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Environmental Services Industry Update │ December 2013
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Page 1: Tomographic bioluminescence imaging reconstruction via a

Environmental Services

Industry Update │ December 2013

Page 2: Tomographic bioluminescence imaging reconstruction via a

Harris Williams & Co. Environmental Services│December 2013

Page | 1

MONTHLY SPOTLIGHT CONTENTS

MONTHLY SPOTLIGHT

WHAT WE’RE READING

RELEVANT HW&CO. TRANSACTIONS

PUBLIC MARKETS

PUBLIC COMPARABLES

NOTABLE M&A ACTIVITY

M&A TRANSACTION DETAIL

OUR PRACTICE

Harris Williams & Co. is a leading advisor

to the environmental services M&A market.

Our Environmental Services (ES)

Practice includes experience across a broad

range of sectors, including services and

products that meet environmental demands

for a variety of end markets.

Environmental Services Sectors

Engineering, Construction, and

Consulting (ECC)

Remediation, Cleaning, and

Abatement

Test, Measurement, and Control

Waste Management and Recycling

Water and Wastewater

CONTACTS

Patrick Hanraty | Managing Director

[email protected]

+1 (267) 675-5915

Bob Baltimore | Managing Director

[email protected]

+1 (804) 915-0129

Brian Lucas | Managing Director

[email protected]

+1 (804) 932-1323

David Allebach | Vice President

[email protected]

+1 (267) 675-5920

Marshall Croft | Vice President

[email protected]

+1 (804) 915-0161

Environmental Services 2013 Year End Market Update

As we reflect on the year for environmental services M&A activity in 2013, we

recognize that many of the trends affecting each of our five focus sectors also drove

activity across the broader market. While tax considerations resulted in strong volume in

Q4 2012, H1 2013 was consequently depressed as supply contracted. Despite this slow

start to the year, healthy lending markets, rising public company valuations, and pent up

demand from both strategic and financial buyers have all supported a significant revival

in activity through the back half of 2013. On top of these broader market trends,

environmental services M&A activity in 2013 also has been influenced by persistent

regulatory tailwinds drawing continued buyer interest, a variety of highly active

strategic acquirers, and other market moving industry dynamics, such as an increasing

emphasis on waste diversion, the renaissance in oil & gas production, and the ongoing

privatization of water and wastewater infrastructure. Given these various drivers, as of

December 13th, environmental services middle market M&A volume in 2013 is on track

to achieve a similar level to 2012, adjusted for tax implications. Please reference our

2013 year end market update (see the link below) for additional details.

Moving forward, we believe 2014 will be a strong year for environmental services

M&A activity based largely on a continuation of the above trends that drove the market

in the second half of 2013. Please reach out to us for our more specific perspectives as

you evaluate transaction timing and various opportunities in the New Year.

Environmental Services 2013 Year End Market Update

Environmental Services 2013 Year End Market Update

Investment banking services are provided by Harris Williams LLC, a registered broker-dealer and member of FINRA and SIPC, and

Harris Williams & Co. Ltd, which is authorised and regulated by the Financial Conduct Authority. Harris Williams & Co. is a trade name

under which Harris Williams LLC and Harris Williams & Co. Ltd conduct business.

1

Regulation and Legislation

Consumer Preferences

Resource Constraints

Corporate Sustainability Initiatives

Societal Awareness

Market Fundamentals

The Environmental Services Opportunity

Key Sectors for Environmental Services

The above macro trends support these

sectors.

Remediation, Cleaning, &

Abatement

Test, Measurement, &

Control

Waste Management &

Recycling

Water & Wastewater

Engineering, Construction,

& Consulting

1

2

3

4

5

Macro Drivers

• Universal preference for a safe, secure, and sustainable

environment at home and in the workplace.

• Powerful market forces driving changes in the way

companies do business.

• Advances in technology creating opportunity.

• Industry leaders very focused on sustainability.

• Green is Good – Initiatives don’t have to sacrifice growth

and profitability.

Implications

2

2.0x

4.0x

6.0x

8.0x

10.0x

12.0x

14.0x

Dec-08 Dec-09 Dec-10 Dec-11 Dec-12 Dec-13

ES Comps (Key Sectors) S&P 500

9.3x

10.1x

10.9x

11.7x

11.8x

13.8x

Public Markets

12.2x5.9x

5-Year

Minimum

5-Year

Maximum

9.5 x

3-Year

Median

9.1x

5-Year

Median

Data as of December 13, 2013.

Source: S&P Capital IQ.

Data as of December 13, 2013.

Source: S&P Capital IQ.

Median EV/

EBITDA Across

All ES Sectors:

11.7x

Our Environmental Services sectors

are trading at a 16.2% premium to

the S&P 500.

Waste Management &

Recycling

Engineering, Construction, &

Consulting

Remediation, Cleaning, &

Abatement

Test, Measurement, & Control

Water & Wastewater

Comparable Company TEV/LTM EBITDA (‘08 – ‘13)

Trading Statistics (TEV/LTM EBITDA)

TEV/EBITDA – Current Trading Performance

ES

Comps

S&P 500

Public comparables across our environmental services sectors are trading at a 16.2% premium

to the S&P 500 and 28.8% above their 5-year median.

11.7x

Current

3

0

5

10

15

20

25

30

35

40

1Q07 2Q07 3Q07 4Q07 1Q08 2Q08 3Q08 4Q08 1Q09 2Q09 3Q09 4Q09 1Q10 2Q10 3Q10 4Q10 1Q11 2Q11 3Q11 4Q11 1Q12 2Q12 3Q12 4Q12 1Q13 2Q13 3Q13 4Q13

Overall M&A Activity

Global Quarterly Environmental Services Middle Market M&A Volume1,2,3

For the Quarters Ended Q1 2007 – 2013 YTD

2007

All M&A: 4,347

ES M&A: 121

Sources: Thomson Financial – SDC database, S&P Capital IQ

(1) Includes transactions between $50 million and $1.5 billion in enterprise value.

(2) Excludes minority purchases, acquisitions of remaining interest, self-tenders and repurchases.

(3) As of December 13, 2013.

M&A volume across all of our environmental services sectors has been generally in line with the

broader market despite some year-to-year variations.

Rebound in volume

after sluggish H1.

2008

All M&A: 3,241

ES M&A: 60

All M&A: (25.4%)

ES M&A: (50.4%)

2009

All M&A: 2,308

ES M&A: 31

All M&A: (28.8%)

ES M&A: (48.3%)

2011

All M&A: 3,497

ES M&A: 49

All M&A: 6.8%

ES M&A: (23.4%)

2010

All M&A: 3,274

ES M&A: 64

All M&A: 41.9%

ES M&A: 106.5%

2012

All M&A: 3,369

ES M&A: 55

All M&A: (3.7%)

ES M&A: 12.2%

2013

All M&A: 3,069

ES M&A: 42

All M&A: (8.9%)

ES M&A: (23.6%)

Page 3: Tomographic bioluminescence imaging reconstruction via a

Harris Williams & Co. Environmental Services│December 2013

Page | 2

WHAT WE’RE READING

Pitchbook Publishes 2013 Private Equity Environmental, Social, and Governance Survey. “When we conducted our

inaugural environmental, social and governance (ESG) survey of private equity (PE) professionals last year, it was startling to see

that 49% of our general partner (GP) respondents did not have an ESG program at their firm and had no plans to create one,

despite heightened concern from limited partners (LPs) on ESG issues. In our second edition of the ESG survey, 60% of GP

respondents work at a firm with an established ESG program and another 26% either have an ESG program in development or

plan to create one in the near future. 84% of LP respondents say that ESG issues are at least somewhat important when deciding

whether or not to commit to a PE fund, with 18% claiming they are essential.” Download the report here.

