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.
A flood of capital into private credit has dramatically increased competition, causing the yield spread over public markets to shrink from 3-4% to less than 1%. This compression raises serious questions about whether investors are still being adequately compensated for illiquidity risk.
The removal of leverage lending guidelines will not cause a simple shift from private credit back to banks. Instead, it will accelerate the convergence of public and private credit markets. Banks will now compete across the entire financing continuum, further blurring the distinctions in terms and cost between the two.
The prevalence of specific, quantifiable deal terms offers a unique window into the market's mood. Rising structural protections for lenders or increased flexibility for borrowers act as an early warning system, reflecting anxieties and optimism before they appear in traditional economic data.
A massive quarterly jump in "lien subordination" protections (to 84% of deals) signals a strategic shift among lenders. Instead of focusing on terms that prevent default, they are obsessed with securing their place in the payment line during bankruptcy, suggesting they view distress as increasingly likely.
Corporations are increasingly shifting from asset-heavy to capital-light models, often through complex transactions like sale-leasebacks. This strategic trend creates bespoke financing needs that are better served by the flexible solutions of private credit providers than by rigid public markets.
The greatest systemic threat from the booming private credit market isn't excessive leverage but its heavy concentration in technology companies. A significant drop in tech enterprise value multiples could trigger a widespread event, as tech constitutes roughly half of private credit 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.
Regulatory leverage lending guidelines, which capped bank participation in highly leveraged deals at six times leverage, created a market void. This constraint directly spurred the growth of the private credit industry, which stepped in to provide capital for transactions that banks could no longer underwrite.
Lenders are demanding more structural protections (like "anti-pet smart terms") to lock down collateral, while borrowers are negotiating for more economic flexibility (like generous EBITDA add-backs) to weather potential storms. This "flight to fortification" on both sides signals deep-seated market uncertainty.
Beyond direct competition, the private credit market serves a crucial function for public markets by absorbing lower-quality companies that can no longer refinance publicly. This migration of weaker credits helps cleanse the public high-yield and loan markets, removing potential defaults and improving overall portfolio quality.