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Restaurants I Industry Spotlight

Q4 2016

Investment Banking I Industry Spotlight

Restaurants I Q4 2016

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Consumer & Retail Investment Banking Restaurants I Industry Spotlight
Q4 2016

Consumer & Retail Investment Banking Key Contacts


Fifth Third Securities Consumer & Retail Investment Banking Group advises middle Investment Banking Sponsor Coverage
market and mid-cap companies on M&A advisory, capital raising, and strategic
alternatives in the following sectors: Charlie Hurt John Shoffner Bill Tyson
Managing Director Managing Director Co-Head, Capital Markets
Consumer Food, Beverage & Agribusiness (404) 279-4518 (704) 688-1813 (804) 916-1481
Apparel, Accessories & Footwear Agricultural Inputs Charles.Hurt@53.com John.Shoffner@53.com William.Tyson@53.com
Building Products Beverages
Red Farha John Boisture Eric Welsch
Consumer Services Dairy Products
Vice President Vice President Managing Director
Household Products Foodservice Distribution
(704) 808-5129 (704) 688-4522 (216) 274-5793
Interior Furnishings Ingredients and Flavors Redmond.Farha@53.com John.Boisture@53.com Eric.Welsch@53.com
Personal Products Packaged Food/ Snack
Recreational Products Protein Processing Debt & Equity Capital Markets Corporate Banking
Restaurants Retail Mike Brothers Mike Ryan Craig Wolf
Managing Director (DCM) Managing Director (ECM) C&R Group Head
Casual Dining Apparel, Accessories & Footwear
(312) 704-7362 (615) 687-3123 (312) 704-2994
Coffee & Specialty Discount & Off-Price
Michael.Brothers@53.com Michael.Ryan@53.com Craig.Wolf@53.com
Family Dining Furniture & Furnishings
Fast Casual Grocery & Pharmacy Katie Marano Susannah Lunke Jeff Hoffmann
Fine Dining & Polished Casual Internet & e-Commerce Vice President (DCM) Director (ECM) National Restaurant Vertical
Franchisees Mass Merchandise (312) 704-7328 (615) 687-3047 (312) 704-6246
Quick Service (QSR) Specialty Katherine.Marano@53.com Susannah.Lunke@53.com Jeff.Hoffmann@53.com

Representative Transactions
$425,000,000

$80,000,000 $1,100,000,000 $1,500,000,000 $2,425,000,000


Planet Fitness Midwest
Senior Secured Credit Senior Secured Credit Senior Secured Credit Senior Secured Credit
obtained sub-debt has been acquired has been acquired obtained sub-debt Facilities Facilities Facilities Facility
financing from by by financing from

Croton Holding
Company

Financial Advisor Sell-Side Advisor Sell-Side Advisor Financial Advisor Lead Arranger Joint Lead Arranger Joint Lead Arranger Joint Lead Arranger

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Economic Dashboard Restaurants I Industry Spotlight
Q4 2016

Real GDP Growth National Unemployment Rate Additions to Non-Farm Payrolls


(in thousands of employees)

7.5% 400
5.0%
4.0% 4.0% 300
3.5% 6.5%
2.3% 2.6%
2.0% 2.0% 200
1.4%
0.9% 0.8% 5.5%
(1.2%) 100

4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4.5% 0

'13 '14 '15 '16

Source: Bureau of Economic Analysis Source: Bureau of Labor Statistics Source: Bureau of Labor Statistics

Consumer Sentiment Index Retail Gas Prices Housing Starts


(in $s per gallon) (in thousands of units)

100 $4.00 1,350

95 1,250
$3.50
90 1,150
$3.00
85 1,050
$2.50
80 950

$2.00 850
75

70 $1.50 750

Source: University of Michigan Source: Energy Information Administration Source: United States Census Bureau

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Restaurant Sector Insights Restaurants I Industry Spotlight
Q4 2016

The Jury May Finally Be Out: The recent onslaught of regulation (OT Same Store Sales (SSS) Growth
rules, the ACA and minimum wage trends) have not compressed Full Service Restaurants Limited Service Restaurants
8.0%
margins so much as they have threatened the need for middle managers
In the Election, 4 states (AZ, CO, ME, and WA) approved measures 6.0%
to gradually increase the minimum wage by between 43% and 60% 4.0%
New regulations raising the federal overtime threshold were 2.0%
originally set to take effect Dec. 1, 2016, but are currently on hold and
could potentially go into effect in 2017 0.0%

