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  • ED HARRISON: Ed Harrison here for Real Vision.

  • I'm talking to Dan Zwirn, who is the CEO of Arena Investors.

  • Dan, great to have you here for debt week.

  • DANIEL ZWIRN: Thanks for having me.

  • ED HARRISON: I think before we came on camera, I was telling you off camera that we're having

  • what's called debt week, with the beginning of 2020.

  • The reason that we're talking about debt is because a lot of people don't understand that

  • debt is actually a bigger market than the equity market is.

  • That's right, isn't it?

  • DANIEL ZWIRN: Yes, the debt markets overall are far larger than the equity markets across

  • loans and mortgages and tradable bonds, and treasuries, and all the different obligations

  • out there.

  • There's an enormous number of things to choose from when you're thinking about playing the

  • markets.

  • ED HARRISON: Give me a sense of the comparative size of the market because when I look on

  • television, I get the sense that it's all about stocks.

  • DANIEL ZWIRN: Yeah, well, you can imagine, there are literally trillions of different

  • opportunities out there and in fact, we've never had more debt than we do now because

  • of the tremendous amount of issuance that happened over the last 10 years.

  • A lot of that debt ends up getting bought by the very same people who issue it when

  • you think about the sovereigns globally.

  • Basically, if you're an owner of an asset, there's never been a better time to raise

  • debt against it.

  • ED HARRISON: Now, we're going to do a soup to nuts conversation on debt, because my understanding

  • is you look at a full panoply of different markets, where their potential dislocations.

  • I think of it, there's this term that I came across called fingers of instability that

  • accumulate over time and then at stressful points, maybe you'll have a trigger, and it

  • will cause a mini crisis or a larger crisis, like we had in 2008.

  • Your thesis is basically that it's not a question of if, it's a question of when we get to the

  • next crisis.

  • January 13th, 2020 - www.realvision.com 3 The Interview: Profiting from Mispriced Credit

  • Risk DANIEL ZWIRN: Yeah, I think there's two parts of it.

  • First of all, there's always some combination of industry product geography where there's

  • a debt crisis ongoing whether that's due to a particular issuer or a particular country

  • or other geography, like a Puerto Rico or a Greece or an Italy, or whether that's related

  • to a particular industry like oil and gas, there's always something going on.

  • When we look at all of the things out there, we're always comparing risk reward and thinking

  • where are people running from, so that we can take a look at where we might want to

  • place ourselves.

  • At the same time overall, there can be-- at the end of the day, everything's correlated.

  • There are times of extremes like in a way, or a 102 or 98 or 94 where a lot of the issues

  • that arise in one or more market starts to bleed into the other ones.

  • In an ideal world, we like to avoid macro views generally, because markets can be if

  • you will, stupid longer than you can be solvent, so to speak.

  • We try to focus on where the actual idiosyncratic or alpha related distortions are the greatest.

  • ED HARRISON: One of the things I guess that I'm thinking about is the length of this credit

  • cycle or this business cycle.

  • You hear the term that we're near the end of the cycle and as a result, these kinds

  • of issues are things that we want to talk about.

  • Before I go into what those issues are, because I think you have an interesting framework,

  • what does that term we're late cycle, what does that mean to you?

  • DANIEL ZWIRN: Well, I would say it's hard to discern and that we simply, as [indiscernible]

  • of a matter, don't have that many data points, depending on who you look, who you speak to,

  • and the data that you look at.

  • Perhaps we have 100 or 300 or 600 years of data, depending on what markets you examine.

  • To draw any particular conclusions other than what goes up must come down is difficult.

  • Certainly since '08, we have had a series of basically market distortions created by

  • primarily developed market monetary authorities that preclude actual risk from being appropriately

  • priced.

  • It's been a long, long time since there's been legitimate price discovery in the markets.

  • At the end of the day, when you look at even equities, equities are ultimately the derivative

  • of the credit markets.

  • They're just the thing at the bottom of the capital stack.

  • Over time, people compare dividend yield on stocks with yields on debt.

  • That entire structure has been distorted by monetary authorities effectively underpricing

  • the front end of the term structure of risk reward.

  • What we have is a whole series of distortions that have arisen when that bubble ultimately

  • pops unclear, because when you keep rates flat or negative and there's very little premium

  • put on top of those rates to price risk, ultimately, issuers that are not terribly credit worthy

  • can frequently afford to pay very, very minimal rates to sustain a level of principle and

  • particularly, when structures are really weak, can live to fight another day for years and

  • years and years.

  • When we look at the world, we don't want to focus on what the greater fool may do or what

  • might happen.

  • We try to focus on places where those distortions have presented themselves typically in some

  • particular, again, geography or industry, etc., that allow us to hopefully take advantage.

  • ED HARRISON: I want to get to that, this specific markets that we're going to be talking about,

  • but first, let's go to your framework in terms of what you were thinking about in terms of

  • where these fingers of instability are.

  • That's because since 2008, there've been some institutional changes within debt markets.

  • I think you enumerated five basically that are critical to thinking about how this could

  • play out.

  • Can you go through step by step, maybe we'll go through the five, one after the next?

  • DANIEL ZWIRN: Sure.

  • Well, I would first say I enumerated those five factors in an academic paper.

  • There's only a subset of those things that we see that were able to be substantiated

  • in an academic level.

  • It's not to say that there are no other factors that we see in the marketplace every day,

  • but it's hard to get your arms around some of the numbers.

  • With regard to those five, I would start with collateral.

  • At the end of the day, a number of folks look at default rates as an example.

  • When they think about the quality or lack of quality of debt obligations, what we have

  • seen is that at the extremes, if I have incredibly weak covenants, and I charge a really small

  • coupon, well, then I can have no defaults.

  • People tend to-- agencies and other evaluators of credit, look at coverage meaning how much

  • cash there is to cover the obligations that I have from my debt instrument.

