VAT on Virtual and Online Programmes
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Masterclass in Corporate Loan Restructuring
Join a cohort of ambitious learners with our fully online, self-paced certificate programmes
Led by industry experts in a modern, engaging and flexible format, these 4-6-week intensive programmes are design to develop real expertise, challenge your thinking, and build confidence. Built using our social learning platform, the Euromoney Masterclasses consist of weekly on-demand lessons with intermittent live interactive classes/Q&As with a Euromoney subject matter expert to discuss the latest modules and reinforce key takeaways.
This programme has been designed at an Intermediate level, requiring an understanding of business credit and financial analysis expected of a lender with at least 2-3 years’ practical experience.
While it is suitable for those new to handling problem loans, in the current environment where bankers are handling the fallout from the pandemic, it is also relevant to all business & corporate relationship officers as well as their colleagues in the credit department:
• Credit officers/managers
• Workout officers
• Restructuring officers
• New entrants to fund manager/private equity special situations & distressed debt teams
• German automotive components firm
• U.S. restaurant chain
• U.S. “flag” hotel
• Saudi consumer products distributor
• U.K. parcels delivery business
• G.C.C. producer of construction materials
• U.K producer of biofuels
Note - A good level of spoken and written English is required to attend this course. Delegates should be of an intermediate standard in English at a minimum. Please refer to the Common European Framework of Reference for Languages - as a guide the level required is B2.
Start Date - 8th September 2020WEEK ONE - A STRUCTURED APPROACH TO UNDERSTANDING THE PROBLEM
Delegates wishing to take this course will receive their access from the date above. Materials will be provided on Euromoney's Social Learning platform, and will be a mix of weekly on-demand lessons with intermittent live interactive classes/Q&As with Euromoney Faculty to discuss the latest modules and reinforce key takeaways.
The course is designed to be primarily self-paced, but allows participants to meet and collaborate with fellow participants, learn from and speak to expert faculty, and access a wealth of learning materials.
Topic 1 – A principled approach to the recovery of business lending
By the end of this topic, participants will be aware of the array of challenges encountered in negotiating out-of-court solutions and the need for a principled approach:
• Distinguishing between "economic distress" and "financial distress";
• Advantages and disadvantages of out-of-court versus in-court solutions;
• Barriers to going concern solutions;
• Restructuring principles
Topic 2 – A disciplined approach to handling technical and cash defaults
By the end of this topic, participants will appreciate the factors to be taken into consideration when faced with the choice of waiving/calling an event of default. Their analysis will be supported by a structured decision-tree:
• Decision-tree approach to breaches;
• Potential consequences of calling default;
• Where other lenders have cross-default clauses;
• Where other lenders have cross-acceleration clauses;
• Whether the breach is temporary or structural
Topic 3 – Introduction to the key restructuring tools and techniques
By the end of this topic, participants will be aware of many of the key techniques to be addressed throughout the programme through presentation of a case for which the trainer developed the financial restructuring:
• Practical use of independent business reviews to improve our information base, assisting in root cause analysis and how to address the business’ problems;
• The critical importance of the right management and how to ensure their appointment;
• The need for restructurings to be fully-integrated;
• Equitable treatment, preservation of PV and how the instruments can be engineered to deliver this;
• Tailoring debt service to expected cash flows;
• Evaluation of exit options, and
• The importance and types of controls during restructuring period.
By the end of this topic, participants will be able to conduct a structured analysis of what led to the firm's distress and what needs to be done to address such issues. This is of critical importance because, for a financial restructuring to be feasible, we must first ensure that the underlying causes have been fixed:
• Define the problem;
• Gather information, data and evidence;
• Identify all issues and events that contributed to the problem;
• Determine root causes;
• Identify recommendations for eliminating or mitigating problem recurrence;
• Implement the identified solutions
WEEK TWO - SETTING UP A SUCCESSFUL TURNAROUND
Topic 1 – How to manage multiple lender situations
By the end of this topic, participants will be aware of the potential conflicts and complexities implicit in multi-lender restructurings, and how the divergent interests can bet be managed:
• Overview of the different types of lender and their priorities;
• Different lenders' objectives and strategies;
• London Approach/INSOL 8 Principles;
• Co-ordinating committees, their appointment/objectives/rights/objectives/management;
• Appointing advisers
Topic 2 – The design and negotiation of Standstill/Forbearance/Moratorium Agreements
By the end of this topic, participants will understand when to concede payment moratoria to their borrowers and how such should be structured to both mitigate the risk of lost time and enhancing potential returns from the solution:
• When is a standstill (in)appropriate?;
• Structuring the standstill agreement;
• What should happen during a Standstill period?
