Banking Master Terms Flashcards

1
Q

Traditional cash flow revolving credit facility (“revolver”)

A

A line of credit extended by a bank or group of banks that permits the borrower to draw varying amounts up to a specified aggregate limit for a specified period of time.

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2
Q

Asset-Based Lending (ABL) Facility

A

A type of revolving credit facility that is available to current asset-intensive companies. Secured by first priority lien on all current assets and may include second priority lien on all other assets (typically PP&E).

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3
Q

Borrowing base formula

A

85% x Eligible Accounts Receivable + 60% x Eligible inventory

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4
Q

Term loan

A

A loan with a specified maturity that requires principal repayment (“amortization”) according to a defined schedule, typically on a quarterly basis.

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5
Q

Term loan when non-investment grade

A

Leveraged loan

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6
Q

Amortizing term loans (“Term Loan A” or “TLA”)

A

Typically require substantial principal repayment throughout the life of the loan.

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7
Q

Institutional term loans (“Term Loan B” or “TLB”)

A

Typically large in size and sold to institutional investors rather than banks. Amortize at a nominal rate with a bullet payment at maturity.

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8
Q

Second lien term loan

A

A floating rate loan that is secured by a second priority security interest in the assets of the borrower. Ranks junior to the first priority security interest. Generally do not amortize.

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9
Q

Second lien term loans vs. high yield bonds

A

Second lien provide borrowers with superior repayment optionality and no ongoing public disclosure requirements. Can also be issued in smaller size than high yield bonds, which usually have a minimum issuance amount of $150+ million due to investor’s desire for trading liquidity. Second lien term loans may also provide a lower cost-of-capital.

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10
Q

High yield bonds

A

Non-investment grade debt securities that obligate the issuer to make interest payments to the bondholders at regularly defined intervals and repay principal at a stated maturity date, usually seven to ten years after issuance. As opposed to term loans, high yield bones are non-amortizing with the entire principal due as a bullet payment at maturity.

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11
Q

Bridge loan facility (“bridge”)

A

Interim, committed financing provided to the borrower to “bridge” to the issuance of permanent capital, most often high yield bonds (the “take-out” securities”).

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12
Q

Why are bridge loans important for LBOs

A

Important due to the sponsor’s need to provide certainty of funding to the seller. The bridge financing gives comfort that the purchase consideration will be funded even in the event that market conditions for the take-out securities deteriorate between signing and closing of the transaction.

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13
Q

Mezzanine Debt

A

Layer of capital that lies between traditional debt and equity. Mezzanine debt is a highly negotiated instrument between the issuer and investors that is tailored to meet the financing needs of the specific transaction and required investor returns. As such, mezzanine debt allows great flexibility in structuring terms conducive to issuer and investor alike.

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14
Q

‘Club Deal’

A

When several sponsors team up to create a consortium of buyers, thereby reducing the amount of each individual sponsor’s equity contribution (known as a ‘club deal’).

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15
Q

Covenants

A

Provisions in credit agreements and indentures intended to protect debt investors against the deterioration of the borrower/issuer’s credit quality. They govern specific actions that may or may not be taken during the term of the debt obligation.

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16
Q

Incurrence Covenants

A

Prevent the issuer from taking specific actions (e.g. incurring additional debt, making certain investments, paying dividends), only in the event it is not in pro forma compliance with a ‘Ratio Test’ or does not have certain ‘baskets’ available to it at the time such action is taken.

17
Q

Terminal Value

A

Used to capture the remaining value of the target beyond the projection period (i.e. the going concern value)

18
Q

The exit multiple method (EMM)

A

Calculates the remaining value of the target after the projection period on the basis of a multiple of the target’s terminal year EBITDA (or EBIT)

19
Q

The perpetuity growth method

A

Calculates terminal value by treating the target’s terminal year FCF as a perpetuity growing at an assumed rate.

20
Q

Broad auction

A

Reaching out to as many potential interested parties as reasonably possible (M&A)

21
Q

Targeted auction

A

Where only a select group of potential buyers are approached (M&A)

22
Q

Auction

A

A staged process whereby a target is marketed to multiple prospective buyers/bidders.