二级市场现状

[Rory] Hello, and welcome to the State of Secondaries, a webcast series from Nasdaq Fund Secondaries. I'm Rory Maben, and I lead the institutional side of our team here at Nasdaq. In this series, we sit down with leaders across private markets to discuss key themes shaping today's landscape. And today we're joined by Olga Kosters, Managing Director of Liquidity Solutions and the Head of Credit Secondaries at Antares Capital, to discuss the recent growth of private credit within the secondaries market. Welcome, Olga.

[Olga] 感谢您的邀请,罗里。很高兴来到这里。[Olga] Thank you for having me, Rory. Nice to be here.

[Rory] It's so great to have you with us. In today's conversation, we'll focus on the evolution and acceleration of the credit secondaries market, the rise of GP-led credit secondaries. We'll consider the influence of current financial conditions on market trends, and we'll assess the key factors and risks that will likely determine the credit continuation vehicle performance in the coming 12 to 24 months. We'll start with a little bit of context-setting. So private credit secondaries has moved from a niche strategy to rapidly growing segment of the secondary market. From your perspective, what structural shifts have driven the acceleration, and how has the market growth influenced your personal involvement in this space?

[Olga] I've been an investor for more than 26 years now, and the last six-plus years, I focused on credit secondaries. When I got seed capital in 2019 and launched my first credit secondaries fund, back then, the first question that investors would ask, "Is there a market?" And now, of course, nobody is asking that question. So based on some of the stat from the brokers, the last year volume of closed deals in the market was about 20 billion, so the market has grown quite a bit. And I think it's entering in a very interesting stage right now. It's after this accelerated stage of growth, the market is maturing, bringing more institutional investors. And what's interesting is the trends that got us here and what's going to happen from now on. So the trends that got us here were, well, first of all, the private credit has grown quite a bit. So now it stands at around 1.5 to 2 trillion. And it's a very illiquid asset class, so people are searching for liquidity, it's natural, and that's a tailwind for credit secondaries. And then on the other side, credit secondaries are following in the footsteps of private equity secondaries market, where there was a development of legal framework, legal blueprint. In a way, credit secondaries are following and adopting some of those legal tools that were developed on the private equity side. This is what brought us here. In terms of how it's going to evolve from here, I think in my opinion, successful credit investors, credit secondaries investors, need two things. They need experienced teams with very sophisticated credit underwriting. And then on the other side, they need deep pools of capital. So when this opportunity to join Antares presented itself one and a half years ago, I thought it was very interesting. Antares has more than 30 years of underwriting credit and private markets, so it has a really strong backbone of underwriting. And also, they're very strong partners with CPP Investments. A very well-capitalized and sophisticated investor in its own right. So I think those two are making a very good basis for successful credit secondaries investments.

[罗里] 是的,我认为这非常合理。显然,今天这是一个很好的领域,我们将继续专注于其演变,然后再稍微讨论一下当前的背景。从您的角度来看,私人信贷的演变如何为投资者兴趣的增长创造条件?为什么信贷在二级市场中如此具有吸引力?[Rory] Yeah, I think that makes a lot of sense and obviously this is a great space to be in today and we'll continue to kind of focus on the evolution first and then we'll talk a little bit more about the current context. From your perspective, how does the evolution of private credit create the conditions for growing interest from investors? And why is credit such a compelling area within secondaries?

[Olga] Rory, I think investors have been interested in credit secondaries since I had those conversations. And the reason is twofold. In very stable environment, credit secondaries provide diversification, provide very stable basis for income and provide a very good lens on underwriting existing portfolios and assets. And in more volatile markets, this liquidity premium can be harvested. So in stable markets, investors get stable income, and in volatile markets, they potentially get an upside from liquidity harvesting. stable income, and in volatile markets, they potentially get an upside from liquidity harvesting. Because when liquidity phase turns into higher price for liquidity, I think this provides credit investors with a cushion for protecting capital and potential outperformance.

[罗里] 是的。这很有道理。如果我们关注二级市场的不同细分领域,让我们看看GP主导的信贷二级市场。我们看到GP主导的信贷延续工具的增加。例如,您最近与Ares宣布的交易。我们能否多谈谈是什么创造了这个领域中更多GP主导CV的条件?[Rory] Yeah. That makes a lot of sense. And if we focus on kind of different segments of the secondary market, let's take a look at GP-led credit secondaries. So we're seeing a rise in GP-led credit continuation vehicles. So for example, your recently announced deal with Ares. Can we talk a little bit more about what created the conditions for more GP-led CVs in this space? kind of different segments of the secondary market, let's take a look at GP-led credit secondaries. So we're seeing a rise in GP-led credit continuation vehicles. So for example, your recently announced deal with Ares. Can we talk a little bit more about what created the conditions for more GP-led CVs in this space?

