4.5 Private credit & Distressed Debt Flashcards

1
Q

Types of debt

A

1) leveraged loans & direct lending - private credit

2) mezzanine & distressed debt - referred to as PE due to equity like risks

3) Venture Debt - debt given to VC

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2
Q

Amount of dry powder? What can oversupply and under supply of it do?

A

200b of private debt investments

•Oversupply of dry powder may reduce credit spreads & weaken covenant protections.
• Undersupply may mean sufficient private credit may not be available when needed.

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3
Q

3 Private credit funds:

A

1) Interval funds - Semi-liquid, semi-illiquid closed-end funds; offer to repurchase from investors some of funds’ outstanding shares at regular time intervals (e.g., monthly); thus, do not trade in secondary market. 5-7 yrs

2) Drawdown funds - investors commitments are called as needed (e.g., to meet expenses or investments), providing partnership-like liquidity. May have indefinite term or fixed life. May purchase bank loans or bonds or underwrite new debt.

3) Funds with loan-to-own objective - Make loans with intention of converting them to ownership stake in debtors’ firms. Loan-to-own investment: investors focus on value of borrower’s assets that may be repossessed if borrower cannot service the loan

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4
Q

Fulcrum security

A

Senior-most debt security most likely to be repaid with equity in reorganized firm.

Reorganized firm’s equity may be substantially undervalued in its first year; then may increase.

PE funds involved in reorganizations may invest in fulcrum securities.

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5
Q

PE equity funds VS Hedge fund investment duration in distressed firms?

A

PE take longer positions

Hedge funds - shorter positions

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6
Q

Syndicated loans?

A

Loan to one borrower, multiple lenders

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7
Q

Bonds VS Loans

A

1) Liquidity:
Bonds - more liquid
Loans - less liquid, may have higher yields due to liquidity premiums

2) Default risk:
Bonds - junior to loans, usually unsecured
Loans - most senior, usually secured

3) Interest rate risk:
Bonds - higher risk, non callable, fixed rate
Loan - lower risk, callable, floating rate

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8
Q

Floating rate bonds that daily reset to short term market interest rates have the same interest rate risk as?

A

Cash

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9
Q

Change in bond price for an increase in interest rates is expressed as?

A

Bond price change = - Duration x Interest Rate increase

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10
Q

When is duration and when is modified duration used?

A

Duration - cont compounded rate

Modified duration - discrete compounded rate

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11
Q

Modified duration formula:

A

y - stated annual yield (no effects of comp interest)
m - number of compounding periods per year
y/m = period non annualized rate

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12
Q

Effective interest rate includes what? Formula?

A

Includes effects of compounding

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13
Q

Investment grade levels from Moody’s and SnP?

A

Moodys - Baa and above

SnP BBB and above

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14
Q

3% sovereign debt yield, credit spread for A rated bond is 1% and for B rates 2.8%. What is the yield of the debt in 2 scenarios?

A

3+1 = 4% a rated

3+2.8=5.8% b rated

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15
Q

Spread of yields in 2021 of treasuries and high yield bonds?

A

3.4%

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16
Q

Credit spread definition

A

Difference in vield between two debt instruments of similar maturities, one with credit risk and the other with little or no credit risk.

In other words, it is the excess yield on a credit risky debt instrument relative to the yield on a debt instrument of similar maturity with little or no credit risk.

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17
Q

Indenture definition?

A

Contract between a lender and a borrower that states the terms of the loan (e.g., interest rate, maturity, face value, payment schedule, and covenants).

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18
Q

Covenants definition

A

Promises made to the lender that certain activities will or will not be carried out

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19
Q

4 types of covenants

A

1) Affirmative - conditions with which borrowed must comply. Requires disclosure of financial information

2) Negative - prohibited activities (result in default)

3) Incurrence - require certain actions to be taken or not after a certain event occurs

4) Maintenance - standard is regularly met to avoid default

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20
Q

Covenant lite (cov-lite) loans are? Key stats? Recovery rate?

