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Corporate funding
monitor 2016
The changing face of finance
January 2016
www.allenovery.com
Despite volatility and complexity, corporates
continue to have funding options
Looking back, 2015 was quite a year.
Financial markets were volatile as they
absorbed an onslaught of new risks,
from the growth slowdown in China
to the collapse in oil prices.
A series of heavy new financial
regulations, designed to reshape
the sector, also came into effect
early in the year.
Yet, corporate funding still reached
near record levels at USD6.02 trillion,
according to Thomson Reuters data
analysed for this report. This is only
the second time combined financing
has exceeded USD6tn and just 6%
down on the peak achieved in 2014.
Companies found they could raise
money more cheaply and in more ways
than ever before. The new normal that
is emerging for corporate funding is a
lot more complex than it used to be,
but it’s working.
The clearest trend in 2015, strong in
both the U.S. and Europe, was the
return of investment grade loans as
the largest source of funding for
high quality corporates, up 6% to
USD1.65tn – pushing close to the
pre-crisis peak of USD1.71tn in 2007.
This also saw the value of investment
grade loans exceed the value of
investment grade bonds for only the
second time since the financial crisis.
The increase was driven by the merger
and acquisitions (M&A) boom and,
in particular, the return of megadeals
such as Anheuser-Busch Inbev’s bid
for SABMiller and Royal Dutch Shell’s
bid for BG.
These deals required large-scale
short-term bridge financing which
made up a sizeable share of the total:
of the USD360 billion lent in the top
20 investment grade deals, 38% was
bridge finance. M&A was also the
driving force behind a record year for
follow-on equity issues, which reached
close to USD450bn for the first time
in 2015.
The bulge in short-term finance has
resulted in a sharp rise in the number
of loans scheduled to mature in 2016.
Almost USD860bn of investment
grade loans matures in 2016, compared
with half of that amount in 2017.
0
500,000
1,000,000
1,500,000
2,000,000
2,500,000
3,000,000
3,500,000
4,000,000
Equity
Bonds
Loans
2015201420132012201120102009200820072006
Corporate funding – by source, global (USDm)
The Allen & Overy Corporate Funding Monitor looks at loan, bond and equity issues to non-financial corporates over the
past decade to see what impact regulatory pressures, bank deleveraging and the emergence of alternative sources of
finance have had on the way companies access funding. The data is taken from Thomson Reuters and excludes funding
to financial and real estate companies.
Corporate funding monitor 20162
© Allen & Overy LLP 2016
Even with the prospect of rising
interest rates in the U.S., however,
refinancing risk will remain low
for investment-grade corporates
for three reasons.
First, the increases look set to follow
a gradual path. The Federal Reserve’s
own projections imply rates around
2.5% by the end of 2017 and 3.5%
over the longer term – still far lower
than the peaks seen over the past
few decades.
In Europe a further round of
quantitative easing was ushered in
last year, increasing the volume of
cheap debt available for corporates.
Meanwhile the UK looks set to hold
off a little longer before it begins to
raise its rates.
No matter how you look at it, it will be
a long-time before corporates have to
worry about interest rates approaching
5%, as they were pre-crisis.
U.S. interest rate history and FOMC projections
0
1
2
3
4
5
6
7
201820162014201220102008200620042002
%
FOMC participants
median projection
for Fed Funds
Target Rate
Source: Bloomberg, Federal reserve
Fed Funds
Target Rate
www.allenovery.com
3
Secondly, the maturity profile for both
bonds and loans is very stable over the
next five years with roughly USD3tn
of debt maturing each year.
Most of this is likely to be rolled
over before reaching maturity to take
advantage of still-low interest rates.
In summary, investors’ appetite for
investment-grade paper, the historic
resilience of the high-yield and
leveraged loan markets and access
to various forms of alternative
finance, means there should be
adequate demand to meet the
pipeline of maturing debt over
the next 12 months.
Many commentators also anticipate
the appetite for M&A will continue in
2016. For investment grade borrowers,
a modest increase in rates will make
little difference to the affordability or
availability of funding. Banks remain
keen to finance good-quality deals
and there is increasing competition to
finance mid-market deals they might
previously have considered too small
This reflects the diminishing
returns on top-end large deals,
where margins are currently very
low and making a loan is often
only attractive as an entry ticket
to a broader and more-profitable
cross-selling relationship with
the borrower.
