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What is a leveraged loan? Get answers to this and many more questions about leveraged loans from our industry primer below.
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A leveraged loan is a commercial loan provided by a group of lenders. It is first structured, arranged, and administered by one or several commercial or investment banks, known as arrangers. It is then sold (or syndicated) to other banks or institutional investors. Leveraged loans can also be referred to as senior secured credits.
LCD’s Primer/Almanac details the main leveraged loan market mechanics and historical trends, and is aimed at those new to or interested in the leveraged loan asset class. We invite you to take a look.
A good place to start? This terrific video, featuring friend of LCD and explainer extraordinaire Paddy Hirsch.
And for a broader view of how leveraged finance works – supporting a gigantic leveraged buyout, say – Paddy’s got a great video explaining that, too.
Just what qualifies as a leveraged loan is a discussion of long standing.
Some participants use a spread cut-off. For example, any loan with a spread of at least LIBOR+125, or maybe LIBOR+150, would qualify as “leveraged.”
Others use rating criteria: any loan rated BB+ or lower would qualify.
But what of loans that are not rated?
At LCD we have developed a more complex definition. We include a loan in the leveraged universe if:
it is rated BB+ or lower or
it is not rated or rated ‘BBB-‘ or higher but has
(1) a spread of LIBOR +125 or higher and
(2) is secured by a first or second lien
Under this definition, a loan rated BB+ that has a spread of LIBOR+75 would qualify as leveraged, but a nonrated loan with the same spread would not.
It is hardly a perfect definition, but one that LCD thinks best captures the spirit of loan market participants when they talk about “leveraged loans.”
The global leveraged loan market has grown consistently since its humble beginnings, some decades ago, to become a full-fledged asset class and an indispensable component of the corporate finance, M&A, and leveraged buyout landscapes.
Indeed, the S&P/LSTA Loan Index, broadly used as a proxy for market size in the U.S., totaled some $1.375 trillion at February 2022, the most ever, after growing every year since dipping to $497 billion in 2010, when the market was still licking wounds incurred in the financial crisis of 2007/08.
As in the U.S., the European leveraged loan market grew to record size in 2022, totaling some €270 billion.
While the European segment lacks the loan fund investor component that bolsters U.S. activity, CLO issuance has boomed in this segment, driving the market.
KKR’s $25 billion acquisition of RJR Nabisco was the first – and remains the most (in)famous – of the high-flying LBOs. Struck during the loan market’s formative days, the RJR deal relied on some $16.7 billion in loan debt.
Starting with the large leveraged buyout (LBO) loans of the mid-1980s, the leveraged/syndicated loan market has become the dominant way for corporate borrowers (issuers) to tap banks and other institutional capital providers for loans. The reason is simple: Syndicated loans are less expensive and more efficient to administer than traditional bilateral – one company, one lender – credit lines.
Arrangers serve the time-honored investment-banking role of raising investor dollars for an issuer in need of capital. The issuer pays the arranger a fee for this service and, naturally, this fee increases with the complexity and riskiness of the loan.
As a result, the most profitable loans are those to leveraged borrowers – those whose credit ratings are speculative grade (traditionally double-B plus and lower), and who are paying spreads (premiums above LIBOR or another base rate) sufficient to attract the interest of nonbank term loan investors, (that spread typically will be LIBOR+200 or higher, though this threshold rises and falls, depending on market conditions).
By contrast, large, high-quality, investment-grade companies – those rated triple-B minus and higher – usually forego leveraged loans and pay little or no fee for a plain-vanilla loan, typically an unsecured revolving credit instrument that is used to provide support for short-term commercial paper borrowings or for working capital (as opposed to a fully drawn loan used to fund an acquisition of another company).
In many cases, moreover, these highly rated borrowers will effectively syndicate a loan themselves, using the arranger simply to craft documents and administer the process.
For a leveraged loan, the story is very different for the arranger. And by different we mean more lucrative.
A new leveraged loan can carry an arranger fee of 1% to 5% of the total loan commitment, depending on
Merger and acquisition (M&A) and recapitalization loans will likely carry high fees, as will bankruptcy exit financings and restructuring deals for struggling entities. Seasoned leveraged issuers, in contrast, pay lower fees for re-financings and add-on transactions.
Because investment-grade loans are infrequently drawn down and, therefore, offer drastically lower yields, the ancillary business that banks hope to see is as important as the credit product in arranging such deals, especially because many acquisition-related financings for investment-grade companies are large, in relation to the pool of potential investors, which would consist solely of banks.
Once the loan issuer (borrower) picks an arranging bank or banks and settles on a structure of the deal, the syndications process moves to the next phase. The “retail” market for a syndicated loan consists of banks and, in the case of leveraged transactions, finance companies and institutional investors such as mutual funds, structured finance vehicles and hedge funds.
Before formally offering a loan to these retail accounts, arrangers will often read the market by informally polling select investors to gauge appetite for the credit.
Based on these discussions, the arranger will launch the credit at a spread and fee it believes will “clear” the market.
Until 1998, this would have been all there is to it. Once the pricing was set, it was set, except in the most extreme cases. If the loan were undersubscribed – if investor interest in the loan was less than the amount arrangers were looking to syndicate – the arrangers could very well be left above their desired hold level.
As of 1998, however, the leveraged issuers, arrangers and investors adopted a “market flex” model, which figures heavily in how the sector operates today. Market Flex is detailed in the following section.
After the Russian debt crisis roiled the markets in 1998, loan arrangers adopted “price-flex” language when syndicating a credit to potential investors. Price-flex, or market-flex, allows arrangers to change the pricing of a loan based on investor demand—in some cases within a predetermined range—as well as shift amounts between various tranches of a loan, as a standard feature of loan commitment letters.
Price-flex language, in a single stroke, pushed the loan syndication process, at least in the leveraged arena, across the Rubicon to a full-fledged capital markets exercise.
Initially, arrangers invoked flex language to make loans more attractive to investors by hiking the spread or lowering the price (as in original-issue discount). This was logical after the volatility introduced by the Russian debt debacle. Over time, however, market-flex became a tool either to increase or decrease pricing of a loan, based on investor demand.
Price flexes can be a good barometer of just how hot (or cold) the leveraged loan market is at any given time. If there are more issuer-friendly flexes (where a loan’s pricing is reduced during syndication) than investor-friendly flexes (where pricing is increased) the market probably is hot, with more demand for leveraged loan paper than there is supply. This was the case throughout 2021, as detailed in the above chart, as investor cash flowed into the loan market in anticipation of rising rates, which typically benefit this floating-rate asset class. The tide turned in late February 2022, however, as Russia invaded Ukraine and fears regarding inflation injected volatility to the markets.
Following the example above, if the loan is oversubscribed at LIBOR+250, the arranger may slice the spread further. Conversely, if it is undersubscribed, even at LIBOR+275, then the arranger may be forced to raise the spread to bring more money to the table.
There are three main types of LBO deals:
2) Platform acquisitions
Transactions in which private-equity-backed issuers buys a business that they judge will be accretive by either creating cost savings and/or generating expansion synergies.
3) Strategic acquisitions
These are similar to a platform acquisitions but are executed by an issuer that is not owned by a private equity firm.
A leveraged loan backing a recapitalization results in changes in the composition of an entity’s balance sheet mix between debt and equity either by (1) issuing debt to pay a dividend or repurchase stock or (2) selling new equity, in some cases to repay debt.
Some common examples:
Refinancing
Simply put, this entails a new loan or bonds issue to refinance existing debt.
General Corporate Purposes
These deals support working capital, general operations and other business-as-usual purposes.
Build-outs
Build-out financing supports a particular project, such as a utility plant, a land development deal, a casino or an energy pipeline.
Repricings were a major story in the U.S. leveraged loan market over the past year and half. With institutional investors flush with cash – thanks to continued inflows to loan funds and ETFs – issuers took advantage of market demand to cut interest rates on existing loans, often by 100 bps (and some made return trips to market, usually after a deal’s six-month call premium fell away). There was an unprecedented $100 billion of this activity in January alone, with the repricing volume in subsequent months dwarfing previous repricing peaks. Of course, repricing a loan is attractive to an issuer only when new-issue loans spreads are lower than what an issuer is paying on existing debt. In July 2018, new-issue loan spreads bottomed out, then rose noticeably, above a point where many companies where paying on existing loans. Hence, repricing activity completely vanished.
