High Yield Debt: An Insider's Guide to the Marketplace

Examine the high yield market for a clear understanding of this evolving asset class High Yield Debt is the one-stop resource for wealth advisors seeking an in-depth understanding of this misunderstood asset class. The high yield market provides a diverse opportunity set, including fixed and floating rate debt, high and low quality debt issues and both short- and long-term duration; but many fail to understand that not all high yield exposure is the same, and that different market segments and strategies work best at different points in the economic cycle. This guide addresses the confusion surrounding high yield debt. You'll find the information you need to decide whether or not to buy in to a high yield fund, and how to evaluate the opportunities and risks without getting lost in the jargon. The U.S. corporate high yield market is worth $2.4 trillion—more than the stock markets of most developed countries. Market growth has increased the number of funds with high yield exposure, as well as the types of debt products available for investment. This book breaks it down into concrete terms, providing the answers advisors need to effectively evaluate the opportunities on offer. Understand the high yield asset class Learn the debt structures, performance and defaults Evaluate risk and investment opportunities Penetrate the jargon to make sense of high yield investment Over 300 publicly traded funds provide exposure to U.S. high yield, but despite it's size and ubiquity, understanding of the asset class as a whole remains somewhat of a rarity—even among participants. A lack of transparency is partially to blame, but the market's evolution over the past fifteen years is the larger issue. High Yield Debt explains the modern high yield market in real terms, providing a much-needed resource for the savvy investor. "Rajay Bagaria has written the first book that captures a 360 degree view of the high yield debt market. Whether you are an investor, investment banker, corporate lawyer, CFO or layperson simply trying to gain insights into the fundamentals of high yield debt, this book translates financial and legal concepts, trends and structures of high yield bonds and leveraged loans into a simple, understandable format. Mr. Bagaria’s book is a valuable resource for anyone involved in the new issue or secondary leveraged finance markets." —Frank J. Lopez, Co-Head Global Capital Markets, Proskauer "Bagaria does a great service for both high yield professionals and beginners by providing an accessible, well-written, insightful market primer." —Steven Miller, Managing Director, S&P Capital IQ, Leveraged Commentary & Data "High-Yield Debt - An Insider’s Guide to the Marketplace is a comprehensive book that provides an in-depth understanding of the history, growth, basics and details of high-debt and the high-yield market. The author gives insights that only an experienced professional can provide. The book will be invaluable to readers both starting out and knowledgeable about an important segment of corporate finance, dealing with concepts, structures and performance." —Arthur Kaufman, Retired Partner, Fried, Frank, Harris, Shriver & Jacobson LLP / Member of Adjunct Faculty, Columbia Law School

Table of Contents:
Preface ix Acknowledgments xv About the Author xvii Foreword xix Chapter 1 Development of the High Yield Industry 1 1.1 What is High Yield Debt? 1 1.2 The Importance of Credit Ratings 3 1.3 The Origins of High Yield 5 1.4 Advent of the Leveraged Buyout 7 1.5 Junk Bonds 9 1.6 Market Maturation and Growth 11 1.7 High Yield Today 13 1.8 Summary 14 Chapter 2 High Yield Issuers 17 2.1 High Yield Issuers 17 2.2 Capital Structure Considerations 21 2.3 Choosing Between High Yield Bonds and Leveraged Loans 22 2.4 High Yield Issuers by Industry 25 2.5 Purpose of High Yield Debt 25 2.6 The Role of Investment Banks 28 2.7 The High Yield Capital Raising Process 30 2.8 Summary 32 Chapter 3 Buying High Yield Debt 33 3.1 Who Can Buy High Yield Bonds? 33 3.2 Who Can Buy Leveraged Loans? 35 3.3 Buyers of High Yield Debt 35 3.4 Investment Mandates Impact Volatility 37 3.5 Collateralized Loan Obligations (CLOs) 38 3.6 Implications of an OTC Market 42 3.7 Tracking High Yield Liquidity 44 3.8 Total Return Swaps and Margin Finance 45 3.9 Summary 48 Chapter 4 High Yield Financial Concepts 49 4.1 Key Economic Terms of High Yield Debt 49 4.2 High Yield Call Protection 50 4.3 Fixed Versus Floating Rate Debt 52 4.4 Bond Yields, the Risk-Free Rate, and Credit Spreads 54 4.5 More Advanced Yield and Spread Concepts 56 4.6 Common Issuer Metrics Tracked 58 4.7 Summary 61 Chapter 5 Debt Structures 63 5.1 Ranking and Subordination 63 5.2 Operating and Holding Companies 66 5.3 Leveraged Loan Structures 68 5.4 High Yield Bond Structures 72 5.5 Payment-in-Kind Debt 75 5.6 Ahydo 75 5.7 Summary 76 Chapter 6 Credit Agreements and Legal Considerations 77 6.1 Loan Credit Agreements and Bond Indentures 77 6.2 Roadmap to High Yield Documentation 79 6.3 Affirmative and Negative Covenants 81 6.4 Incurrence-Based Versus Maintenance Covenants 83 6.5 Covenant-Lite – What Does It Mean? 85 6.6 More Advanced Credit Agreement Provisions 86 6.7 Sacred Rights and Bankruptcy Resolution 91 6.8 Recent Legislation 93 6.9 Summary 95 Chapter 7 High Yield Asset Class Performance 97 7.1 Total Returns, Volatility, and the Sharpe Ratio 97 7.2 Comparative Asset Class Performance 99 7.3 Annual Performance Variations 100 7.4 High Yield Bond and Leveraged Loan Price Volatility 101 7.5 Returns by Ratings 103 7.6 Beta and Correlation Analysis 104 7.7 Interest Rate Risk 106 7.8 Defaults and Recoveries 108 7.9 Summary 109 Chapter 8 Assessing the Market Opportunity 113 8.1 Sources of Market Information 113 8.2 How to Evaluate High Yield Credit Spreads 115 8.3 Putting Historical Credit Spreads into Context 118 8.4 Tracking Issuer Fundamentals 119 8.5 The Maturity Wall 122 8.6 Monitoring Excessive Risk-Taking 122 8.7 High Yield Supply and Demand 124 8.8 Summary 126 Chapter 9 1940 Act High Yield Investment Funds 127 9.1 The Investment Company Act of 1940 127 9.2 High Yield Mutual Funds 128 9.3 High Yield ETFs 132 9.4 High Yield Closed-End Funds 135 9.5 Comparison of Closed-End and Open-End Fund Returns 137 9.6 Business Development Companies 138 9.7 Summary 141 Chapter 10 Mezzanine Debt, Distressed Debt, and Credit Hedge Funds 143 10.1 Private Investment Funds 143 10.2 Mezzanine Debt Funds 145 10.3 Distressed Debt Funds 147 10.4 Credit Hedge Funds 148 10.5 Summary 150 Glossary 153 Index 169

About the Author :
RAJAY BAGARIA is President and Chief Investment Officer of Wasserstein Debt Opportunities, a credit hedge fund Mr. Bagaria established with backing from Wasserstein & Co. He has been a Partner and Investment Committee member at Apollo Investment Management and an investor at Goldman Sachs & Co.'s Principal Investment Area.