Author: Robert Grunewald

Mr. Grunewald has over 25 years of experience with middle market finance, BDCs and asset management. Within the finance industry, he has participated as a lender, investment banker, M&A advisor, private equity investor and hedge fund manager. As head of Financial Services M&A at NationsBank/Montgomery Securities from 1992 through 1997, Mr. Grunewald and his team completed numerous assignments for clients throughout the specialty finance industry.
10 Jan 2024

Recession Avoided, Private Credit Wins, and Other Predictions for 2024

As another volatile year concludes, it is with great humility and deep respect for the likelihood of the unexpected, the following are my top 10 Predictions for 2024:

1. While we will avoid a recession, GDP growth will slow significantly.

Real GDP growth for 2023 is expected to come in around 3%. I wouldn’t be surprised to see the effect of higher interest rates result in 2024 GDP growth of around 1%. Wall Street is mostly convinced that the Fed will reach its goal of a soft landing for the U.S. economy in 2024. This means there will be slower economic growth, but no recession, leading to interest rate cuts in 2024. Consider how close that leaves us to dipping into negative growth/recession territory if the Fed doesn’t manage interest rates carefully. Hedge your bets.

2. The S&P 500 will be up mid to high single-digits—let’s call it 5%.

The average Wall Street analyst remains constructive on U.S. equities, forecasting a ~5% total return on the S&P 500 in 2024. These forecasts reflect positive EPS growth and valuation assumptions, despite headwinds from a sluggish economy and uncertainty around the 2024 Presidential election. We view private credit as the relatively more attractive asset class.

3. Private equity returns will not be worth the lack of liquidity and drawdown hassle.

Higher rates have led to a shift in economics away from private equity to the benefit of private credit. Even BlackRock predicts only 11.2% returns for private equity over the next 10 years. Enough said.

4. Real estate investments warrant caution, as more pain is yet to come.

Commercial real estate incurred over half a trillion dollars in losses in 2023 and is projected to have similar losses again in 2024. Read the recent Muddy Waters Research report on Blackstone Mortgage Trust (BXMT) and the hair will stand up on the back of your neck. Of course, out of chaos can eventually come opportunity.

5. Private credit default rates will continue to trend in line with historical averages.

JP Morgan’s most recent forecast is for private credit default rates to average 3.25% in 2024. This represents a 75bp reduction in forecasted default levels from their previous prediction. The 25-year average default rates are 3.00%. I expect default rates to remain close to these historical averages. Interestingly, the loans in Flat Rock Opportunity Fund’s CLOs have defaulted at a 1.7% rate in 2023. Carefully curating your private credit exposure can make a significant difference in risk and return.

6. Grouping private credit risk into a monolithic bucket will be fraught with risk.

Private credit, now estimated to be in excess of a $1.5 trillion market, is as diverse in potential risk as bonds. First lien risk is radically different than second lien risk and certainly mezz debt or distressed debt. Loan-to-value is critical—the more equity that finances the business, the greater the margin of safety for the lender. According to JP Morgan Research, first lien loans have a recovery rate of 64.3% while second lien loans have a 23.9% recovery rate. That means even a small amount of second lien exposure has the potential to materially increase risk. Why expose yourself to anything except high quality, first lien, senior secured loans when they are currently generating equity-type returns?

7. Private credit will outperform the S&P 500, private equity, and real estate.

At the current interest rate levels, high quality, first lien loans are generating equity-type returns. Even if rates decline a bit, as economic growth slows, there is safety at the top of the capital stack.

8. Unique investment opportunities will be found in capacity-constrained strategies.

Consider CLO BB Notes, CLO Equity, lower middle market private credit, and one-off real estate transactions underwritten by quality firms. These market segments are too small for the behemoth asset managers.

9. Boys in the Boat will win the Oscar for Best Picture.

I read this book a few years ago and consider it one of the best books I’ve read. It’s the story of a Washington University crew team overcoming numerous obstacles to achieve an unbelievable level of success. The main message for me was the power of hard work combined with the power of teamwork can allow you to accomplish goals you never thought possible. I am immensely grateful for the hard work of the entire Flat Rock Global team and the power of teamwork they show every day.

