U. S. Loan Syndications Chris Droussiotis Spring 2010

U. S. Loan Syndications
Chris Droussiotis
Spring 2010
Table of Contents
1.
Loan Syndication Background & History
2.
Syndication Loan Market Overview Types of Loan Syndications Formats
3.
Loan Syndication Process including a summary of Internal Rating Analysis
4.
Typical Leverage Loan Structure
5.
Typical Leverage Loan Term Sheet / Credit Agreement
6.
Example of Large Syndication
7.
Lecturer’s Biography
2
Loan Syndication Background & History
 A syndicated loan is one that is provided by a group of lenders and is structured,
arranged, and administered by one or several commercial or investment banks known as
Arrangers.
 Arrangers serve the investment-banking role of raising investor dollars for an issuer in need
of capital.
 The issuer pays the Arranger a fee for this service, and this fee increases with the
complexity and risk factors of the loan.
In the Mid-1980’s when the larger buyouts needed bank financing, the syndicated loan market
became the dominant way for issuers to tap banks and other institutional capital providers for
loans.
 In the late 90s to early 2000’s hundreds of Collateral Loan Obligation funds (CLO’s) were
created and joined the loan syndication process. These funds were referred to as non-bank
institutions or institutional investors. These institutional investors played a key role in the
exponential growth of the Mega LBO deals seen in 2005-2007.
 By 2007, nearly 75% of the loans were provided by non-banks, versus less than 20% 10
years earlier.
 The Fall of 2007 – the end of liquidity in the U.S Syndication market – Traditional Banks had
to step up in the months and years to follow the liquidity crisis – The U.S Syndication market3
completely changed.
Two Markets Served
Investment Grade Loan Market
Leveraged Loan Market
• Rated BBB- and Higher (Corporate)
• Rated BB+ and Lower (Corporate)
• Arrangers hold Higher Exposure ($200 million +)
• Arrangers hold Lower Exposure –
thus the need to syndicate
• The majority of the Syndicate are traditional banks
• The majority of the Syndicate are
non-banks (Financial institutions)
4
Two Markets Served
Investment Grade Loan Market
Leveraged Loan Market
$715 Billion
$692 Billion
$245 Billion
$229 Billion
5
Loan Syndication Market Overview (Continued)
Exponential Demand Surge of Syndicated Leveraged Loans Vs Bonds
6
Loan Syndication Market Overview (Continued)
The Exponential Surge in Supply of Syndicated Loans was driven by
large Leveraged Buyouts starting in 2005 thru the summer of 2007
$40
$35
$ in Billions
$30
$37.9
Other
High Yield
Leveraged Loan
$33.0
Hi Yield $11.25
$28.4
Hi Yield $11.3
$25
$22.3
Hi Yield $13.22
$20
Other (CMBS)
$7.25
$15
Leveraged Loan
$26.65
$11.3
Hi Yield $6.03
$8.0
$10
Hi Yield $3.0
$5
Leveraged Loan
$11.3
Leveraged Loan
$21.7
Leveraged Loan
$15.185
Leveraged Loan
$9.0
Leveraged Loan
$5.0
$0
28 Mar 05
20 Nov 05
24 Jul 06
2 Oct 06
26 Feb 07
30 Jun 07
Source: LoanConnector
Extremely high liquidity in the market gave banks confidence
to underwrite larger and larger deals…
7
Loan Syndication Market Overview (Continued)
Institutional Investors through June 2007 dominated the market
Loan Syndication Participants:
Non-U.S. Banks
CLOs / Hedge Funds / High-Yield Funds
% Banks
100%
100%
80%
80%
60%
60%
40%
40%
20%
20%
0%
0%
94
Source: Deutsche Bank
95
96
97
98
99
00
01
02
03
04
05
06 /07
30
/
6
M
T
L
Over time, institutional investors have replaced banks as lenders with over 75% of demand
coming from institutional investors as of LTM 6/30/07
8
(% Investor Base)
(% of Investor Base)
U.S. Banks
Finance Co. / Securities
Insurance Co.
Loan Syndication Market Overview (Continued)
The Leverage Loan Syndication Supply and Demand Imbalance
After (2nd Half 2007(2)) As of 12/05/07
Before (LTM June 30, 2007(1))
($ in Billions)
$620
$95 (15%)
$120 (19.3%)
$95 (15%)
$620
Hedge Funds /
HY
Other (3)
Banks
Primary
Issuance
$620
CLOs
$310 (50%)
(2)
Demand
Supply
(2)
Investor Landscape has changed
Sources:
(1)
Standard & Poor’s Leveraged Lending Review 2Q07
(2)
Demand assumptions: Banks and Other at 35% consistent with LTM 6/30/07; CLO, Hedge Fund and New Capital amounts Wall Street estimates
Supply assumptions: Primary Issuance based on current estimated forward calendar; Liquidation / Collateral Calls amounts Wall Street estimates
(3)
Finance Companies, Insurance Companies, Prime Rate Funds
(4)
Standard & Poors LCD News 12/5/07
(5)
Grossed up for ordinary issuance
9
The Secondary Loan Market took a plunge as a result of
oversupply at the time of financial crisis.
New Issue Loans with LIBOR Floor,
higher Spread pricing and tighter
structures post 2007
10
Types of Loan Syndication Formats

