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111-177-155 0-51-10228-90-165181-208-23792-153-208150-190-226 75-139-11828-69-56137-193-137161-205-161 197-212-243 208-226-208 Brown Gibbons Lang & Company.

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Presentation on theme: "111-177-155 0-51-10228-90-165181-208-23792-153-208150-190-226 75-139-11828-69-56137-193-137161-205-161 197-212-243 208-226-208 Brown Gibbons Lang & Company."— Presentation transcript:

1 Brown Gibbons Lang & Company Firm Overview August, 2014 STRICTLY CONFIDENTIAL Mergers & Acquisitions | Debt & Equity Placements | Financial Restructurings | Valuations & Fairness Opinions CHICAGO CLEVELAND

2 Andrew K. Petryk Managing Director & Principal Industrials Group Head o: m: e: BGL Primary Contacts Kevin H. Sargent Director & Principal Industrials Group o: m: e: Chicago One Magnificent Mile 980 North Michigan Avenue Suite 1880 Chicago, IL p: f: Cleveland 1111 Superior Avenue Suite 900 Cleveland, OH p: f: Brown Gibbons Lang & Company Argentina Australia Austria Belgium Bosnia-Herzegovina Brazil Canada Chile China Colombia Croatia Denmark Finland France Germany Greece Mexico Netherlands Norway Peru Poland Romania Russia Serbia Global M&A Partners Hong Kong Hungary Israel Italy Japan Kenya Latvia Luxembourg Slovenia South Korea Spain Sweden Switzerland Turkey United Kingdom United States John R. Tilson Managing Director & Principal Consumer Group Head o: m : e: John C. Riddle Managing Director & Principal Healthcare Group Head o: m: e: Scott T. Berlin Managing Director & Principal Metals Group Head o: m: e: Michael E. Gibbons Senior Managing Director & Principal, Co- Founder o: m: e: Manfred R. Steiner Managing Director & Principal Healthcare Facilities Group Head o: m: e: Effram E. Kaplan Managing Director & Principal Business Services Group Head o: m: e: Anthony D. Delfre Director Real Estate Group Head o: m: e: Cleveland Office Chicago Office

3 Leading Investment Banking Advisory Firm Independent | Middle Market Focused | Deep Industry Expertise | Global Access Market PositioningGlobal Reach Core Capabilities Deep Transaction Expertise:  Senior team with broad experience  Extensive expertise across M&A and private capital transactions  Senior bankers involved in execution  High success rate on engaged transactions Middle Market Focus:  Long-standing commitment to middle market  Deep sector experience  Tenured relationships with private equity  Relationships with large strategic players Global Access Independence Independent advisory firm not tied to any larger institution, enabling us to provide sound advice without conflicts of interest Focused on the middle market Senior bankers with significant experience and tenure; partners average over 20 years of experience and 10 years with BGL Domestic reach with offices in Chicago and Cleveland Global reach with partners transacting in 50 countries around the world Deep industry experience across many core sectors Balance Sheet Restructurings Sales of Non-Core Assets or Businesses §363 Auctions Balance Sheet Restructurings Sales of Non-Core Assets or Businesses §363 Auctions All Tranches of Debt & Equity Capital for: Growth Acquisitions Recapitalizations Dividends All Tranches of Debt & Equity Capital for: Growth Acquisitions Recapitalizations Dividends Sell-Side Advisory General Financial & Strategic Advice Acquisitions & Divestitures Public & Private Mergers Special Committee Advice Strategic Partnership & Joint Venture Formation Fairness Opinions & Fair Value Opinions Sell-Side Advisory General Financial & Strategic Advice Acquisitions & Divestitures Public & Private Mergers Special Committee Advice Strategic Partnership & Joint Venture Formation Fairness Opinions & Fair Value Opinions M&A Advisory Private Placements Financial Restructuring

4 Committed to the Middle Market Extensive experience and success positioning middle market businesses to optimize the transaction outcome Long-standing relationships with strategic players in our core industry verticals: – A majority of our sell-side transactions involve a strategic buyer Extensive knowledge of the private financing markets: – Close relationships within the financial sponsor community – Knowledge of the debt markets allows for efficient execution of M&A and financing transactions Data shown relates to transactions closed from Present Client OwnershipBuyer Composition Service Offering

5 Expert Transaction Execution Driving Valuations and Delivering Optimal Deal Terms for Our Clients Proven ability to execute highly competitive transaction processes: – Perform thorough due diligence upfront – Optimally position the Company and its key investment themes – Maximize value through aggressive, yet reliable and defensible earnings and cash flow projections – Unmatched ability to reach the highest probability buyers, both domestically and internationally – Leverage BGL’s resources to limit management / business disruption – Maintain a competitive bidding process – Utilize BGL’s proprietary database, tracking buyer behavior and performance to select the “right” buyers – Senior-level commitment and frequent communication with the shareholders throughout the process For transactions closed from 2006 – 2011 (1) Typically a result of declining company performance or a material change in the M&A/capital markets Above Range: 63.2% Within Range: 27.4% Below Range (1) : 9.4% Closing Valuation vs. Preliminary Valuation Range Since 2006, 90% of BGL’s transactions closed at valuations in or above the preliminary valuation range

