Patrick Marshall, Head of Private Debt & CLOs and Joseph Buckley, Director, at Hermes Investment Management, explain the practical implications of cov-lite deal structures and how they can degrade the risk-reward balance that private debt investors seek from senior loans.
The rise of cov-lite loansThe leveraged-loan market has become increasingly competitive in recent years. Strong inflows of capital into private debt funds and collateralised loan obligations, along with improving bank balance sheets, have driven demand for loans higher – particularly in the more easily accessible large-cap segment of the market, which consists of loans to companies with EBITDA in excess of £75m.
In this environment, a worrying trend is putting investors’ capital at risk: the rise of so-called cov-lite loans – senior loans that do not provide lenders with the safety of regularly recurring maintenance covenant tests. In 2007, these loans accounted for fewer than 10 per cen of deals in the large-cap market. By July 2017, this figure had climbed seven-fold to 72 per cent.
It is vital that private debt investors understand the practical implications of cov-lite deal structures, and how they can degrade the risk-reward balance that investors seek from senior loans.
Uncovering cov-lite loansCov-lite loans do not contain the once-standard requirement for borrowers to satisfy quarterly recurring financial ratio tests. These tests, known as maintenance covenants, typically consist of debt-to-EBITDA, interest-to-EBITDA or cash-to-debt-service financial ratios. Failure to satisfy any of these tests would constitute a default on the loan.
Maintenance covenants play a very important role in protecting investors. Their primary purpose is to test the trading performance of borrowers and, if this declines, act as an early-warning default trigger. This provides lenders with an opportunity to take protective actions before diminishing corporate performance and enterprise value threaten the recovery of the loan.
Instead, cov-lite loans only contain incurrence covenants, which offer far less protection to lenders. These covenants are tested solely upon the occurrence of pre-specified events, such as a material drawdown on a revolving credit facility or a dividend payment, rather than on an automatically recurring basis. This means that borrowers can avoid the tests by not taking the specific actions which trigger them.
The value of maintenance covenantsMaintenance covenants give lenders strong negotiating powers as soon as trading performance declines and usually before there are any liquidity problems. In such circumstances, the options available to lenders are typically broad and can include increasing the yield of the loan to reflect the greater risk, requiring the borrower to prioritise cash generation over corporate expansion in order to pay down the loan, or in a worst-case scenario, enforcing the security provided in the loan terms to take ownership of the business.
In contrast, under a cov-lite deal structure there is no automatic early-warning trigger. A default may not occur until a late stage in the decline of the business’s performance, possibly when the borrower encounters difficulty making an interest payment or scheduled repayment on its loan. This could be symptomatic of a near-insolvent borrower with significant liquidity problems.
Worsening risk-return profile of cov-liteWith these weaker lender protections, it could reasonably be assumed that cov-lite loans would offer greater potential returns, but this is not the case. While large-cap cov-lite loans have historically been priced at a premium of up to 75bps relative to covenanted loans, this premium has been fully eroded over the last two years as cov-lite deals have become more prevalent. Since the second half of 2016, the average yield-to-maturity of large-cap, single-B-rated cov-lite loans has declined to that of their equivalent covenanted deals.
In our view, for the reasons described above, the current dominance of cov-lite loans may result in higher losses in the large-cap market in the future – particularly for loans in the single-B ratings range, given the lower credit quality of the borrowers.
Focus on the mid-marketWe consider effective maintenance covenants to be an essential protection for lenders, so we never lend on cov-lite terms. Instead, we focus on the mid-market – which consists of loans to companies generating £5m-£75m of EBITDA each year – where there has been very limited penetration of cov-lite terms. This is because corporate and commercial banks, which require loans to have maintenance covenants, are the dominant lenders in this part of the market, and borrowers are not large enough to access an alternative source of finance through the bond market.
In our view, the mid-market offers investors a more attractive and sustainable balance between risk and reward. It provides better downside protection than the large-cap market due to maintenance covenants being a standard feature of loan terms, as well as returns that are on average 60bps greater than those provided by large-cap loans.
Tread cautiously in the loan market
Another important consideration for investors is the existence of some loans that are, in theory, covenanted but which have such lax maintenance tests as to make them ineffective as a means of protection. In our view, these loans are simply cov-lite instruments being marketed as covenanted deals – however, some lenders fail to see the difference.
We do not want to expose our investors to the risks presented by cov-lite deals. Instead, we invest exclusively in covenanted loans, found primarily in the mid-market segment, where we believe the most attractive returns for direct lenders in Europe are to be found.