News Feature Archives - ÂŇÂ×¶ĚĘÓƵ Know More. Risk Better.® Thu, 11 Jun 2026 14:18:51 +0000 en-US hourly 1 /wp-content/uploads/cropped-favicon-512x512-1-32x32.png News Feature Archives - ÂŇÂ×¶ĚĘÓƵ 32 32 US Insight: Non-sponsored market’s edge is credit alpha for LPs /us-insight-non-sponsored-markets-edge-is-credit-alpha-for-lps/ Thu, 11 Jun 2026 14:18:51 +0000 /?p=37167 The post US Insight: Non-sponsored market’s edge is credit alpha for LPs appeared first on ÂŇÂ×¶ĚĘÓƵ.

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While it appears that deal flow is taking a pause in the private credit arena given headlines and market dynamics, pockets of activity do exist, and frustrated LPs may be turning to the non-sponsored market to find alpha.

To be sure, in the competitive sponsor-backed market, spreads have become increasingly tight and now are normalizing in the S+500-525 area, according to market sources. What’s more, oversaturation in some sectors has also given investors pause, leading them to look for new avenues of opportunity.

“The LP community is disappointed that core lending in their books has underperformed and that they’re overexposed to software and SaaS,” said Mustafa Humayun, partner and portfolio manager at Sagard Credit Partners. “They are frustrated and are looking for alpha in credit.”

Cue the non-sponsored market, which is historically not as competitive as the sponsor-backed market.

As such, those types of deals are hard to find, which may be why there’s more upside, sources say.

“The non-sponsored market is a less crowded game,” said Andrew Korz, senior vice president, investment research at Future Standard. “You’re not relying on PE sponsors to do the underwriting. From an asset manager perspective it can be more resource-intensive, but that can potentially lead to higher returns.”

Non-sponsored deals may be more complex, but as a result they can come with greater lender protections, such as personal guarantees from the company founder or owner, according to Korz. “Generally speaking, covenants tend to be more bespoke in non-sponsored transactions,” he said.

Many of the deals in non-sponsored market are founder- and family-owned and the retiring, and aging baby boomer generation is part of the reason there may be more deals coming to market currently, as those businesses are being put up for sale.

As well, many of the types of businesses that are entrepreneur-founded are “old school,” such as manufacturing, business services and consumer products, and therefore are not cyclical or subject to other broader market setbacks.

Yet, there are some trade-offs.

You don’t have the sponsor to make sure things are going well so it’s all hands on deck if things go wrong, Korz noted. “You’ve got to get in there to maximize the value of the loan,” he said.

Another pain point is the length of time it can take for deals to get done. “It may take three to five months to put together a transaction and close, whereas in the sponsor world it may take only a week or two,” said Sagard’s Humayun. “Lenders to non-sponsored companies have to earn their spread,” he said.

While pricing is determined on a case-by-case basis, the non-sponsored market typically comes with anywhere from 100bps to 300bps of extra spread to the sponsored market.

“It’s negotiated,” said Humayun. “Sometimes the spread comes in excess coupon or OID, or through heavy prepayment premiums.”

Krista Giovacco
krista.giovacco@levfininsights.com
+1 917 757 6399

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US Insight: CLO managers counter turbulent new-issue equity economics /us-insight-clo-managers-counter-turbulent-new-issue-equity-economics/ Fri, 29 May 2026 16:39:03 +0000 /?p=36720 The post US Insight: CLO managers counter turbulent new-issue equity economics appeared first on ÂŇÂ×¶ĚĘÓƵ.

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CLO managers are facing the worst new-issue economics in years, with BSL new-issue volume down 21% year over year. Thin leveraged loan supply, compressed spreads and high liability costs are keeping day one equity returns deep in the red, but the market is deploying a suite of countermoves to keep deals crossing the line. Captive CLO equity continues to drive most issuance, but as managers get creative third-party equity investors are starting to find opportunities.

CLO Triple A spreads continue to edge down and are pricing at an average of 121bps currently, according to LFI data. But as leveraged loan spreads are also compressing modeled equity returns remain stuck in the low-double-digit IRR range, according to sources. CLO equity returned negative 10% for day one arb and 11% IRR year to date through mid-May, according to BofA Global Research, which gives investors significant pause on new commitments.

“Equity has often been the limiter for growth of the CLO market; it’s now about access to loans,” explained Alex Danehy, head of US CLOs at Deutsche Bank. “The asset class can’t continue to print record issuance numbers over the long term, which would ultimately result in underperformance.”

Countermoves

Captive CLO equity continues to dominate the market, but investors are finding opportunities deal by deal. To attract first loss buyers, managers can pull several levers, said sources. The most common is a side letter that redirects roughly 5bps to 10bps of the management fee to the equity investor. Another option is a fee holiday, where the manager waives fees from closing to the first payment date. Those savings flow directly into the first equity distribution, the most important for IRR calculations.

Some managers also offer first payment guarantees, effectively collateralizing support against their fees to ensure a minimum initial payout. “The amounts stay modest, but the gesture shows alignment,” said a buysider.

While not purely a countermove, a handful of print-and-sprint CLOs pop up once in a blue moon, and this can result in a windfall for a manager and investors. In March, after the Iran war started, loans traded off roughly a dollar, a handful of attractive print-and-sprint deals emerged from opportunistic managers. Those managers with empty warehouses took advantage and built par, which made the deals more compelling for third-party equity buyers.

