Will CLOs Be Singing The Delta Blues? - Corporate Credit, COVID Variants, And CLOs

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Will CLOs Be Singing The Delta Blues? - Corporate Credit, COVID Variants, And CLOs
Will CLOs Be Singing The Delta Blues?
Corporate Credit, COVID Variants, And CLOs

                                This report does not constitute a rating action.
Will CLOs Be Singing The Delta Blues? - Corporate Credit, COVID Variants, And CLOs
U.S. CLO ratings weathered the COVID-19 pandemic in 2020 with only modest damages. But with elevated
corporate leverage ratios, a historically weak mix of corporate ratings, and declining recovery prospects,
will the ratings of pre-pandemic CLOs come under pressure again? On Thursday, Oct. 7, a panel of S&P
Global Ratings senior corporate and CLO analysts discussed the state of leveraged finance, the impact of
the Delta variant, and the implications for CLO ratings. This slide deck is adapted from content presented
during the session (“Live Webinar and Q&A: Will CLOs Be Singing the Delta Blues? Corporate Credit, COVID
Variants & CLOs”).

A replay of the webcast can be found here.

Moderator:
Steve Anderberg, Sector Lead, U.S. CLOs
Speakers:
Phil Baggaley, Sector Lead (Transportation, Aerospace & Defense)
Emile Courtney, Director (Hotels & Leisure)
Daniel Hu, Director (U.S. CLOs)
Melissa Long, Director (Gaming & Cruise Lines)
Betsy Snyder, Director (Transportation)
Sarah Wyeth, Sector Lead (Consumer & Retail)
Hanna Zhang, Director (Leveraged Finance)

                                                                                                             2
Contents
Leveraged Finance Overview        4

Corporate Sector Snapshots        10

 – Airlines & Transportation      10

 – Lodging & Leisure              15

 – Gaming & Cruise Lines          19

 – Retail & Restaurants           22

What Does it Mean for BSL CLOs?   26

                                       3
Corporate Sector Snapshots
Leveraged Finance Overview

                             Hanna Zhang
                             Director,
                             Leveraged Finance
Leveraged Finance| Key Takeaways
 Leverage Dropped Below Pre-Pandemic Levels For Most

– After 18 months, the overall median leverage of speculative-grade borrowers has returned to, or improved from, 2019
  levels. EBITDA growth more than offset the resurgence in debt borrowing.
– EBITDA margin expansions observed of late were attributed to a variety of factors such as companies’ ability to push
  through price increases, tight cost controls, and strong inventory management.
– Chemicals and consumer products sectors are leading the way in deleveraging, and both have capitalized on the
  rebound in the U.S. economy and spending levels. The auto/trucking sector is also reaping the benefits of strong
  consumer demand and higher prices on more profitable light trucks, while OEM supply is still hampered by
  semiconductor-related chip shortages.
– Technology and telecommunications are among the sectors least disrupted by the pandemic, evidenced by both having
  the smallest swings of median last-12-month (LTM) leverage within our observation period.

Source: S&P Global Ratings

                                                                                                                         5
Leveraged Finance| Key Takeaways
 EBITDA Rises, But Demand Reversion And Debt-Funded Acquisition Can Delay Rating Improvement

– Leverage moderation was fueled by EBITDA growth more than debt reduction. Median LTM EBITDA grew
  28% in the first half of 2021, and about one-third of the sample have seen consecutive growth every
  quarter since the second half of 2020.
– Debt levels began to rise this year. The resurgence was largely driven by mergers and acquisitions (M&As)
  and dividend recaps, which are putting pressure on companies’ credit measures and will likely delay the
  potential improvement in credit quality.
– The median size of cash holdings doubled since third-quarter 2019 and has stayed elevated. More recently,
  companies have built up cash balances from a variety of sources, including IPOs, asset monetizations, and
  equity offerings.
– As stabilization of operations reduce the need for a liquidity buffer, more emphasis is being put on how
  companies use their cash. We see companies increasingly favoring acquisitions for growing size, and
  currently favorable funding rates will continue to encourage aggressive financial strategies such as
  sending large cash payouts to shareholders.

