Skip to content

LBO and Acquisition FinanceFrom structuring through term sheet negotiation and drafting voluminous documentation to creating security, the same team of attorneys moves everything forward quickly.

Free consultation Why LegalAgent
Response time
1 business day*
First consultation
30 min free
Scope
Structuring · Term negotiation · Contract drafting · Security procedures

* As a rule, for contract reviews and routine legal questions. For complex or urgent matters we propose a schedule that fits the matter.

Client companies served*

150+

Selected clients shown, in no particular order. * Clients and partners. Not limited to LBO and Acquisition Finance matters.

ACROVE KADOKAWA NOAH JASO Pacific Meta New Commerce Ventures Skyland Ventures FRONTEO YAMAP LAPRAS TECHSUITE YStory

Moving quickly through structuring, term sheet negotiation, document drafting and security creation

In LBO and acquisition finance, structuring, term sheet negotiation, drafting voluminous documentation and the whole security process need to move quickly, keeping pace with how the deal progresses. The AI Agent we develop in-house moves issue extraction and drafting forward, and the same team of attorneys advances the documentation and the security procedures in parallel. We act for buyers, borrowers and target companies.

  • Sorting out structuring issues and planning the reorganization takes time
  • You cannot judge whether the loan terms in the term sheet fit the business plan
  • You cannot keep up with drafting and revising lengthy, complex loan agreements and related contracts
  • You cannot organize the procedures for creating and perfecting security over numerous assets

Why LegalAgent

With LegalAgent, you can move voluminous documentation and the security procedures forward quickly

We keep your deal moving in three ways: fast answers, fees you know before we start, and one team handling multiple agreements.

  1. 01Speed

    Typical law firms3–5 business days

    LegalAgent1 business day, as a rule

    We use the AI Agent to speed up drafting and analysis

    We answer contract reviews and routine legal questions within one business day as a rule. In LBO deals, we use the AI Agent's lists of terms and first drafts to move swiftly on revising voluminous documentation and sorting out the issues.

  2. 02Fees

    Hourly billingTotal unknown at the start

    LegalAgentScope and fee set before we start

    We ask about contract volume and procedural scope, and show fees before we start

    We ask about the acquisition structure, the types and volume of documents, and the assets to be secured, and give you an estimate before we start. Matter-based work is generally on a fixed fee.

  3. 03In parallel

    • Structuring
    • Term sheet negotiation
    • Document drafting
    • Security procedures

    The same team of attorneys advances multiple agreements in parallel

    One team handles the loan agreement, security documents, intercreditor agreement, internal resolution documents and more, and drafts them while resolving inconsistencies between the agreements.

* Response times are for contract reviews and routine legal questions; they vary by matter.

How it works

The AI Agent organizes the terms; attorneys focus on judgment and negotiation

The AI Agent lists the terms in term sheets and voluminous documentation and prepares drafts; attorneys check them against the business plan, decide on contract revisions and negotiate with financial institutions.

AI Agentdoes the work

  • Lists the terms from term sheets and draft agreements and extracts the issues
  • Prepares drafts of lengthy loan agreements, security agreements and intercreditor agreements
  • Itemizes the assets to be secured and the steps for perfection

Attorneysmake the judgment

  • Assess financial covenants and other loan terms against the post-acquisition business plan
  • Judge the legality of the target company's internal procedures, conflict-of-interest issues and the order for creating security
  • Take responsibility for the negotiation strategy with financial institutions, the final contract terms and the whole process
StructuringOngoing management
  1. STEP 01Structuring

    Set out early the issues concerning the capital structure of the acquisition vehicle (SPC), whether mezzanine financing is needed and the Companies Act procedures for a post-acquisition merger (such as the creditor objection procedure)

    Structuring memo, legal issues table and draft procedural schedule

  2. STEP 02Term sheet negotiation

    Check the loan terms against the business plan, and develop the requested changes and negotiation strategy for financial covenants, restrictions on asset disposals and investment, mandatory prepayment and other terms