A

Loans will few covenants

They have been increasing, which results in higher distressed debt levels

75%+ of loans in US in 2018 were cov lite

50% of loans in Europe in 2016, and 5% in 2007

Recovery rate:
1) first lien - from 77% to 43%
2) second lien - from 43% to 14%

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21
Q

5 ways that covenants can control risk (Antezak, Lucas, and Fabozzi (2009)

A

1) preservation of collateral - lenders require 50% LTV for inventory, 60% PPE, 80% inventory

2) appropriation of excess cash flow - excess cash flow to go to paying down debt

3) control of business risk (limit risky activities)

4) performance requirements

5) reporting requirements

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22
Q

Problems with the LBO of Refinitiv (2018)

A

1) Borrower could prepay the unsecured debt before the secured debt (which is at the top of the capital structure and typically paid first).

2) The company could be sold without first having to pay off its debt.

3) No limit on dividend payments

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23
Q

6 levels of Capital stack from highest priority to lowest?

A
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24
Q

Unitranche loans definition? Effect on mezzanine lending?

A

Hybrid loan that combines senior and junior debt into one loan at one blended interest rate

Mezzanine is decreasing because of this and rise of direct lending

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25
Q

2 types of bankruptcy

A

1) liquidation (chapter 7) - not a going concern

2) restructuring (chapter 11)

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26
Q

Recovery rates for bankruptcy companies?

A

1) first lien / secured bonds 76% on first lien, 56% on secured bonds, 44% senior unsecured bonds

2) Subordinated debt 20-30%

3) equity: 0%

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27
Q

Haircut in lending

A

Reduction in amount owed as a result of bankruptcy proceedings

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28
Q

6 chronological steps in Chapter 11 bankruptcy

A

1) Debtor files a petition with the court for protection under Chapter 11.

2) The filing prompts an automatic stay by the bankruptcy court, which suspends actions by the debtor company’s creditors.

3) If the debtor company has a prepackaged reorganization plan, it can request court approval of the plan at the same time as filing for Chapter 11 protection.

4) If no prepackaged reorganization plan exists, the debtor in possession has 120 days after filing for protection to file a reorganization plan, and an additional 60 days to convince the creditors to accept the plan. The plan has to be accepted by the creditors and then confirmed by the bankruptcy court.

5) If half the number and two-thirds of the dollar amount of the claims in each class of creditors accept the plan, then bankruptcy court approval is sought. If the plan is not accepted, the debtor company must submit a new plan and renegotiate with creditors, or the bankruptcy court may cram down a plan on all parties.

6) After the 180-day exclusive period is over, any claimant may submit a reorganization plan to the court. If the debtor company accepts the plan, bankruptcy court approval may be sought.

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29
Q

Plan of reorganization definition, what does it include?

A

Business plan the debtor proposes for emerging from bankruptcy protection as a viable company.

It includes how creditors and shareholders will be paid.

Creditors are entitled to vote on the plan. If all impaired classes of security holders vote in favor of the plan, the bankruptcy court will conduct a confirmation hearing.

If the requirements of the bankruptcy code are met, the plan is confirmed and a newly reorganized company emerges from bankruptcy protection.

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30
Q

Prepackaged bankruptcy filing

A

Some debtor companies may agree on a reorganization plan with their creditors before filing for Chapter 11 protection, where creditors typically agree to compromise on the debt in return for equity in the reorganized company.

In this case, after filing with the bankruptcy court and submitting the previously negotiated reorganization plan, the company can quickly emerge with a new structure.

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31
Q

Cram-down definition? When can it occur?

A

Provision in the bankruptcy proceedings that enables the bankruptcy court judge to execute a reorganization plan over the objections of an impaired class of security holders

A reorganization plan may be confirmed over the objection of a class of security holders as long as the plan:
1) does not unfairly discriminate against members of that class
2) is fair and equitable with respect to members.

