Analysis

CFO Structures Explained: Bringing Transparency to a Complex Capital-Raising Tool

Learn how Collateralized Fund Obligations (CFOs) provide NAV liquidity and capital efficiency in private markets, and how Alter Domus enables execution.


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Collateralized Fund Obligations (CFOs) have re-emerged as sophisticated capital-raising instruments at the intersection of private markets and structured finance. This resurgence reflects both private market managers’ search for liquidity solutions and institutional investors’ appetite for rated exposure to alternative assets.

CFOs serve as critical bridges between private equity fund managers seeking flexible capital and institutional investors requiring rated securities. As traditional financing avenues face pressure from sustained elevated interest rates, these structures have evolved from niche instruments to mainstream financing tools for sophisticated asset managers.

What are CFOs?

Collateralized Fund Obligations represent securitized portfolios of private fund interests, typically packaged into special purpose vehicles (SPVs) that issue tranched debt and equity securities. At their core, CFOs transform relatively illiquid limited partnership interests into structured products with varying risk-return profiles.

The fundamental architecture involves:

  • Asset Pool: A diversified collection of fund interests spanning private equity, private debt, or other alternative assets.
  • Tranched Capital Structure: Typically featuring senior notes (AAA/AA/A), mezzanine tranches (BBB/BB), and equity components.
  • Cash Flow Waterfall: Predetermined distribution hierarchy prioritizing senior tranches.
  • Rating Agency Oversight: Independent risk assessment from agencies like KBRA, Moody’s, and S&P.

The tranched structure creates investment options suitable for different risk appetites. Investment-grade senior notes appeal to insurance companies and pension funds, while subordinated tranches attract yield-focused investors comfortable with higher risk.

The equity piece typically remains with the sponsor or dedicated alternative investors seeking enhanced returns.

Why Sponsors Use CFOs to Unlock Capital

For private market managers, CFO structures provide multiple strategic advantages in today’s capital-constrained environment. One of the most significant benefits lies in their NAV financing capabilities.

According to Preqin’s Global Private Equity Report, private equity assets under management are projected to double from $5.8 trillion at the end of 2023 to approximately $12 trillion by 2029, reflecting sustained institutional confidence in alternative investments despite moderating growth rates.

Another advantage is capital recycling efficiency. By securitizing mature fund positions, managers can accelerate the return of capital to limited partners while still preserving potential upside.

CFO structures also expand investor access. By transforming alternative investments into rated securities, they make these products accessible to a wider base of regulated institutional investors.

Key Mechanics: How CFO Structures Work

Executing these mechanisms efficiently often requires fund administration services and fund regulatory reporting services to manage accounting, compliance, and investor reporting across underlying fund interests.

Similarly, tailored private equity fund solutions and private debt fund solutions help optimize structuring, NAV management, and investor communications.

  • SPV Structure: The securitization process begins with establishing a special purpose vehicle that acquires the fund interests. This legal separation creates bankruptcy remoteness and enables the issuance of rated securities backed by the underlying portfolio.
  • Tranching Process: The capital structure typically includes:
    • Senior Secured Notes (60-75% of capital structure)
    • Mezzanine Notes (10-20% of capital structure)
    • Subordinated Notes/Equity (15-25% of capital structure)
  • Waterfall Distributions: Cash flows cascade down the tranches in a predetermined order, with senior noteholders getting principal and interest first. This is what gives senior securities investment-grade ratings.
  • Coverage Tests: Ongoing monitoring includes overcollateralization and interest coverage tests. These mathematical fences protect senior investors by siphoning off cash from junior tranches if the portfolio’s performance falls below certain thresholds.
  • Reinvestment Period: Most structures have a 2-4 year reinvestment period during which the manager can recycle capital from realizations into new fund commitments, subject to eligibility criteria and portfolio constraints.
  • Liquidity Facilities: To manage timing mismatches between fund cash flows and payment obligations, CFOs often include revolving credit facilities that provide short-term liquidity between distribution periods.

Challenges: Transparency, Ratings, and Reporting

Despite the benefits, CFOs present operational complexities that require special expertise to navigate.

Private markets are opaque. Private fund interests have irregular valuation periods, non-standard performance metrics, and limited secondary market price discovery. This opacity is a challenge for rating agencies, which have to assess credit quality with less frequent and standardized data than in traditional structured finance.

Disclosure restrictions add to the challenge. Limited partnership agreements often have confidentiality clauses that restrict position-level disclosure. Structuring teams have to create information frameworks that meet rating agency requirements while respecting contractual constraints.

Regulatory frameworks add another layer of complexity, with transatlantic divergence creating particular challenges for global managers. EU regulations (Securitisation Regulation and AIFMD) have different risk retention and disclosure requirements than US frameworks (Regulation AB and Dodd-Frank).

Unlike corporate bonds or mortgages, private equity distributions follow non-linear patterns driven by exit timing, recapitalisation, and manager discretion. Modelling these cash flows requires advanced forecasting capabilities that combine quantitative analysis with qualitative judgement.

How Alter Domus Delivers CFO Success

The operational infrastructure required to support the CFO goes beyond traditional fund administration. As CFOs have become more complex, savvy managers recognize that execution excellence requires a partner with private markets knowledge and structured finance expertise.

Alter Domus has become a market leader in this space, having closed over 35 CFOs across North America and Europe. This track record reflects the firm’s integrated approach to managing these complex instruments throughout their lifecycle.

At the foundation is a fund-of-funds accounting expertise. Unlike traditional funds, CFOs require multi-layered accounting frameworks that track cash flows from underlying investments through the SPV and ultimately to security holders. This means specialized systems that can handle the accounting nuances at each level—from recognizing distributions and valuing fund positions to calculating payment obligations across the tranched securities.

The waterfall calculation engine is perhaps the most critical component. These algorithms manage the priority of payments with institutional-grade precision, so cash is distributed exactly as per indenture. The complexity of these waterfalls increases exponentially when you add features like PIK (payment-in-kind) interest, coverage test remediation and reinvestment criteria.

We offer fund administration services, fund regulatory reporting services, and specialized private equity and private debt fund solutions, ensuring that complex NAV calculations, cash flow waterfalls, and reporting obligations are managed accurately and efficiently.

If you’re considering a CFO structure, this operational foundation doesn’t just support execution—it gives you an edge. By outsourcing the complexity to a partner with private markets knowledge and structured finance expertise, you can focus on portfolio and investor relationships.

Conclusion

Collateralized fund obligations are powerful but complicated capital-raising tools for private market managers. When done right, they create win-win outcomes for sponsors looking for flexible liquidity, investors looking for rated exposure to alternatives, and limited partners looking for accelerated recycling.

The market is accelerating, with innovation in underlying assets, structure, and investor engagement models. CFOs will become more common in alternative investments as private market NAV keeps going up through 2025 and beyond.

But they are complicated. The operational intricacies of fund securitization require partners with in-depth experience in private markets, structured finance, and regulatory frameworks. With the right guidance, these instruments can go from complicated to a strategic advantage for sophisticated players.

Disclaimer: THIS MATERIAL IS PROVIDED FOR GENERAL INFORMATION ONLY, DOES NOT CONSTITUTE INVESTMENT ADVICE, AND PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.

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The Credit Middle Office: Navigating Complexity in a Competitive Market

Escalating regulatory demands, accelerated settlement cycles, and increasingly intricate deal structures are compelling credit managers to strengthen their middle office infrastructure as a strategic priority.


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Credit markets have entered a phase of rising complexity. Competitive pressure, evolving regulatory requirements, and increasing operational demands now make an efficient, robust middle office infrastructure a strategic imperative for private markets managers.

Since the height of post-crisis bank retrenchment, private credit and broadly syndicated loan (BSL) markets have filled much of the gap. Managers today are working with increasingly intricate structures—unitranche, hybrid financings, NAV loans, leveraged loans with complex covenant packages—each of which places heavier demands on operations. At the same time, investor expectations around speed, transparency, and data consistency are higher than ever.

