Breaking Down the Wall of Debt: The Leveraged Loan Market Meredith - - PDF document

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Breaking Down the Wall of Debt: The Leveraged Loan Market Meredith - - PDF document

7/14/2010 Breaking Down the Wall of Debt: The Leveraged Loan Market Meredith Coffey, EVP LSTA mcoffey@lsta.org www.lsta.org 1 Panel topics Brief review of where we have been Behind the rally (and retrenchment): The Virtuous and


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7/14/2010 1

Breaking Down the Wall of Debt: The Leveraged Loan Market

1 Meredith Coffey, EVP – LSTA mcoffey@lsta.org www.lsta.org

Panel topics

Brief review of where we have been

Behind the rally (and retrenchment): The Virtuous and Vicious Cycles

CLOs and the Refinancing Cliff: Progress…and a few problems

The Outlook

2

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7/14/2010 2

3

4 key U.S. large corporate loan market segments

Investment grade loan market

  • Loans to companies rated >= BBB-/Baa3 AND

with a relatively low LIBOR spread

  • 2007 lending: $658 billion
  • 2008 lending: $319 billion
  • 2009 lending: $229 billion
  • LTM 1H10 lending: $279 billion

Leveraged loan market

  • Loans to companies rated < BBB-/Baa3 or

unrated & with a high spread*

  • Divided into bank and non-bank segments
  • 2007 lending : $689 billion
  • 2008 lending : $294 billion
  • 2009 lending: $239 billion
  • LTM 1H10 lending: $304 billion

Institutional loan market

  • Leveraged loans with non-bank lenders (such as

mutual funds, CLOs, insurance companies, hedge funds, etc)

  • 2007 lending: $426 billion
  • 2008 lending: $69.6 billion
  • 2009 lending: $56 billion
  • LTM 1H10 lending: $126 billion

Secondary loan market

  • Market in which loans trade following the close of

primary syndication

  • Most U.S. loan trading involves leveraged loans
  • 2007 trading: $520 billion
  • 2008 trading: $510 billion
  • 2009 trading: $474 billion

Source: Reuters LPC for primary lending; LSTA for secondary trading

*Traditionally LIB+150, increased to LIB+350 in 1Q09

Last 12 months have seen a considerable recovery… …And a retrenchment

Loan prices dropped more sharply than in the 2001-2002 downturn

There were multiple drivers to the downturn

Loan prices rallied back very sharply in 2009

Rally continued through April 2010, but then fell victim to global jitters 4 U.S. Index bid levels (2000-6/10)

Source: S&P/LSTA Leveraged Loan Index Bid (% of par)

U.S. Index bid levels (2009-6/10) U.S. Index bid levels (2010td)

60 65 70 75 80 85 90 95 100 105 1/7/2000 1/7/2001 1/7/2002 1/7/2003 1/7/2004 1/7/2005 1/7/2006 1/7/2007 1/7/2008 1/7/2009 1/7/2010 60 65 70 75 80 85 90 95 1/1/2009 3/1/2009 5/1/2009 7/1/2009 9/1/2009 11/1/2009 1/1/2010 3/1/2010 5/1/2010 7/1/2010 87 88 89 90 91 92 93 1/1/2010 1/22/2010 2/12/2010 3/5/2010 3/26/2010 4/16/2010 5/7/2010 5/28/2010 6/18/2010 7/9/2010

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7/14/2010 3 After deteriorating sharply, U.S. fundamentals improve

Loan default rate did hit record high

Default rate already dropping

Many companies exiting bankruptcy

But the recovery is more about technicals than fundamentals 5 S&P/LSTA Leveraged Loan Index default rate Default rate (%)

Source: Standard and Poor’s/LCD 0% 2% 4% 6% 8% 10% 12% 12/31/1998 4/30/1999 8/31/1999 12/31/1999 4/30/2000 8/31/2000 12/31/2000 4/30/2001 8/31/2001 12/31/2001 4/30/2002 8/31/2002 12/31/2002 4/30/2003 8/31/2003 12/31/2003 4/30/2004 8/31/2004 12/31/2004 4/30/2005 8/31/2005 12/31/2005 4/30/2006 8/31/2006 12/31/2006 4/30/2007 8/31/2007 12/31/2007 4/30/2008 8/31/2008 12/31/2008 4/30/2009 8/31/2009 12/31/2009 4/30/2010

The Virtuous (refinancing) Cycle

6

1.

