Corporate & Securities

Corporate Finance

Recorded on: Feb. 5, 2010

SPEAKER 1: Welcome back from lunch everybody. This is going to be our private equity panel. We should have some fun on this one. In this panel we're going to focus on the recently issued private equity principles paper that was published by the Institutional Limited Partners Association that has gotten a lot of attention from both the L.P. and G.P. communities. For those not familiar with ILPA, it's an organization based in Canada that has, as its ...

Recorded on: Mar. 10, 2010

MODERATOR: OK. We're going to start our next panel on key issues in negotiation. And our first panelist is Michael Aiello. He is a Partner at Weil Gotshal. And he is a member of the M&A practice at Weil Gotshal. Next to Michael is Eileen Nugent. She is a Partner at Skadden Arps. She is the leader and co-head of the firm's Private Equity Group. And next to Eileen is Clair O'Brien, who is a Partner at Sherman & Sterling. And she's worked on ...

Recorded on: Mar. 10, 2010

LAUREN ESPOSITO: Good morning my name is Lauren Esposito and I'm a program attorney with the Practising Law Institute. It is my pleasure to welcome you to Going Private 2010: Doing the Deal Right. A welcome to our webcast attendees and a special thank you to those of you who made it in the snow storm. The chairs of today's program are Frank Aquila and Nancy Wojats. Frank is a partner at Sullivan and Cromwell. He advises a broad range of clients on ...

Recorded on: Mar. 10, 2010

OK. First, I guess, is there any questions, either in the room or on the web, about really anything that we've covered, or have talked about today? because I know we've covered a pretty wide area in a relatively short period of time. So is there anything that anyone has as a question? NANCY: Actually, let me just raise a couple of questions that kind of came up during the course of this thing. So special committee compensation. I think there was ...

Recorded on: Mar. 10, 2010

FRANK: From the very first program segment this morning, one of the topics that has come up repeatedly, and certainly in the very last panel came up quite a bit, is financing. And while that has always been an issue in going private transactions and private equity transactions, it has never been more of an issue than what we've seen in the last two years or so. And we have two terrific drug speakers to talk about this. First is, to Nancy's right, ...

Recorded on: Mar. 10, 2010

WILLIAM ALLEN: Thank you Nancy. Good morning, its a pleasure to be with you today and following what I thought was really a fascinating and interesting first panel. We're going to turn from the business side to the legal side. The mission of our panel is to provide some overview of the judicial review, the back end, the extreme back end of transactions. When, after its all done and there's a law suit -- as there always is -- how is a court going ...

Recorded on: Mar. 10, 2010

FRANK: OK, we're going to get started again. Now we're, as you can tell, the pattern of the day is to go from the very broad to the more specific. So we're going to start to get a little bit more specific. And as I think everyone knows, in many going private situations, the special committee is called for. And to some extent, many directors sort of react to any proposal that may have any issues surrounding it with saying, oh, don't we need a special ...

Recorded on: Mar. 18, 2010

DAVID: All right. We're back for our second panel on recent trends and developments. The second panel will examine in detail recent trends and developments, picking up on some of the themes that we raised in the overview and talking a little further about what has changed and what has stayed the same. And for our second panel, we have with us Ann Makich, who is a partner with Cahill. Her practice focuses I think principally on the lender and arranger ...

Recorded on: Mar. 18, 2010

DOUGLAS CRUIKSHANK: I'm going to stand up, and as I was digging my car out of the snow this morning I had a chance to reflect on, I guess this is the fourth year now that I've spoken here, and some of the things I've said before and what happened after that. So in the past what I've done is I've likened the markets to a frat or a sorority party, and try to make an analogy there as to what happened and what started out in late '06 and '07 as a pretty ...

Recorded on: Mar. 18, 2010

SPEAKER 1: Well, it's 1:30. Welcome back. We're here for two afternoon panels, starting with our panel on restructuring and distressed M&A financing. We tend to set the agenda for these programs many many months in advance, but this year it did not take a great deal of foresight to think that a panel on this topic would have a lot of interesting things to talk about, and indeed, they do. And to introduce the panel: Next to me to my right is ...

Recorded on: Mar. 18, 2010

SPEAKER 1: We have the final panel today. We have three participants, one of whom's on the telephone. The one on the telephone is Elliott Ganz, who I think all of you know as the General Counsel of the LSTA. We're very fortunate to have him. He's a Long Island person, along with Allen Parkins this morning. So he suffers from this snow thing worse than other people. And then we have John Kibbe here in the middle. He's one of the founding partners ...

Recorded on: Mar. 30, 2010

SPEAKER 1: OK, good morning, everyone. Welcome back for day two of The Nuts and Bolts of Financial Products. We're going to start today, a rainy day in New York, with a presentation on securitization to be given by Stuart Litwin, who's back again. Stuart did this last year at least once, maybe more. Thank you, Stuart. Stuart is a partner and the co-head of the global securitization group at Mayer Brown LLP. He's one of the leading lawyers in the ...

Recorded on: Apr. 5, 2010

OK Why don't we get started here. Welcome back from lunch. For our next panel, I want to introduce the two speakers. They're going to talk about key issues in follow-on financing rounds. So this is the next logical sequence we've gone through, who the players are, typical structures for a first round, and then mock negotiations. And now they're going to go through the key issues that you're going to run into in later rounds, Series B, Series C, so ...

