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Index/Finance/Another Fine Mezz
Another Fine Mezz artwork

Moral fibre ABS

Another Fine Mezz · 2026-07-01 · 31 min

0:00--:--

Key moments - from our scoring

Substance score

60 / 100

Five dimensions, 20 points each

Insight Density13 / 20
Originality11 / 20
Guest Caliber9 / 20
Specificity & Evidence15 / 20
Conversational Craft12 / 20

Thomas Hopkins reports on the first impairment to a European CLO liability tranche since the 2008 financial crisis - the Bain Capital Euro CLO 2018-1 deal's Class F notes, where investors received €7.4 million instead of the full €11.2 million par value. The impairment stemmed from three converging factors: Bain's strategy of investing heavily in mid-cap issuers (which the manager has since abandoned for more liquid portfolios), macro shocks including the pandemic and Ukraine war, and critically, the deal's extended life post-reinvestment. After exiting reinvestment in 2022, the deal continued running - a risky practice that forces managers to sell deteriorating CCC-rated assets at discounts to maintain compliance tests, gradually weakening the portfolio. Bain attempted to call the deal last year, but third-party equity holders - who controlled the majority - blocked the reset because tight 2018 spreads (78bps on AAA, 629bps on single-B versus today's 120s-plus levels) made ongoing cash distributions more attractive than accepting current market spreads. This case illustrates the tension between debt and equity interests in CLOs and serves as a cautionary tale for investors holding deals from the loose-spread 2018 vintage left in run-off mode.

Key takeaways

  • →The Bain Capital Euro CLO 2018-1 impairment resulted from a combination of mid-cap portfolio exposure, macro shocks (pandemic, Ukraine war), and keeping the deal running too long after reinvestment ended in 2022 without resetting.
  • →Third-party equity holders had financial incentives to keep the deal running to collect attractive cash distributions from the 2018 tight spreads (78bps on AAAs, 629bps on single-Bs) rather than reset at current wider spreads.
  • →CLO managers typically reset deals within 9-12 months after reinvestment ends to avoid portfolio deterioration and amortization triggers, but this deal lacked manager control over reset decisions.
  • →Extended post-reinvestment periods force managers to sell CCC-rated assets at discounts to stay within concentration limits, creating a deteriorating portfolio of lower-quality credits over time.
  • →Investors should be cautious about 2018-vintage CLOs still running out of reinvestment with very tight original spreads, as nearly 40 Fitch-rated deals remain in similar positions.

In this episode

  1. 1Heat wave in London and market opening
  2. 2CLO market activity and deal updates
  3. 3First CLO impairment in Europe since financial crisis
  4. 4Bain Capital Euro CLO 2018-1 collateral deterioration
  5. 5Why the deal wasn't reset and equity incentive misalignment
  6. 6Spread compression in 2018 vintage CLOs
  7. 7Implications for other deals and investor sentiment

Mentioned

Bain CapitalBridge PointPalmer SquareICGReading RidgeOCPCapital FourHarvest CLOFitchGeorge SmithThomas Hopkins

Guests

Thomas Hopkins

Topics in this episode

Bain Capital Euro CLO 2018-1CLO 2.0 eraClass F notesFitch ratingsCCC concentration testsSpread tightening in 2018European CLO marketMid-cap credit exposureReinvestment period amortization triggers

Questions this episode answers

What deal experienced the first CLO liability tranche impairment in Europe since the financial crisis?

The Bain Capital Euro CLO 2018-1 deal's Class F notes (originally single-B tranch) were impaired, with note holders receiving €7.4 million instead of the full €11.2 million par value, though no technical default occurred since holders consented to the reduced payment.

Why was the Bain Capital Euro CLO 2018-1 deal kept running instead of being reset after reinvestment ended?

The deal exited reinvestment in 2022 but continued running because third-party equity investors held the majority stake and controlled reset decisions. The 2018 deal's incredibly tight spreads (78bps on AAA, 629bps on single-B) made ongoing cash distributions more attractive than accepting current market rates in a reset, despite Bain attempting to call the deal last year.

What are the risks of keeping a CLO deal running after its reinvestment period ends?

CLOs kept in run-off must continuously sell CCC-rated assets at discounts to meet compliance tests, which weakens the portfolio with lower-quality credits that cannot be replaced with higher-quality assets, ultimately accumulating defaults and par losses over time.

How do the interests of CLO equity holders and debt holders conflict in extended deals?

While both generally prefer fewer defaults, third-party equity holders with control can benefit from keeping a tight-spread deal running to capture ongoing cash distributions, even if the extended portfolio deterioration eventually impairs debt tranches, since equity sits below debt in the waterfall.

How common are CLO resets after reinvestment ends?

Most managers reset deals within 9 to 12 months of reinvestment ending to avoid the complexity and amortization triggers (which increase cost of capital by prioritizing AAA paydown) that arise from extended run-off periods.

What our scoring noted

Our reviewer’s read on each dimension, with quotes from the episode.

