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Leveraged Finance Annual Manual PDF
Leveraged Finance Annual Manual PDF
JUNE 2016
Executive Summary
This is the fifth edition of our U.S. leveraged finance primer. It reflects Fitch Ratings’ coordinated
effort across several U.S. rating groups, including Corporates, Financial Institutions, Structured
Credit, and Fund and Asset Managers.
The Annual Manual seeks to quantify and summarize the major factors driving risk and
opportunity for the various players in the space, including corporate bond and loan investors,
CLO investors, corporate debt issuers, private equity sponsors and regulators.
This piece emphasizes the continuous evolution of the market. New players are entering and
transaction characteristics are changing as the landscape adapts to the needs of different
capital providers and regulatory requirements. For context, we provide a historical perspective
on structures, volume and performance for different instruments and segments of the market.
If you have suggestions for further content enhancements, please do not hesitate to contact us.
Financial Institutions
Joo-Yung Lee Nathan Flanders Meghan Neenan, CFA
Managing Director Managing Director Senior Director
+1 212 908-0560 + 1 212 908-0827 + 1 212 908-9121
joo-yung.lee@fitchratings.com nathan.flanders@fitchratings.com meghan.neenan@fitchratings.com
1
1
2
2
2
Leveraged Finance Market Statistical Comparison 3
4
4
Defining the Markets 4
Defining the Loan Markets 4
Market History 5
Leveraged Loan Market History 5
Loan Retail Funds — Assets Under Management Increased Significantly Since Credit Crisis 5
Annual CLO Issuance Reached Record High in 2014 5
Institutional Leveraged Loan Market Profile — 2015 6
[Credit 101] What Are the Key Characteristics of Leveraged Loans? 6
Seniority 6
Leveraged Capital Structure — Seniority 6
Security 7
Pricing 7
Loan Pricing Components 7
Covenants 7
Common Loan Covenants 7
Callability 8
[Credit 101] What Are the Different Types of Leveraged Loans? 8
Pro Rata Tranches 8
Pro Rata Leveraged Loan Issuance 8
Institutional Tranches 8
Institutional Leveraged Loan Issuance 9
Credit Facility Summary 9
9
10
10
10
10
Background 10
Impact 11
LBO Leverage in Decline Since Release of Leveraged Loan Guidance 11
Focus on Exploration and Production (E&P) Companies 12
OCC Ratio Metrics and Thresholds 12
12
12
12
13
Background 13
Impact 13
What Is Chapter 11 Reform? 13
Background 13
Impact 13
Direct Lending 14
[Credit 101] What Is Direct Lending? 14
Direct Lending as an Alternative to Traditional Bank Lending 14
How Has Direct Lending Gained Traction? 14
Tightening Regulatory Environment 14
Record Fundraising 14
Why Does Direct Lending Continue to Grow? 15
Middle-Market Yield Premium Averages 115 bps 15
Private Equity and LBO Market 16
[Credit 101] What Is the U.S. Private Equity (PE) Market? 16
Private Equity Market 16
Characteristics of Private Equity Investments 16
How Does Fitch Ratings Analyze Private Equity Companies? 17
Fitch’s Private Equity Firm Credit Rating Considerations 17
[Credit 101] What Is an LBO? 17
Common LBO Structure 18
What Is the Trend in the LBO Market? 18
U.S. Private Equity Market History 18
Annual LBO Loan Issuance 18
Primary Factors Impacting LBO Volume 19
[Credit 101] What Are BDCs? 20
What Does the Regulatory Environment Look Like for BDCs? 20
How Have BDCs Performed Lately? 20
Operating Performance 20
Yields Versus Stock Performance 20
Shifting Capital Structures 21
Second Lien Loans/Debt Portfolio (Fair Value) 21
Energy and Metals/Mining Performance 21
21
22
22
22
Covenant-Lite Composes 57% of Outstanding Volume in
22
22
23
23
24
24
24
24
Loan Volume Soft 24
U.S. Second Lien Institutional Term Loan Volumes 25
32
32
Debtor-in-Possession 32
U.S. Bankruptcy Code — Priority Rules 32
Absolute Priority 33
Enterprise Valuation 33
Creditor Negotiations 33
[Credit 101] What Is DIP Financing? 34
DIP Loan Summary 34
[Credit 101] How Does Fitch Estimate Recovery? 34
Recovery Ratings 34
Fundamental Drivers of Recovery Ratings (RR) 35
Recovery Ratings (RR) Scale 35
Bankruptcy Case Studies 36
Published Bankruptcy Case Study Reports 36
Midpoint EV/EBITDA Multiple for Companies Reorganized as Going Concern 36
Majority of Bankrupt Companies Reorganized as Going Concern 37
Bankruptcy Case Study — Station Casinos, Inc. et al 38
Station Casinos, Inc., et al. 38–40
Recovery Rating Backtesting 40
Forecast Delta Default +30-Day Issue Price Implied RR Versus Fitch RR Estimate 40
How Do Leveraged Loans Perform in Fitch’s Recovery Analyses? 40
Overall Distributions 40
Recovery Rating Distribution — First Lien Debt 2015 41
Capital Structure Influences 41
First Lien Loans and Bonds RR Distribution by First Lien Leverage Ratio 41
What Are the Historical Post-Default Prices for Leveraged Loans? 42
First Lien Institutional Leveraged Loan 30-Day Post-Default Prices 42
What Are the Historical Emergence Prices for Leveraged Loans? 42
First Lien Institutional Leveraged Loan Emergence Prices 42
51
Leveraged Loan Issuance 51
Institutional Leveraged Loan Issuance 51
Pro Rata Leveraged Loan Issuance 51
Covenant-Lite Loan Issuance 52
Second Lien Loan Issuance 52
ABL Issuance 52
Middle-Market Loan Issuance 53
Middle-Market Institutional Loan Issuance 53
DIP Loan Issuance 53
Sponsored Versus Nonsponsored Covenant-Lite 54
Sponsored Versus Nonsponsored Middle-Market Loan Issuance 54
Covenant Versus Covenant-Lite Second Lien Issuance 54
Canadian Syndicated Loan Issuance 55
Latin American Loan Issuance 55
Latin American Loan Issuance by Country 55
Largest Leveraged Loan Deals — 2015 56
Largest Covenant-Lite Deals — 2015 56
Largest Second Lien Deals — 2015 57
Largest ABL Deals — 2015 57
Largest Middle-Market Deals — 2015 58
Largest DIP Loan Deals — 2015 58
Issuance by Industry 59
Leveraged Loan Issuance by Industry — 2015 59
Covenant-Lite Loan Issuance by Industry — 2015 59
Second Lien Loan Issuance by Industry — 2015 59
ABL Issuance by Industry — 2015 60
DIP Loan Issuance by Industry 60
Latin American Loan Issuance by Industry — 2015 60
Canadian Loan Issuance by Industry 61
111
111
Defining the Markets 111
High-Yield Bond Types 111
High-Yield Bond Characteristics 111
113
113
113
U.S. Second Lien Bond Issuance Volume 113
Evolution of Second Lien Bond Volume by Industry 114
114
114
114
114
115
115
115
115
115
115
115
116
116
Overall Defaults 116
Energy, Metals/Mining Defaults 116
What Is a Distressed Debt Exchange? 116
Distressed Debt Exchanges with Subsequent Default Events: 2008–2016 117
Recovery 118
[Credit 101] What Is Recovery? 118
[Credit 101] How Does Fitch Estimate Recovery? 118
How Do High-Yield Bonds Perform in Fitch’s Recovery Analyses? 118
Recovery Rating Distribution — Senior Unsecured Debt 2015 118
What Are the Historical Post-Default Prices for High-Yield Bonds? 118
Appendix
Sector Outlooks 127–128
130
130
Facility Utilization at Bankruptcy 130
Cash Flow Revolving Facility Utilization 131
ABL Revolving Facility Utilization 131
Pre-Default Utilization Uptrend 131
Average Utilization Rate Trend 131
Revolver Recovery Rates 132
PIK Debt Recoveries in Bankruptcies 132–133
Companies Featured in Bankruptcy Case Study Reports 134–137
137
137
138
Corporate Rating Methodology 138
Rating Definition Summary 139
Parent and Subsidiary Rating Linkage 139
LCF Decision Matrix 140
LCF Flow Chart 141
Rating Subsidiary Debt without Stand-Alone Financial Information or a Parent Guarantee 142
Recovery Rating Methodology 143
Recovery Analysis Methodology 143
Recovery Ratings (RR) Scale 143
B+ and Below IDR/Debt Instrument Mapping 144
Typical BB Rating Category Recovery Rating Assignment and Notching 144
Enterprise Value — Fitch-Employed Multiple for Recovery Analysis 144
ABL Recovery Analysis 145
ABL Recovery Analysis Methodology 145
Pension Recovery Analysis 146
Fitch’s Recovery Considerations — U.S. Defined Benefit Pension Plans 146
U.S. Pensions — Illustrative Application of Recovery Methodology 147
148
Sector Handbooks 148
Recent U.S. Leveraged Finance Research 148–149
Additional Research by Sector 149–154
155–164
165–166
The Cycles
Mixed Signals
Historically, the Business, Credit and Commodity Cycles have rarely been synchronized.
Despite this, they have often been logically sequenced and have signaled a similar message
to observers.
●● The Business Cycle has not gained the type of momentum that would be expected this
deep into the economic recovery. The very low-growth environment curbed managements’
typically enthusiastic growth expectations and curtailed the increases in costs and capex
characteristic of economic upturns.
●● The Commodity Cycle clearly signaled it is at a trough over the past year. High-yield defaults
in the commodity space reached 15% as of May 2016. Over the past few years, changes in
the overall market default rate have been almost entirely driven by the commodity sector and
very large defaults on legacy transactions from the prior upswing (Energy Future Holdings
Corp. and Caesars Entertainment Operating Co.). The high-yield default rate, excluding
commodities, is only 1%, which is consistent with nonrecessionary periods.
●● Credit Cycle deterioration tends to follow periods of unsustainable economic growth, and
exuberant management and market expectations. In the current environment, we believe
the Credit Cycle is advanced relative to the Business Cycle. The search for yield has driven
an abundance of capital toward low-rated entities. While new-deal leverage and the overall
volume of new deals has been muted by leveraged lending guidelines, transactions have
been aggressively structured with loose terms characteristic of late-cycle lending behavior.
The Cycles
Commodity
Cycle High-Yield Bond Issuance
Defaults
For these reasons, we anticipate sharp security price corrections that, at times, will far outstrip
changes in underlying corporate credit fundamentals.
Elusive Equilibrium
Market Market
Dislocation Overheated
Market
Equilibrium
• Widening credit spreads. • Low interest rates, tight spreads.
• Bond/loan markets shut down. • Investors chasing yield.
• Risks not at company discretion. • Discretionary risk seeking actions
• CLO arbitrage vanishes. by companies.
• Companies conserve cash. • Supply of investor capital matches • Debt proceeds in market exceed
• Downgrades and voluntary and refinancing and prudent growth. refinancing needs.
nonvoluntary bankruptcies for companies • Capital needs of leveraged companies • Significant LBO and consolidation activity.
with near-term refinancing concerns. are met. • Heavy CLO activity.
• Downgrades from leveraging transactions.
Source: Fitch Ratings.
Looking Ahead
We do not expect new deal characteristics to return to the leverage or transaction size levels of
2006/2007. It is likely we enter a downturn without seeing those types of large, highly leveraged
deals. It is also likely we enter a recession without the business environment ever returning to
full steam.
Idiosyncratic risk will continue to be the focus of sophisticated analysts in the leveraged finance
market. While Retail, Publishing and some subsectors of Healthcare are expected to endure
business model risks, we do not expect any broad sectors to experience widespread defaults
like we have seen in the Energy sector over the past year. Instead, we anticipate traditional
bottoms-up, company-specific analysis will identify the pockets of weaknesses in the market.
As the commodity risks shake out and capital begins flowing again in the leveraged finance space,
we anticipate discretionary risks to build again with private equity and management teams gaining
confidence, and taking advantage of historically low, albeit slowly rising, interest rates. Fitch Ratings
will continue to evaluate the overall use proceeds mix (refinancing, LBO, M&A) for new issuance;
any elevated new transaction levels; and the structure, leverage and size of those transactions.
In particular, we will be taking a hard look at liquidity and how companies are preparing their
balance sheets for the heavy refinancing the market requires in 2019 and 2020. It is very possible
we could enter a downturn at a point when significant debt is coming due in the market.
If 2016–2017 turn out to be downturn years, we expect the downturn to be mild. There is very
little bond and loan debt coming due and companies have solid interest coverage cushion to
brace them from unexpected EBITDA declines. With limited financing demands and the capacity
to avoid missed payments, we believe it would be a relatively shallow recession.
Rating Actions
No. of IDR Upgrades 66 30 —
No. of IDR Downgrades 40 27 —
Upgrades-to-Downgrades Ratio (x) 1.7 1.1 —
Fallen Angels: Rising Stars 4:7 9:5 —
Regulatory Environment 10
What Regulations Will Have the Most Impact on the
Leveraged Loan Market? 10
What Is Leveraged Lending Guidance? 10
What Is Risk Retention? 12
What Is the Volcker Rule? 13
What Is Chapter 11 Reform? 13
Direct Lending 14
[Credit 101] What Is Direct Lending? 14
How Has Direct Lending Gained Traction? 14
Why Does Direct Lending Continue to Grow? 15
Covenant-Lite Loans 22
[Credit 101] What Is a Covenant-Lite Loan? 22
What Is the Size of the Covenant-Lite Market? 22
How Did Covenant-Lite Become the New Market Standard? 22
What Considerations Does Fitch Give to Covenant-Lite Issuers? 23
Are Recovery Prospects Different for Covenant-Lite Loans? 23
Defaults 26
[Credit 101] What Happens in an Event of Default? 26
[Credit 101] What Options Are Available to Issuers Under U.S. Bankruptcy Law? 26
What Are the Historical Default Rates for Leveraged Loans? 28
What Is the Current Default Environment for Leveraged Loans? 30
Recovery 32
[Credit 101] What Is Recovery? 32
[Credit 101] What Is DIP Financing? 34
[Credit 101] How Does Fitch Estimate Recovery? 34
How Do Leveraged Loans Perform in Fitch’s Recovery Analyses? 40
What Are the Historical Post-Default Prices for Leveraged Loans? 42
What Are the Historical Emergence Prices for Leveraged Loans? 42
CLOs 43
[Credit 101] What Is a CLO? 43
[Credit 101] What Are the Mechanics of an Arbitrage CLO? 44
[Credit 101] Who Are CLO Market Participants? 46
How Does Fitch Ratings Analyze CLOs? 48
What Is the Level of Recent CLO Issuance? 48
How Has the Commodity Cycle Downturn Affected CLOs? 49
Broadly syndicated loans represent the largest segment of the leveraged loan market.
