Structured Finance is the
design
of debt
or equity financing techniques in order to solve particular issuer or
investor
problems that cannot be solved by conventional methods.
The
Course
The
goal of this course is to understand how structured financing
techniques can work for bankers and corporate finance
professionals. The course will be taught
around
five 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
stress-induced financial restructuring, recapitalizations, private
equity
and leveraged buyouts, and arbitrage-driven hybrid notes
Asset
securitization,
one of the core techniques of structured finance,
constitutes a growing segment of the global capital markets. Despite
recent credit market disruptions, the ABS market has
enabled
companies
and banks to finance a wide range of assets and claims,
and
has attracted a variety of fixed-income investors. Not only
does
securitization transform illiquid assets into tradeable securities, but
it also manages to transform risk by means of the separation of
specific financial
assets from a company or financial institution with little loss of
revenue.
The assets, once separated from the originator or isolated, are
employed as backing
for high-quality securities designed to appeal to investors.
Equity-linked securities, including warrant bonds,
convertible
notes, preferred stock, index-linked securities and others now offer
corporations and banks a means of financing during
circumstances when
ordinary techniques fall short. There is no longer a clear division
between debt and equity. Companies seek the best of each, 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.
Leveraged
financing methods are often employed in M&A, management
buyouts and other forms of ownership transition. Recently many
companies are looking at using leveraged finance as a broader
tool,
including capital investment financing, share buybacks and special
dividend payouts. As a
catalyst for leveraged finance, companies sometimes employ so-called
mezzanine finance that
falls between senior debt and pure equity.
This intensive course explains why and when corporations
and financial
institutions
should issue equity-linked funding, asset-backed securities,
leveraged finance or other forms of structured finance. In four
information-packed days of instruction
and application, we offer an economic cost-benefit analysis of
the techniques, an insight into the legal, accounting, tax and
regulatory
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 global capital market.
One goal for participants is to develop a check list or
rapid
overview of the key criteria in a structured finance deal, to consider
when analyzing
a proposal, so as to grasp the main strengths and risks of each
structure after an initial rapid analysis.
Who
Should Attend?
The seminar is of relevance to both potential
originators
and investors in structured securities: corporate finance officers,
commercial and investment
bankers,
securities analysts; investment officers; corporate treasurers and
other
individuals whose professional future may be enhanced by an
understanding
of structured finance techniques.
Course Materials
Participants will be provided with a
package of
materials
useful to the structuring and analysis of specially tailored financing
techniques, including
pertinent articles, rating agency reports and sample documentation from
actual deals done in Europe and elsewhere. The workshop will
include case studies of actual financings in Asia, Europe and North
America,
as
well as hands-on
exercises, and will give participants the opportunity to demonstrate
their
understanding of deals through presentations and discussions.
Key
Issues
- What is structured finance? Why and when should companies
consider the use of structured financing techniques?
- What are the key legal and credit issues surrounding
asset-backed financing, and how can they be satisfied?
- How have developments in the CDO market affected the credit
markets?
- Synthetic ABS: how do they really work, and what are their
strengths
and shortcomings? How are credit derivatives used in conjunction with
synthetics?
- What role do "structured notes" play in a corporation's
funding strategy?
- How do equity-linked financing techniques such as
convertible bonds work, and when does it make sense to use them? How
are they priced?
- What are the various forms of subordinated and mezzanine
finance?
- What is leveraged
finance? How can it be use to facilitate a
management buyout or other forms of ownership transition? When should a
company undertake a leveraged recapitalization?
Outline
of Workshop
Date
|
Topics
|
Resources
|
Day 1 |
Structured Finance Techniques and
Asset-Backed Securities
- What is Structured Finance?
- Structured finance in a disrupted
credit market
- Survey of structured finance
techniques, and when it makes sense to use them
- Techniques of effective cost analysis
- Case
study: A Day in the Life. Delegates compare
the techniques and purpose of various structured bond issues.
