Chapter 3 of 9Private Credit
Lending to Companies Instead of Owning Them
Stepping into the lender's shoes — how direct lending is structured, who borrows and why they pay a premium, and what erodes the income before it reaches you.
8 min read
The short versionIf you read nothing else on this page, read these three.
- 1You are the lender here, so the return is contractual interest — the most predictable driver in this book and the one most dependent on a single thing going right.
- 2Private credit funds often finance the same middle-market buyouts that private equity funds own, so holding both diversifies less than two allocation lines suggest.
- 3The income is generally taxed as ordinary income, which makes the account you hold it in a first-order decision rather than a detail to sort out after subscribing.
How direct lending works
The fund writes its own loan terms, and the senior secured floating-rate structure sets a floor under losses rather than removing them.
Private credit is lending outside the banking system — funds, not banks, lending directly to companies. You are the lender, and the borrower's interest payments are your return. Your outcome depends on borrowers making their payments, not on what the market thinks a security is worth — the most contractual return stream in this book, and the most exposed to a single variable.
A direct lending fund originates loans, holds them to maturity or refinancing, collects interest, and passes that income through as distributions. Each loan is negotiated one-on-one rather than syndicated, so the fund writes its own terms — the rate, the collateral, the covenants, and the remedies if things go wrong.
Most of this lending is senior and secured. Senior means first in line for repayment, ahead of subordinated debt and equity. Secured means a lien on the borrower's assets — collateral to pursue if the company fails, not a general claim. Together they set a floor, not a guarantee: lenders take losses when collateral proves worth less than the loan, more often in a downturn than in any model.
Loans typically carry floating rates, quoted as a spread over a short-term base rate. When short-term rates rise the income rises with them — the opposite of a fixed-rate bond. When rates fall the income falls, and a portfolio assuming a high base rate persists is making an unstated bet on rates.
Who borrows, and why they pay more
Middle-market companies pay up for speed and certainty of closing, and many are owned by private equity sponsors you may already hold.
After the 2008 financial crisis, banks tightened standards under new capital rules, and sound middle-market companies — too big for a community bank, too small for the public bond market — found borrowing harder and slower, and private credit funds moved into that gap. The premium buys speed, flexibility, confidentiality, and certainty of execution — worth real money to a company with a closing date.
A significant share of private credit lending goes to companies owned by private equity sponsors, and almost nobody says so out loud. When a buyout fund acquires a business, a private credit fund increasingly finances it rather than a bank. An investor holding both private equity and private credit may own two sides of the same transaction, and both depend on the same middle-market companies performing.
| Public bond | Broadly syndicated loan | Private credit loan | |
|---|---|---|---|
| Who sets the terms | Issuer, take it or leave it | Arranging banks, then the market | The lender, negotiated directly |
| Rate type | Usually fixed | Usually floating | Usually floating |
| Liquidity | Traded daily | Traded, thinly | Held to maturity |
| Position in the capital structure | Varies widely | Typically senior secured | Typically senior secured |
| Disclosure | Public filings | Lender-only reporting | Direct reporting to the lender |
| Who you depend on | The market and the issuer | The arranger's underwriting | Your manager's underwriting |
Where the return comes from, and what erodes it
Interest and fees drive the return; defaults, ordinary-income tax, and fund borrowing erode it, and loosening credit terms erodes it last.
Contractual interest is the engine — the base rate plus the negotiated spread. Origination and amendment fees add to it — the fund charges to write the loan and again to change its terms. Some loans are issued at a discount to face value, adding to the return as they pay down. Some carry an equity component, though a credit fund reaching for equity upside is drifting from its mandate.
Three things erode that income. Defaults come first: a borrower that cannot pay turns contractual income into a recovery process that costs time and money even when the collateral is real. Tax comes second — the income is generally ordinary, taxed at your full marginal rate, so the distribution is worth less to a high earner than the headline suggests. Fees and fund-level leverage come third, cutting both ways.
The risk that concerns me most is not a single default — it is underwriting drift. When capital chases direct lending, funds compete for the same borrowers, and competition shows up first as loosened terms: weaker covenants, more permitted debt, looser definitions of earnings. A fund that holds its stated yield by accepting worse documentation has bought tomorrow's losses at today's price. Covenant quality is the tell, visible in the credit agreements.
What to expect as an investor
Borrower count and industry spread decide whether this behaves like income or like a bet on a handful of companies.
Consider an investor who wants more income than a bond portfolio produces. A private credit fund makes senior secured loans to middle-market companies — each negotiated directly, each backed by collateral, most paying a floating rate — and it collects and distributes the interest quarterly.
A fund holding forty loans across several industries can absorb a handful of problems; a fund holding eight cannot, no matter how carefully each was underwritten. I look at borrower count, industry concentration, and average position size first — those numbers decide whether the strategy is income or speculation.
The honest counterweight is a recession. Defaults rise fastest among exactly the leveraged mid-sized borrowers this asset class serves, and a slowing economy with falling short-term rates can pressure income and credit quality at once — the two risks are not independent. The premium is compensation for credit risk, never a substitute for it.
Who this fits, and who it does not
This is income capital for someone who can leave it in place, best held in a tax-deferred account and never counted on as a crisis hedge.
Private credit is the closest thing in this book to a bond substitute. It belongs in the income part of a portfolio, funded from fixed income rather than equity, and produces contractual cash flow that supports a spending plan — a natural fit for income planning. But Treasuries rally when investors are frightened; private loans to leveraged companies do not.
Account placement matters more here than in most of this book. Because the income is generally ordinary, a taxable account can surrender a meaningful share of the return to tax every year, while a tax-deferred account keeps that share compounding. Retirement accounts bring their own complications with private funds, though, including unrelated business taxable income where the fund borrows. Work that through with your CPA before you subscribe; fund structures and fees covers the mechanics.
In lending, the diligence is the product. Everything separating a good private credit fund from a poor one happened before you saw the offering — how the loans were underwritten, how the documents were negotiated, and how much discipline the manager kept when borrowers had options. You cannot inspect that work, but you can inspect its traces: covenant packages, borrower concentration, and how the manager handled the last cycle's problem credits.
Common questions
- Why do borrowers pay a premium instead of going to a bank?
- Because they are buying something banks stopped supplying easily after 2008 — speed, flexibility, confidentiality, and certainty that the deal will close on schedule. A company with an acquisition to fund on a deadline will pay for one lender who can commit in weeks rather than a syndication process that may not complete. That premium is the return driver flowing back to investors.
- How risky is this compared to bonds?
- The core risk is the same as in any lending — default — but concentrated in leveraged middle-market companies rather than spread across governments and large issuers. Many private credit loans are senior and secured, which puts the lender first in line against specific collateral and cushions losses when a borrower struggles. Senior and secured is not the same as safe: defaults rise in recessions, and the premium exists because the credit risk is real.
- How is the income taxed?
- Generally as ordinary income at your full marginal rate, which is the detail most investors underweight. The same distribution is worth less after tax to a high earner than the stated figure implies, so where you hold private credit can matter as much as which fund you choose. Work the placement question through with your CPA — retirement accounts solve part of it and introduce their own complications, including unrelated business taxable income where the fund uses leverage.
- Can I get my money out if I need it?
- Usually not on demand. Private credit is generally more liquid than private equity and less liquid than a public bond fund — many vehicles offer periodic repurchases of a capped portion of the fund rather than daily redemption, and those caps can be reduced or suspended. Read the repurchase language before subscribing and treat the holding as income capital you can leave in place.
8 min for the whole chapter · 5 sections
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