Industrials Industry - Capstone Partners

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Industrials Industry - Capstone Partners
Industrials Industry
Middle Market Deal Activity & Outlook
Mergers & Acquisitions                         2021

Pandemic Tailwinds and End Market
Growth Fuel Elevated Deal Activity

Sector Insights

Chemicals
Environmental, Health & Safety
HVACR Equipment
HVACR Services
Metals and Metals Processing & Manufacturing
Packaging
Precision Manufacturing
Waste & Recycling

Industry Insights

M&A Overview
Public Market Valuations
Valuation Drivers
Macroeconomic Trends

                                                      3
Industrials Industry - Capstone Partners
Industrials Industry M&A Outlook | December 2021
   Capstone Partners is one of the largest and most active independently-owned
 investment banking firms in the United States. Over the past 20 years, thousands
   of business owners, investors, and creditors have trusted us to help guide their
      strategic decisions and maximize financial outcomes at every stage of the
                                                                                                                             Table of Contents
                                 corporate lifecycle.

                                                                                                                             07                         29 HVACR Services
                                                                                                                                  Industrials M&A
                                                                                                                                  Volume Proliferates

      MIDDLE                       FULL                    SUPERIOR                    TOP                     ESTABLISHED
      MARKET                      SERVICE                   CLIENT                   RANKED                       BRAND

                                                                                                                             09   Valuations
                                                                                                                                                        33          Metals and Metals
      FOCUS                     CAPABILITIES               RESULTS                PERFORMANCE                  REPUTATION

                                                                                                                                  Continue to Rise                  Processing &
                                                                                                                                                                    Manufacturing
                         A DIFFERENT KIND OF FIRM. BUILT FOR THE MIDDLE MARKET.

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                                                                                           Situations Advisory
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                                                                                                                                  Backdrop              37          Packaging

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                                                                                               Restructuring
                                                                                               Bankruptcy                         Key Trends and                    Precision
                 Ventures                                                                  •   Insolvency
                                                                  • Litigation Support
                                                                                                                                  M&A Drivers                       Manufacturing

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Industrials Industry - Capstone Partners
Industrials Industry M&A Outlook | December 2021

    Connect with Capstone’s Industrials                                                                                                         Capstone-Advised Transaction Highlights

    Investment Banking Group                                                                                          Provider of commercial    Comprises monomer and              Provider of heating              Distributor of            Provider of
                                                                                                                      HVAC and MEP services     polymer business assets          equipment and services            HVACR products           energy services

    Capstone Partners is the bank of choice for fast-growing entrepreneurs driving changes in the
    marketplace. The majority of transactions completed by our Industrials Investment Banking group are
    for privately-owned businesses accessing long-term investors for the first time. Our team knows                                                                                                                                           HAS DIVESTED
    strategic buyers drive the highest valuations and we are razor focused on getting to know each of their            HAS BEEN ACQUIRED BY
                                                                                                                                                 HAS BEEN ACQUIRED BY             HAS BEEN ACQUIRED BY           HAS BEEN ACQUIRED BY
    sweet spots in M&A. Using that proprietary data, we will work closely with you to prep your company                                                                                Onex Inc.
                                                                                                                                                                                                                          TO

    and put you in the ideal position for the best possible outcome.                                                   A PORTFOLIO COMPANY OF                                        Employee Stock
                                                                                                                                                                                     Ownership Plan

                                                                                                                       Provider of HVAC and        Provider of auto             Manufacturer of specialty         Comprises sound         Provider of precision
                                                                                                                         plumbing services       maintenance services             forgings and flanges            masking business          machined parts
                   Vijay Balasubramanian                                   David Bench
                   Managing Director                                       Managing Director
                   917-288-4564                                            949-734-7888
                   vbalasubramanian@capstonepartners.com                   dbench@capstonepartners.com
                                                                                                                       HAS BEEN ACQUIRED BY      HAS BEEN ACQUIRED BY             HAS BEEN ACQUIRED BY           HAS BEEN ACQUIRED BY     HAS BEEN ACQUIRED BY
                   Chemicals & Plastics                                    EH&S, Packaging, Precision
                                                                           Manufacturing
                                                                                                                                                                                                                                              a portfolio company of

                                                                                                                       Provider of precision       Supplier of safety              Provider of flexible         Manufacturer of gel ice      Distributor of
                                                                                                                      manufacturing services          products                    ventilation solutions             refrigerants             cutting tools
                   Theodore Polk                                           Mike Schumacher
                   Managing Director                                       Managing Director
                   708-921-8961                                            314-285-5877                                                                                             a portfolio company of
                   tpolk@capstonepartners.com                              mschumacher@capstonepartners.com
                                                                                                                       HAS BEEN ACQUIRED BY      HAS BEEN ACQUIRED BY             HAS BEEN ACQUIRED BY           HAS BEEN ACQUIRED BY      HAS COMPLETED AN
                   HVACR, Precision Manufacturing                          Metals and Metals Processing &                                                                                                                                 OWNERSHIP TRANSITION

                                                                           Manufacturing, Precision Manufacturing
                                                                                                                                                    a portfolio company of

                                                                                                                                                                             Awards & Accolades
                   Doug Usifer                                             Tracy Patch
                   Managing Director                                       Director
                   908-432-7792                                            949-220-0540
                   dusifer@capstonepartners.com                            tpatch@capstonepartners.com
                                                                                                                            2021                     2020                             2020                           2020                     2020
                                                                                                                                                                                       MID-MARKET
                   Chemicals, Waste & Recycling                            EH&S, Packaging, Precision Manufacturing         INVESTMENT                INVESTMENT
                                                                                                                                                                                       INVESTMENT
                                                                                                                                                                                                                     MIDDLE MARKET             CORPORATE
                                                                                                                          BANKING FIRM OF           BANKING FIRM OF                                                INVESTMENT BANK           RESTRUCTURING
                                                                                                                                                                                     BANKING FIRM OF
                                                                                                                              THE YEAR                  THE YEAR                                                      OF THE YEAR           FIRM OF THE YEAR
                                                                                                                                                                                         THE YEAR

                   Christopher Cardinale                                                                                    2019                      2019                             2019                          2019                      2018
                   Vice President                                                                                           INVESTMENT                INVESTMENT
                                                                                                                                                                                       GLOBAL M&A                   INDEPENDENT
                                                                                                                                                                                                                                            US DEBT FINANCING
                   949-220-0537                                                                                                                                                       MIDDLE MARKET                  INVESTMENT
                                                                                                                          BANKING FIRM OF           BANKING FIRM OF                                                                          ADVISORY OF THE
                                                                                                                                                                                    INVESTMENT BANK                BANKING FIRM OF
                   ccardinale@capstonepartners.com                                                                            THE YEAR                  THE YEAR                                                                                  YEAR
                                                                                                                                                                                       OF THE YEAR                     THE YEAR

                   EH&S, Packaging, Precision Manufacturing
                                                                                                                        INTERNATIONAL AWARDS      INTERNATIONAL AWARDS

3                                                                                                                                                                                                                                                                      4
Industrials Industry - Capstone Partners
Industrials Industry M&A Outlook | December 2021

         Industrials M&A Overview                                  Public Market Valuation Breakdown

     43%                         75%                                                                                            EBITDA Multiples by Sector
     Deal Volume Increase        Deal Value Increase

                                                                                          25.0X

            Transaction Statistics
                                                                                          20.0X

                                                                                                                                                                                                                 EH&S

                                                       Enterprise Value/EBITDA
    10.8x                       62%                                                                                                                                                                              Metals and Metals
                                                                                                                                                                                                                 Processing &
    Average EBITDA              Strategic Buyers                                          15.0X                                                                                                                  Manufacturing
                                                                                                                                                                                                                 Packaging

                                                                                                                                                                                                                 Waste & Recycling

                                                                                          10.0X                                                                                                                  Precision
                                                                                                                                                                                                                 Manufacturing

    $79M                        38%                                                                                                                                                                              HVACR

    Average                     PE Platforms or                                                                                                                                                                  Chemicals
    Transaction Value           Add-Ons
                                                                                           5.0X

                                                                                                                                                                                                                 Dow Jones Industrial
                                                                                                                                                                                                                 Average

                                                                                           0.0X
                                                                                              Dec-20                    Mar-21                    Jun-21                   Sep-21                   Dec-21

                                                                                   Chemicals: AKZA,AKE, 3407, BAS, DOW, DD, EMN, 1301, A051910, LYB, PPG, 2010, 338; Environmental, Health & Safety: ALS, CLH, DLTA, 6745, ITRK, MSA, NVEE;
                                                                                 HVACR: AOS, CARR, 6367, DOV, FIX, HSC, IR, JCI, A066570, LII, MOD, NTK, TT, WSO; Metals and Metals Processing & Manufacturing: B, CMC, KALU, MLI, NUE, RS,
                                                                                  RYI, SCHN, STLD, TMST, WOR, ZEUS; Packaging: AMC, AVY, BLL, BERY, CCK, GPK, IP, MNDI, OI, PKG, SEE, SK3, SON, WRK; Precision Manufacturing: ATCO A, AME,
                                                                                                                  CFX, CLS, CMI, GWW, ITW, LECO, SAND; Waste & Recycling: CHRA, CLH, CVA, CWST, DAR, ECOL, GFL, RSG, SRCL, WCN, WM
                                                                                                                                                                                                 Source: Capital IQ and Capstone Research