EPA Plans to Sharply Reduce Inspections. “EPA plans to substantially reduce inspections and civil enforcement cases against

industry over the next five years, arguing that focusing on the biggest polluters would be the most effective way to clean up air

and water. In a draft strategic plan, the EPA proposes to cut federal inspections by one-third from the 20,000 inspections it

conducted in the last fiscal year, ended Sept. 30. Moreover, it plans to initiate about 2,320 civil enforcement cases a year,

compared with the 3,000 cases initiated last fiscal year, a 23% reduction. The EPA said the shift for fiscal years 2014 to 2018 is

not a retreat from enforcement but a more effective allocation of resources.” Read more here.

What Podesta’s White House Return Means for Obama’s Environmental Policy. “John Podesta’s decision to join the White

House staff will not only elevate the importance of climate change within the Obama administration, but it could have much

broader implications for the president’s environmental policies. Podesta will focus on how the administration organizes itself to

deal with how to implement its agenda in the second term and its opportunities to exercise executive authority. He will focus

particularly on climate change given the fact that it involves both of those factors.” Read more here.

Justices May Back EPA on Air Pollution Rule. “States in the Midwest and South whose polluted air affects those in the

Northeast and Mid-Atlantic may have to deal with a federally imposed solution, a slim majority of Supreme Court justices

appeared to indicate. While the court was divided over the method and timing behind EPA’s rule on cross-state air pollution, more

support was voiced for federal authority than the demands of ‘upwind’ states and industries. At issue is whether the EPA acted

before states could come up with their own emissions control plans, and whether its emphasis on cost controls would cause some

states to do more and others less, regardless of their share of the offending pollution.” Read more here.

Call for China Water Management Change. “Industries across China, including the textiles and apparel sector, should look

beyond standard corporate social responsibility reporting on water risks, and instead adopt management systems that look further

than their direct operations, according to a recent report. This applies particularly to China’s textile sector where Ecotextile

News has learned that total wastewater generated by the textile industry in China accounts for 14% of the total wastewater

generated by the 39 industrial sectors nationwide – ranking it third overall.” Read more here.

Columbus, Ohio, Expands Recycling Program. “The city of Columbus, Ohio, is expanding its recycling program to include

condominiums and apartment complexes. The city’s Department of Public Service said in a news release it will expand the

RecyColumbus program to eligible condos and apartments, along with rowhouses and townhomes along city streets, beginning

March 3, 2014.” Read more here.

EPA Updates Sustainability Plan. “The EPA and other federal agencies have released their 2013 Strategic Sustainability

Performance Plans that outline steps the agencies will take to reduce carbon emissions and save energy. The plans are also

intended to help meet the new goal President Obama set with a Presidential Memorandum directing the federal government to

consume 20% of its electricity from renewable sources by 2020 — more than double the current level.” Read more here.

U.S. Environment Chief to Share Air Pollution Lessons with China. “EPA Administrator Gina McCarthy spoke ahead of a

visit to Beijing, Shanghai, and other Chinese locations. ‘While I am all too well aware of the severe air quality challenges that

China now faces, I see these challenges as ones where the United States can truly speak from experience in support of China's

efforts to reduce air pollution,’ McCarthy said at an event hosted by the Center for American Progress.” Read more here.

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Harris Williams & Co. Environmental Services│December 2013

Page | 3

RELEVANT HW&CO. ENVIRONMENTAL SERVICES TRANSACTIONS

Regulation, legislation, social awareness, and consumer preferences involving environmental and sustainability issues have

created substantial opportunity for companies that provide Environmental Services (ES). Harris Williams & Co. combines deep

sector knowledge and relationships with the middle market’s best M&A advisory services. We have an established track record of

navigating a complex ES landscape, offering differentiated strategic advice and superior execution to clients across the ES

spectrum.

Pine Environmental Services, Inc.

has been acquired by has been acquired by

has been acquired by

has been acquired by has been acquired by

• Enardo – Provider of safety and environmental control solutions for

storage tanks and vapor control systems.

• BLR – Provider of online employment, safety, and environmental

compliance solutions.

• Cimarron – Manufacturer of customized energy production,

processing, and environmental solutions.

• RECON – Environmental remediation and geotechnical

construction services.

• Hilex Poly – Manufacturer of recycled plastic bags and film

products.

• Pine Environmental Services – Environmental test and

measurement equipment rentals and sales.

• QualaWash – Industrial tank cleaning, maintenance, and repair

services.

• Capula – Independent energy and utility IT solutions provider.

• APS Energy Services – Provider of energy conservation and

renewable energy solutions in the Southwestern U.S.

• PSSI – Provider of contract cleaning for food processors.

• Soil Safe – Provider of soil treatment and placement services.

• ENTRIX – Provider of environmental consulting services in

water resource management.

has been acquired by has been acquired by

Relevant Transactions

has been acquired by

has been acquired by has been acquired by

has been recapitalized

has been acquired by

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Harris Williams & Co. Environmental Services│December 2013

Page | 4

PUBLIC MARKETS

Key Trading Statistics1

(1) As of December 13, 2013.

Current Valuations Versus Historical Five-Year Average1

(Current TEV/LTM EBITDA multiple as a % of Five-Year Average)

Stock Price % Change TEV / EBITDA P/E

1 Month 12 Month Dec-12 Jun-13 Current 2013E 2014P Current 2013E

Engineering, Construction, and Consulting

Engineering, Construction, and Consulting (1.1%) 32.9% 8.8x 8.9x 10.7x 8.8x 8.0x 16.3x 15.6x

Remediation, Cleaning, and Abatement

Products (6.0%) 45.1% 11.3x 11.7x 14.1x 13.5x 12.0x 20.3x 22.6x

Services 5.5% 17.3% 7.9x 7.9x 9.0x 8.4x 7.0x 36.6x 18.7x

Test, Measurement, and Control

Test and Measurement Products and Technologies 0.0% 21.5% 12.1x 13.5x 14.2x 13.4x 12.5x 22.3x 20.1x

Testing, Inspection, and Certification Services (5.5%) (2.4%) 12.0x 12.7x 12.5x 11.5x 10.2x 29.5x 21.6x

Control Products and Technologies 0.7% 37.7% 10.3x 11.5x 13.3x 12.7x 11.6x 25.0x 21.9x

Waste Management and Recycling

Diversified Waste Management and Recycling (1.3%) 29.7% 7.7x 9.8x 10.1x 8.5x 8.0x 23.4x 19.1x

Metals Processing and E-Waste (1.6%) 7.1% 7.2x 8.3x 11.0x 8.1x 6.4x 13.9x 17.2x

Recycled Materials 0.1% 35.4% 6.9x 7.8x 8.2x 8.4x 6.4x 20.2x 15.8x

Solid Waste Management and Recycling (1.9%) 18.4% 7.6x 8.3x 8.5x 8.1x 7.7x 29.3x 21.4x

