The Auction Process: Legal Strategies in Private M&A 2016

Course Date: May 16, 2016

Total: 5h 18min

Welcome and Introduction

William J. McFetridge — Bull, Housser & Tupper, LLP, Vancouver
Daniel E. Steiner — Bull, Housser & Tupper, LLP, Vancouver

Why and How to Run an Auction?

  • preparing for an auction
  • what types of auction to consider
  • process and timeline bullets

David Lam, CPA, CA — Partner, Mid-Market Corporate Finance, Deloitte & Touche LLP, Vancouver

Networking Break

How to Pick the Right M&A Banker

  • what does the banker do?
  • independent bankers vs. accounting firms bankers vs. bank-owned bankers
  • Canadian bankers vs. US bankers
  • negotiating the M&A banker’s engagement letter

Charles Addison — Partner, Capital West Partners, Vancouver
Curtis Johansson — Partner, CAI Private Equity, Vancouver
Susan Tomaine — Blake, Cassels & Graydon LLP, Vancouver

Who do you Want as Your Client?

  • can a law firm act for multiple bidders?
  • how do you pick the right bidder as a client?
  • issues with acting for the vendor

Daniel E. Steiner — Bull, Housser & Tupper LLP, Vancouver

Networking Lunch

How do Bidders Value the Business?

  • comparing valuation models
  • enterprise value
  • how are EBITDA and multiples determined?
  • who gets the synergies?
  • Canadian vs. American vs. foreign bidders

Jocelyn Cruickshank, CA, CBV — Partner & Managing Director, KPMG Corporate Finance Inc., Vancouver
Joe Lucke — Managing Partner, Lighthouse Equity Partners, Vancouver
David Phillips — Vice President, Yellow Point Equity Partners, Vancouver

Networking Break

Comparing Bids: Highest Bid is Not Always the Best

  • dollar amounts, bid letters, and comments on sale agreement
  • tax risks
  • regulatory risk: Competition Act, Investment Canada Act, and others
  • bids from financial buyers vs. strategic buyers
  • financing risk
  • using representation and warranty insurance to enhance a bid
  • track record of the bidders
  • post-closing risk

Valerie C. Mann — Lawson Lundell LLP, Vancouver
Britta Wagner — Senior Counsel, BC Investment Management Corporation, Victoria
Grant Wallace — Executive Director, Mid-Market Investment Banking, CIBC, Vancouver

How Representation and Warranty Insurance Can Improve a Bid

  • why use R&W insurance in an auction?
  • how does R&W work?; how long does it take and what does it cost?
  • do R&W insurers actually pay out claims?

Chris Ball — Vice President, Commercial Insurance, Reliance Insurance Agencies Ltd., Burnaby
Anne Barnes — Vancouver Branch Manager, Chubb Insurance Company of Canada, Vancouver
Kathryn Britnell — M&A Due Diligence Team and Manager Special Programs, Reliance Insurance Agencies Ltd., Burnaby

Closing Questions and Comments

William J. McFetridge — Bull, Housser & Tupper, LLP, Vancouver
Daniel E. Steiner — Bull, Housser & Tupper, LLP, Vancouver