U.S. CLO And Leveraged Finance Quarterly Key Themes - Q3 2021

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U.S. CLO And Leveraged Finance
Quarterly Key Themes
Q3 2021                                                         July 30, 2021

                                 This report does not constitute a rating action.
Where Are We Now?
Leveraged Finance Key Insights

 – U.S. GDP 2021 forecast raised to 6.7% and risk of recession lowered to 10%-15%, based on economic recovery amid
   continued vaccinations. Consumer demand and behavior remain important variables.
 – The pace of U.S. economic activity remains high despite the pickup in COVID-19 cases tied to the Delta variant.
   Recent consumer confidence data suggests that people are worried about another wave of COVID-19.
 – Spec-grade universe remains skewed to ‘B-’ as positive actions increase, and upgrades far exceeded downgrades in
   the first half of 2021. Risks inherent in lower ratings mix and high ‘CCC’ levels remain even as economy recovers.
 – Recovery speed varies across sectors. Some sectors may take multiple years to recover. Others are bright spots amid
   some signs of stability, with negative outlooks declining and positive outlooks rising.
 – Supportive capital markets lead to higher debt, recaps, lower near-term maturities, and an influx of new issuers. New
   ‘B-’ issuers have returned in force.
 – Our LTM March 2022 U.S. overall spec-grade default forecast has been lowered to 4%; loan default forecast to 1.75%.
 – Recovery ratings continue to be largely stable: Generally modest decreases to recovery estimates in 2020 (due to
   incremental debt and revised priorities) shift to slightly positive changes in 2021.

                                                                                                                           2
The Rise Of ‘B-’ in Spec-Grade Rating Distribution
U.S. And Canada

U.S. And Canada Speculative Grade Corporate Ratings Distribution
                                           Pre-Pandemic (1/1/20)                           “Trough” (5/1/20)                                 Current (6/30/21)
                          450
                                                                                                                                                                                CreditWatch Positive

                                                                                                                                                                                Outlook Positive
                          400
                                                                                                                                                                                CreditWatch Developing

                          350                                                                                                                                                   Outlook Developing

                                                                                                                                                                                Stable

                          300                                                                                                                                                   CreditWatch Negative
    (Number of credits)

                                                                                                                                                                                Outlook Negative
                          250

                          200

                          150

                          100

                           50

                            0
                                BB+   BB     BB-   B+    B    B-   CCC+ CCC and BB+   BB   BB-   B+    B       B-   CCC+ CCC and BB+   BB   BB-   B+   B    B-   CCC+ CCC and
                                                                         below                                            below                                        below

Source: S&P Global Ratings Research.
Copyright © 2021 by Standard & Poor’s Financial Services LLC. All rights reserved

.

.                                                                                                                                                                                                      3
Economic Recovery Greenlights Upgrades (U.S. and Canada)
Company performance and supportive capital markets boost spec-grade issuer ratings.

Speculative-Grade Upgrades And Downgrades                                                                         Ratings Coming Into/Out Of ‘CCC’/‘CC’ Categories
                                                                                         Downgrade      Upgrade                                                                                            Downgrade     Upgrade

                     50                                                                                                                 14

                                                                                                                                        12
                     40

                                                                                                                                        10

                     30
  (No. of ratings)

                                                                                                                     (No. of ratings)
                                                                                                                                         8

                                                                                                                                         6
                     20

                                                                                                                                         4

                     10
                                                                                                                                         2

                      0                                                                                                                  0
                          Jan. 2021   Feb. 2021   Mar. 2021         Apr. 2021        May 2021        Jun. 2021                               Jan. 2021   Feb. 2021   Mar. 2021         Apr. 2021       May 2021        Jun. 2021

Source: S&P Global Ratings US and Canada ratings.                                                                 Source: S&P Global Ratings.
Copyright © 2021 by Standard & Poor’s Financial Services LLC. All rights reserved.                                Copyright © 2021 by Standard & Poor’s Financial Services LLC. All rights reserved.

