The Direct Route

The Direct Route

 
Fueled by ultra-low rates and an economy reopening from the dislocations of Covid-19, a variety of leveraged finance categories— including middle market direct lending—set new issuance records in 2021. However, 2022 seemed to be a far more nuanced environment. In the Q&A below, First Eagle Alternative Credit’s Chris Flynn, president, and Michelle Handy, head of portfolio and underwriting, discuss their perspectives on the middle market direct lending space and how the team is positioned heading into 2023.
chris flynn
Chris Flynn, President of FEAC

Q: What drove middle market direct lending during 2022?

Chris: 
Merger and acquisition (M&A) activity—which in the middle market is typically sponsored by a private equity firm—is a key source of demand for direct lenders’ capital. The very high inflation, rising interest rates and slowing economic growth we saw during 2022 introduced significant volatility to the public financial markets and also weighed on M&A deal flow. M&A volume in the US has declined for five consecutive quarters after peaking
in second quarter 2021, and the pace of deals through the first three quarters of 2022 was down by nearly one-third compared with 2021.1 While this has meant fewer underwriting opportunities, an uncertain environment tends to favor direct lenders over other forms of leveraged finance given their ability to close deals more quickly and with greater certainty of terms than is possible with high yield bonds or syndicated loans.

Looking at First Eagle Alternative Credit’s direct lending book, we are on track to extend over $1 billion of loans to US middle market companies in 2022—significantly lower than our deployment in 2021 but on par with 2020. A decent year, in my view, even as the nature of our deals shifted somewhat. While volumes in 2021 were dominated by private equity sponsors financing new transactions, 2022 has been more about sponsors building on previous platform investments through targeted acquisitions and supporting existing portfolio companies.

Q: How did volatility in the public credit markets during 2022 affect the pricing of middle market loans?

Michelle:

The challenges facing public fixed income markets took time to trickle into the middle market. This lag is not unusual, in our experience, as a largely nonexistent secondary market for these facilities and their directly originated nature has tended to somewhat insulate them from fluctuations in the public space.

Yields and spreads on high yield bonds and leveraged loans bottomed in January and broke durably higher in April, but we didn’t really see much in the way of widening in directly originated middle market loans until June or so. Even then, I’d estimate prices widened only about 70–100 basis points through the end of November. All-in yields saw a more meaningful increase, however, driven by higher reference rates and larger original issue discounts (OIDs)—i.e., the difference between a loan’s par value and the price at which it is issued. OIDs offered on new loans widened to about 2.5% from the 2.0% that had been more typical.2

Upfront concessions like OIDs improve the economics of the deal from a lender’s perspective, and the rising OIDs we have seen of late suggest a rationing of credit may be underway. Deals are still getting done, but the fairway is narrow. Risk-sensitive lenders are focused on the most pristine opportunities—facilities with lower loan-to-value ratios extended to noncyclical businesses—and generally are wary of businesses dependent on healthy consumer-demand dynamics and discretionary-spending trends.

Michelle Handy
Michelle Handy, Managing Director and Head of Portfolio and Underwriting

 

 

 

 

 

 

 

 

 

Risk-Sensitive Direct Lenders Have Sought Pristine Deals Amid a Volatile Backdrop
Observed New Third-Party M&A Buyouts

Reflections - Exhibit 15


Source: Lincoln International; data as of November 1, 2022

Chris:
We focus our origination efforts on a handful of market verticals—business services, consumer, financial services, healthcare and technology—and further sharpen our attention within those verticals to a subset of industries that tend to be less cyclically exposed. From a go-forward perspective, our approach hasn’t changed; within our areas of specialization, we will continue to collaborate with private equity sponsors to provide creative financing solutions rooted in deep due diligence.

While not an industry per se, asset-based lending (ABL) may represent an opportunity to put capital to work for an attractive risk-adjusted return right now, in our view. Traditional middle market financing solutions like direct lending and broadly syndicated loans are underwritten based on an assessment of the borrower’s cash flows. ABL facilities, in contrast, are secured by specific assets of the borrower—such as inventory, accounts receivable, real estate, machinery and equipment, and intellectual property—and thus provide a specific source of collateral the lender may tap should the need arise. These loans often appeal to companies that have high working capital needs and substantial assets but also inconsistent cash flows that limit access to other types of financing; think retailers that maintain large inventories or industrials renting high-capex equipment.

