MasterClass^TM

Last Quarter's Attendees Included:

Behrman Capital LP

CapitalSource Finance

Cerberus Capital

Charlesbank Capital

CIBC World Markets

D. B. Zwirn & Co. LP

Fortress Investment Group

Freeman Spogli & Co.

GMAC Commercial

Goldman Sachs Group

Harris Williams & Co.

Jordan Co. LP/Resolute

LaSalle Business Credit

Morgan Keegan & Co.

NY Life Capital Partners

Nixon Peabody LLP

ORIX USA Corp.

SG Corporate & Investment Banking

Standard & Poor's Corp.

N.Y.S. Mortgage Agency

Wachovia Capital Finance

Winston & Strawn LLP

Partner

Media Partners

Featuring 16 Leading Experts

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

FULL DAY MASTERCLASS
Thursday, March 16, 2006
8 am - 5 pm
Scandinavia House (Park Ave /E. 38 St.)
New York City

PRE-CONFERENCE WORKSHOP (OPTIONAL)
Negotiating Intercreditor Issues

Wednesday, March 15, 2006
2 pm - 5 pm
Scandinavia House
New York City

Earn CLE Credits

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

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

Over the past several months, the second-lien market has been transformed.

In a word, it has become institutionalized. Many of the adverse events people had feared, e.g., rising default rates, and destabilizing conflict between first and second-lien lenders, failed to materialize. While skeptics still say they’re waiting for the other shoe to drop, most players now agree that the second-lien market looks more and more like a permanent institution.

Take for example the hedge funds. Once brash new entrants into the lending market, now they are leading the way to institutionalization. As their returns from public market strategies have sunk, and as long-term debt rates have stayed low, their second-lien portfolios have become more and more appealing. Many hedge funds are even investing in the institutional infrastructure, workout, and turnaround capabilities that go along with being high-risk lenders.

As a result, many private-equity sponsors -- who once viewed the second-lien market as a short-term window to use to pay a dividend or take a quick profit -- now are planning on the market being a permanent part of the financial landscape, and assuming they can access it for valuation, exit, or growth.

In addition, middle-market mezzanine players now are competing to develop structures that combine the flexibility of traditional mezzanine with the low cost of second-lien loans.

So in short, a year or two ago, all you needed to know was “Second-lien 101,” plus some of the legal wrinkles in intercreditor agreements.  Now you need to keep up with the changing landscape of second-lien loans, and truly understand how to use the market to create value for you or your clients.

For this special full-day MasterClass, Adam Blumenthal, a founder of mezzanine giant American Capital Strategies and a noted pioneer in second-lien structures, as well as most recently first deputy comptroller of the City of New York, has recruited a team of 16 speakers representing all aspects of the current second-lien universe. 

“In this MasterClass we’ll still cover the basics of second-lien lending,” says Blumenthal, “but also we’ll build your understanding about what’s new, what’s changed, and what directions the pros expect the field is going to grow in.”

By attending this special MasterClass, you will learn exactly what the different types of second-lien loans are all about, why the varieties are increasingly popular, 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 how they've wrestled with problems you may be about to face.

Attend This MasterClass and You'll Learn --

• Who the most important new players are, what their objectives are, and how you can benefit and protect yourself by knowing the subtle but important differences between key players
• How to manage the relationship between pricing and terms
• How to assess a potential second-lien lender – is it all in the pricing, or does the organization matter too?
• The role of second-lien loans in acquisition, recaps, special dividends, growth, and exit planning
• What market structures are emerging
• How have second-lien lenders handled distress or bankruptcy?  Have intercreditor agreements held up as expected?
• How to manage complex negotiations between companies, senior lenders, and equity sponsors over second-lien debt
• General perspective on the second-lien marketplace, its evolution, and supply and demand factors influencing the recent surge in volume
• 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?
• The second-lien market was, in part, a function of a prolonged downturn and lack of available credit.  What would happen to existing second-lien lenders in a downturn?  What would they do with their portfolios?  What would they do with regard to additional credit availability?
  

PRE-CONFERENCE WORKSHOP (optional):
NEGOTIATING INTERCREDITOR AGREEMENTS

Dealmakers say that legal intercreditor issues are the most challenging aspect of successfully consummating a financing that includes 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 pre-conference workshop and 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 cashflow lender and the other takes an asset-based approach?
• and much much more

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Faculty

Chaired By

• Adam M. Blumenthal, Managing Partner, Partnership Equity

Hosted By

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

Speakers

• Christopher K. Aidun, Partner, Weil Gotshal & Manges LLP
• E. Garrett Bewkes III, Managing Principal, Garmark Advisors LLC
• Richard M. Bochicchio, Managing Director, Back Bay Capital Funding LLC
• John J. Brignola, Partner, LBC Credit Partners Inc.
• John Capperella, Senior Vice President , GE Commerical Finance
• Robert Collins, Laminar Direct Capital LLC
• Jason D. Drattell, Managing Partner, Praesidian Capital LLC
• Timothy J. Fazio, Managing Partner, Atlas Holdings LLC
• Timothy D. Fording, Vice President, Cerberus Capital Management LP
• William J. Gumina, Partner, Apax Partners LP
• Joel A. Holsinger, Managing Director, Navigant Capital Advisors LLC
• C. Todd Kumble, Managing Partner, SPP Capital Partners LLC
• Michael G. Psaros, Managing Principal, KPS Special Situations Fund LP
• Kenneth H. Wendler, Head --Middle Market Lending, Citigroup Global Markets Inc.
• additional speakers to be announced

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Schedule

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Registration

• The registration fee is $1295 for the MasterClass and $495 for the Workshop -- or $1695 for both.
  

• At the door, if space is available, the fee is $1395 for the MasterClass and $495 for the Workshop -- or $1795 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 Wednesday, March 8 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. 102 or by email at ksafrey@capitalroundtable.com.

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Location

Scandinavia House
58 Park Avenue (between East 37 & 38 Street)
New York City
Phone number: 212/879-9779

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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

New York and all 50min/credit states will receive 7.50 credits for the MasterClass (professional practice) and 3.5 for the workshop.  

CA and all 60 min/credit states will receive 6.5 credits for the MasterClass and 3.0 for the workshop.

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Sponsorship

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 ksafrey@capitalroundtable.com.

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