The Capital Roundtable – Audio Packages
Second Annual Mezzanine Finance MasterClass™
Hear latest trends, strategies, and deals in mezzanine finance,
and best practices in structuring transactions
Designed to Meet the Needs of Investors, Lenders,
Investment Bankers, & the Professionals Who Advise Them
Puchase
MasterClass™ Audio Package ($495.00)
After Listening to This MasterClass™, You'll Know:
- Creative uses for mezzanine finance
- Unfunded sponsor deals
- Traditional mezzanine for private equity deals
- Trends in mezzanine structuring and pricing
- Second lien loans vs. subordinated debt -- when to use one or the other
- BDCs vs. traditional funds -- which investor is right for you
- Term B Loans -- a primer
- About collateral turf battles
- Whether every subordinated note should have a passive second lien
- How second liens differ for subordinated debt and "last out" senior debt
- Payment and remedy blocks -- the difference between "last out" senior and subordinated debt
- What "pari passu in right of payment" really means
- What a "payment waterfall" is
- Limitations on amendments to senior debt -- what is reasonable? what is market?
- Current market for standstill periods, cross defaults, maturity ladders
- When the "last out" tranche of agented senior debt facilities is worse than subordinated debt
- Sowing the seeds of your own prepayments -- debt incurrence "do's and don'ts"
- Dilution triggers -- what is an issuance above/below Fair Market Value? What option plans should dilute warrant holders?
- Antidilution protections -- percentage warrants, ratchet versus weighted average protections
- Preemptive rights -- which securities? how long? who gets right to take undersubscriptions?
- Put provisions -- should the issuer fight early triggers? what are the market terms for the right of the issuer to defer payment if liquidity is tight?
- Registration rights-- how big are registration expenses? who gets cut back if the deal is downsized?
- Should a mezzanine lender ever give call rights?
- Tag alongs and drag alongs -- when should a mezzanine lender be forced to accept non-cash consideration for its warrants?
- Other issues: transferability, maturity, price
- Tax issues: How do you agree to value OID? Partner/LLC structures avoid many limitations that apply to corporate structures, but how do you structure partnership/LLC warrants?
- Look-backs, inability to honor puts and other terms
- and much more...
Faculty
Chaired By
- Ronald A. Kahn, Managing Director, Lincoln Partners LLC
- Clement B. Wood, Partner, Sonnenschein Nath & Rosenthal LLP
Hosted By
- Burt Alimansky, Managing Director, Alimansky Capital Group Inc., & Chairman, New York Capital Roundtable
Speakers Include
- Robert C. Ammerman, Managing Partner, Capital Resource Partners
- Steven S. Beckett, Senior Vice President, Peninsula Capital Partners LLC
- David Buttolph, Managing Partner, Brookside Capital Partners LP
- Blaine Crissman, Partner, Prism Capital Corp.
- Cameron Fleming, Senior Vice President, Highbridge/Zwirn Partners, D.B. Zwirn & Co.
- Paul Fishbin, Vice President, Hancock Mezzanine Advisors LLC
- Charles Garoklanian, Senior Vice President, PNC Business Credit Corp.
- David A. Gezon, Managing Director, Midwest Mezzanine Funds
- Robert Klein, Principal, American Capital Strategies Ltd.
- Phillip Krall, Managing Director, Gleacher Partners LLC
- Kevin Magid, Managing Director, Audax Group
- Stefan L. Shaffer, Managing Partner, SPP Capital Partners LLC
- Thomas H. Shandell, Partner, Golden Tree Asset Management LP
- John R. Sinnenberg, Managing Partner, Key Principal Partners LLC
- Marc D. Teitelbaum, Partner, Sonnenschein Nath & Rosenthal LLP
Agenda
The mezzanine market has exhibited unprecedented changes. The number of providers continues to increase, while rates of return consistently decline. Second lien lenders have proliferated and are moving into the mezzanine space -- and are offering a very attractive financing alternative. Innovative structures are becoming more prevalent. In this first workshop of our symposium, you'll learn how you can benefit from these trends.
Because of the prevalence of "last out" and "second lien" stretch senior loans, intercreditor terms are in flux. In this second workshop of our symposium, you'll lean about some of the key issues facing senior and mezzanine lenders in negotiating intercreditor agreements.
What's more, LBO sponsors and mezzanine lenders structure warrants in most of their transactions. Complex issues are always evolving. So you'll learn about new ways to design warrant terms and mechanics.