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KeyBanc Capital Market’s Private Capital Group
The Private Capital Group at KeyBanc Capital Markets (“KBCM”) is a dedicated private capital effort
responsible for the private placement of debt and equity securities with substantial expertise across industries
and investment stages. Primarily, we place minority equity investments and junior / subordinated debt for
middle market companies with institutional investors. Through extensive transaction experience, deep
expertise in focused KBCM verticals and industry established relationships with institutional and private
investors, the Private Capital Group helps clients raise capital for growth, liquidity events, ownership
transitions, recapitalizations and acquisitions.
For additional information regarding KBCM's Private Capital Group or
this newsletter, please contact the individuals listed below:
Andrew Frawley
216.689.4288
Ante N. Turcinov
216.689.3749
Junior Debt Market Analysis Q2 2011 – Q2 2013
Junior Debt Market Analysis
2
KeyBanc Capital Markets (“KeyBanc” or “KBCM”) is a trade name under which corporate and investment banking products and services of KeyCorp
and its subsidiaries, KeyBanc Capital Markets Inc., Member NYSE/FINRA/SIPC, and KeyBank National Association (“KeyBank N.A.”), are
marketed. Securities products and services are offered by KeyBanc Capital Markets Inc. and by its licensed securities representatives. Banking
products and services are offered by KeyBank N.A.
A number of our corporate and institutional team members are employed by both KeyBanc Capital Markets Inc. and KeyBank N.A. These “dual
employees” are licensed securities representatives of KeyBanc Capital Markets Inc., and they are there to better serve your needs, by making
available both securities and banking products and services.
Further, in connection with our effort to deliver a comprehensive array of banking and securities products and services to you in a seamless manner,
from time to time KeyBank N.A. and KeyBanc Capital Markets Inc. will share with each other certain non-public information that you provide to us.
Of course, as always, this information will not be shared or otherwise disclosed outside of the KeyCorp organization without your express
permission. Please also be assured that, as with other banks and broker-dealers, KeyBank N.A. and KeyBanc Capital Markets Inc. adhere to
established internal procedures to safeguard your corporate information from areas within our organization that trade in or advise clients with
respect to the purchase and sale of securities.
KEYBANC CAPITAL MARKETS INC. IS NOT A BANK OR TRUST COMPANY AND IT DOES NOT ACCEPT DEPOSITS. THE OBLIGATIONS
OF KEYBANC CAPITAL MARKETS INC. ARE NOT OBLIGATIONS OF KEYBANK N.A. OR ANY OF ITS AFFILIATE BANKS, AND NONE OF
KEYCORP’S BANKS ARE RESPONSIBLE FOR, OR GUARANTEE, THE SECURITIES OR SECURITIES-RELATED PRODUCTS OR
SERVICES SOLD, OFFERED OR RECOMMENDED BY KEYBANC CAPITAL MARKETS INC. OR ITS EMPLOYEES. SECURITIES AND
OTHER INVESTMENT PRODUCTS SOLD, OFFERED OR RECOMMENDED BY KEYBANC CAPITAL MARKETS INC., IF ANY, ARE NOT
BANK DEPOSITS OR OBLIGATIONS AND ARE NOT INSURED BY THE FDIC.
This information is provided in confidentiality and is not to be shared by the principals with third parties.
