Supply Chain Services Sector
Transcription
Supply Chain Services Sector
May 2015 Industry Update Jeff Burtelow +1 312 364 8651 [email protected] Supply Chain Services Sector Overview, Analysis, and Trends in the Supply Chain Services Industry -Logistics Overview -Specialty Distribution Overview -Selected William Blair Supply Chain Transactions -M&A Activity and Notable Industry Transactions -Public Comparable Companies Jason Sunderson +1 312 364 8752 [email protected] William Blair & Company Table of Contents Supply Chain Services Update .................................................................................................................................................................................................................. 1 William Blair Spotlight – Recent Logistics & Specialty Distribution Transactions ......................................................................................................... 6 Selected Supply Chain Transaction Execution.................................................................................................................................................................................. 7 Supply Chain Services Equity Research Coverage .......................................................................................................................................................................... 8 Supply Chain Services Contacts ............................................................................................................................................................................................................... 9 Logistics Sector Overview ....................................................................................................................................................................................................................... 10 Selected M&A Activity – Logistics ........................................................................................................................................................................................... 13 Recent Notable Logistics Transactions................................................................................................................................................................................. 14 Public Comparables – Annual EBITDA Multiples ............................................................................................................................................................ 17 Public Comparables by Sector .................................................................................................................................................................................................. 19 Logistics Industry Insights ......................................................................................................................................................................................................... 25 Specialty Distribution Sector Overview ............................................................................................................................................................................................ 28 Selected M&A Activity – Specialty Distribution ............................................................................................................................................................... 31 Recent Notable Specialty Distribution Transactions ..................................................................................................................................................... 32 Public Comparables – Annual EBITDA Multiples ............................................................................................................................................................ 34 Public Comparables by Sector .................................................................................................................................................................................................. 36 Specialty Distribution Industry Insights .............................................................................................................................................................................. 43 Key Economic Data ..................................................................................................................................................................................................................................... 45 Notes .................................................................................................................................................................................................................................................................. 51 Disclosures ...................................................................................................................................................................................................................................................... 52 Supply Chain Services Investment Banking Supply Chain Services Update William Blair & Company Supply Chain Services Update Macro Tailwinds and Compelling Dynamics Drive Strong Supply Chain Valuations As customers increasingly demand next-day delivery, one-stop-shopping, and omnichannel experiences, acquirers are aggressively pursuing logistics and specialty distribution providers that can address the needs of the new supply chain landscape. Driven by strong growth dynamics and macroeconomic tailwinds, 2014 saw strong M&A and capital-raising activity across supply chain services. In addition to solid economic expansion in the United States, increasing onshore manufacturing momentum, and growing customer demand for rapid fulfillment and delivery, the growth outlook for specialty distribution and logistics providers is further bolstered by increased outsourcing, heightened demand for greater supply chain visibility, and the on-going globalization of supply chains. While specialty distribution and logistics are typically thought of as two distinct industry segments, in an era of increasing supply chain integration and globalization, traditional lines have been blurred and a number of companies are providing more integrated service offerings spanning both segments to their customers. In addition, similar macroeconomic and industry-specific dynamics impact both specialty distribution and logistics, and so, as a result, are relevant to highlight in a combined report. These forces led to robust M&A activity and strong valuations in 2014 and YTD 2015 as strategic acquirers and financial sponsors aggressively sought exposure to higher-growth business models, attractive end markets and broader value-added services across the supply chain ecosystem. In both segments, recurring themes of diversification and integrated service offerings are driving acquisition activity, whether across end markets, geographies, or distinct components of the supply chain. In 2014, approximately 550 supply chain service M&A transactions were completed, representing more than $125 billion in aggregate value. Transaction volume increased by 6.8%, as the logistics sector exceeded its long-term average M&A activity level for the first time since 2011. Beyond the macroeconomic tailwinds and higher-level trends that are fueling growth in supply chain services as a whole, there are several more-nuanced, end-market-specific dynamics that are driving M&A activity in specialty distribution and logistics. In this report, we examine the themes that are shaping the deal-making landscape in these sectors. Logistics Third-party logistics providers (3PLs) play a critical and growing role in the global supply chain. Although less than 10% of logistics services are outsourced today, the 3PL market already exceeds $500 billion globally. Given the compelling value proposition of outsourcing relative to maintaining an in-house logistics function, and the increasing pace at which technology advances are transforming the supply chain, we expect the U.S. 3PL industry to expand two to three times faster than global GDP growth over the next 10 years. $142 $146 North America & U.S. 2011 2012 Source: Armstrong & Associates, Inc. $40 $44 $45 2013 Europe South America Source: Armstrong & Associates, Inc. Supply Chain Services Investment Banking Supply Chain Services Update 1 $154.0 $146.4 $141.8 $133.8 $127.3 $113.6 $103.7 $89.4 $76.9 $156 $158 $71.1 $160 $65.3 $176 96'-14' CAGR: 9.4% 2-3x GDP Growth $56.6 U.S. $160 $171 $134 Asia Pacific 7% $45.3 $256 (1%) $39.6 $236 $191 5% $34.2 11’-13’ CAGR: 16% $119.0 ($ in billions) $30.8 ($ in billions) $127.0 U.S. 3PL 1996-2014 $107.1 Global 3PL Market Growth William Blair & Company In this broader growth story, there are several distinct industry trends that are driving business performance and M&A activity in the logistics market: • Adding multi-modal solutions, end markets, and geographies: A primary driver of strategic acquisitions in logistics over the past year has been the desire for companies to generate growth by expanding their multi-modal solutions offering or increasing exposure to attractive end markets and geographies. Logistics providers are looking to win a larger share of their customers’ wallets by positioning themselves as one-stopshops, offering logistics capabilities across the spectrum of transportation modes (e.g., over the road freight brokerage, intermodal, freight forwarding, value-added warehousing and distribution, reverse logistics, etc.) and serving customers in multiple geographies and end markets. The need to expand its intermodal capabilities was the driving force behind XPO’s $335 million acquisition of Pacer in early 2014. The benefits of offering a broader portfolio of logistics services apply not only to the form of transportation but also to the direction of product movement. As e-commerce continues to reshape the retail experience (more on this later), reverse logistics is becoming an increasingly important factor in the logistics equation. FedEx’s December 2014 acquisition of Genco, which specializes in handling product returns, was designed to help FedEx better serve the needs of e-commerce players that experience high return rates. • M&A SPOTLIGHT: SATELLITE LOGISTICS Reverse-logistics capabilities and access to North American beer market drive outstanding outcome Several of the primary forces that are shaping the logistics deal-making environment contributed to the premium outcome William Blair & Company helped Satellite Logistics Group achieve in its sale to JF Hillebrand. • • • Reverse logistics: Aggregating demand across more than 140 beer brands, Satellite increased the speed and efficiency of delivering empty kegs to its brewer customers. Attractive end market: Satellite’s broad client base of beer brands served as the perfect complement to Hillebrand’s strength in wine and spirits. Access to North America: Satellite’s strong U.S. presence gave Germany-based Hillebrand enhanced scale and penetration in North America. Strategic acquirers have also been very aggressive in obtaining growth in attractive end markets and regions. France-based Norbert Dentressangle acquired Des Moines, Iowa-based Jacobson Companies in July 2014. The $750 million transaction gave Norbert a strong foothold in a U.S. market, which has more attractive growth prospects than Europe. C.H. Robinson’s acquisition of Freightquote.com in December 2014 for $365 million greatly enhanced C.H. Robinson’s ability to serve small and midsize businesses, as well as providing a more robust online platform and improving service delivery. Same-day delivery, omnichannel experience, and other ecommerce repercussions: Not to put too fine a point on it, but any aspect of the supply chain that touches e-commerce is likely to have a compelling growth dynamic. As e-commerce continues to create new opportunities and challenges in supply chain, strategic acquirers are pursuing companies that can facilitate the shift toward localized fulfillment, enhanced online consumer experiences, and same-day delivery facilitated by multi-modal logistics coordination. Amazon’s aggressive push toward same-day delivery and regional fulfillment is forcing eBay, other online retailers, and smaller, traditional retailers to keep up. This push, in turn, has created more demand for outsourced logistics providers that can help retailers meet consumers’ new expectations for faster delivery and make the product-return experience painless. To compete more effectively with online competitors, many traditional retailers have begun embracing omnichannel strategies, where physical stores serve as hyper-local warehouses that can stock product and deliver directly to consumers. This omnichannel trend places increased importance on technology which allows for heightened visibility, integration, and better inventory management across the supply chain. Supply Chain Services Investment Banking 2 Supply Chain Services Update SUPPLY CHAIN VALUATION DRIVERS What buyers look for when deciding what a logistics or specialty distribution company is worth With supply chain transactions, there is no single factor that consistently emerges as the primary driver of the target company’s valuation. Instead, bidders’ decisions are based on a confluence of the following factors: • • • • • • • Size and growth dynamics of addressable end markets Role in the supply chain Value proposition for customers and suppliers Strength, consistency, and diversity of customer and supplier bases Breadth of value-added services Strength and depth of management