Source: S&P Global Ratings

                                                                                                              6
U.S. Corporate Sectors | Median Leverage Returned To Pre-Pandemic
Levels                            Median Gross Leverage (x)
                                                   Entity count Q3 2019 LTM                  2019         Q1 2020 LTM Q2 2020 LTM Q3 2020 LTM                          2020         Q1 2021 LTM Q2 2021 LTM
Aerospace/defense                                             19    3.4                       3.3             3.3         5.1         3.7                               5.2             5.4         5.5
Auto/trucks                                                      32        3.7                3.8               4.3                6.9               6.2                5.3               5.1                3.5
Business and consumer services                                   85        6.7                7.1               7.3                7.5               7.2                7.0               7.0                6.4
Capital goods/machine and equipment                            126         6.0                5.9               6.3                6.3               6.4                6.0               6.0                5.5
Chemicals                                                        37        5.2                5.3               5.5                6.5               6.0                5.3               4.7                4.0
Consumer products                                                93        5.9                6.2               6.5                6.5               6.1                6.2               5.0                5.0
Forest products/building
                                                                 38        4.4                4.4               4.7                4.2               4.1                3.6               4.0                4.2
material/packaging
Health Care                                                      99        6.8                6.7               7.4                7.3               6.9                7.6               6.9                6.3
Media, entertainment, and leisure                              137         5.3                5.0               6.2                8.4               8.4                8.3               8.5                7.0
Mining and minerals                                              45        3.0                3.1               3.3                4.2               4.6                4.6               4.3                3.0
Oil and gas                                                      70        2.5                2.9               3.0                4.1               5.3                5.1               5.3                4.0
Restaurants/retailing                                            74        4.1                4.3               4.8                6.9               6.1                6.1               5.7                4.1
Real estate                                                      31        7.3                7.0               8.0                7.8               8.0                7.8               8.1                6.8
Technology                                                       90        6.9                7.6               7.6                7.6               6.7                6.6               7.2                6.9
Telecommunications                                               43        4.9                5.0               4.8                4.9               5.0                4.8               4.7                4.9
Transportation                                                   27        3.6                3.5               4.6                6.5               7.9                7.6               7.2                6.9
Total                                                        1,046         5.3                5.3               5.9                6.6               6.3                6.2               6.0                5.3
Leverage is calculated as reported gross debt over reported EBITDA, without adjustment by S&P Global Ratings. The dataset contains 1,046 speculative-grade industrial corporate entities that we rate in the U.S. and
Canada, covering both public and private companies. Footnote to slide 5 charts: reported gross debt and EBITDA without adjustment by S&P Global Ratings. LTM--Last 12 months. Source: S&P Global Ratings

                                                                                                                                                                                                                        7
U.S. Corporate Sectors | Debt Resurgence Driven By M&A And Shareholder
Returns
              $200                                                                             $960
                                          $932     $936                       $932     $935
              $190                                                                             $940
                                                            $910                               $920
              $180                                                   $902
                                                                                        $183
                       $167      $167                                                          $900
              $170                        $163

                                                                                                      $ mil.
    $ mil.

                                                                                               $880              LTM Reported EBITDA
                                 $862                                         $156
              $160                                                                                               Gross Debt (right scale)
                       $850                                                                    $860
              $150                                 $144              $143
                                                            $140                               $840
              $140                                                                             $820
              $130                                                                             $800
                      2019Q3    2019Q4   2020Q1   2020Q2   2020Q3   2020Q4   2021Q1   2021Q2
              $130
              $120
              $110
                                                                     $114     $114
                                                            $111                       $112
              $100                                 $108
                                          $103
     $ mil.

               $90                                                                                             Cash (incl. cash
                                                                                                               equivalents and short-
               $80                                                                                             term investments)

               $70
               $60               $66
               $50        $55
                     2019Q3     2019Q4   2020Q1   2020Q2   2020Q3   2020Q4   2021Q1   2021Q2
Source: S&P Global Ratings.

                                                                                                                                        8
Speculative Grade | Upgrades Far From Reversing Downgrades
U.S. and Canadian nonfinancial corporates
                                                 Downgrade                      Upgrade                     Net                   Cumulative net changes since 2/2/20 (RHS)
    100                                                                                                                                                                                                        0

     50
                                                                                                                                                                                                               -100

       0
                                                                                                                                                                                                               -200
    -50

   -100                                                                                                                                                                                                        -300

   -150                                                                                                                                                                                                        -400

   -200
                                                                                                                                                                                                               -500
   -250

                                                                                                                                                                                                               -600
   -300

   -350                                                                                                                                                                                                        -700

Covers U.S. and Canadian speculative-grade nonfinancial corporate ratings. Downgrades, upgrades, and net show the 4-week trailing sum of ratings changes. Cumulative net changes are the absolute sum of net
ratings changes since Feb. 2, 2020. Source: S&P Global Ratings

                                                                                                                                                                                                                      9
Corporate Sector Snapshots
Airlines & Transportation

                             Phil Baggaley
                             Sector Lead, Transportation,
                             Aerospace & Defense

                             Betsy Snyder
                             Director, Transportation
U.S. Airlines | Key Takeaways
 Beginning to see some daylight

– Airline passenger levels surged during the spring and summer but remained 20%-25% below
  2019 levels.
– The timing and extent of business and international travel recovery remain uncertain.
– We lowered our ratings on U.S. airlines by 1-4 notches in the spring of 2020 and maintain our
  negative rating outlooks.
– Since June 2021, we have revised rating outlooks to stable or positive.
– Credit ratios this year will be below levels supporting upgrades, but 2022 may see higher
  ratings.