Usually option of last resort

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32
Q

Blocking position definition? Impact?

A

One or more creditors can block a reorganization plan if they hold more than 1/3 of the dollar amount of any claimant class.

A blocking position forces the debtor company and other parties to negotiate with the blocking creditors).

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33
Q

Since when is reorganization possible in EU?

A

2022

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34
Q

Classification claim?

A

When the reorg plan categorizes claims in particular classes, equity last, senior debt first

35
Q

Absolute priority rule in bankruptcy?

A

Before any security holders are paid, employee salaries, taxes, and accounts payable typically need to be paid.

36
Q

Debtor in possession (DIP) financing? Why do lenders provide it?

A

Additional credit provided by secured lenders to debtor companies striving to continue their business operations.

Creditors grant DIP financing for a number of reasons.
1) It enables the debtor company to remain in operation and attempt to address debt issues.
2) DIP loans get priority over other debt incurred by the debtor before the Chapter 11 filing.

37
Q

2 broad categories of bank loans?

A

1) investment grade

2) Leveraged loans

38
Q

Leveraged loan key characteristics?

A

1) The borrowing firm’s debt is rated below BBB or Baa.

2) The loan has a coupon rate in excess of 125-200 basis points over LIBOR.

3) Second lien interest after senior secured loans.

4) Similar to high-yield/junk bonds in terms of credit ratings and corporate profile.

39
Q

Why did the leveraged loan market grow?

A

Because investors started buying these securities

40
Q

In 2018, Percent of borrowers that use leverage loans to refinance debt? Implications?

A

40%.

Borrowers may be unable to pay back loans if credit conditions tighten

41
Q

In 2018, Who purchases most the leveraged loans? Implications?

A

80% by Collateralized loan obligations and open end mutual funds

If demand for CLOs reduces then financing can become more limited

42
Q

Leverage loan seniority level?

A

Senior loans with High priority in bankruptcy

43
Q

Direct lending definition? Key characteristics? What skills do lenders need?

A

Lending directly from someone, not a bank

1) Focus more on assets of company not on credit analysis
2) Mostly secured senior debt
3) unlikely to experience j curve effect (lower fees and higher yields)
4) most loans are to companies with revenues up to 100m, EBITDA of 10m, loan amount 20-50m

Lender needs the skills to source the deals, restructuring, law, working with the borrower

44
Q

Peer to peer lending (P2P) definition, key characteristics?

A

Originating loan directly to customers

Usually lower interest rates that consumer debt => reduces costs via refinancing

Investors in P2P can earn higher yields than on similar risk credit

2/3 of P2P lending is done by institutional investors

45
Q

Mezzanine financing definition and key characteristics? Returns?

A

Unsecured intermediate note with a combination of debt and equity

1) Each note is tailored
2) equity kickers are issued via WARRANTS (call options on stock with very low strike price)
3) equity component can be 5-20% of total equity
4) the higher the coupon the fewer warrants

Total return: 15-20% (10-14% coupon, 5-10% equity kicker)

46
Q

Merton Option View formula?

A

Corporate Debt = firm’s assets - Call option on firm’s assets

47
Q

Typical exits strategies for mezzanine debt?

A

1) When the borrowing firm goes public or receives capital via a large equity issuance.

2) Borrowing firm being acquired or recapitalized

Mezzanine debt investors receive the face value of the mezzanine debt and the sale of stock from the conversion rights or sale of warrants attached to the mezzanine debt.

48
Q

How does mezzanine financing fill in the gap in the financial market?

A

They provide financing to middle cap companies, that use mezzanine financing in amount less than 400m

49
Q

Mezzanine financing specific characteristics?

