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State of the Debt
                                                                                      Capital Markets
   ADDRESSING THE DEBT FINANCING NEEDS OF MIDDLE MARKET COMPANIES AND FINANCIAL SPONSORS
Volume IV, Issue I                                                                                                      February 2012

         Contents                    Lampert Debt Advisors specializes in struc-
                                     turing and raising capital for middle market
 Summary………………….1                    companies. We are dedicated to meeting the
                                     debt financing needs of privately-owned,
 The Economy……………..2
                                     sponsor-backed and publicly traded growth
 Leveraged Loans…………5                companies. We focus on companies seeking
                                     to raise between $10 and $125 million
 High-Yield……….............. 6       through the placement of creative financing
                                     solutions.   Our principals have completed
 About Us…..……………...8
                                     over $20 billion in financings across a diverse
                                     range of industries and financing structures.
    By the Numbers

                                     Summary
       Unemployment

        8.3% (January)               The Economy
                                     ♦ Despite the lingering uncertainties surrounding the Eurozone economic crisis and domestic
          Prime Rate                     tax policy, the Fed’s heightened transparency with respect to target interest rates and the
                                         rate of inflation has been a beacon guiding investors and corporations towards a more sub-
             3.25%                       dued view of risk and opportunity.
                                     ♦ The FOMC consensus regarding the appropriate timing of interest rate increases is 2014,
       Treasury Yields                   with the expected Fed Funds Rate being 1-2%.
                                     ♦ The U.S. consumer is beginning to show stirrings of renewed confidence evidenced by m-o
     2-Year Note—0.286%                  -m increases in consumer spending and strong gains in the Consumer Sentiment Index,
                                         which reached 74.0 in mid-January.
     10-Year Note—2.01%              ♦ The U.S. employment picture continues to show improving strength; payrolls increased by
                                         155k per month in 4Q, a meaningful increase from the 100k average monthly additions
         EURO/USD                        over the first nine months of 2011.
                                     ♦ We project of strong and vibrant economy in 2012, with core inflation on par with the Fed
            $1.3242                      target of 2% and an unemployment rate nearing 7.5% by year-end.
                                     Leveraged Loans
         3-mo LIBOR
                                     ♦ 2011 was a year characterized by extremes. New-issue volume of $373.1 billion represent-
             0.49%                       ed the highest annual total since the halcyon days of 2007; buoyed by massive inflows to
                                         prime funds in the first half of the year, approximately 75% of the volume occurred be-
                                         tween January and July.
    LIBOR Swaps (USD)
                                     ♦ With demand for loans aplenty and limited supply to match, borrowers seized the oppor-
                                         tunity to pursue aggressive structures such as dividend recapitalizations and covenant-lite
       2-year—0.582%
                                         facilities.
       5-year— 1.146%                High-Yield
                                     ♦ The U.S. high-yield market had a weaker 2011 than 2010, negatively impacted in the se-
   Leveraged Loan Volume                cond half of the year by the Eurozone crisis and weak economic indicators at home. New-
                                        issue volume fell to $218 billion from the 2010 record high of $287 billion.
      $373 billion (2011)            ♦ The fundamentals of the U.S. high-yield market remain sound as we enter 2012. Improved
                                        credit quality and balance sheet health are insulating companies from intermi ent market
     High-Yield Volume                  jolts stemming from the Eurozone crisis, the improving US economy health and see-sawing
                                        investor confidence.
      $218 billion (2011)            ♦ Windows of market stability should provide a positive environment for positive funds
                                        flows, improved market liquidity and new issuance activity.


 Lampert Debt Advisors           |   888 Seventh Avenue, 17th Floor       |    646.367.4660    |   www.lampertdebtadvisors.com
The Economy
Creating Certainty in an Uncertain Economic                     en a boon to both the debt and credit markets. The dis-
Environment                                                     closures of Fed interest rate predictions not only make
                                                                risk more bearable to investors, but suggest a longer
We meet the New Year buffeted by the countervailing
                                                                lasting accommodative monetary policy that also serves
winds of a continuing crisis in Europe and a remarka-
                                                                to reduce economic risk. The result is that the Fed has
bly resilient U.S. economy. As we survey the outlook
                                                                catalyzed a virtuous cycle of reinforcing consumer and
for 2012, we are struck by the massive uncertainties that
                                                                business actions that will enable our economy, despite
confront U.S. businesses and consumers alike. Fiscal
                                                                the heightened uncertainties described, to experience
austerity in the U.S. and abroad is no longer a goal; it is a
                                                                superior growth and resource redeployment during 2012
requirement of any nation seeking to access the capital
                                                                (see chart on page 3).
markets on its own or through the good offices of the
European Central Bank. Europe has corralled the prob-           The U.S. Economy
lem of Greece with another debt restructuring scheme,
encouraged active fiscal reform in Italy and Spain and           2011 closed on a harmonious chorus of improving con-
kept Portugal liquid through outright purchases of debt         sumer, business and regulatory statistics that bode well
obligations to refund maturities as they come due. Yet,         for continued growth and resurgence during 2012.
the potential for, and depth of, a European recession re-       The U.S. Consumer is beginning to show stirrings of
main all too real as the major European banks seek to           renewed confidence expressed in spending, sentiment
redress their capital inadequacy through asset sales and        and credit expansion. Consumer spending increased in
capital formation exercises. The shortfall exceeds €115         each of the last three months of the year and, while De-
billion and the timeframe for doing so remains short.           cember was an unremarkable 0.1% increase compared to
However, the lack of fiscal enforcement that character-          November’s 0.4% rise, we ascribe the leveling-off to price
izes a critical deficiency of the European monetary un-          declines in key spending components (gas, electronics,
ion finds its parallel in the inability of the European          retail and clothing) rather than complacent spending
Central Bank to enforce the sanitization of European            pa erns. The Consumer Sentiment Index showed a con-
balance sheets over the objections of national banking          tinued rise from 69.9 at the end of December to 74.0 in
regulators. As a result, Europe may lack the credit facili-     mid-January. This continued the trend of nearly continu-
ties necessary to keep its businesses from falling into a       ous increases that commenced last August, although still
recession.                                                      well-below the 100 benchmark last realized prior to the
In the U.S., we confront and compound the uncertainty           recession in early 2008.
surrounding Europe with our own set of self-imposed             The continued deleveraging of consumer balance sheets
uncertainties: (i) Will the bipartisan Super-Commi ee on        has restrained the strength of the economic recovery.
deficit reduction reach agreement or will the automatic          However, after two years of declines in consumer debts
spending cuts required by law kick in? (ii) Will the legis-     outstanding, 2011 experienced accelerating quarterly
lature extend the current tax rate regime that expires at       growth culminating in back-to-back $20 billion increases
the end of the year or will we revert to the pre-2003           for November and December, reflecting absolute increase
scheme? If reversion occurs, ordinary income tax rates          levels not seen in over a decade. This represents a nearly
will increase anywhere from 3-5% depending on bracket,          10% annualized increase in consumer credit that we be-
tax rates on qualified dividends will increase from 10% to       lieve represents the long-awaited effect from the Fed’s
ordinary tax rates (as high as 39.6%) and capital gains tax     low interest rate stance. With most of the increase occur-
rates will increase from 15% to 20%, as well as an addi-        ring in non-revolving debt, consumers are benefiting
tional 3.8% Medicare tax on both ordinary income and            from significantly reduced debt service. In fact, consum-
capital gains. Oh, and all these legislative items are to be    er debt service requirements now represent approxi-
dealt with during an election year, a quadrennial event         mately 11% of monthly income, down from 14% in 2008
characterized by political rhetoric that leaves as much         and a level not seen in nearly twenty years.
said as is left undone.
                                                                Consumer sentiment is doubtlessly buoyed by an im-
Amidst this heightened environment of dark uncertainty,         proving employment picture and a benign inflation
Ben Bernanke’s recently enacted policy of expanded              outlook. 4Q brought an average monthly increase in
transparency has been a beacon guiding investors and            payrolls of 155,000, significantly be er than the sub-
corporations toward a more relaxed view of risk and             100,000 net monthly additions experienced during the
opportunity. The result, an increased appetite for risk
and commensurate decline in the price of risk, has prov-