Source: S&P Global Ratings

                                                                                                  11
U.S. Airlines | Delta Variant Slows, But Does Not Stop Recovery
      Industry unlikely to recover fully before 2023
                                        TSA Throughput 2021 % Change vs 2019                                  – Summer Surge. Pent-up demand for leisure travel
                                                     % Δ vs 2019 (7-day moving avg.)                            powers domestic traffic recovery.
                          0%                                                                                  – Business travel lags but is improving. Business traffic
                                                                                                                trended upwards, but the Delta variant is postponing
                         -10%                                                                                   some return-to-the-office and, as a result, corporate
                                                                                                                travel.
                         -20%                                                                                 – International travel is still mostly dormant. Except for
TSA Airport Throughput

                                                                                                                nearby beach destinations (Mexico, Caribbean, etch.),
                         -30%
                                                                                                                international is stymied by government restrictions
                                                                                                                and passenger fears of being stranded.
                         -40%                                                                                 – Massive federal aid finally winds down. The payroll
                                                                                                                support program was mostly done by Q2, but that and
                                                                                                                generous capital markets leave airlines with ample
                         -50%
                                                                                                                liquidity.

                         -60%
                                                                                                              – Airline managements look to rebuild balance
                                                                                                                sheets. Priorities begin pivot from borrowing to boost
                                                                                                                liquidity to paying down debt, rebuilding the balance
                         -70%
                            Jan-21   Feb-21 Mar-21   Apr-21   May-21     Jun-21    Jul-21   Aug-21   Sep-21
                                                                                                                sheet, and unencumbering some assets.

   Source: S&P Global Ratings.

                                                                                                                                                                           12
U.S. Airlines | Ratings At Or Near Post-COVID Lows, But Outlooks Now
Stable Or Positive
                    Funds From Operations/Debt (%)                                  U.S. Airline Ratings: Current Vs Pre-COVID-19
                 American Airlines   Delta Air Lines   United Airlines                                   CLO Rank   Current           February 2020
   50                                                                    Issuer                          (#)        Ratings/Outlook   Ratings/Outlook
                                                                         Southwest Airlines Co.              --     BBB/Positive      BBB+/Stable
   40
                                                                         Delta Air Lines Inc.               293     BB/Stable         BBB-/Stable
   30
                                                                         Alaska Air Group Inc.               --     BB-/Positive      BB+/Stable
   20                                                                    JetBlue Airways Corp.               --     B+/Positive       BB/Stable
   10                                                                    United Airlines Holdings, Inc      15      B+/Stable         BB/Positive

    0                                                                    Allegiant Travel Co.               674     B+/Stable         BB-/Stable
                                                                         Spirit Airlines Inc.                --     B/Positive        BB-/Stable
  -10
                                                                         American Airlines Group Inc.        7      B-/Stable         BB-/Stable
  -20
                  2019                   2020                   2021F    Hawaiian Holdings Inc.              --     CCC+/Positive     BB-/Stable

 U.S. Airline Syndicated Loans Mainly Secured by Intangibles
 – International routes, takeoff and landing slots, airport gates
 – Frequent flyer programs

Source: S&P Global Ratings.
Aircraft Lessors                                           Car Renters

       – Fewer requests for lease deferrals and                   – Demand has recovered amid a vehicle shortage.
         restructurings. The worst seems to be over for their       Demand has returned at U.S. airports because
         airline customers.                                         domestic leisure traffic has recovered, resulting in a
       – Demand for wide-body aircraft is expected to               shortage of available vehicles and record high rental
         remain under pressure. Strength in shorter haul            car pricing.
         leisure traffic has increased demand for narrow-body     – Used car prices are at record highs: A shortage of
         aircraft, while weak longer haul international traffic     used vehicles for sale has resulted in record-high
         should continue to depress demand for wide-body            used vehicle prices.
         aircraft.                                                – Earnings and cash flow have recovered. Higher
       – Access to liquidity has remained strong. The capital       rental rates have benefited car renters’ earnings and
         markets have remained open, particularly for               cash flow just a year after they reached their trough
         unsecured debt and at record low rates.                    at the beginning of the pandemic.
        – Aircraft lessors’ market share is expected to           – Access to capital remains strong. The sector
          increase. With demand for newer and more efficient        continues to have strong access to capital.
          aircraft that lessors have, their market share of the
          global fleet could approach 50% over the next few
          years.

