Thursday, March 12, 2026

Thoughts on Private Credit (OWL, MLCI), BDCs (OTF) and CLO CEFs (CCIF)

I typically stay away from truly controversial stocks, but the current hysteria around all things private credit and software is going a bit far, with some journalists and Substack writers openly cheerleading for a meltdown.  As someone who worked in the middle of the GFC, the comparisons don't make sense to me.

A quick background, direct lending became popular following the GFC when banks pulled back on making middle market commercial and industrial loans due to increased capital requirements (plus a general reduction in risk taking).  Unlike banks, private credit funds don't utilize deposits as a funding source, instead these funds generally have locked up capital that can withstand the 3-5 year maturity lifecycle of these illiquid loans.  The current private credit market is primarily composed of below investment grade borrowers, most of which are PE sponsored.  Fast forward, financial innovation was taken a bit too far.  On the hunt to raise additional capital, alternatives managers turned to the wealth channel where they sold interval funds offering periodic liquidity (usually capped at 5% per quarter) despite the underlying assets being relatively illiquid.  The pitch is pretty simple, private credit offers equity like returns (especially when short term rates were elevated) with minimal volatility since the underlying loans don't trade (a selling point to the borrower, they know their lender), capital poured in over the last 2-3 years.

This past fall, a couple scary headlines around fraud at First Brands (bank led, syndicated loan) and Tricolor (bank lead, but not syndicated), neither of which were private credit loans, sparked a wave of concerns around the broader leveraged lending industry.  First signs of stress were felt in the publicly traded BDCs falling to significant discounts of their stated NAVs (industry average is currently ~75% of NAV), followed by redemption requests from investors in non-traded BDCs.  With public BDCs trading at wide discounts, the natural trade for someone who still believes in private credit and is sitting in a non-traded BDC is to redeem at NAV and buy shares in a substantially similar publicly traded BDC (many managers have both publicly traded and non-traded BDCs which share allocations) at a discount.  Although, I suspect most of the redemptions are simply scared investors wanting out entirely.

Blue Owl Technology Finance (OTF)

Blue Owl (OWL) is at the center of the storm, it's a fast growing alternatives manager (not sure if "fast growing" carries the same risks as in banking, but it's probably close!) focused on private credit with an overweight to technology and software companies, including some dedicated technology strategies.  Blue Owl has the 2nd and 3rd largest publicly traded BDCs by NAV, Blue Owl Technology Finance Corp (OTF) and Blue Owl Capital Corporation (OBDC), which trade at approximately 67% and 77% of NAV respectively (may have changed since writing).  Part of Blue Owl's strategy has been to raise capital in non-traded BDCs and bring those public after achieving sufficient scale (OTF came public in June 2025 this way), but that strategy came to halt when Blue Owl tried to bring Blue Owl Capital Corp II (OBDC II) public by merging it into OBDC at an NAV-to-NAV basis when OBDC was trading at a discount.  They naturally received backlash and reversed course, but the damage was done and they received significant redemption requests.  In February they announced they'd be liquidating OBDC II and returning capital to investors, despite the bad press, this is the right move.  Investors will likely get near or above NAV (including interest) as the loans are sold or are paid off (again, loans have short average lives).

That brings us back to OTF.  Advancements in artificial intelligence have given a haircut to arguably previously extreme valuations in the software sector.  Count me as a bit of an AI skeptic, but in my day job we've been trying to utilize AI tools to extract information from a PDF and ingest it into a downstream system with limited success.  This is a task we've looked to offshore or generally use entry level employees for and still haven't been able to make it work reliably with current AI technology.  I have a hard time believing that AI is going to render the entire software sector useless in under a few years (again, most private credit loans have relatively short average lives) where the equity will be wiped out and credit providers impacted.  Additionally, any software that is embedded in a large organization's operations is extremely difficult to displace, its just not worth the risk to rip out, replace with a vibe coded alternative and explain that to your clients and regulators.  No chance.  I think most spreading these fears have never worked on a core platform transition, its very difficult.

OTF is a very large BDC, $14B of assets and is currently under levered with a debt-to-equity ratio of 0.75x (below the average of ~1x) giving them flexibility to continue lending, fill the hole of others that will be backing away and likely getting better terms in the current turmoil.

