CLO senior notes were right in the firing line of the LDI-driven selloff following the UK mini-budget, with UK real money funds dumping vast quantities of their holdings and crashing the market. The peculiar structure of the market, with the relatively thin pool of senior investors willing to commit size, has also hurt CLO issuance and held back spreads. US banks and Japanese banks, previously mainstays of the market, have allocated capital elsewhere, leaving the European market to fend for itself, assisted at times by the balance sheets of CLO arranging banks themselves.

Issuance has been difficult, but perhaps not difficult enough — there was still heavy new issue CLO supply in 2022, tracking below bumper 2021 levels and 2019 but basically in line with long term trends.

That’s caused a technical squeeze in the loan market at various points this year (including this December), with favoured CLO assets bid up to levels where CLO arbitrage becomes exceptionally thin. There are good loans, there are cheap loans, but there are few good cheap loans.

Two statistics tell the story of the year’s CLO woes — generic equity arbitrage (loan index levels vs CLO weighted average cost of debt) is at its lowest level in years and the ratio of CLOs outstanding to loan index outstanding is at its worst level in five years.

CLO managers, structurers, advisers and investors are generally smart people, and 2022 has brought a cornucopia of innovation in term structure, optionality, tranching and docs, but there’s only so much you can do to fight supply and demand.

On the other hand, and to stop this piece being a parade of unadulterated misery, CLO equity distributions have held up well, and loan defaults remain low (for now). Rising rates have made CLO tranches genuinely floating rate instruments again, rather than fixed thanks to the Euribor floor. The steepening curve between three and six month Euribor has helped cushion cashflows (though the curve from one month to three has gnawed away on the other side).

The natural lifecycle of the CLO vehicle is also starting to reassert itself — more and more deals are now post-reinvestment, and some equity holders are calling transactions. CLOs can no longer be expected to reset indefinitely; the hotly contested provisions on deal WALs will be increasingly necessary.

The market also continues to expand in terms of number of participants. Most of the managers planning to launch platforms this year started doing the work in the good times of 2021, but as far as we know their plans are still mostly in train, and in some cases (CQS) they have already printed transactions.

This is not an unalloyed blessing; as has been much discussed (including by 9fin), Europe has far more managers for the size of the loan market than the US, many of whom are kind of subscale. “Manager consolidation” has been a staple conference topic for as long as I’ve been covering the market.

This year has seen a few big M&A transactions (Carlyle-CBAM, Franklin Templeton-Alcentra, and most recently Investcorp-Marble Point) but these have mostly been about making the giants of the CLO market even bigger, than rolling up the small fry.

No manager wants to run up the white flag and signal they’re done issuing CLOs, while many platforms are small parts of broad credit businesses, which need the same credit team support and infrastructure whether or not they run CLO AUM. Risk retention also complicates matters; it can take a lot of capital to lift a CLO platform these days.

New Year New Primary

Bank research desks seem to be expecting issuance in the low €20bn’s kind of range for 2023 — to express it another way, that’s a €350m-€400m deal for every one of the managers currently active in the market. In practice, CLO supply rarely works that way; this year, we had three deals from Palmer Square, and three from Blackstone Credit, despite the unedifying backdrop. Smaller managers often target a deal every nine months or so in the good times, and somewhat less in the bad times — though for managers that haven’t printed for a while, coming to market is a way to demonstrate strength. Investors like to know that managers are involved for the long term, and that CLO management is a core activity of a credit manager, not an afterthought.

One proxy for the forward pipeline is the Irish company registry, where the registrations of new CLO vehicles offers an insight into the intentions of managers.

By this standard, things look promising — AB CarVal Euro CLO 1-C, Signal Finance CLO I, Canyon Euro CLO 2022-1 look like three debut managers with deals to come (AB CarVal, Signal Capital Partners, Canyon Capital Advisors). Rever CLO and Margay CLO I are also shelves that don’t match any established pattern.

Given that a Margay is apparently a mid-sized cat which can be confused with the ocelot, this could well be M&G’s debut — the 1.0 shelf was called “Leopard”, so perhaps a more modest spotted cat is lending its name to the 2.0 version.

