Search Results

Your search found 134 results.
Displaying 1 - 10 matches.

  • 8 October 2015

    Derivatives and ISDA Documentation: Introduction to Legal Aspects

    Redcliffe Training Associates Ltd


    Course overview

    Derivatives have become a vital tool in risk management, asset management and structured financings. The global market is huge, and not only banks and financial institutions but also commercial companies are regular participants.

    Derivatives are legally and economically complex instruments. The recent financial crises and insolvencies of major players have caused shock waves, and there has already been much litigation. To protect all parties, transactions must be properly documented.

    Lawyers and documentation staff need to understand the products, the legal issues, and effective documentation techniques.

    The first part of this course gives an introduction to derivatives – what they are, how they work and why people use them. It also considers some of the things that have gone wrong and caused litigation.

    In the second part there will be a review of the key provisions of the standard OTC market documents produced by ISDA.

    View event details

  • 12 October 2015

    The Debt Finance 2015 Conference – The Latest Trends & Developments In The Debt Markets

    Redcliffe Training Associates Ltd


    This Debt Finance Conference will take place in London on 19th October 2015. A diverse range of technical topics will be presented by invited industry experts (Debt 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:

    View event details

  • 14 October 2015

    Introduction to the FCA Listing Disclosure & Transparency and Prospectus Rules

    Redcliffe Training Associates Ltd


    Course Overview:

    Participants will learn about the general principles which underpin the Prospectus Rules, Listing Rules and Disclosure and Transparency Rules and be taught about their practical application regarding obtaining listings and executing further transactions.

    They will gain a strong understanding of the role of the sponsor, the conditions and methods of listing, the listing procedures and the contents of prospectuses and all aspects of continuing obligations, including the disclosure of inside information.

    They will appreciate how the provisions of the EU Prospectus, Market Abuse and Transparency Directives have been brought into UK regulation and examine the different requirements of premium and standard listings compared to those of AIM.

    View event details

  • 14 October 2015

    The Real Estate Finance Loan and Security Documentation Training Course

    Redcliffe Training Associates Ltd


    Course Overview:

    The commercial property market has of course flourished over the last few decades and even after the recent credit crunch continues to be attractive to investors.  As in many markets, the availability of debt finance is key to enabling investors to maximise returns. Yet lenders need to be more careful than ever to ensure that all risks are properly covered, and well-drafted legal documents are vital.

    This course focuses on the loan and security documents for real estate finance.  It starts with an examination of the main property-related provisions of the Loan Market Association (LMA) model forms of property investment facility agreement and facility agreement for property development projects.  That will be followed by a review of key provisions of the security documents.  Finally it will explain the restrictions imposed to subordinate the equity funding and other intercreditor terms.

    View event details

  • 19 October 2015

    Advanced Negotiation & Structuring Issues in High Yield Bonds

    Redcliffe Training Associates Ltd


    Course Overview:

    Despite predictions to the contrary, the European High Yield Bond market has got off to a flying start with 1Q 15 reporting record issuance of €27bn for a first quarter, well above the €20bn issuance for loans. At the same time 1Q 15 reported the lowest yields for both single-B and BB credits seeing significant traction many I-Grade funds dipping down into these cross-over credits. The main catalyst behind these developments was the announcement of quantitative easing by the ECB which triggered record inflows into the high yield funds.

    The waves of money flooding the market continue to have a deleterious impact on credit terms and prompted a number of buy-side funds to write an open letter to the Association for Financial Markets in Europe (“AFME”) requesting them to “refresh and expand” their 2011 guidelines. Areas of particular concern are; disclosure, compliance with the Rule 144A offering process, portability, voting, ranking, security and call structures/redemption and covenant erosion.

    Incurrence covenants have been under continual attack for some time with the issuers moving from one area to another; specific areas of concern mentioned are the widening scope of carve-outs to the Indebtedness covenant to include the increased use of soft capped/dynamic baskets for “Permitted Debt” and the inclusion of “Contribution Debt”; the broadening of the definition of “permitted investments” and the scope of the other carve-outs to the Restricted Payments covenant and aggressive add-backs to the definition of EBITDA (which are uncapped) which track through into a number of covenants.

