Unitranche Loans

A unitranche loan, as the name implies, is one tranche of debt that can replace the traditional two tiered (i.e. first-lien/second-lien, senior/subordinated or secured/unsecured) debt structure for highly leveraged companies. For those unfamiliar with this increasingly popular structure, here is our summary. What they are Structure: One tranche of debt that is split into “first-out” and “last-out” pieces. First-out debt typically includes a revolver and part of the term loan; last-out debt is everything else. To replicate the differentiated seniority of traditional deals, unitranche deals define trigger events during which first-out debt is paid before any payments are made to last-out debt. Typical trigger events include a missed payment, bankruptcy or financial covenant default, or acceleration or other actions by first-out lenders to exercise their rights. Documentation: One credit agreement and one security agreement. In addition, if multiple investors will provide the debt, there is an additional agreement, the Agreement Among Lenders (“AAL”), which allocates interest and principal payments across the tranches and addresses other intercreditor issues. The borrower is not a party to the AAL. Pricing: One blended interest rate. The AAL replicates the different yields and repayment terms of the traditional two-tiered deal by skimming borrower payments and allocating them from the first-out lenders to the last-out lenders. Lenders: May be provided by a single lender (typically to companies with revenues between $10 and $50 million) or by multiple lenders. Participants in this market include finance companies, business development companies, and hedge funds.  Some banks also provide unitranche structures. Voting and exercise of remedies: Highly negotiated and vary significantly deal to deal. They are specified in the...

How Much Can I Borrow on My Revolver?

We often tell our clients that a company does not file for bankruptcy on a particular day because it has too much leverage, or because it has a bad management team, or because it has a competitive disadvantage.  All of these factors may eventually drive a company out of business, but the reason a company files for bankruptcy on a particular day is liquidity: they run out of cash.  Therefore, it is important to measure a company’s liquidity as part of any comprehensive financial analysis (one of our favorite tools is the liquidity position). For many companies, availability under a committed, revolving line of credit is a key source of liquidity. Here’s an example: In 2010, Sears Canada entered into a five-year $800 million senior secured revolving credit facility.  As of January 28, 2012, they had borrowed $101 million under that facility.  How much additional can they borrow using that revolver? a) $699 million b) zero c) Something between $699 and zero The answer is … you don’t have enough information to give an answer.  According to Sears, they have $415 million available. Here are the factors that determine how much you can borrow on a revolver: How much you have already borrowed.  In the Sears example, it would reduce availability to $699 million Letter of Credit usage.  Many revolvers can also be used for letters of credit.  This allows companies to issue letters of credit without getting credit approval for each one individually.  However, letters of credit issued under a revolver reduce borrowing availability under that revolver.  In the Sears example, they had approximately $284 million of letters...

Top 10 Credit Topics of 2010

Here’s our list of the top 10 topics on the minds of credit professionals in 2010: 10) Risk Management – We’ve written many times this year about risk management, both good and bad.  Whether it was BP and operational risk, suppliers dealing with customer concentration risk (or “Wal-Mart Risk”), or Lehman just not managing risk.  This topic was on our radar in 2010 (and needs to stay there into 2011 and beyond). 9) Games CFOs Play – Aggressive financial reporting (and outright fraud) can happen at any time, but management’s motivation to do it is heightened during an economic downturn when there is pressure to “hit the numbers” (and not breach covenants, etc.). 8 ) Managing High Risk Clients – Sure the recession is over, but many companies are still struggling with high leverage, high competition, low sales growth, and high costs.  Lenders and bondholders will be working with many “high risk” clients well into 2011. 7) Intercreditor Priority – When times are good (think the 2003-07 credit bubble), no one pays much attention to collateral and subordination (or covenants, or any other part of credit documentation for that matter).  The restructurings and bankruptcies of the great recession reminded us how important these issues are.  We fear that the market is already starting to forget these lessons (think covenant lite and second lien!). 6) Cash Flow Analysis – Cash is king.  Real cash, not EBITDA.  Enough said. 5) Liquidity – Many CFOs (and lenders) have learned the hard way that liquidity can be the most important element of financial strategy.  Our favorite analytical tool for looking at liquidity is...

Risks Drive Debt Spreads

The return investors receive for owning a debt instrument, whether a loan or a bond, is driven by the various risks of owning debt.  This Job Aid from Financial Training Partners does a good job in explaining the major risks faced by debt...

Loan – Bond Relative Value

In our last post, we described how to compare the cost of a floating rate instrument, such as a loan, to the cost of a fixed rate instrument, such as a bond.  For one company, Jarden Corporation, we showed that the bond’s cost is 50 basis points higher than the loan’s cost.  Since both debt instruments were issued by the same borrower, shouldn’t they cost the same?   Corporate Finance 101 Whenever there is a difference in the cost or return of two financing instruments, corporate finance theory tells us to look to the risk differences between the two.  This applies if you are looking at it from the perspective of the issuer or the investor.  For this post, we will continue the Jarden example, comparing a loan and a bond for a non-investment grade issuer (note that the product terms, pricing, and risk characteristics for investment grade issuers are dramatically different).   Investor: Risk vs. Return As with Jarden, the yield on non-investment grade (i.e. “high yield”) bonds is typically higher than the yield on non-investment grade (i.e. “leveraged”) loans.  This is because high yield bonds are more risky to own than leveraged loans, for these reasons:   Priority: Loans to non-investment grade companies are typically senior and secured, while bonds to these same companies are typically subordinated and unsecured.  Thus, in a bankruptcy, the loans should get repaid before the bonds. Maturity and Amortization:  Corporate loans rarely come due beyond 6-7 years from issuance, whereas high yield bonds often mature in 10 years.  In addition, bonds typically have “bullet” maturities (i.e. all the principal comes due at...