10. The Eagles will win the Super Bowl.

Or it could be the 49ers, or the Chiefs; I like the Bills as a long shot, damn who knows, but our colleague Yuri is such a diehard Eagles fan I have to cheer for them. Go Birds!

SOURCES

1. Bureau of Economic Analysis; Bureau of Labor Statistics; Congressional Budget Office. December 2023.

2. 2023 Stock Market Year in Review. Forbes Advisor. December 4, 2023.

GLOSSARY

Basis point (bp): Refers to a common unit of measure for interest rates and other percentages in finance. One basis point is equal to 1/100th of 1%, or 0.01%, or 0.0001, and is used to denote the percentage change in a financial instrument.

Collateralized Loan Obligations (CLOs): Collateralized loan obligations (CLO) are securities that are backed by a pool of loans. In other words, CLOs are repackaged loans that are sold to investors.

First Lien Risk: First lien loans are first in line for payment in a bankruptcy, with a lien on all the company’s assets.

Second Lien Risk: Second lien loans are second in line for payment in a bankruptcy, and thus carry more risk than first lien loans.

Mezzanine (Mezz) Debt: Mezzanine debt is when a hybrid debt issue is subordinate to another debt issue from the same issuer.

Distressed Debt: Distressed debt is debt that belongs to government entities or companies that are facing financial difficulties, such as default.

Loan-to-Value: The loan-to-value ratio looks at the amount of money being borrowed and compares it to the market price of the asset being purchased.

Margin of Safety: The margin of safety principle of investing applies when an investor only buys securities when the market price is below the estimated intrinsic value.

BB Notes: BB Notes refers to debt notes with a rating of BB by a National Recognized Statistical Rating Organization (NRSRO) such as Moody’s Investor Service (Moody’s), Standard & Poor’s (S&P), or Fitch Ratings.

DISCLOSURES

Past performance is not indicative of future results. This is not an invitation to make any investment or purchase shares in any fund and is intended for informational purposes only.

Nothing contained herein constitutes investment, legal, tax or other advice, nor is it to be relied on in making an investment or other decision.

Nothing herein should be construed as a solicitation, offer or recommendation to acquire or dispose of any investment, or to engage in any other transaction.

About Flat Rock Opportunity Fund (FROPX):

Flat Rock Opportunity Fund invests primarily in equity and in junior debt tranches of CLOs. CLOs provide exposure to senior secured loans on a leveraged basis. Flat Rock Opportunity Fund is structured as an SEC-registered closed-end management investment company operating as an interval fund, and shares of the Fund can be purchased using the ticker FROPX.

Consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. Other information about the Fund may be obtained at flatrockglobal.com/flat-rock-opportunity-fund. This material must be preceded or accompanied by a prospectus.

ALPS Distributors, Inc. serves as our principal underwriter, within the meaning of the Investment Company Act of 1940, as amended, and will act as the distributor of our shares on a best efforts’ basis, subject to various conditions.

The following disclaimer relates The Flat Rock Opportunity Fund (FROPX). The Fund is suitable for investors who can bear the risks associated with the Fund’s limited liquidity and should be viewed as a longterm investment. There is no secondary market for the Fund’s shares, and it is not anticipated that a secondary market will develop. Thus, an investment in the Fund may not be suitable for investors who may need the money they invest in a specified timeframe. The shares of the Fund are not redeemable. Although the Fund will offer to repurchase at least 5% of outstanding shares on a quarterly basis in accordance with the Fund’s repurchase policy, the Fund will not be required to repurchase shares at a shareholder’s option nor will shares be exchangeable for units, interests or shares of any security. The Fund is not required to extend, and shareholders should not expect the Fund’s Board of Trustees to authorize, repurchase offers in excess of 5% of outstanding shares. Regardless of how the Fund performs, an investor may not be able to sell or otherwise liquidate his or her shares whenever such investor would prefer. The Fund’s distributions may be funded from unlimited amounts of offering proceeds or borrowings, which may constitute a return of capital and reduce the amount of capital available to the Fund for investment. Any capital returned to shareholders through distributions will be distributed after payment of fees and expenses. The amounts and timing of distributions that the Fund may pay, if any, is uncertain. A return of capital to shareholders is a return of a portion of their original investment in the Fund, thereby reducing the tax basis of their investment. As a result of such reduction in tax basis, shareholders maybe subject to tax in connection with the sale of Shares, even if such Shares are sold at a loss relative to the shareholder’s original investment. Shares are speculative and involve a high degree of risk, including the risk associated with belowinvestment grade securities and leverage.

