Capital Roundtable


Practising Law Institute

Media Partners

Thomson Financial

The Deal

Capital IQ

Second Annual West Coast

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

and best practices in structuring transactions

Featuring 16 Leading Mezzanine Experts

A MasterClass by the Capital Roundtable


Full-Day MasterClass--

Thursday, February 10, 2005

8 am - 5 pm

Practising Law Institute Conference Center

San Francisco, CA

Special Pre-Conference Workshop--Second Lien Lending

Wednesday, February 9, 2005

1 pm - 4 pm

The Commonwealth Club of California

San Francisco, CA

Earn CLE Credits

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

MasterClass Thursday, February 10, 2004

Morning Sessions

Eight Top Investors & Lenders Report the On The Deals They're Doing,

Trends They're Seeing, Advice They're Giving

Afternoon Sessions

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

& Best Practices in Structuring Mezzanine Deals

Faculty | Schedule | Registration | Location | Audiotapes | CLE/CPE Credit

Morning Sessions--

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 Sessions--

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 --

  • 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 deb
  • 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...

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Co-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. and Chairman, The Capital Roundtable



  • Robert Ammerman, Managing Partner, Capital Resource Partners
  • Eran Cohen, Senior Vice President, Monroe Capital (Workshop)
  • Timothy P. Fay, Partner, Key Principal Partners LLC
  • David A. Gezon, Managing Director, Midwest Mezzanine
  • Matthew Grimes, Director,Tennenbaum Capital Partners LLC (Workshop)
  • Alan Grosshans, CIT Business Credit Inc. (Workshop)
  • Jeri J. Harman, Managing Director, Allied Capital
  • Greg J. Howorth, Managing Director, Caltius Mezzanine
  • Ira J. Kreft, Executive Vice President, Bank of America Business Capital
  • Jean-Pierre Lachance, Investment Officer, CapitalSource Finance LLC
  • Jeffrey A. Miehe, Principal, Industrial Growth Partners LLC
  • James L. O'Hara, Managing Director, The Shansby Group
  • James C. Shevlet, Managing Director, Carlyle Mezzanine Partners LP
  • Janu Sivanesan, Of Counsel, Sonnenschein Nath & Rosenthal LLP(Workshop)
  • Robert L. Smith, Principal, C3 Capital Partners LP
  • Darren M. Snyder, Managing Director, Prairie Capital LP
  • Natasha Volyanskaya, Vice President, American Capital Strategies Ltd.
  • J. Derek Watson, Director, Windjammer Capital Investors LLC

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February 9
01:00 - 01:30
01:30 - 02:30

02:30 - 02:45
02:45 - 03:45


February 10
08:00 - 09:00
09:00 - 09:30
09:30 - 09:45
09:45 - 11:00
11:00 - 11:15
11:15 - 12:30
12:30 - 01:30
01:45 - 02:00
02:00 - 03:15

03:15 - 03:45
03:45 - 05:00

05:00 - 05:30


Pre-conference Workshop--Second Lien Lending
Registration & networking
Second Lien Lenders; who they are, what they look for,

the deals that they prefer
Coffee & networking break
Pricing & Terms; structuring & negotiating loans &

intercreditor agreements

Full Day MasterClass
Registration, networking & continental breakfast
Welcoming remarks & audience introductions
Co-Chairman Overview

First Panel -- Trends, Structure, Pricing, and Alternative Financing

Coffee & networking break
Second Panel -- Applying Junior Capital to Deals
Lunch, networking
Co-Chairman Overview
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.
Coffee & networking break
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
Adjournment & networking

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Pre conference Workshop -- Wednesday, Feb. 9
Commonwealth Club of California
595 Market Street
San Francisco, CA
Phone number: 415/597-6700

Full-day MasterClass -- Thursday, Feb. 10
Practising Law Institute Conference Center
685 Market Street (between Third and Annie Streets)
Monadnock Building, San Francisco, CA
Phone number: 415/498-2821

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CLE & CPE Credits

CLE Credits are available for this program

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