5                                                                                                                                                                                                                                             6
Industrials Industry - Capstone Partners
Industrials Industry M&A Outlook | December 2021

    Industrials M&A
    Volume Proliferates                                                                                 M&A Volume Increases 43% Year-over-Year
                                                                                              Transaction volume has proliferated in 2021 YTD with buyers seeking exposure to
    Year-to-date (YTD), merger and acquisition                                                   markets with favorable pandemic tailwinds and business owners looking to
    (M&A) activity in the Industrials sector has                                               expedite liquidity event timelines ahead of potential capital gains tax increases.
    surged, with transaction volume rising 43%                                                                            Transactions                 Disclosed Value
    year-over-year (YOY), a significant recovery                                  2,000                                                                                                                $30

                                                                                                                                                                                                              Transaction Value in Billions of U.S. Dollars
    from the COVID-impacted deal activity in
                                                                                  1,800
    2020. The reopening of the economy, pent-up
                                                                                                                                                                                                       $25
    M&A demand, potential implications of a                                       1,600
                                                                                                                                          1,418

                                                        Number of Transactions
    capital gains tax increase, and frothy M&A                                                                             1,328                                                         1,341
                                                                                  1,400
    purchase multiples have encouraged many                                                               1,170                                           1,211                                        $20
                                                                                  1,200   1,116
    business owners to go to market and take
    advantage of the seller-friendly environment.                                                                                                                        936
                                                                                  1,000                                                                                                                $15
    YTD, total deal values have increased 74.9%
                                                                                   800
    YOY, with buyers paying premiums for quality                                                                                                                                                       $10
    businesses in defensible end markets. This                                     600
    contrasts with 2020’s environment when                                         400
    many strategics refrained from engaging in                                                                                                                                                         $5
    M&A to focus on protecting existing assets                                     200
    and private equity (PE) firms focused on                                         0                                                                                                                 $0
    supporting portfolio companies.                                                       2016            2017             2018           2019           2020         YTD 2020         YTD 2021

    Strategic buyers have led deal activity in 2021
    (61.7% of deals announced or completed to-
    date) as buyers have pursued accretive
    targets with complementary offerings and                                              Private Strategic Buyers Comprise Majority of Transactions
    exposure to growing end markets. Financial                                                      Private strategics continue to account for the greatest share of industrials
    buyers have also remained active, with PE                                                     transactions. However, private equity buyers have become increasingly active,
    firms pursuing add-on acquisitions (28.6%) to                                                       with add-on deals comprising a larger share every year since 2016.
    bolster the market share of portfolio
    companies or completing direct investments
    (9.7%) to gain exposure to industries with                                                            Private Strategic        Public Strategic     PE Platform      PE Add-on
    strong growth dynamics. With historic dry
    powder levels and favorable interest rate                                      100%
    conditions, PE firms are expected to remain                                     90%     16.5%                 18.2%               21.2%              24.9%              26.8%                  28.6%
    very active in 2022.                                                            80%

                                                        Percent of Transactions
                                                                                            10.6%                 13.0%
                                                                                    70%                                                11.7%
    While it is possible that a potential increase in                                                                                                     11.5%                11.1%               9.7%
    interest rates could hinder deal activity, it is                                60%    29.6%
    not yet evident to us. Due to the abundance                                                                   29.5%               28.5%
                                                                                    50%                                                                  25.2%              24.8%                  25.7%
    of assets going to market this year, “story
                                                                                    40%
    deals,” or deals with complications were not
    popular in 2021. However, we expect such                                        30%
    deals will get more attention in 2022 as                                        20%    43.4%                  39.3%               38.6%              38.4%              37.4%                  36.1%
    buyers work through their prioritized                                           10%
    acquisition pipelines. Regardless, Capstone’s
                                                                                     0%
    intricate knowledge of the buyer universe,
                                                                                            2016                  2017                2018                2019              2020                 YTD 2021
    industry valuations, and coveted target
    company characteristics will continue to
    enable business owners to maximize financial
    outcomes at every stage of the business
    lifecycle. Click here to begin a conversation                                                                                                                            Year-to-date (YTD) ended October 26
    with one of our experts.                                                                                                                                              Source: Capital IQ and Capstone Research

7                                                                                                                                                                                                                                                             8
Industrials Industry - Capstone Partners
Industrials Industry M&A Outlook | December 2021

    Transaction Valuations
    Continue to Rise                                                                         Average Industrials M&A EBITDA Purchase Multiples
                                                                                          Average EBITDA purchase multiples have reached 10.8x in 2021 YTD, outperforming
    Average EBITDA multiples for industrials                                                 historic levels as strategics and private equity buyers have demonstrated a
    transactions have rebounded, surpassing                                                            willingness to pay elevated prices for high-quality targets.
    historic levels to reach 10.8x in 2021. Buyers
    have demonstrated a willingness to pay                                      20.0x
    premiums for assets with healthy financials
    that have proven resilient amid the                                         18.0x
    pandemic-induced economic downturn.                                         16.0x
    Average industrials transaction EBITDA

                                                     Enterprise Value/EBITDA
                                                                                14.0x
    multiples dipped to 9.2x in 2020 from 10.6x
    in the previous year as buyers were                                         12.0x                        10.8x                            10.6x                                      10.8x
    hesitant to pay premiums amid economic                                                                                    9.5x                                 9.2x
                                                                                10.0x
    uncertainty, manufacturing shutdowns,                                                     7.7x
                                                                                 8.0x
    supply chain disruptions, and volatile profit
    margins due to input price inflation.                                        6.0x
                                                                                 4.0x
    To-date, strategic buyers have paid
    premium prices for businesses that                                           2.0x
    diversify offerings, enhance end market                                      0.0x
    exposure, establish economies of scale,                                                  2016             2017            2018            2019                2020                 YTD 2021
    create synergies, and strengthen supply
    chains. PE buyers have demonstrated a
    willingness to pay more for businesses that
    align with their investment theses,
    penetrate growing segments, or enhance
    the market share of portfolio companies.                                       Average Debt Multiple of Middle Market Manufacturing LBO Deals
    Acquisition multiples are expected to                                                 Average debt multiples stand at 3.9x through Q2 2021, improving from 3.8x in
    remain high in the near-term as the                                                 2020 as the supply/demand imbalance of high-quality assets and debt availability
    universe of buyers pursuing deals remains                                                        have allowed lenders to increase leverage to win deals.
    extensive and debt capital continues to be
    readily available at attractive rates.

    Due to the surplus of coveted assets and                                     8.0x
    record levels of capital overhang, lenders
                                                                                 7.0x
    have increased leverage in order to win
    deals, as evidenced by a rise in                                             6.0x
    Manufacturing industry debt multiples from

                                                            Total Debt/EBITDA
    3.5x in the prior year quarter to 3.9x in Q2                                 5.0x
                                                                                              4.0x            3.9x                                                                        3.9x
    2021. Capstone expects bidders to                                                                                         3.8x            3.6x
                                                                                 4.0x                                                                              3.5x
    continue to utilize leverage to win deals in
    the near-term, with the Fed expected to                                      3.0x
    wait to raise interest rates until bond
    purchases stop in the summer of 2022.                                        2.0x

                                                                                 1.0x
    Capstone’s Debt Advisory Group helps
    privately-owned and sponsor-backed                                           0.0x
    companies secure debt capital or                                                          2017            2018            2019            2020              Q2 2020                Q2 2021
    leveraged finance for organic growth,
    acquisitions, dividend recapitalizations, and
    refinancings. Contact us to learn more
    about the debt environment and how our                                                                                                                          Year-to-date (YTD) ended October 26
    team can help your business.                                                                                                                      Source: Capital IQ, GF Data®, and Capstone Research

9                                                                                                                                                                                                           10
Industrials Industry - Capstone Partners
Industrials Industry M&A Outlook | December 2021

     Macroeconomic Backdrop                                                                                     Macroeconomic Indicators

                                                                                                                                        Consumer Confidence Index                                                       Consumer Price Index (Core)
     At the onset of the pandemic, many manufacturers were forced to temporarily                                            150                                                                                  300
     shutdown or operate below full capacity and consumers reduced spending amid                                            120                                                                                  280
     economic uncertainty, hindering downstream demand for discretionary goods.

