Watermark Windows - Watermark Advisors
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Watermark Windows - Watermark Advisors
Watermark Windows Fall 2013 Watermark Advisors Celebrates 11 Years 2 Interview with Dr. David Furse: Keys to Building a Winning Corporate Strategy 3 Reflections on 2013 M&A Markets in the U.S. and Southeast 6 List of Southeast M&A Transactions (Jan 1, 2013 – Jun 30, 2013) o o o o o Florida Transactions Georgia Transactions North Carolina Transactions Tennessee Transactions South Carolina Transactions About Watermark Advisors Member FINRA/SBIC 10 13 14 15 16 17 Watermark Advisors Celebrates Eleven Years Watermark Advisors just celebrated eleven years in business and its path is unique for an investment banking firm. “We began Watermark in 2002, right in the midst of big bank mergers where there was a perceived void to serve private companies in sell-side M&A and capital raises,” Executive Managing Director Hagen Rogers shares. “By 2009 though, we realized that over half of all businesses referred to us resulted in our communication back that they were not prepared for a transaction.” After years of “No’s” Rogers turned to former professors at the Owen Graduate School at Vanderbilt University, where he received his MBA and was on the school’s Alumni Board. Dr. David Furse, Adjunct Professor of Management at Owen met with Rogers and challenged him to solicit more information from the marketplace as to why so many companies were not ready for investment banking transactions. “We met or surveyed nearly 100 companies and discovered several fascinating takeaways. We learned that many companies are very knowledgeable about their industry, but could benefit from an outside expert with deep subject matter expertise in corporate strategy. While many had used management consultants before, they reported disappointment as they implemented the plans. Also, while most companies surveyed had a board of directors, they still believed they needed to reach out to external consultants for help in areas like strategy,” Rogers adds. “We found that too many companies either have a push strategy, which is not a great way to approach strategy, or a 12-month ‘long term’ view on strategy, which is not long enough, or they have holes in their strategy.” Watermark also discovered that too many companies, both publicly and privately owned, were not utilizing acquisitions in their growth plans as frequently as they should. “On average, we found that companies that should be making three or more acquisitions over a span of ten years were making one or two at most. Studies show that companies that excel in becoming market leaders use M&A as a vehicle in order to grow. We believe M&A is an essential part of strategy once you reach a certain revenue benchmark. If you are not using M&A, then you must expect high organic growth. For most in our analysis, high organic growth also was not happening,” Rogers shared. “Since M&A can be dangerous if you don’t have a great strategy, we believe the two go together and strategy leads M&A, not the other way around.” Watermark took action on these discoveries by adding Dr. David Furse to their team. “David brings over thirty years of corporate strategy experience and teaches it at the Executive MBA level at Vanderbilt. What we really like about David’s style is that he demystifies strategy for clients and helps create a highly actionable strategy where he places a great deal of emphasis on the first six months,” Rogers shares. Watermark is finding success in its strategy and acquisition efforts for companies. “In 2013, we have been helping a manufacturer identify new adjacent markets to expand into through an acquisition. We also just finished working with a private company in helping them establish a five year strategy where ten of their senior management team worked with Dr. Furse to build a highly actionable strategy to increase revenue and grow profitability.” “It is very satisfying work to help companies identify and execute on strategy and acquisitions,” Rogers concludes. “Our team is optimistic on where we are heading as a company and our place in creating value in the marketplace.” 