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The Guide to the CLO Style Guide David Preston, CFA CLO and Commercial ABS Research (704) 410-3080 david.preston@wellsfargo.com Geoff Horton, CFA CLO and Commercial ABS Research (704) 410-3352 geoffrey.horton@wellsfargo.com Mackenzie Miller CLO and Commercial ABS Research (704) 410-3358 mackenzie.miller@wellsfargo.com October 10, 2017 Please see page 32 for the rating definitions, important disclosures and required analyst certifications. 10/10/17 at 3:00 p.m. ET This report is available on wellsfargoresearch.com and on Bloomberg WFRE All estimates/forecasts are as of 10/10/17 unless otherwise stated. Contents Introduction Overview / C aveats Metric Summary Table WAS Summary History / C ommon Metric WARF Summary History / C ommon Metric Adj. NAV Summary History / C ommon Metric Diversity Score Summary History / C ommon Metric Normalized Eq. Pmt Summary History / C ommon Metric Leverage Summary History / C ommon Metric Min. OC Cushion Summary History / C ommon Caa/CCC Summary History / C ommon 2nd Lien Exposure Summary History / C ommon < 80 Exposure Summary History / C ommon Wt. Avg Bid Depth Summary History / C ommon MV NAV Summary History / C ommon BB MVOC Summary History / C ommon 3 5 Pairings 6 7 Pairings 8 9 Pairings 10 11 Pairings 12 13 Pairings 14 15 Pairings 16 17 2 Metric Pairings 18 19 Metric Pairings 20 21 Metric Pairings 22 23 Metric Pairings 24 25 Metric Pairings 26 27 Metric Pairings 28 29 Metric Pairings 30 31 CLO Style Guide Data: Overview and Caveats We present The Guide to the CLO Style Guide, a companion to our monthly CLO Manager Style Guide. We believe that evaluating manager performance should always be viewed within the appropriate context. This report intends to give investors the tools needed to evaluate the CLOs in their respective portfolios. We provide descriptions and strengths/weaknesses for 14 different metrics. Investors may prioritize certain performance metrics; using these metrics, investors can evaluate holdings using market and manager data for a specific metric. The data are only a snapshot (based on each deal’s most recent Intex update), yet investors can also use the data to infer prior tactical or strategic maneuvers. Investors can compare relative position within various metrics. We urge investors not to focus on the specific number; differences can be small. 3 CLO Style Guide Data: Overview and Caveats In addition to the individual strengths and weaknesses listed, we also note that ALL the metrics listed are subject to the following drawbacks: All the data are a snapshot - as of the latest Intex update within the three months prior to the Style Guide (with the exception of price data, leverage and equity payment data), and does not account for the starting point or the path taken to the current point. Therefore, the managers’ style may have changed over time. A manager could have had a highspread portfolio in 2014 but have since rotated to lower-spread assets. Deals with lower OC cushions may have been issued with tighter cushion. Similarly, loans <80 do not account for purchase price. A manager may have purchased loans at 50 versus purchasing the loans at new issue. All the metrics are averages, and may mask distortions, such as barbelling. All the data are subject to vintage biases – for example, 2016 deals have a very different profile than 2013 or 2014 deals. Therefore, if a manager’s outstanding deals are overweight one vintage, their data may be skewed. We believe that even given these drawbacks, the metrics, when combined, can provide a directional look at manager style / performance. 4 CLO Metric Summary Description Curr. Mkt Avg. The calculated Wt. Avg Spread of the portfolio – giving no credit for LIBOR or for LIBOR floors 357 Straightforward - loan market's perception of risk expressed as average coupon Does not account for liquidity WARF Measures the weighted average Moody's rating of the assets. Lower WARF = Higher average credit rating Higher WARF = Lower average credit rating 2802 C ommonly used, expresses average rating of portfolio Assumes ratings are a good proxy for risk May not be calculated the same way across all deals Adj. NAV Adj. NAV is the equity NAV of the C LO, but not carrying all loans at their current market value. C ompensates for weaknesses of liquidation NAV and par based NAV Less intiutive; WAS Metric 67.1% Strength C alculated using loans trading at 85+ carried at par; 75 85 = 80; and < 75 = 65. May not match C LO reported WAS Does not adequately punish very low priced loans (< 50) NAV is affected by vintage and how notes/equity are sold at new issue Div. Moody’s diversity score: based on how many assets, how many industries and how big the positions are. A par weighted calculation that indicates collateral concentration in terms of both issuer and industry concentration. Norm. Eq. Pmt The total sum of all equity payments made during reinvestment, converted to an average quarterly payment. Equity distribution is the quarterly equity payment divided by the equity notional value. 4.3% Leverage provided by C LO structure; Total initial deal balance / equity notional balance. 