Amid growing concerns about economic growth and increasing headwinds and disruptions, investors in leveraged loans and collateralized loan obligations (CLOs) are proactively focused on identifying potential sources of risk and managing their portfolios to protect credit quality. To help investors understand these risks, this Credit FAQ seeks to highlight key questions we've received in recent investor and manager meetings, along with our responses.

Frequently Asked Questions

What are the biggest concerns about the leveraged loan market from a credit perspective?

The impact of credit erosion arising out of slowing economic growth, rapidly rising interest rates, and market and geopolitical uncertainty has caused corporate rating downgrades to outpace upgrades since May 2022 (for speculative-grade U.S. and Canadian nonfinancial corporate issuers), with the pace of downgrades quickening since August. While corporate operating performance has been surprisingly resilient amidst increasing economic headwinds, we expect ratings pressure to continue because we anticipate a short and shallow recession in the U.S. (starting in the first half of the year) under our base case economic forecast.

In particular, the cumulative impact of interest rate hikes to date--and prospects for additional hikes in 2023--could cause interest coverage to fall by more than 0.5x in 2023 for 'B' and 'B-' companies. This will impair cash flow, coverage metrics, and liquidity positions for many 'B' and 'B-' issuers. In addition, it's unclear when the Fed may consider reversing its interest rate hikes amid persistently high inflation. This will further erode credit quality for lower-rated issuers and may make refinancing more difficult as deferred maturity walls creep closer, especially if spreads remain high or increase further.

The recent failure of Silicon Valley Bank (SVB) and other regional banks--as well as broader concerns about the stability of the banking sector-- highlights the prospects for additional and unforeseen economic and market disruptions and the potential for unintended consequence resulting from aggressive monetary tightening. As such, we are closely monitoring free operating cash flow (FOCF), liquidity, and debt maturities as part of our ratings surveillance for 'B' and 'B-' rated companies.

In this environment, leveraged credit investors and CLO managers have focused on de-risking their portfolios to weather weakening economic conditions and limit the downside to portfolio credit quality. For example, many are working to limit exposure to sectors and companies that they think could be more sensitive to underperformance. Unsurprisingly, there is sensitivity to potential downgrades of corporate ratings into the 'CCC' category, and some managers are quick to exit these credits before expected ratings downgrades, at which point trading prices can drop sharply. Accordingly, the average CLO portfolio had exposure to 'CCC' category rated issuers of roughly 5.14% as of March 1, 2023 (including 'B-' obligors with ratings on CreditWatch negative as per our CLO rating methodology). This is slightly less than half the 11.96% level of 'CCC' category rated issuers in our broader speculative grade portfolio as of March 11, 2023.

What does the downgrade risk for speculative-grade companies look like and what sectors are most vulnerable?

The best indicator of downgrade risk for leveraged corporate issuers is the percent of speculative-grade companies with a negative ratings bias, meaning ratings with a Negative outlook or CreditWatch Negative listing. For speculative-grade companies a Negative outlook indicates a risk of downgrade of at least 33% over the next year, while a CreditWatch Negative listing signals downgrade risk of 50% or more, often over a shorter period; although, event-based listings (such as related to regulatory review for a merger) may have a longer timeline for downgrades.

As of March 11, 2023, the negative bias for speculative-grade issuers in the U.S. and Canada was 20.6%, which is still somewhat lower than the long-term historical average of roughly 25% (from January 1995 through February 2022). However, it is still higher than it was for most of the past dozen years (Chart 1). In addition, negative bias has been steadily increasing since April 2022 as macroeconomic expectations darken, the tailwinds from the post-COVID rebound fade, and rising interest rates begin to weigh on credit metrics. We expect negative rating bias will continue to increase as the economy weakens, especially if interest rates remain elevated and continue to impinge on cash flow and liquidity.

Chart 1

A look at the speculative-grade ratings bias by sector (Chart 2) shows that economic pressures differ significantly for companies operating in different industries. Consumer products, which is also one of the largest sectors, has the most significant negative bias. As the economy weakens and higher interest rates begin to erode interest coverage, FOCF, and liquidity, S&P Global Ratings analysts have focused on sector-specific scenario analysis to identify the companies with ratings most at risk of downgrades (see Related Research).

Chart 2

What about expectations for an increase in companies rated in the 'CCC' category in 2023?