Underwritten deal

Best-efforts syndication

Club deal
11
Types of Loan Syndication Formats (Continued)
Underwritten deal

Arrangers guarantee the entire commitment, then syndicate the loan to reduce their exposure.

If the arrangers cannot fully subscribe the loan, they are forced to absorb the difference.
Reasons for Arrangers to underwrite:
•
Offering an underwritten loan can be a competitive tool to win mandates.
•
Underwritten loans usually require higher fees
New Terms:
• “Flex Language”
•
Memorandum of Understanding (MOU)
•Balancing between holding and syndicating exposure
•For preferred customers, the banks tend to hold higher exposure justifying it by additional products
offered going forward (an important variable in the banks’ profitability calculations (RAROC), though
given the size of the facility, the banks’ are phased with the dilemma of successfully syndicating and 12
holding their exposure.
Types of Loan Syndication Formats (Continued)
Best-efforts syndication

The Arranger commits to underwrite less than the entire amount of the loan.

If the loan is undersubscribed, the deal may not close unless the terms/pricing/structure are changed.

Best-efforts syndications were used for risky borrowers or for complex transactions.
As in the case of underwriting, for preferred customers, the banks tend to hold higher exposure
justifying it by additional products offered going forward (an important variable in the banks’
profitability calculations (RAROC).
13
Types of Loan Syndication Formats (Continued)
Club deal

Pre-marketed to a group of issuer’s or equity sponsor’s relationship lenders.

Typically a smaller loan (usually $25 million to $200 million but as high as $500 million)

The arranger is generally a first among equals, and each lender gets a full cut of the fees.
For preferred customers, the banks tend to hold higher exposure justifying it by additional
products offered going forward (an important variable in the banks’ profitability calculations
(RAROC).
14
The Loan Syndication Process
Lead Arranger Bank
Issuer /Company
Administrative Agent
Bookrunner Bank #1
Bookrunner Bank #2
Bookrunner Bank #3
Syndication Agent
Documentation Agent
Documentation Agent
Co-Mgr
Co-Mgr
Co-Mgr
Co-Mgr
Co-Mgr
Co-Mgr
Bank #1
Bank #2
Bank #3
Bank #4
Bank #5
Bank #6
Bank or
Institution
Bank or
Institution
Bank or
Institution
Bank or
Institution
Bank or
Institution
Bank or
Institution
Bank or
Institution
Bank or
Institution
Bank or
Institution
Bank or
Institution
Bank or
Institution
Bank or
Institution
Bank or
Institution
Bank or
Institution
Bank or
Institution
First Tier
Second Tier
“Retail” Level
15
The Loan Syndication Process
(Continued)
 The issuer or Company solicits bids from Arrangers.

