Financing the Economy 2018 - The role of private credit managers in supporting economic growth
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Financing the Economy 2018 The role of private credit managers in supporting economic growth lendingforgrowth.org
Financing the Economy 2018 © Alternative Credit Council 2018. This publication should not be considered as constituting legal advice or as a substitute for seeking legal counsel. It is provided as a general informational service and may be considered attorney advertising in some jurisdictions. To the extent permitted by law, neither Dechert LLP, nor any of its members, employees, agents, service providers or professional advisers assumes any liability or responsibility for, or owes any duty of care in respect of, any consequences of any person accessing any of the information pertaining to the case studies contained in this publication. For the avoidance of any doubt, the case studies included within this publication have been requested by the Alternative Credit Council (ACC), and collated and prepared by members of the ACC executive staff. The information contained in these case studies is for general informational purposes for readers of this publication only.
lendingforgrowth.org Contents Foreword 4 Executive Summary 5 Manager Demographics 6 Borrowers 9 Investors in Private Credit 21 Fees 27 Fund-level Leverage and Financing 34 Fund Structures 40 Conclusion 45 Case Studies 46 3
Financing the Economy 2018 Foreword Welcome to Financing the Economy This is a significant vote of 2018, the fourth edition in a series confidence in the sector and a of papers analysing the global sign that private credit managers private credit industry produced by have established themselves as the Alternative Credit Council (ACC), a credible mainstream option for the private credit affiliate of the investors, in the same way that Alternative Investment Management they have established themselves Association (AIMA). This edition is as a mainstream finance option for again produced in partnership with borrowers. Dechert LLP. Jiří Król While the fundamentals driving Deputy CEO, We are delighted to be publishing the growth of private credit remain Alternative Credit Council this research at a time when strong, the factors supporting that policymakers are re-evaluating growth are facing several tests. their approach to the non-bank The market remains extremely lending sector. The Financial competitive with private credit Stability Board recently announced managers working ever harder that it will no longer use the term to compete for deal flow. This shadow banking in its work. We dynamic is evident in the continued warmly welcome this move as the pressure on deal terms, as well as ACC, and this report in particular, the growing use of leverage in some have consistently argued that this parts of the market. Private credit term was an inappropriate label for managers are mindful that we are distinct, legitimate, regulated and getting ever closer to the top of the Chris Gardner transparent business models. We credit cycle, if not the economic Partner, Financial Services, hope that this research will continue one. Dechert LLP to build on the successful dialogue between our industry and policy As we look ahead to 2019, we makers. and the industry practitioners are thinking hard about the risks that In past editions of this paper we may lie ahead, not just for individual have charted how private credit portfolios but for the sector as a has grown from being a relatively whole. Our performance during a niche industry to a fully-fledged period of economic stress is likely global source of financing for mid- to shape borrower, investor and market corporates in particular. The policymaker attitudes towards sector remains on track to reach private credit for years to come. Stuart Fiertz $1 trillion AUM by 2020. There are Our ability as an industry to Chairman, Alternative numerous data points and case maintain good financial discipline Credit Council, and President, Cheyne Capital studies throughout this report that and communicate not just with demonstrate how private credit our immediate stakeholders but managers are supporting the also the general public during this economy in new ways, growing in period will be a determining factor areas like real estate finance, trade in ensuring a sustainable future for finance or asset-backed lending. It the asset class. This research aims is also apparent that this growth is at such an honest and transparent increasingly fuelled by allocations engagement on the part of from institutional investors, with managers and members of the ACC pension funds making up the with the broader market and society largest group. at large. 4
lendingforgrowth.org Executive Summary Financing the whole economy: Private credit is a Europe (excluding the UK). Also, in Europe, insurers globally established source of mainstream finance for now account for twice the amount of committed capital borrowers around the world. Managers are increasingly when compared to North American counterparts. lending to a far wider variety of borrowers outside of the mid-market than ever before: from smaller Experience with lending: The majority of private businesses and startups, to larger corporations and credit managers that reported to this survey have long- infrastructure projects. Nearly a third of all capital standing experience of the sector. Over 60% have been invested supports non-corporate lending strategies, operating for over six years, with experience across including asset-backed finance, trade finance, multiple fund vintages and loans. receivables, real estate and distressed. Borrowers Cautious optimism: Private credit managers expect can access bespoke financing that offers far greater continued growth across the asset class but are also flexibility than traditional bank lenders. One in four preparing for the possibility of an end to the current private credit managers surveyed provide financing to credit cycle and tougher economic conditions for companies with EBITDAs of over $75 million and over borrowers. Managers are preparing by lending at 40% surveyed are lending to companies with EBITDAs higher positions within the capital structure, and by of less than $25 million. The tangible benefit of private avoiding or rotating away from cyclical sectors. credit to the real economy can be seen through the multiple borrower case studies presented throughout Use of financing: More than half of all managers and this paper. investors surveyed, prefer unlevered private credit strategies. Where leverage is employed by managers, it Working with borrowers: Private credit managers tends to be at relatively low levels although those levels are an important source of long-term finance for have risen slightly over the past year. While there is a borrowers. A wider selection of financing structures growing investor acceptance of the use of financing for as well as more competitive lending terms means