6 Deep Experience In Our Core Industry Verticals Apparel Outdoor & Recreational Products Health & Wellness / Natural & Organic Specialty Retail Luxury & Fashion Consumer Products & Retail Services Representative Sector Transactions Direct Selling / Multi-Level Marketing Consumer Retail Services Personal Care Infant/Children Products Housewares & Kitchen Products Group Head: John Tilson Distribution & Services Centers Precision Processing & Fabrication Pipe & Tube Manufacturers Metals & Metals Processing Representative Sector Transactions Integrated Mills Welding Forging & Stamping Iron & Steel Foundries Group Head: Scott Berlin Entertainment & Leisure Healthcare Facilities Industrial Real Estate Representative Sector Transactions Office Retail Multi-Family Student Housing Group Head: Anthony Delfre Medical Products & Equipment Biopharmaceuticals Diagnostics Healthcare IT Healthcare & Life Sciences Representative Sector Transactions Managed Care Medical Devices Healthcare Providers Research Tools & Services Group Head: John Riddle Industrial Distribution Industrial Automation & Controls Construction & Building Products Plastics & Packaging Industrials Representative Sector Transactions Rubber Compounding Specialty Chemicals Test & Measurement Automotive Components & Systems Group Head: Andrew Petryk Energy & Environmental: Solid Waste Special waste EE&C E-Waste & Metals Recycling Oilfield Services Renewables and CleanTech Waste-to-Energy (WtE) Energy & Environmental Services Representative Sector Transactions Group Head: Effram Kaplan Business Services: Business Process Outsourcing Litigation Services Media, Marketing & Communications Revenue Cycle Mgmt. Payment Processing Insurance Services IT Services

7 BGL’s Sector Focus BGL’s sector teams have extensive history and transaction expertise within select industry verticals – Our senior bankers have experience and long-standing relationships with industry players – Experience with public and privately-owned clients, both foreign and domestic – Senior operating advisors to provide further breadth of industry knowledge: Constant monitoring of and participation within industry provides unique insight and perspective on the industry’s environment and trends: – Regular interaction with large and small public and private companies, both domestic and international – Continual dialog with leading private equity and venture capital firms focused on BGL’s core sectors – Conference speaking engagements and published work, including semi-annual research and quarterly market updates Healthcare & Life Sciences Insider Metals & Metals Processing Insider Plastics & Packaging Insider Environmental Services Insider Middle Market Lender Insider Additional BGL Research Reports Available: Industrials Insider Business Services Insider Consumer and Retail Services Insider Automotive Insider Building Products Insider

8 Strong track record of success selling companies for and to private equity funds Regular contact with and feedback from private equity firms regarding investment interests and status of portfolio companies Strong reputation for marketing quality opportunities and maintaining integrity throughout transaction processes BGL Has Long-Standing Relationships with, and Significant Knowledge of, the Private Equity Community Select Private Equity Clients

9 Global M&A Partners International Presence, Local Expertise Leading Global Advisory Group Truly Global We are present in 35 countries around the world and have a team of over 200 active dealmakers, supported by 100+ analysts Core Business: Middle Market M&A Our advisors provide the M&A and Strategic Advisory services exclusively to the middle market Senior Advisors Our senior advisory team combines transactional insight with access to resources, and relationships with potential investors Local Connections in International Markets “Best in local market” offices in countries across the world have established relationships with in-country private equity and strategic firms, allowing us to effectively reach international investors Global M&A also facilitates transactions by removing cultural and language barriers Results Over the past five years, Global M&A has completed over 1,500 transactions with combined value in excess of $54 billion BGL has completed over 17 cross border transactions since 2000 The Americas Argentina Brazil Canada Chile Colombia Mexico Peru United States Europe Austria Belgium Denmark Finland France Germany Hungary Italy Africa Kenya Euro Latvia Netherlands Norway Poland Russia Spain Sweden Switzerland Turkey United Kingdom Office Locations Asia & Asia Pacific Australia China Hong Kong Israel Japan South Korea

10 / / / / / / / / / / / / / / / / / / / / has been acquired by BGL Has Significant Experience Selling Businesses to Large Domestic and Foreign Strategic Buyers /

11 United Fixtures (Inland Marine Transportation) BGL Has Significant Success Selling Businesses to Leading Private Equity Firms

