Debt and mezz fund expertise
Hi,
Anyone with mezzanine/debt PE experience (or something similar) and willing to chat, please shoot me a PM.
Looking to get info on how deals originate, deal processes/diligence, key modeling skills, working life, etc. in advance of an upcoming meeting with a fund.
Thanks!
cphbravo is your guy. It will vary from time to time.
What questions do you have? I can try and answer some here. Will not have a lengthy discussion via PM.
Thanks PEI - will see if cph is around. By chat I actually meant jump on phone or skype, looking to get specifics of modeling etc. that might not lend so well to typing.
Anyways, I'll post a few questions here once I've taken time to do more googling/research (so as not to repeat what's been covered already). Thanks for offering to help out.
Ah got it. In general, sub/mezz would run similar analysis to your standard LBO and recap models. They are looking at credit stats, leverage levels, and to determine how much they can fund and at what rate to provide an optimal IRR (going to be targeting mid-teens to low-twenties, generally).
If you understand the LBO/recap model, should be no problem from a modelling standpoint.
Our LBO models have the mezz equity options built in using a switch.
If the questions aren't overly personal or specific in nature, just post them here for the benefit of the community. I'll answer what I can and there are a few other guys that work, or have worked, in the mezz space.
For my firm, deals are originated through networking...like most places. We attend conferences and networking events around the country, though we don't do much on the west coast in an effort to maximize our time.
Anyways, deals will come from any and every channel imaginable...owners/operators looking for growth and/or acquisition capital, potential owner/operators that are looking to buy someone else's business and run it, IBs marketing deals they have, traditional PE firms looking for debt, other debt shops looking for partners on larger deals or deals they want to reduce exposure in and then a variety of smaller, less likely folks like accountants, lawyers, friends of the business that we've networked with, etc.
Diligence for us varies depending on the deals. We see both sponsored (PE-backed) and unsponsored (no PE involved) and that generally dictates how much diligence we need to initiate and review vs. just review. Sponsor deals typically have more robust historical financials and they generally engage accounting firms and industry consultants to dig into the companies books and industry, respectively. Often we will piggy back off the diligence they have completed. The short of it is, we outsource the diligence process, so the responsibility of the deal team is to make sure that process is moving along efficiently and that they are coming in on budget. That is to say, we aren't conducting the diligence ourselves, just lining up the service providers and managing them and analyzing their findings.
We will also engage lawyers to draw up our documents and make changes as we go along. Chances are, our term sheet starts as what we typically call a 'dragon' which is very harsh and unagreeable to most. Over the course of weeks, there will be a back and forth about what the company isn't willing to accept and what we aren't willing to give up. Those things might be the right to sell the company at will, the ability to engage IBs to get valuations conducted, board seats, etc.
As far as the process is concerned, it depends mostly on what the timeline is, or needs to be. You can run a lot of the processes all at once but they all cost money...which the company generally pays for...and you can find something wrong at any point and back out of the deal, leaving the company with diligence bills for a deal that isn't getting done. Of course, we don't go into a deal with the thought of it never closing and our requests aren't outrageous or anything, so we prefer to engage the various diligence and legal folks subsequent to one another just in case one comes back with information we don't like.
I've only worked in mezz, so I don't know how accurately I can answer the key modeling question, with regard to IB, etc. however, you are monitoring cash flow, leverage and covenant levels, so fully integrated three statement models are necessary. I suspect they aren't as complex as general LBO models, but fairly similar with regard to functionality and intent. Common covenants are leverage for senior, junior and/or total debt, CapEx spend, Fixed Charge Coverage and minimum EBITDA.
Working life will generally be better than IB, with few hours and less stress...also less money. I'm at a small firm and we're pretty relaxed so I can come and go as I please and pretty much wear what I want... assuming I'm not meeting with anyone. I get to attend networking events from time to time and meet with companies, owner operators, CEOs, etc...again, smaller firm, so more access.
