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1 Lincoln International D E A L R E A D E R VOG Q2 2015www.lincolninternational.com © 2015 Lincoln International LLC
Over the last several years,
expansionary monetary policy and
higher leverage buyout multiples
have made investors reevaluate their
asset allocations in search of higher
returns. Private equity (“PE”) has
been the beneficiary of these alloca-
tions such that the amounts of PE
are at record levels. Since 2008, the
number of PE fundraisings have
nearly doubled and, as of January
2015, over 2,200 PE funds were
fundraising (Figure 1). Ironically
though, between the first quarter of
2014 and the first quarter of 2015,
the number of middle market PE
fund closings actually declined from
50 funds to only 32 funds (Figure 2).
What this demonstrates is that de-
spite the growth in the PE industry,
the fundraising environment remains
challenging as General Partners
(“GPs”) compete for Limited Part-
ners’ (“LPs”) capital commitments.
Naturally, strong historical
performance and track record by a
GP will speak volumes during the
fundraising process. Take Black-
stone, a manager with a proven his-
tory of enhanced returns. They re-
cently closed two flagship funds and
each fund reportedly held a first
close with over $13 billion of commit-
ments. Furthermore, the first close
of Blackstone’s flagship buyout fund
occurred just seven months after it
began marketing, well below the me-
dian timeframe for PE funds of ap-
proximately fifteen months. Howev-
er, most middle market PE funds do
not have the tenure and brand name
of Blackstone and, therefore, should
expect the fundraising environment
to be much more difficult. This was
further exacerbated in early June
2015 when CalPERS announced it
would be taking steps to reduce the
number of external managers it part-
ners with. Following the announce-
ment, it was expected that the
world’s largest PE funds, with the
capacity to take billion dollar commit-
ments, would continue to yield the
benefit of commitments from
CalPERS, whereas middle market
and other small funds would see less
of an allocation.
(continued on page 4)
The Fair Valuation of a Unitranche Facility
Valuations & Opinions Group
Q2 2015: Inside this Issue
Welcome to the latest issue of the Valuations & Opinions Group
Deal Reader, a newsletter offering insights on valuation topics of
interest to financial executives, business owners, and investment
and valuation professionals. We are pleased to provide commentary
regarding relevant valuation topics and keep you informed about
developments at our firm and in the market.
Key topics covered in the issue include:
▪ The Fair Valuation of a Unitranche Facility
▪ The State of Private Equity Fundraising
▪ Quarterly Regulatory Update
▪ Lincoln’s Perspectives on the Middle Market
▪ BDC Capital Raising & Performance
Prior to 2009, middle market
debt financings were relatively straight-
forward with borrowers relying on sen-
ior debt, whether asset based or cash
flow, and supplementing additional
debt capital needs with a layer of mez-
zanine or subordinated debt. Subse-
quent to the credit crisis the capital
markets have experienced: (1) in-
creases in competition arising from
non-bank lenders gaining market
share; along with, (2) non-bank lenders
willing to provide additional varieties
and extensions of senior and subordi-
nated debt to borrowers.
The loss in market share by
banks and traditional finance compa-
nies was filled by Business Develop-
ment Companies (“BDCs”), credit op-
portunity funds and hedge funds.
These non-bank lenders realized that,
rather than follow the traditional capital
(continued on page 5)
By Brian Garfield and Jason Wirth
By Brian Garfield and Mac Fillet
Regulatory Update
In the news:
On March 30, 2015, the SEC announced
allegations that Lynn Tilton and her Patri-
arch Partners firms, which manage three
CLO funds known as the “Zohar Funds”,
breached fiduciary duties and defrauded
clients. An SEC release stated, Tilton
and Patriarch failed to value the Zohar
Fund’s assets under a methodology con-
sistent with the CLO funds offering docu-
ments. The methodology described
would have given investors greater fund
management control and earlier principal
repayments if collateral loans weren’t
performing to a particular standard. Ac-
cording to reports, Tilton and her firms
allegedly collected higher management
fees than which they were entitled. The
release also indicated the Zohar Funds
failed to conduct a required impairment
analysis on the funds assets. Additional-
ly, financial statements also allegedly
falsely stated that the Zohar Funds as-
sets were reported at fair value. The
matter will be scheduled for a public
hearing before an administrative law
judge to determine what, if any, remedial
actions are appropriate.
Hot off the Press:
Effective the end of April 2015, Marc
Wyatt, will replace Andrew Bowden, as
Acting Director of the OCIE, a division of
the SEC. Wyatt was the former Deputy
Director of the OCIE.
Key Quote:
“It is reasonable to assume that the next
year may bring additional private equity
actions by the SEC’s Division of Enforce-
ment, and so we anticipate heightened
awareness of reputational and headline
risk by the investor community.” - Marc
Wyatt, at the Private Fund Compliance
Forum conference, May 13, 2015.
The State of Private Equity Fundraising
2 Lincoln International D E A L R E A D E R VOG Q2 2015www.lincolninternational.com © 2015 Lincoln International LLC
Lincoln’s database of middle
market companies indicated quarterly
year-over-year revenue growth de-
creased in Q1 2015, compared to the
prior quarter.
Out of over 600 companies
tracked, 55% grew revenue in Q1
2015 relative to Q1 2014, while 55%
grew EBITDA. This compared to pro-
portions of 65% and 49%, respectively,
in Q4 2014. For the third consecutive
quarter Lincoln observed revenue
growth across each of the five industry
sectors tracked. EBITDA performance
in Q1 2015 was mostly positive with
average growth from Q1 2014 of 2.2%,
which represents an improvement from
the 0.2% decline observed in the prior
period.
The lowest revenue growth
was observed from companies with
below $10 million of EBITDA, reversing
the trend observed in the prior quarter,
with smaller companies exhibiting the
highest revenue growth rates (see
chart on page 3).
Lincoln tracked middle market
sponsored M&A enterprise value multi-
ples, leverage, and average LTM
EBITDA were up quarter over quarter.
Lincoln notes the Q1 2015 sample size
of 7 transactions is light compared to
previous quarters. Loan pricing for all
junior financings (including refi-
nancings and dividend recapitaliza-
tions) decreased marginally to a three-
year low of 9.8%. Average unitranche
pricing per quarter varied from 7.8% to
10.8% in 2014, and settled at 9.3% in
Q1 2015.
Presented below are selected
data gathered from middle market
companies through Lincoln’s portfolio
valuation activities and proprietary da-
tabase.
About Lincoln’s Valuation Database: Lincoln maintains an extensive proprietary da-
tabase in connection with its quarterly portfolio valuation activities containing valuation
and financial data for a diverse group of companies across ten primary industry seg-
ments. The database offers a glimpse into the middle market where reliable data is
otherwise limited. Valuation metrics reflect observed transaction multiples. Financial
results reflect information available at the end of each calendar quarter (typically, finan-
cial statements for one or two months preceding the end of each calendar quarter).
