Course Overview

The importance and use of mezzanine finance has increased significantly in recent years and this seminar covers all of the major applications of mezzanine debt in buy-outs.

Particular emphasis is given to the structural aspects associated with the deploymewnt of mezzanine finance, including the potential use of warrants as equity kickers.

Mezzanine is also compared and contrasted with the different alternatives.

Course Content

 Background to Mezzanine
Introduction to mezzanine (subordinated debt)
Structure of the mezzanine market
State of the market (factors and trends)
Outlook for mezzanine

 Use and Application of Mezzanine
Private equity: LBOs, MBOs, P2Ps
Acqusition finance (trade buyers, JVs, LBUs)
Corporates (expansion, development capital, pre-IPO)
Reorganisations / reconstructions (successions, equity release)

 The Private Equity Firm's Perspective
Drivers in private equity
Key reasons to use mezzanine
Key issues

 Types of Mezzanine: Overview
Traditional mezzanine (with warrants)
Warrantless mezzanine
PIK preferred

 Traditional Mezzanine (with Warrants)
The basic product
When are warrants justified?
Benefits to issuers
 
 Warrantless Mezzanine
What is warrantless mezzanine?
Use and application
Warrantless vs traditional mezzanine

 Mezzanine vs Other Forms of Junior Debt
Mezzanine vs high yield
Mezzanine vs CDOs
Vendor loans

 Documentation (the Investor's Perspective)
Typical terms of the mezzanine facility
The intercreditor agreement

 Major Legal Issues
Subordination and ranking generally
Contractual vs structural subordination
Post insolvency
Red alerts