12% is the new 15%

The other thing the market is doing to keep deal flow going is recalibrating return expectations. Where equity buyers once demanded 15%-plus IRRs, sources say 11%-13% is now the more common range, given the challenging spread compression on the asset side. With portfolio spreads around 300bps or tighter, it is said to be very hard to think about generating returns north of 15%. “As long as LPs are aware that this is the new regime of spread targets, then the CLO equity machine will continue,” said a banker. “Marketing has become more realistic in this cycle, reflecting that credit is at historic tights across the spectrum.”

While 12% may be the new target, even that reduced level is a push for many managers. A CLO executive explained that getting low-double-digit returns largely depends on manager tier and negotiations: “It really depends on the assumptions used, but equity returns are hard to push into double digits at current creation prices with a mostly secondary ramped de novo portfolio and a low tier-two or less liquid shelf WACC, though low teens returns remain achievable with current tier-one WACC, favorable portfolio costs, resets and subsidies.”

The situation does seem to be improving. According to one banker, recent Triple A tightening has helped pushed modeled returns toward 13.5% in mid-May in some cases, a swing from below 10% just at the start of the month. That could reopen the market to sidelined equity buyers, although some LP buyers, such as pensions and endowments, are said to remain active.

One large CLO ETF fund sees a potential bull case for large, liquid Triple As tightening to 110bps (a level last seen in February 2025) as lower issuance compresses spreads, a floor that could materially improve equity profiles. Other CLO executives say Triple As need to compress even further to the low 100s to significantly motivate third party equity buyers.

Retail capital hunt

CLO equity fundraising is also moving cautiously toward a more balanced mix of institutional and retail demand. Interval funds mixing equity and junior mezz are emerging as the vehicle of choice for that, though most stay small and do not yet drive the market independently, said sources. The open question is whether retail investors will tolerate the liquidity constraints that come with these products, particularly after negative headlines around BDCs. How private credit funds handles that issue will shape the next phase for CLOs also. One skeptic for retail as an outlet for CLO equity said the 10-20 points performance variance between CLO managers makes locked in capital extremely difficult for the asset class, as opposed to a diversified strategy with small positions.

Multiple managers are building interval funds now. Early this month, MetLife’s PineBridge launched an interval fundĚý, joining VanEck in a push to broaden its investor base beyond institutional allocators. The VanEck CLO Opportunities Fund (CLOIX) is an actively managed CLO investment strategy that invests primarily in equity and junior mezzanine tranches of CLOs of BSLs. “There is interest in interval funds and private wealth distribution as additional sources of demand for CLO equity and related products,” said a CLO tranche trader.

Minority stakes

One dealer reported that half its pipeline involves third-party equity as minority investors. Captive vehicles only need to buy 51% themselves, so they look to place the rest elsewhere, sources said. A few buyers take majority pieces in new-issue deals, but that remains the exception. Roughly one buyer is visible to do true primary majority equity pieces, sources said. Managers have a long-term reason to accommodate outside capital. If they eventually need liquidity on a control position inside a captive vehicle, it helps to have investors who already know the platform and the portfolios. That depth supports future growth.

For control equity, tranche investors say the math doesn’t work, e.g., Triple As would need to reach low 100s to attract interest, said one credit hedge fund CLO tranche trader.

Discerning captive equity

Captive CLO equity continues to support the majority of new deals, but the volume is slowing, said sources. Bain and CVC renewed their captive programs, yet several small and midsize platforms are struggling. One deal lawyer noted some $300mn-$400mn captive raises have seen “diminished” LP interest. “No investor wants to reward low performance,” said sources. “Size matters — large platforms have the advantage of substantial workout teams.”

Performance will determine whether investors back a second fund. Some managers have navigated the environment well; e.g., maybe they missed First Brands but handled software well. Others landed on the wrong side of both those issues and now underperform. That sentiment also holds true for deep-pocketed parents: “No parent company keeps putting good money after bad indefinitely,” sources said.

Many of these captive equity funds carry four-year lives and are sitting roughly two and a half years in, so time remains. But eventually, if follow-on support fades, overall issuance will slow sharply as these unnatural buyers disappear, unless the arbitrage improves, or structures change enough to produce returns that work for third-party equity.

Given the headwinds for captive equity fundraising, cross-platform partnerships are emerging as another important source of equity support to grow a CLO business, said sources. Equity partnerships can help managers address “exit velocity,” which is a challenge, particularly for newer managers that are running out of initial investment funds.

Looking ahead

Investors and bankers expect the modest thaw in May to continue into June, but issuance is likely to remain below trend absent a surge in M&A-driven loan supply or rate cuts. Still, hope remains. The market appears spring-loaded: Natural cash buyers — pensions, endowments, and non-life insurers — continue growing CLO exposure and reviewing deals closely, positioning the market for a snap-back if the arbitrage normalizes.

David Graubard
david.graubard@levfininsights.com
+1 646 361 6095

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EMEA Insight: CLO managers’ software choices drive dispersion in Single B secondary spreads /emea-insight-clo-managers-software-choices-drive-dispersion-in-single-b-secondary-spreads/ Mon, 23 Mar 2026 12:18:46 +0000 /?p=34308 The post EMEA Insight: CLO managers’ software choices drive dispersion in Single B secondary spreads appeared first on ÂŇÂ×¶ĚĘÓƵ.

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Sub-investment grade tranches of European CLOs have widened in secondary to levels last seen during the spread blow-out that followed April 2025’s Liberation Day.

Average secondary spreads for Single B tranches topped 1000bps DM at the close of last week, and Double Bs approached 700bps DM, per Houlihan Lokey’s CLO spread indices, which track the most liquid bonds in each rating group.

