The rebirth of asset-based lending by Fortune Editors @FortuneMagazine June 1, 2011, 8:32 PM EST E-mail Tweet Facebook Google Plus Linkedin Share icons While few people were paying attention, asset-based lending returned with a vengeance. By Randy Schwimmer, contributor Most of the attention in leveraged loans these days has gone to the cash-flow crowd. With few exceptions, little has been written about asset-based lending. Yet buyout practitioners are now making full use of this decades-old corner of the capital markets. Given the nature of its reliance on asset-intensive businesses, ABL tends to work best in industries chock full of accounts receivable and inventory. These include wholesalers, retailers, rental companies, oil and gas, automotive and durable goods manufacturers. While ABL is known as “lender of last resort” for tougher credits, the current cycle has brought corporate heavyweights to the table like Georgia Gulf, Hertz, and Del Monte, as well as retailers like Sears, Neiman Marcus, Jo-Ann Stores, J Crew, and Liz Claiborne. Many of these issuers that historically have obtained less rigorously monitored, or even unsecured, facilities, are finding ABL to be cheaper and more flexible. And they see lenders, whose assumptions about risk were sorely tested through the Crunch, be more accommodating today in structures backed by “hard” assets. Similarly, private equity sponsors are rediscovering ABL as a way of maximizing the availability of less-expensive financing on accounts receivable and inventories, than using other forms of more junior (or less tightly governed) capital to complete the buyout. For these reasons, conditions were ripe to produce all-time record volume last quarter for asset-based lenders. More than $27.5 billion of deals hit the market. And five of them –Hertz, Tesoro, Ashtead, RSC Equipment and Ryerson – were sized at $1 billion or more. Just as the institutional loan market is in the midst of its own refinancing wave, ABL is no exception (see chart). Indeed, 82% of the 1Q deals were refinancings. Timing of maturities is one reason. According to Thomson Reuters, there were 65 deals sized over $500 million that were originated between 2006 and 2008. As of the end of Q1, just under half of them have not yet been refinanced. Given the maturity of these deals most of them will need to be addressed within the next twelve months. Add to that the ABL financings that were done at higher spreads in the immediate post-Crunch period that will certainly be teed up for future mark-to-market repricings. The Sears deal proves the point. That giant retailer has a long history in the ABL market, with the most recent venture in April 2009. Back then, the company tried to amend and extend its $4 billion RC. Only $2.4 billion extended, which was still the largest deal of the year in the asset-based market. The three-year transaction was priced two years ago at a lofty (for ABL) L+400 with a 1.75% floor. This time around was a different story. The deal was upsized from $2.4 billion to $3.275 billion and priced at L+225 with no floor. And it got extended out five years. Structure, Price & Sale The same sell-side-friendly behavior driving the institutional market these days is trickling into the hard-asset crowd. While ABL discipline hasn’t quite been jettisoned, it’s eroding at the margin, as we found speaking with top ABL players recently. While they may be casual about cash flow, ABL lenders are fanatics about asset quality. Because they count on collecting 100% of their loans by liquidating accounts receivable and inventory, these providers swap leverage and coverage controls for rigorously monitored “eligibility” tests of current assets. It’s all about ensuring asset values hold up. One measure of recent softening relates to “excess availability” under the borrowing base. This requires the client to keep a minimum cushion of eligible assets minus debt outstanding. Two years ago that number might have been 25-30%. Today it’s 10-15%. Also shrinking are cushions below which a financial covenant might apply. If excess availability declines below a certain level, a fixed charge ratio might kick into an otherwise covenant-free structure. That level, once at 25%, is now 15%. This “springing” test has become a regular feature of upper-end (and a few mid-cap) ABL loans. Other signs of watered-down ABL structures range from fundamental (extent and longevity of collateral over-advances) to administrative (frequency of inventory appraisals) to market-driven (allowance of sponsor dividends). Of course, much of this weakening is due, not to difficulties with the borrowers or the assets, but to aggressive lenders trying to stretch collateral for purposes other than supporting working capital. One way arrangers are bridging that gap is to increase the advance rate on receivables, say from 85% to 100%. This over-advance can be governed by a higher fixed charge ratio in years two and three, bringing the borrower back into compliance down the road. Another approach creates a term loan outside the typical borrowing base RC. Lenders are still secured by all the corporate assets, but the TL is allocated to the company’s enterprise value. That provides, for example, an additional half-turn of leverage which can also be “pulled back” via a higher fixed charge hurdle. Dividends, de rigueur for cash flow deals, are increasingly seen in ABL land. For smaller deals, dividends are allowed as long as the borrower is in compliance with two tests, fixed charge and excess availability, after giving effect for the dividend. All these trends undermine collateral value to some extent, driven by banks under pressure to book new loans, not watch existing ones go away. When a private equity sponsor wants to pay a dividend or make an acquisition under an ABL format, the house banks are compelled to tweak their structures to allow it, or risk losing the business. Ironically, one hard-asset veteran tells us that the middle market is less disciplined than large caps when it comes to controls. “We’re finding a lot of less experienced lenders trying to marry a cash flow deal with an ABL deal, just by slapping ABL features on it.” Randy Schwimmer is senior managing director and head of capital markets with Churchill Financial.