire a public company target. The course immerses students in role-playing as financiers, private equity sponsors, and public company sellers to structure and negotiate the financing arrangements needed to fund the acquisition of a public company in an auction process. It requires them to engage in substantial problem-solving throughout each course session to account for variables and market conditions that can arise and change during the lifecycle of a private equity-leveraged buyout. Students will draft key documents and participate in simulated negotiating sessions involving the financing provisions in merger and acquisition agreements (including financing cooperation covenants, marketing periods, termination remedies, and Xerox provisions), debt commitment letters (including the terms of the take-out financing, debt underwriting, and syndication arrangements), and financial advisor engagement letters.

Prerequisite(s): Corporations

Recommended for the Following Professional Pathways: Corporate Transactions and Governance; General Practice—Transactional; Financial Services and Compliance

2 credits