2013 Global High Yield Bond Study
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1 2013 Global High Yield Bond Study
2 Contacts Any questions regarding this study should be directed to: Philippa M. Bond Partner, Global Capital Markets Los Angeles Maximilian P. Kirchner Senior Counsel, Global Capital Markets London Justin Breen Partner, Global Capital Markets and Finance New York Frank J. Lopez Co-Head, Global Capital Markets New York Roberto Bruno Partner, Global Capital Markets London
3 Disclaimers These materials are proprietary to Proskauer Rose LLP and may not be reproduced, transmitted or otherwise exploited in any media, in whole or in part, without the prior written authorization of Proskauer Rose LLP. Requests for permission may be addressed to: Frank Lopez, Co-Head of Global Capital Markets, Proskauer Rose LLP. This publication is a service to our clients and friends of the firm. This publication is not intended to be comprehensive nor to provide financial, investment, legal, tax or other professional advice or services. This publication is not a substitute for such professional advice or services, and it should not be acted on or relied upon or used as a basis for any investment or other decision or action that may affect you or your business. Before making any such decision you should consult a suitably qualified professional adviser. While reasonable effort has been made to ensure the accuracy of the information contained in this publication, this cannot be guaranteed and neither Proskauer nor any other related entity shall have any liability to any person or entity that relies on the information contained in this publication, including incidental or consequential damages arising from errors or omissions. Any such reliance is solely at the user s risk. The sample population may not be an exact representation of the universe of deals because of limitations in the availability of deals Proskauer Rose LLP. All rights reserved.
4 Table of Contents High-Yield Market Overview 4 Methodology 5 Categories of Analysis 6 High-Yield Bond Study Call Protection 7 Debt 14 Ratio Debt 15 Senior Credit Facilities Basket 21 Joint Venture Debt Basket 26 Select Debt Baskets 32 Purchase Money/Capital Lease Debt Basket General Debt Basket Restricted Payments/Investments 37 Restricted Payments Build-Up 38 Select Restricted Payments/Investments Baskets 44 Repurchase of Equity from Officers and Directors 50 - Joint Venture Investments 56 - Permitted Investments in Restricted Subsidiaries vs. Guarantors 62 - Restricted Payments General Basket 68 - Permitted Investments General Basket 74 Liens 80 Affiliate Transactions 87 Asset Sales 94 Merger Covenant 107 Registration Rights 114 Covenant Suspension 125 Collateral 132 Events of Default 139 Year-Over-Year Analysis 146 3
5 High-Yield Market Overview* The high-yield bond market hit record highs in 2012, as the United States continued to dominate the market for high-yield new issues, accounting for approximately 79% of total global volume with $ billion raised in 607 deals. Total High-Yield Deals % Change 39.9% Europe had the second busiest market, accounting for approximately 9% of total global volume with 68 deals. Latin America, Asia and other markets rounded out the remainder with 90 deals. Total Value $ billion $ billion The third quarter proved to be the strongest in 2012 with $ billion raised in 235 deals, showing continued strength through the first quarter of 2013 with $ raised in 235 deals. 43.3% In the first quarter of 2013, the United States continued to lead the market in new issue volume, accounting for approximately 67% of the total global volume with $ billion raised in 170 deals. Europe accounted for 10.6% of total global volume with $15.96 billion raised in 25 deals through the first quarter of Latin America, Asia and other markets contributed to approximately 17% of total global volume with $21.34 billion raised in 40 deals in the same period. 4 *Source: Prospect News