10.8 Min. OC Difference between actual OC level and OC Test limit for the tightest OC test in the deal (not including Int. Diversion tests – only true OC tests) 419 Caa/CCC Intex’s fields show % of the portfolio rated Caa or below, and the % of the portfolio rated CCC or below 2nd Lien The percent of 2nd lien loans held by the C LO <80 Average # of loans in the pool that have current market prices below 80 Lev. Weakness 74 C ommonly used measure of portfolio concentration Diversity score may not be correlated with credit quality Industry classifications may not be standardized Looks at avg equity pmt over time Does not account for debt cost or vintage differences Adjusts for the fact that the first equity pmts often differ in payment period length, and differing first pmt periods can produce high or low first pmts Not adjusted for refi/ reset, which can affect equity NAV & payments Easy to calculate in Intex Based on structural leverage, not actual asset leverage, which technically would be more accurate Uses equity notional balance - similar to equity pmt data 4.3% / 3.8% Intuitive & commonly used Lower OC cushion are typically indicative of losses or stressed assets Does not account for initial structuring or OC calculation differences Only a snapshot; does not show OC gained or lost Intuitive & commonly used Quick measure of lower rated assets May be calculated differently from deal to deal Also, the data reported in Intex may refer to concentration limits, not to Excess C aa or Excess C C C Test levels used for OC test calculation May not include data from deals not rated by that rating agy 1.77 The percent of 2nd lien loans held by the C LO Not much differentiation; may not serve as a stand alone proxy for risk 2.4% C urrent data on loan market's view of more likely default candidates C ommonly used metric for tail risk in C LO portfolios Does not account for purchase price Proxy for liqudity of underlying loans - which can be used as a proxy for holdings of smaller or "lightly syndicated" loans Does not account for quality/size of bids in the market C ommonly used metric for equity valuation C LO is not a mark to market vehicle; liklely is only an estimate of true liquidation value due to transaction costs and management fees senior to equity. Bid Depth Weighted average of the # of bids on the loans in the C LO portfolio. 4.9 NAV Equity Net Asset Value; the current liquidation valueo of the portfolio, less outstanding note balance. 58.0% At times, $80 may be not be the right cut-off price NAV is affected by vintage and how notes/equity are sold at new issue BB MVOC The Market Value OC Ratio of the BB notes (Portfolio liquidation value coverage of BB notes) 107.0 C ommonly used metric 5 C LO is not a mark to market vehicle CLO Metrics: Weighted Average Spread (WAS) Metric Weighted Average Spread (WAS) The calculated Wt. Avg Spread of the portfolio – giving no credit for LIBOR or for LIBOR floors i.e. if all the loans are L+350, the metric would be 350 bps Description/ Uses Can infer risk appetite / risk profile of the loan pool. All else equal, a lower spread manager should have less risky assets. if a manager has low spread – and low equity distributions – investors may expect a higher NAV, since they are taking less risk in the portfolio. Time Market Stats Median Level Current (Sep 2017) 12M Ago (Sep 2016) 18M Ago (Mar 2016) 357 384 381 Chg. From Current -27 -24 Higher Spread Pool Common Metric Pairs/Tradeoffs Lower Spread Pool Higher equity payments More risky assets - higher WARF/ Caa/ CCC/ 2nd Lien Lower market-value metrics - NAV, Adj. NAV, BB MVOC Strengths Metric Analysis Calculation Example Holding ($mm) 5 2.5 2.5 Weighted Avg. Spread Data Source Weaknesses ● Easy to calculate/provided in Intex ● Straightforward - loan market's perception of risk expressed as average coupon ● Strong relationship with Equity Payments Asset Loan 1 Loan 2 Loan 3 Lower equity payments Less risky assets - lower WARF/ Caa/ CCC/ 2nd Lien Higher market-value metrics - NAV, Adj. NAV, BB MVOC 3mL + Spread 3mL + 300 3mL + 350 3mL + 425 3mL + 344 Intex 6 ● Subject to vintage bias - spread levels are dependent on loans available in the market ● Managers that have a larger share of deals issued in 2016/2017 may have lower WAS levels than managers with a larger share of 2013/2014 deals ● May not account for liquidity / size of underlying loans CLO Metrics: Weighted Average Spread (WAS) 4.30 The Median WAS has dropped over the past 18 Months Median WAS by Vintage 4.10 7% 4.10 3.90 3.90 3.70 3.70 5% 4% 3% 2% 3.50 Jan-13 Jan-14 2012 Jan-15 2014 2013 Jan-16 Jan-17 1% 320 3.50 340 360 2016 2015 380 400 420 WAS Higher WAS Often Associated with Higher WARF (Lower-Rated Assets) 3,200 100% NAV and Adj. NAV 3,100 3,000 WARF Higher WAS Often Associated with Higher Equity Pmts. 6% Norm. Equity Pmt. 4.30 2,900 2,800 2,700 Higher WAS Often Associated with Lower Market Value Metrics 80% 60% 40% 20% 2,600 2,500 320 340 360 380 WAS 400 Sources: Intex, LPC Collateral Scatter plots show manager median data from the 9/2017 Style Guide 0% 320 420 340 360 MV NAV 7 WAS 380 Adj. NAV 400 420 CLO Metrics: Weighted Average Rating Factor (WARF) Metric Description/ Uses Weighted Average Rating Factor (WARF) Measures the weighted average Moody's rating