In July 2020, we hired Larry Klaff and Lisa Galeota from Gordon Brothers Finance Company to drive our ABL efforts. With more than 45 years combined in the space, Larry and Lisa have significant experience appraising different types of collateral assets and underwriting loans across market cycles. Given the heightened uncertainty in the market, we expect demand for ABL structures to remain robust.

Q: What do you expect for 2023?

Michelle:

Current economic trends suggest that the environment for M&A activity—and thus new loans issued to finance these transactions—is likely to remain muted in 2023, with add-on activities by our existing borrowers continuing to dominate volume as it had in 2022. The slowing economy should weigh on the enterprise value of middle market companies while their cost of capital remains elevated, resulting in lower leverage ratios on new deals. As long as the environment remains somewhat unstable, it’s difficult to see an impetus for a significant rebound in transaction volume. Lower volumes aren’t the end of the world, however; a well-underwritten portfolio in the low-volume years following the global financial crisis still generated strong returns.3

In addition, I think the tenor on loans likely will remain extended, as higher rates deter refinancing and subdued valuations serve as a roadblock to the initial public offering market. This isn’t necessarily a bad thing; in fact, the extension of these credits, assuming they continue to perform, can be beneficial and help drive a bigger multiple of capital. We can’t just go out into the primary market and recreate our current book of loans; we’re happy to get paid on existing credits, and their floating interest rates will help keep them competitive with the prevailing market yields.

Moreover, we are thoughtful about how we structure loans. While some direct lenders have followed the BSL industry down the path of “covenant-lite” loans, we strive to incorporate at least one financial covenant and/ or liquidity test in all of our directly originated loans, whether cash flow-based or asset-based. For cash flowbased loans, this typically is a leverage covenant, sometimes accompanied by a fixed charge covenant. Over the past several months, we’ve witnessed the value added by these contractual provisions, as a tripped covenant has allowed us to renegotiate a loan’s pricing and structure in a way that improved our economics. Though the coupons on the floating-rate loans we write reset every 30 to 90 days, it’s always nice to be able to pick up incremental yield in advance.

Chris:
To me, the environment feels much more uncertain now than it did in the immediate aftermath of the Covid outbreak. Back then, the Federal Reserve’s massive intervention gave us time to let nature take its course, even though we couldn’t foresee the timing around a return to more-normal economic conditions. Today, it’s hard to see a specific catalyst to get us back to “normal.” I’m sure that the market at some point will find the level at which the deal economics work for borrowers, lenders and sponsors, and then it will be off to the races again. This might even happen sometime in 2023, but it’s hard to offer anything other than gut instinct here.

But this is why we maintain our stringent underwriting standards in good markets and bad. We’re not going to lend money just for the sake of it.

Michelle:
A weakening macroeconomic backdrop is always unsettling for lenders, but, in our view, those who should be most nervous are 1) lenders that have never experienced difficult market conditions before, and 2) lenders that were positioned too aggressively into the downturn.

First Eagle Alternative Credit has decades of experience providing capital in the middle market space, and our credit selection and risk management processes have been honed across multiple macroeconomic regimes. It’s because of our experience with disparate credit environments that we seek to apply rigorous due diligence and careful structuring in pursuit of strong returns while also attempting to mitigate downside risk.

Chris:
To Michelle’s point, you can’t be reactive to prevailing conditions in the illiquid direct lending market; once the environment begins to deteriorate, it may be too late to change course. We believe our efforts in recent years to move toward loans higher in the capital stack—and toward first-lien debt, in particular—should mitigate downside risk in the event the macroeconomic backdrop continues to soften and position us to seek out potential opportunities as they emerge.

1. Source: Lincoln International; data as of November 1, 2022.
2. Source: Leveraged Commentary & Data (LCD); data as of November 30, 2022.
3. Cliffwater, Leveraged Commentary & Data (LCD); data as of November 30, 2022.

