<$7.5MM EBITDA 1.50x-2.50x >$10.0MM EBITDA 2.75x-3.75x >$20.0MM EBITDA 3.25x-4.25x

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1 Check out SPP online: Market Update March 2017 SPP s Middle Market Leverage Cash Flow Market At A Glance Deal Component March 17 February 17 March 16 Cash Flow Senior Debt Multiple (x EBITDA) <$7.5MM EBITDA 1.50x2.50x >$10.0MM EBITDA 2.75x3.75x >$20.0MM EBITDA 3.25x4.25x <$7.5MM EBITDA 1.50x2.50x >$10.0MM EBITDA 2.75x3.75x >$20.0MM EBITDA 3.25x4.25x <$7.5MM EBITDA 1.50x2.50x >$10.0MM EBITDA 2.50x3.50x >$20.0MM EBITDA 3.00x4.00x Total Debt Limit Multiple (x EBITDA) Senior Cash Flow Pricing Second Lien Pricing (Avg) Subordinated Debt Pricing Unitranche Pricing Libor Floors Minimum Equity Contribution Equity Co Investment Recap Liquidity Story Receptivity <$7.5MM EBITDA 3.00x4.50x >$10.0MM EBITDA 3.25x4.75x >$20.0MM EBITDA 4.25x5.75x Bank: L+3.00%5.00% NonBank: <$10.0MM EBITDA L+6.50%8.00% NonBank: >$15.0MM EBITDA L+4.50%6.50% (potential for 0.50%1.00% floor) <$7.5MM EBITDA L+8.00%12.00% floating >$10.0MM EBITDA L+6.50%8.50% floating >$20.0MM EBITDA L+6.00%7.50% floating <$7.5MM EBITDA 12.00%14.00% >$10.0MM EBITDA 10.00%13.00% >$20.0MM EBITDA 10.00%12.00% Warrants limited to distressed and special situations; Second lien may buy down rate to ~9.00%. <$7.5MM EBITDA L+8.00%12.00% >$10.0MM EBITDA L+6.50%8.50% >$20.0MM EBITDA L+6.00%7.50% ABL revolver can be arranged outside the Unitranche to arbitrage allin pricing. Libor Floors have in large part disappeared on most middle market single bank and club/nonsyndicated bank deals (no institutional buyers). There is increasing pressure on nonbank senior, unitranche, and second lien providers to drop Libor Floors with the onset of another fed rate hike (0.25%) in March, with as many as three through December of Most lenders are looking to have a 30.0%40.0% base level of equity (inclusive of rollover) in a deal and would like leverage to not exceed 80.0% of the purchase price. Insurance Companies and Credit Opportunity Funds will provide both debt and equity tranches in deals. Family offices are also looking to invest equity directly and can provide generous promotes to sponsor common equity. An increasing constituency comprised of family offices, credit opportunity funds, and insurance companies is willing to support management teams, independent sponsors, and traditional equity sponsors with equity in 2017 from complimentary coinvestment to the entire equity stack. Structures range from structured preferred to common equity with a promote; sizes range from $5MM to $150MM. Liquidity for recapitalizations is at an all time high even for middle market, nonsponsored credits. Debtonly, and increasingly, debtequity structures are readily available to support both dividend and share repurchase capitalizations. The best pricing is still reserved for those that combine an accretive use of proceeds (e.g. acquisition) with the recap. As might be expected in a market with enhanced liquidity across the credit spectrum, low comparative returns, and expectations for increased growth and productivity, the receptivity for storied paper and financings for more marginal issues ( deals with hair ) is about as favorable as it can be. Lenders in search of yield are abundant for both cash flow and ABL platforms. Tone of the Market Deal activity has ramped up significantly through Q1, and the Trump Bump is on full display with lower spreads combined with greater leverage tolerances. More direct lending platforms have been created in the last year than in the last three years combined; BDC share prices (and to wit, their lending capacity) are among their highest in the last 18 months; the OCC has relaxed its leveraged lending guidance for commercial banks. In short, liquidity conditions are about as good as they have been since before the recession. *Changes from last month highlighted in red <$7.5MM EBITDA 3.00x4.50x >$10.0MM EBITDA 3.25x4.75x >$20.0MM EBITDA 4.25x5.75x Bank: L+3.00%5.00% NonBank: <$10.0MM EBITDA L+6.50%8.00% NonBank: >$15.0MM EBITDA L+4.50%6.50% (potential for 0.50%1.00% floor)) <$7.5MM EBITDA L+8.00%12.00% floating >$10.0MM EBITDA L+6.50%8.50% floating >$20.0MM EBITDA L+6.00%7.50% floating <$7.5MM EBITDA 12.00%14.00% >$10.0MM EBITDA 10.00%13.00% >$20.0MM EBITDA 10.00%12.00% Warrants limited to distressed and special situations; Second lien may buy down rate to ~9.00%. <$7.5MM EBITDA L+8.00%12.00% >$10.0MM EBITDA L+6.50%8.50% >$20.0MM EBITDA L+6.00%7.50% ABL revolver can be arranged outside the Unitranche to arbitrage allin pricing. With expectations set for as many as three additional Fed rate increases in 2017, the potential removal of Libor Floors altogether increases. Libor floors became commonplace in response to the Fed s zero interest policy, enabling lenders to maintain some return in exchange for risk. Last year many commercial banks dropped Libor Floors for competitive purposes. Most lenders are looking to have a 30.0%40.0% base level of equity (inclusive of rollover) in a deal and would like leverage to not exceed 80.0% of the purchase price. Insurance Companies and Credit Opportunity Funds will provide both debt and equity tranches in deals. Family offices are also looking to invest equity directly and can provide generous promotes to sponsor common equity An increasing constituency comprised of family offices, credit opportunity funds, and insurance companies is willing to support management teams, independent sponsors, and traditional equity sponsors with equity in 2017 from complimentary coinvestment to the entire equity stack. Structures range from structured preferred to common equity with a promote; sizes range from $5MM to $150MM. Investors are becoming less sensitive to use of proceeds and increasingly competitive for both share recaps and dividend recaps. Leverage on pure recap deals is often half a turn of EBITDA less aggressive than accretive use of proceeds. While sponsored deals are generally favored, nonsponsored recaps will also find an audience. Q1 is almost always the best market to bring challenged or storied credits, and 2017 is no exception. The recent recovery in the energy sector should enhance liquidity for issuers across the oil and gas spectrum, but interest will be strongest among nonbank lenders and unitranche providers, as most banks are still hesitant to jump back into the sector. Deal activity is reported to be picking up at brisk pace, but there remains more than enough liquidity to handle the uptick. Frothy valuation multiples are driving increased leverage multiples, especially for issuers with >$10 million of EBITDA, while smaller or more storied issuers will be subject to higher pricing for greater leverage tolerances. <$7.5MM EBITDA 3.00x4.00x >$10.0MM EBITDA 3.75x4.50x >$20.0MM EBITDA 4.00x5.50x Bank: L+3.50%5.00% NonBank: <$10.0MM EBITDA L+7.00%8.00% NonBank: >$15.0MM EBITDA L+4.50%6.50% (potential for a 1.00% floor) <$7.5MM EBITDA L+9.00%12.00% floating >$10.0MM EBITDA L+7.50%9.00% floating >$20.0MM EBITDA L+5.50%7.50% floating <$7.5MM EBITDA 12.00%14.00% >$10.0MM EBITDA 11.00%13.00% >$20.0MM EBITDA 10.00%12.00% Warrants limited to special situations; Second lien may buy down rate to ~9.00%. Equity coinvest readily available. <$7.5MM EBITDA L+8.50%11.00% >$10.0MM EBITDA L+7.50%8.50% >$20.0MM EBITDA L+6.00%7.50% (1.00%1.50% floor) Most unitranche lenders allow a small ABL facility outside of the unitranche facility; larger ABL facilities are provided directly by unitranche lenders. No Libor floor for club bank deals. Generally 1.00% floor for large, syndicated bank facilities, and nonbank senior deals. Recently seeing pressure by unitranche lenders to increase Libor floors to 1.50%. Acquisitions need 25.0%40.0% total equity (inclusive of rollover); minimum 10.0% new cash combined with rollover or seller notes. The market continues to be increasingly sensitive to thin capitalization and will seek greater equity cushion in cyclical sectors and challenged credit stories. Fortunately, there is significant (and growing) interest in structured equity products to supplement equity contributions. Equity coinvestment is actively sought for traditionally sponsored, independently sponsored, and unsponsored deals. Investors include BDCs, insurance companies, credit opportunity funds, SBICs, traditional mezz funds, and family offices. Variety of structures available from debtlike redeemable preferred to heads up common. Promotes of ~15.0% after return of 8.0% are becoming a baseline. Market for recapitalizations is segmenting: (i) pure cash dividend recaps are difficult to execute, especially where sponsor has already taken out its original contribution and for nonsponsored deals; (ii) minority/majority recap are still achieving competitive terms and pricing. Cyclical