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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
  • Structure
  • Financial Covenants
  • Negative Covenants
  • Reps & Warranties
  • Delayed Draw Downs
  • Desired investor group: numbers/amounts
  • Pricing
  • 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
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