Interagency Guidance on Leveraged Lending (March 21, 2013)
Summary
The Interagency Guidance on Leveraged Lending, dated March 21, 2013 and issued by the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System and the Federal Deposit Insurance Corporation. The 15-page guidance updates and replaces the April 2001 interagency guidance on sound practices for leveraged finance activities. It sets minimum expectations for financial institutions on topics including the definition of leveraged lending, underwriting standards, valuation standards, pipeline management, risk rating, stress-testing, conflicts of interest and reputational risk. It notes that common definitions include transactions where Total Debt or Senior Debt exceeds 4.0X EBITDA or 3.0X EBITDA, respectively. The guidance closes with a compliance section citing Section 106(b) of the Bank Holding Company Act Amendments of 1970 on product tying.
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Board of Governors of the Federal Reserve System
Federal Deposit Insurance Corporation
Office of the Comptroller of the Currency
Interagency Guidance on Leveraged Lending
March 21, 2013
Purpose
The Office of the Comptroller of the Currency (OCC), Board of Governors of the Federal
Reserve System (Board), and Federal Deposit Insurance Corporation (FDIC) (collectively the
"agencies") are issuing this leveraged lending guidance to update and replace the April 2001
Interagency guidance1[Fotnote regarding sound practices for leveraged finance activities (2001
guidance).2[Fotnote The 2001 guidance addressed expectations for the content of credit policies, the
need for well-defined underwriting standards, the importance of defining an institution's risk
appetite for leveraged transactions, and the importance of stress-testing exposures and portfolios.
Leveraged lending is an important type of financing for national and global economies,
and the U.S. financial industry plays an integral role in making credit available and syndicating
that credit to investors. In particular, financial institutions should ensure they do not
unnecessarily heighten risks by originating poorly underwritten loans.[Fo tno3te For example, a poorly
underwritten leveraged loan that is pooled with other loans or is participated with other
institutions may generate risks for the financial system. This guidance is designed to assist
financial institutions in providing leveraged lending to creditworthy borrowers in a safe-and-
sound manner.
Since the issuance of the 2001 guidance, the agencies have observed periods of
tremendous growth in the volume of leveraged credit and in the participation of unregulated
investors. Additionally, debt agreements have frequently included features that provided
relatively limited lender protection including, but not limited to, the absence of meaningful
maintenance covenants in loan agreements or the inclusion of payment-in-kind (PIK)-toggle
features in junior capital instruments, which lessened lenders' recourse in the event of a
- OCC Bulletin 2001-18; Board SR Letter 01-9, "Interagency Guidance on Leveraged Financing" April 9, 2001;
and, FDIC Press Release PR-28-2001.EndofFootnote1.]
- For the purpose of this guidance, references to leveraged finance, or leveraged transactions encompass the entire
debt structure of a leveraged obligor (including loans and letters of credit, mezzanine tranches, senior and
subordinated bonds) held by both bank and non-bank investors. References to leveraged lending and leveraged loan
transactions and credit agreements refer to all debt with the exception of bond and high-yield debt held by both bank
and non-bank investors.EndofFootnote2.]
- For purposes of this guidance, the term "financial institution" or "institution" includes national banks, federal
savings associations, and federal branches and agencies supervised by the OCC; state member banks, bank holding
companies, savings and loan holding companies, and all other institutions for which the Federal Reserve is the
primary federal supervisor; and state nonmember banks, foreign banks having an insured branch, state savings
associations, and all other institutions for which the FDIC is the primary federal supervisor.EndofFootnote3.]
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borrower's subpar performance. The capital structures and repayment prospects for some
transactions, whether originated to hold or to distribute, have at times been aggressive.
Moreover, management information systems (MIS) at some institutions have proven less than
satisfactory in accurately aggregating exposures on a timely basis, with many institutions holding
large pipelines of higher-risk commitments at a time when buyer demand for risky assets
diminished significantly.