6 Methodology General All data presented is for 2012, except year-over-year analysis Analyzed 639 high-yield deals closed globally in 2011 and 2012 (approximately half of all deals closed globally during the two-year period) Detailed covenant comparison for all deals reviewed, resulting in a proprietary database with comprehensive search functionality Study includes only terms generally negotiated in high-yield deals Data broken down by geography, deal size, industry, rating and whether sponsor-backed Outliers that were three or more standard deviations away from the mean for any given data set were excluded from our calculations Deals in the sample population with only a pledge of stock are considered to be secured deals for purposes of this study Allocation In our geographic analysis, Canada is included in the U.S. data In our industry breakdown, deals by issuers in the sample population are categorized as follows - issuers in the real estate industry are included in our Hospitality/Gaming category - issuers in the power and mining industries are included in our Industrials category - service providers to the oil & gas industry are included in our Oil & Gas category Financial Metrics EBITDA and total assets calculations were based on of the applicable issuer s trailing four quarter (or LTM, if applicable) disclosed in the relevant marketing materials References in this study to EBITDA include "Adjusted EBITDA" when the relevant marketing materials contained such presentations and Pro forma EBITDA/Adjusted EBITDA when such metrics were presented In circumstances where less than 1% of reviewed transactions contained a specific term, such term was excluded from our calculations Ratings All ratings categories are based on credit ratings by Standard & Poor s for bonds that are below BBB- Calculations based solely on rating exclude deals that were not rated The rating categories do not distinguish + or signs within a ratings category 5
7 Categories of Analysis Geography: - U.S./Canada - Europe, Middle-East and Africa (EMEA) - Asia - Latin America Size of Deal: - Small: 0 - $200 million - Medium: $201 - $499 million - Large: $500 million+ Industry: - Consumer - Financial Services - Healthcare - Hospitality/Gaming - Industrials - Oil & Gas - Technology, Media and Telecommunications (TMT) Ratings - BB - B - CCC or less Sponsor-Backed 6
8 7 Call Protection
9 Call Protection Global Analysis 103% Redemption: Ability to call 1 of bonds per year at 103% during non-call period Make-Whole Redemption: Ability to call bonds at a T+50 bps make-whole during non-call period 103% Redemption Make-Whole Redemption 93% 96% 7% 4% Yes No Yes No 8
10 Call Protection Geographic Breakdown 103% Redemption U.S. EMEA Asia Latin America 94% 87% % 13% Yes No Yes No Yes No Yes No U.S. EMEA Make-Whole Redemption Asia Latin America 9 98% % Yes No Yes No Yes No Yes No 9
11 Call Protection Deal Size Breakdown Small 103% Redemption Medium Large 91% 92% 9 9% 8% Yes No Yes No Yes No Small Make-Whole Redemption Medium Large 97% 96% 96% 3% 4% 4% Yes No Yes No Yes No 10
12 Call Protection Industry Breakdown 103% Redemption Consumer Financial Services Healthcare Hospitality/Gam ing Industrials Oil & Gas TMT 94% 93% 93% 89% 9 96% 94% 6% 7% 7% 11% 1 4% 6% Yes No Yes No Yes No Yes No Yes No Yes No Yes No Make-Whole Redemption Consumer Financial Services Healthcare Hospitality/Gam ing Industrials Oil & Gas TMT 97% 93% 96% 79% 98% 98% 96% 3% 7% 4% 21% 2% 2% 4% Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11
13 Call Protection Ratings Breakdown 103% Redemption BB B CCC or less 99% % 1 Yes No Yes No Yes No Make-Whole Redemption BB B CCC or less 97% 97% 9 3% 3% Yes No Yes No Yes No 12
14 Call Protection Sponsor-Backed Breakdown 103% Redemption Make-Whole Redemption 89% 98% 11% 2% Yes No Yes No 13
15 14 Debt
16 Ratio Debt Global Analysis Fixed Charge Coverage Ratio ("FCCR") vs. Leverage Ratio ("Leverage") vs. Both FCCR of 2.0x vs. > 2.0x 81% FCCR Leverage Both 78% FCCR of 2.0x FCCR of > 2.0x 14% 22% 15
17 Ratio Debt Geographic Breakdown U.S. EMEA 8 82% 69% 68% 12% 3% 18% 12% 19% 32% FCCR Leverage Both FCCR of 2.0x FCCR of >2.0x FCCR Leverage Both FCCR of 2.0x FCCR of >2.0x Asia Latin America 86% 83% 38% 6 14% 17% 37% 2 4 FCCR Leverage Both FCCR of 2.0x FCCR of >2.0x FCCR Leverage Both FCCR of 2.0x FCCR of >2.0x 16
18 Ratio Debt Deal Size Breakdown Small Medium Large 9 82% 74% 11% 7% 4% 22% FCCR Leverage Both FCCR Leverage Both FCCR Leverage Both 84% 72% 82% 16% 28% 18% FCCR of 2.0x FCCR of > 2.0x FCCR of 2.0x FCCR of > 2.0x FCCR of 2.0x FCCR of > 2.0x 17
19 Ratio Debt Industry Breakdown Consumer Financial Services Healthcare Hospitality/Gam ing Industrials Oil & Gas TMT 83% 91% 10 94% 92% 92% 6 12% 9% 6% 7% 1% 8% 33% 2% FCCR Leverage Both FCCR Leverage Both FCCR Leverage Both FCCR Leverage Both FCCR Leverage Both FCCR Leverage Both FCCR Leverage Both 82% 18% % 7% 81% 19% 81% 19% 54% 46% 94% 6% FCCR of 2.0x FCCR of >2.0x FCCR of 2.0x FCCR of >2.0x FCCR of 2.0x FCCR of >2.0x FCCR of 2.0x FCCR of >2.0x FCCR of 2.0x FCCR of >2.0x FCCR of 2.0x FCCR of >2.0x FCCR of 2.0x FCCR of >2.0x 18
20 Ratio Debt Ratings Breakdown BB B CCC or less 78% 83% 84% 6% 16% 4% 13% 3% 13% FCCR Leverage Both FCCR Leverage Both FCCR Leverage Both 81% 7 87% 19% 2 13% FCCR of 2.0x FCCR of > 2.0x FCCR of 2.0x FCCR of > 2.0x FCCR of 2.0x FCCR of > 2.0x 19
21 Ratio Debt Sponsor-Backed Breakdown 84% FCCR Leverage Both 88% 2.0x > 2.0x 11% 12% 20
22 Senior Credit Facilities Basket Geographic Breakdown U.S. EMEA % of EBITDA % of Total Assets % of EBITDA % of Total Assets Asia Latin America % of EBITDA % of Total Assets % of EBITDA % of Total Assets 21
23 Senior Credit Facilities Basket Deal Size Breakdown Small Medium Large % of EBITDA % of Total Assets % of EBITDA % of Total Assets % of EBITDA % of Total Assets 22
24 Senior Credit Facilities Basket Industry Breakdown Consumer Financial Services Healthcare % of EBITDA % of Total Assets % of EBITDA % of Total Assets % of EBITDA % of Total Assets Hospitality/Gaming Industrials Oil & Gas TMT % of EBITDA % of Total Assets % of EBITDA % of Total Assets % of EBITDA % of Total Assets % of EBITDA % of Total Assets 23
25 Senior Credit Facilities Basket Ratings Breakdown BB B CCC or less % of EBITDA % of Total Assets % of EBITDA % of Total Assets % of EBITDA % of Total Assets 24
26 Senior Credit Facilities Basket Sponsor-Backed Breakdown % of EBITDA % of Total Assets 25
27 Joint Venture Debt Basket Global Analysis 2 84% % 1 % of EBITDA % of Total Assets 26
28 Joint Venture Debt Basket Geographic Breakdown U.S. EMEA 83% 83% 2 17% 17% 1 1 Asia* Latin America U.S. EMEA 87% 10 % of EBITDA % of Total Assets 13% *Asia deals in sample population did not contain a dollar cap. 27
29 Joint Venture Debt Basket Deal Size Breakdown Small Medium Large 12% 88% Small Medium Large % of EBITDA % of Total Assets 28
30 Joint Venture Debt Basket Industry Breakdown Consumer Financial Services Healthcare Hospitality/Gam ing Industrials Oil & Gas TMT 9 91% 81% 78% 82% % 19% 22% 18% Consumer Financial Services Healthcare Hospitality/Gaming Industrials Oil & Gas TMT % of EBITDA % of Total Assets 29
31 Joint Venture Debt Basket Ratings Breakdown BB B CCC or less 19% 81% 17% 83% 11% 89% BB B CCC or less % of EBITDA % of Total Assets 30
32 Joint Venture Debt Basket Sponsor-Backed Breakdown 78% % 1 Sponsor-Backed % of EBITDA % of Total Assets 31
33 Select Debt Baskets Global Analysis 3 % of EBITDA % of Total Assets Purchase Money/Capital Lease Joint Venture General 32
34 Purchase Money/Capital Lease Debt Basket 3 Geography 3 Deal Size U.S. EMEA Asia Latin America Small Medium Large % of EBITDA % of Total Assets 3 Industry % of EBITDA % of Total Assets Consumer Financial Healthcare Hospitality/Gaming Industrials Oil & Gas TMT % of EBITDA % of Total Assets 33
35 Purchase Money/Capital Lease Debt Basket Ratings Sponsor BB B CCC or less Sponsor-Backed % of EBITDA % of Total Assets % of EBITDA % of Total Assets 34
36 General Debt Basket Geography Deal Size U.S. EMEA Asia Latin America Small Medium Large % of EBITDA % of Total Assets Industry % of EBITDA % of Total Assets Consumer Financial Services Healthcare Hospitality/Gaming Industrials Oil & Gas TMT % of EBITDA % of Total Assets 35
37 General Debt Basket Ratings Sponsor BB B CCC or less Sponsor-Backed % of EBITDA % of Total Assets % of EBITDA % of Total Assets 36
38 37 Restricted Payments/Investments
39 Restricted Payments General Build-Up Global Analysis 77% 23% Net Income-Based Build-Up Cash Flow-Based Build-Up 38
40 Restricted Payments General Build-Up Geographic Breakdown U.S. Net Incom e-based Build-Up Cash Flow-Based Build-Up EMEA Net Incom e-based Build-Up Cash Flow -Based Build-Up 76% 77% 24% 23% Asia Latin America Net Incom e-based Build-Up Net Income-Based Build-Up Cash Flow-Based Build-Up Cash Flow-Based Build-Up
41 Restricted Payments General Build-Up Deal Size Breakdown Small Medium Large 84% 76% 74% 16% 24% 26% Net Incom e-based Build-Up Cash Flow-Based Build-Up Net Income-Based Build-Up Cash Flow-Based Build-Up Net Incom e-based Build-Up Cash Flow-Based Build-Up 40
42 Restricted Payments General Build-Up Industry Breakdown Consumer Financial Services Healthcare 8 92% 88% 2 8% 12% Net Incom e-based Build-Up Cash Flow -Based Build-Up Net Income-Based Build-Up Cash Flow -Based Build-Up Net Income-Based Build-Up Cash Flow -Based Build-Up Hospitality/Gam ing Industrials Oil & Gas TMT 78% 22% 88% 12% Net Incom e-based Build-Up Cash Flow -Based Build-Up Net Incom e-based Build-Up Cash Flow-Based Build-Up Net Income-Based Build-Up Cash Flow-Based Build-Up Net Incom e-based Build-Up Cash Flow -Based Build-Up 41
43 Restricted Payments General Build-Up Ratings Breakdown BB B CCC or less 73% 77% 76% 27% 23% 24% Net Incom e-based Build-Up Cash Flow-Based Build-Up Net Incom e-based Build-Up Cash Flow -Based Build-Up Net Income-Based Build-Up Cash Flow-Based Build-Up 42
44 Restricted Payments General Build-Up Sponsor-Backed Breakdown 84% 16% Net Income-Based Build-Up Cash Flow-Based Build-Up 43
45 Select Restricted Payments/Investments Baskets Global Analysis Excluded Contributions 6% IPO Proceeds Unrestricted Subsidiaries 38% 62% 36% 64% 38% 62% 44
46 Select Restricted Payments/Investments Baskets Geographic Breakdown U.S. EMEA Excluded Contributions 6% IPO Proceeds Unrestricted Subsidiaries Excluded Contributions 6% IPO Proceeds Unrestricted Subsidiaries 39% 61% 36% 64% 43% 57% Asia Latin America Excluded Contributions 6% IPO Proceeds Unrestricted Subsidiaries Excluded Contributions 6% IPO Proceeds Unrestricted Subsidiaries 7 87% % % 13% 45
47 Select Restricted Payments/Investments Baskets Deal Size Breakdown Small Medium Large Excluded Contributions % 61% 47% 53% 6% IPO Proceeds % 66% 46% 54% Unrestricted Subsidiaries 31% 69% 41% 59% 38% 62% 46
48 Select Restricted Payments/Investments Baskets Industry Breakdown Consumer Financial Services Healthcare Hospitality/Gam ing Industrials Oil & Gas TMT Excluded Contributions 46% 54% % 48% 22% 78% 39% 61% 17% 83% 47% 53% 6% IPO Proceeds 46% 54% % 54% 17% 83% 33% 67% 16% 84% 47% 53% Unrestricted Subsidiaries 38% 62% % 59% 41% 59% 39% 61% 33% 67% 39% 61% 47
49 Select Restricted Payments/Investments Baskets Ratings Breakdown BB B CCC or less Excluded Contributions % 58% 56% 44% 6% IPO Proceeds 16% 84% 42% 58% 51% 49% Unrestricted Subsidiaries 33% 67% 41% 59% 54% 46% 48
50 Select Restricted Payments/Investments Baskets Sponsor-Backed Breakdown Excluded Contributions 6% IPO Proceeds Unrestricted Subsidiaries 78% 77% 57% 43% 22% 23% 49
51 Restricted Payments/Investments Baskets Repurchase of Equity from Officers and Directors Global Analysis 8% 91% 6% 4% 9% 2% % of EBITDA % of Total Assets 50
52 Restricted Payments/Investments Baskets Repurchase of Equity from Officers and Directors Geographic Breakdown U.S. EMEA 8% 8% 9 6% 82% 6% 4% 4% 2% 18% 2% % of EBITDA % of Total Assets % of EBITDA % of Total Assets Asia Latin America 8% 8% 38% 62% 6% 4% 2% 87% 13% 6% 4% 2% % of EBITDA % of Total Assets % of EBITDA % of Total Assets 51
53 Restricted Payments/Investments Baskets Repurchase of Equity from Officers and Directors Deal Size Breakdown Small Medium Large 91% 94% 88% 9% 6% 12% 8% 8% 8% 6% 6% 6% 4% 4% 4% 2% 2% 2% % of EBITDA % of Total Assets % of EBITDA % of Total Assets % of EBITDA % of Total Assets 52
54 Restricted Payments/Investments Baskets Repurchase of Equity from Officers and Directors Industry Breakdown Consumer Financial Services Healthcare Hospitality/Gam ing Industrials Oil & Gas TMT 93% 92% 93% 83% 93% 92% 87% 7% 8% 7% 17% 7% 8% 13% 8% 8% 8% 8% 8% 8% 8% 6% 6% 6% 6% 6% 6% 6% 4% 4% 4% 4% 4% 4% 4% 2% 2% 2% 2% 2% 2% 2% % of EBITDA % of Total Assets % of EBITDA % of Total Assets % of EBITDA % of Total Assets % of EBITDA % of Total Assets % of EBITDA % of Total Assets % of EBITDA % of Total Assets % of EBITDA % of Total Assets 53
55 Restricted Payments/Investments Baskets Repurchase of Equity from Officers and Directors Ratings Breakdown BB B CCC or less 93% 92% 97% 7% 8% 3% 8% 8% 8% 6% 6% 6% 4% 4% 4% 2% 2% 2% % of EBITDA % of Total Assets % of EBITDA % of Total Assets % of EBITDA % of Total Assets 54
56 Restricted Payments/Investments Baskets Repurchase of Equity from Officers and Directors Sponsor-Backed Breakdown 4% 98% 3% 2% 2% 1% % of EBITDA % of Total Assets 55
57 Restricted Payments/Investments Baskets Joint Venture Investments Global Analysis % of EBITDA % of Total Assets 56
58 Restricted Payments/Investments Baskets Joint Venture Investments Geographic Breakdown U.S. EMEA 52% 48% % of EBITDA % of Total Assets 47% 53% % of EBITDA % of Total Assets Asia* Latin America 7 8 4% 3% 2 2 2% 1% *Asia deals in sample population did not contain a dollar cap. % of EBITDA % of Total Assets 57
59 Restricted Payments/Investments Baskets Joint Venture Investments Deal Size Breakdown Small Medium Large % 47% 42% 58% % of EBITDA % of Total Assets % of EBITDA % of Total Assets % of EBITDA % of Total Assets 58
60 Restricted Payments/Investments Baskets Joint Venture Investments Industry Breakdown Consumer Financial Services Healthcare Hospitality/Gam ing Industrials Oil & Gas TMT 41% 59% 27% 73% 33% 67% 67% 33% 62% 38% 56% 44% 42% 58% % of EBITDA % of Total Assets % of EBITDA % of Total Assets % of EBITDA % of Total Assets % of EBITDA % of Total Assets % of EBITDA % of Total Assets % of EBITDA % of Total Assets % of EBITDA % of Total Assets 59
61 Restricted Payments/Investments Baskets Joint Venture Investments Ratings Breakdown BB B CCC or less % 46% 31% 69% % of EBITDA % of Total Assets % of EBITDA % of Total Assets % of EBITDA % of Total Assets 60
62 Restricted Payments/Investments Baskets Joint Venture Investments Sponsor-Backed Breakdown % 49% 1 1 % of EBITDA % of Total Assets 61
63 Permitted Investments Restricted Subsidiaries vs. Guarantors* Global Analysis 9 Restricted Subsidiaries Guarantors * Restricted Subsidiaries indicates indentures permitting unlimited investments in any entities that are Restricted Subsidiaries (i.e. including non-guarantor restricted subsidiaries.) Guarantors indicates indentures where such investments are limited to entities that are also guarantors of the notes. 62
64 Permitted Investments Restricted Subsidiaries vs. Guarantors Geographic Breakdown U.S. EMEA 94% 10 Restricted Subsidiaries Guarantors Restricted Subsidiaries Guarantors 6% Asia Latin America 83% 87% 17% Restricted Subsidiaries Guarantors 13% Restricted Subsidiaries Guarantors 63
65 Permitted Investments Restricted Subsidiaries vs. Guarantors Deal Size Breakdown Small Medium Large 92% 96% 9 8% 4% Restricted Subsidiaries Guarantors Restricted Subsidiaries Guarantors Restricted Subsidiaries Guarantors 64
66 Permitted Investments Restricted Subsidiaries vs. Guarantors Industry Breakdown Consumer Financial Services Healthcare 97% 91% 10 3% 9% Restricted Subsidiaries Guarantors Restricted Subsidiaries Guarantors Restricted Subsidiaries Guarantors Hospitality/Gam ing Industrials Oil & Gas TMT % 91% 8% 9% Restricted Subsidiaries Restricted Subsidiaries Restricted Subsidiaries Restricted Subsidiaries Guarantors Guarantors Guarantors Guarantors 65
67 Permitted Investments Restricted Subsidiaries vs. Guarantors Ratings Breakdown BB B CCC or less 93% 94% 10 7% 6% Restricted Subsidiaries Guarantors Restricted Subsidiaries Guarantors Restricted Subsidiaries Guarantors 66
68 Permitted Investments Restricted Subsidiaries vs. Guarantors Sponsor-Backed Breakdown 97% Restricted Subsidiaries Guarantors 3% 67
69 Restricted Payments General Basket Global Analysis % of EBITDA 68
70 Restricted Payments General Basket Geographic Breakdown U.S. EMEA % of EBITDA % of EBITDA Asia Latin America % of EBITDA % of EBITDA 69
71 Restricted Payments General Basket Deal Size Breakdown Small Medium Large % of EBITDA % of EBITDA % of EBITDA 70
72 Restricted Payments General Basket Industry Breakdown Consumer Financial Services Healthcare % of EBITDA % of EBITDA % of EBITDA Hospitality/Gaming Industrials Oil & Gas TMT % of EBITDA % of EBITDA % of EBITDA % of EBITDA 71
73 Restricted Payments General Basket Ratings Breakdown BB B CCC or less % of EBITDA % of EBITDA % of EBITDA 72
74 Restricted Payments General Basket Sponsor-Backed Breakdown % of EBITDA 73
75 Permitted Investments General Basket Global Analysis % of EBITDA 74
76 Permitted Investments General Basket Geographic Breakdown U.S. EMEA % of EBITDA % of EBITDA Asia Latin America % of EBITDA % of EBITDA 75