Drivers of complexity

  • Shorter settlement cycles and tighter turnarounds. U.S. markets have already transitioned to T+1 settlement, compressing reconciliation, trade capture, and cash settlement timelines. Delays or errors are far less forgivable in this environment.
  • Regulatory and disclosure pressures. ESG reporting, borrower-reporting requirements, increased focus on transparency, and heightened regulatory oversight are placing new burdens on middle offices.
  • Volume and diversity of instruments. Managers are handling more deals per year, across more jurisdictions, with different structures—unitranche, participation interests, hybrid debt, multiple servicer arrangements—each introducing unique reconciliation and risk-management challenges.
  • Fragmented systems and manual workflows. Silos across front, middle, and back offices, inconsistent data feeds, and lack of real-time visibility multiply operational risk. Duplicate work, delayed reporting, and mismatched data remain common pain points.

What effective middle office support looks like

To manage this complexity without ballooning costs or risk, many firms are partnering with specialist providers offering scalable, tech-enabled middle office services. Effective support often includes:

  • Loan and Agency Services — Full loan accounting, agency or sub-agency responsibilities, servicing of covenant and structural tests, notices, interest and principal payments.
  • Monitoring and Reporting — Harmonizing borrower data, standardized and bespoke reporting (financial, ESG, compliance), custom dashboards, regulatory disclosures.
  • Trade Capture and Settlement — Ensuring trades are captured accurately, settled on time, correct counterparties engaged, complex or distressed trades handled properly.
  • Technology Integration and Automation — Proprietary platforms and data pipelines that reduce manual touchpoints, maintain an auditable “golden copy” of loan data, and support cross-jurisdiction operations.
  • Process Design and Risk Management — Workflow standardization, reconciliation procedures, audit controls, error mitigation practices, and alignment of operating models with regulatory expectations.

Why it matters strategically

In 2025, the middle office is no longer just about cost efficiency—it is about operational resilience, competitive differentiation, and investor trust. Firms unable to keep pace with settlement, reporting, or regulatory expectations risk lost deals, higher costs, reputational damage, or worse.

A strong middle office backbone allows credit managers to focus on what they do best: sourcing, underwriting, and structuring. Meanwhile, operations can be confident that deals are administered, data is reliable, and risks are identified early.

Alter Domus: a proven operational backbone

Alter Domus combines scale, expertise, and technology to help managers meet these challenges head-on. With a global team of 6,000 professionals across 23 jurisdictions, we bring consistency across time zones and markets. Our role administering more than $3.5 trillion in assets reflects both the trust placed in us by leading credit managers and our ability to deliver at scale. Beyond the numbers, what truly sets Alter Domus apart is the strength of our integrated platform: proprietary technology, deep market knowledge, and a service model designed to simplify complexity and give managers confidence in their operations.

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Audit Season Stress: Why High-Touch Fund Administration Matters

The vital role of attentive fund administration services in minimizing stress, addressing auditor inquiries, and safeguarding operational efficiency during audit season.


For asset managers, audit season is more than a routine compliance exercise—it is a critical period where operational precision, regulatory adherence, and investor transparency are all under the microscope. Even well-run funds can feel pressure during this time: schedules tighten, audit teams request detailed reconciliations, and reporting must be flawless across multiple fund structures and geographies.

For managers working with fund administrators who take a tech-first, low-touch approach, these challenges are magnified. While technology can streamline reporting and data aggregation, it cannot on its own replace proactive, hands-on guidance. Additionally, administrators with low or varying service quality may struggle to scale up or adapt to clients’ changing needs, further complicating the audit process.

The most common stress points exacerbated by a lack of high-touch support include:

  • Delayed responses to audit inquiries: Solely tech-driven platforms often prioritize automated workflows over real-time human support. When auditors raise questions—whether about NAV adjustments, intercompany transactions, or fee calculations—delays in response can cascade into last-minute escalations.
  • Limited visibility into complex structures: Private funds often have multi-class shares, co-invest vehicles, or feeder funds spanning multiple jurisdictions. Without a dedicated team that understands these nuances, managers risk receiving incomplete or confusing reports, increasing the potential for audit findings or rework.
  • Incomplete reconciliations: Automated reporting can handle standard positions and cash flows, but unusual transactions—such as NAV loans, secondary trades, or FX adjustments—require expert judgment. Low-touch models can miss these, leaving managers responsible for manual corrections under tight deadlines.
  • Reactive problem-solving: Tech-first providers often wait for issues to surface before addressing them. In contrast, high-touch administrators anticipate anomalies—spotting missing documents, reconciling prior period adjustments, and preparing schedules proactively to minimize disruption.
  • Pressure on internal teams: When administrators are unavailable or lack deep operational knowledge, fund teams must shoulder the burden—preparing reconciliations, chasing auditors, and addressing exceptions—diverting time from strategy and investor engagement.

Managing risk

A high-touch fund administration model mitigates these risks. Dedicated teams with deep operational knowledge and experience across fund structures:

  • Serve as a single point of contact for audit and regulatory queries, ensuring timely, accurate responses.
  • Prepare detailed pre-audit schedules, including cash reconciliations, capital call and distribution statements, and third-party confirmations, as an integral part of our service delivery—without additional costs or requests. This high-touch service is embedded directly into our offering, ensuring that clients receive the support they need without added stress.
  • Coordinate across custodians, prime brokers, and portfolio managers to reconcile positions and verify valuations.
  • Anticipate unusual or complex items, such as subscription line loans, multi-jurisdictional tax considerations, or NAV adjustments for illiquid assets, reducing last-minute surprises.
  • Provide transparent, customizable reporting tailored to the needs of auditors, investors, and internal management.

Ultimately, the difference between a stressful audit and a smoothly managed one comes down to the support model. Technology is essential, but human expertise, proactive guidance, and a relationship-driven approach ensure accuracy, efficiency, and peace of mind.

At Alter Domus, we combine leading-edge operational platforms with white-glove service. By integrating technology with hands-on support, we help asset managers navigate audit season confidently reducing risk, freeing internal resources, and delivering the reliability that investors and auditors demand.

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Evolving Operations: The Rise of Co-Sourcing in Private Markets

Co-sourcing is increasingly being seen as a viable operational model by asset managers. In this article, we break down the fundamentals of co-sourcing, and outline the factors driving its adoption. 


Staying in Control

How do private markets firms scale operations while maintaining control? It’s a challenge facing CFOs, COOs, and fund controllers as the industry grows in scale and sophistication.

Over the past decade, private capital has become a mainstream asset class, with managers handling larger, more complex portfolios across diverse jurisdictions. The introduction of new fund structures—like continuation vehicles and co-investments—has expanded the toolkit for general partners (GPs) but also intensified operational demands amid rising regulatory pressures and limited partner (LP) expectations.

Eight Drivers of Co-Sourcing In Private Markets

A 2024 Private Markets Insight Report by Allvue Systems reveals that 84% of private capital firms plan to re-evaluate their operating models within the next 12–18 months, with modular co-sourcing as a key focus. Similarly, 88% of managers at the Fund Operator Summit Europe are exploring outsourcing or co-sourcing in operational areas, particularly in reporting and support functions. Here, we explore the driving forces behind the growing adoption of co-sourcing.

1. Complexity outpaces legacy models

Firms manage more funds, across more jurisdictions, for increasingly diverse investors. Co-sourcing provides the flexibility and transparency needed to navigate this complexity.


2. Control without Overhead

Managers want to own their data, systems, and client relationships—without carrying the full operational load. Co-sourcing allows firms to retain oversight while shifting execution to trusted partners.


3. Scalable without compromise

As strategies multiply and reporting timelines tighten, operational needs fluctuate. Co-sourcing provides institutional-grade support that flexes with demand, without overcommitting to permanent hires.


4. Enhanced governance and risk management

Regulators demand clear accountability on vendor oversight and operational continuity. Co-sourcing provides transparency into workflows, responsibilities, and data flows, strengthening governance.


5. Rising regulatory burden

SEC Form PF updates, AIFMD filings, ESG disclosures, and tax transparency rules require greater frequency and granularity in reporting. Co-sourcing ensures consistency and accuracy across jurisdictions.


6. Growing LP expectations

Investors want richer insights into performance, fees, and portfolio exposures—delivered faster. Co-sourcing gives managers the back-office strength to meet these expectations while retaining control of the client narrative.


