New York, NY — Deerpath Capital Management, LP today announced it acted as sole lead arranger and administrative agent on the funding of a senior credit facility to support four acquisitions by Togetherwork Holdings LLC, a portfolio company managed by Aquiline Capital Partners, LLC.

Togetherwork is an emerging leader in payment processing software for groups and organizations of all kinds. Building on the foundation of Omega Financial, LLC, Togetherwork aims to acquire software companies in adjacent verticals, creating a family of companies that provide similar technology and services to broader organizations such as sports leagues, summer camps and cultural and educational institutions.

New York, NY — Deerpath Capital Management, LP acted as lead arranger and administrative agent on the funding of a senior credit facility to support the growth acquisition plan for Southern Dental Alliance ("SDA"), a portfolio company of Source Capital, LLC. Deerpath has helped finance five of SDA's most recent add-on acquisitions since August 2016.

Southern Dental Alliance is a multi-specialty dental service organization in the Southeast catering to pediatric and adult patients. Headquartered in Atlanta, Georgia, the Company operates 32 clinics across seven primary brands in Georgia, South Carolina and Tennessee.

New York, NY — Deerpath Capital Management, LP today announced it acted as sole lead arranger and administrative agent on the funding of a senior credit facility to support the refinancing and growth plan for The Shade Store, a portfolio company of Great Hill Partners.

The Shade Store is a leading direct-to-consumer provider of custom window treatments, offering shades, blinds, drapery, and other window treatment products and services online and through its 47 branded showrooms. Since its founding, The Shade Store has developed a national brand synonymous with quality, value and service.

Chicago, Illinois — Deerpath Capital Management, LP today announced it acted as sole lead arranger and administrative agent on the funding of a senior credit facility to support the recapitalization of Castlewood Treatment Centers by The Riverside Company.

Castlewood is a leading provider of inpatient and outpatient treatment services for patients suffering from eating disorders and other co-occurring disorders such as anxiety, trauma, chemical dependency, and depression. The Company provides residential treatment, partial hospitalization, and intensive outpatient treatment.

Chicago, Illinois — Deerpath Capital Management, LP today announced it acted as sole lead arranger and administrative agent on the funding of a senior credit facility to support the recapitalization of Insurance Technologies, LLC, a portfolio company of Moelis Capital Partners, which is co-advised by NexPhase Capital.

Insurance Technologies provides sales and regulatory automation solutions to the insurance and financial services industries. The Company's products, ForeSight® (sales illustration) and FireLight® (electronic applications), supply carriers and distributors with sales tools needed to streamline and accelerate the sales process.

Over the past year or so, the leveraged loan market has taken quite a beating in the press. There was good reason for this. On the whole, this market had a very risky investment philosophy: stretch on credit risk in pursuit of higher yield. As competition intensified in the direct lending market - particularly in the larger company space with loans of $50 million and upwards - and as yields declined, lenders in the leveraged loan market have had a more laissez-faire attitude when it came to upholding high credit standards.

As direct lending continued to flourish following the global financial crisis, corporate lenders began to loosen their investment discipline in order to win new deals and maintain robust deployment numbers amid increased head-to-head competition from direct lending. Lenders started to provide surplus leverage to large borrowers, further fueled by aggressive addbacks. They also began to eliminate financial covenants and set up very borrower-friendly structures. Some of these structures left lenders unprotected from collateral transfer and open to certain 'accordion' features, which gave borrowers the power to draw more debt from the lenders in future without additional consent.

Up until covid-19 placed an abrupt halt to daily life and shuttered businesses around the world, the direct lending environment was unquestionably borrower-friendly. Many lenders saw leverage levels swell to 6x or more and loan-to-value ratios increase to 60 percent and beyond. As a result, cash interest coverage ratios declined. Risk mitigating mechanisms, typically synonymous with an investment in a first lien loan in the US, were disregarded. Most of these loans lacked a full package of quarterly financial covenants, which are key in the measurement of, and timely reaction to, company performance and used to be standard for first lien paper. When there are no covenants in place, the lender is unable to take any action until the company defaults on its interest payments. By the time that happens, the company and the lenders are both in trouble.

