M&A Transition Services Agreements Negotiating and Drafting Key Terms to Preserve Business Value and Mitigate Risk Today’s faculty features: 1pm Eastern | 12pm Central | 11am Mountain | 10am Pacific The audio portion of the conference may be accessed via the telephone or by using your computer's speakers. Please refer to the instructions emailed to registrants for additional information. If you have any questions, please contact Customer Service at 1-800-926-7926 ext. 10. THURSDAY, AUGUST 9, 2012 Presenting a live 90-minute webinar with interactive Q&A Mark D. Williamson, Principal, Gray Plant Mooty, Minneapolis B. Scott Burton, Partner, Sutherland Asbill & Brennan, Atlanta Andrew Diaz-Matos, Assistant Vice President, Senior Counsel, The Hartford, Hartford, Conn.
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M&A Transition Services Agreements Negotiating and Drafting Key Terms to Preserve Business Value and Mitigate Risk
• Clear guidelines in the TSA are vital to preserve value of the underlying transaction
• TSAs should provide a common understanding of the terms it uses (e.g., what each service means)
Often specific services to be performed contained in exhibit to TSA
TSAs should note related services that are not included
• Create a master service agreement that effectively contemplates all services to be performed
• Transition services agreements often encompass a wide range of operations (e.g., IT, HR, finance & accounting, etc.), and the services of each operation collaborate to ensure a smooth transition
• A corporation (“Parent Corp”) decides to sell one of its operating divisions to a third party (“Buyer”):
Buyer will require services or goods from Buyer post-closing
Parent Corp will also continue to provide certain back-office services to Buyer post-closing
Services must be provided until Buyer can hire sufficient employees to itself perform these services
Services will be documented in a transition services agreement
• Assumptions: All real intellectual property, tax, asset transfer and employment/employee related matters are handled in documents other than the TSA (e.g., Distribution Agreements, Technology Licensing/Intellectual Property Agreements, etc.)
Parent Corp may no longer want to be in Buyer’s business space
Parent Corp may therefore want to provide as few services and for as short a duration as possible
Parent Corp is likely not experienced in, or in the business of, providing support services to unrelated third parties and does not want to be held liable as if it were
Parent Corp may find it difficult to price services that are a part of its day-to-day operations
Buyer wants as much support from Parent Corp as possible in order to prevent interruptions or stoppages
Buyer may be entering into its own relationship with the various third party providers
Mark D. Williamson, Principal, Gray Plant Mooty, Minneapolis, MN
Mark practices in the areas of business, corporate, and securities law, with a focus on mergers and acquisitions. He serves as Co-Chair of the firm’s Mergers & Acquisition Team. He has experience representing both public and private companies and private equity funds in various corporate transactions, including mergers, acquisitions, public and private offerings, tender offers, and debt financings.
Andrew Diaz-Matos, Assistant Vice President, Senior Counsel, The Hartford, Hartford, CT
Andrew is a transactional attorney currently focusing on technology and licensing matters with extensive experience in mergers and acquisitions. His areas of expertise include mergers and acquisitions, private equity, technology licensing, outsourcing, procurement, intellectual property, securities law, and bank finance.
B. Scott Burton, Partner, Sutherland Asbill & Brennan LLP, Atlanta, GA
Scott focuses on corporate mergers and acquisitions, corporate finance and securities, and general corporate and securities matters. He heads the firm’s Financial Services Industry Transactional Practice Group. His experience includes representing buyers and sellers in acquisitions and dispositions of private and publicly held life and property and casualty insurance companies, blocks of insurance business, broker-dealers and investment advisers.