of the assets. Used to determine the risk in the pool. Lower WARF = Higher average credit rating Higher WARF = Lower average credit rating Some investors may view WARF as a "filter" metric; for example, an investor prefers deals with WARF below a certain level. For reference, a CLO with a WARF of 2,833 is roughly equivalent to a B2 rating. Market Stats Median Level Time Current (Sep 2017) 2802 12M Ago (Sep 2016) 2861 18M Ago (Mar 2016) 2801 Chg. From Current -59 1 Higher WARF Pool Common Metric Pairs/Tradeoffs Lower WARF Pool Higher WAS and potentially higher equity payments Lower rated assets - more exposure to Caa/ CCC/ 2nd Lien Lower market-value metrics - NAV, Adj. NAV, BB MVOC Lower WAS and potentially lower equity payments Higher rated assets - Less exposure to Caa/ CCC/ 2nd Lien Higher market-value metrics - NAV, Adj. NAV, BB MVOC Strengths Metric Analysis Calculation Notes Weaknesses ● Easy to calculate/provided in Intex ● Assumes ratings are a good proxy for risk ● May not be calculated the same way across all deals Each obligor is assigned a Rating Factor based on Moody's Default Probability Rating; this represents the idealized default rate at a 10-year time horizon, multiplied by 10,000. For example: an Obligor with a rating of Baa3 may have a Rating Factor of 610, or a 610/10,000 (6.1%) probability that it will default within a 10-year time horizon. **Many CLOs use the Moody's Corporate Family Rating (CFR) when calculating WARF. CFRs may be 1-2 notches lower than the rating on a 1st lien sr secured loan. Also, the Moody’s rating for WARF may be adjusted if the loan is on watch or outlook. Data Source Intex 8 Moody's Rating Aaa Equiv. S&P AAA Rating Factor 1 Moody's Equiv. Rating Rating S&P Factor Ba1 BB+ 940 Aa1 Aa2 AA+ AA 10 20 Ba2 Ba3 BB BB- 1,350 1,766 Aa3 AA- 40 B1 B+ 2,220 A1 A+ 70 B2 B 2,720 A2 A 120 B3 B- 3,490 A3 Baa1 Baa2 ABBB+ BBB 180 260 360 C aa1 C aa2 C aa3 CCC+ CCC CCC- 4,770 6,500 8,070 Baa3 BBB- 610 Ca CC 10,000 CLO Metrics: Weighted Average Rating Factor (WARF) The Median WARF has Increased Since 2013 3,000 3,000 2,900 2,900 420 380 2,800 2,700 2,700 2,600 2,600 340 2,500 320 2,500 Jan-14 2012 7% 2013 Jan-15 2014 Jan-16 Jan-17 360 Lower WARF Often Associated with Lower Exposure to Loans < $80 12% 5% 8% Caa and CCC % 10% 4% 3% 2% 1% 2,600 2,700 2,800 2,900 WARF 3,000 2,600 2,700 3,100 3,200 2,800 2,900 3,000 3,100 WARF % Caa Exposure % CCC Exposure 3,200 2016 2015 6% 0% 2,500 Higher WARF Often Associated with Higher WAS (Higher-Spread Pools) 400 2,800 2,500 Jan-13 % < $80 3,100 WAS Median WARF by Vintage 3,100 3,100 Sources: Intex, LPC Collateral Scatter plots show manager median data from the 9/2017 Style Guide 9 3,000 Lower WARF Often Associated with Lower Caa or CCC Exposure 6% 4% 2% 0% 2,500 3,200 2,800 2,900 WARF 2,600 2,700 CLO Metrics: Adjusted Net Asset Value (Adj. NAV) Metric Description/ Uses Adjusted Net Asset Value (Adj. NAV) Adjusted NAV is an attempt to compensate for the weaknesses of both pure market value NAV and a par-based measurement. Adj. NAV is the equity NAV of the CLO, but not carrying all loans at their current market value. Calculated using loans trading at 85+ carried at par; 75 - 85 carried at 80; and < 75 carried at 65 (low end of hist. recovery). Time Market Stats Median Level Current (Sep 2017) 12M Ago (Sep 2016) 18M Ago (Mar 2016) Chg. From Current 67.1% 53.9% 41.1% 13.2% 26.0% Higher Adj. NAV Pool Common Metric Pairs/Tradeoffs Lower Adj. NAV Pool Lower risky-asset exposure (Caa/CCC/ 2nd liens) Higher risky-asset exposure (Caa/CCC/2nd liens) Higher BB MVOC Lower equity distributions Lower BB MVOC Higher equity distributions Strengths Metric Analysis Calculation Example Data Source Weaknesses ● Compensates for weaknesses of pure market-value NAV and is less volatile ● Used as a proxy for how many loans are “money good” (Loans 85+) – so this NAV would be a proxy for ultimate terminal value for the equity – a PO estimate – as opposed to liquidation value. Assets Size Assets $ Holdings Mkt. Px NAV Adj. NAV 307,500 Loans 1-105 240,000 100.3 100.3 100.0 63,750 Loans 106-130 120,000 99.5 99.5 100.0 28,125 Loans 131-160 80,000 94.0 94.0 100.0 31,250 Loans 161-171 28,000 84.0 84.0 80.0 29,375 Loans 171-176 10,000 74.5 74.5 65.0 5,938 Loans 176-180 14,000 63.0 63.0 65.0 44,385 Par or Mkt Val 492,000 475,110 478,000 Total 510,323 NAV 21% 27% In a loan market selloff, if the average loan price drops to $96 or $94, the loans would likely still be money good but the typical MV NAV would look worse; Adj. NAV would hold these loans at par. Tranche A B C D E F Subord Liabilities Rating AAA AA A BBB BB B NR ● Not easily provided in Intex ● NAV metrics affected by vintage & equity / note prices ● May not adequately punish very low priced loans (ex <$50) ● Only provides a snapshot of the loan prices on a specific day;this applies to all market-value metrics (NAV, loans < 80, BB MVOC). Intex, Wells Fargo Securities 10 CLO Metrics: Adjusted Net Asset Value (Adj. NAV) 100 The Median Adj. NAV is ~60% 90 90 80 80 70 70 60 60 50 50 40 40 30 30 20 Jan-13 Jan-14 2012 Jan-15 2013 Jan-16 2014 12% 2015 8% 6% 4% 2% 0% 20% 20 Jan-17 Higher Adj. NAV Often Associated with Lower Caa or CCC Exposure 10% Caa and CCC % Adj. NAV by