Five-year maturities for bonds and loans – global (USDm)
0
500,000
1,000,000
1,500,000
2,000,000
2,500,000
Bonds
Loans
20202019201820172016
Corporate funding monitor 20164
© Allen & Overy LLP 2016
One post-crisis trend the 2015
M&A-fuelled boom in short-term
finance has reversed is the primacy of
bonds in the investment grade market.
Pre-financial crisis the value of loans
was double the value of bonds. As the
credit crunch of 2007 gave way to a
full financial crisis, markets dislocated
and investment grade corporates
turned to bonds to meet their funding
needs in record numbers.
Over the past three years the volatile
post-crisis relationship between loans
and bonds, looks to have settled with
the value of bond issues and loans to
investment grade borrowers stabilising
to a position of parity.
If, as anticipated, the short-term bridge
loans used to fund the M&A boom are
refinanced in the bond markets during
2016, bonds will most likely take pole
position again. But the difference in
value between loans and bonds will
likely remain small.
Market currents continue to fluctuate
depending on which prevailing events
and conditions have the strongest pull
on the tidal flow of funds. But one
thing is clear – corporates have
options and are willing to use any
and all of them as necessary.
Investment grade financing – global (USDm)
0
500,000
1,000,000
1,500,000
2,000,000
Bonds
Loans
2015201420132012201120102009200820072006
Loans
Bonds
www.allenovery.com
5
More flexibility in
European funding
While investment-grade lending soared,
other parts of the market have not been
without their challenges, most notably in
leveraged loans, which dropped sharply
in 2015 after two years of strong growth.
Investor demand in the U.S. high-yield
bond and leveraged loan market
collapsed late last year, driven largely
by the deterioration of the oil and
commodities sectors. Also, investment
banks were unable to syndicate financing
commitments made in relation to
several large leveraged buyouts, further
dampening the market. New leveraged
lending guidelines from the Federal
Reserve on maximum acceptable
leverage for deals, also contributed
to a drop of 38% year-on-year for
new leveraged loans. Meanwhile the
European high yield and leveraged loan
market has been somewhat insulated
from these circumstances, although it
had to contend with the volatility
resulting from the Greek crisis.
Sub-investment grade lending will
remain more vulnerable to uncertainty
and tighter credit conditions than
investment grade loans, but the
drop in leverage deals has not
scuppered the trend towards greater
flexibility in the European market.
Indeed, U.S.-style covenant-lite loans
accounted for around half of European
leveraged lending in 2015 according
to S&P Capital IQ.
There has been a well established
tradition of U.S. trends being exported
to Europe. While European credits
have historically tended to tap the U.S.
markets for better terms, 2015 saw some
of that flow begin to reverse. QE and
lower prevailing interest rates in Europe
could attract more U.S. credits to the
European high-yield market, with
structures that are increasingly familiar
to American corporates, due to lower
all-in-yields. The strength of the U.S.
dollar may also make issuing Euro
denominated debt attractive for
companies with U.S. dollar revenues.
Finally, European high-yield funds
have been less invested in the oil and
commodities sectors, and as a result
have been somewhat insulated from
the volatility that has affected their
U.S. counterparts.
Another key development has been the
maturing of the European high-yield
bond market. Although issuance
dropped markedly to USD80bn
from USD124bn in 2014, the value
of high-yield bonds has more than
trebled from just USD26bn 10 years
ago, and now accounts for around
one-fifth of the wider European
corporate bond market.
Issuing a high-yield bond for general
corporate financing requirements is now
an acceptable alternative to bank lending
for any sub-investment grade borrower
in Europe, whereas historically it was
predominantly viewed as a tool for
financing leveraged buyouts.
High yield has also become attractive for
smaller issuers and deals, which should
ensure that the market continues to
grow despite greater investor appetite
for covenant-lite loans and a shift to
alternative financing.
The growth of the European high-yield
market may well be aided by the addition
of U.S. issuers over the next couple
of years.
Despite headwinds, the U.S. high-yield
market should also remain the well
established feature of the U.S. markets
it has always been. Spreads have been
rising, especially among the lowest-rated
issuers, and investors are becoming
more selective, but this largely reflects
the problems in the oil & gas and
mining sectors (which account for a
larger share of high-yield issuance in the
U.S. than in Europe) caused by falling
commodity prices.
