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

A Wonderful Life for Community Banks?

Posted on December 27, 2012

During the yearend holidays we reach out for the comfort of the familiar.  One of the best ways to do that is to revisit films with a seasonal focus such as White Christmas, Miracle on 34th Street and most particularly It’s a Wonderful Life.  Directed by Frank Capra and released December 20, 1946, the film, starring Jimmy Stewart and Donna Reed tells the story of a young man, George Bailey, who was plunged into a difficult and entirely unfair situation as a result of the actions of others beyond his control.  George is driven to a point of such deep despair that he is considering suicide.  He is saved by a guardian angel and the support of those for whom he has toiled unselfishly for years.  For decades the film has provided us with the assurance that, if we just do right by others, we will ultimately be redeemed.

Great film of course, but did you ever think about the underlying issues that forced George Bailey to consider jumping off a bridge?  Bailey begrudgingly inherited a community-oriented Building and Loan Association in the 1940’s when just before Christmas his Uncle lost over $8,000 on the way to make a deposit.  The regulators had just arrived at the Building and Loan and found the loss.  They promptly issued a warrant for George’s arrest.  Even though he was innocent George was so unwound by the actions of the regulators that he felt his life was at end.

Fast forward to 2012.  This time don’t look for a friendly angel to save a Jimmy Stewart style hero.  On December 4, 2009 the FDIC seized Buckhead Band and sold its assets to State Bank and Trust Company of Macon, Georgia which also assumed the liabilities of the Buckhead Bank.  On December 3, 2012, just one day … read the rest

Citigroup Changes Reflect Banking Industry in Transition

Posted on December 6, 2012

John M. Mason

Banking, in the past, has always been about people. Banking was built up around customer relationships and you had to have people to create customer relationships.

Bank of America (BAC) has about 275,000 employees; Wells Fargo (WFC) has some 265,000; JPMorgan Chase (JPM) has about 260,000; and Citigroup (C) also has around 260,000 employees.

Banks needed people to relate to their customers, to entertain their customers, to solve problems for their customers and to smile at their customers. People, we were told, were the “face” of the bank.

But, observers of the actions taken by Citigroup argue that this is only the first step, according to a piece in the Wall Street Journal, the “opening salvo in a wave of cutbacks, business sales and other moves that could reduce the company’s global reach.” In another article in the Journal it is argued that this move “had better not turn out to be the whole show. Citi still needs reinvention.”

Departments need to go. Subsidiaries need to go. And, so on and so forth. The bank needs to be structured for the twenty-first century.

I certainly agree that commercial banks need to restructure. And, I certainly agree that banks need to become less of a “people” business. But, this is all a part of the evolution of the banking industry.

Let me begin with a true story.

In 1972, I joined the faculty of the Finance Department of the Wharton School at the University of Pennsylvania. This department was one of the leaders in the “new wave” of financial research talking about “betas” and the “CAPM model” and other such exotic topics of the time.

My background was banking and there were no courses at the time at Wharton about the management or … read the rest

November 2012 Capital Matters Newsletter

Posted on November 21, 2012

 Will 2013 Witness a Mergers and Acquisitions Boom?

The market for mergers and acquisitions is highly cyclical. After more than 25 years in the business we have seen a lot of ups and downs. Certainly the last 5 years witnessed one of the sharpest declines we’ve witnessed.

Source: Pitchbook

However, recent developments lead us to believe that we could be quickly moving into a period of very rapid recovery that will take the M&A market to new highs both in terms of deal volume and valuations.

In our last newsletter we presented evidence that valuations for good middle-market companies have approached the heady levels seen in the mid 2000s.  Since then we have seen tangible evidence that transaction volume is increasing as well:

•    Axial Market is the leading transaction listing service for middle market M&A transactions.  Axial recently reported a very strong rise in new deal listings in for October 2012

Source: Axialmarket

•    Andrew Ross Sorkin recently publish an article in the New York Times entitled More Money Than They Know What To Do With indicating that the largest private equity firms are expected to become much more aggressive in bidding for mega deals to use their “dry powder” of committed, but unexpended investment funds.  Sorkin indicates that $200 billion of committed capital must be spent over the next twelve months or returned to investors.  As a result he reports that private equity deal volume jumped from $17.1 billion in Q2 2012 to $45 billion in Q3 and that purchase price multiples have jumped in 2012 to 10.6 times EBITDA from 10.3 times EBITDA in 2011.