liquidity management, investors remain vigilant about borrowers of private credit now have more choice this being used for leverage purposes. than ever when looking for financing, and thus more negotiating power. Borrower fees, loan coupons and Appropriate fund structures: Approximately two covenants are a good measure of this, and the new thirds of all managers surveyed have closed-ended data in this paper on all three indicates that borrowers commitment and drawdown fund structures. With of private credit are in a strong position. these structures, the maturity of the capital committed to private credit strategies is matched to the finance Delivering for investors: The investor base of private that managers are providing to the real economy. credit continues to grow. Over 70% of all private credit This is a two-fold benefit for the financial system; (i) committed capital1 now comes from institutional it provides a stable source of long-term capital for investors. The diversity of private credit means that borrowers, and (ii) it mitigates against pro-cyclical there are also attractive strategies for smaller or non- tendencies in the credit markets and acts as a natural institutional investors such as family offices, which stabiliser. account for 5% of committed capital allocated to private credit. New findings in the paper indicate that 38% of capital committed to private credit today comes from North American investors. In new evidence that the European market is becoming a core region for private credit, 31% of industry committed capital comes from 1 For the purposes of this paper committed capital refers to the total capital that has been allocated by an investor to a private credit manager. It includes both drawn capital (or deployed capital) and undrawn capital (or dry powder). 5
Financing the Economy 2018 1 Manager Demographics Financing the Economy 2018 draws of roundtables and one-on-one to private credit investments, while its content from several different interviews. Managers were also smaller managers are those that sources. The backbone of this paper invited to submit case studies of have under $1 billion committed to is provided by a survey conducted how their firms are contributing to private credit investments. by the Alternative Credit Council the real economy, which you can (ACC) and Dechert LLP (Dechert) of find throughout this paper. The industry’s total global assets private credit managers. Almost 70 under management (AUM) continue private credit managers responded Throughout this paper you will to grow. As we predicted last year, to the survey; collectively they note we refer to large private credit the industry is still on track to manage an estimated $470 billion managers and smaller private credit exceed $1 trillion in AUM by 2020, in private credit investments, managers who count among the as shown in Figure 1. This capital is across a broad cross-section of respondents that contributed to this being put to work, with dry powder3 jurisdictions and strategies.2 The paper. Where we describe larger as a proportion of industry AUM survey data was then explored by managers, this refers to managers remaining below the sector’s long- the ACC and Dechert in a series that have over $1 billion committed term average as shown in Figure 2. Figure 1. Global private credit AUM and breakdown Industry of committed capital AUM and dryand breakdown of committed powder capital and dry powder - Preqin FY 2017 1200.0 1000.0 800.0 691.96 600.0 420.0 400.0 388.0 337.8 280.6 298.0 241.1 269.0 217.2 414.03 200.0 135.9 177.2 107.1 38.0 43.3 54.7 76.3 246.0 29.3 28.4 32.9 195.1 175.4 214.0 217.5 73.3 99.7 111.8 105.0 116.7 132.6 132.3 15.3 24.3 31.5 39.1 38.8 42.9 0.0 31/12/2000 31/12/2001 31/12/2002 31/12/2003 31/12/2004 31/12/2005 31/12/2006 31/12/2007 31/12/2008 31/12/2009 31/12/2010 31/12/2011 31/12/2012 31/12/2013 31/12/2014 31/12/2015 31/12/2016 31/12/2017 31/12/2020 (FC) !"#$%&$'()$*%+,-($./0 !"#$%&$10(-2345-,$623"-$./0 Sum of Dry powder $bn Sum of Committed Capital $bn Source: Preqin, ACC research 2 In this paper we use the term ‘private credit’ to describe all forms of debt finance provided by non-bank lenders. 3 For the purposes of this paper dry powder (or undrawn capital) refers to capital that has been committed to a private credit manager but has not yet been invested. 6
lendingforgrowth.org Source: Preqin, ACC research Figure 2. Dry powder as percentage of global private credit AUM Dry powder as percentage of industry AUM AUM - Preqin FY 2017 60% 51% 49% 49% 48% 50% 46% 47% 44% 45% 41% 39% Average 40% 37% 37% 37% 35% 35% 36% 34% 33% 30% 20% 10% 0% 31/12/2000 31/12/2001 31/12/2002 31/12/2003 31/12/2004 31/12/2005 31/12/2006 31/12/2007 31/12/2008 31/12/2009 31/12/2010 31/12/2011 31/12/2012 31/12/2013 31/12/2014 31/12/2015 31/12/2016 31/12/2017 Respondents to the survey are credit hubs with the majority of market, while managers based in based around the world, as shown managers located in those two Asia-Pacific are also increasingly in Figure 3. The United States jurisdictions. Europe (excluding prominent. of America (US) and the United the UK) is increasingly closing Kingdom (UK) remain key private the gap on the more mature US Where does your firm have its headquarters/primary asset management centre? Figure 3. Where does your firm have its headquarters/ 15% Asia Pacific primary asset management centre? Europe (ex. U 36% North Ameri 19% Asia-Pacific (ex. US) UK Europe (ex. UK) North America (ex. US) 4% US UK 25% US 7
Financing the Economy 2018 In the 2017 edition of Financing This theme is further supported investments for over six years and the Economy we demonstrated by the findings from this year’s nearly a half have been in private how private credit has become survey. Two thirds of respondents credit for over 10 years. a mainstream source of finance. have been managing private credit !"#$%"&'$()*$+",-$./-0$122&$0)&)'/&'$3-/4)52$6-27/5$/&42*502&5*8 7% 9% Figure 4. Less than 2 years How long has your firm been 2-3 years managing 45% 18% 4-6 years private credit 7-10 years investments? Greater than 10 years 21% OurLess than 25)years data (figure 2-3 years suggests that 4-6 Contributors respondents. years 7-10 to ouryearsa jurisdiction Greater thanwe in which 10predicted years Europe is home to more firms that roundtable discussions agreed imminent private credit growth in are newer to private credit than that the European market has last year’s Financing the Economy. North America. 10% of European become an increasingly attractive Private credit managers tell us that managers who responded to our proposition, which is likely driving the past 12 months have been survey reported that they have newer managers to invest in the a watershed for private credit in been managing private credit for region. Germany, with German sponsors less than two years, compared and borrowers increasingly to only 4% of North American Over the last year much of this embracing private credit. growth has come from Germany, Figure 5. How long has your firm been managing !"#$%"&'$()*$+",-$./-0$122&$0)&)'/&'$3-/4)52$6-27/5$/&42*502&5*8 private credit investments? (by region) Europe North America 91+$-2'/"&: 60% 50% 40% 30% 20% 10% 0% Less than 2 years 2-3 years 4-6 years 7-10 years Greater than 10 years Europe North America 8
