This course on Structuring
Mezzanine and Equity Finance course covers the
design
of debt, mezzanine and equity financing techniques in order to solve
particular financing
or
investor
problems that cannot be solved by conventional methods. The course
offers hands-on practice in structuring equity-linked, hybrid
and mezzanine finance often used in connection with corporate
restructurings, acquisitions and
buyouts.
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The Course
The course will be
taught
around several major topics employing in-depth group work on case
studies,
financial analysis and
deal
documentation. The focus will be on identifying situations that call
for
nonstandard corporate finance solutions, and the design and pricing of
the
situation-specific financing instruments. Examples of such situations
include capital financing, private
equity
and leveraged buyouts, recapitalizations, stress-induced financial
restructuring, and arbitrage-driven hybrid debt funding.
Mezzanine finance
is subordinated, unsecured debt including including warrant loans, and
others offer
corporations and banks a means of financing during circumstances when
ordinary techniques fall short. Leveraged
financing uses mezzanine debt, often
employed in M&A, management
buyouts and other forms of ownership transition, as well as corporate
recapitalizations.
Equity-linked finance spans the
division
between subordinated debt and equity. Techniques include common stock, convertible
notes, preferred shares, index-linked securities and hybrid
capital notes. Companies seek the best of debt
and equity, while lenders
and investors often demand the security and priority of claims offered
by debt, while expecting some participation on the upside in exchange
for the risks they take. Structured
products refers to a range of investment instruments designed to
meet
investors' or issuers' special needs or constraints.
The course explains why and when corporations
and financial
institutions
should issue mezzanine and subordinated instruments, equity-linked and
hybrid securities, structured
notes, leveraged
finance or other forms of tailored finance. In three
information-packed days of instruction
and application, we offer an economic cost-benefit analysis of
the techniques, an insight into the corporate finance and pricing
principles, the risks and how they can be managed, methods of cash-flow
modeling, and a roadmap for
choosing
among the alternative forms of these techniques that are employed in
today's capital market.
Who
Will Benefit From This Course?
The
course is of relevance to both potential
originators
and investors in hybrid and mezzanine instruments: commercial and
investment
bankers; corporate finance officers; securities
analysts; investment professionals; corporate treasurers and
other
individuals whose professional future may be enhanced by an
understanding
of mezzanine finance and hybrid techniques. One goal
for participants is to develop a check list or rapid
overview of the key criteria in a mezzanine or equity financed deal, to
consider
when analyzing
a proposal, so as to grasp the main strengths and risks of each
structure after an initial analysis.
Materials
Participants
will be provided with a package of
materials
useful to the structuring and analysis of specially tailored junior
financing
techniques, including
pertinent articles, rating agency reports and sample documentation from
actual deals done in Europe, emerging markets and elsewhere. The
course will
include case studies of actual financings,
as
well as hands-on
exercises, and will give participants the opportunity to demonstrate
their
understanding of deals through presentations and discussions.
Key
Issues to be Explored
- What is mezzanine finance? How do subordinated,
quasi-equity financing
techniques such as pay-in-kind, warrant-linked and and
profit-participation loans work, and when does it make
sense to use them? How
are they priced?
- What is special about private equity, quasi-equity and
hybrid finance? Why and when should companies
consider the use of equity-linked debt, structured notes and
subordinated
mezzanine financing techniques?
- How and when can equity instruments and hybrid capital
provide cheaper
funding
for issuers? From an investor's point of view, how can the security be
dissected, and what drives its pricing?
- How do bank regulators and the rating agencies determine the
equity component of hybrids?
- What is the role of
equity and quasi-eqiuity finance in the credit crisis? How can these
instruments be used
in restructuring corporate balance sheets?
Pre-Course
Reading
Outline
of Course
Date
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Topics
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Materials
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Day
1 |
Equity
Instruments, Convertibles and Preferred Stock
- Overview of Equity, Debt, and
Mezzanine
Finance
- Equity, Hybrids and Mezzanine in the
Credit
Crunch
- Debt, Equity and the "Effective Cost
of Capital"
- When are Quasi-Equity
Securities and Mezzanine Notes Cost-Effective?
- Design of Convertibles, Warrants and
Other Debt-Equity Hybrids
- Warrant Bonds and Warrant Loans: Cost
Analysis
- When Should a Company Use
Equity-Linked
Financing Techniques?
- Cost of Capital and Quasi-Equity
Instruments
- Focus: Convertible Bonds
- Assessing a Company's Cost of
Convertible Bond Financing
- Focus: Preferred Stock
- Applications of Preferred Stock
Issuance
High
Yield Bonds and Hybrid Equity Capital
- High Yield Bonds as Equity-Like
Instruments
- Pricing and Risk of High Yield Debt
- Terms and Covenants in High Yield
Bonds
- Hybrid Bonds and Perpetuals -- Debt,
Equity or Both?
- Hybrids for Bank Capital Requirements
- Effect of Bank Capital Erosion on
Hybrid Instruments
- Hybrids in Corporate Acquisition
Finance
- Rating Agency Criteria for Equity
Component in Hybrid and Capital Notes
- Equity Content: The Hybrid Finance
Matrix
- Case Studies of Hybrid Bond Issuance
in Europe and North America
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Presentations
equity_and_mezz.pdf
hybrid-equity.pdf
Case
Studies
Gateway: WACC in India
Singapore
Land
Golden
Telecom
Songa Convertible
Sealed
Air Convertible
Piaggio
High Yield
U.S.
