Leveraged finance, an area of banking typically used by private-equity firms to raise debt for acquisitions or recapitalizations, is in the midst of a “golden age,” according to Jeff Cohen, the head of leveraged and acquisition finance at Credit Suisse.
Cashed-up private-equity firms from KKR to Blackstone are making a spate of acquisitions amid attractive conditions for borrowers — thanks to rock-bottom interest rates. Investors starved of meaningful yield in the fixed-income markets, meanwhile, are more willing to buy riskier, leveraged loans and high-yield bonds in their search for returns.
In light of this backdrop, high-yield bond and leveraged loan markets have reached a collective $3 trillion, according to S&P Global Market Intelligence.
That’s triple what bankers estimate the two asset classes were worth in the early 2000s, before the housing crisis. And the market’s growth is only poised to swell further as dealmaking continues to ramp up.
This year through September 27, $1 trillion worth of transactions have taken place in the leveraged-loan market, up from $840 billion for the whole of 2020, and $993 billion a year earlier, according to Refinitiv. High-yield bond volumes are currently $377 billion this year, on pace to match last year’s $406 billion, and well ahead of the $263 billion raised in 2019.
What they’re charging
Fees vary depending on the type of transaction, but sources said banks are on track to pocket a minimum of $7.5 billion in leveraged-finance transaction costs this year.
That’s roughly inline with the $8.5 billion in fees banks pulled in last as demand for low-cost debt rose, according to Dealogic. In 2019, banks raked in $5.3 billion in leveraged-finance fees.
The standard fee rate for a dollar-denominated LBO is usually 2.25% for a loan and about 3% to 3.5% for a bridge loan and subsequent bond sale to investors, bankers said. Riskier loans that sit lower on a company’s capital structure, known as second-lien loans, earn banks between 2.5% to 2.75% in fees. Investors in second-lien loans are repaid after first-lien debt holders, and are at higher risk of not being repaid if a company defaults on its debt.
Sometimes, fees can be squeezed by 0.25% to 0.5% if direct lenders offer a borrower a competitive rate. And large transactions worth billions of dollars can be done for less if several banks are involved.
Fees dip for repeat business, like when a borrower wants to refinance existing debt with their relationship banks. Loans like this typically produce 0.75% to 1.5% in fees, sources said.
Sign of the times
Healthcare supplier Medline’s record-breaking $34 billion buyout by Blackstone, The Carlyle Group, and Hellman & Friedman in June is proof for many that big LBOs are back — and here to stay.
It’s the biggest private equity-backed LBO since the 2007 to 2009 financial crisis, which stifled investors’ appetite for risk as markets tumbled and governments cracked down on excessive debt loads.
Medline’s $17 billion debt package comprises a $6 billion leveraged loan and a $1 billion-equivalent loan in euros. The financing also includes $4 billion in unsecured bonds, $3.8 billion in secured bonds, and roughly $2.2 billion in commercial mortgage-backed securities, sources familiar with the terms said.
Bank of America beat a suite of peers to nab the Medline mandate, but leveraged finance wasn’t always dominated by US lenders with large balance sheets.
Defunct investment banks like Drexel Burnham Lambert and Lehman Brothers were once trailblazers, while European banks muscled in through acquisitions of US firms like Bankers Trust and Donaldson, Lufkin & Jenrette (DLJ).
The implementation of Dodd-Frank in 2010 then placed strict regulations on how much debt big, money-center banks could take on, opening the door for the less-regulated banks like Jefferies and private-equity firms like KKR to shakeup the asset class.
Insider talked to some of the industry’s stalwarts, as well as smaller shops that are looking to climb the rankings and disrupt the Wall Street status quo. These are their stories, as well as what they’re seeing in the leveraged finance market and their predictions for what lies ahead.
Head of leveraged and acquisition finance, Credit Suisse
Jeff Cohen learned leveraged finance at some of the asset class’ strongest franchises. In 1997, he joined Bankers Trust in Los Angeles, before moving to Donaldson, Lufkin & Jenrette (DLJ) in 2000. DLJ was acquired by Credit Suisse later that year.
Cohen worked at DLJ at a time when it housed some of the brightest minds in leveraged finance, including Tony James, who’s now an executive vice chairman at Blackstone and Moelis & Company founder Ken Moelis, and Bennett Goodman, the ‘G’ in Blackstone’s GSO Capital Partners. GSO was rebranded Blackstone Credit last year.
James was particularly astute at dissecting a company’s credit story, Cohen said. It’s a critical tool when determining whether or not to lend to a leveraged company, and James was generous in sharing his insights with other bankers at DLJ, according to Cohen.
