Access, Availability and Options: Maintaining Liquidity in Any Market Environment

width= — John Whalen
Head of Capital Advisory Investment Banking
Matrix Capital Markets Group, Inc.

Let’s start with a basic premise: Capital is a commodity and, like any critical raw material in a production process, it’s subject to volatility and supply chain disruptions. Whether it be equity capital to address the unique needs of an early-stage growth company, traditional working capital to sustain the performance of a more mature business or any type of capital in between, the key to ensuring that a company’s product/service thrives is hedging against unexpected and exogenous events. Preparing for disruption may sound intuitive, but when the environment is stable and capital is plentiful, it’s arguably the most overlooked component of most otherwise well-conceived strategic plans.

Access: Maintain at All Cost (of Capital)

Experience dictates that the exclusive and sometimes myopic focus on minimizing the cost of capital sometimes comes at the expense of maximizing shareholder value. After all, what is the benefit of a low-cost, unfunded bank revolver if a company is restricted from drawing and deploying it in the form (and with the substance) necessary to grow the business? Herein lies the benefit of marrying different providers and structural components in the context of a company’s overall capital structure. Whether public, private, sponsored or nonprofit, an unwavering focus on maintaining availability, even if more expensive, generates the greatest return for shareholders. To be clear, commercial bank loans are an important funding mechanism, but they should serve as one component of a company’s liquidity resources, not the only component. Layering in resources such as direct lender or institutional term debt, junior capital (subordinated and mezzanine debt), secured and unsecured bonds, sale-leaseback financing and/or preferred equity provides balance and, as referenced earlier, serves to hedge against fluctuations in any one area of the capital markets. Similarly, identifying the right partners upfront and working to properly manage expectations on risk/return can expand the availability of capital and create alignment between borrowers and creditors, a crucial element to building a scalable base.

Options: The Key to Unlocking Liquidity

Increasing optionality runs in direct contrast with the more common approach of relying too heavily on commercial banks for a simple pro-rata structure (a fancy moniker for a bank revolver and term loan). Albeit a generally reliable source, the whales of the industry (JPMorgan Chase, Wells Fargo and Bank of America), as well as the smaller regional and community banks, are bound by internal credit tolerances, regulatory restrictions and tenor limits. These constraints are in addition to the fact that bank financing, while perhaps less expensive and easier to understand, also burdens borrowers with rigid maintenance covenants, limitations on permitted uses and restricted payments and onerous prepayments. There is no doubt that banks occupy an important place on a company’s balance sheet, but exploring alternatives such as private credit, structured equity (minority and preferred), unregistered private placements and sale-leaseback financing not only provides flexibility and diversity, but they also unlock liquidity by limiting contractual amortization requirements, thereby allowing a company to deploy more cash in support of growth. Who wouldn’t want more control of their free cash?

Aside from alternative lenders, sale-leaseback financing, capital and operating leases, rated bonds and private placements all have a place in thoughtful capital planning and should be used in concert with bank financing to mitigate risk. With respect to sale-leasebacks, the opportunity to unlock capital trapped in real estate while still controlling the fee simple asset is compelling and the execution commonplace. The argument is fairly simple: sell the real estate to a third party and lease it back on a triple net basis for an extended period, utilize the proceeds for acquisitive and/or organic growth and retain control of the property, improvements and uses while also negotiating the option to repurchase the asset if/when it makes sense. While counterintuitive to those who prefer owning real estate, the prevailing myth in a sale-leaseback structure is loss of control, but nothing could be further from the truth. Control is maintained, capital is unlocked, maturities are extended and the seller has the potential option to buy back the property — a great tool for everything from growth to estate planning to a qualified dividend.