Vintage 100 2016 420 109 60% 80% Adj. NAV % Caa Exposure % CCC Exposure 100% Higher Adj. NAV Often Associated with Lower WAS (Lower-Spread Pools) Market Value Metrics Tend to Move Together 110 40% 400 107 WAS BB MVOC 108 106 380 360 105 340 104 103 20% 40% 60% Adj. NAV 80% 320 100% NAV Sources: Intex, LPC Collateral Scatter plots show manager median data from the 9/2017 Style Guide 11 20% 40% 60% Adj. NAV 80% 100% CLO Metrics: Moody’s Diversity Score Metric Moody's Diversity Score Moody’s diversity score: based on how many assets, how many industries and how big the positions are. A par weighted calculation that indicates collateral concentration in terms of both issuer and industry concentration. Description/ Uses Market Stats The Moody’s Diversity score has three primary inputs: 1) number of industries, 2) number of assets and 3) par value of each asset. The drivers of a higher diversity score are one or more of the following: more assets, less correlated assets (widely distributed across more industries) and more evenly distributed par amount of the assets. Median Level Time Current (Sep 2017) 74 12M Ago (Sep 2016) 70 18M Ago (Mar 2016) 68 Chg. From Current 4 6 Higher Diversity Pool Common Metric Pairs/Tradeoffs Lower Diversity Pool ● More diversity is generally associated with lower idiosyncratic risk and industry risk. ● On the flip side, extremely diverse pools could be overweight smaller names or industries relative to the market. Strengths Metric Analysis ● Lower diversity could be a sign of manager conviction in a certain name or industry. Weaknesses ● Easy to calculate/provided in Intex ● Diversity score may not be correlated with credit quality ● Managers may increase diversity to help with matrix tests ● Industry classifications may not be standardized Moody's diversity score is provided in Intex. Calculation Notes Data Source A deal's minimum diversity limit is calculated based on the Moody's Matrix, which is a sliding scale based on WAS, WARF, loan recovery levels and diversity. Intex 12 CLO Metrics: Moody’s Diversity Score 3,200 75 3,100 70 70 3,000 65 65 2,900 60 60 55 55 50 50 Diversity by Vintage The Median Div. Score for newer post-crisis vintages has ticked up in recent months. 75 45 Jan-13 Jan-14 2012 Jan-15 2013 Jan-16 2014 Jan-17 2015 WARF 80 80 2,800 2,700 2,600 45 2,500 60 70 80 Diversity 90 100 110 90% 80% 70% 6% MV NAV Norm. Eq Pmt. 50 Higher Diversity Generally Unrelated to NAV 100% 7% 5% 4% 60% 50% 40% 30% 20% 3% 2% 40 2016 Higher Diversity Has Slightly Positive Relationship with Norm. Eq Pmts. 8% Higher Diversity Often Associated with Lower WARF 10% 40 50 60 70 80 Diversity 90 100 Sources: Intex, LPC Collateral Scatter plots show manager median data from the 9/2017 Style Guide 0% 110 13 40 50 60 70 80 Diversity 90 100 110 CLO Metrics: Normalized Equity Payment Metric Description/ Uses Median Normalized Quarterly Equity Payment Total Equity Distributions (during Reinvest. Period), converted to quarterly payments. The total sum of all equity payments made during reinvestment, converted to an average quarterly payment. Equity distribution is the quarterly equity payment divided by the equity notional value. We can think of the quarterly distributions (the IO) and the NAV (the PO) as the two parts of the return – with the total return as the distributions received to date plus the current portfolio value. If a manager has a low WAS portfolio – and low equity distributions – then, all else equal, they should have a higher NAV, since they are taking less risk in the portfolio. Market Stats Chg. Median Level 4.3% 4.8% Time Current (Sep 2017) 12M Ago (Sep 2016) -0.5% Higher Normalized Equity Payments Lower Normalized Equity Payments Common Metric Pairs/Tradeoffs ● Higher WAS - and potentially higher exposure to riskier assets (Caa/CCC/2nd lien) ● Higher leverage ● Lower market-value metrics (Eq. NAV, BB MVOC) ● Lower WAS - and potentially cleaner pools (lower Caa/CCC/2nd lien) ● Lower leverage ● Higher market-value metrics (Eq. NAV, BB MVOC) Metric Analysis ● Looks at average equity payments over time ● Adjusts for the fact that the first equity payments often differ in payment period length, and differing first payment periods can produce high or low first payments. ● Not provided in Intex ● Does not take into account the PO value of the pool ● Not adjusted for refi/ reset, which can affect equity NAV & payments. ● Does not account for debt cost or vintage differences. Example: 2016-Vintage Deal Issue Date Days Outstanding as of last payment date Qtrs Outstanding as of last payment date Payments / Equity Balance Normalized Qtrly Payment/Equity Balance Payment Dates 10/27/2016 1/27/2017 4/27/2017 7/27/2017 Total Strengths Calculation Notes Data Source Weaknesses 4/7/2016 470 5.15 29.8% 5.79% Intex, Wells Fargo Securities 14 Payment 8,382,123 1,646,869 1,567,600 1,798,126 13,394,718 Not. Equity Bal. 44,900,000 44,900,000 44,900,000 44,900,000 CLO Metrics: Normalized Equity Payment Higher Equity Pmts. Strongly Associated with Higher WAS 440 3,100 420 3,000 WARF 400 WAS Higher Eq. Pmts. Often Associated with Higher WARF (Lower-Rated Assets) 3,200 380 2,900 2,800 360 2,700 340 2,600 320 2,500 2% 3% 4% 5% 6% 7% 8% 2% 3% Norm. Eq. Pmts. Higher