team Organic and acquisition growth opportunities William Blair & Company • • Addressing the talent gap: The decentralization of distribution networks and increased “on-shoring” of U.S. manufacturing have created a shortage of skilled and semiskilled workers in supply chain services. Manufacturers and distributors can no longer rely on a single central U.S. location to service the entire country, which results in three and sometimes four day deliveries, resulting in new facilities and new jobs. This shortage of truck drivers, forklift operators, warehouse employees, and other skilled and semi-skilled transportation and logistics workers has been particularly acute in the South and other regions where companies are rapidly adding new manufacturing and distribution facilities. EmployBridge’s ability to help transportation and logistics companies address this talent gap is what made it such an attractive acquisition target for Select Staffing. William Blair advised EmployBridge on the $410 million transaction, which closed in February 2015. Human capital in the white collar ranks has been an important driver of logistics M&A as well. Given the relationship-based nature of sales and the complex coordination required to manage a diversified supply chain, logistics companies have traditionally found it difficult to expand their sales forces and talent pool organically to new regions. As a result, 3PL providers such as Echo Global Logistics often use acquisitions as a tool for expanding the breadth and depth of their sales force and services and client bases. M&A SPOTLIGHT: EMPLOYBRIDGE Differentiated and unique value-added flexible workforce services merger delivers favorable outcome for supply chain end markets. William Blair’s advised on EmployBridge’s merger with Select Staffing, which brought together the two largest U.S. human capital management companies that provide skilled light industrial personnel to specialized supply chain, logistics and transportation verticals:. • • • Specialized services and branding: unique brands tailored to each of the vertical specialties to address industry-specific skill sets, ensuring delivery of the highest-qualified candidates for specific positions Favorable sector tailwinds: resurgence of U.S. manufacturing, regionalized fulfillment, and truck driver scarcity contributes significant momentum to the company’s core supply chain brands Efficient delivery model: ability to utilize state-ofthe-art IT/CRM tools and centralization of nonvalue add functions to drive operating leverage and margin expansion Impact of Lower Oil Prices: Another trend we are watching closely is the impact of lower oil prices on the logistics industry. As the U.S. energy industry rapidly expanded over the past decade, an entire specialized ecosystem and infrastructure had to develop alongside North America’s shale basins. Whether trucking in heavy equipment for drilling or investing in rail access for movement of finished products, energy companies’ demand for outsourced transportation and logistics services has skyrocketed. We have seen the industry’s ability to rapidly respond to the growing demands of the U.S. energy boom. Now it will be interesting to see how quickly these specialized providers adapt to lower oil prices and potentially depressed energy related logistics activity. Whether we see widespread consolidation and contraction in the space depends largely on whether today’s oil prices represent a temporary dip or a new long-term reality. Regardless, given current production levels and pent up demand for infrastructure resulting from years of investment in wells which outpaced the development of adequate oil and natural gas transport and pipeline services, the energy industry will continue to be an important driver of logistics activity. Supply Chain Services Investment Banking Supply Chain Services Update 3 William Blair & Company Specialty Distribution Many of the economic trends that are fueling growth and M&A activity in the logistics industry are playing out on the distribution side of the supply chain as well. This growth dynamic and the attractive financial attributes of distribution businesses (e.g., assetlight, high free cash flow, and high return on invested capital) are being reflected in the valuations these companies receive through competitive sales processes. Three or four years ago, high-quality distribution companies would typically achieve multiples of 8x to 9x EBITDA. Today, these companies are regularly receiving valuations of 10x or more as evidenced by the following table. M&A Multiples – Specialty Distribution ($ in billions) 15.0x 10.0x Median: 10.4x 9.3x 12.3x 10.9x 8.7x 10.7x 2007 2008 5.0x 0.0x 2004 Source: Dealogic. 2005 2006 5.7x 2009 7.5x 2010 9.0x 10.4x 10.6x 11.7x 2011 2012 2013 2014 Within this attractive environment for specialty distribution companies, business performance and acquisition strategies are often driven by several trends: • • • Expansion of product portfolios and geographic reach: As a whole, the specialty distribution industry enters 2015 with strong momentum and macroeconomic tailwinds. Many specific end markets, however, are seeing only modest secular growth, which is causing players in these sectors to seek to acquire growth by expanding their product portfolios and geographic reach. This dynamic was certainly at work in one of our distribution transactions that we completed in 2013 – KODA Distribution Group’s (KDG) acquisition of herbicide and insecticide distributor Specialty Professional Products (SPP). SPP provided KDG with a leading platform in new end markets, including mosquito control, forestry, range and pasture, and specialty agriculture, and helped to diversify KDG’s overall end-market mix. Mitigating the “Amazon threat” through multichannel sales and service: The need to develop broader digital strategies represents both a threat and an opportunity for specialty distributors. Although AmazonSupply.com’s encroachment of the traditional MRO market has not progressed as rapidly as many initially predicted, customers are demanding enhanced multichannel sales and service, including online functionality, rapid fulfillment capabilities, and 24/7 customer service. The new multichannel environment has helped to expand customers’ perception of value beyond just price. Technical support, value-added services, dedicated sales efforts, and IT security are more important than ever to customers. In the Excelligence and Flinn sale processes, bidders closely evaluated Excelligence’s and Flinn’s ability to combat the e-commerce threat by maintaining direct customer relationships and providing a compelling suite of value-added services such as technical support, kitting, multimedia reference materials, as well as maintaining proprietary products and brands not available through other channels. Strengthening customer retention through deeper and broader product categories: As customers look to streamline their operations and coordinate with fewer vendors, the ability to be a “one-stop-shop” is an increasingly important element of customer retention for specialty distributors. As a result, acquirers are seeking “best-of-breed” companies that can dominate specific niche markets through brand awareness and reputation, expansive product portfolios, and deep selection. In our recent completed specialty distribution transactions, buyers have valued consistent product level performance over time and have paid close attention to the depth and sustainability of the target’s SKUs. Excelligence’s and Flinn’s ability to position themselves as the go-to, one-stop distributor in their respective education end markets with strong awareness and brand recognition built over decades, and to demonstrate the power of their proprietary products and categories, were critical factors in the premium valuations that these companies received. Supply Chain Services Investment Banking 4 Supply Chain Services Update William Blair & Company Outlook for 2015: Strong Tailwinds and Continued Blurring of Lines We expect the robust M&A and capital-raising activity in supply chain services to continue in 2015. Strategic acquirers, financial sponsors, and investors will continue to aggressively pursue high-quality companies that are well positioned relative to the strong macroeconomic tailwinds and industry-specific dynamics previously described. We also expect to see a continued blurring of the lines that have traditionally defined supply chain services. Whether this takes the form of Amazon playing the role of both retailer and logistics provider, traditional forward logistics companies expanding their reverse logistics capabilities, or retail storefronts acting more and more like regionalized distribution centers, the traditional lines of demarcation and separation in the space are becoming less relevant every day. In this dynamic environment, we are committed to helping companies evaluate their strategic opportunities for growth and liquidity. If you have any questions about what these trends mean for your company, please do not hesitate to contact us. Jeff Burtelow Jason Sunderson Managing Director Head of Supply Chain Services [email protected] +1 312 364 8651 Director Supply Chain Services [email protected] +1 312 364 8752 Supply Chain Services Investment Banking Supply Chain Services Update 5 William Blair & Company William Blair Spotlight – Recent Logistics & Specialty Distribution Transactions • • has been acquired by • Feb 2015 2015 • • has been acquired by • B R E N T W O O D A S S O C I AT E S P R I V A T E E Q U I T Y I N V E S T M E N 2014 T S • • Senior Secured Notes 2014 • • • has been acquired by 2014 • • • has been acquired by 2013 • • • has been acquired by 2013 • • • has been acquired by 2013 • William Blair represented Employbridge, a portfolio company of Morgan Stanley Private Equity and Constitution Capital Partners, in connection with its sale to Select Staffing, Inc. Employbridge provides specific staffing solutions, human resource services, and workforce management strategies to warehousing/logistics, transportation, and manufacturing markets Select Staffing, formally known as Eastern Staffing, offers workforce management services, including recruiting, screening, payroll and time attendance management, on-site supervision, and specialty staffing solutions William Blair represented Excelligence Learning Corporation, a portfolio company of Sterling Investment Partners, in connection with its sale to Brentwood Associates Excelligence is a leading value-added, multi-channel distributor of educational products to the large and growing early childhood and elementary markets Brentwood Associates is a private equity investment firm with over $1.2 billion assets under management who invests in leading middle-market, growth-oriented consumer businesses William Blair represented Encore Repair Services in connection with its senior secured notes debt investment by Falcon Investment Advisors Encore Repair Services is a leading provider of global reverse logistics and aftermarket supply chain solutions for handheld electronic devices such as smartphones, tablets and MP3 players. Encore has operations across the globe including in the U.S., Vietnam, China, Hong Kong and the Middle East Falcon Investment Advisors is a private equity firm that invests subordinated debt and equity capital in leading middle market companies William Blair represented Flinn Scientific in connection with its sale to Windjammer Capital Investors Flinn Scientific is the industry-leading specialty distributor and provider of unique value-added products, services, and resources to the K-12 and post-secondary educational science supplies market Windjammer Capital Investors invests in leading middle-market companies and supports management in their initiatives to grow earnings and build shareholder value. The firm currently has approximately $2 billion assets under management William Blair represented Satellite Logistics Group, a portfolio company of Morgenthaler Private Equity, in connection with its sale to JF Hillebrand Satellite Logistics Group is a category-creating provider of non-asset-based logistics and supply chain management services to the North American beer and beverage market JH Hillebrand is a leading global provider of logistics management solutions to the beer and beverage industry William Blair represented Specialty Professional Products, a portfolio company of Calvert Street Capital Partners, in connection with its sale to KODA Distribution Group, a portfolio company of Audax Group Specialty Professional Products is a value-added distributor of highly specialized herbicide and insecticide products used in the forestry, industrial vegetation management, range and pasture, aquatics, and mosquito control markets KODA Distribution Group is a leader in specialty chemicals distribution, serving customers in the coatings, adhesives, and sealants industries, as well as construction, home care, and industrial markets William Blair represented EFC International in connection with its sale to Quad-C Management EFC is an industry-leading, value-added specialty distributor providing specialty fastening, clamping and electrical components primarily to the industrial OEM marketplace Quad-C Management is a private investment firm who partners with owners and entrepreneurs of wellestablished, middle-market businesses for growth and equity opportunities for management teams Supply Chain Services Investment Banking 6 William Blair Spotlight – Recent Logistics & Specialty Distribution Transactions William Blair & Company