Vault Career Guide To Leveraged Finance

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LEVER
FINAN
CARE
VAULT CAREER GUIDE TO
LEVERAGED
FINANCE
2006 Vault Inc.
LEVER
FINAN
CARE
VAULT CAREER GUIDE TO
LEVERAGED
FINANCE
WILLIAM JARVIS
AND THE STAFF OF VAULT
2006 Vault Inc.
Copyright 2006 by Vault Inc. All rights reserved.

All information in this book is subject to change without notice. Vault makes no claims as to
the accuracy and reliability of the information contained within and disclaims all warranties.
No part of this book may be reproduced or transmitted in any form or by any means,
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Vault Inc.
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150 West 22nd St, New York, New York 10011, (212) 366-4212.
Library of Congress CIP Data is available.
ISBN 1-58131-502-3
Printed in the United States of America
ACKNOWLEDGMENTS
We are extremely grateful to Vaults entire staff for all their help in the
editorial, production and marketing processes. Vault also would like to
acknowledge the support of our investors, clients, employees, family and
friends. Thank you!
Table of Contents
INTRODUCTION
THE SCOOP
Chapter 1: The Background of Leveraged

Finance
Leveraged vs. Investment Grade: An Important Distinction . . . . .6

The History of Leveraged Finance . . . . . . . . . . . . . . . . . . . . . . . .10
Leveraged Finance vs. Corporate Finance/Investment Banking .13
Types of Leveraged Finance Deals . . . . . . . . . . . . . . . . . . . . . . . .15
Opportunities In Leveraged Finance . . . . . . . . . . . . . . . . . . . . . . .16
Chapter 2: Major Industry Players
19
Investment Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19

Commercial Finance Companies . . . . . . . . . . . . . . . . . . . . . . . . . .26
Hedge Funds and Other Institutional Investors . . . . . . . . . . . . . . .28
Private Equity and Financial Sponsors . . . . . . . . . . . . . . . . . . . . .30
Chapter 3: The Products
33
The Leveraged Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .33

The High-Yield Bond . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .43
Capital Structures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .44
Chapter 4: Leveraged Finance Groups
45
Structuring/Origination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .45
Credit/Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .45
Ratings and Capital Structure Advisory . . . . . . . . . . . . . . . . . . . .47
Corporate Banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .48
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Vault Career Guide to Leveraged Finance

Table of Contents
Capital Markets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .49

Syndicated Loan Sales & Trading (Primary and Secondary) . . . .51
High Yield Bond Sales & Trading . . . . . . . . . . . . . . . . . . . . . . . .53
Chapter 5: The Transactions
55
The Leveraged Buyout . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .55

The Corporate Restructuring . . . . . . . . . . . . . . . . . . . . . . . . . . . . .58
Other Event-Driven Financings . . . . . . . . . . . . . . . . . . . . . . . . . . .59
The Debt Refinancing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .60
GETTING HIRED
63
Chapter 6: What Leveraged Finance Firms are

Looking For
65
Personality Type . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .65
Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .67
The Resume . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .68
Chapter 7: The Hiring Process and Interview 71
The Standard On-Campus Interview/ Recruiting Process . . . . . .74
Lateral Hires . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .76
Typical Interview Questions . . . . . . . . . . . . . . . . . . . . . . . . . . . . .79
ON THE JOB
Chapter 8: Leveraged Finance Positions, Pay,
and Lifestyle
83
Investment Banks: Structuring/ Origination . . . . . . . . . . . . . . . . .84
Investment Banks: Capital Markets/Loan Sales and Distribution 87
Investment Banks: Credit/Risk/Corporate Banking/Ratings
Advisory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .89
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Table of Contents
Commercial Banks and Commercial Finance Companies . . . . . .90

Chapter 9: The Leveraged Finance
Career Path
95
Analyst . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .95
A Day in the life of a Leveraged Finance Structuring/
Origination Analyst . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .96
Associate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .102
A Day in the Life of a Leveraged Finance Structuring/
Origination Associate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .103
Vice President . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .106
Managing Director/Group Head . . . . . . . . . . . . . . . . . . . . . . . . .107
Final Analysis
111
About the Author
112
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Introduction
Right now, it seems like every other headline in The Wall Street Journal is a
blockbuster M&A event, a multi-billion dollar LBO, or a rise from
bankruptcy by a fallen corporate angel. Much as they did in the late 1990s,
both investors and corporations have cash burning holes in their pockets
because of positive economic conditions, and are subsequently pushing the
financial markets near new heights. Like the late 90s, the result is record
M&A activity, a boom in hedge fund activity, a rise in venture capital
spending, a return to the buyout activity of the late 1980s, and a general
feeling of excitement on Wall Street. But unlike the late 1990s, this flurry of
financial activity is somewhat tempered, as today bankers distinctly
remember the subsequent massive economic downturn of only a few years
ago and its effects on global financial markets. Nevertheless, the major forces
that have spurred this investment activity, such as historically low interest
rates, low credit default rates, and healthy cash balances are making Wall
Street an exciting place to be.
Because of low interest rates, relatively few bankruptcies, and investors
hesitation to invest in the equity markets, no area has seen more activity than
debt markets. This activity has manifested itself into record global
borrowings, as global credit issuance is expected to exceed $7 trillion in
2006, dwarfing its $2 trillion level in 1995 and far surpassing its $4.5 trillion
level in 2005.
A vast majority of this activity has been spurred by the field of leveraged
finance. With financial institutions eager to lend money and borrowers
excited to capitalize on market conditions, the effects in just the past few
years are easily identified: the second, third, and fourth largest LBOs of all
time, record fundraising by hedge funds and private equity shops, M&A
activity levels reaching the highs of 1999/2000, all-time-low borrowing costs
for companies, and off-the-charts volume in the high-yield bond and
syndicated loan markets. For all of these reasons and many more that we will
discuss in this Vault Guide, leveraged finance is a good place to be.
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LEVER
AGED
FINAN
CHAPTER 1
THE SCOOP
Chapter 1: The Background of Leveraged Finance

Chapter 2: Major Industry Players
Chapter 3: The Products
Chapter 4: Leveraged Finance Groups

Chapter 5: The Transactions
The Background of
Leveraged Finance
CHAPTER 1
The financial markets can be divided into two major sections: debt and equity.
Under this overarching organization structure, think of leveraged finance as
the intersection of investment banking, commercial banking, hedge funds,
private equity, and sales & trading on the debt side of the financial markets.
Generally speaking, leveraged finance is a platform in all major investment
and commercial banks. It is a function that taps into two major financial
markets (the high-yield bond market and the leveraged loan marketmore on
those later), is accessed by nearly all private equity shops and hedge funds on
a regular basis, and has been one of the booming profit centers of Wall Street
for the past two decades. For analysts and associates, it has become a prime
training ground for the most elite private equity shops and hedge funds.
Subsequently, for careers on Wall Street, leveraged finance is one of the most
sought-after fields.
Why leveraged finance?

Along with its role as a potential springboard to careers in private equity and
hedge funds, leveraged finance is also unique from a career perspective
because it provides a vantage point into most of the other areas of investment
banking, as well as sales & trading. For analysts and associates, working in
leveraged finance allows one to see what else is out there career-wise in the
financial markets, without ever having to leave the field.
Another advantage of working in leveraged finance is that in general, it is an
area of investment banking that is focused on closing transactions. In a
corporate finance role within a coverage team in an investment bank (a team
that covers a specific industry and pitches deals to companies in that
industry), one analyst might close one or two deals a year in an investment
bank. By contrast, in leveraged finance, its feasible to close five to 10
transactions a year. Leveraged finance affords analysts and associates a
continually busy pace and good deal and client exposure along the way.

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The Background of Leveraged Finance
Major deals
One of the great advantages to working in leveraged finance is that you will
typically work on notable transactions. As an analyst or associate in a major
leveraged finance firm, you may even see at least one of your deals make the
cover of The Wall Street Journal. Notable brands like RJR Nabisco, Burger
King, United Airlines, Dominos Pizza, and Sony MGM have all accessed the
leveraged finance markets. From multi-billion dollar leveraged buyouts to
major corporate restructurings, there are plenty of headline transactions
across the field.
Leveraged vs. Investment Grade: An

Important Distinction
The difference between leveraged and investment grade debt is an extremely
important concept to understand. By definition, Leveraged finance is debt
issued for clients that are considered leveraged, not investment grade by
the two major rating agencies, Standard & Poors and Moodys. In other
words, it is debt for clients considered a higher credit risk by the rating
agencies.
A typical rating agency grid appears on the next page. The solid bold lines
denote the investment grade vs. leveraged threshold.
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Standard & Poors (S&P)
Moodys
AAA
Aaa
AA+
AA
AA-
Aa1
Aa2
Aa3
A+
A
A-
A1
A2
A3
BBB+
BBB
BBB-
Baa1
Baa2
Baa3
BB+
BB
BB-
Ba1
Ba2
Ba3
CCC+
CCC
CCC-
B1
B2
B3
B+
B
B-
Caa1
Caa2
Caa3
CCC
Ca
D/C

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Hows your credit?

How are these ratings assigned? A company is analyzed by the rating
agencies and is assigned a rating(s) based on these agencies assessment of
the companys credit risk. The rating agencies assess the quality of the
companys operations, its future potential, past track record, and financial
health. Once this analysis is completed, the agencies assign ratings to the
company and monitor the company going forward. Anything under a certain
rating threshold is considered leveraged. A company that chooses not to get
rated is considered not rated. Also, companies that are rated investment
grade by one agency and leveraged by another are considered crossover
credits.
The words leveraged and debt normally have negative connotations. But
this shouldnt necessarily be the case. Millions of people have loans for their
homes. In this sense, they are borrowing money and are leveraged, as most
of them do not have the cash on hand to pay off their loans immediately. Just
because someone has a home loan or a car loan, or does not have much cash
on hand, does not mean they are not worth lending to. If that were the case,
no college student would have a credit card. The more debt someone has in
relation to their cash or future earnings potential, the more leveraged they
are.Investment grade companies are the least risky of those in the debt
markets. They are typically your long-standing, exceptionally stable
companies, such as General Electric, Pfizer, John Deere, and ExxonMobil.
Their credit history is outstanding and they have the ability to borrow large
amounts of debt at any time, since they typically have the cash on hand to pay
back those loans at any given time. Of these thousands of companies, only a
handful have the highest debt rating (Triple A).
To illustrate the difference between investment grade and leveraged, consider
the following example. Suppose you have a rich friend who asks to borrow
money from you for lunch. Youd probably not hesitate to give him $10 or
so, because you know youre likely to be paid back immediately (and
probably without having to hound him for the money). That friend would be
considered investment grade. Now consider the college buddy who always
asks to borrow money for beer runs, yet amazingly can never remember to
pay you back. That college buddy would be considered leveraged.
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Ratings determine access to financial markets

Of course, there are advantages to being investment grade. Since investment
grade companies are consider much less risky, they have the ability to access
a number of other financial markets, including the commercial paper market.
Furthermore, these investment grade companies are typically able to get
much larger amounts of debt than their leveraged counterparts. For example,
as a triple-A rated company, General Electric has syndicated loan facilities of
over $20 billion, not to mention any other debt, such as bonds or commercial
paper. In contrast, the largest syndicated loan package for a leveraged
company is probably somewhere near $6 to 8 billion.
It is important to note that entire financial markets exist for companies in both
of these buckets (investment grade and leveraged). When it comes to bonds,
there is a high grade market for investment grade companies, and a high-yield
market (also known as junk bonds) for leveraged companies. For loans, there
is a high grade syndicated loan market (also known as the investment grade
syndicated loan market) for investment grade issuers and a leveraged loan
market for those companies that are considered leveraged.
For companies that are not rated, their access to either market is determined
by their financial ratios, while crossover companies typically access the
market that plays to the better of their ratings.
The field of leveraged finance is concerned with riskier companies that
typically seek funded debt as a necessary piece of their capital structures.
Because syndicated loans and high-yield bonds are necessary for these
companies operations, leveraged finance can be a little more exciting and
adventurous. In the leveraged finance world, you will encounter companies
that put together comprehensive financing packages to exit bankruptcy just
hours before a federal court would have forced them to liquidate, private
equity shops that push the limits of corporate finance by strapping nearly
incomprehensible amounts of debt on companies, multinational corporations
avoiding hostile takeovers by issuing large amounts of debt in order to
execute share repurchase plans, and well-known organizations that need
every single dollar available to them in order to keep their lights on and
factories working. These types of complex transactions are part of the dayto-day life of those working in leveraged finance.

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The History of Leveraged Finance

Loans for companies
Leveraged finance originated from what would historically be thought of as
commercial banking. As companies needed money, they would typically go
to the loan officer of their local bank to obtain financing. Much like you
might need a loan to buy a house or car, companies have always needed loans
to buy properties or even fleets of cars. Lending institutions generally
distributed these loans in certain sizes and interest rates to companies, based
on the companys risk and size. Very similar to how a JPMorgan Chase,
Wachovia, Bank of America, or Citigroup would give a home loan with a
certain interest rate to someone based on their personal credit score, these
institutions structured loans for corporate clients. Typically, the less credit
risk a company presented, the more money these banks would lend.
This type of lender-client relationship has existed for centuries. But in the
past few years these lending institutions have evolved, as have the needs of
their clients. In the late 1990s investment banks and commercial banks were
able to once again legally merge due to the repeal of the Glass-Steagall Act.
This means that investment banks are now not only able to provide financial
advice to clients, but also utilize the know-how of their commercial banking
division to deliver that financial solution. Together, this has allowed
companies to access the financial markets even more readily and has
fundamentally changed the investment banking relationships on Wall Street.
During the past few decades, the fundamental loan product has also changed.
The original loan between two parties, referred to as a bilateral loan, was
becoming obsolete. Clients were becoming larger and their financing needs
were growing. Subsequently, lending institutions started finding others to
provide the loans alongside them. Instead of bearing the risk of an entire $1
billion loan, they found they could significantly diminish their risk by
syndicating this loan exposure to others. With institutional investors also
seeking new ways to place money into the financial markets, the syndicated
loan became a prime source of investment. Subsequently, the syndicated loan
market exploded in volume, so much in fact that a secondary loan trading
market was created out of it. Today, as opposed to a bilateral relationship
with a single lending institution, a company that issues a loan can have
hundreds of investors in its syndicated loan. This investor interest not only
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opened up the syndicated loan market, but it also made other financial
markets more transparent, due to the emergence of the relative value of
products across asset classes. Although still issued in a very small number of
situations, the bilateral loan for the multi-billion corporation is now
essentially obsolete.
The bond market

In addition to being able to take out loans from banks, companies that are
large and stable enough have historically also had access to public bond
markets. To do this, companies enlist investment banks to issue bonds to
investors that promise a set interest rate of return on investment. Investors
independently analyze the company issuing a bond and determine the interest
rate that makes it worthwhile for them to take on the risk of the company not
making its scheduled payments. If acceptable to enough investors, the bond
is issued; these investors have essentially lent the company money through
this bond issuance.
Being able to issue bonds has made it possible for companies to raise money
for acquisitions, to invest in capital projects, or to refinance existing debt.
Together, the bond and loan represent the major financial instruments in the
world of leveraged finance.
The expanding market of debt

The bond and the syndicated loan markets have also evolved and expanded
over the past few decades. In 2005, the U.S. syndicated loan market reached
issuance volumes near $1.6 trillion, nearly doubling its $800 billion volume
in 1995. In 2005, the high-yield bond market also more than doubled in
volume in the past 10 years, reaching approximately $100 billion, versus $40
billion in 1995. A vast majority of this evolution is due to exceptional credit
conditions, fewer bankruptcies, record low issuance rates, and the relative
value of the asset classes as investment areas for institutional investors.
This relative attractiveness of the debt markets is especially strong in light of
the equity market downturn in the early 2000s. With security and nearguaranteed returns, the debt markets have seemed exceptionally more
attractive from an investment standpoint. If you knew that you could get 7 to
10 percent annual return investing in the loan of a relatively stable company,
wouldnt you put your money there, as opposed to buying shares in the equity
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markets, which present greater risk? Furthermore, if a company defaults on

the loans, they are typically secured by the assets of the company, whether
those be airplanes, property, or even hamburgers. In contrast, if the stock of
a company loses all of its value, there is little to no recourse. As for high-yield
bonds, although not typically as secure as investment grade bonds, theyll
typically offer investors a return of 8 to 12%. Also, just like investment grade
bonds, high-yield bonds are senior to the equity of a company, and thus are
paid off first in the event of a bankruptcy liquidation.
Good news for the banks

Also, it is important to note that these lending transactions are very profitable
for institutions that arrange them, not just the institutional investors. For the
largest deals, this can mean tens of millions of dollars in arrangement and
syndication fees. For example, it was estimated that the fees for the financing
of the famed 1989 leveraged buyout of RJR Nabisco by Kohlberg Kravis
Roberts (immortalized in the book Barbarians at the Gate) were somewhere
in the hundreds of millions of dollars. Thus, armed with large balance sheets
and subsequently the ability to lend money to numerous companies, the bulge
bracket investment banks with historically strong commercial banking arms
(JPMorgan, Bank of America, Citigroup) have become the dominant players
of the leveraged finance industry. Not only do these banks have the money
to lend and the historical know-how to do so, but they also have the priceless
investment banking relationships which they can use to propose financings.
Increasingly, leveraged finance is attracting new and different players to the
industry. Competition for providing large financing solutions to companies
has become intense, with many companies even conducting auctions to see
who brings the best financing package to the table. Realizing that they might
be late to the game, large banks are rapidly bulking up their leveraged finance
platforms in order to take advantage of the abundance of fees for arranging
these transactions. Although the big firms continue to dominate the industry
issuance in loans and bonds, smaller firms have realized they can make an
exceptional return on their money and time by providing financing to middlemarket companies (middle market is generally defined as a company with
less than $500 million in annual revenues and/or less than $50 million in
annual EBITDA). For example, by raising $25 million for a company by
assembling a syndicate of lending institutions hungry to put idle cash to work,
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small lending shops are finding themselves with a few million dollars in fees
and profitable new relationships.
In the future, this trend is expected to continue. Although interest rates have
been rising over time, this will not deter companies from continuing to seek
syndicated loans and high-yield bonds, which have become a necessary part
of a firms capital structure. Although it will be unlikely that firms will want
to refinance their existing debt with more expensive (higher interest) debt,
many issuers will still turn to these financing sources for general corporate
needs or to acquire other companies. Also, with the rise of interest rates has
come a rise in M&A volume, which fuels the issuance of debt to make those
mergers and acquisitions happen. Finally, to quote a tenet of basic corporate
finance, the cost of debt is often substantially less than the cost of equity. So
it seems likely that these leveraged finance shops will remain in business and
profitable for many, many years to come.
The leveraged finance markets are quite complex, but the underlying
principle and motivationproviding financing for companiesis simple.
Whether this financing involves a loan to refinance existing debt, or the
issuance of a complex loan and high-yield bond package in order to execute
the largest LBO of all time, these markets are quite often at the center of the
action on Wall Street. Companies still call their banks and loan officers for
advice on syndicated loans, but at the same time are now speaking to
managing directors at investment banks that can provide a number of
complex financing alternatives, tapping a variety of financial markets. With
nearly $1 trillion of combined annual global volume in the U.S. in the
leveraged loan and high-yield bond markets, these leveraged finance markets
provide ample access for investors to put money to work.
Leveraged Finance vs. Corporate

Finance/Investment Banking
Are the leveraged finance and investment banking the same animal? Sort of.
As leveraged finance was originally a commercial banking function, most of
the premier leveraged finance shops can be found within the investment
banks of the largest finance institutions, such as JPMorgan Chase, Bank of
America, and Citigroup. Because of the sheer amount of leveraged finance
deal volume at these institutions, there will typically be entire floors and

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groups dedicated to originating deals (proposing deals to existing or new

clients), following the capital markets, trading in and out of loan/bond
positions, selling these products to investors, and monitoring the firms
exposure to loans and bonds of issuers. Naturally, at pure investment banks
such as Goldman Sachs or Lehman Brothers that do not originate as many of
these types of debt transactions, there will typically be smaller groups
dedicated to following the markets, in more of a debt capital markets
generalist role. However, in both types of institutions, the leveraged finance
platform is typically part of a debt capital markets groupit just depends on
the volume of deals to determine how specific and/or large the groups will be.
A common misperception is that traditional investment banking only involves
providing solutions and advice to companies (such as mergers and
acquisitions advice). In this regard, leveraged finance is different from
investment banking, since a leveraged finance bank is not only offering
advice for a financial problem, but also a product as a solution. However,
most people these days broaden their definition of investment banking to
include both offering advice to companies, as well as executing a financial
transaction, such as an initial public offering (IPO). In this sense, leveraged
finance is identicaljust as an investment bank covers a company in an
industry coverage group and works with its equity capital markets team to
structure an IPO, so does it provide the same service for leveraged finance
transactions. In the case of a leveraged finance transaction, the investment
bank also covers the company and works with people from its debt capital
markets team to structure a syndicated loan and/or high yield bond.
Unlike investment banking, however, there exist a number of other financial
institutions, such as General Electric or CIT Group, that arrange these similar
financing packages for companies, but do so without a coverage group or an
industry platform (which an investment bank would have). These financial
institutions still have relationships with companies, but they dont typically
provide M&A or IPO advice like an investment bank. The loan market is a
private market, and as such is not limited in terms of what type of firm can
provide lending solutions. If youre a treasurer of a multi-billion dollar
company and you need a large loan for an acquisition, youll go to the firm
with the best interest rate, regardless of whether its an investment bank or
not. In this regard, leveraged finance is more similar to commercial lending
(i.e., lending to a company so that they can buy copiers, printers, etc.) than it
is similar to investment banking.
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Different experiences: working in the coverage

group of an investment bank vs. leveraged
finance
Working in a coverage group or M&A at an investment bank differs greatly
from working in a debt capital markets (DCM) or equity capital markets
(ECM). As mentioned earlier (and will be discussed in more detail later),
there is more execution of deals in a DCM or ECM role. Whereas someone
in this role may not be as familiar with every facet of an industry like their
counterpart in a coverage group, they will generally have more breadth of
financial market knowledge.
This breadth vs. depth tradeoff is directly related to the amount of transaction
experience offered in leveraged finance. For example, the day-to-day grind
might be a little more hectic in a leveraged finance role, as a deal team could
potentially be closing two multi-billion dollar transactions on the same day
something that would be quite unlikely in a coverage role. However, this
transaction-oriented environment involves substantially less idea generation
and pitching of ideas to clients than one would find in an investment banking
industry coverage group. That is not to say that someone in leveraged finance
will not do any pitchingquite the contrary. While the industry coverage
group might come up with and pitch the idea of a syndicated loan or highyield bond to finance an M&A deal, they will surely bring along the
appropriate people from the leveraged finance platform to comment on the
markets, comparable transactions, and provide other relevant advice.
If you are beginning your career in finance, it is important to think about your
long-term career goals when considering a role in investment banking
coverage versus leveraged finance. If your goal is to work in a specific
industrylets say running a health care companyyou would probably be
better served in a health care coverage group at an investment bank.
However, if you are interested in working at a hedge fund or private equity
shop, working in leveraged finance will give you the opportunity to interact
with many of these firms, as you close numerous deals of theirs.
Furthermore, you will be trained in certain debt metrics (whats typically
called credit training), which are useful in understanding the industry and
are not typically emphasized in the coverage side of the bank. This is not to
say that moving from a coverage group to a private equity shop or hedge fund
cant happenit certainly does, and even the top tier PE shops and hedge
funds seek people with very specific industry knowledge. However, its
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definitely the case that your exposure (most likely in late-night financial
modeling revisions) to the private equity shops will be higher in leveraged
finance groups when compared to your exposure working in an industry
coverage group. In an industry where relationships are everything, this
exposure will definitely matter.
Types of Leveraged Finance Deals

