March 6, 2014
Gibson Dunn’s leading practitioners and special guests review the current landscape of mergers and acquisitions and discuss key developments and trends shaping the global market. We are pleased to present our clients and friends with this series of webcast programs over the next several months on topics such as Carve-Out Transactions: Sales of Divisions and Subsidiaries, Designing Successful Joint Ventures, Mergers & Acquisitions Finance and Shareholder Activism.
This program discusses financing-related provisions in acquisition agreements including representations and warranties, financing cooperation covenants, and so-called "Xerox" provisions. The program also explains the key provisions of the related commitment, fee and engagement letters for a committed senior debt and high yield financing for the acquisition and how they relate to the acquisition and the acquisition agreement.
Aaron Adams—Aaron F. Adams is a partner in the New York office of Gibson, Dunn & Crutcher. He is a member of the Firm’s Global Finance Practice Group. He represents borrowers and lenders in connection with senior credit facilities, note offerings, mezzanine financings, asset-based financings and other banking and credit matters. Mr. Adams earned his Juris Doctor in 2000 from the Boston University School of Law, where he was a member of the Boston University Law Review. He received a Master of Arts degree from The University of Chicago in 1996 and a Bachelor of Arts degree in Philosophy with honors from Swarthmore College in 1994.
Joerg Esdorn—Joerg Esdorn, a partner in Gibson, Dunn & Crutcher’s New York office and a Co-Chair of the Firm’s Global Finance Group, received the equivalent of a master’s degree in process engineering from the Technical University of Munich, Germany, in 1981 and his J.D. from The University of Chicago Law School in 1985. He focuses on the representation of providers of capital and issuers/borrowers in leveraged finance transactions, convertible debt offerings and restructurings. His experience includes leveraged loans, high yield notes, mezzanine debt, convertible debt as well as exchange offers and consent solicitations, DIP loans and exit financings. He has extensive experience with financings in the TMT, healthcare, industrial, energy and other sectors. Mr. Esdorn is consistently ranked among the top Banking & Finance lawyers in New York by Chambers USA: America’s Leading Lawyers for Business, International Financial Law Review, and The US Legal 500.
Darius Mehraban—Darius Mehraban is a partner in the New York office of Gibson, Dunn & Crutcher. He is a member of the Firm’s Global Finance Group, focusing on loan and other debt financing transactions, as well as swaps and other derivative transactions. Mr. Mehraban’s debt finance experience includes syndicated credit facilities for leveraged and investment grade borrowers, project financings and equipment financings, and acquisition credit facilities, as well as high-yield and convertible notes and leasing and structured finance transactions. Mr. Mehraban has represented borrowers, issuers, arrangers and lenders in many types of secured and unsecured financing structures in a wide range of industries, with particular concentrations in the energy, natural resources and aerospace sectors. Mr. Mehraban’s derivative transaction representations for a range of international and domestic clients cover many types of equity derivative structures, as well as commodity, currency and interest hedging and total return and synthetic debt products. Mr. Mehraban earned his Juris Doctor cum laude from the University of Michigan Law School in December of 1996, where he was an editor of the Michigan Law Review. He received his Bachelor of Arts degree in English Literature and Philosophy with high honors from the University of Michigan in 1994.