What is Structured
Finance?
Structured Finance is the design of debt, equity and hybrid financing
techniques in order to resolve particular issuer or investor needs
that
cannot readily be met by conventional financing techniques. 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. A major part
of today's structured finance is the
use of asset securitization. Asset-backed securities are securities
which are linked to identified pools of underlying assets. The key lies
in
segregation of the risk of the asset pool from the risk of the
originator. Other examples of such situations
include
stress-induced financial restructuring, recapitalizations, private
equity
and leveraged buyouts, and arbitrage-driven hybrid notes
For more resources see
the
instructor's websites, giddy.org
and ABSresearch.com |
.
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.
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.
Instructors
Ian
Giddy has taught finance at NYU, Columbia, Wharton, Chicago and
in
30+ countries abroad for the past two 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 ABS 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.
|
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
Workshop
This workshop 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
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.
Asset securitization, one of the core techniques of structured finance,
constitutes a growing segment of the European
and
global capital markets. In recent years 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, are employed as backing
for high-quality securities designed to appeal to investors.
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 the use of "whole business securitization" which falls
somewhere between asset-backed financing and leveraged lending. A
catalyst for leveraged buyouts is so-called mezzanine finance that
falles between senior debt and pure equity.
This "bootcamp" workshop explains why and when corporations
and financial
institutions
should issue equity-linked funding, asset-backed securities,
levereraged 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
modelling, and a roadmap for
choosing
among the alternative forms of these techniques that are employed in
today's 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 analysing
a proposal, so as to grasp the main strengths and risks of each
structure after an initial rapid analysis.
The workshop 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
Some of the issues to be explored:
- 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?
- Synthetic ABS: how do they really work, and what are their
strengths
and shortcomings? How are credit derivatives used in conjunction with
synthetics?
- When is a so-called ABS really a corporate bond -- where
the investor
is simply taking business risk? What is "whole business
securitization?" And "future flow" ABS?
- 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 is leveraged finance? How can it be use to enable 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: Effective
Cost Analysis and Asset-Backed Securities
- Introduction to Structured Finance
- 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 effective cost 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 Disclosure 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
- Case
study: Chase Card Trust. Delegates calculate the costs and benefits
of a securitization of bank assets
|
Articles
Introduction
to ABS
Spreadsheets
wacc.xls
costbenefit.xls
|
Day 2 |
Asset-Based and Cash-Flow
Financing Techniques
- Risk Management in ABS
- Pool analysis; Seller/originator risk; Servicer
performance
risk; Swap counterparty risk; Legal risks; Sovereign risk. Oiginator,
servicer, counterparty and manager
analysis
- Techniques of Credit Enhancement: Credit risk
management;
Overcollateralization; Senior-subordinated structures; Excess servicing
and liquidity accounts; Financial guarantees
- The Rating Process
- Case study:
Atherton. Delegates use this deal to consider the rating process
and debate its merits
- Cash Flow Timing and Analysis, and ratings migration
- Focus: CLOs and CDOs: Collateralized loan and collateralized debt obligations
- Case study: CDO for Scratch. Using
information in the case study and current market data, delegates are
set the task of designing an arbitrage CDO.
- Synthetic Structures and Role of Credit Derivatives
- Case
study: Global
High Yield Bond Trust. This deal illustrates the role of credit
default swaps in synthetic asset-backed securities and credit-linked
notes
- Securitization of
Rights and Intangibles, and Future Flows
- Focus: Whole Business Securitization
- Case study:
Trains. Delegates use this deal to investigate the legal framework
and bankruptcy-remote issues involved in the securitization of
corporate cash flows.
- Project finance: standalone, project-payment based
funding
- Sources and structure of project finance
- Case
study: Don Pedro Hydro. This power generation project has local
currency revenues. Can it be financed with conventional project finance?
- Operating, financing and tax leases
- How to evaluate the effective cost of lease-based
financing
- Case
study: Grupo Taca Aircraft Financing. Delegates working on this
strucuture will learn the funding and tax consequences of lease finance.
|
Articles
Fitch
CDO Criteria
Credit
Derivatives 101
102
and
Synthetic
ABS
Equipment
Leasing
Spreadsheets
leasevbuy.xls
|
Day 3 |
Structured Notes and Mezzanine
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
study: Guernsey. Demonstration of hands-on use of option-bond
pricing models and application by delegates
- Case
study: Bavaria
Bank Bond and Endesa.
Insight into Design and Pricing of Fixed-Income Structured Notes
- Design of convertibles, warrants and other
debt-equity
hybrids
- Case
study: Sealed
Air Convertible
- Use of Hybrids in Management Buyouts and Leveraged
Finance
- Case
study: Le
Meridien. Delegates work out the possible senior structured and
mezzanine financing possibilities for and acquisition of this hotel
group.
|
Articles
Structured
Notes
Lyons
Warrant
Bonds
Spreadsheets
On-Line
Model
|
Day 4 |
Leveraged Finance
- The Essential Role of Leverage and Structured
Securities in European and International
M&A and LBO deals
- Example of Spreadsheet-Based Debt Capacity Analysis
for Leveraged Finance
- Case
study: Monster Garages. A private company is looking for a cash-out,
and delegates estimate the company's debt capacity and the owner's
options.
- Focus: Synthetic Ratings and Debt Pricing
- How to Structure and Price the Leverage for an
Acquisition.or Buyout
- Case
study: The LBO
of Plato Data. Delegates undertake a step-by-step analysis of a
company's debt capacity.
- Leveraged Build-ups and Leveraged Recapitalization
- Case
study: Sealed
Air's Recap. How a company can exploit its debt capacity, and the
risks it takes.
- Post-acquisition Leveraged Finance
- Implementing a management buyout: senior, mezzanine
and equity finance
- Flexics.
Delegates apply the tools and ideas of the course to a competitive
situation featuring a leveraged buyout.
- Summary and Recap
|
Articles
The
"VC Method"
Spreadsheets
Corporate Finance and Debt
Capacity Tables
lbocapacity.xls
|
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