An Introduction to Collateralized
Loan Obligations (CLOs)
Although CLOs sound complex and elicit a measure of trepidation among
those not actively involved in the financial industry, CLOs are relatively simple
financing structures. At its most basic level, a CLO is a portfolio of senior
secured loans against which a series of debt obligations are issued. The cash
flows generated from the portfolio of senior secured loans are used to pay
principal and interest on the CLO’s debt obligations. The debt obligations are
“tranched” into various classes with different priorities in the CLO’s cash flow
waterfall. Residual cash flows are paid to the CLO equity investors.
What is a CLO?
Institutional investors access the senior secured loan market by investing in CLOs.
CLOs are securitizations backed by a diverse portfolio of senior secured loans to
businesses that are rated below investment grade. The CLO portfolio is comprised
primarily of first lien senior secured loans, although there may be small allowances
for second lien loans and unsecured debt.
CLOs are funded by layers of debt of varying seniority and equity. The principal and
interest received from the portfolio of senior secured loans is distributed according
to a cash flow waterfall. The debt obligations have varying seniority in the cash flow
waterfall, with residual cash flows being distributed to the CLO’s equity. For the
economics of a CLO transaction to work, the interest income from the loan portfolio
must exceed the interest expense of the CLO debt obligations, with the CLO’s
equity investors receiving the excess interest.
1
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Executive summary
CLOs are securitizations backed predominantly by a portfolio of senior secured
loans diversified across borrowers, industries and segments of the economy
Risk to investors is mitigated by performance tests, credit enhancement and
active portfolio management
CLOs are long-term investment vehicles with no mark-to-market triggers, which
could otherwise force the sale of assets in a distressed market
Pre-crisis CLOs proved to be resilient, with generally strong credit
performance through the financial crisis
Post-crisis CLOs are characterized by more robust structures than their pre-
crisis predecessors, intending to protect both CLO debt and equity investors
CLOs are an established institutional asset class with an investor base that
includes banks, insurance companies and large asset managers
CLOs offer investors access to the senior secured loan market with tailored
risk-adjusted return profiles while benefitting from structural protections and
favourable capital treatment
Santiago Castaneda
Vice President
Diana Lande
Vice President
Seth Katzenstein
Head of US Loans & High Yield
The resilience and stability of a CLO is enhanced by the
features detailed below:
Active portfolio management
CLOs are not index funds; they are actively managed
investment vehicles. Although CLOs have strict covenants
regarding portfolio diversification, credit quality and other
metrics by which CLO managers must abide, managers
have substantial discretion to reinvest collateral proceeds.
A CLO manager can, among other things, buy, sell and
substitute loans in the underlying asset portfolio. A CLO
manager’s ability to assess credit and quickly respond to
changes in credits or markets can significantly impact the
performance of a CLO’s portfolio.
Diversification
Specific covenants are incorporated into the transaction
documents to regulate the type of loans that CLO
managers may acquire, including covenants requiring
managers to construct a diversified portfolio. The typical
CLO is diversified across a wide range of industries and
borrowers. It is common to have more than 175 individual
companies in a US CLO, and while diversification
is lower in Europe, it is generally increasing as the
European loan market has expanded significantly in
recent years. Generally, only a small percentage of the
assets (typically 2%) may be invested in the loans of
any individual borrower. These limitations on portfolio
composition mitigate outsized exposure to any single
borrower or industry and restrict the purchase of lower
credit quality loans.
No mark-to-market triggers
Nearly all CLOs have no mark-to-market triggers or other
similar provisions and have high hurdles to meet before
a collateral liquidation is triggered, making them better
equipped to withstand market volatility.
What is a Senior Secured Loan?
As previously mentioned, CLOs are securitizations backed
by a diverse portfolio of senior secured loans. The global
loan market represents approximately €1.3 trillion across
almost 1,500 borrowers. CLO portfolios hold more than half
of the institutional senior secured loan market as collateral.
1
Senior secured loans, also known as “leveraged loans”
and “bank loans”, are loans to companies rated below
investment grade. Senior secured loans are typically
secured by a first-priority security interest in a borrower's
assets, ahead of unsecured debt. However, certain assets
may not be pledged as collateral, and some loans have
junior-lien positions.
