Mergers & Acquisitions: The 26 process steps for a corporate treasurer

| 29-5-2017 | Theo Paardekooper |

The main task of a treasurer is linked to cash management and short term funding and investments. This is the common practice in the Dutch corporate market, but this is by far not the right view on treasurer’s tasks and responsibilities. In the UK and USA the treasury function is more based on a position close to the CFO, being responsible for the corporate financial strategy and being an advisor for the financial framework of a company. A treasurer is more than a operational position in the company.
One of the topics on the agenda of the treasurer is the merger and or acquisition strategy of the company. This blog gives you a short guidance in the 26 steps in selling (or buying) a company.

26 process steps

The treasurer will join a team of experts to execute this process.

Step 1. Market research. This research will give a clear view on the market to collect sufficient information for the management to make decisions during this process. Mostly a request for information is launched to candidate advisors that will be used in this sales process. These advisors will give a snap shot on the transactions containing information that is used in the Steps 2, 3, 4 and 5.

Step 2. Track record. Investigate the track record of the advisors involved in this process.

Step 3. Valuation of the company compared to its peers. Valuation can be based on Discounted Cash flow, EBITDA-multiples or Net asset Value.

Step 4. Prepare a Long List of possible buyers (or targets). This list can contain strategic buyers (competitors or companies in the same value chain) and financial buyers (private equity and hedge funds).

Step 5. Negotiate a fee structure for the mandate holders of the transaction, the investment banker, legal and tax advisor.

Step 6. Contact program prepared for the parties on the Long List on an anonymized basis. The name of the selling company is not (yet) mentioned in any contact with parties on the Long List.

Step 7. After establishing the first contacts in the markets a Short List will be prepared containing up to 15 possible candidates

Step 8. Preparing a teaser and a non-disclosure agreement. (NDA)

Step 9. An investment memorandum will be submitted to potential buyers after accepting an NDA.

Step 10. A process letter will be distributed containing the time frame and schedule for the next steps in the buying (or sales) process.

Step 11. Non-binding offer launched by the buyer including a data room request. This non binding offer contains at least: – a price and/or pricing mechanism, – information about the buyer and its representatives, – specification of the deal (buying in cash, shares, earn-out, vendor loan etc.)  and other requests for information that are required to launch a binding offer

Step 12. The bidder will arrange a bank financing agreement or term sheet.

Step 13. Assessment of the bids by the seller. To a maximum of 5 possible candidates will be assessed.

Step 14. Send an invitation to organize a due diligence. This due diligence will be related to the domains of legal, fiscal, financial, Human Resources, intellectual property, environmental and commercial items. A data room will be available for the potential buyers. Management of the selling company and management of the buying company will give management presentations. Also site visits can be part of this process. The due diligence reports will show the risk, the impact of these risks and the possible actions to mitigate this type of risk.

Step 15. Golden parachutes. Offer to key managers in the target company who probably will not “survive” after the transaction but who will be important in de selection process.

Step 16a. Launch of a binding offer including reservation to final approval by the banks and  shareholders of the buyer.

Step 16 b. Presenting term sheet of banks showing the financing capabilities of the buyer to close the deal.

Step 17. Start the approval/advise process to inform formal regulators and the employee’s council of buyer and seller.

Step 18. The seller will send a term sheet/heads of terms to the final preferred bidder (or 2 bidders)

Step 19. The seller gives exclusivity rights to one or two preferred bidders for a period of 3-4 weeks to negotiate a Sale Purchase Agreement (SPA) or an Asset Purchase Agreement (APA).

Step 20. Negotiation of SPA or APA containing:
Price and pricing mechanism about corrections on working capital, debt and cash position and conditions precedent.
Representations (Reps). A declaration of the seller about all the information submitted to the buyer. This information can’t give any reason for discussion or claim after closing.
Warranties, valid for a defined period containing a defined amount to cover certain risks

Step 21. Signing

Step 22. Closing. Transfer of shares from seller to buyer

Step 23. Settlement of share price payment after pre defined calculation of the price as defined in the pricing mechanism.

Step 24. Placing of funds on an escrow account, established to cover the warranties given buy the seller.

Step 25. Closing of accounts that were used for settlement. In the Netherlands a notary public is used in the settlement procedure, but this is not the process in other countries.

Step 26. 18 months after closing. Release of the escrow funds to the seller.

These 26 steps are a framework, but some steps can be merged in one process step. The position of the treasurer in this process is linked to his experience and his position in the management of the company.