This guidance updates and replaces the 2001 guidance in light of the developments and
experience gained since the time that guidance was issued. This guidance describes expectations
for the sound risk management of leveraged lending activities, including the importance for
institutions to develop and maintain:
• Transactions structured to reflect a sound business premise, an appropriate capital
structure, and reasonable cash flow and balance sheet leverage. Combined with
supportable performance projections, these elements of a safe-and-sound loan structure
should clearly support a borrower's capacity to repay and to de-lever to a sustainable
level over a reasonable period, whether underwritten to hold or distribute;
• A definition of leveraged lending that facilitates consistent application across all business
lines;
• Well-defined underwriting standards that, among other things, define acceptable leverage
levels and describe amortization expectations for senior and subordinate debt;
• A credit limit and concentration framework consistent with the institution's risk appetite;
• Sound MIS that enable management to identify, aggregate, and monitor leveraged
exposures and comply with policy across all business lines;
• Strong pipeline management policies and procedures that, among other things, provide
for real-time information on exposures and limits, and exceptions to the timing of
expected distributions and approved hold levels; and,
• Guidelines for conducting periodic portfolio and pipeline stress tests to quantify the
potential impact of economic and market conditions on the institution's asset quality,
earnings, liquidity, and capital.
Applicability
This guidance updates and replaces the existing 2001 guidance and forms the basis of the
agencies' supervisory focus and review of supervised financial institutions, including any
subsidiaries or affiliates. Implementation of this guidance should be consistent with the size and
risk profile of an institution's leveraged activities relative to its assets, earnings, liquidity, and
capital. Institutions that originate or sponsor leveraged transactions should consider all aspects
and sections of the guidance.
In contrast, the vast majority of community banks should not be affected by this guidance
as they have limited involvement in leveraged lending. Community and smaller institutions that
are involved in leveraged lending activities should discuss with their primary regulator the
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implementation of cost-effective controls appropriate for the complexity of their exposures and
activities.[Fo4tnote
Risk Management Framework
Given the high risk profile of leveraged transactions, financial institutions engaged in
leveraged lending should adopt a risk management framework that has an intensive and frequent
review and monitoring process. The framework should have as its foundation written risk
objectives, risk acceptance criteria, and risk controls. A lack of robust risk management
processes and controls at a financial institution with significant leveraged lending activities could
contribute to supervisory findings that the financial institution is engaged in unsafe-and-unsound
banking practices. This guidance outlines the agencies' minimum expectations on the following
topics:
• Definition of Leveraged Lending
• General Policy Expectations
• Participations Purchased
• Underwriting Standards
• Valuation Standards
• Pipeline Management
• Reporting and Analytics
• Risk Rating Leveraged Loans
• Credit Analysis
• Problem Credit Management
• Deal Sponsors
• Credit Review
• Stress-Testing
• Conflicts of Interest
• Reputational Risk
• Compliance
- The agencies do not intend that a financial institution that originates a small number of less complex, leveraged
loans should have policies and procedures commensurate with a larger, more complex leveraged loan origination
business. However, any financial institution that participates in leveraged lending transactions should follow
applicable supervisory guidance provided in the "Participations Purchased" section of this document.EndofFootnote4.]
Page 3 of 15
Definition of Leveraged Lending
The policies of financial institutions should include criteria to define leveraged lending
that are appropriate to the institution.[Fot5note For example, numerous definitions of leveraged lending
exist throughout the financial services industry and commonly contain some combination of the
following:
• Proceeds used for buyouts, acquisitions, or capital distributions.
• Transactions where the borrower's Total Debt divided by EBITDA (earnings before
interest, taxes, depreciation, and amortization) or Senior Debt divided by EBITDA
exceed 4.0X EBITDA or 3.0X EBITDA, respectively, or other defined levels appropriate
to the industry or sector.[Fot6note
• A borrower recognized in the debt markets as a highly leveraged firm, which is
characterized by a high debt-to-net-worth ratio.
• Transactions when the borrower's post-financing leverage, as measured by its leverage
ratios (for example, debt-to-assets, debt-to-net-worth, debt-to-cash flow, or other similar
standards common to particular industries or sectors), significantly exceeds industry
norms or historical levels.[Fo7tnote
A financial institution engaging in leveraged lending should define it within the
institution's policies and procedures in a manner sufficiently detailed to ensure consistent
application across all business lines. A financial institution's definition should describe clearly
the purposes and financial characteristics common to these transactions, and should cover risk to
the institution from both direct exposure and indirect exposure via limited recourse financing
secured by leveraged loans, or financing extended to financial intermediaries (such as conduits
and special purpose entities (SPEs)) that hold leveraged loans.