    Term sheet comparison table, list of requested changes and negotiation memo for the financial institution

  3. STEP 03Drafting and revising the documents

    Use the AI Agent to extract issues from the voluminous documentation, and have one team draft proposed revisions and related internal resolution documents while keeping the agreements consistent

    Draft agreements with tracked changes, clause comparison table, and draft minutes of shareholders' and board meetings

  4. STEP 04Security procedures

    Prepare the security agreements, and set out the procedures such as entry in the shareholder register, the depositary bank's consent and registration, the target company's board resolutions and the order for releasing existing security

    Draft security agreements, perfection procedure timeline, draft board minutes of the target company and checklist for releasing existing security

  5. STEP 05Ongoing management

    Support carrying out the post-acquisition reorganization procedures, managing the procedures for security to be added after the acquisition, and managing reporting obligations under the covenants in the loan agreement

    Reorganization procedure schedule, timeline for creating additional security and covenant management table

  • Attorneys make the final callAn attorney checks every deliverable and takes responsibility for it.
  • Your inputs are not used to train AIOn top of attorneys' statutory duty of confidentiality, we work in an environment where your inputs are not used to train AI.
  • An AI Agent built in-houseOur own engineers develop it. Information Security Policy

Use cases

Common requests and what you receive

From structuring through term sheet negotiation and drafting voluminous documentation to the security procedures, this map matches the starting point of a consultation, the impact of leaving it unaddressed, and what our firm reviews.

  1. 01

    You need to firm up the acquisition structure and the mix of equity and borrowing

    If left aloneInsufficient analysis of the balance between equity and borrowing or of the post-acquisition merger procedures causes delays in the terms presented to financial institutions and in the reorganization procedures

    What we doSet out the legal procedures, such as establishing the SPC, its capital structure, whether mezzanine financing is needed and the creditor objection procedure for a post-acquisition merger, and support finalizing the structure

    What you receive
    • Structuring memo
    • Legal issues table
    • Reorganization procedure timeline

  2. 02

    A financial institution has presented a term sheet for an LBO loan

    If left aloneAgreeing to financial covenants and mandatory prepayment terms without checking them against the business plan restricts flexible investment and dividends after the acquisition

    What we doCheck the loan terms presented against the post-acquisition business plan and planned capital expenditure, prioritize the clauses to be changed, and negotiate with the financial institution

    What you receive
    • Term sheet comparison table
    • List of requested changes
    • Negotiation strategy memo for financial institutions

  3. 03

    Drafts of the senior loan agreement, subordinated loan agreement, intercreditor agreement and other agreements have been presented

    If left aloneThe sheer volume of documentation delays clause revisions, and the process moves ahead with inconsistencies and unfavorable restrictive clauses still in place

    What we doUse the AI Agent to extract key issues from the voluminous set of agreements, and have one team draft proposed revisions while keeping the agreements consistent with one another

    What you receive
    • Clause comparison table
    • Proposed contract revisions with tracked changes
    • Comment memo by issue

  4. 04

    You have been asked to create security over shares, deposits, accounts receivable and real estate

    If left aloneOverlooking the method of perfection, the depositary bank's consent or anti-assignment clauses on accounts receivable means the security cannot be asserted against third parties, or its creation is delayed

    What we doDraft pledge agreements and security assignment agreements for each secured asset, and make clear the steps such as entry in the shareholder register, the depositary bank's consent and registration

    What you receive
    • Security creation plan
    • Draft security agreements of each type
    • Chart of perfection steps

  5. 05

    The target company needs to provide security or guarantees, or security on existing borrowings needs to be released

    If left aloneDefects in the target company's board resolutions or doubts about conflicts of interest arise, and the sequence for discharging existing security stalls, hindering the creation of new security

    What we doDraft the target company's board resolution documents, and set out the sequence between obtaining security release documents on repayment of existing borrowings and creating new security

    What you receive
    • Draft board minutes of the target company
    • Checklist for releasing existing security and guarantees
    • Sequence chart for creating and releasing security

Scope of our LBO and acquisition finance support

We set out the items we review and the deliverables for structuring, term sheet negotiation, drafting voluminous documentation and the whole security process.

