finance

The cheapest money is not always the best money.

Structure, tenor, collateral, and flexibility can be worth more than a few points on the rate.

March 29, 2021

The return appears in the presentation. The structure appears in the crisis.

risk
XThreadsin

The cheapest money is not always the best money.

Structure, tenor, collateral, and flexibility can be worth more than a few points on the rate.

For much of last year, credit meant availability. The pandemic removed from the market the comfortable illusion that an existing line will keep existing simply because it existed yesterday. Companies that spent years arguing over tenths of a rate started asking who was still lending. Banking relationships that seemed deep turned out to be commercial. Funds halted operations, policies changed, and the businessman who believed he had five sources of capital discovered he perhaps had five phone numbers.

The lesson was useful. Access comes before price.

Now I am beginning to see that even that conclusion needs a second layer. Obtaining money is not enough. Two offers of R$ 10 million are not economically equivalent merely because both put R$ 10 million into the client's account. One credit can cost less on the rate and charge far more in freedom. Another can look expensive on day one and turn out cheap precisely because it does not force the borrower into the worst decision in year three.

It may be a childish error to imagine the price of money is contained entirely in the interest.

The rate is merely what we can easily put into a comparison.

The rest requires reading.

Tenor. Amortization. Collateral. Covenants. Prepayment options. Liquidity obligations. Events of default. Margin. Recourse. Renewal conditions. Concentration. The creditor's right to demand more collateral when asset values fall. The ease with which a structure can turn a temporary swing into permanent liquidation.

That is precisely where a story that began emerging in recent days seems so instructive.

An American family office called Archegos Capital Management was apparently unable to meet margin calls from some of the largest investment banks in the world. On Friday, enormous sales of shares tied to the firm's positions began. Today Nomura announced it may face something close to US$ 2 billion in losses related to a client in the United States. Credit Suisse also confirmed that a fund failed to meet margin calls and warned that the loss from unwinding the positions may be material.

It is early to know the final size of the problem. It would also be dishonest to pretend to know today everything that will probably be reconstructed by investigations over the coming months.

But the mechanism is already interesting enough.

Archegos used instruments that let it obtain economic exposure to large equity positions without necessarily appearing as the direct owner of all of them. Banks provided that exposure and financed part of the structure. While the assets rose and the margin was sufficient, the leverage seemed to work extraordinarily well. Then some positions started to fall. The value of the collateral dropped. The banks asked for more money. At a certain moment, the family office could not deliver.

At that instant, the rate charged on the financing became almost irrelevant.

The problem became the structure.

That should interest particularly anyone who speaks about wealth and family offices as though those terms were synonyms for prudence.

They are not.

A structure administering billions remains perfectly capable of making a billion-dollar mistake.

Wealth immunizes nobody against fragility. Sometimes it merely allows building it at larger scale.

There is some irony in the fact that a family office, an expression normally associated with preserving a fortune, can become the protagonist of a situation whose mechanics are essentially the same as those that destroy small leveraged investors: the asset falls, the creditor calls for margin, the money does not arrive, the asset has to be sold.

The instruments are more sophisticated.

The arithmetic remains brutally vulgar.

You owe.

The collateral fell.

Bring money.

If you cannot, someone sells.

That may be a good reason never to confuse complexity with financial intelligence. A structure's sophistication does not automatically reduce its fragility. In some cases, it merely makes it harder to see where the fragility is.

An ordinary debt has the courtesy of being explicit. We know how much was borrowed, what the tenor is, and how much has to be repaid.

An exposure built through derivatives, margin, and different counterparties can let an enormous economic position exist without its initial appearance producing the same sense of leverage.

Risk does not have to be invisible to be ignored.

It merely has to be comfortable while it is working.

That is something I have been trying to apply to the much smaller operations that cross my desk as a loan broker too. The client almost always starts by asking about the rate. It is understandable. It is the easiest number to understand and therefore the easiest to compare.

"How much does the bank charge?"

"Did you get it cheaper?"

"So-and-so offered me two points below."

Sometimes those two points are relevant. I have no intention of pretending the cost of capital does not matter. For a company that uses credit recurrently, some differences in rate can represent millions over the years.

But price without structure is incomplete information.