Disclosure
Junior Debt Market Analysis
3
has acquired the Supply Chain Operation of
Sole Lead Arranger,
Sole Bookrunner &
Administrative Agent
March 2013
$110,000,000
Senior Secured Credit Facilities
KeyBanc Capital Markets and Private Capital Group Overview
Corporate and Investment bank focused on the middle market
Capital Markets Products and Services:
– Mergers & Acquisitions
– Debt and Equity Capital Markets
Over 550 bankers in 10 offices: Atlanta, Boston, Charlotte, Chicago, Cleveland,
Dallas, Houston, New York, San Francisco and Seattle
Over 60 senior and associate equity research analysts, tracking more than 500
companies across four major industry sectors
The Private Capital Group (“PCG”) is a dedicated private capital effort
responsible for the private placement of debt and equity securities
– Substantial expertise across industries and investment stages
Place minority equity investments and junior / junior / subordinated debt for
middle market companies with institutional investors
Sole Community Banking Offices (11 States)
Sole Corporate Banking Offices (14 States)
Headquarters: Cleveland, OH
Combined Corporate and Community Banking Offices (3 States)
KeyBanc Capital Markets and Private Capital Group Select Transactions
December 2012
Exclusive Financial Advisor
$16,000,000
Private Placement
March 2013
Sole Placement Agent
$25,000,000
Private Placement
has received funding from
November 2011
Exclusive Financial Advisor and
Sole Placement Agent
$75,000,000
Private Placement
June 2013
Joint Lead Arranger,
Joint Bookrunner &
Administrative Agent
$237,000,000
Senior Secured Credit Facilities
October 2011
Co Sell-Side Advisor
has been acquired by
a portfolio company of
I. Executive Summary
April 2013
Joint Lead Arranger,
Joint Bookrunner &
Administrative Agent
$180,000,000
Senior Secured Credit Facility
September 2010
Exclusive Financial Advisor and
Sole Placement Agent
has received funding in the form
of $6,000,000 Series A
Convertible Preferred Stock from
August 2009
Financial Advisor
Senior Secured Credit Facilities
Common Stock Offering
September 2010
Co Sell-Side Advisor
$65,000,000
Senior Secured Credit Facility
a portfolio company of
September 2010
Exclusive Financial Advisor
$15,000,000
Private Placement
Mezzanine Debt
a portfolio company of
has received a minority investment from
January 2012
Exclusive Financial Advisor and
Sole Placement Agent
– Debt Capital Markets
– Private Capital
Junior Debt Market Analysis
4
Executive Summary
Since Q2 of 2011, KeyBanc Capital Markets has conducted a quarterly survey of mezzanine and junior debt
participants to measure market conditions and transaction terms
The junior debt capital markets (including mezzanine, subordinated, second lien structures, etc.) are not as well documented or
organized as the senior debt markets or the equity or venture capital markets
– This challenge is even more pronounced in the lower end of the middle market; typically companies less than $50 million of EBITDA
Our survey and resulting newsletter is an attempt to address the lack of market information noted above
We have been conducting our survey for the last eight quarters and have aggregated the data for review and analysis
– In this study, we share with you the results of our survey from the past two years and provide other anecdotal observations to bring you our
state-of-the-market perspective
I. Executive Summary
Junior Debt Market Analysis
5
Executive Summary (cont’d)
In a typical quarter, junior capital providers who respond to our survey:
Have $210.3 million
available to invest
A typical investment size of
$16.7 million per transaction
May or may not need to
begin fundraising in the next
twelve months, but expect
that process to take 11.3
months
Generally speaking, funds
are getting larger and capital
providers are looking to put
larger amounts of capital in
each transaction
Transaction Flow /
Closed Transactions
Transaction
Structure Terms and Conditions Fund Overview
See opportunities from a
range of sources, with 63.8%
involving a sponsor
Look at 36.6 opportunities
across a broad range of
industries
Submit 4.8 LOIs
Close 1.8 transactions
Of note, on average, ~30%
of funds do not close any
transactions during a given
quarter
For completed transactions
– Senior debt to EBITDA
multiple is 3.1x
– Total debt to EBITDA
multiple is 4.1x
