text: I More convergence, more deals and more choice are transforming the world of leveraged debt finance Coming of age: The changing face of international leveraged debt More convergence, more deals and more choice are transforming the world of leveraged debt financeComing of age: The changing face of international leveraged debt 2014 may well be seen as a landmark for European leveraged loans and high yield bonds—one that could change how investors and borrowers approach leveraged debt markets The debt markets are on the move. Last year saw a sharp rise in values and volumes in both leveraged loan and high yield bond markets but, perhaps more importantly, there has been a significant shift in the way these deals are agreed. What led to this shift? Strong demand in 2014 provided market participants with the opportunity to adapt, to their advantage, the international finance models that developed, sometimes by necessity, during the recent financial crisis. These changes are also evidenced by the ongoing convergence of markets, financial products and investor bases, further aligning global finance. For example, in an era when international corporates seek dollar-denominated borrowings in the United States while US-based sponsors look globally for investor yield, crossover becomes inevitable, in particular as markets continue to recover. These growth trends then further strengthen the relative negotiating positions of, and increase the willingness to innovate by, a growing base of globally aware market participants. These key trends have big implications for those operating in Europe's leveraged debt markets. European corporates and sponsors now have a broader range of financial products available to them than ever before, and on terms that are less restrictive and more borrower-friendly. High yield's emergence as a competitor to bank finance as a primary source of capital, the growth of alternative capital providers and new structures for the legacy loan market all contribute to increasing choice for borrowers. Additionally, the convergence of terms between both sides of the Atlantic Ocean means that sponsors and corporates are able to negotiate US-style terms for European-based loan transactions and looser terms in bond covenants. This is leading to new precedents being set. Incurrencebased covenants are becoming increasingly common in Europe as corporates—in particular those with quarterly covenant tests in their loan documents dependent on financial performance—now desire and, more crucially, can access less onerous restrictions both in the high yield market and the emerging covenant-lite loan market. And elsewhere, while Europe has seen significant developments in the leveraged finance arena, it's hard to ignore the rise of high yield bonds elsewhere in the world, as leveraged debt markets gain traction and become more sophisticated. The overall picture is of an increasingly international leveraged finance market. Investors are seeking yield and diversity both by industry and geography, while borrowers are increasingly looking for a broader range of funding sources and improved terms. Now, it seems, parties on both sides of the equation are beginning to find them. Rob Mathews Partner, White & Case Lee Cullinane Partner, White & Case International leveraged debt markets are on the move© Elliot Elliot / Getty Images Contents A new dawn: Record year for debt heralds new era Page 3 On good terms: Convergence drives issuer-friendly markets Page 9 State of play: Global debt markets positioned for growth Page 17 European leveraged debt in focus Page 20 Leveraged debt markets in 2015: The convergence era Page 27 Disclaimer US loan figures are percentages of NY-law governed credit agreements/amendments reviewed by Xtract in 2013-14. European loan figures are percentages of European-law governed credit agreements/amendments reviewed by Xtract in 2013-14. Coming of age: The changing face of international leveraged debt 3 A new dawn: Record year for debt heralds new era HEADLINES n European loan and bond markets see activity surge in mid-2014 n Attractive pricing and extreme liquidity fuel borrowers' market n Greater M&A and private equity driving leveraged debt n Covenant-lite loans arrive to complement high yield growth Corporates in Europe had access to the most open leveraged loan and high yield bond markets in years, as record issuance defined the region. Total values reached €97 billion for high yield bonds and €116 billion for leveraged loans. The volumes for both debt instruments in Europe peaked in Q2 2014. While the United States saw a steadier trend in high yield bonds and leveraged loans, the respective markets are much larger than their European counterparts. Furthermore, growing collateralized loan obligation (CLO) issuance in the United States has proven a catalyst for its reemergence in Europe. And while primary issuance from Q3 2014 onwards was hampered by factors such as worsening economic indicators, major geopolitical risks and falling commmodities prices— forcing investors to reassess their risk profiles—the long-term trend is one of sustained growth in European high yield debt. "The European debt market will continue to grow," David Becker, partner in White & Case's London capital markets team, says. "It is coming of age now as its investor pool has become increasingly sophisticated, providing funding across the loan and bond spectrum." Lower yields, higher confidence Historically low yields during 2014 were one factor that helped to reinvigorate the leveraged finance market. They provided strategic 0 10 20 30 40 50 60 70 80 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2011 2012 2013 2014 Volume Value 0 10,000 20,000 30,000 40,000 50,000 60,000 0 50 100 150 200 250 300 350 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2012 2013 2014 Volume Value 0 50,000 100,000 150,000 200,000 250,000 Europe: Volume and value of leveraged loan allocations per quarter US: Volume and value of leveraged loan allocations per quarter Source: Debtwire Analytics 4 White & Case refinancing opportunities for high yield issuers, with bonds now in their call periods being refinanced at significantly lower coupons. This also allowed issuers and sponsors to issue new debt on less restrictive terms. The iTraxx Crossover Index measures credit default swap risk for a portfolio of high yield issuers and is considered by market professionals to be a key indicator of the health of the bond and complementary loan markets, and provides a good pointer as to where confidence lies. According to the iTraxx Crossover five-year index, debt was priced at 248 basis points above the reference rate in July 2014, compared with more than 700 in 2012. After declining between 2011 to 2013, average yields for leveraged loans increased slightly during 2014, although they remain at low levels by historical standards. Similarly for high yield bonds, average yield to maturity (YTM) and coupons went from 5.9 percent and 5.7 percent, respectively, in H1 2014 to 6.3 percent and 6.1 percent in H2 2014. This trend of increased YTM was seen across the credit rating spectrum, although it was most marked in the CCC+ bracket, where investors are clearly seeking higher yields in return for the risk taken. This upward movement was partly driven by the volatility of Europe's economic outlook and the international situations described above. However, it also reflects a trend towards slightly higher pricing in the US market and the ability of European investor demand to provide all-euro tranches on deals, as the competitive pressure previously seen from the US market waned somewhat over the course of 2014. The specter of interest rate rises in the United States and possibly the UK, together with the tapering of quantitative easing in the United States (now completed), also contributed to the increased pricing in both markets. Deals drive debt Stronger global M&A activity throughout 2014, particularly in Europe, helped drive leveraged finance activity, with leveraged loans in particular seeing an uptick as a result. In the telecoms sector, the Altice/Numericable acquisition of SFR boosted values, as did Liberty Global's €3.7 billion leveraged loan allocated to acquire Dutch cable group Ziggo and Novator and Olympia's recapitalization of Play. In addition, aluminum systems developer Corialis Group's €485 million leveraged loan raised to finance its takeover by private equity (PE) house Advent International and The Co-op Pharmacy's £725 million leveraged loan deal struck for its acquisition by Bestway Group contributed to elevated values. Global M&A values and volumes are starting to return to levels not seen since the crisis. This upward trend, absent a major shock, will continue to drive high yield bond and leveraged loan activity through 2015. In a growing sign of maturity, Europe has also started to see the refinancing of earlier high yield with new, more flexible high yield bonds at improved pricing. "We're now €45 billion leveraged loan issuance value in Europe in Q2 2014 —the highest in the last three years € 0 20 40 60 80 100 120 140 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Volume Value 0 10,000 20,000 30,000 40,000 50,000 60,000 70,000 2012 2013 2014 Europe: Volume and value of high yield bond issuance per quarter Source: Debtwire Analytics London, UK © Rene Mansi / GettyComing of age: The changing face of international leveraged debt 5 0 20 40 60 80 100 120 140 160 180 200 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 0 10,000 20,000 30,000 40,000 50,000 60,000 70,000 80,000 90,000 100,000 2012 2013 2014 Volume Value US: Volume and value of high yield bond issuance per quarter seeing more repeat issuers in the market," says Jeremy Duffy, partner in White & Case's London banking team. "They take advantage of the lower coupons and the better terms of the evolving markets, in particular during periods of high liquidity." PE sponsors have also underpinned activity in both leveraged loans and high yield bonds. The value of PE refinancings (including dividend recapitalizations) by the end of Q3 2014 stood at €36.6 billion, compared with a full-year total of €46.3 billion in 2013, according to the Centre for Management Buyout Research (CMBOR). "Sponsors influence activity because they are familiar with the product," says White & Case partner Jill Concannon. "It hasn't been possible for them to raise a jumbo term loan for acquisition financing in the last few years, so going to the bond markets has been a necessity. Once introduced to the bond process in Europe, sponsors are realizing that even though there's a lot of upfront work involved, there are actually a lot of benefits to using high yield, even for a refinancing." Source: Debtwire Analytics 6 White & Case CLO investors cross the pond Another key trend has been the return of strong CLO issuance in the United States over the past few years, with Europe finally following its lead. And while Europe's CLO market is much smaller than in the United States, the emergence of US investors looking at European CLOs as they chase yield could assist with the reemergence of the European CLO market after it practically disappeared post-crisis. Banks backing off The other important driver underpinning activity has been, of course, the lack of availability of banks' balance sheets, forcing corporates to look elsewhere and supporting non-bank lending. A recent European Investment Fund report highlighted the growing trend in Europe towards non-bank financing methods. In the 2002 to 2008 period, close to 80 percent of company debt finance was sourced through banks. But in the 2008 to 2014 period, this had decreased to just over 50 percent as European companies increasingly tapped capital markets and alternative capital sources. The rise of private placements and the growth of the direct lending market in Europe, in addition to the growth in leveraged loan and high yield bond markets, have provided European companies with a wider range of funding sources, creating a converging investor base. Europe is clearly taking its lead from the United States, where many of these funding sources have been around for many years. Deal value ranges The high yield bond story is now a firmly established part of European debt markets. Since 2008, high yield issuances have increased every year, to 269 issues in 2014. With this established, further nuances have appeared. One major change in the bond markets for 2014 was an increase in high value deals in Europe, both in volume and value. There were six deals worth more than €1.5 billion in 2014, compared with just one in the whole of 2013. This is a 1,115 European PE buyouts in 2014, compared with 918 the previous year 116 high yield bond issuances in Europe in Q2 2014—more than 90 percent up on Q2 2013 European private equity buyouts reflection of some large European M&A deals during the year, but also the deeper and more liquid high yield bond market in Europe that is enabling larger issues to be funded in Europe. This shift to the high value market could largely be driven by CEOs and PE houses regaining the confidence to do big-ticket deals again. This has also been bolstered by the large amounts of liquidity available to investment funds. 0 50 100 150 200 250 300 350 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2011 2012 2013 2014 0 5,000 10,000 15,000 20,000 25,000 30,000 35,000 40,000 Volume Value € Source: Mergermarket Coming of age: The changing face of international leveraged debt 7 0 50 100 150 200 250 300 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 0 10 20 30 40 50 60 70 80 90 Below €150m €150-350m €350-750m €750m-1.5bn Above €1.5bn 0 5,000 10,000 15,000 20,000 25,000 30,000 35,000 Volume Value High yield bond issuance by year Deal size range, 2013 Deal size range, 2014 0 20 40 60 80 100 120 140 160 Below €150m €150-350m €350-750m €750m-1.5bn Above €1.5bn 0 5,000 10,000 15,000 20,000 25,000 30,000 35,000 40,000 Volume Value Once introduced to the bond process in Europe, sponsors are realizing that even though there's a lot of upfront work involved, there are actually a lot of benefits to using high yield, even for a refinancing. Jill Concannon, partner, White & Case Source: Debtwire Analytics 8 White & Case Paternoster Square, London © Spencer Wilton / GettyComing of age: The changing face of international leveraged debt 9 The convergence between US and European leveraged loans and high yield bonds became one of the biggest stories in the debt markets in 2014. Investors became more comfortable to increase activity in Europe in 2014 as confidence picked up around the prospects for a European recovery (in the first half of the year, at least), and this increased demand amongst investors has driven competition between the loan and bond markets. For borrowers, this has resulted in one of the busiest and term-friendly markets in years. "The European debt market has been heavily influenced by terms in the United States that have been norms for the last 12 to 18 months there," says Jacqueline Evans, partner at White & Case. "In larger deals, full covenants have gone, and what we would now consider covloose is the new European normal." Coming to terms While European lenders have, until this year, resisted the aggressive loosening of covenants for leveraged loans, 2014 saw a significant shift towards more flexible, borrower-friendly terms that resemble more closely those of US loans and high yield bonds. In particular, there has been a marked increase of cov-lite loans in Europe over the past year. At the same time, bond terms have also moved in favor of issuers and towards leveraged loan pricing norms, as the HEADLINES n Loan covenants loosen towards high yield bond standards n Convergence of US and European loan market terms n Convergence leads to less onerous terms for borrowers n Portability becomes increasingly prevalent in European high yield bonds n Emergence of alternative capital providers adds to choice On good terms: Convergence drives issuer-friendly markets erosion of call protection continued. Convergence between the two picked up pace over 2014. "While the two forms of finance won't converge completely, they are becoming more similar and the distinction between the two—which has historically been the result of the different types of investors behind them—is fading," says Gareth Eagles, partner on the White & Case London banking team. "Ultimately, it doesn't matter to borrowers whether they are raising finance through bonds or loans—what matters are the terms they can get." Loan covenants loosen Europe arguably followed the US loan market's convergence to high yield bonds. The move towards looser terms started in 2013, when a number of euro-denominated cov-lite tranches of US loans were completed. The trend gained significant momentum in March 2014, when Europe saw its first mainly euro-denominated cov-lite facility struck since the onset of the crisis, when veterinary health company Ceva Santé Animale arranged nearly €1 billion of cov-lite loans. Indeed, there were no domestic European cov-lite loans in 2013. Yet 16 percent of European first lien loans were cov-lite in 2014. There is still a long way to go, but this trend indicates that, one step at a time, the European market is moving in some ways towards a US-style model, where cov-lite loans have gained a very strong position in the market over the last two years. In 2014, nearly half (47.7 percent) of US first lien loans were cov-lite, more than double what was seen in 2013. This change has been driven by competitive pressure from high yield bonds, which saw record issuance value in 2014, and investor appetite for European exposure as well as CLO issuance. This has pushed banks to move towards looser leveraged loan terms in order to compete. (For more on CLO issuance, see page 11.) 27% High yield bond issues in Europe featuring portability in 2014 16% European first lien loans that were cov-lite in 2014 Leveraged lenders have offered the best of both worlds: the same or better pricing than high yield and an adoption of incurrence covenants. Jeremy Duffy, partner, White & Case10 White & Case "Leveraged loans have staged a comeback in Europe over the last year," says Jeremy Duffy, partner on the White & Case London banking team. "Leveraged lenders have offered the best of both worlds: the same or better pricing than high yield and an adoption of incurrence covenants. Without the repayment fees typical in high yield bonds, covlite deals have appealed particularly to PE sponsors, which would be looking to sell three or so years down the line." The indications are then that loosening loan covenants are becoming an increasingly common presence in the European market. Europe converges with the United States One of the principal drivers of the convergence has been the internationalization of both loans and bonds. European borrowers have increasingly sought dollardenominated funding in the United States, where the market has remained deep and liquid and the increasing demand from institutional investors has both loosened terms and increased the debt multiples available. From 2011 onwards, as banking regulatory reform hit hard and borrowers sought greater diversification in lending sources, European companies looked to the US debt market for so-called Yankee Loans. The attractions of cov-lite structures, favorable economics and deeper liquidity led to a near doubling of the volume of European borrowers tapping the US market between 2011 and 2012, according to S&P figures. In Q1 2014 alone, €14.7 billion was syndicated into the United States by European borrowers, up 37 percent on figures for Q1 2013. In addition, European companies have started to follow the lead of their US cousins in their capital structures. While European companies have historically raised around 20 percent of their debt capital through bonds and 80 percent via bank loans, US proportions have generally been the reverse of this. Greater availability of high yield capital in Europe over recent years, driven by yield-seeking investors as well as a move towards alternative sources of funding, such European leveraged loans European high yield bonds US leveraged loans US high yield bonds 2014 2013 0 10 20 30 40 50 60 Cov-lite* Portable capital 2014 2013 0 10 20 30 40 50 60 Portable capital- Debut Issuers leverage test Floating rate notes (FRNs) 2014 2013 0 10 20 30 40 50 60 Cov-lite* 2014 2013 0 10 20 30 40 50 60 Debut Issuers Source: Xtract Research Footnote: Figures for FRNs and portable capital leverage test were less than one percent for both years. *First lien loans only *First lien loans only Footnote: For US loans portable capital was less than two percent for both 2013 and 2014. .Coming of age: The changing face of international leveraged debt 11 CLO issuance value – Europe and US US Europe 0 20 40 60 80 100 120 140 2006 2007 2008 2009 2010 2011 2012 2013 2014 as private placements, is starting to shift the percentage of bond finance in European company capital structures towards US norms. The aforementioned convergence of loan and bond terms in the United States, with increasing cov-lite, was driven by convergence of the investor base; institutional investors, desperate for yield, began buying both products in a bid for returns. This has slowly picked up in Europe, evidenced by institutional money finally coming back to the market with CLO issuance starting up. CLO issuance in Europe picked up markedly in 2013 to US$9.27 billion, after being pretty much absent from the market following the economic crisis. In 2014, issuance in Europe again increased significantly to US$18.52 billion by the end of the year. While this is still well short of US issuance, with regulations such as the retention stake rule requiring managers to retain a stake in the CLO delaying some activity, there is reason to believe European CLO issuance will continue to grow. "As CLO issuance continues to grow in Europe, and as this capital is increasingly managed by people who operate on both sides of the Atlantic, cov-lite deals will continue to get done—albeit on a less aggressive footing than in the US at the top of the market," says Jake Mincemoyer, a partner focusing on banking in New York at White & Case, who was based in London from 2010 to 2014. Looking to the future, the big question for the European leveraged loan market is whether institutional investors' share of the market will ever reach US market levels. In 2006, institutional investors held more than 90 percent of US leveraged loans, while in Europe it was just over 50 percent. And while the United States is back to those levels, the question remains whether Europe will catch up—or will banks continue to hold more leveraged loans on their balance sheets than their counterparts in the United States? "I think this time there is a good chance Europe will follow the US model," says Mincemoyer. "The take-off in high yield over the past few years is a positive sign." While the European cov-lite phenomenon is developing, there 17% European high yield issues with a floating rate note in 2014, compared with 11 percent in 2013 2014 have still only been a relatively small number of cov-lite deals completed, and so set standards have yet to emerge. In the United States, by contrast, the greater maturity of covlite means that stronger precedents have been set, allowing borrowers to push on terms previously agreed to in other deals. "There are two aspects to cov-lite: the lack of financial maintenance covenants; and the high yield style covenant exceptions," says Mincemoyer. "There is a standard set of what you can get in the US market on covenant exceptions, and the discussion tends to focus on what the threshold is. In Europe, however, we've not yet seen deals done with the full package of high yield style flexibility, although this will creep across." "There has been a split in the United States on the approach to high yield style covenants in credit agreements," adds Eric Leicht, partner and head of the Americas banking section at White & Case. "In some instances, we see sponsors incorporate true high yield covenants into a credit agreement and then graft on some traditional credit agreement style protections Source: S&P Capital IQ12 White & Case dip, with the average for this period coming in below 2.5 years. This fall was driven by some particularly aggressive issuances, such as that of Alain Afflelou's five-year fixed-rate bond, which had a 1.5 year non-call period. The average non-call period, however, did rebound in Q3 and Q4. In addition, the loosening of the equity-claw call from the previously market standard of 35 percent of bonds to 40 percent in a number of deals, following the trend in US high yield that started in 2013 and the rise in 2014 of the inclusion of a call option for 10 percent of the bonds at a price of only 103 percent, which increased in 2014, further marked the trend toward the erosion of call protection. Meanwhile, as investors sought to reduce their exposure to potential interest rate rises, European high yield issuers responded to demand with an increase in floating rate note (FRN) issues, rising to 17 percent in 2014, compared with 11 percent for the previous year. While this part of the market has historically been popular lower down the credit rating spectrum, some large issuers such as Wind and Parex stepped into the market in 2014, pushing first call from the more standard 101 percent to par, although smaller issuers such as caps on investments in, and debt of, non-guarantors. Creating this hybrid requires detailed knowledge of both high yield bond and leveraged loan products. In other cases, we see sponsors use a traditional New York law credit agreement with a bolt-on of key high yield elements such as extra baskets tied to incurrence-based financial tests and grower baskets tied to retained excess cash flow or cumulative net income. This is an ongoing area for debate." The United States continues to be a trendsetter for leveraged loan covenant terms. One new area, for example, is the timing of ratio tests for debt incurred to finance acquisitions being brought forward to the time of the deal being signed, rather than on completion of the acquisition. This is being used in the United States as a way of ensuring certainty of funds. "This hasn't yet been seen in Europe, but we will start to see this relatively quickly as it catches on in the United States," says Mincemoyer. Falling call protection For fixed-rate bonds, non-call periods continued their overall trend of decline, with the second quarter of 2014, in particular, seeing a sharp While we will see a tightening of some of the call protection erosion, this is likely to be felt mainly by debut corporate issuers. But private equity sponsors will continue to push on these areas, and on portability in particular. Michael Immordino, partner, White & Case © ImageShop / CorbisComing of age: The changing face of international leveraged debt 13 struggled to reach such terms, with several FRNs abandoned over the year as a result. However, the volatility in the market following the summer also led to investors becoming choosier, leading to a slight increase in non-call periods towards the end of the year. These results can also be impacted by the length of the agreements in place—for example, it should be noted that this data includes bonds with lengthier maturities, which naturally have longer non-call periods. "We've seen something of a reversal in non-call periods," says Gernot Wagner, partner in White & Case's capital markets practice in Frankfurt. "In the run-up to summer, we were seeing fiveyear bonds with one-year non-call. However, there was a move back towards the more standard five-year bonds with three-year non-call terms in the latter part of the year. That said, at times when demand from investors has outstripped supply, non-call erosion has remained a feature." Portability on the rise Portability, which allows a change of control without a requirement to prepay the debt, is yet another example of the convergence between the loan and bond markets —in the European market, at least. This feature is primarily driven by PE sponsors seeking greater flexibility to exit portfolio companies and to attract potential buyers who value the ability to keep existing facilities in place following the acquisition. In this area, Europe is leading the way: around 14 percent of leveraged loans featured portability in 2014, up from 8 percent in 2013. Similar to European leveraged loans, portability became a more significant feature of high yield bonds in 2014. More than a quarter of issues (27 percent) in 2014 were portable, up from the 20 percent seen in the whole of 2013. In the United States, by contrast, portability has not become a common feature, with high yield issuers instead focusing on shorter tenors and reduced non-call periods to gain the same advantage of flexibility around selling the business. However, there may be signs of a push-back among investors of this particular feature in European high yield. Leverage-based portability became increasingly common in Europe in H1 2014, with issuers such as Wind and Numericable taking advantage of the trend. "While we will see a tightening of some of the call protection erosion, this is likely to be felt mainly by debut corporate issuers," says Michael Immordino, executive partner for Italy at White & Case. "But private equity sponsors will continue to push on these areas, and on portability in particular." Alternative solutions The emergence of alternative capital providers and solutions has led to further convergence of loan and bond terms, with traditional loan and From a credit fund's perspective, the issue of whether a debt instrument is term loan B or high yield is for many cases form over substance— the credit funds providing the capital are often not sensitive to this. David Becker, partner, White & Case Non-call periods (Europe) Has 10% at 103% call redemption (Europe) 0 10 20 30 40 50 60 70 80 90 100 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2013 2014 0.0 0.5 1.0 1.5 2.0 2.5 3.0 3.5 Has non-call period (percentage) Average length non-call period (years) 0 5 10 15 20 25 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2013 2014 48% US first lien loans that were cov-lite in 2014 Source: Xtract Research © Amy Stocklein images / Gettybond terms often being incorporated into hybrid financings. "From a credit fund's perspective, the issue of whether a debt instrument is term loan B or high yield is for many cases form over substance—the credit funds providing the capital are often not so sensitive to this," says David Becker, partner on the White & Case London capital markets team. "They are seeking long-term yields for their investors. What's of most importance to them is that they have call protection on their investment." In addition, US direct lending funds are also increasingly looking at the European market, while at the same time European funds are looking to the United States. US-based Ares Management, GSO Capital Partners and Crescent Capital Group have all recently raised Europe-focused funds. Meanwhile, Europe-based Quilvest Private Equity, Ardian and Generation Investment Management are all increasingly seeking US exposure through direct lending. While the proportion of direct lending funds focused on Europe stood at approximately 20 percent between 2009 and 2013, there has been a notable increase in 2014, with more than a third of all capital raised by these funds now focused on Europe according to Preqin figures (see table below). This accelerated internationalization of funding sources is leading to greater homogeneity between the United States and Europe, with European debt markets taking on some US-style terms such as cov-lite rather than following