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Speaker eBook Issues affecting the leveraged finance industry

As the industry prepares to attend the Leveraged Finance 2013 Conference, we asked some of our key speakers what they consider to be the three biggest issues facing the industry. Read answers from the following speakers inside: 1. Marc Boughton, Chief Executive and Managing Partner, CVC Credit Partners 2. Rafael Calvo, Partner, Mezzvest 3. Chetan Modi, Managing Director, EMEA Corporate Finance, Moody’s 4. Robin Doumar, Managing Partner, Park Square Capital 5. Edward Eyermann, Managing Director, Leveraged Finance, Fitch Ratings 6. Alexandra Dimitrijevic, Managing Director, Head of Research, Leveraged

Finance Analytics & Mid-Market Evaluation, EMEA Corporate Ratings, Standard & Poor’s Rating Services

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Marc Boughton, Chief Executive and Managing Partner, CVC Credit Partners

Marc is Chief Executive and Managing Partner of CVC Credit Partners and main Board Director of CVC Capital Partners. He joined CVC in 1995, was a member of the Private Equity Investment and Portfolio Committees, and set up and managed CVC’s financing team. Previously, he was a board director of Acordis, Armacell, Amatek, Building & Property, Flint, Trench, and Wavin. In 2006, Marc founded CVC Credit Partners which manages AUM of $9.6bn. Prior to CVC, Marc worked for Electra Partners and at Deloitte Haskins & Sells (now PricewaterhouseCoopers) where he qualified as a Chartered Accountant and specialised in corporate recovery and investigations. Marc is also Vice Chairman of CVC’s Charitable Foundation and is responsible for CVC’s Philanthropy programme.

1. Can private debt funds bridge the funding gap created by European banks’ reduced lending?

The institutional market will continue to develop in Europe. Funds, managed accounts, permanent capital and

structured credit vehicles will coexist alongside an active bank market. Private debt managers should work

alongside the European banks, particularly those providing capacity in the lower rated capital (BB and below)

segments.

2. What have private debt managers learned from the market volatility of recent times and where

are the current opportunities?

They have learned the importance of having in-house expertise across the spectrum of all credit instruments,

of being able to arrange, underwrite, invest, trade and manage portfolios through a cycle, and of the need to

manage both performing and non-performing credits.

It has also shown the importance of a robust and disciplined investment process – with the caveat that you

should limit mandate constraints to provide flexibility – and the ability to access both primary and secondary

channels. It has also shown that CLOs can survive significant stress, and lastly, it’s shown that relationships do

still matter. Depending upon an investor’s appetite for return, risk, liquidity, yield and lock-up the

opportunities seem to be within more stable income-focused loans, event-driven opportunities or distressed

debt. New LBOs are generally well structured compared to historical ones, with a high equity component,

lower leverage, and higher margins. Event-driven investing remains an important strategy given European

market dynamics. We are seeing an increase in fallen angel corporate credits accessing the sub investment

grade debt markets. Distressed debt opportunities in Europe will remain patchy and often consensually-

focused given the unpredictable and untested jurisdictional insolvency regimes.

3. Have LP attitudes to the asset class changed since CVC Credit Partners was launched?

Investors have grown more comfortable with European tail risk. They can see that the performance of sub-

investment grade debt between 2009 and 2012 has been strong, and there’s been more liquidity, particularly

in the larger credits. That’s been helped by the growth of the senior secured bond market. Investors have

probably realised there’s not much of a leap between senior secured bonds and senior secured loans.

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Rafael Calvo, Partner, Mezzvest

Rafael has executed and monitored in excess of 75 mezzanine investments since joining MezzVest in 2001. He has 19 years of experience in capital markets, M&A, structured finance and lending. Prior to MezzVest, he worked in the European Securitisation Group of Deutsche Bank in London. Rafael holds a double Bachelor of Arts degree in Economics and in Business Management from North Carolina State University.