Eq. Pmts. Often Associated with Lower Market Value Metrics 7% 8% Higher Equity Pmts. Often Associated with Higher Leverage 13.0 12.5 80% 12.0 11.5 60% Leverage NAV and Adj. NAV 100% 4% 5% 6% Norm. Eq. Pmts. 11.0 40% 10.5 10.0 20% 9.5 0% 2% 3% 4% 5% 6% Norm. Eq. Pmts. MV NAV 7% 9.0 8% 3% 4% 5% Norm. Eq. Pmts. Adj. NAV Sources: Intex, LPC Collateral Scatter plots show manager median data from the 9/2017 Style Guide 2% 15 6% 7% 8% CLO Metrics: Leverage Metric Description/ Uses Market Stats Median Leverage ● Total initial deal balance / equity notional balance. ● The leverage category can be used to show how the manager is working to achieve equity returns: structural leverage vs. leverage in the assets. When structuring a CLO, there are certain trade-offs – all else equal, a lower WARF (higher rated assets) or higher diversity should allow for more leverage on the pool. Median Level 10.8 10.5 10.4 Time Current (Sep 2017) 12M Ago (Sep 2016) 18M Ago (Mar 2016) Chg. 0.3 0.4 Higher Leverage Common Metric Pairs/Tradeoffs Metric Analysis Lower Leverage ● One manager style is to add an extra turn or two of leverage, but with a very clean pool (below avg WAS, better than avg WARF). ● Higher structural leverage allows more room for lower asset leverage (potentially lower WAS or WARF) ● Higher diversity ● Higher WARF (lower rated assets) ● Lower diversity Strengths Weaknesses ● Easy to calculate in Intex ● Uses equity notional balance - similar to equity payment data ● Less volatile than calculating based on asset leverage which is constantly changing ● More levered deals will show faster moves in market value metrics (NAV, MVOC) ● Based on structural leverage, not actual asset leverage – not based on assets/ (assets-debt), which technically would be more accurate; based on total deal balance / equity notional. ● We use structural leverage because a) equity pmts are frequently quoted as a pct of notional par and b) the asset balance is constantly changing. Calculation Example Tranche A B C D E Subord Total Rating AAA AA A BBB BB NR Data Source Intex, Wells Fargo Securities Size 372,000 84,000 36,000 36,000 24,000 56,000 608,000 Leverage Structural Leverage 16 = 608,000 / 56,000 10.9 CLO Metrics: Leverage Higher Leverage Often Associated with Higher Equity Pmts. 6% 95 5% 4% 85 75 65 3% 2% 55 45 9 10 11 Leverage 12 13 Higher Leverage Often Associated with Higher WAS (Higher-Spread Pools) 420 9 10 11 Leverage 12 13 Higher Leverage Often Associated with Lower MV NAV 100% 400 80% MV NAV WAS Higher Leverage Could be Offset by Higher Diversity 105 Diversity Norm. Equity Pmt. 7% 380 360 60% 40% 340 20% 320 0% 9 10 11 Leverage 12 Sources: Intex, LPC Collateral Scatter plots show manager median data from the 9/2017 Style Guide 13 17 9 10 11 Leverage 12 13 CLO Metrics: Min. OC Cushion Metric Description/ Uses Median Minimum Overcollateralization Cushion (Min OC Cushion) ● Difference between actual OC level and OC Test limit for the tightest OC test in the deal (not including Int. Diversion tests – only true OC tests). Used to show how close an equity cashflow diversion is. ● OC Test: Par-based asset/liability coverage test. Given a tranche, X, the OC ratio = Adj. Principal Value of Collateral / Sum of prin. for tranche X and all tranches senior to X Time Market Stats Common Metric Pairs/Tradeoffs Metric Analysis Calculation Example Median Level Chg. 419 391 425 28 -5 Current (Sep 2017) 12M Ago (Sep 2016) 18M Ago (Mar 2016) Higher Min. OC ● In theory, we would hope a manager with lower Min. OC cushion would have recently cleaned up their pool/sold assets at a discount at the cost of min. OC ● Included in Intex ● Provides a proxy for par building ● Haircut for excess Caa / CCC exposure, defaulted assets and discount purchases ● Some deals may have single B OC tests (~ 20-30% of single-B tranches have OC tests) ● Does not account for initial structuring or OC calculation differences. ● Only a snapshot; does not show OC gained or lost Tranche Rating A-1 AAA A-2 AA B A C BBB D BB Subord NR Total Liabilities Size 372 84 36 36 24 56 608 OC Ratio Numerator Agg. Principal Value of Underlying Assets Cash & Eligible Investments Total Assets Data Source Lower Min. OC ● Lower Caa / CCC / Defaulted asset exposure - which can sometimes be haircut in the min. OC cushion calculation d h ( ll l b l $ ) Strengths Weaknesses Denominator Calc [372] [372 + 84] [372 + 84 + 36] [372 + 84 + 36 + 36] [372 + 84 + 36 + 36 + 24] Numer. Curr. Val 600 1.61 600 1.32 600 1.22 600 1.14 600 1.09 Trigger Cushion (bps) 1.21 1.14 1.08 1.05 1058 795 564 400 P/F PASS PASS PASS PASS PASS This example deal has a min. OC cushion of 400 bps. 595 5 600 Intex, Wells Fargo Securities 18 CLO Metrics: Min. OC Cushion 5.5 The median Min. OC Cushion Declined in H1 2016 but has since remained generally flat 5.0 4.5 4.5 4.0 4.0 3.5 3.5 3.0 Jan-14 3.0 Jan-15 2012 2014 Jan-17 2015 8% 6% 4% 2% 0% 50 5% 5.5 Bid Depth 6.0 4% 3% 4.5 4.0 1% 3.5 150 250 350 Min. OC Cushion 450 Sources: Intex, LPC Collateral Scatter plots show manager median data from the 9/2017 Style Guide 3.0 550 19 350 450 550 Min OC Cushion % CCC Exposure 5.0 2% 50 250 Higher Min OC Slightly Associated with Lower Bid Depth 6.5 6% 0% 150 % Caa Exposure 2016 Higher