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The BGL Industrials Insider is published by Brown Gibbons Lang & Company, a leading independent investment bank serving middle market companies throughout the U.S. and internationally. Insider Industrials Spotlight On: Page 4 Lubricants The industrials M&A market continues to exhibit strong momentum, with engineered consumables seeing an uptick in deal flow as investor focus turns to custom products and materials targeting specialized markets and applications. Lubricants is among the active markets, where consolidation is accelerating as participants look to build scale in a fragmented landscape. Strategic acquisitions have centered on expanding technology and engineering resources, broadening product portfolios, and diversifying into growing end markets. October 2016 Brown Gibbons Lang & Company Chicago One Magnificent Mile 980 N. Michigan Avenue Suite 1880 Chicago, IL 60611 Cleveland One Cleveland Center 1375 East 9th Street Suite 2500 Cleveland, OH 44114 Philadelphia One Liberty Place 1650 Market Street Suite 3600 Philadelphia, PA 19103 bglco.com
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Page 1: bglco.com Insider BGL Industrials Insider is published by Brown Gibbons Lang & Company, ... Houghton International acquired Wallover ... quenching oils, ...

The BGL Industrials Insider is published by Brown Gibbons Lang & Company, a leading independent investment bank

serving middle market companies throughout the U.S. and internationally.

Insider

Industrials

Spotlight On: Page 4

LubricantsThe industrials M&A market continues to exhibit strong momentum, with engineered consumables seeing an uptick in deal flow as investor focus turns to custom products and materials targeting specialized markets and applications.

Lubricants is among the active markets, where consolidation is accelerating as participants look to build scale in a fragmented landscape. Strategic acquisitions have centered on expanding technology and engineering resources, broadening product portfolios, and diversifying into growing end markets.

October 2016Brown Gibbons Lang & Company

Chicago One Magnificent Mile 980 N. Michigan Avenue Suite 1880 Chicago, IL 60611

Cleveland One Cleveland Center 1375 East 9th Street Suite 2500 Cleveland, OH 44114

Philadelphia One Liberty Place 1650 Market Street Suite 3600 Philadelphia, PA 19103

bglco.com

Page 2: bglco.com Insider BGL Industrials Insider is published by Brown Gibbons Lang & Company, ... Houghton International acquired Wallover ... quenching oils, ...

Environmental Services Insider

M&A and Capital Markets Activity• The middle market1 has continued to remain active but at reduced levels.

In 3Q16, M&A volume declined with the number of transactions down 5.1 percent from the previous quarter. Year-to-date (1Q-3Q 2016), deal flow declined 10.5 percent with deal value down 4.9 percent over the comparable period a year ago.

• Credit market fundamentals continue to remain attractive for borrowers as weak supply dynamics foster a highly competitive market for financing opportunities. Excess liquidity and scarce deal flow are driving aggressive pricing and structures, while uncertainty around the upcoming election has sidelined some issuers, according to Thomson Reuters, all contributing to lower volumes. Year-to-date leveraged loan volume of $88.1 billion was down 14 percent from the year-ago period, the lowest level since 2009, reported Thomson Reuters Loan Pricing Corporation. Sponsored volume of $30 billion was down 19 percent over the same period.

• Leverage multiples rebounded in September, according to Standard & Poors Leveraged Commentary & Data (S&P LCD), which reported total leverage of 4.6x for middle market1 transactions, up from 4.2x in August. Peak leverage of 4.8x was observed in January. Purchase price multiples for strategic and financial buyers registered 8.4x and 9.3x, respectively, on transactions valued less than $250 million, and 10.6x and 9.1x on transactions valued between $250 and $500 million, reported S&P LCD.

• The broader industrials deal market is active across all segments, with notable transaction activity in Aerospace, TransDigm (Young & Franklin and ILC Holdings), J.F. Lehman & Company (API Technologies), and Liberty Hall Capital Partners (AIM Aerospace); in Electrical Components and Equipment, Emerson’s announced acquisition (Pentair’s Valves & Controls business) and divestitures (Network Power to Platinum Equity and Motors & Drives and Electric Power Generation Business to Nidec); in Building Products, ABC Supply (L&W Builders Supply) and Melrose Industries (Nortek); and Industrial Machinery, Komatsu (Joy Global), Kyocera (SGS Tool), Altus Capital Partners (Nichols Portland), and Wynnchurch Capital (Texas Hydraulics).

• The market for engineered consumables is seeing a rise in M&A activity, with Lubricants among the active segments as buyers look to build scale and gain access to specialized markets and applications and new geographies. Notable strategic activity during the last six months includes FUCHS Group (Ultrachem, select assets from Chevron) and Houghton

International (Wallover Enterprises).

1 Middle market defined as enterprise values between $25 million and $500 million.

Page 3: bglco.com Insider BGL Industrials Insider is published by Brown Gibbons Lang & Company, ... Houghton International acquired Wallover ... quenching oils, ...

For more information on how

BGL’s Global Industrials Practice can assist

your company, please contact:

Delivering Results to the Global Middle Market

Andrew K. Petryk Managing Director & PrincipalHead: Industrials216.920.6613

[email protected]

Kevin H. Sargent Director & Principal216.920.6639

[email protected]

Public Equity Markets• The S&P 500 and DJIA are up 7.0 percent and 7.2 percent year-over-year,

respectively, and 6.0 percent and 5.8 percent year-to-date. All BGL Industrials composite indices outperformed the market during the year-to-date period, with the exception of Diversifieds and Electrical Components and Equipment.

*As of October 14, 2016.

Operating Highlights• Oil prices rebounded from an August low of $40/barrel (b) on news from the

International Energy Agency that balances indicated “essentially no oversupply

during the second half of the year.” Brent crude oil spot prices averaged $46/

barrel in August, according to the Energy Information Administration (EIA),

marking the fourth consecutive month prices averaged between $44/b and

$49/b. The EIA is forecasting Brent crude oil prices to average $43/b in 2016 and

$52/b in 2017.

• The manufacturing sector expanded in September supported by growing new

orders and production. According to the Institute for Supply Management

Report on Business, the September PMI registered 51.5 percent, up from

49.4 percent (contraction) in August. The overall economy grew for the 88th

consecutive month.

• Housing starts slowed in August to a SAAR of 1,142,000, down 5.8 percent from July, and finished 1.4 percent higher than the prior-year reading. Nonresidential construction spending fell for a second consecutive month in August, declining 1.1 percent from July, reported Associated Builders and Contractors. Overall growth in nonresidential building is projected to moderate at 5.6 percent in 2017, down slightly from 5.8 percent in 2016, according to the American Institute of Architects (AIA) semi-annual Consensus Construction Forecast. “Healthy job growth, strong consumer confidence, and low interest rates are several positive factors in the economy, which will allow some of the pent-up demand from the last downturn to go forward,” said AIA Chief Economist, Kermit Baker, Hon. AIA, PhD.

• While the August Architecture Billings Index (ABI) registered 49.7 in August, down from 51.5 in July, Baker points to six solid months of demand for design services in 2016. “Demand for residential projects has surged this year, greatly exceeding the pace set in 2015. This suggests strong future growth for housing in the coming year,” Baker said.

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Industrials Insider

Spotlight On:

4

Lubricants

Industrial consumables is seeing a rise in acquisition

activity as investor focus turns to custom-engineered

products and materials targeting specialized markets

and applications. Lubricants is among the particularly

active markets, with increased manufacturing activity

and strong end user demand expected to sustain

growth.

Economic expansion is boosting demand. The

manufacturing sector is exhibiting strength, supported

by growth in new orders and production in September,

in line with the overall economy which grew for the

88th consecutive month. In June, production rose to

the highest level since February 2015, according to the

Institute for Supply Management, which is forecasting a

stable outlook for the manufacturing sector through the

balance of the year.

Industrial production is projected to grow 3.2 percent

annually through 2020, in line with growth in the overall

economy, according to IBISWorld forecasts.

Steel

Domestic steel consumption returned to pre-

recessionary levels in 2014 (119 million tons) but saw

a subsequent decline in 2015 (108 million tons) due to

softness in the energy and heavy equipment sectors.

The steel industry should benefit from stronger

downstream demand and rebounding steel prices in the

coming years. A key driver to this industry is automotive

production, which has seen steady growth.

Automotive

Forecasts show that North American light vehicle

production will return to historic averages, reaching 19

million vehicles in 2018—equating to a 4-year CAGR

of 3.0 percent. The automobile engine and parts

manufacturing industry is projected to grow at a 3.7

percent CAGR over the next five years.

Aerospace

Aircraft manufacturers are reporting strong market

demand supported by gains in new orders and growing

backlogs. Growing air traffic will require the number of jet

airplanes in service to double over the next 20 years, from

approximately 22,510 in 2015 to 45,240 airplanes.

Construction

U.S. residential and non-residential fixed investment is

projected to grow at CAGRs of 10.7 percent and

4.1 percent, respectively, between 2014 and 2018.

LUBRICANTS

Economic growth, continued increases in industrial

production, and lower base oil prices are driving revenue

and profit growth for lubricants manufacturers. The use

of more advanced materials and manufacturing processes

is increasing the need for higher value-added specialty

lubricants. “Customer-centric” manufacturers focus

on customized products and formulations that offer a

strong value proposition and create a high resistance to

competitive product substitution. The trend of prolonging

the life of manufacturing equipment has continued

post-recession, and industrial lubricants are expected to

increase their share of industry revenue over the next five

years.

U.S. lubricant demand is forecasted to reach 2.4 billion

gallons in 2020, only a nominal gain from 2015 levels,

reported Freedonia. Metalworking fluids is expected

to be the fast-growing segment, with the metals and

transportation equipment markets contributing to gains.

Higher quality metalworking fluids such as synthetics,

semi-synthetics/synthetic blends, and water-soluble

products are seeing growing demand.

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Industrials Insider

5

Spotlight On: Lubricants

Selected Transaction Activity

The competitive landscape is highly fragmented, and

consolidation is expected to continue. The ten largest

manufacturers account for an estimated 50 percent of the

market with the remaining 50 percent served by 700-plus

manufacturers, many of which are smaller specialized

players focused on particular applications or geographic

markets. Strategic rationale for recent acquisitions has

centered on expanding technology and engineering

resources, broadening product portfolios, and diversifying

into growing end markets.

Source: The Freedonia Group.