To restore margin profiles, restaurants are delegating middle (2.0%) Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3


management duties to general managers and using technology to
automate middle management functions 2013 2014 2015 2016

Focus: Restaurants continue to focus on appealing to millennials Food Prices ($ per pound)
Menus evolving towards local sourcing and free or artificial Cattle Chicken Pork
components (rising risk of food borne illness), and contain ethnic-
$1.75
inspired flavors and ingredients
$1.50
Investment in to-go amenities like online or mobile ordering and
$1.25
payment options, as well as order tracking, to appeal to the $1.16
generation focused on the convenience of takeout and delivery $1.00
$0.85
$0.75
Advent of Technology: Restaurants are using technology to automate $0.66
the experience and adopt a dynamic pricing model $0.50
$0.25
Restaurants continue to use technology, such as mobile apps, digital Dec-13 Dec-14 Dec-15 Dec-16
ordering channels, and tableside tablets, allowing consumers to
control and personalize their experiences LTM Share Price Performance
The same technology is allowing restaurants to turn to dynamic
Full Service Restaurants Limited Service Restaurants S&P 500
pricing to provide of-the-moment deals, charge higher prices at peak
times like weekends and holidays, and adjust prices by location 25.0%
Meanwhile: Trading foodservice distributors face digital disrupters, too 15.0%
+12.8%
Traditional foodservice distributors are facing pressure to modernize +8.5%
operations or risk losing business due to strong growth of third-party 5.0%
online resellers like Amazon and Webstaurant, which offer (1.8)%
(5.0%)
restaurant operators greater pricing flexibility, convenient and
speedy ordering and delivery, and broader product variety (15.0%)
Dec-15 Mar-16 Jun-16 Sep-16 Dec-16

Source: S&P Capital IQ, Company Filings, Technomic

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Public Equity Market Valuation Trends Restaurants I Industry Spotlight
Q4 2016

5-Year Share Price Performance 5-Year EV / Forward P/E Performance [1]


Full Service Restaurants Limited Service Restaurants S&P 500 Full Service Restaurants Limited Service Restaurants S&P 500

110.0% 30.0x

+83.8%
80.0% +78.0% 25.0x 24.0x

50.0% +50.9% 20.0x 19.4x

17.6x

20.0% 15.0x

(10.0%) 10.0x
Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16 Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16

Sub-Sector Indices Share Price Performance [1]

Median
Number of Enterprise Value Median TEV / Revenue Multiples Median TEV / EBITDA Multiples Median TEV / P/E Multiples
Sector/Sub-Sector Companies $ in Millions LTM Forward LTM Forward LTM Forward

Full Service Restaurants 24 $1,296 1.2x 1.3x 9.4x 9.5x 25.9x 21.2x
Casual Dining 13 2,631 1.2x 1.3x 9.4x 8.9x 25.9x 21.1x
Family Dining 4 1,296 1.4x 1.4x 12.3x 11.8x 33.5x 25.2x
Fine Dining & Polished Casual 7 399 1.2x 1.1x 8.7x 9.5x 21.5x 21.2x
Limited Service Restaurants 25 3,471 2.9x 2.9x 13.6x 13.4x 33.2x 25.9x
Coffee & Specialty 3 6,980 3.9x 3.8x 16.7x 17.3x 33.2x 25.9x
Quick Service 13 3,471 2.9x 2.9x 13.6x 13.4x 21.7x 24.7x
Fast Casual 9 485 1.2x 1.5x 12.4x 11.6x 34.7x 30.7x
S&P 500 500 NM 2.3x 2.1x 11.6x 10.6x 25.4x 17.6x

Source: S&P Capital IQ as of December 30th, 2016


* Each index is comprised of the companies noted on page 12
[1] Forward P/E multiples in charts do not match, as 5-year performance chart is market capitalization weighted
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Public Equity Market Valuation Trends (Contd) Restaurants I Industry Spotlight
Q4 2016

