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  • 1 June 2015 - 5 June 2015

    Advanced Private Equity & Leveraged Buy-outs Masterclass

    Redcliffe Training Associates Ltd


    This program is designed to provide participants with a comprehensive view of private equity from the perspective of all the main participants. These include the providers of loan and bond finance, the private equity firms, the various professional advisers and the management team. The focus is largely on development capital (i.e. for firms with debt capacity) but also touches on matters relevant to venture capital.

    The first, second and third day of the course covers the three key stages of the deal transaction from entry to exit. It provides an insight into the main value drivers in the process and the main areas of risk, the major structural issues that need to be considered and the structure and parameters used to gauge the optimum amount of debt/equity in the capital structure.

    Participants will acquire a thorough understanding of the various types of debt that are available, including both senior and junior loans and the various types of bonds which are being used increasingly by private equity firms and corporates, as well as the key issues for the providers of both loans and bonds.

     The programme covers critical issues from the perspective of the PE firm and an understanding of how their funds are structured as this means they approach transactions from a different perspective to corporates.  Finally, the varied roles of management, key issues that arise for them and their interaction with the PE investors are also covered as these aspects are vital to ensure management remain properly incentivised to create value.

    The programme will benefit those involved in private equity whether directly (e.g. investor, manager or lender) or indirectly, typically as a professional advisor. It adopts a pan-European approach to the topic but the presenter is able to discuss issues relevant in the USA and Asia in view of his exposure to those markets if participants require. Reference will be made to current trends and data in the markets across Europe.

    Participants will be provided with numerous case studies to reinforce the various aspects and will also be provided with an LBO model which will be used to structure a transaction.

    The fourth and fifth day of the course will cover the key elements of modelling in an LBO analysis. Participants will value the target business using historic data and available equity research. The valuation process will incorporate absolute and relative valuation techniques. Once the target business has been valued, participants will be introduced to LBO analysis and construct an LBO model.

    The LBO modelling analysis will be developed by assessing the debt capacity of the business to determine the range of capital structures available for the transaction and how credit analysis is used in the LBO modelling process.

    The participants will then cover more complex LBO instruments such as warrants and PIKs and how to calculate returns to each of the equity and debt providers.

    Participants will model a more complex capital structure and calculate exit values and the IRRs generated by each investor. Using the integrated model participants will then analyse various scenarios (management case, base case, payout case) to derive the optimum financing structure taking into account the financial constraints of each investor.

    The participants will undertake an adjusted present value (“APV”) analysis to determine where value has been created in the LBO transaction, using an APV model and finally look at recovery analysis for a failed LBO transaction.

    Case Study: The participants will use a variety of case studies and exercises during the two days, based on publicly quoted and generic businesses.

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

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  • 2 June 2015

    Improved Performance Through Increased Accuracy & Attention to Detail

    Management Forum



    • To understand the importance of accuracy and attention to detail in day-to-work work

    • Understand the psychology of attention and accuracy

    • How to assess the current level of attention span

    • Improve attention span and accuracy

    • Ensure improved focus and concentration

    • Understand how to improve performance

    • Share best practice to improve accuracy and attention

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  • 3 June 2015

    An Introduction to Equity Markets

    London Stock Exchange


    An Introduction to Equity Markets is a one day course delivered by experts from within the London Stock Exchange.  Designed to provide an overview of how mature equity markets function, it will put a company's role within these markets in context.

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  • 5 June 2015

    Loan Documentation and Security

    Redcliffe Training Associates Ltd


    Course Overview:

    This course provides a full coverage of all of the important aspects of lending. It sets the scene by explaining the banks approach to lending, the roles of the key departments in the bank and the key documents in the process.

    The programme then proceeds to discuss where to focus in analysing the loan and examines the key commercial terms in the loan and security documents from the perspective of both the lender and the borrower. Reference is made to established case law (Spectrum) and to recent cases, such as Stabilus and Urvasco and their relevance to key clauses and aspects.

    Whilst Loan Market Association precedents are widely used as a point of departure for loans throughout Europe, there are a number of key clauses which are left “blank” for negotiation, in particular the various “permitted” baskets which need to be tailored on a case by case basis. Furthermore, syndicated (and club) loans raise additional issues which are not relevant in bilateral loans, such as voting thresholds and transfer restrictions.

    In view of the standardised approach to lending across Europe, the course is presented so that it has a pan-European relevance.

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  • 8 June 2015

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

    Redcliffe Training Associates Ltd


    Course Overview:

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

    The simplistic view of M&A is that it is a bilateral process between buyers and sellers. Experienced practitioners understand it is an organic process, which involves multilateral negotiations between buyers/sellers on the one hand, and their respective advisers on the other hand. Additionally, there are critical negotiating issues that arise, in parallel, between the parties, their own advisers and between the advisors themselves (e.g. accountants debating the completion accounts, lawyers debating warranties in the SPA).

