Date: June 2, 2016

Negotiating Debt Agreements (X)

Session Description

 Negotiating a successful financing begins at the end of the term sheet: "The credit facility described above will be subject to an executed credit agreement and other documents with terms, conditions, and covenants satisfactory to the Lender.” We will show how you do that by: 

  • Assigning negotiating responsibilities for specific areas between Treasury and Legal
  • How poorly negotiated debt agreements can lower your credit rating
  • Why reps and warranties are too important to leave to your lawyers to negotiate
  • Writing covenants to lower default risk: critical defined terms, basket limits, thresholds, grace periods, compliance frequency, like covenants in other agreements, ability to comply, and how knowledge and notice of a covenant violation are best defined
  •  Understanding how the Events of Default specify the covenant risks of the agreement and the related transaction documents, and how it includes existing debt agreements
  • Reducing the consequences of a default
  • Listing the negotiation priorities for investment grade and speculative grade companies
  • Managing the inevitable post-closing negotiations
  • Using a deal document that tracks the progress of your negotiations and shows how your new debt’s conditions compare with existing/refinanced debt. A template deal document will be included in the session’s handout.



Speaker Information

Jim Simpson is Managing Director of Debt Compliance Services which he co-founded with Jeff Wallace in 2009. He is also Managing Director of Corporate Finance Solutions, which he founded in 2002. 

He has lead or consulted on arranging over $4B in convertibles, high yield bonds, revolvers, term loans, and ABLs. He was CFO of Moore Medical (public, $300M sales) and CS Brooks (private, $200M sales), and Treasurer of Sandoz USA (now Novartis). He was also a treasury consultant at KPMG and a previous partner at Greenwich Treasury Advisors. 

Jim holds a BA from Tufts University and an MBA in Finance from Babson College.


Jeff Wallace is Managing Director of Debt Compliance Services which he co-founded with Jim Simpson in 2009. He is also Managing Partner of Greenwich Treasury Advisors, which he founded in 1992. 

His corporate experience includes positions as Vice President - International Treasury at American Express, Assistant Treasurer at Dun & Bradstreet, and Assistant Treasurer at Seagram. A CPA, Jeff started his career with Price Waterhouse. 

He has an MBA from the University of Chicago and graduated from Dartmouth College.