Market review

The 2021 record run

Post-Covid deal flow rebounded to records. Alternative-lender deal counts and European unitranche volumes both hit highs, and the buyout share held above 70%. The lesson of a hot market is what you negotiate while it lasts.

Dated
4 November 2021
Desk note
Dated to the data
Reading
7 min
Series
The quarter in debt
Gregory Elgunov, Managing Director of Solon Corporate Finance

Managing Director

Gregory Elgunov

The financing market in late 2021 is about as good as it gets for a borrower. After the Covid trough, alternative-lender deal flow has rebounded to 578 on a trailing-twelve-month basis, European unitranche volumes have hit a quarterly high, and the buyout share of private-debt activity is holding above 70%. Capital is cheap, abundant and competing for deals. That is the signal. A hot market is the moment to fix the terms that matter when it turns.

This is the desk’s periodic stock-take, written from the data the major houses have published and re-expressed in our own terms. The reading is unambiguous: by every public measure, the supply of debt capital snapped back through 2021 to records. The market is plainly hot. The useful question for a borrower is what to do with it while you have it.

How far did deal flow actually rebound?

Start with the broadest gauge. Deloitte’s tracker counts European alternative-lender deals on a rolling twelve-month basis, and the four editions spanning the pandemic tell a clean story. The count fell from 484 in early 2020 to a trough of 385 by the spring of 2021 as Covid froze dealmaking, then rebounded to 578 by the autumn. That is not a gentle recovery; it is a snap back through the prior level to a new high in the space of a year.

Fig. 01

The rebound: alternative-lender deal flow snapped back from a Covid trough of 385 to 578.

European alternative-lender deals, trailing twelve months, by Deloitte edition, Spring 2020 to Autumn 2021A line of the trailing-twelve-month European alternative-lender deal count across four Deloitte editions from Spring 2020 to Autumn 2021. It falls from 484 to a Covid trough of 385 by Spring 2021, then rebounds sharply to 578 by Autumn 2021. All four points are reported figures.0250500Spring 2020Autumn 2020Spring 2021Autumn 2021578
Trailing-twelve-month European alternative-lender deal count, by Deloitte edition, 2020 to Autumn 2021.
EditionDeals (TTM)
Spring 2020484
Autumn 2020447
Spring 2021385
Autumn 2021578
  • Alternative-lender deals, trailing twelve months

Last-twelve-months count of European alternative-lender (direct-lending) deals, read from each consecutive Deloitte edition's headline figure: Spring 2020 (484), Autumn 2020 (447), Spring 2021 (385, the Covid trough), Autumn 2021 (578). All four are Deloitte-published actuals; every point hard. A European series in which the UK is the single largest country.

Source · Deloitte Alternative Lender Deal Tracker — consecutive editions, Spring 2020 to Autumn 2021; Solon analysis

The shape matters more than any single figure. A V is the signature of pent- up demand meeting ample capital: deals that were paused in 2020 came back at once, and the lenders had the dry powder to fund them. For a borrower, the practical reading is that competition among lenders is at a cyclical peak. That is when a process extracts the most.

Where was the heat most concentrated?

In unitranche. The GCA Altium MidCapMonitor, the most-cited public count of European mid-cap unitranche activity, recorded 135 transactions in the third quarter of 2021, a sharp acceleration on the prior quarters. Set against a full-year 2020 total of 260, the first three quarters of 2021 had already booked 336 deals. The single-lender, senior-plus-junior structure that barely existed a decade ago is now the default tool for the mid-market sponsor deal.

Fig. 02

Unitranche ran hot: Q3 2021 alone booked 135 European mid-cap deals.

European mid-cap unitranche transactions: full-year 2020 and the three reported quarters of 2021A column chart of European mid-cap unitranche transactions. The full-year 2020 total of 260 stands beside the three reported quarters of 2021: 106 in Q1, 95 in Q2 and a highlighted 135 in Q3, well above the two prior quarters.0200260FY 2020106Q1 202195Q2 2021135Q3 2021
European mid-cap unitranche transactions, full-year 2020 and quarterly 2021 (number of deals).
PeriodUnitranche deals
FY 2020260
Q1 2021106
Q2 202195
Q3 2021135
  • European unitranche transactions

European mid-cap unitranche transactions. Quarterly counts from the GCA Altium MidCapMonitor as published through Q3 2021: Q1 2021 (106), Q2 2021 (95), Q3 2021 (135), with Q3 well above the two prior quarters on the release available at the post date. The 2020 column is the full-year European total (260) for scale. All hard, as carried in the contemporaneous editions and trade press; the FY2021 total was not yet published.

