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Corporate Finance
Corporate Finance Leveraged Finance/Europe Through the Looking Glass: Special Report European Mezzanine Revisited Analysts Executive Summary Pablo Mazzini So it was all just a bad dream. The steep declines in pricing, +44 20 7417 3540 further subordination from Second Lien, weak covenants, lower [email protected] equity contributions and constant pre-prepayments and recycling Edward Eyerman of the same credits at higher leverage and lower spreads over the +44 20 7862 4056 last three years, were all a bad dream! What a difference a crisis [email protected] makes, as European Mezzanine investors anticipate a return to bank-driven structures with modest leverage, amortising debt, tighter covenants and pricing more in line with the equity-type risk borne by subordinated creditors to risky borrowers. Other Related Research 1. “European Mezzanine Reconsidered” Of course, we are yet to witness the emergence of post-H107 (16 October 2003) trends in the European leveraged credit markets, though once 2. “The European Mezzanine Market in 2003: Still Upwardly Mobile?” transactions trickle through – and they will – Fitch anticipates a (24 March 2004) material pull-back to terms and conditions for Mezzanine more 3. “The Inevitable Rationalisation: The consistent with the bank-driven structures of 2002-2004 than the European Mezzanine Market in H104” non-bank structures that evolved from 2004 to H107. This means (25 August 2004) that together with European regional banks, which remain open for 4. “A Record Year for a Bifurcated business in the senior secured leveraged loan market, European Market: The European Mezzanine Mezzanine funds anticipate considerable structuring and pricing Market in 2004” (22 February 2005) power. -
PRIVATE EQUITY DEMYSTIFIED an Explanatory Guide
Financing Change PRIVATE EQUITY DEMYSTIFIED An explanatory guide John Gilligan and Mike Wright Financing Change An initiative from the ICAEW Corporate Finance Faculty This is the first report to be published under Financing Change, the thought leadership programme of the ICAEW Corporate Finance Faculty. The faculty is the world’s largest network of professionals involved in corporate finance and counts accountants, lawyers, bankers, other practitioners and people in business among its members. Financing Change aims to advance the economic and social contribution of corporate finance activity by promoting better understanding and practice. Once a niche market for finance, private equity today competes with the public markets as a provider of equity capital, and is the owner of many large companies which are household names and major employers. Private equity has been the subject of public debate in many jurisdictions and a number of common public policy challenges have arisen. If future private equity deals are to achieve their full economic potential and avoid being constrained unnecessarily by legislators and regulators, it is important that dealmakers continue to have regard to the context in which private equity transactions take place, and that greater effort is made to provide all stakeholders with clear, transparent and objective information. Private equity demystified – An explanatory guide was commissioned to shed light on the motivations of the main participants in private equity transactions and on their risks and rewards. It deals with issues of international relevance, using UK-specific examples to illustrate operating models, remuneration practices, employment regulations and taxation policy. The report also includes a review of academic studies on private equity transactions from around the world. -
Changing Sources of Real Estate Debt Capital: Facts and Implications
