Authors Matt Willes
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Today in mezz threads:
Finding collateral where there isn’t any ... aka, my most innovative idea (and I’m giving it to you for free)!
Let’s revisit this thread from my early (active) Twitter days. A few questions you might ask:
1) What was my collateral (why did I make this loan)?
2) Why did I have any leverage with the company at all (short of a foreclosure)?
3) Why did the “deep pockets” buy me out?
Let me pick up the story with two assumptions I had going in:
1) I didn’t trust the owner/operator (at all)
2) I knew the PE group (that had offered $200 M) well, and I knew who they were proposing to bring in to run the company had they bought it
#2 (plan B) made sense to me
The senior ($ZION) had the collateral locked up and controlled any formal foreclosure/bankruptcy.
The idea of a convertible had some appeal but you can’t really do anything with 5-10% of a business
My solution: “default conversion” at an unfair valuation
I negotiated a deal that if the company defaulted (and only if they didn’t cure the defaults) I had the option to convert into preferred stock representing a fully diluted 40% of the business
Finding collateral where there isn’t any ... aka, my most innovative idea (and I’m giving it to you for free)!

Let’s revisit this thread from my early (active) Twitter days. A few questions you might ask:
1) What was my collateral (why did I make this loan)?
2) Why did I have any leverage with the company at all (short of a foreclosure)?
3) Why did the “deep pockets” buy me out?
My typical mezz deals are to companies in 1/3 categories:
— Matt Willes (@SkolCapital) August 27, 2020
1) M&A
2) Growth Capital
3) Special Situations ...
Here\u2019s an example on #3:
Let me pick up the story with two assumptions I had going in:
1) I didn’t trust the owner/operator (at all)
2) I knew the PE group (that had offered $200 M) well, and I knew who they were proposing to bring in to run the company had they bought it
#2 (plan B) made sense to me

The senior ($ZION) had the collateral locked up and controlled any formal foreclosure/bankruptcy.
The idea of a convertible had some appeal but you can’t really do anything with 5-10% of a business

My solution: “default conversion” at an unfair valuation
I negotiated a deal that if the company defaulted (and only if they didn’t cure the defaults) I had the option to convert into preferred stock representing a fully diluted 40% of the business

Today, a mezz thread!
Also, the answer to a few questions including:
Yesterday’s Value That Company!
Also, Why am I so dumb?
Finally, Why listen to me? 🤷♂️
Here we go!
A few years ago, I get a call from an acquaintance (we have several mutual good friends). He’s running a fast growing consumer finance company and needs cash...
It isn’t “I need $5 Million by Friday” but it’s close...
How fast are they growing? By the time we are negotiating the deal a week or 10 day later, the ask is up to $10 Million...
We did a little time travel yesterday on Value That Company, and I put you back in my shoes 3 years ago...
(Answer shortly)... https://t.co/mNFNGgHiMI
The business is fascinating, but also extremely sensitive to assumptions, underwriting, etc...
Management is good, but also very aggressive which I’m not sure I love...
Worse, we don’t have the time to really dig into the numbers as extensively as I’d like... https://t.co/np5UPBmjnu
Also, the answer to a few questions including:
Yesterday’s Value That Company!
Also, Why am I so dumb?
Finally, Why listen to me? 🤷♂️
Here we go!

A few years ago, I get a call from an acquaintance (we have several mutual good friends). He’s running a fast growing consumer finance company and needs cash...
It isn’t “I need $5 Million by Friday” but it’s close...

How fast are they growing? By the time we are negotiating the deal a week or 10 day later, the ask is up to $10 Million...

We did a little time travel yesterday on Value That Company, and I put you back in my shoes 3 years ago...
(Answer shortly)... https://t.co/mNFNGgHiMI

It is time... For reasons that will be clear tomorrow, we are going into the archives for the first 2021 edition of Value That Company!
— Matt Willes (@SkolCapital) January 12, 2021
Today: Consumer Finance
TTM: 217 M Rev; 12.7 M EBITDA
Prior year: 97 M Rev; -4.4 M EBITDA
2 yr ago: 23 M Rev; -2.9 M EBITDA
More details: https://t.co/rn8lbARa4V
The business is fascinating, but also extremely sensitive to assumptions, underwriting, etc...
Management is good, but also very aggressive which I’m not sure I love...
Worse, we don’t have the time to really dig into the numbers as extensively as I’d like... https://t.co/np5UPBmjnu

Ok, stealing my thunder from tomorrow, BUT:
— Matt Willes (@SkolCapital) January 12, 2021
5% of customers never make even 1 payment: 100% loss rate
24% default before maturity: 15% loss rate
32% payoff < 90 days: 7% avg ROI
11% payoff > 90 days: 91% ROI
28% go full term: 121% ROI