•    In our own practice we have recently experienced a competitive aggressiveness reminiscent of 2005-2007 between private equity firms competing to buy a large building products distributor that suffered tremendously during the crash, but has recently … read the rest

Categories: Banking, Investment Banking, Mergers and Acquisitions, Middle Market, Monthly Newsletters, Private Equity

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The Bankers Are Way Ahead Of The Regulators

Posted on November 20, 2012

The Financial Stability Board (FSB), a global financial policy group comprised of regulators and central bankers, just released new information on the status of the “shadow banking” industry. First, the FSB reported that from 2002 through 2011 the shadow banking industry grew by $41 trillion. Second, the shadow banking industry now is estimated to have $67 trillion in assets.

Note, as of November 7, 2012, the Federal Reserve H.8 statistical release shows that the total assets of all commercial banks in the United States amounts to a little less than $13 trillion. Third, the United States has the largest amount of shadow banking assets in the world, about $23 trillion.

Note, the share of activity based in the United States “has decline from 44 percent in 2005 to 35 percent in 2011.” The eurozone has $22 trillion in assets while Great Britain has $9 trillion.

What is a shadow bank? Lord Adair Turner, the U.K. regulator that led the FSBs work stated, “If it looks like a bank and quacks like a bank, it has got to be subject to bank-like safe-guards.” So, shadow banking is like pornography, it is what is in the eye of the beholder … in this case the regulator. It looks, therefore, as if we are in for another major round of rules and regulation for the finance industry … worldwide!

Looking for a job? I have seen many, many references to the health industry as the place to be if you want to get employed over the next decade or so. Looks to me like we have another growth industry here! If you want to get employed in a good steady job for an extended period of time become a regulator of the financial industry. Sounds like there are going to be plenty of jobs available and … read the rest

August 2012 – The Future of Small Business Financing

Posted on August 23, 2012

Everyone loves small business.

At least that’s what the politicians want you to believe.

The reality is different. Small business is under attack from every quarter. Government policies favor large banks and large multinational businesses. Credit is tight and the banks favor the larger borrowers. Increased regulations stifle innovation and protect large incumbents that can afford teams of lawyers and lobbyists.

What’s the little guy to do? Waiting for the politicians to change the system is wishful thinking. Smart business people find ways to prosper in every environment.


And the current environment is not great for small firms. The Federal Reserve Senior Loan Officer survey has recently confirmed what we have suspected for some time: banks have been more generous in easing underwriting requirements for larger companies than they have been for smaller companies. Paynet, which maintains data on 17 million small business loans, reports that lending conditions for small firms have deteriorated in recent months after two years of bounce back from the 2009 bottom.  For additional details go to the full article on Capital Matters.


Financial Market Risk
And there’s a risk that things could get a lot worse for businesses that don’t tie down their financing soon.  We just published an article on Seeking Alpha that has received a great deal of attention with more than 14,400 page views so far. Our thesis is that the Fed’s zero interest rate policy has led to a situation where longer term treasury bonds are trading at yield levels that provide a spread to inflation far below the historical norms. Markets eventually return to their mean and often overshoot it so there is growing risk in the longer term debt market. Our concern is two-fold. First, that individual investors need to be aware of the potential impact of this return to the mean … read the rest

The Future of Community Banking

Posted on August 19, 2012

In a recent announcement, First Virginia Community Bank announced the acquisition of 1st Commonwealth Bank, a small de novo bank started in 2009.  The transaction is pending regulatory approval and will be treated as stock for stock and the value to book was about 97%.

This will become a common trend over the next three to five years with a Wall Street projection that some 20% to 30% of banks will be merged before it is all done.

