Asset Sales

Was the deal ill-conceived? Was the borrower undercapitalized/overleveraged? Was it the victim of intervening circumstances and unforeseeable events? In today’s covenant-light world, more financial players and operating companies’ owners are availing themselves of relatively accessible credit facilities to cash in on the perceived value of entities with attractive balance sheets. But what happens if the company later fails and ends up in bankruptcy? Are redeeming shareholders really supposed to be the guarantors of the deal’s success?

Unlike most 363 sale programs, this program will not involve the aspects of the sale that are the focus of court proceedings, but will take an in-depth look at the transaction documents that get the deal done. The primary document discussed with be the APA-what does that document need to accomplish, what provisions should be included, how do APAs used in 363 sales differ from other APAs, what to do about reps and warranties and why and, what are the points of negotiation? Experienced deal-side practitioners will identify the elements of an asset purchase agreement that are important, and the respective views of the buyer and the seller as to those provisions.

Rejection of perpetual licenses (Lewis v. Interstate Brands); use, sale and assignability (Sunbeam; Qimonda; Lubrizol); valuation metrics for trademarks and patents

The Power to Veto Bankruptcy Sales: Sports Leagues and Other Franchisors

And Now That the Auction Is Over, Let the Bidding Begin

This panel of leading bankruptcy lawyers, sponsored by Lexis® Practice Advisor, will feature a discussion of new provisions and practices for debtors, lenders, creditors and buyers in DIP Financings, 363 Sales, and Chapter 15s.

Chapter 11 Track: Mock Hearing—DIP Financing and 363 Sales Two experienced chapter 11 counsel will conduct a mock argument before a three-judge panel on key issues that arise in the approval of DIP financing and approval of a 363 sale. DIP hearing issues will include roll-ups, liens on avoidance actions, expedited sale procedures, 506 waiver, no committee carve-out, no plan without lender’s consent, and enforcement of subordination agreements. Sale issues will include assumption and assignment or rejection of IP licenses, as well as the rights of junior lienholders to block sales where not paid in full.

This panel will discuss an overview of intellectual property, the automatic stay and the assumption and rejection of IP licenses.