August 2020

Until the disruption Covid-19 wrought upon markets and societies in early 2020, subscription finance had been (perhaps erroneously) thought of as commoditized, with terms and advance rates generally predictable and consistent for those regularly in the market.  The impact of the pandemic on depository institutions and their respective reactions, however, has been anything but consistent.  Since the earliest phase of the pandemic, Fund Finance Partners (FFP) has successfully arranged subscription credit facilities in varying asset classes ranging from $10 million to nearly $1 billion and thus feel we have a solid vantage of the current subscription facility terrain. We’ve been holding off on writing this piece as we had anticipated the market would stabilize by now. It hasn’t.

We’ve witnessed meaningful shifts, entries and exits within the terms, lenders and process for a successful subscription-level financing.  These uneven results were of course expected in March and April after Covid-19’s initial shockwave, but most did not expect it to persist. Activity and supply are beginning to normalize; however, there has yet to be a return to “market” pricing or terms. We are of the opinion that the market prior to Covid-19 wasn’t as standardized as many believed, but there is no question that six months into the “Covid-19 Market”, just about anything goes depending on the sponsor, fund and facility structure and the most intangible but increasingly the most important factor: circumstance.

Here are some of the things that fund sponsors utilizing (or thinking about utilizing) subscription financing, should know, now that the Covid-19 Market is the “new normal”.


Restoration of Lender Primacy
As it was during the Great Recession, the “power stick” (advantages to leverage in obtaining and negotiating these facilities) is back in the banks’ collective hands.  Given the steady slide downward on the credit continuum for these transactions over the last 5-7 years, we think the correction is reasonable and probably warranted. The influx of new market participants, service providers, etc., precipitated an exciting “race to the bottom” in terms of LPA standards, structuring, investor diligence, facility terms and pricing.  As bitter as some of these changes have been for our sponsor clients to swallow, we believe that some were probably necessary to continue the subscription finance product’s impeccable winning streak.


Covenant and Collateral Growth
One consequence that fund sponsors can expect is a tightening of terms and structural flexibility.  Lenders are seeking at least one NAV-linked covenant in nearly every transaction we arrange.  Aside from reassuring lenders that investors are incentivized to honor their capital commitments, portfolio-based covenants demonstrate that there remains a valid “secondary source of repayment” for lenders.  In addition, tenors have shortened.  The three-year committed facility with extension options is the exception, not the rule.  The historically large lender commitments of the past five years have waned, and committed accordions are more difficult than ever to obtain.  Bootstrap collateral in the form of U.S. and offshore security packages are becoming more common, as well as enhanced reporting obligations on borrowing base and investor pipeline conversion.


How Valuable is Your Funds Complex?
Lenders have always cross-sold other complimentary services and solutions for fund sponsors, but with certain (even money-center) lenders, it has become imperative to access their balance sheet. The prevalence of these considerations depends on just how meaningful of a customer your platform is.  If you’re seeking a $35 million subscription facility with a high net worth investor base, you may be hard pressed to secure a term sheet without committing other meaningful business.  If you, like many FFP clients, have unlocked the irrefutable cost and operational savings of combining your subscription lines into an umbrella facility, you’re likely to not only secure more advantageous terms, but the onus on “other business” is less pronounced.  We’ve observed lenders declining to issue term sheets unless, for example, a fund sponsor’s entire fund administration mandate be transferred to the lender.  Less-draconian business migration requirements are also typical, such as deposits, treasury services or other types of transactional activity.  More than ever, there is a premium on what other types of bank products and services a sponsor will consume.


Money (Spread) Talks
FFP’s principals have been in this market for nearly its entire twenty-year ascendancy.  Never have we seen such great disparity in the pricing of subscription credit facilities.  As recently as February 2020, pricing was confined to a narrow band and was higher or lower, depending on fund size, investor base and the prowess of the fund sponsor.  Spreads for top quartile managers and investor lists  were typically confined to a 25 basis point standard deviation, with upfront and unused fees even more narrowly banded.  Over the last 60 days, we’ve seen term sheets with spread differential as high as 85 basis points for the same transaction. Upfront and unused fees have understandably widened, but the range of fees seen there has also never been so expansive.  As if that variance wasn’t enough, mind the LIBOR floors.  There is a legitimate 50 basis point (or higher) range in which transactions close.

Much of this pricing fluctuation is attributable to lender pullback and supply contraction.  Whether motivated by credit management burdens, the need for enhanced yield on assets or regulatory capital concerns, lenders come to the table with unique perspectives, requirements and circumstances.  An understanding of the same has never been more critical in finding the right home for your loans.  As you know, the more sizeable and reliant of a borrower you are, the more important your funds complex is to the lender.  More than marginally, FFP clients have improved their terms despite the “new normal” of the Covid-19 Market, by consolidating their lending relationships into an umbrella subscription line.  The trend is continuing, and lender receptivity is accelerating the trend.