Lending to performing companies was designed to be an asset class that provided predictable and stable yields with built-in safety protections to furnish steady returns during market booms and ensure capital preservation during market declines. Moreover, when a bubble is building, mitigating downside risk should be paramount. But downside risk protection against even a moderate recession was not a priority for many lenders. Worse, covid-19 arrived without warning and wreaked havoc on the markets. This year, we have seen wild and unprecedented swings in the public equity and fixed-income markets.

With the first quarter now behind us, what can we expect to see in the private lending market in terms of existing portfolio valuations, covenant breaches and recovery rates? What will new dealflow look like in terms of leverage levels and pricing?

Valuation decline

Private equity firms and lenders alike will see a decline in valuations for Q1 and probably for Q2. This will be especially so for those exposed to sectors hit hard by the pandemic (such as airlines, hospitality and energy) and, to a somewhat lesser degree, businesses in the US that have been mandated by state governments to temporarily close (location-based product or service companies). If the result of covid-19 winds up being a full-blown recession in the US, then many more businesses will be affected.

Lenders that aggressively levered up their borrowers' balance sheets and created covenant-lite structures in the pre-covid deal environment will no doubt see payment defaults spike, losses pile up and recovery rates fall at higher rates than those that lent at much more conservative levels.

Also hard-hit will be those lenders that had a high percentage of non-sponsored transactions. In those cases, it will be the lenders (and not the equity sponsors, as will be the case in sponsored transactions) that will need to provide all the rescue financing and take on the burden of ensuring companies are able to withstand this period of pain.

One area we believe will continue to thrive is the lower mid-market (loan sizes just below $50 million). These corporate borrowers are large enough to have sufficiently strong underlying characteristics to be a safe credit risk, and have credit ratings on a par with or perhaps better than those at the higher end of the mid-market due to lower leverage levels. The level of safety one would have otherwise assumed when investing in a large company has been diminished by the high level of risk created through aggressive leverage levels, no covenants and limited rights when the company underperforms. This has made the very large loan a very risky one.

The lower mid-market had less competition before covid-19, and lenders in this space had more rights than those in the core mid-market. As such, lower mid-market lenders were able to maintain lower leverage levels (3-4x compared with 5.5x or more in the core mid-market), lower loan-to-value ratios (40 percent versus 60 percent or more) and keep EBITDA addbacks at bay. Lenders in this space are also able to manage loans actively by requiring board observer seats, monthly and quarterly financial statements, quarterly compliance certificates and annual independent audits. Superior visibility into borrower performance coupled with control of the loan voting rights allows the lender to exercise its rights early on in order to firmly address problems before they result in payment defaults or loss of principal. Many of these characteristics have been unavailable in the larger loan market.

Although no lender will be left unscathed by the pandemic, those that will persevere are the ones that have insisted on three things: low leverage levels to withstand a steep decline in earnings; partnerships with private equity firms that are willing to support companies by infusing additional equity capital; and abundant lender rights that did not recede during the benign economic environment of the last few years.

As this downturn plays out, we will be left with a direct lending landscape of few players as managers with overleveraged portfolios fall away due to performance and liquidity issues as they manage broken portfolios. One significant impact of covid-19 will be a change in the direct lending market that will mirror the years following the global financial crisis, when credit was strained and therefore extremely expensive once it had been procured. This will create attractive opportunities for direct lenders in the US.

Lenders that created a portfolio full of loans to good-quality businesses at responsible levels of leverage with private equity sponsors and full covenant protections will not be hindered by severe illiquidity resulting from distressed portfolios that were built over the last few "boom" years. Instead, they will be able to deploy dry powder in a disrupted market that will be very attractive for lenders. As quality businesses look for loans in a credit-strained market, lenders will demand higher pricing and added protections. We will also see covenants and other protections coming as lenders once again become more stringent on structures and terms.

Antonella Napolitano is managing director and head of investor relations and business development at Deerpath Capital, a US-based provider of cashflow-based senior debt financing to lower mid-market companies.


About Deerpath Capital

Deerpath Capital Management, LP is a leading provider of senior debt financing to US lower-middle-market companies. Since inception, Deerpath has completed 400+ investments, deploying $3.3bn across a broad range of investment products and transaction types. Visit www.deerpathcapital.com to learn more.

New York, NY /PRNewswire/ — Deerpath Capital Management, LP announced the closing of Deerpath CLO 2020-1, a $325 million collateralized loan obligation (CLO). This CLO represents the second CLO issued by Deerpath in the last 16 months and brings the company's total CLO assets under management to approximately $635 million. Deerpath CLO 2020-1 will primarily invest in leveraged loans to middle market private equity-backed companies.