7. Data and platform ownership

Unlike traditional outsourcing, co-sourcing ensures managers keep ownership of their platforms and data, while partners integrate into existing systems to maintain continuity and reduce transition risks.


8. Talent scarcity

Specialist skills in fund operations—such as waterfall calculations or jurisdiction-specific compliance—remain hard to source. Between 2020 and 2022, the U.S. lost more than 300,000 accounting professionals. Co-sourcing provides immediate access to expertise without lengthy recruitment cycles.


Co-Sourcing Overview

To address these challenges, many fund managers are shifting towards a hybrid co-sourcing approach, allowing them to retain control over their systems and client experience while leveraging specialist partners for precise execution.

Ready to transform your operating model?

Co-sourcing with Alter Domus offers General Partners a tailored approach that combines internal oversight with the executional strength of a specialist partner.

Our consultative model allows you to define the scope of support that best fits your unique operational needs, whether it’s fund accounting, capital activity, or regulatory reporting.

By maintaining system continuity and establishing strong governance, we empower your internal teams to focus on strategy while we handle execution efficiently.

Experience the benefits of enhanced operational resilience, regulatory readiness, and access to deep industry expertise.

Contact us today to explore how co-sourcing can elevate your business. 

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Co-Sourcing with Alter Domus: A Custom Approach for General Partners

Alter Domus understands that every General Partner has unique operational needs, which is why we offer tailored co-sourcing strategies to enhance efficiency and maintain control. Our expertise allows clients to focus on strategic growth while we manage execution and ensure regulatory compliance.


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In the dynamic landscape of private markets, every General Partner (GP) has unique operational needs and preferences. At Alter Domus, we understand that a one-size-fits-all model simply doesn’t work. Instead, we adopt a consultative approach, collaborating with each client to define a co-sourcing strategy that aligns with their specific requirements.

Whether it’s supporting a single process like Form PF reporting or managing full fund accounting cycles within the client’s infrastructure, our flexibility ensures that we meet diverse operational contexts. 

Here are some examples of how we empower GPs through customized services and expertise: 

Typical Capabilities Include:

  • Fund Accounting: We prepare books and records using the client’s technology platform, with workflows designed for dual review and sign-off.
  • Capital Activity: We calculate and format capital calls, distributions, and notices, while clients retain approval rights and manage LP communications.
  • Regulatory Reporting: Our teams collect, map, and format data to comply with evolving requirements.

By partnering with us, internal GP teams can concentrate on oversight and strategy, while our dedicated professionals manage execution within a clearly defined control framework. 

Making the Shift: Practical Considerations:

Transitioning to a co-sourcing model doesn’t mean overhauling existing systems or starting from scratch. With years of implementation experience, we guide clients through a structured transition focused on clarity, integration, and flexibility. 

Through our extensive work with clients, we’ve identified three key building blocks essential for unlocking the full potential of a co-sourced operating model: 

1. Define the right scope: We pinpoint operational areas under pressure, such as:

  • Fund closings and reconciliations
  • Capital statements and investor notices
  • Data preparation for regulatory reporting
  • Waterfall modeling and fee calculations

2. Maintain System Continuity: Clients keep their platforms while we securely integrate into their ecosystem, ensuring a single source of truth and avoiding fragmentation.

3. Establish Strong Governance: We align with each client’s compliance and oversight model, ensuring clear roles, documentation, and audit trails. Managers retain ultimate responsibility, while our teams execute defined workflows according to agreed service-level agreements (SLAs).

Figure 1 – The Benefits of Co-Sourcing with Alter Domus

BenefitHow it Helps
Internal OversightControl over systems, data, policies, and approval processes remains in-house
External ExecutionAlter Domus executes defined tasks at scale, with speed, accuracy, and rigor
Data OwnershipClients maintain full ownership of their infrastructure and data environment
Regulatory ReadinessRespond to changing rules with agile support and specialist knowledge.
Investor ResponsivenessMeet LP reporting demands faster and more consistently. 
Operational ScalabilityExpand or contract support without internal hiring constraints.
Access to TalentTap into deep experience across private equity, private credit, and real assets

Co-Sourcing: A Model for Long-Term Resilience

For private markets managers, operational resilience transcends mere business continuity; it’s about forging systems and partnerships that can adapt and thrive in an increasingly complex environment. Co-sourcing provides the perfect balance: the stability of internal oversight combined with the executional strength of a specialist partner. 

At Alter Domus, we view co-sourcing as a strategic decision rather than just a service model. It empowers asset managers to focus on what truly matters: creating value for investors, meeting regulatory expectations, and growing with confidence. 

If you’re reevaluating your operating model or exploring how co-sourcing could enhance your structure, we’re here to assist. Alter Domus has extensive experience supporting transitions of all sizes and complexities—whether you’re managing a single strategy or adding new strategies.

Ready to transform your operating model?

Our consultative model allows you to define the scope of support that best fits your unique operational needs, whether it’s fund accounting, capital activity, or regulatory reporting.


By maintaining system continuity and establishing strong governance, we empower your internal teams to focus on strategy while we handle execution efficiently. 


Experience the benefits of enhanced operational resilience, regulatory readiness, and access to deep industry expertise. 


Contact us today to explore how co-sourcing can elevate your business.

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Looking to incorporate a Securitisation Vehicle? Here’s what you need to know

Securitisation vehicles are powerful tools that enhance liquidity, optimize risk management, and streamline capital structures. We explore how understanding their complexities can equip you to unlock financial opportunities and stay ahead in today’s evolving markets.


Securitisation has become an indispensable tool for institutions, asset managers, and asset owners. This sophisticated financial instrument offers a powerful trifecta: effective risk management, enhanced liquidity, and streamlined capital structures.

For those contemplating the incorporation of a securitisation vehicle, a comprehensive grasp of this intricate yet potentially lucrative process is crucial. By mastering its complexities, you’ll gain the confidence to navigate challenges adeptly and fully harness the myriad benefits securitisation offers, positioning yourself at the forefront of modern financial strategy.

What is Securitisation and why is important?

Securitisation is the process of pooling various types of financial assets, such as loans, mortgages, or receivables, and converting them into marketable securities. These securities are then sold to investors, allowing the originators to free up capital and manage risk more effectively. The cash flows generated from the underlying assets are used to pay interest and principal to the investors.

During 2017 and 2018, the European Union set up rules for securitisations. The goal was to bring the EU securitisation market back to life while also addressing worries about risky practices that had threatened stability after the global financial crisis of 2008. Since it entered into force in 2019-2020, the framework has strengthened investor protection, transparency, and financial stability.1

The European Commission has recently taken steps to revitalize the EU’s securitisation framework to make it simpler, more effective, and supportive of economic growth. These initiatives are part of the savings and investments union strategy, which focuses on improving the way the EU financial system works to boost investment and economic growth across Europe.

Benefits of Securitisation

Enhanced Liquidity

By converting illiquid assets into tradable securities, institutions and originators can access capital markets and improve their liquidity position. This transformation allows entities to free up resources that can be used for further lending to EU citizens and enterprises.

Risk Management

Securitisation allows for the transfer of risk from the originator to investors, which can help in managing credit risk and regulatory capital requirements. The main goal is to enable banks and other financial institutions to use the loans and debts they grant or hold, pool them together, and turn them into different types of securities that investors can purchase.

Cost Efficiency

Securitisation can lead to lower funding costs compared to traditional financing methods, as it often allows for better pricing based on the risk profile of the underlying assets. Recent EU reforms aim to simplify unnecessarily burdensome requirements and reduce costs to encourage more securitisation activity.

Diversification of Funding Sources

By tapping into the capital markets, institutions can diversify their funding sources and reduce reliance on bank financing. This diversification is particularly important in today’s volatile economic environment.

Regulatory Benefits

In some jurisdictions, securitisation can provide regulatory capital relief, allowing institutions to optimize their balance sheets. The European Commission’s recent proposals have estimated a reduction in capital requirements by one-third for senior securitisation tranches, which should encourage new issuances in member states where activity has been limited.

Key Considerations before incorporating a Securitisation Vehicle

The European securitisation market operates under the EU Securitisation Regulation (EUSR), introduced in January 2019 as part of a comprehensive regulatory response to the Global Financial Crisis.