By Wesley R. Trowbridge and David M. Stauffer
Total Leverage & Equity Cushions Total Junior Pricing
Junior Financing Statistics
▪ Summarized above are average statistics for financings comprised of second lien, mezzanine, and unitranche facilities closed between
Q1 2012 and Q1 2015. Deals include leveraged acquisitions, add-on acquisitions, refinancings, and dividend recapitalizations.
▪ Continuing a trend that has largely started in 2011, total junior loan pricing has continued to fall, decreasing by 60 basis points in the most
recent quarter to 9.8%. Q1 2015 loan pricing was 90 basis points lower than the 2014 average of 10.7%, and 190 basis points below the
2013 average of 11.7%. Leverage was flat in Q1 and in line with 2014 levels, but greater than 2012 through 2013 levels.
Commentary:
▪ Average equity cushions observed in Q1
2015 experienced a slight rebound com-
pared to Q4 2014, but were mostly un-
changed from the peak of 45% observed
in Q3 2014, and are in-line Lincoln’s his-
torical data set average of 41%.
▪ Total leverage remained consistent from
FY 2013 to FY 2014, at 4.5x and 4.6x,
respectively. Consistent with total lever-
age, senior leverage was mostly un-
changed from FY 2013 to FY 2014, at
3.4x and 3.5x, respectively. In Q1 2015
total leverage was observed to increase
while senior leverage declined.
Q2 ’13 Q3 ’13 Q4 ’13 Q1 ’14 Q2 ’14 Q3 ’14 Q4 ’14 Q1 ‘15
TEV / EBITDA 7.4x 7.5x 8.2x 8.3x 7.3x 8.3x 8.0x 9.4x
Total Debt /
EBITDA
4.4x 4.7x 4.6x 4.5x 4.6x 4.6x 4.6x 4.9x
Senior Debt /
EBITDA
3.5x 3.5x 3.4x 3.3x 3.4x 3.8x 3.6x 3.1x
Equity % of Total
Cap
38% 37% 44% 44% 33% 45% 39% 42%
LTM EBITDA
(Average)
$21 $47 $30 $31 $35 $29 $29 $34
Count 12 22 15 34 43 28 46 7
Note: Total Unitranche Pricing quarterly data points based on average FY 2013, FY 2014, and
LTM 2015 pricing
13.2%
9.8%
10.4%
9.3%
7%
8%
9%
10%
11%
12%
13%
14%
Total Junior Pricing Total Unitranche Pricing
4.2x 4.1x 4.1x
4.3x 4.4x
4.6x
4.8x
4.6x
4.9x 4.9x
5.1x
4.9x 4.9x
0%
5%
10%
15%
20%
25%
30%
35%
40%
45%
50%
2.0x
2.5x
3.0x
3.5x
4.0x
4.5x
5.0x
5.5x
Total Leverage Equity % of Total Capital
Lincoln’s Perspectives on the Middle Market
M&A Transactions
3 Lincoln International D E A L R E A D E R VOG Q2 2015www.lincolninternational.com © 2015 Lincoln International LLC
EBITDA Growth in the Middle Market Reversed 2014 Trend
▪ Approximately 55% of the companies observed reported revenue growth in Q1 2015 vs. Q1 2014. This represents the first quarter that
year-over-year revenue growth decelerated compared to the prior quarter since Q1 2014, and is the fourth lowest level of year-over-year
revenue growth observed since Q1 2012.
▪ Despite the decline in the number of companies reporting revenue gains, Lincoln observed an increase in the number of companies that
have reported year-over-year EBITDA gains. The percentage of companies reporting year-over-year EBITDA gains of 55% is the highest
level observed since Lincoln began collecting this data in Q1 2012.
Revenue & EBITDA Trends
Total Leverage (By Size)
Financial Growth Rates (Mean)
LTM EBITDA
($ in Millions)
EBITDA
Margin
Q1 ‘15 vs. Q1 ’14 Q4 ‘14 vs. Q4 ‘13
Revenue EBITDA Revenue EBITDA
$0 - $10 12.7% 1.3% -13.0% 8.8% -3.0%
$10 - $30 20.3% 4.7% 2.4% 2.5% -2.5%
$30 - $50 22.0% 5.2% 6.6% 5.5% 0.0%
>$50 24.1% 3.7% 4.1% 5.8% 3.4%
Total 20.0% 3.9% 2.2% 5.1% -0.2%
Lincoln’s Perspectives on the Middle Market (continued)
Revenue Growth ─ % of Companies (Qrtrly to YoY) EBITDA Growth ─ % of Companies (Qrtrly to YoY)
By Size: By Industry:
Industry Sector
EBITDA
Margin
Q1 ‘15 vs. Q1 ’14 Q4 ‘14 vs. Q4 ‘13
Revenue EBITDA Revenue EBITDA
Business Services 20.5% 3.2% -4.3% 1.3% -3.2%
Consumer 14.7% 7.2% 1.7% 5.5% 0.5%
Healthcare 20.4% 4.5% 0.2% 5.9% 2.9%
Industrials 17.0% 1.9% 4.2% 2.6% -3.7%
Technology 23.8% 0.4% 5.0% 5.5% -1.9%
Total (all
industries)
20.0% 3.7% 2.2% 5.1% -0.2%
Q1 2015 Q4 2014
Average Multiple of LTM EBITDA ($ in millions) Average Multiple of LTM EBITDA ($ in millions)
74%
69%
63%
59%
47% 49%
58% 59%
52%
56%
63% 65%
55%
0%
10%
20%
30%
40%
50%
60%
70%
80%
Q1 '12 Q3' 12 Q1 '13 Q3' 13 Q1 '14 Q3 '14 Q1 '15
56%
52%
47%
51%
42% 43%
47% 49% 48% 48% 48% 49%
55%
0%
10%
20%
30%
40%
50%
60%
Q1 '12 Q3' 12 Q1 '13 Q3' 13 Q1 '14 Q3 '14 Q1 '15
4.4x 4.4x
4.9x
5.3x
$0.0 - $10.0 $10.0 - $30.0 $30.0 - $50.0 > $50.0
4.0x
4.3x
5.0x 5.1x
$0.0 - $10.0 $10.0 - $30.0 $30.0 - $50.0 > $50.0
4 Lincoln International D E A L R E A D E R VOG Q2 2015www.lincolninternational.com © 2015 Lincoln International LLC
Commentary:
▪ Summarized above are the proportions of loans observed with values below 95%, 80% and 50% of par. The universe is comprised
of mostly illiquid middle market loans valued by Lincoln and includes first liens, unitranche, second liens, and mezzanine, among
other loan types. The proportion of loans valued below 95% of par peaked in Q4 2014 and Q1 2015 after having trended down-
ward since late 2013. These loans account for approximately 19% of the total dataset and of the these below par loans, approxi-
mately 50% are in the Energy sector.