Bancorp Hybrid
TD Convertible Preferred
NEC TPS
Lottomatica
Spreadsheets
WACC_tutorial.xls
beta.xls
black-scholes.xls
dubrovnik_eyewear.xls
convertiblebond.xls
convertible_and_wacc.xls
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Day
2 |
Equity-Linked
and and Structured Products
- Design and Pricing of Equity-Linked
Structured Notes
- Bonds and Loans with Attached Warrants
- Credit-Linked Notes
- Callable Bonds, Options, Swaptions
and Other
Fixed-Income Derivatives Embedded in Structured Financing Techniques
- Callable and Puttable Bonds: Embedded
Swaptions
- Demonstration of Hands-On Use of
Pricing Models
- Estimating the Borrower's Call
Options and Prepayment Rights
- Structured
Products: Performance-Enhancement versus Income-Enhancement Instruments
- Pure-Play
Structured Products
Mezzanine Finance 1
- Structuring Mezzanine Finance
- Asset-Based Finance
- Senior Loans: The A-B-C Structure
- Second Lien Debt
- Pay-In-Kind (PIK) Notes
- European Holdco PIKs and Other
Developments
- Mezzanine Notes with Warrants
- Negotiating a Mezzanine Termsheet
- Seller Notes and Earn-Outs
- Acquisition Finance with
Leasing Participation: Le
Meridien
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Presentations
structured_equity_products.pdf
mezz1.pdf
Case Studies
Endesa
Equity Basket
Equity
Index Note
Reverse Convertibles
Oil-Linked
Notes
Thunderbird
CLN
Deep Ocean Callable
Bavaria
Bank Bond
Sealy
PIK
Jefferson
Smurfit
Woodstream
Mezz
Woodstream
Termsheet
The Cognis Refinancing
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Day
3 |
Mezzanine
Finance 2
- The Mezzanine Matrix
- Performance-Linked Participation
Debt: an Alternative Form of Mezzanine
- The Participation Financing
Spreadsheet
- What
are the Advantages and Disadvantages of an EBITDA-linked Interest Rate?
What are
the
exit possibilities?
- Setting Targets and Linking Payout to
Performance
- The Language of the Linkage
- Puts and Calls in Mezzanine
- What
are the Advantages and Disadvantages of a Contingent Payment Unit? What
are the
exit possibilities?
- Terms and Pricing of the Mezzanine in
No-liquidity Situations
- Discussion of Appropriate Linkage:
Turnover, Cash Flow or Profit?
- Exit Possibilities and Drag-Along
Rights
- Evaluating
a Funding Proposal with Revenue-Linked Mezzanine Debt
- Equity-Linked Bank Finance
in Emerging Markets
Mezzanine and Private Equity Finance
- Leveraged Finance in
M&A and LBO deals
- Leveraged Buyouts: Process and
Structure
- Example of Spreadsheet-Based Debt
Capacity Analysis
for Leveraged Finance
- Focus: Synthetic Ratings and Debt
Pricing
- How to Structure and Price the
Mezzanine for an
Acquisition or Buyout
- Post-Acquisition Leveraged Finance:
Refinancings and Recapitalizations
- Focus: Exit Strategies and Exit
Pricing
- Deleverage and Restructuring:
Debt-Equity Exchanges and Mezzanine
- Summary of Course
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Presentations
mezz2.pdf
leveraged_pe.pdf
Case Studies
Shanghai
Solutions
Suriname Hydropower
Banco
Nuevo
Nukem
Security Services
The LBO of
ISS
iss_financials.xls
Reykjavik
Fleet Leasing
Spreadsheets
suriname.xls
lbocapacity2.xls
lbo_exit.xls
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Additional Resources
Background
Reading
Introduction to Cost of
Capital
Convertibles
Convertible Preferred:
Sample Termsheet
Moodys
on Hybrids
Hybrids
- Empirical
Second Lien Loans
Second Lien:
Sample Termsheet
Mezzanine Finance 1
Mezzanine Finance 2
Introduction
to Leveraged Finance
Useful Links
finance.yahoo.com (company data)
damodaran.com
(industry ratios)
standardandpoors.com
(bond ratings)
bonds.yahoo.com (bond pricing)
bondsonline.com
(corporate bond spreads)
advfn.com
(corporate financial ratios)
optioneducation.net (option valuation)
numaweb.com
(convertible bond calculator)
On-Line
Convertible Model
Roberts
Stock
Volatility
Morningstar Stock
Volatility
Corporate
Finance and Debt
Capacity Tables
woodstream.xls
suriname solution.xls
iss_solution.xls
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The Instructor
Ian
Giddy has taught finance at NYU, Columbia, Wharton, Chicago and
in 45+ countries worldwide for the past three decades. He was Director
of
International
Fixed Income Research at Drexel Burnham Lambert from 1986 to 1989. The
author of more than fifty articles on international finance, he has
served
at the International Monetary Fund and the U.S. Treasury and has been a
consultant with numerous corporations and financial institutions in the
U.S. and abroad. As a banker and consultant he has been involved in the
growth of the structured and mezzanine markets in the USA, Europe and
several developing countries. He is the author
or co-author of The International Money Market, The Handbook
of International Finance, Cases in International Finance,
Global Financial Markets, Asset Securitization in Asia and The
Hudson
River Watertrail Guide. He and his wife are
the founders of Cloudbridge, a nature reserve in Costa Rica.
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