U.S. Lubricant Demand

Total Demand (million gallons)

By Market

By Type (million gallons)

0

500

1,000

1,500

2,000

2,500

3,000

2010 2015 2020E

Other Types

Metalworking

Process Oils

Transmission & Hydraulics

Engine Oils

0

500

1,000

1,500

2,000

2,500

3,000

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2020E

0

500

1,000

1,500

2,000

2,500

3,000

2010 2015 2020E

Durable Goods Manufacturing

Transportation Equipment

Nondurable Goods Manufacturing

Commercial/Industrial

Light Vehicle

33%

20%17%

17%

13%

Light Vehicle

Commercial/Industrial

Nondurable Goods Manufacturing

Transportation Equipment

Durable Goods Manufacturing

Market Share, 2015

Germany’s FUCHS Group is actively

growing its Lubricants Business,

announcing the acquisition of Ultrachem

in August, its seventh acquisition since

2010. Ultrachem is a producer of specialty

synthetic lubricants for the compressor OEM and industrial

maintenance markets. The acquisition will expand FUCHS’

industrial specialty lubricants portfolio in the United States.

Ultrachem generated sales of EUR 15 million in fiscal 2016,

primarily in North America.

Commenting on the transaction, Steve Puffpaff, CEO

of FUCHS Lubricants Co. (USA), said, “Industrial oils

specialties is a core focus product segment and has been

an area of interest to us for quite some time. FUCHS has

a leading position in Europe, and we will use Ultrachem

as a nucleus to grow the business in the United States. He

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Industrials Insider

Spotlight On:

6

Lubricants

continued, “The acquisition, and especially the Ultrachem

team, will significantly enlarge our existing business

and will help to grow it using FUCHS know-how and

marketplace presence.”

This June, FUCHS purchased the U.S.-based global white

oils and food machinery specialty lubricants business

from Chevron. “Food Grade customers require support in

the areas of Food Safety, Preventative Maintenance, and

Lubricant Technology,” Puffpaff said. “The acquisition and

new marketer partnerships will significantly improve the

scale for support for Food Grade Lubricant customers.”

The Chevron business reported 2015 sales of EUR 11 million,

of which approximately 85 percent are in North America.

Additional acquisitions include, in 2015, Sweden-

based Statoil Fuel & Retail Lubricants, a manufacturer

of automotive and industrial lubricants operating in

Scandinavia, Poland, Russia, and the Baltic States with

sales of EUR 140 million; and Germany-based automotive

lubricant manufacturer Deutsche Pentosin-Werke GmbH,

with sales of EUR 135 million.

In July 2016, Houghton

International acquired Wallover

Enterprises, a move that

expands its metalworking capabilities. Wallover produces

customized and highly engineered oil and water-based

fluid products that include metalworking fluids, aqueous

cleaners, drawing and stamping compounds, rust

preventives, electrical discharge machining (EDM) fluids,

quenching oils, rolling oils, and industrial lubricants, with

manufacturing applications in the automotive, aerospace,

and medical industries. Wallover’s specialty fluid products,

sales teams, and technology resources will complement

and expand Houghton’s advanced fluid solutions for its

customers in North America. “The combination of these

two businesses will provide a broader product portfolio

and stronger industry expertise and innovation to our

combined customer base,” said Jeewat Bijlani, president of

Houghton Americas.

Additional acquisitions include Braemar UK Ltd in March

2015, a manufacturer of metalworking lubricants and fluids

specializing in water-based systems; the North American

Steel Business of Henkel in March 2014, which added

rolling oils, pickle oils, wet temper fluids, and steel mill

specific cleaners; and in February 2011, the metalworking

and metal rolling oils business from Royal Dutch Shell plc

which increased exposure to growing markets in Europe.

Houghton is a subsidiary of Gulf Oil International, which it

acquired from AEA Investors in 2012.

Quaker Chemical Corporation (NYSE:

KWR) has completed eight transactions

since 2010, including its latest buy,

Verkol, S.A. in July 2015, to further

solidify its presence in the specialty

grease market. Verkol is based in

Northern Spain and manufactures specialty grease and

lubricants for industrial end markets with a particular

strength serving the steel industry. Quaker CEO Michael

Barry, commented, “Verkol is a market leader in specialty

grease and lubricants for the Spanish market with world-

class grease manufacturing capabilities and state-of-the-

art R&D facilities. This acquisition helps us expand our

specialty grease platform by providing Quaker local grease

manufacturing in Europe as well as giving us additional

grease product technology and talent. Verkol also brings

unique technology in continuous casting products that will

provide us with opportunities to cross sell to our global

Steel customer base.”

2014 acquisitions include Sweden-based Binol AB, a

bio-lubricants producer primarily serving customers in

the metalworking and forestry and construction markets

in the Nordic region, and specialty grease manufacturer

ECLI products. “Quaker believes [Binol] is an attractive

opportunity to acquire a platform in a market supported by

strong underlying fundamentals… with [products such as]…

neat oils for metalworking applications and biodegradable

hydraulic oils,” Barry said.

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Industrials Insider

7

Spotlight On: Lubricants

ECLI specializes in greases for OEM first-fill customers

across several industries, including automotive, industrial,

aerospace/military, electronics office automation, and

natural resources. ECLI builds Quaker’s specialty grease

business and expands high-end greases into attractive

end markets, Barry said. ECLI will complement Summit

Lubricants, Quaker’s first grease acquisition in 2010.

Acquisitive DuBois Chemicals has

completed six deals since 2010,

including the 2015 acquisition

of Heatbath Corporation, a producer of metal finishing

products, including rust preventatives and cold forming

zinc phosphates and lubricants used automotive,

aerospace, military, and general industrial applications.

The 2014 acquisition of Angler Industries expanded

DuBois’ industrial cleaning, surface treatment, and

metalworking fluids segments. In addition to increasing

market share in the Northeast, the deal would advance

DuBois’ penetration into international markets. Other

acquisitions include metalworking and industrial fluids

manufacturer Perkins Products in 2010 and metalworking

fluids and specialty chemicals company Galaxy Associates

in 2012. DuBois is backed by Aurora Capital Group, which

acquired the company in 2012.

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Industrials Insider

Spotlight On:

S o u r c e s : S & P C a p i t a l I Q , P i t c h B o o k , E q u i t y R e s e a r c h , p u b l i c d a t a .

EV/ EV/

Da te Ta rge t Ta rge t Busine ss Ac quire r Re ve nueEBITDA

Pending Ultrachem, Inc.

Manufactures synthetic oils and greases for the OEM and industrial maintenance markets. The company offers compressor oils, food grade lubricants, chain oils, assembly fluids, and oil and water separators under its Chemlube, Vischem, Syntroil, and Omnilube brand names.

Fuchs Petrolub SE n/a n/a n/a

Jul- 16 Wallover Enterprises Inc. Manufacturers metalworking fluids and industrial lubricants. Houghton International Inc. n/a n/a n/a

May- 16 White Oils and Food Machinery Lubricants Business (Chevron)

Manufactures white oils and food machinery specialty lubricants Fuchs Petrolub SE n/a n/a n/a

May- 16 New Oil Business (Universal Lubricants)

Collects, re- refines, blends, and distributes engine oils and lubricants for automotive and heavy- duty diesel engines in the United States. The company provides heavy- duty engine oils, hydraulic oils, tractor fluids, and synthetic industrial products and greases.

PetroChoice Holdings, Inc. n/a n/a n/a

Oct- 15 Statoil Fuel & Retail Lubricants Sweden AB

A leading supplier of lubricants in Scandinavia and the Baltics, and in recent years has had a high rate of growth in Central and Eastern Europe.

Fuchs Petrolub SE $108 n/a n/a

Jul- 15 Deutsche Pentosin- Werke GmbH Produces lubricants and specialties for the automotive industry worldwide. Fuchs Petrolub SE n/a n/a n/a

Jul- 15 D.B. Becker Co., Inc. Operates as a specialty chemical distribution company. Maroon Group, LLC n/a n/a n/a

Jul- 15 Verkol S.A. A leading specialty grease and lubricants manufacturer and marketer based in Northern Spain.

Quaker Chemical Corporation $30 6.88x 0.90x

Jun- 15 Henkel Chembond Surface Technologies Limited

Manufactures pre- treatment chemicals, neutral c leaners, lubricants, and coatings. Henkel Adhesives Technologies India Pvt. Ltd.

$58 n/a n/a

Jun- 15 New Fluid Solutions, Inc. Develops, manufactures, and supplies oil- based and water- based drilling fluid products worldwide.

OMNOVA Solutions Inc. $7 10.00x 1.17x

May- 15 Heatbath Corporation Developer of metal finishing chemicals. DuBois Chemicals, Inc. n/a n/a n/a

May- 15 Valves Inc. of Texas The company offers lube sealants and lubricants, valve flushes, stem and thread compounds, lubrication fittings, adapters, and other lubrication equipment.

KMG Chemicals Inc. $24 6.90x 2.00x

Mar- 15 Braemar UK Ltd. Develops, manufactures, and supplies metalworking lubricants and fluids. Houghton International, Inc. n/a n/a n/a

Nov- 14 Binol AB Manufactures, and distributes bio- lubricants for the metal working, construction, sawmill, and miscellaneous industries.

Quaker Chemical Corporation $19 8.63x 1.37x

Oct- 14 Independence Oilfield Chemicals, LLC

Distributes products to metalworking and industrial lubricant markets. Innospec Inc. $228 17.10x 1.52x

Sep- 14 Lubrasa (PTY) Ltd. and Lubritene Australia Pty Ltd.

Manufactures high performance specialized lubricants such as greases, compounds, and oils for the mining, industrial, drilling, food, and other commercial

Fuchs Lubricants (Australasia) Pty Ltd; Fuchs Lubricants (S.A.) (Pty) Ltd.

n/a n/a n/a

Aug- 14 ECLI Products, LLC Designs, manufactures, markets, and sells first- fill greases and coatings for OEMs and their suppliers. Its greases include soap and non- soap greases.

Quaker Chemical Corporation $52 7.43x n/a

Ente rprise Va lue ($ mm)

SELECTED MERGERS & ACQUISITIONS ACTIVITY IN LUBRICANTS

Lubricants

8

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Industrials Insider

Spotlight On:

EV/ EV/

Da te Ta rge t Ta rge t Busine ss Ac quire r Re ve nueEBITDA

Aug- 14 Angler Industries Inc. Develops and provides metalworking lubricants and metal finishing chemicals in the United States.

DuBois Chemicals, Inc. n/a n/a n/a

Aug- 14 Specialty Oilfield Solutions, LLC Provides specialty chemicals and drilling fluids to independent oil and gas companies in the United States.

Anchor Drilling Fluids USA, Inc.

