01
Acquisition structure and vehicle
We review the structure, including the acquisition vehicle, the flow of funds and any post-closing merger or other reorganization.
- Acquisition vehicle
- Flow of funds
- Post-closing merger
Legal support for M&A transactions funded by LBO loans, covering loan agreements, security packages, guarantees, refinancing of existing debt and closing funds flow.
LBOAcquisition FinanceLeveraged BuyoutM&ALegalAgent
Overview
Aligning the acquisition agreement and the loan documents toward one closing
In a leveraged acquisition, the conditions precedent under the share purchase agreement and the drawdown conditions under the loan agreement must be satisfied on the same day.
LegalAgent reviews the acquisition vehicle, the loan agreement, the security package, guarantees, the repayment of the target's existing debt and the release of existing guarantees and security alongside the negotiation of the acquisition itself.
We support business successions, management buyouts and acquisitions by funds or operating companies, from lender negotiations through the closing funds flow. Lawyers remain responsible for final legal judgment and quality control.
Scope
Scope
02
Loan agreement
We review drawdown conditions, representations, financial covenants, mandatory prepayment and events of default, and support negotiations with lenders.
- Term sheet
- Drawdown conditions
- Financial covenants
03
Security and guarantees
We review share pledges, security over deposits, receivables and real estate, guarantees by the target and the required corporate approvals.
- Share pledge
- Target guarantee
- Corporate approvals
04
Existing debt and closing funds flow
We organize the prepayment of existing debt, the release of guarantees and security, the documents to be obtained from financial institutions and the order of payments on the closing date.
- Repayment of existing debt
- Release of guarantees and security
- Funds flow memo
Process
Process
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01
Structure and financing plan
We confirm the purpose of the acquisition, the purchase price, the mix of equity and debt, the expected lenders and the timeline.
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02
Aligning the transaction documents
We compare the share purchase agreement, the loan agreement and the security documents, and prepare comments and negotiation points.
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03
Closing and post-closing
We support the drawdown condition documents, the funds flow, the creation of security, any post-closing merger and covenant management.
FAQ
FAQ
Do we need to engage you separately from the M&A work?
No. We support the LBO loan documents and the funds flow together with legal due diligence and the share purchase agreement.
Can we consult you before a lender has been selected?
Yes. We can start from the acquisition structure and financing plan, and organize the materials to be presented to lenders and the expected financing terms.
Do lawyers make the final judgment?
Yes. AI may be used for initial organization, translation or comparison, but lawyers make the final legal assessment.
Contact
Contact
Discuss LBO and Acquisition Finance
We will learn about your business and legal function, then propose the appropriate scope of support.