Behind these averages is a significant dispersion between individual deals, which has reached record levels at the bottom of the stack.

Ranges currently span 950-1250bps for deals without distressed Market Value OCs (MVOCs), but go all the way out to 1400bps for deals under more significant pressure, or trade solely on cash prices, say sources.

The MVOC measures the cushion of collateral value available to support debt tranches, should a deal be liquidated.

Trading on MVOC

Much of the deal-level dispersion in Single B tranches stems from portfolio exposures to software companies, whose loan prices have slumped this year on fears of AI disruption.

CLO portfolio allocations to software vary significantly by manager, from close to zero to the high teens, with an average of approximately 7% in Europe.

“CLO portfolios with software exposure at the upper end of the range face greater pressure on their MVOC ratios, which directly impacts tranche pricing in secondary,” said Rondeep Barua, portfolio manager in the Alternative Credit team at Ninety One. “Depending on how a manager has navigated other recent market events, some deals may also be subject to a manager-specific premium.”

CLO managers across Europe have taken differing approaches to AI disruption risk and software. A panelist at this week’s FT Live CLO conference in London commented that some managers opted to “sell first and ask questions later”. Others say they have selectively added exposure to discounted names that they think were oversold.

Other challenged sectors, such as chemicals, plus idiosyncratic problem credits such as First Brands, have further weakened market MVOC levels in late 2025 and early 2026. The emerging energy crisis stemming from the Middle East war is adding another layer of uncertainty.

As a result, an increasing number of CLO Single Bs are now heading into negative MVOC territory. Recent BofAĚýĚýindicates that approximately 15% of European CLOs now have negative MVOCs, up from 3% in January and almost none in 2025. A “handful” of Euro CLO Double B tranches also have MVOC ratios below 100%.

While a negative MVOC increases that tranche’s price volatility – and even tradeability – it does not indicate an imminent loss for bondholders. Loan prices can recover, and CLO structures contain various cash trap mechanisms designed to protect bondholders.

On this point, the technology segment of the JP Morgan European Leveraged Loan Index has lost 4.86% year-to-date – but so far in March it has gained 1.49% in a partial retracing of its steps.

IG more resilient

Unlike the post-Liberation Day response – in which all tranches across the CLO capital structure widened in a knee-jerk reaction to broad market shock – the latest repricing of risk has been more concentrated in CLOs’ lowest rated tranches.

Triple As, for example, have widened to ~108bps DM on average, compared with wides of ~142bps in April 2025, according to Houlihan Lokey data, while Triple Bs have moved to ~315bps DM now versus 395bps last April.

See also:Ěý

 

Anna Carlisle
anna.carlisle@levfininsights.com
+44 (0)20 7469 0981

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US Insight: Loan volatility makes CLO equity interesting again at the JP Morgan Global Leveraged Finance Conference /us-insight-loan-volatility-makes-clo-equity-interesting-again-at-the-jp-morgan-global-leveraged-finance-conference/ Thu, 05 Mar 2026 22:15:07 +0000 /?p=33945 The post US Insight: Loan volatility makes CLO equity interesting again at the JP Morgan Global Leveraged Finance Conference appeared first on ÂŇÂ×¶ĚĘÓƵ.

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Sentiment at the 2026 JP Morgan Global Leveraged Finance Conference was surprisingly positive across many asset classes, and CLOs were no exception. While the ongoing issues with the software sector were a constant feature of discussions, so were the opportunities that lower loan prices could present, especially for CLO equity investors.

The packed conference, which took place in Miami from March 2-4, included a number of CLO panels among the issuer presentations and macro discussions, all dominated by software, the loan sell-off, and what both trends will mean for CLO liabilities in the secondary and primary markets.

“Software continues to be a theme in every conversation, but the message is getting out that CLO market participants shouldn’t use a broad brush to paint the entire software industry the same,” noted Steve Baker, Global Head of CLO Primary at JP Morgan, “The story is much more nuanced across CLO portfolios and there are many strong businesses that can excel with the advancements in AI.”

The market seems to agree with that, with new-issue BSL CLOs currently pushing ahead despite the choppy conditions, albeit pricing at wider levels. Three deals priced this week, with weighted average Triple A at 117-123bps (but note that these are often locked in weeks before the deal prices). CVC achieved the tightest Triple A execution so far this week with senior Triple As at 116bps (117 weighted average).

Looking at the pipeline, a large, liquid manager expects to price Triple As at 116 bps in the coming days, according to sources, but is talked with an OID of 0.5pt on its Triple B notes and 2pts on Double B notes. A newer manager saw its Triple A jump to 125bps Wednesday from 117bps Monday in pre-marketing, then improve to talk of 124bps Thursday morning, said sources, highlighting the current volatility.

The potential downside risk of software was highlighted across the panels, but so were the positive changes that the sell-off in loans could represent. One CLO manager said they had already repositioned their portfolios to be more nimble so they can take advantage of any relative value opportunities. And at least one large manager is said to be pre-marketing a print-and-sprint deal.

The change in market dynamics is especially impactful for investors in primary equity. According to Kris Pritchett, a Partner and Portfolio Manager at Ares, “CLO equity has had a rough couple of years, but today it is starting to look interesting again. You can now build a portfolio of loans considerably below par, while liability costs are close to multiyear tights.”

It isn’t just the day one arb that’s benefiting from the shift in market dynamics, but also longer-term return projections. “We’re starting to see some signs of life, with Triple As in the 122-123bps area.” noted Mike Nespola, senior portfolio manager and head of US CLO portfolio management at CIFC, “We can now model in flat loan spreads, maybe even some future widening, which also helps projected equity returns.”

