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Key Aspects in Mezzanine Financing

Webinar: ID# 1014600
Recorded CD
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About This Course:
Mezzanine loans will play an increasingly important role in meeting the financing needs of companies in the coming years.

With the tightening of leverage multiples for senior debt, a growing number of companies and equity sponsors are turning to mezzanine debt, including SBICs, RBICs and BDCs, as a solution to their capitalization requirements.

This live webinar will provide you with an in-depth understanding of the key issues associated with mezzanine financings. The live webinar will also help you understand unique features of SBIC Funds, RBIC Funds and BDCs and the current state of the market.

This webinar will survey the key terms in legal agreements attendant to mezzanine financings and help prepare you to successfully navigate the critical issues which arise in the negotiation process.

Agenda

Key Aspects of Mezzanine Debt
  • Basic Structure and Terms
  • Diligence Focus
  • Board Seats vs. Board Observer Rights
  • Typical Providers of Mezzanine Loans
Major Intercreditor Issues
  • Secured vs. Unsecured Mezzanine
  • Blockages and Standstills
  • Permitted Amendments and Debt Caps
  • Buy out Right
  • Bankruptcy
Equity Co-Investments and Warrants
  • When and How Each Are Used, Advantages and Disadvantages
  • Anti-Dilution Adjustments and Carve Outs
  • Puts and Calls
  • Other Warrantholder Rights – Dividends, Voting, Preemptive Rights, Board/Observer Rights and Affirmative and Negative Covenants
Negotiating the Registration Rights Agreement
  • Piggyback vs. Demand Registration Rights
  • Indemnities
  • Expense Provisions
Key Terms of Shareholders Agreements
  • Voting Rights
  • Transfer Restrictions
  • Right of First Refusal, Tag and Drag Rights
  • Financial Reporting
  • Board/Observer Rights
  • Negative Covenants
About The Presenters

Mark A. Kromkowski
  • Partner with McGuireWoods LLP
  • Chair, Fund Formation and SBIC Practice
  • Chair, Community Banking Team
  • Represented investment funds and portfolio companies in all types of private equity and corporate transactions from venture to mezzanine to buyout transactions
  • Extensive experience counseling fund managers in all aspects of fund formation and administration
  • Among a small group of lawyers in the United States who have significant transactional and regulatory experience with small business investment companies
  • Represents regional and national banks in connection with private equity subscription lines of credit and related credit facilities
  • Achieved the highest rating in the Martindale-Hubbell Law Directory
  • J.D. degree, University of Notre Dame Law School, executive editor of the Notre Dame Law Review; B.A. degree, cum laude, University of Notre Dame
David P. McLean
  • Partner with McGuireWoods LLP
  • Advises private investment funds and sponsors in their equity and debt investing activities
  • His deep experience up and down the capital stack allows him to bring a broad range of expertise to his clients, together with the deep market insight, knowledge and relationships that accompany that experience
  • Regularly counsels clients on all types of investing activities, from venture capital, minority equity, growth equity and control buyouts, to venture lending, mezzanine finance and senior lending
  • Has more than 19 years of practice, with a particular focus on junior capital and the investment funds that focus in this sector
  • Moderator, "Trends Impacting Lower Middle Market Firms Including the Minority Recap," AM&AA Winter Conference, January 2014
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Key Aspects in Mezzanine Financing
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