Bullet point thoughts:

  • Scale here can equal a higher quality portfolio.  Smaller software companies are more at risk for AI disruption than those with significant embedded client relationships.  OTFs size gets it both into the larger more stable credits and provides diversification.
  • OTF recently upsized their share repurchase program to $300MM, they utilized about $65MM of the old repurchase plan in the second half of the year.  Not super significant given the overall size, but does show some alignment with minority shareholders.  Although I'd like to see more, with the stock trading at a significant discount, almost no investment can match the returns of share repurchases.
  • Only about 50% of the shares are currently in the float, this is a former non-traded BDC and as unlocks happen, the shares might come under further pressure as private credit and software concerns continue to swirl.
  • OTF has an equity position in SpaceX, about 2.5% of net assets, there are reports that SpaceX is planning to go public later this year, potentially providing an exit opportunity at a high valuation.

At this time last year the average BDC traded at 96% of NAV, I don't think a 15% discount is overly aggressive once the current uncertainty clears.

CLOs vs CDOs

I've seen a lot of comparisons calling private credit today similar to CDO's of 2007, including the former Bond King himself, Jeffrey Gunlach:


Total nonsense (and he knows it).

Or tweets like this:

Again, nonsense, someone that is just looking for clicks.

A brief history, the underlying assets of collateralized debt obligations (CDOs) were BB and single-B tranches of non-agency subprime RMBS (or even worse, BB/B tranches of other CDOs) from the likes of Countrywide and Washington Mutual.  Inside of those RMBS transactions were subprime mortgages that were then split into tranches, the CDOs bought up the junior most slices just above the equity.  Despite the BB or B rating, these securities were effectively binary, if they defaulted there was little chance of recovery because the senior tranches in the RMBS would be paid first.  Almost all of these mezzanine tranches completely were wiped out with zero recovery.

In a CLO or a private credit CLO, most of the loans are also rated BB or B by design, the PE firms leverage the balance sheet of the underlying borrower to the point they achieve this rating knowing that it fits the investment mandate of a CLO.  The difference between a CLO and CDO however is in: 1) loans in a CLO are senior secured, meaning they're the top of the capital structure, not the bottom like in a CDO despite the same rating (there will be some recovery on the loan, let's say 30-70%), 2) there's actual diversification in a CLO, usually there a couple hundred loans in the underlying collateral pool, mixed across many industries (unlike a CDO which was just a leveraged bet on high-LTV housing).  Not to mention there's no such thing as a synthetic private credit CLO, in 2006 you'd often see CDOs long credit default swaps on tranches of RMBS that were multiples of the cash value of the underlying, that's not happening today.  It's not the same.

BDCs and private credit funds generally have low leverage, something like 1-1 debt-to-equity (even though the legal limit for BDCs was raised to 2-1, most are well below that), then sometimes the BDC or fund will issue a CLO, but again these will have relatively low leverage thanks to the Volker Rule which requires the issuer to retain risk (the issuer of a private credit CLO or a CRE CLO generally retains the junior tranches and equity).  Banks don't really participate in the private credit CLO market, it's mostly insurance companies or others that don't have deposit funding buying the senior tranches.  You can think private credit was poorly underwritten, etc., but there's limited contagion risk when compared to the GFC.  There would have to be a great depression like event where many/most industries are annihilated to create losses to the senior tranches of CLOs (either broadly syndicated or private credit).  To illustrate the math, the AAA tranche of a CLO (the portion held by banks and insurance companies) makes up about 60% of the capital structure, in order to take losses, using the current recovery rate of approximately 50%, 80% of the underlying loans would need to default.  Unlikely given the diversification.

Carlyle Credit Income (CCIF)

For those that want even more juice to the turmoil in credit, look no further than Carlyle Credit Income (CCIF), this is the former Vertical Income Fund (VCIP) that Carlyle (CG) took over in 2023, changing the strategy from a boring mortgage fund to CLO equity.

CLO equity is an odd security, especially to be packaged into a publicly traded equity, it is the residual piece of a securitization whose value is highly levered to the value of the underlying bank loans.  However, CLOs are not mark-to-market vehicles, they are actively managed pools that have medium-to-long term financing and the underlying bank loans have relatively short weighted average lives (2-3 years typically, stretching out a bit during tougher times) where the manager can reinvest those principal payments coming back to them at par into secondary market loans trading a discount, dubbed "building par" which accrues to the equity.  A volatile market is actually good for the equity, the best returning vintages of CLO equity were during the GFC when loans were trading at significant discounts that eventually recovered.