 


 

The opinions expressed are not necessarily those of the firm and are subject to change based on market and other conditions. These materials are provided for informational purposes only. These opinions are not intended to be a forecast of future events, a guarantee of future results, or investment advice. Any statistics contained herein have been obtained from sources believed to be reliable, but the accuracy of this information cannot be guaranteed. The views expressed herein may change at any time subsequent to the date of issue hereof. The information provided is not to be construed as a recommendation or an offer to buy or sell or the solicitation of an offer to buy or sell any security. Past performance does not guarantee future results.

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  • Loss of all or a substantial portion of the investment;

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  • Volatility of returns;

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  • Complex tax structures and delays in tax reporting;

  • Less regulation and higher fees than mutual funds;

  • Use of leverage, which magnifies the potential for gain or loss on amounts invested and is generally considered a speculative investment technique and increases the risks associated with investing in the strategy;

  • Carried interest, which may cause the strategy to make more speculative, higher-risk investments than would be the case in absence of such arrangements; and

  • Below-investment grade loans, which may default and adversely affect returns.

Active management is an investment management approach in which an investor, a professional money manager or a team of professionals tracks the performance of a investment portfolio and makes buy, hold, and sell decisions about the assets in it.

Asset-backed securities (ABS) are financial instruments collateralized by a pool of assets, such as mortgages, credit-card receivables, auto loans and student loans.

Bear market is generally defined as a period during which a market experiences a prolonged decline in price.

Bottom-up investing primarily considers factors affecting individual companies and secondarily focuses on industries and economic trends.

Bull market is generally defined as a period during which a market experiences a prolonged increase in price.

Collateralized loan obligations (CLOs) are financial instruments collateralized by a pool of corporate loans.

Consumer price index (CPI) is a measure of the average change over time in prices paid by consumers for a specific basket of goods and services. The core version of this index excludes more volatile food and energy prices.

Consumer price index (CPI) is a measure of the average change over time in prices paid by consumers for a specific basket of goods and services. The core version of this index excludes more volatile food and energy prices.

Diversification is a strategy that involves allocating assets to a variety of investments with the intention to help manage risk.

Federal funds rate is the interest rate at which depository institutions (banks and credit unions) lend reserve balances to other depository institutions overnight on an uncollateralized basis.

Floating-rate securities are financial instruments whose interest rate is adjusted periodically based on movements in an underlying reference rate.

Intrinsic value is based on a judgment of what a prudent and rational business buyer would pay in cash for all of a company in normal markets.

Margin of safety is defined by First Eagle as the difference between a company’s market value and our estimate of its intrinsic value. An investment made with a margin of safety is no guarantee against loss.

Mortgage-backed securities (MBS) are financial instruments collateralized by a pool of mortgages.

Passive Management is an investment management approach that seeks to mirror the performance of a designated index.

Special-purpose acquisition company (SPACs) are publicly listed entities formed solely to acquire one or more privately held companies.

Target-date funds are packaged asset-allocation products whose investment allocation shifts over time as their target date nears.

Treasury inflation-protected securities (TIPS) are a type of US Treasury issuance whose principal value is indexed to the rate of inflation.

Volatility is a statistical measure of the degree to which the return of a portfolio or individual security deviates from its mean over time. Indexes are unmanaged, and one cannot invest directly in an index.

Equity Indexes

MSCI EAFE Index measures the performance of large and midcap securities across 21 developed markets countries around the world excluding the US and Canada.

MSCI EAFE Growth Index measures the performance of large and midcap securities exhibiting overall growth style characteristics across developed markets countries around the world excluding the US and Canada. The growth investment style characteristics for index construction are defined using five variables: long-term forward EPS growth rate, short-term forward EPS growth rate, current internal growth rate, long-term historical EPS growth trend, and long-term historical sales per share growth trend.

MSCI EAFE Value Index measures the performance of large and midcap securities exhibiting overall value style characteristics across developed markets countries around the world excluding the US and Canada. The value investment style characteristics for index construction are defined using three variables: book value to price, 12-month forward earnings to price, and dividend yield.

