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  • Corporate Finance Deals 2016 Conference

    Redcliffe Training Associates Ltd

    London

    This Corporate Finance Deals 2016 Conference will take place in London in February / March 2016. A diverse range of technical topics will be presented by invited industry experts (Corporate Finance, legal, investment banks, advisory).

    Redcliffe has sponsorship opportunities available for this conference. If your company is interested or if you would like more information, please email us on: enquiries@redcliffetraining.co.uk

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  • 13 January 2015

    Business & Succession Planning for Farming Clients

    MBL Seminars Limited

    London

    Course Level: Intermediate Introduction The average age of farmers in the UK is 58 which means that succession planning within rural businesses is vital. Whether it is passing on the farming business to the next gene...

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  • 14 January 2015

    Bonds & Fixed Income Markets

    Investment Education

    London

    Objective

    To provide a comprehensive overview of the major bond and fixed income markets, their instruments and their workings.

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  • 14 January 2015

    Intercreditor Agreements in Leveraged Transactions

    Redcliffe Training Associates Ltd

    London

    Course Overview:

    Intercreditor agreements have assumed increasing importance over the past few years. The evolution of laminated structures prior to the credit crisis, initially comprising senior and mezzanine and later, now nascent, 2nd Lien loans, forced these arrangements into sharp relief. Inevitably the increase in 
    financial distress flushed out the numerous issues in the prevailing arrangements in a raft of landmark cases (e.g. European Directories, Stabilus, Trimast and IMO Carwash).

    The market responded with the introduction of the LMA Intercreditor precedent in 2009 seeking to codify the market approach which, largely, had remained uniform prior to the crisis. Stung by a series of reverses in IMO and other cases, RBS Worldpay represented the first real effort by mezzanine lenders to redress the balance of power and may well have led to the publication of a revised LMA Intercreditor in 2012. This sought to address some of these issues, particularly valuation and the duties of the Agent vis-a-vis the mezzanine.

    The LMA was always designed as a point of departure and its role has, to some extent, been undermined by the wave of bifurcated pari Loan / Bond structures which have gained traction over the last few years. These structures embrace a raft of variations; super senior RCF / senior secured bonds either on their own 
    or together with junior secured 2nd Lien Notes (e.g Voyage) and/or junior unsecured notes (e.g Perstorp). Additionally, since late 2012, the market has also witnessed the resurrection of PIK Notes which have introduced additional complexity. These structures, and particularly the rise of senior secured notes 
    (which historically were generally junior unsecured instruments in Europe), have created intercreditor tensions which were never envisaged by the LMA precedents.

    Despite this, the issues inherent in intercreditor arrangements are, to a large extent, similar in all cases. This programme seeks to focus on the main issues in both traditional senior Loan/ Mezz structures and also reviews the problems facing the market in the pari Loan / Bond structures in both corporate deals (e.g. Virgin) and sponsored transactions.

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  • 15 January 2015

    Duty Provider Crime Contracts - Don't Miss the 29th January Deadline

    MBL Seminars Limited

    London

    Course Level: Update Introduction Should you tender for a Duty Provider Contract? Want to know more? The deadline is noon on 29th of January 2015 and new contracts will start on 1st October 2015. The course...

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  • 15 January 2015

    Swaps Overview

    Investment Education

    London

    BACKGROUND

    This course provides a fairly detailed overview of Swaps, what they are, how they are used and the major varieties. No prior knowledge is assumed of Swaps but a good general knowledge of securities is assumed.

    The course includes all the new changes in Collateral and Settlement.

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  • 16 January 2015

    Advanced Negotiation Issues in M&A - The Critical Commercial Aspects Impacting on Deal Value

    Redcliffe Training Associates Ltd

    London

    Course Overview:

    This programme is aimed at those with a working knowledge of the M&A process.

    The simplistic view of M&A is that it’s a bilateral process between buyers and sellers. Experience practitioners understand it is a far more organic process which involves multilateral negotiations between Buyers/Sellers on the one hand and their respective advisers on the other hand (fee negotiations being the most important). Additionally, parties need to be aware of the negotiating issues that arise in parallel negotiations between the parties own advisers themselves (e.g. accountants debating the completion accounts, lawyers the SPA).

    This programme focuses on negotiating the key commercial aspects of the transaction which impact value for both buyer and seller and on creating the right framework and strategy for enhancing value to the seller or retaining value for the buyer. Part of this is understanding the internal politics of handling each side.

    The programme is divided into two parts. The first part focuses on the soft negotiating issues which are common to most deals. The second part focuses on the legal, accounting and technical areas where the real value can be gained or lost; particularly completion mechanisms (completion accounts and locked box), the cash free-debt free and working capital adjustment, structuring the consideration, handling management and value leakage through the reps, warranties, disclosure and indemnities.

