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Fasanara Capital | Appendix

(last updated 1st March 2013)




Multi-Equilibria Markets

Longer-term, as our readers and investors know all too well, we remain skeptical on the
effectiveness of crisis resolution policies being implemented, wary of the sheer
magnitude of the level of over-leverage built in the system and its drag on the real
economy, conscious of the wild volatility which could be triggered by one too many
external or internal shocks in such crystal-fragile environment. As such, we design our
portfolio to sustain most of the states of the world we can see, and be protected
against new equilibria which deflect vastly from the baseline scenario currently
priced in by markets, and which are diametrically opposite from one another. The
baseline scenario remains one of a multi-year slow-deleverage Japan-style. But the
system has never been as vulnerable as it currently is to shocks which may flip the
equilibrium to a different set of variables than the status quo / mean reversion
would suggest.

To be sure, as Central Bankers keep flooding the system with liquidity, our base case
scenario is one of a stagnant economy and of a multi-year Japan-style deleverage.
Under such a scenario, a disorderly deleverage would be avoided and inflation would
not be triggered… at least in the short term, until such delicate equilibrium will
eventually break. In the coming years, we believe that 6 scenarios might play out (some
of which are mutually exclusive or may happen in succession): Inflation Scenario
(Currency Debasement, Debt Monetisation, Nominal Defaults), Default Scenario (Real
Defaults, sequential failures of corporates/banks/sovereigns across Europe), Renewed
Credit Crunch (similar to end-2008, end-2011 or mid-2012), EU Break-Up (either
coming from Germany rebelling to subsidies or peripheral Europe rebelling to
austerity), China Hard Landing, USD Devaluation.

We also believe that current market prices and compressed Risk Premia make it
worthwhile / relatively inexpensive to position for fat tail events, as they are currently
heavily mispriced by markets.




                                                                              1|Page
The Outlook




Our thinking is simple. The market is underestimating the potential impact of the
real economy not picking up despite unprecedented liquidity being thrown at it,
by extraordinarily expansive monetary policies, for too long a period of time. In doing it,
the market underestimates the impact that a fast increasing level of unemployment in
peripheral Europe can have on price dynamics in the second half of 2013 and beyond
(youth unemployment at approx 60% in Greece/Spain, and 36% in Italy/Portugal).


                                                                               2|Page
Here the market seems to be sedated to the flawed idea that the social compact and
welfare safety nets put in place by such democracies will suffice in keeping social
discontent at bay, and the army of unemployed in voting for yet another pro-European
pro-austerity government as soon as they are given another opportunity to do so over
time. As the readjustment needed to rebalance competitiveness across Europe is still
wide open (to closing the gap to German wages it would require Italian and
Spanish labor costs to fall by an additional 30% to 40%), we tend to challenge
market’s complacency about it. Falling real wages, perhaps falling nominal wages, in
Italy and Spain by up to 40% is the baseline scenario now, one of slow deleverage multi-
year Japan-style. If anything, Japan did have a choice ten years ago, to devalue the
currency in nominal terms, which they did not go for (they are taking a different view on
it only now), whereas Europe does not even have that option, as fixed-exchange
currency system impedes it, and allows only Internal Devaluation to happen. Until the
currency system itself implodes, as we expect down the line.

And more so now, as we enter a market environment of currency debasements one
country against another, where no mystery is held up any longer on one’s intention to
devalue and open wide the FX gates to its economy. More and more, evidence is in our
face of US and Japan intentions. South Korea, China, Latam, and the UK itself, might
follow, although the tempo of their reaction functions might vary greatly. Europe itself
will then face the choice of either catching up on the trend or split up, to allow individual
countries to opt for that route if they wish. Timing matters: the sequence of competitive
devaluations across countries might take years to materialize and be fully visible, and it
may be a stretch then to expect southern Europe to sustain multi-years of much
stronger EUR against pretty much anything else, and thus a more dramatic drop in
wages and increase in unemployment needed to make up for it. Look at Japan, where a
progressively stronger nominal Yen in the last ten years was associated with an even
larger Internal Devaluation and Price Deflation, so big that the Yen actually depreciated
in real terms by 35%/40% against EUR and USD over the past 15 years, counter-
intuitively, whilst appreciating in nominal terms by 75%.