Selected Supply Chain Transaction Execution Follow-on Offering & Initial Public Offering Apr 2015 Oct 2009 3PL Provider has been acquired by Feb 2015 has been acquired by STIRLING SQUARE Jan 2015 CAPITAL PARTNERS has been acquired by B R E N T W O O D A S S O C I AT E S P R I V A T E Dec 2014 E Q U I T Y I N V E S T M E N T S Senior Secured Notes Dec 2014 Follow-on Offerings & Initial Public Offering December 2014 HR Services to Supply Chain Industry Medical Products Distributor Educational Products Distributor Reverse Logistics and After Market Services Environmental Services and Logistics Sale of minority equity stake & debt recapitalization has been acquired by has been acquired by has been acquired by has been acquired by Nov 2014 October 2014 Jun 2014 May 2014 Follow-on Offering & Initial Public Offering Industrial Distributor Beer / Beverage Logistics Services IT Supply Chain Services Science Educational Supplies Distributor Wheel & Tire Distributor Optical Products Distributor Recapitalization has been acquired by has been acquired by has been acquired by November 2013 September 2013 September 2013 June 2013 May 2014 & June 2013 November 2013 Follow-on Offering & Initial Public Offering has been acquired by May 2013 April 2013 Pharma / Med Device Logistics Mobile Refueling Services Specialty Chemicals Distributor Container / Cargo Terminal Services Aerospace Parts Distributor Specialty Fastener Distributor Follow-on Offerings & Initial Public Offering has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by PVF Distributor February 2013 Specialty Roofing Distributor December 2012 Retail Logistics Management October 2012 T&L Industry Enterprise Software October 2012 Optical Products Distributor May 2011 Marine Vessel Operator has been acquired by has been acquired by has been acquired by has acquired has been acquired by August 2010 January 2010 October 2007 May 2005 MAY 2007 Follow-on Offering & Initial Public Offering March 2013 a subsidiary of Cold Chain Logistics Specialty Surgical Products Distributor IT Services / Products Distributor Industrial Distributor Landscape Equipment Distributor Mar 2007 & Jun 2006 Wire & Cable Distributor Supply Chain Services Investment Banking Selected Supply Chain Transaction Execution 7 William Blair & Company Supply Chain Services Equity Research Coverage Transportation and Logistics Nate Brochmann, CFA +1 312 364 5385 [email protected] Specialty Distribution SM Ryan Merkel, CFA +1 312 364 8603 [email protected] To receive research materials on any of the companies or sectors above please contact Lenora Harris ([email protected]). Supply Chain Services Investment Banking 8 Supply Chain Services Equity Research Coverage William Blair & Company Supply Chain Services Contacts North America Jeff Burtelow Jason Sunderson Education: Education: Managing Director Head of Supply Chain Services Director Supply Chain Services Chicago (MBA), St. Louis (BS) Harvard (MBA), Harvard (BA) Contact Info: [email protected] +1 312 364 8651 Contact Info: [email protected] +1 312 364 8752 Matthew B. Gooch Matthew M. Zimmer Education: Education: Joined Blair: 2004 Joined Blair: 2008 Europe Managing Director Managing Director Chicago (MBA), Emory (BA), CFA Columbia (MBA), Notre Dame (BA) Contact Info: [email protected] +44 20 7868 4502 Contact Info: [email protected] +44 20 7868 4478 Joined Blair: 2007 Joined Blair: 2000 Supply Chain Services Sector Coverage Transportation and Logistics Services Specialty Distribution • Third party logistics (3PL) • Intermodal services • Value-added warehousing and distribution • Rail services • • • • • • • • Freight forwarding • Reverse logistics / returns management • Supply chain management • Marine Services • • Industrial MRO Building products & construction Aerospace Transportation & heavy equipment Technology Specialty chemicals Energy / oil & gas Niche-end markets Supply Chain Services Investment Banking Supply Chain Services Contacts 9 Logistics Sector Overview William Blair & Company Logistics Sector Overview The logistics sector has experienced strong historical growth over the past 5 years, particularly in asset-light segments such as third-party logistics (3PL), reflecting a continued outsourcing trend toward increased use of third-parties to manage transportation and logistics needs. With technological advances driving interconnectivity of the supply chain, it is more important now than ever before for companies to maintain competitiveness by efficiently managing their cost structure and optimizing transportation and freight expenses. 3PL firms provide a compelling alternative to maintaining individual relationships with carriers and service providers, leveraging scale and direct access to a vast network of transportation providers across a variety of modes to provide significant savings and benefits to customers. In contrast to traditional carriers, 3PLs are non-asset or asset-light business models, contracting the actual movement of goods to third parties while minimizing the need for significant investment and capital expenditures. This segment has been one of the fastest growing logistics segments, with a 9.4% CAGR since 1996, and is now sized at $146.4 billion in revenue in the U.S. alone. Underpinning the success of these 3PLs is a network of U.S. transportation and freight carriers that has grown to a market size of $653 billion. Trucking remains the largest transportation services segment and most commonly used mode of freight movement. However intermodal service providers, which can utilize Truck Load (TL) / Less than Truck Load (LTL) as well as rail, air and shipping carriers, can offer more efficient and cost-effective solutions for the movement of goods both in the U.S. and internationally. We have seen a strong trend in recent M&A activity toward acquiring additional diversified capabilities to create integrated, multi-modal solutions, such as XPO acquiring 3PD for last mile logistics, Pacer International for intermodal, New Breed for value-added warehousing / distribution and reverse logistics, and Norbert Dentressangle for significant international scale and reach. While historically most transportation management and logistics services were focused on the forward movement of goods, from manufacturer to retailer to customer, reverse logistics management is becoming an increasingly important component of supply chain optimization. Trends such as the rise of e-commerce and online purchasing and more rapid obsolescence of electronic devices has driven sharp growth in the volume of aftermarket returned, recycled and retired goods. For example, the ease of purchases and returns at online apparel retailers facilitates consumers’ buying multiple sizes, colors, and styles of products simultaneously, knowing that all but one will be immediately returned. In the electronics segment, reverse logistics has evolved from the recycling and refilling of spent printer cartridges to the repair, rebuilding and reselling of smartphones and tablets, spawning a growing international aftermarket for the sale of refurbished devices. FedEx’s recent acquisition of GENCO demonstrates the strong interest with which larger, more traditional forward carriers are adding reverse logistics services to expand their breadth of coverage of the supply chain. In addition, Encore Repair Services debt financing from Falcon Investment Advisors to support the Company’s growth initiatives represents recent activity in the reverse logistics and aftermarket services industry. M&A activity in logistics remained strong in 2014, generating 119 closed transactions, representing $18.9 billion in aggregate transaction value. This represented a 14.4% increase in transaction volume over 2013 metrics and exceeds the median of the past 10 years. Asset-light and intermodal were the two largest segments by both volume and value, highlighting both financial sponsor interest in higher ROIC, less-capital-intensive business models, as well as strategic interest in expanding breadth of services and geographic coverage in the interest of developing more compelling multimodal solutions. The outlook for 2015 remains strong within logistics and transportation management, and we expect many of the themes and trends highlighted above to continue. Supply Chain Services Investment Banking 10 Logistics Sector Overview William Blair & Company Transportation & Logistics Market Sizing U.S. Freight Transportation Market $653 Billion Truckload $127.0 Billion Rail Intermodal $70.9 Billion Less-than-Truckload $55.0 Billion Outsourced 3PL Market $146.4 Billion Dedicated Contract Carriage $12.0 Billion Domestic Transportation Management $49.2 Billion International Transportation Management $46.2 Billion Warehouse / Distribution Software $35.9 Billion $3.1 Billion Source: Armstrong & Associates, Freedonia. Note: 3PL market size based on 2013 Gross Revenue; U.S. freight transportation market size based on 2012 data. US 3PL Market 1996-2014E ($ in billions) $180 2 – 3x GDP Growth $160 $140 $120 $100 $80 $60 $40 $20 $30.8 $34.2 $39.6 $45.3 $56.6 $65.3 $71.1 $76.9 $89.4 $103.7 $113.6 $119.0 $127.0 $107.1 $127.3 $133.8 $141.8 $146.4 $154.0 $0 Source: Armstrong & Associates. Supply Chain Services Investment Banking Logistics Sector Overview 11 William Blair & Company Logistics M&A Market Summary M&A Deal Volume – Transportation & Logistics 150 100 117 114 105 2004 2005 2006 140 130 2007 2008 50 0 Source: Dealogic as of January 2015. 83 2009 121 106 2010 2011 Median: 114 119 111 104 2012 2013 2014 M&A Deal Value (Aggregate Transaction Size) – Transportation & Logistics ($ in billions) $50.0 $40.4 $40.0 $30.0 $20.0 $10.0 $0.0 $21.3 $13.6 2004 2005 2006 Source: Dealogic as of January 2015. $36.4 $36.1 $12.5 2007 2008 2009 $25.7 2010 $38.5 2011 Median: $23.0 $22.9 $23.4 2012 2013 $18.9 2014 M&A Multiples – Transportation & Logistics ($ in billions) Source: Dealogic as of January 2015. M&A Deal Volume by T&L Sector LTM, EV >$50 million 11.4% 18.2% 29.5% 20.5% 20.5% Source: Dealogic as of January 2015. Supply Chain Services Investment Banking 12 Logistics Sector Overview M&A Deal Value by T&L Sector LTM, EV >$50 million (Aggregate Transaction Size) Intermodal TL Asset-Light Integrator LTL 22.1% 37.4% Source: Dealogic as of January 2015. 18.2% 11.1% 11.2% Intermodal TL Asset-Light Integrator LTL William Blair & Company Selected M&A Activity – Logistics Selected Logistics Transactions ($ in millions) Date Announced 04/28/15 Target Norbert Dentressangle SA 04/07/15 TNT Express 04/21/15 02/24/15 Command Transportation Freightliner Group Ltd. 02/18/15 Toll Holdings Limited (ASX:TOL) 02/09/15 UX Specialized Logistics 02/17/15 APL Logistics 12/15/14 GENCO 08/11/14 Active Aero Group Inc. 12/01/14 07/31/14 07/29/14 07/24/14 06/02/14 Freightquote.com Jacobson Holding Company New Breed Holding Company Contrans Group Inc Target (Unit Sold) / Business Description Provider of contract logistics, freight brokerage, and forwarding services Largest privately held truckload brokers and non-asset based provider Provides express delivery services to businesses and consumers worldwide Rail freight services for blue-chip organizations Forwarding, express, and logistics services Air and ocean freight forwarding Logistics services and single-item B2C delivery Third party logistics company Operates as an online freight shipping brokerage Expedited transportation management services Warehousing and logistics services Contract supply chain management solutions Freight transportation services Transport Corp of America Inc Truckload carriage and logistics services Buyer XPO Logistics, Inc. (NYSE: XPO) Echo Global Logistics (NASDAQ: ECHO) $4,800.0 Japan Post Holdings $6,485.6 Genesee & Wyoming Kintetsu World Express XPO Logistics, Inc. (NYSE:XPO) FedEx Corp (NYSE: FDX) CH Robinson Worldwide Inc. (NASDAQ: CHRW) Roadrunner Transportation Systems, Inc. (NYSE:RRTS) Norbert Dentressangle XPO Logistics, Inc. (NYSE: XPO) TransForce Inc (Canada) TransForce Inc (Canada) Unitrans International Corporation Airfreight services, including express and Roadrunner Transportation door-to-door Systems, Inc. (NYSE:RRTS) 01/06/14 Pacer International, Inc. (NasdaqGS:PACR) Asset-light transportation and logistics service 11/11/13 Gordon Trucking, Inc. Truckload transportation and management services 12/10/13 08/16/13 06/23/13 05/28/13 11/01/12 08/01/12 02/23/11 Haas Group International Inc. Chemical management and product distribution Wesco Aircraft Holdings, Inc. (NYSE: WAIR) Landstar SCS XPO Logistics, Inc. (NYSE: XPO) 3PD, Inc. (XPO Last Mile) Integrated transportation management solutions Last-mile logistics solutions Clal Industries Ltd. (TASE:CII) Transportation, infrastructure, and logistics service Transplace Third party logistics and technology services Caterpillar Logistics (Neovia) Logistics and distribution services of mining equipment Phoenix International Dynamex Inc. Marine services contractor and underwater operations Same-day logistics and outsourced transportation $420.0 FedEx Corp (NYSE: FDX) 03/14/14 02/28/14 Enterprise Value $3,530.0 XPO Logistics, Inc. (NYSE:XPO) Heartland Express, Inc. (NasdaqGS:HTLD) XPO Logistics, Inc. (NYSE:XPO) Access Industries, Inc. Greenbriar Equity Group CH Robinson Worldwide Platinum Equity TransForce $768.0 Enterprise Value/LTM Revenue 0.62x EBITDA 10.5x 0.60x 27.9x 0.75x 1.00x 11.9x 0.52x 7.2x 0.75x $2,000.0 1.25x $365.0 $115.0 $750.0 $615.0 $590.4 $310.0 $55.5 $706.7 NA 0.9x $1,200.0 $59.0 11.5x 15.0x 9.8x 0.59x 10.7x 0.90x 9.8x 0.43x 1.00x 8.0x 8.0x 1.07x 13.0x 0.66x NA 0.89x NA 6.3x NA $336.5 0.30x 11.9x $321.4 0.74x 5.0x $2,285.9 1.31x $87.0 $365.0 $350.0 NA 1.14x 10.1x NA 11.7x 1.07x 6.0x $635.0 0.79x $226.3 0.54x $750.0 7.5x 8.9x 12.5x 10.8x Mean 0.81x 10.6x Median 0.75x 10.0x Sources: Capital IQ, MergerMarket, and William Blair data. Supply Chain Services Investment Banking Selected M&A Activity – Logistics 13 William Blair & Company Recent Notable Logistics Transactions Date: 04/07/15 Target: Hoofddorp, Netherlands Key Metrics: Implied Enterprise Value ($M): EV/LTM Revenue: EV/LTM EBITDA: $4,800 0.60x 27.9x Observations/Rationale: TNT Express provides courier global express distribution, logistics and international mail service of parcels and freight. The Company supports businesses and consumers across the globe by delivering nearly one million shipments per day. TNT picks up, transports, delivers documents, parcels, and palletized freight, and offers supply chain solutions. The company operates road and air transportation networks in Europe, the Middle East, Asia, Australia, and South America, with a fleet of 54 aircrafts. • • • • Date: 12/15/14 Target: Pittsburg, PA Key Metrics: Implied Enterprise Value ($M): EV/LTM Revenue: EV/LTM EBITDA: $2,0000 1.25x 9.8x Memphis, TN The transaction would extend FedEx’s presence in a fragmented and growing European marketplace, as well as small parcel delivery With TNT, FedEx will tie UPS for the No. 2 European position behind market leader DHL; the two networks should overlap well given TNT's strong ground presence with FedEx's better air express capabilities Synergies will likely come from efficiency and productivity improvements as well as scale and density benefits that would lower its overall cost per package, rather than significant headcount or facility reductions Genco operates as a third party logistics company, providing transportation logistics, damage research, and sustainability services in North America and internationally. The Company offers product lifecycle services, which include inbound logistics, warehousing and distribution, contract packaging and managed transportation, fulfillment, returns processing and disposition, and systems integration. Genco also offers test, repair, and refurbishment services, product liquidation, and recycling management. End markets for Genco include consumer and industrial manufacturers, retailers, technology companies, healthcare services providers, and the U.S. government. • • Acquirer: TNT’s small to medium-sized client base in the industrial, automotive, high-tech, and healthcare industries, gives FedEx a new channel for growth • • Allows FedEx to further expand its e-commerce business and related reverse logistics processes Bolsters FedEx’s global service portfolio through the addition of new best in class supply chain management services The customers of both companies will benefit from the broadened capabilities and robust new combined services The asset-light acquisition expands FedEx’s service offerings without a significant infrastructure investment in transportation equipment Sources: Capital IQ, MergerMarket, Press Releases, and Publicly Available Information. Supply Chain Services Investment Banking 14 Recent Notable Logistics Transactions William Blair & Company Date: 04/28/15 Target: Lyon, France Key Metrics: Implied Enterprise Value ($M): EV/LTM Revenue: EV/LTM EBITDA: $3,530 0.62x 10.5x Observations/Rationale: Norbert Dentressangle provides transport, logistics, and global freight forwarding services. Specifically, the Company offers national and international full load transportation, 3PL, warehousing management, quality control, e-commerce solutions, air and sea freight, and other logistics and transportation support services. The Company has 662 locations and ~42,300 employees, and serves to some of the world’s largest blue chip companies. • • • • Date: 9/02/14 Target: Key Metrics: High Point, NC Implied Enterprise Value ($M): EV/LTM Revenue: EV/LTM EBITDA: $615 1.00x 8.0x • • Date: 1/6/14 Dublin, OH Key Metrics: Implied Enterprise Value ($M): EV/LTM Revenue: EV/LTM EBITDA: $336 0.30x 11.9x XPO intends to keep Norbert’s headquarters in France and use the acquired operation facilities to grow business in Europe; the transaction gives XPO access to a European network of ~7,700 owned trucks, ~3,200 contracted trucks with owner-operators and ~12,000 independent carriers Both companies expect substantial cross-selling opportunities through the already established customer partnerships and the consolidation of their supply chain relationships to a single source global provider With New Breed Holding Company, XPO Logistics will expand its prescense in a desirable sector of contract logistics: customized services, which has attractive margins, high contractual revenue renewal rates and is noncyclical The acquisition is supports XPO’s innovative strategy of building a broad and integrated logistics platform by parterning and acquiring leading companies where it expects constant customers demand The offerngs of each company are complementary, which should create significant cross-selling opportunities, and further advance XPO’s technology Pacer International, Inc. provides asset-light transportation and logistics services worldwide, operating in two segments: Intermodal and Logistics. The Intermodal segment offers container capacity, local transportation services, on-site operational services, and door-to-door shipment management services, as well as intermodal rail transportation and intermodal marketing services. The Logistics segment provides highway brokerage, supply chain management, international freight forwarding, nonvessel-operating common carrier, warehousing and distribution, and international ocean shipping services. • Acquirer: Greenwich, CT The acquisition of Norbert Dentressangle will make XPO Logistics a top ten global logistics company’s and will greatly expand XPO’s footprint in Europe, especially in freight brokerage and managed transportation New Breed Holding Company provides contract supply chain management solutions to corporations and government agencies. The company offers logistics services, which include order fulfillment, lean manufacturing support, returns processing, and distribution of service parts. New Breed focuses in services for omni-channel distribution, reverse logistics, transportation management, freight bill audit and payment, aftermarket, and optimization. • Target: Norbert Dentressangle’s transport, logistics, and forwarding, services is complementary to XPO’s supply chain service offerings (e.g., contract logistics, efulfillment, freight brokerage/management, asset-light, and palletized services), global strategies, and long-term growth plans • Brings expanded capabilities for XPO’s intermodal transport business and combines rail with other types of shipping, primarily trucking; trucking is known to be one of the most rapidly growing areas of the freight transportation industry With Pacer International, XPO Logistics will be the third largest provider of intermodal services in North America and will be considered the largest crossborder Mexico provider of intermodal services Sources: Capital IQ, MergerMarket, Press Releases, and Publicly Available Information. Supply Chain Services Investment Banking Recent Notable Logistics Transactions 15 William Blair & Company Date: 7/31/14 Observations/Rationale: Jacobson Companies provides warehousing and logistics services and offers distribution and packaging services. The Company also provides transportation services, including freight management, contract carriage, and road shipping. Additionally, Jacobson Companies manufactures liquid products, which includes filling liquid, paste, and gel in bottles, tubes, and jars. The Company caters to a variety of industries, including food and beverage, chemical, agri-science, energy, oil and gas, and retail/consumer. Target: Des Moines, IA Acquirer: Lyon, France Key Metrics: Implied Enterprise Value ($M): EV/LTM Revenue: EV/LTM EBITDA: $750 0.90x 9.8x Date: 12/1/2014 Target: Kansas City, MO Key Metrics: Implied Enterprise ($M): EV/LTM Revenue: EV/LTM EBITDA: Value $365 0.59x 10.7x Observations/Rationale: Freightquote.com, Inc. operates as an online freight shipping brokerage company, offering truckload quotes, LTL quotes, expedited quotes, intermodal quotes, and real time freight quotes in North America. The Company is one of the largest online freight brokers. Freightquote.com is considered to be an innovative player in the industry by offering a unique combination of dedicated service and U.S. Patented, solutions-driven technology. • Date: 11/01/12 Wood Dale, IL Implied Enterprise ($M): EV/LTM Revenue: EV/LTM EBITDA: Value Acquirer: Eden Prairie, MN $635 0.79x 12.5x Strengthened Norbert’s brand, presence and footprint in selected vertical markets, such as engineering, IT, automation processes, and reverse logistics • • Target: Created new cross-selling opportunities across the U.S. and internationally • • Key Metrics: Strengthened Norbert Dentressangle’s solutions and presence in the U.S. market and provides additional exposure to the fast-growing U.S. logistics and transport market • Freightquote.com brings synergies to C.H. Robinson’s LTL and TL businesses, as well as a talented technology team with expertise in developing a powerful and attractive e-commerce store front experience The acquisition increases C.H. Robinson’s market share with small businesses Gives C.H. Robinson a compelling proprietary e-commerce technology platform, which is largely TMS-driven (transportation management system) and includes online user-friendly tools, which tends to be more transactional, higher margin freight Phoenix International Freight Services Ltd. provides international freight forwarding, air and ocean consolidation, customs house brokerage, and non-vessel operating common carrier services worldwide. The Company’s solutions include air freight and ocean freight forwarding, customs brokerage, cargo insurance, logistical prestige services, textile logistics, information systems, and vendor management. • • Similar to C.H. Robinson, Phoenix International has strong customer and carrier relationships, a talented management team and employees, and a performancebased culture which has proven to mix well as a combiend entity The acquisition strengthens C.H. Robinson’s international forwarding business and advances the Company’s robust technology infrastructure Sources: Capital IQ, MergerMarket, Press Releases, and Publicly Available Information. Supply Chain Services Investment Banking 16 Recent Notable Logistics Transactions William Blair & Company Public Comparables – Annual EBITDA Multiples Asset-Light Logistics EV/LTM EBITDA Key Statistics Median: 13.3x 13.8x 2005 15.0x 2006 13.5x 2007 Note: See page 19 for comparable group. 9.9x 2008 14.6x 13.2x 2010 2011 8.9x 2009 11.1x 2012 12.2x 2013 13.6x Median: High: Low: 13.3x 15.0x 8.9x 2014 Integrators EV/LTM EBITDA Key Statistics Median: 7.6x 7.5x 7.7x 2005 2006 9.0x 2007 Note: See page 20 for comparable group. 11.3x 7.2x 2008 5.1x 2009 2010 6.2x 6.0x 2011 2012 8.8x 2013 9.8x Median: High: Low: 7.6x 11.3x 5.1x 2014 Less Than Truckload (LTL) EV/LTM EBITDA Key Statistics Median: 6.3x 6.2x 5.3x 5.3x 5.4x 5.8x 2005 2006 2007 2008 2009 Note: See page 21 for comparable group. 8.4x 8.0x 2010 2011 6.7x 6.4x 2012 2013 9.2x Median: High: Low: 6.3x 9.2x 5.3x 2014 Supply Chain Services Investment Banking Public Comparables – Annual EBITDA Multiples 17 William Blair & Company Truckload (TL) EV/LTM EBITDA Key Statistics Median: 6.6x 5.6x 6.6x 6.9x 2005 2006 2007 Note: See page 22 for comparable group. 5.8x 6.5x 2008 2009 8.5x 2010 6.4x 6.0x 2011 2012 7.0x 2013 8.3x Median: High: Low: 6.6x 8.5x 5.6x 2014 Rail Carriers EV/LTM EBITDA Key Statistics Median: 9.1x 9.2x 9.2x 8.7x 2005 2006 2007 Note: See page 23 for comparable group. 