1. What are the current mezzanine market pricing dynamics?

Generally, the expected returns for European mezzanine is approximately 14% to 15%. This return comprises a combination of the base rate (typically Euribor or Libor depending on the issuance currency), a cash and PIK margin, fees, prepayment penalties and non-call provisions. Mezzanine lenders may also negotiate an equity co-investment right, which constitutes a separate investment. In some instances, mezzanine lenders may secure warrants on the underlying company. When reviewing S&P’s Loan and Commentary Data, mezzanine is currently priced at the historical average price over the last 14 years, ensuring the products continued competitiveness as a financing tool for European LBOs.

2. What is the expected level of issuance of mezzanine debt over the next five years?

According to S&P at present c. €180 bn of private equity capital is available and ready to be deployed.

Assuming an on-going average 40% equity contribution for LBO transactions, this will lead to an estimated

€270bn financing need over the next five years. In addition an estimated €100 bn of LBO debt will be maturing

within the next 5 years. If there is a continued historical weighting of 5% to 10% (reflecting the historical

mezzanine market share of total LBO loan financing according to S&P), the mezzanine market size is expected

to be around €3 bn to €6 bn per year.

3. When is mezzanine mainly used?

Private equity firms typically use mezzanine to finance the acquisition of highly cash generative companies.

The use of mezzanine enhances the equity investors’ returns. Private equity firms also consider mezzanine

financing as a way to finance add-on acquisitions and dividend recapitalisations. Currently, private equity firms

are focusing once again on the private loan market given: (i) the cost of debt of the European senior and

mezzanine loans is competitive vis-à-vis US led financings and high yield bonds, and (ii) the loan market offers

certainty of deliverability in contrast to the high yield market which once again suffers from its “stop and go”

nature. European mezzanine pricing continues to be competitive when compared to other financing solutions

for private equity firms.

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Chetan Modi, Managing Director, EMEA Corporate Finance, Moody’s

Chetan Modi is a Managing Director in the EMEA Corporate Finance Group based in London. He oversees the high yield and leveraged finance franchise for Europe.

Chetan joined Moody’s in 2001. His previous roles in the company included working as a senior analyst on project finance and infrastructure credits, and also two years as the Representative Director of Moody’s India, based in Mumbai.

Prior to Moody’s, Chetan worked in project finance at Rolls Royce and Powergen. His roles at Powergen also included international power project development and energy trading. He began his career as a scientist with the British Antarctic Survey, and has also worked in oil exploration services with Halliburton.

Chetan holds a BA in Engineering from Cambridge University, and an MBA from Warwick University.

1. How do you see default rates on leveraged loans over the next couple of years?

The default rate on our public ratings has been low by historical standards over the past 3 years – below 3% -

and we expect that to remain the case over the next 12 months. The (unrated) leveraged loan universe is of

generally weaker quality, but also on average comprises smaller companies. We see a stub of small, highly-

leveraged companies that generate no free cash flow, and where enterprise value continues to fall. These

remain at high risk of default through 2015, with particular exposure to rates risk.

2. What does the growth in the European high-yield bond market signify for the future of the loan

market?

We expect that the growth of bonds at the expense of loans will continue over the near term. A lot depends on

the extent to which new CLO formation offsets the “expiry of existing CLOs. However, the loan product will

remain absolutely core in Europe. Companies should be able to manage their debt capital with an appropriate

mix of long-term fixed rate funding, and shorter-term floating rate funding. However, change dynamics in the

loan market in recent years may mean that the “relationship” side of loan funding is progressively less

important, particularly as corporate treasurers become accustomed to the lack of covenants in bonds

3. Is the loan market still seen as a more reliable source of funding than the bond markets?

In general, there remains less risk of sudden market closure with loans compared to bonds. Of course, that was

not the case in 2009, when the willingness of the high-yield bond market to refinance solid companies that

were having a hard time with their banks, helped keep the default rate down to about 12%. And we have seen

that pricing adjustments that occur on the bond side feed through quite quickly to the loan side. Banks will

also roll over debt of excessively-leveraged companies, irrespective of the long-term economics of such

actions.

