hard · Private Credit market-sourcing-sponsor-dynamics

A direct lender wins a unitranche mandate for a sponsor's add-on-heavy buyout by quoting the tightest spread in a competitive process. To win, it agreed to a $75M committed delayed-draw term loan (DDTL) priced at the same margin as the funded tranche, with a 100% ticking fee but no minimum draw and a 36-month availability window. The sponsor's stated thesis is a roll-up requiring 4-6 acquisitions. Eighteen months in, only one small add-on has closed and rates have risen 250 bps.

From the lender's economics, which consequence of this specific structure is the most acute and least appreciated when the deal was underwritten?

  1. The lender bears negative carry on its own balance sheet: it must hold capital or fund liquidity against the unfunded $75M commitment, yet the 100% ticking fee only compensates for the spread, not the lender's full cost of holding committed-but-undrawn capacity in a higher-rate environment
  2. The 100% ticking fee fully offsets the lender's carrying cost, so the undrawn DDTL is economically neutral, and the lender's only real exposure is reinvestment risk on the funded tranche if the sponsor voluntarily prepays it early, ahead of the negotiated call-protection schedule
  3. The chief risk is that the sponsor draws the entire $75M at once near the window's end to refinance the funded tranche at the locked-in margin, leaving the lender badly overexposed to a single credit at a stale, off-market rate versus where comparable unitranche paper now trades in the market
  4. Because the DDTL margin equals the funded margin, the lender's blended yield is unaffected by draw timing, and the principal underwriting concern is simply documentation risk that future add-on acquisitions might fall outside the deal's permitted-acquisition definition and related basket capacity

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