Investment Property Forum New Broad Street House Changing Sources of 35 New Broad Street London EC2M 1NH Real Estate Debt Capital: Telephone: 020 7194 7920 Facts and Implications Fax: 020 7194 7921 Email: [email protected] Web: www.ipf.org.uk MAY 2017 FULL REPORT Printed on recycled paper This research was commissioned by the IPF Research Programme 2015 – 2018 Changing Sources of Real Estate Debt Capital: Facts and Implications This research was funded and commissioned through the IPF Research Programme 2015–2018. This Programme supports the IPF’s wider goals of enhancing the understanding and efficiency of property as an investment. The initiative provides the UK property investment market with the ability to deliver substantial, objective and high-quality analysis on a structured basis. It encourages the whole industry to engage with other financial markets, the wider business community and government on a range of complementary issues. The Programme is funded by a cross-section of businesses, representing key market participants. The IPF gratefully acknowledges the support of these contributing organisations: Changing Sources of Real Estate Debt Capital: Facts and Implications 4 Report IPF Research Programme 2015–2018 May 2017 © 2017 - Investment Property Forum Changing Sources of Real Estate Debt Capital: Facts and Implications Research Team Hans Vrensen, Hans Vrensen Consulting Limited Nicole Lux, Consultant Neil Blake, CBRE Project Steering Group Rob Martin, LGIM Real Assets Matthew Bennett, Wells Fargo Bank International Anne Breen, Standard Life Investments Richard Day, Deutsche Asset Management Christian Janssen, TH Real Estate Pam Craddock, IPF Acknowledgements The authors thank their team members at CBRE, and PwC and Clifford Chance for their assistance. -
Notice to Holders of Cerberus Loan Funding XVI LP And, As Applicable, Cerberus Co-Issuer XVI LLC and Notice to the Parties List
Global Corporate Trust 190 S. LaSalle Street, 8th Floor Chicago, Illinois 60603 Notice to Holders of Cerberus Loan Funding XVI LP and, as applicable, Cerberus Co-Issuer XVI LLC CUSIP ISIN Rule 144A Rule 144A CUSIP ISIN 1 Class Global Global Regulation S Global Regulation S Global Class A-1T Notes 15672YAA8 US15672YAA82 G2030TAA7 USG2030TAA72 Class A-1F Notes 15672YAC4 US15672YAC49 G2030TAB5 USG2030TAB55 Class A-1L Loans 15672YAE0 US15672YAE05 G2030TAC3 USG2030TAC39 Class A-2 Notes 15672YAG5 US15672YAG52 G2030TAD1 USG2030TAD12 Class B Notes 15672YAJ9 US15672YAJ91 G2030TAE9 USG2030TAE94 Class C Notes 15672YAL4 US15672YAL48 G2030TAF6 USG2030TAF69 Class D Notes 15672YAN0 US15672YAN04 G2030TAG4 USG2030TAG43 Class E Notes 15673AAA9 US15673AAA97 N/A N/A and notice to the parties listed on Schedule A attached hereto. Notice of Proposed Supplemental Indenture PLEASE FORWARD THIS NOTICE TO BENEFICIAL HOLDERS Reference is made to that certain Indenture, dated as of November 17, 2016 (as amended, modified or supplemented from time to time, the “Indenture”), among Cerberus Loan Funding XVI LP (the “Issuer”), Cerberus PSERS GP, LLC (the “General Partner”), Cerberus Co-Issuer XVI LLC (the “Co-Issuer” and, together with the Issuer, the “Co-Issuers”), Cerberus PSERS Levered Loan Opportunities Fund, L.P. (the “Servicer”), and U.S. Bank National Association, as trustee (in such capacity, the “Trustee”). Capitalized terms used but not defined herein which are defined in the Indenture shall have the meaning given thereto in the Indenture. Pursuant to Section 8.2(b) of the Indenture, the Trustee hereby provides notice of a proposed supplemental indenture (the “Proposed Supplemental Indenture”) to be entered into among the Co-Issuers, General Partner, Servicer and the Trustee pursuant to Section 8.2 of the Indenture in connection with an Optional Redemption of the Debt pursuant to a Refinancing in accordance with Section 9.2 of the Indenture (the “Refinancing”). -
Inspire Brands Completes Acquisition of Dunkin' Brands
Inspire Brands Completes Acquisition of Dunkin’ Brands . Becomes second-largest restaurant company in the U.S. by system sales and locations . Inspire now encompasses: $26 billion in system sales; nearly 32,000 restaurants in 60+ countries; 600,000+ company and franchise team members; 3,200+ franchisees ATLANTA – December 15, 2020 – Inspire Brands, Inc. (“Inspire”) today announced the completion of its $11.3 billion acquisition of Dunkin’ Brands Group, Inc. (“Dunkin’ Brands”). With the addition of Dunkin’ and Baskin-Robbins, Inspire now encompasses nearly 32,000 restaurants across more than 60 countries generating $26 billion in annual system sales, making it the second-largest restaurant company in the U.S. by both system sales and locations. Inspire’s family of brands includes Arby’s®, Baskin- Robbins®, Buffalo Wild Wings®, Dunkin’®, Jimmy John’s®, Rusty Taco®, and SONIC Drive-In®. “We