$30 n/a n/a

Jul- 14 Spectrum Corporation Blends, compounds, packs, and markets specialty lubricants. Phillips 66 n/a n/a n/a

Jun- 14 Batoyle Holdings Ltd Manufactures and distributes products to metalworking and industrial lubricant markets. FUCHS Lubricants (UK) plc $17 18.60x n/a

Mar- 14 Henkel AG & Co. KGaA, North American Steel Mill Business

Manufactures rolling oils. Houghton International, Inc. n/a n/a n/a

Mar- 14 Anchor Drilling Fluids USA, Inc. Manufactures, blends, stores, and distributes drilling fluids and provides customized fluid solutions.

Calumet Lubricants Co., Limited Partnership

$337 10.09x 1.09x

Feb- 14 United Petroleum Company, LLC Engages in the production and marketing of lubricants. Calumet Specialty Products Partners LP

$10 n/a n/a

Dec- 13 Bel- Ray Company, Inc. Manufactures specialty lubricants for food and general manufacturing, mining, and consumer power- sports industries.

Calumet Specialty Products Partners LP

$54 n/a n/a

Dec- 12 DuBois Chemicals, Inc. Provides specialty c leaning and process solutions worldwide. This includes paint retreatment, rust inhibition, metalworking fluids, and lubricants

Aurora Capital Group n/a n/a n/a

Dec- 12 Houghton International, Inc. Develops, manufactures, and markets specialty chemicals, oils, and lubricants. Gulf Oil International UK Limited

$1,085 8.22x 1.26x

Nov- 12 CNC Fluids Limited Manufactures and supplies metalworking and cold metal forming products in the United Kingdom.

FUCHS Lubricants (UK) plc n/a n/a n/a

Jul- 12 Royal Purple, Inc. Produces synthetic oils and lubricants for automotive, industrial, marine, motorcycle, and racing applications.

Calumet Lubricants Co., Limited Partnership

$301 9.82x 2.62x

Jul- 12 NP Coil Dexter Industries, S.r.l. Manufactures metal surface treatment chemicals. Quaker Chemical Corporation $3 n/a 0.25x

Apr- 12 Galaxy Associates, Inc. Specialty chemical company, develops, manufactures, and promotes specialty process chemicals to metal finishing, and pulp and paper industries.

DuBois Chemicals, Inc. n/a n/a n/a

Oct- 11 G.W. Smith and Sons, Inc. Manufactures and supplies die casting lubricants for customers in the United States and internationally.

Quaker Chemical Corporation $13 n/a 0.95x

Sep- 11 The Lubrizol Corporation Specialty chemical company that produces and supplies technologies that improve the performance of its customer’s products in various markets worldwide.

Berkshire Hathaway Inc. $9,578 7.46x 1.64x

Ente rprise Va lue ($ mm)

SELECTED MERGERS & ACQUISITIONS ACTIVITY IN LUBRICANTS

Lubricants

9

S o u r c e s : S & P C a p i t a l I Q , P i t c h B o o k , E q u i t y R e s e a r c h , p u b l i c d a t a .

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Industrials Insider

Spotlight On:

10

Lubricants

Index Performance

Relative Valuation Trends

SOURCE: S&P Capital IQ.As of 10/14/2016.

BGL Composite: FPE3, KWR, ASH.

6% 6% 6%5% 7% 7%

23% 25%19%

121%

74%

56%

-20%

0%

20%

40%

60%

80%

100%

120%

140%

BGL Lubricants S&P 500 DJIA

Ret

urn

s

YTD 1 Year 3 Year 5Y

Q1 09 Q2 09 Q3 09 Q4 09 Q1 10 Q2 10 Q3 10 Q4 10 Q1 11 Q2 11 Q3 11 Q4 11 Q1 12 Q2 12 Q3 12 Q4 12 Q1 13 Q2 13 Q3 13 Q4 13 Q1 14 Q2 14 Q3 14 Q4 14 Q1 15 Q2 15 Q3 15 Q4 15 Q1 16 Q2 16 Q3 16

EV/EBITDA 4.2x 6.8x 7.7x 8.9x 7.8x 6.6x 6.8x 7.9x 8.0x 9.1x 5.2x 7.7x 9.8x 9.8x 11.0x 11.4x 11.3x 12.0x 12.1x 10.5x 10.6x 10.1x 9.6x 13.1x 13.6x 13.5x 11.7x 10.7x 12.1x 11.6x 13.0x

EV/Revenue 0.4x 0.5x 0.6x 0.6x 0.8x 0.7x 0.8x 1.0x 1.0x 1.1x 0.6x 1.2x 1.2x 1.1x 1.1x 1.2x 1.1x 1.2x 1.3x 1.4x 1.4x 1.5x 1.4x 1.7x 1.8x 1.8x 1.7x 1.7x 1.9x 2.0x 2.0x

0.0x

0.5x

1.0x

1.5x

2.0x

2.5x

3.0x

0.0x

3.0x

6.0x

9.0x

12.0x

15.0x

Page 11: bglco.com Insider BGL Industrials Insider is published by Brown Gibbons Lang & Company, ... Houghton International acquired Wallover ... quenching oils, ...

Industrials Insider

Spotlight On:

acquired by

a subsidiary of

Gulf Oil International Ltd

“ BGL’s senior team brought a keen understanding of the value proposition of

our engineered solutions and the demanding industrial end markets we serve. Their industry

expertise served the shareholders well in positioning Wallover and finding the ideal

partner for the company.”

Eric Kielts, President and CEO Wallover Enterprises

CASE STUDYBGL’s Industrials team served as the exclusive financial advisor to Wallover Enterprises, Inc. in its sale to Houghton International Inc., a subsidiary of Gulf Oil International.

Established in 1863, Wallover Enterprises is one of the oldest independent formulators of customized and highly engineered metalworking fluids and industrial lubricants in North America. The company offers one of the broadest portfolios of custom oil and water-based fluid products in the industry, including metalworking fluids, aqueous cleaners, drawing and stamping compounds, rust preventives, electrical discharge machining (EDM) fluids, quenching oils, rolling oils, and industrial lubricants, with manufacturing applications in the automotive, aerospace, and medical industries.

Wallover provides advanced technical and applications expertise directly to small and mid-sized general industrial metalworkers, stainless steel cold rolling mills, and large multi-national OEMs and component manufacturers who rely on the company’s products to increase operational efficiency and extend the useful lives of capital equipment.

Lubricants

11

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Overall M&A Activity

12

Industrials Insider

Middle Market M&A Activity Private Equity Transaction Activity*

Mergers & Acquisitions Activity

Trends in Valuation

Acquisition Financing Trends

Total Leverage Equity Contribution

SOURCE: Standard & Poors LCD.

SOURCE: Standard & Poors LCD.*NA: Data not reported due to limited number of observations for period. *NA: Data not reported due to limited number of observations for period.SOURCE: Standard & Poors LCD.

SOURCE: Standard & Poors LCD.

Transactions with Strategic Buyers Transactions with Financial Buyers

Transaction Count by Deal Size

Middle market enterprise values between $25 million and $500 million. Middle market enterprise values between $25 million and $500 million.

EBIT

DA

Mul

tiple

Tota

l Deb

t to

EBIT

DA

EBIT

DA

Mul

tiple

Equi

ty C

ontr

ibut

ion

(%)

Middle Market M&A Activity

SOURCE: PitchBook.SOURCE: S&P Capital IQ.Based on announced deals, where the primary location of the target is in the United States.Middle market enterprise values between $25 million and $500 million. *Buyout activity only

0

500

1,000

1,500

2,000

2,500

3,000

3,500

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Jun-15Jun-16

Under $25M $25M-$100M $100M-$500M $500M-$1B $1B-$2.5B $2.5B+

119

148

125

151

106 14

115

614

510

713

214

811

458 97 96 13

110

012

214

113

412

0 166

163

154

137

160

164 23

514

716

119

219

916

1 217

231

250

232

227

240

228

183

199

210

207 21

921

4 240

207 22

221

1 268

191 20

7 233

113

9112

011

119

714

5 161 23

420

416

823

022

621

417

6 211

188

307

208 22

7 248 28

623

325

5 328 35

528

327

0 305

334

261 27

125

86566

5963

6267 63

6336

5843

1919

26 3540

3242

5861

5563 68

5342

54 5069

3946

6079

4982

7370

60 5377 68

5477 51

$0

$10

$20

$30

$40

$50

$60

$70

$80

0

100

200

300

400

500

600

700

800

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016Transaction Value ($ in billions)

Num

ber o

f Tra

nsac

tions

$25M-$50M $50M-$250M $250M-$500M Trans Value

8.2x

6.8x 7.

1x

9.8x

8.0x

7.6x 7.7x

8.6x 8.7x 9.

2x

8.4x8.

7x

9.4x

8.4x

7.6x

9.2x 9.

5x

8.9x

8.7x

10.1

x

10.6

x

10.0

x

9.1x

10.2

x

8.2x

9.5x 9.7x

9.7x

8.5x

9.1x

9.8x

10.7

x

5.0x

6.0x

7.0x

8.0x

9.0x

10.0x

11.0x

12.0x

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Sep-16

<$250 million $250-$499 million $500 million+

7.2x

8.3x

6.5x 6.6x

6.3x

8.2x 8.

8x

8.1x 8.

5x

8.2x

8.0x

8.0x

7.4x 7.

7x

7.7x

9.1x

8.9x

8.5x

9.9x

9.4x

7.5x

8.5x

9.1x

8.7x

8.7x

9.9x

10.1

x

10.4

x

5.0x

6.0x

7.0x

8.0x

9.0x

10.0x

11.0x

12.0x

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Sep-16

<$250 million $250-$499 million $500 million+

4.8x

5.4x

4.1x3.6x

4.1x 4.3x 4.5x4.7x 4.7x 4.8x

4.6x

0.0x

1.0x

2.0x

3.0x

4.0x

5.0x

6.0x

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Sep-16

38%

35%

46%

51%

47%

43%41% 40%

37%

44% 43%

25%

30%

35%

40%

45%

50%

55%

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Sep-16

NA

*

NA

*

NA

*

NA

*

NA

*N

A*

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Industrials M&A ActivityMergers & AcquisitionsIndustrials Insider

13

AEROSPACE & DEFENSE

In September 2016, TransDigm Group (NYSE:TDG) acquired

Young & Franklin and its subsidiaries (including Tactair

Fluid Controls) for $260 million. The Liverpool, New York-

based company manufactures highly-engineered valves and

actuators for the aerospace (70 percent of revenue) and

industrial gas turbine markets (30 percent). Aftermarket

comprises about 70 percent of revenues, which are

projected to reach $75 million in 2016. Nearly all revenue

comes from proprietary products. Transaction Multiple: 3.5x

Revenue

In August 2016, Liberty Hall Capital Partners completed the

acquisition of ZTM Inc., marking the fifth add-on acquisition

for platform Accurus Aerospace Corporation, formed in

2013. ZTM follows J&M Machine (acquired in 2016), LaCroix

Industries (2015), McCann Aerospace Machining (2014), and

Precise Machining & Manufacturing (2013). Accurus is a fully-

integrated Tier II aerostructures supplier.