EV / Forward EBITDA P / 2017 EPS 3-Year Avg. SSS Growth LTM EBITDA Margin 5-Year Est. EPS Growth
Median: 11.7x Median: 21.9x Median: 2.5% Median: 13.0% Median: 15.4%

Coffee &
17.3x 21.5x 3.6% 39.1% 18.7%
Specialty

Quick
13.4x 22.3x 3.8% 23.2% 15.5%
Service

Family
11.8x 22.4x 2.0% 10.9% 11.0%
Dining

Fast Casual 11.6x 27.3x 3.0% 10.0% 20.2%

Fine Dining
& Polished 9.5x 18.1x 0.5% 12.7% 13.6%
Casual

Casual
8.9x 18.4x 1.2% 13.3% 15.4%
Dining

Source: S&P Capital IQ as of December 30th, 2016


* Each index is comprised of the companies noted on page 12

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U.S. M&A Volume and Valuation Trends Restaurants I Industry Spotlight
Q4 2016

Transaction Volume
Historically, M&A cycles have not extended past seven years; 2016 was year six of the cycle
Relative to past cycles, interest rates are lower, corporate balance sheets are stronger, and private equity firms have more uninvested capital
2016 demonstrated signs that the buyout cycle is slowing, however, numerous positive drivers remain
Post-election bull market is supporting M&A activity
24,000

20,000 Recession Recession

16,000

12,000
4Q15 vs. 4Q16
8,000 8%

4,000

0
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 4Q 2015 4Q 2016

Under $25mm $25 to $500mm Above $500mm Undisclosed

Median Transaction Multiples (Enterprise Value / LTM EBITDA)


Purchase multiples by both financial and strategic buyers remain above their five-year median
Deal multiples are expected to remain elevated due to strong competition for high quality assets as strategic corporate and private equity firms
continue to seek acquisitions to fuel growth and deploy capital
12.0x 06 to 10 Median 11 to 15 Median
Financial = 8.1x Financial = 8.4x
Strategic = 8.8x Strategic = 8.9x
9.9x 9.7x 9.8x
10.0x 9.6x 9.5x 9.7x
9.3x 9.3x
8.8x 9.0x 9.0x 8.9x
8.7x 8.7x 8.8x 8.7x 8.7x
8.3x 8.4x 8.3x 8.4x
8.0x 8.1x
8.0x
7.2x

6.0x
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 YTD 11/2015 YTD 11/2016

Financial Buyers Strategic Buyers


Note: This data represents the entire U.S. market (all industries)
Source: Pitchbook, S&P Capital IQ, and S&P Capital IQ LCD 7
Consumer & Retail Sector M&A Trends Restaurants I Industry Spotlight
Q4 2016

While the broader Consumer industry U.S. Consumer & Retail M&A Announced Deal Value ($ in billions) [1,2]

saw declining M&A activity in 2016, in Median Middle Market: $14.2 Median > $1 Billion: $24.5
Middle Market > $1 Billion
no area was it more pronounced than in
the Restaurant sector $300

Buyouts of mature concepts waned, $200


with no major transaction occurring
largely a by-product of industry-wide $100
declines in SSS growth
$0
Increased competition from grocery