These are loans made to large corporations and syndicated by banks to investors. There is also
a growing private market for leveraged loans, known as direct lending, where companies can
access financing from nonbank institutions. A market for leveraged loans to smaller companies,
known as the middle market, also exists.
The broadly syndicated leveraged loan market can be split into two distinct categories: pro rata
loans and institutional loans. Banks invest in pro rata loans, and institutional investors, such as
CLO managers and mutual funds, invest in institutional loans. Institutional loans in particular
experienced record growth in the years following the financial crisis.
1,000
CLO Issuance Hits
All-Time High of $124 Bil.
900 Secondary Loan
Prices Plunge to 60
Institutional Loan
800
Issuance Hits Record
Dodd-Frank Bill Oil Falls Below $40/Barrel;
High of $639 Bil.
Proposed Default Count Highest
700
Since 2012
Lehman Brothers
600 Files for Bankruptcy
400
300
200
100
Credit Crisis
0
2007 2008 2009 2010 2011 2012 2013 2014 2015
KKR – Kohlberg Kravis Roberts. TXU – TXU Corporation. Note: Gray section represents a recessionary period as
defined by the National Bureau of Economic Research.
Source: Fitch U.S. Leveraged Loan Default Index, Thomson Reuters LPC, Fitch Ratings.
Several factors have contributed to the record growth in the U.S. institutional leveraged loan
market in recent years. Investor demand in particular has played a major role. As interest rates
reached historic lows in the years following the financial crisis, the search for yield attracted
new investors into the high-yield bond and leveraged loan markets. CLOs and retail funds were
among the most active buyers of leveraged loans.
100 80
$24 Bil.
60
50
40
0 20
0
Note: Assets under management include both
exchange-traded funds (ETFs) and managed funds.
Source: Thomson Reuters LPC, Lipper FMI. Source: Thomson Reuters LPC.
The U.S. institutional leveraged loan market totaled over $945 billion in amount outstanding and
comprised nearly 1,500 issuers at the end of 2015.
Seniority
Leveraged loans typically sit at the top of the capital structure. In the event of a default, borrowers
are likely contractually obligated to make payments on the leveraged loans before they make
payments to other creditors, including most bondholders.
Equity
Pricing
Leveraged loan pricing is typically floating rate and is a function of the reference rate and
the spread. Other important loan pricing components include the LIBOR floor and the original
issue discount.
Covenants
Covenants represent a set of restrictions that detail what the borrower can and cannot do during
the life of the loan. There are three main types of covenants:
●● Affirmative covenants state what a borrower must do to be in compliance during the life of the
loan (e.g. provide financial statements and maintain insurance).
●● Negative covenants limit what the borrower can do during the life of the loan (e.g. limits on
additional incurrence of debt or limits on dividend amounts).
●● A revolving credit facility is similar to a credit card, a revolving credit facility (revolver) allows
a company to draw down debt, repay and then draw back down. The drawn amount is due at
maturity. The facility may contain borrowing base restrictions or sublimits. The revolver can
be multicurrency and allow for multiple borrowers.
●● A term loan A is an installment loan that is typically fully drawn at close, and pays both interest
and principal based on a predetermined amortization schedule. The remaining balance is
due at maturity. The required amortization percentage typically increases over time.
400
300
200
100
0
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Source: Thomson Reuters LPC.
Institutional Tranches
Institutional tranches refer to the types of leveraged loans invested in by institutional investors
such as CLO managers and pension funds.
●● A term loan B is similar to a term loan A in mechanics, but with minimal amortization
through the life of the loan (1% per annum), with the balance due at maturity.
The facility may contain a delayed-draw component or a separate delayed-draw term loan.
Delayed-draw term loans are not drawn at close, and are used to fund an event only if the
company meets certain conditions.
●● A second lien credit facility is similar to a term loan B in structure and mechanics, except
for priority, security and pricing. The priority is second to first lien facilities, the security is
generally a second lien on the first assets and the pricing is wider by 200 bps–400 bps.
400
300
200
100
0
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Pricinga
Spread/Margin Floating Floating Floating Floating
Average Spread/Margin
(bps) 315 315 440 800
Commitment Fee (bps) 25–50 — — —
Markets
Market Private Private Private Private
Investors Retail Banks Retail Banks Institutional Institutional
Investors Investors
Fitch estimates as of Dec. 31, 2015.
a
Regulatory Overview
Impact on
Regulation Effect Loan Market
Leveraged Lending Guidance Could cause banks to pull back from leveraged loan High
underwriting, leaving nonbank originators to come in
to replace bank underwriters. Nonbank originators are
presumably not subject to the guidance, as they are not
regulated by the banking agencies.
Risk Retention (Dodd-Frank Act) Could cause CLO and loan markets to shrink and cost High
of financing to rise for speculative-grade borrowers, as
requirement to retain 5% of fair value of CLO will likely crimp
CLO origination.
Volcker Rule Many legacy CLOs will no longer be permissible investments Moderate
by banks and must mature, be restructured or be disposed of
by July 21, 2017.
Chapter 11 Reform Could adversely alter recovery prospects of first lien debt Low
claimholders, leading to a likely increase in cost of financing
for speculative-grade borrowers.
Source: LSTA, Fitch Ratings.
Background
The Interagency Guidance on Leveraged Lending was issued by the Office of the Comptroller
of the Currency (OCC), the Board of Governors of the Federal Reserve System (board) and the
Federal Deposit Insurance Corporation (FDIC) in 2013 to curb high-risk lending among financial
institutions (banks).
The Shared National Credit (SNC) review, conducted by the OCC, the board and the FDIC,
assesses risk in the largest and most complex credits. The agencies conduct a credit assessment
program to rate credits based on credit quality.
The rating criteria under the SNC review can be broken down into three key pillars.
Risk Management
The agencies outline risk management requirements, some of which include conducting proper
due diligence and stress tests, evaluating risk-adjusted returns, testing covenant compliance
and generating analytical risk assessment reports, all on a regular, periodic basis to improve
transparency and deter excessive risk taking.
Internal Oversight
The agencies tie the first two pillars together by requiring the establishment of internal oversight
to manage enforcement of related policies, compliance with regulators and resolution to conflicts
of interest, which can arise from having exposure to both borrowers’ credit and equity, among
other things.
●● Each borrower should be able to amortize any senior secured debt during the life of the
security or pay down at least 50% of the total principal over a 5- to 7-year period.
However, the agencies qualify these statements with the caveat that the guidance is a holistic
approach and a breach of either threshold may not necessarily result in a violation of the
guidance as long as the borrower or the debt has other redeeming qualities, such as protective
covenants or transparent strategic commitment to debt reduction.
Impact
Leveraged lending guidance has created challenging market conditions for some issuers at the
lower end of the rating spectrum and has played a significant role in restraining new LBO issuance.
High purchase price multiples and leverage constraints have reduced LBO deal flow. Prices for
companies remain at historically elevated levels. Fitch estimates the overall median transaction
multiple through November 2015 YTD was 11.4x, above the historical 10-year median of 10.9x.
It is now harder for private equity sponsors to make the economics of LBOs attractive given
leverage restrictions in the market. As a result, debt-to-EBITDA levels for LBOs have been on
the decline since the guidance was introduced in 2013.
(x)
8.0
5.74x
7.0
6.0
5.0
4.0
3.0
2.0
1.0
0.0
The guidance has also created challenges for lower rated, highly leveraged issuers trying to
access the market for other purposes, such as refinancing. Fitch identified 23 deals in 2015
that were pulled from the primary during syndication as issuers reacted negatively to investors
demanding higher pricing and larger issue discounts.
While leveraged lending guidance may have a harnessing effect on leverage, as seen with the
decline of LBO leverage, some of the most aggressive structures are now moving outside the
bank market and being financed in the direct lending market instead.
Fitch’s analysis suggests numerous U.S. high-yield Oil & Gas E&P companies may be assigned
loan risk ratings of Substandard, Doubtful or Loss (collectively Classified) based on leverage
ratio analysis and other factors included in regulatory assessment guidance.
Ramifications of Classified loan ratings could include further cuts to reserve-based revolver (RBL)
borrowing bases, higher funding costs and reduced access to new loans at a time when bond
market access is very limited for high-yield E&P companies. Nonbank lenders or specialized
production financing may take up some RBL lending slack, but at a price.
For more information on the E&P lending guidance please see the special report E&P Lending
Guidance Signals More Pain Ahead (OCC Lending Guidance Amplifies Challenges for Leveraged
E&P Borrowers).
Background
The risk retention rules, under the Dodd-Frank Financial Reform and Consumer Protection Act
(Dodd-Frank), generally require securitizers of asset-backed securities to retain 5% of the fair value
of the CLO. The risk retention rules were motivated by the performance of some subprime residential
mortgage-backed securities (RMBS) and collateralized debt obligations of RMBS, for which Dodd-
Frank sought to use risk retention to align the incentives of securitizers with those of their investors.
Impact
The impact of requiring securitizers to retain 5% of the credit risk of the underlying assets will
crimp CLO origination. Most CLO managers are thinly capitalized and do not have the balance
sheet or spare funds to purchase a significant percentage of the CLO notes. This could cause
the CLO and loan markets to shrink and the cost of financings to increase for speculative-grade
borrowers if CLO managers do not gain access to capital for retention. More than 50% of CLOs
issued during the latter half of 2015 had at least a 5% component of the CLO liabilities held by
the CLO manager or an affiliate. The final risk retention rule will apply to new CLOs beginning in
December 2016, two years after the final rule.
Background
The Volcker Rule was passed in July 2010 as part of Dodd-Frank, and was finalized in December
2013. It was designed to prohibit:
Impact
The final rule exempted loans from the proprietary trading restrictions imposed on banks for
most other assets and set out a clear path for CLOs’ complete exemption from the Volcker Rule.
However, to qualify for the exemption from the Volcker Rule, CLOs would not be able to hold
any securities other than short-term cash equivalents. The conformance period was extended to
July 2017, but this extension does not resolve the issue for banks. Nearly all 2.0 CLOs will still
be outstanding under the rule.
Background
Chapter 11 bankruptcy code generally provides for reorganization of corporations or partnerships.
Chapter 11 Reform arises from a need to address the more complex and higher leveraged
capital structures of today’s companies.
Impact
Initial recommendations in the ABI’s Commission to Study the Reform of Chapter 11’s final report
published in December 2014 could adversely alter recovery prospects of first lien debt claimholders.
One principle that would reduce first lien recovery prospects, if adopted, proposes allocating a
redemption option value to the creditor class that receives no recovery and is immediately junior
in seniority to a class of claims that does receive a distribution. This is being mandated as long
as there is at least one class that would not receive any recovery. The proposal is being made
to compensate for reorganizations or asset sales that often occur at cyclical trough points, and
business or economic improvement is anticipated within a reasonable amount of time.
The reform suggestion would have a profound impact if passed by Congress. The ABI Commission
did not recommend any changes to the way enterprise valuations are done for bankruptcy plans.
A fundamental enterprise valuation would be completed using existing methodologies.
Companies that issue private debt can be anywhere in the range of $5 million to $100 million in EBITDA.
Regulatory Adherance
Direct Capital Regulatory
Banks
Providersb Interagency Guidance Agenciesc
on Leveraged Lending
1. Issuer info
$ Capital 2. $ Interest 1. Issuer info
$ Capital
3. $ Principal 2. $ Fees
Payments 3. $ Interest
Regulatory 4. $ Principal Payments
SEC/ Adherance
State-level Issuer
Regulators Regulation D Regulatory
Blue Sky Adherance SEC/
Regulation Issuer State-level
Regulation D Regulators
Blue Sky Regulation
aThose providing capital to issuers (e.g. general partners, such as private equity firms, hedge funds, banks, etc.).
bThose providing capital through the banks (i.e. lending participants). cThe Office of the Comptroller of the Currency,
Board of Governors of the Federal Reserve System and Federal Deposit Insurance Corporation.
Source: Fitch Ratings.
●● Basel III.
The combination of these regulations have constricted banks’ lending activity by requiring
banks to maintain specific capital ratios and avoid lending to highly leveraged entities. These
regulations have created a supply gap in the credit markets, and in turn, created opportunities
for unregulated institutions to lend in the banks’ stead.
Record Fundraising
On the demand side, the premium offered on private debt has further fueled the interest in direct-
lending platforms as investors navigate the current low-yield environment. North America-focused
private debt funds, most with a focus on direct lending, have raised $103 billion in 2015 alone.
The scale at which direct lenders are now able to underwrite debt makes them a much more
competitive option to borrowers in a time when traditional banks are shrinking balance sheets
and curbing lending.
200
150
100
50
PE investments span the spectrum of companies needing equity capital to fund various stages
of development.
Leverage
Key Leverage Ratios
Fund Leverage Not typical in private equity vehicles and viewed negatively, given illiquidity of holdings.
Debt/Fee-Related Earnings Leverage measured based on fee-related cash flows.
FEBITDA/Interest Expense Debt service measured based on fee-related cash flows.
Incentive Income Ability to generate incentive income not factored into operating cash flow but provides
cushion for debt service.
