Aston Martin (ASTONM): Liquidity, LME Risk, Sponsor Support

Aston Martin's financial history is a long-running tension between its storied brand value and its difficulty converting that value into consistent free cash flow. Pre-IPO, the Company was owned by a consortium led by Kuwaiti investors (principally Investment Dar and Adeem Investment) alongside Prodrive's David Richards, who together had acquired the Company from Ford Motor Company for ~$ 848mm. Italian private equity firm Investindustrial joined as a significant shareholder in 2012, and Daimler AG (MBAG) took a small stake in 2013 as part of the initial powertrain technology partnership.

The Company completed an IPO on the London Stock Exchange at £19 per share in 2018, implying an equity value of ~£ 4.3bn at listing on ~£ 247mm of FY 2018 Adj EBITDA, £ 275 – 300mm of FY 2019 Adj EBITDA, and long-term aspirations of ~£ 735mm (~6.5x on normalized numbers).

A series of strategic missteps in 2019 forced the Company to raise £ 500mm of new equity in early-2020:

• Management increased dealer inventory in late-2018 ahead of the IPO, supporting reported volumes but creating a subsequent destocking headwind.
• Demand collapsed in UK and Europe (UK wholesales (21)% and EMEA ex-UK (28)%) in 2019.
• Adverse mix shift towards the Vantage and lower-ASP variants, with Specials declining from 185 to 64 units.
• An inflated cost base ahead of a projected volume ramp (St. Athan opened in December 2019 ahead of a DBX ramp in 2020).

In 2020 the Yew Tree Consortium, led by Lawrence Stroll, acquired ~25% of the equity for an initial £ 262mm, becoming the Company's controlling shareholder (see more on the capital timeline, below).

Yew Tree & Ownership

The Yew Tree Consortium is an investment vehicle assembled by Canadian businessman Lawrence Stroll. Stroll built his fortune through fashion brand licensing and operating roles (Polo Ralph Lauren in Europe in the 1980s, Tommy Hilfiger, and Michael Kors), and acquired the Force India Formula One team in 2018, subsequently rebranding it Racing Point and then the Aston Martin Aramco Formula One Team.

The Yew Tree group includes Stroll's family vehicle plus a small number of co-investors, and has served as the controlling shareholder of Aston Martin since the January 2020 investment, with Stroll holding the position of Executive Chairman.

The shareholder structure includes Yew Tree (controlling), PIF, MBAG, and Geely, each subject to a relationship agreement with board nomination rights at specified ownership thresholds.

The Yew Tree Secured Facility

As part of Q1 2026 earnings, the Company disclosed that it had raised a £ 50mm secured facility from the Yew Tree Consortium. This marks the first time the sponsor took a creditor position vs. the typical playbook of equity injection.

Management confirmed the facility is "secured and secured against specific assets in the company" and declined to characterize it as pari passu with, or subordinated to, the existing notes, acknowledging only on the call that "there is a little bit of remaining debt capacity."

The size of the facility (£ 50mm) is consistent with use of the £ 60mm / 20% of LTM EBITDA Inventory Funding Facilities basket under Permitted Indebtedness (17)(c), suggesting collateralization by inventory rather than the broader collateral package securing the notes.

Capital and Partnership Chronology

• Aston Martin issued $ 960mm of 10.0% USD-denominated senior secured notes and £ 400mm of 10.375% GBP-denominated senior secured notes in March 2024 to refinance the 2024/2025 maturity. This was followed by ~£ 235mm of subsequent private debt placements completed in August and November 2024
• The Notes are:
  • Issued by Aston Martin Capital Holdings Ltd., a Jersey subsidiary
  • Guaranteed on a Sr Secured basis by Aston Martin Lagonda, the primary operating subsidiary, and other material subsidiaries
• Proceeds from the notes were onlent to Aston Martin Lagonda Ltd. as a subordinated intercompany note ("Notes Proceeds Loan")

Three patterns characterize the operational trajectory that led to the Company's current position:

Geographic mix shift.

• APAC wholesale volumes declined from 1,448 units in FY 2023 to 1,220 in FY 2024 (16)%, with China specifically down ~(49)% in FY 2024 alone.
  • China demand has remained suppressed through 2025 and into Q1 2026 (APAC of 187 units in Q1 2026, (5)% year-on-year).
  • Management has attributed the decline to "a weak macroeconomic environment and changes to the luxury car tariff effective from July 2025."
• The Americas region offset the APAC decline over the comparable period, with revenue growing from £ 453mm in FY 2023 to £ 629mm in FY 2024 (+39%), driven by Specials volume mix (Valkyrie, Valour, Valiant) and pricing.
• UK and EMEA (excluding UK) volumes have been comparatively stable through the period.