The impact on existing CLOs is more nuanced, especially in the lower mezz. “The average CLO exposure to software is 15%, so it’s a widely held sector,” said Steve Page, a managing director at Barings. “Some analysts are suggesting a third of software names could default. But even if that happens, and even if the recovery is zero, most Double Bs are going to be able to withstand that. There is downside protection within the structure, but it doesn’t mean spreads aren’t going to go wider.”

Another investor pointed to CLO Double Bs in the secondary market as being a potentially interesting trade as they start to reach the low-90s, albeit one with a definite credit risk.

Secondary equity is an even more challenging place, but as one investor reminded their audience, part of the problem there lies in the widespread adoption of MVOC as a shorthand for equity valuation. Absent a default or LME, loans remain a par value product, and looking at secondary equity through that lens can give a very different valuation than MVOC.

Tom Davidson
thomas.davidson@levfininsights.com
+1 646 943 6231

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US Bankruptcy: Anthology – Chapter 11 Bookend /us-bankruptcy-anthology-chapter-11-bookend/ Wed, 04 Mar 2026 22:03:54 +0000 /?p=33926 The post US Bankruptcy: Anthology – Chapter 11 Bookend appeared first on ÂŇÂ×¶ĚĘÓƵ.

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Education technology companyĚýAnthologyĚýused chapter 11 to strip the bulk of its assets and reorganize around its Teaching & Learning division.

After selling off its Enterprise Operations, Anthology Reach and Student Success platforms, the company implemented a debt-for-equity swap of its prepetition super-priority debt, giving lenders control of T&L.

Judge Alfredo Perez of the US Bankruptcy Court for the Southern District of Texas confirmed the plan at a Dec. 12 hearing. The plan took effect Feb 27.

The road to chapter 11

Prior to the chapter 11 reorganization, Anthology operated in four segments:

  • T&L, which operates flagship product Blackboard Learn, a digital course design, assessment, grading and performance analysis service. T&L was by far the company’s biggest earner, bringing in more than half of FY 2025 revenue at $240mn.

  • Enterprise Operations, operator of Anthology Student, a software platform for managing day-to-day functions of academic institutions.

  • Anthology Reach, a provider of student enrollment, retention, advising, and career advancement services.

  • Student Success, giving students coaching services.

Anthology, owned at the time by Veritas Capital Fund, blamed its troubles on new competitors, declining college enrollment, reduced government subsidies and an aging product portfolio. Revenue declined by $80mn from FY 2023 to FY 2025 and EBITDA dropped from $33mn in FY 2023 to $4mn in FY 2025, and efforts to raise prices were met with “intense backlash” from customers.

The company took on its pre-bankruptcy debt load in 2024 through a liability management transaction, when its lenders repurchased nearly all of its first-lien debt and the company issued the lenders a new super-priority first-lien revolver and four-tranche term loan totaling $1.29bn in debt.

That restructuring was not enough to fix the company’s financial situation, and Anthology skipped interest payments in late 2024 and early 2025 amid a failed sale process. Talks with first- and second-lien lenders yielded a restructuring support agreement withĚý.

RSA in hand, AnthologyĚý.

The plan

The RSA set up a dual-track sale and restructuring process for the debtor. The company aimed to sell Enterprise Operations division, with Ellucian Co. signed on as stalking horse bidder, as well as the Lifecycle Engagement and Student Success divisions, with a stalking horse bid from Encoura.

Anthology would then reorganize around the T&L, with super-priority first-out lenders to receive 99% of the equity in the reorganized company, while super-priority second-out lenders would get the remaining 1% of common equity and 1% of new preferred equity. The lenders also had the option to drop their equity payout and instead share $59.4mn in cash for the super-priority first outs and $2mn for the super-priority second outs.

The company also set up a $35mn equity rights offering and a $15mn direct equity investment from the ad hoc group and aimed to raise another $22.7mn in equity financing.

The supporting lenders agreed to fund $100mn in debtor-in-possession financing to fund the case in exchange for a 9.5% backstop premium. The DIP was half new money and half a roll-up of prepetition debt. Judge Perez approved the DIP on a final basisĚýĚýafter the company reached a settlement that brought excluded lender Vector Investment Partners into the financing.

Later that month,ĚýĚýof the Enterprise Operations business to Ellucian for $70mn and the sale of Lifecycle Engagement and Student Success for $50mn.

°Őłó±đĚýĚýobjected to the planĚý, unhappy with the lack of payout to unsecured creditors, owed $20.8mn. In the following weeks, Anthology and the UCC settled the dispute. The deal amended the plan to create a convenience class of unsecured creditors, setting aside $1.75mn to give creditors payment in full on claims up to $10,000 and a recovery of 15% up to $100,000. The plan then put another $1.75mn in cash to pay general unsecured creditors, who would also receive half of the first $6.5mn in net cash recoveries from certain litigation.

Judge Perez confirmed the planĚý. The plan took effect on Feb 27.

Related documents:

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Pat Holohan

patrick.holohan@levfininsights.com

+1 917 654 0337

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Private Credit Under the Microscope: Separating Headlines from Structural Reality /private-credit-under-the-microscope-separating-headlines-from-structural-reality/ Thu, 26 Feb 2026 17:53:52 +0000 /?p=33694 Investor sentiment toward private credit has softened in recent months after a prolonged period ofĚýstrong growthĚýand capital inflows. A combination of macro uncertainty, sector-specific concerns, and negative headlines has prompted...

