Drafting and negotiating the investment agreement in a private equity buyout transaction

The following Corporate practice note provides comprehensive and up to date legal information covering:

  • Drafting and negotiating the investment agreement in a private equity buyout transaction
  • Drafting the investment agreement
  • Which precedent agreement to use
  • Which extra/additional clauses and schedules to include

Drafting and negotiating the investment agreement in a private equity buyout transaction

This Practice Note is part of the Lexis®PSL Corporate private equity buyout transaction toolkit.

Drafting the investment agreement

The private equity investor's lawyers will generally prepare the first draft of the investment agreement (IA).

Which precedent agreement to use

When looking for a suitable Precedent, the main factor relevant to the choice of Precedent is whether you choose a single investor or multiple investors version (the latter appropriate where there is a syndicate of investors). Typically, the key issues the investor will look to provide for in the investment agreement for completion of the agreement to occur, ie the key conditions that will need to be satisfied for completion to take place, will be confirmation that:

  1. the acquisition under the share purchase agreement will proceed (such that nothing prevents its completion), and

  2. funding is available for drawdown from debt providers (under the financing documents), ie third party debt funding provided to the newco buyer/group to complete the acquisition of the target company

For a general overview of what the equity terms may be and other relevant issues, see Practice Notes:

  1. Private equity financing—equity

  2. Different classes of share capital

  3. Class rights and variation of class rights

  4. Allotment and issue of shares—introductory points

  5. Pre-emption rights—general issues

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