Record volume of outstanding institutional corporate loans

2.

Nearly half are held in CLOs

3.

CLO reinvestment periods will end

4.

But loans must be repaid

5.

The gap between borrowers’ refi needs and CLO refi ability is the refinancing cliff

6.

Issuers and bankers focus on paying down the “refinancing cliff”, using HY bonds

7.

Repayments go back into CLO wallets

8.

CLO money needs to be reinvested now

9.

CLOs buy loans in primary/secondary

10.

With little supply, this creates excess demand

11.

Loan terms become much easier

12.

Markets cheer… But what happens if the Virtuous Cycle Stops?...

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7/14/2010 4 U.S. HY bond issuance very strong through April 2010, Declines significantly in May and June

HY bond issuance revives in 2H09, accelerates in1Q10

Proceeds repay loans

HY issuance drops sharply in May 7 Monthly HY bond issuance

Source: Thomson Reuters LPC

5 10 15 20 25 30 35 40 Jul-08 Aug-08 Sep-08 Oct-08 Nov-08 Dec-08 Jan-09 Feb-09 Mar-09 Apr-09 May-09 Jun-09 Jul-09 Aug-09 Sep-09 Oct-09 Nov-09 Dec-09 Jan-10 Feb-10 Mar-10 Apr-10 May-10 Jun-10 Volume ($Bils.)

U.S. HY bond outstandings climb, Loan outstandings shrink

HY market outstandings Change in outstandings (2009 vs. 2008; 5/10 vs 2009)

  • The market began to address loan maturities
  • HY bonds repaid loans, and loans saw other partial/full paydowns
  • Inst. loan outstandings declined more than $60 billion in 2009, and another $25 billion

through May 2010

Outstandings ($Bils) Change in outstandings ($Bils.) Source: S&P/LCD, Merrill Lynch 200 400 600 800 1000 1200 1400 1600 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 YTD 5/31/2010 High-Yield Second-Lien Institutional First-Lien Institutional

  • 100
  • 50

50 100 150 200 First-Lien Institutional Second-Lien Institutional High-Yield Change (5/31/10 vs YE 2009) Change (YE 2009 vs. YE 2008)

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SLIDE 5

7/14/2010 5 Technicals (and fundamentals) lead to strong rally

Loan prices dropped more sharply than in the 2001-2002 downturn

There were multiple drivers to the downturn

Loan prices rallied back very sharply in 2009

Rally continued through April 2010, but then fell victim to global jitters 9 U.S. Index bid levels (2000-6/10)

Source: S&P/LSTA Leveraged Loan Index Bid (% of par)

U.S. Index bid levels (2009-6/10) U.S. Index bid levels (2010td)

60 65 70 75 80 85 90 95 100 105 1/7/2000 1/7/2001 1/7/2002 1/7/2003 1/7/2004 1/7/2005 1/7/2006 1/7/2007 1/7/2008 1/7/2009 1/7/2010 60 65 70 75 80 85 90 95 1/1/2009 3/1/2009 5/1/2009 7/1/2009 9/1/2009 11/1/2009 1/1/2010 3/1/2010 5/1/2010 7/1/2010 87 88 89 90 91 92 93 1/1/2010 1/22/2010 2/12/2010 3/5/2010 3/26/2010 4/16/2010 5/7/2010 5/28/2010 6/18/2010 7/9/2010

U.S. Institutional loan calendar strengthens in 2010

After a two-year hiatus, the U.S. institutional loan pipeline begins to fill

And then, PIIGS II strikes… 10

2 4 6 8 10 12 14 16 18 20 Mar Apr Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May June July

2009 2010 U.S. Institutional loan pipeline

Source: Thomson Reuters LPC

Volume ($Bils.)