Insight Density

13 / 20

The episode packs in meaningful structural mechanics around CLO impairment (CCC thresholds, reinvestment period dynamics, equity/debt misalignment), fiber securitization barriers, and the specialist lender M&A trade, with minimal filler beyond the opening weather chat. The insights are journalistic rather than practitioner-deep, and spread thinly across three topics in 31 minutes.

if you're going to keep a deal running after its formal reinvestment period, you have to keep meeting the CCC and OC tests, meaning that basically your your share of CCC rated assets can't exceed 7.5% of your portfolio
the the market for assets the forward flow market is very competitive but then like seemingly the sort of MA market for specialist lenders is is much more subdued

Originality

11 / 20

The episode surfaces a genuinely novel market event (first Euro CLO 2.0 liability impairment) and draws out a moderately counterintuitive point about third-party equity's rational incentive to run deals into the ground for cash-on-cash distributions. The fiber and M&A sections offer workmanlike analysis rather than contrarian framing.

it may have been attractive for them just to keep the deal running and running and running and getting these quite healthy cash distribution cash-on-cash distributions, even though eventually when the deal's called, I mean, it you know, it's it's sort of very it's quite unlikely that they will receive anything
UK and Germany are the two jurisdictions particularly in the fibre to the home like retail market basically where there's less regulation and there and there's been a lot of kind of immediate like speedy construction

Guest Caliber

9 / 20

Both participants are specialist structured finance journalists with strong source networks and genuine domain fluency, but they are reporters rather than practitioners who have managed CLOs, issued securitizations, or deployed capital at scale. The sourced intelligence is credible but second-hand.

I'm George Smith, local capitalist securitisation editor, and I'm joined by only one Tom this week, Thomas Hopkins, our CL Reporter
a source close to the deal did tell me that one thing was that the the CLO had sort of a meaningful exposure to mid-cap issuers

Specificity & Evidence

15 / 20

The episode is notably granular: named deal (Bain Capital Euro CLO 2018-1), exact euro recovery figures, precise basis-point spreads across vintages, a named CCC threshold, a headcount of ~40 post-reinvestment deals, named comparable transactions (KKR/New Day, Cerberus/Lend Co), and a Companies House verification. This level of specificity is well above average for a market roundup format.

they received 7.4 million euros instead of the full par amount of 11.2
the triple A's had a spread of 78 basis points. I mean, now you're talking sort of mid-120s for triple A's. Uh, similarly, the transactions single B's, the tranch that eventually was impaired, um, had a spread of just 629 basis points

Conversational Craft

12 / 20

Questions are purposeful and consistently move toward structural explanation rather than summary - 'Why was there no reset?' and 'Why do we not see more of these acquisitions?' are genuinely probing. However, this is a collegial peer conversation rather than an interview, so there is no real challenge of claims or productive disagreement.

Why was there no reset?
Why do you think we don't see more of these acquisitions of some of these sort of specialist lenders you know particularly given that you know that some of some of the assets they hold are kind of very popular

Conversation analysis

Computed from the transcript - who did the talking, and the words that came up most.

Most-used words

deal48speaker42market27deals24equity22investors17capital15reset15assets15first14call13reinvestment13impairment12europe12running12keep12

Full transcript

31 min

Transcribed and scored by The B2B Podcast Index.

1 - > SPEAKER_01: Hello and welcome to another fine matter. 2 - > I'm George Smith, local capitalist securitisation 3 - > editor, and I'm joined by only one Tom this week, Thomas 4 - > Hopkins, our CL Reporter. 5 - > Hello. 6 - > SPEAKER_00: Hi there, George.

7 - > How are you doing? 8 - > SPEAKER_01: I'm very well, and it's good to have you back on 9 - > another fine mass. 10 - > SPEAKER_00: Yes, well, I was in Scotland last week. 11 - > You're currently in Scotland, and I'm wishing I was still in 12 - > Scotland because it is horrifically hot in London.

13 - > And uh yeah, I think basically most people in sort of the 14 - > southeast of England have just been in a terrible mood all week 15 - > because of the horrendous heat. 16 - > But yeah, so I'm very envious of you still you know of you being 17 - > in Scotland. 18 - > SPEAKER_01: Yes, I'm feeling very smart. 19 - > I mean I did actually do it tactically.

20 - > I got on the first tube on or the first train on Tuesday 21 - > morning when I saw the red alert. 22 - > And um as we record this on Friday, I'm getting the train 23 - > back this evening, so I've pretty much avoided the red 24 - > alert. 25 - > SPEAKER_00: Yes, it it it will be a shock to the system though, 26 - > I think even just one evening. 27 - > But yeah, you are fortunate in that the heat wave is uh set to 28 - > end this weekend, so you've missed most of it.

29 - > SPEAKER_01: Yes, indeed, indeed. 30 - > Um let's talk about the the market. 31 - > CLOs have sort of kept taking away, haven't they, since since 32 - > Global ABS, a few more deals printing this week, at least I 33 - > think I've seen. 34 - > SPEAKER_00: Yes, in fact, so it was quite a slow start to the 35 - > week.