Vickie Shoesmith, Euromoney Seminars t/ 020 7779 7222 e/ vshoesmith@euromoneyplc.com w/ www.euromoneyseminars.com/LevFin13 or @EMSeminars #LevFin13

Robin Doumar, Managing Partner, Park Square Capital

Robin is the managing partner of Park Square Capital, a leading independent provider of credit products in Europe, which manages and advises over $3.2 billion of capital. Prior to founding Park Square in 2004, Robin spent 15 years at Goldman Sachs in New York and London, where he was Head of Workouts and Restructurings, Head of European Leveraged Finance and Head of European Mezzanine in the Principal Investment Area. During his time at Goldman Sachs, Robin worked closely with, recruited, trained and mentored many professionals who are now senior figures within the private equity and leveraged finance groups at leading financial institutions.

1. With the increased regulation on European banks, how do you see the European leveraged

finance market changing over the next few years?

Banks have traditionally dominated the European Leveraged Loan market with approximately 60% of

outstanding loans being held by banks. Regulators have been fairly clear in their desire to limit banks using

their balance sheets to participate in ‘risky’ markets and leveraged lending is one such market. Under Basel III

leveraged loans will be given a risk weighting of approximately 150%, which makes it prohibitively expensive

for banks to continue to take and hold leveraged loans in size. As a result, I expect to see funding for the

leveraged loan market continue to shift toward institutional investors. How this will happen is less clear - there

was a false dawn in 2006/7 with widespread CLO issuance, but since 2008 there have been very few new CLOs

issued as a result of the ‘skin in the game’ regulations established by EU Directive 122a, which requires

managers to take large stakes in their own vehicles. This has dramatically increased the capital intensity of

launching a new CLO and severely limited new formation. At the same time mutual funds are unlikely to play

the same role as we see them play in the US as European regulations discourage retail fund investment in

unrated, private markets such as the leveraged loan market. I therefore think it is more likely that we will see a

prolonged period where there is a shortage of capital to finance LBO activity and loan pricing and terms will

therefore remain attractive for the few market participants with capital to invest. Over time, well-entrenched

institutional credit investors who are in a position to build out large leveraged lending platforms will form an

increasingly important part of this market. Banks will continue to play an important role in arranging deals, but

their take and hold appetite will remain limited and their model will increasingly mirror the syndication-based

strategy of US banks. This model places a premium on collecting arrangement fees and selling residual loan

exposure down as much as possible.

2. What is your view on the European high yield bond market?

High yield bond markets are poised for correction. The quantitative easing undertaken globally by central

banks has triggered a massive rally in bond markets as investors desperate for yield have piled into the asset

class. Yield-hungry investors have driven up prices on high yield bonds, in the process generating gains which

have attracted even more investors. Current yields offered by the bond market are now at the lowest levels in

memory, with increasingly speculative issues offering investors a very poor return for the risks they are

assuming. As a value investor in credit, lending unsecured, fixed rate money to junk rated companies at yields

inside of 6% makes absolutely no sense. Those yields are pricing in perfection and from my experience, when

that’s the case things tend to end badly for investors. We’ve had a foretaste of things to come with the severe

retrenchment seen in the bond market on just the rumour of the Fed beginning to taper QE. When interest

rates actually do begin to rise, the rush for the exits by high yield investors will make for a severe correction

which will destroy significant value. It’s not only interest rate risk that high yield investors are taking – but

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fundamental credit risk as the quality of issuers and underwriting standards have deteriorated substantially. I

think these lower quality credits are sowing the seeds for a future distressed market opportunity in Europe.

My advice to investors would be to rotate of so-called ‘high’ yield into floating rate, senior secured debt that

should offer significantly more protection against both interest rate and credit risk at comparable yields.