A

1) it is provided by PE Firms (mezzanine debt funds) => very specific, requires long negotiation to exit (usually sold at a deep discount)

2) medium term (5-7 yrs), fixed coupon

3) mezzanine debt investors focus on total return (debt + future equity participation)

4) often includes payment in kind toggle (PIK Toggle) = allows borrower to decide if coupon payments are made in cash or more mezzanine bonds

5) only interest payments until maturity

6) higher loan to EBITDA multiple. Ex: 4.5 multiple means that company with 10m EBITDA can borrow 45m, with 23m senior debt, 22m mezzanine debt

50
Q

Sponsored lending

A

Lending to a company that is financially back by a PE or Buyout sponsor.

In case the company becomes distressed the sponsor injects money into the business

51
Q

Mezzanine debt, High yield bonds and Leveraged loans compared on:

1) security type
2) credit rating requirement
3) level of loan covenants
4) term
5) amortization
6) coupon type
7) coupon rate
8) prepayment penalty
9) recovery if default
10) liquidity

A
52
Q

7 types of mezzanine debt financing?

A

1) management buyout (MBO)

2) growth and expansion

3) acquisition

4) recapitalization

5) CRE financing - gap between first mortgage financing (40-75% LTV) and contributed equity (10-15%)

6) LBO

7) Bridge financing

53
Q

4 types of major Mezzanine debt investors?

A

1) Mezzanine funds

2) Insurance companies

3) Traditional senior lenders (stretch financing)

4) Traditional VC firm

54
Q

Mezzanine funds main characteristics? How do they differ to PE?

A
  • Limited partnerships managed by GP
  • Investors are pension funds, foundations
  • repaid in 4-7 years
  • significantly smaller than LBO funds (which can be 20+b)
  • 1-2% management fee, 20% carry

Differ in 2 ways:
1) returns are lower (15-20%) - higher for PE
2) team of Mostly financial engineers VS tech knowledge team in PE

55
Q

Stretch financing?

A

Debt that exceeds collateral value. In return as for an equity kicker

56
Q

8 characteristics of Mezzanine debt

A

1) mezzanine lenders can be on board of directors

2) borrower restrictions (on new debt, dividends, etc)

3) extremely flexible debt structure

4) INTERCREDITOR AGREEMENT (negotiation between senior and mezzanine creditors)

5) Subordination
- blanket subordination - prevents any prepayment to mezzanine creditors until senior creditors have been paid off completely
- spring - allows interest payment while senior debt is still outstanding, but prohibits payments in case of default/covenant brake on senior debt

6) Acceleration of payment - require debt to be repaid sooner

7) assignment - mezzanine creditors are not allowed to sell their interests to a third party without prior agreement with other creditors

8) take out provision - give mezzanine debt investors the right to purchase the senior debt after a certain portion of it has been repaid. As a result, they may become the firm’s senior debtholders. They then usually convert the debt to equity, thus becoming the firm’s largest shareholder.

• This is one of the most important specifications in the intercreditor agreement.

57
Q

Distressed debt?

A

1) debt with market price less than 1/2 of principal

2) yields 10% above risk free rate OR has a CCC (Caa) credit rating

3) buy debt from near or in default companies

4) in terms of risk - between LBO and VC

58
Q

Supply of distressed debt

A

1) inefficient / stale management

2) failed LBOs

59
Q

Why investors buy distressed debt

A

1) market is inefficient

2) deep discounts due to illiquidity

3) transform to equity or good returns on discounted debt if company corrects

60
Q

Annual credit loss rate? Formula?

A

Credit loss rate = Default rate x loss given default

OR

Default rate x (1- Recovery rate)

61
Q

Credit spread formula for distressed debt investors?

A

Credit spread = Credit loss rate + Required risk premium

62
Q

Credit spreads and Loan losses in relation to market forces? Suggestions?

A

both cyclical

To have lower allocations to debt late in the credit cycle (when spreads are tight)

63
Q

4 broad categories of distressed debt investing

A

1) active control seeking (most risky and time intensive, 20-25% expected returns)

2) active not control seeking (target return 15-20%, ensure best return on debt)

3) Passive (buy from companies that cant hold distressed debt)

4) non performing loans - focus on collateral value

64
Q

Risks of distressed debt investing? Main concern of investors?

