“How To Negotiate Your Syndicated Credit Facility:
Discover The Landmines
Your Lawyer Won’t Tell You About…
And How To Defuse Them Before You Close The Deal…”

If Your Eyes Glaze Over When You Look at Loan Documents… Or You Simply
Don’t Have Time to Review Everything… and You’ve Decided to Leave It to Your Lawyers… You’re Making a Big Mistake… Here’s Why…

* * *

Overview Of Program
Module Details
How Program Is Delivered
Who May Benefit From This Program
About Your Instructor
Registration Information

* * *

Financial deal documentation presents unique challenges that don’t appear in most negotiations.

In this program, our goal is to give you practice in identifying and defusing the landmines in a 100+ page sample credit agreement. Those landmines may be hidden defaults or costs or, from a borrower’s perspective, the conditions that remove the flexibility to run their business as they want. We’ll look at the agreement from both the borrower’s and the lender’s perspective.

This is also important for investors who don’t want to get blindsided by defaults that may lead to large losses. As career training, this may give an edge to those in treasury, corporate finance, corporate banking and some areas of investment banking.

These Are The Business Issues Your Lawyer Can’t Help You With…

For one thing, unlike most deal documents, debt agreements are about more than borrowing money… in other words, more than just the deal at hand. A credit agreement also spells out the rules to run the borrower’s business while that agreement is in place — including how the company responds to competitors, business opportunities, changes in the marketplace, even lawsuits. If your loan agreements are too restrictive, you might see the borrower’s name end up in a headline similar to this one from the 9/16/11 edition of The Wall Street Journal: “Loan Was Solyndra’s Undoing.”

That’s not good for the borrower or the lenders.

With a landmine default, everything looks safe on the surface. But one misstep can violate the credit agreement and trigger a default beneath the surface. This may seriously harm or even destroy the borrower financially… and cost the lenders some serious money, too.

That’s why we’re offering you the opportunity to join our masterclass, “How To Negotiate Your Syndicated Credit Facility: Discover the Landmines Your Lawyer Won’t Tell You About… And How to Defuse Them Before You Close the Deal.”

As a bonus, we’ll also talk about three strategies that an aggressive lender or investor can use to extract a type of ransom payment from the borrower and other lenders — and how you can protect yourself by knowing where the hidden defaults are in your documents.

We Don’t Know Of Any Other Company
That Offers This Type of Advanced Deal Documentation Training
On the Business Issues (Not the Legal Issues)…

This isn’t some general overview or one-day lecture about managing default risks in your loan documents. This is an in-depth, step-by-step training on how to negotiate a syndicated credit facility as a borrower or lender from a businessperson’s view (not a lawyer’s view). That’s because there are many business issues in a credit agreement that can’t be effectively negotiated by your lawyers. Again, this is also helpful for investors who don’t want to get blindsided by hidden defaults that can lead to large losses or as career training for certain finance professionals.

We’ll customize parts of the training to your experience level. If you know absolutely nothing about a syndicated loan, we’ll go over every article in depth — including the mechanics of how to borrow — so that you’ll have a clear and comprehensive understanding of how a syndicated loan works.

It’s Credit Risk Management At An Elite Level…

You don’t need to have any knowledge of the law. This program is designed to cut through the legalese to look at the business issues in your documentation, not the legal issues. Of course, you’ll still need a good attorney to review your own documents legally. But as we said earlier, lawyers won’t negotiate the business terms for you.

Our sample credit facility will be an unsecured, syndicated facility that allows for loans in U.S. dollars only and letters of credit in U.S. dollars and selected foreign currencies. That’ll give you a chance to see how foreign currencies are handled under a syndicated facility.

The types of loans available will be revolving credit loans, competitive bid loans and swingline loans. We’ll explain what those loans are and how letters of credit work during the program.

There will be one U.S. borrower and no guarantor. We won’t have time to deal with the specifics of non-U.S. borrowers.

After you learn how to negotiate this type of complex credit agreement, you’ll have an excellent framework for negotiating the many variations that a credit agreement can take. You’ll also have the foundation to negotiate other debt agreements.

Remember, the lenders under a credit agreement are senior creditors. That means your credit agreement will contain some of the toughest debt-related terms you’ll ever negotiate. That’s why we believe this experience will be invaluable for you.

By the time you’ve completed this training, we believe you’ll know how to negotiate a credit agreement better than many, if not most, finance professionals in Fortune 500 companies and major banks.