Leveraged loan repricings are just that: An issuer approaches institutional investors, via an arranger, to lower the interest rate on an existing credit, as opposed to refinancing an existing deal, which requires a more formal syndications process, and documentation (that being said a small portion of repricings are completed for a resyndication process).
Why would institutional investors agree to what amounts to a money-losing enterprise? In times of high demand for leveraged loan paper, they might have little choice. Investors, in times of inflows to market, are loath to sit on cash if there’s actual return to be had.
In an underwritten deal the arrangers guarantee the entire amount committed, then syndicate the loan.
If the arrangers cannot get investors to fully subscribe the loan, they are forced to absorb the difference, which they may later try to sell sell. This is achievable, in most cases, if market conditions – or the credit’s fundamentals – improve. If not, the arranger may be forced to sell at a discount and, potentially, even take a loss on the paper (known as “selling through fees”). Or the arranger may just be left above its desired hold level of the credit.
So, why do arrangers underwrite loans? Two main reasons:
Offering an underwritten loan can be a competitive tool to win mandates.
Underwritten loans usually require more lucrative fees because the agent is on the hook if potential lenders balk.
Of course, with flex-language now common, underwriting a deal does not carry the same risk it once did, when the pricing was set in stone prior to syndication.
In a “best-efforts” syndication the arranger group commits to underwrite less than the entire amount of the loan, leaving the credit to the vicissitudes of the market. If the loan is undersubscribed, the credit may not close, or may need major surgery – such as an increase in pricing or additional equity from a private equity sponsor – to clear the market.
Traditionally, best-efforts syndications were used for riskier borrowers or for complex transactions.
A “club deal” is a smaller loan (usually $25 million to $100 million, but as high as $150 million) that is pre-marketed to a group of relationship lenders.
The arranger is generally a first among equals, and each lender gets a full cut, or nearly a full cut, of the fees.
Before awarding a mandate, an issuer might solicit bids from arrangers. The banks will outline their syndication strategy and qualifications, as well as their view on the way the loan will price in market.
Once the mandate is awarded, the syndication process starts.
The arranger will prepare an information memo (IM) describing the terms of the transactions. The IM typically will include an executive summary, investment considerations, a list of terms and conditions, an industry overview, and a financial model. Because loans are not securities, this will be a confidential offering made only to qualified banks and accredited investors.
If the issuer is speculative grade and seeking capital from non-bank investors, the arranger will often prepare a “public” version of the IM. This version will be stripped of all confidential material, such as financial projections from management, so that it can be viewed by accounts that operate on the public side of the wall, or that want to preserve their ability to buy bonds, stock or other public securities of the particular issuer (see the Public Versus Private section below).
Naturally, investors that view materially nonpublic information of a company are disqualified from buying the company’s public securities for some period of time.
As the IM is being prepared the syndicate desk will solicit informal feedback from potential investors regarding potential appetite for the deal, and at what price they are willing to invest. Once this intelligence has been gathered the agent will formally market the deal to potential investors.
Arrangers will distribute most IMs—along with other information related to the loan, pre- and post-closing – to investors through digital platforms. Leading vendors in this space are Intralinks, Syntrak and Debt Domain.
The IM typically contain the following sections:
Most new acquisition-related loans kick off at a bank meeting, wherepotential lenders hear management and the private equity/sponsor group (if there is one) describe what the terms of the loan are and what transaction it backs. Understandably, bank meetings are more often than not conducted via a Webex or conference call, although some issuers still prefer old-fashioned, in-person gatherings.
Whatever the format, management uses the bank meeting to provide its vision for the transaction and, most important, tell why and how the lenders will be repaid on or ahead of schedule. In addition, investors will be briefed regarding the multiple exit strategies, including second ways out via asset sales. (If it is a small deal or a refinancing instead of a formal meeting, there may be a series of calls. or one-on-one meetings with potential investors.)
Once the loan is closed, the final terms are then documented in detailed credit and security agreements. Subsequently, liens are perfected and collateral is attached.
Loans, by their nature, are flexible documents that can be revised and amended from time to time. These amendments require different levels of approval (see Voting Rights section). Amendments can range from something as simple as a covenant waiver to as complex as a change in the collateral package, or allowing the issuer to stretch out its payments or make an acquisition.
There are three primary investor consistencies for leveraged loans:
Institutional investors can comprise different, distinct, important investor segments, such as CLOs (collateralized loan obligations) and mutual funds.
Each segment is detailed below.
A bank investor can be a commercial bank, a savings and loan institution, or a securities firm that usually provides investment-grade loans. These are typically large revolving credits that back commercial paper or general corporate purposes. In some cases they support acquisitions.
For leveraged loans, banks typically provide unfunded revolving credits, letters of credit (LOCs) and – less and less, these days – amortizing term loans, under a syndicated loan agreement.
Finance companies have consistently represented less than 10% of the leveraged loan market, and tend to play in smaller deals – $25 million to $200 million.
These investors often seek asset-based loans that carry wide spreads. These deals often require time-intensive collateral monitoring.
Institutional investors in the loan market usually are structured vehicles known as collateralized loan obligations (CLOs) and loan participation mutual funds (known as “Prime funds” because they were originally pitched to investors as a money market-like fund that would approximate the Prime rate).
In addition, hedge funds, high-yield bond funds, pension funds, insurance companies, and other proprietary investors do participate opportunistically in loans focusing usually on wide-margin (or “high-octane”) paper.
CLOs are special-purpose vehicles set up to hold and manage pools of leveraged loans.
The special-purpose vehicle is financed with several tranches of debt (typically a ‘AAA’ rated tranche, a ‘AA’ tranche, a ‘BBB’ tranche, and a mezzanine tranche) that have rights to the collateral and payment stream, in descending order. In addition, there is an equity tranche, but the equity tranche usually is not rated.
CLOs are created as arbitrage vehicles that generate equity returns via leverage, by issuing debt 10 to 11 times their equity contribution.
There are also market-value CLOs that are less leveraged – typically 3 to 5 times. These vehicles allow managers greater flexibility than more tightly structured arbitrage deals.
CLOs are usually rated by two of the three major ratings agencies and impose a series of covenant tests on collateral managers, including minimum rating, industry diversification, and maximum default basket. Of note: As the LSTA points out, default incidence of CLOs is extraordinarily low.
Still don’t understand? Why not have a drink – some champagne perhaps – with friend of LCD Paddy Hirsch while he explains CLOs.
Loan mutual funds are how retail investors can access the loan market. They are mutual funds that invest in leveraged loans. These funds – originally known as Prime funds, because they offered investors the chance to earn the Prime interest rate that banks charge on commercial loans – were first introduced in the late 1980s.
U.S. loan investors found themselves sitting on a record pile of cash as the first half of 2018 came to close, as assets under management at U.S. loan funds totaled a record $176 billion, according to LCD and Lipper. The growth in AUM started in mid-2016, as the long-awaited prospects of interest rate hikes by the Fed finally became reality. This boosted both institutional and retail investment in the assets class, kicking off a phenomenal period of growth for the market.
Broadly speaking there are three main types of loan funds:
In March 2011, Invesco introduced the first index-based exchange traded fund, PowerShares Senior Loan Portfolio (BKLN), which is based on the S&P/LSTA Loan 100 Index. By the second quarter of 2013 BKLN had topped $4.53 billion in assets under management.
Some ETFs related to the loan market:
In the old days, a bright red line separated public and private information in the loan market. Leveraged loans were strictly on the private side of the line, and any information transmitted between the issuer and the lender group remained confidential.
In the late 1980s that line began to blur as a result of two market innovations.
The first was a more active secondary trading market, which sprung up to support (1) the entry of non-bank investors into the market (investors such as insurance companies and loan mutual funds) and (2) to help banks sell rapidly expanding portfolios of distressed and highly leveraged loans that they no longer wanted to hold.
This meant that parties that were insiders on loans might now exchange confidential information with traders and potential investors who were not (or not yet) a party to the loan.
The second innovation that weakened the public/private divide was trade journalism focusing on the loan market.
Despite these two factors, the public versus private line was well understood, and rarely was controversial, for at least a decade.
This changed in the early 2000s as a result of:
Some background is in order. The vast majority of loans are unambiguously private financing arrangements between issuers and lenders. Even for issuers with public equity or debt, and which file with the SEC, the credit agreement becomes public only when it is filed – months after closing, usually – as an exhibit to an annual report (10-K), a quarterly report (10-Q), a current report (8-K), or some other document (proxy statement, securities registration, etc.).
