LEVERAGED BUYOUTS NEW BOOK! Save 20% by Joseph A. Bartlett, Peter L. Korn, II, David Mittelstadt, Cathy L. Reese and Michael Rueda

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1 Save 20% Use promo code when ordering to receive your discount. NEW BOOK! LEVERAGED BUYOUTS by Joseph A. Bartlett, Peter L. Korn, II, David Mittelstadt, Cathy L. Reese and Michael Rueda 105 Madison Avenue New York, NY

2 Why are so many transfers of businesses structured as leveraged buyouts? What are the financing techniques and the legal issues involved? And what documents will you need to close the deal? THE COMPLETE TOOLKIT ANALYSIS AND FORMS Whether you represent buyers, sellers or lenders, Leveraged Buyouts provides practical, in-depth answers to all of your questions and supplies forms for every contingency. This comprehensive guide explains each type of LBO in detail its rationale, the advantages and drawbacks of the available financing and tax structures, corporate governance and regulatory issues, and the many legal issues that arise along the way. Plus, it includes sample documents for each stage of an LBO to help you create language to accomplish your goals and withstand regulatory and judicial scrutiny. Topics covered include: Buyout nomenclature Merger agreements Loan agreements Fairness opinions Registration rights Tax consequences Fraudulent conveyance laws Corporate governance Federal and State regulations Whether you are structuring mezzanine financing, minimizing taxable events for your client, or negotiating a break-up fee, Leveraged Buyouts has solutions that save you time and help you avoid missteps. MODEL DOCUMENTS THAT HELP YOU CLOSE DEALS Leveraged Buyouts provides sophisticated examples of the materials private equity investors need to acquire a public corporation. Here is just a selection of the many model documents included: Equity Commitment Letter Loan Commitment Letter Investment Bank Fairness Opinion Forward Underwriting Commitment Letter [Senior Secured] Term Loan Agreement Asset-Based Revolving Credit Agreement Senior Subordinated Note Indenture Note Purchase Agreement Term Loan Security and Intercreditor Agreement Asset-Based Revolver Pledge and Security Agreement Registration Rights Agreement Board Resolutions FROM PLAIN VANILLA TRANSACTIONS TO TROPHY DEALS Whether you are engaged in a simple transfer of business assets or a complex reorganization closely scrutinized by financial markets and the courts, Leveraged Buyouts is an essential guide. No matter your level of experience, this essential guide will help you master the issues, avoid mistakes, and negotiate and draft the best possible documents for your transaction. Don t miss this worthwhile new book. Save 20% Leveraged Buyouts, regularly $395, is now $316 when you enclose payment with your order or use your credit card you save 20%. Use promo code when ordering to receive your discount. We will add shipping and handling to all credit card orders. For orders paid by check, add 12% to the pre-tax discounted price for shipping and handling. Phone, fax, visit us online at or mail in your order today! #00688; looseleaf, two volumes, approximately X,XXX pages; published in 2007, updated as needed. Your purchase price includes the cost of any updates that may be issued within three months of your order. ISBN:

3 SUMMARY OF CONTENTS CHAPTER 1 Introduction to Leveraged Buyouts CHAPTER 2 Sample LBO Deal Documentation CHAPTER 3 The Agreement and Plan of Merger CHAPTER 4 Initial Investment Bank Agreements CHAPTER 5 Model Senior Indenture Agreement CHAPTER 6 Model Senior Subordinated Note Indenture CHAPTER 7 Model Note Purchase Agreement CHAPTER 8 Lender Agreements CHAPTER 9 Model Rights Agreements and Resolutions CHAPTER 10 Tax Issues CHAPTER 11 Lenders Issues CHAPTER 12 Corporate Governance and Regulatory Issues INDEX FOR A DETAILED TABLE OF CONTENTS, GO TO THE MOST UP-TO-DATE SOURCE FOR PUBLICATIONS FROM ALM. ABOUT THE AUTHORS Joseph W. Bartlett is Of Counsel in the New York City office of Fish & Richardson P.C. A former Undersecretary of Commerce, law clerk to Chief Justice Earl Warren and President of the Boston Bar Association, Mr. Bartlett graduated from Stanford Law School, where he was president of the Law Review. Mr. Bartlett is the author of articles and books on venture capital and is Courtesy Professor at Cornell University, The Johnson School of Business. He has been an acting Professor of law at Stanford University and an Adjunct Professor at New York University School of Law. Mr. Bartlett is admitted to practice in New York, Massachusetts and Washington, D.C. Peter L. Korn, II is a Principal of Fish & Richardson P.C. and a member of the Corporate and Securities group, with a practice emphasizing venture capital and private equity matters, mergers and acquisitions, and general corporate counseling. A graduate of Georgetown University and Duke University School of Law, he was previously a Corporate Finance Associate with Morrison & Foerster LLP ( ) and Winston & Strawn ( ). David J. Mittelstadt is Of counsel to Fish & Richardson P.C. He is a member of the firm s Corporate and Securities group, with a tax practice emphasizing corporate transactional planning in the areas of acquisitions, dispositions, and joint ventures in domestic and cross-border contexts. He also has additional experience in advising on structured finance transactions. Cathy L. Reese is a Principal in the Delaware office of Fish & Richardson and heads the firm s Corporate and Chancery Litigation practice. She is an established trial attorney with extensive experience in corporate and complex commercial litigation, as well as corporate counseling and corporate opinions. She is ranked as one of the leading litigators in Delaware by Chambers USA: America s Leading Business Lawyers and has also been selected by Delaware s legal community and a Blue Ribbon Committee of retired Delaware judges as one of the top 10 corporate litigators in Delaware Michael A. Rueda is an associate at Kelley Drye & Warren, LLP. He received his J.D. in 2006 cum laude from Suffolk University Law School in Boston, MA, where he was a member of the Transnational Law Review. He earned a B.S. in Management and International Business from the University of Connecticut.

