European Super Senior New Money Study J U L Y 2 0 2 1 Houlihan Lokey is the trusted advisor to more top decision- makers than any other independent global investment bank. Corporate Finance Financial Restructuring Financial and Valuation Advisory 2020 M&A Advisory Rankings 2020 Global Distressed Debt & Bankruptcy 2001 to 2020 Global M&A Fairness All U.S. Transactions Restructuring Rankings Advisory Rankings Advisor Deals Advisor Deals Advisor Deals 1 Houlihan Lokey 210 1 Houlihan Lokey 106 1 Houlihan Lokey 956 2 Goldman Sachs & Co 172 2 PJT Partners Inc 63 2 JP Morgan 876 3 JP Morgan 132 3 Lazard 50 3 Duff & Phelps 802 4 Evercore Partners 126 4 Rothschild & Co 46 4 Morgan Stanley 599 5 Morgan Stanley 123 5 Moelis & Co 39 5 BofA Securities Inc 542 Refinitiv (formerly known as Thomson Reuters). Announced Source: Refinitiv (formerly known as Thomson Reuters) Source: Refinitiv (formerly known as Thomson Reuters) or completed transactions. No. 1 U.S. M&A Advisor No. 1 Global Restructuring Advisor No. 1 Global M&A Fairness Opinion Advisor Over the Past 20 Years Top 5 Global M&A Advisor 1,400+ Transactions Completed Valued at More Than $3.0 Trillion 1,000+ Annual Valuation Leading Capital Markets Advisor Collectively Engagements 2 Financial and Valuation Advisory Houlihan Lokey is actively tracking the space as more super senior instruments require an independent valuation or fairness opinion issued to boards of directors. Houlihan Lokey is highly experienced in providing valuations and fairness opinions to facilitate the negotiation and implementation of companies’ potential injection of new money. 1. Houlihan Lokey and Its Relevant Credentials - We conduct more than 1,000 valuation exercises per calendar year, and we are a leading provider of fairness opinions globally. - The benefits of being the only major valuation provider attached to an investment bank with a large restructuring practice is that we get real-world insight into the prices at which illiquid securities change hands. Most of the recent issuances of super senior new money facilities involved Houlihan Lokey acting in different roles through its Financial and Valuation Advisory and Financial Restructuring businesses and Capital Markets Group. 2. Houlihan Lokey’s Independent Valuation and Opinion Practice - As a pure advisory house, Houlihan Lokey is proud of its independence and is free from the conflicts of interest associated with issuing or trading debt, equity, or any securities and commodities. Houlihan Lokey’s valuation practice is independent from other Houlihan Lokey investment banking groups. - Houlihan Lokey specialises in offering impartial and objective financial advise and is a recognised market leader in providing valuation and fairness opinion services. Company boards rely on Houlihan Lokey’s fairness opinions in fulfilling their fiduciary duties and executing transactions in line with industry best practices. 3. Houlihan Lokey’s Dedicated Team 2001 to 2020 Global M&A Fairness - The team dedicated to the valuation of new money securities will be led by Milko Pavlov, the EMEA lead for ourAdvisory global Rankings valuation practice. He will be supported by a cross-sectional team of valuation practitioners and industry and product experts. Advisor Deals - Our credibility and experience in preparing valuation reports will support the transaction process, as our brand1 is widelyHoulihan recognisedLokey by the alternative956 investment industry. A third-party valuation facilitates the management of conflicts of interest between different parties involved. Houlihan Lokey has extensive experience in 2 JP Morgan 876 the new money space to provide valuation and benchmarking analyses necessary to determine the fair value of new instruments. 3 Duff & Phelps 802 Financial and Valuation Advisory 4 Morgan Stanley 599 BofA Securities Inc No. 1 Global M&A 5 542 Refinitiv (formerly known as Thomson Reuters). Announced Fairness Opinion Advisor or completed transactions. Over the Past 20 Years 1,000+ Annual Valuation Engagements 3 Our Engagements Can Typically Be Segmented Into Four Types of Expertise Typical role Typical fee structure The Houlihan Lokey difference Recent Houlihan Lokey deals 1 Minimising financing risk and cost for the has acquired has successfully completed a Competing bulge bracket company from offers refinancing Primarily success- Having sat on the other side of the table for many banks for large-cap from very experienced based fee at flat level decades, we understand investment banks’ thinking €400m Senior Secured 2026 Notes €341m Facility B financings lenders, going “wide” €250m Senior Secured 2028 Notes €87m HoldCo PIK to ensure proper €400m Revolving Credit Facility €62m Revolving Credit Facility Financing Advisor Financing Advisor competition May ’21 Jan. ’21 2 Funds advised by As above, but usually a portfolio company of approaching a small Our constant dialogue with lenders means we can prescreen investors and approach fewer parties has acquired Light touch/process group of known Primarily success- have acquired management lenders with high- based