Aggressive debt restructuring, or 'liability management,' is more common in public credit markets due to weaker documentation. Private credit documents typically have stronger covenant protections that prevent borrowers from layering new debt ahead of existing lenders or stripping collateral, reducing this specific risk.
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Out-of-court restructurings, or LMEs, introduce uncertainty into a company's capital structure. This forces the market to apply an additional 10-20 point discount to the trading price of the company's loans, creating a significant alpha-generating opportunity for specialized investors who can accurately underwrite the LME process.
Aggressive Liability Management Exercises (LMEs), common in the US, are rarer in Europe. This isn't due to a gentler culture but stricter laws where board directors can face criminal charges for insolvency. This incentivizes collaborative restructuring over contentious, US-style creditor battles.
LMEs became popular because issuers could exploit out-of-court processes to their advantage, often by playing creditors against each other. As creditors have become more collaborative, this advantage has diminished, making LMEs less beneficial for issuers and likely capping their future frequency. Vanguard treats all LMEs as defaults.
Despite headlines blaming private credit for failures like First Brands, the vast majority (over 95%) of the exposure lies with banks and in the liquid credit markets. This narrative overlooks the structural advantages and deeper diligence inherent in private deals.
Liability Management Exercises (LMEs) that extended debt maturities a few years ago are proving to be temporary fixes, not cures. Many of these same companies are returning for "LME 2.0" because fundamental business issues—like weak consumer demand or high input costs—were never resolved, making the initial "kick the can" strategy ineffective.
A consistent 2-5% of Europe's public high-yield market restructures annually. The conspicuous absence of a parallel event in private markets, which often finance similar companies, suggests that opacity and mark-to-model valuations may be concealing significant, unacknowledged credit risk in private portfolios.
Official non-accrual rates understate private credit distress. A truer default rate emerges when including covenant defaults and 'bad' Payment-in-Kind interest (PIK) from forced renegotiations. These hidden metrics suggest distress levels are comparable to, if not higher than, public markets.
A sign of eroding discipline, private credit underwriters are beginning to offer covenant-lite deals, once unthinkable in a market known for strong investor protections. This shift indicates that intense competition for deals is forcing lenders to lower underwriting standards, mirroring a late-cycle trend previously seen in public markets.
The rise of Liability Management Exercises (LMEs) has fundamentally changed credit analysis. Performing credit teams must now embed legal and workout specialists in the *front-end* underwriting process. This proactive approach is essential for assessing documentation and potential bad actors before an investment is made, rather than reacting during a restructuring.
Unlike syndicated loans where repricing can be threatened easily by banks, direct loans have structural protections. Borrowers must find an entirely new lender and pay new fees to refinance, making it much harder to reprice debt downwards and thus preserving higher returns for investors.