Here Are the 10 Modules in the Program…
and a Small Sample of the Landmines
We’ll Try to Help You Defuse…

Each module corresponds to an article in our sample credit agreement. The program is too extensive to list every topic covered. So here’s an overview of what we’ll discuss:

Module 1: Definition and Usage of Terms

Never underestimate the power of a definition to harm or destroy any party to a credit agreement. At least one of these definitions may determine when an investor can demand ransom in exchange for the borrower’s survival.

Module 2: The Credits

These are the operative provisions of borrowing and repaying loans. Here are just a few of the important issues you’ll need to consider:

• How a small and sometimes sneaky language change in the yield protection clauses may seriously impact how much a borrower compensates its lenders… (do you really want to take the chance that the other side knows this and you don’t?)…
• How and why the borrower should avoid making an optional prepayment with “dead money”… and what to do instead…
• How mandatory prepayment provisions may cause you trouble by conflicting with covenants in your credit agreement and mortgages on the borrower’s real property… what to watch out for and how to fix the problem… (this is often missed by both sides before closing, but an aggressive investor may be able to capitalize on it after closing)…

Module 3: Conditions of Borrowing and Issuance of Letters of Credit

Even a small mistake here may mean the borrower won’t be able to access funds or the lenders will be committed to lend under unacceptable circumstances. For example, we’ll look at the loopholes and landmines of the Material Adverse Change definition, including the one explosive word that every borrower should fight to delete.

Module 4: Representations and Warranties

Negotiating reps and warranties is a dance between the borrower trying to get the maximum latitude to borrow and the lenders trying to minimize their risk that the borrower’s ability to repay has deteriorated.

One ill-chosen word may mean the difference between having access to credit or facing a liquidity crisis for the borrower… and, for the lenders, between being committed to lend to a financially strong company or one heading toward a financial crisis.

Here’s a small sample of what we’ll cover:

• How the difference between “could” and “would” may limit the borrower’s access to funding or even cause an unexpected default that allows an unfriendly investor to hold the borrower up for ransom…
• How a seemingly minor mistake in wording a representation may cause an immediate event of default… and why this may provide another opportunity for an aggressive investor to profit from your mistake at your expense… (hint: even the most sophisticated borrowers, lenders and their attorneys often miss this one!)…
• How to negotiate those tricky representations that may become untrue through events outside the control of the borrower… and how each side may want to protect itself from catastrophic loss…

Module 5: Affirmative Covenants

Affirmative covenants are things the borrower promises to do over the life of the credit agreement. The push-pull with all covenants is that the lenders want to minimize change to reduce risk, but the borrower wants maximum flexibility to operate its business so it can compete effectively.

Here are a few examples of what we’ll discuss:

• An often overlooked — and sometimes buried — covenant that, under certain circumstances, may wipe out any grace periods you’ve negotiated to cure defaults… (yes, those unfriendly investors can hold you up for ransom on this one)…
• The one covenant the borrower should always argue to delete if it has a compliance with laws covenant and a liens covenant… or the borrower may have a costly conflict on its hands…
• A tricky covenant that should at least cross-reference related provisions in other agreements or you may inadvertently trigger cross-default or cross-acceleration clauses in those other agreements… (again, this is something even the pros often miss!)…

Module 6: Negative Covenants

Negative covenants are things the borrower promises NOT to do over the life of the credit agreement. Again, negotiating covenants is a critical balancing act between the lenders limiting their risk and the borrower retaining the flexibility to compete in the marketplace and grow its business.

Here are some of the important points we’ll discuss:

• The three parts of every negative covenant and how you must construct the covenant correctly or it won’t make sense… (do this wrong and the borrower and lenders may become locked in a legal battle over what’s prohibited under a specific covenant)…
• Why you must carefully carve out exceptions to your negative covenants or they could conflict with certain affirmative covenants and events of default and cause serious problems for the borrower, especially if the borrower isn’t aware of the conflicts… (we’ll show you some of the more common conflicts and possible solutions)…
• A critical exception the borrower must get to its liens covenant (and debt covenant, if applicable) that may mean the difference between life and death for the borrower…
• Why the borrower may want to structure a particular negative covenant to conflict with other provisions in the agreement and deliberately cause a liquidity crisis for the company… (just be sure you do this on purpose and not by accident or you may be in for an unpleasant surprise)…
• How subordinated debt holders may blindside the borrower and lenders in a syndicated loan with a ransom demand you can’t ignore… and what you need to know to protect yourself… (you can’t afford to ignore this!)…

Module 7: Financial Covenants

We’ll look at the four main items to negotiate for each financial covenant. Then we’ll examine some of the most common financial covenants — including how to sidestep landmines often associated with those covenants.

