Senior Lenders Research Articles

Private Capital Markets Insights 2024: The Return of Warrants to Mezzanine Debt

Despite the prevailing focus on the public markets, private companies represent approximately half of the world economy, if not more. This is a descriptive article presenting a summary of data and results from the 2024 Private Capital Markets Report, which is the product of the annual private capital markets survey. The annual survey was launched in 2009 and examines the behavior and trends of senior lenders, asset-based lenders, mezzanine funds, private equity groups, venture capital firms, angel investors, privately-held businesses, investment bankers, business brokers, limited partners, and business appraisers. Most of the survey panelists are based in the United States of America, but this is not a requirement. The data set also includes many panelists outside of the U.S. There was a total of 1,143 respondents represented in the 2024 survey. An empirical result of this article is that we test the theory that the recent return of warrants to mezzanine deals is associated with a higher interest rate environment. We find evidence supporting that association. These results may be helpful for academics and practitioners forecasting mezzanine activity and deal terms.

The Performance Determinants of Trading Companies: A Stakeholder Perspective

This research aims to propose a model adding to the competitiveness of companies by identifying factors that determine the profitability of the selected companies (both publicly traded and unquoted private companies of all sizes). Another aim is to prove a dichotomy between the motivation of equity holders and senior lenders as far as acceptable financial leverage is concerned. The paper is innovative based on its combination of several different factors influencing corporate profitability (i.e. firm-specific effects: current ratio, labor cost ratio, working capital financing ratio, long-term financing ratio, return on sales, age of the firm; industry-specific effects and other macroeconomic effects) and by assessing determinants concerning the interests of shareholders and other stakeholders using a panel regression analysis with fixed effects. The authors prove that the determinants of the operating performance of Czech trading companies differ substantially when the performance is measured by ROA or by ROE. This clearly shows discrepancies between the equity holder interest to maximize their returns on investment and the other stakeholder interests. Specifically, the authors have found that the leverage, both in terms of working capital and long-term financing, negatively impacts returns on assets. On the other hand, it positively impacts returns for equity holders both in the Wholesale and Retail sub-samples. Interestingly, other determinants of operating performance, such as capital intensity, labor cost ratio, historical profitability, and macroeconomic variables, are of comparable significance, impacting both the ROA and ROE analyses.

Critical Success Factors for Ensuring Bankable Completion Risk in PFI/PPP Megaprojects

This study investigates project financiers’ perspectives on the bankability of completion risk in Private Finance Initiatives and Public Private Partnerships (PFI/PPP) mega projects. Using a mixed methodology approach, focus group discussions with financier stakeholders in UK’s PFI/PPP industry were used to identify 23 criteria relevant for evaluating completion risk in funding applications. These criteria were put in a questionnaire survey to wider audiences of financiers of PFI/PPP projects in the UK. Series of statistical tests were performed, including Reliability Analysis, Kruskal-Wallis Non-Parametric Test, Descriptive Statistics, Principal Rank Agreement Factor (PRAF) and Regressions Analysis. After identifying 21 reliable criteria influencing the bankability of completion risk, the general agreement of three major financier stakeholders (Senior Lenders, Equity Financiers and Infrastructure Financiers) on all the criteria were examined through Kruskal-Wallis test and PRAF. A regression model, constructed and validated with input from another team of expert financiers, revealed five key criteria influencing the bankability of completion risk in PPP mega projects. These include (1) Construction contractor with years of experience of successful completion of mega projects, (2) Construction Contractor’s financial strength, (3) Existence of Tried-and Test Technology for the construction of project, (4) Availability of Independent Technical Consultant (ITC) and (5) Existence of Fixed Price Turn Key (FPTK) construction contract. The research findings will provide PFI/PPP contractors and clients with valuable strategies for satisfying financiers’ requirements in delivering large-scale Infrastructure PPP projects