MSCI EAFE Mid-Cap Index measures the performance of midcap securities across developed markets countries around the world excluding the US and Canada.

MSCI EAFE Mid-Cap Growth Index measures the performance of midcap securities exhibiting overall growth style characteristics across developed markets countries around the world excluding the US and Canada. The growth investment style characteristics for index construction are defined using five variables: long-term forward EPS growth rate, short-term forward EPS growth rate, current internal growth rate, long-term historical EPS growth trend, and long-term historical sales per share growth trend.

MSCI EAFE Mid-Cap Value Index measures the performance of midcap securities exhibiting overall value style characteristics across developed markets countries around the world excluding the US and Canada. The value investment style characteristics for index construction are defined using three variables: book value to price, 12-month forward earnings to price, and dividend yield.

MSCI Emerging Markets Index measures the performance of large and midcap representation across 21 emerging markets countries around the world.

MSCI EAFE Small Cap Index measures the performance of small cap representation across developed markets countries around the world excluding the US and Canada.

MSCI EAFE Small Cap Growth Index measures the performance of small cap securities exhibiting overall growth style characteristics across developed markets countries around the world excluding the US and Canada. The growth investment style characteristics for index construction are defined using five variables: long-term forward EPS growth rate, short-term forward EPS growth rate, current internal growth rate, long-term historical EPS growth trend, and long-term historical sales per share growth trend.

MSCI EAFE Small Cap Value Index measures the performance of small cap securities exhibiting overall value style characteristics across developed markets countries around the world excluding the US and Canada. The value investment style characteristics for index construction are defined using three variables: book value to price, 12-month forward earnings to price, and dividend yield.

MSCI World Index measures the performance of large and midcap securities across 23 developed markets countries around the world.

MSCI World Growth Index measures the performance of large and midcap securities exhibiting growth style characteristics across 23 developed markets countries. The growth investment style characteristics for index construction are defined using five variables: long-term forward EPS growth rate, short-term forward EPS growth rate, current internal growth rate, long-term historical EPS growth trend, and long-term historical sales per share growth trend.

MSCI World Value Index measures the performance of large and midcap securities exhibiting value style characteristics across 23 developed markets countries. The value investment style characteristics for index construction are defined using three variables: book value to price, 12-month forward earnings to price, and dividend yield.

Russell 1000® Index measures the performance of the large cap segment of the US equity universe. It is a subset of the Russell 3000® Index and includes approximately 1,000 of the largest securities based on a combination of their market cap and current index membership.

Russell 1000® Growth Index measures the performance of the large cap growth segment of the US equity universe. It includes those Russell 1000 companies with relatively higher price-to-book ratios, higher I/B/E/S forecast medium-term (two-year) growth, and higher sales per share historical growth (five years).

Russell 1000® Value Index measures the performance of the large cap value segment of the US equity universe. It includes those Russell 1000 companies with relatively lower price-to-book ratios, lower I/B/E/S forecast medium-term (two-year) growth, and lower sales per share historical growth (five years).

Russell 2000® Index measures the performance of the small cap segment of the US equity universe. It includes approximately 2,000 of the smallest securities based on a combination of their market cap and current index membership.

Russell 2000® Growth Index measures the performance of the small cap growth segment of the US equity universe. It includes those Russell 2000 companies with relatively higher price-to-book ratios, higher I/B/E/S forecast medium-term (two-year) growth, and higher sales per share historical growth (five years). 

Russell 2000® Value Index measures the performance of the small cap value segment of the US equity universe. It includes those Russell 2000 companies with relatively lower price-to-book ratios, lower I/B/E/S forecast medium-term (two-year) growth, and lower sales per share historical growth (five years).

Russell Midcap® Index measures the performance of the midcap segment of the US equity universe. It is a subset of the Russell 1000® Index and includes approximately 800 of the smallest securities based on a combination of their market cap and current index membership.

Russell Midcap® Growth Index measures the performance of the midcap growth segment of the US equity universe. It includes those Russell Midcap Index companies with relatively higher price-to-book ratios, higher I/B/E/S forecast medium-term (two-year) growth, and higher sales per share historical growth (five years).