The typical loan in a CLO portfolio has the following
characteristics:
An issuer credit rating between Ba1/BB+ and B3/B-
Status as a senior secured loan facility
Original maturity of approximately five to seven years
Generally, floating-rate interest payments indexed to
LIBOR or EURIBOR
As the term “senior secured” implies, these loans have a
first-priority security interest in virtually all of a borrower’s
assets in the event of a bankruptcy. Defaulted senior
secured loans have historically had higher recovery rates
than defaulted high yield bonds.
2
An Introduction to Collateralized Loan Obligations (CLOs)
Exhibit 1: Illustrative obligor capital structure
Exhibit 2: Senior secured loans have historically
higher recovery rates than other corporate
credit instruments, 1987 to 2019
Source: Moody’s Investors Service, “Moody’s Corporate Default &
Recovery Rates Study 2019”
Senior Secured Loans
Equity
Unsecured Debt
(ie, high yield bonds)
Subordinated
Bonds
Senior Unsecured
Bonds
Loans
28.0%
47.0%
80.0%
Recovery Rate
100%
80%
60%
40%
20%
0%
1
Source: S&P Global Market Intelligence, Wells Fargo, March 31, 2020
Understanding the typical
CLO structure
CLOs use the net proceeds from the issuance of CLO debt
obligations and equity to purchase the collateral backing
the CLO debt obligations.
As mentioned earlier, CLOs consist of different classes of
CLO debt obligations in the form of different classes of
rated debt (often AAA, AA, A, BBB, BB and B) and a class
of unrated equity. Each class of CLO debt has a different
priority on the cash flow distributions and exposure to risk
of loss from the collateral pool. Cash flow distributions
begin with the senior-most class of CLO debt and flow
down to the equity.
Senior debt: Senior debt obligations are the least risky
(most protected) debt obligations with the lowest
interest rates. They are typically rated AAA or AA and
make up the bulk of total CLO debt issued. They are
usually not deferrable (meaning missing an interest
payment would lead to an event of default). In most CLO
transactions, the AAA-rated debt is the controlling class,
meaning that its holders are given greater control over
changes to the CLO indenture.
Mezzanine debt: Mezzanine debt obligations are riskier
than the senior debt obligations. As a result, they offer
higher rates of interest but may provide considerable
protection against collateral defaults. They are typically
rated from A to B.
Equity: The equity represents a claim on all excess cash
flows once the obligations for each debt tranche have
been met. The equity returns benefit from the contractual
cash flows of the underlying portfolio and are not directly
impacted by market fluctuations of the portfolio.
With debt obligations that match the tenor of the senior
secured loans in which CLOs invest, the structures allow a
manager to focus on the long-term creditworthiness of the
underlying portfolio, and not short-term fluctuations in the
market value of the portfolio.
Cash flow waterfall
The cash flows generated by a CLO’s portfolio are used to
make payments to the different classes of CLO debt and
equity, according to their seniority. The cash flow waterfall
provides varying degrees of protection to the CLO debt
obligations in connection with performance tests. In general,
cash flows from the CLO portfolio are paid to the CLO debt
by seniority from the top-down and losses on the collateral
accrue from the bottom up, creating the different risk profiles
described above.
For principal and interest proceeds to flow down the
structure, starting from the top, each debt obligation must be
paid in full. The senior CLO debt obligation must receive its full
principal and interest due before any proceeds can flow down
the waterfall and begin to repay the next debt obligation.
3
An Introduction to Collateralized Loan Obligations (CLOs)
Exhibit 3: Illustrative CLO capital structure
Note: Mezzanine debt and equity (collectively, “junior tranches”)
Higher Claim
on Assets, Last
Principal Loss
Lower Claim
on Assets, First
Principal Loss
Senior Debt
Typically rated AAA
Diversified Portfolio
Pool of primarily
senior secured loans
Mezzanine Debt
Tranches typically
rated from AA to B
Equity
Unrated
Average equity contribution to LBOs
We believe the market is failing to price in the
significant equity contributions that private equity
sponsors have made to LBOs, especially when
compared to the run-up to the financial crisis. The
average contributions for LBOs during the 2005-
2007 and 2017-2019 periods demonstrate that private
equity sponsors now have substantially more “skin in
the game”, which acts to protect debt in the capital
structure. These sponsors also have record levels of
dry powder to defend investments where they believe
the business has significant intrinsic value once the
COVID-19 pandemic subsides.