All told, if the political gridlock over ECB OMT activities and other forms of heavy
QE is here to stay for long enough, we have one more reason to consider the risk
scenario of a EUR break-up a genuine one. Yet another one of the scenarios we seek
to be hedged (and over-hedged) against. We might as well have those hedges
implemented now, for it is still inexpensive to do so. If such tail events do not take place,
then great, as our Value portfolio will not be impaired, and we will enjoy the nominal
rally in the market. On the other end, if such events were to take place, we would be
amongst a few ones who bothered to spend that money on a hedge, before such hedge
became overly expensive or not available at all.


                                                                                 3|Page
Bottom-line, over the next few years, if money printing failed to restart the
economy, we face the real chance of a multiple choice between a Default Scenario
(Real Defaults, Haircuts & Restructuring; potential Euro break-up, as either peripheral
Europe derails from the bottom, or Germany reconsiders it from the top) and an
Inflation Scenario (Nominal Default, Currency Debasement whilst engineering Debt
Monetization, as money printing continued unabated, until money multipliers/velocity
of money made a U-turn to fully drive it out of control). More on it in the attached.




Opportunity Set for 2013

As the strategy was unchanged over the last few months, let us quote freely from our
December Outlook (while updating some of the short dated investment positioning in
here described): ‘’In the following few lines we offer our observations on the main
themes underlying our portfolio construction, across its three main building blocks. Our
current Investment Outlook in implement into an actionable Investment Strategy along
the following three parts:




                                      The Strategy




Value Investing

Over the course of 2012, our Value Investing portion of the portfolio was static
and entirely filled by Senior Secured bonds issued by strong companies from
northern Europe and the US (i.e. countries with their own domestic currencies –UK,
US – or on the right side of a foreign currency – Germany, Holland), export champs with

                                                                                4|Page
exposure to EM flows, high but affordable leverage, running yields of 5%-10% area,
target IRR at inception of 10%-15%. We thought the tail risks underneath markets this
year warranted to stay clear of peripheral Europe assets, clear of junior/mezzanine
paper, and clear of equity markets altogether. As we performed strongly into above 20%
returns, we still clearly lost the opportunity for even bigger gains: however, we
concluded that such opportunity was not appealing when adjusted for the large risks it
entailed. Risks did not materialize in the end, but in retrospect it is always easier to
read markets.

Now then, we are at a crossroad as High Yield valuations have reached bubble
levels. One thing is to say our senior bonds were good investments and deserved to
rally, another thing is to say they deserve to trade at 4% to 6% yields to worst. We do
not believe such sustained valuations are justified, especially as we do not discount the
tail risks out there at zero, and we believe it is only a matter of timing before the
valuations realigns to fundamentals somehow. True, liquidity is large in the system and
money printing (especially in the US) might target corporate paper directly and drive
valuations even further and yield even lower: however, the more time goes by the more
that equated to an Inflation Scenario (Debt Monetisation achieved via Currency
Debasement). An Inflation Scenario, where negative real rates and QE-type intervention
helps inflate one’s way out of nominal debt, is effectively just another form of Default
Scenario. Whether the debt is not paid back in full or whether its real value is eroded by
inflation does not make a huge difference to most investors. Inflation destroys the
value of fixed income claims as surely as default.

On the other end, should the money printing slow down or stop outright, should the
oxygen mask be removed from the debilitated patient, and the reversal of the trend
would be abnormally asymmetric, leading to important capital losses across the capital
structure. Playing for even lower yields on stretched corporate balance sheets (and even
more on government bonds) equates to pick up dimes in front of a steamroller. We
believe that the risk of rising interest rates is highly underestimated by the
market right now.

