Purchase Agreement: Private Equity Financing Provisions | Practical Law

Purchase Agreement: Private Equity Financing Provisions | Practical Law

Standard Clauses for buyer financing representations and warranties, buyer financing covenants, and seller financing cooperation covenants to be included in the acquisition agreement for an M&A transaction, such as a leveraged buyout, in which a private equity buyer is obtaining financing. These clauses can be used in connection with a stock purchase, asset purchase, or a merger. This Standard Clause has integrated notes with important explanations and drafting and negotiating tips.

Purchase Agreement: Private Equity Financing Provisions

Practical Law Standard Clauses w-001-0471 (Approx. 19 pages)

Purchase Agreement: Private Equity Financing Provisions

by Practical Law Corporate & Securities
Maintained • USA (National/Federal)
Standard Clauses for buyer financing representations and warranties, buyer financing covenants, and seller financing cooperation covenants to be included in the acquisition agreement for an M&A transaction, such as a leveraged buyout, in which a private equity buyer is obtaining financing. These clauses can be used in connection with a stock purchase, asset purchase, or a merger. This Standard Clause has integrated notes with important explanations and drafting and negotiating tips.
On August 23, 2023, the SEC adopted new rules under the Investment Advisers Act of 1940 for private fund advisers (see Legal Update, SEC Adopts New Rules for Private Fund Advisers) (the "New Rules"). The New Rules are generally effective 12 to 18 months after publication in the Federal Register and will have a material impact on limited partnership agreements for private equity funds and may require revisions to this resource. Updates are planned in the near future. For more information on the final rule, see Private Fund Advisers; Documentation of Registered Investment Adviser Compliance Reviews, Fed. Reg. 88 FR 63206 (Sept. 14, 2023).