                                                                                                                             -2-
first nine months of 2011. January continued the trend of                                                                                                                were only up 0.8% in 4Q compared to 3.2% in 3Q. The
      accelerating increases by adding 243,000 jobs; our econo-                                                                                                               most recent World Bank estimates of country specific
      my begins to approach the levels of job creation con-                                                                                                                   growth rates pegged the 2012 U.S. growth rate at 2.2%,
      sistent with the levels required to absorb new monthly                                                                                                                  down from the July estimate of 3%. However, we be-
      entrants to the job market. Equally important is the                                                                                                                    lieve U.S. growth will surpass the World Bank esti-
      breadth of increases which extended across most sec-                                                                                                                    mates amid the recovering consumer sector, an im-
      tors including the less-robust construction industry and                                                                                                                proved outlook for the manufacturing and service sec-
      the recently-revitalized manufacturing sector.                                                                                                                          tors, the maintenance of a highly-accommodative mone-
                                                                                                                                                                              tary policy and an election year fiscal policy that will
      The U.S. recovered to more robust growth in 4Q after
                                                                                                                                                                              eschew discipline in favor of fiscal stimulus.
      having drifted lower late in 2Q and throughout 3Q in
      response to the risks of a Eurozone meltdown. GDP                                                                                                                       The Institute of Supply Management’s indices for both
      growth fell to 1.8% during 3Q as consumers and busi-                                                                                                                    manufacturing and non-manufacturing herald continued
      nesses reacted to the risks of a slowing world economy                                                                                                                  growth, with both recording levels above the benchmark
      and foreshadowed the heightened sensitivity of the U.S.                                                                                                                 threshold of 50. The Manufacturing Index ended the
      to offshore shocks. While the U.S. seemingly decoupled                                                                                                                   year at 53.1, capping a two-year run above 50; the Non-
      from the rest of the world with 4Q GDP growth of                                                                                                                        manufacturing Index leaped to 56.8 in January from 53 in
      2.8%, this was largely due to inventory replenishment                                                                                                                   December. Business investment and manufacturing
      and build rather than improving demand. Final sales                                                                                                                     continue to be the continuing sources of strength in our

                                                                                             The Virtuous Cycle of Economic Recovery

                                                                                                                                                 Nondefense Capital Goods Orders, Excluding Aircraft
                                                                                                                            80
                                                                                                                                                                                                    Source: Commerce Department

                                                                                                                            70

                                                                                                                            60


                   Business Investment surged an annualized                                                                 50
                                                                                                            $ in billions




                   16.3% in 3Q, up from 10% in 2Q. Econo-                                                                   40
                   mists expect a continued surge in 4Q and
                                                                                                                            30                                                                                                                          Unemployment drops to 8.3% while new
                   into 2012.
                                                                                                                            20                                                                                                                          hiring accelerates from a 4Q monthly
                                                                                                                                                                                                                                                        average of 137,000 to 243,000, nearing the
                                                                                                                            10
                                                                                                                                                                                                                                                        rate necessary to absorb monthly additions
                                                                                                                            0                                                                                                                           to the workforce.




6%                                 Percent Change in Real Personal Consumption - QoQ                                                                                                                                                                                     Civilian Unemployment Rate
                                                                                 Source: Bureau of Economic Analysis                                                                                                   12%
                                                                                                                                                                                                                                                                                               Source: U.S. Department of Labor, Bureau of Labor Statistics
4%                                                                                       3.6%
                                                                                                                                                                                                                                                                                                       10.0%
                                                                                                              2.0%
2%                                                                                                                                                                                                                     10%


0%
                                                                                                                                                                                                                       8%                                                                                                                             8.3%
-2%

                                                                                                                                                                                                                       6%
-4%

                                                     -5.1%
-6%
       I   II III IV   I    II III IV     I   II III IV      I   II III IV   I   II III IV      I    II III IV                                                                                                         4%
           2006             2007              2008               2009            2010                2011




                                                                 University of Michigan Consumer Confidence Index                                                                        8%                                       Percent Change in Personal Income - YoY
                           100                                                                                                                                                                                                                                                  Source: Bureau of Economic Analysis
                                                                                                          Source: Thomson Reuters/University of Michigan                                                                                                                                  5.8%
                                                                                                                                                                                         6%

                            90                                                                                                                                                                                                                                                                                3.9%
                                                                                                                                                                                         4%


                                                                                                                                                                                         2%
                            80
                                                                                                                                                  75.0
                                                                                                                                     74.3                                                0%

                            70
                                                                                                                                                                                         -2%


                            60                                                                                                                                                           -4%

                                                                                                                                                                                                                                                        -5.1%
                                                                                                                                          55.7                                           -6%
                            50                                                                                                                                                                  I      II   III   IV   I     II     III   IV   I   II    III    IV   I    II   III   IV    I      II    III    IV
                                                                                                                                                                                                        2007                  2008                  2009                   2010                    2011




                                                                                                                                                                                                                                                                                                                                                         -3-
recovery. Business investment surged 16% in 3Q after an        vestment, hiring, spending or cash redeployment deci-
unexpected 10% rise in 2Q. Like many economists, we            sions. Uncertainty creates a lack of confidence that trans-
expect capital investment to continue accelerating into        lates into lower risk decision alternatives and lack of
4Q and beyond as capacity utilization, the tipping point       growth. As Keynes pointed out, economic stimulus re-
for dramatic increases in capital investment, approach-        quires inducing greater spending through confidence.
es the 80% mark.                                               The Fed’s first prediction of future rates served to reduce
                                                               uncertainty about the future course of interest rates; in
In support of the potential for expanded capital spend-
                                                               concert, its second announcement of a 2% targeted rate of
ing, construction spending recorded its fifth straight
                                                               inflation served to dispel any incipient fears of inflation.
month of increases and the 4Q level represented the first
                                                               We believe this two-pronged a ack on uncertainty has
y-o-y increase in three years. While the declines from
                                                               de-coupled our economy from the Eurozone crisis,
2008 to 2010 set a low comparable to surpass, we never-
                                                               stimulated renewed interest in risk assets and height-
theless derive comfort that, with unemployment at 8.3%,
                                                               ened the likelihood of a more robust economy and
improving construction spending will serve to maintain
                                                               more rewarding capital markets.
the momentum in payroll increases and unemployment
rate declines.                                                  Federal Reserve - Appropriate Timing and Pace of Policy
                                                                                       Firming
 Federal Reserve - Industrial Production, Capacity and
                      Utilization




The Federal Reserve’s actions have been precise, on            Initial Outlook for 2012
target and wholly appropriate; moreover, the recently
enacted transparency initiatives of the Fed will go            The World Bank’s estimate for U.S. GDP growth was
down as a seminal event in its history, on par with the        reduced from their July 2011 estimate of 3.0% growth to
landmark decision in the 1980s to target the Fed Funds         2.2% as part of a global correction in their estimates.
Rate rather than the money supply. In January, the Fed         However, we believe that for the reasons described in
made two key disclosures. First, they published the pre-       our review of the interplay between business investment,
dictions of each member of the Fed Open Market Com-            rising confidence and low-cost financing for both con-
mi ee on the timing of rate increases. While the median        sumption and investment decisions, U.S. GDP growth in
is 2014, a number have posited increases to occur even         2012 will be over 2.5% and close to 3%.
later. Overall, the prediction is that the Fed Funds Rate
                                                               Inflation has remained relatively benign with core infla-
will start increasing in 2014 and reach a level of 1-2% that
                                                               tion of 2.2%, just slightly above the Fed target. While the
year. While couched as a “prediction,” the longer-term
                                                               Fed’s accommodative monetary policy would normally
rate of 4-4.5% represents the consensus view of a steady
                                                               give rise to inflationary pressures, we believe the world-
state rate during normal economic conditions.
                                                               wide slowdown, continuing strength of the dollar and
Uncertainty affects decisions by businesses and consum-         the Fed’s vigilant a itude will keep inflationary pres-
ers, whether these are capital investment, financial in-        sures in check.