Wichita, Kansas-based ZTM is a Tier II supplier of large,

complex metallic parts and assemblies for the global

aerospace industry. The company supplies several Boeing

commercial aerospace platforms, including the 737 and

787, and its largest customers are The Boeing Company

and Spirit AeroSystems. “ZTM not only expands Accurus’s

content on the key 737 and 787 platforms, reinforces our

strong relationships with our largest customers and extends

Accurus’s geographic presence into Wichita, but also,

importantly, provides Accurus with proven capabilities for

delivery of large complex assemblies,” said Rowan Taylor,

Liberty Hall’s founding Partner.

In July 2016, AE Industrial Partners, LLC (AEI) completed

the acquisition of Wixom, Michigan-based Moeller

Aerospace Technology, Inc. Founded in 1953, Moeller

specializes in the precision machining of complex hot-

and cold-section turbine hardware, including titanium-

aluminide, low-pressure turbine blades, for the commercial

aviation and power generation turbine engine industries.

AEI invests in aerospace, power generation, and specialty

industrial companies. “Moeller Aerospace is virtually unique

in its products, technology, and reputation,” said Michael

Greene, Managing Partner of AEI. “The company is a proven

innovator in developing new products and processes

that support the development and production of turbine

engines for their key OEM customers, and has the potential

to expand this expertise across its target markets.”

In July 2016, AGC AeroComposites acquired Cleveland,

Ohio-based North Coast Composites, Inc. Founded in

1976, North Coast Composites manufactures advanced

composites for the aerospace industry using Resin Transfer

Molded (RTM) and Vacuum-Assisted Resin Transfer Molded

(VARTM) components. Its partner company, North Coast

Tool and Mold, designs and manufactures molds and tools

for the aerospace industry, including resin transfer molds,

lay-up molds, compression molds, and plastic injection

molds. 

“The North Coast companies are an excellent complement

to the AGC AeroComposites’ family as they are industry

experts in liquid-molding RTM and VARTM,” said Wayne

Exton, CEO of AGC AeroComposites. “They also have deep

experience with engine composites, a market segment

which we are excited to expand to. We look forward

to offering an expanded, more comprehensive set of

capabilities and technologies to our customers.”

AGC AeroComposites is a global composites and

metal components and assemblies manufacturer for

the aerospace and defense industry. The company was

acquired by Acorn Growth Company, Mesa Capital

Partners, and Peninsula Capital Partners in 2008. North

Coast is the first add-on acquisition for the platform.

In June 2016, TransDigm Group Inc. (NYSE: TDG) acquired

ILC Holdings, Inc., the parent company of Data Device

Corporation (DDC), in an all-cash transaction valued at

$1.0 billion. DDC is a supplier of databus and power supply

products for the military (75 percent of revenue) and

commercial aerospace (25 percent of revenue) markets.

Approximately 70 percent of revenue comes from the

aftermarket, with the majority proprietary and sole source

products. Approximately 45 percent of revenue is derived

from customers outside of the United States. DDC is

forecasting revenue of $200 million in 2016.

SOURCE: S&P Capital IQ, PitchBook, Plastics News, Equity Research; Company Filings, and public data.

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Industrials M&A Activity

14

Industrials Insider

Mergers & Acquisitions

Behrman Capital acquired DDC in 2003 and under its

ownership completed the add-on acquisitions of Maxwell

Technologies in 2016, Emrise Electronics in 2015, and

National Hybrid in 2013. Transaction Multiples: 5.0x

Revenue and 14.3x EBITDA (E)

In April 2016, J.F. Lehman & Company acquired API

Technologies Corp. in a take private transaction valued

at $305.9 million. The company provides systems and

components for applications in radio frequency, microwave,

millimeterwave, electromagnetic, power, and security

technology. The company’s products are used by global

defense, industrial, and commercial customers in the

areas of commercial aerospace, wireless communications,

medical, oil and gas, electronic warfare, unmanned systems,

C4ISR, missile defense, harsh environments, satellites, and

space. Transaction Multiples: Revenue 1.3x and EBITDA

15.11x

In February 2016, Liberty Hall Capital Partners acquired

AIM Aerospace, which will serve as a growth platform for

the sponsor’s “newly launched strategy to build a fully-

integrated, diversified composites supplier through organic

investments and strategic acquisitions.” AIM supplies

composite ducting, substructural, and interiors parts for

the commercial aerospace industry, focused on the highest

value Boeing platforms, including the 737, 777, and 787.

Major customers include The Boeing Company, Kawasaki

Heavy Industries, Spirit AeroSystems, and B/E Aerospace.

The transaction was valued at $220 million.

“The commercial aerospace market continues to enjoy

strong, long-term secular growth, driven by demand for

next generation aircraft,” said Rowan Taylor, Liberty Hall’s

founding Partner. “With this unprecedented growth in

aircraft deliveries, aircraft manufacturers are increasingly

transitioning from metallic to composite materials that

provide weight savings and other beneficial properties that

increase fuel efficiency and durability. As a private equity

firm focused exclusively on the aerospace and defense

industry, we see significant opportunities in this segment

of the industry and believe that AIM Aerospace possesses

an ideal combination of capabilities, customer relationships,

and a proven track record of success. The growing demand

for composites provides an opportunity for AIM to serve

as the platform investment for Liberty Hall to build a fully-

integrated, diversified composites supplier.”

ELECTRICAL COMPONENTS AND EQUIPMENT

In August 2016, Emerson Electric (NYSE:EMR) signed a

definitive agreement to purchase the Valves & Controls

business of Pentair (NYSE:PNR) for $3.15 billion.

Headquartered in Schaffhausen, Switzerland, the business

produces fittings and controls used in machinery in the

chemical, power generation, oil and gas, and power

generation sectors and reported revenue of $1.85 billion in

2015. The complementary acquisition establishes Emerson’s

global presence in control, isolation, pressure relief valves,

and actuation as part of a larger strategy to build a broader

automation portfolio.

Commenting on the transaction, Emerson CEO David Farr

said: “This acquisition delivers on our strategic plan of

investing in Automation Solutions and in markets where we

have a global leadership position and see significant long-

term growth opportunities. By adding Pentair’s Valves &

Controls leading technologies and services to our already

broad portfolio, we have positioned our businesses to

grow while continuing to provide our customers around

the world with more complete solutions to their toughest

challenges.” Transaction Multiples: 1.8x revenue, 14.0x

EBITDA (E)

The pending acquisition follows the recently announced

divestitures of its Network Power and Motors, Drives and

Electric Power Generation Businesses. Platinum Equity

agreed to acquire the Network Power business for

$4.0 billion. Emerson will retain a subordinated interest in

the company. Based in Columbus, Ohio, Network Power is

a supplier of thermal management, A/C and D/C power,

transfer switches, services, and information management

systems to the data center and telecommunications

industries. The business reported revenue of approximately

$4.4 billion in fiscal 2015. Transaction Multiple: .91x

Revenue

SOURCE: S&P Capital IQ, PitchBook, Plastics News, Equity Research; Company Filings, and public data.

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Industrials M&A ActivityMergers & AcquisitionsIndustrials Insider

15

Japan’s Nidec Corporation (TSE:6594) agreed to acquire

the Motors & Drives and Electric Power Generation

Businesses for $1.2 billion. The acquisition is the largest in

the company’s history and will position Nidec as the leading

player in the appliance, commercial, and industrial motor

(ACIM) market. The businesses to be acquired include the

alternator, motor, and drive businesses of Leroy-Somer

and the drive business of Control Techniques. Transaction

Multiples: .72x Revenue and 6.9x EBITDA

In June 2016, IES Holdings, Inc. (NASDAQ:IESC) completed

the acquisition of Technibus, Inc. in a $45 million all-

cash transaction. The Canton, Ohio-based company

manufactures custom-engineered, metal enclosed bus

duct solutions for the power generation, petrochemical,

commercial, transit, data center, and industrial markets.

Technibus will operate as a subsidiary in IES’s Infrastructure

Solutions segment.  

Technibus was backed by Pfingsten Partners, which

acquired the company in 2008.

In March 2016, WEG S.A. (BOVESPA:WEGE3) acquired

Bluffton Motor Works, a leading manufacturer of sub-five

horsepower motors for diverse applications in the food and

beverage processing, industrial and commercial equipment

manufacturing, and pumps and ventilation markets.

Founded in 1944 and based in Bluffton, Indiana, Bluffton

employs over 400 people and reported net revenue of

approximately $64 million in 2015.

Commenting on the acquisition, WEG’s Motors Managing

Director Luis Alberto Tiefensee said, “This acquisition

is strategic to expand and to provide greater flexibility

to WEG’s capabilities in the world’s largest market for

fractional electric motors. It also brings major product

line expansion, which complements our current product

portfolio for North America.” Based in Jaraguá do Sul,

Brazil, WEG S.A. (BOVESPA: WEGE3) manufactures and

sells electric motors, drives, controls, and electrical panels

in Brazil and internationally. The company employs more

than 31,000 people from manufacturing facilities in 11

countries and reported revenue of $2.7 billion in 2015.

Bluffton Motor Works was a portfolio company of

Beachwood, Ohio-based private equity firm CapitalWorks,

which acquired the company in 2006 in a corporate

carve-out from Franklin Electric Corporation (NasdaqGS:

FELE). CapitalWorks recruited industry veteran David

Nussear as CEO with the strategy to more than double the

size of the business, completing three strategic add-on

acquisitions during its ownership: Toledo Gear Motor in

2011, Electric Motors North in 2012, and RAE Corporation

in 2013.

In February 2016, DNS Capital acquired IMI Holding Corp,

a magnet and electromagnet manufacturer, from River

Associates Investments LLC. Boyne City, Michigan-based

IMI provides highly engineered solutions for magnetic

separation and material handling, particle processing, and

process automation applications. Industries served include

food processing, industrial MRO, conveying, bulk material,

and aggregate handling and recycling, among others. River

Associates acquired IMI in 2012 and under its ownership,

completed the add-on acquisition of Prater-Sterling

in 2014. Prater-Sterling develops particle processing

equipment and control systems used in a variety of

industries such as food processing, chemical, agriculture,

minerals, and pharmaceuticals.

