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  • 4 December 2014

    Advanced Takeover Code: Current Strategies & Tactics

    Redcliffe Training Associates Ltd

    London

    Course Overview:

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

    The update to the Takeover Code in September 2011 has changed the tactical advantage that possible bidders have had in takeovers and the course considers 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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  • 10 December 2014

    Enhanced Negotiating Strategies

    Management Forum

    Paris

    Whatever your profession or industry, negotiating is key.  At some point we all need to negotiate with partners, customers, suppliers, employees and regulators.  In today’s climate negotiating is tougher than ever, with each party needing more out of the deal. 

    This one day seminar will increase your negotiating skills by:

    • Providing a thorough overview of best practices for managing negotiations 
    • Delivering insight into key negotiating tenets
    • Outlining solid tactics to minimise concessions
    • Helping you to defend yourself against various negotiation tactics

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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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  • 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

    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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  • 21 January 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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  • 21 January 2015

    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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  • 22 January 2015

    Structuring & Documentation Issues in Project Finance

    Redcliffe Training Associates Ltd

    London

    Project financing is at heart a form of secured lending albeit one which offers a unique set of challenges to all stakeholders. The obvious risks are amplified by high levels of gearing and limited or non-recourse nature typical of project financing.

    A subtler, but often under-appreciated, risk arises from the multi-dimensional nature of the project finance which flows from the myriad of parties required to design, finance, approve, complete and operate the project. This aspect elevates the importance of the legal/contractual framework a factor acknowledged by S&P which has defined project finance as “a group of agreements and contracts between lenders, project sponsors, and other interested parties that creates a form of business organization that will issue a finite amount of debt on inception; will operate in a focused line of business; and will ask that lenders look only to a specific asset to generate cash flow as the sole source of principal and interest payments and collateral.”

    This programme is aimed at Lawyers and other professionals who are involved in project finance and infrastructure deals and who need to understand the core principles, key legal issues and techniques encountered in structuring robust project financings.

    The programme focuses on the major commercial and legal issues that arise in the key legal documents that weld the project together as well as other critical aspects that encompass most if not all these agreements; for example, choosing the most appropriate Legal Structure/Vehicle for the project; assessing the integrity of the legal environment of the deal (e.g. Host country and Governing Law).

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  • 27 January 2015

    Derivatives and ISDA Documentation: Introduction to Legal Aspects

    Redcliffe Training Associates Ltd

    London

    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.

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  • 27 January 2015 - 28 January 2015

    Financial Accounting and Reporting for UK Listed Insurance Groups

    Redcliffe Training Associates Ltd

    London

    This financial reporting and accounting course is intended to give preparers and users of the published financial reports of UK listed insurance entities a detailed insight into:

    • the current regime for insurance accounting under the supposedly ‘temporary’ IFRS4 published in 2004, with special emphasis on the practical problems arising from its lack of a comprehensive conceptual basis; and
    • the current state of play in the progress towards a comprehensive new standard, with special emphasis on its primary characteristics, the outstanding unresolved issues, and the interface with other existing and proposed standards (especially IFRS 9); and
    • the challenges that are likely to arise in the long period of transition to final adoption in about 2017

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