Productopedia

Product Description:

Acquisition Leveraged Finance provides debt products (predominantly senior loans, but could also include subordinated debt) to facilitate the purchase of a company through a financial sponsor.

A bank can act as an “arranger/participant,” lending to a business through a holding company (or subsidiaries of a holding company) in an event-driven deal, typically an acquisition.

An acquisition-leveraged finance deal generally consists of 3 stages.

1. Acquisition of the business (the simultaneous transfer of equity and debt into a holding company).

2. Syndication.

3. Repayment of the loan.

Example:

ABC Ltd. is being purchased for £100 million.

• XYZ Private Equity invests £45 million.

• Management invests £5 million.

• The bank provides £30 million in senior debt.

• Mezzanine financing of £20 million is provided.

XYZ Private Equity retains ownership of the company via a holding company.

Inherent Risk Rating: High (85.1%)

Risk Indicators:

• Involves 3rd parties of a client (in the supply chain) in jurisdictions with higher money laundering or corruption risks.
• Can be used to make payments or transfer value to a 3rd party.
• Can be used to receive funds from a 3rd party.
• Involves the purchase of a product using cash, currency, or currency equivalents, or the transfer of cash, currency, or currency equivalents into a firm.
• Source of payment is not available.
• Transactions can be conducted on behalf of a respondent's customers.
• Allows for funds or value to be transferred electronically directly into the client's bank account.
• Product ownership can be moved or allocated from one firm or person to another easily.
• Can be used to finance goods subject to trade embargoes or financial sanctions.
• Facilitate foreign exchange payments in different currencies to suppliers.
• Frequent payments can be made outside of normal regular contractual terms.
• Includes the handling of currency (i.e. money used in a particular country) and/or currency equivalents.
• Involves transfers through multiple jurisdictions that are 'friendly' to countries subject to sanctions or that do not enforce United Nations sanctions.
• Allows acceptance of very high-value or unlimited-value payments.
• A high volume of payments made in a short time that are low value. Could indicate smurfing activity or structured payments to avoid hitting payment filters.
• The product involves the shipment of goods using a vessel with flags of convenience registered in a different country.
• Can be used to finance activity-based prohibitions in Iran/DPRK.
• Allows for multiple transactions to be made simultaneously.
• Related transactions are not bound by jurisdictional restrictions or currency controls.
• Difficult to identify the fund flows and includes transactions which are not transparent.
• Allows payments to be processed from firms in medium- or higher-risk jurisdictions.
• Can be used to make direct or indirect payments to a designated or sanctioned target or country.
• Facilitates significant withdrawals, deposits, or placement of funds of unknown origin into the firm.
• The product being financed requires an export license.

• Facilitates foreign exchange payments from suppliers.

• Involves an intermediary, agent, or representative who performs services on behalf of the firm or is authorized to represent the firm through other 3rd parties.

Possible mitigation controls:

• Compliance approval is required for 3rd party payment and monitoring.
• The product is not easily transferable, and payment flows are restricted due to book entry (recorded electronically) and Delivery vs. Payment (DVP), a settlement system that stipulates cash payment must be made prior to or simultaneously with the delivery of the security to a specified party.
• Legally binding agreements relevant to the service include an early termination clause for high-risk clients or sanctions breaches.
• Holds no investment value and pays out only upon the occurrence of a specific, verifiable event as determined by the product provider.
• Monitoring of inducements or gifts, and entertainment.
• A product or service requires entering into a legally binding agreement or contract (which can be standard or tailored) with the relevant counterparty (i.e., ISDA, Repo Agreements).
• Restricted capacity to make 3rd party payments.
• The fee arrangement is not tied to performance.
• Entering into a transaction before completing CDD (Customer Due Diligence) or EDD (Enhanced Due Diligence), as appropriate, is not allowed.
• Daily sanctions and adverse press screening, in addition to the risk review cycle.
• Require that originator and beneficiary information be included in the payment.
• Screens financial transactions to identify potential matches against international economic and financial sanctions.