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7/14/2010 6 U.S. loan and HY bond prices slide

After strong run up, both U.S. loan and HY bids slump

HY bond prices recovering, loan prices lagging 11 U.S. HY bond vs. inst. loan bids U.S. HY bond and inst. loan bids (Change from YE09)

Source: S&P/LSTA Leveraged Loan Index, Merrill Lynch Bid (% of par) Change in bid (pts)

  • 2
  • 1

1 2 3 4 5 6 1/4/2010 1/12/2010 1/20/2010 1/28/2010 2/4/2010 2/12/2010 2/22/2010 3/1/2010 3/9/2010 3/17/2010 3/25/2010 4/5/2010 4/13/2010 4/21/2010 4/29/2010 5/7/2010 5/17/2010 5/25/2010 6/2/2010 6/10/2010 6/18/2010 6/28/2010 7/6/2010 BAML US HY Price S&P/LSTA Index Price 86 88 90 92 94 96 98 100 102 1/4/2010 1/12/2010 1/20/2010 1/28/2010 2/4/2010 2/12/2010 2/22/2010 3/1/2010 3/9/2010 3/17/2010 3/25/2010 4/5/2010 4/13/2010 4/21/2010 4/29/2010 5/7/2010 5/17/2010 5/25/2010 6/2/2010 6/10/2010 6/18/2010 6/28/2010 7/6/2010 BAML US HY Price S&P/LSTA Index Price

U.S. institutional loan and HY bond issuance slumps

Issuance drops sharply in HY bond market following Euro-jitters

U.S. institutional loan issuance drops, but market remains open…at a price 12

5 10 15 20 25 30 35 40 Aug-08 Sep-08 Oct-08 Nov-08 Dec-08 Jan-09 Feb-09 Mar-09 Apr-09 May-09 Jun-09 Jul-09 Aug-09 Sep-09 Oct-09 Nov-09 Dec-09 Jan-10 Feb-10 Mar-10 Apr-10 May-10 Jun-10 Inst loans HY bonds

U.S. HY bond vs. inst. loan issuance Volume ($Bils.)

Source: Thomson Reuters LPC

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7/14/2010 7 Reverse flex dominates 1Q10, upward flex returns in 2Q10 Flexed loan yields much higher

Following May pullback, U.S. institutional loans flex up (by considerable amount) to clear market 13

1 2 3 4 5 6 7 8 9 Talk Print OID over 3 yrs Spread Floor

U.S. institutional flex activity Pre- and post-flex yields on loans that flexed in May 2010 Volume ($Bils.) Yield (%)

Source: Thomson Reuters LPC Source: S&P/LCD

  • 15
  • 10
  • 5

5 10 15 1Q08 2Q083Q08 4Q08 1Q092Q09 3Q09 4Q09 1Q10 2Q10 Down Up

U.S. loan yields retrench in 1Q10, jump in May (B/B+ rated institutional loans)

U.S. Institutional yields increase considerably in May, June 2010 14

100 200 300 400 500 600 700 1Q98 Mar-99 Sep-99 Mar-00 Sep-00 Mar-01 Sep-01 Mar-02 Sep-02 Mar-03 Sep-03 Mar-04 Sep-04 Mar-05 Sep-05 Mar-06 Sep-06 Mar-07 Sep-07 Mar-08 Sep-08 Mar-09 Sep-09 Mar-10 Libor Floor Benefit Upfront fee over 3Y mat Straight Spread 100 200 300 400 500 600 700 Oct-09 Nov-09 Dec-09 Jan-10 Feb-10 Mar-10 Apr-10 May-10 ME 6/3/10 Libor Floor Benefit Upfront fee over 3Y mat Straight Spread Source: Standard and Poor’s/LCD

U.S. institutional loan spreads (with OID, LIBOR floor) U.S. institutional loan spreads (with OID, LIBOR floor) Spread (bps) Spread (bps)

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SLIDE 8

7/14/2010 8 CLOs and the refi cliff dynamic

15

U.S. Refinancing cliff revisited

Refinancing cliff has shrunk

Maturities (through amend & extends) have been pushed off materially 16 U.S. Refi cliff (April 2009 vs. June 2010) Change in refi cliff (April 2009 vs. June 2010)

Source: S&P/LSTA Leveraged Loan Index Volume($Bils) Volume($Bils) 50 100 150 200 250 2009 2010 2011 2012 2013 2014 2015 2016 2017 April 2009 est refi needs June 2010 est refi needs

