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EFA Partners Article in Screentrade Magazine: Financing Alternatives

March 31, 2023

Amid today’s most uncertain sectorial and economic climates, then if financing is not conventionally via the banks, then to which alternative financing sources might cinema operators look? Happily, EFA Partners sheds some timely as well as most helpful light.

Most may feel that 2022 has presaged exhibition’s long-term viability as our sector began rebounding well. There will of course be little need for any year-in-review, here, since such has already been covered many times over – suffice to say that there were good indicators that movie-going is here to stay. Still, it’s difficult to argue any long-term clarity with so many industry variables at play. 2022 also experienced general economic uncertainty highlighted by rising interest rates, inflationary pressures, and recession fears, leading, in turn, to worries by financiers that consumers may have less disposable income for discretionary items such as movie-going.

Given the general economic uncertainty, then banks have today become even more cautious to the extent that many won’t consider lending to exhibitors until there is more post-pandemic analysis. Also, if they do lend, then proceeds may be only for working capital with no proceeds for growth projects. Exhibitors seeking capital for theater-upgrades, new-builds, or acquisitions may continue exploring with banks; however, they could, concurrently, be considering alternatives such as specialty lenders, real estate investment trusts (REITs) and specialty financiers of equipment. Such financiers can often provide more flexible terms; provide proceeds for growth-projects, and, in some instances, shareholder-distributions, too. Now, while these options do tend to be more expensive, bank interest rates have generally risen more than those for alternative loan sources, thus potentially making them more attractive.

BANKING INSTITUTIONS

Many banks remain in ‘wait-and-see’ mode when it comes to theatrical exhibition and demand more months of results before moving forward. A major part of this conservatism stems from loan-approval processes that only consider historical financials rather than also taking projections into account. So, while your bank manager may seem optimistic, the reality may be that obtaining approval from credit committees could be more uphill. Banks do like real estate, however, so that those with owned-properties could be looked upon more favorably. Conversely, many banks won’t even pursue loans that don’t have real estate as collateral. Also, if loan-approval is received, be mindful that the amounts may be lower than anticipated and the allowed uses of proceeds may be limited e.g., loan amounts may be capped at 50-65% of real estate values or at less than twice the annual EBITDA and with loan proceeds only for working capital rather than growth projects. In addition, loans may need personal guarantees from owners and may include loan covenants, such as prohibitions on owner-distributions and caps on the amounts of allowable capital expenditures.

SPECIALTY LENDERS

Specialty lenders have become a more prevalent financing alternative in the past decade, and may differentiate by offering more funds (and potentially up to 4x EBITDA), providing the same for growth, and even funds for shareholder-distributions. And while more expensive than banks, the interest-rate gap has recently decreased since internally these groups are funded differently than banks and so do not necessarily raise their rates quite as much whenever there are general increases in the interest rate environment.

Like banks, these groups seek mature companies rather than early-stagers; however, unlike banks, they look for growth plans and loans can include future growth-lines to be drawn for new projects or acquisitions. Certain specialty lenders offer ‘dividend recaps’ which provide funds for owner-distributions which can be advantageous for owners seeking personal funds while not wanting to sell all or even portions of their businesses. Specialty lender loans are also often interest-only; so that, while the interest rates may be higher than banks, the actual payments may be lower since, by contrast, banks require significant amortization.

Lastly, most loans can be prepaid with little or no prepayment premiums after two-to-three years. At that time, they could be repaid with less expensive bank debt but, meanwhile, exhibitors could have taken advantage of current growth plans.

REAL ESTATE INVESTMENT TRUSTS (REITs)  

REIT financing is an expansion method used by many exhibitors. Some utilize REITs for constructing new venues, while others seeking owner-distributions or extra funding for other projects have utilized REIT financing via the sale and leasebacks of owned properties. Again, while costlier than banks, REITs provide financing for up to 100% of the property’s value compared to the banks which have typically hovered around the 50-65% range. Unlike banks, REITs allow funds to be used for any business need and/or for shareholder-distributions.

