Feb 09, 2023

Private Credit Resources and Prep

For an IB analyst in M&A, are there any recommended resources to learn more about the private credit industry and even courses going through the industry and / or interview prepping? Have not seen as much out there compared to PE prep.  

 

I think much of the prep work is the same. Do you know how to conduct diligence on a company, can you build a cash flow model of the business. 

The difference is obviously the credit component, those pieces being understand the legal documentation governing the debt investment (i.e. credit agreements) and understand how to look at investments through a credit lens rather than equity lens. 

I'd suggest looking at resources related to credit investing such as:

  • Moyer's Distressed Debt Analysis (not just about distressed debt, gives great perspective on credit lens)
  • S&P's Leveraged Loan Primer (free pdf available through their website)
  • Primer's on credit agreements (have seen quite a few on google from law firms)

There is a book out there on private lending called Private Debt: Opportunities in Corporate Direct Lending, however, it is more through the lens of a capital allocator (e.g. how does private debt compare to other asset classes on risk-adjusted returns basis) rather than a private debt practitioner working on deals. It will make you more informed about the space and why AUMs have grown over past decade, but won't make you better positioned to complete an investment opportunity case study. 

 
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You're right, there are essentially no solid private credit recruiting courses out there. Prepping for private credit interviews will essentially be the same as PE, however, there are three concepts that you'll need to touch on in private credit-specific cases that you won't normally include in a PE case. PM me if you want a reference case, model or have other questions.

1. Debt Comps (to determine coupon rate and covenants) - See "Additional Note" Below for More Details

A common framework for a private credit case study is to provide an LBO case study, then ask the candidate what amount of debt and level of leverage would be reasonable, and what interest rate you'd charge.

You'll actually need to make an LBO model to solve the case, however, you won't include equity returns, and will instead use the model to help illustrate the debt capacity of the business. What really matters here is to be able to back up your assumptions. Follow the below steps to create assumptions that will be viewed favorably by the interviewing committee at a private credit firm:

1) Create a list of public comparable companies (you'll want between 5-10 of these)

2) Spread each company's capital structure (e.g. amount drawn on the revolver, outstanding term loans or bonds, etc.) and calculate their leverage ratio based on Adjusted EBITDA, which should be provided in the latest filings. If it isn't in the SEC filings, then check the latest quarterly press release on the company's website, as that likely has an Adjusted EBITDA figure

3) Create a table that shows the interest rate of each piece of debt in the comparable companies' capital structures. This will help inform the interest rate you choose on the debt investment you recommend

4) You'll also want to analyze the covenant packages includes in the credit agreements. If you're doing a private credit case study, you're likely going to recommend a term loan-like instrument, so I'd hone in on what covenants have been included in recently issued term loans. To find this, you can do two things: 1) go to the long-term debt section of the company's latest filing, it will usually provide a date for the latest term loan issuance. Some filings include the credit agreements or indentures as exhibits at the back of the file, so check the end of the filing to see if you can find those agreements there. If you can't find the credit agreement or indenture there, then look for an 8-K that was released on the day of the debt instruments issuance, and you'll probably find a file document that includes either the credit agreement or indenture. These are usually crazy long, so I'd focus on the negative covenant section of the document, which typically includes the financial maintenance covenants. You can then look at what covenants are included in comparable debt packages to inform which covenant you should include in your investment recommendation.

P.S. - It just dawned on me that many companies' 10K/10Q include a "Covenant" section. Tbh check that before going through the whole process of reading a credit agreement as it will be way faster 

If your case study includes a post-case debrief, the above will help prepare you to answer questions like "how did you determine this interest rate was appropriate?", "why did you choose these covenants" and "how are competitors financing their businesses?" 

2. Equity Cushion Calc

After spreading the comps above, you'll use them again, but this time you'll be focused on creating a historical EBITDA multiple valuation range. Essentially you want to determine a peak and trough EBITDA multiple. I'd recommend just pulling this from CapIQ, and make sure to go back to 2008 if the comp set allows (this will likely be your floor).

From here, you'll want to apply the peak and trough multiples to the business that is featured in the case study, which will give you a peak and trough valuation. You then want to apply the median EBITDA multiple from the comps set to the business to get the current valuation. Compare this current valuation to the peak valuation. If the current value is close the to peak value, this means you'll want to be careful with how much you leverage the company, as the equity cushion is overstated. For example, if the multiple on the business is 9x and its peak multiple is 10x and trough multiple is 4x, the leverage multiple through your investment shouldn't be more than 3x probably. This is because even though 3x leverage implies 6x equity cushion currently and 7x based on the peak multiple, it only provides 1x equity cushion if the investment goes south. Depending on the case, you can play around with how much leverage you want to apply, but always run the math above in case you get grilled on this concept during the interview.

3. Collateral package

 An additional element that will come into play with a private credit case study will be a collateral recommendation. As previously mentioned, you'll likely be recommending a secured term loan type of instrument, so you'll need to mention the collateral that could be potentially used to back your investment. Note that if the company in the case study already has secured debt (revolver, term loan, etc), then you'll need to request these credit agreements in DD to analyze what they have collateral on, as then you'd likely have a second lien on those assets. 

