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MIDDLE MARKET PANEL DISCUSSION LSTA’S 18TH ANNUAL CONFERENCE Ioana Barza
Director of Analytics
2013 GLOBAL M&A LOAN ISSUANCE REACHES $370B; U.S. M&A LENDING REACHES $250B
October 17, 2013 Middle Market Panel - LSTA Annual Conference
2
GLOBAL M&A LENDING PICKS UP U.S. M&A LENDING: GAINING TRACTION
0.0
200.0
400.0
600.0
800.0
1,000.0
1,200.0
1,400.0
1,600.0
199
9
200
0
200
1 20
02
2003
20
04
20
05
200
6
200
7 20
08
20
09
20
10
2011
20
12
2013
Issu
an
ce ($
Bil
s.)
Americas EMEA Asia-Pacific (excl. Japan) Japan (beg. '06)
BIG
PIC
TU
RE
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50.0
100.0
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250.0
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500.0
1987
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3 19
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199
7 19
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20
01
2003
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05
200
7 20
09
20
11
2013
Issu
an
ce ($
Bil
s.)
Non-Lev. Lev. LBOs
M&A OUTLOOK
October 17, 2013 Middle Market Panel - LSTA Annual Conference
3
TR LPC SURVEY TR LPC SURVEY
When might M&A lending reach 2007 levels?
– 10% of respondents said 2014
– 20% said 2015
– 17% said 2016
– 31% said >2016
– 22% said never
When will M&A gain traction?
– 1% said 4Q13
– 8% said 1H14
– 19% said 2H14
– 72% said after 2H14
Global M&A was:
– 2011 - $450 billion
– 2012 - $450 billion
– 1-3Q13 - $370 billion
This year, global M&A lending will reach…
– 17% of respondents said $350-$400 billion
– 34% said $400-$450 billion
– 35% said $450 - $500 billion
– 14% said > $500 billion
BIG
PIC
TU
RE
October 17, 2013
New money / M&A volume
Will structure and price continue to erode due to demand/supply imbalance
Credit standards
Leverage lending guidance
Deteriorating documentation
Lack of risk assessment due to folks chasing yield
Aggressiveness of institutions that need to meet budgets
Lack of quality dealflow
Waiting for new LBOs as opposed to sponsor-to-sponsor deals
Maintaining structures
Price compression
Need higher quality deals
Fiscal policy / QE issue
Budget debate
Meeting return hurdles
Getting deals to close as scheduled
WHAT WAS THE BIGGEST CHANGE IN 3Q13?
Lack of supply
Limited new money dealflow
Too much refi activity
A modest pick up in M&A
Commercial bank regulation
Leverage lending guidance
More competition
Aggressive terms and conditions
Aggressive leverage multiples
Prevalence of structures going covenant lite
Loose terms on large cap deals trickling down market
Arranger fees going down
Large institutional investors searching down market for deals
Pricing continues lower
Not enough non-sponsored opportunities
Increasing hold levels
TR LPC QUARTERLY MIDDLE MARKET BANK & INVESTOR SURVEY RESULTS/4Q13 OUTLOOK
4Q
13 MID
DLE
MA
RK
ET
SU
RV
EY
MOST IMPORTANT ISSUE IN 4Q13?
4
Middle Market Panel - LSTA Annual Conference
VAST MAJORITY OF RESPONDENTS WERE UNABLE TO LEND AS MUCH AS THEY DESIRED IN 3Q13
October 17, 2013 Middle Market Panel - LSTA Annual Conference
5
DID YOU REACH YOUR 3Q13 LENDING GOAL? WHAT FACTORS CONTRIBUTED TO THIS?
