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clubs.wharton.upenn.edu clubs.wharton.upenn.edu Presentation Transcript

  • Introduction to the Bank Debt Portfolio Group Presentation to January 13, 2006
  • Agenda
    • Introduction
    • Introduction to the Bank Loan Market
    • The GS Bank Loan Franchise
    • Q&A
  • I. Introduction
  • What is the Bank Debt Portfolio Group (BDPG)? A joint venture between…
  • II. Introduction to the Bank Loan Market
  • Bank Loan Market Overview
      • Goldman Sachs (GS) is a major participant in the bank loan market
        • GS originates both investment grade and non-investment grade bank debt
        • The non-investment grade market for bank debt is called the Leveraged Loan Market
        • GS originates leveraged loans for leveraged buy-out (LBO) and merger transactions, as well as for corporate borrowers
      • Leveraged loans are typically senior secured obligations of the borrower
        • GS syndicates leveraged loans to institutional investors such as loan funds (prime rate funds and CLO’s) and hedge funds
        • GS actively trades bank debt in the secondary market
        • Par loans are loans that trade at or around 100 cents on the dollar; stressed and distressed loans trade at discounts to par (i.e., 70%)
  • U.S. Syndicated Loan Market Source: LPC Source: LPC and Bloomberg
  • Leveraged Bank Loan Market Larger than U.S. Equity Market $534bn Leveraged Loan Market Source: GS Debt and Equity Capital Markets, Loan Pricing Corporation and Bloomberg (1) U.S. new equity issuance $145bn U.S. Equity New Issue Market 1 $684bn Investment Grade Loan Market
  • Structural Considerations (1) 2 nd lien loans have a second priority interest in pledged collateral; high yield bonds are usually unsecured and/or subordinated. Liabilities 40 - 60% 20 - 30% 20 - 30% Sr. Secured Loans (1 st Lien) 2 nd Lien/ High Yield (1) Equity
      • Current Assets
        • Cash
        • Accounts Receivable
        • Inventory
      • Property
      • Plant
      • Equipment
      • Intangibles
      • Subsidiary Stock
      • Loans are the most senior debt in the typical leveraged capital structure
    % of Total Capitalization Pledged to:
  • U.S. Leveraged Loan Investors Domestic Banks 32.8% Asian Banks 14.1% Canadian Banks 4.7% Insurance Cos. 6.2% European Banks 19.1% Loan & Hybrid Funds 16.4% Finance Cos. 3.4% Leasing Cos. 1.7% Securities Firms 1.4% Thrifts 0.3% Banks 24% Non-Banks 76% Source: S&P Leveraged Lending Review Domestic Banks 14.4% Insurance Cos. 4.6% European Banks 6.5% CLOs & Prime, Hedge & High-Yield Funds 62.0% Finance Cos. 9.2% Canadian Banks 1.6% Asian Banks 1.1% Securities Firms 0.6% Banks 71% Non-Banks 29% 1995 2004
  • The Power of Leverage Simple Mortgage Example
    • Use little equity and borrow funds (leverage) to buy asset
    • Pay down debt over time
    • All excess returns accrue to the equity
    Today 5 years later $100 $100 IRR = 25% Debt $75 Equity $25 Debt $25 Equity $75
  • Turbo-Charge the Returns Value Added by the Equity Owners Align the Interests of Owners and Managers + Improve the Asset = Bigger House $200 Today 5 years later $100 IRR = 43% Debt $50 Equity $150 Debt $75 Equity $25
  • III. The GS Bank Loan Franchise
  • The GS Bank Loan Franchise
      • Advise clients on strategic and financing alternatives
      • Originate financing transactions
      • Structure transactions (with Capital Markets)
      • Negotiate and execute transactions (with BDPG)
      • Monitor market trends and comparable new issues
      • Determine likely price for loans
      • Identify potential investors
      • Market deal
      • Execution/Closing
      • Market primary new issue to investors
      • Ongoing sales and “marketing” for secondary market
      • Proprietary trading
      • Borrower, Sponsor and Investor Relations
      • Manage credit exposure and track operating performance
      • Manage workouts
      • Update sales and trading desk on company events
      • Assist in negotiation and execution of loans
      • Execute amendments, waivers, additional financings
    Primary Market Secondary Market Senior Bank Debt Operations Risk Mgmt/Client Service Bank Debt Portfolio Group Sales and Trading Leveraged Finance Capital Markets Origination Marketing / Syndication Trading
  • BDPG Functionality Bank Debt Portfolio Group (BDPG)
  • BDPG’s Principal Constituents BDPG Investors Legal Counsel Other Advisors Credit Legal Operations Other IBD Leveraged Finance Bank Debt Cap. Mkts. Bank Debt Sales & Trading Borrowers Sponsors
  • BDPG Analyst Responsibilities
      • Monitor portfolio credits
        • Prepare in-depth analyses on companies in the portfolio
        • Review company performance and quarterly covenant compliance
        • Confer with management/sponsor
      • Post internal and external clients on borrower performance/developments
        • Post bank loan sales & trading desk on developments with portfolio credits via e-mail and morning sales meetings
        • Coordinate and dialogue with bank loan investors about company performance and amendment requests
        • Write periodic credit updates for discussions with capital markets/sales & trading, credit and leveraged finance
        • Organize and participate in meetings and calls with bank loan investors
      • Support other client service initiatives with portfolio companies, including ratings advisory, refinancing, and other matters
  • BDPG Analyst Responsibilities, cont.’d
      • Help to structure and execute amendments/waivers (including refinancings and add-on financings) for portfolio credits
        • Coordinate with external constituents (borrowers, sponsors and investors) and internal parties (capital markets, sales & trading and credit) in connection with structuring and executing amendments and refinancings
        • Participate and assist with new loan origination and execution
        • Coordinate with counsel on preparation of documentation
  • Bank Loan Execution Group
      • The Bank Loan Execution Group (“BLE”) was initially established to help support, streamline and improve Goldman’s loan negotiation and marketing process
      • BLE has two elements:
        • Bank Loan Negotiation Team: Works with borrowers, investors and co-arrangers to draft and negotiate commitment papers, credit agreements and associated items
        • Bank Loan Transaction Team: Works with clients, advisors and sponsors to build rating agency presentations, bank offering circulars, investor slides and internal sales memos
      • BLE’s mission has been expanded to coordinate bank loan execution efforts throughout the financing process:
        • Build and communicate investment rationale to the market
        • Responsible for the marketing materials for new financings
        • Serve as a common point of contact for issuers and investors
        • Coordinate the efforts of capital markets, leveraged finance, credit and legal
  • BDPG: A Unique Opportunity
      • Great learning opportunity
        • Exposure to leveraged loans, LBO’s, and primary and secondary sales and trading
        • Opportunity to work directly with a variety of clients
          • External clients: financial sponsors, hedge funds, loan funds, well-recognized companies
          • Internal clients: industry investment banking teams, leveraged finance, sales and trading, capital markets, credit risk management & advisory, PIA / merchant banking
      • Small team
        • Flat organizational structure: work directly with senior people
        • Exposure to numerous industries
      • Broad range of experiences
        • Build fundamental credit and analytical skills
        • Coordinate disclosure between management teams, sponsors and investors
        • Model different capital structures for a company
        • Develop a view on what drives a company or an industry
        • Blend of portfolio management and transactional experiences
        • Execute new financing transactions
  • BDPG Sample Portfolio Companies Coleto Creek
  • IV. Q&A