[Olga] 我认为多年来市场变得更加机构化。因此,GP-leds,GP代表普通合伙人,正在主导交易,而那些延续性工具,基本上是正在形成的新基金,其中一个资产组合被用作种子进入这些基金。在过去的几年里,GP-leds占据了所有信贷二级市场的最大份额。那么为什么会发生这种情况呢?一方面,有大量的资本形成。因此,再次,大量的机构投资者进入市场,为潜在的延续性工具和交易提供了大量资本。从GP的角度来看,他们不想在对市场深度有相对良好的看法之前启动交易。他们确实想确保交易会成功。这是一个因素。其他因素更多地与成熟度有关,信贷二级市场有非常大的兴趣,这推动了经纪人的兴趣。因此,他们真的尝试更加活跃,而CVs可以满足不同的需求并提供不同的解决方案。一些GPs希望为LPs提供流动性。一些GPs希望增强筹资的势头。其中一些希望将几个小规模基金合并成一个更大的基金。因此,所有这些需求都可以量身定制。经纪人与各种GPs建立了非常积极的互动。最后但并非最不重要的是,我想说到你的观点,你提到了与Ares的交易。有许多蓝筹股,非常受尊敬的GPs进入市场。因此,我认为这是其他GPs跟随这一趋势的一个非常重要的因素。事实证明,这是一个非常成功的交易环境。因此,我认为从这个角度来看,这为未来更多的GP-leds铺平了道路。[Olga] I think the market has become more institutionalized over the years. So GP-leds, GP stand for general partners, are leading the deals, and those continuation vehicles, essentially new funds that are being formed, where a portfolio of assets is used as a seed to move into those funds. And in the last several years, GP-leds took a lion's share of all the credit secondaries markets. So why has it happened? On the one hand, there was a lot of capital formation. So again, a lot of institutional investors coming into the market, a lot of capital provided for potential continuation vehicles and deals. And from a GP perspective, they don't want to launch a deal unless they have a relatively good view on depth of the market. And they really want to ensure that the deal is going to be successful. So that was one factor. The other factors were more so with, again, going back to maturity, there is a very large interest in credit secondaries, and that drives brokers' interest. So they really try to be more active, and CVs can answer different needs and provide different solutions. Some GPs want to provide liquidity for the LPs. Some GPs want to enhance the momentum in fundraising. Some of them are looking to merge several subscale funds into a bigger fund. So all of those needs can be tailored. And brokers have developed a very kind of active engagement with various GPs. And the last but not least, I would say to your point, you mentioned the deal with Ares. There was a number of blue-chip, very well-respected GPs coming to the market. So I think it's a very big factor for other GPs following the trend. And it's proven to be a very successful deal-making environment. So I think that from that perspective, that sort of paved the way for more GP-leds to be done in the future.

[罗里] 是的,这很有道理。你提到了很多事情。我们将在几分钟内更多地讨论生态系统,但现在想真正关注LP的关键词,即一致性,对吗?那么,当您考虑这些类型的信贷GP主导交易时,资产选择和结构元素在推动交易结果方面有多重要?与传统的LP主导二级市场相比,这种选择性如何改变交易动态?[Rory] Yeah, that makes a lot of sense. And you touched on a number of things. We'll talk more about the ecosystem in a few minutes, but want to really focus on kind of the word of the day for LPs, which is alignment, right? So when you're thinking about these types of deals in credit GP-leds, how important are asset selection and kind of structural elements when it comes to driving outcomes in the transactions? And how does that optionality sort of change the deal dynamics as opposed to a traditional LP-led secondary?

