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Gaining Popularity of Asset-Based Lending Overview and Background

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Gaining Popularity of Asset-Based Lending Overview and Background Hogan Lovells Gaining popularity of asset-based lending Overview and Background As the lending market continues to evolve and the need for financing from less than traditional banking sources increased as the willingness for businesses to consider a broader range of funding solutions, asset-based lending (ABL) has come to the fore. ABL has found itself in the position of becoming flexibility in executing operating plans without a significant part of the thriving FinTech and tripping restrictive financial covenants. Borrowing ShareEconomy industries – to such extent, terms and repayment schedules in ABL generally that it seems to promise a disruption to the status provide this flexibility and can be customized to quo in having access to credit as the lifeblood fit individual business requirements or business of business and economic growth. ABL, working cycles while allowing borrowers to monitor well for borrowers with greater financial leverage availability on a daily basis. and/or marginal cash flows, can be explained ABL per se refers to private financing with no quite simply. In a nutshell, a financing (granted securitized secondary market. As a strategy, in what ever form) based on assets and structured asset-based lending is premised on idiosyncratic to provide a flexible source of working capital by (essentially credit) risk transfer of the relevant monetizing assets otherwise sleeping on the balance assets. Its effectiveness hinges on a lender’s ability sheet. So whatever kind of assets a business has on to evaluate the ‘quality’ of the assets themselves its balance sheet (which can be quickly and easily (respectively soundness of the business model, liquidated) serves as collateral for the financing. cash generation and repayment capability step back This contrasts with cash flow lending, where the a little bit for the benefit of loan corresponding to lender focuses on the borrower’s historical and asset-value and asset-marketability evaluations). predicted cash flows to make decisions about This can be considered structuring the financing whether and how much money to make available simplier (i.e. specifying simplier terms and to the borrower and on what pricing terms. conditions with fewer financial covenants), Unlike factoring, traditionally serving more selective keeping in mind that the core of asset-based industrial markets, ABL (considered by most to lending is to assemble the assets (such as cars, be a more sophisticated and streamlined borrowing scooters, mobile phones, other electronic devices method) can be utilized by distributors, service etc.) in an insolvency remote SPV. In order to firms and retailers as well as manufacturers. If the mitigate broader ‘market-related risks’, the loan receivable base is deemed creditworthy and ages value at maturity should be hedged or needs within certain parameters, ABL is adaptable to to be predefined and contractually agreed upon almost any circumstances, offering great flexibility and set into reliance with the asset value. and non-notification aspects – both major selling Technically, although asset-based lenders include points and poignant advantages since the (standard) among others dedicated departments in domestic ABL facility offers the confidentiality of assigning and foreign commercial banks, small and large its accounts receivable without notice. This further independent finance companies, factoring results in the borrower being more established, organizations and the financing subsidiaries better capitalized and having greater credit policies of major industrial corporations, a fairly large as well as receivables management procedures in majority have not emerged unscathed through the place than firms found in a factoring relationship. credit crisis. Moreover, compliance with the Basel Often, businesses seeking growth capital turn II Framework (as maintaining minimum standards to ABL because they have had bad luck getting for capital adequacy) has meant that banks in approved by traditional lenders due to simply particular have not only had to considerably curtail have fallen outside of given parameters of their lending activities but have also had to tighten traditional bank loan financing focusing on their lending requirements. This has served to the creditworthiness of the business entity broaden the window of opportunity for other itself. Hence, businesses rely on ABL to provide participants. The consolidation in the banking turnaround, recapitalization and debtor-in- industry has therefore left a niche for ABL funds. possession (DIP) financing. But ABL is also used by very established companies seeking greater Debt Capital Markets – Global Insights Summer 2019 ABL works best when loans have been and are Close monitoring and strong control extended to: are essential features of ABL. Therefore, it not only provides ready cash to support • businesses which generate a regular cash flow liquidity needs, eliminating the need to wait in sectors that are anticyclical because they for the collection of receivables, but also are less likely to be prone to financial and significant funding for businesses in cyclical market disruptions, or seasonal industries by providing liquidity • businesses which have a high profit margin and during slow sales periods or just periods of a secure, captive target audience – the loan- inventory buildup. based higher interest rates will and can be built From an investor’s perspective, the strategy and easily accommodated into the borrower’s in general is fairly recession resistant, but cost structure; and not depression proof, with stable returns. • long-haul profits are expected to and should The innovative financing solution in terms offset premiums associated with borrowing. of its structuring can be definitely seen as a strength: using a quasi-bank like business The primary source of repayment for revolving structure instead of a hedge fund wrapper ABL facilities is the conversion of the assets or notes. to cash over the company’s business cycle. Loan advances are limited to a percentage of eligible assets (borrowing base). Hogan Lovells Scope of ABL reporting requirements greater. Also, the financing At first sight, arrangements around ABL facilities agreements typically allow the lender to take can appear complex and mechanical. In ABL the control of the borrower’s cash or more readily seize borrowing base – as a formula used to determine collateral if the borrowing base declines to such the maximum amount of money that the borrower level that it is not able to support the financing. can borrow at any point in time based on the value It should be noted that borrowing from a pure of the agreed asset pool – supports the loan and asset-based lending firm will likewise require is not synonymous with collateral which secures more monitoring and reporting than a traditional the loans. However, the collateral securing the bank loan/line would. Therefore, for the lender, asset-based loan will often extend beyond these the administration and monitoring of ABL is assets that are in the borrowing base providing time as well as cost-intensive and unfortunately, an additional collateral safety net for the bank in particular susceptible to borrower fraud. in an enforcement scenario (if the assets should be sold to recover the loans). In addition, credit risk is probably the most important risk associated with ABL. The borrower For lenders it is important that in a default scenario may not be as financially strong in comparison they have the tools (typically by appointing a to other commercial borrowers, may operate in Back-Up-Servicer for the borrowing base assets, a highly volatile industry, or may be experiencing who is experienced in selling the relevant assets rapid growth. Hence, higher default risk, such as to the market) to take control of the borrowing base high leverage, erratic cash flows, limited working assets and convert these readily into cash to obtain capital, and constantly changing collateral pools repayment of the financing. The solutions here will are quite common. If properly controlled, ABL vary depending upon the asset classes in question can result in lower losses in event of default when and the approach to security. compared to other types of lending. Its reliance In ABL the lender generally exercises more control on controls and monitoring, however, can pose over the borrowing base assets than lenders a higher risk when the facility is not properly typically exercise over collateral on other secured underwritten, structured and/or administered. loans. This leads to negotiating regarding the Credit risk can be posed by a borrower’s frequency of borrowing base reporting to lenders, inadequate accounting and inventory control the extent of other financial information that the systems or poor credit and collection practices, lender should receive beyond simply that relating fraud, the failure of a major customer, inaccurate to the borrowing base, and occasionally clean- collateral valuation or lack of marketability of down requirements to reduce the outstanding the borrowing base assets, prior liens etc. loans to zero for a brief period before reborrowing ABL is also subject to the same regulatory and in accordance with the borrowing base. compliance issues as other types of commercial lending. Given the emphasis on the borrowing Risks base assets and the typically higher borrower risk However, ABL can present disadvantages for both profile, ABL can be more vulnerable to certain parties. For the borrower, an
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