Thurs., Nov. 18, 2004
Senior Vice President
D. B. Zwirn & Co. LLC
8:30am - 9:30am
NYC Bar Association
The Great Hall
42 West 44th Street
(at the door if space available)
As recently as a couple of years ago, the financial
structure of a typical buyout deal was a sandwich with senior loans on
top, equity on the bottom, and a filling of mezzanine notes in the middle.
My, how times have changed!
Now the simple sandwich is a multi-layered "Dagwood." The mezzanine
and senior strips have splintered into nearly a dozen different instruments,
with Dr. Seuss-sounding names like Last-out Senior, Stretch Senior,. SCIL
Piece, Term C, Tranche B, Enterprise-Value Second-Lien, and Rate-Only
Sub Debt. (Watch for Standstills and Waterfalls.)
In his Capital Roundtable presentation, Cameron Fleming will interpret
these arcana, explain how they evolved, and in plain English argue why
it's important for buyers and bankers and lawyers to grasp them. For example,
he will show how Term B debt is a form of senior debt, not sub debt, i.e.,
it's the lien on the collateral that's subordinated, not the debt. That
means fights over intercreditor issues these days get amazingly intense.
Fleming helps run the lending practice at hedge fund D. B. Zwirn &
Co., which he joined two years ago from the U. S. Department of the Treasury,
where he was Senior V.P. at the Air Transportation Stabilization Board,
the government's $10 billion airline loan fund. Previously he worked at
Donaldson Lufkin & Jenrette Inc., as a vice president in the Bridge
Finance Group and member of the firm's credit committee. Before that he
was in the Merchant Banking Group of Chase Manhattan Bank. He earned an
MBA from Harvard Business School and a BA in religion from Dartmouth.
Thurs., January 20: Geoffrey S. Rehnert, Co-Chief Executive
Officer, Audax Management Co. LLC