The typical capital structure
includes
– 16.9% of junior debt
– 34.5% of equity
The average
– Cash pay rate is 12.9%
– Average PIK rate is 3.1%
– Total expected IRR is
16.5%
61.2% of transactions have
warrants equal to 4.9% of
the fully-diluted equity
The average no call period
(or lack thereof) is highly
negotiated on a transaction-
to-transaction basis
The average prepayment
penalty is 3.0% (in the first
year)
I. Executive Summary
Junior Debt Market Analysis
6
KBCM Junior Debt Market Analysis Debt providers continue to consider a broad range of industries and many continue to be industry generalists
– Almost half of our respondents do not have any industry focus
There is general consistency over the last four quarters
Industries of Interest
Transportation & Logistics
Consumer
Business Services
Healthcare
Professional, Scientific, and Technical Services
Information Services
Education
Technology
Construction, Eng. and Infrastructure Services
Basic Materials
Energy and Utilities
Industrial Manufacturing
Finance & Insurance
Hospitality
Real Estate
Other
Do not have any industry specialization
Media & Telecom
Q3 2012
37%
35%
57%
33%
22%
37%
33%
18%
12%
12%
14%
41%
12%
2%
-
4%
39%
-
Q1 2013
39%
46%
57%
41%
33%
33%
33%
20%
13%
22%
17%
43%
28%
15%
2%
4%
48%
2%
Q2 2013
19%
14%
24%
19%
14%
14%
14%
19%
10%
5%
10%
24%
10%
5%
-
-
71%
-
Q4 2012
45%
45%
55%
43%
33%
34%
28%
16%
21%
33%
26%
45%
10%
5%
2%
2%
41%
-
II. Fund Profiles
Junior Debt Market Analysis
7
KBCM Junior Debt Market Analysis
Capital for Deployment
Typical Investment Size
Significant capital remains available as debt providers flush with
cash continue to seek investment opportunities
59.3% of funds reported having more than $100 million of capital
available
Funds with more than $100 million to invest have become a
larger part of the overall market
Increased competition for opportunities / lack of companies
seeking capital may be driving increased levels of capital
available
72.0% of respondents indicated having a typical investment size
of $5 - $25 million
Debt providers seeking to place at least $25 million per
investment have almost tripled since Q2 2012
– Larger funds seeking to deploy capital efficiently, i.e. in larger
amounts
– In our experience (and supported by this data), there are
essentially two primary junior debt markets
• One for companies with >$10 million of EBITDA
• One for companies with <$10 million of EBITDA
Investments of <$5 million have decreased significantly over the
past eight quarters
II. Fund Profiles
21%30%
23%34%
24%16% 21% 22%
10%
32%28%
25% 7%
10% 20% 16% 15%
14%
22%26%
30% 40%
37%40% 42% 46%
43%
13%9% 15% 10%
17% 12% 5%14%
12% 9% 8% 9% 12% 12% 16% 15% 19%
0%
25%
50%
75%
100%
Q2 2011 Q3 2011 Q4 2011 Q1 2012 Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013
% o
f R
es
po
nd
en
ts
<$50M $50M - $99M $100M - $250M $251M - $500M >$500M
23% 19% 15%8% 5% 4% 5% 7% 5%
36% 46%
38%42%
33% 33% 35% 33%24%
31% 23%
31% 34%50%
38% 37% 42%
43%
9% 10% 16% 16% 10%25% 23% 18%
29%
0%
25%
50%
75%
100%
Q2 2011 Q3 2011 Q4 2011 Q1 2012 Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013
% o
f R
es
po
nd
en
ts
<$5M $5M - $10M $11M - $25M $26M - $50M >$50M
Junior Debt Market Analysis
8
KBCM Junior Debt Market Analysis
Commentary
Given current capital availability and competition among
providers, anticipated fundraising activity remains modest
As expected, ~50% of respondents do not anticipate fundraising
in the next 12 months, with the remainder anticipating
fundraising more than 12 months out or undecided
The majority of respondents believe it would take substantially
longer than 6 months to raise a new fund
– 50% believe fundraising would take more than a year
II. Fund Profiles
New Fund Raises in the Next Twelve Months
Time Needed to Raise a New Fund
49% 45% 49%42% 41% 41% 46% 46%
29%
43% 45%44%
48% 51% 49% 36% 39%
48%
9% 11% 7% 10% 7% 10%18% 15%
24%
0%
25%
50%
75%
100%
Q2 2011 Q3 2011 Q4 2011 Q1 2012 Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013
% o
f R
es
po
nd
en
ts
Yes No Undecided
24%37%
5%
24% 20% 15% 19%
33%
33%
43%
23%45% 58%
38%
50%
33%17%
38% 41%20%
23%
29%50%
10% 13% 14% 12% 15%4%
14%
0%
25%
50%
75%
100%
Q3 2011 Q4 2011 Q1 2012 Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013
% o
f R
es
po
nd
en
ts
<6 months 6 - 12 months 13 - 18 months >18 months
Junior Debt Market Analysis
9
KBCM Junior Debt Market Analysis