But there are also SPVs suggesting the continued presence of Partners Group, Onex, Hayfin, BlueBay, Sound Point, Ares, Acer Tree, Capital Four, PGIM, ICG, Spire Partners, WhiteStar, Sculptor, Tikehau, Barings, Palmer Square, Anchorage, Blackstone and Five Arrows.

This is some way from being an exhaustive list of active CLO managers, but not every institution works through the same process in setting up its vehicles and opening warehouses — some may reuse warehouse vehicles, obtain TRS leverage against a fund. Some may even use vehicles without “CLO” in the name.

A simple search of CLO+2022 (which throws up SPVs mentioning 2022 in the name, as well as vehicles registered in 2022) gives 77 results; that’s down from 127 mentioning 2021. But 2019 wasn’t a terrible year, and that gives 67. Just a rough proxy but we’re gazing in the crystal ball here.

We understand that most of these facilities have a long runway, so they won’t force managers to market early, and some could indeed end up as H2 deals.

For managers, we suspect that much of the warehouse-opening activity that’s gone on in the latter part of 2022 is basically about optionality — if you have a vehicle in place, you can buy loans when they’re cheap, accelerate deals if liability spreads are strong enough, pick and choose your spots and hope to navigate the market with aplomb.

No warehouse means no flexibility, though a warehouse does, of course require money.

The raw material for CLO supply is CLO equity capital, and we’ve no reason to think that the market is running short. The big managers have captive risk retention funds with plenty of firepower. It’s ironic that the much-despised risk retention rules have actually led to a more stable and resilient market, though not through the mechanism by which they were intended to operate.

CLO equity and deep mezz investors generally have stable funding and committed LPs willing to take a long-term perspective. New managers coming to market often have equity committed for the first few deals; even smaller managers often have long-term partnerships. Fundraising for all risk assets has been harder in 2022, with the possible exception of distressed debt; CLO equity has seen some brutal mark-to-market moves but distributions have been resilient.

But with little likelihood that the basic supply-demand issues, and thus the CLO arbitrage, will be resolved in the short term, why would any thoughtful LP commit in size to a fund supporting primary CLO issuance? The answer is probably that it’s not just a trade; if you think the market works at some point in the next five years, and it will give returns that are superior to almost anything else in the fixed income universe, maybe it’s still worth it.

Structural change

There are only so many moves you can make in CLO structuring, but 2022 has seen most of them tried.

From a baseline of one CLO manager printing static transactions (Palmer Square), we now have five. From a baseline where most CLOs had 1.5 year non-call / 4.5 reinvestment periods at the end of 2021, we’ve had 1/1, 1/2, 1/3, 1.5/4.5, 2/5 scattered through the year.

It’s not like every manager went short or long at once; often the same week has brought a spatter of different term structures, driven largely by the preferences of large investors whose anchor commitments could make or break transactions.

Maturity was in focus because the broader environment this year meant it has suddenly became a problem.

Pricing equity’s reset optionality has always been a key challenge of CLO investing in the 2.0 era, but in a background of low rates, you could count on a fairly regular refinancing flow of underlying loans. A healthy M&A backdrop meant secondary buyouts; a healthy loan market meant re-leveraging transactions were on the table, even if credit spreads happened to be wider or tighter at some points in time. That means deals that were allowed to lapse into amortisation, of which there were few, would pay down relatively briskly.

But 2022 changed the refi game. Sponsors could not refi some portfolio companies, would not pay up to refi others, and, as the year draws to a close, amend-and-extend seems more popular than outright par refinancing. All those TLBs with seven year maturities now look like they’ll be running to five years at least. CLOs in amortisation are going to be hanging about for a while, and current liability spreads mean CLOs in reinvestment can’t extend their runway. CLO investors that bought eight-year WAL bonds expecting to get reset in a couple of years are now in for the full term.

No senior investor seriously thinks they have credit risk, but they have always had to navigate extension risk — so now they are getting serious. The 1/1 structure strips all the equity optionality away to give debt investors, particularly at the triple-A level, the certainty they now crave.

