Over the past year or so, the leveraged loan market has taken quite a beating in the press. There was good reason for this. On the whole, this market had a very risky investment philosophy: stretch on credit risk in pursuit of higher yield. As competition intensified in the direct lending market – particularly in the larger company space with loans of $50 million and upwards – and as yields declined, lenders in the leveraged loan market have had a more laissez-faire attitude when it came to upholding high credit standards.
As direct lending continued to flourish following the global financial crisis, corporate lenders began to loosen their investment discipline in order to win new deals and maintain robust deployment numbers amid increased head-to-head competition from direct lending. Lenders started to provide surplus leverage to large borrowers, further fueled by aggressive addbacks. They also began to eliminate financial covenants and set up very borrower-friendly structures. Some of these structures left lenders unprotected from collateral transfer and open to certain ‘accordion’ features, which gave borrowers the power to draw more debt from the lenders in future without additional consent.
Up until covid-19 placed an abrupt halt to daily life and shuttered businesses around the world, the direct lending environment was unquestionably borrower-friendly. Many lenders saw leverage levels swell to 6x or more and loan-to-value ratios increase to 60 percent and beyond. As a result, cash interest coverage ratios declined. Risk mitigating mechanisms, typically synonymous with an investment in a first lien loan in the US, were disregarded. Most of these loans lacked a full package of quarterly financial covenants, which are key in the measurement of, and timely reaction to, company performance and used to be standard for first lien paper. When there are no covenants in place, the lender is unable to take any action until the company defaults on its interest payments. By the time that happens, the company and the lenders are both in trouble.
Lending to performing companies was designed to be an asset class that provided predictable and stable yields with built-in safety protections to furnish steady returns during market booms and ensure capital preservation during market declines. Moreover, when a bubble is building, mitigating downside risk should be paramount. But downside risk protection against even a moderate recession was not a priority for many lenders. Worse, covid-19 arrived without warning and wreaked havoc on the markets. This year, we have seen wild and unprecedented swings in the public equity and fixed-income markets.
With the first quarter now behind us, what can we expect to see in the private lending market in terms of existing portfolio valuations, covenant breaches and recovery rates? What will new dealflow look like in terms of leverage levels and pricing?
Private equity firms and lenders alike will see a decline in valuations for Q1 and probably for Q2. This will be especially so for those exposed to sectors hit hard by the pandemic (such as airlines, hospitality and energy) and, to a somewhat lesser degree, businesses in the US that have been mandated by state governments to temporarily close (location-based product or service companies). If the result of covid-19 winds up being a full-blown recession in the US, then many more businesses will be affected.
Lenders that aggressively levered up their borrowers’ balance sheets and created covenant-lite structures in the pre-covid deal environment will no doubt see payment defaults spike, losses pile up and recovery rates fall at higher rates than those that lent at much more conservative levels.
Also hard-hit will be those lenders that had a high percentage of non-sponsored transactions. In those cases, it will be the lenders (and not the equity sponsors, as will be the case in sponsored transactions) that will need to provide all the rescue financing and take on the burden of ensuring companies are able to withstand this period of pain.
One area we believe will continue to thrive is the lower mid-market (loan sizes just below $50 million). These corporate borrowers are large enough to have sufficiently strong underlying characteristics to be a safe credit risk, and have credit ratings on a par with or perhaps better than those at the higher end of the mid-market due to lower leverage levels. The level of safety one would have otherwise assumed when investing in a large company has been diminished by the high level of risk created through aggressive leverage levels, no covenants and limited rights when the company underperforms. This has made the very large loan a very risky one.
The lower mid-market had less competition before covid-19, and lenders in this space had more rights than those in the core mid-market. As such, lower mid-market lenders were able to maintain lower leverage levels (3-4x compared with 5.5x or more in the core mid-market), lower loan-to-value ratios (40 percent versus 60 percent or more) and keep EBITDA addbacks at bay. Lenders in this space are also able to manage loans actively by requiring board observer seats, monthly and quarterly financial statements, quarterly compliance certificates and annual independent audits. Superior visibility into borrower performance coupled with control of the loan voting rights allows the lender to exercise its rights early on in order to firmly address problems before they result in payment defaults or loss of principal. Many of these characteristics have been unavailable in the larger loan market.
Although no lender will be left unscathed by the pandemic, those that will persevere are the ones that have insisted on three things: low leverage levels to withstand a steep decline in earnings; partnerships with private equity firms that are willing to support companies by infusing additional equity capital; and abundant lender rights that did not recede during the benign economic environment of the last few years.
As this downturn plays out, we will be left with a direct lending landscape of few players as managers with overleveraged portfolios fall away due to performance and liquidity issues as they manage broken portfolios.
One significant impact of covid-19 will be a change in the direct lending market that will mirror the years following the global financial crisis, when credit was strained and therefore extremely expensive once it had been procured. This will create attractive opportunities for direct lenders in the US.
Lenders that created a portfolio full of loans to good-quality businesses at responsible levels of leverage with private equity sponsors and full covenant protections will not be hindered by severe illiquidity resulting from distressed portfolios that were built over the last few “boom” years. Instead, they will be able to deploy dry powder in a disrupted market that will be very attractive for lenders.
As quality businesses look for loans in a credit-strained market, lenders will demand higher pricing and added protections. We will also see covenants and other protections coming as lenders once again become more stringent on structures and terms.
Antonella Napolitano is managing director and head of investor relations and business development at Deerpath Capital, a US-based provider of cashflow-based senior debt financing to lower mid-market companies