The difficulties in these sectors are
unlikely to result in widespread
contagion and drastically
reduced liquidity.
Meanwhile, rising interest rates will
be counteracted by the strengthening
U.S. economy that is causing them
to rise – traditionally a positive
environment for high yield in the U.S.
The new normal
The structure and sources of corporate
funding have changed dramatically
since the financial crisis, responding
to fast-shifting market dynamics and
regulations. Despite the ups-and-downs,
the overall level of funding has stabilised
and the data are starting to show
patterns and trends that look set
to continue.
While banks still have to work to find
profits, corporates are enjoying easier
and cheaper access to investment-grade
loans if they are eligible, and a wider
variety of sub-investment grade
alternatives if they are not.
Corporate funding monitor 20166
© Allen & Overy LLP 2016
Technology and healthcare will drive IPO market in 2016
Initial public offerings (IPOs) got off to a strong start in 2015,
but momentum slowed, largely as a result of the volatility in
China during summer 2015 and the ease of raising private
funding in the U.S. – proceeds from IPOs in Asia Pacific
(excluding Japan) halved in 2015 from 2014 levels and
IPOs in the Americas were down 35%. While still well below
2006-2007 levels, Europe was by contrast a relative bright
spot – only down 9% year-on-year. Last year’s total included
the successful completion of a number of deals postponed
from the end of 2014 and a handful of large privatisations of
state-owned assets, such as the IPO of Spain’s airports
operator Aena. Activity also included a high proportion of
private equity exits, continuing a trend from 2014.
This proportion is now declining as the pipeline of good
private-equity assets that are ready for IPO shrinks. With fewer
large private equity and state-owned assets likely to come to
market, 2016 is likely to see a greater focus on mid-cap floats.
There is a significant pipeline of smaller technology companies
yet to come to market, and healthcare may also prove a
popular sector.
Is liquidity a risk for the high-yield market?
One potential concern for the U.S. high-yield bond market is
that issuance has grown at a time when the ability of banks to
act as market makers in corporate bonds has been curtailed.
In the past, banks’ bond trading desks have been willing to
hold substantial inventories of corporate bonds, allowing them
to perform a stabilising role during periods of market turmoil.
But new regulations such as the such as Dodd Frank have
made it more expensive to hold these instruments and bond
inventories have consequently declined sharply in recent years.
If investors were to exit the high-yield market due to rising rates
or increased defaults, the fear is that liquidity could suffer since
banks would be unable to fulfil their traditional role. A report by
Invesco notes that the inventory of U.S. corporate bonds held
by primary dealers has declined from a peak holding of about
10% of the market in July 2007 to just over 1% in 2015.
While this does not appear to be an immediate threat, it is
an illustration of how regulatory changes aimed at reducing
risks could have unpredictable consequences.
www.allenovery.com
7
Regional snapshots
0
30,000
60,000
90,000
120,000
150,000
Loans
Bonds
Equity
2015201420132012201120102009200820072006
Africa/Middle East/Central Asia
Total funding to corporates in Africa, the Middle East
and Central Asia rose 42% to USD164bn, exceeding the
previous high of USD160bn in 2007. However, as the graph
below illustrates, the trends by funding method varied
widely. Issuance of loans grew 64% in 2015 to a new high
of USD132bn, making up 80% of the funding mix and
exceeding the previous high of 75% in 2007. This perhaps
shows that banks are shifting their balance sheets away
from a stagnant Europe and are still willing to lend in
regions with growth potential. Bond issuance declined,
falling by almost 40%. The profile of maturities over the
next five years is relatively flat for both loans and bonds,
until 2020 when loan maturities spike.