    Call protection has always been a line in the sand for investors as it protects their upside when the credit improves and also mitigates reinvestment risk. At the same time, search for yield continues to drive convergence between bonds and loans with the latter, increasingly, mimicking covenant structures seen in bonds.

    Unsurprisingly, bond issuance continues to see action at both ends of the spectrum with smaller deals (e.g. Wagamama’s £150m Notes) clearing the market whilst larger deals have returned notably Altice’s 5 part bond dual-currency offering ($5.5Bn equivalent) which was accompanied by an €840m cov-lite loan and a €330m super senior RCF.

    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. Professionals involved in larger loans will also benefit from the programme as an understanding of the structure of bond covenants is essential in understanding as many syndicated loans include high yield style bond covenants.

    During the programme, current market trends are illustrated with reference to extracts from Offering Memoranda and selected data from DebtXplained (the key provider of information to the European high yield community) providing 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

    View event details

  • 20 October 2015

    Negotiating Loan Documents in Private Equity & Corporate Leveraged Deals

    Redcliffe Training Associates Ltd


    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.

    View event details

  • 28 October 2015

    Advanced Takeover Code: Current Strategies & Tactics

    Redcliffe Training Associates Ltd


    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.

    View event details

  • 30 October 2015

    AML & KYC : The Crime Prevention Compliance Course

    Redcliffe Training Associates Ltd


    Course Overview:

    Financial Crime Compliance and Regulatory Compliance are probably at the top of nearly every Financial Institution’s risk review process and have become the key strategic imperatives for all board members. The reputational damage and not to mention the fines imposed for non-compliance are huge concerns.

    It is fair to say that banks are being micro-managed by regulators in this area and are being set exceptionally high standards for compliance.

    Financial institutions are required to focus increasingly on Financial Crime Prevention measures and must have robust systems in place to combat them.

    This includes detailed policies, clear lines of defence, robust CDD processes, a risk based approach, clear accountabilities and above all effective staff training and awareness throughout the organisation.

    None of this is difficult but it is costly, time consuming and involves putting in place procedures and systems to deter, detect and protect the institution from being used by criminals.

    This course has been designed to deliver best practice guidelines for any institution by drawing on cutting edge experience of what the world’s leading financial institutions are doing, have done and must still do.

    It covers the minimum requirements, the ideal requirements and considers the impact of imminent legislative and best practice changes.

    Who Should Attend?

    All staff with client facing responsibilities especially those where financial crime is a real and active risk. Risk and compliance professionals and members of the internal audit function. Senior managers and top management would also derive considerable benefit from attending.


    Workshop style with participation from delegates actively encouraged.

    View event details

  • 30 October 2015

    Financial Due Diligence for Successful M&A

    Redcliffe Training Associates Ltd


    Course Overview:

    Buy-side financial due diligence used to be all about analysing and controlling all items on the balance sheet. Today, the focus is more about looking at particular items that have an effect on valuation.

    But, according to buyers and financiers, financial due diligence investigators continue to tend to focus too much on verifying the target and its historical numbers at the expense of questioning the strategic fit and underlying logic of the deal through their findings. The problem is that, based on an initial belief that the deal has sufficient upside, buyers often overpay for the deal, especially in auctions, when winning the deal often overtakes rationality.

    Therefore, buyers and financiers expect more from their due diligence advisors than scratching the surface of projections. They want their advisors to:

    • Provide a view of the target’s underlying profit, and its future performance and resilience;
    • Create robust comparability;
    • Identify and understand the key drivers of the business and their dynamics, say what the numbers are and why they are what they are;
    • Be more concerned with finding and understanding anything that looks suspicious, rather than working on the numbers given by the target;
    • Identify big risks to avoid as well as opportunities for value creation; and
    • Serve as input for valuation and thus, in the end, impact the decision about the acquisition and terms offered.