Rules of Thumb for Intercreditor Agreements

Intercreditor agreements frequently restrict the extent to which subordinated creditors can participate in the bankruptcy process by, for example, contesting liens of senior lenders, objecting to a cash collateral motion, or even exercising the right to vote on a plan of reorganization. Because intercreditor agreements can reorder the bargaining environment in bankruptcy, some judges have been unsure about their enforceability. Other judges have not hesitated to enforce the agreements, at least when they do not restrict the voting rights of subordinated creditors. This essay argues that intercreditor agreements are controversial because they pose a trade-off: they reduce bargaining costs (by limiting the participatory rights of subordinated creditors), but can give senior lenders outsized influence over the bankruptcy process, to the detriment of investors who were not party to the intercreditor agreement. The essay proposes several rules of thumb that might help judges navigate this trade-off.

Retailer-Direct Financing Contracts Under Consignment

Problem definition: Many small businesses (suppliers) use web platforms (retailers) to sell their products on a consignment basis. Suppliers are often financially constrained, which affects their profits. Academic/practical relevance: We derive the equilibrium terms of the loan that a retailer will offer to a supplier in a consignment selling environment and their implications for supply chain efficiency. Our model is inspired by the lending program initiated by a major web platform owner. Methodology: We formulate and solve a Stackelberg game. The retailer sets loan terms that may include a debt seniority requirement. The supplier may either accept the retailer’s offer or borrow only from the bank or rely solely on its own capital. A competitively priced bank loan is the supplier’s default option. Results: There exist parameter values for which the on-equilibrium loan terms include retailer debt seniority as well as parameter values that do not. In the latter case, the supplier makes the bank the senior lender. The retailer’s debt seniority choice depends on the supplier’s working capital. When the retailer chooses to be the senior lender, its loan terms may induce the supplier to produce more than the first-best quantity. Managerial implications: Direct financing under equilibrium loan terms weakly improves the expected profits of both the retailer and the supplier. However, it may induce the supplier to produce less than or equal to or greater than the first-best production quantity. Loan limits serve to reduce overproduction.

The Restructuring of Danfurn LLC1

This case is taught at the University of Virginia McIntire School of Commerce in the fourth year course, “Corporate Restructuring.” The case is suitable for advanced undergraduates or MBS students that have already completed a course in corporate finance or valuation. The material would fit well in a second Corporate Finance class, particularly if the instructor would like to devote some time to discussing financial distress and restructuring. It could also work well in a business reorganization class at a law school. Danfurn LLC is a U.S. manufacturer and retailer of high-end furniture that is in financial distress following a 2007 LBO and subsequent declines in profitability in the wake of the financial crisis of 2007–08. The nearly 50-year-old company has recently blown through cash flow covenants on its $100 million senior financing facility and is seeking a restructuring of its capital structure that will allow the company to survive. Although Danfurn's lenders are hopeful that a consensual decision can be reached on how to restructure the company without resorting to a bankruptcy filing, filing for bankruptcy or even liquidating the company are very real possibilities. This case is an exercise in negotiating a consensual restructuring of a financially distressed company when stakeholders have varied incentives, legal rights, potential remedies, and interests in how the company will be managed going forward. The case discussion works best if students are divided into groups representing the different stakeholder groups—the senior lender, mezzanine lender, board, private equity owner, and founder interests—and are asked to think about how best to maximize their positions while recognizing the costs of failing to reach a negotiated outcome.

