Dollar Tree Prepays $1B in Term Debt; S&P Upgrades Co. to BB+

Dollar Tree late yesterday disclosed in an SEC filing it prepaid $1 billion of its $3.3 billion B-1 term loan. The company made the prepayment with cash on hand, sources said.

S&P this morning upgraded the discount retailer to BB+, from BB, citing expectations that the company will continue to reduce its debt through cash flow generation in the coming year. “Should Dollar Tree continue at this pace of profitability growth and reduce debt in line with our expectations, given the pre-payment flexibility included in its term loan debt, we believe it remains on a path to an investment-grade rating within one to three years,” S&P credit analyst Diya Iyer wrote in today’s report.

The rating agency also upgraded the company’s senior secured loans by two notches, to BBB, and lifted the recovery rating to 1, from 2H. The unsecured debt was upgraded by one notch, to BB–; the 6 recovery rating is unchanged.

As of Oct. 31, the company had cash and cash equivalents of about $1.1 billion, SEC filings show.

The B-1 term loan due 2022 (L+275, 0.75% LIBOR floor) remained up near par following the news, quoted at 99.625/100.125 this morning, according to sources.

Over in bonds, the Dollar Tree 5.75% notes due 2023 traded up a quarter of a point, at 105.25, amid the stronger market conditions toward the close of the week. Recall that the $2.5 billion issue—one of the top-20 largest bond issues ever sold—bottomed out around 100.5 earlier this month amid the market rout. Issuance was roughly one year ago, at par, via a J.P. Morgan–led syndicate.

Dollar Tree’s loans were issued in February 2015 to help finance the company’s purchase of Family Dollar, but recall the company in June inked a repricing in which it carved a $650 million fixed-rate B-2 tranche out of the originally $3.95 billion institutional loan. The B-2 tranche, which pays 4.25%, also trades near par, quoted at 99.5/100.25 this morning. J.P. Morgan is administrative agent.

Financing for the acquisition also included a $1 billion, five-year TLA; a $1.25 billion, five-year revolver; and $3.25 billion of unsecured bonds, split between a $750 million issue of 5.25% notes due 2020 and the $2.5 billion of 5.75% notes due 2023.

Moody’s rates Dollar Tree at Ba2. The loans are rated Ba1 and the bonds are rated Ba3. The company trades on the Nasdaq under the ticker DLTR with a market capitalization of nearly $19 billion. — Kerry Kantin/Matt Fuller

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27 Weeks and Counting: US Leveraged Loan Funds See $784M Cash Outflow

U.S. leveraged loan funds saw a net outflow of $784 million for the week ended Jan. 27, according to Lipper. This expands upon an outflow of $694 million last week and an outflow of $451 million the week prior. Moreover, it’s the 27th-consecutive one-week outflow for a combined withdrawal of $15 billion over that span.

US loan fund flows

The net redemption for the fourth week of the year was mostly from mutual funds, with just 8%, or $59 million, linked to the ETF segment. Last week, 60% was linked to ETF redemptions.

Amid a modestly larger week-over-week outflow, the trailing-four-week average deepens to negative $622 million per week, from negative $615 million last week but it was negative $762 million two weeks ago. Recall that a negative $1.2 billion observation three weeks ago was the deepest reading in roughly a full year, or since a slightly wider negative $1.3 billion reading in the last week of 2014.

Year-to-date outflows from leveraged loan funds are now $2.5 billion, with 7% ETF-related. The full-year 2015 reading closed deeply in the red, at negative $16.4 billion, with likewise approximately 7% tied to ETF redemption.

The change due to market conditions this past week was little moved, at negative $95 million, or essentially nil against total assets, which were $73.7 billion at the end of the observation period.

Just as with the close of 2015, the ETF segment currently accounts for $5.3 billion of total assets, or roughly 7% of the sum. — Matt Fuller

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European High Yield Bond Issuance Off to Slowest Start Since 2009

european high yield issuance - january

What a difference a year makes.

By this time in 2015 the European high yield bond market had priced a record January volume of €7.3 billion, from 15 trades (2013 holds the record January deal count of 22).

Then there’s 2016. This month has hosted two issuers – Telecom Italia and Atalian. What’s more, these two transactions total just €900 million, which is the lowest January primary deal count and volume recorded by LCD since 2009.