                                                                                                                             -4-
Given our newfound affinity for the Fed, we are hard-                                 We project a strong and vibrant economy, sustained in-
pressed to predict anything other than 2% core inflation                             creases in employment and investment, strengthened
for 2012.                                                                           consumer confidence and spending and an improved
                                                                                    dollar as the U.S. economy becomes a bulwark against
We believe the decreases in the unemployment rate au-
                                                                                    decelerating growth in the BRIC countries and possible
gurs well for continued improvement throughout the U.S.
                                                                                    declines in the Eurozone. While we remain concerned
economy. However, it will oscillate monthly as rising
                                                                                    about the potential shock impacts from the Eurozone and
confidence and increased hiring encourage the reentry of
                                                                                    the continued drag on our economy from the housing
displaced workers into the workforce. Overall, the
                                                                                    sector, we remain positive about the economy, the debt
strength of both the manufacturing and non-
                                                                                    markets and the potential appreciation in the equity
manufacturing sectors combined with expansionary capi-
                                                                                    markets.
tal investment will increase payroll additions and bring
unemployment down to 7.5% by the end of 2012.

Leveraged Loans
2011 Recap                                                                          issuance, off the 2010 mark by $11.5 billion. Coincidently,
                                                                                    Fed announcements signaling near-zero short-term rates
Despite achieving new-issue loan volume of $373.1 bil-
                                                                                    through 2013 (an outlook since revised to late 2014) gave
lion, the highest such total since 2007, the 2011 loan mar-
                                                                                    way to a mass exodus in retail funds. With limited infla-
ket was characterized by extremes.
                                                                                    tion in the forecast, loan investments lost their appeal as a
The first seven months of the year cultivated an issuer-                             hedging tool and net fund outflows totaled $7 billion in
friendly environment and borrowers flooded the market                                August and September. The loan market deterioration
to refinance existing facilities at a ractive rates. Exuber-                         reached its lowest point the first week in October, when
ance was matched by investors; excess demand enabled                                average secondary bids reached a low of 88.85.
execution of aggressive transactions, such as dividend
                                                                                    The resiliency of the U.S. economy was evident in 4Q
recapitalizations and covenant-lite facilities. YTD July
                                                                                    2011; reservations about domestic economic growth and
2011 saw new-issue volume, average spreads (first-lien
                                                                                    the Eurozone were lessened upon positive news. Lever-
institutional) and average secondary bids (all loans) of
                                                                                    aged loan issuance grew a modest $5.4 billion to $59.2
$283 billion, 435.3 bps, and 94.8, respectively, paired with
                                                                                    billion for the quarter, but outperformed expectations.
$33.1 billion of net fund inflows, as retail investors were
eager to deploy capital into the asset class.                                       A near-term consequence of the Eurozone instability has
                                                                                    been a bifurcation amongst large and small middle mar-
The bullishness subsided in August amid bearish eco-
                                                                                    ket issuers. Reduced lending activity by European banks
nomic reports, political gridlock on Capitol Hill, and con-
                                                                                    during 4Q 2011 has had an adverse impact on pricing
cerns over the fiscal health of the Eurozone. Issuers and
                                                                                    levels. However, the minimal historic presence of Euro-
arrangers alike reassessed acceptable levels of risk caus-
                                                                                    pean banks in the lower middle market has proven to
ing deal-flow to slow to a trickle. Volume for the month
                                                                                    insulate this segment from upward pressure, as pricing
of August came in at $3.12 billion, down $6.2 billion from
                                                                                    remains extremely competitive. In terms of supply, the
August 2010, and September recorded $20.2 billion in
                                                                                    willingness of issuers to pursue debt financing varies by
                        USD New-Issue Loan Volume by Quarter                        region- largely dependent on the performance of domi-
                                                                                    nant industries within each region. Over 4Q 2011 re-
                  200
                                                                  Source: S&P LCD   finance volume held its top position, but fewer issuers are
                                                                                    coming to the table- many addressed near and medium-
                  150                                                               term maturities during the frenzy at the end of 2010 and
                                                                                    the first half of 2011. Middle market leveraged loan issu-
  $ in billions




                                                                                    ance faded to $1.8 billion in 4Q 2011, compared to $3.0
                  100
                                                                                    billion in 3Q 2011 and $3.1 billion in 4Q 2010.

                   50
                                                                                    The relatively steady-state of 4Q 2011 finished with aver-
                                                                                    age first-lien institutional spreads moving down from
                                                                                    the August and September 2011 average of 575 bps to
                   0
                                                                                    514.9 bps. The secondary market rebounded and closed
                                       Institutional   Pro Rata
                                                                                    out the year with average bids at 91.88 (1/4/12). Funds
                                                                                    activity recovered from 3Q 2011, recording net fund in-


                                                                                                                                                    -5-
demand remains subdued.
                     Monthly Fund Flows
                                                                         As the uncertainty wanes and risk becomes appetizing,
          10
                                                       Source: S&P LCD   business managers will move to other strategies in their
                                                                         quest to increase shareholder value- namely, capital ex-
                                                                         penditures and/or M&A. With corporates tentatively
                 5                                                       going forth, middle market bankers eagerly await to re-
 $ in billions




                                                                         fresh a slow new-issue calendar. In the broader primary
                                                                         market, investors are anxious to deploy capital; many
                 0                                                       deals are oversubscribed and flexing in favor of the issu-
                                                                         er. The opportunity for issuers to execute low-cost, ag-
                                                                         gressive structures is in play amidst the ebbing pipe-
                                                                         line.
             -5

                                                                         January 2012 in the Books
                          CLO Issuance   Prime Funds

                                                                         The Fed’s announcement in late-January had minimal
                                                                         impact on the month’s loan metrics and the longer-term
flows of $2.2 billion over the quarter.
                                                                         consequences for supply and demand are still to be deter-
Looking ahead                                                            mined. Through January 26th, new-issue volume of $19.3
                                                                         billion was printed, comparable to the $19.05 billion
The consensus outlook for leveraged loans in 2012 is that
                                                                         achieved to this point in 2011. The health of the second-
there is no consensus, but most agree that the path could
                                                                         ary market continues to improve with average bids com-
easily deviate based on impactful news- one way or the
                                                                         ing in at 93.01 on January 25th.
other.
                                                                         Another positive sign for issuers has been a strong CLO
Many of the elements for a solid year are in place: li-
                                                                         presence; December 2011 inked $1.07 billion of issuance.
quidity abounds at banks, institutional investors and
                                                                         Additionally, four vehicles were priced late in 2011, total-
corporate America; balance sheets have been pruned
                                                                         ing $1.38 billion, from leading institutions like Morgan
and refinanced; cost structures have been scrutinized,
                                                                         Stanley, JP Morgan, UBS and Wells Fargo.
operations streamlined and efficiencies gained. The
looming uncertainty resides in top-line estimates- organic
High-Yield
2011 Recap                                                                                             High-Yield Spreads to Treasuries
Unlike their leveraged loan brethren who just wrapped                                          1000                                                                                    4.25
                                                                                                                                   Sources: BAML and U.S. Department of the Treasury
their best year in terms of volume since 2007, participants
                                                                                               900
in the high-yield market had some extra time on their                                                                                                                                  3.75

hands in 2011. New issue volume was $218 billion, rep-                                         800




