Anatomy of a Deal: Non-Bank ABL Solutions - Maximizing Availability and Flexibility

By Tom Otte and Kevin Cox


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White Oak executives detail a complex deal that unlocked substantial liquidity for an asset-heavy borrower in a non-traditional ABL industry.

In today’s uncertain economic climate, companies are faced with a significant rise in interest rates, compressed gross margins, inflationary pressures on operating expenses, and declining cash flow to support working capital needs. Traditional bank financing, whether cash flow or asset-based, can be stressed and severely restrictive in this type of environment, posing a challenge to companies. Banks meanwhile are under internal and external pressures to evaluate portfolio companies, and may not be able to provide the liquidity and support that a borrower needs.

This is where private credit and non-bank direct lenders can step in. Private credit and non-bank direct financing can provide small and medium-sized enterprises (“SMEs”), whether sponsor owned or independent, access to liquidity that is critical to support growth and acquisitions and can help a company through a transition that may otherwise be significantly limited by a traditional bank financing. In this economic and lending environment companies are frequently turning to investment bankers and advisors to navigate the expanding world of private credit. Borrowers considering a move to a non-bank lender are looking for a partner who can be flexible and collaborative, and unconstrained by a rigid, regulatory-based, “credit box” that can leave borrowers and prospects needing more. A non-bank lender may look at the same pool of assets differently than a bank lender and still be able to preserve protections typical for lenders. Asset-based lenders love the velocity and turnover of collateral into cash collections, which can be used to pay down the debt if needed. Companies in asset-heavy but cash fl ow constrained industries can slip between the cracks, as traditional ABL structures favor receivables and inventory over fixed assets and real estate.

These “upside down” borrowing bases can be tricky to navigate, especially in industries that have historically not found much success in ABL, such as construction. Fixed asset-heavy borrowers tend to gravitate towards financing via a term loan, which is typically less flexible and can be problematic if leverage is elevated. However, by strategically including fixed assets in the borrowing base of an ABL, the borrower can be less constrained by leverage requirements, fixed amortization, and excess cash flow sweeps and unlock liquidity from the value of the assets.

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About the Author

Thomas K. Otte serves as the CEO of White Oak Commercial Finance and head of White Oak Europe. He previously served as senior advisor and region manager of Presidential Financial Corporation; founder and managing partner of TKO Finance Group, LLC; managing director of Special Situations Lending, Dune Capital Management LP; and president and chief operating officer of Middle Market Lending, GE Capital. He holds an M.B.A. from DePaul University in Chicago, IL and a B.A. in finance from the University of Illinois at Urbana. Otte has also been an active board member and advisor to several entities, including GE Capital Mexico and GE Capital SE Asia, as well as to companies in the healthcare and telecom sectors.

Kevin Cox serves White Oak as managing director of underwriting, with primary responsibility for structuring and underwriting new investment opportunities for White Oak’s private debt fund. He joined White Oak in May 2021. Cox has 20 years of asset-based lending and commercial finance experience, having served in various originations, relationship management, and underwriting roles throughout his career. Prior to joining White Oak, Cox was managing director and Western Region ABL underwriting manager at Wells Fargo Capital Finance, managing a team of underwriters focused on delivering financing solutions to middle-market and mid-corporate sponsor-backed, public, or privately owned companies across North America. During his tenure at Wells Fargo, Cox was also a senior relationship manager in the Syndicated Finance division and a business development officer with Wells Fargo Business Credit. He also previously served as a vice president, relationship manager, in Bridge Bank’s Capital Finance lending group and as vice president, underwriter, in Bay View Bank’s factoring division. He received a B.A. in political science from Harding University. Over the years he has been active in SFNet, ACG, and TMA.