Source: S&P Global Ratings.

                                                                                                                             14
Corporate Sector Snapshots
Lodging & Leisure

                             Emile Courtney
                             Director, Hotels & Leisure
U.S. Lodging | Key Takeaways
    Delta could impact business and group travel
–    We believe the greatest impact from the Delta variant could be in business and group travel in full-service lodging, and in fitness, with many other outdoor
     recreation and out-of-home entertainment options less affected.

In lodging:
–    The summer leisure surge in hotel demand drove better-than-expected trends in U.S. RevPAR year-to-date through August, but the back-to-office delays and uncertainties
     regarding in-person schooling in some parts of the U.S. this fall have the potential to limit business and group travel and hold back recovery in the full-service hotel sector for the
     remainder of this year.
–    The booking window in the hotel sector remains very short, and that makes it tough for hotel owners to plan and staff up sufficiently to meet demand when there is currently a lot
     of competition for labor. That may keep hotel labor costs atypically low for a while. But that’s not a stable planning environment, and it won’t last once conditions normalize.
–    One other risk factor to think about in lodging ratings is leveraging M&A or other capital actions such as companies potentially resuming dividends and share repurchases.

In fitness:
– The Delta variant could slow the recovery in gym memberships if indoor mask mandates or other restrictions are reinstated in some places. All fitness ratings
     remain in the ‘CCC’ category because of very high leverage that may not be sustainable.

–    The Delta variant is not apparently hurting the regional theme parks. Even if there is a modest slowdown in coming months over the holiday season, following a very
     strong summer season where attendance was exceeding 2019 levels in most open theme parks around the country. Over the past two months, we raised our
     ratings on all four regional theme parks: SeaWorld, Six Flags, Cedar Fair, and Herschend.

–    Outdoor recreation continues to do well. Boat, RVs, and fishing gear sales continue to surge as these activities continue to lend themselves to social distancing and
     limited constraints.

–    We expect the ski sector to recover in the upcoming 2021-2022 ski season, probably close to 2019 levels of visitation, following a ski season that was significantly
     impaired by COVID-19-related restrictions last year that resulted in low visitation and ancillary spending on restaurants and ski schools. The Delta variant could
     cause some restrictions indoors at ski resort restaurants and bars, but we are forecasting a recovery that has nearly all rated ski resorts at to pre-crisis levels.

Source: S&P Global Ratings

                                                                                                                                                                                         16
U.S. Lodging | Delta Delaying Return To Office, And Business And
Group Travel Recovery
U.S. RevPAR will not return to 2019 levels until 2023 at the earliest – 2021 (20%-25% below 2019); 2022 (5%-15% below 2019)

US RevPAR Trend 2021
RevPAR YTD                                                          –   The Delta variant is delaying the return to office among some companies and
% Change vs 2019                                                        lengthening the recovery period of business transient travel and group
 20%
                                                                        bookings, thereby placing a greater burden on leisure travel.
                                                         January    –   We expect recovery in business and group travel will strengthen in 2022, but
  0%                                                                    U.S. RevPAR will likely not return to 2019 levels until 2023 at the earliest.
                                                         February
                                                                    –   Most lodging ratings have a negative outlook because there remains
-20%                                                     March
                                                                        significant downgrade risk in the sector, given the sensitivity to any potential
                                                         April          slowdown in the recovery of hotel occupancy or rate.
-40%                                                     May        –   In the U.S., the economy, midscale, and extended-stay hotel segments have
                                                         June           outperformed the overall lodging industry since the beginning of the
-60%                                                                    pandemic. We expect this trend to continue in 2021, with the economy and
                                                         July
                                                                        midscale segments will lead the lodging sector's recovery.
-80%                                                     August
                                                                    –   A successful initial vaccination campaign in the U.S., massive fiscal stimulus
                                                                        and consumer savings, and pent-up demand for leisure travel could mean
-100%
                                                                        the worst really is behind us.
                                                                    –   While the recovery will be a long, tough road, we believe that trends are
                                                                        toward the better end of our base-case forecast.

Source: S&P Global Ratings.