Equity contribution as a percentage of total sources
Source: S&P Global Market Intelligence
2005 2006 2007 2017 2018 2019
25%
30%
35%
40%
45%
50%
US Europe
CLO Portfolio CLO Capital Structure
Structural protections of CLOs
Credit enhancements
Several structural features of CLOs reduce risk and protect
the classes of CLO debt, commonly referred to as “credit
enhancements.”
Subordination
Although all CLO debt and equity investors rely on the
same collateral pool to service the principal and interest
due on their debt obligations, the senior-most class has the
first claim to those cash flows, followed by the next most-
senior class. The junior tranches absorb losses before
the senior tranches. Because of the varying priorities,
the senior-most debt obligations have substantial over-
collateralization.
In addition, the par value of a CLO's assets is greater than
the par value of its debt obligations. This is a result of the
equity contributed to the CLO’s capital structure. This
additional collateral serves to protect all of the CLO
debt obligations.
Excess interest
Excess interest refers to the excess interest income
received from the CLO portfolio over the amount of
interest due on the CLO’s debt obligations. If a CLO
is passing all performance tests, the excess interest is
distributed to the equity.
Performance tests
CLOs are self-correcting structures that incorporate
performance tests that are measured regularly to detect
warning signs of collateral quality erosion. By way of
design, the performance tests penalize CLO managers for
carrying excessive low-quality assets by applying haircuts
to the excess par value. For example, a typical CLO has a
pre-defined threshold for CCC-rated assets set at 7.5%.
However, if the CLO portfolio carries more CCC assets
than this threshold, the amount above the threshold will
be carried at a discount to its par value. Regardless of the
extent to which CLOs exceed this threshold they are not
required to sell CCC assets.
If collateral performance deteriorates enough, the CLO
structures redirect cash flows from junior tranches to
purchase additional collateral and repay the most-senior
tranche. The reinvestment of cash flows to purchase new
collateral during the CLO's reinvestment period may be
accretive to the long-term value of CLO equity. With strong
structural protections and historically low default rates,
CLO debt obligations and equity can present attractive
opportunities without assuming undue credit risk.
4
An Introduction to Collateralized Loan Obligations (CLOs)
Exhibit 5: Structural protections of CLOs
Exhibit 4: Illustrative cash flow waterfall
Source: Morgan Stanley, ICG
Historical CLO performance
showcases this product's resilience
Pre-crisis CLOs (CLO 1.0)
CLOs performed well through the financial crisis, with low
default rates and attractive risk-adjusted equity returns.
Even through the financial crisis, defaults on pre-crisis
CLOs were minimal across all rating categories, and no
CLO debt that was initially rated AAA has ever defaulted.
This strong credit performance can be attributed to the
resilient CLO structure previously discussed. The following
table provides details of defaults on CLO debt obligations
across global CLOs and vintages rated by S&P.
Similarly, pre-crisis CLO equity has exhibited strong
performance. As shown below, nearly half of all terminated
CLOs issued from 2003-2011 had internal rates of return
(IRR) of 15%, while the percentage of CLOs realizing
negative IRRs remained low. CLO equity has historically
generated strong absolute returns with a low loss rate.
Post-crisis CLOs (CLO 2.0)
Although pre-crisis CLO performance was strong through
the financial crisis, post-crisis CLOs are characterized by
even more robust structures. Structural improvements
relative to their pre-crisis counterparts include: (i)
substantially more credit enhancement for each rated debt
tranche resulting in lower leverage, (ii) stricter limits on the
portfolio composition, and (iii) more restrictive covenants
protecting CLO investors.