the slower, more evolutionary path towards borrower-friendly terms seen in the United States to date. Indeed, as the European market has adopted US norms, so the proportion of the market accounted for by Yankee Loans has reduced. With the prospect of increased interest rates in the United States during 2015, it may be that this decline continues to some degree as pricing on Yankee Loans increases and borrowers look to potentially cheaper euro tranches, given that interest rates in the eurozone look set to remain low, at least for the medium term. In addition, regulatory scrutiny of the cov-lite phenomenon and multiple leverage limits in the United States may curtail the Yankee Loan market to a degree over the coming years. Proportion of direct lending funds by geography Proportion of direct lending funds Europe 22% 22% 20% 26% 21% 34% Asia & rest of world 17% 17% 15% 17% 13% 15% North America 62% 61% 65% 57% 66% 51% Year of final close 2009 2010 2011 2012 2013 2014 Source: Preqin Private placements on the rise in Europe Faced with an increasing need to diversify their sources of capital as bank lending has tightened, many European companies are looking to the private placement market— both in the United States and in the various European markets. While in 2010 fewer than 100 European companies issued bonds in the private placement market, by 2012 this had more than doubled. Most activity is crossborder, with European companies tapping the US private placement market, where traditional insurance company and pension fund investors have been joined by private fund investors. And with so much interest from European issuers, some US investors have set up European offices and are now offering euro- and sterling-denominated funding in addition to dollars. On top of this, private placements have also seen markets develop in Europe, away from its US home territory. For instance, the UK and France have seen markets develop, and they are growing. In Germany, the Schuldschein market originally used by German states has become increasingly popular with corporates. Furthermore, several European industry bodies are looking to standardize documentation in an effort to develop a Europe-wide market. This shift, together with the flexibility on quantum (the market can offer as little as US$25 million or as much as US$1 billion) and the fact that no credit rating is needed, are proving attractive to European companies as an alternative to bank lending. While private placement terms reflect the long-term nature of this form of finance (some of these deals have a tenor of up to 35 years) and non-call periods generally remain long, there are some moves on terms. "We are seeing high levels of interest in European private placements from insurance companies," says Michael Immordino, executive partner for Italy at White & Case. "That is offering a new form of liquidity in some markets, such as Italy. We're seeing some deals being done under UK rather than US law and based on high yield covenants. In effect, this is creating new financial instruments." Coming of age: The changing face of international leveraged debt 15Commuters at Canary Wharf, London © lightkey / GettyComing of age: The changing face of international leveraged debt 17 Leveraged loan and high yield bond values and volumes were up in nearly all Western European markets in 2014. This is a testament to greater confidence around European recovery prospects— in the first half of the year, at least— and an increasingly liquid market, which led borrowers and issuers to capitalize on the favorable terms available from lenders and investors. The rising loan and high yield totals were most apparent in Northern European countries, with the UK and Ireland, France, the Nordics and Benelux countries leading the way. In Southern Europe, growth continued from a relatively low base, HEADLINES n Western European loans and bonds bounce back in 2014 n Frontier markets see increasing leveraged debt demand n Southern Europe rebounds after rough few years n Private equity a key driver of European activity State of play: Global debt markets positioned for growth with Spain's high leveraged loan value boosted by two deals—FCC and Grifols—which together accounted for €8 billion of the total. In Italy, the €3.75 billion Wind issue accounted for a large share of the country's high yield value increase. In Central and Eastern Europe (CEE), deals last year such as Polish mobile phone operator Play's €870 million high yield issuance in January 2014 exemplify a rising appetite for leveraged finance in the area. "There is an increasing level of sophistication in the types of deals happening," adds David Plch, partner and head of banking and FRI practice at White & Case. "Five years ago 0 5,000 10,000 15,000 20,000 25,000 France Benelux Germany UK & Ireland Spain CEE Nordics Italy Switzerland Austria Greece 2014 2013 Value of European leveraged loans by country (€ million) Dividend recaps give sponsors the ability to, at least, recoup their capital invested. It's a trend that will continue as long as these assets remain in the portfolio. Gernot Wagner, partner, White & Case 198 volume of European leveraged loans in 2014, compared with just 145 in 2013 Source: Debtwire Analytics 18 White & Case 2014 2013 0 10 20 30 40 50 UK & Ireland France Germany Benelux Nordics CEE Spain Italy Switzerland Austria Greece Volume of European leveraged loans by country 0 5,000 10,000 15,000 20,000 25,000 UK & Ireland France Germany Italy Benelux Nordics CEE Spain Greece Switzerland Portugal Austria 2014 2013 2014 2013 0 10 20 30 40 50 60 70 80 UK & Ireland France Germany Nordics Benelux Italy Spain CEE Greece Switzerland Portugal Austria Value of European high yield bonds by country (€ million) Volume of European high yield bonds by country Source: Debtwire Analytics Coming of age: The changing face of international leveraged debt 19 the market was completely bankfinance dominated. Now, successful regional companies that reach their lending limit, need flexibility or have an aggressive acquisition strategy are increasingly looking at the high yield market as a source of liquidity." One reason for this is "that CEE players are hiring more sophisticated CFOs and investment advisors to help broaden their investor base," says Jonathan Weinberg, partner at White & Case. "This means the shock at the price CEE companies originally experienced when looking at bond deals is less relevant once they realize just how flexible bonds can be, both when you want to grow or are in trouble." Debt drivers The return of dividend recapitalizations was a key driver of the high yield bond market's growth in 2013 and 2014. The recaps, which hadn't been seen since the crisis, started in 2012 as sponsors sought a means of returning capital to their investors in a difficult exit environment. "Nearly all private equity exits we work on are triple-track, exploring the IPO, M&A and dividend recap options," explains Gernot Wagner, European IPOs 0 20 40 60 80 100 120 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 0 5,000 10,000 15,000 20,000 25,000 2008 2009 2010 2011 2012 2013 2014 Offering size (€ million) Volume partner at White & Case. "With many of the pre-crisis deals struggling to attract valuations through IPO or a sale that would return adequate capital to sponsors, the dividend recap gives them the ability to, at least, recoup their capital invested. This trend will continue as long as these assets remain in the portfolio." More recently, PE sponsors have also looked to the PIK toggle as a means of generating cash from its investments. Eight out of the nine European PIK toggle transactions rated by Moody's in 2013 were completed by PE sponsors—of which six were used for dividend recapitalization. However, the softening of the market in the second half of 2014 has also stemmed the use of PIKs, according to White & Case partner Jill Concannon. "It's a cycle," she says. "When the market's hot, you can do a PIK; when it isn't, you can't. The moment that led to the questioning of PIKs as appropriate was the Phones4U default in September, with them having issued a PIK toggle only a year before that. Although that wasn't really anything to do with the PIK, it sent jitters through the market." 270% Increase in Nordic high yield bond issuance year on year €97 billion Value of European high yield bonds in 2014— 17 percent up on the previous year € Source: Mergermarket 2 White & Case Iceland Scale: 50% Map legend (overall activity ranking) Volume 2014 Lowest Highest Volume 2013 Value (€m) 2014 Value (€m) 2013 All graph legend UK & Ireland High yield bonds 62 74 €19,039 €21,146 Loans 37 46 €16,835 €20,316 Germany High yield bonds 37 37 €15,331 €13,916 Loans 24 32 €20,765 €21,404 Italy High yield bonds 27 20 €9,539 €13,233 Loans 8 5 €2,920 €3,464 The Nordics High yield bonds 10 37 €1,828 €6,443 Loans 16 24 €7,696 €7,238 39 France High yield bonds 34 €12,423 €18,430 Loans 26 42 €12,733 €23,014 14 CEE High yield bonds 15 €6,109 €5,265 Loans 22 20 €6,314 €10,662 Spain High yield bonds 18 12 €4,277 €4,280 Loans 9 11 €2,486 €13,420 Source: Debtwire Analytics 20 White & Case European leveraged debt in focus Selected European leveraged loan and high yield bond markets by volume "We have witnessed a significant increase in high yield offerings in France, driven by private equity sponsors seeking to refinance the bank debt of their portfolio companies." Colin Chang, partner, White & Case, Paris "UK market growth is partly down to a rise in issuances by UK-domiciled companies with global assets. It's also driven by the increased liquidity for sterling-denominated high yield. This attracts primarily domestic UK issuers." Paul Clews, partner, White & Case, London "The last two years have seen record highs of high yield bond issuance from Spanish companies. Bonds now compete effectively with bank financing in Spain." Juan Manuel de Remedios, executive partner, White & Case, Madrid "German high yield has picked up greatly in recent years as companies have become more comfortable with it. We also see leveraged lending returning strongly. There's currently a lot of liquidity in the market." Leïla Röder, partner, White & Case, FrankfurtComing of age: The changing face of international leveraged debt 3 Iceland Scale: 50% Map legend (overall activity ranking) Volume 2014 Lowest Highest Volume 2013 Value (€m) 2014 Value (€m) 2013 All graph legend UK & Ireland High yield bonds 62 74 €19,039 €21,146 Loans 37 46 €16,835 €20,316 Germany High yield bonds 37 37 €15,331 €13,916 Loans 24 32 €20,765 €21,404 Italy High yield bonds 27 20 €9,539 €13,233 Loans 8 5 €2,920 €3,464 The Nordics High yield bonds 10 37 €1,828 €6,443 Loans 16 24 €7,696 €7,238 39 France High yield bonds 34 €12,423 €18,430 Loans 26 42 €12,733 €23,014 14 CEE High yield bonds 15 €6,109 €5,265 Loans 22 20 €6,314 €10,662 Spain High yield bonds 18 12 €4,277 €4,280 Loans 9 11 €2,486 €13,420 21 "The recent convergence of terms between Nordic countries, more acceptance of global features and new structures have led to a surge of international interest in Nordic markets." Carl Hugo Parment, partner, White & Case, Stockholm "CEE growth is fueled in part by the strong Polish economy and the growth in manufacturing-based issuers across the region, including the Czech Republic." Marcin Studniarek, partner, White & Case, Warsaw Coming of age: The changing face of international leveraged debt Top five most active sectors—leveraged loans TMT €14,245 €13,584 Food & beverage €5,261 €11,756 Business services €7,653 €9,168 Construction & homebuilding €1,528 €11,838 Healthcare €2,285 €12,292 Top five most active sectors—high yield bonds TMT €15,316 €27,800 Automotive Food & beverage €13,402 €9,090 €2,379 €5,792 €2,075 €8,208 €3,550 €6,492 Industrial products & services Construction & homebuilding Sectors with highest number of debut issuers 13 11 9 8 8 Industrial products & services Construction & homebuilding Business services Energy services Retail Selected European leveraged loan and high yield bond markets by volume "Legislative reforms opened a path for private companies to issue bonds, leading to issuances by more corporate and PE-backed companies in recent years." Michael Immordino, executive partner, White & Case, Italy22 White & Case Rest of the world United States While high yield bond issuance in the United States remained relatively steady over 2014, leveraged loan activity was more subdued. One of the main drags on lending for 2014 was the effect of increased regulatory scrutiny on the market. In particular, leveraged lending guidance published by the Federal Reserve and Office of the Comptroller of Currency in March 2013—which said that banks should avoid financing takeover deals that involve putting debt on a company of more than 6xEBITDA—was reiterated this year in letters from both public institutions. However, appetite from US sponsors could continue to support leveraged lending figures for the year ahead. The trend towards rising leverage levels— nearly 50 percent of US leveraged buyouts had debtto-EBITDA levels of 6x or more in 2014, according to S&P figures, the highest percentage since 2007—may be on the wane, which may lead to an adjustment of expectations among PE firms. "The shape of the leveraged lending market in the United States will depend on how that adjustment plays out," says Eric Leicht, partner and head of the Americas banking section at White & Case. "It may be that private equity will be prepared to accept lower debt quantums. However, they may also be able to find enough capacity among the unregulated funds to continue to do deals at multiples of over 6x. If that's the case, there are a lot of deals that can be done in the United States." Africa Interest in Africa seems to be increasing on a consistent basis. This is true in the debt capital markets space as well as bank financing. "We had the BRICs first, now the MINTs, with the likes of Nigeria, which has now overtaken South Africa as the continent's largest economy," says Chris Czarnocki, partner on the White & Case banking team. "They are growing at a rate that isn't seen elsewhere with any consistency. And this is happening across numerous countries in West and sub-Saharan Africa. "The economics of it also dictate that this isn't a trend which will subside. Quite the contrary—stats indicate this will be an active part of the world, and more active than many others." Middle East This market is currently not as developed as others but it is growing, and is very much location-dependent. In particular, companies in Turkey have started to look for high yield financing solutions, including hybrid high yield/project bonds for infrastructure. In the Gulf States, however, many potential high yield issuers are able to issue investment-grade bonds because the ratings agencies notch up the ratings as a result of sovereign support. "If you look at the potential for high yield issuances in the future, countries such as Turkey and Egypt, with a developed middle class and companies that cater to the middle class, are primed to develop their markets," says Sean Johnson, capital markets partner at White & Case. "In the markets where many of the enterprises are state-owned and the state itself has a high credit rating, there is less potential for a high yield market to develop in the future. Further, bank financing has been the traditional source of financing in the region and bonds are still an outlier as a capital source. However, this bias towards loans has started to change with the development of a robust sukuk capital market." Asia Convergence of markets is also inevitable in Asia, although influenced by different geopolitical factors. A primary driver of the growth of global finance in many Asian jurisdictions is the more cautious approach taken to international investment. For example, India recently clarified regulations to prohibit certain off-shore funding arrangements designed to allow international creditors to gain indirect security over on-shore assets. At the same time, market strategists are predicting favorable economic reforms in 2015 under anticipated new fiscal policies from the Modi government. In addition to regulatory constraints, international investing in Asia is also influenced by a number of factors, including the availability of local financing in local currencies, the uncertainty of insolvency or enforcement regimes (when secured lending is permitted in the first instance), currency controls, the unavailability of on-shore credit support, language and cultural barriers and, in the case of high yield offerings, the challenges of preparing offering documents to international standards. Also, while the historical development of the international Asian bank lending model (UK law) and the high yield model mirrors the European infrastructure, including the emerging use of high yield bond and term loan B structures and protections, the factors above, together with more technical aspects of establishing proper protections for multiple creditor classes, increase the challenges for multi-tier bank-bond structures. "While the continued internationalization and convergence of the Asian financial markets seem inevitable," explains Kaya Proudian, partner in White & Case's Singapore capital markets group, "factors unique to the region add additional challenges and opportunities." Huangpu District, Shanghai, China© Radius Images / Corbis24 White & Case CASE STUDY: APCOA PARKING APCOA has been one of the hottest names in the restructuring market in 2014. It broke new ground in relation to an "amend and extend" scheme in early 2014 when it established sufficient connection to England off the back of a change in governing law. This was followed by a second scheme in late 2014, which was aggressively opposed, and its sanction by the High Court was appealed to the Court of Appeal (although ultimately the appeal was withdrawn). The APCOA group is a leading car park operator managed by its German parent, APCOA Parking Holdings GmbH, with operations across Europe. The group was in severe financial distress and needed to find a way to restructure its debts in the face of dissenting creditors. In recent years, schemes have become the international restructuring tool of choice in part because of their flexibility and the sophisticated compromises that can be implemented under them. They can also be used to override unanimous contractual provisions and implement restructurings, with the consent of 75 percent by value and a majority in number of creditors present and voting at a creditors meeting. However, in order for a foreign company to use a scheme, it must have "sufficient connection" with the UK. Grounds for "sufficient connection" include where the company has assets or operations in the UK, or financing arrangements governed by English law. More recently, it has also been achieved by shifting a company's centre of main interest to the UK. APCOA had no real assets or operations in the UK, it was not in a position to shift its center of main interest and its finance documents were German-law governed. However, APCOA was able to change the governing law of its facilities agreement from German law to English law on majority lender consent. Before APCOA, it was unknown whether the English courts would sanction this as a legitimate way of creating sufficient connection. The uncertainty was answered when the Court sanctioned the APCOA scheme of arrangement, allowing APCOA to use a scheme to restructure its debts. Following the court's judgment, we can expect that other foreign companies, otherwise lacking the ability to assert sufficient connection, will use APCOA as a precedent for this route to establish sufficient connection and to take advantage of the flexibility provided by a scheme and UK restructuring tools. Rebuilding abroad International restructuring tools can also provide value preserving options for companies looking to restructure their debt, as demonstrated by the increasing flexible and prevalent use of the UK Scheme of Arrangement. Below we highlight four key points to consider in relation to UK Schemes of Arrangement. Access for foreign companies. While foreign companies using UK Schemes of Arrangement as a means to restructure their debt obligations have been increasingly prevalent in the last few years, the sanction of German parking solutions company APCOA's recent Schemes of Arrangement (see case study, right) was one of the hottest topics of the 2014 restructuring market. APCOA represents the first case where a company amended the governing law of its finance documents in order to create sufficient connection with the UK to avail of its restructuring tools. APCOA otherwise had no real UK assets or connection. "APCOA represents a milestone in the market because it was the first case where sufficient connection was based on a change of governing law of the company's finance documents. Of course, such proposals are not without risk and need to be considered on a case by case basis taking all relevant factors into account," says Laura Prater, partner in the financial restructuring and insolvency group at White & Case, London. It's flexible. The scheme provides a flexible means of negotiating restructurings through a court-sanctioned compromise. This can include relatively simple amends and extends and debt for equity swaps all the way through to highly sophisticated and complex compromises. The threshold to approve a scheme is 75 percent by value and majority by number of each class of creditor present and voting, and it has the effect of binding dissident creditors to the arrangement. An option other than a COMI transfer. Transferring the center of main interests (COMI) of a group company to avail of the UK jurisdiction can be challenging and administratively burdensome. The APCOA decision has paved the way for foreign companies to consider another option when looking to take advantage of the flexibility of the UK restructuring tools. "Do we think this will lead to a rush of foreign companies looking to change the governing law of their finance documents to avail of the UK jurisdiction? Not necessarily," says Prater. "However, the ability to change the governing law of a company's finance documents, with relatively low creditor consents, to create sufficient connection to the UK jurisdiction has been a long debated topic amongst restructuring lawyers, and there is no doubt that this precedent will lead to other companies considering this as an option." A value preserving option in a growing bond environment. With high yield instruments becoming increasingly prevalent, the flexibility offered in the form of a UK Scheme of Arrangement, should a restructuring be necessary, is certainly a plus for foreign companies. "The increased flexibility of UK Schemes of Arrangement as a restructuring tool is a very welcome development, particularly as we see the European high yield bond market deepening and lower-rated companies issuing" says David Becker, partner on the White & Case London capital markets team. "Over the next few years, we may well see some of these having to undergo a restructuring, and the smoother the path, the better for borrowers and creditors alike."World Financial Center, China © Danita Delimont Images / Getty26 White & Case © 145/Jeremy Woodhouse / Ocean / CorbisComing of age: The changing face of international leveraged debt 27 Europe's leveraged debt markets experienced a huge upheaval in 2014. The volumes and values increase significantly, and the very nature of the market changed and expanded. As a result, investors, products and the markets became more integrated across Europe and the world. Several factors have underpinned these developments. The rise in private equity activity has guided the loosening of regular covenant protection in high yield bond markets, while leveraged loans received a boost as M&A activity picked up, particularly in the telecoms sector, with corporates and sponsors competing for deals. New precedents are also being set around covenants: Incurrence-based covenants have become increasingly prevalent in European loans, allowing sponsors and corporates to negotiate more US-style terms for their deals. The growing popularity of these deals could build to a wave of deals similar to those seen in the United States. Formerly risk-averse investors are now looking across the European leveraged debt market spectrum in search for yield as central banks keep interest rates low. This trend has come to the fore as CLO issuance picks up across Europe. At the same time, alternative capital structures that benefit from these developments are on the rise. Europe's mature markets, such as France and the UK, have shown growth in leveraged debt, but a major part of the growth story has been in markets that had been rocked by a series of economic crises. Spain's leveraged loan market, for instance, has returned in part due to a booming construction sector, while high yield demand is expected to increase. The European leveraged finance market will continue to converge in 2015 and beyond from a number of perspectives, each of which presents new opportunities and challenges for issuers and borrowers alike: Convergence of markets. Historic differences in approaches due to legacy lending and diverse country-bycountry infrastructures will continue to give way to a more global market. Convergence of investors. In the loan market, US investors looking for global investment opportunities will meet European corporates and sponsors seeking dollar-denominated borrowings. In the bond market, classic Eurobond international investors seeking high yield risk will meet high yield investors expecting US-style deal constructions. Convergence of products. As high yield bonds solidify their place as a mainstream financing alternative in Europe, term loan B emerges as the cov-lite alternative in the loan market, with New York law and English law becoming more interchangeable alternatives within product groups. In addition, the emergence of alternative finance providers could see an even greater blurring of lines and the rise of hybrid finance structures, as investors continue to search for yield. Market participants, encouraged by these developments, will continue to push barriers as new products and markets develop. On top of this, companies with existing debt, or sponsors considering transformative transactions, will start to think laterally about their capital as markets and courts become more receptive to precedent-setting deals. As markets, investors and products continue to meld, issuers and borrowers must adapt to these changing conditions to reap the most from leveraged debt. The European leveraged finance market will continue to converge in 2015 and beyond from a number of perspectives, each of which presents new opportunities and challenges. Chicago, Illinois Leveraged debt markets in 2015: The convergence era28 White & Case Our global leveraged finance team EMEA David Becker Partner, London E email@example.com Rob Bennett Partner, London E firstname.lastname@example.com Samir Berlat Partner, Paris E firstname.lastname@example.com Matthias Bochum Local Partner, Hamburg E firstname.lastname@example.com Thierry Bosly Partner, Brussels E firstname.lastname@example.com Iacopo Canino Partner, Milan E email@example.com Colin Chang Partner, Paris, London E firstname.lastname@example.com Paul Clews Partner, London E firstname.lastname@example.com Nicholas Coddington Local partner, Warsaw E firstname.lastname@example.com Joz Coetzer Partner, Johannesburg E firstname.lastname@example.com Margaret Cole Partner, Abu Dhabi E firstname.lastname@example.com Jill Concannon Partner, London E email@example.com Lee Cullinane Partner, London E email@example.com Christopher Czarnocki Partner, London E firstname.lastname@example.com Florian 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London E firstname.lastname@example.com Natalia Nikitina Partner, Moscow E email@example.com Tomasz Ostrowski Partner, Warsaw E email@example.com Carl Hugo Parment Partner, Stockholm E email@example.com Christian Pilkington Partner, London E firstname.lastname@example.com David Plch Partner, Prague E email@example.com Laura Prater Partner, London E email@example.com Raphaël Richard Partner, Paris E firstname.lastname@example.com Juan Manuel de Remedios Partner, Madrid E email@example.com Leïla Röder Partner, Frankfurt E email@example.com Tom Schorling Partner, Frankfurt E email@example.com Vanessa Schürmann Local partner, Frankfurt E email@example.com Marcin Studniarek Partner, Warsaw E email@example.com Yoko Takagi Local partner, Madrid E email@example.com Tanja Törnkvist Partner, Helsinki E email@example.com Gernot Wagner Partner, Frankfurt, London E firstname.lastname@example.com Justin Wagstaff Partner, London E email@example.com Magnus Wennerhorn Partner, Stockholm E mwennerhorn@ 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practice comprising White & Case LLP, a New York State registered limited liability partnership, White & Case LLP, a limited liability partnership incorporated under English law and all other affiliated partnerships, companies and entities. This publication is prepared for the general information of our clients and other interested persons. It is not, and does not attempt to be, comprehensive in nature. Due to the general nature of its content, it should not be regarded as legal advice. ATTORNEY ADVERTISING. Prior results do not guarantee a similar outcome. White & Case whitecase.com In this publication, White & Case means the international legal practice comprising White & Case llp, a New York State registered limited liability partnership, White & Case llp, a limited liability partnership incorporated under English law and all other affiliated partnerships, companies and entities. This publication is prepared for the general information of our clients and other interested persons. It is not, and does not attempt to be, comprehensive in nature. Due to the general nature of its content, it should not be regarded as legal advice. © February 2015 White & Case LLP Debtwire Debtwire publishes real-time news and data on high yield, distressed debt, leveraged finance, and restructuring situations globally through its own network of financial journalists and analysts. For more information, visit: www.debtwire.com Xtract Research Xtract Research provides covenant analysis for the High Yield Bond and Leveraged Loan markets for institutional investors, law firms and debt capital market practitioners. For further information, visit: www.xtractresearch.com Disclaimer This publication contains general information and is not intended to be comprehensive nor to provide financial, investment, legal, tax or other professional advice or services. This publication is not a substitute for such professional advice or services, and it should not be acted on or relied upon or used as a basis for any investment or other decision or action that may affect you or your business. Before taking any such decision, you should consult a suitably qualified professional advisor. Whilst reasonable effort has been made to ensure the accuracy of the information contained in this publication, this cannot be guaranteed and neither Mergermarket nor any of its subsidiaries or any affiliate thereof or other related entity shall have any liability to any person or entity which relies on the information contained in this publication, including incidental or consequential damages arising from errors or omissions. Any such reliance is solely at the user's risk. Published in association with Debtwire and Xtract Research Part of the Mergermarket Group mergermarketgroup.com For more information, please contact: Robert Imonikhe Publisher, Remark, part of the Mergermarket Group Tel: +44 207 010 6100