There are a wide variety of deals executed within leveraged finance. Most
common are syndicated loans and high-yield bonds for working capital or
general corporate purposes (day-to-day financing needs). However, in
leveraged finance youll also find leveraged buyouts, when private equity
shops and financial sponsors use borrowed money to purchase companies.
There are also corporate restructurings and DIP (Debtor-in-Possession)
facilities, where companies are entering/exiting bankruptcy and are trying to
avoid Chapter 7 bankruptcy (liquidation). In this case, the companies will
work with both the financial institutions leveraged finance groups and the
federal bankruptcy court to get financing packages in order to stay in
business. Leveraged finance also covers dividend transactions, where
loans/bonds are used to pay out the owners of a business, recapitalizations,
where a companys financial structure is changed, IPO/spin-off financings,
where the proceeds of a loan/bond are in tandem with an IPO or a spin-off of
a business unit, and even general debt refinancings, where an existing
loan/bond is taken out with a new loan/bond. Examples of each of these types
of deals is discussed in more detail in Chapter 5.
Opportunities In Leveraged Finance

There are so many different areas within leveraged finance and so many
related to the field that there is place for almost everyone. For example, there
is deal origination, for the person who enjoys managing numerous processes
such as putting together presentations, financial modeling, and pitching.
There is also capital markets work (for both syndicated loans and high yield
bonds) for the person who enjoys understanding the flow of the markets and
conducting research about the markets trends. For the person who enjoys the
asset management aspect of managing a firms exposure to the syndicated
loan/high yield bond markets, there are positions in internal credit/portfolio
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management work. Finally, there is a sales & trading function for both
syndicated loans and high yield bonds.
However, very generally speaking, leveraged finance refers to the deal
origination functionwhen a team goes out to pitch a client, wins the
mandate, structures the loan/bond, markets it to investors, sells it, and then
closes and funds the transaction. This role as an analyst or associate caters to
the individual who enjoys managing numerous deals throughout this process,
who is a jack-of-all-trades from financial modeling to talking to investment
firms, and who thrives in the pace of a seemingly never-ending day.
Furthermore, when considering if leveraged finance is/is not the field for you,
it is important to realize that some firms are organized in a typical investment
banking cubicle/office atmosphere, whereas some are organized like
trading floors. Some people feed off the energy from a football field-sized
area crammed with people chatting all day long, while others would prefer the
quieter nature of a cube or an office, where personal phone calls are not heard
by your neighbors and neighbors neighbors. This type of setup can make a
substantial difference in the day-to-day enjoyment of someones role in
leveraged finance.
The culture of leveraged finance depends almost entirely on the culture of the
firm in general. At a pure investment bank such as Goldman Sachs, you
might find the culture to be almost entirely opposite from that of the
commercial lending arm of a larger financial institution, such as General
Electric Commercial Finance. Whereas one might be very rigid and
hierarchical, the other might be golf-shirt and khakis on Fridays, where an
analyst can chat it up with any managing director at any time. This kind of
specific nuance is covered in the next chapter.
EBITDA
In leveraged finance, there are some common terms and phrases, from
revolving credit facility to senior debt, that you will learn as you read
this guide and learn more about the world of leveraged finance.
However, no term is more important than the word EBITDA. Companies
live and die by it. The leveraged finance markets are built around it.
Basically, EBITDA is a relative measure of a companys financial health.
It can be compared across industries and company sizes. Even you, as
an individual, can calculate your own EBITDA. Called EBITDA, because
it represents Earnings Before Interest, Taxes, Depreciation, and
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Amortization, it measures a companys earnings from its operations.

What gets paid right after the costs of operating a company? The
interest on debtwhich is precisely why leveraged finance bankers and
debt players care. EBITDA is a proxy of how much debt any one
company, or individual, can afford.
For example, lets pretend you operate a lemonade stand. You probably
bought lemons, water, cups, ice, a stand, and some poster board for
advertising. Lets also say you paid someone to help you operate the
stand. Finally, lets say you sold all of your lemonade. If you were to
have paid these costs and come out positive, you would have made an
operating profit. But you still have not paid interest on your credit card
for the stand, nor have you paid the taxes on your income. Ignoring the
depreciation on your lemonade stand (since you never factored that cost
in because it was not a real cost to you) the amount of profit you have
left is your EBITDAbefore you pay either interest or taxes. EBITDA is
your cash flow available for all sorts of thingsbuying another lemonade
stand, paying off debt on your credit card, or even just paying your taxes
and pocketing the rest.
When comparing companies and evaluating their operating health, most
leveraged finance bankers are concerned with a companys adjusted
EBITDA (the amount that can be considered regular EBITDA year-overyear, adjusted for abnormalities and one-time costs), as well as the
companys revenue. The EBITDA margin (EBITDA / Revenue) is a simple
calculation of how adept a company is at converting its revenues into
what really mattersEBITDA. From EBITDA, one can determine how
much debt a company can support (leverage ratios), as well as how
much interest it can pay (interest coverage ratios). This, in turn,
determines purchase prices for LBOs, the size of bond/loan offerings,
and even the size of exit financings. In the world of leveraged finance,
no other financial term is as significant.
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Major Industry Players

CHAPTER 2
In order to understand the leveraged finance industry and determine where
you would like to work within it, it is important to understand the different
players in the industry and the markets they serve. As in investment banking,
in leveraged finance there are typically three types of players: those that
originate and structure deals (called the sell-side), those that invest into
those deals (called the buy-side), and the clients that receive the financing.
The sell-side is comprised of investment banks and commercial finance
companies, the buy-side is comprised of investment firms such as hedge
funds and insurance companies, and the clients include both large
corporations and private equity shops. It is important to note that even though
one firm might be a particularly large player (buyer, seller or client) in the
leveraged loan market, it might not so be in the high-yield bond market.
In this chapter, well review some of the major players on both the sell-side
and the buy-side. The specific firms we mention are chosen based on the
league tables of the sell-side firms and on reputation for the buy-side firms
and private equity shops. Although a good starting point for considering
potential employers, these lists should be considered in light of a particular
firms culture and the emphasis it places on its leveraged finance group versus
its other operations.
As this book is more focused on sell-side firms than those on the buy-side, in
Chapter 4 you will find a more detailed discussion of the sell-side-an
overview of the typical groups/departments within those organizations. For
a more comprehensive overview of buy-side firms and private equity shops,
check out the Vault Career Guide to Hedge Funds and the Vault Guide to the
Top Private Equity Employers.
Investment Banks
There are a few distinct types of investment banks in the world of leveraged
finance: first, the bulge bracket investment bank with a large commercial
banking operation; second, the standalone investment bank that typically
provides advisory solutions for clients; and third, the investment bank that
does have a commercial presence, but is considered boutique or regional.

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The bulge-bracket investment bank with a

substantial commercial banking operation
Top firms
Bank of America
Citigroup
Deutsche Bank
JPMorgan Chase
Wachovia
These are truly the dominant players in the industry. These are firms that have
been lending to companies for years; therefore, their relationships with
issuersboth on the investment banking side and the commercial banking
sideare very strong. In other words, they that not only have they been a
clients commercial bank (lending institution) for many years, but they also
have a history of providing financial and M&A type advice to these
corporations. Therefore, when one of their clients needs a loan or bond, these
investment banks are typically called upon to provide their advice and
expertise-as they have been for many years. These investment/commercial
banks place a large amount of emphasis on their leveraged finance operations
because of the substantial amount of fees generated from these transactions.
Most of these firms have dedicated leveraged finance professionals in all of the
major financial market locations: New York City, Chicago, Houston/Dallas,
Los Angeles/San Francisco, London, and Hong Kong.
Typically, these firms will have an entire leveraged finance platform under
the debt capital markets heading within the corporate finance section of the
investment bank. Some of these firms have entire teams dedicated solely to
originating deals, while others will align this origination responsibility into
their industry coverage groups. Regardless of how it chooses to structure
these operations within their organization, the bulge-bracket investment bank
with a substantial commercial banking operation will have resources
specifically dedicated to:
Originating transactions
Following the capital markets
Monitoring the client portfolio and outstanding exposure to certain clients
and financial markets
Interacting with the rating agencies
Selling and trading both the syndicated loan and the high yield bond
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Because of the vast expansion of the field of leveraged finance, as well as the
increase in size and scope of the financial markets, these types of firms are
redefining stereotypical investment banking: they are becoming one-stop
shops for clients. As the commercial banking operations of these firms have
become more integrated with their investment banking operations, a client
can rely on one banker to get nearly everything it needs, including M&A
advice, a syndicated loan, a high-yield bond, an IPO, or even savings and
checking accounts. Furthermore, clients can now count on one banker to
know everything about their companies, which creates a very trusting
relationship. Since most of these clients started at one point or another with
a small loan from one of these banks, it comes as little surprise that leveraged
finance contacts are very often the managers of these extremely valuable
relationships. Needless to say, this is very good exposure for a young
leveraged finance analyst or associate.
Also, generally speaking, because the leveraged finance operations of these
firms started as part of their commercial banking operations, the leveraged
finance groups in these types of investment banks will typically have more of
a commercial banking feel: a little more laid-back and a little bit less
hierarchical than their M&A counterparts. However, they still all fall under
the same corporate finance umbrella within the investment bank and they
interact with their corporate finance colleagues just about every minute of
every day.
Typically, these firms will place analysts and associates directly from their
corporate finance investment banking programs into their leveraged finance
division, just as they would place analysts/associates into any other industry
coverage group. Furthermore, analysts and associates are treated exactly the
same as their other corporate finance peers in just about every aspect.
However, unlike at a coverage group, where an analyst or associate might
have a substantial amount of down time during the afternoons before
working through the night, there tends to be more of a fire-drill, non-stop
nature to the leveraged finance work environment. Working on multiple deals
and managing numerous processes from pitch to close is a non-stop, full-time
job.

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The standalone investment bank
Top firms
Credit Suisse
Goldman Sachs
Lehman Brothers
Merrill Lynch
Also players in the leveraged finance industry, albeit on a significantly

smaller scale, these firms have quite a different approach. Whereas an
investment bank with a strong commercial banking presence (such as
JPMorgan Chase and the other banks discussed in the previous section) seeks
to maximize the number of companies it lends to in order to broaden its
commercial banking presence, a standalone investment bank such as
Goldman Sachs seeks to use its balance sheet in order to drive other feerelated events. Without a commercial banking presence, these pure
investment banks would rather allocate their balance sheets to larger feeevents for revenue generation, such as proprietary trading, rather than
investing and structuring syndicated loans or high-yield bonds for their
clients.
This is not to say that these firms do not arrange syndicated loans and highyield bonds. On the contrary, they do and they are quite good at it. As just a
pure matter of transaction volume, however, they just do not have the breadth
of experience or leveraged finance market presence. However, they will seek
to do this type of arranging of financing for firms where an obvious M&A
relationship, or other type of fee relationship, exists. For this reason, a much
larger portion of the leveraged finance deals handled by a standalone
investment bank will be LBO, IPO, spin-off, or M&A-related. (The firms
bankers in other departments will be generating fees for work on these larger
deals that have a leveraged finance component.) In contrast, a firm such as
JPMorgan Chase or Bank of America will arrange a syndicated loan or highyield bond for just about any client of the investment or commercial bank for
any reason, whether it be as part of an LBO, IPO (or other larger deal), or
something simpler like a debt refinancing that is not related to another feerelated event.
Also, as a syndicated loan tends to require more of a capital commitment than
a high-yield bond due to the sheer size of the loans, these standalone
investment banking firms tend to be more active in the high-yield bond
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market than in the syndicated loan market. Furthermore, on average,

syndicated loans tend to be less profitable than their high-yield bond
counterparts, especially those that are not event-driven. Where a firm might
earn $1 to $2 million for arranging a $100 million syndicated loan for an LBO
financing, raising that same amount using high-yield bonds could earn the
bank anywhere from $3 to $5 million, possibly more. In this situation, the
standalone investment bank has made a quantity vs. quality tradeoff, opting
for the market with substantially less volume but a high rate of return for its
own money and time. This is especially true in the event of a general
refinancing, when these bonds and loans tend to earn substantially less.
Every firm has internal metrics for the rate of return it must earn for its own
balance sheet, for these firms, that rate is typically much lower than the
investment banks with commercial banking divisions.
Organizationally, these firms typically place their leveraged finance platform
into the debt capital markets portion of the corporate finance division of their
investment banks. Unlike their counterparts with commercial banking
operations, they typically do not have full teams dedicated to originating
transactions. Most of the deal origination at standalone investment banks
comes from an investment bank client coverage team; the market commentary
will from a debt capital markets group. Although a profit center for the
investment bank, the leveraged finance group at a standalone investment bank
will have substantially less transaction volume than the same groups at I-banks
with a commercial banking presence. Also, absent this presence, these
leveraged finance groups typically have a culture nearly identical to the rest of
the investment bank.
At the standalone investment bank, the overall lifestyle will be similar to the
investment bank with a large commercial banking presence. Analysts and
associates are also part of the investment banking corporate finance program
and are expected to work long hours. The only difference between a
leveraged finance group at a standalone I-bank and a similar group at an
investment bank with commercial banking operations is the pace of the day,
since teams at standalone firms are generally working with fewer leveraged
finance deals. However, the deals are also generally more complex, as they
are event-driven (as discussed earlier). Subsequently, the analyst/associates
job is less about managing a variety of processes and more about working
through the nuances of a particular deal. This often translates into more
complex financial modeling, more intense due diligence, more complicated
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presentations for lenders, and more intricate offering memorandums. Also,

since this type of leveraged finance platform might span multiple debt
markets, it is also possible that an analyst/associate here might see other types
of debt transactions, including high-grade bonds, private placements,
investment grade syndicated loans, and even mezzanine debt tranches.
The regional or boutique investment bank with

a commercial banking presence
Top firms
ABN AMRO
Jefferies & Co
KeyBank
National City
PNC
SunTrust
Wells Fargo
These firms, which do have both investment and commercial banking

presences, are also players in the leveraged finance market. However, they
typically arrange financings in the large cap space for clients where they
have a distinct relationship, or they compete in the exceptionally profitable
middle market space. Larger firms in this category (such as ABN AMRO,
Barclays, and SunTrust) often have full-scale leveraged finance platforms,
but they might find themselves investing in these loans and bonds more often
than actually arranging them. The same is somewhat true of the smaller
lending operations, such as Jefferies, yet they generally compete for
financings in the middle market space.
A substantial difference between the large investment banks with commercial
banking arms and the smaller investment and commercial banks is the
seemingly limitless balance sheet ability the larger firms have to invest and
seek to put to work. Although they still have tens or maybe even hundreds of
billions of dollars to potentially lend, these large regional banks will arrange
financing typically only for local companies where they can leverage the
power of their relationship for future ancillary business, such as
checking/savings accounts or other treasury business, such as hedging and
foreign exchange. In this sense, their relationships, rather than the fees of
event-financings, drive their lending rationale. Furthermore, they seek to
place their capital to work in other areas of the bank and opt not to enter the
highly competitive large cap leveraged finance space. At any rate, the
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financing packages are still comprised of leveraged loans and high-yield

bonds and are structured for the same clients and for the same purposes as are
the large investment and commercial banks.
Even further down the scale of size, many smaller boutique investment banks
have formed lending units by raising a specific amount of funds (typically $1 to
$5 billion) for the sole purpose of arranging financing packages for clients. Like
the pure investment banks, they too are not chasing a quantity of transactions;
instead, they are typically seeking event-driven deals. In order to distribute their
capital wisely, these firms tend to work with smaller companies in the middle
market space. However, they still arrange financing for the same variety of
transactions that the larger players do and they tend to interact with the same toptier private equity shops and hedge funds. On occasion, they will even work
with venture capital firms, which is something that the larger leveraged finance
shops very rarely do. Also, these smaller lending institutions tend to own a
larger piece of the financing package than their larger leveraged finance
counterparts and they tend to syndicate to a much smaller investor universe.
At these firms, the workplace culture is typically more laid-back than at the pure
investment banks and in general is more similar to a commercial banking
operation. Also, with less deal volume than their larger counterparts, one can
generally expect to close fewer transactions at these firms, yet be much more
acutely involved in every piece of the leveraged finance process. With much less
transaction volume, analysts and associates at these shops typically become even
more involved in every aspect of the process and this will add to the depth of
their working experience. . Also, with generally fewer people in the leveraged
finance groups, analysts/associates have an opportunity to take on a substantial
amount of responsibility and even truly develop client relationships.
Junior resources at these firms are also sometimes considered part of
corporate finance programs as investment bankers, and sometimes they are
not. This distinction depends entirely on the firm, as do the culture and hours.
Hours tend to fluctuate with the peak times of a deal, such as the closing and
funding of a transaction

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Commercial Finance Companies

If you were to take a brief look at the descriptions of commercial finance
companies on their web sites, you would find that these firms pride
themselves on providing lending, leasing, and other types of financial
solutions for clients. This is quite a different approach from a standalone
investment bank that provides advisory work and securities products to its
clients. Subsequently, for the leveraged finance platform of a commercial
finance company, everything from the client base to the product offerings is
different from the investment banking firms. In no specific order, major
players in this field include GE Commercial Finance, CIT Group, and
CapitalSource.
These firms typically work very frequently with smaller mid-cap companies,
providing everything from financing for heavy equipment to multi-million
dollar revolving lines of credit. Due to the nature of these product offerings
and the size of these clients, most of these firms leveraged finance teams play
only in the syndicated loan market, and stay out of the high yield bond
market. Naturally, if a firm is already providing smaller loans for other types
of financing needs for a company, a syndicated loan makes sense to provide
financing for a companys larger financing need. However, it is not
uncommon to find some of the larger players, such as GE Commercial
Finance and CIT Group, to be co-leading a multi-billion dollar transaction
alongside a large investment bank. These leveraged finance deals would be
sourced from their large cap teams.
On the whole, the leveraged finance platform at a commercial finance
company would be smaller than that of an investment bank. Whereas the
largest investment banks might have a few hundred individuals in the U.S.
dedicated solely to sourcing and structuring deals, even the largest
commercial finance companies might have fewer than 100. With somewhat
less volume, these professionals typically have more all-encompassing roles,
as compared to their investment banking counterparts. Where someone could
expect to find both a capital markets team and a sales team at a large
leveraged finance shop, these functions are typically combined in the
commercial finance companies and the smaller investment banks.
Furthermore, at the smallest commercial finance shops, the deal origination,
structuring, credit, capital markets work, rating agency presentation, and
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person deal team. In contrast, at a large investment bank, there would

undoubtedly be a team for each of the aforementioned responsibilities.
Culturally, these firms will be very different. Although generating millions of
dollars of fees, these teams are still treated somewhat differently from those
of an investment bank. Armed with corporate cards, BlackBerrys and
expense accounts, the lifestyle is still more than adequate for those seeking
corporate perks. However the basic pay scale tends to be different. For
example, while a first-year analyst in an investment bank in a good year could
expect to clear $100k, the first-year counterpart at a commercial finance
company might expect $55-65k. A third-year analyst at an investment bank
might expect to near $200k in compensation in a hot market, while his
commercial finance peer could expect $75-85k. This discrepancy only
becomes larger as the market remains hot and investment banks continue to
pay accordingly. And at the upper ranks of managing director, where
compensation is typically derived from the amount of revenues brought into
the firm, this pay discrepancy between the two types of firms is further
exacerbated. However, remember that compensation at the junior levels is
related to office hoursthose investment banking analysts earning $100k are
typically earning about the same per hour as their counterparts at commercial
finance companies.
Most of the pay and lifestyle discrepancies tend to reflect the relative size of
the firm and the atmosphere of the group. If you were working at a
commercial finance company and every other division left at 5 p.m. sharp on
Friday, you would have a tendency to do the same. With the 8 a.m. to 6 p.m.
lifestyle somewhat more prevalent in greater Corporate America, it comes as
little surprise that commercial finance shops do not expect all-nighters from
their analysts. Also, working every weekend is not usually expected of
analysts and associates at commercial financial companies and junior
resources are certainly not on call on weekends the way their investment
banking counterparts are. Still, while nobody will dispute that investment
banking analysts and associates work completely insane hours, it should be
noted that the hours in commercial finance are not a cakewalk either. When
closing a deal or in the middle of a long-due diligence process, a commercial
finance analyst can expect 80-hour workweeks.
Commercial finance companies also boast an overall more relaxed
atmosphere. Many former investment bankers come to these commercial
finance shops to find a more relaxed collegial atmosphere, with khakis and
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golf shirts as opposed to Hermes ties and Gucci loafers. Lunch outside the
office, as opposed to at ones desk, is a more typical occurrence at a
commercial finance company. For many, this lifestyle tradeoff of a
commercial finance atmosphere versus I-banking is worth every single
penny, and more.
Hedge Funds and Other Institutional