If you have general questions, please post them here so everyone can see. If it's a question about the specific fund, shoot me a PM and I will see what I can find out for you.
Regards
Varies some, depending on the size and activity of the fund, but yes, Mezz pay is less than IBD in most cases (part of the trade-off) and certainly less than PE.
Hi Cph - thanks for the insight into Mezz.
I was wondering, how difficult would it be to transition into either PE or IBD from Mezz? From what i've heard, it's a lighter version of PE. There is minimal information on Mezz in the forums.
Thanks in advance.
Why would you move from Mezz to IBD? Moving from the buy side to the sell side is rare. There are plenty that have worked at Mezz and PE (sometimes going back and forth between the two), but it isn't a guarantee that you can move from Mezz to PE. Some guys are more credit-oriented and aren't interested in equity.
What is your experience to begin with?
The cream of the WSO crop rise to the top again - thanks very much guys.
I'll crack out my WSP LBO/Recap model again to review.
Will post any further public questions here - cph I will PM you with some specifics.
Glad we could help.
damn, this website is pure gold.
thanks guys, i learned something new
Just wanted to add a few more comments to what has been said (coming from a larger mezz fund).
ORIGINATION We receive our deals primarily from financial sponsors who we have built a relationship with over several years. We tend to prefer these sponsor-backed deals because it helps managing the potential portfolio company in the future. We will look at unsponsored deals as well, but it is rare that we continue in the process. Typically how sponsor-backed deals works is that an investment bank will send out a CIM to a sponsor at which point the sponsor will shoot it over to us to ask for levels of leverage we would be willing to underwrite. At the higher levels, you will often find pressure to do a deal for relationship purposes for fear of missing out on a larger, better deal in the future. It's a fine line as you always have to think of your LPs so as to not invest in a mediocre deal, while still managing your relationship with the sponsor/deal source.
DILIGENCE We tend not to rely on the sponsor's diligence as much, and oftentimes you'll find that some sponsors are less forthcoming with their work anyway. Our diligence ends up looking a lot like the sponsor's, but with less of a focus on the growth story and looking closely at underlying trends and the sustainability of financial performance. Things that we do include: attending management presentations, diligence sessions with the sponsor, talking to experts in the field, crawling through the dataroom, looking over and talking with third-party consultants regarding industry, tax, financial, etc. The key aspect we need to analyze is the sustainability of the EBITDA we're underwriting off of. For instance, if the Company has had a run-up from $10M to $50M in two years, you may be asked to write 2x off that $50M of EBITDA. But what if that EBITDA was affected by one-time events is actually going to be $40M next year? You've just overlevered the Company by $20M at the mezz level.
DOCUMENTATION Painful. That's all I'll really say. There's a lot of negotiation between you and the sponsor ranging from the note purchase agreement, to the intercreditor, to equity documents (if you get equity in the deal).
PROCESS This part is kind of a bummer of mezz. You're never really going at your own pace because you need to meet the deadlines set by the banker/sponsor. Additionally, you might face some disappointment because there are multiple opportunities for you to lose a deal. A sponsor will have multiple financing structures they're considering, and if they do choose a mezz structure, you won't always be the mezz provider that wins. So after this, even if you are the mezz provider of choice, your sponsor may not even win the bid.
MODELING In general, less complex than typical LBO modeling. Still will be pretty indepth in regards to the revenue buildup and growth assumptions. You'll build a few stress cases to figure out in a downside scenario if the Company still provides enough cashflow to cover your debt and that leverage isn't too high.
WORK LIFE Generally better than banking in every way. Hours on a non-busy week will be approximately 50-60 hours. If you're working to close a deal, then my hours jump closer to 80. At the larger mezz funds, pay is inline with large non-mega PE firms and definitely way above banking pay.
Bullet is pretty accurate. A big question you have to ask when trying to transition is 'why'. You are sitting across the table from someone working in IB, who probably spends his evenings trying to find a buyside job and you are telling him that you want to leave the buyside for the sellside. That just doesn't make sense to some.