At year-end 2022, companies rated 'B-' represented 26% of all speculative-grade nonfinancial companies (in the U.S. and Canada) and 'CCC' category rated issuers accounted for about for 11.6%. Using the historical average of 'B' and 'B-' annual downgrade transition rates to the 'CCC' category, the percent of companies rated 'CCC+' and lower could expand by 5%-6%. This would put the proportion of 'CCC' category rated issuers in the 15%-17% range by year-end 2023, which is below the COVID peak of 18.7% but higher than the global financial crisis peak of 13.9%. However, using the 2001 dot-com default cycle as our basis, where the highest downgrade rate jumped to 49% and 28% for 'B-' and 'B' companies, respectively, the percent of companies rated in the 'CCC' category could expand to roughly 30% of all speculative-grade companies (these calculations do not account for 'CCC' category companies that default). Chart 3 shows the historical transition of 'B-' issuers and highlights the peak in the recession years of 2001-2003, 2008-2009, and 2020. Note that CLO collateral pools have historically has less exposure to 'CCC'-rated companies than the rated corporate universe as a whole.

Chart 3

Downgrade risks are building for 'B-' companies, as higher-for-longer interest rates could result in persistently weak cash flow generation for this cohort of issuers. Under our methodology, a company rated in the 'CCC' category is viewed as having an unsustainable debt structure, with an eventual default more likely than not, and its ability to meet its financial commitments dependent upon unexpectedly favorable business, financial, and macroeconomic conditions. As such, FOCF and interest coverage are important considerations for assessing downgrade risk into the 'CCC' category.

As of March 11, 2023, about 16% of 'B-' issuers had a 'Negative' rating outlook. The industry groups with the highest number of 'B-' ratings with a Negative outlook (in order of issuer count) are technology, business and consumer services, healthcare, and consumer products. This is in part because these sectors have a high percentage of companies with 'B-' issuer credit ratings (Chart 4). However, of these sectors, only consumer products has a negative bias that is above the speculative-grade average (Chart 5).

Chart 4

Chart 5

Of course, things change over time and past transition rates are not necessarily indicative of future ones, especially since actual transitions will largely depend on the magnitude, duration, and nature of the economic stress we experience in 2023 (and 2024 for that matter). Further, one important variable that has changed over the time period shown is the mix and characteristics of companies rated 'B-'. For example, in 2022 there was a significant difference in the downgrade frequency for 'B-' rated companies that started with a 'B-' rating versus those that were rated higher and downgraded to 'B-', at roughly 5% and 17%, respectively. (Chart 6). Again, the past is not prologue to the future, so these figures and relationships may change as the firms originally rated 'B-' have more time to experience operational challenges or see significant pressure of key credit metrics as economic conditions reverse. Further, elevated interest burdens are a new and significant challenge for 'B-'-rated companies, most of which are highly leveraged.

Chart 6

Table 1

How are CLO ratings positioned for a potential downturn?

Corporate rating downgrades that started in mid-2022 and picked up pace later in the year have started to be felt within the U.S. broadly syndicated loan (BSL) CLO pools. As of March 1, 2023, the average BSL CLO exposure to assets from 'CCC'-rated obligors (including 'B-' ratings on CreditWatch negative) was 5.14%, up from a post-pandemic low of 4.0% on Aug. 1, 2022. To the extent exposure to 'CCC'-rated assets exceeds 7.5% of total collateral, most BSL CLOs haircut the value of the excess 'CCC' amount for purposes of calculating the overcollateralization (OC) ratio tests, making it more likely that the CLO's junior OC test could fail and interest proceeds be diverted from the CLO equity to pay down the senior (typically 'AAA') note balance.

However, CLOs currently have an average cushion of 4.35% before failing their junior OC test results, so CLO exposure to 'CCC' obligors would need to increase well above 7.5% in order for the average junior OC test to fail. By one back-of-the-envelope estimate, CLO assets from obligors rated in the 'CCC' category would need to increase into the low-to-mid-teens percent area or higher for this to happen, everything else being equal.

Obligors in BSL CLO pools with a negative ratings bias continue to creep upward and have increased to 16.7% from a recent low of 11.0% in May 2022. This points to a change in the credit environment since the middle of last year. Other metrics have been mixed: exposure to loans from 'B-'-rated companies continues to increase (to 30.5% as of March 1, 2023), but only a small proportion of these have a negative outlook (4.14% as of March 1, 2023 versus 16.3% for the overall speculative-grade universe as of March 11, 2023). Also, exposure to nonperforming assets has increased, but remains below one percent. These credit metrics reflect active risk management and asset selection by CLO managers, with BSL CLO pools having lower exposure to 'CCC' obligors and those with a negative ratings bias than the loan market as a whole, but higher exposure to obligors rated 'B-' than the market.