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
Yes No
% o
f re
spo
nd
en
ts
Bank respondents Non-bank respondents Those who fell below goals attributed to: – Not enough M&A
– Slow issuance
– Too much competition
– Strategics took away M&A
– Sponsors lost deals on price
– Buyer / seller mismatch
– Aggressive market
– Some capex projects put on hold
– Repayments
– Lack of quality dealflow
– Banks underpriced non-bank lenders
– Loose structures / weak covenants
– Low allocations / shrinking bank groups
– More amendments rather than new lending
Those who met goals attributed to: – Strong pipeline
– Strong relationships with sponsors
– Flexible capital on structure and yield (one-stop shop)
– Sector focused – healthcare, energy
– Lucky that our sponsors won their deals
– Focused on smaller EBITDA companies
4Q
13 MA
RK
ET
SU
RV
EY
MIDDLE MARKET LENDING DRIVEN BY REFINANCINGS
October 17, 2013 Middle Market Panel - LSTA Annual Conference
6
MID
DLE
MA
RK
ET
STA
TS
QUARTERLY MIDDLE MARKET ISSUANCE ANNUAL MIDDLE MARKET ISSUANCE
0.0
20.0
40.0
60.0
80.0
100.0
120.0
140.0
160.0
180.0
200.0
200
0
200
1 20
02
2003
20
04
20
05
200
6
200
7 20
08
20
09
20
10
2011
20
12
2013
Issu
an
ce ($
Bil
s.)
Refinancing New money (beg. 1Q03)
Middle Market definition: 1) Borrower sales size $500 million or less & deal size $500 million or less 2) See additional exclusionary criteria on LoanConnector.com
0.0
20.0
40.0
60.0
80.0
100.0
120.0
140.0
200
0
200
1 20
02
2003
20
04
20
05
200
6
200
7 20
08
20
09
20
10
2011
20
12
2013
Issu
an
ce (
$B
ils.
)
Non-sponsored Sponsored
RESPONDENTS PREDICT SPONSORED VOLUME WILL RISE MODESTLY IN 4Q13; NON-SPONSORED LIKELY FLAT
0%
10%
20%
30%
40%
50%
60%
Significant decrease (more
than 15%)
Moderate decrease (between
5-15%)
Remain flat Moderate increase (between 5-15%)
Significant increase (more
than 15%)
% o
f re
spo
nd
en
ts
Non-Sponsored
Sponsored
October 17, 2013
4Q13 ISSUANCE EXPECTATIONS
Sponsored: Over half of respondents believe we will see a moderate pick up (5-15%) in 4Q13
Non-sponsored: Half of respondents believe volume will remain unchanged in 4Q13
4Q
13 MA
RK
ET
SU
RV
EY
7
Middle Market Panel - LSTA Annual Conference
MAJORITY EXPECTS THAT LOAN SUPPLY WILL NOT MEET LOAN DEMAND IN 4Q13
October 17, 2013 Middle Market Panel - LSTA Annual Conference
8
Respondents feel that neither sponsored nor non-sponsored volume will be sufficient to meet lenders’ demand in 4Q13
How will the ongoing imbalance impact structures?
4Q
13 MA
RK
ET
SU
RV
EY
SPONSORED NON-SPONSORED
0% 20% 40% 60% 80% 100%
Yes, lenders will be able to pick and
choose
Loan supply and loan demand will be
balanced
No, loan demand will outstrip loan supply
% of respondents
0% 20% 40% 60% 80%
Yes, lenders will be able to pick and
choose
Loan supply and loan demand will be
balanced
No, loan demand will outstrip loan supply
% of respondents
MIDDLE MARKET COV-LITE VOLUME – THE FUTURE IS HERE?
October 17, 2013 Middle Market Panel - LSTA Annual Conference
9
COV-LITE VOLUME: MM VS. LC MIDDLE MARKET COV-LITE VOLUME
0.0
0.5
1.0
1.5
2.0
2.5
3.0
3.5
4.0
4.5
5.0
5.5
1Q0
6
4Q
06
3Q0
7
2Q
08
1Q0
9
4Q
09
3Q10
2Q
11
1Q12
4Q
12
3Q13
Issu
an
ce ($
Bil
s.)
