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Unlike
many funds, Allegiance Capital is a minority investor; hence, while
we provide guidance to management, we do not take an active role
in day-to-day operations.
At Allegiance Capital, we believe that the key to success is investing
in the right industry and the right management team.
Allegiance Capital seeks to invest in businesses which possess long-term
positive trends and sustainable competitive advantages. We typically
look for companies with at least 2-3 years of operating history,
which are at or near breakeven cash flow. On occasion, we will also
consider earlier stage transactions on an opportunistic basis, if
the management team and competitive advantages offer compelling
reasons to do so. We will not pursue start-up opportunities.
Allegiance Capital prefers investments in companies whose owners
have substantial portions of their net worth in the venture and
where management has a vested interest in the business.
Finally, we will only consider those investments that offer a potential
exit (typically through IPO, sale/merger, or recapitalization).

Allegiance Capital focuses on later stage financing. We define later
stage companies as those who are generating positive earnings before
interest, income taxes and depreciation and amortization. The majority
of our investments are in companies that are experiencing significant
growth - either organic growth or through acquisitions. These companies
frequently need a level of mezzanine financing to support that growth.
Often, with our assistance, portfolio companies are able to leverage
our capital with additional financing from banks or other senior
lenders. We also provide capital to assist management in buyouts
and for recapitalizations.

Allegiance Capital's investments are typically in the form
of subordinated debt with detachable warrants that can be converted
to a certain percentage of the subject companies equity. This type
of structure provides a financing strategy that lowers the portfolio
companies overall cost of capital, while maintaining a capital structure
with substantial flexibility.
Whenever possible, we prefer to obtain a second lien (subordinated
to a senior lender) on the portfolio company's assets.

While the target return on a given investment is a function of Allegiance
Capital's analysis of the degree of risk involved, we generally
seek a minimum internal rate of return of 25%+. This return is realized
through a combination of a current coupon on the subordinated debenture
and a return on the equity investment (via the warrant). Generally,
Interest rates on subordinated debentures range from 4% to 6% over
10 year U.S. Treasuries, per annum. Our return is estimated based
on financial projections.

Investment sizes vary, but in general Allegiance Capital's
investments are in the range of $1 million to $3 million. Smaller
investments are considered on a case-by-case basis. While our preference
is to invest alone, we will also consider investing as a member
of a larger syndicate, as either lead investor or a participant.
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