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Brown Gibbons Lang & CompanyFirm OverviewAugust, 2014
STRICTLY CONFIDENTIAL
Mergers & Acquisitions | Debt & Equity Placements | Financial Restructurings | Valuations & Fairness Opinions
CHICAGOCLEVELAND
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Andrew K. PetrykManaging Director & PrincipalIndustrials Group Heado: 216.920.6613m: 216.244.3304e: [email protected]
BGL Primary Contacts
Kevin H. SargentDirector & PrincipalIndustrials Groupo: 216.920.6639m: 216.533.6028e: [email protected]
ChicagoOne Magnificent Mile980 North Michigan AvenueSuite 1880Chicago, IL 60601
p: 312.658.1600f: 312.368.1988
Cleveland1111 Superior AvenueSuite 900Cleveland, OH 44114
p: 216.241.2800f: 216.241.7417
Brown Gibbons Lang & Companywww.bglco.com
ArgentinaAustraliaAustriaBelgiumBosnia-HerzegovinaBrazilCanadaChile
ChinaColombiaCroatiaDenmarkFinlandFranceGermanyGreece
MexicoNetherlandsNorwayPeruPolandRomaniaRussiaSerbia
Global M&A Partnerswww.globalma.com
Hong KongHungaryIsraelItalyJapanKenyaLatviaLuxembourg
SloveniaSouth KoreaSpainSwedenSwitzerlandTurkeyUnited KingdomUnited States
John R. TilsonManaging Director & PrincipalConsumer Group Heado: 312.658.4770m : 312.961.7756e: [email protected]
John C. RiddleManaging Director & PrincipalHealthcare Group Heado: 312.658.4758m: 312.213.1400e: [email protected]
Scott T. BerlinManaging Director & PrincipalMetals Group Heado: 216.920.6642m: 216.272.1279e: [email protected]
Michael E. GibbonsSenior Managing Director & Principal, Co- Foundero: 216.920.6612m: 216.244.3469e: [email protected]
Manfred R. SteinerManaging Director & PrincipalHealthcare Facilities Group Heado: 312.658.4778m: 312.286.9993e: [email protected]
Effram E. KaplanManaging Director & PrincipalBusiness Services Group Heado: 216.920.6634m: 312.961.9134e: [email protected]
Anthony D. DelfreDirectorReal Estate Group Heado: 216.920.6615m: 216.849.4216e: [email protected]
Cleveland Office
Chicago Office
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Leading Investment Banking Advisory FirmIndependent | Middle Market Focused | Deep Industry Expertise | Global Access
Market Positioning Global Reach
Core Capabilities
Deep Transaction Expertise:
Senior team with broad experience
Extensive expertise across M&A and private capital transactions
Senior bankers involved in execution
High success rate on engaged transactions
Middle MarketFocus:
Long-standing commitment to middle market
Deep sector experience Tenured relationships with
private equity Relationships with large
strategic players
Global Access
Independence
• Independent advisory firm not tied to any larger institution, enabling us to provide sound advice without conflicts of interest
• Focused on the middle market
• Senior bankers with significant experience and tenure; partners average over 20 years of experience and 10 years with BGL
• Domestic reach with offices in Chicago and Cleveland
• Global reach with partners transacting in 50 countries around the world
• Deep industry experience across many core sectors
Balance Sheet Restructurings
Sales of Non-Core Assets or Businesses
§363 Auctions
All Tranches ofDebt & Equity Capital for:
Growth
Acquisitions
Recapitalizations
Dividends
Sell-Side AdvisoryGeneral Financial &
Strategic AdviceAcquisitions & DivestituresPublic & Private Mergers
Special Committee AdviceStrategic Partnership & Joint Venture Formation
Fairness Opinions & Fair Value Opinions
M&A Advisory PrivatePlacements
FinancialRestructuring
Denotes a Global M&A office
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Strategic (Private)
41.4%
Strategic (Public)18.8%
Financial39.8%
Committed to the Middle Market
• Extensive experience and success positioning middle market businesses to optimize the transaction outcome• Long-standing relationships with strategic players in our core industry verticals:
– A majority of our sell-side transactions involve a strategic buyer• Extensive knowledge of the private financing markets:
– Close relationships within the financial sponsor community
– Knowledge of the debt markets allows for efficient execution of M&A and financing transactions
Data shown relates to transactions closed from 2000 - Present
Client Ownership Buyer Composition Service Offering
M&A Advisory
75.0%
Private Placements
10.7%
Financial Restructuring
14.3%
Private85.9%
Public14.1%
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Expert Transaction ExecutionDriving Valuations and Delivering Optimal Deal Terms for Our Clients
