450 N. Cityfront Plaza Dr, Chicago, IL 60611
This prestigious conference provided public company executives, private equity investors, and corporate directors with practical information and perspective on the latest strategies and considerations in the structuring and execution of complex corporate transactions.
DAY ONE AGENDA: WEDNESDAY SEPTEMBER 26, 2018
1:00pm - 1:15pm
Check-in, Coffee Service & Opening Remarks
William Jefferson Black, Managing Director, Finance Information Group & Publisher of Transaction Advisors
1:15pm - 2:05pm
Improving board involvement in M&A This session considered approaches for engaging the Board in an organization's inorganic strategy, including prospect development, techniques for improving target receptivity, and methods for pursuing an unwilling target. Consideration was given to the appropriate lines of authority between the Board and management, what level of 'efforts' to close should be agreed, and when Directors may be permitted to withdraw their support for a transaction.
Sergio Letelier, Esq., Vice President and Deputy General Counsel - Corporate, Securities and M&A, Hewlett Packard Enterprise (NYSE: HPE)
Doug Jackson, Managing Director and Co-Head of U.S. M&A, Greenhill & Co.
Frank Jaehnert, President & CEO (retired), Brady Corporation (NYSE: BRC); Member of the Board of Directors at Briggs & Stratton (NYSE: BGG), Nordson (Nasdaq: NDSN), Itron (NASDAQ: ITRI), Advisory Board of National Material L.P, Board of NACD’s Chicago Chapter and the Board of Regents of the Milwaukee School of Engineering.
William Kucera, Esq., Partner, Co-Chair - America's M&A Practice, Mayer Brown
2:20pm - 3:10pm
Cross-border acquisition techniques and considerations This discussion explored the unique issues associated with cross border acquisitions and minority investments; from variations in deal structures to the merits of cash or stock offers; and methods for balancing U.S. securities laws with changing and conflicting requirements in other jurisdictions.
Brian Cook, Vice President Corporate Development and Global Head of M&A, Honeywell (NYSE - HON)
Alan Konevsky, Esq., Senior Vice President, Strategic Initiatives and Technology Counsel, MasterCard (NYSE: MA)
Andrew Gratz, Esq., Associate General Counsel, Commercial & Strategic Transactions, LyondellBasell (NYSE: LYB)
George Casey, Esq., Global Managing Partner, Global Head M&A Group, Shearman & Sterling
3:25pm - 4:15pm
Dealing with deal leaks / How to leak a deal This session explored a range of challenges when deal negotiations are leaked to the media, investors, or employees. During the second half of the discussion, the participants discussed the use of intentional leaks to drive specific actions and apply pressure on a target company, including process and legal issues that may apply in various jurisdictions.
James Harris, Principal, Corporate Development Integration, Google (NASDAQ: GOOGL)
Rachael Dugan, Esq., Associate General Counsel, Chief Strategy & M&A Counsel, Marsh & McLennan Companies (NYSE: MMC)
Doug Barnard, Esq., Senior Vice President, General Counsel and Secretary, CF Industries Holdings (NYSE: CF)
Brian Hwang, Director – Strategic Business & Corporate Development, Intralinks
4:30pm - 5:20pm
Brand-driven M&A strategies and missteps This session looked at how brands are managed in M&A; considered common integration missteps involving brands and their cultural identity; explored the ways high performing acquirers manage acquired brands; reviewed variations in vertical and horizontal M&A strategies and the impact on brand frameworks; and discussed methods for holding acquired brands / defensive value.
Elizabeth Meloy, Senior Vice President, Strategy & Corporate Development, Essendant (NASDAQ: ESND)
Brian Davison, Senior Vice President - Corporate Strategy and M&A (former), Conagra Brands (NYSE: CAG)
Thomas Ordahl, Chief Strategy Officer, Landor
6:00pm - 8:00pm
Private Reception and Dinner
Commodore’s Salon | Columbia Yacht Club
DAY TWO AGENDA: THURSDAY SEPTEMBER 27, 2018
9:00am - 9:15am
Coffee Service & Welcome Remarks
William Jefferson Black, Managing Director, Finance Information Group & Publisher of Transaction Advisors
9:15am - 10:05am
Negotiating key provisions in M&A deal terms This session addressed the give-and-take between buyers and sellers in negotiating key provisions in M&A deals. The participants considered recent changes in the tax code and the impact on the forms of consideration; discussed approaches for matching periods and topping bids; discussed and reviewed the increasing use of transaction insurance in public company deal structuring; and reviewed other timely topics that may impact the structure of a transaction.