  • Well, again, if I don't charge a whole lot, then I can have high coverage and I can be

  • comfortable.

  • Nevertheless, I may have an actual overall obligation that's very large.

  • In fact, maybe larger than my asset value.

  • We like tend to look at leverage, not coverage.

  • When you just dispassionately look at the amount of leverage in the system across corporate

  • property, structure, finance, consumer and other personal applications out there, what

  • you see is an enormous amount of debt relative to the underlying asset value.

  • Actually, you have a tremendous appreciation in asset levels.

  • What is not necessarily understood is the degree to which people perceive there to be

  • substantial equity value, because debt is cheap and lenders tend to-- there are situations

  • where lenders tend to price very low because they perceive a lot of equity value.

  • Those two things are not independently evaluated.

  • They're effectively a zero sum.

  • ED HARRISON: Basically, you're saying that equity is the residual value with debt at

  • the top of the stack?

  • DANIEL ZWIRN: Correct.

  • We're at historical highs in terms of the enterprise value divided by cash flow that

  • people are willing to pay for businesses or assets.

  • Part of that is because we can access very cheap and large amounts of debt that allow

  • us to make equity returns that we otherwise wouldn't have been able to make.

  • At the same time, providers of debt are saying, well, this, I have real confidence that my

  • loan to value is relatively low because of all the equity that these people with equity

  • are willing to put in underneath me.

  • Effectively, it's like two drunken sailors keeping themselves up.

  • At some point, one of them might stumble over.

  • When you look dispassionately at the credit statistics out there, you're seeing enormous

  • amounts of debt relative to asset values, you're seeing structures that are very, very

  • weak, where people are not getting appropriately protected as creditors at the top of a capital

  • stack.

  • You're seeing terms in duration, which effectively, we have not seen the intrinsic risk of duration

  • priced as low as it has for decades.

  • Everything is set up for such that people are not getting compensated for risk they're

  • taking.

  • If you look at the stats across the-- and I think we go into the second area, the ratings

  • agencies, you're seeing a tremendous amount of BBB relative to the rest of high yield.

  • Why is that?

  • Because there's a very particular subset of investors that will only invest investment

  • grade and above.

  • There are tremendous incentives to do a whole lot of numerical gymnastics to be able to

  • access an investment grade rating that otherwise perhaps 10 years ago, wouldn't have been given

  • in order to access that group of investors that tends to be comfortable taking a relatively

  • low return for any given risk that they're assuming.

  • ED HARRISON: Let me back up on two things because yeah, and by the way, when you were

  • saying that, I was thinking about David Rosenberg, as I spoke to him, and he was talking about

  • this too, I want to get a point in about the credit quality of BBBs relative to what they

  • were before.

  • The interesting thing, I think maybe this is a rhetorical question on some level, because

  • you mentioned the Fed and other central banks in the developed economies.

  • Why is it that these investors are not being compensated for extending out for duration,

  • or for taking on the risk that they're taking off?

  • DANIEL ZWIRN: I think it comes down to the sheer supply and demand.

  • There's only so many issuers.

  • There's such a tremendous volume of capital that needs to be deployed, it needs to attempt

  • to get some level of return, that people are willing to accept historically low levels

  • of return when they think about the return they're getting relative to the other alternatives

  • they have.

  • When you see, unfortunately, a vicious cycle where if you lower rates, you make that hunger

  • for yield all that greater and we'll have people who are willing to buy more of it and

  • take less return over time until the market tells them no.

  • ED HARRISON: One of the things that hits me when you talk about this is this whole concept

  • of servicing debt.

  • Debt service costs being the marker versus leverage.

  • To me, that smacks of hubris in the sense that as soon as rates go up, those debt service

  • costs go up and suddenly, you have what seemed like low default rates not become low.

  • DANIEL ZWIRN: Sure.

  • Well certainly, that's certainly the case with regard to floating rate obligations.

  • Ultimately, even fixed rate obligations as a reprice will be priced against the available

  • floating rate and move up themselves.

  • What I think is not taken to account by investors frequently is the fact that there's a level

  • of correlation between risk free rates and premium to risk free.

  • If you see a real move up in risk free rates, ultimately, you frequently see big moves up

  • in spreads.

  • At same time if both happen, you have potentially a reevaluation of the underlying asset yields

  • necessary to appropriately compensate investors for owning assets or enterprises, and therefore

  • a material decline in not only asset values as you perceive, but also more importantly,

  • equity values that are subordinate and effectively managed by that debt.

  • These things can spiral out of control as they have in prior crises.

  • That said, again, there's tremendous incentives on the part of monetary authorities to keep

  • rates low as well as support the term structure of risk through other means, including buying

  • obligations directly in the marketplace.

  • I think while a crisis is not inevitable, it may be highly likely and in fact, it may

  • ultimately be preferred, because I would argue that what is inevitable is either a crisis

  • or a long term malaise.

  • Where, as an example where you have Japan, already at and potentially Europe going.

  • That's not such a great thing either.

  • We have this tremendous number of distortions happening because risk isn't appropriately

  • priced and because price discovery is not out there.

  • In fact, that leads to the third issue, which is that-- in addition to the fact that collateral

  • is relatively misjudged in terms of its underlying risk, and in addition to the fact that it's

  • not necessarily evaluated appropriately by available agencies, you have the fact that

  • in the wake of the crisis, the number of people who are willing to make markets in fixed income

  • across the world is very low, and to the extent that they're willing, their abilities is in

  • turn very low.

  • ED HARRISON: Why is that?

  • DANIEL ZWIRN: Well, I think part of it is that there's been a tremendous level of pressure,

  • perhaps rightly applied post-crisis on banks, that that participate in market making.