One investor told Insider that a deal led by Cohen’s team at Credit Suisse is often tied to a “must have” loan or bond, while his banking peers earmark the Swiss lender as one of the fiercest competitors in leveraged finance.
As for the growth of the market, Cohen said big transactions were “emblematic”of where the market is headed. Financings have grown as private-equity funds have amassed more capital.
“We used to do a lot of deals for buyouts between $500 million and $700 million. Now it feels like we’re doing more in the $2 billion to $3 billion range,” Cohen said.
Some of Credit Suisse’s highlights this year include a $1.8 billion loan funding Apollo’s $5 billion buyout of arts and craft retailer Michaels in April. In February, the Swiss bank led roughly $6 billion in bond and loan financing for investment firm TPG’s purchase of DirecTV assets from AT&T.
“It’s somewhat of a golden age for leveraged finance. At Credit Suisse, we’ve focused on this space for the past 20 years and it’s an investment that’s paid off,” Cohen said.
Global head of acquisition finance, Goldman Sachs
Goldman Sachs’ leveraged finance business has been run by some of its most storied employees. President John Waldron held the reins from 2005 to 2007, and CEO David Solomon before that.
Christina Minnis, who joined Goldman’s leveraged finance arm from Bankers Trust in 1998, is also pivotal to the Wall Street giant’s surge in debt-fuelled dealmaking this year.
Sources told Insider that she’s one of Wall Street’s most highly regarded women on Wall Street, known for her acute attention to details on deals.
While at Bankers Trust, Minnis worked alongside some of the investment banking world’s heaviest hitters including Ted Virtue, CEO of private-equity firm MidOcean Partners, and Tom Connolly, who today co-leads private credit investing for Goldman’s merchant bank.
“I grew up at one of the old leveraged-finance houses,” Minnis said of her time at Bankers Trust. “Goldman hired me when they started to build the team. We’ve taken it from a very small business to a preeminent acquisition-finance franchise.”
The bank financed Thoma Bravo’s $10.2 billion acquisition of software company RealPage in April. That same month the private-equity firm worked with Goldman to finance its purchase of cybersecurity company Proofpoint.
These deals were also helped by Minnis’ meaningful partnership with Goldman’s merchant banking arm. Akin to a direct lender, the merchant bank’s ability to cut large checks for private-equity sponsors looking to do deals quickly and discreetly has been pivotal in helping Goldman win more business.
Now, Minnis has set her sights on securing business from smaller, so-called middle-market companies. Particularly those looking for financing to fund acquisition plans.
“We’ve a real desire to invest in companies that fall into the middle-market. We’re aggressively growing that piece of leveraged finance and have more to do there,” she said.
Partner and head of debt capital markets, KKR Capital Markets
KKR Capital Markets has been a disrupter on Wall Street over the last five years. It competes with investment banks, selling syndicated loans to multiple investors, while also utilizing KKR’s private-credit arm to underwrite debt that competes with the opaque direct-lending market.
The group has climbed to number 17 in the US leveraged-loan league table so far this year, from 37 in 2016, according to Bloomberg.
And Cade Thompson, partner and head of debt capital markets, has been at the center of the firm’s growth since he joined in 2011 from Goldman Sachs.
He’s helped morph the business from a financing arm for KKR’s portfolio, to a capital-markets platform that can also fund competing private-equity firms’ acquisitions, something known as third-party business.
“We committed more capital to support third-party deals in the first half of this year than we have in any prior calendar year,” Thompson said.
While KKR’s bread-and-butter remains funding its own portfolio companies, the firm’s work with competing private-equity shops has forced the Street to take notice.
Rival buyout shop Apollo hired former KKR exec Craig Farr to form a new capital-markets business similar to what Thompson leads, the Wall Street Journal reported in May.
“I expect a multitude of parties to try to build, in different and perhaps more limited forms, the business we have on the capital-markets side,” Thompson said.
Digital health service Virgin Pulse, for example, appointed Thompson’s team to lead a $755 million leveraged-loan deal in March that funded a dividend to the borrower’s private-equity owner Marlin Equity Partners. In April, KKR Capital Markets coordinated a $600 million financing for thrift store Savers, which funded a buyout by investment firm Ares.
Both deals also highlight KKR’s private-credit arm, and how its lending capabilities can filter business to the capital-markets team.
On an earlier deal for Virgin Pulse, KKR Credit was a sole lender to the company. As for Savers, KKR backed $590 million of debt alongside Ares in an earlier transaction, according to sources.
“We can deliver a menu of alternatives, including various forms of principal credit or traditional underwriting. That’s powerful, especially in complex situations,” Thompson said.