The Securitisation Regulation amendments aim to reduce operational burdens by simplifying transparency requirements, with plans to cut reporting fields by at least 35%. The revisions introduce more proportionate, principle-based due diligence processes, eliminating redundant verification steps when the selling party is EU-based and supervised.

Notably, the requirement for Simple, Transparent and Standardised (STS) securitisations has been modified to consider pools containing 70% SME loans as homogeneous, facilitating cross-border transactions and enhancing SME financing opportunities.2

Choosing the right jurisdiction

Selecting the appropriate jurisdiction for your securitisation vehicle is a critical strategic decision that impacts regulatory compliance, tax efficiency, and operational flexibility. Several European jurisdictions offer competitive frameworks for securitisation vehicles, each with distinct advantages depending on your specific transaction objectives.

The optimal jurisdiction ultimately depends on multiple factors: the location and type of underlying assets, your investor base, anticipated transaction complexity, and specific business objectives. Regulatory changes, such as the EU Securitisation Regulation, have created a more harmonized framework across Europe, though important jurisdictional nuances remain that can significantly impact transaction efficiency.

Structuring the vehicle

Decide on the structure of the securitisation vehicle. Common structures includes:

  1. Securitisation Undertaking: A corporate entity specifically designed for securitisation transactions
  2. Securitisation Fund: Similar to an investment fund, but specifically for securitisation assets
  3. Fiduciary Structures: Where assets are held by a fiduciary for the benefit of investors

These structures are designed to isolate financial risk and facilitate the issuance of securities. You can choose a bankruptcy-remote structure with a Dutch Stichting or a Jersey Trust, which are most commonly used, or incorporate a vehicle using an entity in your group.

You’ve made the strategic decision to incorporate a securitisation vehicle—now it’s time to navigate the complex legal and tax landscape that comes with it. Have you considered how different jurisdictional choices might impact your bottom line?

Legal and tax considerations aren’t just compliance checkboxes. They’re powerful levers that can dramatically enhance your securitisation structure’s efficiency. Engaging specialized advisors early in your planning process to avoid costly restructuring later.

By strategically selecting your jurisdiction and structure based on your specific assets and investor profile, you can create a tax-efficient vehicle that maximizes returns while maintaining full compliance.

Servicing and Management

Establish a reliable servicing and management framework for the transaction. Effective management and administration of the vehicle by an experienced partner is critical to ensure the correct execution of the transaction.

As the legislative changes removed restrictions on leverage and the nature of the securities permitted as collateral, the SV can now enter into a facility with a credit institution. This is required to acquire the full amount of the contemplated investments, providing greater certainty to the market.

Conclusion

Incorporating a securitisation vehicle represents a strategic opportunity for financial institutions and asset managers seeking to optimize their capital structures, enhance liquidity, and manage risk effectively. The European securitisation market, with its evolving regulatory framework, offers sophisticated mechanisms to achieve these objectives when properly structured.

Partnering with an experienced service provider gives you access to specialized knowledge from structuring and incorporation to efficient implementation and execution to vehicle liquidation.

This collaboration enables you to navigate jurisdictional complexities with confidence, ensure regulatory compliance across borders, and optimize your structure for maximum efficiency and investor appeal. Such expertise has become not merely beneficial but essential for institutions seeking to leverage the full potential of securitisation.

Securitisation is complex and you shouldn’t have to manage it alone. At Alter Domus, we simplify the process with end-to-end expertise, from transaction closing through administration and up to liquidation. With us as your partner, you can focus on strategy and investors while we take care of execution.

Contact us today to learn about how you can unlock of the full potential of securitisation with Alter Domus

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A comparative analysis of CLO ETF returns


Rudolph Bunja

Head of Portfolio Credit Risk

Nick Harris

Junior Data Analyst

colleagues sitting on red chairs scaled

Exchange-traded funds (ETFs) composed of collateralized loan obligations (CLOs) have grown significantly in recent years. The underlying CLOs consist primarily of senior secured broadly syndicated loans (BSLs). Although retail investors have had access to BSL funds for over 30 years through open-ended leverage loan mutual funds and for over a dozen years through ETFs, the first publicly traded CLO ETF was launched only in 2020. Prior to this development, CLO investments were predominantly made by institutional investors. This is particularly noteworthy given that historically anywhere from a half to up to two-thirds or more of the US BSL market are held by CLOs[1].

This paper examines the performance of a sample of publicly traded CLO ETFs based on historical returns. The sample encompasses various CLO ETFs that target a range of tranche seniorities, reflecting different levels of credit risk as indicated by their ratings. Additionally, the performance of BSL ETFs, from which we selected a sample, is considered to provide a reference point, given that a CLO tranche is fundamentally a derivative of its underlying BSL portfolio.

Our analysis of the historical daily returns and correlations of the ETFs indicates that over a longer period (such as two years), the risk/return characteristics amongst the ETFs are generally consistent with the underlying risk profile of the relevant ETF – i.e. similar performance levels for similar risks – and moderate correlations. However, an examination of daily CLO ETF returns and correlations over a short volatile period can exhibit a noticeable divergence in absolute and relative performance. These findings indicate that the ‘intuitive’ view that CLOs and BSLs are highly correlated may not be evident until there is significant market volatility. And even in that case, differences in performance indicate that other factors may be at play.

Our analysis found that CLO correlations may be further explained at times by vintage and underlying asset manager exposure rather than just broader BSL market dynamics. We offer additional insights and key factors that can impact the performance between CLO portfolios.

Historical Returns – Data

Our sample of CLO ETFs spans the range of tranche seniorities and the credit ratings scale – from CLO ETFs that focus primarily on senior tranches (rated primarily Aaa) to those that focus on investment grade mezzanine tranches (rated from Aa to Baa). And even to those that include some speculative grade tranches (Ba). Our study also considers BSL ETFs to acknowledge that CLOs are derivatives of the BSL market.

In this context, the relationship between CLOs and the underlying BSL market could provide additional insight into the performance of CLOs. We also included some other market related ETFs to gain additional insight as to the performance of the BSL and CLO markets relative to the broader capital markets. Thus, the selected ETFs can be grouped into three categories: BSL, CLO and other broader markets.

We selected four BSL ETFs that are managed by well-established asset managers and have benchmarks to broad BSL indices.

Table 1: List of BSL ETFs

We selected a variety of CLO ETFs that invest in CLO tranches across the CLO capital structure, and with investments in CLOs across a range of vintage periods and asset managers.

Table 2: List of CLO ETFs

Understanding the underlying ratings distributions gives further insight into the level of exposures a CLO ETF has within a typical CLO capital structure. The CLO portfolios within our sample cover a range of credit risk exposures – from a fund with essentially 100% Aaa to other funds with a broader representation of investment-grade ratings as well as funds with concentrations of Baa/Ba credit risk[2].

We also included ETFs that can provide additional perspective on the relative performance of the BSL and CLO markets to the broader capital markets.

In this context, we selected a small cap equity ETF (IWM) since many BSL borrowers would fall in the small cap category; a high yield bond ETF (HYG) since these issuers have a similar credit risk profile (though with different recovery rate and interest rate risks) as compared to BSLs; and a short-term Treasury fund ETF (VGSH) to provide some benchmark of shorter-term risk-free interest rates.

Looking at Financial Performance

We focused on the risk-return and correlation characteristics across the ETFs. We looked for insights into how the ETFs performance behaved with one another within the same category (‘intra-category’), and across categories (‘inter-category’) over different time periods. We observed that both intra-category and inter-category performance and correlation metrics depended heavily on which period we selected. We found that during the most recent market volatility (April 2025), patterns emerged that were not so evident during calmer periods.

In some cases, the correlations we observed between the BSL and CLO ETFs were not as consistent as expected. Understanding that CLOs are derivatives of the BSL market, we initially expected to see a relatively higher degree of correlation across all market environments, but the correlations across all market environments varied. This observation suggests that not all CLOs track the same broad ‘BSL market’.

We also found that CLO performance could be influenced by unique factors related to range of vintage periods of when the underlying CLOs were issued and the overall exposures to common CLO asset managers.

