In today’s low interest rate environment, leverage remains the smart option for financing mid-market acquisitions. For starters, it satisfies the corporate desire for enhanced returns on equity and cash conservation. Moreover, the competition for deals among established lenders and the many recent entrants into the market has driven down loan pricing and diversified product offerings making a tailor-made solution more achievable than ever before.
Lee Federman, Partner in the Banking and Finance team at law firm Dentons, here sets out some of the key issues borrowers should be aware of before embarking on a search for the right financing arrangements.
Evolving lending landscape
While established clearing and investment bank lenders remain active, they have been increasingly limited in their activities by regulatory and capital constraints. This has allowed debt funds such as Ares, Alcentra and KKR, to increase their market share with fixed income becoming the strategic asset of choice for investors. For a higher coupon, specialist debt funds have been able to offer increased leverage, larger bilateral commitments and greater covenant headroom and flexibility. So called ‘challenger banks’ such as OakNorth and Metro are also increasingly visible, particularly at the smaller end of the market.
Cost of funds
The primary financing consideration for a borrower will be the overall cost of funds. Lenders’ ‘all in yield’ will likely include a fixed margin (set over LIBOR or EURIBOR potentially ratcheting up or down in line with the borrower group’s prevailing leverage), arrangement fees payable at closing and any other periodic fees such as commitment fees on working capital facilities. Fees will also arise if a hedging product such as a cap or collar is purchased to protect against fluctuations in the underlying interest rate.
In a market currently suffering from a lack of M&A activity, strong borrowers often negotiate with debt providers in parallel to create the competitive tension needed to push down pricing and improve terms – specialist debt advisory firms can further facilitate this process.
Cash retention will also be at the forefront of the CFO’s mind. Banks typically expect at least part of their term facilities to amortise quarterly to aid deleveraging and reduce refinancing risk. Some debt funds however may allow a more relaxed amortisation profile or potentially even a single bullet repayment at maturity. Debt funds rely on a stable coupon to satisfy their investors’ return requirements and are often comfortable for available cash to remain in the business for reinvestment and income generation purposes.
All lenders will expect their loans to be immediately prepayable upon a change of control of the borrower or where it becomes unlawful for the lender to continue to lend. Debt funds may however be more relaxed than banks on mandatory prepayments out of net disposal or insurance proceeds and also in relation to the annual excess cashflow sweep after debt service (the amount of which is usually determined in line with leverage levels).
Borrowers will have to comply with up to four financial covenants on an acquisition financing, each of which is designed to test its financial health and serve as an early warning sign if its condition starts to deteriorate:
- Leverage. This is the ratio of net debt to earnings and tests the overall sustainability of debt in the borrower’s business. It is typically calculated on an adjusted basis to take into account acquisitions or disposals over the relevant testing period.
- Cashflow Cover. This is essentially a liquidity ratio matching the Group’s operating cashflow against its principal and interest debt service obligations (otherwise known as the 1:1 test).
- Interest Cover. This is the ratio of earnings to interest costs and demonstrates the ease with which the borrower can meet its cash pay interest expense from operating profits.
- Capex. This is an annual limit on capital expenditure spend set with limited headroom against the borrower’s business plan. Stronger borrowers will seek further operational flexibility by carrying forward and/or carrying back unused capex allowances to preceding and/or succeeding financial years.
It is important that the financial covenant related definitions in the loan documentation conform to the agreed financial model and the expectations of the CFO. Each of these financial covenants (with the exception of the capex covenant) is tested quarterly looking back at the results from the last 12 months.
In the current competitive lending market, some lenders may be willing to drop some of these four covenants (‘covenant loose’) or all of them (‘covenant lite’) – the latter is however still fairly rare for mid-market deals
Strong borrowers will seek to negotiate the right to inject new equity into the structure to cure an actual or potential breach of financial covenant and stave off any potential lender enforcement action. To the extent acceptable to the lender, such new money will likely be limited in usage and amount. At least part of it will also have to be applied in prepayment of the loan.
Negative covenants are another key part of a lender’s credit protection. They are designed to restrict the borrower from undertaking certain actions which may cause value leakage out of the borrower’s group (e.g. disposals, acquisitions, debt incurrence, distributions to shareholders) and are subject to a set of pre-agreed exceptions and monetary baskets. The borrower will focus on these exceptions more than any other area of the loan documentation to ensure that it has appropriate flexibility to operate unfettered in the ordinary course of its business and to implement its business plan and growth objectives.
Security and guarantees
Lenders’ principal downside protection comes in the form of asset security and guarantees. Typically, lenders will expect to receive security and guarantees from entities in the group representing at least 85% of the earnings, turnover and assets of the relevant group (including share pledges over all material entities). On cross border transactions, local lawyers should always be instructed as early as possible to identify any issues in or limitations to the grant of security or guarantees and a set of agreed security principles should be drawn up.
Lenders will always expect a raft of detailed financial information. Monthly management accounts, quarterly financials and annual audited financial statements will be required along with quarterly financial covenant compliance certificates. Borrowers will further be expected to provide a budget, financial model and give an annual presentation on the on-going business and financial performance of the borrower.
Lenders will not typically undertake their own diligence on the target company but they will expect to be able to rely on all due diligence reports prepared for the borrower. This supplements the representations provided to them in the loan agreement. The lender will also expect to be kept informed on the negotiations on the acquisition documents and to receive copies of the signed versions as a closing condition to the loan.