Unlike private credit, CLO equity does have a secondary market with some liquidity (wouldn't say its a liquid market however) and CCIF has legit marks on their assets.  CLO equity prices swing a lot with the value of underlying loans.  1/31 NAV is $4.79, it currently trades for 70% of NAV and represents an interesting opportunity.  As loan values recover, the NAV will be highly geared and likely to move up substantially unlike BDCs where most of the skew is to the downside.

Mount Logan Capital (MLCI)

MLCI is a recent reverse merger that came public in U.S. markets last year, they're a private credit asset manager with a bunch of lowish quality management contracts they've rolled together over the last several years from failed management platforms.  Following a tender offer, MLCI is trading at somewhere around 50% of book value with a decent amount of liquidity thanks to merging with CEF TURN providing it with a securities portfolio that could be liquidated in order to make more acquisitions.  One of MLCI's mandates (through a convoluted JV structure) is the external manager of BCP Investment Corporation (BCIC), a small $520MM asset BDC that trades for sub-60% of NAV.

On BCIC's recent earnings call, management made it fairly clear they're mostly interested in growing the platform (potentially at the detriment of shareholders, it got a little chippy during the Q&A) and view the current market turmoil as a potential opportunity to roll up more failed BDCs.

Edward Joseph Goldthorpe BCP Investment Corp. – Chairman, CEO & President

Yes, it's a great question. So I don't see us pursuing organic growth. I mean if anything, given where our stock trades, it makes sense for us to continue to buy back stock. So the tender plus share buybacks, obviously, were a pretty nice tailwind for us or not per share.

In terms of like all this recent choppiness in the market and all the recent headlines, our M&A pipeline is probably bigger than it's ever been. And that includes both public entities and listed entities. So we expect to be able to grow our platform. We had to get Logan Portman done. And that sets us up to do continued M&A. So as you know, we've kind of rolled up a number of BDCs over the last couple of years, and it's a key part to our strategy to basically continue to do that, optimize the portfolios and continue to buy back stock.

If I had to guess, I'd say Great Elm Capital Corp (GECC) and their manager Great Elm Group (GEG) would make a good fit.  GECC got caught up in the First Brands mess and experienced a big write-down as a result, however, it trades at a premium to BCIC today.  MLCI (and BCP) could end up acquiring GEG and eventually rolling GECC into BCIC like they have with other BDCs, run it separately for a bit until the timing and valuation make sense for a merger.

Disclosure: These are just my own personal views.  I own shares of OTF, MLCI and CCIF (CCIF in an account that sits outside of the portfolio I track on my blog)

Thursday, March 5, 2026

Theravance Biopharma: Failed Phase 3 Trial, Strategic Review

Theravance Biopharma (TBPH) ($700MM market cap) announced earlier this week their Phase 3 trial evaluating ampreloxetine for the treatment of a rare disease did not meet its primary endpoint and the company was winding down R&D efforts.  The press release has a lot of good nuggets in it that'll be referencing.  Back in November 2024, the company began a strategic review with the hiring of Lazard as their financial advisor.  The review on the surface would appear to be stale, but it reads as if a decision tree is in place dependent on the results of the ampreloxetine clinical trial.

In connection with this announcement, the Strategic Review Committee of the Theravance Biopharma Board of Directors (the “Committee”) is accelerating its ongoing review of alternatives to maximize value for shareholders. Since its formation in 2024, the Committee has been working on an ongoing basis with Lazard, its independent financial advisor, to evaluate opportunities available to the Company, including under multiple potential outcomes for the CYPRESS study. Building upon this work, the Committee will act with urgency to evaluate a broad range of value maximizing and tax efficient alternatives, including but not limited to a sale of the company.

If the trial failure was already fully contemplated and the strategic process isn't starting from a standstill, things could move pretty quickly from here.  In the press release, TBPH gives us all the components we need to come up with a back of envelope estimate of its fair value.  Unlike other busted biotech, TBPH has a number of valuable assets, this isn't a typical melting ice cube, post restructuring, it will be cash generative.

