Mezzanine Financing for Middle Market Deals: Significant Developments LIVE Webcast
In this CLE course our panel of key thought leaders and practitioners, assembled by The Knowledge Group, will discuss the fundamentals of Mezzanine…
In this CLE course our panel of key thought leaders and practitioners, assembled by The Knowledge Group, will discuss the fundamentals of Mezzanine Financing and the most current and significant issues surrounding this topic. This LIVE webcast aims to help lending and commercial financing counsel avoid common pitfalls and risk concerning Mezzanine Financing for Middle Market Deals.
Key topics include:
- Mezzanine Financing: Review
- Alternative Financing
- Structuring Mezzanine Financing
- Shareholder Liquidity and Inter-generational Transfer
- Advantages and Dis-advantages of Mezzanine Financing
- Risks and Pitfalls of Mezzanine Financing
- Market Trends and Regulatory Updates
Duane Morris LLP
Grant Puleo focuses his practice on a wide variety of real estate, finance and business transactions. He has extensive experience in a broad array of commercial and multi-family residential real estate transactions, including acquisitions, development, syndication, dispositions and specialized leasing and financing of all product types throughout California and the United States. Mr. Puleo’s finance experience includes both borrower and lender representation in the initiation and workout of complicated debt and equity transactions, such as acquisition and construction financing, mezzanine financing and synthetic leasing transactions. He also represents clients in business matters involving the transfer of business assets and the formation and restructuring of business entities.
Mr. Puleo is an adjunct professor of law at California Western School of Law, where he lectures on real estate transactions. He is a member of the Facilities and Finance Committee of BIOCOM and serves as pro bono legal counsel for Convivio Center and Rescued Cards. Mr. Puleo is a 1995 graduate of the Pacific McGeorge School of Law, where he was elected to the Order of the Coif and was the Notes Editor for the International Law Journal, and a graduate of San Diego State University.
Blank Rome LLP
Shlomo Troodler, a partner in Blank Rome’s Finance, Restructuring and Bankruptcy group, concentrates his practice in a diverse range of business and financing matters including, mezzanine, second lien and tranche B financing; private equity and venture capital funding transactions; commercial lending and asset-based financing; mergers and acquisition financing; corporate restructuring; and real estate lending on both the borrower and lender side of transactions. Mr. Troodler’s practice has involved the representation of a number of mezzanine funds, second-lien lenders, specialty finance companies as well as private equity funds and sponsors, their portfolio companies and other privately-held companies in connection with various types of sophisticated acquisitions and other financing transactions. In the workout and restructuring area, he has represented both corporate borrowers and institutional lenders in connection with pre-bankruptcy workouts and debtor-in-possession and Chapter 11 exit financings.
Shlomo Troodler, Partner
Blank Rome LLP
- What is “Mezzanine Financing”? When would a deal typically involve “Mezzanine Financing”? Why use Mezzanine Financing? [Idea would be to identify terminology is not always consistent between Mezzanine financing, second lien, tranche B, Junior debt, etc.; focus on private equity platform acquisitions/leveraged buy-outs, add-on acquisitions, dividend recapitalizations, fundless sponsor transactions, growth capital, etc. and ability to get additional capital without high cost of equity capital]
- Documentation and Structure of Mezzanine Financing [Discussion of using the same or different forms as Senior Lenders; matching of covenants, reps, warranties, defaults, etc.; how “Unitranche” facilities relate to Mezzanine; rights as investor if equity piece]
- Relationships of Mezzanine Lender with Other Lenders [High level view of capital structure and intercreditor issues; relates to Unitranche as well]
- Importance of Intercreditor Issues—Typical Provisions and A Few Specific Hot-Button Areas [Blockage (and what should not be blocked), standstill (and when should the standstill not apply), amendment rights, purchase option, rights as an unsecured creditor and cross-default/cross-acceleration]
- Current Market Trends [decrease in rates and fees, less equity available in form of warrants, untiranche, diligence periods, larger funds investing in middle market opportunities, etc.]
- Taking of a Security Interest [recent trend to require Mezzanine debt to be unsecured; value of taking security interest]
- Additional Issues to Watch Out For [AHYDO, covenants on cushions]
- Issues to Take Into Consideration in Structuring a Mezzanine Transaction [who is your borrower? What is the exit strategy? Projected ROI; capital structure; equity component]
Grant Puleo, Partner
Duane Morris LLP
- Require the Borrower to Opt-In to Article 8
- Obtain UCC Insurance and a Land Title Policy Mezzanine Financing Endorsement
- Negotiate Subordination/Intercreditor Agreement With Senior Lender
- Carefully Review Senior Loan Documents
- Tailor Borrower’s Organizational Documents
- Draft Pledge and Security Agreement to Comply With UCC Requirements
- Make Sure All Mezzanine Loan Documents are Consistent
- Require Borrower’s Counsel to Provide Opinion Letter
- Establish Comprehensive Checklist for Due Diligence Items
- Follow-up on Items That Need to be Obtained After the Closing
Order Event Recording
** Discounts apply for early registration
Method Of Presentation: Group-Internet Based
Developer: The Knowledge Group, LLC
CLE/CPE Hours: 2.0
Advance Preparation: Print and review course materials
Course Code: 145005
NASBA Field of Study: Specialized Knowledge and Applications
NY Category of CLE Credit: Areas of Professional Practice
Recording Fee: $299 (Please click here for details)
- Middle-Market Dealers
- Lending and Commercial Finance Counsel
- Finance Advisers
- Finance Analysts
- Financial Industry Analysts
- Other Related/Interested Professionals and Organizations
This is a must attend event for anyone interested in understanding the significant issues relating to Mezzanine Financing.
During this live webcast, you will hear:
- Detailed guidance explained by the most qualified key leaders & practitioners.
- Hear directly from key regulators & thought leaders
- Interact directly with panel during Q&A
Enroll in this course today by clicking the “Register” button below. Space is limited and discounts apply for early registrants.
Please note, the event date may be subject to change. Please click here for details. The Knowledge Group, LLC is producing this event for information purposes only. We do not intend to provide or offer business advice. The contents of this event are based upon the opinions of our speakers. The Knowledge Group does not warrant their accuracy and completeness. The statements made by them are based on their independent opinions and does not necessarily reflect that of The Knowledge Group’s views. In no event shall The Knowledge Group be liable to any person or business entity for any special, direct, indirect, punitive, incidental or consequential damages as a result of any information gathered from this webcast.
Duane Morris LLP, a law firm with more than 700 attorneys in offices across the United States and internationally, is asked by a broad array of clients to provide innovative solutions to today’s legal and business challenges. Throughout its more than 100-year history, Duane Morris has fostered a collegial culture, where lawyers work with each other to better serve their clients. Lawyers who are leaders in a range of legal disciplines and have diverse backgrounds join Duane Morris in order to use the latest technology, professional support staff and other resources in pursuit of clients’ goals.
Blank Rome LLP is an AmLaw 100 firm with 500 attorneys in twelve offices serving clients across the globe. Clients include businesses and organizations ranging from Fortune 500 companies to start-up entities. Blank Rome attorneys counsel their clients in all aspects of their businesses including financial services; mergers & acquisitions and private equity; public companies and capital formation; venture capital; bankruptcy and financial restructuring; health law; real estate; commercial and corporate litigation; employment benefits and labor; government relations; intellectual property; business tax; maritime, international trade and procurement; matrimonial; product liability; trusts and estates; and white collar, internal and government investigations. Additionally, Blank Rome attorneys represent pro bono clients in a wide variety of cases and matters.
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