Unitranche & Alternative / Direct Lending

Our Unitranche direct lending course trainer is a consultant, public speaker and author with expertise in private equity, Unitranche debt advisory, restructuring and infrastructure. He is a Senior Advisor to KPMG Finland, a Senior Advisor to Reorg EMEA Covenants, the leading provider of information to the European High Yield community, and a Senior Consultant to Grant Thornton UK.

Training programmes are provided to a wide range of blue-chip clients in Europe, Africa, the Middle and the Far East, North America and Australasia. In-house clients include banks (BNP Paribas, Société Générale, ING, Barclays Capital, Bank of China, RBS, SEB); lawyers (Baker & McKenzie, Skadden Arps, Sullivan & Cromwell, Cadwalader, Latham & Watkins, Weil, White & Case); advisory firms (Lazard, PWC, M&A International, KPMG, EY, Deloitte); PE firms (Cinven, Advent, Barings Asia, Waterland); corporates (Siemens, Airbus, Turkcell, Candy Crush, Gunvor, Statkraft) and governmental bodies (the UKLA, the EBRD, the ECGD, Omani Oil Corp.)

He qualified in South Africa both as a Chartered Accountant with Deloitte and as a lawyer with Hofmeyr, where he was involved in structuring several high-profile project financings, including BMW 3 Series, Ford Sierra, GM, Sappi and Mondi.

When he moved to London and joined Lazard Brothers as a corporate finance executive, he was involved in a wide range of public and private transactions. Subsequently, he joined Hoare Govett as an assistant director where he acted as an advisor to smaller listed companies and was involved in several syndicated Euro-Equity Initial Public Offerings.

In 1991 he joined ABN Amro’s cross-border M&A team before being transferred to MeesPierson Corporate Finance as a Director in Cross-Border M&A where he was also involved in several deals in Central Europe. During this time, he was a member of the EU-PHARE programme and advised the Estonian government on its privatisation programme.

He is the Programme Director at the City Business School, London, for Infrastructure Finance for the M. Sc. programme in Business Administration and Finance.

He is a member of the Institute of Chartered Accountants in England & Wales and the South African Institute of Chartered Accountants. He completed a BA and an LLB at the University of Natal and a B. Compt. (Hons) at UNISA.

• Understand the market dynamics and market players.
• Review the key trends and developments of indirect lending products,g. Holdco PIK, first-out last-out (FOLO) structure Unitranche.
• Review the key critical commercial terms such as margins/fees/call protection, covenants and headroom and equity cures using a database from a leading law firm Proskauer Rose.
• Discover how traditional bank lenders are working with an alternative lender deal tracker to provide First-Out, Last-Out (FOLO) Unitranche structures.
• Differentiate how the Unitranche structure is used in sponsored and non-sponsored deals.
• Discuss and analyse the key commercial terms (e.g. yields and call protection).
• Review the relevant loan, collateral and security documentation.
• Discuss the impact of ESG principles on the market and issuance of sustainability-linked loans on Unitranche deals.
• Discuss the current approach in which Unitranche loans differ from standard LMA precedents so far as veto rights and Material Events of Defaults for the Banks (First out piece).
• Analyse key aspects of the LMA’s Senior/Super Senior Intercreditor for Unitranche deals covering enforcement standstills and the role of the option to purchase.
• Compare and analyse Unitranche vs. other forms of financing (Unitranche loans, bonds) – is it a viable alternative lender deal tracker?
• Unitranche in a Covid-19 world – how has Covid-19 impacted the market?
• What does the future hold for direct lenders in a post-Covid world?