INDUSTRIAL MACHINERY

In July 2016, Komatsu Ltd. (TSE:6301) announced it was

acquiring mining machinery and services company Joy

Global, Inc. (NYSE:JOY) in a transaction valued at

$3.7 billion, the largest acquisition in the company’s

history. Komatsu intends to operate Joy Global as a

separate subsidiary of Komatsu. Founded in 1884, Joy

Global manufactures and services equipment and parts for

underground and surface mining applications, as well as

material handling systems and components for a variety of

applications.

In addition to gaining a complementary product line, the

acquisition will allow Komatsu to expand into underground

mining equipment, which has been a key strategic goal for

the company. According to analyst estimates, underground

mining equipment represents roughly 37 percent of the

overall mining equipment market. Transaction Multiples:

1.3x Revenue and 14.6x EBITDA

SOURCE: S&P Capital IQ, PitchBook, Plastics News, Equity Research; Company Filings, and public data.

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Industrials M&A Activity

16

Industrials Insider

Mergers & Acquisitions

In June 2016, Stabilus S.A. (DB:STM) acquired the ACE,

Hahn Gasfedern, and Fabreeka/Tech Products businesses

from SKF AB (OM:SKF B) in a transaction valued at

$339 million. Operating from locations in Europe, the

United States, and Asia, the companies produce gas

springs, dampers, and products for vibration reduction

with applications in automation technology, machinery

and plant engineering, utility and rail vehicles, and medical

equipment. Combined, the businesses generated sales of

approximately $120 million and EBIT of $30 million in 2015.

Stabilus CEO Dietmar Siemssen, said: “The planned

acquisition marks an important step for Stabilus to further

expand our position as a global provider of motion

control and damping solutions. The companies are well-

established in the market, innovative, fast-growing, and

have outstanding development opportunities…and will

immediately increase the earnings power and profitability

of Stabilus.” Transaction Multiple: 2.8x Revenue

In June 2016, Rexnord Corporation (NYSE:RXN) completed

the acquisition of Cambridge International, Inc. in a

$210 million transaction. Cambridge is a supplier of metal

conveying and engineered woven metal solutions for

food processing, architectural, packaging, and filtration

applications. “Cambridge aligns well with our strategy to

expand our presence in consumer-driven end markets,”

said Rexnord CEO Todd Adams. “The acquisition, when

completed, will bring our total sales to water, aerospace,

and food and beverage end markets to more than 70

percent of total revenues that should, over time, generate a

better balanced, overall growth profile.”

“The combination of Cambridge’s leadership in food

applications and Rexnord’s strength across the global

beverage industry yields an unequaled portfolio of food

and beverage conveying solutions that we are confident

will create additional value for customers, associates, and

shareholders,” said Kevin Zaba, President Rexnord Process

and Motion Control platform.

Cambridge International was a portfolio company of

Industrial Growth Partners since 2012.

In June 2016, Brunswick, Ohio-based Precision Made

Products (PMP) was acquired by Alpha Sintered Metals

(ASM), a portfolio company of O2 Investment Partners.

ASM plans to leverage its expertise in powder metal

manufacturing with PMP’s proprietary technology and deep

expertise in metal injection molding (MIM). Founded in

2002 by Majid Daneshvar, PMP is a MIM business with CNC

machining capability serving the medical, aerospace, and

firearms markets.

Commenting on the transaction, JoAnne Ryan, CEO of

Alpha Sintered Metals said, “Partnering with PMP will allow

us to expand our capabilities, enhance our market position,

and enter new markets. MIM is an important part of our

growth strategy and we are very excited to be partnering

with Majid and the PMP team.” Jay Hansen, Managing

Partner of O2 Investment Partners, added, “Majid and his

team are well respected within the industry, and we are

excited to work with them going forward. PMP’s continuous

innovation made it an excellent fit for the Alpha platform

and our long-term strategic plan.”

Precision Made Products is the first add-on acquisition for

Alpha Sintered Metals. O2 Investment Partners acquired

ASM in 2013 in partnership with management.

In May 2016, Lincoln Electric Holdings, Inc. 

(NasdaqGS:LECO) completed the acquisition of

Vizient Manufacturing Solutions, a robotic integrator

specializing in custom engineered tooling and automated

arc welding systems for general and heavy fabrication

applications. Vizient has operations in Iowa and Brazil and

reported sale of approximately $40 million. Commenting

on the transaction, Lincoln CEO, said, “We are excited to

welcome Vizient into our growing automation portfolio.

Their system design capabilities not only complement

our current offering, but their focus on quality and

customer service aligns with our values at Lincoln

Electric.  Vizient will also help diversify our end market

exposure and broaden growth opportunities globally.” 

SOURCE: S&P Capital IQ, PitchBook, Plastics News, Equity Research; Company Filings, and public data.

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Industrials M&A ActivityMergers & AcquisitionsIndustrials Insider

17

In May 2016, Kyocera Corporation (TSE: 6971) acquired

SGS Tool Company of Munroe Falls, a manufacturer of solid

carbide and stainless steel cutting tools for the automotive,

aerospace, energy, and medical industries. The company is

best known for its solid carbide high performance endmills,

drills, stainless steel medical tools, and subsequent PVD

coatings. In addition to its Munroe Falls headquarters, SGS

Tool operates manufacturing facilities in Cuyahoga Falls,

Ohio and Columbia City, Indiana, as well as the United

Kingdom. Over 30 percent of SGS’ sales result from exports

to more than 60 countries. The business will be renamed

Kyocera SGS Precision Tools.

With the acquisition, Kyocera expands its offering with

solid tools and enhances its ability to provide value-added

solutions to customers. Kyocera plans to increase sales of

its cutting tool business in North America by 2.5 times by

fiscal year ending March 31, 2019.

“By incorporating SGS Tool into the Kyocera Group,

Kyocera will create a business structure capable of

providing total solutions and strengthen its business

globally as a valuable comprehensive cutting tool

manufacturer,” Kyocera said in a statement. Kyocera is

based in Kyoto, Japan and reported revenue of $14.6 billion

in fiscal 2015.

In March 2016, Altus Capital Partners acquired Nichols

Portland from Parker Hannifin Corporation (NYSE:PH).

Nichols Portland manufactures precision powder metal

fixed and variable displacement gears including gerotor

gears and smart pumps for automotive and on-off highway

and other industrial markets.  The need for increased

fuel and motor efficiency is expected to fuel demand for

smart pump and advanced variable vane gears, according

to Altus. Russell Greenberg, Managing Partner of Altus

Capital, commented, “Altus is enthusiastic to partner

with Nichols Portland’s management team in acquiring

an industry  leader in the designing and manufacturing

powder metal gerotor gears and a growing developer of

innovative smart pumps for fuel applications. We recognize

and value management’s depth of capabilities along with

the Company’s exceptional technological advancements,

which has earned Nichols Portland its industry leadership

position.”

In March 2016, Rockwell Automation Inc. (NYSE:ROK)

acquired MagneMotion, Inc., a manufacturer of intelligent

conveying systems used in automotive and general

assembly, packaging, and material handling applications.

The acquisition will complement Rockwell Automation’s

iTRAK to “…create the broadest portfolio of independent

cart solutions in this emerging technology area” according

to a company statement. MagneMotion is being integrated

into the Architecture & Software segment of Rockwell

Automation’s motion business.

“This acquisition continues our strategy to build a

portfolio of smart manufacturing technologies that

brings next generation performance to our customers

today,” said Marco Wishart, vice president and general

manager of Rockwell Automation’s motion control

business. “MagneMotion expands our existing capabilities

in independent cart technology. Our recent acquisition

of Jacobs Automation and its iTRAK technology is

complementary to MagneMotion’s portfolio. We see

a future where the transportation of products within

the factory, whether inside of a particular machine or

between machines, will be fully controlled to optimize the

productivity and flexibility of the entire process.” Jacobs

Automation was acquired in 2014.

MagneMotion received development capital from an

investor consortium that included Massachusetts Capital

Resource Company and Delta Group in 2011.

In February 2016, Wynnchurch Capital, LLC acquired Texas

Hydraulics, Inc. from Dover Corporation (NYSE:DOV).

Founded in 1968, Texas Hydraulics manufactures highly

engineered, custom-designed hydraulic cylinders, swivels,

and related components for mobile equipment applications

in diverse end markets including infrastructure, utilities,

natural resources, and transportation.

Commenting on the investment, Frank Hayes, Partner at

Wynnchurch, said “Texas Hydraulics has a long, established

track record of working with its global customer base to

design custom solutions for the most complex applications.

We are excited to partner with management to help

expand this thought leadership, position the Company

for continued growth and drive operational excellence

throughout the business. SOURCE: S&P Capital IQ, PitchBook, Plastics News, Equity Research; Company Filings, and public data.

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Industrials M&A Activity

18

Industrials Insider

Mergers & Acquisitions

Greg Gleason, Managing Director at Wynnchurch, added,

“We look forward to helping the Company provide

value to its customers with a focus on industry leading

quality, delivery and service. Texas Hydraulics is also

well positioned to leverage its engineering expertise to

grow into new end-markets, geographies and product

adjacencies.”

BUILDING PRODUCTS

In August 2016, Headwaters Incorporated (NYSE:HW)

acquired Krestmark Industries for $240 million. Dallas,

Texas-based Krestmark manufactures replacement and

new construction vinyl windows, as well as aluminum

windows and patio doors. The company operates from

a 300,000 square foot facility in Dallas, Texas serving

homebuilders, lumber yards, and distributors in Texas,

Oklahoma, Arkansas, Louisiana, Alabama, New Mexico,

Kansas, Mississippi, and the Florida Panhandle. The

acquisition serves as an extension of Headwaters’ portfolio

of residential exterior building products.

Headwaters manufactures building products for the

residential construction, residential remodeling, commercial,

and institutional construction industries. The company’s

product portfolio consists of specialty siding, trim board,

decking, architectural stone, roofing, windows, and block

products.

In August 2016, Melrose Industries plc (LSE:MRO)

completed the acquisition of Nortek Inc. (NasdaqGS:NTK)

in a $2.7 billion transaction. Nortek’s product offerings

include ventilation products such as range hoods and

bathroom fans, security and audio/video solutions, heating

and cooling products, air management systems, and

ergonomic and productivity solutions. “Nortek is a high

quality manufacturing business with over 90 percent of

its turnover in North America and product penetration

into 80 percent of US households. It serves attractive end

markets at good points in their cycle, with strong brands

and market positions,” said Melrose CEO Simon Peckham.

“Nonetheless there remains solid potential for further

improvement under Melrose’s guidance. Our ability to apply

our industrial experience and investment expertise, as

well as to liberate Nortek from its current capital structure

will transform the prospects of the business. Our team is

excited about getting to work to achieve these results as

soon as possible.” Transaction Multiples: 1.1x Revenue and

9.9x EBITDA

In August 2016, ABC Supply Co., Inc. agreed to acquire

L&W Builders Supply from USG Corporation (NYSE:USG)

in a $670 million transaction. L&W Supply is a distributor

of drywall, ceiling tiles, steel framing, and other building

materials used by commercial and residential contractors.

