Jay Gavigan and Leonela Vaccaro Padrón will co-present "Accounts Receivable Factoring as a Financing Alternative: Structuring the Transaction and Mitigating Risks" on November 16, 2023 for a CLE-accredited Strafford webinar.
This CLE webinar will explore the dynamics of accounts receivable (A/R) factoring as a source of working capital financing. The panel will discuss the key differences between factoring and lending, how transactions are structured and documented, how risks are managed, and how to avoid common issues and pitfalls.
The factoring industry is growing at a rapid pace, and the demand for factoring will likely continue. A/R factoring, often referred to as invoice discounting, is a source of liquidity for business borrowers that sell on credit terms. The transaction takes place between a business that generates accounts receivables and sells them, at a discount, to an entity (either a bank or non-bank lender or factoring company).
By selling the A/R to the purchaser, the business receives cash flows from the A/Rs earlier than if it had waited to receive payment directly from its customers on the A/Rs payment due date. The business also transfers the risk of its customer not honoring payments due under the purchased A/R to the purchaser. The purchase price of the A/R is a percentage of the face amount owed under the A/R. The differential between the face amount of the A/R and such A/R’s purchase price is designed to compensate the purchaser for acquiring the risk of non-payment and for the present value of the funds used for the purchase.
The key advantages of factoring include quick cash, no debt on the business-seller’s balance sheet, the transfer of non-payment risk to the purchaser, and the elimination of collections operations with respect to the sold A/Rs. However, while factoring provides the borrower with fast cash, it usually costs more than traditional borrowing.
Listen as our authoritative panel discusses the common types of factoring arrangements, how to negotiate and structure a factoring agreement, and common legal issues and pitfalls to avoid.
Outline
- Overview: legal concepts of factoring
- Receivable factoring vs. traditional receivable financing
- Cost
- Application of Article 9 of the UCC
- Deal flow and structure
- Treatment of factoring in the context of bankruptcy
- Types of A/R factoring: recourse vs. nonrecourse
- Structuring a factoring transaction
- Anatomy of a factoring agreement
- Guarantees
- Validity guarantees (bad boy)
- Indemnification
- Other terms and ancillary documents
- Advantages of factoring
- Disadvantages of factoring
- Key takeaways and practical considerations
Benefits
The panel will review these and other key issues:
- How does A/R factoring compare with traditional term loans or operating lines of credit?
- What are the advantages and disadvantages of A/R factoring?
- What is the typical structure of an A/R factoring transaction?
- What are the key provisions and terms to include in factoring documents from both the borrower’s and lender’s perspectives?