Dates                                                                          

5 March 2010
10 June 2010
1 October 2010
21 February 2011
20 June 2011
24 October 2011

Course Overview

The years prior to the credit crunch witnessed rising leverage, the evolution of complex-laminated structures and the erosion of lender protection in loan documentation. At the same time a raft of new payers entered the primary markets creating diffuse syndicates with multiple players. This complexity was enhanced by the parallel development of the secondary market which fuelled the diversity within the lender base and amplified the differing agendas by the various players.

The recession which followed the credit crunch brought these issues into sharp relief as many companies experienced default. Investors across the capital spectrum were faced with a range of issues, some novel, on an unprecedented scale; D4E swaps, debt buybacks, the advent of (aggressive) loan-to-own investors, valuation issues in distress, forum shopping and the implementation of schemes of arrangement. Some of these issues have been addressed although often the outcome has raised as many questions as answers (e.g. IMO Carwash).

Unleveraged corporates have also experienced widespread problems although the issues here are usually more opaque and it is usually more difficult to achieve a structured solution given the fragmentation of ownership, greater red tape and lack conflict between owners and managers.

This program explores the practical issues, options and tactics which will face parties in leveraged and unleveraged deals and, drawing on the trainer’s experience, offers a practical template on how to respond to the issues they are likely to face.

The programme is aimed at lenders, sponsors, lawyers, accountants and other advisers involved in this sector, management and other professions (investment advisers) operating in the European environment who require a greater insight into the key issues which arise in general debt restructurings.

Course Content

Background
Evolution of LBO debt
Higher risk – the case for and against
Timing – credit or economic crunch
Players in the Capital structure – different roles & angles

Triggers
Defaults vs Events of Default
Insolvency & Wrongful trading (Cheyne case)

Directors’ Duties & Insolvency
Types of Directors
Directors’ duties (2006 Act) – impact on risk
Tests for Insolvency
Mitigating risk for Directors, Lender’s Advisors

Issues with Syndicated debt
Role of the Agent Bank (especially Security Trustee)
Syndicate composition – who is in /out (sub-participations)
Transfer rights and restrictions
Waivers & Restrictions (Majorities & Super majorities)
Events of Default & Sponsor flexibility

Restructuring Route Map
Valuation (where is the fulcrum capital)
Review of the Loan docs (Senior, Mezz and Inter-creditor)
Inter-creditor – Theory vs Reality (
IMO Carwash Case – issues and impact

Restructuring Options and Issues
Covenant waivers / resets
Debt buyback – methods & practical issues
Hamburger strategy (buy either side of your debt to protect interests and give information)
M&A, Demergers
New money (internal & external)
Pre-packaged sales as a tool for reconstruction in LBOs

Methods of Implementation Restructuring
Formal methods (CVA, Scheme of Arrangement, Receivership)
Administration and Prepacks
Consensual methods (exercising pledge & taking security)
Sale and other methods of transfer to NewCo
Other issues

Hot Legal / Regulatory issues
Jurisdiction & Impact of COMI
Pensions Regulator & Moral Hazard

IN ADDITION TO THE PUBLIC DATES ABOVE, THIS COURSE CAN ALSO BE TAILORED TO YOUR REQUIREMENTS AND DELIVERED IN-HOUSE FOR YOU.

PLEASE CIRCULATE THIS PDF AMONG YOUR COLLEAGUES!

IF YOU HAVE ANY QUESTIONS ABOUT THIS SEMINAR PLEASE WRITE TO US AT post@redcliffetraining.co.uk

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