2 Interview with Dr. David Furse: 3 Keys to Building a Winning Corporate Strategy Q: Do larger companies struggle with strategy? Dr. Furse has over 30 years experience as a strategy consultant, professor and entrepreneur. His list of clients served includes John Hopkins Hospital, Cedars Sinai Medical Center, Hospital Corporation of America, Bridgestone/ Firestone, SunTrust Bank, and Proctor & Gamble. His areas of expertise include: strategic planning, branding, marketing communications and consumer behavior. Dr. Furse teaches the capstone strategy projects course and a special topics course entitled, “Thinking Like a CEO” in the Executive MBA program at the Owen Graduate School of Management at Vanderbilt University. DF: When they do, it’s usually because they make them too complicated. Strategy needs to be simple. If not, over time it will confuse the people trying to execute it and make it cost way too much. The strategy is just the guidance for what you do every day. It needs to leave flexibility for execution, but still keep the organization on course. To do this, strategies need only three essential parts: Vision (Where are we going?), Roadmap (What are the milestones we need to hit?), and Resources (How will we pay for it?) Roadmap just walks the milestones each year back to today. If you can achieve the year-1 milestones, your odds of success go way up. Over 60% of strategies fail to achieve their objectives due to poor execution – too many moving parts that become unnecessary, confusing, and irrelevant over time. You should know within six months of launch if your strategy will work, but only if you keep it simple. Q: Are there specific strategies for companies with low or declining profitability? DF: There is no one-size-fits-all strategy. Each one must be uniquely crafted to that company’s strategic challenges. The goal Q: What is your approach to help of strategy is to improve the competitive companies develop a better strategy? position of the company and increase its DF: I like strategies that you can fit on one corporate valuation. page. I have a template called the For companies experiencing low or StrategyMap© that does that. If it takes declining profitability, the most important more than a page, it’s too complicated. thing is to understand the fundamental There is a lot of work behind that page, reasons for the problem. While low but you have to be able to communicate profitability expresses a financial problem, the strategy quickly. The more pages it it has its root causes in operations or takes you to describe the strategy, the marketing. If your inventory turns are more likely it is to fail. lower than your competitor’s, your strategy must address how to improve My process requires you to create a them. If your product mix is overly picture of the future (Vision) with 3-6 dependent on commodity products with quantifiable milestones that define strong price competition, your strategy whether or not you have reached it. The purpose of the Vision is not to predict the must address how to increase the mix of future, but to communicate the future you differentiated products that can demand a premium price. You might do this through want and think is achievable. The To Hear More from Dr. Furse on Strategy Topics, Click Here Interview with Dr. David Furse: 4 Keys to Building a Winning Corporate Strategy R&D, acquisitions, or strategic partnerships. These are all strategic initiatives that take time to play out. Q: What strategies work best for companies in slow growth industries? DF: Look at the parts of your business that are growing most rapidly today. Even in slow-growth (usually mature) industries there are pockets of robust growth. You are just not in them. Mergers, acquisitions, or strategic partnerships are a solution as long as you have value to offer to a You have to think it before you can do it. Be patient, determined, and enlist your whole organization to make it happen. Strategies start with communication of a compelling idea (vision) and a believable roadmap that people want to get behind. homework in between. The process is particularly useful for incoming CEOs with new senior management teams. The strategy making process is ideal for vetting the team and getting the key players on the same page. How do you help companies to develop a new strategy? Q: If a company is profitable and