A possible benefit of stronger credit enhancement
of CLO 2.0 may be more cushion on the
overcollateralization tests (see Structural Protections
of CLOs), so that CLO 2.0 equity has a lower
likelihood of cash flows being redirected from junior
tranches. In the event of such a diversion, the amount
of loss that equity would need to offset to cure the
overcollateralization tests would also be lower.
Pre-crisis CLOs could invest in high yield bonds
and structured products, while post-crisis CLOs are
backed almost entirely by senior secured loans. The
CLO 2.0 structural enhancements limit the risk profile
of a CLO's loan portfolio, reducing volatility for both
CLO debt and equity investors. The performance of
post-crisis CLOs is expected to be more consistent.
Since most post-crisis CLOs are still outstanding, quarterly
equity distributions, which have been sizeable and stable
across vintages, are a key metric for evaluating CLO 2.0
performance. The median post-crisis quarterly equity
distributions in the US and Europe are 3.8% and 4.0%,
respectively. These quarterly equity distributions imply
median annual cash-on-cash returns in the US and Europe
of 15.2% and 16.0%, respectively.
5
An Introduction to Collateralized Loan Obligations (CLOs)
Exhibit 6: Only 0.4% of CLO tranches have
defaulted since 1994
Tranches Defaulted Tranches Defaulted Tranches Defaulted
AAA 2,012 0 2,040 0 4,052 0
AA 841 1 1,637 0 2,478 1
A 1,029 5 1,352 0 2,381 5
BBB 1,073 12 1,167 0 2,240 12
BB 770 36 1,050 0 1,820 36
B 39 4 420 0 459 4
Total 5,764 58 7,666 0 13,430 58
CLO 1.0
(issued 1994-2009)
CLO 2.0
(issued 2010-2019)
Total
(CLO 1.0 + CLO 2.0)
Note: CLO tranche defaults by original rating
Source: S&P Global Ratings, September 2019
Exhibit 7: Distribution of global CLO equity IRRs
(2003 – 2011 vintages)
Source: Wells Fargo, Intex
Exhibit 8: Range of post-crisis CLO equity
quarterly distributions (2013 – 2019 vintages)
Source: Wells Fargo, Intex
European CLOsUS CLOs
4.4%
4.7%
3.2%
3.8%
4.0%
3.4%
2.0%
3.0%
4.0%
5.0%
25th - 75th Percentile Median
Positive
IRRs
up to 15%
Positive
IRRs over
15%
CLOs with positive equity returns
CLOs with negative equity returns
88%
12%
Original
Rating
6
An Introduction to Collateralized Loan Obligations (CLOs)
Valuation assumptions and drivers
Financial models contain detailed information on the
characteristics of a CLO, including recent information
about assets and liabilities, and are used to project future
cash flows to evaluate CLO debt and equity. Model inputs,
among other assumptions, include future loan default
rates, recovery rates, prepayment rates, reinvestment
rates, and discount rates. From this list, the most impactful
assumptions are:
Default rate: A default occurs when (i) a principal or
interest payment is missed, called a "payment default" or
(ii) a borrower files for bankruptcy (or another type of
insolvency proceeding). This is measured as an annual rate.
The historical global loan default rate from 2001 to 2020 is
3.0% per annum.
2
Recovery rate: Upon default, the company undergoes
a restructuring during which the loan may remain
outstanding (with no impact to the principal amount)
or may be partially repaid at a price known as the
recovery rate.
Default-loss rate: The annual default-loss rate is the
amount of CLO portfolio principal that a CLO will lose
per year due to the underlying CLO portfolio's defaults
and losses. For example, an annual default rate of 3.0%
and a recovery rate of 75%, will result in an annual
default-loss rate of 75 bps on the underlying CLO
portfolio. A CLO with higher average recoveries can
sustain more defaults because the total collateral pool
loss will be lower. Performance generally declines as the
default-loss rate increases.
Discount rate: The discount rate is used to determine
the present value of future expected cash flows to the
equity. While the default-loss rate is a vital assumption for
determining the profile of expected cash flows, for CLO
equity valuations, the cash flows need to be discounted at
an effective yield-to-maturity, called the discount rate. In
March 2020, the discount rate for US and European CLO
equity published by Citi Velocity was 10%-14%.