MID
DLE
MA
RK
ET
STA
TS
0.0
10.0
20.0
30.0
40.0
50.0
60.0
70.0
80.0
1Q0
6
3Q0
6
1Q0
7
3Q0
7
3Q0
8
1Q10
3Q10
1Q11
3Q11
1Q12
3Q12
1Q13
3Q13
Issu
an
ce ($
Bil
s.)
Large Corp.
Middle Market
EQUITY CONTRIBUTIONS DROP MORE STEEPLY FOR LARGE DEALS, LEVERAGE CREEPS UP FOR MM LBOS
October 17, 2013 Middle Market Panel - LSTA Annual Conference
10
DEBT TO EBITDA: MM VS. BSL LBOs EQUITY CONTRIBUTIONS: MM VS. BSL LBOs
20%
25%
30%
35%
40%
45%
50%
55%
2003
200
4
200
5
200
6
200
7
200
8
200
9
2010
2011
2012
2013
Eq
uit
y c
on
trib
uti
on
s
MM BSL
MID
DLE
MA
RK
ET
STA
TS
3.0x
3.5x
4.0x
4.5x
5.0x
5.5x
6.0x
6.5x
7.0x
7.5x
2003
200
4
200
5
200
6
200
7
200
8
200
9
2010
2011
2012
2013
LB
O D
eb
t to
EB
ITD
A (
x)
MM BSL
TR LPC SURVEY: SPONSORS PICK FROM WIDER ARRAY OF FINANCING OPTIONS AND FUNDING SOURCES
October 17, 2013 Middle Market Panel - LSTA Annual Conference
11
4Q
13 MA
RK
ET
SU
RV
EY
4Q13 OUTLOOK: WHAT STRUCTURE WILL SPONSORS FAVOR?
4Q13 OUTLOOK: WILL THE UNITRANCHE GAIN MARKET SHARE?
0% 10% 20% 30% 40% 50% 60%
Stretch senior
1st Lien / mezz
Unitranche
1st / 2nd lien
% of LPC survey respondents
0%
10%
20%
30%
40%
50%
60%
70%
Increase as more lenders
offer the unitranche
Remain unchanged
Decrease - the unitranche is losing favor
% o
f re
spo
nd
en
ts
STRONG DEMAND ALSO DRIVES YIELDS LOWER BUT, YIELD PREMIUM VS. BSL STAYS STEADY
October 17, 2013 Middle Market Panel - LSTA Annual Conference
12
U.S. QUARTERLY TERM LOAN YIELDS MIDDLE MARKET VERSUS LARGE CORPORATE
0%
2%
4%
6%
8%
10%
12%
1Q9
9
1Q0
0
1Q0
1
1Q02
1Q03
1Q0
4
1Q0
5
1Q0
6
1Q0
7
200
8
2Q
10
2Q
11
2Q
12
2Q
13
Yie
ld (
3-y
ea
r te
rm t
o r
ep
ay
me
nt)
LIB/LIB floor LIB spread OID
LPC
MID
DLE
MA
RK
ET
PA
NE
L
3%
4%
5%
6%
7%
8%
9%
10%
11%
12%
13%
1Q02
4
Q02
3Q
03
2Q
04
1Q
05
4Q
05
3Q0
6
2Q
07
1H0
8
3Q0
9
Ap
r-10
Ju
l-10
O
ct-1
0
Jan
-11
Ap
r-11
Ju
l-11
O
ct-1
1 Ja
n-1
2
Ap
r-12
Ju
l-12
O
ct-1
2
Jan
-13
Ap
r-13
Ju
l-13
All
-in
-yie
ld (
3-y
ea
r)
Large Corp.
