Corporate Finance: Loans and Credit Agreements

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Questions and Answers

What is an amortizing term loan and how does its repayment schedule typically work?

An amortizing term loan, also known as a A-term loan or TLA, features a progressive repayment schedule that usually lasts six years or less.

What is the primary purpose of a letter of credit facility in financing?

A letter of credit facility primarily serves to provide a line of credit for financing international trade.

What is the risk to lenders when a holding company's stock is backed by the capital stock of its operating units?

The risk is that a bankruptcy court may collapse the holding company with the operating companies, making the stock worthless.

Describe the fee structure during the commitment period of acquisition/equipment lines.

<p>During the commitment period, the issuer pays a ticking fee for the ability to draw down credits for purchasing specified assets or equipment.</p> Signup and view all the answers

What is a negative pledge in the context of loans?

<p>A negative pledge is an agreement by issuers not to pledge any assets to new lenders to protect the interests of existing loanholders.</p> Signup and view all the answers

What distinguishes a bridge loan from other types of term loans?

<p>A bridge loan provides short-term financing intended to bridge gaps until an asset sale, bond offering, or other financing occurs.</p> Signup and view all the answers

What triggers the event of default in a credit agreement?

<p>An event of default is triggered by changes such as a merger, acquisition, significant equity purchases by third parties, or changes in the majority of the board.</p> Signup and view all the answers

What role does the lead arranger play in a syndicated loan?

<p>The lead arranger, or bookrunner, is responsible for managing the syndication process and is often recognized as the 'top dog' in the arrangement.</p> Signup and view all the answers

Explain the function of the administrative agent in a syndicated loan.

<p>The administrative agent manages all interest and principal payments and monitors the performance of the loan.</p> Signup and view all the answers

What are equity cures, and how do they benefit issuers?

<p>Equity cures allow issuers to remedy a covenant violation by making an equity contribution, helping avoid costly amendment processes.</p> Signup and view all the answers

What is a ticking fee in the context of delayed-draw term loans?

<p>A ticking fee is charged during the commitment period of a delayed-draw term loan for the privilege of drawing down funds later.</p> Signup and view all the answers

How do springing liens function in relation to a borrower's credit rating?

<p>Springing liens require borrowers to attach collateral or release it based on whether the issuer's credit rating changes.</p> Signup and view all the answers

What is an equity bridge loan and in what context is it typically used?

<p>An equity bridge loan is a short-term loan expected to be repaid from a secondary equity commitment to a leveraged buyout.</p> Signup and view all the answers

What happens during a technical default in loan agreements?

<p>During a technical default, lenders can accelerate the loan, potentially forcing the issuer into bankruptcy.</p> Signup and view all the answers

Why might a private equity firm prefer equity cure provisions?

<p>Private equity firms prefer equity cure provisions because they allow them to fix covenant violations without needing to undergo an amendment process.</p> Signup and view all the answers

What is the significance of subsidiary guarantees in leveraged loans?

<p>Subsidiary guarantees ensure that if an issuer goes bankrupt, all its units are responsible for repaying the loan.</p> Signup and view all the answers

What is the primary definition of 'private debt'?

<p>'Private debt' refers to the provision of credit to businesses by lenders other than banks.</p> Signup and view all the answers

How does private debt differ from traditional bank financing?

<p>Private debt offers greater flexibility in loan structure and often features direct relationships between lenders and borrowers.</p> Signup and view all the answers

What motivates borrowers to choose private debt over bank loans?

<p>Borrowers are motivated by the flexibility in loan structure and the ability to form long-term partnerships with private credit managers.</p> Signup and view all the answers

Why might some businesses not be considered a good fit for traditional bank lending?

<p>Businesses may not fit a bank's risk appetite or existing exposure due to regulatory measures and simplified banking models.</p> Signup and view all the answers

What is the relationship between the yield spread of corporate bonds and the risk of default?

<p>The yield spread compensates investors for the possibility of default, increasing as perceived default risk rises.</p> Signup and view all the answers

What are two common features of private credit agreements?