Specials program expansion.

• Aston Martin has materially expanded its ultra-luxury Specials program over the period. Vehicles including the Valkyrie, Valour, and Valiant carry ASPs above £ 1,000k and gross margins above the core blended level.
• The Valhalla mid-engined plug-in hybrid supercar represents the most recent and largest Specials program, with 999 units committed for delivery over ~2.5 years beginning Q4 2025.
• As of Q1 2026, 254 units have been delivered (152 in Q4 2025; 102 in Q1 2026), with a further ~500 planned for FY 2026.
• The Specials program is the principal lever in management's path to gross margin expansion.

Pattern of guidance revisions. Aston Martin missed initial annual guidance in 2024 and 2025:

• For FY 2024, the Company reduced wholesale volume guidance by ~1,000 units in September 2024 due to "industry-wide supply chain disruptions and continued macroeconomic weakness in China." Adjusted EBITDA of £ 271mm landed in line with the revised guidance but below initial management guidance of £ 350mm+.
• For FY 2025, initial guidance (February 2025) called for positive adjusted EBIT, gross margin of ~40%, mid-single-digit wholesale growth, and positive H2 2025 free cash flow. The guidance was revised downward at H1 2025 results (July 2025) to "adjusted EBIT improving towards breakeven" and gross margin "broadly in line with FY 2024." The final print delivered adjusted EBIT of £ (189)mm, gross margin of 29.0%, free cash outflow of £ 410mm, and wholesales of 5,448 (~(10)% versus FY 2024). The Valhalla program delivered 152 units in Q4 2025, with the residual program volume rolling into 2026 and beyond.

Historical KPIs

1Q 2026 Earnings Recap

For the quarter ended March 31, 2026, Aston Martin reported:

• Revenue of £ 270mm (+16% y/y), gross margin of 34.7% (+680 basis points y/y), and Adjusted EBITDA of £ 23mm (versus a £(4)mm loss in the prior-year period).
• Free cash outflow was £(117)mm, driven by working-capital absorption of £ 63mm (inventory build for the DB12S ramp and Q2 Valhalla deliveries) and capital expenditure of £ 61mm.
• Pro forma liquidity was ~£ 230mm at the end of 1Q, comprising £ 177mm cash plus the £ 50mm Yew Tree facility (committed, undrawn pending closing conditions).

Two Q1 datapoints merit attention:

1. On the Q1 earnings call, management indicated that gross new Valhalla deposit intake exceeded the deposit unwind in March and April; if sustained, this provides a helpful working-capital tailwind.
2. All Q1 U.S. shipments cleared at the 10% tariff rate, with management indicating that shipments would be withheld rather than absorbed at the 27.5% tariff rate if quarterly quotas fill; a margin-protection stance that may compress late-3Q/early-4Q wholesales and build inventory.

FY 2026 Quarterly Cash Bridge

Built to an Adj EBITDA of £ 304mm, at the low end of management's £ 300 – 350mm guide range. The Q4 build is constrained by an assumed wholesale slowdown to manage the U.S. tariff quota:

Working capital is the biggest uncertainty in the model:

• Total customer deposit balance as of Q1 2026 was ~£ 90mm, within which Valhalla saw a net ~£ 10mm outflow. The go-forward deposit inflow is dependent on new order intake, which could vary greatly.
• As initial Valhalla deliveries began in 4Q'25, the Company enjoyed a £ 110mm inventory unwind in 4Q'25. An open diligence item is understanding how much of the inventory balance today is related to the Valhalla, what non-Specials inventory cycles look like, and how we should think about remaining inventory unwind for the rest of the year.
• It's not clear whether inventory will unwind at the same pace in 4Q of this year given the US tariff dynamic, or whether we should be modeling a more modest unwind.
• Working capital for Q2 – Q4 is modeled at a net £ 25mm outflow, reflecting all of the above. This suggests that Aston Martin ends the year at £ 85 – 90mm of year-end liquidity.

Management's stated path to that outcome requires: (i) gross margin advancing into the 40% range, (ii) continued Specials cadence following the Valhalla program, and (iii) capex declining toward £ 200 – 250mm as the cycle-plan refresh concludes. These conditions are consistent with management's medium-term outlook (mid-40s gross margin, ~£ 400mm adjusted EBIT by FY 2027/28) but have not been demonstrated outside Q1 2026, which was buoyed by a large number of Specials deliveries.

