高辛烷，需求，令人担忧的风险贷款世界

影子银行吸引了一些投资者的角落s others dare not go.

Suni Harford, head of investments at UBS Asset Management, said during a June lunch in New York that her industry peers had recently expressed concern over collateralized loan obligations. She said they “would not touch CLOs.”

CLES是危险的公司贷款最大的买家，是非银行贷款人扩大市场的一部分，绘制了越来越多的关注。美国参议员和民主党候选人伊丽莎白沃伦向杠杆贷款和结束的担忧，在去年的一封信中对包括美联储和证券交易委员会的监管机构。4月，JPMORGAN Chase＆Co。首席执行官Jamie Dimon写在他的年度信对股东的影子银行 - 包括从事对公司直接贷款的基金经理 - 正在加速和仔细监测。

While CLOs buy portions of leveraged loans arranged by Wall Street banks and broadly sold to investors, direct lending funds increasingly have taken on a traditional banking role by originating and holding them. The market for private debt funds has swelled on the back of bank regulation developed after the 2008 financial crisis. These lenders compete in the middle market, catering typically to the蓬勃发展的私募股权industry.

“The question that investors need to answer is, ‘Am I getting paid for the illiquidity I have in this portfolio?’” says Rodrigo Trelles, co-head of capital solutions at multistrategy hedge fund manager UBS O’Connor, in an interview this month at the bank’s New York office. “Our view of the world is no, you’re not getting paid for that.”

Institutional investors have been pouring money into private credit, with direct lending funds now dominating the scene, according to Preqin, a provider of alternative-assets data. They’re betting on an area of the nonbank lending market whose rapid expansion since the crisis has not been tested in a downturn. And they’re locking up capital with funds that hold loans that don’t trade.

With their money tied up in portfolios of risky debt backing midmarket buyouts, investors are hoping to reap bigger gains than from more liquid bets. Direct lending funds lost 1.1 percent in the year through September 2018, and posted annualized internal rates of return of 4.5 percent in the three years through September and 4 percent over a five-year period, according to Preqin.

在这种表现之后，投资者准备继续追逐所谓的Altiquility溢价 - 并且预票看到了很多机会这样做。

At the start of July, direct lending funds were aiming to raise $98 billion globally, more than half the total sought by other private credit pools, including mezzanine, distressed debt, special situations, and venture debt funds. They’re adding to record dry powder exceeding $100 billion, a pile of uninvested capital that has soared from $23 billion for direct lending in 2012, Preqin data show.

Yet dangers lurk amid the strong demand.

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直接贷款有morphed into a world of higher leverage, loose loan covenants making it easier for private equity owners to collectdividends from companies那and creative accounting that inflates their earnings so they may borrow more, according to Baxter Wasson, the other co-head of capital solutions at UBS O’Connor. Plus, he says, debt financing is cheaper than in 2012, when the market was in the earlier stages of its post-crisis growth. And the loans are getting larger.

“You look at that and say, ‘What is happening here?’” says Wasson. “The most logical explanation is just a massive expansion in the number of lenders, the amount of capital they’re looking to put to work, all to some degree undergirded by the fact it’s been a very constructive and long, positive credit cycle.”

Now cracks may be starting to appear ahead of a downturn.

For the first time in his career as an attorney, William Brady, head of the alternative lender and private credit group at Paul Hastings, is busy working on both “front-end” deals and restructurings. Historically, Brady says, he has spent more time on one side of the business or the other, depending on the stage of the market cycle.

有“非常,非常小的误差为有限公司mpanies because of the leverage,” says New York-based Brady. “A couple hiccups, or a couple mistakes by management, and you can find yourself in a default scenario.”

“The risks are continuing to accumulate in this space,” says Anton Pil, managing partner of J.P. Morgan Asset Management’s global alternatives group. “I’ve tried to avoid this space entirely.” In addition, central bank policy shifts toward “easier money” may delay a potential squeeze in private credit, according to Pil. He says the easing of global monetary policies will prompt investors, who are facing negative yields in government and corporate debt outside the U.S., to hunt for yield in riskier loans.

They “will probably continue to funnel excess assets into private credit markets where you can still have positive yields,” says Pil. “The bubble that’s forming can stay a bubble longer before it gets unwound.”

据布拉迪说，中间市场的债务水平已上涨，同时担心借款人在利息，税收，折旧和摊销之前使用“加载回报”，以便在纸上呈现更多信誉。调整EBITDA用于预期成本节约等物品膨胀盈利措施，允许公司增加杠杆，他解释说。

When hammering out lending agreements, Brady says, he seeks to limit total add-backs to around 25 percent of EBITDA. In many cases, companies that turn to direct lending funds for financing are able to borrow at six times EBITDA, he says.

