Grace Matthews

Overview of Capabilities & Market Update

Grace Matthews Update

2

▪ 100% dedicated to chemicals &

materials M&A

▪ 23 closed M&A transactions since

2015

16 completed sell-side

transactions

7 completed buy-side

transactions

▪ 15 transactions involving a strategic

buyer

▪ 9 carve-out transactions

▪ 4 cross-border transactions

Grace Matthews has successfully completed 23 chemicals transactions since the beginning of 2015

Summary Statistics Select Transactions

Grace Matthews, Inc. advised

United Paint

has sold its global automotive

interior rigid thermoplastics

coatings business to

a division of

has been acquired by

Grace Matthews, Inc. advised CASS

Polymers and Shoreview Industries

Grace Matthews, Inc. advised

3M Company

has sold its pressurized

polyurethane foam adhesives

business to

Grace Matthews, Inc. advised

BASF

has sold its global Polyolefin

Catalysts business to

Grace Matthews, Inc. advised

Americhem Group

has acquired

Grace Matthews, Inc. advised

Ennis-Flint

has been acquired by

Grace Matthews, Inc. advised

California Products Corporation

has sold its portfolio company

to

Grace Matthews, Inc. advised

W.F. Taylor Co.

has been recapitalized by

Grace Matthews, Inc. advised

Compass Chemical International

has been acquired by

Grace Matthews, Inc. advised

TPC Group

has sold its

Baytown Operations to

Grace Matthews, Inc. advised

Henry Company

has been acquired by

Grace Matthews, Inc. advised

Jones-Blair Company

has been acquired by

Grace Matthews, Inc. advised

CiDRA Holdings, LLC

has sold its subsidiary

CiDRA Chemical Management,

Inc. (CCMI) it

Grace Matthews, Inc. advised

ICP Group

has acquired

Grace Matthews, Inc. advised

Aakash Chemicals

has been recapitalized by

Grace Matthews, Inc. advised

Buckman Laboratories

has sold select Canadian

assets to

Grace Matthews, Inc. advised

Applied Adhesives

has been acquired byhas been recapitalized by

Grace Matthews, Inc. advised

MFG Chemical, Inc.

Overview of Grace Matthews

3

▪ 14 investment professionals focused entirely on the chemicals and materials value chain and have

approximately 150 years of combined experience

▪ Strong continuity from low employee turnover

▪ More than 100 chemicals and materials transactions completed

▪ Proven track record in closing highly complex deals

▪ The majority of our transactions require us to navigate through issues such as legacy environmental

matters, unions, pension liabilities, and FCPA/trade compliance

▪ Global access – Grace Matthews has direct relationships with leading chemicals and materials

companies and private equity firms

▪ Human capital – Grace Matthews employs finance professionals with engineering, chemistry, and

materials science degrees who have operations and business development experience

▪ Recognized as independent industry experts, with services including:

Business sales – strategic and

private equity

Corporate divestitures

Going-private transactions

Acquisitions

Capital raises

Fairness opinions and

valuations

Recapitalizations and

management buy-outs

Strategic alternatives analysis

Transaction Breakdown

Sell-Side65%

Buy-Side20%

Recapitalizations / Other, 10%

Fairness Opinions / Strategic Alternatives

5%

Strategic vs. Financial Buyers

80% of GM sell-side clients were acquired by strategic buyers

Strategic80%

Private Equity20%

Grace Matthews focuses on providing the best options and alternatives for our clients

Deep Chemical Industry Expertise Across The Chemical Value Chain

Agricultural

Chemicals

Adhesives,

Sealants & Tapes

Colorants & Additives

Construction

Materials Contract Packaging

Food Ingredients,

Flavors & Fragrances

Lubricants & Lube

Additives

Paint, Industrial

Coatings & Inks

Plastics, Polymers

& Resins

Fine & Organic

Chemicals

Inorganics, Ceramics &

Catalysts

Oilfield & Water

Treatment Chemicals

Personal Care,

Soaps & Cleaners

Petrochemical /

Commodity Chemicals

Industry Relationships

4

Global Capabilities

▪ Nearly all of our sell-side processes include potential buyers from outside

the U.S.