For further information, please email info@flatrockglobal.com

ALPS Control Number FLT000397

26 Sep 2022

Key Questions Regarding How to Use the Flat Rock Global Funds in Portfolio Allocation

Over the years we have received numerous questions from Financial Professionals and Advisers regarding how to potentially position the Flat Rock Global Funds in a client’s portfolio. There are no absolute right answers to this question, but let’s examine this issue through the lens of the questions that many advisors have asked us over time:

1. Based on their own individualized set of factors, circumstances, and risk tolerances, my client has determined that they would like to allocate to Alternative Investments (“Alts”). How can we begin to incorporate Alts in an investment portfolio? 

This question begs another question; what is an Alt? Historically Alts or alternative investments were any investments that were not traditional liquid bonds and equities. These alternative investments typically came in limited partnership structures. These structures typically had investment drawdowns where your investment commitment was drawn down over several years and returned over time with a finite life. These alternative investments might include private equity, real estate, hedge funds, private credit, and more esoteric asset classes. Given the structure, Alts were completely illiquid and often viewed as a place to try to gain access to outsized returns in exchange for the absence of liquidity. Historically Alts have been viewed as higher return and higher risk investments that might be a somewhat limited portion of a client’s portfolio.

We don’t view either Flat Rock fund (the Flat Rock Core Income Fund (Ticker: “CORFX”) or the Flat Rock Opportunity Fund (Ticker: “FROPX”) as alternative investments. The first goal of both of these funds as written in our prospectuses is preservation of capital. These are not funds that are trying to “hit home runs.” Our goal is to preserve capital while generating an attractive dividend yield. It’s helpful for investors to understand the interval fund structure of these funds. You can invest any day using the simple tickers CORFX or FROPX. Independent third-party firms determine the daily valuation of the funds. The funds are available to all investors, not just qualified and accredited investors, making them useful as broad, portfolio allocation tools. There are no inefficient drawdown structures. However, it’s also important to note that liquidity is limited to redemptions once a quarter as we tender for up to 5% of the equity each quarter or 20% per year. This limited liquidity allows investors to tap into the illiquidity premium that we believe is available as we invest in less liquid private credit. While we hope that our investors position their Flat Rock investments as long-term investments, the quarterly liquidity is useful for portfolio rebalancing and the occasional investor incurring an unusual liquidity need. In our opinion, the interval fund structure does not work well for investments deemed tactical in nature, where the advisor is trying to time the market by investing in private credit with plans to pivot out of the investment at some later point.

The question remains, if the Flat Rock funds aren’t typical alternative investments, but rather what I would prefer to call simply “less liquid investments,” what is the right portfolio allocation? Perhaps the historical reason to limit the percentage of alternative investments is due to a combination of the complete illiquid nature of the investments combined with the perception of these investments as riskier. Interval funds, or “less liquid investments” like the Flat Rock funds can include investments within a wide risk band. However, interval funds do offer quarterly liquidity. Every advisor needs to do their own due diligence and risk assessment on a particular interval fund’s potential risks. But within the context of this risk assessment, the limiting factor for how much of a given client’s portfolio might be allocated to “less liquid investments” is ultimately the liquidity needs of the client. As a result, we are seeing some advisors tap into the potentially higher returns available in less liquid, lower volatility interval funds like the Flat Rock funds by using these funds as core positions in their client’s portfolios and not limiting these positions by old alternative investment portfolio allocation guidelines.

