Capital Roundtable

Last Year's
Attendees Included:

American Capital Strategies Ltd.

Buchalter Nemer Fields & Younger PC

Caltius Capital Management LP

Capital Resource Partners Inc.

Carlyle Mezzanine Partners LP

CIT Healthcare Inc.

Cooley Godward LLP

Gores Technology Group LLC

Industrial Growth Partners LLC

Key Principal Partners LLC

Kirkland & Ellis LLP

Mazama Capital Management Inc.

Midwest Mezzanine Funds

Monroe Capital LLC

Navigator Group LLC

Pacific Gas & Electric Co.

Pillsbury Winthrop LLP

Prairie Capital LP

Robert W. Baird & Co. Inc.

Shansby Group

Sheppard Mullin Richter & Hampton LLP

Wells Fargo Business Credit Inc.

Wilson Sonsini Goodrich & Rosati PC

Windjammer Capital Investors LLC


Practising Law Institute

Media Partners

Thomson Financial

The Deal

VC Experts

Capital IQ

Third Annual West Coast MasterClass


Hear Latest Trends, Strategies, & Deals
In Mezzanine Finance & Second Lien Borrowing--
& Best Practices In Structuring These Transactions

Featuring 18 Leading Experts

Click Here to Register >>     Forward to a Colleague >>


Thursday, February 9, 2006
8 am – 5 pm
Conference Center
685 Market Street
San Francisco

Intercreditor Agreements – How to Create the Best Structures

Wednesday, February 8, 2006
2 pm – 5 pm
The Commonwealth Club of California
595 Market Street
San Francisco

Earn CLE Credits

Designed to Meet the Needs of Private Equity Investors, Lenders,
Investment Bankers, & the Lawyers & Other Professionals Who Advise Them

Faculty | Schedule | Registration | Location | Sponsorship | Audio Package | CLE Credit

With record levels of capital entering the middle market, the mezzanine and second lien borrowing markets have exhibited unprecedented changes over the past few months. The number of mezzanine providers continues to increase, while rates of return consistently decline.

At the same time, the number of second lien lenders has also proliferated, but with interest rates rising, their price advantage is narrowing.

Because of this dynamic landscape, you now need to keep up with how the changes can impact your business or the business of your clients.

For this special full-day MasterClass, Ron Kahn of Lincoln International and Clem Wood have recruited a team of 16 speakers representing all aspects of the current mezzanine finance and second lien lending universe.

Ron and Clem and the panelists will cover the basics of mezzanine finance and second lien borrowing but will also build your understanding about what’s new, what’s changed, and in what ways the pros expect the field to change.

By attending this special MasterClass, you will learn exactly what the different types of second lien loans are all about, the most current issues in mezzanine finance, what the new intercreditor issues are, why some less experienced fund managers may be getting in over their heads, and what predictions experts are making about where this market is going.

Most of all, you'll get a sense of how your colleagues are negotiating and structuring their deals and their intercreditor agreements, and how they've wrestled with problems you may be about to face.

Attend This MasterClass & You'll Learn:

  • Who the most important new players are, and how you can benefit and protect yourself by knowing the subtle but important differences between key players
  • The growing impact of one-stop lending
  • What market structures are emerging
  • How have second lien lenders handled defaults, distress or bankruptcy? Have intercreditor agreements held up as expected?
  • How to manage complex negotiations between companies, senior lenders, and equity sponsors
  • General perspective on the second lien marketplace, its evolution, and supply and demand factors influencing the recent surge in volume.
  • What is happening to equity returns, especially in comparison to the rest of the capital structure?
  • Why hedge funds, CDOs, and BDCs are involved … the impact they are having on the marketplace.
  • What are typical structures and terms? How do you negotiate the best terms for your particular situation?
  • What are the differences between mezzanine and second lien debt, and how are mezzanine funds coping with the squeeze?
  • What types of companies can most benefit from second lien loans?
  • What could happen to existing second lien lenders in a downturn?
  • How do pricing and terms compare with each debt layer?
  • And much, much more…

Pre-Conference Workshop on Intercreditor Issues (optional):

Dealmakers say that legal intercreditor issues are the most challenging aspect of successfully consummating a financing that includes mezzanine or second lien debt. In this three-hour session, a team of legal experts will enumerate the various traps and pitfalls inherent in negotiating intercreditor issues, and give you the tools for avoiding them.