Arrangers will outline their syndication strategy and their view on the way the loan will price in market.

Issuer gives the mandate to one or more Arrangers (Co-Arrangers)

The arranger will prepare an information memo (IM) describing the terms of the transactions.
 The IM typically will include:
As part of the
 Executive Summary
syndication process
 Investment Considerations
we will discuss in
 Summary of Terms and Conditions (Term Sheet)
detailed these two
 Transaction Overview
items following this
 Company
 Management and Equity Sponsor Overview
page.
 Industry Overview
 Financial Model
 Timing for commitments, closing, as well as fees on level of commitments
 Bank meeting is scheduled at which potential lenders hear the management and the Investor group.
 A deadline is given for the banks to send their commitment levels subject to final documentation
 Each Bank analyzes the deal’s credit and assess the pricing (RORA). Each Issuer is assigned an internal rating.
 The Arranger collects all commitments – different amounts from each Bank
 Allocations are given and Legal Documentation is sent for their final review.


If the Deal is Oversubscribed, the allocation of each bank will most likely be reduced
If the Deal is Undersubscribed, depending on the FLEX language, the pricing could be Flexed up.
 After Review of Legal Documentation by each lender and signatures are sent, the Deal closes and funds.
16
The Loan Syndication Process
(Continued)
Typical Internal Analysis Process by each bank
 Internal Application sent to their respected investment/credit committees. This application
includes the following:
 Requested amount that is within the rating parameters for each bank
 Recommended amounts by Tranche (Revolving Credit / Term Loans)
 Term and Conditions of the Loans (includes pricing, structure and covenants)
 Profitability (RORA and RAROC)
 Syndication strategy
 Transaction discussion including Source and Uses and Capital Structure
 Company discussion including historical performance and outlook
 Corporate Structure
 Management Biographies / Equity Sponsor Profile
 Collateral Analysis
 Industry Analysis
 Financial Analysis (Projections’ Model)
 Internal Rating Analysis
This process will be
discussed following this
 Internal Legal Review
page
 KYC (know-your-customer) and Compliance Review
17
The Loan Syndication Process
(Continued)
Typical Internal Rating Analysis by each bank
 Most banks’ internal ratings are in line with the Agencies’ external ratings, though the analysis is
done independently. This analysis is based on two approaches:
 Quantitative Analysis
 Qualitative Analysis
The Typical Scale is 1-10, 1 being
with very limited risk to default and
10 the issuer being in bankruptcy
with no chance of recovery
The Quantitative Analysis for establishing the Internal rating which measures the probability
of default is based on the following parameters (each component is weighted at a specific level
of importance):
 Leverage Ratio - the relationship between debt and earnings (i.e. DEBT / EBITDA)
 Capitalization Ratio – the relationship between the bank debt and the rest of the capital
(Capital Leases, Bonds, Equity)
 Coverage Ratio - Issuer’s Cash Flow covering it’s debt obligations (interest and principal
payments)
 Variance of Projections – based on the projections, the model typically assumes a certain
haircut (10-30%) to the management’s projections and it tests it’s ability to pay its debt
obligations.
 The Quantitative approach adjusts up or down based on industry characteristics (Recession
resistance, cyclical, or event driven).
 The Qualitative Analysis is subjective based on each bank’s internal policy. The Analysis
would include strength of management, support from the equity sponsor, recovery analysis 17
(asset collateral) and outlook.
Typical Leverage Loan Structure (Rated by S&P as BB or lower)
Bank Debt Facilities (typically represented 30-35% of Total Capital):
 Revolving Credit (Typically, Commercial Banks provide this facility)
 Commitment Amount
 Typical maturities of 5-6 years
 Funded Versus Unfunded Amount
 Funded Pricing and Unfunded Pricing (Commitment Fee)
 Letters of Credit
 Term Loans (typically, Non-Bank institutions provide this facility)
 Funded Amount – sometimes structured as Delayed Draw Down
 Typical Maturities of 6-8 years
Public Bonds / Notes (typically represented 20-25% of Total Capital):
 Typical maturities of 9-11 years
 Unsecured Debt
Private Equity (typically represented 30-45% of Total Capital):
19
Typical Leveraged Deal Term Sheet / Credit Agreement
1. Parties to the Credit Agreement:
 Borrower
 Holding Company
 Guarantor / Parent and Subsidiaries’ Guarantee
 Agent Banks
 Administrative Agent
 Collateral Agent
 Syndication Agent
 Documentation Agent
 Law Firms representing the Borrower and Agent Banks
2. Description of the Transaction / Purpose of the Loan (s)
20
Typical Leveraged Deal Term Sheet / Credit Agreement (Continued)
3. Money Terms:


Amount / Tranches

Revolving Credit

Term Loans
Pricing

Interest Rate / Margin over LIBOR

Commitment Fees on unfunded portion

Maturities

Amortization Schedule (set principal payments)
Need 100% Vote from the syndicate
banks to amend these terms
21
Typical Leveraged Deal Term Sheet / Credit Agreement (Continued)
4. Non-Money Terms:
 Financial Covenants
 Negative Covenants
Need Majority Vote (typical 51%) from the
syndicate banks to amend these terms
 Affirmative Covenants
22
Typical Leveraged Deal Term Sheet / Credit Agreement (Continued)
New Terminology in 2006 and 2007:
Typical Financial Covenants
Covenant Lite Structures (“Covy lite”)
Maximum Leverage Ratio (Total Debt / EBITDA)
Incurrence Tests Vs Maintenance Tests
Maximum Senior Leverage Ratio (Bank Debt / EBITDA
Minimum Coverage Ratio (EBITDA / Interest
Minimum Fixed Charge Ratio (EBITDA – Capex – Taxes ) / Interest + Principal Payments)
Maximum Capital Expenditures
Minimum Tangible Net Worth
New Terminology in 2006 and 2007:
Typical Negative Covenants
“Green Shoe”
Limitations on Additional Debt
Limitations on Asset Sales / Mergers & Acquisitions / Sale/leaseback transactions
Limitations of Dividends / Investments
Limitation on Liens / Negative Pledges
Excess Cash Sweep
Limitations of Change of Ownership
23
Typical Leveraged Deal Term Sheet / Credit Agreement (Continued)
5. Other Terms & Conditions:

Security / Liens / Guarantees

Mandatory Prepayments

Optional Prepayments / Call Protection

Financial Reporting / Maintaining Corporate Existence (“Affirmative Covenants”)

Representation and Warranties

Conditions Precedent at Closing

Events of Default

Assignments and Participations / Secondary Sales

Waivers and Amendments

Indemnification

Cross Default

Material Adverse Clause (MAC)
24
Typical Leveraged Deal Term Sheet / Credit Agreement (Continued)
6. Pricing, Fees and Expenses on Separate Documents:

Fee Letter

Interest Rate (Applicable Margin and Leveraged Grids)