    Warranty or Gap insurance, long seen as an expensive and cosmetic solution has experienced a new lease of life over the past few years, especially buyer insurance which has developed into a cost-effective solution for bridging warranty issues.

    Please note that this course covers material that is also covered on the Sale & Purchase Agreements course.

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  • 19 January 2015

    Buying a Company – A Practitioner’s Guide - Mastering the skill of making a successful acquisition

    Redcliffe Training Associates Ltd

    London

    Course Overview:

    Creating shareholder value through the pursuit of a successful M A strategy has been shown to be a far from risk-free activity. Buyers overpaying or using inappropriate financing methods can lead to destruction of value and in some cases financial distress.

    The course covers topics of risk and return, valuation, process, investigation and integration as a practical guide to identifying and negotiating acquisitions.

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  • 19 January 2015

    Unitranche – The Rise and Rise

    Redcliffe Training Associates Ltd

    London

    Course Overview:

    Unitranche facilities migrated from the US market to Europe in 2008 in response to the funding gap which arose as European banks contracted their balance sheets.  Having achieved modest success in the early years it has experienced dramatic growth since 2011 driven by increasingly strong demand on both the buy and sell side and as borrowers have become more familiar with the product and it’s many advantages.

    Initially the product was provided by a small group of alternative-debt style funds such as AXA (now Ardian), ICG, Ares and Babson. Some parties, notably GE Capital and Ares, created a joint venture to be able to offer a composite financing package and this trend has gather momentum with Barclays & Bluebay and others, following suit.  Supply has been boosted across the board as many existing providers have increased their commitment levels and been joined by raft of new entrants. Additionally, an increasing number of traditional bank lenders are being forced into providing unitranche as they have recognized the dangers this product poses to their existing leverage business across the credit spectrum in small, bilateral deals (e.g. Groupe Looping €30m), club deals (e.g. The Trainline) and even large syndicated deals (David Lloyds c. £500m). In the same vein, the larger unitranches provide stiff competition to the traditional high bond product.

    The embryonic nature of the product, coupled with the rapid increase of both supply and demand has created a climate in which terms and conditions are extremely fluid.  The impact has meant that whilst unitranche was initially provided on a bilateral basis some deals have been clubbed (e.g. TheTrainline & Infopro digital) and more recently GE/Ares included a junior tranche. GE/Ares recently provided Parkdean with a junior unitranche to accompany the “standard” unitranche.

    A further indication of its flexibility was the provision of a sharia compliant unitranche to Petainer Group. Competition on the supply side accompanied by a high levels of competition from loan and bond markets has mirrored the developments in loan and bond markets which have seen the acceptance of borrower friendly terms and the accompanying erosion of lender protection.

    The private nature of the market and high levels of competition mean that unitranche operates in a private vacuum and information of deals and structures varies considerably. This programme is aimed at giving lenders, borrowers, lawyers, corporate financiers and others involved in providing, using or advising on unitranche a look under the bonnet and a toolkit to understand the key issues facing each of the main players.

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  • 19 January 2015 - 21 January 2015

    Mergers & Acquisitions

    Redcliffe Training Associates Ltd

    London

    Course Overview:

    This three day M&A course covers all aspects of buying and selling private companies and management buy-outs.

    The first day of this mergers & acquisitions course covers all aspects of creating shareholder value through the pursuit of a successful M&A strategy has been shown to be a far from risk-free activity. Buyers overpaying or using inappropriate financing methods can lead to destruction of value and in some cases financial distress.

    The topics covered include risk and return, valuation, process, investigation and integration as a practical guide to identifying and negotiating acquisitions.

    The second day of this M&A course focuses on selling a company to achieve a vendor’s target price is frequently a time-consuming and complex process. In addition to the legal and accounting considerations there are issues of presentation, timing and tactics that are important elements of the campaign to close a successful sale.

    The topics covered include practical steps that are required to plan, negotiate, and close a successful sale. Valuing the business to be sold and the effective presentation of the commercial attractions of the business are key elements, as are choosing the appropriate advisers and running a competitive auction.

    The third day of this mergers & acquisitions course covers the sale of companies to management teams backed by Private Equity investors, using a leveraged financing of the acquisition, has become an increasingly common feature of the corporate scene. Whilst appearing simple to arrange, there are complex elements to a successful transaction.

    The topics covered on this M&A course include the principles and practicalities involved in arranging and negotiating a management buyout. In addition to the legal issues to be addressed, the use of bank debt and other financial instruments is examined in the context of developing a workable structure for the deal.

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