Commentary Portfolio Investment Sources
Sponsors continue to be an important avenue for opportunities
– They typically represent 40% to 50% of leads
– They represent ~60% of closed transactions
III. Transaction Flow
Sponsored vs. Non-Sponsored Sources
21% 26% 21%27% 30% 24% 22% 26%
45%43%
45%45% 41% 48% 49%
54%
8% 8% 7%9% 10% 9% 9%
8%26% 23% 26%
19% 19% 19% 21%12%
0%
25%
50%
75%
100%
Q3 2011 Q4 2011 Q1 2012 Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013
% o
f R
es
po
nd
en
ts
Investment Banks PE Sponsor Groups Other Mezzanine Funds Other
64% 59% 62% 63% 64% 62% 66% 61%72%
37% 41% 38% 37% 36% 38% 34% 39%28%
0%
25%
50%
75%
100%
Q2 2011 Q3 2011 Q4 2011 Q1 2012 Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013
% o
f R
es
po
nd
en
ts
Sponsored Non-Sponsored
Junior Debt Market Analysis
10
KBCM Junior Debt Market Analysis
Commentary
LOIs Submitted
Transactions Reviewed
The number of participants closing at least one transaction
increased from 50% in Q1 2013 to 81% in Q2 2013
Significantly more respondents executed at least one
transaction in 2011 vs. 2012, a result of current market
conditions which include:
– Substantial capital (both senior and junior) chasing too few
opportunities
– More aggressive transaction structures
Seasonality
– Although we have a limited sample set, there seems to be an
indications that Q1is a slow quarter for closed transactions
– In both Q1 2012 and 2013, 50% or more of respondents did
not close a transaction
III. Transaction Flow
Transactions Closed
7%7%8% 15% 15%
10%
15%18%
22%31%
26%35%
10%
37%33%
34% 23%
28%22%
43%
37% 33% 37% 40%24% 22%
38%
0%
25%
50%
75%
100%
Q4 2011 Q1 2012 Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013
% o
f R
es
po
nd
en
ts
0 transactions 1 - 5 transactions 6 - 10 transactions
11 - 25 transactions 26 - 50 transactions >50 transactions
8% 13% 11%
59%
30%
60%
69%
57%71%
63% 65%
62%
21%
30%
29%
18%
26%
23% 15% 17%
29%
18%
38%
9% 4%14%
4% 9% 7% 10%
0%
25%
50%
75%
100%
Q2 2011 Q3 2011 Q4 2011 Q1 2012 Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013
% o
f R
es
po
nd
en
ts
0 LOIs 1 - 5 LOIs 6 - 10 LOIs >10 LOIs
23%
4%
21%
53%
24%37% 31%
50%
19%
34%
21%
38%
21%
27%
25%
20%
28%
38%
18%
13%
19%
16%
20%
17%
20%
11%
24%
8%
28%
12%
6%
12%
13%15%
9%
5%7%
6% 14%13%26%
5% 10% 7%
0%
25%
50%
75%
100%
Q2 2011 Q3 2011 Q4 2011 Q1 2012 Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013
% o
f R
es
po
nd
en
ts
0 1 2 3 4 ≥5
Junior Debt Market Analysis
11
KBCM Junior Debt Market Analysis
Total Debt/
EBITDA Ratios <1.5x 1.5x – 1.9x 2.0x – 2.5x 2.6x – 3.0x 3.1x – 3.5x 3.6x – 4.0x 4.1x – 4.5x 4.6x – 5.0x >5.0x
Q4 2011 1.6% 1.9% - 3.2% 13.3% 40.0% 28.3% 6.7% 5.0%
Q1 2012 3.9% 2.1% 2.5% 3.7% 4.0% 42.0% 24.0% 14.0% 3.8%
Q2 2012 - - - 2.7% 7.3% 22.5% 45.0% 15.0% 7.5%
Q3 2012 - - - - 14.3% 18.4% 34.7% 28.5% 4.1%
Q4 2012 - 5.6% - 7.4% 18.5% 20.4% 29.6% 16.7% 1.9%
Q1 2013 - - 2.2% 2.2% 4.3% 21.7% 32.6% 26.1% 10.9%
Q2 2013 - - - 9.5% 14.3% 23.8% 23.8% 23.8% 4.8%
Senior Debt/
EBITDA Ratios <1.5x 1.5x – 1.9x 2.0x – 2.5x 2.6x – 3.0x 3.1x – 3.5x 3.6x – 4.0x 4.1x – 4.5x 4.6x – 5.0x >5.0x
Q4 2011 1.9% 3.3% 25.0% 33.3% 25.0% 10.0% - 1.5% -
Q1 2012 - 8.0% 12.0% 44.0% 26.0% 10.0% - - -
Q2 2012 2.5% - 15.0% 25.0% 52.5% 5.0% - - -
Q3 2012 - - 14.3% 26.5% 32.7% 20.4% 4.1% 2.0% -
Q4 2012 5.6% 7.4% 25.9% 22.2% 37.0% 1.9% - - -
Q1 2013 - 2.2% 17.4% 21.7% 41.3% 15.2% 2.2% - -
Q2 2013 - - 28.6% 28.6% 33.3% 4.8% 4.8% - -
Senior Debt
Total Debt
The majority of transactions are being completed at 2.0x – 3.5x senior leverage
Over the past several quarters, most completed transactions had 3.1x – 5.0x total leverage
III. Transaction Flow
Junior Debt Market Analysis
12
KBCM Junior Debt Market Analysis IV. Transaction Specifics
Cash Payment Requirement
Total IRR Requirement
PIK Rate Requirement
Cash pay has remained consistent in the 11% - 13% range, with
12% remaining (by far) the most common coupon
In our experience, the combination of cash pay plus PIK plus
other elements of return is remarkably consistent from quarter-
to-quarter and year-to-year
The majority of respondents aim for a base-case total IRR
requirement of 15% - 17% with a smaller percentage targeting
total returns greater than 18%
– The consistency in absolute return expectation is surprising,
i.e., why does it not contract in strong credit markets and
expand in weak credit markets?