                                                                                                Index Value

                                                                                                                                                                                          Index Value
                                                                                                                            90                                                                                   260
     However, after the initial shock at the height of the pandemic, businesses began to
                                                                                                                            60                                                                                   240
     reopen fueling a resurgence of economic activity, evidenced by the 33.8% rise in gross
     domestic product (GDP) in Q3 2020 from Q2, according to the Bureau of Economic                                          30                                                                                  220
     Analysis (BEA).1 Personal consumption expenditures through September 2021                                                0                                                                                  200
     increased 10.9% YOY (BEA)2 supported by rising per capita income and the issuance
     of direct stimulus aid from the Internal Revenue Service (IRS). The rise in consumption                                                             Source: The Conference Board                                                  Source: Bureau of Labor Statistics
     has translated to a surge in downstream demand, illustrated by a 14.9% YOY rise in
     manufacturers’ new orders in September 2021, according to the U.S. Census Bureau.3                                           Personal Consumption Expenditures Index                                                 Gross Domestic Product
                                                                                                                                                                                                                 40%
                                                                                                                            $20

                                                                                                Trillions of U.S. Dollars
     While the continued reopening of the economy provides a favorable outlook for the

                                                                                                                                                                                           Percentage Growth
                                                                                                                            $16                                                                                  20%
     Industrials industry, several factors are expected to limit near-term growth, including                                $12
     labor shortages, supply chain disruptions, and continued uncertainty surrounding                                                                                                                             0%
                                                                                                                             $8
     COVID-19. Notably, the consumer confidence index fell 9.4% YOY in September 2021                                                                                                                            -20%
     (BEA)4, likely due to concerns over the delta variant and inflation. Sourcing raw                                       $4

     materials and retaining employees have proved to be substantial challenges for                                         $0                                                                                   -40%
     Industrials & Manufacturing companies in 2021, with 50.6% of respondents in
     Capstone’s Middle Market Business Owner Survey indicating that supply chain                                                                    Source: Bureau of Economic Analysis                                              Source: Bureau of Economic Analysis
     disruptions were the top challenge over the past three months (ended August).
     Manufacturers will continue to struggle to maximize output due to labor shortages,                                                  Manufacturers’ New Orders                                                         Unemployment Rate
     with the unemployment rate remaining above pre-pandemic levels at 4.6% in October,                                     $800                                                                                 20%

                                                                                                Trillions of U.S. Dollars

                                                                                                                                                                                            Percent Unemployed
     according to the Bureau of Labor Statistics (BLS).5 Rising material prices, as evidenced
                                                                                                                            $600                                                                                  15%
     by a 15.2% increase in the Manufacturing producer price index (BLS),6 have also limited
     growth, narrowing profit margins for industry participants.                                                            $400                                                                                 10%

     In March 2020, the U.S. Federal Reserve cut its short-term benchmark rate to near                                      $200                                                                                  5%
     zero and began buying at least $80 billion in treasury bonds and $40 billion in                                          $0                                                                                  0%
     mortgage-backed securities to stabilize financial markets and hold down longer-term
     interest rates, according to The Wall Street Journal.7 However, due to bottlenecks and
     prices rising faster than anticipated, evidenced by a 4% rise in the core consumer                                                                      Source: U.S. Census Bureau                                                 Source: Bureau of Labor Statistics

     price index in September YOY (BLS)8, the Federal Reserve announced that it plans to
                                                                                                                                          Manufacturing Price Index                                                     Industrial Production Index
     reduce its bond purchases by $15 billion per month beginning in November and ending
                                                                                                                            $240
     the expansion of its $8.6 trillion asset portfolio by June 2022. With its goal of                                                                                                                            120
     maximum employment and a 2% annual inflation rate top of mind, the central bank has        Index Value

                                                                                                                                                                                           Index Value
                                                                                                                            $210                                                                                  100
     indicated that it does not plan to begin raising interest rates before its bond
     purchases expire in the summer of 2022. Capstone expects elevated M&A activity
                                                                                                                            $180                                                                                  80
     leading up to the rate hike as lenders aim to capitalize on the current debt
     environment. Continued economic growth and the recovery of battered end markets
                                                                                                                            $150                                                                                  60
     provide a favorable outlook for the Industrials industry in the near-term.

                                                                                                                                                             Source: U.S. Census Bureau                                                Source: Bureau of Labor Statistics

11                                                                                                                                                                                                                                                                           12
Industrials Industry - Capstone Partners
Industrials Industry M&A Outlook | December 2021

     Key Trends and
     M&A Drivers      Trend #1:                                             Trend #3:
                      Capitalizing on                                       Shedding Non-core
                      Pandemic Tailwinds                                    Assets & Businesses
                      The pandemic has impacted consumer                    Divestiture activity is expected to continue
                      behavior as increased time at home has                at a healthy pace as industrials companies
                      shifted consumer preferences towards                  continuously reassess their portfolios in
                      goods and away from services. Exposure to             order to ensure that all assets align with
                      growing end markets is expected to drive              their long-term growth strategy. In addition,
                      industrials M&A activity as companies aim             carveout activity is expected to be
                      to establish platforms in market segments             bolstered by a favorable deal environment
                      that have performed well amid the                     with strategics leveraging improved
                      economic downturn.                                    balance sheets and financial buyers, with
                                                                            record levels of capital overhang, looking to
                      Means of consumption also shifted as                  put their money to use.
                      consumers utilized e-commerce platforms
                      as an alternative to in-person shopping.              In addition, sellers are expected to
                      Acquirers are expected to pursue target               continue to expedite their exit timelines to
                      companies with exposure to online                     maximize up-front consideration ahead of
                      shopping activity.                                    any potential capital gains tax increases.

                      Trend #2:                                             Trend #4:
                      Strengthening Supply                                  Bolstering
                      Chains & Reshoring                                    Sustainable Offerings
                      COVID-19 has tested global supply chains,             Elevated consumer awareness of
                      with government-imposed shutdowns                     sustainability practices, rising
                      resulting in dislocations and decreased               environmental, social, and corporate
                      visibility. In addition, manufacturers in             governance (ESG) interest, and the
                      sectors such as Disinfectants and Personal            prospect of more stringent environmental
                      Protective Equipment (PPE) were unable to             regulations under the Biden administration
                      meet the unprecedented demand.                        are expected to continue to increase
                                                                            demand for sustainable solutions.
                      As the economic impacts of the pandemic
                      subside, manufacturers are expected to                Industrials companies that support in the
                      fortify supply chains and enhance visibility          expansion of sustainable products and
                      by investing in advanced automation                   practices, both organically and through
                      technology, moving production closer to               M&A, are expected to experience elevated
                      headquarters, and leveraging M&A to                   demand in the foreseeable future. We also
                      integrate operations and create a                     expect that companies in higher-polluting
                      competitive advantage in their markets.               sectors will be increasingly pushed to pivot
                                                                            investment towards sustainable solutions
                                                                            that align with growing calls for green
                                                                            production methods.

13                                                                                                                          14
Industrials Industry - Capstone Partners
Industrials Industry M&A Outlook | December 2021

     Trend #5:
     Improving Margins
     Amid Rising Prices

     Across nearly all segments, industrials
     businesses are experiencing input price inflation,
     putting downward pressure on the profit margins
     for intermediate and final goods. Due to the high
     demand backdrop, some companies have been
     able to pass elevated input costs onto the
     consumer by increasing the price of the good.
     However, input prices often rise faster than
     adjustments to the price of the end-good,
     resulting in immediate margin leakage. In
     addition, consumers are expected to pushback
     on manufacturers for non-essential goods if
     prices for such items continue to increase.

     Companies can reduce input costs through
     horizontal integration, leveraging economies of
     scale to increase profit margins; or through
     vertical integration, acquiring material suppliers
     to reduce overhead and streamline processes.

     Trend #6:
     Meeting Labor
     Force Needs

     Federal stimulus checks exacerbated labor force
     challenges as many workers opted to collect
     unemployment rather than work. Despite the
     economic recovery, the unemployment rate
     remains at 4.6%, just slightly above pre-
     pandemic levels.

     Many manufacturers are experiencing
     supply/demand imbalances attributed to rising
     demand and lower production due to labor force
     shortages. In addition to paying higher wages,
     industrials companies are expected to address
     labor challenges by consolidating competitors to
     gain skilled workers and adding automation
     technology that reduces the number of
     employees necessary for production.
15                                                                                                           16
                                                                                                             18
Industrials Industry - Capstone Partners
Industrials Industry M&A Outlook | December 2021

                                                                                                                                                      Doug Usifer, Managing Director
     Chemicals                                                                                                                                        “Companies that have proprietary capabilities and provide critical roles within
     Divestitures and End Market Exposure Propel Elevated M&A Activity                                                                                their client’s supply chains remain in strong demand and are likely to command
                                                                                                                                                      premium valuations. End market outlook is also critical and for many it was
                                                                                                                                                      temporarily masked in 2020.”