                                                                                                                                                       17
U.S. Lodging | Leisure Stabilizing, Lodging, Fitness Still Largely
Negative
 Sector Outlook Distribution                                  Key Rating Actions: Current Vs Pre-COVID 19
 As of 09/30/2021                                                                                   CLO Rank Current         February 2020
                                                              Issuer                                (#)      Ratings/Outlook Ratings/Outlook
                                                              Marriott International LLC            --       BBB-/Negative BBB/Stable
                                                              Hyatt Hotels Corp.                    --        BBB-/Watch Neg BBB/Stable
                                            Stable, 44%
                                                              Host Hotels & Resorts Inc.            --        BB+/Negative   BBB-/Stable
                                            Negative, 39%
                                                              Choice Hotels International Inc.      --        BBB-/Stable    BBB-/Stable
                                            Positive, 12%
                                                              Hilton Worldwide Holdings Inc.        280       BB/Negative    BB+/Stable
                                            WatchPos, 2%
                                                              Four Seasons Holdings Inc.            863       BB/Negative    BB/Stable
                                            WatchNeg, 2%
                                                              Wyndham Hotels & Resorts Inc.         498       BB+/Stable     BB+/Stable
                                            Developing, 2%
                                                              Alterra Mountain Co.                  52        B/Stable       B/Stable
                                                              SeaWorld Parks & Entertainment Inc.   234       B+/Positive    B+/Stable

     – Outdoor recreation (boats, RVs) stable
     – Out-of-home entertainment (regional theme parks, ski) stable/positive
     – Fitness negative
     – Lodging mostly negative – low-end hotel franchisors stable

Source: S&P Global Ratings.

                                                                                                                                               18
Corporate Sector Snapshots
Gaming & Cruise Lines

                             Melissa Long
                             Director, Gaming &
                             Cruise Lines
U.S. Gaming | Delta’s Effect On Gaming Likely Modest, But More
Pronounced In Las Vegas
YTD as of August 2021, Las Vegas Strip gaming revenue at 2019 levels. Regional gaming revenue ahead of 2019.
                     Las Vegas’ Recovery Trend YTD              – Leisure leads the way: Pent up demand for travel and gaming, loosening of
Las Vegas Strip Operating Metrics YTD                             restrictions, and the return of sports and entertainment accelerated Las
 % Change vs 2019
                                                                  Vegas’ recovery in the second and third quarters. Visitor volume and
                                                                  occupancy lag gaming revenue and average daily rate (ADR), given limited
                                                                  international and convention business.
  40%
                                                     January    – Delta variant remains a near-term risk: The variant delayed the return of
  20%                                                February     some conventions and group meetings to Las Vegas in third-and fourth-
                                                                  quarter 2021, but we believe 2022 bookings are still pacing well compared to
                                                     March
    0%                                                            2019.
                                                     April
                                                                – Sustainability of revenue recovery: A rebound in Las Vegas’ convention
 -20%                                                May          business next year should smooth any pullback in leisure travel. Current
                                                     June         strong demand for regional gaming could wane in 2022 as consumers deplete
 -40%
                                                     July         savings and alternate travel and entertainment options fully reopen.
 -60%                                                August     – Sustainability of robust margin improvement: Operators may need to
                                                                  increase marketing and labor costs somewhat to compete for discretionary
 -80%                                                             income as other leisure alternatives fully reopen.

-100%                                                           – Asset sales: Asset sales could accelerate improvements in credit measures
                                                                  for highly leveraged gaming companies.
                                                                – Leveraging M&A and shareholder returns: Operators could use improved
                                                                  cash flow generation and leverage cushion to engage in M&A and shareholder
                                                                  returns.
Source: S&P Global Ratings.

                                                                                                                                                 20
U.S. Gaming & Cruise | Outlook Mixed Across Sectors
 Sector Outlook Distribution                                  Key Rating Actions: Current Vs Pre-COVID 19
 As of 09/30/2021                                             Of top 250 CLO obligors and other select gaming/cruise CLO obligors

                                                                                               Current             February 2020
                                                              Issuer                           Ratings/Outlook     Ratings/Outlook

                                             Stable, 36%      Caesars Entertainment            B/Stable            B+/WatchNeg

                                             Negative, 30%    Scientific Games                 B/WatchPos          B/Positive

                                             Positive, 20%    Station Casinos                  B+/WatchPos         B+/Stable

                                             WatchPos, 8%     Bally’s Corp                     B/Stable            B+/Negative

                                             WatchNeg, 6%     Penn National Gaming             B/WatchPos          B+/Stable

                                                              Carnival Corp.                   B/Negative          A-/Negative

                                                              NCL Corporation Ltd.             B/Negative          BB+/Stable

   – Regional gaming outlooks largely stable or positive, or on CreditWatch positive, given revenue recovery and margin improvement.
   – Large Macau & Las Vegas operators either on CreditWatch negative or have negative outlooks.

   – Cruise outlooks all remain negative given uncertainty around the industry’s recovery path, a gradual resumption in operations, and
     extraordinary levels of incremental debt to fund cash burn while ships were docked.