• Proven ability to execute highly competitive transaction processes:
– Perform thorough due diligence upfront
– Optimally position the Company and its key investment themes
– Maximize value through aggressive, yet reliable and defensible earnings and cash flow projections
– Unmatched ability to reach the highest probability buyers, both domestically and internationally
– Leverage BGL’s resources to limit management / business disruption
– Maintain a competitive bidding process
– Utilize BGL’s proprietary database, tracking buyer behavior and performance to select the “right” buyers
– Senior-level commitment and frequent communication with the shareholders throughout the process
For transactions closed from 2006 – 2011(1) Typically a result of declining company performance or a material change in the
M&A/capital markets
Above Range: 63.2%
Within Range: 27.4%
Below Range (1): 9.4%
Closing Valuation vs. Preliminary Valuation Range
Since 2006, 90% of BGL’s transactions closed at valuations in or above the preliminary valuation range
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Deep Experience In Our Core Industry Verticals
• Apparel• Outdoor & Recreational
Products• Health & Wellness /
Natural & Organic• Specialty Retail• Luxury & Fashion
Consumer Products & Retail Services
Representative Sector Transactions
• Direct Selling / Multi-Level Marketing
• Consumer Retail Services• Personal Care• Infant/Children Products• Housewares & Kitchen
Products
Group Head: John Tilson
• Distribution & Services Centers
• Precision Processing & Fabrication
• Pipe & Tube Manufacturers
Metals & Metals Processing
Representative Sector Transactions
• Integrated Mills• Welding• Forging & Stamping• Iron & Steel Foundries
Group Head: Scott Berlin
• Entertainment & Leisure
• Healthcare Facilities• Industrial
Real Estate
Representative Sector Transactions
• Office• Retail• Multi-Family• Student Housing
Group Head: Anthony Delfre
• Medical Products & Equipment
• Biopharmaceuticals• Diagnostics• Healthcare IT
Healthcare & Life Sciences
Representative Sector Transactions
• Managed Care• Medical Devices• Healthcare Providers• Research Tools & Services
Group Head: John Riddle
• Industrial Distribution• Industrial Automation
& Controls• Construction & Building
Products• Plastics & Packaging
Industrials
Representative Sector Transactions
• Rubber Compounding • Specialty Chemicals• Test & Measurement• Automotive Components &
Systems
Group Head: Andrew Petryk
Energy & Environmental:• Solid Waste• Special waste• EE&C• E-Waste & Metals Recycling• Oilfield Services• Renewables and CleanTech• Waste-to-Energy (WtE)
Energy & Environmental Services
Representative Sector Transactions
Group Head: Effram Kaplan
Business Services:• Business Process Outsourcing• Litigation Services• Media, Marketing &
Communications• Revenue Cycle Mgmt.• Payment Processing• Insurance Services• IT Services
Senior Management of
and
has acquired the outstanding stock controlled by non-
management shareholders with financing provided by
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BGL’s Sector Focus• BGL’s sector teams have extensive history and transaction expertise within select industry verticals
– Our senior bankers have experience and long-standing relationships with industry players– Experience with public and privately-owned clients, both foreign and domestic– Senior operating advisors to provide further breadth of industry knowledge:
• Constant monitoring of and participation within industry provides unique insight and perspective on the industry’s environment and trends:
– Regular interaction with large and small public and private companies, both domestic and international– Continual dialog with leading private equity and venture capital firms focused on BGL’s core sectors– Conference speaking engagements and published work, including semi-annual research and quarterly market updates
Healthcare & Life Sciences Insider Metals & Metals Processing Insider Plastics & Packaging Insider Environmental Services Insider Middle Market Lender Insider
Additional BGL Research Reports Available:• Industrials Insider• Business Services Insider• Consumer and Retail Services Insider• Automotive Insider• Building Products Insider
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• Strong track record of success selling companies for and to private equity funds