Investors
Hedge funds and institutional investors represent the buy-side of leveraged
finance. Responsible for a large amount of the growth in the leveraged loan
and high-yield bond markets, these investors are now placing billions of
dollars in the markets. As investors have chased places to put idle funds to
work, the markets have responded with more liquidity than ever, increasingly
complex products, and more innovative financial structures. Subsequently,
these investors have put the supply/demand equation into a serious
imbalance, thus making this an issuers market. Now, companies that would
ordinarily find themselves bankrupt in any other market are finding
themselves with multi-million dollar syndicated loans and high-yield bonds
at all-time record low interest rates.
One of the primary reasons institutional investors are interested in the
syndicated loan market and high-yield bond market is the relative value these
products offer to other asset classes. Furthermore, the products in these
markets trade off the underlying value of the creditthis means that a firm
typically only has to do their due diligence on a firm once, with the ability to
invest in multiple places in the capital structure of a firm. No longer are
investors limited to playing in either the equity of a company or the bond
debt; instead, they have a variety of options. Whereas one investor might be
interested in debt of a company, it might find the risk/reward tradeoff of the
security of a syndicated loan more appropriate to its risk appetite, as opposed
to an unsecured, higher-interest-paying senior note.
These same investors also have the option to play in the increasingly growing
bond and loan secondary markets, as these markets have also boomed due to
the rapid expansion of their primary markets. Investors tend towards the
leveraged loan and high-yield bond markets since they typically move
together. For example, if a company is downgraded by the rating agencies,
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thus suggesting that its risk profile is greater than its peers offering debt at a
similar interest rate, the trading levels of its leveraged loan and high-yield
bond are likely to fall to reflect this negative change. Institutional investors
anticipating this change might seek to sell their positions in these firms and/or
short these markets. This type of credit prowess rewards the institutional
investor that has done its homework.
Reflecting the global financial markets, institutional investors tend to be
located all across the globe. It is not uncommon for an investor to be located
in Miami Beach, FL, Los Angeles, CA, or Greenwich, CT. Organizationally,
these firms tend to run fairly lean, only hiring individuals that can add
immediate value to their firm. As a growing number are playing in both the
primary and secondary leveraged loan and high-yield bond markets, they are
seeking individuals with prior credit experience. Individuals working in
leveraged finance have become a highly sought after commodity for hedge
funds. Some of these funds play entirely in the leveraged finance markets,
while most of the large firms typically have a set amount of their assets under
management invested into the markets.
For these institutional investors, the gateway to entry into the leveraged loan
and high-yield bond market comes from either the firm originating the
transactions, or the firm administrating the transactions. When a leveraged
loan deal is structured, marketed, and syndicated many of these investors are
given the chance to invest in the loan. Similarly, when the high-yield bond is
marketed, these institutional investors are given the opportunity to buy into
these bonds. On the secondary side, as a firm finds an interest in the
outstanding leveraged loan or high-yield bond of a firm, it would call its
relationship manager at its investment bank to place a trade. When placing
such a trade, it is not atypical for the order amount to be multiple millions of
dollars. So a one-point move in the trading level of a position can have a
major financial impact on a firm.
Without league tables to rank the buy-side firms, it should be noted that the
major institutional investors in the high-yield bond market are typically
insurance corporations, money managers, and investment corporations, such
as Fidelity, PIMCO, and AIG. Though hedge funds play in this financial
market quite frequently, only the large ones are generally targeted in the
roadshow offering process. In contrast, on the leveraged loan side,
institutional investors tend to include all of the above players, as well as quite
a few hedge funds, including large firms like Highland Capital, Eaton Vance,
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Van Kampen, and SAC Capital. All of these investors, and more, are targeted
in the loan syndication process.
Culturally, it is tough to stereotype the institutional investor universe, as the
size and investment nature of the firm can have a dramatic impact on their
organization. (The Vault Career Guide to Hedge Funds is a good resource for
anyone seeking to understand more about these firms.) However, because
hedge funds generally represent an improvement in hours and, in some cases,
also represent a step up in pay, many former leveraged finance analysts and
associates seek careers at hedge funds. With a firm understanding of credit,
interaction with the leveraged finance markets, a wide arsenal of
relationships, and an understanding of a variety of transactions, the junior
resources at top-tier leveraged finance shops are frequently contacted by
headhunters and other placement professionals for positions at top-tier buyside shops. In these positions, these junior resources now become clients of
their former leveraged finance peers, investing in transactions they very well
might have structured when on the other side of the fence.
Private Equity and Financial Sponsors

Private equity firms are the final major player in the leveraged finance
markets (aside from the companies that actually issue the high-yield bonds or
leveraged loans). Typically using money from lending transactions in order
to buy firms, private equity shops are clients of those arranging leveraged
finance transactions. Often, their funds are also investors in their own and
others transactions, further illustrating their dependence on the leveraged
loan and high-yield bond markets.
When a private equity shop seeks to purchase a company through a leveraged
buyout, it typically attains a syndicated loan and/or a high yield bond from a
leveraged finance firm. Like individual homeowners who will pay 25% of
the purchase price from his or her own pocket and borrow the remaining 75%,
private equity shops also borrow money when executing an LBO (this
process is covered in greater detail in Chapter 5). With these borrowed funds,
private equity shops are able to leverage their own money and execute
market-changing transactions. At the center of this execution is the leveraged
finance firm, lining up this necessary financing.
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Whether large or small, leveraged finance firms typically line up in droves to

provide this financing, as it is generally a very large fee event for a firm. The
approximately $25 billion LBO of RJR Nabisco by KKR in 1989 (still the
most notable private equity transaction in the leveraged finance market
historically), generated hundreds of millions of dollars of fees for the lending
institutions. Since those early LBO days, with the rapid expansion of the
leveraged loan and high-yield bond market, there has been a flurry of buyout
activity. Numerous private equity firms have raised multi-billion dollar
investment funds in the past few years in order to continue to execute
multibillion dollar LBOs, such as the $15 billion purchase of Hertz, or the
$11.3 billion purchase of SunGard. With LBO volume nearly $150 billion
annually, up from $40 billion in 2000, and private equity fundraising volume
nearing $500 billion, up from approximately $200 billion in 2000, LBO
activity is only expected to continue long into the near future. Needless to
say, the field of leveraged finance is eagerly anticipating this activity.
No target is off-limits for private equity firms armed with such financing.
These firms will even enlist the bank accounts of rival firms in order to
execute mega-LBOs. Recent corporate divestitures and secondary buyout
activity, where a firm is bought by one private equity shop and later sold to
another, have also become a rapid source of expansion in the private equity
markets. Cross-border transactions have also boomed in the past few years.
Finally, auctions, where multiple private equity firms compete to win a
property have become a market standard for corporations seeking to find
the highest bidder. Needless to say, as the cash balances of these firms remain
robust, buyout activity will only continue to become more innovative and
aggressive.
Leveraged finance firms execute many other types of transactions for
financial-sponsor owned companies other than LBOs. Very common in
strong financial markets, many private equity shops will seek to take some of
their money off the table though leveraged loans or high-yield bond
dividend transactions. Financial sponsors also will execute the same
leveraged finance transactions for their portfolio companies as any other
corporation would, including debt refinancings, recapitalizations, IPO/spinoff financings, and M&A transactions.
Career-wise, private equity shops tend to be another major career alternative
for those in the leveraged finance field. An investment banking professional
who has completed the analyst program at a top-tier leveraged finance group
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seeking a slight career transition might seek out a two-year program with the
big names in private equity, including KKR, Blackstone, Bain Capital,
Madison Dearborn, Carlyle, Texas Pacific Group, Hicks Muse, JPMorgan
Partners, and Thomas H Lee. With financial-sponsor transaction experience,
a firm understanding of the lucrative buyout process, and interaction with the
leveraged finance markets, a career in private equity can be a comfortable
career fit for a former leveraged finance banker. Although the hours might
not be drastically better than the in investment banking, private equity firms
generally pay at the top end of the Wall Street scale, assist with MBA
applications to top-tier programs such as Wharton and Harvard Business
School, and many even allow carry in the firms funds (a share of the firms
profits). These are the typical reasons why some seek a change of pace into
the private equity field.
The leveraged finance players providing the bulk of the financing money for
private equity transactions also happen to be the firms with the largest balance
sheets and top-notch financial sponsor coverage teams. At the top of this list
are familiar leveraged finance names, such as JPMorgan, Deutsche Bank,
Bank of America, Citigroup, Credit Suisse, Goldman Sachs, and Lehman
Brothers. As the nature of LBO transactions tends to favor purchasing stable
companies (whose earnings can be used to pay of the loans used to purchase
the company), there tends to be more activity in the large cap space when it
comes to LBOs. The major leveraged finance players in the industry also
have the ability to offer their financial sponsor clients a wide variety of
financing solutions across both debt and equity markets, which is not typical
of a large commercial finance operation.
Still, though they do not generally compete in the large cap LBO space
because they place less emphasis on serving private equity shops, commercial
finance companies are active in the middle market LBO arena. Examples of
these include GE Antares, CIT Group, CapitalSource, Ableco-Dymas, and
Madison Capital.
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CHAPTER 3
As discussed earlier, there are two major financial products that drive the
leveraged finance industry: the leveraged loan and the high-yield bond. In
this chapter, we take a detailed look at the key characteristics and the issuing
process for the leveraged loan, and compare it to the high-yield bond.
It should also be noted that mezzanine capital also plays a part in the
leveraged finance industry, yet they are not typical of 99% of the industrys
transactions.
The Leveraged Loan

What it is
A leveraged loan is a loan arranged by a financial institution for an issuer,
which is syndicated to a broader set of investors. Leveraged loans range in
size from $1 million to $5-$7 billion and are generally arranged as part of a
financing package for an issuer. This instrument is almost always considered
senior secured debt (secured by the assets of the company), but on rare
occasions can be senior unsecured debt. Due to the need for material nonpublic information (such as forward-looking company financials) in order to
structure and complete a deal, the syndicated loan market is a private market.
Exceptionally large, the U.S. leveraged loan sees nearly half a trillion dollars
in annual new issuance volume, representing thousands of transactions.
Key characteristics
Underwritten vs. arranged: Leveraged loans are either arranged by a
financial institution on a best-efforts basis, where there is no guarantee that
a certain amount of financing will be raised, or they are arranged on an
underwritten basis, where the arranger provides the entire financing upfront
and syndicates its exposure to other firms. The former example can be
likened to the good old college try, whereas the latter example is a
guarantee to an issuer that it will receive a certain amount of funding.
Underwritten financings typically occur when a financing is necessary to a
certain event (such as an acquisition). Because of the large commitments of
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capital from financial institutions that are required for underwritten

financings, and because the arrangers of underwritten financings assume the
risk of syndicating the loan to investors, they are typically more expensive for
an issuer (the organization borrowing the loan) than a best-efforts loan. In
the best-efforts case, the financing firm is only responsible for the amount it
has itself committed to the transaction, not the entire amount.
Structure: Syndicated loans typically come in one of two forms: Revolving
credit (RC) facilities and term loans. They are generally issued together and
comprise the different tranches (pieces) of what is known as a loan
package. RC facilities are similar to credit cards, while term loans are
similar to a standard car loan:
The revolving credit facility: similar to credit cards
A revolving credit facility is an unfunded financial instrument that can be
drawn upon at the issuers discretion, just like a credit card. Also like a credit
card, RC facilities have annual administration costs, a fee for drawing on
them (similar to an APR for holding a balance) or an annual fee if unused.
RC facilities are usually provided by standard commercial banks, much like
the credit card industry.
At the end of their duration, the balance of a revolving credit facility is due,
just as with a credit card. Also like a credit card, an RC can also be refinanced
with a lower interest rate before the end of its duration. RC facilities are
generally rated by the major rating agencies, which like the credit score of an
individual in the credit card application process, typically plays a large role in
determining loan sizes and interest rates.
Unlike credit cards which have an essentially unending duration, RC facilities
are issued in durations of 5 to 7 years, based on an issuers needs. Also,
companies typically have only one revolving credit facility, whereas many
people have multiple credit cards. RC facilities are dominated in a specific
currency, whereas credit cards can be used across currencies. Finally, the RC
is a floating-rate instrument with a fixed rate spread above LIBOR (London
Interbank Offered Rate). Typically, the credit card has a fixed APR
percentage that does not fluctuate with any other interest rates.
The term loan: similar to car loans
The term loan is a fully funded instrument, which is drawn from the moment
it is issued, much like a car loan. In this case, there are no undrawn or drawn
fees, but annual administration fees do exist. Like a regular car loan, the term
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loan is issued for a duration of anywhere from 5 to 7 years, depending on the

needs of the issuer. Also like the car loan, the term loan is paid off over time
(amortization) with a balloon-payment at the end of its duration. However,
typically this annual rate of amortization is 1% of the loan, as opposed to
much higher rates for car payments. Finally, the term loan is also a rated
instrument by the rating agencies, which like an individuals credit score in
the car loan application process, will play a large role in determining loan
sizes and interest rates.
Unlike a car loan, term loans are generally invested in by institutional
investors, rather than commercial banks, hence why they are typically
referred to as institutional tranches. As with the RC facility, term loans are
also floating-rate instruments with a fixed rate paid above LIBOR (London
Interbank Offered Rate), as opposed to a fixed interest rate for a car payment.
There are a variety of term loans, including term loan As (issued to higherrated credits with shorter durations, typical commercial bank investors, and
larger amounts of amortization), term loan Bs (with longer durations,
institutional investors, and less amortization), and 2nd lien term loans (with
similar structures to term loan Bs, but with less security than other term
loans).
Process
There is a somewhat standard process involved when a company attempts to
issue a leveraged loan. In many cases, loans do not make it through this
process. Also, in many cases the terms of the loan are fundamentally altered
during the deal lifecycle.
A backup in a financial market can also keep a product from being executed.
During the high-yield market back-up of 2005, JPMorgan became notorious
for structuring and executing syndicated loan transactions that would take the
place of high-yield bonds for issuers. In this case, the process of issuing a
product must be somewhat flexible, as must be both the arranger and the
issuer.
For syndicated loans, the standard issuance process generally takes anywhere
from 8 to 12 weeks from pitch to close. Heres a look at the standard process:
a) The pitch: In this phase, a financing firm has proposed a leveraged
finance product to an issuer (a company). Through regular dialogue with
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the company, either a coverage team or a leveraged finance relationship

manager has found that a syndicated loan and/or high-yield bond might be
the right financial solution to the issuers needs. In such a case, the
coverage investment banker will bring along the appropriate people from
leveraged finance, including a senior member of an origination team and
a capital markets expert to pitch the financing idea to the client.
In this phase of the process, the pitch has generally gone through many late
night iterations in order to contain the most updated relevant market
information, comparable company analysis, pro forma company financial
models, financial product information, transaction timetables, cost
analysis, and credential slides. The pitch is a rough idea of the projected
financing structure and its cost to the issuers. As detailed private financial
information has not been shared by the company with the financial
institution at this point in the process, pitches are usually prepared with
public information from the companys web site, the SEC, and other
publicly available sources.
In a financial auction scenario, this part of the process would be when the
sell-side or M&A advisory firm has held a management presentation on
behalf of the corporation for sale, so that the bidders and their financing
firms can attend. In a similar process to the standard pitch phase, the sellside firm will walk through the basics of the company, including the
financial status, a history of the firm, a background of the management
team, and a general overview of their idea of a potential transaction,
including the size of potential debt tranches and even transaction
timetables.
b) Due diligence and transaction consideration: If the pitch process has
gone well, and the company decides to further explore the possibility of
issuing a loan, the company will release confidential financial and other
information to the financing firm, in order to get a better idea of the
specifics of the proposed transaction. At this same time, the financing firm
readies a list of due-diligence questions, while working with its internal
credit team. From here, the financing firm or firms will generally revisit
the issuer in order to kick the tires, while asking questions probing the
nature of the business. All of this is generally done to get a better feel for
whether the transaction is possible and what hiccups could occur during
the process.
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In a best-efforts financing, this due diligence is typically not as intense as

an underwritten financing would be. This is because in a best-efforts
financing, the financing firm would not be on the hook for the cash in the
event the firm releases damaging information or misses its projected
financial targets and the loan cannot be sold to investors. Also, because
best-efforts financings are usually done for investment-grade clients or as
routine refinancings for leveraged clients, the financing firms reputation is
generally not on the line in a best-efforts financing, while that can be in the
case of an underwritten financing.
The vast majority of transactions that make it through the pitch phase
generally make it through this due diligence phase.
c) Internal credit approvals: In order for any financial institution to
complete a leveraged finance transaction, an internal credit committee
must review and sign off on the proposed transaction. Also referred to as
an underwriting committee, this internal credit team is responsible for
protecting the firm from ill-advised deals and overly aggressive structures.
If it were entirely up to deal teams, deals of all sorts would be mandated
and would either struggle to find investors or get entirely hung in market.
Therefore, before signing any sort of financing agreement, the leveraged
finance origination teams must get the approval and sign-off of their
internal credit committee.
In order to get this approval, a credit deck outlining the company, its
market risks, the transaction, detailed financial models, and the potential
investors for the proposed transaction is assembled and brought to
committee, which reviews it in great detail. This process requires a lot of
back-and-forth between all parties, as the credit committee generally asks
probing questions that require the deal team to work with the issuing
company to figure out. Often, this includes revising financial models with
different scenarios, as well as conducting more outside market research
into competitors and similar deals that have been done. Once the credit
committee has approved a deal, a summary of terms and conditions will be
drafted by the financing firms lawyers and sent over to the company.
d) Winning the mandate: At this point in time, the company is usually
reviewing financing proposals from a variety of firms. With no clarity into
what any of the other firms have proposed and the idea of millions of
dollars of fees from a transaction, the deal teams will work very hard to
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push their credit committee to the extremes of what is acceptable. In some

cases, this means that a credit committee will not allow the transaction.
But the majority of transactions that do get approved by credit typically
end up being reviewed by the company.
From here, the company has the option of choosing one of the financing
proposals, choosing none of them, choosing multiple financing proposals,
or choosing a subset of the proposals and continuing to negotiate. In the
case of the large leveraged financings, clients will in most instances choose
more than one financing firm and make them all come to the same terms.
This creates a scenario in which the financial institutions involved are
referred to as joint bookrunners. Having multiple financing firms
involved is quite common for deals larger than $1 billion. For deals less
than $250 million, it is typical that one firm will win a mandate and
become a sole bookrunner.
It is difficult to estimate what percentage of the deals that make it to
mandate phase are won. For the very best large firms in non-auction
scenarios, a good majority of deals are won, say 60-75%. However, in the
auction scenario, this could be a 1 out of 10 hit rate for any firm, if not
worse. Auctions, in this sense, are much tougher to win. As a financial
sponsor seeks to bid on an issue, not only is it competing with other firms,
but the firm itself also finds the best financing source. As a result, there
might be 10 financial sponsor firms competing for a property and, if each
of them had three financing sources competing for their business, there
could be 30 different possible scenarios. Therefore, the auction process
might entail multiple rounds of bidding before a suitable suitor is chosen
and a mandate awarded.
Once a financing source has been chosen, the mandate is given. This
typically means that the financing firm and the company review the terms
and conditions and execute the financing papers. Underwritten financings
are typically long documents outlining the financial commitment given by
the financing firm, as well as the fees associated with the transaction.
These executed docs have time limits, so execution of the transaction at
this point is pretty imminent. From here, nearly all transactions are
launched, closed, and funded.
e) Transaction launch: Prior to the transaction going live, a number of
processes must be completed. A list of investors must be circulated, a
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confidential information memorandum outlining the company and the

transaction must be drafted, a sheet of terms must be readied for lenders to
review, and the formalities of those leading the transaction must be
decided. Each of these events is rather time-consuming; the entire
transaction launch period typically takes two to four weeks. Once these
processes are completed, the transaction goes live, which begins the period
where a transaction is in market.
At this point, the financial institutions salespeople begin making calls to
investors, while marketing materials about the transaction are circulated to
those interested in the transaction. The most important part these materials
is the confidential information memorandum (info memo). The info
memo is a large book outlining most everything about the transaction and
the company in great detail. The book often takes a few weeks to write and
rewrite with the help of company management. Once completed and
circulated, it becomes an investors primary source of investment
information. The info memo contains general guidance regarding the
indicative size, structure, pricing, and ratings of the new debt facilities.
This book also serves as a key starting point for the lenders presentation.
f) External presentations (rating agencies and lenders meetings): If
necessary, immediately before or after the launch of the transaction the
company will go to the rating agencies (Moodys and Standard & Poors)
to have its new facilities reviewed. This process typically entails a severalhour presentation (prepared by the financing firm or firms) by the company
management to the rating agencies. The rating agencies will take this
information into consideration, spend a few days digesting the presentation
while requesting additional information from the company, and come to a
conclusion about the ratings of the companys debt. This process is
definitely closed-door rating agencies do not reveal their methodologies
for arriving at ratings. However, with a substantial amount of experience
in this field, it is not uncommon for the seasoned leveraged finance firms
to be able to predict these ratings with great accuracy beforehand.
The ratings of the company are probably the most crucial part of the loan
structuring and syndication process. Investors look to these ratings to see
what similarly rated credits exist and whether or not this is a safe and/or
favorable investment. As CLOs and CDOs must meet certain investment
criteria in ratings categories, the ratings outcome can determine whether or
not they can invest in a credit. Even the financing firm waits in
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anticipation of the ratings decisions, as this will absolutely affect the

indicative structure and pricing of the facilities. A poor rating can
dramatically alter the attractiveness of a certain credit and its potential
success in the market.
Because this is such a crucial piece of the process for its clients, the largest
firms have a rating agency team to help with the process. This team is also
intricately involved with the leveraged finance team when proposing
capital structures and advising the most optimal debt transactions for
clients. Quite often, their expertise and assistance in the process saves
clients millions of unnecessary dollars.
The lenders meeting is also a major part of the in-market process. These
meetings generally take place for new debt facilities and event-driven
financings (in other situations, a conference call with lenders, rather than a
meeting usually suffices). The lenders meeting is organized by the
financing firm at a local hotel or conference venue where all of the relevant
company and transaction information will be discussed. Investors who
have been invited into the transaction attend the presentation, where they
are able to evaluate the company, the management team, and the
transaction more accurately. Scheduled a week or so after the transaction
has been in market, this is often the first time investors truly take a look at
the information and is a good way to get everyone excited about it. During
the presentation at the lenders meeting (which has been prepared by the
financing firm and the company management), the management team will
speak in depth about the company, its future, and its financial status. The
financing firm will then talk about the financial transaction and will direct
Q&A accordingly.
g) Investor evaluation process: For one to two weeks following the lenders
meeting (or conference call), armed with all of the relevant information
related to the loan, investors will review the transaction with their internal
credit committees and decide whether or not to invest. They will perform
their own due diligence, calling the financing firm and the company in
order to ask questions. They will build their own financial models based
on the financial information given in the information memorandum and the
lenders presentation.
This part of the process is generally a quiet period for the financing firm.
However, investors will call the analyst or associate from the leveraged
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finance deal team or the sales team to ask follow-up questions. Likewise,
the leveraged finance sales team will regularly contact investors in order to
check on their investment status. In the event they have decided to invest,
they will call their sales contact at the finance firm and indicate their
commitment amount to the transaction. In the case of the large firms and
the bigger transactions, this commitment is often on the order of tens or
hundreds of millions of dollars.
h) Investor commitment period: As these commitments trickle or flood in
(depending on how enthusiastic investors are) the book is built. From
here, the sales and capital markets teams meet on a regular basis to give
periodic syndication updates to the company. As the commitments are
finalized and the commitment deadline passes, the sales team, capital
markets group, and structuring team will sit down to review the
transaction. At this point in time, transactions often change in price and/or
structure.
In the event that the commitments greatly exceed the amount of the
facilities (what is commonly referred to as oversubscription), the pricing
will commonly be reduced or the structure will be altered to be more
favorable for the issuer. This oversubscription happens for a variety of
reasons, including when ratings come out more favorable than expected,
the management team wows investors, the company is a popular credit,
or even just when the market is hot and investors are sitting on idle cash
balances. Price reverse-flexing is quite common to adjust the pricing to
what the market will accept. At this time, the new terms are recirculated
and investors are given a chance to alter their commitment amounts.
It is not common that the commitments wont meet the amount of the
facilities, since the sales team is constantly in touch with investors and will
be able to predict if/when a transaction might struggle. Subsequently, the
sales team will liaison with the leveraged finance origination team to adjust
the terms before the commitment deadline is met. In this case the
leveraged finance team works with the company, the capital markets
group, and the sales force to adjust the terms in a variety of ways, including
extending the commitment deadline, inviting more lenders, increasing the
pricing, adding call-protection, increasing the upfront fees paid to lenders,
or even downsizing the facilities. The acceptable flexing of the
transaction is typically outlined in the commitment papers and agreed upon
with the company well before the in-market period. As a price flex of 25
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basis points (.25% in interest) on a $1.0 billion facility can mean an

incremental cost of $2.5 million in interest annually over a 5 to 7 year
facility life, these flex terms are often heavily scrutinized.
In a worst-case scenarioan underwritten financing that has come up
shortthe financing firm will use the commitments it has from other firms
in the syndicate and will foot the rest of the bill. Much like splitting a
check at dinner, the person holding the check might be left with the balance
of the bill if it is not able to syndicate the entire amount. Naturally, after
the transaction has closed, the financing firm might try to sell its position
in the secondary market at a discount, in order to rid itself of any
unnecessary exposure.
i) Credit agreement finalization: After the transaction has been finalized, a
credit agreement summarizing all of the terms of the transaction is sent to
lenders, where it is reviewed, signed, and sent back to the financing firm.
This is the master document to all syndicated loans and is absolutely
necessary for a syndication to exist.
j) Closing and funding: After the credit agreement has been signed, the deal
closes and, in the case of a term loan, is funded. Appropriate fees are paid
to the financing firm and the lenders from the company. The financing firm
collects all of the funds-flow information from the lenders and organizes all
of this documentation for its back-office administration team. From here,
the funds are wired from the lenders into a bank account for the company.
In the case of the revolving credit facility, these accounts are set up and
ready to be drawn upon in the event that the funds are needed.
At this point in time, if the transaction is a landmark deal or a major
corporate event, it is typical for the financing firm to design and distribute
deal toys commemorating the successful execution of the deal. These deal
toys often take the form of something unique to the company. For
example, in the case of an NFL football team, the toy might be a players
helmet or actual NFL football with the deal information inscribed right on
the front. If truly a celebratory occasion, a closing dinner might be held at
a nice restaurant for all of the major players involved in the transaction.
Both are ways that the financing firm expresses its appreciation for the
financing business.
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The High-Yield Bond