     M&A Overview & Outlook                             Key Subsector Trends

     Several specialty chemical product categories            The Global Biocides market size is
     benefited from increased demand amid the                 expected to reach $20.7 billion by 2027,
     pandemic, with inputs for disinfection and               expanding at a CAGR of 6.8%, driven by
     sanitation, protective equipment, and medical            mounting concerns surrounding                                           Carveouts Drive Elevated M&A Activity                                                       LANXESS Acquires Emerald
     supplies and equipment playing a critical role           environmental protection and public                                                                                                                                     Kalama Chemical
     in fighting the spread of COVID-19. However,             health, according to Allied Market
                                                                                                                                      400
     total chemical production volume, excluding              Research.10 Biocides are used to control
     pharmaceuticals, decreased by 3.6% in 2020               microorganisms in water, household &                                    350
     YOY due to manufacturing slowdowns and                   personal care, coatings and various other                                                                              296
                                                                                                                                      300

                                                                                                             Number of Transactions
     demand shocks, according to the American                 product categories. COVID-19 has raised
                                                                                                                                                                                                                              In August, global specialty chemicals company
     Chemistry Council.9 Through YTD, the industry            awareness regarding the importance of                                   250                         227
                                                                                                                                                         219                                                                  LANXESS (XTRA:LXS) acquired Emerald Kalama
     has recovered with increases in consumer                 sanitation, presenting an opportunity for                                                                     190
                                                                                                                                      200      181                                                                            Chemical from PE firm American Securities for $1.1
     spending, industrial production, and                     disinfectant producers. Capstone expects
                                                                                                                                                                                                                              billion, equivalent to 2.5x last twelve months (LTM)
     construction activity driving demand across              elevated demand for antimicrobial                                       150                                                                                     Revenue or 11.9x LTM EBITDA. Emerald Kalama
     nearly all segments. This trend is expected to           products to continue, driven by hygiene
                                                                                                                                      100
                                                                                                                                                                                                                              provides chemicals uses in flavor, fragrances and
     continue through year end and into 2022.                 and cleanliness megatrends, albeit not at
                                                                                                                                                                                                                              other consumer products. By acquiring Emerald
                                                              the exceptionally high levels experienced                                50                                                                                     Kalama, LANXESS has strengthened its position in
     The Chemicals industry has experienced a                 at the height of the pandemic.
                                                                                                                                                                                                                              the Food & Beverage, Cleaning, and Cosmetics
     frenzy of deal activity, with 296 transactions                                                                                    0
                                                                                                                                                                                                                              industries. The transaction is the second largest
     announced or closed through November 3,                  Chemical companies are typically able to                                        2018       2019     2020     YTD '20 YTD '21
                                                                                                                                                                                                                              acquisition that LANXESS has completed,
     compared to 190 in the same period in 2020.              pass rising production costs onto
                                                                                                                                                                                                                              according to the transaction press release.11
     Deal volume has been buttressed by                       consumers by increasing the prices of
     strategics (71.3% of deals) divesting non-core           goods. However, input costs that rise at a
     assets or expanding into attractive end                  faster pace than product prices hinder                                        Year-To-Date Buyer Breakdown                                                      Average Public Company Stock Price
     markets through M&A. Carveout activity is                profit margins. With chemical demand                                                                                                                              Chemicals Index      S&P 500 Chemicals      DJIA
     forecasted to continue as companies                      currently remaining strong despite
     reassess their portfolios, shedding businesses           elevated prices, producers are expected to                                                                                                                       50%
     that no longer align with their growth strategy.         continue to increase the price of their
                                                                                                                                                                                                                               40%

                                                                                                                                                                                                       Stock Price % Change
     In July, The Chemours Company (NYSE:CC)                  goods to mitigate against rising raw                                      STRATEGIC               20.3%
     entered a definitive agreement to sell its               material prices.                                                              Public                                                                             30%
     Mining Solutions business to Draslovka                                                                                                 Private                               37.5%                                        20%
     Holding for $520 million. The divestiture will           Rising environmental concerns and an
                                                                                                                                        FINANCIAL          8.5%                                                                10%
     allow Chemours to focus on the growth of its             increasingly stringent regulatory
     three principal businesses, Titanium                     environment have presented an                                                 Platform                                                                            0%
     Technologies, Thermal & Specialized Solutions,           opportunity for renewable chemical                                            Add-on
     and Advanced Performance Materials.                      manufacturers. Historically, renewable                                                                                                                          -10%
                                                                                                                                                                   33.8%
                                                              chemical inputs serving as substitutes for                                                                                                                      -20%
     Companies have also acquired businesses                  petrochemicals are sold at high prices,                                                                                                                            Nov-20     Feb-21     May-21     Aug-21    Nov-21
     serving attractive end markets to foster                 limiting the growth potential of the market.
     growth. This is evidenced by LANXESS AG’s                However, rising crude oil prices along with
     (XTRA:LXS) acquisition of Emerald Kalama                 escalating climate concerns are expected
     Chemical, a leading manufacturer of                      to drive demand for renewable chemicals                                                                              Index includes: AKZA, AKE, BAS, BAYN, DOW, DD, EMN, XOM, LYB, PPG, A051910, 338, 1301, 2010, 3407
                                                                                                                                                                                                                                                Year-to-date (YTD) ended November 3
     chemicals for Consumer industries.                       in the long term.                                                                                                                                         Source: Capital IQ, PitchBook, FactSet, and Capstone Research

17                                                                                                                                                                                                                                                                                      18
Industrials Industry M&A Outlook | December 2021

     Select Chemicals Transactions                                                                                                                                   Capstone Partners Advises Deltech Holdings on
                                                                                                                                                                     the Sale of its Monomers, Polymers, and European
                                                                                                                   Enterprise     EV / LTM                           Business to SK Capital Partners
     Date       Target                Acquirer            Target Business Description                              Value (mm) Revenue EBITDA
                Water and Waste       Hawkins
     11/01/21                                             Distributes water treatment chemicals.                           -                -             -                                                Capstone Partners advised Deltech Holdings LLC
                Specialties           (Nasdaq:HWKN)
                                                                                                                                                                                                           (Deltech), a producer of enhanced performance
                Assets of Eastman Synthomer               Comprises adhesive resins manufacturing business.                                                                                                aromatic monomers and performance polymers, on
     10/28/21                                                                                                          $1,000.0            1.7x        10.3x
                (NYSE:EMN)        (LSE:SYNT)
                                                                                                                                                                                                           the sale of its Monomers, Polymers, and European
     10/28/21   Flyers Energy
                                      World Fuel
                                                          Supplies fuels and related lubricants in the U.S.             $775.0              -             -                                                Businesses to SK Capital Partners, LP (SK Capital).
                                      Services

                                      Synalloy            Manufactures specialty chemical products.
                                                                                                                                                                                                           Deltech began operations in 1988, producing PMS
     10/25/21   DTI                                                                                                     $33.0               -             -
                                      (Nasdaq:SYNL)                                                                                                                                                        (para-methylstyrene) using a process licensed only to
                                      Key Polymer                                                                                                                                HAS BEEN ACQUIRED BY      Deltech. In 1992, the plant was expanded to allow
     10/14/21   Unichem                                   Manufactures specialty adhesives and chemicals.                  -                -             -
                                      Corporation                                                                                                                                                          production of the complementary methyl styrene
                                                                                                                                                                                                           product, VT (vinyl toluene). PMS contains 95% para
                                      Clean Harbors       Provides industrial cleaning and plant
     10/08/21   HydroChemPSC                              maintenance services.                                        $1,250.0            1.7x        10.9x                                               isomer, while VT is a mixture of the meta and para
                                      (NYSE:CLH)
                                                                                                                                                                                                           isomers. Methyl styrene monomers provide improved
                Wholesale Fuels    Colonial Oil           Provides consignment and wholesale fuel services
     10/01/21                                                                                                              -                -             -                                                performance in resins and plastics for specialty paints,
                Business of Lykins Industries             intended for the Residential and Commercial sector.
                                                                                                                                                                                                           hydrocarbon resins for adhesives, specialty polymers
     10/01/21   PremiumShield
                                      Eastman Chemical Manufactures paint protection films intended to
                                                                                                                           -                -             -                                                and unsaturated polyester resins. Read more about
                                      (NYSE: EMN)      provide maximum protection for vehicles.
                                                                                                                                                                                                           the transaction here.
                                      Repligen            Develops a molecule-specific affinity purification
     09/30/21   Avitide                                                                                                 $150.0              -             -
                                      (Nasdaq:RGEN)       technology designed to improve drug safety.

                Assets of ALTIVIA                         Comprises chemical manufacturing business facility
     09/30/21                         USALCO                                                                               -                -             -
                Chemicals                                 for water treatment.

                                      Sherwin-Williams
     09/28/21   Specialty Polymers                        Offers emulsion polymers for the Coatings industry.              -                -             -
                                      (NYSE:SHW)

                                                                                                                                                                     “
                                                          Distributes chemicals for the Performance and Life
     09/27/21   Rit-Chem              CHEMSPEC
                                                          Science sectors.
                                                                                                                           -                -             -
                                                                                                                                                                         SK Capital is the ideal partner for Deltech given its track record of
     09/27/21   Kraton (NYSE:KRA) DL Chemical
                                                          Manufactures and sells styrenic block copolymers,
                                                                                                                       $2,568.0            1.5x         8.8x             successfully supporting the growth of entrepreneur-owned businesses
                                                          specialty polymers, and other products.
                                                                                                                                                                         in the specialty chemicals industry. We have a shared vision for the
                                                          Manufactures pest control systems intended to kill
     09/27/21   Inert Gas Injection Liphatech             burrowing rodents.                                               -                -             -              future of Deltech, built upon the Company’s unique product portfolio
                                                                                                                                                                         and long-term commitment to serving our customers.
                                                                                                                                                                                                                                      ”
                Plain Sight                               Produces cellulosic ethanol, renewable diesel and
     09/09/21                         Comstock Mining     crystalline graphite products.                                $26.0               -             -
                Innovations

                                      Thompson Street     Provides innovative labeling and detection
     09/07/21   Vector Laboratories                                                                                     $124.0              -             -
                                      Capital Managers    solutions to the scientific community.                                                                         Bob Elefante
                                      Arkema                                                                                                                             President and CEO, Deltech
     08/31/21   Assets of Ashland                         Comprises performance adhesive business.                     $1,650.0             -          20.1x
                                      (ENXTPA:AKE)

                Assets of IFF                             Comprises microbial control business.
     08/23/21                         Lanxess                                                                          $1,300.0             -          13.0x
                (NYSE:IFF)

                Assets of Deltech                         Comprises manufacturing business of
     08/23/21                         SK Capital Partners monomers and polymers.                                          CF               CF            CF
                Holdings

                                      Danimer Scientific Manufactures polyhydroxyalkanoate-based
     07/28/21   Novomer                                  resins and other biodegradable materials.                      $152.0              -             -
                                      (NYSE:DNMR)

                Assets of The
     07/26/21                         Draslovka Holding   Comprises sodium cyanide business.                            $520.0              -             -
                Chemours Co.