- The ABS market and the securitization
process
- Case
study:
Finance Company Ltd. Delegates study an example of a typical ABS
structure and cash flows
- Legal, tax, accounting and bank
capital aspects of ABS
- Case
study:
Ford Motor Credit. Delegates dissect the pool quality, legal
structure and cash flow modelling of a fixed-pool auto loan
securitization.
- Cost-benefit evaluation
- Capital cost analysis for financial
institutions
- Credit enhancement and the rating
process
- Deal diagnosis: seller/originator
risk; servicer
performance
risk; swap counterparty risk; legal risks; sovereign risk. Originator,
servicer, counterparty and manager
analysis
- Techniques of credit enhancement:
credit risk
management; overcollateralization; senior-subordinated structures;
excess servicing
and liquidity accounts; financial guarantees
- Case study: Chase Credit Card
Securitization. How would you assess the credit risk in this
deal? What are the other risks? What protections do investors have?
- Rating agency
analysis: stress testing approach
- Credit statistics: understanding
default probabilities and recovery rates
- Pool analysis: ratings and historical
loss rates
- Assignment:
Rating CDOs. What determines the rating on a securitization of
leveraged loans?
|
Presentations
sf-techniques.pdf
sf-abs.pdf
sf-crunch.pdf
Case Studies
A Day in
the Life
Finance
Company Ltd.
Ford
Motor
Credit
Chase
Credit Card ABS
Rating
European CDOs
Articles
Introduction
to ABS
Spreadsheets
wacc.xls
costbenefit.xls
|
Day
2 |
Securitization
and Beyond
- Focus: CLOs and CDOs: Collateralized
loan and collateralized debt obligations
- Tiering the
liabilities of a CDO
- CDO pricing and cash flow
analysis
- Case
study: Atrium. What are the
assets in this CDO deal, and how are they funded?
- Credit enhancement analysis for cash
flow and market value CDOs
- Default probabilities and recovery
rates
- Group
work: Designing a CDO. Using
information in the case study and current market data, delegates are
set the task of designing an arbitrage CDO.
- Credit default swaps, total return
swaps, and credit options
- Credit-linked notes
- Synthetic structures and role of
credit derivatives
- Case
study: Artemis This
deal illustrates the role of credit
default swaps in synthetic asset-backed securities and credit-linked
notes
- Leveraged
synthetic CDOs and super-senior credit default swaps
- Case study: A
Synthetic CLO. Delegates
learn
the role of the super-senior unfunded tranche in a synthetic CDO.
- Using
CDS and CDO techniques to lay off the risk in of a portfolio of
loans.
- Counterparty
risk of funded versus unfunded risk transfer
- Group work: Orion
Synthetic CDO.
In this hands-on exercise, delegates assemble the elements of a
synthetic securitization with an unfunded super-senior tranche.
- Mortgage-backed
securities
- Prepayment
risk in residential MBS
- Managing
mortgage prepayment risk through multi-tranche RMBS
- True
sale versus synthetic residential MBS
- Case
study: Memphis Synthetic RMBS. This Dutch mortgage
securitisation offers delegates an opportunity to
discover some of the key advantages and weaknesses of synthetic MBS
- Commercial
mortgage-backed securities in SA
- Credit analysis of
commercial property securitisation
- Case study: Bear Stearns CMBS
|
Presentations
sf-cdo.pdf
sf-mbs.pdf
Case Studies
Atrium
Designing
a CDO
Artemis
Noname
Bank Synthetic CLO
Orion Synthetic CDO
Memphis Synthetic RMBS
Bear Stearns CMBS 2007
Articles
CDOs
Explained
Synthetic
CDOs
Fitch
CDO Criteria
Credit
Derivatives 101
Synthetic
ABS
Credit
Checklist
Fitch
CMBS Criteria
Spreadsheets
CDOexample.xls
|
Day
3 |
Structured
Notes and Hybrid
Financing
- Debt-
and equity-linked securities
- When
should a company issue quasi-equity or hybrid securities?
- Callable
bonds, options, swaptions
and other fixed-income derivatives embedded in structured financing
techniques
- Case
studies: Bavaria
Bank Bond and Endesa.