are very excited to welcome the Dunkin’ and Baskin-Robbins brands into the Inspire family. Dunkin’ and Baskin-Robbins are category leaders and two of the most iconic restaurant brands in the world,” said Paul Brown, Co-founder and Chief Executive Officer of Inspire. “This is an incredible moment in our journey as a company. I want to thank all our team members, franchisees and suppliers whose hard work helped make this possible.” The acquisition of Dunkin’ Brands furthers Inspire’s goal of bringing together a family of highly differentiated and complementary brands. Both Dunkin’ and Baskin-Robbins will benefit by leveraging the capabilities and best practices of Inspire’s shared services platform. Additionally, both brands will also benefit Inspire by adding a highly talented team, strong franchisee network, large and loyal customer base, scaled international platform, as well as a robust consumer packaged goods licensing capability. -
Treatment of Junior Corporate Debt in Europe April 2011 2 Corporates
Corporates Corporates EMEA Treatment of Junior Corporate Special Report Debt in Europe European HoldCo PIK and Shareholder Loans Analysts Executive Summary Cecile Durand‐Agbo This report identifies characteristics which allow Fitch Ratings to exclude HoldCo +44 20 3530 1220 [email protected] PIK (payment‐in‐kind) loans or notes and Shareholder Loans when determining a group’s IDR. Fitch assesses if these types of debt instruments increase the Matthias Volkmer probability of the default of the wider corporate group, as reflected in the relevant +44 20 3530 1337 [email protected] IDR. Edward Eyerman Features which support exclusion of these debt instruments in the Restricted +44 20 3530 1359 Group’s IDR (see page 2 for definition) perimeter include: [email protected] • the loans are unsecured and contractually subordinated, or more frequently Related Research structurally subordinated when issued by an entity outside the Restricted • Definitions of Rating and Other Rating Group; Opinions (August 2010) • the loans are PIK‐for‐life (without cash‐pay obligations or options) during the • European Leveraged Credit Review ‐ Stabilisation in Performance as Refinancing life‐time of the transaction; Approaches (January 2011) • the loans’ effective final maturities are longer dated than any of the more • Rating Approach to PIK Loans in Restructurings (June 2009) senior ranking debt elements in the group’s capital structure, and lenders do • European Holdco PIK ‐ Evolution and not possess independent -
Arby's Is an American Fast Food Sandwich Restaurant Chain with More Than 3,400 Restaurants System Wide and Third in Terms of Revenue
ARBY’S investment offering 4444 US-Business 220 Bedford (Outside Pittsburgh), PA 15522 ACTUAL SITE TABLE OF CONTENTS DISCLAIMER This Marketing Package was prepared by Wertz Real Estate Investment Services and DZ Net Lease Realty, LLC (“Broker”) solely for the use of prospective buyer considering the purchase of the Property within (the “Property”) and is not to be used for any other purpose. Neither the Broker nor the Owner of the Property make any representation or warranty, expressed or implied, as to the completeness or accuracy of the material contained in the Marketing Package. Prospective purchasers of the Property are advised that changes may have occurred in the physical or financial condition of the Property since the time this Marketing Package or the financial statements herein were prepared. Prospective purchasers acknowledge that this Marketing Package and the financial statements herein were prepared by Broker, and not by Owner, and are based upon assumptions or events beyond the control of both Broker and Owner, and therefore may be subject to variation. Other than current and historical revenue and operating expense figures for the Property, Owner has not, and will not, provide Broker or any prospective purchaser with any projections regarding the Property. Prospective purchasers of the Property are advised and encouraged to conduct their own comprehensive review and analysis of the Property. Financial Overview The Marketing Package is a solicitation of interest only and is not an offer to sell the Property. The Owner 3 and Broker expressly reserve the right, at their sole discretion, to reject any or all expression of interest or offers to purchase the Property and expressly reserve the right, at their sole discretion, to terminate Tenant Overview 4 discussions with any entity at any time with or without notice. -