If you feel IB is a better fit, then by all means, go for it, but it's just a really tough sell. I attempted to do it and it didn't pan out, partly because of the PE lifestyle aspect and partly because I would have been moving to new cities, which gives employers a different set of variables to consider.
PE is possible, but in my experience, it was a tough road, too. I came from a small, specialized fund, so my experience may be a bit different than others, but as often mentioned, mezz tends to be considered PE lite, so less intense from an hours perspective, often solely debt focused, so little to no equity component, and not nearly as well rounded in the modeling department, especially compared to IB. So, again, all uphill battles in my mind.
Just to add to my somewhat unique situation, I came into mezz straight out of undergrad, so I didn't have any prior experience...so your mileage may vary.
Regards
My situation is somewhat similar to yours. I have no prior experience, and may have an opportunity coming up to jump into mezz MM straight out of undergrad. Ultimately, I want to work in PE however, have found it difficult to go through the traditional route of IBD IBD (prestigious boutique) in the next recruitment cycle? (I would then move into PE within 2-3years). And/or difficulty moving directly into PE (after a few years in mezz)? I'm not expecting mega-funds, as I clearly won't have the BB experience. Also, what is a decent sized mezz firm (I'm not sure how this would be measured; whether by latest fund, deals, historical AUM)?
It doesn't seem like it will be easy, but it's certainly doable. It's really about gaining the necessary skills and convincing the potential employer that you aren't a huge risk. For some, that's easier than others.
Mezz funds vary in size from $20mm to few billion, but I would think most fall in the $200mm to $600mm, just given the amount of time they would have to deploy the money and the size of the checks they would likely be writing.
Regards
Great info, thanks guys! To those in mezz, have you seen anyone transition at pre or post MBA level from Commercial banking into a mezz or credit fund? It seems a lot of the credit underwriting experience and portfolio monitoring could be transferrable. Thanks in advance.
Yes. Not a guarantee, but it has been done quite a bit. Some post-MBA, some pre-MBA, some no-MBA.
Understanding credit is a bigger part of mezz than understanding upside.
Thank you. A few follow up questions if you don't mind, are the positions at a mezz fund similar to PE: analyst, associate, principal/vp, partner? If so, would you typically see a post MBA transition into associate or vp/principal position? Would you say that as you move up the ranks, your role becomes less about credit underwriting and more involved in bringing in new deals? Thanks in advance.
Mezzanine Debt - Career? Pay? Exit Ops? (Originally Posted: 12/02/2010)
I found in some PE websites some people coming out of the Mezzanine Debt background. Does this mean Mezzanine Debt analysts enjoy good exit ops to the PE world? How about the career and pay for such a specialty?
Bump... Was curious about this as well if anyone has information
Mezzanine Fund Information (Originally Posted: 03/09/2015)
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1) B-school opps will largely be the same if you're comparing similarly branded firms. Brand-name mezz shop will do fine vs. brand-name PE shop, granted there are fewer "brand-name" mezz shops - they are usually part of MF credit arms and include special opportunities. There isn't much "operational" experience at larger PE firms anyways (maybe more at the MM level). 2) Depends on how late you are in your career and the firm you are at. If you spend your first 2-3 years out of undergrad in credit, you won't be necessarily silo'd. If you're considering distressed credit afterwards, you should be fine given relevant credit experience. 3) My comments above are largely related to traditional mezz opportunities (opportunistic credit, preferred equity, equity co-invests, unsecured 13-15%+ notes). If you're just looking at senior 1st/2nd liens, you experience with b-school and distressed credit exit opps may not be the same. Again, the answers to your questions are dependent on type of firm (brand, "prestige", investment profile) you're interviewing at and where you are in your current career.