    To complicate matters, there are significant differences in approach between different types of sellers and buyers. For example corporates have a different agenda to PE firms whilst owner/managers, who invariably lack experience in M&A, often represent the biggest challenge. Last, the seller’s management can also have a malign influence on the sale process which requires delicate handling.

    The programme is divided into two parts. The first part focuses on the soft negotiating issues which are common to smaller deals but less relevant in larger auctions. The second part focuses on the technical or commercial aspects where the real value can be gained or lost. These include the completion mechanisms (completion accounts and locked box), the offer structure (e.g. cash free-debt free and working capital adjustment), structuring the consideration, handling management and value leakage through the warranties, disclosure and indemnities. 

    Finally, warranty insurance, long seen as an expensive and cosmetic solution, is experiencing rapid acceptance in Europe and, increasingly, has emerged as a powerful negotiating tool.  Last, the programme reviews various solutions to closing the “value gap” between the parties and the pros and cons of the various methods of achieving this.

     Please note that this course covers some aspects that are also covered on the Sale & Purchase Agreements course although the focus in this programme is on commercial aspects as opposed to a more3 legalistic approach in the SPA course.

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  • 9 June 2015

    Bond Finance: The Fundamentals

    Central Law Training


    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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  • 10 June 2015 - 12 June 2015

    An Introduction to Corporate Finance

    London Stock Exchange


    This three day course is designed to give delegates an understanding of the fundamentals of corporate finance.

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  • 12 June 2015

    Financial Crime Risk Management - An Essential Update

    London Stock Exchange


    A one day training course designed for all those indviduals responsible for implementing best practice crime risk managment in their organisation.

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  • 15 June 2015

    The Private Equity 2015 Conference - Recent Deals & The Road Ahead

    Redcliffe Training Associates Ltd


    This Private Equity Conference will take place in London on 15th June 2015. A diverse range of technical topics will be presented by invited industry experts (private equity, 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:

    Welcoming note from the conference chairman:

    “It was the best of times, it was the worst of times”. Charles Dickens’ immortal words neatly capture the current predicament of private equity albeit with some hyperbole.

    The good news is that, despite contraction in bank lending, Private Equity firms have access to an increasing array of debt products which offer high levels of gearing on increasingly flexible terms and at comparatively low pricing. The high yield bond market is now open to midmarket companies while smaller companies now have access to unitranche.

    These developments have provided private equity with the ability to compete with corporate buyers on level terms but also paved the way for a flourishing exit market either through sales or dividend recaps. The resurrection of the IPO market has also been helpful.

    Conversely, Private Equity remains under attack from a number of quarters in the western economies. Private Equity firms are increasingly besieged by regulatory initiatives which are either mandatory, such as the EU’s Alternative Investment Directive, or optional such as ESG initiatives all of which eat into investor returns.  Additionally, as the Private Equity markets have matured the perception is that it has become increasingly difficult for Private Equity firms to add value raising questions as to whether the Private Equity model is broken.

    These headwinds have led to the increasing bi-furcation within the industry between the top tier firms who have found ways to add value and others who continue to rely on leverage on the basis that a rising tide lifts all boats.

    This conference draws together the leading experts who will provide commentary and an insight into the key issues and trends affecting the Private Equity industry. The conference will provide attendees with the opportunity to raise issues with the expert presenters.

    I look forward to welcoming you on the day of the conference and close with more positive sentiments from Dickens “It was the spring of hope…We had everything before us”.

    Michael Dance
    Senior Consultant, Grant Thornton 

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  • 18 June 2015

    Advanced Negotiation Issues in Financial Covenants

    Redcliffe Training Associates Ltd


    Financial Covenants 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 and covenants which appear in the LMA Real Estate precedents  but consideration will also be given to current developments in the market particularly the larger syndicated (TLB-style) deals which no often include Springing Leverage covenants.

    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 adopt a Cov-loose or Cov-lite approach where some deals now have  no financial covenants (e.g. Ceva Sante Animale).

    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.

    Case Study:

    Participants will be required to:- (a) calculate how to derive the key elements of the various covenants (b) identify some of the more problematic components in the covenants (c) calculate the various covenants and (d) explain the pros and cons of each of the covenants and why they may be appropriate for one deal but not another. The calculations are relatively simple and are designed to explain the basic principles and reinforce learning. Accounting knowledge is not required but would be helpful. Participants with little or no accounting background should familiarise themselves with the pre-course materials on “Cash v Accrual accounting”

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