At Pier, we provide credit facilities to specialty finance companies. Our facilities are collateralized by portfolios of loans, advances, receivables, or other contractual cash flows. We deliberately focus on the sub $25 million space, which is considerably smaller than most asset backed lending (ABL) facilities that typically start at $100 million.
Occasionally, larger funds pursue deals in our range. When they do, they often take a shortcut by structuring the loan as a simple promissory note to the operating company. While this may be quick and inexpensive, it leaves lenders with far fewer protections if the borrower gets into trouble.
We take a different approach. Even on sub $25 million commitments, we apply many of the same belts and suspenders you would see in nine figure facilities. The key to doing this cost effectively lies in our templatized legal docs, which allows us to deliver institutional level protections without excessive cost.
What Belts and Suspenders Mean
1. A Clean, Bankruptcy Remote SPV: We require the borrower to establish a new subsidiary LLC, known as an SPV. The SPV has no operating history and no legacy creditors, and it holds only the assets against which we are lending. This structure helps isolate the collateral and strengthens bankruptcy remoteness.
2. Perfected Security Interest: We file a UCC-1 lien on the SPV, making us the sole senior secured creditor. The SPV also opens a new bank account, which is subject to a Deposit Account Control Agreement (DACA). This gives us the ability to “lock” the account and assume control of funds in a default scenario.
3. Servicing and Governance Protections: A servicing agreement between the parent company and the SPV helps strengthen the bankruptcy remote argument. We also require the appointment of an independent manager at the SPV level.
4. Ongoing Monitoring and Borrowing Base: We implement a borrowing base that requires regular reporting on eligible assets and portfolio performance.
Why It Matters
At first glance, these measures may appear excessive for a $15 or $20 million facility. But risk certainly does not scale down with deal size. By insisting on bankruptcy remoteness, perfected security, cash flow control, and independent oversight, we provide strong protections for our investors. And because we rely on standardized documentation and streamlined processes, we can apply this institutional discipline without adding unnecessary cost or friction.
- Jillian