• Regular contact with and feedback from private equity firms regarding investment interests and status of portfolio companies
• Strong reputation for marketing quality opportunities and maintaining integrity throughout transaction processes
BGL Has Long-Standing Relationships with, and Significant Knowledge of, the Private Equity Community
Select Private Equity Clients
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Global M&A PartnersInternational Presence, Local Expertise
Leading Global Advisory GroupTruly GlobalWe are present in 35 countries around the world and have a team of over 200 active dealmakers, supported by 100+ analysts
Core Business: Middle Market M&AOur advisors provide the M&A and Strategic Advisory services exclusively to the middle market
Senior AdvisorsOur senior advisory team combines transactional insight with access to resources, and relationships with potential investors
Local Connections in International Markets“Best in local market” offices in countries across the world have established relationships with in-country private equity and strategic firms, allowing us to effectively reach international investors
Global M&A also facilitates transactions by removing cultural and language barriers
ResultsOver the past five years, Global M&A has completed over 1,500 transactions with combined value in excess of $54 billion
BGL has completed over 17 cross border transactions since 2000
The AmericasArgentinaBrazilCanadaChileColombiaMexicoPeruUnited States
EuropeAustriaBelgiumDenmarkFinlandFranceGermanyHungaryItaly
AfricaKenya
EuroLatviaNetherlandsNorwayPolandRussiaSpainSwedenSwitzerlandTurkeyUnited Kingdom
Office Locations
Asia & Asia PacificAustraliaChinaHong KongIsraelJapanSouth Korea
Denotes a Global M&A office
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has been acquired by
BGL Has Significant Experience Selling Businesses to Large Domestic and Foreign Strategic Buyers
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United FixturesC O M P A N YUnited FixturesC O M P A N Y
UnitedFixtures
(Inland Marine Transportation)
BGL Has Significant Success Selling Businesses to Leading Private Equity Firms
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BGL Has Vast Experience in All Types of Equity and Debt Financing
BGL Senior Banker Biographies
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• Founder of Brown Gibbons Lang & Company• Leads BGL’s cross-border relationships with the firm’s Global M&A partners, and provides an active senior role to client
engagements and business development opportunities• Former president and CEO of Underwood, Neuhaus & Company, a leading regional securities and investment banking firm in
Houston, Texas focused on the Oil & Gas sector, and a senior vice president at McDonald & Company Securities, Inc.• Currently serves on the Board of Directors of Associated Estates Realty Corporation (NYSE: AEC) and Preformed Line Products
Company (NasdaqGS: PLPC)• B.S., cum laude, Economics and Political Science, Kenyon College• M.S., Management, Case Western Reserve University• J.D., Cleveland State University
Michael E. GibbonsFounder, Senior Managing Director & Principal
• Joined BGL in 1996• Over 20 years of investment banking and corporate finance experience• Head of BGL’s Industrials Sector Team• Prior experience in private equity, corporate finance, institutional sales, and public accounting• Worked in the structured finance group with Key Bank and started his career at Ernst & Young (currently a non-practicing
C.P.A.)• Formerly the President of the Association for Corporate Growth (“ACG”) – Cleveland Chapter• B.S., Miami University• M.B.A., Case Western Reserve University Weatherhead School of Management
Andrew K. PetrykManaging Director & Principal; Head of Industrials Practice
• Joined BGL in 1997 • Leads the firm’s Metals and Metals Processing sector practice with over a decade of experience within various industry
segments• Prior experience as a lending officer in the Middle-Market Group at the Northern Trust Company in Chicago• Serves on the board of directors of Hallmark Financial Services, Inc. (NASD:HALL), E Prep Schools in Cleveland, Ohio, and the
Cleveland Zoological Society• B.S., Miami University• M.B.A., Case Western Reserve University Weatherhead School of Management
Scott T. BerlinManaging Director & Principal; Head of Metals and Metals Processing Practice
The BGL Senior Team