                                                                                                    Blue indicates Capstone advised transaction; CF = Confidential
                                                                                                    Source: Capital IQ, PitchBook, FactSet, and Capstone Research

19                                                                                                                                                                                                                                                                    20
Industrials Industry M&A Outlook | December 2021

                                                                                                                                                     David Bench, Managing Director
     Environmental, Health & Safety                                                                                                                  “M&A activity in the EH&S space remains robust in 2021. The regulatory
     EH&S Service Providers Poised to Benefit from Pandemic Tailwinds                                                                                tailwinds that bolstered investment in this market over the past decade have
                                                                                                                                                     accelerated as corporate executives seek to further protect employees and
                                                                                                                                                     customers in a pandemic environment. This demand has led to continued
                                                                                                                                                     corporate consolidation for additional health and safety capabilities, which in
                                                                                                                                                     turn has attracted private equity interest”
     M&A Overview & Outlook                            Key Subsector Trends

     While industry performance was mixed in                 Environmental consulting service providers
     2020, environmental, health & safety (EH&S)             suffered from reduced demand during the
     service providers are forecasted to benefit             pandemic due to government-imposed
     from favorable tailwinds as the pandemic                shutdowns in high pollution sectors.                                          Transaction Volume Rebounds                                 Target Company Breakdown
     dissipates and battered end markets recover.            However, industry participants are poised to                                           From 2020                                                  by Segment
     M&A activity in the EH&S industry has                   capture a resurgence in demand with
                                                                                                                                     250
     remained robust in 2021 YTD, evidenced by a             battered end markets continuing to recover
     38.3% increase in transaction volume YOY.               and potential environmental policy changes
                                                                                                                                                                                                                                              13.3%
     Product manufacturers (27.7% of targets) and            under the Biden administration. The                                     200
                                                                                                                                                               175

                                                                                                            Number of Transactions
     distributors (13.3%) experienced a significant          normalization of the Industrial Production                                                                            166
                                                                                                                                                        150                                            Distributors
     uptick in demand for personal protective                Index bodes well for the industry as
                                                                                                                                     150                                                               Products         47.0%
     equipment (PPE) throughout the pandemic                 elevated activity in Manufacturing, Mining,                                                                   120                         Software
     and have attracted interest from both                   Electric, and Gas sectors coincides with                                        106                                                                                                      27.7%
                                                                                                                                                                                                       Services
     financial and strategic buyers. This is                 heightened pollution levels, necessitating                              100
     evidenced by Innova Medical Group, Inc., a              environmental consulting services.
     leading manufacturer of rapid antigen tests                                                                                                                                                                                           12.0%
                                                                                                                                     50
     and provider of COVID-19 testing solutions,             Elevated demand for PPE is anticipated due
     acquiring Pacific PPE Corporation (3PE) in              to heightened corporate awareness
     April for an undisclosed sum. 3PE                       surrounding health and wellness. PPE                                     0
     manufactures N95 and other personal                     spending is forecasted to nearly triple by                                      2018       2019   2020    YTD '20 YTD '21
     protection masks Through the transaction,               2027, according to Research and Markets.12
     Innova has enhanced its total solution offering         Similarly, the Global Surface Disinfectant
     for COVID-19 and other air-borne diseases.              market size is forecasted to reach $1.0
                                                             billion by 2025, expanding at a compound                                      Year-To-Date Buyer Breakdown                  Average Public Company EBITDA Multiples
     Private equity firms have demonstrated a                annual growth rate (CAGR) of 9.1% from
                                                                                                                                                                                                                S&P 500              EH&S Index               DJIA
     strong appetite for EH&S providers, largely             2021-2025, according to 360 Market
     utilizing add-on acquisitions (39.2% of deals)          Updates.13 Workplace safety will be a focal                                                                                             25x
     to bolster sector portfolios. Environmental             point for employers, particularly as workers
     consulting companies are expected to                    begin to return to the office, bolstering                                 STRATEGIC                           15.7%                     20x
     continue to attract sponsor interest with               demand for PPE and disinfectants.                                             Public

                                                                                                                                                                                         EV/EBITDA
     corporations increasingly prioritizing                                                                                                Private         39.2%                                     15x
     sustainability amid elevated pressure from              Employees and job-seekers have
                                                                                                                                       FINANCIAL                                                     10x
     consumers as well as state and local                    increasingly utilized online safety and
     governments. In addition, global investment             professional training programs in order to                                    Platform                              30.1%                5x
     firms have continued to pursue businesses               learn about safety in the workplace and                                       Add-on
     that consider environmental, social, and                meet Occupational Safety and Health                                                                                                     0x
                                                                                                                                                                   15.1%
     corporate governance (ESG) impacts.                     Administration (OSHA) and Environmental
     Recently, KKR & Co. Inc. (NYSE:KKR) entered a           Protection Agency (EPA) requirements.
     definitive agreement to acquire ERM                     EH&S companies leveraging online training
     Worldwide Group Limited, an environmental               platforms are expected to continue to
     consulting firm committed to helping                    experience high demand with consumers
     companies achieve their sustainability goals.           permanently adopting digital learning                                                                                                                  Index includes: ALQ, CLH, DLTA, 6745, ITRK, MSA, NVEE
                                                                                                                                                                                                                                     Year-to-date (YTD) ended October 21
     Terms of the transaction were not disclosed.            methods as a result of COVID-19.                                                                                                               Source: Capital IQ, PitchBook, FactSet, and Capstone Research

21                                                                                                                                                                                                                                                                          22
Industrials Industry M&A Outlook | December 2021

     Select Environmental, Health & Safety Transactions                                                                                                              Select Capstone Partners Active and
                                                                                                                                                                     Closed Engagements
                                                                                                                   Enterprise     EV / LTM
     Date       Target                Acquirer            Target Business Description                              Value (mm) Revenue EBITDA
                All Pro Fire          National Fire &     Provides fire and life safety services to high-rise
     10/21/21                                                                                                              -                -             -
                Protection            Safety              buildings, hospitals, and warehouses.

                Onsite                Swca
     10/12/21                                             Provides environmental analytical testing services.              -                -             -
                Environmental         Environmental

                                      WestLand
                                                                                                                                                                           CONFIDENTIAL
     10/01/21   EM Strategies                             Provides environmental consulting services.                      -                -             -
                                      Engineering

                Edwards-Pitman                            Provides environmental compliance consulting
     09/30/21                         Braun Intertec      services serving Public and Private sector clients.              -                -             -
                Environmental                                                                                                                                              CORPORATE SALE    HAS BEEN ACQUIRED BY           HAS BEEN ACQUIRED BY
                                                          Provides PPE and fall protection equipment through
     09/14/21   Gearcor               GMES                                                                                 -                -             -
                                                          e-commerce and directly to businesses.
                                                                                                                                                                            SANITATION
                                                          Develops a suite of apps for workforce and personal
     09/13/21   Tidyware              Becklar                                                                              -                -             -              PRODUCTS PROVIDER
                                                          safety solutions.

     09/01/21   RPB Safety            GVS (BIT:GVS)       Offers respiratory protection equipment.                      $194.4            5.2x            -

     09/01/21   G-Logics              Atlas Geosciences Provides environmental consulting services.                        -                -             -

                Tidewater             Artesian            Provides environmental consulting and engineering
     08/30/21                                                                                                              -                -             -
                Environmental         Wastewater          services for environmental regulation compliance.

                                      Triumvirate         Provides environmental, health, and
     08/24/21   Emilcott Associates                       safety consulting.                                               -                -             -
                                      Environmental

                Chicago Protective                        Manufactures personal protective apparel for
     08/17/21                      Mechanix Wear          various industries.                                              -                -             -
                Apparel

                                      Equifax Workforce Offers data analytics solutions to improve
     08/10/21   Appriss Insights                        community and workplace safety.                                  $1,825             -             -
                                      Solutions

                Gordon R.                                 Provides civil and environmental engineering
     08/06/21                         GM2 Associates                                                                       -                -             -
                Archibald                                 consulting services.

                                      Vita Mobile         Offers artificial intelligence-based health and
     08/05/21   My2Tum                                                                                                     -                -             -
                                      (OTCPK:VMSI)        safety software.