2. Why would an adviser allocate to the Flat Rock Core Income Fund (CORFX) in a client’s portfolio?

The Flat Rock Core Income Fund (“CORFX”) primarily invests in first lien floating rate loans to middle market companies owned by private equity firms. Flat Rock Core Income Fund’s objective is the preservation of capital while generating current income from its debt investments and seeking to maximize the portfolio’s total return. We believe that investors are paying a significant liquidity premium to invest in traditional fixed income that results in relatively low returns and potentially undue volatility and risk. Since June 30th, 2017, the inception of CORFX, the Bloomberg US Aggregate Bond Index (the “Agg”) has returned 0.88% with a standard deviation of 4.09%. 2022 year-to-date returns for the index are astonishingly a negative 10.35%. It seems you would be better off sitting in cash than investing in the Agg or a similar alternative. Conversely, CORFX during the same 5-year period has had average annual returns of 7.14% with a standard deviation of 2.96% and 2022 year-to-date performance (through June 30th) is up 0.98%. Some of the reasons for the differences in returns are the low duration, floating rate nature of the CORFX portfolio and as mentioned before, our view of the illiquidity premium available in private credit investments. To be fair, private credit investments are not risk-free investments, however, at CORFX we believe we try to minimize risk of loss by focusing on first lien, senior secured loans with low loan to values. Today, the average loan to value of the portfolio is 44%. As a result, we believe CORFX can be considered as a potential core position in a client’s portfolio.

Sept 2022 ChartThe performance data quoted here represents past performance. Current performance may be lower or higher than the performance quoted above. Investment return and principal value will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. Past performance is no guarantee of future results. Flat Rock Core Income Fund’s performance, especially for very short periods of time, should not be the sole factor in making your investment decisions. For performance data current to the most recent month end, please call 307.500.5200. All historical performance prior to 11/23/2020 is of the Predecessor Fund. Flat Rock Capital Corp. Flat Rock Core Income Fund is a fund with the same assets, Advisor, and investment strategy as the Predecessor Fund.

3. Why would an adviser allocate to the Flat Rock Opportunity Fund (FROPX) in a client’s portfolio?

If the intent of the Core Income Fund (CORFX) is to be a potential core position in a fixed income portfolio, the intent of the Flat Rock Opportunity Fund (FROPX) is to offer investors the potential for higher returns, albeit in exchange for higher volatility. FROPX focuses on investing in highly diversified pools of private credit, but with leverage resulting in higher returns than CORFX. The result is average annual returns since inception on July 2, 2018 of 11.42% with an average standard deviation since inception of 7.25% and a current distribution rate of 13.3% as of June 30, 2022. FROPX might be viewed as an interesting alternative to high yield bonds. The Bloomberg Barclays US High Yield index has had average annual returns since the inception of FROPX of 2.04% and an average standard deviation over the same period of 6.25%. As a result, FROPX has significantly outperformed the return of high yield bonds with only slightly higher volatility.

However, we believe that a potentially more compelling way to use FROPX in portfolio allocation is as an equity alternative. Since the inception of FROPX, the S&P 500 has had average annual returns of 10.48% vs. 11.42% for FROPX, while the S&P 500’s standard deviation over that same period has averaged 22.30% vs. 7.25% for FROPX. The bottom line, since inception, FROPX has delivered equity-type returns at a fraction of the volatility of investing in equities. Based upon this data, an investment in FROPX as part of what would otherwise be an equity allocation can potentially deliver returns competitive with equities while reducing overall portfolio volatility. Allocating some of an investor’s traditional equity allocation to FROPX has another potential benefit; the current cashflow generated by FROPX can increase the cash generated by a portfolio and better position it to be patient during market downturns.