Ken Bond, Senior Vice President, Corporate Development, Aon (NYSE: AON)
Andrew Jones, Vice President, Corporate Development, Young Innovations
Hugo Dubovoy, Jr., Esq., Corporate Secretary and Chief M&A and Securities Counsel, Grainger (NYSE: GWW)
Peter Lyons, Esq., US Regional Managing Partner, Freshfields
10:20am - 11:10am
Innovations in closing terms This briefing outlined innovative methods for matching contractual language to deal intentions including the structure of earn out provisions; approaches to averting a broad range of post-close disputes; and looked at the increasing use of the locked-box pricing mechanism where cash, debt, and working capital are agreed to ensure the benefits of a fixed price deal.
Aaron Friedman, Senior Director, M&A, Walgreens Boots Alliance (NASDAQ: WBA)
Patrick Belville, Esq., Partner, Jones Day
Jason Lilly, PhD, Vice President of Corporate Development, Neogen Corporation (NASDAQ: NEOG)
Christen Morand, CPA, Partner, Transaction Forensics, EY
11:25am - 12:15pm
Addressing flight risk in M&A This session reviewed strategies that may be employed to retain an acquired team including the structure of financial incentives and retention agreements for key executives. The discussion evaluated the frameworks organizations are deploying to effectively hedge human capital risks and considered methods for repeatable post-merger performance improvement.
Robyn Lahlein, HR Lead, Mergers and Acquisitions, Walmart eCommerce (NYSE: WMT)
Robert Hanley, Vice President, Chief Human Resources Officer, The University of Chicago Medicine
Klint Kendrick, PhD, Director, Mergers & Acquisitions HR, Oracle (NYSE: ORCL)
Jeff Cox, Global M&A Transaction Services Leader, Mercer
12:15pm - 1:00pm
Luncheon
1:00pm - 1:50pm
Selling acquisitions to institutional investors, proxy handlers, and the financial media This lively session explored the shifting environment for M&A communications from working with shareholders and advisors to engaging the financial media. The discussion covered the impact of social media on dealmaking; explored methods for working with proxy handlers and institutional shareholders on transactions; considered the complexities associated with contested acquisitions; and explored the current environment for activist engagement.
Rob Monahan, CFA, Senior Vice President, Corporate Development, Akorn (NASDAQ: AKRX)
Timo Schmid, Associate Director M&A, The Boston Consulting Group
Kiel Porter, M&A Reporter, Bloomberg
William Jefferson Black, Managing Director, Finance Information Group & Publisher of Transaction Advisors
2:05pm - 2:55pm
Navigating regulatory and antitrust issues in M&A A record number of friendly deals, valued at ~$568B in 2016, were withdrawn or terminated, many due to regulatory issues. Since then antitrust review has continued to be intense, including reaffirming strong preference for structural remedies. What can we learn from recent transaction reviews? This fireside chat explored the shifting environment for getting deals approved.
Lindsey Wilson, Esq., Corporate Counsel/Antitrust and Anti-Corruption Compliance, Masco Corporation (NYSE: MAS )
Jessica Delbaum, Esq., Partner, Shearman & Sterling
3:10pm - 4:00pm
Economic outlook and the impact on M&A This presentation provided a detailed review of the current economic forces that are influencing the US economy that may impact M&A strategies.
William Strauss, Senior Economist and Advisor, Federal Reserve Bank of Chicago
4:15pm - 5:05pm
Post-close strategy and integration issues This session looked at approaches for setting and achieving synergy targets and explored new and unconventional strategies for a thoughtful integration process that impacts both revenue and productivity. The discussion considered the interplay between term sheets and post-close operating dynamics, looked at occasions for limited integration, contemplated variations in deals where there is a minority or venture investment, and considered approaches that would make a future divestiture feasible.
Gary Campbell, Vice President, Integration, Dover Corporation (NYSE: DOV)
Mike Kelly, Director, Transition Office, AbbVie (NYSE: ABBV)
Sonal Bhatia, Partner, Transaction Advisory, EY
5:05pm - 7:00pm
Wine Reception Catered by Wolfgang Puck
WHO SHOULD ATTEND
This program was designed for public-company corporate development officers, general counsel, chief financial officers, chief executive officers, board members, private equity investors, and select advisors with responsibility for M&A strategy and execution. This conference was not open to the media.
CLE and CPE were provided for conference attendees.