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Amsterdam Institute of Finance

Hybrid and Mezzanine Finance


Prof. Ian Giddy

New York University



This Hybrid and Mezzanine Finance course covers 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 offers a hands-on look at the new techniques of equity-linked, hybrid and mezzanine finance often used in connection with acquisitions and buyouts.


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 balance sheet or capital constraints, private equity and leveraged buyouts, recapitalizations, stress-induced financial restructuring, and arbitrage-driven hybrid debt funding.

Structured products refers to a range of investment instruments designed to meet investors' or issuers' special needs or constraints. Hybrid and equity-linked finance spans the 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.

Mezzanine finance, 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. Leveraged financing methods are often employed in M&A, management buyouts and other forms of ownership transition, as well as corporate recapitalizations.

The course explains why and when corporations and financial institutions should issue structured notes, hybrid securities, mezzanine funding, leveraged finance or other forms of structured 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 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 and mezzanine finance techniques. 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 analysis.


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 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 hybrid finance? Why and when should companies consider the use of hybrid and structured financing techniques?
  • How and when can structured and hybrid notes 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 mezzanine finance? How do equity-linked financing techniques such as convertible and profit-participation bonds work, and when does it make sense to use them? How are they priced?
  • What is leveraged finance? How can it be used to enable an acquisition, buyout or other forms of ownership transition? When should a company undertake a leveraged recapitalization?


Pre-Course Reading


Outline of Course
 
Date

Topics

Materials


Day 1 

Structured Notes and Hybrid Instruments
  • Overview of Hybrid and Mezzanine Finance
  • When are Hybrid Securities and Structured Notes Cost-Effective?
  • When Debt and Equity are Not Enough
  • Applications of Quasi-Equity Finance in Acquisitions
  • Effective Cost Analysis: A Day in the Life
  • The Option Value in Debt Instruments
  • Valuation of a Currency-Linked Instrument
Structured Products
  • 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
  • Structured Products: Performance-Enhancement versus Income-Enhancement Instruments
  • Pure-play Structured Products
  • Design and Pricing of Equity-Linked Structured Notes
  • Bonds and Loans with Attached Warrants
  • Credit-Linked Notes
  • Group Work on Structuring a Credit-Linked Note

Presentations
intro.pdf
structurednotes.pdf

Case Studies
A Day in the Life
Bavaria Bank Bond
Endesa
Equity Index Note
Oil-Linked Notes
Thunderbird CLN
Allied Irish CLN

Other Resources

wacc.xls
beta.xls
cfo.com

Day 2

Equity-Linked Financing
  • When Should a Company Use Equity-Linked Financing Techniques?
  • Design of Convertibles, Warrants and Other Debt-Equity Hybrids
  • Warrant Bonds and Warrant Loans
  • Cost of Capital and Quasi-Equity Instruments
  • Focus: Convertible Bonds
  • Group work on a company's cost of convertible bond financing
  • Applications of convertibles
  • Applications of preferred stock issuance
  • Case study of equity-linked finance in emerging markets: Banco Nuevo
Mezzanine Finance
  • Structuring Mezzanine Finance
  • Asset-Based Finance
  • Second Lien Debt
  • Pay-In-Kind (PIK) Notes
  • European Holdco PIKs and Other Developments
  • Mezzanine Notes with Warrants
  • Seller Notes and Earn-Outs
  • Participation Notes
  • Group work on evaluating a funding proposal with revenue-linked mezzanine debt
  • Acquisition Finance with Participation: Le Meridien

Presentations
equitylinked.pdf
mezz.pdf

Case Studies
Singapore Land
Golden Telecom
Sealed Air Convertible
Banco Nuevo

Second lien term sheet
Sealy PIK
Jefferson Smurfit
Woodstream Mezz
Woodstream Termsheet
The Cognis Refinancing
Suriname Hydro

Articles
Cost of Capital
Second Lien Loans 1
Second Lien Loans 2
Mezzanine Finance 1
Mezzanine Finance 2

Other Resources
dubrovnik_eyewear.xls
convertiblebond.xls
convertible_and_wacc.xls
biz.yahoo.com
woodstream.xls
financing_abc.xls
bonds.yahoo.com
On-Line Convertible Model
Roberts Stock Volatility
Morningstar Stock Volatility

Day 3

High Yield Bonds and Hybrid Capital Notes
  • High Yield Bonds as a Leveraged Financing Technique: US vs European Markets
  • Pricing and Risk of High Yield Debt
  • Terms and Covenants in High Yield Bonds
  • Hybrid Bonds -- Debt, Equity or Both?
  • Hybrids for Bank Capital Requirements
  • Rating Agency Criteria for Equity Component in Hybrid and Capital Notes
  • Hybrids in Acquisition Finance
  • Case Studies of Hybrid Bond Issuance in Europe and North America
Leveraged Acquisition Finance
  • Leveraged Finance in M&A and LBO deals
  • Leveraged Build-ups and Leveraged Recapitalizations
  • 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 Leverage for an Acquisition or Buyout
  • Post-Acquisition Leveraged Finance
  • Focus: Exit Strategies and Exit Pricing
  • Group work on valuation and structuring of leveraged acquisitions and buyouts
  • Summary of Course

Presentations
hybrid.pdf
leveraged.pdf


Case Studies
Piaggio High Yield
U.S. Bancorp Hybrid
Lottomatica
NEC TPS
Sealed Air's Recap
RFL Malaysia
The LBO of ISS
iss_financials.xls
Reykjavik Fleet Leasing

Articles
Moodys on Hybrids
Hybrids - Empirical
Introduction to Leveraged Finance

The ISS Deal

Other Resources
lbocapacity2.xls
iss_solution.xls
lbo_exit.xls
Corporate Finance and Debt Capacity Tables



The Instructor
Ian Giddy has taught finance at NYU, Columbia, Wharton, Chicago and in 40+ 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 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. He and his wife are the founders of Cloudbridge, a nature reserve in Costa Rica.

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