The acquisition is one of ABC’s largest to date and follows

the purchase of Norandex Building Materials Distribution

in October 2015. With the L&W Supply acquisition, ABC

Supply will operate over 700 locations in 49 states with

combined annual sales of over $8.0 billion. L&W Supply will

operate as a separate division of ABC Supply.

In June 2016, Insight Equity acquired Panolam Surface

Systems from Apollo Global Management, LLC

(NYSE:APO). Panolam manufactures integrated surface

solutions for commercial, institutional and residential

applications, including high-pressure laminates, thermally-

fused laminates, fiberglass reinforced laminates, and other

specialty products. Products are sold under the Panolam,

Nevamar, Pionite, Pluswood, and Conolite brands.

“Panolam is a key supplier of high quality laminates to

companies across multiple attractive end-markets. The

Company has strong brands, extensive customer

diversification, and a strategic footprint across North

America,” remarked Andrew Boisseau, a Principal at Insight

Equity. “We look forward to partnering with Panolam and

believe our hands-on, collaborative approach will allow us

to complement the team, driving additional growth and

innovation for Panolam’s customers.”

In June 2016, Novik Inc. purchased Miami, Florida-based

Exteria Building Products, LLC, a manufacturer of

polypropylene shake, stone, and accessory products. The

company is recognized for its “weathered series” and

color match shake offerings as well as its masonry line. The

transaction represents an exit for Graham Partners, which

acquired Exteria in 2009.

Novik has been backed by Clearview Capital since 2014.

Clearview Capital is credited in the building products

industry with creating the AZEK® brand of cellular PVC

trim, deck, and railing products. Commenting on the SOURCE: S&P Capital IQ, PitchBook, Plastics News, Equity Research; Company Filings, and public data.

Page 19: bglco.com Insider BGL Industrials Insider is published by Brown Gibbons Lang & Company, ... Houghton International acquired Wallover ... quenching oils, ...

Industrials M&A Activity

19

Industrials Insider

Mergers & Acquisitions

acquisition, Novik President Ralph Bruno, said, “The power

of bringing together these two industry leaders will give

us the size, scale and breadth of products to accelerate

growth and demand throughout our existing channels.”

The deal will expand Exteria’s network of builders and

contractors, said Frank McCormack, senior vice president

of sales for Exteria. “We have long felt the combination

of Novik and Exteria was the perfect strategic move for

us to make to accelerate an already rapid rate of growth

by Novik in the polypropylene siding market,” said James

G. Andersen, Managing Partner of Clearview Capital. “We

believe the addition of great products, well-established

distribution and the strong team at Exteria will allow us to

build the business rapidly into an industry powerhouse.”

In March 2016, The Jordan Company announced it was

acquiring Top Knobs, a manufacturer of decorative

kitchen hardware. The company provides pulls, handles,

and knobs to homeowners, contractors, architects, and

designers. The company offers its products through

kitchen, bath, and decorative hardware dealers as well

as through cabinet manufacturers and distributors. Top

Knobs has been backed by Harbour Group since 2008.

During its ownership, Harbour Group completed the add-

on acquisition of Atlas Homewares in 2014, a designer of

decorative hardware products, including cabinet knobs,

cabinet pulls, bath accessories, house numbers, and switch

plates.

In February 2016, CenterOak Partners acquired vinyl

window and patio door manufacturer Cascade Windows.

Cascade is based in Spokane, Washington and is regionally

focused in the western United States, serving dealers,

builders, and distributors in Arizona, California, Colorado,

Idaho, Montana, Nevada, New Mexico, Oregon, Utah,

Washington, and Wyoming. The company’s customizable

products are used in residential and commercial

applications. Cascade has broadened its footprint through

acquisitions, completing the purchase of Paramount

Windows (2014), Empire Pacific Windows (2011), and

LbL Windows (2009). Cascade was previously backed by

Altamont Capital Partners, which acquired the company in

2012.

In January 2016, CapitalWorks, LLC acquired Paradigm

Windows Solutions (PWS), a manufacturer of premium

quality custom vinyl windows in the Northeast.

Management continuity was key to the acquisition,

according to a CapitalWorks press release. John Brunett,

who joined PWS in 2010, will serve as Chairman. The former

President of Simonton Building Products helped build

the company from a regional to a national leader in vinyl

windows. Andy Sevier has been with PWS for nearly three

decades and will serve as President. “We are excited to

partner with the Paradigm team to continue to expand their

market presence,” said CapitalWorks Managing Partner and

CEO Dick Hollington. “The delivered and installed quality

of their premium vinyl windows and doors along with their

warranty and support programs are unmatched in the

industry.” The transaction represents an exit for White Oak

Partners, which acquired PWS in 2009.

19

SOURCE: S&P Capital IQ, PitchBook, Plastics News, Equity Research; Company Filings, and public data.

Page 20: bglco.com Insider BGL Industrials Insider is published by Brown Gibbons Lang & Company, ... Houghton International acquired Wallover ... quenching oils, ...

Industrials Insider

Industry Valuations

Relative Valuation Trends

BGL Industrials indices de�ned on Pages 21 and 22.SOURCE: S&P Capital IQ

Construction and Farm Equipment

Distribution

Electrical Components and Equipment

Diversified Industrials

Building Products

Industrial Machinery

Aerospace & Defense

Q211 Q311 Q411 Q112 Q212 Q312 Q412 Q113 Q213 Q313 Q413 Q114 Q214 Q314 Q414 Q115 Q215 Q315 Q415 Q116 Q216 Q316

EV/EBITDA 11.6x 7.9x 9.4x 10.0x 8.8x 8.8x 9.6x 10.6x 10.9x 12.0x 12.6x 13.0x 13.2x 11.9x 10.8x 11.1x 11.6x 9.4x 9.9x 11.0x 11.4x 12.5x

EV/Revenue 1.8x 1.3x 1.5x 1.7x 1.5x 1.6x 1.7x 1.8x 1.8x 2.0x 2.2x 2.4x 2.4x 2.2x 2.0x 2.1x 2.2x 1.8x 1.9x 2.1x 2.1x 2.3x

0.00x

0.25x

0.50x

0.75x

1.00x

1.25x

1.50x

1.75x

2.00x

2.25x

2.50x

2.75x

3.00x

0.0x

1.5x

3.0x

4.5x

6.0x

7.5x

9.0x

10.5x

12.0x

13.5x

15.0x

16.5x

18.0x

Q211 Q311 Q411 Q112 Q212 Q312 Q412 Q113 Q213 Q313 Q413 Q114 Q214 Q314 Q414 Q115 Q215 Q315 Q415 Q116 Q216 Q316

EV/EBITDA 10.1x 7.2x 8.1x 8.6x 8.0x 8.4x 8.6x 9.7x 9.9x 10.7x 11.0x 10.7x 11.3x 10.6x 10.9x 10.9x 10.6x 9.1x 9.2x 9.7x 10.2x 11.6x

EV/Revenue 1.3x 0.9x 1.0x 1.2x 1.1x 1.1x 1.2x 1.4x 1.4x 1.5x 1.5x 1.7x 1.9x 1.7x 1.5x 1.7x 1.8x 1.5x 1.5x 1.8x 1.7x 1.9x

0.00x

0.25x

0.50x

0.75x

1.00x

1.25x

1.50x

1.75x

2.00x

0.0x

1.0x

2.0x

3.0x

4.0x

5.0x

6.0x

7.0x

8.0x

9.0x

10.0x

11.0x

12.0x

Q211 Q311 Q411 Q112 Q212 Q312 Q412 Q113 Q213 Q313 Q413 Q114 Q214 Q314 Q414 Q115 Q215 Q315 Q415 Q116 Q216 Q316

EV/EBITDA 8.2x 6.8x 7.2x 7.9x 7.3x 6.8x 7.2x 7.8x 8.7x 8.8x 10.1x 9.7x 9.8x 10.0x 10.4x 10.4x 10.0x 10.0x 10.7x 11.3x 11.3x 11.1x

EV/Revenue 0.9x 0.7x 0.9x 0.8x 0.8x 0.8x 0.8x 0.8x 0.9x 1.0x 1.1x 1.2x 1.3x 1.3x 1.4x 1.4x 1.4x 1.5x 1.6x 1.7x 1.8x 1.8x

0.00x

0.25x

0.50x

0.75x

1.00x

1.25x

1.50x

1.75x

2.00x

2.25x

2.50x

0.0x

1.5x

3.0x

4.5x

6.0x

7.5x

9.0x

10.5x

12.0x

13.5x

15.0x

Q211 Q311 Q411 Q112 Q212 Q312 Q412 Q113 Q213 Q313 Q413 Q114 Q214 Q314 Q414 Q115 Q215 Q315 Q415 Q116 Q216 Q316

EV/EBITDA 10.3x 7.6x 8.9x 9.8x 8.9x 9.2x 10.0x 10.3x 10.3x 11.8x 12.6x 12.7x 13.0x 11.5x 10.8x 11.8x 11.2x 8.9x 9.2x 12.2x 12.5x 13.4x

EV/Revenue 1.7x 1.4x 1.4x 1.7x 1.5x 1.6x 1.7x 1.7x 1.9x 2.1x 2.4x 2.4x 2.3x 2.1x 1.9x 1.9x 1.9x 1.6x 1.7x 1.9x 2.0x 2.1x

0.00x

0.25x

0.50x

0.75x

1.00x

1.25x

1.50x

1.75x

2.00x

2.25x

2.50x

0.0x

1.5x

3.0x

4.5x

6.0x

7.5x

9.0x

10.5x

12.0x

13.5x

15.0x

Q211 Q311 Q411 Q112 Q212 Q312 Q412 Q113 Q213 Q313 Q413 Q114 Q214 Q314 Q414 Q115 Q215 Q315 Q415 Q116 Q216 Q316

EV/EBITDA 11.4x 9.0x 8.9x 10.5x 8.9x 8.1x 7.8x 8.4x 8.1x 9.2x 10.4x 10.6x 10.4x 9.5x 9.4x 8.9x 8.0x 6.8x 7.4x 8.1x 9.1x 10.1x

EV/Revenue 1.1x 0.8x 0.8x 1.0x 0.8x 0.8x 0.9x 1.0x 1.0x 1.1x 1.3x 1.3x 1.4x 1.2x 1.3x 1.2x 1.1x 0.8x 0.8x 0.9x 1.0x 1.2x