  • One, to effectively put capital up against certain obligations in their balance sheet

  • at levels that really preclude them from owning that risk in the first place.

  • Second, through the Volcker Rule and other rules that they have to follow, there is a

  • tremendous level of pressure for them not to effectively take a proprietary position.

  • Unfortunately, in over the counter markets, the difference between making an OTC market

  • and taking a proprietary view is very hazy.

  • Why take that risk when the downside of doing is so great?

  • ED HARRISON: That means basically, liquidity has been shrunken over time.

  • DANIEL ZWIRN: Tremendously so.

  • As an example, we, in our business, we owned a few million bonds of a-- have a $400 million

  • issue and decided, after doing additional work, that we didn't want to be involved and

  • it took us almost two weeks to get out of just a couple of million bonds.

  • The reality is, and that turns to a another factor we see out there, not one of the five,

  • but as a general whole, there have not mentality which is that if you already have, whether

  • it's corporate, again, property, consumer, etc., there's really no lower bound on the

  • level at which you can borrow.

  • If you are have not, there's really no price you can pay to get access.

  • What happens is if you have an obligation of one of those have nots, it's effectively

  • a permanent holding until you effectively get your hands on the assets either through

  • a maturity or covenant violation, etc., and effectively forced the monetization.

  • That then leads to yet another factor, which is the mismatch in assets and liabilities

  • across many of the entities that have been raised in order to house a lot of this fixed

  • income.

  • You'll see in mutual funds, shorter term, shorter duration hedge funds, ETFs and others,

  • situations where there's a presumption that you'll be able to sell the obligations in

  • order to deal with redemptions that's not really there.

  • In fact, even in the last couple of years, you've had situations in Europe where there

  • are property trusts, effectively, that own giant real assets that are levered, that are

  • daily liquidity open ended and people somehow still are surprised when in fact, the redemptions

  • come that they can't effectively sell those buildings on demand.

  • ED HARRISON: I call this fake liquidity basically in a sense that the underlying asset is illiquid

  • and then you have a liquid trading ETF or other asset on top of that, and people get

  • the sense that I can get in and out of this when actually the underlying asset, there's

  • a mismatch there.

  • DANIEL ZWIRN: Either you in fact, won't be able to get out and redemptions will be suspended,

  • or there'll be relatively low correlation between the price of the ETF in which you're

  • invested and the actual price action in the underlying assets.

  • Either way, you're not getting what you thought you would get.

  • ED HARRISON: You could see net asset values of these ETFs, they could trade well below

  • the stated value, because I'm thinking about it-- DANIEL ZWIRN: Not an open-ended.

  • In open-ended structures, the nav is the nav.

  • In close-ended, you can have a discount to nav.

  • That's fine, because there's a fixed number of shares effectively, and those trade where

  • they trade independent of the nav.

  • When you have open-ended and you have redemptions, people actually need to get their money.

  • You have things like the breaking of the buck that happened in the-- ED HARRISON: In the

  • money market fund.

  • DANIEL ZWIRN: The money markets.

  • I think there has been relatively little focus by regulators on this asset liability mismatch

  • out there because it presumes a backward looking view at what obligations had liquidity at

  • one time.

  • Don't be surprised and if you go back to for instance 1998, between August and December,

  • there was basically just no trading in anything OTC.

  • ED HARRISON: Oh, yeah, I remember that.

  • I was rotating through at Deutsche Bank on a synthetic product market for Russian currency

  • obligations or actually Russian-- I forgot what they call them now, but basically, that

  • whole market blew up and there was no trading.

  • People were panicked as a result of that and that's when the Fed had to step in or those

  • companies stepped in.

  • DANIEL ZWIRN: Well, and by the way, that leads to the fifth of the five factors that I wrote

  • about, and that is that the regulatory control has been far greater now.

  • Many years ago, people who had hedge funds didn't necessarily have chief compliance officers

  • or general counsel, or third party marketing.

  • There's a lot of things that have been instituted since those earlier times that may mean, that

  • may point to situations where effectively people are going to shut down or suspend redemptions

  • because they can't strike in half.

  • As an example, in '07, when you saw BNP Paribas Mortgage Fund had issues, part of the problem

  • was they couldn't actually strike a nav they couldn't get prices and so they said, okay,

  • well, no investors can move it around.

  • That, in turn, creates panic.

  • ED HARRISON: To me, this liquidity issue-- there are tons of other things I want to go

  • back to on those five because it's great, especially with regard to the ratings agencies,

  • but this liquidity issue, I find it very pernicious.

  • When you think of potential triggers for what I would call contagion, to me, that's a primary

  • vehicle.

  • DANIEL ZWIRN: Sure.

  • Well, I think you never know where it's going to start.

  • When you saw what happened in Asia, those were issues that had arisen in the early mid-90s

  • that didn't really catch fire until '98 with the Thai baht issue.

  • I think at the same time , in '07, you could have pointed to many different subsets of

  • fixed income where pricing was really, really off but it happened to be the fire started

  • in residential mortgages.

  • What we all know today is whatever it is, that will cause it will be something unexpected,

  • whether it's something like those two situations or there's an enormous fraud like what happened

  • in WorldCom where the market suddenly repriced in the wake of the revelations that occurred

  • in that company.

  • You just don't know where it's going to come from.

  • ED HARRISON: Just to back up a second, your second thing when you're talking about the

  • ratings agencies, I thought that was interesting, because basically, you were saying that 10

  • years ago, we could have had debt to EBITDA ratio or leverage ratio of x.

  • Now, we can have 1.3 x.

  • The ratings agencies will give us the exact same rating that we had before.

  • Why is that happening?

  • How is it that the ratings agencies are not cracking down on that?

  • Why are they letting this slow bleed into basically BB statistics for all these BBBs?

  • DANIEL ZWIRN: Well, today's BBB was yesterday's BB.

