Financing and Fund raising
Companies frequently have unique financing requirements. Whether a company needs funds to facilitate, accelerate organic growth or finance an acquisition, at Henry Towers we can assess you the best combination of debt or equity capital to meet your needs. We provide extensive partner equity, family office and lender relationships to help your business fly. In our vocation to help you focus on what really matters we aim to serve you to get your financing. We can source capital or structure credit facilities. Very easily.
We focus on sourcing capital and structuring credit facilities to help achieve our client’s business and financial objectives. We commit to maximize your business and by ascertain the most attractive and flexible financing structures. Helping you to be successful while protecting your investment and ensuring compliance is our mission, let us help you find the funds as easy as one, two, and three.
Information gathering and context understanding
Our team of experts will be working with you and your teams to understand the business context, objective and any other information, so we can assess properly the strategic alternatives, targets and recommendations for you and your business. Getting a comprehensive understanding of your company’s strategy will be very beneficial in order to maximize efficiency towards the objective.
Process execution of Financing and Fund raising
Henry Towers experienced advisors will perform all the required actions to fulfill with the agreed strategy, in order to achieve the expected results. We will prepare the documentation in order to maximize the value of your business and get the best financing conditions possible. We will be in permanent contact to ensure we take benefit of all potential tactics that we can apply towards achieving our objective. We want to ensure we don’t delay any opportunity so you can focus on your business and have the investment as soon as possible in a safe and compliant manner.
Report during the process of Financing and Fund raising
We will be in permanent communication to keep you updated on the progress and the status of the different alternatives we are working on. It is critical that we are in sync in case of any change on the strategy. We will give you support until the financial achievement and closing the deal.
Securitization funds and their compartments.
The securitization funds are separate patrimonies, lacking legal personality, with net asset value nil, integrated:
- in respect of their assets, for existing or future claims receivable, grouped in accordance with Article 16 and,
- in terms of their liabilities, the fixed-income securities they issue and the credits granted by any third party.
The assets of the securitization funds may, when provided for in the deed of incorporation, be divided into separate compartments, with the charge of which securities may be issued or obligations assumed of different classes and which may be settled independently.
The part of the assets of the securitization fund allocated to each sub-fund shall be liable exclusively for the costs, expenses and obligations expressly attributed to that sub-fund and for the costs, expenses and obligations not expressly attributed to a sub-fund in the proportion set out in The public deed of incorporation of the fund or in the complementary public deed. Creditors of a sub-fund may only make claims against the assets of that sub-fund.
Assets belonging to one of the following categories may be incorporated into the assets of a securitization fund:
- Credit rights included in the assets of the transferor. Included in this letter are the mortgage participations that correspond to loans that meet the requirements established in section two of Law 2/1981, of March 25, regulating the mortgage market, as well as mortgage transfer certificates. Securities issued by securitization funds that integrate mortgage assets or mortgage transfer certificates into their assets shall be considered as mortgage securities of Law 2/1981 of 25 March.
- Future receivables that constitute income or collections of known or estimated magnitude, and whose transmission is contractually formalized in such a way as to prove unequivocally and reliably, the assignment of ownership. It will be understood that they are future receivables:
- The concessionaire's right to collect motorway tolls, in accordance with the special rules regarding the pertinent administrative authorization and the legal regime applicable to the concession.
- The remaining rights of a similar nature to the previous ones that are determined by circular of the National Commission of the Stock Market.
- The securitization funds may acquire ownership of the assets by any means, either through their assignment, their acquisition, their subscription in primary markets or through any other way permitted by law.
- The domain and other real rights over the real property belonging to the securitization funds may be registered in the Property Registry. The property and other real rights may also be registered on any other assets belonging to the securitization funds in the corresponding records.
- The securitization funds will be applied, in relation to the loans and other credit rights that they acquire, the regime that in favor of the owners of the mortgage participations is contemplated in the final paragraph of article 15 of Law 2 / 1981, of March 25, regulating the mortgage market.
Transfers of assets to a securitization fund must meet the following requirements:
- Both the transferor and, as the case may be, the issuer of the securities created for incorporation into a securitization fund, shall, at the time of the establishment of the fund, have at least audited accounts for the last two financial years.
