Challenges of a Private Company CFO
Most private company CFOs spend 95% of their time on internal accounting and operating issues. As such, most get their knowledge of the financial markets comes from a couple of bankers that finance or want to finance the business. These bankers usually do not know much about possible financing alternatives beyond the products their own bank provides.
To make matters worse, the financial markets are dynamic and always changing as financial institutions compete with one another to provide innovative capital solutions to desirable companies. CFOs are disadvantaged because much of the really valuable information on lending parameters, new products and innovations used on today’s financing transactions is confidential and limited to the players involved in those financings.
Not only does this situation make it difficult for the CFO to make good decisions, it also makes the CFO appear indecisive or unknowledgeable on the things that a CFO ‘should’ know based to their job title.
How the Pros Do It
Thankfully, the challenges of a private company CFO can be overcome by using the same strategies the pros use. CFOs looking to raise capital for growth, acquisitions or buyouts should know the fundamentals of good decision making which is based on understanding the company’s primary financing alternatives and aggressively shopping for the best possible terms from numerous sources. This paper illustrates those alternatives, how they work, and how much of an impact they can have on the financing process and ultimately the value of the company.
Understand Primary Financing Alternatives
There are literally thousands of potential funding sources for established, successful businesses. These institutions span from well known banks and investment houses to divisions of large operating companies to a small funds with less than 20 employees yet capable of writing $100 million checks. While there are a countless number of providers, the financial instruments or products they provide typically represent one or more (i.e. combination often called ‘hybrid”) of the following:
Table 1: Overview of Primary Financing Alternatives
Most companies, particularly those able to support a full time CFO,can be financed with more than one financial product. As a general rule, the higher the cost, the greater the amount potential financing and the less risk assumed by the company. An example from a recent engagement illustrates this point:
Table 2: Comparison of Senior Debt Terms
As the table suggests the decision to choose one institution over the other is not solely dependent on the cost (i.e. interest rate). In this case, the CFO needs to help the entrepreneur figure out the incremental growth potential of utilizing the additional $4.5 million offered by the commercial bank as well as the importance of limiting the entrepreneur’s personal financial risk and guarantees balanced with increased efforts on asset monitoring of the working capital assets (i.e. accounts receivable and inventory).
While it is true that pricing can vary substantially between the same institutions, the structure and covenants differences can be more significant. By shopping all available types and sources of capital, the CFO and entrepreneur are armed with the information necessary to make the best possible decision. Ideally, the goal is to source not just the least expensive financing (as many do) but the financing alternative that offers the best opportunity to create the greatest value with the least risk.
Know Subordinated Debt: The Pros Product
Most CFOs are familiar with the first three products in Table 1. Arguably the most exotic of the instruments is subordinated debt. While not a household name, subordinated debt has been around for over 25 years. Entrepreneurs often shy away from these types of instruments because of the high interest rates and increased complexity.
The pros, however, use these financial instruments extensively to finance buyouts, growth or acquisitions - often on an all debt basis. By fully utilizing available debt financing, the pros can often make spectacular returns for their investors and shareholders. Companies have the opportunity to do the same.
How Subordinated Debt Works
Most subordinated debt providers seek a target annual return of approximately 20%. Statutorily these providers can not charge above a 14% current interest rate over the term of the note (typically 5 to 7 years). To make up the difference these funds seek added compensation through detachable warrants. Detachable warrants give the lender the right to acquire a certain percentage of the company’s stock either after the maturity of the note or upon a liquidity event such as a sale of the company or initial public offering. In practice, most warrants are repaid through a ‘put’ option where the lender proactively requests (or “puts”) to be paid out based on their percentage of warrants and the value of the company at the time of the put. Companies can be valued any number of ways, but most are valued based on a multiple of cash flow (often 5 or 6 times) at the time the put is exercised.
The intent of this instrument is to provide a flexible source of financing that can be paid off or refinanced with cheaper sources of capital, such as lines of credit and senior term debt, which become available as the company grows larger.
Illustration
Assume a company currently generating $2 million in EBITDA (cash flow) per year could grow by 30% per year over the next five years with $6 million of additional capital. Such a company would be a candidate for both equity and subordinated debt financing. Assuming the value of the business was equal to 6 times (X) EBITDA and each group wanted to hit their target return, their investment would be structured (more or less) as follows:
· Equity investor seeking a 30% annual return would require a 33%
[1] ownership in the company.
· A subordinated debt investor seeking a 20% annual return and charging a 14% current interest rate would seek warrants equal to 8% of the total company stock.
These theoretical proposals are like ‘apples and oranges’ however the merits of each are more easily seen when calculating the costs of each instrument as follows:
Table 3: Cost Comparison of Subordinated Debt and Equity
As shown above in this simplistic example, the total cost of financing is $7.2 million for subordinated debt and $9 million. In addition to being a less expensive form of capital than equity, subordinated debt is easier to retire. Most companies that take significant equity investments are forced to sell or go public because it’s the only way to get the equity investor out and meet their return requirements. This is why so many equity investors want a control ownership position (51%). (They want to control when they get out!) Most successful entrepreneurs, however, want to remain in the driver’s seat and exit on their own terms. Subordinated debt allows that to happen easier than equity.
