Execution/Distribution

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:

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