Even at the back end of 2021, mezz investors were querying some of the more complex maturity-related terms — who can grant WAL extensions, for how long, and under what circumstances? What exactly are the WAL test mechanics? How do documents treat extended deals, or restructuring-related obligations?

The single-B tranche widened and widened in the early part of the year, then morphed into a turbo tranche in a couple of deals (some cash that would have dropped through to equity goes to single-B instead) and by the end of year had almost disappeared, with almost every deal having a “delayed draw” single B. This option was pioneered in the post-Covid era, and allows managers to issue the tranche if and when the market improves, without having to re-document or reset entire deals.

One wonders if the hangover of delayed-draw tranches in primary is significant enough to weigh on broader single-B spreads — investors in the tranche know that if they chase bonds tighter it will encourage all of the deal sponsors with delayed draws to actually draw them down.

Statics and sprints

Holding fire on the single-B is a move that needs plentiful equity — for those with less equity available, static transactions beckon.

A static structure gets much better rating treatment (and opens the way to a Moody’s rating, uneconomic for most of the capital structure in an active deal), allowing far punchier tranching (32% rather than 39%+ triple A par subordination), and less equity supporting the same deal size. Rating agencies rate to the portfolio as it actually exists, rather than assuming managers will work their flexibility to the limit. Credit spreads aren’t necessarily much better, but the efficient structure does most of the work to bring the average cost of debt down, and the smaller equity contribution might allow reluctant warehouse equity to take money off the table.

Hard to call it a trend, but we also saw a single “print and sprint” transaction (that is, a deal where you issue liabilities against an empty vehicle and buy up extra cheap loans extra fast) priced this year, Carlyle 2022-3. We’re dignifying it with space in this lengthy outlook because there were plenty of other managers which looked at print and sprint, and lots of issuance came to market low-ramped by historical standards.

Unfortunately for the managers that had the firepower and the desire to do print and sprint deals, the European loan market is relatively illiquid, and exquisitely sensitive to motivated CLO buyers.

“Print and sprint” relies on loans being cheap to CLO liabilities, and the loan market got technically squeezed very quickly in the spring, closing the window almost as soon as it was open. Carlyle succeeded in getting a deal done, but relied heavily on the helpful trading desk of arranger JP Morgan to preposition some of the collateral.

The springtime flowering of issuance also brought a boost in fixed rate bond buckets for many managers. Classically bond-heavy shops like PGIM and Albacore kept their exposures, but managers with the more usual 10% ventured higher.

The trade was basically about taking advantage of bonds which had traded down further than loans from the same credit (because of the duration), which was sensible insofar as it builds par, but there’s no actual catalyst for these bonds to rebound in the middle of a central bank hiking cycle.

You probably get paid….but when?

Fixed rate hedging also became trickier in 2022. The thin investor base for fixed rate double A notes got thinner; a cunning alternative, adding a Euribor cap tranche into the structure, became more difficult as 2.5% Euribor became a realistic possibility rather than miles out of the money.

The structural efficiency of CLO liability stacks became highly constrained, so structuring became a question of optimising the stack for loans, rather than adding extra flexibility for bonds. As the year wore on, there were also more loans trading in the 80s, where most of the returns would come from pull to par rather than margin — so there is less need to go and explore fixed rate markets for dislocations.

Bank backers

At the top of the capital structure, the main structural ‘innovation’ has been the loan note. This isn’t new (there were a rash of loan note deals in spring 2021, with treasury books at Bank of America and State Street preferring the format) but it has been a firm feature of the market in 2022.

In European CLOs, these have mostly been sub-€100m tickets, with a few exceptions (Blackstone’s Clonmore Park, Tikehau VII, Ares XVI) — so insufficient to anchor a deal, but are orders worth having nonetheless. As the presence of a loan note becomes normal, why not offer investors their choice of format, even if they’re only bringing €25m? The docs become a little more complicated, and it requires a separate “Class A Facility Agreement”, but in this market, every little helps.