The Fund has a three-year reinvestment period and a collateral pool comprised of a diversified portfolio of senior secured loans. Deerpath sold securities rated from AAA through BBB-. Deerpath managed funds purchased 100 percent of the subordinated notes issued by the CLO. GreensLedge Capital Markets LLC served as Lead Placement Agent, Structuring Agent and Bookrunner. Raymond James served as Co-Placement Agent.

Derek Dubois, Managing Director and Treasurer said, "Our second middle market CLO demonstrates our continued success in the capital markets. This transaction gives our fund investors access to sturdy, conservatively structured leverage at attractive pricing. We continue to broaden and diversify our investor base by introducing new institutional investors to our direct lending platform and welcomed the participation of repeat investors from our previous CLO offering. We were very pleased by the quality of execution from the Greensledge Capital Markets and Raymond James teams and the level of support we received from the investment community through challenging market conditions."

About Deerpath Capital

Deerpath Capital Management, LP is a leading provider of senior debt financing to US lower-middle-market companies. Since inception, Deerpath has completed 400+ investments, deploying $3.3bn across a broad range of investment products and transaction types. Visit www.deerpathcapital.com to learn more.

New York, NY (LPC) - Lending to companies with just a few million dollars in earnings is gaining greater interest from investors seeking higher yields and better protections as the private credit market grows increasingly segmented and sophisticated.

Firms are looking to raise funds to target companies in the lower middle market, or companies with an Ebitda of less than US$15m, including Deerpath Capital Management, which wants to raise US$1bn for its lower middle market fund, and PineBridge Investments, which announced it has US$596m to invest. At the same time, Main Street Capital Corp said it is continuing to seek opportunities in this segment.

Lower middle market loans have less leverage and come with higher interest rates to reflect the heightened risk and limited liquidity of smaller businesses compared with those in the core middle market.

Direct lenders have flourished in the last decade by tapping into the core middle market, or companies with US$15m to US$50 in Ebitda. It's an area that some banks have been hesitant to lend to, allowing these financing providers to offer private equity sponsors extra leverage and flexibility at a premium.

But the growing size and sophistication of funds, as well as heightened competition, have weakened terms for loans made to companies with larger earnings.

Private credit firms attempting to win deals in this segment have increasingly come to accept lower spreads. In the fourth quarter of 2019, interest rates on unitranche loans, which are an indicator of the pricing pressure in the middle market, hit a historic low of 578bp, according to data from Refintiv LPC.

Unitranches combine both senior and junior debt into a single tranche and are traditionally provided by non-bank lenders across the segment.

To deploy capital more efficiently, private credit firms have had to look at the upper and lower ends of the space.

SLIDING SCALES

The lower middle market is a haven for many smaller direct lenders and investors seeking better documentation terms. With competition less intense, many of these loans can offer better lender protections.

"There are stricter underwriting standards in the lower middle market – the level of competition is a key factor, and you see less of it in this space," said Tas Hasan, partner at Deerpath.

Lower middle market deals, for instance, distinguish themselves from the upper segments because they still include a fixed-charge coverage ratio and capital expenditure limit.

In deals with companies that have an Ebitda of less than US$15m, 33% of transactions have a fixed-charge coverage ratio and capital expenditure limit, according to a report from law firm Proskauer. But higher-up, these protections become less frequent.

In deals involving companies recording an Ebitda of US$30m or above there are no capital expenditure restrictions, Proskauer data shows.

"Deals involving companies with an average Ebitda of a US$10m-US$15m all have the leveraged covenant, fixed-charge coverage, and Capex restrictions," said Tom Hall, managing director and co-head of private credit at asset manager Capital Dynamics.

"After that, it becomes a sliding scale, and lenders become comfortable with just a leverage covenant, and that gets looser at the upper end of the middle market. As companies grow above US$30m-plus cash flow, the market has decided that covenants have become less important," he added.

BUILD AND GROW

The lower middle market is not as penetrated by private equity sponsors as the core middle market, hence why banks continue to flourish in a segment where borrowers seek lower leverage and are more comfortable with lower pricing.

For some financial sponsors, however, buying into the lower middle market can be part of a long-term plan to expand a business aggressively through add-on acquisitions.

