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  • 1 October 2014

    Selling a Company – A Practitioner’s Guide- Mastering the skill of making a successful disposal

    Redcliffe Training Associates Ltd

    London

    Course Overview:

    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 course covers the 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.

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  • 1 October 2014

    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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  • 2 October 2014

    Private Equity & Management Buy-outs

    Redcliffe Training Associates Ltd

    London

    Course Overview:

    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.

    This course covers 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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  • 7 October 2014

    Complaints Handling – FCA Requirements

    Redcliffe Training Associates Ltd

    London

    The ability of retail consumers to be able to complain to financial services firms is regarded as being of the utmost importance by the FCA.

    It is therefore crucial for all firms to have transparent, efficient and effective complaints handling processes and procedures.  This course will go through what the FCA expects a firm to have in place, as well as providing detail on the systems that govern complaints handling when a firm and a customer cannot agree and a matter is referred to the Financial Ombusdman Service.

    Information on the Financial Services Compensation Scheme will also be provided

    Learning Objectives

    • To provide a thorough introduction to the FCA’s rules on the effective handling of complaints
    • To encourage firms to adopt effective complaints handling measures which can increase consumer satisfaction
    • To enable delegates to communicate key messages back to staff within their firm to ensure that complaints are dealt with appropriately

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  • 8 October 2014

    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.

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  • 8 October 2014

    Bond Finance: The Fundamentals

    Central Law Training

    London

    Bond Finance has never been cheaper. This course is designed to give delegates a fundamental working knowledge of bonds and fixed income securities and will be valuable for all lawyers working with banking or corporate clients in debt finance. The c...

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  • 9 October 2014

    Advanced Negotiation & Structuring Issues in High Yield Bonds

    Redcliffe Training Associates Ltd

    London

    Course Overview:

    The European High Yield Bond market has come of age and 2013 has seen record issuance of $46 billion by November with corporates dominating PE issuance slightly. Significantly, the bond markets are opening to much smaller issues than was historically the case as yield-hungry investors are increasingly willing to sacrifice liquidity for yield, the recent £115 million Soho House deal being an excellent example.

    Strong investor demand also explains the acceptance, by investors, of increasingly aggressive terms in the Indenture which amplify the benefits of the incurrence covenants in bonds. Additionally, the evolution of bi-furcated Loan / Note structures has introduced an additional dimension of complexity.

    Borrowers familiar with the typical maintenance covenant package found in loans, are often pleasantly surprised much higher degree of operational flexibility available from the incurrence covenant package found in bonds which permits borrowers a much wider range of corporate actions than loans such as incurring additional debt, paying dividends, M&A, making capital investments but only if the borrower can demonstrate improved financial performance at the time of the proposed action or event. For investors used to the comfort and protection inherent in the maintenance covenants in loans, this flexibility comes as a nasty surprise.

    For both parties it is essential that they understand not only the basics but also the key battlegrounds in current dynamic market conditions. For example, Tank & Rast’s second lien notes allow unlimited dividend distribution once leverage is reduced to 6.0x. Issuers wage a continuous battle of pushing for additional flexibility; debt incurrence and the restricted payments basket are the two most obvious examples but, recently, the battleground has shifted to asset sales with issuers finding increasingly creative ways to use assets sale proceeds to pay dividends.

    This programme provides a toolkit for issuers, investors, advisors and others seeking to understand the key aspects of bonds particularly how they differ from loans. It analyses the standard covenants in the Notes but also focuses on the current topical negotiating areas in the covenant package. For Issuers, the programme identifies the key structuring & documentary issues to ensure that they are able to achieve maximum operational flexibility post issuance. It also provides some guidance on what is required to be able to access the capital markets.

    For Investors, the programme provides a risk template to identify, understand and mitigate the key risk areas of the deal; in particular which covenants matter most. Whilst the restricted payments basket and debt incurrence covenants will always be at the forefront of negotiations, other aspects will depend on the circumstances of each case.

    During the programme, current aggressive market trends will be illustrated with reference to extracts from Offering Memoranda and selected data from DebtXplained (the key provider of information to the European high yield community) will provide guidance on what is, and is not, market standard.

    Case Studies:

    Participants will be required to (1) analyse the pros and cons of various structures currently used in the market (2) identify some of the key areas of value leakage and (3) discuss the role and impact of subordination

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  • 10 October 2014

    Structuring & Negotiating Mezzanine, Second Lien and Junior Debt

    Redcliffe Training Associates Ltd

    London

    Course Overview:

    The junior credit spectrum has witnessed a rise in issuance in the last few years driven by the confluence of a number of beneficial factors. Traditional bank lenders have curtailed lending and leverage, particularly to smaller deals, in the face of increasingly restricted by external regulations, such as Basel III, and internal compliance requirements. This has paved the way for the emergence of alternative / direct lenders who are more willing to offer a raft of riskier, but higher-yielding, junior debt instruments to meet the desire for higher leverage (and thus returns) sought by borrowers.