What it is
A high-yield bond, like a leveraged loan, is a funded financial instrument
issued by a corporation for a variety of purposes (acquisitions, capital
improvements, etc.). Unlike the leveraged loan market, the high-yield bond
market is a public market and the high-yield bond is a registered security with
the Securities and Exchange Commission.
Because investors in public markets have restrictions on the amount of
confidential information about a company they can have, the fact that the
high-yield bond market is a public market can prevent a firm from investing
in the same company in both the leveraged loan and the high-yield bond
markets, unless it utilizes only publicly available information when deciding
to invest in the high-yield bond. If a bond is issued privately, with private
financial information, it is referred to as a private placement and is
marketed and sold to a smaller set of financial institutions.
Key characteristics
High-yield bonds are typically fixed interest rate products that exist for 7 to
10 years on the market. The bonds are non-amortizing and are generally noncallable by the issuer for four to five years of their life, at which time the
issuer will have the opportunity to repurchase them. As the companies that
issue high-yield bonds are relatively large, the typical high-yield bond
issuance is greater than $100 million. The high-yield bond can come in a
variety of forms from senior secured debt to unsecured notes, subordinated
notes, discount notes, floating rate notes, and holding company notes.
The high-yield bond secondary market is slightly more complex than that of
the syndicated loan market and is generally more active. High-yield bond
trading levels often correlate with the frequent movements in the equity
markets and the overall general direction of these levels is reflected in the
syndicated loan market. Initially brought to fame and dominated in the 1980s
by Drexel Burnhams Michael Milken, annual new issuance market volumes
in the high-yield bond market have grown to nearly $100 billion per year.

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Process
The process for marketing a high-yield bond is largely similar to that of a
syndicated loan in that a transaction is pitched, structured, marketed, and sold to
investors. With the exception of the roadshow (a period during which the
financial institution and the issuing company travel to meet with investors), which
takes the place of the lenders meeting for syndicated loans, the high-yield bond
issuing process is typically more condensed than that of a syndicated loan. The
Vault Career Guide to Investment Banking (Chapter 6: Stock and Bond Offerings)
provides a comprehensive step-by-step overview of the bond offering process.
Capital Structures
When structuring a financing transaction, such as a high-yield bond or a
syndicated loan, it is not uncommon for a client to have prior outstanding
debt. Whether this consists of current liabilities from an accounts payable
system or other outstanding syndicated loans, existing debt can be
dramatically impacted when new debt is placed within a capital structure.
For example, debt that could have been easily repaid in the event of a forced
liquidation might lose its place entirely on the payback schedule, if more
senior debt is placed ahead of it in the capital structure. For this reason and
many others, it is important to understand where debt fits into capital structures.
A comprehensive capital structure would look like the following:
1st lien debt (Syndicated loans)
+ 2nd lien debt (2nd lien syndicated loans)
+ Other Senior Secured debt (Senior secured notes)
Total Senior Secured debt
+ Senior Notes (Senior notes)
+ Other Senior debt
= Total Senior debt
+ Subordinated debt (Senior Subordinated notes, Discount notes, and Holdco notes)
+ Other debt (Other debt financing)
= Total debt
+ Common Equity
= Total Capitalization
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Leveraged Finance Groups

CHAPTER 4
This chapter provides an overview of each major group within the world of
leveraged finance and each groups purpose, role and lifestyle, as well as
where each group fits into their larger organizations.
Structuring/Origination
In a role that can be very closely compared to investment banking coverage,
those in leveraged finance structuring/origination functions are primarily
concerned with generating revenues for the firm. When a leveraged finance
organization has a specific group dedicated to structuring and origination, this
teams focus will be successfully closing as many transactions as possible, as
more deals equals more revenue. In this sense, these groups operate as welloiled machines: Pitch Win Execute Close Repeat.
There are typically four players in most deal teams: a managing director, a
vice president, an associate, and an analyst. In complex deal situations, there
can be numerous analysts, whereas in the routine debt refinancing, there
might only be a managing director and a top performing analyst. In this
situation, the managing director will source the deal and oversee the process,
while the analyst does most of the heavy lifting. The nuances of each role are
covered more in depth in Chapter 9 of this guide.
The structuring and origination function is the heart of leveraged finance.
Lifestyles are typically hectic, as different deals are managed in a variety of
stages. This lifestyle has been described as a zoo on fire, as the deal team
is constantly managing a very wide variety of people and processes.
However, with this significant and never-ending responsibility comes a sense
of pride, as this function is often recognized as leading the battle cry and
delivering financial results.
Credit/Risk
Whereas the main function of the structuring/origination deal teams is to
bring in deals, the credit/risk teams are focused on protecting the firms
balance sheet. Well before a deal ever goes to market and typically before it
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is ever pitched, a deal team must seek the approval of the transaction with its
internal credit committee. This generally involves a very intense analysis of
the terms and conditions of a deal and an understanding of the risks of a
transaction. As the firm is typically a holder of a piece of the debt of every
transaction it structures, this team takes a much longer-term view of the
credits it analyzes. Although deal teams are undertaking initial underwriting
risk, this risk generally lasts 6 to 8 weeks until a deal is closed, as opposed to
the 5- to 7-year deal life, which the credit committee must deal with.
In order to underwrite a transaction, a deal team works with a credit team
quite intensely during the structuring of a deal. This credit team sets
expectations for the deal team, in terms of the expected hold position the
firm will take, as well as the terms and conditions that the firm must have in
its legal documents. In order to meet these needs and assist with the credit
approval process, the deal teams generally put together credit decks, which
can range from 20 to more than 100 pages of analysis on a target company,
its industry, its peers, its financial performance, and the proposed transaction.
Whereas a deal team in leveraged finance might have four members (MD, VP,
associate and analyst), it is generally uncommon for that deal team to have
more than one credit executive working with the deal team. Along with the
deal team, the credit executive will take the deal to committee where it is
given the final seal of approval before any legally binding contracts are
signed. This credit committee has the ultimate responsibility for the
transaction. As the firms internal balance sheet police, they serve an often
thankless but exceptionally important role, primarily because a deal team
often views them as yet another hurdle they must overcome in the pursuit of
fees; these credit teams are rarely recognized when deals are successful, yet
are often scrutinized when deals fail.
All investors have internal credit teams or executives who make decisions to
invest in credits. During the investor commitment period in the deal
lifecycle, these credits are analyzed by those internal credit committees.
Even the rating agencies use a similar understanding of the deal to make a
ratings assessment. Because of the importance of being able to analyze credit
risk, thorough training in credit analysis can lead to many career options in
the world of leveraged finance.
Credit/risk also monitors a number of important trends throughout the firm.
The group generally works with the corporate banking team to understand the
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amount of exposure the firm has to different types of risk. Savvy credit teams
monitor trends and standards in the debt markets in order to prevent erosion
in the terms and conditions being offered by the leveraged finance firm to
clients. (Naturally, if it were up to the deal teams or clients, these terms
would be extremely investor-friendly, in order to guarantee that a deal gets
done and the fees get paid.) Credit is also the team that gets involved when
an underwritten deal gets hung in the financial markets and the leveraged
finance firm is stuck footing the bill. Credit executives are generally from
structuring/origination, corporate banking, or another side of the firm, and are
seasoned professionals.
The lifestyle in the credit/risk group is more similar to that of a Fortune 500
corporate finance group than an investment bank. Without the incentive of
massive fees driving their bonus checks, credit/risk professionals generally
work more normal hours, such as 8 a.m. to 7 p.m., with few weekends. When
a complex deal is coming through the pipeline, or a deal needs a last minute
approval, it is possible that a credit executive would work until 10 p.m.
However, that is the exception rather than the rule.
Ratings and Capital Structure Advisory

Ratings are a major function of the leveraged finance process. A slight
upgrade in a rating can mean an issuer is considered investment grade rather
than high yield, and thus has access to wider range of financial markets. A
slight downgrade in its ratings and that same issuer could be spending
millions of unnecessary dollars in interest expense. Therefore, many large
leveraged finance shops have groups solely dedicated to working with deal
teams to help engineer the most financially optimal transactions at the least
possible expense to the client. These teams have a thorough understanding of
the rating agencies methodologies and how simple changes in a companys
capital structure can change the issuers cost of debt.
These teams are generally part of the corporate finance investment banking
platform, but are not always organized under the leveraged finance umbrella.
However, because of the sheer volume of capital structure work that
originates from the leveraged finance group, the ratings and capital structure
advisory teams work quite frequently with their leveraged finance colleagues.
Typically, a dedicated ratings specialist will attend client pitches, playing a
major role in delivering the firms financing proposal. This same professional
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will also work very closely with the deal teams when structuring the ratings
agency presentation and prepping the company management. This ratings
team will often pre-calculate expected costs of debt based on the credit profile
of the firm and its peers, as well as expected scenarios based on ratings
outcomes. For a CFO or a treasurer, this kind of knowledge is invaluable
when planning for the companys future.
Organizationally, these teams tend to be much smaller than their leveraged
finance counterparts. Whereas a firm might have 100+ professionals
dedicated to structuring and originating transactions, it might only have 10 to
15 ratings professionals. As these professionals are usually paired with deal
teams on transactions in the pitching and ratings process, they tend to work
the standard long hours of their corporate finance peers and can usually
expect the exact same compensation. With a position that affords intense
analysis of companies and many potential scenarios, this job tends to be both
quite analytical and thought-provoking in nature.
Corporate Banking
While the coverage and leveraged finance groups pitch and execute deals, the
corporate banking team keeps tabs on the industry and monitors clients.
Professionals in this group maintain relationships with each of the borrowers
and collect information in order to monitor the credit profile of a typical
client. At any given moment, a corporate banker should be able to tell you
their firms outstanding and potential financial exposure to a specific client.
In terms of leveraged finance, a corporate banker should be able to tell a deal
team the current outstanding balance of a clients revolving credit facility
and/or term loan. This sort of knowledge, as well as their industry
understanding, makes corporate bankers valuable to both deal teams and
credit/risk teams.
When putting together pitches and internal credit presentations, leveraged
finance teams almost always include comparable transactions of industry
peers, as well as financial information about the client. This is where
corporate bankers come in. Not only do they know about the transactions of
industry peers, but they generally have a lot of industry knowledge about the
peers and can comment on them. As for financial information on the client,
the corporate banking team maintains updated financials based on quarterly
reporting associated with syndicated loan facilities and/or SEC filings.
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The corporate banking role extends into a client management relationship.

For example, if a company wants to draw money on their syndicated loan
facilities, it will generally call its corporate banker. Once a deal is completed,
it is generally the corporate banker who manages the non-pitching
relationship. While the coverage and leveraged finance teams often call the
client in order to generate fees for the firm, the corporate banking group
works to maintain the existing relationship. However, this boundary can be
blurry-the best investment bankers will maintain an open dialogue with a
client to temper the sales nature of pitching. In order to best maintain these
client relationships, many investment banks place their corporate banking
teams in appropriate regional offices so that they can be geographically close
to their clients.
Organized into industry coverage teams, the corporate banking group is
usually a part of corporate finance investment banking. However, without
pitching and deal execution defining as much of their job, junior resources in
corporate banking generally have a better lifestyle than their corporate
finance peers. Although they do work on various parts of the deal process,
including the pitches, revenue generation is not the corporate banking groups
primary function, and thus, analysts and associates typically do not pull allnighters for a deck of slides. The lifestyle tends to be a little less hectic and
involves a more steady and predictable workflow.
However, it should be noted that workload in corporate banking becomes
heavier when clients report quarterly financial performance. Also, corporate
banking teams in hot sectors tend to be quite busy. For example, as Ford
and GM underwent substantial erosion in the financial performance recently,
transportation corporate banking teams became very active, following the
industry events and assisting deal teams with pitches.
Capital Markets
Capital markets can be considered as sandwiched between corporate finance
investment banking and sales & trading. At most firms, this is the group that
will conduct research on a financial market, passing along this information to
deal teams in order to provide deal structuring advice. At smaller firms, this
role is partnered with sales responsibilitiescapital markets professionals at
these firms not only conduct research on financial markets, but also work
with investors in order to sell the product. However, at the most active
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leveraged finance shops, the capital markets role is more the former than the
latter, primarily concerned with understanding the day-to-day activity in a
financial market and being able to synthesize this activity for deal teams and
clients.
Capital markets professionals are particularly important in the leveraged
finance field. A talented capital markets person will understand market
trends, be able to communicate these on an issuer-by-issuer basis, have a
thorough knowledge of recent transactions, and also have a broad
understanding of the financial markets in general. Professionals in capital
markets work very closely with leveraged finance deal teams in order to
generate ideas, provide advice on interest rates and structuring solutions, and
even give periodic market updates as requested by clients. A great capital
markets professional makes the life of the deal teams and sales teams
substantially easier.
Because they have their hands in nearly all aspects of the deal process, capital
markets professionals often experience their jobs as daylong firedrills. As it
requires gathering a vast amount of knowledge from a wide variety of people,
the job is a seemingly never-ending rollercoaster of events. A capital markets
professional might give a market update to a client in the morning, attend a
lenders presentation over lunch, and get dialed in to multiple pitches or
attend numerous deal-team sit-downs for upcoming deals in the afternoon.
The pace of the job is furious, but it generally slows down after the markets
close and clients have gone home. As for weekend work, there is always
plenty to dodeal teams are continually seeking guidance for the next
upcoming major transaction, or prepping for Monday morning firmwide
market update calls.
Capital markets professionals tend to be former structuring professionals who
rely on the breadth of their previous experience. Junior capital markets
resources generally serve something of an analytical and research-oriented
function. (This should not to be confused with equity or high-yield research
teams, which are totally different functions altogether. The type of research
capital markets performs is more trend-oriented and/or comparable
transaction-oriented, rather than the intense financial modeling of specific
companies or financial products that is the work of the other research
functions.) These capital markets teams also maintain league tables (industry
rankings), a variety of market update slides, and transaction case studies. As
deal teams are often asked by clients, what other transactions like this are out
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there, a capital markets professional will try to already have a slide of

comparables ready and waiting.
The lifestyle of capital markets appeals to those who enjoy having diverse job
responsibilities. With an endless list of requests from teams, presentations to
attend, and conference calls to take part in, time and priority management are
critical in order to maintain sanity. Also, as the gateway to the financial
markets, this person needs to be an encyclopedia of past transactions in order
to give the best guidance possible to deal teams. Capital markets is definitely
not the place for those seeking a quiet cubicle with intense financial
modeling. It is also generally not a career path for those junior resources
interested in moving to private equity. However, it is definitely a place for
someone seeking a springboard into sales & trading or even an opportunity at
a hedge fund.
Syndicated Loan Sales & Trading

(Primary and Secondary)
Syndicated loan sales & trading is a fairly complicated operation. How it is
structured and set up varies from firm to firm. As the syndicated loan market
is a private market (issuers need not register with the SEC when issuing
securities), investors can find themselves in an interesting predicament: if
they receive private information such as forward-looking company financials,
they are not able to use this information to invest in other markets and/or
other products of an issuer (such as the companys stock or bonds issued by
the company). However, if they remain public-side investors, they are not
able to gain the insight into a credit that their peers are. Because leveraged
loan origination teams sit on the private side of the wall, how a firm organizes
its sales & trading operation can dictate a lot about its potential success.
Most firms organize their syndicated loan sales & trading platform into two
groups: primary and secondary. The primary team works closely with the
capital markets team (and is often considered one and the same) on a daily
basis. As deals are proposed, the sales team will have insight into investor
feedback, helping their capital markets counterparts understand market trends
for future transactions. As deals are structured, the sales team is responsible
for distributing and allocating these syndicated loans to investors. Like any
other sales force, these relationships define their success. These primary loan

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sales personnel also work closely with leveraged finance origination teams to
understand the nuances of transactions, in order to answer investor questions,
as well as judge investor appetite for certain transactions.
The secondary loan market is arranged quite differently. As trading now
becomes a part of the equation, firms have organized platforms to meet the
needs of their investors. Secondary loan sales personnel work with investors,
as well as their own internal research teams, to generate trading transactions
and ideas. Once structured, this information is passed along to the trading
team, which executes the trade. In these markets, some credits are especially
active and pique the interest of investors on a regular basis. Other credits are
less active and investors take more of a buy-and-hold strategy. Naturally, the
firms that generate the most secondary trading volume are either the premier
players in the primary leveraged finance markets and/or are the big players in
sales & tradingJPMorgan, Credit Suisse, Citigroup, Deutsche Bank,
Goldman Sachs, Bank of America, Lehman Brothers, and Morgan Stanley.
When compared to other markets, movements in the secondary loan market
are not as extreme. For a loan to move 2 pts from 102 to 100 within a period
of a week would be considered a large event. Like their high-yield
counterparts, loans also move in 1/8ths. However, unlike their high-yield and
equity counterparts, loans are generally less volatile, since they are based on
the creditworthiness of a company, which, too, is less volatile. Furthermore,
investors in these loan markets typically take very large longer-term positions
in the multiple millions of dollars, which dwarfs the average hold size and
period of equity holders. With this hold position in mind, a simple 1/8th
movement can mean millions of dollars in loss or gain, which explains why
investors in this market are usually not interested in too much volatility.
In the past decade the secondary loan trading market has truly expanded.
With annual trading volume increasing every year and nearing $200 billion
(versus just $30 billion in 1995), this market continues to flourish. In tandem
with the rapid growth in the primary market discussed earlier, the syndicated
loan market is quite a formidable presence and a place of true financial
opportunity.
The culture and the lifestyle of secondary syndicated loan sales & trading
teams is similar to that of other S&T groups: intense work right before and as
soon as the market opens and throughout the day, but only a little bit of clean-
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up work once markets close and on weekends. In general, the best hours on
Wall Street, as long as you dont mind early mornings.
High-Yield Bond Sales & Trading

High-yield bond sales & trading is a fast-paced day of market-making,
bringing clients together and executing multi-million dollar transactions.
Like the equity markets, the high-yield bond market is public, exceptionally
liquid, and moves at a rapid pace. (For more information on sales and trading
careers, see the Vault Career Guide to Sales & Trading.)
Because the high-yield bond market is public, leveraged finance teams rarely
interact with the high-yield sales & trading platform. Much of the
information related to the market can be gained from online information
sources, there is little need to call a sales-trader for current market trading
levels. Furthermore, by the time current market information is delivered to a
client, it runs the risk of being somewhat stale.
As with primary loan sales, typically the only times deal teams interact with
sales teams is during a new offering (either a new issuance or a tender offer),
when trying to gauge investor feedback to a new issuance. Aside from this
interaction, most leveraged finance teams simply work with their capital
markets colleagues, as opposed to the sales teams. Because the capital
markets teams are very up-to-date on the markets, most of the information
that leveraged finance teams need can be obtained from this team.

