March 17 & 18, 2020
2 Harrison Street, 6th Floor, San Francisco, CA 94105
This prestigious annual conference assembles corporate development leaders, in-house M&A counsel, board members, and private equity investors to discuss current challenges impacting complex transactions and learn about innovative methods to improve deal performance.
The cross-disciplinary agenda draws on experienced M&A professionals from various industries and regions to share first-hand experiences, best practices, and recommendations for navigating deals through both internal and external challenges.
DAY ONE AGENDA: TUESDAY MARCH 17, 2020
12:50pm - 1:10pm
Check-in and coffee service
1:10pm - 1:20pm
Opening remarks: William Jefferson Black, Managing Director, Finance Information Group & Publisher, Transaction Advisors
1:20pm - 2:10pm
Identifying and closing innovation-driven acquisitions The opening keynote discussion will look at the unique challenges associated with acquisitions where the target value is largely in future growth, new technology, intangible assets, and human capital. The participants will consider strategy frameworks for evaluating the merits of "buy v. build v. invest". Methods for allocating capital between core horizontal acquisitions and adjacent growth segments will also be considered. This interactive session will include an open discussion on pipeline management and clever methods for identifying and cultivating targets.
2:25pm - 3:15pm
Strategic v. Private Equity This lively session will provide perspective on the techniques that are commonly employed by strategic acquirers to compete with private equity firms. A contrasting look at the methods and terms used by private equity firms to compete with strategic acquirers will be provided. Specific deal trends, negotiation tactics, and transaction structures will be discussed including forms of consideration and valuation formulations, allocation of risk, and closing conditions.
3:35pm - 4:25pm
Digital diligence and related deal terms This session will look at the increasingly challenging diligence obligations associated with innovation-driven acquisitions including; shifting revenue recognition practices, quality of earnings and fraud investigations, source code audits and cyber security reviews, intellectual property rights verification, as well as demand sensing and product efficacy. The participants will then consider rapid diligence coordination methods and the negotiation of specific deal terms that may be employed to address a range of diligence discoveries related to a target's value drivers. In addition, this session will offer perspective on the strength of various remedies including termination rights before closing and allocations of successor liabilities.
4:40pm - 5:30pm
Navigating regulatory hurdles to avoid closing delays This session will look at the current level of review for non-controlling and controlling investments in targets involving sensitive personal data, infrastructure, critical technology, or other assets that may be considered 'covered transactions' under the expanding remit of CFIUS and the recent Foreign Investment Risk Review Modernization Act (FIRRMA). The impact on timing to close and related modifications to deal terms will be considered as well as coordinating issues and methods for balancing U.S. securities laws with changing and conflicting requirements in other jurisdictions. In addition, the participants will look at fluctuating trade and tariff risks and consider methods for addressing these variables in specific deal terms and through various negotiated protections.
5:30pm - 6:30pm
Private meetings / M&A technology demos
Wine reception Featuring some of California's most unique wines from the Russian River Valley, located in the heart of Sonoma County, California.
6:30pm - 8:00pm
Dinner and conversation
DAY TWO AGENDA: WEDNESDAY MARCH 18, 2020
8:30am - 9:00am
Coffee service / Private meetings / M&A technology demos
9:00am - 9:10am
Welcome Recognition of the M&A Leadership Council members and release of the Spring Communiqué
Sergio Letelier, Vice President, Deputy General Counsel - Corporate, Securities and M&A, Hewlett Packard Enterprise
9:15am - 10:05am
Workshops (select one)
- Pursuing distressed acquisition targets
- Structuring joint ventures and exit/buyout provisions
- Forming and operating a corporate venture capital fund
- Negotiating and placing forms of transactional insurance
- HR diligence, retention structures, and cultural integration mechanisms
10:05am - 10:20am
Coffee service / Private meetings / M&A technology demos
10:20am - 11:10am
Workshops (continued) Participants from each workshop will reconvene for an interactive roundtable discussion on the topics that were covered during the first session.
11:30am - 12:00pm
Keynote Interview
12:00pm - 1:00pm
Luncheon
1:00pm - 1:50pm
Developments in deal structuring This discussion will examine current negotiation points and deal terms that may be employed to allocate risk and bridge gaps between buyers and sellers. The participants will consider key points in the letter of intent, negotiation of working capital adjustments and fixed price/exchange ratio collars, look at closing conditions and dispute mitigation, and offer other practical considerations relevant to merger agreement drafting.
2:05pm - 2:55pm
Acquisition metrics: what's market and what's measured This in-depth review will provide perspective on the specific financial and non-financial metrics that are often used to consider acquisitions and communicate their strategic value to the Board and the equity and debt capital markets. The participants will discuss current valuation and earnout dynamics, models for calibrating how much to spend on M&A, the use of business unit allocations / capital charges for M&A, and look at a range of typical incentives to complete transactions.
3:15pm - 4:05pm
The current state of global merger control and antitrust challenges This session will provide guidance on M&A provisions that protectionist views, antitrust challenges, and other regulatory reviews. The participants will consider methods for anticipating political and regulatory uncertainty and incorporating those risks into specific deal terms. The discussion will offer perspective on the merits of negotiating prospective antitrust remedies or remaining silent, negotiation approaches to ensure 'best efforts' to close, and other current practices in domestic and cross-border transactions to ensure regulatory clearances.
4:20pm - 5:10pm
Modeling synergy targets and setting the course for Day One This closing keynote session will look at integration from Day One and examine expectations for synergy capture. The participants will look at the interplay between (positive and negative) cost and revenue synergies on valuation and deal terms. Best practice in the design of integration models will be discussed, including the structure of TSAs and the extent to which operational and financial transfer is paced. The panelists will consider the merits of limited integrations and advanced practice in setting and achieving synergy targets.
5:10pm - 5:15pm
Closing remarks
5:15pm - 6:30pm
Cocktail reception
INNOVATION PARTNERS
The conference will feature a number of innovative technology and information platforms that are advancing the M&A practice.
WHO SHOULD ATTEND
This program is for public-company corporate development and integration leaders, in-house M&A and securities counsel, chief financial officers, chief executive officers, board members, and private equity investors. This conference is not designed for advisors or service providers. The proceedings are closed to the media.
Conference attendees may be eligible for CLE and CPE
REGISTRATION
Registration + Subscription Includes registration for this conference and an annual subscription to Transaction Advisors for $1,295. Standard registration + subscription is $1,995.
Conference only Registration The $995 early registration rate is available until February 28, 2020. Standard registration is $1,495.
Member Discounts: Enter your email address at checkout to apply the 50% discount that is included with your subscription.
Group Discounts: Please contact us to learn about applicable group registration discounts for 3 or more members of our M&A team.
TERMS
Registration rates are subject to change. Registrations are nonrefundable, but if you are not able to attend an event in which you registered, we will make every effort to transfer your registration to a future conference, of similar or lesser value, for a period of one year. You may also transfer your registration to another individual within your organization, upon our approval. We reserve the right to limit or deny access to our events to any person at our sole discretion. We make no representation that the information and experience provided at any of our events or conferences are suitable for any purpose (see Disclaimer of Warranties). By attending this program you grant Finance Information Group LLC permission to capture and publish videos and pictures that may include your image.