Beyond the credit agreement there is a raft of ongoing correspondence between issuers and lenders that is made under confidentiality agreements, including quarterly or monthly financial disclosures, covenant compliance information, amendment and waiver requests, and financial projections, as well as plans for acquisitions or dispositions. Much of this information may be material to the financial health of the issuer, and may be out of the public domain until the issuer formally issues a press release, or files an 8-K or some other document with the SEC.
In recent years there was growing concern among issuers, lenders, and regulators that migration of once-private information into public hands might breach confidentiality agreements between lenders and issuers. More important, it could lead to illegal trading. How has the market contended with these issues?
Accounts that operate on the private side receive all confidential materials and agree not to trade in public securities of the issuers in question. These groups are often part of wider investment complexes that do have public funds and portfolios but, via Chinese walls, are sealed from these parts of the firms.
There are also accounts that are public. These firms take only public IMs and public materials and, therefore, retain the option to trade in the public securities markets even when an issuer for which they own a loan is involved. This can be tricky to pull off in practice because, in the case of an amendment, the lender could be called on to approve or decline in the absence of any real information. To contend with this issue the account could either designate one person who is on the private side of the wall to sign off on amendments or empower its trustee, or the loan arranger to do so. But it’s a complex proposition.
Another way in which participants deal with the public-versus-private issue is to ask counterparties to sign “big-boy” letters. These letters typically ask public-side institutions to acknowledge that there may be information they are not privy to, and they are agreeing to make the trade in any case. They are, effectively, big boys, and will accept the risks.
Pricing a loan requires arrangers to evaluate the risk inherent in a loan and to gauge investor appetite for that risk.
The principal credit risk factors that banks and institutional investors contend with in buying loans
Among the primary ways that accounts judge these risks are ratings, collateral coverage, seniority, credit statistics, industry sector trends, management strength, and sponsor. All of these, together, tell a story about the deal.
Descriptions of the major risk factors follow.
Default risk is simply the likelihood of a borrower being unable to pay interest or principal on time.
It is based on the issuer’s financial condition, industry segment, and conditions in that industry, as well as economic variables and intangibles, such as company management.
Default risk will, in most cases, be most visibly expressed by a public rating from Standard & Poor’s Ratings Services or another ratings agency. These ratings range from ‘AAA’ for the most creditworthy loans to ‘CCC’ for the least.
The market is roughly divided into two segments:
Default risk, of course, varies widely within each of these broad segments.
Since the mid-1990s, public loan ratings have become a de facto requirement for issuers that wish to do business with a wide group of institutional investors. Unlike banks, which typically have large credit departments and adhere to internal rating scales, fund managers rely on agency ratings to bracket risk, and to explain the overall risk of their portfolios to their own investors.
As of mid-2011, then, roughly 80% of leveraged loan volume carried a loan rating, up from 45% in 1998. Before 1995 virtually no leveraged loans were rated.
Loss-given-default risk measures how severe a loss the lender is likely to incur in the event of default.
Investors assess this risk based on the collateral (if any) backing the loan and the amount of other debt and equity subordinated to the loan. Lenders will also look to covenants to provide a way of coming back to the table early – that is, before other creditors – and renegotiating the terms of a loan if the issuer fails to meet financial targets.
Investment-grade loans are, in most cases, senior unsecured instruments with loosely drawn covenants that apply only at incurrence. That is, only if an issuer makes an acquisition or issues debt. As a result, loss-given-default may be no different from risk incurred by other senior unsecured creditors.
Leveraged loans, in contrast, are usually senior secured instruments that, except for covenant-lite loans, have maintenance covenants that are measured at the end of each quarter, regardless of the issuer is in compliance with pre-set financial tests.
Loan holders, therefore, almost always are first in line among pre-petition creditors and, in many cases, are able to renegotiate with the issuer before the loan becomes severely impaired. It is no surprise, then, that loan investors historically fare much better than other creditors on a loss-given-default basis.
Calculating loss given default is tricky business. Some practitioners express loss as a nominal percentage of principal or a percentage of principal plus accrued interest. Others use a present-value calculation, employing an estimated discount rate – typically the 15-25% demanded by distressed investors.
Credit statistics are used by investors to help calibrate both default and loss-given-default risk. These statistics include a broad array of financial data, including credit ratios measuring leverage (debt to capitalization and debt to EBITDA) and coverage (EBITDA to interest, EBITDA to debt service, operating cash flow to fixed charges). Of course, the ratios investors use to judge credit risk vary by industry.
In addition to looking at trailing and pro forma ratios, investors look at management’s projections, and the assumptions behind these projections, to see if the issuer’s game plan will allow it to service debt.
There are ratios that are most geared to assessing default risk. These include leverage and coverage.
Then there are ratios that are suited for evaluating loss-given-default risk. These include collateral coverage, or the value of the collateral underlying the loan, relative to the size of the loan. They also include the ratio of senior secured loan to junior debt in the capital structure.
Logically, the likely severity of loss-given-default for a loan increases with the size of the loan, as a percentage of the overall debt structure. After all, if an issuer defaults on $100 million of debt, of which $10 million is in the form of senior secured loans, the loans are more likely to be fully covered in bankruptcy than if the loan totals $90 million.
Industry segment is a factor because sectors, naturally, go in and out of favor.
For that reason, having a loan in a desirable sector, like telecom in the late 1990s or healthcare in the early 2000s, can really help a syndication along.
Also, loans to issuers in defensive sectors (like consumer products) can be more appealing in a time of economic uncertainty, whereas cyclical borrowers (like chemicals or autos) can be more appealing during an economic upswing.
Sponsorship is a factor too. Needless to say, many leveraged companies are owned by one or more private equity firms. These entities, such as Kohlberg Kravis & Roberts or Carlyle Group, invest in companies that have leveraged capital structures. To the extent that the sponsor group has a strong following among loan investors, a loan will be easier to syndicate and, therefore, can be priced lower. In contrast, if the sponsor group does not have a loyal set of relationship lenders, the deal may need to be priced higher to clear the market. Among banks, investment factors may include whether the bank is party to the sponsor’s equity fund. Among institutional investors, weight is given to an individual deal sponsor’s track record in fixing its own impaired deals by stepping up with additional equity or replacing a management team that is failing.
While down from the highs seen in 2017, LBOs remain expensive, as purchase price multiples held above historical highs through the first half of 2018. Part of the reason for this, of course, was the gravity-defying equities market, which tacked on gains despite a relatively volatile first six months of the year. As well, private equity sponsors continue to sit atop a veritable mountain of cash, some $1.07 trillion by the end of 2Q18, according to Preqin. Despite the competitive market, sponsors are putting skin in the game, with an average equity contribution of 39.4% during the first half of 2018. That’s well above the 31% seen at the peak of the last credit cycle, in 2007, according to LCD.
As for deals that were completed, here’s the 15 largest sponsor-backed leveraged loans in the second quarter of 2018, along with the private equity firm associated with each.
| Issuer | Loan Amount ($B) | Sponsor | Industry | Date |
| BMC Software | 3.3 | Kohlberg, Kravis & Roberts | Computers & Electronics | 6/19/2018 |
| Lifescan | 1.475 | Platinum Equity | Healthcare | 5/8/2018 |
| Edelman Financial | 1.455 | Hellman & Friedman | Services & Leasing | 6/14/2018 |
| TDC A/S | 1.418 | Macquarie | Telecom | 5/24/2018 |
| Blackhawk Network | 1.35 | Silver Lake Partners | Computers & Electronics | 5/9/2018 |
| SRS Distribution | 1.3 | Leonard Green | Building Materials | 5/8/2018 |
| Heartland Dental Care | 1.15 | Kohlberg, Kravis & Roberts | Healthcare | 4/5/2018 |
| Hearthside Food Solutions | 1.145 | Charlesbank Capital | Food & Beverage | 5/7/2018 |
| Mitel Networks | 1.12 | Searchlight Capital | Telecom Equipment | 6/26/2018 |
| Springs Window Fashions | 0.86 | AEA Investors | Home Furnishings | 5/4/2018 |
| PowerSchool Group | 0.775 | Onex | Computers & Electronics | 5/31/2018 |
| Laird | 0.75 | Advent International | Computers & Electronics | 4/19/2018 |
| Renaissance Learning | 0.73 | Francisco Partners | Computers & Electronics | 5/9/2018 |
| Yak Mat | 0.68 | Platinum Equity | Forest Product | 5/30/2018 |
| Jordan Health Services | 0.66 | Kelso | Healthcare | 4/26/2018 |
Most loans are structured and syndicated to accommodate the two primary syndicated lender constituencies: banks (domestic and foreign) and institutional investors (primarily structured finance vehicles, mutual funds, and insurance companies). As such, leveraged loans consist of:
Finance companies also play in the leveraged loan market, and buy both pro rata and institutional tranches. With institutional investors playing an ever-larger role, however, by the late 2000s many executions were structured simply as revolving credit/institutional term loans, with the TLa falling by the wayside.