Source: S&P Global Ratings.

                                                                                                                                          21
Corporate Sector Snapshots
Retail & Restaurants

                             Sarah Wyeth
                             Sector Lead,
                             Consumer & Retail
Retail & Restaurants | Key Takeaways
 Benefiting from pent-up demand

– Most of the retail industry is benefiting from pent-up demand and financially healthy consumers.
– Supply chain bottlenecks are likely to dampen growth well into 2022.
– Full price sell-through should provide some offset to inflationary pressures.
– Positive rating actions have outnumbered negative actions in 2021.
– Net positive bias in ratings reflects continued recovery in credit measures for some issuers and
  improved competitive position in new normal for others.

Source: S&P Global Ratings

                                                                                                     23
U.S. Retail & Restaurants | Lingering Pandemic Dynamics
 Industry top line and margins likely peaked in Q2 2021
E-Commerce Springs Back After Declining In July
                                                                                                                                                                                                   – Delta variant: Marginal impact to consumer behavior. Nesting
95                                                                                                                                                                                                   trend isn’t over as consumers realize elevated time at home will
                                                                                                                                                                                                     be extended. Consumers learned how to shop and dine safely.
90                                                                                                                                                                                                   Easy transitions between digital and brick-and-mortar.
                                                                                                                                                                                                   – Supply chain constraints: Dislocation of shipping containers,
85                                                                                                                                                                                                   truck-driver shortage, overwhelmed ports, and COVID-induced
                                                                                                                                                                                                     shutdowns leaves retailers struggling to procure inventory in
80
                                                                                                                                                                                                     advance of holiday season. Expiration of federal supplemental
                                                                                                                                                                                                     unemployment benefits should ease labor shortages. (See “Labor
                                                                                                                                                                                                     And Supply Chain Woes Chill Retail Spirits For Holidays And
75                                                                                                                                                                                                   Beyond,” Sept. 28, 2021).
                                                                                                                                                                                                   – Inflation pressure: Wages, freight, and merchandise cost
70
                                                                                                                                                                                                     increases likely to dampen profits over next ~12 months. Large
                                                                                                                                                                                                     retailers leasing ships or paying for air freight.
65
                                                                                                                                                                                                   – Financially healthy consumers: Extraordinary savings and FOMO
                                                                                                                                                                                                     support full-price selling. Consumers have $2.5 trillion in excess
60                                                                                                                                                                                                   savings, and savings rate continues to be high. Healthy demand
                                          May-20

                                                                                                                                                      May-21
                                                            Jul-20

                                                                                                                                                                        Jul-21
                                                                                       Oct-20
               Feb-20

                                                                                                                           Feb-21
                                                                                                         Dec-20
                                                                     Aug-20

                                                                                                                                                                                 Aug-21
      Jan-20

                                                                                                                  Jan-21
                                 Apr-20

                                                                                                                                             Apr-21
                        Mar-20

                                                                              Sep-20

                                                                                                                                    Mar-21

                                                                                                                                                                                          Sep-21
                                                                                                Nov-20
                                                   Jun-20

                                                                                                                                                               Jun-21

                                                                                                                                                                                                     will roll into 2022 due to supply chain constraints.

Source: U.S. Census Bureau, S&P Global Ratings

                                                                                                                                                                                                                                                                          24
U.S. Retail and Restaurants | Positive Bias Reflects Continued Recovery
  Sector Outlook Distribution                                   Key Rating Actions: Current vs Pre-COVID 19
  As of September 2021                                          Of top 250 CLO obligors

                                                                                                           Current           February 2020
                                                               Issuer                                      Ratings/Outlook   Ratings/Outlook
                                                                IRB Holdings                               B/Positive        B+/Stable
                                             Negative, 9%
                                                                Restaurant Brands International Inc        BB/Stable         BB/Stable
                                             Stable, 75%        Great Outdoors Group, LLC (FKA Bass Pro)   BB-/Positive      B+/Stable
                                             Positive, 16%      Harbor Freight Tools USA Inc.              BB-/Stable        BB-/Negative

                                             Watch Pos, 1%
                                                                LS Group OpCo Acquisition LLC              B/Stable          --
                                                                Whatabrands LLC                            B/Stable          B/Stable
                                                                Golden Nugget Inc.                         B-/CWPos          B/Stable
                                                                Mavis Tire Express Services TopCo LP       B-/Stable         B/Stable
                                                                Petco Health and Wellness Company, Inc.    B/Stable          CCC+/Negative

     – Majority of issuers have recovered credit quality to pre-pandemic level
     –
U.S. CLOs
What’s Changed Since 2020?