Sept 2022 Chart 2

The performance data quoted here represents past performance. Current performance may be lower or higher than the performance quoted above. Investment return and principal value will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. Past Performance is no guarantee of future results. A Fund’s performance, especially for very short periods of time, should not be the sole factor in making your investment decisions.

The data provided above is based upon historical returns and does not guarantee future performance. Please feel free to reach out to us for more details on each of these funds. We look forward to continuing the dialogue.

Robert K. Grunewald

CEO and Founder


Disclosures

Investors should carefully consider the investment objectives, risks, charges and expenses of the Funds. This and other important information about the Funds are contained in the prospectus, which can be obtained by visiting flatrockglobal.com. The prospectus should be read carefully before investing.

Alps Distributors Inc. serves as our principal underwriter, within the meaning of the 1940 Act, and will act as the distributor of our shares on a best efforts’ basis, subject to various conditions.

FROPX Disclosures

The Fund’s investment objective is to generate current income and, as a secondary objective, long-term capital appreciation.

ALPS Distributors, Inc. serves as our principal underwriter, within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”), and will act as the distributor of our shares on a best efforts’ basis, subject to various conditions.

Diversification does not eliminate the risk of experiencing investment losses.

S&P 500 is a market-capitalization-weighted index of the 500 largest U.S. publicly traded companies by market value. S&P/LSTA U.S. Leveraged Loan Index is designed to reflect the performance of the largest facilities in the leveraged loan market. The Bloomberg Barclays US Corporate High Yield Bond Index measures the USD-denominated, high yield, fixed-rate corporate bond market. Securities are classified as high yield if the middle rating of Moody’s, Fitch and S&P is Ba1/BB+/BB+ or below.

Interest Rate Risk: Rising interest rates may adversely affect the value of our portfolio investments which could have an adverse effect on our business, financial condition and results of operations.

Closed-End Management Company Risk: Regulations governing our operation as a registered closed-end management investment company affect our ability to raise additional capital and the way in which we do so. As a registered closed-end management investment company, the necessity of raising additional capital may expose us to risks, including the typical risks associated with leverage.

Repurchase Risk: The timing of our repurchase offers pursuant to our Repurchase Program may be at a time that is disadvantageous to our shareholders.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Market Risk: Changes in laws or regulations governing our operations may adversely affect our business or cause us to alter our business strategy. Global markets could enter a period of severe disruption and instability due to catastrophic events, such as terrorist attacks, acts of war, natural disasters, and outbreaks of epidemic, pandemic or contagious diseases, which could negatively impact the value of our investments and, in turn, harm our operating results.

Non-Diversified Risk: We may be more susceptible than a diversified fund to being adversely affected by any single corporate, economic, political or regulatory occurrence.

The Fund is suitable for investors who can bear the risks associated with the Fund’s limited liquidity and should be viewed as a long-term investment.

Our shares have no history of public trading, nor is it intended that our shares will be listed on a national securities exchange at this time, if ever.

No secondary market is expected to develop for our shares; liquidity for our shares will be provided only through quarterly repurchase offers for no less than 5% of and no more than 25% of our shares at net asset value, and there is no guarantee that an investor will be able to sell all the shares that the investor desires to sell in the repurchase offer.

Investing in our shares may be speculative and involves a high degree of risk, including the risks associated with leverage.

Investing in the Fund involves risks, including the risk that shareholder may lose part of or all of their investment.

We intend to invest primarily in the equity and, to a lesser extent, in the junior debt tranches of Collateralized Loan Obligations (“CLOs”) that own a pool of senior secured loans. Our investments in the equity and junior debt tranches of CLOs are exposed to leveraged credit risk. Investments in the lowest tranches bear the highest level of risk.

We may pay distributions in significant part from sources that may not be available in the future and that are unrelated to our performance, such as a returns of capital or borrowing. The amount of distributions that we may pay, if any, is uncertain. 

CORFX Disclosures

▪ Flat Rock Core Income Fund (the “Fund”) is a continuously offered, non-diversified, closed-end management investment company that is operated as an interval fund.