1Q2009
2Q2009
3Q2009
4Q2009
1Q2010
2Q2010
3Q2010
4Q2010
1Q2011
2Q2011
3Q2011
4Q2011
1Q2012
2Q2012
3Q2012
4Q2012
1Q2013
2Q2013
3Q2013
4Q2013
1Q2014
2Q2014
3Q2014
4Q2014
1Q2015
2Q2015
3Q2015
4Q2015
1Q2016
2Q2016
3Q2016
4Q2016
and delivery services exacerbated
by low food costs has made
restaurant M&A activity more sparse U.S. Consumer & Retail M&A Announced Deal Volume
Restaurant transactions mostly 1,000
occurred in two major categories: 1)
franchising and 2) PE investments 750
Mature franchise systems continued to 500
consolidate during 2016
WEN continues to be active, driven 250
by Image Activation requirements
0
and re-franchising initiatives
1Q2009
2Q2009
3Q2009
4Q2009
1Q2010
2Q2010
3Q2010
4Q2010
1Q2011
2Q2011
3Q2011
4Q2011
1Q2012
2Q2012
3Q2012
4Q2012
1Q2013
2Q2013
3Q2013
4Q2013
1Q2014
2Q2014
3Q2014
4Q2014
1Q2015
2Q2015
3Q2015
4Q2015
1Q2016
2Q2016
3Q2016
4Q2016
After spinning off its China LOB,
YUM will seek to divest some 2,000
restaurants during the next few years U.S. Consumer & Retail M&A Closed Deal Average EV / EBITDA Multiple [1,2]
Most transactions are strategic, and Median Middle Market: 9.9x Middle Market > $1 Billion Median > $1 Billion: 10.2x
oriented towards the middle market, 15.0x
resulting in a lack of available data 12.3x
10.9x 10.6x 11.1x 11.7x 11.1x
9.8x 10.0x 9.5x 10.2x 9.5x 9.8x 9.8x
Meanwhile, Private Equity activity 8.6x 9.3x
10.0x 8.2x
continued to skew towards growth
investments in emerging concepts
5.0x
Regardless of what the data says,
restaurant concepts remain a critical
0.0x
area for Consumer-focused funds
2009 2010 2011 2012 2013 2014 2015 2016

Source: Fifth Third Securities, S&P Capital IQ


[1] Middle Market transactions defined by transactions with an enterprise value below $1 billion
[2] U.S. Consumer & Retail transactions include Consumer Discretionary and Consumer Staples transactions, and exclude outlier multiples
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Restaurant Sector Precedent M&A Transactions Restaurants I Industry Spotlight
Q4 2016

Restaurant Sector Precedent M&A Transactions ($ in millions) [1,2]

Announced Enterprise LTM EV / LTM


Date Acquirer Target Value (EV) Revenue EBITDA Revenue EBITDA

10/26/16 Restaurant Brands New Zealand Ltd. (NZSE:RBD) Pacific Island Restaurants $105 $120 $19 0.9x 5.5x
10/10/16 [3] Thai Union Group Public Company Limited (SET:TU) Red Lobster Master Holdings, L.P. 1,265 2,479 144 0.5x 8.8x
09/08/16 Roark Capital Group Jimmy John's Franchise, LLC - - - - -
09/02/16 CenterOak Partners LLC Wetzel's Pretzels, LLC - - - - -
05/25/16 MTY Food Group (TSX:MTY) Kalaha Corp. (Multi-Concept Franchisee) 302 729 - 0.4x -
05/09/16 JAB Holding Co. Krispy Kreme Doughnuts, Inc. 1,298 519 73 2.5x 17.8x *
07/14/15 BC Partners Cote Restaurants 391 172 38 2.3x 10.4x
07/07/15 Casual Dining Group Las Iguanas 131 - - - -
05/22/15 NRD Capital Frisch's Restaurants, Inc. 173 216 24 0.8x 7.3x
03/12/15 Levy Acquistion Group (n.k.a. NasdaqCM: TACO) Del Taco Holdings 500 385 59 1.3x 8.5x
09/29/14 JAB Holding Co. and BDT Capital Partners, LLC Einstein Noah Restaurant Group 163 163 16 1.0x 10.3x
08/26/14 Burger King (n.k.a. NYSE:QSR) Tim Hortons Inc. 14,620 3,400 840 4.3x * 17.4x *
07/12/14 Hony Capital PizzaExpress 1,539 637 151 2.4x 10.2x
07/01/14 Berkshire Partners The Portillo Restaurant Group, Inc. 1,000 303 97 3.3x * 10.3x
05/23/14 Roark Capital Group Corner Bakery 300 375 29 0.8x 10.3x
Transactions completed or announced over the past three years
Median - Strategic 0.9x 8.8x
Median - Financial 1.3x 10.3x
Median - All 0.9x 10.2x