lendingforgrowth.org 2 Borrowers Key takeaways: • Private credit managers expect continued growth across the industry but are also preparing for the possibility of an end to the current credit cycle and tougher economic conditions for borrowers. • Private credit managers are increasingly lending outside of the mid-market. Almost 25% of private credit managers provide financing to companies with EBITDAs of over $75 million and over 40% are lending to companies with EBITDAs of less than $25 million. This trend, first identified in last year’s Financing the Economy, looks set to continue. • Private credit managers continue to work with borrowers to provide tailored finance solutions. As well as benefitting from a greater choice of finance products, borrowers are also seeking more flexibility on loan covenants and driving a hard bargain on pricing. • Private credit managers continue to develop additional loan origination pathways with non- sponsored lending continuing to grow in relative importance. 9
Financing the Economy 2018 While small-and-medium-sized Market condition trends in relation small percentage of the lending enterprises (SMEs) and mid-market to covenants are being closely opportunities that are available companies4 remain crucial to the monitored by all private credit in the market. The managers private credit industry, private credit managers. When discussing the with whom we spoke generally managers are increasingly providing prevalence of looser covenants, have experience in dealing with financing to both smaller and private credit managers commented borrowers in stressed or default larger companies. Further, private that the direct lending markets situations and so believe they are credit managers are increasingly remained relatively more disciplined well placed to weather changes in relying on direct relationships than the more liquid leveraged the economic and credit cycle. While and repeat business. Sponsored loan or high yield markets. Further, managers did not expect all funds lending continues to be a significant managers to whom we spoke to fare equally well in this scenario, part of the market. At the same stated that there is a floor which there is a strong feeling that the time, competition in the market is they would not go below in relation sector as a whole would perform enabling borrowers to achieve more to deal terms, and that the due relatively well in any downturn. flexibility on loan covenants and diligence processes employed by Managers are preparing by lending pricing. private credit managers mean that at higher positions within the managers only invest in a capital structure, and by avoiding or rotating away from cyclical sectors. proximately what proportion of nd(s) in aggregate are allocated PRIVATE CREDIT MARKETS of banks by private credit managers is a permanent shift. While the debt, asset finance and trade finance tend to be the preserve of following private credit markets? Lending to SMEs and the mid- total volume of capital allocated managers who specialise in these market remains crucial to the global to private credit strategies has markets. Lending in these instances private credit industry. As shown increased, the distribution of capital tends to be secured against real in Figure 6, half of respondents’ across different subsets of the assets such as property, goods or capital is allocated to SMEs or mid- private credit market has remained plant and machinery, meaning that market borrowers. This is a similar broadly consistent. This suggests managers need to have in-depth finding to previous Financing the gure XXX. Percentage of global industry committed capital allocated to Economy surveys, reinforcing our that there are multiple engines of growth for private credit. Subsets knowledge of these markets. view that the (partial) replacement individual private credit markets of private credit such as real estate Large corporates 3% 5% SME/Mid-market 5% 11% Distressed Figure 6. 6% 3% Infrasructure Percentage of Real Estate global industry capital allocated 9% Structured products (e.g. CLOs, CDOs) to individual private credit 51% Trade Finance 3% Receivables 4% Asset-backed lending Other 4 For the purposes of this paper we use the European Commission’s definition of an SME as a business or company that has fewer than 250 employees and Large corporates either an annual turnover not exceeding €50m, orSME/Mid-market Distressed an annual balance-sheet total not exceeding €43m. We use the common understanding of mid-market companies as companies with $10m-$70m EBITDA per annum. Infrastructure 10 Real Estate Structured products (e.g. CLOs, CDOs)
lendingforgrowth.org Regional and size splits than European ones. This may be creditor protection frameworks because North American managers, across Europe, means that the Turning to our regional data (figures and their investors, are simply market for European distressed 7 and 8), investments in distressed more comfortable and experienced debt remains less attractive. This debt (albeit a modest population with the strategy. The continued may change in coming years as represented in the analysis below) Q6. Approximately what proportion of your are considerably more popular difficulties faced by European banks to offload their non-performing loan policymakers continue to encourage a more active NPL market in fund(s) in aggregate are allocated to the among North American managers (NPL) books, along with fragmented Europe.5 following private credit markets? Weighted, by manager Figure size 7. Market allocations of average private credit fund Smaller private credit managers Larger private credit managers (by managerFigure size) XXX. Market allocations of average private credit manager fund (by manager size) 50% 45% 43% 40% 38% 35% 30% 25% 20% 15% 15% 12% 11% 10% 9% 10% 8% 7% 7% 7% 7% 6% Q6. Approximately what proportion of your1% 5% 5% 5% 3% 3% 1% 2% fund(s) in aggregate are allocated to the 0% Large corporates SME/Mid-market Distressed Infrastructure Real Estate Structured Trade finance Receivables Asset-backed Other following private credit markets? Weighted, by products (e.g. CLOs, CDOs) lending region Smaller private credit managers Larger private credit managers Figure 8. Market allocations of average private credit manager fund (by region) North America Europe 12 Figure XXX. Market allocations of average private credit manager fund (by region) 50% 45% 45% 41% 40% 35% 30% 25% 19% 20% 15% 13% 10%9% 9% 10% 7% 8% 6% 5% 5% 5% 5% 4% 4% 5% 3% 3% 0% 1% 0% Large corporates SME/Mid-market Distressed Infrastructure Real Estate Structured Trade finance Receivables Asset-backed Other products (e.g. lending CLOs, CDOs) North America Europe In March 2018, the European Commission presented a package of measures to address the risks related to high levels of NPLs in Europe. 5 11 11