The bubble in the credit markets is unmistakable, starting with government bonds to
slide down the credit curve into High Yield markets. Valuations are so high that any
room for further appreciation is close to exhaustion. 2013 might be the first year
earmarked with a negative return (of some dimension) for government bonds
ever since 1994. To continue slowly or quickly, in the following year, until it changes
gear. Cracks are well visible in the High Yield and Loan markets too, as issuance
volumes reached approx. $600bn, which is 2007 record levels (another credit
bubble market back then, which was going to pop a year later). More importantly, the
share of covenant-lite issuance has reached a staggering 30% of the total (in 2005

                                                                                  5|Page
it was 5%): which means less maintainance covenants in exchange for pure incurrence
covenants, which means lower protection for investors. Market players now argue that
this is a positive development as a potential catalyst to a credit event / down
performance is outright removed, forgetting it also damages recovery values. It sounds
like typical complacent bubble market commentary, ready to justify overvaluations in
retrospect as the new normal and make the case for further future appreciation. To us, it
may be wishful thinking, and it is only a matter of time for the market to catch up
with reality.




For all these reasons, in 2013 we intend to keep migrating slowly and safely from
High Yield territory into Equity, hedged, with similar characteristics to senior
debt. As Equity most obviously presents different characteristics of expected volatility,
we apply three layers of risk management: 1) security-specific hedges (typically through
long/shorts, but also via capital structure arbitrage), 2) macro overlay strategies and 3)
Fat Tail Risk hedging programs.




Fat Tail Risk Hedging Programs

The leit-motiv of our Investment Strategy remains to take advantage of current
market manipulation and compressed Risk Premia to amass large quantities of
(therefore cheap) hedges and Contingency Arrangements against the risk of
hitting Fat Tail events in the years to come. If we do not hit them, then great, it will be
the easiest catalyst to us hitting the target IRR on the value investment portion of our
portfolio (what we call Safe Haven, or Carry Generator). If we do hit one of those pre-
identified low-probability high-impact scenarios, then cheap hedges will kick in for
heavily asymmetric profiles (we typically targets long only/long expiry positions with
10X to 100X multipliers). Such multipliers are courtesy of market manipulation and
‘interest rate rigging’ by Central Banks. We believe they represent the only truly

                                                                                  6|Page
Distressed Opportunity in Europe. Timing-wise, the next months may offer an
interesting window of opportunity.

Currently, thanks to Central Banks’ liquidity and asset value manipulation, three
strategic scenarios (out of the six strategic scenarios we have in mind) can first be
hedged at rock-bottom valuations. Such scenario include: Inflation, Renewed Credit
Crunch & Euro Break-Up. Hedging against such scenarios is currently very cheap
and as a result Fasanara aims to increment hedging on such opportunities first in
Q1 2013.

Tactical Short-Term Plays / Yield Enhancement

We will not expand on this section too much, as it is less relevant in our portfolio
construction, which tends to be quite static and ‘buy and hold’. Short term tactical
positioning / yield extraction strategies. Such positioning is typically tactical and
short term, for we remain prepared to adjust as information comes in.




Francesco Filia

CEO & CIO of Fasanara Capital ltd

Mobile: +44 7715420001
E-Mail: francesco.filia@fasanara.com
16 Berkeley Street, London, W1J 8DZ, London
Authorised and Regulated by the Financial Services Authority




                                                                          7|Page
“This document has been issued by Fasanara Capital Limited, which is authorised and regulated by the
Financial Services Authority. The information in this document does not constitute, or form part of, any offer to
sell or issue, or any offer to purchase or subscribe for shares, nor shall this document or any part of it or the
fact of its distribution form the basis of or be relied on in connection with any contract. Interests in any
investment funds managed by New Co will be offered and sold only pursuant to the prospectus [offering
memorandum] relating to such funds. An investment in any Fasanara Capital Limited investment fund carries
a high degree of risk and is not suitable for retail investors.] Fasanara Capital Limited has not taken any steps
to ensure that the securities referred to in this document are suitable for any particular investor and no
assurance can be given that the stated investment objectives will be achieved. Fasanara Capital Limited may,
to the extent permitted by law, act upon or use the information or opinions presented herein, or the research or
analysis on which it is based, before the material is published. Fasanara Capital Limited [and its] personnel
may have, or have had, investments in these securities. The law may restrict distribution of this document in
certain jurisdictions, therefore, persons into whose possession this document comes should inform themselves
about and observe any such restrictions.