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MOVIE SYNOPSIS [ General Audiences ] Feature film of Joseph T. Spence. Its premiere was performed in 2014, it is a production of USA. You can watch Sing the Blues online on TV cable or theaters with original audio in English at different dates. This film premiered in theaters in 2014.
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Runtime: 61 minutes
Judson Spence.
61-minute film (full movie) directed by Joseph T. Spence.
The original audio of Sing the Blues has dialogues in Dolby Digital, it was produced in USA.
It premiered in cinemas or television in 2014.
Screenplay written by Judson Spence and Joseph T. Spence.
Joseph T. Spence.
Without commercial breaks, the full movie Sing the Blues has a duration of 61 minutes; the official trailer can be watched in streaming on the Internet. You can watch this full movie free in EnglishDolby Digital in movie TV channels, renting the DVD or with VoD services (Video On Demand player, Hulu) and PPV (Pay Per View, Netflix).
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text:
Swinging Rhymes (Ten Pieces in Popular Styles)
Piano - Grades 1-5
Easier Piano Pieces 81. Composed by Terence Greaves. Piano Popular Albums. Easier Piano Pieces. Popular Albums. Sheet Music. 16 pages. Published by ABRSM (Associated Board of the Royal Schools of Music) (PE.9781854726445).
Item Number: PE.9781854726445
ISBN 1-85472-644-7. 9 x 12 inches.
Terry Greaves takes a good-humoured look at ten nursery tunes and reclothes them in a variety of popular styles. Swing Rock and Latin beats propel these pieces forwards to provide some excellent light-hearted or encore fare. A second collection is published as More Swinging Rhymes.