Balance Sheet Investments/Debt Balance sheet co-investments in funds are illiquid but can be viewed as collateral for
outstanding debt.
Funding Flexibility Unsecured funding profile viewed favorably.
High-Yield/Subordinated Debt
2.0–3.0 10–30 5–9+ 7–10
(Unsecured)
Total 9.0x
1,000
First deal more than LBO issuance
$5 Bil. of the decade: hits record
Toys ‘R’ Us acquired for $7.5 Bil. $210 Bil.
800
600
First deal more than
$1 Bil. for the decade:
Lubrizol Advanced Holding periods hit
400 Materials ($1.4 Bil.). record high.
First fund more
than $15 Bil.: Largest private equity-
TPG Partners V. backed IPO: HCA, Inc.
($4.4 Bil.).
200
First fund more than $10 Bil.:
Apollo Investment Fund VI. Credit Crisis
0
Note: Gray sections represent a recessionary period as defined by the National Bureau of Economic Research.
Source: Pitchbook Data, Inc., Fitch Ratings.
Equity Contribution
Growth
4.5%
83.0%
> Very little low hanging fruit
81.6%
> IG maintaining disciplined
cost structures
Structure of Debt
> Loose structures seen in peak cycle
> Significant carveouts, "free and clear" incremental debt
> Given late 2015 disruption, underwriting cycle slowed
Cost of Debta
8.5%
> Lower cost of debt supporting
6.0%
higher deal returns
Valuation Multiples
10.2x
> Lack of quality assets driving median 9.1x
deal multiples to decline in 2015
> Strategic buyer competition still present
aCostof debt is a weighted average calculation using ‘B’ high-yield bond pricing and institutional leverage loan yields.
Weighting represents a 6x total deal leverage target with 4x leveraged loan leverage and 2x high-yield bond leverage.
Source: Pitchbook Data, Inc., Thomson Reuters LPC, Blooomberg Finance L.P., U.S. Bureau of Economic Analysis
(BEA), Fitch Ratings.
Discussions are currently being held among market participants, legislators and regulators
regarding potential changes in BDC legislation. The most notable of these potential changes
would be a decline in asset coverage requirements to 150% from 200%, effectively allowing
BDCs to increase leverage to 2.0x from 1.0x.
Another potential change includes an expansion of the eligible portfolio company definition.
BDCs must currently have at least 70% of their assets in qualifying assets. Nonqualifying assets
generally include non-U.S. securities, public companies with market capitalizations above
$250 million, CLOs and investments in finance companies. The expansion of the definition would
preserve the allowance for nonqualifying assets and allow for up to 20% of assets to be invested
in financial companies — including brokers, banks, insurers and niche lenders — allowing 50%
of assets to be invested in what are currently nonqualifying assets.
Operating Performance
Fitch placed five of its 10 rated BDCs on Negative Outlook or Watch in March 2016, reflecting
the competitive underwriting conditions, mounting earnings pressure, underperforming energy
investments, unsustainable asset quality metrics, increased activist pressure and limited access
to growth capital.
7.5
2,000
7.0
1,500
6.5
1,000
6.0
500
5.5
5.0 0
100
90
80
70
60
50
40
30
20
10
0
Pre-2012 2012 2013 2014 2015 Overall Market
Issuance Year
Note: Cov-Lite percentages shown. Outstanding institutional leveraged loan market profile at end of December.
Source: Fitch U.S. Leveraged Loan Default Index, Thomson Reuters LPC, Bloomberg.
For lenders, maintenance covenants provide an early warning mechanism and a means to intervene
in a deteriorating credit situation, thus possibly preserving value for lenders. In most cases, a
technical violation of a maintenance covenant rebalances the risk and return, thereby allowing a
group of lenders to negotiate a higher spread and extract a fee from the issuer, constrained by
the struggling company’s ability to pay the fee. Covenants also preserve certain rights that allow
lenders to initiate changes they may want or to call the loan in the most extreme cases.
For issuers, covenants are often a time-consuming and expensive hurdle. Most broadly
syndicated loans can frequently have dozens of different lenders in one single loan, making
The transformation of the broadly syndicated loan market to a more covenant-lite market has been
supported by the growth of secondary loan trading through the standardization of transactions,
documents and practices. These changes have helped accelerate the convergence of terms
between the leveraged loan and high-yield bond markets.
However, we do believe covenant-lite loans are generally reserved for issuers of higher credit
quality, but quantifying this view remains a challenge given a large percentage of the market
is privately sponsored. Fitch has computed and segmented the historical performance of
covenanted and covenant-lite issuers, and we are cautious not to over-interpret the data.
Fitch emphasizes that credit analysis involves thorough evaluation of a range of factors.
For example, credit metrics alone do not provide a holistic view of a company’s credit quality.
Leverage and coverage metrics remain relative measures and must be considered in context
with other factors, such as business risk. Similarly, covenant-lite status alone does not equate
to riskier lending practices.
In a market where covenant-lite status has become the norm, Fitch notes that, in certain cases,
fully covenanted issuers may actually represent the riskier borrowers. In this environment, the
presence of a financial maintenance covenant may be a red flag compensating for some other
source of weakness in the credit profile.
Fitch does not currently adjust recovery assumptions based on the presence or absence of
financial maintenance covenants for several reasons. Issuers of broadly syndicated loans in the
U.S. that encounter distress almost always restructure and emerge from bankruptcy with less
debt. Restructuring maximizes distressed enterprise value in these circumstances. Conversely,
liquidations tend to destroy enterprise value, as the whole is typically worth more than the sum of
the parts. In those jurisdictions and products where liquidation is more prevalent, Fitch may already
be using a lower reorganization multiple assumption that is appropriate for that market or product.
For more information on covenant-lite issuance, defaults, and recovery, please see our
Reference Data section.
There is no consistent market definition of what constitutes a second lien facility and nomenclature
can be misleading. Sometimes the second lien is in a position that is not actually the second
most-senior position and sometimes the debt that does have the second most-senior position is
not called the second lien.
Some issuers can have a first lien asset-based lending (ABL) facility (priority to working capital
assets) and several other first lien facilities ahead of second lien debt. Along the same lines, term
loans with a second lien on working capital and a first lien on real estate, equipment and intangible
assets are sometimes referred to as second-lien debt, particularly among retailers and in the
middle market, even though the term loan lenders have a first lien on hard assets and intangibles.
Funding of opportunistic debt exchanges and distressed debt exchanges (DDEs) of unsecured
debt for second lien debt is one of the more common uses of second lien debt. Companies
can often push out the near-year maturities of unsecured debt by offering to swap the maturing
unsecured note for new second lien debt. Unsecured holders that agree to accept the exchange
offer avoid becoming subordinated to the new second lien debt that will be slotted above them.
Certain companies can also tap second lien debt markets to monetize parent company equity
value in subsidiaries. If a leveraged parent company has a subsidiary with a strong credit profile,
the parent company can tap this equity value through the issuance of debt secured by a first or
second lien on the capital stock of the subsidiary. Parent debt secured by subsidiary equity is
often a less tax-punitive way of monetizing equity value than a subsidiary sale or IPO.
Numerous headwinds continue to weigh on the lowest quality tiers of the leveraged term
loan new issue market, which accounts for most second lien facilities. These include volatile
markets, below-par bids and bank regulatory constraints on new highly leveraged transactions.
The Fed’s January 2016 survey of bank lenders showed that commercial lending standards
tightened in the fourth quarter of 2015, although nonbank lenders continue to be active in the
40
30
highly leveraged space. In addition, deteriorating and volatile equity markets are reducing
market enterprise valuations that in turn, weigh down recovery prospects, particularly for junior
lenders. Second lien loan energy volumes have dried up in the face of a lower-for-longer oil
price environment.
Fitch anticipates most proceeds of second lien loans will continue to be used for leveraged
or secondary buyouts and sponsor dividend payments. The financing for the buyout of ADT
Corp. by certain Apollo Funds announced in February 2016 includes a $3.14 billion second lien
tranche that is structured as a bond rather than a note. The buyout includes a relatively large
equity investment from the sponsors. In addition, some new issues may result from bankruptcy
exits for companies that emerge from Chapter 11.
Sectoral issuance volumes were fragmented in 2015, with Services & Miscellaneous leading at
16% and Real Estate trailing at 0.1%. Similarly, no single industry is expected to dominate the
second lien term loan market in 2016. This contrasts with the second lien bond market, in which
the stressed Energy and Metals & Mining sectors accounted for 53% and 13% of the total 2015
issuance, respectively. Fitch believes commodity-sensitive sectors will continue to account for a
material share of new bond issuances, especially via up-tier exchanges.
Loan volumes exclude unitranche structures in which a first lien lender carves out a second-
out loan based on a first-out/second-out agreement between the two lenders. The borrower
maintains only a single credit agreement with the first lien lender. These second-out facilities
create, for practical purposes, a second-lien position, but activity in this market is opaque.
For more info on the second lien loan market, please see Second-Lien Debt (Energy and
Exchanges Driving Second-Lien Bond Issuance).
●● A debt service default, otherwise known as a payment default, is a type of default occurs
when a borrower has failed to make a scheduled principal or interest payment.
●● A technical default occurs when a borrower violates a covenant outlined in the debt contract.
Default Remedies
A default does not automatically force an issuer into a bankruptcy filing. While bankruptcy is an
option, in many instances, a default is accompanied by a grace period that affords an issuer
anywhere from three to 60 days — depending on the type of default and covenant structure — to
remedy the situation before the debtholder can force the issuer into bankruptcy. Alternatives to
bankruptcy can include a debt restructuring or an amendment to the debt contract.
Debt restructuring is more prevalent for high-yield bond issuers. Instead, leveraged loan lenders
are sometimes willing to agree to an amendment granting additional fees, wider pricing or
tighter covenants.
●● Chapter 7 applies when the company is seeking a winding up or dissolution of its business.
As soon as a Chapter 7 petition is filed, the legal title of the estate is automatically transferred
to a Chapter 7 trustee appointed on day one of the filing.
●● In contrast, under a Chapter 11 filing, the company continues to make decisions on behalf
of the estate as a debtor-in-possession (DIP). Chapter 11 bankruptcies can end up being
confirmed either via a plan of reorganization or a plan of liquidation if the latter maximizes
recoveries for all creditors.
Emergence as a restructured Sale of all assets under Section 363 to Going out of business liquidation under Chapter 11
independent going concern a third party as a going concern (debtor controls process)
Claim Types
A summary overview of the different types of claims that generally arise during a bankruptcy
process is schematically presented in the chart below.
Liability:
aRefers to secured funding provided to the company as debtor-in-possession (DIP) by lenders subject to court approval. This debt may be secured by unencumbered
assets or by a junior lien on already encumbered assets under section 364(c). If the company is still unable to obtain credit, only then will the court permit "DIP
Financings" that are secured by a senior ("Priming") or equal ("pari passu") lien on already encumbered assets under section 364(d). Such DIP financings that supercede
existing liens require that existing/pre-petition secured creditor be adequately protected. bRefers to post-filing unsecured funding (trade payables) provided to the
company by vendors and is entitled to treatment as an administrative expense (§ 364[a] and § 364[b]). If the company is unable to obtain funding based on administrative
claim status, the court may approve it as a super-priority unsecured claim with priority over other adminstrative expense claims (§ 364[c]). BK – Bankruptcy.
OPEB – Other post-employment benefits.
Source: Fitch Ratings.
2007–2015
The U.S. institutional leveraged loan default rate has averaged 2.8% for the nine-year period
from 2007 to 2015. Leveraged loan defaults have remained low in the years since the financial
crisis, and the annual default rate has ended below the nine-year average of 2.8% in five of the
six years since 2009. The annual leveraged loan default rate only rose above 2.8% in 2014,
when Energy Future Holdings Corp. (EFH) filed for bankruptcy and added over $19 billion to the
default volume. As expected, the majority of the leveraged loan default activity is concentrated
in 2008–2009. The default environment peaked in 2009, when the institutional leveraged loan
default rate reached 10.5%.
Source: Fitch U.S. Leveraged Loan Default Index, Source: Fitch U.S. Leveraged Loan Default Index,
Thomson Reuters LPC, Bloomberg. Thomson Reuters LPC, Bloomberg.
Most of the defaults in our nine-year default history come from companies in cyclical sectors
that experienced severe downturns in their cash flows during the 2008–2009 financial crisis
and subsequent recession. In many cases, an overleveraged capital structure, likely issued
in the credit boom of 2006–2007 to fund a buyout or acquisition, compounded the challenges
caused by a weak operating environment. Many of these companies were then unable to reach
consensus with creditors on amend-and-extend transactions or below-par debt exchanges due
to deteriorated EBITDAs and the credit crunch that followed the financial crisis.
In other cases, such as for companies in the Broadcasting & Media industry, more permanent
secular declines in businesses — including yellow pages, newspapers, commercial printers
and some technology companies — led to bankruptcy filings. Other defaults were made
by highly leveraged companies that were confronted by individual liquidity or business
challenges that could not be overcome out of court. Drivers included flawed business
models, production problems, accounting issues, higher raw material costs, lack of funding
market access and steep declines in demand for key products due to cyclical downturns
or competition.
Overall Defaults
The current default rate environment remains generally benign for leveraged loans.
The institutional leveraged loan default rate ended February 2016 at 1.6%, significantly below
the 2009 high of 10.5% and still below the 2007–2015 average of 2.8%. We believe leveraged
credit fundamentals will remain largely unchanged from what is currently reflected in our ratings
and default expectations. While leveraged loan defaults are forecast to rise, pockets of risk
remain mostly isolated to the Energy and Metals/Mining sectors.
Sector Fundamentals
Despite commodity prices hovering near recent historical lows, industry fundamentals are broadly
stable across the corporate universe, with 26 of 34 sectors assigned a Stable Outlook in Fitch’s 2016
U.S. Corporate Outlook. Four of the six negative sector outlooks are in commodities-related areas
(Oil & Gas, Midstream Services, Oilfield Services and Mining). Other sectors on negative outlook
include Alcoholic Beverages and Pharmaceuticals. However, these sectors are largely composed of
investment-grade issuers and do not pose a systemic risk to the leveraged loan market.