General Policy Expectations
A financial institution's credit policies and procedures for leveraged lending should
address the following:
• Identification of the financial institution's risk appetite including clearly defined amounts
of leveraged lending that the institution is willing to underwrite (for example, pipeline
limits) and is willing to retain (for example, transaction and aggregate hold levels). The
institution's designated risk appetite should be supported by an analysis of the potential
- This guidance is not meant to include asset-based loans unless such loans are part of the entire debt structure of a
leveraged obligor. Asset-based lending is a distinct segment of the loan market that is tightly controlled or fully
monitored, secured by specific assets, and usually governed by a borrowing formula (or "borrowing base").EndofFootnote5.]
- Cash should not be netted against debt for purposes of this calculation.EndofFootnote6.]
- The designation of a financing as "leveraged lending" is typically made at loan origination, modification,
extension, or refinancing. "Fallen angels" or borrowers that have exhibited a significant deterioration in financial
performance after loan inception and subsequently become highly leveraged would not be included within the scope
of this guidance, unless the credit is modified, extended, or refinanced.EndofFootnote7.]
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effect on earnings, capital, liquidity, and other risks that result from these positions, and
should be approved by its board of directors;
• A limit framework that includes limits or guidelines for single obligors and transactions,
aggregate hold portfolio, aggregate pipeline exposure, and industry and geographic
concentrations. The limit framework should identify the related management approval
authorities and exception tracking provisions. In addition to notional pipeline limits, the
agencies expect that financial institutions with significant leveraged transactions will
implement underwriting limit frameworks that assess stress losses, flex terms, economic
capital usage, and earnings at risk or that otherwise provide a more nuanced view of
potential risk;[Fot8note
• Procedures for ensuring the risks of leveraged lending activities are appropriately
reflected in an institution's allowance for loan and lease losses (ALLL) and capital
adequacy analyses;
• Credit and underwriting approval authorities, including the procedures for approving and
documenting changes to approved transaction structures and terms;
• Guidelines for appropriate oversight by senior management, including adequate and
timely reporting to the board of directors;
• Expected risk-adjusted returns for leveraged transactions;
• Minimum underwriting standards (see "Underwriting Standards" section below); and,
• Effective underwriting practices for primary loan origination and secondary loan
acquisition.
Participations Purchased
Financial institutions purchasing participations and assignments in leveraged lending
transactions should make a thorough, independent evaluation of the transaction and the risks
involved before committing any funds.[Fo9tnote They should apply the same standards of prudence,
credit assessment and approval criteria, and in-house limits that would be employed if the
purchasing organization were originating the loan. At a minimum, policies should include
requirements for:
- Flex terms allow the arranger to change interest rate spreads during the syndication process to adjust pricing to
current liquidity levels.EndofFootnote8.]
- Refer to other joint agency guidance regarding purchased participations: OCC Loan Portfolio Management
Handbook, http://www.occ.gov/publications/publications-by-type/comptrollers-handbook/lpm.pdf, Loan
Participations, Board "Commercial Bank Examination Manual,"
http://www.federalreserve.gov/boarddocs/supmanual/cbem/cbem.pdf, section 2045.1, Loan Participations, the
Agreements and Participants; and FDIC Risk Management Manual of Examination Policies, section 3.2 (Loans),
http://www.fdic.gov/regulations/safety/manual/section3-2.html#otherCredit, Loan Participations, (last updated Feb.
2, 2005).EndofFootnote9.]
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• Obtaining and independently analyzing full credit information both before the
participation is purchased and on a timely basis thereafter;
• Obtaining from the lead lender copies of all executed and proposed loan documents, legal
opinions, title insurance policies, Uniform Commercial Code (UCC) searches, and other
relevant documents;
• Carefully monitoring the borrower's performance throughout the life of the loan; and,
• Establishing appropriate risk management guidelines as described in this document.