These findings show that these variations across CLO portfolios can offer an opportunity for CLO investors to diversify their BSL and BSL-derivative portfolios to better optimize their specific risk-return objectives. In other words, not all BSL and CLO ETFs are alike.

Historical Performance – ‘Normal Times’

We chose two distinct historical return periods to begin our comparative analysis. One that we could classify as a ‘normal’ period and the other as a ‘volatile’ one. We chose the month of April 2025 as the volatile period. This period reflected significant market volatility due to the rapidly changing global trade outlook and economic uncertainties associated with the related US tariff announcements.

We selected the two-year period from April 2023 through March 2025 as a proxy of ‘normal market conditions’ and can be considered somewhat as a benchmark. Exhibits 1 and 2 show the historical return statistics and correlations of daily returns for each of the ETFs, respectively. Note that two of the ETFs in our sample were not in existence for the full two year-period analyzed. Thus, summary stats are not available, and correlation stats apply only for the respective period that each of these two ETFs was in existence.  

We note that the return and risk characteristics across the ETFs are generally as expected within each investment category and subcategory. For example, among the BSL ETFs we note that there is no material distinction among the standard deviations and coefficients of variation. Among the CLO ETFs, the riskier CLO ETFs with lower rated tranches show higher volatility and coefficients of variation as compared to those CLO ETFs with higher rated tranches. The high yield bond ETF was the most volatile among the credit-sensitive ETFs. As expected, the small cap stock ETF was the most volatile while the short-term Treasury ETF was the least.

Exhibit 3 summarizes the cross-category correlations of historical daily returns. These are based on simple averages of correlations amongst the ETFs within their respective categories. The text box on the right provides guidelines for assessing the correlation results presented in this paper.

During ‘normal times’ NONE of the observed correlations were assessed to be Strong or Very Strong. All the correlations were assessed to be in the Moderate and Weak/Very Weak categories. Only 4 of the 22 observed correlations were assessed as Moderate while the remaining 18 were Weak / Very Weak. Three of the four that were Moderate, were related to the BSL category – BSLs to: BSLs, HY Bonds, and small cap stocks, respectively.

These observations suggest that during normal times, the correlations were not particularly significant for the CLO ETFs. Furthermore, CLO performance did not appear to be materially correlated to other credit risk assets, including the BSL market. Even within the CLO category, correlations were relatively marginal across the CLO capital structure, which suggests that movements in CLO tranche risk premiums seem to be more idiosyncratic during stable markets. These results are not surprising given that the CLO tranches are supported with credit enhancement – unlike CLO equity tranches, which we would expect to be more sensitive.

Exhibit 1: ETFs historical return statistics (April 2023 – March 2025)         

Exhibit 2: ETFs Historical Daily Return Correlation Matrix (April 2023 – March 2025) 

Exhibit 3: ETF Categories Historical Daily Return Correlation Matrix (April 2023 – March 2025)

Historical Performance – ‘Volatile Markets’

As previously explained, we defined the ‘volatile’ period to be the month of April 2025, a period of significant market volatility. Exhibits 4 through 6 show the various historical return statistics for the ETFs during this period.

One can immediately notice the significant jolt in the related risk statistics for all ETFs and the correlations among them. Below are some noteworthy observations based on the comparison of risk statistics between the two periods.

  • CLO ETFs experienced the largest increase in risk measures, measured both by volatility (4x to 11x increase) and the range of daily returns (1.5x to 4x higher).
  • BSL ETFs experienced roughly a 4x increase in volatility and about a doubling of the range of daily returns.
  • Traditional ‘risk’ asset categories of high yield corporate bonds and small cap stocks did not show as much of a relative increase as the BSLs and CLOs – a relatively modest 2x increase in volatility and a 50% increase in range of daily returns. These asset classes, albeit riskier as they are typically subordinated relative to BSL, are more liquid and established markets. For the short-term Treasury ETF, the risk performance in April 2025 was relatively indistinguishable than during the ‘normal’ period.

With respect to correlations, our observations show a sharp increase. Whereas during ‘normal’ times, correlations are not meaningfully significant, this changed during ‘stressed’ markets –  half of the observed correlations are now assessed to be Strong and Very Strong (11 of the 22 observations) whereas 3 of the 22 are now Weak/Very Weak.

While correlations increased substantially, there were still some areas of divergence in performance that are worth noting. For example, the CLO ETFs such as the higher rated investment grade CLO ETFs show moderate correlations to all other asset classes. This implies that CLO ETFs may offer some diversification benefits (especially as you move up the capital structure associated with greater credit enhancement) even in stressed markets. However, the CLO ETFs with lower-rated tranches did show very strong correlations to the ’risk’ assets, but that is to be expected given their tranches’ higher degree of credit risk exposure associated with lower levels of credit enhancement.

Exhibit 4: ETFs historical return statistics (April 2025) 

Exhibit 5: Historical Daily Return Correlation Matrix (April 2025)

Exhibit 6: ETF Categories Historical Daily Return Correlation Matrix (April 2025)

Other Observations

A detailed attribution analysis of the underlying CLO ETF performances is outside the scope of this paper. However, we performed some high-level reviews of the CLO portfolios to look for potential factors that could affect the performance of the CLO ETFs and help explain some of the correlation behavior CLOs experienced, especially during the ‘volatile’ period as CLOs appeared to exhibit lower intra and inter correlations than the other asset classes.

Additional factors beyond market considerations appear to emerge when we look closer at the CLO portfolios. In addition to diverse capital structure exposures, we observed that the CLO ETFs had relatively diverse CLO vintage exposures. While exposures to common asset managers across the CLO ETFs could be significant, we noticed that the exposures were often across various CLO vintages of common managers.

Investing across CLOs with unique asset managers can provide diversification benefits despite targeting the BSL market. Different managers may have varying investment styles, strategies, size (or AUM), as well as industry/sector and credit expertise.

Notwithstanding the fact that a CLO portfolio may consist of several CLOs managed by the same entity, there can be advantages from diversifying across vintages. CLOs can be executed under different market conditions and potentially with variations in reinvestment criteria, even given identical CLO portfolio managers. Furthermore, CLOs from different vintages may be at various stages in their lifecycle, such as the reinvestment or amortization period, which also affects the level of a CLO’s reinvestment activity, as well as being past their non-call period, which can indicate the degree of potential refinancing activities.

Conclusion

ETFs composed of CLOs, with underlying BSLs, have experienced significant growth in recent years. While retail investors had access to funds of BSLs for over 30 years, the first publicly traded CLO ETF was introduced in 2020. This is noteworthy since a large part of the BSL market is held by CLOs and thus offers a broader group of investors to participate in the BSL-derived market across various risk/return profiles.

This paper analyzed the performance of CLO ETFs based on a sample of historical returns. The sample included different ETFs that target a range of CLO tranche seniorities, representing varying levels of credit risk. The performance of some BSL ETFs was also reviewed since the performance of a CLO tranche is essentially derived from its underlying BSL portfolio.

Our analysis of the historical daily returns and correlations of the ETFs show that over a longer ‘normal’ period, co-movements in performance are moderate and the risk/return characteristics across the ETFs are generally consistent with their underlying risk profile. However, CLO ETF returns and correlations can exhibit a noticeable divergence in performance and increase in volatility over a shorter period of extreme uncertainty. An example of which was during the recent period of market fluctuations caused by the US tariff announcements.

We also found that CLO correlations can be explained further by key factors such as the distribution of exposures to: (1) seniorities of the CLO tranches, (2) the vintage periods of when the CLOs were issued, and (3) asset manager overlap within a CLO ETF portfolio.

The bottom line is that CLO ETFs appear to offer investment diversification benefits and that not all CLO ETFs are the same, even given similar credit risk. While performance may appear to converge during stressful times, key differences in performance is also evident.


[1] Guggenheim Investments research dated December 7, 2023 – ‘Understanding Collateralized Loan Obligations’ (https://www.guggenheiminvestments.com/perspectives/portfolio-strategy/understanding-collateralized-loan-obligations-clo) and FT Opinion On Wall Street dated June 7, 2025 – ‘The trend strengthening the hand of big credit houses’ (https://www.ft.com/content/b5693e95-3a89-4df0-a1f8-ad3e70338458).

