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Loan Note

Monday, October 13, 2025

 

Continuation vehicles are coming under closer examination amid concerns over their impact on LPs. HPS signs a deal with Vistina for ABF investing. Here's today's brief for our valued subscribers only.

 

They said it

 

“To understand what’s going on in a middle market CLO, you have to understand the loans in the underlying collateral, what kind of credit stress could hit those individual loans”

S&P's head of North American life insurance told the FT, warning about risks in the credit market

 

First look

 
Alternate text

Continuation vehicles need to get LPs onside and prevent conficts, according to a new report

Source: Getty

CV conflicts

Continuation vehicles have come under close examination in the CFA Institute’s latest series exploring ethics in private markets, according to our colleagues at Private Equity International. In a report exceeding 40 pages, the institute delves into the factors behind the growth of the CV market and outlines the potential conflicts of interest that these transactions can create.

 

"A fair process in establishing the CV is critical for its legitimacy," the report notes, adding that CVs can leave LPs feeling uneasy. The report cites an example in which an investment professional at a pension fund heard a secondaries firm discussing a “sweetheart deal” involving an asset the same LP was also exposed to on the primary side. The exec described having mixed feelings upon hearing about the transaction.

 

The report notes that CVs pose “heightened conflicts of interest” for GPs, who effectively sit on both the buyside and sellside of these transactions. It notes that GPs have strong incentives to pursue CVs because such deals can allow them to extend management fees or reset other economic terms.

 

“Continuation funds are designed to give investors choice: Those who want liquidity can cash out, and those who want to continue their investment can roll over into the new continuation fund. Many investors are happy to take the money, but some dismiss continuation funds as merely a transfer of economic benefits to the fund managers," Stephen Deane, senior director of capital markets policy at the CFA Institute, comments in the report.

 

"The GP sits on both sides of the deal, stands to reset carry and extend fees if successful, and may even improve the track record of the legacy fund – all factors that can give rise to conflicts of interest."

 

A competitive bidding process and negotiations with third-party buyers can help mitigate such conflicts. Other mechanisms – such as the GP’s fiduciary duty to act in the legacy fund’s best interests, LPAC approval and the reputational risk if a CV was run poorly – have also emerged as safeguards against conflicts.

 

The idea that CVs are rife with potential conflicts is nothing new, and investors continue to have mixed feelings about their use. Still, as these processes proliferate, the frequency with which LPs are exposed to those possible issues has accelerated. So too, then, has the onus on the GP community to ensure these conflicts are being managed responsibly.

 

HPS launches ABF partnership with Vistina

HPS Investment Partners, now a part of BlackRock, announced that it has formed a collaboration with Vistina for asset-based finance origination and securitisation.

 

Vistina, a subsidiary of London-based investment firm Hoplon Investment Partners, is comprised of two parts: Vistina Structured Credit Advisory and Vistina Advisory.

 

“This is a truly unique time in the market, where the applicability of asset-backed financing is rapidly evolving and expanding the addressable universe of borrowers that can access the unique benefits of a securitisation,” Robert Arsov, founder and CEO of Hoplon Capital, said in a statement. “The combined capabilities of Vistina, Hoplon and HPS create a leading player with a strong track record of innovation and execution for borrowers and investors alike.”

 

Alongside engaging retail, wealth and insurance investors, asset-backed finance has been one of the new hot trends over the last few years.

 

On top of the meteoric growth of private credit post-pandemic, the total addressable market for asset-backed finance is projected to range from $12 trillion to $20 trillion over the next decade, according to a 31 July research note by JPMorgan Private Bank.

 

Based in New York, HPS Investment Partners has $157 billion in assets under management and focuses on a range of non-investment grade credit investments. Originally a subsidiary of JPMorgan Asset Management, the company’s acquisition by BlackRock was announced in November 2024 and finalised on 1 July 2025.

 

Essentials

 

Pemberton prices latest CLO
Pemberton Asset Management, a European private credit manager, has priced Indigo Credit Management IV DAC, a €407 million European collateralised loan obligation.

Indigo IV is the firm’s second CLO priced in 2025, following the €432.1 million Indigo III transaction in May, which was up-sized in response to investor demand.