                                                                                                   8|Page

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Fasanara Capital | Appendix | Portfolio Buckets

  • 1. Fasanara Capital | Appendix (last updated 1st March 2013) Multi-Equilibria Markets Longer-term, as our readers and investors know all too well, we remain skeptical on the effectiveness of crisis resolution policies being implemented, wary of the sheer magnitude of the level of over-leverage built in the system and its drag on the real economy, conscious of the wild volatility which could be triggered by one too many external or internal shocks in such crystal-fragile environment. As such, we design our portfolio to sustain most of the states of the world we can see, and be protected against new equilibria which deflect vastly from the baseline scenario currently priced in by markets, and which are diametrically opposite from one another. The baseline scenario remains one of a multi-year slow-deleverage Japan-style. But the system has never been as vulnerable as it currently is to shocks which may flip the equilibrium to a different set of variables than the status quo / mean reversion would suggest. To be sure, as Central Bankers keep flooding the system with liquidity, our base case scenario is one of a stagnant economy and of a multi-year Japan-style deleverage. Under such a scenario, a disorderly deleverage would be avoided and inflation would not be triggered… at least in the short term, until such delicate equilibrium will eventually break. In the coming years, we believe that 6 scenarios might play out (some of which are mutually exclusive or may happen in succession): Inflation Scenario (Currency Debasement, Debt Monetisation, Nominal Defaults), Default Scenario (Real Defaults, sequential failures of corporates/banks/sovereigns across Europe), Renewed Credit Crunch (similar to end-2008, end-2011 or mid-2012), EU Break-Up (either coming from Germany rebelling to subsidies or peripheral Europe rebelling to austerity), China Hard Landing, USD Devaluation. We also believe that current market prices and compressed Risk Premia make it worthwhile / relatively inexpensive to position for fat tail events, as they are currently heavily mispriced by markets. 1|Page
  • 2. The Outlook Our thinking is simple. The market is underestimating the potential impact of the real economy not picking up despite unprecedented liquidity being thrown at it, by extraordinarily expansive monetary policies, for too long a period of time. In doing it, the market underestimates the impact that a fast increasing level of unemployment in peripheral Europe can have on price dynamics in the second half of 2013 and beyond (youth unemployment at approx 60% in Greece/Spain, and 36% in Italy/Portugal). 2|Page
  • 3. Here the market seems to be sedated to the flawed idea that the social compact and welfare safety nets put in place by such democracies will suffice in keeping social discontent at bay, and the army of unemployed in voting for yet another pro-European pro-austerity government as soon as they are given another opportunity to do so over time. As the readjustment needed to rebalance competitiveness across Europe is still wide open (to closing the gap to German wages it would require Italian and Spanish labor costs to fall by an additional 30% to 40%), we tend to challenge market’s complacency about it. Falling real wages, perhaps falling nominal wages, in Italy and Spain by up to 40% is the baseline scenario now, one of slow deleverage multi- year Japan-style. If anything, Japan did have a choice ten years ago, to devalue the currency in nominal terms, which they did not go for (they are taking a different view on it only now), whereas Europe does not even have that option, as fixed-exchange currency system impedes it, and allows only Internal Devaluation to happen. Until the currency system itself implodes, as we expect down the line. And more so now, as we enter a market environment of currency debasements one country against another, where no mystery is held up any longer on one’s intention to devalue and open wide the FX gates to its economy. More and more, evidence is in our face of US and Japan intentions. South Korea, China, Latam, and the UK itself, might follow, although the tempo of their reaction functions might vary greatly. Europe itself will then face the choice of either catching up on the trend or split up, to allow individual countries to opt for that route if they wish. Timing matters: the sequence of competitive devaluations across countries might take years to materialize and be fully visible, and it may be a stretch then to expect southern Europe to sustain multi-years of much stronger EUR against pretty much anything else, and thus a more dramatic drop in wages and increase in unemployment needed to make up for it. Look at Japan, where a progressively stronger nominal Yen in the last ten years was