 

Theo Paardekoper 

Independent treasury specialist

 

The changing training requirements of banks

| 26-5-2017 | Michiel van den Broek | treasuryXL |

 

Some time ago Treasurer Search published an article of our expert Michiel van den Broek. We believe that the topic of changing training requirements is still relevant – for banks and maybe even in a broader context.
Michiel van den Broek writes: Needless to say that the changing processes and services at banks are driven by the rapid information technology developments. This shift also impacted number and composition of bank staff.

Training

During years of training bank staff, I experience a growing demand for financial basic knowledge, for example:

  • What are core activities of banks and how do these generate different types of income.
  • What are the characteristics of various financial products such as equities, forwards and interest rate swaps.
  • How do I calculate the settlement amount of a financial transaction.
  • What determines the value of a bond.
  • What risks do banks run and how to manage risk.
  • How is the processing of financial transactions structured.

Sufficient financial basic knowledge contributes to better communication and understanding that enhances development & implementation of IT projects. Another important advantage is the lower operational risk: fewer errors, faster identification and problem solving due to better awareness and understanding.

Training online

At the same time I experience lower popularity of traditional training, such as self-study or classroom programs. There is more demand for interactive and easily accessible training via live online classrooms that that can offer next possible advantages:

  • More flexible scheduling.
  • Missed lessons can be viewed (all classes are recorded).
  • Easy access: no need for a training location.
  • Highly interactive.
  • Lower costs.
  • Higher frequency, more participants.

The improved software and increased internet speed reinforce the trend towards live online classrooms.

The changing training requirements at banks is therefore both content and form. There is more demand for financial basic knowledge through online facilities.

 

 

Michiel van den Broek

Owner of Hecht Consult

Risk Management – what does it mean

| 24-5-2017 | Patrick Kunz |

You might visit this site, being a treasury professional with years of experience in the field. However you could also be a student or a businessman wanting to know more details on the subject, or a reader in general, eager to learn something new. The ‘Treasury for non-treasurers’ series is for readers who want to understand what treasury is all about.
Our expert Patrick Kunz tells us more about an important task of a treasurer: Risk Management

Background

One of the main task of a treasury is risk management, more specifically financial risk management. This is still broad as financial risk can result from many origins. Treasury is often involved in the risk management of Foreign currency (FX), interest rates, commodity prices and sometimes also balance sheet/profit loss. Furthermore insurances are often also the task of the treasurer.

Exposure

To be able to know how to reduce a certain risk the treasurer first needs to know about the risk. Often risk positions are taken outside of the treasury department. The treasurer needs to be informed about these risk positions. FX and commodity price exposure is often created in sales or procurement while the interest rate risk is created in the treasury department itself (although this is not always the case). In an ideal world the treasurer would like to know an exposure right after it is created. Often IT solutions or ERP connections with treasury help with that.

Policy

Once the exposure is know the treasurer needs to decide whether it is a risk position or not and whether he wants to mitigate this risk by hedging it. Let me explain this with an FX example: A EUR company who buys goods in USD is at risk for movements in the EUR/USD rate. However, if the company is able to sell these goods at the same time they are bought (a sales organization), for  USD then the net exposure could be lower. Risk Exposure is therefore lower as only the profit needs to be hedged.

Risk appetite of the company determines if the treasurer needs to take action on certain risk exposure. Some companies hedge all their FX exposure. The reason for this is often because FX risk is not their core business and therefore not a business risk. Non-core risk needs to be eliminated. Commodity risk is sometimes not hedged as this is the company’s core business or a natural hedge as the companies is also producer/miner and seller of the commodity. Other companies have more risk appetite and hedge only amounts above a certain threshold. Due to internal information restrictions, delays or accounting issues and the fact that some currencies are not hedgable most multinationals always have some FX exposure. In the profit and loss statements you often see profit or losses from FX effect, either realized or non-realized (paper losses).

Hedging

Once you know the risk position the treasurer needs to determine how to reduce the risk of that position. He does that by hedging a position. A hedge is basically taking an opposite position from the risk. Preferably the correlation of these positions is -1 which means that both positions exactly move in opposite directions, thereby reducing the risk (ideally to 0). For FX the treasurer can sell the foreign currency against the home currency on the date the foreign currency is expected, either in spot (immediate settlement) or forward (in the future), removing the FX exposure into a know home currency exposure.

