MasterClass^TM

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Last Year's

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Fourth Annual MasterClass™ --
MEZZANINE FINANCE
ON THE REBOUND??

What That Means for Middle-Market Deal Sponsors
Who Use Second-Lien Loans, Sub-Debt, & Preferred Stock

Featuring 20 Expert Speakers

Attendance for This Program is Limited--
Register Now

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

FULL-DAY MASTERCLASS
Wednesday, September 20, 2006
8:00 am – 5:30 pm
New York City

HALF-DAY PRE-MASTERCLASS WORKSHOPS (Optional)
 A: Intercreditor Agreements & Bankruptcy Issues--Creating the Best Structures
B: Second-Lien Lending & Borrowing--Best Practices

                                                       Tuesday, September 19, 2006

                                                                2:00 pm – 5:00 pm

New York City

Earn CLE Credits

Designed to Meet the Needs of GPs & LPs of Buyout, Venture Capital,

& Hedge Funds, As Well As Executives of Their Portfolio Companies, 

& the Bankers, Lenders, Lawyers, & Other Advisors Who Support Them

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

Here's the big big news in the junior capital market -- more and more deal sponsors say they're thinking about returning to traditional sources of mezzanine ... and as a result, observers say second-lien lending may be losing traction.

In this fourth annual edition of our MasterClass on mezzanine finance, you will hear the reasons for these trends, and learn how you can benefit. Here are three of the key themes you will learn about at this year’s program –

• Rising interest rates are having a huge impact on the junior-capital market, so the pricing advantage previously enjoyed by floating-rate second-lien loans has almost completely disappeared. As a result, many deal sponsors are viewing fixed-rate mezzanine as more stable and less risky.
• Increasingly senior lenders are dictating the type of junior-capital that sponsors should use (i.e., mezzanine, not second lien). Some asset-based lenders are still tolerating second-lien loans in deals, but cash-flow lenders for the most part are insisting on mezzanine.
• The trend in the super-heated senior loan market toward light covenants and other competitive techniques is also affecting mezzanine and second-lien structures.
  

At this special MasterClass, you'll hear from a faculty of 20 experts who work in the trenches of the junior capital marketplace about the deals they’re doing, the trends they’re seeing, and the advice they’re giving.

This MasterClass is being led by two noted mezzanine specialists –

• Ron Kahn, a managing director at Chicago-based Lincoln International, a prominent middle-market investment banking firm, and the acknowledged thought leader in the mezzanine finance industry.
• Clem Wood, a partner in the New York City office of Edwards Angell Palmer & Dodge LLP, and one of the country’s leading authorities on subordinated debt, preferred stock, and second-lien loans.
  

The program is being produced by The Capital Roundtable, the country's major educational information organization focused exclusively on the private-equity community, venture-capital, and hedge-fund communities.

When you leave this MasterClass, you’ll know what the experts think about these issues:

• Developments in second-lien intercreditor and other terms – what effect are these having on mezzanine financings?
• How are mezzanine lenders responding to competition from hedge funds, CLOs, BDCs ... and one-stop shops?
• Must a mezzanine fund be leveraged to succeed?
• Developments in the fundless sponsor market.
• Are warrants really gone?
• Equity sponsors’ views on mezzanine versus second lien, and on traditional mezzanine funds versus new entrants.
• Equity sponsors’ views on one-stop financings.
• Senior/first lien lenders’ views on mezzanine versus second lien, and on traditional mezzanine funds versus the new entrants.
• Does a second lien always improve a mezzanine lender’s position in bankruptcy?
• Where is the senior market headed? It seems loose now, but will it tighten up anytime soon?
• What’s the story with dividend recaps– i.e. , private–equity firms over-equitizing deals, then quickly levering up the companies and taking back a large dividend?
• Overall M&A market dynamics – purchase multiples, % of equity in deals, etc.
• What impact is increasing hedge fund investment in the private equity and debt markets having?
• Are equity funds increasingly providing both the equity and mezz in deals since IRR expectations are down to the mid 20's, i.e., does investing in both the equity and the mezz allow them to deploy more capital and still meet IRR objectives?
• What is the fund raising environment like (mezzanine, equity, second lien, hedge funds, etc.)?
• And much, much more...

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Faculty

Co-Chaired By

• Ronald A. Kahn, Managing Director, Lincoln International LLC
• Clement B. Wood, Partner, Edwards Angell Palmer & Dodge LLP

Hosted By

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

Speakers Include

• Thomas Aronson, S.V.P. & Principal, Monroe Capital LLC
• Cindy J. Babitt, Principal, Key Principal Partners LLC
• Stuart M. Brown, Partner, Edwards Angell Palmer & Dodge LLP (workshop only)
• William E. Chipman,Counsel, Edwards Angell Palmer & Dodge LLP (workshop only)
• William G. Harlan, Partner, Prism Mezzanine Fund LP
• Steven D. Hobman, General Partner, NewSpring Capital
• William N. Holm, Senior Vice President, Hartford Investment Management Co.
• Thomas W. Janes, Managing Director, Lincolnshire Management, Inc.
• Michael B. Kaplan, Vice President, Littlejohn & Co. LLC (workshop only)
• Jonathan J. Ledecky, Chairman, Ironbound Partners Fund LLC
• Richard R. Leonard, Principal, Bruckmann Rosser Sherrill & Co. LLC
• Michael D. McHugh, Managing Principal, GMB Mezzanine Capital LP (workshop & masterclass)
• Michael L. Pizette, Managing Director, Crystal Capital Fund (workshop & masterclass)
• Charles F. Riceman, Principal, Golub Capital
• David L. Ruediger, Partner, Edwards Angell Palmer & Dodge LLP
• Joel T. Schwartz, Managing Director, Angelo Gordon & Co. LP
• Stefan L. Shaffer, Managing Partner, SPP Capital Partners LLC
• Shail B. Sheth, Managing Partner, Buckingham Capital Partners
• Thomas R. Sommerfield, Managing Director, CIT Group Inc.
• Brian R. St. James, Chief Counsel, CIT Group Inc.(workshop only)
• Robert J. Voreyer, Managing Director, Banc of America Securities LLC (workshop only)
• Robert Weiss, Executive Vice President, Sankaty Advisors LLC

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Schedule

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Registration

• The registration fee is $1395 for the MasterClass and $495 for the Workshop -- or $1795 for both.
  

• At the door, if space is available, the fee is $1495 for the MasterClass and $495 for the Workshop -- or $1895 for both.
  

• Special group rates -- The Capital Roundtable offers a special rate for 3 or more people from your firm.  For more info, please contact Amber Mahood at amahood@capitalroundtable.com or 212/832-7333 ext 103.
  

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, September 13 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 Amber Mahood at 212/832-7333 ext. 103 or by email at amahood@capitalroundtable.com.

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Location

College Hall
One West 54th Street, Main Floor (At the corner of Fifth Avenue)
New York City

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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 State credits are 8.0 credit hours professional practice for the MasterClass and 3.5 credit hours for each workshop; for the 60 minutes/credit states (ex. CA, PA, TX etc) 6.75 hours for the MasterClass and 3.0 for each 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 Amber Mahood at 212/832-7333 ext. 103 or by email at amahood@capitalroundtable.com.

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