Not every transaction is solved with a mortgage. Groups that hold assets through several companies, buyers acquiring a company outright, and businesses raising capital against what they already are rather than what they own, all sit on the same side of the same question: what can the company itself support, and who has to approve each part of it.
Montclare prepares and places these transactions across senior, subordinated and mezzanine layers, with security that can include share pledges, corporate guarantees, vendor loans and charges over specific assets. The work begins with the corporate chain and, where a purchase is involved, with the price itself, because those are what decide whether a structure holds.
Where we come in
- Acquisition of an operating company, in full or as a controlling stake
- Management buy-outs and buy-ins, where the team has the mandate but not the capital
- Buying out a partner, a family branch or a minority shareholder
- Groups whose assets sit in several companies and jurisdictions, financed at holding level
- Expansion or capital expenditure funded against the operating business
- Refinancing that consolidates scattered facilities into one structure
- Sell-side preparation, so a seller is not surprised by how the buyer intends to pay
- Bringing in an equity partner or co-investor when debt alone will not reach the price
The layers of a purchase price, and who approves each one
Senior debt is the cheapest layer and the most conditional: it is sized against what the target earns and secured against what the target owns, and it declines goodwill almost everywhere. Subordinated and mezzanine money sits above it, prices the risk the senior lender refused, and requires the senior lender's consent to exist. A vendor loan turns part of the price into the seller's own patience, and it is the layer most often agreed in conversation and never documented. Equity carries what is left.
Each layer is approved by a different party, and each party reads the same transaction differently. The order in which they are approached decides whether the structure holds. A buyer who signs a mezzanine term sheet before the senior lender has seen it usually renegotiates both.
Why the structure decides the outcome
A lender can only take security it is able to enforce. That means the ownership chain has to be documented to the ultimate beneficial owners, the powers of representation have to be current, and the intragroup loans, transfer pricing and interest deductibility have to hold together. Files fail here far more often than they fail on the numbers.
What is examined before anything is placed
Where a purchase is involved: the target's real cash generation once the seller's own arrangements are stripped out, what the buyer is actually acquiring (shares or assets) and what that choice does to the security and the tax position on both sides, which contracts, licences and key people survive a change of control, what the seller needs in cash on the day, and whether the price still works if the first year underperforms, because that is the year the structure is tested.
Read: financing a multi-country group → · Read: the mezzanine layer → · See: equity and capital partners →