Lincoln’s Perspectives on the Middle Market (continued)
The State of Private Equity Fundraising (continued from page 1)
Loan Pricing Relative to Par Distressed Issuances Maturities
One of the key factors in a
successful fundraising is the GPs
preparedness. The Institutional
Limited Partners Association’s
(“ILPA”) highlights three guiding
principles of PE institutions: align-
ment of GP/LP Interests; enhance-
ment of corporate governance; and
a high degree of transparency. At a
minimum, in order to be successful
when fundraising, GPs should strive
to attain best practice standards and
these clearly defined principles pro-
vide a benchmark for GPs to meas-
ure against.
Another differentiating fac-
tor in fundraising will be the way in
which returns are calculated and
presented. As part of the diligence
process, LPs will consider both real-
ized and unrealized returns in as-
sessing the performance of previous
investments. The calculation of re-
alized returns should be straightfor-
ward, based on the proceeds from
exit of an investment relative to its
cost basis. However, given the il-
liquidity of PE investments, the valu-
ation of unrealized returns is more
challenging. GPs must consider not
only the fundamental performance
of the business but also how poten-
tial buyers would perceive the in-
vestment based on today’s high val-
uation levels. GPs will have to
predicate valuations based on an
understanding of whom the potential
buyers could be, such as a corpo-
rate strategic, a PE platform or a
small tuck-in to a strategic or PE
buyer. This becomes even more
challenging for those unrealized
investments which have been a
portfolio company for more than a
few years with no recent M&A mar-
ket purchase price to serve as a
guidepost for the valuation exercise.
With median holding periods up for
most PE investments to over five-
years, there are a substantial num-
ber of PE investments without any
recent indication from the M&A mar-
kets on valuations. In addition to
these difficulties of valuing unreal-
ized investments, GPs must be pre-
pared for scrutiny by potential LPs
regarding these valuations and their
reasonableness as a basis to calcu-
late fund returns in marketing mate-
rials to LPs. To demonstrate best
practices with potential LPs, GPs
should consider utilizing an inde-
pendent third party to calculate the
value of their unrealized positions
both during and leading up to a
fundraising.
It is clear that institution’s
launching a new PE fund should be
prepared for extensive rounds of
diligence with potential LPs. In or-
der to maximize success during
such process, GPs should demon-
strate why an investor’s capital
would be best served within their
organization and doing so will re-
quire meeting industry best practic-
es.
Source: PitchBook
Figure 1: Private Equity Fund Raising Figure 2: Private Equity Fund Closings
Source: PitchBook
5 Lincoln International D E A L R E A D E R VOG Q2 2015www.lincolninternational.com © 2015 Lincoln International LLC
The Fair Valuation of a Unitranche Facility (continued from page 1)
structure and compete directly
against traditional lenders, they could
differentiate themselves by deploying
larger sums of capital in a more crea-
tive way. One financial instrument that
has quickly gained market share is a
new type of debt, cleverly named the
unitranche loan.
The concept of a unitranche
loan is simple.
As so frequently happens in the capi-
tal markets, while this new security
started off simply, today there are
many nuances and variations of a
unitranche loan. As a result, Lincoln
observes that the pricing and terms
for unitranche facilities vary widely.
There are an array of factors
that influence the terms and condi-
tions of a unitranche facility. Uni-
tranche lenders recognize that the
pricing of a unitranche facility is es-
sentially the weighted average return
based on the wide band of senior and
subordinated debt risk, and potentially
equity risk, embedded within one se-
curity type (see Figure 1). As each
unitranche structure represents an
unique blend of senior, subordinated
and equity return and risk, comparing
unitranche facilities, as well as deter-
mining their fair value, can be chal-
lenging.
Determining the Fair Value of a
Loan
As is common with debt facil-
ities, in order to determine the fair
value of a loan, an income approach
(i.e., specifically a discounted cash
flow or DCF analysis) is performed.
The DCF considers the expected fu-
ture cash flows of the unitranche facil-
ity and discounts those cash flows at
a market participant rate of return.
The present value of the cash flows
will then equal the fair value of the
unitranche facility. A significant compli-
cation in the valuation analysis of a
unitranche loan is determining the
appropriate discount rate to apply to
the forecasted cash flows.
Issues with Determining the Yield
of a Unitranche
As with all financial instru-
ments, in determining the discount
rate (i.e., or synonymously yield), both
the underlying credit quality (i.e., risk
of default) of the investment and pre-
vailing market conditions are consid-
ered. Financial and accounting theo-
ries agree that the discount rate must
reflect the rate of return a market par-
ticipant would require if the fund re-
underwrote the security as of the
measurement date.
Unlike traditional senior and
mezzanine debt, where there is a sub-
stantial amount of publicly available
data to support a market participant
discount rate, in the case of uni-
tranche facilities, there is substantially
less market participant data available.
In addition, given the aforementioned
multi-layered risk-return nature of a
unitranche facility, benchmarking a
unitranche loan to a senior and/or
mezzanine lending yield to an index
could lead to significant tracking error.
Estimating the Market Participant
Discount Rate of an Unitranche Fa-
cility
From a valuation point of
view, as with all debt instruments, the
first step in determining an applicable
discount yield as of a measurement
date is to assess the implied credit risk
of the security. Ultimately, the dis-
count rate must be commensurate
with the securities credit worthiness.
Given a unitranche facility’s combina-
tion of senior, subordinated and equity
characteristics, its market participant
discount rate should reflect the
weighted average cost of the senior,
subordinated, and/or equity risk em-
bedded within the underlying facility.
As unitranche facilities are highly
structured based upon the credit pro-
file of each borrower, the terms and
conditions of unitranche facilities will
vary widely. For example, one uni-
tranche loan may have a structure
comprised of 3.0 times (to EBITDA)
senior leverage and 2.0 times subordi-
nated capital; whereas another uni-
tranche facility could be comprised of
3.5 times senior leverage, 1.0 times
subordinated leverage, and 0.5 times
equity.
Given the: (1) heterogeneity
of unitranche facilities; (2) lack of an
active market; and, (3) inability to ob-
tain market participant data, the deter-
mination of a market discount rates
requires an in-depth understanding of
how a market participant would deter-
mine the risk-return profile as of the
measurement date. As a result, Lin-
coln has observed that yields of uni-
tranche facilities are imperfectly corre-
lated to yields of more actively traded
senior and subordinated financial in-
struments.
The credit worthiness of two
unitranche facilities are rarely, if ever,
homogeneous; each underwriting of a
unitranche facility has distinctive char-
acteristics. Unlike more traditional
senior or subordinated debt, where
market data is readily available and
the allocation of senior and subordi-
nated debt tranches are well defined,
unitranche loans require a thorough
understanding of their unique implied
debt and equity characteristics. All
market participants must fully under-
stand the characteristics of the uni-
tranche loan to accurately assess the
fair value of this very complicated se-
curity.
Figure 1: Security Types
“A unitranche facility consolidates
multiple layers of debt into one
tranche or facility.”
