Restricted Stock Loans - The True Loan™

You've amassed a substantial equity portfolio, but your status as an insider, or restrictions against new shares makes getting cash, the quintessential form of liquidity, difficult if not impossible to achieve. What exactly is the purpose of wealth, when it cannot be readily used to buy a home, start or expand a business, or invest in a new venture?

The solution is the True Loan™ stock loan, the first and only fully SEC, IRS, UCC and FRB compliant stock loan program offered in private banking to date.

So what is the True Loan™ stock loan? It is the only fully compliant stock lending platform available today in private banking. It simply meets or exceeds the expectations of every rule or body of law within the US with regard to Securities, Taxation, the Uniform Commercial Code, and even Usory law.

The program was specifically developed to allow holders of large amounts of quality restricted securities the ability to leverage the shares and achieve liquidity without having to risk any type of financial or legal repercussions, mainly by virtue of two core features:

  • No Transfer of Ownership - This is the first and most important core feature of the True Loan™platform. By keeping the shares in the borrowers own account, and in the borrowers own name, a Form 4 filing is not legally required. This can greatly protect the borrower's privacy from the shareholder base who may feel that selling is a sign of discontent within the company itself.

    Also, when scrutinized the absence of a transfer has now set the stage for a loan scenario, and not any type of sale, forward or otherwise, thus protecting the enjoyment of certain tax benefits.

    Lastly, because the shares are in your own account (they can even remain in certificate form), it is impossible for the lender to sell, trade, short, pledge, hypothecate, or in any other way touch the shares or expose them to any type of business risk. One can only imagine the peace of mind that a borrower will enjoy with this provision.

  • Limited Recourse Liability - A true loan, by the very legal definition of the word requires that there must be some liability on the part of the borrower. The True Loan™ platform uses a limited recourse provision, to ensure that there is a definable cash based lender/borrower relationship, thus protecting the borrowers status as a bona fide borrower, thereby protecting the right to claim certain tax benefits.

With a True Loan™ stock loan from metroBanc™ Capital Advisors, restricted shareholders can get legitimate liquidity from their asset now, while retaining clear and definable ownership. You can enjoy the tax benefits that come from not having sold or transferred your securities, and have retained the ability to profit from the appreciation of your portfolio should the stock price rise in value as the loan matures.

For more information about a True Loan™ stock loan, please contact our office.
For an online quote request, please use the short form on the right side of this page.

  • Access to Liquidity

    Generally, restricted stock can not be margined nor receive financing based on its own merit. And due to Rule 144, even selling stock isn’t an easy option. However, with the True Loan™ any Affiliate or Non-Affiliate holding restricted shares on an approved exchange now has the ability to legitimately leverage restricted securities in bona fide loan transaction.

  • Shares Remain In Your Name

    Most stock lenders require that you transfer ownership of your collateral or perhaps place your stock into escrow. Although escrow is presumably safer than the full transfer of ownership, in both cases the borrower has taken control of their assets from the one person who is going to protect them best…themselves. With the True Loan™, the securities are full protected first based on the fact that the shares remain in the borrower’s name (not street name) within their own accounts, and, there is a top tier program approved Internationally recognized Broker Dealer overseeing the transaction from the delivery of the term sheet to the end of the loan term. Further, the True Loan™ offers additional policing tools and strategies in favor of the borrower in order to further ensure the safety of collateral even during the event of a default.

  • Full SEC, FRB and UCC Compliancy

    With many stock loans, rules and laws are often violated in some form or another; and where Affiliates are concerned, if restrictive legends are lifted and shares are transferred, there are absolute violations. The True Loan™ is fully compliant with the SEC, U.C.C and FRB bodies of law primarily because there is absolutely no transfer of ownership. However, generally speaking, the overall sophistication of the program forces the True Loan™ to bring all applicable aspects of the law into full view and cause them to commonly converge in order to produce a legally synergistic transaction.

  • Maintain Direct Control of Dividends and Voting Rights

    Most stock lenders require that dividends pay down either interest or principal. The True Loan™ allows a shareholder to not only keep their dividends, but make their own decisions of what they would like to utilize them. With the True Loan™ the shareholder retains their actual voting rights simply due to the fact that the stock never leaves their possession.

  • Completely Private Transaction

    Loans in general are private transactions. However, where an Affiliate is concerned, the transaction only remains private so long as the Affiliate DOES NOT transfer their shares. With the True Loan™, the transaction remains private simply based on the practice of maintaining shares in the name of the borrower, within the borrower’s own account, which in turn means that there are no filings required.

  • Avoid or Defer Tax Consequences

    Money received from a loan is not considered income and therefore doesn’t cause a tax consequence (unless in an event of default). A bona fide loan by legal definition requires that there is some liability on the part of the borrower, otherwise it could be argued that the transaction is in fact a type of sale, which could then have tax ramifications. The True Loan™ uses a limited recourse structure that provides for some liability on the part of the borrower, thereby ensuring the transaction status as a loan, thus protecting the borrower from tax consequences.

For more information about a True Loan™ stock loan, please contact our office.
For an online quote request, please use the short form on the right side of this page.

True Loan™ Terms

  • 1, 2, 3 and 5 year terms may be available
  • LTV's from 35-80%
  • Interest rates starting at 4.99%
  • Payments are quarterly, simple interest only with a balloon payment at end of term
  • Limited Recourse transaction guarantees status as a loan and not a sal

True Loan™ Lending Criteria

  • Shares MUST trade on the NYSE, NASDAQ, or NYSE Alternext (AMEX)
  • Shares must have been held for at least six months
  • Security must have a minimum 250MM market cap
  • Security must have a minimum $2.00 share price
  • Net loan amount must equal $250,000 or better
  • The program is available to top officers and 13D filers

For more information about a True Loan™ stock loan, please contact our office.
For an online quote request, please use the short form on the right side of this page.