I have seen cases where the client is willing to pledge far more important collateral to save relatively little on cost. Others accept an aggressive amortization that can squeeze cash flow exactly when the financed project is still maturing. Some prefer an apparently cheap but short line, financing an asset that will need years to produce cash.

The businessman celebrates the rate.

The maturity waits in silence.

Perhaps good financial work begins by changing the question. Instead of "which money is cheapest?", asking "which capital best matches what we are financing?"

A machine with a ten-year economic life should not necessarily be financed with capital that depends on renewal every six months merely because the initial rate looked pretty.

A property should not be pledged in full when a less onerous structure could solve the same need.

A family should not commit the asset that gives it the most optionality in order to modestly reduce the spread on an operation that barely changes its wealth.

There is a difference between optimizing price and optimizing the whole position.

That is where my activity as a broker starts coming closer and closer to the logic of a family office.

If I am looking only at the debt, the lowest rate can win.

If I can look at the businessman's whole estate, the answer changes.

The company has a certain cash flow.

The family has properties.

There are financial investments.

There are corporate stakes.

Perhaps there are receivables.

Other debts.

Collateral already committed.

Future liquidity needs.

The line that looks cheapest in isolation may use precisely the asset that should stay free for an emergency.

The cost of that collateral does not appear on the bank's invoice.

It appears in the option that disappeared.

That may be one of the hardest financial concepts to sell because it has no obvious number. It is simple to show that one operation costs 1.1% a month and another 1.3%. It is far harder to put into a table the value of keeping a given property unencumbered for the next five years.

But the absence of a visible price does not mean the absence of value.

Free collateral is an option.

An available line is an option.

A long tenor is an option.

The possibility of prepaying without penalty is an option.

A margin call obligation is the opposite: it can remove options exactly when you most need them.

Perhaps the best wealth structures are those that preserve the largest possible number of good future decisions.

That is very different from maximizing present return.

The family office should understand that difference better than any bank.

The financial institution that grants credit has to protect its own capital. That is correct. It was not created to maximize the borrowing family's patrimonial freedom.

The family office should be on the other side of the table.

Its job is not to find it unfair that the bank wants protection. It is to understand how much of that protection makes sense to grant and how much granting it costs within the whole estate.

That kind of view changes the negotiation.

Suppose a family owns an operating company valued at R$ 100 million, properties worth R$ 30 million, and liquid investments of R$ 20 million. It needs to raise R$ 10 million for a business opportunity.

One bank offers 1% a month against a R$ 20 million property.

Another offers 1.2% against the company's receivables.

A fund offers 1.5%, a longer tenor, bullet amortization, and a more flexible covenant.

Which is the cheapest money?

The question looks as though it has an arithmetic answer.

It does not.

It depends on the purpose, the expected time for the opportunity to pay off, the property's importance to the family, the volatility of the receivables, the refinancing capacity, and what each structure forces the family to do if something goes wrong.

Perhaps the 1.5% financing is very expensive.

Perhaps it is the cheapest of the three.

That can only be understood by looking at the structure.

That is the kind of analysis that makes me more and more suspicious of financial comparison tables reducing complex decisions to a single cost column.

The market likes rankings because rankings dispense with judgment.

Lowest rate.

Highest return.

Lowest fee.

Highest Sharpe.

The number produces comfort. The decision looks objective.

But many of the variables that matter most in large estates do not sort easily.

Liquidity.

Control.

Flexibility.

Confidentiality.

Relationships.

The capacity to act quickly.

The quality of the creditor.

The possibility of renegotiation.

The experience of whoever will be on the other side if things worsen.

That last one seems particularly underrated.

Not every creditor is the same when a problem appears.

An institution can offer an excellent rate and become extremely rigid at the first technical breach.

Another can charge more, know the sector deeply, and have a real capacity to renegotiate without turning every operational difficulty into a threat of enforcement.

I am not suggesting we should pay higher interest out of sympathy.

I mean the nature of the capital.

Capital has an institutional personality.

Funds have mandates.

Banks have policies.

Family offices have horizons.

Private investors have preferences.

Some have to exit by a certain date.

Others can wait.

Some have to mark assets to market.

Others do not.

Some have committees far from the client.

Others can put the owner of the capital in the same meeting.