Topic 3 – How to enhance our information base
By the end of this topic, participants will be aware of the inadequacies of the existing information at their disposal as a base for considering whether to support an out-of-court solution. They will be able negotiate with management for the completion of independent business review based upon a terms of reference tailored to the specific situation:
• In what circumstances do we require an IBR & what are the alternatives?;
• Selecting the right consultant and reporting lines;
• Responsibility for payment of fees and co-operation with consultant;
• Topics frequently covered in IBR;
• Drafting the terms of reference;
• Linking consultant's appointment with the Standstill;
• Using the IBR outputs
By the end of this topic, participants will be able to negotiate with management for the appointment of suitably qualified individual/firm that will relieve some of the work pressures and lead the firm through a successful turnaround:
• Rationale for appointment;
• Candidate selection;
• Appointment process;
• Reporting lines;
• Fee structure;
• Developing firm objectives/deliverables within terms of reference;
• Engagement letter;
• CRO clause within standstill agreement
WEEK THREE - ASSESSING SUITABILITY OF A GOING CONCERN SOLUTION
Topic 1 – Assessment of the potential of the firm to return to viability
By the end of this topic, participants will have a framework for evaluating whether the distressed firm has a reasonable prospect of returning to viability and is thus worthy of support in a going concern restructuring:
• Analysis of industry prospects;
• Position of the firm within its sector and extent of any sustainable competitive advantage;
• The strength of the business’ key customers/groups of customers – as a source of future revenues and underpinning the quality of the debtor portfolio (both vital producers of cash);
• The strength of the business model and whether this is fit for purpose;
• Strength of management;
• Analysis of management's recovery plan;
• Assessing the risk from other stakeholders’ claims and how to manage these
Topic 2 - How the relevant insolvency framework shapes our restructuring activities
By the end of this topic, participants will be aware of the key components of insolvency frameworks and how these shape the development of recovery solutions:
• Determining which member state has jurisdiction; EU Insolvency Regulation; centre of main interests (“COMI”); main proceedings; territorial proceedings;
• Flexibility of the system;
• Hardening periods;
• Actions re. fraudulent transfers and preferences;
• Actions re. equitable subordination;
• Rescue proceedings/Liquidation options;
• Who runs the business and makes key decisions?;
• Personal liability of directors;
• Lender liability;
• Shadow directorships and differing perspectives by jurisdiction;
• Preferential creditor claims;
• Pre-packaged solutions;
• Jurisdictional differences
Topic 3 – Constructing and evaluating insolvency/outcomes models
By the end of this topic, participants will be able develop models estimating the return to all levels of stakeholder from each of the recovery solutions under consideration and appreciate their use in guiding the final workout solution:
• Estimating asset values under each option;
• Allocating cash distributions according to the absolute priority rule/ relevant company law and insolvency framework/structural and contractual subordination;
• Identify where the value breaks, which are the impaired classes and who is in a position to control the outcomes;
• Introduction to, and application of, decision frameworks
Topic 4 – Valuing the distressed firm and its assets
By the end of this topic, participants will be able to perform a business valuation taking into consideration the additional challenges inherent in distress:
• Illogicality of going concern assumptions implicit within DCF and relative value approaches;
• Trade-off between fair market value and urgency of need for cash from disposals;
• Problems inherent in adjusting DCF for probability of distress;
• Problems of absence of market parameters/comparables;
• Latest techniques;
• Valuing intangibles;
• Specifics relating to licensing agreements
Topic 5 – Distressed debt investors as a potential exit
By the end of this topic, participants will be able to make the calculations of the weighted return typically performed by distressed debt investors:
• Developing assumptions for upside/base/downside cases within our forecast model;
• Analysing cash flow, liquidity and financial covenant tests under each case;
• Estimating asset value under each case;
• Constructing a cash waterfall under each case;
• Calculating yield to maturity for each;
• Applying probabilities to the outcomes to arrive at a weighted return
Topic 1 – Designing the financial restructuring
By the end of this topic, participants will be able to negotiate a restructuring term sheet tailored to the operational and strategic restructuring of the borrower:
• Considerations when developing proposals;
• Assessment of debt capacity;
• Sources of cash (e.g. operations, asset disposals, new equity);
• Cash waterfalls and committed debt service;
• Structuring performance-based incentives;
• Situations where debt relief is/is not appropriate;
• Controls during restructuring period, and
• Controls post-restructuring date.