Certain vs uncertain flows

Important about hedging is the way you hedge. A hedge can commit you to something in the future or a hedge can be an optional settlement. This should be matched with the exposure. If the exposure is fully certain then you should use a hedge which is fully certain. If an exposure is only likely to happen (due to uncertainty) then you should use a hedge that is also optional.

Example1: a company has a 1 year contract with a steel company to buy 1000MT of steel every month at the current steel price every month. The goods need to be bought under the contract and cannot be cancelled. This company is at risk for the steel price every month because the steel price changes every day. The treasurer can hedge this with 12 future contracts (1 for every month) locking in the price of the steel for 1000MT. The future contract also needs to be settled every month matching the risk position. 0 risk is the result.

Example2: company X is a EUR company and looking to take over company Y, a USD company. The company needs to be bought for USD 100 mio. Company X has the countervalue of this amount in cash in EUR. The companies are still negotiating on the deal. Currently the EUR/USD is at 1,10. The deal is expected to settle in 6 months. Company X is at risk for a change in the EUR/USD rate. If the deal goes through and the rate in 6 months changes negatively then X needs more EUR to buy USD 100 mio. making the deal more expensive/less attractive. There is a need to hedge this. If this would be hedged with a 6M EURUSD forward deal the FX risk would be eliminated but there is still the risk that the deal is cancelled. Then X has the obligation out of the hedge to buy USD 100 mio. which they have no use for. This is not a good hedge. A better hedge would be to buy an option to buy USD 100 mln against EUR in 6 months. This instrument also locks in the EURUSD exchange but with this instrument the company has the option to NOT use the hedge (if the deal is cancelled) matching it ideally with the underlying deal.

Conclusion

For a treasurer to do effective risk management he needs information from the business to determine the risk exposure. Furthermore he needs to assess the certainty of this exposure; how likely is the exposure to happen. With this information, together with the pre-determined risk appetite (whether or not written down in a policy confirmed by senior management), the treasurer can decide if and how to hedge the position. The certainty of the exposure determines the hedging product that is used.

Hedging products can be complex. Banks can structure all kinds of complex derivatives as hedging products. It is the task of the treasurer to determine the effectiveness of a hedge; a treasurer if often expert in these product and their workings. Hedging could have impact on accounting and sometimes profit/loss consequences but that is beyond the scope of this article.

 

 

Patrick Kunz

Treasury, Finance & Risk Consultant/ Owner Pecunia Treasury & Finance BV

 

“Systems om je bank buitenspel te zetten” – Verslag van mijn Financial Systems presentatie

| 23-5-2017 | Pieter de Kiewit |

Dit is een verslag en korte samenvatting van mijn presentatie die ik mocht houden op het Financial Systems evenement. Afgezien van een gĂȘnante vertraging door mijn gebrekkige Powerpoint skills was het een prettige sessie afgerond met een pittige discussie tussen experts in de zaal. Eerst een korte samenvatting:

Als Feyenoord fan ben ik dit jaar gelukkig en weet veel van voetbal, ook al speel ik het niet. Daarin ligt een parallel in mijn werk als treasury recruiter. Maandelijks krijg ik van circa 100 experts persoonlijk college en zie een veelvoud aan cv’s. Ik denk dat ik hierdoor inzicht heb in systemen die worden gebruikt om treasury processen te managen en ik zie de afgelopen decennia interessante ontwikkelingen die de laatste jaren in een versnelling zijn geraakt.

Zonder namen te noemen van leveranciers, ik doe geen software sales, heb ik een lijst gemaakt van diensten en producten die de gereedschapskist van de treasurer kunnen vergroten en afhankelijkheid van zijn bank verkleinen. Toen ik deze lijst opstelde, viel me op dat er tussen de vakgebieden cash & werkkapitaal management enerzijds en funding anderzijds interessante ontwikkelingen zijn zoals bankonafhankelijke betaalplatforms, crowdfunding en het bankkosten inzichtelijk maken. In het managen van risk zie je bijvoorbeeld trade finance in blockchain en partijen die FX transacties tegen ongebruikelijk lage marges bieden.

Banken daadwerkelijk buitenspel wordt lastig en is volgens mij ook niet het streven. Banken bashen vind ik een zeer onsympathieke hobby. Daarbij is de Fintech wereld ook nog niet volwassen met alle bijbehorende consequenties. Voor de drukbezette treasurer, voor de DGA en CFO die maar incidenteel te maken hebben met het vakgebied kunnen deze ontwikkelingen nogal onoverzichtelijk zijn. Helaas is er geen oplossing die snel inzicht verschaft. Wel denk ik dat er mooie kansen liggen voor degene die vooraan wil meelopen in ontwikkelingen.