                                                                                                                                                                                                                                   4
Pent-Up Demand And Supply Shortages Further Improve
Recovery Prospects For Credit Quality
Time Frame Of Recovery Of (Run Rate) Credit Metrics To 2019 Levels                                                                    –   Higher leverage raises
North America                                                                                                                             importance of financial policy
                                                                                                                                          decisions and emerging
    Indicates sectors doing better than expected in Feb. 2021
                                                                                                                                          changes in demand patterns
                                                                                                                                          or acceleration of secular
                                                                                                                                          trends.
                                                                                                                                      –   Homebuilders, building
                                                                                                                                          materials, chemicals, and
                                                                                                                                          metals and mining companies
                                                                                                                                          are benefiting from a recovery
                                                                                                                                          in demand that is outpacing
                                                                                                                                          available supply, resulting in
                                                                                                                                          positive revisions in many
                                                                                                                                          regions.
                                                                                                                                      –   Pent-up consumer demand,
                                                                                                                                          fueled by consumer savings
                                                                                                                                          and optimism, is beginning to
                                                                                                                                          thaw demand for leisure
                                                                                                                                          activities and travel,
                                                                                                                                          especially for domestic leisure
                                                                                                                                          travel in areas where a greater
                                                                                                                                          percentage of the population
Note: Green indicates sectors that we expect will recover sooner than initially indicated in our February publication.                    is vaccinated.
Source: COVID-19 Heat Map: Pent-Up Demand And Supply Shortages Further Improve Recovery Prospects For Credit Quality. June 8, 2021.
Copyright © 2021 by Standard & Poor’s Financial Services LLC. All rights reserved.

                                                                                                                                                                            5
Capital Markets Open, Providing Spec-Grade Issuers
Access To Capital
Monthly U.S. Leveraged Finance Issuance Volumes
June 2018 - June 2021
$80.0B                                                                                                                                                $1200.0B
                                                                                                                                                                 Institutional Loans (Left Axis)
                                                                                                                                                                 Bonds (Left Axis)
$70.0B
                                                                                                                                                                 Institutional LL's (LTM)
                                                                                                                                                      $1000.0B
                                                                                                                                                                 HY Bonds (LTM)
$60.0B                                                                                                                                                           Loans + Bonds (LTM)

                                                                                                                                                      $800.0B
$50.0B

$40.0B                                                                                                                                                $600.0B

$30.0B
                                                                                                                                                      $400.0B

$20.0B

                                                                                                                                                      $200.0B
$10.0B

  $0.0B                                                                                                                                               $0.0B

       Jun 2018            Oct 2018            Feb 2019            Jun 2019            Oct 2019   Feb 2020   Jun 2020   Oct 2020   Feb 2021   Jun 2021*

*MTD updated as of Jun. 25, 2021 Source: LCD, an offering of S&P Global Market Intelligence
Copyright © 2021 by Standard & Poor’s Financial Services LLC. All rights reserved.

                                                                                                                                                                                               6
The ‘B-’ New Issuer Rating Is Back!

New Issuer Ratings (U.S. And Canadian Corporate Ratings By Count)                                                                                 – Financial sponsor
                                                                                                                                                    ownership of new issuers
                                                                                                     All BB Rated   B+   B   B-   All CCC Rated     was 78% in Q4 2020, 69%
                    35                                                                                                                              in Q1 2021, and 70% in Q2
                                                                                                                                                    2021.
                    30
                                                                                                                                                  – ‘B-’ stands out as the most
                                                                                                                                                    represented credit rating in
                    25
                                                                                                                                                    the spec-grade universe
                                                                                                                                                    today at 27%, reflecting
 (No. of Ratings)

                    20                                                                                                                              upgrades out of the ‘CCC’
                                                                                                                                                    category, as well as new ‘B-’
                    15                                                                                                                              credits

                    10

                     5

                     0
                         Q1 2020                   Q2 2020                       Q3 2020   Q4 2020    Q1 2021                 Q2 2021

Source: S&P Global Ratings.
Copyright © 2021 by Standard & Poor’s Financial Services LLC. All rights reserved.

