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The summer-long leveraged finance hurricane has passed, and it's time to assess the damage. Well, we've survived. Aside from $750 million in either unsecured notes or mezzanine financing Kinetic Concepts Inc. needs to finalize its buyout, all the debt for pre-U.S. downgrade transactions has found workable structures for investors and has either been syndicated or is comfortably in the market. Professionals are feeling better about prospects for auctions that have been in holding patterns for months. Money is flowing back into high-yield: In another wild swing, investors placed $2.28 billion with high-yield mutual funds for the week ended Oct. 19, according to Lipper FMI.
Still, with every erratic shift in the climate, casualties pile up at debt capital markets groups. This column has reported on the maximum losses banks may face (as much as $500 million across the Street) by committing to financings at terms debt investors no longer would pay as they fled from risk. Though losses seem to have been limited as buyers showed renewed appetite at the maximum end of most terms before banks had to give up fees and dump debt at a loss, many shied away from potentially money-losing commitments, and others saw opportunities to grab market share. "Large banks have either shut down their book to underwritings or are saving it for their most significant and largest clients," says a banker who works on leveraged buyouts.
The proxy statement filed by Pharmaceutical Product Development Inc. on Oct. 14, detailing the process that led to the agreement by Carlyle Group and Hellman & Friedman LLC to purchase the contract research organization, or CRO, for $3.9 billion, is illustrative of the sudden change in financing terms that occurred in August.
As late as July 31, Carlyle was ready to buy at $37.50 per share. But then, in a period "with the S&P 500 equity index declining by 8% and an index comprised of other publicly traded CROs declining by 18%," Carlyle yanked the offer. The proxy notes: "Markets were impacted by several significant macroeconomic events, including concerns over the raising of the U.S. debt ceiling, the downgrading of the U.S. credit rating and concerns over European sovereign debt and bank stability."
Carlyle brought in Hellman & Friedman, and they haggled the price to $33.25, down nearly half-a-billion dollars. The PPD board's financial adviser, Morgan Stanley, says this was a fair price, given the financing available from Credit Suisse Group, J.P. Morgan Chase & Co., Goldman, Sachs & Co. and UBS. These groups had dramatically reduced their willingness to commit, and interest rates had risen. To get the deal done, sponsors had to put in 45% equity, and even so, according to the proxy, their internal rate of return could range between 11.4% and 29.1%.
The market not only saw reticence from lenders with outstanding commitments, but U.S. banks with euro-zone exposure and European banks facing downgrades, say sources.
As a result, groups more oriented to midcap deals have seen market share creep up since Standard & Poor's downgraded U.S. debt on Aug. 5. After the downgrade, RBC Capital Markets Corp. leapfrogged Goldman Sachs and Barclays Capital among others in global leveraged loans, for fifth in total volume, as a bookrunner on 14 transactions and $3.27 billion in volume through Oct. 24, according to Dealogic. Meanwhile, BMO Capital Markets was bookrunner on 22 transactions, for $2.18 billion in volume, good for 10th. RBC ranked ninth in leveraged loans in 2009, and neither RBC nor BMO has ranked in the top 10 for at least the past seven years.
Deutsche Bank AG and Credit Suisse, both top-five arrangers in 2010 and year-to-date 2011, have cooled down, bookrunners of just $1.65 billion and $1.6 billion worth of loans, respectively. Despite its woes, Bank of America Corp. still leads while serving on 93 deals and $17.8 billion in volume since Aug. 5, for 16% of the market, followed by Wells Fargo Securities LLC and J.P. Morgan.
Now that the market has digested the toughest of the summer deals and investors have begun to price in more expensive debt, many sources are confident that several auctions will be finalized by early 2012. Which names will be most frequently on the left for financings remains less certain.
Max Frumes covers leveraged finance for The Deal magazine.
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