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Uncertainty and opportunity abound for middle market companies in 2022


How will tightening monetary policy, declining GDP growth, and lower public and private valuations affect middle market companies in the months ahead?

The rising-rate environment will have an enormous impact on the middle market. Buyers will be more selective and diligent in the companies they acquire, and available liquidity and deal flow will likely decline. Floating-rate debt issuers are especially vulnerable today—particularly those with heavy interest burdens, limited free cash flow, and near-term maturities.

Brian Schofield, MDHead of Capital Markets, G2 Capital Advisors

Capital markets backdrop 

Inflation remains a crucial concern: After months of claiming inflation was “transitory,” the U.S. Federal Reserve (the Fed) has found itself behind the curve, fighting the highest inflation rate in four decades. The Consumer Price Index (CPI) increased 8.5% for the 12 months ended March 2022, following a year-over-year rise of 7.9% as of February 2022.

The Fed is aggressively tightening monetary policy: The Fed is hiking interest rates—its most aggressive pace of policy tightening since the early 2000s. The Fed voted to raise interest rates by 25 bps in March and 50 bps in May and anticipates an additional 50 bps of hikes during its next two meetings. In addition, the Fed has begun to shrink its $9 trillion balance sheet. Meanwhile, the 10-year Treasury rate is hovering around 3.0%, its highest level since November 2018.

Economic growth is slowing: U.S. GDP growth fell to 1.4% in the first quarter. However, it was affected by certain factors that should ease throughout the year, including spiking COVID cases and slowing inventory growth. The Fed must balance tightening activity with the risk of tipping the U.S. economy into a recession.

Public markets have been hit hard: Rising interest rates, inflationary pressures, and geopolitical instability have resulted in a public market rout since the beginning of the year. While technology companies and other growth investments have seen the most significant impact, the sell-off has been broad-based and is spilling into the private markets, as further discussed below.

What does this mean for the middle market?

Expect buyers to become more selective and diligent: Valuations in the public markets tend to have a gravitational pull on private transactions. We expect buyers in the middle market to dig in further during due diligence and be highly selective in the companies they seek to acquire.

Available liquidity and deal flow will likely decline: Demand for middle-market loans may exhibit volatility in the second of 2022 as it did in the second quarter of 2020 when deal flow slowed significantly due to uncertainty surrounding the pandemic. Increased borrowing costs will render opportunistic financings less attractive and likely result in muted loan volume for the balance of 2022.

Some companies are more vulnerable than others: Due to the prevalence of floating-rate, debt-heavy capital structures, debt-bearing middle market businesses and loan issuers are more vulnerable than their larger corporate counterparts. Especially vulnerable are companies with limited free cash flow, heavy interest burdens, and near-term maturities that will need to be refinanced at higher interest rates.

Covenant-lite loans may assuage default concerns: A heavy mix of covenant-lite loans, which weaken creditor protections, may help stave off defaults.  When debt agreements include maintenance covenants, improved operating performance can mitigate the effects of higher interest rates as monetary policy continues to tighten.

Investors’ willingness to lean in on “storied” credits will evolve: After massive deal activity in late 2021, deal flow has decreased in early 2022, and investors have been more willing to consider complex credits this year. But we expect investor demand to pull back from storied credits as the forward calendar continues to build and scrutiny from lenders increases due to current headwinds.

Market volatility is high, and interest rates are projected to rise. For middle market companies looking to raise capital, now is an opportune time to leverage the expertise of a seasoned capital markets team to navigate the complex market environment and provide greater certainty of execution.”

Brian Schofield, MDHead of Capital Markets, G2 Capital Advisors

How do these trends affect you?

Our capital markets team would welcome the opportunity to share our perspectives on today’s dynamic capital markets environment and how it affects your specific situation. We have deep experience providing strategic capital markets advice to middle market companies, and we pride ourselves on making the deal experience as efficient as possible for management teams and owners. Contact us to start a conversation today.

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