“… benchmarking a unitranche
loan … could lead to significant
tracking error”
“… the terms and conditions of
unitranche facilities will vary wid-
ley.”
“… unitranche loans require a thor-
ough understanding of their
unique implied debt and equity
characteristics.”
6 Lincoln International D E A L R E A D E R VOG Q2 2015www.lincolninternational.com © 2015 Lincoln International LLC
Valuations & Opinions GroupValuations & Opinions Group
BDC Capital Raising & Performance
BDC Developments
▪ BDC’s underperformed the S&P 500 and have lost
5.8% of equity value over the last year
▪ Since the beginning of March 2015, a flurry of fol-
low-on equity issuances have been completed,
mostly near or above 100%, which is accretive to
NAV.
▪ Goldman Sachs BDC, Inc. completed the first BDC
IPO since May 2014 and is the first investment
bank backed BDC, although Credit Suisse Group
has filed for an IPO of its Credit Suisse Park View
BDC
Widening Performance Spread Between S&P 500 and BDC Index
Recent BDC Follow-On Issuances
BDC IPOs Since January 2014
Source: Capital IQ , BB&T, Dealogic ECM Analytics, Thomson Financial, BDC Summary
85.0%
90.0%
95.0%
100.0%
105.0%
110.0%
115.0%
BDC Index S&P 500 Index
3/17/2015
Goldman Sachs BDC, Inc.
IPO
5/08/2014
Alcentra Capital
Corporation IPO
LTM 2015
BDC –5.8%
S&P +12.8%
6.0%
7.0%
8.0%
9.0%
10.0%
11.0%
12.0%
0.80x
0.85x
0.90x
0.95x
1.00x
1.05x
1.10x
1.15x
1.20x
DividendYield
Price/BookValue
P/BV Dividend Yield
$534 $627
$480
$311
$632
$120
$823
$1,498
$907
$3,263
$2,873
$2,030
$527
$19
$0
$500
$1,000
$1,500
$2,000
$2,500
$3,000
$3,500
$4,000
2009 2010 2011 2012 2013 2014 YTD 2015
($inMillions)
Rights Offering
Follow-On
Offering
IPO
Historical BDC Equity Issuances
0 IPO, 14 FO
4 IPO, 30 FO, 1 RO
5 IPO, 35 FO
6 IPO, 11 FO
5 IPO, 15 FO
5 IPO, 20 FO
About the BDC Stock Index
Similar to the S&P 500 Index, the BDC Stock Index is a market cap weighted composite index. The index is prepared by first selecting a base period, in this
case, May 2014 — May 2015, and totaling the market caps of the companies in this period. This period and total market cap is set to a base index, in this case,
1,000. Next, the current period’s total market cap is calculated, divided by the base period’s total market cap and then multiplied by the base index (1,000). The
result is the index value used for plotting in the graph on the prior page.
BDC Stock Index
Highlights
▪ As of May 12, 2015, the BDC Stock
Index was trading at a Price / Book
value (P/BV) of 0.92x.
▪ On May 8, 2015, Externally man-
aged BDC’s with market capitaliza-
tions over $500 million trade on
average at 95% P/NAV, BDC’s
with market capitalizations below
$500 million trade on average of
87% P/NAV
Source: Capital IQ as of March 11, 2015
Note: Dividend Yield increased from 9.5% to 10.5% on March 16, 2015 due to increase in NasdaqGS:SVVC dividend paid per share
1 IPO, 9 FO
Amount Post-Deal Offer Price
Offered Market Cap / NAV
Pricing Date Issuer Ticker ($MM) ($MM) (%)
4/15/2015 Monroe Capital Corporation MRCC 36 142 106
4/10/2015 Golub Capital BDC, Inc. GBDC 61 895 112
4/8/2015 Capitala Finance Corp. CPTA 64 231 99
3/27/2015 TriplePoint Venture Growth BDC Corp TPVG 95 143 100
3/24/2015 Hercules Technology Growth Capital, Inc. HTGC 90 971 134
3/19/2015 Garrison Capital Inc. GARS 12 244 97
3/19/2015 Horizon Technology Finance Corporation HRZN 33 161 97
3/10/2015 Main Street Capital Corporation MAIN 111 1,370 141
3/10/2015 Gladstone Investment Corporation GAIN 24 194 87
2015 Q2 161
2015 Q1 366
YTD 2015 Total $527
Amount Post-Deal Offer Price
Offered Market Cap / NAV
Pricing Date Issuer Ticker ($MM) ($MM) (%)
3/17/2015 Goldman Sachs BDC, Inc. GSBD $120 $709 103
5/8/2014 Alcentra Capital Corporation ABDC 100 100 100
3/20/2014 TPG Specialty Lending, Inc. TSLX 112 830 103
3/5/2014 TriplePoint Venture Growth BDC Corp TPVG 125 130 104
2/5/2014 CM Finance Inc. CMFN 100 105 102
1/15/2014 American Capital Senior Floating, Ltd. ACSF 195 134 100
7 Lincoln International D E A L R E A D E R VOG Q2 2015www.lincolninternational.com © 2015 Lincoln International LLC
Officer Contacts
Patricia Luscombe, CFA
Managing Director
pluscombe@lincolninternational.com
+1 312 506 2744
Ron Kahn, CPA
Managing Director
rkahn@lincolninternational.com
+1 312 580 6280
Lincoln International specializes in merger and acquisition
advisory services, debt advisory services, private capital rais-
ing and restructuring advice on mid-market transactions. Lin-
coln International also provides fairness opinions, valuations
and pension advisory services on a wide range of transaction
sizes. With sixteen offices in the Americas, Asia and Europe,
Lincoln International has strong local knowledge and contacts
in key global economies. The firm provides clients with senior-
level attention, in-depth industry expertise and integrated re-
sources. By being focused and independent, Lincoln Interna-
tional serves its clients without conflicts of interest. More infor-
mation about Lincoln International can be obtained at
www.lincolninternational.com.
