LEVERAGED FINANCE GROUP DEBT MARKET UPDATE SECOND QUARTER 2019 Bridgepoint Investment Banking is a division of Bridgepoint Holdings, LLC. Securities offered through an unaffiliated entity, M&A Securities Group, Inc., member FINRA/SIPC. This entity is not affiliated or associated with, authorized or sponsored by Bridgepoint Advisers Limited Leveraged Finance Group Debt Market Update: Q2 2019 bridgepointib.com BRIDGEPOINT INSIGHTS Debt Market Update: Q2 2019 EXECUTIVE SUMMARY Leveraged Finance Options / Scenarios Leveraged lending in the first half of 2019 witnessed a modest rebound from a Dividend Recapitalization Liquidity choppy end to 2018 as uncertainty about the future of the economy Sizable cash dividend to the owner(s) continues to raise concerns while maintaining 100% ownership of their Company Despite current and potential trade wars on multiple fronts, weakening Flexible / Reduce Debt Service Cashflow macroeconomic data and interest rate With low amortization (20-100 year) / choppiness, pricing and terms required debt service, institutional marginally improved in favor of issuers debt enables higher flexibility and in Q2 cash flow investment into growth Acquisition / Growth Financing Growth The ample capital supply / limited deal flow imbalance continues to cause a Capital to allow the owner(s) of the unique window where senior and company to pursue aggressive alternative lenders have migrated down growth initiatives and / or buyout of to the lower middle market in search of select shareholders deal flow, providing aggressive and Committed Capital Partner Firepower unique financing availability Partner to provide strategic guidance, purchasing power and Bridgepoint expects debt markets to continue to remain flat throughout the additional capital for growth, rest of 2019, due to the excess supply of including acquisitions, or liquidity private debt capital. We advise company owners to act now to strengthen their balance sheets while Non-Sponsor Lender the markets remain favorable Leverage Tolerance 6.00x NEW DEBT TRENDS / TERMS Structured Capital 5.00x 5.25x Growth in structured capital investments with both debt 5.25x 5.25x and equity features due to 1) PE firms moving to minority + 4.75x structured capital investments given increased 4.50x 4.50x 4.00x competition and high M&A purchase prices and 2) private lenders moving down the capital stack to get yield where “ 4.00x there is less competition 3.00x 3.50x Software Recurring Revenue Lending Lending to software companies based on recurring 2.00x 4.00x 4.00x 4.25x revenue (vs. cash flow) has increased with more new debt funds dedicated to technology and existing funds moving Multiples EBTDA / Debt 2.75x rapidly into the space 2.50x 1.00x Healthcare Services & Physician Practice Mgmt. Lending Increased challenges in HC services / PPM lending (multiple 0.00x lenders have softness in their portfolios) – key driver is Cash Flow Senior Unitranche 2nd Lien Sub Debt physician leverage both in terms of driving profitability and Senior Stretch Loans determining the allocation of equity; reimbursement trends challenges persist <$15mm EBITDA $15-$35mm EBITDA >$35mm EBITDA Source: Bridgepoint Investment Banking, Capital IQ, institutionalinvestor.com,, Pitchbook, GF Data, The Lead Left Bridgepoint Investment Banking is a division of Bridgepoint Holdings, LLC. Securities offered through an unaffiliated entity, M&A Securities Group, Inc., member FINRA/SIPC 1 Leveraged Finance Group Debt Market Update: Q2 2019 bridgepointib.com BRIDGEPOINT INSIGHTS Lender Trends Current Lender Pricing Heat Map (LIBOR +) 12.00% Cash Flow Senior 2nd Lien Unitranche Sub Debt 11.00% Senior Stretch Loans 10.00% 10.00% 10.00% 8.00% 9.00% Rates 9.00% 8.00% 6.00% 6.25% 6.00% 5.25% 6.00% Amortization 5.50% 6.00% 5.00% 4.00% 4.50% LIBOR + Percentage + LIBOR 3.25% 4.00% 4.00% Debt/EBITDA 2.00% 2.50% Multiples 1.75% 0.00% Covenants Asset Base Cash Flow Senior Unitranche 2nd Lien Sub Debt Senior Senior Stretch Loans >$35mm EBITDA $15-$35mm EBITDA <$15mm EBITDA Source: Bridgepoint Investment Banking Source: Bridgepoint Investment Banking MIDDLE MARKET TRENDS There are several key considerations that will Total leverage multiples for the middle impact the debt term / options for a company: market experienced a modest rebound to start the year and are expected to remain ✓ EBITDA Scale ✓ Historical & projected financial stable throughout Q3 and Q4 2019 ✓ Industry performance Unique / never before seen access to ✓ Collateral profile structures for sub-$10mm EBITDA ✓ Capital companies in the current market ✓ Cyclicality expenditures ✓ ✓ Bridgepoint expects volatility in the middle Sponsor / non- Use of proceeds market to remain moderate compared to sponsor backed large-cap debt markets – driven by Please contact us for our perspective on likely conservative structures, flexible covenants terms and options on prospective capital and growth in direct-lending funds options you may be considering Middle Market Leverage Multiples 6.1x 5.8x 5.9x 6.0x 5.8x 5.5x 5.6x 5.6x 5.2x 5.3x 5.4x 5.2x 5.4x 4.9x 4.8x 5.0x 4.9x 4.9x 4.5x 4.7x 4.0x 4.2x Q4-16 Q1-17 Q2-17 Q3-17 Q4-17 Q1-18 Q2-18 Q3-18 Q4-18 Q1-19 Q2-19 Senior Leverage Total Leverage Source: Bridgepoint Investment Banking, Capital IQ, Pitchbook 2 Leveraged Finance Group Debt Market Update: Q2 2019 BRIDGEPOINT INSIGHTS Bridgepoint Background Unique focus on first time issuer / non-sponsor middle market leveraged finance / debt advisory 197+ years cumulative investment banking experience $102+ billion of M&A, capital raising, corporate finance and transaction advisory service experience 44 completed M&A assignments spanning more than $30 billion 78 completed corporate finance transactions, raising more than $73 billion in capital SELECTED RECENT BRIDGEPOINT TRANSACTIONS USD 33 million USD 60 million USD 45 million Equity & debt capital raise Global financing Unitranche financing for to support management recapitalization acquisition Sole Financing Arranger Sole Financing Arranger Sole Financial Advisor SECTORS OF FOCUS Industrial & Trucking & Healthcare Consumer Financial Services Software & Real Estate Impact Manufacturing Transportation & Retail & Institutions Technology SENIOR LEADERSHIP Matt Plooster Gary Grote Wm. Lee Merritt Mike Anderson Managing Managing Managing Managing Director Director Director Director Adam Claypool Joe Liss Natasha Subhash Managing Managing Plooster Marineni Director Director COO Vice President OMAHA OFFICE LINCOLN OFFICE DES MOINES OFFICE DENVER OFFICE 450 Regency Parkway, Suite 300 816 P Street, Suite 200 666 Walnut Street, Suite 1720 140 Hurd Lane Omaha, NE 68114 Lincoln, NE 68508 Des Moines, IA 50309 Avon, CO 81620 402.817.7901 402.817.7900 515.325.7615 877.315.2931 bridgepointib.com In order to offer securities-related Investment Banking Services discussed herein, to include M&A and institutional capital raising, certain representatives of Bridgepoint Investment Banking are registered representatives of M&A Securities Group, Inc., an unaffiliated broker-dealer and member FINRA/SIPC. This entity is not affiliated or associated with, authorized or sponsored by Bridgepoint Advisers Limited. 3.