John Markland Is a Partner in Dechert’S London Office
John D. Markland Partner London | 160 Queen Victoria Street, London, UK EC4V 4QQ T +44 20 7184 7887 | F +44 20 7184 7001 [email protected] Services Banking and Financial Institutions > Corporate Finance and Capital Markets > Global Finance > Leveraged Finance > Private Equity > John Markland is a partner in Dechert’s London office. He is co-head of the firm’s global leveraged finance practice and is consistently recognized as one of Europe’s most “highly experienced finance practitioner[s]” Chambers UK (2017). According to The Legal 500 (2018) he is "a true and rare rock star of leveraged finance". In the 2021 edition of Chambers UK, Mr. Markland is described by clients as being “an excellent partner who is very knowledgeable. He is a formidable negotiator and provides invaluable advice around complex mechanics in contractual agreements," as well as being “extremely commercial and pragmatic." He is also ranked and listed as a ‘leading individual’ for acquisition finance in The Legal 500 UK, 2021. Mr. Markland recently won a special commendation in The Legal Business Corporate Team of the Year Awards 2019 for his role in advising South Korea's SK hynix Inc., the single largest investor in the Bain Capital consortium's US$18 billion takeover of Toshiba's memory chip business unit last year, which is still the largest private equity-backed acquisition globally since 2015 (Thomson Reuters). Prior to joining Dechert in November 2016, Mr. Markland was a partner at Kirkland & Ellis for over 12 years. At Kirkland, Mr. Markland founded and led the European debt finance practice, which won the Dow Jones Private Equity News “Finance Team of the Year” Award for Excellence in Advisory Services in Europe and was consistently top-ranked in Chambers. -
PIK Commitment Letter Pdf 1,99MB
EXECUTION VERSION PRIVATE & CONFIDENTIAL To: Cobham Ultra PIKCo S.à r.l. (the “PIK Issuer” or “you”) 2-4, rue Beck L-1222 Luxembourg Grand Duchy of Luxembourg Attention: The Managers 13 August 2021 To whom it may concern, Project Neptune – PIK Commitment Letter 1 Introduction 1.1 We are pleased to set out in this deed (this “letter”) and in the PIK Term Sheet (as defined below) appended to this letter the terms and conditions on which we are willing to (in the amounts specified next to our names in the table in Appendix A (PIK Notes Proportions / Amounts)): (a) purchase and subscribe in cash for £315 million (equivalent) of private payment-in-kind toggle floating rate notes to be issued by the PIK Issuer in accordance with the provisions set out in the PIK Term Sheet (the “PIK Notes”); and (b) provide the related interim facility in a principal amount equal to the PIK Notes (the “Interim PIK Facility”), in accordance with the provisions of the Agreed Form Interim PIK Facility Agreement (as defined below), or, in each case, such lesser amounts as may be required (in the PIK Issuer’s sole discretion), as a consequence of the operation of the other provisions of this letter. 1.2 We acknowledge that certain arrangers and underwriters have agreed to arrange, underwrite and make available, an aggregate of: (a) a £1,025 million (equivalent) senior secured term loan facility (“Facility B”) to be made available in the tranches and currencies described in the Senior Facilities Term Sheet (as described below) to Cobham Ultra SeniorCo S.à r.l. -
Kirkland & Ellis International
EXECUTION VERSION Date: 13 August 2021 INTERIM PIK FACILITY AGREEMENT COBHAM ULTRA TOPCO S.À R.L. (as Topco) COBHAM ULTRA PIKCO S.