Alan B. Roth Wildman, Harrold, Allen & Dixon 225 West Wacker Drive Suite 2600 Chicago, IL

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1 THE SBIC WORLD TODAY Alan B. Roth Wildman, Harrold, Allen & Dixon 225 West Wacker Drive Suite 2600 Chicago, IL

2 Table of Contents I. The SBIC World Today.. 3 II. What is an SBIC?... 5 III. SBA Funding.. 6 IV. SBIC Fund Structure.. 8 V. Licensing Criteria 11 VI. Selected Regulatory/Operating Issues. 12 Page 2

3 I. THE SBIC WORLD TODAY A. SBIC Program- i. Mezzanine Program Hybrid Private Equity Program B. SBA 2009 i. No equity program i iv. Mezzanine with Warrants Tight credit market Bricks and mortar investing v. Buy-outs/control investments vi. v vi Revenue and cash flow Secondary transactions Liquidations ix. Fiscal Year SBICs Licensed a. 5 Using Debentures b. 1 Un-Leveraged (i) Why? CRA credit; Become part of program x. Fiscal Year 2009 to date 1. 9 SBICs Licensed a. 7 Using Debentures b. 2 Un-Leveraged Page 3

4 C. HISTORICAL PERSPECTIVE i. Revised SBIC Program - Regulations effective April 25, First Participating Securities issued February Massive regulatory overhaul 3. Participating securities fund licensing ended 9/30/04 4. Program effectively ends 9/30/04 5. Participating securities apply for Debenture Leverage As of May 13, Participating Securities Funds Private Capital ($3.508 Billion) ($26.18 Million per SBIC) Debenture Funds Private Capital ($3.388 Billion) ($26.06 Million per SBIC) Bank owned non-leveraged SBICs Private Capital ($1.740 Billion) ($35.51 Million per SBIC) 4. Participating Securities - $4.226 Billion outstanding and committed leverage; $4.102 Billion leverage outstanding 5. Debenture - $3.929 Billion outstanding and committed leverage; $2.732 Billion leverage outstanding 6. Active SBICs - $ Billion (private capital plus outstanding and committed capital) i Early 2000 the world changes 1. Stock market plunges 2. Capital spending in tech industry dries up 3. Recession iv. Impact on the SBIC world 1. Investor defaults 2. Lack of liquidity events Page 4

5 3. Prioritized payment/management fee black hole 4. Capital impairment 5. Projected losses in excess of $2 Billion 6. Participating securities program ceases to license new funds on 9/30/04 v. SBA view of the world 1. Increased licensing standards 2. Only debenture funds licensed 3. Risk Assessment Profiles 4. Mezzanine / private equity funds 5. Legislative changes II. WHAT IS AN SBIC? A. A venture capital/buyout/mezzanine fund licensed by the government B. Typically a Delaware Limited Partnership C. Decisions made by the investment team D. Benefits of an SBIC i. Availability of leverage based on amount of private capital Enhanced returns to investors Page 5

6 Limited Partnership Net IRRs(1) ($ in MM's) Gross IRR of Investments Private Capital SBA Leverage(2): Total: Unleveraged Fund $ $ Leveraged Fund $ $ % 1.1% -8.4% 15.0% 9.4% 11.1% 25.0% 18.1% 27.0% 35.0% 35.2% 41.4% (1) Net IRRs are calculated under the following assumptions: (i) $650,000 of organizational expenses, (ii) a 2% annual management fee, (iii) annual fund expenses of $250,000, (iv) the payment of a 20% carried interest in profits (subject to an 8% limited partner preferred return) to the generals partners, (v) a 7.0% interest rate on SBIC financing and (vi) a 1.0% commitment fee, a 2.5% aggregate up front fee and a 1% annual fee on outstanding SBA financing. Partnership Returns would be reduced should actual expenses or the cost of or interest rate on the SBIC financing exceed these assumptions. (2) Assumes that the current maximum leverage is obtained. III. SBA FUNDING A. Called SBA leverage i. Fiscal Year $3.0 Billion Debenture Leverage Current availability - $150 Million per fund B. SBA raises money by pooling Trust Certificates and selling them with SBA s guaranty to purchasers of 10 year, fixed rate government guaranteed securities. Interest payable semiannually by SBA. Small pool of purchasers. Costs to SBA most recently were 168 basis points over interest rate on Treasury Bonds with 10 year maturities ( Treasury Bond Rate ). SBA imposes an annual fee (40.6 bps for Debentures) and makes the money available to SBICs. C. Debentures i. 10 year, unsecured, non-recourse loans Page 6

