The ins and outs of auctioning a business

"Last Kick at the Can" Rebroadcast
Friday, December 9, 2016; 9:00 am – 4:00 pm

(Original course: Monday, May 16, 2016)

Who should attend: Business lawyers and in-house counsel who advise clients on mergers and acquisition transactions.

Learning level: All

Auctions are becoming a more common means of a selling business. The auction process identifies interested parties, encourages competition amongst potential buyers, and can help sellers obtain better prices and better terms.  It is an intensive process that requires careful planning and analysis. 

In this course, we bring together a team of bankers, private equity investors, legal counsel, and experienced vendors to share practice points, strategies, and experiences to help you navigate the auction process and make it work best for you and your clients.

At this course you will learn about...

• how to prepare for an auction, the different types of auctions, and the processes and timelines involved
• how bidders value businesses and how to evaluate those bids beyond the dollar value
• strategies for picking the right M&A banker and negotiating the engagement letter
• who you can act for in the auction process and any conflicts and issues that may arise
• why you use R&W insurance in an auction and how it works

Law Society of BC CPD Hours: 6 hours (a minimum of 1 hour will involve aspects of professional responsibility and ethics, client care and relations, and/or practice management)

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

Pricing

"Last Kick at the Can" Rebroadcast: $475

There are NO course materials for this course.

SPECIAL GROUP RATES! New "plus-one" pricing!
Gather around one computer and SAVE on Live Webinar/Rebroadcast costs. Pay full price for the first registration and have each additional viewer join you for $125 per day. Contact Customer Service for more info.

Can't make the live course/live webinar?

Subscribe to the Webinar Archive, a repository of recordings of most CLEBC past courses. Annual subscription rates are based on firm size.

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

About the Course Chairs

William J. McFetridge is a partner at Bull, Housser & Tupper LLP, Vancouver, and an active member of the firm’s Business Law, Forestry and Maritime Groups. He has over 35 years of experience providing professional strategic counsel and advice to clients in a range of industries including transportation, marine, real estate, construction, maritime, wholesale distribution, and forestry. Bill is particularly knowledgeable on the process of buying and selling businesses. This is the 10th year that he will be chairing CLEBC’s Legal Strategies in Private Mergers & Acquisitions. Bill is also very experienced in structuring and negotiating joint venture arrangements and long term supply agreements.

Before law, Bill practiced as a Chartered Accountant and remains very active in the accounting profession. He currently chairs Canada’s Auditing and Assurance Standards Oversight Council. In 2012, he was elected a fellow of the British Columbia Institute of Chartered Accountants. Bill is also a Chartered Arbitrator (CArb) and recognized as a domestic arbitrator by the British Columbia International Arbitration Centre.

Daniel E. Steiner is a partner in the Business Law Group at Bull, Housser & Tupper LLP, Vancouver. He advises public and private companies, private equity funds, and pension plans regarding mergers and acquisitions, joint ventures, the purchase and sale of businesses, the formation and financing of business ventures, and general corporate law matters. He was named Leveraged Buyouts & Private Equity Law "Lawyer of the Year" (Vancouver, 2015) by Best Lawyers in Canada.

Dan has extensive experience in Canada-US and domestic transactions, and has advised clients involved in the infrastructure, technology, manufacturing, resource, entertainment, hospitality, and transportation industries. Prior to joining Bull, Housser, Dan was a partner in the Corporate and Securities Group of an international law firm. Before that, he was an associate in the M&A group of Simpson Thacher & Bartlett in New York and has practiced in Toronto.

Dan currently serves on the Governor’s Council for the Vancouver Aquarium and also serves on the Board of Directors of Temple Sholom, the Board of Trustees of the Jewish Community Foundation of Greater Vancouver, and an advisory committee of the Jewish Family Service Agency.

Faculty
Charles Addison — Partner, Capital West Partners, Vancouver
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
Jocelyn Cruickshank, CA, CBV — Partner & Managing Director, KPMG Corporate Finance Inc., Vancouver
Curtis Johansson — Partner, CAI Private Equity, Vancouver
David Lam, CPA, CA — Partner, Mid-Market Corporate Finance, Deloitte & Touche LLP, Vancouver
Joe Lucke — Managing Partner, Lighthouse Equity Partners, Vancouver
Valerie C. Mann — Lawson Lundell LLP, Vancouver
William J. McFetridge — Bull, Housser & Tupper LLP, Vancouver
David Phillips — Vice President, Yellow Point Equity Partners, Vancouver
Daniel E. Steiner — Bull, Housser & Tupper LLP, Vancouver
Susan Tomaine — Blake, Cassels & Graydon LLP, Vancouver
Britta Wagner — Senior Counsel, BC Investment Management Corporation, Victoria
Grant Wallace — Executive Director, Mid-Market Investment Banking, CIBC, Vancouver

ONLINE ONLY annual subscriptions are available. Subscribe now.

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

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