    PIK has been one of the main beneficiaries of this trend while mezzanine has retained an important role in deals which are too small to access the bond markets. The story of the summer of 2014 has been the resurgence of 2nd Lien loans (as opposed to 2nd Lien Notes which have been seen) with 7 deals launched in July alone (e.g. Sebia, Delek and Continental Goods) in addition to the €765m issued in the fist six months of 2014. However, this 2G version features some notable differences to its earlier incarnation and to its U.S. cousin. At the same time Unitranche has gained increasing acceptance and has emerged as a serious alternative to the traditional senior/mezzanine combination.

    This programme examines the range of junior debt loan products available in the market, the use an application of the various instruments, the typical terms and conditions, market pricing and returns. The key risk areas for junior lenders and the related aspect of structuring issues and debt capacity.

    European markets differ from US markets to the extent that restructurings in the former are typically out-of-court (as opposed to the statutory approach of Chapter 11 in the US). This coupled with the different approaches in the various European jurisdictions means that inter-creditor issues assume a critical aspect of structuring and the programme deals with the key issues plus the additional protection required for deals with a US dimension.

    The course is highly practical and interactive and will include case studies to illustrate and reinforce the topics covered.

    Participants will be required to bring a laptop to the course.

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  • 13 October 2014

    Advanced Negotiation Issues in Financial Covenants

    Redcliffe Training Associates Ltd

    London

    Course Overview:

    This programme covers financial covenants in Loan Agreements and includes specific reference and analysis of the terms and definitions as used in the LMA Senior Facilities Agreement for Leveraged transactions but consideration will also be given to current developments in the market particularly the larger syndicated deals.

    The loan market in Europe is bifurcating into two groups; smaller club and bilateral deals which tend to follow the lender friendly LMA approach and larger syndicated TLB-style deals which, increasingly, are being influenced by the high yield bond market and are cov-loose or cov-lite which have culminated in the recent Ceva Sante Animale deal which had no financial covenants.

    Financial covenants are arguably one of the most heavily negotiated aspects of the Loan Agreement. Too often some parties fail to understand the key issues that really matter, for example, they view the financial covenants in isolation rather than appreciating they must be seen in the context of each particular capital structure. A second pitfall is to spend too much time on which covenants apply rather than focusing on the key constituents of the key terms in the financial covenant.

    This course provides a detailed look at commercial aspects of financial covenants and looks under the bonnet at the critical issues that arise in practice. This course provides an in-depth look at the covenants as set out in the Loan Market Association precedent together with other covenants that might be used in practice. Reference is made to the Debtxplained loan Database which tracks key terms in the larger syndicated deals.

    Participants will gain an in-depth view of which covenants should be used and why together with a detailed analysis of the constituents of the covenants and the sponsor friendly add-backs and other sponsor friendly techniques used by borrowers to manipulate the covenants.

    The programme is aimed primarily professionals involved in Leveraged deals, such as Lawyers, Private Equity professionals, Bankers in Lending (all departments), Corporate financiers, M&A advisors, Debt advisory and Restructuring. Accounting professionals looking to expand their knowledge of this topic will also benefit as many of the issues embrace legal /documentary considerations. The programme adopts a pan-European approach to the topic but the presenter is able to discuss issues relevant in the USA in view of his exposure to those markets.

    To derive full benefit from the programme, it is essential that attendees have a basic understanding of the main / headline elements of a Profit and Loss account (Sales, EBITDA, EBIT etc) and a basic understanding of the differences between P&L /Accrual Accounting on the one hand and Cash accounting on the other.

    For those attending, a short module will be provided in advance of the course which forms part of the pre-course reading.  It is to be emphasised that participants DO NOT require an understanding of IFRS or GAAP as the programme is designed to enable attendees to have enough basic knowledge to identify the key commercial issues.

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  • 13 October 2014 - 14 October 2014

    Modelling & Valuing Insurance Companies

    Redcliffe Training Associates Ltd

    London

    Course Overview:

    This advanced valuation and modelling course looks at the valuation approaches to be taken to enable participants to value insurance companies. Given the very different nature of financial services companies such as banks and insurance companies, traditional valuation techniques cannot necessarily be applied to insurance companies.

    This course looks at some of the ways of adapting valuation approaches to deal with the specific problems in valuing financial services businesses.

    The course examines the approach to valuing insurance companies firstly looking at insurance company accounting, which is very different from traditional accounting and then dealing with the main forecasting issues that arise from insurance company accounting. During the course the participants will value two types of quoted insurance company, Admiral Group (a general insurance company) and Legal & General (a general and life insurance company).

    The regulatory issues associated with insurance companies, including Solvency II are the discussed in a valuation context and the different challenges associated with valuing general and life assurance companies are covered.

    Given the evolving nature of the regulatory environment for the financial services industry the course attempts to provide a current status for both the accounting and regulatory issues facing insurance companies and how these are likely to affect the approach to valuation.

    Examples are provided to illustrate each issue and participants will model and value quoted general and life insurance companies during the course.

    Participants will be required to bring a laptop to the course.

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