8.5x 2008 7.4x 2009 Source: CapIQ. Supply Chain Services Investment Banking 18 Public Comparables – Annual EBITDA Multiples 9.4x 9.1x 9.0x 2010 2011 2012 10.0x 2013 11.6x 2014 Median: High: Low: 9.1x 11.6x 7.4x William Blair & Company Public Comparables by Sector Asset-Light Logistics ($ in millions, except share price data) Company Exchange Ticker Current Stock Price 52-Week Low LTM High Equity Value Enterprise Value (EV) Revenue EBITDA OCF EBITDA OCF EV/ EV/ Margin Margin EBITDA OCF 15F EV/ EBITDA 15F P/E ROIC CH Robinson Worldwide NasdaqGS:CHRW $73.45 $50.21 $77.49 $10,748 $11,724 $13,470 $797 $774.1 5.9% 5.7% 14.7x 15.1x 13.1x 21.6x 48.4% Expeditors International of Washington NasdaqGS:EXPD $48.04 $38.14 $49.02 $9,212 $8,248 $6,565 $644 $606.5 9.8% 9.2% 12.8x 13.6x 11.6x 22.5x 31.8% $781 $127 $87.1 16.2% 11.2% 12.6x 18.4x 10.0x 22.3x 20.9% $987 $799.3 5.6% 4.5% 16.2x 20.0x 15.6x 26.3x 32.4% $150 $130.7 20.3x 23.3x Echo Global Logistics NasdaqGS:ECHO Forward Air Corp. NasdaqGS:FWRD Kuehne + Nagel International AG SWX:KNIN Hub Group Landstar System NasdaqGS:HUBG NasdaqGS:LSTR Panalpina World SWX:PWTN Transport Holding Ltd. $28.45 $1,599 $143.41 $112.66 $143.91 $17,203 $16,021 $17,618 $143.51 $108.68 $148.49 $3,406 $3,046 $6,752 $5.02 $2.72 $5.33 $67.83 $25.82 NasdaqGS:UTIW $13.38 Median NYSE:XPO $1,173 $1,639 NYSE:RRTS XPO Logistics $645 $54.63 Roadrunner Transportation Systems UTi Worldwide $678 $42.09 $39.97 NasdaqGM:QLTY AMEX:RLGT $30.18 $53.77 Quality Distribution Radiant Logistics $16.34 $10.73 $46.48 $32.69 $57.39 $8.32 $51.47 $81.80 $15.83 $19.57 $29.02 $9.00 $14.75 $22.84 $46.85 $1,474 $3,038 $301 $174 $1,474 $2,983 $651 $181 $3,571 $3,186 $992 $392 $36 $135 $250 $70 $13 $982 $1,402 $1,873 $121 $1,411 $1,947 $4,291 $72 $1,639 $1,947 $3,689 $3,681 $2,357 $95 $3,186 $127 $20.8 $16.3 $239.3 $30.1 $11.4 $75.6 $40.1 $50.1 $75.6 3.1% 3.8% 7.8% 2.2% 7.1% 3.3% 6.4% 1.7% 4.0% 5.6% 1.8% 0.5% 7.5% 1.9% 3.0% 17.9x 10.9x 11.9x 9.3x NMF NMF 12.5x 21.6x 12.0x 10.7x 13.9x 7.5x 10.6x 52.8x 3.0% 12.8x 18.4x 11.6x 22.4x NMF 16.8x 16.0% 13.2x NMF NMF 45.5% 28.6x NMF 2.1% 9.5x 15.8% 19.6x 0.9% 18.5x 16.3% 21.1x 14.2x 11.6x 9.9x 29.1x 2.9% 4.0% 15.9x 11.8x 15.4% 38.6x 15.3% 15.7x 9.5% 1.6% NMF (0.0%) 16.0% Source: CapIQ as of March 2015. (1) OCF (Operating Cash Flow) represents EBITDA less Capital Expenditures. Indexed Stock Performance – LTM (Indexed Price) 120% Asset-Light (18.8%) 100% 80% Source: Factset. Indexed Stock Performance – Last Three Years S&P 500 (12.6%) (Indexed Price) 170% Asset-Light (16.6%) S&P 500 (50.0%) 120% 70% Source: Factset. Asset-Light – EV/LTM EBITDA Median: 12.4x 20.0x 15.0x 10.0x 13.5x 5.0x 0.0x Source: Capital IQ. Supply Chain Services Investment Banking Public Comparables by Sector 19 William Blair & Company Integrators ($ in millions, except share price data) Company Exchange Ticker Deutsche Post AG XTRA:DPW FedEx Corporation NYSE:FDX United Parcel Service NYSE:UPS Median Current Stock Price $30.63 $173.32 $98.53 52-Week Low $22.68 $130.64 $94.05 LTM High Equity Value Enterprise Value (EV) Revenue EBITDA OCF EBITDA OCF EV/ EV/ Margin Margin EBITDA OCF 15F EV/ EBITDA 15F P/E ROIC $32.39 $37,098 $39,250 $69,098 $4,424 $2,305.9 6.4% 3.3% 8.9x 17.0x 8.1x 16.3x 17.6% $114.40 $88,927 $96,491 $58,232 $6,864 $4,536.0 11.8% 7.8% 14.1x 21.3x 10.0x 19.1x 17.6% $183.51 $49,104 $49,104 $51,573 $51,573 $47,178 $58,232 $6,748 $6,748 $2,800.0 14.3% $2,800.0 11.8% 5.9% 5.9% 7.6x 8.9x 18.4x 18.4x 6.8x 8.1x 17.3x 16.8% 42.6% 17.3x Source: CapIQ as of March 2015. (1) OCF (Operating Cash Flow) represents EBITDA less Capital Expenditures. Indexed Stock Performance – LTM (Indexed Price) 120% Integrators (4.4%) Indexed Stock Performance – Last Three Years S&P 500 (12.6%) 100% 80% Source: Factset. (Indexed Price) 170% Integrators (46.7%) S&P 500 (50.0%) 120% 70% Source: Factset. Integrators – EV/LTM EBITDA 15.0x 10.0x 5.0x 0.0x Source: Capital IQ. Supply Chain Services Investment Banking 20 Public Comparables by Sector Median: 8.3x 10.5x William Blair & Company Less-Than-Truckload Carriers ($ in millions, except share price data) Current Stock Price 52-Week LTM Company Exchange Ticker Con-way NYSE:CNW $44.51 $39.12 $53.54 $2,563 $2,868 $5,806 $493 Saia NasdaqGS:SAIA $44.97 $35.19 $57.60 $1,110 $1,188 $1,272 $145 Old Dominion Freight NasdaqGS:ODFL Line YRC Worldwide Median NasdaqGS:YRCW $78.19 $17.72 Low High $53.63 $14.03 Equity Value $81.48 $29.21 $6,719 $561 $1,836 Enterprise Value (EV) Revenue EBITDA OCF $6,839 $1,500 $2,184 $2,788 $5,069 $3,928 $587 $197 $345 EBITDA OCF EV/ EV/ Margin Margin EBITDA OCF $203.3 8.5% 3.5% 11.4% 3.7% $219.4 21.1% $128.0 3.9% $47.0 $165.6 9.9% 5.8x 14.1x 8.2x 25.3x 7.9x 14.1x 7.9% 11.7x 2.5% 7.6x 3.6% 15F EV/ EBITDA 15F P/E ROIC 5.0x 16.0x 13.5% 6.8x 17.2x 20.1% NMF 10.0x 11.7x 4.5x 5.9x 21.4x 27.3% 25.7x 10.3% 19.3x 16.8% Source: CapIQ as of March 2015. (1) OCF (Operating Cash Flow) represents EBITDA less Capital Expenditures. Indexed Stock Performance – LTM (Indexed Price) 140% 120% Less-Than-Truckload (27.9%) Indexed Stock Performance – Last Three Years S&P 500 (12.6%) (Indexed Price) 230% S&P 500 (50.0%) 180% 100% 130% Source: Factset. Source: Factset. 80% Less-Than-Truckload (108.6%) 80% Less-Than-Truckload – EV/LTM EBITDA 12.0x 10.0x 8.0x 6.0x 4.0x 2.0x 0.0x Median: 7.0x 7.4x Source: Capital IQ. Supply Chain Services Investment Banking Public Comparables by Sector 21 William Blair & Company Truckload Carriers ($ in millions, except share price data) Current Stock Price 52-Week LTM Company Exchange Ticker Celadon Group NYSE:CGI $26.35 $18.12 $26.86 Heartland Express NasdaqGS:HTLD $24.47 $19.96 $27.96 Knight Transportation NYSE:KNX $32.77 $21.62 Covenant NasdaqGS:CVTI Transportation Group JB Hunt Transport Services NasdaqGS:JBHT Marten Transport Ltd. NasdaqGS:MRTN Swift Transportation Company Werner Enterprises Median NYSE:SWFT NasdaqGS:WERN $36.55 $86.76 $22.92 $28.33 $31.94 Low High $8.88 $69.33 $15.36 $18.53 $23.50 $36.70 $87.90 $34.69 $25.71 $29.44 $32.65 Equity Value $624 $663 $2,148 $10,109 $2,687 $767 Enterprise Value (EV) Revenue EBITDA OCF $1,043 $844 $2,156 $11,036 $2,806 $791 $4,026 $5,422 $2,225 $2,255 $2,302 $2,355 $806 $107 $871 $208 $1,102 $239 ($21.2) $583 $272.6 $719 $6,165 $673 $2,139 $987 ($4.1) 13.2% $3.0 23.9% $89 ($75.0) $926 $117.5 $115 $4,299 $318 $224 EBITDA OCF EV/ EV/ Margin Margin EBITDA OCF ($47.7) $21.2 ($0.6) 15F EV/ EBITDA (0.5%) 9.8x NA 0.3% 10.4x NMF 21.7% (1.9%) 11.7x NA 13.6% 6.3% 12.3% (10.4%) 15.0% 1.9% 17.1% 14.9% 14.9% (7.1%) 1.0% (0.1%) 9.5x 11.9x 6.9x NA 17.3x 8.1x 22.7x 7.3x 10.6x NA 5.7x 19.9x 9.6x 19.9.x 7.4x 7.3x NMF 9.3x NMF 15F P/E 9.1x 7.9x 6.2x 7.6x ROIC 9.5% 20.0x 12.1% 24.1x 33.4% 22.8x 20.4x 16.5x 20.1x 20.2x 19.6% 18.0% 11.3% 19.9% 15.5% 16.7% Source: CapIQ as of March 2015. (1) OCF (Operating Cash Flow) represents EBITDA less Capital Expenditures. Indexed Stock Performance – LTM (Indexed Price) 140% 120% Truckoad (26.3%) Indexed Stock Performance – Last Three Years S&P 500 (12.6%) 100% 80% Source: Factset. (Indexed Price) 170% Truckload (70.5%) S&P 500 (50.0%) 120% 70% Source: Factset. Truckload – EV/LTM EBITDA 10.0x 8.0x 6.0x 4.0x 2.0x 0.0x Source: Capital IQ. Supply Chain Services Investment Banking 22 Public Comparables by Sector Median: 7.0x 9.2x William Blair & Company Rail Carriers ($ in millions, except share price data) Company Exchange Ticker Canadian National Railway Company TSX:CNR Genesee & Wyoming CSX Corp. Kansas City Southern Norfolk Southern Corporation Union Pacific Corporation Median Current Stock Price 52-Week Low LTM High Equity Value Enterprise Value (EV) Revenue EBITDA OCF EBITDA OCF EV/ EV/ Margin Margin EBITDA OCF 15F EV/ EBITDA 15F P/E ROIC $67.54 $46.65 $69.51 $54,628 $61,163 $10,478 $4,900 $2,916.1 46.8% 27.8% 12.5x 21.0x 12.4x 20.1x 22.3% NYSE:GWR $103.28 $80.61 $106.02 $5,574 $7,136 $1,639 $574 $242.1 35.0% 14.8% 12.4x 29.5x 10.2x 21.0x 10.7% NYSE:NSC $108.65 $91.91 $117.64 38.9% 20.7% 9.2x 17.4x 8.7x 40.9% 19.5% 11.4x 18.4x NYSE:CSX NYSE:KSU NYSE:UNP $34.13 $114.43 $114.52 $27.14 $95.41 $90.36 $37.99 $33,808 $42,613 $126.49 $12,634 $14,917 $124.52 $100,925 $110,819 $33,400 $33,604 $12,669 $4,764 $2,577 $1,106 $23,988 $10,657 $41,733 $11,624 $42,173 $11,051 $2,315.0 $135.2 $4,522 $2,404.0 $4,643 $2,359.5 $6,311.0 37.6% 42.9% 44.4% 18.3% 5.2% 26.3% 8.9x 13.5x 10.4x 18.4x NMF 17.6x 8.3x 11.9x 9.4x 9.8x 15.8x 17.5% 21.2x 14.4% 15.9x 16.5% 17.4x 27.2% 18.7x 17.0% Source: CapIQ as of March 2015. (1) OCF (Operating Cash Flow) represents EBITDA less Capital Expenditures. Indexed Stock Performance – LTM (Indexed Price) 140% Rail Carriers (21.3%) 120% 100% 80% Source: Factset. Indexed Stock Performance – Last Three Years S&P 500 (12.6%) (Indexed Price) 170% Rail Carriers (80.0%) S&P 500 (50.0%) 120% 70% Source: Factset. Asset-Light – EV/LTM EBITDA Median: 9.2x 15.0x 10.0x 10.8x 5.0x 0.0x Source: Capital IQ. Supply Chain Services Investment Banking Public Comparables by Sector 23 William Blair & Company Stock Price Performance – LTM Asset-Light (18.8%) Truckoad (26.3%) (Indexed Price) 140 Integrators (4.4%) S&P 500 (12.6%) Less-Than-Truckload (27.9%) Rail Carriers (21.3%) 135 130 27.9% 26.3% 125 21.3% 120 18.8% 115 12.6% 110 105 4.4% 100 95 90 Source: FactSet. Stock Price Performance – Last Three Years Asset-Light (16.6%) Truckload (70.5%) (Indexed Price) 300 250 200 150 100 50 Source: FactSet. Supply Chain Services Investment Banking 24 Public Comparables by Sector Integrators (46.7%) S&P 500 (50.0) Less-Than-Truckload (108.6%) Rail Carriers (80.0%) 108.6% 80.0% 70.5% 50.0% 46.7% 16.6% William Blair & Company Logistics Industry Insights Top 20 U.S. Domestic and Global 3PL Providers ($ in millions) U.S. Domestic Rank Company 1 C. H. Robinson Worldwide 3 Expeditors International of Washington 2 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 UPS Supply Chain Solutions Kuehne + Nagel (The Americas) UTi Worldwide Exel (DHL Supply Chain - Americas) Global 2013 Gross Logistics Revenue $12,752 $8,935 $6,080 $5,140 $4,441 $3,851 DB Schenker Logistics ~$4,000 Burris Logistics ~$2,900 Schneider Logistics & Dedicated ~$2,700 Hub Group CEVA Logistics (The Americas) Ryder Supply Chain Solutions Panalpina (The Americas) $3,374 $2,673 $2,383 $2,595 BDP International ~$2,200 Menlo Worldwide Logistics ~$1,730 Neovia Logistics Services Americold J.B. Hunt Dedicated Contract Services & Integrated Capacity Solutions GENCO Total Quality Logistics ~$1,730 ~$1,580 $1,768 ~$1,600 $1,600 Sources: Armstrong & Associates, trade publications, Capital IQ, and public filings. 2013 Gross Logistics Revenue Company DHL Supply Chain & Global Forwarding $31,432 DB Schenker Logistics $19,732 Kuehne + Nagel Nippon Express C.H. Robinson Worldwide CEVA Logistics DSV Sinotrans $17,317 $12,752 $8,517 $8,140 $7,738 Panalpina SDV (Bolloré Group) DACHSER Toll Holdings Expeditors International of Washington Geodis UPS Supply Chain Solutions GEFCO J.B. Hunt (JBI, DCS & ICS) UTi Worldwide Agility $22,587 Yusen Logistics $7,293 $7,263 $6,627 $6,266 $6,080 $5,828 $5,492 $5,300 $5,224 $4,441 $4,415 $4,042 Supply Chain Services Investment Banking Logistics Industry Insights 25 William Blair & Company Top 20 Truckload and LTL Carriers ($ in millions) Truckload LTL 2013 Revenue Company 1 Swift Transportation $3,052 FedEx Freight $5,095 3 Werner Enterprises $1,642 YRC Freight $3,127 2 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Schneider National J.B. Hunt Transport Services Landstar System U.S. Xpress Enterprises Prime C.R. England CRST International Crete Carrier Knight Transportation Cardinal/Greatwide Logistics Ruan Transportation Management Services Ryder Systems Covenant Transport Con-way Truckload Stevens Transport Celadon Group Anderson Trucking Service Central Refrigerated Service Source: The Journal of Commerce. Supply Chain Services Investment Banking 26 Logistics Industry Insights $2,320 $1,622 $1,606 $1,480 $1,478 $1,203 $1,070 $1,008 $822 $780 $712 $709 $634 $630 $621 $601 $567 $534 Company 2013 Revenue Rank Con-Way Freight UPS Freight Old Dominion Freight Line ESTES Express Lines ABF Freight Systems R+L Carriers SAIA Motor Freight Line Holland Southeastern Freight Lines TransForce Averitt Express Roadrunner Transportation AAA Cooper Transportation Central Transport International Manitoulin Transport Day & Ross Group Dayton Freight Lines Reddaway $3,466 $2,502 $2,126 $1,835 $1,721 $1,298 $1,139 $1,010 $914 $619 $606 $559 $500 $488 $435 $390 $386 $367 William Blair & Company Transportation Statistics Jan-14 Feb-14 Mar-14 Apr-14 May-14 Jun-14 Jul-14 Aug-14 Sept-14 Oct-14 Nov-14 Dec-14 Jan-15 Truck Volume (ATA Truck Tonnage) 127.27 127.84 127.18 127.36 129.84 128.84 130.16 131.36 131.09 133.11 134.02 134.13 135.82 Seq. growth (0.6%) 0.4% (0.5%) 0.1% 1.9% (0.8%) 1.0% 0.9% (0.2%) 1.5% 0.7% 0.1% 1.3% YOY growth 1.9% 2.6% 3.9% 5.2% 3.8% 4.5% 3.8% YOY growth Price (Rev/mile ex-fuel) Seq. growth Intermodal Volume (Originated vol.) YOY growth Seq. growth Price (Cass Intermodal Linehaul Index) YOY growth Seq. growth Air Volume (Intl. FTKs) YOY growth Price (Drewry Air Freight Price Index) YOY growth Seq. growth Ocean Volume (Asia-NA TEUs) YOY growth Seq. growth Price (Ocean Container Rate Index) YOY growth Seq. growth Source: Bloomberg. 2.6% 1.58 (1.9%) 6.8% 1.59 0.6% 3.3% 1.61 1.3% 3.6% 1.61 3.9% 0.0% 2.6% 1.63 1.2% 2.8% 1.62 (0.6%) 3.5% 1.64 5.1% 1.2% 3.4% 1.64 0.0% 3.4% 1.64 0.0% 5.7% 1.65 4.4% 0.6% 2.5% 1.67 5.0% 1.2% 4.8% 1.69 5.0% 1.2% 6.7% 1.66 5.1% (1.8%) 1,169,331 1,231,240 1,600,443 1,323,578 1,670,267 1,357,410 1,298,337 1,711,393 1,361,315 1,386,178 1,653,314 1,263,097 1,522,524 1.2% 0.1% 133.20 132.10 135.40 2.1% (0.8%) 2.5% (1.8%) 1.8% 5.2% 98.91 (1.4%) (10.4%) 1,326,200 (4.2%) 5.3% 1.4% 2.8% 33.8% (12.7%) 136.80 133.10 126.60 130.40 130.60 1.0% (2.7%) (4.9%) 3.0% 0.2% 1.8% 1.4% 6.7% 3.1% 26.2% 2.5% 5.1% (18.7%) 3.9% 2.9% 6.3% (4.4%) 3.5% 6.4% 5.7% 31.8% 3.5% 4.8% 4.9% 4.4% 128.00 134.30 128.50 (2.0%) 4.9% (4.3%) (20.5%) 2.6% 5.1% 1.8% 3.9% 5.6% 3.4% 6.1% 30.2% 132.30 132.80 3.0% 0.4% 19.3% (23.6%) 3.0% 1.5% 4.6% 5.1% 20.5% (0.3%) 3.9% 102.78 103.78 99.30 101.59 102.49 102.98 103.58 115.51 120.78 107.95 99.60 (2.7%) 6.8% 1.0% (4.3%) 2.3% 0.9% 0.5% 0.6% 11.5% 4.6% (10.6%) (7.7%) (5.8%) 6.0% 5.0% 2.4% 7.7% 8.8% 6.5% 3.7% 0.6% 2.9% (2.2%) 0.7% 861,100 1,231,100 1,344,300 1,352,700 1,310,000 1,392,100 1,418,900 1,433,500 1,374,100 1,230,000 1,290,800 1,343,100 (6.2%) 2.2% 2.1% 0.3% 1986.00 1886.00 1850.00 (4.8%) (5.0%) (1.9%) (35.1%) (14.4%) (18.5%) 10.6% 8.8% (17.3%) 96.22 8.7% 2086.00 8.0% 30.0% 43.0% (13.4%) 9.2% (12.8%) 1.5% 5.4% 7.6% 9.0% 1800.00 1650.00 1800.00 2075.00 1875.00 1975.00 (2.7%) (8.3%) 9.1% 15.3% (9.6%) 5.3% 0.6% (16.3%) (3.2%) (10.1%) 6.3% (15.7%) 1.9% 13.0% 1.0% (0.6%) 5.4% (4.1%) 13.8% 3.3% 5.8% 1.3% 1925.00 1978.00 1953.00 (2.5%) 2.8% (1.3%) (10.5%) 2.1% 4.9% 4.9% 4.1% (6.4%) Supply Chain Services Investment Banking Logistics Industry Insights 27 Specialty Distribution Sector Overview William Blair & Company Specialty Distribution Sector Overview Consistent with U.S. GDP growth and production indices, the total wholesale distribution market in the U.S. has shown consistent, modest growth over the past five years, growing at a CAGR of 4.9% and reaching a market size of $5.4 trillion in 2014. Supported by continued market trends of outsourcing non-core functions, supply chain integration and coordination, and streamlining inventory and working capital dynamics, growth across all sectors remains strong, led by