Specialty Waste (1.9%) 11.3% 9.7x 12.2x 10.2x 9.2x 8.0x 29.1x 29.5x

Waste to Energy (4.3%) (5.7%) 10.3x 11.5x 10.7x 9.2x 9.2x 47.6x 45.3x

Water and Wastewater

Products and Technologies (0.8%) 46.3% 9.5x 11.0x 12.4x 12.0x 10.9x 37.9x 22.9x

Utilities and Services (3.2%) 12.0% 9.5x 9.8x 10.1x 9.8x 8.8x 20.3x 19.5x

TEV / LTM EBITDA as of

100%

101%

103%

117%

120%

121%

123%

125%

126%

126%

128%

137%

166%

0% 20% 40% 60% 80% 100% 120% 140% 160% 180%

Specialty Waste

Water and Wastewater Utilities and Services

Solid Waste Management and Recycling

Testing, Inspection, and Certification Services

Diversified Waste Management and Recycling

Test and Measurement Products and Technologies

Remediation, Cleaning, and Abatement Products

Control Products and Technologies

Recycled Materials

Engineering, Construction, and Consulting

Remediation, Cleaning, and Abatement Services

Water and Wastewater Products and Technologies

Metals Processing and E-Waste

Page 6: Tomographic bioluminescence imaging reconstruction via a

Harris Williams & Co. Environmental Services│December 2013

PUBLIC COMPARABLES

Page | 5

($ in millions, excluding stock price)

(1) As of December 13, 2013.

Stock Performance

Stock Price Change from 52-Week TEV / EBITDA P/E

TEV Dec-13 Nov-13 Dec-12 Prior Month Prior Year High % of High Dec-12 Jun-13 Current 2013E 2014P Current 2013E

Engineering, Construction, and Consulting1

Engineering, Construction, and Consulting

Abengoa SA $13,618 $3.15 $3.18 $2.64 (1.0%) 19.5% $3.82 82.5% 8.7x 8.2x 9.6x 7.9x 7.0x 32.1x 15.6x

AECOM Technology Corporation 3,323 27.47 28.95 23.74 (5.1%) 15.7% 35.24 78.0% 7.1x 8.6x 7.3x 7.0x 6.4x 11.7x 11.2x

AMEC plc 5,051 17.10 18.61 16.45 (8.1%) 3.9% 19.71 86.8% 8.9x 8.9x 9.7x 8.8x 8.0x 15.1x 12.5x

Arcadis NV 2,787 32.58 32.03 23.51 1.7% 38.6% 34.52 94.4% 10.0x 10.3x 9.9x 9.8x 8.7x 18.3x 16.6x

Cardno Limited 992 5.93 6.66 6.37 (10.9%) (6.9%) 6.76 87.7% 7.3x 6.1x 8.0x 7.6x 7.0x 12.4x 12.2x

Chicago Bridge & Iron Company N.V. 9,960 78.47 78.15 41.99 0.4% 86.9% 80.24 97.8% 7.0x 13.4x 12.2x 11.2x 8.9x 23.7x 18.9x

Fomento de Construcciones y Contratas, S.A. 11,830 20.39 22.07 12.37 (7.6%) 64.9% 24.36 83.7% 9.5x 13.0x 20.4x 11.0x 9.3x NM NM

GENIVAR Inc. 1,677 29.19 29.21 21.14 (0.1%) 38.1% 30.11 97.0% 12.5x 11.3x 11.5x 10.3x 9.2x 21.1x 21.4x

IHS Inc. 9,806 115.60 112.97 92.03 2.3% 25.6% 117.65 98.3% 19.6x 22.2x 26.7x 17.9x 14.2x 56.4x 23.6x

Interserve plc 1,403 10.77 9.83 5.93 9.6% 81.6% 11.20 96.2% 11.3x 11.3x 15.4x 7.5x 6.6x 5.2x 14.3x

Jacobs Engineering Group Inc. 6,695 56.76 63.29 41.72 (10.3%) 36.0% 64.27 88.3% 7.1x 8.8x 8.7x 7.4x 6.6x 17.6x 15.3x

Leidos Holdings, Inc. 4,361 43.14 48.69 45.92 (11.4%) (6.1%) 64.36 67.0% 10.4x 6.2x 5.8x 15.8x 9.0x 9.6x 46.7x

Stantec Inc. 3,207 65.75 64.25 39.21 2.3% 67.7% 68.19 96.4% 9.5x 9.6x 12.9x 12.8x 11.5x 22.9x 21.9x

Tetra Tech Inc. 1,816 27.05 26.34 25.83 2.7% 4.7% 31.49 85.9% 7.8x 8.4x 13.2x 7.6x 6.8x NM 15.2x

TRC Companies Inc. 188 6.76 7.05 5.37 (4.1%) 25.9% 9.40 71.9% 6.6x 8.0x 21.3x NM NM 5.8x 14.4x

United Envirotech Ltd. 487 0.61 0.69 0.35 (11.1%) 73.0% 0.82 74.3% 10.5x 13.9x 12.3x 10.6x 8.2x 17.7x 22.5x

URS Corporation 5,626 50.69 51.32 39.07 (1.2%) 29.7% 55.79 90.9% 6.5x 6.6x 6.8x 6.6x 6.5x 12.6x 12.2x

WS Atkins plc 1,951 22.02 20.08 12.26 9.7% 79.6% 22.52 97.8% 6.2x 7.0x 9.8x 8.7x 8.0x 14.1x 16.2x

Median (1.1% ) 32.9% 88.0% 8.8x 8.9x 10.7x 8.8x 8.0x 16.3x 15.6x

Remediation, Cleaning, and Abatement1

Products

Ecolab Inc. $37,833 $102.58 $106.29 $70.68 (3.5%) 45.1% $108.34 94.7% 13.5x 13.3x 15.2x 14.8x 13.1x 34.2x 28.9x

Federal Signal Corp. 992 14.13 15.03 6.86 (6.0%) 106.0% 15.89 88.9% 9.1x 10.1x 13.0x 12.1x 10.9x 6.5x 16.3x

Swisher Hygiene Inc. 55 0.46 0.56 1.71 (18.6%) (73.3%) 1.94 23.5% NM NM NM NM NM NM NM

Median (6.0% ) 45.1% 88.9% 11.3x 11.7x 14.1x 13.5x 12.0x 20.3x 22.6x

Services

EMCOR Group Inc. $2,641 $39.73 $37.52 $33.97 5.9% 17.0% $43.98 90.3% 6.6x 7.3x 9.0x 8.6x 7.2x 21.8x 17.9x

Heritage-Crystal Clean, Inc 333 18.54 18.82 15.00 (1.5%) 23.6% 19.17 96.7% 21.0x 21.8x 26.9x 18.1x 9.1x 217.5x 68.2x

Newalta Corporation 1,214 15.69 14.77 16.15 6.2% (2.9%) 15.89 98.7% 9.3x 8.4x 8.9x 8.3x 6.7x 25.1x 19.4x

