2025-06-26 Matt Levine.Private credit trading
One possibility is that private credit will eventually trade in a more or less open liquid market. Another possibility is that it won’t. I tend to bet that it will: On a long enough horizon, everything ends up trading in a more or less open liquid market, and there are very powerful forces — forces like “leveraged buyout exits are delayed and limited partners are antsy for liquidity” and “everyone wants to sell private credit to retail investors, who need liquidity” — that are pushing private credit to become tradable. And so you see plans for private credit trading desks and marketplaces, and exchange-traded funds that presume liquidity.
一种可能性是，私募信贷最终将在一个或多或少开放且流动的市场里交易。另一种可能性是它不会。我倾向于押注前者：在足够长的时间尺度上，一切资产最终都会在相对开放且流动的市场里交易，而且存在非常强大的力量——诸如“杠杆收购退出受阻，有限合伙人急于获得流动性”和“人人都想把私募信贷卖给需要流动性的散户投资者”——推动私募信贷变得可交易。因此，你会看到设立私募信贷交易台和市场的计划，以及假设存在流动性的交易型基金。
But the view that private credit won’t trade is also quite respectable. The argument there is that the main selling point of private credit is that the borrower can have a long-term relationship with a single lender, or a carefully chosen handful of lenders, rather than with whoever decides to buy its debt on the market each day.4 Private credit, in this theory, charges borrowers higher interest rates, but in exchange gives them a better and more comfortable relationship. If the borrower runs into trouble, it will call one or two or five people whom it knows, and they will work out some reasonable accommodation. It won’t wake up one day to find out that all of its loans are owned by a vulture firm looking to take over the company. Companies — and particularly private equity sponsors who run a lot of leverage — are willing to pay for this sort of flexibility and stability. Freely tradable private credit would be oxymoronic; it would defeat the purpose of private credit.
然而，认为私募信贷不会交易的观点同样值得尊重。该论点认为，私募信贷的主要卖点在于，借款人可以与单一贷方，或少数经过精挑细选的贷方，维持长期关系，而不必每天面对任何在市场上买入其债务的陌生人。4 在这种理论中，私募信贷向借款人收取更高的利率，但换来的却是更好、更舒适的关系。如果借款人遇到困难，它只需致电一两位或五位熟悉的债权人，他们就会想办法达成合理的解决方案。借款人不会一觉醒来，发现自己的贷款全被一家觊觎公司控制权的秃鹫公司买走。企业——尤其是运用大量杠杆的私募股权赞助商——愿意为这种灵活性和稳定性付费。完全可自由交易的私募信贷将自相矛盾；这会使私募信贷的宗旨落空。
And so private credit agreements generally say that the loans can’t be transferred without the permission of the borrower, which (1) protects the borrower’s interest in having its debt owned only by people it knows but (2) makes trading kind of tough. If you agree on a trade and then the borrower says no, you have wasted your time; it’s hard to get excited about a market where each trade has only a slim chance of going through.
因此，私募信贷合同通常规定，未经借款人许可，贷款不得转让，这（1）保护了借款人只让熟悉的债权人持有其债务的利益，但（2）也令交易颇为艰难。如果你谈成了一笔交易，结果借款人说不，那你就白忙一场；在一个每笔交易成行概率都很低的市场里，人们很难保持热情。
Still, it is also respectable to bet that private credit will become more tradable, which means that people really are setting up trading desks to trade it. They don’t always have much to do. Here is a funny report from Bloomberg’s Ellen Schneider and Carmen Arroyo about the tumbleweed blowing through JPMorgan’s private credit trading desk:
尽管如此，认为私募信贷将变得更易交易的押注也同样正当，这意味着确实有人搭建交易台来交易此类资产。他们却常常无事可做。彭博社记者 Ellen Schneider 与 Carmen Arroyo 关于摩根大通私募信贷交易台门庭冷落的报道颇为有趣：
It’s become something of a running joke in the world of private credit.
在私募信贷圈，这几乎成了一个老梗。
About once a month, JPMorgan Chase & Co. traders send out a list of dozens of loans they’re looking to buy and then, on most occasions, fail to get their hands on a single one. It’s not about the price. They’re willing to pay up. The problem is almost no one in private credit is willing to sell, let alone to a Wall Street bank.
每月大约一次，摩根大通的交易员会发出一份列有数十笔他们想买入的贷款清单，但多数情况下，他们一笔都买不到。问题并不在价格——他们愿意出高价。问题是几乎没有人愿意把私募信贷卖给华尔街银行，更不用说摩根大通了。
The us-versus-them mentality is so strong that the lists, known as runs in the lingo of traders, often get no more than a perfunctory glance inside some private credit shops—just long enough to know what JPMorgan is trying to buy. The bank's struggles are evident, money managers say, in the lists themselves—full of outdated pricing and repeat requests to acquire the same loans—and in the follow-up calls its traders make to reiterate and push the purchase offers. …
这种“我们对他们”的心态如此强烈，所谓“run”的清单在一些私募信贷机构内部往往只被草草浏览——只需瞥一眼就能知道摩根大通想买什么。这些清单本身——充斥着过时的报价和重复的贷款收购请求——以及其后交易员一再打来电话重申并推动买盘报价，都体现了该行的窘境。…
Of the more than 20 private credit shops Bloomberg News spoke with for this story, including many of the biggest firms in the industry, none had ever sold a direct loan to JPMorgan. What's more, several of those money managers, who asked not to be identified discussing internal deliberations, said they never will.