[Olga] 我在私人股权团队的金融机构组开始了我的职业生涯。我们当时所做的,基本上就是我现在在做的事情,只是在不同的背景下进行。所以我们在研究银行的资产和负债,并试图确定我们将为这些银行的股份支付多少。快进到现在,每笔由GPs主导的交易和实际上由LP主导的交易,都包括承销的两个具体方面。一方面,我们非常关注了解资产方面的情况,也就是资产负债表的左侧。另一方面,我们确实想了解资产负债表右侧的结构。你指出的非常重要。我们是否有选择资产的选择权?我们是否有构建投资组合的选择权?如果没有,我们如何为我们所呈现的资产定价。对吧?所以这是一个非常深入的资产方面的承销尽职调查过程。负债方面同样重要,这回到了你关于结构元素的问题。因为如果负债方面与我们在资产方面的不匹配,可能会导致整体工具的表现不佳。所以我认为在我们的尽职调查过程中,我们会同时关注两者。我认为这就是我们推动信念的方式。对于一些高信念的交易,左右两侧都必须发挥作用。我们已经谈到了一些市场参与者,包括GPs和LPs,这是直接关系,以及二级买家。核心关系如何真正推动信用二级市场生态系统的重塑?历史上,基金中的基金一直是推动二级市场的主力,这很有道理,对吧?他们有很多投资和基金。他们有基金的信息流。他们与有限合伙人和GPs、LPs和GPs有关系,因此他们在推动传统LP主导的信用二级市场增长方面处于非常有利的位置。是的。自那时以来发生的事情是,像Antares这样的GPs已经发现,他们不仅可以承销基金,还可以承销这些基金中的逐项资产,这符合他们的优势。因此,在这方面,像Antares和其他进入市场的GPs,他们专注于承销,并且确实在不同的市场参与者之间建立了关系,可能不是作为LP,但他们确实在三十年的业务中建立了广泛的关系网络。所以我认为承销和关系方面都有效。对于考虑推出CV的一般合伙人来说,重要的是他们的信息受到保护。所以我们所做的,以及许多其他市场参与者所做的,我们建立了一道墙。我们将Antares Liquidity Solutions业务作为一个独立的业务,并保护我们从我们的团队、我们的集团、我们的业务中收到的信息不泄露。这是信用二级市场、私人股权二级市场的基本要求。这不是我们发明的,但我们理解保护信息的重要性。因此,我们花费了大量时间和精力来建立这道墙,以便我们能够回答这个问题,而不危及我们的声誉或业务。[Olga] So I started my career as an analyst within the private equity team, financial institutions group. So what we were doing, we were essentially doing what I'm doing now but in a different context. So we were looking at banks, both assets and liabilities, and trying to figure out how much we were going to pay for stakes in those banks. So fast-forward to now, every GP-led deal and actually LP-led deals, so includes two specific aspects of an underwriting. So on the one hand, we're very keen on understanding what the asset side is like, so the left side of the balance sheet. On the other side, we do want to understand what the structure looks like on the right side of the balance sheet. What you pointed to is very important. Do we have an optionality to select assets? Do we have this optionality to construct the portfolio? And if not, how we can price the assets that we're presented with. Right? So this is a very deep underwriting due diligence process on the asset side. The liability side is just as important, and that's back to your question on the structuring elements. Because if the liability side does not match what we have on the asset, that may create suboptimal performance for the vehicle overall. So I think in our due diligence process, we'll look at both. And I think that's how we drive the conviction. And for some of the high-conviction deals, both left side and right side have to work. So we've talked a little bit about the participants in the market, both the GPs and the LPs, which are the direct relationship, as well as the secondary buyers. How do kind of the interrelationships, how do relationships at their core really drive the reshaping of the credit secondaries ecosystem? Historically, fund of funds were leading the drive for secondaries, and that was very common sense, right? They had a lot of investments and funds. They had an information flow for funds. They have relationship with limited partners and GPs, LPs and GPs, so they were in a very good position to drive the growth in traditional LP-led credit secondaries. Yeah. What has happened since then is that GPs like Antares have figured that they can also underwrite not just the funds but also line-by-line assets within those funds, and that plays to their strengths. So in that regard, people like Antares and other GPs who entered the market, they're focused on underwriting, and they do have relationships that they formed across different market participants, maybe not as an LP, but they do have a wide network of relationships that they formed over three decades of being in the business. So I think both underwriting and relationship aspects work What's important for general partners who are considering launching the CV is that their information is protected. So what we have done, and many other market participants have done, we've created a wall. So we've created Antares Liquidity Solutions business as a standalone business, and we protect the information we receive from leaking outside of our team, of our group, our business. This is table stakes for credit secondaries, private equity secondaries. This is not something we invented, but we understand how important it is to protect the information. And hence, we spend a lot of time and attention building the wall so that we can answer this question and not jeopardize our reputation or our business.

[罗里] 当然。是的,这很有道理。[Rory] Sure. Yeah, that makes a lot of sense.

[Olga] 再次,真正保护这些关系的完整性。[Olga] And again, really protecting the integrity of those relationships.

[罗里] 那么,让我们把注意力转向当前市场的情况。在过去六个多月中,关于私募股权中的信贷有很多讨论。那么,从您的角度来看,当前的市场条件如何真正影响被带到二级市场的信贷资产类型以及这些交易的结构方式?在当前市场中,关于私募股权中的信贷有很多讨论。那么,从您的角度来看,当前的市场条件如何真正影响被带到二级市场的信贷资产类型以及这些交易的结构方式?[Rory] So let's kind of turn our focus to what's happening in the current market. There's been a lot of talk about credit in private equity in the last six-plus months. So how are current market conditions, from your perspective, really influencing the types of credit assets being brought to the secondary market and the way that these deals are structured? In the current market there's been a lot of talk about credit in private equity in the last six-plus months. So how are current market conditions, from your perspective, really influencing the types of credit assets being brought to the secondary market and the way that these deals are structured?