growing, when is the right time to revisit strategy? DF: I act as a facilitator and coach in the strategy making process. If you have someone else come up with your strategy, you still have to execute it, so you are much better off developing it yourself. Just do it DF: You should never un-visit your strategy. You execute on the Roadmap milestones every day, but you are also scanning the environment for significant changes in the trends and “Even in slow-growth industries, there are pockets of robust growth. You are just not in them.” strategic partner or the ability to make an acquisition. Even if you are not financially sound enough for an acquisition in the next year or so, do what you can to improve your financial performance to allow an acquisition in the future. Strategies are about looking ahead. Reaching the vision involves hitting roadmap milestones so that a robust strategic vision is achievable. right. Once you get over the belief that it must be complicated, creating it is surprisingly straight forward. I didn’t say it was easy, which is why most companies that are struggling need a mentor or coach to help them unlearn a lot of bad habits. I have found that I can take even a $200-$500 million revenue company or division through the StrategyMap© process in about four days, with time for assumptions on which your strategy is based. Often, the most notable of these changes are assumptions about how your competitors will respond. You are always re-evaluating the Roadmap, but most likely about how to execute it, not to change the milestones. Your strategy is what keeps the whole organization focused on accomplishing the Vision. If it’s a large company, To Hear More from Dr. Furse on Strategy Topics, Click Here Interview with Dr. David Furse: Keys to Building a Winning Corporate Strategy each division or department has its own part of the Roadmap to execute. Every conversation, every action is either on-strategy or offstrategy, depending on whether it addresses the strategic milestones of the organization. You want to minimize off-strategy activities. Q: Can you give an example of a public company that was doing fine but revisited strategy and has since knocked it out of the ballpark? DF: There a quite a few, but John Deere is one of my favorites. They are not flashy and generally don't go for home runs. Home runs in business are usually fortunate mistakes. Much better is to strive for a consistently high batting average. Strategic execution is less about heroics than showing up every day and working toward a common vision. Watermark calls this consulting/ banking relationship the Paradigm Process. One recent strategic client engagement helped management focus on six fundamental milestones that tripled the projected corporate valuation. The strategy also set out a schedule of strategic acquisitions which would have a dramatic impact – and when the resources should be available to make them. Each client and strategy is unique, but the outcome is always to increase the value of the company. Q: How have you helped Watermark clients recently? My role as a strategy consultant is to help Watermark clients improve their readiness to take advantage growth opportunities. As an investment banking firm, Watermark uses these strategies to negotiate more favorable terms for its clients in the capital markets. To Hear More from Dr. Furse on Strategy Topics, Click Here 5 U.S. M&A Markets Defy Expectations 6 by Falling Sharply in 1H 2013 U.S. M&A markets during the first half of 2013 could best be described as hesitant. The availability and inexpensiveness of both debt and equity capital were not enough to dispel buyers’ concerns over rising costs of business and hints of Fed tapering. Coming into 2013, corporate cash balances and private equity dry powder totaled $2.45 trillion. It seemed the canons were loaded to continue 2012’s robust M&A markets into 2013, but the cumulative effect of tax hikes, increased healthcare costs, and whispers of Fed tapering contributed to uncertainty. Increased activity in credit markets was mostly misleading, as most debt issuances were used for refinancing rather than acquisition capital. The chart below and those on the following pages further the story on the first half of 2013. 