That changes the behavior of the debt during a crisis.

That may be one of the great differentials of off-market credit when well used.

A private operation between a family and a company can be more expensive than a given bank product but offer a completely different structure. The private lender can accept a specific asset, a longer tenor, a more adequate amortization, or a combination the standardized bank does not have.

It is not automatically better.

It can be much worse.

Private flexibility can also hide weak documentation, excessive dependence on the relationship, or badly priced risk.

But there is economic space precisely because not every need fits on a shelf.

That is something I keep finding in the work.

The businessman does not live in financial products. He lives in his own business.

The product is the financial system's attempt to fit his need into a repeatable structure.

The more particular the situation, the greater the chance of a mismatch.

That is where the loan broker can produce value.

Not by finding "any money," but by understanding the geometry of the operation.

Perhaps a specialized credit fund makes sense.

Perhaps a bank.

Perhaps a real estate structure.

Perhaps a private investor.

Perhaps a club deal among a few families.

Perhaps no debt makes sense.

That last hypothesis should stay available.

There is a structural problem when the intermediary is paid exclusively if he finds a creditor: the solution "do not borrow" becomes economically unpleasant for him.

It is a simple and powerful conflict.

It is not necessary to be dishonest to feel its influence.

The person works for weeks on an operation, gets to know the client, talks to institutions, receives a proposal, and starts wanting something to close. Then he finds intellectually sophisticated reasons to explain why what he wants is also what the client needs.

We are very good at that.

Perhaps that is one of the reasons I want to move more and more toward a relationship resembling a family office's and less toward a purely transactional broker's.

The broader the relationship, the less need to monetize every request as credit.

If the family comes to me only for a loan, my usefulness ends when there is no loan.

If it comes to me to organize its financial life, credit is merely one possible tool.

The difference in incentive is large.

It is also harder operationally.

Knowing a family requires far more context than knowing an operation.

One has to understand companies, properties, liabilities, investments, objectives, concentration, succession, and preferences. A multi family office doing that for dozens of families has to preserve depth without turning each client into one more line in a CRM.

That problem keeps interesting me.

The financial industry can scale product with enormous efficiency.

Scaling context is far harder.

Perhaps that is why large institutions inevitably tend to segment. Private, high income, corporate, middle market. Inside each segment, rules, products, and policies emerge.

That allows serving thousands.

But something is lost.

The economic singularity of each estate.

A multi family office should be able to stay in the middle. Share enough infrastructure to produce efficiency and keep enough context not to become a product shelf with a more sophisticated name.

I do not know whether it is easy.

Probably not.

If it were easy, every private bank would call itself a family office and the problem would be solved.

The name is cheap.

The alignment is hard.

That may be especially evident when we talk about private investments and club deals.

A family enters an operation because it knows another family. The access is excellent. The prior trust reduces time. Everyone is excited. The investment seems to have exactly what the shelf product does not offer: exclusivity, direct participation, influence, and better alignment.

Then comes the rarely photographed part.

Who decides whether the company needs more capital?

Who accepts dilution?

Who represents the families?

What happens if one of them needs liquidity?

Who monitors information?

What is the governance?

Which rights were negotiated?

Who can sell first?

The structure may be even more important in a club deal than in a conventional investment, because there is a second layer of relationships beyond the asset.

It is not enough for the company to work.

The co-investors also have to be able to work together.

A good deal with bad governance can become a mediocre investment.

A mediocre investment with bad governance can become an eternal meeting among lawyers.

Perhaps that is why simple structures have a value that does not appear in the projected IRR.

Each additional right can protect.

It can also create friction.

The objective should not be putting the largest possible number of clauses into the contract, but understanding which events really matter and who needs which power when they happen.

The same holds for debt.

Excessive collateral protects the creditor.

It can destroy the borrower's flexibility.

A loose covenant protects flexibility.

It can leave the creditor too exposed.

A good structure does not maximize one side.

It distributes risks so the operation remains acceptable to both.

It is a kind of survival engineering.

Perhaps that is why I am less impressed by whoever obtains the lowest rate and more interested in whoever can assemble an operation where nobody has to pray that refinancing happens exactly in the planned month.

There is a lot of "cheap" money that stays cheap only while everything goes well.