                                                                                                                                                                                    7
LTM U.S. Default Rates And Forecasts Fall Sharply,
Gap Widens Due To Measurement Differences
LTM U.S. Default Rates                                                                                                                                              – Our overall spec-grade (SG) default rate is
                                                                                                                                                                      calculated on an issuer count basis for all
           Overall speculative default rate (issuer count, includes selective defaults).      LLI Loan default rate (Issuer count)      LLI Loan default rate ($)   – bond
                                                                                                                                                                      Higherandleverage  raises importance
                                                                                                                                                                                  loan defaults,             of
                                                                                                                                                                                                 including selective
 7.0%
                                                                                                 6.6%
                                                                                                                                                                      financial policy decisions and emerging
                                                                                                                                                                      defaults.
                                                                           6.3%                                       6.3%                                            changes in demand patterns or acceleration
                                                                                                                                                                    – Default rates for the S&P/LSTA Leveraged
 6.0%                                                                                                                                                                 of secular trends.
                                                                                                                                                                      Loan Index exclude bond defaults and
                                                      5.3%
                                                                                                                                                                    – selective
                                                                                                                                                                      Homebuilders,     building materials, chemicals,
                                                                                                                                                                                 defaults.
 5.0%                                                                           4.6%                                                         4.7%                     and metals and mining companies are
                                                                                                                                                                    – Selective defaults are significant,
                                                                                       4.2%           4.2%                                                            benefiting from a recovery in demand that is
                                                                                                                                                                      representing ~47% of all SG defaults in 2020
 4.0%                                                      3.7%                                              3.8%                                                     outpacing available supply, resulting in
                                                                                                                           3.6%                                       and over 70% in 1H 2021.
           3.1%
                                3.4%
                                                                  3.2%                                                               3.2%
                                                                                                                                                                      positive revisions in many regions.
                                                                                                                                                                    – After spiking in 2020, default rates are
 3.0%
                                                                                                                                                                    – Pent-up consumer demand, fueled by
                                                                                                                                                                      declining rapidly.
                                      2.0%
                                                                                                                                                                      consumer savings and optimism, is
 2.0%
                 1.6%
                                             1.8%                                                                                                                   – S&P  GlobaltoRatings’
                                                                                                                                                                      beginning              U.S. SGfor
                                                                                                                                                                                     thaw demand     default  forecast
                                                                                                                                                                                                        leisure
                        1.4%                                                                                                                      1.3% 1.3%           (issuer  count)
                                                                                                                                                                      activities       for Q1 2022
                                                                                                                                                                                  and travel,      is 4.0%
                                                                                                                                                                                              especially for(base
                                                                                                                                                                                                             domestic
 1.0%                                                                                                                                                                 case; range
                                                                                                                                                                      leisure       2.5%-7.0%).
                                                                                                                                                                               travel in areas where a greater
                                                                                                                                                                      percentage
                                                                                                                                                                    – Our forecastofofthe
                                                                                                                                                                                        thepopulation
                                                                                                                                                                                            S&P/LSTA is   vaccinated.
                                                                                                                                                                                                       Leveraged
 0.0%                                                                                                                                                                 Loan Index default rate (issuer count) for Q1
               YE2019               1QE2020              2QE2020              3QE2020                YE2020              1QE2021                2QE2021
                                                                                                                                                                      2022 is 1.75% (slightly above mid-year LTM
Sources: Default, Transition, and Recovery: Global Corporate Default articles. Measures of LLI defaults exclude non-loan defaults and selective defaults.             levels).
Copyright © 2021 by Standard & Poor’s Financial Services LLC. All rights reserved.

                                                                                                                                                                                                                         8
Future 1st Lien Recovery Expectations Remain Below Average

Average Corporate Recovery Estimate For U.S. And Canadian First-Lien Issue Loans
                                                                                                                           – Historical recoveries on first-lien
New Issue vs Outstanding
                                                                                                                             loans have averaged 75%-80% over
 72%
                                                                                                     Outstanding Average     the past 35 years.
                                                                                                     New Issue
                                                                                                                           – Estimated recoveries since Q1 2017
 70%
                                                                                                                             (from our recovery ratings) are
                                                                                                                             generally 10%-15% lower than
 68%
                                                                                                                             historical averages.
                                                                                                                           – Higher total debt leverage, higher
                                                                                                                             first-lien debt leverage, and reduced
 66%
                                                                                                                             junior debt cushions are
                                                                                                                             fundamental drivers of the decline.
 64%                                                                                                                       – Lower recovery expectations on
                                                                                                                             covenant-lite term loans also
                                                                                                                             contribute to lower recovery
 62%
                                                                                                                             expectations.

 60%
          Q1   Q2   Q3   Q4   Q1   Q2   Q3   Q4   Q1   Q2   Q3   Q4   Q1   Q2   Q3   Q4   Q1   Q2
         2017 2017 2017 2017 2018 2018 2018 2018 2019 2019 2019 2019 2020 2020 2020 2020 2021 2021

Source: S&P Global Ratings.
Copyright © 2021 by Standard & Poor’s Financial Services LLC. All rights reserved.
Recovery Ratings By Debt Type: Relative Priority (Still) Matters!