250
200
150
100
50
0
2016 2017 2018 2019 2020 2021 2022 and
Beyond
Source: Fitch U.S. Leveraged Loan Default Index, Thomson Reuters LPC, Bloomberg.
Debtor-in-Possession
The U.S. Chapter 11 framework is DIP. This essentially means the debtor’s management can
stay in place and operate its business in an ordinary manner while it seeks protection from
creditors and takes steps to reorganize under the supervision of specialized bankruptcy courts.
These protections include the application of an automatic stay immediately upon filing, which
restricts creditors from beginning or continuing actions to collect on most claims, and allows
access to new funding, typically in the form of super-senior DIP financing. Chapter 11 therefore
Chapter 11 Chapter 7
DIP – Debtor-in-possession.
Source: Fitch Ratings.
Absolute Priority
Under Chapter 11 bankruptcy code, the absolute priority rule establishes the order in which
creditors get paid. Relative seniority is key for recovery performance, as debtholders get paid
before equityholders, and secured debtholders get paid before unsecured debtholders. The one
exception is unsecured administrative claims, which must be paid in full before secured claims
for a Chapter 11 plan of reorganization (or plan of liquidation) to be confirmed. The graphic below
outlines the priority schedule for different types of claims.
Enterprise Valuation
The fundamental estimates of reorganization enterprise value (EV) are critical to the bankruptcy
reorganization process. The fundamental EV, or negotiated settlement value, determines the
amount of value, if any, to be distributed to each class of creditors. Fundamental EV estimates
are typically completed by third-party advisors on both a going-concern reorganization basis and a
liquidation-alternative basis for the disclosure statements used in the bankruptcy plans. The most
common going-concern valuation methods applied by third-party financial advisors are discounted
cash flow approaches, comparable company peer analyses and precedent transaction analyses.
Valuations are more often based on higher EBITDA projections for the company post emergence
than historical EBITDA levels prior to the bankruptcy filing. Higher cash flows post emergence
can be due to expectations of cyclical recoveries or cash flow benefits from shedding legacy
liabilities — including union liabilities, lawsuits, rejection of unprofitable leases or achieving other
improvements in cost structure — during the reorganization process.
However, lower EBITDA after emergence can also be projected by companies that expect to
remain mired in deep cyclical downturns or face the secular decline of their products or services,
even after reorganization. Lower EBITDA forecasts can also be a function of shrinking the
company during the bankruptcy process through asset sales or company split-ups.
Courts deal with valuation on a case-by-case basis, and it is often a negotiated value determined
through a settlement among the various classes of claimants.
Creditor Negotiations
Senior and junior creditors often have opposing views on valuation. Impaired senior creditors —
whose claims are not fully repaid in cash or through reinstatement (including principal and interest),
and who wish to get most of a reorganizing company’s new equity instead — have an incentive
to support a lower EV. This enables the senior creditors to prevent junior creditors or old common
shareholders from getting any or a greater share of the new equity. Conversely, junior creditors
and old common shareholders have a motive to value the reorganizing company at a higher EV to
assume a controlling or material ownership interest in the newly reorganized company.
Because Chapter 11 entitles junior investors to insist on an appraisal of the debtor, the outcome
of which is uncertain and can rapidly change, impaired senior lenders often agree to make
distributions to junior creditors to lock in a “yes” vote on acceptance of a plan of reorganization.
Fitch refers to these types of negotiated payments as concession payments. Concession
payments highlight the complexity of the bankruptcy valuation negotiation process, where
disparate creditor motivations may result in deviations from the rule of absolute priority.
In some cases, pre-petition lenders can convert all or a portion of their pre-petition claims into a DIP
facility. This is referred to as a roll-up DIP. This gives the debtor new liquidity during bankruptcy and
enables the pre-petition creditor to elevate its pre-petition claim to administrative priority status.
For more information on DIP financing, please refer to our Leveraged Loan Reference Data section.
Recovery Ratings
For issuers with IDRs at ‘B+’ and below, Fitch performs a bespoke recovery analysis. Fitch completes
a company valuation in a distressed scenario under both a GC and liquidation approach. GC
means emergence from bankruptcy and continuing to stay in business, and liquidation approach
means ceasing all operations, such as a retailer going out of business and having an inventory
liquidation sale. The higher of the two resulting values is then allocated to creditors according to
their relative seniority. This is consistent with the best interest test applied in Chapter 11 plans.
About 80% of the time, Fitch’s valuation is higher under the GC method, which is about the same
share of GC outcomes for large company cases Fitch has analyzed in its bankruptcy case study
enterprise valuation and creditor recovery report series.
Fitch also makes an assumption that a certain percentage — usually 5% — of the remaining
value will be allocated from a more senior creditor to a more junior creditor. This is a result of
consensual settlements assumed to happen during the bankruptcy process to incent the junior
creditors to vote to accept the proposed plan of reorganization and allow the company to emerge
from bankruptcy more quickly.
Assumed
Going Concern EBITDA Book Value of Assets
x x
Reorganization Multiple Advance Rate%
= =
Enterprise Valuation (EV) Liquidation Value (LV)
Higher of LV and EV
Outputs:
Administrative
Expense Priority/Administrative Claims
Assumption (%)
RR Unsecured
Sr. Unsecured Claims
Old Equity
A schematic of the process is shown above. Each debt issue in the capital structure is assigned
an RR based on its expected recovery rate range — distributions as a percentage of the claim
amount. Fitch’s six-category RR scale is shown in the table below.
The median corporate reorganization multiple was 5.98x for 155 companies across sectors, for
which bankruptcy exit multiples could be estimated. The distribution of multiples are illustrated in
the chart below, which provides further support to the 6.0x median multiple employed in Fitch’s
recovery methodology.
70
60
50
40
30
20
10
0
<= 3.0x 3.1x–5.0x 5.1x–7.0x 7.1x–9.0x 9.1x–11.0x > 11.0x
EV – Enterprise value.
Source: Fitch bankruptcy database, company filings.
Claim Claim
Seniority Type Description
DIP $185 Million Vista DIP Facility • The DIP was unsecured, subordinated and had administrative priority (except holders would receive
$0 distributions if OpCo prepetition lenders were not paid in full). SCI OpCo Lenders were not paid in full.
• The lender was a nondebtor affiliate of SCI.
• The DIP terms required an affiliate SCI, Vista Holdings, to maintain cash and equivalents of at least $100 million.
• Repayment of the DIP was subordinate to SCI’s OpCo prepetition bank facility lender claims.
• The DIP facility claims held by Vista and Past Enterprises (amounts not disclosed) received no distributions
under the plan and were extinguished. There was $172.9 million outstanding under the DIP as of May 31, 2010.
DIP Past Enterprises DIP Facility • The Past Enterprises loan was unsecured and had administrative priority (except claims would receive
$0 distributions if OpCo prepetition lenders were not paid in full).
• Repayment was subordinate to full repayment of the SCI prepetition OpCo credit agreement claims. The Past
Enterprises facility lender was an affiliate of SCI.
• The DIP facility claims of Vista and Past Enterprises received no distribution and were extinguished.
• There was $154 million borrowed under the facility and $84 million cash held at the Past Enterprises affiliate as
of May 31, 2010.
Secured SCI OpCo Bank Facility • There were petition date borrowings and interest of approximately $884 million under the $900 million revolver
and term loan facility, including $10 million letters of credit.
• Secured by a first-priority interest in properties owned by certain subsidiary guarantors.
• The OpCo lenders supported a $772 million stalking-horse bid for the OpCo assets by Fertitta Gaming,
Colony Capital and the PropCo lenders.
Secured PropCo CMBS Mortgage Loans • The $1,801 million claim represents outstanding principal amount and was assumed on the effective date.
• Secured by four casino properties: Palace Station Hotel & Casino, Boulder Station Hotel & Casino, Sunset
Station Hotel & Casino, Red Rock Casino Resort Spa and certain related assets.
• The mortgage lenders took ownership of the PropCo assets and sold 50% of the equity to a newly formed entity
owned by the Fertitta family for $85.6 million.
Secured PropCo CMBS Mezzco Loans • The $676 million claim represents the collective principal amount of the four PropCo CMBS Mezzco loans.
(Loans I–IV) • The various loans to the Mezzco borrowers were secured by a pledge of equity interests of the owners.
Secured Land Loan • Holders of the loan received rights to purchase 60% of Landco’s equity for nominal value in addition to the
$105 million new note.
Unsecured SCI 6% and 7.75%
Senior Unsecured Notes • Consisted of $450 million 6% due 2014 and $400 million 7.75% notes due 2016.
Unsecured PropCo General Unsecured Swap • PropCo general unsecured swap claim received $7.9 million cash from the mortgage lenders in a
Claim concession payment.
Subordinated SCI Senior Subordinated Notes • Consisted of $450 million 6.5% notes due 2014, $700 million 6.875% notes due 2016, and $300 million 6.625%
notes due 2018.
• Received no recovery under the plan.
Intercompany Intercompany Claims • Intercompany claims were extinguished with no recovery. PropCo intercompany claims were $8.8 million, and
there were also various Mezzco intercompany claims of approximately $5.9 million each.
Equity Equity Claims • Received no recovery.
RR – Recovery Rating. DIP – Debtor in possession. N.D. – Not disclosed. Continued on next page.
Source: Company disclosure statement for first amended joint plan of reorganization dated July 28, 2010, unless otherwise noted.
Forecast Delta Default +30-Day Issue Price Implied RR Versus Fitch RR Estimate
(All Seniorities)
120
100
80
60
40
20
0
Zero Error One Notch Two Notches Three Notches Four Notches or More
RR – Recovery Rating. Note: U.S. corporate public Issuer Default Ratings of B+ and lower only.
Source: Fitch Ratings.
(% of Issues)
80
60
40
20
0
RR1 RR2 RR3 RR4 RR5 RR6
RR – Recovery Rating. Note: U.S. corporate public Issuer Default Ratings and Credit Opinions of 'B+' and lower only.
Source: Fitch Ratings.
First Lien Loans and Bonds RR Distribution by First Lien Leverage Ratio
RR1 RR2 RR3 RR4 RR5 RR6
(%)
100
80
60
40
20
0
<3 ≥ 3–< 5 ≥ 5–< 7 ≥7
RR – Recovery Rating.
Source: Company reports for public ratings and Credit Opinions, Fitch Ratings.
First lien debt issue recoveries are somewhat more insulated from decreases in EV due to
the protection of having a more senior position in the distribution waterfall. Exceptions include
cases when all debt in the capital structure is equally secured with a first lien, there is more
than one type of first lien issue (each with a different collateral package) or the issuer is grossly
overleveraged, so recoveries are sensitive to declines in EV.
30
25
20
15
10
35
30
25
20
15
10
CLO Types
There are two main types of CLOs:
●● Arbitrage CLOs are created in an attempt to capture the excess spread between higher
yielding assets and lower yielding liabilities. Because the equity tranche receives all residual
cash flows, all excess interest earned by the collateral is paid to the equity tranche holders.
●● Balance sheet CLOs are used by issuers as a financing vehicle to obtain additional capital,
which is secured by the assets on its balance sheet. Typically the issuer retains the equity
in the transaction and the special purpose vehicle is consolidated onto the balance sheet.
Arranger
aAssetmanager typically contributes a portion of equity. P&I – Principal and interest. C/e – Credit enhancement (based on subordination). NR – Not rated.
Source: Fitch Ratings.
Class B Interest
If any senior coverage tests are failing,
pay principal on the senior notes until the Senior Coverage Testsb
Senior Coverage Tests
applicable test is cured or until the class is
paid in full.
aTransaction waterfalls can and do vary from deal to deal. These waterfalls are displayed for indicative purposes only. bCertain coverage tests may only be applicable in
the principal waterfall during the reinvestment period or may not be included in the principal waterfall at all. cNonsenior coverage tests will usually include provisions for
the payment of unpaid mezzanine/subordinate tranche interest amounts, in addition to payment of principal. Note: Coverage tests — overcollateralization (OC) and
interest coverage (IC) tests.
Source: Fitch Ratings.
CLO Managers
With the increased demand and issuance of CLOs in recent years, new entrants to the market
took advantage of favorable conditions and entered a space historically dominated by large
institutional firms. As expected, the profile of newer entrants in terms of size is quite different
than the frontier CLO 2.0 issuers of 2010 and 2011. Average firm assets under management of
later entrants are significantly less than early issuers.
Investors
The CLO investor base expanded over the past several years as the asset class became more
attractive in a world of unappealing unlevered credit yields in other products. The ‘AAA’ investor
base, in particular, continues to broaden and now includes regional U.S. banks to go along with
the U.S. investment banks, Asian banks, insurance companies and pension funds. Prior to 2012,
it was common for an anchor investor to take down the entire ‘AAA’ tranche. The broadening of
the investor base has allowed the senior most tranches to be divided among several investors.
Eighteen U.S. CLOs issued $7.4 billion in the first quarter of 2016, down significantly from fourth-
quarter 2015 issuance of $18.5 billion via 38 CLOs. New issue-stated spreads on senior notes
averaged 170 bps over LIBOR during the quarter, wide of the fourth-quarter 2015 average of
153 bps. The month of March claimed the highest volume of issuance as 12 deals priced totaling
$4.85 billion.
80
60
40
20
0
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
180
160
140
120
100
80
60
40
20
0
1Q15 2Q15 3Q15 4Q15 1Q16
Default Exposure
The number of CLOs with exposure to defaults increased to 159 ($787 million) at first-quarter 2016
from 97 ($392 million) at fourth-quarter 2015. About $586 million of the $787 million total defaulted
notional amount comes from issuers in the Energy (Oil & Gas) and Metals/Mining sectors.
