与外部债务顾问一起驾驭动态贷款市场

M&A-Related Loan Volume (in BIllions)0204060801004Q173Q18 2Q19 1Q20 4Q20 3Q21 2Q22 1Q23 4Q23 3Q24 2Q25Credit markets can be quirky. Some lenders may be looking to get aggressive incertain industries or transaction types or to back specific sponsors, while othersmay be completely risk-off for those same opportunities. Further adding to thenuance, a given lender may love a potential transaction one week only to loseinterest the next as their investment committees and portfolios evolve.Amid this shifting landscape, working with an outside debt advisor canhelp sponsors avoid being locked into limited optionality from a handful of“relationship lenders.” Such an advisor can cast a wide net to efficiently—andeffectively—navigate the market to find the optimal outcome.Lasting Effects of a Supply/Demand ImbalanceDirect lending boomed over the past 10-plus years by dominating the financingfor middle-market leveraged buyouts (LBOs). The appeal of the asset classhas led to over 1,800 direct lenders in the market today, more than double thenumber a decade ago, with global private credit AUM nearly quadrupling to over$2 trillion.1INVESTMENT BANKINGNavigating a Dynamic Lending Market Withan Outside Debt AdvisorThe vast, seemingly ever-changing lending market is difficultto traverse. Despite the heaps of dry powder that private creditfirms are looking to deploy, the variability in lender appetite andterms can make securing optimal financing feel overwhelming. 2Corporate M&ASponsored add-onLBO 3.Source: Ibid.4.Source: William Blair Investment Banking Research.After reaching all-time highs in 2021,3the M&A slowdown during the past fewyears forced lenders to look beyond thetypical LBO financing playbook, leadingto a significant increase in opportunistictransactions, including refinancings anddividends.Tying it together, the proliferation ofcredit funds, coupled with emergingand increasingly creative solutions,created opportunities for sponsorslooking to transact. Whatever asponsor’s need, from dividend recaps,capital for growth or acquisitions,refinancings, or LBOs, there is a subsetof the lender universe that is likelywilling to provide support—if sponsorsknow where to look.Illustrative Case Study: How 14 Lenders Approach the Same TransactionBelow are terms from 14 different lenders on the same transaction. Whether sponsors are most interested in finding thelowest cost of capital (the top line), highest initial amount funded (in blue), largest delayed draw term loan (DDTL) availabilityto support future growth and acquisitions (in green), or some combination, working with an outside debt advisor can helpnavigate the myriad available options and combinations.$90$90$73$90$90$18$25$25$10$25$25$15$35$30$115$115$115$150$1458.79%8.79%8.79%9.10%9.17%Lender1Lender2Lender3Lender4Lender5Lender*Includes spread, floating rate, and upfront fees amortized over 4 years. For proposals with ranges, the midpoint was used.Additional Party Requiredfor Full SolutionFunded HoldCommitted DDTLDebt Funding and Cost of Capital Considerations (in Millions) $90$56$100$90$34$15$18$10$10$10$35$115$108$145$1009.79%10.17%10.42%11.29%Lender11Lender12Lender13Lender14Unfunded RevolverUncommitted AccordionAll-In Costof Capital*•Focus on Core Objectives:Byoutsourcing the financing process,sponsors can concentrate on theirinvestment thesis, due diligence,and value-creation strategies—thekey drivers of returns.•Optimal Terms and Structure:Competitive lender processesensure market-clearing proposalsare tailored to sponsors’ priorities.•Reduced Execution Risk:Whether it is buy-side financingfor a new LBO or an opportunisticrefinancing, running a process tocreate multiple financing optionshelps to mitigate risk and enhancetransaction certainty. 4$90$65$90$50$90$25$40$25$25$25$8$25$20$115$135$115$98$1159.29%9.39%9.45%9.54%9.79%6Lender7Lender8Lender9Lender10Potential DDTLGoing Beyond Relationship LendersSponsors often do best when theytake a wide-net approach and avoidreflexively going to a small groupof relationship lenders, especiallyamid the near-perpetual state ofmarket uncertainty. To yield betterresults, sponsors can tap outsidedebt advisors for help with leverage,pricing, covenants, and other features,which can be especially tricky giventhe expanded array of lenders. Debtadvisors can also help sponsors betterunderstand their options and makethe most of the opportunity in thefollowing ways: Recent TransactionsDrawing on our deep product expertise and the strength ofour relationships, William Blair has built a leading leveragedfinance franchise. Sponsors and business owners turn to usfor outstanding execution in support of their capital-raisingobjectives.2024Preferred EquitySenior Secured Credit FacilitiesNot Disclosed2023Unitranche Credit Facility$165,000,0002024Senior Secured Credit FacilitiesNot Disclosed2025Senior Secured Notes$700,000,000Financial Advisor2024Senior Secured Credit Facility$180,000,0002024Senior Secured Credit Facility$75,000,0002025Senior