<p>Features of private credit agreements often include tailored repayment schedules and customized operational covenants.</p> Signup and view all the answers

What does 'buy and hold' mean in the context of private credit?

<p>'Buy and hold' refers to the practice where private credit assets, typically loans, are not traded and held to maturity by the lender.</p> Signup and view all the answers

Explain how a downgrade in a bond's rating affects its yield and price.

<p>A downgrade increases the bond's yield and decreases its price due to increased perceived risk.</p> Signup and view all the answers

How is private debt becoming a permanent fixture in capital allocation models?

<p>Private debt is increasingly recognized as an important market component for investors worldwide.</p> Signup and view all the answers

What are the characteristics of a bond that can lead to a decrease in its price?

<p>A callable bond and a subordinated bond generally lead to a decrease in price due to increased risk for investors.</p> Signup and view all the answers

What alternatives might private debt provide for businesses facing difficulties with bank financing?

<p>Private debt can provide alternative financing options for businesses that do not meet bank lending criteria.</p> Signup and view all the answers

How does the coupon rate of a bond affect whether it trades at a discount, par, or premium?

<p>If the coupon rate is higher than the prevailing yields, the bond trades at a premium; if lower, it trades at a discount.</p> Signup and view all the answers

What calculation must be made to determine the price of a bond given its yield to maturity?

<p>The price is calculated by discounting the future cash flows (coupon payments and face value) at the bond's yield to maturity.</p> Signup and view all the answers

What does a credit spread of 90 basis points indicate about a company's debt compared to Treasury securities?

<p>It indicates that the company's debt is perceived to carry 0.90% more risk than equivalent Treasury securities.</p> Signup and view all the answers

What effect does a convertible bond feature have on its yield and price?

<p>A convertible bond typically has a lower yield and trades at a higher price due to its potential for equity conversion.</p> Signup and view all the answers

What is the importance of zero-coupon yields when evaluating a default-free bond's price?

<p>Zero-coupon yields serve as benchmarks for discounting cash flows of the bond to determine its present value.</p> Signup and view all the answers

What is one primary advantage of issuing preferred stock compared to common equity?

<p>Issuing preferred stock avoids the dilution of common equity that occurs when common stock is sold.</p> Signup and view all the answers

How do preferred stock dividends affect financial risk for a firm?

<p>Preferred stock dividends are considered a fixed cost, increasing financial risk similar to debt.</p> Signup and view all the answers

What distinguishes convertible securities from traditional bonds or preferred stocks?

<p>Convertible securities can be exchanged for common stock at the holder's option.</p> Signup and view all the answers

What is the typical conversion price range set for convertible securities?

<p>The conversion price is typically set 20 to 30 percent above the prevailing market price of the common stock.</p> Signup and view all the answers

Why are preferred stock dividends not considered deductible for issuers?

<p>Preferred stock dividends are not deductible because they are categorized as equity rather than interest expense.</p> Signup and view all the answers

What is the function of the conversion ratio in convertible securities?

<p>The conversion ratio indicates the number of shares obtained by converting a convertible bond or preferred stock.</p> Signup and view all the answers

Explain a disadvantage of preferred stock regarding dividend payments.

<p>Though firms can pass on preferred dividends, investors expect them to be paid, viewing them as a fixed cost.</p> Signup and view all the answers

What impact can passing a preferred dividend have on a firm's financial status?

<p>Passing a preferred dividend cannot force a firm into bankruptcy, unlike missing debt repayments.</p> Signup and view all the answers

What is the primary purpose of mezzanine financing for companies?

<p>Mezzanine financing primarily replaces part of the capital that equity investors would otherwise have to provide.</p> Signup and view all the answers

What benefit do mezzanine financing lenders receive apart from interest payments?

<p>Lenders may gain equity in the business or warrants for purchasing equity at a later date.</p> Signup and view all the answers

Why do borrowers prefer mezzanine debt compared to other types of debt?