Table 2

In short, while the corporate credit environment has taken a more negative turn over the past year, for now we expect only modest numbers of CLO tranche rating downgrades this year based on the CLO test and tranche rating cushions available to support the current ratings. This could, of course, change if the macroeconomic environment underperforms our base case. Based on the results of our CLO rating stress tests (see "Scenario Analysis: How The Next Downturn Could Affect U.S. BSL CLO Ratings (2022 Update)", published on Aug. 22, 2022), we expect the noninvestment-grade CLO tranche to bear the brunt of the ratings impact under any of our expected scenarios.

If we were to see a downturn, which CLOs would be most likely to see rating actions?

While overall credit metrics for CLOs are still in relatively good shape, the averages mask significant differences between CLOs originated before and after the arrival of the pandemic in the first quarter of 2020. Reinvesting U.S. BSL CLOs have, on average, about 5.14% exposure to obligors rated in the 'CCC' range and 4.4% cushion on their junior OC test. The reinvesting CLOs that have already weathered the pandemic (pre-pandemic CLOs) have lower average OC cushions and higher exposures to 'CCC'-rated issuers (3.6% and 6.1%, respectively), while reinvesting CLOs that have closed after the pandemic (post-pandemic CLOs) have higher average OC cushions and lower exposures to 'CCC'-rated issuers (5.4% and 4.7% respectively).

Table 3

The same phenomenon can be observed among CLOs originated prior to the energy slowdown in 2016; for example, when compared to transactions that closed after the energy slowdown, those that closed before had higher exposure to 'CCC' category rated issuers and lower OC cushions. During the pandemic, weaker collateral metrics for the pre-2016 CLOs led to more downgrades to CLO tranche ratings: three-fourths of the pre-energy cohort of reinvesting CLOs experienced one or more CLO tranche downgrades, while only one third of the post-energy cohort of reinvesting CLOs experienced one or more CLO tranche downgrades.

The average CLO OC test cushion today is higher than it was back in early 2020, though, providing more of a cushion against corporate ratings downgrades overall than in early 2020. During a period of economic stress, we would expect the pre-pandemic transactions will likely be more at risk of failing a junior OC test first and potentially seeing a rating action.

Downgrades seem most likely for subordinate tranche ratings of pre-pandemic CLOs that are already showing some signs of collateral stress. If the economy performs worse than our base case, CLO rating transitions could increase, but we still think downgrades would be limited to a modest number of 'BBB' and below tranche CLO ratings.

What are your views on aggressive out-of-court restructurings, euphemistically referred to as liability management transactions, on credit risk for leveraged loan investors?

The risk that an aggressive out-of-court restructuring transaction for a speculative-grade corporate debt issuer could impair loan recovery is a growing and legitimate concern for leveraged loan investors. This is an issue because documents for broadly syndicated loans have generally gotten weaker, more flexible, and more bond-like over time. Even so, aggressive out-of-court restructurings (of loans in particular) remain relatively infrequent, although they have increased in recent years and are prone to spike in periods of economic stress (as we saw in 2020).

As highlighted in Table 4, the relative impact of a select group of out-of-court restructurings in recent years can vary substantially depending on the magnitude of the restructuring. Further, the level of participation of existing lenders in priming loan transactions, and whether the existing loan exposures of these lenders are elevated in priority over those of non-participating lenders, can dramatically impact existing lenders. As such, having the flexibility to participate in such transactions, if offered, can be critical to protecting existing loan quality.

Table 4

We also note that the new money portion of these restructuring transactions (whether a collateral transfer or a priming loan) and the recovery expectations given default on these tranches is generally substantial (often reflecting a full recovery).

To be clear, while the risk of aggressive out-of-court restructurings is real, we don't attempt to factor them into our recovery analysis on a prospective basis because they are unpredictable and unquantifiable. Further, we don't believe ratings based on a worst-case scenario is reasonable or value-added for investors. Rather, we account for the impact on our recovery expectations after the particulars of an existing transaction become clear.

How has language in CLO documents evolved in light of manager expectations for a potential downturn?