LTM Default Rates                                                                                                                                          –   Even with future recovery rates on defaulted first-
                                                                                                                                                               lien debt expected to decline from historical
                                                           1 (90-100%)      2 (70-90%)       3 (50-70%)     4 (30-50%)        5 (10-30%)       6 (0-10%)
                                                                                                                                                               averages, relative priority still matters significantly
  80%                                                                                          77%
                                                                                                                                                               to recovery prospects!
                                                                                                                                                           –   First-lien recovery expectations (as shown by our
  70%
                                                                                                                                                               recovery ratings) remain substantially better than
                                                                                                                                                               for other debt classes. Average and median recovery
  60%
                           55%                                                                                                                                 expectations are pulled down by a high
                                                                                                                                                               concentration of companies rated ‘B+’ and lower.
  50%
                                                                                                                                                           –   Second-lien recovery prospects are low because
                                                                                                                                                               this debt is largely the junior-most debt class for
  40%
                                                                                                                                                               highly leveraged firms with issuer credit ratings in
                                                                                                                                                               the ‘B’ (B+/B/B-) and ‘CCC’ (CCC+ and below)
  30%                                                                                                                        27%                26%            categories.
                     20%                                                                                                                 21%               –   Senior unsecured recovery expectations are boosted
  20%         16%                                                                                                                  15%                         by being issued mostly by less leveraged companies
                                                                                       14%
                                                                                                                    10%
                                                                                                                                                               in the ‘BB’ category (BB+/BB/BB-), where debt
  10%                             7%                                                                                                                           leverage tends to be lower and the level of higher-
                                               1%
                                                               3%
                                                                     2%    2%     2%                                                                           priority debt is more limited.
                                        1%                                                                    1%
   0%
                    1st Lien Senior Secured*                        2nd Lien Senior Secured*                          Senior Unsecured**

*Includes loan and notes as of July 1, 2021. **Includes notes, medium term notes, bonds, and debenture as of July 1, 2021.
Source: S&P Global Ratings Research.
Copyright © 2021 by Standard & Poor’s Financial Services LLC. All rights reserved.

                                                                                                                                                                                                                         10
CLO Key Insights

 –   U.S. broadly syndicated loan (BSL) CLO credit metrics continue to improve following positive momentum on the corporate ratings side, but still have a ways
     to go before getting back to pre-pandemic levels (slide 12).

 –   Significant numbers of CLO ratings have been placed on CreditWatch positive in recent weeks; so far, these positive rating actions have mostly been the
     result of post-reinvestment period CLOs paying down senior notes rather than improved collateral credit quality in the aftermath of the pandemic.

 –   In Q2 2021, we raised our ratings on 17 CLO tranches and lowered our ratings on seven CLO tranches; in July, we raised our ratings on 22 CLO tranches.

 –   The ratings composition of U.S. BSL CLO collateral pools (slide 13) has followed a trend over the past four years of increasing exposure to loans from obligors
     rated ‘B-’; these now comprise more than 25% of total collateral, compared with 20% before the pandemic and less than 13% at year-end 2017. Obligors
     rated ‘B-’ have historically shown a greater propensity for downgrade (by definition, into the ‘CCC’ range or lower) or default than obligors rated ‘B’ or higher.

 –   Recovery ratings show a similar trend (slide 14); loans with recovery ratings of ‘3(50%)’ and ‘3(55%)’ now comprise about 36.5% of total U.S. BSL CLO
     collateral pools, compared to 30% pre-pandemic and 24% at year-end 2017.

 –   Despite the credit dislocation brought about by the pandemic, no CLO tranches defaulted in 2020; however, we currently have five CLO tranches rated ‘CCC-’
     (indicating they are highly vulnerable to nonpayment) and another six rated ‘CC’ (indicating a near certainty of default). All were originally rated ‘BB’ or lower
     (slide 15).

 –   Meanwhile, CLO issuance continues to be very robust (slide 16); through Q2 2021, CLO new issuance has totaled $82.35 billion (versus $91.76 billion for
     full-year 2020), and CLO resets and refis have totaled $136.67 billion (compared to just $33.46 billion for full-year 2020).