Underwriting Standards
A financial institution's underwriting standards should be clear, written and measurable,
and should accurately reflect the institution's risk appetite for leveraged lending transactions. A
financial institution should have clear underwriting limits regarding leveraged transactions,
including the size that the institution will arrange both individually and in the aggregate for
distribution. The originating institution should be mindful of reputational risks associated with
poorly underwritten transactions, as these risks may find their way into a wide variety of
investment instruments and exacerbate systemic risks within the general economy. At a
minimum, an institution's underwriting standards should consider the following:
• Whether the business premise for each transaction is sound and the borrower's capital
structure is sustainable regardless of whether the transaction is underwritten for the
institution's own portfolio or with the intent to distribute. The entirety of a borrower's
capital structure should reflect the application of sound financial analysis and
underwriting principles;
• A borrower's capacity to repay and ability to de-lever to a sustainable level over a
reasonable period. As a general guide, institutions also should consider whether base
case cash flow projections show the ability to fully amortize senior secured debt or repay
a significant portion of total debt over the medium term.[Fo tn10
ote Also, projections should
include one or more realistic downside scenarios that reflect key risks identified in the
transaction;
• Expectations for the depth and breadth of due diligence on leveraged transactions. This
should include standards for evaluating various types of collateral, with a clear definition
of credit risk management's role in such due diligence;
• Standards for evaluating expected risk-adjusted returns. The standards should include
identification of expected distribution strategies, including alternative strategies for
funding and disposing of positions during market disruptions, and the potential for losses
during such periods;
- In general, the base case cash flow projection is the borrower or deal sponsor's expected estimate of financial
performance using the assumptions that are deemed most likely to occur. The financial results for the base case
should be better than those for the conservative case but worse than those for the aggressive or upside case. A
financial institution may make adjustments to the base case financial projections, if necessary. The most realistic
financial projections should be used when measuring a borrower's capacity to repay and de-lever.EndofFootnote10.]
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• The degree of reliance on enterprise value and other intangible assets for loan repayment,
along with acceptable valuation methodologies, and guidelines for the frequency of
periodic reviews of those values;
• Expectations for the degree of support provided by the sponsor (if any), taking into
consideration the sponsor's financial capacity, the extent of its capital contribution at
inception, and other motivating factors. Institutions looking to rely on sponsor support as
a secondary source of repayment for the loan should be able to provide documentation,
including, but not limited to, financial or liquidity statements, showing recently
documented evidence of the sponsor's willingness and ability to support the credit
extension;
• Whether credit agreement terms allow for the material dilution, sale, or exchange of
collateral or cash flow-producing assets without lender approval;
• Credit agreement covenant protections, including financial performance (such as debt-to-
cash flow, interest coverage, or fixed charge coverage), reporting requirements, and
compliance monitoring. Generally, a leverage level after planned asset sales (that is, the
amount of debt that must be serviced from operating cash flow) in excess of 6X Total
Debt/EBITDA raises concerns for most industries;
• Collateral requirements in credit agreements that specify acceptable collateral and risk-
appropriate measures and controls, including acceptable collateral types, loan-to-value
guidelines, and appropriate collateral valuation methodologies. Standards for asset-based
loans that are part of the entire debt structure also should outline expectations for the use
of collateral controls (for example, inspections, independent valuations, and payment
lockbox), other types of collateral and account maintenance agreements, and periodic
reporting requirements; and,
• Whether loan agreements provide for distribution of ongoing financial and other relevant
credit information to all participants and investors.
Nothing in the preceding standards should be considered to discourage providing
financing to borrowers engaged in workout negotiations, or as part of a pre-packaged financing
under the bankruptcy code. Neither are they meant to discourage well-structured, standalone
asset-based credit facilities to borrowers with strong lender monitoring and controls, for which a
financial institution should consider separate underwriting and risk rating guidance.
Valuation Standards
Institutions often rely on enterprise value and other intangibles when (1) evaluating the
feasibility of a loan request; (2) determining the debt reduction potential of planned asset sales;
(3) assessing a borrower's ability to access the capital markets; and, (4) estimating the strength of
a secondary source of repayment. Institutions may also view enterprise value as a useful
benchmark for assessing a sponsor's economic incentive to provide financial support. Given the
specialized knowledge needed for the development of a credible enterprise valuation and the
importance of enterprise valuations in the underwriting and ongoing risk assessment processes,
enterprise valuations should be performed by qualified persons independent of an institution's
origination function.
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There are several methods used for valuing businesses. The most common valuation
methods are assets, income, and market. Asset valuation methods consider an enterprise's
underlying assets in terms of its net going-concern or liquidation value. Income valuation
methods consider an enterprise's ongoing cash flows or earnings and apply appropriate
capitalization or discounting techniques. Market valuation methods derive value multiples from
comparable company data or sales transactions. However, final value estimates should be based
on the method or methods that give supportable and credible results. In many cases, the income
method is generally considered the most reliable.
There are two common approaches employed when using the income method. The
"capitalized cash flow" method determines the value of a company as the present value of all
future cash flows the business can generate in perpetuity. An appropriate cash flow is
determined and then divided by a risk-adjusted capitalization rate, most commonly the weighted
average cost of capital. This method is most appropriate when cash flows are predictable and
stable. The "discounted cash flow" method is a multiple-period valuation model that converts a
future series of cash flows into current value by discounting those cash flows at a rate of return
(referred to as the "discount rate") that reflects the risk inherent therein. This method is most
appropriate when future cash flows are cyclical or variable over time. Both income methods
involve numerous assumptions, and therefore, supporting documentation should fully explain the
evaluator's reasoning and conclusions.