There are multiple factors that could lead to Aston Martin missing its initial FY 2026 guidance:

Core Execution Issues. The history of Aston Martin reflects both exogenous pressures (e.g. China, COVID, supply chain) and operational missteps:

• FY 2024: new-lineup launch (DB12, Vantage refresh) ran into quality and supply ramp issues
• FY 2025: Valkyrie/Valour/Valiant programs winding down while Valhalla didn't deliver volume until Q4 (152 units). The DB12 quality issues also delayed deliveries through 2025
• The Bull Case for ASTONM has always been some version of, "when they stop launching new products, they'll hit guidance," which doesn't resonate for a luxury automaker who has to refresh the product slate every few years

Middle East / Gulf demand softness affecting Specials. Aston Martin does not separately disclose Middle East volumes; Gulf is reported within EMEA (excluding UK), which represented ~29% of wholesale deliveries in 1Q'26. Anecdotally, Gulf customers are historically a meaningful segment for ultra-luxury Specials at >£ 1,000k ASPs. Lafferty on the Q1 2026 call indicated "no material direct impact" from the regional conflict in Q1, while flagging continued monitoring. A material softening in Gulf demand would reduce the Valhalla orderbook extension (currently 12-month visibility per H1 2025 commentary), could reduce deposit inflow into 2H 2026, and slow activity in its Core business.

U.S. tariff quota dynamics. The US imposes 10% tariffs on the first 100,000 vehicles exported from the UK, with the remaining vehicles incurring a 27.5% tariff. This creates an incentive to front-load exports each year. If JLR (the principal UK auto exporter to the U.S.) consumes the quota earlier than anticipated, ASTONM would likely push Q4 shipments into 2027, with additional Q4 inventory build and FCF impact, although the market likely looks through this.

Core volume retracement. Core wholesales held above 5,000 units in FY 2025 (5,275). A further 5–10% decline in core volumes, driven by continued China weakness, delivery delays in the Gulf, and/or lower-than-expected mix benefit from the Vantage S / DBX S derivative push, would compress gross profit against a highly fixed cost structure. A 10% decline in 2Q – 4Q deliveries to ~4,945 for FY 2026 (vs. Base Case ~5,390) cuts Adj EBITDA to £ 275mm and FCF to £ (300)mm.

In any of the above scenarios, Aston Martin will need to raise additional capital in 2026. The section that follows discusses how the Company could raise new financing and the documentation considerations that bear on the transaction.

Corporate Structure

The notes are issued by Aston Martin Capital Holdings Limited, a Jersey-incorporated finance subsidiary, and guaranteed by Aston Martin Lagonda Global Holdings plc (the listed parent), Aston Martin Lagonda Limited (the principal UK operating company, "AML Limited"), and certain intermediate holding entities (AM Investments Limited, AM Lagonda Group Ltd., and AM Capital).

The Notes Proceeds Loan ("NPL")

When the notes were issued in March 2024, substantially all of the cash proceeds were loaned by the Issuer down to AML Limited under the Notes Proceeds Loan Agreement, a subordinated intercompany obligation.

The Notes Proceeds Loan is subordinated to the guarantee, which itself a senior secured obligation of AML. 1

Exchange Mechanics

Assuming ~£ 275mm FY 2026 Adj. EBITDA and year-end liquidity below £ 100mm, we estimate the Company could require ~£ 300mm of new capital.2

We believe the most likely financing path is a 50.1% consent exchange / uptier through covenant amendment, not a 66 2/3% direct lien-priority amendment. The indenture is governed by New York law, which means we can turn to Serta, Boardriders, Robertshaw, Wesco as precedents.3

The indenture's 66 2/3% amendment threshold only applies to direct alteration of the existing Notes' lien priority. It does not capture indirect subordination, because the covenant lacks "has the effect of" language. A 50.1% amendment to the Permitted Indebtedness and Permitted Liens covenants can permit new debt with super-senior lien priority over the existing Notes, economically subordinating the Notes without technically altering their lien priority. The existing Notes' liens remain first-priority on the collateral; but become first-priority subordinate to a newly-permitted class of super-senior liens.

Of note, we don't know if the revolver permits pari indebtedness; so we assume for our case that the new notes are 1.5 lien notes behind the revolver, but ahead of existing notes.