Perhaps more significant than the actual format is the increasingly tangled relationship between arrangers and senior investment. Showing up with a sizeable anchor ticket is a time-honoured way to win deals — witness Standard Chartered’s string of co-placement roles in 2021 and this year — but increasingly in 2022 the process has run the other way.

Arrangers which aren’t normal balance sheet banks have been committing capital to get their deals over the line, either in loan or bond format. Goldman Sachs, for example, lent the A-1 loan in Barings 2022-1, priced in October. Bank of America, on the sidelines for much of the year, backed the latest Ares transaction with a big anchor, probably through the loan note. Société Générale has been buying (and winning a round of European mandates). Banks which already had a CLO book have increased it; banks which didn’t have stepped in.

The money in question does not necessarily come from banks’ treasury or liquidity books, the historical sources of CLO senior demand (and still the capital source for CLO investors like AIB and Investec). There are plenty of big treasury tickets around still; Citi, JP Morgan CIO and Barclays are all still active. But this is supplemented by investment from the global markets divisions which generally also house CLO trading and structuring.

It’s partly a function of value; the capital requirement and risk-weights of senior CLO tranches haven’t changed, but the returns on offer are much better now. The bonds are genuinely floating rate, and they’re floating at pretty decent levels. One can debate indefinitely whether CLOs offer better risk-adjusted returns than other senior securitised products, but they’re one of the juiciest triple-A products out there.

The question for 2023, though, is whether this capital pool sticks around. The value is good, but most of the positions from earlier in 2022 are clearly underwater, which generically makes it harder to pry open funding lines for a new round of purchases.

Japanese bank investors, especially the big daddy of them all, Norinchukin, are also much under discussion. NoChu has been present in primary this year, buying a deal from Investcorp, and lining up a ticket for CVC Credit (blown off course by the LDI sell-off).

Year-end for Japanese accounts is the end of Q1, so there’s a potential upside surprise if the new investment year brings Japanese triple A anchors in size to chase spreads back inside 200 bps.

Credit issues?

Credit picking is supposed to be the CLO manager’s credo in good times and in bad, but in good times, let’s be real, the business of levering up 200 bps of excess spread and not losing money isn’t that hard.

2023, though, is when it gets real, as recession bites on the balance sheets of over-levered PE-owned portfolio companies. Earnings season hasn’t been too savage this year, but that’s backward-looking….in 2023 the pain will likely flow through.

The investing themes of avoiding cyclical industries, looking for market leaders with pricing power, looking for successful pricing pass-throughs set the tone for much of 2021 as well as this year. Investors have been trying to parse the effects of an energy crunch in Europe, some of which is obvious (gas costs for paper producers), some rather less so (will an air fryer boom at PDA prove a flash in the pan?).

Hedging energy costs sounds good on paper, but energy prices have gyrated wildly this year, and some companies might have locked in costs at the top. Summer was a nervous time for autumn hedging, but the warm October and November meant you’d have generally been better paying spot. The cold snap hitting Northern Europe at the time of writing, however, has refocused attention on the energy issue — so it’s not simply a question of hedged or unhedged, but what kind of hedge at what price and when?

Unlike in the post-pandemic period, rating agencies have not unveiled downgrade carnage on the market…..yet. Triple-C buckets are definitely ticking up, as refi questions become more urgent and more challenging for some borrowers, and the inflation-exposed get smacked around. Expect much more of this in the year to come.

It’s debatable how much CLO tranche investors ought to worry about rising Triple-C buckets.

By design they’re a way to monitor and limit the credit risk of a portfolio, so generically less credit risk = good for debt. But the actual mechanism by which they operate (triple-C exposures in excess of the 7.5% bucket erode junior overcollateralization, by switching off cashflows down the stack) tends to benefit investors high in the stack by deleveraging the deal, especially in an environment where extension risk stalks the land.

A high triple-C bucket can also be a sign of willingness to manage through the cycle, or to take on challenging credit situations rather than running at the first sign of trouble. If you sell beaten up loans at 85 to buy decent stuff at 95, you burn par, which might not be good for anyone.