36 - > Um, but sort of later on we've actually had quite a few. 37 - > Um so I mean at the start of the week we had a refinancing um of 38 - > sort of harvest CLO32, and then sort of moving on a bit, we 39 - > yeah, we we've had um a new issue from Bridge Point, you 40 - > know, we've also had a Capital Four reset, we've had sort of 41 - > OCP uh Euro CLO 2017 refinancing, and then sort of 42 - > yesterday evening there were sort of three um new issue deals 43 - > that came through Reading Ridge, Palmer Square, and sort of ICG.

44 - > So it's actually been it was as I say a slow start to the week, 45 - > but it's really kind of picked up. 46 - > Um and certainly from what I'm hearing from the market, you 47 - > know, while we haven't got spreads that are say at 2020 48 - > levels, they are still reasonably tight by the 49 - > standards of the last few years and are almost back to sort of 50 - > pre-w Iran war levels, not quite, but almost, and there's a 51 - > lot of positivity in the market, and so it seems to be moving at 52 - > quite a quite a pace, really.

53 - > SPEAKER_01: Well, that's all good news that there's 54 - > positivity in the market despite the topic of your weekly story, 55 - > which I understand. 56 - > Exactly, yes. 57 - > I'm not allowed to call it a default, but some tranche buying 58 - > investors have lost some of their principal for the first 59 - > time since the financial crisis. 60 - > Is that the legal way to phrase it?

61 - > SPEAKER_00: Yes, yeah, exactly. 62 - > We have to be we have to be careful, in fact, not to call 63 - > this a default because there was no technical default on the uh 64 - > on the tranche in question. 65 - > I want to make that quite clear. 66 - > Uh that's how we've described it.

67 - > But uh, but yes, what we have seen is the first impairment to 68 - > a CLO liability tranche in the CLO 2.0 era. 69 - > Uh, that obviously dates back to sort of 2013 when CLOs were 70 - > relaunched after the financial crisis. 71 - > So this is kind of the first impairment really since you know 72 - > um the GFC.

73 - > But there were impairments to, uh and this is only in Europe, I 74 - > have to make very clear as well, because we have seen impairments 75 - > to some US CLO liability tranches uh since the GFC. 76 - > There were also impairments in the CLO 1.0 era in um in Europe, 77 - > which was obviously sort of before and sort of including the 78 - > financial crisis, uh, but this is the first time it's happened. 79 - > So, in the sort of the 13 years of the of the new CLO product 80 - > that was kind of launched after the financial crisis in Europe, 81 - > um, it's happened.

82 - > And the deal in question was the Bain Capital Euro CLO 2018-1 83 - > deal, is obviously managed by Bain Capital Credit, and the 84 - > impairment happened on the class F notes. 85 - > You know, in CLO land, we often refer to things by uh their 86 - > rating because you know, when they're when the CLOs are 87 - > issued, you know, you'll you'll sort of reuse that rating to 88 - > refer to the particular tranch. 89 - > It's a little bit more complicated here because the 90 - > class F notes were originally the single B's, but by the time 91 - > the impairment happened, they'd been downgraded a couple of 92 - > times by Fitch.

93 - > And so, yeah, we're sort of calling them the class F's, but 94 - > you can think of them as kind of the single B tranch, so the 95 - > lowest tranche kind of at the bottom of the capital stack in 96 - > you know, in terms of CLO liabilities. 97 - > So, yes, George, essentially you're right. 98 - > So there was kind of essentially the note holders received a kind 99 - > of lower sort of principal kind of payout than they would have 100 - > done. 101 - > So they kind of consented.

102 - > Uh so when the deal was called, essentially, the the an 103 - > agreement was reached with the note holders, and they received 104 - > 7.4 million euros instead of the full par amount of 11.2, and 105 - > they did consent to sort of lowering this sort of par, but 106 - > it's a sort of outstanding principle balance, which made 107 - > calling the deal possible because generally in CLO 108 - > documentation, if you're going to call a deal, you know, you 109 - > have to be able to sort of re repay all the outstanding 110 - > balance and interest as part of that.

111 - > So kind of calling the deal was sort of made possible by this uh 112 - > agreement being reached with no holders, but because it was 113 - > reached, you know, and and the and the balance was lowered, 114 - > there was no technical event of default uh because they had 115 - > agreed to that and that's uh and that that's what they'd 116 - > received. 117 - > So so yes, but it is still an impairment in the sense that 118 - > investors did not receive the full original par balance of the 119 - > notes.

120 - > SPEAKER_01: So what's already gone gone wrong here then? 121 - > Because presumably nobody this isn't the outcome anyone would 122 - > have wanted. 123 - > SPEAKER_00: Exactly. 124 - > It really has a lot to do with the kind of deterioration of the 125 - > CLO's collateral pool sort of over kind of a number of years.

126 - > So uh a source close to the deal did tell me that one thing was 127 - > that the the CLO had sort of a meaningful exposure to mid-cap 128 - > issuers, uh, and the source kind of identified this as a key 129 - > issue of Bain's strategy at the time. 130 - > The source did note, though, that uh Bain has now changed 131 - > this strategy and has sort of shifted to kind of more diverse 132 - > and liquid portfolios. 133 - > Additionally, though, you know, it's sort of this is a deal that 134 - > obviously was first priced in 2018, and so it's gone through a 135 - > number of things like, you know, the the pandemic and the war in 136 - > Ukraine, the Iran war, which has been rather a shock to many 137 - > CLO's kind of collateral pools.