[Olga] Sure. Well, we're recording this on 31st of March. Yeah. So without going into every specific headline, there's quite a lot. Sure. I would put them in two broad buckets. So one bucket is to do with valuations, and the other one is with liquidity. So when, as a credit secondaries investor, we assess a pool of assets, a portfolio, a specific loan that sits in the fund, we approach it from a perspective of how we value it. And if there is any delta and a difference between the valuations that we see and where we assign the value to it. So I think in that regard, having an ability to look through and underwrite loans in the portfolios that we see is a very important feature. And sometimes, our assessment differs from the valuations that we see. So that drives the price. So the other aspect of it is the liquidity. As we talked about, private credit is an illiquid asset class, so people searching for liquidity in the current market, in the past, in the future, is something that, what we were designed for. That's right. This is what credit secondary strategy is for. So I think providing liquidity in times like this is something that we will look forward to do for both GPs and LPs. So from our perspective, depending how it's going to play out, there is a lag, but that will lead to more interesting opportunities coming our way, hopefully where we can provide liquidity solutions. So without going into every specific headline, there's quite a lot. I would put them in two broad buckets. So one bucket is to do with valuations, and the other one is with liquidity. So when, as a credit secondaries investor, we assess a pool of assets, a portfolio, a specific loan that sits in the fund, we approach it from a perspective of how we value it. And if there is any delta and a difference between the valuations that we see and where we assign the value to it. So I think in that regard, having an ability to look through and underwrite loans in the portfolios that we see is a very important feature. And sometimes, our assessment differs from the valuations that we see. So that drives the price. So the other aspect of it is the liquidity. As we talked about, private credit is an illiquid asset class, so people searching for liquidity in the current market, in the past, in the future, is something that, what we were designed for. This is what credit secondary strategy is for. So I think providing liquidity in times like this is something that we will look forward to do for both GPs and LPs. So from our perspective, depending how it's going to play out, there is a lag, but that will lead to more interesting opportunities coming our way, hopefully where we can provide liquidity solutions.

[Rory] I think that makes a lot of sense. And from our perspective, we also very much believe that kind of going forward, GPs are going to start to be a lot more thoughtful about their approach to liquidity. Which is a perfect segue to the look toward the future. I always like to end these segments with an eye toward what's coming next. So it may still be pretty early on to judge the ultimate performance of credit continuation vehicles, but what factors do you believe will continue to kind of underpin strong outcomes in the near term? And then what should investors watch most closely over the next 12 to 24 months?

[Olga] 在这两个方面都提出了很好的问题。回顾过去,哪些因素帮助交易表现良好?资产选择的灵活性。在缺乏这种灵活性时,极其严格的定价策略。这是资产方面的考虑,即资产负债表的左侧。再加上一个结构,使我们不处于压力卖家的位置。我认为这也是一个重要的考虑因素,我们对其进行压力测试,这就是我们处理过程的方式。因此,我认为对资产方面和结构本身的高度信心非常重要。这些交易在我的经验中表现优异。展望未来,我认为市场如何消化一些估值挑战将会很有趣。另一个值得关注的方面是,我提到过市场波动与信用二级市场之间存在滞后效应,但值得关注的是LP主导的交易流动。去年,LP主导的交易在市场中所占比例非常小,与持续性工具相比。我们将观察这一趋势是否会增加。我认为这是我们正在关注的事情。我们将拭目以待。[Olga] Very good questions on both fronts. So looking in the past, what factors helped for the deals to perform well? The optionality on asset selection. In the absence of that, a very, very disciplined pricing. And that's on the asset side, the left side of the balance sheet. Coupled with a structure where we're not in the position of a stressed seller. I think that's an important consideration as well, and we stress test it, so that's how we go through our process. So I think having the high conviction on both asset side and the structure itself matters a lot. And those deals, in my experience, outperformed. Looking forward, I think it will be interesting to see how the market metabolizes some of the valuation challenges. The other thing that may be interesting to watch, and I've mentioned that there is a lag between the market volatility and what happens on credit secondaries, but what will be interesting to watch is a flow of LP-led deals. Last year, LP-led deals were a very minimal fraction of the market compared to continuation vehicles. We'll see if that picks up. I think this is something that we're watching. And we'll see how it plays out.

[罗里] 这里发生了非常有趣的动态,对我们来说这将非常有趣,对您来说可能更是如此,继续观察这些动态的演变。非常感谢您今天加入我们的对话。[Rory] Really, really interesting dynamics happening here, and it will be very interesting for us and probably even more so for you to continue to see these dynamics evolve. Thank you so much for joining us for the conversation today-

[Olga] 感谢邀请我[Olga] Thanks for having me

[罗里] Olga。这是我们的荣幸。如果观众想了解更多关于Antares私人信贷二级市场产品的信息,可以在以下links找到更多信息。[Rory] Olga. It was our pleasure. And if viewers would like to learn more about Antares Private Credit Secondaries offerings, you can find more information at the links below.