sectors are subject to more conservative leverage. Contrary to conventional wisdom, there appears to be an abundance of capital for storied credits in this tightening market. While some attribute the liquidity to investors hunger for yield or a general slowdown, the reality is that there are a number of new credit funds in the market with an eye toward storied or challenged credits. Rates tend to be in the ~10.0% 14.0% range. Even with a general slowdown in deal flow, price creep is settling in. Commercial banks, BDCs, finance companies and other nonbank lenders report 50+ basis point increases across the board in pricing for senior debt, second lien and unitranche structures. Borrowers are waking up to a more conservative funding environment, especially for issuers with exposure to cyclical sectors.

2 Work it harder make it Do it faster makes us More than ever hour Our work is never over Work it harder Make it better Do it faster Makes us stronger Work it harder Do it faster More than ever Our work is never over Work it harder Make it better Do it faster Makes us stronger Harder, Better, Faster, Stronger Daft Punk Harder, Better, Faster, Stronger The Fed is prepping the market for only its third interest rate hike in ten years, but its second such hike in only the last four months. The basis for the Fed s new hawkish agenda is predicated upon on an economy which is seemingly harder, better, faster, and stronger. Speaking at the Executives' Club of Chicago on March 3 rd, Fed Chair Yellen noted at our meeting later this month, the [FOMC] will evaluate whether employment and inflation are continuing to evolve in line with our expectations, in which case a further adjustment of the federal funds rate would likely be appropriate. Yellen s comments followed some very bullish language employed by New York Fed President Dudley in an interview with CNN earlier in the week in which he declared that the case for monetary policy tightening has become a lot more compelling. As a result of the this new bullish sentiment, the implied probability of a rate hike at the March 15 th FOMC meeting shot to over 90.0%; it was hovering in the 25.0% range for most of February. Even the probability of another rate hike in June following a March increase has risen to just under 50.0%. Surprisingly, the Fed s repeated rate hike pronouncements are being met with relative indifference in the traded markets. In the past, talk of higher rates set the stock market running for cover; remember the 2013 taper tantrum when then Fed Chairman Bernanke merely referenced the gradual removal of Quantitative Easing? In that case the Dow fell 4.9% in May and June of the year and another 5.6% in August (and all this on just the mention of less monetary policy accommodation). Compare that to the present situation the Fed has broadcasted its intention for a second rate hike within a four month period, and has indicated that it is likely that there will be another two before the end of the year; meanwhile the Dow has soared to record levels. Even the Fed s hesitation to raise rates because of its earlier articulated concerns respecting the Trump administration s capacity to enact meaningful tax relief and ability to successfully implement its ambitious fiscal spending plan has seemingly evaporated. Recent headline macroeconomic reports lend ample support for a March hike; inflation is heating up (closing in on the 2.0% Fed threshold), employment numbers continue to outpace expectations, consumer confidence continues to hit new highs, and retail sales, manufacturing, and service sectors are all showing continued growth as well consistent gains monthovermonth. However, a closer look below the headline numbers also illuminates some stubborn weak spots in the economy; vulnerabilities that might conspire to inhibit future growth and Implied Probability of Rate Hikes for March FOMC 100.0% 95.2% 90.0% 80.0% 70.0% 60.0% 50.0% 40.0% 30.0% 20.0% 10.0% 4.8% 0.0% 5075 bps (no change) bps Source: CME Group Nonfarm Payroll Employment (Seasonally Adjusted) 600, , , , , , , , ,000 Source: BLS Conference Board's Consumer Confidence Index Source: Conference Board GDPNow Data Real GDP Forecast for Q % 3.00% 2.50% 2.00% 1.50% 1.00% 22Dec 5Jan 19Jan 2Feb 16Feb 2Mar Blue Chip Consensus (Average) Atlanta Fed GDPNow Forecast Source: Federal Reserve of Atlanta