Module 8: Events of Default

We’ll clarify the difference between a default and an event of default. We’ll also discuss how lenders approach remedies in the real world… which may be different than what’s spelled out in the credit agreement.

Here are just a few of the potential landmines we’ll discuss:

• How a common cure may kill the borrower by effectively wiping out any grace periods in the credit agreement… how it may open the door for a ransom demand from an aggressive investor… and what you need to negotiate to protect your interests…
• The one item the borrower should never agree to include in a judgment default… and why the borrower would be unfairly penalized if it is…
• A vague event of default the borrower should NEVER agree to include in a credit agreement… and where you can insert a similar provision instead to give the lenders the option to negotiate with the borrower without triggering an immediate event of default…

Module 9: The Administrative Agent

This article should be checked most closely by the lenders. But often, these are standard provisions they’ve agreed to countless times. So this isn’t a part of the credit agreement that requires much attention.

Module 10: Miscellaneous

Many people skip the miscellaneous or “boilerplate” provisions. That’s a mistake. Aggressive investors get their power from the boilerplate.

This article contains the voting provisions of your credit agreement. The wrong language here may cause a liquidity crisis or even bankruptcy for the borrower. These are also the provisions that an aggressive investor may use to extract ransom-type payments from the borrower.

How the Program Will Be Delivered…

We’ll discuss a 100+ page sample credit agreement. You may download it from the Internet or receive it as an email attachment.

Then the program will be delivered through a series of 60- to 90-minute conference calls once a week. Although there are 10 modules, there may be more than 10 calls because some longer modules may require more than one call.

You’ll be able to email us questions between conference calls. At our discretion, we’ll answer some questions on the calls and others by email. There may also be some short additional materials delivered to you by email.

Who May Benefit from This Program…

This program covers how to effectively negotiate the business issues in a syndicated loan agreement (whether a borrower or lender). This is NOT a legal drafting course.

It’s also good for investors who want to better understand default risks… and as career training for those in treasury, corporate finance, corporate banking and some areas of investment banking.

You may benefit from this program if you already work or want to work in, with or for:

• Private or Public Borrowers
• Corporate Finance or Treasury
• Corporate Development
• Corporate Banking or Corporate Lending (for mid- to large-size borrowers)
• Credit Risk Management, Credit Analysis or Credit Documentation
• Investment Banking (if your area has any involvement with syndicated loans)
• Institutional Investors
• Finance Companies
• Loan Traders (we’ll cover loan documentation issues only, not actual loan trading)
• Loan Management
• Finance Law (if you want a better understanding of how the business issues may be negotiated in a syndicated loan — again, this is NOT a legal course)
• Anyone else interested in syndicated loans.

No prior knowledge of credit agreements, legal issues or negotiation is necessary.

About Your Instructor…

Your program instructor has negotiated billions of dollars of financing deals in both U.S. dollars and foreign currencies for Fortune 500 companies. A few deals were small (less than $20 million); most were hundreds of millions or more in the applicable currency.

Your instructor has negotiated both simple and complex deals, such as credit facilities, bond issuances, municipal bond issuances, private placements, stock issuances, project financings, joint ventures, interest rate and currency swaps and more.

Program Size Is Usually Limited to 20 People or Fewer…
Register Now To Ensure Your Spot…

Negotiating skills are the currency of business. By the time you’ve completed this training, we believe you’ll know how to negotiate a syndicated credit agreement better than many, if not most, finance professionals in Fortune 500 companies and major banks. That’s why we believe this experience will be invaluable for you.

Space is limited. Sign up now to secure your spot…

Temporarily Unavailable

We accept MasterCard, Visa, Discover, and Paypal.

Although many advanced programs presented in person or by conference call don’t offer refunds, we want this to be an exceptionally positive experience for you. As a result, we offer the following refund policy: you may request a refund of your purchase price (less $300) by the end of the day (that’s 11:59 PM, New York City time) on the day of your first class. That means you can attend the first class and, if it’s not for you, request a refund (less $300) before the end of that day (New York City time). After that, there will be no refunds.

In all cases, we retain $300 to cover some processing costs and to ensure that only serious negotiators enroll.

Space is limited. Sign up now to secure your spot…

Temporarily Unavailable

If you have questions or concerns about whether this program is a good fit for you (or if other days and times are available), we encourage you to call us at 412-502-6335 or click here to contact us online before you enroll. Otherwise, someone else may lose the spot you’ve taken.