These cases work for private credit firms, which are keen to offer higher pricing in exchange for the flexibility desired by sponsors and are happy to deploy capital into a growing business through delayed-draw term facilities. rivate credit firms also need the extra yield compared with banks to compensate for the higher capital costs.

"Private equity funds embarking on systematic growth through acquisitions is a great strategy for a private credit fund," Hasan said. "We're happy to support bolt-ons and to fund acquisitions.

"For private credit funds at the lower end of the market, investing further capital into a single company can heighten the risk for funds, which are much smaller than core middle market funds.

Saratoga Investment Corp, a lower middle market lender, had investments in ice rental company Easy Ice and inventory management software company Censis, and added to its position over multiple years. This raised concentration issues for the firm – though it reported exiting both positions in its recent earnings call in January. Saratoga could not be reached comment.

Michael Grisius, chief investment officer at Saratoga, said in the firm's January earnings call that it wants to remain focused on the lower middle market.

"We have concentration limits related to industries and portfolio company position size as it's important to maintain diversity – taking an outsized position can negatively impact the portfolio down the line," Hasan said.

But the smaller nature of the companies can mean they are a riskier proposition with alternative capital solutions limited; and they are more vulnerable to broader macro-economic factors.

"If you have a US$10m Ebitda company and that loses US$1.5m in Ebitda, then that can be scary," said Ted Swimmer, head of corporate finance and capital markets at Citizens Bank.



About Deerpath Capital

Deerpath Capital Management, LP is a leading provider of senior debt financing to US lower-middle-market companies. Since inception, Deerpath has completed 400+ investments, deploying $3.3bn across a broad range of investment products and transaction types. Visit www.deerpathcapital.com to learn more.

Direct lenders around the world are talking with borrowers about easing interest payments, waiving penalties and relaxing covenants as they assess the growing damage to their portfolios caused by the coronavirus pandemic.

The discussions are occurring as the global turmoil seeps into the $812 billion private market. The crisis is one of the first major tests for the asset class, which has grown from about $200 billion before the 2008 financial crash -- buoyed by investors including pension funds, insurers and family offices.

The current upheaval is triggering a torrent of revolver draw requests, and forcing direct lenders to decide just how flexible they can be on already existing credit facilities.

"We're having some high-level conversations about making some temporary allowances," like relaxing interest payments or waiving covenants, said Antonella Napolitano, global head of investor relations at middle-market lender Deerpath Capital Management."We will evaluate these on a case-by-case basis. We are a reasonable lender, but at the end of the day we need to protect investor capital."

Globally, there is some $339 billion of middle-market debt outstanding to the most virus-sensitive sectors, including autos, airlines, drugs and textiles, according to UBS Group AG strategists.

Discussing Options

In North America, at least a dozen direct lenders are considering or have agreed to specific concessions such as switching to alternatives to cash for interest payments or relaxing pre-payment penalties, according to people familiar with the matter. Some who work primarily with private equity-backed companies are resisting making any changes like considering relaxing payments or waiving future covenants unless the firm's sponsors put in more capital or provide fund guarantees, said the people, who aren't authorized to speak publicly.

Toronto-based Bridging Finance has already granted a request from at least one borrower to switch to payment-in-kind interest, according to founder David Sharpe.

"We are open to working with our borrowers and looking at accruing interest if required to get through this period," Sharpe said. "We are non-distressed lenders."

The requests are even filtering down to those who provide financing to small corporate borrowers, like lower-middle market lender JB Capital.

"For anybody that's taking a hard line, whether it's a mortgage company or a private credit line, not giving some degree of flexibility, there's probably a special place in hell for those guys," JB Capital founder Jeremy Hill said.

Ares, Tikehau

In Europe, similar requests from borrowers facing liquidity crunches are flooding in.

Ares Management, the $149 billion alternative asset manager, is "working with our U.S. and Europe portfolio companies, and their sponsor owners, to determine how we can be supportive with their liquidity needs to keep their businesses operating," said Michael Dennis and Blair Jacobson, co-heads of European credit at the firm, in an emailed statement.

As of this week, French alternative investment firm Tikehau Capital has been asked for waivers by two companies heavily impacted by local lockdowns, the firm's head of private debt Cecile Mayer-Levi said.