fee at flat level We focus on those processes in which investors are $800m Unitranche quality diligence currently “liquid” and aggressive on terms materials Financing Advisor Financing Advisor Mar. ’21 Nov. ’20 3 Usually commissioned Variable success- We put as much time and effort into financing materials specifically for the based fee based on as our M&A colleagues would in a sellside process an operating company of a portfolio company of funds refinancing process our ability to deliver advised by Opportunistic key metrics We have an active and hands-on approach, including successfully completed a €265m Usually a wide process refinancing of its existing debt has successfully completed a refinancings editing of third-party reports to optimise messaging facilities and added significant refinancing requiring preparation of Sometimes a retainer acquisition financing capacity full due diligence if the outcome is We have proprietary knowledge of precedents and thus Financing Advisor Financing Advisor are able to deliver market-leading terms materials uncertain Apr. ’21 July ’20 4 Project Crown Our team has led financings, lender side, in most major Transaction pending 1 and 3, but also geographies in EMEA and consequently knows the a portfolio company of Typically a retainer typical lender structure concerns Liability management/ require significant has successfully raised additional plus a flat success- growth debt financing and amended special situations structuring input from its existing credit facilities based fee Through our proprietary lender database, we have far- Houlihan Lokey reaching relationships with lenders who focus on out-of- favour industries, jurisdictions, and asset types Financing Advisor Oct. ’19 Our constant dialogue with lenders allows us to prescreen and target select parties based on specific financing asks. 4 Super Senior New Money Funding Summary Activity increased in super senior new money funding across Europe, with 23 borrowers raising c. €2.2 billion between February 2019 and June 2021. Total New Money Terms Company Industry Date Country Currency Comments Debt (m) [1] Type Ranking Size (m) Use of Proceeds Pricing Maturity % of Total Debt Super Travelport Travel Services June 2021 UK USD 2,312.1 TL 150 Liquidity L + 700bps n.a. 6.5% - Facility w as raised to bolster the company’s liquidity Senior Super SGS Finance Retail June 2021 UK GBP 1,274.3 Notes 87 Restructuring 620bps 3.5 years 6.8% - Facility w as raised to refinance existing additional liquidity facilities Senior Super - Facility w as raised to provide the company w ith a liquidity buffer post its debt Comdata Office Services June 2021 Italy EUR 564.3 n.a. 25 Liquidity n.a. n.a. 4.4% Senior restructuring - €125m additonal super senior notes w ere issued to increase liquidity - Super senior bridge notes w ere raised in tw o tranches: Super Liquidity / (1) the first tranche of c.€31m w as raised to fund the company’s operations, Codere Gaming May 2021 Spain EUR 1,351.4 Notes 228 n.a. n.a. 16.9% Senior Restructuring and (2) the second tranche of c.€72m w as raised to pay fund operations and to pay interest on exisiting super senior notes and senior notes Super - Facility w as raised to secure liquidity w hile implementing an expedited sale Smile Telecoms Telecommunications March 2021 UK USD 326.9 Loans 65 Sale 900bps PIK 9 Months 19.8% Senior transaction Super - Facility w as raised to bolster the overall liquidity of the company, providing Ferroglobe Metals and Mining March 2021 UK USD 589.7 Notes 60 Liquidity 900bps cash 4.25 Years 10.2% Senior sufficient cash to deliver on its strategic plan Super - Facility w as raised alongside a €30.0 million private placement w ith investors Takko Fashion Retail March 2021 Germany EUR 790.0 Loans 24 Liquidity n.a. n.a. 3.0% Senior to cover the liquidity needs of the company - The company agreed on a restructuring entailing an equitization of the debt (> Dümmen Agricultural Super February 2021 Netherlands EUR 248.0 [2] TL 50 Restructuring n.a. n.a. 20.2% 50%) and the provision of €50.0 million new money (plus €35.0 million super Orange Products Senior senior RCF to be potentially raised in the future) Super 750bps cash or - Facility w as raised to fund w orking capital requirements follow ing the PizzaExpress Hospitality November 2020 UK GBP 463.0 n.a. 144 Restructuring 4.5 years 31.1% Senior 900bps PIK restructuring. The lenders w ill also receive a substantial equity allocation - An initial €35 million tranche w ill be issued upon successful consent of the Super Prisa Media October 2020 Spain EUR 782.0 Notes 110 Liquidity n.a. n.a. 14.1% A&E agreement. The additional €75 million of new money w ill only be issued Senior subject to delivery of certain conditions Intu Super SONIA + - The £25 million super senior new money injection is part of a temporary Retail October 2020 UK GBP 485.0 Notes 25 Restructuring 3 Years 5.2% Metrocentre Senior 1,100bps PIK restructuring Low 620bps 0.5 Years Mean 1,026bps 3.0 Years Median 1,000bps 3.0 Years High 1,625bps 4.5 Years Sources: Debtwire, BeBeez, Public Filings.