Jason W. Smith is Head of Truist Dealer Commercial Services and Rick Schmersal is Senior Vice President, Truist Corporate Finance Group. Keith Roberts is Managing Director, and Jeremy Wilson is Director at Truist Securities.

Growth-oriented, private, franchised dealer groups are driving consolidation in auto retailing. With the trend now firmly entrenched across the industry, these large dealer groups need access to capital to fund scaled growth—in many cases, more capital than traditional single bank financing alone can provide. As industry-wide consolidation continues, dealers are exploring novel capital sources to fuel their scaling strategy.

Consolidation has reshaped the top 125 dealer groups since 2010.Disclosure 1

Responses from employees
2010 2024
Total revenues $122 BN $383 BN
Total number of dealerships 2,384 4,602
Median group revenue $461 MN $1,663 MN
Median number of dealerships per group 12 21

Loan syndication to meet progressive financing needs

As businesses grow and their capital needs expand, their sources of funding often progress as well. Dealers’ capital needs typically evolve from a single bank (or a handful) all providing individual bank financing to loan syndications with multi-lender credit facilities. 

Loan syndications have a record of providing capital to other industries, but only recently have they played a meaningful part in private, auto dealer financing. The number of loan syndications for private dealers has increased significantly as auto retailers’ needs for growth capital have soared with the consolidation we are seeing in the industry. Syndicated facilities allow larger players a more efficient way to buy smaller family-owned dealer groups.

Loan syndication provides growth-minded dealer groups with a committed source of capital that allows them to execute seamlessly on strategic initiatives. This funding approach consolidates the three primary components of the capital structure—floor plan, real estate, and blue-sky loans—into a single credit agreement with multiple lenders sharing commitments on a pro rata basis. 

The multi-year, capital commitment offers additional capacity to fund ongoing growth initiatives, providing peace of mind while making the funding strategy easier to execute. Although multiple lenders participate in the syndicate providing the loan, dealers only need to negotiate with the administrative agent bank that manages the entire syndication process and coordinates with the other lenders. 

The syndication process can be more complex and take multiple weeks when coupled with real estate due diligence—the most time-consuming element. There are also upfront costs to document and execute a more sophisticated capital structure. Plus, syndicated loans typically include safeguards that limit how dealers can use the borrowed funds.

The step beyond loan syndications: high-yield debt

The challenge today is that neither single bank financing, nor multi-lender capital sourcing via syndicated credit facilities, can support capital demands at the level many large dealer groups require. Banks have a limit on their lending capacity. And large, private dealer groups may reach a point where their capital needs exceed both what single bank and syndicated loans can provide.

To fund additional growth beyond what syndications can offer, dealers can turn to high-yield debt to supplement (or replace) other capital sources. Issuing high-yield debt gives dealers access to a broad and deep pool of institutional investors who can tap into larger sources of capital. This potential funding stream reduces dealers’ reliance on a single type of financing and introduces capital that comes with fewer covenants and restrictions than bank funding, while providing a fixed rate instrument with no amortization requirements.

High-yield debt can be used for a variety of growth and strategic initiatives, including expansion, acquisitions, refinancing existing debt, or funding new projects.

In addition to greater flexibility, high-yield bonds offer dealers the chance to raise capital faster, with a straightforward process. High-yield debt typically has a longer maturity period as well, allowing dealers to lock in financing and avoid the need to refinance as often. When the time to repay investors does come around, meeting its debt obligations can boost the dealer group’s credit profile.

High-yield debt has its drawbacks—notably cost. Interest rates on dealer-issued bonds are higher than those for syndicated loans, and that extra expense comes on top of substantial origination, legal, reporting, and rating agency fees. There’s also the burden of debt management to consider. While it’s relatively quick and straightforward for dealer groups to raise funds by issuing high-yield debt, managing high-yield debt reporting requires more sophisticated financial instruments.

When should private dealer groups consider high-yield debt?

High-yield debt is not a replacement for loan syndication but rather another source of capital that complements syndicated bank loans. It’s certainly not the right solution for all dealers. But if your plans have outgrown what traditional bank financing can provide—even with a syndication—then high-yield debt may offer the best fit with your growth plans. 

When you’re a private company with capital needs commensurate with public companies, high-yield debt is often an appropriate solution. At that stage, fulfilling the requirements to access high-yield debt may align with the company’s overall growth and evolution, positioning the business for its next phase. High-yield finance infrastructure requirements, with more sophisticated compliance and reporting demands, are invariably a step along the path toward going public.

Do you have the capital you need to build the business you want?

Talk to your Truist Dealer Services relationship manager about your plans for accessing the capital your organization needs to grow. Our auto retailer industry experts and Truist Securities syndication and high-yield debt specialists can help you explore your options to find the capital that best fits your dealership’s needs.

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