Financing the Economy 2018 EXPECTATIONS Examining the respondent data Respondents also anticipate on a net basis (subtracting the significant growth in the distressed When asked whether they plan number of respondents planning debt market. When pressed on to deploy more, less, or the same ‘less investment’ from those this point, managers identified amount of capital to the various planning ‘more investment’), a third the expectation that interest rates private credit markets (Figure 9), of respondents plan to increase would rise making it harder for respondents were clear: more allocations to SMEs and/or some borrowers to meet their respondents predict increasing their mid-market companies over the existing loan commitments or allocation than decreasing it across coming three years. This may be to refinance. Further, various every sub-sector of the private because, as one private credit indicators,including the sheer length credit market. Optimism is highest manager put it, “borrowers are of the current credit cycle, suggest in relation to SME and mid-market more open to alternative funding that the economy is entering a Figureas6.well lending, Percentage as distressedof andglobal industry committed than they were five years ago”. period where continued economic capital allocated asset-backed lending. to individual private credit markets growth may be less certain than in the recent past. Q7. How do you see your investment in these private credit markets changing Figure 9. How do you see your over the investment next in these three private credit years? Less investment Same level of investment More investment markets changing over the next three years? Figure XXX. How do you see your investment in these private credit markets changing over the next three years? 100% 12% 90% 22% 28% 27% 24% 24% 29% 35% 80% 42% 42% 70% 60% 50% 76% 66% 66% 64% 59% 62% 61% 40% 45% 56% 49% 30% 20% 10% 13% 13% 12% 10% 12% 10% 12% 12% 9% 8% Regional 0% and size splits than European ones. This may along with the fragmented creditor Large Corporates SME/Mid-market Distressed Infrastructure Real estate Structured Trade finance Receivables Asset-backed be because North American protection frameworks across Other Turning to our regional data, products (e.g. lending managers, and their investors, CLOs, CDOs) Europe, means that the market for investments in distressed debt are simply Less investment more comfortable Same level of investment and European distressed debt remains More investment (albeit a modest population experienced with the strategy. less attractive. This may change represented in the analysis above) The continued difficulties faced by in coming years as policymakers 13 are considerably more popular European banks to offload their continue to encourage a more among North American managers non-performing loan (NPL) books, active NPL market in Europe.4 12
lendingforgrowth.org This optimism in the industry The third line of defence cited was is accompanied by an acute having adequate workout resources awareness that we are in a long and expertise. Having access to staff Case study credit cycle that could perhaps (either in-house or via third parties) Clients advised by be nearing its end. Many of with knowledge of default scenarios Allianz GI provide the conversations we held with and restructuring is becoming an managers centred on their firm’s increasingly relevant consideration financing to preparedness for a downturn and for managers and one they use to infrastructure project their expectations as to what the differentiate themselves from their Clients advised by Allianz GI reaction would be in the private competitors. provided €400m of financing to credit market. Sound underwriting an Italian infrastructure project was singled out as the key first Moving into the distressed debt supporting the construction of defence mechanism against market also provides opportunities parts of the Venice ring road. deteriorating credit conditions. for managers to finance a larger The motorway assets are an As one private credit manager population of borrowers. As one essential link in the Italian and explained, identifying a strong private credit manager explained, European motorway system and company and matching the lending any bank removing distressed debt are vital for international trade structure to its cashflow provides from its loan book would provide between western, central, and protection even if the “environment an opportunity for a private credit eastern Europe. around it is about to collapse”. manager to develop a relationship with borrowers who have previously The second line of defence only used bank financing. cited is being proactive when monitoring loans and engaging with A borrower’s inability to repay a borrowers. This is where a sound loan is often less a reflection of operational set up and discipline that borrower’s financial strength, in data gathering, monitoring and more a reflection that the loan and management becomes key. was made on the wrong terms. For Our previous research shows many borrowers in distress, debt the industry is increasing its refinancing may also be preferable focus on upgrading operational to giving up equity. infrastructure to integrate data from their borrowers with other relevant datasets to support risk monitoring. Managers also stressed the importance of risk mapping and stress testing of their portfolios. This type of forward-looking assessment would typically consider how borrowers may fare under more challenging (but plausible) market scenarios, and how this would affect managers’ overall portfolio. 13
Financing the Economy 2018 Regional splits One example of where there is an to help reinvigorate this as a even larger disparity in allocations source of finance for borrowers. There is a difference of approach to structured products, where 29% Despite recent revisions to the EU regarding allocations to certain of North American respondents Securitisation Regulation, European categories between North American plan to deploy additional capital, respondents seem to be reserving and European respondents. As compared to only 4% of European judgement for the time being. In shown in Figure 10, on a net basis, respondents. In Europe, appetite for the US, meanwhile, the removal 38% of North American respondents these products remains low amidst of risk retention requirements for anticipate they will deploy more greater regulatory restrictions. Many some collateralised loan obligations capital to distressed debt over the private credit managers with whom is likely an important factor in coming three years, compared to we spoke support improvements driving optimism around structured 24% of European respondents. in securitisation frameworks products. Q7. How do you see your investment in these private credit markets changing over the next three10.years? Figure Net How do you see‘more investment,’ your investment in these by region private credit markets changing over the next Europe North America three years? (Net percentage of ‘more investment’ responses,Figure by region) XXX. How do you see your investment in these private credit markets changing over the next three years? (Net percentage of ‘more investment’ responses, by region) 40% 38% 37% 35% 31% 30% 29% 26% 25% 24% 24% 25% 25% 23% 21% 20% 14% 15% 15% 10% 11% 10% 7% 5% 5% 5% 4% 0% 0% Large Corporates SME/Mid-market Distressed Infrastructure Real estate Structured Trade finance Receivables Asset-backed Other products (e.g. lending CLOs, CDOs) Europe North America 15 14
