June 7 and 8, 2001

Caterpillar Financial Building

2120 West End Avenue

ABOUT THE CONFERENCE

"You will learn from leading investment bankers and corporate attorneys how to structure acquisition transactions in order to maximize funding sources and avoid all types of potential deal risks. Leading practitioners will outline the most popular buyout structures and teach the necessary steps in organizing those structures. Among the issues discussed will be the potential pitfalls when dealing with highly leveraged transactions or financially troubled sellers, changes in tax and accounting rules, amendments to the pre-merger notification rules, and recent developments in management fiduciary duties. Listen to senior representatives of major financial firms (who collectively have invested over $1 billion in leveraged buyouts during the past two years) discuss what they look for when they consider funding an acquisition."

Program Chairs: Charles G. Sell, Esq. and Carter R. Todd, Esq.

Specially designed for: Attorneys and Legal Staff, Company Start-Ups, CEO's and CFO's, Venture Capitalists, Accountants, and those involved with Mergers and Acquisitions

Credits: CLE CREDITS ~ Alabama: Pending; Arkansas: 9.50; Georgia 9.80; Kentucky 9.50; Mississippi 9.40; North Carolina: 9.75; Tennessee: 9.42 General.

Click here for complete details.

CONFERENCE FACULTY

Charles G. Sell, Program Co-Chair, is Director of Acquisitions at Andrew W. Byrd & Co., LLC, Nashville, where he manages deal flow for private equity firm investing in leveraged buyouts. He is also Municipal Securities Principal at Wiley Brothers, Inc. He holds an MBA and is licensed to practice law in Tennessee.

Carter R. Todd, Program Co-Chair, a shareholder in the Corporate Securities section at Baker Donelson, concentrates on Corporate Finance, Mergers and Acquisitions and Bank Regulatory matters. He represents public and private companies as well as investment banking firms in a wide variety of capital raising and merger and acquisition activities.

J. Gentry Barden is a Managing Director in McDonald Investments' Nashville office. He is also a member of the firm's Commitment and Valuation/Fairness Opinion Committees. He was previously the Managing Director and Co-head of the Mergers and Acquisitions Group of J.C. Bradford & Co.

Michael W. Blackburn is a Founding Partner of Petra Capital Partners. Prior to founding Petra, he was a venture partner with Richland Ventures, a $140 million Nashville-based venture capital firm focusing on healthcare, telecommunications, media and entertainment.

Gary M. Brown, Dinsmore & Shohl LLP, has practiced in the areas of corporate and securities law, mergers and acquisitions and franchise law for 20 years. His securities experience includes counseling public clients on SEC reporting and compliance issues, and registered and exempt offerings of securities. He has been listed in The Best Lawyers in America since 1994.

J. Chase Cole is a member of Waller Lansden Dortch & Davis PLLC and serves on the firm's Executive Committee. He has extensive experience in the areas of business transaction law and securities, public offerings, mergers and acquisitions, venture capital financing and real estate investment trusts.

H. Wynne James, III practices in the areas of income tax and mergers and acquisitions at Stites & Harbison. He focuses primarily on domestic and international mergers and acquisitions and federal income taxation, principally corporate and partnership. He is listed in The Best Lawyers in America.

Paul G. Jennings, Bass, Berry & Sims PLC, practices in the areas of commercial and construction litigation and bankruptcy law primarily in the representation of creditors in cases ranging in size from small consumer bankruptcies, to large corporate reorganizations.

Chris Kyriopoulos, a Partner of Clayton Associates, LLC was previously at the Investment Banking Group at J.C. Bradford & Co. As a Financial Analyst, he created and presented financial models and analysis for merger and acquisition transactions, private placement transactions and public equity and debt offerings for a variety of industries.

Christopher Lacovara is a Principal with Kohlberg & Company. He has been responsible for investing more than $300 million in more than 20 leveraged buyouts and add-on acquisitions. Prior to his tenure at Kohlberg & Company he was a financial analyst in the Corporate Finance Department of Goldman, Sachs & Company.

Mark Manner is Managing Partner of Harwell Howard Hyne Gabbert & Manner PC, where he is a member of the Securities, Mergers and Acquisitions, Venture Capital, Biotechnology, Health Care and General Business and Corporate practice areas. He has extensive experience representing executives in the formation of start-ups. He is listed in The Best Lawyers in America.

Jobie T. Melton, Jr. has over 30 years of public accounting and industry experience. He is a shareholder with Horne CPA Group where he provides consulting services in the areas of mergers and acquisitions, business planning and financing arrangements as well as traditional audit and accounting services.

John E. Murdock III's practice at Boult, Cummings, Conners & Berry, PLC includes the representation of institutional lenders, with an emphasis on commercial lending transactions and collections; business acquisitions and depositions; and commercial law, generally including electronic commerce, computer and information law.

Tracy A. Powell, Sherrard & Roe, PLC, practices primarily in the areas of commercial transactions, including mergers and acquisitions, public and private corporate finance, healthcare and general corporate law. He is experienced in developing, negotiating and completing corporate, securities and other business transactions

Forrest Shoaf is Managing Director of Morgan Keegan Company. He was previously at J.C. Bradford & Co., where he was head of the mergers and acquisitions division of its Corporate Finance Department. Prior to Bradford, he was a partner at Bass, Berry & Sims PLC, where he practiced in the area of corporate finance, with an emphasis on mergers and acquisitions.

John F. Stein is Senior Vice President and Tennessee Strategies Executive at The Bank of America. He is also Chair of the Bank of America Entertainment Industry Team.

C. Turney Stevens, Jr. is both a senior investment banker and accomplished entrepreneur. He presently serves as Chairman and Managing Partner of Harpeth Capital, LLC, a mid-market investment banking firm specializing in private equity and debt transactions for emerging, growth and management buyout opportunities.

Leigh Walton is a member of Bass, Berry & Sims PLC, concentrating her practice in corporate, securities and health law matters. She serves on the American Bar Association's Corporate Laws Committee, its Committee on Negotiated Acquisitions and its Corporate Laws Committee.

Peter C. Ward is a shareholder at Baker Donelson Bearman & Caldwell. His areas of concentration include antitrust, trade regulation and privacy issues. He has extensive experience in antitrust, and federal consumer protection. He was the Assistant Director at the Bureau of Competition of the Federal Trade Commission.

Among the conference meeting topics will be:

* Sources of Deal Capital ~ Meeting and Putting the Deal Players Together: Layering Venture Capital; Mezzanine Capital and Senior Debt to Finance a Leveraged Acquisition

* Mechanics of Typical Leveraged Buyout ~ Fraudulent Conveyance and Related Risks: Evaluation of the Target; General Structuring Considerations; Other Issues

* Management Compensation Issues: The "Sweat" Equity Piece; How Much Equity Should Investors and Founders Leave for Employees?; Current Trends in Stock Option Plans; Executive Employment Agreements; Non-competition Issues

* Accounting for the Acquisition: Pooling and Purchase Issues; Special Accounting Issues in LBOs; No Purchase, Part Purchase and Recapitalization Accounting for Overlapping Shareholders