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  • 7 July 2015

    Advanced Takeover Code: Current Strategies & Tactics

    Redcliffe Training Associates Ltd

    London

    Course Overview:

    This course covers key rules in the Takeover Code regulating takeovers and the bid strategies and tactics that are used in the current marketplace.

    Following the extensive Code Review in 2011, the tactical advantage that possible bidders have had in takeovers has changed and the course examines the numerous effects this has had on bidder and target strategies.

    Participants will learn how takeovers are conducted from the initial stages to the completion or lapsing of the bid and will gain an understanding of which strategies and tactics have and which have not worked, with examples from many recent deals.

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  • 7 July 2015

    Financial Issues in Acquisition Agreements

    Redcliffe Training Associates Ltd

    London

    Course Overview:

    This course is designed to help participants understand and deal effectively with the financial issues arising from sale and purchase agreements. It will help them prepare for discussions and negotiations around working capital and completion accounts. Cash free debt free transactions, earn out agreements and the option to apply locked box provisions.

    The course will also consider some of the key current issues such as the impact of the transition to new UKGAAP from 2014, the new IFRS on revenue recognition and the full impact of fair value accounting on sale and purchase negotiations. The course will help participants to add value to the transaction.

    The course is designed to be highly practical and will include case studies that will reflect the actual sale and purchase process including the most common contentious areas.

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  • 8 July 2015

    Advanced Negotiation Issues in Restructuring

    Redcliffe Training Associates Ltd

    London

    Course Overview :

    The wave of restructurings which have occurred, and continue to occur, in Europe since the crisis have had a dramatic impact on the restructuring landscape and led to the evolution of a raft of new techniques and approaches in what was, hitherto, a largely anachronistic part of the law.

    The global nature of many firms and financing techniques has generated a more eclectic approach to restructuring techniques and the evolution of various trends. First, the rise in popularity of UK Schemes of Arrangement; second, the introduction, by various jurisdictions, of more flexible restructuring techniques e.g. ”Pre-packs”; third, the desire to seek a CoMi shift to access a more flexible pathway and finally, the willingness to use US courts e.g. Chapter 11 (particularly in the larger deals)

    Pre-packs are available not only in the UK but in numerous jurisdiction on the Continent in one shape or another (e.g. France, Spain, Holland). Pre-packs are often more a term of art and the approach and issues are broadly similar since the issues tend to transcend jurisdictions. This programme covers Prepacks from a European perspective but draws on the experiences in the UK market.

    Similarly, the flexibility offered by UK Schemes of Arrangement coupled with its availability to in many jurisdictions outside the UK has seen them used globally but particularly in Germany, Spain, the Netherlands, France, Russia and even Vietnam. Some jurisdictions have responded by introducing more flexible restructuring pathways which provide greater flexibility e.g. Spain, Germany and France.  This programme covers the process but also examines some of the more controversial areas in Schemes which have arisen in practice. Various landmark restructurings are discussed to illustrate some of these issues.

    The UK offers one of the most flexible, cost-effective pathways for restructurings. UK Administrations provide a “wrapper” with a moratorium giving firms breathing space to implement the most effective method of restructuring. These methods may be available to non-UK companies via a CoMi shift and have been used where the local regime is too inflexible. The programme reviews the key issues and cases in Administration and CVAs particularly where they have been used by non-UK firms (e.g. Schefenacker).

    Valuation lies at the heart of any restructuring and the programme looks briefly at the current approaches to valuation and analyses the approaches used.  Conventional wisdom suggests that and theoretically, parties who are “out-of-the-money” play no part in proceedings since restructurings follow the priority of claims ensconced in law (e.g. employee claims) or a contractual framework via the payment waterfall. In practice this is not always the case and, particularly in more complex deals, the key issue is to get a seat at the restructuring table to influence the process.

    This course explores the negotiating levers which various parties can use to obtain a seat at the negotiating table together with the restructuring methods, solutions, techniques and tactics for managing all the players as well as the practical issues which will face parties in leveraged and unleveraged deals and, drawing on the trainer’s experience, offers a practical template on how to respond to the issues they are likely to face.

    The course is aimed at lenders, sponsors, lawyers, accountants and other advisers involved in this sector, management and other professions (investment advisers) operating in the European environment who require a greater insight into the key issues which arise in financial restructurings.

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  • 15 July 2015

    Sale and Purchase Agreements – The Commercial Issues- Negotiating the contentious topics in SPAs

    Redcliffe Training Associates Ltd

    London

    Course Overview:

    A simplistic view of an acquisition is that the actual price paid is paramount but experienced practitioners recognise that price is but one aspect of the deal and that there is the potential for significant value leakage in arriving at the actual price and also from claims arising after completion.

    The “price” paid may seem a simple concept but, in practice, requires an understanding of how this is derived. Most private acquisitions are based on a “cash-free, debt-free basis” with adjustments for working capital or net assets. Buyers typically develop an enterprise value which is then adjusted to derive an equity value by adjusting for cash, debt and working capital all of which needs to be captured in the Sale & Purchase Agreement (“SPA”).

    Negotiating and documenting these items is not as straightforward as one might expect; for example, does “cash” include “trapped cash”, what does debt include, what is wrong with using “average” working capital and how can parties minimise subsequent disputes? Additionally, the choice of the completion mechanism (completion accounts or locked box) creates further opportunity for further value transfer. Even after completion the seller may find further value erosion through claims arising under the warranties and indemnities.

    There is no right or wrong answer to many of these questions and the ultimate position will be dictated by the negotiating strength of the respective buyer and seller. Despite that, a sound grasp of the key commercial and legal issues can minimise value loss for parties.