▪ We cultivate direct ties to senior management around the world, who

respect us for our industry expertise and deal flow. They also often hire us

for their divestitures

▪ GM principals visit European clients on a regular basis

▪ Approximately 70% of our deals in the last three years involved significant

interaction with global, non-U.S. strategic buyers

▪ Approximately one-third of our deals in the last three years were cross-

border

Established Relationships with Industry Leaders

▪ GM principals have completed assignments with all below

▪ Direct ties to hundreds of other global and regional chemical companies

Select Chemical Value Chain Transactions

Grace Matthews, Inc. advised

Applied Adhesives

has been acquired by

5

has been recapitalized by

Grace Matthews, Inc. advised

MFG Chemical, Inc.

Grace Matthews Team

6

John Beagle | Co-founder, Managing Director

Chemical Team Lead

Former research engineer at Digital Equipment

Corporation

MBA from Cornell University, B.S. in Materials

Science from Cornell University

25+ years relevant experience

Kevin Yttre | Managing Director

Formerly with ICI’s Uniqema specialty chemicals

business in U.S. and The Netherlands

MBA from Harvard Business School, B.S. in

Chemical Engineering from University of

Wisconsin-Madison

10+ years relevant experience

Ben Scharff | Managing Director

Advises clients in chemicals, paints and coatings,

construction products and services, and general

manufacturing sectors

BS from University of Wisconsin-Madison and

previously served in the United States Marine Corps

20+ years relevant experience

Thomas Osborne | Senior Advisor

Former CEO of both The Tnemec Company and

ICI Paints North America / The Glidden Company

BS from Youngstown State University, and has

completed the Advanced Management Program at

Harvard Business School

30+ years relevant experience

Andy Hinz | Managing Director

Former Equity Research Analyst at Robert W.

Baird & Co.

MBA from Northwestern University and BBA from

University of Wisconsin-Eau Claire; holds the CFA

designation

10+ years relevant experience

Andrew Cardona | Vice President

Former Investment Associate at Prudential Capital

Group, working in both the international group and

the restructuring group

BBA from the University of Wisconsin-Madison

8 years relevant experience

Eric Sabelhaus | Senior Associate

Former Investment Banking Associate at Robert

W. Baird and mechanical engineer at GE Energy

MBA from the University of Chicago (Booth), MS

and BS in Mechanical Engineering from Georgia

Tech and Notre Dame, respectively

7 years of relevant experience

Doug Mitman | Co-founder, Managing Director

Former Trader for Fidelity Investments and Market

Maker at the American Stock Exchange in New

York

MBA from Cornell University and BA from

Dartmouth College

25+ years relevant experience

Sarah Toledano | Analyst

Supports clients in a variety of chemical and

materials industries

BS in Chemistry from Massachusetts Institute of

Technology (MIT)

3 years relevant experience

Jon Glapa | Senior Associate

Supports clients in colorants, coatings, adhesives,

organic materials, and plastics industries

MBA from the University of Chicago (Booth), BA in

Mathematics with Secondary Field degree in

Economics from Harvard University

5 years relevant experience

Christopher Hayes | Analyst

Supports clients in a variety of chemical and

materials industries

BS in Mechanical Engineering from the University

of Alabama

Joined Grace Matthews in 2016

Employee Highlights:

▪ 7 – employees with STEM (Science, Technology, Engineering, Mathematics) degrees

▪ 7 – personnel with MBAs from leading business programs

▪ 150+ years of combined relevant experience

▪ 100+ deals completed

Kevin Ngo | Analyst

Experienced in M&A, ESOPs, structured

finance, debt and equity financing projects, and

energy and commodity development markets

BBA in Finance from the University of

Oklahoma, with a minor in Chinese

Joined Grace Matthews in 2017

Matthew Stouder | Analyst

Supports clients across the chemical and

materials value chain

MS in Finance and a BA in Chemistry (Magna

cum Laude) from Texas A&M University.

Joined Grace Matthews in 2017

Grace Matthews Chemicals Index

Note: The Grace Matthews Chemical Index is comprised of 98 publicly-traded chemical companies, spanning multiple markets, geographies, and company sizes.

