155. What do you know about mezzanine finance?

Mezzanine financing is a hybrid between debt and equity. In a multi-tiered financing of an operation, for instances, the sources of money will be senior debt, senior subordinated debt, subordinated debt, mezzanine debt, and finally the owner's own equity. In other words, the mezzanine lender is very close to being last to get paid if something goes wrong.

Mezzanine financing is a loan to the owner with terms that subordinate the loan both to different levels of senior debt as well as to secured junior debt. But the mezzanine lender typically has a warrant (meaning a legal right fixed in writing) enabling him or her to convert the security into equity at a predetermined price per share if the loan is not paid on time or in full. Many variants exist, of course, the most common being that a portion of the money is paid back as equity. Being unsecured and highly subordinated, mezzanine financing is very expensive, with lenders looking for 20 percent returns and up. Unless a market is very flush with money and "irrational exuberance" reigns (to use a phrase coined by the retired chairman of the Federal Reserve, Alan Greenspan), the mezzanine lender will be reluctant to lend unless the company has a high cash flow, a good history of earnings and growth, and stature within its industry. Mezzanine is decidedly not a source of start-up funding. Major sources of mezzanine financing include private investors, insurance companies, mutual funds, pension funds, and banks.

THE PROS AND CONS

Advantages

The owner rarely loses outright control of the company or its direction. Provided the company continues to grow and prosper, its owners are unlikely to encounter any interference from the mezzanine lender.

The method offers a lot of flexibility in shaping amortization schedules and the rules of the borrowing itself, not least specifying special conditions for repayment.

Lenders willing to enter into the world of mezzanine financing tend to be long-term investors rather than people looking to make a quick killing.

Mezzanine lenders can provide valuable strategic assistance.

Mezzanine financing increases the value of stock held by existing shareholders although mezzanine equity will dilute the value of the stock.

Most importantly, mezzanine financing provides business owners with the capital they need to acquire another business or expand into another production or market area.

Disadvantages

Mezzanine financing may involve loss of control over the business particularly if projections do not work out as envision or if the equity portion of the borrowing is high enough to give the mezzanine lender a larger share.

Subordinated debt agreements may include restrictive covenants. Mezzanine lenders frequently insist on restrictive covenants; these may include requirements that the borrower is not to borrow more money, refinance senior debt from traditional loans, or create additional security interests in the company's assets; covenants may also force the borrower to meet certain financial ratios—e.g., cash flow to equity.

Similarly, business owners who agree to mezzanine financing may be forced to accept restrictions in how they spend their money in certain areas, such as compensation of important personnel (in such instances, a business owner may not be able to offer above-market packages to current or prospective employees). In some cases, business owners have even been asked to take pay cuts themselves and/or limit dividend payouts.

Mezzanine financing is more expensive than traditional or senior debt arrangements.

Arranging for mezzanine financing can be an arduous, lengthy process. Most mezzanine deals will take at least three months to arrange, and many will take twice that long to complete.

156 . What do you know about due diligence and its role at financial markets?

Due diligence is an investigation of a business or person prior to signing a contract, or an act with a certain standard of care.

The theory behind due diligence holds that performing this type of investigation contributes significantly to informed decision making by enhancing the amount and quality of information available to decision makers and by ensuring that this information is systematically used to deliberate in a reflexive manner on the decision at hand and all its costs, benefits, and risks.

A common example of due diligence in various industries is the process through which a potential acquirer evaluates a target company or its assets for an acquisition. 

The three main categories of due diligence are legal, financial and commercial. Although these have traditionally been distinct, the best due diligence programmes maintain an element of close cooperation as the work in one area can often inform the checks being carried out elsewhere. Many practices now offer an integrated service that brings these strands together.

Legal due diligence seeks to examine the legal basis of a transaction, for example to ensure that a target business holds or can exercise the intellectual property rights that are crucial to the future success of the company. Other areas that would most likely be explored include: legal structure, contracts, loans, property, employment, pending litigation.

Financial due diligence focuses on verifying the financial information provided and to assess the underlying performance of the business. This would be expected to consider areas such as: earnings, assets, liabilities, cash flow, debt, management

Commercial due diligence considers the market in which a business sits, for example involving conversations with customers, an assessment of competitors and a fuller analysis of the assumptions that lie behind the business plan. All of this is intended to determine whether the business plan stands up to the realities of the market.

Other types of due diligence cover areas such as taxation, pensions, IT systems and intellectual property.

In today’s precarious financial market, it is no surprise that the number of mergers and acquisitions has significantly declined. Understandably, buyers and lenders have become more cautious, patient and selective, but most would readily admit that opportunities and “good deals” still exist. Therefore, now more than ever, buyers and lenders should rely on thorough financial due diligence for answers and guidance. Effective financial due diligence has always been a key component of a successful merger or acquisition.