Topic 2 - How to ensure that the lender achieves an appropriate risk-adjusted return
By the end of this topic, participants will be able to structure transactions providing an appropriate return for risk against the constraints of the borrower’s ability to pay, rewarding the lender for co-operating in time-consuming solutions with higher than desired risk profiles:
• Estimating the lender's risk-adjusted return on capital on origination;
• Calculating how far the risk-adjusted return has deteriorated;
• Techniques for closing the pricing gap: fees (waiver/restructuring/success/deferred financing) PIK interest; roll-up; warrants; participation fees;
• How to determine whether the projected returns are "fair" to each relevant stakeholder
Topic 3 – Debt for Equity swaps as a viable restructuring technique
By the end of this topic, participants will be aware of the key features of a debt to equity swap and how this technique can be structured as a viable restructuring solution:
• Circumstances in which a Debt for Equity swap can be a viable solution;
• The mechanics;
• How much debt should be written-off?;
• How much equity should the lender be given?;
• Which class(es) of equity should be used?;
• Structuring the converted equity instrument;
• Managing the converted investment;
• Planning the exit;
• Accounting considerations;
• Regulatory concerns
Topic 4 – Choosing among recovery options
By the end of this topic, participants will be able to select the optimal choice among the competing recovery options:
• Which returns the best present value?;
• Relative complexity of each option;
• Cost to achieve each option;
• Relative probabilities of success;
• Range of possible outcomes
Our Tailored Learning Offering
Do you have five or more people interested in attending this course? Do you want to tailor it to meet your company’s exact requirements? If you’d like to do either of these, we can bring this course to your company’s office. You could even save up to 50% on the cost of sending delegates to a public course and dramatically increase your ROI.
If you want to run this course at a location convenient to you or if you want a completely customised learning solution, we can help.
We produce learning solutions that are completely unique to your business. We’ll guide you through the whole process, from the initial consultancy to evaluating the success of the full learning experience. Our learning specialists ensure you get the maximum return on your training investment.
We have a combined experience of over 60 years providing learning solutions to the world’s major organisations and are privileged to have contributed to their success. We view our clients as partners and focus on understanding the needs of each organisation we work with to tailor learning solutions to specific requirements.
We are proud of our record of customer satisfaction. Here is why you should choose us to help you achieve your goals and accelerate your career:
- Quality – our clients consistently rate our performance ‘excellent’ or ‘outstanding’. Our average overall score awarded to us by our clients is nine out of ten.
- Track record – 10/10 of the world’s largest banks have chosen us as there training provider and we have delivered training across the largest banks and have trained over 25,000 professionals.
- Knowledge – our 100+ strong team of industry specialist trainers are world leading financial leaders and commentators, ensuring our knowledge base is second to none.
- Reliability – if we promise it, we deliver it. We have delivered over 25,000 events both in person and online, using simultaneous translation to delegates from over 99 countries.
- Recognition – we are accredited by the British Accreditation Council and the CPD Certification Service. In an independent review by Feefo we scored 4.2/5 on service and 4.7/5 on Coursecheck
BiographyWith more than 30 years’ experience in banking and financial services, Adrian specializes in delivering practical and interactive training programmes in the areas of credit, origination, corporate restructuring, financial analysis, and loan workout up to an advanced level. Before becoming a trainer and consultant, he worked as a regional director for the National Australia Bank Group’s corporate and institutional banking division.