3 Thousands of Units 12Month Percent Change force the Fed to change direction much in the same way it did in Below a quick recap of the month s key economic releases: February NonFarm Payrolls Showed Continued Strength Adding 235,000 Jobs The second consecutive 200,000+ reading for the year brought the unemployment rate down to 4.7% from January s reading of 4.8%, and all but guaranteed the Fed s next tweak to the Fed Funds rate at the March 15 th meeting. The current level is close to what the Central Bank considers full employment. Over the course of the last three months including revisions announced Friday monthly job growth has averaged 209,000. On the wage side of the equation, average hourly earnings increased by 0.2% monthovermonth in February and, thanks to an upward revision to the gain in January, the annual growth rate rebounded to 2.8% last month. Consumer Confidence Hit a 15 Year High of in February The Conference Board Consumer Confidence Index came in stronger than expectation at in February (consensus estimates ranged from to 114.5) both the present situation and expectations indices gained a robust three points. The strength of the report suggests that consumption growth will be robust as well. Similar signs of potency can be found in the University of Michigan s Consumer Sentiment Index: while the Index edged upward in late February, it remained slightly below the decade peak recorded in January. Overall, the Michigan Index has been higher during the past three months than any time since March Paradoxically, the highs in consumer confidence and sentiment are not translating into the similar highs in retail sales and personal consumption. January retail sales dropped to 0.4% from December s upwardly revised 1.0% (importantly, December was revised upward 0.4% from its initial reading of 0.6%). The Second Revision to Q GDP Showed No Change Headline GDP growth for Q remained at 1.9%. Underneath the headline number however were some interesting developments; consumption growth was revised upwards (up 0.5% to 3.00% for the quarter) while business investment growth was revised downwards to 1.3% from 2.5%. Even more concerning developments are taking shape for Q GDP, which seems to shrink with each passing week. The GDPNow model forecast for real GDP growth (seasonally adjusted annual rate) currently stands at 1.2% in the first quarter of This time last month the GDPNow model showed a much healthier 2.7%. Technically, the latest reduction was attributed to a decline in inventory investment, but on a more generic level, many economists are lowering their expectations respecting GDP growth for more political than purely economic reasons. The initial exuberance for fast action on infrastructure spending and tax reform, facilitated by Republican control of both Congress and the Executive branch, has cooled as divisions have emerged on the recent healthcare legislation. Inflation is Zeroing in on the Fed s 2.0% Target The headline PCE Price Index and Core PCE Price Index both showed improvement in January, rising 0.4% and 0.3% respectively. That brings the PCE Deflator to a 1.9% annual rate while the Core PCE Deflator (which excludes food and energy) is a little stickier, remaining at 1.7% from a year ago. At 1.9%, the PCE Price Index is at its strongest rate since February of 2013, and confirms support for a March rate hike. Meanwhile the Consumer Price Index rose 0.6% in January, pushing annual CPI to a five year high of 2.5% (up from 2.1% yearoveryear in December). The Manufacturing ISM Climbs Again to 57.7 while NonManufacturing (Services) Hits 57.6 in February In a surprising show of strength, both the February ISM Manufacturing and NonManufacturing Indices each surprised in February. The Manufacturing Index jumped 1.7 points (consensus was closer to 1.3) exhibiting its strongest rate of growth in composite activity since August of Meanwhile the Non Manufacturing Index climbed 1.1 points in February, its strongest showing since October of Taken in the aggregate, the reports lend critical support to the proposition of a sustained uptick in economic activity and 2.5% 2.0% 1.5% 1.0% 0.5% 0.0% Source: FRED PCE and Core PCE 3.5% PCE 3.0% Core PCE ISM Manufacturing and NonManufacturing Indices Source: FRED 6,000 5,000 4,000 3,000 2,000 1,000 0 Source: FRED Existing Home Sales Manufacturing NonManufacturing 5,690 Q Middle Market Sponsor Survey Stretch Senior Stretch Senior 1st Lien + Mezz Unitranche 0.0% 10.0% 20.0% 30.0% 40.0% 50.0% 60.0% % of Respondents 2017 Survey 2016 Survey 2015 Survey 2015 Survey 2013 Survey Source: Thomson Reuters LPC

