The Ins and Outs of M&A Investment Banking Engagement Letters CLE

The Ins and Outs of M&A Investment Banking Engagement Letters

May 2011

The Ins and Outs of M&A Investment Banking Engagement Letters

M&A Breakfast CLE Series

Program Description

Robert Mintz, Esq., of Hogan Lovells will moderate a panel of experts from prominent Denver investment banking firms in discussing the ins & outs of crafting and negotiating M&A investment banking engagement letters. The experts will share their perspectives on a wide array of issues relevant to such engagement letters, including the different types of transactions subject to engagement, services to be provided by the banking advisors, pricing terms and fees, tail periods, and matters open for negotiation and indemnification. If you represent clients who use investment banking advisors, you will not want to miss this unique opportunity to gain insight on these engagement letters from the experts on the other side of the table!

Don't Forget: The M&A Breakfast Series is also available via live Internet webcast, direct to your desktop!

Topics

- Different types of transactions subject to engagement

- Services to be provided by banking advisors

- Pricing terms and fees

- Tail periods

- Matters open for negotiation and indemnification

… and more!

Who Should Attend

- M&A Attorneys

- In-house Counsel

- Finance Industry Professionals

- Investment Bankers

… anyone involved in the M&A process!

Agenda

7:30 am

Registration

8:00 - 9:00

Programming

9:00 am

Adjourn

Program Series Co-chairs:

Darren R. Hensley, Esq.

Hensley Kim & Holzer, LLC

Denver, CO

Hendrik F. Jordaan, Esq.

Morrison & Foerster, LLP

Denver, CO

Moderator

Robert Mintz, Esq., Hogan Lovells, LLP

Robert Mintz focuses on three principal areas: Private equity, consisting of representation of sponsors and issuers in mergers and acquisitions, equity and debt financings, recapitalizations, joint ventures and partnerships, non-qualified compensation planning and general corporate counseling; sophisticated tax planning for all types of business transactions; and representation of taxpayers in tax controversies with governmental tax authorities. Rob has over two decades experience in advising on tax matters.

Panelists

Christopher S. Barnes, Managing Director, Sarowdin Partners, LLC

Christopher B. Barnes is the founder of Sarowdin Partners, a nationally oriented investment banking firm providing senior level, Wall Street quality mergers and acquisitions, capital raising and financial consulting expertise to manufacturing, distribution and service companies under $20 million in enterprise value. The firm was predicated on the belief that smaller companies have been underserved when it comes to high quality investment banking representation. During Chris' 20-year investment banking career, he has successfully developed and executed in excess of $1 billion of private and public mergers and acquisitions and in excess of $1 billion of public and private equity financings for middle-market businesses.

Michael Crawford, Partner, Q Advisors, LLC

Michael Crawford has over 20 years of investment banking and operating experience. During his investment banking career, Michael has executed mergers and acquisitions and raised equity and debt capital through both private placements and public offerings in a wide range of industries. Prior to joining Q Advisors, Michael spent five years with Level 3 Communications, where he held several leadership positions.

Christopher Haymons, Managing Director and Co-head of the Diversified Industries Group, St. Charles Capital

Christopher Haymons has 19 years of mergers and acquisitions and financing transaction experience. His experience spans a variety of transaction types, including both sell-side and buy-side mergers and acquisitions, recapitalizations, divestitures, restructurings, and growth financings. He has extensive experience in structuring complex transactions across all types of capital sources, and has worked with numerous private equity investors, subordinated debt funds, hedge funds and senior debt lenders. Mr. Haymons has enjoyed recent success on M&A transactions for both multi-billion dollar corporate entities, private equity sponsored companies and entrepreneurially-owned and run businesses.

Alan Mayer, Managing Director, Green Manning & Bunch

Alan Mayer joined his firm in 2003 to form and lead GMB Business Advisors, a division of GMB focused on M&A transactions for lower middle-market companies. From 1998-2003, Mr. Mayer completed numerous M&A transactions as president of his own firm, Mayer Business Advisors, and as vice president and principal of UniRock Management Corporation, a Denver-based merchant banking firm. Previously (1992-1998), Mr. Mayer was senior vice president and general counsel of Colorado Gaming & Entertainment Co. (CG&E), a publicly traded company with casino holdings in various jurisdictions. While at CG&E, Mr. Mayer successfully directed the sale of the company for $90 million to an international hospitality company. He began his professional career as an attorney at Isaacson, Rosenbaum, Woods & Levy.

Patrick Seese, Managing Director, Integris Partners, Ltd.

Patrick Seese specializes in mergers and acquisitions across a diverse range of industry sectors, including outdoor consumer products, industrials, and agriculture. He has more than 15 years of experience across the M&A spectrum, having worked in corporate M&A, the bulge bracket, and the middle market. Prior to joining Integris, Patrick worked in the Mergers and Acquisitions groups at Credit Suisse First Boston. Previously, he served as the Head of Corporate Development for Katy Industries, a publicly traded industrial and consumer products company.