Corporate Finance
Capital-market debt beyond the house bank — with a realistic view of effort, cost and publicity.
Companies rarely consider a bond or a Schuldschein for its own sake. Usually the bank lines are exhausted, maturities no longer match the investment plan, or a concentration risk with one institution needs to be reduced.
A conventional Schuldschein loan under German law is generally not subject to securities prospectus requirements. Its specific structure and distribution require separate legal review. An external rating is not generally required; investors assess creditworthiness under their own policies. Documentation and lead time depend on the transaction.
For a bond, prospectus requirements, exemptions and disclosure obligations depend on the offering, admission and applicable framework; an external rating is not a universal prerequisite. Cost, lead time and investor base should be compared with a Schuldschein and bank finance for the specific structure. Fox Capital provides commercial advice and coordination, not legal or tax advice or regulated placement services; these are provided by appropriately authorised advisers and institutions. The legal context described here is Germany, not Switzerland.
Building blocks
Multiple maturity tranches can address different investor preferences. Additional coordination, documentation and settlement work may incur costs; interest terms can differ by tranche. Maturities and any upsize option are assessed against funding needs and demand.
Leverage, interest cover and negative pledges may form part of the financing. Selection and headroom depend on definitions, the business model, volatility and testing dates. Downside scenarios support discussions with capital providers; they guarantee neither a particular buffer nor avoidance of a covenant breach.
Investors may require their own credit analysis, bank assessments or external ratings. An external rating is not generally mandatory for bonds; the need depends on investor mandates and transaction structure. Timing depends on the available information and rating process; the agency makes its rating decision independently.
Access to suitable investors is established through arranging institutions and through specifically identified investor contacts. Fox Capital identifies suitable counterparties and establishes qualified contacts. Any regulated placement activities are carried out by the appropriately mandated institutions.
Process
Review of existing lines, maturities and security. This shows whether a capital-market instrument makes sense at all.
Schuldschein, bond or a combination with existing bank debt — weighed on cost, lead time and publicity.
Company presentation, financials, plan and term sheet. For a bond, prospectus and rating needs are assessed with the responsible advisers and institutions.
Identification of suitable institutional investors and establishment of qualified contacts based on the issuer’s business model, transaction volume, maturity and risk profile.
Coordination of communication between the company, investors, arranging banks, legal advisers and other professional advisers involved in the transaction.
Support of the company through to completion of the financing. Bookbuilding, order acceptance, pricing and any regulated placement of financial instruments are carried out by the appropriately mandated and authorised institutions.
From practice
The work starts after issuance: half-year figures, covenant compliance certificates, investor calls. If financial reporting is not set up for it, reporting difficulties can arise later. We settle who produces what, and how often, before placement.
A Schuldschein alongside existing loan agreements can touch pari passu or negative pledge clauses. Those conversations belong at the start. House banks brought in early often subscribe themselves.
Questions
We review your financing structure and tell you plainly whether a step to the capital market is worth it.
