Keepwell Agreement

Categories: Company Management

It’s not easy being a parent company, but here at Coolest Conglom, Inc., we try to take care of our subsidiary companies. We help out with their debt. We invest in their projects. And in some cases, like with our newest subsidiary, Lit Llamas (trendy llama-themed gear for the outdoor enthusiast, of course), we even enter into keepwell agreements.

A “keepwell agreement” is basically an agreement between a parent company and a subsidiary saying that the parent company is going to take care of all the subsidiary’s expenses and financial obligations for a given period of time.

We know that Lit Llamas has a solid business plan—who wouldn’t want a 40-liter waterproof hiking backpack with adorable smiling llamas all over it?—but we also know that their current capital isn’t going to carry them through their new product launch, so we make them a deal: Coolest Conglom will cover all their expenses and make sure their equity ratio is solid for the next twelve months. In addition, we promise to back any additional loans or financing they need to secure within that period. Not only does this mean Lit Llamas will be able to get their product line off the ground, but it also means they’ll look better to outside investors, since Coolest Conglom has their financial back.

If this sounds like a superb deal for Lit Llamas, it is. The only thing those llama-loving business folk need to be aware of is that keepwell agreements are usually not legally binding. If, for some reason, Coolest Conglom decides not to honor the agreement, Lit Llamas and its shareholders can come after them for reneging, especially if that renege ends up causing Lit Llamas to default on payments it owes. But depending on the terms of the agreement, they might not get too far.

Related or Semi-related Video

Finance: What is a Holding Company?6 Views

00:00

Finance a la shmoop what is a holding company? okay okay enough of that [Man and woman crying in each others arms]

00:08

different kind of holding company your great grandpappy Milton died and left

00:13

you 20 million bucks you've always wanted to own your own bar or like 20 of

00:18

them so you hop in your f150 which you lovingly named Roscoe and you buy 20

00:24

bars for a million dollars each but they produce so much cash that well a year

00:29

later you have five million bucks to spend on more bars but you're kind of [Car drives between bars across the US]

00:34

done with driving all over creation in old Roscoe there so you buy a mega

00:39

distillery and then you buy a DJ music management company and then you buy an

00:45

insurance company specializing in insuring bars you know it's a lot of

00:50

pool tables and fights that happens in that way in movies anyway and then you [Man punches a man at a pool table]

00:54

buy a pool cue stick supply company because well in those fights they

00:58

always seem to be the first thing to break each of these businesses exist

01:02

separately and makes money on its own so you have a whole pile of assets here

01:08

kind of different divisions they're pretty well separated in each of which

01:12

kind of lives on its own but it's happy to have a dotted line relationship with

01:15

the other companies that are sort of in the family and you note that in any [Person highlights day in the calendar]

01:19

given year one company might be very profitable while another might be losing

01:23

money so you come up with a clever idea of having a holding company put all of

01:29

the assets into one legal entity framed as an operating company so that taxable

01:35

gains from one division can be efficiently offset by losses from

01:40

another and the party rages on so this is a pretty common structure in [People partying at a club]

01:44

industries where one hand kind of sort of washes the other

01:47

check out all the little companies that comprise Time Warner, HBO, Turner, TBS and

01:54

kind of part of Hulu and on and on and on and what about alphabet you have a

01:58

holding company for Google yeah well there's you know YouTube and nest labs

02:02

and calico and WayMo a bunch of other stuff so yeah a holding company holds

02:07

other companies and a lot of times it's done just for tax optimization and for

02:13

friendly dealings among the various partners got it when things aren't going well well [Man and woman crying]

02:17

and it's a different kind of holding company and there's a whole lot of

02:20

crying....

Find other enlightening terms in Shmoop Finance Genius Bar(f)