0.00x

0.25x

0.50x

0.75x

1.00x

1.25x

1.50x

1.75x

2.00x

2.25x

2.50x

0.0x

1.5x

3.0x

4.5x

6.0x

7.5x

9.0x

10.5x

12.0x

13.5x

15.0x

Q211 Q311 Q411 Q112 Q212 Q312 Q412 Q113 Q213 Q313 Q413 Q114 Q214 Q314 Q414 Q115 Q215 Q315 Q415 Q116 Q216 Q316

EV/EBITDA 10.2x 7.4x 9.3x 11.5x 12.1x 11.9x 12.4x 13.2x 13.5x 13.7x 13.1x 12.2x 11.7x 10.5x 11.1x 11.5x 11.4x 10.5x 10.3x 10.5x 10.6x 9.6x

EV/Revenue 0.9x 0.7x 0.8x 1.1x 1.0x 1.1x 1.2x 1.3x 1.3x 1.3x 1.4x 1.4x 1.4x 1.3x 1.3x 1.4x 1.5x 1.4x 1.4x 1.4x 1.4x 1.4x

0.00x

0.25x

0.50x

0.75x

1.00x

1.25x

1.50x

1.75x

2.00x

2.25x

2.50x

0.0x

1.5x

3.0x

4.5x

6.0x

7.5x

9.0x

10.5x

12.0x

13.5x

15.0x

Q211 Q311 Q411 Q112 Q212 Q312 Q412 Q113 Q213 Q313 Q413 Q114 Q214 Q314 Q414 Q115 Q215 Q315 Q415 Q116 Q216 Q316

EV/EBITDA 11.0x 9.0x 10.1x 10.7x 8.8x 9.6x 10.6x 12.2x 11.8x 12.3x 11.8x 12.1x 12.4x 11.4x 11.4x 10.3x 10.3x 9.2x 8.8x 10.9x 10.5x 10.6x

EV/Revenue 0.8x 0.6x 0.7x 0.8x 0.8x 0.9x 0.9x 1.0x 1.0x 1.0x 1.0x 1.0x 0.9x 0.9x 0.9x 1.0x 1.0x 0.9x 1.1x 1.2x 1.2x 1.1x

0.00x

0.25x

0.50x

0.75x

1.00x

1.25x

1.50x

1.75x

2.00x

2.25x

2.50x

0.0x

1.5x

3.0x

4.5x

6.0x

7.5x

9.0x

10.5x

12.0x

13.5x

15.0x

20

Page 21: bglco.com Insider BGL Industrials Insider is published by Brown Gibbons Lang & Company, ... Houghton International acquired Wallover ... quenching oils, ...

Industrials Insider

Industry Valuations

Relative Valuation Trends

NOTE: Figures in bold and italic type were excluded from median and mean calculation.(1) As of 10/14/2016.(2) Market Capitalization is the aggregate value of a �rm's outstanding common stock.(3) Enterprise Value is the total value of a �rm (including all debt and equity).Source: S&P Capital IQ.

($ in millions, except per share data) Current % of Market Enterprise Total Debt/ TTMCompany Name Ticker Stock Price (1) 52W High Capitalization (2) Value (3) Revenue EBITDA EBITDA Revenue Gross EBITDADIVERSIFIED INDUSTRIALSGeneral Electric Company NYSE:GE $28.89 87.5% $258,889.9 $410,163.9 3.4x 23.1x 8.8x $121,921.0 21.1% 14.5%3M Company NYSE:MMM 170.33 93.4% 102,947.5 112,879.5 3.8x 13.1x 1.4x 30,081.0 49.7% 28.6%Honeywell International Inc. NYSE:HON 109.00 90.8% 82,935.3 90,173.3 2.3x 11.3x 1.8x 39,106.0 31.1% 20.4%United Technologies Corporation NYSE:UTX 100.16 91.2% 83,826.6 101,450.6 1.8x 9.8x 2.2x 56,319.0 28.0% 18.1%Eaton Corporation plc NYSE:ETN 63.30 92.8% 28,782.5 36,789.5 1.8x 11.5x 2.6x 20,153.0 32.0% 15.9%Fortive Corporation NYSE:FTV 49.46 91.0% 17,092.2 19,982.9 3.3x 14.0x 2.4x 6,130.2 48.4% 23.3%Ingersoll-Rand Plc NYSE:IR 65.79 95.4% 16,973.7 20,194.5 1.5x 10.5x 2.1x 13,395.0 30.8% 14.3%Parker-Hanni�n Corporation NYSE:PH 124.54 97.1% 16,660.0 17,596.2 1.5x 10.9x 1.9x 11,360.8 23.0% 13.9%Dover Corporation NYSE:DOV 67.78 90.5% 10,520.5 13,216.6 1.9x 10.9x 2.4x 6,790.8 37.2% 17.9%Textron Inc. NYSE:TXT 37.77 86.0% 10,177.6 13,428.6 1.0x 8.2x 2.4x 13,815.0 17.6% 11.8%Carlisle Companies Incorporated NYSE:CSL 104.82 96.1% 6,773.5 7,121.6 2.0x 10.0x 1.0x 3,640.2 30.6% 19.6%ITT Inc. NYSE:ITT 34.07 84.1% 3,052.7 2,819.9 1.1x 7.1x 0.6x 2,504.0 31.8% 15.9%Median $66.79 91.1% $17,033.0 $20,088.7 1.9x 10.9x 2.1x $13,605.0 31.0% 16.9%Mean $79.66 91.3% $53,219.3 $70,484.8 2.1x 11.7x 1.9x $27,101.3 31.8% 17.8%AEROSPACE AND DEFENSEUnited Technologies Corporation NYSE:UTX $100.16 91.2% $83,826.6 $101,450.6 1.8x 9.8x 2.2x $56,319.0 28.0% 18.1%The Boeing Company NYSE:BA 133.50 88.7% 83,280.8 85,130.8 0.9x 10.8x 1.4x 96,809.0 13.6% 8.1%Lockheed Martin Corporation NYSE:LMT 232.57 87.1% 70,447.8 83,987.8 1.7x 12.2x 2.3x 48,994.0 11.3% 13.3%General Dynamics Corporation NYSE:GD 151.34 96.4% 46,200.9 47,737.9 1.5x 10.2x 0.7x 31,192.0 19.6% 15.0%Raytheon Company NYSE:RTN 137.34 95.8% 40,528.3 43,485.3 1.8x 12.3x 1.5x 23,909.0 24.7% 14.8%Northrop Grumman Corporation NYSE:NOC 218.92 97.7% 39,093.6 44,344.6 1.9x 12.7x 1.8x 23,629.0 23.6% 14.7%TransDigm Group Incorporated NYSE:TDG 277.52 94.3% 14,782.2 23,414.8 7.5x 16.8x 7.4x 3,106.0 54.6% 44.9%L-3 Communications Holdings Inc. NYSE:LLL 148.54 96.1% 11,473.2 14,534.2 1.4x 11.6x 2.7x 10,452.0 10.0% 12.0%Rockwell Collins Inc. NYSE:COL 83.47 87.8% 10,845.4 13,043.4 2.5x 11.0x 2.1x 5,198.0 31.3% 22.8%Spirit AeroSystems Holdings, Inc. NYSE:SPR 45.75 81.4% 5,904.0 6,302.4 0.9x 7.0x 1.3x 6,714.5 14.6% 13.3%Moog Inc. NYSE:MOG.A 56.75 83.6% 2,036.8 2,760.7 1.1x 8.6x 3.4x 2,416.1 29.5% 13.3%Median $137.34 91.2% $39,093.6 $43,485.3 1.7x 11.0x 2.1x $23,629.0 23.6% 14.7%Mean $144.17 90.9% $37,129.1 $42,381.1 2.1x 11.2x 2.4x $28,067.1 23.7% 17.3%ELECTRICAL COMPONENTS AND EQUIPMENTJohnson Controls International plc NYSE:JCI $43.88 89.6% $41,062.5 $49,776.5 1.4x 13.0x 2.4x $36,225.0 18.8% 9.3%Emerson Electric Co. NYSE:EMR 49.88 87.8% 32,099.6 35,919.6 1.7x 9.1x 1.8x 20,581.0 40.6% 19.1%Roper Technologies, Inc. NYSE:ROP 172.94 88.3% 17,525.8 19,995.7 5.5x 15.9x 2.5x 3,661.6 61.2% 34.4%Rockwell Automation Inc. NYSE:ROK 116.80 94.6% 15,113.9 14,557.0 2.4x 12.3x 1.6x 5,948.4 41.8% 19.9%Acuity Brands, Inc. NYSE:AYI 248.02 88.3% 10,885.6 10,827.6 3.3x 19.0x 0.6x 3,291.3 43.7% 17.3%Ametek Inc. NYSE:AME 45.84 80.4% 10,654.1 12,340.0 3.2x 11.7x 2.0x 3,908.6 36.4% 26.9%Hubbell Inc. NYSE:HUBB 103.50 93.1% 5,727.0 6,435.8 1.9x 10.9x 1.8x 3,450.3 32.6% 17.2%Regal Beloit Corporation NYSE:RBC 59.55 87.0% 2,665.0 4,051.5 1.2x 8.0x 3.2x 3,312.6 27.4% 15.4%Median $81.53 88.3% $12,999.8 $13,448.5 2.2x 12.0x 1.9x $3,785.1 38.5% 18.2%Mean $105.05 88.6% $16,966.7 $19,238.0 2.6x 12.5x 2.0x $10,047.3 37.8% 19.9%

TTM MarginsTTM Enterprise Value /

21

Page 22: bglco.com Insider BGL Industrials Insider is published by Brown Gibbons Lang & Company, ... Houghton International acquired Wallover ... quenching oils, ...

Industrials Insider

Industry Valuations

Relative Valuation Trends

NOTE: Figures in bold and italic type were excluded from median and mean calculation.(1) As of 10/14/2016.(2) Market Capitalization is the aggregate value of a �rm's outstanding common stock.(3) Enterprise Value is the total value of a �rm (including all debt and equity).Source: S&P Capital IQ.