▪ The Fund’s investment objective is the preservation of capital while generating current income from its debt investments and seeking to maximize the portfolio’s total return.

▪ ALPS serves as our principal underwriter, within the meaning of the 1940 Act, and will act as the distributor of our shares on a best efforts’ basis, subject to various conditions.

▪ Diversification does not eliminate the risk of experiencing investment losses.

▪ Interest Rate Risk: Rising interest rates may adversely affect the value of our portfolio investments which could have an adverse effect on our business, financial condition and results of operations.

▪ Closed-End Management Company Risk: Regulations governing our operation as a registered closed-end management investment company affect our ability to raise additional capital and the way in which we do so. As a registered closed-end management investment company, the necessity of raising additional capital may expose us to risks, including the typical risks associated with leverage.

▪ Repurchase Risk: The timing of our repurchase offers pursuant to our Repurchase Program may be at a time that is disadvantageous to our shareholders.

▪ Market Risk: Changes in laws or regulations governing our operations may adversely affect our business or cause us to alter our business strategy. We may be more susceptible than a diversified fund to being adversely affected by any single corporate, economic, political or regulatory occurrence. Regulations governing our operation as a registered closed-end management investment company affect our ability to raise additional capital and the way in which we do so.

▪ Investing in Senior Loans involves a number of significant risks. Below investment grade Senior Loans have historically experienced greater default rates than has been the case for investment grade securities.

▪ The Fund’s use of leverage creates the opportunity for increased returns in the Fund, but it also creates special risks. To the extent used, there is no assurance that the Fund’s leveraging strategies will be successful.

▪ All historical performance prior to 11/23/2020 is of the Predecessor Fund, Flat Rock Capital Corp. Flat Rock Core Income Fund is a newly launched fund with the same assets, Advisor, and investment strategy as the Predecessor Fund.

▪ Investing in the Fund’s shares involves risks, including the following:

  • Shares of the Fund will not be listed on any securities exchange, which makes them inherently illiquid.
  • There is no secondary market for the Fund’s shares, and it is not anticipated that a secondary market will develop. Thus, an investment in the Fund may not be suitable for investors who may need the money they invest in a specified timeframe.
  • The shares of the Fund are not redeemable.
  • Although the Fund will offer to repurchase at least 5% of outstanding shares on a quarterly basis in accordance with the Fund’s repurchase policy, the Fund will not be required to repurchase shares at a shareholder’s option nor will shares be exchangeable for units, interests or shares of any security.
  • The Fund is not required to extend, and shareholders should not expect the Fund’s Board of Trustees to authorize, repurchase offers in excess of 5% of outstanding shares.
  • Regardless of how the Fund performs, an investor may not be able to sell or otherwise liquidate his or her shares whenever such investor would prefer and, except to the extent permitted under the quarterly repurchase offer, will be unable to reduce his or her exposure on any market downturn.
  • The Fund’s distributions may be funded from unlimited amounts of offering proceeds or borrowings, which may constitute a return of capital and reduce the amount of capital available to the Fund for investment. Any capital returned to shareholders through distributions will be distributed after payment of fees and expenses. The amounts and timing of distributions that the Fund may pay, if any, is uncertain.
  • A return of capital to shareholders is a return of a portion of their original investment in the Fund, thereby reducing the tax basis of their investment. As a result of such reduction in tax basis, shareholders may be subject to tax in connection with the sale of Shares, even if such Shares are sold at a loss relative to the shareholder’s original investment.
  • Shares are speculative and involve a high degree of risk, including the risk associated with below-investment grade securities and leverage.

DEFINITIONS

Duration can measure how long it takes, in years, for an investor to be repaid a bond’s price by the bond’s total cash flows. Duration can also measure the sensitivity of a bond’s or fixed income portfolio’s price to changes in interest rates.

Floating rate: A floating interest rate is one that changes periodically: the rate of interest moves up and down, or “floats,” reflecting economic or financial market conditions.