Co-head of US leveraged capital markets, Deutsche Bank
Alexandra Barth, a Deutsche Bank-lifer, has ticked off a series of achievements in her 22-year career at the German bank.
She joined the media and telecoms team in 1999 before moving to the leveraged-finance unit in 2002.
Since then, she’s helped raise more than $100 billion for borrowers, and in the last two years, has contributed to over 20% of the leveraged-finance arm’s profit & loss statement.
When Barth was promoted to managing director in 2010, she was one of the youngest MDs at the bank. Just four years later, she was named a co-head.
Bankers at rival institutions said a large part of Barth’s success in leveraged finance comes down to her astute credit analysis, particularly when discerning a borrower’s ability to repay debt. This is an important factor when considering that high-yield bonds and leveraged loans live in the riskier corners of the credit markets.
“In our view, this is exactly what we’re good at – structuring deals that have secular challenges. We’re not afraid to use our balance sheet on innovative deals, if we think we can deliver the right solution for our client” Barth said.
Take Deutsche Bank’s work on a roughly $3.3 billion financing for specialty chemicals business Lonza Specialty Ingredients in April. The deal, which funded the company’s sale to private investors Bain Capital and Cinven, incorporated bonds and loans in US dollars and euros. The bonds also included sustainability targets for the firm, the first time a sustainability-linked bond was used in a leveraged buyout, Barth said.
Barth’s team has also worked on complex financings for companies hit by the pandemic. It helped Apollo acquire Great Canadian Gaming, and it helped amass some $3.5 billion in debt to support casino operator Bally’s acquisition of online gaming group Gamesys.
Co-head of debt capital markets for North America, Citi
John McAuley, the co-head of Citi’s North American debt-capital-markets business, is braced for a deluge of activity in the coming months, akin to a level he’s not seen in his 21 years at Citi.
“It’s remarkable how busy it is versus any point in our career. Whether it’s [private-equity] sponsors, corporates, or us on the sell-side, no one gets the sense that it’s slowing down,” he said.
To help facilitate that business, McAuley’s willing to deploy Citi’s vast balance sheet to support companies that need a bank to underwrite a big check in a short timeframe.
When Nasdaq-listed drug research firm ICON bought PRA Health Sciences in February, Citi provided $6.3 billion to support the roughly $12 billion acquisition.
That’s a mammoth check for one bank to underwrite, but McAuley’s sales team at Citi was on hand to sell the deal to investors in the capital markets.
The debt was arranged into a $5.2 billion leveraged loan and a $500 million bond in June, and over 125 investors bought a piece of the financing, sources familiar with the transaction said.
A deal of this size illustrates the power a balance sheet can have in acquisition finance. To be able to structure it and sell it into the leveraged capital markets just months later also underscores Citi’s vast sales resources.
“We’re truly at our best and most competitive with large, complex, multinational corporate acquisitions,” McAuley said.
Managing director and co-head of global fixed-income syndicate, Barclays
When Barclays purchased Lehman Brothers’ investment-banking arm in 2008, it married the UK bank’s hefty balance sheet with Lehman’s rolodex of financial sponsors – the ideal cocktail for a strong leveraged-finance business.
Barclays also snapped up Peter Toal, a 13-year veteran of Lehman, who earned his stripes at storied leveraged-finance houses Kidder Peabody and Drexel Burnham Lambert before that.
Today, Toal co-leads Barclays’ global fixed-income syndicate desk, with a specific focus on leveraged credits.
While private-equity sponsors remain a lucrative part of investment banks’ strategy towards leveraged finance, it’s Barclays’ work with corporate borrowers, particularly those hit hard by Covid-19, that stood out in the last year.
Barclays helped US air carriers, including Delta Air Lines and American Airlines, raise over $11 billion since the onset of the pandemic. It also helped Hertz – the bankrupt car rental company that cost renowned investor Carl Icahn $1.6 billion – finance its way out of Chapter 11 last year.
Barclays backed hedge fund Certares’ bid for Hertz, and worked with Apollo on the financing.
In essence, it was emblematic of the current leveraged-finance market that incorporates Wall Street banks with cashed-up investment firms.
Amid the competitive landscape of leveraged finance, Toal’s goal is to stay firmly in the top five, and possibly crack the top three of banks committing to the asset class.
“There’s a lot of focus on the leveraged-finance business internally. And we’re not taking our foot off the accelerator. We think the market is growing and we are taking market share,” he said.
Co-head of leveraged finance and capital markets, RBC Capital Markets
RBC Capital Markets has worked with some of the leveraged-finance market’s most well-known private-equity sponsors.
Sponsors are a vital element of leveraged finance, and for RBC, it’s a move that will undoubtedly aid its ambitions in the US.
