Lawrence W. Tuller
Bibliographic record and links to related information available from the Library of Congress catalog
Preface
Figures and Tables
About the Disk
Part 1. Debt Capital
1. Commercial Banks
The Current Status of the Banking Industry
Key Banking Terms
Choosing the Right Bank
When to Use Bank Loans
Bank Criteria for Granting Loans
2. Applying for a Loan
Management Experience
A Personal Statement of Financial Condition
The Business Financing Plan
Tips for Preparing a Winning Plan
Personal Guarantees
Closing the Deal: Negotiating Loan Terms and Conditions
Gaining the Edge with Banks
3. Secured Lenders
The Best Application of Asset-Based Loans
Applicant Qualifications
Structuring a Loan
The Downside of Secured Loans
Preparing the Financing Package
Contract Terms
Tips on Working with Secured Lenders
Secured-Lender Advantages and Disadvantages
4. U. S. Government Loans and Guarantees
The Small Business Administration
Winning SBA Approval
Applying for a SBA Loan or Guarantee
Summary of SBA Programs
Helpful Tips on Working with the SBA
Cooperative Programs
The Economic Development Agency
Financing through Other Government Agencies
5. U. S. Government International Trade Financing
Eximbank
U. S. Department of Agriculture
Small Business Administration Export Financing
Trade and Development Program
The Foreign Credit Insurance Association
Private Insurance Companies
Creditworthiness
The Overseas Private Investment Corporation
U. S. Agency for International Development
Internal Revenue Code Section 936 Financing
6. Leasing
Leasing Terminology
The Advantages of Different Types of leases
The Tax Consequences of Leasing
Making a Lease-or-Buy Decision
Lease Contracts
Negotiating a Lease Contract
Exploding Leasing Myths
To Buy or Lease? The Pros and Cons
Sale-Leaseback As a Financing Tool
Who Does the Leasing?
7. Transaction Financing
Choosing the Right Bank
Forfaiting
Factoring
Private Nonbank Transaction Financing
The Private Export Funding Corporation
Securitization
Project Finance
8. State and Local Government Funding
State and Local Development Organizations
Local Development Companies
State Development Assistance
Other Special Programs
Revenue Bonds
Using Revenue Bonds
Eximbank's City-State Agency Cooperation Program
Part 2. Equity Capital
9. Partnerships
Partnership Options
The Mechanics of Selling Partnership Interests
Advantages and Pitfalls
10. Limited Partnerships
Structuring a Limited Partnership
Selling Partnership Units
An Informal Sale
Private Placements
Private Placement Memorandum
Transferring Capital to the Operating Company
11. Venture Capital Funds
Venture Capital Investment Instruments
When to Use Venture Capital
Venture Capital Markets
Forming a Venture Capital Investment Group
Venture Capital for Business Acquisitions
Small Business Investment Companies
Applying for Venture Capital and SBIC Financing
12. Employee Stock Ownership Plan
Unleveraged ESOPs
Leveraged ESOPs
Alternative Financing Advantages
13. Strategic Alliances/Joint Ventures
Joint Ventures
Offshore Joint Ventures
The Benefits of Foreign Joint Ventures
Joint Venture Structures
Joint Venture Contracts
Locating Joint Venture Partners
Using Intermediaries for Financing and Joint Ventures
14. Public Stock Issues
Uses of New Equity Capital
Timing a Public Stock Issue
Major Hurdles
The Pluses and Minuses of Going Public
Organizing a Public Offering Team
The Offering Prospectus
Listing and Trading
The Eurotranche
15. Exempt Registrations and Special Topics
Simplified Registration
Private Placement Exempt Offerings
Emerging Company Marketplace
Securities and Exchange Commission Innovations
Spinout IPOs
16. Penny Stocks, Blind Pools, and Reverse Mergers
Penny Stocks
Subscription Warrants
Subscription Rights
Blank Checks
Blind Pools
Reverse Mergers
The Advantages of Blind-Pool Reverse Mergers
Part 3. Special-Purpose Capital
17. Small Business Innovative Research Program
A Three-Phase Program