When the structure requires constant renewal, the future price comes to depend on a market the borrower does not control.

That is a hidden cost.

The pandemic showed it in 2020. Companies that had refinanced short debt for years discovered their structure depended on the permanent willingness of third parties.

Now Archegos shows an extreme version of the same principle in the capital markets.

A leveraged position can look extraordinarily profitable while the margin is not called. The problem is not necessarily the asset's first fall. It is what the fall forces the investor to do.

If he can wait, he may survive.

If he has to deliver billions in cash immediately, the fall turns into an operational event.

That mechanism is too important to stay confined to hedge funds.

A family can build similar fragility without using any derivative.

It is enough to own illiquid assets financed by short liabilities.

A businessman can do the same by financing long-term growth with revolving working capital.

A real estate investor can buy properties with debt whose amortization requires continuous sales.

The instruments change.

The pattern remains.

Financing the slow with fast money works until the fast disappears.

That may be one of the principles I would like any family office to incorporate almost obsessively: the duration of the assets and the duration of the liabilities have to talk to each other.

They do not have to be equal.

But the mismatch has to be understood.

A family with large real estate holdings can support debt if it has compatible income, cash, and horizon.

Another with nominally larger wealth can be far more fragile if it depends on annual refinancing.

Net worth does not explain it alone.

The calendar comes back again.

It is curious how my understanding of finance keeps returning to time.

When I first heard that "nothing makes more money than selling money," I imagined the genius lay in the interest.

Today I see the interest may be merely the surface.

Whoever truly understands money has to understand time, information, structure, and options.

It is possible to charge little and build a dangerous debt.

To charge more and build a useful one.

The rate only makes sense inside the architecture.

That holds for investments too.

A security paying 15% is not necessarily better than another paying 10%.

Perhaps the first is subordinated, illiquid, concentrated, and without adequate collateral.

The family office investor who looks only for yield can repeat, from the other side, the same mistake as the businessman who looks only for the lowest rate.

Both optimize the most visible variable.

One wants to pay less.

The other to receive more.

Neither asked enough about the structure.

Perhaps a good family office needs to be able to sit intellectually on both sides of the table.

When the family is the borrower, thinking like a creditor to understand what it is offering and why the rate exists.

When it is the creditor, thinking like a borrower to understand where the payment will come from and what incentives the structure creates.

When it enters an equity club deal, thinking as buyer and seller.

That ability to change perspective can be worth more than excessive specialization in a single product.

A fortune does not live in only one product.

That is why I still think the family office has to be a generalist who knows how to hire specialists.

I do not want a family's adviser to be the best lawyer, the best manager, the best tax expert, and the best credit officer in the country. He would probably be an insufferable man and, even so, mediocre at several things.

I want him to recognize when each competence is needed and coordinate the decisions so specialists do not optimize parts while destroying the whole.

A lawyer can produce the legally most protected structure.

It may be operationally terrible.

A bank can produce the lowest-risk debt for the bank.

It may be inadequate for the family.

A manager can build an efficient portfolio in isolation.

It may increase exactly the economic risk to which the family is already exposed through the company.

Someone has to keep the whole in the room.

That role seems more and more important the larger the estate.

Complexity grows faster than wealth.

A family can double its wealth and triple the quantity of relationships, vehicles, documents, banks, investments, and decisions required to administer it.

Perhaps that is why some enormous estates look surprisingly disorganized.

The fortune grew.

The institution around it did not.

There is a kind of accumulated operational debt.

At the start, the founder can carry everything in his head.

He knows which properties he owns, which bank holds the money, who the manager is, how much the company owes, and to whom he lent.

Then come children, holding companies, international investments, funds, private credits, other banks, minority stakes, club deals, and succession structures.

At some point, relying on memory stops being simplicity.

It becomes risk.

I believe a multi family office can have a lot of value exactly there. Not because families should outsource judgment. But because the infrastructure to organize information, monitor operations, and preserve memory can be shared.

That holds for brokers too.

In the last two years I noticed that the capacity to originate can grow faster than the operational capacity to follow the deals.

Every credit has documents, institutions, proposals, outstanding items, collateral, follow-ups, and decisions.

The good broker should spend his time understanding the operation, talking to the client, and negotiating capital.