                             Steve Anderberg
                             Sector Lead, U.S. CLOs

                              Daniel Hu
                              Director, U.S. CLOs
U.S. CLOs | Key Takeaways
 Modest Collateral Improvement, Record Issuance
– CLO issuance in 2021 has exceeded expectations and is setting records. Reasons for record CLO new issue volume in
  2021 YTD include the asset class coming through the pandemic relatively unscathed; there are fewer CLO skeptics now
  than there were before the pandemic, and new investors have entered the space. Additionally, investors continue to
  search for yield and relative value, and CLO ‘AAA’ (and other) tranches are perceived to offer attractive risk-adjusted
  yields compared to comparable assets.
– New issuance totaled $130.2 billion through Q3, versus $91.8 billion for full year 2020. Further, U.S. CLO
  refinancings/resets totaled $196.6 billion through the same period, having already eclipsed its full-year total of $167
  billion set in 2017 (see slide 23 for further detail on issuance).
– Collateral metrics on pre-pandemic CLOs have improved since a year ago, although most are still not back to their
  January 2020 levels. The average BSL ‘CCC’ basket (including new issue CLOs rated during 2020) is now 6.32%, versus
  7.64% at the start of 2021 and 12.31% at their peak in 2020. The exposure to loans from obligors rated ‘B-’ has remained
  pretty stable, however--it’s currently 25.15% of total CLO collateral compared to its peak of 25.71% in June of 2020.
  Longer term, the proportion of loans from ‘B-’ obligors has doubled over the past four years.
– We reviewed 115 CLO transactions to evaluate their improvement over the last year when nearly all of them had seen a
  negative rating action in the second half of 2020. On August 20th, we placed 252 of the ratings on CreditWatch positive
  and three of the ratings on CreditWatch negative. The positive CreditWatch placements primarily reflect an overall
  improvement in performance and credit, particularly the decrease in exposure to loans from companies rated in the
  'CCC' category and paydowns to the senior CLO notes.

Source: S&P Global Ratings

                                                                                                                            27
BSL CLOs | Improvement of Pre-Pandemic CLOs Level Off in 3Q
                     BSL CLOs Issued           BSL CLOs Issued               BSL CLOs Issued
                         in 2020                  2017-19                     2016 & Prior

                                                                     Average 'CCC' Category Exposure   –   Credit metrics for 2020 vintage
                 Average Par Change YTD 2021
                                                                                                           CLOs remain mostly stable in
   0.00%                                                    10%
                                                                                                           2021
                                                             9%
  -0.05%                                                     8%                                        –   Par balance for pre-pandemic
                                                             7%
  -0.10%
                                                             6%
                                                                                                           CLOs have stabilized by Q3 2021
  -0.15%                                                     5%                                            (reinvesting pre-pandemic CLOs
                                                             4%                                            lost about 1% of par in 2020)
  -0.20%                                                     3%
                                                             2%                                        –   Average ‘CCC’ buckets of pre-
  -0.25%
                                                             1%                                            pandemic CLOs have dipped
                                                             0%
  -0.30%                                                                                                   below the 7.5% mark; stabilized
                                                                                                           in Q3 2021
                                                                                                       –   After recovering in 1H 2021, OC
                   Average Junior OC Cushion                             Average 'B-' Exposure             cushions for pre-pandemic CLOs
  6.0%                                                      26.00%                                         have mostly stabilized in Q3
                                                                                                           (about 1% lower than pre-
  5.0%                                                      25.50%
                                                                                                           pandemic levels)
  4.0%                                                      25.00%
                                                                                                       –   ‘B-’ exposure remains stable;
  3.0%                                                      24.50%                                         many issuers that were
  2.0%                                                      24.00%                                         upgraded out of the ‘CCC’
  1.0%                                                      23.50%
                                                                                                           category wind up at ‘B-’; average
                                                                                                           ‘B-’ exposure of about 27%
  0.0%                                                      23.00%
                                                                                                           across 2021 vintage CLOs

Source: S&P Global Ratings.