Valuations Team
Smitha Balasubramanian, Vice President
Brian Garfield, Vice President
Neal Hawkins, Vice President
Sarit Rapport, Vice President
Wesley Trowbridge, Vice President
Nick Baldwin, Associate
Michael Bagnoli, Analyst
Andrew Bartolotta, Analyst
Chris Buck, Analyst
Tegan Chapman, Analyst
Mackenzie Fillet, Analyst
Tarun Jain, Analyst
Jesse Lawrence, Analyst
Chris Mazzone, Analyst
Jordan Schwartz, Analyst
David Stauffer, Analyst
Alexander Waite, Analyst
Lucas Weiss, Analyst
Jason Wirth, Analyst
sbalasubramanian@lincolninternational.com
bgarfield@lincolninternational.com
nhawkins@lincolninternational.com
srapport@lincolninternational.com
wtrowbridge@lincolninternational.com
nbaldwin@lincolninternational.com
mbagnoli@lincolninternational.com
abartolotta@lincolninternational.com
tchapman@lincolninternational.com
cbuck@lincolninternational.com
mfillet@lincolninternational.com
tjain@lincolninternational.com
jlawrence@lincolninternational.com
cmazzone@lincolninternational.com
jschwartz@lincolninternational.com
dstauffer@lincolninternational.com
awaite@lincolninternational.com
lweiss@lincolninternational.com
jwirth@lincolninternational.com
Michael R. Fisch, CPA
Managing Director
mfisch@lincolninternational.com
+1 312 580 8344
Larry Levine
Managing Director
llevine@lincolninternational.com
+1 312 506 2733
About Lincoln International
150+Bankers in North
and South America
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and Asia
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VOG Deal Reader_Q2 2015

  • 1. 1 Lincoln International D E A L R E A D E R VOG Q2 2015www.lincolninternational.com © 2015 Lincoln International LLC Over the last several years, expansionary monetary policy and higher leverage buyout multiples have made investors reevaluate their asset allocations in search of higher returns. Private equity (“PE”) has been the beneficiary of these alloca- tions such that the amounts of PE are at record levels. Since 2008, the number of PE fundraisings have nearly doubled and, as of January 2015, over 2,200 PE funds were fundraising (Figure 1). Ironically though, between the first quarter of 2014 and the first quarter of 2015, the number of middle market PE fund closings actually declined from 50 funds to only 32 funds (Figure 2). What this demonstrates is that de- spite the growth in the PE industry, the fundraising environment remains challenging as General Partners (“GPs”) compete for Limited Part- ners’ (“LPs”) capital commitments. Naturally, strong historical performance and track record by a GP will speak volumes during the fundraising process. Take Black- stone, a manager with a proven his- tory of enhanced returns. They re- cently closed two flagship funds and each fund reportedly held a first close with over $13 billion of commit- ments. Furthermore, the first close of Blackstone’s flagship buyout fund occurred just seven months after it began marketing, well below the me- dian timeframe for PE funds of ap- proximately fifteen months. Howev- er, most middle market PE funds do not have the tenure and brand name of Blackstone and, therefore, should expect the fundraising environment to be much more difficult. This was further exacerbated in early June 2015 when CalPERS announced it would be taking steps to reduce the number of external managers it part- ners with. Following the announce- ment, it was expected that the world’s largest PE funds, with the capacity to take billion dollar commit- ments, would continue to yield the benefit of commitments from CalPERS, whereas middle market and other small funds would see less of an allocation. (continued on page 4) The Fair Valuation of a Unitranche Facility Valuations & Opinions Group Q2 2015: Inside this Issue Welcome to the latest issue of the Valuations & Opinions Group Deal Reader, a newsletter offering insights on valuation topics of interest to financial executives, business owners, and investment and valuation professionals. We are pleased to provide commentary regarding relevant valuation topics and keep you informed about developments at our firm and in the market. Key topics covered in the issue include: ▪ The Fair Valuation of a Unitranche Facility ▪ The State of Private Equity Fundraising ▪ Quarterly Regulatory Update ▪ Lincoln’s Perspectives on the Middle Market ▪ BDC Capital Raising & Performance Prior to 2009, middle market debt financings were relatively straight- forward with borrowers relying on sen- ior debt, whether asset based or cash flow, and supplementing additional debt capital needs with a layer of mez- zanine or subordinated debt. Subse- quent to the credit crisis the capital markets have experienced: (1) in- creases in competition arising from non-bank lenders gaining market share; along with, (2) non-bank lenders willing to provide additional varieties and extensions of senior and subordi- nated debt to borrowers. The loss in market share by banks and traditional finance compa- nies was filled by Business Develop- ment Companies (“BDCs”), credit op- portunity funds and hedge funds. These non-bank lenders realized that, rather than follow the traditional capital (continued on page 5) By Brian Garfield and Jason Wirth By Brian Garfield and Mac Fillet Regulatory Update In the news: On March 30, 2015, the SEC announced allegations that Lynn Tilton and her Patri- arch Partners firms, which manage three CLO funds known as the “Zohar Funds”, breached fiduciary duties and defrauded clients. An SEC release stated, Tilton and Patriarch failed to value the Zohar Fund’s assets under a methodology con- sistent with the CLO funds offering docu- ments. The methodology described would have given investors greater fund management control and earlier principal repayments if collateral loans weren’t performing to a particular standard. Ac- cording to reports, Tilton and her firms allegedly collected higher management fees than which they were entitled. The release also indicated the Zohar Funds failed to conduct a required impairment analysis on the funds assets. Additional- ly, financial statements also allegedly falsely stated that the Zohar Funds as- sets were reported at fair value. The matter will be scheduled for a public hearing before an administrative law judge to determine what, if any, remedial actions are appropriate. Hot off the Press: Effective the end of April 2015, Marc Wyatt, will replace Andrew Bowden, as Acting Director of the OCIE, a division of the SEC. Wyatt was the former Deputy Director of the OCIE. Key Quote: “It is reasonable to assume that the next year may bring additional private equity actions by the SEC’s Division of Enforce- ment, and so we anticipate heightened awareness of reputational and headline risk by the investor community.” - Marc Wyatt, at the Private Fund Compliance Forum conference, May 13, 2015. The State of Private Equity Fundraising