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Off the top of my head are Crescent, GSO, Sankaty, Oaktree, Carlyle, Kayne, etc - I'm familiar with some more than others. Again, most of the "well-known" Mezz shops are internal teams associated with MFs or large credit HFs and do a mix of both mezzanine lending and other special credit opportunities. I'm not too familiar with Mezz-only firms though...
Edit: I would also look into how analysts/associates for your fund have historically placed for bschool placement/career exit opps questions.
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GSO, oaktree and carlyle definitely place into HSW. Not sure about crescent.
Edit: would caveat though that a lot of this is self selection. If you ended up at Oaktree, odds are you already have good grade / strong work experience.
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Would you take a Mezz fund offer or not? (Originally Posted: 04/20/2015)
I recently got an offer for a $600-700mm Mezz fund, but like most PE firms, they want an analyst for the typical IB>PE>MBA track.
I REALLY don't want to do my MBA, so I am looking to see what the exit opps would be like when leaving the firm. I'm just hoping this won't pigeon hole me (aka. leaving me jobless) and I would be openly transferrable to another MM PE fund or Hedge Fund when I leave the company.
Do any of you work for a Mezz fund or have some insight for the exit opps? Any help would be appreciated.
I know a few people who have gone this route. Generally, if you don't use the firm's connections to switch to PE after being there, you will get pigeonholed as a "debt guy". Note that you can still easily move to debt-focused HF.
More typically, I've seen people move to PE firms that work with the mezz fund as an associate. It puts you a couple years back relative to peers, but can still work. Hope that helps.
It's tougher than just getting a PE gig from IBD. There is a recent trend by MM PE firms to have sidecar mezz funds, this could serve to help you get in the door. Also, there are plenty of distressed firms (e.g., American Securities) that provide debt and eventually take control in distressed situations. Firms with this style will have more PE-like investment strategy's, thus the skillset is more transferable, and there is a better chance for you to lateral.
Are you in IB right now? Like Buyout PE, Mezz PE is usually a space you move into after IB (usually from Leveraged Finance groups). Mezz is a very interesting space since you are investing in both debt and equity securities and some Mezz funds also require larger equity slices so the space is very conducive to developing great technical skills.
Mezz guys are seen more as investors rather than lenders because how low they are in the capital structure and because they have experience with both debt and equity. The experience is very good to have if you unsure where along the capital structure you want to invest because it gives you optionality.
I've seen several people move from Mezz to Buyout and others from Buyout to Mezz as well because of the significant skill set overlap. With Mezz on your resume you'd be a pretty attractive candidate across a number of strategies include distressed debt (especially if you've dealt with mezz investments that haven't gone well) and general buyout PE. Growth PE would be a stretch though. I think most people tend to stay in Mezz rather than leaving though because its generally seen as a pretty cushy job.
Do you have or expect other offers? If no, I'd say don't think twice and take it. You should have plenty of exit opps and mezz isn't a bad place to be long term. You'll also get to know a lot of regular PE guys well because you'll invest/lend alongside them so you'll be able to keep your feelers out when the time comes to leave. In regular PE at the more entry levels you tend to not meet as many other PE guys because, outside of the MF's who do club deals, you don't do deals with other PE firms. You may meet them at ACG type of events but it will be odd that you'd work on deals with them. And working in the trenches together will help you develop real business relationships with guys much better than nearly anything-you're not just that guy they met at some random industry event, you're the guy who they worked with for months on the XXX Corp acquisition.
And two years shouldn't brand you as a mezz only guy (stress "shouldn't"). Personally I like mezz guys who worked at funds that invest across the capital structure because they tend to be able to look at deals from multiple POV's, not just the equity guys trying to shove shit down everyone's throat.
You can transition well from a top brand mezz fund (Crescent, Highbridge, Apollo, GSO) into various opportunities such as credit hedge funds, distressed funds, event driven credit, BDCs, credit analyst at a big AuM Shop etc.
Mezz is a tough place to be right now given the product isn't competitive with direct lending firms and BDCs throwing out term sheets with cheap capital.
