The EIF’s support for ‘sponsor-less’ transactions

Institutional investors in favour of sponsor-backed, syndicated deals have typically overlooked the lower end of the private debt universe, but the European Investment Fund’s Marco Natoli and Francesco Battazzi believe that will change.

This article is sponsored by EIF

Francesco Battazzi

Sponsor-less transactions are entering a new era. What was once considered the ‘lower end’ of the private debt universe, with higher barriers to entry and a more specialist investment style, is now attracting institutional investors in search of yield, portfolio diversification and stronger contractual terms. Indeed, the growth in allocations to private debt over recent years lays the foundations for an increasing number of investments into the non-sponsored area of the market.

Marco Natoli

Lacking a private equity sponsor, non-sponsored transactions are generally less leveraged and more flexible on terms. Without the M&A component, they support an SME’s organic growth, innovation projects or capital expenditure. Critically, without a private equity sponsor, the fund managers can work directly with the company to negotiate terms, impose covenants and enhance risk-adjusted returns. While predominately long-term loans, these transactions can also take the form of asset-based financing. In this category, we include managers specialised in leasing, receivable financing and export financing.

Funds specialised in asset-based financing are exposed to lower volatility compared to M&A financing or unsecured lending. Portfolio downside protection is key to navigate through a potential downturn in the credit cycle, and these funds require specialised teams with significant networks and competences in the specific niche and asset with which they deal. Funds that originate through crowd-lending platforms are also part of the sponsor-less space and offer opportunities for further risk diversification and shortening the duration of a private debt portfolio.

Sponsor-less transactions therefore represent a big opportunity for investors to select high-quality SMEs, diversify their risk and de-correlate from sponsored deals, to exercise hands-on investment monitoring and enhance risk-adjusted returns compared to sponsored transactions.

However, institutional investors may find that they do not have the expertise or the resources to analyse funds focusing on sponsor-less financing or other niche strategies. This can particularly apply to investors such as pension funds and insurance companies, which invest in a wide range of assets, or smaller investors such as family offices, which may not have the resources to carry out extensive due diligence.

Being a cornerstone investor
Having an experienced investor involved can make this process easier. Since 2009, the EIF has invested in funds that primarily make smaller, sponsor-less debt transactions to SMEs, focusing first on mezzanine funds, and, since 2015, on senior credit funds. Thanks to our access to data for more than 1.3 million SMEs from our guarantee business, we are credit-risk assessment specialists, able to select sponsor-less funds that have the sophisticated monitoring skill to follow up portfolio companies, investigate different exit routes and offer different skills to the SME. In senior credit alone, the EIF has screened over 180 funds since 2015, investing in 38.

We have supported the development of this market with €4.5 billion invested in 113 debt funds across Europe, of which more than €1.5 billion is invested in 38 senior credit funds, including strategies such as loans, bonds and asset-based finance. We are also selectively investing in funds that originate their lending through crowd-lending platforms: precisely six funds originating through more than 10 platforms.

A cornerstone investment from the EIF is often a signal to other investors that deep analysis of the asset class and extensive due diligence has taken place as well as that funds’ documentation follows best market practice. Cornerstone investors typically provide a high degree of guidance regarding the economics, structure and governance of the fund. Our experience in risk-adjusted returns of SME credit across Europe has made us a knowledge leader in this area, with unparalleled market reach and screening ability.

This has resulted in a portfolio construction focused on diversification, low volatility and low correlation with mainstream strategies. Our pan-European approach means funds are diversified across strategy, manager, sector and geography.

Over this decade, we have witnessed the asset class offer predictable and stable cashflows and low performance volatility to investors. The cashflow generation of senior SME financing also mitigates the so-called ‘J-curve’ effect present in other alternative asset classes such as equity and infrastructure funds by generating returns in a shorter timeframe.

Sponsor-less transactions not only offer interesting risk-adjusted returns, but also a conduit for institutional investors to make investments in the real economy – the SMEs that provide employment and economic growth.

However, due diligence and fund selection are not the only barriers to investment in the asset class. Access to fund pipeline is also more difficult in the sponsor-less arena. With smaller players operating in niche strategies, the investor itself must be more active in scouting management teams across Europe. These origination challenges pose high barriers to entry for the unsophisticated investor.

“Fund managers can work directly with the company to negotiate terms, impose covenants, and enhance risk-adjusted returns”

Accessing the fund pipeline
The EIF has found that a fund-of-funds structure provides a useful gateway through which institutional investment can flow into some of the specialist sectors in which it invests. The Asset Management Umbrella Fund vehicle, currently investing in the EIF’s portfolio of top-performing venture capital, life sciences and growth capital funds, leverages on the EIF’s unique market positioning and its capabilities of sourcing high quality managers across Europe and its capacity to analyse those funds.

By channelling private investment into our best-performing funds, we are ensuring the sustainable, long-term supply of capital to SMEs. At present, the AMUF vehicle focuses on venture capital, life sciences, growth capital and secondaries investments. However, in the future, it may add more compartments.

The EIF’s market breadth and reach also benefits investors geared towards national investment opportunities, who now wish to pursue cross border investment opportunities. How is the sponsor-less transaction market likely to develop going forward? The US is a strong example of funds choosing to specialise in either sponsored transactions or sponsor-less.

In Europe, funds broadly still consider both, but as the asset class deepens in liquidity and more funds are raised, a similar bifurcation could emerge. Newer investors in search of yield, diversity and low volatility are also likely to enter the asset class. In these cases, getting the fund selection right is crucial.

Yet the EIF is also aware that the asset class requires a wider, stable and diversified investor base to realise its growth potential. The concentration of funds within established management firms and in certain geographies means that fundraising activity in Europe is concentrated on a limited number of large management firms operating in mainstream markets such as France, Germany, the UK and Benelux.

Therefore, we selectively invest also in first-time fund managers outside the traditional jurisdictions.To those fund managers that are raising first-time funds, we offer advice on market best practices and governance — analysing their investment strategies and encouraging the manager to implement portfolio covenants to improve the risk-return profile of the fund.

With interventions which encourage new funds to be raised, and interventions which offer new private investors a way to access the market, a larger, deeper, liquid and more sustainable investor base is growing in sponsor-less transactions – one that offers institutional investors an alternative asset class with strong portfolio downside protection.

Marco Natoli is the EIF’s equity investments head of division for northern, eastern and southern Europe. He is responsible for managing investments in private equity, mezzanine/hybrid and debt funds.

Francesco Battazzi is the EIF’s head of division for diversified debt funds. He is responsible for investments in private debt funds focusing on senior credit and portfolio diversification, across Europe.