1H U.S. M&A activity down 19.7% from 2H 2012, and down 13.6% from 1H 2012 despite record levels of corporate cash and private equity dry powder Deals below $100MM trending down significantly as a share of total M&A market Number of $2.5Bn+ deals have doubled since 2009 Top 5 industries during 1H 2013 comprised 80.5% of all M&A dollar volume: Technology, Energy, Healthcare, Consumer, and Industrials 1H '13 U.S. M&A Activity Was Slowest Start since 2009 6,000 4,690 5,000 # of Deals 4,000 4,918 5,191 4,826 4,828 5,191 4,169 3,950 3,425 3,000 2,000 1,000 0 1H 2009 2H 2009 1H 2010 2H 2010 1H 2011 Undisclosed Size EV - <$100MM EV - $500MM - $1Bn EV - $1Bn+ 2H 2011 1H 2012 2H 2012 1H 2013 EV - $100MM - $499MM EV = Enterprise Value Source: FactSet Mergerstat U.S. M&A Markets Defy Expectations 7 by Falling Sharply in 1H 2013 Valuations for Deals $10MM-$250MM Rise During 1H 2013 As Acquirers Compete Over Fewer Opportunities 9.0x Enterprise Value/EBITDA 8.5x 8.0x 8.0x 7.5x 7.5x 7.2x Rising multiples during the first half of 2013 were driven by the imbalance of acquirers to sellers The very active 4Q 2012 saw the exit of many of the market’s most eager sellers, leaving acquirers to compete for fewer deals in 1H 2013 Similar to the broader U.S. activity, a long term look at M&A in the Southeast1 shows a trend towards deals less than $10MM and greater than $100MM Florida, Georgia, and North Carolina are the Southeast’s most active M&A markets 7.7x 7.2x 7.0x 6.5x 6.0x 5.5x 5.0x 2010 2011 2012 1Q 2013 2Q 2013 *Excluding EV/EBITDA multiples >15x, media, telecomm and technology deals Southeast1 M&A Activity Has Steadily Declined Since 2011 1,000 15.7% % of Total Deals 80% 60% 25.1% 37.6% 40.1% 23.5% 31.0% 34.1% 35.1% 23.9% 37.6% 46.7% 34.8% 42.4% 33.9% 27.6% 31.6% 37.0% 40% 20% 35.2% 38.5% 27.9% 800 600 400 40.8% 0% 200 Total # of Deals 100% 0 1H 2010 2H 2010 1H 2011 2H 2011 1H 2012 2H 2012 1H 2013 Deals - EV < $10MM Deals - EV $10MM - $99MM Deals - EV > $100MM+ Total Deals [1] FL, GA, NC, SC, and TN Source: GFData, Pitchbook, Baird Capital Markets, Mergerstat Factset, S&P Capital IQ, & Quarton Partners U.S. Private Equity Deal Activity on 8 Track for Slowest Year Since 2009 1H 2013 Private Equity Activity Drops 28% from 1H 2012 Deals under $500MM in value dropped from 66% of total invested capital in 1H 2012, to 40% in 1H 2013 22% of all invested private equity capital during 2Q 2013 was generated by 3 megadeals $400 $360 2500 1,985 2000 $320 2,106 $280 1,807 $240 1500 $200 1,023 $160 1000 738 Though a moderate slowdown was expected after a fast-paced 4Q 2012, this is a surprising shortfall $120 $80 500 Average Deal Size ($MM) 3000 Average deal sizes continue to drift higher, rising another 9.5% to $189MM in 1H 2013 from 2012 # of Deals $40 0 $0 2010 2011 2012 1H 2012 1H 2013 Deals <$25MM Deals $25MM - $100MM Deals $100MM - $500MM Deals $500MM - $1Bn Deals $1Bn+ Average Deal Size ($MM) Equity Contributions Have Remained Stable Since 2011, Illustrating a Consistent Relationship Between Debt and Valuation Increasing proportions of senior debt and unchanged equity contributions compressed sub debt financings in 1H 2013 The trend of increasing appetite for leverage took a breather during 1H 2013, as total debt-to-EBITDA of 3.3x remains unchanged 4.0x 80% 35.5% 60% 12.6% 36.7% 36.5% 42.1% 15.9% 16.0% 10.8% 3.0x 51.9% 47.4% 47.5% 47.1% 2.5x 2010 2011 2012 1H 2013 3.5x 40% 20% 0% Equity 2.0x Sub Debt Senior Debt Total Debt/EBITDA Source: GFData, Pitchbook Average Total Debt/EBITDA % of Capital Committed 100% Despite Slow Start to 2013, Conditions Still Ripe for a Strong Finish in U.S. M&A Markets The environment is still promising for M&A markets to pick up and finish strong during the remaining months of 2013. There are still trillions in unallocated capital and a challenging domestic organic growth scenario remains for many industries. In particular, private equity funds will face pressure from investors to act as their portfolio companies continue to age. Average hold times and ages of private equity portfolio companies currently stand at an all-time high. Below are our opinions on what influenced the first half of 2013 and what will likely influence the second half. Drivers of U.S. M&A Activity 1H 2013 - Central Bank Easing - Geopolitical Landscape - Global Economic Environment - Regulation - Tax Increases + Operating Companies Executing Clear Strategies + Corporate Cash + Private Equity Dry-Powder + Stock Market Performance ± Credit Markets ± Domestic Economic Environment 2H 2013 - Geopolitical Landscape - U.S. Debt “Crisis” - Regulation - Tax Increases + Central Bank Easing + Corporations Making Acquisitions + Corporate Cash + Credit Markets + Private Equity Dry-Powder ± Domestic Economic Environment ± Global Economic Environment + Positive Impact on M&A - Negative Impact on M&A ± Neutral Impact on M&A We believe U.S. corporations will turn more attention to domestic acquisition opportunities as well. Though the domestic growth story remains lackluster, foreign markets have also lost some of their appeal after China released worse than expected economic numbers during the first two quarters. This combination makes domestic M&A an increasingly attractive option for growth strategies. In particular, look for large deals to drive increases in M&A dollar volume. 9 Southeast U.S. Merger and Acquisition 10 Transactions January to June 2013 Florida Deals Closed Seller (Division/Unit Sold) 2-Jan-13 Rexam plc /cosmetics, toiletries, and household care products/ 2-Jan-13 SEACOR Holdings, Inc. (Seacor Energy, Inc.) 2-Jan-13 Zenprise, Inc. 4-Jan-13 Water Place Group LLC Target City London Buyer Sun Capital Partners, Inc. Fort Par Petroleum Lauderdale Corp. Redwood City Miami Citrix Systems, Inc. Lakeside Villas Apartments LLC Golden Gate Capital Buyer City Target Business Description: Boca Raton Produces dispensing systems and make up packaging for the Cosmetic and Personal Care markets Denver Distributes renewable fuels and blendstocks Fort Develops and markets mobile management software Lauderdale Kendall $459.00 $14.00 $335.00 Operates a garden-style condominium community $15.20 Provides process chemicals and functional additives for the fertilizer, industrial minerals and asphalt industries $500.00 7-Jan-13 Snow Phipps Group (ArrMaz Custom Chemicals) Mulberry 7-Jan-13 AssuredPartners, Inc. (Benefit Concepts, Inc.) Lake Mary WageWorks, Inc. 8-Jan-13 Cytochroma, Inc. Markham OPKO Health, Inc. Miami Develops pharma treatments for those suffering from vitamin D insufficiency and secondary hyperparathyroidism $290.00 1-Feb-13 Xinergy Ltd. /Straight Creek & Red Bird Thermal Coal Mining/ Knoxville Miami Mines for coal $47.20 H.I.G. Capital Management, Inc. 4-Feb-13 Harris Corp. (Harris Broadcast Communications) Melbourne The Gores Group LLC 6-Feb-13 MDT Personnel LLC Clearwater TrueBlue, Inc. 8-Feb-13 IdeiasNet (Bolsa de Mulher SA) 12-Feb-13 Century Capital Management LLC (Digital Risk LLC) 19-Feb-13 Cross Country Healthcare, Inc. /Clinical Trial Services Div/ 20-Feb-13 Sun Capital Partners, Inc. (Lee Cooper Group Ltd.) 20-Feb-13 Channel Intelligence, Inc. Rio de Janeiro Maitland Batanga, Inc. MphasiS Boca Raton ICON PLC Miami Iconix Brand Group, Inc. Celebration Google, Inc. San Francisco EV Enterprise EV/ EV/ Value ($mm) Revenue EBITDA San Mateo Provides employee benefit administration and consultancy services Los Angeles Supplies hardware and software that creates, manages, transmits, distributes and monetizes video content Tacoma $17.00 $175.00 Operates as a temporary staffing provider $53.40 Coral Gables Provides women related information through Internet $22.83 Bangalore Provider of Risk, Compliance and Transaction Management Solutions Dublin Provides outsourcing services for clinical research $175.00 $55.75 New York Supplies licensed iconic denim brands $47.20 Mountain Provides online marketing and management services View $125.00 Transactions $10MM and Above Source: Mergerstat Jan 1, 2013 – Jun 30, 2013 Southeast U.S. Merger and Acquisition Transactions January January to to June June 2013 2013 Transactions 11 Florida Deals cont. Closed Seller (Division/Unit Sold) 1-Mar-13 Aurora Capital Group (NuCo2, Inc.) 4-Mar-13 Rayonier, Inc. /Wood Products Ops/ Target City Buyer Stuart Praxair, Inc. Jacksonville International Forest Products Ltd. Buyer City Target Business Description: Danbury Manufactures fountain beverage carbonation products Vancouver Operates sawmills Mako Resources LLC 6-Mar-13 Exponent Private Equity LLP (Dreams Ltd.) London Sun Capital Partners, Inc. Chantilly