                Pure Air Control      Weatherproofing     Offers environmental consulting services to indoor
     08/02/21                                             environmental and indoor air quality concerns.                   -                -             -
                Services              Technologies

                Pacific          Mott MacDonald           Provides environmental consulting services to
     07/21/21                                             solve complex water resource challenges.                         -                -             -
                Groundwater GroupGroup

                Rapid Fire            Pye-Barker Fire &   Provides environmental consulting solutions for the
     07/20/21                                             Energy, Construction, and Transportation industries.             -                -             -
                Protection            Safety

                                      Ambipar Group       Provides environmental consulting services.
     07/06/21   SWAT Consulting                                                                                            -                -             -
                                      (BVMF: AMBP3)

                Environmental         Montrose            Offers environmental and regulatory
     07/06/21                                             compliance services.                                             -                -             -
                Intelligence          (NYS: MEG)

                                      The Blackstone      Provides integrated environmental, health, and
     07/06/21   Sphera Solutions                          safety risk management software.                              $1,400              -             -
                                      Group (NYSE:BX)

                                      Oak Hill Capital    Provides environmental consulting services.
     06/29/21   Trinity Consultants                                                                                        -                -             -
                                      Partners

                                                                                                     Source: Capital IQ, PitchBook, FactSet, and Capstone Research

23                                                                                                                                                                                                                                                            24
Industrials Industry M&A Outlook | December 2021

                                                                                                                                                    Ted Polk, Managing Director
     HVACR Equipment
                                                                                                                                                    “M&A activity is expected to remain strong for niche technology providers of
     Upgrade and Retrofit Activity Drive Industry Demand                                                                                            energy efficient HVACR equipment.”

     M&A Overview & Outlook                            Key Subsector Trends

     Amid the pandemic, companies in the HVACR               As consumers shift preferences towards
     Equipment industry endured significant                  sustainable and less-costly systems,
     challenges as supply chains were disrupted              HVACR manufacturers have invested
     and contractors were unable to install                  significant resources into the development                             Transaction Volume Outpaces Prior Year                         Notable Transactions
     equipment due to government-imposed                     of tech-enabled equipment to reduce                                         Levels Through Year-to-Date
     lockdowns. However, manufacturers and                   energy use. Industry participants that have                                               Q1    Q2      Q3     Q4
     distributors that have displayed defensibility          developed green building systems and
                                                                                                                                    180
     are forecasted to experience heightened                 smart technologies offering

                                                                                                           Number of Transactions
     demand as consumer spending continues to                interconnectivity between equipment such                               150                                           144      In July, private equity firm Arcline Investment
     rise, evidenced by U.S. personal consumption            as Johnson Controls (NYSE:JCI) and                                                                                    16      Management acquired a controlling stake in Dwyer
     expenditures increasing 10.9% YOY through               Schneider Electric (ENXTPA:SU) are                                                                     117                    Instruments, a manufacturer of innovative sensors
                                                                                                                                    120
     September. Operators providing retrofits and            positioned to capitalize on heightened                                                                                        and controls for building automation and HVAC
                                                                                                                                               90                                  53
     upgrades are well-positioned to capitalize on           demand from building owners looking to                                  90                             46                     industries. Terms of the transaction were not
     rising demand as consumer preferences shift             benefit from government incentives,                                                  30                                       disclosed. Through the transaction, Arcline will
     toward efficient equipment due to climate               reduce their environmental footprint, and                               60                             27             35      capitalize on Dwyer’s deep sector expertise and
     concerns, cost-saving efficiencies, and                 cut energy costs. HVACR manufacturers                                                18                                       relationships, process and execution excellence,
                                                                                                                                                                    11
     elevated awareness surrounding the                      are expected to continue to invest in the                               30           22                                       and bespoke position amid a major inflection in
                                                                                                                                                                    32             40
     importance of air quality.                              development of tech-enabled equipment                                                20                                       demand for air/pressure measurement and control
                                                             to optimize energy use and meet the rising                               0                                                    due to COVID-19, according to a press release.17
     M&A activity has been robust through YTD                demand for sustainable systems.                                                   2019               2020           YTD '21
     2021 with 144 deals announced or completed
     through October 26, compared to 80 and 64               The pandemic has demonstrated the
     during the same period in 2020 and 2019,                importance of effective HVAC systems
     respectively. Strategic buyers comprised                with the risk of transmission of COVID-19                                    Strategics Lead Year-to-Date
     72.2% of deals to-date, with public and private         greatest in poorly ventilated indoor or                                              Deal Activity
     companies utilizing M&A to expand offerings             confined spaces, according to the Centers
     and improve equipment efficiency. The U.S.              for Disease Control and Prevention.15 This
     Heating & Air Conditioning Equipment                    has brought attention to antiquated                                                                                           HVACR equipment provider Rheem Manufacturing
     Manufacturing industry remains fairly                   technology in residential and commercial                                 STRATEGIC                     13.2%                  Company acquired Friedrich Air Conditioning from
     concentrated with the top four companies,               buildings. A nationally representative                                       Public                                           Monomoy Capital Partners in August (undisclosed).
     Trane Technologies (NYSE:TT), Carrier Global            school districts survey conducted by the                                     Private                                 38.2%    Friedrich, which provides air conditioning solutions,
                                                                                                                                                            14.6%
     Corporation (NYSE:CARR), Johnson Controls               U.S. Government Accountability Office                                                                                         will operate as a standalone unit within the Rheem
     (NYSE:JCI), and Lennox International (NYSE:LII)         (GAO) found that 41% of districts need to                                FINANCIAL                                            Global Air business, according to a press release.18
     expected to account for more than 50% of                update or replace HVAC systems in at                                         Platform                                         “Growth by acquisition is part of our ongoing
     industry revenue in 2021, according to IBIS             least half of their schools, representing                                    Add-on                                           strategy. The addition of Friedrich to the Rheem
     World.14 However, this concentration is offset          36,000 schools nationwide, according to                                                                                       family of brands will complement our existing
                                                                                                                                                                    34.0%
     by the quantity of smaller companies in the             GAO.16 Capstone believes that HVACR                                                                                           business lines, increase our commercial and
     industry, presenting a unique consolidation             equipment companies that provide                                                                                              residential air conditioning offerings, and expand
     opportunity for PE firms and PE-backed                  upgrades and retrofits will be aided by                                                                                       our presence in the hospitality and multi-family
     companies. Capstone expects deal activity to            heightened consumer awareness regarding                                                                                       segments of our market,” said Chris Peel, President
     continue at an accelerated pace in 2022                 the importance of air quality.                                                                                                and CEO of Rheem, in the press release.
     driven by consolidation.
                                                                                                                                                                                                                             Year-to-date (YTD) ended October 26
                                                                                                                                                                                                    Source: Capital IQ, PitchBook, FactSet, and Capstone Research

25                                                                                                                                                                                                                                                                  26
Industrials Industry M&A Outlook | December 2021

     Select HVACR Equipment Transactions                                                                                                                            Select Capstone Partners Closed Engagements

                                                                                                                  Enterprise     EV / LTM
     Date       Target              Acquirer             Target Business Description                              Value (mm) Revenue EBITDA
                                                         Manufactures sheet metal accessories and
     11/19/21   Duro Dyne           NSi Industries                                                                        -                -             -
                                                         equipment for the HVAC industry.

                EZ-FLO              Reliance Worldwide Manufactures and distributes plumbing products
     10/26/21                                                                                                          $325.0             1.9x         12.0x
                International       (ASX:RWC)          and HVAC supplies.
                                                                                                                                                                                                                              a portfolio company of
                                    Daikin Applied       Manufactures equipment for the applications of                                                                      A portfolio of
     10/11/21   Dynamic Controls                         ventilation, air treatment, and climate comfort.                 -                -             -
                                    Americas                                                                                                                                                    HAS DIVESTED
                State Mechanical                      Provides engineering, design, installation, and
     10/07/21
                Services
                                    MechanAir Holding maintenance services to HVAC businesses.                            -                -             -                                     Metro Energy               HAS BEEN ACQUIRED BY
                                                                                                                                                                        HAS BEEN ACQUIRED BY
                                                                                                                                                                                                    TO
                                                         Manufactures and supplies HVAC products for
     10/05/21   Hart & Cooley       DuraVent                                                                              -                -             -
                                                         Residential and Commercial markets.

                Greystone Energy                         Manufactures HVAC sensors and transducers for
     09/29/21                    Bemsiq                                                                                   -                -             -
                Systems                                  building automation management systems.

                                                         Manufactures and sells air comfort solutions through
     09/28/21   Lanair Products     WILsquare Capital                                                                     -                -             -
                                                         resellers and online.

                Protect Plus Air    Freudenberg          Manufactures and sells air comfort solutions
     09/22/21                                                                                                             -                -             -
                Holdings            Filtration           in Wisconsin.