                                                                                                                                                                          11
Credit Metrics Improving In 2021 For All BSL CLO Cohorts
                                                                                 BSL CLOs Issued in 2020           BSL CLOs Issued 2017-19     BSL CLOs Issued 2016 and Prior   –   CLO asset par has declined slightly
                                                                                                                                                                                    since the start of 2021, with pre-
   Average Par Change YTD 2021                                                                  Average 'CCC' Category Exposure                                                     COVID CLOs losing more par than
  0.0%                                                                                         10.0%                                                                                CLOs issued in 2020.
 -0.1%                                                                                                                                                                          –   Most CLOs have experienced some
                                                                                                7.5%                                                                                par build in Q2 2021; partially due to
 -0.1%
                                                                                                                                                                                    sales of equity positions inherited
 -0.2%                                                                                          5.0%                                                                                from restructurings.
 -0.2%                                                                                                                                                                          –   ‘CCC’ buckets of pre-COVID CLOs
                                                                                                2.5%
 -0.3%
                                                                                                                                                                                    remain high, but, on average, have
                                                                                                                                                                                    come down below the 7.5% mark by
 -0.3%                                                                                          0.0%                                                                                Q2; ‘CCC’ buckets of post-COVID
           1/1/2021 2/1/2021 3/1/2021 4/1/2021 5/1/2021 6/1/2021 7/1/2021                                  1/1/2021 2/1/2021 3/1/2021 4/1/2021 5/1/2021 6/1/2021 7/1/2021
                                                                                                                                                                                    CLOs have remained stable at a
                                                                                                                                                                                    much lower level.
  Average Junior OC Cushion                                                                     Average 'B-' Exposure
                                                                                                                                                                                –   OC cushions for pre-COVID CLOs
 6.0%                                                                                          26.0%
                                                                                                                                                                                    continue to recover as ‘CCC’ buckets
 5.0%                                                                                                                                                                               shrink and loan prices remain high;
                                                                                               25.0%
                                                                                                                                                                                    just about all reinvesting CLOs are
 4.0%                                                                                                                                                                               passing their OC tests by Q2; OC
                                                                                                                                                                                    cushions for post-COVID CLOs
 3.0%
                                                                                               24.0%                                                                                remain stable.
 2.0%                                                                                                                                                                           –   ‘B-’ exposure remains stable; many
                                                                                                                                                                                    of the issuers upgraded out of the
 1.0%                                                                                          23.0%
          1/1/2021    2/1/2021   3/1/2021    4/1/2021    5/1/2021    6/1/2021    7/1/2021                  1/1/2021 2/1/2021 3/1/2021 4/1/2021 5/1/2021 6/1/2021 7/1/2021           ‘CCC’ category wind up at ‘B-’.

Source: S&P Global Ratings.
Copyright © 2021 by Standard & Poor’s Financial Services LLC. All rights reserved.

                                                                                                                                                                                                                        12
BSL CLO Ratings Mix Shows
Increase In ‘B-’ Assets
Rating Distribution For Assets In Reinvesting U.S. BSL CLOs (2017-Q2 2021)                                                                                     –   The upgrade-to-downgrade ratio among issuers
                                                                                                                                                                   held within U.S. BSL CLO portfolios remain elevated
                                                                                         2017YE        2018YE    2019YE   2020YE   end 1Q2021     end 2Q2021       in Q2, a significant improvement from 2020.
40%
                                                                                                                                                               –   In Q2 2021, 21 issuers were raised out of the ‘CCC’
                                                                                                                                                                   category after 15 issuers were raised in Q1; this
35%                                                                                                                                                                reduced the size of ‘CCC’ buckets in reinvesting U.S.
                                                                                                                                                                   BSL CLOs.
30%
                                                                                                                                                               –   As a result of these upgrades, OC ratios for pre-
25%
                                                                                                                                                                   COVID CLOs continue to regain cushion lost in 2020
                                                                                                                                                                   due to the credit impact of the pandemic and
                                                                                                                                                                   related economic shutdowns.
20%

                                                                                                                                                               –   The ratings mix of obligors in CLO portfolios
15%                                                                                                                                                                stabilized by the middle of 2020 and have been
                                                                                                                                                                   trending positive since.
10%
                                                                                                                                                               –   However, credit quality still isn’t back to where it
                                                                                                                                                                   was pre-COVID-19; loans from issuers rated ‘B-’
  5%
                                                                                                                                                                   now comprise about 25% of CLO portfolios,
                                                                                                                                                                   compared with about 20% prior to the pandemic.
  0%
             IG           BB+           BB            BB-           B+               B            B-            CCC+      CCC        CCC-       non-perform

Source: S&P Global Ratings.
Copyright © 2021 by Standard & Poor’s Financial Services LLC. All rights reserved.

