Edited by
DebtXplained
BOOKS
UNDERSTANDING
HIGH-YIELD BONDS
A complete guide for investors, issuers, banks and advisers
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Lead edited by DebtXplained, Understanding High Yield Bonds is an essential reference
guide for all professionals involved in originating, structuring/restructuring, issuing and
investing in high-yield bonds, and drafting and negotiating the covenant package.
Across 18 chapters, the book provides a detailed roadmap to structuring, financing and
marketing high yield, the key issues driving the market, and the regulatory environment.
Additionally, it offers an unrivalled insight into the covenant package and its practical
implications for those party to it, including investors, issuers and financial sponsors.
This title will help you to:
• Develop a thorough understanding of the covenant
package.
• Navigate the complex regulatory environment in the US and
EU governing HYB offerings.
• Understand the challenges to financing acquisitions using
HYBs and mechanisms used.
• Prepare and draft the Offering Memorandum.
• Appreciate the implications of the covenants from an
investor and issuer perspective.
• Comprehend the impact of covenants in workout scenarios.
About DebtXplained
Based in London, DebtXplained (DXP) is the only business focused on the creation and use
of data from complex legal documents. DebtXplained analyses and tracks leverage finance
covenants and structures, and is able to offer users unparalleled access to market information
and deal terms. The firm’s high-yield bond database has over 550 data points for every deal
and a dedicated team of senior specialist lawyers is able to review each new high-yield issue
and benchmark all terms and details of structure to the market. DebtXplained was
established in 2010 and the business has since trebled in size.
Table of contents:
SECTION 1: STRUCTURING AND
MARKETING HIGH-YIELD BONDS
1. Commercial factors driving the choice ofhigh-yield terms
2. High-yield bonds in acquisition financing 3. Common issues and regulatory barriers when
building a multi-jurisdictional collateral package 4. Drafting the Offering Memorandum
5. Marketing a high-yield transaction to investors
SECTION 2: THE COVENANT PACKAGE
6. High-yield covenants and terms – introductoryconcepts
7. Protecting the bondholder’s place in the queue – the role of subordination, anti-layering, liens, guarantees and time
8. Limiting leverage – limitations on incurrence of indebtedness and sale and leaseback transactions 9. Containing and protecting cash and assets –
limitations on restricted payments, asset dispositions and dividend stoppers
10. Game changers and self-dealing – limitations on mergers, change of control and affiliate transactions
11. Paying off high-yield bonds – redemptions, tender offers, defeasance and satisfaction and discharge
SECTION 3: INVESTOR PERSPECTIVES
12. The value of analysing high-yield bondcovenants
13. How the covenant package can influence investment returns
SECTION 4: ISSUER CONSIDERATIONS
14. Regulatory considerations when issuinghigh-yield bonds
15. Options and considerations for structuring high-yield transactions
16. The implications of high-yield bonds for issuers
SECTION 5: WHEN THINGS GO WRONG
17. High-yield intercreditor structures and theirimpact on negotiating dynamics 18. Covenant application and enforcement
scenarios – how it works in the real world
Contributing authors:
• Mark Bergman, Paul, Weiss, Rifkind, Wharton & Garrison
• Garland Hansmann, ICG • David Ford, ICG
• Adam Farlow, Baker & McKenzie • Bernard Sharp, Baker & McKenzie
• Yushan Ng, Cadwalader Wickersham & Taft • Karen McMaster, Cadwalader Wickersham & Taft • David Fancourt, M&G
• Luca Laino, UBS
• Richard Nevins, Cadwalader Wickersham & Taft • Alex Kay, Cadwalader Wickersham & Taft • James McDonald, Skadden, Arps, Slate,
Meagher & Flom (UK)
• Riley Graebner, Skadden, Arps, Slate, Meagher & Flom (UK)
• Milbank Tweed Hadley & McCloy
Essential reading for:
• Banking professionals • Institutional investors
• Private fund practitioners, inc fund managers • Portfolio companies
• Lawyers • Advisers
t www.privateequityinternational.com/uhyb
UNDERSTANDING HIGH-YIELD BONDS
About PEI
Positioned at the heart of the alternative asset class of private equity, PEI is trusted to provide
authoritative coverage the world over. We equip you with the numbers, the knowledge and the
network to think and to act. To us, it’s much more than providing content: it’s about delivering
information that makes a difference.
PEI: for the world’s private equity markets.
To see our extensive range of books, visit:
www.privateequityinternational.com
/bookstore
Lead edited by Romain Cattet of Marlborough Partners, The Refinancing
Guide addresses the refinancing wall and the specific challenges facing
European buyout managers and portfolio-company CFOs in the
2013-2017 time period.