0
10,000
20,000
30,000
40,000
50,000
60,000
70,000
80,000
Bonds
Loans
20202019201820172016
Corporate funding by source (USDm)
Corporate funding maturity by source (USDm)
Corporate funding monitor 20168
© Allen & Overy LLP 2016
0
50,000
100,000
150,000
200,000
250,000
Bonds
Loans
20202019201820172016
Bonds
Loans
0
100,000
200,000
300,000
400,000
500,000
600,000
Equity
Bonds
Loans
2015201420132012201120102009200820072006
Loans
Bonds
Equity
Asia Pacific (excluding Central Asia and Japan)
Corporate funding by source (USDm)
Corporate funding maturity by source (USDm)
There was a decline across all funding categories in
Asia excluding Japan, reflecting slower economic growth
across the region. The decline was greatest in bonds, where
issuance fell 40%, reversing the 40% increase seen in 2014
during exceptionally strong year for investment-grade
bonds. However, 2015’s total of USD320bn was still the
second-highest on record and bonds accounted for more
than 35% of corporate funding, compared to less than 20%
10 years ago. While equity was relatively flat year-on-year,
this masks the drop-off in IPOs mentioned earlier, which
fell by 48%, while follow-on offerings increased by 24%
to the highest level of USD171bn. More than USD200bn
of outstanding bonds mature in both 2016 and 2017,
the only region where the volume of bonds to be
refinanced exceeds the volume of loans.
www.allenovery.com
9
0
300,000
600,000
900,000
1,200,000
1,500,000
Bonds
Loans
20202019201820172016
Bonds
Loans
0
500,000
1,000,000
1,500,000
2,000,000
Equity
Bonds
Loans
2015201420132012201120102009200820072006
Loans
Bonds
Equity
Loans
Bonds
Equity
Americas
Corporate funding by source (USDm)
Corporate funding maturity by source (USDm)
Corporate funding in the Americas rose to USD3.15tn,
beating the previous high of USD3.06tn in 2014.
Bond issuance rose to a record of almost USD1tn,
with investment-grade bonds up 16% to USD754bn,
also a record high. While loan issuance overall only
increased by 1%, investment-grade loans grew by 52%
to another record high of USD859bn. Follow-on
offerings were up 7%, helping to offset the 35% drop
in IPO proceeds so equity overall in the Americas only
fell by 2%. With the ongoing economic troubles in
Latin America’s largest countries, Argentina and Brazil in
particular, corporate funding in the Americas outside the
U.S. was a completely different picture – down 22% overall,
with bond issuance down 47% and equity down 19%. Loan
maturities peak in 2016, to more than USD1.2tn, much of
which can be attributed to short-term bridge finance for
M&A deals announced in 2015.
Corporate funding monitor 201610
© Allen & Overy LLP 2016
0
100,000
200,000
300,000
400,000
500,000
600,000
700,000
800,000
Bonds
Loans
20202019201820172016
Bonds
Loans
0
100,000
200,000
300,000
400,000
500,000
600,000
700,000
800,000
Bonds
Loans
20202019201820172016
Bonds
Loans
0
200,000
400,000
600,000
800,000
1,000,000
1,200,000
1,400,000
Equity
Bonds
Loans
2015201420132012201120102009200820072006
Loans
Bonds
Equity
Europe
Corporate funding by source (USDm)
Corporate funding maturity by source (USDm)
Europe saw a sharp drop in total corporate funding
across all funding types in 2015, falling to USD1.5tn from
USD1.7tn. This reflected a number of headwinds, including
the extent to which the Greek debt crisis unsettled markets
for much of the year. However, the M&A boom still had an
impact in Europe. Investment-grade loans were up nearly
250% to USD580bn in 2015, just above the previous high
of USD578bn in 2007. While overall issuance of new equity
was down 18%, IPOs performed relatively well by
comparison, declining by 9%. Europe was the only region
to see a drop in follow-on offerings. Almost USD700bn in
loans is set to mature in 2016; as in the Americas, much of
this is bridge finance for M&A deals.
www.allenovery.com
11
www.allenovery.com
Allen & Overy means Allen & Overy LLP and/or its affiliated undertakings. The term partner is used to refer to a member of Allen & Overy LLP or an employee
or consultant with equivalent standing and qualifications or an individual with equivalent status in one of Allen & Overy LLP’s affiliated undertakings.
GLOBAL PRESENCE
Allen & Overy is an international legal practice with approximately 5,000 people, including some 527 partners, working in 44 offices worldwide.