Russell Midcap® Value Index measures the performance of the midcap segment of the US equity universe. It includes those Russell Midcap Index companies with relatively lower price-to-book ratios, lower I/B/E/S forecast medium-term (two-year) growth, and lower sales per share historical growth (five years).

S&P 500 Index is a widely recognized unmanaged index including a representative sample of 500 leading companies in leading sectors of the US economy. Although the S&P 500 Index focuses on the large cap segment of the market, with approximately 80% coverage of US equities, it is also considered a proxy for the total market.

Fixed Income Indexes
Bloomberg Global Aggregate ex-USD Bond Index measures the performance of investment grade debt from 24 local-currency markets. This multi-currency benchmark includes sovereign, government-related, corporate and securitized fixed-rate bonds from both developed and emerging markets issuers. Bonds issued in US dollars are excluded.

Bloomberg US Aggregate Bond measures the performance of investment grade, US dollar-denominated, fixed-rate taxable bond market, including Treasuries, government-related and corporate securities, MBS (agency fixed-rate and hybrid ARM passthroughs), ABS and CMBS.

Bloomberg US Corporate Bond Index measures the performance of investment grade, fixed-rate, taxable corporate bond market. It includes US dollar-denominated securities publicly issued by US and non-US industrial, utility and financial issuers.

Bloomberg US Corporate High Yield Bond Index measures the performance of the US dollar-denominated, high yield, fixed-rate corporate bond market. Securities are classified as high yield if the middle rating of Moody’s, Fitch and S&P is Ba1/BB+/BB+ or below. Bonds from issuers with an emerging markets country of risk are excluded.

Bloomberg US Long Treasury Index measures the performance of US dollar-denominated, fixed-rate, nominal debt issued by the US Treasury with a maturity greater than 10 years.

Bloomberg US Mortgage Backed Securities Index measures the performance of fixed-rate agency mortgage-backed pass-through securities guaranteed by Ginnie Mae, Fannie Mae and Freddie Mac.

Bloomberg US Treasury Index measures the performance of US dollar-denominated, fixed-rate, nominal debt issued by the US Treasury. Treasury bills are excluded by the maturity constraint but are part of a separate Short Treasury Index.

Bloomberg US Treasury Inflation-Linked Bond Index measures the performance of the US Treasury inflation-protected securities (TIPS) market. Federal Reserve holdings of US TIPS are not index eligible and are excluded from the face amount outstanding of each bond in the index.

Credit Suisse Emerging Market Corporate Index measures the performance of emerging market corporate debt that represents the characteristics, pricing and total return performance of different asset classes within the emerging market corporate universe.

ICE BofA AAA US Corporate Index measures the performance of US dollar-denominated investment grade rated corporate debt publicly issued in the US domestic market with a given credit rating AAA.

ICE BofA AA US Corporate Index measures the performance of US dollar-denominated investment grade rated corporate debt publicly issued in the US domestic market with a given credit rating AA.

ICE BofA Single-A US Corporate Index measures the performance of US dollar-denominated investment grade rated corporate debt publicly issued in the US domestic market with a given credit rating A.

ICE BofA BBB US Corporate Index measures the performance of US dollar-denominated investment grade rated corporate debt publicly issued in the US domestic market with a given credit rating BBB.

ICE BofA BB US High Yield Index measures the performance of US dollar-denominated below investment grade rated corporate debt publicly issued in the US domestic market with a given credit rating BB.

ICE BofA Single-B US High Yield Index tracks the performance of US dollar-denominated below investment grade rated corporate debt publicly issued in the US domestic market with a given credit rating B.

ICE BofA CCC & Lower US High Yield Index measures the performance of US-dollar denominated below investment grade rated corporate debt publicly issued in the US domestic market with a given credit rating CCC or below.

Real Asset Indexes
Alerian MLP Index is a capped, float-adjusted, market capitalization-weighted index designed to track the performance of energy infrastructure master limited partnerships (MLPs).

FTSE EPRA Nareit Global Real Estate Index is a float-adjusted, market capitalization-weighted index designed to track the performance of listed real estate companies in both developed and emerging countries worldwide.