0.0x

2.0x

4.0x

6.0x

8.0x

10.0x

12.0x

14.0x

Jul-07 Jan-08 Jul-08 Jan-09 Jul-09 Jan-10 Jul-10 Jan-11 Jul-11 Jan-12 Jul-12 Jan-13 Jul-13 Jan-14 Jul-14 Jan-15 Jul-15 Jan-16 Jul-16 Jan-17 Jul-17

Low: 5.2x

February 2009

Current: 11.7x

(all-time high)

10Y Avg. Multiple: 9.5x

▪ Since 2015, multiples have trended upwards

across nearly all chemical sub-sectors that GM

tracks

▪ Top sectors by value:

▪ F&F: 16.8x

▪ Agriculture: 13.9x

▪ Adhesives: 13.9x

▪ Distribution: 13.7x

13.9x 13.9x

10.6x

8.9x8.3x

13.7x

8.7x

16.8x

10.4x11.0x

12.0x

9.0x

11.8x12.4x 12.3x

0.0x

5.0x

10.0x

15.0x

20.0x Dec-15 Oct-16 Jan-17 Apr-17 Current

Public Trading EBITDA Multiples by Sector

7

M&A Drivers and Valuation

Strategic Buyers

▪ Strategic buyers are cash-rich and pushing acquisitive growth initiatives, keepingvaluations elevated

▪ The credit markets are extremely aggressive, contributing to increased corporate accessto debt capital

▪ Operating in an environment where organic growth is uncertain due to macro risk and lowcommodity prices

Private Equity

▪ Debt and equity capital is readily available; driving LBO valuations higher

▪ At the end of Q2-2017, global dry powder reached a record high of $906 billion (1)

▪ High-quality companies are commanding very healthy premiums, but valuations remaindriven by “baseline prices” derived from lending capabilities

Select Public Company from the GM Chemical Index

4.5x5.2x

4.5x5.4x 5.2x

5.7x 5.4x5.9x

0.0x

2.0x

4.0x

6.0x

8.0x

2010 2011 2012 2013 2014 2015 2016 2017 (H1)

Median Historical Debt / EBITDA Multiples (2)

_____________________

1. Preqin, Q2 2017 Private Equity update.

2. Pitchbook, U.S. private equity breakdown. Data includes private equity and strategic buyer transactions.

Net Debt / TEV / TEV /

Company EBITDA LTM Revenue LTM EBITDA

3M 1.0x 4.3x 15.3x

Air Products 0.2x 3.3x 9.9x

Akzo Nobel 0.9x 1.5x 9.8x

Albemarle 1.0x 4.8x 16.8x

Ashland 3.2x 1.2x 8.4x

BASF 1.4x 1.5x 7.9x

Clariant 2.0x 1.5x 10.2x

Dow 1.7x 1.8x 9.8x

Eastman 3.1x 2.1x 8.8x

Ecolab 2.6x 3.4x 15.7x

FMC Corp 2.4x 3.9x 18.4x

HB Fuller 2.6x 1.5x 11.7x

Innospec 1.4x 1.4x 10.2x

Kemira 2.8x 1.0x 8.6x

PolyOne 2.9x 1.2x 9.9x

RPM 2.8x 1.7x 12.9x

Sensient 2.4x 2.8x 15.1x

Wacker Chemie 0.7x 1.1x 5.8x

W.R. Grace 3.9x 3.7x 15.4x

Summary Statistics

Mean 2.0x 2.3x 11.6x

Median 2.4x 1.7x 10.2x

High 3.9x 4.8x 18.4x

Low 0.2x 1.0x 5.8x

Strong corporate balance sheets and ease of access to credit for buyers have created favorable market conditions.

8

833 East Michigan Street, Suite 1420

Milwaukee, WI 53202

414.278.1120

www.gracematthews.com

© 2017 Grace Matthews, Inc. All rights reserved. Securities are offered through GM Securities, LLC, under common control with Grace Matthews, Inc., and a registered broker dealer and member of the Financial Industry Regulatory Authority.