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  • 2 September 2014

    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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  • 4 September 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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  • 8 September 2014

    The Real Estate Finance Loan and Security Documentation Training Course

    Redcliffe Training Associates Ltd

    London

    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.


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  • 12 September 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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  • 15 September 2014

    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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  • 24 September 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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  • 25 September 2014

    Financial Promotions

    Redcliffe Training Associates Ltd

    London

    Course Overview:

    This interactive course provides participants with a thorough and effective
    introduction to the FCA’s Financial Promotions regime.

    The course provides participants with a comprehensive overview of the FCA
    approach and how it applies in practice. It considers new media, prominence,
    image advertising, as well as good and bad practice in relation to financial
    promotions, including exceptions to the rules. Finally it and points out some
    common pitfalls to be avoided.

    Learning is supplemented by FCA case studies and discussion of the FCA
    approach generally, both of which are designed to cement learning and explore
    some complex and subtle issues in a meaningful way.

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  • 29 September 2014

    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.

    View event details

  • 30 September 2014

    Buying a Company – A Practitioner’s Guide - Mastering the skill of making a successful acquisition

    Redcliffe Training Associates Ltd

    London

    Course Overview:

    Creating shareholder value through the pursuit of a successful M A strategy has been shown to be a far from risk-free activity. Buyers overpaying or using inappropriate financing methods can lead to destruction of value and in some cases financial distress.

    The course covers topics of risk and return, valuation, process, investigation and integration as a practical guide to identifying and negotiating acquisitions.

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  • 30 September 2014

    Influencing Skills

    Management Forum

    London

    Success in business, and outside often depends on our ability to influence others. This course teaches you the psychological principles that make people more receptive to you and your ideas.


    WHY YOU SHOULD ATTEND:

     

    • Understand the psychological principles that influence people’s decision making

    • Learn how to make a compelling case

    • Build stronger relationships

    • Open people’s minds to new ideas

    • Gain confidence in your ability to influence others in situations where you don’t have authority

    • Get people to come around to your way of thinking

    • Reduce tensions and conflict


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