Insight into design and pricing of structured notes
- Design
of convertibles, warrants and
other
debt-equity
hybrids
- Case
study: Sealed
Air Convertible
- Capital-protected
index-linked notes -- and variants
- Case
study: JP Morgan Equity-Index Linked Note
- Unprotected
and protected equity bull and bear notes
- Case
study: DK Worst-Of ELNs. How is the bank able to offer
investors such a high interest rate on this investment instrument?
- Commodity linked products
- Warrant-linked loans
- Case
study: Dubrovnik Eyewear. What is the effective spread on this
loan?
- Hybrid
bonds as a financing instrument
- Case study: US Bancorp Hybrid. Is
this debt or equity?
- Sale and
leaseback finance
- Case
study: Grupo Taca Aircraft
Financing. Delegates work out the possible leasing structures
for this regional airline.
|
Presentations
sf-equitylinked.pdf
sf-hybrids.pdf
Case Studies
Bavaria
Bank Bond
Endesa
Sealed
Air Convertible
Equity
Index Note
DK
ELNs
U.S.
Bancorp Hybrid
Grupo
Taca
Leasing
Articles
Structured
Notes
Lyons
Warrant
Bonds
Spreadsheets
On-Line
Model
optioneducation.net
hoadley.net
dubrovnik_eyewear.xls
convertiblebond.xls
convertible_and_wacc.xls
leasevbuy.xls
|
Day
4 |
Leveraged
and Mezzanine Finance
- Leveraged
buyouts and leveraged finance
- Getting
the deal done: bridge finance
- Case
study: A Bridge Too Dear. How should the bridge loan be priced?
And the senior debt?
- Capital market refinancing: ISS bonds
example
- Implementing a management buyout:
senior, mezzanine
and equity finance
- Leveraged
finance as a temporary capital structure
- Spreadsheet-based Debt Capacity
Analysis
for leveraged finance
- Leveraged term lending: pricing and
terms
- Assets
versus cash flows as support for leverage
- Covenants and debt capacity
- Case
study: The Management Buyout of Nukem Security Services. We
trace the steps in
leveraged debt capacity analysis and paydown
- Developing leverage spreadsheets
- Case
study: Acquiring Plato Data. Delegates plan the financing of a
management-led leveraged acquisition in Lithuania.
- Mezzanine finance
- Checklist of senior and subordinated
financing techniques
- Senior
and second
lien financing
- Case study: Cognis. How
second-lien lending contributed to the leveraged refinancing of a
German chemicals
company.
- Negotiating
a second lien termsheet
- Pay-in-kind
(PIK) notes
- Case study: Sealy. When do the
investors get repaid? How much?
- Structural
subordination in PIKs
- Mezzanine notes with warrants
- Case
study: Woodstream. Who gets the warrants, and what are they
worth?
- Negotiating a mezzanine termsheet
- Performance-linked mezzanine notes
- Four forms of mezzanine for emerging
markets: performance-participation notes, subordinated debt with
warrants, convertible notes, and preferred stock
- Case
study: Maputo Fruit. What are the advantages and
disadvantages of the EBITDA-linked interest rate in this deal? What are
the
exit possibilities?
- Summary
and recap
|
Presentations
sf-leveraged.pdf
sf-mezzanine.pdf
Case Studies
Nukem
Security Services
Acquiring
Plato Data
Cognis
Second Lien
Sealy
PIK
Woodstream
Woodstream
Termsheet
Articles
Mezzanine Finance 1
&
Mezzanine
Finance 2
The
ISS Deal
Spreadsheets
lbocapacity2.xls
platodata_case.xls
platodata_solution.xls
Corporate
Finance and Debt
Capacity Tables
woodstream.xls
participation_mezz.xls
|
Additional
Reading
- Introduction to
Structured Finance by Frank J. Fabozzi
- Credit Derivatives: A Primer on Credit Risk, Modeling,
and Instruments by George Chacko,
Anders Sjöman, Hideto Motohashi, and Vincent Dessain
|
The
Instructor
Ian
Giddy has taught finance at NYU, Columbia, Wharton, Chicago and
in over forty countries abroad 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 finance market in the USA, Europe and Asia. 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. |
|