– I have heard the joke that mezz has been 12 plus 2 since the
Kennedy administration (referring to 12% cash pay and 2%
PIK)
– Junior lenders prefer to differentiate themselves on other
transaction terms, i.e. prepayment penalties, no call periods,
etc.
The average expected IRR over the past eight quarters has
been 16.5%
Currently, most PIK rates are 2%
– Average PIK rate over the past eight quarters has been 3.0%
– Increasing occurrence of no PIK rate over the past five
quarters
– There appears to be some (limited) elasticity in pricing as it
relates to PIK rates
Commentary
6% 6% 5%5% 14% 12% 10% 16%
5%29%
67% 68%64% 55% 63% 62% 55%
64%
43%
16% 11%17%
8%17% 15% 17% 14%11%
7%6%
6% 7% 10%7% 5% 8%
0%
25%
50%
75%
100%
Q2 2011 Q3 2011 Q4 2011 Q1 2012 Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013
% o
f R
es
po
nd
en
ts
<10% 10% 11% 12% 13% 14% 15% >15%
5% 6% 8% 9% 5%7%
7% 6%7%
38%20% 19% 17% 27%28%
20%
10%34%18%
24% 17%20%
34%
19%10%
20% 10% 17%11% 10%
10%5% 16% 20% 19% 6% 5%10%7%
6% 7% 6% 9% 7%10% 5% 6% 10%
0%
25%
50%
75%
100%
Q4 2011 Q1 2012 Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013
% o
f R
es
po
nd
en
ts
≤12% 13% 14% 15% 16% 17% 18% 19% 20% >20%
10% 5% 13% 11% 7% 10%7% 7% 8%
15%9%
14%18%
58% 50% 41%66% 50%
46% 59%67%
13%
19% 31% 35%17% 25%
26% 16%
10%
13%
9%10% 8% 7% 9%
15%
33%
7% 6%
0%
25%
50%
75%
100%
Q2 2011 Q3 2011 Q4 2011 Q1 2012 Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013
% o
f R
es
po
nd
en
ts
Rarely or Never Have PIK Rate ≤1% 2% 3% 4% 5% >5%
Junior Debt Market Analysis
13
KBCM Junior Debt Market Analysis
Percentage of Transactions with Warrants / Equity Upside
Warrant Positions as Percentage of Fully-Diluted Equity
IV. Transaction Specifics
Over the past eight quarters, approximately 85% of respondents
indicated that their transactions have either warrants or equity
upside
– Has remained fairly consistent across the past eight quarters
The amount of warrants / equity upside as noted in survey
responses is substantially higher than we have seen
(anecdotally) in the market
We have recently begun to distinguish “purchased equity”
versus “not purchased equity” in our survey to help us refine our
analysis going forward
Approximately 55% of the respondents reported warrant
positions that represented 5% or more of fully diluted equity
Average of 4.9% of fully-diluted equity
Not only is the incidence of equity upside more commonly noted
in our survey results (as noted above), the amount of the
position as a percent of fully diluted equity as reported is much
higher than we typically see in the limited instances we observe
it in the market
5%12% 16% 12% 12% 10%
19% 16% 13%19%7%
9% 11% 14% 20% 6% 13%9%
10%18% 9% 12%12%
13%
6%7% 16%
10%
38%30%
39%41% 30%
38%36%
40% 33%
25%36%
26% 20%28% 31% 27% 22% 24%
0%
25%
50%
75%
100%
Q2 2011 Q3 2011 Q4 2011 Q1 2012 Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013
% o
f R
es
po
nd
en
ts
Never ≤10% 11% - 25% 26% - 50% 51% - 99% 100%
7% 7% 5% 6% 11%
18%
9%9%
13%18% 17% 6%
15%10%
13%27%
28%20%
23%13% 21% 24%
20%
13% 7%
19%
13% 6% 8%10%
15%
15% 21%
19%
20%23%
11% 11%
17% 30%
34% 34%
18%
35%28%
47% 43%32%
25%
0%
25%
50%
75%
100%
Q2 2011 Q3 2011 Q4 2011 Q1 2012 Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013
% o
f R
es
po
nd
en
ts
≤1% 2% 3% 4% 5% >5%
Junior Debt Market Analysis
14
KBCM Junior Debt Market Analysis
Percentage of Transactions with No-Call Periods