Approximately 70% of the 233 deals in Fitch’s U.S. CLO Index had exposure to at least one
defaulted issuer, with 16%, or 37 CLOs, exposed to at least three defaulted issuers. Across all
159 exposed CLOs, maximum exposure was seven defaulted issuers, with an average of two.
Average exposure was 0.95%.
The largest default exposures were Murray Energy Corporation at $197 million in 52 CLOs,
Southcross Holdings LP at $97 million in 60 CLOs, RCS Capital Corporation at $83 million in 31
CLOs, Essar Steel Algoma Inc. at $77 million in 26 CLOs, Aspect Software Group Holdings Ltd.
at $71 million in 21 CLOs, Noranda Aluminum Holding Corporation at $67 million in 20 CLOs and
Paragon Offshore plc at $64 million in 34 CLOs.
For more information on equity treatment in CLOs please see the special report, Equity in US
Leveraged Loan Restructuring Dents US CLO Metrics.
600
400
200
0
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
400
300
200
100
0
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Source: Thomson Reuters LPC.
400
300
200
100
0
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Source: Thomson Reuters LPC.
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 51
June 6, 2016
Leveraged Loan Data
300
250
200
150
100
50
0
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
25
20
15
10
0
2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
ABL Issuance
($ Bil.)
120
Statistics:
High: $101 Bil. (2011)
100 Low: $42 Bil. (2008)
Avg.: $71 Bil.
80
60
40
20
0
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
ABL – Asset-based loan.
Source: Thomson Reuters LPC.
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 52
June 6, 2016
Leveraged Loan Data
200
150
100
50
0
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Note: Large Middle Market defined as deal sizes of $100 Mil.–$500 Mil. Traditional Middle Market defined as deal sizes
less than $100 Mil.
Source: Thomson Reuters LPC.
50
40
30
20
10
0
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
16
Statistics:
14 High: $14.2 Bil. (2009)
Low: $1.3 Bil. (2007)
12 Avg.: $6.3 Bil.
10
0
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
DIP – Debtor in possession.
Source: Thomson Reuters LPC.
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 53
June 6, 2016
Leveraged Loan Data
80
60
40
20
0
2011 2012 2013 2014 2015
200
150
100
50
0
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Source: Thomson Reuters LPC.
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 54
June 6, 2016
Leveraged Loan Data
250 500
200 400
150 300
100 200
50 100
0 0
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
80
Statistics:
70 High: $69 Bil. (2006)
Low: $7 Bil. (2009)
60 Avg.: $29 Bil.
50
40
30
20
10
0
2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
70
60
50
40
30
20
10
0
2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 55
June 6, 2016
Leveraged Loan Data
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 56
June 6, 2016
Leveraged Loan Data
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 57
June 6, 2016
Leveraged Loan Data
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 58
June 6, 2016
Leveraged Loan Data
Issuance by Industry
10
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 59
June 6, 2016
Leveraged Loan Data
50 50
20
40 40
15
30 30
10
20 20
5 10
10
0 0 0
30
25
20
15
10
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 60
June 6, 2016
Leveraged Loan Data
Canadian Loan Issuance by Industry
2013 2014 2015
(%) (%) (%)
40 45 60
35 40
50
30 35
30 40
25
25
20 30
20
15
15 20
10 10
10
5 5
0 0 0
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 61
June 6, 2016
Leveraged Loan Data
Issuance by Purpose
Leveraged Loan Use of Proceeds
2007 2014 2015
Dividend Dividend
Refinancing 2% 2%
GCP GCP
44% 32% M&A M&A
23% GCP
17% 30%
18%
M&A
Dividend 22% Refinancing Refinancing
3% 57% 50%
GCP – General corporate purposes. Note: May not add due to rounding.
Source: Thomson Reuters LPC.
100 15
10
50
5
0 0
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
700 60
600
50
500
40
400
30
300
20
200
100 10
0 0
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Source: Thomson Reuters LPC.
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 62
June 6, 2016
Leveraged Loan Data
250 30
25
200
20
150
15
100
10
50 5
0 0
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
8.0
50
7.0
40 6.0
5.0
30
4.0
20 3.0
2.0
10
1.0
0 0.0
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
LBO Dividend
16% Recap.
11%
GCP
25% Debt
Repay. LBO
4% 20%
GCP – General corporate purposes. SBO – Shareholder buyout. Note: May not add due to rounding.
Source: Thomson Reuters LPC.
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 63
June 6, 2016
Leveraged Loan Data
80
60
40
20
0
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
ABL – Asset-based loan. GCP – General corporate purposes. DIP – Debtor in possession.
Source: Thomson Reuters LPC.
200
150
100
50
0
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 64
June 6, 2016
Leveraged Loan Data
Pricing
400
200
0
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
12
10
0
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
600
500
400
300
Statistics:
High (BB): 394 bps (2009)
200 Low (BB): 141 bps (2007)
Avg. (BB): 272 bps
100 High (B): 484 bps (2012)
Low (B): 200 bps (2007)
Avg. (B): 353 bps
0
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Note: No pro rata ‘B’ data points from 2008 to 2009 available.
Source: Thomson Reuters LPC.
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 65
June 6, 2016
Leveraged Loan Data
450
400
350
300
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Source: Thomson Reuters LPC, Fitch Ratings.
1,200
Statistics (Second Lien):
1,000 High: 1,022 bps (2011)
Low: 577 bps (2007)
Avg.: 756 bps
800
600
400
200
0
2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
aNodata points to record from first-quarter 2008 to fourth-quarter 2010. bNo data points to record from fourth-quarter
2007 to fourth-quarter 2010.
Source: Thomson Reuters LPC.
ABL Pricing
(bps)
450
Statistics:
High: 432 bps (1Q09)
400 Low: 162 bps (2Q07)
Avg: 236 bps
350
300
250
200
150
1Q05 4Q05 3Q06 2Q07 1Q08 4Q08 3Q09 2Q10 1Q11 4Q11 3Q12 2Q13 1Q14 4Q14 3Q15
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 66
June 6, 2016
Leveraged Loan Data
400
300
200
100
0
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Note: Data not avaliable for average first lien spreads prior to 2002.
Source: Thomson Reuters LPC.
10
0
2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
500
400
300
200
100
0
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 67
June 6, 2016
Leveraged Loan Data
Maturities
250
200
150
100
50
0
2016 2017 2018 2019 2020 2021 2022 and
Beyond
Source: Fitch U.S. Leveraged Loan Default Index, Thomson Reuters LPC, Bloomberg.
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 68
June 6, 2016
Leveraged Loan Data
80
70
60
50
40
30
20
10
0
2016 2017 2018 2019 2020
ABL – Asset-based loan.
Source: Thomson Reuters LPC.
50
40
30
20
10
0
2016 2017 2018 2019 2020 2021 2022
Note: Includes both sponsor and nonsponsor maturities.
Source: Thomson Reuters LPC.
2015
2014
2013
2012
2011
2010
2009
2008
2007
2006
2005
2004
0 2 4 6 8 10 12 14 16 18
(Months)
DIP – Debtor in possession.
Source: Thomson Reuters LPC.
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 69
June 6, 2016
Leveraged Loan Data
Secondary Bids
100
90
80
Statistics:
High (Overall): 99.34 (July 2014)
70 Low (Overall): 60.19 (December 2008)
Avg. (Overall): 93.60
High (SMi 100): 100.78 (March 2006)
60 Low (SMi 100): 62.78 (December 2008)
Avg. (SMi 100): 95.30
50
2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014
110
100
90
80
70
Statistics (Cov-Lite):
High: 101.0 (February 2007)
60 Low: 57.7 (December 2008)
Avg: 92.42
50
2007 2008 2009 2010 2011 2012 2013 2014 2015
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 70
June 6, 2016
Leveraged Loan Data
100
90
80
70
Statistics (MM):
60 High: 99.7 (June 2007)
Low: 71.0 (March 2009)
Avg.: 92.6
50
2007 2008 2009 2010 2011 2012 2013 2014 2015
700
Statistics:
High: $628 Bil. (2014)
600
Low: $102 Bil. (2000)
Avg.: $347 Bil.
500
400
300
200
100
0
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Source: LSTA, 2000–2005 trading volumes sourced from Thomson Reuters LPC.
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 71
June 6, 2016
Leveraged Loan Data
Retail Funds
20
10
(10)
(20)
(30)
2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Note: Assets under management include both exchange-traded funds (ETFs) and managed funds.
Source: Lipper FMI.
0.0
(1.0)
(2.0)
(3.0)
(4.0)
Statistics:
(5.0) High: $0.5 Bil. (May)
Low: ($5.9) Bil. (December)
(6.0) Avg: ($1.8) Bil.
(7.0)
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 72
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Leveraged Loan Data
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 73
June 6, 2016
Leveraged Loan Data
Default Rates
0
2007 2008 2009 2010 2011 2012 2013 2014 2015
Source: Fitch U.S. Leveraged Loan Default Index, Thomson Reuters LPC, Bloomberg.
14
12
10
0
2007 2008 2009 2010 2011 2012 2013 2014 2015
30
25
20
15
10
0
2007 2008 2009 2010 2011 2012 2013 2014
Source: Fitch U.S. Leveraged Loan Default Index, Thomson Reuters LPC, Bloomberg.
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 74
June 6, 2016
Leveraged Loan Data
Source: Fitch U.S. Leveraged Loan Default Index, Thomson Reuters LPC, Bloomberg.
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 75
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Leveraged Loan Data
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 76
June 6, 2016
Leveraged Loan Data
Post-Default Prices
Observations ($ Bil.)
2007 0.8 0.4 0.8 — — 0.8 —
2008 16.7 1.5 14.4 2.3 0.9 10.5 6.2
2009 48.1 2.3 44.7 3.4 4.1 29.4 18.6
2010 7.3 1.8 4.8 2.5 — 1.6 5.7
2011 1.0 0.4 0.4 0.6 — 0.2 0.7
2012 9.3 0.9 6.9 2.3 2.9 2.1 7.2
2013 9.1 0.2 8.9 0.2 1.7 5.2 4.0
2014 24.0 2.3 22.6 1.4 — 21.7 2.3
2015 9.8 2.2 8.0 1.8 4.3 6.2 3.6
2007–2015 126.1 11.8 111.7 14.5 13.8 77.7 48.4
a
Par weighted and based on market prices post default. The date above is specific to defaulted loans with price data. BSL – Broadly syndicated loans.
LMM – Large middle market.
Source: Fitch U.S. Leveraged Loan Default Index, Thomson Reuters LPC.
2015
Retail — 99.5 — — — — — —
Gaming, Lodging & Restaurants 90.5 — 90.5 — — 90.5 — 1.7
Services & Miscellaneous 96.8 — 97.5 95.3 — 96.4 97.5 0.8
Healthcare & Pharmaceutical 44.9 — 44.9 — 41.7 — 44.9 2.1
Metals & Mining 44.2 — 47.1 35.0 53.9 43.2 54.5 2.4
Consumer Products 38.0 — — 38.0 — — 38.0 0.2
Energy 16.0 48.2 14.5 19.8 13.2 13.2 22.0 2.4
Computers & Electronics — 30.8 — — — — — —
Broadcasting & Media — 5.0 — — — — — —
Par weighted and based on market prices post default. BSL ‒ Broadly syndicated loans. LMM ‒ Large middle market.
a
Source: Fitch U.S. Leveraged Loan Default Index, Thomson Reuters LPC, Bloomberg.
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 77
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Leveraged Loan Data
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 78
June 6, 2016
Leveraged Loan Data
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 79
June 6, 2016
Leveraged Loan Data
(% of Par) 40
Default Weighted Straight 35
Year Avg. Avg. Median Tranches
30
2007 — — — 0
2008 37.6 37.6 37.6 1 25
2009 42.0 33.5 34.2 8 20
2010 — — — 0 15
2011 — — — 0
2012 59.0 60.4 57.8 5 10
2013 54.1 58.8 39.1 5 5
2014 — — — 0 0
2015 32.9 33.0 30.7 6
2007–2015 44.0 44.0 39.1 25
Source: Fitch U.S. Leveraged Loan Default Index,
Thomson Reuters LPC.
Source: Fitch U.S. Leveraged Loan Default Index.
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 80
June 6, 2016
Leveraged Loan Data
Emergence Prices
Observations ($ Bil.)
2007 0.8 0.4 0.8 — — 0.8 —
2008 13.5 1.0 12.4 1.1 0.9 10.1 3.4
2009 38.8 1.2 36.1 2.8 3.2 26.9 11.9
2010 3.0 1.1 1.9 1.1 — 0.8 2.2
2011 0.3 0.0 — 0.3 — 0.2 0.1
2012 2.1 — 1.9 0.2 1.3 1.5 0.6
2013 8.0 — 7.9 0.1 1.5 5.2 2.8
2014 2.7 1.9 2.1 0.6 — 1.0 1.7
2015 2.5 — 2.0 0.5 1.8 0.5 2.0
2007–2015 71.8 5.5 65.1 6.7 8.7 46.9 24.9
a
Par weighted and based on market prices at emergence. The data above is specific to issuers that have emerged from
bankruptcy with loan-price data BSL – Broadly syndicated loans. LMM – Large middle market.
Source: Fitch U.S. Leveraged Loan Default Index, Thomson Reuters LPC.
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Leveraged Loan Data
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 82
June 6, 2016
Leveraged Loan Data
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 83
June 6, 2016
Leveraged Loan Data
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 84
June 6, 2016
Leveraged Loan Data
Private Equity and Leveraged Buyout
Private Equity Investments and Exits
No. of Closed Deals No. of Exits
(No.)
4,500
4,000
3,500
3,000
2,500
2,000
1,500
1,000
500
0
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
80
60
40
20
0
2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
0
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Source: Pitchbook Data, Inc.
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 85
June 6, 2016
Leveraged Loan Data
12
10
0
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012
Source: Preqin.
Source: Preqin.