Amid the risks, some asset managers point to the benefits of locking up capital in illiquid private credit funds. In a tumbling market, investors — unable to withdraw their capital — remain positioned to ride the assets back to recovery, instead of exiting at a low point in the cycle.

“现在预先假定资产将会回归，”惠顿说。“它可能只是崩溃。”在仔细看看贷方保护的恶化和较小公司的脆弱性方面，Wasson说：“现在正在上市贷款空间发生的事情变得倍增。”

While infrequent valuations may keep investors from worrying about daily price swings, borrowers aren’t shielded from the tumult of an economic downturn. In a recession, smaller companies likely are more volatile for a variety of factors, according to Wasson, citing possible concentrations in customers or geography.

But the current concerns over debt don’t stop with direct lending.

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In late November,董事总经理乔纳森·Insull alternative credit manager Crescent Capital Group, listened to Federal Reserve chair Jerome Powell tell members of the Economic Club of New York that a rise in corporate debt levels and deteriorated lending standards were on the Fed’s radar.

The question, Powell said, was whether “elevated business bankruptcies” and “outsized” investor losses might undermine the stability of the financial system. In the Fed chair’s view, such losses were “unlikely to pose a threat to the safety and soundness of the institutions at the core of the system.” Instead, he said, they were “likely to fall on investors in vehicles like collateralized loan obligations with stable funding that present little threat of damaging fire sales.”

“Oh, thanks,” thought Insull, who is also a member of Crescent Capital’s structured product team, as he watched thespeechon television. While he says it was “refreshing” to hear Powell speak to the stability that CLOs bring to loan prices, he found it tough to hear him suggest that they’re good for markets because they act as shock absorbers for losses that otherwise would have been realized inside the banking system.

“I sort of feel like it’s a backhanded compliment that he’s paying,” says Insull, who has worked in the CLO industry for about two decades. The leveraged loan market has evolved over that period, from one where banks originated and held the debt to one where they underwrite the financing and sell it to investors. Insull believes the drumbeat of concern surrounding CLOs is overdone, saying their complex structures have proved resilient in past downturns, including through the Great Recession.

然而，一些CLO投资者比其他公司更好地保护，风险增加了他们冒险的债务结构的层。

Wells Fargo & Co., JPMorgan, and Citigroup are among the big U.S. banks that invest in CLOs, according to Insull. Japanese banks have also been investors, he says, along with insurance companies, pension funds, and asset managers.

Banks tend to own the safest and largest portion of CLOs, the so-called AAA-rated tranche, says Insull. “It’s really hard to get hurt,” he says. “The amount of loss you’d have to realize before that play would be impaired is tremendous.”

至少有一个资产经理Schroders，并没有采取任何投资于CLUS的风险部分的机会。

“We are only investing in AAA-rated classes,” says Anthony Breaks, a New York-based fund manager in the firm’s securitized credit group. “We are being very selective about our CLO investments because we continue to be concerned about the quality of the loan market.”

由杠杆贷款组合支持的CLO，发出一系列不同风险和返回的债券。所谓的股权Tanche是最有风险的，因为它在堆栈的底部，投资者首先受到击中的影响，应该出现问题与潜在资产产生问题。

As the record-long U.S. economic expansion presses on this year, the $1.2 trillion market for broadly syndicated risky corporate loans hasn’t suffered many high-profile defaults or outsize investor losses. But “the conditions for that to happen, when the credit cycle changes for corporates, are absolutely in place,” Breaks says.

While recent Citigroup research shows that pensions are absent from CLO equity, they may be seeking exposure through asset managers.

例如，加拿大养老金计划投资委员会announcedin September that its credit investment arm would be broadening its portfolio by purchasing CLO equity alongside experienced credit managers. Sound Point Capital Management, a New York-based asset manager, would be its first partner, the pension said, with CPPIB Credit Investments committing $285 million to a fund that will buy equity in Sound Point’s CLOs over the next several years.

“CLO investments help to diversify CPPIB’s portfolio in pursuit of better risk-adjusted returns when compared to traditional fixed income and equities,” the Canadian pension said at the time.

Citigroup, which pegs the U.S. CLO market at about $640 billion, estimates that banks represent 46.5 percent of investors in the AAA-rated portion of the structured loan pools. Asset managers and insurers are the next biggest buyers of that safest and largest tranche, the bank’s research shows.

The majority of CLO mezzanine, meanwhile, is held by asset managers and insurers, with pension funds being the third biggest group. The equity piece is mainly held by asset managers.

At this stage of the credit cycle, buying into riskier classes of CLO tranches doesn’t seem like a great strategy for fund managers evaluated on risk-adjusted returns, according to Breaks.