Rentokil Initial plc 5,069 1.78 1.70 1.52 5.2% 17.7% 1.85 96.2% 6.1x 6.3x 7.6x 6.9x 6.6x 48.1x 13.0x

Median 5.5% 17.3% 96.5% 7.9x 7.9x 9.0x 8.4x 7.0x 36.6x 18.7x

TEV / LTM EBITDA as of

Page 7: Tomographic bioluminescence imaging reconstruction via a

Harris Williams & Co. Environmental Services│December 2013

PUBLIC COMPARABLES

Page | 6

($ in millions, excluding stock price)

Stock Performance

Stock Price Change from 52-Week TEV / EBITDA P/E

TEV Dec-13 Nov-13 Dec-12 Prior Month Prior Year High % of High Dec-12 Jun-13 Current 2013E 2014P Current 2013E

Test, Measurement, and Control1

Test and Measurement Products and Technologies

Badger Meter Inc. $811 $52.21 $52.34 $45.67 (0.2%) 14.3% $55.00 94.9% 14.3x 13.2x 15.9x 15.8x 13.8x 31.7x 30.4x

Danaher Corp. 53,172 74.01 73.76 54.89 0.3% 34.8% 75.93 97.5% 10.0x 11.2x 12.6x 12.7x 11.7x 20.7x 21.7x

FLIR Systems, Inc. 3,965 28.70 29.52 20.46 (2.8%) 40.3% 33.82 84.9% 7.7x 9.4x 10.8x 11.7x 10.4x 18.5x 20.4x

Halma plc 3,652 9.19 9.06 7.28 1.4% 26.2% 9.75 94.2% 13.1x 14.4x 15.0x 13.7x 13.0x 24.0x 19.8x

Horiba Ltd. 1,114 32.84 35.27 28.56 (6.9%) 15.0% 39.23 83.7% 4.4x 8.4x 7.5x 6.9x 5.7x 19.1x 18.3x

Roper Industries Inc. 15,046 129.90 126.26 111.30 2.9% 16.7% 135.69 95.7% 14.7x 14.2x 15.0x 14.1x 12.8x 25.1x 23.2x

Teledyne Technologies Inc. 3,969 89.69 88.76 61.91 1.0% 44.9% 93.58 95.8% 9.8x 10.3x 11.0x 11.8x 10.4x 19.5x 19.2x

Thermo Fisher Scientific, Inc. 41,875 101.34 98.81 64.92 2.6% 56.1% 103.18 98.2% 11.7x 13.9x 15.3x 15.3x 13.2x 27.9x 18.6x

Trimble Navigation Limited 8,876 31.68 32.76 29.15 (3.3%) 8.7% 33.84 93.6% 20.8x 19.0x 21.0x 18.6x 16.1x 43.0x 21.1x

Waters Corporation 7,770 96.03 100.05 87.43 (4.0%) 9.8% 108.89 88.2% 12.4x 13.7x 13.4x 13.1x 12.2x 17.2x 19.4x

Median 0.0% 21.5% 94.6% 12.1x 13.5x 14.2x 13.4x 12.5x 22.3x 20.1x

Testing, Inspection, and Certification Services

Bureau Veritas SA $14,095 $27.70 $28.88 $28.05 (4.1%) (1.3%) $34.86 79.4% 16.6x 15.2x 14.8x 13.7x 12.6x 29.5x 21.7x

Intertek Group plc 8,826 48.01 50.77 49.75 (5.4%) (3.5%) 57.16 84.0% 14.7x 14.2x 14.4x 12.8x 11.6x 26.9x 21.3x

SGS SA 17,700 2,213.96 2,236.35 2,239.86 (1.0%) (1.2%) 2,750.61 80.5% 15.7x 15.0x 14.4x 12.4x 11.0x 26.1x 22.7x

ALS Limited 3,500 7.25 8.94 10.15 (18.9%) (28.6%) 11.14 65.1% 9.2x 8.5x 10.4x 10.7x 9.5x 15.0x 15.6x

Eurofins Scientific SA 4,190 242.16 256.40 159.53 (5.6%) 51.8% 283.13 85.5% 12.7x 14.4x 16.7x 14.9x 12.3x 40.4x 32.7x

SAI Global Limited 896 3.36 3.75 4.50 (10.6%) (25.4%) 4.16 80.6% 11.3x 8.9x 9.6x 9.4x 8.7x NM 16.9x

Mistras Group, Inc. 627 19.81 19.03 22.52 4.1% (12.0%) 25.35 78.1% 10.1x 11.3x 10.1x 8.1x 7.4x 45.0x 23.3x

Furmanite Corporation 409 10.00 11.04 4.56 (9.4%) 119.3% 11.73 85.3% 8.9x 10.5x 10.7x 9.8x 7.8x 30.4x 21.5x

Median (5.5% ) (2.4% ) 80.6% 12.0x 12.7x 12.5x 11.5x 10.2x 29.5x 21.6x

Control Products and Technologies

Calgon Carbon Corporation $1,068 $19.21 $20.43 $13.95 (6.0%) 37.7% $21.00 91.5% 11.8x 12.3x 10.9x 11.0x 9.2x 24.0x 23.4x

CECO Environmental Corp. 471 15.38 15.48 9.32 (0.6%) 65.0% 19.42 79.2% 7.0x 11.1x 23.1x 19.4x 10.0x 41.4x 16.7x

CLARCOR Inc. 2,829 60.23 59.55 45.42 1.1% 32.6% 61.77 97.5% 9.9x 11.7x 13.3x 12.7x 11.9x 25.0x 24.2x

Flowserve Corp. 11,093 72.36 71.06 47.43 1.8% 52.6% 73.04 99.1% 10.5x 11.5x 13.5x 12.7x 11.6x 21.6x 21.1x

Franklin Electric Co., Inc. 2,093 42.25 40.41 29.74 4.6% 42.1% 44.86 94.2% 10.9x 12.0x 13.4x 13.4x 11.8x 25.1x 24.6x

IDEX Corporation 6,071 70.10 70.68 45.08 (0.8%) 55.5% 72.65 96.5% 9.5x 11.0x 13.0x 12.9x 11.9x 84.5x 22.9x

Johnson Matthey plc 11,765 51.46 48.10 38.92 7.0% 32.2% 54.12 95.1% 10.3x 12.1x 12.9x 12.0x 11.2x 21.0x 19.4x

L'Air Liquide SA 51,490 134.39 133.42 124.98 0.7% 7.5% 144.99 92.7% 10.0x 10.1x 10.6x 9.6x 8.9x 19.3x 18.6x

Pall Corporation 8,806 81.65 82.96 61.60 (1.6%) 32.5% 85.55 95.4% 11.3x 11.5x 15.4x 14.1x 12.9x 29.7x 23.9x

Pentair Ltd. 16,411 70.01 68.45 47.84 2.3% 46.3% 72.30 96.8% 28.2x 32.9x 19.1x 13.3x 11.8x 136.2x 21.9x

Rockwell Automation Inc. 14,835 110.52 113.75 82.01 (2.8%) 34.8% 114.76 96.3% 9.7x 10.5x 13.0x 11.0x 10.1x 20.6x 17.9x

Median 0.7% 37.7% 95.4% 10.3x 11.5x 13.3x 12.7x 11.6x 25.0x 21.9x

TEV / LTM EBITDA as of

(1) As of December 13, 2013.