138 - > But then the most important thing I think to consider is 139 - > that this deal exited reinvestment in 2022 and has 140 - > kept running since then. 141 - > Now, the longer you keep a deal out of reinvestment, you know, 142 - > you don't call it or reset it, the more likely you are to end 143 - > up with kind of par losses in your portfolio and a kind of 144 - > just a deteriorating, weakening portfolio because inevitably 145 - > over time any CLO will pick up kind of lower quality credits.

146 - > And, you know, if you're going to keep a deal running after its 147 - > formal reinvestment period, you have to keep meeting the CCC and 148 - > OC tests, meaning that basically your your share of CCC rated 149 - > assets can't exceed 7.5% of your portfolio. 150 - > And so to keep the CCC threshold lower than that, if you're just 151 - > continuing to run the deal after reinvestment, you have to keep 152 - > selling triple C assets, and you often have to sell these at a 153 - > discount, and that doesn't raise enough to replace them with 154 - > higher quality assets, so you get a deteriorating portfolio.

155 - > You will also accumulate some defaults over time. 156 - > So there was some strategy-specific factors with 157 - > the with the CLO about um, you know, where where it had been 158 - > invested in sort of the mid-carechases, there was some 159 - > macro level shocks, and then there was just the fact that 160 - > this deal was kept running for so long after reinvestment. 161 - > Almost any deal will eventually start to get to a point where it 162 - > has accumulated, as I say, lower quality credits if you haven't 163 - > had like a fresh equity injection to clean up the 164 - > portfolio, as you would if you reset the deal.

165 - > And ultimately, then when looking to call the deal, I 166 - > think it became clear that if the assets in the portfolio were 167 - > sold, it was kind of unlikely that the sale of all the assets 168 - > would repay the notes in full, and that's sort of where the 169 - > impairment kind of you know comes about in the end. 170 - > SPEAKER_01: Is isn't it quite standard practice in the CLO 171 - > market to just reset deals once they get kind of towards the end 172 - > of reinvestment or just after like what happened here?

173 - > Why was there no reset? 174 - > SPEAKER_00: So yes, you're quite right. 175 - > Most managers will reset a deal within kind of nine to twelve 176 - > months of reinvestment ending. 177 - > The reasons for this is, well, A, it's quite complicated to 178 - > keep a deal running after reinvestment, as we've just sort 179 - > of noted.

180 - > Secondly, when the reinvestment period ends, you you know, if 181 - > you don't manage to meet certain conditions, like those tests we 182 - > were mentioning, amortization can start. 183 - > And if amortization starts, the AAA's are paid down first and 184 - > the cost of capital in the CLO goes up. 185 - > So most managers don't keep deals running for ages and ages 186 - > after reinvestment. 187 - > They will sort of reset them or call them within about nine to 188 - > twelve months.

189 - > But the reason that this deal was kept running, it seems to 190 - > have a lot to do with the fact that Bain did not hold the 191 - > majority of the equity in the deal. 192 - > This was held by sort of third-party investors. 193 - > Now it's very important to note that third-party investors, if 194 - > they hold the majority of the CLO's equity, they control 195 - > really when the deal is called or reset. 196 - > So Bain didn't really have any control over that.

197 - > Uh, in fact, I know from a source, you know, with sort of 198 - > familiar with the matter, that Bain tried to call the deal last 199 - > year and the majority equity decided against this. 200 - > But there are also reasons why it would have appeared quite 201 - > attractive for the third-party equity investors to keep this 202 - > deal running, because like a lot of deals in 2018, it priced with 203 - > incredibly tight spreads. 204 - > I mean, the triple A's had a spread of 78 basis points.

205 - > I mean, now you're talking sort of mid-120s for triple A's. 206 - > Uh, similarly, the transactions single B's, the tranch that 207 - > eventually was impaired, um, had a spread of just 629 basis 208 - > points. 209 - > Most marriages are not getting anything sort of far below 800 210 - > at the moment. 211 - > So these incredibly tight spreads would have, I think, 212 - > made for quite an attractive arbitrage.

213 - > And ultimately the arbitrage funds cash on cash distributions 214 - > to equity. 215 - > So at no point was there really much of an incentive to sort of 216 - > accept higher spreads and a lower arbitrage by resetting the 217 - > deal from the third-party equity investor perspective. 218 - > So it may have been attractive for them just to keep the deal 219 - > running and running and running and getting these quite healthy 220 - > cash distribution cash-on-cash distributions, even though 221 - > eventually when the deal's called, I mean, it you know, 222 - > it's it's sort of very it's quite unlikely that they will 223 - > receive anything from the event eventually calling the deal on 224 - > the basis that you know, if the single bee tranche is impaired, 225 - > it's very unlikely equity gets anything because equity is below 226 - > the single bees in the waterfall.