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Investor sentiment toward private credit has softened in recent months after a prolonged period ofĚýstrong growthĚýand capital inflows. A combination of macro uncertainty, sector-specific concerns, and negative headlines has prompted lenders and investors to take a more cautious stance.

Several factors are contributing to this shift, including:

  • Potential disruptions to software borrowers and other sectors with meaningful AI exposure
  • Negative press surrounding Blue Owl and broader questions about liquidity dynamics in private credit vehicles
  • Concerns that rapid fundraising over recent years may have weakened underwriting discipline in parts of the market
  • Broader worries that a slowing economic backdrop could push default rates higher

Periods like this are not unusual in credit cycles. Market confidence can change quickly, particularly when headline events create uncertainty aroundĚýrelatively opaqueĚýasset classes. We saw a similar dynamic last summer following the “gradually-then-suddenly” bankruptcy filings of Tricolor and First Brands, which temporarily rattled investor confidence across segments of the private credit ecosystem.ĚýIn fact, in the four-decade history of the modern leveraged finance market there have been three significant default spikes: early 1990s when the original junk bond frenzy fizzled in the aftermath of the 1991 recession, the early 2000s when the combination of the dot-com bubble bursting and the terror attacks of September plunged the economy into recession and the Great Financial Crisis of 2008/2009. But, to paraphrase Nobel Prize winning economist Paul Samuelson’s famous quip, the market has called no fewer than seven more default spikes that failed to materialize since 1990 including (1) irrational exuberance of 1996, (2) Russian debt default/LongTerm Capital implosion of 1998, (3) Government shutdown/US Credit Rating downgrade of 2011, (4) retail-pocalyseĚýof 2014, (5) oil price crash of 2015, (6) rate tightening cycle of 2018, (7) Covid-19ĚýcessationĚýof 2020, and (8) Ukraine war/inflation spike of 2022-2023.

How the current environment evolves will depend on a range of macro factors — including economic growth, interest rates, and broader credit market conditions — thatĚýare impossibleĚýto predict. In response, many private credit managers are actively re-underwriting portfolios, particularly in sectors such as software where technological disruption is a growing consideration. An important part of that process involves placingĚýdocumentationĚýstrength and covenant protections under closer scrutiny. One area where this question becomes particularly relevant is covenant quality.

Private Credit vs. Syndicated Markets: Structural Differences Still Matter

On average, private credit documentationĚýremainsĚýmore protective than broadly syndicated loan (BSL) markets. Direct lenders typically negotiate within smaller lender groups, allowing for tighter controls and more customized protections.Ěý
Ěý
Two structural areas highlight this distinction:

Baskets
Private credit software baskets are, on average, materially tighter than thoseĚýobservedĚýin the syndicated market. For example, the average debt issuance limit for private credit software borrowers stands at approximately 1.6x pro forma EBITDA —Ěýroughly halfĚýthe 3.2x levels commonly seen in syndicated transactions.

Loopholes
Structural loopholes, such as the well-known “J.Crew” intellectual property transfer provision, appear far lessĚýfrequentlyĚýin private credit documentation. Our data shows this provision present in only about 2% of private credit software loans versusĚýroughly 23%Ěýin the syndicated market.

These differences are not academic. They translate directly into lender leverage during stress scenarios, recovery outcomes, andĚýultimately investorĚýreturns.

The Real Story: Dispersion Is Growing

Averages only tell part of the story, however.Ěý
Ěý
As capital flows into private credit accelerated in recent years, competitive pressures increased. Sponsors are negotiatedĚýfor greaterĚýflexibility,Ěýnew lenders are entering the market, and documentation quality is showing greater dispersion between the strongest and weakest deals.Ěý
Ěý
In other words, private credit may still be more protective on average — but not uniformly so.Ěý
Ěý
This dispersion isĚýlikely aĚýmore important structural development than any individual headline around liquidity or loan pricing. For allocators and lenders, understanding which dealsĚýmaintain strong protections — and which do not — is becoming a critical differentiator.

Perception vs. Reality in the Current Market Cycle

Historically,Ěýdocumentation strength—along with collateral coverage—hasĚýexerted a major influence on lender outcomes in distressed and bankruptcy situations.Ěý
Ěý
That is why covenant analysisĚýremainsĚýcentral to evaluating risk in both private and syndicated credit markets.

Why Data Matters More Now

As the asset class scales, anecdotal comparisons and manager marketing claims are no longer sufficient.Ěý
Ěý
Independent covenant intelligence — including tools such as Covenant Review and the broaderĚýÂŇÂ×¶ĚĘÓƵĚýanalytical platform —ĚýenablesĚýinvestors to move toward data-driven risk assessment.

By systematically comparing documentation across deals, sectors, and time periods, market participants can:

  • Benchmark underwriting discipline
  • Identify emerging documentation trends
  • Evaluate downside protections before stress occurs
  • Distinguish structural strength from marketing narratives

In an environment where capital is abundant but protections are uneven, information asymmetry creates both opportunity and risk.Ěý
Ěý
That is where rigorousĚýcovenant protectionsĚý— and the insight provided byĚýÂŇÂ×¶ĚĘÓƵĚý—Ěýcan provide lenders an edge in girding their portfolios against volatile times and potential increase in default rates.

To gain deeper visibility into documentation strength and deal dispersion, request a trial of ÂŇÂ×¶ĚĘÓƵ and explore the full platform.