FTSE Gold Mines Index measures the performance of the shares of companies whose principal activity is the mining of gold and encompasses all gold mining companies that have a sustainable, attributable gold production of at least 300,000 ounces a year and that derive 51% or more of their revenue from mined gold in the worldwide market.

FTSE Gold Mines EMEA Index is a subindex of the FTSE Gold Mines Index Series. It measures the performance of all gold mining companies that have a sustainable, attributable gold production of at least 300,000 ounces a year and that derive 51% or more of their revenue from mined gold across the Europe/Middle East/Africa (EMEA) region.

FTSE Gold Mines Asia Pacific Index is a subindex of the FTSE Gold Mines Index Series. It measures the performance of all gold mining companies that have a sustainable, attributable gold production of at least 300,000 ounces a year and that derive 51% or more of their revenue from mined gold across the Asia Pacific region.

FTSE Gold Mines Americas Index is a subindex of the FTSE Gold Mines Index Series. It measures the performance of all gold mining companies that have a sustainable, attributable gold production of at least 300,000 ounces a year and that derive 51% or more of their revenue from mined gold across the US, Canada and Latin America.

ICE US Dollar Index is a geometrically averaged calculation of six currencies weighted against the US dollar: the euro, Japanese yen, British pound, Canadian dollar, Swedish krona and Swiss franc.

S&P Global ex-US Property Index defines and measures the investable universe of publicly traded property companies domiciled in developed and emerging markets excluding the US. The companies included are engaged in real estate-related activities such as property ownership, management, development, rental and investment.

S&P Global Infrastructure Index measures the performance of 75 companies from around the world chosen to represent the listed infrastructure industry while maintaining liquidity and tradability. To create diversified exposure, the index includes three distinct infrastructure clusters: energy, transportation and utilities.

S&P Global Natural Resources Index measures the performance of 90 of the largest publicly traded companies in natural resources and commodities businesses that meet specific investability requirements, offering investors diversified and investable equity exposure across three primary commodity-related sectors: agribusiness, energy, and metals and mining.

S&P GSCI® is a composite index of commodity sector returns representing an unleveraged, long-only investment in commodity futures that is broadly diversified across the spectrum of commodities.

Alternative Credit Indexes
Cliffwater Direct Lending Index is an asset-weighted index of more than 8,000 directly originated middle-market loans.

JPMorgan CLO Index is a total return benchmark for US dollar-denominated broadly syndicated, arbitrage US CLO debt.

JPMorgan CLO AAA Index is a subset of the JPMorgan CLO Index that only tracks the AAA rated CLO debt.

JPMorgan CLO AA Index is a subset of the JPMorgan CLO Index that only tracks the AA rated CLO debt.

JPMorgan CLO A Index is a subset of the JPMorgan CLO Index that only tracks the A rated CLO debt.

JPMorgan CLO BBB Index is a subset of the JPMorgan CLO Index that only tracks the BBB rated CLO debt.

JPMorgan CLO BB Index is a subset of the JPMorgan CLO Index that only tracks the BB rated CLO debt.

JPMorgan CLO B Index is a subset of the JPMorgan CLO Index that only tracks the B rated CLO debt.

Morningstar LSTA US Leveraged Loan Index is a market value-weighted index designed to measure the performance of the US leveraged loan market.

Morningstar LSTA US BBB Ratings Loan Index is a market value-weighted index designed to measure the performance of the US leveraged loan market for loans with BBB- to BBB+ ratings as rated by S&P Global Ratings.

Morningstar LSTA US BB Ratings Loan Index is a market value-weighted index designed to measure the performance of the US leveraged loan market for loans with BB- to BB+ ratings as rated by S&P Global Ratings.

Morningstar LSTA US B Ratings Loan Index is a market value-weighted index designed to measure the performance of the US leveraged loan market for loans with B- to B+ ratings as rated by S&P Global Ratings.

Morningstar LSTA US CCC Ratings Loan Index is a market value-weighted index designed to measure the performance of the US leveraged loan market for loans with CCC- to CCC+ ratings as rated by S&P Global Ratings.

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