Collateralized Loan Obligations (CLO)

Loans that are repackaged and bought by investors

Author: Osman Ahmed
Osman Ahmed
Osman Ahmed
Investment Banking | Private Equity

Osman started his career as an investment banking analyst at Thomas Weisel Partners where he spent just over two years before moving into a growth equity investing role at Scale Venture Partners, focused on technology. He's currently a VP at KCK Group, the private equity arm of a middle eastern family office. Osman has a generalist industry focus on lower middle market growth equity and buyout transactions.

Osman holds a Bachelor of Science in Computer Science from the University of Southern California and a Master of Business Administration with concentrations in Finance, Entrepreneurship, and Economics from the University of Chicago Booth School of Business.

Reviewed By: Adin Lykken
Adin Lykken
Adin Lykken
Consulting | Private Equity

Currently, Adin is an associate at Berkshire Partners, an $16B middle-market private equity fund. Prior to joining Berkshire Partners, Adin worked for just over three years at The Boston Consulting Group as an associate and consultant and previously interned for the Federal Reserve Board and the U.S. Senate.

Adin graduated from Yale University, Magna Cum Claude, with a Bachelor of Arts Degree in Economics.

Last Updated:November 25, 2023

What is A Collateralized Loan Obligations (CLO)?

A Collateralized Loan Obligation (CLO) is a financial instrument where loans are pooled together and sold to investors. These securities are backed by a collection of loans, similar to how Collateralized Mortgage Obligations (CMOs) are backed by mortgages. However, in the case of CLOs, the underlying debt consists of various loans rather than mortgages.

The process involved in CLOs is called securitization, which means combining assets to create a tradable security. Private equity firms often use CLOs to facilitate leveraged buyouts (LBOs), and these CLOs are supported by corporate loans that typically have low credit ratings.

Investors take on most of the risk if borrowers default and cannot make regular debt payments on the underlying loans. Since investors have to take on default risk, they are provided with diversification and higher-than-average projected returns.

The appeal of collateralized loan obligations lies in their above-average yield, making them an attractive option for investors seeking higher returns. This has contributed to the increased prominence of CLOs in recent years.

Key Takeaways

  • Collateralized Loan Obligations (CLOs) are repackaged loans bought by investors, backed by a pool of corporate loans.
  • Investors assume default risk for higher returns, making CLOs attractive for diversification and above-average yields.
  • CLOs use tranches to distribute debt payments, allowing investors to choose risk/return profiles based on their preferences.
  • The CLO creation process involves stages like warehousing, ramp-up, reinvestment, non-call, and repayment, managed by a CLO manager.

Understanding collateralized loan obligations

Investors receive debt payments from underlying loans that are pooled together. The debt payments are distributed to investors of different tranches in a CLO.

Tranches are portions of a pooled collection of debt instruments. The instruments are divided by risk and other features that may make them attractive to confident investors. For example, loans may be differentiated by their maturity or rate of return.

Investors can decide what tranches they want to invest in based on their risk/return profile. Less-risky tranches have lower returns and higher credit ratings. 

The underlying loans that comprise a CLO are mostly made up of first-lien senior-secured bank loans. A first-lien loan has a first claim on a debt’s collateral, and a senior-secured loan also has priority repayment status in the event of bankruptcy.

Second-lien loans and unsecured debt can also be found in CLOs. Borrowers make debt payments on the underlying loans, starting with the highest-rated tranches with the lowest risk and return.

Bottom tranches are the riskiest but offer the highest return. Thus, investors at the bottom of the tranche must take on the highest risk. If borrowers default and cannot make their debt payments, investors at the bottom tranche would be the last to receive money and, effectively, the first to bear the loss.

Types of Collateralized Loan Obligation

A CLO has two different types of tranches: debt and equity tranches. Debt tranches, also referred to as mezzanine tranches, operate like bonds. They have credit ratings and coupon payments.

On the other hand, equity tranches do not have credit ratings and are subordinated to debt tranches. In the event of a sale, equity tranches provide ownership. However, they are not often paid a cash flow.

Debt Tranches

In a CLO, the debt tranche is similar to bonds as well. The risk associated with these tranches is minimal as compared to equity tranches for which they make coupon payments periodically. In particular, tranches of debt are entitled to be paid in the first instance. Hence, they are equally as safe should there be default.

CLOs are like any other debt structure and therefore, tranches within them are similar to the standard bond issuance. 

The separate tranches will be systematically rated using reputable rating companies like Moody’s or the Standard & Poor (S&P) to help the investor know their assessment for the underlying asset quality. 