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 86
June 6, 2016
Leveraged Loan Data
TPG Capital
Energy Future Holdings Corp. 2007 43,218 7.9 Bankrupt
Caesars Entertainment (f/k/a Harrah’s Entertainment Inc.) 2006 27,160 11.6 Bankrupt
Alltel Corp. 2007 27,149 10.8 Exited
Freescale Semiconductor Inc. 2006 16,222 11.2 Exiting
Univision Communications Inc. 2006 12,606 19.5 Current
Biomet Inc. 2006 11,427 16.2 Exited
SunGard Data Systems Inc. 2005 10,592 10.1 Current
Avaya Inc. 2007 7,044 10.8 Current
N.A. – Not available. Continued on next page
Source: Bloomberg, Fitch Ratings.
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 87
June 6, 2016
Leveraged Loan Data
Bain Capital
HCA Inc. 2006 32,193 8.3 Exited
iHeart Media Inc. (f/k/a Clear Channel Communications Inc.) 2008 25,455 N.A. Current
SunGard Data Systems Inc. 2005 10,592 10.1 Current
NXP BV 2006 9,473 N.A. Exited
HD Supply Inc. 2007 8,500 N.A. Exited
Toys ‘R’ Us Inc. 2005 7,544 11.4 Current
BMC Software 2013 6,900 8.2 Current
Michaels Stores Inc. 2006 5,523 11.7 Exited
The Weather Channel LLC 2008 3,500 N.A. Current
Bloomin’ Brands, Inc. (f/k/a OSI Restaurant Partners LLC) 2006 3,259 9.8 Exited
Nets Holding A/S 2014 3,140 12.4 Current
Warner Chilcott PLC 2004 2,927 N.A. Exited
WorldPay Ltd. 2010 2,710 N.A. Current
Warner Music Group Corp. 2003 2,600 N.A. Exited
Dunkin’ Brands Inc. 2005 2,425 N.A. Exited
GS Capital Partners
Energy Future Holdings Corp. 2007 43,218 7.9 Bankrupt
Kinder Morgan Kansas Inc. 2006 27,450 27.4 Exited
Alltel Corp. 2007 27,149 10.8 Exited
Biomet Inc. 2006 11,427 16.2 Exited
SunGard Data Systems Inc. 2005 10,592 10.1 Current
Capmark Financial Group Inc. 2005 8,800 N.A. Current
ARAMARK Corp. 2006 7,999 8.6 Exited
Hawker Beechcraft Corp. 2006 3,300 N.A. Current
Education Management Corp. 2006 3,124 N.A. Current
TransUnion Corp. 2012 3,000 8.9 Current
Adesa Inc. 2006 2,676 9.7 Exited
CCS Corp. 2007 2,556 9.6 Exited
Alliance Atlantis Communications Inc. 2007 2,145 4.4 Exited
HealthMarkets Inc. 2005 1,713 N.A. Current
Michael Foods Inc. 2010 1,700 N.A. Exited
N.A. – Not available.
Source: Bloomberg, Fitch Ratings.
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 88
June 6, 2016
Leveraged Loan Data
Annual LBO Loan Issuance
($ Bil.)
250
Statistics:
High: $207 Bil. (2007)
200 Low: $7 Bil. (2009)
Avg.: $62 Bil.
150
100
50
0
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 89
June 6, 2016
Leveraged Loan Data
10
0
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
40
30
20
10
0
2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 90
June 6, 2016
Leveraged Loan Data
10/02/06 Harrah’s Entertainment, Inc. Apollo/TPG 31,200 11.6 Gaming, Lodging & Leisure
10/19/88 RJR Nabisco Inc. KKR 30,062 N.A. Food, Beverage & Tobacco
07/03/07 Hilton Worldwide Inc. BX 26,000 15.3 Gaming, Lodging & Leisure
11/16/06 Clear Channel Communications Inc. Bain/THO 25,455 N.A. Media & Entertainment
09/27/13 Dell Inc. Michael Dell/Silver Lake Management LLC 24,900 6.9 Technology
03/09/07 Alliance Boots Holdings Ltd. KKR 23,351 30.8 Healthcare & Pharma
06/07/13 H.J. Heinz Company 3G Capital/Bershire Hathaway Inc. 23,200 11.4 Food, Beverage & Tobacco
12/20/07 Tribune Co. Sam Zell 13,400 11.1 Media & Entertainment
09/15/06 Freescale Semiconductor Inc. Firestone Holdings LLC 17,600 11.2 Technology
06/27/06 Univision Communications Inc. MDP/Providence/Saban/TPG/THO 12,606 19.5 Media & Entertainment
03/28/05 SunGard Data Systems Inc. Bain/BX/GS/KKR/Providence/Silver Lake/TPG 11,700 9.8 Technology
08/03/05 Capmark Financial Group Inc. Five Mile/GSCP/KKR 8,800 N.A. Diversified Services
05/01/06 ARAMARK Corp. GSCP/JPM/THO/Warburg Pincus 8,300 8.6 Food, Beverage & Tobacco
KKR – Kohlberg Kravis Roberts. TPG – TPG Capital. GSCP – Goldman Sachs Capital Partners. BX – Blackstone Group LP. Bain – Bain Capital LLC. ML – Merrill Lynch.
Apollo – Apollo Global Management. THO – Thomas H. Lee. AIG – American International Group. Carlyle – The Carlyle Group LP. Riverstone – Riverstone Holdings
LLC. Lehman – Lehman Brothers. Cerberus – Cerberus Capital Management. MDP – Madison Dearborn Partners LLC. Providence – Providence Equity Partners Inc.
Saban – Saban Capital Group. AlpInvest – AlpInvest Partners BV. HF – Hellman & Freidman LLC. GS – Goldman Sachs. Five Mile – Five Mile Capital Partners LLC.
CDR – Clayton, Dubilier, & Rice. JPM – JPMorgan. Vornado – Vornado Realty Trust. Crestview – Crestview Partners LP. ITOCHU – ITOCHU Corp. N.A. – Not available.
Source: Bloomberg, Fitch Ratings.
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 91
June 6, 2016
Leveraged Loan Data
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 92
June 6, 2016
Leveraged Loan Data
Median Holding Period
(Years)
7.0
Statistics:
6.0 High: 6.1 years (2014)
Low: 3.0 years (2008)
Avg.: 4.4 years
5.0
4.0
3.0
2.0
1.0
0.0
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
60
50
40
30
20
10
0
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
0
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Source: Pitchbook Data, Inc.
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 93
June 6, 2016
Leveraged Loan Data
80
250
70
60 200
50
150
40
30 100
20
50
10
0 0
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 94
June 6, 2016
Leveraged Loan Data
Ally Financial 04/10/14 Cerberus Capital, Oaktree Capital, Sun Capital 2,375 Financial Services
Santander Consumer USA 01/23/14 Centerbridge Partners, KKR, Warburg Pincus 1,800 Financial Services
Antero Resources Corp. 10/10/13 Trilantic Capital Partners/Warburg Pincus/Yorktown Partners 1,572 Energy
IMS Health 04/04/14 TPG/Canada Pension/Leonard Green & Partners 1,300 Technology
Samsonite International S.A. 06/01/11 CVC/Royal Bank of Scotland 1,250 Consumer Products
Warner Chilcott PLC 09/21/06 Bain/DLJ Merchant Banking/JPM/THO 1,059 Healthcare & Pharma
Bain – Bain Capital LLC. KKR – Kohlberg Kravis Roberts. GSCP – Goldman Sachs Capital Partners. Highstar – Highstar Capital. Carlyle – The Carlyle Group LP.
Riverstone – Riverstone Holdings LLC. BX – Blackstone Group LP. THO – Thomas H. Lee. CDR – Clayton Dublier & Rice Inc. ML – Merrill Lynch. TPG – TPG Capital.
Canada Pension – Canada Pension Plan Investment Board. CVC – CVC Capital Partners Group. Apollo – Apollo Global Management. JPM – JPMorgan.
Source: Fitch Ratings, Renaissance Capital, Greenwich, CT (www.renaissancecapital.com).
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 95
June 6, 2016
Leveraged Loan Data
400
350 2,000
300
1,500
250
200
1,000
150
100 500
50
0 0
2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Source: Pitchbook Data, Inc.
Healthcare Healthcare
13% 11%
Financial
Services Financial
8% Services
Energy 10% B2C
6% B2C Energy 22%
19% 8%
B2B – Business to business. B2C – Business to consumer. Note: Numbers may not add due to rounding.
Source: Pitchbook Data, Inc.
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 96
June 6, 2016
Leveraged Loan Data
Share of Middle-Market Private Equity Activity
2011 2015
Upper Upper
Middle Market Lower Middle Market Lower
($500 Mil.–$1 Bil.) Middle Market ($500 Mil.–$1 Bil.) Middle Market
14% ($25 Mil.–$100 Mil.) 17% ($25 Mil.–$100 Mil.)
38% 34%
Core Core
Middle Market Middle Market
($100 Mil.–$500 Mil.) ($100 Mil.–$500 Mil.)
48% 50%
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 97
June 6, 2016
Leveraged Loan Data
($ Bil.) (No.)
350 400
300 350
300
250
250
200
200
150
150
100
100
50 50
0 0
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Source: Pitchbook Data, Inc.
($ Bil.)
40
35
30
25
20
15
10
0
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
20
18
16
14
12
10
8
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 98
June 6, 2016
Leveraged Loan Data
Annual Canadian Private Equity Deal Flow
(CAD Bil.)
60
50
40
30
20
10
0
a
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
aDataas of of Sept. 30, 2015.
Source: Pitchbook Data, Inc.
Ontario
34% Ontario Alberta
British British
38% 19%
Columbia Columbia Ontario
13% 19% 42%
British
Alberta Alberta Columbia
28% 19% 15%
Data as of Sept. 30, 2015. Note: Numbers may not add due to rounding.
a
80
60
40
20
0
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 a
aDataas of Sept. 30, 2015. B2B – Business to business. B2C – Business to consumer.
Source: Pitchbook Data, Inc.
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 99
June 6, 2016
Leveraged Loan Data
30 70
60
25
50
20
40
15
30
10
20
5 10
0 0
a
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
aDataas of Sept. 30, 2015.
Source: Pitchbook Data, Inc.
80
60
40
20
0
a
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
aDataas of Sept. 30, 2015.
Source: Pitchbook Data, Inc.
10
20
8
15
6
10
4
5
2
0 0
a
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
aDataas of Sept. 30, 2015.
Source: Pitchbook Data, Inc.
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 100
June 6, 2016
Leveraged Loan Data
Collateralized Loan Obligations
Monthly CLO Issuance — 2015
Issuance Count
($ Bil.) (No. of CLOs)
16 30
14
25
12
20
10
8 15
6
10
4
5
2
0 0
30
25
20
15
10
($ Mil.)
Source: Thomson Reuters LPC.
155
150
145
140
135
130 Statistics:
High: 158 bps (January)
125 Low: 145 bps (June)
Avg: 151 bps
120
01/15 02/15 03/15 04/15 05/15 06/15 07/15 08/15 09/15 10/15 11/15 12/15
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 101
June 6, 2016
Leveraged Loan Data
1,200
1,000
800
600
400
200
0
2011 2012 2013 2014 2015
10
70
Statistics:
High: 66% (2014)
60
Low: 0% (2009)
Avg.: 45%
50
40
30
20
10
0
≤ 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 102
June 6, 2016
Leveraged Loan Data
U.S. CLO Loan Maturities
(% of Total)
30
25
20
15
10
0
2016 2017 2018 2019 2020 2021 Thereafter
500
400
300
200
100
(100)
(200)
2009 2010 2011 2012 2013 2014 2015
OC – Overcollateralization.
Source: Intex, Wells Fargo Securities, LLC.
70
60
50
40
30
20
10
OC – Overcollateralization.
Source: Intex, Wells Fargo Securities, LLC.
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 103
June 6, 2016
Leveraged Loan Data
15
10
0
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Source: Thomson Reuters LPC.
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Leveraged Loan Data
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Leveraged Loan Data
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Leveraged Loan Data
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Leveraged Loan Data
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Leveraged Loan Data
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Leveraged Loan Data
Structure
Noncall (Years) 2 2
AA 310 251
A 415 352
CE – Credit enhancement. WARF – Weighted-average rating factor. Note: Data as of Dec. 31, 2015.
Source: Fitch Ratings.
The Annual Manual (U.S. Leveraged Finance Primer) — Leveraged Loan Data 110
June 6, 2016
High-Yield Bonds
Defaults 115
[Credit 101] What Happens in an Event of Default? 115
[Credit 101] What Options Are Available to Issuers Under U.S. Bankruptcy Law? 115
What Are the Historical Default Rates for High-Yield Bonds? 115
What Is the Current Default Environment for High-Yield Bonds? 116
What Is a Distressed Debt Exchange? 116
Recovery 118
[Credit 101] What Is Recovery? 118
[Credit 101] How Does Fitch Estimate Recovery? 118
How Do High-Yield Bonds Perform in Fitch’s Recovery Analyses? 118
What Are the Historical Post-Default Prices for High-Yield Bonds? 118
The characteristics of high-yield bonds are often dictated by the issuing company’s credit profile.
High-yield companies typically have weaker operating profiles or higher leverage, resulting in a
weaker cash flow profile. Due to these inherent risks coupled with a lower priority in the capital
structure, investors typically demand higher yields than those demanded for loans.
The Annual Manual (U.S. Leveraged Finance Primer) — High-Yield Bonds 111
June 6, 2016
High-Yield Bonds
Market History
1,400
Secured Issuance Spikes High-Yield Bond Market
Exceeds $1 Tril.
1,200
Dot-Com Bubble Fed Completes
Taper
1,000
Note: Grey sections represent a recessionary period as defined by the National Bureau of Economic Research.
Source: Fitch U.S. High Yield Default Index, Bloomberg.
Several factors have contributed to record growth in the U.S. high-yield bond market in recent
years. Investor demand in particular has played a major role. As interest rates reached historic
lows in the years following the financial crisis, the search for yield attracted new investors into the
high-yield bond and leveraged loan markets. Insurance companies, mutual funds and pension
funds were among the most active investors of high-yield bonds.