  • I think I was actually invited by one of large agencies to come in and discuss this, and

  • I don't think they'd agree with me.

  • Nevertheless, I think the statistics do point to it.

  • Furthermore, I think that even if you assume a static level of, as an example, debt to

  • EBITDA, what counters EBITDA these days is much different than before.

  • There's these tremendous numbers of different adjustments that are taking into account even

  • all things being equal with regard to the credit stats that exacerbate that issue.

  • Ultimately, what you've seen is that when individual names even in the last quarter

  • or two quarters, correct, they correct big because there's a total reevaluation effectively

  • moving the credit from a have to a have not very suddenly.

  • They're the step functions downward in pricing.

  • ED HARRISON: One other issue, before we go to individual asset markets, that I thought

  • that just jumping back to this leverage, or rather to the liquidity issue that I found

  • very interesting, I read the paper that you had co-written about the illiquidity and one

  • of the things that you mentioned that caught my eye was the fact that if you have a stock,

  • let's say the stock of GE as an example there's one stock common equity.

  • It's liquid traded over a market.

  • If you have a bond, first of all, as you had mentioned, it's OTC where the markets happen,

  • there's no New York Stock Exchange, but also you have discrete issues that are much smaller

  • and so the liquidity is almost automatically constrained in those markets.

  • DANIEL ZWIRN: Yes.

  • Well, I think part of where we've seen opportunity in the tradable markets is that these days,

  • there are relatively few folks who are simultaneously looking at, as an example, bank debt, all

  • the bond issues, CDS, stock and options.

  • There are situations where there are distortions even within capital structures.

  • We see situations where effectively, we can create cheap options, cheap put options, cheap

  • call options, through different combinations of those securities that will never require

  • us to seek a bid from someone else.

  • A key thing that certainly I learned pre-crisis even was that in some of these OTC markets,

  • there are a subset of opportunities available that are effectively self-liquidating.

  • You can be effectively someone who benefits from the lack of liquidity by having a bid

  • when people don't want it in that subset of situations that are selfliquidating so you

  • yourself don't need that bid.

  • You're never allowing to be the greater fool.

  • ED HARRISON: Well, let's go through some of these markets one by one.

  • One that doesn't get a whole lot of mention that I find interesting, because it goes to

  • the reach for yield is private credit.

  • Private credit, my understanding of it is that people said, look, we're long term investors

  • so we don't really need to have liquidity.

  • We can invest in these private credit actions, and wait it out for the long term.

  • What's going on in that market?

  • Why is that not a-- and as a result, we can get a higher yield, obviously.

  • Why is that not a story that that that makes sense?

  • DANIEL ZWIRN: Well, I think the original thesis was that there was a difference between obligations

  • that were traded and/or had two sets and private obligations.

  • The underlying presumption is there's a different level of liquidity and by not having a CUSIP,

  • or not being traded on a desk, I should get paid more.

  • The reality is that difference is not really there.

  • The reality is that the leverage loan markets and the middle market, lending markets, effectively

  • price against each other and so there's been a real harmonization between those two markets.

  • That's point one.

  • Point two is the notion that I am somehow intrinsically more patient, so I don't need

  • market making to be there.

  • May or may not be the case.

  • However, what it doesn't take into account is effectively the fact that the longer I

  • have a debt obligation, because I'm never going to get paid more than par, so the longer

  • a debt obligation I issue to a borrower, the more put optionality I'm short.

  • Effectively, throughout the life of that loan, I can only make my coupon but I can lose it

  • all at any given time.

  • If I can only lose it all for two years versus only losing it all for 10 years, all things

  • being equal independent of market making capability, I'd rather have the two years than the 10

  • years.

  • When you look at the differentiation between pricing of things that are short versus long,

  • it does reflect that.

  • People have been willing to effectively be super borrower friendly in that regard and

  • that will ultimately cause problems.

  • Third is the aforementioned drunken sailor issue, which is that in the middle market,

  • lenders are taking comfort from the fact that, well, geez, if I lending it seven times, and

  • an equity sponsor is putting up four times, I must have an LTV of seven divided by 11.

  • Ultimately, the equity provider is paying that equity out to the seller.

  • It's not somehow staying in the enterprise.

  • Independent of what the equity sponsor viewed to be the enterprise value of the enterprise,

  • I'm still out seven times.

  • In fact, it may very well be the case that instead of seven divided by 11, my LTV is

  • seven divided by eight.

  • Then the question is, am I getting insurance premium and appropriately paid, the equity

  • provider might be willing to pay, provide that four terms of equity, because the pricing

  • of my debt is so cheap that he can still make an equity return.

  • Whereas at the same time, I take comfort somehow as a lender in lending seven times, and then

  • somehow then willing to charge really low because of the presence of that four types.

  • The two work together to effectively overprice an asset and put the asset in a position where

  • the equity is disproportionately paying up but also taking advantage of the amount of

  • debt, the pricing of debt and the duration of debt as well as the structure of it.

  • ED HARRISON: Related to that, I guess, is leveraged loans when in that when we're talking

  • about this market for bank loans, there's a tradable market for bank loans, leveraged

  • loans and a lot of people that talk about high yield and leveraged loans as a collective

  • market, which is of the size of the mortgage market.

  • Dislocations there could be a trigger point in a crisis situation, what's going on in

  • those markets?

  • Do you think there are opportunities there?

  • DANIEL ZWIRN: Well, I think there are clearly ultimately going to be opportunities because

  • the credit statistics don't make a lot of sense.

  • If there is a reason that those opportunities may present themselves, it's because a number

  • of middle market lenders themselves are levered typically two to three debt to equity in their

  • own capital structures, which are then using to make loans to issuers.

  • In fact, even more CLOs are 10 or more times levered and owning these obligations.