Of course, the high-yield primary has been impacted by the wider turmoil across financial markets, which has caused secondary cash prices to dip sharply, and in turn has led to fund outflows, stoking fears that ongoing outflows will exacerbate the falling cash prices. – Luke Millar

Follow Luke on Twitter for news and insight on the European leveraged finance market.

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Tiny BDC, pursued by activist, announces plan to liquidate

Crossroads Capital, a tiny BDC once targeting pre-IPO equity, announced this week it would liquidate its investment portfolio and distribute cash to shareholders.

This news comes after activist Bulldog Investors became the largest shareholder of the company, previously called BDCA Venture. BDCA Venture changed its name from Keating Capital in July 2014.

Crossroads Capital’s investments are in preferred stock, common stock, subordinated convertible bridge notes, subordinated secured notes, and equity warrants, although under previous management the company made an eleventh-hour attempt to switch to a debt strategy.

However, as of Jan. 25, the company’s investment strategy became “preservation of capital and maximization of shareholder value,” and will immediately pursue a sale of investments.

The plan to liquidate “was made after considerable analysis, review and deliberation. Both management and the board believe this is the most efficient way to deliver the company’s underlying value to our shareholders,” a Jan. 25 statement said.

Among the investments in the portfolio as of Sept. 30 are social media content company Mode Media, ecommerce network Deem, online dating company Zoosk, software company Centrify, renewable oils company Agilyx, human resources software company SilkRoad, waste management company Harvest Power, and solar thermal energy company BrightSource Energy.

Net assets totaled $54.5 million as of Sept. 30, 2015, or $5.63 per share, consisting of 12 portfolio company investments with a fair value of $39 million and cash and cash equivalents of $16.2 million. Shares in Crossroads Capital, which trade on Nasdaq as XRDC, closed at $2.10 yesterday.

In September 2014, the company’s previous board approved a change in strategy to focus on debt of private companies, moving away from venture equity. The change was part of then-management’s attempt to reduce the company’s stock discount to NAV.

But this plan was too little, too late, for some.

In May, Bulldog Investors filed a proxy statement soliciting support for a plan to elect its own board members, terminate an external management agreement with BDCA Adviser, and pursue a plan to maximize shareholder value through liquidation, a sale, or a merger.

Bulldog Investors criticized the strategy to convert BDCA Venture away from venture capital–backed or high-growth companies into an income-oriented fund, saying the BDC’s small size and high expense ratio meant the plan was “almost certainly doomed to fail.”

BDCV’s shares were trading at $5.05 at the time the proxy was filed in May 2015, a 25% discount from its March 31 NAV of $6.71. That compared to a listing price of $10 at the time of the company’s IPO on Nasdaq in December 2011.

In contrast, BDCV’s expenses in the three years prior to the proxy totaled $13.25 million, or $1.33 per share, according to the Bulldog proxy.

The plan laid out in May 2015 has more or less come to pass.

In July, shareholders elected Bulldog-nominated directors Richard Cohen, Andrew Dakos, and Gerald Hellerman. A proposal to terminate the investment advisory agreement with BDCA Venture Adviser failed to pass in a vote at the 2015 annual meeting, but was approved by the board in October.

CEO Timothy Keating resigned in late July, replaced by COO Frederic Schweiger. Around that time, the company held equity investments in 12 portfolio companies, 11 of which were private portfolio companies and the other which was publicly traded Tremor Video. The company did not expect any of the private companies to complete an IPO in 2015.

Schweiger resigned as CEO in December, and was replaced by Ben Harris. Harris is a director of NYSE-listed Special Opportunities Fund.

At the same time, BDCA Venture announced a name change to Crossroads Capital. The ticker changed to XRDC on Nasdaq, from BDCV. — Abby Latour

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Leveraged Loans: Spread Curve Steepens as Market Eyes Credit Cyle, Energy

leveraged loan yield to maturity

Over the past six months, the all-in spread curve of the leveraged loan market has steepened significantly in the face of growing concerns about the credit cycle, overall, and the travails of a growing number of sectors—energy, metals/mining, retail, and commodities—in particular.

Indeed, the gap between the implied average yields of S&P/LSTA Index loans down the ratings grade have reached their highest levels since the credit crunch and its immediate aftermath.