Not looking for the latest version of a PDF.

Even so, an enormous amount of time goes into that work.

It is an apparently small inefficiency that becomes structural as the number of operations rises.

There may be an opportunity for professionalization there.

The private credit and origination market still looks handmade in many places. Good professionals build enormous networks and then administer the intelligence of those networks using generic tools.

It is strange.

The technology industry created specialized systems for sales, logistics, marketing, software development, and almost any repetitive activity. In many private financial markets, a relevant part of the operation still depends on email, spreadsheets, and memory.

That works while the professional is small.

Then he grows and discovers his own commercial success destroyed his operational capacity.

A firm that cannot absorb its own origination has a problem similar to the businessman who grows without working capital.

The demand became a fragility.

Perhaps infrastructure is the working capital of information.

I do not yet know where that idea will lead me. But it is becoming hard to ignore.

If a loan broker's value lies in relationships, context, and judgment, everything that consumes his time without using any of those three should be automated, organized, or delegated.

The professional should not spend his best hour renaming documents.

Neither should the family office.

Perhaps the most valuable technology for both is not the one trying to replace financial judgment. It is the one that lets judgment stay human by removing the work that does not have to be.

That seems a far more real problem to me than some of the talk about artificial intelligence starting to appear. We are still far from knowing exactly where all of it will go. I would rather not turn a technological promise into a thesis before its time.

For now, there is enough banal work to eliminate without having to replace anyone.

Organizing.

Reconciling.

Remembering.

Controlling.

Centralizing.

Showing context.

If a system can do that well, perhaps the adviser can be more of an adviser.

And the broker, more of a financier.

I come back then to the question of structure because that may be the word that best unites everything.

A good debt is a structure.

A good family office is a structure.

A good co-investment relationship is a structure.

A company able to grow without losing control depends on structure.

Wealth without structure looks like freedom while nothing changes.

Then we discover the freedom depended on the good memory of a few people and the continuing willingness of a few banks.

That is not enough.

Perhaps that is why Archegos strikes me as so interesting even before we know the whole story. I do not have to know today exactly how much each bank will lose to recognize the mechanism.

An apparently very wealthy family office managed to build exposures large enough that a fall in assets produced margin calls it could not satisfy. Some of the world's largest banks now have to liquidate positions and calculate their losses.

Sophistication was not lacking.

Something was lacking in the architecture of risk.

Perhaps we will find out later exactly what.

That temporal humility matters. It is always easy to write the perfect story after the accident and explain that all the signals were obvious. Perhaps they were. Perhaps some of them were.

Today, on 29 March, what we know is far more limited.

And that is enough.

Because the principle does not depend on knowing every detail.

Leverage trades part of your future for present capacity.

Margin adds a condition: the creditor can demand that you continuously prove you still have the resources to sustain the position.

If the asset falls and the cash is not available, the timing of the decision stops being yours.

Losing control of time is losing options.

That is exactly what I have been trying to avoid in credit for businessmen and what I believe a family office should avoid in wealth.

Not turning a temporary fall into a permanent sale.

Not turning a temporary need into the loss of a strategic asset.

Not turning a saving on the rate into dependence on refinancing.

Not committing fundamental collateral for a marginal benefit.

That set of rules may look too conservative.

I do not think so.

Conservative is someone who avoids risk.

I want asymmetric risk.

There is a difference.

A family can take large risks when the loss is bearable and the gain changes its position.

What I consider unintelligent is accepting risk of ruin to obtain gains that barely change life.

Once a fortune exists, certain bets stop making sense.

It is the change of phase I have been thinking about for years.

The founder who built wealth by concentrating capital in his own company probably had to take enormous risks. If he keeps treating the whole family estate as risk capital after that phase is over, he may be applying a virtue outside the context that made it virtuous.

The aggression that creates can destroy.

The family office should recognize that change before the founder does.

It is a difficult function because it involves contradicting precisely the person whose competence created the fortune.

Perhaps that is why good advisers are rare.

Agreement is easier to sell than prudence.

If the businessman wants to increase a position in an asset already representing 80% of his wealth, it is comfortable to say he knows his business better than anyone.

He probably does.

That is not the point.

The problem is not the isolated probability of the company succeeding.

