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US CLO Issuance Hits Record Volume, Topping $125B

CLO issuance

CLO issuance in the U.S. in 2018 has topped $125 billion, officially eclipsing the all-time record of $124.1 billion set in 2014.

The recent activity raises the total size of the CLO market in the U.S. to $600 billion, according to J.P. Morgan, which projects the market to grow to $700 billion by the end of 2019, after expected net issuance of $100 million next year, taking into account maturing CLOs and loans that are paid down.

To be sure, the CLO market has accelerated in recent years, and following the financial crisis. The total outstanding at the end of 2014 was $350 billion. The pre-crisis peak was $256 billion in September 2008.

Collateralized loan obligation vehicles are an essential component of the U.S. leveraged loan investor base, snapping up roughly 60% of credits offered to institutional investors. – Andrew Park

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CDO Revival Gains Pace, But These Are Not Your Pre-Crisis Debt Vehicles

The CDO market is slowly picking up steam, with 15 transactions issued since 2015, according to LCD. This year alone has featured in excess of $3.5 billion of collateralized debt obligation activity, more than double that of each of the past three years.

For many, the term CDO immediately evokes the financial crisis, with banks and investors ultimately having to write down tens of billions in losses over the ensuing years.

Consequently, since the crisis, CLOs—which share with CDOs two letters and several structural features—have been working hard to distance themselves from their pre-crisis cousins. But now, GSO, the credit arm of private equity firm Blackstone, recently became the latest high-profile fund to issue its first post-crisis CDO, out of a platform it has named Cirrus Funding.

Other CDO issuers include Anchorage Capital Group, Brigade Capital Management, Fortress Investment Group, and Credit Suisse Asset Management.

Anchorage launched the first post-crisis CDO in Europe in August, and others in that region are expected to follow suit.

Not your pre-crisis CDOs
There are notable differences between the CDOs being issued now versus those from over 10 years ago.

The most noteworthy entails underlying collateral. Many pre-crisis CDOs were filled with subprime mortgage bonds. Subsequent litigation charged that the bulk of the mortgages were fraudulently underwritten, forcing many of the originating banks to eventually repurchase them, or pay large settlements to both investors and regulators.

Today’s iteration of CDOs instead invests strictly in the credit of corporate issuers, whose financials are audited. And in many cases those issuers have a running history with investors in either the high yield or leveraged loan markets.

Part of the growing appeal of the new CDOs is, in fact, due to the regulatory regime. Following the enactment of the Volcker Rule in 2014, CLO managers could no longer purchase a single high-yield bond if they wanted to sell to banks, one of the largest buyers of the senior debt tranches on a CLO. As a result, these new CDOs, which are issued without the intent to comply with the Volcker Rule, allow managers to have the flexibility to switch between investing in high yield bonds and leveraged loans. (The LSTA, incidentally, recently made its case to regulators that CLOs be allowed bond buckets of up to 10%.)

The primary buyers of these new CDOs are insurance companies in the U.S. and overseas. This investor base is particularly interested in these assets given their fixed-rate coupons, which offer an investment grade rating and a long duration matching their liabilities, and exceeding most yields elsewhere in the fixed-income universe.

On GSO’s Cirrus Funding 2018-1, which matures in 18 years, the Aaa tranche (Moody’s) offers a coupon of 4.80%, while the junior-most Baa3 debt tranche pays a coupon of 7.05%.

This time is different?
At first glance, the notion of CDOs receiving investment grade ratings might raise eyebrows, considering this debt’s prominent role in the financial crisis.

These new CDOs certainly are more risky than the CLOs currently in market. However, Moody’s analysts have required more safeguards with these vehicles, compared to CLOs.

Particularly noteworthy in this iteration of CDOs is the ability of managers to buy up to 70% of the portfolio in second-lien loans and/or unsecured or subordinated bonds, according to analysts at Moody’s, who’ve rated all of the latest CDOs.

CDOs are allowed to hold up to 17.5% of their portfolio in Caa rated assets and below, compared to the 7.5% in CLOs, according to Moody’s. A number of the CDOs already have CCC rated assets of roughly 10% in their portfolios, according to trustee reports.

But these CDOs are leveraged at 2–3x, versus the 10–13x leverage of most CLOs, sources say.

On the more conservative end of recent CDOs is the $327 million Brigade Debt Funding II CDO, which Moody’s assigned a weighted average rating factor (WARF)—a numerical estimate of a portfolio’s credit risk, with a higher WARF indicating more risk—of 2748, roughly equivalent to a B2 rating. It is important to note here that the portfolio was only 19% ramped at the time Moody’s looked at the portfolio. For comparison, the median WARF on CLOs issued in 2018 was 2760.