  • 80
  • 60
  • 40
  • 20

20 40 60 2009 2010 2011 2012 2013 2014 2015 2016 2017

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7/14/2010 9

17

Our cliff analysis in July 2009… … And what the cliff looks like now

50 100 150 200 250 2009 2010 2011 2012 2013 2014 2015 2016 2017 Original cliff Less defaulted loans Less defaulted loans and HY repmts

Refi need analysis (July 2009)

Original cliff has $576B of loans (red)

If half B-, all CCC’s and D’s default out, cliff shrinks to $421B (blue)

If loans default out and HY paydowns occur, cliff shrinks to $344B (green)

If loans default out, HY paydowns occur and loan maturities are extended, cliff remains at $344B, but flattened (purple)

ACTUAL RESULT: Cliff still larger, but shape reflects estimates

Volume of loans ($Bils.) Source: S&P/LCD, LSTA

Est “optimist” cliff in 2009 vs. cliff in 2010

50 100 150 200 250 2009 2010 2011 2012 2013 2014 2015 2016 2017 May 2009 est cliff (less defaulted loans, HY bond repmts and A&Es) June 2010 est refi needs

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How the refi cliff has changed By ratings

50 100 150 200 250 2009 2010 2011 2012 2013 2014 2015 2016 2017 D CCC+ to CC B- B+/B >= BB- NR

Expected refinancing schedule (July 2009)

Charts show refi cliff by rating (assuming loans must refi one year prior to contractual maturity)

In 2009, the refi cliff was fairly front loaded

In 2010, refi cliff is smaller – and more back-ended

Volume of loans ($Bils.) Source: S&P/LCD, LSTA

Expected refinancing schedule (July 2010)

50 100 150 200 250 2010 2011 2012 2013 2014 2015 2016 2017 D CCC+ - CC B- B+/B >= BB- NR

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7/14/2010 10 Negative bias: Better quality companies are doing A&Es

It is the better rated companies that have been doing most of the Amends-to-Extends

B+ and better cos account for 53% of A2Es, and just 30% of index

This could leave weaker companies facing an earlier refinancing 19

0% 5% 10% 15% 20% 25% 30% 35% >= BB- B+ B B- <=CCC+ NR Index (end June) A2Es (end April)

Distribution of ratings: A2E companies vs. index

Share of deals (%) Source: S&P/LCD, LSTA

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CLO issuance buoys institutional loan growth Both markets stop in 2008

10 20 30 40 50 60 70 80 90 50 100 150 200 250 300 350 400 450 19981999200020012002200320042005200620072008 CLO issuance Total institutional loan iss. (incl refis, repricings) Inst issuance ($Bils.) Source: Thomson Reuters LPC, S&P/LCD

Institutional loan, CLO issuance

Institutional market growth enabled by CLO growth

Severe dislocation in CLOs and institutional loan market in 2008

CLO issuance stops, but existing CLOs still recycle paydowns into loans

CLO issuance ($Bils.) 0% 10% 20% 30% 40% 50% 60% 70% 80% 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 1H10 Bank CLO Fin co Hedge, Dist., HY fund Ins co

Investor market share

Market share (%)

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7/14/2010 11

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As we discussed last year: CLO reinvestment period will end, reducing CLO demand

  • 300
  • 200
  • 100

100 200 300 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

Cumulative decrease in demand as reinvestment period ends Cumulative CLO

  • utstandings

CLO issuance peaked in 2007 (Outstandings in red)

CLO reinvestment periods range 5-7 years (Blue reflects “frozen” amt of CLOs as reinvestment ends)

As reinvestment periods end, CLOs will no longer be able to buy new loans

In turn, “re-investible” dollars will decline

Blue line reflects MAXIMUM “reinvestible” CLO dollars – eg, if all loans in CLOs are repaid

In reality, reinvestible dollars will be much lower

Volume ($Bils.)