Recorded on: Apr. 5, 2010

OK, and with that we'll start our first panel, which is anatomy of a venture capital deal. I think that Sarah and Ellen-- now this is the third time you guys have done this? ELLEN: We're still training for the more advanced topics one on the West Coast. So maybe next year we'll get chosen for that one. DROR FUTTER: Once they finally get it right we will move them up. But they're definitely a great way to start the morning. Ellen is a corporate ...

Recorded on: Apr. 5, 2010

OK, welcome back from the break. For our next panel, we're going to try to bring everything together in a mock negotiation. I think in context, some of these principles just become much more easier to understand. So let me introduce the panel. You've met Dror and I. And to my right here is Robert Munden, who is corporate counsel at Safeguard Scientifics in the Philadelphia area, who I worked with for years. And at the end to Dror's right is Scott ...

Recorded on: Apr. 5, 2010

SPEAKER 1: OK. We're in our home stretch. Let me introduce the second to last panel. This is a panel on exit strategies. So following our natural sequence the next step would be to think about how to sell a company or sell it to the public, hopefully, to make an exit for the investors. On the panel to Dror's right is Graham Robinson. Graham is a partner in the Boston office of Wilmer Hale. He's actually the newly minted vice chair of the corporate ...

Recorded on: Apr. 5, 2010

So with the goal of preserving the sacred PLI principle of not going past the finishing time for the day, I'll start the introductions as our panelists are making their way up. Pleased to have with us Deirdre Cunnane, who's the general counsel of Advanced Technology Ventures. She joined ATV in 2006 and has more than 20 years of experience in the venture capital and private equity space. Prior to that she had various positions at Bank Boston Ventures, ...

Recorded on: Jun. 21, 2010

ERIC: All right, so maybe we can just while everyone's taking their seat, and we're getting name tags going. The next panel is on capital structure. And this panel is, as its name implies, going to discuss capital structuring, including a run through of the various alternatives that companies have in raising capital, which obviously informs their capital structure. And they're going to use case studies, which is, I think, a fancy term for examples ...

Recorded on: Aug. 11, 2010

SPEAKER 1: Alright guys, keeping on schedule here, cause we've got a break and we've got one more session after this also, so we want to stay on schedule for all of you. We're going to move into our next section of the day, which is Capital Structure. And we've got two speakers here on the panel with us, Jonathan Isler and Carlos Schmidt. Again, to say a few words here, I'm looking at these lengthy bios with a lot of background and I'm trying to pull ...

Recorded on: Jan. 20, 2011

SPEAKER 1: OK, welcome back from your break. On our next topic, we're going to cover Purchase Money Security Interest and Consignments. And for this presentation, I'm proud to introduce Ken Karl from Sheppard Mullin in Los Angeles and I thank him for flying out here. And as you may remember this morning, I introduced one of the speakers and told you that he'd given me my first job out of law school. Well, Ken has done something slightly even more ...

Recorded on: Jan. 20, 2011

KENNETH CHIN: OK so good afternoon and welcome back from lunch. I hope you all enjoyed your lunch. This afternoon, I'm going to focus my presentation on something which I've titled Common Assets and Uncommon Collateral. As you heard this morning, you heard a lot of the technical UCC terms being thrown around and those of us who practice in the field generally understand what sort of assets fit into what sort of asset categories, but a lot of people ...

Recorded on: Jan. 20, 2011

PENELOPE L. CHRISTOPHOROU: We're going to begin now. If everyone can take their seat. So we're going to be turning now to some special collateral types that were alluded to in Ed's and Steve's presentation, but as to which I'm going to go into a bit more detail. These are deposit accounts, securities accounts, and letters of credit. Basically we're going to go over what exactly these categories are, the role of control with respect to these categories, ...

Recorded on: Jan. 20, 2011

STEVEN O. WEISE: Thanks Penny and Ken. As Penny said, feel free to ask questions as I go. Just sort of wave your arms and I'll try to see you and get back to you. In terms of materials, there's an outline starting at page 25 of the book and there was a handout, which is the traditional ubiquitous PowerPoint. Which is substantively the same and follows the same order as the outline in the book. So whatever your preferences is, you'll get the same ...

Recorded on: Jan. 27, 2011

RICHARD A. GOLDBERG: OK. We're going to get started again. The next topic is one that I'm going to be covering, and that is the negotiation of the purchase agreement. When you think about negotiating a merger agreement or an acquisition agreement, the first thing you think about are the kinds of representations that the parties will be making to each other, even in terms of selecting even an appropriate form of agreement and beginning. If there's ...

Recorded on: Jan. 27, 2011

SPEAKER 1: Morning. We're going to get the program started this morning with a discussion about financing for the transaction and we're fortunate to have David Morse, who is a partner at Otterbourg Steindler, to talk to us about that topic. David represents lenders, generally, for his practice. And so, he might reveal a certain bias in his discussion, but maybe he'll give you a few secrets about negotiating with lenders. DAVID MORSE: OK. Thank you, ...