227 - > But it's it's an interesting illustration of how in some ways 228 - > the interests of the note holders and the interests of the 229 - > third-party equity investors were a little bit different. 230 - > And you know, the deal, I think, was called now rather than being 231 - > reset. 232 - > You know, that this may have been because ultimately, you 233 - > know, the third-party equity would have had to in the 234 - > third-party equity investor would have had to put in quite a 235 - > lot of capital, you know, in in sort of additional equity to 236 - > reset the deal.

237 - > And it may have just been more attractive to just call the deal 238 - > and invest somewhere else or in a in a in a new deal rather than 239 - > you know reset it. 240 - > So there were sort of specific circumstances I think that may 241 - > have led keeping the deal running to look a bit attractive 242 - > to third-party equity. 243 - > SPEAKER_01: Yeah, that is interesting. 244 - > People talk quite a bit, you know, NCLOs about having equity 245 - > and debt in the same vehicle kind of can create tension, but 246 - > it's it's very interesting to have this practical example of 247 - > kind of how that can play out.

248 - > SPEAKER_00: Well, exactly. 249 - > You know, I mean I think like to some extent, you know, equity 250 - > and debt can have an alignment of interests because neither of 251 - > them really want lots and lots of defaults in a portfolio, 252 - > generally speaking, because it does affect both of them 253 - > potentially. 254 - > But in this specific instance, when you had those really tight 255 - > spreads, you know, it may have been attractive to keep the deal 256 - > running for third-party equity, even though that that was sort 257 - > of ended up posing a risk to the note holders.

258 - > SPEAKER_01: Yes. 259 - > Um then I guess you know that this presumably has something 260 - > then to do with this vintage where the liability spreads were 261 - > so tight. 262 - > Um, and presumably there's at least kind of a few other deals 263 - > out there in a sort of vaguely similar position to this one. 264 - > Do you think this is something that investors should be 265 - > thinking about or worried about by the by what's played out 266 - > here?

267 - > SPEAKER_00: Yeah, I mean I certainly, and from some 268 - > conversations with investors that I've had, you know, there 269 - > does seem to be at least a little bit of a change in 270 - > sentiment about CLOs, but I would say it's a little change, 271 - > because you know, I think it will give them pause, but I 272 - > mean, one has to remember that this was one impairment to one 273 - > CLO liability tranche, you know, because obviously all none of 274 - > the other tranches in the Bain deal were impaired, it was just 275 - > those class Aps.

276 - > So this is one impairment to one CLO liability tranche in 13 277 - > years. 278 - > That's not the worst track record, really. 279 - > Uh, and it was sort of in some ways bound to happen eventually. 280 - > But yes, I think investors may be a little bit more wary now of 281 - > deals that have been left out of reinvestment for a long time, 282 - > particularly when those deals, you know, have the sort of very 283 - > tight spreads, like the 2018 deals.

284 - > I think if you look at so that there are about near there are 285 - > nearly 40 deals that are rated by Fitch that have been out of 286 - > reinvestment since 2024 or earlier. 287 - > Now, obviously, it's very important to say that many, or 288 - > indeed probably most of these deals, will just be reset or 289 - > called completely successfully and you know, with no issues. 290 - > But I think investors might just think a little bit more 291 - > carefully about deals that have been out of reinvestment for 292 - > quite a long time because it just means that you're just a 293 - > little bit more likely to have this sort of slowly 294 - > deteriorating collateral pull.

295 - > And if that is the case, you know, you know, unless the 296 - > manager or equity investor decides to reset the deal, there 297 - > could be an issue if if you call the deal. 298 - > And so that's probably something to be aware of. 299 - > I I think another thing maybe that they might think about is 300 - > also kind of whether or not the manager sort of has control of 301 - > the equity in the deal. 302 - > I mean, say what you like about sort of captive equity funds, 303 - > but um, you know, which we've discussed at some length on this 304 - > on this podcast, and you know, at least if the manager does 305 - > sort of have a controlling stake, they can intervene to 306 - > reset or call the deal.

307 - > I mean, they don't have to, but ultimately there's sometimes 308 - > that you know there can be a little bit more of a kind of 309 - > alignment of interest there in the sense that I think few 310 - > managers really want their deals to record impairments. 311 - > I mean, it doesn't mean it's impossible, obviously, but you 312 - > know, they do at least kind of have the ability to intervene. 313 - > Whereas, you know, in in if you have third-party equity 314 - > controlling the deal that doesn't want to reset or call, 315 - > you you can have your hands tied a little bit as a manager, and 316 - > uh this can obviously you know make an impairment a little bit 317 - > more likely.

318 - > So, yeah, I mean in short, I would say I think it's very 319 - > unlikely we're gonna see a wave of impairments to CLO liability 320 - > tranches, but also I think it would be you know wrong to say 321 - > that this Baying deal is you know is going to be completely 322 - > unique and there could not be any other examples that might 323 - > come along. 324 - > So it's certainly something that investors will think about, but 325 - > I don't think it's gonna provoke a radical change in their kind 326 - > of confidence in the sort of CLO 2.