A

1) long term, illiquid
2) business risk (company does not recover)

That the business is able to execute business plan, more resemble equity investors

65
Q

5 insights into Vulture investing

A

1) vulture investors help clean up the market of bad companies

2) the credit cycle is a series of booms and busts

3) most important skill is identifying FULCRUM SECURITY

4) fulcrum security has changed from being subordinated debt to senior secured bank loan

5) negative perception is due to loan to own mentality

66
Q

VC backed and non VC Backed start ups?

A

VC Backed:
1) failure rate 75% VS 90%
2) failure rate by yr5 19% VS 51%
3) Acquisition rate by yr 5: 4.1% VS 0.36%
4) IPO Rate by yr 5: 7.58% VS 0.02%

67
Q

Venture Debt key characteristics?

A

1) term 1-3 years
2) high interest rates
3) equity kickers (right to purchase share at the price of the latest round of financing). Warrant coverage 5-15%.
4) interest only period followed by scheduled amortization

68
Q

How does warrant coverage work?

A

Warrant coverage refers to the number of shares lenders receive through warrants (which is a percentage of the loan amount).

For instance, a $1 million venture loan with a 5% warrant coverage gives the lender the option to buy $50,000 in equity at some future time at a given strike price.

69
Q

2 groups of venture lenders

A

1) VD Funds

2) Specialized banks

70
Q

Main categories of venture lenders

A
71
Q

Statistics on VD Markets

A

1) 78% US. In 2019 - 130b in start ups, 10-12b in VD

2) Europe 10% VD (uk, france, germany)

3) other regions 6% (1-2m deal size)

72
Q

Venture Lender target returns?

A

12-18% IRR, 3 components

1) fee income, 1-2% of capital

2) interest income 9-15% yield on capital

3) warrant gains, equity kicker

73
Q

Key terms of VD

A
74
Q

Why do start ups issue VD in addition to raising VC?

A

1) reduced equity dilution

2) debt financing is cheaper

3) flexible structure

4) delays the need for equity financing

75
Q

Uribe & Mann (2017) findings on loss rate? Reasons?

A

VD Loss rate is around 3%

Because start up failures outnumber loan defaults, as the VDs are paid at the next level of capital raising

76
Q

Munday (2018) study (2004-2016) Compared less liquid lending (mezzanine, direct lending and distressed) and liquid lending (high yield bonds, BDC, leveraged loans)

What are the results?

A

1) Less liquid funds had lower price vol. (even after adjusting for smoothing effects of illiquidity).

2) Less liquid funds had lower return correlations (~0.2 vs. 0.8).

3) Distressed & DL (least liquid) outperformed more liquid fixed-income strategies (including MD).

Despite results, due to illiquidity understating price vol., not accurate to compare these performances.

77
Q

CAPM Formula?

A
78
Q

According to Schultze, what represents the most important skill for vulture investing? Why?

A

Identifying the fulcrum security

This because vultures earn the largest profits from holding post-bankruptcy/recovery equity (not from the cash recovery values of debt senior to the fulcrum security).

79
Q

When is modified duration equal = duration?

A

With continuous compounding

80
Q

Mezzanine debt is what type of investment and is it subject to J curve effect?

A

Cash on cash investment, receives coupons twice a year.

Not subject to J curve

81
Q

What is required before bankruptcy approval can be sought for acceptance of a plan of reorganization?

A

1/2 number & 2/3 dollar amount of claims in each class of creditors vote in favor of plan

82
Q

Direct lending fees are based on?

A

Based on invested capital

83
Q

Most expensive form of debt financing?

A

Mezzanine

84
Q

Recent periods of high default rates?

A

1990, 2001, 2008