The U.S. high-yield bond universe surpassed $1.5 trillion during first-quarter 2016, a 90%
gain since the first quarter of 2009. Energy and Metals/Mining compose 24% of the current
outstanding amount. The lowest rated ‘CCC’ segment accounts for nearly 19% of the high-yield
bond market.
The Annual Manual (U.S. Leveraged Finance Primer) — High-Yield Bonds 112
June 6, 2016
High-Yield Bonds
Evolution of the High-Yield Investor Base
2000 2006 2015
Please refer to the Leveraged Loan section for further explanation of second lien debt.
20
15
10
0
2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
The record second lien 2015 issuance was driven by the struggling energy sector, which
accounted for 53% of the total annual volume, and 14 of 31 new senior bond issuances.
The Annual Manual (U.S. Leveraged Finance Primer) — High-Yield Bonds 113
June 6, 2016
High-Yield Bonds
Ten of the 31 new bond issues were bond exchanges, primarily for stressed issuers in the
Energy, Gaming and Metals/Mining sectors. Seven of these 10 were exchanges of unsecured
debt for second lien debt, which often led to reduced debt burdens or maturity extensions in
exchange for collateral and increases in seniority.
Evolution of Second Lien Bond Volume by Industry
2010 2015
Paper & Other
Other Containers 7%
15% Computers & 5%
Electronics Energy
Healthcare &
25% 53%
Pharmaceutical
Transportation
5%
9%
Computers &
Electronics
10%
Chemical
10% Gaming,
Gaming, Lodging &
Lodging & Restaurants
Restaurants 6%
Telecommunication 15%
12% Energy Metals & Mining
14% 13%
PIK Bonds
The Annual Manual (U.S. Leveraged Finance Primer) — High-Yield Bonds 114
June 6, 2016
High-Yield Bonds
10
15
8
6 10
4
5
2
0 0
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
PIK – Payment-in-kind.
Source: Fitch U.S. High Yield Default Index, Bloomberg.
If a company adopts the former treatment, the final bond payment would be bifurcated into
an accrued PIK interest portion and an original principal portion on the cash flow statement.
Payment of accrued interest would be classified as an operating cash outflow (based on
Accounting Codification Standard 230-10-45-17), and the original principal payment amount
would be classified as a financing cash flow. If a company adopts the latter treatment, the
entirety of the cash payment at maturity would be classified as a financing cash flow, resulting
in higher operating cash flow.
Defaults
[Credit 101] What Options Are Available to Issuers Under U.S. Bankruptcy Law?
Please refer to the Leveraged Loan section for Fitch’s explanation of options available to issuers
under U.S. bankruptcy law.
2000–2015
The U.S. high-yield bond default rate has averaged 4.3% over the past 16 years. More significantly,
the recessionary average over that time finished at 12.5%, while the nonrecessionary average
was a benign 2.3%. The 2009 recession involved several industries, leading to a 13.7% rate and
a record yearly amount of $119 billion of default volume. The past six years produced reasonably
low default activity, with a 2% average. The rate inched up over the last two years, reaching 2.4%
and 3.4%, respectively.
The Annual Manual (U.S. Leveraged Finance Primer) — High-Yield Bonds 115
June 6, 2016
High-Yield Bonds
Industry Defaults
The 2001–2002 recession involved one sector, Telecommunications, which produced the bulk of
the default volume. The default rate climbed to a peak 16.4% in 2002. Unlike 2001–2002, there
were six sectors in 2009 whose default rate topped 20%. Automotives led the way and produced
the highest ever sector mark at over 44%. Adverse credit markets led to financing difficulties
for car buyers and liquidity problems for manufacturers. As a result, substantial reductions in
vehicle sales led to cutbacks in original equipment manufacturers’ production and reduced parts
demand from suppliers. At the same time, legacy labor and benefit costs were burdensome and
prices of raw materials, including steel, were on the rise. These challenges caused widespread
auto defaults.
Energy and Metals/Mining accounted for 52% of the total defaults in 2015, while Caesars
Entertainment Operating Co. was the year’s largest high-yield bond bankruptcy at $12.4 billion.
Energy and Metals/Mining, especially the exploration and production (E&P) and coal subsectors,
continue to struggle and will lead to an increased overall default rate for the third consecutive year.
Overall Defaults
Fitch projects a 6% U.S. high-yield bond default rate for 2016 due to ongoing challenges in the
Energy and Metals/Mining space. Fitch forecasts a total of just under $90 billion, which would
be the third highest on record behind the $110 billion and $119 billion tallied in 2002 and 2009,
respectively. Fitch anticipates a benign 1.5%‒2.0% default rate for non-Energy and Metals/
Mining companies.
Fitch expects the Metals/Mining sector default rate to finish 2016 at 20%. The Coal subsector
is forecast to reach an astounding 60% at the end of the year, with the April 2016 TTM rate at
nearly 75%.
DDE’s accounted for 19% of the defaulted amount in 2015, but 38% on an issuer count basis.
The 28 DDEs equals the number tallied over the prior three years combined, but less than the 45
registered in 2009. Energy and Metals/Mining composed $6.9 billion of the $9.1 billion in DDEs
during 2015. Through April 2016, there have been $3.2 billion in DDEs, with the Energy and
Metals/Mining sectors tallying 87% of the total.
The table below details those issuers from 2008 through April 2016 that have experience
a subsequent default following an initial DDE. This translates to 43% of the sample and
The Annual Manual (U.S. Leveraged Finance Primer) — High-Yield Bonds 116
June 6, 2016
High-Yield Bonds
demonstrates that an initial DDE is often not enough to prevent another DDE or an eventual
missed interest payment/filing.
The Annual Manual (U.S. Leveraged Finance Primer) — High-Yield Bonds 117
June 6, 2016
High-Yield Bonds
Recovery
(% of Issues)
50
40
30
20
10
0
RR1 RR2 RR3 RR4 RR5 RR6
RR – Recovery Rating. Note: U.S. Corporates public Issuer Default Ratings and Credit Opinions of ‘B+’ and lower only.
Source: Fitch Ratings.
The recovery rates varied noticeably over the past 16 years, reaching highs of 66.4% of par in
2007 and lows of 22.5% in 2002. The historical recovery rate average is 37.9%. A high default
environment usually leads to low recovery rates.
The recovery rate finished at 31.3% in 2015, as Energy and Metals/Mining defaults dragged
down the overall average. The Energy recovery rate stood at 22.9% while Metals/Mining was at
17.3%, with these two troublesome sectors combining for 62% of the issue sample. TTM recovery
rates through April 2016 are challenging the low mark of 2002. As the Energy and Metals/Mining
defaults continue throughout 2016, recovery rates are unlikely recovery to improve.
The Annual Manual (U.S. Leveraged Finance Primer) — High-Yield Bonds 118
June 6, 2016
High-Yield Bond Data
High-Yield Bond Data
Option-Adjusted Spread Comparison — Investment-Grade Versus High-Yield
BofAML US High Yield Index BofAML US Corporate Index
(bps)
2,000
1,800
1,600
1,400
1,200
November 2008: 1,347 bps
1,000
800
600
400
0
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Source: BofA Merrill Lynch Global Research, used with permission.
3,500
3,000
2,500
2,000
1,500
1,000
500
0
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
(bps)
1,200
1,000
2015 Avg. OAS: 560 bps
800
600
400
200
0
The Annual Manual (U.S. Leveraged Finance Primer) — High-Yield Bond Data 119
June 6, 2016
High-Yield Bond Data
25
20
15
10
Leveraged Loans
IG Bonds
MBS
S&P 500
10 Year
HY BB
HY B
HY CCC
Gold
The Annual Manual (U.S. Leveraged Finance Primer) — High-Yield Bond Data 120
June 6, 2016
High-Yield Bond Data
(%) BB B CCC
100
80
60
40
20
(20)
(40)
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
The Annual Manual (U.S. Leveraged Finance Primer) — High-Yield Bond Data 121
June 6, 2016
High-Yield Bond Data
600
500
400
300
200
100
0
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
The Annual Manual (U.S. Leveraged Finance Primer) — High-Yield Bond Data 122
June 6, 2016
High-Yield Bond Data
2001
Senior Secured 60.3 35.8 22.4 34
Senior Unsecured 27.8 20.2 12.8 234
Senior Subordinated 16.7 20.3 16.6 71
Total Defaulted Issues 29.8 21.8 15.8 339
2002
Senior Secured 44.9 46.6 41.3 22
Senior Unsecured 21.2 28.9 20.5 267
Senior Subordinated 24.3 25.7 19.5 30
Total Defaulted Issues 22.5 30.8 21.9 319
2003
Senior Secured 69.8 56.2 63.2 13
Senior Unsecured 47.0 42.8 39.7 104
Senior Subordinated 29.4 30.9 26.6 32
Total Defaulted Issues 44.4 40.5 36.6 149
2004
Senior Secured 89.2 72.2 73.7 8
Senior Unsecured 52.8 50.6 47.6 32
Senior Subordinated 55.1 50.2 54.2 9
Total Defaulted Issues 62.1 54.4 51.6 49
2005
Senior Secured 89.1 87.0 84.5 27
Senior Unsecured 41.2 54.1 57.8 42
Senior Subordinated 12.4 29.9 19.3 6
Total Defaulted Issues 57.6 58.7 61.3 75
2006
Senior Secured 93.4 95.5 96.9 5
Senior Unsecured 67.5 51.1 60.0 18
Senior Subordinated 35.7 42.9 26.0 9
Total Defaulted Issues 64.3 55.1 60.0 32
2007
Senior Secured 81.8 82.9 93.9 5
Senior Unsecured 63.4 63.4 74.6 10
Senior Subordinated 56.7 50.1 44.4 8
Total Defaulted Issues 66.4 64.3 69.1 23
2008
Senior Secured 32.3 38.8 29.5 27
Senior Unsecured 54.4 31.0 25.1 70
Senior Subordinated 23.8 19.1 7.3 25
Total Defaulted Issues 45.8 29.7 19.6 122
2009
Senior Secured 36.8 37.2 25.4 38
Senior Unsecured 36.0 33.5 31.0 258
Senior Subordinated 19.2 24.9 14.9 48
Total Defaulted Issues 34.1 31.9 24.9 344
a
Similar seniorities per issuer collapsed into one observation. Note: Recoveries 30 days post default.
Continued on next page.
Source: Fitch U.S. High Yield Default Index, Advantage Data.
The Annual Manual (U.S. Leveraged Finance Primer) — High-Yield Bond Data 123
June 6, 2016
High-Yield Bond Data
2011
Senior Secured 68.4 73.4 74.7 19
Senior Unsecured 50.0 32.7 22.0 32
Senior Subordinated 29.4 30.7 23.1 4
Total Defaulted Issues 59.4 47.8 47.9 55
2012
Senior Secured 64.7 59.1 62.0 16
Senior Unsecured 42.8 37.6 36.2 33
Senior Subordinated 38.3 33.4 26.6 9
Total Defaulted Issues 50.2 44.8 38.9 58
2013
Senior Secured 65.7 67.8 71.1 26
Senior Unsecured 30.0 40.1 27.1 25
Senior Subordinated 67.0 49.5 45.6 3
Total Defaulted Issues 47.7 56.2 54.4 54
2014
Senior Secured 85.1 66.3 59.8 27
Senior Unsecured 40.3 53.5 56.7 27
Senior Subordinated 57.3 71.7 77.6 4
Total Defaulted Issues 64.2 61.5 60.2 58
2015
Senior Secured 39.0 37.3 31.4 39
Senior Unsecured 24.1 33.4 27.9 79
Senior Subordinated 32.8 43.3 38.6 7
Total Defaulted Issues 31.3 35.7 29.4 125
2000–2015
Senior Secured 57.8 53.4 23.6 340
Senior Unsecured 33.7 33.5 25.3 1,315
Senior Subordinated 25.8 27.5 19.8 340
Total Defaulted Issues 37.9 36.3 26.9 1,995
Similar seniorities per issuer collapsed into one observation. Note: Recoveries 30 days post default.
a
The Annual Manual (U.S. Leveraged Finance Primer) — High-Yield Bond Data 124
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High-Yield Bond Data
The Annual Manual (U.S. Leveraged Finance Primer) — High-Yield Bond Data 125
June 6, 2016
High-Yield Bond Data
The Annual Manual (U.S. Leveraged Finance Primer) — High-Yield Bond Data 126
June 6, 2016
Appendix
Sector Outlooks
Rating Outlook Sector Outlook
Corporate Sector 2015 2016 2015 2016 Highlights
Global Aerospace & Defense Stable Stable Stable Stable Substantial backlog and rising commercial aircraft production. Positive defense
spending trends are indicated. Cash deployment is a concern. End markets
display some weakening, such as business jets.
U.S. Agribusiness Stable Stable Stable Stable Plentiful crop harvests maintaining large global stockpiles. Slowing emerging
market growth. M&A increases along with solid cash flow generation.
North American Airlines Positive Positive Positive Positive Growing demand for air travel. Low fuel prices. Improving credit metrics.
EMEA and U.S. Alcoholic Beverages Stable Negative Stable Stable In developed world, market share shifts from changes in consumption. Reported
performance influenced by currency volatility. Geographic diversification and cost
savings help protect profits.
U.S. Auto Manufacturers & Suppliers Positive Stable Stable Stable Ongoing global demand growth. Strong industry liquidity. Relatively low
break-even levels.
U.S. Building & Home Products Stable Stable Stable Stable Cyclical improvement in U.S. construction activity. Modestly better FCF
and Services generation. Prospects for debt reduction.
North American Chemicals Stable Stable Stable Stable Solid domestic growth. Trade headwinds. Activist shareholders.
U.S. and EMEA Consumer Products Stable Stable Stable Stable Organic top-line growth is stable. Cost savings and a benign commodity
environment will protect margins. Strategic M&A is intended to improve
business profiles.