3. How does the European leveraged loan market compare to the market in the US?

The big difference between Europe and the US is the role that banks have historically played in the two

leveraged loan markets. The US market was institutionalised many years ago and now only about 20% of loans

are held by banks, who instead syndicate loan exposure to institutional investors. These investors – big mutual

funds, asset managers and CLOs – form the lion’s share of the US market. In Europe, about two-thirds of loans

are still held by banks and that means that banking regulations, such as Basel II and III, are having a far greater

effect here than in the US. We are seeing a big withdrawal of capital by banks from leveraged lending in

Europe, creating a supply/demand imbalance for leveraged loans. In the US, we see precisely the opposite:

CLO issuance is booming, surpassing the peak levels reached before the credit crisis, and mutual fund inflows

are growing. This has meant an abundance of capital in search of deals, leading to significantly tighter pricing,

looser terms and higher leverage levels for US transactions relative to those in Europe. Over 50% of the deals

in the US market are now covenant-lite, a far higher percentage than was reached even in 2007. Smaller

equity cheques are now also the norm, which all add up to making Europe seem a more attractive place to be

investing right now on both an absolute and risk-adjusted basis.

Vickie Shoesmith, Euromoney Seminars t/ 020 7779 7222 e/ vshoesmith@euromoneyplc.com w/ www.euromoneyseminars.com/LevFin13 or @EMSeminars #LevFin13

Edward Eyermann, Managing Director, Leveraged Finance, Fitch Ratings

Edward Eyerman is Managing Director and Head of the European High Yield and Leveraged Finance within the European Corporates department at Fitch Ratings in London. Ed began his career in 1994 as a sovereign and financial institutions credit analyst at Merrill Lynch in New York, where he provided fundamental credit research and relative value analysis on Yankee bonds. He moved to London in 1997, where he was an original member of Deutsche Bank’s global markets’ credit research department and subsequently its European high yield origination team. From 1998 to 2002, he worked in the investment banking division at Credit Suisse First Boston, principally in the European acquisition and leveraged finance group. He holds a Bachelor of Arts in History from Holy Cross College in Worcester, Massachusetts, and a Masters in International Affairs from Columbia University’s School of International and Public Affairs in New York.

1. What are the biggest changes to the leveraged credit market today versus pre-crisis?

We have seen a material transformation in Europe since the summer of 2007, when wholesale funded banks

and commercial paper funded CLOs drove almost all leveraged financing towards private loan products,

notably senior secured, second-lien and mezzanine loan facilities. When the funding anchor for the inter-bank

market and CLO liabilities broke, we saw a dramatic fall off in loan news issuance and a chance for the fledgling

European High Yield market to fill a void. Primary CLO issuance died off and has only come back, in small

measure, in 2013, while European banks have been forced to retrench as capital charges and deleveraging

pressures limited their appetite for exposures to capital intensive leveraged credits. High yield has since played

a meaningful role in extending leveraged credit maturity profiles, while also supporting corporates in the mid-

market, peripheral, and new sponsor driven M&A. Despite the lack of new CLOs, prepayments on legacy loans

could be reinvested by CLOs, freeing up cheap 06 and 07 funding, and hence supported primary loan market

new issuance averaging €50bn since 2008, almost on par with EHY, as legacy lending groups supported strong

credits that recycled into secondary buyouts or, more recently, as dividend recaps. To the extent that

European banks participated in new issue, we observed smaller transactions in club style, and with lower total

debt multiples than more broadly syndicated deals or those with high yield where leverage tolerance has been

higher. More recently, we’ve seen banks only participate in super senior RCFs, with the rest of the debt in an

institutional tranche or high yield.

2. Does the end of the reinvestment period for legacy CLOs and the capital and deleveraging

pressures on banks translate into a stronger outlook for European high yield?

It’s hard to argue that European high yield could get stronger. It’s had an incredible run since the beginning of

2012 with total returns close to 30% and over €100bn in new issuance in the 18 months to H113. Moreover,

new issuance quality has generally been very strong, with BB issuers and instruments representing more than

75% annual new issuance over the past 3 years. If anything, we see more competition emerging for European

high yield, and it started with US high yield investors offering more leverage and tighter spreads for European

issuers if they would issue in dollars. US investors are particularly keen on European global champions and

cable companies, where dollar revenues, or sector familiarity and clear premia to US comparables contributed

to 40% of European new high yield issues denominated in US$. We anticipated at first that the tapering

discussion and related outflows for USHY funds in May and June would lead to a pause EHY issuance and

return performance, which would leave European high yield investors in better position. Yet the US and