It is the consequence if it fails.

Risk is probability multiplied by consequence, and successful people tend to pay exaggerated attention to the first because their personal history taught them they are usually right.

Wealth should pay attention to the second.

That is perhaps the point where the family office and Taleb meet intellectually: we do not have to know what the next swan will be to decide that a single event should not kill the family.

Structure before forecasting.

Survival before optimization.

That does not mean living in fear.

It means being able to be aggressive where the asymmetry is good because the rest of the structure does not depend on that bet.

Safety permits courage.

That may be a better definition of robust wealth.

The investor who needs every position to be conservative has perhaps built a bad structure. If there is a core able to absorb error, some edges can take extraordinary risks.

Family offices can use club deals, private equity, venture, private credit, or special assets exactly that way.

A share of the wealth seeks asymmetries.

The whole estate is not pledged as collateral for the thesis.

That difference looks obvious when written.

Archegos is showing it may not always be obvious when there is abundant access to leverage.

Cheap capital has a particularly dangerous form of seduction. It makes increasing exposure look rational because the marginal cost is small.

Until cost stops being the relevant variable.

That may be the main lesson I want to take from this year into my own operations.

Not selling a rate.

Selling structure.

In fact, not even selling structure.

Understanding it first.

When a businessman asks me for the cheapest credit, I want to be able to say the question may be wrong.

Which capital best protects the company?

Which gives enough time?

Which collateral makes sense?

Which preserves strategic assets?

Which reduces refinancing risk?

Which lender remains adequate if the scenario worsens?

If the answer is also the lowest rate, excellent.

Sometimes it will be.

But that should be the result of the analysis, not the premise.

I also want to build a network broad enough for that choice to be real. There is no intellectual independence when only one source is available.

If I know a single bank, I will end up finding reasons why that bank's product fits.

If I know banks, funds, family offices, and other private sources, I can start from the problem.

That requires relationships.

And relationships require history.

You do not create a network of capital on the day the client needs it.

Perhaps one of the most valuable things I am building in these years of low profile work is exactly that: a map that appears nowhere.

Who looks at what.

Who answers.

Who executes.

Who accepts a given sector.

Who likes real estate collateral.

Who prefers receivables.

Who promises cheap and changes terms later.

Who is expensive but closes.

Who has flexibility.

Who disappears at the first difficulty.

There is no public table that fully replaces that experience.

That is part of the broker's advantage.

It is also part of a family office's advantage.

A financial product is copyable.

A map of relationships accumulated over years is less copyable.

Technology may organize that map.

It cannot create trust instantly.

That brings me back to what I consider true access.

Access is not knowing wealthy people.

It is not attending private dinners.

It is not receiving a presentation with "exclusive opportunity" on the cover.

Access is being able to mobilize the relationship economically when there is a real need.

A family office can know fifty other family offices and be unable to raise R$ 10 million for a good deal.

Another knows five and can.

The number of contacts is a social metric.

The capacity to execute is an economic one.

I want always to prefer the second.

Perhaps that is how I should measure my own loan broking network.

Not how many banks I know.

How many institutions actually analyze when I call.

Not how many businessmen are in my contacts.

How many tell me their situation before the problem becomes urgent.

Not how many operations arrive.

How many deserve to be taken to capital.

Those metrics may be less impressive in a presentation.

They probably say more about the business.

Eleven years ago I asked myself how someone sells money.

Today the question almost embarrasses me by its simplicity.

Money is merely one of the things that have to be organized.

Perhaps the real product is structure.

A good structure turns capital into time without turning the future into a trap.

It lets the businessman seize an opportunity without handing over too much freedom.

It lets the creditor receive adequate remuneration without depending on a heroic scenario.

It lets a family use the balance sheet without unnecessarily committing wealth.

It lets investors enter a club deal knowing what they hold beyond a good social relationship.

It lets the family office preserve options when the market worsens.

It is less exciting than talking about returns.

Perhaps precisely for that reason it is more important.

The return appears in the presentation.

The structure appears in the crisis.

And perhaps that is the rule 2021 is starting to teach me:

the best money is not necessarily the one that charges least to come in.

It is the one that does not become the owner of your decisions afterward.

Leo Bentier

XThreadsin