                                                                                                                                                                                                                           13
BSL CLO Recovery Ratings Mix
Increase In Lower Rated Loans
Recovery Ratings For Assets In Reinvesting U.S. BSL CLOs (2017 – Q2 2021)*                                                                                              –    Recovery ratings tend to be more stable than
                                                                                                                                                                             credit ratings, but exposures within CLO collateral
                                                                                2017YE     2018YE     2019YE          2020YE       end 1Q2021        end 2Q2021              pools can migrate over time due to new-issue
 40%
                                                                                                                                                                             loans being issued at higher or lower recovery
 35%                                                                                                                                                                         ratings, and sometimes due to recovery ratings on
                                                                                                                                                                             existing loans being raised or lowered.
 30%
                                                                                                                                                                        –    Over the past several years, there has been a
 25%
                                                                                                                                                                             significant increase in loans with a recovery rating
 20%                                                                                                                                                                         of ‘3’ and point estimates of either 50% or 55%
                                                                                                                                                                             (i.e., the 3L category in the chart); they currently
 15%                                                                                                                                                                         make up about 37% of total CLO asset par,
                                                                                                                                                                             compared with about 30% prior to the COVID-19
 10%
                                                                                                                                                                             pandemic.
  5%

  0%
         1(90%/95%) 2(80%/85%) 2(70%/75%) 3(60%/65%) 3(50%/55%)                       4(40%/45%)    4(30/35%)     5(20%/25%)        5(10%/15%)        6(0%/5%)
*NR not included.
Source: S&P Global Ratings.
Copyright © 2021 by Standard & Poor’s Financial Services LLC. All rights reserved.

Corporate Recovery Ratings And Point Estimates Mapped To CLO 'AAA' Recovery Assumptions
Recovery Rating                               1+         1         1        2          2      2        2          3            3       3         3         4        4         4     4      5     5      5     5      6      6
Rounded Point Estimate                     100%       95%      90%       85%         80%    75%     70%     65%          60%        55%     50%         45%       40%       35%   30%   25%    20%    15%   10%     5%    0%
CLO 'AAA' Recovery Assumption                75%      70%      65%       63%         60%    55%     50%         45%      40%        35%     30%         29%       27%       24%   20%   18%    15%    10%    5%     4%    2%

                                                                                                                                                                                                                                14
U.S. CLOs Defaults: No CLO2.0 Defaults…..Yet

                  U.S. CLO Tranche Defaults By Original Rating
                                                                                                                                                                     –   S&P Global Ratings has rated more than 13,500 U.S.
                                           CLO 1.0 (issued 1994 - 2009)           CLO 2.0 (issued 2010 - present)            Total (CLO 1.0 + CLO 2.0)
                                                                                                                                                                         CLO tranches since rating our first CLOs in the mid-
                                         Total    Ratings                                     Ratings                                 Ratings
                                                                                                                                                                         1990s. Our CLO ratings history spans three
                                                                    Defaulted    Tranches                    Defaulted   Tranches                    Defaulted
                                     Tranches Outstanding
                                                                          (#)       Rated
                                                                                          Outstanding
                                                                                                                   (#)      Rated
                                                                                                                                  Outstanding
                                                                                                                                                           (#)
                                                                                                                                                                         recessionary periods: the dot.com bust of 2000-
                                        Rated   (2020 YE)                                   (2020 YE)                               (2020 YE)
                                                                                                                                                                         2001, the global financial crisis in 2008-2009, and
                  AAA                       1,540             0            0            2,485     1,218             0       4,025           1,218               0        the recent Covid-19-driven downturn in 2020.
                  AA                          616             1            1            2,013     1,059             0       2,629           1,060               1
Original Rating