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European loan markets have recoverd to provide attractive alternatives for leveraged borrowers. The tapering

news did not impact funds flow into US loan mutual funds, which hit a record 42bn in July, and US CLOs

continue to have cash to invest given close to US$50bn of new issue in H113. The more recent momentum of

CLO2.0 in Europe, with roughly 10 new deals closed and strong pipeline through the rest of the year, and the

fact that some European banks have successfully de-levered and raised capital buffers have suddenly

combined into a host of loan investors in search of assets often with competitive structural and price

advantages over European high yield. Case in point are recent summer deals for DE Master Blenders, the

former coffee and tea division of Sara Lee Corp, the secondary buyout of Springer and the primary buyout of

CeramTec. All three of these transactions were sure to be HY when contemplated in the spring of 2013,

though the loan market arrived with new sources of liquidity to offer more attractive terms to the acquirers,

including a price-flex down on DE Master Blenders a few days after the tapering news and all in Euros after

launching with a substantial US$ tranche. Then, Springer replaced its proposed high yield financing to cov-lite,

mostly in US$, only to shift towards more Euros after launch.

3. Does Fitch expect the loan market to recover compete more effectively with EHY into 2014 and

beyond?

The three transactions I noted reflect special circumstances and it’s always difficult to extrapolate one set of

prevailing market conditions into the future. Specifically, DE Master Blenders had strong investment-grade

corporate sponsor and included a sizeable term loan A, which was a signature of European bank distribution.

That won’t likely be the case for financial sponsor-led deals. European banks continue to have stricter credit

committees, and we are unlikely to return to bank market dominated by wholesale funded, asset-gathering

Icelandic, Irish and Landesbanks willing to tolerate 7x leverage. Springer had high leverage, though it was a

widely held, well-regarded credit story among CLO investors in the US and Europe, and was able to get away

an attractively priced Cov-Lite in lieu of a fixed-rate non-callable US$ and EUR bond. CeramTec, highlighted

how banks may provide a super-senior RCF, while the senior debt will be all institutional and placed with CLOs,

while European HY supports the total leverage profile in a subordinated instrument. That’s probably the trend

we can expect if the European CLO 2.0 phenomenon develops to replace the funding that goes off as legacy

CLO reinvestment periods expire. However, such a transition may take some time given the scale of legacy

CLOs going off reinvestment over the next year. Yet so long as benchmark loan rates remain low, and the

tapering threat only applies to fixed rate benchmarks, the loan product has a lot of institutional investor

appeal and one would expect capital to form around it accordingly. If that’s the case high yield may switch

towards a subordinated product for higher quality issuers and a senior-secured product for issuers that have

less access to the loan market for sector or leverage reasons.

Vickie Shoesmith, Euromoney Seminars t/ 020 7779 7222 e/ vshoesmith@euromoneyplc.com w/ www.euromoneyseminars.com/LevFin13 or @EMSeminars #LevFin13

Alexandra Dimitrijevic, Managing Director, Head of Research, Leveraged Finance Analytics & Mid-Market Evaluation, EMEA Corporate Ratings, Standard & Poor’s Rating Services

Alexandra is a managing director in charge of research, leverage finance analytics and mid-market evaluation for the EMEA corporate ratings group. Alexandra was appointed in this role in September 2012. She is heading a team of 25 analysts covering European mid-market evaluation, corporate research, recovery analysis and credit estimates. Previously, she was the global criteria officer for sovereign ratings and, before that, the criteria officer for international public finance. In these roles, she wrote the methodology for rating sovereign governments, multilateral lending institutions, local and regional governments and government related entities. Alexandra joined Standard and Poor's in 1995 as a public finance analyst and spent several years a team leader in the European public sector team. Prior to that, she worked with Arthur Andersen. She graduated from Institut d’Etudes Politiques de Paris (Sciences Po) in Economy and Finance.