When a borrower is experiencing a financial downturn or facing adverse market
conditions, a lender should reflect those adverse conditions in its assumptions for key variables
such as cash flow, earnings, and sales multiples when assessing enterprise value as a potential
source of repayment. Changes in the value of a borrower's assets should be tested under a range
of stress scenarios, including business conditions more adverse than the base case scenario.
Stress tests of enterprise values and their underlying assumptions should be conducted and
documented at origination of the transaction and periodically thereafter, incorporating the actual
performance of the borrower and any adjustments to projections. The institution should perform
its own discounted cash flow analysis to validate the enterprise value implied by proxy measures
such as multiples of cash flow, earnings, or sales.
Enterprise value estimates derived from even the most rigorous procedures are imprecise
and ultimately may not be realized. Therefore, institutions relying on enterprise value or illiquid
and hard-to-value collateral should have policies that provide for appropriate loan-to-value
ratios, discount rates, and collateral margins. Based on the nature of an institution's leveraged
lending activities, the institution should establish limits for the proportion of individual
transactions and the total portfolio that are supported by enterprise value. Regardless of the
methodology used, the assumptions underlying enterprise-value estimates should be clearly
documented, well supported, and understood by the institution's appropriate decision-makers and
risk oversight units. Further, an institution's valuation methods should be appropriate for the
borrower's industry and condition.
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Pipeline Management
Market disruptions can substantially impede the ability of an underwriter to consummate
syndications or otherwise sell down exposures, which may result in material losses.
Accordingly, financial institutions should have strong risk management and controls over
transactions in the pipeline, including amounts to be held and those to be distributed. A financial
institution should be able to differentiate transactions according to tenor, investor class (for
example, pro-rata and institutional), structure, and key borrower characteristics (for example,
industry).
In addition, an institution should develop and maintain:
• A clearly articulated and documented appetite for underwriting risk that considers the
potential effects on earnings, capital, liquidity, and other risks that result from pipeline
exposures;
• Written policies and procedures for defining and managing distribution failures and
"hung" deals, which are identified by an inability to sell down the exposure within a
reasonable period (generally 90 days from transaction closing). The financial
institution's board of directors and management should establish clear expectations for
the disposition of pipeline transactions that have not been sold according to their original
distribution plan. Such transactions that are subsequently reclassified as hold-to-maturity
should also be reported to management and the board of directors;
• Guidelines for conducting periodic stress tests on pipeline exposures to quantify the
potential impact of changing economic and market conditions on the institution's asset
quality, earnings, liquidity, and capital;
• Controls to monitor performance of the pipeline against original expectations, and regular
reports of variances to management, including the amount and timing of syndication and
distribution variances, and reporting of recourse sales to achieve distribution;
• Reports that include individual and aggregate transaction information that accurately risk
rates credits and portrays risk and concentrations in the pipeline;
• Limits on aggregate pipeline commitments;
• Limits on the amount of loans that an institution is willing to retain on its own books (that
is, borrower, counterparty, and aggregate hold levels), and limits on the underwriting risk
that will be undertaken for amounts intended for distribution;
• Policies and procedures that identify acceptable accounting methodologies and controls
in both functional as well as dysfunctional markets, and that direct prompt recognition of
losses in accordance with generally accepted accounting principles;
• Policies and procedures addressing the use of hedging to reduce pipeline and hold
exposures, which should address acceptable types of hedges and the terms considered
necessary for providing a net credit exposure after hedging; and,
Page 9 of 15
• Plans and provisions addressing contingent liquidity and compliance with the Board's
Regulation W (12 CFR part 223) when market illiquidity or credit conditions change,
interrupting normal distribution channels.