12 BGL Has Vast Experience in All Types of Equity and Debt Financing

13 BGL Senior Banker Biographies

14 Founder of Brown Gibbons Lang & Company Leads BGL’s cross-border relationships with the firm’s Global M&A partners, and provides an active senior role to client engagements and business development opportunities Former president and CEO of Underwood, Neuhaus & Company, a leading regional securities and investment banking firm in Houston, Texas focused on the Oil & Gas sector, and a senior vice president at McDonald & Company Securities, Inc. Currently serves on the Board of Directors of Associated Estates Realty Corporation (NYSE: AEC) and Preformed Line Products Company (NasdaqGS: PLPC) B.S., cum laude, Economics and Political Science, Kenyon College M.S., Management, Case Western Reserve University J.D., Cleveland State University Michael E. Gibbons Founder, Senior Managing Director & Principal Joined BGL in 1996 Over 20 years of investment banking and corporate finance experience Head of BGL’s Industrials Sector Team Prior experience in private equity, corporate finance, institutional sales, and public accounting Worked in the structured finance group with Key Bank and started his career at Ernst & Young (currently a non-practicing C.P.A.) Formerly the President of the Association for Corporate Growth (“ACG”) – Cleveland Chapter B.S., Miami University M.B.A., Case Western Reserve University Weatherhead School of Management Andrew K. Petryk Managing Director & Principal; Head of Industrials Practice Joined BGL in 1997 Leads the firm’s Metals and Metals Processing sector practice with over a decade of experience within various industry segments Prior experience as a lending officer in the Middle-Market Group at the Northern Trust Company in Chicago Serves on the board of directors of Hallmark Financial Services, Inc. (NASD:HALL), E Prep Schools in Cleveland, Ohio, and the Cleveland Zoological Society B.S., Miami University M.B.A., Case Western Reserve University Weatherhead School of Management Scott T. Berlin Managing Director & Principal; Head of Metals and Metals Processing Practice The BGL Senior Team

15 Joined BGL in 2004 and has over 20 years of investment banking and corporate finance experience Head of both BGL’s and Global M&A Partners’ Consumer and Retail Services teams Prior to joining BGL, served as a Managing Director at Duff & Phelps LLC and a Managing Director at Banc One Capital Markets (now JP Morgan Chase & Co.) Former Managing Director at First Chicago Capital markets, founding the Detroit office for the firm in 1996 Began his investment banking career in 1990 with American National Bank & Trust Company, a subsidiary of First National Bank of Chicago B.S., University of Illinois M.B.A., Kellogg School of Management at Northwestern University John R. Tilson Managing Director & Principal; Head of Consumer and Retail Services Practice Leads the firm’s investment banking activities in the Business Services sector Over 15 years of investment banking and corporate finance experience Clients include both leading private equity groups and private companies Has spent over a decade focused on various segments within the business services industry Prior to joining BGL, was an Associate at Key Capital Markets’ and prior to, held management consulting positions at Arthur Andersen and Cap Gemini B.S., Miami University M.B.A., The University of Chicago Booth School of Business Effram E. Kaplan Managing Director & Principal; Head of Business Services Practice Leads the firms investment banking activities in the Healthcare and Life Sciences sector Over 20 years of investment banking and capital markets experience, advising clients across a broad spectrum of mergers and acquisitions, capital markets activities, and strategic advisory assignments Before joining BGL, he was a Managing Director at GCA Savvian Advisors and a Managing Director at Dresner Partners Previously was Director of Corporate Development at Teliconics, Inc. Began his career in 1990 with Continental Bank, prior to its acquisition by Bank of America. B.A., Wabash College M.B.A., The University of Chicago Booth School of Business John C. Riddle Managing Director & Principal; Head of Healthcare & Life Sciences Practice The BGL Senior Team

16 Partner in the Healthcare Group and leads BGL’s Hospitals and Health Systems practice Extensive experience providing corporate finance advisory services to hospitals, health systems, and allied facility-based and clinical services, as well as broad experience across the provider-based spectrum Before joining BGL, served as a Managing Director in the Financial Advisory Group at Huron Healthcare Prior to Huron, he was a Principal at Wellspring Partners Previously held senior positions at Valuation Counselors and Price Waterhouse B.S., cum laude, Babson College M.B.A., The University of Chicago Booth School of Business Manfred R. Steiner Managing Director & Principal, Head of Healthcare Transaction Advisors The BGL Senior Team Kevin H. Sargent Director & Principal Nearly 15 years of investment banking and corporate finance transaction experience Prior to joining BGL in 2003, spent five years with KeyBanc Capital Markets (formerly known as McDonald Investments), where he worked on mergers and acquisitions, private placements, and public equity offerings across several industries Began his career as a research analyst specializing in macroeconomics and monetary policy for the Federal Reserve Bank of Cleveland B.S., cum laude, Miami University Anthony D. Delfre Managing Director, Head of BGL Real Estate Practice Over 19 years of experience in real estate and consulting, including work with corporations, endowments and high net worth individuals Lead Financial Consultant to the National Basketball Players Association (NBPA) for eight years, conducting the Financial Awareness Program meeting for all thirty NBA teams In 2007, formed his own business and real estate consulting firm, which provides services in lending/ refinancing of projects; analysis of grants, incentives and tax credits; and coordination of professionals engaged in a project’s needs including legal, accounting, general contracting, etc. B.S.B.A., Finance and Marketing, Ohio University

17 Cleveland 1111 Superior Avenue Suite 900 Cleveland, OH Phone: Fax: Chicago One Magnificent Mile 980 N. Michigan Avenue Suite 1880 Chicago, IL Phone: Fax:


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