                                                                                                                                         28
BSL CLOs | Exposure To ‘B-’ Assets Has Doubled Over Past Four Years
                      Rating Distribution for Assets In Reinvesting U.S. BSL CLOs (2017-Q3 2021)
                              2017YE   2018YE   2019YE   2020YE   end 1Q2021   end 2Q2021   end 3Q2021   – Upgrades have outpaced
  45%
                                                                                                           downgrades across U.S. BSL
                                                                                                           CLO obligors every month in
  40%                                                                                                      2021.
                                                                                                         – The ratings mix of obligors in
  35%                                                                                                      pre-pandemic CLO
                                                                                                           portfolios have stabilized in
  30%
                                                                                                           Q3 2021.
  25%                                                                                                    – However, credit quality still
                                                                                                           isn’t back to where it was
  20%                                                                                                      pre-COVID-19; loans from
                                                                                                           issuers rated ‘B-’ now
  15%                                                                                                      comprise over 26% of CLO
                                                                                                           portfolios, compared to
  10%
                                                                                                           about 20% prior to the
                                                                                                           pandemic.
    5%
                                                                                                         – 2021 vintage new issue
    0%                                                                                                     CLOs have also seen a
                                                                                                           higher level of exposure to
                                                                                                           ‘B-’ obligors.

Source: S&P Global Ratings.

         29
BSL CLOs | Recovery Ratings Mix Drifts Downward
                      Recovery Ratings for Assets in Reinvesting US BSL CLOs (2017 – Q3 2021)
                             2017YE       2018YE   2019YE   2020YE   end 1Q2021    end 2Q2021     end 3Q2021                             –   Recovery ratings tend to be more
40%
                                                                                                                                             stable than credit ratings, but
                                                                                                                                             exposures within CLO collateral
35%
                                                                                                                                             pools can migrate over time due
                                                                                                                                             to new issue loans being issued
30%                                                                                                                                          at higher or lower recovery
                                                                                                                                             ratings, and sometimes due to
25%                                                                                                                                          recovery ratings on existing loans
                                                                                                                                             being raised or lowered.
20%                                                                                                                                      –   Over the past several years, there
                                                                                                                                             has been a significant increase in
15%                                                                                                                                          loans with a recovery rating of ‘3’
                                                                                                                                             and point estimates of either
10%                                                                                                                                          50% or 55% (i.e., the 3L category
                                                                                                                                             in the chart); they currently make
                                                                                                                                             up over 37% of total CLO asset
  5%
                                                                                                                                             par, compared to about 30% prior
                                                                                                                                             to the COVID-19 pandemic.
  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%)

Corporate Recovery Ratings and Point Estimates Mapped to CLO 'AAA' Recovery Assumptions (see appendix for other CLO rating category
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%
*NR not included. Source: S&P Global Ratings

        30
BSL CLOs | Reinvesting Into Loans With Lower Recovery Ratings
   BSL CLOs Issued                             BSL CLOs Issued                          BSL CLOs Issued                  Average Loan Turnover In First Three Quarters Of 2021
       in 2020                                     2017-19                                2016 & Prior
                                                                                                                         BSL CLOs Issued in 2020                              46.90%
                          Average SPWARF Across CLO Insights 2021 US BSL CLO Index                                       BSL CLOs Issued 2017-19                             41.02%
      2900
                                                                                                                         BSL CLOs Issued 2016 & Prior                        41.69%
      2850
      2800
                                                                                                                         Through the first three quarters in 2021:
      2750
      2700                                                                                                               –   The average loan turnover has surpassed 40%; the
      2650
                                                                                                                             post-pandemic CLOs experienced greater turnover
      2600
                                                                                                                             relative to the pre-pandemic CLOs (46% vs about
                                                                                                                             41%).
      2550
      2500                                                                                                               –   The credit quality (SPWARF) of the pre-pandemic
      2450                                                                                                                   CLOs have improved in 2021 while the SPWARF of
                2021JAN   2021FEB    2021MAR    2021APR   2021MAY   2021JUN   2021JUL    2021AUG    2021SEP    2021OCT       the post-pandemic CLOs remained mostly stable.
                                                                                                                         –   The weighted average recovery rate (WARR) has
                          Average WARR Across CLO Insights 2021 US BSL CLO Index*                                            declined gradually in 2021; the post-pandemic CLOs
     63.0%
                                                                                                                             started the year with a WARR that was higher than
     62.5%                                                                                                                   the pre-pandemic CLOs but have experienced a
     62.0%                                                                                                                   larger decline so far.
     61.5%
                                                                                                                         –   The WARR of the loans that are no longer held within
     61.0%                                                                                                                   the portfolios is 62.0%; the WARR of the loans that
     60.5%                                                                                                                   are newly added within the portfolios in 2021 is
     60.0%                                                                                                                   59.6%.
     59.5%                                                                                                               –   The deterioration in the recovery rate distribution,
     59.0%                                                                                                                   combined in some cases with par loss, has put
                2021JAN   2021FEB 2021MAR      2021APR    2021MAY   2021JUN   2021JUL   2021AUG    2021SEP    2021OCT        pressure on some of the rating cushions of pre-
*NR not included. Source: S&P Global Ratings                                                                                 pandemic CLOs.

           31
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