                Assets of Farrar    Trane Technologies Comprises refrigeration equipment
     09/13/21                                          manufacturing business.                                         $365.0              -             -
                Scientific          (NYSE:TT)

                QBD Cooling         Ronin Equity
     09/07/21                                            Manufactures refrigeration products.                             -                -             -
                Systems             Partners

                RV Group            Thor Industries      Comprises air conditioning, heating, ventilation, and
     09/01/21                                                                                                          $750.0              -             -
                of Airxcel          (NYSE:THO)           related appliances manufacturing business units.

                                    TerraVest            Manufactures heating and cooling products.
     08/20/21   ECR International                                                                                         -                -             -
                                    (TSX:TVK)

                GreenTech           City Capital         Provides air purification systems, zone
     08/11/21                                            heaters, and energy management solutions.                        -                -             -
                Environmental       Ventures

                                                      Distributes HVACR parts and supplies to
     08/02/21   Wittichen Supply    Gryphon Investors contractors in the Southeastern U.S.                                -                -             -

                                    Lincoln Electric     Provides brazed manifolds for manufacturers of
     07/28/21   Shoals Tubular                           residential heating and air conditioning units.                  -                -             -
                                    (Nasdaq:LECO)

                                                         Provides pre-construction, mechanical/HVAC,
     07/26/21   CS3                 Reedy Industries                                                                      -                -             -
                                                         piping, plumbing, and custom fabrication services.

                Friedrich Air       Rheem                Manufactures air conditioners for Residential and
     07/22/21                                                                                                             -                -             -
                Conditioning        Manufacturing        Commercial markets.

                Haven Home                               Offers residential heating, ventilation, and air
     07/16/21                       Right Time Group                                                                      -                -             -
                ClimateCare                              conditioning contracting services.

                                                         Distributes industrial and commercial HVAC
     07/02/21   Lathrop-Trotter     Koch Air                                                                              -                -             -
                                                         products, industrial fans, and blowers.

                Nortek Global                            Manufactures and supplies energy efficient
     06/22/21                       Madison Industries                                                                    -                -             -
                HVAC                                     heating systems.

                                    Strikepoint Group    Provides residential HVAC maintenance services
     06/16/21   First Class HVAC                                                                                          -                -             -
                                    Holdings             based in Millsboro, Delaware.

                                                                                                    Source: Capital IQ, PitchBook, FactSet, and Capstone Research

27                                                                                                                                                                                                                                                          28
Industrials Industry M&A Outlook | December 2021

                                                                                                                                                   Ted Polk, Managing Director
     HVACR Services
                                                                                                                                                   “The rapid consolidation of the HVAC Services market continued throughout
     Installation, Upgrade, and Retrofit Demand Benefit Service Providers                                                                          the height of the pandemic and is expected to continue for years to come.”

     M&A Overview & Outlook                          Key Subsector Trends

     Many HVACR service providers struggled at             New residential construction has aided
     the onset of the pandemic as routine                  installation demand for residential HVACR
     maintenance and installations were put on             services providers. Privately-owned
     hold due to government-imposed lockdowns.             housing starts in August were at a                                      HVACR Services M&A Activity Surges in                      Active Buyer Spotlight
     However, as the economy has continued to              seasonally adjusted annual rate of                                                 2021 To-Date
     recover, industry participants have benefited         1, 580,000, rising 9.1% from August 2020,                                                  Q1   Q2      Q3   Q4
     from heightened demand for the installation           according to the U.S. Census Bureau.19 Both
                                                                                                                                   250
     of new HVACR equipment fueled by elevated             residential starts and spending are at all-
                                                                                                                                                                                       Founded: 2014
     demand for building renovations and healthy           time highs with residential construction

                                                                                                          Number of Transactions
                                                                                                                                   200                                                 Chief Executive Officer: Jeremy Hetherington
     demand for new construction. Contractors are          spending forecasted to increase by 20%                                                               176             172    Ownership: Private, PE-backed
     also benefitting from an increased focus on           after rising 15% in 2020, according to
                                                                                                                                                                                       Headquartered: Saint Catharines, Ontario
     effective air filtration systems and rising           Economics Behind the Headlines.20                                       150                                          57
                                                                                                                                                                69                     Employees: ~600
     demand for more connected and energy                  Capstone expects increasing residential                                            107
     efficient equipment.                                  construction activity to continue bolstering                            100         15                                      Right Time Group, is an HVAC service provider
                                                           demand for HVACR services.                                                            30              51             63
                                                                                                                                                                                       focused on the Residential market that currently
     The HVACR Services industry has experienced
                                                                                                                                   50            32              15                    comprises over 16 brands throughout Ontario,
     elevated transaction volume in 2021 YTD, with         In addition to installations related to new
                                                                                                                                                                                52     Manitoba, Alberta, and British Columbia. The
     deal activity outpacing the same period in            construction, HVACR service providers are                                             30              41
                                                                                                                                    0                                                  company has grown significantly since its 2014
     2020 and 2019 by 53.3% and 98.9%,                     more importantly capturing heightened
                                                                                                                                              2019              2020           2021    inception, utilizing M&A to bolster its geographic
     respectively. Strategic buyers accounted for          retrofit demand as consumers increasingly
                                                                                                                                                                                       presence. In December 2020, Right Time Group
     55% of deals announced or completed                   upgrade existing equipment to add energy
                                                                                                                                                                                       was acquired by Gryphon Investors, a leading
     through October 25 with private and public            efficient and/or green components. Both
                                                                                                                                                                                       middle-market private equity fund, for an
     companies consolidating competitors to                consumers and building owners are shifting
                                                                                                                                   Add-on Volume Proliferates in Year-To-              undisclosed sum. “Right Time has quickly made a
     expand into lucrative geographies.                    preferences towards more tech-enabled
                                                                                                                                                                                       name for itself in this industry with solid organic
                                                           systems that offer interconnectivity                                             Date Deal Activity                         growth and a clear acquisition strategy that is
     Attracted to the fragmented nature of the             between equipment. Industry participants
                                                                                                                                                                                       achieving scale and propelling its expansion in a
     industry, numerous financial buyers have              providing retrofit and upgrade services are
                                                                                                                                                                                       highly fragmented market,” said Jeff Balagna,
     employed buy-and-build strategies,                    getting a lot of market attention due to
                                                                                                                                     STRATEGIC                                         Exclusive Executive Advisor to Gryphon Investors,
     establishing platforms through direct                 predictable revenue streams.
                                                                                                                                                                             23.0%     in a press release.21
     acquisitions (10.2%) which are expanded                                                                                             Public
                                                                                                                                                           34.8%
     upon through tuck-in deals. Tuck-ins have             HVACR service providers increasingly                                          Private
                                                                                                                                                                                       Under Gryphon’s ownership, Right Time Group
     comprised the largest share of transactions           prioritized client safety and customer
                                                                                                                                     FINANCIAL                                         has continued to pursue target companies in
     to-date (34.8%) as platform companies have            service amid the pandemic. This trend is
                                                                                                                                         Platform                                      attractive geographies, acquiring Anchor Home
     used PE funding to enhance the scale and              expected to continue after the pandemic
                                                                                                                                         Add-on                                        Comfort in August, Haven Home ClimateCare in
     reach of portfolio companies. This is                 subsides, as companies that provide air
                                                                                                                                                             10.2%           32.0%     July, and Comfort Masters in June (terms of
     exemplified by Service Champions, a portfolio         purification and other safety protocols and
                                                                                                                                                                                       transactions were not disclosed). The company
     company of Odyssey Investment Partners                established a positive reputation with
                                                                                                                                                                                       has benefited from industry fragmentation,
     that acquired SWAN Heating & Air                      clients are expected to outperform
                                                                                                                                                                                       utilizing consolidation to spur growth.
     Conditioning in August (undisclosed). Through         competitors. In addition, industry
     the acquisition, Service Champions has                participants with strong client retention
     expanded its U.S. footprint to the Mountain           can benefit from expanding service
     West and bolstered its capabilities.                  offerings, acting as a one-stop-shop for
                                                                                                                                                                                                                        Year-to-date (YTD) ended October 25
                                                           maintenance and repair services.                                                                                                    Source: Capital IQ, PitchBook, FactSet, and Capstone Research

29                                                                                                                                                                                                                                                             30
Industrials Industry M&A Outlook | December 2021

     Select HVACR Services Transactions                                                                                                                            Select Capstone Partners Active and
                                                                                                                                                                   Closed Engagements
                                                                                                                  Enterprise     EV / LTM
     Date       Target              Acquirer            Target Business Description                               Value (mm) Revenue EBITDA
                South Coast                             Provides commercial HVAC, electrical, building
     12/10/21                       Service Logic                                                                       CF               CF            CF
                Facility Services                       automation, plumbing, and energy services.

                Premium Home                            Offers HVAC repair, plumbing, and electrical services
     11/18/21                       NearU Services                                                                       -                -             -
                Services                                for residential and commercial customers.

                                                        Provides HVACR services based in the greater
                                                                                                                                                                                                    CONFIDENTIAL
     11/16/21   Arctic Services     CMS Nextech                                                                          -                -             -
                                                        Las Vegas area.