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The Transactions
CHAPTER 5
Leveraged finance teams work with a wide variety of types of transactions,
including very high-profile event-driven financings, such as LBOs, corporate
restructurings, and spin-off financings, as well as the routine debt
refinancings. However, each type plays a key role in the debt capital markets,
as well as the field of leveraged finance. Just as many individuals have debt
in multiple forms like credit card loans and house mortgages, so do most large
companies.
The Leveraged Buyout

The leveraged buyout is widely considered the premier leveraged finance
transaction. Ever since the landmark RJR Nabisco LBO, very few other
transactions command as much respect on Wall Street as the LBO. Firms
have built leveraged finance platforms and coverage teams for the sole
purpose of servicing the needs of their high-profile LBO/private equity fund
clients. There are even specific league tables that rank the firms that provide
the most financing for these deals. In short, the LBO is the flagship leveraged
finance deal.
To the leveraged finance firm, an LBO represents a potentially extremely
profitable transaction and a chance to interact with the firms most profitable
clients: financial sponsors. To the financial sponsor, the leveraged finance
shops represent access to financing markets and the cheapest form of capital:
debt. To the LBO targets, a properly executed LBO can represent millions of
dollars in interest saved over the already burdensome proposed debt. For all
parties involved, the LBO is a big deal.
Either referred to as a go private (when a publicly traded company is
acquired via an LBO and subsequently taken private), an MBO
(management buyout, where the company is taken private by the
management of a firm) or just an LBO, the transaction generally involves a
mixture of roughly 25% equity and 75% debt. Equity typically takes the form
of a large check written by a financial sponsor and debt takes the form of
syndicated loans and high-yield bonds. As financial sponsors are always
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The Transactions
financing firms are seeking the exact opposite, there is always a struggle
between the two when it comes to the debt/equity ratio.
With hundreds of LBOs executed every year, the competition among leveraged
finance firms for these deals is intense. As the financial sponsor coverage teams
from investment banks maintain relationships with their clients, the leveraged
finance teams are busy negotiating and executing the transactions their coverage
teams have provided. Because of the sheer volume of business, leveraged
finance divisions will often have their own financial sponsor subgroups that
work exclusively with these LBO/private equity clients. The biggest players in
the financings of LBOs tend to be a mixture of the biggest leveraged finance
operations, as well as the pure investment banks with topnotch financial sponsor
coverage teams. The top firms in terms of providing LBO financings are:
JPMorgan, Credit Suisse, Deutsche Bank, Lehman, and Bank of America.
Since the RJR deal, there have been quite a few notable LBOs. Since 2004, the
second (Hertz), third (SunGard), and fourth (Boise Cascade) largest LBOs have
been executed by premier private equity shops. LBO volume continues to surge,
with private equity cash balances and interest rates as the only potentially limiting
factors in buyout activity. Furthermore, almost every stable firm is a target;
household names that have been purchased in the last few years through LBOs
include Dunkin Brands, Burger King, Sealy, MGM, and Wyndham International.
The LBO: Like Buying and Renting a House

On a very simplistic level, the LBO can be compared to purchasing a
house for the purpose of renting it. Sounds easy, right? Well, it is. Say
that you decide to purchase a 5-bedroom $400,000 house on a college
campus with the idea that you are going to rent it to college students to
cover the mortgage payment. Your idea is that these students will pay
for the mortgage payment and you will own the home, once they have
paid it off for you.
In order to execute the transaction, typically you (the financial sponsor)
would go to a bank (leveraged finance firm) to get a loan in order to
purchase the house (target company). You would put in about 25% of
your money into the deal; the other 75% would be the loan (analogous
to a leveraged loan or a high-yield bond) from your bank. You would pay
your real estate broker (the M&A buy-side firm) for helping you value the
company and the current owner would pay its real estate broker (M&A
sell-side firm). Finally, upon closing, you would pay the bank the closing
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The Transactions
costs (underwriting fees paid to the financing firm) and the bank would
wire funds to you. Once the transaction is executed and the house is
purchased, you are on your way to an LBO.
From here, let us assume that you find some college students to rent your
house. With the money that you charge them, you are able to pay your
monthly mortgage payment. Every month that goes by, you are paying
more principal and less interest on the debt. After all of these payments
are made, the debt is gone and the only financing piece that remains from
the original transaction is the equity check you put into the house.
However, (drum roll, please) this is now worth 100% of the capital
structure, rather than its original 25%. Your $100k is now worth $400k.
Much like the LBO target company that pays the newfound debt created by
the LBO with its operating earnings, the renters of the house have paid off
your debt. The financial sponsor now owns a company by adding leverage
to the capital structure. You now own a home by virtually doing the same.
However, in the case of an LBO, there is typically a 5- to 10-year full payout
timeline, not a 25-year mortgage timeline.
Even in the case that it takes you 20+ years to complete this transaction,
this $300k gain is a phenomenal return on your investment. However, it
is also likely that the property has appreciated and your financial gain is
even larger. In the case of financial sponsors, they too will seek this
appreciation in the form of improving the companys existing operations
and juicing their return even more. They will reduce costs, improve
sales, and unlock as much value from the company as possible. They will
often be able to pay off the debt sooner than expected and refinance the
loan with a lower interest rate, while executing a dividend transaction to
reduce the money they have on the table.
Now, imagine if you were able to do that for billion dollar companies, not
just $400,000 houses. Take it one step further: your firm allows you to
invest some of your own money in the fund. The returns would be
outstanding and so would your personal financial situation. Welcome to
the world of private equity and leveraged buyouts.
The leveraged finance platform plays a key role in financing these targets.
As regular clients to the firm, financial sponsors interact with the premier
leveraged finance shops on a daily basis, for both target LBOs as well as
existing portfolio companies. As individuals do when buying homes,
financial sponsors shop around for the best financing cost and terms. For
them, this is a fixed pie equationthe more they spend on debt, the less
money they make. Negotiations between the PE shops and leveraged
finance firms are intense, but in the end, usually successful for both.

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The Transactions
The Corporate Restructuring

Another of the landmark transactions executed in leveraged finance is the
corporate restructuring. Have you ever flown on United Airlines? Have you ever
heard of Interstate Bakeries Corporation? (If not, you probably have heard of its
brandsTwinkies, Wonder Bread, and Ding Dongs, to name a few.) These are
two prime examples of companies that have worked with the federal bankruptcy
court in order to avoid liquidation. They both have required debt financing
packages that gave them the ability to operate while in Chapter 11 bankruptcy.
Where did this financing come from? You guessed ita leveraged finance firm.
Commonly structured in the form of

debtor-in-possession (DIP) loans, these
financing packages are very risky for a
leveraged finance firm to arrange and
thus exemplify the equation of risk =
reward. Needing guaranteed
financing, these struggling clients
must have an underwritten financing
package capable of helping them
operate without sinking them in
astronomically high interest rate costs.
Therefore, they offer what little they
have as incentivethey place the
assets of their firm as collateral for the
loan. If the firm must be liquidated,
the assets will be sold and will be paid
to the most senior debt holders first.
These debt holders are the investors in
the DIP financing.
Not only is this transaction already a risk for a leveraged finance shop, but the
financing firm is knowingly taking this risk on a company that has a not-sopretty financial track record. (Airlines are popular in the restructuring world.)
However, the reward for this risk comes in extraordinary large fees upon exit
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The Transactions
of bankruptcy, as well as a rock-solid financial relationship for what will

undoubtedly be numerous large fee events in the near future (IPO, bond
offerings, M&A advisory work, restructuring advisory fees, etc.).
On the whole, restructuring work is generally advisory in nature, and is geared
towards helping firms rethink their operations in order to reinvent themselves.
However, a key portion of this reinvention is having the money to stay afloat and
either avoid or exit bankruptcy, which is precisely where a leveraged finance
firm comes into play. Unlike the process-orientation of a typical leveraged
finance deal, the corporate restructuring tends to be a much longer process, more
similar to a coverage role than a leveraged finance role. Not only must the
financing firm work with the client, but it also must work with the federal
bankruptcy court and numerous legal teams, often with the distractions of
lobbyist firms and labor unions. The three major players in this mixture of
advisory and financing are JPMorgan, Citigroup, and General Electric.
Other Event-Driven Financings

Aside from the LBO and corporate restructuring, there are a number of other
types of event-driven financings. What is meant by event-driven? These are
financings that are pursued In order to execute a separate transaction and are
contingent upon, or work in tandem with, this other financial event. These
events include acquisitions, IPOs, recapitalizations, acquisition financings,
spin-offs, and divestitures.
Generally, these financings change the financial makeup of a company and
subsequently are the more complicated leveraged finance deals to arrange.
They are often composed of a revolving credit facility, institutional term loan,
and high-yield bond. In some cases, the financing package can span both the
debt and equity markets, which is definitely a challenge for even the most
sophisticated financing institutions. Due to the importance of the financing
in order for the transaction to occur, nearly all event-driven transactions are
underwritten by the leveraged finance firms.
Event-driven financings are often very profitable deals and typically stem
from a strong relationship with a client. The origin of this kind of deal more
often than not comes from the coverage side of the investment bank. For
example, the coverage team pitches a spin-off to a client and, based on the
profile of the company, has determined that the appropriate debt financing
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must accompany it. When the M&A market is hot, the leveraged finance
market generally is too. Furthermore, even if the final product to merge a
company is an equity-related issuance, a bridge financing will often be set up
by the leveraged finance team before that transaction takes place. In the case
of many high-yield bonds, bridge transactions are executed in order to
provide a company with the immediate financing it needs, while the financing
firm waits for the high-yield bonds to close in the financial markets.
A prime example of a recent event-driven financing is the $400M million
dividend recapitalization for Burger King. In this transaction, the private
equity owners who bought Burger King a few years earlier in an LBO
structured a dividend financing, which subsequently added more debt to
Burger Kings capital structure. This transaction was completed in order to
take part of their financial investment off the table. Dividend financings
are quite common among financial sponsor-owned firms, where they have
invested substantial sums of money and are seeking to reap the financial
rewards for doing so.
The big players in this market are those providing the most institutional term
loans, the most dividend-related high-yield bond and leveraged loan issuance,
and the most M&A related issuance. These players also have the ability to
provide all-encompassing financing solutions, including both equity and
debt-related products. These are the big three leveraged finance shops:
JPMorgan, Bank of America, and Citigroup. Not far behind, youll find the
pure investment banks such as Goldman and Lehman Brothers, and other
large players, such as Deutsche Bank and Credit Suisse.
The Debt Refinancing

The bread-and-butter deal for any major firm in leveraged finance is the
standard debt refinancing. These are the bellwether deals of the financing
markets, are generally the most routine transactions, and they keep the
leveraged finance firms in business. The fastest deals to execute, debt
refinancings easily comprise a majority of the volume in the leveraged loan
market, as well as a substantial amount of volume in the high-yield market.
With no significant capital structure changes as part of the transaction and
rating agencies, investors, internal credit, and structuring teams already
familiar with the issuer, there is significantly less work involved in these
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The Transactions
transactions. Also, with the average life of an existing credit facility typically
at less than four years, issuers access the syndicated loan market on a regular
basis in order to extend the tenor or reduce the interest rate on their debt, if
possible. Often, issuers will even tender for their existing high-yield bonds,
to refinance with a cheaper debt instrument. Seasoned issuers will also
drive-by the high-yield market to issue newer bonds.
Although not the most glamorous transactions, leveraged finance teams
generally enjoy working on these refinancing and debt tender deals every so
often, as they are the most predictable in terms of hours, expectations, and
general impact on lifestyle. Without the need for so much of the process
(such as visiting the rating agencies) a standard refinancing, tender offer, or
drive-by financing could take 4 weeks from pitch to close, whereas an LBO
could take eight to 12 weeks from pitch to close, maybe more, depending on
regulatory approval. The easier a deal process is to manage, the more
enjoyable it typically is for everyone involved from a leveraged finance
perspective.
However, because loan refinancings are so much more standard in nature,
they also are not as profitable for the firm to arrange. Generally arranged as
best-efforts (refinancings are underwritten in only the rarest of transactions),
these deals command arrangement fees of only a few hundred thousand
dollars, unlike the multimillion dollar fees for underwritten event-driven
financings. On the other hand, high-yield tender offers and drive-by
financings still command somewhat large fees (although not what a first-time
issuance would bring in). Whereas a $500 million loan issuance for a debt
refinancing might earn a few hundred thousand dollars in fees, the same highyield bond will likely earn a couple of million dollars. This also speaks
volumes in terms of the complexity of an issuance in the high-yield market,
as well as the frequency of high-yield versus syndicated loan issuance.
In this sense, the pure investment banks are on the quality side of the
quantity versus quality fence, generally leading very few loan refinancings,
while sticking to tender offers and drive-by high-yield bond issuance.
However, when financial markets hit rough times and the event-driven
financings slow down, it is the standard loan refinancing that can be counted
on for fee generation. Because of this, the large leveraged finance shops still
seem to thrive in these downturn economies. When it comes to the major
players for refinancings, those are the same major players for both leveraged
loans and high-yield bonds. For loans, the top firms are JPMorgan, Bank of
America, Citigroup, Deutsche Bank, and Wachovia. For high-yield bonds,
the top firms are JPMorgan, Bank of America, Citigroup, Credit Suisse, and
Deutsche Bank.
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LEVER
AGED
FINAN
CHAPTER 1
GETTING HIRED
Chapter 6: What Leveraged Finance Firms are
Looking For
Chapter 7: The Hiring Process and Interview
What Leveraged Finance

Firms are Looking For
CHAPTER 6
Like investment banking in general, leveraged finance groups are very
specific in their search for junior talent. As each crop of new
analysts/associates enters from undergraduate programs, top-tier MBA
programs, or even as lateral hires, firms are making an investment in these
resources and taking a risk that they may or may not work out. These
questions are at the very core of the firms thinking: How do we replace the
top talent that left last year? Will this next crop of talent be as good as the
last? How many future leaders of the firm are in this class?
Firms tend to have top junior resources conduct interviews and resume
screening in order to assess all-important questions such as, Will I enjoy
sitting next to this person for 100+ hours a week and Do they have what it
takes to be truly successful and get it? For the top-performing leveraged
finance junior talent, these questions about incoming resources are pretty
easy to answer. The top performers seem to fit a certain mold and gel with
the existing team.
Each and every firm seems to have its own culture and nuances, which is why
it is difficult to generalize about what type of personality will be successful at
all firms. Where one firm might rather have a Wharton finance-educated
student, another firm might prefer someone with a liberal arts background that
they can mold. Despite these cultural differences, a few aspects of the hiring
process remain relatively consistent at the major leveraged finance shops.
Personality Type
A few personality traits are standard across leveraged finance platforms.
Leveraged finance shops are interested in people who are trustworthy,
intelligent, friendly, and detail-oriented team players, with exceptional people
skills. In order to land a position in leveraged finance, you must show these
characteristics both on your resume and in your interview.
Why do these particular skills matter? The leveraged finance deal process is
very hectic and very process-oriented. As a deal team works on multiple pieces
of a process at any given time, all members of the team need to be able to count
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What Leveraged Finance Firms are Looking For
on you. An MD needs to be able to leave town for a week on a roadshow for

another deal and not come back to a deal in shambles. And as the deals move
through the market, you might be asked to send clients important information.
The deal team needs to know that it can count on you to think through the
assignment and do it correctly. Furthermore, when explaining the analysis to
the client, you need to be able to represent the firm in the most upstanding way
possible, since the firms reputation is always on the line.
As for the importance of friendliness and getting along with your colleagues,
at most leveraged finance shops, the teams are arranged like the rest of debt
capital markets-in a trading floor or similarly close-knit atmosphere. Even if
you are in cubicles, you are not isolated or working by yourself. The deals
are accomplished by the work of many on a wide variety of team projects. If
you are the hiring manager, do you really want to spend 100+ hours a week
sitting beside someone with no personality who is not friendly?
What types of personalities do not fit the mold? If you prefer to work alone,
leveraged finance is not the place for you. If you like to problem-solve in an
open-thought consulting-type atmosphere, working in leveraged finance may
frustrate you because of its frenzied pace and focus on process. If you find
yourself wanting a predictable lifestyle, leveraged finance is not an ideal fit.
This is a get-your-hands-dirty business, where getting tasks accomplished is
the main key to success. In some cases, VPs may bind their own
presentations and MDs rework financial models at all hours of the night to get
a deal through the markets.
One of the most common ways that junior professionals damage their careers
is by being overconfident. Leveraged finance is a great fit for someone who
strives for and graciously accepts compliments, but does not let them go to
his or her head. The following scenario takes place more often than you
might think: someone has been at a firm for six months and has been fortunate
to have closed a couple of high-profile deals. Thinking he is now a hitter,
he shows up on Fridays in golf shirts, begins calling clients by their first
names, and starts trying to staff others under him. He criticizes a managing
director, thinking the director is wasting his precious time with a boring
refinancing, reworking pitch pages that do not matter, and asking for all sorts
of unnecessary work. A couple of negative comments to his peers about this
MD and before you know it, he is the black sheep of the floor. Or worse,
come bonus time, he is given a number so far below the range that he would
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have earned more at a minimum-wage job, based on the hours he worked

throughout the year.
Although one might not agree with the style or the way that the deals get
done, the bottom line is that you earn your rank in the world of leveraged
finance. Managing directors and vice presidents have worked hard to get
where they are and more importantly, they control junior resources bonus,
lifestyle, and upward mobility. This is probably the single most important
lesson to keep in mind. Leveraged finance is a place where you earn your
way to the top, by putting in your time and investing hard work. The
promotions do not come easily or quickly, but when they come, they are
worth it. So, work hard, maintain a positive attitude, and respect your
eldersbefore you know it, you will be in their shoes.
Education
For the most part, investment bank corporate finance programs generally do
the hiring for the leveraged finance teams. At these banks, firms place
analysts and associates into industry coverage groups, M&A, or leveraged
finance based on the needs of these teams and how the analyst/associate has
prioritized his or her personal choices. However, some firms hire into these
teams directly during the recruiting process. Whether a firm hires directly
into the leveraged finance team or not is an important firm-by-firm distinction
that you should research during the recruiting process.
Its an unavoidable fact that there are target undergraduate and graduate
programs for each bank. This does not necessarily mean that someone from
a non-target school cannot be hired into a program. Rather, these candidates
will not have the on-campus interviews and dedicated information sessions
that their peers target schools have during the fall undergraduate recruiting
season. The target programs vary from firm to firm and lists of them can
often be found on each firms web site. But they typically do include a
common set of schools: Wharton, Harvard, Yale, Columbia, Princeton, NYU,
Georgetown, Dartmouth, Brown, Williams, UVA, Northwestern, Michigan,
and Notre Dame for undergraduate recruiting and Wharton, HBS, Stanford,
Northwestern, Columbia, MIT, University of Chicago, Dartmouth, UCLA,
Duke, Michigan, NYU, UVA, Cornell, University of Texas, Yale, and Emory
for MBA recruiting.

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Does an undergraduate need to major in finance to land a position in

leveraged finance? No. Although it is helpful to understand the basics of
finance before beginning your job, the general corporate finance training
programs are designed to teach you these basics. It is more important to have
the right personality fit, understand the nature of the business, and be able to
articulate why you want to work in corporate finance and/or leveraged
finance. Quite often the people that are the most successful do not have a
formal finance background, but have analytical skills and a desire to succeed.
For firms with a general recruiting process and a subgroup placement later,
targeting a leveraged finance team during this process, as opposed to just
targeting the firm, should not be a hindrance to getting hired. With a solid
need for analysts/associates every year due to the size of the team, it is very
possible for the interested student to make his way into leveraged finance by
expressing interest in the group, meeting with VPs and MDs within the group,
and even talking to the groups staffers. Furthermore, even if youre not
originally placed into leveraged finance when you join the bank, you can
often switch from an industry coverage team to the leveraged finance
platform. Once you are at the firm, the rest is up to you.
The Resume
Inundated by thousands of resumes, hiring managers find it very easy to
distinguish who is genuinely interested in the business. In a business driven
by absorbing and understanding a large amount of information very quickly,
a well-crafted resume speaks volumes about an individual. A poorly puttogether resume, on the other hand, will get you rejected before you have a
chance to even interview. In order to make the most of this opportunity to
shine, you should prepare a resume that is specific to leveraged finance and
investment banking, and that also conveys all of the personality traits
discussed above. Then tie these into a solid cover letter.
First things firstthe world of investment banking often values form as much
as substance. This is also true when it comes to your resume. Not only should
your resume have great highlights about you, but it should be well-laid-out and
easy to read. Even for the most accomplished MBA, this still means one page
with decent-sized margins. If you are having trouble with formatting, buy a
resume book and study its layouts. Organize information into sections: contact
info, education, relevant experience, and activities/interests. Keep it simple.
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A resume is not a competition to list as many extracurricular activities as

possible. Rather, investment banks would like to see that you were involved
with a few things and were dedicated, as opposed to being involved in
everything. So do not list everything you have ever done; convey what you
did, how you improved the world around you, and do it as briefly as possible.
Leveraged finance firms are interested to know that you can take a large
amount of information and boil it down to the important points very quickly.
Also important: show, dont just tell. Most jobs are self-explanatory, which is
why it is extremely important to show the interviewers what value-add you had
to your job. If you were a lifeguard, its easily to understand that you watched a
pool all day while working on your tan. But aside from stating the obvious, you
need to emphasize what other responsibilities you had and how you added value.
Maybe you also taught swim lessons or coached a local swim team.
Finally, do not ever make anything up. Just as they do due diligence for all
of their clients, leveraged finance bankers will not hesitate to do the same for
your background.
The Investment Banking Internship

The best way to get into leveraged finance is to get an internship with
an investment bankin any corporate finance areabefore you
graduate. Even if you are unable to secure a spot interning in the
leveraged finance group at an investment bank, you still have a chance
of eventually getting hired into the group if you take an internship
elsewhere in the banks corporate finance program.
If you are unable to get an I-banking internship, you should spend your time
trying to get another internship or other relevant experience that you can
parlay into good conversation during the interview period. Working at
another financial services firm outside of corporate finance shows your
dedicated interest in the industry. Even studying finance abroad will show
your interest in the global financial markets. These types of experiences do
help when you are being compared in a stack of resumes a mile deep.

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Get the BUZZ on

Top Schools
NYU Law | Stern MBA | Harvard | Williams | Northwestern

- Kellogg | Amherst | Princeton | Swarthmore | Yale
Pomona College | Wellesley | Carleton | Harvard Business
School | MIT | Duke | Stanford | Columbia Law | Penn
CalTech | Middlebury | Harvard Law | Wharton | Davidson
| Washington University St. Louis | Dartmouth | Yale Law
| Haverford | Bowdoin | Columbia | Boalt School of Law
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| Penn State
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Hill | Wake Forest | Penn | CalTech | NYU Law | Stern MBA
| Harvard | Williams | Northwestern - Kellogg | Amherst
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Washington University St. Louis | Dartmouth | Yale Law
Haverford | Bowdoin | Columbia | Boalt School of Law
Wesleyan | Chicago GSB | Northwestern | Claremont
McKenna | Washington and Lee | Georgetown Law
University of Chicago | Darden MBA | Cornell | Vassar
Grinnell | Johns Hopkins | Rice | Berkeley - Haas | Smith
Brown | Bryn Mawr | Colgate | Duke Law | Emory | Notre
Dame | Cardozo Law | Vanderbilt | University of Virginia
Hamilton | UC Berkeley | UCLA Law | Trinity | Bates
Carnegie Mellon | UCLA Anderson | Stanford GSB
Northwestern Law | Tufts | Morehouse | University of
M i c h i g a n | S t a n f o r d L a w | Go
T h uto
n d www.vault.com
erbird | Emory | Boalt
Hall | Pitt | UT Austin | USC | Indiana Law
| Penn State
BYU | U Chicago Law | Boston College | Purdue MBA
Read what STUDENTS and ALUMNI

have to say about:
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Surveys on thousands of top programs

College MBA Law School Grad School
The Hiring Process and

Interview
CHAPTER 7
Hiring Trends
As of this books printing in 2006, with the financial markets still relatively hot,
corporate finance programs are hiring at record rates. MBAs from the top
programs have numerous job offers in hand upon graduation, much like the dotcom days. However, just as the economy can turn south, so can the hiring needs
of firms. While leveraged finance firms are somewhat stable, they are not
immune to this economic downturn. In bad economies, there will be less deal
flow, which means less revenue, and subsequently less need for resources.
The silver lining in this cloud is that with general debt refinancings being a
necessary part of millions of firms capital structures, there is a something of
a necessary need to always have leveraged finance bankers on hand.
Furthermore, in an economic downturn, this favors still hiring the cheapest
labor and finding ways to remove the expensive unnecessary labor. This
bodes well for those seeking to enter the field from undergraduate and MBA
programs in even the worst economic periods, as there should always be a
need for new and fresh talent. Every year, people retire, leave to pursue other
opportunities, and get promoted. However, it is in these years that having the
coveted corporate finance internship can give you a substantial leg up on your
competition. Just ask anyone who graduated in the dark years of 2001-2002.
To B-School or not to B-School?

Where does business school fit into the leveraged finance
equation?
Most investment banking analysts wrestle with the question of whether
to leave leveraged finance to go to business school, as the timing makes
financial sense. Paid a bonus in July, an investment banking analyst is
able to make a clean break after his second or third year without leaving
a half-years bonus on the table. However, even associates are often
willing to leave, seeing the value of the MBA in the upper echelons of
management of banking, or desiring a serious career change.