Position of the Consenting 51% Majority

• Maturity extension on existing position. ~£ 725mm tendered 2029 bonds exchange at par for 2031 paper. The benefit is the two-year maturity extension and additional liquidity for the Company.
• New-money tranche. Subscribed at par, modeled at an illustrative 13% Cash / 15% PIK secured coupon with super-senior lien priority.
• Super-senior lien via covenant amendment. The amendments to Permitted Indebtedness and Permitted Liens enable the new-money tranche to receive a lien senior to the existing Notes' lien on the collateral package. The exchanged 2031 paper similarly takes a senior lien position above the holdout 2029 notes through the same mechanism.
• Consent fees / early-bird premium. The structure may include a consent fee paid in cash or additional new paper to incentivize early participation. Sizing is a function of holder coordination dynamics and is left bracketed for the reader.

Position of the Non-Consenting 49% Minority

• Face position preserved. The 49% holdouts retain ~£ 695mm face of 2029 notes at the original March 2029 maturity.
• Economically subordinated via covenant amendment. The amendments to Permitted Indebtedness and Permitted Liens permit new debt to be issued senior to the existing Notes' lien. Although the Notes' lien priority is not technically altered, the holdout 2029 notes are economically subordinated to the new-money tranche and the exchanged 2031 paper.
• J Crew blocker removed. Amended via 50.1% consent. Holdouts lose the J Crew protection on Material IP transfers.
• Recovery erosion via dropped-down value. With the J Crew blocker amended away, the Company can subsequently transfer Material IP to a non-guarantor Restricted Subsidiary and issue new debt against that IP. The holdout 2029 notes have no direct claim against that non-guarantor sub; the consenting majority's new-money tranche has structurally senior access to the dropped-down assets.

Recovery Waterfall

Why a Par Exchange Rather Than Sub-Par

The additional runway from bondholders in the form of new money and a maturity extension is valuable breathing room to execute on the operational plan toward the £ 400mm EBIT / £ 725mm EBITDA mid-term target.

Consider Stroll's economics: at 5x or higher on management's £ 725mm plan EBITDA, Stroll is solidly above his £ 492mm cost basis (see Sponsor Economics), even with an additional £ 300mm of debt added through the new-money tranche.

As such, bondholders are giving Stroll additional runway when they are reasonably in-the-money today on their position.

J Crew Blocker

The relevant covenant from the OM reads:

"Notwithstanding anything herein to the contrary, (a) the Company and its Restricted Subsidiaries shall not be permitted to contribute, sell, transfer, dispose of or otherwise transfer legal title to, or license, directly or indirectly, on an exclusive basis, any Material Intellectual Property to any Unrestricted Subsidiary, whether as an Asset Sale, Investment, dividend or otherwise, and (b) the Company shall not be permitted to designate any Restricted Subsidiary that holds Material Intellectual Property as an Unrestricted Subsidiary (whether upon initial designation or subsequent investment)."

Identified Gaps:

1. Scope of restricted licensing activity. The covenant restricts exclusive licensing only. Non-exclusive licensing of Material IP to an Unrestricted Subsidiary is not prohibited on the face of the text, including in connection with brand-licensing arrangements supporting separate debt issuance.
2. Restricted perimeter. The covenant applies to Unrestricted Subsidiaries. Transfers to non-guarantor Restricted Subsidiaries are not directly prohibited under this prong. More importantly, contributions to a joint venture that includes a third-party participant fall outside the Restricted/Unrestricted dichotomy entirely, as further discussed in the XRX comparison below.
3. Absence of a forward-looking ownership provision. Unlike comparable provisions in certain other indentures, the ASTONM blocker does not include a continuing covenant restricting Material IP from residing in an Unrestricted Subsidiary at any point in time.
4. Amendment threshold. Per the Constellation tearsheet's amendment summary, the J Crew blocker is amendable with majority (50.1%) holder consent. The provision is not a sacred right under the indenture: 90% consent is required for amendments to principal, interest rate, maturity, ranking adversely affecting holders, or guarantee modifications; 66 2/3% consent is required for material adverse changes to lien priority or release of liens on all or substantially all Collateral.

Comparative Analysis: ASTONM vs. XRX

The Xerox 13.0% Step-Up Senior Secured Notes (Section 4.17(b)) read:

"No Subsidiary of the Company may be designated as an Unrestricted Subsidiary if it owns or exclusively licenses any Material Intellectual Property at the time of designation. None of the Company or any Restricted Subsidiary may transfer, assign or exclusively license any Material Intellectual Property (whether pursuant to a disposition, Investment, Permitted Investment, Restricted Payment or otherwise) to any Unrestricted Subsidiary. No Unrestricted Subsidiary shall at any time own (or hold exclusive license to) any Material Intellectual Property."