Since the early 1990s almost all large commercial banks have adopted portfolio-management techniques that measure the returns of loans and other credit products, relative to risk. By doing so, banks have learned that loans are rarely compelling investments on a stand-alone basis.
Therefore, banks are reluctant to allocate capital to issuers unless the total relationship generates attractive returns – whether those returns are measured by risk-adjusted return on capital, by return on economic capital, or by some other metric.
If a bank is going to put a loan on its balance sheet, it takes a hard look not only at the loan’s yield, but at other sources of revenue from the relationship, including noncredit businesses – like cash-management services and pension-fund management – and economics from other capital markets activities, like bonds, equities, or M&A advisory work.
This process has had a breathtaking result on the leveraged loan market, to the point that it is an anachronism to continue to call it a “bank” loan market.
Of course, there are certain issuers that can generate a bit more bank appetite. As of mid-2011 these included issuers with a European or even a Midwestern U.S. angle. Naturally, issuers with European operations are able to better tap banks in their home markets (banks still provide the lion’s share of loans in Europe) and, for Midwestern issuers, the heartland remains one of the few U.S. regions with a deep bench of local banks.
What this means is that the spread offered to pro rata investors is important. But so too, in most cases, is the amount of other, fee-driven business a bank can capture by taking a piece of a loan. For this reason issuers are careful to award pieces of bond- and equity-underwriting engagements and other fee-generating business to banks that are part of its loan syndicate.
For institutional investors the investment decision process is far more straightforward because, as mentioned above, they are focused not on a basket of returns but on loan-specific revenue.
In pricing loans to institutional investors it’s a matter of the spread of the loan, relative to credit quality and market-based factors. This second category can be divided into liquidity and market technicals (i.e., supply/demand).
Liquidity is the tricky part but, as in all markets, all else being equal, more liquid instruments command thinner spreads than less liquid ones.
In the old days – before institutional investors were the dominant investors and banks were less focused on portfolio management – the size of a loan didn’t much matter. Loans sat on the books of banks and stayed there.
But now that institutional investors and banks put a premium on the ability to package loans and sell them, liquidity has become important. As a result, smaller executions – generally those of $200 million or less – tend to be priced at a premium to the larger loans.
Of course, once a loan gets large enough to demand extremely broad distribution the issuer usually must pay a size premium. The thresholds range widely. During the go-go mid-2000s it was upwards of $10 billion. During more parsimonious late-2000s a $1 billion credit was considered a stretch.
Market technicals, or supply relative to demand, is a matter of simple economics. If there are many dollars chasing little product then, naturally, issuers will be able to command lower spreads. If, however, the opposite is true, then spreads will need to increase for loans to be successfully syndicated.
Beginning in 2000 the SEC directed bank loan mutual fund managers to use available price data (bid/ask levels reported by dealer desks and compiled by mark-to-market services), rather than fair value (estimates based on whether the loan is likely to repay lenders in whole or part), to determine the value of broadly syndicated loan portfolios.
In broad terms this policy has made the market more transparent, improved price discovery and, in doing so, made the market far more efficient and dynamic than it was in the past.
There are four main types of syndicated loan facilities. Each is detailed below.
A revolving credit line allows borrowers to draw down, repay, and reborrow.
An RC acts much like a corporate credit card, except that borrowers are charged an annual fee on unused amounts (a facility fee).
Revolvers to speculative-grade issuers are sometimes tied to borrowing-base lending formulas. This limits borrowings to a certain percentage of specified collateral, most often receivables and inventory (see “Asset-based loan” section below for a full discussion of this topic).
Revolving credits often run for 364 days. These revolving credits – called, not surprisingly, 364-day facilities – are generally limited to the investment-grade market. The reason for what seems like an odd term is that regulatory capital guidelines mandate that, after one year of extending credit under a revolving facility, banks must then increase their capital reserves to take into account the unused amounts.
Therefore, banks can offer issuers 364-day facilities at a lower unused fee than a multiyear revolving credit. There are a number of options that can be offered within a revolving credit line:
A term loan is simply an installment loan, such as a loan you’d use to buy a car.
The borrower may draw on the loan during a short commitment period (during which lenders usual charge a ticking fee, akin to a commitment fee on a revolver), and repay it based on either a scheduled series of repayments or a one-time lump-sum payment at maturity (bullet payment). There are two principal types of term loans:
As their name implies, the claims on collateral of second-lien loans are junior to those of first-lien loans. Although they are really just another type of syndicated loan facility, second-liens are sufficiently complex to warrant detailed discussion here.
After a brief flirtation with second-lien loans in the mid-1990s, these facilities fell out of favor after the 1998 Russian debt crisis caused investors to adopt a more cautious tone. But after default rates fell precipitously in 2003 arrangers rolled out second-lien facilities to help finance issuers struggling with liquidity problems.
By 2007 the market had accepted second-lien loans to finance a wide array of transactions, including acquisitions and recapitalizations. Arrangers tap nontraditional accounts – hedge funds, distressed investors, and high-yield accounts – as well as traditional CLO and prime fund accounts to finance second-lien loans.
Again, the claims on collateral of second-lien loans are junior to those of first-lien loans. Second-lien loans also typically have less restrictive covenant packages, in which maintenance covenant levels are set wide of the first-lien loans. For these reasons, second-lien loans are priced at a premium to first-lien loans. This premium typically starts at 200 bps when the collateral coverage goes far beyond the claims of both the first- and second-lien loans, to more than 1,000 bps for less generous collateral.
There are, lawyers explain, two main ways in which the collateral of second-lien loans can be documented. Either the second-lien loan can be part of a single security agreement with first-lien loans, or they can be part of an altogether separate agreement. In the case of a single agreement, the agreement would apportion the collateral, with value going first, obviously, to the first-lien claims, and next to the second-lien claims.
Alternatively, there can be two entirely separate agreements. Here’s a brief summary:
For more information, we suggest Latham & Watkins’ terrific overview and analysis of second-lien loans, from 2004.
Once relatively rare, covenant-lite has become the norm in both the U.S. and European leveraged loan markets, thanks to sustained investor demand in the asset class. While widely accepted, major questions about cov-lite remain. Chief among them: How will these credits fare when the long-running default cycle finally turns, and loan defaults begin to mount? Historically, recoveries in cases of default on cov-lite loans have been on par with that of traditionally covenanted credits, though there is consensus that recent-vintage deals will recover somewhat less than their predecessors, due to a larger share of lesser-quality issues being cov-lite, along with other types of credit deterioration.
Like second-lien loans, covenant-lite loans are a particular kind of syndicated loan facility. At the most basic level, covenant-lite loans are loans that have bond-like financial incurrence covenants, rather than traditional maintenance covenants that are normally part and parcel of a loan agreement. What’s the difference?
Incurrence covenants generally require that if an issuer takes an action (paying a dividend, making an acquisition, issuing more debt), it would need to still be in compliance. So, for instance, an issuer that has an incurrence test that limits its debt to 5x cash flow would only be able to take on more debt if, on a pro forma basis, it was still within this constraint. If not it would have breached the covenant and be in technical default on the loan. If, on the other hand, an issuer found itself above this 5x threshold simply because its earnings had deteriorated, it would not violate the covenant.
Maintenance covenants are far more restrictive. This is because they require an issuer to meet certain financial tests every quarter, whether or not it takes an action. So, in the case above, had the 5x leverage maximum been a maintenance rather than incurrence test, the issuer would need to pass it each quarter, and would be in violation if either its earnings eroded or its debt level increased.
For lenders, clearly, maintenance tests are preferable because it allows them to take action earlier if an issuer experiences financial distress. What’s more, the lenders may be able to wrest some concessions from an issuer that is in violation of covenants (a fee, incremental spread, or additional collateral) in exchange for a waiver.