Cash of $326.5 million at Q4 2025 (no debt); approximately $400 million expected at end of Q1 2026 including receipt of 2025 milestones; Theravance highly confident in achieving $100 million 2026 TRELEGY milestone

Trelegy is a blockbuster COPD and asthma treatment (partnered w/GSK) TBPH monetized by selling their interest to Royalty Pharma (RPRX) in 2022 for $1.1B in upfront cash plus some contingent milestone payments (they further monetized Trelegy last year by selling some farther dated royalty payments to GSK for $225MM, but that's in the cash balance number above).  The remaining milestone payment TBPH is entitled to receive from Royalty Pharma is outlined in the 10-Q, which they describe as "highly confident in achieving":

With respect to 2026 TRELEGY global net sales, we are eligible to receive either (i) $50.0 million if Royalty Pharma receives $270.0 million or more in royalty payments from GSK, which we would expect to occur in the event TRELEGY global net sales are approximately $3.16 billion or (ii) $100.0 million if Royalty Pharma receives $305.0 million or more in royalty payments from GSK, which we would expect to occur in the event TRELEGY global net sales exceed approximately $3.51 billion. To achieve the higher $100.0 million milestone in 2026, TRELEGY global net sales would require less than a 2% increase over its 2024 global net sales.

Total 2024 TRELEGY global net sales represented a 26% increase compared to 2023, and TRELEGY is currently expected to generate global peak sales of approximately $4.0 billion in 2026 according to consensus estimates. TRELEGY global net sales for the three and nine months ended September 30, 2025 were $979 million and $2.92 billion, respectively, which represented 24% and 13% year-over-year growth, respectively.

In addition, TBPH also has a 35% interest in another FDA approved COPD treatment, Yupelri with partner Viatris (VTRS).  It launched in 2019 and sales continue to grow, although at a slowing pace.

Together, the cost savings from the restructuring and continued sales from YUPELRI® are expected to result in the Company generating approximately $60 to $70 million of annualized cash flow, starting in Q3 2026. This cash flow projection is comprised of an estimated $45 to $55 million of Income from Operations (excluding non-cash share-based compensation) and projected Interest and Other Income, and does not include potential income from the $100 million TRELEGY milestone. 

 

Following the decision to wind down the ampreloxetine program, the Company's sources of value include approximately $400 million of expected cash at the end of Q1 2026, a 35% interest in YUPELRI® that generates durable cash flow, and the potential TRELEGY milestone payment, as well as Irish tax attributes.

The Irish tax attributes are described as following in their 10-K:

As of December 31, 2024, the Company had Irish net operating loss carryforwards of $1.17 billion and capital loss carryforwards of $60.9 million, both of which can be carried forward indefinitely. The Company has additional Irish tax attributes of $1.19 billion which primarily consist of unused capital allowances. Net operating losses and capital allowances can be used to offset future income from Irish entities and income related to intellectual property.

I'm just going to assign no value to the tax attributes, but certainly to the right buyer they'd be worth something.  The key variable is how much the Yupelri 35% stake is worth, it does have patent protection out to 2039 but that has faced some legal challenges.  The obvious buyer would be VTRS, they could realize cost synergies, but for a finger in the air valuation, I'm going to toss an 8x multiple at the mid-point of their income from operations guidance which includes their corporate overhead costs.  I think is reasonably conversative, but feel free to pushback if you disagree.

Disclosure: I own shares of TBPH

Thursday, February 19, 2026

Braemar Hotels & Resorts: HST Four Seasons Sale, Updated Thoughts

This week, Host Hotels & Resorts (HST) (the grand daddy of lodging REITs) announced the sale of two luxury properties, the Four Seasons Resort Orlando and the Four Seasons Jackson Hole for a total of $1.1B ($1.9MM/key):


The multiples provide a pretty good comp for Braemar Hotels & Resorts (BHR):


HST management was almost glowing at the current depth of buyers in the luxury market:

Michael Joseph Bellisario Robert W. Baird & Co. Incorporated, Research Division – Director and Senior Research Analyst

Jim, on the Four Seasons sales, certainly great execution there and you're proving out value. So of two parts here. One, how deep is that buyer pool today? And then two, can you, and next maybe, would you sell more of your top assets? Or what's the outlook and thinking around more high-value dispositions going forward?

 James F. Risoleo Host Hotels & Resorts, Inc. – President, CEO & Director

So are there other opportunities to maximize value within the portfolio? I think there is, we'll be opportunistic. The buyer pool for these types of assets is, I think, a lot deeper than people realize. There are a lot of sovereigns out there who are very interested in luxury hotels. There are high net worth individuals who are interested in luxury properties as well. And there are a couple of big private equity firms that have a lot of capital that have been sitting on the sidelines waiting to -- waiting for the inflection point to jump back into the market. And we're hopeful that this is the inflection point that we can prove out that there is value here, value to be created, and we're certainly hopeful that we're going to get the read through and see some multiple expansion as a result of not only this decision, but all the capital allocation decisions that we've made over the last 9 years.

