DOJ Probes BlackRock Private Credit Fund Valuations After Dramatic Repricings

It all started in late January, just before the Blue Owl debacle and the SAAS-palcypse sparked a historic crash in private credit. 

It was then that in a rare off-cycle disclosure, BlackRock TCP Capital Corp., a publicly traded private-credit fund structured as a business development company (BDC), disclosed a 19% markdown in net asset value as troubled loans weighed on performance. The news not only sent shares of the fund plunging 13% on Jan. 26, the most since March 2020 but market one of the first major private credit signal woes of the new year; it certainly wouldn’t be the last. 

The credit fund told investors that NAV fell from $8.71 as of Sept. 30 to $7.05 to $7.09, or about a 19% markdown. ”This decline is primarily driven by issuer-specific developments during the quarter,” the fund said.

Two months later, in early March, it went from bad to worse for Blackrock’s private credit fund when the asset manager slashed the value of a private loan in its portfolio to zero just three months after assessing it at 100 cents on the dollar, marking the second sudden wipeout to recently hit its private-credit division.

The $25 million loan to Infinite Commerce Holdings, an Amazon aggregator that buys up online sellers of products from spa treatments to light bulbs, was suddenly worthless, BlackRock TCP Capital Corp reported in fourth-quarter filings released last week. The fund had marked the junior debt at 100 cents on the dollar in the third quarter. In other words, total wipeout in 3 months.

The write-off came just months after Infinite Commerce merged with another aggregator (and BlackRock debtor), Razor Group, in August, creating the new debt structure valued at par. Previously, BlackRock had valued loans to Razor at a deeply distressed level. Because financial engineering. 

As a result of these bizarre quantized “repricing events” a number of class-action lawsuits were filed on behalf of investors that claim it made “materially false” statements and that Blackrock didn’t properly value its loans.

The final step in this particular lack-of-redemption arc came n Friday when Bloomberg reported that federal prosecutors are scrutinizing valuation practices at a BlackRock’s private credit fund. 

The Manhattan US Attorney’s office in recent months has been seeking information about BlackRock TCP Capital Corp., while executives of the BDC have been questioned as part of the probe.

Jay Clayton, who runs the SDNY and was previously SEC commissioner under Trump 1.0, said in November he was concerned about how firms value private assets – and that “people should know that the financial regulators and the department are looking at those.”

Blackrock’s Janauary portfolio markdown was among the starkest examples of how quickly valuations can change in the $1.8 trillion private credit market. Investors in BDCs rely on the values ascribed to the loans, since there is no active market where the assets trade. Marks are therefore a key factor in determining at what price investors can enter or exit the fund, and they also impact the fees managers collect from the vehicles. 

Funds like BlackRock’s TCPC typically only report quarterly. That’s what made the January disclosure, stating a preliminary net asset value per share of between $7.05 and $7.09, so unusual.  About a month later it officially calculated the fourth-quarter figure at $7.07, sharply down from $8.71 at the end of the prior period.

BlackRock acquired TCP from Tennenbaum Capital Partners in 2018. Since its acquisition of HPS Investment Partners last year, HPS executives have come in to help manage the embattled vehicle, taking three spots on the fund’s seven-member investment committee.

In response to investor outrage over mismarked loans, private equity giant Apollo Global has stepped up efforts to provide liquidity and price transparency in the private-credit market, where assets don’t typically change hands. Two weeks ago, the firm said more than $830 billion of its credit assets will be priced daily by the end of September.

However, that sparked an angry response from other industry players such as PIMCO, whose strategist Lotfi Karoui wrote that more frequently marking assets does little to improve transparency or accuracy in the $1.8 trillion private credit market: “The debate over daily pricing in private credit portfolios has evolved from a narrow accounting question into a proposed remedy for the market’s dispersed — and often stale — valuations.”

“Attempts to increase liquidity — the ability to buy or sell an asset quickly, in size, and at prices reflecting fundamental values — are welcome developments,” Karoui wrote Yet until these efforts address the market’s inherent structural constraints, including a lack of true price discovery, they will only increase the perception of liquidity without truly improving liquidity.”

Pimco, an early critic of the private credit industry, has been vocal about the risks in direct-lending markets and has taken the other side of the bet by hunting for emerging problems in private-credit-backed companies.

“Price-mark dispersion for loans held across multiple business development company portfolios has widened sharply in recent quarters,” Karoui wrote. By the end of last year, “marks for the same instrument were, on average, about five points apart,” he added. “These gaps are difficult to reconcile with the notion of arm’s-length fair value determinations for identical assets.”

And that’s precisely why the DOJ is now involved.