Family Business Advisory Services

February 15, 2021

Financing Options Abound for Family Businesses in 2021

A long-time Wall Street saying speaks to the availability of credit for mid-size and larger family businesses that seek to raise debt capital in 2021:

If the ducks are quacking, feed them.

Barring a change in the economic backdrop, as uncertain as it is, the availability of debt financing for most family businesses in 2021 is good. Further, the cost of credit will be low and most likely the terms will be lenient by historical standards.

There are exceptions, of course. Hotels, retail CRE, restaurants, and tourism-related businesses face greater scrutiny. Retail malls and strip centers without a grocery or other essential business are tough financing propositions. Trepp, which tracks the commercial mortgage-backed security (“CMBS”) market, reports that it is not uncommon for servicers to sell troubled retail CRE loans at huge discounts and to auction large albatross retail properties in which no one shows up to bid.

At the other extreme are companies such as Carnival Corporation, which operates multiple cruise lines. Carnival raised $3.5 billion on February 10 via a 5.75% senior unsecured offering due March 2027. Demand was sufficiently robust to boost the offering from a planned $2.5 billion. During July 2020 Carnival sold $775 million senior secured second priority notes due February 2026 with a 10.50% coupon.

Four Options to Obtain Debt Capital

Family businesses have four broad options to obtain debt capital:

  • Commercial banks
  • Non-bank commercial finance companies
  • Private credit funds
  • Corporate bond market
Each financing option has its pluses and minuses.

Commercial Banks

Historically, commercial banks offered the cheapest source of funding to family businesses albeit with plenty of covenants and perhaps personal guarantees compared to more expensive unsecured long-term financing available from the bond market. Those precepts are changing in a yield-starved world in which investors (and banks) accept lower yields with fewer covenants (i.e., “covenant-lite” is now a standard for syndicated leverage loans).

Non-Bank Commercial Finance Companies

Non-bank commercial finance companies differ from banks in that they do not have deposit funding, are less levered than commercial bank and generally charge higher rates than banks to produce a competitive ROE. Commercial finance companies offer deep expertise in a given asset class to be financed, and the subject asset rather than a blanket lien on the firm’s assets and cash flow serves as the collateral.

Private Credit Funds

Private credit, which runs the gamut from publicly traded BDCs to funds sponsored by private equity firms, has existed in its current form for a few decades; however, private credit has exploded as a major source of financing since the 2008 recession because leverage lending by banks was restricted somewhat by regulators and because investors can earn attractive yields on capital that is levered by the manager. Plus, the sponsors earn management fees on the assets in addition to the coupon on their capital. Family businesses may find credit funds to be expensive, but generally, they can move quickly and will allow for more leverage than a commercial bank that originates loans for its balance sheet. There also is an advantage to having an ongoing dialogue with the fund that can make decisions to modify a loan or advance additional funds, unlike a bond offering.

Corporate Bond Market

For financing needs that are sufficiently large, a corporate bond offering that is broadly distributed or privately placed with a few investors offers family businesses multi-year fixed rate financing at historically low rates though not as low as short-term commercial bank borrowings. Also, corporate bonds usually entail interest only payments until the bond matures at which point the issue will have to be refinanced or repaid with existing corporate liquidity. Among the downsides of a corporate bond financing is limited flexibility should something go awry at the company whereas a loan from one or a few banks will entail more flexibility to renegotiate terms.

Are We Currently in a Borrower's Market?

There is so much capital available for lending, yet loan demand is weak because the U.S. is (or was) in a recession.

Loans in the commercial banking system declined for the first time in a decade in 2020 and only the second time in 28 years while deposits increased over 20%. Some of the reduction reflected corporate customers tapping the bond market to raise cheap long-term capital to refinance existing indebtedness. Further, banks have tightened commercial and CRE loan standards since last March based upon the Federal Reserve’s quarterly survey of senior lenders.

Tighter standards at commercial banks notwithstanding, there is a basic reason why the ability to obtain financing in 2021 should be a borrower’s market: cash and near-cash equivalents yield nothing while government and corporate bonds yield little. Banks and investors are sitting on sizable cash piles that must be lent to produce a return.