0 product. 327 - > SPEAKER_01: Well, your story on the impairment is called Bane 328 - > Impairment Shines Light on CLO Liability Investor Risk, and 329 - > that is on the website for subscribers. 330 - > And there are more of your exact thoughts about what to make of 331 - > all this, which is and this one is is free for all, so do give 332 - > it a read. 333 - > First Euro CLO impairment since GFC is a wake-up call for 334 - > investors.

335 - > SPEAKER_00: Yes, indeed. 336 - > I've uh argued that essentially that uh the reason that the 337 - > investors are paid the sort of juicy spreads you might get paid 338 - > on a uh on a single B CLO note is precisely because there are 339 - > actually very real risks. 340 - > Um but yes, please do give that a read on our website if you're 341 - > if you're interested. 342 - > But George, uh, we should talk now about the ABS markets.

343 - > Do you want to give us a little sort of flavor of what's been 344 - > going on in the market this week? 345 - > SPEAKER_01: Yeah, so in the absence of Tom on uh Wednesday, 346 - > Thursday, and today Friday, I've I've had to uh try to keep track 347 - > of things. 348 - > There's a deal out from Ford Bank, which is a more sporadic 349 - > issue, but I think it does price quite tightly, at least when I 350 - > was looking through our asset-backed monitor at its um 351 - > at its past transactions.

352 - > Other than that, you've got kind of various deals now drawing 353 - > towards the finish line. 354 - > So Paratus had a bite let RMBS that I think was priced on 355 - > Thursday afternoon. 356 - > Um and United for with its French consumer loan deal also 357 - > priced Thursday afternoon and Hadock. 358 - > Um I wrote in the another fine mes column at the start of this 359 - > week that I thought one of the interesting things is both 360 - > Paratus and uh Hadock had STS stamps for the first time.

361 - > So clearly something that issuers are at least taking more 362 - > of an interest in and thinking about whether they can they can 363 - > get that on their deals. 364 - > The big transaction of the week was obviously that one Tom spoke 365 - > about last week, the Roth C securitization of HSBC 366 - > mortgages. 367 - > Uh we're recording fairly early on Friday and it's not yet 368 - > priced, so we'll have to keep an eye out for that. 369 - > It'll probably be done by the time this podcast goes on air.

370 - > SPEAKER_00: Yes, I did like Tom's initial story on that deal 371 - > precisely because he used uh a sort of a photograph of the 372 - > story that sort of had the cricket, basically, which is 373 - > sort of sponsored, I think, by Roth is the test cricket that's 374 - > going on right now. 375 - > So uh it's nice to see cricket making its way into global 376 - > capital. 377 - > But uh George, you have been sort of very industrious in 378 - > producing um a couple of uh very interesting uh articles over the 379 - > last couple of days, almost sort of two kind of weekly length 380 - > pieces.

381 - > But I think one of the things you've been writing about is uh 382 - > sort European fiber securitisation and you know 383 - > whether or not we're going to see most of that. 384 - > I mean you've uh you sort of said that it could arrive within 385 - > within about 18 months. 386 - > I mean, why do you think we haven't seen fibre 387 - > securitization really in in Europe yet? 388 - > SPEAKER_01: I mean, you used to be a uh project finance 389 - > reporter, so I guess you're probably partly to blame.

390 - > Uh I think Europe has just a very deep kind of bank lending 391 - > market, um, is one thing. 392 - > So there's there's just not like as much pressure to like find 393 - > kind of capital market solutions to financing fiber as as there 394 - > might be without that that bank finance market. 395 - > And then the other thing is just the kind of maturity of the 396 - > networks and like whether I mean securitization, you you need 397 - > like a sort of stabilized long-term cash flow that the 398 - > rating agency can get its head around and investors can get 399 - > comfortable with.

400 - > And so you can't really finance any capex, you can't really like 401 - > deal with networks where there's a lot of kind of customer churn 402 - > or anything like that. 403 - > So it's sort of a question of like A, there's a lot of bank 404 - > money, and B, there's not that many suitable assets yet, 405 - > although more and more are kind of reaching that point of 406 - > maturity. 407 - > SPEAKER_00: Yes, I mean I do remember from you know my my 408 - > project finance days of long ago that ultimately this fiber 409 - > rollout in Europe hasn't actually been going for all that 410 - > long.

411 - > I mean, we we started seeing fiber project financings, I 412 - > think sort of 2019, 2020, and you know, a lot of these deals, 413 - > I think, you know, that that was project financed initially, you 414 - > know, sort of had like five-year maturities, and then there was a 415 - > view that these would be kind of refinanced through the capital 416 - > markets, potentially, I think, through, you know, the sort of 417 - > ABS structures. 418 - > But ultimately, I think some of as you say, some of the some of 419 - > this might still be kind of working its way through the 420 - > system.

421 - > I mean, just in terms of like a stable cash flow and and raising 422 - > agents being able to get comfortable. 423 - > I mean, did you sense from talking to the market that you 424 - > know that that fiber just kind of isn't really there yet in 425 - > Europe, that there are sort of risks that raising agencies or 426 - > you know investors might be very seriously concerned about if 427 - > they try to do a fiber securitisation? 428 - > SPEAKER_01: I think it's a bit case by case.