彭博社为本文采访的二十多家私募信贷机构（包括业内许多巨头）中，没有一家曾向摩根大通出售过直接贷款。更有不少业内人士（因讨论内部事务而要求匿名）表示，他们永远都不会卖。
One problem is the borrower preferences I mentioned above:
问题之一正是我之前提到的借款人偏好：
In the world of private credit, the borrowers, their private equity owners and the lead lenders typically have to sign off on trades. This essentially gives each of them veto power over every single transaction.
在私募信贷领域，借款人、其私募股权所有者及主承贷行通常都必须批准交易。这实质上让他们对每一笔交易都拥有否决权。
The owners, known as sponsors, often push back the hardest. For one thing, they like to limit the group of investors who have access to sensitive financial information about their companies, and loan trading would suddenly put those numbers in the hands of more people. More importantly, trades carried out at declining prices could expose stress in their companies and, in extreme cases, drag down the value of their equity stakes.
这些所有者，也就是“赞助商”，往往反对最为激烈。一方面，他们希望限制能够接触公司敏感财务信息的投资者范围，而贷款交易会突然让更多人掌握这些数据。更重要的是，以不断下降的价格成交的交易可能暴露出公司面临的压力，并在极端情况下拉低其股权估值。
Another problem is that liquid trading markets create accurate mark-to-market valuations, which is maybe not what private-market managers want. This is what Cliff Asness calls “volatility laundering”: If your assets never trade, then you never need to mark them down, so your returns look less volatile than public-market returns. Schneider and Arroyo write:
另一个问题是，流动的交易市场会带来准确的市值计价，而这恰恰不是私募市场管理人所希望的。Cliff Asness 将此称为“波动性洗白”：如果你的资产从不交易，就永远不必下调估值，因而你的回报看起来比公开市场资产的回报更平稳。Schneider 与 Arroyo 写道：
[Private credit funds] fear that if JPMorgan, or any of the other banks following in its footsteps, is successful in creating a vibrant trading market for the loans, it could shatter the perception—or mirage, as critics would argue—of price stability that they’ve spent years selling to investors. The value of the loans, the pitch goes, won't ever get whipsawed around, and dragged down, by the vagaries of the broader markets because they are privately held assets. But if they trade regularly, price levels get marked, day after day, and private credit suddenly doesn't look all that different than its public market counterparts.
【私募信贷基金】担心，如果摩根大通或任何效仿其脚步的其他银行成功为这些贷款创造出一个活跃的交易市场，就可能打破他们多年来向投资者兜售的价格稳定“印象”——或如批评者所称，“海市蜃楼”。按照他们的说法，这些贷款的价值不会因更广泛市场的波动而剧烈起伏并被拖累，因为它们是私下持有的资产。但是，如果它们定期交易，价格水平就会日复一日地被标记，私募信贷看上去顿时与公开市场的同行并无二致。
Sure. I assume that every new trading business starts like this, and that part of what makes a good trading pioneer is the ability to call every potential seller every day even though they never trade and laugh at you. Eventually it will become a booming business, or it won’t, but not for lack of effort.
当然。我想，每一项新的交易业务起初都是如此；而成为一名优秀的交易先行者，部分能力就在于即便对方从不成交还嘲笑你，你仍能每天给所有潜在卖家打电话。最终，这项业务要么蒸蒸日上，要么不行，但绝不会是因为缺乏努力。
Also here’s a wild non-trade:
此外，还出现了一笔离谱的“未成交易”：
The trading push has led to some embarrassing moments for JPMorgan. Like last summer, when its traders sent out a run that included price quotes on loans made to educational software company Pluralsight Inc. The run pegged going prices at above 90 cents on the dollar. But Pluralsight, it turns out, was so mired in financial trouble at the time that it was restructuring that debt. Some creditors had marked its value all the way down to 50 cents.
这场交易推动还给摩根大通带来了一些难堪的时刻。例如去年夏天，该行交易员发出的一份“run”中列出了教育软件公司 Pluralsight Inc. 贷款的报价，显示该贷款的成交价高于面值 90 美分。然而事实证明，Pluralsight 当时的财务困境深重，正对该债务进行重组。一些债权人已将其估值下调至面值的 50 美分。
Okay okay okay, fine, you are a private credit fund, you do not want to sell your loans to JPMorgan because that sets a bad precedent, I get it. But you are in the middle of the Pluralsight restructuring, you have already marked your loans down to 50, and JPMorgan lobs in an unsolicited bid to buy whatever you’ve got at 90?5 And you say no? Really? I would have been very tempted to call them back and say “hey guys, guess what, today is your lucky day.”
好吧好吧，你是一家私募信贷基金，你不想把贷款卖给摩根大通，因为那会开创糟糕的先例，我明白。但你正身处 Pluralsight 的债务重组之中，已经把贷款估值降到 50 美分，而摩根大通突然抛来一个 90 美分的不请自来的收购报价？5 你却说不卖？真的？如果是我，我大概会很冲动地回电话说：“伙计们，告诉你们一个好消息，今天可是你们的幸运日。”
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