W by Shyam S. Amladi hat is a winning strategy in assetbased lending? To win deals? Sure. But in the process to also elevate your group’s standing and credibility within your institution — and in the wider commercial-lending community. Before discussing components of a winning strategy, let’s examine the asset-based lending landscape. 32 As I talk to practitioners about evolutionary trends within the asset-based industry, I get divergent opinions. Some say the asset-based lending industry has become exceedingly complex and sophisticated. Others claim it is “back-to-basics” time. It would be tempting to say “both are right,” but I do favor the first group’s view. While some (Continued on page 34) THE SECURED LENDER MARCH/APRIL 2004 VOLUME 60 NUMBER 2 asset-based lending practices and fundamental values have remained constant and may even be self-perpetuating, the entire industry has been transformed over the past two decades and in the process become very complex. Compared with practices common in the industry 20 years ago, operating today requires a different type of analysis, a different set of values, broader knowledge of debt and equity markets and their inner workings and, not least, a different approach to succeed in it. Here are some factors that make creating an assetbased loan today vs. a couple of decades ago more complex. ➤ Loan-to-collateral value plays a significant, but no longer a critical, part in the overall credit decision and loan structuring. Collateral may be king in a DIP environment, but elsewhere, near-equal importance is attached to other credit and risk factors. ➤ Sales and marketing functions, though co-dependent, have become functionally distinct. ➤ Marketers are, and have to be, much more proficient in credit; most have not only had training in credit and risk management, but often a working background in both. ➤ Borrowers using asset-based lending facilities are not only larger in size, but (and maybe because of size) require sophisticated credit structures. ➤ Asset-based lending credit facilities are often only a part of the overall funded debt. Asset-based lenders have to pay close attention to other debt providers. Some of these creditors may share equally in most, if not all, of the rights of the asset-based lender. ➤ Indirect lending products are becoming more prevalent, led by such financial instruments as derivatives, hedges, backup lines, securitization and offshore credit facilities. ➤ Institutionally, most asset-based lenders are a segment, sometimes a small segment, of their parent’s business and have to deal with capital allocation and “why-do-we-exist?” issues within their own institutions. ➤ Though still labeled a “specialized lending” product, asset-based lending shops have much more interaction with other lending and nonlending businesses within their banks. ➤ Getting broadly marketed, asset-based lending is attracting first-time users, many of whom are completely unfamiliar with its structuring and monitoring nuances. ➤ Risk of loss and prudent exits are not the only factors asset-based lenders have to manage in underwriting and managing a portfolio; in the regulated world of banking they have to be wary of some of the same top-of-the-house issues that affect their banking colleagues — ROE, risk profile, sector concentration, criticized and classified portfolio, NPA, contingent 34 exposure (e.g., under derivative contracts), industry exceptions and syndication “fails.” All of this tends to complicate life for an asset-based lending marketer. Not only do fancy terms and fancier intermediaries stymie him, but he is also dealing in an industry where rules of the game have changed. Some recent complaints: “I don’t know any more what kind of a deal my company likes; my managers won’t come right out and say it;” “I cannot believe I have to explain cash dominion to the idiots in the company. Again!”; “Why did my managers reject this deal? It was an in-thebox asset-based lending deal. They won’t tell me, so I am left guessing;” “It’s all a black box, and by the time I figure it all out, I’ll retire or be someplace else;” “What do they mean, ‘it is a specialized industry and we have to check with our industry lending group’? Last deal I took to this group, they rejected it, because they don’t understand leveraged capital and are clueless about asset-based lending structures and give us no credit for reserves, OLV, collateral monitoring or excess availability;” “Oh, I get it. As the committee approved it, our deal asks the company to pay more for less availability, hogties them, and the borrower is going to jump at it, right? Yeah, right!”; “They are hung up on full flex, the company wants only pricing flex and I am screwed!”; “Admit it, boss. Turnaround is a dirty word around here!” You get the picture. Sometimes getting deals approved seems a lot tougher inside than out in the market. The process has been compared to rafting in strange rapids where you have no control. Guidance from the top is usually too broad-brushed, not business unit-specific. Most financial institutions publish a mission statement that serves both as credit guidelines and a description of its credit culture. Often catch phrases are used, such as “focused underwriting,” “adherence to approved credit criteria and risk/reward matrix” and “risk-mitigation through a loan structure that relies on comprehensive borrower and industry due diligence and a prudent and consistent account-management strategy.” Many of you might be thinking, “Big deal. I did all that and I am confused as ever. Now what?” Since each institution is different in its credit culture and risk appetite and each asset-based lending deal is unique, it would be futile to try to describe individual strategies here that will work for the marketers in winning (Continued on page 36) THE SECURED LENDER approvals. Instead, let me address some of the sound business practices that help shape a winning marketing strategy. How do we win deals and gain respect? Let’s agree that a very small portion of our “wins” is pure opportunity, i.e., being at the right time and at the right place. Even a smaller percentage of these wins is due to a favorable institutional bias. And the rest? We have got to win like the old shooters did — practice, aim and fire — and practice some more. Translating this to the business of commercial lending, three factors are key to a winning strategy: Structure, reliability and economics. Structure A prospective borrower with a choice of lenders is likely to compare