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PUBLIC COMPARABLES

Page | 7

(1) As of December 13, 2013.

($ in millions, excluding stock price)

Stock Performance

Stock Price Change from 52-Week TEV / EBITDA P/E

TEV Dec-13 Nov-13 Dec-12 Prior Month Prior Year High % of High Dec-12 Jun-13 Current 2013E 2014P Current 2013E

Waste Management and Recycling1

Diversified Waste Management and Recycling

Fomento de Construcciones y Contratas, S.A. $11,830 $20.39 $22.07 $12.37 (7.6%) 64.9% $24.36 83.7% 9.5x 13.0x 20.4x 11.0x 9.3x NM NM

ALBA SE 916 84.39 83.55 83.71 1.0% 0.8% 93.02 90.7% 20.9x 26.2x 36.9x NM NM 23.4x 0.0x

Séché Environnement SA 626 37.19 39.15 35.04 (5.0%) 6.1% 49.24 75.5% 6.1x 8.0x 8.2x 5.6x 5.3x NM 14.2x

Pennon Group Plc 7,586 10.49 10.34 10.01 1.5% 4.8% 11.87 88.3% 11.4x 12.0x 11.6x 11.2x 10.5x 55.7x 16.4x

Waste Connections Inc. 7,355 43.04 42.27 32.67 1.8% 31.7% 46.49 92.6% 9.8x 12.9x 11.6x 11.2x 10.2x 29.3x 24.9x

Suez Environnement Company SA 22,310 17.19 16.99 11.92 1.2% 44.2% 18.11 94.9% 6.8x 6.6x 7.3x 6.5x 6.2x 20.5x 19.3x

Shanks Group plc 1,194 1.69 1.76 1.33 (3.8%) 27.3% 1.82 93.3% 6.6x 9.8x 10.1x 8.1x 7.6x NM 18.9x

Transpacific Industries Group Ltd. 2,670 0.97 1.07 0.74 (9.4%) 30.1% 1.06 90.9% 6.6x 6.0x 7.3x 7.7x 7.5x NM 22.9x

Waste Management, Inc. 30,706 43.62 44.18 33.64 (1.3%) 29.7% 46.38 94.0% 7.7x 8.6x 9.0x 8.9x 8.4x 22.0x 20.1x

Median (1.3% ) 29.7% 90.9% 7.7x 9.8x 10.1x 8.5x 8.0x 23.4x 19.1x

Metals Processing and E-Waste

Commercial Metals Company $3,315 $19.58 $18.88 $13.84 3.7% 41.5% $20.23 96.8% 6.4x 8.3x 10.0x 7.7x 6.4x 30.6x 15.8x

Aurubis AG 2,991 57.46 57.30 66.99 0.3% (14.2%) 79.31 72.5% 3.2x 6.2x NM 7.8x 5.4x 5.2x NM

Dowa Holdings Co., Ltd. 4,002 9.64 9.54 6.20 1.0% 55.5% 10.15 94.9% 6.1x 8.1x 8.5x 8.3x 7.7x 13.9x 14.4x

Metalico Inc. 197 1.63 1.70 1.46 (4.1%) 11.6% 2.25 72.4% 9.3x 11.5x 12.1x 9.4x 6.4x NM NM

Schnitzer Steel Industries, Inc. 1,157 29.88 30.95 29.15 (3.5%) 2.5% 32.99 90.6% 8.0x 9.4x 13.5x 8.7x 6.7x NM 28.4x

Sims Metal Management Limited 1,927 8.79 9.33 9.74 (5.9%) (9.8%) 10.21 86.1% 13.1x NM NM 7.7x 5.7x NM 18.5x

Median (1.6% ) 7.1% 88.3% 7.2x 8.3x 11.0x 8.1x 6.4x 13.9x 17.2x

Recycled Materials

Mondi plc $10,070 $14.79 $16.17 $10.67 (8.6%) 38.6% $18.42 80.3% 6.7x 7.4x 7.8x 6.8x 6.4x 19.7x 11.5x

Resolute Forest Products Inc. 1,733 14.66 14.90 12.01 (1.6%) 22.1% 17.54 83.6% 3.5x 4.3x 4.7x 5.1x 4.5x NM 14.0x

Clearwater Paper Corporation 1,637 50.89 52.70 38.87 (3.4%) 30.9% 53.91 94.4% 6.3x 7.6x 8.6x 8.4x 5.7x 26.3x 31.0x

LKQ Corp. 11,393 33.86 32.04 20.93 5.7% 61.8% 34.32 98.7% 14.9x 16.7x 19.4x 18.2x 14.6x 34.5x 31.4x

Colas SA 6,930 163.32 157.95 153.25 3.4% 6.6% 174.98 93.3% 5.8x 4.8x 7.2x NM NM 13.3x 0.0x

Eagle Materials Inc. 4,138 73.97 76.31 55.41 (3.1%) 33.5% 79.91 92.6% 26.0x 29.8x 21.3x 14.2x 9.9x 38.5x 27.4x

Sonoco Products Co. 4,963 40.58 39.87 29.57 1.8% 37.2% 41.13 98.7% 7.1x 8.0x 8.6x 8.4x 7.9x 20.2x 17.6x

Rock-Tenn Company 9,994 100.80 95.81 67.49 5.2% 49.4% 126.05 80.0% 7.2x 9.1x 7.0x 6.1x 5.7x 10.1x 11.9x

Median 0.1% 35.4% 92.9% 6.9x 7.8x 8.2x 8.4x 6.4x 20.2x 15.8x

Solid Waste Management and Recycling

Republic Services, Inc. $19,166 $33.94 $34.61 $29.13 (1.9%) 16.5% $35.61 95.3% 7.5x 8.3x 8.5x 8.1x 7.7x 25.7x 18.1x

Progressive Waste Solutions Ltd. 4,494 25.73 25.59 21.72 0.5% 18.4% 26.74 96.2% 7.6x 7.7x 8.4x 8.6x 8.0x 32.8x 24.7x

Casella Waste Systems Inc. 730 5.54 5.69 4.23 (2.6%) 31.0% 6.20 89.4% 8.3x 8.8x 8.8x 7.5x 6.9x NM NM

Median (1.9% ) 18.4% 95.3% 7.6x 8.3x 8.5x 8.1x 7.7x 29.3x 21.4x

Specialty Waste

Clean Harbors, Inc. $4,503 $55.39 $55.42 $55.45 (0.1%) (0.1%) $64.12 86.4% 9.4x 12.2x 10.0x 8.5x 7.3x 25.3x 28.2x

Stericycle, Inc. 11,177 114.58 117.39 93.30 (2.4%) 22.8% 121.61 94.2% 16.8x 17.8x 17.8x 17.4x 15.6x 33.0x 30.7x

US Ecology, Inc. 803 36.52 35.78 21.18 2.1% 72.4% 39.77 91.8% 7.5x 9.0x 12.2x 11.4x 11.1x 23.3x 20.7x

Heritage-Crystal Clean, Inc 333 18.54 18.82 15.00 (1.5%) 23.6% 19.17 96.7% 21.0x 21.8x 26.9x 18.1x 9.1x 217.5x 68.2x