“Our aspiration over the next three-to-five years is getting to the top five of all leveraged-finance providers. That was part of the reason I came over from Bank of America,” John Cokinos, RBC Capital Markets’ co-head of leveraged finance and capital markets, told Insider.
Under Cokinos, and RBC’s Co-Heads of US Investment banking Jim Wolfe and Matthew Stopnik, the Canadian bank has carved out deals for the market’s best-known private-equity sponsors.
RBC led Apollo’s purchase of Verizon Media, a $5 billion deal that included Yahoo and AOL in May. The bank also worked with Blackstone on its $4.7 billion deal to take air support services firm Signature Aviation private in February.
Cokinos cut his teeth at Lehman Brothers for 10 years, before moving to Bank of America where he ran leveraged capital markets.
There’s nothing “plain-vanilla” about leveraged finance and that’s what has kept him in the thick of the asset class since 1997.
“You’ll never work on the same deal twice. Every deal has some complexity to it, whether it’s a credit or structuring issue, or an unfavorable industry at the time,” Cokinos told Insider.
RBC nabbed him in 2014 to build a business that can compete with the US and European banks that dominate the space.
It was a tough ask of the veteran banker given the foothold lenders like JPMorgan and Credit Suisse have in leveraged finance, but it’s a task that’s bearing fruit, particularly with the biggest private-equity firms like Apollo and Blackstone.
To be sure, RBC’s still a relative newcomer to the US leveraged-finance space, only really leaning into it after the 2007 housing crisis. Whereas, industry long beards like Deutsche Bank and Credit Suisse grew their leveraged finance businesses with acquisitions of Bankers Trust and Donaldson, Lufkin & Jenrette, respectively in the 90s.
Senior managing director, US chief of financial products, Macquarie Capital
Like his peers away from the big US and European banks, Steve Mehos is part of a cohort of experienced bankers upsetting the apple cart in leveraged finance.
He worked for Lehman Brothers for 15 years until its demise in 2008, and pivoted to Macquarie in the aftermath of the housing crisis.
Similar to KKR Capital Markets, Macquarie Capital can arrange transactions in the syndicated-loan market or directly lend through its principal-finance arm.
In fact, Macquarie’s principal-finance unit enjoyed a record second quarter this year, deploying nearly $2 billion in private credit.
Mehos, who runs the US debt-capital-markets desk, is competing with the money-center banks and direct lenders. And in a watershed year for leveraged finance, he’s snaring a trove of new business.
Over the summer, Macquarie Capital led five deals in the leveraged-finance market worth more than a combined $3 billion for private-equity clients like The Carlyle Group and BC Partners, among others, Mehos said.
Macquarie won these mandates ahead of powerhouses like Goldman Sachs and Credit Suisse, according to bankers. The Australian bank is proving another headache for big US banks alongside the burgeoning direct-lending community, these rivals said.
Mehos built the team alongside former Credit Suisse banker Kevin Smith who joined in 2009. And he’s done that, in large part, by aligning with Macquarie’s expertise in software, tech, aerospace and defense, gaming, and healthcare sectors, he said.
Next, Mehos has set sights on disrupting the European leveraged finance market, and is hopeful Macquarie’s home market of Australia will be a natural fit for the bank as institutional investors deploy capital in the country.
“The difference between us and the US and European banks is that they’ve had a longer track record. We’ve been doing leveraged finance since 2009. But as we do more deals, or do more reps, at some point clients will give you more leadership roles,” Mehos said.
Co-head of high-yield and leveraged-loan capital markets, JPMorgan
JPMorgan’s been one of the most consistent performers in the US leveraged-finance market, across both high-yield bonds and leveraged loans.
And Jenny Lee, who’s been at the bank since 1993, is a pivotal part of that consistency.
Investors who have worked on deals with JPMorgan’s leveraged-finance team told Insider that Lee’s experience and deep list of connections throughout the asset class would always have JPMorgan competing for the market’s biggest deals.
Indeed, JPMorgan was involved in the largest leveraged buyout since the housing crisis, the $34 billion acquisition of healthcare supplier Medline by Blackstone, Carlyle, and Helman & Friedman in June.
In August, Lee’s team also led a roughly $2.1 billion loan deal supporting private investment firms Clayton, Dubilier & Rice and KKR’s $5.3 billion buyout of software company Cloudera.
Lee joined JPMorgan after completing a Master of Business Administration at Yale in 1993.
In that time, JPMorgan’s lending and investment-banking capabilities have sky-rocketed as the firm acquired Chase and Bear Stearns.
JPMorgan declined to participate in this story.