Min OC Often Associated with Lower Loans < $80 7% Loans < $80 2013 Jan-16 10% 5.5 5.0 Higher Min OC Often Associated with Lower Caa or CCC Exposure 12% 6.0 Caa and CCC % Median Min OC Cushion 6.0 50 150 250 350 Min. OC Cushion 450 550 CLO Metrics: Caa Exposure and CCC Exposure Metric Description/ Uses Median Caa Exposure and Median CCC Exposure ● Intex’s fields show % of the portfolio rated Caa or below, and the % of the portfolio rated CCC or below ● Generally, we have found that Moody's Caa exposure in a CLO is based on facility rating, while S&P's CCC exposure is based on issuer rating. Time Market Stats Med. Caa 4.30 4.88 3.97 Current (Sep 2017) 12M Ago (Sep 2016) 18M Ago (Mar 2016) Chg. Med. CCC 3.80 3.93 2.45 -0.58 0.33 Higher Caa or CCC Exposure Common Metric Pairs/Tradeoffs ● ● ● ● Chg. -0.13 1.35 Lower Caa or CCC Exposure Higher spread assets (higher WAS) Higher WARF Lower Min OC Cushion Lower market-value metrics (NAV, Adj. NAV, BB MVOC) ● ● ● ● Cleaner pools - lower WARF Lower spread pools Higher Min OC Cushion Higher market-value metrics (NAV, BB MVOC) Strengths Weaknesses / Caveats ● Included in Intex ● Clear calculation of lower-rated assets in the portfolio Metric Analysis Calculation Example Security Company Company Company Company Company Company 1 2 3 4 5 6-200 Prin. Bal. 3.0 2.9 2.9 2.5 3.7 479.3 Total Asset Bal 494.3 MDY Rtg B3 B3 Caa1 Caa3 Caa1 B2 S&P Rtg CCC CCC+ CCCCCCCCC BB 20 ● May be calculated differently from deal to deal. ● Also, the data reported in Intex may refer to concentration limits, not to Excess Caa or Excess CCC Test levels used for OC test calculation; Actual Caa or CCC holdings may be higher or lower. ● May not include data from deals not rated by that rating agy. If Moody's did not rate the deal, we may not have Caa% data. Caa Exp Total Caa or CCC Total Assets % Exposure 2.9 2.5 3.7 CCC Exp 3.0 2.9 2.9 2.5 3.7 9.1 494.3 1.8% 15.0 494.3 3.0% CLO Metrics: Caa Exposure and CCC Exposure 7.0 Median Caa Exposure Increased During 2016 but has Since Flattened or Dropped 6.0 6.0 5.0 5.0 4.0 4.0 3.0 3.0 2.0 2.0 1.0 1.0 0.0 Jan-14 0.0 Jan-15 2012 Jan-16 2013 2014 Jan-17 2015 12% 8% 6% 4% 2% 0% 320 12% 8% 8% Caa and CCC % 10% Caa and CCC % 10% 6% 4% 2% 0% 50 150 360 350 450 550 Min OC Cushion % Caa Exposure % CCC Exposure 21 WAS 380 400 420 % CCC Exposure Higher Caa or CCC Exposure Often Associated with Lower MV Metrics 6% 4% 2% 0% 20% 250 Sources: Intex, LPC Collateral Scatter plots show manager median data from the 9/2017 Style Guide 340 % Caa Exposure 2016 Higher Caa or CCC Often Associated with Lower Min OC Cushion 12% Higher Caa or CCC Often Associated with Higher WAS 10% Caa and CCC % Med. Reported Caa Holdings 7.0 40% 60% Adj. NAV % Caa Exposure 80% % CCC Exposure 100% CLO Metrics: Second Lien Exposure Metric Description/ Uses Market Stats Median 2nd Lien Exposure ● The percent of 2nd lien loans held by the CLO ● Used as a proxy for portfolio risk Med. Caa Time Current (Sep 2017) 1.77 12M Ago (Sep 2016) 2.14 18M Ago (Mar 2016) 2.64 Chg. -0.37 -0.87 Higher 2nd Lien Exposure Common Metric Pairs/Tradeoffs Lower 2nd Lien Exposure ● In general, we would expect higher 2nd liens to be associated with: ● Higher spread assets (higher WAS) ● Higher WARF ● Lower market-value metrics (NAV, Adj. NAV, BB MVOC) ● Cleaner pools - lower WARF ● Lower spread pools ● Higher market-value metrics (NAV, BB MVOC) However, some managers appear to employ a barbell approach, where higher second lien exposure doesn't necessarily equate to a riskier portfolio Strengths Metric Analysis Weaknesses / Caveats ● Included in Intex ● Clear calculation of second-lien assets in portfolio Provided in Intex as a percent of the deal's asset balance Calculation Example Data Source Intex, Wells Fargo Securities 22 ● Does not stand alone as a proxy for risk - managers may employ a barbell approach in choosing assets ● Deals with high 2nd lien holdings may see a disconnect between Caa and CCC % (facility rating vs. issuer rating) CLO Metrics: Second Lien Exposure Second Lien Exposure has declined since Jan 2015 but has recently ticked up 4.0 3.0 3.0 2.0 2.0 Higher 2nd Liens Generally Unrelated to WAS Level 420 400 WAS Med. 2nd Lien Exposure 4.0 380 360 1.0 1.0 340 0.0 Jan-14 Jan-15 2012 2013 Jan-16 2014 Jan-17 2015 0.0 320 Higher 2nd Lien managers tend to have more liquid portfolios (higher bid depth) 6.5 2.0 3.0 2nd Liens (% Exp) 4.0 5.0 7% Norm. Eq Pmt. Bid Depth 1.0 Higher 2nd Liens Have Slightly Positive Relationship with Norm. Eq Pmts. 8% 6.0 5.5 5.0 4.5 4.0 3.5 - 2016 6% 5% 4% 3% - 1.0 2.0 3.0 2nd Liens (% Exp) 4.0 Sources: Intex, LPC Collateral Scatter plots show manager median data from the 9/2017 Style Guide 2% 5.0 23 - 1.0 2.0 3.0 2nd Liens (% Exp) 4.0 5.0 CLO Metrics: < $80 Exposure Metric Description/ Uses Market Stats Median Exposure to Loans Trading < $80 ● Average # of loans in the pool that have current market prices below 80 – the traditional cut-off for a ‘distressed loan’ in the loan market. ● Used to illustrate tail risk or as a proxy for near term (12-24 month) default risk in the pool. ● If average recoveries (measured by post default trading price) are ~65, then a loan trading below 80 is typically trading as if the market thinks it will