Dates
 
6-9 October 2008
16-19 March 2009
5-8 October 2009                             
                        
  
 Course Overview

This is an intensive, hands-on practical, programme designed to provide participants with an in-depth view of the various relevant aspects of leveraged buy-outs.

It aims to enable participants to develop a detailed understanding of how to assess, implement and structure all types of buy-outs from both a legal and financial perspective.

The course is highly intensive and is suitable for practitioners who have some experience of LBOs involved in private equity, corporate finance and advisory services, lenders of senior, junior and other forms of finance and entrepreneurs considering buy outs.

Participants will work in small teams and will have the opportunity to run a model designed to give them practical insight into how to use the various types of financing instruments.

Numbers are limited to 24 per programme comprising 4 teams of 6.

Participants will use a simplified LBO model to stress test various financing structures and case studies will be used during the programme to reinforce and develop topics covered during the sessions.

Participants are required to bring a laptop which can run Excel to the course


 Course Content
 
 Introduction, Structuring issues and parameters
Introduction and programme review
Main drivers of LBOs - old value creation model
The new value creation model
Anatomy of an LBO
Structuring issues
Structuring parameters – how much debt / equity
Spectrum of financing instruments

 The Offer, the SPA & Working Capital
Valuation - typical PE approach to pricing
Structuring the offer: lockbox vs completion accounts
Critical issues in the SPA
Working capital & its relevance to the deal

 The Senior Loan facility – terms, pricing and trends
The Senior Facility – use and application
Pricing and Margin ratchets – current trends
Capex Facility – due diligence issues
Cash Sweeps – how much and when
Working Capital & RCFs – how much, typical pitfalls
Current trends and developments

 Other Financing instruments – terms, pricing, market capacity &
 current trends
First Lien Notes – rationale
Second Lien notes & loans
Mezzanine loans
High yield bonds - fixed and FRNs
PIK notes and loans
Asset-backed lending

 Other financing aspects and techniques
LBO financing structures – Asia, Australia & USA
Securitisation – overview
OpCo PropCo structures
Public-to-privates

 Infrastructure Assets
Overview of Infrastructure Assets
Typical financing structures
Key differences with private equity

 Equity financing - terms and pricing
Ordinary & preference shares
Loan notes and DDBs - coupons
Vendor notes – key issues
Ratchets – rationale, methods and pros & cons
Structuring the equity

 The Lender's perspective
Overview Loan Facility structure
Lender’s approach to debt capacity
Critical issues for lenders
Typical financial convents – use and application
Review of trends in financial ratios / covenants
The various scenarios (Base, MLO etc) - application
Intercreditor agreements – key terms and aspects

 The Sponsor's perspective
Typical PE (& Mezzanine) fund structure
Typical fund terms – fees, hurdle & carry
The Critical issues in assessing the deal
Exits options – pros and cons of each method
Strategies for enhancing value pre and post exit
Board structure and duties (creating a balanced team
Admin issues– overview reporting & valuation

 The Management’s perspective
Management’s multifaceted role and duties
Issues in Service agreement
Issues in the Investment Agreement
Warranties – caps and limits
Pre-emption rights
Good/bad leaver – when and how
Valuation of the stake pre-exit

 Pulling it all together
Programme summary & review