    This programme focuses on transactions involving the purchase of shares but also covers areas of specific relevance to asset purchases. It provides a step by step template to the basics but also covers the critical legal and commercial aspects in the transaction from the perspective of both buyer and seller. Reference is made to recent or relevant leading cases.

    Please note that this course covers material that is also covered on the Advanced Negotiation Issues in M&A course. 

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  • 17 July 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. 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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  • 29 July 2015

    Negotiating Loan Documents in Private Equity & Corporate Leveraged Deals

    Redcliffe Training Associates Ltd

    London

    Course Overview:

    The last decade has witnessed significant changes in the way the high yield loans have been documented for both Sponsored/PE and Corporate deals.

    These developments have been felt not only in Syndicated deals but also in Club transactions and even the more staid bi-lateral deals.

    Many of these changes, most of which are borrower-friendly, have been driven by converging factors: First, the increasing influence of a raft of new lenders (e.g. CDOs, Hedge funds, Institutional Investors) all of whom have supplemented 
    the vacuum left by traditional bank lenders and second, a more recent trend which has seen the migration of terms from bonds to the loan market, cov-lite loans and debt buybacks being typical examples.

    Although the credit crisis and regulatory pressures has inclined banks to adopt a more cautious approach this has been countered by a number of headwinds particularly increased competition from different quarters.

    On the one hand, the high yield bond market is playing an increasingly important role in providing an alternative debt product (especially in  re-financings for mid to larger deals) whilst the loan market has seen increased competition from the arrival of a new group of Institutional Investors who have been joined by Debt funds, Hedge funds and CDOs which seem to be in the early stages of a renaissance.

    In an effort to institute best practice across the European market, The Loan Market Association has developed a library of senior-lender-friendly precedents however which, whilst widely used, tend to be more appoint of departure for negotiations and do not cater for all aspects for example, equity cures.

    This course provides participants with practical insight into the important commercial and technical issues which affect loan documents in high yield transactions including an introduction to inter-creditor issues.

    Case Study: the course will be accompanied by a detailed case study which is based on a term sheet.

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  • 3 September 2015

    Loan Documentation and Security

    Redcliffe Training Associates Ltd

    London

    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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  • 4 September 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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  • 9 September 2015

    Unitranche – The Rise and Rise

    Redcliffe Training Associates Ltd

    London

    Course Overview:

    The European debt markets have experienced major structural changes over the past few years, owing to the influx of direct lenders and alternative lending grew to over 40% for mid-market deals in Europe in 2014 (Source: Deloitte). These new lenders displayed a more eclectic approach to financing than traditional banks which has driven a more innovative approach to debt structuring particularly through the provision of unitranche financing. Initially unitranche was provided by a small group of alternative lenders (e.g. ICG, Babson and Ardian) and by the JV between GE Capital and Ares however, recently, they have been joined by an influx of new funds and by traditional banks who are keen to provide the senior portion of the unitranche facility with funds taking the first-loss piece.

    The dynamic changes in the lending fraternity has driven dramatic changes to the way in which unitranche is structured. Unitranche migrated from the US to Europe around 2008 and initially the European product simply replaced the senior and junior debt facilities (typically mezz) with a single unitranche facility usually accompanied with a super senior RCF in the same loan.  Today it has become a highly bespoke product offered in a wide variety of forms including; clubbed, bifurcated, “dual-tranche” and even junior unitranche all of which seem to beg the question of whether the term ‘unitranche adequately describes these various structures. Unitranche has also expanded the size and scope of its offering with some lenders able to provide over €300m each whilst others offer as little as €10m. Importantly this means that the terms and conditions for unitranche are influenced by cov-lite loans and incurrence covenants seen in the bonds markets, in the larger deals, but in turn influence banks providing clubbed and even bilateral facilities.

    Moreover, unlike the US, where Unitranche is provided both to non-sponsored corporates as well as PEs in Europe, hitherto the product has been provided mainly to PE backed firms but even this is changing as new managers have emerged, with lower margin hurdles, aiming to capitalise on the stretched senior opportunity for corporates in the mid-market.

    Last, as recently reported, some of the larger providers are now willing to underwrite unitranche with a view to subsequently selling-down part of their unitranche. This raises a host of critical inter-creditor issues for both other lenders in the structure but particularly the borrower itself as they have a powerful vested interest in having continued visibility into voting dynamics between the existing and new lenders. This is particularly acute where some of these arrangements are invisible to borrowers being covered in the Agreement Amongst Lenders. This raises questions of concern about how these deals will play out in a restructuring scenario.

    Finally, the competitive nature of the market has meant that lenders are increasingly unwilling to publish information on their deals in the usual channels (e.g. Debtwire, LCD).  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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  • 14 September 2015

    Valuing Early Stage and Start Up Companies and Sectors

    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 sectors which may be at differing stages of development and growth profiles. Traditional valuation techniques assume a simple two or three stage growth profile and a terminal value or basic multiple based valuation tools. This course looks at some of the more difficult companies to value based on the underlying fundamentals of the sector in which the company operates.

    The course covers companies at the early growth and start up stage, which would cover sectors such as technology, biotechnology and any early funding stage business. The key challenges associated with such companies are discussed and the best valuation approach considered.

    As well as discussed some of the current issues with traditional cash flow and multiple based valuation approaches the course will cover more advanced valuation approaches. The course will also consider the role of risk assessment in the valuation process and how macro-economic analysis can affect the valuation approach taken.

    Examples are provided to illustrate each issue. 

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

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