• Our Unitranche course trainer is a Senior Consultant to Grant Thornton in Debt Advisory so he has visibility into current trends in the (opaque) direct lending / Unitranche market and challenges in structuring capital structures from the borrower’s perspective.
• The Unitranche direct lending training programme includes data on key commercial terms regarding margins, fees, leverage, covenants, sweeps and other relevant matters.
• Through his training/consultancy practice, he has exposure to a wide range of parties around Europe involved in the direct lending finance market, including both funds e.g. Ares, Muzinich (Paris), Bluebay, Ardian and banks (e.g. Berenberg, Nordea, HSBC and BNP). This offers additional insight into market trends from those varied sources.
• The trainer has over 20 years of experience in junior Unitranche debt structure, providing valuable insight into the legal, structuring and practical challenges which arise in using junior debt, especially the intercreditor issues.
• The trainer’s career also includes stints in commercial and investment banking, accountancy, tax and law providing insight from a wide range of perspectives.

In general, direct lending finance and Unitranche deals continue to make significant inroads across Europe over the last 12 months, reporting YOY growth of 22% (source: Deloitte, Alternative Lender Deal Tracker).

Numerous favourable factors have driven growth. First, the relaxation on direct lending in France, Germany and Italy; second, the ECB restrictions on leveraged debt (which affects mainly banks but not direct lenders) and third, the large amounts of capital which continue to make their way into funds which is often augmented by fund investors willing to co-invest in large-ticket individual deals. Together these trends have seen direct lending carve out nearly 50% market share of mid-market deals in the UK and Germany whilst France is second in terms of the number of deals*. Moreover, direct lenders are gaining traction in other European markets, particularly the Netherlands, Spain and Italy*.

However, the funds have not had it all their way as Unitranche debt markets have remained highly liquid, with copious amounts of Unitranche funding available from both the traditional bank-driven loan markets and the high-yield bond market. Together, these forces have exerted downward pressure on both margins and terms for all lenders across all sectors.

In response, funds have scaled up their activities in terms of fund size in order to fund ever larger transactions and Unitranche loans over 1$ billion (e.g. Daisy Group) are now available from certain funds (Ares and GSO, to mention two).

Unitranche lending continues to evolve as a highly bespoke product offered in a wide variety of forms including; clubbed, bifurcated, “dual-tranche”, "first out-last-out (as provided by Ares for the Primonial deal in France) and even junior (HoldCo PIK) Unitranche, all of which seems to beg the question of whether the term ‘Unitranche’ adequately describes these various structures. Direct lenders are being forced to develop a broader range of strategies and products in an effort to differentiate their offerings from other providers. Some are increasingly willing to offer undrawn facilities as part of the Unitranche financing (q.v. the £50 million undrawn CAPEX line provided by Goldman’s as part of Unitranche financing for Zenith).

Documentation continues to adapt to the myriad of Unitranche structures in the market which has had to develop to accommodate the position of the RCF lenders (and the first out Unitranche finance), both of whom lack the ability in 'LMA standard leveraged loans', to control amendments, waivers and acceleration despite being super senior. This has led to the creation of veto rights and a new class of defaults (Material Vents of Default) which are primarily for the benefit of those lenders.

The complex nature of these Unitranche structures means that Intercreditor issues have become a key negotiating area for Unitranche lenders and borrowers, and the publication of the Senior/Super Senior Intercreditor precedent for Unitranche deals recognises both the evolution in the market and the desire to achieve standard terms.

Direct lenders have also gained significant traction in Asia Pacific, primarily in Australia, which has seen over $4.2 billion of issuance in that market by September 2019 since the launch of Unitranche in 2017 by PEP & Carlyle in the Inova Pharmaceuticals deal. More recent Unitranche deals include the A$515 million Unitranche used to back Advent's buyout of Transaction Services Group (New Zealand), the A$500 million Unitranche in TPGs buyout of Greencross and the Real Pet Foods A$435 million take-out of the senior and mezzanine facilities. Supply in Australia is being driven by a rash of private debt funds which have launched recently notably Revolution Asset, Perpetual and Metrics Credit Partners. Unitranche finance has also been used in India in the AGS Health and Healthium Medtech deals and also in Taiwan (Gong Cha Group).

Participants will receive various models on this Unitranche direct lending course (including a professionally designed LBO model, which measures Unitranche debt capacity and exit returns).