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US/EMEA Post Petition: First Brands judge grants former executives partial access to D&O insurance proceeds for legal costs /us-emea-post-petition-first-brands-judge-grants-former-executives-partial-access-to-do-insurance-proceeds-for-legal-costs/ Fri, 09 Jan 2026 15:11:13 +0000 /?p=32196 Former First Brands GroupĚýexecutives partially prevailed in their motion to access funds from directors and officers (D&O) insurance policies issued to a non-debtor to cover their legal defense costs. Former...

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Former First Brands GroupĚýexecutives partially prevailed in their motion to access funds from directors and officers (D&O) insurance policies issued to a non-debtor to cover their legal defense costs.

Former First Brands CEO Patrick James, his brother Edward James, former CFO Stephen Graham and former Chief Strategy Officer Michael Baker filed a motion on Nov. 26 seeking to modify the automatic stay so that they can use proceeds of D&O insurance policies issued to a non-debtor, Mayfair Enterprises LLC, for their defense costs. The motion notes two policies: (i) an ABC policy with Berkshire Hathaway Specialty Insurance Company; and (ii) excess layers of D&O coverage with the Side A policy issued by National Union Fire Insurance Company of Pittsburgh (AIG Side A policy).

During a hearing today (Jan. 7), Judge Christopher Lopez of the US Bankruptcy Court for the Southern District of Texas found that the AIG Side A policy is not property of the estate, and he declined to lift the stay on the Berkshire Hathaway policy.

The unsecured creditors committee (UCC) and receivables purchaser Katsumi Servicing objected to the motion.

The UCC’s redacted objection held that the insurance policy was purchased as a “fortress” to protect James and his cohorts “once the jig is up,” and that granting access would consume proceeds that would otherwise be payable to First Brands’ estate or creditors with claims against the estate. There will be considerable litigation against James and potentially all of the movants, and there is no need to grant the relief given the “anticipated development” of the case, the committee said.

The debtor filedĚýĚýagainst James and other parties in November, alleging that James fraudulently secured billions of dollars of financing for the debtor and misappropriated funds to enrich himself and his family.

Katsumi argued that the majority of the policies and their proceeds are property of First Brands’ estates because they provide coverage to both the debtor and the executives. The policies are “wasting” policies that would reduce the amount of available coverage available to First Brands if any defense costs are advanced or paid, Katsumi said. If the movants and their law firms are granted “unfettered access” to proceeds of the policies, they could deplete the policy and leave the estate with no available coverage, they said.

UCC counsel Robert Stark said every dollar of claim that is paid by the policy is one less dollar of claim that is assertable and payable by the estate. There is risk of prejudice to the estate and stakeholders if coverage is advanced, Stark said. The risk is acute given the number of claimants, the allegations at plan, the adversary proceeding and the number of law firms already retained, he said.

If the executives use up the policy, creditors who assert claims for losses against the company won’t be paid, which will lead to the estate’s claim burden increasing, he said. First Brands is facing aĚý, and things like insurance are important when claims are being asserted against parties like Patrick James in an adversary proceeding, he said.

In support of the motion, the court largely heard from Graham’s attorney – Daniel Saval of Kobre & Kim. Any delay in approving the motion would cause immediate prejudice and deprive the movants of the ability to defend themselves by having access to the policies, Saval said. The movants face active litigation and investigations, and denying them defense costs will cause them irreparable harm, he said.

He described the arguments raised in the UCC’s objection as a “freewheeling appeal to equity,” and not based in fact or law. The policies and their proceeds are not assets of the estate, as Side A of the Berkshire policy provides coverage only to directors and officers, not the debtor, Saval said. There are no facts or legal basis to deny coverage, and courts don’t deny advancement of funds or favor leave based on speculative depletion and unproven allegations of misconduct, he said.

Saval also unveiled “concessions” agreed to by the movants and the debtor to provide certain reporting of the amounts that were accessed from the D&O policies, and a requirement to make monthly reports of amounts advanced or paid under the relevant policy.

Mark Dendinger of Bracewell, counsel for Edward James, said the D&Os are entitled contractually to the proceeds of the policy, which are not property of the estate. He questioned how the executives could be asked to be cooperative, defend themselves or comply if they don’t have access to funds to properly defend themselves. Counsel for other executives also joined in support of the motion.

When ruling today, Judge Lopez said there is no evidence that says the executives cannot have access to the AIG policy first. There can be another hearing on the Berkshire policy, because the movants haven’t established cause to lift the stay, Judge Lopez said. The judge noted he wasn’t making findings to pre-judge any litigation – “That’s what trials are for.”

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Kennedy Rose

kennedy.rose@levfininsights.com

+1 646 943 6248

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US/EMEA Post Petition: First Brands judge punts ruling on creditor Onset Financial’s motion to intervene in litigation against ex-CEO James /us-emea-post-petition-first-brands-judge-punts-ruling-on-creditor-onset-financials-motion-to-intervene-in-litigation-against-ex-ceo-james/ Fri, 09 Jan 2026 15:11:01 +0000 /?p=32192 The judge overseeingĚýFirst Brands Group’s chapter 11 case punted a ruling on creditor Onset Financial’s motion to intervene in the debtor’sĚýadversary litigationĚýagainst former CEO Patrick James and related parties. Judge...

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The judge overseeingĚýFirst Brands Group’s chapter 11 case punted a ruling on creditor Onset Financial’s motion to intervene in the debtor’sĚýĚýagainst former CEO Patrick James and related parties.