Updating my math from September, and removing the Cameo Beverly Hills as it has undergone an extensive renovation/re-branding which has caused it to be NOI/EBITDA negative over the last twelve months: 


Not all of BHR's properties are luxury, about 25% of the portfolio is urban, so a full 15x hotel level EBITDA takeout is unlikely, but given how levered the capital structure with the termination fee is to the equity stub, there's a lot of potential upside here if BHR can get a similar transaction execution.  HST also called out the two sold hotels will need significant capex in the next few years, potentially suppressing the transaction multiple.  An advantage of the external management structure at BHR is Ashford gets paid as the project manager for any construction projects and the last twelve months of construction management fees are capitalized in the termination payment.  Ashford is incentivized to do renovation projects and following the completion of 3 hotel refurbishments in 2025, the portfolio should be pretty clean for a new owner, maybe getting us closer to 15x?

Another note of interest, BHR changed how they're handling preferred dividends to prepare for a sale, seems like they should be pretty close to wrapping this thing up.  I exercised my $2.50 call options that expired in January and have added to my position since.  I'm also up for any comments or thoughts on AHT, which recently announced a similar strategic alternatives process (is that different than BHR's "sale process"?) although they haven't announced a termination payment agreement with Ashford as BHR did.

Disclosure: I own shares of BHR and April $2.50 call options

Tuesday, January 13, 2026

Green Dot: Creating a Standalone BaaS Bank

Green Dot Corporation (GDOT) (~$715MM market capitalization) is one of the original fintech firms targeting the underbanked population in the United States who primarily live paycheck-to-paycheck.  They provide accessible financial products like prepaid debit cards, secured credit cards, money processing services, tax refund processing services both under their own name and white labeled with partners (Walmart, Apple, Amazon, Intuit, Jackson Hewitt, PLS, Uber, etc).  The end consumer can access their money in the increasingly non-cash world without a traditional bank account.  Green Dot provides back-office banking services for their own consumer services and via third party partners through their bank, Green Dot Bank.

Green Dot's history has a lot of twists and turns I'm going to gloss over (it has been a poor investment since its 2011 IPO), however back in November, Green Dot announced they were entering into a transaction where they are separating the fintech business from the bank:

The fintech business that consumers are familiar with is going to a firm called Smith Ventures.  Bill Smith, founder of Smith Ventures, is a serial entrepreneur who had previously founded Insight Card Services, which he sold to GDOT in 2014 and Shipt which he sold to Target (TGT) in 2017 for $500MM.  After those transactions, in 2017 he helped fund/found CommerceOne (currently privately held), a de novo bank based in Alabama, whose leadership team came from First Partners Bank after it was acquired by Progress Bank (which merged with UCBI in 2023) that same year.  Smith is on the board of CommerceOne and presumably the architect behind this whole transaction, there are few articles floating around about him, he's a bit of a rags-to-riches story and seems to have a successful track record at a relatively young age of 40.

Pre-GDOT merger, CommerceOne appears to be a well run, albeit small, C&I focused community bank with an admirable efficiency ratio in the low 40s (question will be how well that scales).  Credit issues have been minimal since the bank started operations, ROE is ~14%, ROA is 1.4%, cost of funds is a little high at 2.99%, but the GDOT acquisition will help drive that number down considerably.
The M&A deck lays out the bull case pretty nicely, the proforma GDOT/CommerceOne's peer group trades at pretty heady multiples as the Bank-as-a-Service ("BaaS") business model provides the dual advantage of cheap deposits and significant non-interest (fee) income.  Peers like Pathward Financial (CASH) (Upstart and MoneyLion are partners) and The Bancorp (TBBK) (Chime is a partner) trade for 3.0x and 4.0x tangible book value respectively, including a wider peer set, CommerceOne outlines the potential TBV multiples the new bank could trade for:
With GDOT trading at $12.28/share, I have the stub value to the BankCo trading just under 70% of tangible book value, well below where similar (but more established) peers trade.
Bank mergers can be challenging, I imagine this one will be particularly so since pre-GDOT CommerceOne is acquiring a bank several times its size, has mostly a remote workforce no where near Birmingham and features integrating a completely new business model.  Other risks associated with proforma CommerceOne include exposure to Green Dot (7-year initial deal), Apple and WalMart concentration risk at the fintech level and regulatory risks associated with serving this customer base (although the CPFB has been significantly neutered).  I find this to be an attractive setup, the deal is expected to close mid-2026, it'll likely take another year or two for the bank to trade more inline with peers but has significant upside.

Disclosure: I own shares of GDOT