MasterClass^TM

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Partner

Last Year's

Attendees Included:

Media Partners

MasterClass™ on
SECOND-LIEN BORROWING
FOR PRIVATE-EQUITY INVESTORS --

• Why has mezzanine lending come back, and can you get a better deal from a mezzanine lender??
   
• How can you find the most attractive second-lien deals in 2007??
   
• What new twists are hedge funds offering to make their deals more competitive??
   
• How do you compare terms on second-lien deals??
   
• How are your competitors negotiating and structuring their deals??
  
  

Featuring 20 Expert Speakers

Attendance for This Program is Limited--
Register Now

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

FULL-DAY MASTERCLASS
Thursday, November 9, 2006
8:00 am - 5:30 pm

New York City

HALF-DAY PRE-MASTERCLASS WORKSHOP (Optional)
Negotiating Intercreditor Agreements

Wednesday, November 8, 2006

2:00 pm - 5:00 pm

New York City

CLE Credits Are Available

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 few months, the second-lien market has confronted the pangs and quandaries of middle age. 

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 competitive forms of junior debt,  and truly understand how to use the market to create value for you and your clients.

During 2004 and 2005, money flooded into second-lien paper as hedge funds and others chased yields.  They built huge origination organizations to supply this rapidly growing market.  But now, interest rates are higher, changing the relative benefits of uni-tranche financing, second-lien debt, and mezzanine finance.  Instead of a rapidly growing juggernaut laying waste to older forms of capital, the second-lien market now has to compete with products that may be superior in terms or pricing for some issuers.

By attending this special MasterClass, you will learn how the market has evolved, and how you can use that information to avoid the pitfalls that may befall those who are not up-to-date.

For this unique full-day MasterClass, Adam Blumenthal, a noted pioneer in second-lien structures, has recruited a team of 20 speakers representing all aspects of the current second-lien universe.   A founder of mezzanine giant American Capital Strategies and most recently first deputy comptroller of the City of New York,  Blumenthal is currently the managing partner of Blue Wolf Capital Management, a fast-growing middle-market buyout fund.

Here are many of the issues that Mr. Blumenthal and his team will be covering --

• How do cutting edge equity sponsors play off the different market sectors to optimize deal terms?  And how does the meaning of optimal terms vary with industry and deal size?
• Despite rising interest rates, default levels are at all-time lows.  Is this result of prudent structuring, or of a benign economy?   Rating agencies now project default levels to double over the next year.  Are they calling wolf again, or are they right this time?  And how should you approach this market to protect yourself in either case?
• Middle-market mezzanine lenders have competed to develop structures that combine the flexibility of traditional mezzanine with the low cost of second-lien loans.   And they have come roaring back.  Have the mezzanine funds just profited from a changing interest rate environment, or have they found ways to alter terms, conditions, and return expectations?
• What are the leading hedge funds thinking now?  Has the growth rate in this market slowed because they’ve turned their attention elsewhere, or are they trying harder than ever to gain their share of this market?   What product innovations are they coming up with to compete?
• Finally, while several key features of the legal theories underlying second-lien lending have been clarified, others remain subject to legal test and final decisions.
  

“Most of all in this MasterClass,” says Blumenthal, “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 at this point in the credit cycle
• How to play off the different form of financing to get the best deal for your situation.
• How to assess how mezzanine, second-lien, and unitranche financing will affect your returns differently in up and down markets.
• How to assess a potential second-lien lender – is it all in the pricing, or does the organization matter too?
• What can legal and financial advisors do to add value in this rapidly changing market?
• 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
• 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 second-lien lenders coping with the sudden resurgence of mezzanine.
• 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.   Now that the economy has been strong for years, banks and  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?

Negotiating Intercreditor Agreements Workshop (optional)--
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.

• 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 assset-based approach?
• And much, much more...  
  
  

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Faculty

Chaired By

• Adam M. Blumenthal, Managing Partner,  Blue Wolf Capital Management LLC

Hosted By

• Burt Alimansky, Managing Partner, Alimansky & Bethell Group, and Chairman, The Capital Roundtable

Speakers Include

• Thomas C. Aronson, S.V.P. & Principal, Monroe Capital LLC
• John S. Bowman, Managing Director, HighPoint Capital Management LLC
• John Capperella, American Capital Strategies Ltd.
• Timothy J. Fazio, Managing Partner, Atlas Holdings LLC
• James A. Feeley III, Partner, FriedbergMilstein LLC
• Timothy D. Fording, Vice President, Cerberus Capital Management LP
• Jeri J. Harman, Managing Director, Allied Capital Corp.
• Barry A. Kastner, Managing Director, Wachovia Capital Finance
• Scott H. Lang, Senior Managing Dir. & CEO, Brown Gibbons Lang & Co. LP
• T.J. Maloney, President, Lincolnshire Management Inc.
• Peter McLaughlin, Senior Business Development Officer, GoldenTree Asset Management LP
• R. Marshall Merriman Jr., Managing Director, BlackRock Kelso Capital Advisors LLC
• Steven Miller, Managing Director, Standard & Poor's Corp.
• Howard DeWitt Morgan, Senior Managing Director, Castle Harlan Inc.
• Michael L. Pizette, Managing Director, Crystal Capital Fund
• Kevin L. Reymond, Chief Financial Officer, Palladium Equity Partners LLC
• Andrew J. Torgove, Managing Director, Goldsmith Agio Helms & Co.
• Jeffrey M. Wolf, Shareholder, Greenberg Traurig LLP
• additional speakers to be announced...

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Schedule

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Registration

• The registration fee is $1495 for the MasterClass and $495 for the Workshop -- or $1895 for both.

• At the door, if space is available the fee is $1595 for the MasterClass and $495 for the Workshop -- or $1995 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 Thursday, November 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 Amber Mahood at 212/832-7333 ext. 103 or by email at amahood@capitalroundtable.com .

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Location

Midtown Manhattan location in an exclusive private club.

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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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Sponsorship

The Capital Roundtable offers excellent sponsorship opportunities to reach the middle-market Private-equity 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 .

CLE Credits

CLE credits are available for this program.

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