BlackRock Inc.’s policy wonks did a post-mortem on the meltdown of a credit fund at Third Avenue Management LLC last year.

In a report submitted to policymakers and posted online by the Securities and Exchange Commission, BlackRock said the episode held lessons for regulators.

The report can be found below  and for a summary check out Sarah Krouse of WSJ (also H/T there)

BlackRock’s Guide To Avoiding Another Third Avenue

Memorandum

[drizzle]To: Liquidity Risk Management Programs Proposal File

From: Amanda Hollander Wagner

Senior Counsel, Division of Investment Management

Date: January 20, 2016

Re: Meeting with Representatives of BlackRock, Inc.

On January 14, 2016, Andrew J. Donohue (Chief of Staff, U.S. Securities and Exchange Commission (“SEC”)), Jennifer Porter (Counsel to SEC Chair Mary Jo White), David Grim (Director, Division of Investment Management (“IM”)), Jennifer McHugh (Senior Policy Advisor, IM), Diane Blizzard (Associate Director, IM), Sarah ten Siethoff (Assistant Director, IM), Sara Cortes (Senior Special Counsel, IM), Melissa Gainor (Senior Special Counsel, IM), Kathleen Joaquin (Senior Financial Analyst, IM), Thoreau Bartmann (Branch Chief, IM), Naseem Nixon (Senior Counsel, IM), and Amanda Wagner (Senior Counsel, IM) met with the following representatives of BlackRock, Inc.:

  • Barbara Novick, Vice Chairman;
  • Benjamin Archibald, Managing Director (via teleconference);
  • Kathryn Fulton, Managing Director;
  • Joanne Medero, Managing Director (via teleconference);
  • Jasmin Sethi, Vice President; and
  • Alexis Rosenblum, Director, Government Relations.

Among other things, the participants discussed the Commission’s proposal on liquidity risk management programs and swing pricing.

BlackRock – High Yield Case Study: Post Closing Of Third Avenue Focused Credit Fund

Summary

  1. Third Avenue Focused Credit Fund’s announcement that it would abruptly cease redemptions was a highly unusual occurrence for US open-end mutual funds.
  2. TFCIX’s inability to meet redemptions did not result in problems at other open-end mutual funds; meaning we did not observe the “contagion” that some had hypothesized would occur if a daily open-end mutual fund was unable to meet redemptions.
  3. TFCIX’s portfolio composition was different from other high yield bond mutual funds, including lower credit quality, higher coupons, and less liquid assets.
  4. This episode provides an opportunity to revisit existing regulation and best practices around managing daily open-end mutual funds to ensure adequate investor protection and prevent future issues of this nature.
  5. Bond ETFs played a helpful role during this period of market stress by introducing a secondary source of liquidity via exchanges.
  6. We recommend several policy measures that can be taken by regulators and industry to avoid this issue in the future including:

    a.Re-consider guidelines around fund classification and naming conventions.

    b.Data reporting to regulators regarding the relative liquidity of open-end mutual fund holdings;

    c.Communication with regulators and fund boards regarding illiquid assets, and

    d.Supervision of funds experiencing distress.

On Wednesday, December 9, 2015, Third Avenue Manage-mentCompany (Third Avenue) notified shareholders of its Focused Credit Fund (TFCIX) that it would be making a distribution on or about December 16, 2015 of cash assets to shareholders as of December 9, 2015, and placing the remaining assets into a liquidating trust. According to Third Avenue’s letter to shareholders, no further subscriptions or redemptions of fund shares would be permitted as of December 9, 2015, and liquidation of the assets in the liquidating trust would be expected to take up to a year or more. As a 1940 Investment Company Act (1940 Act) open-end mutual fund, this was a highly unusual announcement and the Securities and Exchange Commission (SEC) “expressed concerns during discussions with the Fund and the Adviser”.1The board decision to move assets to a liquidating trust was subsequently rescinded by Third Avenue and on December 16, 2015, Third Avenue submitted an application to the SEC to request an order to suspend the right of redemption with respect to shares of TFCIX for the protection of shareholders (the Redemption Suspension Request), to be retroactively effective on December 10, 2015. On that same day, the SEC granted the request, issuing a temporary order2(the SEC Order) with conditions including that the fund reduce its holdings to cash, post its net asset value (NAV) on its website, and otherwise act only to liquidate the fund. Notably, the Redemption Suspension Request cites a “significant level of redemption requests by [TFCIX’s] investors over the past six months” as a reason the fund felt it was in the best interest of shareholders to cease redemptions.

An analysis of the fund’s portfolio as shown in Exhibits 1 through 5 indicates that TFCIX was not a typical high yield open-end mutual fund. Rather, TFCIX was a concentrated distressed debt portfolio with significant investments in securities in default, pay-in-kind bonds, Lehman claims, Fannie and Freddie preferred stock, and securities that were otherwise restricted from trading. Starting in mid-2014 and accelerating during 2015, the fund experienced significant outflows. According to Third Avenue, amid redemption requests at the fund and reduced liquidity in some parts of the bond market, it was “impractical” for the fund to pay off redeeming investors without selling holdings at fire-sale prices that would unfairly disadvantage the remaining shareholders. This was despite the fact that TFCIX had raised its cash position to over $200 million by early December 2015.3This combination of factors led Third Avenue to close TFCIX in this atypical manner.

Given the current regulatory focus on holdings of less liquid or hard to sell securities in funds that provide daily redemptions, attention moved immediately to questions of potential “contagion” in other parts of the high yield market. Concerns were expressed about the state of the high yield bond market, high yield mutual funds, high yield exchange traded funds (ETFs), and credit hedge funds. These concerns did not come to fruition as no other open-end mutual funds appear to have experienced the issues that were experienced by TFCIX. While the reporting on Friday, December 11, 2015 discussed TFCIX as a high yield fund, by Saturday, the media had acknowledged that TFCIXholdings appeared closer to adistressed debt portfolio. Adding to the drama, on Friday, December 11, 2015, Stone Lion Capital Partners L.P., a hedge fund firm specializing in distressed debt, indicated that it had suspended redemptions (as authorized by its constituent documents) in the $400 million Stone Lion Portfolio L.P., one of its hedge funds, after many investors submitted redemption requests.4This paper examines investors’ reactions in high yield markets and related products to Third Avenue’s announcement, and draws some lessons from this experience.

Background on Third Avenue

The following excerpt from Third Avenue Management Company’s website explains the origins of the company.

Marty [Whitman] founded M.J. Whitman & Co. in 1974 and invested in the mortgage bonds of then-bankrupt Penn Central Railroad. The excess return on his investment earned him a following from prospective investors, creating the foundation of Third Avenue Management. A decade later, Marty led the takeover of a closed end mutual fund, which he converted into an open-end fund. He invested the assets of that fund in the secured debt of a bankrupt oil drilling services company that is now known as Nabors Industries. As Nabors emerged from bankruptcy, the return to investors in the fund, who had exchanged their fund shares for equity in Nabors, was quite significant. The returns caught the notice of Morningstar, which named Marty Mutual Fund Manager of the Year in 1990.

Over time, Third Avenue expanded its product line and its management team. According to news reports, in

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