Managers say wider premiums reflect a general flight to quality that is normally associated with periods of high defaults or economic recession. – Steve Miller

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Verso Inks Debt-for-Equity Agreement with Creditors; Nets OK for DIP Loan

The bankruptcy court overseeing the Chapter 11 proceedings of Verso Corp. gave interim approval today to the company’s proposed $775 million DIP facility, according to court orders entered on the docket.

The interim approval gives the company access to an aggregate of $425 million of revolver funding, and $125 million in new-money term debt.

A final hearing was scheduled for Feb. 24. Final approval would clear the company for an additional $50 million of new-money term debt and $175 million of roll-up term debt.

Verso filed for Chapter 11 yesterday in Wilmington, Del., saying it expected to close on at least $600 million of DIP financing by today. In fact, the company was able to file motions seeking approval of its proposed DIP facilities yesterday afternoon.

The DIP financing is comprised of three separate facilities, namely, a $325 million (including a $100 million letter of credit sub-facility) revolving facility to the company’s NewPage subsidiary, a $350 million term facility to the NewPage subsidiary (described in more detail, below), and a $100 million asset-based revolver (including a $50 million letter of credit sub-facility) to parent company Verso Holdings, according to court filings.

Meanwhile, court filings also show that the company yesterday entered into a restructuring-support agreement with “virtually all of their principal creditor constituencies” that would see the company exchange most of its outstanding debt for equity in a reorganized company.

Contemplated reorganization terms
According to a restructuring term sheet filed in the case, the RSA contemplates a reorganization plan that would exchange claims held at the parent company Verso Holdings level for 53% of the equity in the reorganized company (plus warrants for an additional 5% of equity at a strike price of $1.04 billion of equity value) and claims held at the NewPage subsidiary level for 47% of the equity in the reorganized company.

According to the first-day declaration filed in the Chapter 11 case by the company’s CFO, Allen Campbell, the company has $2.8 billion of funded debt, about $1.8 billion of which sits at Verso Holdings, and about $972 million of which sits at NewPage.

As reported, Verso acquired NewPage in 2014.

The Verso holdings debt is comprised of a $150 million ABL revolver and a $50 million cash-flow revolver, along with $418 million of 11.75% first-lien notes due 2019 issued in 2012 and $650 million of 11.75% first-lien notes, issued in 2015 in connection with the NewPage acquisition; $272 million of 1.5-lien notes issued in 2012; $181 million of 13% second-lien notes due 2020, issued in 2014 pursuant to an exchange offer and $97 million of old 8.75% second-lien notes due 2019 that remained outstanding following the exchange offer; and $65 million of 16% senior subordinated notes due 2020, issued in 2014 in connection with an exchange offer and $41 million of old 11.38% senior subordinated notes due 2016 that remained outstanding following the exchange offer.

At NewPage, there is $238 million outstanding under an ABL revolver, and $734 million outstanding under the floating-rate senior secured term loan issued in 2014 in connection with the NewPage acquisition.

Under the plan contemplated by the RSA, holders of Verso Holdings’ first-lien debt (the cash-flow revolver, and the first-lien notes issued in 2012 and 2015, respectively), would receive pro rata shares of 50% of the equity in the reorganized company and 100% of the warrants (or, if certain required consents are obtained, debt discounted to the value of the corresponding plan equity value).

Holders of the Verso 1.5-lien debt would receive 2.85% of the reorganized equity, and holders of the Verso subordinated debt would receive 0.15% of the equity.

Holders of NewPage first-lien debt (including first-lien debt claims rolled up by the DIP facility as described below) would receive the remaining 47% of the reorganized equity.

As for milestones, among other things the RSA requires the filing of a reorganization plan or disclosure statement within 60 days of the petition date (March 26), approval of a disclosure statement within 105 days (May 10), plan confirmation within 160 days (July 5), and an effective date within 30 days of confirmation.

The RSA, which was filed with the bankruptcy court in a partially redacted form, does not state the amount of claims represented by parties to the agreement, but as reported, the company said yesterday in its statement announcing the Chapter 11 that parties to the RSA constituted “at least a majority in principal of most classes.”

Among the parties to the RSA are funds and entities affiliated with Centerbridge Partners, Synexus Advisors, KLS Diversified Asset Management, Mudrick Capital Management, Oaktree Capital Management, Stone Lion Capital, Credit Suisse, Whitebox Credit, and Monarch Alternative Capital.

