Mezzanine Financing for Smart Guys

Posted on August 5, 2013

No Dummies here — our clients and friends tend to be very bright people.  Because they also tend to be very busy, we thought it might be helpful to use our most recent closing to provide a brief primer about middle market mezzanine financing.

You can click on the tombstone image to the left to get the full details of the $5 million mezzanine debt placement we arranged for our fast growing, innovative client, Paramount Merchant Funding LLC.

Mezzanine debt is a key component of leveraged private equity financial structures, but it also serves an important role for companies operating in the middle market.  As companies grow rapidly, their capital needs frequently outstrip the capital available to them.

Typically new enterprises are funded with the founders’ personal capital and loans supported by their personal assets or credit.  Often they reach out to friends and family to provide additional support. Additional working capital may be provided by a factor or an asset based lender; however, if growth is rapid, the business will eventually outstrip the limits of these resources and the founder’s personal financial resources will not  support continued growth.

For a step-by-step video how-to guide for obtaining mezzanine financing, click on the image below and view the tutorial.

To download the associated PowerPoint Slides click here.

In the past the needed capital was frequently provided by banks which relied upon the borrower’s character in addition to the liquidateable value of its assets. That is a thing of the past. Today, banks without clear collateral  support to back their loans will soon invite the ire of regulators. With this regulatory threat hovering over them, most bankers have effectively abandoned the small business community in its time of need.

This has created a financing gap increasingly filled by mezzanine lenders. These firms are often structured … read the rest

The JOBS Act and the Future of Commercial Banking

Posted on June 12, 2012

America needs jobs!   That’s a point where there is universal agreement among the political parties.  So much so that Congress overwhelmingly passed the Jumpstart Our Business Startups (JOBS) Act; 390 to 23 in the House and 73 to 26 in the Senate.  My suspicion is the most of those voting for the Act had little idea of how far-reaching the effects of the JOBS Act might be.

The JOBS Act may represent the most radical change in how securities can be privately sold and business capital can be raised from private investors since the securities laws were passed in the 1930s.  Under the JOBS Act most of the restrictions with regard to solicitation that have impeded the growth of a vibrant private placement capital market among accredited investors (i.e. those with liquid net worth over $1 million or incomes over $200,000) have now been removed.

The devil is always in the details and SEC regulations promulgated under the Act could potentially curtail some of its impact.  As written, the JOBS Act has the potential to democratize the financing of business growth in a very dramatic and potentially unintended manner.  By removing many, if not most, of the restrictions on accredited investors seeking to invest in small companies, the JOBS Act provides a basis for many innovative new vehicles for small business financing to blossom.

While most of the commentary around the JOBS Act focuses on funding of startups, the real financing need is to support the expansion of the rapidly growing mid-sized companies that, according to the National Bureau of Economic Research, provide the engine for new jobs in America.  These companies typically have progressed past the startup stage.  They may have 20-50 employees and several million dollars of revenue, with the potential to grow to hundreds if not thousands of employees as … read the rest

Gear Up for the Refinancing Wall

Posted on November 14, 2011

Remember the fall of 2009? We had just survived the worst financial crisis since the Great Depression and the stock market was enjoying the early stages of a very powerful bear market rally. We could all breathe a great sigh of relief. Of course a few party poopers were still around to remind us in articles like this one published by the Wharton School that a mountain of debt built up during the bubble years of 2006 and 2007 would need to be refinanced by the middle of the next decade. This debt, measured in the trillions of dollars, encompassed both commercial loans–many generated to support highly leveraged buyout financings–and commercial real estate funding.
Chart: Distribution of leverage loan maturities, 2010-2018
Source: Ancala.com

No need to worry, 2012 was a long way in the future. Well that future is now and Wall Street is again teetering on the brink of panic. Many firms that survived the crash have seen their profits–if not their revenues–return to past highs. Large profitable corporations have successfully refinanced much of their debt with very low cost long term bonds. For much of 2010 and the first half of 2011, strong high yield and leveraged loan markets enabled even middle market firms to stabilize their debt with relatively low cost funding as well. So the question is, “Have we dodged the bullet?”