Newalta Corporation 1,214 15.69 14.77 16.15 6.2% (2.9%) 15.89 98.7% 9.3x 8.4x 8.9x 8.3x 6.7x 25.1x 19.4x

Perma-Fix Environmental Services Inc. 53 3.14 4.06 4.00 (22.7%) (21.5%) 5.25 59.8% NM NM NM NM NM NM NM

Veolia Environnement S.A. 23,954 15.43 16.89 11.85 (8.7%) 30.2% 19.14 80.6% 9.7x 6.8x 6.7x 9.2x 8.0x 77.4x 65.9x

Nuverra Environmental Solutions, Inc. 926 15.41 16.00 42.40 (3.7%) (63.7%) 44.20 34.9% 34.0x 20.0x 10.2x 8.0x 6.6x NM NM

Median (1.9% ) 11.3% 89.1% 9.7x 12.2x 10.2x 9.2x 8.0x 29.1x 29.5x

Waste to Energy

Covanta Holding Corporation $4,469 $17.34 $18.12 $18.39 (4.3%) (5.7%) $21.89 79.2% 10.3x 11.5x 10.7x 9.2x 9.2x 47.6x 45.3x

Median (4.3% ) (5.7% ) 79.2% 10.3x 11.5x 10.7x 9.2x 9.2x 47.6x 45.3x

TEV / LTM EBITDA as of

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PUBLIC COMPARABLES

Page | 8

(1) As of December 13, 2013.

($ in millions, excluding stock price)

Stock Performance

Stock Price Change from 52-Week TEV / EBITDA P/E

TEV Dec-13 Nov-13 Dec-12 Prior Month Prior Year High % of High Dec-12 Jun-13 Current 2013E 2014P Current 2013E

Water and Wastewater1

Products and Technologies

IDEX Corporation $6,071 $70.10 $70.68 $45.08 (0.8%) 55.5% $72.65 96.5% 9.5x 11.0x 13.0x 12.9x 11.9x 84.5x 22.9x

Mueller Water Products, Inc. 1,797 8.34 8.79 5.58 (5.1%) 49.5% 9.29 89.8% 11.2x 11.5x 11.5x 9.3x 7.7x 37.9x 25.8x

Pentair Ltd. 16,411 70.01 68.45 47.84 2.3% 46.3% 72.30 96.8% 28.2x 32.9x 19.1x 13.3x 11.8x 136.2x 21.9x

Watts Water Technologies, Inc. 2,142 58.38 58.44 40.95 (0.1%) 42.6% 60.70 96.2% 8.7x 9.8x 11.6x 11.4x 9.7x 29.2x 25.8x

Xylem Inc. 7,046 33.81 34.32 26.69 (1.5%) 26.7% 34.93 96.8% 9.3x 9.7x 12.4x 12.0x 10.9x 27.0x 17.7x

Median (0.8% ) 46.3% 96.5% 9.5x 11.0x 12.4x 12.0x 10.9x 37.9x 22.9x

Utilities and Services

Aegion Corporation $1,079 $21.05 $20.55 $20.97 2.4% 0.4% $26.10 80.7% 8.7x 9.7x 10.3x 8.6x 6.6x 16.3x 14.3x

American States Water Company 1,362 27.18 28.36 23.23 (4.2%) 17.0% 33.09 82.2% 7.9x 8.4x 8.5x 8.8x 8.6x 17.3x 18.7x

American Water Works Company, Inc. 12,936 40.80 42.41 37.78 (3.8%) 8.0% 45.09 90.5% 9.3x 9.8x 9.9x 9.6x 9.0x 20.0x 18.6x

Aqua America Inc. 5,698 23.05 25.10 19.88 (8.2%) 15.9% 28.12 82.0% 12.0x 13.5x 13.2x 12.5x 11.8x 18.1x 20.2x

California Water Service Group 1,483 21.83 22.49 18.02 (2.9%) 21.1% 23.14 94.3% 8.9x 9.4x 9.7x 9.9x 8.1x 21.1x 24.0x

Kurita Water Industries Ltd. 1,692 21.07 21.65 21.18 (2.7%) (0.5%) 22.61 93.2% 3.1x 4.4x 5.3x 5.9x 5.2x 24.4x 26.0x

Pennon Group Plc 7,586 10.49 10.34 10.01 1.5% 4.8% 11.87 88.3% 11.4x 12.0x 11.6x 11.2x 10.5x 55.7x 16.4x

Severn Trent Plc 13,589 27.16 29.22 25.24 (7.0%) 7.6% 35.83 75.8% 10.4x 11.7x 11.0x 10.0x 9.8x 8.7x 19.6x

Suez Environnement Company SA 22,310 17.19 16.99 11.92 1.2% 44.2% 18.11 94.9% 6.8x 6.6x 7.3x 6.5x 6.2x 20.5x 19.3x

The York Water Company 349 20.76 20.68 17.31 0.4% 19.9% 22.00 94.4% 12.2x 12.5x 13.2x 13.0x 11.4x 28.5x 27.8x

United Utilities Group PLC 16,965 10.70 11.08 11.31 (3.4%) (5.4%) 12.95 82.6% 11.8x 12.1x 10.8x 10.4x 10.0x 6.7x 15.5x

Veolia Environnement S.A. 23,954 15.43 16.89 11.85 (8.7%) 30.2% 19.14 80.6% 9.7x 6.8x 6.7x 9.2x 8.0x 77.4x 65.9x

Median (3.2% ) 12.0% 85.5% 9.5x 9.8x 10.1x 9.8x 8.8x 20.3x 19.5x

TEV / LTM EBITDA as of

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Page | 9

NOTABLE M&A ACTIVITY

AMEC eyes £5bn merger deal with rival Foster Wheeler. Engineering giant AMEC

is reportedly looking to merge with Swiss-based rival Foster Wheeler, but is not

currently in talks with the company. Read more here.

Jacobs Engineering Group acquired MARMAC Field Services, a provider of

engineering and design and construction management for the oil and gas industry.

Read more here.

Kentz has agreed to acquire Valerus Field Solutions, a provider of oil and gas

handling equipment and services for $435 million. Read more here.

Jacobs Engineering Group casts wide net for potential acquisitions of businesses

operating in the oil and gas, telecom, and power industries following its pending

acquisition of Sinclair Knight Merz. Source: Mergermarket.

Engineering,

Construction,

and Consulting

Remediation,

Cleaning, and

Abatement

Test,

Measurement,

and Control

Waste

Management

and Recycling

Water and

Wastewater

NSF International acquired Bioensaios Analysis and Environmental Consulting

Laboratory, providers of water, soil, sediment, waste, and environment studies and

analysis. Read more here.

Tenex Capital Management acquired U.S. GreenFiber, a provider of natural fiber

insulation, fire, and sound products, from Louisiana-Pacific Corporation and Casella

Waste Systems for $18 million. Read more here.

Palisade Investment Partners acquired a 50% stake in Global Renewables

Australia, a provider of municipal and urban solid waste management solutions, from

Ironbridge Capital for $155 million. Read more here.

Ashland calls for second round bids from potential acquirers Bain Capital, Advent

International, Apollo Global Management, and Rhône Group of its water

technologies business. Source: Mergermarket.