Conversely, issuers prefer incurrence covenants precisely because they are less stringent.
These are carve-outs in covenant-lite loans that allow borrowers to issue debt without triggering incurrence financial tests. For instance, a leverage test may say that an issuer cannot take on new debt if, on a pro forma basis, total debt to EBITDA would be 4x or more – but the test only kicks in once the issuer incurs more than, say, $100 million of new debt. That effectively gives the borrower the ability to issue up to $100 million of new debt at a market clearing rate whether or not leverage exceeds 4x. Lenders, in most cases, have most-favored-nations (MFN) protection that resets the yield of the existing loan to the rate of the new loan to make sure it remains on market. In rare cases, however, this protection is limited to a certain period of time by what is known as an MFN sunset. In other cases, the rate adjustment is capped, to perhaps 50 bps.
Free-and-clear tranches are an innovation that grew out of the proliferation of covenant-lite loans since 2013. Lenders expect the use of these provisions to ebb and flow with the strength of market conditions.
In the formative days of the syndicated loan market (the late 1980s) there was usually one agent that syndicated each loan. “Lead manager” and “manager” titles were doled out in exchange for large commitments. As league tables gained influence as a marketing tool, “co-agent” titles were often used in attracting large commitments, or in cases where these institutions truly had a role in underwriting and syndicating the loan.
During the 1990s the use of league tables – and, consequently, title inflation – exploded. Indeed, the co-agent title has become largely ceremonial today, routinely awarded for what amounts to no more than large retail commitments. In most syndications there is one lead arranger. This institution is considered to be on the “left” (a reference to its position in an old-time tombstone ad). There are also likely to be other banks in the arranger group, which may also have a hand in underwriting and syndicating a credit. These institutions are said to be on the “right.”
The different titles used by significant participants in the syndications process are administrative agent, syndication agent, documentation agent, agent, co-agent or managing agent, and lead arranger or book runner:
In an assignment, the assignee becomes a direct signatory to the loan and receives interest and principal payments directly from the administrative agent.
Assignments typically require the consent of the borrower and agent, though consent may be withheld only if a reasonable objection is made. In many loan agreements the issuer loses its right to consent in the event of default.
The loan document often sets a minimum assignment amount, usually $5 million, for pro rata commitments. In the late 1990s, however, administrative agents started to break out specific assignment minimums for institutional tranches. In most cases, institutional assignment minimums were reduced to $1 million in an effort to boost liquidity. There were also some cases where assignment fees were reduced or even eliminated for institutional assignments, but these lower assignment fees remained rare into 2012, and the vast majority was set at the traditional $3,500.
One market convention that became firmly established in the late 1990s was assignment-fee waivers by arrangers for trades crossed through its secondary trading desk. This was a way to encourage investors to trade with the arranger rather than with another dealer. This is a significant incentive to trade with the arranger – or a deterrent to not trade elsewhere, depending on your perspective – because a $3,500 fee amounts to between 7 bps to 35 bps of a $1 million to $5 million trade.
As the name implies, in a participation agreement, the buyer takes a participating interest in the selling lender’s commitment.
The lender remains the official holder of the loan, with the participant owning the rights to the amount purchased. Consents, fees, or minimums are almost never required. The participant has the right to vote only on material changes in the loan document (rate, term, and collateral). Non-material changes do not require approval of participants.
A participation can be a riskier way of purchasing a loan because, if the lender becomes insolvent or defaults, the participant does not have a direct claim on the loan. In this case the participant then becomes a creditor of the lender, and often must wait for claims to be sorted out to collect on its participation.
Traditionally, accounts bought and sold loans in the cash market through assignments and participations. Aside from that, there was little synthetic activity outside over-the-counter total rate of return swaps. By 2008, however, the market for synthetically trading loans was budding.
This primer will look at three main types of loan derivatives:
Loan credit default swaps (LCDS) are standard derivatives that have secured loans as reference instruments. In June 2006, the International Settlement and Dealers Association issued a standard trade confirmation for LCDS contracts.
Like all credit default swaps (CDS), an LCDS is basically an insurance policy. The seller is paid a spread in exchange for agreeing to buy at par, or a pre-negotiated price, a loan if that loan defaults. LCDS enables participants to synthetically buy a loan by going short the LCDS or sell the loan by going long the LCDS. Theoretically, then, a loanholder can hedge a position either directly (by buying LCDS protection on that specific name) or indirectly (by buying protection on a comparable name or basket of names).
Moreover, unlike the cash markets, which are long-only markets for obvious reasons, the LCDS market provides a way for investors to short a loan. To do so, the investor would buy protection on a loan that it doesn’t hold. If the loan subsequently defaults, the buyer of protection should be able to purchase the loan in the secondary market at a discount and then deliver it at par to the counterparty from which it bought the LCDS contract.
For instance, say an account buys five-year protection for a given loan, for which it pays 250 bps a year. Then, in year two, the loan goes into default and the market price of the debt falls to 80% of par. The buyer of the protection can then buy the loan at 80 and deliver it to the counterparty at 100, a 20-point pickup.
Or instead of physical delivery, some buyers of protection may prefer a cash settlement in which the difference between the current market price and the delivery price is determined by polling dealers or using a third-party pricing service. Cash settlement could also be employed if there’s not enough paper to physically settle all LCDS contracts on a particular loan.
Introduced in 2007, the LCDX is an index of 100 LCDS obligations that participants can trade. The index provides a straightforward way for participants to take long or short positions on a broad basket of loans, as well as hedge exposure to the market.
Markit Group administers the LCDX, a product of CDS Index Co., a firm set up by a group of dealers. Like LCDS, the LCDX Index is an over-the-counter product.
The LCDX is reset every six months, with participants able to trade each vintage of the index that is still active. The index will be set at an initial spread, based on the reference instruments, and trade on a price basis. According to the primer posted by Markit, “the two events that would trigger a payout from the buyer (protection seller) of the index are bankruptcy or failure to pay a scheduled payment on any debt (after a grace period), for any of the constituents of the index.”
The total rate of return swap is the oldest way for participants to purchase loans synthetically. In essence, a TRS allows an institution to by a loan on margin.
In simple terms, under a TRS program a participant buys from a counterparty, usually a dealer, the income stream created by a reference asset (in this case a syndicated loan). The participant puts down some percentage as collateral, say 10%, and borrows the rest from the dealer. Then the participant receives the spread of the loan less the financial cost. If the reference loan defaults the participant is obligated to buy the facility at par or cash settle the position based on a mark-to-market price or an auction price.
Here’s how the economics of a TRS work, in simple terms.
A participant buys via TRS a $10 million position in a loan paying L+250. To affect the purchase the participant puts $1 million in a collateral account and pays L+50 on the balance (meaning leverage of 9:1).
Thus, the participant would receive:
L+250 on the amount in the collateral account of $1 million, plus 200 bps (L+250 minus the borrowing cost of L+50) on the remaining amount of $9 million.
The resulting income is L+250 * $1 million plus 200 bps * $9 million. Based on the participants’ collateral amount – or equity contribution – of $1 million, the return is L+2020. If LIBOR is 5% the return is 25.5%.
Of course, this is not a risk-free proposition. If the issuer defaults and the value of the loan goes to 70 cents on the dollar the participant will lose $3 million. And if the loan does not default, but is marked down for whatever reason – maybe market spreads widen, it is downgraded, its financial condition deteriorates – the participant stands to lose the difference between par and the current market price when the TRS expires. Or, in an extreme case, the value declines below the value in the collateral account, and the participant is hit with a margin call.
In addition to the type of single-name TRS, another way to invest in loans is via a TRS program in which a dealer provides financing for a portfolio of loans, rather than a single reference asset.
The products are similar in that an investor would establish a collateral account equal to some percent of the overall TRS program and borrow the balance from a dealer. The program typically requires managers to adhere to diversification guidelines as well as weighted average maturity maximums as well as weighted average rating minimums.
Like with a single-name TRS, an investor makes money by the carry between the cost of the line and the spread of the assets. As well, any price appreciation bolsters the returns. Of course, if loans loss value, the investor’s losses would be magnified by the leverage of the vehicle. As well, if collateral value declines below a predetermined level, the investor could face a margin call, or in the worst-case scenario, the TRS could be unwound.
TRS programs were widely used prior to the 2008 credit contraction. Since then, they have figured far less prominently into the loan landscape as investors across the capital markets shy away from leveraged, mark-to-market product.