Judge Christopher Lopez of the US Bankruptcy Court for the Southern District of Texas said that he would try to get the parties a ruling on Friday (Jan. 9) morning but that he would rule on the issue no later than Jan. 13.

First Brands’ lawsuit against James and other parties alleges that James fraudulently secured billions of dollars of financing for the debtor and misappropriated funds to enrich himself and his family. James and the other defendants filed a motion to dismiss the adversary proceeding on Dec. 15.

Onset counsel Anthony Fiotto of Morrison & Foerster argued that monies provided by Onset were “pilfered” by the defendants and the pilfering directly affect the title to over $1bn of collateral to which Onset has a claim.

While First Brands can argue that Onset is adequately represented in the litigation, Onset holds that divergent interests exist and that they have a narrower economic interest in the debtor, Fiotto said. The debtor’s complaint seeks the return of funds to the debtor’s estate, and Onset wishes enter distinct evidence to ensure that – as the purported sole creditor of certain special-purpose vehicle (SPV) debtors – the interest of those debtors are protected, he said.

Judge Lopez questioned how exactly Onset wished to intervene in the litigation, as certain causes of action are derivative to the debtor’s estate. Fiotto said that there are equitable remedies and that his client would like to show that money belongs to the Carnaby entities and to Onset. The debtor doesn’t have the motivation Onset does to introduce evidence to clarify the records supporting the transactions, he said.

First Brands opposed Onset’s intervention. Debtor counsel Robert Niles-Weed of Weil Gotshal & Manges said the claims First Brands is bringing aim to restore funds misappropriated from the estate and that they have nothing to do with creditor priority or distribution. The intervention would risk delay, add costs and complicate discovery, Niles-Weed said. There are many creditors with competing claims to a limited pool of funds, and parties will have the chance to pursue their claims at a later date, he said.

Onset’s claims are unclear, as the creditor says it is seeking the same relief and entirely different relief as the debtor, Niles-Weed said. The ambiguity of Onset’s request is indicative that the creditor lacks standing to bring those claims, he said. Onset may have claims against the estate that it can assert in connection with a plan process, but it doesn’t have standing to bring such claims against third parties who misappropriated funds from the debtors, he added.

Bryce Friedman of Simpson Thacher, counsel for various SPV debtor entities and their independent manager Benjamin Duster, said his client will protect the rights and positions of the SPV entities in the adversary proceeding. Estate causes of action and any funds recovered belong to SPV entities, he said.

Even counsel for the defendants, Erica Weisgerber of Debevoise & Plimpton, didn’t support Onset’s intervention. Onset lacks standing to intervene, and adjudication of the debtor’s claim wouldn’t address allocation of any recoveries to creditors, she said. Onset’s claim is unclear, and its interests do not align with the debtors, Weisgerber said.

The parties will return to court on Friday for a status conference.

Related documents:

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Kennedy Rose

kennedy.rose@levfininsights.com

+1 646 943 6248

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US/EMEA Post Petition: First Brands to propose January sale process amid liquidity woes, tees up collateral fight with Evolution Credit Partners /us-emea-post-petition-first-brands-to-propose-january-sale-process-amid-liquidity-woes-tees-up-collateral-fight-with-evolution-credit-partners/ Fri, 09 Jan 2026 15:10:46 +0000 /?p=32185 First Brands GroupĚýsaid it intends to kick off a marketing and sale process for its assets this month, and creditor Evolution Credit Partners asked the court to cut off the...

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First Brands GroupĚýsaid it intends to kick off a marketing and sale process for its assets this month, and creditor Evolution Credit Partners asked the court to cut off the debtor’s access to collateral following alleged violations of an adequate protection order.

Debtor counsel Sunny Singh of Weil Gotshal & Manges provided a status update this morning (Jan. 7), alerting the court that First Brands would likely propose a bid procedures motion contemplating a sale process that would conclude by the end of January. The company doesn’t have a lot of time for an extended sale process unless it can find a way to enhance its liquidity, he said.

First Brands is focused on case funding and negotiating a path out of chapter 11, and the company is looking at all available sources of liquidity, as the $190mn of unrestricted cash that First Brands has on hand will get the case through the end of January, Singh said. The company received a term sheet for a potential capital injection from its existing debtor-in-possession (DIP) lenders, and the debtor will need to evaluate that offer and negotiate, he said.

Singh said he expects that the DIP lenders will participate in the sale process. The term sheet sent by the DIP lenders this week includes a bid for certain assets, he said. Investment banker Lazard began informal outreach this week, he added.

“We recognize that we’re asking the parties to move quickly, but we really do believe that this timeline is necessary and warranted under the circumstances,” Singh said.

Singh further noted that the debtor reached an agreement with secured lenders to debtors Carnaby Inventory II LLC and Carnaby Inventory III LLC to adjourn consideration of theirĚýĚýto dismiss those debtors’ chapter 11 cases and for stay relief as to those debtors to Jan. 22.

Elsewhere in the case, factoring counterparty Evolution Credit Partners said First Brands was actively violating adequate protection orders by using Evolution’s collateral without maintaining collateral thresholds. Evolution counsel Vincent Indelicato of Proskauer Rose said the debtor has at least a $43mn deficit on that collateral maintenance covenant threshold while continuing to use and sell Evolution’s collateral.

Evolution filed an emergency motion on Dec. 23 to enforce the stipulation and adequate protection order. Evolution and First Brands refrained from pressing the collateral issue with the court because the debtor assured Evolution that it would provide the adequate protection, and that a proposal from the DIP lenders was forthcoming, he said.