lendingforgrowth.org BORROWERS BY SIZE We also see an increasing the same. Instead, private credit dispersion of borrowers’ EBITDAs. managers are increasingly lending As shown in Figure 11, the average In 2017, 39% of private credit to smaller companies,those with borrower EBITDA6 reported by all managers reported an average less than $25 million EBITDA,and respondents is $44 million, up from borrower EBITDA of between $25 larger companies, with over $100 $38 million in 2017. million and $75 million; this year million EBITDA, as shown in Figures only 32% of respondents reported 13 and 14. What is the average EBITDA* (in USD millions) of your firm’s borrowers? 2% Negative EBITDA (e.g. 17% 14% potential distressed loan) Figure 11. What 3% is the average Less than $5m EBITDA (in USD $5m - $9.9m millions) of your 8% $10m - $24.9m firm’s borrowers? $25m - $49.9m Average: 8% 24% $44 million $50m - $74.9m $75m - $99.9m 24% Greater than $100m !"#$%&'%$"(%$)*&+#,%$#-.($%,/#0%'&1(%$"#$%)/2%3#4(%5&$"&0%)/2-%*-&6#$(% Negative EBITDA (e.g. potential distressed loan) +-(7&$%'$-#$(.)8 Less than $5m $5m - $9.9m $10m - $24.9m $25m - $49.9m 3% 3% $50m - $74.9m $75m - $99.9m Greater than $100m Figure 12. What is 16% 8% Less than $1m the typical target loan size that you $1m - $4.9m make within your $5m - $9.9m private credit strategy? 26% $10m - $24.9m $25m - $99.9m Average: $61 million 44% $100m - $249.99m 9(''%$"#0%:;3 :;3% ??3 :@3%??3 :;A3% ??3 :B@3%??3 :;AA3% ??3 EBITDA based on either GAAP or IFRS accounting standards and excluding any addbacks 6 15
Financing the Economy 2018 As per Figure 13, 17% of There has been a trend since respondents reported lending to 2016, for private credit managers Case study companies with EBITDAs of more to lend to companies with under Cheyne Capital than $100 million, more than $25 million in EBITDA, as shown in double the number reported in Figure 14. Those firms gain access finances established UK 2017. This is a clear indication to the capital they need to support housebuilder that the private credit industry is their growth without surrendering Cheyne Capital provided a increasingly able to take on the any equity, and benefit from £35 million five-year junior deals that were once entirely the tailored finance solutions. loan to Larkfleet Homes, an domain of banks (a trend discussed SME regional housebuilding in Financing the Economy 2017). company headquartered in the Moving closer to loan sizes seen in East Midlands area of the UK, to public bond markets. finance its expansion plans and grow its regional presence. Figure 13. Percentage of respondents allocating to companies with EBITDAs in excess of $100m !"#$"%&'(")*+)#",-*%."%&,)'//*$'&0%()&*)$*1-'%0",)20&3)456789,)0%)":$",,) *+);)?"'# @ *%@ ?"'# 20% 17% 15% 13% 10% 8% Case study 5% OCP Asia provides 0% funding for Australian 2018 2017 2016 house-and-land project Hong Kong based OCP Asia Q19. What is the average EBITDA* provided a $70 million loan (in USD millions) of your firm’s to Welsh Group to fund a borrowers? Figure By year 14. Percentage of respondents allocating new house-and-land project to companies with EBITDAs of less than $25m in Melbourne, Australia. The Percentage of respondents allocating to companies with EBITDAs of less than financing will support the $25m (year-on-year) development of 400 lots and an 44% 42% 43% apartment site in Melbourne. 39% OCP Asia previously provided 33% 34% a $105m loan to finance Welsh Group’s development of a 1300- 29% lot house-and-land estate, also 24% in, Melbourne. 19% 14% 9% 4% -1% 2018 2017 2016 61 16
lendingforgrowth.org LOAN ORIGINATION between private credit managers position of providing multiple and borrowers; 40% of respondents rounds of funding to the same As shown in Figure 15, the most report using such channels. As the borrower, a trend identified in last common way of originating lending private credit industry matures, year’s Financing the Economy. flow is through direct relationships managers are increasingly in the !"#$%&'%$"(%)*'$%+*))*,%+"#,,(-%*.%'*/0+&,1%2*$(,$&#-%+0(3&$%*22*0$/,&$&('4 2% 2% 5% Direct relationship with a borrower Figure 15. 10% Private equity firms What is the most common channel 40% Banks/credit institution 11% of sourcing Other industry relationships potential credit Consultants opportunities? Other (please specify) Peer-to-peer platforms 31% Q26. WhatSponsoredpercentage ofsupports lending has traditionally This 7 financing the hypothesis provided requires managers byto invest your firm typically involves anon-sponsored financialteams, sponsor 5&0(+$%0(-#$&*,'"&2%6&$"%#%7*00*6(0 80&9#$(%(:/&$;%.&0)'
Financing the Economy 2018 Q21. What is the most common Regional and size splits channel of sourcing potential credit North American and European private credit managers source their loans in different ways, with 38% of North opportunities? By region American respondents reporting that private equity firms are their most common channel, while 41% of European managers reported that direct relationships with borrowers was the most common channel. Figure 17. What is the Figure XXX. most What common is the channel most common channel of sourcing potential credit Europe North America of sourcing potential credit opportunities? opportunities?(by (By region) region) 45% 41% 40% 38% 35% 35% 33% 30% 25% 19% 20% 15% 11% 10% 7% 4% 4% 4% 4% 5% 0% Banks/credit Consultants Direct relationship Other (please specify) Other industry Peer-to-peer Private equity firms institution with a borrower relationships platforms Europe North America BORROWER TERMS Loan covenants are a key means by which managers can manage credit 74 Private credit remains a borrower’s Case study risk and protect their interests. market. Borrowers have both a Covenants do not, however, exist in CVC Credit Partners greater choice of lenders and more isolation; less stringent covenants provides financing negotiating power. Borrower fees, do not necessarily equate to less to Spanish invoice- coupon quantums and covenants robust lending practices. Private discounting operator for are a good measure of this; our credit managers with whom we second time data on all three indicates that spoke highlighted how the ability borrowers of private credit are in a In August CVC Credit Partners to identify and analyse viable credit strong position.8 provided a second round of opportunities was more