DIP Terms
The $350 million NewPage term DIP would consist of a $175 million new-money DIP (with $125 million available upon interim approval of the facility, and the remaining $50 million funded upon final approval) and a $175 million roll-up of DIP lender claims under the NewPage pre-petition term loan (deemed borrowed upon final approval of the DIP), with interest at L+950.

Holders of the term debt would have the right to fund, in the aggregate, up to 70% of the new-money DIP to receive the benefit of the roll-up portion, on a pro rata basis, while 30% of the new-money DIP would be reserved for members of an ad hoc committee of holders of the pre-petition term debt that have agreed to provide a backstop for 100% of the new money DIP.

Fees under the term DIP would include, among others, an upfront fee of 1.5% of the new-money DIP commitment and a backstop fee for backstop parties of 2.5% of the new-money DIP commitment.

The new-money portion of the DIP would be repaid in cash under the restructuring contemplated by the RSA, while the roll-up portion of the DIP would be wrapped into the equity recovery by NewPage pre-petition term loan lenders.

The revolver portions of the DIP, meanwhile, would be used to replace existing revolver debt and to provide additional working capital, with each facility charging L+250, with no LIBOR floor.

It is worth noting that the milestone deadlines under the DIP are slightly extended compared to those in the RSA, and the RSA requires, among other things, the filing of a reorganization plan or disclosure statement within 75 days of the petition date (April 11), approval of a disclosure statement within 125 days (May 30), plan confirmation within 185 days (July 30), and an effective date within 30 days of confirmation. — Alan Zimmerman

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Acadia Healthcare Sets Launch of Cross-Border Term Debt

Bank of America Merrill Lynch and Jefferies are launching with a lender meeting today at 2 p.m. EST their $955 million cross-border incremental term loan backing Acadia Healthcare’s acquisition of U.K.-based behavioral healthcare services provider Priory Group, sources said.

The seven-year term loan would be sold in a mix of dollars and sterling, still to be determined. Commitments will be due on Feb. 4 at noon EST.

B+/B1 Acadia’s existing covenant-lite B term loan due 2021 (L+350, 0.75% LIBOR floor) includes 50 bps of MFN protection. The loan, originally $500 million, was syndicated in February to help finance Acadia’s $1.175 billion purchase of CRC Health Group. BAML is administrative agent.

Acadia’s incremental facility includes a $150 million free-and-clear component, with additional amounts available up to 3.5x net first-lien leverage.

The acquisition financing also includes a $390 million unsecured bridge loan. In addition to the debt financing, Nasdaq-listed Acadia plans to raise net proceeds of at least £400 million ($589 million) via an offering of common stock to fund a portion of the cash consideration, according to an SEC filing.

Under the terms of the purchase agreement, 5.363 million Acadia shares will be issued to the seller, and Acadia will pay roughly £1.275 billion ($1.887 billion) of cash that includes £925 million to repay Priory’s outstanding debt. The M&A transaction is expected to close on Feb. 16.

Acadia last came to market in September with a $250 million add-on to its 5.625% senior notes due 2023. Proceeds were used to help fund a tender for the company’s most pressing and highest-coupon bonds outstanding, namely the 12.875% notes due 2018.

Franklin, Tenn.–based Acadia is a provider of in-patient behavioral healthcare services. It operates a network of 258 behavioral healthcare facilities with more than 9,900 beds in 39 U.S. states, the U.K, and Puerto Rico. — Staff reports

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Wild or Mild? Oil & Gas Write-Downs Loom for BDCs. But How Deep Will They Be?

This version updates crude oil prices as of this afternoon, adds marks against principal amounts, and clarifies bids for Larchmont Resources among HMS Income Fund, Main Street Capital, and White Horse Finance.

There’s no doubt that BDCs will write down fourth-quarter valuations for Oil & Gas sector investments. The big question hanging over the market, therefore, is by how much?

Oil & Gas values at BDCs have tracked the same downward trajectory as bids in the S&P/LSTA Index over the past year, albeit at a less severe pace, an LCD analysis shows.

oil gas loan bids - updated

For the Index, Oil & Gas loans slumped 21% in the fourth quarter amid further declines in oil prices. If BDCs continue to shadow the Index, marks should fall somewhere inside that level.

