GCA provides post-mandate Execution/Distribution advice to clients:
- Either discretely, i.e. entirely independent of services provided by the placement agent and not necessarily made known to others; or,
- As part of the Transaction Deal Team, in which case a GCA professional works with the client and its designated placement agent to insure best execution, performing such tasks as are mutually agreed.
Pre-launch - Management needs to address for a variety of issues:
- Deal size
- Financial Covenants
- Negative Covenants
- Reps & Warranties
- Delayed Draw Downs
- Desired investor group: numbers/amounts
- Offering Materials
Many other aspects likely warrant attention, including:
- Many "standard" market provisions that may be unfamiliar to the client
- Where can investors be expected to be flexible or inflexible re covenants?
- What are issuer's objectives?
- How will desired covenants compare with bank covenants?
- Are desired covenants suitable for the long-term?
- Are the tripping mechanisms appropriately structured?
- Voting regime
- Need to understand future implications of same under a variety of circumstances.
- Implications for Bank agreements
- Is management looking for more flexibility than is offered under his bank covenants?
- Are proposed covenants consistent with bank covenants?
- Does client expect to amend bank covenants? Timing?
- Can more favorable PP covenants be used to negotiate better bank covenants?
- Confidentiality concerns
- Any special sensitivities here? If so,
- What are best strategies for addressing same?
- Disclosure issues
- - What is the client's philosophy re disclosure?
- - Is there potential impact on pricing/marketability?
During the course of deal execution, GCA provides:
- An unbiased perspective on all aspects of the process, i.e.
- Drafting of the Offering memorandum;
- Drafting of Road Show Presentation Materials;
- Developing a distribution strategy;
- Selecting prospective investors;
- Drafting of the Term Sheet and Note Purchase Agreements;
- Designing a coherent Road Show strategy;
- Navigating potential "push-backs" on covenants/other structural issues;
- Advising on allocation issues should they arise
Post-Closing, GCA empowers issuers to take ownership and control over their capital raising futures by providing:
- Comprehensive Investor Relations Advisory services
- Waiver/Amendment Advice
- Investor "Build" programs designed to reach out investors who either declined their transaction or were never approached.
- Ratings related advice, including appeals and upgrade strategies