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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 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. Mergers & Acquisitions Capital Advisory Financial Advisory Special ESOP Situations Advisory & Restructuring 11 Macroeconomic Backdrop 37 Packaging • Sell-side Advisory • Transaction Advisory • Special Situations • Equity Advisory • Interim Management • Buy-side Advisory • Debt Advisory • Turnaround 13 41 • Performance • • Recapitalizations Mergers & Joint • Infrastructure Finance Improvement • Valuation Advisory • • Restructuring Bankruptcy Key Trends and Precision Ventures • Insolvency • Litigation Support M&A Drivers Manufacturing Sign Up for Industry Insights. Delivering timely, sector-specific intelligence to your inbox One of our core capabilities is to deliver sector-specific intelligence 17 Chemicals 45 Waste & Recycling designed specifically for industry leaders, private equity firms and their advisors. Our industry reports and featured articles deliver real-time access to key sector data including: • • • • Emerging industry trends Acquirer and investor appetites Mergers & acquisitions market analysis Notable transactions 21 Environmental, Health & Safety 49 Endnotes • Public company data Receive email updates with our proprietary data, reports, and insights 25 HVACR Equipment as they're published for the industries that matter to you most. Subscribe capstonepartners.com 20
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 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 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 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 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 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 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 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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