default. Time Current (Sep 2017) 12M Ago (Sep 2016) 18M Ago (Mar 2016) Loans < $80 Chg. 2.4% 4.5% 9.5% -2.1% -7.1% Higher Loans < $80 Common Metric Pairs/Tradeoffs ● ● ● ● Lower Loans < $80 Higher spread assets (higher WAS) Higher WARF Lower Min OC Cushion Lower market-value metrics (NAV, Adj. NAV, BB MVOC) Strengths Metric Analysis Provided in LPC Collateral's Database by Deal Data Source LPC Collateral Cleaner pools - lower WARF Lower spread pools Higher Min OC Cushion Higher market-value metrics (NAV, Adj. NAV, BB MVOC) Weaknesses / Caveats ● Trading prices can be a good proxy for whether market believes a loan will default ● Commonly used metric for tail risk in CLO portfolios Calculation Example ● ● ● ● 24 ● Does not account for purchase price. Manager could have bought a loan at $0.25 which now trades at $0.79 and it would still be included in our metric. ● Also, at various points, <80 is arguably too high or too low a cut-off for tail risk. ● Based on a snapshot of the loan prices on the day we determine the underlying portfolio market value - this applies to all market-value metrics (NAV, loans < 80, BB MVOC). CLO Metrics: < $80 Exposure 15% 15% Loans below $80 have ticked up in recent months 12% 9% 9% 6% 6% 3% 6% 5% 4% 3% 3% 0% Jan-14 Jan-15 2012 2013 Jan-16 2014 Jan-17 2015 0% 2% 90% 1% 2% 3% 4% Loans < $80 5% 6% 7% Higher Loans < $80 Have Negative Relationship with Min OC Cushion 550 500 450 70% 400 Min OC Cushion 80% 60% 50% 40% 30% 20% 350 300 250 200 150 100 10% 0% 0% 2016 Higher Loans < $80 Associated with Lower MV Metrics 100% MV NAV 7% Norm. Eq Pmt. Med. Pct. of Loans < 80 12% Higher Loans < $80 Have Positive Relationship with Norm. Eq Pmts. 8% 50 0% 1% 2% 3% 4% Loans < $80 5% Sources: Intex, LPC Collateral Scatter plots show manager median data from the 9/2017 Style Guide 6% 7% 25 0% 1% 2% 3% 4% Loans < $80 5% 6% 7% CLO Metrics: Wtd. Avg. Bid Depth Metric Description/ Uses Market Stats Median Weighted Average Bid Depth ● Average of the # of bids on the loans in the CLO portfolio used in our portfolio pricing, per our CLO asset pricing tool ● Avg. Bid depth is an attempt to show the level of liquidity on assets in underlying CLO portfolios. Used to show which managers are taking liquidity risk – typically, we would think of loans with fewer bids as smaller loans – ‘upper middle market’ or ‘lightly syndicated loans.’ ● Because a CLO is not a mark to market vehicle, and the CLO does not have forced liquidation provisions, we believe liquidity risk within a CLO portfolio is acceptable – however, we also want CLO investors to understand how certain managers may be achieving higher spread pools or driving a favorable WAS/WARF ratio. Time Current (Sep 2017) 12M Ago (Sep 2016) Bid Depth 4.90 4.42 Chg. 0.48 Higher Bid Depth Common Metric Pairs/Tradeoffs Lower Bid Depth ● More volatile market-value metrics, due to increased liquidity ● Lower spread pools ● Typically, a lower bid depth corresponds with higher spread portfolios. ● More stable market-value metrics, due to less liquidity—but may face larger jumps in prices in a stress period. Strengths Metric Analysis Calculation Example Data Source Weaknesses / Caveats ● Can help investors understand how a CLO manager may be achieving higher spread pools or driving a favorable WAS/WARF ratio. Example Deal: Assets $ Holdings Loans 161,676 Loans 136,292 Loans 103,743 Loans 135,003 Loans 125,990 Loans 63,643 Loans 64,052 Total 790,399 Wtd. Avg. Bid Depth Assets 1-70 71-144 145-193 194-257 258-304 305-341 341-363 Bid Depth 1 2 3 5 7 9 10 4.45 LPC Collateral 26 ● Does not account for quality/size of bids in the market. CLO Metrics: Wtd. Avg. Bid Depth Lower Bid Depth Often Associated with Higher WAS (Higher-Spread Pools) 420 Lower Bid Depth Often Associated with Higher Eq. Pmts. 8% Normalized Eq. Pmt 7% WAS 400 380 360 4% 2% 3.5 4.0 4.5 5.0 Bid Depth 5.5 6.0 6.5 Lower Bid Depth Often Associated with Higher Caa Exposure 12% 4.0 4.5 5.0 Bid Depth 5.5 6.0 6.5 Lower Bid Depth Often Associated with Lower MV NAVs 90% 80% 70% MV NAV 8% 6% 4% 60% 50% 40% 30% 20% 2% 0% 3.5 100% 10% Caa % 5% 3% 340 320 6% 10% 3.5 4.0 4.5 5.0 Bid Depth 5.5 6.0 Sources: Intex, LPC Collateral Scatter plots show manager median data from the 9/2017 Style Guide 0% 6.5 27 3.5 4.0 4.5 5.0 Bid Depth 5.5 6.0 6.5 CLO Metrics: MV NAV Metric Description/ Uses Market Stats Common Metric Pairs/Tradeoffs Metric Analysis Market Value NAV The equity market value NAV of the CLO equity tranche (expressed as a pct of equity notional balance). Can be thought of as the liquidation value of the CLO – the value to the equity if the manager sold all the assets and paid off the notes. Calculated by taking the market value of the portfolio minus the face value of all debt tranches outstanding, divided by equity notional. May not account for incentive mgmt. fees or deferred fees. Time Median Level Current (Sep 2017) 58.0% 12M Ago (Sep 2016) 42.3% 18M Ago (Mar 2016) -0.8% 15.7% 58.8% Higher NAV Pool Lower NAV Pool Lower risky-asset exposure (Caa/CCC/ 2nd liens) Lower loans < $80 exposure Higher risky-asset exposure (Caa/CCC/2nd liens) Higher loans < $80 exposure Strengths ● Provides proxy for liquidation value of the CLO - if we sold the assets today and paid