critical than financing to the Gedesco Group As shown in Figure 18, almost ever. The sophistication of market (Gedesco) following a deal in four times as many respondents research, due diligence and credit 2015 to support the growth of report that arrangement fees are risk assessment processes are all the business. Headquartered decreasing rather than increasing. becoming crucial differentiators. in Valencia, Spain, Gedesco Twice as many respondents Further, while private credit is the largest independent reported financial covenant managers may be showing more specialist invoice-discounting protection weakening rather than flexibility around covenants than in and factoring operator in the those that reported strengthening previous years, there are still risk country. The business has more over the past year, as shown in baselines they will not cross. than 25 offices across Spain. Figure 19. We also see a mixed This is indicated by the relatively picture on the headroom provided high proportion of private credit to borrowers against their financial managers (60%) who report no covenants as shown in Figure 20. change in financial covenant While the picture on loan coupons protection during the last 12 is more nuanced, a third of months (see Figure 20). respondents report that coupons have lowered over the last 12 months. 8 These findings are in keeping with other industry research. For instance, a recent paper by Preqin found that 63% of private credit managers believed that lending terms became more borrower-friendly in the preceding 12 months. See: Preqin,“Private Debt Fund Manager Outlook” 2018. 18
lendingforgrowth.org Figure 18. How has your Figure 19. How have Figure 20. How has coupon for a potential your arrangement fees financial covenant loancoupon XXX. How has your changed for aover the loanFigure potential changed changed over XXX. How have yourthe past fees arrangement Figure protection changed XXX. How has financial covenant protection over the past past year? year? year? changed over the past year? over theover changed pastthe year? past year? 5% 21% 18% 27% 46% 60% 33% 13% 77% 1 2 1 2 3 Higher Higher Less financial# $ % covenant protection Lower Lower More financial No noticeable change No noticeable change covenant protection No noticeable change in covenant protection FigureFigure 21.isWhat XXX. What is the the typical typical headroom provided headroom providedfor for borrowers against borrowers against theirtheir financial covenants? financial covenants? Case study !" 3% Beechbrook Capital Less finances leading global than 20% executive search 10% 20% specialist 29% Beechbrook Capital’s UK 25% 20% SME credit fund provided a 30% unitranche loan to Leathwaite, a global human capital specialist 12% More than 35% with offices in London, New 25% 35% York, Hong Kong and Zurich. The investment will help Leathwaite to accelerate its worldwide expansion, launch 1 2 3 4 5 6 new business streams and invest in proprietary technology. 19
Financing the Economy 2018 Regional and size splits the past year, while only 8% report When we compare the use of greater prote ction. This compares covenant terms between larger As in other matters there is regional to 26% of European managers and smaller managers, as shown in variation around changes to reporting less covenant protection, Figure 23 we see that 44% of larger financial covenant protection. As and 11% reporting greater covenant private credit managers’ report shown in Figure 22, 38% of North American respondents report less Q24. How has financial covenant protection. that covenants have lessened over financial covenant protection over protection changed over the past the past year; only 4% of smaller managers reported the same. year? By region Figure XXX. How has financial covenant protection changed over the past year? (By region) Figure 22. 70% 63% How has financial 60% 54% covenant protection 50% changed over the past 40% 38% year? (by region) 30% 26% 20% 11% Q24. How has financial covenant 10% 8% Europe North America protection changed over the past 0% Less financial covenant protection More financial covenant protection No noticeable change in financial covenant protection year? By manager size Europe North America 78 Figure XXX. How has financial covenant protection changed over the past year? (By manager size) 100% Figure 23. 90% 88% How has financial 80% covenant protection 70% 60% changed over the past 50% 44% year? (by manager size) 40% 39% 30% 20% 17% 8% 10% 4% Less than $1bn Greater than $1bn 0% Less financial covenant protection More financial covenant protection No noticeable change in financial covenant protection Less than $1bn Greater than $1bn 79 CONCLUSION at all stages of development as We also continue to see specialised well as to more established blue- managers providing finance to While SMEs and mid-market firms chip companies. This competition niche markets. This ensures that remain central to private credit between private credit managers borrowers in these markets are able lending, private credit managers are benefits borrowers, a greater to source finance from lenders who moving beyond these markets. The proportion of whom can now see know their industry and are able to flexibility of private credit facilitates private credit as a mainstream work with them on tailored finance bespoke financing to borrowers source of finance. solutions. 20
lendingforgrowth.org 3 Investors in Private Credit Key takeaways: • The investor landscape of private credit is becoming increasingly diverse, with a wide range of investor types, both institutional and otherwise, committing capital to private credit. • The majority of capital committed to private credit comes from North America. • There is still a significant number of investors committing capital to the industry for the first time, indicating that opportunities remain. • Investors of all types have a choice of positions in borrowers’ capital structures to match their risk and return appetites. • Private credit managers are flexible when it comes to working with investors: a strong majority are willing to run separately managed accounts. 21