The forward-looking ownership provision in XRX provides additional protection against subsequent IP migration to an Unrestricted Subsidiary; in this respect, the ASTONM provisions are less protective.

For ASTONM, the basket capacity required to drop the entire asset value into a non-guarantor sub or joint venture exceeds the headline figures in the existing Joint Venture Investments and Permitted Investments baskets. Execution of a meaningful structural drop therefore requires an amendment to basket capacity as part of the consensual package; that amendment is itself amendable at majority consent (50.1%) as part of the broader transaction.

Serta-Style Non-Pro-Rata Exchange

The relevant covenant from the OM reads:

"Notwithstanding the foregoing, without the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding, no amendment or waiver may (a) make any change in any Security Document or the provisions in the Indenture dealing with Collateral or application of trust proceeds of the Collateral with the effect of releasing the Liens on all or substantially all of the Collateral which secure the Obligations in respect of the Notes or (b) change or alter the priority of the Liens securing the Obligations in respect of the Notes in any material portion of the Collateral in any way materially adverse, taken as a whole, to the Holders, other than, in each case, as provided under the terms of the Indenture, the Security Documents or the Intercreditor Agreement (and any Additional Intercreditor Agreement)."

The indenture does not include a Serta-style blocker. The relevant gaps are:

1. Adverse lien-priority changes require 66 2/3% consent. No sacred right protects payment priority or pro rata sharing.
2. The lien blocker triggers only on changes affecting a "material portion" of Collateral.
3. The indenture does not include "has the effect of" language to address indirect subordination structures.
4. Intercreditor amendments may increase covered indebtedness without separate holder consent.

Since the Notes do not have "has the effect of" language, we assume that an amendment to allow priming Super Senior (or 1.5) Liens would be permitted and easier than collecting a 66 2/3 majority to amend this covenant.

The sale of Aston Martin to a third-party investor on terms that retire the existing notes at par is a credible alternative outcome, in our view, when considered against the McLaren precedent.

McLaren Automotive, a UK supercar manufacturer with a similar profile of limited operating cash generation and a sovereign-and-strategic shareholder base, was resolved through a sovereign-led refinancing rather than a coercive liability-management transaction.

When McLaren issued its $ 620mm 7.5% senior secured notes due 2026 (July 2021), the offering memorandum disclosed an "As Adjusted" EBITDA of £ 87 – 92mm for the five months ended May 31, 2021, or ~£ 215mm annualized.

Public reporting on the 2024 McLaren transaction indicated CYVN Holdings (an Abu Dhabi-backed investment vehicle) acquired a strategic stake in McLaren Group alongside existing shareholder Mumtalakat. Sources report the deal was consummated at a £ 1,200mm EV, representing ~6x mid-cycle Adj EBITDA of £ 200mm. It's unclear whether that was a realistic number on which the CYVN deal was underwritten, but a datapoint available to us nonetheless.

The McLaren precedent indicates, however, that such an outcome typically arrives after a period of distressed trading and may not occur prior to an LMT.

As noted in the Constellation tearsheet, the bonds have regular-way Change of Control without a ratings-decline trigger.

IPO-Era Normalized EBITDA

The sponsor-economics question is whether Stroll's current mark-to-market loss is large enough to force a handover, or whether the medium-term plan still provides enough upside to justify funding runway.

At the October 2018 IPO, the equity market valued Aston Martin Lagonda at an implied enterprise value of ~£ 4.9bn or ~6.5x mid-term Adj EBITDA; the equity story reflected confidence in the medium-term plan to turn Aston Martin into a high-volume (14k annual units) producer of luxury vehicles.

Although management has substantially reiterated its medium-term Adj EBITDA targets, the biggest structural shift vs. the IPO plan is the higher share of Specials: Specials moved from ~2% of volume historically to 9–11% in 2026E, a function of the Valhalla 999-unit program delivering from 2025 – 2027.

Original IPO Plan vs. Current Mid-Term Targets vs. Actuals

The Critical Variable: Sustainable Specials Cadence

The £ 2.5bn revenue / £ 400mm EBIT plan is dependent on a sustainable Specials run-rate of ~700–1,000 units per year. This is the principal sensitivity.

