Applied Learning: Deal Simulations

A distinctive feature of the programme is its strong emphasis on applied learning.

Through four immersive Deal Simulations, each of which is delivered over a ten to fourteen day period during June and July, all students are guaranteed market practice focussed experience analysing complex corporate and finance transactions, and working directly with leading global law firms.

All of the Deal Simulations have been developed specifically for the programme and will be delivered at Bentham House and at our partner firms’ offices, exposing you to real-world deal dynamics and market-leading expertise. Building on core legal and financial knowledge you will have gained throughout the year, you will analyse transaction structures and documentation, including the underlying financial and economic drivers of the transactions, and engage with the, legal, regulatory and strategic considerations that shape major corporate and finance transactions in todays market.

Below are examples of the Deal Simulations scheduled for 2025/26, illustrating the range and depth of experiences you can expect. Please note that specific simulations and partner firms are subject to change each year.

This deal simulation will explore the structure of current market securitisations through the lens of a public UK residential mortgage-backed securitisation transaction (RMBS). Students will examine how financial, legal and regulatory drivers influence key structuring aspects, including:

  • transfer of the residential mortgage portfolio
  • on-going servicing of the mortgage portfolio following transfer
  • asset representations and warranties
  • daily and monthly cashflow allocations
  • capital structure
  • residual interests and call rights
     

This  simulation also considers the role of third parties in classic UK RMBS transactions, including rating agencies (reference will be made to the methodologies they apply to the ratings of UK RMBS transactions), regulatory considerations, and the differing motivations of originators in public RMBS markets and how these could impact and shape the transaction structure. 

Students will undertake  forensic review  of principal transaction documents and legal opinions, identifying key issues  which will require negotiation and resolution.

This deal simulation examines a typical, highly levered, private equity acquisition of a private company group incorporated in England and Wales. Students will analyse factors which may affect the structure of the acquisition, including market expectations, legal principles, tax considerations, and investor and lender requirements. 

The simulation introduces a typical financing structure and follows the transaction lifecycle from initial term sheet to completion. As part of the process, students will  consider the roles of the transaction parties and advisers, and assess the impact of regulatory, tax and other considerations on  financing structures and transaction documentation. 

The simulation includes a review of the principal transaction documents and legal opinions, alongside a list of key issues that will require negotiation and resolution.

This  deal simulation explores the anatomy of a restructuring involving a private equity owned distressed borrower which has issued super senior, senior and junior debt (variously secured and unsecured). The borrower is a highly regulated, over-indebted business facing operational headwinds. 

The simulation will examine a capital structure, identifying the key terms of the relevant debt instruments. Working from a hypothetical scenario reflecting the position and competing interests of sponsors, borrowers, lenders and other stakeholders. Students will assess valuation and financial advisory materials touching on the borrower’s sustainable debt profile.

Students will be grouped to represent different core stakeholders and will be asked to consider the relevant legal and financial issues that each stakeholder should address in order to improve the borrower’s position. In doing so, students will be asked to review core documentation, including debt and intercreditor documentation, corporate structure, financial statements and advisory presentations. 

Students will also consider how a negotiated deal could be implemented in practice, taking into account the majority thresholds under key documents and the potential use of formal legal processes to address  dissentients or hold-out creditors.

This simulation centres on a complex cross-border private sale involving disparate counterparties, multi-jurisdictional risk allocation, bespoke tax structuring and innovative bondholder dynamics.

Students will work through the transaction lifecycle from initial strategy and key terms, through SPA negotiation, signing and completion. Along the way, students will interrogate valuation mechanisms, conditionality, risk allocation, and the interaction between equity and debt stakeholders.

The simulation includes sophisticated negotiation and structuring considerations. Students are required to think beyond the SPA, considering how counterparty dynamics and capital structure influence leverage, risk allocation and overall execution strategy.