De discussie die zich ontspon tussen financiële lijnmanagers en treasury experts ging, onder andere, over de vraag of bankkosten daadwerkelijk inzichtelijk zijn en wat de toekomstige rol van de banken zal zijn. De Powerpoint presentatie is onder dit artikel opgenomen. Ik verheug me op verdere events waar discussie rond dit thema kan worden verder gevoerd.

Pieter de Kiewit

 

 

Pieter de Kiewit
Owner Treasurer Search

 

 

Klik hier als je de presentatie van de sessie wilt bekijken.

 

 

 

 

How to improve your working capital with Trade Finance instruments

| 22-5-2017 | Olivier Werlingshoff |

Trade finance instruments are developed especially for companies that deal with  export and/or import of goods to reduce risk but also to improve the working capital. Before going into the working capital part first let us refresh the theory.

If you are an importer of goods you would like to be sure the goods you will receive are the same as the goods you ordered. How can you be sure that the exporter sent you the right quality of goods and the right quantity, or that he sent them at all? One of the possibilities you have to reduce that risk is to pay after receiving the goods. If the quality and the quantity do not match with what you ordered, you simply do not accept the goods and do not pay the invoice.

At the same time the exporter of goods is worried that after sending you the goods, the invoice will remain  unpaid after the agreed payment period. What if the client does not accept the goods in the harbor? He would then have to arrange for new transport to return the goods or try to find new clients in a short period of time.

There is a lot of risk for both parties especially when they do not know each other very well or if they are located on different continents.

Letter of Credit

In this case a Letter of Credit could be a solution. With a Letter of Credit you make agreements with the exporter about the quality and the quantity of the goods that you buy, and how, when and where the goods will be shipped to.  Only if all terms and conditions of the Letter of Credit have been met the bank will pay the invoice. A lot of paper work will be part of the agreement for instance a Bills of Lading, a commercial invoice, a certificate of origin and an inspection certificate. As an additional security, the exporter can have the Letter of Credit confirmed by his bank.
In a nutshell this is the basic of how Letters of Credit (L/C) works.

Working Capital

Now you can ask the question how could this improve your working capital?

Firstly you will have more security that the payment will be made, therefore the risk of nonpayment will be reduced.

With trade finance you could also set up a line of credit based on your security and overall financial situation.

For the importer, he can finance the gap between paying the exporter and selling the goods to a buyer or use it for manufacturing purposes.

For the exporter, he can fund the gap between selling the goods and receiving payments from the buyer.

If there is not enough equity or there are no sufficient credit lines available, there is another option. Transaction Finance, hence the goods you will sell. [Export L/C] are used to fund [collateral] the buying of these same goods [Import L/C] This is called a Back to back L/C.

There could be a fly in the ointment, however! What happens when there is a mistake made in the paperwork? If this is a small mistake both parties would agree the transaction will go forward. But if during shipment the prices of the goods drop the importer will maybe not be very collaborative and will grab this opportunity to refuse the goods and not to pay the invoice!

Since the credit crisis the use of L/C’s went through the roof. If you need consultancy advise on this topic, drop us a line!

Olivier Werlingshoff - editor treasuryXL

 

Olivier Werlingshoff 

Group Treasury Director

 

 

 

More articles from this author:

How can payments improve your working capital?

Managing cash across borders

How to improve cash awareness without targets

Blockchain and Supply Chain Finance: the missing link!

| 19-5-2017 | Carlo de Meijer | treasuryXL |

Our expert Carlo de Meijer is our blockchain specialist and publishes his articles on a regular basis. We present his latest article about blockchain and supply chain finance in a shorter version.
Carlo writes: Whereas the focus on the use of blockchain long time has been on payments and securities, an important but still undervalued use case has been supply chain finance. But that is changing. The complexity and scale of existing supply chain finance solutions has posed major challenges in ensuring adequate funding and efficient operations. According to some blockchain technology has the potential to be a game-changer for supply-chain finance. Let’s have a look.

Present state

Supply chain finance (SCF) is a generic term for a wide variety of financing instruments, used to finance various parties in a supply chain. SCF refers to the use of short-term credit to balance working capital between a buyer and a seller, thus minimising aggregate supply chain cost. Businesses can use supply chain financing to build stronger relationships with suppliers, decrease currency risk and ultimately improve liquidity.