Crude Oil & Refined Products Pipelines Stable Stable Stable Stable The sector is largely supported by long-term fee-based contracts. Lack of direct
commodity exposure benefits the sector, some volume risk exists. Economical
shale plays will increase production, even in low crude price environment,
boosting demand for certain pipelines.
Diversified Manufacturing & Stable Stable Stable Negative Capital goods cycles deteriorating. Shareholder-friendly cash deployment.
Capital Goods Negative currency offsets slow growth.
U.S. Equity REITs Stable Stable Positive Positive Good property-level fundamentals. Limited expected deleveraging. Capital
allocation decisions key.
U.S. Gaming Stable Stable Stable Stable Secular headwinds. REIT transactions. Suppliers' high leverage.
U.S. Healthcare Negative Stable Stable Stable Good demand tailwinds, but secular challenges to profitability. The value debate
influences business development decisions. Presidential election cycle headline
risk to equity prices and may influence capital deployment.
Global Hotels Stable Stable Stable Stable Positive global travel trends. Global RevPAR growth of 3%–5%. Elevated event
risk; new competition.
U.S. Housing & Homebuilders Stable Stable Stable Stable The up-cycle, although so far less robust than normal, should meet or exceed
expectations in 2016. Expect Fed to be cautious in raising rates. Home price
inflation continues to cool. Affordability above norm, credit standards to ease.
U.S. Leisure Stable Stable Stable Stable Increasing competition for travel distribution channels. China focuses on cruise
lines. Shift to more profitable gaming distribution channels.
U.S. Media & Entertainment Stable Stable Stable Stable Operating environment more conducive to growth. Evolution of
media consumption spurs further disruption. Shareholder returns exceed
FCF generation.
U.S. Midstream Services Stable Negative Negative Negative Price weakness leads to volume declines. Credit impacts should be limited,
but counterparty risk increasing. Sensitivity to price will vary by issuer.
Global Mining Stable Negative Stable Negative Slowdown in Chinese growth and demand for commodities to continue.
Investor sentiment to remain negative for at least six months. Prices to remain
volatile with a negative bias.
U.S. Natural Gas Pipelines Stable Stable Stable Stable Contractual support provides stability. Marcellus/Utica capacity increasing.
Gas demand growing, exports increasing.
U.S. Non-Alcoholic Beverages Stable Stable Stable Stable Low global carbonated soft drink volume growth and currency headwinds.
Robust brands, geographic and product diversity key for long-term stability.
M&A and shareholder distributions have removed rating headroom.
Health and wellness, regulatory headwinds.
U.S. Oil & Gas Stable Negative Negative Negative Additional delays in supply response to sharp industry capex cuts. Another leg
down in Chinese/emerging-market demand. Potential step-up in oil exports by
Libya or Iran post sanctions.
Oilfield Services N.A. Negative N.A. Negative Lower-for-longer oil and gas prices. Reduced E&P capital spending.
Rationalization of services supply in certain segments.
U.S. and EMEA Packaged Food Stable Stable Stable Stable Low revenue growth. Cash flow generation at lower levels to fund restructurings.
Improving margins and leverage with commodities and cost cutting. M&A likely to
improve business profiles.
Global Pharmaceuticals Negative Negative Stable Stable Industry outlook supported by strong science base and innovation.
Growth supported by positive demographics and increasing healthcare
access. Focus on value principles shapes demand and leads to the evolution
of business models.
North American Refining N.A. Stable N.A. Stable Good profitability, financial flexibility. Structural cost advantages.
Modest legislative risks.
U.S. Restaurants Stable Stable Stable Stable Slightly better comparable store sales anticipated due to price/mix, but
promotional activity likely to remain elevated. Shift toward franchising,
particularly within the quick-service segment. Increased share buybacks
with some debt financed.
N.A. – Not available. E&P – Exploration and production. Continued on next page.
Source: Fitch Ratings.
10
15
50
51 66
38 39 49 38 35 29 28 29
0
32 29 34 22 18 27
35 40
50
100 125
150
178
200
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
IDR – Issuer Default Rating.
Source: Fitch Ratings.
The median and average utilization rates for ABLs were 64% and 65%, respectively, for the 30
ABL facilities in the study sample. There was less utilization for the 15 retail ABLs compared with
40 8
30 6
4
20
2
10
0
0
80
60
40
20
0
BK Less Three Years BK Less Two Years BK Less One Year BK
Criteria Summaries
Criteria Overview
Name
Master Rating Criteria
Corporate Rating Methodology (Including Short-Term Ratings and Parent and Subsidiary Linkage)
Leveraged Finance
Assigning Corporate Ratings to Issuers in Restructuring
Differentiating Credits Rated ‘B+’ and Below
Treatment of Junior Corporate Debt in Europe (European HoldCo PIK and Shareholder Loans)
Other Topics
Using Commodity Prices in Corporate Projections
Treatment of Intra-Group Loans in Corporate Analysis
A fundamental part of Fitch’s approach is based on a comparative analysis, through which Fitch
reviews the strength of an issuer’s business and financial risk profile relative to others in its
industry and/or rating category peer group.
Fitch employs the parent and subsidiary rating linkage methodology when assigning IDRs
to nonfinancial companies that are tied together by a parent/subsidiary relationship. The
methodology takes into account several considerations when assessing the legal, operational
and strategic ties that can link the IDRs of two or more issuers. The steps taken by Fitch to
determine the linking of IDRs collectively form the Linkage Considerations Framework (LCF).
The LCF steps, including respective criteria, are summarized in the LCF Decision Matrix and
LCF Flow on the next page.
Does Parent/Sub
Relationship Exist?
Yes/Uncertain
2 No
No
3
Yes
Which Entity has the
Refer to Sector-Specific
Stronger Credit Profile?
Criteria Published by Fitch
4 4
Same or Different IDRs Same Same Can be the Same Can be the Same Different
or Different or Different
Stand-Alone or Consolidated
Credit Metric/Profile Both Consolidated Both Both Stand-Alone
Notching N.A. N.A. Parent Can be Notched Sub Can be “Up Notching” Possible
Down or Sub Notched Up Notched Down in Limited Situations
LCF – Linkage considerations framework. IDR – Issuer Default Rating. N.A. – Not applicable.
Source: Fitch Ratings.
In a case when a subsidiary has issued long-term public bonds but does not issue stand-alone
financial statements or benefit from a downstream parent guarantee, the considerations in the
flow on the next page should be made. The below guidelines are not meant as an alternative to
the parent-subsidiary linkage methodology used in the main criteria, nor are these guidelines
meant for new debt issuances.
Costs/Administrative/Unknown
No
Yes Yes
The overall risk for a particular debt issuance is made up of two components: the relative
probability of default for the issuer — reflected in its IDR — and the likely recovery for each class
of debt given default. Therefore, the rating for an issuer’s debt instruments, whether secured,
senior unsecured or subordinated, is notched from the issuer’s IDR.
In some regions and cases, Fitch may assign RRs to debt instruments of issuers with ‘BB’ rating
category IDRs. RRs in these situations are not computed via bespoke analysis.
In the case of well-structured ABL facilities with credit-protective features — such as availability
limited by a borrowing base formula, springing or full-cash dominion or frequent monitoring/
reporting of collateral — Fitch assumes ABL debt will recover ahead of other first lien debt
under the recovery waterfall. Where a cash dominion feature is in place, Fitch will assume an
additional source of recovery (cash component). In instances where the ABL is secured by
specific (and not all) assets, Fitch will first deduct the value of assets pledged for such facilities
(collateral component) from the overall valuation so the remaining creditors’ recoveries are
assessed more realistically.
Fitch acknowledges not all ABL facilities are created equal, and the strength of each structure
will need to be evaluated separately.
First, the unpaid minimum funding contributions and premiums are treated as administrative
claims so they will recover even before secured debt. Second, the amount owed to the Pension
Benefits Guaranty Corporation (PBGC) can be calculated in various ways and results in
drastically different amounts. Other general unsecured claims can be materially affected as a
result. Third, the controlled group liability doctrine entitles the PBGC to assert claims on each
and every member within the controlled group. The doctrine can effectively put the PBGC ahead
of other unsecured claims.
Even if the unfunded pension plan is not terminated in bankruptcy, the periodic minimum funding
contribution payments are entitled to administrative expense treatment during the pendency of
the bankruptcy.
$0 $60c
100% 75%b
Subsidiary A — CGE
Subsidiary B — Non CGE
[Net Assets = $100]
[Net Assets = $130]
Pension Contingenta Claim ($100) = N.A.
Unsecured Debt ($50) = $50 Recovery (RR1)
Unsecured Debt ($100) = $100 Recovery (RR1)
aPension Benefits Guaranty Corporation (PBGC) files a contingent claim for the full unfunded benefit liability (UBL) amount of $100 in each and every controlled group
entity's bankruptcy case. If the pension plan is not terminated, the claim does not arise. bSubsidiary B is not a controlled group entity since it is below the 80% ownership
threshold. cResidual equity value upstreamed to U.S. parent from 75% owned non-CGE = 75% of $80 = $60. RR – Recovery Rating. CGE – Controlled group entity.
N.A. – Not applicable.
Source: Fitch Ratings.
$0 $60c
100% 75%e
Subsidiary A — CGE
Subsidiary B — Non CGE
[Net Assets = $100]
[Net Assets = $130]
PBGC Unsecured Claima ($100) = $50d Recovery
Unsecured Debt ($50) = $50 Recovery (RR1)
Unsecured Debt ($100) = $50 Recovery (RR4)
aPension Benefits Guaranty Corporation (PBGC) files a contingent claim for the full unfunded benefit liability (UBL) amount of $100 in each and every controlled group
entity's case. bPBGC will share pro rata with other unsecured creditors at the parent sponsor’s level. Note that PBGC’s aggregate recovery (from the sponsor and all
controlled group members) cannot exceed 100% of its claim. cResidual equity value upstreamed to U.S. parent from 75% owned non-CGE = 75% of $80 = $60.
dNot only does PBGC recover as an unsecured creditor in the parent sponsor’s bankruptcy but also recovers separately from each member of the controlled group as
an unsecured creditor, up to an aggregate recovery of 100% of its claim. eSubsidary B is not a controlled group entity because it is below the 80% ownership threshold.
RR – Recovery Rating. CGE – Controlled group entity.
Source: Fitch Ratings.
For more information on Fitch’s methodologies in the recovery of pensions please see
Pension Liabilities in Bankruptcy.
Sector Handbooksa
Date Title
05/04/16 The Checkup: High-Yield Healthcare Handbook
(Comprehensive Analysis of High-Yield U.S. Healthcare Companies)
04/12/16 All In: Global Gaming Handbook (Second Edition)
01/25/16 High-Yield Retail Checkout (Comprehensive Analysis of Major High-Yield Retailers)
01/15/16 U.S. Diversified Industrials and Capital Goods Handbook
11/24/15 North American Chemicals Handbook (A Detailed Review of Companies in the Chemicals Sector)
11/04/15 Automotive Handbook (Second-Half 2015)
10/13/15 Media and Entertainment Handbook (Fitch’s Comprehensive Credit Profile Analysis of Issuers, Volume 2)
09/22/15 Credit Encyclo-Media: Fitch’s Comprehensive Analysis of the (Volume VIII, 2015–2016)
07/30/15 U.S. Grocery Retailing (Supermarkets Play Defense; Grocery Market Share Shifting to Discount
and Specialty Formats)
07/20/15 Fitch 50 (Capital Structure Diagrams & Debt Document Summaries for Fifty of the Largest U.S.
Leveraged Credits) — Amended
07/01/15 Fitch’s Telecom & Cable Company Handbook (A Detailed Review of Companies in the U.S. and Canada
Telecom and Cable Sector) — Amended
06/29/15 Oil & Gas Handbook (North American Exploration and Production Handbook)
06/29/15 U.S. High-Yield Consumer Handbook (Comprehensive Analysis of High-Yield Food, Beverage, Tobacco,
Restaurant and Consumer Products Companies)
a
Comprehensive analysis of business profiles and capital structures for largest issuers.
Source: Fitch Ratings.
Bob Curran Managing Director/Sector Head Homebuilding/Building & Home Products & Services +1 212 908-0515 robert.curran@fitchratings.com
Robert Rulla Director Homebuilding/Building & Home Products & Services +1 312 606-2311 robert.rulla@fitchratings.com
Monica Delarosa Associate Director Homebuilding/Building & Home Products & Services +1 212 908-0525 monica.delarosa@fitchratings.com
Mark Sadeghian Senior Director/Sector Head Energy (Oil & Gas)/Basic Material/
Natural Resources +1 312 368-2090 mark.sadeghian@fitchratings.com
Monica Bonar Senior Director Basic Materials/Natural Resources +1 212 908-0579 monica.bonar@fitchratings.com
Joan Okogun Senior Director Energy (Oil & Gas)/Basic Materials +1 212 908-0384 joan.okogun@fitchratings.com
Dino Kritikos Director Energy (Oil & Gas) +1 312 368-3150 dino.kritikos@fitchratings.com
Gregory Fodell Associate Director Basic Materials/Energy (Oil & Gas) +1 312 368-3117 gregory.fodell@fitchratings.com
Brad Bell Associate Director Basic Materials/Energy (Oil & Gas) +1 312 368-3149 brad.bell@fitchratings.com
David Cameli Associate Director Basic Materials/Natural Resources +1 312 368-3160 david.cameli@fitchratings.com
Colin Cordes Associate Director Energy (Oil & Gas)/Gas, Midstream & MLPs +1 312 368-3120 colin.cordes@fitchratings.com
Peter Molica Senior Director/Sector Head Gas, Midstream & MLPs +1 212 908-0288 peter.molica@fitchratings.com
Kathleen Connelly Director Gas, Midstream & MLPs +1 212 908-0290 kathleen.connelly@fitchratings.com
Colin Cordes Associate Director Energy (Oil & Gas)/Gas, Midstream & MLPs +1 312 368-3120 colin.cordes@fitchratings.com
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