Allen & Overy LLP or an affiliated undertaking has an office in each of:
Abu Dhabi
Amsterdam
Antwerp
Bangkok
Barcelona
Beijing
Belfast
Bratislava
Brussels
Bucharest (associated office)
Budapest
Casablanca
Doha
Dubai
Düsseldorf
Frankfurt
Hamburg
Hanoi
Ho Chi Minh City
Hong Kong
Istanbul
Jakarta (associated office)
Johannesburg
London
Luxembourg
Madrid
Milan
Moscow
Munich
New York
Paris
Perth
Prague
Riyadh (cooperation office)
Rome
São Paulo
Seoul
Shanghai
Singapore
Sydney
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Warsaw
Washington, D.C.
Yangon
© Allen & Overy LLP 2016 | CS1601_CDD-44088-final

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Corporate funding monitor 2016

  • 1. Corporate funding monitor 2016 The changing face of finance January 2016 www.allenovery.com
  • 2. Despite volatility and complexity, corporates continue to have funding options Looking back, 2015 was quite a year. Financial markets were volatile as they absorbed an onslaught of new risks, from the growth slowdown in China to the collapse in oil prices. A series of heavy new financial regulations, designed to reshape the sector, also came into effect early in the year. Yet, corporate funding still reached near record levels at USD6.02 trillion, according to Thomson Reuters data analysed for this report. This is only the second time combined financing has exceeded USD6tn and just 6% down on the peak achieved in 2014. Companies found they could raise money more cheaply and in more ways than ever before. The new normal that is emerging for corporate funding is a lot more complex than it used to be, but it’s working. The clearest trend in 2015, strong in both the U.S. and Europe, was the return of investment grade loans as the largest source of funding for high quality corporates, up 6% to USD1.65tn – pushing close to the pre-crisis peak of USD1.71tn in 2007. This also saw the value of investment grade loans exceed the value of investment grade bonds for only the second time since the financial crisis. The increase was driven by the merger and acquisitions (M&A) boom and, in particular, the return of megadeals such as Anheuser-Busch Inbev’s bid for SABMiller and Royal Dutch Shell’s bid for BG. These deals required large-scale short-term bridge financing which made up a sizeable share of the total: of the USD360 billion lent in the top 20 investment grade deals, 38% was bridge finance. M&A was also the driving force behind a record year for follow-on equity issues, which reached close to USD450bn for the first time in 2015. The bulge in short-term finance has resulted in a sharp rise in the number of loans scheduled to mature in 2016. Almost USD860bn of investment grade loans matures in 2016, compared with half of that amount in 2017. 0 500,000 1,000,000 1,500,000 2,000,000 2,500,000 3,000,000 3,500,000 4,000,000 Equity Bonds Loans 2015201420132012201120102009200820072006 Corporate funding – by source, global (USDm) The Allen & Overy Corporate Funding Monitor looks at loan, bond and equity issues to non-financial corporates over the past decade to see what impact regulatory pressures, bank deleveraging and the emergence of alternative sources of finance have had on the way companies access funding. The data is taken from Thomson Reuters and excludes funding to financial and real estate companies. Corporate funding monitor 20162 © Allen & Overy LLP 2016
  • 3. Even with the prospect of rising interest rates in the U.S., however, refinancing risk will remain low for investment-grade corporates for three reasons. First, the increases look set to follow a gradual path. The Federal Reserve’s own projections imply rates around 2.5% by the end of 2017 and 3.5% over the longer term – still far lower than the peaks seen over the past few decades. In Europe a further round of quantitative easing was ushered in last year, increasing the volume of cheap debt available for corporates. Meanwhile the UK looks set to hold off a little longer before it begins to raise its rates. No matter how you look at it, it will be a long-time before corporates have to worry about interest rates approaching 5%, as they were pre-crisis. U.S. interest rate history and FOMC projections 0 1 2 3 4 5 6 7 201820162014201220102008200620042002 % FOMC participants median projection for Fed Funds Target Rate Source: Bloomberg, Federal reserve Fed Funds Target Rate www.allenovery.com 3