4 lend further cause to justify the March Fed Funds rate hike. The Housing Market Continues to Exhibit Strength Despite Thin Supply While existing home sales lagged those of new homes throughout 2016, the resale market continues to open 2017 on a strong note, up to a million rate which is the highest since February 2007(prerecession). The strength of January came despite a sustained thin selection only 3.6 months of supply (which is unchanged from December) but this lack of supply is still not driving up prices, pointing to seller concessions. Housing starts did fall 2.6% in January but the million annualized rate is well above consensus for million; this report is always volatile but in general, housing starts and permits are pointing to continued strength for new homes where lack of supply held down what nevertheless was a solidly positive 2016 for the sector. Private Market Update: SPP is not changing any metrics for the month of March after months of repeated tightening in pricing and expansion of leverage tolerances, the market is either taking a breather, or more likely, we have hit something of a ceiling where pricing and leverage will stratify at current levels. Reported deal flow was strong early in Q1, as issuers jumped into the market to take advantage of excess liquidity conditions, but lately market participants are communicating a deceleration of new deal activity. In fact, most lenders contacted by SPP reported increased difficulty in booking new assets banks, nonbank commercial lenders, BDCs, insurance companies, credit opportunity funds, and even family offices are faced with an unprecedented level of liquidity combined with a decreasing pool of viable investment opportunities. Surprisingly, one of most aggressive constituencies for leveraged lending opportunities going into Q2 may turn out to be the commercial banking community. Beginning in March of 2014, the OCC, in concert with the Fed and the FDIC, promulgated leveraged lending guidance that led to an exodus of most commercial banks from the more leveraged lending opportunities (those transactions with more than 3.0x senior leverage and 4.0x total leverage, i.e. the 3/4 Box ); however, some of that guidance is now being lifted. In early January 2017, the OCC officially softened its view of leveraged lending, issuing a statement downgrading leveraged lending from a key risk to an issue warranting continued monitoring. On a call with reporters, Comptroller of the Currency Thomas J. Curry noted that capital, liquidity, and leverage are all vastly improved since the dark days of the (financial) crisis. From a BDC perspective, liquidity also remains quite abundant. The driver for BDC liquidity, and their capacity to bid aggressively, is share price. After enduring significant discounts in share price to their net asset value ( NAV ) through most of 2016, almost all BDCs have enjoyed a healthy bounce back in Though share prices retreated somewhat early in the month (for the week ending March 10 th, 33 of 45 BDCs were trading above their 50 Day Moving Average and 38 above the 200 Day, down from 35 and 39 respectively the week prior), BDC share prices remain strong, keeping pressure on spreads and leverage tolerances in the private capital markets. There were some particularly interesting data early in March suggesting that in much the same way BDCs have disintermediated the commercial banking market in recent years with their unitranche product, in recent weeks, BDCs themselves have been experiencing the impact of disintermediation from the combination of first lien/second lien structures. As reported by Thomson Reuters LPC: A recent middle market lender survey revealed that sponsors are favoring the firstsecond lien structure according to 42% of respondents. Meanwhile, in the survey carried out by Thomson Reuters LPC, 27% said the unitranche is the most favored structure by sponsors today. This is a meaningful departure from this time last year when half of the buyside and sellside survey respondents said sponsors preferred the unitranche structure. More onerous call protection, higher pricing, and the need for covenants are typical of the unitranche. But with so much capital available in the market, unitranche providers are getting pushed on both pricing and structure. February Deal Count February 2015 February 2016 February 2017 February Exit Activity February 2015 February 2016 February 2017 February LTM Deal Count 3,000 2,500 2,000 1,500 1, Feb LTM 2015 Feb LTM 2016 Feb LTM 2017 February LTM Exit Activity 1,400 1,200 1, Feb LTM 2015 Feb LTM 2016 Feb LTM 2017 Total Deals Total Exits Total Deals Total Exits