The National Securities Market Commission may refuse to set up a securitization fund when the audit report for the last financial year of the transferor or issuer of the securities present qualifies that, in the opinion of the transferor, could affect the assets to be securitized.
The National Securities Market Commission may waive the provisions of this letter or require audited accounts of a shorter period when the transferring entity is newly constituted.
Also, this requirement will not apply when:
- Securities issued by the fund shall not be traded on an official secondary market or in a multilateral trading system and shall be directed only to qualified investors.
- The guarantor or debtor of the assets to be transferred is the State, an Autonomous Community, a Local Administration or an international body of which Spain is a member.
- The transferor must inform in all the Annual Reports about the transactions of transfer of present and future rights of credit that affect the respective exercises, including all type of operations that assure the successful end of the transfer process.
- The transfers of assets to the fund will be formalized in a contractual document that accredits the business.
- In any new incorporation of assets to the securitization funds, the management company will deliver to the National Securities Market Commission, for incorporation into the register referred to in article 92) of Law 24/1988, of July 28, of the Securities Market, a document also signed by the transferring entity and which will contain:
- Detail of the assets to be incorporated and their characteristics, with the same degree of concreteness with which the assets grouped in the public deed of incorporation of the fund were related.
- Declaration that the new assets comply with the requirements established in the public deed of incorporation.
The liabilities of the securitization funds shall include the fixed-income securities they issue and the credits granted by any third party.
The securities issued may be traded on an official secondary market or in a multilateral trading system and may differ from one another in terms of the interest rate, term and form of redemption, right of priority in collection or any other characteristics .
Subject to the differences that may be established between the different series, at the time the fund is formed, the principal and interest flows expected for the assets grouped in the fund shall be sufficient to cope with the principal and interest flows foreseen for the liabilities issued by the fund.
In accordance with the provisions of this Law, management companies may, in order to increase security in the satisfaction of the economic rights of the securities issued, neutralize the interest rate differences between the assets grouped in the fund and The liabilities issued thereunder or, in general, to transform the financial characteristics of all or some of these liabilities, to contract for the fund swaps, insurance contracts, guaranteed rate reinvestment contracts or other financial transactions whose purpose Is the one indicated.
The securitization funds may grant guarantees in favor of other liabilities issued by third parties.
Supervisory role and sanctioning regime.
- They are subject to the supervisory and sanction regime charged by the National Securities Market Commission with respect to compliance with this title, as well as with European Union law rules containing provisions specifically referring to themselves:
- The companies managing the securitization funds and the securitization funds that they administer.
- The entities that transfer assets to the securitization funds, the issuers of the assets created for incorporation into a securitization fund, the administrators of the assets assigned to the funds and the other persons and entities that may be bound by the rules Provided for in this title and in the European Union rules applicable to them.
- In the case of legal entities, the powers that correspond to the National Securities Market Commission under this Act may be exercised over those who occupy management, management or assimilated positions in them.
- They have administrative or management positions in the entities referred to in the preceding paragraph, their administrators or members of their collective management bodies, as well as their general and assimilated directors, understood as such persons who, in fact or in law, develop in the entity functions of senior management.
- The supervision regime and sanctioning procedure established in Title VI of Law 35/2003, of November 4, of Collective Investment Institutions, shall be applied to the persons and entities referred to in the previous section, being understood that The references in this standard to management companies, collective investment schemes, and to unitholders and shareholders are to be understood as referring respectively to the companies managing the securitization funds and to the financiers and holders of the securities issued From these funds.
These are very serious offenses:
- The omission or falsification in the accounting and in the information that must be provided or published in accordance with this Law, the booklet or deed of incorporation of the fund.
- Any breach of the obligation to forward periodic information where there is an interest of concealment or gross negligence in view of the relevance of the communication not made and the delay in which it was incurred, including that of the obligations arising from Article 8 of Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies.
- The modification by the management company of its Bylaws without authorization of the National Securities Market Commission in cases in which it is necessary in accordance with the provisions of this Law.
- Failure to send or forward information that is inaccurate, inaccurate, misleading or that omits aspects or data relevant to the National Securities Market Commission of the regulated financial information, as well as any information or documents that must be sent or required In the exercise of their functions when this makes it difficult to assess the solvency of the institution or, where appropriate, the assets of the securitization funds.