Until recently, REIT cap-rates were much more expensive than bank interest rates but that isn’t necessarily the case currently. Whilst cap-rates have increased, they haven’t increased as much as bank interest rates. Also, particular REITs have since become more creative with their financing – and with some offering options to repurchase the property at predetermined times in the future, while others may offer mortgages rather than sale/leasebacks.

SPECIALTY EQUIPMENT FINANCIERS

Most exhibitors have used equipment-financing as a tool to grow their businesses. Many equipment-vendors offer financing options as do the equipment-finance units of banks. And while these can be relatively inexpensive options during good economic times, similar to banks, many of these have become more conservative.

Other groups to consider are specialty financiers of equipment which are more expensive but can pursue financing for more complex situations. Some of these are mandated to work with operators willing to pay higher rates until their business situations stabilize. This financing can be advantageous for growth projects when other equipment financiers seem uninterested. Similar to specialty lenders, prepayment penalties can often be limited so financing could be repaid with less expensive options in, say, two-to-three years. Additionally, while financing proceeds are typically for new equipment, these groups can also consider financing for used equipment which can be advantageous for companies currently needing capital.

IN SUMMARY

Given the current uncertain climate, then many exhibitors may look to pursue expansion later rather than nearer-term and, for such ones, relationship banks could be good sources for financing. However, for exhibitors that do view the current environment as an expansion opportunity, alternative financing sources should be explored to take advantage of current growth opportunities. Also, to note that certain alternative sources can provide funding for shareholder dividends for owners seeking distributions.

While alternative funding-sources can be typically more expensive, again the rate-gap has decreased since bank interest rates have significantly increased recently. The flexibility of alternative financing sources therefore could be beneficial in the current market.

ABOUT EFA PARTNERS

Over the past 18 months, EFA Partners has closed over a dozen transactions for theaters and other entertainment clients, including construction, equipment financings, re-financings, and M&A as sell-side advisors. With well over 100 financiers contacted, this has provided the team with a good feel for the current lender-mindset.

Leading provider of digital media services for film and television

Background: A seasoned management team who had previously worked with EFA while at their previous companies, formed a new film and television digital media services company and approached EFA to arrange financing for potential acquisition targets.

EFA Process: The company retained EFA to arrange acquisition financing.  EFA ran the process including creating presentation materials and then approaching several banks and specialty lenders.

Result: Three closings including two financings to support two acquisitions and financing to provide working capital.

start quoteWe selected EFA as our advisor due to their financial experience specific to the film and television services sector. The past year has been tremendous for us as we significantly grew our business with EFA arranging financing that allowed us to execute on our growth plans very quickly. end quote

John Suh
Co-Founder and Co-President of  Pixelogic

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                                                      Top ten film exhibitor in the U.S. based on screen count with 16 theaters across the Midwest

Background: Approached EFA to arrange financing, to refinance existing debt, and for growth of the business. Also engaged EFA to arrange a sale of the business.

EFA Process: EFA ran the process for all three assignments including preparing presentation materials and creating data rooms to manage the processes. For the debt process, approached several banks, specialty lenders, and REITs. For the sale process, approached strategic film exhibitors, private equity groups, and family offices.

Result: Three closings including a debt facility to refinance all existing senior debt, another debt facility to refinance existing debt as well as provide additional funds to acquire real estate at certain theaters, and then arranged the sale of operations to Kinepolis, a Belgium-based film exhibitor expanding its U.S. platform. 

start quoteThe EFA team has been our trusted financial advisor for the past several years. They have assisted us for a variety of assignments over the years including the refinancing of our debt, reviewing acquisition opportunities, and now the sale of our operations which, when closed, will provide an excellent outcome for our investors.end quote

Paul Glantz
Chairman of Emagine

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2nd largest U.S. operator of karting-based entertainment venues with 11 venues in the East and Midwest

Background: Approached EFA to arrange financing to refinance existing debt and for growth of the business. Also engaged EFA to arrange a sale of the business.

EFA Process: EFA ran the process for both assignments which included preparing presentation materials and creating data rooms to manage the processes. For the debt process, EFA approached several banks, specialty lenders, equipment financiers, and REITs. For the sale process, EFA approached strategic entertainment companies, private equity groups, and family offices.