the building products and construction segment, which has grown revenue in excess of 10% in each of the last two years. This segment has been supported by the ongoing recovery in residential construction, as well as the more nascent beginnings of a recovery in the non-residential channel. One common success factor among all of the various distribution end markets is the ability to differentiate. Whether that comes in the form of proprietary products, exclusive supplier relationships, or a strong technical support staff, understanding and being able to articulate this “secret sauce” is critical to driving value, both in terms of business performance and in achieving successful sale outcomes. Similarly, the addition of value-added services to enhance the core product distribution value proposition for customers drives additional value and increases customer loyalty and stickiness. Strong customer service and technical support capabilities also help mitigate the competitive threat from purely online retailers and e-commerce entrants to the market. However they do not eliminate the need to maintain a sophisticated multi-channel platform (including online) to accommodate growing customer demand for online-order channel capabilities – even in segments where the majority of orders are still processed via phone or fax. In a related trend, accessibility of information and data, along with robust analytics capabilities, are also increasingly becoming a requirement to staying competitive. Customers expect their sales and customer service representatives to know (or quickly be able to access) everything possible about their orders and products: dimensions, modifications, cost, availability, etc.), which requires robust platform and data analysis capabilities. However, from an operations/fulfillment perspective, too much data and information without the ability to properly synthesize into useful analysis can be counterproductive and inefficient. A sophisticated technology platform and data capabilities are only useful to the extent that they can drive improvements to customer interactions or create an ability to better manage operational processes. Specialty distributors are actively working to expand product portfolios and redefine traditional markets through acquisition, which also helps supplement limited organic growth opportunities in some sectors. Against a backdrop of a relatively stable and growing market environment, distributors are more willing to aggressively expand outside of their core comfort zone and into adjacent new markets or product categories to increase customer penetration or cross-sell services into different end markets. An example of these dynamics can be found in Fastenal’s acquisition of Av-Tech Industries, which provided new product categories with which to cross-sell into its core customer base. M&A activity in distribution remained strong in 2014, generating 428 closed transactions, representing $106.4 billion in aggregate transaction value. This represented an increase of 4.9% in transaction volume over 2013 metrics. Consumer and industrial distribution were the two largest segments, comprising 62% by total number of deals and 70% by transaction value. The outlook for 2015 remains strong in the distribution industry, which is expected to grow at ~5% in 2015 in aggregate, bolstered by continued broad-based strength in U.S. industrial activity and improvements in nonresidential construction. In addition, 27% of publicly traded companies in the distribution industry are estimated to grow +10% in 2015, while 54% are estimated to grow 5% to 10%. Supply Chain Services Investment Banking 28 Specialty Distribution Sector Overview William Blair & Company U.S. Distribution Market 1996-2014 ($ in billions) $6,000 $5,000 $4,000 $3,000 $2,000 $2,427 $2,284 $2,378 $2,599 $2,815 $2,785 $2,836 $2,976 $3,325 $3,629 $3,927 $4,202 $4,460 $3,726 $4,181 $4,702 $4,918 $5,135 $5,366 $1,000 $0 1996 1997 Source: US Census Bureau. 1998 1999 2000 2001 2002 2003 2004 2015 Revenue Outlook 11% 7% 2006 2007 2008 2009 2010 2011 2012 2013 2014E Plans for Building Revenue in 2015 Adding New Products or Product Categories 1% 27% Up More than 10% Up 5%-10% Up Less than 5% Flat 54% 2005 Down Less than 5% Source: NetSuite / Modern Distribution Management survey results. According to the survey, respondents expect growth in 2015, specifically with 27% expecting sales growth of more than 10% in 2015, while 54% are expecting growth 5%-10% growth. Additionally, another 11% forecast growth of less than 5% in 2015. 53.1% Growing Revenue from Existing Customers 49.7% Expanding Sales Team 40.0% Improving E-Commerce Capabilities 37.9% Adding New Sales Channels Adding New Geographies / Territories Improving Product Availability Adding New Locations (Greenfield or Acquisition) Expanding Internationally 29.7% 21.4% 14.5% 13.8% 6.2% Source: NetSuite / Modern Distribution Management survey. Responses above were provided to the question “How are you planning to build revenue over the next 12 months?” Respondents were allowed to choose up to two responses. Supply Chain Services Investment Banking Specialty Distribution Sector Overview 29 William Blair & Company M&A Deal Volume – Distribution 800 600 400 567 571 582 616 2005 2006 2007 2008 425 200 0 2004 Source: Dealogic as of January 2015. Median: 465 381 2009 387 465 480 408 2010 2011 2012 2013 428 2014 M&A Deal Value (Aggregate Transaction Size) – Distribution ($ in billions) $300.0 $200.0 $100.0 $0.0 $154.1 $48.3 2004 $202.3 2005 2006 Source: Dealogic as of January 2015. $269.1 2007 Median: $122.6 $216.6 2008 $97.1 2009 $120.1 $92.5 2010 2011 $133.8 $122.6 $106.4 2012 2013 2014 M&A Multiples – Distribution ($ in billions) 15.0x 10.0x Median: 10.4x 12.3x 9.3x 10.9x 8.7x 10.7x 2007 2008 5.0x 0.0x 2005 2004 Source: Dealogic as of January 2015. 2006 M&A Deal Volume by Distribution Sector LTM, EV >$50 million 3.8% 8.7% 24.6% 15.8% 43.9% Source: Dealogic as of March January 2015. 3.2% Construction Consumer Industrial Technology Transportation & Heavy Equipment Healthcare Supply Chain Services Investment Banking 30 Specialty Distribution Sector Overview 7.5x 5.7x 2009 2010 9.0x 10.4x 10.6x 2011 2012 2013 11.7x 2014 M&A Deal Value by Distribution Sector LTM, EV >$50 million (Aggregate Transaction Size) 6.3% 7.4% 5.7% 13.1% 33.1% 34.3% Source: Dealogic as of March January 2015. Construction Consumer Industrial Technology Transportation & Heavy Equipment Healthcare William Blair & Company Selected M&A Activity – Specialty Distribution Select Specialty Distribution Transactions ($ in millions) Target Revenue EBITDA 04/13/15 ProBuild Distributor of building materials to Builders FirstSource professional builders and contractors $ 1,930 0.40x NA 01/14/15 Anixter (OEM Supply Fastener segment) Distributor fasteners and supplies $380.0 0.40x 8.2x NA NA 03/19/15 01/13/15 12/30/14 12/18/14 10/24/14 08/25/14 08/08/14 07/01/14 05/29/14 05/19/14 05/01/14 04/01/14 02/11/14 01/31/14 01/02/14 12/09/13 07/31/13 06/27/13 10/15/12 07/03/12 01/30/12 12/30/11 08/31/11 OverDrive MWI Veterinary Supply Excelligence Learning Corporation Bumble Bee Foods LLC Flinn Scientific Berlin Packaging Tri-Ed Distribution Knox Oil Field Supply Interline Brands The Hillman Companies Reliance Industrial Investments Archway Sales and Jacaab Coleman Cable, Inc. Hercules Tire & Rubber Company B27, LLC Molex Inc Indura S.A. Industria y Comercio CH Energy Group Inc. Brightpoint Inc. Interfast Inc. UFC Aerospace Corp. Barnes Group (North America) FABORY Group Target (Unit Sold) / Business Description Buyer Enterprise Value Enterprise Value/LTM Date Announced Distributor of eBooks, audio-books, music, and video content Rakuten Distributor of veterinary products AmerisourceBergen $2,560.8 Distributor of canned seafood Thai Union Frozen Products pcl Distributes plastic, glass, and metal containers Oak Hill Capital Partners American Industrial Partners Specialty distributor and marketer of Brentwood Associates educational products Provider of products and services to educational science market Distribution and integration of security and access controls Fluid handling and distribution Distributor of janitorial, repair, and operations products Windjammer Capital Investors Anixter Applied Industrial Technologies Goldman Sachs Provides hardware-related products CCMP Capital Advisors Fluid handling and distribution Applied Industrial Technologies Supplies electrical wire and cable products for consumer Southwire Company, Inc. Distributes specialty chemical products Nexeo Solutions Distributing and selling after-market America Tire Distributors Holdings replacement tires Distributes pumps and integrated flow control solutions DXP Enterprises, Inc. Industrial gas production and distribution Air Products & Chemicals Inc. Distributes electrical and electronic devices Electric natural gas utility and fuel distribution Device lifecycle services to the wireless and high-tech industries Distributor of fasteners to the commercial and military Distributes fasteners, tools, and industrial supplies $1,510.0 1.53x 10.5x $1,430.0 NA NA NA W.W. Grainger NA 0.74x 11.7x $1,134.0 0.80x 9.9x $133.0 $1,475.0 1.33x NA 2.10x 12.8x $129.0 0.60x 9.9x $321.5 0.64x 10.7x 1.87x 18.4x $189.0 $781.4 $326.4 $1,485.1 MSC Industrial Supply Co. NA NA $420.0 Fortis Inc. Wesco Aircraft Europe, Ltd. NA 19.3x $6,759.0 Ingram Micro Inc. NA 0.86x Koch Industries Inc Aerospace logistics integrated supply BE Aerospace Inc. chain solutions Distributor of fasteners and other low cost consumables $410.0 $1,273.3 $826.9 $130.6 $400.0 NA 0.85x 1.88x 2.39x 1.51x 0.15x 1.80x NA 8.2x 8.6x 12.0x 11.6x 10.6x 6.8x 7.3x 9.5x $550.0 2.00x 16.0x Mean 1.26x 11.3x Median 1.24x 10.6x $344.0 1.15x 11.0x Sources: Capital IQ, MergerMarket, and William Blair data. Supply Chain Services Investment Banking Selected M&A Activity – Specialty Distribution 31 William Blair & Company Recent Notable Specialty Distribution Transactions Date: 4/13/2015 Observations/Rationale: With $4.5 billion in revenue, ProBuild is one of the largest distributors of building materials to professional builders, contractors and project-oriented consumers in the U.S. Headquartered in Denver, the company operates approximately 400 lumber and building product distribution, manufacturing and assembly centers serving 40 states. Target: Denver, CO Dallas, TX Key Metrics: Implied Enterprise Value ($M): EV/LTM Revenue: EV/LTM EBITDA: Date: : 2/12/15 Opportunity to realize $100-$120 million in annual run-rate cost synergies during the first two years • $ 1,930 0.40x NA Target: Acquirer: The combination creates a diversified national pro dealer with 2014 combined revenue of ~$6.1 billion, with enhanced diversification of products and services • Acquirer: New York, NY Improved geographic footprint and scale to capitalize on continued recovery in the housing market • Observations/Rationale: Anixter Inc. distributes communication products, electrical/electronic wire and cable, fasteners and other inventory parts to original equipment manufacturers. The Fasteners division is a global distributor and manufacturer of highly-engineered fasteners for customers in the heavy truck, power train, luxury automotive, agriculture, construction, recreational vehicles and other verticals. The divestiture allows Anixter to have a sharper strategic focus on its Enterprise Cabling & Security Solutions and Wire & Cable segments, additional financial flexibility to build on these global platforms through organic investments or strategic acquisitions. • (OEM Supply-Fasteners business, “Fasteners”) Glenview, IL Key Metrics: Implied Enterprise Value ($M): EV/LTM Revenue: EV/LTM EBITDA: Date: 1/12/15 $380 0.40x 9.7x Target: Chesterbrook, PA Key Metrics: Implied Enterprise Value ($M) EV/LTM Revenue: EV/LTM EBITDA: Observations/Rationale: MWI Veterinary Supply distributes animal health products (specifically, pharmaceuticals, vaccines, parasiticides, diagnostics, micro feed ingredients, supplies, specialty products, veterinary pet food, capital equipment, and nutritional products) to veterinarians in the United States and the United Kingdom. • Acquirer: Boise, ID The affiliation with American Industrial Partners allows Fasteners access to operational expertise and additional financial resources for growth. • • $2,523 0.82x 18.5x • Significantly extends Amerisource’s pharmaceutical distribution and services business into the growing companion and production markets. Amerisource provides MWI with significant knowledge of manufacturer and provider services, as well as an expanded global reach. With the scale and volume from Amerisource, synergies are expected to come from stronger procurement sourcing and lower expenses, primarily through shipping, freight, and insurance acitivites. Sources: Capital IQ, MergerMarket, Press Releases, and Publicly Available Information. Supply Chain Services Investment Banking 32 Recent Notable Specialty Distribution Transactions William Blair & Company Date: 12/30/14 Target: Monterey, CA Acquirer: B R E N T W O O D A S S O C I AT E S P R I V A T E E Q U I T Y I Los Angeles, CA Key Metrics: Implied Enterprise Value ($M): EV/LTM Revenue: EV/LTM EBITDA: N V E S T M E N T S Observations/Rationale: Excelligence Learning Corporation is a multi-channel specialty distributor and direct marketer of educational products to the early childhood and elementary markets. The company has 20,000+ proprietary and consumable product offerings across 25+ product categories. Excelligence serves 200,000+ customers, including public and private preschools and elementary schools. • • ND