The 6th Annual Midwest M&A/Private Equity Forum

Amid the gradual decline of M&A activity from its 2021 frenetic pace, early returns for 2023 imply muted but no less lucrative possibilities for impactful middle market transactions. For all the concern over macroeconomic uncertainty and geopolitical tumult, robust private equity dry powder and renewed interest in key sectors such as automobiles, manufacturing, and technology augur a selective and more strategic path forward for savvy deals professionals. This opening conversation explores the shifting realities of the US middle market amid protracted change. How content are corporate development and deals professionals to wait out the economic downtown? What regulatory developments bear scrutiny under the newly installed 118th United States Congress? Will an elevated risk environment yield more creative and complex provisions or earnouts? Please join us as a distinguished panel of deals professionals addresses these and other key topics.

Panelists:
Aartie Manansingh, Director, Willis Towers Watson

Recent reports suggest that private equity (PE) firms will drive approximately 30% to 40% of global deal flow in 2023. Yet with higher interest rates and growing market saturation hindering momentum, the outlook for a solid year to come may ultimately fall short of expectations. This year’s private equity roundtable examines the tantalizing potentiality and attendant risk facing an evolving sector. Pressure to navigate near-term uncertainty alongside a greater focus on market differentiation are just some of the top concerns facing firms today. How are private equity leaders and firm general counsel managing risk—and leading enterprise change—in the current climate?

Moderator:
William R. Snow, Managing Director, Jordan Knauff & Company

With market volatility still abound, opportunities for dealmakers within distressed M&A are poised to rebound in 2023. Aided in large part by recessionary fears, many companies have turned toward preserving cash and liquidity and engaging in exploratory divestitures throughout the COVID-19 recovery phase. Leading a distressed M&A process is a unique experience—and one where limited time, bandwidth, or requisite business intelligence may result in unforeseen liabilities or missed revenue opportunity for even the most experienced dealmaker. This discussion offers an informed perspective on managing the distressed M&A sales process from valuation to consummation in large and mid-market deals.

Panelists:
Parker Sinclair, Corporate Counsel, Greif, Inc.

Corporate boards play a crucial role in the M&A process. Understanding how best to engage this governing body and leverage their formidable oversight is a key driver in successfully executing a merger. This session focuses on the costs and benefits of involving the board in deal making, including their potential to create value, inform strategy, mitigate risk and inform post-integration plans.

Panelists:
Hugh Cathey, Principal, Columbus-Partners

Effective due diligence should include an in-depth analysis of a company’s human capital. However, understanding how to create synergies between a seller’s existing HR policies and compensation plans and any predetermined, buyer mandated human capital requests can be complex, especially given the mercurial nature of employment and labor regulations today. This session explores how to address key issues and considerations in HR due diligence. Our faculty will explore areas such as salary structures, executive compensation, equity audits, and unwritten buyer practices throughout the deal process.

In the fall of 2021, the United States, along with 140 other nations belonging to the Organization for Economic Co-operation and Development (OECD), agreed to a two-pillared framework aimed at addressing tax challenges in the increasingly digitized global economy. These pillars, alongside tax changes within the Biden Administration’s Inflation Reduction Act, are expected to present significant changes for the middle market in the coming years.  Join our expert faculty as we discuss what impact the OECD’s solutions—in particular Pillar Two (which addresses the treatment of acquisitions), might have on contemporary financial modeling and deal structuring. How can dealmakers effectively navigate a dynamic regulatory landscape?

Between unprecedented global sanctions and the continued ascent of ESG issues in deal making, the current deals landscape continues to offer several not insignificant challenges for the US middle market. For Western companies exiting Russia, understanding complex U.S. U.K. or EU regulations—on top of retaliatory Russian-imposed controls—can be a harrowing hill to climb. Similarly, with increased calls for transparency around corporate governance, supply chains, sustainability, and climate risk, the progress of even the most innocuous deal could legitimately be derailed. This presentation offers the latest guidance for buyers and sellers within regulated industries. How can corporate legal and deals professionals anticipate or avoid potential pitfalls in a rapidly evolving environment? What strategies can help mitigate risk throughout the deals process?

Deal disputes can arise for any reason. And in an era of seismic economic shifts, the fertile deals ground is ripe for conflict. Whether as a result of financial risk, deal pricing, or operational concerns, savvy dealmakers should keep abreast of all applicable solutions at their disposal.  Our expert faculty will explore potential trouble spots, including working capital issues, tax covenants, disputes under representations and warranties insurance, and more for today’s revitalizing albeit cautious deals environment.

Panelists:
Ely Friedman, Director of M&A, VonLehman and Company, Inc.

Join us for drinks as we wrap up the day’s proceedings.