                                                                                                                                                                                              10-Year Treasury Yield
                                                                           HY Indice Spreads




resenting a y-o-y decline of 24% from a record $287 bil-                                       700
                                                                                                                                                                                       3.25

lion of new issue volume in 2010.
                                                                                               600
                                                                                                                                                                                       2.75
During the year, ten-year Treasuries benefited from the
                                                                                               500
Fed’s Operation Twist; yields fell to 2% at mid-summer                                                                                                                                 2.25
from 3.36% at the start of the year. High-yield spreads                                        400

shrunk from a starting point of 542 bps to a low of 460                                        300                                                                                     1.75
bps in April. Corporations and PE firms went to market
to take advantage of the unique combination of unprece-                                               HY Master Index   BB Index             B Index               10 Yr Treasury
dented low rates for benchmark Treasuries and the
spread compression induced by more risk-oriented inves-                  bps.
tors. However, the supply of funds eroded during 2Q
and 3Q as the slippage in the U.S. economy and the Euro-                 High-yield bonds continue to be supported by strong
zone crisis stimulated a flight to quality and reduced ap-                corporate and economic fundamentals. Companies to-
petite for risk. While Treasuries have remained within a                 day are in a be er position to withstand a period of eco-
50 bps channel of 2%, spreads rose intermi ently                         nomic weakness. Leverage has declined and companies
                                                                         have
throughout the remainder of the year and closed at 723


                                                                                                                                                                                                                       -6-
been more temperate in their borrowing. The high-yield        Factors Impacting the High-Yield Market in 2012
market remains large, liquid and available to fund com-
                                                              The Economy and High-Yield Spreads
panies with relatively strong fundamentals. In addition,
the seminally low yields on high-yield bonds enables          Spreads, while not nearly as wide as the credit crisis peak
companies to establish exceptional interest and fixed          during 2009 or the 2001 collapse of the technology bubble,
charge coverage ratios despite leverage ratios of 4-5x        have recovered to a ractive levels relative to U.S. corpo-
EBITDA.                                                       rate bonds. The widening over the past summer was re-
                                                              flective of the European debt crisis and Fed monetary
The high-yield market has moved in sympathy with
                                                              policy pressure rather than a weakening of underlying
other risk markets as uncertainty yields to confidence,
                                                              credit quality. Since peaking in October 2011, spreads
dismalness to buoyancy, and retrenchment to inflows.
                                                              have narrowed amongst improving U.S. economic data,
Looking Ahead                                                 ameliorating recessionary risk.

According to the Merrill Lynch High Yield II Master In-       Job creation has picked up- the number of monthly jobs
dex, high-yield bonds are currently yielding approxi-         added over the past four months has averaged 155,500
mately 625-650 bps over comparable Treasuries.                compared with 76,000 for the previous four months. 4Q
Spreads over Treasuries narrowed significantly during          U.S. GDP growth was 2.8%, with a forecast of more than
December as the market was lifted by improved U.S. eco-       2% for 2012 (Bloomberg consensus estimates, 9 January
nomic data and expectations that Eurozone leaders would       2012). High-yield bonds do not need strong growth to
contain the region’s damaging debt crisis. Despite a brief    perform well, but spreads levels between 650-700 bps
year-end rally, spreads still hover above the 25 year aver-   continue to price-in a remote possibility of slowdown.
age of 587 bps and are considerably higher than the 2011
                                                              Decoupling from the European Sovereign Debt Contagion
low of 452 bps in February.
                                                              The high-yield market and other risk asset classes will
The strengthening U.S. economy and strong corporate
                                                              continue to be affected by the EU. Given the magnitude
fundamentals should generally favor high-yield compa-
                                                              of the problems and the protracted nature of a response,
nies. Despite continued spread expansion early in 2012,
                                                              the issues arising from Europe will not recede anytime
we believe the Fed’s announcements of a 2% inflation
                                                              soon. As Greece and the other sovereign credit problems
target, maintenance of Operation Twist, predictions of a
                                                              are resolved through negotiation and European Central
modest Fed Funds rate and the potential for QE3 (third
                                                              Bank buying support, there remains the capital inadequa-
round of Quantitative Easing) will restore confidence and
                                                              cy of most large European Banks. Recent World Bank
risk appetite to the high-yield investment community.
                                                              forecasts of growth posit a slowdown in growth for the
Recent news of an emerging se lement of the Greek debt
                                                              BRIC countries, stagnant activity for the core EU coun-
crisis and a more robust appetite for European periphery
                                                              tries (e.g. Germany, France and the UK) and downturns
countries has served to reduce uncertainty and fear of a
                                                              in the peripheral countries.
European crisis. In the absence of any external shocks,
we remain cautiously optimistic and expect spreads to         However, the strength of the Fed’s early and continuing
tighten towards the historical range of 550-600 bps in        response to the credit crisis and the a endant downturn
2012, providing an a ractive environment for corporate        has enabled the U.S. economy to decouple itself from
issuance. We are advising our clients to stand pat, but       European economic activity. This is equally true for
prepare to enter the market as spreads compress toward        high-yield issuers- approximately 70% of which have no
500 bps. In concert with a 2% Treasury yield, this will       exposure to Europe.
allow issuers to achieve single digit interest rates across
the B-rated to BB-rated spectrum.                             Nevertheless, opportunities will abound for U.S. inves-
                                                              tors to fill the void in Europe left by an undercapitalized
The improving economy should continue to create a             banking sector. Consequently, leveraged finance issuers
favorable environment for positive funds flows from            will have to compete for funds against these European
investors seeking enhanced yield opportunities. Im-           opportunities as local needs may be met by the U.S. lend-
proved balance sheets, cash levels, interest coverage and     ers. Despite near-term stabilization of the sovereign cred-
lower leverage coupled with record low interest rates for     it markets and the decoupling of our economy from Eu-
the foreseeable future, should provide the market with        rope, the potential remains for Europe to influence rates
improved insulation against defaults and support a re-        and volume into 2012.
newal of private equity investment activity.
                                                              Low Default Rates

                                                              While credit quality remains good, we forecast defaults to


                                                                                                                            -7-
increase slightly- albeit off of a very low floor. The early                 We expect new issuance activity in 2012 to remain at
part of the economic recovery was driven by a recovery in                  high levels as the reduced need for refinancing will be
revenue growth. As the economic recovery has pro-                          will largely offset by resurgent private equity activity.
gressed, margin pressures have increased; businesses                       These investors presently sit on an estimated $400 billion
have had less ability to pass-through increasing costs to                  of investment capital that, if deployed, would translate
customers. Yields are currently pricing-in a forecasted                    into $1.3 to $2.0 trillion of transactional debt volume. We
default rate of 3.5% to 4%- low by historical comparison.                  believe that the improving economy and reduced uncer-
                                                                           tainty regarding the outlook for inflation, employment
Decent Fundamentals Support New-Issuance Volume and Sec-
                                                                           and economic activity will stimulate a more robust
ondary Market Liquidity
                                                                           transactional environment than 2011.
Refinancing activity over the past thirty months has suc-
                                                                           Improved liquidity in the secondary market will also
cessfully pushed-out the maturity wall- only limited
                                                                           serve as a solid indicator of the market’s health. Second-
high-yield debt is due to mature in the next three years.
                                                                           ary market liquidity declined in 2011, indicated by met-
Since 2008, combined loan maturities through 2014 have
                                                                           rics such as average trading volume and bond dealer in-
declined from $840 billion to the current level of approxi-
                                                                           ventories. While decreased liquidity is a cyclical recur-
mately $250 billion. Relatively speaking, a ractive refi-
                                                                           rence during increased volatility, decreases caused by
nancing rates earlier in the cycle have reduced the eco-
                                                                           tighter financial regulations would be more troublesome.
nomic incentive for additional refinancings at prevailing
rates.


