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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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  • 7 September 2015

    Restructuring Bonds

    Redcliffe Training Associates Ltd

    London

    Restructuring Bonds Course Overview:

    Although high yield bonds have been part of the funding landscape in Europe for the last 10 years, the global crisis and resulting contraction in traditional bank lending has catalysed the market which has seen a dramatic rise in high yield bond issueance. Initially high yield bonds were used as a junior, mezzanine alternative, however from around 2004 high yield bonds came to be used as both as junior and senior secured bonds, notably in TIM Hellas, Damovo and later NXP all of which were later restructured.

    Since 2007 high yield bonds have increasingly been used across the capital structure, from senior secured through to PIK. Historically, high yield bonds were available only to larger companies as the liquidity meant investors were unwilling to support issues below c €250- 300 million. This changed in 2013 which saw the capital markets open to mid-market firms with a number of issues in the €200m range and one, Soho House, as small as £115m a trend which has continued in 2014 and 2015 (q.v Wagamam’s £150m issue)

    For European investors, restructuring bonds will prove something of a shock as they need to navigate not only domestic but frequently US Securities legislation. Additionally whilst some bonds have been restructured using more familiar European methods (e.g. Schemes of Arrangement in Wind Hellas and the proposed Towerbrook deal) many of the techniques and tools used to restructure bonds differ materially adopt a radically different approach (NXPs exchange offer being a good example) the approach taken in Europe.

     This restructuring bonds training course is aimed at those involved in professionals investing or involved in the issuance and/or restructuring of deals which include bonds and covers topics from the perspective of both bondholders and other players in the capital structure (typically providers of senior debt e.g. RCFs).

    It considers the key aspects, methods and techniques of restructuring both senior bonds (NXP) and junior bonds (Truvo, Wind). The topics are illuminated with reference to a range of issues which were considered recent high profile bond restructurings, specifically, Truvo, Ideal Standard’s and NXP’s Exchange offer and Wind Hellas CoMi shift and Scheme

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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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  • 14 September 2015 - 17 September 2015

    Valuation Masterclass – Valuing Difficult Businesses

    Redcliffe Training Associates Ltd

    London

    Valuation Masterclass – Valuing Difficult Businesses Course Overview:

    Traditional valuation approaches for non-financial businesses focus on the use of multiples or cash flow based analysis. What these techniques assume is a stability and a risk profile that is not found in the more difficult types of business to value. This leads to errors in valuation that traditional valuation tools struggle correct, indeed errors that analysts are sometimes unaware of. Assumptions about risk and profitability need to be adapted when dealing with these types of business and this advanced valuation and modelling course looks at the valuation approaches to be taken to enable participants to value companies and sectors which cannot be valued using traditional valuation techniques.

    The first area covered where analysts struggle to value business correctly is at the early growth and start up stage (the Facebook stage), which would cover sectors such as technology, biotechnology and any early funding stage business. Traditional valuation tools struggle to estimate profitability (what size will the eventual market be?) and risk (will the company survive and how does risk change if it does?) The key challenges associated with such companies are discussed, the problems with traditional valuation approaches and the best valuation approach considered. The second area is more mature but rapidly growing companies which, depending on the geographic location, may cover technology, media, telecoms and pharmaceutical sectors. Here risk is again a problem area, but the rate and timing of the peak in growth becomes a key issue (the Apple stage).

    Thirdly cyclical and commodity companies are analysed to identify the issues with sectors such as resources, energy and chemicals companies, where analysts seem to become more focused on the ability to forecast the economic than the company and specific approaches to long run commodity prices are analysed ($40 or $100 oil). Finally in the graveyard stage declining companies are considered where traditional valuation approaches become less relevant and a “wind down” approach may be applicable. Here traditional tools again fail to value risk, but where significant money can be made if a company survives. The course covers the best techniques to assess risk in these types of businesses and how option techniques can be applied to valuation.

    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 such as decisions trees, simulations, scenario analysis and real option valuation. As such the course provides an “analytic toolkit” for anyone looking to value almost any type of non-financial company across a range of sectors and lifecycle stages.

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  • 15 September 2015

    Valuing Rapid Growth 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 rapidly growing phase of development which, depending on the geographic location, may cover media, telecoms and pharmaceutical sectors. 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 such as decisions trees, simulations, scenario analysis and real option valuation. 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.

    View event details

  • 16 September 2015

    Valuing Cyclical 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 cyclical and commodity companies, identifying the issues with sectors such as resources, energy and chemicals companies. 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.

    View event details

  • 17 September 2015

    Valuing Declining 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 declining stage where traditional valuation approaches become less relevant and a “wind down” approach may be applicable. 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 such as decisions trees, simulations, scenario analysis and real option valuation. 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.

    View event details

  • 21 September 2015

    Advanced Negotiation Issues in Financial Covenants

    Redcliffe Training Associates Ltd

    London

    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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