Liquidity, Free Float and Borrowing Capacity
When a private lender assesses a securities-backed financing request, two variables sit at the heart of every credit decision: how liquid the shares are in the open market, and how much of the company’s equity actually trades freely. Both directly shape the maximum advance a borrower can expect.
Defining liquidity in a lending context
In the context of securities-backed lending, liquidity refers to the ease and speed with which a lender could sell pledged shares in the open market without materially moving the price against itself. A highly liquid share — one traded in significant daily volume on a major exchange — can be realised quickly at or close to market price. A thinly traded share, even in a substantial company, may require days or weeks to liquidate in meaningful size, and attempting to do so rapidly could depress the price significantly. Lenders price this risk directly into the loan-to-value ratio: the less liquid the collateral, the lower the advance relative to market value, and the greater the discount built into the facility to absorb potential realisation risk.
Free float and its effect on credit assessment
Free float — the proportion of a company’s outstanding shares that is not held by strategic shareholders, insiders, government entities, or other restricted holders — is a closely related but distinct variable. A company may have a large market capitalisation but a small free float if the founding family retains sixty or seventy per cent of the shares. In that case, the daily trading volume represents a fraction of total shares in issue, and any attempt to sell a large block would have an outsized market impact. For a lender holding pledged shares as collateral, a restricted float is a material risk factor: it compresses the practical market depth available for realisation and may also signal that the company’s governance is concentrated in a small group of insiders.
How these factors translate into LTV ratios
Lenders translate liquidity and free-float assessments into loan-to-value ratios through a combination of quantitative screens and qualitative judgement. A blue-chip share with deep daily liquidity and a broad free float may attract an LTV at the higher end of the typical range — often sixty to seventy per cent of market value. A mid-cap share with moderate liquidity and a tighter float may attract an LTV in the forty to fifty-five per cent range. Shares with very low free float, limited daily volume, or listed on less liquid exchanges may fall outside lending parameters entirely, or require additional structural protections such as a lower LTV, a shorter tenor, or specific covenants. There is no universal formula; assessment is necessarily case-by-case.
Pledging a large block relative to free float
A particular challenge arises when the shares being pledged represent a significant proportion of the total free float. Even if the individual borrower does not hold a controlling stake, pledging a block equivalent to several months of average daily volume means a lender would face substantial market impact if it ever needed to realise the collateral. This concentration risk is reflected in the advance rate offered. Borrowers in this situation — often founders, executives, or anchor investors with large but not controlling positions — should expect a more conservative LTV and a lender who will spend considerable time modelling realistic realisation scenarios before committing terms.
Black Haven’s approach to collateral analysis
Black Haven Investments conducts detailed liquidity and free-float analysis on every facility it considers, acting at all times as principal lender rather than as an intermediary. The analysis covers average daily volume over multiple time horizons, free-float data from company filings and exchange disclosures, any known insider lock-ups or regulatory restrictions on transfer, and the liquidity profile of comparable companies in the same sector and market. This work forms the foundation of the terms offered. Borrowers benefit from that rigour because it means the facility is genuinely priced to the risk of their specific collateral, rather than being a generic product applied indiscriminately.
Frequently asked.
01Why does free float matter more than market capitalisation for a lender?
02Can shares with low liquidity still be financed by Black Haven?
03How is average daily volume calculated for these purposes?
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