KBW is estimating a decline of roughly 10%, according to equity analyst Greg Mason. BDCs start reporting fourth-quarter results this month, followed by details of investment portfolios shortly thereafter.

Looking at the third quarter, Oil & Gas in the Index slid 17%, to 70.8, from 85.51. Comparatively, BDC fair values dropped 6.9% against principal amount, and 7.2% against cost.

Not quite apples to apples
There are a couple of meaningful differences underlying Index bids versus BDC bids. To start, the BDC average bid is supported by a much larger number of investments: 125 versus 54 in the S&P LSTA Index.

Secondly, a large chunk of the BDC grouping skews to small-cap companies that are private and unknown to institutional investors. That makes them difficult to value, and as a result, they may not be as visibly volatile as the large, liquid names housed within the Index.

Additionally, values for the same asset can vary significantly among BDCs.

For example, marks for AAR Intermediate Holdings are 10 points apart. The 12% term loan due 2019 is marked at 70.4 against principal at Medley Capital, and at 80 at CM Finance. (At cost, the paper shows unrealized losses of 26 points at Medley, and 14 points at CM Finance.)

Meanwhile, values for Larchmont Resources are tight between debt investors. The 8.75% term loan due 2019 for Oklahoma City–based Larchmont Resources is marked at 85 against principal at HMS Income Fund and Main Street Capital (which is a sub-adviser to HMS, a non-listed BDC), and at 84 at White Horse Finance. (At cost, the paper indicates unrealized losses of three points at HMS, 11 points at Main, and 17 points at White Horse.)

Larchmont is backed by EIG Global Energy Partners.

There are a few shining stars in Oil & Gas, portfolios show. An 11.5% term loan due 2019 for U.S. Well Services is marked at par against principal at PennantPark, 99.5 at Capitala Finance, and 98 at CM Finance. (At cost, the paper is even at Capitala and CM Finance, and shows a two-point gain for PennantPark).

U.S. Well Services uses a new technology that greatly reduces the cost of extracting gas, so demand for their services has actually increased amid falling oil prices, according to KBW. In 2014, the company signed a five-year contract with Antero, one of the largest gas producers in the U.S. Last September, U.S. Well Services signed a contract with Anadarko. BlackRock has an equity stake in the business in addition to the debt.

value of BDC oil gas investments

On the whole, Oil & Gas represents about $2 billion, or roughly 3.7% of total BDC debt investments tracked by LCD, yet there are a handful of BDCs with higher concentrations.

BDC energy portfolios

Data in the above chart was provided by Wells Fargo Securities. Pricing information is based on Bloomberg, which means private or illiquid assets may see greater pricing volatility when credits become stressed. One large lender to Oil & Gas, specialty lender FSEP, was excluded from the chart due to its large size and 95% exposure to the sector.

At the end of the third quarter, Apollo Investment Corporation reduced its Oil & Gas holdings to 15%, from 16%. Apollo sold a portion of a first-lien loan to Deep Gulf and unsecured investments in Denver Parent. Apollo also is exiting Caza Petroleum, which breached covenants. Funds affiliated with Talara Capital Management acquired shares in Caza through a $45.5 million transaction.

BDC loans non-accrual

For much of 2015, Oil & Gas drove higher the number of non-accrual loans in BDC portfolios, and the list is likely to grow, with dividends potentially under threat.

In the third quarter, 40% of Oil & Gas loans were bid below 80 (against principal), up from 10% in the year ago period. By cost, Oil & Gas showed a loss of 34 points, versus eight points.

There are numerous Oil & Gas investments in BDC portfolios on watch by investors. In the third quarter, Prospect Capital moved one investment to its non-accruals list, CP Energy Services. Prospect Capital owns 82.3% of CP Energy equity.

Prospect Capital said it had “modest” exposure to the energy sector, at 3.5%, including first-lien loans where third parties bear first-loss capital risk. However, in the recent quarter, non-accruals increased to 1.4%, with 1.3% due to energy holdings.

Prospect’s loan investments on non-accrual status include CP Energy Services, Gulf Coast Machine & Supply Company,Wind River Resources Corporation, and Wolf Energy.

