Covenants, cash dominion and other benefits
By leveraging a company’s balance sheet, an ABL facility can provide many borrowers more liquidity than a traditional cash flow revolver.
Another major advantage: ABLs have fewer covenants than traditional cash flow loans. An ABL is typically governed by a single fixed-charge coverage covenant.
In exchange for this covenant flexibility, the ABL lender requires a cash dominion mechanism to be put in place prior to closing. In its simplest form, the cash dominion mechanism allows for A/R cash receipts to directly pay down the outstanding ABL revolver. The borrower can then re-borrow under the facility to fund operations. For many borrowers, this requirement can be structured to “spring” at an agreed upon minimum liquidity threshold.
“Essentially, a traditional cash flow facility and an asset-based facility are underwritten based on the same criteria, but in a different order,” says John Freeman, Managing Director, Working Capital Finance at U.S. Bank.
“A traditional revolving facility is primarily underwritten to the predictability of a borrower’s cash flow performance and is sized based on a leverage multiple,” he explains. “But a committed ABL facility is an alternative senior secured facility which is primarily underwritten, and sized, based on value of the assets which the borrower chooses to pledge as security for the loan.”
A traditional cash flow revolver is underwritten based on:
- Strength of management
- Cashflow predictability, which is monitored through multiple financial covenants including, but not limited to Debt-to-EBITDA, tangible net worth, maximum Capex, FCC (fixed-charge coverage), etc.
- Collateral coverage
An ABL underwriting prioritizes collateral and liquidity and is based on:
- Strength of Management
- Collateral / Excess Liquidity (an ABL solution looks to maximize liquidity)
- Financial covenants, specifically FCC
“With a revolver-only facility the typical FCC covenant is set at 1.0x,” Freeman noted, “and with a revolver plus term loan facility, the typical FCC covenant is set at 1.10x or higher.”
The ABL is secondarily underwritten to the historical and projected financial performance of the borrower. As part of the diligence process, an ABL lender will perform an initial field exam and appraisal(s) which will primarily focus on establishing an agreed upon borrowing base formula.
Both the field exam and appraisals (inventory, RE, M&E, and IP) will be part of the on-going ABL collateral monitoring. Additionally, the company will be required to submit an updated Borrowing Base Certification (BBC) on a periodic basis, typically monthly or weekly, based on excess availability metrics. That said, borrowers are now able to utilize software which automates much of the reporting requirements. Such technology provides ABL reporting efficiencies that had not existed historically.