Financing the Economy 2018 INVESTOR DEMOGRAPHICS Case study Our data indicates that 38% of capital committed to private credit comes from North American investors. A further 31% of industry committed LendInvest capital comes from Europe (excluding the UK) in another sign that the completes £16 million European market is becoming a core region for private credit. development deal in UK Investment in the private credit sector is also becoming more institutional. commuter town As shown in Figure 24, over 70% of all private credit committed capital LendInvest completed a £16 comes from pension funds, insurers, and sovereign wealth funds. Such million financing deal with investors may have been drawn to private credit as an alternative to established development finance their traditional fixed income allocations in the years following the global borrower, Yogo Group. The deal financial crisis, as investment-grade corporate bond yields (along with was completed in three weeks government bond yields) collapsed.9 Private credit can also offer investors from initial introduction to site a range of risk/return profiles. For example, senior secured debt backed purchase. The development by ample collateral can offer low but attractive yields, while unsecured, finance loan will fund the part- unitranche10 or leveraged loans can offer stronger yields to investors who conversion and rebuilding of an are willing to take on more risk. What began as a cyclical trend is now a historic building, as well as the structural shift: an increasing number of institutional investors now have construction of new units. specific alternative credit allocation categories in their portfolios.11 Private credit equally remains open to smaller investors such as family offices. Our analysis indicates that on average 5% they account for of capital committed to private credit, as shown in Figure 25. Family offices are typically seen as more flexible and, along with high-net-worth individuals (HNWIs), tend to have greater risk appetites than their institutional peers. Further, such investors tend to make smaller commitments, and thus do not face the institutional investor challenge of finding funds large Case study enough to accept them. One more category of investor reported by our UK community housing respondents is worth highlighting: employees and staff. Notably, over 70% secures financing from of respondents reported that their staff had invested capital with them. M&G Investments This shows an alignment of interests between private credit managers and their investors. Watford Community Housing secured £65 million of financing Regional and size splits from M&G, enabling the Insurers account for 38% of committed capital to European respondents; continued construction of 675 twice the percentage allocated to their North American respondents. homes over the next three years As mentioned in the first section of this paper, European insurers are in the UK. The 32-year financing becoming increasingly interested in allocating private credit to fixed income secured by Watford Community components of investors’ portfolios. Housing will facilitate its ambition of building 1,000 Across our survey, smaller private credit managers draw a larger affordable homes by 2020, proportion of their capital from HNWIs and family offices. This divide of which over 100 have been is likely caused by the fact that institutional investors tend to make already completed. larger allocations and often have internal policies preventing them from representing over a certain percentage of a manager’s assets. Family offices and HNWI, meanwhile, can be more flexible. https://www.businessinsider.com/10-year-isnt-the-government-bond-yield-you-should-be-focusing-on-2018-5?IR=T 9 A combination of a senior tranche of debt and a junior tranche of debt in a single loan with a blended return. 10 Gapstow Capital Partners, How do U.S. Public Pension Plans Allocate to Alternative Credit?, October 10, 2018. 11 22
lendingforgrowth.org 23. Investor region breakdown centage of total private credit Figure 24. Approximately what Figure 25. Investor type breakdown proportion of your current investors as percentage of total private credit are based in the following regions? AUM Figure 23. Investor region breakdown as percentage of total private credit AUM !"#$%&'()*'+*,-'.$-*/"01$2#*3"#&02*3$/02$-*.4*0)1#52'"*24/# 1% 3% 3% 4% Pension funds US Insurers 14% 5% North America (ex. US) 3% 32% 5% Other UK 35% Sovereign wealth funds Europe (ex. UK) 15% Family offices Middle East/Africa 31% 6% Private banks Asia-Pacific 13% 31% High-net-worth individuals South America Employees and staff US Investor Breakdown (allocation to manager) North America (ex. US) UK Europe (ex. UK) Middle East/Africa Asia Pacific South6#)50')*+7)&5 America 8)57"#"5 92:#" ;'1#"#0,)*(#$-2:*+7)&5
Financing the Economy 2018 INVESTOR EXPERIENCE Investors are increasingly familiar with private credit and how to integrate the strategy into their overall investment portfolio. As shown in Figure 28, half of all respondents report that less than a fifth of their investors were allocating to private credit for the first time; an average of 25% of respondents’ investors are on their first allocation to private credit. As private credit managers with whom we spoke explained, investors in private credit find the uncorrelated returns and illiquidity premium on offer very attractive in the current climate.12 An investment in private credit can also offer a wide variety of risk and maturity profiles, depending on the capital structures in which a manager invests, and the type of lending activity undertaken. Private credit investors continue to show a preference for higher positions in the capital structure, with more than 40% of capital allocated to senior secured debt strategies (Figure 29). This preference is likely due to many !"#$%&'()'*$#+'%,-%.,/(%0*1'2$,(2%#('%-0(2$ investors still placing greater value on the loan’s security rather3than $04'%#55,)#$,(2%$,%&(01#$'%)('60$7 the potential to make an outsized return, as well as the stage the economy finds itself in the credit cycle. 7% Figure 28. 10% What percentage 31% 0-10% of your investors 11-20% are first-time allocators to 21-40% private credit? 41-60% 29% Average: 81-100% 25% 24% !"#$%&'((()'*+,"-+.'/-%$0-$%&'+..10+-"12/'13'+4&%+#&',%"4+-&'0%&5"-' 6+2+#&%'3$25 8398: 993;8: ;93
lendingforgrowth.org Regional and size splits There is reason to believe that private credit has room to grow in both of its largest regions. On average, the percentage of first-time investors in North American and European private credit managers is remarkably similar: 26% Q13. What percentage of your The image part with relationship ID rId2 was not found in the file. and 23%, respectively. This suggests that there continues to be a strong investors are first-time allocators to pipeline of first-time investors in both of these regions. private Figure 30. credit? By region What percentage of your investors are Europe North America first-time allocators to private credit? (by region) Figure XXX. What percentage of your investors are first-time allocators to private credit? (By region) 35% 33% 33% First time investors in private credit: 26% of North 30% North America average: 26% 26% 26% 26% Europe average: 23% America managers‘ investors 25% 22% First time investors in 20% 16% private credit: 23% of European 15% managers‘ investors 10% 6% 5% 6% 5% 0% Case study 0-10% 11-20% 21-40% 41-60% 81-100% Europe North America Permira invests in 38 Italian clothing brand When we compare larger and smaller private credit managers (Figure Permira Credit Solutions III 31) there is a much starker divide. On average, only 18% of investors in (PCS3) invested in the senior larger private credit managers are first-time investors in private credit, secured floating rate notes compared to 33% of investors in smaller