WITH VOLUMES AND MULTIPLES AT OR ABOVE HISTORIC AVERAGES

All M&A Transaction Volumes Middle Market M&A Revenue Multiples

Middle Market M&A EBITDA Multiples

M&A MIDDLE MARKET INSIGHTS – SEPTEMBER 2016

PierCap’s Middle Market Index

S&P 600 Moving Average

PierCap M&A Index

M&A INDEX AND S&P 600 STILL UP…

1.51.1

1.4

Highest Multiple Observed Lowest Multiple Observed Current - last 12 mos.

Avg. of annual

deals since 2006

Avg. since 2006

12.18.1 10.3

Highest Multiple Observed Lowest Multiple Observed Current - last 12 mos.

Avg. since 2006

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

10,658

6,763

9,697

Highest # of annual deals Lowest # of annual deals # of deals in the last 12 mos.

Middle Market Revenue Multiples by Sector

HEALTHCARE STRENGTHENS, WHILE ENERGY WEAKENS

Middle Market EBITDA Multiples by Sector

NOTEWORTHY TRANSACTIONS…

10.5

11.9

6.0

14.2

9.0

13.5

6.8

Consumer Discretionary

Consumer Staples

Energy Healthcare Industrials Information Technology

Materials

0.9

1.3

1.1

2.3

1.2

1.8

1.1

Consumer Discretionary

Consumer Staples

Energy Healthcare Industrials Information Technology

Materials

Announcement Target Buyer Target IndustrySize

($mm)Revenue Multiple

EBITDA Multiple

9/1/2016Sonoco Products Co., Rigid

Plastics Blow Molding OperationsAmcor Rigid Plastics USA, Inc.; Amcor Packaging Canada Inc.

Metal and Glass Containers $280 1.33x 8.00x

Target operations comprises seven plastic container manufacturing facilities. Buyer entered into definitive agreement to acquire Rigid plastics blowmolding operations from Sonoco Plastics, Inc., Sonoco Plastics Canada ULC, and Sonoco Development, Inc. for $280 million. The acquisition is subject

to regulatory approval in the United States, antitrust approval and other customary closing conditions and is expected to close in the fourth quarter of2016.

Announcement Target Buyer Target IndustrySize

($mm)Revenue Multiple

EBITDA Multiple

9/9/2016 Wescon Controls, LLC Suprajit USA Inc. Industrial Machinery $44 1.16x 6.34x

Buyer acquired Target from a fund managed by Nova Capital Management Limited for an enterprise value of $44.4 million. Target designs andmanufactures mechanical and electronic controls, cable assemblies, and screw machined components. This transaction was funded through Buyer’s cash

balances and debt in an approximate ratio of 50:50.

Announcement Target Buyer Target IndustrySize

($mm)Revenue Multiple

EBITDA Multiple

9/9/2016 BF Acquisition Holdings, LLC MTY Food Group Inc. (TSX:MTY) Restaurants $27 0.19x -

Buyer entered into an agreement to acquire Target for $27 million. The final purchase price remains subject to customary working capital adjustments. Asa part of the agreement, Buyer will acquire Baja Fresh Mexican Grill and La Salsa Fresh Mexican Grill, which currently being managed and operated by Bf

Acquisition Holdings. The transaction will be financed by Buyer's current credit facility. Following the transaction, head office will be moved in Buyer'soffice in Scottsdale, Arizona. The completion of the transaction is subject to multiple conditions, including standard regulatory approvals, financing andother conditions customary for a transaction of this nature.

Notes: Middle Market defined as all M&A activity between $10 million - $1billion in transaction value. EBITDA and Revenue multiples are based on median observations and

calculated for disclosed transactions only. Our data includes majority sales and excludes Financials, Telecommunication Services and Utilities sectors. Starting September

2016, trailing 12 month data also includes transactions that have been announced but not yet closed. Data Source: PierCap Partners, S&P, CapitalIQ.

Disclosure: The M&A Middle Market Insights publication is intended for private use of the recipient, for informational purpose only, and to provide an overview of certain

information relating to the Middle Market Mergers & Acquisition market. This is general information only and is not a substitute for any professional advice or services, nor

should it be used as a basis for any decision or action that may affect your business, or construed as containing advice or recommendation. The information provided herein is

based on data obtained from certain sources we consider accurate and reliable, but we do not represent as to its accuracy or completeness. Information and our opinions are as

of date provided herein without any obligation to update the information. No part of this information may be copied, photocopied, or duplicated in any form by any means or

redistributed without PierCap Partners, LLC’s express written consent. Investment banking services offered through Independent Investment Bankers Corp., a registered broker-

dealer, Member FINRA / SIPC. PierCap Partners, LLC and Independent Investment Bankers Corp. are not affiliated entities.

Announcement Target Buyer Target IndustrySize

($mm)Revenue Multiple

EBITDA Multiple

9/16/2016Aircraft Service International

Group, Inc.Menzies Aviation plc; Menzies

Aviation Inc.Airport Services $200 0.56x 8.45x

Buyer entered into an agreement to acquire Target for approximately £150 million in cash. The transaction will be funded through a rights issue of £3.4per share for gross proceeds of £75.2 million, $250 million (£188.9 million) term loan from Barclays and HSBC, and £150 million revolving credit

facility. The transaction is subject to John Menzies shareholders’ approval, the receipt by Menzies of the proceeds of the rights issue, and obtaining certainregulatory clearances such as by the Competition and Markets Authority, early termination by HSR and approval by U.S. Federal Trade Commission and theAntitrust Division of the U.S. Department of Justice, approval according to Investment Canada Act, completion of reorganization by BBA Aviation and thirdparty consents related to licenses and permits.

Announcement Target Buyer Target IndustrySize

($mm)Revenue Multiple

EBITDA Multiple

9/23/2016 VEGA Medical Professionals LLCConstellation Healthcare

Technologies, Inc. (AIM:CHT)Healthcare Services $24 1.54x 30.00x

Buyer acquired Target for $24 million in cash and stock. Under the terms of agreement Buyer will pay a maximum consideration of up to $24 millionwhere 78% will be paid in cash and 22% in shares. Of this $24 million, CAD 14.4 million ($10.9 million) will be the cash element of initial consideration

and the balance of the initial consideration has been satisfied by the allotment of 1.98 new Common Shares of Buyer. A proportion of the considerationwill be subject to the fulfillment of certain revenue and EBITDA targets being met by Target during the next three years. The deal was funded throughequity fundraise and an unsecured loan of $12 million.