So far, most European LevFin car crashes seem to be of the slow motion kind. 9fin, of course, has a distressed watchlist should you wish to stay ahead of the issues, but most of the names on it have been struggling for some time. Prices have mostly melted rather than collapsed.

This gives CLO managers a chance to use their traditional remedy and sell underperforming assets, but this has not been a universally successful choice. If you sell a deteriorating credit at 85 to buy a different name at 85, you might have just exchanged a bad business which you understood for a bad business you didn’t.

Pockets of value

Where there are pockets of value, it’s partly because of the oddities of the CLO structure. Don’t lose money is the par loan investor’s primary commandment, but with the generic CLO arbitrage at its lowest level in years, getting some margin in the door is also critical to maintaining equity returns.

Unfortunately, the high margin, low OID transactions CLOs crave are the opposite of what’s been on the menu from the investment banks. For much of 2022 the major leveraged finance underwriting houses have been trying to shift low margin deeply discounted loans underwritten against a firmer backdrop.

In other words, there’s been a disconnect between the normal buyers of loans and the normal sellers, which has been filled by private debt funds, credit opportunities, special sits, and even funds raised specifically to take down hung bridges. The market moved between open (at a price) to closed, and back to open (at a price) several times in the course of the year, depending on macro optimism, Fed pivots, inflows and other curiosities. But since the Russian invasion, there has never been a consistent firm flow of new money LBOs at levels that were pleasing to newly issued CLOs. Bid and offer never really came together like they do in a functional market.

The quest for margin over all has also left several decent credits out in the cold. 9fin wrote about Stark and Ahlsell, two building materials firms that had exceeded all expectations…but also tripped through their margin ratchets, leaving the facilities paying <300 bps. That’s not workable in the current CLO liability environment, so these assets trade cheap. There’s a sweet spot for CLOs, and single Bs <300 ain’t it.

All this assumes you can actually trade at all. The case of GenesisCare is only the most egregious example of a restrictive whitelist, an innovation the more supine European leveraged loan market accepted during the boom times. Sponsor KKR has simply refused to allow CLO investors to sell their positions to the distressed funds which were clamouring to get information and a negotiating position over the fate of the cancer hospital group. As a result, the loans traded down much further than they needed to (into the mid-30s) — the natural buyer base was kept out, and few CLOs had appetite to add loans marked at 60 and headed lower.

That experience will likely force further focus on trading / voting restrictions, as well as on egregious margin ratchets (a bugbear even in 2021) — but that’s not much use for the already outstanding loans which back most of the CLO market.

Hello amortisation

So what does of all this mean for 2023? Well, the lack of LBO raw material remains palpable, but it’s no longer obvious that private credit will eat the world.

Poor public market conditions have belatedly caught up to private credit; one of the biggest single funds out there, Blackstone’s BCRED, has limited redemptions, and the days of glorious billions of new fundraisings are behind us. There are still funds to deploy, in the right sectors, in the right credits, at the right price. But it’s not like private credit is a bottomless pit threatening the viability of syndication. It’s more that economic uncertainty, rising rates and rising credit spreads have hurt the underlying M&A pipeline so badly that there’s not much new to finance.

Bankers expect that the early part of next year will be dominated not by new money, but by amend & extend transactions. These will slowly and mechanically crank up collateral spreads for those CLO vehicles that can participate, though rather more slowly than if these deals were simply refinancings at market levels. Good credits can address their maturities now at acceptable cost; struggling borrowers might need a more nuanced combo of stick and carrot.

If these A&Es are structured right, they’re probably a good thing for the CLO market. As research from Pearl Diver Capital, an investor deep in the CLO capital structure argues, A&Es should deliver what everyone needs…..juicier economics for the CLOs still reinvesting, and a par payoff and amortisation for those stuck after reinvestment period.

Speaking of which. 2023 will bring the acceleration of the trend already seen in 2022, that of deals exiting their reinvestment periods. Deals issued in 2018 with five year reinvestment periods, of which there were plenty, will roll off in 2023, pushing them into amortisation, and imposing limits on, well, reinvestment.

