Co-Founder & Fund Manager Paul Miron explores why ASIC’s report was no surprise, the focus areas the industry will need to rise to meet, and takeaways for investors and advisers.
ASIC released REP 814, an extract from a report prepared for ASIC which examines Australia’s fast-growing private credit market. The timing is significant: private credit has expanded rapidly in recent years, driven by strong borrower demand – filling the funding gap left by traditional banks – and by investors seeking an asset class that offers diversification from shares and bonds, while delivering attractive income and capital-preservation qualities.
Alongside this report, ASIC also issued a series of high-profile stop orders, placing the sector under greater scrutiny and prompting an important moment of reflection. It is worth stressing that REP 814 is not a binding rulebook, nor an audit of the private credit sector, but a discussion paper. Its purpose is to flag concerns, increase oversight, and foreshadow potential regulatory intervention should the industry fail to demonstrate adequate transparency, governance, and maturity.
One of the challenges highlighted is that private credit is not a single, uniform asset class. It encompasses a broad spectrum of lending products with vastly different risk profiles. These range from loans secured against residential or commercial property, to construction and development finance, corporate and small-business lending (sometimes secured only against goodwill or equipment), and even more specialised or exotic forms of debt or equities. This diversity makes standardised regulation complex, as the risks vary greatly across different asset types.
ASIC’s sharpest warning was directed at the concentration in construction and development lending. The regulator noted: “This exposure is characterised by significant investment in higher-risk real estate construction and development and, concerningly, involves a concentration of less experienced investors.”
Why the report was no surprise
As a fund manager in this space with over three decades of market experience, I was not surprised by ASIC’s findings. In fact, many of the concerns raised echo themes I have consistently highlighted in media commentary and presentations over the years. At Msquared Capital, these lessons have directly shaped how we structure our product offering, with an emphasis on governance, independent oversight, and transparent disclosure.
The report is a timely reminder that all investing involves risk — and private credit is no exception. Investors cannot afford to be lulled into complacency by the attractive returns on offer. Instead, ASIC’s scrutiny, along with media coverage, should serve as a checklist for investors and advisers to ask sharper questions before committing capital.
Key issues
ASIC’s report highlights several critical risks and structural concerns within the sector:
- Remuneration & fees: Misalignment of interests where borrower-paid fees may incentivise managers; lack of transparency in net interest margins.
- Related-party transactions: Lending to affiliates, holding both debt and equity in the same entity, and transferring assets between funds without adequate disclosure.
- Valuations: Inconsistent methods, independence, and frequency of valuations.
- Conflicts of interest: Limited transparency around conflicts and how they are managed.
- Liquidity & distributions: No clear liquidity management frameworks; some funds pay distributions from capital without disclosure.
- Investment reporting: Insufficient detail on portfolio composition, loan performance, and risk metrics.
- Definitions & clarity: Inconsistent and sometimes misleading use of terms such as “senior secured” private credit – often confused with a loan backed by physical property.
- Concentration in real estate: Over-exposure to construction and development loans, flagged as the most significant systemic risk. Regulators concern that investors underappreciate the potential risk with these types of opportunities.
- Retail investor exposure: Concern as to whether retail investors could fully appreciate the nature of private credit exposure based on disclosed information.
While we will continue to review REP 814 to see if we can further enhance our existing robust processes, we are confident that our high standards of governance and transparency stand us in very good stead for any forthcoming regulation.
Lessons for investors and advisers
So, what should investors take away?
An economics lecturer I studied under nearly 30 years ago was obsessed with a paper written by Farma and French. Their research underscored that as markets mature, transparency and information efficiency increase, shifting power from insiders to investors.
Private credit, by comparison, is still immature and opaque; however, it is also evolving and will improve over time driven by investor usage, increased knowledge base and increased scrutiny.
Investors with deep expertise in equities and bonds can fall into the trap of applying the same analytical lens to private credit; however, this approach is often dangerous and misleading. For example, justifications such as “this fund is too big to fail,” or “property always goes up in value,” are disingenuous at best and reckless at worst.