À R.L. (as the Company) with THE FINANCIAL INSTITUTIONS LISTED HEREIN (as Interim PIK Lenders) and HSBC BANK PLC (as Interim PIK Facility Agent) and HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED (as Interim PIK Security Agent) KIRKLAND & ELLIS INTERNATIONAL LLP 30 St. Mary Axe London EC3A 8AF Tel: +44 (0)20 7469 2000 Fax: +44 (0)20 7469 2001 www.kirkland.com Project Neptune: Interim PIK Facility Agreement KE 39675-89:114460646.1 TABLE OF CONTENTS Page 1. Interpretation......................................................................................................................................1 2. The Interim PIK Facility - Availability..............................................................................................1 3. The Making of the Interim PIK Loans...............................................................................................3 4. Obligors' Agent ..................................................................................................................................6 5. Nature of an Interim Finance Party's Rights and Obligations............................................................6 6. Utilisation...........................................................................................................................................7 7. Repayment and Prepayment...............................................................................................................8 -
Opportunities in European Direct Lending Bluebay Direct Lending Canadian Feeder Fund III, LP May 2018
Opportunities in European Direct Lending BlueBay Direct Lending Canadian Feeder Fund III, LP May 2018 For qualified investors only BlueBay Private Debt Summary Opportunity • Attractive secured senior and subordinated loans to mid-sized European companies • Focused on high quality, market leading businesses with stable cash flows Leading European player in private debt, with over €8.5 billion of AuM • Highly experienced team of investment professionals with 12+ years’ average experience • Over €4.0 billion committed across about 80 transactions, across 10 geographies • 0.0% loss ratio across all funds to date Strong alignment with investors • Team has substantial investment across all funds • RBC seed capital Targeting net IRRs of 8-9%1 • Including 6-8% cash yield2 Note: (1) The return objective is based on certain facts and assumptions. No representation is being made that the Fund will or is likely to achieve results similar to those shown. (2) Realized proceeds distributed on a current basis. The cash yield could fall outside the range depending on the stage of the funds life (i.e. in the early years the upfront fees increase the annual cash yield considerably). It also assumes there is no restriction of any cash flows by the funds waterfall or obligations placed by the funds leverage provider. For qualified investors only 2 BlueBay’s Private Debt Platform Market-leading European Private Debt Business Direct Lending Fund I Direct Lending Fund II Senior Loan Fund I Direct Lending Fund III Fund vintage1 2011-2013 2014-2015 2016-2017 2017-2018 -
PUBLIC RELATIONS PLAN Elevate
provided by PUBLIC RELATIONS PLAN Elevate STAKEHOLDER ANALYSIS Inspire Brands and Stockholders Inspire Brands, which was renamed from Arby’s, is the parent organization of Buffalo Wild Wings. Therefore, a net gain or loss in sales will affect the Inspire Brands organizations. Inspire Brands will pay $157 per share for Buffalo Wild Wings, representing a 7 percent premium to Buffalo Wild Wings’ Monday closing price of $146.40. Buffalo Wild Wings Employees As of Dec. 25, 2016, Buffalo Wild Wings employed approximately 44,000 team members--3,400 full-time and 40,000 part-time team members working in the company-owned restaurants and 600 team members based out of the headquarters or in field management positions. As of Dec. 25, 2016, Buffalo Wild Wings operated 1,240 locations internationally. Buffalo Wild Wings Consumers According to Simmons Oneview, of those who indicated they visited Buffalo Wild Wings most often out of all family and sit-down restaurants, they were more often male, conservative and aged 21-28. Potential Buffalo Wild Wings Consumers Through the partnerships between Buffalo Wild Wings, DraftKings, Dignitas and the recent purchase by Inspire Brands, Buffalo Wild Wings consumers offer potential for brand growth and an increase in sales. Furthermore, Inspire Brands purchased Sonic Drive-In, which could influence Sonic customers to now dine in at Buffalo Wild Wings. Partnerships The Buffalo Wild Wings-DraftKings partnership will produce an exclusive fantasy football game only available to fans inside the restaurants on Sundays. The game, “Blazin' Fantasy Football,” was made available on mobile via the Blazin’ Rewards App starting Sep.