Unfortunately, two recent reports answer the question with a resounding NO. The Financial Times, in an article entitled “Door Slams Shut for Corporate Have-Nots,” describes a two tier world in which a few very strong companies like Apple Inc. have taken advantage of the recovery to build up tremendous hordes of cash. On the other hand, weaker firms remain overleveraged and at extreme risk in the event of another financial crisis or a material rise in interest rates.

To accentuate the depth of … read the rest

James Mawson – Publisher of Global Corporate Venturing

Posted on February 8, 2011


It has become increasingly clear that many large  enterprises are not very good at innovation.  The chart below, courtesy of Robert Ackerman, Founder of Allegis Capital, in the February 2011 issue of Global Corporate Venturing, shows that the share of U. S. Industrial R&D investment of corporations with 25,000 or more employees declined from 70.7% in 1981 to 37.6% in 2005.  During the same period the R&D share of companies with 1000 or fewer employees increased from 4.4% to 24.1%.


This clearly supports the primary Capital Matters theme that future jobs growth will come from small and medium sized privately held businesses.  But where will the capital come from to fund these businesses?

James Mawson has created an innovative new publication called Global Corporate Venturing which is built on two theses which may help answer this question.  Mawson believes that global corporations have learned that smaller companies have advantages in innovation.  He sees this knowledge playing out in two related trends:

  1. Even with today’s resurgence, IPO markets are a dim reflection of past glories.  As a result both venture capitalists and private equity firms increasingly recognize that they must depend on acquisitions of portfolio companies by larger strategic firms as the only realistic exit for most investments.  Increasingly strategic investment/acquisition has become a critical element in such firms’ growth paths as these larger entities control customer bases critical to the smaller firms’ success.
  2. The larger strategic entities are increasingly investing in early stage entities, often through formal internal venture capital organizations, to provide a window into new technologies and access to entrepreneurial talent.

Mawson estimates that there are now over 500 corporate venture capital organizations around the world.  The largest of these, Intel Corporations venture capital arm, invests $1 billion per year in smaller firms.  And the pace appears to be accelerating; … read the rest

George Shea – Private Equity Provides IT Growth Capital

Posted on February 4, 2011

In the linked interview below George Shea, Partner and Information Technology Team Leader at Focus LLC, provides an update on the strong market in information technology deals.  George shares a growing willingness in the Private Equity industry for firms to go beyond their traditional buyout structures to fund recaps that take out earlier stage investors and provide growth equity for their portfolio companies.  This can be a superior option to strategic sales for management teams that want to keep control of their operations.  Additionally George has found an increased willingness among the PE community to consider minority growth equity transactions and other innovative financing options for rapidly growing firms.

To see a the interview, click on the picture or link below:

http://proclaim.netbriefings.com/flv/focusbankers/ko168/focusbankeko168100468/

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Interview with Peter Lehrman – CEO of AxialMarket

Posted on February 4, 2011

When I first started in the M&A business there were a few hundred private equity firms in the U. S. and virtually none overseas.  Getting to know them was relatively easy.  Today there are literally thousands of PE firms in the U. S., hundreds, if not thousands  in Europe, and a rapidly growing complement of Asian and middle eastern PE firms focused on the emerging market countries. Picking the perfect candidate to acquire or invest in any particular lower middle market company has become an overwhelming challenge for intermediaries focused on a good ‘ole boy Rolodex approach to the M&A business.

AxialMarket (www.axialmarket.com) was created to fill that gap.  Axial provides an online marketplace populated by more than 1500 intermediary firms and thousands of PE firms, strategic buyers, family offices, venture capitalists and other qualified private market participants who use Axial’s controlled, trusted marketplace to confidentially source and manage a pipeline of transaction opportunities across the private markets.  Pre-qualified intermediaries have the opportunity to post blind listings of companies for sale or needing financing or recapitalization.  On the buyside PE firms as well as strategic buyers pay monthly subscription fees to have access to thousands of qualified listings.  Axial uses its sophisticated SaaS database to pre-select those buyside firms most likely to be interested in a particular deal.  These firms are then presented to the intermediary for consideration and only approved buyers are permitted to see the deal summaries.  The bottom line is that deals are getting down; more than three thousand business sales, including companies with revenues from $1 million to $400 million have been completed utilizing Axial listings since its inception.

Today we are pleased to have with us Peter Lehrman, the driving force behind AxialMarket.  Highlights of Peter’s interview (4 1/2 minutes) as well as the full interview (about 30 … read the rest