1. Do we expect the reduction in bank lending to mid-market companies to continue?

Standard & Poor's expects that disintermediation—where bank lending is replaced by capital market funding—

to be a long-term structural trend in Europe, with a gradual shift as banks continue their deleveraging process

and as investors develop an appetite and ability to increase their share of term lending. That said, many

smaller companies are beginning to feel the pressure of a pullback in lending from local banks. It is for this

reason that there has been a recent focus on the development of alternatives to bank funding – particularly for

mid-market companies in Europe, as they may be less likely to have access to debt funding in the capital

markets. Alternatives sources include the developing loan fund market, the U.S. private placement market, the

private placement market in Germany (the "Schuldschein" market), the very young private placement markets

in the U.K. and France, and to some extent regional bond platforms on exchanges.

2. Will a European Private Placement Market become a reality?

Alternatives to bank funding for mid-market companies in Europe, although varied, are still nascent and lack a

truly cohesive European solution. We believe the consensus view is that the European market is looking

toward the U.S. private placement market as a model for developing a unified alternate funding source. Mid-

market companies are often reluctant to go to the public markets due to the length and complexity of the

process involved in issuing a public bond (including getting a rating and marketing a transaction through a road

show).

One of the biggest challenges to setting up mid-market funding markets is adapting to the confidentiality

required by issuers. Family-owned companies in particular are concerned about any information being

disclosed publicly. This makes standardizing documentation and due diligence essential so potential investors

can understand the details of a business. Pricing is also perceived to be a challenge in some cases. The

Association of Corporate Treasurers has regularly indicated, since before the global financial crisis of 2007-

2009, that banks tend to lend at about 200 basis points (bps) of risk-adjusted return on capital under market

rates. However, banks make about 800 bps of above market risk-adjusted return on capital from the loan and

very profitable ancillary services combined. So a non-bank investor would not be able to lend at the same rate.

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3. What role can S&P play to facilitate this?

We have high expectations for the development of a private placement market in Europe, particularly if every

market participant and public authority takes the necessary steps to address the challenges in setting up such

a market. Standard & Poor's Ratings Services has introduced a new mid-market evaluation (MME) product

with a specific scale for European midsize companies. Its purpose is to offer private opinions of

creditworthiness for mid-market companies that may be looking to widen their investor base and develop

alternative sources of funds, such as private placements or direct lending from nontraditional lenders. MMEs

are not credit ratings and are only applicable to companies with annual revenues below €1.5 billion and total

reported debt facilities (drawn and undrawn) below €500 million, or the local currency equivalents.

Vickie Shoesmith, Euromoney Seminars t/ 020 7779 7222 e/ vshoesmith@euromoneyplc.com w/ www.euromoneyseminars.com/LevFin13 or @EMSeminars #LevFin13

Join in the conversation...

The speakers featured in this eBook will be joined by many other key industry figures at the

Leveraged Finance 2013 Conference. Now in its 7th year, the event brings together lenders, rating

agencies, law firms, private equity funds, corporate borrowers and limited partners to network,

knowledge share and form deals in this leveraged finance revival.

Click here to view the conference programme or to register your place, visit the event website. Hear these speakers discuss their industry with other thought-leaders, including:

James Yu, Partner, EQT Partners

David Wilmot, Managing Director, Babson Capital

Matthew Sabben-Clare, Partner, Cinven

Hamish Grant, Partner, Head of Banking, Bridgepoint

Oliver Duff, Managing Director, Global Head of Leveraged and Acquisition Finance, HSBC

Helen Steers, Partner, Pantheon

Mathew Cestar, Managing Director, Head of Leveraged Finance EMEA, Credit Suisse

Matt Leventhal, Director, Head of European Loan Trading, Barclays

Martin Reeves, Head of High Yield, Legal & General Investment Management

Bruno Ladriere , Managing Director - LBO Funds , AXA Private Equity This year, Leveraged Finance is part of a bigger event – LevInvest2013. It will run parallel with The European CLO Congress, allowing leveraged finance and structured finance professionals to meet in one location and explore opportunities in these interconnected markets. Your pass will allow you to join sessions for both events. Join both industries for the networking opportunity of the year in Landmark Hotel. Register today. The Landmark London hotel ranks among the capital's finest luxury hotels, offering British grandeur and elegant service for today’s discerning traveller.

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