Attend This Workshop & You'll Learn:

  • What are the various forms of documentation, and how do you choose which one to use?
  • What exactly are the differences between the rights of senior lenders and junior lenders?
  • Under what circumstances can junior secured lenders ask for prepayments of their debt in advance of all repayment of the senior secured debt?
  • How best do you negotiate payment of deal expenses?
  • When should you plan to use "waterfall" provisions?
  • How can you help satisfy the needs of two second lien lenders, e.g., if one is a cash flow lender and the other takes an asset-based approach?
  • And much much more

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Co-Chaired By

  • Ronald A. Kahn , Managing Director, Lincoln International LLC
  • Clement B. Wood, Esq.

Hosted By

  • Burt Alimansky, Managing Director, Alimansky Capital Group Inc., and Chairman, The Capital Roundtable

Speakers Include

  • Robert C. Ammerman, Managing Partner, Capital Resource Partners
  • Gregory J. Chiate, Principal, Behrman Capital
  • Timothy P. Fay, Partner, Key Principal Partners LLC
  • James A. Feeley, Partner, FriedbergMilstein LLC
  • Matthew Grimes, Director, Tennenbaum Capital Partners LLC
  • Alan Grosshans, CIT Business Credit Inc.
  • John S. Schnabel, Partner, Falcon Investments LLC
  • Vasan Kesavan, Managing Director, D.B. Zwirn & Co. LP
  • Michael D. McHugh, Managing Principal, GMB Mezzanine Capital LP
  • Jeffrey A. Miehe, Principal, Industrial Growth Partners LLC
  • Howland D. Murphy, Partner, Brittany Capital Group Inc.
  • Ezra Perlman, Principal, Francisco Partners
  • John L. Pouschine, Managing Director, Pouschine Cook Capital Management LLC
  • Natasha Volyanskaya, Vice President, American Capital Strategies Ltd.
  • Yunhee Yoo, Vice President, Canyon Capital Partners Inc.
  • Ivan Zinn, HBK Investments LP

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01:30 - 02:00
02:00 - 05:00


07:30 - 08:30
08:30 - 08:45
08:45 - 09:30
09:30 - 10:15
10:15 - 10:45
10:45 - 12:00

12:00 - 01:00
01:00 - 02:15

02:15 - 03:30
03:30 - 03:45
03:45 - 05:00



Wednesday, February 8, 2006

Registration & Networking
Intercreditor Agreements Workshop

Thursday, February 9, 2006

Registration, Networking, Continental Breakfast
Welcoming Remarks & Audience Introductions
First Keynote Overview – High Level Trends & Forecasts
Second Keynote Overview – View from the Trenches
Coffee & Networking Break
First Panel – How Deal Sponsors & Borrowers Are Choosing Between Mezzanine & Second Lien Loans
Luncheon & Networking
Second Panel -- How Mezzanine Investors View the Way the Market is Changing
Third Panel – How Second Lien Lenders View the Market & New Opportunities
Coffee & Networking Break
Fourth Panel – Voices of Experience – Lessons the Deal Makers Have Learned, & War Stories About Second Lien & Mezzanine Finance Deals

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  • The registration fee is $1195 for the MasterClass and $495 for the Workshop -- or $1595 for both.
  • At the door, if space is available, the fee is $1295 for the MasterClass and $495 for the Workshop -- or $1695 for both.

Click Here to Register >>     Purchase Audio Package >>

You can pay by credit card (using the links above) or by check. Mail your check and business card to: New York Business Roundtable Inc., 12 East 44 Street, Penthouse, New York, NY 10017.

If the program is oversubscribed, we will notify you immediately and not charge your credit card. (If you need to cancel, please do so by Thursday, February 2 at 5:00pm, and we will credit you for a future meeting.)

From time to time, for reasons beyond Capital Roundtable's control, program schedules and speakers become subject to change. We make every effort to announce substantive changes by email to registrants at least 48 hours in advance.

Have a special question? Please contact Katie Safrey at 212/832-7333 ext. 103 or by email at

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Full-day MasterClass -- Thursday, Feb. 9
Practising Law Institute Conference Center
685 Market Street (between Third and Annie Streets)
Monadnock Building, San Francisco, CA
Phone number: 415/498-2821

Pre-Conference Workshop -- Wednesday, February 8

The Commonwealth Club of California
595 Market Street
San Francisco, CA

Phone number: 415/597-6700

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Audio Package

Can't attend but want to hear the program? You can buy the audio package along with the handouts. Purchase the audio package online now.

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CLE Credits

CLE credits are available for this program

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The Capital Roundtable offers excellent sponsorship opportunities to reach the middle-market M&A community. For more details, visit our Sponsorship Page or contact Katie Safrey at 212/832-7333 ext. 103 or by email at

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