429 - > So these are likely to have the like as we've seen in the 430 - > European data center securitization market to kind of 431 - > copy the US structure of having like a very long final maturity 432 - > and like a a post-ARD like cash sweep basically to amortize the 433 - > the principal balance, but be like soft bullet basically 434 - > maturity to say five years of the anticipated repayment date, 435 - > which is ARD. 436 - > That's a US thing. 437 - > I think we tend to call it the first optional repayment date in 438 - > the European market, but the even the use of the term ARD 439 - > suggests the kind of US influences on this market.

440 - > So for that you you need to sort of be able to say thirty years 441 - > into the future, like people will still want to pay for my 442 - > fiber. 443 - > Um and you generally won't have them like tied into a lease or 444 - > or tied into a deal for thirty years like you know, consumers, 445 - > I think you can only tie in for two years in in most of Europe. 446 - > And businesses, again, like you probably yeah, that is also the 447 - > credit quality of the of the business that you have tied in 448 - > for if even if you have tied them in for 30 years, which is 449 - > unlikely.

450 - > So you need to be kind of confident that your fibre is 451 - > going to be able to be re sort of leased or re another deal 452 - > will will be able to be done for you to supply fibre to the same 453 - > kind of premises. 454 - > SPEAKER_00: Yeah, we've also seen some issues with sort of an 455 - > abundance of competition between fibre developers. 456 - > You know the UK is particularly falling foul of that. 457 - > SPEAKER_01: I think you were saying in some of the 458 - > conversations you were having that people are rather skeptical 459 - > of the UK market particularly because you you have quite a lot 460 - > of risk of of churn between different companies and just of 461 - > uh of almost of this some of this infrastructure being kind 462 - > of overbuilt with different developers carving up almost 463 - > street by street in bits of London it feels like yeah 464 - > overbuilt came up a lot I think uh I think the UK and Germany 465 - > are the two jurisdictions particularly in the fibre to the 466 - > home like retail market basically where there's less 467 - > regulation and there and there's been a lot of kind of immediate 468 - > like speedy construction which which means as you say if 469 - > there's a lot of churn then that just makes it difficult for the 470 - > rating agencies to get comfortable and presumably 471 - > investors as well.

472 - > So yeah you need to find suitable assets and and it it 473 - > may be that they don't come from certain markets. 474 - > SPEAKER_00: How advanced is fiber securitization in the US? 475 - > Because often with securitization we see a trend 476 - > emerge in the US and then eventually it comes to Europe. 477 - > SPEAKER_01: I mean I think that's starting to happen with 478 - > data centers for example but is the US kind of way ahead of 479 - > Europe on this or yes uh it it's accelerating now I mean I think 480 - > last year there was quite like a sort of roughly three times 481 - > growth in the market.

482 - > It's kind of similar to the the data centers. 483 - > That's the one for 144A market uh which is like the public US 484 - > securitization market. 485 - > I think it's similar to what we saw with data centers where like 486 - > a couple of deals were done and then a few more deals were done 487 - > and then suddenly like wow everyone's doing this. 488 - > And this year I think we'll be big again.

489 - > From what I've heard and and the conversations I've had with Chad 490 - > who's our US ABS reporter like the data center deals are if 491 - > anything like performing slightly kind of sluggishly now 492 - > compared to the fiber deals where people are 493 - > enthusiastically still still kind of participating for the 494 - > diversification from data centers. 495 - > SPEAKER_00: And so it would it would seem that in the US 496 - > they've managed to sort of establish areas where you have 497 - > kind of a reasonable kind of amount of penetration of the 498 - > sort of fiber network to a sort of quite a large area that that 499 - > kind of provides a stable kind of cash flow essentially over a 500 - > over a long time.

501 - > Is this sort of been the case for some of the US deals which 502 - > has made them sort of able to move forward or do you think 503 - > there are other any other factors that mean that the US is 504 - > sort of ahead of Europe on this? 505 - > SPEAKER_01: I think that's right. 506 - > I mean at least a good part of it is like having suitable 507 - > assets. 508 - > And then the other component is just that US capital markets are 509 - > like a lot deeper and US investors are like more kind of 510 - > willing to to do kind of deals where there's a bit more of an 511 - > underwrite but the investor base is much bigger and then 512 - > therefore like that there's more people willing to look at it and 513 - > establish the market and then also to take down the kind of 514 - > scale of deal like it like US data center and fibre 515 - > securitization has come to be like an extremely substantial 516 - > part of the whole total US securitisation market now.

517 - > Whereas like it's hard to believe that European 518 - > securitisation in its current form would be able to support 519 - > like a dramatic increase in the total size of them of the 520 - > market. 521 - > Although obviously regulatory efforts are ongoing to to change 522 - > things. 523 - > SPEAKER_00: Of course um well that story I which I absolutely 524 - > commend to you know global capital readers it is available 525 - > to global capital subscribers it is called first european fiber 526 - > securitization could arrive within 18 months so do do give 527 - > that a read but Georgia as I said earlier you have been you 528 - > you seem to have worked very very hard yesterday and produced 529 - > um another story of considerable length and this is about 530 - > Baalbeck um sort of buying funding 365 do you want to tell 531 - > us a little bit about the you know that acquisition yeah I've 532 - > worked far too hard um this is I think this is the story of the 533 - > week if you're in the kind of specialist lending market.