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• Joined BGL in 2004 and has over 20 years of investment banking and corporate finance experience• Head of both BGL’s and Global M&A Partners’ Consumer and Retail Services teams• Prior to joining BGL, served as a Managing Director at Duff & Phelps LLC and a Managing Director at Banc One Capital Markets
(now JP Morgan Chase & Co.)• Former Managing Director at First Chicago Capital markets, founding the Detroit office for the firm in 1996• Began his investment banking career in 1990 with American National Bank & Trust Company, a subsidiary of First National
Bank of Chicago• B.S., University of Illinois• M.B.A., Kellogg School of Management at Northwestern University
John R. TilsonManaging Director & Principal; Head of Consumer and Retail Services Practice
• Leads the firm’s investment banking activities in the Business Services sector• Over 15 years of investment banking and corporate finance experience• Clients include both leading private equity groups and private companies• Has spent over a decade focused on various segments within the business services industry• Prior to joining BGL, was an Associate at Key Capital Markets’ and prior to, held management consulting positions at Arthur
Andersen and Cap Gemini• B.S., Miami University• M.B.A., The University of Chicago Booth School of Business
Effram E. KaplanManaging Director & Principal; Head of Business Services Practice
• Leads the firms investment banking activities in the Healthcare and Life Sciences sector• Over 20 years of investment banking and capital markets experience, advising clients across a broad spectrum of mergers and
acquisitions, capital markets activities, and strategic advisory assignments• Before joining BGL, he was a Managing Director at GCA Savvian Advisors and a Managing Director at Dresner Partners• Previously was Director of Corporate Development at Teliconics, Inc.• Began his career in 1990 with Continental Bank, prior to its acquisition by Bank of America.• B.A., Wabash College• M.B.A., The University of Chicago Booth School of Business
John C. RiddleManaging Director & Principal; Head of Healthcare & Life Sciences Practice
The BGL Senior Team
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• Partner in the Healthcare Group and leads BGL’s Hospitals and Health Systems practice• Extensive experience providing corporate finance advisory services to hospitals, health systems, and allied facility-based and
clinical services, as well as broad experience across the provider-based spectrum• Before joining BGL, served as a Managing Director in the Financial Advisory Group at Huron Healthcare• Prior to Huron, he was a Principal at Wellspring Partners• Previously held senior positions at Valuation Counselors and Price Waterhouse• B.S., cum laude, Babson College• M.B.A., The University of Chicago Booth School of Business
Manfred R. SteinerManaging Director & Principal, Head of Healthcare Transaction Advisors
The BGL Senior Team
Kevin H. SargentDirector & Principal
• Nearly 15 years of investment banking and corporate finance transaction experience• Prior to joining BGL in 2003, spent five years with KeyBanc Capital Markets (formerly known as McDonald Investments),
where he worked on mergers and acquisitions, private placements, and public equity offerings across several industries• Began his career as a research analyst specializing in macroeconomics and monetary policy for the Federal Reserve Bank of
Cleveland• B.S., cum laude, Miami University
Anthony D. DelfreManaging Director, Head of BGL Real Estate Practice
• Over 19 years of experience in real estate and consulting, including work with corporations, endowments and high net worth individuals
• Lead Financial Consultant to the National Basketball Players Association (NBPA) for eight years, conducting the Financial Awareness Program meeting for all thirty NBA teams
• In 2007, formed his own business and real estate consulting firm, which provides services in lending/ refinancing of projects; analysis of grants, incentives and tax credits; and coordination of professionals engaged in a project’s needs including legal, accounting, general contracting, etc.
• B.S.B.A., Finance and Marketing, Ohio University
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Cleveland
1111 Superior AvenueSuite 900
Cleveland, OH 44114
Phone: 216.241.2800Fax: 216.241.7417
Chicago
One Magnificent Mile980 N. Michigan Avenue
Suite 1880Chicago, IL 60611
Phone: 312.658.1600Fax: 312.368.1988