Syndication pricing options include Prime, as well as LIBOR, CDs, and other fixed-rate options:
Of course, fees are an essential element of the leveraged/syndicated loan process. Prominent fees associated with syndicated loans:
An upfront fee is a fee paid by the issuer at close. It is often tiered, with the lead arranger receiving a larger amount in consideration for structuring and/or underwriting the loan. Co-underwriters will receive a lower fee, and then investors in the general syndicate will likely have fees tied to their commitment.
Most often, fees are paid on a lender’s final allocation. For example, a loan has two fee tiers: 100 bps (or 1%) for $25 million commitments and 50 bps for $15 million commitments. A lender committing to the $25 million tier will be paid on its final allocation rather than on commitment, which means that, in this example, if the loan is oversubscribed, lenders committing $25 million would be allocated $20 million and receive a fee of $200,000 (or 1% of $20 million).
Sometimes upfront fees will be structured as a percentage of final allocation plus a flat fee. This happens most often for larger fee tiers, to encourage potential lenders to step up for larger commitments. The flat fee is paid regardless of the lender’s final allocation.
Fees are usually paid to banks, mutual funds, and other non-offshore investors at close. CLOs and other offshore vehicles are typically brought in after the loan closes as a “primary” assignment, and they simply buy the loan at a discount equal to the fee offered in the primary assignment, for tax purposes.
A facility fee is paid on a facility’s entire committed amount, regardless of usage.
A facility fee is often charged instead of a commitment fee on revolving credits to investment-grade borrowers, because these facilities typically have competitive bid options that allow a borrower to solicit the best bid from its syndicate group for a given borrowing. The lenders that do not lend under the CBO are still paid for their commitment.
A prepayment fee is a feature generally associated with institutional term loans.
Typical prepayment fees will be set on a sliding scale. For instance: 2% in year one and 1% in year two. The fee may be applied to all repayments under a loan loan including from asset sales and excess cash flow (a “hard” fee) or specifically to discretionary payments made from a refinancing or out of cash on hand (a “soft” fee).
An administrative agent fee is the annual fee paid to administer the loan (including to distribute interest payments to the syndication group, to update lender lists, and to manage borrowings).
For secured loans (particularly those backed by receivables and inventory) the agent often collects a collateral monitoring fee, to ensure that the promised collateral is in place.
A letter of credit fee (LOC) can be any one of several types.
The most common – a fee for standby or financial LOCs – guarantees that lenders will support various corporate activities. Because these LOCs are considered “borrowed funds” under capital guidelines, the fee is typically the same as the LIBOR margin.
Fees for commercial LOCs (those supporting inventory or trade) are usually lower, because in these cases actual collateral is submitted.
The LOC is usually issued by a fronting bank (usually the agent) and syndicated to the lender group on a pro rata basis. The group receives the LOC fee on their respective shares while the fronting bank receives an issuing (or fronting, or facing) fee for issuing and administering the LOC. This fee is almost always 12.5 bps to 25 bps (0.125% to 0.25%) of the LOC commitment.
This is yet another term imported from the bond market.
The original-issue discount (OID), or the discount from par at which the loan is offered for sale to investors, is used in the new issue market as a spread enhancement. If a loan is issued at 99 cents on the dollar to pay par, the OID is said to be 100 bps, or 1 point.
OID vs Upfront Fees
So, what’s the difference between an OID and an upfront fee? After all, in both cases the lender effectively pays less than par for a loan.
From the perspective of the lender, actually, there is no practical difference. From an accounting perspective, an OID and a fee may be recognized, and potentially taxed, differently.
Amendments or changes to a loan agreement must be approved by a certain percentage of lenders. Most loan agreements have three levels of approval: required-lender level, full vote, and supermajority:
The “required-lendxers” level, usually just a simple majority, is used for approval of non-material amendments and waivers or changes affecting one facility within a deal.
A full vote of all lenders, including participants, is required to approve material changes such as RATS rights (rate, amortization, term, and security; or collateral), but as described below, there are occasions when changes in amortization and collateral may be approved by a lower percentage of lenders (a supermajority).
A supermajority is typically 67-80% of lenders. It sometimes is required for certain material changes, such as changes in term loan repayments and release of collateral.
Loan agreements have a series of restrictions that dictate, to varying degrees, how borrowers can operate and carry themselves financially.
For instance, one covenant may require the borrower to maintain its existing fiscal-year end. Another may prohibit it from taking on new debt. Most agreements have financial compliance covenants, stipulating perhaps that a borrower must maintain a prescribed level of performance, which, if not maintained, gives banks the right to terminate the agreement or push the borrower into default.
The size of the covenant package increases in proportion to a borrower’s financial risk. Agreements to investment-grade companies are usually thin and simple. Agreements to leveraged borrowers are more restrictive.
The three primary types of loan covenants are affirmative, negative, and financial.
Affirmative covenants state what action the borrower must take to be in compliance with the loan.
These covenants are usually boilerplate, and require a borrower to pay the bank interest and fees, for instance, or to provide audited financial statements, maintain insurance, pay taxes, and so forth.
Negative covenants limit the borrower’s activities in some way, such as undertaking new investments.
Negative covenants, which are highly structured and customized to a borrower’s specific condition, can limit the type and amount of acquisitions and investments, new debt issuance, liens, asset sales, and guarantees.
Many negative covenants are structured with baskets that allow issuers flexibility to take certain actions – for example, to pay dividends or make acquisitions – as long as the amounts involved remain within a set range. In many cases, the agreement will provide initial capacity, known as a Starter Basket, as well as additional capacity based on a percent of free cash flow or net income, known as a Building Basket.
Financial covenants enforce minimum financial performance measures against the borrower, such: The company must maintain a higher level of current assets than of current liabilities.
Broadly speaking, there are two types of financial convenants: maintenance and incurrence.
Under maintenance covenants, issuers must pass agreed-to tests of financial performance such as minimum levels of cash flow coverage and maximum levels of leverage. If an issuer fails to achieve these levels, lenders have the right to accelerate the loan. In most cases, though, lenders will pass on this draconian option and instead grant a waiver in return for some combination of a fee and/or spread increase; a repayment or a structuring concenssion such as additional collateral or seniority.
An inccurence covenant is tested only if an issuer takes an action, such as issuing debt or making an acquisition. If, on a pro forma basis, the issuer fails the test then it is not allowed to proceed without permission of the lenders.
Historically, maintenance tests were associated with leveraged loans and incurrence tests with investment-grade loans and bonds. More recently, the evolution of covenant-lite loans (see above) has blurred the line.
In a traditional loan agreement, as a borrower’s risk increases, financial covenants become more tightly wound and extensive. In general, there are five types of financial covenants–coverage, leverage, current ratio, tangible net worth, and maximum capital expenditures:
Leveraged loans usually require a borrower to prepay with proceeds of excess cash flow, asset sales, debt issuance, or equity issuance.
Often, repayments from excess cash flow and equity issuance are waived if the issuer meets a preset financial hurdle, most often structured as a debt/EBITDA test.
In the leveraged market, collateral usually includes all the tangible and intangible assets of the borrower and, in some cases, specific assets that back a loan.
Virtually all leveraged loans and some of the more shaky investment-grade credits are backed by pledges of collateral.
In the asset-based market, for instance, that typically takes the form of inventories and receivables, with the maximum amount of the loan that the issuer may draw down capped by a formula based off of these assets. The common rule is that an issuer can borrow against 50% of inventory and 80% of receivables. There are loans backed by certain equipment, real estate, and other property as well.
In the leveraged market there are some loans that are backed by capital stock of operating units. In this structure the assets of the issuer tend to be at the operating-company level and are unencumbered by liens, but the holding company pledges the stock of the operating companies to the lenders. This effectively gives lenders control of these subsidiaries and their assets if the company defaults.
The risk to lenders in this situation, simply put, is that a bankruptcy court collapses the holding company with the operating companies and effectively renders the stock worthless. In these cases – this happened on a few occasions to lenders to retail companies in the early 1990s – loan holders become unsecured lenders of the company and are put back on the same level with other senior unsecured creditors.
Some loans have provisions stipulating that borrowers sitting on the cusp of investment-grade and speculative-grade must either attach collateral or release it if the issuer’s rating changes.
A ‘BBB’ or ‘BBB-’ issuer may be able to convince lenders to provide unsecured financing, but lenders may demand springing liens in the event the issuer’s credit quality deteriorates.