M&A Deals in the Headlines


Control Case Study Non-Control Case Study

Pacific Island Transaction allows RBD to TU acquired a 25% stake in


Restaurants diversify its earnings and Red Lobster to expand its
gain exposure to the U.S. operations
profitable Taco Bell brand TU is a supplier to RL
Enterprise Value: $105 million Enterprise Value: $1.3 billion
Will be the sole Taco Bell Golden Gate Capital will
Revenue Multiple: 0.9x franchise in Hawaii Revenue Multiple: 0.5x
remain Red Lobsters
EBITDA Multiple: 5.5x Expected 6% accretion to EBITDA Multiple: 8.8x majority owner and retain
LTM September 2016 EPS operational control
Source: Company Filings, S&P Capital IQ
[1] * Excluded from mean and median
[2] Green shading indicates strategic acquisition
[3] SET:TU acquired a 25% minority stake from Golden Gate Capital
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Middle Market Private Equity Activity Restaurants I Industry Spotlight
Q4 2016

Momentum in the M&A market slowed U.S. Private Equity Deal Flow ($ in billions)
during the 2nd and 3rd quarters but came Deal Value ($) # of Deals Closed
roaring back in the 4th quarter (not $200 1,500
shown)
$150
1,000
Despite being strong by historical
$100
standards, deal activity in 2016 was
500
characterized by several blocked, $50
failed or aborted transactions
$0 0
However, Octobers $249Bn of M&A

1Q11
2Q11
3Q11
4Q11
1Q12
2Q12
3Q12
4Q12
1Q13
2Q13
3Q13
4Q13
1Q14
2Q14
3Q14
4Q14
1Q15
2Q15
3Q15
4Q15
1Q16
2Q16
3Q16
4Q16*
volume surpassed a previous record
of $240Bn (July 2015), driven by
several multi-billion dollar deals U.S. Consumer & Retail Private Equity Deal Flow ($ in billions)
Market activity in the 4th quarter was
Capital Invested ($) # of Deals Closed
similar to other Election years:
$102.7
Deal-making accelerated in October,
as business owners sought to remove
$66.5
uncertainty about incoming
Administrations attitudes towards $44.3 $38.2 716
$30.6 556
taxes, regulation, etc. $23.3
$11.7 $11.6
During this Election cycle, the typical 548 607 621
462 173 119
deal-making was exacerbated: M&A
volume during the last week of 2010 2011 2012 2013 2014 2015 4Q 2015 4Q 2016
October set a single-week record of
U.S. Consumer & Retail Private Equity Exits ($ in millions)
more than $177 billion (per WSJ)
Median Deal Size ($) # of Exits
The prospect of comprehensive tax
reform post-Election may have caused $280.0
transactions to be delayed into 2017
Meanwhile, an EY study suggests that $180.6 $92.5
75% of executives surveyed said they $145.0 83 $123.5
are planning an M&A transaction in 65 $68.0
34 $100.0 23
the next 12 months, the highest 92 $26.5
percentage recorded over the 15-year 44 57 21
history of the survey 2010 2011 2012 2013 2014 2015 4Q 2015 4Q 2016

Source: Fifth Third Securities, PitchBook Data, Inc.


*As of 1/3/2017

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U.S. Middle Market Loan Market Trends Restaurants I Industry Spotlight
Q4 2016

Loan Volume: Low Level of Supply Continues ($ in billions) Term Loan Yields Remain Consistent [1]

Non-Sponsored Sponsored MM B-rated MM NR

$70 10.0%
9.0%
$60
8.0%
$50 7.0% 6.87%
6.0%
$40 5.65%
5.0%
$30
4.0%

$20 3.0%
2.0%
$10
1.0%
$0 0.0%

Covenant Lite Volume Remains Relatively Low ($ in billions) LBO Leverage Climbs Higher, However Lack of Supply Continues

$7 1st Lien Debt to EBITDA Junior Debt to EBITDA

$6 7.0x

6.0x
$5

5.0x
$4
4.0x
$3
3.0x
$2
2.0x

$1 1.0x

$0 0.0x

Note: This data represents the entire U.S. middle market (all industries)
Note: The middle market is defined as deal size < $100 million and borrower sales < $500 million
[1] Includes both non-sponsored and sponsored transactions
Source: Bloomberg, S&P Capital IQ LCD, and Thomson Reuters LPC 11
Appendix: Key Disclosures Restaurants I Industry Spotlight
Q4 2016