                                                                                                                                                                     –   Over that period, 40 U.S. CLO tranches, all from CLO
                  A                           790             5            5            1,661       909             0       2,451            914                5
                                                                                                                                                                         1.0 transactions originated in 2009 or before, have
                  BBB                         783             9            9            1,485       879             0       2,268            888                9
                                                                                                                                                                         defaulted.
                  BB                          565            27           22            1,254       746             0       1,819            773              22
                                                                                                                                                                     –   Given high prices of the underlying loans held in U.S.
                  B                            28             3            3             326        179             0         354            182                3
                                                                                                                                                                         BSL CLOs, we expect amortizing CLOs may consider
                  Total                     4,322            45           40            9,224     4,990             0      13,546           5,035             40
                                                                                                                                                                         making the call for an optional redemption. If so,
                                                                                                                                                                         some of these tranches listed may be at risk of
                  Potential Future Defaults? CLO Tranches Rated ‘CCC-’ Or ‘CC’ (as of July 30th, 2021)                                                                   default ahead of their legal final maturity (several
                  Issuer Name                                                   Class                  Vintage            Original Rating           Current Rating       years out).
                  BNPP IP CLO 2014-1, Ltd.                                       D                        2014                  BB                       CCC-        –   In addition to the 40 CLO tranches that have
                  Flagship VII LTD                                               F                        2014                  B                        CCC-
                                                                                                                                                                         defaulted over the past 25 years, there are currently
                  Hull Street CLO Ltd                                            E                        2014                  BB                       CCC-
                  Mountain Hawk II CLO, Ltd.                                     E                        2013                  BB                       CCC-
                                                                                                                                                                         six U.S. CLO 2.0 tranches rated ‘CC’, indicating our
                  WhiteHorse VII, Ltd.                                          B-3L                      2013                  B                        CCC-            view that default is a virtual certainty (see bottom
                  Blue Ridge CLO Ltd. I                                          E                        2014                  B                        CC              table to right).
                  Blue Ridge CLO Ltd. II                                         E                        2014                  B                        CC
                  BNPP IP CLO 2014-1, Ltd.                                       E                        2014                  B                        CC          –   Additionally, five junior tranches from earlier vintage
                  Halcyon Loan Advisors Funding 2012-1 Ltd.                      D                        2012                  BB                       CC              CLO 2.0 transactions are rated ‘CCC- (sf)’.
                  Halcyon Loan Advisors Funding 2013-1 Ltd.                      D                        2013                  BB                       CC
                  Hull Street CLO Ltd                                            F                        2014                  B                        CC

                                                                                                                                                                                                                                15
U.S. CLOs See A Surge Of New Issue And Refi/Reset Activity
                                                                                                                                           CLO issuance nearly dried up in Q2 2020 after the arrival of the
                                                                                                                                           pandemic, but then rebounded in the second half; new issue
                                                                                                                                           CLOs finished the year at a respectable $90 billion, but issuance
Number Of U.S. CLOs Priced By Month, 2018 – Q2 2021                                                                                        of CLO refis/resets were down due to wide CLO tranche spreads
                                                                                                                                           during the year.
 120                                                                                                                                       CLO issuance in 2021 (both new issue and refi/resets) has
                                                                                                                   Reset & Refi CLOs (#)
                                                                                                                                           exceeded expectations and is setting records.
 100                                                                                                               New Issue CLOs (#)
                                                                                                                                           Reasons for record CLO new issue volume in 2021 YTD include:
   80
                                                                                                                                           –   The CLO asset class coming through 2020/the pandemic
   60
                                                                                                                                               relatively unscathed; there are fewer CLO skeptics out there
                                                                                                                                               now, and new investors have entered the space.
   40                                                                                                                                      –   Investor search for yield and relative value: CLO ‘AAA’ (and
                                                                                                                                               other) tranches are perceived to offer attractive risk-
   20
                                                                                                                                               adjusted yields compared to comparable assets like CMBS
    0
                                                                                                                                               senior notes and investment-grade corporate bonds.
        Apr-18