AAA or AA rated debt tranches point to lower risks and are attractive for those looking for an alternative to traditional investment-grade bonds.

Equity Tranches

The equity slices are unique within a Collateralized loan obligations (CLOs), providing relatively risky but potentially lucrative vehicles as opposed to debt tranches. 

The equity tranches to which these tranches are not rated depict that they receive junior ranking to debt tranches, being more dangerous.

Equity investors look for more return at any associated cost on condition of the risks they are ready to take. Equity tranche investment is different in that these investors do not experience continual payouts as most of their payments are based on a total result of the entire CLO. 

Equity tranche holders occupy the bottom rung of the payment hierarchy. They are the first ones to suffer losses while others enjoy payment from the underlying asset based on which they were lent. 

Higher risk-tolerant investors are attracted by equity tranches which allow for the combination of portfolios with higher risk-yield ratio. Equity tranches go hand in hand with more speculative investment strategy for investors having longer time horizon and able enough to take some risk to earn a big gain.

Forming A Collateralized Loan Obligation

The goal of a CLO is to generate above-average returns through income and capital appreciation.

A CLO manager buys loans below investment grade (typically first-lien bank loans to businesses). The manager then combines the loans and oversees the combinations by buying and selling loans.

The manager sells stakes in the CLO to finance the purchase of new debt. The stakes are sold to outside investors in tranches.

To summarize, the steps for creating a collateralized loan obligation include the following:

There are typically five stages of the standard lifecycle:

  1. Warehousing: Before the closing date, the manager buys the initial collateral. 
  2. Ramp-up: After the closing date, the manager buys the leftover collateral to finish the original portfolio. Following the ramp-up stage, the manager carries out monthly tests to make sure the portfolio can make its interest and principal payments. 
  3. Reinvestment: After the ramp-up phase, the manager may reinvest all of the loan proceeds by either buying or selling bank loans in order to enhance the credit quality of the portfolio. 
  4. Non-call: Loan-tranche holders receive a per-tranche return at closing. Then, the majority of equity-tranche holders can either call or refinance the loan tranches. 
  5. Repayment and deleveraging: While underlying loans are being paid off, the manager pays down loan tranches based on seniority and allocates the leftover proceeds to the holders of equity tranches. 

Advantages of collateralized loan obligations

For investors looking to broaden their horizons concerning yield, collateralized loan obligations have been gaining increasing attention.

Many investors understand that collateralized loan obligations have performed attractively over other fixed-income investment strategies. However, they may not be aware of all the benefits and advantages.

Advantages of investing in a collateralized loan obligation include the following:

  1. Over-collateralization: The tranches of a CLO that are ranked higher are over-collateralized. This means that, in the event of a loan default, these tranches would not be impacted. Usually, lower-ranked tranches face losses in the event of loan default. 
  2. Floating-rate loans: The underlying loans that make up a CLO are floating-rate loans. The result of this is low duration, meaning that they are at risk from changes in interest rates. 
  3. Actively regulated: Loan managers actively regulate and monitor CLOs. Managers charge fees, but they are usually based on performance. 
  4. Dodge inflation: Because CLOs have floating-rate loans, they can be used as a way to hedge against inflation. 
  5. High returns: CLO tranches substantially surpass other corporate debt categories (e.g., bank loans) over the long term in terms of returns. 
  6. Wide yield spreads: Usually, CLOs have wider spreads than other debt instruments. As a result, they are more complex and have fewer liquidity and regulatory obligations. 

Risks of collateralized loan obligations

One of the goals of a collateralized loan obligation is to mitigate potential risk through its multi-level structure.

Nevertheless, a CLO’s complexity accompanies several risks that investors must consider. Here are a few important risks to consider:

  • Issuance timing: Market conditions may not be strong during a CLO’s reinvestment period, even if they were strong at the time of issuance. Poor market conditions during the reinvestment period can lead to a decrease in trading volume. 
  • Manager selection: It is extremely important to select an experienced CLO manager with a strong track record over the long term. 
  • Duration of spread: Because CLO tranches have floating rates, the interest rate duration is low. However, it is still important to consider the spread duration of a CLO. Spread duration is typically between 3.5 and 7 years because the usual reinvestment period is four to five years.

If there is a higher capital stack, there is a lower spread duration because each CLO is successively redeemed. This causes the lower-rated tranches to have a longer spread duration.

Researched and authored by Rachel Kim | LinkedIn

Reviewed and edited by James Fazeli-Sinaki | LinkedIn

Free Resources

To continue learning and advancing your career, check out these additional helpful WSO resources: