103% Redemption: The ability of the issuer to call up to 10% of notes per year at ... Net Income-Based: With respect to
2018 Global High-Yield Bond Study
Contents
Overview and Methodology 3 Glossary 7 Categories of Analysis 10 High-Yield Bond Study • Call Protection 11 • Change of Control Portability 25 • Debt 31 • Restricted Payments/Investments 67 • Liens 99 • Affiliate Transactions 109 • Asset Sales 115 • Merger Covenant 127 • Registration Rights 135 • Covenant Suspension/Fall Away 143 • Collateral 151 • Events of Default 167
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. In addition, the sample population may not be an exact representation of the universe of deals because of limitations on the availability of deal information. This publication is not a substitute for 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 Rose LLP 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. © 2018 Proskauer Rose LLP. All rights reserved
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Overview and Methodology
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments / Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Overview and Methodology Welcome to this seventh edition of Proskauer’s Global High-Yield Bond Study, our analysis of market trends for high-yield bond offerings. Using analyses from our proprietary database of approximately 2,000 high-yield bond deals, our study covers deals closed globally between 2013 and 2017 that meet our selection criteria. We categorize deals by geography, deal size, industry, credit rating and whether they are backed by private equity sponsors. We hope you enjoy the 2018 Global High-Yield Study and welcome your feedback and questions. Please feel free to contact any of our attorneys listed inside the front cover.
4
Events of Default
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments / Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Overview and Methodology General • Our high-yield database includes approximately 2,000 high-yield deals closed globally from 2011–2017. • Our 2018 Study analyzes trends from 2013–2017. • Data is broken down by geography, deal size, industry, rating and whether sponsor-backed. Methodology • Outliers that were three or more standard deviations away from the mean for any given data set were excluded from our calculations. • In circumstances where less than 1% of reviewed transactions contained a specific term, such term was excluded from our calculations. • Deals in the sample population with only a pledge of stock are not considered to be secured deals for purposes of this study. In addition, for purposes of identifying lien priorities, deals with “super priority” payment rights are not considered to have lien priority. • Certain deals that were reviewed also included high-yield rated bonds with investment-grade or hybrid covenant packages. These deals have been excluded for purposes of our covenant analysis. • Final and preliminary offering memorandums were included in the analysis. Allocation • In geographic analysis, Canada is included in the U.S. data, Australia is included in the Asia data and issuers operating in the Caribbean are included in the Latin America data. • In industry breakdown, deals in the sample population are categorized as follows: - 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.
5
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments / Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Overview and Methodology Financial Metrics • EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) is based on the applicable issuer’s trailing four quarters (or last 12 months, if applicable) of EBITDA disclosed in the relevant marketing materials. • Total assets calculations are based upon the total assets of the applicable issuer as set forth in the most current balance sheet data disclosed in the relevant marketing materials. • References to EBITDA include "Adjusted EBITDA" when the relevant marketing materials contained such presentations and “Pro Forma EBITDA/Adjusted EBITDA” when such metrics were presented. Ratings • All ratings categories are based on credit ratings by Standard & Poor’s. • Calculations based solely on rating exclude deals that were not rated. • The rating categories do not distinguish “+” or “–” signs within a ratings category.
6
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments / Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Glossary 6% IPO Proceeds: A basket permitting restricted payments of up to 6% (or more) of the proceeds received from an IPO. 103% Redemption: The ability of the issuer to call up to 10% of notes per year at 103% of par during the non-call period. Cash Flow-Based: With respect to the restricted payments builder basket, a restricted payments test based on EBITDA minus a multiple of interest expense. Change of Control Portability: The bondholders’ change of control put right is only triggered if, after giving effect to the transaction, both a change of control and an additional negative event occurs (such as a failure by the issuer to meet a specified leverage ratio test or a reduction in the rating of the notes). Contribution Indebtedness: A basket permitting debt in an amount equal to 100% (or more) of the amount of proceeds received from equity issuances or cash contributions to equity capital. Covenant Fall Away: Certain covenants are permanently removed upon the issuer’s achievement of investment-grade ratings. Covenant Suspension: Certain covenants are suspended upon the issuer’s achievement of investment-grade ratings, but reinstated if the issuer’s ratings are subsequently downgraded to non-investment-grade. Designated Non-Cash Consideration: For purposes of satisfying the cash consideration test for asset sales, the ability to treat a certain amount of non-cash consideration as if it were cash. EBITDA: Earnings before interest, taxes, depreciation and amortization. Equity Claw: The ability of the issuer to call a certain percentage of bonds with the proceeds of certain equity issuances during the noncall period.
7
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments / Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Glossary • Excluded Contributions: A basket permitting restricted payments equal to the amount of proceeds received from equity issuances or cash contributions to equity capital that are designated by the issuer as “excluded contributions” and are not subject to the conditions required to utilize the restricted payments builder basket, including being within the applicable debt incurrence ratio. • FCCR (Fixed Charge Coverage Ratio): Generally EBITDA divided by fixed charges. • Leverage Ratio: Generally debt divided by EBITDA. • Net Income-Based: With respect to the restricted payments builder basket, a restricted payments test based on 50% of consolidated net income. • Ratio Debt Condition: With respect to mergers and consolidations, whether the issuer must meet the debt incurrence ratio test on a pro forma basis, or if such ratio must only improve or be no worse on a pro forma basis. • Secured Leverage Grower: A basket permitting unlimited liens on debt subject to a pro forma secured leverage test. • Unlimited Leverage-Based Restricted Payments: A basket permitting unlimited restricted payments subject to a pro forma leverage test.
8
Overview
Change of Control Portability
Call Protection
Restricted Payments / Investments
Debt
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
2017 Global High-Yield Market % of Deal Count
53%
'13
47% 46% 42% 39% '14
'15
'16
'17
30% 30% 35% 33% 34% '13
'14
'15
'16
'17
20% 13% 19% 16% 19% '13
4%
4% 4% 6% 7%
'13
'14
'15
'16
'17
Source: Prospect News (all countries, all currencies)
9
'14
'15
'16
'17
Collateral
Events of Default
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments / Investments
Liens
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 - Health Care - Real Estate/Gaming - Industrials - Oil & Gas - Technology, Media and Telecommunications (TMT) • Ratings - BB - B - CCC • Sponsor vs. Non-Sponsor
10
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Call Protection
Overview
Change of Control Portability
Call Protection
Debt
Restricted Payments / Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
103% Redemption % of Deals Global 2017
Global % of Deals with 103% Redemption 25%
11%
35% from ‘16 20%
15%
10%
5-Year Average = 10%
5%
89% 0%
With 103% Redemption Without 103% Redemption
12
2013
2014
2015
2016
2017
Collateral
Events of Default
Overview
Call Protection
Change of Control Portability
Restricted Payments / Investments
Debt
Liens
Affiliate Transactions
Merger Covenant
Asset Sales
Registration Rights
Covenant Suspension / Fall Away
Collateral
103% Redemption % of Deals with 103% Redemption Deal Size
Geography
40%
40%
35%
35%
30%
30%
25%
25%
20%
20%
15%
15%
10%
10%
5%
5% ----
0% U.S.
EMEA
------Asia
----
13
Indicates no reviewed deals contained term
0% Small
Latin America
2013 -----
----
2014
2015
2016
Medium
2017
Large
Events of Default
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments / Investments
Affiliate Transactions
Liens
Merger Covenant
Asset Sales
Registration Rights
Covenant Suspension / Fall Away
Collateral
103% Redemption % of Deals with 103% Redemption Industry 40%
35%
30%
25%
20%
15%
10%
5% ----
0% Consumer
-----
Financial Services
----Health Care
2013 -----
14
Indicates no reviewed deals contained term
-----
-----
Real Estate/Gaming
2014
2015
Industrials
2016
2017
Oil & Gas
TMT
Events of Default
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments / Investments
Affiliate Transactions
Liens
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
103% Redemption % of Deals with 103% Redemption Ratings 30%
25%
20%
15%
10%
5-Year Average = 13% 5-Year Average = 8.4%
5-Year Average = 5.9%
5% ------0% BB
B
2013 -----
15
Indicates no reviewed deals contained term
2014
CCC
2015
2016
2017
Events of Default
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments / Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
103% Redemption % of Deals with 103% Redemption Sponsor
Non-Sponsor 33% from ‘16
30%
30%
25%
25%
20%
5-Year Average = 19%
20%
15%
15%
10%
10%
5%
5%
0%
0%
5-Year Average = 5.7%
2013
16
2014
2015
2016
2017
Collateral
Events of Default
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments / Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
103% Redemption % of Secured Deals with 103% Redemption Global Global 2017
% of Secured Deals with 103% Redemption 40% 35% 30%
23%
25%
5-Year Average = 25%
20% 15% 10% 5% 0%
2013
2014
2016
2017
Global
40%
77%
2015
35%
% of Unsecured Deals with 103% Redemption
30% 25% 20%
With 103% Redemption Without 103% Redemption
15% 10% 5% 0%
2013
17
2014
2015
2016
2017
Collateral
Events of Default
Overview
Call Protection
Change of Control Portability
Restricted Payments / Investments
Debt
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
103% Redemption % of Secured Deals with 103% Redemption Geography 31% from ‘16
% of Secured Deals with 103% Redemption 40%
35%
30%
25%
20%
15%
10%
5%
0% U.S.
EMEA
2013
18
2014
2015
2016
2017
Events of Default
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments / Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Equity Claw % of Deals
Global
Global 2017
% of Deals Permitting Greater Than 35% 80% 70%
243% from ‘13
60% 50%
43% 40%
57% 30% 20% 10% 0%
Permits up to 35% Permits greater than 35%
19
2013
2014
2015
2016
2017
Events of Default
Overview
Call Protection
Change of Control Portability
Restricted Payments / Investments
Debt
Affiliate Transactions
Liens
Merger Covenant
Asset Sales
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Equity Claw % of Deals Permitting Greater than 35% Geography
Deal Size
231% from ‘13
100%
100%
80%
298% from ‘13
80%
70%
70%
60%
60%
50%
50%
40%
40%
30%
30%
20%
20%
10%
10% -----
0% U.S.
EMEA
Asia
20
Indicates no reviewed deals contained term
0% Small
Latin America
2013 -----
200% from ‘13
90%
90%
2014
2015
2016
Medium
2017
Large
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments / Investments
Liens
Affiliate Transactions
Merger Covenant
Asset Sales
Registration Rights
Covenant Suspension / Fall Away
Collateral
Equity Claw % of Deals Permitting Greater than 35% Industry 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% -----
0% Consumer
Financial Services
Health Care
2013 -----
21
Indicates no reviewed deals contained term
Real Estate/Gaming
2014
2015
Industrials
2016
2017
-----
Oil & Gas
TMT
Events of Default
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments / Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Covenant Suspension / Fall Away
Registration Rights
Equity Claw % of Deals Permitting Greater than 35% Ratings 95% from ‘13
80%
70% 5-Year Average = 60% 60%
50%
40%
5-Year Average = 41% 5-Year Average = 32%
30%
20%
10%
0% BB
B
2013
22
2014
2015
CCC
2016
2017
Collateral
Events of Default
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments / Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Equity Claw % of Deals Permitting Greater than 35% Non-Sponsor
Sponsor
100%
100%
90%
90%
80%
80%
70%
70%
60%
60%
50%
50%
40%
40%
30%
30%
20%
20%
10%
10%
0%
0%
2013
23
2014
2015
2016
2017
Collateral
Events of Default
Change of Control Portability
Overview
Change of Control Portability
Call Protection
Debt
Restricted Payments / Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Change of Control Portability % of Deals
Global 2017
Global
50%
28%
% of Deals With Change of Control Portability
40%
30%
20%
72% 10%
0%
With Change of Control Portability Without Change of Control Portability
26
2014
2015
2016
2017
Events of Default
Call Protection
Overview
Change of Control Portability
Restricted Payments / Investments
Debt
Liens
Affiliate Transactions
Merger Covenant
Asset Sales
Registration Rights
Covenant Suspension / Fall Away
Collateral
Change of Control Portability % of Deals with Change of Control Portability Geography
Deal Size
100%
100%
90%
90%
80%
80%
70%
70%
60%
60%
50%
50%
40%
40%
30%
30%
20%
20%
10%
10%
0%
0% U.S.
EMEA
Asia
Latin America
2014
27
Small
2015
2016
2017
Medium
Large
Events of Default
Call Protection
Overview
Change of Control Portability
Debt
Restricted Payments / Investments
Liens
Affiliate Transactions
Merger Covenant
Asset Sales
Registration Rights
Covenant Suspension / Fall Away
Collateral
Change of Control Portability % of Deals with Change of Control Portability Industry 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% Consumer
Financial Services
Health Care
2014
28
Real Estate/Gaming
2015
2016
Industrials
2017
Oil & Gas
TMT
Events of Default
Overview
Change of Control Portability
Call Protection
Debt
Restricted Payments / Investments
Liens
Affiliate Transactions
Merger Covenant
Asset Sales
Registration Rights
Covenant Suspension / Fall Away
Change of Control Portability % of Deals with Change of Control Portability Ratings 100% 90% 80% 70% 60% 50% 40%
350% from ‘14 30% 20% 10% 0% BB
B
2014
29
2015
CCC
2016
2017
Collateral
Events of Default
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments / Investments
Liens
Affiliate Transactions
Merger Covenant
Asset Sales
Registration Rights
Change of Control Portability % of Deals with Change of Control Portability Non-Sponsor
Sponsor 100%
100%
90%
90%
80%
80%
70%
70%
60%
60%
50%
50%
40%
40%
30%
30%
20%
20%
10%
10%
0%
0%
2014
30
2015
2016
2017
Covenant Suspension / Fall Away
Collateral
Events of Default
Debt
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments / Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Ratio Debt % of Deals Global 2017
Global
100%
13% 90%
5-Year (FCCR) Average = 78%
80% 70%
11%
60% 50% 40% 30% 20%
76%
10% 0% 2013
FCCR
32
Leverage
2014
Both
2015
2016
2017
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments / Investments
Affiliate Transactions
Liens
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Ratio Debt Geographic Breakdown U.S.
EMEA
100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
5-Year (FCCR) Average = 82%
FCCR 2013
2014
2015
2016
2017
100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
5-Year (FCCR) Average = 75%
2013
2014
2015
5-Year (FCCR) Average = 72%
2013
Both
Asia
33
Leverage
100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
2016
2017
2014
2015
2016
2017
Latin America 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
5-Year (FCCR) Average = 50%
2013
2014
2015
2016
2017
Overview
Change of Control Portability
Call Protection
Debt
Restricted Payments / Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Ratio Debt Deal Size Breakdown Small
Medium
100%
100%
90%
90%
Large
100% 5-Year (FCCR) Average = 80%
90%
70%
5-Year 80% (FCCR) Average = 72% 70%
60%
60%
60%
50%
50%
50%
40%
40%
40%
30%
30%
30%
20%
20%
20%
10%
10%
10%
80%
0%
70%
0%
0% 2013
2014
2015
2016
2017
2013
2014
FCCR
34
5-Year (FCCR) Average = 77%
80%
2015
2016
2013
2017
Leverage
Both
2014
2015
2016
2017
Overview
Call Protection
Change of Control Portability
Restricted Payments / Investments
Debt
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Ratio Debt Industry Breakdown Consumer 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
2013 2014 2015 2016 2017
5-Year (FCCR) Average = 83%
100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% 2013 2014 2015 2016 2017
5-Year (FCCR) Average = 72%
100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% 2013 2014 2015 2016 2017
5-Year (FCCR) Average = 94%
2013 2014 2015 2016 2017
Oil & Gas 5-Year (FCCR) Average = 85%
FCCR
35
100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
2013 2014 2015 2016 2017
Industrials
Real Estate/Gaming
Health Care
Financial Services 5-Year (FCCR) Average = 86%
100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
5-Year (FCCR) Average 100% 90% = 94%
TMT
80% 70% 60% 50% 40% 30% 20% 10% 0% 2013 2014 2015 2016 2017
Leverage
Both
5-Year (FCCR) Average = 29%
2013 2014 2015 2016 2017
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments / Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Ratio Debt Ratings Breakdown BB
B
100%
100%
90%
90% 5-Year (FCCR) Average = 79%
80% 70%
CCC
100% 90% 5-Year (FCCR) Average = 76%
80% 70%
80% 70%
60%
60%
60%
50%
50%
50%
40%
40%
40%
30%
30%
30%
20%
20%
20%
10%
10%
10%
0%
0% 2013
2014
2015
2016
2017
2013
FCCR
36
2014
2015
2016
Leverage
2017
Both
5-Year (FCCR) Average = 84%
0% 2013
2014
2015
2016
2107
Call Protection
Overview
Change of Control Portability
Debt
Restricted Payments / Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Ratio Debt Sponsor Breakdown Sponsor
Non-Sponsor
100%
100%
90%
5-Year (FCCR) Average = 80%
80%
5-Year (FCCR) Average = 77%
80%
70%
70%
60%
60%
50%
50%
40%
40%
30%
30%
20%
20%
10%
10%
0%
0% 2013
2014
2015
2016
2017
FCCR
37
90%
2013
Leverage
Both
2014
2015
2016
2017
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments / Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Ratio Debt % of Deals Global 2017
Global
100% 90% 5-Year (FCCR of 2x) Average = 79%
80%
30%
70% 60% 50% 40%
70%
30% 20% 10% 0% 2013
FCCR of 2x
38
2014
FCCR of >2x
2015
2016
2017
Call Protection
Overview
Change of Control Portability
Restricted Payments / Investments
Debt
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Ratio Debt Geographic Breakdown U.S.
EMEA
100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
5-Year (FCCR of 2x) Average = 85%
2013
2014
2015
2016
2017
100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
39
2015
2013
FCCR of 2x
5-Year (FCCR of 2x) Average = 37%
2014
5-Year (FCCR of 2x) Average = 75%
FCCR of >2x
Asia
2013
100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
2016
2017
2014
2015
2016
2017
Latin America
100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
5-Year (FCCR of 2x) Average = 60%
2013
2014
2015
2016
2017
Events of Default
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments / Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Covenant Suspension / Fall Away
Registration Rights
Collateral
Events of Default
Ratio Debt Deal Size Breakdown Small
Medium
Large
100%
100%
100%
90%
90%
90% 5-Year (FCCR of 2x) Average 80% = 79%
70%
5-Year (FCCR of 2x) 80% Average = 73% 70%
60%
60%
60%
50%
50%
50%
40%
40%
40%
30%
30%
30%
20%
20%
20%
10%
10%
10%
80%
0%
70%
0% 2013
2014
2015
2016
2017
0% 2013
2014
FCCR of 2x
40
5-Year (FCCR of 2x) Average = 80%
2015
2016
2017
FCCR of >2x
2013
2014
2015
2016
2017
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments / Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Ratio Debt Industry Breakdown Consumer 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
Real Estate/Gaming 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
5-Year (FCCR of 2x) Average = 80%
5-Year (FCCR of 2x) Average = 72%
100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
5-Year (FCCR of 2x) Average = 86%
FCCR of 2x
41
100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
Oil & Gas
Industrials 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
Health Care
Financial Services 5-Year (FCCR of 2x) Average = 87%
100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
FCCR of >2x
5-Year (FCCR of 2x) Average = 95%
TMT 5-Year (FCCR of 2x) Average = 51%
100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
5-Year (FCCR of 2x) Average = 75%
Call Protection
Overview
Change of Control Portability
Debt
Restricted Payments / Investments
Affiliate Transactions
Liens
Asset Sales
Merger Covenant
Covenant Suspension / Fall Away
Registration Rights
Collateral
Events of Default
Ratio Debt Ratings Breakdown BB
B
CCC
100%
100%
100%
90%
90%
90%
80%
5-Year (FCCR of 2x) 80% Average = 76%
5-Year (FCCR of 2x) 80% Average = 78%
70%
70%
70%
60%
60%
60%
50%
50%
50%
40%
40%
40%
30%
30%
30%
20%
20%
20%
10%
10%
10%
0%
0%
0% 2013
2014
2015
2016
2017
2013
2014
2015
FCCR of 2x
42
5-Year (FCCR of 2x) Average = 87%
2016
2107
FCCR of >2x
2013
2014
2015
2016
2017
Overview
Call Protection
Change of Control Portability
Restricted Payments / Investments
Debt
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Ratio Debt Sponsor Breakdown Sponsor
Non-Sponsor
100%
100% 5-Year (FCCR of 2x) Average = 87%
90% 80%
90%
70%
70%
60%
60%
50%
50%
40%
40%
30%
30%
20%
20%
10%
10%
0%
0% 2013
2014
2015
2016
2017
FCCR of 2x
43
5-Year (FCCR of 2x) Average = 74%
80%
2013
FCCR of >2x
2014
2015
2016
2017
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments / Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Senior Credit Facilities Basket Global Analysis
450%
% of Issuer's EBITDA
% of Issuer's Assets
60% 55%
400%
50% 350%
45% 40%
300% 5-Year Average = 242%
250% 200%
35% 5-Year Average = 29%
30% 25% 20%
150%
15%
100%
10% 50%
5% 0%
0%
2013
44
2014
2015
2016
2017
Call Protection
Overview
Change of Control Portability
Restricted Payments / Investments
Debt
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Senior Credit Facilities Basket Geographic Breakdown % of Issuer's EBITDA
450%
% of Issuer's Assets
60% 55%
400%
50% 350%
45% 5-Year Average = 295%
300%
5-Year Average = 36%
40% 35%
250% 5-Year Average = 156%
200%
30%
5-Year Average = 19%
25% 20%
150%
15%
100%
10% 50%
5% 0%
0% U.S.
EMEA
Asia
2013
45
U.S.
Latin America
2014
2015
2016
EMEA
2017
Asia
Latin America
Call Protection
Overview
Change of Control Portability
Debt
Restricted Payments / Investments
Liens
Affiliate Transactions
Merger Covenant
Asset Sales
Registration Rights
Covenant Suspension / Fall Away
Collateral
Senior Credit Facilities Basket Deal Size Breakdown % of Issuer's EBITDA
450%
% of Issuer's Assets
60% 55%
400%
50% 350%
45% 40%
300%
35%
250%
30% 200%
25% 20%
150%
15%
100%
10% 50%
5% 0%
0% Small
Medium
2013
46
Small
Large
2014
2015
2016
Medium
2017
Large
Events of Default
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments / Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Senior Credit Facilities Basket Industry Breakdown
450%
% of Issuer's EBITDA
% of Issuer's Assets
60% 55%
400%
50% 350%
45%
300%
40% 35%
250%
30% 200%
25%
150%
20% 15%
100%
10% 50%
5%
0%
0%
2013
47
2014
2015
2016
2017
Collateral
Events of Default
Change of Control Portability
Call Protection
Overview
Debt
Restricted Payments / Investments
Liens
Affiliate Transactions
Merger Covenant
Asset Sales
Registration Rights
Covenant Suspension / Fall Away
Collateral
Senior Credit Facilities Basket Ratings Breakdown % of Issuer's EBITDA
% of Issuer's Assets 60%
450%
55%
400%
50% 350%
45% 40%
300%
35%
250%
30% 200%
25% 20%
150%
15%
100%
10% 50%
5% 0%
0% BB
B
2013
48
BB
CCC
2014
2015
2016
B
2017
CCC
Events of Default
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments / Investments
Affiliate Transactions
Liens
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Senior Credit Facilities Basket Sponsor Breakdown
450%
Sponsor
% of Issuer's EBITDA
400% 350%
5-Year Average = 280%
300% 250% 200% 150% 100% 50% 0%
% of Issuer's Assets
60% 55% 50% 45% 40% 35% 30% 25% 20% 15% 10% 5% 0%
5-Year Average = 32%
Non-Sponsor 450% 400% 350% 300%
5-Year Average = 222%
250% 200% 150% 100% 50% 0%
2013
49
2014
60% 55% 50% 45% 40% 35% 30% 25% 20% 15% 10% 5% 0%
2015
5-Year Average = 28%
2016
2017
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments / Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Contribution Indebtedness % of Deals Global
Global 2017
% of Deals with Basket
100% 90% 80% 70% 60%
43% 57%
50% 5-Year Average = 39%
40% 30% 20% 10% 0%
2013 With Basket Without Basket
50
2014
2015
2016
2017
Call Protection
Overview
Change of Control Portability
Restricted Payments / Investments
Debt
Affiliate Transactions
Liens
Merger Covenant
Asset Sales
Registration Rights
Covenant Suspension / Fall Away
Collateral
Contribution Indebtedness % of Deals with Basket Geography
Deal Size
100%
100%
90%
90%
80%
80%
70%
70%
60%
60%
50%
50%
40%
40%
30%
30%
20%
20%
10%
10% ----
0% U.S.
EMEA
Asia
51
Indicates no reviewed deals contained term
2014
5-Year Average = 35%
5-Year Average = 45%
0% Small
Latin America
2013 -----
----
5-Year Average = 39%
2015
2016
Medium
2017
Large
Events of Default
Call Protection
Overview
Change of Control Portability
Debt
Restricted Payments / Investments
Affiliate Transactions
Liens
Merger Covenant
Asset Sales
Registration Rights
Covenant Suspension / Fall Away
Collateral
Contribution Indebtedness % of Deals with Basket Industry 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% Consumer
Financial Services
Health Care
2013
52
Real Estate/Gaming
2014
2015
Industrials
2016
2017
Oil & Gas
TMT
Events of Default
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments / Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Contribution Indebtedness % of Deals with Basket Ratings 100% 90% 80% 70% 5-Year Average = 62%
60% 50% 5-Year Average = 40%
40% 5-Year Average = 27%
30% 20% 10% 0% BB
B
2013
53
2014
CCC
2015
2016
2017
Events of Default
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments / Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Contribution Indebtedness % of Deals with Basket Non-Sponsor
Sponsor
100%
100%
90%
90%
80%
80% 5-Year Average = 71%
70%
70%
60%
60%
50%
50%
40%
40%
30%
30%
20%
20%
10%
10%
0%
0%
2013
54
2014
2015
5-Year Average = 23%
2016
2017
Events of Default
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments / Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Purchase Money/Capital Lease Debt Basket Global Analysis % of Issuer's EBITDA
% of Issuer's Assets
45%
7%
40% 6% 35% 5% 30% 5-Year Average = 25%
25% 20%
4% 5-Year Average = 3.0%
3%
15% 2% 10% 1%
5% 0%
0%
2013
55
2014
2015
2016
2017
Events of Default
Call Protection
Overview
Change of Control Portability
Debt
Restricted Payments / Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Purchase Money/Capital Lease Debt Basket Geographic Breakdown % of Issuer's EBITDA
50%
% of Issuer's Assets 10%
45%
9%
40%
8% 5-Year Average = 27%
35% 30%
7%
5-Year Average = 21%
6%
25%
5%
20%
4%
15%
3%
10%
5-Year Average = 2.5%
2%
5%
1%
0% U.S.
EMEA
Asia
Latin America
2013
56
5-Year Average = 3.2%
2014
0% U.S.
2015
2016
EMEA
2017
Asia
Latin America
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments / Investments
Affiliate Transactions
Liens
Merger Covenant
Asset Sales
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Purchase Money/Capital Lease Debt Basket Deal Size Breakdown % of Issuer's EBITDA
% of Issuer's Assets
50%
7%
45% 6% 40% 5-Year Average = 27%
35% 30%
5%
5-Year Average = 26%
5-Year Average = 2.8%
4% 5-Year Average = 25%
25% 20% 15%
5-Year Average = 3.0%
5-Year Average = 2.9%
3%
2%
10% 1% 5% 0%
0% Small
Medium
Large
2013
57
Small
2014
2015
2016
Medium
2017
Large
Call Protection
Overview
Change of Control Portability
Debt
Restricted Payments / Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Purchase Money/Capital Lease Debt Basket Industry Breakdown
50%
% of Issuer's EBITDA
% of Issuer's Assets
7%
45% 6% 40% 5%
35% 30%
4%
25% 3%
20% 15%
2%
10% 1% 5% 0%
0%
2013
58
2014
2015
2016
2017
Collateral
Events of Default
Change of Control Portability
Call Protection
Overview
Restricted Payments / Investments
Debt
Liens
Affiliate Transactions
Merger Covenant
Asset Sales
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Purchase Money/Capital Lease Debt Basket Ratings Breakdown % of Issuer's EBITDA
45%
% of Issuer's Assets
7%
40%
6%
35% 30%
5-Year Average = 25%
5-Year Average = 26%
5-Year Average = 25%
5%
25%
4%
20%
3%
5-Year Average = 3.1%
5-Year Average = 3.0%
5-Year Average = 2.9%
15% 2% 10% 1% 5% 0%
0% BB
B
2013
59
BB
CCC
2014
2015
2016
B
2017
CCC
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments / Investments
Affiliate Transactions
Liens
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Purchase Money/Capital Lease Debt Basket Sponsor Breakdown
45%
Sponsor
% of Issuer's EBITDA
% of Issuer's Assets
7%
40%
6%
35% 5-Year Average = 26%
30% 25% 20%
5% 5-Year Average = 2.9%
4% 3%
15%
2%
10% 5%
1%
0%
0%
Non-Sponsor 45%
7%
40%
6%
35% 30%
5-Year Average = 25%
25% 20%
5% 4%
5-Year Average = 3.0%
3%
15% 2%
10% 5%
1%
0%
0%
2013
60
2014
2015
2016
2017
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments / Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
General Debt Basket Global Analysis % of Issuer's EBITDA
% of Issuer's Assets
6%
50% 45%
5% 40% 5-Year Average = 33%
35%
5-Year Average = 3.9%
4%
30% 3%
25% 20%
2% 15% 10%
1%
5% 0%
0%
2013
61
2014
2015
2016
2017
Call Protection
Overview
Change of Control Portability
Restricted Payments / Investments
Debt
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
General Debt Basket Geographic Breakdown % of Issuer's EBITDA
50% 45% 40%
6%
5-Year Average = 36%
5%
5-Year Average = 29%
35% 30%
% of Issuer's Assets
4%
3%
25% 20%
2% 15% 10%
1%
5% 0%
0% U.S.
EMEA
Asia
2013
62
U.S.
Latin America
2014
2015
2016
EMEA
2017
Asia
Latin America
Call Protection
Overview
Change of Control Portability
Debt
Restricted Payments / Investments
Liens
Affiliate Transactions
Merger Covenant
Asset Sales
Registration Rights
Covenant Suspension / Fall Away
Collateral
General Debt Basket Deal Size Breakdown % of Issuer's EBITDA
50% 45% 40%
5-Year Average = 28%
5-Year Average = 34%
% of Issuer's Assets
6%
5-Year Average = 33%
5%
35%
5-Year Average = 4.1%
5-Year Average = 3.5%
5-Year Average = 3.7%
4%
30% 3%
25% 20%
2% 15% 10%
1%
5% 0%
0% Small
Medium
2013
63
Small
Large
2014
2015
2016
2017
Medium
Large
Events of Default
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments / Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
General Debt Basket Industry Breakdown
50%
% of Issuer's EBITDA
% of Issuer's Assets
6%
45% 5%
40% 35%
4%
30% 25%
3%
20% 2%
15% 10%
1%
5% 0%
0%
2013
64
2014
2015
2016
2017
Collateral
Events of Default
Change of Control Portability
Call Protection
Overview
Debt
Restricted Payments / Investments
Liens
Affiliate Transactions
Merger Covenant
Asset Sales
Registration Rights
Covenant Suspension / Fall Away
Collateral
General Debt Basket Ratings Breakdown % of Issuer's EBITDA
50%
7%
45% 40% 35%
5-Year Average = 31%
% of Issuer's Assets
5-Year Average = 35%
5-Year Average = 33%
6%
5%
30%
5-Year Average = 3.8%
5-Year Average = 3.9%
BB
B
5-Year Average = 4.1%
4%
25% 3%
20% 15%
2%
10% 1% 5% 0%
0% BB
B
CCC
2013
65
2014
2015
2016
2017
CCC
Events of Default
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments / Investments
Affiliate Transactions
Liens
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
General Debt Basket Sponsor Breakdown Sponsor 50%
% of Issuer's EBITDA
% of Issuer's Assets
6%
45% 5-Year Average = 35%
40% 35%
5-Year Average = 4.3%
5% 4%
30% 3%
25% 20%
2%
15% 10%
1%
5% 0%
0%
Non-Sponsor 6%
50% 45% 40%
5-Year Average = 31%
35% 30%
5% 5-Year Average = 3.7%
4% 3%
25% 20%
2%
15% 10%
1%
5% 0%
0%
2013
66
2014
2015
2016
2017
Restricted Payments / Investments
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Merger Covenant
Asset Sales
Registration Rights
Covenant Suspension / Fall Away
Collateral
Restricted Payments General Build-Up % of Deals Global 2017
Global
100% 5-Year Average (Net IncomeBased) = 88%
90%
7%
80% 70% 60% 50% 40% 30%
93%
20% 10% 0% 2013
Net Income-Based
68
2014
Cash Flow-Based
2015
2016
2017
Events of Default
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Restricted Payments General Build-Up Geographic Breakdown U.S.
EMEA
100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
5-Year Average (Net IncomeBased) = 84%
2013
2014
2015
2016
2017
2013
Net Income-Based Cash Flow-Based
Asia 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
5-Year Average (Net IncomeBased) = 88%
2013
69
2014
2015
5-Year Average (Net IncomeBased) = 96%
100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
2016
2017
2014
2015
2016
2017
Latin America 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
5-Year Average (Net IncomeBased) = 77%
2013
2014
2015
2016
2017
Events of Default
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Covenant Suspension / Fall Away
Registration Rights
Collateral
Events of Default
Restricted Payments General Build-Up Deal Size Breakdown Small
Medium
100%
5-Year Average (Net IncomeBased) = 91%
90% 80%
Large
100%
100% 5-Year Average (Net IncomeBased) = 87%
90% 80%
80%
70%
70%
70%
60%
60%
60%
50%
50%
50%
40%
40%
40%
30%
30%
30%
20%
20%
20%
10%
10%
10%
0%
0% 2013
2014
2015
2016
2017
0% 2013
2014
2015
Net Income-Based
70
5-Year Average (Net IncomeBased) = 87%
90%
2016
2017
Cash Flow-Based
2013
2014
2015
2016
2017
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Restricted Payments General Build-Up Industry Breakdown Consumer
Financial Services 5-Year Average (Net IncomeBased) = 96%
100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% 2013 2014 2015 2016 2017
Real Estate/Gaming
100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
Industrials 5-Year Average (Net IncomeBased) = 98%
2013 2014 2015 2016 2017
Net Income-Based
71
2013 2014 2015 2016 2017
TMT
Oil & Gas
50% 40% 30% 20% 10% 0%
2013 2014 2015 2016 2017
5-Year Average (Net IncomeBased) = 98%
100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
2013 2014 2015 2016 2017
5-Year 100% Average 90% (Net 80% Income70% Based) 60% = 84%
100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
Health Care 5-Year Average (Net IncomeBased) = 97%
100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
5-Year 100% Average 90% 80% (Net Income- 70% Based) 60% = 84% 50%
5-Year Average (Net IncomeBased) = 53%
40% 30% 20% 10% 0% 2013 2014 2015 2016 2017
Cash Flow-Based
2013 2014 2015 2016 2017
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Affiliate Transactions
Liens
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Restricted Payments General Build-Up Ratings Breakdown BB
B
100%
CCC 100%
100%
90%
5-Year Average (Net IncomeBased) = 86%
80% 70%
5-Year Average (Net IncomeBased) = 87%
90% 80%
90% 80%
70%
70%
60%
60%
60%
50%
50%
50%
40%
40%
40%
30%
30%
30%
20%
20%
20%
10%
10%
10%
0%
0%
0% 2013
2014
2015
2016
2017
2013
2014
2015
Net Income-Based
72
5-Year Average (Net IncomeBased) = 97%
2016
2017
Cash Flow-Based
2013
2014
2015
2016
2017
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Merger Covenant
Asset Sales
Covenant Suspension / Fall Away
Registration Rights
Collateral
Restricted Payments General Build-Up Sponsor Breakdown Sponsor
Non-Sponsor 5-Year Average (Net IncomeBased) = 94%
100% 90% 80%
100%
80%
70%
70%
60%
60%
50%
50%
40%
40%
30%
30%
20%
20%
10%
10%
0%
0% 2013
2014
2015
2016
2017
Net Income-Based
73
5-Year Average (Net IncomeBased) = 84%
90%
2013
2014
Cash Flow-Based
2015
2016
2017
Events of Default
Overview
Change of Control Portability
Call Protection
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Excluded Contributions % of Deals Global 2017
Global % of Deals with Basket
100% 90% 80% 70% 60%
5-Year Average = 50%
50%
57% 43%
40% 30% 20% 10% 0%
2013 With Basket
74
Without Basket
2014
2015
2016
2017
Events of Default
Call Protection
Overview
Change of Control Portability
Restricted Payments/ Investments
Debt
Liens
Affiliate Transactions
Merger Covenant
Asset Sales
Registration Rights
Covenant Suspension / Fall Away
Collateral
Excluded Contributions % of Deals with Basket Geography
Deal Size
100%
100%
90%
90% 5-Year Average = 69%
80% 70% 60%
80%
5-Year Average = 48%
70% 60%
50%
50%
40%
40%
30%
30%
20%
20%
10%
10% ---------
0% U.S.
EMEA
Asia
2013 -----
75
Indicates no reviewed deals contained term
0%
Latin America
2014
Small
2015
2016
2017
Medium
Large
Events of Default
Call Protection
Overview
Change of Control Portability
Debt
Restricted Payments/ Investments
Affiliate Transactions
Liens
Merger Covenant
Asset Sales
Registration Rights
Covenant Suspension / Fall Away
Collateral
Excluded Contributions % of Deals with Basket Industry 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% Consumer
Financial Services
Health Care
2013
76
Real Estate/Gaming
2014
2015
Industrials
2016
2017
Oil & Gas
TMT
Events of Default
Overview
Change of Control Portability
Call Protection
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Excluded Contributions % of Deals with Basket Ratings 100% 90%
62% from ‘13
80%
5-Year Average = 66%
70% 5-Year Average = 50%
60% 50%
5-Year Average = 42%
40% 30% 20% 10% 0% BB
B
2013
77
2014
2015
CCC
2016
2017
Collateral
Events of Default
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Excluded Contributions % of Deals with Basket Sponsor
Non-Sponsor 5-Year Average = 81%
100% 90%
100% 90%
80%
80%
70%
70%
60%
60%
50%
50%
40%
40%
30%
30%
20%
20%
10%
10%
0%
0%
2013
78
2014
2015
5-Year Average = 33%
2016
2017
Overview
Change of Control Portability
Call Protection
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Merger Covenant
Asset Sales
Registration Rights
Covenant Suspension / Fall Away
Collateral
6% IPO Proceeds % of Deals Global 2017
Global % of Deals with Basket
100% 90% 80% 70% 60%
55% 45%
50%
5-Year Average = 43%
40% 30% 20% 10% 0%
With Basket
79
Without Basket
2013
2014
2015
2016
2017
Events of Default
Call Protection
Overview
Change of Control Portability
Restricted Payments/ Investments
Debt
Affiliate Transactions
Liens
Merger Covenant
Asset Sales
Registration Rights
Covenant Suspension / Fall Away
Collateral
6% IPO Proceeds % of Deals with Basket Geography
Deal Size
100%
100%
90%
90%
80%
80%
70%
70%
60%
60%
50%
50%
40%
40%
30%
30%
20%
20%
10%
10% -------
0% U.S.
EMEA
Asia
----
80
Indicates no reviewed deals contained term
0%
Latin America
2013 -----
-----
2014
Small
2015
2016
2017
Medium
Large
Events of Default
Call Protection
Overview
Change of Control Portability
Debt
Restricted Payments/ Investments
Affiliate Transactions
Liens
Merger Covenant
Asset Sales
Registration Rights
Covenant Suspension / Fall Away
Collateral
6% IPO Proceeds % of Deals with Basket Industry 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% Consumer
Financial Services
Health Care
2013
81
Real Estate/Gaming
2014
2015
Industrials
2016
2017
Oil & Gas
TMT
Events of Default
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Affiliate Transactions
Liens
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
6% IPO Proceeds % of Deals with Basket Ratings 100% 90% 80% 70% 5-Year Average = 61%
60% 5-Year Average = 47%
50% 40% 5-Year Average = 29%
30% 20% 10% 0% BB
B
2013
82
2014
CCC
2015
2016
2017
Events of Default
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
6% IPO Proceeds % of Deals with Basket Sponsor
Non-Sponsor
100% 90%
100% 5-Year Average = 79%
90%
80%
80%
70%
70%
60%
60%
50%
50%
40%
40%
30%
30%
20%
20%
10%
10%
0%
0%
2013
83
2014
2015
5-Year Average = 24%
2016
2017
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Restricted Payments General Basket % of Issuer's EBITDA Global
Geography
40%
40%
35%
35%
30%
30%
25%
5-Year Average = 22%
20%
5-Year Average = 23%
25%
20%
15%
15%
10%
10%
5%
5%
0%
0% U.S.
2013
84
2014
2015
2016
EMEA
2017
5-Year Average = 20%
Asia
Latin America
Events of Default
Call Protection
Overview
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Restricted Payments General Basket % of Issuer's EBITDA Deal Size
Industry
40%
40%
35%
35%
30%
5-Year Average = 22%
25%
30% 5-Year Average = 22%
5-Year Average = 21%
25% 20%
20% 15% 15% 10% 10% 5% 5% 0% 0% Small
Medium
Large
2013
85
2014
2015
2016
2017
Collateral
Events of Default
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Affiliate Transactions
Liens
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Restricted Payments General Basket % of Issuer's EBITDA Ratings 40%
35%
30%
5-Year Average = 22%
5-Year Average = 22%
5-Year Average = 21%
25%
20%
15%
10%
5%
0% BB
B
2013
86
2014
2015
CCC
2016
2017
Collateral
Events of Default
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Restricted Payments General Basket % of Issuer's EBITDA Sponsor
Non-Sponsor
40%
40%
35%
35%
30%
25%
30%
5-Year Average = 23%
25%
20%
20%
15%
15%
10%
10%
5%
5%
0%
0%
2013
87
5-Year Average = 21%
2014
2015
2016
2017
Collateral
Events of Default
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Permitted Investments General Basket Global Analysis % of Issuer's EBITDA
50%
10%
45%
9%
40%
8%
35% 30%
7%
5-Year Average = 29%
6% 5%
25% 20%
4%
15%
3%
10%
2%
5%
1%
0%
0%
2013
88
% of Issuer's Assets
2014
2015
5-Year Average = 3.4%
2016
2017
Collateral
Events of Default
Call Protection
Overview
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Permitted Investments General Basket Geographic Breakdown % of Issuer's EBITDA
50%
10% 9%
45% 40% 35%
8%
5-Year Average = 32%
7% 5-Year Average = 23%
30% 25%
6% 5%
20%
4%
15%
3%
10%
2%
5%
1%
5-Year Average = 3.8%
5-Year Average = 2.8%
0%
0% U.S.
EMEA
Asia
U.S.
Latin America
2013
89
% of Issuer's Assets
2014
2015
2016
EMEA
2017
Asia
Latin America
Call Protection
Overview
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Merger Covenant
Asset Sales
Registration Rights
Covenant Suspension / Fall Away
Collateral
Permitted Investments General Basket Deal Size Breakdown % of Issuer's EBITDA
50%
10% 9%
45%
8%
40% 35%
5-Year Average = 25%
5-Year Average = 30%
30%
7%
5-Year Average = 28%
6%
25%
5%
20%
4%
15%
3%
10%
2%
5%
1%
5-Year Average = 3.2%
5-Year Average = 3.5%
Small
Medium
5-Year Average = 3.3%
0%
0% Small
Medium
Large
2013
90
% of Issuer's Assets
2014
2015
2016
2017
Large
Events of Default
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Permitted Investments General Basket Industry Breakdown
50%
% of Issuer's EBITDA
10%
45%
9%
40%
8%
35%
7%
30%
6%
25%
5%
20%
4%
15%
3%
10%
2%
5%
1%
0%
0%
2013
91
% of Issuer's Assets
2014
2015
2016
2017
Collateral
Events of Default
Change of Control Portability
Call Protection
Overview
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Permitted Investments General Basket Ratings Breakdown % of Issuer's EBITDA
50%
10% 9%
45% 40% 35%
5-Year Average = 30%
30%
5-Year Average = 27%
8%
5-Year Average = 32%
7% 6%
25%
5%
20%
4%
15%
3%
10%
2%
5%
1%
5-Year Average = 3.6%
5-Year Average = 3.3%
5-Year Average = 3.6%
0%
0% BB
B
BB
CCC
2013
92
% of Issuer's Assets
2014
2015
2016
B
2017
CCC
Events of Default
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Affiliate Transactions
Liens
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Permitted Investments General Basket Sponsor Breakdown % of Issuer's EBITDA
% of Issuer's Assets
Sponsor
50%
5% 5-Year Average = 30%
45% 40% 35%
5-Year Average = 3.6%
4%
30%
3%
25% 2%
20% 15%
1%
10% 5%
0%
0%
Non-Sponsor 50%
7%
45% 6%
40% 5-Year Average = 28%
35% 30% 25%
4% 3%
20% 15%
2%
10%
1%
5% 0%
0%
2013
93
5-Year Average = 3.3%
5%
2014
2015
2016
2017
Overview
Change of Control Portability
Call Protection
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Unlimited Leverage-Based Restricted Payments % of Deals Global Global 2017
% of Deals with Basket 80%
19% from ‘16
70%
60%
50%
51%
49% 40%
30%
20%
10%
0%
With Basket
Without Basket 2014
94
2015
2016
2017
Events of Default
Call Protection
Overview
Change of Control Portability
Restricted Payments/ Investments
Debt
Affiliate Transactions
Liens
Merger Covenant
Asset Sales
Registration Rights
Covenant Suspension / Fall Away
Collateral
Unlimited Leverage-Based Restricted Payments % of Deals with Basket Geography
Deal Size
100%
100%
90%
90%
80%
80%
70%
70%
60%
60%
50%
50%
40%
40%
30%
30%
20%
20%
10%
10% --------
0% U.S.
EMEA
Asia
-------------
2014 -----
95
Indicates no reviewed deals contained term
0%
Latin America
2015
Small
2016
2017
Medium
Large
Events of Default
Call Protection
Overview
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Merger Covenant
Asset Sales
Registration Rights
Covenant Suspension / Fall Away
Collateral
Unlimited Leverage-Based Restricted Payments % of Deals with Basket Industry 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% Consumer
Financial Services
Health Care
2014
96
Real Estate/Gaming
2015
2016
Industrials
2017
Oil & Gas
TMT
Events of Default
Overview
Change of Control Portability
Call Protection
Restricted Payments/ Investments
Debt
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Unlimited Leverage-Based Restricted Payments % of Deals with Basket Ratings
225% from ‘14
80%
70%
60%
50%
40%
30%
20%
10%
0% BB
B
2014
97
2015
CCC
2016
2017
Collateral
Events of Default
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Unlimited Leverage-Based Restricted Payments % of Deals with Basket Non-Sponsor
Sponsor 80%
70%
80%
72% from ‘14
60%
60%
50%
50%
40%
40%
30%
30%
20%
20%
10%
10%
0%
0%
2014
98
35% from ‘16
70%
2015
2016
2017
Events of Default
Liens
Overview
Change of Control Portability
Call Protection
Restricted Payments/ Investments
Debt
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Secured Leverage Grower % of Deals Global 2017
Global % of Deals with Basket
100% 90% 80% 70%
69%
60%
5-Year Average = 39%
50% 40%
31%
30% 20% 10% 0%
With Basket
100
Without Basket
2013
2014
2015
2016
2017
Call Protection
Overview
Change of Control Portability
Debt
Restricted Payments/ Investments
Affiliate Transactions
Liens
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Secured Leverage Grower % of Deals with Basket Geography
Deal Size
100%
100%
90%
90%
80%
80%
70%
70%
60%
60%
50%
50%
40%
40%
30%
30%
20%
20%
10%
10% ----
0% U.S.
EMEA
-----
Asia
2013 -----
101
0%
Latin America
Indicates no reviewed deals contained term
2014
Small
2015
2016
2017
Medium
Large
Events of Default
Call Protection
Overview
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Secured Leverage Grower % of Deals with Basket Industry 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% -----
0% Consumer
Financial Services
Health Care
2013
102
2014
Real Estate/Gaming
2015
2016
Industrials
2017
Oil & Gas
TMT
Events of Default
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Secured Leverage Grower % of Deals with Basket Ratings 100% 90% 80%
40% from ‘16
70% 60% 50% 40%
5-Year Average = 49%
5-Year Average = 41%
5-Year Average = 31%
30% 20% 10% 0% BB
B
2013
103
2014
2015
CCC
2016
2017
Events of Default
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Secured Leverage Grower % of Deals with Basket Sponsor
Non-Sponsor
100%
100%
90%
90%
80%
80%
70% 60%
70%
5-Year Average = 53%
60%
50%
50%
40%
40%
30%
30%
20%
20%
10%
10%
0%
0%
2013
104
2014
2015
2016
5-Year Average = 31%
2017
Events of Default
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
General Permitted Lien Basket % of Total Assets Global
Geography
4%
4%
5-Year Average = 2.7%
5-Year Average = 2.5%
3%
3%
2%
2%
1%
1%
0%
0%
5-Year Average = 2.2%
U.S.
2013
105
2014
2015
2016
EMEA
2017
Asia
Latin America
Events of Default
Call Protection
Overview
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
General Permitted Lien Basket % of Total Assets Deal Size
Industry
4%
4%
3%
3%
2%
2%
1% 1%
0% 0% Small
Medium
Large
2013
106
2014
2015
2016
2017
Collateral
Events of Default
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Affiliate Transactions
Liens
Merger Covenant
Asset Sales
Registration Rights
Covenant Suspension / Fall Away
Collateral
General Permitted Lien Basket % of Total Assets Ratings 4%
5-Year Average = 2.6%
3%
5-Year Average = 2.7%
5-Year Average = 2.4%
2%
1%
0% BB
B
2013
107
2014
2015
CCC
2016
2017
Events of Default
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
General Permitted Lien Basket % of Total Assets Sponsor
Non-Sponsor
4%
4%
5-Year Average = 2.6%
3%
2%
2%
1%
1%
0%
0%
2013
108
2014
5-Year Average = 2.4%
3%
2015
2016
2017
Events of Default
Affiliate Transactions
Overview
Change of Control Portability
Call Protection
Restricted Payments/ Investments
Debt
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Fairness Opinion Requirement % of Deals Global
Global 2017
% of Deals with Fairness Opinion Requirement 100% 90% 80% 5-Year Average (with requirement) = 47%
70% 60%
48%
50%
52% 40% 30% 20% 10% 0%
With Requirement
110
Without Requirement
2013
2014
2015
2016
2017
Events of Default
Call Protection
Overview
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Asset Sales
Affiliate Transactions
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Fairness Opinion Requirement % of Deals with Fairness Opinion Requirement Geography
Deal Size
100%
100%
90%
90%
80%
80%
70%
70%
60%
60%
50%
50%
40%
40%
30%
30%
20%
20%
10%
10%
0%
0% U.S.
EMEA
Asia
Latin America
2013
111
2014
Small
2015
2016
2017
Medium
Large
Events of Default
Call Protection
Overview
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Fairness Opinion Requirement % of Deals with Fairness Opinion Requirement Industry 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% Consumer
Financial Services
Health Care
2013
112
2014
Real Estate/Gaming
2015
2016
Industrials
2017
Oil & Gas
TMT
Events of Default
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Fairness Opinion Requirement % of Deals with Fairness Opinion Requirement Ratings 100% 90% 80% 70% 60% 50%
5-Year Average = 52%
5-Year Average = 45%
5-Year Average = 30%
40% 30% 20% 10% 0% BB
B
2013
113
2014
2015
CCC
2016
2017
Events of Default
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Fairness Opinion Requirement % of Deals with Fairness Opinion Requirement Non-Sponsor
Sponsor 100%
100%
90%
90%
80%
80%
70%
70%
60%
60% 5-Year Average = 34%
50% 40%
50% 40%
30%
30%
20%
20%
10%
10%
0%
0%
2013
114
2014
5-Year Average = 53%
2015
2016
2017
Events of Default
Asset Sales
Overview
Change of Control Portability
Call Protection
Debt
Restricted Payments/ Investments
Affiliate Transactions
Liens
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Reinvestment Period % of Deals Global 2017
Global
100%
1%
5-Year Average (360-365 Days) = 83%
90% 80% 70%
20%
60% 50% 40% 30%
79%
20% 10% 0% 2013
365 Days
2015
2016
Events of Default
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Covenant Suspension / Fall Away
Registration Rights
Collateral
Events of Default
Reinvestment Period Geographic Breakdown U.S.
EMEA
100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
5-Year Average (360-365 Days) = 78%
360 Days
Asia
117
360–365 Days
100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
2016
2017
2015
2016
2017
Latin America 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
5-Year Average (360-365 Days) = 87%
2013
2014
2015
2016
2017
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Affiliate Transactions
Liens
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Reinvestment Period Deal Size Breakdown Small
Medium
Large
100%
100% 5-Year Average (360-365 Days) = 85%
90% 80%
100%
90%
5-Year Average (360-365 Days) = 87%
80%
90%
70%
70%
60%
60%
60%
50%
50%
50%
40%
40%
40%
30%
30%
30%
20%
20%
20%
10%
10%
10%
0%
0% 2013
2014
2015
2016
2017
70%
0% 2013
365 Days
2014
2015
2016
2017
Overview
Call Protection
Change of Control Portability
Restricted Payments/ Investments
Debt
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Reinvestment Period Industry Breakdown Consumer 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
5-Year Average (360-365 Days) = 81%
100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
2013 2014 2015 2016 2017
Real Estate/Gaming
5-Year Average (360-365 Days) = 74%
2013 2014 2015 2016 2017
2013 2014 2015 2016 2017
5-Year Average (360-365 Days) = 85%
2013 2014 2015 2016 2017
365 Days
5-Year Average (360-365 Days) = 76%
2013 2014 2015 2016 2017
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Reinvestment Period Ratings Breakdown BB
B
100%
CCC 100%
100% 5-Year Average (360-365 Days) = 88%
90% 80%
90%
5-Year Average (360-365 Days) = 85%
80%
90% 80%
70%
70%
60%
60%
60%
50%
50%
50%
40%
40%
40%
30%
30%
30%
20%
20%
20%
10%
10%
10%
0% 2014
2015
2016
2017
5-Year Average (360-365 Days) = 60%
0%
0% 2013
2013
365 Days
2014
2015
2016
2017
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Reinvestment Period Sponsor Breakdown Sponsor
Non-Sponsor
100%
100%
90%
90%
80%
80% 5-Year Average (360-365 Days) = 70%
70% 60%
70% 60%
50%
50%
40%
40%
30%
30%
20%
20%
10%
10%
0%
0% 2013
2014
2015
2016
2017
365 Days
2014
2015
2016
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Designated Non-Cash Consideration % of Deals Global 2017
Global % of Deals with Carve-out 100% 90% 5-Year Average = 70%
80% 70%
71%
60% 50% 40%
29%
30% 20% 10% 0%
2013 With Carve-out
122
Without Carve-out
2014
2015
2016
2017
Events of Default
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Affiliate Transactions
Liens
Merger Covenant
Asset Sales
Registration Rights
Covenant Suspension / Fall Away
Collateral
Designated Non-Cash Consideration % of Deals with Carve-out Geography
Deal Size
100%
100%
90%
90%
80%
80%
70%
70%
60%
60%
50%
50%
40%
40%
30%
30%
20%
20%
10%
10% ----
0% U.S.
EMEA
Asia
-----
123
Indicates no reviewed deals contained term
0%
Latin America
2013
2014
5-Year Average = 66%
5-Year Average = 65%
5-Year Average = 78%
Small
2015
2016
Medium
2017
Large
Events of Default
Call Protection
Overview
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Merger Covenant
Asset Sales
Registration Rights
Covenant Suspension / Fall Away
Collateral
Designated Non-Cash Consideration % of Deals with Carve-out Industry 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% Consumer
Financial Services
Health Care
2013
124
Real Estate/Gaming
2014
2015
Industrials
2016
2017
Oil & Gas
TMT
Events of Default
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Designated Non-Cash Consideration % of Deals with Carve-out Ratings 100% 5-Year Average = 81%
90% 80%
5-Year Average = 70%
5-Year Average = 68%
70% 60% 50% 40% 30% 20% 10% 0% BB
B
2013
125
2014
2015
CCC
2016
2017
Collateral
Events of Default
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Designated Non-Cash Consideration % of Deals with Carve-out Sponsor 100% 90%
Non-Sponsor
5-Year Average = 88%
100% 90%
80%
80%
70%
70%
60%
60%
50%
50%
40%
40%
30%
30%
20%
20%
10%
10%
0%
0%
2013
126
2014
2015
5-Year Average = 61%
2016
2017
Collateral
Events of Default
Merger Covenant
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Ratio Debt Condition % of Deals Global Global 2017
% of Deals Ratio No Worse or Improves
27%
100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
23% from ‘16
5-Year Average (Ratio No Worse or Improves) = 83%
73%
% of Deals Must Meet Ratio Test
Must Meet Ratio Test
Ratio No Worse or Improves
100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
462% from ‘16 5-Year Average (Must Meet Ratio) = 17%
2013
128
2014
2015
2016
2017
Events of Default
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Ratio Debt Condition Geographic Breakdown U.S.
EMEA
100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
5-Year Average (Must Meet Ratio) = 15%
2013
2014
2015
2016
2017
100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
Must Meet Ratio Test
5-Year Average (Must Meet Ratio) = 16%
2013
2014
2015
2016
2017
Ratio No Worse or Improves
Asia
Latin America
100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
5-Year Average (Must Meet Ratio) = 44%
2013
129
2014
2015
2016
2017
100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
5-Year Average (Must Meet Ratio) = 17%
2013
2014
2015
2016
2017
Call Protection
Overview
Change of Control Portability
Debt
Restricted Payments/ Investments
Affiliate Transactions
Liens
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Ratio Debt Condition Deal Size Breakdown Small
Medium
Large
100%
100%
100%
90%
90%
90%
80%
80%
80%
70%
70%
70%
60%
60%
60%
50%
50%
50%
40%
40%
40%
30%
5-Year Average (Must Meet Ratio) = 21%
20% 10% 0%
30%
5-Year Average (Must Meet Ratio) = 17%
20% 10% 0%
2013
2014
2015
2016
2017
5-Year Average (Must Meet Ratio) = 14%
20% 10% 0%
2013
2014
2015
Must Meet Ratio Test
130
30%
2016
2017
2013
2014
Ratio No Worse or Improves
2015
2016
2017
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Ratio Debt Condition Industry Breakdown Consumer 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
100% 90% 80% 70% 60% 50% 5-Year 40% Average (Must Meet 30% 20% Ratio) 10% = 15% 0% 2013 2014 2015 2016 2017
Real Estate/Gaming 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
5-Year Average (Must Meet Ratio) = 18%
5-Year Average (Must Meet Ratio) = 17%
2013 2014 2015 2016 2017
Oil & Gas
Industrials 100% 90% 80% 5-Year 70% Average 60% (Must 50% 40% Meet 30% Ratio) 20% = 15% 10% 0% 2013 2013 2014 2015 2016
Must Meet Ratio Test
131
100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
2013 2014 2015 2016 2017
100% 90% 80% 5-Year 70% Average 60% (Must 50% 40% Meet 30% Ratio) 20% = 23% 10% 0% 2013 2014 2015 2016 2017
Health Care
Financial Services
TMT 100% 90% 80% 70% 60% 5-Year 50% Average 40% (Must 30% Meet 20% 10% Ratio) 0% = 13%
2013 2014 2015 2016 2017
Ratio No Worse or Improves
5-Year Average (Must Meet Ratio) = 22%
2013 2014 2015 2016 2017
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Ratio Debt Condition Ratings Breakdown BB
B
CCC
100%
100%
100%
90%
90%
90%
80%
80%
80%
70%
70%
70%
60%
60%
60%
50%
50%
50%
40%
40%
40% 5-Year Average (Must Meet Ratio) = 19%
30% 20% 10%
5-Year Average (Must Meet Ratio) = 15%
30% 20%
2014
2015
2016
2017
2013
2014
2015
Must Meet Ratio Test
132
20%
0%
0% 2013
30%
10%
10%
0%
5-Year Average (Must Meet Ratio) = 16%
2016
2017
2013
Ratio No Worse or Improves
2014
2015
2016
2017
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Ratio Debt Condition Sponsor Breakdown Sponsor
Non-Sponsor
100%
100%
90%
90%
80%
80%
70%
70%
60%
60%
50%
50%
40%
40% 5-Year Average (Must Meet Ratio) = 11%
30% 20% 10%
30% 20% 10% 0%
0% 2013
2014
2015
2016
2017
Must Meet Ratio Test
133
5-Year Average (Must Meet Ratio) = 20%
2013
2014
2015
Ratio No Worse or Improves
2016
2017
Registration Rights
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Registration Rights % of Deals U.S.
Private-for-Life: 91% from ‘13 100% 90% 80% 70%
5-Year Average (Private-forLife) = 59%
60% 50% 40% 30% 20% 10% 0% 2013
Private-for-Life
136
2014
2015
Registered
2016
2017
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Call Protection
Overview
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Registration Rights Geographic Breakdown EMEA 5-Year Average (Private-for-Life) = 96%
100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
Private-for-Life Registered Registration Rights
2013
2014
2015
2016
2017
Asia
Latin America 5-Year Average (Private-for-Life) = 99%
100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% 2013
137
2014
2015
2016
2017
5-Year Average (Private-for-Life) = 90%
100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% 2013
2014
2015
2016
2017
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Affiliate Transactions
Liens
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Registration Rights U.S. Deal Size Breakdown Medium
Small
Large
100%
100%
100%
90%
90%
90%
80%
80%
80%
70%
70%
60%
40%
60% 5-Year Average (Private-for-Life) 50% = 48% 40%
70% 5-Year Average (Private-for-Life) 60% = 61% 50%
30%
30%
30%
20%
20%
20%
10%
10%
10%
50%
0%
40%
0% 2013
2014
2015
2016
2017
0% 2013
Private-for-Life
138
5-Year Average (Private-for-Life) = 57%
2014
2015
2016
Registered
2017
Registration Rights
2013
2014
2015
2016
2017
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Registration Rights U.S. Industry Breakdown Consumer 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
5-Year Average (Privatefor-Life) = 61%
2013 2014 2015 2016 2017
Real Estate/Gaming 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
5-Year Average (Privatefor-Life) = 65%
2013 2014 2015 2016 2017
100% 90% 80% 5-Year Average 70% (Private- 60% for-Life) 50% 40% = 70% 30% 20% 10% 0% 2013 2014 2015 2016 2017
5-Year Average (Privatefor-Life) = 56%
Oil & Gas
Industrials
Private-for-Life
139
100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
2013 2014 2015 2016 2017
100% 90% 80% 5-Year Average 70% (Private- 60% for-Life) 50% 40% = 56% 30% 20% 10% 0% 2013 2014 2015 2016 2017
Health Care
Financial Services
TMT 100% 90% 80% 70% 60% 5-Year Average 50% (Private- 40% for-Life) 30% 20% = 36% 10% 0%
2013 2014 2015 2016 2017
Registered
Registration Rights
5-Year Average (Privatefor-Life) = 65%
2013 2014 2015 2016 2017
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Registration Rights U.S. Ratings Breakdown BB
CCC
B
Private-for-Life: 95% from ‘13
Private-for-Life: 205% from ‘13 100%
100%
100%
90%
90%
90%
80%
80%
80%
70%
70%
60%
60% 5-Year Average (Privatefor-Life) = 43%
50% 40%
5-Year Average (Privatefor-Life) = 62%
50%
70% 60% 50%
40%
40%
30%
30%
30%
20%
20%
20%
10%
10%
10%
0%
0%
0% 2013
2014
2015
2016
2017
2013
Private-for-Life
140
5-Year Average (Privatefor-Life) = 75%
2014
2015
2016
Registered
2017
2013
Registration Rights
2014
2015
2016
2017
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Registration Rights U.S. Sponsor Breakdown Non-Sponsor
Sponsor
100%
100% 90%
5-Year Average (Privatefor-Life) = 78%
80% 70%
90% 80% 70%
60%
60%
50%
50%
40%
40%
30%
30%
20%
20%
10%
10% 0%
0% 2013
2014
2015
2016
2013
2017
Private-for-Life
141
5-Year Average (Privatefor-Life) = 49%
Registered
2014
2015
Registration Rights
2016
2017
Covenant Suspension / Fall Away
Overview
Call Protection
Change of Control Portability
Restricted Payments/ Investments
Debt
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Covenant Suspension / Fall Away % of Deals Global
Global 2017 100% 90% 80%
85% 70% 60% 50% 40% 30% 20%
12%
10%
3% 0% 2013
Fall Away
144
Suspension
2014
Neither
2015
2016
2017
Events of Default
Call Protection
Overview
Change of Control Portability
Restricted Payments/ Investments
Debt
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Covenant Suspension / Fall Away Geographic Breakdown EMEA
U.S. 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
Fall Away 2013
2014
2015
2016
2017
2013
Neither
Asia 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
2014
2015
2016
2017
Latin America 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
2013
145
Suspension
100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
2014
2015
2016
2017
2013
2014
2015
2016
2017
Events of Default
Call Protection
Overview
Change of Control Portability
Debt
Restricted Payments/ Investments
Affiliate Transactions
Liens
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Covenant Suspension / Fall Away Deal Size Breakdown Small 100%
100%
100%
90%
90%
90%
80%
80%
80%
70%
70%
70%
60%
60%
60%
50%
50%
50%
40%
40%
40%
30%
30%
30%
20%
20%
20%
10%
10%
10%
0%
0% 2013
2014
2015
2016
2017
0% 2013
2014
Fall Away
146
Large
Medium
2015
2016
2017
Suspension
2013
Neither
2014
2015
2016
2017
Events of Default
Call Protection
Overview
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Covenant Suspension / Fall Away Industry Breakdown Consumer 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% 2013 2014 2015 2016 2017
Real Estate/Gaming 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
2013 2014 2015 2016 2017
100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% 2013 2014 2015 2016 2017
Fall Away
147
2013 2014 2015 2016 2017
Oil & Gas
Industrials 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
2013 2014 2015 2016 2017
Health Care
Financial Services
TMT 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
2013 2014 2015 2016 2017
Suspension
Neither
2013 2014 2015 2016 2017
Call Protection
Overview
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Covenant Suspension / Fall Away Ratings Breakdown BB
B
100%
100%
100%
90%
90%
90%
80%
80%
80%
70%
70%
70%
60%
60%
60%
50%
50%
50%
40%
40%
40%
30%
30%
30%
20%
20%
20%
10%
10%
10%
0%
0%
0% 2013
2014
2015
2016
2017
2013
Fall Away
148
CCC
2014
2015
2016
Suspension
2017
Neither
2013
2014
2015
2016
2017
Events of Default
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Covenant Suspension / Fall Away Sponsor Breakdown Sponsor
Non-Sponsor
100%
100%
90%
90%
80%
80%
70%
70%
60%
60%
50%
50%
40%
40%
30%
30%
20%
20%
10%
10% 0%
0% 2013
2014
2015
2016
Fall Away
149
2013
2017
Suspension
Neither
2014
2015
2016
2017
Events of Default
Collateral
Overview
Call Protection
Change of Control Portability
Restricted Payments/ Investments
Debt
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Secured vs. Unsecured % of Deals Global 2017
Global % of Secured Deals
100% 90% 80% 70% 60%
40%
50% 5-Year Average = 35%
40%
60% 30% 20% 10% 0%
Secured
152
Unsecured
2013
2014
2015
2016
2017
Call Protection
Overview
Change of Control Portability
Debt
Restricted Payments/ Investments
Affiliate Transactions
Liens
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Secured vs. Unsecured % of Secured Deals Geography
Deal Size
100%
100%
90%
90%
80%
80% 5-Year Average = 61%
70%
70%
60%
60%
50%
50%
40% 30%
40%
5-Year Average = 24%
30%
20%
20%
10%
10%
0%
0% U.S.