Middle Market
IN A HYPER-COMPETITIVE ENVIRONMENT, LENDERS’ MINIMUM YIELD REQUIREMENTS ARE COMING DOWN
October 17, 2013 Middle Market Panel - LSTA Annual Conference
13
SPON. MINIMUM YIELD REQUIREMENT IN 4Q13 BSL INVESTORS’ APPETITE FOR MM IN 4Q13?
0%
10%
20%
30%
40%
50%
< 4% 4-5% 5-6% 6-7% 7-8% 8-9%
% o
f re
spo
nd
en
ts
Banks Non-banks
0% 10% 20% 30% 40% 50%
Weak - investors are not showing interest
Moderate - investors buying smaller deals occassionally
Somewhat strong - showing interest if yield is enticing
Very strong - lack of BSL dealflow forcing investors down market
% of respondents
4Q13
4Q12
MIN. SPREAD REQUIREMENT IN 4Q13
4Q
13 MA
RK
ET
SU
RV
EY
0% 10% 20% 30% 40% 50% 60%
< 100 100-200
200-300
300-400
400 - 500
500 - 600
> 600
% o
f re
spo
nd
en
ts Banks non-spon. Banks - spon.
Non-banks spon.
HOW HAS BANKS’ BEHAVIOR CHANGED FOLLOWING FINALIZED LEVERAGED LENDING GUIDANCE?
October 17, 2013 Middle Market Panel - LSTA Annual Conference
14
Based on a survey conducted by Thomson Reuters LPC in 4Q13, the majority of respondents believe banks will still participate in leveraged lending but will have to limit the amount of deals they buy
4Q
13 MA
RK
ET
SU
RV
EY
BANK VERSUS NON-BANK PERSPECTIVE LEVERAGED LENDING GUIDANCE SUMMARY
0% 20% 40% 60% 80% 100%
Banks will be shut out of the leveraged market
Banks will still participate but will have to limit the
amount of leveraged deals they buy
No change in banks behaviour is expected
% of survey respondents
Non Banks
Banks
Final guidance issued in March 2013 by the OCC and FDIC
Deals treated as “leveraged” include: – Proceeds used for buyouts, dividends, etc.
– Senior debt/EBITDA > 3x
– Total debt/EBITDA > 4x
– Loans to vehicles that engage in leveraged finance (CLOs, BDCs, etc.)
– Fallen angels*
– ABL*
Deals treated as “criticized” include: – If a company cannot show the ability to
amortize 100% of its senior debt or 50% of its total debt within 5 to 7 years, it would be treated as “criticized”
– Issuers with leverage in excess of 6x debt/EBITDA after asset sales
BDCS PUT $21B TO WORK IN SR. LOANS, MEZZ IN LAST TWELVE MONTHS
October 17, 2013 Middle Market Panel - LSTA Annual Conference
15
$30BILLION IN BDC EQUITY CAPITAL ISSUED SINCE INCEPTION
TRAILING TWELVE MONTH GROSS ORIGINATIONS
MID
DLE
MA
RK
ET
STA
TS
0.0
5.0
10.0
15.0
20.0
25.0
1Q0
5 3Q
05
1Q0
6
3Q0
6
1Q0
7 3Q
07
1Q0
8
3Q0
8
1Q0
9
3Q0
9
1Q10
3Q
10
1Q11
3Q
11
1Q12
3Q
12
1Q13
($B
ils.
)
0.0
1.0
2.0
3.0
4.0
5.0
6.0
199
7 19
98
19
99
20
00
20
01
2002
20
03
200
4
200
5 20
06
20
07
200
8
200
9
2010
20
11
2012
20
13
($
Bil
s.)
Copyright © 2013 by Thomson Reuters LPC. Any reproduction or retransmission of this report - via fax, photocopy or electronically - is a violation of Federal and International Copyright Laws. Contact Thomson Reuters LPC at (1) 646-223-6890 (Americas) or (44) 207-542-8405 (EMEA) or (852) 2294-8853 (Asia-Pacific) or (81) 120-161-916 (Japanese language support) for information on additional LoanConnector tokens.
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