The Restructuring of Danfurn Llc

case is taught at the University of Virginia McIntire School of Commerce in the fourth year course, Restructuring. The case is suitable for advanced undergraduates or MBS students that have already completed a course in corporate finance or valuation. The material would fit well in a second Corporate Finance class, particularly if the instructor would like to devote some time to discussing financial distress and restructuring. It could also work well in a business reorganization class at a law school. Danfurn LLC is a U.S. manufacturer and retailer of high-end furniture that is in financial distress following a 2007 LBO and subsequent declines in profitability in the wake of the financial crisis of 2007–08. The nearly 50-year-old company has recently blown through cash flow covenants on its $100 million senior financing facility and is seeking a restructuring of its capital structure that will allow the company to survive. Although Danfurn's lenders are hopeful that a consensual decision can be reached on how to restructure the company without resorting to a bankruptcy filing, filing for bankruptcy or even liquidating the company are very real possibilities. This case is an exercise in negotiating a consensual restructuring of a financially distressed company when stakeholders have varied incentives, legal rights, potential remedies, and interests in how the company will be managed going forward. The case discussion works best if students are divided into groups representing the different stakeholder groups—the senior lender, mezzanine lender, board, private equity owner, and founder interests—and are asked to think about how best to maximize their positions while recognizing the costs of failing to reach a negotiated outcome. Excerpt UVA-F-1688 Rev. Dec. 13, 2013 The Restructuring of Danfurn LLC In March 2011, Dan Bruckmuller reviewed the options presented to the board of Danfurn LLC by the company's advisers. Danfurn LLC, a manufacturer and retailer of high-end Scandinavian furniture, had been hit hard by the downturn in the U.S. economy that followed the 2007–08 financial crisis. Over the last two years, sales and operating cash flows had dropped precipitously. The nearly 50-year-old company had recently blown through cash flow covenants on its $ 100 million senior secured financing agreement. M&L Bank, the administrative agent on the loan, had made it clear to the Danfurn board that further waivers to covenant violations would not be forthcoming, ensuring that Danfurn would be in default under the agreement by the end of the month. While M&L wanted to reach a consensual agreement on how to restructure, Danfurn now faced the threat that the bank would “accelerate” the loan—demanding immediate repayment—or seek some other remedy that would force Danfurn down a path to bankruptcy and perhaps liquidation. As a member of the board, Bruckmuller understood that negotiations over the next few days would be crucial in determining the fate of Danfurn as a going concern. Company History . . .

Debt dilution in 1920s America: lighting the fuse of a mortgage crisis

The idea that real estate could have contributed to banking crises during the Great Depression has been downplayed due to the conservatism of mortgage contracts at the time. For instance, loan‐to‐value ratios often did not exceed 50 per cent. Using newly discovered archival documents and data from 1934, this article uncovers a darker side of 1920s US mortgage lending: the so‐called ‘second mortgage system’. As borrowers often could not make a 50 per cent down payment, a majority of them took second mortgages at usurious rates. As theory predicts, debt dilution, even in the presence of seniority rules, can be highly detrimental to both junior and senior lenders. The probability of default on first mortgages was likely to increase, and commercial banks were more likely to foreclose. Through foreclosure they would still be able to retrieve 50 per cent of the property value, but often after a protracted foreclosure process. This would have put further strain on banks during liquidity crises. This article is thus a timely reminder that second mortgages, or ‘piggyback loans’ as they are called today, can be hazardous to lenders and borrowers alike. It provides further empirical evidence that debt dilution can be detrimental to credit.

Collateralization, Bank Loan Rates, and Monitoring

ABSTRACTWe show that collateral plays an important role in the design of debt contracts, the provision of credit, and the incentives of lenders to monitor borrowers. Using a unique data set from a large bank containing timely assessments of collateral values, we find that the bank responded to a legal reform that exogenously reduced collateral values by increasing interest rates, tightening credit limits, and reducing the intensity of its monitoring of borrowers and collateral, spurring borrower delinquency on outstanding claims. We thus explain why banks are senior lenders and quantify the value of claimant priority.

Senior Lender Control Rights and Cost of Debt

We find that senior loan lender control is positively associated with the corporate bond yield spread at issuance. A one standard deviation change in covenant intensity on a firm’s strictest loan is associated with a 20 basis points (bps) increase in its bond yield spread. The effect is more pronounced for issuers whose bondholders are dispersed or have weak shareholder presence. Our identification primarily relies on using lender-specific shocks as an instrument. Our results suggest that bondholders negatively price senior loan lender control rights outside of financial distress, despite the monitoring benefits they may provide.