- The investment of the resources of the fund in assets or the contracting of operations that are not authorized in the writing of the constitution of the fund, or which are contrary to the provisions of this Law, as long as this detracts from the structure or object of the fund. Seriously impairs the quality of the assets, seriously undermines the interests of security holders and lenders, or is a repeated breach.
- The performance of the activity reserved to the management companies in article 25 of this Law without the proper authorization.
- Modification of the deed of incorporation of a securitization fund with breach of the provisions established in the applicable regulations.
- Failure to comply with any of the obligations incumbent upon them pursuant to article 26 of this Law.
- The maintenance over a period of six months of own resources lower than those legally required.
- In the event that the management company has assumed active management of the fund, the delegation of the functions attributed to the management companies without respecting the provisions of this Law and when this may prejudice the interests of the holders of securities and Financing of the fund, or when the internal control or supervisory capacity of the National Securities Market Commission diminishes.
- The valuation of the assets owned by the securitization funds, departing from what is established by the applicable regulations, when this seriously damages the interests of the security holders and financiers of the fund, is a repeated behavior or has a substantial impact on the financial stability of the securitization fund.
- The granting of the deed of incorporation of the securitization fund in terms different from those contained in the draft and the prospectus incorporated into the registries of the National Securities Market Commission, as long as they are relevant for the purposes of the structure from the bottom.
- The issuance of the reports and documents required by this Law and pursuant to Article 8b of Regulation (EC) No 1060/2009, of September 16, 2009, incurring serious inaccuracies or lack of veracity or omitting details Substantial or relevant for the purpose of making a sound judgment about the object or the investment.
- The amortization of securities issued or the realization of any payments on behalf of the securitization fund with breach of priority, limits or conditions imposed by the provisions that regulate it, its deed of incorporation or the prospectus, causing serious prejudice to The investors.
- The resignation of the manager to his function of administration and legal representation of all or part of the securitization funds that manage, in breach of the established requirements.
- The acquisition of a controlling interest in breach of the legal provisions or regulations that are applicable.
- The non-compliance with the precautionary measures or applied in the margin of the exercise of sanctioning power agreed by the National Securities Market Commission.
- Failure to comply with the commitments made by management companies to remedy deficiencies detected in the area of supervision, if this seriously damages the interests of investors or is a repeated behavior.
- The presentation by management companies of deficiencies in the administrative and accounting organization or in the internal control procedures, including those relating to risk management where such deficiencies endanger the entity's solvency or viability, or Are seriously prejudiced or jeopardize the interests of investors.
- The commission of serious infringements when, during the five years prior to its commission, the offender has been fined for the same type of infraction.
- Failure to comply with the obligations referred to in Article 8c of Regulation (EC) No 1060/2009 of 16 September 2009, not merely on an occasional or isolated basis.
They constitute serious infringements:
- Failure to comply with the obligation to make available to investors the information to be provided in accordance with the provisions of this Law, the prospectus or deed of incorporation of the securitization fund, as well as breach of information duties Derived from Article 8b of Regulation (EC) No 1060/2009 of 16 September 2009, where they do not constitute a very serious infringement.
- The occasional or isolated breach by the management companies of any of the obligations incumbent on them in accordance with article 26 of this Law.
- Failure to comply with information obligations to the National Securities Market Commission when a management company presents a level of own resources below the minimum required.
- The investment in any assets other than those authorized by the applicable regulations or those permitted by the prospectus or deed of incorporation of the securitization fund when it should not be considered a very serious infraction.
- The effective administration or management of the management companies by persons who do not exercise their rights in such a charge.
- The improper use of the denominations referred to in article 28 of this Law.
- The issuance of reports and documents required on the assets that are grouped in the assets of the securitization fund or on the securities issued, incurring inaccuracies or omitting details, when they should not be classified as very serious.
- The acquisition of a holding in the capital of the management company in breach of the requirements set forth in the applicable legal and regulatory regulations, provided that it cannot be classified as very serious.
- The charge of commissions for services that have not been effectively rendered, or the collection of commissions not foreseen or in breach of the limits and conditions imposed in the Bylaws or regulations of the management companies.
- Failure to comply with the obligations referred to in Article 8c of Regulation (EC) No 1060/2009 of 16 September 2009, where this does not constitute a very serious infringement.
