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Hear latest trends, stratergies, and deals in mezzanine lending and investing...

and best practices in structuring transactions -- from 16 of the country's leading experts

A MasterClass by the New York Capital Roundtable

Tuesday, February 24, 2004

PLI Conference Center

685 Market Street

San Francisco

8:30 am - 5:30 pm

                                                        Earn CLE Credits

Designed to Meet the Needs of Investors, Lenders,
Investment Bankers, & the Professionals Who Advise Them 

Morning Workshops

Eight Top Investors Report the Deal's They're Doing,

Trends They're Seeing, Advice They're Giving

Afternoon Workshops

Eight Technical Experts Outline Practical Do's and Don'ts

& Best Practices in Structuring Mezzanine Deals

Schedule | Faculty | Registration | Location | AudiotapesCLE Credits
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


Scott Becker, Managing Partner, Northstar Capital LLC
Timothy P. Fay, Partner, Key Principal Partners LLC
William Claus, Development Officer, CapitalSource Finance LLC
Michael A. Kane, Managing Director, Caltius Mezzanine Partners LP
Andrew M. Kripke, Senior Vice President, CIGNA Investment Management Corp
Timothy G. Lyne, Director, Antares Capital Corp.
Thomas G. McKinley, Managing Partner, Partech International  Inc.
James L. O'Hara, Managing Director, Shansby Group
John R. Sinnenberg, Managing Partner, Key Principal Partners LLC
Brett A. Snyder, Principal, Windjammer Capital Investors LLP
Andrew Steuerman, Managing Director, Golub Associates Inc.
Marc D. Teitelbaum, Partner, Sonnenschein Nath & Rosenthal LLP
John C. Thornton, Principal, American Capital Strategies Ltd
Marc J. Walfish, General Partner, Merit Capital Partners
Ilan Yehros, Senior Vice President, PNC Business Credit Corp.

Morning Workshops-

Eight Top Investors Report the Deal's They're Doing,

Trends They're Seeing, Advice They're Giving

The mezzanine market has exhibited unprecedented changes during the last several months. The number of providers continues to increase, while rates of return consistently decline. Innovative structures are becoming more prevalent. In this first workshop of our symposium, you'll learn how you can benefit from these trends..

When you leave this session, you'll know --

Prevailing all-in rates of return
Use of PIKs -- advantages and disadvantages
Term B loan players -- how they're impacting the market
How granting second liens affects a deal
Whether rate-only deals are really a good thing
Current trends in intercreditor agreements
And much much more...

Afternoon Workshops--

Eight Seasoned Technical Specialists Outline Practical Do's and Don'ts

& Best Practices in Structuring Mezzanine Deals

Because of the recent emergence 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 leaders 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.

When you leave this session, you'll know --

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?
Anti-dilution protections-- percentage warrants, ratchet versus weighted average protections.
Preemptive rights-- which securities? how long? who gets right to take under subscriptions?
Put provisions--should the issuer fight early triggers? what are the market terms for the right 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 lender ever give call rights?
Tag alongs and drag alongs -- when should a 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?

Lookbacks, inability to honor puts and other terms
and much more...
08:45 - 09:15 Registration, networking & buffet breakfast
09:15 - 09:30 Host's welcoming remarks
09:30 - 09:45 Audience introductions
09:45 - 10:00 Chairman's Overview
10:00 - 11:15

First Panel with Q & A

  • Mezzanine Investments vs. Other Alternative Assets: Is it a Good Asset Class
  • Trends in Mezzanine Structure
  • Does Mezzanine Survive When Equity Returns Shrink
11:15 - 12:30

Second Panel with Q & A

  • Creative Uses for Mezzanine Finance
  • Advantages and Disadvantages of One Stop Financing
  • Role of Mezzanine in Smaller Transactions
  • Term Loan B Takes on Mezzanine
12:30 - 01:30 Keynote, networking, lunch
01:45 - 03:00

Third Panel with Q & A

   • Advanced Study of Current Market Terms for Intercreditor Agreements:     Secured Senior Debt, Second Lien/Last Out Senior Debt and Subordinated Debt
03:00 - 03:30 Coffee break, networking
03:30 - 04:45

Fourth Panel with Q & A

  • Advanced Study of Current Market Terms and Documentation Issues for Warrants: Anti Dilution Protections, Put Triggers, Put Valuations, Claw Backs, Registration Rights and More.
04:45 - 05:30 Wine & cheese
05:30 Adjournment

The fee to attend is $795 (and includes breakfast and lunch) if you register by Friday, February 20, 2004. Then, the fee is $895. The fee at the door is $995, if space is available.

You can also mail a check to: New York Business Roundtable Inc. 350 Madison Avenue, Suite 1600, New York, NY 10017

If the program is oversubscribed, we will notify you immediately and not charge your credit card. (If you need to cancel, please do so by Tuesday, February 17   -- for a credit towards a future event.)

Have a special question? Please contact Nicole Cibotti, at 212/210-6236,
or email to:

Practising Law Institute Conference Center
685 Market Street (between Third and Annie Streets)
Monadnock Building, San Francisco, CA
Phone number: 415/498-2821

We have negotiated a special rate with the Palace Hotel on New Montgomery Street (very close to the Conference Center). For reservations call 415/512-1111& mention "PLI"
Can't attend but want to hear the program? You can buy the audiotapes along with the handouts for $495. To purchase, please use this link.
CLE Credits are pending for this program.

© 2003 New York Business Roundtable Inc. All Rights Reserved

350 Madison Avenue, Suite 1600, New York, NY 10017

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