        Apr-19

        Apr-20

        Apr-21
        Dec-18

        Aug-20

        Dec-20
        Jan-18

        Jun-18

        Aug-18
        Feb-18
        Mar-18

        May-18

        Jan-19

        Jun-19

        Aug-19

        Dec-19
        Jan-20

        Jun-20

        Jun-21
         Jul-18

        Oct-18

        Feb-19
        Mar-19

        Feb-20
        Mar-20
        Nov-18

        May-19

         Jul-19

        Oct-19
        Nov-19

        May-20

        Jan-21
         Jul-20

        Oct-20

        Feb-21
        Mar-21
        Nov-20

        May-21
        Sep-18

        Sep-19

        Sep-20
                                                                                                                                           –   Investor demand for floating-rate product in a (potentially)
                                                                                                                                               rising rate environment.
Source: S&P Global Ratings.                                                                                                                –   CLO tranche spread tightening, which makes new CLO
Copyright © 2021 by Standard & Poor’s Financial Services LLC. All rights reserved.                                                             issuance economics more appealing. CLO ‘AAA’ tranche
                                                                                                                                               spreads now are tighter than they were pre-COVID.
U.S. CLO Issuance By Year, 2018 – Q2 2021                                                                                                  For CLO resets/refi demand, all of the above plus:
                                                                 New Issue CLOs                             CLO Resets & Refis             –   The sheer overhang of supply, or CLO tranches with spreads
Year                                                    $ Bil.                       CLO Count     $ Bil.                    CLO Count         wider than current market levels (i.e., are “in the money”).
2018                                                 128.865                              241    155.032                            314    –   Pent up demand; relatively few refi/resets got done in 2020,
2019                                                 118.317                              246     43.168                             92        so there’s a backlog of sorts.
2020                                                  91.760                              216     33.455                            119    –   Some of the new issue CLOs that got done in Q2 2020 were
Q1 2021                                               39.758                               82     70.902                            154        issued at breathtakingly wide spreads; these were issued
Q2 2021                                               42.597                               87     65.768                            146        with very short non-call periods which have now ended.

                                                                                                                                                                                                              16
Recent Topical CLO And Leveraged Finance Commentaries

 Leveraged Finance Commentaries
 –   Economic Outlook U.S. Q3 2021: Sun, Sun, Sun, Here It Comes. Jun 24, 2021
 –   A Closer Look At How Uptier Priming Loan Exchanges Leave Excluded Lenders Behind. Jun 15, 2021
 –   The S&P/LSTA Leveraged Loan Index Default Rate Is Expected To Fall To 1.75% By March 2022. Jun 15, 2021
 –   Risky Credits: The 'CCC' Category Leads Speculative-Grade Net Upgrades. Jun 15, 2021
 –   The U.S. Speculative-Grade Corporate Default Rate Could Fall To 4% By March 2022. May 26, 2021
 –   Leveraged Finance: External Panel: Fed Support, Ample Liquidity, And High CLO Issuance On The Table. Feb 18, 2021
 –   Elevated EBITDA Addbacks Are A Continuing Trend. Nov 24, 2020
 –   Settling For Less: Covenant-Lite Loans Have Lower Recoveries, Higher Event And Pricing Risks. Oct 13, 2020
 –   From Crisis To Crisis: A Lookback At Actual Recoveries And Recovery Ratings From The Great Recession To The Pandemic. Oct 08, 2020
 CLO Commentaries
 –   U.S. BSL CLO Top Obligors And Industries Report: Second-Quarter 2021. Jul 14, 2021
 –   Twenty-Two Ratings Raised, 24 Affirmed On Nine U.S. CLO Transactions. Jul 14, 2021
 –   SF Credit Brief: CLO Insights 2021 U.S. BSL Index: U.S. BSL CLO Scenario Analysis Published; Now Tracking ESG Loans In CLOs. Jun 28, 2021
 –   Scenario Analysis: How The Next Downturn Could Affect U.S. BSL CLO Ratings. Jun 17, 2021
 –   SF Credit Brief: CLO Insights 2021 MM Index: Middle Market CLO Issuance Continues While Credit Estimate Defaults Fall. Jun 9, 2021

                                                                                                                                                 17
Analytical Contacts

               Stephen Anderberg                 Daniel Hu
               Sector Lead (U.S. CLOs)           Director (U.S. CLO Team)

               stephen.anderberg@spglobal.com    daniel.hu@spglobal.com

               212.438.8991                      212.438.2206

               Robert Schulz                     Steve Wilkinson
               Sector Lead (Leveraged Finance)   Sector Lead (Leveraged Finance & Recoveries)

               robert.schulz@spglobal.com        steve.wilkinson@spglobal.com

               212.438.7808                      212.438.5093

                                                                                            18
Analytical Managers

              Ramki Muthukrishnan                Jimmy Kobylinski
              Analytical Manager
                                                 Analytical Manager Of U.S. CLOs
              And Head Of Leveraged Finance
              ramki.muthukrishnan@spglobal.com   jimmy.kobylinski@spglobal.com

              212.438.1384                       212.438.6314

                                                                                   19
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