Financial institutions offer supply chain financing solutions aimed at improving the purchaser’s working capital, and the supplier’s liquidity, by providing an efficient payables platform to streamline the payment process. Compared to the “old-fashioned” Letter of Credit, SCF now also encompasses new trade finance instruments including factoring, reverse factoring, payables financing, and dynamic discounting. Reverse factoring is the most popular and most widely used supply chain finance instrument. In reverse factoring, receivables are sold to a bank at a discount as soon as they are approved by the buyer. The bank then commits to pay the company’s invoices to the suppliers.

It is important to understand that supply chains are complex by nature; various parties are involved from raw goods supplier, producer and distributor all the way up to the consumer. This has posed major challenges in ensuring adequate funding and efficient operations.

Blockchain and supply chain finance

The question is: what can blockchain mean for supply chain finance and how could it be applied?

A blockchain-based supply chain finance solution more specific via so-called smart contracts will essentially enable all parties in a supply chain finance solution to act on a single shared ledger. A supplier and manufacturer, along with every other participant, will solely update their parts of the transaction, enabling efficiency and an “unprecedented” level of trust and transparency on a ledger record that is immutable.

“If you talk to supply chain experts, their three primary areas of pain are visibility, process optimization, and demand management. Blockchain provides a system of trusted records that addresses all three.” Brigid McDermott, vice president, Blockchain Business Development & Ecosystem, at IBM

Blockchain technology can offer great potential for both corporates and banks in terms of increased control, speed and reliability of their supply chain and at a fraction of the cost of their current infrastructure. Payments made via this digital system can be monitored by both parties, meaning that suppliers are no longer at a disadvantaged positon in the buying process while they wait for processing. Blockchain will speed up the process, giving the two companies more control, and in the long-term would ultimately create more robust supply chains.

Because the bank can see both the original contract as well as the order placed with “Company B by Company A”, it can verify both authenticity and provenance. Further, if the contract tracks manufacturing or transportation events, the bank can also know the state of fulfilment at any given time. What should be quite clear is that the visibility and auditability that are main characteristics of blockchain technology allow financial collaboration across supply chain echelons, not just bilaterally.

The time required from initiation to payment can therefore be dramatically reduced. In addition to the reduced transaction time, other benefits for importers and exporters include reduced bank fees (due to less manual activity on the part of the banks), reduced time for loan approval, and reduced risk of fraud. This way of financing a supply chain is radically cheaper and more efficient than the current way of doing business.

Blockchain: the missing link

Using blockchain may provide a simple system of secure record keeping that allows the bank redeeming CFS “to ensure that the CFS presented by the holders has been used to finance appropriate supply chain smart contracts”. At the same time suppliers using the blockchain system may retain the privacy that is need in their financial transactions with their sub-suppliers.

There are still challenges to be dealt with, too, such as the need to implement paperless trade, issues of data privacy, and how to get all members of a supply chain to participate. If global supply chains are to gain the full benefit of this technology for managing payments and related data, all parties that play a role in global trade must be involved!

By providing this missing piece of the information and supply chain management puzzle, blockchain may become the missing link!

Blockchain SCF projects

Since early this year the number of blockchain projects to improve supply chain finance is growing firmly. Especially IBM is very active in this area and partnered with companies in China and India to work on new blockchain-based solutions. IBM also teamed with Danish logistic and transport company Maersk Line, to create a new solution to digitize the global, cross-border supply chain using blockchain technology. Start-ups are at the same time popping up to help bridge the gap to this new technology, such as blockchain-based financial operating network Fluent, which aims to streamline supply chain finance.
“Blockchains built into supply chains can offer trust and accountability, as well as compliance with government regulations and internal rules and processes, resulting in reductions in costs and time delays, improved quality, and reduced risks,”Arvind Krishna, IBM Research Senior Vice President and Director Yijian Blockchain Technology Application System

 

Carlo de Meijer

Economist and researcher

 

 


You can read more about the different SCF projects in the complete article of Carlo de Meijer on LinkedIn.

 

 

Long term or short term debt – your choices

|18-5-2017 | François de Witte |

You might visit this site, being a treasury professional with years of experience in the field. However you could also be a student or a businessman wanting to know more details on the subject, or a reader in general, eager to learn something new. The ‘Treasury for non-treasurers’ series is for readers who want to understand what treasury is all about. Today our expert François de Witte will explain de difference between long term and short term debt.

