Restructuring High Yield Bonds

£695.00 +VAT

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This Restructuring Bonds course can also be presented in-house via live webinar.

Restructuring Bonds Course Objectives:

Participants will:

  • Be introduced to the bond restructuring route map
  • Learn to identify the restructuring triggers
  • Get to grips with gaining leverage in restructuring situations
  • Explore the summary of liability management techniques – its application, pros and cons
  • Be taught about Coercive Exchange Offers
  • Gain an understanding of the Trust Indenture Act
  • Gain an appreciation of tender offers and consent solicitations
  • Learn about pathways – schemes of arrangement, Chapter 11 and administration
  • Explore other problem areas in bond restructurings
  • Have an understanding of stabilization & liquidity
  • Get to grips with the draft EU Harmonisation Directive on restructuring

Restructuring Bonds Course Content:

Introduction

  • Bond Restructuring routemap: overview of the stages in the process
  • Overview of current Loan/ Bond structures (what’s market)
    • SSRCF/Senior Secured Notes
    • Pari Loan/ Bonds
  • Double Luxco – has back on the agenda

Restructuring triggers

  • Review of the key EoDs in Notes
  • Key EoDs in Loans which will trigger earlier than Notes
  • Asymmetry of information between Loans and Notes
  • Other aspects which may give lenders a head start over the Notes

Gaining leverage

  • Key voting thresholds for Notes
  • Problem areas
    • “One Euro One vote” the Schmolz problem in Germany legislation
    • Numericable’s change of voting cap
    • The Bakkavor problem & hedging issue (Who controls the Restricted Group)
  • Key voting thresholds for loans (vis-a-vis the Notes)
  • Impact of distressed disposals & release of collateral pre and post distress

Summary of Liability Management techniques – appliction, pros and cons

  • Market purchases
  • Redemptions
  • Tender offers generally
  • Overview – US Exchange offers
    • Registered exchange offers (§5 Securities Act)
    • 3(a)(9) Exchange offers
    • Private Exchange offers §4(a)2 Securities Act – why they are the usual solution

Coersive Exchange Offers

  • Key features of coersive Exchange offers
  • Isser considerations – pros and cons
  • Noteholder considerations
    • Pros and cons of accepting or rejecting
  • Strategies for dealing with holdouts
    • Carrots
    • Sticks

Case Review – The Assénagon problem re “exits’

Case Review – The Zlomrex parallel-track approach

Case Review: DTEK case tripple-track approach

  • Dealing with jurisdiction / Comi (a template for the future?)
  • Review of the 3 options for Noteholders
  • Game theory strategies used to deal with “Holdouts”

Case Review – Edcon Exchange offer

  • Strategies used to minimise Holdouts

Trust Indenture Act

  • Why it matters
  • When it matters – relevance for EU deals?

Tender offers and Consent solicitations

  • Tender offers generally
    • General requirements in UK and US
    • Structuring tenders to avoid US Regulations
    • Pricing methods
  • Consent solicitations
    • Use and application
    • Covenant stripping
    • Review recent examples

Pathways – Schemes of Arrangement

  • Main requirements & procedure
  • Application to non-UK companies – scope of establishing a “connection” with England

Case Review – Codere, EnQuest, DTEK

  • Review of the Codere solution
  • Metivest case – the “standstill scheme”
  • The problem areas – meaning of “Class”
    • Some problem areas with “classes”
    • Review of Stemcor, Codere and Privatbank cases

Pathways – Chapter 11 and Administration

  • General application and founding jurisdiction
  • Procedure & voting thresholds
  • Key benefits
    • Automatic stay – Worldwide impact (practical application)
    • Cherry picking contracts
    • Assets sales
    • DIP funding
    • Cram-downs and Cram–ins
  • Review of Truvo
  • Administration & pre-packs
  • Review ATU “flip-up” case

Case Review: CGG Restructuring US and French options

Other problem areas in Bond restructurings

  • CoMi & Jurisdiction issues
  • Organising the Bondholders
    • Relationship between the issuer, trustee and bondholders
    • Identifying the Bondholders – difficulties and tactics
    • Standstill Agreements
    • Lockup Agreements
    • Reporting requirements
    • Obtaining information – problem areas
  • Insider dealing, Fraud and other issues
    • US anti-fraud
    • UK & EU rules and regulations
  • Impact of CDS on restructuring
    • How it matters q.v. Truvo

Stabilization & liquidity

  • Standstills re the Issuing Group – positive and negative
  • Liquidity – the options and requirements
    • New shareholder funding
    • Payment extension and deferment techniques
    • New debt incurrence via the HY indenture – sources and problems
    • Take-outs
    • Review of Towergate solution for liquidity
  • Issues affecting junior Notes / mezz etc
    • Standstills (on junior Noteholders and other creditors)
    • Payment Stop notices

Draft EU Harmonisation Directive on restructuring

  • Background
  • The three minimum key elements
  • Review of the Key principles
  • Relevance of Brexit

Background of the Trainer:

The trainer is a consultant, public speaker and author. He provides training programmes globally to a blue-chip client base on private equity, debt finance, loan documentation and restructuring. He is a senior consultant with Debt Xplained, with Grant Thornton UK (Debt Advisory) and is also a Senior Advisor to KPMG Finland. He has spoken at conferences in the UK, Europe, Australasia & South Africa. He provides training to a wide range of clients on a bespoke in-house basis & publicly through Redcliffe Training Associates. Additionally, he is the Programme Director for the infrastructure / project finance module for the MBA programme at the Cass Business School in London.

Restructuring Bonds Course Overview:

The Restructuring Bonds Course will review the impact of the draft ECB guidance on leveraged transactions.

Restructuring high yield bonds pose a range of challenges not found in dealing with purely loan-driven structures; custody chains means that noteholders are more difficult (and take longer) to identify; the listed nature of notes means that all stakeholders need to be aware of market abuse aspects; the machinery for instituting action in bonds is more convoluted than loans, since notes are invariably governed by NY State law restructurings may need to take account of compliance with onerous U.S. securities’ laws and last, bond restructurings often use different tools not available in loan structures, such as Exchange offers and consent solicitations (which can be used to covenant strip notes in certain circumstances). The market has also experienced an increase in coersive exchange offers where parties have made use of innovative solutions to encourage holders to accept and discourage holdouts from remaining on the side-lines. DTEK’s triple track Exchange offer, Scheme and consent solicitation being an excellent example.

This Restructuring Bonds Course summarises the methods and tools that have been used to restructure bonds and reviews some of the topical and innovative solutions that have been used to address these more complex restructurings. English schemes of arrangement have gained increasing traction in the bond markets, as they have in the loan markets, and appear to have emerged as the primary pathway of choice in a number of recent restructurings for foreign companies. Despite this Chapter 11 does offer some solutions not available in a Scheme, for example where operational restructuring is required. The programme will illustrate these methods with discussions of recent landmark restructurings including; Zlomrex (parallel Exchange offer and Scheme), Metinvest (Standstill Scheme), Privatbank, Edcon, Codere.

The course will also review the current potential cross-border restructuring options for CGG Restructuring which potentially could involve either US or French pathways or both simultaneously.

The programme will also review the key points of the Draft EU Directive harmonising restructuring and insolvency matters published on 22nd November 2016.

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Discounts

5-6 participants – 20% discount,7-8 participants – 25% discount,Over 9 participants – 30% discount

Select-your-course-date

09 October 2018