Weak Credit Covenants

Victoria  Ivashina; Boris  Vallee

Working Paper | 2017

Weak Credit Covenants

Abstract

Using novel data on 1,240 credit agreements for large corporate loans, we show that while inclusion of negative covenants that restrict new debt issuance, payments, asset sales, affiliate transactions and investments is widespread, clauses that weaken these restrictions are almost as common. We measure the deductions for the core covenants in terms of their potential impact on overall leverage and show that they are large, and concentrated in already highly levered transactions. We analyze the cross-sectional variation in contractual weaknesses introduced through deductions and exclusions to negative covenants and show that such contractual provisions are characteristic of leveraged buyouts.

Keywords: Credit; Agreements and Arrangements;

Language: English

Format: Print

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Citation:

Ivashina, Victoria, and Boris Vallee. "Weak Credit Covenants." Working Paper, June 2017.

This case is a setting to discuss “loan to own” investment strategy that is often pursued by distressed investors. The aftermath of the 2007 financial crisis left many companies with poor liquidity and limited ability to obtain credit. One of these companies was Pierre Foods, a producer and distributor of processed and precooked protein products that had experienced several years of promising sales growth and held a leading market position. Despite this, 2007 saw Pierre foods adversely affected by a spike in production costs and unsustainably high leverage. This made Pierre Foods an attractive opportunity for Oaktree Capital Management, allowing them to employ its strategy of investing in distressed debt securities with the goal of leading a restructuring during which their debt investment would be converted into a controlling equity stake. The challenge of executing “loan to own” strategy is being able to identify ahead of the restructuring the debt layer that stands to become equity (the so called “fulcrum security”). Overall, this case can be used to understand unique elements of a representative distressed investment. It can also be used as a platform for discussing sources of value and risks associated with distressed investing.

There has never been a greater need for long-term investments. And it is increasingly unlikely that the public sector will be willing or able to fill the gap. Those best positioned to address the long-run needs are likely to be the pools of capital in the hands of pensions, insurers, sovereign wealth funds, endowments, and families. In addition to their long time frames, these institutions command enormous sums. Yet, in many cases, despite the abundance of capital and substantial need for returns, long-term investments have been problematic at best. Building on recent academic research, our own work, and many discussions with practitioners, this book outlines the key challenges facing long-term investments and suggests ways to address them. Over the past several decades, “private equity” has been the primary way in which longer-term illiquid investments have been made. In dissecting the motivations and actions of the key actors in the world of long-run investing, we have taken a careful look at traditional fund models, but we also analyzed other ways to pursue concentrated and long-term investments.

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Weak Credit Covenants

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