The Cost of Easy Credit: Loan Contracting with Non-Bank Investors

I study how the rise of non-bank loan investment from CLOs, mutual funds, and hedge funds influenced contracting relationships between firms and their senior lenders. Contrary to common perception that non-bank investors diluted the incentive for banks to monitor firms, I find evidence that bank underwriters embraced tighter contracts to mitigate agency and holdout problems associated with less-informed and dispersed non-bank investors. Using a novel measure for covenant tightness, I find that firms with non-bank loan funding had tighter covenants than otherwise similar firms with exclusively bank-funded loans at the peak of the credit cycle in 2007. Consistent with tighter covenant thresholds, I find that these firms were also more likely to renegotiate and violate covenants during the subsequent crisis. While recent studies show that non-bank loan investors lowered the cost and expanded the availability of capital ex ante, I conclude that tighter contracts assigned stronger control rights to lenders and imposed higher renegotiation costs to firms in a state-contingent manner ex post.

Mezzanine and Mortgage Lenders Bring Knives to a Gunfight: Surviving the Tranche Warfare with Rusty Intercreditor Agreements

In the U.S. commercial real estate market, the various lenders in a multi-tranche debt structure negotiate and enter into intercreditor agreements that prescribe each lender’s respective rights and remedies. Until the recent subprime mortgage crisis, these intercreditor agreements had become largely streamlined but had not been tested in courts. As the crisis produced a great number of borrower defaults, foreclosures, bankruptcies, and out-of-court workouts, “tranche warfare” broke out among senior and junior lenders who pursued aggressive legal battles to protect their financial interests in shrinking borrower assets. When such intercreditor disputes wound up in litigation, courts interpreted intercreditor provisions in novel and unexpected ways that, moreover, were contrary to what the lenders had assumed to have accomplished in their agreements. The consequence of these decisions was to shatter reliance upon previously familiar intercreditor provisions. This Note focuses on the mezzanine and mortgage lender aspect of the tranche warfare, and proposes drafting changes and additions to intercreditor agreements–such as standstills, covenants not to sue, and releases of claims–that can help to reduce the prevailing uncertainty in the industry following recent court decisions and that will better capture the lending parties’ intentions in future transactions.

Collateralization, Bank Loan Rates and Monitoring: Evidence from a Natural Experiment

We show that collateral plays an important role in the design of debt contracts, the provision of credit, and the incentives of lenders to monitor borrowers. Using a unique dataset from a large bank containing timely assessments of collateral values, in conjunction with a legal reform that exogenously reduced those values, we find that the bank responded to this change by increasing interest rates, tightening credit limits, and reducing the intensity of its monitoring of borrowers and collateral, spurring delinquency of borrowers on outstanding claims. We so explain why banks are senior lenders and quantify the value of claimant priority.

On Creditor Seniority and Sovereign Bond Prices in Europe

The recent increase of interest rate spreads in Europe and their apparent detachment from underlying fundamental variables has generated a debate on multiple equilibria in the sovereign bond market (see Grauwe and Ji (2012)). We critically evaluate this hypothesis, by pointing towards an alternative explanation: the increasing share of senior lenders (IMF, ECB, EFSF, etc.) in the total outstanding government debt of countries in crisis. We illustrate the close relationship between senior tranche lending – including Target2 balances – and recent developments in the sovereign bond market, both graphically and in a formal regression analysis.

Bargaining around Bankruptcy: Small Business Workouts and State Law

Federal bankruptcy law is rarely used by distressed small businesses. For every 100 that suspend operations, at most 20 file for bankruptcy. The rest use state law procedures to liquidate or reorganize. This paper documents the importance of these procedures and the conditions under which they are chosen using firm‐level data on Chicago‐area small businesses. I show that business owners bargain with senior lenders over the resolution of financial distress. Federal bankruptcy law is invoked only when bargaining fails. This tends to occur when there is more than one senior lender or when the debtor has defaulted on senior debt (harming trust‐based relationships with lenders). These findings raise questions about the design of and need for federal bankruptcy law.

MediMedia International, Ltd.