Percentage of Transactions with Prepayment Penalties
The vast majority of transactions (>90%) have some form of
prepayment penalty
Interestingly, a small but consistent percentage of respondents
(5% - 7%) report having no prepayment penalty in place for
transactions that occurred over the past eight quarters
IV. Transaction Specifics
Most respondents reported having some form of call protection
over the past eight quarters
On average, 34.6% of respondents indicated that they have no
call protection in place (across past eight quarters), while 23.1%
indicated they have it in all cases
Clearly a highly negotiated point that differs from transaction to
transaction 42% 40% 37%27% 32% 29%
36% 33%
9% 11%
8%9%
7%
9%
7% 9%
8%5%
9%
14%
7% 7%
6% 23%6% 7%
11%
5%
20%5%
18%17%
21% 20%
14%
38%
16%28% 27%
20%28% 27%
16%24%
0%
25%
50%
75%
100%
Q3 2011 Q4 2011 Q1 2012 Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013
% o
f R
es
po
nd
en
ts
0% 1% - 10% 11% - 25% 26% - 50% 51% - 99% 100%
5% 7% 6% 6% 6% 6% 5%5%
5% 5%9%
7%5% 8% 6%
9%27%
12% 11%22%
15%20%
16% 29%
66% 69% 68% 68% 67%59%
66% 62%
0%
25%
50%
75%
100%
Q3 2011 Q4 2011 Q1 2012 Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013
% o
f R
es
po
nd
en
ts
0% 1% - 10% 11% - 25% 26% - 50% 51% - 99% 100%
Junior Debt Market Analysis
15
KBCM Junior Debt Market Analysis V. Second Lien
Commentary
Second Lien Providers are Active Market Participants
Willingness to Complete a Second Lien Deal
The majority of respondents are willing to consider a second lien
structure
– Of note, we see junior capital providers consistently ask for a
second lien (even if a company has a limited asset base, etc.)
– We believe this is a logical request for capital providers to
pursue, and typically not a logical request for the issuer to
grant
More respondents (~67%) would consider a unitranche structure
in a transaction
– We have seen a willingness to do a unitranche structure as a
competitive differentiator among capital providers
Willingness to Provide a Unitranche Structure
78%68% 69% 72% 75% 74% 73%
81%
22%32% 31% 28% 25% 26% 27%
19%
0%
25%
50%
75%
100%
Q3 2011 Q4 2011 Q1 2012 Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013
% o
f R
es
po
nd
en
ts
Yes No
33%45%
53% 51%44% 39%
62% 62%
67%55%
47% 49%56% 61%
38% 38%
0%
25%
50%
75%
100%
Q3 2011 Q4 2011 Q1 2012 Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013
% o
f R
es
po
nd
en
ts
Yes No
37% 43% 39% 37% 40% 42%56%
67%
63% 57% 61% 63% 60% 58%44%
33%
0%
25%
50%
75%
100%
Q3 2011 Q4 2011 Q1 2012 Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013
% o
f R
es
po
nd
en
ts
Yes No
Junior Debt Market Analysis
16
KBCM Junior Debt Market Analysis
Biggest Challenge Facing Junior Debt Providers
VI. Conclusion
Respondents have remained consistently and evenly split
regarding market challenges facing the junior debt market over
the past five quarters
Given the current interest rate environment, increased
competition from other debt providers is a major challenge,
which may persist as more market participants try to put capital
to work in the short-term
18%25% 23% 20% 19% 21% 22% 22%
22% 21% 22% 23% 21%44%
18% 28%
21% 21% 21% 22% 23%
36%
26%21%
16% 18% 17% 16% 15%19%
15% 15% 14% 12% 12%31%
9% 6% 6% 5% 5% 6%
0%
25%
50%
75%
100%
Q3 2011 Q4 2011 Q1 2012 Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013
% o
f R
es
po
nd
en
ts
Debt Market Unitranche Structure Capital Provider Competition
Company Uncertainty Economy Other