Alternative Financing Options in M&A: Seller Notes, Asset-Backed, Mezzanine, Joint Ventures, Private Equity

Recording of a 90-minute premium CLE video webinar with Q&A


Conducted on Wednesday, May 5, 2021

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Program Materials

This CLE webinar will discuss alternative methods of financing acquisitions when traditional bank lending is unavailable or insufficient to consummate the transaction. The panel will examine the legal and structuring issues associated with alternative financing, including seller financing, convertible subordinated debt, mezzanine debt, asset-backed financing, joint ventures, and the relationship of these financing methods to each other in the capital structure.

Description

A variety of financing options are potentially available to purchasers who cannot fully fund an acquisition with cash on hand or a traditional bank loan. But these arrangements--particularly in combination--add complexity and delays to a transaction. Deal counsel must have a thorough understanding of each option's legal and economic ramifications for the company post-acquisition.

Perhaps the simplest way to make up a shortfall in financing the purchase price is for the seller to take back a note for a portion of the purchase price. A seller note may have advantages over third-party financing in respect to costs and delays given the seller's familiarity with the target company. The seller should have a clear understanding of the purchaser's creditworthiness and the seller note's priority with respect to other creditors (i.e., who gets paid first). Factors, such as if the target will need an operating line of credit post-acquisition, should be considered.

An asset-backed loan (ABL) may be available if the target has strong, diverse, and reoccurring accounts receivable and inventory. These are the assets that support this type of financing. ABLs or even receivable purchase agreements (RPAs) can be attractive where the borrower is rapidly growing and needs to increase cash flow. ABLs and RPAs usually come along with a host of other restrictions and covenants on the target's business and operations. The purchaser may not be prepared or even able to implement these to meet a shortfall in funds at the acquisition time.

When senior bank debt and an equity investment cannot fully fund the purchase price, subordinated convertible debt financing from the purchaser's affiliates or even third parties can make up this shortfall. This type of debt is typically unsecured and subordinate (having a lower priority) to senior debt and therefore carries a higher interest rate commensurate with the higher risk. Similar to subordinated debt, mezzanine or second lien debt offered by third parties, which may or may not have a convertible feature, may be a viable option.

The relationship between creditors, owners, sellers, and purchasers typically doesn't end upon the transaction's consummation but continues post-acquisition, supporting or even restricting the target's future growth. One must have a keen understanding of the implications of using alternative funding strategies at the onset of a transaction to navigate the target's future growth prospects safely.

Listen as our authoritative panel discusses the different and alternative structures to consider in financing an M&A transaction. The panel will also discuss private equity as lenders and the pros and cons of entering into a joint venture rather than acquiring the target.

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Outline

  1. Traditional financing of M&A: equity and senior bank debt
  2. Strategic vs. financial sponsors
  3. Alternatives to senior bank debt
    1. Seller financing
    2. Asset-backed loans
    3. Subordinated debt and mezzanine financing
    4. Private equity's role
  4. Issues to consider when combining different modes of financing
  5. Joint venture as an alternative to acquisition for the strategic sponsor

Benefits

The panel will review these and other critical issues:

  • What are the current options available for financing private company acquisitions?
  • When might a target be amenable to accepting seller financing, and where does the seller note fit within the rest of the capital structure?
  • What type of target company would be a good candidate for an asset-backed loan, and what are the risks to the purchaser?
  • What are the advantages and disadvantages of mezzanine and subordinated debt financing--to the lender and the borrower?

Faculty

Coogan, Jay
Jay Coogan

Partner
Ballard Spahr

Mr. Coogan represents private equity, venture capital, and other investment firms--as well as privately held...  |  Read More

Heide, Nanette
Nanette C. Heide

Partner
Duane Morris

Ms. Heide is Co-Chair of the firm’s Private Equity Division and team lead of the firmwide Private Equity Industry...  |  Read More

Kaye, Q. Scott
Q. Scott Kaye

Principal
Miller Canfield Paddock and Stone

Mr. Kaye has extensive experience advising companies, lenders, sponsors, and private equity funds and their portfolio...  |  Read More

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