Conclusion: CLOs can deliver value
CLOs offer advantages to investors
CLOs offer institutional investors access to the senior
secured loan market with tailored risk-adjusted return
profiles. By purchasing CLOs, banks and insurance
companies can obtain exposure to the senior secured loan
market while benefitting from structural protections and
favourable capital treatment. CLO equity affords investors
the opportunity to own a senior secured loan portfolio with
term financing and no mark-to-market triggers, offering
the potential for strong absolute and risk-adjusted returns.
CLOs additionally feature low-to-moderate correlation
over the long-term with fixed income and equity.
In his May 2019 speech, “Business Debt and Our Dynamic
Financial System”, Jerome Powell, Chairman of the Federal
Reserve, highlighted the benefits of stable term financing
provided by the CLO structure: “CLOs have stable funding
given investors commit funds for lengthy periods, so they
cannot, through withdrawals, force CLOs to sell assets at
distressed prices.
Pre-crisis CLOs proved to be resilient
The CLO structure was tested during the financial crisis
and proved to be more resilient than corporate debt. In Mr.
Powell’s May 2019 speech referenced above, he stated that
“… CLO structures are much sounder than the structures
that were in use during the mortgage credit bubble.” At
the peak of the financial crisis over 50% of CLOs failed
a performance test, however only 12% of global CLO
equity IRRs for 2003 – 2011 vintages were negative.
3
The
historical performance of pre-crisis CLOs demonstrates
that redirecting cash flows from equity can be effective in
preserving the long-term value of CLO equity.
CLOs are essential for a
well-functioning credit market
The Federal Reserve Bank of New York recently highlighted
in its “FAQs: Term Asset-Backed Securities Loan Facility”
publication (26 May 2020) that securitization markets
provide a substantial portion of credit to corporations and
consumers. In this respect CLOs are a crucial contributor
to the non-investment grade corporate credit market,
providing funding for over half of the €1.3 trillion of
outstanding institutional senior secured loans. They also
contribute to liquidity in the active secondary market for
senior secured loans.
2
Source: Moody's Investors Service
3
Source: Wells Fargo, Intex
7
An Introduction to Collateralized Loan Obligations (CLOs)
Appendix: The CLO lifecycle
Timelines for newly issued CLOs vary by transaction.
However, nearly all CLO transactions include a specified
series of stages in their lifecycle.
Warehouse period: Several months (typically six to 12
months) before the CLO transaction closes, many collateral
managers will open a warehouse with an arranger and begin
acquiring loans. The rationale is to allow the collateral
manager to buy loans to construct a portfolio over time
opportunistically. The warehouse is expected to be paid off
with the proceeds from the CLO's issuance.
Ramp-up period: After the CLO closing date, the collateral
manager is allowed additional time to make further
purchases (typically about six months). The ramp-up period
ends when the collateral pool has been acquired. Once
the portfolio has been fully purchased, the CLO will "go
effective," and the collateral manager shifts its focus from
building the portfolio to managing the portfolio.
Reinvestment period: After the ramp-up period, the CLO
enters the reinvestment period, and the collateral manager
is permitted to trade the portfolio actively and reinvest
principal cash flows. The reinvestment period may last up to
five years.
Non-call period: During the non-call period, the outstanding
CLO notes may not be called or refinanced. The non-call
period may last six months to two years. Following this
period, the equity noteholders may call or refinance the CLO
notes.
Amortization period: After the reinvestment period ends,
the CLO enters the amortization period, and the collateral
manager is no longer allowed to reinvest principal cash
flows. Instead, the collateral manager must use principal
cash flows to pay down the outstanding CLO notes. There
is one caveat here: most CLO transactions permit the
reinvestment of proceeds from unscheduled prepayments
and sales of certain at-risk assets. However, there are further
limitations on the assets that can be purchased during the
amortization period.
A successful CLO transaction fully repays the balance of
all classes such that their investors receive not only the
regular, promised interest payments but also their full initial
investment.
Exhibit 9: Illustrative CLO lifecycle
Source: S&P Global Ratings
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