For the first time in the 2.0 era, a meaningful proportion of the leveraged loan universe will become effectively passive, able to sell or accept maturities but not to purchase new issues or roll into refinancings.

How long this lasts, and how equity holders exercise or do not exercise their optionality, will shape the CLO market in the year ahead. Lots of call decisions would be a good thing, loosening up leveraged loan liquidity, reallocating assets to those that need them to construct new portfolios. But even if the end of year rally holds (most seem to think unlikely), most of the portfolios are underwater, bought at par or 99 and likely to trade in the mid-90s. Equity distributions for the 2017 and 2018 vintages have been decent, but proceeds from portfolio sales will surely prove disappointing.

Perhaps the warning sign for a shakeup is the acceleration of trading in CLO equity (the week beginning 5 December already saw elevated levels). If you can buy equity at a deep enough discount, there’s a trade to be done exercising the call and selling down the portfolio. But then, if distributions are still holding up, what investor is going to be motivated enough to dump their equity holdings at attractive levels?

Dealing with distress

Heading into a recessionary year, CLOs will need to handle more and more loan borrowers becoming distressed — and potentially, aggressive confrontations between sponsors and their creditors. To that end, most CLOs issued since 2020 have flexible language allowing the vehicles to participate in “Loss mitigation obligations” (new money facilities for distressed borrowers). In 2022, CLOs added a further tweak allowing them to participate in “Uptier Priming Debt”, beginning with Bain Capital Euro CLO 2022-2.

Here’s a 9fin Educational from our legal team, looking at different forms of senior and priming debt, with a focus on leveraged loan docs.

The Uptier Priming language drives at the same concept as Loss Mitigation Obligations — in certain restructuring situations, sponsors may seek to use collateral pledged to first lien lenders (i.e. CLOs) to secure new super senior debt to get them through a period of distress. If CLOs cannot participate in this new money, they will be primed (pushed down the pecking order) by funds that can play (so-called “creditor-on-creditor violence”.

In both cases, the goal is to give CLO managers the flexibility to protect their position in a restructuring situation — especially important given the deterioration of loan documentation over the period 2016-2021, which will cover nearly all obligors in a CLO portfolio.

Most of this flexibility is, however, untested in a European context, and there are real wrinkles in exactly how the CLO documents are drafted. The biggest divide is over whether CLOs can use interest, or principal as well, to participate in LMOs or Uptier Priming Debt…..using interest diverts cash from equity, but principal erodes par, and could delay amortisation.

This flexibility also sets up a big divide in the CLO universe between those vehicles with the language in place and those issued pre-2020 (which will make up most of the CLO falling out of reinvestment next year). Most large managers will have some deals on old docs and some with more contemporary language, which might have directly opposed interests in a restructuring situation.

It would be smart to deal with this situation sooner rather than later, but that’s not human nature. Instead, expect that following the first big and nasty loan restructuring in Europe there will be a rash of consent solicitations in the CLO universe seeking to add this flexibility into old vehicles.

Cockroach market

If 2022 shows anything, it’s that the CLO market is remarkably resilient. A stiff breeze is enough to shut off the flow of European CRE securitisations; but even the Russian invasion of Ukraine, a brutal rates cycle, impending recession and a pension fund puke has barely limited the flow of new CLO supply.

It seems unlikely that conditions turn a corner in the early part of 2023, but the remarkable resilience of the market this year proves that’s not necessarily an obstacle. CLO investing will remain difficult and complex, more so than ever at the bottom of the capital structure as interest deferrals and increasingly impaired collateral pools become a problem in the year ahead. Manager and deal selection will become even more critical in this tough environment.

But the market will still be there, waiting for things to get better, and there are potential upsides to come. Rates stability might bring the return of M&A; new tranche investors will see the value; existing investors could increase allocations. The institutional support for the market, from the increasingly large manager community and from active and motivated arrangers will continue.

Perhaps 2023 won’t see an instant turnaround, but here’s hoping for a strong H2.