  • Why would I want or need a stock loan?
  • Why not a margin loan?
  • What are the LTV's?
  • What are the interest rates?
  • Is the interest rate fixed?
  • What kind of securities can I borrow against?
  • What is the eligibility criteria for the stock?
  • Can I borrow against more than one stock?
  • Can I borrow using options?
  • Is there a minimum or maximum amount I can borrow?
  • Will anyone be notified of the loan?
  • Is my personal credit checked?
  • Will ownership of the stock be transferred to the lender?
  • How long does the loan take to close?
  • Are there restrictions on the proceeds?
  • What about my voting rights and dividends?
  • Can I prepay the loan early? Is there a fee?

Why would I want or need a stock loan?

Lets start by looking at the alternatives..You could sell your shares or options, but that's rarely the most advantageous way to gain liquidity. Once they're sold, you can't benefit from further gains in their market value. Your need for cash may not coincide with a good share price. Selling may also generate tax liabilities, substantially reducing realized gains. If you are a top officer, you know that selling can cause unrest with shareholders, and other insiders as well, and usually is not the best course of action, unless left with no other choice. More than anything you want to remain compliant and not make any moves that can come back to haunt yourself or your company.

You could possibly borrow against your equity assets through a bank or broker, (if your shares are of a very high calibre), but typically, you'd only be able to extract about half of their value, and there's the added risk of a margin call, which is essentially a full recourse environment, which means full liability on your end.. So what to do?

There is a better way. metroBanc™ Capital Advisors is proud to be the first to offer holders of restricted securities, the True Loan™ Stock Loan. The True Loan™ is a fully SEC, IRS, FRB and UCC compliant loan transaction, that is 100% private with no filings, interest rates as low as 4.99%, and unlimited loan size.  Because it is a loan and not a sale, there is also no tax consequence.  Shares remain in the borrowers name, and the proceeds can be used to recapitalize an existing business, purchase real estate, or make that once in a lifetime purchase.

Why not a margin loan?
A margin loan has terms that are poor in comparison to a True Loan™ stock loan. Start with the fact that margin loans are capped at 50% LTV with FULL recourse in the event of a default, whereas the True Loan™ can have an LTV as high as 80% with only a small limited recourse liability on the part of the borrower.

What are the LTV's?
Typically the LTV's on restricted shares will fall between 35-80%, with the highest LTV's going to stocks with higher price, larger market cap, higher daily volume, and longer trading history. A higher LTV is not always in the best interest of the borrower and a prudent lender will attach a sensible LTV based on the security pledged.
What are the interest rates?
Interest rates can be as low as 4.99%, as high as up to 10% or more depending on the strength or potential weakness of the deal. A lower interest rate is not always in the best interest of the borrower and a prudent lender will attach a sensible interest rate based on the security pledged.
Is the interest rate fixed?
Yes. The True Loan™ uses fixed rates, with quarterly interest only payments.
What kind of securities can I borrow against?
We will accept most shares trading on the NYSE, NASDAQ, and NYSE Alternext (AMEX). Currently, we are not accepting OTC's or foreign exchanges.
What is the eligibility criteria for the stock?
We will look at every restricted stock on a case by case basis, however you can learn more about the basic eligibility requirements by clicking on the True Loan™ Terms and Criteria tab located at the top of this page.
Can I borrow against more than one stock?
Yes. We will look at a portfolio of securities.
Can I borrow using options?
Yes. We will arrange up front funding in order to convert the options into shares, and fund the difference to the borrower at closing of the stock loan.
Is there a minimum or maximum amount I can borrow?
$500K minimum, and there is no maximum.
Will anyone be notified of the loan?
No, the loan is completely private. The only individuals that may be made aware of the transaction will be at the borrowers discretion such as counsel, accounting professionals, etc. To learn more about this and other unique stock loan benefits, please click here.
Is my personal credit checked?
No. There are no credit checks, referrals, background checks, asset or lien checks, etc. We require only limited information in order to originate a stock loan.

Will ownership of the stock be transferred to the lender?
Absolutely not. The shares will be required to stay in the borrowers name, in the borrowers account, and can even remain in cert form. The lender will have zero access to the shares.

How long does the loan take to close?
A True Loan™ stock loan takes longer to fund than a typical free trading stock loan, due to a more rigorous compliance process. Typically, the loan can fund in as little as 30 days from inception.
Are there restrictions on the proceeds?
Only that the proceeds cannot be used to purchase marginable securities.
What about my voting rights and dividends?
Since there was never any transfer of ownership, all voting rights and dividendswill be retained by the borrower.
Can I prepay the loan early? Is there a fee?
Yes. The True Loan™ does provide the borrower with a pre-pay option, with a sliding scale fee attached.

 

Restricted Stock Loan Parameters
Up Front Fees: None
Personal Credit Check None
Minimum Loan Amount: $500,000
Maximum Loan Amount: No maximum
LTV: 35% - 80%
Interest Rate Starting at 4.99%
US Exchanges: NYSE, NASDAQ, and NYSE Alternext (AMEX) only
Private Transaction: Yes
Recourse Option: Limited Recourse
Use of Options: Yes
Restriction on Proceeds? Proceeds cannot be used to purchase marginable securities

To learn more about stock loans, please also visit:

For more information about a stock loan, please contact our office.
For an online quote request, please use the short form on the right side of this page.

LTV's up to 85%
Rates as low as sub-prime
Completely private transaction
Non or limited recourse
Retain control of voting rights and dividends
Access liquidity and hedge market downturn
Avoid or defer tax consequences
   
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