American States Water Company is in discussions with several “mom and pop”

utility owners in California. Source: Mergermarket.

GLV could make further divestitures to focus on North American water treatment, and

is likely to acquire businesses in six to 12 months. Source: Mergermarket.

Danaher is scouting for life science and water treatment targets in China. Source:

Mergermarket.

Aquilex Holdings is expected to make additional acquisitions of regional competitors

following its acquisition of Inland Industrial Services Group from Strength Capital

Partners. Source: Mergermarket.

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M&A TRANSACTION DETAIL

Middle Market Envir. Services M&A Volume by Category for 2008 to YTD 20131,2

(# of transactions)

Annual Middle Market Envir. Services M&A Volume1,2

(# of transactions)

Quarterly Middle Market Envir. Services M&A Volume1,2

(# of transactions)

Middle Market Envir. Services M&A Volume

by Category for 2008 to YTD 20131,2

(% of total volume)

Middle Market Envir. Services M&A Volume

by Category for the Last Twelve Months1,2

(% of total volume)

(1) As of December 13, 2013.

(2) Includes only closed transactions with enterprise values between $50 million and $1.5 billion.

0

10

20

30

40

50

60

70

2008 2009 2010 2011 2012 2013 YTD

0

5

10

15

20

25

30

35

4Q10 1Q11 2Q11 3Q11 4Q11 1Q12 2Q12 3Q12 4Q12 1Q13 2Q13 3Q13 4Q13

61

89

90

57

110

0 20 40 60 80 100 120

Water and Wastewater

Waste Management and Recycling

Test, Measurement, and Control

Remediation, Cleaning, and Abatement

Engineering, Construction, and Consulting

27%

14%

22%

22%

15%

Engineering, Construction, and Consulting Remediation, Cleaning, and Abatement

Test, Measurement, and Control Waste Management and Recycling

Water and Wastewater

27%

12%

12%

25%

24%

Engineering, Construction, and Consulting Remediation, Cleaning, and Abatement

Test, Measurement, and Control Waste Management and Recycling

Water and Wastewater

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M&A TRANSACTION DETAIL1

(1) As of December 13, 2013.

Closed

Date Target Business Description Acquirer/Seller

Pending Clean City Co., Ltd. Clean City Co., Ltd. produces electricity through waste collection. Inter Far East Energy Company Limited / -

Pending Valerus Field Solutions Valerus Field Solutions provides integrated oil and gas surface facility solutions, including

engineering services.

Kentz Corporation Ltd / Valerus Compression

Services, LP

Pending Water and Wastewater Systems of Woodlawn

Utilities

Water and Wastewater Systems of Woodlawn Utilities supplies water and provides

wastewater treatment services to residential and commercial clients.

Aqua Illinois, Inc. / -

Pending Cardinal Resources LLC Cardinal Resources LLC offers environmental assessments, remediation, and engineering

services to municipalities, industrial clients, and property developers.

JH Designs, Inc. / -

Pending Nuclear Safety Associates, Inc. Nuclear Safety Associates, Inc. provides safety, security, and engineering services to the

nuclear markets.

WS Atkins plc (LSE:ATK) / -

Pending Architectural Testing, Inc. Architectural Testing, Inc. provides architectural testing, product certification, quality

assurance, forensic investigation, and building code compliance.

Intertek Group plc (LSE:ITRK) / Wafra

Partners LLC

Pending Bandit Industries, Inc. Bandit Industries, Inc. manufactures chippers, grinders, and waste recycler units. Alamo Group, Inc. (NYSE:ALG) / -

Pending Taisei Co.,Ltd. (NSE:4649) Taisei Co., Ltd. offers various building maintenance services. Ikk Co.,Ltd. / -

Pending Inland Industrial Services Group, LLC Inland Industrial Services Group, LLC provides environmental and industrial cleaning

services in the Midwest and North Eastern United States.

Aquilex Holdings LLC / Strength Capital

Partners

Pending ZIM Plant Technology GmbH ZIM Plant Technology GmbH offers irrigation monitoring products for the remote control

of plant water status in real time through Internet.

Yara International ASA (OB:YAR) / High-

Tech Gründerfonds Management GmbH

Pending Wah Loon Engineering Pte Ltd Wah Loon Engineering Pte Ltd., provides mechanical engineering, electrical engineering,

systems integration, and project management services.

KLW Holdings Ltd. / -

Pending ProStar Dirt Work Inc. ProStar Dirt Work Inc. operates in excavation and construction business. Actionview International Inc. / -

Pending Scott Corporation Ltd. Scott Corporation Limited transports hazardous materials and bulk solids by road, rail, and

sea in Australia.

K & S Corporation Limited / A.A. Scott Pty

Limited

Pending Vattenfall AB, Heating Plant in Götene Vattenfall AB, Heating Plant in Götene comprises a water heating plant. Götene Vatten & Värme AB / Vattenfall AB

12/12/2013 Mutlu Holding AS Mutlu Holding AS owns and operates waste battery recycling facilities. Metair International Holdings Coöperatief

U.A. / -

12/10/2013 Redhills Limited Redhills Limited provides asbestos and environmental consultancy services in the United

Kingdom.

RCapital Partners LLP / Silverdell PLC

12/9/2013 WWS Associates Inc. WWS Associates Inc., doing business as 2TRG, provides electronic waste recycling, data

destruction, cabling, and technology deployment services.

E-Waste Systems, Inc. / -

12/6/2013 Terra Nova Terra Nova recycles printed circuit boards. Metallica Commodities / -

12/5/2013 U.S. GreenFiber, LLC U.S. GreenFiber, LLC manufactures natural fiber insulation, fire, and sound products. Tenex Capital Management / Casella Waste

Systems Inc.; Louisiana-Pacific Corp.

12/4/2013 Gerens Hill International, S.A. Gerens Hill International, S.A. provides project and construction management services in

Spain and internationally.

Hill International, Inc. / Inversiones

Corporativas, S.A.; Hill International S.A.

12/4/2013 LaTherm GmbH LaTherm GmbH provides warm water heating and supply systems for medium-sized real

estate, such as hospitals and commercial property.

KTG Energie AG / A Consortium of Financial

Buyers

12/3/2013 Y City Recycling LLC Y City Recycling LLC comprises recycled plastics facility. Axion International Holdings, Inc. / Y City

Recycling LLC

12/2/2013 Environmental Management Group, Inc Environmental Management Group, Inc provides waste management and related services. Promotora Ambiental SAB de CV / -

11/29/2013 Global Renewables Australia Pty Ltd. Global Renewables Australia Pty Ltd. provides municipal and urban solid waste

management solutions.

Palisade Investment Partners Limited /

Ironbridge Capital Pty Ltd

11/29/2013 Greencap Limited Greencap Limited provides professional consulting services, and advice in relation to a

range of risk management services primarily in Australia and southeast Asia.

Wesfarmers Industrial And Safety Pty Ltd. / A

Consortium of Financial Buyers

11/28/2013 Proactiva Medio Ambiente, S.A. Proactiva Medio Ambiente, S.A. offers waste management services. Veolia Environnement S.A. / Fomento de

Construcciones y Contratas, S.A.