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Gastrointestinal Disorders with Pregnancy. Amr Nadim, MD Ass. Prof. of Obstetrics and Gynecology Ain Shams faculty of Medicine. Topics to be covered. Hepatic Disorders Intrahepatic Cholestasis Chronic Liver Diseases Viral Hepatitis Hepatitis A Hepatitis B Hepatitis C and others.
Download Policy: Content on the Website is provided to you AS IS for your information and personal use and may not be sold / licensed / shared on other websites without getting consent from its author.While downloading, if for some reason you are not able to download a presentation, the publisher may have deleted the file from their server.
Amr Nadim, MD
Ass. Prof. of Obstetrics and Gynecology
Ain Shams faculty of Medicine
Mortality may approach 5% in case of surgical delay


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209 Lazy Lake Dr, Fall River WI 53932 Sold for $360,000 on 02/15/2017
Features of 209 Lazy Lake Dr Fall River WI 53932
- Residential Home
- Status: Sold
- County: Columbia
- Bedrooms: 4
- Full Bathrooms: 3
- Half Bathrooms: 1
- Est. Square Footage: 3,941
- Acreage: 1.0
- Subdivision: Na
- Elementary School: Fall River
- Middle School: Fall River
- High School: Fall River
- Property Taxes: $7,053
- Property Tax Year: 2015
- Access Type: Has access rght- no frntg
- Listing Company: Starritt-Meister Realty, Llc
Property Description for 209 Lazy Lake Dr Fall River WI 53932
209 Lazy Lake Dr Fall River WI 53932 - This executive level property, comprised of a main house and detached outbuilding, is situated on two parcels and includes additional out lots with frontage on Lazy Lake. Homeowners have commissioned custom cabinetry throughout the house: at the kitchen, the full wet bar at the lower level, side bar at the sun room, fireplace mantles and surrounds. The home showcases tile floors, bath surrounds and wainscoting. Off the sunroom, one can view the nearly one acre backyard and additional heated garage from the generous deck. More amenities and features than a buyer might expect for the price.
Room Dimensions for 209 Lazy Lake Dr Fall River WI 53932
- Family Rm: 22.0 x 14.0
- Kitchen: 14.0 x 12.0
- Living Rm: 19.0 x 13.0
- Dining Rm: 12.0 x 11.0
- 2nd Other Rm: 19.0 x 19.0
- Laundry Rm: 8.0 x 5.0
- Master BR: 15.0 x 11.0
- BR 2: 13.0 x 10.0
- BR 3: 12.0 x 10.0
- BR 4: 20.0 x 18.0
- Other Rm: 34.0 x 14.0
Other rooms
- Exposed, Full, Total finished, Walkout
Interior Features
- Heating/Cooling: Central air, Forced air
- Water Waste: Non-Municipal/Prvt dispos, Well
Building and Construction
- Contemporary
- 2 story
- Exterior: Deck, Storage building
- Construction Type: E
Land Features
- Waterfront/Access: Y
|MLS Number
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|Previous Status
|Activity Date
|New List Price
|Previous List Price
|Sold Price
|Feb 15 2017 5:47PM
|Dec 14 2016 9:46AM
|Oct 10 2016 8:46PM
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REELZ Channel's 'Autopsy' Premiere: Remembering Robin Williams
This post is sponsored by REELZ; however, all thoughts and opinions expressed are my own.
His was a voice I grew up with. His was a voice my children loved as he brought cartoon characters to life in a way that only he could. His was a voice that will be forever missed.
Nearly one year ago, on August 11th, 2014, the world lost a wonderful man who brought joy to so many. Robin Williams was an icon — IS an icon in my eyes and the eyes of so many others. We will never forget how his films made us feel. How we laughed and cried and laughed again. At the age of 63, Robin left this world and there will always be a space in my heart for him and others who turn to suicide to escape pain. It broke my heart to hear of the news. The man I'd watched wow the world in Good Will Hunting and Mork and Mindy. He made my children smile in Happy Feet and Aladdin. We rooted for him in Mrs. Doubtfire and cried tears of joy through his portrayal of Patch Adams.
There are so many of Robin's films that I have watched again and again — and that my children will always enjoy. Now, it's with a hint of sadness and heartache that we watch his movies but we'll never stop. He gave a gift to this world and we'll honor it for always.
We invite you and so many others who wish to celebrate his life and learn more about his passing to join REELZ Channel for the premiere of the Autopsy special on August 8th at 10pm ET/7pm PT.
Please remember that the National Suicide Prevention Lifeline, available in both English and Spanish, is open 24/7 at 1-800-273-8255. This is such an important service and we hope you'll freely share this information far and wide to help those around you.