  • 2. 2 Lincoln International D E A L R E A D E R VOG Q2 2015www.lincolninternational.com © 2015 Lincoln International LLC Lincoln’s database of middle market companies indicated quarterly year-over-year revenue growth de- creased in Q1 2015, compared to the prior quarter. Out of over 600 companies tracked, 55% grew revenue in Q1 2015 relative to Q1 2014, while 55% grew EBITDA. This compared to pro- portions of 65% and 49%, respectively, in Q4 2014. For the third consecutive quarter Lincoln observed revenue growth across each of the five industry sectors tracked. EBITDA performance in Q1 2015 was mostly positive with average growth from Q1 2014 of 2.2%, which represents an improvement from the 0.2% decline observed in the prior period. The lowest revenue growth was observed from companies with below $10 million of EBITDA, reversing the trend observed in the prior quarter, with smaller companies exhibiting the highest revenue growth rates (see chart on page 3). Lincoln tracked middle market sponsored M&A enterprise value multi- ples, leverage, and average LTM EBITDA were up quarter over quarter. Lincoln notes the Q1 2015 sample size of 7 transactions is light compared to previous quarters. Loan pricing for all junior financings (including refi- nancings and dividend recapitaliza- tions) decreased marginally to a three- year low of 9.8%. Average unitranche pricing per quarter varied from 7.8% to 10.8% in 2014, and settled at 9.3% in Q1 2015. Presented below are selected data gathered from middle market companies through Lincoln’s portfolio valuation activities and proprietary da- tabase. About Lincoln’s Valuation Database: Lincoln maintains an extensive proprietary da- tabase in connection with its quarterly portfolio valuation activities containing valuation and financial data for a diverse group of companies across ten primary industry seg- ments. The database offers a glimpse into the middle market where reliable data is otherwise limited. Valuation metrics reflect observed transaction multiples. Financial results reflect information available at the end of each calendar quarter (typically, finan- cial statements for one or two months preceding the end of each calendar quarter). By Wesley R. Trowbridge and David M. Stauffer Total Leverage & Equity Cushions Total Junior Pricing Junior Financing Statistics ▪ Summarized above are average statistics for financings comprised of second lien, mezzanine, and unitranche facilities closed between Q1 2012 and Q1 2015. Deals include leveraged acquisitions, add-on acquisitions, refinancings, and dividend recapitalizations. ▪ Continuing a trend that has largely started in 2011, total junior loan pricing has continued to fall, decreasing by 60 basis points in the most recent quarter to 9.8%. Q1 2015 loan pricing was 90 basis points lower than the 2014 average of 10.7%, and 190 basis points below the 2013 average of 11.7%. Leverage was flat in Q1 and in line with 2014 levels, but greater than 2012 through 2013 levels. Commentary: ▪ Average equity cushions observed in Q1 2015 experienced a slight rebound com- pared to Q4 2014, but were mostly un- changed from the peak of 45% observed in Q3 2014, and are in-line Lincoln’s his- torical data set average of 41%. ▪ Total leverage remained consistent from FY 2013 to FY 2014, at 4.5x and 4.6x, respectively. Consistent with total lever- age, senior leverage was mostly un- changed from FY 2013 to FY 2014, at 3.4x and 3.5x, respectively. In Q1 2015 total leverage was observed to increase while senior leverage declined. Q2 ’13 Q3 ’13 Q4 ’13 Q1 ’14 Q2 ’14 Q3 ’14 Q4 ’14 Q1 ‘15 TEV / EBITDA 7.4x 7.5x 8.2x 8.3x 7.3x 8.3x 8.0x 9.4x Total Debt / EBITDA 4.4x 4.7x 4.6x 4.5x 4.6x 4.6x 4.6x 4.9x Senior Debt / EBITDA 3.5x 3.5x 3.4x 3.3x 3.4x 3.8x 3.6x 3.1x Equity % of Total Cap 38% 37% 44% 44% 33% 45% 39% 42% LTM EBITDA (Average) $21 $47 $30 $31 $35 $29 $29 $34 Count 12 22 15 34 43 28 46 7 Note: Total Unitranche Pricing quarterly data points based on average FY 2013, FY 2014, and LTM 2015 pricing 13.2% 9.8% 10.4% 9.3% 7% 8% 9% 10% 11% 12% 13% 14% Total Junior Pricing Total Unitranche Pricing 4.2x 4.1x 4.1x 4.3x 4.4x 4.6x 4.8x 4.6x 4.9x 4.9x 5.1x 4.9x 4.9x 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% 50% 2.0x 2.5x 3.0x 3.5x 4.0x 4.5x 5.0x 5.5x Total Leverage Equity % of Total Capital Lincoln’s Perspectives on the Middle Market M&A Transactions
  • 3. 3 Lincoln International D E A L R E A D E R VOG Q2 2015www.lincolninternational.com © 2015 Lincoln International LLC EBITDA Growth in the Middle Market Reversed 2014 Trend ▪ Approximately 55% of the companies observed reported revenue growth in Q1 2015 vs. Q1 2014. This represents the first quarter that year-over-year revenue growth decelerated compared to the prior quarter since Q1 2014, and is the fourth lowest level of year-over-year revenue growth observed since Q1 2012. ▪ Despite the decline in the number of companies reporting revenue gains, Lincoln observed an increase in the number of companies that have reported year-over-year EBITDA gains. The percentage of companies reporting year-over-year EBITDA gains of 55% is the highest level observed since Lincoln began collecting this data in Q1 2012. Revenue & EBITDA Trends Total Leverage (By Size) Financial Growth Rates (Mean) LTM EBITDA ($ in Millions) EBITDA Margin Q1 ‘15 vs. Q1 ’14 Q4 ‘14 vs. Q4 ‘13 Revenue EBITDA Revenue EBITDA $0 - $10 12.7% 1.3% -13.0% 8.8% -3.0% $10 - $30 20.3% 4.7% 2.4% 2.5% -2.5% $30 - $50 22.0% 5.2% 6.6% 5.5% 0.0% >$50 24.1% 3.7% 4.1% 5.8% 3.4% Total 20.0% 3.9% 2.2% 5.1% -0.2% Lincoln’s Perspectives on the Middle Market (continued) Revenue Growth ─ % of Companies (Qrtrly to YoY) EBITDA Growth ─ % of Companies (Qrtrly to YoY) By Size: By Industry: Industry Sector EBITDA Margin Q1 ‘15 vs. Q1 ’14 Q4 ‘14 vs. Q4 ‘13 Revenue EBITDA Revenue EBITDA Business Services 20.5% 3.2% -4.3% 1.3% -3.2% Consumer 14.7% 7.2% 1.7% 5.5% 0.5% Healthcare 20.4% 4.5% 0.2% 5.9% 2.9% Industrials 17.0% 1.9% 4.2% 2.6% -3.7% Technology 23.8% 0.4% 5.0% 5.5% -1.9% Total (all industries) 20.0% 3.7% 2.2% 5.1% -0.2% Q1 2015 Q4 2014 Average Multiple of LTM EBITDA ($ in millions) Average Multiple of LTM EBITDA ($ in millions) 74% 69% 63% 59% 47% 49% 58% 59% 52% 56% 63% 65% 55% 0% 10% 20% 30% 40% 50% 60% 70% 80% Q1 '12 Q3' 12 Q1 '13 Q3' 13 Q1 '14 Q3 '14 Q1 '15 56% 52% 47% 51% 42% 43% 47% 49% 48% 48% 48% 49% 55% 0% 10% 20% 30% 40% 50% 60% Q1 '12 Q3' 12 Q1 '13 Q3' 13 Q1 '14 Q3 '14 Q1 '15 4.4x 4.4x 4.9x 5.3x $0.0 - $10.0 $10.0 - $30.0 $30.0 - $50.0 > $50.0 4.0x 4.3x 5.0x 5.1x $0.0 - $10.0 $10.0 - $30.0 $30.0 - $50.0 > $50.0
  • 4. 4 Lincoln International D E A L R E A D E R VOG Q2 2015www.lincolninternational.com © 2015 Lincoln International LLC Commentary: ▪ Summarized above are the proportions of loans observed with values below 95%, 80% and 50% of par. The universe is comprised of mostly illiquid middle market loans valued by Lincoln and includes first liens, unitranche, second liens, and mezzanine, among other loan types. The proportion of loans valued below 95% of par peaked in Q4 2014 and Q1 2015 after having trended down- ward since late 2013. These loans account for approximately 19% of the total dataset and of the these below par loans, approxi- mately 50% are in the Energy sector. Lincoln’s Perspectives on the Middle Market (continued) The State of Private Equity Fundraising (continued from page 1) Loan Pricing Relative to Par Distressed Issuances Maturities One of the key factors in a successful fundraising is the GPs preparedness. The Institutional Limited Partners Association’s (“ILPA”) highlights three guiding principles of PE institutions: align- ment of GP/LP Interests; enhance- ment of corporate governance; and a high degree of transparency. At a minimum, in order to be successful when fundraising, GPs should strive to attain best practice standards and these clearly defined principles pro- vide a benchmark for GPs to meas- ure against. Another differentiating fac- tor in fundraising will be the way in which returns are calculated and presented. As part of the diligence process, LPs will consider both real- ized and unrealized returns