They are minor infractions:
- Delay in the publication or transmission of information that, in accordance with the regulations, the articles of incorporation or the prospectus of the funds they manage, must be disseminated among the holders of securities and funders of the funds Securitization and general public.
- Failure to refer to the National Securities Market Commission, within the period established in the rules or granted by the National Securities Market Commission, of any documents, data or information that must be sent to it under the provisions of the regulations governing securitization or Require in the exercise of their functions, as well as breach of the duty to cooperate with supervisory actions of the National Securities Market Commission, including failure to appear before a summons to make a statement, when these conduct do not constitute a serious infraction or very serious.
- It is also a minor infraction of any breach of the regulations applicable to the securitization that does not constitute a serious or very serious infraction in accordance with the provisions of the previous articles.
- Failure to comply with the obligation contained in Article 8d of Regulation (EC) No 1060/2009, to indicate, where appropriate, the non-designation of at least one credit rating agency with a lower 10 percent of the total market.
Without prejudice to the general application of the sanctioning regime provided for in Law 35/2003 of 4 November on Collective Investment Institutions, the National Securities Market Commission may impose on the persons and entities referred to in article 38 of this Law, coercive fines of up to 12,000 euros per day, in order to force them:
- Compliance with the precautionary measures adopted.
- The fulfillment of the duty of collaboration provided for in article 70 of Law 35/2003, of November 4, before supervisory actions, including the appearance before summons for the taking of declaration, as well as the referral to the National Commission Of the Market of Values of all data, documents or information must be submitted under the applicable provisions or required in the exercise of their functions.
What capital raising services are included?
Henry Towers raising services include:
- Senior Debt
- Private Equity
- Expansion Capital
- Acquisition Capital
- Management Buyouts
What is private equity?
Private equity is finance provided in return for an equity stake in potentially high growth companies. However, instead of going to the stock market and selling shares to raise capital, private equity firms raise funds from institutional investors such as pension funds, insurance companies, endowments, and high net worth individuals. Private equity firms use these funds, along with borrowed money and their own commercial acumen, to help build and invest in companies that have the potential for high growth.
What is the difference between private equity and venture capital?
Venture capital refers to funds used to invest in companies in the seed (concept), start-up (within three years of the company’s establishment) and early stages of development. In turn, private equity denotes management buyouts and buy-ins.
In general venture capital funds invest in companies at an early stage in their development when they often have little track record of profitability and are cash-hungry. In contrast, private equity funds invest in more mature companies with the aim of reducing inefficiencies and driving business growth through often increased margins and/or new sources of revenue growth.
What does a private equity investor look for when making an investment?
The ultimate aim of private equity investors is to create value. As such, they look for high quality management teams with a credible plan to grow their business. Private equity investors are long-term investors and work with the company’s management to improve the company’s performance and strategic direction by aligning incentives, improving business plans, making operational improvements and strengthening corporate governance. With this mentality to buy and help build, coupled with a disciplined approach to organizational governance, private equity investors display a nimbleness and adaptability that raises the value of their investment and ensures that value can be realized in the future.
How do private equity firms add value?
Private equity adds value to a company in a variety of ways. Thorough due diligence sheds light on a company’s strengths and weaknesses alike, and with it comes a sound initial investment rationale. By targeting growth sectors and new markets, private equity investors can focus on creating better revenue generation and implementing programs that yield operational efficiencies. In addition to cost reduction, organic growth is now increasing in importance as growth by acquisition is becoming relatively harder to undertake.
It is also critical to establish a structure in which both investors and business managers share a common ownership vision, and are motivated to maximize value. Active ownership, effective organizational change and powerful incentive schemes are all part and parcel to the hands-on governance model that includes constant and keen oversight, defined goals and timing, disciplined decision-making and deep resources to match. Ultimately, this approach leads companies owned by private equity to outperform similar publicly-owned companies with relative benchmarks.
Why would a company want private equity investment?
The attraction of private equity investment to a company and to the management is the opportunity for managers to own a significant portion of their business. Aligned interests between the managers and the investors fosters the sense of ownership that is central to the concept of private equity investment. Besides the infusion of capital, companies also benefit from the experience and insight that fund managers bring to the board room.
Our experts understand the full complexity of deal issues, capital structures, and strategies. Hereto we have design a simple process to deliver high strategic services without losing your focus on the business.
Tax Partner at Henry Towers