<p>Borrowers prefer mezzanine debt because the interest payments are tax-deductible and are often more manageable due to the option of deferred interest.</p> Signup and view all the answers

What are the two main types of leasing mentioned, and how do they differ?

<p>The two main types are finance leases and operating leases; finance leases transfer most risks and rewards of ownership to the lessee, while operating leases retain those risks with the lessor.</p> Signup and view all the answers

In a leasing arrangement, what remains with the lessor throughout the contract period?

<p>The ownership of the leased assets remains with the lessor throughout the contract period.</p> Signup and view all the answers

How does IFRS 16 change the expense treatment for leases?

<p>IFRS 16 replaces the straight-line operating lease expense with a depreciation charge for lease assets and an interest expense on lease liabilities.</p> Signup and view all the answers

What aspect of mezzanine financing can negatively impact owners?

<p>Owners sacrifice control and upside potential when using mezzanine financing.</p> Signup and view all the answers

What is a characteristic feature of leasing concerning collateral?

<p>Leased assets serve as inherent collateral throughout the life of the lease contract.</p> Signup and view all the answers

Flashcards

Amortizing Term Loan (A-term loan or TLA)

A term loan with a repayment schedule typically lasting six years or less, often syndicated to banks alongside revolving credits.

Institutional Term Loan

A term loan facility designed for nonbank accounts, often categorized by letters like B-term, C-term, or D-term.

Letter of Credit (LOC)

A guarantee provided by a group of banks to cover debt or obligations if the borrower defaults.

Letter of Credit Facility

A line of credit primarily used for financing international trade.

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Acquisition/Equipment Lines (Delayed-Draw Term Loan)

A loan drawn down over a period to purchase specific assets or equipment or make acquisitions, with a ticking fee charged during the commitment period and repayment over a specified term-out period.

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Bridge Loan

A short-term financing loan bridging the gap until a transaction like asset sale, bond offering, or divestiture is finalized, often provided by arrangers as part of a larger financing package.

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Equity Bridge Loan

A type of bridge loan facilitated by arrangers, expected to be repaid by a secondary equity commitment in a leveraged buyout.

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Documentation Agent

The bank that assumes primary responsibility for managing loan syndication, handling document-related functions, and choosing the law firm.

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What is Private Debt?

An umbrella term for providing credit to businesses by non-bank lenders, often regulated asset management firms pooling investor money.

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Bilateral Relationships in Private Debt

Private debt lenders often have a direct relationship with the businesses they lend to, unlike bank loans which may involve intermediaries.

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Buy and Hold in Private Debt

Private debt assets are generally held until maturity by the original lender and are not intended for frequent trading.

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Flexible Approach in Private Debt

The terms of private debt agreements are typically structured to fit the unique needs of each borrower, unlike standardized bank products.

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Advantages of Private Debt for Borrowers

Private debt offers businesses greater flexibility in loan structure, faster approvals, and long-term partnerships, often absent in traditional bank lending.

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Why Private Debt Matters for Borrowers

Regulatory changes and shifting bank risk appetites make it harder for banks to lend to certain businesses, opening doors for private debt.

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Private Debt's Growing Role for Investors

Private credit continues to grow in importance for investors and is now a permanent part of global capital allocation strategies.

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Key Takeaways on Private Debt

Private debt is a more tailored and flexible lending alternative than bank loans, offering unique benefits to both borrowers and investors.

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Leveraged Loan with Stock Pledge

A loan structure where the holding company pledges the stock of operating companies to lenders, giving lenders control over subsidiaries and their assets in case of default.

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Negative Pledge

A provision in loan agreements that prevents the issuer from pledging assets to new lenders, ensuring existing loanholders' interests are protected.

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Springing Liens/Collateral Release

A provision in loan agreements where issuers nearing investment-grade or speculative-grade must either attach collateral or release existing collateral when their credit rating changes.

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Change of Control Default

An event of default in a loan agreement triggered by a change of control in the issuer, such as a merger, acquisition, or significant equity purchase.