ACI Worldwide, Inc. New York Provides web and phone based financial technology services to financial institution $231.18 Bradenton Franklin Covey Co. Salt Lake Provides business consulting and City traditional sales training courses $12.70 Fidelity National Jacksonville Provides mobile financial services Information Services, Inc. $153.85 14-Mar-13 mFoundry, Inc. Larkspur Boca Raton Manufactures and retails beds and mattresses Landmark Apartment Trust of America, Inc. Richmond Operates a real estate investment trust engaged in residential property management $30.00 18-Mar-13 The Longaberger Co. Newark Computer Vision Systems Laboratories Corp. Boca Raton Manufactures hand-crafted wood products $20.31 31-Mar-13 Profesionales en Transacciones Electronicas SA Bogota ACI Worldwide, Inc. 4-Apr-13 Matariki Forestry Group Auckland 11-Apr-13 Zeno Office Solutions, Inc. Tampa 15-Apr-13 AW Solutions, Inc. 15-Apr-13 Regional One, Inc. Longwood Miami Rayonier, Inc. Xerox Corp. InterCloud Systems, Inc. Exchange Income Corp. Naples Provides electronic transaction processing services $11.40 Naples Operates hospitals $202.50 Jacksonville Carries forestry activities $60.00 Boca Raton Provides infrastructure services for the telecommunications industry $10.18 Transactions $10MM and Above Source: Mergerstat Jan 1, 2013 – Jun 30, 2013 1.43x 8.27x $308.08 Norwalk Provides copiers, printers, mailing and document management solutions Winnipeg Provides aircraft leasing, parts and services 9.50x $52.69 Tampa St. Petersburg Health Management Associates, Inc. 4.50x $100.00 15-Mar-13 Elco Holdings Ltd. (Landmark Residential Holdings) 1-Apr-13 Bayfront Health System, Inc. EV/ EBITDA $80.00 Tampa 12-Mar-13 Ninety Five 5 LLC Provides seafloor mineral exploration and controls mining licenses for offshore mineral deposits $1,100.00 5-Mar-13 Odyssey Marine Exploration, Inc. (Oceanica Resources S. de. R.L) 11-Mar-13 Online Resources Corp. Tulsa EV Enterprise EV/ Value ($mm) Revenue $80.00 2.53x Southeast SoutheastU.S. U.S.Merger Mergerand andAcquisition Acquisition 12 Transactions TransactionsJanuary Januaryto toJune June2013 2013 Florida Deals cont. Closed Seller (Division/Unit Sold) 17-Apr-13 API Technologies Corp. (3 Sensors Businesses) 25-Apr-13 AutoInfo, Inc. Target City Orlando Buyer City Buyer Measurement Specialties, Inc. Boca Raton Commonwealth Associates Group Holdings LLC Target Business Description: EV Enterprise EV/ EV/ Value ($mm) Revenue EBITDA Hampton Manufactures precision positioning sensing, temperature sensing and inertial measurement products $51.35 New York Provides logistics and freight management services $49.02 Sarasota Provides management and information technology support services to the healthcare industry 1-May-13 Diamond Castle Holdings LLC (Managed Health Care Associates, Inc.) New York Roper Industries, Inc. 1-May-13 SeniorTrust of Florida, Inc. (5 Skilled Nursing Businesses) St. Diversicare Healthcare Petersburg Services, Inc. Brentwood Owns and operates skilled nursing facilities $15.50 6-May-13 Mansfield Energy Corp. (Mansfield Gas Equipment Systems Corp.) Gainesville Clean Energy Fuels Corp. Seal Beach Operates compressed natural gas fueling stations $20.05 7-May-13 U.S. Imaging Solutions LLC (Tonertype LLC) 10-May-13 Florida Chemical Co. 22-May-13 Boyd Gaming Corp. (Dania JaiAlai) Tamps DEX Imaging Winter Haven Flotek Industries Las Vegas Dania Entertainment Center LLC 28-May-13 H.I.G. Capital Management, Inc. (Anvis Group GmbH) Miami Tokai Rubber Industries, Ltd. 30-May-13 Big Country Energy Services LP Brooks MasTec, Inc. 31-May-13 Advanced Materials & Services St. Charles HEICO Corp. Group (Reinhold Industries, Inc.) 6-Jun-13 C-Lift LLC Galliano SEACOR Holdings, Inc. Tampa $20.50 Produces bio-based products used in solvents, oil and gas chemicals, and fragrances $102.00 Hallandale Provides amusement and recreational services $65.50 Komaki Manufactures and supplies anti-vibration products for automotive driving dynamics, comfort, and road safety Coral Gables Provides pipeline construction services $173.55 0.65x 1.00x 10.30x 0.43x $128.27 Hollywood Manufactures custom composite components and sheet molding compounds $130.00 Fort Manufactures boat lifts Lauderdale $25.40 Cleveland Manufactures aircraft instruments $35.02 10-Jun-13 Aerosonic Corp. Clearwater TransDigm Group, Inc. 19-Jun-13 Continental/Rockbridge North Shore Hotel LP (Hyatt Place Pittsburgh-North Shore) Columbus Chatham Lodging Trust Palm Beach Owns and operates hotels and resorts $40.00 24-Jun-13 OnCure Holdings, Inc. Englewood Radiation Therapy Services, Inc. Fort Myers Provides management services and facilities to radiation oncology physician groups $125.00 Transactions $10MM and Above Source: Mergerstat Jan 1, 2013 – Jun 30, 2013 6.35x $1,000.00 Operates office supply stores/Provides commercial printing services Houston 0.18x 1.13x 8.18x Southeast U.S. Merger and Acquisition 13 Transactions January to June 2013 Georgia Deals Buyer 1-Jan-13 Hologic, Inc. (LIFECODES Business) Bedford Immucor, Inc. Norcross 9-Jan-13 KEH, Inc. Smyrna D Cubed Group LLC New York Dealer of photography products $26.60 0.80x 0.50x Closed Seller (Division/Unit Sold) Buyer City EV Enterprise EV/ Value ($mm) Revenue Target City Target Business Description: Sells molecular and antibody-based assays $85.00 15-Jan-13 Pergo AG Trelleborg Mohawk Industries, Inc. Calhoun Manufactures and distributes laminate flooring $150.00 21-Jan-13 LINPAC (Ropak Corp.) Fountain Valley Atlanta Produces rigid, plastic shipping containers $265.00 BWAY Corp. 31-Jan-13 NiSource, Inc. (Retail Services Business) Merrillville AGL Resources, Inc. Atlanta Provides warranty protection and energy efficiency leasing solutions $120.00 27-Feb-13 Parthenia Medical Group, Inc. North Hills ExamWorks Group, Inc. Atlanta Provides occupational health services $11.80 29-Mar-13 Ocwen Financial Corp. (FeeBased Businesses) 1-Apr-13 Aquilex LLC (Specialty Repair and Overhaul Business) Atlanta Norcross Altisource Portfolio Solutions SA Luxembourg Provides mortgage services $218.60 Azz, Inc. Fort Worth Provides maintenance, repair and revitalization services to the nuclear and fossil fuel power generation markets $250.00 1-Apr-13 Unitas Capital Pte Ltd. (Exego Group Pty Ltd.) Hong Kong Genuine Parts Co. Atlanta Supplies and resells aftermarket automotive parts and accessories 3-Apr-13 Genworth Financial, Inc. (Liberty Home Equity Solutions, Inc.) Richmond Ocwen Financial Corp. Atlanta Provides mortgage services Calhoun Develops, manufactures, and distributes ceramic tiles Atlanta Operates as a blank check company $175.01 Norcross Provides mobile tracking services $10.00 Chicago Provides value-added energy commodity supplies and procurement consulting services $20.00 3-Apr-13 Marazzi Group S.p.A. 12-Apr-13 Artemis Acquisition Corp. 17-Apr-13 TeleNav, Inc. (Enterprise Business) Modena Mohawk Industries, Inc. Philadelphia Sharewell Capital Group, Inc. Sunnyvale FleetCor Technologies, Inc. 1-May-13 AGL Resources, Inc. (Compass Energy Services, Inc.) Atlanta Integrys Energy Group, Inc. 2-May-13 Cox Enterprises, Inc. (4 Radio Stations) Atlanta Sinclair Broadcast Group, Inc. Hunt Valley Provides television broadcasting operations Transactions $10MM and Above Source: Mergerstat Jan 1, 2013 – Jun 30, 2013 EV/ EBITDA $1,142.86 0.94x 1.12x $22.00 $1,170.00 $99.00 1.40x 8.10x Southeast U.S. Merger and Acquisition 14 Transactions January to June 2013 Georgia Deals cont. Closed Seller (Division/Unit Sold) Target City Buyer City Buyer 2-May-13 Fulghum Fibres, Inc. Augusta Rentech, Inc. 3-May-13 Sofinim NV (Spano Invest NV) Antwerp Mohawk Industries, Inc. 24-Jun-13 Singapore Airlines Ltd. (Virgin Atlantic Ltd.) West Sussex Target Business Description: Los Angeles Provides contract wood chip processing services Delta Air Lines, Inc. EV Enterprise EV/ Value ($mm) Revenue EV/ EBITDA $112.00 Calhoun Holding company $168.26 Atlanta Operates airlines and tours $457.00 0.20x North Carolina Deals Closed Seller (Division/Unit Sold) Target City Buyer Buyer City Target Business Description: EV Enterprise EV/ Value ($mm) Revenue 22-Jan-13 Monarch Ventures (GroSocial, Inc.) Charlotte Infusionsoft, Inc. Gilbert Provides social media marketing services $25.00 22-Jan-13 ManageIQ, Inc. Mahwah Red Hat, Inc. Raleigh Provides enterprise cloud management and automation solutions $104.50 25-Jan-13 Kenactiv Innovations, Inc. Scottsdale Organic Plant Health, Inc. Charlotte Manufactures fiber products for commercial and industrial markets $17.15 31-Jan-13 FairPoint