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Second Annual

Hear latest trends, strategies, and deals in mezzanine finance,

and best practices in structuring transactions

Featuring 16 Leading Mezzanine Experts

A MasterClass by the New York Capital Roundtable

September 30 , 2004

8:00 am - 5:00 pm

The New York Helmsley Hotel

212 East 42nd Street

New York City

                                                        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

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
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

Morning Workshops-

Eight Top Investors Report the Deals They're Doing,

Trends They're Seeing, Advice They're Giving


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 --

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
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 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.

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?
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...
08:00 - 09:00 Registration, networking & continental breakfast
09:00 - 09:30 Welcoming remarks & audience introductions
09:30 - 09:45 Co-Chairman Overview
09:45 - 11:00 First Panel
  • Trends, Structure, Pricing, and Alternative Financing
11:00 - 11:15

Coffee & networking break

11:15 - 12:30

Second Panel

  • Applying Junior Capital to Deals
12:30 - 01:30 Lunch
01:45 - 02:00

Co-Chairman Overview

02:00 - 03:15 Third Panel
  • 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

  • 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

The New York Helmsley Hotel
212 East 42nd Street (at Third Avenue)
New York City
Ph: 212/490-8900

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.
This MasterClass has been approved in New York for 6.5 general credit hours.

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