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The Hiring Process and Interview
Despite the fact that business school is a common route for analysts and
associates, the best analyst-to-associate professionals (junior bankers who
have been promoted from analyst to associate without going to business
school) generally have no immediate need for an MBA as they have already
learned the processes and procedures of leveraged finance. If you look at the
profiles of MDs and VPs, many of those within leveraged finance do not have
MBAs because there was less of a need for an MBA for advancement
purposes when they were promoted. This is where leveraged finance, with
its commercial banking roots, differs from traditional investment banking:
top-performing analysts are not pushed out to MBA programs. Rather, they
are kept in-house and groomed for management positions.
More so in leveraged finance than in investment banking as a whole, MDs and
VPs who worked from analyst to associate to VP to MD had very little to gain
from leaving the field, getting the MBA, and returning back to leveraged
finance. As the old saying goes, the proof is in the pudding. If the most
senior MDs do not have MBAs, then there was likely very little need for it to
advance to their level when they were being promoted. The same holds very
true for commercial banks and finance companies.
What are the values of having an MBA in leveraged finance?

If you are interested in an MBA (or are currently pursuing one) and leveraged
finance, the above does not mean that there is no value in the degree in the
field. Many MDs and VPs who hold MBAs did not originally start in
leveraged finance. Subsequently, they used the MBA as something of a
career reincarnation, redirecting themselves into the field. Furthermore, as
the MBA has become an increasingly popular degree, it has changed the
playing field. The same leveraged finance MD who did not pursue the degree
20 years ago might view the situation entirely differently today.
Aside from the personal and alumni network that MBA graduates bring
to the table (which can be immensely valuable), MBAs bring a unique
perspective to the table. With prior job experience, they view situations
very differently than their analyst-to-associate counterparts. Also, since
they have not spent three years on the same deals with the same clients,
they usually are less in-the-weeds and bring fresh insight to deals. Quite
often, this fresh perspective is very much appreciated.
You should consider the profiles of a firms senior management. In the
case of the investment banks, commercial banks, and finance
companies, the very top-tier management usually have MBAs. If your
goal is to run a division or firm, the degree could be quite useful from a
credential perspective. That being said, the best man for the job in
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leveraged finance is still likely to be chosen based on experience,

regardless of whether or not he/she has an MBA.
What are the relevant classes I should take if I am getting

my MBA now?
If you are currently pursuing an MBA and are interested in coursework
relevant to leveraged finance, look no further than your corporate
finance and accounting classes. As a debt function, leveraged finance
tends to be concerned quite a bit with the interaction of the three
financial statements: the income statement, the balance sheet, and the
cash flow statement. Understanding how these three interact bodes
well for your success in leveraged finance. A sound understanding of
both corporate finance and accounting will deliver you these necessary
skills.
Advanced finance classes that discuss acquisition finance, capital
structures of companies, and the financial markets will also be very
useful when it comes to understanding the day-to-day workings of
leveraged finance. These classes will touch on all of the major
terminology of leveraged finance and will put the transactions and
financial markets into perspective. Finally, if your career center offers
classes on investment banking and/or commercial lending, these are
definitely a must for anyone interested in leveraged finance.
If I am thinking about a career in leveraged finance, which

is better: a full-time or part-time MBA?
The quick answer to this question from a recruiting standpoint is fulltime. Not only will you have access to the career center (which you
might not with a part-time program), but you will also have the
opportunity to intern with a firm, which is the golden way to get a career
in leveraged finance. If you are a part-time MBA and are seeking to
make a switch to leveraged finance, this is a difficult transition because
you might be job-hunting, attending classes, and working at the same
time, while you are competing with a group of peers who are able to do
summer internships at their target firms. However, sometimes part-time
MBAs will come over to leveraged finance once they have completed
their MBA program, generally as lateral hires, if they do not make it
during the regular recruiting season, or they are hired after full-time
offers have been extended.
However, for those currently in the field of leveraged finance, the
answer is part-time, as it tends to serve as much purpose without the
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commitment and your firm is willing to pay for the degree, the part-time
MBA can be a huge payoff. Not only will it give you the credentials you
are searching for, but having your firm pay for it lets you know that they
are genuinely interested in your career potential with them.
The Standard On-Campus Interview/

Recruiting Process
The interview process for the large leveraged finance firms is much like that of
investment banking corporate finance programs. An information session and
resume-drop, followed by an on-campus interview period, and later a Super
Saturday process (with a day full of interviews at the firms offices) is the norm
for all investment banks. These Super Saturdays often include multiple
interviews with multiple teams to assess a candidates fit for the firm as a whole.
However, often an individual will have at least one interview with someone from
leveraged finance, which is the perfect opportunity to express his or her serious
interest in the field. And if the firm hires directly into teams, you should be busy
expressing your interest in leveraged finance from the very get-go.
In order to tackle the process successfully, it is very important to understand the
perspective of the firm representatives. Alumni of schools and other HR personnel
volunteer to help with the recruiting process, often traveling during their busy
schedules to give on-campus presentations, as well as review resumes and cover
letters. They meet hundreds of students annually, passing out business cards along
the way. This means, in order to stand out during a recruiting process, you must
not only present yourself exceptionally via your credentials, but you must also use
the information sessions as a chance to connect with these people on both a
personal and professional level. A positive impression during the resume review
and/or interview feedback session will greatly increase your chances at a job offer.
Besides, most bankers enjoy meeting new people and talking about everything
from football to their most recent successful deal experience.
During the resume-drop period, these same people sort through hundreds of
resumes, eliminating candidates from the process for major spelling errors, low
GPAs, irrelevant job experience, silly cover letters, or putting the wrong firm
name in a cover letter. Narrowing down a field of talented candidates is not
easy, especially when they have limited interview slots. You must also present
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yourself on paper in the best light possible. Your cover letter and resume must
be to-the-point and polished. It is also at this point, during a resume review
session, where having a recruiter know your name will be immensely valuable.
From here, firms will notify those selected of their interview date and time.
Interviewers will take time out of their days to come to campus to interview.
Realize that these interviewers are often returning to the office, knowing that
they will be working late to make up for the missed time. Their time is
immensely valuable, so be cognizant of this and come well-prepared.
After this process, the interviewers generally discuss among themselves, as they
rank candidates, whom to invite back to the firm for a Super Saturday. These
selected candidates will be invited back for a series of interviews at the firm with
multiple teams. After this grueling process, the interviewers sit down again in a
conference room to review the candidates, and then potentially extend job offers.
A sole voice of dissension from one person during the review process can be
detrimental to a candidates chances. Conversely, a voice of support could be
the edge needed to give that candidate an offer. So its critical to convey a
consistent message throughout the process, avoid controversial topics, and be
polished. Practicing for this only makes your chances better.
As for the commercial banks and non-investment banking platforms, their
recruiting process is largely the same, yet generally more focused on a
position within leveraged finance, not just the firm in general. They often
recruit from a wider set of target schools, with emphasis on location and
region. Also, their interviews tend to be a little bit less competitive, as people
are interviewing for a specific group, within a specific division of a firm,
rather than just for a division of the firm in general, like the investment banks.
The not-so-standard process

If you were not given an interview, but felt that you connected with a recruiter,
all is not lost. This is actually how many people end up working at investment
banks, by remaining persistent (but not overly pushy), working their way to an
interview. Many times, a selected candidate will miss his interview for
whatever reason, opening up an extra interview slot. Take the initiative to see
if you can be an alternative, or interview before or after the schedule starts.
If you are not scheduled to interview, you might consider e-mailing those
recruiters you met at the information session to ask if they can make time in
their schedule. If they have traveled to the school to meet candidates and
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have some extra time, they generally will not mind. Also, if you come across
as just as polished as the best interview candidates, you might just have a leg
up on the competition, since you have shown your genuine interest in the
firm. Basically, you should make yourself known (in a positive light) at every
chance possible so that the firm will definitely want to interview you.
Nobody wants to turn down a qualified candidate who is sincerely interested
in working for them. At the same token, no firm wants to hire someone who
grovels for a position, or is overly pushy during the hiring process.
Lateral Hires
Lateral hires are quite prevalent in the world of leveraged finance, more so than
in many other areas of banking. Those with leveraged finance and other relevant
experience tend to change banks quite frequently. Like any ambitious
professionals in any field, leveraged finance professionals are always seeking to
better their lifestyle, pay, rank/title and/or amount of responsibility. But
leveraged finance and the rest of the credit world are somewhat unique because
their firm skillset of very transferable finance skills open up a wider variety of
careers, than say, someone in a specific industry coverage group at an investment
bank. This makes lateral hires a definite staple of the industry.
The hiring process

At a junior level, lateral hiring is very common, especially in the summer months
after bonuses have been paid. After a firm has lost certain resources to private
equity, hedge funds, and MBA programs, it typically will seek to replace these
resources with the upcoming recruiting class. However, as leveraged finance tends
to have a somewhat larger turnover during the hot economic periods, due to the
variety of available options, it is not uncommon for a firm to seek out immediate
experienced replacements for deal teams. Although more expensive than training
first-year analysts, these replacements are able to hit the ground running.
In order to find qualified applicants, a firm will likely hire a headhunter, such
as Glocap, to review and bring in candidates for interviews. Also, the firm
will seek out internal candidates to interview, as well as anyone else who
receives a recommendation from a current employee. At this point, the search
to fill an interview schedule might only take a week or so, while the firm
reviews resumes on a real-time basis.
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With a need to fill and a sense of urgency, firms will substantially abbreviate
their interview process. For every available slot, they might bring in five to
seven candidates for interviews and put them through a simulated Super
Saturday with interviews only by the leveraged finance team. After
conducting a day of these interviews, the firm will usually make their
decision quickly, often passing an offer to the candidates within a few days.
Start dates usually follow soon thereafter.
Of course, since the lateral hire has come into the firm outside of the general
recruiting cycle, she or he will be put through an accelerated training course.
With previous credit backgrounds and a firm understanding of Microsoft
PowerPoint, Word, and Excel, these resources are usually cranking on deals
and adjusting to their environments in just a few days.
How do I get in as a lateral?

The quick nature of the lateral hiring process in leveraged finance highlights
what the firms are searching for in lateral hires, aside from the cultural fit:
previous credit and/or deal experience, a solid understanding of financial
modeling, and previous exposure to a process-oriented environment. Lateral
hires commonly come from the other leveraged finance groups mentioned in
Chapter 4, both internally and externally. Lateral hires also come from other
corporate finance positions, Fortune 100 management programs, top-tier
consulting firms, commercial banks, private equity shops, hedge funds, and
even law firms (if they have experience working with credit agreements and
term sheets). All are usually considered good inroads into the field.
If you have this or other relevant experience, and are interested in the field,
you should be able to find your way into leveraged finance. However, this
will definitely take initiative on your behalf. Here are some suggestions as to
how to get your name and credentials noticed:
1) First, research the leveraged finance firms you are interested in joining. To
do this, find a set of league tables, which will list the rankings, by searching
through the WSJ, Thomson Financial, or Bloomberg for syndicated loans,
leveraged loans, and high-yield bonds. These league tables are produced
quarterly, generally with full articles for the annual rankings.
2) Drop your resume and cover letter online with the institutions that you are
interested in joining. If there is not an online site, mail these materials to

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their human resources department. HR will be the first place contacted, if

a firm is searching for resources.
3) Contact headhunters, expressing your goals and interests. They are usually
paid for placement of professionals by firms seeking to fill staffing needs,
which automatically places you in good hands. To find lists of
headhunters, search the Internet, BusinessWeek, Forbes, and Fortune.
They are often ranked as well as profiled in various financial publications.
Be wary of any headhunter that charges you for access to their services.
4) Search your local alumni database for people who work at your target
firms. Contact friends and even friends of friends who work in corporate
finance. Even if they are not in the leveraged finance division, they might
have a friend or another colleague who would be willing to take a look at
your credentials and grant you at least an informational interview.
5) Contact your universitys career management office and see if you can get the
name and e-mails for the contacts at the firms for which you are interested.
After having followed their standard hiring procedures by dropping your
resume online (and/or mailing it to them), a follow-up absolutely betters your
chances. However, generally waiting a couple of days for them to reply is
advised, since thousands of resumes are generally dropped online.
6) Use the Internet to search for recent transactions and the professionals
associated with them. If you can locate their e-mail information on the
internet, it never hurts to send them a quick e-mail note, expressing your
interest in their work and their field. Whereas this may not land you with
an interview, this person might be willing to help you out.
7) Search online at the major private equity shops and hedge funds for lists of
professionals. You may find people with leveraged finance backgrounds
who may even have worked in your current position, or have gone to your
alma mater.
8) Remember that everything you do is a reflection of you. Firms are not
interested in hiring the person who is not polished, well put-together, or
pushy. Be mindful of everyones time and put yourself in the hiring
managers shoesdo you really want someone calling you five times a week
about a job? Probably not. Be interested, but not over-the-top outrageous.
Keep in mind that firms have seen everything, so trying to be original is
probably not going to work stay resourceful and stick to the traditional routes
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of friends, your network, and HR.
Typical Interview Questions

A candidate will be face several different types of interview questions when
interviewing for any corporate finance position. There are behavioral questions,
career-related questions, case-study questions, brainteasers, basic finance
questions, and sometimes even team projects or take-home financial modeling
projects (this is typical of the very top-tier private equity shops). Furthermore, as
leveraged finance is a debt function entirely its own, these teams will most likely
have a few basic questions of their own. Some common examples are below:
Behavioral interview questions

1) Give me an example of a time when you: led a team, struggled on a project,
disagreed with a team member, took initiative, failed at something, let
someone down, etc
2) How would your friends/colleagues describe you?
3) What three adjectives would best describe you?
4) What is your definition of success?
5) What would a former manager say about you, if they had to give 3
positives and 3 negatives?
Career-related interview questions

1) Where do you see yourself in five years? 10 years?
2) Do you prefer working alone or in a team? Why?
3) What is your idea of the perfect job?
4) If you had all the money in the world, what would you be doing?
Brainteasers:
1) How many gas stations are there in North America?
2) How many golf balls fit into a 747 airplane?
3) Give me numerous examples of how you can tell if a refrigerator light has
gone out.
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General finance questions

1) How many types of financial statements are there? Briefly define each.
2) What is NPV? Walk me through a simple NPV calculation.
3) Given a company, talk to me about a few different ways to value it.
Leveraged finance questions

1) Why leveraged finance? Tell me what you think about some recent deal
examples.
2) What is meant by EBITDA? How is it calculated?
3) What is meant by senior debt? Subordinated debt?
4) What is an LBO? Why are they important to leveraged finance?
5) What is leverage? Why is it important?
A common misperception is that for most of these questions, there is a right
or wrong answer. This is not the case. Most interviewers are mainly trying
to assess who you are, whether you would be a good fit for an organization,
and how much you know about the job, career path, industry, and yourself.
More than anything, it is important to keep your cool during the interview,
always trying to answer a question without giving up and getting frustrated.
Furthermore, if you do not know the answer to a question, working around
the question and saying I dont know that, but I DO know this or I
would go here to find that answer will usually suffice. These interviewers
are definitely not expecting you to know everything. Rather, they want you
to be creative, resourceful, and interested. Subsequently, the absolute worst
thing you can do in an interview is say, I dont know and give up.
But make sure you do your homework. Read The Wall Street Journal regularly
and be sure to skim the headlines the day of your interview. Scour the companys
web site, making note of any recent major headlines. Showing a genuine interest
in the firm is much easier when you can ask questions about a recent deal or talk
about a recent organizational announcement. This also gives you a chance to
bond with your interviewer. After the interview is over, write a thank you e-mail
or even a handwritten note to all of your interviewers. Phone calls are
cumbersome, so avoid them. A simple thank you e-mail will not go unnoticed.
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LEVER
AGED
FINAN
CHAPTER 1
ON THE JOB
Chapter 8: Leveraged Finance Positions, Pay, and

Lifestyle
Chapter 9: The Leveraged Finance Career Path
Leveraged Finance
Positions, Pay, and Lifestyle
CHAPTER 8
How much will I make and what will my lifestyle be like? These are probably
the two most frequently asked questions in the job search. Rumors continually
circle around how much the best-of-the-best in leveraged finance are paid, and
how these numbers are decided. Furthermore, just about every firm has its own
unique hierarchy, with different titles for every position, different pay scales
and compensation packages, and different barriers to promotion (covered in
Chapter 9). As someone at a commercial bank or finance company might be a
senior associate, a third-year analyst at a top-tier investment bank with the same
experience might have a lesser title, but command more compensation. Most
of these nuances depend on the economy, as well as the firm. But heres an indepth view of what you generally can expect.
Well start with investment banks. Although they vary from firm to firm, the
major titles at investment banks (from the most junior to the most senior) tend
to be analyst, associate, vice president, and managing director. Firms will
often break these into multiple roles, to add further title and pay stratification.
For example, some firms have junior analysts and analysts, associates and
senior associates, principals, directors, managing directors, and even senior
managing directors. The difference between the titles largely correlates to
compensation and experience.
Pay is fairly consistent among the different corporate finance programs of
investment banks-these programs generally pay analysts and associates in
line with their peers for fear of losing top talent to other shops. These
programs pay analysts on a July-to-July cycle, which is definitely against-thegrain of the industry. However, once promoted to associate, firms tend to pay
on the calendar year, with bonuses hitting bank accounts in mid-February.
However, once past the associate level, the pay scale tends to change based on
function, roles, and responsibilities. Whereas a senior managing director in a deal
origination function might earn multiple millions of dollars per year, that same
amount of experience in a credit/risk function might only pay a few hundred
thousand dollars. These financial rewards are aligned with revenue generation,
as well as the lifestyle of the position. Subsequently, the most lucrative of these
roles is typically the person generating the most fees for the bank.
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Leveraged Finance Positions, Pay, and Lifestyle
Investment Banks: Structuring/

Origination
Within structuring/origination, there are four major roles: managing director,
vice president, associate and analyst. As the hierarchy is structured, there are
generally more analysts than associates, more associates than VPs, and more
VPs than MDs. At most firms, the ratio tends to be one MD for every one to
two VPs, two to three associates, and three to four analysts.
Managing director: Sitting at the top of the leveraged finance food chain, the
MD generally spends most of his/her time speaking with treasurers and CFOs of
companies, in order to assess their financial status and need for debt facilities.
The MD is usually the key relationship manager for the bank because of
continuous dialogue with the client. As senior members of the deal team, MDs
have something of a sales role, and interact with a limited number of clients
whom they have worked with throughout the years. The top MDs are group
heads, who may have contracts outlining their compensation structure.
Managing directors will spend quite a bit of time pitching ideas to clients, as
their salary is typically determined based on the fees they earn from their deal
flow. In this sense, it is not uncommon for the best-of-the-best MDs to
command multiple-millions of dollars in compensation in good years (think
$3 million or more in bonuses). Naturally, it pays to be an MD in a leveraged
finance group that executes a high volume of exceptionally profitable LBOs,
DIP facilities, and recapitalizations. However, more often than not, the salary
of an MD is enough to support his/her basic lifestyle and the bulk of pay
comes in the form of a bonus paid with stock options that must vest over a
certain period of years. These golden handcuffs are usually incentive
enough for senior MDs to stay at their current firms for long periods of time,
which generally ensures consistency at the most senior ranks.
As for lifestyle, managing directors typically work market hoursfrom 8
a.m. to 7 p.m. However, when working on more complex transactions, they
will often work later, reviewing financial presentations and editing offering
memorandums. Rarely is a weekend worked from the office, but it is not
uncommon for an MD to review materials and make calls from their homes
on the weekend or on the train ride home from work. MDs also tend to have
access to corporate expense accounts, in order to entertain clients over lunch,
dinner, a ballgame, or on the golf course.
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Vice president: The vice president on a deal team is the right hand man of the
MD. Once a mandate has been won, the VP generally takes over and manages
the process going forward. From the negotiating and signing of legal documents
to the final signoff of the information memorandum, the VPs role is to ensure
that everything in the deal goes smoothly. Throughout the deal lifecycle, a VP
will often act as the relationship manager, delivering the periodic client update
call and subsequently laying the future foundation for his promotion to MD.
Although, like MDs, VPs interact frequently with clients, VPs tend to be
salaried and not commission-based they way MDs typically are. The very
best VPs are paid extremely well, commanding salaries in the multiple
hundreds of thousands of dollars, like their other corporate finance
investment banking counterparts. In great years, it is not uncommon for a top
performing VP in a very active team to clear $1 million. However, in bad
economic times, or working in groups that do not originate many
transactions, these VPs tend to make closer to $250k.
The high performing VPs are generally on the fast track to promotion,
spending three to four years in the role before becoming a managing director.
At some firms a vice president will be referred to as a principal or
directorthe main distinction of this role from that of a managing director
is a lower salary. VP titles are also quite often awarded to those who spend a
good amount of time interacting with clients.
Associate: Either fresh out of a top-tier MBA program or recently promoted
from third-year analyst, the associate role is highly sought after. For those topperforming analysts fortunate enough to land the analyst-to-associate (A-to-A)
promotion, this position has a lot of upside. Able to hit the ground running more
quickly than their just-out-of-B-school counterparts, these associates stand a
much higher chance to be ranked near the top of their class. The downside is
that an A-to-A might have trouble separating herself from the day-to-day
financial modeling that came with the analyst lifestyle and subsequently, might
run the risk of becoming a micromanager. The deal lifecycle is so processoriented that this can easily become the downfall of an associate.
Associates generally have a very similar lifestyle to that of an analyst. Eager to
be promoted to VP, they arrive in the office early. They typically leave late,
reviewing work with their analysts to get projects completed. It is not
uncommon for even the most senior associates to work 80+ hour workweeks,
including nearly every weekend. As is the case with the deal cycle in leveraged
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finance, there are typically quite a few projects needing to be completed at any
given time. This lifestyle lends itself to the never-ending workday.
However, associates are paid accordingly with other corporate finance
investment banking associates, which tends to reward them handsomely for
their work ethic. With base salaries as high as $95k, signing bonuses in the
$25-45k range, and full-year bonuses well in excess of $150k, the first-year
associate gets paid well for his efforts. The more experienced associates can
expect to be compensated very well in the good economic years. This can
translate into bonuses near $300k, with salaries clearing $150-200k. However,
in slower years, this bonus amount can easily be cut in half. Whereas analysts
are generally very excited to make their base salary in their bonus in a good
year, senior associates are hoping to double their salary amount.
Analyst: Hired either straight out of an undergraduate program, or as a
lateral hire from another firm, the analyst is the workhorse of leveraged
finance. A fantastic analyst can make an associates life much easier, whereas
a sub-par analyst can make a deal team miserable. Responsible for
everything from financial modeling to handling all of the details on a roadshow, an analyst in leveraged finance is a jack-of-all-trades. The best analysts
have an unending source of energy, a positive attitude, attention to
presentation detail, a solid understanding of financial modeling, a list of
outstanding tasks always with them, the foresight to predict the next step in
the process, and most important, the ability to be trusted with anything.
Outstanding analysts will be given even more work, more responsibility, and
the best deals. In leveraged finance, those deals are often the most
complicated and the highest-profile.
Analysts are paid like their peers in corporate finance investment banking,
which means they stand to earn $100k+ in their first year on the job.
However, on the whole, leveraged finance analysts typically work just as
many, if not more hours than these investment banking peers. With a
BlackBerry firmly attached to them at all times and access to the their
computer nearby, analysts quite often find themselves in the office seven days
a week for their two-year contract. For the days where they are not in the
office, they are generally nearby or at least are able to be remotely connected.
The very best analysts are able to predict the workflow and head off projects
before they turn into all-nighters or weekend disasters.
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As is the practice in the rest of corporate finance, the best analysts will be
offered third-year contracts and the best of those third-year analysts will be
offered associate contracts. Whether an analyst receives a third year or
promotion to associate is determined by both the resource needs of the firm
and the analysts ranking compared to his/her peer class. In determining an
analyst and associate rankings, the analysts and associates are force-ranked
within their class and among the larger corporate finance junior resource
pool. With the market momentum in the past years, this trend towards
promotion has been more the rule than the exception. In recent years, about
50% of second-years were offered a third year and roughly 50% of those were
given the A-to-A offer. It is more common find managing directors who have
started as analysts and worked all the way to the top in leveraged finance
when compared to other areas of an investment bank.
Generally staffed by a VP in their team, analysts and associates are usually
placed on a variety of deals, which means that they should not all be live or
closing at the same time. Inevitably, this is never actually the case. This deal
variety helps to ensure that these junior resources will be able to work with
different issuers, deal teams, and financial products. At first, most junior
resources are staffed alongside other seasoned ones.
Investment Banks: Capital Markets/

