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September
30 , 2004
8:00
am - 5:00 pm
The
New York Helmsley Hotel
212
East 42nd Street
New
York City
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Earn CLE Credits |
| Designed
to Meet the Needs of Investors, Lenders,
Investment Bankers, & the Professionals Who Advise
Them |
| Morning
Workshops
Eight
Top Investors & Lenders Report the On The Deals
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 |
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| Schedule
| Faculty | Registration
| Location |
Audiotapes
| CLE Credits |
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FACULTY: |
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Chaired by - |
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| • |
Ronald A. Kahn, Managing Director,
Lincoln Partners LLC |
| • |
Clement B. Wood, Partner, Sonnenschein
Nath & Rosenthal LLP |
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Hosted by - |
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| • |
Burt Alimansky, Managing Director,
Alimansky Capital Group Inc.,
& Chairman,
New York Capital Roundtable |
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| Speakers- |
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• |
Robert C.
Ammerman, Managing Partner, Capital Resource Partners |
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• |
Steven S. Beckett, Senior
Vice President, Peninsula Capital Partners LLC |
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• |
David Buttolph, Managing
Partner, Brookside Capital Partners LP |
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• |
Blaine Crissman, Partner,
Prism Capital Corp. |
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• |
Cameron Fleming, Senior
Vice President, Highbridge/Zwirn Partners, D.B.
Zwirn & Co. |
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• |
Paul Fishbin, Vice President,
Hancock Mezzanine Advisors LLC |
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• |
Charles Garoklanian,
Senior Vice President, PNC Business Credit Corp. |
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• |
David A. Gezon, Managing
Director, Midwest Mezzanine Funds |
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• |
Robert Klein, Principal,
American Capital Strategies Ltd. |
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Phillip Krall, Managing
Director, Gleacher Partners LLC |
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Kevin Magid, Managing
Director, Audax Group |
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• |
Stefan L. Shaffer, Managing
Partner, SPP Capital Partners LLC |
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Thomas H. Shandell,
Partner, Golden Tree Asset Management LP |
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John R. Sinnenberg,
Managing Partner, Key Principal Partners LLC |
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• |
Marc D. Teitelbaum,
Partner, Sonnenschein Nath & Rosenthal LLP |
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Morning
Workshops-
Eight
Top Investors Report the Deals They're Doing,
Trends They're
Seeing, Advice They're Giving |
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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. |
When
you leave this session, you'll know about -- |
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| • |
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 |
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And much, much more... |
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Afternoon
Workshops--
Eight
Seasoned Technical Specialists Outline Practical Do's
and Don'ts
&
Best Practices in Structuring Mezzanine Deals |
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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.
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When
you leave this session, you'll know -- |
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About collateral
turf battles |
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Whether every subordinated
note should have a passive second lien |
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How second liens differ for
subordinated debt and "last out"
senior debt |
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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? |
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Current market for standstill
periods, cross defaults, maturity ladders |
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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" |
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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 |
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Preemptive rights -- which
securities? how long? who gets right to take
undersubscriptions? |
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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? |
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Registration rights-- how big
are registration expenses? who gets cut back
if the deal is downsized? |
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Should a mezzanine lender ever
give call rights? |
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Tag alongs and drag alongs
-- when should a mezzanine lender be forced
to accept non-cash consideration for its warrants? |
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Other issues: transferability,
maturity, price |
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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? |
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Look-backs, inability to honor
puts and other terms |
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and much more... |
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| SCHEDULE: |
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| 08:00 - 09:00 |
Registration, networking & continental
breakfast |
| 09:00 - 09:30 |
Welcoming remarks & audience introductions
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| 09:30 - 09:45 |
Co-Chairman Overview |
| 09:45 - 11:00 |
First Panel |
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Trends, Structure, Pricing, and Alternative
Financing |
| 11:00 - 11:15 |
Coffee
& networking break |
| 11:15 - 12:30 |
Second
Panel |
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Applying Junior Capital to Deals |
| 12:30 - 01:30 |
Lunch |
| 01:45 - 02:00 |
Co-Chairman
Overview |
| 02:00 - 03:15 |
Third Panel |
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Advanced Study of Current Market Terms and
Documentation Issues for Intercreditor Agreements
and Other Debt Documents. Secured Senior Debt,
Second Lien/Last Out Senior Debt and Subordinated
Debt. |
| 03:15 - 03:45 |
Coffee & networking break |
| 03:45 - 05:00 |
Fourth
Panel |
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Advanced Study of Current Market Terms and
Documentation Issues for Warrants and Other
Equity Documents: Antidilution Protections,
Put Triggers, Put Valuations, Claw Backs,
Registration Rights and more |
| 05:00 - 05:30 |
Adjournment
& Networking |
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| LOCATION:
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The
New York Helmsley Hotel
212 East 42nd Street (at Third Avenue)
New York City
Ph: 212/490-8900
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| AUDIOTAPES: |
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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.
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| CLE
CREDIT: |
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This MasterClass has been approved
in New York for 6.5 general credit hours. |
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