Contributed by Carofin
The information below provides an overview of debt-related investment, in particular Private Placement Offerings.
- Debt financing is raised by companies through the issuance of Securities called Promissory Notes, Senior Notes, Senior Secured Notes or Subordinated Notes. These terms indicated the underlying credit structure of a given debt Security and are described below.
- The amount of debt financing which can be raised by companies through Private Placement offerings ranges in amounts from less than $100,000 to well over $1,000,000,000.
- Maturities (i.e., when the Principal is due to be repaid) can be short-term (say 90 days) to over 10 years. In many cases, Amortizing Principal repayment is established when the debt Security is issued. Amortization involves the scheduled, partial return of Principal over the life of the debt Security.
- The repayment schedule of a debt Security should match the projected cash flow to be generated by the Security Issuer’s business during the period the debt Security is outstanding so the company can afford to repay the borrowed Capital when it becomes due.
- The debt’s Maturity should also match the Issuer’s intended use of the funds. For example, funds to be used for short-term working Capital (such as financing Accounts Receivable or Inventory accumulation) should generally involve a Maturity less than one year, whereas funds for Capital Expenditures (including equipment acquisition, property acquisition or facility enhancement, to name a few) will generally involve a Security with a Maturity of greater than one year.
- Debt Securities are also referred to as Fixed Income Securities because they provide Investors with a specified rate of return through payment of an annualized interest rate that is typically paid by the Issuer monthly or quarterly on the outstanding Principal balance. Equity Securities, on the other hand, provide Investors with a share of the Issuer’s profits, but after the Issuer’s payment obligations of all debt Securities or loans have first been satisfied.
- Interest rates may be fixed for the life of the Security, or they may set in relation to a recognized index, such as the U.S. bank Prime Rate or the London Interbank Offered Rate (‘LIBOR’). The rate paid for such floating rate notes will, therefore, fluctuate as the underlying indexed rate changes due to overall credit market shifts.
- Lower credit quality Issuers should pay a higher rate of return to Investors than stronger credit quality Issuers.
- Longer maturity Securities typically require a higher interest rate than shorter term Securities of a comparable credit Issuer.
- The credit strength of a debt Security and the related Investor demand can be enhanced by Collateralizing the Security wherein a Lien on the Issuer’s assets is filed in the state the Issuer and the assets are located. In the event that the Issuer cannot otherwise meet its redemption obligation, these assets can be Foreclosed upon for sale by Investors to achieve a return of their investment. Such Securities are referred to as Secured Notes.
- To generate a greater potential return to the Investor, debt Securities may also incorporate Warrants, a form of purchase option for equity Securities of the Issuer. Offering Warrants with a debt offering may be necessary to generate Investor demand given the risk profile of the debt Security being offered.
- Debt Securities can also be issued whose repayment priority is specifically subordinated to other debt Securities of the Issuers. These are referred to as Subordinated Debt and also as Mezzanine Financing, and their Total Returns provided Investors is typically higher than the Senior Debt Securities of the Issuer which have seniority in the event of a liquidation of the Issuer.
- Not paying the Principal or interest when due on a debt Security results in a Default event and trigger events that can restrict the Issuer’s operations until the default is “remedied,” potentially forcing the Issuer’s bankruptcy and liquidation. Consequently, debt should only be offered by companies having a base of operation that generates sufficient cash flow to meet the Principal and interest payments specified by the Security offered.
- Debt Securities can be structured for continual issuance, sometimes in Tranches, when there is an ongoing need for debt financing by an Issuer, and not all the Capital is required a particular point.
- Credit ratings on a specific private debt Security, which can be assigned from third parties such as a nationally recognized rating service (i.e., Moody’s Investors Service, Standard and Poor’s Corporation or the NAIC), can significantly increase Investor demand while reducing the interest rate required by Investors. Credit ratings are only available for the debt Securities of larger, well-established companies.
*This article is re-posted with permission from Carofin. The original article can be found here: https://carofin.com/knowledge-base/security/debt-investment-overview/
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