  • Now, those who are saying what about those markets, say, well, versus previous times,

  • there's a level of asset liability matching between the owners of CLOs, and the capitalization

  • of the CLOs and the underlying obligations.

  • True.

  • However, that doesn't take into account the fact that there are effectively triggers in

  • the capital stacks of CLOs that may shut off distributions of certain pieces of those.

  • Furthermore, that, in fact, while it was the case that a lot of that really bad CLO equity

  • did come all the way back post-crisis, that doesn't take into account that ammunition

  • in the quality of the collateral, as well as the intrinsic notion of if I am a semiinstitutional

  • owner of a CLO equity, and I get a statement saying my equity is down 90 cents, am I going

  • to just calmly be able to tell my stakeholders that somehow, it's going to be okay if we

  • all just wait a decade?

  • The answer is probably not.

  • There's a lot of reasons why the three can be issues.

  • Again, in the last couple of quarters, we've seen that rise where a given leveraged loan

  • that is relatively low quality has turned out to be owned almost exclusively by CLOs.

  • When you take that issue, and the fact that they don't want to own collateral that could

  • cause triggers in their own CLO structures, and they want it and you combine that with

  • the fact that there's relatively little market making and in fact, relatively little ability

  • even to get information on the credit, what you have is that when there are issues in

  • those underlying credits, all of the owners of it want to sell all at the same time and

  • have a bunch of buyers who are not located, a bunch of intermediate who are not transacting

  • and information that's not well distributed in order to make a market happen.

  • What you've seen then is step function down pricing until it finally clears at some really

  • tough level.

  • ED HARRISON: Doesn't it have a knock on effect to the other issuers that are within that

  • same collateralized loan obligation?

  • DANIEL ZWIRN: Yes.

  • Well, this is a great example of one of the factors that I consider putting the paper

  • but it was hard to get numbers around in order to substantiate an academic level.

  • What we've seen anecdotally is you suddenly start to have credits that are owned by different

  • structures, different organizations, different funds, different CLOs, each of whom have their

  • own particular interest in situations, and we've seen firsthand situations where, as

  • an example, a creditor's willing to do things that are really unnaturally generous to the

  • equity owner in order to not acknowledge the credit problem that's there, because they

  • don't want to trigger something in their own structures that may hurt their own credit.

  • If that happens, and you happen to be a creditor that just wants its money back, you're going

  • to have conflict, not only with your borrower, but with your fellow lenders.

  • ED HARRISON: At a macro level, when we talk about CLOs, collateralized loan obligations,

  • to me, it strikes have mortgage backed securities in the sense that you're taking credit and

  • you're putting it into a structure slicing and dicing and so forth.

  • Can you give viewers a sense of what's going on in that market?

  • What's going on in the whole collateralized debt obligation market and how CLOs, collateralized

  • loan obligations, are coming to be an outsized portion of that market?

  • DANIEL ZWIRN: Well, I think what you fundamentally-- if you boil it down, what you have going on

  • in that market is very similar to what you had in the mortgage market, which is that

  • ultimately, it's very unclear who wears the risk.

  • There's a tremendous amount of incentive throughout the chain of value for more and more paper

  • to be issued, and very few people thinking about what the outcome is going to be.

  • Why is that?

  • Well, because if you look at these very leveraged structures, in many instances, the manager

  • of that leveraged structure is not the owner of the residual risk of that structure.

  • Therefore in time where rules around creating what they call skin in the game, where the

  • manager needed to have exposure to the obligation, those were effectively taken away again.

  • What happens is there's a whole lot of people who own that risk without managing at the

  • same time.

  • Therefore, if I'm a manager who's taking no risk, by its end, it is just to manage more

  • under any circumstance, because I'm not going to be suffering the consequences.

  • Similarly, in the residential mortgage markets, you had that type two, which was that not

  • only that do you have that same dynamic, but you had originators, who weren't going to

  • wear the risk who just needed the originated, owners, managers of the risk, who just needed

  • to own collateral of some sort, and weren't taking the risk.

  • On top of that, you had effectively managers who were able to get short certain of the

  • obligations so not only were they not interested in the positive outcome of the deal, they

  • were interested in the negative outcome of the deal.

  • ED HARRISON: That sounds just like the mortgage market.

  • DANIEL ZWIRN: Yeah.

  • We haven't seen people materially-- I have yet to hear of CLO managers writing effectively

  • getting long protection in components of their deals, but every other piece of the data incentive

  • cycle or structure is there.

  • ED HARRISON: Interesting.

  • One market that I think that you expressed some interest in before we got on camera was

  • about the commercial property market.

  • When you talk about commercial property, it goes back to the story I was telling you about

  • with the highline and how I used to live there 20 years ago, and how it's just unbelievable

  • how much building's going on there.

  • That at some point, it seems to me that that's not going to come to good.

  • What's going on in that market?

  • What are the pitfalls there?

  • DANIEL ZWIRN: Well, I think throughout urban markets in the US, you're seeing very, very

  • high prices driven again, by access to capital and the energy pricing of capital.

  • That's not only with regard to existing assets, but also it's very much encouraged the building

  • of new assets.

  • I think if you surveyed people in a number of the largest city markets in the US, what

  • you'd see is occupancies are starting to get shaky, rental levels are starting to get shaky.

  • The ability to sell out condos is starting to get choppy, and there are a number of people

  • with construction loans that are very nervous.

  • We like those situations.

  • In fact, in Manhattan, we purchased a mortgage loan, have a situation where there was-- you

  • would have thought it would have been a relatively easy sell out whereas unfortunately, we're

  • going to have to go to a effectively a multifamily rental business plan in order to make it work

  • because the bid's not there on the condo side.

  • That's already happening and showing itself.

  • ED HARRISON: When you look at this, are you looking at it from the long side or the short

  • side in terms of here's a distressed market and I could get in long or this is a distressed

  • market and I think that actually bad things going to happen?