To get a sense of the pressure on yields, consider high yield corporate bonds (rated BB+/Ba1 or lower). The ICE BofA High Yield Index yielded 4.10% on February 10, well below prior lows seen in mid-2014 and early 2020 of ~5.25%. The peak yield of ~22% occurred in November 2008. This time around, yields grew to approximately 9% in late March 2020 before the Fed announced a plan to buy corporate credit and thereby restore liquidity to what had become a very illiquid market.

Also, the yield investors demand over comparable duration U.S. Treasuries (i.e., the option adjusted spread) is near a record low.

Investors are all-in, and our assumption is that commercial banks will not be willing to sit too long on excess deposits because revenue pressures are intense at banks amid an extremely low yield environment.

Conclusion

We conclude with two final points for family businesses about what the bond market is saying about credit.

  • First, the message of the U.S. Treasury market yield curve conveys is positive (assuming the Fed has not completely distorted market pricing). Typically, the shape of the yield curve points to investor expectations about future economic activity. A steeper curve as measured by the spread between market determined long-term rates and short-term rates that are heavily influenced by Fed policy rates points to a stronger economy in 12-18 months. Since Pfizer made the first vaccine announcement the curve has steepened. A flatter or inverted curve indicates a slowing or recessionary environment.
  • Second, Fed Chair Powell has been emphatic the Fed will not raise short-term policy rates until after 2023, even if inflation takes off. Following the 2008 recession, the Fed first raised rates in December 2015, seven years after the zero-interest rate policy (“ZIRP”) was adopted. The futures market for Eurodollars, one of the most liquid markets in the world that settles based upon 90-day LIBOR, has priced in only 75-100bps of an increase by the mid-2020s.
For family business directors, 2021 is an opportune time to evaluate financing needs to support growth investments and shareholder redemptions, and diversification needs.

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How Should Family Business Directors Use Benchmarking Data?
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Mercer Capital Sponsoring and Speaking at the 5th Annual It’s All Relative Family Business Symposium
Mercer Capital Sponsoring and Speaking at the 5th Annual It’s All Relative Family Business Symposium
Mercer Capital is pleased to sponsor the 5th annual It’s All Relative Family Business Symposium, hosted by the Ole Miss Center for Innovation and Entrepreneurship. The 2026 program will focus on governance and boards, with sessions designed to help family business leaders think more strategically about structure, stewardship, and long-term continuity.The Symposium takes place September 15-16, 2026, in Flowood, Mississippi. Travis Harms, Tripp Crews, and Zac Lange will represent the firm at the Symposium.In addition, Travis Harms and Tripp Crews are also leading the Tuesday afternoon session on “Dividend and Redemption Policies,” which explores how family businesses can balance shareholder liquidity needs with the capital required to support the long-term health of the business.Travis Harms, CFA, CPA, ABV, is President of Mercer Capital and leads the firm’s Family Business Advisory Services Group. He focuses on financial education, valuation, and strategic financial consulting for multigenerational family businesses.Tripp Crews, ABV, is a Vice President with Mercer Capital and serves on the firm’s Transaction Advisory Services team, the Agribusiness Industry team, and the Family Business Advisory Services Group. He works on valuation and transaction-related matters for closely held businesses and family enterprises, with particular experience in agribusiness and ownership transition issues.Zac Lange, CPA, ABV, is a Vice President with Mercer Capital and serves on the firm’s Family Business Advisory Services Group. He focuses on supporting family businesses and litigants with valuation, financial analysis, and dispute-related matters, including corporate planning and reorganizations, financial reporting, and fairness opinions.Mercer Capital regularly works with family business owners and advisors on valuation and strategic financial matters involving ownership, governance, succession, and long-term planning. The firm is proud to support programs that bring family business leaders together for practical discussion and shared learning.Mercer Capital looks forward to connecting with attendees in Flowood and participating in this year’s Symposium. To learn more about the symposium, visit the event's website: https://olemisscie.com/family-business-26/
Themes from Q1 2020 Earnings Calls (2)
Themes from Q1 2020 Earnings Calls

