Perspectives

Emergence of a New Asset Class: Credit Secondaries

With the continued institutionalization of private credit, the credit secondaries market is rapidly evolving to offer attractive liquidity solutions to GPs and LPs.¹

In order to appreciate the future growth potential of the credit secondaries asset class, one need look no further than the evolution of the secondaries markets within more established asset classes such as private equity, real estate and infrastructure. 

In these more mature markets, demand for a range of liquidity solutions in those private markets led to a thriving secondaries ecosystem that we believe has become an essential part of the institutional portfolio management toolkit.

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Central to the credit secondaries market development is the steady growth of primary private credit holdings, which have grown at an 18% CAGR since 2016 to a total of $1.5 trillion  assets under management. Despite the size of the primary credit market, it is currently estimated that less than 1% transacts annually in secondary transactions, compared to 2-3% in private equity secondaries. 

We believe one of the challenges for the credit secondaries market has been the limited dedicated pools of capital to buy those assets.

Historically, the parties with scale, knowledge and deep experience to serve this market were absent.”

Ares believes that increasing the available capital to purchase secondary credit investments – and the proficiency to underwrite them – should help drive buyers and sellers to utilize this market as a potential liquidity solution. In fact, it’s already underway. "We've reviewed a significant number of transactions and believe the market could double in the near term," said Dave Schwartz, a Partner and Head of Credit in the Ares Secondaries Group. 

Numerous other current factors are also driving the growth in this market. For LPs, the broad drop in equity valuations and a weak exit environment have thrown some institutional portfolios out of balance. This so-called denominator effect means private holdings have increased as a proportion of total portfolio value, which may put pressure on LPs to seek liquidity options to rebalance their portfolios. 

Similar to other secondary markets, GP-led transactions have further supported the growth of the credit secondaries market. These transactions typically involve GPs creating structures known as continuation vehicles, where a GP transfers existing assets into a newly created entity. Existing investors are offered the option to either cash out their holdings or to take an equivalent interest in the newly established vehicle. Secondary investors such as Ares can provide capital to fund such transactions.

Such a solution can be beneficial to all parties: (i) the LP receives the option to either liquidate its holding or participate in the new vehicle, (ii) the GP is able to raise capital to address its liquidity needs, and (iii) the secondary buyer is able to acquire attractive portfolios, typically at a discount to NAV. 

GPs take comfort in continuation vehicles because they have witnessed the structure successfully executed in other secondary asset classes. Given the recency of these vehicles in the credit sector, specialists who have scaled capital and existing relationships with those GPs can have an advantage in completing the transaction.

One of the challenges that sellers have historically faced is a limited number of buyers in possession of scaled capital and an understanding of the assets.”

“This is a nascent asset class, and many investors are still in education mode,” said Salvato. “But the market will see more and more credit secondary transactions, and we expect the asset class to continue experiencing meaningful growth in the coming years, through economic cycles and disruptions, due to powerful, long-term dynamics well known to secondaries investors in markets with longer histories.”

Why Would an LP Sell?

A CONVERSATION WITH:
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Dave Schwartz

Is the decision to sell private credit via secondary transactions largely driven by weak manager performance?

The meaningful uptick in seller demand over the past year in credit is no different than what we’ve seen in the other three secondaries asset classes: private equity, real estate and infrastructure. This seller demand typically has little to do with the performance of the manager or the performance of the asset class. Instead, the need to tap the credit secondaries market is usually driven by idiosyncratic pressures within different LP organizations to meet cash and reallocation needs.

Should private credit LPs take confidence from their experiences in other secondaries markets as they evaluate the credit secondaries opportunity?

Many sophisticated investors in global markets now see secondary sales as part of an orderly approach to portfolio management. They’ve already had good experiences utilizing secondaries markets as tools for portfolio management, and Ares believes these experiences make them more likely to become early adopters in the credit secondaries market.

What kinds of private credit portfolios are of greatest interest to the Ares Credit Secondaries team?

Our global origination team is seeing a broad range of transactions in the market, mostly in North America, the UK and Western Europe. We are most focused on gaining exposure to performing, first-lien, senior secured loans. The opportunities we aim to invest in are managed by sponsors we’ve known for years, who have cycle-tested performance, and the portfolio investments have been held for a number of years, such that we feel the investments are de-risked.

How do LP and GP interests align in GP-led transactions?

When a GP faces pressure from LPs for liquidity in an existing fund, they have the ability to align their desired outcome closely with the needs of their LPs. While these GP-led transactions can take many forms, they are often structured as a “continuation vehicle” (“CV”) transaction, whereby existing assets in a fund are transferred to a new vehicle and managed by the same GP. In a CV, existing investors are offered the option to either sell their stake to the secondary buyer at a negotiated price or roll their interest into the new vehicle and participate in any potential further gains achieved thereafter. Selling GPs may utilize CV transactions to maintain AUM base while generating liquidity for investors. Benefits to the GP also include freeing up capacity to deploy into other opportunities, and crystalizing fund performance, among others.