Given your offer is at a smaller shop your deal flow guys may have trouble getting good deal flow unless they have real strong relationships or price deals to win.
Mezzanine (Originally Posted: 06/14/2008)
I don't know how many people here have much experience with mezzanine capital, but hopefully some of you can help.
I have an interview coming up in the next month with a mezzanine capital firm (think www.gmbmezz.com, www.peninsulafunds.com, www.churchillmezzanine.com, http://www3.prudential.com/pcg/main/mezzanine.html, etc...), and was hoping for some insight with respect to what type of technical questions I should prepare for.
In past transactions, the firm has invested between $20-$50mm, and it is a relatively small tight-knit team.
Should I expect more personality and deal-related questions? Or should I also prepare for technical questions?
I don't know that this is necessarily the best forum for this question, so, moderators, feel free to move it if there is a better forum.
Thanks for your help.
DCF, WACC, FCF, IRR, LBO (assuming the mezz fund does co-investments in LBOs or other acquisition financings), Transaction & Trading comps
Beta, Cost of Debt, Cost of Equity, How to value bonds trading at Par, discounts & premiums
Know the following types of financings: mezz debt, PIPEs (brief overview), Private Placements, Rule 144A & Non-Rule 144A transactions, Qualified institutional buyers
It may seem like a lot but keep in mind that when you cover DCF, you cover a lot of this.
IRR and related investment multiples & percentages (ROI, cash on cash) would be very important especially since private equity is all about returns
Also, capital leases, operating leases, goodwill
Walk them through a debt investment idea (strategic standpoint, key concerns, ratios to look at)
Hope this helps..
Also have a general understanding of market terms - senior and subordinated leverage multiples (ranges differ by industry/company/cash flow characteristics), pricing, etc.
Thanks for those suggestions, I'll plan on brushing up my knowledge before the interview.
Additionally, if I were to move to a mezzanine fund, would I be limiting myself to only mezzanine positions in the future? Or is it realistic that the skills I learn in mezzanine investing could be easily transferred to PE?
Mezz Hours (Originally Posted: 08/21/2013)
I'm looking to get a sense of the hours other people are working at mezz funds - to compare with mine. I've seen soft answers like "better than banking", but I'm hoping to get some more solid data. I work at a MM fund and generally do M-Th: ~15 hours / day, Friday: 8-10 hours, Weekends: rarely.
Contributions would be much appreciated.
I have some good friends that work in Mezz (non NYC). You're working too much. 12 hours max during the week with few exceptions. Very rarely work weekends.
What shop is this? I agree that your hours are insane. Even in banking it's typical to work 15 hours on average a day.
Two guys I know in mezz (one NYC, one non) work similar hours to you.
I work at a mezz shop. Probably average 55 hours or so, though will get up to banking hours if we're going hard on a deal.
Mezz fund info? (Originally Posted: 04/12/2015)
Hello,
I was just wondering if someone working for/with mezz funds or has knowledge about mezz funds can give me some more info on them.
In terms of larger Mezz funds (ones that raise around $500mm-1bn per fund - not total AUM), what would the compensation be like on average in comparison to PE or banking in general? Any carry (I heard they can get carry commonly)? Do people also leave these firms for PE, distressed debt, other hedge funds, etc. commonly?
Also, if the funds raised were say $250MM-500MM (a bit smaller than the top players), what would the differences be?
I also know there are much larger funds from public banks and asset managers (eg. Goldman Sachs), but I would assume that the compensation is lower considering it is still part of the IB correct?
Thanks!
bump
Can't speak for compensation but the biggest difference in mezz is SBIC vs. non-SBIC funds. I suggest you google some articles that discuss the differences in fund structure and that should shed light on comp. @TNA" can probably be more specific.
Mezzanine Finance (Originally Posted: 01/12/2014)
What background are mezz shops looking for? I would guess IB obviously, but wouldnt they also be interested in people with more of a credit background? Afterall, mezz fin is ultimately about cash flow and getting paid back. Its essentially bank plus another turn or two of EBITDA and various PIK / equity features... someone correct me im wrong?