7 i iv. Interest only payable semi-annually; 168 basis points over Treasury Bond Rate (4.628%) No prepayment penalties Distributions 1. Cumulative profits may distributed at any time 2. Capital may not be reduced by more than 2% per year without SBA approval recycle capital v. Recycle capital a. Year 5 SBA plan required - Wind-up Plan approved by SBA which assures repayment of SBA leverage vi. Unrelated Business Income Issues 1. Issuance of debentures is not UBTI D. Leverage commitments/mechanics i. Can reserve a commitment for up to 2X regulatory capital 1. Upon licensing 2. 2 times per year a. move away from fixed date 3. 1% Commitment Fee payable in 30 days Maximum Leverage Available 1. $150 Million per fund 2. $225 Million per family of funds i Draw down Leverage by submitting draw requests on as little as 1 day s notice takes 10 days iv. Pay 2% User Fee and 37.5 basis points in underwriters fees and 0.5 basis point administrative fee v. Funds are made available on an interim basis by Federal Home Loan Bank of Chicago Page 7

8 vi. Every 6 months interim funding are pooled and rates permanently re-set v.406 % annual fee (down from 1%) IV. SBIC FUND STRUCTURE A. SBICs using Debentures can be a Limited Partnership, LLC or Corporation i. Fund must have a minimum of $5 million in private capital Not many funds licensed with less than $10 to $15 Million in committed private capital B. Usual Structure-"Plain Vanilla" i. Limited Partnership General Partner 1. Usually an LLC-sometimes a corporation 2. Investment decisions made by GP 3. 20% Carried Interest a. Deal by deal v. cumulative (i) (ii) European American b. Preferred return c. Catch up provision d. Vesting e. Clawback 4. Single purpose entity can only act as GP of one or more SBICs 5. Subject to SBA examination along with SBIC 6. Principals also contribute a minimum of 1% of private capital a. Is market 2% or 5%? i Investment Advisor/Manager ( Management Company ) Page 8

9 1. Not usually examined by SBA 2. May conduct other activities 3. Pays day to day operating expenses 4. Receives Management Fee a. First 5 years-fees are graduated depending on size of Fund generally 2% of 3x "unreduced regulatory capital". b. After 5 years-2.0% of Cost Basis of Investments c. Plus $125,000 if base amount less than $20M d. Payable quarterly in advance e. Tech Note 7A C. Parent-Subsidiary Fund Structure Drop-Down i. Parent Fund invests portion of capital in SBIC as Class A Limited Partner i iv. Investors become Class B Limited Partners to guaranty payment of Parent Fund commitment Distributions (after SBA distributions) are distributed to Parent Fund General Partner of SBIC is a separate entity, which makes decisions for the SBIC but has limited economic interest v. Reason for formation 1. If existing fund made investments prior to filing formal License Application 2. Investments which do not conform with SBA regulations (foreign, overline, size requirements, prohibited transactions, otherwise ineligible) 3. Raise capital in excess of approximately $65 million vi. Can you convert an existing fund to an SBIC 1. Mechanics - Amend Partnership Agreement a. Issues Page 9

10 (i) (ii) (iii) (iv) Term Management Compensation Organizational Expenses Class B structure 2. Supplement Subscription Agreement (Are the investors "Institutional Investors") 3. Disclosures/Meetings v Issues at the SBA? D. What Kind of Investor Can An SBIC Have i. Institutional Investors 1. Entities -- $10M net worth or other regulatory qualifications 2. Individuals a. $10M net worth (exclusive of equity in residence), or b. $2M net worth and investment not exceed 10% of net worth i Domestic or foreign Identification of all investors 1. Investors owning 10% must be approved by SBA and identify their 10% owners iv. Fingerprint requirements and Personal History Questionnaire--33% owners v. Transferor s Liability Contract-Control Persons (Principals; 50% owners; and 10% owners that participate in investment decisions)-personal liability if they participate in a change of control without SBA s consent vi. Banks CRA credit Page 10