                                                        Provides HVACR services headquartered in
     11/16/21   Patriot Mechanical CMS Nextech
                                                        Ashland, Virginia.
                                                                                                                         -                -             -              HAS BEEN ACQUIRED BY                                      HAS BEEN ACQUIRED BY
                                                                                                                                                                                                  DEBT RECAPITALIZATION
                                                        Offers a range of mechanical services including
     11/09/21   Fidelity Engineering Onex (TSX:ONEX)                                                                     -                -             -
                                                        HVAC maintenance.
                                                                                                                                                                         A PORTFOLIO COMPANY OF
                                                                                                                                                                                                    HVAC SERVICES
                Done Service        Radiant Plumbing &
     10/29/21
                Group               Air Conditioning
                                                       Offers plumbing and HVAC services.                                -                -             -                                             PROVIDER
                                                                                                                                                                                                                                             backed by

                Howard                                Provides home cleaning and heating services, which
     10/20/21                       Service Champions                                                                    -                -             -
                Enterprises                           including installation, and indoor air quality services.

                Scottsdale Air                      Provides heating and air conditioning repairs
     10/20/21                     Service Champions and services.                                                        -                -             -
                Heating & Cooling

                                                        Provides residential heating, cooling, air quality, and
     10/18/21   Furnace Guys        Right Time Group                                                                     -                -             -
                                                        hot water services to homeowners.

                The Plumbing &      Southern HVAC       Offers plumbing, heating, ventilation, and air
     10/15/21                                           conditioning repairing services.                                 -                -             -
                Air Service         Corporation

                                    Granite Comfort     Provides air conditioning, heating, roofing, and
     10/05/21   Strittmatter                                                                                             -                -             -
                                    Holdings            plumbing services on contract basis.

                Southern HVAC       North American      Provides AC repair, furnace repair, HVAC sales, and
     10/04/21                                                                                                            -                -             -
                Corporation         Essential Home      installation services.

                                                        Provides heating and air conditioning services for
     10/01/21   Fahrenheit HVAC     Sila Services       residents of Philadelphia.                                       -                -             -

                The Pimlico                             Offers heating, plumbing, bathrooms, drainage,
     09/20/21                       Neighborly          electrics, and other services.                                $220.3              -             -
                Plumbers Group

                Thompson of         Strikepoint Group   Provides heating, air conditioning, and
     09/17/21                                           plumbing services.                                               -                -             -
                Manatee II          Holdings

                Chiller Systems     The Arcticom        Provides commercial HVAC services.
     09/14/21                                                                                                            -                -             -
                Service             Group

                                                      Provides HVAC repairs, services,
     09/13/21   Timo's Air          Service Champions and installation.                                                  -                -             -

                Big Air Heating &                       Offers heating, ventilation, and air conditioning
     09/10/21                       Bonney Plumbing     installation and repair services.                                -                -             -
                Air Conditioning

                                    Frontier Service    Provides heating, cooling, plumbing, electrical, and
     09/09/21 Haley Mechanical                                                                                           -                -             -
                                    Partners            geothermal services.

                Air Conditioning    Hidden Harbor
     09/08/21                                           Offers HVAC and air conditioning services.                       -                -             -
                Specialist          Capital

                                    The Sterling Group, Operates as a construction plumbing contractor,
     09/02/21   L&S Mechanical                                                                                           -                -             -
                                    Current Capital     serving builders and contractors.

                                                                                                  Blue indicates Capstone advised transaction; CF = Confidential
                                                                                                  Source: Capital IQ, PitchBook, FactSet, and Capstone Research

31                                                                                                                                                                                                                                                                 32
Industrials Industry M&A Outlook | December 2021

                                                                                                                                                          Mike Schumacher, Managing Director
     Metals and Metals Processing &                                                                                                                       “Early stages of economic expansion typically see industrial metals price
     Manufacturing                                                                                                                                        increases, but the flash crash from the early stages of COVID-19 to snap back
                                                                                                                                                          of economic expansion has caused inflation to reach 60-year highs for certain
     Metal and Metal Component Demand Soars as Manufacturing Activity Increases                                                                           metals. Upstream materials providers are hitting record profitability while many
                                                                                                                                                          downstream processers struggle to find material or fully pass through price
                                                                                                                                                          increases.”

     M&A Overview & Outlook                               Key Subsector Trends

     At the onset of the pandemic, companies in                 The continued recovery of the Industrial
     the Metals and Metals Processing &                         Production Index forecasts sustained
     Manufacturing industry were challenged as                  demand for metals and metals processing
     key customers in downstream markets such                   services. Rising business investment and                                       To-Date Deal Activity Outpaces                     Nucor Expands Product Offerings Through
     as Automotive Manufacturing, Construction,                 consumer spending are projected to                                                    Prior Year Level                              the Acquisition of Hannibal Industries
     and Oil & Gas faced demand shortfalls and                  support the recovery of customers in
                                                                                                                                         350
     temporary shutdowns. However, as                           battered end markets that utilize metal and
     manufacturing activity has continued to rise               metal components including Nonresidential                                300
     with the reopening of the economy, metal                   Construction and Automotive

                                                                                                                Number of Transactions
     consumption has increased significantly with               Manufacturing. Of note, the Personal                                     250       234
                                                                                                                                                                                            217         In August, leading steel and steel product
     fabricators struggling to meet unprecedented               Consumption Expenditures index has                                                              205
                                                                                                                                                                                                        manufacturer Nucor Corporation (NYSE:NUE)
     demand. This has resulted in a significant                 surpassed record levels, reaching nearly                                 200
                                                                                                                                                                              162                       acquired Hannibal Industries for an enterprise
     spike in metal prices as evidenced by the                  $1.6 trillion in September, rising 10.9% YOY.
                                                                                                                                         150                                                            value of $370 million, equivalent to 6.9x LTM
     producer price index for iron and steel
                                                                                                                                                                                                        EBITDA. Hannibal Industries manufactures carbon
     increasing 101.5% YOY, according to the U.S.               Rising input prices are expected to                                      100                                                            steel tubing and pallet racking systems. Through
     Bureau of Labor Statistics.22 While volatile               continue to limit profit margins for metal
                                                                                                                                                                                                        the acquisition, Nucor has enhanced its
     input prices are expected to hinder profit                 processing companies and component                                        50                                                            capabilities in the growing Warehouse and
     margins for manufacturers further down the                 manufacturers. As a result, industry
                                                                                                                                                                                                        Distribution market. In addition, Hannibal Industries
     supply chain, Capstone expects demand for                  participants are forecasted to utilize M&A                                0
                                                                                                                                                                                                        utilizes a variety of steel products to produce its
     metal and metal processing services to                     to gain exposure to higher margin product                                          2019        2020       YTD '20       YTD '21
                                                                                                                                                                                                        racking solutions, providing potential supply chain
     remain high as consumer spending in key end                categories such as Aerospace and Medical
                                                                                                                                                                                                        efficiencies with other Nucor businesses.
     markets continues to proliferate.                          Devices. This is exemplified by Re:Build
                                                                Manufacturing’s acquisition of Cutting
     Strategic buyers have accounted for 61.3% of               Dynamics, a metal and thermoplastic                                            Strategics Comprise a Majority of                                              Public Companies Record Strong
     deals announced or closed through November                 component manufacturer. Through the                                              Transaction Volume To-Date                                                          Stock Price Growth
     4 with public and private companies creating               acquisition, Re:Build, an industrial                                                                                                                                  Capstone Metals Index
     economies of scale through vertical                        automation company and component
                                                                                                                                                                                                                                      S&P 500 Industrials Index
     integration. In addition, strategics have utilized         manufacturer, has established a platform                                                                                                                    110%

                                                                                                                                                                                                     Stock Price % Change
     M&A to diversify product portfolios, enhance               to bring disruptive technologies to                                        STRATEGIC                  21.2%         20.3%                                   90%
     exposure to growing end markets, and expand                Aerospace and Defense markets.                                                  Public
     geographically. This is exemplified by Triple-S                                                                                            Private                                                                     70%
     Steel Holdings’ acquisitions of Rolled Steel               Existing labor shortages in the Metals and
     Products (June, undisclosed) and Alamo Iron                Metals Processing & Manufacturing                                          FINANCIAL                                                                        50%
     Works (January, undisclosed). The                          industry have been exacerbated by the                                           Platform       17.5%
                                                                                                                                                                                                                            30%
     transactions expand Triple-S Holdings’                     pandemic with many workers opting to                                            Add-on
     footprint and metal processing capabilities.               collect stimulus checks rather than work.                                                                           41.0%                                   10%
     Financial buyers have also remained                        Even as additional unemployment benefits                                                                                                                    -10%
     acquisitive, comprising 38.7% of deals to-                 wind down, Capstone expects companies
     date. Capitalizing on favorable debt market                to continue to struggle to find skilled labor
     conditions and elevated dry powder, PE firms               amid lingering hesitancy to return to in-
     have utilized M&A to establish portfolios in               person work environments.
     high-growth segments.                                                                                                                                                                           Index includes: B, CMC, KALU, MLI, NUE,RS, RYI, SCHN, STLD, TMST, WOR, ZEUS
                                                                                                                                                                                                                                           Year-to-date (YTD) ended November 4
                                                                                                                                                                                                                   Source: Capital IQ, PitchBook, FactSet, and Capstone Research

33                                                                                                                                                                                                                                                                                 34
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