  • DANIEL ZWIRN: Both.

  • In direct obligations where we are and are looking to buy existing obligations at discounts,

  • either reprice or restructure commercial real estate assets, but also looking to make new

  • loans in situations where people are stuck in some way.

  • At the same time, within the tradable markets, there are certain situations where you can

  • create either short situations or cheap put options.

  • For instance, in situations where, as an example, a lender might have-- that's publicly traded

  • might have overlent to some of these urban markets and you can create a structure using

  • different capital structure components.

  • That leaves you effectively net short the outcome there in a very, very leveraged commercial

  • real estate lender that is exposed to these markets.

  • That actually allows us to create a very interesting, compelling cheap put option, but also one

  • that it's inversely correlated to a lot of the other bets we have.

  • ED HARRISON: Which markets in particular do you find interesting.

  • You mentioned New York, any other markets that you're interested in?

  • DANIEL ZWIRN: We've been involved recently in Miami, San Francisco, LA, I think Chicago,

  • we're involved at all of them.

  • I think you're seeing the very beginnings of real issues there.

  • Again, those have been fueled by cheap access to debt financing, cheap access to securitization

  • markets, and this hunger for yield.

  • I think we'll see that moving along.

  • ED HARRISON: One other question I had on that is that when you talk about commercial real

  • estate, there is the business side that is where I'm running out to businesses, but there's

  • also I'm renting out to families, multi-families, etc.

  • Then there are within the family sector, there's the entry, mid-level, luxury, super luxury.

  • Now, anecdotally, I understand that at the very high end, there's a tremendous amount

  • of overbuilt in Miami in particular.

  • Any thoughts on that?

  • DANIEL ZWIRN: Well, there has been.

  • We actually are a very significant residential mortgage lender in Miami, and in related markets.

  • We do it in a way where we're focusing on non-US citizens.

  • Instead of lending 80% for 10 to 30 years, 4%, were lending 55% for two years at 12%.

  • We are creating those positions at the level that we're lending at levels equivalent to

  • where they would have traded in 2008.

  • We feel relatively protected from what may come and in fact, maybe a beneficiary of what

  • may come.

  • Yes, we've definitely seen prices move down at least 10% to 20% across the board there.

  • We've seen the ability to sell condos go down significantly.

  • We've seen people get stuck in in construction loans.

  • It's again, I would call it a first or second inning opportunity but we're going to see

  • a bunch of it.

  • ED HARRISON: When you think opportunity again, short long, that was an opportunity on the

  • long side, the we're talking about, but what about on the other side of that?

  • DANIEL ZWIRN: Well, actually, the commercial lender that's publicly traded that we're net

  • short has a big exposure.

  • That itself is 10 times levered in that market.

  • ED HARRISON: Interesting.

  • DANIEL ZWIRN: In that situation, we're effectively-- we set up a trade where we are longer put

  • and short a call spread, where that package effectively doesn't expire until after the

  • election.

  • ED HARRISON: The election, what's the significance of that day?

  • DANIEL ZWIRN: Well, the thought was perhaps on one side, you'd have a guy who's no longer

  • interested in jawboning rates down or someone who is far less interested in the positive

  • benefits for commercial actors.

  • Either way, that may not be good for yields.

  • ED HARRISON: The interesting bit about that is we haven't talked about politics at all

  • during this whole thing.

  • 2020 is an election year pivotable in some ways, what impact do you think that's going

  • to have on debt markets in general or could have on debt markets?

  • Because that's one.

  • DANIEL ZWIRN: I do.

  • It could be.

  • I think that on the Republican side, if there's a Republican win, I think you're going to

  • see relative stability, relative to where we are today, although as I said, you may

  • either have less incentive, unless he decides to have a third term, there's less incentive

  • to effectively jawbone rates down and there's certainly a greater chance all things being

  • equal of creating a geopolitical issue.

  • On the other side, depending on what you have, I think if you have a Biden presidency, everything

  • is just going to be fine.

  • If you have a far left presidency, if you look at the UK election, and you saw some

  • of the policies that Corbin proposing, those could cause real-- some things like that could

  • cause real havoc.

  • ED HARRISON: The interesting bit is that this dichotomy that you're presenting does leave

  • the potential for a uptick, not only in rates when you took a look at the term structure,

  • but also in terms of spreads.

  • That could trigger some of the things that we're talking about in terms of a phase shift

  • in terms of those in the weaker end starting to default.

  • DANIEL ZWIRN: Well, I think there are lot of places where that could happen.

  • Again, geopolitical is a big one.

  • I think you can see a large scale fraud, I think we've seen things like Steinhoff and

  • others where they're not quite the global issues of an Enron or WorldCom but there have

  • been these very generous credit markets have allowed people to manipulate numbers.

  • ED HARRISON: It's the bezel, if you will.

  • Like John Kenneth Galbraith said, we don't see the bezel now.

  • DANIEL ZWIRN: Yes.

  • As Buffett said, when the tide goes out, you see who has a bathing suit on or not.

  • There's, I think, a lot of things that have been covered up.

  • If we didn't have the crisis, we've never would have never seen made off.

  • It was only because of the crisis and the fact that a number of his investors needed

  • to redeem in order to cover other obligations, that the fact of the matter of his operation

  • came to light, and so who knows what such things can bring?

  • ED HARRISON: Now, one last thing in terms of markets that's less sexy.

  • The investment grade market, opportunities there that you might see, either long or short.

  • DANIEL ZWIRN: I think when it comes to that world, all things being equal, we're probably

  • most interested in municipals.

  • Many years ago, I created one of the earlier business focus on distressed municipal finance

  • and because of the fact that you have a relatively slow world with a lot of investment, great

  • holdings, a lot of which are not general obligations, and product property or project specific,

  • there's a lot of small issues out there that are going to have problems.