About Us
Advisory Services: Lampert Debt Advisors is dedicated to meeting the funding and growth needs of companies by advising on
the creation, placement and execution of debt financing solutions. Our team of Debt Capital Markets experts possesses an av-
erage of 20 years of experience in completing transactions. With real time knowledge of the investing interests of over 400
lenders and debt investors and Our Auction Financing Platform, we are positioned to ensure clients of the best possible execu-
tion under prevailing market circumstances. Completed transactions are cost-effective, time-efficient and enable management
to focus on their business success. Lampert Debt Advisors executes transactions through ICM Capital Markets Ltd, a FINRA-
registered broker dealer.

Merchant Banking Funds: In addition, Lampert Debt Advisors has access to private funding for junior capital to be invested in
conjunction with transactions when required to successfully complete financings. Investment funds are designed to provide
capital at levels and under circumstances not typically available in the markets.

Contact Information
                                            Stewart Randy Lampert                               Brian Schofield
                                            President                                           Director
                                            (o): 646-367-4660                                   (o): 646-367-4662
     Lampert Debt Advisors
                                            (c): 914-282-0915                                   (c): 508-561-8799
   888 Seventh Ave.-Suite 1700
                                            randy.lampert@lampertdebtadvisors.com               brian.schofield@lampertdebtadvisors.com
      New York, NY 10019
          646-367-4660                      Nelson Ng                                           Phil Neal
                                            Director                                            Associate
                                            (o): 646-367-4661                                   (o): 646-367-4663
                                            (c): 917-748-7985                                   (c): 913-231-8982
                                            nelson.ng@lampertdebtadvisors.com                   philip.neal@lampertdebtadvisors.com

All rights reserved. All of the information contained herein is based on information obtained from a variety of sources that Lampert Advi-
sors believes to be reliable. LDA does not audit or verify the truth or accuracy of any such information. As a result, the information in this
report is provided “as is” without any representation or warranty of any kind. LDA does not provide investment advice of any sort. This
material is furnished by Lampert Debt Advisors and is for the benefit of the specific persons addressed herein. It may not be copied or redis-
tributed. This material is for information purposes only, is intended for your use only and is not an offer or a solicitation to subscribe for or
purchase any securities or investments. This material is not intended to provide a sufficient basis on which to make an investment decision.




                                                                                                                                                   -8-

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February 2012 "State of the Debt Capital Markets"