Expenses
25
Typical Leveraged Deal Term Sheet / Credit Agreement (Continued)
Other Terminology to the Credit Agreement
 LIBOR Floor
 Original Issuer Discount (OID)
 Margin Spread
A typical calculation of Loan Yields in the secondary market for loans:
LIBOR or LIBOR Floor + Margin Spread + (100-OID)/4* years = Loan Yield
*market convention is to use 4 years as it represents the average life
i.e.
LIBOR Floor = 3.00%
Margin Spread = 400 basis points (or 4.00%)
OID = 96
Then the Loan Yield is calculated to:
3.0% + 4.0% + [(100 – 96)/100]/4 = 7.0% + (4.0% / 4) = 7.0% + 1.0% = 8.0% Yield
26
Typical Leveraged Deal Term Sheet / Credit Agreement (Continued)
Other Schedules Attached to the Credit Agreement
 Intercreditor Agreement
 Purchase Agreement
 Hedging Arrangement / Hedging Agreement
27
Example of a Large Syndicated Loan
Harrah’s Entertainment
28
Example of a Large Syndicated Loan
Harrah’s Entertainment
TRANSACTION OVERVIEW
On December 19, 2006, Harrah’s Entertainment Inc.
(“Harrah’s” or the “Company”) announced that it had entered
into an agreement to be acquired by affiliates of Apollo
Management (“Apollo”) and TPG Capital (“TPG”) in a
transaction valued at approximately $31.2 billion (including
estimated fees and expenses)
Harrah’s Entertainment, based in Las Vegas, Nevada, is the
world’s largest and most geographically diversified gaming
company, operating 50 casinos in six countries, with the #1
or #2 market share in almost every major gaming market in
the U.S.
 At the time of the acquisition, Harrah’s generated LTM
9/30/07 Net Revenues and Pro Forma Adjusted EBITDA of
$10.6 billion and $2.9 billion, respectively.
Harrah’s Operating Company (“HOC”) owns or manages 43
of the 50 Harrah’s Entertainment casinos and generated
LTM 9/30/07 Net Revenues and Pro Forma Adjusted
EBITDA of $8.0 billion and $2.0 billion, respectively
29
Example of a Large Syndicated Loan
Harrah’s Entertainment
TRANSACTION SOURCES & USES
SOURCES:
Revolver
New Term Loan-B
Total Bank Debt
Existing Senior Debt
CMBS
Senior Unsecured Notes
Senior Unsecured Notes (PIK)
Total Senior Sources
USES:
TERM
6
7
8
5
10
10
L+
RATE
3.00% 7.25%
3.00% 7.25%
6.70%
7.50%
10.75%
10.75%
COMM $ AMT % CAP
2,000.0
0.0
0.0%
7,250.0 7,250.0
23.2%
9,250.0 7,250.0
23.2%
4,624.0
14.8%
6,500.0
20.8%
5,275.0
16.9%
1,500.0
4.8%
25,149.0
80.5%
Senior Sub Debentures
Junior Sub Debentures
Total Junior Sources
0
0
0.00%
0.00%
0.0
0.0
0.0
0.0%
0.0%
0.0%
New Preferred Stock
New Common Equity
Total Equity
Total Sources
10
10.00%
2,000.0
4,096.0
6,096.0
31,245.0
6.4%
13.1%
19.5%
100.0%
ASSUMED LIBOR (1/2008)
Purchase Shares
Extra Cash
Refinance Existing Debt
Fees & Expenses
Rollover Debt
Total Uses
$ AMT
17,291.0
642.0
7,582.0
1,106.0
4,624.0
31,245.0
Sources - Uses
0.0
4.25%
30
Example of a Large Syndicated Loan
Harrah’s Entertainment
STRUCTURE – TOO LEVERAGE??
Pro Forma Capitalization
($ in MM)
$2B Revolver
Term Loan B
Bank Debt
Pro Forma
% of
At Close Total Cap
$
0.0%
7,250.0
31.4%
$ 7,250.0
31.4%
2007
EBITDA
0.0x
3.6x
3.6x
Sr unsecured cash-pay
Sr unsecured PIK toggle
Total Senior Debt
5,275
1,500
$ 14,025.0
22.9%
6.5%
60.8%
2.6x
0.7x
6.9x
Rollover of existing debt
Total Debt
4,624.0
$ 18,649.0
20.0%
80.8%
2.3x
9.2x
Contributed Equity
Total Capitalization
4,422.3
$ 23,071.3
19.2%
100.0%
Aggressive Structure??
Source: SMBC analysis
Adjusted 2007 EBITDA
$
2,037.0
31
Example of a Large Syndicated Loan
Harrah’s Entertainment
CORPORATE STRUCTURE
32
Example of a Large Syndicated Loan
Harrah’s Entertainment
SUMMARY OF TERMS – SENIOR CREDIT FACILITY
33
Example of a Large Syndicated Loan
Harrah’s Entertainment
SYNDICATION GROUP
Lender
Bank of America (Joint Lead Arranger)
Deutsche Bank (Joint Lead Arranger)
Citibank (Joint Bookrunning Managers)
Credit Suisse (Joint Bookrunning Managers)
JP Morgan (Joint Bookrunning Managers)
Merrill Lynch (Joint Bookrunning Managers)
Bear Stearns (Co-Managers)
Goldman Sachs (Co-Managers)
Morgan Stanley (Co-Managers)
34
Example of a Large Syndicated Loan