Often, an issuer’s rating being lowered to ‘BB+’ or exceeding a predetermined leverage level will trigger this provision. Likewise, lenders may demand collateral from a strong, speculative-grade issuer, but will offer to release under certain circumstances (if the issuer attains an investment-grade rating, for instance).
Invariably, one of the events of default in a credit agreement is a change of issuer control.
For both investment-grade and leveraged issuers, an event of default in a credit agreement will be triggered by a merger, an acquisition of the issuer, some substantial purchase of the issuer’s equity by a third party, or a change in the majority of the board of directors.
For sponsor-backed leveraged issuers, the sponsor’s lowering its stake below a preset amount can also trip this clause.
These provision allow issuers to fix a covenant violation – exceeding the maximum leverage test for instance – by making an equity contribution.
These provisions are generally found in private equity backed deals. The equity cure is a right, not an obligation. Therefore, a private equity firm will want these provisions, which, if they think it’s worth it, allows them to cure a violation without going through an amendment process, during which lenders will often ask for wider spreads and/or fees, in exchange for waiving the violation, even with an infusion of new equity.
Some agreements don’t limit the number of equity cures, while others cap the number to, say, one per year or two over the life of the loan. It’s a negotiated point, however, so there is no rule of thumb.
Most of the information above refers to “cash flow” loans, loans that may be secured by collateral, but are repaid by cash flow.
Asset-based lending is a distinct segment of the loan market. These loans are secured by specific assets and usually are governed by a borrowing formula (or a “borrowing base”). The most common type of asset-based loans are receivables and/or inventory lines. These are revolving credits that have a maximum borrowing limit, perhaps $100 million, but also have a cap based on the value of an issuer’s pledged receivables and inventories.
Usually the receivables are pledged and the issuer may borrow against 80%, give or take. Inventories are also often pledged to secure borrowings. However, because they are obviously less liquid than receivables, lenders are less generous in their formula. Indeed, the borrowing base for inventories is typically in the 50-65% range. In addition, the borrowing base may be further divided into subcategories – for instance, 50% of work-in-process inventory and 65% of finished goods inventory.
In many receivables-based facilities issuers are required to place receivables in a “lock box.” That means that the bank lends against the receivable, takes possession of it, and then collects it to pay down the loan.
In addition, asset-based lending is often done based on specific equipment, real estate, car fleets, and an unlimited number of other assets.
Most often, bifurcated collateral refers to cases where the issuer divides collateral pledge between asset-based loans and funded term loans.
The way this works, typically, is that asset-based loans are secured by current assets like accounts receivables and inventories, while term loans are secured by fixed assets like property, plant, and equipment. Current assets are considered to be a superior form of collateral because they are more easily converted to cash.
Calculating loan yields or spreads is not straightforward.
Unlike most bonds, which have long no-call periods and high-call premiums, most loans are prepayable at any time, typically without prepayment fees. And even in cases where prepayment fees apply they are rarely more than 2% in year one and 1% in year two. Therefore, affixing a spread-to-maturity or a spread-to-worst on loans is little more than a theoretical calculation.
This is because an issuer’s behavior is unpredictable. It may repay a loan early because a more compelling financial opportunity presents itself or because the issuer is acquired, or because it is making an acquisition and needs a new financing. Traders and investors will often speak of loan spreads, therefore, as a spread to a theoretical call.
Loans, on average, now assume a three or four year average life. So, if you buy a loan with a spread of 250 bps at a price of 101, you might assume your spread-to-expected-life as the 250 bps less the amortized 100 bps premium or LIBOR+221. Conversely, if you bought the same loan at 99, the spread-to-expected life would be LIBOR+279. Of course, if there’s a LIBOR floor, the minimum would apply.
There are two primary types of loan defaults: technical defaults, and the much more serious payment defaults.
Technical defaults occur when the issuer violates a provision of the loan agreement. For instance, if an issuer doesn’t meet a financial covenant test or fails to provide lenders with financial information or some other violation that doesn’t involve payments.
When this occurs, the lenders can accelerate the loan and force the issuer into bankruptcy. That’s the most extreme measure. In most cases, the issuer and lenders can agree on an amendment that waives the violation in exchange for a fee, spread increase, and/or tighter terms.
Payment defaults are a more serious matter. As the name implies, this type of default occurs when a company misses either an interest or principal payment. There is often a pre-set period of time, say 30 days, during which an issuer can cure a default (the “cure period”). After that, the lenders can choose to either provide a forbearance agreement that gives the issuer some breathing room or take appropriate action, up to and including accelerating, or calling, the loan.
If the lenders accelerate, the company will generally declare bankruptcy and restructure debt via Chapter 11. If the company is not worth saving, however, because its primary business has cratered, then the issuer and lenders may agree to a Chapter 7 liquidation, under which the assets of the business are sold and the proceeds dispensed to the creditors.
Debtor-in-possession (DIP) loans are made to bankrupt entities. These loans constitute super-priority claims in the bankruptcy distribution scheme, and thus sit ahead of all prepretition claims. Many DIPs are further secured by priming liens on the debtor’s collateral.
Traditionally, prepetition lenders provided DIP loans as a way to keep a company viable during the bankruptcy process and therefore protect their claims. In the early 1990s a broad market for third-party DIP loans emerged. These non-prepetition lenders were attracted to the market by the relatively safety of most DIPs, based on their super-priority status, and relatively wide margins. This was the case again the early 2000s default cycle.
In the late 2000s default cycle, however, the landscape shifted because of more dire economic conditions. As a result, liquidity was in far shorter supply, constraining availability of traditional third-party DIPs. Likewise, with the severe economic conditions eating away at debtors’ collateral – not to mention reducing enterprise values – prepetition lenders were more wary of relying solely on the super-priority status of DIPs, and were more likely to ask for priming liens to secure facilities.
The refusal of prepetition lenders to consent to such priming, combined with the expense and uncertainty involved in a priming fight in bankruptcy court, greatly reduced third-party participation in the DIP market. With liquidity in short supply, new innovations in DIP lending cropped up aimed at bringing nontraditional lenders into the market. These include:
Junior and roll-up DIPs are suited to challenging markets during which liquidity is scarce. During more liquid times, issuers can usual secure less costly financing in the form of traditional DIPs from prepetition lenders and/or third-party lenders.
Sub-par loan buybacks are another technique that grew out of the bear market, that began in 2007. Performing paper fell to a price not seen before in the loan market – with many names trading south of 70. This created an opportunity for issuers with the financial wherewithal and the covenant room to repurchase loans via a tender, or in the open market, at prices below par.
Sub-par buybacks have deep roots in the bond market. Loans didn’t suffer the price declines before 2007 to make such tenders attractive, however. In fact, most loan documents do not provide for a buyback. Instead, issuers typically need obtain lender approval via a 50.1% amendment.
This is a negotiated tender in which classholders will swap existing paper for a new series of bonds that typically have a lower principal amount and, often, a lower yield. In exchange the bondholders might receive stepped-up treatment, going from subordinated to senior, say, or from unsecured to second-lien.
Standard & Poor’s consider these programs a default and, in fact, the holders are agreeing to take a principal haircut in order to allow the company to remain solvent and improve their ultimate recovery prospects.
This technique is used frequently in the bond market but rarely for first-lien loans. One good example was courtesy Harrah’s Entertainment. In 2009 the gaming company issued $3.6 billion of 10% second-priority senior secured notes due 2018 for about $5.4 billion of bonds due between 2010 and 2018.
Loan defaults in the U.S. continue to hold below historical norms. Portfolio managers now say it might be as late as 2020 before they rise above the normal rate (this date has been getting pushed back further as issuers’ easy access to credit continued in 2018).
For default rate by number of loans: the number of loans that default over a given 12-month period divided by the number of loans outstanding at the beginning of that period.
For default rate by principal amount: the amount of loans that default over a 12-month period divided by the total amount outstanding at the beginning of the period.
Standard & Poor’s defines a default for the purposes of calculating default rates as a loan that is either (1) rated ’D’ by Standard & Poor’s, (2) to an issuer that has filed for bankruptcy, or (3) in payment default on interest or principal.
An amend-to-extend transaction allows an issuer to push out part of its loan maturities through an amendment, rather than a full-out refinancing.
Amend-to-extend transactions came into widespread use in 2009 as borrowers struggled to push out maturities in the face of difficult lending conditions that made refinancing prohibitively expensive.
