Affiliate Lease Negotiations in an M&A Transaction

This program will examine the increasingly common structure of M&A transactions involving seller-affiliate or principal-owned real estate. Participants will gain a practical understanding of prevailing market terms and how lease structures intersect with transaction strategy, valuation, and exit planning.

The course will focus on negotiation pressure points that frequently arise in these transactions, including early termination rights, assignment and recapture provisions, permitted use restrictions, abatements and concessions, revolving financing concerns, and landlord representations and warranties. Attorneys will learn how to identify and pre-negotiate controversial terms in letters of intent and term sheets to avoid late-stage deal friction and protect long-term flexibility.

This program is designed for attorneys with some to moderate experience. Attorneys representing sellers or buyers in business transactions, as well as those advising clients who own real property in fee simple and wish to structure leases with future exits in mind will find this course particularly useful. While appropriate for all levels, the content is particularly well-suited for intermediate practitioners and advanced corporate attorneys seeking greater fluency in commercial leasing issues within the M&A context.

Learning Objectives:

1. Review what terms are market and how usual terms dovetail together when negotiating for an end result. 
2. Navigate issues of CAM, capital expenses and allocation formulas to have candid and practical conversations with your clients.  
3. Examine issues that both buyers and sellers of a business truly care about.  
4. Evaluate candid conversations about deal fatigue and how negotiating the lease might impact the greater transaction.