associated with an even larger Internal Devaluation and Price Deflation, so big that the Yen actually depreciated in real terms by 35%/40% against EUR and USD over the past 15 years, counter- intuitively, whilst appreciating in nominal terms by 75%. All told, if the political gridlock over ECB OMT activities and other forms of heavy QE is here to stay for long enough, we have one more reason to consider the risk scenario of a EUR break-up a genuine one. Yet another one of the scenarios we seek to be hedged (and over-hedged) against. We might as well have those hedges implemented now, for it is still inexpensive to do so. If such tail events do not take place, then great, as our Value portfolio will not be impaired, and we will enjoy the nominal rally in the market. On the other end, if such events were to take place, we would be amongst a few ones who bothered to spend that money on a hedge, before such hedge became overly expensive or not available at all. 3|Page
  • 4. Bottom-line, over the next few years, if money printing failed to restart the economy, we face the real chance of a multiple choice between a Default Scenario (Real Defaults, Haircuts & Restructuring; potential Euro break-up, as either peripheral Europe derails from the bottom, or Germany reconsiders it from the top) and an Inflation Scenario (Nominal Default, Currency Debasement whilst engineering Debt Monetization, as money printing continued unabated, until money multipliers/velocity of money made a U-turn to fully drive it out of control). More on it in the attached. Opportunity Set for 2013 As the strategy was unchanged over the last few months, let us quote freely from our December Outlook (while updating some of the short dated investment positioning in here described): ‘’In the following few lines we offer our observations on the main themes underlying our portfolio construction, across its three main building blocks. Our current Investment Outlook in implement into an actionable Investment Strategy along the following three parts: The Strategy Value Investing Over the course of 2012, our Value Investing portion of the portfolio was static and entirely filled by Senior Secured bonds issued by strong companies from northern Europe and the US (i.e. countries with their own domestic currencies –UK, US – or on the right side of a foreign currency – Germany, Holland), export champs with 4|Page
  • 5. exposure to EM flows, high but affordable leverage, running yields of 5%-10% area, target IRR at inception of 10%-15%. We thought the tail risks underneath markets this year warranted to stay clear of peripheral Europe assets, clear of junior/mezzanine paper, and clear of equity markets altogether. As we performed strongly into above 20% returns, we still clearly lost the opportunity for even bigger gains: however, we concluded that such opportunity was not appealing when adjusted for the large risks it entailed. Risks did not materialize in the end, but in retrospect it is always easier to read markets. Now then, we are at a crossroad as High Yield valuations have reached bubble levels. One thing is to say our senior bonds were good investments and deserved to rally, another thing is to say they deserve to trade at 4% to 6% yields to worst. We do not believe such sustained valuations are justified, especially as we do not discount the tail risks out there at zero, and we believe it is only a matter of timing before the valuations realigns to fundamentals somehow. True, liquidity is large in the system and money printing (especially in the US) might target corporate paper directly and drive valuations even further and yield even lower: however, the more time goes by the more that equated to an Inflation Scenario (Debt Monetisation achieved via Currency Debasement). An Inflation Scenario, where negative real rates and QE-type intervention helps inflate one’s way out of nominal debt, is effectively just another form of Default Scenario. Whether the debt is not paid back in full or whether its real value is eroded by inflation does not make a huge difference to most investors. Inflation destroys the value of fixed income claims as surely as default. On the other end, should the money printing slow down or stop outright, should the oxygen mask be removed from the debilitated patient, and the reversal of the trend would be abnormally asymmetric, leading to important capital losses across the capital structure. Playing for even lower yields on stretched corporate balance sheets (and even more on government bonds) equates to pick up dimes in front of a steamroller. We believe that the risk of rising interest rates is highly underestimated by the market right now. The bubble in the credit markets is unmistakable, starting with government bonds to slide down the credit curve into High Yield markets. Valuations are so high that any room for further appreciation is close to exhaustion. 2013 might be the first year earmarked with a negative return (of some dimension) for government bonds ever since 1994. To continue slowly or quickly, in the following year, until it changes gear. Cracks are well visible in the High Yield and Loan markets too, as issuance volumes reached approx. $600bn, which is 2007 record levels (another credit bubble market back then, which was going to pop a year later). More importantly, the share of covenant-lite issuance has reached a staggering 30% of the total (in 2005 5|Page