Amend-to-extend transactions have two phases, as the name implies.
The first is an amendment in which at least 50.1% of the bank group approves the issuer’s ability to roll some or all existing loans into longer-dated paper. Typically the amendment sets a range for the amount that can be tendered via the new facility, as well as the spread at which the longer-dated paper will pay interest.
The new debt is pari passu with the existing loan. But because it matures later and, thus, is structurally subordinated, it carries a higher rate and, in some cases, more attractive terms. Because issuers with big debt loads are expected to tackle debt maturities over time, amid varying market conditions, in some cases accounts insist on most-favored-nation protection. Under such protection the spread of the loan would increase if the issuer in question prints a loan at a wider margin.
The second phase is the conversion, in which lenders can exchange existing loans for new loans. In the end, the issuer is left with two tranches: (1) the legacy paper at the initial spread and maturity and (2) the new longer-dated facility at a wider spread. The innovation here: amend-to-extend allows an issuer to term-out loans without actually refinancing into a new credit (which, obviously would require marking the entire loan to market, entailing higher spreads, a new OID, and stricter covenants).
In 2014, The Office of the Comptroller of the Currency along with the Federal Reserve and other regulatory agencies, issued guidelines under which loans that fail to meet credit standards will be deemed “criticized” or “special mention” by bank regulators. Banks that either underwrite or hold such loans could face penalties as a result.
As of this writing (July 2015), the primary criteria was whether an issuer is able, via normal cash flow generation, to repay either all of its senior debt or half of its total debt over seven years.
In addition to restrictions on arranging banks, CLO managers were to, beginning in 2016, face risk-retention requirements under Section 941 of Dodd-Frank. Under these rules, investment managers are required to retain no less than five percent of the credit risk of assets they securitized, except for pools of qualified mortgages.
Axe sheets
These are lists from dealers with indicative secondary bids and offers for loans. Axes are simply price indications.
Break prices
Simply, the price at which loans or bonds are initially traded into the secondary market after they close and allocate. It is called the break price because that is where the facility breaks into the secondary market.
BWIC
Aka “Bids Wanted in Competition.” This is really just a fancy way of describing a secondary auction of loans or bonds. Typically, an account will offer up a portfolio of facilities via a dealer. The dealer will then put out a BWIC, asking potential
buyers to submit for individual names or the entire portfolio. The dealer will then collate the bids and award each facility to the highest bidder.
Circled
When a loan or bond is fully subscribed at a given price it is said to be circled. After that, the loan or bond moves to allocation and funding.
Cover bid
The level that a dealer agrees to essentially underwrite a BWIC or an auction. The dealer, to win the business, may give an account a cover bid, effectively putting a floor on the auction price.
Default rate
This is calculated by either number of loans or principal amount. The formula is similar. For default rate by number of loans: the number of loans that default over a given 12-month period divided by the number of loans outstanding at the beginning of that period. For default rate by principal amount: the amount of loans that default over a 12-month period divided by the total amount outstanding at the beginning of the period. Standard & Poor’s defines a default for the purposes of calculating default rates as a loan that is either (1) rated ’D’ by Standard & Poor’s, (2) to an issuer that has filed for bankruptcy, or (3) in payment default on interest or principal.
Distressed loans
In the loan market, loans traded at less than 80 cents on the dollar are usually considered distressed. In the bond market, the common definition is a spread of 1,000 bps or more. For loans, however, calculating spreads is an elusive art (see above) and therefore a more pedestrian price measure is used.
Disintermediation
Disintermediation refers to the process where banks are replaced (or disintermediated) by institutional investors. This is the process that the loan market has been undergoing for the past 20 years. Another example is the mortgage market where the primary capital providers have evolved from banks and savings and loan institutions to conduits structured by Fannie Mae, Freddie Mac, and the other mortgage securitization shops. Of course, the list of disintermediated markets is long and growing. In addition to leveraged loans and mortgages, this list also includes auto loans and credit card receivables.
Forward calendar
A list of loans or bonds that have been announced but not yet closed. These include both instruments that are yet to come to market and those that are actively being sold but have yet to be circled.
Leveraged loan
Just what is a leveraged loan is a discussion of long standing. Some participants use a spread cut-off: i.e., any loan with a spread of LIBOR+ 125 or LIBOR+150 or higher qualifies.
Others use rating criteria: i.e., any loan rated ‘BB+’ or lower qualifies. But what of loans that are not rated? At Standard & Poor’s LCD we have developed a more complex definition. We include a loan in the leveraged universe if it is rated ‘BB+’ or lower or it is not rated or rated ‘BBB-‘ or higher but has (1) a spread of LIBOR +125 or higher and (2) is secured by a first or second lien. Under this definition, a loan rated ‘BB+’ that has a spread of LIBOR+75 would qualify, but a non-rated loan with the same spread would not. It is hardly a perfect definition, but one that Standard & Poor’s thinks best captures the spirit of loan market participants when they talk about leveraged loans.
Loan-to-own
A strategy in which lenders—typically hedge funds or distressed investors—provide financing to distressed companies. As part of the deal, lenders receive either a potential ownership stake if the company defaults, or, in the case of a bankrupt company, an explicit equity stake as part of the deal.
Loss-given-default
This is simply a measure of how much creditors lose when an issuer defaults. The loss will vary depending on creditor class and the enterprise value of the business when it defaults. All things being equal, secured creditors will lose less than unsecured creditors. Likewise, senior creditors will lose less than subordinated creditors. Calculating loss given default is tricky business. Some practitioners express loss as a nominal percentage of principal or a percentage of principal plus accrued interest. Others use a present value calculation using an estimated discount rate, typically 15-25%, demanded by distressed investors.
Market-clearing level
As this phrase implies, the price or spread at which a deal clears the primary market. Running the books. Generally the loan arranger is said to be “running the books,” i.e., preparing documentation and syndicating and administering the loan.
Middle market
The loan market can be roughly divided into two segments: large corporate and middle market. There are as many ways to define middle market as there are bankers. But, in the leveraged loan market, the standard has become an issuer with no more than $50 million of EBITDA. Based on this, Standard & Poor’s uses the $50 million threshold in its reports and statistics.
Most favored nation clauses
Some loans will include a provision to protect lenders for some specified amount of time if the issuer subsequently places a new loan at a higher spread. Under these provisions, the spread of the existing paper ratchets up to the spread at which the new loan cleared (though in some cases the increase is capped).
MFN sunset
Some agreements end the MFN period after some specified period of say 12 or 18 months after which yield protection ends.
OWIC
This stands for “offers wanted in competition” and is effectively a BWIC in reverse. Instead of seeking bids, a dealer is asked to buy a portfolio of paper and solicits potential sellers for the best offer.
Printing (or “inking”) a deal
Refers to the price or spread at which the loan clears.
Recovery
Recovery is the opposite of loss-given-default—it is the amount a creditor recovers, rather than loses, in a given default.
Relative value
This can refer to the relative return or spread between (1) various instruments of the same issuer, comparing for instance the loan spread with that of a bond; (2) loans or bonds of issuers that are similarly rated and/or in the same sector, comparing for instance the loan spread of one ‘BB’ rated healthcare company with that of another; and (3) spreads between markets, comparing for instance the spread on offer in the loan market with that of high-yield or corporate bonds. Relative value is a way of uncovering undervalued, or overvalued, assets.
Rich/cheap
This is terminology imported from the bond market to the loan market. If you refer to a loan as rich, it means it is trading at a spread that is low compared with other similarly rated loans in the same sector. Conversely, referring to something as cheap
means that it is trading at a spread that is high compared with its peer group. That is, you can buy it on the cheap.
Staple financing
Staple financing is a financing agreement “stapled on” to an acquisition, typically by the M&A advisor. So, if a private equity firm is working with an investment bank to acquire a property, that bank, or a group of banks, may provide a staple financing to ensure that the firm has the wherewithal to complete the deal. Because the staple
financing provides guidelines on both structure and leverage, it typically forms the basis for the eventual financing that is negotiated by the auction winner, and the staple provider will usually serve as one of the arrangers of the financing, along with the lenders that were backing the buyer.
LCD’s Loan Market Primer is in available in PDF format. (Though it does not include the eye-popping charts and graphs displayed above. It does, however, feature an overview from S&P Capital IQ on rating leveraged loans, as well as criteria guidelines for recovery ratings on speculative-grade debt.) Enjoy.
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