off all the debts ● Can be used to proxy total returns to equity Equitiy NAV (PO) + Cashflows paid to date ● Commonly used in pricing and trading secondary equity. Weaknesses ● CLO is not a mark to market vehicle, and the CLO does not have forced liquidation provisions. A CLO provides the equity investor with term leverage with no mark to market pressure, and investors can’t force a liquidation prior to the call – so measuring daily loan price movements may not always make sense. For example – if loan outflows lead to loan market selling, all loans may fall in price. If half the pool drops from 99 to 94, the NAV drops 25 points – but we wouldn’t think the actual credit quality has actually changed. ● A snapshot of the loan prices on the day we determine the underlying portfolio market value ● Not adjusted for refi/ reset, which can affect NAV and eq. pmts. ● Does not account for initial structuring differences. Calculation Example Total Data Source Chg. Tranche A B C D E Subord Liabilities Rating AAA AA A BBB BB NR Size 314,100 60,900 36,000 25,700 23,300 52,500 512,500 Markit, Wells Fargo Securities 28 Assets Assets $ Holdings Mkt. Px Loans 1-105 240,000 100.3 Loans 106-130 120,000 99.5 Loans 131-160 86,000 98.0 Loans 161-171 28,000 87.0 Loans 171-180 20,000 70.0 Par or Mkt Val 494,000 482,760 NAV 43% CLO Metrics: MV NAV MV NAV has moved sideways in 2017 due to limited loan market volatility 420 80 80 400 60 60 40 40 20 20 Median Equity NAV -20 Jan-14 Jul-14 2012 Jan-15 Jul-15 2013 Jan-16 2014 Jul-16 Jan-17 2015 340 -20 Jul-17 2016 320 40% 60% MV NAV 80% 100% Market Value Metrics Tend to Move Together 110 109 6% 108 5% BB MVOC Norm. Eq. Pmts. 20% Higher MV NAV (PO) Often Associated with Lower Equity Pmts. (IO) 7% 4% 3% 107 106 105 2% 1% 20% 380 360 0 0 8% WAS 100 100 Higher MV NAV Often Associated with Lower WAS (Lower-Spread Pools) 104 40% 60% MV NAV 80% Sources: Intex, LPC Collateral Scatter plots show manager median data from the 9/2017 Style Guide 103 20% 100% 40% 60% Adj. NAV 29 80% NAV 100% CLO Metrics: BB MVOC Metric Description/ Uses Market Stats Common Metric Pairs/Tradeoffs BB MVOC ● The Market Value OC Ratio of the BB notes. For example, if we liquidated the pool today, how covered are BB notes. OC ratio uses the most recent market value of the collateral instead of the par / haircut value. ● Class B MVOC = market value of collateral / (Par value class A notes + Par value class B notes outstanding). Time Median Level Current (Sep 2017) 107.0 12M Ago (Sep 2016) 105.7 18M Ago (Mar 2016) 101.1 Chg. 1.3 5.9 Higher BB MVOC Pool Lower BB MVOC Pool Lower risky-asset exposure (Caa/CCC/ 2nd liens) Lower loans < $80 exposure Strengths Weaknesses ● Provides proxy for market value coverage of the BB tranche ● Commonly used in pricing and trading secondary tranches ● Data is based on a snapshot of the loan prices on the day we determine the underlying portfolio market value ● Does not account for initial structuring differences. Deals may have higher or lower OC cushion at issuance due to trade-offs in the structuring process. ● CLO is not a mark to market vehicle, and the CLO does not have forced liquidation provisions. A CLO provides the equity investor with term leverage with no mark to market pressure, and investors can’t force a liquidation prior to the call – so measuring daily loan price movements may not always make sense. Liabilities Tranche Rating A AAA B AA C A D BBB E BB Subord NR Par Value of Liabilities Market Value of Assets OC Calculations OC Coverage OC Ratio = 490 / [314] 156.0 = 490 / [314+61] 130.7 = 490 / [314+61+36] 119.2 = 490 / [314+61+36+26] 112.2 = 490 / [314+61+36+26+23] 106.5 Metric Analysis Calculation Example Data Source Higher risky-asset exposure (Caa/CCC/2nd liens) Higher loans < $80 exposure Size 314 61 36 26 23 53 513 490 Markit, Wells Fargo Securities 30 The BB tranche is 1.06x covered on a market value basis CLO Metrics: BB MVOC 110 110 108 108 106 106 104 104 102 102 100 100 98 Jan-12 2012 8% 400 Jan-14 2013 Jan-15 Jan-16 2014 340 320 Jan-17 2015 Higher MV Metrics (like BB MVOC) Often Associated with Lower Equity Pmts. (IO) 104 105 106 BB MVOC 107 108 109 Market Value Metrics Tend to Move Together 110 109 6% BB MVOC 108 5% 4% 107 106 3% 105 2% 104 1% 103 103 2016 7% Norm. Eq. Pmts. 380 360 98 Jan-13 Higher BB MVOC Often Associated with Lower WAS (Lower-Spread Pools) 420 WAS At the trough of 2016 volatility, the average BB tranche was not covered on a MV basis 104 105 106 BB MVOC 107 108 Sources: Intex, LPC Collateral Scatter plots show manager median data from the 9/2017 Style Guide 103 20% 109 40% 60% Adj. NAV 31 80% NAV 100% Disclosure Appendix Additional information is available on request. Analyst’s Certification The research analyst(s) principally responsible for the report certifies to the following: all views expressed in this research report accurately reflect the analysts’ personal views about any and all of the subject securities or issuers discussed; and no part of the research analysts’ compensation was, is, or will be, directly or indirectly, related to the specific recommendations or views expressed by the research analyst(s) in this research report. 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