proposals first and foremost for structural fit and flexibility. Prospects not focused on structure or obsessed with pricing or even reliability are being shortsighted. How do you sell structure? More relevant, how do you turn structure into a trump card for your deal? A back-to-basics, common sense approach helps. The three elements to a winning strategy for structure are: ➤ Determine a customer’s top funding priorities, match and adjust it to market reality and incorporate into your deal. This practice incorporates the old, but sometimes forgotten, merchandising truism: a true sale occurs only when the customer decides to buy and knows why. Any sales pitch should link it to the borrower’s needs and preferences. Trite as this may seem, how often have we touted our institution’s commitment to our business, our experience in the industry, how well we rate, how large a check we can write and how we value relationships? Is all this important to a business? Of course it is, but less so than obtaining a financing structure that responds to its needs. ➤ Early on, insure the structure is internally and externally consistent with market appetite. Some marketers worry about only making sure it is acceptable within the institution or that it is marketable. Internal consistency is just a good, long-term business practice, while external acceptance insures market credibility and access. 36 Consistency does not mean deal-cloning, but rather a) making sure that the exceptions, if any, are honestly noted and dealt with and that, over time, exceptions do not become rule for the asset-based lending group, b) the risk profile of the credit and the structure are compatible with the institution’s mandate for your line of business and c) recognizing that structure does not overcome an inherently sick business or a faulty business model. ➤ Research and find comparables. Lenders and approvers are creatures of habit. More often than not, they find refuge and comfort in precedents and arguably, successful precedents. If internal examples or expert testimony are not available, look outside; most credit officers will accept large, well-syndicated deals completed by your competitors, even if you did not participate. Reliability “Reliability” is probably as widely misused as “on-time” in describing airline arrivals and departures and “nonrecurring charges” in underwriting turnarounds. Structuring asset-based lending deals at the proposal stage and ahead of due diligence is not a task for the faint of heart and therefore not to be taken lightly. It is fraught with unpredictability since it is not uncommon to initiate changes in the deal from its original proposal to final finish as information about collateral, funds requirements, interim performance and management comes to light during the due-diligence process. What does reliability mean in the context of delivering a deal? And what can you reasonably ask the borrower to rely on? Reliability is the ability (and conversely, your customer’s confidence in your ability) to deliver the promised structure in its broad frame, not the dollars generally within the promised time frame. There are certain assumptions on both sides. The borrower assumes that the lender, based on his experience in financing similar deals, has conducted preliminary due diligence to assess the borrower’s financing requirements and determine loan values. A lender assumes (and should communicate this assumption) that the verbal and written information received during the preproposal stage is current and accurate. In their zeal to be perceived as reliable, some lenders take an inordinate amount of time in prework due diligence and often lose to competition. A winning strategy takes a balanced approach — sort of sweating broad details relative to preproposal due diligence in coming up with a satisfactory structure. Since it is a judgment call and experience and credibility are crucial, intercession by your “A” team players is needed. (Continued on page 91) THE SECURED LENDER Close that deal yet? (Continued from page 36) Economics There are three key components of income derived from a commercial-finance transaction: a) loan pricing — its subcomponents being usage, spread and fee income from mandated services (e.g., syndication skim), b) future lending and cross-sell opportunities and c) intangible benefits (new relationship or uptiering an existing one, industry insight, helping another group within your institution). Winning teams make their pricing decision by relying on what is clear and present — a) loan pricing. The “b” and “c” components provide good talking points and may in some instances become real over time; however, they should not only not drive the initial pricing decision, but enter only minimally in that decision stream. Sometimes this may make your pricing uncompetitive when going up against a lender who justifies a lower price by being hopeful about future business. Over a period of time, however, this practice of deficit-financing your deal comes up a loser. Imagine having to rely on cross-selling or future business not just to reach divisional profit targets, but also to justify under-yielding relationships. In parts of the bank where this practice was rampant, like global or large corporate lending groups, the trend is to track and cull relationships that do not pay the freight in today’s dollars. Here are some factors winning teams evaluate when pricing their transactions: MARCH/APRIL, 2004 ➤ What is the opportunity cost of not doing the deal to our borrower and us? ➤ Are risk-reward dynamics properly aligned? Remember, we can only price a transaction for average risk and average risk for most institutions is within a very close tolerance range. ➤ If pricing is exceptional (favorably or unfavorably), is this fact disclosed and circumstances explained so it does not color subsequent transactions? ➤ Is our value-added visible, so the pricing can be defended, if need arises? ➤ If structure works for the customer, does pricing work for us? ➤ If pricing is matrixed, is the matrix is reasonable and bidirectional? The above discussion should provide some insight into how a combination of credit discipline, forward thinking and common sense can help you formulate a winning strategy in structuring and winning deals satisfactory to you, your institution and, most importantly, to your customer. ▲ Shyam S. Amladi is senior credit officer with FleetBoston Financial – Fleet Capital Corp. in Chicago. 91
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