5 In short, no lending constituency seems to be immune from the intense competition for assets. Some lenders however are undertaking a new approach to capture deal flow; given the level of competition in the private debt market place, lenders are becoming increasingly strategic about allocation of time and resources and as a result are focusing on industries and sectors they know well and where they have existing portfolio companies. Related to this, many of the most active participants in the private debt markets are becoming less sponsor centric and moving to a more sector centric model, relying more on their own industry expertise, industry contacts, and market diligence. In those sectors that they know well and are perceived to have an underwriting advantage they can allocate their most aggressively priced capital and structures and ultimately, increase their success rate. Contact SPP Today Please feel free to call any of the professionals at SPP Capital to discuss a particular financing need, amendment, or restructuring situation, or just to get a little more color on the market. You don t need an imminent or marketready deal to call us. Our hope is that you use SPP as your goto resource for any information, analysis, and review of potential transactions. For your smaller capital needs, SPP s direct lending lending platform, SPP Mezzanine Partners is currently investing in senior, second lien, mezzanine and unitranche instruments ranging from $5 to $15 million. We focus on established lower middle market companies with proven business models, stable cash flows and strong management teams. Stefan Shaffer Managing Partner DISCLAIMER: The "SPP Leveraged Cash Flow Market AtAGlance" and supporting commentary is derived by the anecdotal experience of SPP Capital Partners, LLC, its specific transactions, discussion with issuers, lenders and investors consistent with its standard operating practices. Any empirical data specifically derived by third parties, or intellectual property or opinions of third parties are expressly attributed when utilized. The factual information provided has been obtained from sources believed to be reliable, but is not guaranteed as to accuracy or completeness. All data, facts, tables or analyses provided by Governmental or other regulatory bodies are deemed to be in the public domain and not otherwise expressly attributed herein. SPP Capital Partners, LLC is a member of FINRA and SIPC. This information represents the opinion of SPP Capital and is not intended to be a forecast of future events, a guarantee of future results or investment advice. It is not intended to provide specific advice or to be construed as an offering of securities or recommendation to invest. To unsubscribe to this , please click here. To request to be added to our distribution list, please click here

6 7.00x 6.00x 5.00x 4.00x 3.00x 2.00x 1.00x 0.00x SUPPORTING DATA Historical Senior Debt Cash Flow (x EBITDA) Historical Total Debt Limit (x EBITDA) 7.00x 6.00x 5.00x 4.00x 3.00x 2.00x 1.00x 0.00x < $7.5MM EBITDA > $10MM EBITDA > $20MM EBITDA 700 bps 600 bps 500 bps 400 bps 300 bps 200 bps 100 bps 0 bps Historical Senior Cash Flow Pricing (Bank) < $7.5MM EBITDA > $10MM EBITDA > $20MM EBITDA 900 bps 800 bps 700 bps 600 bps 500 bps 400 bps 300 bps 200 bps 100 bps 0 bps Historical Senior Cash Flow Pricing (NonBank) Bank Lower Bound Bank Upper Bound NB Lower Bound (<$10) NB Upper Bound (<$10) NB Lower Bound (>$15) NB Upper Bound (>$15) 15% Historical Second Lien Pricing 15% Historical Subordinated Debt Pricing 12% 9% 6% 3% 0% 12% 9% 6% 3% 0% Lower Bound LIBOR Floor Lower Bound Upper Bound LIBOR Floor Upper Bound <$7.5MM EBITDA >$10MM EBITDA > $20MM EBITDA 45% 40% 35% 30% 25% 20% 15% 10% 5% 0% Historical Minimum Equity Contribution $120 $100 $80 $60 $40 $20 U.S. PE Middle Market Deal Flow by Quarter Lower Bound Upper Bound $0 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q Deal value ($B) # of deals closed Source: Pitchbook