private credit managers. It is not of TwinSet, a luxury Italian unreasonable to assume that a first-time allocator to private credit would women’s clothing brand. This want to start with a relatively small allocation and increase it over time; was a primary transaction with smaller private credit managers tend to have lower minimum allocations. PCS3 acting as lead arranger. As such smaller private credit managers may provide an important entry- The deal was originated through point for investors. a strong relationship with the sponsor, The Carlyle Group. Q13. What percentage of your The image part with relationship ID rId2 was not found in the file. investors are first-time allocators to private credit? By manager size Figure 31. What percentage of your investors are Smaller private credit managers first-time allocators Figure to private XXX. What percentage credit? of your investors (by manager are first-time allocators to size) private credit? (By manager size) Larger private credit managers 40% 36% 35% 31% Smaller manager average: 33% 30% 28% 28% Larger manager average: 18% 25% 25% First time investors in 19% 19% 20% private credit: 18% of larger 15% managers‘ investors 10% 8% 6% First time investors in 5% private credit: 33% of smaller 0% 0-10% 11-20% 21-40% 41-60% 81-100% managers‘ investors Smaller private credit managers Larger private credit managers 39 25
Financing the Economy 2018 MANAGED ACCOUNTS private credit managers create accounts to feature bespoke bespoke investment accounts for fee arrangements. 84% of all The growing influence of individual investors. These accounts respondents reported being open institutional investors in private give investors influence over how to the idea of managed accounts, credit is evident in the use of their investments are managed and as shown in Figure 32, albeit at managed accounts for single give them greater transparency. different sizes. investors. In such arrangements It is also common for managed At what level are you able to offer managed account structures for single investors? 2% Do not offer managed 16% 18% account structures Figure 32. Less than $50m At what level are you able to offer 7% $50m-$75m managed account $75m-$100m structures for $100m-$250m single investors? 33% 16% $250m-$500m Greater than $500m 8% Do not offer managed account structures Less than $50m $50m - $75m CONCLUSION The growing influence $75m of - $100m institutional investors in private Case study $100m As - $250m more investors commit capital $250m - $500m credit will have profound to private credit (or increase their Monroe Capital Greater than $500m allocations thereto), the industry is implications for the industry. supports Private credit managers may find catering to an ever-expanding list of their due diligence processes recapitalisation of USA investor requirements. The volume brand implementation subject to greater scrutiny before of allocations is in turn making gaining allocations. Whilst managers company the industry more appealing for a are adapting to meet these greater variety of investors, creating Monroe Capital LLC acted expectations, continued dialogue a virtuous circle. as lead arranger and between investors and managers administrative agent on the will be essential if private credit is to funding of a $25.5 million reach its full potential. unitranche credit facility to support the growth and expansion of Atlas Sign Industries, Inc. (Atlas). Atlas is an international provider of brand implementation products and services. 26
lendingforgrowth.org 4 Fees Key takeaways: • Private credit managers offer a wide variety of fee arrangements; these arrangements are affected by, among other things, their strategies, risk levels, return expectations, and fund structures. • Fee levels remain competitive across the sector; a quarter of all respondents report their management fees being lowered over the past two years. • From the sample of managers that were polled, the average management fee charged is 1.29%, and the average incentivisation percentage is 15%. Over 80% of private credit managers would consider further lowering their rates for the right investor. • The vast majority of private credit managers charge management fees only on drawn capital; preferred returns, hurdle rates and clawbacks are also popular in the industry. 27
Financing the Economy 2018 Q31. Which fees d There is no single traditional fee TYPES OF FEES business Figure 33. from yo investments? (Se model in the private credit industry. As shown in Figure 33, over 90% Which fees do you Rather, private credit managers arrange their fees based on, of respondents report charging derive as a business amongst other things, the strategies management fees. In most cases, from your private these fees are calculated as a credit investments? they pursue and the loans in which they invest (and the concomitant percentage of drawn capital (see Figure (select all that XXX. Which fees do apply) below). 79% of respondent reported targeted returns and risk levels), invest charging a performance fee. These the type of funds they run (whether 93% tend to be more common in funds 100% they are closed or open-ended), 79% with higher targeted returns. As 80% and the levels of leverage they such, they are particularly common deploy. This means that it can be 60% in levered senior secured debt 33% challenging to describe ‘typical’ 40% funds, as well as in mezzanine debt private credit fee structures. In 20% funds and distressed debt funds. general, the greater the target 0% return, the higher the level of Management Performance Arrangement C fees. At the same time, investors fees fees fees are often subject to lower fees for investing in closed-end funds invested in less liquid assets. To better understand how a 10% of their flagship fund). Among likely to report charging incentive private credit manager’s strategy the five most common strategies, fees to reflect the additional work affects its fee arrangements, we those managers with significant that is typically required to deliver split the results by the markets in loans to large corporates are most outperformance in this type of Q31. Which fees do you derive as a business which respondents report having a likely to charge management fees, investment strategy. significant level of capital invested As shown in Figure 34, a distressed from your private credit investments? (By (defined for our purposes as over debt focused manager is most manager sizes, select all that apply) Figure 34. Which fees do you derive as a Management fees Performance fees business from your private credit investments? (by manager strategy) Figure XXX. Which fees do you derive as a business from your private credit investments? (By manager strategy) 100% 94% 90% 92% 87% 88% 90% 82% 81% 80% 76% 76% 75% 70% 60% 50% 40% 30% 20% 10% 0% Large corporates SME/Mid-market Distressed Real Estate Structured products (e.g. CLOs, CDOs) Management fees Performance fees 28 103
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