CLO issuance vs. CLOs going static Theoretical CLO reinvestment capacity

Volume ($Bils.) 50 100 150 200 250 1997 1999 2001 2003 2005 2007 2009 2011 2013 2015 Max reinvestible $ Source: LSTA,S&P/LCD, Intex, Wachovia

The Cliff Refined: Refinancing needs of loans in CLOs Vs estimated CLO refinancing ability

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Assumes roughly 52% of performing loans are in CLOs based on size of CLO market and default rates

Refinancing gap between loans held by CLOs and CLO refi capacity is smaller

There remains a nearly $100B gap in 2012

Manageability may revolve around health of HY bond market , revival of CLOs and ability to attract new investors Maturity profile of CLO loans vs. CLO refi capacity

Volume($Bils) Source: S&P/LSTA Leveraged Loan Index, LSTA, Wells Fargo, Intex 20 40 60 80 100 120 2010 2011 2012 2013 2014 2015 2016 2017 Est performing loans held in CLOs CLO total refi capability (all reinvested)

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7/14/2010 12 CLO performance: U.S. CLOs heal as they delever and loan market recovers

  • Price levels on CCC loans fell sharply in the downturn
  • In combination with increasing CCC/D share, this pressured OC ratios
  • As loan prices recovered, more CLOs moved out of OC violation

Source: Standard & Poor’s LCD, S&P/LSTA Leveraged Loan Index, Wells Fargo, Intex

Share of U.S. CLOs in sub. OC violation

Share of CLOs (%) 0% 10% 20% 30% 40% 50% 60% 10/01/08 11/12/08 12/16/08 01/26/09 02/24/09 04/06/09 06/04/09 07/31/09 10/01/09 11/19/09 12/31/09 02/05/10 03/09/10 04/01/10 05/04/10 30 40 50 60 70 80 90 09/01/08 11/01/08 01/01/09 03/01/09 05/01/09 07/01/09 09/01/09 11/01/09 01/01/10 03/01/10 05/01/10

  • Avg. bid of CCC loans

Bid (% of par)

CLO performance: U.S. CLO AAA notes remain relatively well rated

Nearly all securitized products have seen their AAA tranches downgraded

However, as of November 2009, 95% of CLO liabilities originally rated AAA remain rated A or better

More than 90% of SF CDO AAAs are rated below IG

True CF CLOs have not suffered uncured EODs 24

0% 10% 20% 30% 40% 50% 60% AAA AA A BBB BB B CCC CC C WR NR CLO AAA TRUP CDO AAA ABS CDO AAA

CDO AAA rating transition

Share of liabilities tranches originally rated AAA Source: Wells Fargo, Moody’s Investor Service

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7/14/2010 13 Some CLOs put on review for upgrade

25

CLOs likely to revive; Unlikely to be the force they once were

50 100 150 200 250 Same amt of equity Half the equity Quarter the equity Debt Equity

26 CLO outstandings and estimated equity component With less leverage, total size of CLOs shrinks

CLO outstandings ($Bils) Hypothetical new CLO outstandings ($bils.) Source: LSTA, Wachovia, Intex

  • There is roughly $250B of outstanding CLOs
  • Assuming 10x leverage, this suggests approximately $25B of equity
  • With lower leverage, overall size of CLO market would shrink … even assuming robust equity demand

*Assumes 5x leverage

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7/14/2010 14 Regulatory (and other) challenges

Investors are (relatively) happy with CLOs and new issue is beginning to emerge; however, regulations pose a threat to CLO revival

Regulatory reform legislation

Actively managed third party CLOs are very different from the static ABS deals that were targeted in the risk retention plank; however, they are likely to be captured

Either the “securitizer” or the “originator” will need to hold up to 5% of the credit risk

Securitizer may be the structurer (who is just an agent of the manager and may exit the business rather than hold 5%)

Some CLO managers can find a way to hold 5% of the equity slice, but many cannot; almost none can hold a vertical pro rata slice

“Originator” – who makes a loan and sells it directly or indirectly to an ABS (CLO) may have to retain 5% of the loan. This may force changes to trading docs to prohibit sales to CLOs; it may disrupt the entire trading market.

FATCA

Requires CLOs to provide tax identification on all investors beginning 2012 or withhold 30% of passthru income.

CLOs often don’t know their investors, and indentures may prohibit withholding

CLOs may not be able to participate in new loans or A&E deals after March 2012

Reg AB

More disclosure requirements, but may be workable

27