Small but fast-growing player in global commercial real estate services Active merger and acquisition strategy with inherent operational and integration risks More transaction-based revenue than peers, which we view as less stable Net debt to EBITDA greater than 6x Continued reported operating losses and weaker- than- peer EBITDA margins High share of variable expenses provide some downside protection during adverse market conditions The negative outlook reflects Avison Young's continued International Financial Reporting Standards (IFRS) operating losses, weaker-than-peer EBITDA margins, and risks to the firm's active merger and acquisition (M&A) strategy. We could lower our rating on Avison Young over the next 12 months if we do not expect the company to post and consistently achieve net income. We could also