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Third Annual MasterClass™

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

and best practices in structuring transactions

Featuring 18 Leading Mezzanine Experts

Full-Day MasterClass--

Wednesday, September 28, 2005

8 am - 5 pm

University Club

New York City

Special Pre-Conference Workshop (optional)--

Tuesday, September 27

• Intercreditor Agreements

2 pm - 5 pm
University Club

Earn CLE Credits

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

MasterClass--Wednesday, September 28, 2005

Morning Sessions

Eight Top Investors & Lenders Report 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 | Audio Packages | CLE Credits

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 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
• What are the different products--and when to use them
• 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 these afternoon sessions of our symposium, you'll learn about some of the key issues facing senior and mezzanine lenders in negotiating intercreditor agreements.

Also, you will learn what's new with the equity component of mezzanine financings. Are mezzanine investors still getting warrants? Are there any issues to negotiate in equity co-investments?

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

• Collateral turf battles
• Whether every Mezzanine Loan should have a passive second lien
• Payment blocks and remedy standstills – the difference between Mezzanine and Second Lien loans
• What "pari passu in right of payment" really means
• What a "payment waterfall" is
• Limitations on amendments to First Lien senior debt / mezzanine debt – what is reasonable? what is market?
• Current market for payment blockage and remedies standstill periods, cross defaults, maturity ladders
• When the  "last out" tranche of agented Senior Debt facilities is worse off than a Mezzanine loan
• 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, expiration date, purchase price and exercise price
• Tax issues: How do you agree to value OID? Partnership/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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Faculty

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

Speakers

• Jason D. Drattell, Managing Partner, Praesidian Capital LLC
• Venita E. Fields, Senior Managing Director, Smith Whiley & Co.
• Cameron S. Fleming, Dir.--Sourcing, GoldenTree Asset Management LP
• John Fruehwirth, Managing Director, Allied Capital Corp.
• Debra P. Goldberg, Of Counsel, Sonnenschein Nath & Rosenthal LLP (workshop only)
• Denise C. Harned, Vice President, Key Principal Partners LLC
• Joseph A. Hawke, General Partner, Meridian Venture Partners LP
• J. Dean Heller, Partner, Sonnenschein Nath & Rosental LLP (workshop only)
• William N. Holm Jr., Vice President, Hartford Investment Management Co.
• Joseph A. Kaufman, Senior Vice President, TCW/Crescent Mezzanine LLC
• Vasan Kesavan, Managing Director, D.B. Zwirn & Co. LP
• Phillip Krall, Managing Director, Gleacher Mezzanine
• David Mahon, Director, Antares Capital Corp. Inc.
• Shephard W. Melzer, Partner, Sonnenschein Nath & Rosenthal LLP (workshop only)
• Richard T. Miller, Partner, Regiment Capital Advisors LLC
• David G. Morris, Managing Director, Citizen Capital Inc.
• David C. Moszer, Principal, FriedbergMilstein LLC
• J. P. Paquin, Senior Vice President, Brown Brothers Harriman & Co.
• Puneet Sanan, Vice President, MVC Capital Inc.

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Schedule

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Registration

• The registration fee is $1195 for the MasterClass and $495 for the Workshop -- or $1595 for both.
  
  

• At the door, if space is available, the fee is $1295 for the MasterClass and $495 for the Workshop -- or $1695 for both.

  Purchase Audio Package >>

You can pay by credit card (using the links above) or by check: Mail your check and business card to: New York Business Roundtable Inc., 12 East 44 Street, Penthouse, 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 Sept. 21, at 5:00 pm, and we will credit you for a future meeting.)

From time to time, for reasons beyond the Capital Roundtable's control, program schedules and speakers become subject to change. We make every effort to announce substantive changes by email to registrants at least 48 hours in advance.

Have a special question? Please contact Katie Safrey at 212/832-7333 ext. 103 or by email to: ksafrey@capitalroundtable.com

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Location

University Club
One West 54th Street (corner of Fifth Avenue)
New York City
212/247-2100

Please note:  Dress code for the University Club is jacket and tie for men, and equivalent attire for women.

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Audio Packages

Can't attend but want to hear the program? You can buy the audio package (MasterClass only) along with the handouts for $495. Purchase the audio package online now.

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CLE Credits

New York State credits are 7.5 credit hours professional practice for the MasterClass and 3.5 credit hours for the workshop; for the 60 minutes/credit states (ex. CA, PA, TX etc) 6.0 hours for the MasterClass and 3.0 for the workshop.

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