4 Save 20% on this related book from Law Journal Press! An excellent desk companion for any private equity professional. Paul J. Marino, Visionaries, The Young Venture Capital Society Newsletter Advanced Private Equity Term Sheets and Series A Documents written and edited by Joseph W. Bartlett, Ross Barrett, Mike Butler and VC Experts, Inc. Editorial Board Structuring venture capital transactions requires knowledge of the terrain and a keen understanding of the essential terms. This encyclopedic guide is packed with state-of-the-art analysis, forms and commentary, all designed to help you master the most crucial stages of the venture financing process. It includes: Comprehensive guidance on term sheet fundamentals All the documents necessary to complete the Series A round of financing Detailed discussion of fiduciary duties to shareholders in down rounds Analysis of sleeper clauses and anti-dilution issues Up-to-date results of an industry wide survey of deal terms, so you ll know whether a given provision is industry standard a must before your next negotiation Joseph W. Bartlett is Of Counsel in the New York City office of Fish & Richardson P.C. Ross Barrett is a Cofounder, President & COO of VC Experts, Inc. and a Partner at VCE Capital, Inc. Mike Butler is a Corporate Associate in the New York office of Ropes & Gray LLP. VC Experts.com is the leading online information and training venue for lawyers, investors and businesses involved in private equity and venture capital. An open-source system, it incorporates contributions from over 75 experts and professionals and is updated monthly. Featuring an online library of venture capital, forums, workshops, the online Encyclopedia of Private Equity and Venture Capital, and other useful resources, VCExperts.com is the most comprehensive and up-to-date site of its kind. Advanced Private Equity Term Sheets and Series A Documents, regularly $279, is now $ when you enclose payment with your order or use your credit card you save 20%! Use promo code when ordering to receive your discount. We will add shipping and handling to all credit card orders. For orders paid by check, add 12% to the pre-tax discounted price for shipping and handling. Phone, fax, visit us online at or mail in your order today! #00673; looseleaf, one volume, more than 600 pages; published in 2003, updated as needed. Your purchase price includes the cost of all previous updates and any updates that may be issued within three months of your order. ISBN:

5 ORDER TODAY! it s Fast and Easy Order online at Use promo code when ordering to receive your discount. For your convenience, we accept American Express, Visa and MasterCard. MONEY-BACK GUARANTEE If you are dissatisfied for any reason, you may return the book within 30 days, in resalable condition, for a full refund (excluding shipping and handling) no questions asked. Book purchase price includes the cost of all previous updates and any updates that may be issued within three months of my order. Future updates and related services, such as connecting volumes, will be sent for a 30-day free examination. I understand I am enrolling in an automatic supplement program. Please notify Law Journal Press to cancel this program. We reserve the right to change prices without notice. Promotion cannot be combined with any other offer. NO POSTAGE NECESSARY IF MAILED IN THE UNITED STATES Call toll-free, Fill out the attached order form, copy it and fax it to lawjournalpress-cs@alm.com Use the convenient order form and business reply envelope. If you prefer, use your letterhead or your own purchase order form. ABOUT THE PUBLISHER Law Journal Press is a division of ALM, a leading integrated media company focused on the legal and business communities. ALM currently publishes 37 national and regional magazines and newspapers, including The American Lawyer, The National Law Journal, and the New York Law Journal. The company is one of North America s largest producers of conferences and trade shows for business leaders and the legal profession. ALM s Law.com is the Web s leading legal news and information network. Other ALM businesses include court verdict and settlement reporting, newsletter publishing, market research and content distribution. BUSINESS REPLY MAIL FIRST CLASS MAIL PERMIT NO NEW YORK NY POSTAGE WILL BE PAID BY ADDRESSEE LAW JOURNAL PRESS ATTN: MARK A. CLARK 345 PARK AVENUE SOUTH NEW YORK NY

6 CREDIT CARD ORDERS Law Journal Press 105 Madison Avenue New York, NY QUANTITY REF. NO. DESCRIPTION LIST PRICE DISCOUNTED PRICE Leveraged Buyouts $395 $ Advanced Private Equity Term Sheets $279 $ and Series A Documents Card No. Exp. Date American Express Signature VISA Telephone ( ) MasterCard By providing your address you agree to receive information and special offers via from ALM Books (Law Journal Press ). You may also receive select, relevant information and special offers from other divisions of ALM. Please make checks payable to Law Journal Press. Residents of CA, CT, FL, GA, MA, ME, NJ, NY, PA, TX, DC, VA and Canada please add appropriate sales tax to your book order. Publisher will add shipping and handling to all credit card orders. For orders paid by check, add 12% to the pre-tax discounted price for shipping and handling. 7H NM PRSRT-STD U.S. Postage PAID Staten Island, NY Permit No. 169