Acquisition structuring
We set out the legal issues early, from establishing the acquisition vehicle (SPC) and the mix of equity and borrowing to the post-acquisition reorganization.
  • Reviewing the capital and borrowing structure
  • Planning the post-acquisition reorganization
Term sheet negotiation
We scrutinize the loan terms presented by the financial institution, check them against the post-acquisition business plan and support negotiations with clear priorities.
  • Scrutinizing the basic loan terms and covenants
  • Supporting negotiations with the financial institution
Drafting and revising voluminous documentation
For multiple lengthy documents with complex issues, attorneys draft and revise promptly, drawing on first drafts and issue extraction by the AI Agent.
  • Drafting loan-related and intercreditor agreements
  • Preparing shareholders' agreements and internal resolution documents
The whole security process
We move systematically and swiftly through creating security over a wide variety of assets, perfection against third parties, the target company's internal procedures and the release of existing security.
  • Security agreements and perfection procedures
  • The target company's internal procedures and release of existing security

Our approach

What we focus on in LBO and Acquisition Finance

To move LBO and acquisition finance forward quickly, in step with how each deal progresses, we provide support with the following setup and approach.

  1. 01

    Speeding up drafting by having the AI Agent list the terms and extract the issues

    The AI Agent we develop in-house lists the terms, extracts the key issues and drafts contract clauses from the term sheets and voluminous draft agreements that have been presented. By shortening the time spent on routine organizing and drafting, we have built a system in which attorneys can concentrate from an early stage on checking the terms against the business plan and assessing risk.

  2. 02

    The same team of attorneys advances multiple documents in parallel

    The same team of attorneys keeps track of all the issues that span multiple agreements, such as the loan agreement, security documents, intercreditor agreement, shareholders' agreement and internal resolution documents. We reduce handovers between different people and time spent waiting for confirmations, and draft and revise in parallel while resolving inconsistencies between the agreements.

  3. 03

    Setting a negotiation strategy grounded in the business plan at the term sheet stage

    Even before formal draft agreements are presented, we check the terms of the term sheet against the plans for capital expenditure, add-on acquisitions and dividends after the acquisition. We set out the priorities and alternatives for the clauses we will ask to change at an early stage, before entering discussions with the financial institution.

  4. 04

    Planning the procedures for each type of security and the internal resolutions in advance

    We start early on the procedures required for each type of security, such as entering the pledge in the shareholder register, obtaining the depositary bank's consent, checking anti-assignment clauses affecting accounts receivable and registration for real estate, and on the target company's board resolutions. By separating the security to be created when the shares are acquired from the security to be added after the acquisition, and setting this out in advance together with the order for releasing existing security, we keep the procedures from stalling.

Pricing

LBO and acquisition finance fees

Because the scope of review differs with the acquisition structure, the types and volume of documents and the assets to be secured, we provide an estimate after hearing the details.

How fees are set

Scope and fee agreed before we start

Matter-based work is generally on a fixed fee. For complex or urgent matters, we propose a schedule and an estimate that fit the matter.

First consultation

A free 30-minute online meeting.

You can come to us before your documents are in order. Tell us what you know so far.

Free consultation

What we check before quoting

  • The acquisition structure (whether there is an acquisition vehicle, whether mezzanine financing is raised and whether there is a post-acquisition reorganization)
  • The types and volume of documents such as the loan agreement, subordinated loan agreement and intercreditor agreement
  • The types of assets to be secured (shares, deposits, accounts receivable, real estate) and the scope of perfection procedures
  • The scope of the target company's board resolutions and other internal procedures, and of releasing existing security and guarantees
  • The expected number of negotiation rounds on terms with the financial institution

We provide an individual estimate before we start, after confirming the acquisition structure, the volume of documents that need drafting or revision, and the scope of the security procedures.