It is primarily due to differences in risk assessment. Before investing in debt, you consider the worst-case scenario, seeking only to understand the downside risk. With equities, you are more focused on the upside and look at your investments as a wider portfolio.
When I present to financial advisers about our funds, they sometimes share their frustrations about recommending products across asset classes.
If they recommend direct shares or equities products that fall in value, the market is often blamed. It takes a great deal of underperformance for an equities manager to be considered a poor choice.
But in private credit, the pressure is greater. If a loan goes bad, the blame falls squarely on the private credit fund – and the advisers’ choice of manager.
That is why governance, external custody and trustee, combined with a mix of non-executive credit committees and boards, and transparency, irrespective of fund size, make a great difference.
Investors should understand the quality of the security as an investment, and transparency is vital for long-term success and to avoid unnecessary, unwelcome surprises. They protect investors and ensure accountability beyond the fund manager’s own assurances.
Secured private credit: different loans carry different risks
While ASIC as regulator will play a key role, the even more critical role in shaping the private credit market will ultimately be played by investors themselves. The most critical lesson is that investors who are considering in investing in real estate-based funds must take responsibility for understanding the types of mortgages and loans being funded, as well as each manager’s underlying philosophy towards risk.
Not all secured private credit loans are created equal. There is an inevitable dislocation in how risk is priced and understood across loan categories:
- Second mortgages – higher risk, typically subordinated to a first mortgage, often with attractive yields that mask the genuine risk of capital loss.
- Construction & vacant land loans – inherently complex, highly cyclical, and sensitive to both property market downturns and cost inflation.
- Rural properties & agricultural lending – exposed to commodity cycles, climate events, and less liquid collateral.
- Specialised securities – bespoke arrangements that require deep expertise and due diligence.
Investors cannot rely solely on labels such as “secured” or “first mortgage” without interrogating the details. For example, a “secured private credit” loan backed only by corporate receivables is fundamentally different from one secured against a completed residential property.
With a bit of homework and education, investors can still gain an “unfair advantage”, achieving superior returns at lower risk by choosing managers who:
- Apply strict governance and external oversight,
- Disclose clearly how risk is assessed,
- Maintain discipline in loan selection and diversification, and
- Avoid over-exposure to speculative construction finance and sectors.
In short, the maturity of the private credit sector will depend on investors demanding higher standards and allocating capital to managers whose practices align with their own risk tolerance.
Investor education is the path forward
Ultimately, the key to a healthier private credit market is investor education. Regulators can monitor, but investors must drive standards through the questions they ask and the decisions they make.
Every investment should be interrogated:
- Are fees and margins transparent?
- Are there any apparent conflicts of interest?
- What security is provided against loans?
- How diversified is the portfolio beyond property construction, second mortgages, and types of property?
- What is the composition of the loan book, gearing and arrears?
- Will the manager allow you to have see-through rights into the fund’s portfolio?
Private credit has the potential to provide superior, risk-adjusted returns with lower volatility – but only when investors understand the underlying risks and rewards associated with it. With proper due diligence, governance, and discipline, investors can still achieve strong outcomes, avoiding the complacency that ASIC warns against.
Disclaimer:
Authorised by Msquared Capital Pty Ltd ACN 622 507 297 AFSL 520293 (“Msquared Capital”). The information contained in this article (“Information”) is general in nature and does not constitute personal financial product advice. It has been prepared without taking into account your objectives, financial situation or needs. You should consider the appropriateness of the Information in light of your own circumstances and seek independent financial advice before making any investment decision.
The Information may include forward-looking statements or predictive content that is subject to assumptions, known and unknown risks, and uncertainties. Actual outcomes may differ materially from those expressed or implied. Msquared Capital and its related entities make no representation or warranty as to the accuracy, completeness or reliability of the Information and accept no liability for any loss or damage arising from reliance on it.
This article does not constitute an offer or solicitation to invest.