Harrah’s Entertainment
SYNDICATION PROCESS – WRONG TIMING FOR AN UNDERWRITTEN DEAL???
 The general syndication of Harrah's was launched 1/15/2008 with a bank meeting in New York.
Over 1,000 bankers attended the general syndication meeting with commitments requested by
1/29/2008.
 Unfortunately, given the: i) global correction in the financial markets on the week of January 21,
2008, ii) dramatic widening of high yield credit spreads and iii) reduction in the 3-month Libor Rate by
at least 120 bps that followed, the secondary market loan prices pulled back materially and bank
investors started to demand a much higher All-In Yield (about L+ 500) on primary market
transactions, like Harrah's.
 Investors were demanding All-In Yield of between L+ 450 - 500 to commit/purchase Harrah's
Term Loan B. Since the offered TLB margin spread was L+300, investors were demanding a
discount (OID) of between 92-93 (compared to the original OID offer of 96.5) from the
Underwriters/Arrangers.
 Following the failed syndication, Arrangers in order to reduce their exposure, were offering
Harrah's TLB with an OID in the low 90's.
35
Example of a Large Syndicated Loan
Harrah’s Entertainment
SYNDICATION PROCESS – WRONG TIMING FOR AN UNDEWRITTEN DEAL?? (continued)
 At the time, given such low demand, it was reported that Credit Suisse started to quietly
syndicate their exposure prior to the commitment deadline (1/29/2008), independent of the other
Arrangers.
 As a consequence, each of the Arrangers started to syndicate their own exposure to their own
investors offering as low as 90's OID to syndicate their exposure.
 After that incident, there was a new agreement made between the Arrangers called The
Memorandum of Understanding (MOU) where it prohibits one arranger to sell their exposure within an
agreeable period (6 months after the commitments are due) without the consent of the other
Arrangers.
36
BIOGRAPHY OF THE LECTURER
Chris Droussiotis, MBA, C.H.E.
Chris Droussiotis has twenty three plus years of banking experience working in the
investment banking divisions of major New York money center banks, such as Bank of
America, CIBC Oppenheimer, Sumitomo Mitsui Banking Corp., Mitsui Nevitt Merchant
Bank, Mizuho Financial Group and Bank of Tokyo-Mitsubishi, specializing in the
financing and structuring of merger & acquisition, leveraged buyout and recapitalization
transactions.
Chris is currently the Head of the Leveraged and Sponsor Finance Group at Sumitomo Mitsui Banking
Corporation managing a $1.4 billion investment portfolio of leveraged loan investments.
Duties include portfolio analysis, valuation, financial projections, credit assessment, as well as interaction with
issuers, broker-dealers, investment banks, Private Equity firms and bank management.
Prior to his banking career, Chris taught mathematics and business statistics at FDU’s Sullivan Business School
in Rutherford, NJ. He holds a B.Sc. in business, an MBA from FDU’s Sullivan School of Business, was credit
trained at Bank of America, and completed advanced professional development courses in corporate taxation at
New York University.
Chris is also an Adjunct Professor of certain finance courses for undergraduate and graduate programs at
Baruch College and FDU including Investment Analysis, Quantitative Analysis in Business, Managerial
Accounting, Business Statistics and Advanced New Venture Management.
Chris has given various lectures on various subjects including Leveraged Buyouts, Credit Markets, Capital
Markets for Baruch College, as well as companies such as Cendant Corporation, Wyndham Worldwide,
Travelocity and the Industrial Bank of Japan.
Chris is also the president and founder of CSD&A, a financial consulting firm established in 1989 to assist
companies with business plan development, quantitative analysis, financial modeling, enterprise valuation,
Portfolio Anaysis, M&A, and debt and equity capital procurement.
37
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