11/27/2013 Ecovix-Engevix Construcoes Oceanicas S/A Ecovix-Engevix Construcoes Oceanicas S/A provides engineering consulting and

construction management services in the areas of infrastructure and offshore industry.

A Consortium of Financial Buyers / -

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Closed

Date Target Business Description Acquirer/Seller

Boston

Phone: +1 (617) 482-7501

Cleveland

Phone: +1 (216) 689-2400

Minneapolis

Phone: +1 (612) 359-2700

Philadelphia

Phone: +1 (267) 675-5900

Richmond

Phone: +1 (804) 648-0072

San Francisco

Phone: +1 (415) 288-4260

London

Phone: +44 (0)20 7518 8900

Frankfurt

Phone: +49 069 3650638 00

HW&CO. OFFICE LOCATIONS

M&A TRANSACTION DETAIL1

(1) As of December 13, 2013.

11/26/2013 MARMAC Field Services Inc. MARMAC Field Services Inc. provides engineering and design services, mapping, right-of-

way procurement, project support and construction management.

Jacobs Engineering Group Inc. / -

11/26/2013 Winters Bros. Waste Systems CT, LLC Winters Bros. provides residential, commercial and industrial waste and recycling

collection services.

Clairvest Group Inc.; Clairvest Equity Partners

IV, L.P. / -

11/25/2013 Bioensaios Analysis and Environmental

Consulting Laboratory Ltd.

NSF Bioensaios conducts studies and analysis of water, soil, sediment, waste, food,

environment, and products.

NSF International Inc. / -

11/22/2013 National Technical Systems Inc. National Technical Systems, Inc. provides testing and engineering services, including

environmental and safety testing.

Aurora Capital Group / Mill Road Capital

11/21/2013 RK Contractors RK Contractors is a provider of specialty environmental and industrial services. National Response Corporation / -

11/20/2013 Global ID Group Global ID Group, through its subsidiaries, provides testing, certification, and consulting

services for the production of food products worldwide.

Unknown / LFE Capital

11/15/2013 Automated Engineering Services Corp. Automated Engineering Services Corp. provides general and plant engineering services. AMEC plc / -

11/15/2013 Fiberweb plc Fiberweb plc develops, manufactures, and supplies nonwoven fabrics in Europe, North

America, and the Asia Pacific.

Polymer Group, Inc. / A Consortium of

Financial Buyers

11/14/2013 Bollag International Corporation Bollag collects and markets textile fibers and by-products. Martex Fiber Southern Corp. /

11/14/2013 Dale Service Corporation Dale Service Corporation provides wastewater collection and treatment services. Virginia-American Water Company / -

11/13/2013 Four Winds Midstream Solutions Ltd. Four Winds Midstream Solutions Ltd. provides midstream solutions in marketable

hydrocarbon recovery, emulsion treating, and wastewater disposal.

Aqua Terra Water Management, L.P. / -

11/12/2013 Carmagen Engineering, Inc. Carmagen Engineering, Inc. provides engineering consulting and project management

services to the oil and gas industry.

Mistras Group, Inc. / -

11/11/2013 IL Recycling AB, Scrap Metal Facility at the

Port of Gävle

IL Recycling AB, Scrap Metal Facility at the Port of Gävle comprises a scrap metal

recycling facility and is located in Gävle, Sweden.

Stena Recycling AB / IL Recycling AB

11/11/2013 Oran Environmental Solutions, Dry Waste

Mobile Compaction Business

Waste Mobile Compaction Business of Oran Environmental Solutions offers waste

collection services.

William Tracey Ltd / Oran Environmental

Solutions

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SOURCES AND DISCLOSURES

Harris Williams & Co. (www.harriswilliams.com) is a preeminent middle market investment bank focused on the advisory needs of clients worldwide. The firm

has deep industry knowledge, global transaction expertise, and an unwavering commitment to excellence. Harris Williams & Co. provides sell-side and acquisition

advisory, restructuring advisory, board advisory, private placements, and capital markets advisory services.

Investment banking services are provided by Harris Williams LLC, a registered broker-dealer and member of FINRA and SIPC, and Harris Williams & Co. Ltd,

which is authorised and regulated by the Financial Conduct Authority. Harris Williams & Co. is a trade name under which Harris Williams LLC and Harris

Williams & Co. Ltd conduct business.

THIS REPORT MAY CONTAIN REFERENCES TO REGISTERED TRADEMARKS, SERVICE MARKS AND COPYRIGHTS OWNED BY THIRD-

PARTY INFORMATION PROVIDERS. NONE OF THE THIRD-PARTY INFORMATION PROVIDERS IS ENDORSING THE OFFERING OF,

AND SHALL NOT IN ANY WAY BE DEEMED AN ISSUER OR UNDERWRITER OF, THE SECURITIES, FINANCIAL INSTRUMENTS OR

OTHER INVESTMENTS DISCUSSED IN THIS REPORT, AND SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY

STATEMENTS MADE IN THE REPORT OR FOR ANY FINANCIAL STATEMENTS, FINANCIAL PROJECTIONS OR OTHER FINANCIAL

INFORMATION CONTAINED OR ATTACHED AS AN EXHIBIT TO THE REPORT. FOR MORE INFORMATION ABOUT THE MATERIALS

PROVIDED BY SUCH THIRD PARTIES, PLEASE CONTACT US AT +1 804-648-0072.

The information and views contained in this report were prepared by Harris Williams & Co. (“Harris Williams”). It is not a research report, as such term is

defined by applicable law and regulations, and is provided for informational purposes only. It is not to be construed as an offer to buy or sell or a solicitation of

an offer to buy or sell any financial instruments or to participate in any particular trading strategy. The information contained herein is believed by Harris

Williams to be reliable but Harris Williams makes no representation as to the accuracy or completeness of such information. Harris Williams and/or its affiliates

may be market makers or specialists in, act as advisers or lenders to, have positions in and effect transactions in securities of companies mentioned herein and

also may provide, may have provided, or may seek to provide investment banking services for those companies. In addition, Harris Williams and/or its affiliates or

their respective officers, directors and employees may hold long or short positions in the securities, options thereon or other related financial products of

companies discussed herein. Opinions, estimates and projections in this report constitute Harris Williams’ judgment and are subject to change without notice. The

financial instruments discussed in this report may not be suitable for all investors, and investors must make their own investment decisions using their own

independent advisors as they believe necessary and based upon their specific financial situations and investment objectives. Also, past performance is not

necessarily indicative of future results. No part of this material may be copied or duplicated in any form or by any means, or redistributed, without Harris

Williams’ prior written consent.

Copyright © 2013 Harris Williams & Co., all rights reserved.

SOURCES

‒ Crain’s Detroit Business.

‒ Ecotextile News.

‒ EHS Today.

‒ Environmental Leader.

‒ Deal Feed International.

‒ Gannett.

‒ Global Renewables Limited.

‒ Mergermarket.

‒ PE Hub.

‒ Pitchbook.

‒ Recycling Today.

‒ Reuters.

‒ S&P CapitalIQ.

‒ SourceMedia.

‒ The Financial Times.

‒ The Institution of Engineering and

Technology.

‒ The Los Angeles Times.

‒ The Wall Street Journal.

‒ The Washington Post.

‒ Waste360.


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