Full Service Restaurants Limited Service Restaurants


Casual Dining CAKE The Cheesecake Factory Coffee & Specialty International Inc.
Incorporated DNKN Dunkin Brands Group, SONC Sonic Corp.
BJRI BJs Restaurants, Inc.
DFRG Del Friscos Restaurant Inc. WEN The Wendys Company
BLMN Bloomin Brands, Inc. Group, Inc. JMBA Jamba, Inc. YUM Yum! Brands, Inc.
BWLD Buffalo Wild Wings Inc. FOGO Fogo de Chao, Inc. SBUX Starbucks Corporation WING Wingstop Inc.
CHUY Chuys Holdings, Inc. KONA Kona Grill Inc. Quick Service Restaurants
DAVE Famous Daves of America RUTH Ruths Hospitality Group CMG Chipotle Mexican Grill, Inc.
Inc.
Inc. COSI Cosi Inc.
DIN DineEquity, Inc. JAX J. Alexanders Holdings, Inc. HABT The Habit Restaurants, Inc.
DRI Darden Restaurants, Inc. NDLS Noodles & Company
IRG Ignite Restaurant Group, Inc. PBPB Potbelly Corporation

RRGB Red Robin Gourmet PNRA Panera Bread Company


Burgers Inc. SHAK Shake Shack Inc.
RT Ruby Tuesday, Inc. ZOES Zoes Kitchen, Inc.

TXRH Texas Roadhouse, Inc. FRGI Fiesta Restaurant Group,


Inc.
PLAY Dave and Busters
Fast Casual
Entertainment, Inc.
BOJA Bojangles, Inc.
EAT Brinker International, Inc.
DPZ Dominos Pizza, Inc.
Family Dining
FRSH Papa Murphys Holdings,
BH Biglari Holdings Inc. Inc.
BOBE Bob Evans Farms, Inc. JACK Jack in the Box Inc.

CBRL Cracker Barrel Old Country LOCO El Pollo Loco Holdings


Store, Inc. MCD McDonalds Corp.
DENN Dennys Corporation PLKI Popeyes Louisiana Kitchen,
Inc.
Fine Dining & Polished Casual
PZZA Papa Johns International
BBRG Bravo Brio Restaurant Inc.
Group, Inc. QSR Restaurant Brands

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Notes & Definitions Restaurants I Industry Spotlight
Q4 2016

S&P 500 Index- A broad index that includes American Companies.

EBITDA- A company's earnings before interest, taxes, depreciation, and amortization, is an accounting measure calculated using a company's net earnings, before interest expenses, taxes,
depreciation and amortization are subtracted, as a proxy for a company's current operating profitability.

Dry Powder- Refers to cash reserves kept on hand to cover future obligations or to purchase assets.

GDP- Gross domestic product is the market value of the goods and services produced by labor and property located in the United States

Consumer Sentiment Index- The University of Michigan Consumer Sentiment Index is a consumer confidence index published monthly by the University of Michigan. The index is
normalized to have a value of 100 in December 1964

National Unemployment Rate- the percentage of the total labor force that is unemployed but actively seeking employment and willing to work.

Non-Farm Payroll- Nonfarm payroll employment is a compiled name for goods, construction and manufacturing companies in the US. It does not include farm workers, private
household employees, non-profit organization employees, or government employees . It is an economic indicator released monthly by the United States Department of Labor as part of a
comprehensive report on the state of the labor market.

Housing Starts- are the number of new residential construction projects that have begun during any particular month.

The Economist- offers authoritative insight and opinion on international news, politics, business, finance, science, technology and the connections between them

LBO -- leveraged buyout (LBO) is the acquisition of another company using a significant amount of borrowed money to meet the cost of acquisition. The assets of the company being
acquired are often used as collateral for the loans, along with the assets of the acquiring company.

Industrial Production Index (IPI)- is an economic indicator published by the Federal Reserve Board of the United States that measures the real production output of manufacturing,
mining, and utilities Capital Goods Orders.

Covenant-lite loans- means that debt is being issued, both personally and commercially, to borrowers with less restrictions on collateral, payment terms, and level of income.

IRR-Internal Rate of Return.

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About Fifth Third Capital Markets

Fifth Third Capital Markets is the marketing name under which Fifth Third Bank and its subsidiary, Fifth Third Securities, Inc., provide certain securities and investment banking products
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