"Zero revenues is something unheard of and difficult to cope with," Mayer-Levi said."Depending on the situation we'll be supportive, and play our role as a stakeholder alongside shareholders."

About Deerpath Capital

Deerpath Capital Management, LP is a leading provider of senior debt financing to US lower-middle-market companies. Since inception, Deerpath has completed 400+ investments, deploying $3.3bn across a broad range of investment products and transaction types. Visit www.deerpathcapital.com to learn more.

Every month, we will feature an active member of the ACG New York community in a brief interview. Reflecting industry insight and personal perspective, this feature will introduce industry leaders and offer advice on the tools you need to succeed in the ever-changing middle market.

1. Quick basics– role/firm/focus/how long have you been an ACG member?

I am a Managing Director and Co-Head of our Origination team at Deerpath Capital, a leading provider of customized, cash flow-based senior debt financing to lower middle market companies across diverse industries. Deerpath is headquartered in New York, with offices in Los Angeles, Boston, Ft. Lauderdale, and Chicago. Deerpath invests between $15 million to $50 million in companies that are typically financial sponsor-backed and/or owner-operated, with revenues of $10 million to $200 million. As a senior investment professional leading national origination for the firm, I'm the primary point-person with our private equity and investment bank relationships nationwide. I have been an ACG member since 2012.

2. What do you think are the biggest obstacles in the middle market today?

I think one of the biggest concerns in the middle market is the sheer influx of new capital that has flooded the market over the last several years. This has resulted from an increased number of participants entering the U.S. direct lending market as well as existing participants raising substantially larger funds. This crowed playing field has resulted in all-time high company valuations. The challenge now is how to separate ourselves from the pack and remain differentiated in terms of our products and offerings.

3. How has ACG helped you in your career?

Being a member of ACG has been extremely valuable for me and my firm. ACG has enabled me to develop new relationships and re-engage with old relationships which is a pivotal part of my role at Deerpath. It's really allowed me to develop a large network of both professional contacts and friends, so that I can continue to leverage each ACG member's business skills and services. ACG has provided a platform for me to engage with a spectrum of industry leaders across private equity, banking, consulting, etc., which has helped me grow my business and be successful in my career. Events held by ACG New York and across the country have allowed me to enhance Deerpath's presence in not only the local market here but across the country as well. ACG is one of my most important resources in developing networking contacts, which I find invaluable at this stage.

4. Can you tell us about your greatest success story/ proudest achievement?

I'm very fortunate to be able to work with a group of experienced, intelligent and collegial professionals at my current firm. Professionally, one of my most rewarding successes and achievements has been the opportunity that I've been given to build our origination platform nationwide at Deerpath—building something that we feel is sustainable and will provide long-term opportunities for our firm. So, outside of one particular investment financing opportunity, it's really is the ability to grow our origination and sourcing platform, and to have Deerpath in conversations within the lower middle market on a consistent basis.

5. What changes do you foresee happening in the middle market in the next 3-5 years?

It's very difficult to predict the next five days, never mind the next five years. Historically, there have always been pullbacks, some deeper than others. I think the middle market is here to stay but there will likely be a correction when the next recessionary period hits. That is why we are building a portfolio with ample downside protections in place to be able to withstand economic headwinds.

I think private equity and private debt will remain a valuable resource for corporate growth and development over time. Further, I believe the creative aspect in structuring deals will be contingent on the ongoing availability of capital and ample sources of opportunities in the market. I believe that having the capital available for financing and investing in the lower middle market will continue. The middle market is the life blood of the U.S.



About Deerpath Capital

Deerpath Capital Management, LP is a leading provider of senior debt financing to US lower-middle-market companies. Since inception, Deerpath has completed 400+ investments, deploying $3.3bn across a broad range of investment products and transaction types. Visit www.deerpathcapital.com to learn more.

Antonella Napolitano, head of investor relations at Deerpath Capital, and Gabriella Kindert, member of the supervisory board at Mizuho Europe, join OMFIF’s Julia Demidova. They discuss the growing investor appetite for private debt, as well as the increasing importance of environmental, social and governance principles.



About Deerpath Capital

Deerpath Capital Management, LP is a leading provider of senior debt financing to US lower-middle-market companies. Since inception, Deerpath has completed 400+ investments, deploying $3.3bn across a broad range of investment products and transaction types. Visit www.deerpathcapital.com to learn more.