534 - > SPEAKER_01: So funding 365 is a is a UK bridging lender. 535 - > Baalbeck is a big US um alternative asset manager I 536 - > guess with a focus on kind of real estate of of some 537 - > description. 538 - > They're a big big issuer of US R and BS they hit they you know 539 - > they have assets they securitize in the US and they've done a 540 - > couple of deals in Europe um there was the Spanish RPL deal 541 - > that we also I assume talked about on this podcast but I 542 - > wrote a story about that as well last year.

543 - > But this is I think at least one of the first times that I can 544 - > recall them buying a lender and I guess what's interesting about 545 - > this is it comes you know the UK bridging sector has not had the 546 - > most joyful time in the last few months since Market Financial 547 - > Solutions which was a competitor I suppose collapsed in in 548 - > February. 549 - > SPEAKER_00: Exactly and I mean I I know this might not sort of 550 - > apply directly to this specific acquisition but I think you've 551 - > sort of said somewhere in the story that you know there might 552 - > be a kind of window of opportunity if some of these 553 - > sort of smaller kind of specialist lenders don't have 554 - > access to the same funding lines that they might once have had 555 - > sort of following MFS.

556 - > Is that right? 557 - > SPEAKER_01: Yeah so this was sort of the talk of Barcelona 558 - > that banks are sort of retreating from lending to small 559 - > specialist lenders um in the wake of the of what's happened 560 - > with MFS. 561 - > I think yeah in theory if you're a big fund with uh like lots of 562 - > relationships with the banks it kind of makes sense that you 563 - > could buy one of these lenders and use that relationship to 564 - > kind of extend their funding right while others may be 565 - > struggling but but to be clear if it it's maybe just a happy 566 - > coincidence if anything for for Baalback here like they they've 567 - > been interested in in bridging in the UK for a long time and 568 - > and we're looking to get into this space already so it's you 569 - > know prior prior to the collapse of of MFS.

570 - > So it shouldn't be read as like an opportunistic trade from 571 - > Baalbeck it's it's clearly a her sector they have kind of 572 - > conviction about um it's just if anything a kind of if anything 573 - > kind of helpful that the situation with MFS has played 574 - > out. 575 - > SPEAKER_00: Why do you think we don't see more of these 576 - > acquisitions of some of these sort of specialist lenders you 577 - > know particularly given that you know that some of some of the 578 - > assets they hold are kind of very popular and are kind of 579 - > fought over.

580 - > I think you you might logically ask well why isn't there just 581 - > some buying up of the various lenders because that would give 582 - > you access to the the the the assets they hold. 583 - > SPEAKER_01: Yeah this is a this is a great question. 584 - > This is the question I think in the um in the asset financing 585 - > market at the moment like as you say the the the market for 586 - > assets the forward flow market is very competitive but then 587 - > like seemingly the sort of MA market for specialist lenders is 588 - > is much more subdued.

589 - > And people have been sort of saying there's there's this 590 - > trade where you literally just buy a lender and that gives you 591 - > kind of proprietary access for your funds to the assets and I 592 - > think that is definitely part of the motivation for Powerback 593 - > here to get those those assets kind of flowing into their 594 - > funds. 595 - > And we have seen a few other deals um for specialist lenders 596 - > KKR bought New Day and Cerberus bought Lend Co recently again we 597 - > we can't be sure of those of the motivations for those 598 - > transactions but one would have thought at least partly it's 599 - > it's together the asset flow.

600 - > SPEAKER_00: It's part of the challenge here that you know 601 - > some of these funds don't actually have mandates to buy up 602 - > you know lenders. 603 - > SPEAKER_01: Yeah I think that's exactly the challenge like the 604 - > the mandate flexibility question like you know a lot of the shops 605 - > that have done it successfully are like big private credit and 606 - > private equity shops where they can buy from one arm the the the 607 - > lender and from another arm like buy the assets and then that 608 - > kind of works in tandem but that's not the case for um for 609 - > Baoback like as I say I think this is the first game I can 610 - > recall of them buying a European lender.

611 - > I had luck on company's house and the the owner of funding 365 612 - > or at least owns the more than 75% of shares is is Baobek 613 - > Capital Limited which to me it doesn't look like a fund so it's 614 - > perhaps they've they've just bought it directly. 615 - > SPEAKER_00: Well thank you very much George and I do commend 616 - > that article to listeners it is called Baalbeck buys funding 365 617 - > as banks look to fund sponsor packed lenders and if you want 618 - > to find out a bit more about the possibility of public bridging 619 - > securitizations in the article you should definitely give it a 620 - > read.

621 - > It is available on the Global Capital site to global capital 622 - > subscribers. 623 - > SPEAKER_01: And with that we shall say thank you very much 624 - > for listening and goodbye.

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