11 V. LICENSING CRITERIA A. Structural issues 1. Minimum capital a. $5M - SBICs using Debentures 2. Management/Ownership diversity - leveraged SBICs a. No investor may own over 70% (except qualified investment funds-permit drop-down funds ) b. Three investors who are unaffiliated to management must own at least 30% c. Continuing obligation of the SBIC d. Exception for Traditional Investment Company (b)(2) Review business plan and qualification of management team B. General Criteria i. 2 or more Principals with generally equal responsibility and ability 1 Principal with 5 years of decision-making private equity experience deals exits 3. IRR north of 20% i Focused Business Plan 1. Industry 2. Stage iv. Management Assessment Questionnaire ( MAQ ) C. Two-step Licensing Process i. MAQ day process Page 11

12 2. Gatekeeper and Licensing Committee review 3. Interview at SBA 4. Licensing Committee approval-- Go Forth letter File formal application 1. Minimum capital commitments satisfying diversity requirement months to license - Leverage days after licensing D. Second Funds i. Omit MAQ initially Work with operations analyst to obtain Licensing Committee approval to file as a second fund 1. Similarity of management team and business strategy 2. Performance of first SBIC fund a. Review of examination reports b. Prior status c. Portfolio review (i) (ii) Liquidity Valuations i Completion of MAQ during licensing VI. SELECTED REGULATORY/OPERATING ISSUES A. Control Final regulations issued October, 2002 i. 7-year holding period Funds can go to a third party B. Investment Size Criteria Page 12

13 i. $18 Million Tangible Net Worth and Average Net Income after Federal Income Taxes for the preceding two years no greater than $6 Million Alternative NAIC Code 1. Revenues 2. Employees i 25% of Financings in Smaller Enterprises C. Types of Business 1. $6 Million tangible net worth and average net income after Federal Income Taxes for the preceding two years no greater than $2 Million i. Ineligible Businesses: relender, passive businesses, real estate, project finance D. Conflicts of Interest i. Very sensitive issue E. Event of Default -- Debenture Users (SBIC Regulation ) i. Default arises from typical loan defaults (insolvency, bankruptcy, failure to pay, significant unsecured regulatory violations, failure to notify SBA of events of default) Remedies 1. Accelerate Debentures 2. Seek appointment of receiver 3. Transfer to Liquidation Unit of SBA F. Defaulting Limited Partners i. Not as many as expected SBA issues 1. Regulatory Capital decrease affects minimum capital requirements; leverage ratio; overline limit; management fee reduction; capital impairment ratio Page 13

14 2. No release of LP from liability for capital commitments without SBA consent 3. Must notify SBA if: a. LP defaults b. You learn LP is no longer an Institutional Investor i Partnership Agreement remedies 1. Sue and recover interest 2. Sell LP s interest to other LPs or third parties who are Institutional Investors for no payment other than assumption of unpaid capital contribution 3. Forfeit LP s interest but not release their liability 4. Better remedy help LP find a buyer iv. Partnership may need to raise additional capital from existing LPs 1. Avoid Restricted Operations 2. Delay paying in unfunded capital commitments G. Overline Limits i. Limit of 10% for each tier of approved capital 1. Regulations being drafted to implement legislation SBA Approval Factors Tech Note #9 1. Number of overline requests 2. Watch List status 3. Purpose well documented a. Bridge to exit of a portfolio company meeting plan b. Short term bridge c. Bridge to nowhere desperation d. Just think it would be good investment Page 14

15 i SBA Release May 4, 2009 H. Secondary Transactions i. Sell SBA's position i iv. Is the Fund supervised by Office of Liquidation? Provide follow on investment capital Large secondary pool v. Stapled transactions vi. v Valuations must support the sale Difficult environment I. Maintain Credible Relationship with SBA i. Integrity 1. Live within the regulations 2. Candor and completeness 3. Realistic valuations Professionalism 1. Understand SBIC rules and regulations 2. Take Regulatory Examinations seriously i Communication 1. Timely compliance with requirements 2. Bring the bad news yourself do not let SBA discover it 3. Annual Review Meeting with Area Chief and Analyst a. Realistic valuations of Portfolio b. Review past and coming year 4. Informal interaction at NASBIC meetings Page 15

16 J. Join NASBIC K. Contribute to NASBIC PAC Page 16

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