CLO managers are concerned about the possibility that aggressive restructurings could occur with increased frequency in the next downturn. Recent changes to CLO indenture language are intended to allow managers more flexibility in navigating distressed credits and helping to ensure that CLOs are not left behind in the event of an aggressive restructuring. We have observed increasing bucket sizes for loss mitigation obligations and incorporating the ability to exchange one distressed asset for another outside the traditional investment criteria, and think this type of flexibility in CLO transaction documents is increasing in both scope and size.

We generally view the ability to participate in loss mitigation obligations as important to CLOs to allow managers to take a defensive position in aggressive restructurings that may happen whether they participate or not. Without the ability to participate in these obligations via new monies, roll-ups, or a combination of both, CLOs could end up losing out on recovery prospects and incur a greater loss than if they had the ability to participate in the new debt.

As such, in our view, increasing bucket sizes is not in itself a negative for long-term CLO performance. On the contrary, it is conceivable that more restrictive bucket limitations will constrain managers and force them into a higher loss on certain assets. It is also possible that limitations may continue to incentivize some market participants to take advantage of CLOs' inability to participate in such issuances via aggressive restructurings. This is why we view the sources of any proceeds used to purchase such assets, as well as the use of proceeds generated from such assets, as critical aspects of loss mitigation mechanics. It is within such sources and uses that transaction documents ensure that all investors benefit from the defensive position being taken and the resulting recoveries on the original distressed asset.

How is the upcoming transition away from LIBOR likely to affect CLOs?

The relatively slow transition of interest rates among floating-rate corporate loans (and therefore slow transition of CLO tranches) has led to a mix of LIBOR- and SOFR-indexed CLO transactions and corporate loans in the market. Some of this uncertainty is due to CLO transactions and loans using different credit spread adjustments (CSAs). To date, we have not seen any CLO transactions transition at a CSA other than 26 basis points bps, while the loan market so far has commonly seen loans transition at a CSA of 10 or 11 bps. Despite all of this, our base-case expectation is that few CLO ratings will be affected. To the extent these rating changes do occur, we expect they would primarily affect CLO tranches rated in the 'BB' category or lower. (Ratings on tranches that have a larger reliance upon excess spread could be more likely to be affected).

We performed a stress test on our rated U.S. CLOs (see "Scenario Analysis: LIBOR Transition, Excess Spread, And U.S. CLO Ratings," published June 30, 2022) to see how different levels of excess spread reduction resulting from the LIBOR transition might affect our ratings. We found limited CLO rating impact under likely scenarios (including 10 bps-15 bps excess spread reduction). Under this scenario, only a very small portion of reinvesting BSL noninvestment-grade tranche ratings could be negatively impacted, and very few CLO (or none) investment-grade tranche ratings would be affected. In this analysis, we applied the excess spread reduction throughout the life of the transaction and did not give credit to mangers' intervention.

For more information on the impact of the upcoming cessation of LIBOR on CLO transactions, see "Credit FAQ: The Potential Impact Of LIBOR Transition On U.S. CLOs," published Feb. 24, 2023).

Related Research

• New Study Finds U.S. Speculative-Grade Issuers Most Vulnerable To Higher-For-Longer Interest Rate Environment, March 27, 2023
• Health Services Outlook Negative With Elevated Risks For Lowest-Rated Companies, March 21, 2023
• Credit FAQ: The Potential Impact Of LIBOR Transition On U.S. CLOs, Feb. 24, 2023
• Fifth Annual Study Of EBITDA Addbacks Finds Management Continues To Regularly Miss Projections, Feb. 16, 2023
• U.S. BSL CLO And Leveraged Finance Quarterly: Navigating The Rough 'CCCs' Q1 2023, Feb. 9, 2023
• U.S. Leveraged Finance Q4 2022 Update: Inflation Pressures Hit Margins, Rate Rises To Hit Cash Flow, Feb. 7, 2023
• Evaluating The Impact Of EBITDA Stress and Higher Interest Rates On U.S. E&C Issuers, Jan. 20, 2023
• What Rising Interest Rates Could Mean For U.S. Business And Technology Services Companies Rated 'B' And 'B-', Jan. 18, 2023
• Assessing The Impacts Of Higher Interest Rates On 'B-' Rated U.S. Telecom And Cable Issuers, Jan. 11, 2023
• Credit FAQ: Envision Healthcare Corp.'s Two Major Restructurings In 100 Days, Sept. 2, 2022
• Scenario Analysis: How The Next Downturn Could Affect U.S. BSL CLO Ratings (2022 Update), Aug. 4, 2022
• A Closer Look At How Uptier Priming Loan Exchanges Leave Excluded Lenders Behind, June 15, 2021