  • 4. Secondly, the maturity profile for both bonds and loans is very stable over the next five years with roughly USD3tn of debt maturing each year. Most of this is likely to be rolled over before reaching maturity to take advantage of still-low interest rates. In summary, investors’ appetite for investment-grade paper, the historic resilience of the high-yield and leveraged loan markets and access to various forms of alternative finance, means there should be adequate demand to meet the pipeline of maturing debt over the next 12 months. Many commentators also anticipate the appetite for M&A will continue in 2016. For investment grade borrowers, a modest increase in rates will make little difference to the affordability or availability of funding. Banks remain keen to finance good-quality deals and there is increasing competition to finance mid-market deals they might previously have considered too small This reflects the diminishing returns on top-end large deals, where margins are currently very low and making a loan is often only attractive as an entry ticket to a broader and more-profitable cross-selling relationship with the borrower. Five-year maturities for bonds and loans – global (USDm) 0 500,000 1,000,000 1,500,000 2,000,000 2,500,000 Bonds Loans 20202019201820172016 Corporate funding monitor 20164 © Allen & Overy LLP 2016
  • 5. One post-crisis trend the 2015 M&A-fuelled boom in short-term finance has reversed is the primacy of bonds in the investment grade market. Pre-financial crisis the value of loans was double the value of bonds. As the credit crunch of 2007 gave way to a full financial crisis, markets dislocated and investment grade corporates turned to bonds to meet their funding needs in record numbers. Over the past three years the volatile post-crisis relationship between loans and bonds, looks to have settled with the value of bond issues and loans to investment grade borrowers stabilising to a position of parity. If, as anticipated, the short-term bridge loans used to fund the M&A boom are refinanced in the bond markets during 2016, bonds will most likely take pole position again. But the difference in value between loans and bonds will likely remain small. Market currents continue to fluctuate depending on which prevailing events and conditions have the strongest pull on the tidal flow of funds. But one thing is clear – corporates have options and are willing to use any and all of them as necessary. Investment grade financing – global (USDm) 0 500,000 1,000,000 1,500,000 2,000,000 Bonds Loans 2015201420132012201120102009200820072006 Loans Bonds www.allenovery.com 5
  • 6. More flexibility in European funding While investment-grade lending soared, other parts of the market have not been without their challenges, most notably in leveraged loans, which dropped sharply in 2015 after two years of strong growth. Investor demand in the U.S. high-yield bond and leveraged loan market collapsed late last year, driven largely by the deterioration of the oil and commodities sectors. Also, investment banks were unable to syndicate financing commitments made in relation to several large leveraged buyouts, further dampening the market. New leveraged lending guidelines from the Federal Reserve on maximum acceptable leverage for deals, also contributed to a drop of 38% year-on-year for new leveraged loans. Meanwhile the European high yield and leveraged loan market has been somewhat insulated from these circumstances, although it had to contend with the volatility resulting from the Greek crisis. Sub-investment grade lending will remain more vulnerable to uncertainty and tighter credit conditions than investment grade loans, but the drop in leverage deals has not scuppered the trend towards greater flexibility in the European market. Indeed, U.S.-style covenant-lite loans accounted for around half of European leveraged lending in 2015 according to S&P Capital IQ. There has been a well established tradition of U.S. trends being exported to Europe. While European credits have historically tended to tap the U.S. markets for better terms, 2015 saw some of that flow begin to reverse. QE and lower prevailing interest rates in Europe could attract more U.S. credits to the European high-yield market, with structures that are increasingly familiar to American corporates, due to lower all-in-yields. The strength of the U.S. dollar may also make issuing Euro denominated debt attractive for companies with U.S. dollar revenues. Finally, European high-yield funds have been less invested in the oil and commodities sectors, and as a result have been somewhat insulated from the volatility that has affected their U.S. counterparts. Another key development has been the maturing of the European high-yield bond market. Although issuance dropped markedly to USD80bn from USD124bn in 2014, the value of high-yield bonds has more than trebled from just USD26bn 10 years ago, and now accounts for around one-fifth of the wider European corporate bond market. Issuing a high-yield bond for general corporate financing requirements is now an acceptable alternative to bank lending for any sub-investment grade borrower in Europe, whereas historically it was predominantly viewed as a tool for financing leveraged buyouts. High yield has also become attractive for smaller issuers and deals, which