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Contact Info / Websites
All 15 game Reviews
College Life 1
Rated 4.5 / 5 stars
the school uniforms
Are they based off of the ones from Nogizaka Haruka no Himitsu?
Symphonic TD - Halloween
Rated 5 / 5 stars
ANOTHER one?
cant wait for the christmas one
Coinbox Hero
Rated 4 / 5 stars
I accidentally X-ed out...
please add a save/load option...
Rated 3.5 / 5 stars
direction lag
every now and then,he kept running in a single direction,its pissing me off,please do something
Vomiting Happy Cat
Rated 4.5 / 5 stars
i think im high
great game XD
Sonic scene creator 5
Rated 5 / 5 stars
Toys Vs Nightmares
Rated 5 / 5 stars
dont listen to what people say about plants vs zom
PEOPLE IT IS A TOWER DEFENSE GAME,OF COURSE IT'S LIKE P VS. Z,HE IS COPYING NO ONE. God,you stupid kids...
Symphonic Tower Defense
Rated 5 / 5 stars
an idea
try and let us upload our own songs so as for us to be able to play along with our favorite songs.im pretty sure that's a little difficult to do though,just a suggestion.
Rebecca Whack: Friday
Rated 4 / 5 stars
it was a good idea for a game,great time killer
but ive seen better.i also see some bugs in the game.the controls were somewhat difficult for me,and the upgrades-well there werent really a lot-overall great game and i will be returning to play it in the future
Red Dragon Rampage
Rated 1 / 5 stars
at first it was fun but then sooo many bugs arose!i cant even heal myself!u cant attack the archers either!bullshit