  • 1. State of the Debt Capital Markets ADDRESSING THE DEBT FINANCING NEEDS OF MIDDLE MARKET COMPANIES AND FINANCIAL SPONSORS Volume IV, Issue I February 2012 Contents Lampert Debt Advisors specializes in struc- turing and raising capital for middle market Summary………………….1 companies. We are dedicated to meeting the debt financing needs of privately-owned, The Economy……………..2 sponsor-backed and publicly traded growth Leveraged Loans…………5 companies. We focus on companies seeking to raise between $10 and $125 million High-Yield……….............. 6 through the placement of creative financing solutions. Our principals have completed About Us…..……………...8 over $20 billion in financings across a diverse range of industries and financing structures. By the Numbers Summary Unemployment 8.3% (January) The Economy ♦ Despite the lingering uncertainties surrounding the Eurozone economic crisis and domestic Prime Rate tax policy, the Fed’s heightened transparency with respect to target interest rates and the rate of inflation has been a beacon guiding investors and corporations towards a more sub- 3.25% dued view of risk and opportunity. ♦ The FOMC consensus regarding the appropriate timing of interest rate increases is 2014, Treasury Yields with the expected Fed Funds Rate being 1-2%. ♦ The U.S. consumer is beginning to show stirrings of renewed confidence evidenced by m-o 2-Year Note—0.286% -m increases in consumer spending and strong gains in the Consumer Sentiment Index, which reached 74.0 in mid-January. 10-Year Note—2.01% ♦ The U.S. employment picture continues to show improving strength; payrolls increased by 155k per month in 4Q, a meaningful increase from the 100k average monthly additions EURO/USD over the first nine months of 2011. ♦ We project of strong and vibrant economy in 2012, with core inflation on par with the Fed $1.3242 target of 2% and an unemployment rate nearing 7.5% by year-end. Leveraged Loans 3-mo LIBOR ♦ 2011 was a year characterized by extremes. New-issue volume of $373.1 billion represent- 0.49% ed the highest annual total since the halcyon days of 2007; buoyed by massive inflows to prime funds in the first half of the year, approximately 75% of the volume occurred be- tween January and July. LIBOR Swaps (USD) ♦ With demand for loans aplenty and limited supply to match, borrowers seized the oppor- tunity to pursue aggressive structures such as dividend recapitalizations and covenant-lite 2-year—0.582% facilities. 5-year— 1.146% High-Yield ♦ The U.S. high-yield market had a weaker 2011 than 2010, negatively impacted in the se- Leveraged Loan Volume cond half of the year by the Eurozone crisis and weak economic indicators at home. New- issue volume fell to $218 billion from the 2010 record high of $287 billion. $373 billion (2011) ♦ The fundamentals of the U.S. high-yield market remain sound as we enter 2012. Improved credit quality and balance sheet health are insulating companies from intermi ent market High-Yield Volume jolts stemming from the Eurozone crisis, the improving US economy health and see-sawing investor confidence. $218 billion (2011) ♦ Windows of market stability should provide a positive environment for positive funds flows, improved market liquidity and new issuance activity. Lampert Debt Advisors | 888 Seventh Avenue, 17th Floor | 646.367.4660 | www.lampertdebtadvisors.com
  • 2. The Economy Creating Certainty in an Uncertain Economic en a boon to both the debt and credit markets. The dis- Environment closures of Fed interest rate predictions not only make risk more bearable to investors, but suggest a longer We meet the New Year buffeted by the countervailing lasting accommodative monetary policy that also serves winds of a continuing crisis in Europe and a remarka- to reduce economic risk. The result is that the Fed has bly resilient U.S. economy. As we survey the outlook catalyzed a virtuous cycle of reinforcing consumer and for 2012, we are struck by the massive uncertainties that business actions that will enable our economy, despite confront U.S. businesses and consumers alike. Fiscal the heightened uncertainties described, to experience austerity in the U.S. and abroad is no longer a goal; it is a superior growth and resource redeployment during 2012 requirement of any nation seeking to access the capital (see chart on page 3). markets on its own or through the good offices of the European Central Bank. Europe has corralled the prob- The U.S. Economy lem of Greece with another debt restructuring scheme, encouraged active fiscal reform in Italy and Spain and 2011 closed on a harmonious chorus of improving con- kept Portugal liquid through outright purchases of debt sumer, business and regulatory statistics that bode well obligations to refund maturities as they come due. Yet, for continued growth and resurgence during 2012. the potential for, and depth of, a European recession re- The U.S. Consumer is beginning to show stirrings of main all too real as the major European banks seek to renewed confidence expressed in spending, sentiment redress their capital inadequacy through asset sales and and credit expansion. Consumer spending increased in capital formation exercises. The shortfall exceeds €115 each of the last three months of the year and, while De- billion and the timeframe for doing so remains short. cember was an unremarkable 0.1% increase compared to However, the lack of fiscal enforcement that character- November’s 0.4% rise, we ascribe the leveling-off to price izes a critical deficiency of the European monetary un- declines in key spending components (gas, electronics, ion finds its parallel in the inability of the European retail and clothing) rather than complacent spending Central Bank to enforce the sanitization of European pa erns. The Consumer Sentiment Index showed a con- balance sheets over the objections of national banking tinued rise from 69.9 at the end of December to 74.0 in regulators. As a result, Europe may lack the credit facili- mid-January. This continued the trend of nearly continu- ties necessary to keep its businesses from falling into a ous increases that commenced last August, although still recession. well-below the 100 benchmark last realized prior to the In the U.S., we confront and compound the uncertainty recession in early 2008. surrounding Europe with our own set of self-imposed The continued deleveraging of consumer balance sheets uncertainties: (i) Will the bipartisan Super-Commi ee on has restrained the strength of the economic recovery. deficit reduction reach agreement or will the automatic However, after two years of declines in consumer debts spending cuts required by law kick in? (ii) Will the legis- outstanding, 2011 experienced accelerating quarterly lature extend the current tax rate regime that expires at growth culminating in back-to-back $20 billion increases the end of the year or will we revert to the pre-2003 for November and December, reflecting absolute increase scheme? If reversion occurs, ordinary income tax rates levels not seen in over a decade. This represents a nearly will increase anywhere from 3-5% depending on bracket, 10% annualized increase in consumer credit that we be- tax rates on qualified dividends will increase from 10% to lieve represents the long-awaited effect from the Fed’s ordinary tax rates (as high as 39.6%) and capital gains tax low interest rate stance. With most of the increase occur- rates will increase from 15% to 20%, as well as an addi- ring in non-revolving debt, consumers are benefiting tional 3.8% Medicare tax on both ordinary income and from significantly reduced debt service. In fact, consum- capital gains. Oh, and all these legislative items are to be er debt service requirements now represent approxi- dealt with during an election year, a quadrennial event mately 11% of monthly income, down from 14% in 2008 characterized by political rhetoric that leaves as much and a level not seen in nearly twenty years. said as is left undone. Consumer sentiment is doubtlessly buoyed by an im- Amidst this heightened environment of dark uncertainty, proving employment picture and a benign inflation Ben Bernanke’s recently enacted policy of expanded outlook. 4Q brought an average monthly increase in transparency has been a beacon guiding investors and payrolls of 155,000, significantly be er than the sub- corporations toward a more relaxed view of risk and 100,000 net monthly additions experienced during the opportunity. The result, an increased appetite for risk and commensurate decline in the price of risk, has prov- -2-
  • 3. first nine months of 2011. January continued the trend of were only up 0.8% in 4Q compared to 3.2% in 3Q. The accelerating increases by adding 243,000 jobs; our econo- most recent World Bank estimates of country specific my begins to approach the levels of job creation con- growth rates pegged the 2012 U.S. growth rate at 2.2%, sistent with the levels required to absorb new monthly down from the July estimate of 3%. However, we be- entrants to the job market. Equally important is the lieve U.S. growth will surpass the World Bank esti- breadth of increases which extended across most sec- mates amid the recovering consumer sector, an im- tors including the less-robust construction industry and proved outlook for the manufacturing and service sec- the recently-revitalized manufacturing sector. tors, the maintenance of a highly-accommodative mone- tary policy and an election year fiscal policy that will The U.S. recovered to more robust growth in 4Q after eschew discipline in favor of fiscal stimulus. having drifted lower late in 2Q and throughout 3Q in response to the risks of a Eurozone meltdown. GDP The Institute of Supply Management’s indices for both growth fell to 1.8% during 3Q as consumers and busi- manufacturing and non-manufacturing herald continued nesses reacted to the risks of a slowing world economy growth, with both recording levels above the benchmark and foreshadowed the heightened sensitivity of the U.S. threshold of 50. The Manufacturing Index ended the to offshore shocks. While the U.S. seemingly decoupled year at 53.1, capping a two-year run above 50; the Non- from the rest of the world with 4Q GDP growth of manufacturing Index leaped to 56.8 in January from 53 in 2.8%, this was largely due to inventory replenishment December. Business investment and manufacturing and build rather than improving demand. Final sales continue to be the continuing sources of strength in our The Virtuous Cycle of Economic Recovery Nondefense Capital Goods Orders, Excluding Aircraft 80 Source: Commerce Department 70 60 Business Investment surged an annualized 50 $ in billions 16.3% in 3Q, up from 10% in 2Q. Econo- 40 mists expect a continued surge in 4Q and 30 Unemployment drops to 8.3% while new into 2012. 20 hiring accelerates from a 4Q monthly average of 137,000 to 243,000, nearing the 10 rate necessary to absorb monthly additions 0 to the workforce. 6% Percent Change in Real Personal Consumption - QoQ Civilian Unemployment Rate Source: Bureau of Economic Analysis 12% Source: U.S. Department of Labor, Bureau of Labor Statistics 4% 3.6% 10.0% 2.0% 2% 10% 0% 8% 8.3% -2% 6% -4% -5.1% -6% I II III IV I II III IV I II III IV I II III IV I II III IV I II III IV 4% 2006 2007 2008 2009 2010 2011 University of Michigan Consumer Confidence Index 8% Percent Change in Personal Income - YoY 100 Source: Bureau of Economic Analysis Source: Thomson Reuters/University of Michigan 5.8% 6% 90 3.9% 4% 2% 80 75.0 74.3 0% 70 -2% 60 -4% -5.1% 55.7 -6% 50 I II III IV I II III IV I II III IV I II III IV I II III IV 2007 2008 2009 2010 2011 -3-