should ensure that the market continues to grow despite greater investor appetite for covenant-lite loans and a shift to alternative financing. The growth of the European high-yield market may well be aided by the addition of U.S. issuers over the next couple of years. Despite headwinds, the U.S. high-yield market should also remain the well established feature of the U.S. markets it has always been. Spreads have been rising, especially among the lowest-rated issuers, and investors are becoming more selective, but this largely reflects the problems in the oil & gas and mining sectors (which account for a larger share of high-yield issuance in the U.S. than in Europe) caused by falling commodity prices. The difficulties in these sectors are unlikely to result in widespread contagion and drastically reduced liquidity. Meanwhile, rising interest rates will be counteracted by the strengthening U.S. economy that is causing them to rise – traditionally a positive environment for high yield in the U.S. The new normal The structure and sources of corporate funding have changed dramatically since the financial crisis, responding to fast-shifting market dynamics and regulations. Despite the ups-and-downs, the overall level of funding has stabilised and the data are starting to show patterns and trends that look set to continue. While banks still have to work to find profits, corporates are enjoying easier and cheaper access to investment-grade loans if they are eligible, and a wider variety of sub-investment grade alternatives if they are not. Corporate funding monitor 20166 © Allen & Overy LLP 2016
  • 7. Technology and healthcare will drive IPO market in 2016 Initial public offerings (IPOs) got off to a strong start in 2015, but momentum slowed, largely as a result of the volatility in China during summer 2015 and the ease of raising private funding in the U.S. – proceeds from IPOs in Asia Pacific (excluding Japan) halved in 2015 from 2014 levels and IPOs in the Americas were down 35%. While still well below 2006-2007 levels, Europe was by contrast a relative bright spot – only down 9% year-on-year. Last year’s total included the successful completion of a number of deals postponed from the end of 2014 and a handful of large privatisations of state-owned assets, such as the IPO of Spain’s airports operator Aena. Activity also included a high proportion of private equity exits, continuing a trend from 2014. This proportion is now declining as the pipeline of good private-equity assets that are ready for IPO shrinks. With fewer large private equity and state-owned assets likely to come to market, 2016 is likely to see a greater focus on mid-cap floats. There is a significant pipeline of smaller technology companies yet to come to market, and healthcare may also prove a popular sector. Is liquidity a risk for the high-yield market? One potential concern for the U.S. high-yield bond market is that issuance has grown at a time when the ability of banks to act as market makers in corporate bonds has been curtailed. In the past, banks’ bond trading desks have been willing to hold substantial inventories of corporate bonds, allowing them to perform a stabilising role during periods of market turmoil. But new regulations such as the such as Dodd Frank have made it more expensive to hold these instruments and bond inventories have consequently declined sharply in recent years. If investors were to exit the high-yield market due to rising rates or increased defaults, the fear is that liquidity could suffer since banks would be unable to fulfil their traditional role. A report by Invesco notes that the inventory of U.S. corporate bonds held by primary dealers has declined from a peak holding of about 10% of the market in July 2007 to just over 1% in 2015. While this does not appear to be an immediate threat, it is an illustration of how regulatory changes aimed at reducing risks could have unpredictable consequences. www.allenovery.com 7
  • 8. Regional snapshots 0 30,000 60,000 90,000 120,000 150,000 Loans Bonds Equity 2015201420132012201120102009200820072006 Africa/Middle East/Central Asia Total funding to corporates in Africa, the Middle East and Central Asia rose 42% to USD164bn, exceeding the previous high of USD160bn in 2007. However, as the graph below illustrates, the trends by funding method varied widely. Issuance of loans grew 64% in 2015 to a new high of USD132bn, making up 80% of the funding mix and exceeding the previous high of 75% in 2007. This perhaps shows that banks are shifting their balance sheets away from a stagnant Europe and are still willing to lend in regions with growth potential. Bond issuance declined, falling by almost 40%. The profile of maturities over the next five years is relatively flat for both loans and bonds, until 2020 when loan maturities spike. 0 10,000 20,000 30,000 40,000 50,000 60,000 70,000 80,000 Bonds Loans 20202019201820172016 Corporate funding by source (USDm) Corporate funding maturity by source (USDm) Corporate funding monitor 20168 © Allen & Overy LLP 2016