In February 1991, the managers of this multinational specialty publishing company proposed to take the company private in a leveraged buyout (LBO). In addition to the ordinarily interesting features of the typical LBO, this transaction was the first to be denominated in ECUs and one of the few in which the managers provided all the equity financing. The tasks for the student are to value the company and evaluate the attractiveness of the transaction from the standpoints of seller, senior lender, mezzanine lender, and equity investor/manager. The case can be used to (1) exercise students' skills in valuing a highly leveraged company, (2) illustrate how deal structuring can mitigate potential agency problems, and (3) explore the problems and possible solutions associated with financing a global firm.

Bargaining Around Bankruptcy: Small Business Workouts and State Law

In the United States, few failing businesses invoke the Bankruptcy Code to reorganize or liquidate. Most use non-bankruptcy procedures to accomplish the same purposes. These procedures include voluntary agreements between the debtor and its creditors (workouts) and formal devices such as friendly foreclosures, bulk sales, and assignments for the benefit of creditors. This paper documents the importance of non-bankruptcy procedures using firm-level data from Cook County, Illinois. I find that these procedures are used by eighty percent of distressed small businesses. The paper also identifies the conditions under which a business chooses federal bankruptcy law over non-bankruptcy procedures. I model this choice - theoretically and empirically - as the outcome of a bargaining game between the debtor's owner and its senior lenders. The parties are more likely to consent to non-bankruptcy procedures when bargaining costs are low and when the debtor has maintained a close relationship with senior lenders, who trust the information provided by the owner. When the number of senior lenders is relatively large (raising bargaining costs) or when the debtor has defaulted on senior debt (thereby harming its relationship with lenders), senior lenders are more likely to push for a federal bankruptcy filing. Owners may also prefer a federal filing when in-bankruptcy rules give greater priority to particular creditors whom the owner would like to favor. These findings suggest that federal bankruptcy reforms, such as the Bankruptcy Abuse and Protection Act of 2005, will have two effects on distressed small businesses: They will impact outcomes in federal courts (intensive margin) as well as the debtor's choice between bankruptcy and non-bankruptcy procedures (extensive margin). Variation along the extensive margin can neutralize reforms in federal law, as when a reform designed to protect unsecured creditors raises the cost of federal law and induces businesses to use cheaper non-bankruptcy procedures instead.

Private Debt and the Missing Lever of Corporate Governance

Traditional approaches to corporate governance focus exclusively on shareholders and neglect the large and growing role of creditors. Today’s creditors craft elaborate covenants that give them a large role in the affairs of the corporation. While they do not exercise their rights in sunny times when things are going well, these are not the times that matter most. When a business stumbles, creditors typically enjoy powers that public shareholders never have, such as the ability to replace the managers and install those more to their liking. Creditors exercise these powers even when the business is far from being insolvent and continues to pay its debts. Bankruptcy provides no sanctuary, as senior lenders ensure that their powers either go unchecked or are enhanced. The powers that modern lenders wield rival in importance the hostile takeover in disciplining poor or underperforming managers. This Essay explores these powers and begins the task of integrating this lever of corporate governance into the modern account of corporate law.

Medimedia International, Ltd

In February 1991, the managers of this multinational specialty publishing company proposed to take the company private in a leveraged buyout (LBO). In addition to the ordinarily interesting features of the typical LBO, this transaction was the first to be denominated in ECUs and one of the few in which the managers provided all the equity financing. The tasks for the student are to value the company and evaluate the attractiveness of the transaction from the standpoints of seller, senior lender, mezzanine lender, and equity investor/manager. The case can be used to (1) exercise students' skills in valuing a highly leveraged company, (2) illustrate how deal structuring can mitigate potential agency problems, and (3) explore the problems and possible solutions associated with financing a global firm.

Bumble Bee Seafoods, Inc

This case asks the student to evaluate the leveraged buyout of a tuna canner from the standpoints of senior lender, mezzanine investor, and equity investor. Detailed discounted-cash-flow analysis is used. Student and instructor worksheet files are available for use with the case and teaching note.