One of the main tasks of the treasurer is to ensure that the company has the required funds to operate. The treasurer will usually contact the banks for this funding. They can also extend long term loans (LT) or short term loans (ST).

Raising short term debt has several advantages, because it is more flexible, there is a lower cost due to the lower margin (smaller risk profile than long term debt) and usually lower interest, funds can be raised quickly and usually, you can repay your debt without penalty.

However, there are some drawbacks. The required repayment comes quicker than for LT loans, there can be potential difficulties in renewing short term loans, and it will be more difficult to combine ST debt with a fixed rate interest.

For this reason, many corporates take up long term loans. It helps them to improve the financial structure (better liquidity ratio). During the term of the credit facility, there is no renewal risk, and long term loans can be taken up with fixed or floating interest. Many banks will see long term loans as a prerequisite to finance fixed assets and investments.

In that case, the corporate will have to accept a higher price on these loans, a longer set up time and a possible prepayment penalty in case there is a fixed interest rate during the long-term loan.

Financing policy

The classic financing policy aims to match the maturity of the financing with the maturity of the assets. Under this policy, long term assets will be financed by long term loan, and short term assets by short term loans. An area of concern are the working capital needs. Are these to be considered as long term assets as short term assets? Usually the uncompressible part of the working capital need is considered as a long-term asset, whilst the fluctuating part (including the seasonal requirement) is considered as short term asset.

Some companies use a more aggressive financing policy and chosse short term financing to finance all the working capital needs, which can be risky. Others are more conservative and use long term loans to finance also the fluctuating part of the working capital needs.

Bank Financing versus bonds or Commercial Paper financing

Usually midcorporates and smaller corporates will use bank financing, also for the long-term financing, because it is easier to be set up. There is no need to have a complex prospectus or to ask for an external rating and there are less disclosure and reporting requirements. In addition, there is more flexibility in the repayment schedule, and it will be easier to negotiate a floating rate.

However larger corporates, those with an external rating or a large name recognition, will also consider bond or Commercial Paper financing. The bond financing will allow for longer term maturities, and the possibility to lock in the interest rate for longer periods. Bonds and commercial papers enable a diversification of funding sources, and can be traded in the market. In addition, there is no obligation provide side business to the lenders.

Bond financing

The world’s bond market can be divided into two broad groups:

  • The domestic bond market (issued in a country by resident issuers)
  • The international bond market (issued in a country or in the international markets by non-resident issuers). These also include the Eurobonds

Different bonds

The most common bonds are the straight bonds. In this case, the issuer issues securities for a fixed term with an annual or semi-annual interest payment at a fixed rate.

Example: Issuer A issues on 10/6/2017 EUR 100 Million debt at 6 % for 7 years.  In this case, the bondholders are entitled to receive an annual interest rate of 6 % (also called the coupon) on the 10th June of each year from 2018 until 2024, and the full reimbursement of the loan on 10/6/2024.

We also see quite frequently the issuance of Floating Rate Notes. This is a medium term or long term bond with a coupon based upon a floating rate based on a benchmark rate (e.g. Euribor or Libor) plus a “spread” based upon amongst others the credit quality of the issuer.

Zero-coupon bonds that do not foresee for periodic interest payments, but for the full reimbursement of the capital and interest at the final maturity of the bond.

Convertible bonds can be exchanged later or with another instrument, mostly shares.  The coupon is usually lower because of the option granted to the bondholder.

Public bonds are bonds issued by a bank syndicate through a public offering with prospectus. These bonds are focusing both on the retail and on the professional investors. They also must comply with the specific requirements for the prospectus, which sometimes needs to be submitted beforehand to the competent authorities for approval.

A private placement (or non-public offering) is a bond issue through a private offering, mostly to a small number of chosen investors. Private placements have less heavy constraints in term of prospectus.

Since 2000, the global bond markets size has nearly tripled in size. Today it is worth more than $100 trillion

(Source: Bloomberg, June 2016).

François de Witte – Founder & Senior Consultant at FDW Consult & Flex Treasurer

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More articles of this author:

Treasury for non-treasurers: Short term loans from a treasury perspective

Working capital management: Some practical advice on the optimization of the order to cash cycle

Management of bank mandates – EBAM – A lot of challenges

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Better Decisions through real-time Reporting: Business Intelligence about Cash Flows & Cash Positions

|17-5-2017 | Joerg Wiemer | TIS | Sponsored content |

How do strategic professionals decide on the best path to success for their company? The key is in transparency and real-time reporting. If it comes to the responsibility of the treasurer or financial professional this means deciding about company-wide cash flow and liquidity levels, bank, customer and supplier relations and working capital.