Standard deviation is a statistic that measures the dispersion of a dataset relative to its mean and is calculated as the square root of the variance. The standard deviation is calculated as the square root of variance by determining each data point’s deviation relative to the mean. If the data points are further from the mean, there is a higher deviation within the data set; thus, the more spread out the data, the higher the standard deviation.

07 Oct 2020
Why Invest in Interval Funds?

Why Invest in Interval Funds?

As reported by the SEC, there are 68 active interval funds offering unique access to less liquid investments including real estate, mortgage-backed securities, corporate debt, and structured products. The chart below shows the current makeup of these active interval funds, which total $33.5 billion in net assets.

As reported by the SEC, there are 68 active interval funds offering unique access to less liquid investments including real estate, mortgage-backed securities, corporate debt, and structured products. The chart below shows the current makeup of these active interval funds, which total $33.5 billion in net assets.

Fig 1. Source: intervalfundtracker.com

Liquidity

Interval funds are a type of closed-end fund. They offer more liquidity than traditional closed-end funds and less liquidity than open-end mutual funds. Per the Investment Company Act of 1940, open-end funds are prohibited from investing more than 15% of their net assets in illiquid assets. Closed-end funds are uncapped and able to invest the entirety of their portfolio in illiquid assets. Interval funds provide a unique alternative to these typically binary options. While interval funds are uncapped and allowed to invest beyond the 15% concentration limit on illiquid assets, they do offer investors periodic liquidity through tender offers that are typically quarterly. Interval funds’ liquidity is limited and for all intents and purposes should be considered a less liquid investment designed for long-term growth. However, compared to similarly illiquid asset structures found in closed-end funds or GP/LP structures, interval funds offer a better liquidity profile.

Below is a chart to summarize the key attributes of closed-end, interval fund, and open-end fund structures:

This chart summarizes the key attributes of closed-end, interval fund, and open-end fund structures:

Repurchase Period

At the predetermined buyback period, interval funds will announce a percentage of all outstanding shares they are willing to buy. This percentage is usually close to 5% but can be as much as 25%. These repurchases are done pro-rata, meaning fund managers allocate all repurchases proportionally and there is no guarantee an investor can redeem the number of shares they want to during that period. This repurchasing structure restricts selling opportunities and reduces liquidity. However, it also reduces the risk that the fund manager becomes a forced seller of assets potentially incurring unnecessary losses.

Why Invest in Interval Funds?

  • Interval funds allow investors to capture the illiquidity premium available in less liquid asset classes, while still investing in an SEC regulated entity and maintaining some level of liquidity.
  • Interval funds make less liquid asset classes, typically reserved for institutional investors, available to retail investors without the accredited or qualified investor limitations.
  • Using interval funds, asset managers can adopt alternatives investment strategies with greater liquidity than typically found in GP/LP investment structures and stronger regulatory oversite than a GP/LP structure. GP/LPs are often structured with draw down provisions that make for an inefficient use of capital as investors retain cash in anticipation of capital calls.

Interval Fund Risks

  • It’s important that investors understand the liquidity limitations of interval funds. You get the benefit of expected higher returns in exchange for less liquidity. As a result, interval fund investors should have longer term investment horizons.
  • Investors should also understand how a particular interval fund is structured to address its liquidity needs. The fund should have sufficient cash, cash flow and/or liquid assets to meet the periodic tenders.

For further information feel free to email info@flatrockglobal.com

04 Mar 2020
Illuminating Credit Agreements

Illuminating Credit Agreements

While the proliferation of cov-lite loans has garnered significant press, the detailed structure of loan agreements even when a covenant is present is critical to the embedded risk in a given loan.

Imagine you decided to build a waterfront home. One of the first and most important things you will do is hire an architect to draft a detailed blueprint for the engineers and contractors to follow. This blueprint will include everything from your foundation to the electrical layout of the house, which impacts the way you will use your home post-construction. Further, the blueprint will give you peace of mind, ensuring there are clear guidelines on how the home will be developed and that the contractors don’t have free reign.