  • That's an area we've begun to look at again, all of these things cycle back good and bad

  • over time.

  • ED HARRISON: Then GOs in terms of versus the specific obligations, which ones present the

  • most problems in a downturn scenario?

  • DANIEL ZWIRN: Well, there's clearly already basket cases brewing, just like Illinois and

  • Connecticut, etc.

  • The issue there is, what price is the right price?

  • There's no limit to the lack of responsibility of those governments.

  • Handicapping, how that's going to go is very difficult.

  • I would argue that when you see situations like that, it creates situation specific opportunities,

  • because again, the baby's getting thrown out with the bathwater.

  • As an example, in Puerto Rico, we're very active across a number of different underlying

  • collateral types, but have never been involved in the GOs because there's so many things

  • that are hard to, again, hard to handicap, hard to guess how they'll go.

  • It's, for us, it's very hard to take a view.

  • ED HARRISON: On the long side, basically, if you do your homework, and you say, this

  • particular asset, or this income stream is what's behind this particular asset, you can

  • actually do well when they throw the baby out with the bathwater.

  • DANIEL ZWIRN: When that's the case and as well, there's a trigger that will allow you

  • to actually realize the pricing distortion.

  • Is there a maturity or a covenant violation or some other thing that will allow me to

  • actually get at the asset, sell it off and effectively monetize the difference between

  • the price at which I'm paying and the level at which I'll realize it?

  • The people get hurt in situations like for instance, when the convertible bond market

  • exploded in '05, generally, convertible bonds are very long dated with very few covenants.

  • You're just sitting there waiting for a greater fool to take you out.

  • Furthermore, in that case, a lot of those players were leveraged.

  • They needed to seek a bid however they could get it.

  • At that point, we went from zero to half a billion dollars' worth of debt.

  • Then people started to come back in the market, we got back out again.

  • Again, we always want to be on the right side of that equation, where we are effectively

  • a global chaser of illiquidity and are providing effectively a market making function for people

  • who have no other option.

  • ED HARRISON: Let's dive in a little deeper into this, the CLO thing because a lot of

  • people are very interested in this.

  • I think that the question is in terms of the specific structures that you're looking at

  • to take positions there, how do you take advantage of what's happening in that space?

  • DANIEL ZWIRN: Well, part of the reason why what's happening is happening is because there

  • are very few ways by which you can effectively get short that scenario, those situations.

  • In contrast in the mortgage business pre-crisis, when people created mortgage securities or

  • even mortgage securities made up of mortgage securities, there was a pretty ready market

  • by which you could effectively create credit default swaps to take a view against those.

  • As a result of what happened in the crisis and the lack of market making that's out there

  • to the degree to which you can be very nimble about using CDS in order to get short components

  • of structure finance structures, is very much reduced.

  • ED HARRISON: Why is that?

  • DANIEL ZWIRN: Because a lot of people got murdered doing it, or trying to do it.

  • Ultimately, a lot of that was predicated on situations where perhaps everyone had the

  • same amount of data, but there were different levels of ability to understand and interpret

  • the data and so people didn't feel good about it.

  • When the-- ED HARRISON: Because this is like a bespoke market basically.

  • DANIEL ZWIRN: Yes.

  • We have yet to see opportunities to effectively get short structured obligations within stacked

  • securitize valuable structures using CDS.

  • What you can do is you CDS in credits, in corporate credit specific ways, and you can

  • do that against different parts of a given company's capital structure.

  • We'd love to do things like that within CLOs, it's just no one will take the other side

  • of it.

  • That will potentially allow it to persist but on the downside, it may allow it to persist

  • such that the distortions are so great that when it explodes, it really explodes big.

  • Within corporate specific situations, as an example, there are situations where we can

  • be long a bank loan, long credit protection, create a basis differential that will effectively

  • collapse because they're two of the very same things, where we can effectively use puts,

  • or other long dated options in order to create situations where, as an example, we are long

  • a mid-tier part of a very large energy company's capital structure or also long a very long

  • dated out of the money put.

  • Having set that up, we know that there's a very small bound of points we can lose and

  • anything better than that is ups and so you may not actually create a cheap put option,

  • in that case, you would create a cheap call option.

  • The reality is that these pricing distortions within capital structures provide opportunities

  • to create cheap optionality off the back of the market.

  • ED HARRISON: These are, what duration are you talking about in terms of how this-- DANIEL

  • ZWIRN: Within three years, typically.

  • ED HARRISON: One other market that I think is interesting, and I think, in particular,

  • because a big debt manager said that he expects defaults in emerging markets in 2020.

  • Emerging markets are generally considered moving out the risk spectrum in the same way

  • that high yield would be.

  • What's going on in that market in terms of this reach for yield?

  • DANIEL ZWIRN: Well, over time, all things being equal in a given industry or business,

  • you'll see people demand a premium if they're going into an emerging market.

  • Ultimately, they're taking a view on a sovereign and its effective fiscal sanity, as well as

  • its adherence to the rule of law.

  • I think what we've seen is that the degree to which sovereign finances are managed appropriately,

  • is very different among different emerging markets.

  • Similarly, even within a given emerging market, as regime changes, governments change, the

  • degree to which those governments act responsibly can vary quite a bit.

  • What it creates is real volatility.

  • When everything is comfortable, well, then you get your little extra hundred bps on this

  • oil company versus that developed market oil company and you're happy.

  • Again, when you see the reality is there's a correlation.

  • When risk free moves up, spread moves up, perceived issues within a given series of

  • markets move out, you have real problems, and those are then further exacerbated by

  • the fact that a lot of this is intermediated by people who aren't making markets and a

  • lot of its held in structures that are relatively short duration and don't take into account

  • the lack of intermediation that's there.