    In this context, this one-day course is designed to provide an understanding of the nature and scope of a due diligence investigation to satisfy the expectations of today’s buyers and financiers. Practical advice is given on the due diligence process and its management, the techniques and procedures to follow, financial items to investigate, risk rating, report production, solutions to common problems faced and how to achieve due diligence successfully.


    This course is aimed at corporate finance advisors, transaction services advisors, financial officers, investment officers, accountants, lawyers and those wishing to gain an understanding of M&A financial due diligence.


    No previous due diligence experience is required, but a familiarity with financial statements is assumed.  Basic accounting and M&A knowledge is preferred.

    Approach and methodology

    • This programme is intended to be interactive.
    • Whilst there will be a strong formal presentational-style element, the learning points will be reinforced by exercises, reviews and case studies, allowing plenty of time for discussions and Q&As.
    • Examples and case studies will be provided in support of the learning points.
    • The documentation provided to the course participants will consist of presentations, supporting documentation for exercises, reviews and business cases and articles, as applicable.

    Case study

    The course participants will be provided with documents for an acquisition and asked to:

    • Identify deal issues and the resulting areas of focus for financial due diligence;
    • Identify the necessary skills and experience of the due diligence team members;
    • Outline a financial due diligence work programme;
    • Carry out a brief analysis of the target’s historical and forecast financials;
    • Provide views on the target’s financial drivers and, adjustments to its historical and financial forecasts;
    • Highlight financial risks using various testing techniques;
    • Determine the impacts of financial adjustments on the target’s value;
    • Recommend levels of guarantees and indemnities that the buyer could seek from the seller; and
    • Determine the key findings to report to the client.

    Participants will be required to bring a laptop/tablet with Excel 2010 loaded.

    View event details

  • 2 November 2015

    Asset Based Lending

    Redcliffe Training Associates Ltd


    Course Overview:

    The asset based lending (“ABL”) market has experienced record issuance in Europe over the last 12 months. The private equity market has been the prime mover as sponsors have discovered the multiple benefits ABL including, inter alia that is approximately half the cost of comparable revolving facilities; that it provides built-in growth to fund expansion; that it releases cash for the business and finally, that it has wide range of applications and is especially suited to restructuring scenarios where a business has experienced a collapse in profits but has hard assets which can accommodate higher leverage than would be comfortable with cash-flow based lending.

    ABL has been a well-established part of the financing environment in the U.S. for many years and saw volumes of $83 billion in 2013.  Despite this, until now ABL has struggled to gain the same level of acceptance in Europe for three reasons; first, a lack of familiarity, if not confusion, with the product; second, borrower’s reluctance to abandon their traditional bank-led facilities and last, the dated perception of the product, especially by SME and mid-cap corporate borrowers who tend to review their funding options less frequently than PE firms who manage large portfolios of businesses, are geared to M&A and are thus more active in the debt markets.

    The lack of understanding about ABL flows from two factors; first, the credit decision is based on the value of the assets (and the ability to retain value in distress) rather than on the future cash flows; second, ABL is often confused with other asset-related financing techniques especially asset-backed lending and asset finance. In contrast, ABL is form of secured lending where loans are advanced against specific assets. The main focus is on working capital (accounts receivable and inventory) although ABL also extends to other assets such as plant, machinery and equipment, real estate and, more rarely, intangibles whilst cash flow loans may be available to “top-up” the facilities.

    In the U.S. market ABL is frequently used along-side other forms of financing (term loans, high yield bonds, unitranche and asset-backed lending) and this is partly true of Europe, however, thus far inter-creditor have inhibited these structures from evolving in Europe to the same extent. The low cost of ABL compared to other comparable forms of secured lending coupled with the increased regulatory pressures on bank lenders to increase the cost and decrease the tenor of RCFs has intensified borrowers desire to use ABL and we consider the merits and practical issues this creates during the programme.