 

Pemberton’s CLO strategy targets investments in publicly rated, liquid, broadly syndicated leveraged loans that are often used for sponsor-driven or corporate M&A financing.

The strategy is actively managed, taking a relative value approach to allow flexibility in changing market conditions. Pemberton creates diversified credit portfolios that aim to deliver attractive risk-adjusted returns.

 

KBRA: Private credit and healthcare roll-ups

A report from credit ratings agency KBRA warns of the fragility of the modelling behind the recent popularity of healthcare roll-ups, a fragility that has made the whole space a dangerous place for direct lending. 

 

In roll-ups, private equity firms acquire multiple healthcare businesses with the expectation of boosting profitability and limiting risk through synergy, cost savings at scale and increase of market share. One wrinkle in the healthcare field is that, in the US, several states enforce rules against the corporate practice of medicine – ie no one other than a licensed clinician is allowed to own or directly control clinical practices. The regulations, though, allow PE firms to acquire the non-clinical assets of a practice, including office leases, equipment, IT support, marketing and business development functions.

 

PE firms, then, consolidate these assets over many practices into a single legal entity, often called a medical [or dental] service organisation. 

 

KBRA said that since 2023, healthcare roll-ups have been a disproportionate share of the healthcare services and technology (HCST) sector that KBRA has assigned a score in its ccc+ bucket. There have been 66 downgrades and only 12 upgrades among the roll-ups when surveilled after the initial assessment.

 

Only one-half of the healthcare roll-ups carry an assessment score of b- or higher in the last 12 months ending 30 June 2025. This is well below the credit quality of other HCST obligors, the report noted.

 

Debt plays a pivotal role in the development of MSO/DSOs. More debt can boost the return to equity holders, as these roll-ups commonly have higher leverage. The underlying practices often have a fixed cost structure (staff and leased equipment and real estate), so that setbacks to revenue generation (either from a decrease in the number of patient visits or a decline in reimbursement rates) can quickly generate considerable pressure.

 

“Health care roll-ups remain one of the weakest subsectors in our [middle-market] direct lending universe,” the report said, “weighed down by high leverage, thin liquidity, persistent labor shortages, reimbursement uncertainty, and a decline in elective procedures.”

 

Sona raises $130m for CLO equity

London-based fund manager Sona is thought to have held a first close of its CLO equity fund, which will focus on investing in Sona’s European CLOs.

 

According to sources close to Sona, the firm has secured $130 million so far and will invest in equity tranches of Sona’s CLOs as well as some capacity to invest in third-party CLO equity.

 

Sona was founded in 2016 by CIO John Aylward and invests in European credit covering all-weather, capital solutions, CLO and significant risk transfer strategies.

 

LP watch

 

Institution: Kern County Employees Retirement Association
Headquarters: Bakersfield, US
AUM: $6.63 billion
Allocation to private debt: 6.3%

Kern County Employees Retirement Association has approved a $40 million commitment to Fortress Legal Assets Fund II, according to materials presented at its October board meeting.

 

Managed by Fortress Investment Group, the fund follows a litigation strategy targeting the  corporate sector across North America. The fund launched in March 2025 and has a current size of $116.03 million.

 

Kern County Employees Retirement Association currently has a private debt allocation of  6.3 percent, with an 8 percent target allocation. The private debt portfolio amounts to $417.51 million.

 

Institution: San Bernardino County Employees’ Retirement Association
Headquarters: San Bernadino, US
AUM: $16.97 billion

San Bernardino County Employees’ Retirement Association has approved a £50 million ($66.7 million; €57.6 million) commitment to PGIM Real Estate Capital VIII, according to materials presented at its October investment committee meeting.

 

Managed by PGIM Real Estate, the fund follows a subordinated/mezzanine debt strategy targeting the real estate sector across Western Europe. It launched in 2025 and has a target size of £1.5 billion.

 

SBCERA previously invested in PGIM Real Estate Capital VII, which closed in December 2021. The fund has a total value to paid-in capital ratio of 1.17x and a distributed to paid-in capital ratio of 0.30x, having called 58.28 percent of capital commitments.

 

 

Today's letter was prepared by Andy Thomson with Sergio Padilla, John Bakie, Christopher Faille and Robin Blumenthal

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