Reporting and Analytics
The agencies expect financial institutions to diligently monitor higher risk credits,
including leveraged loans. A financial institution's management should receive comprehensive
reports about the characteristics and trends in such exposures at least quarterly, and summaries
should be provided to the institution's board of directors. Policies and procedures should
identify the fields to be populated and captured by a financial institution's MIS, which should
yield accurate and timely reporting to management and the board of directors that may include
the following:
• Individual and portfolio exposures within and across all business lines and legal vehicles,
including the pipeline;
• Risk rating distribution and migration analysis, including maintenance of a list of those
borrowers who have been removed from the leveraged portfolio due to improvements in
their financial characteristics and overall risk profile;
• Industry mix and maturity profile;
• Metrics derived from probabilities of default and loss given default;
• Portfolio performance measures, including noncompliance with covenants, restructurings,
delinquencies, non-performing amounts, and charge-offs;
• Amount of impaired assets and the nature of impairment (that is, permanent, or
temporary), and the amount of the ALLL attributable to leveraged lending;
• The aggregate level of policy exceptions and the performance of that portfolio;
• Exposures by collateral type, including unsecured transactions and those where enterprise
value will be the source of repayment for leveraged loans. Reporting should also
consider the implications of defaults that trigger pari passu treatment for all lenders and,
thus, dilute the secondary support from the sale of collateral;
• Secondary market pricing data and trading volume, when available;
• Exposures and performance by deal sponsors. Deals introduced by sponsors may, in
some cases, be considered exposure to related borrowers. An institution should identify,
aggregate, and monitor potential related exposures;
• Gross and net exposures, hedge counterparty concentrations, and policy exceptions;
• Actual versus projected distribution of the syndicated pipeline, with regular reports of
excess levels over the hold targets for the syndication inventory. Pipeline definitions
should clearly identify the type of exposure. This includes committed exposures that
have not been accepted by the borrower, commitments accepted but not closed, and
funded and unfunded commitments that have closed but have not been distributed;
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• Total and segmented leveraged lending exposures, including subordinated debt and
equity holdings, alongside established limits. Reports should provide a detailed and
comprehensive view of global exposures, including situations when an institution has
indirect exposure to an obligor or is holding a previously sold position as collateral or as
a reference asset in a derivative;
• Borrower and counterparty leveraged lending reporting should consider exposures
booked in other business units throughout the institution, including indirect exposures
such as default swaps and total return swaps, naming the distributed paper as a covered or
referenced asset or collateral exposure through repo transactions. Additionally, the
institution should consider positions held in available-for-sale or traded portfolios or
through structured investment vehicles owned or sponsored by the originating institution
or its subsidiaries or affiliates.
Risk Rating Leveraged Loans
Previously, the agencies issued guidance on rating credit exposures and credit rating
systems, which applies to all credit transactions, including those in the leveraged lending
category.[Fo tn11
ote
The risk rating of leveraged loans involves the use of realistic repayment assumptions to
determine a borrower's ability to de-lever to a sustainable level within a reasonable period of
time. For example, supervisors commonly assume that the ability to fully amortize senior
secured debt or the ability to repay at least 50 percent of total debt over a five-to-seven year
period provides evidence of adequate repayment capacity. If the projected capacity to pay down
debt from cash flow is nominal with refinancing the only viable option, the credit will usually be
adversely rated even if it has been recently underwritten. In cases when leveraged loan
transactions have no reasonable or realistic prospects to de-lever, a substandard rating is likely.
Furthermore, when assessing debt service capacity, extensions and restructures should be
scrutinized to ensure that the institution is not merely masking repayment capacity problems by
extending or restructuring the loan.
If the primary source of repayment becomes inadequate, the agencies believe that it
would generally be inappropriate for an institution to consider enterprise value as a secondary
source of repayment unless that value is well supported. Evidence of well-supported value may
include binding purchase and sale agreements with qualified third parties or thorough asset
valuations that fully consider the effect of the borrower's distressed circumstances and potential
changes in business and market conditions. For such borrowers, when a portion of the loan may
not be protected by pledged assets or a well-supported enterprise value, examiners generally will
rate that portion doubtful or loss and place the loan on nonaccrual status.
- Board SR Letter 98-25 "Sound Credit Risk Management and the Use of Internal Credit Risk Ratings at Large
Banking Organizations;" OCC Comptroller's Handbooks "Rating Credit Risk" and "Leveraged Lending", and FDIC
Risk Management Manual of Examination Policies, "Loan Appraisal and Classification."EndofFootnote11.]