Communications, Inc. (Idaho Ops Charlotte Blackfoot Telecom Group, Inc. Missoula Provides telecommunications services $30.00 1-Feb-13 Patriot State Bank FuquayVarina CapStone Bank Raleigh Operates as a bank holding company $10.60 13-Feb-13 Nextreme Thermal Solutions, Inc. Durham Laird PLC London Designs & manufactures thermal and power management products $60.00 15-Apr-13 Solais Lighting, Inc. Stamford PowerSecure International, Inc. 16-Apr-13 Prodigy Diabetes Care LLC Charlotte OK Biotech Co., Ltd. Wake Forest Manufactures led lamps Hsinchu Manufactures and distributes glucosemonitoring medical devices Transactions $10MM and Above Source: Mergerstat Jan 1, 2013 – Jun 30, 2013 $14.95 $34.51 2.20x EV/ EBITDA Southeast U.S. Merger and Acquisition 15 Transactions January to June 2013 North Carolina Deals Cont. Closed Seller (Division/Unit Sold) 3-May-13 Atlantic Power Corp. (Path 15 Subsidiaries) 31-May-13 Baxano, Inc. Target City Boston Buyer City Buyer American Transmission Co. (Duke Energy Corp.) San Jose TranS1, Inc. Target Business Description: Charlotte Provides electric services Wilmington Develops and supplies medical devices 21-Jun-13 GrassRoots Biotechnology, Inc. Durham Monsanto Co. St. Louis Engages in discovery of genomic technologies for agricultural crops 24-Jun-13 Genstar Capital LLC (PRA International, Inc.) Raleigh London Provides outsourced research services to pharma, bitoech, and medical device industries Cinven Ltd. EV Enterprise EV/ EV/ Value ($mm) Revenue EBITDA $56.00 $26.64 2.83x $20.00 $1,300.00 Tennessee Deals Closed Seller (Division/Unit Sold) 7-Jan-13 SESAC, Inc. 25-Jan-13 Covenant Surgical Partners, Inc. 4-Mar-13 Total Quality, Inc. 14-Mar-13 Hostess Brands, Inc. (Drake's Brand) 29-Mar-13 Wallace Theater Corp II (Hollywood Theaters, Inc.) 30-Apr-13 Phoenix Capital Co. Ltd. (TEAC Corp.) 15-May-13 Gen Cap America, Inc. (Challenger Lifts, Inc.) Target City Buyer Nashville Rizvi Traverse Management LLC Nashville DFW Capital Partners Grand Haven Forward Air Corp. Irving McKee Foods, Inc. Buyer City Target Business Description: Birmingham Represents songwriters, and their right to be compensated for having music performed Teaneck Acquires and operates single and limitedspecialty ambulatory surgical centers EV Enterprise EV/ EV/ Value ($mm) Revenue EBITDA $800.00 5.60x $111.50 Greeneville Provides cold chain logistics services $71.00 Collegedale Produces snack cakes $27.50 1.30x Portland Regal Entertainment Group Knoxville Operates movie theaters $238.00 Tokyo Gibson Guitar Corp. Nashville Manufactures and distributes audio-visual equipment and computers $96.21 0.40x Snap-On, Inc. Kenosha Designs, manufactures, and distributes a comprehensive line of superior car lifts, jacks and auto lift accessories $38.00 0.80x Memphis Operates a network of behavioral healthcare facilities $34.00 Nashville 31-May-13 Universal Health Services, Inc. King of Prussia Strategic Behavioral (PEAK Behavioral Health Health LLC Services LLC) Transactions $10MM and Above Source: Mergerstat Jan 1, 2013 – Jun 30, 2013 19.00x 10.31x Southeast U.S. Merger and Acquisition 16 Transactions January to June 2013 South Carolina Deals Closed Seller (Division/Unit Sold) Target City Buyer 24-Jan-13 Park Place Corp. (Comfortaire Corp.) Greenville Select Comfort Corp. 25-Jan-13 USEC, Inc. (NAC International, Inc.) Norcross 27-Feb-13 Geomagic, Inc. Hitachi Zosen Corp. Morrisville 3D Systems Corp. Buyer City Target Business Description: Minneapolis Designs, manufactures and markets air and foam mattresses EV Enterprise EV/ EV/ Value ($mm) Revenue EBITDA $15.50 Osaka Provides specialized fuel management services $45.00 Rock Hill Develops & commercializes geometric modeling & inspection software solutions $55.00 Transactions $10MM and Above Source: Mergerstat Jan 1, 2013 – Jun 30, 2013 1.14x 17 Member FINRA/SBIC Watermark Advisors is a growth-focused investment banking & advisory firm. We are trusted advisors to C-suite executives and owners on diagnosing, designing, developing and executing growth plans so that our clients are better positioned and more profitable. The Watermark Paradigm Process is our unique platform to deliver deep functional expertise in certain critical areas of business. 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