  • 6. it was 5%): which means less maintainance covenants in exchange for pure incurrence covenants, which means lower protection for investors. Market players now argue that this is a positive development as a potential catalyst to a credit event / down performance is outright removed, forgetting it also damages recovery values. It sounds like typical complacent bubble market commentary, ready to justify overvaluations in retrospect as the new normal and make the case for further future appreciation. To us, it may be wishful thinking, and it is only a matter of time for the market to catch up with reality. For all these reasons, in 2013 we intend to keep migrating slowly and safely from High Yield territory into Equity, hedged, with similar characteristics to senior debt. As Equity most obviously presents different characteristics of expected volatility, we apply three layers of risk management: 1) security-specific hedges (typically through long/shorts, but also via capital structure arbitrage), 2) macro overlay strategies and 3) Fat Tail Risk hedging programs. Fat Tail Risk Hedging Programs The leit-motiv of our Investment Strategy remains to take advantage of current market manipulation and compressed Risk Premia to amass large quantities of (therefore cheap) hedges and Contingency Arrangements against the risk of hitting Fat Tail events in the years to come. If we do not hit them, then great, it will be the easiest catalyst to us hitting the target IRR on the value investment portion of our portfolio (what we call Safe Haven, or Carry Generator). If we do hit one of those pre- identified low-probability high-impact scenarios, then cheap hedges will kick in for heavily asymmetric profiles (we typically targets long only/long expiry positions with 10X to 100X multipliers). Such multipliers are courtesy of market manipulation and ‘interest rate rigging’ by Central Banks. We believe they represent the only truly 6|Page
  • 7. Distressed Opportunity in Europe. Timing-wise, the next months may offer an interesting window of opportunity. Currently, thanks to Central Banks’ liquidity and asset value manipulation, three strategic scenarios (out of the six strategic scenarios we have in mind) can first be hedged at rock-bottom valuations. Such scenario include: Inflation, Renewed Credit Crunch & Euro Break-Up. Hedging against such scenarios is currently very cheap and as a result Fasanara aims to increment hedging on such opportunities first in Q1 2013. Tactical Short-Term Plays / Yield Enhancement We will not expand on this section too much, as it is less relevant in our portfolio construction, which tends to be quite static and ‘buy and hold’. Short term tactical positioning / yield extraction strategies. Such positioning is typically tactical and short term, for we remain prepared to adjust as information comes in. Francesco Filia CEO & CIO of Fasanara Capital ltd Mobile: +44 7715420001 E-Mail: francesco.filia@fasanara.com 16 Berkeley Street, London, W1J 8DZ, London Authorised and Regulated by the Financial Services Authority 7|Page
  • 8. “This document has been issued by Fasanara Capital Limited, which is authorised and regulated by the Financial Services Authority. The information in this document does not constitute, or form part of, any offer to sell or issue, or any offer to purchase or subscribe for shares, nor shall this document or any part of it or the fact of its distribution form the basis of or be relied on in connection with any contract. Interests in any investment funds managed by New Co will be offered and sold only pursuant to the prospectus [offering memorandum] relating to such funds. An investment in any Fasanara Capital Limited investment fund carries a high degree of risk and is not suitable for retail investors.] Fasanara Capital Limited has not taken any steps to ensure that the securities referred to in this document are suitable for any particular investor and no assurance can be given that the stated investment objectives will be achieved. Fasanara Capital Limited may, to the extent permitted by law, act upon or use the information or opinions presented herein, or the research or analysis on which it is based, before the material is published. Fasanara Capital Limited [and its] personnel may have, or have had, investments in these securities. The law may restrict distribution of this document in certain jurisdictions, therefore, persons into whose possession this document comes should inform themselves about and observe any such restrictions. 8|Page