  • 4. recovery. Business investment surged 16% in 3Q after an vestment, hiring, spending or cash redeployment deci- unexpected 10% rise in 2Q. Like many economists, we sions. Uncertainty creates a lack of confidence that trans- expect capital investment to continue accelerating into lates into lower risk decision alternatives and lack of 4Q and beyond as capacity utilization, the tipping point growth. As Keynes pointed out, economic stimulus re- for dramatic increases in capital investment, approach- quires inducing greater spending through confidence. es the 80% mark. The Fed’s first prediction of future rates served to reduce uncertainty about the future course of interest rates; in In support of the potential for expanded capital spend- concert, its second announcement of a 2% targeted rate of ing, construction spending recorded its fifth straight inflation served to dispel any incipient fears of inflation. month of increases and the 4Q level represented the first We believe this two-pronged a ack on uncertainty has y-o-y increase in three years. While the declines from de-coupled our economy from the Eurozone crisis, 2008 to 2010 set a low comparable to surpass, we never- stimulated renewed interest in risk assets and height- theless derive comfort that, with unemployment at 8.3%, ened the likelihood of a more robust economy and improving construction spending will serve to maintain more rewarding capital markets. the momentum in payroll increases and unemployment rate declines. Federal Reserve - Appropriate Timing and Pace of Policy Firming Federal Reserve - Industrial Production, Capacity and Utilization The Federal Reserve’s actions have been precise, on Initial Outlook for 2012 target and wholly appropriate; moreover, the recently enacted transparency initiatives of the Fed will go The World Bank’s estimate for U.S. GDP growth was down as a seminal event in its history, on par with the reduced from their July 2011 estimate of 3.0% growth to landmark decision in the 1980s to target the Fed Funds 2.2% as part of a global correction in their estimates. Rate rather than the money supply. In January, the Fed However, we believe that for the reasons described in made two key disclosures. First, they published the pre- our review of the interplay between business investment, dictions of each member of the Fed Open Market Com- rising confidence and low-cost financing for both con- mi ee on the timing of rate increases. While the median sumption and investment decisions, U.S. GDP growth in is 2014, a number have posited increases to occur even 2012 will be over 2.5% and close to 3%. later. Overall, the prediction is that the Fed Funds Rate Inflation has remained relatively benign with core infla- will start increasing in 2014 and reach a level of 1-2% that tion of 2.2%, just slightly above the Fed target. While the year. While couched as a “prediction,” the longer-term Fed’s accommodative monetary policy would normally rate of 4-4.5% represents the consensus view of a steady give rise to inflationary pressures, we believe the world- state rate during normal economic conditions. wide slowdown, continuing strength of the dollar and Uncertainty affects decisions by businesses and consum- the Fed’s vigilant a itude will keep inflationary pres- ers, whether these are capital investment, financial in- sures in check. -4-
  • 5. Given our newfound affinity for the Fed, we are hard- We project a strong and vibrant economy, sustained in- pressed to predict anything other than 2% core inflation creases in employment and investment, strengthened for 2012. consumer confidence and spending and an improved dollar as the U.S. economy becomes a bulwark against We believe the decreases in the unemployment rate au- decelerating growth in the BRIC countries and possible gurs well for continued improvement throughout the U.S. declines in the Eurozone. While we remain concerned economy. However, it will oscillate monthly as rising about the potential shock impacts from the Eurozone and confidence and increased hiring encourage the reentry of the continued drag on our economy from the housing displaced workers into the workforce. Overall, the sector, we remain positive about the economy, the debt strength of both the manufacturing and non- markets and the potential appreciation in the equity manufacturing sectors combined with expansionary capi- markets. tal investment will increase payroll additions and bring unemployment down to 7.5% by the end of 2012. Leveraged Loans 2011 Recap issuance, off the 2010 mark by $11.5 billion. Coincidently, Fed announcements signaling near-zero short-term rates Despite achieving new-issue loan volume of $373.1 bil- through 2013 (an outlook since revised to late 2014) gave lion, the highest such total since 2007, the 2011 loan mar- way to a mass exodus in retail funds. With limited infla- ket was characterized by extremes. tion in the forecast, loan investments lost their appeal as a The first seven months of the year cultivated an issuer- hedging tool and net fund outflows totaled $7 billion in friendly environment and borrowers flooded the market August and September. The loan market deterioration to refinance existing facilities at a ractive rates. Exuber- reached its lowest point the first week in October, when ance was matched by investors; excess demand enabled average secondary bids reached a low of 88.85. execution of aggressive transactions, such as dividend The resiliency of the U.S. economy was evident in 4Q recapitalizations and covenant-lite facilities. YTD July 2011; reservations about domestic economic growth and 2011 saw new-issue volume, average spreads (first-lien the Eurozone were lessened upon positive news. Lever- institutional) and average secondary bids (all loans) of aged loan issuance grew a modest $5.4 billion to $59.2 $283 billion, 435.3 bps, and 94.8, respectively, paired with billion for the quarter, but outperformed expectations. $33.1 billion of net fund inflows, as retail investors were eager to deploy capital into the asset class. A near-term consequence of the Eurozone instability has been a bifurcation amongst large and small middle mar- The bullishness subsided in August amid bearish eco- ket issuers. Reduced lending activity by European banks nomic reports, political gridlock on Capitol Hill, and con- during 4Q 2011 has had an adverse impact on pricing cerns over the fiscal health of the Eurozone. Issuers and levels. However, the minimal historic presence of Euro- arrangers alike reassessed acceptable levels of risk caus- pean banks in the lower middle market has proven to ing deal-flow to slow to a trickle. Volume for the month insulate this segment from upward pressure, as pricing of August came in at $3.12 billion, down $6.2 billion from remains extremely competitive. In terms of supply, the August 2010, and September recorded $20.2 billion in willingness of issuers to pursue debt financing varies by USD New-Issue Loan Volume by Quarter region- largely dependent on the performance of domi- nant industries within each region. Over 4Q 2011 re- 200 Source: S&P LCD finance volume held its top position, but fewer issuers are coming to the table- many addressed near and medium- 150 term maturities during the frenzy at the end of 2010 and the first half of 2011. Middle market leveraged loan issu- $ in billions ance faded to $1.8 billion in 4Q 2011, compared to $3.0 100 billion in 3Q 2011 and $3.1 billion in 4Q 2010. 50 The relatively steady-state of 4Q 2011 finished with aver- age first-lien institutional spreads moving down from the August and September 2011 average of 575 bps to 0 514.9 bps. The secondary market rebounded and closed Institutional Pro Rata out the year with average bids at 91.88 (1/4/12). Funds activity recovered from 3Q 2011, recording net fund in- -5-
  • 6. demand remains subdued. Monthly Fund Flows As the uncertainty wanes and risk becomes appetizing, 10 Source: S&P LCD business managers will move to other strategies in their quest to increase shareholder value- namely, capital ex- penditures and/or M&A. With corporates tentatively 5 going forth, middle market bankers eagerly await to re- $ in billions fresh a slow new-issue calendar. In the broader primary market, investors are anxious to deploy capital; many 0 deals are oversubscribed and flexing in favor of the issu- er. The opportunity for issuers to execute low-cost, ag- gressive structures is in play amidst the ebbing pipe- line. -5 January 2012 in the Books CLO Issuance Prime Funds The Fed’s announcement in late-January had minimal impact on the month’s loan metrics and the longer-term flows of $2.2 billion over the quarter. consequences for supply and demand are still to be deter- Looking ahead mined. Through January 26th, new-issue volume of $19.3 billion was printed, comparable to the $19.05 billion The consensus outlook for leveraged loans in 2012 is that achieved to this point in 2011. The health of the second- there is no consensus, but most agree that the path could ary market continues to improve with average bids com- easily deviate based on impactful news- one way or the ing in at 93.01 on January 25th. other. Another positive sign for issuers has been a strong CLO Many of the elements for a solid year are in place: li- presence; December 2011 inked $1.07 billion of issuance. quidity abounds at banks, institutional investors and Additionally, four vehicles were priced late in 2011, total- corporate America; balance sheets have been pruned ing $1.38 billion, from leading institutions like Morgan and refinanced; cost structures have been scrutinized, Stanley, JP Morgan, UBS and Wells Fargo. operations streamlined and efficiencies gained. The looming uncertainty resides in top-line estimates- organic High-Yield 2011 Recap High-Yield Spreads to Treasuries Unlike their leveraged loan brethren who just wrapped 1000 4.25 Sources: BAML and U.S. Department of the Treasury their best year in terms of volume since 2007, participants 900 in the high-yield market had some extra time on their 3.75 hands in 2011. New issue volume was $218 billion, rep- 800 10-Year Treasury Yield HY Indice Spreads resenting a y-o-y decline of 24% from a record $287 bil- 700 3.25 lion of new issue volume in 2010. 600 2.75 During the year, ten-year Treasuries benefited from the 500 Fed’s Operation Twist; yields fell to 2% at mid-summer 2.25 from 3.36% at the start of the year. High-yield spreads 400 shrunk from a starting point of 542 bps to a low of 460 300 1.75 bps in April. Corporations and PE firms went to market to take advantage of the unique combination of unprece- HY Master Index BB Index B Index 10 Yr Treasury dented low rates for benchmark Treasuries and the spread compression induced by more risk-oriented inves- bps. tors. However, the supply of funds eroded during 2Q and 3Q as the slippage in the U.S. economy and the Euro- High-yield bonds continue to be supported by strong zone crisis stimulated a flight to quality and reduced ap- corporate and economic fundamentals. Companies to- petite for risk. While Treasuries have remained within a day are in a be er position to withstand a period of eco- 50 bps channel of 2%, spreads rose intermi ently nomic weakness. Leverage has declined and companies have throughout the remainder of the year and closed at 723 -6-