Source · GCA Altium MidCapMonitor (now Houlihan Lokey), Q1–Q3 2021 editions and the FY2020 review

135

European mid-cap unitranche transactions in Q3 2021, a sharp acceleration against a full-year 2020 total of 260.

Source · GCA Altium MidCapMonitor, Q3 2021

And the activity stayed overwhelmingly sponsor-led. Across the same four Deloitte editions, the share of alternative-lender deals funding a buyout rose from 64% to 71% and held there. Private-equity demand was the engine of the rebound, and the direct-lending funds were built to meet it.

Fig. 03

Sponsor-led throughout: buyouts held at 71% of alternative-lender deals.

Share of European alternative-lender deals funding a buyout, by Deloitte edition, Spring 2020 to Autumn 2021A column chart of the share of European alternative-lender deals funding a buyout, across four Deloitte editions: 64% in Spring 2020, 67% in Autumn 2020, and 71% in both Spring and Autumn 2021. The latest reading is highlighted.0%50%64%Spr 202067%Aut 202071%Spr 202171%Aut 2021
Share of European alternative-lender deals funding a buyout, by Deloitte edition, 2020 to Autumn 2021 (per cent).
EditionBuyout share (%)
Spr 202064%
Aut 202067%
Spr 202171%
Aut 202171%
  • Buyout share of alternative-lender deals

Share of European alternative-lender deals funding a buyout, by Deloitte edition: Spring 2020 (64%), Autumn 2020 (67%), Spring 2021 (71%), Autumn 2021 (71%). All four are Deloitte-published figures; every point hard.

Source · Deloitte Alternative Lender Deal Tracker — deal-purpose split, Spring 2020 to Autumn 2021

What should a borrower do with a market this hot?

The instinct in a cheap-money year is to chase the lowest margin and close quickly. That gets price, the one thing the market gives away most freely, and leaves the harder-won terms on the table. The items worth fighting for in a lender’s market are the ones that bind when conditions turn: covenant headroom, tenor, and the flexibility to fund a bolt-on or a capex programme without going back to ask.

Cheap, abundant capital is the moment to negotiate the terms that matter when conditions turn, not just the price that resets the moment they do.

The logic is plain in hindsight, but it has to be acted on in the moment. Margin is repriced at the next refinancing; a five-year tenor agreed today carries the company through whatever the next two years bring. Headroom negotiated when lenders are competing is headroom you keep when they are not. A borrower who treats a hot market only as a chance to save a few basis points has used the smallest part of its leverage.

The desk’s standing advice does not change with the weather, but the weather changes how easy it is to act on. Run a competitive process across the whole field of lenders. Press for structure, not just price. And use a strong market to refinance and reset terms from a position of strength, rather than waiting for a maturity to force the conversation in a market that may be colder. 2021 is the easy version of that argument. The hard version arrives when the cycle does.

Questions a CFO asks

Common questions

What does a record financing market mean for a company that is not doing a buyout?
The same conditions reach you indirectly. When lenders are competing hard for sponsor-led deals, the spillover is keener pricing and looser structures across the board, including for a privately-held company refinancing or funding growth. The advantage of a hot market is not reserved for private-equity borrowers; it is available to anyone who runs a competitive process while the competition is intense.
If money is cheap and abundant, what should a borrower actually negotiate for?
Terms, not just margin. In a lender’s scramble for deals the negotiable items that matter most when conditions turn are covenant headroom, tenor and the flexibility to do what the business plan requires: a bolt-on, a capex programme, a dividend. Price is the easiest thing to win in a hot market and the first thing to reset when it cools; structure is the thing you keep.
Is unitranche the right structure for a £3–15m facility?
Sometimes. Unitranche folds senior and junior debt into a single facility from one lender, which can mean speed, more leverage and fewer parties to manage, at a blended price above a plain senior loan. Whether that trade is worth it depends on the credit and the use of proceeds, and the only way to know is to price it against a conventional structure rather than assume either is cheaper.

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