Indelicato asked the court to schedule an emergency hearing because every day that passes with First Brands’ “willful” violation of the adequate protection order leads to diminution and degradation of the collateral. He also asked that the court prevent First Brands from continuing to use the collateral until the court takes up the issue.

“They can’t continue to use our collateral to fund the optionality of their case,” Indelicato said.

Singh said that he doesn’t disagree that there is an issue with cash collateral but that First Brands is not blatantly violating a court order. First Brands is continuing to sell inventory in the ordinary course, and you can’t shut down a “massive operation” overnight and stop shipping because it would destroy the value of the business, he said.

Judge Christopher Lopez of the US Bankruptcy Court for the Southern District of Texas scheduled a hearing on the matter for Jan. 13.

Related documents:

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Kennedy Rose

kennedy.rose@levfininsights.com

+1 646 943 6248

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US/EMEA Post Petition: First Brands ex-CEO James, Onset Financial win bid to quash UCC discovery requests /us-emea-post-petition-first-brands-ex-ceo-james-onset-financial-win-bid-to-quash-ucc-discovery-requests/ Fri, 09 Jan 2026 15:10:31 +0000 /?p=32184 Various parties inĚýFirst Brands Group’s chapter 11 cases succeeded in their requests to quash deposition requests from the unsecured creditors committee (UCC) during a hearing today (Jan. 7). The motions...

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Various parties inĚýFirst Brands Group’s chapter 11 cases succeeded in their requests to quash deposition requests from the unsecured creditors committee (UCC) during a hearing today (Jan. 7).

The motions to quash came from former First Brands CEO Patrick James and other defendants targeted in adversary litigation–creditor Onset Financial and former First Brands manager Nigel Crighton. The UCC objected to all three motions, arguing that the discovery requests were critical to securing recoveries for unsecured creditors in light of the widespread fraud that led to First Brands’ĚýĚýinto chapter 11.ĚýPost PetitionĚýwill publish several more articles providing more details from today’s hearing.

Defendants’ counsel James Tecce of Quinn Emanuel Urquhart & Sullivan argued that there is no legal justification for the UCC to pursue Rule 2004 discovery of James and other defendants. Rule 2004 discovery cannot be duplicative, and the committee is essentially shadowing the debtor, he said. First Brands has made broad discovery requests, and the committee’s requests have significant overlap in the documents, he added.

The UCC is a statutory fiduciary that is uniquely situated, and any claims it would bring would come through derivative standing, Tecce said. The committee is not necessarily a typical non-party, he said. The UCC’s remedy is to seek intervention in the adversary proceeding, but the defendants are not inviting that, he said.

Counsel for Crighton, Jeffrey Levinson of Levinson LLP, also sought to quash the UCC’s discovery requests against his client. The committee’s requests are redundant, and it puts an undue burden on Crighton, he said.

Onset Financial counsel Brian Kotliar of Morrison & Foerster did not join the fellow quashers in their arguments. He said his client has been fully complying with the committee’s document requests because they are “innocent,” but that the issue surrounds depositions and the associated costs.

First Brands’ case may run out of money while the debtor “is on the operating table,” and Onset does not want the investigation to fall short of getting to the bottom of the truth, Kotliar said. The estate is running out of money, and the UCC seeks to “supercharge” discovery costs by doing “expedited, duplicative” depositions before anĚýĚýcan get involved, he said. The committee has much more work it can do to investigate before pursuing costly depositions, he added.

Kotliar accused the UCC of harassing his clients by sending process servers to their homes and filing anĚýĚýto the motion to quash on Monday. In its objection, the UCC accused Onset of contributing to the fraud that led to First Brands’ descent into bankruptcy. Kotliar described the allegations as “highly defamatory, highly inaccurate, misleading and flat-out untrue.”

Committee counsel Jeffrey Jonas of Brown Rudnick said the discovery requests were critically important, and delaying discovery by the committee could dramatically limit or eliminate recoveries for unsecured creditors. The claims and causes of action may be the only sources of recovery for unsecured creditors, and the company is almost out of cash, he said.

The UCC has uncovered additional participants in fraud, including Onset and Patrick James’ brother, Edward James, Jonas said. The average internal rate of return on Onset loans to the debtors exceeded 300%, and no borrower could sustain borrowing at such a price or pace, he said. Onset got away with “pillaging the company” because they had an “inside man” with Edward James, who approved the company’s transactions with Onset, Jonas added. Onset “handsomely rewarded” Edward James by allowing him to personally invest in Onset’s financing with the company, to First Brands’ and creditors’ detriment, he said.

There remains many questions about non-special purpose vehicle financing, and of what lenders know or should have known, Jonas asserted. Waiting for an examiner would be a more “chaotic” approach and prejudice the UCC, he said. The committee’s continued discovery need not be duplicative of what the examiner will do, and the UCC invites the examiner to participate in depositions and receive documents the committee has collected, Jonas said.

It is “nonsense” to think that the committee should not be permitted to get discovery because there is an adversary proceeding and investigation, he said. The UCC has made substantial progress with discovery, even though James and other company executives have refused to comply with discovery requests, Jonas asserted.

When ruling, Judge Christopher Lopez of the US Bankruptcy Court for the Southern District of Texas said the court retains absolute discretion over whether to grant Rule 2004 discovery requests, and that he found virtually all of what was being requested by the committee would be requested by an examiner. The committee has every right to seek an investigation, but the court wants to “pause for a moment” and allow the examiner to take the lead, the judge said.

Related Documents:

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Kennedy Rose

kennedy.rose@levfininsights.com

+1 646 943 6248

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