Part 1: E&P Companies

In the first quarter of 2020, oil benchmarks ended arguably their worst quarter in history with a thud.  The concurrent overlapping impact of (i) discord created by the OPEC / Russian rift and resulting supply surge; and (ii) the drop in demand due to COVID-19 related issues was historic.  Brent crude prices began the quarter around $67 per barrel and dropped to $50 per barrel by early March before plummeting to $19 per barrel by the end of the month. 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We will turn our attention to those in the mineral aggregator space in a subsequent post.E&P CompaniesOperators experienced mixed earnings in the first quarter.  Although operators started the year with a positive outlook, the events that occurred in March quickly forced them to reconsider their forecasts.  Investors and participants were far less concerned with earnings figures for the quarter than future implications of current events.Theme 1: Setting Priorities During Uncertain TimesOperators seemed inclined to comment on their priorities moving forward.  Making cuts to capital expenditures was predicted and unanimous among the group; however, the operators discussed other measures that they are implementing to combat the current depressed environment.“Paying our interest expense, retaining our people and paying our dividend remain our priorities through these uncertain times.” – Travis Stice, CEO, Diamondback Energy“First, optimizing our cash flow by adjusting our spend rate, production and cost structure.  Second, maintaining a strong balance sheet.  Third, continuing to return capital to shareholders through our dividend.  And finally, maintaining flexibility to cut further while also preserving our operational capacity.” – Timothy Leach, Chairman & CEO, Concho Resources“Our capital allocation priorities are balance sheet, dividend and capital spending.” – Scott Sheffield, Chairman & CEO, Pioneer Natural ResourcesTheme 2: Maintaining Bank Relationships in Times of NeedBanks will continue to play a substantial role as many of the operators relied on tapping into their credit lines and/or other debt instruments to satisfy liquidity needs.“Our banks are very strong.  Our credit facility is strong.  We don’t have covenants really in there, debt-to-capital covenants, only one we have, and we’re well south below that and we’re not in any realm of even approaching that.  Our debt would have to go up by $8 billion to hit that covenant level.  So, I told you we’ve got a lot of cushion.” – John Hart, CFO & Treasurer, Continental Resources“As of today, the undrawn capacity on our credit facilities total $6.75 billion.  We believe a strong balance sheet is essential to succeeding in this industry and we are committed to maintain our investment grade credit rating.” – Don Templin, CFO, Marathon Petroleum CorporationTheme 3: Prepared for the Worst While Hoping for the BestMany operators focused on their individual advantages to convey their resilience during the difficult pricing environment.“Diamondback is prepared to operate in a lower oil price environment and our cost structure will prove to be a differentiator through this downturn.  Low interest expense, low leverage, industry leading low cash G&A, a full hedge book, strong midstream contracts and benefit of Viper and Rattler will allow them to operate effectively through these uncertain times.” – Travis Stice, CEO, Diamondback Energy“Just as Pioneer entered this downturn as one of the best positioned companies, we will emerge just as strong.  The key points here, obviously, is maintaining our top-tier balance sheet through capital discipline, combined with significant cost reductions in 2020.” – Scott Sheffield, Chairman & CEO, Pioneer Natural Resources“We still have levers we can pull if conditions deteriorate further, and we will maintain flexibility to make additional cuts to our spending.” – Timothy Leach, Chairman & CEO, Concho ResourcesTheme 4: Providing Flexibility with LiquidityE&P companies are attempting to maximize liquidity to allow financial flexibility.“Just to be on the safe side, we did increase our liquidity position in early April by adding a 364-day credit facility, a little over $900 million that get our liquidity up to $2.4 billion.” – Scott Sheffield, Chairman & CEO, Pioneer Natural Resources“We’ve taken steps to maintain our financial flexibility.  We’ve secured $3.5 billion of additional liquidity, including a new $1 billion 364-day revolver, and issued $2.5 billion of senior notes.” – Mike Hennigan, CEO, Marathon Petroleum Corporation“With our reduction in spending, current hedge protection and suspensions of our buyback program, we expect to maximize liquidity and retain cash to pay down debt.” – Travis Stice, CEO, Diamondback Energy There is no question that E&P companies were forced to react quickly during the first quarter of 2020.  Macroeconomic events mixed with a global pandemic slashed demand and caused prices to plummet.  The operators tried to convey their confidence and resilience with their strategies moving forward.  Time will tell whether they come out of this situation as stronger companies.

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