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Nickel Creek was in the home stretch of its often sublime 25th anniversary tour concert at the Balboa Theatre Tuesday night when singer and mandolin wizard Chris Thile explained the Grammy Award-winning trio's nearly seven-year-hiatus from performing and recording.
The reason, he slyly claimed, was that the genre-leaping San Diego-bred trio had been stymied in its quest to come up with memorable titles for its vocal-free songs. On Tuesday, those instrumentals accounted for five of the nearly two-dozen selections performed and included "Scotch & Chocolate," "Ode to a Butterfly" and the stately and haunting "First and Last Waltz."
"A lot of people ask us why we took six-and-a-half years off," Thile, 33, told the sold-out, loudly enthusiastic audience. "We ran out of instrumental (song) titles!"
Violinist and singer Sara Watkins, 32, bolstered this contention. With a nearly straight face, she said: "These titles do not come very easily."
Both of them lamented that "Smoothie Song," the group's most popular instrumental number -- which, back in the last decade, was played in regular rotation by San Diego radio station KPRI FM -- lacked a suitably profound title to match its instrumental eloquence.
These remarks were a prelude to their next piece, a highlight on Nickel Creek's superb new album, "A Dotted Line." It has "the best instrumental title" in the group's repertoire, Thile boasted. "It's the crown jewel!" Watkins agreed.
With that, Thile, Watkins, her guitar-playing brother, Sean, 37, and the band's touring bassist, Mark Schatz, ripped into "Elephant in the Corn." The five-minute instrumental romp that followed was as infectious as it was deviously constructed and deftly executed.
With a winning combination of pinpoint precision and rollicking abandon, "Elephant" featured wonderfully intricate unison lines, sudden but seamless shifts in mood and tempo, and the turn-on-a-dime dynamic control that has long been a Nickel Creek trademark. It drew from bluegrass, jazz, Celtic and more, mixing them together with seamless virtuosity and a welcome absence of showboating.
Of course, the actual reasons Thile and the Watkins siblings decided to begin an extended hiatus in 2007 had nothing to do with feeling challenged to come up with catchy titles for their instrumental opuses.
As they discussed in an in-depth interview in Sunday's U-T San Diego, each of them needed time for individual musical and personal growth, in order to stretch out and explore new vistas on their own. By doing so, they were able to freely evolve and experiment, without having just a single creative outlet, Nickel Creek. The talent-packed group had simply (and complexly) grown too constraining as the sole aural vehicle for three such accomplished and ambitious performers and songwriters.
Now, happily back together, they each bring new strengths and greater confidence to the band, as Tuesday's concert made vividly clear. It was the penultimate date on the first leg of their highly anticipated reunion tour, which resumes this summer. And it was a celebratory event for both Nickel Creek and its multi-generational, hometown audience.
"Home, sweet home!" Thile said, as he and the Watkins took the stage after a marvelous opening set by The Secret Sisters, an Alabama Americana-music group that should have a bright future.
Nearly two hours later, just before Nickel Creek performed its fourth and final encore selection, Sara Watkins told the cheering audience: "We started 25 years ago at (the weekly bluegrass jam sessions) in Oceanside at That Pizza Place. Twenty-five years later, we're playing here tonight. Thanks so much."
Not coincidentally, the concert began and ended with "Rest of My Life" and "Where Is Love Now," the opening and closing selections from Nickel Creek's new album. The group included four other choice songs from the album, a move clearly designed to ensure the performance focused as much on Nickel Creek's present and possible future as on its wonderfully rich past.
Or, as Thile sang at the start of the concert: What a great way to start the first day of the rest of my life. (A few moments later in the same song, "Rest of My Life," he offered an amusingly contorted facial expression when he sang the words "ear-splitting headache.")
Thile and the Watkins traded off on lead vocals throughout the evening, and each was a delight to hear. So was their between-song quips, at least half of which sounded spontaneous. But it was the trio's luminous, two- and three-part harmonies that helped make the evening even more memorable.
In an age of synthetic, Auto-Tuned blandness and empty histrionics by "singers" who think that emoting means to bludgeon every other note, Nickel Creek's ability to blend and weave their intertwining vocal parts with such earthy finesse is all the more enjoyable, and rewarding, for its listeners.
Tuesday's repertoire mixed an array of Nickel Creek classics, including "The Lighthouse's Tale," "This Side," "The Fox" and the achingly beautiful "Sabra Girl," with such newly minted gems as "You Don't Know What's Going On," the gospel-flavored "21st of May" and "Destination," which -- with the addition of drums and electric guitars -- could become a neo-power-pop hit. Happily, Nickel Creek can create plenty of aural combustion solely with acoustic instruments and their alternately exuberant and understated singing.
There may be a few other bands -- although I can't think of any off the top of my head -- who can match this supremely gifted trio, vocally or instrumentally. But none come to mind who are as accomplished in both departments, let alone any whose members are also so skilled as songwriters.
So, welcome back Nickel Creek. May the next 25 years be just as gratifying, with or without any multi-year hiatuses.