  • When we think about emerging markets, like in many situations, we want to own the volatility

  • for free.

  • When you see those explosions, at times, they creates babies that are thrown out with the

  • bathwater that you can take advantage of.

  • As an example, we find ourselves at times looking at busted assets in Greece, or we're

  • looking at private transactions now in Brazil, or we've done things in Argentina, at precisely

  • the time when people are really freaking out.

  • ED HARRISON: Are these more on the public or the private side in terms of the issuers?

  • DANIEL ZWIRN: Typically, they're private side transactions that are able to get priced because

  • of what's happening in the broader universe.

  • ED HARRISON: Now, I think that's a perfect example, good lead in into what we're talking

  • about in terms of opportunities, and you've already talked about that, owning the volatility.

  • You talked a little bit about some of the things that you could do in CLOs, where are--

  • from your perspective, given the outlook that you're seeing, on a macro level, where do

  • you see opportunities in debt markets going forward?

  • DANIEL ZWIRN: Well, it really depends on the geography.

  • Today, North America.

  • I think we're very interested in non-sponsored private corporate debt transactions.

  • We're very interested in the whole universe of funds, meaning buying and selling interest

  • in funds, lending to funds, because the wrapping in a fund structure precludes normal corporate

  • oriented lenders from being involved, there are frequently opportunities and there's been

  • such an explosion of issuance of those funds.

  • There are so many misalignments of interest among LPs and between GPs and LPs.

  • I think that will be an opportunity for years and years to come.

  • We're also very interested in North America in oil and gas, which has basically been completely

  • redlined the pegs who periodically effectively take price bets.

  • We like oil and gas where we don't have to take bets on oil and gas prices.

  • There are times when everyone wants to do oil and gas and the Enrons are there, the

  • Merylls are there and no price is too low.

  • Then there are times when it all explodes, and no one wants to touch it and a lot flatter

  • since we're involved and actually now in the last 20 plus years, this is the third time

  • we've been heavily involved in that area.

  • ED HARRISON: Interesting.

  • You don't think that the oil and gas is due, especially because of maturities coming forward,

  • for a difficult period where rollover of debt causes a problem in that space.

  • DANIEL ZWIRN: I think it very well could be.

  • I think there's a lot of-- in the tradable markets within energy, there's a lot of misinformation

  • or bad information about underlying asset values that has yet to make itself known.

  • We're getting too specific, basically, within oil and gas tradable markets.

  • There are ways to look at the quality of different types of assets.

  • As an example, there's a notion of pre-proved developed producing, which is basically I

  • stick a straw on the ground and it comes right up and all the metals there in order to make

  • that happen, and then there's proved out not producing, then there's proved undeveloped,

  • then there's probables, then there's lower levels of probable.

  • In the private markets, when we get involved, we only care about this stuff that it doesn't

  • take a geology degree to understand.

  • When you look at the way credit has been provided to those markets, there's a lot of assumptions

  • about exploration risk that are embedded that will leave people incredibly disappointed.

  • I think there's a real opportunity for that to happen, but it could, it might not because

  • of the same factors we've talked about with regard to monetary authorities and the overall

  • overprovision of credit.

  • What I am certain of is that in the private markets where you're not getting agency ratings,

  • where you're not getting large leveraged loans, there are very few options available.

  • I'm quite certain that there are opportunities where, again, the non-geologists out there

  • can make very limited low LTV, high rate debts where we are able to effectively force our

  • borrowers to sell for the commodity so we're not taking commodity risk and we can charge

  • 15% or 20%+.

  • ED HARRISON: It sounds like you're talking about both the short as well as alongside.

  • Rather than finish off talking about the short side, I want to talk about the one last point

  • that you made about the monetary authorities, because a lot of this-- earlier in the conversation,

  • we were talking about Europe, Japan and the United States.

  • There are two potential ways that we could go.

  • It sounds to me like there is the potential for given the fact that debt servicing costs

  • are low and increasing rates creates the potential for exactly the kinds of crises situation

  • that we're talking about, that we just keep going at this very low status level turn into

  • the next Japan.

  • Do you really think that monetary authorities won't be there as the buyer of last resort,

  • essentially, to bail out the system if the situation starts to unravel?

  • DANIEL ZWIRN: Well, it depends on how much freedom of movement they have at a given time.

  • If you haven't been raising rates, and if you haven't been curtailing your buying, it's

  • time to start lowering rates and buying, you don't have many more bullets in the gun.

  • I think they're trying to gently reload so that they can be there.

  • Ultimately when you're not, what ultimately is going happen is you're going to damage

  • those who are the savers, those who are responsible by debasing your currency, because that's

  • the only way it ultimately works, which is you service the debt with devalued currency

  • and you become basically a giant emerging market.

  • ED HARRISON: You think basically that that's one way that we could go in the United States

  • or we can deal with the problem head on?

  • DANIEL ZWIRN: Yeah, I think there's very little incentive for it to be dealt with head on.

  • Ultimately, if a crisis arises, I don't think it's going to come in the way that it did

  • as an example, in the '80s where Volcker point 1.0 took a stand, made rates appropriately

  • priced risk, and effectively cause some short term pain for long term gain.

  • The will of central government monetary authorities to do that thing, I think, is very low.

  • I wouldn't hold my breath for that.

  • Therefore, if we see something precipitating a crisis, it'll be one of these things that

  • none of us counted on, whether it's geopolitical or fraud related or whatever it is that'll

  • cause an issue.

  • Where that comes from, who knows?

  • ED HARRISON: It's been a pleasure talking to you.

  • This has been a great soup to nuts conversation on debt.

  • I really appreciate it, Dan, thanks for coming on.

  • DANIEL ZWIRN: Thanks for having me.

ED HARRISON: Ed Harrison here for Real Vision.

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