New York Capital Roundtable

Meet Middle-Market M&A
Dealmakers - And Hear About
Latest Investment Strategies

The Complex World of Second Lien Lending -
A Senior Hedge Fund Manager Defines the Terms
Of This Competitive Alternative to Traditional Mezzanine

Cameron S. Fleming

Senior Vice President, D. B. Zwirn & Co. LLC

Cameron Fleming


Thurs., Nov. 18, 2004

Speaker: Cameron Fleming
Senior Vice President
D. B. Zwirn & Co. LLC

7:30am - 8:30am

Networking Breakfast

8:30am - 9:30am

Speaker Presentation


NYC Bar Association
The Great Hall
42 West 44th Street



(regular rate)


(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.

Upcoming Program:

Thurs., January 20: Geoffrey S. Rehnert, Co-Chief Executive Officer, Audax Management Co. LLC

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