When cash flow visibility is the lifeblood of your company, you want full control and knowledge. Direct access to insights on profitability and potential business risks allow users to drive better decisions based on solid business intelligence, accessible anytime and anywhere.

 SCENARIO

Better decisions: Companies now have the power of the Business Discovery Manager – a business intelligence module within the TIS cloud platform. Supplier, salary and treasury payments can be easily analyzed along with cash flows, liquidity and working capital via easy-to-use dashboards and reports. The tool, enhanced through state-of-the-art BI technology, enables users to access all strategic insights in a single, flexible, web-based and multi-bank, multi-ERP capable platform available 24 hours a day from anywhere in the world.

 

Source: TIS Treasury Intelligence Solutions GmbH

Challenges

You can’t manage what you don’t measure

  • A lack of visibility over liquidity, working capital and cash flows at the C-level, in treasury, controlling, accounting, Sales and
    purchasing departments.
  • No transparency regarding bank relationships, liquidity positions and account turnover
  • No transparency regarding customer and supplier relationships, as well as incoming and outgoing cash flow

TIS Business Discovery Manager

Company-wide unified automated analysis of cash flow, liquidity and working capital in various departments of Corporate headquarters and in local subsidiaries

  • Multi-bank capable
  • SAP ERP integration via certified plug-in; connection to any ERP, HR and treasury system
  • State-of-the-art BI technology and functionality in a single SaaS solution
  • Support of customer-specific BI tools; support of self-service BI functionality
  • Business Intelligence as a Service: Ready for use throughout the company within seconds without any complex IT projects
  • No changes to bank or system landscape required; the solution is flexible and easily adaptable
  • ISO 27001 certified for data security

 Customer value

  • Better decisions based on complete visibility of liquidity, working capital and cash flows
  • Ability to quickly answer essential questions without the need for any extensive IT projects

Your benefits

C-Level executives:

  • Instant reports about cash flow performances (total of all inflows and payments) of the various local subsidiaries compared to one another over a specific time period
  • Identification of corporate risks and value-adding activities to drive future growth
  • Tangible insights to support internal and external audits
  • Power and data to provide strategic advice to sales and procurement departments

Treasury and controlling teams:

  • Answers to key questions, such as: How much liquidity is available at which bank? What is the net cash flow for a specific currency over a specific time period for a group of companies (natural hedge)? How much working capital does a local subsidiary require in a specific time period?
  • Increased compliance, transparency, and more efficient processes paired with reduced costs

Accounting teams:

  • Visibility of when a supplier was paid, or when a customer paid a local subsidiary over a certain time period
  • Insight into the value of inflows made by customers via various bank accounts and ERP systems over a specific time period

Sales teams:

  • Insight into the value of inflows made by customers and the overall payment behavior of the customer base

Purchasing teams:

  • Transparency across values of overall payments to a supplier via various bank accounts and ERP systems over a specific time period

Source: TIS Treasury Intelligence Solutions GmbH

Business Discovery Manager: never struggle to answer any of these business-critical questions again

 

joerg wiemer

Joerg Wiemer

CSO and Co-Founder of TIS

 

Financial Systems 2017 – Event with a Treasury Twist

| 12-5-2017 | Pieter de Kiewit | treasuryXL | Sponsored content |

In 2016 Treasurer Search, as a sponsor partner, was a guest at our booth during the annual event “Financial Systems” in Nieuwegein and they will be present again this year. The event will open its doors on May 18th, and you can read more about this event on https://financial-systems.nl/. We asked our expert Pieter de Kiewit, owner of Treasurer Search to look back on last year’s event and tell us what to expect this year.

Looking back on last year

Last year, we as Treasurer Search (together with treasuryXL) were able to give part of the event a treasury twist by organizing a workshop that was well appreciated. Four interim managers presented their top tips about treasury software selection and implementation (see https://www.treasuryxl.com/news-articles/treasury-technologie-impact-het-kwadraat).

Looking forward to the 18th of May

Everything is prepared and ready to go.This is what we have planned this year.