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Equity Cure

A provision in loan agreements that allows issuers to remedy a covenant violation by making an equity contribution.

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Technical Default

A contractual violation of a loan agreement that allows lenders to accelerate the loan and force the issuer into bankruptcy.

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Subsidiary Guarantee

A guarantee provided by subsidiaries of an issuer to lenders ensuring that all subsidiaries are obligated to repay the loan even if the parent company defaults.

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Unsecured Investment-Grade Loan

A loan that is not secured by specific assets and is typically granted to companies with good credit ratings.

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Credit Spread

The difference between the yield on a corporate bond and a comparable government bond. It reflects the additional risk associated with the possibility of the company defaulting on its debt.

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Credit Rating

A rating assigned by agencies like Moody's, S&P, or Fitch that reflects the creditworthiness of a company's bonds. A higher rating suggests lower risk and a lower yield.

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Default Risk & Bond Price

When the quality of a company's bonds deteriorates, investors will demand a higher yield to compensate for the increased risk of default. This leads to a lower bond price.

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Callable Bond

A feature of a bond allowing the issuer to redeem it before maturity at a predetermined price. Callable bonds generally trade at a lower price and have a higher yield.

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Convertible Bond

A bond that can be converted into a predetermined number of shares of the issuing company's stock. Convertible bonds generally trade at a higher price and have a lower yield.

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Mortgage Bond

A bond secured by a mortgage on real estate. Mortgage bonds generally trade at a higher price and have a lower yield.

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Subordinated Bond

A bond with a lower claim to the issuer's assets in the event of bankruptcy. Subordinated bonds generally trade at a lower price and have a higher yield.

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Yield to Maturity (YTM)

The return an investor expects to earn on a bond. YTM on a corporate bond is usually calculated by adding the credit spread to the yield on a comparable government bond.

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What is Preferred Stock?

Preferred stock is a type of equity that offers dividends at a fixed rate, but doesn't grant voting rights to the holder. Unlike common stock, it has priority in receiving dividends and assets in case of liquidation.

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Can a company be forced into bankruptcy for missing preferred dividends?

Companies can choose to skip preferred dividend payments without risking bankruptcy.

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Does issuing preferred stock dilute common equity?

Issuing preferred stock doesn't dilute common equity like selling common stock. This means the ownership structure and control of the company remain largely unchanged.

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How does preferred stock affect cash flow compared to debt?

Preferred stock typically has no maturity date and sinking fund payments are spread over a long period, leading to less strain on cash flow compared to repaying debt principal

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Why is the cost of preferred stock usually higher than the cost of debt?

Since preferred dividends are not tax-deductible, the after-tax cost of preferred stock is typically higher than that of debt.

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Does preferred dividend payment increase the risk of a company?

Although a company can pass preferred dividends, investors expect them to be paid. This creates a fixed cost that impacts the company's financial risk and cost of common equity.

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What are Convertible Securities?

A convertible security, like a bond or preferred stock, allows the holder to exchange it for a predetermined amount of common stock of the issuing company.

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What is the Conversion Ratio (CR)?

The conversion ratio determines how many shares of common stock are received for each convertible bond or preferred stock converted.

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Mezzanine Financing

A type of financing where investors provide capital to a company in exchange for equity or debt with the potential for higher returns.

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Tax Deductible Interest

The interest payments on mezzanine financing are tax-deductible, making it attractive for borrowers.

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Equity Participation

Mezzanine financing can involve lenders gaining equity in a business or warrants to purchase equity in the future.

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Leasing

Leasing is a form of asset financing where the owner of an asset allows another party to use it for a specific period in exchange for periodic payments.

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Finance Lease

In a finance lease, the lessee (the user) assumes most of the risks and rewards of ownership, while the lessor (owner) retains legal ownership.

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Operating Lease

Operating leases are essentially rental contracts for temporary use of an asset where the lessor retains most of the risks and responsibilities associated with ownership.