ISBN: 978-1-908-783-18-9 | No. of pages: 210
OTHER MARKET-LEADING PUBLICATIONS FROM PEI INCLUDE:
The Refinancing Guide
Lead edited by Capital Dynamics, this book is an essential educational
resource for investors seeking practical methodologies for managing and
mitigating risk.
ISBN: 978-1-908-783-73-8 | No. of pages: 247
New Strategies for Risk Management in Private Equity
THE REFINANCING
GUIDE
Understanding and adapting to the changing
liquidity in the European LBO market
Lead edited by
Romain Cattet,
Marlborough Partners
ORDER NOW
Download sample content or order your copy at www.privatedebtinvestor.com
/refinancing
Are you prepared for the refinancing wall in the
European LBO space?
With billions of pounds worth of European leveraged buyout loans (LBO) due by 2017,
the refinancing wall presents one of the greatest challenges to European buyouts since
the global financial crisis impacted the asset class.
Identify the key considerations when choosing additional sources of liquidity in the
European market
Find the best liquidity source for you, including high-yield bonds, private debt funds,
retail bonds, asset-based lending and mezzanine
Compare the merits and drawbacks of all the different refinancing solutions available
Understand how structural deal innovations will offer a refinancing option for a
broader group of companies
Recognise the key factors behind a successful refinance, including preparation and
implementation of best-in-class processes
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>
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This title will help you to:
Discover how to refinance succesfully
Table of contents:
SECTION I: FINANCING NEEDS IN
EUROPE’S BUYOUT MARKET
1.
2.
3.
SECTION II: NEW SOURCES OF LIQUIDITY
4.
5.
6.
7.
8.
SECTION III: RESTRUCTURING AND DISTRESS
9.
SECTION IV: LEGAL ISSUES
10.
SECTION V: REFINANCING IN EUROPE
-GP PERSPECTIVES
11.
12.
SECTION VI: REFINANCING IN EUROPE
-LP PERSPECTIVES
13.
14.
SECTION VII: CONCLUSION
15.
Download sample content or order your copy at www.privatedebtinvestor.com
/refinancing
The refinancing wall is not a myth
Bank deleveraging and its impact on specialised
lending
Collateralised loan obligations: The return of
the European market and its implications for
financing buyouts
The use of high yield in refinancing European
buyouts
New sources of liquidity: Private debt funds
Retail bonds: An alternative for mid-cap buyouts?
Asset-based lending: Alternative financing for a
changing European market
The use of Mezzanine in refinancing European
buyouts
The post-Lehman Brothers conundrum: Four
years of restructuring
Refinancing: Legal structuring solutions
Refinancing the Cinven portfolio
Refinancing the Permira portfolio
Interview: Peter McKellar, SL Capital Partners
Interview: Paul Newsome, Unigestion
Key factors for a successful refinancing
Expert contributors:
• 3i Debt Management
• Cinven
• GE Capital
• Intermediate Capital Group
• Investec
• Marlborough Partners
• Morgan Stanley
• Partners Group
• Permira
• Shearman & Sterling
• SL Capital Partners
• StormHarbour Securities LLP
• Unigestion
• Weil Gotchal & Manges
Essential reading for:
• Bankers
• Chief Financial Officers
• Finance Advisers
• Financiers
• General Partners
• Lawyers
“
”
Private debt is progressively
replacing commercial banks
and new types of financing are
emerging. We hope that this
book provides a comprehensive
understanding of these new
products.
Romain Cattet & Taddeo Vender
About Private Debt Investor
Private Debt Investor provides a complete private debt news and intelligence service. Whether you are
tasked with restructuring existing capital structures, sourcing new debt funding for private assets, or an
investor wanting to acquire a deeper understanding of how private debt can fit in your allocation model,
Private Debt Investor is the vital intelligence service to help you optimise your debt strategy.
Private Debt Investor: For the world’s private debt markets.
THE REFINANCING GUIDE
1. Online
www.privatedebtinvestor.com/refinancing
2. Email
[email protected]
3. Phone
New York: +1 212 633 1073
London: +44 (0)20 7566 5444
Hong Kong: +852 2153 3140
3 EASY
WAYS TO
BUY
Other market-leading publications from PEI:
Private Market Fundraising
This publication is a comprehensive guide for fund managers looking to raise blind-pool, closed-end private equity, debt, real estate and infrastructure funds. Edited by Kevin K. Albert of Pantheon, it brings together some of the most successful fundraisers to provide you with strategies, insights and advice on all aspects of the fundraising process. ISBN: 978-1-908-783-20-2 | No. of pages: 213
Enterprise Technology for Private Equity
This guide presents a methodological approach to planning and executing a business transformation programme, making optimal use of IT systems to enable and support changes to key processes and functions to enhance client services.
ISBN: 978-1-908-783-22-6 | No. of pages: 165