  • 9. 0 50,000 100,000 150,000 200,000 250,000 Bonds Loans 20202019201820172016 Bonds Loans 0 100,000 200,000 300,000 400,000 500,000 600,000 Equity Bonds Loans 2015201420132012201120102009200820072006 Loans Bonds Equity Asia Pacific (excluding Central Asia and Japan) Corporate funding by source (USDm) Corporate funding maturity by source (USDm) There was a decline across all funding categories in Asia excluding Japan, reflecting slower economic growth across the region. The decline was greatest in bonds, where issuance fell 40%, reversing the 40% increase seen in 2014 during exceptionally strong year for investment-grade bonds. However, 2015’s total of USD320bn was still the second-highest on record and bonds accounted for more than 35% of corporate funding, compared to less than 20% 10 years ago. While equity was relatively flat year-on-year, this masks the drop-off in IPOs mentioned earlier, which fell by 48%, while follow-on offerings increased by 24% to the highest level of USD171bn. More than USD200bn of outstanding bonds mature in both 2016 and 2017, the only region where the volume of bonds to be refinanced exceeds the volume of loans. www.allenovery.com 9
  • 10. 0 300,000 600,000 900,000 1,200,000 1,500,000 Bonds Loans 20202019201820172016 Bonds Loans 0 500,000 1,000,000 1,500,000 2,000,000 Equity Bonds Loans 2015201420132012201120102009200820072006 Loans Bonds Equity Loans Bonds Equity Americas Corporate funding by source (USDm) Corporate funding maturity by source (USDm) Corporate funding in the Americas rose to USD3.15tn, beating the previous high of USD3.06tn in 2014. Bond issuance rose to a record of almost USD1tn, with investment-grade bonds up 16% to USD754bn, also a record high. While loan issuance overall only increased by 1%, investment-grade loans grew by 52% to another record high of USD859bn. Follow-on offerings were up 7%, helping to offset the 35% drop in IPO proceeds so equity overall in the Americas only fell by 2%. With the ongoing economic troubles in Latin America’s largest countries, Argentina and Brazil in particular, corporate funding in the Americas outside the U.S. was a completely different picture – down 22% overall, with bond issuance down 47% and equity down 19%. Loan maturities peak in 2016, to more than USD1.2tn, much of which can be attributed to short-term bridge finance for M&A deals announced in 2015. Corporate funding monitor 201610 © Allen & Overy LLP 2016
  • 11. 0 100,000 200,000 300,000 400,000 500,000 600,000 700,000 800,000 Bonds Loans 20202019201820172016 Bonds Loans 0 100,000 200,000 300,000 400,000 500,000 600,000 700,000 800,000 Bonds Loans 20202019201820172016 Bonds Loans 0 200,000 400,000 600,000 800,000 1,000,000 1,200,000 1,400,000 Equity Bonds Loans 2015201420132012201120102009200820072006 Loans Bonds Equity Europe Corporate funding by source (USDm) Corporate funding maturity by source (USDm) Europe saw a sharp drop in total corporate funding across all funding types in 2015, falling to USD1.5tn from USD1.7tn. This reflected a number of headwinds, including the extent to which the Greek debt crisis unsettled markets for much of the year. However, the M&A boom still had an impact in Europe. Investment-grade loans were up nearly 250% to USD580bn in 2015, just above the previous high of USD578bn in 2007. While overall issuance of new equity was down 18%, IPOs performed relatively well by comparison, declining by 9%. Europe was the only region to see a drop in follow-on offerings. Almost USD700bn in loans is set to mature in 2016; as in the Americas, much of this is bridge finance for M&A deals. www.allenovery.com 11
  • 12. www.allenovery.com Allen & Overy means Allen & Overy LLP and/or its affiliated undertakings. The term partner is used to refer to a member of Allen & Overy LLP or an employee or consultant with equivalent standing and qualifications or an individual with equivalent status in one of Allen & Overy LLP’s affiliated undertakings. GLOBAL PRESENCE Allen & Overy is an international legal practice with approximately 5,000 people, including some 527 partners, working in 44 offices worldwide. Allen & Overy LLP or an affiliated undertaking has an office in each of: Abu Dhabi Amsterdam Antwerp Bangkok Barcelona Beijing Belfast Bratislava Brussels Bucharest (associated office) Budapest Casablanca Doha Dubai Düsseldorf Frankfurt Hamburg Hanoi Ho Chi Minh City Hong Kong Istanbul Jakarta (associated office) Johannesburg London Luxembourg Madrid Milan Moscow Munich New York Paris Perth Prague Riyadh (cooperation office) Rome São Paulo Seoul Shanghai Singapore Sydney Tokyo Warsaw Washington, D.C. Yangon © Allen & Overy LLP 2016 | CS1601_CDD-44088-final