EMEA
Asia
Latin America
2013
153
2014
Small
2015
2016
Medium
2017
Large
Events of Default
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Affiliate Transactions
Liens
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Secured vs. Unsecured % of Secured Deals Industry 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% Consumer
Financial Services
Health Care
2013
154
Real Estate/Gaming
2014
2015
2016
Industrials
2017
Oil & Gas
TMT
Events of Default
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Affiliate Transactions
Liens
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Secured vs. Unsecured % of Secured Deals Ratings 100% 90% 80% 70% 60% 5-Year Average = 44%
50% 40% 30%
5-Year Average = 26%
5-Year Average = 22%
20% 10% 0% BB
B
2013
155
2014
2015
CCC
2016
2017
Collateral
Events of Default
Overview
Change of Control Portability
Call Protection
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Priority of Collateral Package % of Secured Deals Global 2017
Global
100% 90% 80% 70%
23%
5-Year Average (First Lien) = 61%
60% 50%
12% 65%
40% 30% 20% 10% 0% 2013
First Lien
156
Second Lien
2014
Split Lien
2015
2016
2017
Call Protection
Overview
Change of Control Portability
Restricted Payments/ Investments
Debt
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Priority of Collateral Package Geographic Breakdown U.S.
EMEA
100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
5-Year Average (First Lien) = 39%
First Lien 2013
2014
2015
2016
Second Lien
2017
100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
5-Year Average (First Lien) = 84%
157
2014
2015
5-Year Average (First Lien) = 84%
2013
2014
Split Lien
Asia
2013
100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
2016
2017
2015
2016
2017
Latin America 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
5-Year Average (First Lien) = 80%
2013
2014
2015
2016
2017
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Priority of Collateral Package Deal Size Breakdown Small
Medium
Large
100%
100%
100%
90%
90%
90%
80%
80%
80%
70%
70%
70%
5-Year Average (First Lien) = 61%
50%
5-Year Average 60% (First Lien) = 59% 50%
40%
40%
40%
30%
30%
30%
20%
20%
20%
10%
10%
10%
60% 50%
0%
60%
0% 2013
2014
2015
2016
2017
158
0% 2013
First Lien
5-Year Average (First Lien) = 64%
2014
2015
2016
Second Lien
2017
2013
Split Lien
2014
2015
2016
2017
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Priority of Collateral Package Industry Breakdown Consumer 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
100% 90% 5-Year 80% 70% Average (First Lien) 60% 50% = 66% 40% 30% 20% 10% 0%
100% 90% 80% 5-Year 70% Average (First Lien) 60% 50% = 58% 40% 30% 20% 10% 0% 2013 2014 2015 2016 2017
Real Estate/Gaming 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
Oil & Gas
Industrials 100% 90% 80% 70% 5-Year 60% Average 50% (First 40% Lien) 30% = 49% 20% 10% 0% 2013 2014 2015 2016 2017
First Lien
159
5-Year Average (First Lien) = 43%
2013 2014 2015 2016 2017
2013 2014 2015 2016 2017
100% 90% 80% 5-Year 70% Average 60% (First 50% Lien) 40% = 63% 30% 20% 10% 0% 2013 2014 2015 2016 2017
Health Care
Financial Services
TMT 5-Year Average (First Lien) = 69%
2013 2014 2015 2016 2017
Second Lien
Split Lien
100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
5-Year Average (First Lien) = 76%
2013 2014 2015 2016 2017
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Affiliate Transactions
Liens
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Priority of Collateral Package Ratings Breakdown BB
B
CCC
100%
100%
100%
90%
90%
90%
80%
80%
80%
5-Year Average (First Lien) = 74%
70%
70%
70% 5-Year Average (First Lien) = 59%
60%
60%
50%
50%
40%
40%
40%
30%
30%
30%
20%
20%
20%
10%
10%
10%
0% 2014
2015
2016
2017
2013
First Lien
160
50%
5-Year Average (First Lien) = 32%
0%
0% 2013
60%
2014
2015
2016
Second Lien
2013
2017
Split Lien
2014
2015
2016
2017
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Merger Covenant
Asset Sales
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Priority of Collateral Package Sponsor Breakdown Sponsor
Non-Sponsor
100%
100%
90%
90%
80%
80% 5-Year Average (First Lien) = 60%
70% 60%
5-Year Average (First Lien) = 61%
60%
50%
50%
40%
40%
30%
30%
20%
20%
10%
10%
0%
0% 2013
2014
2015
2016
First Lien
161
70%
2017
2013
Second Lien
2014
Split Lien
2015
2016
2017
Overview
Call Protection
Change of Control Portability
Restricted Payments/ Investments
Debt
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Voting Requirement to Release All or Substantially All Collateral % of Deals Global 2017
Global 100%
10%
8%
90% 80% 70% 60% 50%
32% 39%
40% 30% 20% 10% 0%
10%
Majority
162
2013
66 2/3%
75%
2014
90–95%
2015
100%
2016
2017
Call Protection
Overview
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Voting Requirement to Release All or Substantially All Collateral Geographic Breakdown U.S.
EMEA
100%
100%
90%
90%
80%
80%
70%
70%
60%
60%
50%
50%
40%
40%
30%
30%
20%
20%
10%
10%
0% 2013
2014
2015
Majority
163
2016
0%
2017
66 2/3%
2013
75%
90–95%
2014
100%
2015
2016
2017
Overview
Call Protection
Change of Control Portability
Restricted Payments/ Investments
Debt
Affiliate Transactions
Liens
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Voting Requirement to Release All or Substantially All Collateral Rating Breakdown BB
B
CCC
100%
100%
100%
90%
90%
90%
80%
80%
80%
70%
70%
70%
60%
60%
60%
50%
50%
50%
40%
40%
40%
30%
30%
20%
20%
10%
10%
30% 20% 10% 0% 2013
2014
2015
2016
Majority
164
2017
0% 2013
66 2/3%
2014
75%
2015
2016
2017
90–95%
0% 2013
100%
2014
2015
2016
2017
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Voting Requirement to Release All or Substantially All Collateral Sponsor Breakdown Sponsor
Non-Sponsor
100%
100%
90%
90%
80%
80%
70%
70%
60%
60%
50%
50%
40%
40%
30%
30%
20%
20%
10%
10%
0%
0% 2013
2014
2015
Majority
165
2016
66 2/3%
2017
2013
75%
90–95%
2014
2015
100%
2016
2017
Events of Default
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Required Percentage to Accelerate % of Deals Global 2017
Global % of Deals with Noteholders Holding 30% of Notes or Greater Required to Accelerate
50%
26% 40%
166% from ‘13 30% 5-Year Average = 18%
20%
74%
10%
0%
25%
168
30%+
2013
2014
2015
2016
2017
Events of Default
Call Protection
Overview
Change of Control Portability
Restricted Payments/ Investments
Debt
Affiliate Transactions
Liens
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Required Percentage to Accelerate % of Deals with Noteholders Holding at least 30% of Notes Required to Accelerate Geography
Deal Size
50%
50%
40%
40%
30%
30%
20%
20%
10%
10%
----
0% U.S.
EMEA
---- ---- ---- ---- ----- ---- ---- ----Asia
-----
169
Indicates no reviewed deals contained term
0%
Latin America
2013
2014
181% from ‘13
Small
2015
2016
Medium
2017
Large
Call Protection
Overview
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Required Percentage to Accelerate % of Deals with Noteholders Holding at least 30% of Notes Required to Accelerate Industry 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% -----
0% Consumer
Financial Services
----Health Care
2013 -----
170
Indicates no reviewed deals contained term
Real Estate/Gaming
2014
2015
Industrials
2016
2017
Oil & Gas
TMT
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Required Percentage to Accelerate % of Deals with Noteholders Holding at least 30% of Notes Required to Accelerate Ratings 100% 90% 80% 70% 60% 50% 5-Year Average = 37%
40% 30% 5-Year Average = 17%
20% 5-Year Average = 12%
10% 0% BB
B
2013
171
2014
CCC
2015
2016
2017
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Affiliate Transactions
Liens
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Required Percentage to Accelerate % of Deals with Noteholders Holding at least 30% of Notes Required to Accelerate Sponsor
Non-Sponsor
100%
100%
90%
90%
80%
80%
70% 60%
70%
161% from ‘13
60%
50% 40%
50% 5-Year Average = 40%
40%
30%
30%
20%
20%
10%
10%
0%
0%
2013
172
2014
2015
5-Year Average = 6.8%
2016
2017
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Affiliate Transactions
Liens
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Events of Default
Cross-Acceleration Threshold % of Total Assets Global
Geography
4%
4%
3%
3%
2%
5-Year Average = 1.8%
2%
1%
1%
0%
0% U.S.
2013
173
2014
2015
2016
EMEA
2017
Asia
Latin America
Call Protection
Overview
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Cross-Acceleration Threshold % of Total Assets Deal Size
Industry
4% 4%
3% 3%
2% 2%
1%
1%
0%
0% Small
Medium
Large
2013
174
2014
2015
2016
2017
Collateral
Events of Default
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Cross-Acceleration Threshold % of Total Assets Ratings 4%
3%
2%
5-Year Average = 2.0%
5-Year Average = 1.8%
5-Year Average = 1.5%
1%
0% BB
B
2013
175
2014
2015
CCC
2016
2017
Events of Default
Overview
Call Protection
Change of Control Portability
Debt
Restricted Payments/ Investments
Liens
Affiliate Transactions
Asset Sales
Merger Covenant
Registration Rights
Covenant Suspension / Fall Away
Collateral
Cross-Acceleration Threshold % of Total Assets Sponsor
Non-Sponsor 4%
4%
3%
3% 5-Year Average = 2.2%
2%
2%
1%
1%
0%
0%
2013
176
2014
2015
5-Year Average = 1.6%
2016
2017
Events of Default
Thank you A very special thanks to the following Capital Markets & Leveraged Finance Analysts and Staff for their contributions to the 2018 Global High-Yield Bond Study:
Analysts
Anthony McIntyre
James Duong
Marcello Padula
Staff Bruce Davies, Hillary Ledford, Norman Rivera and Jennifer Talbott
177
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