Result: Three closings including a debt facility to refinance all existing senior debt and to provide growth capital which the company utilized to renovate and expand certain sites. Then arranged the sale of operations to K1 Speed, the largest U.S. operator of karting-based entertainment venues. K1 subsequently also acquired the real estate at one venue.

start quoteIt has been a pleasure working with Ralph Willis and the EFA team for the past several years. EFA was previously our advisor and successfully arranged our senior debt. Their understanding of the leisure sector and their industry relationships made them the logical choice to lead our sale effort which culminated in closing the sale to K1. end quote

Michael Greene
CFO and founding principal of Autobahn

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Television and motion picture post-production and digital content management services

Background: Company approached EFA seeking refinancing of its debt subsequent to other advisors attempting to do so with a combination of senior debt and equity.

EFA Process: After reviewing its capital structure EFA recommended a debt structure to fully refinance the company's debt.

Result: Closed senior debt facility that refinanced the company's existing debt, which was much more cost-effective than equity.

start quoteThe EFA team proposed a creative strategy to recapitalize Modern VideoFilm that met our needs in a way that was unique and different from what other financial advisory firms proposed to us. We appreciated their understanding of the entertainment industry and EFA's extensive financial relationships and we look forward to continuing our relationship. end quote

Moshe Barkat,
CEO and President of Modern VideoFilm

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                                                                              Operator of dine-in cinemas across the U.S.

Background: EFA has been engaged by Alamo corporate and several franchisees over several years for various assignments. These included  arranging construction financing for new venues and running the sale process for various theaters.

EFA Process: EFA ran the process for several assignments which included preparing presentation materials and creating data rooms to manage the processes. For the debt process, EFA approached several banks, specialty lenders, and equipment financiers. For the sale process, EFA approached strategic entertainment companies and private equity groups.

Result: Arranged construction and equipment financing for theaters in Texas, Colorado, and New York. In addition, served as sell-side advisor for two different franchisees and arranged the sale of seven theaters to two different film exhibitors.

start quoteEFA Partners and our team worked uniformly every step of the way to arrange a comprehensive financing solution that delivers greater financial flexibility to our two existing venues while also providing the necessary capital to build our newest Denver location. Brandt Gully, Ralph Willis and the EFA team have a deep understanding of the film exhibition industry and have proven to be reliable long-term partners as we continue pursuing our goals for sustained long-term growth.end quote

Dave Kennedy
Partner at Alamo Drafthouse

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 Waterpark in Houston owned by WP Ventures 

 

Background: Approached EFA to arrange financing to refinance existing debt and to finance a new attracion at the venue.

EFA Process: EFA ran the process which included preparing presentation materials and creating data rooms to manage the process. EFA approached several banks, specialty lenders, and REITs. 

Result: Arranged the financing with a bank at a very attractive rate that provided funding to refinance all exisiting senior debt and to provide funds for a new children's waterpark area.

start quoteIt was great working with Ralph Willis and the EFA team as they led our process to arrange financing. Their many years of experience in the leisure sector, plus their extensive relationships with financiers, allowed them to convey the highlights of our park and garnered interest from several financial groups. That provided for a competitive process to negotiate favorable financing terms to meet our financing needs. end quote

Terry Hlavinka
Partner at WP Ventures

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Television industry management group formed to manage and operate US TV stations

Background: Huntington approached EFA seeking capital for potential television station acquisitions.

EFA Process: EFA understood that private equity firms and lenders are seeking experienced management teams to back for acquisition opportunities in the television sector.

Result: EFA has introduced the company to several private equity firms as well as senior lenders, resulting in bids for groups of television stations and the company continues to seek other opportunities, with EFA’s assistance.

start quoteWe are acutely aware of the trends that are transforming the local broadcast TV business and have recently begun to explore opportunities to acquire stations. We are very excited about the prospects for the industry and the opportunities to capitalize upon. We are also pleased to have EFA Partners as our financial advisor as their many years of media industry experience and extensive financial relationships will help us accomplish our goal of building a best-in-class station group.

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David Tynan,
CEO of Huntington Broadcast Management Group

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