[2] Although some of the CLO ETFs may report CLO tranches that are “not-rated”, this is not technically correct in all cases since some ETFs generally report ratings only from the two largest and widely recognized NRSROs. Nonetheless, “non-rated” tranches may still be less liquid and more volatile given the absence of a rating from one of the two largest NRSROs, but likely to offer higher yields.

Analysis

The growth of the private debt market: Trends, opportunities, and challenges

Explore the growth of the private debt market, including key opportunities & challenges.


architecture sky scrapers scaled

Over the last two decades, private credit has grown exponentially to become one of the most important lending sources, particularly for those that do not meet the lending criteria of traditional banks.

At the same time, private credit as an asset class has captured the attention of institutional investors seeking new avenues for growth and portfolio diversification in debt assets outside of the public credit space. To better understand the distinctions and strategic implications, it’s important to explore the key differences between private credit vs. public credit.

In this guide, we’ll explore the evolution of the private credit market, the key trends shaping its future, the opportunities it presents, and the challenges that participants must navigate as they engage with this rapidly expanding sector.

Private debt market 101: What it is and how it works

Private credit, also called private debt, refers to corporate lending that takes place outside the traditional banking system and public markets.

Unlike public credit instruments like corporate bonds, which are issued and traded on the open market, private debt is negotiated privately between the lender and borrowers. The lenders in this market include private debt funds, asset management firms, and business development companies, while borrowers are primarily SMEs and middle-market firms.

There are several types of public debt, including the following:

Direct lending

This is where lenders provide credit, usually in the form of senior secured loans, directly to borrowers. Direct lending is the most common type of private debt, accounting for about 44% of overall assets under management (AUM).

Mezzanine debt:

This is a form of debt that combines elements of both debt and equity. Specifically, it includes features like warrants or convertible securities, which give lenders the right to convert their debt into equity under certain conditions or circumstances, like in default scenarios. In the capital structure, mezzanine debt sits beneath senior debt and offers higher returns to compensate for the increased risk.

Distressed debt

This is a type of private debt investing that involves purchasing the debt of financially troubled companies at a discount, with the aim of profiting from a restructuring or recovery of the company..

Special situations

This is a broad category that includes tailored debt solutions for unique events, such as restructurings, recapitalizations, or transitional ownership changes.

The primary return for private debt lenders is interest income, which tends to be higher than what would be offered by public credit markets. However, as seen above, depending on the type of debt, lenders may also receive equity-linked instruments, which allow them to participate in and benefit from the future upside of the business. Furthermore, many private debt deals include fees for structuring or managing the loan, which offers an additional layer of return for lenders.

For borrowers, the primary benefit of private debt financing is that it offers an alternative source of capital besides traditional bank financing. Furthermore, private credit offers more flexibility. Borrowers can structure financing in ways that better align with their cash flow cycles, operational timelines, or specific growth objectives.

A brief history of the private debt market’s evolution

While private credit has been around for some time, its significance has grown considerably over the last 15 years, particularly in the wake of the 2007-2008 global financial crisis.

As banks retreated from riskier lending due to new regulations, a financing gap emerged in the market, particularly for middle-market companies that were now finding it increasingly hard to secure debt financing from banks. Concurrently, yield-seeking investors, grappling with historically low interest rates in public markets, began exploring alternative investment strategies.

Private debt emerged as the perfect solution, offering institutional investors the potential for stable cash flows at premium rates while providing middle-market businesses with a much-needed financing alternative to commercial bank loans.

Today, the private debt market has become a big part of the global financial system, with assets under management reaching record levels. The global private debt market is currently valued at $1.8 trillion, a significant jump from just over $300 billion in 2010. Projections suggest it will grow to $2.64. trillion by 2028

Furthermore, the addressable market for private credit in the United States alone is estimated at a staggering $30 trillion, highlighting the immense growth potential within this asset class.

As the private debt market matures, several key trends are shaping its future. These trends reflect both the evolving needs of borrowers and investors, and broader economic shifts.

Specialization in niche sectors

One of the most prominent trends in the private debt space is a shift toward specialization. Lenders, such as private debt funds, are increasingly targeting niche sectors such as healthcare, technology, infrastructure, and renewable energy.

This specialization allows lenders to cultivate deep expertise, enabling more accurate risk and opportunity assessments compared to generalist investors. This translates to enhanced investment decisions and more effective risk mitigation strategies.

Additionally, niche sectors often present opportunities for higher returns due to market inefficiencies or a lack of competition from traditional lenders. Many niche sectors are underserved by traditional banks, creating opportunities for private debt lenders to fill the financing gap. This can foster strong relationships with borrowers in these sectors and lead to a consistent flow of investment opportunities.

ESG investing in private debt

Environmental, social, and governance (ESG) factors are becoming more prominent in private debt investing. This is driven by increasing demand from investors who want to align their portfolio with sustainable and ethical business practices.

For private lenders, such as private debt funds, this trend presents an opportunity to differentiate themselves by offering specialized funding solutions that prioritize sustainable and socially responsible projects. It provides a chance to potentially unlock new pools of capital from institutional investors with ESG mandates.

For borrowers, the new trend presents new opportunities to access flexible, mission-aligned financing. Borrowers with strong ESG credentials may benefit from better lending terms or faster access to capital, especially when they can demonstrate measurable impact and outcomes.

Technology integration in private credit lending

Advancements in technology are reshaping how private debt is sourced, underwritten, and managed. For example, artificial intelligence (AI), machine learning, and data analytics are enabling more efficient and precise credit risk assessment and streamlining everyday fund operations. This is lowering the operational costs of lenders, which can enhance returns for investors.

Banks entering the private credit space

Another emerging trend within the private debt market is the growing involvement of traditional banks.  Recognizing the immense potential of private debt, many banks are either starting their own private credit divisions or forming collaborative partnerships with alternative lenders to both gain access to this growing market, and better serve their customers by offering more flexible financing solutions.

Key opportunities in the private market

The current economic landscape presents several compelling opportunities that private debt lenders can take advantage of to create value for their stakeholders. 

Providing junior and hybrid capital solutions

In the current high-interest environment, many fundamentally sound businesses now face constrained senior debt capacity due to increased debt servicing requirements. This creates an opportunity for private debt investors to provide junior or hybrid capital (like mezzanine debt or unitranche loans), which can help companies meet their debt obligations while giving them the flexibility to pursue growth initiatives.

In turn, private lenders get to enjoy higher yields due to the subordinated nature of the debt.

Financing growth quality companies

As equity and public market investors have shifted focus from growth-at-all-costs to profitability, a significant funding gap has emerged for scaling businesses with strong fundamentals.

Private credit providers are well-positioned to fill this void by offering tailored growth capital solutions. This allows highly promising companies to fund expansion without excessive equity dilution, while providing lenders with the possibility of enhanced returns through equity participation features, such as warrants.

Capitalizing on rescue financing opportunities

As the possibility of a recession looms, businesses may find themselves in need of rescue financing. This could be particularly relevant if companies face a liquidity crisis, but their underlying fundamentals remain strong.

For private debt investors, these situations represent an opportunity to step in with tailored financing solutions that can stabilize businesses. Providing capital to distressed companies can yield substantial returns, particularly when coupled with effective restructuring and turnaround strategies.

Challenges faced by private debt market participants

While private credit offers numerous advantages and attractive opportunities for participants, it also presents numerous risks that can affect the profitability and sustainability of investments.

 Let’s dissect the three most pressing challenges that private debt market participants must consider.

Regulatory risks

One of the most significant challenges facing private debt market participants is an evolving regulatory landscape. Private debt markets are generally less regulated than public debt markets, but as the sector continues to grow, regulators are increasingly turning their attention to the space.

Introduction of new regulations or changes to existing ones could impact the terms and conditions of private credit transactions. For example, stricter capital requirements or limitations on the types of loans that can be issued could reduce the availability of certain private debt investments, potentially leading to lower returns or fewer investment opportunities. Moreover, increased scrutiny from regulators can cause higher compliance costs for lenders such as private debt funds, which may be passed on to investors.