“你绝对可以进入潜在贷款的损失的情况如此之大，你将无法在该夹层位置获得任何现金流，”休息说。“一旦你是底部的煎饼，损失就会擦掉你的主人。”

虽然在金融危机期间，但在金融危机期间是有弹性的，宁愿避免逃避贷款池的挥发部分的低迷。

Sure, “the hold-to-maturity result for CLOs was quite good in the financial crisis,” he says. But “in the thick of the crisis,” mezzanine CLO bonds traded down to around 20 to 30 cents on the dollar. Many changed hands at distressed prices because clients decided “they had all the fun they cared to have in structured credit.”

Instead, investors could be sitting in a safer tranche and have cash ready to swoop in later at a deep discount. “Why would you buy a bond like that at par if you think you’re going to go into a distressed environment?” he says.

美国参议员沃伦今年早些时候通过银行监管机构讨论了对杠杆贷款和结束的担忧。

Fed chair Powell, Office of the Comptroller of the Currency head Joseph Otting, and Federal Deposit Insurance Corp. chair Jelena McWilliams told the senator in a February letter that they were closely monitoring leveraged lending, including the fewer and less stringent covenants they’d observed.

“Although the supervised banks originate a majority of leveraged loans, a large percentage of leveraged loans are sold to investors outside the banking system,” Powell, Otting, and McWilliams said in the letter. “While these loan sales allow risks to be shared more broadly, we continue to evaluate whether some of that diversification is being diluted by banks increasing their exposure to collateralized loan obligations and other holding vehicles to which those loans are sold.”

Their written reply to Warren followed a January letter from SEC chair Jay Clayton, who acknowledged her concerns about leveraged lending separately. He said the SEC had been monitoring the market, including CLOs, “with increased attention” since mid-2018. SEC staff was aware of rising debt at companies relative to their earnings, he said, and had seen a decrease in the “average rating of the subordinated tranches of CLOs in each of the past two years.”

在银行监事范围之外投资信贷的普遍称为阴影银行，但并不总是欣赏这一术语。

“We’re not that shadowy,” says Insull. “We wear suits and we’re readily visible during the daytime.”

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In the world of shadow banking,私募股权公司到处都是 - 并正在推动它的繁荣。

They’ve beenon a tear raising buyout funds该公司小而大，依靠非银行贷款人来融资他们的交易。他们转向直接贷款资金用于中市的收购，以及更大的交易，要求Clos和其他投资者进行交易融资。

They also sit on the other side of the table, creating CLOs and powering the private credit boom with their own direct lending funds. For example, Carlyle Group announced this month that it closed a$ 24亿美元的基金这将为上部中型借款人提供直接贷款，包括私募股权公司未支持的公司。该公司表示，随着杠杆率，Carlyle信用机会基金可以投资超过31亿美元。

许多关于宽松贷款标准在广泛混合的杠杆贷款市场上的疑虑 - 哪里是华尔街银行对投资者销售债务 - 在中间市场的直接贷款资金较小，宇宙宇宙越来越突出，经常支持私募股权交易。David Lyon在Neuberger Berman的私人信贷主管部门的说法，贷款人保持警惕，但不能逃避可能导致借助于借款人的供需力量。

That may mean lower interest rates as well as weaker lender protections. Lyon is paying close attention to covenants that govern how much flexibility a private equity firm may have to take cash out of a company, a borrower’s ability to incur additional debt, and the ability to remove collateral from deals. “Those are bright lines,” he says.

Yet for all the worries about shadow banking, the expansion of private debt funds may actually help provide a cushion in a downturn, according to Brady of Paul Hastings.

As capital becomes harder for borrowers to access because banks are pulling back from lending in volatile markets, managers of private debt funds may show up. “I think the biggest difference between whenever the next recession hits and the last recession is all that dry powder sitting on the sidelines,” he says. It may be “a softer landing.”

But some funds are avoiding midmarket buyout loans on purpose.

In a crowded market of direct lending funds focused on private equity firms, J.P. Morgan Asset Management and UBS O’Connor, to name two, are searching elsewhere for opportunities.

J.P. Morgan的Par Preves Prefers抵御真实资产，而瑞银的Wasson和Trelles则表示他们正在使用他们的广泛灵活的授权，专注于涉及难以贷款和金融资产的资产融资。在该地区，O'Connor Capital Solutions联合头正在寻找另一种避免麻烦的方法：他们提供短期贷款。

“我们在信贷周期中迟到了，我们相应地管理风险，”特尔斯说。“我们不知道什么时候会转弯，所以我们想确保我们的贷款很快就偿还了。”