The most recent trustee report on the debut $408 million Brigade Debt Funding I issued in February meanwhile showed that its WARF was 3331.

In order to account for the higher allowance of higher-risk second-liens and unsecured bonds, the analysts at Moody’s have required managers to hold more credit protection to achieve a rating comparable to what they would normally assign a CLO.

For example, on the CDO tranches that have been rated Aaa by the Moody’s analysts so far, those tranches have another 52% of the debt stack below them can absorb any principal losses, compared to those that have 36% of debt below them to get a Aaa rating in CLOs. Lower in the capital stack, this amount is 29% on a Baa3 CDO tranche, compared to 13% for CLOs.

But perhaps forgotten over the years—again, the negatives associated with collateralized debt obligations have been stubborn—are the benefits of how CDOs are structurally similar to CLOs: Namely, they are able to obtain term funding, just on a riskier set of underlying assets. This assumes, however, that defaults are contained so that the CDO doesn’t fail a number of tests, which would cut off payments to the equity holders, many of whom are the managers themselves.

A key test that these CDOs have, compared to CLOs: at least one of them is based on the portfolio’s market value, including a metric known as market value overcollateralization (MVOC). This is important because the CDO can fail those tests if markets become more volatile, and the underlying loans and bonds start selling off, even if they manage to avoid default later. The thresholds for those tests range anywhere from 113–118% in excess of the total outstanding debt tranches.

History may not repeat, but does it rhyme?
CLO investors often point to how well the 2006 and 2007 vintages performed, even as the volatility thereafter was at times frightening, at one point shutting off the equity to nearly half of the CLOs, in 2009. The median cumulative equity distributions on 2006- and 2007-vintage CLOs ended up at roughly 220% and 239%, respectively, according to Morgan Stanley. But those returns did not come easy, as nearly half of CLOs were not receiving equity distributions, as they were failing key tests in early 2009.

A number of investors have pointed to some important differences this time around, however, namely that the credit deterioration then was focused primarily on household debt, instead of corporate borrowers. Today, of course, the amount of corporate borrowing and leverage levels has risen in recent years, while the widespread lack of covenant protections has yet to be tested.

About that corporate borrowing: The leveraged loan market, for one, had grown to about $1.1 trillion at the end of September from $600 billion in 2008, according to the S&P/LSTA Leveraged Loan Index. Today’s larger pool of loans contains a greater share that are lower-rated: 59% are rated B+ or lower, compared to 37% in 2008. There is as much paper outstanding rated B+ and below now as there was total paper in 2008.

The percentage of lower-rated debt continues to be watched because CLOs, and the new CDOs, which are the natural buyers of this debt, have limits on how much they can hold, as mentioned earlier. – Andrew Park

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HPS Prices $405M Strata CLO that will Feature CCC+Debt (and Below)

Citi yesterday priced the $405.3 million Strata CLO I from HPS Investment Partners LLC, according to market sources.

Up to 50% of the portfolio can be invested in assets rated CCC+/Caa1 and below, according to sources. This is the first such transaction from the manager, who has also issued two new issues this year out of its HPS Loan Management platform, and is structurally similar to those issued by Ellington Management.

Pricing details are as follows:

Strata CLO 2018-11-27

The transaction will close on Dec. 20 with the non-call period running until January 2021 and the reinvestment period ending in January 2023. The legal final maturity is in January 2031.

Year-to-date new issuance is now $121.3 billion from 226 CLOs, according to LCD data. November totals are now $11.26 billion from 22 new issues. — Andrew Park

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Citi Prices $1B Middle Market Antares CLO 2018-3; AAAs at 145 bps

Citi today priced a $1.01 billion middle market CLO for Antares Capital Advisors LLC, according to market sources.

Pricing:

The transaction will close on Dec. 20 with the non-call period running until January 2021 and the reinvestment period ending in January 2023. The legal final maturity is in January 2031.

Year-to-date new issuance in the U.S. is now $120.03 billion from 223 CLOs, according to LCD data. This is the nineteenth new issue in November for a total of $10 billion. — Andrew Park

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LibreMax Capital to acquire Trimaran Advisors and $3B of CLOs

LibreMax Capital LLC has announced that it has entered into an agreement to acquire Trimaran Advisors from KCAP Financial.

Trimaran currently manages six CLOs totaling about $3 billion in assets.

Following the transaction, Dominick Mazzitelli, Chief Investment Officer and head of the firm’s CLO platform, will continue to lead that business alongside the existing management team.

LibreMax Capital is a New York–based asset manager with around $2.9 billion that specializes in structured credit. LibreMax’s CIO is Greg Lippmann, who was previously the global head of Asset Backed Securities Trading at Deutsche Bank.