Loan Sales and Distribution
Managing director/vice president: In a capital markets function, the
managing director and vice president often have very similar job
responsibilities; ones title reflects not job responsibilities but years of
experience in the field. As loan sales and distribution is typically grouped
with these capital markets professionals (if not one and the same at most
firms), these positions are compensated similarly. Managing directors and
vice presidents spend most of their time advising deal teams and clients on
market conditions, as well as delivering these deals to investors.
With years of relevant experience, these professionals generally hail from
origination and structuring teams or another section of the investment banks
corporate finance practice, and are typically compensated on a scale
comparable to their managing director and vice president peers in origination
and corporate finance. Although their function is not specifically on the

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line (they are not directly responsible for generating revenues for a firm),
and this means that their pay scale might not be quite the same as those
successful at originating many deals, it is generally very close. However,
because the pay for a capital markets MD does not depend as much on fee
generation as it does for an origination MD, this can lead to more consistent
earnings for the capital markets MD/VP year after year.
In this sense, the capital markets and loan sales teams are like head coaches of
professional sports teams: whereas the players (the deal team) are out winning the
games, the coach is directing the team during games, drawing up new plays
(adjusting the terms of the deal in market), conducting research on other
competition (market comparables), talking to fans (investors), and interacting
with the teams owners (the client). While marquee players bring in extraordinary
financial contracts, the very best coaches are generally not too far behind.
As the firms eyes and ears of the financial markets, the capital markets and
loan sales positions tend to work more market hours. In at 7am and out by
7pm is somewhat typical for these senior professionals. However, even the
senior capital markets professionals will commonly find themselves working
with origination teams and issuers to structure large deals well into the
evenings. Loan sales professionals often work late too, but in a different
capacity and outside of the office. Often, they are attending dinners/sporting
events with investors and/or clients. Regardless, the lifestyles of senior
professionals in both capacities tends to be quite hectic: following the markets,
talking to clients, answering questions from investors, and spending the day
attached to a BlackBerry. Weekends for these teams are typically freer than
they are for origination teams, but there is always occasional work that needs
to be done.
Associate/analyst: As part of the corporate finance program, the associate and
analyst role within these teams is much like their peers in other groups. On a
junior level, in capital markets these tend to be positions that are more geared
towards research, while in loan sales these roles are more focused on
investment-grade deals and coverage of smaller clients. Because they are paid
on the same scale as an origination associate/analyst, it appears on first glance
that the capital markets analyst or associate role would offer a better lifestyle
than in origination. However, because of the pace of the job, thats not
necessarily true.
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While an origination analyst or associate completes a number of different

tasks over the span of a week (such as writing an info memo, adding pages to
a credit deck, or completing slides in a pitch), the capital markets
associate/analyst usually completes tasks on a daily or hourly basis. The
nature of the job is like a sprint, not a marathon, often involving numerous
fire drills. For example, deal teams might ask for league tables and credential
slides, investors might want to know the spread differential between a
particular syndicated loan and a high-yield bond, a senior MD of the bank
might want a deck of slides outlining market conditions, and a client might
want a set of recent 2nd lien LBO deals. These are all likely requests in the
first half of a day for a capital markets associate or analyst.
Therefore, it is not uncommon for an associate/analyst in these groups to
spend the entire day at his desk, working through a large list of requests. On
the upside (if you can call it that), the day will most likely end before
midnight (and usually closer to 9 to 10 p.m.) and resume again promptly at 8
a.m. Although the capital markets have closed and the MD and VPs might
have gone home, there are always materials needing preparation for early
morning meetings and late-night last-minute requests from deal teams. This
is quite different from origination, where the day of an analyst might not end
until 4 a.m., but the next day will not usually start until 10 a.m., as there is
less market sensitivity in origination/structuring.
Weekend work for capital markets associates and analysts is usually a regular
occurrence. While unlike the weekends of their origination counterparts,
weekends for capital markets analysts and associates are usually not spent
entirely in the office, the variety of the requests is less predictable than in
origination. In origination, there are usually projected deadlines for projects.
In capital markets, those deadlines are usually ASAP. As for sales, working
on a weekend would be quite out of the ordinary. A quick phone call or
BlackBerry message to a client might occur, but not the creation of market
update slides or league tables, which usually happens in capital markets.
Investment Banks: Credit/Risk/

Corporate Banking/Ratings Advisory

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These functions are essential to the leveraged finance platform but are not
generally aligned with revenue generation. As such, they are typically
compensated on a lower payscale, and the lifestyle in these groups is better.
Managing director/vice president: Similar to other senior resources, the
lifestyles of the managing director and vice president roles within these teams
is less intense than their coverage counterparts. With the exception of corporate
banking, these roles are not usually the primary client contacts for the firm.
Also, since they are not usually aligned with revenue generation, they are
compensated on a different scale. Whereas an all-star managing director in
origination might get the credit for bringing in $25 million of fees for a deal and
will be paid in-line with this fee generation (or lack thereof in a bad year),
someone in a non-revenue generation role will have more stable earnings. This
means that the top-tier ratings advisory managing director will most likely not
earn as much as the top-tier origination managing director. However, when it
comes to compensation for group/department heads, all bets are off.
In terms of hours, the senior resources in these functions can expect to work
even more predictable hours than those senior professionals in origination.
Like their counterparts, weekends are usually free and you will not usually
find them in the office at 9 p.m. However, as with any other major leveraged
finance function, if a large or complex deal is coming to the market, everyone
on a deal team usually works well past their normal hours.
Associate/analyst: Much like the origination/structuring and capital markets
junior resources, these individuals are part of the corporate finance program
at the investment banks. However, the ebb-and-flow of workload in these
positions tends to be more similar to origination than to capital markets.
Their day-to-day will fluctuate based on their group and or deal-flow, but will
generally be long hours, marked with long-term projects and firm deadlines,
such as the creation of a ratings agency presentation. Also, the pay will
generally coincide with the entire corporate finance program. As for weekend
work, junior resources in all of these groups can definitely expect it. Usually
working intensely on one or two deals, as opposed to three to five in
origination, their weekend lifestyle is slightly more predictable.
Commercial Banks and Commercial

Finance Companies
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Organizationally, commercial banks and commercial finance companies tend

to set up their leveraged finance platforms in relation to their deal flow.
Whereas some of the larger players like GE have dedicated origination teams
to cover large cap and small cap issuers, smaller middle-market players might
combine all of their origination, capital markets, and sales roles. Typically
though, the large players are set up in a manner similar to the investment
banks, although they will combine the complementary functions such as
sales/capital markets and underwriting/credit/risk. At these firms, the
titles/hierarchy are similar to that of investment banks, as is the way that pay
for each function depends on how closely tied that group is to revenue
generation. However, at the commercial banks, pay and lifestyle are often
very different than that at an investment bank.
Compensation
On the whole, pay within a commercial banks leveraged finance platform tends
to be less than at a major investment bank. As commercial banks are not usually
leading the signature event-driven multi-billion-dollar financing transactions,
their leveraged finance platforms are not bringing in the same volume of revenues
as their investment banking counterparts. Assuming the same mix of eventdriven financings, as well as refinancings, this means, on average, the fees per
deal will be less since same-purpose smaller deals tend to generate less in fees.
With a fixed equation of people to revenues, this ratio will be less for the
commercial banks than the investment banks. As firms compensate their
senior managers relative to their revenue generation, these senior people often
earn less than those same managers at investment banks. Also, organizations
tend to pay relative to other functions and departments within its
organization, which benefits the leveraged finance investment bankers more
so than the commercial bankers.
This is not to say that these professionals are not paid well. It simply means
that the scale is smaller at a commercial bank than at an investment bank. A
good rule of thumb is to assume that the same position at a commercial bank
is paid about 50-75% of what its peer at an investment bank is paid, up to a
certain point. As top performing first-year analysts at investment banks made
close to $150k in 2005 ($60k base salary, $10k signing bonuses, and $80k in
year-end bonus), the same top performing first-year analyst at a commercial
bank might have made $75k (base salary of $50-55k, $5-$10k signing bonus,
$10-15k year-end bonus). This would also apply to second- and third-year
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investment banking analysts: $175k and $200k at investment banks versus

$85k and $100k at commercial banks.
This compressed pay scale continues through the ranks. While the top
performing managing directors in an investment banks leveraged finance
group can expect to earn millions of dollars in any given year, a counterpart
at a commercial bank might expect to earn only multiple hundreds of
thousands of dollars. A top performing vice president at a commercial bank
might make $300-500k in compensation, whereas top performing senior vice
presidents at investment banks can make $1 million.
Lifestyle
Of course, the greater pay at an investment banks leveraged finance group
versus at a commercial bank is related to a lifestyle tradeoff. Generally,
analysts in a commercial banking leveraged finance division can expect long
days of hard work and occasional weekends, but not the grueling hours and
weekend expectations of their counterparts in investment banking corporate
finance programs. Instead, their hours are typically 8 a.m. to 9 p.m. (and often
extending until midnight), but absent the expectations of all-nighters and
everyday weekend work. Associates and vice presidents also generally have
better hours than their investment banking peers, with fewer late nights. At a
managing director level, the consistency of hours for a commercial banking
MD tends to be better than for the I-banking MD, although the difference in
hours is not as severe at the MD level as it is for junior professionals.
Also, there is less stress for those at commercial banks and commercial
finance companies when compared to the pressure at an investment bank.
This is partially due to the risk/reward fluctuation of salary and the ebb and
flow of hiring/firing that comes with the general economy.
In a bad economy, no job is safe at the investment bank. Investment banks
follow an up-or-out policy when it comes to scheduled promotions, such as
the promotion from second-year analyst to third-year analyst. These hurdles
can be very hard to overcomeregardless of an individuals performance
when a firm finds it has over-hired or the economy turns south. Considering
A-to-A promotions are only 50% in a good economy, this is definitely a major
issue to take into account. In contrast, commercial banks and finance
companies, such as GE and CIT, do not follow the same rigor and structure
these firms typically promote people into jobs when they are ready, rather
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than requiring that they make that leap after a certain time periods. These
firms are still very structured when it comes to hiring, firing, and promotions,
but in these downturn economies, they can afford to be less extreme when it
comes to promotions and firing.
When it comes to lifestyle and pay in leveraged finance, the mot important
factor is consistency. This goes for everything including hours, weekend
work, hiring/firing, compensation, and promotions. At the investment banks,
there definitely is a risk/reward payoff in the good economies. However,
even the top performers are not safe in bad economic times at these
investment banks, as they are subject to the volatility of the markets and the
effects the economy has on an organization. At a commercial bank or finance
company, the stability of the company has less to do with the financial
markets and, subsequently, so do all of these pay/lifestyle elementsa certain
amount of career stability exists during bad economies at commercial banks,
much more so than at investment banks.

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The Leveraged Finance

Career Path
CHAPTER 9
Analyst
Generally the lowest ranking tier on the leveraged finance totem pole, this
role usually involves all of the grunt work on a deal. At the major
investment banks, the analyst is either hired straight from an undergraduate
university or is a lateral hire from another firm. From here, they are placed
into a rigorous training program, where they are taught the basics of corporate
finance. After successful completion of the program, they are placed into
their leveraged finance groups. At commercial finance companies, analysts
are direct hires from undergraduate universities, are lateral hires from other
firms, or were previously part of a rotational finance program.
At the investment banks, analysts are usually hired into a two-year program,
where they compete against their peers for rankings that determine bonus
compensation and promotion. At the end of this two-year period, the
analysts contract is either extended for another year, making them a thirdyear analyst, or they are let go. Generally, 50% of second-year analysts can
expect to be promoted, but this depends on hiring needs, the economy, and the
general performance of the analyst talent pool. In some situations, this can
be as low as 25% and in others, as high as 90%.
After their first year, investment banking analysts are given a base pay
increase of $10k and a July year-end bonus. In good years, this bonus is
typically more than the analysts salary. Also, this bonus is indicative of the
analysts rank in comparison to his peers. As you might expect, the secondyear bonus is larger than the first, and is indicative of whether or not an
analyst can expect a promotion. If promoted to third-year analyst, the
individual can also expect another $10k bump in base pay and a larger yearend July bonus. Finally, as rumored across Wall-Street, there is the
occasional bonus well-below the class range, which is basically a signal to an
analyst that she is not wanted at a firm.
Aside from the typical routes, some investment banks will have junior
analysts matriculate into their corporate finance program. These talented
individuals often were not targeted (or did not apply) during the regular
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The Leveraged Finance Career Path
recruiting process for one reason or another. They generally pre-line for a
year before joining the corporate finance analyst program, giving them the
unique opportunity to see different groups over the course of a year before
signing the two-year analyst contract. Paid salaries and bonuses, they too are
considered analysts and often are the top performers in the corporate finance
program when they matriculate.
At the commercial banks and finance companies, analysts are generally either
from a rotational management program or are hired directly from
undergraduate universities. However, they tend not to be on a contract
basis, which means that they are employed without the option for the firm to
discontinue their employment after two or three years. At most of these
firms, analysts are paid on a January-to-January bonus cycle. These bonuses
are not as large as those of their investment banking counterparts. Naturally,
if hired from a two-year rotational program, analysts at commercial finance
companies can expect a quicker path to promotion to associate (a year or so
is not uncommon), a higher base salary, and a larger annual bonus.
A Day in the life of a Leveraged

Finance Structuring/Origination Analyst
7:30 a.m.: Its Thursday morning and you are just waking up from a late night
of last-minute pitch changes until 3 a.m. Youre headed to the clients office,
thankfully only a few blocks away in Midtown Manhattan at 11, so you
already printed and bound 25 copies of the refinancing pitch last night. You
check your BlackBerry to make sure that the deal didnt dramatically change
while you were sleeping, shut off the alarm clock, and grab your suit.
8:30 a.m.: You arrive to the office via the subway, coffee in hand, to find yet
another markup on your chair of the pitch from your associate. Thankfully
its only a few minor errors that you overlooked, but it means that youre
going to spend the next few hours racing around, making changes, and
substituting new pages. At any rate, it is better that you all caught the
mistakes before you were actually in the pitch. Usually you are not in the
office until 9:30 or 10, but with an important client pitch, you knew you had
to be there early today.
8:40 a.m.: You login and check your voice mail, only to have 20 new emails, from your other deal teams, capital markets colleagues, friends, and
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lawyers. You ignore a voice mail from your buddies, knowing that youll
need all of the next two hours. You put everything else that was on your chair
into the stack of stuff thatll get done later.
8:50 a.m.: Youre already cranking into the changes, saving the presentation,
when your MD drops by your desk and says, Lets make this final change
and update this slide. After you quickly do so and incorporate the other
changes, you send the pitch over to your production group, with instructions
on which slides to replace in your 30-page presentation.
9:30 a.m.: After sending the presentation, you walk over to find that the
presentations group is slammed with last minute requests. You call up your
associate, who comes over to help. For the next 30 minutes, you are printing
and swapping out pages while checking your BlackBerry. You also return to
your desk to quickly burn the new presentation to a CD and save it, yet again,
to your hard drive. Once the books are completed and flipped, you throw
them in a bag and call your car service to make sure that a car is ready and
waiting to leave at 10:15.
10:00 a.m.: Youve returned to your desk, only to have a flurry of messages
on your desk for other deals. Ignoring them, you grab your suit jacket, check
yourself over once in the mirror, and stop by the VPs desk, books and laptop
in hand. The associate is right behind you and now youre just waiting on
your MD, who is on the phone with another client.
10:30 a.m.: Now in the car, youre only 10 minutes away from the clients
office. The VP flips through the presentation only to temporarily freak out at
the last minute addition. The MD assures the VP that she made the change
and everyone reviews their speaking points for the presentation. Being
exceptionally diligent, you have printed out the latest news about the client
from the company web site, as well as online finance sites. You pass copies
around. Even though its a refinancing, its multiple billions of dollars in
financing for one of the firms most prominent clients, which means that if all
goes well, there are definitely more transactions in the pipeline for your team.
10:45 a.m.: You arrive at the clients office and you are escorted up to their
boardroom. You set up your laptop (the associate has also brought a backup)
and you plug everything in. You also set up each chair with a copy of the
presentation and establish a dial-in line, as your capital markets expert was
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good to go, which is your primary responsibility. You check for any last
minute BlackBerry messages before the presentation begins.
11:00 a.m.: The client arrives and the pitch begins. Business cards are passed
out, pleasantries are exchanged, and the slides are discussed. Occasionally
stopping for questions, the MD and VP tag-team the presentation while you
and the associate stay alert for any financial modeling questions. As it
happens, the CFO poses a brief question to you about the assumptions in the
financial model, which you rattle off with ease. Scheduled to last two hours,
the pitch moves quickly and actually ends on time. The client is pleased, yet
wants to discuss internally and get back to you with questions before arriving
at a final conclusion.
1:30 p.m.: The car you scheduled for the trip drops you off at the office and
you return to your desk exhausted. You grab another analyst and head out to
a local deli to pick up some lunch.
2:00 p.m.: Now eating lunch at your desk, you sort through voice mails and emails to determine what you need to conquer in the afternoon. Youve already
got a sit-down with Credit at 4 p.m. to discuss an auction financing for an LBO
by a major private equity firm, which Credit already does not like. Also, you have
a conference call at 6 p.m. to discuss closing dinner slides with your coverage
counterparts for your most recent transaction. Naturally, the associate from your
4 p.m. deal has been eagerly awaiting your arrival from your pitch, ready to tweak
the financial model and credit package with the newest changes from that VP and
MD. With a bid deadline on Tuesday, the financial sponsor coverage group wants
to get approval before the weekend, in order to put together some financing slides
for a Monday morning presentation with the PE firm.
2:30 p.m.: After youve made a list of things to get done and have returned a
phone call or two, you realize that these tweaks are going to take every
minute of the next hour and a half. You grab the most recent financial model
from the share drive, throw on your headphones and start cranking. If you are
lucky, the model will not implode and you will make the 4 p.m. deadline.
3:00 p.m.: Your parents call. Theyre worried about you, since you havent
called in a few weeks. You tell them that youll have to call them later, but
everything is alright. Now, back to cranking on your financial model
3:30 p.m.: The model is complete with the newest assumptions and you drop
these new numbers into the credit package. You scan through it to make sure
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nothing else needs updating. Doing this, you notice that financing scenario is
better, but still somewhat unlikely to get approved. The associate and VP stop
by your desk to take a look and make sure they dont want to make any other
changes.
3:40 p.m.: The financial sponsor coverage team called and wants to check on
the conference room for the meeting with credit. You double-check, get back
to them, and call up the credit executive. The associate and VP made their
minor changes to the presentation, so you click print on 10 copies on the
presentation and the financial model. The printer is busy, but youve got two
backups. Clicking print on both of these printers, you and the associate grab
five binder clips each and wait for the printing to finish. At 50 pages each,
this could take a little while.
3:55 p.m.: The printing is complete. Promising to meet the VP and MD in
the conference room three floors down, you and the associate grab your
notepads, financial calculators, binders of company information, and the
credit packages. You should make it with a minute to spare.
3:59 p.m.: Nearly out of breath, but right on time, you pass out the credit
packages to everyone in the room: the financial sponsors coverage team, your
origination/structuring team, the corporate banker, the credit executive, the loan
capital markets MD, and the high-yield capital markets MD. For the next hour,
everyone reviews the package, asks questions about the deal, the due diligence,
and the company. You get to answer all of the financial modeling questions,
while the associate tackles the mundane company questions, since you both
decided early on to adopt these sections of the presentation. Somewhere during
the presentation, you notice two or three minor errors, but since theyre buried
in 50 pages of work, nobody can blame you.
Surprisingly, at the end of the meeting, the credit executive gives signoff, but
asks for some minor information, which you make note of and promise to
deliver. The financial sponsor coverage team schedules another sitdown on
Tuesday morning to discuss the sponsors reaction to the financing proposal,
since they will be with the client all day on Monday. However, at this point, your
firm is just trying to remain competitive with the other financing firms and its
expected that there are many rounds of bidding and credit approval remaining,
if your private equity group also remains competitive with its overall bid.
5:00 p.m.: With so much racing around, you avoid your desk in order to grab
a quick cup of coffee with an associate friend of yours. A recent business
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school grad, she talks about how much you would enjoy the two-year break
from this lifestyle. A third-year analyst up for the analyst-to-associate
promotion next year, you recognize that you have a lot on your plate to
consider. However, bonus talk has already come out for the first-year
associates, and with numbers that high, it looks quite enticing to stay around
for a few more years.
5:15 p.m.: You return to your desk, scan your list of things to do, and knock
out the low-hanging fruit, as well as those things needing to get done before
6 p.m. The MD with your deal team from the morning pitch has just talked
with the client, who accepts your firms financing offer. He fires around an
e-mail, with congratulations, as well as a first-thing deal team sitdown in the
morning to get started on drafting the info memo and launching the
transaction. In the meantime, he tells everyone to go home soon, since theres
plenty of work to do tomorrow. Although exciting, you know that you will
spend the majority of your weekend cranking on an info memo and prepping
for a deal launch. Thank goodness this transaction is a standard loan
refinancing from a prior deal, otherwise you would be up all night worrying
about a high-yield roadshow and/or rating agency presentation.
5:50 p.m.: You finish up some e-mails and phone conversations, so that you
can check out what is needed for the 6 p.m. conference call. Planning a
closing dinner is somewhat enjoyable, as it is a chance to reminisce about the
deal. You quickly review the deal toy choices, which were sent over to you
from the firm preparing them, and you e-mail those choices out to the team.
Since the dinner is two weeks away, youre still in the idea generation phase
with the team, but you have already written down memorable quotes, made a
reservation at a high-end restaurant, sent out invites, and put together a slide
of transaction highlights.
6:00 p.m.: The conference call only last 30 minutes and everyone is given a
task to complete before Monday morning. Your task is to start sketching
PowerPoint slides with the associate. Enjoyable? Somewhat. Time
Consuming? Very.
6:30 p.m.: You start thinking about ordering dinner for the evening, while
you check CNN and ESPN to see what happened in the world today. Since
you will definitely be at work late, you place an order with your team from
the local Chinese restaurant.
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6:45 p.m.: You make a quick call to the parents, who are happy to hear that
all is well and that you are still alive.
7:15 p.m.: Dinner arrives, so you go downstairs to pick it up. Carrying it
upstairs, you locate an unsuspecting conference room, which will now smell
like General Tsos chicken for the next two days. Most of the analysts and
associates from your group eat dinner together, talking about anything and
everything.
7:45 p.m.: You get back to your desk to find a markup of the credit package
from the VP on your second deal. The credit package markups are needed by
first thing in the morning, as the financial sponsor coverage team wants to
switch up the transaction structure entirely. Of course, this will require
another meeting with credit tomorrow, which means all chances of a
reasonable Friday departure are ruined. Also, it is about right now that you
realize youll be cranking most of this weekend to update slides in the
financing pitch for Monday. However, since it is not the final round of the
auction, this will be a relatively easy task. Realizing that you also have a first
thing meeting with the MD of your live deal, which will likely take all day to
finish, you decide to knock out these credit package changes ASAP.
10:00 p.m.: After finishing the modeling of the new transaction structure,
with your associate periodically checking in, you are able to finally send over
the credit package and model to the financial sponsor coverage team. They
take your information, review it, and will undoubtedly call you with
questions. However, it is time for a quick water break and then time to crank
on the new info memo, for your live deal. You start by preparing the
essentials: the contact list, the table of contents and framework, the timetable,
and the historical company financials.
10:30 p.m.: The financial sponsor coverage team calls about the model, which
makes you nervous. However, they call to say thank you and to ask about some
quick modeling assumptions you have made. You walk them through your
changes and plan on touching base with them tomorrow. Since you have
everything under control, your associate from this deal decides to go home.
11:00 p.m.: The associate for your live deal was stuck cranking on a lenders
presentation for another deal, but is finally packing up her stuff and calling the
car service to go home. Knowing that you have a chance to save at least a few
hours of your weekend time, you decide to crank for a little bit longer on the info
memo. Since tomorrow will be busy, this also might be all of the good cranking
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time youve got in the next 24 hours. Also, you know the deal team will be
impressed when youve made good progress by tomorrow on the outline.
2:00 a.m.: Realizing that youre exhausted, but have made great progress on
the basic sections of the info memo, you decide to call it a night. Thankfully,
there are many other analysts still cranking away, which kept you company
for the past few hours. Since you live in Manhattan, you do not need to call
a car service. Instead, you will just hop in a taxi waiting outside. To finish
up the day, you respond to some e-mails from friends, shut down your laptop,
and grab your BlackBerry. It has been another long day at the office, but the
weekend is getting close.
Associate
At an investment bank, the first-year associate role tends to be filled either by
someone who was promoted from a third-year analyst to associate, or by
someone who was hired from an MBA program. Lateral hires into associate
roles are not uncommon, but they do not comprise the vast majority of firstyear hires.
The A-to-A step (from third-year analyst to associate) is a very significant
promotion, as it recognizes that an analyst has the skills necessary to manage
a larger portion of a deal. This promotion often comes with the annual July
bonus, a re-signing bonus of $30-40k, a month for incoming associate
training (or a month off), a base pay increase to $95-$105k, and a stub bonus
in January ($40-50k), in order to formally switch to the Jan-to-Jan pay cycle.
Not only are these promotions somewhat rare, but usually promoted analysts
choose to go other routessuch as business school, private equity, or hedge
fundsat this time.
Graduates coming from MBA programs are also given the same signing
bonus, base salary, corporate finance training, and stub bonus as their A-to-A
peers. These MBA hires in many cases interned during their summer between
program years, giving them the ability to lock up their career path well in
advance of graduation. They, like A-to-A associates, are also given very large
year-end bonuses, pay increases for each successful year of employment, and
force-rankings against their peers. These associates are almost all older than
their A-to-A counterparts, but they bring a different point of view and career
experience to the table.
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At commercial banks and finance companies, the promotion to associate