Page 11 of 15
Credit Analysis
Effective underwriting and management of leveraged lending risk is highly dependent on
the quality of analysis employed during the approval process as well as ongoing monitoring. A
financial institution's policies should address the need for a comprehensive assessment of
financial, business, industry, and management risks including, whether
• Cash flow analyses rely on overly optimistic or unsubstantiated projections of sales,
margins, and merger and acquisition synergies;
• Liquidity analyses include performance metrics appropriate for the borrower's industry;
predictability of the borrower's cash flow; measurement of the borrower's operating cash
needs; and ability to meet debt maturities;
• Projections exhibit an adequate margin for unanticipated merger-related integration costs;
• Projections are stress tested for one or more downside scenarios, including a covenant
breach;
• Transactions are reviewed at least quarterly to determine variance from plan, the related
risk implications, and the accuracy of risk ratings and accrual status. From inception, the
credit file should contain a chronological rationale for and analysis of all substantive
changes to the borrower's operating plan and variance from expected financial
performance;
• Enterprise and collateral valuations are independently derived or validated outside of the
origination function, are timely, and consider potential value erosion;
• Collateral liquidation and asset sale estimates are based on current market conditions and
trends;
• Potential collateral shortfalls are identified and factored into risk rating and accrual
decisions;
• Contingency plans anticipate changing conditions in debt or equity markets when
exposures rely on refinancing or the issuance of new equity; and,
• The borrower is adequately protected from interest rate and foreign exchange risk.
Problem Credit Management
A financial institution should formulate individual action plans when working with
borrowers experiencing diminished operating cash flows, depreciated collateral values, or other
significant plan variances. Weak initial underwriting of transactions, coupled with poor structure
and limited covenants, may make problem credit discussions and eventual restructurings more
difficult for an institution as well as result in less favorable outcomes.
A financial institution should formulate credit policies that define expectations for the
management of adversely rated and other high-risk borrowers whose performance departs
significantly from planned cash flows, asset sales, collateral values, or other important targets.
These policies should stress the need for workout plans that contain quantifiable objectives and
Page 12 of 15
measureable time frames. Actions may include working with the borrower for an orderly
resolution while preserving the institution's interests, sale of the credit in the secondary market,
or liquidation of collateral. Problem credits should be reviewed regularly for risk rating
accuracy, accrual status, recognition of impairment through specific allocations, and charge-offs.
Deal Sponsors
A financial institution that relies on sponsor support as a secondary source of repayment
should develop guidelines for evaluating the qualifications of financial sponsors and should
implement processes to regularly monitor a sponsor's financial condition. Deal sponsors may
provide valuable support to borrowers such as strategic planning, management, and other
tangible and intangible benefits. Sponsors may also provide sources of financial support for
borrowers that fail to achieve projections. Generally, a financial institution rates a borrower
based on an analysis of the borrower's standalone financial condition. However, a financial
institution may consider support from a sponsor in assigning internal risk ratings when the
institution can document the sponsor's history of demonstrated support as well as the economic
incentive, capacity, and stated intent to continue to support the transaction. However, even with
documented capacity and a history of support, the sponsor's potential contributions may not
mitigate supervisory concerns absent a documented commitment of continued support. An
evaluation of a sponsor's financial support should include the following:
• The sponsor's historical performance in supporting its investments, financially and
otherwise;
• The sponsor's economic incentive to support, including the nature and amount of capital
contributed at inception;
• Documentation of degree of support (for example, a guarantee, comfort letter, or verbal
assurance);
• Consideration of the sponsor's contractual investment limitations;
• To the extent feasible, a periodic review of the sponsor's financial statements and trends,
and an analysis of its liquidity, including the ability to fund multiple deals;
• Consideration of the sponsor's dividend and capital contribution practices;
• The likelihood of the sponsor supporting a particular borrower compared to other deals in
the sponsor's portfolio; and,
• Guidelines for evaluating the qualifications of a sponsor and a process to regularly
monitor the sponsor's performance.
Credit Review
A financial institution should have a strong and independent credit review function that
demonstrates the ability to identify portfolio risks and documented authority to escalate
inappropriate risks and other findings to their senior management. Due to the elevated risks
inherent in leveraged lending, and depending on the relative size of a financial institution's
leveraged lending business, the institution's credit review function should assess the performance
Page 13 of 15
of the leveraged portfolio more frequently and in greater depth than other segments in the loan
portfolio. Such assessments should be performed by individuals with the expertise and
experience for these types of loans and the borrower's industry. Portfolio reviews should
generally be conducted at least annually. For many financial institutions, the risk characteristics
of leveraged portfolios, such as high reliance on enterprise value, concentrations, adverse risk
rating trends, or portfolio performance, may dictate more frequent reviews.