Closing is expected around year-end with Schulte Roth & Zabel LLP serving as legal counsel for LibreMax. — Andrew Park

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US CLO Issuance Continues on Record Pace; $99B YTD

US CLO issuanceCLO issuance in the U.S. has totaled $99 billion already this year, easily outpacing the $71 billion at this point one year ago, according to LCD. The CLO market is on pace to top the record $124 billion in 2014.

CLOs are special-purpose vehicles set up to hold and manage pools of leveraged loans.

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European CLO Issuance Continues on Record Pace

Europe CLO issuance

Issuance of collateralized loan obligation vehicles in Europe so far this year, at €20.41 billion, has nearly topped the €20.91 billion seen during all of 2017, according to LCD.

While activity in the segment is expected to roll on, a pair of huge cross-border LBOs to clear market recently – Refinitiv and Akzo Nobel – did cause some consternation for CLO players, as those deals priced at a tighter level than expected, market sources said.

Refinitiv’s $2.75 billion-equivalent euro-denominated term loan priced at E+400, after being initially launched to market at E+425, while a €1.79 billion credit for Akzo eventually priced at E+375 after being first talked at E+425. Pricing on both was cut due to investor demand.

Refinitiv backed Blackstone’s $17 billion acquisition of a Thomson Reuters Financial & Risk unit stake. Akzo backed Carlyle and GIC’s buyout of the company.

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Leveraged Loans: As New Issues Roll on, CLO Spreads in Europe, US Creep Higher

Europe CLO spreadsWith such a strong pipeline for collateralized loan obligations in Europe – managers expect full-year 2018 issuance to best the record €20.91 billion last year – the market could experience further indigestion, which was already witnessed pre-summer. Due to that overcrowding, CLO spreads have widened to as much as 96 bps on the AAA portion of the deals, for the last print and to an average of 92 bps in August, according to LCD.

Likewise, CLO spreads in the U.S. have risen amid issuance which also is expected to set records this year (there’s $92 billion of new vehicles so far this year, compared to $73 billion YTD 2017). Indeed, the last week of August has historically been a quiet one, allowing market participants a breather before activity picks up in the fall, but this year has been noticeably different, with a surprising 14 new issues and 10 resets/reissues pricing the last two weeks, according to LCD.

“It’s absolutely astounding how there has been no slowdown whatsoever this year,” one CLO manager said.

CLOs are special-purpose vehicles set up to hold and manage pools of leveraged loans. These vehicles are a critical investor component to the leveraged loan market, which totals some $1.1 trillion in U.S. alone, according to the S&P/LSTA Loan Index. – Isabell Witt/Andrew Park

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European Leveraged Loans: Ares Prices €463M CLO; YTD Issuance: €16.7B

Bank of America Merrill Lynch has priced an upsized €463.15 million Ares European CLO X for Ares European Loan Management.

The deal was upsized from €412.05 million, with the triple-As seeing the largest increase. All tranches came in line with guidance except the double-As, which came a touch wider.

Details are as follows:

Aries CLO 2018-07-26

The deal will settle on Sept. 6, and matures Oct. 15, 2031. The non-call period ends Oct. 15, 2020, and the reinvestment period ends on April, 15, 2023. The WAL test is 8.5 years.

The deal complies with European risk retention, with the manager taking a horizontal strip.

Ares priced its last CLO — the €413.7 million Ares European CLO IX — via Goldman Sachs in February, with the triple-As paying plus 68 bps on the floating-rate tranche.

This transaction takes the July new-issue numbers to eight deals for €3.3 billion, which is the largest monthly deal count and volume this year.

The year-to-date European CLO deal count and volume is now 40 for €16.7 billion, versus 26 for €10.45 billion in the same period last year. — Luke Millar

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AAA CLO Spreads Continue to Rise Amid Supply Surge

AAA spreads

After tightening below the psychological 100 bps mark earlier this year, AAA spreads of five-year reinvestment period CLOs have been widening since March due to a heavy supply of both new issue CLOs and reset of existing deals, according LCD.

AAA spreads, which make up about 60% of a CLO’s total financing costs, touched a post-crisis low of 93 bps in March. They averaged 98.47 bps over the month, before a pickup in resets and an active new-issue pipeline increased average spreads to 102.53 bps in April and to 108.06 bps in May.

CLOs – collateralized obligation vehicles – are special-purpose finance vehicles set up to hold and manage pools of leveraged loans. The vehicles are financed with several tranches of debt (typically starting with a triple-A rated tranche, then proceeding down the ratings ladder, to subordinated debt) that have rights to the collateral and payment stream, in descending order.

They are a critical part of the leveraged loan investor universe, and their issuance has boomed over the past few years as cash-rich institutional investors struggle to find higher-yielding investments.

From an LCD News story by Andrew Park. Follow Andrew on Twitter.

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