($ in millions, except per share data) Current % of Market Enterprise Total Debt/ TTMCompany Name Ticker Stock Price (1) 52W High Capitalization (2) Value (3) Revenue EBITDA EBITDA Revenue Gross EBITDAINDUSTRIAL MACHINERYIllinois Tool Works Inc. NYSE:ITW $115.89 93.8% $41,136.4 $45,949.4 3.4x 13.4x 2.1x $13,334.0 41.8% 25.7%Pentair plc NYSE:PNR 58.74 87.7% 10,637.8 15,016.2 2.3x 12.8x 3.9x 6,621.6 34.4% 17.7%IDEX Corporation NYSE:IEX 86.41 90.6% 6,578.5 7,272.5 3.5x 14.0x 2.0x 2,055.9 44.9% 25.3%Flowserve Corp. NYSE:FLS 43.39 82.6% 5,657.2 7,023.7 1.6x 10.1x 2.4x 4,357.6 33.8% 15.7%Nordson Corporation NasdaqGS:NDSN 96.10 94.0% 5,496.2 6,480.7 3.7x 14.9x 2.4x 1,745.9 54.6% 25.0%Donaldson Company, Inc. NYSE:DCI 36.55 94.6% 4,849.3 5,178.6 2.3x 14.2x 1.6x 2,220.3 34.3% 16.4%Lincoln Electric Holdings Inc. NasdaqGS:LECO 61.82 94.6% 4,158.0 4,442.8 1.9x 11.2x 1.3x 2,356.3 34.4% 16.6%Crane Co. NYSE:CR 60.78 92.3% 3,549.5 3,998.2 1.5x 8.8x 1.9x 2,722.7 35.8% 16.7%Trinity Industries Inc. NYSE:TRN 23.03 75.8% 3,509.6 6,221.4 1.1x 4.9x 2.5x 5,462.0 26.5% 23.0%CLARCOR Inc. NYSE:CLC 61.88 92.9% 3,008.3 3,207.2 2.3x 12.8x 1.3x 1,385.2 33.4% 18.2%The Timken Company NYSE:TKR 34.42 92.9% 2,694.5 3,196.9 1.2x 7.7x 1.5x 2,779.4 27.2% 15.0%SPX Corporation NYSE:SPXC 19.79 96.3% 826.4 1,098.3 0.7x NM NM 1,685.8 18.2% -2.3%Median $59.76 92.9% $4,503.7 $5,700.0 2.1x 12.8x 2.0x $2,539.5 34.3% 17.2%Mean $58.23 90.7% $7,675.1 $9,090.5 2.1x 11.3x 2.1x $3,893.9 34.9% 17.8%CONSTRUCTION, FARM, AND OTHER INDUSTRIAL EQUIPMENTCaterpillar Inc. NYSE:CAT $87.67 97.6% $51,219.5 $84,038.5 2.0x 14.9x 6.8x $41,795.0 21.4% 13.5%Deere & Company NYSE:DE 86.40 96.7% 27,166.1 60,771.1 2.3x 16.3x 10.0x 26,724.7 22.9% 13.9%Cummins Inc. NYSE:CMI 125.76 96.0% 21,120.1 22,045.1 1.2x 8.3x 0.8x 18,205.0 25.7% 12.9%PACCAR Inc. NasdaqGS:PCAR 56.82 93.4% 19,917.0 25,017.4 1.4x 9.5x 3.2x 17,915.7 15.9% 14.7%CNH Industrial N.V. BIT:CNHI 7.47 96.7% 10,183.9 32,449.9 1.3x 14.1x 11.5x 25,612.0 17.5% 9.1%AGCO Corporation NYSE:AGCO 51.08 91.2% 4,143.4 5,360.0 0.7x 8.5x 2.6x 7,250.3 20.8% 8.0%Oshkosh Corporation NYSE:OSK 52.75 91.3% 3,876.3 4,798.7 0.8x 10.0x 2.0x 6,102.1 16.5% 7.8%Joy Global, Inc. NYSE:JOY 27.86 97.6% 2,734.8 3,558.8 1.4x 20.2x 5.7x 2,580.4 21.9% 6.8%Terex Corporation NYSE:TEX 25.14 97.3% 2,730.2 4,249.1 0.7x 9.4x 3.7x 6,356.4 19.7% 7.1%Navistar International Corporation NYSE:NAV 22.67 94.3% 1,850.3 6,280.3 0.7x 14.7x 11.9x 8,536.0 14.6% 5.0%Federal Signal Corp. NYSE:FSS 13.00 75.4% 779.1 807.3 1.1x 8.5x 0.7x 711.2 28.5% 13.4%Median $51.08 96.0% $4,143.4 $6,280.3 1.2x 10.0x 2.9x $8,536.0 20.8% 9.1%Mean $50.60 93.4% $13,247.3 $22,670.6 1.2x 12.2x 3.2x $14,708.1 20.5% 10.2%BUILDING PRODUCTSMasco Corporation NYSE:MAS $33.52 89.7% $11,068.8 $13,148.8 1.8x 11.1x 2.5x $7,275.0 32.9% 16.2%Fortune Brands Home & Security, Inc. NYSE:FBHS 55.04 85.4% 8,470.8 9,797.3 2.0x 13.4x 2.2x 4,867.8 35.2% 15.0%Lennox International, Inc. NYSE:LII 157.62 96.1% 6,852.2 7,873.1 2.2x 15.3x 2.1x 3,578.5 29.1% 13.9%Owens Corning NYSE:OC 51.55 87.8% 5,915.4 8,167.4 1.5x 8.1x 2.3x 5,520.0 24.3% 18.3%USG Corporation NYSE:USG 26.13 84.7% 3,813.8 5,165.8 1.3x 7.9x 3.4x 3,869.0 19.7% 15.6%Armstrong World Industries, Inc. NYSE:AWI 41.25 78.8% 2,289.3 3,071.3 1.3x 8.4x 3.0x 2,423.6 25.2% 12.1%Simpson Manufacturing Co., Inc. NYSE:SSD 44.15 97.0% 2,136.4 1,890.0 2.3x 12.1x 0.0x 830.4 46.6% 18.9%Universal Forest Products Inc. NasdaqGS:UFPI 98.61 88.9% 2,002.5 2,001.9 0.7x 10.0x 0.4x 2,970.1 14.9% 6.8%Gri�on Corporation NYSE:GFF 16.53 85.9% 706.9 1,568.7 0.8x 8.9x 5.3x 1,958.6 24.0% 9.0%Quanex Building Products Corporation NYSE:NX 16.90 78.0% 578.3 848.2 1.0x 9.2x 3.3x 874.5 23.6% 10.5%Median $42.70 86.9% $3,051.5 $4,118.5 1.4x 9.6x 2.4x $3,274.3 24.7% 14.5%Mean $54.13 87.2% $4,383.4 $5,353.2 1.5x 10.4x 2.4x $3,416.8 27.5% 13.6%DISTRIBUTIONW.W. Grainger, Inc. NYSE:GWW $214.21 89.3% $12,943.1 $15,007.4 1.5x 10.3x 1.5x $10,081.4 41.2% 14.6%Fastenal Company NasdaqGS:FAST 38.34 76.7% 11,081.5 11,379.5 2.9x 12.8x 0.5x 3,936.9 49.6% 22.7%Watsco Inc. NYSE:WSO 142.89 95.3% 4,641.9 5,150.1 1.2x 14.6x 0.8x 4,146.7 24.4% 8.5%MSC Industrial Direct Co. Inc. NYSE:MSM 72.88 93.0% 4,394.9 4,625.1 1.6x 10.3x 0.6x 2,845.8 45.0% 15.7%WESCO International Inc. NYSE:WCC 59.96 93.8% 2,910.9 4,192.4 0.6x 10.2x 3.5x 7,473.0 19.8% 5.5%Beacon Roo�ng Supply, Inc. NasdaqGS:BECN 42.57 86.9% 2,544.0 3,697.6 1.0x 13.0x 4.2x 3,740.5 24.1% 7.6%Anixter International Inc. NYSE:AXE 60.80 86.5% 2,009.6 3,390.8 0.5x 9.6x 4.3x 7,096.9 20.7% 5.0%Applied Industrial Technologies, Inc. NYSE:AIT 45.48 93.6% 1,777.8 2,046.3 0.8x 10.0x 1.6x 2,519.4 28.2% 8.1%Median $60.38 91.1% $3,652.9 $4,408.8 1.1x 10.3x 1.6x $4,041.8 26.3% 8.3%Mean $84.64 89.4% $5,288.0 $6,186.1 1.3x 11.4x 2.1x $5,230.1 31.6% 11.0%

TTM MarginsTTM Enterprise Value /

22

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Industrials Insider

Industry Valuations

Sector Performance

23

Source: S&P Capital IQ.As of 10/14/2016.

By Sector

Overall Market

3% 6% 4%

23% 26%

13%8%9% 11%

4%

22%17% 19%

5%

16%

37%

1%

10%

-7%

43%

-13%

75%

122%

49%

88%

10%

190%

35%

-20%

30%

80%

130%

180%

230%

Diversified Industrials Aerospace and Defense Electrical Componentsand Equipment

Industrial Machinery Construction and FarmEquipment

Building Products Distribution

Retu

rns

YTD 1 Year 3 Year 5Y

6% 6%7% 7%

25%

19%

74%

56%

0%

20%

40%

60%

80%

100%

S&P 500 DJIA

Retu

rns

YTD 1 Year 3 Year 5Y

Page 24: bglco.com Insider BGL Industrials Insider is published by Brown Gibbons Lang & Company, ... Houghton International acquired Wallover ... quenching oils, ...

For questions about content and circulation, please contact editor, Rebecca Dickenscheidt, at [email protected] or 312-513-7476.

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Representative Transactions

Global Industrials

BGL Contacts

bglco.com globalma.com

Andrew K. PetrykIndustrials Group [email protected]

Kevin H. SargentDirector & [email protected]

recapitalized by

ZS Fund L.P.

E C S R E F I N I N G

acquired byacquired by

Prospect Capital Corporation(NASDAQ: PSEC)

CCPI Inc. recapitalized in a change of control

transaction by

a wholly-ownedsubsidiary of

acquired by

Lauren International, Inc. acquired by

merged with

a portfolio company of

which has been acquired by

PVC Container Corporation

acquired by

The melting operations of

acquired by

The recycling operations of

divested

Motion Control Group

to

acquired by

a portfolio company of

acquired by

acquired by

acquired by

and its affiliate

Aerospace InternationalMaterials-OEM, LLC acquired

a subsidiary of

Castle HarlanPartners IV L.P.

sold the assetsof its subsidiary

Rohrback Cosasco Systemto

acquired by

acquired by

sold the assetsof its subsidiary

Bass-Trigon Softwareto

acquired by

acquired by

acquired by

a division of

(TSE: 6201)

MATERIAL HANDLING U.S.A.acquired by

acquired by

a portfolio company of

acquired by

a portfolio company of

acquired by

with interest held by

divested substantially all of thebusiness and assets of

to

acquired by

The Power ToolBusiness Unit of

acquired by

acquired byacquired by

acquired by

a portfolio company of

acquired by

an MFRI business

acquired by

an MFRI business

acquired by

a portfolio company of

acquired by

a subsidiary of

Gulf Oil International Ltd


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