  • 7. been more temperate in their borrowing. The high-yield Factors Impacting the High-Yield Market in 2012 market remains large, liquid and available to fund com- The Economy and High-Yield Spreads panies with relatively strong fundamentals. In addition, the seminally low yields on high-yield bonds enables Spreads, while not nearly as wide as the credit crisis peak companies to establish exceptional interest and fixed during 2009 or the 2001 collapse of the technology bubble, charge coverage ratios despite leverage ratios of 4-5x have recovered to a ractive levels relative to U.S. corpo- EBITDA. rate bonds. The widening over the past summer was re- flective of the European debt crisis and Fed monetary The high-yield market has moved in sympathy with policy pressure rather than a weakening of underlying other risk markets as uncertainty yields to confidence, credit quality. Since peaking in October 2011, spreads dismalness to buoyancy, and retrenchment to inflows. have narrowed amongst improving U.S. economic data, Looking Ahead ameliorating recessionary risk. According to the Merrill Lynch High Yield II Master In- Job creation has picked up- the number of monthly jobs dex, high-yield bonds are currently yielding approxi- added over the past four months has averaged 155,500 mately 625-650 bps over comparable Treasuries. compared with 76,000 for the previous four months. 4Q Spreads over Treasuries narrowed significantly during U.S. GDP growth was 2.8%, with a forecast of more than December as the market was lifted by improved U.S. eco- 2% for 2012 (Bloomberg consensus estimates, 9 January nomic data and expectations that Eurozone leaders would 2012). High-yield bonds do not need strong growth to contain the region’s damaging debt crisis. Despite a brief perform well, but spreads levels between 650-700 bps year-end rally, spreads still hover above the 25 year aver- continue to price-in a remote possibility of slowdown. age of 587 bps and are considerably higher than the 2011 Decoupling from the European Sovereign Debt Contagion low of 452 bps in February. The high-yield market and other risk asset classes will The strengthening U.S. economy and strong corporate continue to be affected by the EU. Given the magnitude fundamentals should generally favor high-yield compa- of the problems and the protracted nature of a response, nies. Despite continued spread expansion early in 2012, the issues arising from Europe will not recede anytime we believe the Fed’s announcements of a 2% inflation soon. As Greece and the other sovereign credit problems target, maintenance of Operation Twist, predictions of a are resolved through negotiation and European Central modest Fed Funds rate and the potential for QE3 (third Bank buying support, there remains the capital inadequa- round of Quantitative Easing) will restore confidence and cy of most large European Banks. Recent World Bank risk appetite to the high-yield investment community. forecasts of growth posit a slowdown in growth for the Recent news of an emerging se lement of the Greek debt BRIC countries, stagnant activity for the core EU coun- crisis and a more robust appetite for European periphery tries (e.g. Germany, France and the UK) and downturns countries has served to reduce uncertainty and fear of a in the peripheral countries. European crisis. In the absence of any external shocks, we remain cautiously optimistic and expect spreads to However, the strength of the Fed’s early and continuing tighten towards the historical range of 550-600 bps in response to the credit crisis and the a endant downturn 2012, providing an a ractive environment for corporate has enabled the U.S. economy to decouple itself from issuance. We are advising our clients to stand pat, but European economic activity. This is equally true for prepare to enter the market as spreads compress toward high-yield issuers- approximately 70% of which have no 500 bps. In concert with a 2% Treasury yield, this will exposure to Europe. allow issuers to achieve single digit interest rates across the B-rated to BB-rated spectrum. Nevertheless, opportunities will abound for U.S. inves- tors to fill the void in Europe left by an undercapitalized The improving economy should continue to create a banking sector. Consequently, leveraged finance issuers favorable environment for positive funds flows from will have to compete for funds against these European investors seeking enhanced yield opportunities. Im- opportunities as local needs may be met by the U.S. lend- proved balance sheets, cash levels, interest coverage and ers. Despite near-term stabilization of the sovereign cred- lower leverage coupled with record low interest rates for it markets and the decoupling of our economy from Eu- the foreseeable future, should provide the market with rope, the potential remains for Europe to influence rates improved insulation against defaults and support a re- and volume into 2012. newal of private equity investment activity. Low Default Rates While credit quality remains good, we forecast defaults to -7-
  • 8. increase slightly- albeit off of a very low floor. The early We expect new issuance activity in 2012 to remain at part of the economic recovery was driven by a recovery in high levels as the reduced need for refinancing will be revenue growth. As the economic recovery has pro- will largely offset by resurgent private equity activity. gressed, margin pressures have increased; businesses These investors presently sit on an estimated $400 billion have had less ability to pass-through increasing costs to of investment capital that, if deployed, would translate customers. Yields are currently pricing-in a forecasted into $1.3 to $2.0 trillion of transactional debt volume. We default rate of 3.5% to 4%- low by historical comparison. believe that the improving economy and reduced uncer- tainty regarding the outlook for inflation, employment Decent Fundamentals Support New-Issuance Volume and Sec- and economic activity will stimulate a more robust ondary Market Liquidity transactional environment than 2011. Refinancing activity over the past thirty months has suc- Improved liquidity in the secondary market will also cessfully pushed-out the maturity wall- only limited serve as a solid indicator of the market’s health. Second- high-yield debt is due to mature in the next three years. ary market liquidity declined in 2011, indicated by met- Since 2008, combined loan maturities through 2014 have rics such as average trading volume and bond dealer in- declined from $840 billion to the current level of approxi- ventories. While decreased liquidity is a cyclical recur- mately $250 billion. Relatively speaking, a ractive refi- rence during increased volatility, decreases caused by nancing rates earlier in the cycle have reduced the eco- tighter financial regulations would be more troublesome. nomic incentive for additional refinancings at prevailing rates. About Us Advisory Services: Lampert Debt Advisors is dedicated to meeting the funding and growth needs of companies by advising on the creation, placement and execution of debt financing solutions. Our team of Debt Capital Markets experts possesses an av- erage of 20 years of experience in completing transactions. With real time knowledge of the investing interests of over 400 lenders and debt investors and Our Auction Financing Platform, we are positioned to ensure clients of the best possible execu- tion under prevailing market circumstances. Completed transactions are cost-effective, time-efficient and enable management to focus on their business success. Lampert Debt Advisors executes transactions through ICM Capital Markets Ltd, a FINRA- registered broker dealer. Merchant Banking Funds: In addition, Lampert Debt Advisors has access to private funding for junior capital to be invested in conjunction with transactions when required to successfully complete financings. Investment funds are designed to provide capital at levels and under circumstances not typically available in the markets. Contact Information Stewart Randy Lampert Brian Schofield President Director (o): 646-367-4660 (o): 646-367-4662 Lampert Debt Advisors (c): 914-282-0915 (c): 508-561-8799 888 Seventh Ave.-Suite 1700 randy.lampert@lampertdebtadvisors.com brian.schofield@lampertdebtadvisors.com New York, NY 10019 646-367-4660 Nelson Ng Phil Neal Director Associate (o): 646-367-4661 (o): 646-367-4663 (c): 917-748-7985 (c): 913-231-8982 nelson.ng@lampertdebtadvisors.com philip.neal@lampertdebtadvisors.com All rights reserved. All of the information contained herein is based on information obtained from a variety of sources that Lampert Advi- sors believes to be reliable. LDA does not audit or verify the truth or accuracy of any such information. As a result, the information in this report is provided “as is” without any representation or warranty of any kind. LDA does not provide investment advice of any sort. This material is furnished by Lampert Debt Advisors and is for the benefit of the specific persons addressed herein. It may not be copied or redis- tributed. This material is for information purposes only, is intended for your use only and is not an offer or a solicitation to subscribe for or purchase any securities or investments. This material is not intended to provide a sufficient basis on which to make an investment decision. -8-