In a mutant economic and financial context, characterized by the uncertainty and the intensification of competition between an increasingly reduced number of modern and efficient companies, these latter are led to find specialized and tailor-made solutions to increasingly difficult and complex decision-making. This has led to the emergence of a new banking approach, more oriented towards advice and services and towards a new profession, that of financial engineering, which is also interested in business leaders with their own arrangements for managing their wealth. private and professional, often closely intertwined.
Financial engineering is a specialization that lies at the crossroads of the actuarial, financial, economic, legal and tax fields. It can be defined as the ability to imagine and implement financial arrangements perfectly suited to the needs and specific objectives of economic agents and at minimum cost. In fact, talking about financial engineering amounts to evoking an abundance of extremely diverse issues: mergers and acquisitions (A&M), partial asset disposals, shareholder restructuring, active and passive restructuring of the balance sheet, reorganization of a group. its practice also requires a good understanding of the decision-making process in terms of strategy as well as an aptitude for negotiation techniques.
FINANCIAL ENGINEERING: GENERAL FRAMEWORK
Definition of financial engineering (FI)
FI can be understood as all the methods and techniques used to make the company financially viable beyond its mutations, while preserving its solidity of its balance sheet, the cohesion of its shareholding and the adequacy between finance and capital. It is specifically the art and the way of combining and organizing different disciplines and skill areas in order to best meet the expectations of shareholders or partners, investors, companies and their managers.
It is therefore above all a technique, a method of apprehending companies and their environment created in the service of capital in the broad sense of the term.
However, like any other technique, mastery of FI is acquired and perfected by practice and experience.
The interest and the object of financial engineering
The company, born from the conjunction of individual wills in the realization of common project, can survive and develop only if throughout its course it succeeds in arbitrating between, on the one hand, the diffuse if not divergent interests of each stakeholder in the capital and, on the other hand, the collective interest which it represents; However, it is not uncommon to see companies disappear following disagreements within management bodies, between minority and majority partners or even because of the damaging predominance of individual interest to the detriment of collective interest.
The essential role of the FI is to analyze these various interests and the forces involved in order to identify one or more problems that it is trying to solve with instruments specific to this technique (financial, legal and fiscal instruments).
The financial engineer
This profession combines and integrates various specialties such as financial analysis, taxation, business economics and law.
Indeed, a financial engineer is a person who masters a set of activities, essentially intellectual, whose purpose is to optimize a financial investment in these technical realization processes and in its management.
It is a specialist, and more particularly in banking, corporate finance and market finance who is responsible for establishing and optimizing complex financing arrangements, combining various financial instruments, calling upon to several financial institutions and which pays particular attention, while limiting financial risks than optimizing profitability.
However, it would be completely illusory to think that the financial engineer could be impartial. On the contrary, it is only after having fully identified his client that he seeks to defend his interests.
The fields of financial engineering
The FI was born from the desire for some to acquire power and from the need for others (its holders) to better control and organize it, to consolidate it by dissociating it if necessary capital, but also by structuring it and carefully organizing its transmission.
operations IF operations are therefore all operations that directly or indirectly affect capital, its organization, its structure, its transmission and even its creation. To do this, we find, whatever the operation concerned, obligatory passage points which constitute as many stages of an IF mission. It is first, the collection of all the data necessary for the definition of the context. of the operation. It is then the analysis of the information thus collected, then the establishment of a diagnosis of the situation, itself often followed by an assessment either of the company as a whole, or of elements of this company. Finally, it is the arrangement corresponding to the operation in question (merger, transmission, redistribution of capital, reorganization of financial flows within a company …) and its legal validation.
A well-conducted mission necessarily implies very close links between diagnosis, evaluation and legal finalization.
First of all, a financial instrument must be familiar with the following tools to carry out its mission:
- Financial instruments: stocks, bonds, convertible bonds, options, swaps, etc.
- Legal instruments: holding company, shareholders’ agreements, etc.
- Tax instruments: parent-subsidiary scheme, tax consolidation, donations, etc.
Indeed, financial arrangements are essential in supporting the internal and external growth of a company, sometimes aiming to save capital. This is how the engineering of the combination or development makes it possible to analyze in detail the merger-acquisition operations (A&M), which are analyzed as a sale followed by an increase in the capital of the acquiring company reserved for shareholders. of the company sold, and public offer operations, which is an operation launched by a company, a financial group or another institution, in the form of a proposal made to the public to buy from it (OPA), exchange (OPE) or resell (OPRA) a certain number of securities of a company, within the framework of precise, regulated and controlled procedures. It also consists in putting into perspective group and external growth strategies as well as value management.
Arrangements without change of control
This is essentially the opening of capital. This is how we can speak of:
- The opening of capital to investors: this is venture capital which is an investment activity in equity or similar, often extended to operations for the transfer of companies which involves risk sharing between companies and financial partners;
- The opening of capital to the public: first of all, the IPO, call to market, pipe, etc. ;
- The opening of capital to employees: stock options, BSPCE, savings plan, etc.
Financial arrangements with modification of control
This involves restructuring corporate liabilities which is imperative for optimizing the financial structure, taking into account financial constraints and the balance of power between shareholders and managers. They also relate to balance sheet restructuring, which are techniques for reducing the size of the balance sheet, making it possible to take out an asset or a liability in order to give the appearance of less debt or to optimize profitability ratios. IAS / IFRS standards make these types of arrangements more difficult.
For the restructuring of the company’s liabilities, we can question the financing of LBOs (Leveraged Buy Out) which is an operation to buy back the shares of a company financed by a very large share of debt. Concretely, a holding company is set up, which goes into debt to buy the target. Le holding paiera les intérêts de sa dette et remboursera celle-ci grâce aux dividendes réguliers ou exceptionnels provenant de la société rachetée. Alors que pour la restructuration du bilan, on peut évoquer la titrisation qui consiste un montage financier qui permet à une société d’améliorer la liquidité de son bilan. Techniquement, des actifs sélectionnés en fonction de la qualité de leurs garanties sont regroupés dans une société ad hoc qui en fait l’acquisition en se finançant par l’émission de titres souscrits par des investisseurs. L’entité ainsi créée perçoit les flux d’intérêts et de remboursement sur les créances qu’elle a achetées aux banques et les reverse aux investisseurs via le paiement d’intérêts et le remboursement de leurs titres.
En guise de conclusion, il faut signaler qu’il existe aussi une ingénierie de marché qui s’intéresse à la gestion du risque qui est capital pour les entreprises. Les techniques financières à l’attention des directeurs financiers, banquiers ou trésoriers ont considérablement évolué ces dernières années avec l’apparition de produits de plus en plus sophistiqués.