They hire from commercial banks, non-bank leveraged lenders like GE Capital & CIT, IB, PE, etc. I have seen several that move from Wells, U.S. Bank, Fifth Third, and PNC to mezz shops from the credit side. Most of those guys were supporting sponsors obviously, similar to GE Capital, etc.
What is the salary like as a mezzanine associate at firms like Barclays, PNC, and BlackRock?
Why a mezz fund? (Originally Posted: 07/05/2011)
Hi all,
I have almost no experience with mezzanine debt aside from an understanding of why it is used in debt raises and where it falls in the capital structure. For any of you that have ever interviewed at a mezz fund, what response did you give for wanting to go into mezz financing? I have an upcoming interview at a shop that does both equity and sub debt investments and am trying to craft my response to that question. Thanks in advance!
I would talk up the benefits of being able to invest throughout the capital structure. You'll learn how to look at a deal as a debt investor taking downside risk into consideration, and as an equity investor who gets the upside. A combination of mezzanine debt and equity will give you more downside protection than a pure equity investment, but you still get to have some of the upside that a pure debt investor/lender doesn't get. If you hit a homerun with an equity deal, you get a nice boost. But if one of your portcos fucks up, you won't be totally wiped out (at least not immediately...).
Investment structures in this part of the capital structure tend to be more flexible than a senior lender or pure financial sponsor, and as a result, you have the opportunity to really work with the borrower/seller/sponsor/whoever to come up with a security that works for both parties.
In general, think about the type of investing you'll be doing, how it's different from pure debt or pure equity, and why that appeals to you from a risk/return perspective as well as the learning experience. That's what you should talk about in the interview.
Just my 2cents, hopefully some of the other guys will chime in...
^ That's exactly what I talked about in an interview I just had (also a sub debt + equity fund). It was well received, and I'll be doing a 2nd round.
OP, I sent you a PM earlier today, most of it is what threatlevel said.
is this for pre-MBA associate level? I would try to tie it in with past experiences with debt products. If it is for a post-MBA route, just know that u'll likely also be against kids from FSG and LF groups
Mezz Debt (Originally Posted: 01/16/2009)
Hey everyone,
Not sure if this has been asked but the search function was not working for me. Is switching to a mezz debt fund within a bank a good idea? The deal flow in coverage team isn't that great right now (obviously), so the deal flow in the mezz debt is probably alot better. However, I'm worried you can't develop as strong technical skills on the mezzanine side because you don't build as robust models, and are usually underwriting/purchasing debt of smaller, often private companies.
Does anyone have any experience with what you do day-to-day on the mezz side and what kind of exit opportunities are available?
Any input would be greatly appreciated.
But I have to say that I would take the Mezz debt job. I am a very high risk high reward person and mezz debt has always interested my greatly. But thats just me
Mezz can be more interesting than equity because mezz funds invest in junior debt, preferred, and sometimes a small portion of equity and warrants as well. You exposure to most layers in the capital structure and learn to value them. Agree that the models are not as in depth though.
OOOOO technical skills aka link sheet 4 with sheet 7.... really necessary for MD level stuff... Worknig for a mezz fund u learn how deals are done... work with the P.E. firm, work with the bank, manage everything that sits above because it can destroy you, manage what sits below because it's part of you... hmmm... who would need all that knowledge of how to negotiate deals when you could learn how to link cell E5 to $E$&7 and make an operating model... as if senior debt analysis is soooo much more comprehensive... i mean look at the crap they underwrotee..
i mean also, analyze hundreds of other people's models to learn the wiring or build 3 a year yourself... that are "comprehensive and technical"...
if it wasnt for mezz debt these days, buyouts wouldnt even get done... so your equity value is crap, WE RUN THE LBO MARKETS!!! MEZZ FUNDS!!!!
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