M&A Pulse. US Corporate Debt. Issue 1 Q1 2016

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1 M&A Pulse Issue 1 Q US Corporate Debt Debt among non-financial US companies from 2008 to 2015 more than doubled, according to Goldman Sachs Global Investment Research, as companies took advantage of historically low interest rates to borrow cheaply. But with interest rates rising in December and markets taking a turn for the worse at the start of the year, what does the future hold?

2 1 What do you think will happen to the amount of US corporate debt issuance 1i in 2016 compared with 2015? Nearly half of respondents () felt that US corporate debt issuance would fall in 2016 compared with last year. Just 20% said it would increase, while 36% reckoned it would stay at a similar level. Respondents felt that the government and corporates themselves will all be looking to reduce corporate debt levels. The government will try to reduce the corporate debt but companies are also trying to reduce debt they have built up, and will use other methods to do it, says the M&A director at a pharmaceutical firm. Indeed, the Fed increasing interest rates in December has been seen as a sign that the age of cheap debt is over. This had led to lower issuance. High-yield bond issuance value in the US for Q4 2015, for instance, fell to US$33.9bn from US$54.9 billion in Q4 2014, according to Debtwire data. The government will try to reduce the corporate debt, but companies are also trying to reduce the debt they ve built up, and will use other methods to do it. M&A director, pharmaceutical company. 1ii 20% 36% High-yield bond value (US$m) Q $57,132 Q $74,765 Q $61,400 Q $54,875 Q $73,385 Q $79,840 Q $36,180 Q $33,930 Somewhat increase Stay the same Somewhat decrease 2 M&A Pulse: US Corporate Debt

3 Changing Needs While companies will still borrow in 2016, their reasons for doing so will change dramatically. 2 Cheap borrowing costs 3 52% Refinancing 52% 2 Which factor(s) pushed US corporate debt issuance up to record levels in 2015? (Select up to two) Cheap borrowing costs headed the reasons for last year s record issuance for respondents, with 52% saying it was one of the top two reasons. Coupled with the appetite for large deals (chosen by 32%), historically low borrowing rates fed a debt frenzy. The cheap borrowing costs and the increased appetite for megadeals pushed US corporate debt issuance up to record levels in 2015, says the VP for strategy at an engineering firm. Corporates diverted greatly to the bond market owing to the lower rates and support of the market for high value deals. For example, for its US$77.9bn takeover of Time Warner Cable, Charter Communications issued a US$15.5bn M&A bond in July to help fund the purchase. Funding operating needs 48% Shareholder pressure 36% Increased appetite for megadeals 32% Refinancing 32% Cheap borrowing costs Funding operating needs Increased appetite for megadeals 32% Shareholder pressure 28% 3 What will be the main factor(s) behind US corporate debt issuance in 2016? (Select up to two) This year is set to see companies hit the markets for less opportunistic reasons. Fifty-two percent of respondents believe that refinancing needs will be paramount for debt issuance this year in the US, the highest pick, compared with just 32% who said so in 2015 tied for the lowest pick. Tricky market conditions have shifted the impetus from borrowing opportunistically to refinancing out of necessity. Many companies in the economy need finances to remain in operation, especially in the oil and gas sector, so many companies are also looking to refinance their debts to give them the leverage they require to do business and try and grow, says the head of strategy at an insurance firm. For example, in January, data center Digital Realty refinanced its global revolving credit facility and term loan, consisting of a US$2bn revolver and a US$1.55bn term loan. 4.4% - Expected default rate on US speculativegrade debt in 2016, after reaching 3.2% in Q Source: Moody s 3 M&A Pulse: US Corporate Debt

4 4 Which factor(s) will have the biggest impact on US corporate debt issuance? (Select up to two) After the initial rate rise by the Fed in December 2015, the almost inevitable 4 Rising interest rates 68% prospect of further hikes in 2016 will have the biggest impact on US corporate debt issuance this year, according to respondents. Over two-thirds (68%) felt this Turbulent equity markets would be one of the major factors, followed by turbulent equity markets (48%). US 48% economic performance (48%) and poor performance in emerging markets (40%) were chosen by less than half. After upping the interest rate by 25 basis points in December the first rise in almost a decade many commentators expect this to be the start of a slow, gradual increase. This can only curb debt issuance. US economic performance What more can affect the US corporate debt issuance than rising interest rates? says the finance director of an IT group. Debt was taken by most because of low Poor performance in emerging markets interest rates. Now if the interest rates rise, there will be direct impact. Indeed, 40% this impact was seen directly after the Fed s December decision: in the four days after the rate hike, investment grade bonds saw US$3.5bn-worth of outflows, according to research from Bank of America and EPFR Global. 5 What will happen to US corporate debt issuance for the following instruments in 2016 compared with 2015? Leveraged loans are expected to feel the brunt of the fall when it comes to US corporate debt issuance, with 40% of respondents expecting issuance to decrease. 5 High yield bonds 28% 52% 16% 4% Significantly decrease Somewhat decrease Stay the same By comparison, just 20% and 16% expect high-yield bond and investment-grade bond issuance to fall this year compared with last year. In the latter two categories, a majority of respondents expected issuance to remain at similar levels, with 28% Investment-grade bonds 24% 56% 16% Somewhat increase Significantly increase in This comes after high-yield bond and leveraged loan value in the US fell 10% and 32.9% respectively in 2015 year-on-year, according to Debtwire data. 4% Leveraged loans 20% 40% 36% 4% 4 M&A Pulse: US Corporate Debt