77 Permitted Investments General Basket Deal Size Breakdown Small Middle Large % of EBITDA % of EBITDA % of EBITDA 76
78 Permitted Investments General Basket Industry Breakdown Consumer Financial Services Healthcare % of EBITDA % of EBITDA % of EBITDA Hospitality/Gaming Industrials Oil & Gas TMT % of EBITDA % of EBITDA % of EBITDA % of EBITDA 77
79 Permitted Investments General Basket Ratings Breakdown BB B CCC or less % of EBITDA % of EBITDA % of EBITDA 78
80 Permitted Investments General Basket Sponsor-Backed Breakdown % of EBITDA 79
81 80 Liens
82 Lien Incurrence Baskets Global Analysis Secured Leverage Grower* General Permitted Lien Basket 4% 3% 4 5 2% 1% With Grow er Without Grower % of Total Assets * Indicates deals with ratio-based secured leverage growers; excludes deals with other types of grower concepts. 81
83 Lien Incurrence Baskets Geographic Breakdown U.S. EMEA Secured Leverage Grower 4% General Permitted Lien Basket Secured Leverage Grower 4% General Permitted Lien Basket 47% 53% 3% 2% 42% 58% 3% 2% 1% 1% With Grower Without Grower % of Total Assets With Grower Without Grower % of Total Assets Asia Latin America Secured Leverage Grower 4% General Permitted Lien Basket Secured Leverage Grower 4% General Permitted Lien Basket 87% 3% 2% 38% 62% 3% 2% 13% 1% 1% With Grower Without Grower % of Total Assets With Grower Without Grower % of Total Assets 82
84 Lien Incurrence Baskets Deal Size Breakdown Small Medium Large Secured Leverage Grower 4 5 With Grower Without Grower 46% 54% With Grower Without Grower 43% 57% With Grower Without Grower 4% 4% 4% 3% 3% 3% General Permitted Lien Basket 2% 1% 2% 1% 2% 1% % of Total Assets % of Total Assets % of Total Assets 83
85 Lien Incurrence Baskets Industry Breakdown Secured Leverage Grower Consumer Financial Services Healthcare Hospitality/Gaming Industrials Oil & Gas TMT 53% 47% 82% 18% % 78% % 84% 57% 43% With Grower Without Grower With Grower Without Grower With Grower Without Grower With Grower Without Grower With Grower Without Grower With Grower Without Grower With Grower Without Grower General Permitted Lien Basket 4% 4% 4% 1 4% 4% 4% 3% 2% 1% 3% 2% 1% 3% 2% 1% 8% 6% 4% 2% 3% 2% 1% 3% 2% 1% 3% 2% 1% % of Total Assets % of Total Assets % of Total Assets % of Total Assets % of Total Assets % o f T o tal Assets % of Total Assets 84
86 Lien Incurrence Baskets Ratings Breakdown BB B CCC or less Secured Leverage Grower 44% 56% With Grower Without Grower 42% 58% With Grower Without Grower 7 3 With Grower Without Grower 4% 4% 4% 3% 3% 3% General Permitted Lien Basket 2% 1% 2% 1% 2% 1% % of Total Assets % of Total Assets % of Total Assets 85
87 Lien Incurrence Baskets Sponsor-Backed Breakdown Secured Leverage Grower General Permitted Lien Basket 4% 3% 64% 36% 2% 1% With Grower Without Grower % of Total Assets 86
88 87 Affiliate Transactions
89 Affiliate Transactions Global Analysis Fairness Opinion Requirements 2 Governance Thresholds With Requirement Without Requirement De Minimis Threshold Board Resolution Fairness Opinion % of EBITDA % of Total Assets 88
90 Affiliate Transactions Geographic Breakdown U.S. EMEA Fairness Opinion Requirements 2 Governance Thresholds Fairness Opinion Requirements 2 Governance Thresholds 15 % 7 15 % 51% 49% 10 % 3 10 % With Requirement Without Requirement De Minimis Threshold Board Resolution Fairness Opinion With Requirement Without Requirement De Minimis Threshold Fairness Opinion Asia Fairness Opinion Requirements 62% 38% With Requirement Without Requirement 2 15 % 10 % % of EBITDA % of Total Assets Governance Thresholds De Minimis Threshold Board Resolution Fairness Opinion % of EBITDA % of Total Assets Fairness Opinion Requirements 87% 13% With Requirement Without Requirement Latin America 2 15 % 10 % % of EBITDA % of Total Assets Governance Thresholds De Minimis Threshold Fairness Opinion % of EBITDA % of Total Assets 89