Wells Fargo equity analyst Jonathan Bock said it’s worth noting that Prospect Capital’s further exposure to the energy sector through CLO holdings, and the potential for reductions in those valuations going forward. He downgraded shares in Prospect Capital to “underperform” from “market perform” last week.

Meanwhile, Petroflow lifted Ares Capital Corp.’s non-accrual loans to 2.3% of the portfolio at cost in the fiscal third quarter, from 2.2% a year earlier. Petroflow is one of three companies that Ares considers true Oil & Gas–related investments, which only account for roughly 3% of the portfolio. ARCC’s Petroflow investment is a first-lien position originated in July 2014 prior to the dramatic decline in oil prices. Crude today hit $26 a barrel, down from $94 on Nov. 26, 2014, the day prior to last year’s so-called OPEC bombshell meeting.

Ares is working with Petroflow and the lender group to restructure Petroflow’s balance sheet, Ares told investors in an earnings call in November. The principal investment totals $52.3 million. Ares booked the first-lien loan at a cost of $49.7 million, and the deal was marked at a fair value of $37.9 million as of Sept. 30.

Marking down
There are plenty of markdowns at other BDCs. PennantPark Investment has marked a $45 million second-lien loan due 2019 to New Gulf Resources at $31.5 million as of Sept. 30, alongside a $15.2 million holding in subordinated notes, marked at $1.5 million. Subsequently, New Gulf Resources filed for Chapter 11 in December with a prearranged restructuring plan.

distressed oil gas loans

FS Investment Corp.’s second-lien investment in Ascent Resources–Utica, booked at $182 million at cost, is set to be marked down, as is a secured bond investment in SandRidge Energy.

“FSIC accurately marks its book in line with public marks, which we applaud, and we expect the 12/31 book to reflect the recent energy market volatility,” Bock said in a December research report.

The value of Apollo’s holding in Venoco also will be in focus for fourth-quarter investments. Venoco was restructured last year, and the unsecured debt was rolled into secured debt. The Venoco investment as of Sept. 30 consisted of a $40.5 million 12% first-lien loan due 2019 with a fair value of $39.3 million, and a $35.8 million holding of 8.875% notes due 2019, marked at $28 million at fair value, and $46 million on cost basis.

Apollo’s Venoco investment accounted for $12 million of the $30.2 million in realized losses for the quarter ended Sept. 30. In April, Standard & Poor’s raised the corporate rating on Venoco to CCC+, from SD (selective default), after the company completed a debt exchange of unsecured notes for new second-lien notes for 77.5% of par value.

Book values
Regardless of how much exposure they have to Oil & Gas, concerns about energy have pressured all BDCs. Assuming the worst case scenario—all investments fall to zero—book values would tank 9%, on average. BDCs with greater exposure to the sector would be looking at hits of 15–25%, KBW estimates.

The worst case is just that, however. “We do not believe this is a realistic assumption,” KBW equity analyst Troy Ward stated in a Jan. 7 research note. The worst case merely “…quantifies the downside risk related to energy,” he added. — Kelly Thompson/Abby Latour

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Antares adds Kristin Condon to leveraged loan syndications/sales/trading team

Antares Capital, which recently finalized the hiring of its loan syndications, sales, and trading team from GE Capital, will add Kristin Condon, who recently left RBC Capital Markets. Condon, who joins Antares as a managing director, is expected to start in March.

The Antares team, headed by industry veteran Kevin Burke, also includes managing directors Anthony Diaz, Mark Familo, Erica Frontiero, Peter Nolan, John Timoney, and Patrick Wallace. Todd Davis will be joining the team as an associate, from Capital One.

Canada Pension Plan Investment Board purchased Antares Capital from General Electric Capital Corp. last year. — Staff reports

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Europe: LBO Loans Race Out of Gate to Start 2016

europe LBO buyout volume

The buyout market is off to a swift start in Europe, with an array of deals launching to syndication in the opening weeks of the year. Launches include LGC, Infinitas, Euro Garages, Webhelp, Hunkemoller, Solar Winds, Saverglass, and Armacell, while B&B Hotels, Element Materials, Solera and others are waiting in the wings.

As of Jan. 18, loan issuance to support these buyouts amounts to €3.1 billion of paper hitting the European market, which is in pursuit of the €21 billion target set in 2015 from 62 transactions. – Ruth McGavin

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