The lack of uniform regulations across different regions and jurisdictions adds another layer of complexity. What is permissible in one market may not be in another, making it difficult for private debt funds to operate smoothly on a global scale. This regulatory uncertainty can be a source of concern for both investors and borrowers, as it introduces an element of unpredictability into the market.

Illiquidity risks

Unlike publicly traded bonds or stocks, private debt investments are often illiquid, meaning they cannot be easily bought or sold on secondary markets. Once an investor commits capital to a private debt fund, for example, the investment is typically locked in for several years. This illiquidity can be a challenge for investors who need access to capital before the loan matures or the fund exits its investments.

In addition, the illiquid nature of private debt investments means that investors may have fewer opportunities to adjust their portfolios should market conditions or their investment objectives change.

Credit risk and market volatility

Another major challenge facing private debt market participants is credit risk and market volatility. Credit risk refers to the likelihood that a borrower may default on its debt obligations. This risk is particularly relevant in private debt, as many of the borrowers are smaller or less established companies with higher risk profiles.

Market volatility can exacerbate the default risk, as economic fluctuations, changing interest rates, or sector-specific downturns can negatively impact a borrower’s ability to repay its debt. For example, during an economic recession, companies may experience lower revenues or higher operational costs, which can strain their ability to meet loan obligations. In these scenarios, private debt investors may face higher default rates, reduced returns, or even the loss of their principal investment.

To mitigate these risks, private debt investors should conduct thorough due diligence, include relevant covenant protections in their lending agreements, and practice diversification across borrowers, debt instruments, and geographies.

The private debt market has seen exceptional growth in recent years, with institutional investors increasingly turning to it as a way to diversify their portfolios and achieve steady, attractive returns. For borrowers, this market offers a valuable, flexible alternative to traditional financing options.

However, while the benefits and opportunities are abundant, investors must be mindful of the risks involved and implement relevant mitigation strategies to minimize potential downsides.

At Alter Domus, we specialize in supporting fund and asset managers in the private debt space. With our expertise and advanced private debt solutions, we empower you to make more informed decisions, manage risks effectively, and optimize your investment operations.

Reach out to our team today to learn how our private debt solutions can help you unlock the full potential of this highly promising market and stay ahead of the curve.


Analysis

Private debt financing vs bank lenders: How the market is evolving

Explore how private debt financing is evolving and competing with traditional bank lenders.


man in boardroom staring out of window

Corporate lending was once the exclusive domain of commercial banks. However, over the last one and a half decades, a combination of economic shifts, market disruptions, regulatory reforms, and a growing hunger among investors for higher yields have catalyzed the rise of an alternative form of corporate funding known as private debt, or private credit.

Today, private debt is one of the most important components of the global business financing space.

This article looks at the growing influence of private debt financing and how it stacks up against traditional bank lending. We’ll look at why businesses are increasingly turning to it, the benefit it offers to both borrowers and lenders, and the strategies that banks are employing to stay competitive as private debt increasingly challenges their market dominance.

What is private debt financing?

Private debt financing refers to loans or credit extended to businesses by lenders who operate outside the traditional banking system. These are collectively known as non-bank lenders, and include private debt funds, asset management firms, and business development companies.

The returns for these non-bank lenders and their investors come primarily from interest payments on the loans they issue. These loans typically carry higher interest rates than traditional bank loans or publicly traded bonds. The higher rate reflects the added risks lenders take on, including the fact that private loans are typically illiquid (they can’t be easily sold or traded), and that borrowers are often small to mid-sized companies that may have less predictable cash flow or weaker credit profiles

The rise of private debt financing: A short history

Although private debt has existed in various forms for decades, its role in the financial ecosystem significantly expanded following the 2008 financial crisis.

As banks grappled with heightened regulatory scrutiny and capital constraints in the aftermath of the crisis, many scaled back their corporate lending activities. This created a vacuum in the market, particularly for middle-market companies, which were now deemed too risky for banks to lend to.

Recognizing this void, non-bank lenders quickly moved in to fill the gap, offering more flexible, accessible financing solutions to businesses that would have otherwise struggled to secure funding. 

Since then, private debt as an asset class has grown a lot. Currently, the global private debt market is valued at over $1.8 trillion (from just over $300 billion in 2010), with Preqin estimating it will reach $2.64 trillion by 2029.

The continued appetite and demand for private credit is driven by its appeal to businesses looking for financing alternatives to bank loans, and hunger among investors for yields that outpace traditional fixed-income investments.

Comparing private debt financing and bank lending

Let’s look at the primary differences between private debt.

Source of capital

As mentioned, lenders such as private debt funds and asset management firms that operate outside the traditional banking system issue private debt. These entities typically raise capital from institutional investors (such as pension funds, insurance companies, endowments, family offices, and high-net-worth individuals) with the specific mandate to grow it through investments like private debt. Since private lenders are not deposit-taking institutions, they are not subject to the same regulatory requirements as banks.

Traditional bank financing, by contrast, comes from regulated financial institutions, such as commercial banks and credit unions. These lenders use funds from customer deposits to issue loans and, as such, are subject to strict financial regulations that greatly shape how they assess credit risk and limit the types of loans they can issue.

Loan structure and flexibility

Private debt offers greater flexibility in structuring loans. Terms such as repayment schedules, covenants, interest types, and amortization are negotiated directly between the borrower and lender and thus can be tailored to their specific needs, circumstances, and preferences.

In contrast, traditional bank loans follow more standardized terms. Because banks must follow regulatory requirements and internal risk guidelines, the loan products they offer tend to be more rigid. Borrowers must meet predefined credit criteria, and there is usually less room for customization of the loan terms and structure.

Type of borrowers served

Private credit tends to serve riskier borrowers, or those who have more complex or unique financial needs, such as mid-market companies, private equity-backed firms, or those in high-growth sectors. These borrowers often struggle to meet the stringent requirements of traditional banks, particularly when it comes to having an established credit history or meeting certain size, cashflow or profitability thresholds.

In contrast, traditional banks generally serve larger, well-established companies with strong credit ratings, consistent financials, and a stable operating history.

Price of capital

The price of capital for private debt is generally higher than traditional bank financing. Private lenders charge higher interest rates and fees to offset the increased risk they are taking on, as mentioned earlier.

The price of capital from traditional banks is typically lower due to their lower risk exposure and regulated status.

Benefits of private debt financing

For borrowers

  • Access to capital: Private debt provides an alternative for businesses that may not qualify for traditional bank loans. And for those who can still qualify for commercial bank loans, it allows them to diversify their sources of capital and reduce reliance on banks.
  • Flexibility in terms: Private debt allows for customized loan structures, as we have seen, including repayment schedules, interest rates, and covenants. This flexibility helps businesses better align financing with their unique needs and cash flow situations.
  • Speed and efficiency: Private debt deals can be processed faster than traditional bank financing (due to fewer regulations). This can give companies faster access to capital when time is critical.

For lenders

  • Attractive returns: Private debt typically offers higher yields than other traditional fixed-income investments like public market bonds, making it an attractive option for lenders seeking superior returns on capital.
  • Diversification and low correlation to public markets: Private debt allows funds and asset managers to diversify their portfolios beyond just traditional equity or public credit. Since private debt is not publicly traded, its performance is typically less correlated to public market fluctuations. Therefore, it can provide stability during periods of market downturns.
  • Control and customization: The flexibility of private credit enables lenders to structure deals that better align with their desired outcomes and risk tolerance.

How banks are competing with private debt lenders

As private debt financing continues to gain traction, traditional banks are stepping up their game. Rather than ceding ground to non-bank lenders, banks are evolving their strategies to remain competitive and better serve the shifting needs of borrowers.

Prioritizing efficiency and speed

To match the agility of private debt firms, banks are focusing on improving the efficiency and speed of their lending processes. While regulatory frameworks limit how much banks can alter their lending models, they are finding ways to accelerate deal timelines and enhance borrower experiences. Many are streamlining approval processes, offering faster credit decisions, and creating more responsive loan servicing models.

A key driver behind these improvements is technology. For example, banks are increasingly leveraging AI and machine learning to assess credit risk more accurately and automate key parts of the underwriting workflow, resulting in quicker and more efficient loan approvals.