in as- sessing the performance of previous investments. The calculation of re- alized returns should be straightfor- ward, based on the proceeds from exit of an investment relative to its cost basis. However, given the il- liquidity of PE investments, the valu- ation of unrealized returns is more challenging. GPs must consider not only the fundamental performance of the business but also how poten- tial buyers would perceive the in- vestment based on today’s high val- uation levels. GPs will have to predicate valuations based on an understanding of whom the potential buyers could be, such as a corpo- rate strategic, a PE platform or a small tuck-in to a strategic or PE buyer. This becomes even more challenging for those unrealized investments which have been a portfolio company for more than a few years with no recent M&A mar- ket purchase price to serve as a guidepost for the valuation exercise. With median holding periods up for most PE investments to over five- years, there are a substantial num- ber of PE investments without any recent indication from the M&A mar- kets on valuations. In addition to these difficulties of valuing unreal- ized investments, GPs must be pre- pared for scrutiny by potential LPs regarding these valuations and their reasonableness as a basis to calcu- late fund returns in marketing mate- rials to LPs. To demonstrate best practices with potential LPs, GPs should consider utilizing an inde- pendent third party to calculate the value of their unrealized positions both during and leading up to a fundraising. It is clear that institution’s launching a new PE fund should be prepared for extensive rounds of diligence with potential LPs. In or- der to maximize success during such process, GPs should demon- strate why an investor’s capital would be best served within their organization and doing so will re- quire meeting industry best practic- es. Source: PitchBook Figure 1: Private Equity Fund Raising Figure 2: Private Equity Fund Closings Source: PitchBook
  • 5. 5 Lincoln International D E A L R E A D E R VOG Q2 2015www.lincolninternational.com © 2015 Lincoln International LLC The Fair Valuation of a Unitranche Facility (continued from page 1) structure and compete directly against traditional lenders, they could differentiate themselves by deploying larger sums of capital in a more crea- tive way. One financial instrument that has quickly gained market share is a new type of debt, cleverly named the unitranche loan. The concept of a unitranche loan is simple. As so frequently happens in the capi- tal markets, while this new security started off simply, today there are many nuances and variations of a unitranche loan. As a result, Lincoln observes that the pricing and terms for unitranche facilities vary widely. There are an array of factors that influence the terms and condi- tions of a unitranche facility. Uni- tranche lenders recognize that the pricing of a unitranche facility is es- sentially the weighted average return based on the wide band of senior and subordinated debt risk, and potentially equity risk, embedded within one se- curity type (see Figure 1). As each unitranche structure represents an unique blend of senior, subordinated and equity return and risk, comparing unitranche facilities, as well as deter- mining their fair value, can be chal- lenging. Determining the Fair Value of a Loan As is common with debt facil- ities, in order to determine the fair value of a loan, an income approach (i.e., specifically a discounted cash flow or DCF analysis) is performed. The DCF considers the expected fu- ture cash flows of the unitranche facil- ity and discounts those cash flows at a market participant rate of return. The present value of the cash flows will then equal the fair value of the unitranche facility. A significant compli- cation in the valuation analysis of a unitranche loan is determining the appropriate discount rate to apply to the forecasted cash flows. Issues with Determining the Yield of a Unitranche As with all financial instru- ments, in determining the discount rate (i.e., or synonymously yield), both the underlying credit quality (i.e., risk of default) of the investment and pre- vailing market conditions are consid- ered. Financial and accounting theo- ries agree that the discount rate must reflect the rate of return a market par- ticipant would require if the fund re- underwrote the security as of the measurement date. Unlike traditional senior and mezzanine debt, where there is a sub- stantial amount of publicly available data to support a market participant discount rate, in the case of uni- tranche facilities, there is substantially less market participant data available. In addition, given the aforementioned multi-layered risk-return nature of a unitranche facility, benchmarking a unitranche loan to a senior and/or mezzanine lending yield to an index could lead to significant tracking error. Estimating the Market Participant Discount Rate of an Unitranche Fa- cility From a valuation point of view, as with all debt instruments, the first step in determining an applicable discount yield as of a measurement date is to assess the implied credit risk of the security. Ultimately, the dis- count rate must be commensurate with the securities credit worthiness. Given a unitranche facility’s combina- tion of senior, subordinated and equity characteristics, its market participant discount rate should reflect the weighted average cost of the senior, subordinated, and/or equity risk em- bedded within the underlying facility. As unitranche facilities are highly structured based upon the credit pro- file of each borrower, the terms and conditions of unitranche facilities will vary widely. For example, one uni- tranche loan may have a structure comprised of 3.0 times (to EBITDA) senior leverage and 2.0 times subordi- nated capital; whereas another uni- tranche facility could be comprised of 3.5 times senior leverage, 1.0 times subordinated leverage, and 0.5 times equity. Given the: (1) heterogeneity of unitranche facilities; (2) lack of an active market; and, (3) inability to ob- tain market participant data, the deter- mination of a market discount rates requires an in-depth understanding of how a market participant would deter- mine the risk-return profile as of the measurement date. As a result, Lin- coln has observed that yields of uni- tranche facilities are imperfectly corre- lated to yields of more actively traded senior and subordinated financial in- struments. The credit worthiness of two unitranche facilities are rarely, if ever, homogeneous; each underwriting of a unitranche facility has distinctive char- acteristics. Unlike more traditional senior or subordinated debt, where market data is readily available and the allocation of senior and subordi- nated debt tranches are well defined, unitranche loans require a thorough understanding of their unique implied debt and equity characteristics. All market participants must fully under- stand the characteristics of the uni- tranche loan to accurately assess the fair value of this very complicated se- curity. Figure 1: Security Types “A unitranche facility consolidates multiple layers of debt into one tranche or facility.” “… benchmarking a unitranche loan … could lead to significant tracking error” “… the terms and conditions of unitranche facilities will vary wid- ley.” “… unitranche loans require a thor- ough understanding of their unique implied debt and equity characteristics.”