tends to be less eventful. Often, an analyst is promoted without a re-signing
bonus, but simply an increase in pay to somewhere in the range of $65-80k.
As they may already be paid on a January-to-January bonus cycle, there is
typically no need for a stub bonus. However, for associates coming from
business school, it is not uncommon for the firms to pay a relocation bonus
of $10-15k and a stub bonus in January that will be smaller than that of their
investment banking peers.
Most associates at investment banks, commercial banks, and finance
companies tend to spend three to four years in the associate role before
promotion to VP. If there is a senior associate or junior VP title, this can mean
less time with the associate title. At commercial banks and finance
companies, promotions are generally less eventful and will occur at earlier
periods than at investment banks. Furthermore, with the formality that exists
at investment banks, associates who have been in their position for three-anda-half years and are not promoted to VP are usually asked to leave. This is
not necessarily the case at commercial banks and finance companies.
A Day in the Life of a Leveraged

Finance Structuring/Origination
Associate
7:00 a.m.: Its a little bit early for you to be up, but you want to get a head
start on the day. Since its a Friday and your analyst has been cranking late
on an info memo for a new deal, you definitely want to get into the office and
review it ASAP. Also, your MD has called a 9 a.m. meeting for this deal and
you want to be prepared. So, you grab the BlackBerry and head to the office.
8:15 a.m.: Even as a third-year associate, you still are not used to the early
morning hours, which follow long evenings. Although you were at work until
11 p.m., your adrenaline still runs high, as you are now on two live deals.
One, a multibillion dollar refinancing, was just mandated, and the second is
in market with a lenders meeting on Tuesday morning. Theres always
plenty going on in this job, which is exactly why you love it. You check emails and start to review the info memo shell that your topnotch analyst
worked on late last night. That kid is definitely going places.

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8:40 a.m.: Realizing that youve got 20 minutes until your meeting, you run
downstairs to grab a cup of coffee and a bagel.
9:00 a.m.: You finish your bagel at your desk while reading the info memo, and
head over to the meeting, where the MD outlines the next tasks for the
transaction. The MD is exceptionally pleased to know that the info memo was
already started and you all talk about the next steps. You set a firm deadline for
the info memo to be distributed to lenders, for a lenders meeting to be held, and
for sitdowns with the sales and capital markets teams. The MD, always on the
BlackBerry, forwards you all a note from senior management, which says how
proud they are that the deal team pulled off another successful pitch. As you
have been on quite a number of deals, you recognize that this is the calm before
the storm and the crunch time before the deal launches.
10:00 a.m.: With some clear deadlines in hand, you quickly debrief with the
analyst, dividing up responsibilities. You all agree to meet at the office at 10
a.m. tomorrow, to make sure that everything is on track and to review progress.
Since the other analyst on your live transaction is out of the office for recruiting,
you are doing all of the heavy-lifting for the lenders meeting and will need all
of the help on this deal possible. With two live deals in market, things are busy
right now. Thankfully your auctions have gone radio-silent, while the owners
review bids from the private equity shops and financing firms.
10:15 a.m.: You return to your desk to find some investors have already
called about the new transaction, even before the lenders presentation has
gone out. You call them back, giving them some information, and passing the
word along to your sales team. People are definitely excited about this deal.
10:45 a.m.: As soon as you set down the phone, the VP for this deal comes over
to your desk, checking in with you about the presentation. Almost on cue, the
client calls, asking to review the lenders presentation slides you sent last night.
Since they will be traveling to New York on Monday for the presentation on
Tuesday, theyd like to wrap up any major changes before the weekend.
11:00 a.m.: You make the call to the client, going slide-by-slide through your
newest update to the presentation. You discuss talking points, where you all
should meet, and any other changes. The client suggests updates to a few slides
and you make note of them. Knowing these changes will be made to the info
memo, you make note to change those as well. You promise to send them a soft
copy of the slides by 4 p.m., so they can print them out before they leave for home.
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12:30 p.m.: Immediately after you get off the phone, you begin reviewing the
changes. Recognizing that this will take you a few hours, you decide to grab
a bite to eat from the cafeteria downstairs, since you know that you can get
back to your desk quickly.
12:50 p.m.: Eating lunch at your desk, you start cranking on changes. The
VP stops by periodically to ask questions, but otherwise you spend most of
the afternoon cranking on the changes and double-checking everything.
Since hundreds of investors will be scrutinizing this deck of slides, you want
it to be as perfect as possible. Also, since this is going back to the client, you
want the work to be top-notch.
3:00 p.m.: With the changes made, you circulate this presentation to the VP
and MD to show them what you are sending. Often, the CFO and treasurer
will call you directly and vice versa, but you still like to touch base with your
deal team. Once you have final approval from them, you send over a copy of
the lenders meeting slides.
3:30 p.m.: Your e-mail to the client has been sent, so now it is time to check
in with your other deal team. Meanwhile, the analyst is cranking on the
transaction overview section of the info memo and making good progress.
You both grab some coffee to take a break, while you discuss the weekend
and career stuff.
4:00 p.m.: Once back to your desk, you check e-mails and voice mails. You
make some calls to friends, check CNN and the WSJ, and catch-up on the rest
of your day. About this time, the analyst from your deal has arrived back in
the office from the high-yield bond roadshow, completely exhausted. You
both sit down to update on what has happened with the lenders presentation,
while you strategize what needs to happen before Tuesdays meeting.
However, since the final approval for the deck of slides has not yet been
given, you are really in a holding pattern on that front. Yet, updates need to
be made to that info memo, so that it can be sent to investors immediately
after the meeting. This will definitely be your weekend work.
5:00 p.m.: Before your MDs leave for the weekend, you check in with each
of them to make sure they know where everything stands. The lenders slides
for the first transaction look great, the shell of the info memo for the
refinancing transaction is underway, and your auctions still remain quiet with
no news. From the looks of it, you might actually have something of a
weekend. You also make sure to check in with the VPs, since they are leaving
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shortly too. As one of them is drafting part of a credit agreement this

weekend, she invites you to hop on a conference call tomorrow morning at 11
a.m. Since you will be in the office anyhow, this is totally fine by you.
6:00 p.m.: You stop by both analysts desks to see how they are doing. You
divide up some minor tasks, so that everyone can get out of the office tonight,
since it is a nice evening outside. With only a few hours of work on Saturday,
you feel great about this weekend.
7:00 p.m.: You shut down the laptop, remind the analysts not to stay late,
since a lot of that work can be done tomorrow, and you head home. As for a
7 p.m. departure on a Friday, you have seen a lot worse!
Vice President
The promotion to vice president signifies a shift in responsibilities to more deal
management and client interaction. At investment banks, this promotion is often
very formal and is reviewed by a management committee, as well as the leveraged
finance group heads and the teams managing directors. This review is necessary
because it generally means an employee will be paid bonuses in company stock,
will be assuming client relationships, and will likely spend the majority of her
remaining career with the firm. At commercial banks and finance companies, the
promotion process is still rigorous, but usually not as intense and can generally be
approved by a single group head. Also, without the typical investment banking
stratification or class system, a promotion to VP is not usually dependent on
years of service with the firm at a commercial bank or finance company.
The vice president role is the point at which firms tend to depart from each
other with respect to how they organize their hierarchy. At some firms there are
junior/senior vice presidents and even principals/directors, before the final
promotion to managing director. At other firms, the managing director title is
only used to signify a group head, which means someone could be a VP for
quite some time and might not ever make managing director. Finally, at other
firms, the vice president title is passed around to anyone with client interaction,
in order to make clients feel as if they are dealing with the firms best talent.
As is the case with analysts and associates, vice presidents are usually grouped
into classes based on when they joined the firm. However, it is at this level
where pay tends to vary from firm to firm and group to group. A few firms will
pay their vice presidents bonuses based on their individual fee generation, while
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most will pay based on forced class-ranking, much like the analyst/associate
model. Since VPs are not usually responsible for client relationships, the latter
tends to be the norm, but revenue-generating VPs tend to be paid quite
differently than non-revenue generating VPs. At the same firm, a VP in risk
might expect to earn $250k including bonus, whereas a top-tier VP in
origination might expect $1 million a year or more in total compensation.
Finally, VP pay can be remarkably different from firm to firm. VPs within
origination groups at the top-tier investment banking leveraged finance shops are
the highest paid, whereas risk/credit VPs at middle market leveraged finance
shops with significantly less deal volume and fee generation are probably the
least. Therefore, when choosing a firm for a career in leveraged finance, it is
important to consider the nature of your role, the firms deal flow, and your team,
as this could have a very substantial impact on compensation in the future.
It is also at the VP level where compensation tends to be paid mostly in stock
options, as bonuses well exceed base salaries. (In good years, this can even
be true at the senior associate level.) At any rate, most firms will choose to
reward a certain amount (lets say $250k, for example) of compensation in
cash, with the remaining portion in stock options that must vest over a period
of time. This tends to encourage the top performers to spend the majority of
their careers with firms so that they do not leave cash on the table. Most firms
also structure a formula into the equation that makes all of your options vest
immediately once you reach a certain age, enabling you to leave the firm at
that time without leaving money on the table.
Unlike the A-to-A and associate-to-VP promotion cycles, VPs are not necessarily
on a specific timeline when it comes to MD promotion. It is common that a VP
will spend five to 10 years employed at a firm (potentially longer), without getting
the MD nod. Some firms only reserve the MD title for group heads, thus leaving
a large number of VPs in the mix and the need for both senior and junior VPs.
Managing Director/Group Head

The managing director title is the pinnacle of leveraged finance, and banking
in general. Managing client relationships is the key to this job and, in the case
of origination/structuring, generating fees for the firm comes with this
responsibility. That being said, there are usually more MDs in
origination/structuring roles than there are in credit/risk/underwriting roles.
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But being an MD also usually signifies having direct reports in the banking
hierarchy. Group heads are often just MDs with more responsibilities. They
are also usually signed to long-term financial contracts due to these duties.
The typical first-year MD is somewhere in his late thirties and has been with a
firm from associate to VP to MD. Usually promoted after a thorough review
by the firms management team, this role is reserved not only for someone who
has put in years of service to the firm, but also shows the potential for many
more. As mentioned earlier, promotion to MD does not just happen after three
or four years at the VP level. Like Hall of Fame inductions for professional
sports, there are numerous qualified people, but only a certain handful of these
candidates make it every year, depending on a firms needs. The best-of-thebest performers might find themselves in an MD role in their early/mid 30s,
promoted the first year possible and well on their way to top-tier management.
Managing directors at the investment banks are well-compensated for their efforts.
Group heads can be rewarded with contracts in the multiple millions of dollars, and
rainmaking origination/structuring MDs often find themselves in similarly
lucrative positions. The typical leveraged finance MD can usually expect to earn
$1 million or more in solid economic years, possibly as much as $3 million for
outstanding performance. Conversely, an MD in risk might only earn $500-$750k
in comparison, which is less than his/her peers at the same firm. At commercial
banks and finance companies, origination/structuring compensation for MDs tends
to be in line with the risk/credit functions at the investment banks.
Because this compensation is paid nearly entirely in bonuses, each January can
be quite an intense month for a managing director. MDs tend to scrutinize the
salaries of their peers at other firms, making sure they are paid in line with the
Street. Due to this scrutiny, it is not uncommon for The Wall Street Journal or
New York Post to publish compensation studies, which break down the typical
pay of firms for analyst/associate/VP/MD. With compensation such a hot topic,
big-name players will often move from firm to firm in order to seal the best deal
possible.
Managing directors often spend the remaining portion of their careers with a
particular firm, in part due to the sheer value of their stock options, and then
usually leave these firms once they have reached their mid/late 50s, unless they
have been promoted to group head positions. However, due to the nature of the
lifestyle and the pressure, it is not uncommon for an MD to retire by 55 in order
to collect all of her stock options. From here, many MDs go on to start their own
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businesses, join charitable foundations, and even serve on the boards of directors
of their former clients.
Transitioning to Private Equity/Hedge Funds

These days, leveraged finance is one of the hottest places to work
before pursuing a career at a private equity shop or a hedge fund, a trend
easily confirmed by searching through the bios of private equity
associates/vice-presidents on the web sites of big hedge funds and PE
firms. Because they have so much transferable work experience, as well
as an understanding of the industries, top-tier analysts, associates, vice
presidents, and even managing directors commonly leave their positions
at leveraged finance firms for these shops.
More often than not, those working in leveraged finance seeking careers in
private equity tend to make the career switch after their analyst years. Most
of the big name PE shops hold recruiting seasons in the early fall for their
expected incoming July class. Much like the traditional investment banks,
these PE shops tend to hire analysts for two-year periods and then send them
along to the top-tier business schools: Wharton, Harvard, and Stanford. In
many cases, these analysts return to their PE shops as associates after
completing their MBA. This means that PE shops are reasonably able to
predict the number of resources needed to fill for each and every hiring year.
Therefore, they seek out this analyst talent at the cream-of-the-crop
investment banks and leveraged finance shops very early in the year.
By hiring headhunters and using word-of-mouth on the Street, these private
equity shops are always on the lookout for the best talent for next year.
Analysts fortunate enough to land interviews at the big-name private equity
shops will face extremely tough interviews. These firms will often conduct
intense take-home financial modeling sessions in order to make sure that an
analyst has the skills to succeed. Highly sought after, these interviews can
weed out even the best talent. Candidates from leveraged finance, financial
sponsors coverage teams, and M&A groups tend to comprise the majority
of interview schedules, due to their financial modeling and deal experiences.
Another reason for this July-to-July switch to PE has quite a bit to do
with bonus pay cycles. Private equity shops also tend to pay their junior
resources on a July-to-July basis, which is in line with the start of
business school, as well as the bonus period for the analysts they are
hiring. For this reason, many associates and VPs tend not to be involved
with the PE recruiting process, choosing not to lose valuable years of
work experience or potential pay at their current firms.

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As for hedge funds, analysts within leveraged finance are highly soughtafter commodities because of their credit training experience. However,
in contrast to private equity firms, hedge funds tend to hire employees
as needed, without a formal recruiting cycle. Hedge funds also tend to
place less emphasis on an MBA. With less hierarchy and less formality,
this means that analysts/associates/VPs/MDs are all targets of hiring, if
their skills are needed. Headhunters tend to play a large role in this
process, finding candidates with the right backgrounds, in order to find
a good fit for a firm. Quite often, those in leveraged finance tend to
have the right background and experience for this career path.
Private equity and hedge funds offer a very different experience for the
leveraged finance analyst/associate. While closing a deal (private equity)
or modeling a transaction (hedge fund) might require quite a bit of time
and effort, the general lifestyle of the junior resource is more predictable
and less hectic than in leveraged finance. These resources are paid
comparably to their investment banking peers, if not more favorably. It
is not until they reach the senior level where they usually get carry (the
ability to invest) in the firms transactions or fundraising. When this
happens, compensation is often taken to the next level.
As for senior professionals, the lifestyle tends to be similar to leveraged
finance in terms of hours. However, there tends to be less of a sales
nature to the positions at PE firms or hedge funds when compared to
leveraged finance or investment banking, as compensation at both PE
shops and hedge funds hinges on the performance of financial assets,
not selling a firms service. At the highest level, there is still a sense of
networking and client interaction at private equity shops, in order to buy
firms and maintain relationships. At hedge funds, the portfolio manager
is less engaged with this social aspect of working, but still is wined-anddined at the expense of the investment banks.
Instead of the process-oriented deal environment of leveraged finance,
these private equity shops and hedge funds tend to employ a buy-and-hold
strategy. Where the leveraged finance firm holds the underwrite exposure
of a company for a few weeks until a syndication is complete, a hedge
fund might hold a position for months, and a private equity shop for years.
Both firms seek value in the underlying asset, not the completion of a
transaction. Due to this buy and hold mentality, this lends a more
normal lifestyle, with more predictable hours for those in private equity
and at hedge funds. These firms also tend to reward based on the
financial performance of the transaction, which can be extremely profitable
for the senior management of the firms. Although leveraged finance can
be very lucrative for an individual, the sky is the limit when it comes to
compensation at the highest ranks of private equity and hedge funds.
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Final Analysis
A dynamic and ever-changing industry, until the past decade or so, leveraged
finance truly was the sleeping giant of investment banking. But as financing
firms realized its potential, as the financial markets expanded, and as
investors realized its vast opportunity, this giant awoke. Now a premier
training ground for those crme de la crme private equity shops and hedge
funds, as well as a lucrative profession for even the best investment bankers,
the world of leveraged finance has only begun to take off.
Over the next 10 years, the markets are only expected to get more fluid,
products more complex, investors more savvy, and volume more robust, so
leveraged finance is not only a good place to be now, but will continue to be
for the foreseeable future. From its origins with junk bonds and commercial
banking, leveraged finance has truly come a long way.

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About the Author

William Jarvis graduated from Georgetown University's McDonough
School of Business and has worked at General Electric Capital and JPMorgan
(the leveraged finance group).
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Vault Career Guide To Leveraged Finance

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The medias watching Vault!

Heres a sampling of our coverage.

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Copyright 2006 by Vault Inc. All rights reserved.

Chapter 1: The Background of Leveraged

Leveraged vs. Investment Grade: An Important Distinction . . . . .6

Investment Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19

The Leveraged Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .33

Vault Career Guide to Leveraged Finance

Capital Markets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .49

The Leveraged Buyout . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .55

Chapter 6: What Leveraged Finance Firms are

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Vault Career Guide to Leveraged Finance

Commercial Banks and Commercial Finance Companies . . . . . .90

About the Author

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Chapter 1: The Background of Leveraged Finance

Chapter 4: Leveraged Finance Groups

Why leveraged finance?

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Vault Career Guide to Leveraged Finance

Leveraged vs. Investment Grade: An

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Vault Career Guide to Leveraged Finance

Standard & Poors (S&P)

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Vault Career Guide to Leveraged Finance

Hows your credit?

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Vault Career Guide to Leveraged Finance

Ratings determine access to financial markets

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The History of Leveraged Finance

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Vault Career Guide to Leveraged Finance

The bond market

The expanding market of debt

Vault Career Guide to Leveraged Finance

markets, which present greater risk? Furthermore, if a company defaults on

Good news for the banks

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Vault Career Guide to Leveraged Finance

Leveraged Finance vs. Corporate

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Vault Career Guide to Leveraged Finance

groups dedicated to originating deals (proposing deals to existing or new

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Vault Career Guide to Leveraged Finance

Different experiences: working in the coverage

Vault Career Guide to Leveraged Finance

Types of Leveraged Finance Deals

Opportunities In Leveraged Finance

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Vault Career Guide to Leveraged Finance

Vault Career Guide to Leveraged Finance

Amortization, it measures a companys earnings from its operations.

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Major Industry Players

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