ND ND Date: 11/06/14 • United Kingdom Acquirer: • Key Metrics: Implied Enterprise Value ($M): EV/LTM Revenue: EV/LTM EBITDA: $341 N/A N/A Date: 10/24/14 Batavia, IL Acquirer: Key Metrics: Implied Enterprise Value ($M): EV/LTM Revenue: EV/LTM EBITDA: International sourcing capabilities drive supply chain efficiencies and strong profit margins. • • The investment will enable CDW to serve new and existing multi-national customers, and provide a more comprehensive solution offering with improved international capabilities through Kelway’s global supply chain relationships. Kelway provides CDW with an opportunity expand their geographic footprint and enhance their diverse customer base; customers should benefit from reliable procurement and deployment services from the combined entity. Both companies have similar customer objectives and aligned cultures, which strengthens the brand recognition for each company. Observations/Rationale: Flinn Scientific is an industry-leading provider of unique value-added products, services and resources to the K-12 educational science market. The company’s value proposition is driven by a number of proprietary products, value-added teacher resources, and dedication to quality and safety. Representative products include packaged chemicals and solutions, safety products, glassware, laboratory equipment and supplies, and ready-to-use laboratory activity kits Target: Newport Beach, CA Long-term focus on building a strong portfolio of proprietary brands and consumable products drives high degree of recurring revenue and predictability in a fragmented, hard to access customer base. Observations/Rationale: Kelway provides international IT services and solutions to private and public sectors, through their global supply chain in over 130 countries with focus on the midmarket. The Company offers managerial services, including service management, field engineering, and service desk, as well as professional services, including consulting, project and program management, engineering, training, and onsite deployment. Kelway also provides supply chain software solutions and cloud-based services. Target: Vernon Hills, IL Brentwood was excited about the company’s deep management team as well as the long-term growth prospects of the early childhood industry. • ND ND ND • • Windjammer was attracted to the company’s market position, defensible barriers to entry, tangible growth opportunities, and strong management team. Very difficult to access customer base of teachers and school administrators; Flinn has a uqniue capability to help address this Exceptional brand reputation among educators and a focus on value-added services (safety, reference manuals, online resources and content, etc.) drove strong interest in the business and ultimately a premium valuation Sources: Capital IQ, MergerMarket, Press Releases, and Publicly Available Information Supply Chain Services Investment Banking Recent Notable Specialty Distribution Transactions 33 William Blair & Company Public Comparables – Annual EBITDA Multiples Industrial Distribution EV/LTM EBITDA Key Statistics Median: 10.3x 9.6x 2005 13.5x 2006 10.5x 2007 Note: See page 36 for comparable group. 8.5x 2008 7.2x 2009 10.4x 9.6x 10.1x 10.5x 2010 2011 2012 2013 11.4x Median: High: Low: 10.3x 13.5x 7.2x 2014 Transportation & Heavy Equipment EV/LTM EBITDA Key Statistics Median: 11.4x 11.6x 2005 12.8x 2006 11.3x 2007 Note: See page 37 for comparable group. 8.3x 2008 6.8x 2009 10.5x 11.7x 2010 2011 10.8x 2012 11.9x 2013 13.5x Median: High: Low: 11.4x 13.5x 6.8x 2014 Building Products & Construction Distribution EV/LTM EBITDA Key Statistics Median: 11.4x 11.9x 2005 12.3x 2006 9.0x 8.6x 2007 2008 Note: See page 38 for comparable group. 12.9x 7.3x 2009 Supply Chain Services Investment Banking 34 Public Comparables – Annual EBITDA Multiples 2010 10.9x 2011 9.5x 2012 12.8x 12.6x 2013 2014 Median: High: Low: 11.4x 12.9x 7.3x William Blair & Company Technology Distribution EV/LTM EBITDA Key Statistics Median: 7.2x 9.3x 9.5x 2005 2006 Median: High: Low: 8.9x 2007 Note: See page 39 for comparable group. 6.1x 6.3x 7.3x 5.9x 6.0x 7.1x 2008 2009 2010 2011 2012 2013 7.8x 7.2x 9.5x 5.9x 2014 Energy / Oil & Gas Distribution EV/LTM EBITDA Key Statistics Median: 13.2x 13.7x 2005 12.1x 12.7x 2006 2007 Note: See page 40 for comparable group. 10.9x 2008 9.8x 2009 12.8x 2010 13.8x 2011 15.1x 15.8x 16.3x 2012 2013 2014 Median: High: Low: 13.2x 16.3x 9.8x Specialty Chemicals Distribution EV/LTM EBITDA Key Statistics Median: 9.3x 9.0x 9.4x 2005 2006 10.3x 2007 Note: See page 41 for comparable group. 8.6x 2008 7.6x 2009 9.7x 2010 8.8x 9.2x 2011 2012 10.3x 10.6x 2013 2014 Median: High: Low: 9.3x 10.6x 7.6x Source: CapIQ. Supply Chain Services Investment Banking Public Comparables – Annual EBITDA Multiples 35 William Blair & Company Public Comparables by Sector Industrial Distribution ($ in millions, except share price data) Company Exchange Ticker Current Stock Price 52-Week Low Applied Industrial Technologies, Inc. NYSE:AIT $43.47 $39.76 Fastenal Company NasdaqGS:FAST $40.83 $39.46 DXP Enterprises, Inc. HD Supply Holdings, Inc. Kaman Corporation Lawson Products Inc. MRC Global Inc. MSC Industrial Direct Co. Inc. NasdaqGS:DXPE NasdaqGS:HDS NYSE:KAMN NasdaqGS:LAWS NYSE:MRC NYSE:MSM Vallourec SA ENXTPA:VK W.W. Grainger, Inc. NYSE:GWW Median $29.87 $41.62 $24.54 $12.07 $71.04 National Oilwell Varco, NYSE:NOV Inc. Veritiv Corporation $44.56 NYSE:VRTV $49.07 $22.93 $47.83 $230.72 LTM High $190 8.0% 7.1% 9.8x 11.1x 8.4x 14.0x 15.8% $52.21 $12,065 $12,040 $3,734 $859 $670 23.0% 17.9% 14.0x 18.0x 12.6x 21.9x 41.1% $44.60 $1,130 $1,398 $119 8.2% 6.6% 9.5x 11.8x $31.94 $223.92 $645 $5,848 $214 $1,084 $11,249 $220 $1,500 $136 $9,025 $136 $811 $1,795 $684 $147 $286 $4 $1 $29.67 $1,232 $2,661 $5,933 $400 $380 $86.55 $20,116 $19,826 $21,440 $4,495 $3,796 $54.50 $765 $1,745 $7,407 $86 $69 $96.62 $18.93 ROIC $214 $28.30 $48.07 15F P/E $2,667 $30.88 $70.80 15F EV/ EBITDA $2,104 $22.18 $10.20 EBITDA OCF EV/ EV/ Margin Margin EBITDA OCF $1,787 $115.18 $13.11 Enterprise Value (EV) Revenue EBITDA OCF $52.62 $38.94 $37.43 Equity Value $45.53 $269.69 $4,395 $2,967 $15,560 $2,377 $4,844 $5,044 $15,895 $3,753 $2,840 $466 $6,901 $9,965 -$301 $4,833 $1,594 $307 9.1% 9.1% 9.0% 7.6% 1.3% 6.7% NMF 10.4x 6.4% 16.4% 13.9% ($804) (4.4%) (11.6%) $1,207 16.0% 12.1% $285 17.7% 1.2% 8.6% 13.9x 0.4% $395 21.0% 8.0x 6.7x 4.4x NA 8.0x 16.4x 8.6x 11.3x 8.6x NMF 15.0x 12.3x 9.8x 7.0x 5.2x NA 10.4x 6.2x 8.5x 0.9% 20.2x 25.2x 10.9x 7.4% 9.9x 12.0x 9.6x 10.0x 13.2x 9.5x 13.7x 31.0% 14.5x 10.3% 16.1x 14.0% 97.6x (1.8%) 16.8x 27.5% 17.9x 10.9% 13.3x 15.6% 28.3x (11.1%) 17.8x 38.5% 14.5x 3.8% 16.5x 14.8% Source: CapIQ as of March 2015. (1) OCF (Operating Cash Flow) represents EBITDA less Capital Expenditures. Indexed Stock Performance – LTM (Indexed Price) 130% 110% Industrial Distribution (-18.6%) 90% 70% 50% Source: Factset. Indexed Stock Performance – Last Three Years S&P 500 (12.6%) (Indexed Price) 170% Industrial Distribution (-19.0%) S&P 500 (50.0%) 120% 70% Source: Factset. Industrial Distribution – EV/LTM EBITDA 20.0x 15.0x 10.0x 5.0x 0.0x Source: Capital IQ. Supply Chain Services Investment Banking 36 Public Comparables by Sector Median: 9.9x 9.7x William Blair & Company Transportation & Heavy Equipment Distribution ($ in millions, except share price data) Current Stock Price 52-Week Company Exchange Ticker AAR Corp. NYSE:AIR $32.99 $22.37 Finning International Inc. TSX:FTT $18.87 $16.05 B/E Aerospace Inc. Genuine Parts Company HEICO Corporation LKQ Corp. Titan Machinery, Inc. Triumph Group, Inc. Wesco Aircraft Holdings, Inc. Median NasdaqGS:BEAV NYSE:GPC $94.47 NYSE:HEI NasdaqGS:LKQ NasdaqGS:TITN NYSE:TGI NYSE:WAIR $61.23 $59.76 $24.42 $12.77 $58.17 $15.35 Low LTM High Equity Value Enterprise Value (EV) Revenue EBITDA OCF EBITDA OCF EV/ EV/ Margin Margin EBITDA OCF $33.05 $1,313 $1,823 $1,939 $204 $174.3 10.5% 9.0% $26.85 $3,253 $4,030 $5,974 $620 $549.9 10.4% 9.2% $53.30 $101.13 $82.15 $109.00 $14,425 $15,104 $15,342 $1,273 $1,164.9 $22.90 $29.84 $7,426 $9,181 $6,740 $790 $649.2 $46.03 $10.69 $51.18 $11.98 $64.38 $20.40 $72.31 $22.98 $6,488 $3,490 $267 $2,935 $1,485 $3,253 $8,385 $3,968 $2,599 $1,192 $4,343 $2,477 $4,030 $465 $1,134 $268 $2,118 $84 $3,745 $1,505 $428 $2,599 $210 $428 $209.2 17.9% 8.3% 9.6% $68.7 4.0% 3.2% $199.6 $251.4 13.9% 11.4% 7.3x 7.6% 22.2% 11.4% 6.5x 18.0x 23.6% $297.8 10.5x 8.0% $251.4 11.7% 9.0x 8.0% 13.3% 9.0% 15F EV/ EBITDA 8.0x 20.5x 7.4x 13.5x NMF 13.7x 11.9x 13.0x 10.9x 11.6x 14.1x 10.1x 14.8x 14.2x 10.2x 11.8x 11.8x 15.8x 17.4x 14.6x 12.4x 13.6x 15F P/E 13.8x 23.5x 6.7x 10.0x 10.1x ROIC 8.0% 19.9x 17.6% 19.4x 29.5% 14.5% 29.5x 18.4% 16.7x 14.7% NMF 8.9% 9.6x 8.6% 11.4x 8.9% 18.0x 14.5% Source: CapIQ as of March 2015. (1) OCF (Operating Cash Flow) represents EBITDA less Capital Expenditures. Indexed Stock Performance – LTM (Indexed Price) 120% Transportation & Heavy (-2.2%) Indexed Stock Performance – Last Three Years S&P 500 (12.6%) 100% 80% Source: Factset. (Indexed Price) 170% Transportation & Heavy (32.5%) S&P 500 (50.0%) 120% 70% Source: Factset. Transportation & Heavy Equipment – EV/LTM EBITDA Median: 11.2x 20.0x 15.0x 10.0x 5.0x 0.0x 12.0x Source: Capital IQ. Supply Chain Services Investment Banking Public Comparables by Sector 37 William Blair & Company Building Products & Construction Distribution ($ in millions, except share price data) Company Exchange Ticker 52-Week Current Stock Price Low LTM High Equity Value Enterprise Value (EV) Revenue EBITDA OCF EBITDA OCF EV/ EV/ Margin Margin EBITDA OCF Beacon Roofing Supply NasdaqGS:BECN $28.34 $23.04 $40.10 $1,403 $1,628 $2,371 $126 $91.1 5.3% 3.8% 12.9x 17.9x Houston Wire & Cable NasdaqGS:HWCC Company $9.37 $9.29 $14.00 $163 $220 $390 $28 $26.2 7.3% 6.7% 7.8x 8.4x $84.28 $121.66 $43.74 $60.81 Builders FirstSource. NasdaqGS:BLDR Pool Corp. NasdaqGS:POOL WESCO International NYSE:WCC Watsco Wolseley plc Median NYSE:WSO LSE:WOS $6.00 $4.85 $69.33 $51.61 $68.19 $65.38 $120.39 $60.48 $9.40 $589 $955 $1,604 $61 $34.9 $70.69 $3,024 $3,333 $2,247 $204 $186.9 $93.07 $3,039 $4,362 $7,890 $524 $503.2 $3,897 $15,549 $3,024 $4,424 $16,644 $3,333 $3,945 $22,170 $324 $2,371 $1,430 $204 $302.2 $1,122.8 $186.9 3.8% 9.1% 8.2% 6.6% 6.5% 6.6% 2.2% 15.8x 6.4% 8.3x 8.7x 5.1% 6.4% 11.6x 12.9x 10.7x 15.6x 14.5x 17.8x 13.7x 19.9x 10.7x 16.3x 14.6x 14.8x 14.8x 15F P/E 9.8x 27.4x 8.3% 7.7% 15F EV/ EBITDA 12.6x 8.0x 11.0x 10.7x ROIC 9.2% 17.4x 13.0% 24.6x 33.3% 15.4% 23.8x 21.3% 12.8x 14.2% 17.0x 18.8% 17.4x 15.4% Source: CapIQ as of March 2015. (1) OCF (Operating Cash Flow) represents EBITDA less Capital Expenditures. Indexed Stock Performance – LTM (Indexed Price) 120% Construction (5.8%) Indexed Stock Performance – Last Three Years S&P 500 (12.6%) 100% 80% Source: Factset. (Indexed Price) 170% Construction (44.4%) S&P 500 (50.0%) 120% 70% Source: Factset. Construction – EV/LTM EBITDA 20.0x 15.0x 10.0x 5.0x 0.0x Source: Capital IQ. Supply Chain Services Investment Banking 38 Public Comparables by Sector Median: 10.6x 14.1x William Blair & Company Technology Distribution ($ in millions, except share price data) Current Stock Price 52-Week LTM Company Exchange Ticker Anixter International NYSE:AXE $76.82 $73.34 $105.84 $2,525 $3,640 Avnet NYSE:AVT $44.39 $35.53 $48.18 $6,054 $7,252 Arrow Electronics NYSE:ARW $59.68 Black Box Corporation NasdaqGS:BBOX Ingram Micro NYSE:IM Premier Farnell plc LSE:PFL Insight Enterprises ScanSource Tech Data Corp. Universal Power Group Median NasdaqGS:NSIT NasdaqGS:SCSC NasdaqGS:TECD OTCPK:UPGI $21.60 $23.28 $27.25 $2.80 Low $45.47 High $19.34 $22.22 $21.59 $2.17 $63.78 $26.60 $332 $6,446 5.6% 9.1x 10.1x 8.7x 13.0x 15.8% $1,050 $890.4 3.7% 3.2% 6.9x 8.1x 6.4x NA 14.2% $22,769 $1,036 $476 $986 $56 $913.6 $47.8 4.6% $674.8 $3.57 $1,028 $1,397 $1,597 $164 $152.5 10.3% $301.0 1.1% $42.99 $2.00 $1.41 $2.48 $71.31 $1,078 $962 $2,089 $2,023 $1,586 $1,710 $10 $16 $5,316 $180 $3,040 $119 $28,304 $87 $318 $5,881 $2 $249 $170.3 $93.9 $1.4 $235.7 4.0% 5.7% $763 $1,105 ROIC 6.2% $46,487 $1,083 15F P/E $361.3 $4,357 $31.94 15F EV/ EBITDA $402 $7,402 $28,124 EBITDA OCF EV/ EV/ Margin Margin EBITDA OCF $3,637 $31.32 $52.22 $5,708 Enterprise Value (EV) Revenue EBITDA OCF $30.96 $37.63 $54.60 Equity Value 4.9% 1.6% 1.5% 3.4% 3.2% 9.5% 3.9% 1.7% 3.1% 1.1% 3.8% 1.6% 3.2% 7.1x 8.5x 5.7x 6.1x 8.5x 8.1x 9.9x 6.5x 6.5x 9.2x 8.1x 10.2x 10.7x 11.4x 6.4x 7.6x 6.7x 8.7x 6.9x 9.5x 7.5x 11.0x 5.8x 12.5x 7.4x 13.7x 4.9x 8.7x 5.4x NA 6.9x 14.1% 7.4% 8.2x 11.7% 12.9x 24.8% 17.9% 13.4% 10.4x 7.9% NA 1.8% 11.8x 13.8% Source: CapIQ as of March 2015. (1) OCF (Operating Cash Flow) represents EBITDA less Capital Expenditures. Indexed Stock Performance – LTM (Indexed Price) 120% Tecnology Distribution (-3.0%) 100% 80% Source: Factset. Indexed Stock Performance – Last Three Years S&P 500 (12.6%) (Indexed Price) 170% Tecnology Distribution (24.0%) S&P 500 (50.0%) 120% 70% Source: Factset. Technology – EV/LTM EBITDA 12.0x 10.0x 8.0x 6.0x 4.0x 2.0x 0.0x Median: 7.1x 7.5x Source: Capital IQ. Supply Chain Services Investment Banking Public Comparables by Sector 39 William Blair & Company Energy / Oil & Gas Distribution ($ in millions, except share price data) Company 52-Week Current Stock Price Low Exchange Ticker LTM High DCP Midstream Partners LP NYSE:DPM $36.20 $35.10 $57.98 Energy Transfer Partners, L.P. NYSE:ETP $54.41 $53.01 $69.66 Enbridge Inc. Global Partners LP Martin Midstream Partners LP Suburban Propane Partners, L.P. Median TSX:ENB NYSE:GLP $46.22 NasdaqGS:MMLP NYSE:SPH $35.07 $32.29 $44.00 $36.82 $30.45 $24.03 $39.91 Equity Value $4,125 Enterprise Value (EV) Revenue EBITDA OCF $6,462 $3,488 $567 EBITDA OCF EV/ EV/ Margin Margin EBITDA OCF $229.0 16.3% ($553.0) 7.0% $50.93 $39,367 $75,729 $32,503 $4,125 ($4,962.6) $45.75 $1,073 $1,727 $17,270 $254 $158.7 $43.89 $48.61 $19,451 $1,145 $2,660 $3,393 $44,545 $2,061 $3,842 $5,152 $51,158 $3,605 $1,642 $1,835 $141 $10,379 $332 $449 $57.2 $303.3 $107.9 28.2x 10.1x 13.2x 9.0% (1.1%) 12.4x NA 9.1x 17.8x 6.8% 1.5% 0.9% 10.7% ROIC 11.4x (15.3%) 18.1% 15F P/E 6.6% 12.7% 8.6% 15F EV/ EBITDA 18.4x 6.8x 10.9x 11.6x 12.7x 3.5% 14.6x 2.2% 12.0x 16.5% NA 15.7x 7.7x NMF 10.6x 12.7x 10.3x 11.2x 26.4x 5.8% 15.2x 13.4% 17.3x 8.7% 26.1x 5.2% 17.5x 7.7% Source: CapIQ as of March 2015. (1) OCF (Operating Cash Flow) represents EBITDA less Capital Expenditures. Indexed Stock Performance – LTM (Indexed Price) 120% Energy, Oil, & Gas (4.5%) Indexed Stock Performance – Last Three Years S&P 500 (12.6%) 100% 80% Source: Factset. (Indexed Price) 170% Energy, Oil, & Gas (19.6%) S&P 500 (50.0%) 120% 70% Source: Factset. Energy / Oil & Gas – EV/LTM EBITDA Median: 13.0x 25.0x 20.0x 15.0x 10.0x 5.0x 0.0x Source: Capital IQ. Supply Chain Services Investment Banking 40 Public Comparables by Sector 11.6x William Blair & Company Specialty Chemicals Distribution ($ in millions, except share price data) Current Stock Price Company Exchange Ticker Aceto Corp. NasdaqGS:ACET Air Products & Chemicals NYSE:APD Airgas AmeriGas Partners LP Brenntag AG $21.25 $119.00 NYSE:APU $47.50 $40.96 $52.72 $152.00 XTRA:BNR $58.05 $22.98 L'Air Liquide SA ENXTPA:AI $126.99 NYSE:PX $123.80 Median $23.78 $101.36 NasdaqGS:HWKN Praxair $16.52 High $114.84 Hawkins Linde Aktiengesellschaft Low LTM NYSE:ARG Ferrellgas Partners LP NYSE:FGP Innophos Holdings 52-Week NasdaqGS:IPHS DB:LIN $38.29 $55.29 $198.62 $114.28 $619 $8,627 $158.20 $32,570 $58.32 $36.25 $21.24 $28.70 $32.98 $50.96 Equity Value $45.13 $63.29 Enterprise Value (EV) Revenue EBITDA OCF $688 $11,030 $519 $49 $5,271 $373 $356 $242 $41 $839 $142 $922.5 $750.3 17.0% 13.6% 22.5% 11.0% $50,712 $18,866 $4,688 $2,386.0 $117.32 $134.84 $35,752 $10,535 $45,447 $12,273 $3,885 $2,196.0 $8,627 $46,963 $20,634 $4,638 $5,271 $879 6.1% $114.3 $43,768 $36,878 7.1% 10.8% $29.1 $127.73 $203.09 25.5% $182.5 $90.65 $145.57 NMF 9.9% $408 $1,287 14.6x 13.3% $879 $1,188 8.8% $351.9 $12,394 $2,230 14.3x $473 $10,535 $3,416 14.0x 10.1% $8,969 $1,901 9.3% 18.4% $2,662 $3,556 9.5% $533.7 $10,454 $6,994 $48.0 $970 $38,866 $4,412 EBITDA OCF EV/ EV/ Margin Margin EBITDA OCF $2,269.6 $533.7 8.2% 11.5% 8.2% 24.8% 31.7% 17.0% 11.4x 11.4% 13.0x 22.5x 13.6% 14.8x 19.9x 10.7x 14.1x 18.7x 9.1x 9.1x 10.8x 17.9% 11.7x 10.1x 11.7x 14.0x 12.8x 11.3x 12.5x 11.1x NA 9.0x 21.3x 11.4x 20.7x 11.1x 20.7x 19.3x ROIC 18.0x 10.4x 12.0x 15F P/E NA 20.7x 12.6% 9.9% 15F EV/ EBITDA 10.7x 11.6x 21.3x 16.8% 17.4x 7.9% 21.2x 15.7% 17.8x 15.3% 23.3x 12.4% 17.3x 17.9% 22.5x 14.9% 22.1x 8.2% 19.6x 18.3% 21.2x 14.9% Source: CapIQ as of March 2015. (1) OCF (Operating Cash Flow) represents EBITDA less Capital Expenditures. Indexed Stock Performance – LTM (Indexed Price) 120% Specialty Chemicals (6.5%) 100% 80% Source: Factset. Indexed Stock Performance – Last Three Years S&P 500 (12.6%) (Indexed Price) 170% Specialty Chemicals (27.0%) S&P 500 (50.0%) 120% 70% Source: Factset. Specialty Chemicals – EV/LTM EBITDA Median: 9.6x 15.0x 10.0x 12.6x 5.0x 0.0x Source: Capital IQ. Supply Chain Services Investment Banking Public Comparables by Sector 41 William Blair & Company Stock Price Performance – LTM Construction (5.6%) Specialty Chemicals (6.5%) S&P 500 (12.6%) (Indexed Price) 125 Energy / Oil & Gas (4.5%) Technology (-3.0%) 120 115 Industrial (-18.6%) Transportation & Heavy Equip (-2.2%) 12.6% 110 6.5% 5.6% 4.5% 105 100 (2.2%) (3.0%) 95 90 85 (18.6%) 80 75 Source: FactSet. Stock Price Performance – Last Three Years Construction (47.5%) Technology (18.8%) (Indexed Price) 170 Energy / Oil & Gas (23.6%) Transportation (34.2%) 160 150 140 130 120 Industrial (-8.0%) S&P 500 (50.0%) Specialty Chemicals (26.0%) 50.0% 47.5% 34.2% 26.0% 23.6% 18.8% 110 100 90 80 70 Source: FactSet. Supply Chain Services Investment Banking 42 Public Comparables by Sector (8.0)% William Blair & Company Specialty Distribution Industry Insights Top Distributors – Industrial & Building Material/Construction ($ in billions) Industrial Building Material/Construction 2013 Revenue 2013 Revenue Rank Company 1 Wolseley Industrial Group $12.6 ABC Supply Co $5.0 3 HD Supply $8.5 Allied Building Products $2.3 2 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 W. W. Grainger MRC Global Corp. Airgas Motion Industries DistributionNOW The Fastenal Company MSC Industrial Supply Applied Industrial Technologies McMaster-Carr WinWholesale Inc. Sonepar Industrial Edgen Group Interline Brands Wurth Group DXP Enterprises Kaman Industrial Technologies F.W. Webb ERIKS North America Source: Modern Distribution Management and industry sources. $9.4 $5.2 $5.1 $4.4 $4.3 $3.3 $2.5 $2.5 $2.1 Company ProBuild Holdings Beacon Roofing Supply BlueLinx Corp. 84 Lumber Builders FirstSource HD Supply L&W Supply Roofing Supply Group $4.3 $2.2 $2.2 $2.1 $1.5 $1.3 $1.3 $1.0 $2.2 ~$2.0 ~$1.8 $1.6 $1.5 $1.2 $1.1 $0.9 $0.8 Supply Chain Services Investment Banking Specialty Distribution Industry Insights 43 William Blair & Company 2015 Revenue Outlook by Subsector Up More than 10% Up 5%-10% Up Less than 5% Flat Down Less than 5% Down 5%-10% Building Materials 29.8% 46.8% 19.2% 4.3% 0.0% 0.0% Consumer Products 33.3% 61.2% 0.0% 4.8% 0.0% 0.0% Chemicals & Plastics 23.8% Electrical / Electronics 71.4% 30.8% Grocery/ Foodservice* 56.4% 10.3% 54.6% 12.1% 58.3% 12.5% 0.0% 100.0% 0.0% 33.3% 47.1% 55.6% HVACR / Plumbing 44.4% 33.3% Industrial 26.0% Janitorial Supplies 58.3% 25.0% Oil & Gas Products 29.6% Pharmaceutical* Pulp & Paper 63.0% 26.1% Safety Products 4.8% 73.9% 0.0% 2.3% 0.0% 2.3% 1.8% 2.3% 2.4% 2.5% 2.8% 1.2% 3.8% 11.5% 4.4% 4.9% 5.0% 8.5% 5.0% 7.7% 8.2% 8.3% 2. Grocery & Foodservice 3. Pharmaceutical 9. Agricultural Products 10. Misc. Durable Goods 11. Commercial Equipment 12. Metal Service & Supplies Centers 13. Apparel & Piece Goods 17. Hardware, Plumbing & Heating 6. Motor Vehicles & Parts 14. Beer, Wine & Liquor 18. Office Products 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 7.8% 0.0% 1.2% 7. Computer Equipment & Software 15. Chemicals & Plastics 19. Furniture & Home Furnishings Source: Modern Distribution Management. Supply Chain Services Investment Banking 44 Specialty Distribution Industry Insights 14.0% 12.0% 2014 Growth 2013 Industry Average 0.0% 2013 Growth 2014 Industry Average 12.8% 11.9% 10.0% 11.8% 9.0% 8.0% 8.4% 6.4% 6.0% 1. Oil & Gas Products 5. Electrical & Electronics 0.0% Top 5 Sectors by Revenue Growth (2014 Growth) 14.6% 3.0% 0.0% 4.2% 3.8% 9.8% 0.0% 2.1% 0.0% 0.0% 0.0% 0.0% 7.3% 3.8% 0.0% 0.0% 0.0% 6.3% 0.0% 0.0% 0.0% Source: Modern Distribution Management. * Denotes few than 20 respondents in the sample. Distribution Industry by Sector – 2013 0.0% 4. Industrial 8. Other Consumer Products 16. Building Material & Construction 4.0% 0.0% Building Material & Construction Motor Vehicles & Parts 6.5% 4.5% 2.9% 2.0% 7.7% Hardware, Oil & Industrial Plumbing Gas Products Distributors & Heating Source: Modern Distribution Management. Key Economic Data William Blair & Company Key Economic Data Production Metrics Industrial Production Index 120 100 80 60 40 20 0 ISM Manufacturing: PMI Composite Index 70 60 50 40 30 20 10 0 Source: Federal Reserve Board/Haver Analytics. Source: Institute for Supply Management/Haver Analytics. Manufacturers’ Inventories: All Industries Merchant Wholesalers: Total Inventories ($ in millions) ($ in millions) $700,000 $600,000 $500,000 $400,000 $300,000 $200,000 $100,000 $0 Source: Census Bureau/Haver Analytics. Supply Chain Services Investment Banking 45 Key Economic Data $600,000 $500,000 $400,000 $300,000 $200,000 $100,000 $0 Source: Census Bureau/Haver Analytics. William Blair & Company Construction Metrics Housing Starts Total Residential Construction (thousands of units) ($ in millions) 2,500 2,000 1,500 1,000 500 0 $70,000 $60,000 $50,000 $40,000 $30,000 $20,000 $10,000 $0 Source: Census Bureau/Haver Analytics. Source: Census Bureau/Haver Analytics. Total Nonresidential Construction Architectural Billings Index (ABI) ($ in millions) $800,000 $700,000 $600,000 $500,000 $400,000 $300,000 $200,000 $100,000 $0 Source: Census Bureau/Haver Analytics. 70 Current: 50.9 60 Expansion 50 40 Contraction 30 Source: American Institute of Architects/Haver Analytics. Supply Chain Services Investment Banking Key Economic Data 46 William Blair & Company Global Market Data Top 10 Countries’ Annual GDP Growth Global Economic Data Points – Top 10 Countries (Ranked by GDP) ($ in millions) Country United States China Japan Germany France United Kingdom Brazil Italy Russian Federation India 2013 GDP GDP Annual Growth Imports of Goods and Services (% of GDP, 2013) Exports of Goods and Services (% of GDP, 2013) $16,768,100 2.22% 16.52% 13.49% $4,919,563 1.61% 18.99% 16.15% $9,240,270 $3,730,261 $2,806,428 $2,678,455 $2,245,673 7.67% 0.11% 0.29% 1.73% 2.49% $2,149,485 -1.93% $1,876,797 5.02% $2,096,777 1.32% Source: World DataBank/Haver Analytics, as of December 19, 2014. Supply Chain Services Investment Banking 47 Key Economic Data 23.85% 39.75% 29.77% 31.72% 15.04% 26.28% 22.49% 28.41% Annual Growth in Imports of Goods and Services 1.14% 3.04% 3.09% 1.53% 26.41% 10.77% 45.56% 3.13% 28.28% 29.84% 12.55% 1.71% 0.54% 8.34% 28.56% -2.71% 24.82% -2.55% 28.37% Annual Growth in Exports of Goods and Services 3.70% 8.67% 1.58% 2.18% 0.54% 2.53% 0.59% 4.20% 8.44% William Blair & Company Sales / Consumer Metrics Total Retail Sales Merchant Wholesalers Sales ($ in millions) ($ in millions) $400,000 $400,000 $500,000 $300,000 $200,000 $100,000 $0 $500,000 $300,000 $200,000 $100,000 $0 Source: Census Bureau/Haver Analytics. Source: Census Bureau/Haver Analytics. Retail E-Commerce Sales Total Retail Inventories ($ in millions) ($ in millions) $100,000 $80,000 $60,000 $40,000 $20,000 $0 Source: Census Bureau/Haver Analytics. $600,000 $500,000 $400,000 $300,000 $200,000 $100,000 $0 Source: Census Bureau/Haver Analytics. Supply Chain Services Investment Banking Key Economic Data 48 William Blair & Company Commodity Prices Steel Prices Copper Prices ($/ton) ($/ton) $1,000 $800 $600 $400 $200 $0 $12,000 $10,000 $8,000 $6,000 $4,000 $2,000 $0 Source: Factset Research Systems. Source: Factset Research Systems. Oil Prices Natural Gas ($/bbl) ($/million btu) $160 $140 $120 $100 $80 $60 $40 $20 $0 Source: Factset Research Systems. Supply Chain Services Investment Banking 49 Key Economic Data $20 $15 $10 $5 $0 Source: Factset Research Systems. William Blair & Company Key Economic Data U.S. GDP Growth Rate 7.5% 5.0% 2.5% 0.0% -2.5% -5.0% -7.5% U.S. Unemployment Rate Current: 5.0% 12.0% Current: 5.6% 10.0% 8.0% 6.0% 4.0% 2.0% 0.0% Source: Factset Research Systems. Source: Factset Research Systems. Index of Consumer Sentiment 10-Year U.S. Treasuries Yield and CPI 120 100 80 60 40 20 0 Source: University of Michigan. 7.0% 5.0% Yield Inflation 3.0% 1.0% (1.0%) (3.0%) Current Yield: 2.5% Current Inflation: 1.4% Source: Factset Research Systems. Supply Chain Services Investment Banking Key Economic Data 50 William Blair & Company Notes Supply Chain Services Investment Banking 51 Notes William Blair & Company Disclosures William Blair is a trade name for William Blair & Company, L.L.C. and William Blair International, Limited. William Blair & Company, L.L.C., is a Delaware company and is regulated by the Securities and Exchange Commission, The Financial Industry Regulatory Authority, and other principal exchanges. William Blair International Limited is authorised and regulated by the Financial Conduct Authority ("FCA") in the United Kingdom. William Blair & Company® only offers products and services where it is permitted to do so. Some of these products and services are only offered to persons or institutions situated within the United States and are not offered to persons or institutions outside of the United States. This material has been approved for distribution in the United Kingdom by William Blair International Limited, Regulated by the Financial Conduct Authority (FCA), and is directed only at, and is only made available to, persons falling within COB 3.5 and 3.6 of the FCA Handbook (being “Eligible Counterparties” and Professional Clients). This Document is not to be distributed or passed on to any “Retail Clients.” No persons other than persons to whom this document is directed should rely on it or its contents or use it as the basis to make an investment decision. William Blair & Company | 222 West Adams Street | Chicago, Illinois 60606 | +1 312 236 1600 | williamblair.com Supply Chain Services Investment Banking Disclosures 52 About William Blair Investment Banking William Blair’s investment banking group combines significant transaction experience, rich industry knowledge, and deep relationships to deliver successful advisory and financing solutions to our global base of corporate clients. We serve both publicly traded and privately held companies, executing mergers and acquisitions, growth financing, financial restructuring, and general advisory projects. This comprehensive suite of services allows us to be a long-term partner to our clients as they grow and evolve. From 2010-2014, the investment banking group completed more than 330 merger-andacquisition transactions worth $73 billion in value, involving parties in 36 countries and five continents, was an underwriter on more than 20% of all U.S. initial public offerings, and raised nearly $100 billion in public and private financing.