Debt Financing: A 1-day Course for Lawyers

Course Overview:

This programme has been developed to give lawyers and anyone involved in the drafting of documentation for debt finance to gain a better understanding of the financial and strategic rationale behind the structure and the products which are used.

It is often the case that lawyers drafting documentation require a better understanding of the financial structure and products and yet they have not been trained for this purpose. On smaller transactions lawyers will often be asked by clients for an opinion on the most appropriate financial structure or perhaps a viewpoint on the options that are being proposed by financial advisors.

This programme will provide lawyers with a more in depth understanding of the products and structures which are used in the debt markets and which they are likely to encounter in their everyday work.

The programme will make copious use of examples and case studies to practically illustrate the concepts.

Course Content

Introduction to debt financing

Objective: To review the opportunities for debt financing and discuss the variety of forms of debt financing which can be used.

Overview of types of corporate funding:

• Debt – short and long term funding instruments
• Quasi debt instruments – mezzanine finance
• Bank loan structures
  • A and B term debt
  • Revolvers
  • Syndication
  • Unitranche
• Corporate financing decisions and use of debt finance
• Typical leverage targets

Uses of debt financing in private equity funded transactions:

• Leveraged buyout structures
• MBO, MBI and other forms of buyout activity
• Use of loan notes and tax efficient funding mechanisms
• Dividend recapitalisations

Debt Financing in M & A

• Capital Structure Theory
• Creating value through the financing structure

Case study: structuring a leveraged buyout deal using a variety of debt instruments

High yield corporate bonds and mezzanine debt finance

Objective: to evaluate the use of high yield corporate bonds and mezzanine debt instruments as alternative financing covering a variety of business sectors and countries

• the role of high yield bonds in corporate financing activity
• the current state of the high yield market in Europe and the US
• use of high yield bonds in corporate restructuring and M&A activity
• recapitalisations and refinancing using high yield bond take outs
• high yield debt pricing

Case study: examples to allow practical application of debt financing techniques

Asset backed securities

Objective: to explain the increasing use of ABS structures in debt financing

Introduction to ABS market

• Fundamental principles of an ABS deal
• Parties to a typical ABS structure

Credit enhancement

• Importance of credit enhancement structures
• Basic external mechanisms
  • Bank guarantees and letters of credit
  • Monoline insurance
  • Guaranteed Investment Contracts
• Basic internal mechanisms
  • Debt subordination
  • Over collateralisation
  • Excess spread accounts
  • First loss retention

Case study: analysis of credit enhancement mechanisms in a corporate receivables transaction

Corporate debt restructuring

Objective: to explain the alternatives and the appropriate debt structures when companies face a restructuring of their debt.

Dynamics of the problem

• Is it a liquidity issue or a solvency problem?
• Restructuring framework
  • Proactive
  • Defensive
  • Distress

Personal behaviour

• Ability to pay versus willingness to pay

Matching the solution to the problem

• Fix the financing
  • Restructure debt, sell assets, raise new equity
• Fix the business
  • Refocus the strategy
  • Sell businesses
  • Outsource
  • Strategic alliance or joint ventures
• Fix the management
  • Change of control or ownership – what premium is there?
• Bankruptcy and reorganisation
  • Liquidation, sale or debt transfer
  • Legal reorganisation

New money

• Debt to equity swap
• What are the options?

A framework for loan resolution strategy selection

Case study: analysing a recent corporate debt restructuring