Think of a credit agreement as a blueprint for leveraged loans. Credit agreements state how a company (the borrower) can act and dictates the term-loan investors’ rights. To protect your investors and advise them well, you must be well-versed in the anatomy of credit agreements and critically examine the elements of their construction. Here’s what you should hold top-of-mind when considering a loan’s structure.

Financial Covenants

In leveraged finance, there are two main credit agreements: cov-lite and non-cov lite, and each is defined by whether or not it is governed by financial promises called covenants. Cov-lite means that the term loan in question does not have a financial covenant and leaves the investor with less decision-making authority when the company faces financial hardships. Non-cov-lite means that the term loan has financial covenants, which give the investors more control over the investment when a company’s financial performance deteriorates.

Common financial covenants include:

Leverage Covenant = Company’s total debt less cash on hand divided by Earnings Before Interest, Tax, Depreciation, and Amortization (“EBITDA”). For example: “a company’s total debt cannot be more than 6x its EBITDA”

Interest Coverage = Company’s EBITDA divided by their interest expense. For example: “A company’s interest coverage cannot be less than 2x its EBITDA”

Defining EBITDA is Critical

The power of each financial covenant hinges on the definition of EBITDA in the agreement. EBITDA is a term that is as frequently used in a credit agreement as latte is used in a Starbucks. Not every latte is the same, just like the definition of EBITDA it is different in each credit agreement. It is crucial that EBITDA is clearly defined in a credit agreement and that a company does not have free rein in creating EBITDA add-backs, which are usually classified as non-recurring one-time expenses, restructuring expenses, management fees, etc. A credit agreement should cap each individual add-back at a dollar amount or a percentage of EBITDA, in addition to capping the total amount of add-back as a percentage of EBITDA. (For example, “total add-backs cannot exceed 25% of EBITDA.”) It’s a misstep to assume general conditions for EBITDA. The definition of EBITDA can make or break your financial covenants, as EBITDA can be easily inflated with egregious add-backs.

The Value of Negative Covenants

n addition to financial covenants, it is also important to look for tight negative covenants. Unlike a financial covenant, which binds the investor, think of a negative covenant as a restrictive measure on what a company can and cannot do. Negative covenants play an extremely important role, as they govern the amount of additional debt a business can incur, subsidiaries they can sell, IP they can transfer, payments they can make, etc. For example, someone that invests in a first lien term loan needs to ensure that another party cannot file a superior lien on the same assets. A credit agreement should cap incremental debt and/or carve-out a dollar amount for said debt and subject it to an acceptable leverage ratio.

Freedom for Unrestricted Subsidiaries

In regards to a company’s freedoms, it is also important to ensure that the credit agreement captures a company’s ability to form and transfer assets to unrestricted subsidiaries. Unrestricted subsidiaries are not included in the credit facility and are not subject to covenants or any other terms of the credit agreement. J.Crew is a great example of a company that found and capitalized on a loophole in its credit agreement. In 2017, J.Crew had notes that were due and needed to raise additional debt. So through multiple inter-company “investments,” the company transferred ~72% interest in its trademarks (worth ~$250MM) to an unrestricted subsidiary. This subsidiary now held the collateral, which was meant for the first lien term loan investors and used it to raise additional debt on the newly created subsidiary.

Summing Up

Like a well-built home, a loan is only as good as its foundational framework. Identifying properly structured loans with reasonable financial and negative covenants, a clear definition of EBITDA, and breathing room for unrestricted subsidiaries, is critical in choosing high quality, low-risk investments. The best way to maximize the use of higher quality loan structures is through employing a capacity-constrained strategy. In today’s market, smart credit investors need to position their funds to pass on the increasing number of poorly structured loans.

At Flat Rock, we focus on traditional covenanted middle market investment opportunities, which include negotiated credit agreements that offer our investors critical protections. As we continue to screen new opportunities, we look out for the aforementioned touch points in our credit agreement analysis and negotiation.

For further information feel free to email info@flatrockglobal.com