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Missy Martinez gets licked then grabs his cock and slides into her twat
Duration: 3min 00sec Views: 12 985 Submitted: 5 years ago Submitted by:
Description: Latina MILF Missy Martinez is a slutty teacher that has fallen for a young bad boy so hard she's willing to risk everything just to get at his dick. She finds him in the library, whips her tits out and makes her intentions clear. She gets screwed from behind like never before.
Channel: Brazzers Network
Pornstars: Missy Martinez


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Tuukka Rask Impressed With Bruins Effort in Game 5
Tuukka didn't pitch a shutout tonight, but he was rock solid while the Bruins grabbed the lead in Game 5 and never looked back.
"We did everything we wanted to," Rask said after the 4-2 victory over the Canadiens. "Good start. Kept pushing, kept pushing, got the power play goal. Never looked back, so it was a great effort from everybody."
Rask got into a bit of a scrum in front of his net late in the first period when Tomas Plekanec went to the box for goalkeeper interference and a fight nearly broke out while Rask's teammates jumped to his defense.
"Yeah, I think every hockey team expects that," Rask said of the support he received form his teammates. "We're a tight group and we stick [up] for each other. If something happens, we do it. But nothing serious."
Montreal had fewer scoring chance on Rask compared to the last couple of games.
"I think we've been really solid defensively throughout the series," Rask said. "They've had some chances, but nothing too crazy and I think the consistency for us has got to be there every game."
"When you get burned a couple of times you, obviously you have to learn from your mistakes and I think we did. Today they were down by a couple of goals and obviously they tried to stretch that guy out there again and we were awake and alert, and that's good to see. "
Rask spoke about going from playing catchup all series to playing with the lead in Game 5.
"Yeah, we're a pretty good team when we have the lead," he said. "If it's a three goal lead or two goal lead we try to play the same way, and I I think today was a pretty good example of that. We never sat back we just kept going and playing our system. It gives you that little bit of breathing room when you have a lead, for sure."


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Feds 'aware' of climate change risks, but IPCC authors say politics delaying action
Prime Minister Stephen Harper. Politicians in Canada and internationally, are delaying taking serious action on climate change mitigation because tough policies don't have an immediate payoff and will take decades to have an impact on climate change, say experts. The Hill Times photograph by Jake Wright


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"Inspire Transitions helped me settle into our new home a thousand miles away from Florida. They were kind and caring as they helped me get rid of clutter and gadgets that were more of a burden than a pleasure to have! After helping me sort through things I had accumulated, the final product was a lovely home with personality, without the clutter or stress! It also helped with marital harmony! Many people have commented on the interior design, colors and style of the interiors, thanks Inspire Transitions, you are one in a million!" —Grace
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Fachschaft Doktorat
The Fachschaft Doktorat is the representation of interests of doctoral candidates at the TU Wien. A small group of volunteers, including five officially elected representatives, take care of your requests.
Our areas of responsibility are manifold, since the border between students and university employees is often blurred heavily for doctoral candidates. Among many things, we are co-designing the curriculum within the study commission and we are closely working togehter with rectorate and the employee organization for scientific personal of the TU Wien.
The process of decision finding is open for all PhD candidates at our jour fixe meetings and each pre-doc can has one vote. This means you can join us at our meetings and introduce issues and positions in one of our jour fixe meetings.
As a member of doktorat.at, an open platform for doctoral candidates (PhD equivalent) and junior researchers for the whole of Austria, we represent the interests of our doctoral candidates not only at the TU Wien, but also on a federal level. Furthermore, Fachschaft Doktorat works closely together with representatives at the university level (HTU) and the national level (ÖH).
For further information about the activities of the Fachschaft Doktorat, please take a look at our activity report.
The location of Fachschaft Doktorat can be found in contact.