Why is this typical of what the future will hold?

First, the constant pressure of maintaining high regulatory capital ratios requires banks to reach certain efficiency ratios sooner rather than later to be profitable,

Second, the access to capital for all banks is limited, at best.  Hence, there will be a “survival of the fittest” banking industry environment with each bank striving to be the dominant bank in its market(s),

Third, to be competitive and sufficiently profitable to maintain such a position in the market, community banks must achieve a minimum asset size of around $1 billion.

What is behind the higher regulatory capital ratios?

The lingering effects of the economy and the Great Recession have made a significant impression on all banks, especially those serving their communities.  The asset devaluation of real estate (both residential and commercial) took a significant chunk out of capital and there are no expectations for a quick recovery.  Hence, many banks are in a precarious position in which the future is still unknown.

Further compounding this is a recent announcement by the Federal Reserve that suggested it would likely implement Basel III  and make its capital requirements applicable for all banks, large and small.  Simplified, Basel III sets new rules for the capital ratios based on a bank’s complexity of risk-based assets.  In the past, there were only bucketed assets … read the rest

A Swan Blacker Than The Darkest Night

Posted on August 18, 2012

Interest Rates Rise at 2652% Annualized Rate! That’s probably a headline you will not see in the Wall Street Journal and it’s certainly a bit over the top, but those are the facts. From July 18 to August 17, the interest rate on the two-year Treasury jumped from .22% to .29%. That’s a 32% one month increase and works out to an annual jump of 2652% if you compound the increase monthly. Just to be fair the ten-year rate “only” rose from 1.52% to 1.81% or about 19% over the same period. With the magic of compound interest that generates a far more benign 713% annualized rate rise.

If you haven’t already done the math, those growth rates would take you to a 43.8% annual interest rate on the two year a year from now and a 12.9% interest rate on the ten year at that point. Of course that is not going to happen. Most likely we’ve just seen a random fluctuation in an overbought market. The Fed has promised to keep interest rates low for an extended period after all.

We’ve been saying for some time that the seeds have been planted for a move into a period of stagflation comparable to what we saw from the mid-1960’s and the 1970’s. That move, which transformed the benign inflation of the 1950’s to a raging inferno by the end of the period, eventually took Treasury rates for the 10 year to unheard of levels of 15% by the end of the 1970’s. This resulted in a collapse of the bond market and the eventual failure of entire savings and loan industry in the United States in the 1980s.

The United States and most of the developed world have benefited tremendously over the past 30 years from a steady drop in long-term bond rates.… 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

Are We Measuring the Wrong Money Supply … Again?

Posted on June 12, 2012

Back in 2008 we wrote that the U. S. was facing a serious credit squeeze in part because we had failed to take into account some important structural changes in the credit markets: i.e. the rapid growth and subsequent collapse of the Shadow Banking system. Since then the Fed and the Treasury have spent enormous resources addressing the impact of that collapse through the purchase of assets from financial institutions, the nationalization of Fannie and Freddie and numerous other actions to prop up the housing market in hopes of repairing shrunken balance sheets throughout the economy.

We may be suffering from a different, but equally portentous, issue today arising from another misreading of what the term money really means. In response to our recent article on Fed tightening since the fall of 2011, John Lounsbury, Managing Editor of econintersect.com, made a very astute observation:

You do not mention it in your article but is it possible that the Fed has not been taking a sufficiently global view and has insufficiently reacted to a recessing Europe and a rapidly slowing Asia? India just dropped to a GDP growth rate below anything seen during the Great Financial Crisis. The manufacturing numbers in China have been flirting with contraction for several months. If the Fed reacts to these factors after they have gained a solid foothold, doesn’t that likely increase the magnitude of the yo-yo swings?

The U.S. dollar is without question the world’s reserve currency and the current problems of the Euro have only served to cement that position. Given the global demand for $100 bills, in many parts of the globe the dollar is not only the reserve currency, but the defacto physical currency as well. Yet we continue to look at money as a national, or in the case of the Euro, regional … read the rest

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