Qualifying for Awards
The Bid Package
Professional Assistance
18. Foundations and Social-Purpose Ventures
Program-Related Investments
Flow-Through Funding
Types of Foundation Assistance
Locating Appropriate Foundation Funding
Applying for Foundation Assistance
Social-Purpose Ventures
Selected References
19. International Aid Programs and Foreign Banks
UN/World Bank Organizations
Development Banks
Inter-American Investment Corporation
Canadian Assistance Programs
European Assistance Programs
Foreign Banks
20. Debt/Equity Swaps and Foreign Acquisitions
Direct Investments in Eastern Europe
Latin American Privatizations
Strategic Considerations
Evaluating Foreign Acquisitions
Targeting Foreign Acquisitions for Debt/Equity Swaps
Debt/Equity Swaps and Environmental Funding
Professional Assistance in Foreign Markets
Public and Private Placement Issues on Foreign Capital Markets
21. Countertrade: Transaction Financing
Types of Countertrade Arrangements
Barriers to Countertrade
International Consultants
The Pros and Cons of Countertrade
Criteria for Choosing Countertrade
Countertrade Survival Tactics
Using Countertrade to Finance Domestic Transactions
Part 4 Raising Capital When Overleveraged
22. Recovery Tactics
Purging Product Lines
Spin-Offs
Spinout Public Stock Issues
Partial Liquidation
Sale/Leaseback of Hard Assets
Preference Equity Redemption Cumulative Stock
Securitization
Credit Enhancements
23. Restructuring Debt
Eliminating Short-Term Debt
Converting Short-Term Debt to Long-Term Debt
Deferred Debt Payments
Nonbank Sources of Capital
Capital from Customers
Capital from Suppliers
24. Conserving Capital
Budget Cash
Tactics for Scheduling Supplier Payments
Leveraging Better Payment Terms
Leveraging through the Bankruptcy Code
Negotiating Debt Reductions after Filing Chapter 11
Trading Debt for Equity
Other Drop-Dead Tactics for Small Businesses
Part 5. Tax Strategies
25. Domestic Businesses
Distributions to Partners
Partnership Tax Traps
Reporting Pass-Through
S Corporation Definition
Eligibility, Election, and Termination
Tax Treatment of S Corporation Shareholders
Taxes Paid by S Corporations
The Benefits and Risks of S Corporations
Death of a Shareholder
When to Elect S Corporation Status
26. Multiple Business Entities
Tax Rules and Multiple Entity Hierarchies
Dividends between Corporations
Tax Traps
Creating Separate Entities to Hold Business Assets
Creating Separate Entities to Conduct Different Businesses
Creating Separate Entities for Different Locations
Offshore Operations
Creating Separate Entities to Lower Corporate Tax Rates
27. Foreign Operations
Foreign-Source Income Subject to Taxes
Buying a Controlling Interest in Overseas Operating Companies
Controlled Foreign Corporations
Foreign Personal Holding Companies
Tax Planning and Controlling-Interest Investments
Tax Breaks and Financing Options in Puerto Rico
Tax Haven Countries
What Tax Havens Do
Different Types of Tax Havens Worldwide
How Tax Havens Differ from Offshore Financial Centers
Selecting the Right Tax Haven
Strategies for Maximizing Tax Haven Benefits
Appendixes
A. Sample Buy/Sell Stock Purchase Agreement
B. Sample Buyback Agreement between Partners or Shareholders
C. U. S. Home Offices of Multinational Accounting Firms
D. Selected International Banks Handling Investment Banking and
Securities Transactions
E. U. S. and Foreign Commercial Service Offices
F. Country Desk Officers
G. American Chamber of Commerce Offices
H. Selected World Stock Exchanges
I. Cities and States Participating in Eximbank's City-State Agency
Cooperation Program
J. Inter-American Development Bank's Latin American Offices
K. State Government Financing Programs
L. Small Business Innovation Research Funding Sources
M. Some Foundations Awarding Larger Grants and Low-Cost Loans
N. Selected Foreign Banks with U. S. Offices
O. Selected Federal and Private Sources of Information
P. Intermediaries Handling Privatizations in Latin America
Index