Team & Record

Attorneys who know M&A and financing handle your matters

M&A and capital transactions
20+
Legal and investment DD
20+
Financing matters
65Since 2024, issuer and investor side
Contract reviews and drafts
2,000+

* Approximate figures based on matters handled by our firm; actual figures vary by matter.

Engineers

Shinya Makita and Sota Miya build our product on the same team as the attorneys.

Practical guides to LBO and M&A

Term sheetsLBO Loan Term Sheets: Covenants and Events of Default That Shape Post-Acquisition Management

This article covers the terms a borrower negotiates in an LBO loan term sheet, focusing on mandatory prepayment, covenants and events of default. It also addresses exclusivity in the arrangement, fees, representations and warranties about the target company, and how to respond in business succession deals.

Related practice areas

FAQ

Frequently asked questions

Can we consult you before a financial institution has been chosen?

Yes. Even before a financial institution is selected, we support you from an early stage in considering the structure, including the capital structure of the acquisition vehicle (SPC), the balance between equity and borrowing and post-acquisition reorganization, and in setting out the expected loan terms.

Can we engage you only to draft or revise loan agreements and security documents?

Yes. Even where another law firm or your in-house legal team is handling the legal due diligence and share purchase agreement for the M&A itself, we can limit our support to the LBO: negotiating the term sheet and drafting and revising the loan agreement, intercreditor agreement, the various security agreements and the internal resolution documents.

Can the target company consult you about providing security or guarantees?

Yes. Acting for a target company that has been asked to provide its own assets as security or give a joint and several guarantee for the buyer's borrowing, we support you with internal procedures such as board resolutions, the directors' duty of care, attention to conflict-of-interest transactions, and checking anti-assignment clauses and similar provisions in contracts with business partners. However, where the interests of the buyer and the target company conflict in the same deal, we confirm individually whether we can accept the engagement.

Can we also ask you to handle tax structuring and share valuation?

Tax structuring and share valuation fall within the domain of tax accountants, certified public accountants and other professionals, so they are outside the scope of our firm's services. Our firm handles the legal side of structuring, contract drafting and procedures, and works in close cooperation with tax accountants, certified public accountants and other professionals.

Do you also draft and revise English-language loan agreements and security documents?

We also draft and revise English-language documentation. In deals involving foreign-affiliated funds or where overseas financial institutions join the lending syndicate, we support the review of term sheets, loan agreements, security agreements and intercreditor agreements prepared in English, and the revision of their clauses.

Can you respond promptly even when voluminous documentation is presented within a short period?

Yes. The AI Agent we develop in-house lists the terms, extracts the issues and prepares drafts from voluminous documentation, while attorneys concentrate from an early stage on consistency with the business plan and judgments on key issues. Because the same team of attorneys advances multiple agreements in parallel, we can extract issues and prepare proposed revisions at the same time even when the documents are presented within a short period.

How do you proceed with the security procedures and the release of security on existing borrowings?

For each type of asset to be secured, such as share pledges, deposit pledges, security assignments of accounts receivable and real estate mortgages, we set out the execution of the agreements and the procedures for perfection against third parties. In parallel with checking the target company's internal resolutions and its contracts with business partners, we plan in advance the order of releasing security on repayment of existing borrowings and creating new security.

Contact

Tell us about the acquisition structure and loan terms you have in mind

Whether you are considering the structure, a financial institution has presented a term sheet, or voluminous documentation needs review, you can consult us with the information available at this point.

  • A free 30-minute online first meeting
  • You can consult us at the structuring stage, before a financial institution is chosen
  • You can also consult us on drafting or revising only the loan agreement or security documents