91 Affiliate Transactions Deal Size Breakdown Small Medium Large Fairness Opinion Requirements 76% 24% % 56% With Requirement Without Requirement With Requirement Without Requirement With Requirement Without Requirement Governance Threshold De Minimis Threshold Board Resolution Fairness Opinion De Minimis Threshold Board Resolution Fairness Opinion De M inimis Threshold Board Resolution Fairness Opinion % of EBITDA % of Total Assets % of EBITDA % of Total Assets % of EBITDA % of Total Assets 90
92 Affiliate Transactions Industry Breakdown Fairness Opinion Requirements Consumer Financial Services Healthcare Hospitality/Gaming Industrials Oil & Gas TMT 52% 48% 64% 36% 39% 61% 84% 16% 59% 41% % 42% With Requirement Without Requirement With Requirement Without Requirement With Requirement Without Requirement With Requirement Without Requirement With Requirement Without Requirement With Requirement Without Requirement With Requirement Without Requirement Governance Thresholds De Minimis Board Fairness ThresholdResolution Opinion % of EBITDA % of Total Assets De Minimis Board Fairness Threshold Resolution Opinion % of EBITDA % of Total Assets De Minimis Board Fairness Threshold Resolution Opinion % of EBITDA % of Total Assets De Minimis Board Fairness Threshold Resolution Opinion % of EBITDA % of Total Assets De Minimis Board Fairness Threshold Resolution Opinion % of EBITDA % of Total Assets De Minimis Board Fairness Threshold Resolution Opinion % of EBITDA % of Total Assets De Minimis Board Fairness ThresholdResolution Opinion % of EBITDA % of Total Assets 91
93 Affiliate Transactions Ratings Breakdown BB B CCC or less Fairness Opinion Requirements 48% 52% 57% 43% 5 5 With Requirement Without Requirement With Requirement Without Requirement With Requirement Without Requirement Governance Threshold 1 1 De Minimis Threshold % o f EB IT D A % of Total Assets Fairness Opinion 1 1 De Minimis Threshold Board Resolution % of EBITDA % of Total Assets Fairness Opinion 1 1 De Minimis Threshold Board Resolution % of EBITDA % of Total Assets Fairness Opinion 92
94 Affiliate Transactions Sponsor-Backed Breakdown Fairness Opinion Requirements 3 Governance Thresholds % 61% 1 1 With Requirement Without Requirement De Minimis Threshold Board Re solution Fairness Opinion % of EBITDA % of Total Assets 93
95 94 Asset Sales
96 Asset Sales Reinvestment Period Global Analysis Reinvestment Period* Designated Non-Cash Consideration 61% 67% 38% 33% 1% <360 Days Days > 365 Days With Carveout Without Carveout * Note that many deals in the sample population contain additional extensions if a binding commitment is in place. This information is excluded for purposes of this chart. 95
97 Asset Sales Reinvestment Period Geographic Breakdown Reinvestment Period U.S. Designated Non-Cash Consideration Reinvestment Period EMEA Designated Non-Cash Consideration 97% 51% 47% 71% 5 5 2% 29% 3% <360 Days Days > 365 Days Reinvestment Period Asia With Carveout Without Carveout Designated Non-Cash Consideration <360 Days Days > 365 Days Reinvestment Period Latin America With Carveout Without Carveout Designated Non-Cash Consideration 86% 10 14% 29% 71% 58% 42% <360 Days Days > 365 Days With Carveout Without Carveout <360 Days Days > 365 Days With Carveout Without Carveout 96
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