A financial institution should staff its internal credit review function appropriately and
ensure that the function has sufficient resources to ensure timely, independent, and accurate
assessments of leveraged lending transactions. Reviews should evaluate the level of risk, risk
rating integrity, valuation methodologies, and the quality of risk management. Internal credit
reviews should include the review of the institution's leveraged lending practices, policies, and
procedures to ensure that they are consistent with regulatory guidance.
Stress-Testing
A financial institution should develop and implement guidelines for conducting periodic
portfolio stress tests on loans originated to hold as well as loans originated to distribute, and
sensitivity analyses to quantify the potential impact of changing economic and market conditions
on its asset quality, earnings, liquidity, and capital.[Fotn12
ote The sophistication of stress-testing
practices and sensitivity analyses should be consistent with the size, complexity, and risk
characteristics of the institution's leveraged loan portfolio. To the extent a financial institution is
required to conduct enterprise-wide stress tests, the leveraged portfolio should be included in any
such tests.
Conflicts of Interest
A financial institution should develop appropriate policies and procedures to address and
to prevent potential conflicts of interest when it has both equity and lending positions. For
example, an institution may be reluctant to use an aggressive collection strategy with a problem
borrower because of the potential impact on the value of an institution's equity interest. A
financial institution may encounter pressure to provide financial or other privileged client
information that could benefit an affiliated equity investor. Such conflicts also may occur when
the underwriting financial institution serves as financial advisor to the seller and simultaneously
offers financing to multiple buyers (that is, stapled financing). Similarly, there may be
conflicting interests among the different lines of business within a financial institution or
between the financial institution and its affiliates. When these situations occur, potential
- S
$10 Billion in Total Consolidated Assets," Final Supervisory Guidance, 77 FR 29458 (May 17, 2012), at
http://www.gpo.gov/fdsys/pkg/FR-2012-05-17/html/2012-11989.htm, and the joint "Statement to Clarify
Supervisory Expectations for Stress-Testing by Community Banks," May 14, 2012, by the OCC at
http://www.occ.gov/news-issuances/news-releases/2012/nr-ia-2012-76a.pdf; the Board at
www.federalreserve.gov/newsevents/press/bcreg/bcreg20120514b1.pdf; and the FDIC at
http://www.fdic.gov/news/news/press/2012/pr12054a.pdf. See also FDIC Final Rule, Annual Stress Test, 77 FR
62417 (Oct. 15, 2012) (to be codified at 12 CFR part. 325, subpart. C).EndofFootnote12.]
Page 14 of 15
conflicts of interest arise between the financial institution and its customers. Policies and
procedures should clearly define potential conflicts of interest, identify appropriate risk
management controls and procedures, enable employees to report potential conflicts of interest to
management for action without fear of retribution, and ensure compliance with applicable laws.
Further, management should have an established training program for employees on appropriate
practices to follow to avoid conflicts of interest, and provide for reporting, tracking, and
resolution of any conflicts of interest that occur.
Reputational Risk
Leveraged lending transactions are often syndicated through the financial and
institutional markets. A financial institution's apparent failure to meet its legal responsibilities in
underwriting and distributing transactions can damage its market reputation and impair its ability
to compete. Similarly, a financial institution that distributes transactions which over time have
significantly higher default or loss rates and performance issues may also see its reputation
damaged.
Compliance
The legal and regulatory issues raised by leveraged transactions are numerous and
complex. To ensure potential conflicts are avoided and laws and regulations are adhered to, an
institution's independent compliance function should periodically review the institution's
leveraged lending activity. This guidance is consistent with the principles of safety and
soundness and other agency guidance related to commercial lending.
In particular, because leveraged transactions often involve a variety of types of debt and
bank products, a financial institution should ensure that its policies incorporate safeguards to
prevent violations of anti-tying regulations. Section 106(b) of the Bank Holding Company Act
Amendments of 1970[Fotn13ote prohibits certain forms of product tying by financial institutions and their
affiliates. The intent behind Section 106(b) is to prevent financial institutions from using their
market power over certain products to obtain an unfair competitive advantage in other products.
In addition, equity interests and certain debt instruments used in leveraged transactions
may constitute "securities" for the purposes of federal securities laws. When securities are
involved, an institution should ensure compliance with applicable securities laws, including
disclosure and other regulatory requirements. An institution should also establish policies and
procedures to appropriately manage the internal dissemination of material, nonpublic
information about transactions in which it plays a role.
- 12 U.S.C. 1972.EndofFootnote13.]
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