    This asset based lending course provides practitioners with a practical toolkit to understanding ABL from the perspective of borrow, advisor, supporting professional and lender.  It covers the key assets to which ABL is applied and the typical terms and conditions applied to each class. It also identifies the pros and cons in each asset class such; for example retention of title in the case of inventory and ineligible items in the case of accounts receivable. 

    The programme will include a number of hands-on cases illustrating ABL in practice which will provide a practical angle to the topic and reinforce the learning experience.


    Asset Based Lending Training Course Content:



    • Two approaches to the credit decision
      • Cash-flow based lending
      • Asset based lending
    • Asset based lending defined and compared with other asset-related finance techniques
      • Asset-backed lending
      • Asset Finance compared
    • Comparison of funding options
      • TLB vs. HYB vs. Cash flow vs. RCF
    • Which types of business are suitable for ABL
    • Which types of firms are not suitable for ABL
    • Two key concepts in ABL
      • The “borrowing base”
      • “Headroom”
    • Use and application of ABL
      • M&A
      • Restructuring
      • General corporate purposes
      • Refis and Recaps
    • Using ABL in tandem with other funding sources

    Financing accounts receivable (“AR”)

    • The basic approach
    • Loan vs. debt purchase structure
      • Confidential Invoice discounting
      • Disclosed Invoice discounting
      • Full service Factoring
    • Key differences between discounting and factoring
    • The key benefits of ABL
    • Critical legal issues for lenders
    • Key accounting issues – off-balance sheet or not requirements
      • Recourse vs. Non-recourse
      • Credit insurance – key issues and tips
    • Which invoices are ineligible
      • Topical issues – exports, concentration limits
    • Calculating the advance

    Case: Calculate the effective Advance rate on AR

    Inventory financing

    • What types of inventory qualify
      • Finished goods
      • WIP
      • Raw materials / Commodities
      • Typical list of ineligible stock
    • Calculating the Advance
      • Gross Orderly Liquidation Value
      • Net Orderly Liquidation Value
      • Reserves
    • Typical reserves
      • Prescribed part
      • Employees
      • Preferential creditors
      • Landlord’s “distraint”
    • Retention of title issues – “simple” vs. “all monies”
    • Key risks for the lender
    • Specific issues with “branded” products

    Case: Calculate the effective Advance rate on Inventory

    Plant, Machinery & Equipment

    • What types of PME qualify
    • Key concerns for the lenders
      • Ability to sell & relocation
    • Advance rates
    • Pros and cons of other forms of funding (leasing, vendor finance)
    • Key terms of the facility
      • Margins, amortisation & tenors
    • Funding PME on a revolving (inventory) basis
    • Legal issues – Taking adequate security
      • Plating (why it isn’t always an option)

    Real Estate

    • What types of property qualifies
    • Advance rates
    • Valuation issues
    • Key terms of the facility
      • Margins, amortisation & tenors
    • Pros & cons of using ABL vs. specialist lenders
    • Legal issues – taking adequate security

    Other assets

    • Intangible Assets
      • Rationale for leveraging intangibles (unlocking hidden value)
      • What types of intangibles qualify
    • Cash flow (top-up) loans
      • When will ABL advance cash-flow based loans
      • Typical terms

    Case: Create a funding structure using ABL

    Documentation: Key headings in the term sheet

    • Review of main headings
    • Reporting requirements
    • Operational covenants
    • Financial covenants – why and when
    • Positive & Negative covenants
    • Reps and Warranties – typical
    • Events of Default
    • Typical CPs
    • Fees and charges (one size does not fit all)
    • The lender’s approach to margin, fees and charges
    • Exit / termination fees
      • “Typical” fees – review various options
      • Typical triggers
      • Issues for Borrower’s to consider (potential pitfalls)

    Inter-creditor issues (when used with other funding sources)

    • Independent enforcement
    • Standstills on enforcement
    • Consents & waivers
    • Option to purchase
    • Security / Waterfall

    View event details

View results 10 per page | 25 per page | 50 per page


New Search

date picker
date picker