We will be present again on the stand and information market of treasuryXL. Their stand will be the meeting point for the treasury community. We will again facilitate knowledge exchange and networking. We believe that, between all ERP, bookkeeping, credit management and other systems, there should be room for treasury management systems, cash forecasting software, payment and other software. A treasury pavilion, together with a Fintech component must be worth a visit.

Parallel session together with treasuryXL

As to our parallel session, we were contemplating various topics. Last year’s operational approach was well appreciated, so we will again present the practical aspects of newest technology. This year’s parallel session has the topic “Systems om je bank buitenspel te zetten” (Technology to put your bank at the side-line)
‘Until recently the banker was an indisputed advisor and bank fees were not open for discussion. But times change and technology contributes to this development. It creates possibilities to re-arrange funding, cash and risk management. Costs are safed, risks are limited and information becomes more comprehensible. As specialised recruiter and active member of the treasury community I will share my vision on contemporary, relevant technology with you in an interactive session. What will your next conversation with your bank be about?’

Free registration with code

Admission to the event is free. We do appreciate your visit. When registering via https://financial-systems.nl/aanmelden/, choose the option ‘gratis registreren met code’ and use the following registration code: TXL2017
This will help us analyzing the visitor population and adjust the program to your background.

I look forward to seeing you at Financial Systems, together with treasuryXL,

 

Pieter de Kiewit

 

 

Pieter de Kiewit
Owner Treasurer Search

 

 

Short term loans for financing your company

|11-5-2017 | François de Witte | treasuryXL

You might visit this site, being a treasury professional with years of experience in the field. However you could also be a student or a businessman wanting to know more details on the subject, or a reader in general, eager to learn something new. The ‘Treasury for non-treasurers’ series is for readers who want to understand what treasury is all about.
Our expert François de Witte tells us more about an important task of a treasurer: funding, namely short term loans.

Background

One of the main tasks of the treasurer is to ensure that the company has the required funds to operate. The treasurer will usually contact the banks for this funding. The banks can extend secured or unsecured credit facilities. These can be long term or short term. In the current article, we will cover the unsecured short term loans.

Overdraft lines

The most flexible credit line is the overdraft loan: when providing an overdraft facility, the bank authorizes the company to go below zero on its account up to a certain amount. Overdrafts can be a good way to borrow  money for a short period of time. For example, if you don’t have enough money in your current account to cover your outgoings, and are uncertain about when your accounts receivables will be collected, you can negotiate with your bank an overdraft limit. If in that case, you have say 1 million Euro of expenses you can pay them, even if your account balance goes below zero. Once you will collect the accounts receivables, the overdraft position will be settled.

Usually the banks charge in case of use of the overdraft facility an interest rate based upon the internal rate of the bank plus a margin, and in some cases an overdraft fee charged on the total amount of the facility.

Having an overdraft can act as a useful buffer to cover your peak cash needs. It is the most flexible loan, because, in case you have cash inflows, they can be immediately used to reimburse the facility. However if the cash need is more structural,  overdrafts are not a very effective way of borrowing, because they may come with a higher rate of interest than some other loans such as the short term advances.

Short term advances

When you have a more structural cash need for a certain period of time, it can be useful to consider short term advances or straight loans. In this case, the bank will extend a short term advances (straight loans) facility.

When the client wishes to utilize this facility, he will ask for a drawdowns amount made available for an agreed upon period at an agreed upon rate. On the required date, the bank will make the amount available, e.g. 1 million Euro, on the account. At the maturity of the short term advance, the borrower needs to repay the advance and the interest. The interest is usually calculated on a benchmark, e.g. Euribor or Libor plus a margin.

The client determines the timing of the drawdowns. Advances are usually extended in the framework of a credit line, although in some cases, the client can just ask a punctual advance to cover a specific need.

Short term advances are less flexible then overdrafts. If you have a short term advance of say 1 million Euro for 1 month, and 15 days later you receive a large collection of say over 1 million, you cannot reimburse your short term advance, and will hence during the last 15 days pay interest on your short term advance, without any or almost any remuneration on your current account. For this reason, we recommend to use short term advance for long(er) term cash needs.

Conclusion

Overdraft facilities are the most flexible loans, but are quite expensive. If you have long(er) term cash needs, it might be useful to consider straight loans, as they are usually less expensive.

There exist many other solutions to finance the short term needs of your business, such as the financing of accounts receivables and factoring. This will be covered in a separate section.

 

François de Witte – Founder & Senior Consultant at FDW Consult & Flex Treasurer

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