• Current Valhalla program: 999 units over ~2.5 years = ~400/year run-rate, ending in late 2027 / 2028.
• After Valhalla concludes, management has signalled continuing Specials cadence — Hallmark on the Q3 2025 call referenced "specials based around the various technology stacks that we have available to us" through 2030–2031.
• The gap between Valhalla concluding (~2028) and any follow-on Specials program reaching scale is the principal execution risk to the FY 27/28 plan.

If Specials volume drops to ~400/year post-Valhalla:

• Revenue contribution from Specials: 400 × £ 900k = £ 360mm (vs. ~£ 900mm in the £ 2,500mm build).
• Lost gross profit: 600 units × £ 900k × 65% = ~£ 350mm of gross profit.
• That £ 350mm gross profit loss flows entirely through to Adj EBITDA.
• Implied Adj EBITDA in that scenario: ~£ 400mm, still above today's levels, but leaves bondholders ~4.25x levered in an FCF-neutral structure.

Sponsor Basis Analysis

Working midpoint: £ 492mm cumulative cost basis for 333.968m shares = blended average cost of ~147p per share (range 135p–165p across low/mid/high estimates).

Current Mark-to-Market

Sale Price Required to Make Stroll Whole

Applied to FY 2026E EBITDA of £ 304mm, less Q1 2026 net debt of £ 1,459mm:

Stroll Position Value on Management's £ 725mm Plan EBITDA

Applied to the management mid-term plan EBITDA of £ 725mm, less £ 1,750mm net debt at plan delivery (Q1 2026 net debt of £ 1,459mm, plus ~£ 300mm of new-money LME debt assumed; net of modest operating deleveraging through to FY 27/28):

Stroll's break-even on the management plan EBITDA is ~5x — still below most luxury-auto trading multiples. At reasonable forward multiples (6–10x), Stroll is positioned for a 1.7x to 3.7x multiple of money outcome: meaningful, but more sensitive to multiple compression.

Implication for the LME Framework

The sponsor economics directly inform the likely sponsor behavior in any LME scenario:

The Sponsor is below cost today but recoverable on the plan. At ~70–80p share price, Stroll's £ 492mm cost basis is worth £ 235 – 265mm mark-to-market. However, on management's £ 725mm plan EBITDA at 5 x or higher forward multiple, Stroll is above break-even, even with a new £ 300mm debt raise. At 6 – 10x, a range consistent with historical and peer trading, Stroll achieves a 1.7 x to 3.7 x multiple of money on his position. The economics still favor extending runway over transferring control to creditors.

Risks for noteholders. Noteholders have two primary risks: First, the Aston Martin story hinges above all else on growing high-ASP / high-margin Specials. To date, the Company has not proven that it is able to achieve that type of delivery cadence. Second, because the Sponsor still retains meaningful upside, Stroll may favor transactions that extend runway and preserve equity optionality, even where those transactions reduce existing noteholder recovery or bargaining leverage. This means that an LME is also an opportunity for exchanging noteholders to secure tighter documentation that prevents the Sponsor from stripping away value for runway and ensures that exchanging bondholders drive the next step in a restructuring process, if any.

The key underwriting conclusion is that Aston Martin's brand and sponsor support remain valuable, but the 2026 liquidity path and documentation flexibility could determine value allocation before the medium-term plan is proven.

1. Aston Martin appears to be a credible 2026 LME candidate given repeated guidance misses, limited liquidity cushion, and documentation that may permit majority-consent priming mechanics. The Company likely raises ~£ 300mm from a group of 50.1% holders who have the ability to amend the doc and (i) strip the J Crew Blocker and (ii) create superpriority notes that prime the existing notes given the absence of a strong Serta Blocker.

2. Holdout bondholders recover ~70c at a £ 1,800mm EV (~£ 300mm × 6x), but that is likely overstated given the likelihood of a creditor-led rights offering in restructuring / DIP facility.

3. Over the medium-term, the Sponsor retains the optionality to hit the mid-term £ 725mm Adj EBITDA figure, which reflects a meaningful pick-up in Specials cadence.

4. Aston Martin has successfully driven increases in ASP, and we do not dismiss management's ability to continue pushing price.

5. In the (likely) event the Sponsor doesn't hit the plan, exchanging bondholders detach at ~£ 1,300mm (behind the RCF and other debt), or ~4.25x mid-cycle EBITDA of ~£ 300mm.

Operating Model

Free Cash Flow Bridge