Additional Note

It dawned on me that the most efficient way to quickly find debt comps for private credit case studies would be to reference the investment portfolios of publicly traded BDCs. I've put together a list of select publicly traded BDCs for people to pull comps from and have also placed an example of the information contains in Ares' most recent 10-Q.

Select List of Publicly Traded BDCs 

  • Ares Capital Corporation (NASDAQ: ARCC)
  • Golub Capital BDC, Inc. (NASDAQ: GBDC)
  • Hercules Capital, Inc. (NYSE: HTGC)
  • Monroe Capital Corporation (NASDAQ: MRCC)

Ares Capital Corporation Example (as of March 31, 2023)

image-20230625151248-1

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So this is a great post, thanks for that. I’d add that it can be worthwhile to finish the LBO work through returns to equity. Understanding what the equity stands to make is a large part of both understanding the sponsors incentive but also whether your financing proposal will work for them. If you price the debt correctly, then levered returns will exceed unlevered returns. If you are too aggressive on pricing then you will kill the sponsors return even if the cash flows can support your credit. Frankly, I don’t think of this as my problem because I want the return I want, and if the sponsor passes I’m happy to move on and not compete for the deal, but the reality is that the majority of lenders need to be commercial in order to deploy capital so the dynamic between credit and equity returns should be kept in mind. Also, diluting equity returns can incentivize bad behavior such as asset stripping and lender unfriendly actions. 

 

Can you explain what you mean by having 1x equity cushion if the investment goes south? How did you get 1x as the number, and what’s its significance?

 

There isn't any special significance on 1x in particular, I was just using it for illustrative purposes.

Simplified Example:

A $100mm EBITDA business that normally trades at 5x, so its Enterprise Value is $500mm

You like the business and decided to lend $200mm to it, which equates to two turns of EBITDA ($200mm Debt / $100mm EBITDA = 2x Leverage). Additionally, you have a 3x equity cushion in this scenario. $500mm Enterprise Value - $200mm Debt = $300mm Equity / $100mm EBITDA = 3x equity cushion 

To keep this simple, lets assume EBITDA stays constant at $100mm

Now lets says the market really heats up (economy improves, interest rates decline, etc) and now the business is valued at $1,000mm. This means that you have $800mm of equity value that "sits" beneath your debt position. Theoretically, this means that the valuation multiple would need to fall over 80% (from 10x to below 2x, because we're assuming EBITDA remains constant) before your debt is at any risk of being impaired (recovering less than par).

A debt investor might say "hmmm, I'm leaving money on the table by not lending this company more money. Back when it was valued at $500mm, I only had a 3x equity cushion. Accordingly, I'll lend this company $500mm, because this increases the amount of capital that I'm able to put to work and I have a 5x equity cushion."

However, lets say shit hits the fan and the multiple takes a nose dive down to 4x. Now you're in trouble because you put $500mm of debt on an assets that is now only worth $400mm. Essentially, it is likely that you'll have a less than par recovery (~80%).

The example above is meant to illustrate how a debt investor shouldn't rely on market dynamics (particularly equity pricing) to make an underwriting decision. Essentially, they need to take a more normalized view of the world and always make sure they are covered. I used 1x cushion in my original post as that is likely the bare minimum a lender would want to have under them, otherwise they are getting close to taking "equity like risk" for debt return, which is unideal (unless its some sort of loan to own strategy that has overlevered the company on purpose).

Below is an excerpt from an article on distressed debt investing blog, which is somewhat similar to what I laid out above.

Distressed Debt Investing Blog - Profiting from Short Duration Opportunities

image-20230606032640-1

Let me know if you have any additional questions.

Array
 

This is an all-around incredible response and probably the most informative I've seen on WSO on the private credit side. If you'd be kind enough to take a crack at answering this follow up - seems like you'd be a great resource.

Recently got contacted by HR at a prominent HF to interview for their private credit team on the asset management side i.e., mostly covenant monitoring and scenario modeling for loan workouts/restructuring for troubled credits. Understand that this is a less-sexy role than underwriting but the comp is great and the shop is one of the few you can't say no to. Any idea what the modelling work may look like or what I should be prepared for in a case study?

Also, would you mind if I also PM'd you for the reference case/model you mentioned above?

Thanks!

 

Thanks for the kind words, I appreciate it.

Sounds like an enticing role you've been contacted for - congrats! Candidly, I'm not sure what the day-to-day aspect of the job will look like, however, the case study will likely be similar to the one I PM'd you (sent you an actual private credit case study) or have a little heavier emphasis on restructuring scenarios. For the restructuring scenarios, be able to analyze and articulate a view of a capital structure and also understand how to run a simply recovery (i.e., waterfall) analysis.

Keep us posted on how it goes! I hope it works out.

Array
 

Hello! I've started the recruiting process with a few PC funds and was wondering if you would you be willing to send any of the private credit models or case studies that your mentioned within your post. I hope you enjoy thanksgiving!

 
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