5 6 Which sector(s) will use the corporate debt markets the most in the next year? (Select up to two) Almost two-thirds (64%) of respondents think that energy, mining and utilities will be one of the main sectors to use the debt markets. This comes after a torrid year for the industry, which in January saw oil prices fall below $30 for the first time 6 Energy, mining and utilities 64% Industrials and chemicals since Indeed, according to law firm Haynes & Boone, 30 smaller firms with Pharma, medical and biotech a collective $13bn in debt have filed for bankruptcy since the start of % Coupled with resistance from private lenders to provide capital, this will mean a busy year for energy firms in the debt markets. Energy, mining & utilities will be the most active sector in the next year, owing to the crude oil price decline, which has reduced their profit margins, leading to an increase in the debt pressure. Private investors will avoid lending in the sector which is immensely under Financial services 28% TMT 16% pressure so corporates will rely on the debt market, says a VP for strategy at a manufacturing company. Consumer 7 What will happen to the default rate on US corporate debt in the next year? 12% Sixty percent believe that the default rate on US corporate debt will fall in the next year, while 36% think the rate will remain the same. Given the increasing pressure on company bottom lines, the results are somewhat surprising. US companies 7 4% Somewhat increase made up 59% of global corporate defaults last year, according to Standard & Poor s, compared with 55% the previous year. Respondents, however, believe that action taken by the Fed will help to curb debt markets and reduce default risk. If the market has too much money in, it will lead to 2008-like conditions, 60% 36% Stay the same Somewhat decrease says the finance director at an insurance company. The central bank has learned from its past mistakes and they will make sure they increase the interest rates to expunge money from the economy to help bring in stability. Those who said it will remain at a similar level pointed to the energy industry as somewhere that will keep default rates propped up. Not all industries will be able to cope with the pressures, and most corporates in some industries such as oil & gas might default the covenants, says the senior director of corporate development at a telecoms firm. The options are quite limited and the oil prices are still low-lying, making it difficult for sustaining. 5 M&A Pulse: US Corporate Debt

6 8 To the extent that you see one, how highly do you rate the risk of a potential US corporate debt bubble bursting in 2016? Respondents were split over whether they thought a US corporate bubble was at risk of bursting in 2016 with the watchword being that is too early to tell. Forty percent had no feelings either way, many saying it was too early to say, while 40% said it was unlikely to happen. However, a fifth of respondents did believe that it was likely a US corporate debt bubble would burst this year. Many respondents chose to sit on the sidelines and said the effect of current conditions will determine whether a problem hits. It is difficult to say anything. I think it will not, but considering the fact that there are quite a few problems, developing countries are doing badly, companies in the US have borrowed too much and it is not easy to return those amounts, if the borrowing continues it will reach a point where it will not be able to sustain itself and will burst, says the strategy director at a food and beverage firm. Those who thought it would not burst mentioned again the measures being put in place to curb the market, such as rising interest rates. However, for those expecting a bubble to burst, a confluence of factors could be set to tip the market over the edge. It is quite likely. Market conditions are becoming worse, in China already there has been a bubble burst, and as the corporate debt goes on increasing it is likely that it may burst in It is already quite high and the oil prices are low and in the mining sector prices are low because of oversupply, says the CFO of a manufacturing firm. 3 Debts of global companies were at three times ebitda last year, the highest number on record. Source: Standard & Poor s 8 24% 16% 20% Somewhat likely No strong feelings either way Somewhat unlikely Highly unlikely 40% Methodology In Q1 2016, Mergermarket interviewed 25 US-based senior corporate executives about trends in US corporate debt issuance. The results were analyzed and collated by Mergermarket and all responses are anonymized and presented in aggregate. 6 M&A Pulse: US Corporate Debt

7 About Toppan Vite Mail Toppan Vite, a leader in financial printing, is part of the Toppan Printing Group, the world s largest printing group, headquartered in Tokyo with approximately US$18 billion in annual sales. Our expanding U.S. operations deliver a hassle-free experience for mission-critical content for capital markets transactions, financial reporting and regulatory compliance filings, investment companies and insurance providers. Toppan Vite has been a pioneer and trusted partner in the financial markets for three decades, serving the financial, legal and corporate communities with meticulous, responsive service and unparalleled local market expertise and capabilities. Pre-IPO Due Diligence M&A Due Diligence Hive Virtual Data Rooms Corporate Repository Digital Asset Management Hive Marketing Solutions Fulfillment YOUR ONE STOP RESOURCE FOR CAPITAL MARKET TRANSACTIONS Publishing Print Offset Print Print-On- Demand Digital Print For more information, please contact one of the following Toppan Vite representatives: Glen Buchbaum Senior Vice President of Sales GlenBuchbaum@toppanlf.com Bill Lee Senior Vice President of Sales BillLee@toppanlf.com Typesetting EDGAR XBRL For more information, please go to Stay connected with our linkedin and blog webpages. 7 About Toppan Vite

8 A Hive of deal activity? Intuitive No plugins Take control with Hive Virtual Data Rooms You asked for a user-friendly VDR platform...you got it! Built and managed by a team with more than 25 years of experience in serving the financial community, Toppan Vite s Hive VDR has the highest security and document encryption levels available. It offers an uncluttered interface for ease-of-use and a suite of dynamic real-time activity reports that give dealmakers total control and insight on the data of their transactions. Secure Control 24/7 Support Transparent Pricing Learn more about how we can make your VDR experience more hassle-free. CHANGE YOUR EXPERIENCE OF FINANCIAL PRINTING Marketing@toppanlf.com

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