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- Structure
- Medical Academy
- Neuroscience Institute
- Laboratories
Laboratory of Molecular Neurobiology
Address:Laboratory of Molecular NeurobiologyNeuroscience InstituteLithuanian University of Health SciencesEiveniu st. 4Kaunas LT-50161Lithuania
Phone number: +370 37 302967
Head of the Laboratory:
Andrius Kaselis, PhD, email@example.com
prof. Ilona Sadauskienė, PhD, firstname.lastname@example.com
Aistė Jekabsone, PhD, email@example.com
Rasa Bernotienė, PhD, firstname.lastname@example.com
Arūnas Liekis, PhD, firstname.lastname@example.com
Laboratory history
In 1976, a group of scientists in Department of Biological and Bioorganic Chemistry began to study the biochemical peculiarities of energy generation in tissue repair. This group was the core of Pathochemistry Laboratory, founded in 1979. In 1982, the Laboratory was integrated into the structure of the Central Research Laboratory. Extending their scientific research, in 1983 some of the scientists assigned to the independent Laboratory of Physical and Chemical Research, renamed in 1988 into Laboratory of Clinical Chemistry. In 1992, the laboratories merged into the Laboratory of Pathochemistry of Institute for Biomedical Research. In 2011, the Laboratory of Pathochemistry was reorganized into the Laboratory of Molecular Neurobiology of Neuroscience Institute.
Research topic
Title: The role of the oxidative stress in aging
The aging appears to be one of the main reasons causing many of neurodegenerative diseases.This study is intended to evaluate the changes of the antioxidant defence system activity in the brain and other organs, during aging and to answer the question whether natural antioxidants are good for healthy aging. It is planned to assess the antioxidant defence system activity and lipid peroxidation of the laboratory animals of different ages; to determine the biochemical mechanisms of the impact of prooxidants in animal organs; to assess the effects of natural antioxidants on the cellular antioxidant defence system; and to evaluate the apoptosis in the organs of different ages animals, exposed to either prooxidants and antioxidants.
The results will be important both for researchers, working in the field of gerontology and for pharmaceutical specialists, developing natural medicines and supplements known to have antioxidant properties.
Main projects
The Laboratory participates in a project of the Advanced Pharmaceutical and Health Technologies Centre of Lithuanian University of Health Sciences. The researchers have access and are actively using open access facilities of the Laboratory for Pharmacological Regulation of Pathological Processes and Research of Drug Metabolism.
2011-2012 – joint LSMU and Institute of Public Health and Environment (Bilthoven, The Netherlands) project "Are supplements good for healthy ageing?"
International collaboration
Institute of Public Health and Environment (Bilthoven, The Netherlands), University of Aarhus (Denmark), University of New York (USA).
|2017 - 2011 main publications (53,66 KB)
Updated on 6th November 2017


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Pros: modern interior (think kimpton or w hotel), really big bathroom, good bar/restaurant, gated parking lot, free escalade shuttle, good service
Cons: slight smell in the lobby (didn't smell in rooms), mattress was really soft, bed was very shaky (I think there was a lose screw but too lazy/too late to call maintenance), slightly expensive room rate
this hotel reminds me a lot of a kimpton hotel. Pleasant surprise in KC. Can't comment on location since I was in town for one night. I would definitely recommend staying here!
- Official Description (provided by the hotel):
- The former Gate City National Bank building has been transformed into a chic boutique hotel in Kansas City offering luxury accommodations and elegant public spaces. Ambassador Hotel Kansas City, Autograph Collection is a premier space for business and leisure travel. Built in 1920, our seven-story structure exhibits the neoclassical style favored at the time. The building retains the striking architecture that put it on the National Register of Historic Places. Lobby walls and curved staircase to the lower level are sheathed in marble and Reserve Restaurant provides innovative cuisine. We invite you to stay with us and experience this exceptional place, which sits within minutes of the popular Sprint Center and Kansas City Power & Light District. ... more less
- Reservation Options:
- TripAdvisor is proud to partner with Expedia, Marriott, Hotels.com, Booking.com, Priceline, Travelocity, Orbitz, Hotwire, Cheap Tickets, Cancelon, TripOnline SA and getaroom.com so you can book your Ambassador Hotel Kansas City, Autograph Collection reservations with confidence. We help millions of travelers each month to find the perfect hotel for both vacation and business trips, always with the best discounts and special offers.


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Turkish Pizza Recipe | Ground Beef Bread recipes for good dinners recipes, recipe, cuisine, recette, recettes, recette maroc, recettes marocaines, choumicha, food, moroccan food, cuisine marocaine, moroccan cuisine, recette du maroc, maroc recettes, maroc, morocco, moroccan food, cuir, cuisne du maroc, morocco food, morocco cusine, cuisne, kwizine, cuisine francaise, cuisine italienne, italian cuisine, france, french cuisine, cuisne française, cuisine francaise, ...Read More »
Roast Beef Stuffed Meatloaf recipe by the BBQ Pit Boys
Sunday dinner won't be the same after serving up this Pit Boys style Meatloaf to family and friends at your Pit. Watch the Pit Boys prepare their classic dish two ways, the traditional loaf, and the Meat Muffin loaf, perfect for kids of any age..! And they're real easy to do with these few simple tips. – YouTube's #1 Cooking ...Read More »
FOOD RECIPES how to make delicious Stir Fry Beef easy food recipes
VIDEO FOOD RECIPES – how to make Stir Fry Beef easy food recipes see more video easy food recipes : http://goo.gl/aVhZqL another delicious easy food recipes : FOOD RECIPES – how to make garlic shrimp easy food recipes subscribe us : https://www.youtube.com/channel/UCgcke4lbUgoz9Uaq-0YGqgw?sub_confirmation=1 follow us us : fb : https://www.facebook.com/EASYFOODRecipess twitter : https://twitter.com/easyfoodrecipe1 G+ : https://plus.google.com/u/0/b/104261864243147512194/104261864243147512194 recipes recipes cooking recipes of ...Read More »
The Frugal Gourmet -P2- Classic Beef Dishes – Jeff Smith HD Cooking
The Frugal Gourmet, aired by WTTW Chicago, was one of many cooking shows that I watched in the mid 80's. I recall thinking that Jeff Smith was pretty hilarious when I was a kid. Check out this classic clip.Read More »
ground beef recipes
ground beef recipes latest 2014 images Ground Beef Recipes allrecipes.com/recipes/meat-and-poultry/beef/ground-beef/ Quick and easy ground beef recipes. Casseroles, chili and more. Hundreds of trusted recipes with photos and tips from home cooks. Ground Beef Recipes – Barbecue Beef Cups – Mini Meatloaves – Shepherd's Pie VI Ground Beef Recipes – Food Network www.foodnetwork.com/recipes/photos/ground-beef-recipes.html This collection is filled with ground beef recipes ...Read More »
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Recipe for Sopa de Carne Beef Soup
Welcome to my channel .I am a very happily married mommy of 8 wonderful, healthy kids.We are expecting baby # 9 . Life isn't hectic as everyone thinks .8 kids, yup a breeze for us . Video Rating: / 5Read More »
Beef Fried Rice Recipe | DITL – March 3rd 2015
A bunch of you asked so today I showed how I make my fried rice. We also got Lilly's haircut, and my gallery wall is finally complete! I also can't wait to hear in the comments what your favorite podcasts are….. Podcasts I mentioned: Diaper Dirt: https://itunes.apple.com/us/podcast/diaper-dirt-podcast-all-things/id582759230?mt=2 Social Media Mom Talk:https://itunes.apple.com/us/podcast/social-media-mom-talk/id925240239?mt=2 Power Of Moms: https://itunes.apple.com/us/podcast/power-of-moms-radio/id806993336?mt=2 HI! I am Samantha, I ...Read More »
Corned Beef Vegetable Rolls – Grace Foods Creative Cooking Kids
Isn't she cute? Sweetie pie Lee-Jae Gordon stops by the Creative Cooking set and shows us how to make Corned Beef Vegetable Rolls. She gives us a 'likkle' extra with her recipe for a Mango Smoothie to wash it all down.Read More »
Lasagna Recipe: How To Make: Beef and Cheese Lasagna Recipe: Diane Kometa: Dishin With Di # 163
Recipe: Lasagna Recipe: Italian Classic: (Meat) Beef and Cheese Lasagna Recipe: How to make a Lasagna Recipe: Meat and Cheese Lasagna Recipe with ground beef and cheese: with ricotta, mozzarella, parmesan. Three cheese! Yes "3 cheese" lasagna! The Best traditional recipe for Italian-American Christmas dinner. Get this recipe with instructions and measurements and more video recipes @ http://www.DishinWithDi.com I hope ...Read More »


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- Please select a date to see the proper prices!
Description of the accommodation:
Rooms, services Moto-Hakone Guest House Hakone is offering five tasfefully furnished, nice rooms for those looking for a place to stay at in Hakone. To learn more about the exact range of services of Moto-Hakone Guest House Hakone (including services for an extra fee) and the exact equipment of the rooms, please check the information sheet below.
Payment Advance payment by credit card or providing credit card guarantee may be necessary for finalizing the reservation, depending on the chosen date, room and price.
Arrival, opening hours The earliest check-in time to your room is 15:00, the latest check-out time from your room is 10:00. Japanese and English languages are spoken by the personnel.
Moto-Hakone Guest House Hakone rooms Rooms
- Please select a date to see the proper prices!
Accommodation services
Desk in the room


text: On the search for an appropriate metric for reaction time to suprathreshold increments and decrementsAngel Vassilev, Adrian Murzac, Margarita B. Zlatkova, Roger S. AndersonVision Research2009Weber contrast, DeltaL/L, is a widely used contrast metric for aperiodic stimuli. Zele, Cao & Pokorny [Zele, A. J., Cao, D., & Pokorny, J. (2007). Threshold units: A correct metric for reaction time? Vision Research, 47, 608-611] found that neither Weber contrast nor its transform to detection-threshold units equates human reaction times in response to… (More)


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National Board Candidate Support – Session 2. CSU Fullerton College of Education. Agenda. Parking Lot for questions Setting Groundrules Parameters for breakout session interactions Articulating a Vision of Accomplished Teaching Contextual Information Page
Download Policy: Content on the Website is provided to you AS IS for your information and personal use and may not be sold / licensed / shared on other websites without getting consent from its author.While downloading, if for some reason you are not able to download a presentation, the publisher may have deleted the file from their server.
CSU Fullerton
College of Education
Accomplished Teaching pgs. 306 and 307
Write down three ideas you have for Entry 4 (Documented Accomplishments)
Walk around and share
Record 6 ideas from other teachers


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Is aeroplane noise a problem in Reigate?
Thinking of moving to Reigate but am concerned there may be a lot of plane noise due to the proximity to Gatwick. Any thoughts from people who currently live in Reigate much appreciated.
Asked on Sep 23 2009, General in Reigate | Report content
Answers (1)
Absolutely not a problem - Gatwick is far enough away that you dont get any noise from take off or landingAnswered on Jun 10 2010, Report content
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