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Most financing discussions fail not because of creditworthiness but because of the preparation. A capital provider decides within a few days whether it understands a project — and whatever it does not understand, it prices in as risk or declines.
For us, corporate financing means deriving the need cleanly, defining the appropriate structure of debt, mezzanine and equity, and approaching several capital providers at the same time. In the end it is the competition between them that determines the terms — not the negotiation with the one house bank.
The occasions differ, the requirement is the same: the project has to be presented in a way a third party can assess.
Capacity, a new site, machinery, pre-financing of orders. Working capital grows along with revenue and is regularly underestimated: more revenue means more inventory and more receivables before the money arrives.
An acquisition is financed differently from an investment, because the target company itself carries part of the debt service. The section further below describes this case.
A succession within the family, the departure of a partner, the buy-back of own shares: in these cases the company itself has to carry the funds, while the payment benefits a private individual.
Expiring facilities, the end of a fixed interest period, the replacement of expensive legacy liabilities. Whoever starts only three months before expiry negotiates without an alternative.
A financing structure is rarely a single product. It is usually a combination.
Plannable and the least expensive category, but it requires collateral and covenants and follows a fixed repayment profile.
In Austria via aws and the provincial funding agencies, in Germany via KfW and the state development banks. As a rule it runs through the house bank, extends the term and lowers the monthly burden.
Economically positioned between debt and equity: it improves the equity ratio in the bank’s view without giving up voting rights — and is more expensive for that reason. See mezzanine capital and subordinated loans.
Overdraft facilities, factoring, leasing. They belong in the structure because they tie up collateral that is then missing elsewhere.
How much debt a target company can carry itself follows from its sustainable earnings and its free cash flow. Beyond that, own funds, a vendor loan or an earn-out are required.
A vendor loan — the seller defers part of the purchase price — and an earn-out — part of the purchase price depends on future development — are financing building blocks, not concessions. Both reduce the amount that has to be raised at closing.
Banks almost always tie the financing to a robust plan and to the continued involvement of the previous owner for a transitional period. Further details under buying a company and financing a management buy-out.
We run the financing process the way we run a transaction process.
Derived from normalised earnings, free cash flow, the development of working capital and existing liabilities.
A financing memorandum with the project, the plan, scenarios and an overview of collateral — prepared with the same care as in a sale process.
Several institutions in parallel, with the same document and the same timetable.
Not just the margin, but term, repayment, covenants, collateral, early repayment rights and termination rights.
Conditions precedent, the contractual documentation and the creation of collateral.
Debt capital costs liquidity every month and requires collateral, but leaves the ownership structure untouched. Equity costs shares and a say, but does not burden liquidity. In practice the question is rarely an either-or: a sound structure usually combines both.
On raising equity, see raising equity; on selecting the capital provider, finding an investor.
If you want to finance a project, the initial conversation clarifies free of charge which structure is realistic and which capital providers can be considered.