  • 6. 6 Lincoln International D E A L R E A D E R VOG Q2 2015www.lincolninternational.com © 2015 Lincoln International LLC Valuations & Opinions GroupValuations & Opinions Group BDC Capital Raising & Performance BDC Developments ▪ BDC’s underperformed the S&P 500 and have lost 5.8% of equity value over the last year ▪ Since the beginning of March 2015, a flurry of fol- low-on equity issuances have been completed, mostly near or above 100%, which is accretive to NAV. ▪ Goldman Sachs BDC, Inc. completed the first BDC IPO since May 2014 and is the first investment bank backed BDC, although Credit Suisse Group has filed for an IPO of its Credit Suisse Park View BDC Widening Performance Spread Between S&P 500 and BDC Index Recent BDC Follow-On Issuances BDC IPOs Since January 2014 Source: Capital IQ , BB&T, Dealogic ECM Analytics, Thomson Financial, BDC Summary 85.0% 90.0% 95.0% 100.0% 105.0% 110.0% 115.0% BDC Index S&P 500 Index 3/17/2015 Goldman Sachs BDC, Inc. IPO 5/08/2014 Alcentra Capital Corporation IPO LTM 2015 BDC –5.8% S&P +12.8% 6.0% 7.0% 8.0% 9.0% 10.0% 11.0% 12.0% 0.80x 0.85x 0.90x 0.95x 1.00x 1.05x 1.10x 1.15x 1.20x DividendYield Price/BookValue P/BV Dividend Yield $534 $627 $480 $311 $632 $120 $823 $1,498 $907 $3,263 $2,873 $2,030 $527 $19 $0 $500 $1,000 $1,500 $2,000 $2,500 $3,000 $3,500 $4,000 2009 2010 2011 2012 2013 2014 YTD 2015 ($inMillions) Rights Offering Follow-On Offering IPO Historical BDC Equity Issuances 0 IPO, 14 FO 4 IPO, 30 FO, 1 RO 5 IPO, 35 FO 6 IPO, 11 FO 5 IPO, 15 FO 5 IPO, 20 FO About the BDC Stock Index Similar to the S&P 500 Index, the BDC Stock Index is a market cap weighted composite index. The index is prepared by first selecting a base period, in this case, May 2014 — May 2015, and totaling the market caps of the companies in this period. This period and total market cap is set to a base index, in this case, 1,000. Next, the current period’s total market cap is calculated, divided by the base period’s total market cap and then multiplied by the base index (1,000). The result is the index value used for plotting in the graph on the prior page. BDC Stock Index Highlights ▪ As of May 12, 2015, the BDC Stock Index was trading at a Price / Book value (P/BV) of 0.92x. ▪ On May 8, 2015, Externally man- aged BDC’s with market capitaliza- tions over $500 million trade on average at 95% P/NAV, BDC’s with market capitalizations below $500 million trade on average of 87% P/NAV Source: Capital IQ as of March 11, 2015 Note: Dividend Yield increased from 9.5% to 10.5% on March 16, 2015 due to increase in NasdaqGS:SVVC dividend paid per share 1 IPO, 9 FO Amount Post-Deal Offer Price Offered Market Cap / NAV Pricing Date Issuer Ticker ($MM) ($MM) (%) 4/15/2015 Monroe Capital Corporation MRCC 36 142 106 4/10/2015 Golub Capital BDC, Inc. GBDC 61 895 112 4/8/2015 Capitala Finance Corp. CPTA 64 231 99 3/27/2015 TriplePoint Venture Growth BDC Corp TPVG 95 143 100 3/24/2015 Hercules Technology Growth Capital, Inc. HTGC 90 971 134 3/19/2015 Garrison Capital Inc. GARS 12 244 97 3/19/2015 Horizon Technology Finance Corporation HRZN 33 161 97 3/10/2015 Main Street Capital Corporation MAIN 111 1,370 141 3/10/2015 Gladstone Investment Corporation GAIN 24 194 87 2015 Q2 161 2015 Q1 366 YTD 2015 Total $527 Amount Post-Deal Offer Price Offered Market Cap / NAV Pricing Date Issuer Ticker ($MM) ($MM) (%) 3/17/2015 Goldman Sachs BDC, Inc. GSBD $120 $709 103 5/8/2014 Alcentra Capital Corporation ABDC 100 100 100 3/20/2014 TPG Specialty Lending, Inc. TSLX 112 830 103 3/5/2014 TriplePoint Venture Growth BDC Corp TPVG 125 130 104 2/5/2014 CM Finance Inc. CMFN 100 105 102 1/15/2014 American Capital Senior Floating, Ltd. ACSF 195 134 100
  • 7. 7 Lincoln International D E A L R E A D E R VOG Q2 2015www.lincolninternational.com © 2015 Lincoln International LLC Officer Contacts Patricia Luscombe, CFA Managing Director pluscombe@lincolninternational.com +1 312 506 2744 Ron Kahn, CPA Managing Director rkahn@lincolninternational.com +1 312 580 6280 Lincoln International specializes in merger and acquisition advisory services, debt advisory services, private capital rais- ing and restructuring advice on mid-market transactions. Lin- coln International also provides fairness opinions, valuations and pension advisory services on a wide range of transaction sizes. With sixteen offices in the Americas, Asia and Europe, Lincoln International has strong local knowledge and contacts in key global economies. The firm provides clients with senior- level attention, in-depth industry expertise and integrated re- sources. By being focused and independent, Lincoln Interna- tional serves its clients without conflicts of interest. More infor- mation about Lincoln International can be obtained at www.lincolninternational.com. Valuations Team Smitha Balasubramanian, Vice President Brian Garfield, Vice President Neal Hawkins, Vice President Sarit Rapport, Vice President Wesley Trowbridge, Vice President Nick Baldwin, Associate Michael Bagnoli, Analyst Andrew Bartolotta, Analyst Chris Buck, Analyst Tegan Chapman, Analyst Mackenzie Fillet, Analyst Tarun Jain, Analyst Jesse Lawrence, Analyst Chris Mazzone, Analyst Jordan Schwartz, Analyst David Stauffer, Analyst Alexander Waite, Analyst Lucas Weiss, Analyst Jason Wirth, Analyst sbalasubramanian@lincolninternational.com bgarfield@lincolninternational.com nhawkins@lincolninternational.com srapport@lincolninternational.com wtrowbridge@lincolninternational.com nbaldwin@lincolninternational.com mbagnoli@lincolninternational.com abartolotta@lincolninternational.com tchapman@lincolninternational.com cbuck@lincolninternational.com mfillet@lincolninternational.com tjain@lincolninternational.com jlawrence@lincolninternational.com cmazzone@lincolninternational.com jschwartz@lincolninternational.com dstauffer@lincolninternational.com awaite@lincolninternational.com lweiss@lincolninternational.com jwirth@lincolninternational.com Michael R. Fisch, CPA Managing Director mfisch@lincolninternational.com +1 312 580 8344 Larry Levine Managing Director llevine@lincolninternational.com +1 312 506 2733 About Lincoln International 150+Bankers in North and South America 145+Bankers in Europe and Asia Chicago Los Angeles New York São Paulo Moscow Beijing Tokyo Mumbai Milan Vienna Frankfurt Amsterdam London Paris Madrid Zurich