Developing in-house private credit capabilities

Recognizing the strong demand for private credit, major banks are building their own private lending operations. Big banks like Goldman Sachs, Morgan Stanley, and JPMorgan Chase all offer a private debt practice. These internal platforms allow banks to directly participate in the high-growth private debt space, while leveraging their existing client relationships and financial infrastructure.

Partnering with private debt firms

Rather than going head-to-head with private credit lenders, some banks are choosing to partner or collaborate with them. By forming co-lending partnerships with private debt lenders, banks can pool resources and expertise to offer larger, more flexible financing solutions. These partnerships enable banks to maintain a foothold in the private debt market without needing to create their own private credit offerings from scratch. 

Final thoughts: Private debt financing vs bank lenders

The corporate lending landscape has evolved significantly since the 2008 financial crisis, with private debt becoming a key alternative to traditional bank loans. Offering flexibility, speed, and tailored solutions – including asset based loans – this form of debt funding has become increasingly attractive, particularly to businesses with unique financing needs or that don’t meet the criteria of traditional banks.

Meanwhile, for fund and asset managers, private credit offers an opportunity to deliver significantly higher yields than what is possible with other fixed-income instruments. For a broader perspective on how this asset class compares to its public market counterpart, explore our article on private credit vs. public credit.

As a leading provider of private debt solutions, Alter Domus offers the operational infrastructure and support fund and asset managers need to execute and manage private debt strategies with efficiency and ease.

Visit our Private Debt Solutions page to learn more about how Alter Domus can help you better capitalize on the growth of private debt financing and achieve your goals.


Analysis

Private credit vs. public credit: Understanding the key differences and benefits

Understand the difference between private and public credit, including the benefits of each option.


group at event

Private credit and public credit represent two distinct segments of the global credit market. While both serve the same fundamental purpose, which is to provide capital to borrowers while generating consistent returns for investors, they differ significantly in structure, accessibility, and their risk and return profile.

In this private credit vs public credit comparison guide, we’ll break down how the two asset classes stack up against one another so investors and borrowers alike can decide which is the better option for their needs and circumstances.

Understanding private and public credit

What is private credit?

Private credit refers to corporate lending that takes place outside the traditional banking system and public markets. It occurs between private investors and companies that prefer not to issue debt publicly. Non-bank lenders such as private debt funds, asset management firms, and business development companies (BDCs) often provide this type of credit.

Private credit is most commonly used by SMEs or middle-market firms that may have problems securing commercial bank loans due to their size, credit profile, or complex business models. Transactions are typically negotiated privately and often feature customized terms tailored to the specific needs of both the lender and the borrower.

As an asset class, private credit has gained popularity in recent years, particularly among middle-market companies looking for customized financing solutions and investors seeking higher yields than what’s currently being offered by bank loans and public debt, fueling the rapid expansion of the private debt market.

What is public credit?

Public credit refers to debt instruments, such as corporate bonds, that are issued and traded on public markets.

Larger, more established companies seeking capital from a wide pool of investors generally offer these instruments. Public credit is subject to extensive regulatory oversight, and details such as interest rates and maturity dates are publicly disclosed and accessible through open markets.

Private credit vs public credit: Key differences

Let’s look at some key differences between private and public credit.

Investor access

Public credit is available to both institutional and retail investors through platforms like bond markets or mutual funds. In contrast, private credit is generally limited to institutional investors such as private debt funds, mainly due to high minimum investment thresholds and the fact that there’s no open market for this asset class..

Standardization vs customization

Public debt instruments are typically standardized. This standardization allows for efficient trading and widespread accessibility. However, it also limits the ability to tailor loan terms to the specific needs of individual borrowers.

Private credit, on the other hand, offers greater customization. Loans can be structured to meet borrowers’ unique requirements, including flexible repayment schedules. For instance, a growing company seeking financing for a specific project might require a loan with a unique repayment structure that aligns with its projected cash flows. Private credit lenders can accommodate such needs.

Transparency and regulation

Public credit is highly regulated. Issuers are required to disclose financials, credit ratings, and material updates on a regular basis, which translates to high transparency for investors. 

Private credit operates in a more opaque environment. Detailed financial information may not be publicly accessible, and valuation may rely on third-party assessments. This lack of transparency increases the complexity of analyzing and monitoring private credit investments.

Liquidity

Public credit boasts high liquidity, meaning it’s relatively easy for investors to exit their investments. Private credit, on the other hand, is highly illiquid. There’s limited secondary market activity for the latter, and investors must be ready to commit their capital for multiple years (typically 5-10 years).

Risk and return profile

Private credit tends to carry higher risks than its public counterpart. This is primarily due to lower liquidity in private credit instruments. Additionally, private credit deals often involve smaller, less-established companies, which can increase the potential for default. To compensate for these increased risks, private credit typically offers higher yields.

Conversely, the yields of public credit are lower due to its higher liquidity and the fact that it generally involves lending to larger, more established firms, which have a lower risk of default.

Benefits of private credit

Private credit offers several benefits for both investors and borrowers.

Investors

For investors, the biggest benefit of private credit is the potential for enhanced returns. As mentioned, this asset class offers higher yields to compensate for its illiquidity and the overall higher risk of investments. For example, while investment-grade corporate bonds may yield 3–6%, private credit strategies (such as direct lending or mezzanine financing) often deliver 8–12% or more in annual returns. The Cliffwater Direct Lending Index (CDLI), for example, returned 12.13% in 2023 and has delivered a 9.55% annualized total return since its inception in 2004.

The other benefit is diversification. Private credit allows investors and managers to diversify their portfolios beyond just traditional equity or public debt. It has low correlation to public markets and can therefore act as a hedge against market volatility.

Finally, private credit allows investors to negotiate and tailor debt arrangements to align with their specific risk and return objectives.

Borrowers

Private credit provides a crucial source of capital for borrowers who may face challenges securing financing from traditional sources like banks. In particular, private debt financing enables businesses to structure deals quickly and confidentially, often on terms that align more closely with their unique operational and financial needs.

Private debt deals can also be completed faster, which is especially valuable in time-sensitive situations. Furthermore, unlike public debt, which requires detailed disclosures, private debt transactions are typically confidential. This allows borrowers to avoid disclosing sensitive information, which could impact their competitive position or market perception.

Benefits of public credit

Just like private credit, private credit also has its benefits for both investors and creditors.

Investors

Since public credit instruments, like corporate and government bonds, can be traded easily in secondary markets, this allows for quicker investor portfolio adjustments in response to changing market conditions or investment objectives.

Additionally, public disclosure requirements associated with public credit instruments make it easier to assess the relative value and potential worthiness of an investment.

Borrowers

For borrowers, public credit markets enable businesses to raise large amounts of capital efficiently from a broad investor base. Additionally, successfully issuing and managing public credit can enhance a borrower’s credibility, visibility, and creditworthiness in the eyes of stakeholders. The transparency and oversight involved can signal to the market that the company is financially sound and can meet its obligations.

Finally, for investment-grade issuers, the cost of capital in public markets is typically lower than private debt due to the lower perceived risk from public scrutiny and the liquidity offered to investors.

Final thoughts: Choosing between private credit and public credit

Private and public credit play important roles in the debt financing ecosystem. But as seen, they offer quite different value propositions for both investors and borrowers. Private credit stands out for its flexibility and potential for higher returns. It appeals to long-term investors willing to accept illiquidity and higher risk for the chance of greater rewards.

On the other hand, public credit offers greater liquidity, accessibility and a lower-risk profile. It is a better fit for investors who prioritize ease of entry and exit, transparency, and standardized terms.

Ultimately, choosing between private and public credit comes down to your investment objectives, risk appetite, and time horizon. By understanding what each option brings to the table, you can make more informed decisions and build a well-balanced credit strategy. Many sophisticated investors choose to incorporate both into their portfolios to balance risk and maximize returns.

For fund or asset managers looking to unlock the full potential of private credit, Alter Domus offers specialized solutions that support every stage of the private credit lifecycle, from fund structuring and loan administration to data analytics and investor reporting.

Get in touch with Alter Domus to learn how our private debt solutions and services can support your investment goals and help you create more value for your investors.