Another benefit of subordinated debt relative to other forms of debt financing is it does not require personal guarantees. The practical implication is that should the company hit a bump in the road or even suffer losses, subordinated debt providers are often forced to help the entrepreneur ‘ride it out’ because they have little, if any, collateral and no personal guarantees.
Uses of Equity
Despite the lengthy discussion of subordinated debt, equity financing can be a very attractive form of financing, primarily because the amount of financing is unlimited and not based on the company’s ability to service debt. Another positive of equity is that the cost of capital is ultimately based on the company’s success. Those companies incurring a high cost of capital have evidently met or exceeded their financial goals.
Aggressively Shop Competing Institutions
Many entrepreneurs base their financing decisions on existing relationships. The pros base it on terms. It is not uncommon for a private equity firm doing a buyout to solicit over 100 institutions to get the best possible terms. Some even have competing banks attend meetings together. Companies should also solicit and talk with numerous potential financing sources (although ideally not all at the same meeting).
The reason for such a wide distribution and effort is simple. Over 80% are likely to say ‘no’ and of those interested the cost and terms can vary substantially from one institution to another. Whether a company does an IPO or private financing, it is proven time and again that competition significantly improves pricing and gives negotiating leverage to the borrower.
Some specific examples:
Table 4: Cost and Terms Comparison Senior Debt, Subordinated Debt and Equity
As the table suggests the implied cost differential can be staggering. Thus while companies may make selections based on factors other than cost, companies always select the lowest cost of capital assuming other terms and covenants are materially the same.
Other Advantages of shopping for financing
In addition to better terms, another less obvious benefit of shopping multiple sources is finding a back up lender. During the due diligence and closing process issues may surface at the last minute regarding covenants, control or liquidation. Having a backup allows the company to switch providers or at least threaten such action should a situation not be resolved adequately. Some buyout groups, if operating under a firm deadline, may sign two institutions to do due diligence and underwriting at the same time so they have a greater assurance of closing on time should an unforeseen problem emerge.
Another overlooked benefit is the company many learn something new. For instance, a recent client learned of a valuable election from a prospective funding source for S-corporations doing buyouts. While the company learned about it from a group courting their business, they ultimately chose another firm but utilized the idea and saved millions in taxes.
Be Aware of Conflicts of Interest
When seeking assistance, the pros know investment bankers and advisors often use a compensation structure where fees are paid based on a percentage of the capital raised. The amount of the fee can vary substantially based on the type of financing raised. For instance, most brokers charge twice as much to raise equity (5-10%) than debt (2-4%). This compensation structure creates a strong economic incentive that may work against the best interests of the company. Knowledgeable clients negotiate win-win terms or a fixed fee (as in our firm) so the company knows the advisor is acting in their best interest.
More subtle conflicts of interest may exist with other advisors such as accountants, attorneys and bankers that help companies with specialized services like ESOPs or insurance driven succession planning. While they may be excellent practitioners, they can often be biased towards recommending their resource or service as the answer to the company’s problems.
Create Wealth for Management
Management team members and CFOs are often promised ownership in their company when they join but the entrepreneur never formalizes it. A major financing event provides a new opportunity to get ownership. In fact, financial institutions will often require owners to create a 10% ownership or option pool so that management is rewarded for hitting its financial forecast.
Even more dramatic is when the management team does a buyout themselves. Few CFOs know they have an opportunity to finance leveraged buyouts using the same financing vehicles the pros use but without the equity firm involved. Such transactions can create substantial value for key management and give the owner an attractive exit that allows him or her to sell at premium price, get non-recourse liquidity and stay involved after the close of the buyout.
Management Buyout Illustration
As an example a recent client team comprised of the CFO and three managers borrowed $23.5 million of debt financing to purchase 80% of their company’s stock from the owner. Management liked it because they created an opportunity to secure $24 million of collective personal wealth by simply paying down the debt. The owner liked it because he was able to sell 80% of his business at 6 times cash flow, a price that exceeded an offer two years earlier at 5X cash flow. For the four key players in management this transaction became a life changing event. For the owner it is an opportunity to reward those that created the value while giving him an opportunity to stay involved and get much desired financial liquidity and peace of mind.
Summary
Despite some inherent challenges, CFOs are still ideally positioned to make a unique contribution to the success of their business by implementing these strategies when raising capital. CFOs that utilize them have the opportunity to grow their skill set, serve the best interests of their company and possibly enrich themselves in the process.
[1] Ownership % Calculated as follows:
EBITDA $2,00,000
Enterprise Multiple 6X
“Pre-Money Valuation $12,000,000
Investment Amount $6,000,000
“Post-Money” Valuation $18,000,000
Investment/Post Money Valuation 33%