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IFRS 16 Lease Accounting

IFRS 16 changed the accounting treatment for leases, aligning the expense recognition for both operating and finance leases.

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Lease Expense Recognition

Under IFRS 16, lease expense for operating leases is treated as depreciation of the asset, included in operating costs, and interest expense is included in finance costs.

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Study Notes

M.Sc. Finance - Corporate Finance WT 2024/25

  • Course offered by the International School of Management (ISM)
  • Instructors: Bamberger, Breitkreuz, Zweigardt

Course Content

  • Students learn the fundamental principles of optimizing a corporation's capital structure.
  • The course introduces financing decisions, roles of financial managers, corporate objectives, agency problems, and corporate governance principles.
  • Different sources of capital (debt and equity) are discussed.
  • Debt: explains the core concept of debt, progressing to complex debt instruments (bank loans, syndicated loans, private debt, and bonds).
  • Key similarities, differences, and cost of capital implications of various debt instruments are covered.
  • Hybrid Capital: analyzes instruments like preferred stock, convertibles, warrants, mezzanine, leasing, and factoring, explaining the trade-offs and cost implications of each component of the capital structure.
  • Equity: examines the role of share capital, strategies for raising and distributing equity, including dividend and buy-back policies, and the measurement of cost of equity. Also explored are Capital Asset Pricing Model (CAPM) and dividend growth models.
  • Capital Structure Optimization: aims to maximize shareholder value by minimizing the weighted average cost of capital (WACC). This section covers the differentiation between business and financial risk, and the implementation of a framework for determining optimal capital structure decisions in real-world situations.

Module Details

  • Asset Management: 18 hours of presence, 42 hours of self-study, 2 SWS
  • Capital Market Theory: 18 hours of presence, 42 hours of self-study, 2 SWS
  • Corporate Finance: 18 hours of presence, 42 hours of self-study, 2 SWS
  • Exam Format: Written exam (90 minutes) + intermediate exam (paper presentation)
  • Weight in final grade: 5.56% (4 semesters, 120 ECTS)

Examination and Grading

  • Written Exam: 70% of total score. Non-programmable calculators only.
  • Paper Presentation: 30% of total score; prepare and present a Corporate Finance topic and solutions to exercises in the script; schedule for assignments will be provided.

Table of Content

  • Introduction: Corporate Investment and Financing Decisions, Financial Managers, Opportunity Cost of Capital, Goals of the Corporation, Agency Problems, and Corporate Governance
  • Debt: Bank Loans, Syndicated Loan Facilities, Private Debt, Bonds, Cost of Debt, and Exercises
  • Hybrid Capital: Preferred Stock, Convertibles, Warrants, Mezzanine, Leasing, Factoring, and Exercises
  • Equity: Stocks, Raising Equity Capital, Payout Policy, Cost of Equity, and Exercises
  • Capital Structure: Target Structure, Business and Financial Risk, Optimal Structure, Theoretical Background, Empirical Evidence, Capital Structure in Practice, and Exercises
  • Additional sections cover relevant details on different topics mentioned above, such as definitions, types, and application of the principles.

Compulsory Reading

  • Berk, J. B. / DeMarzo, P. M. (Latest Edition): Corporate Finance-Global Edition, Boston: Pearson.

Supplementary Reading

  • Brealey, R. A. / Myers, S. C. / Allen, F. (Latest Edition): Principles of Corporate Finance, New York: McGraw-Hill.
  • Berk, J. B. / DeMarzo, P. M. (Latest Edition): Fundamentals of Corporate Finance, Latest Edition, Boston: Pearson.
  • Brigham, E. F. / Houston, J. F. (Latest Edition): Fundamentals of Financial Management, Thomson-ONE Business School Edition.
  • Damodaran, A.: Debt and Value: Beyond Miller-Modigliani, New York, Stern School of Business.
  • Miller, S. C. (2014): A Syndicated Loan Primer, S&P Capital IQ, New York.
  • Relevant URLs and other resources are provided (for example: https://acc.aima.org/about-acc/about-private-credit.html)

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