Packaging Perspectives JANUARY 2014 ELEVATE Your Experience. FEATURE REPORT 2013: Year-End Review There was certainly no lack of merger and acquisition (“M&A”) activity in the packaging industry during 2013. Several forces combined to push M&A deal totals well above levels reached in 2012 (see Chart 1). Prominent drivers included a rising stock market, low interest rates, accommodative credit markets, active private equity groups and the constant search for growth amongst industry participants. While the year did not feature some of the multi-billion dollar blockbuster deals of 2010 and 2011 (i.e. RockTenn/Smurfit-Stone, International Paper/Temple-Inland and Rank Group/Graham Packaging), there were numerous transactions in every shape and stripe. CHART 1 Total Global Packaging M&A Deal Volume $ in billions $4.0 $3.5 $2.0 $24.4 $19.3 $18.4 $18.4 $21.7 $1.5 $1.0 Public Paper and Plastic Packaging Companies: Average EBITDA Multiples EV / EBITDA Multiple 10.0x 9.0x 8.0x 7.0x 6.0x 5.0x 4.0x 3.0x 2.0x 1.0x 0.0x 6.1x 6.7x 2009 Paper Packaging 6.1x 2010 8.9x 8.9x 8.2x 7.5x 7.4x Plastic Packaging 6.2x 2011 7.0x 2012 2013 Source: Capital IQ, Mesirow Financial Plastic Index Includes: Ball Corporation, Bemis Company, Crown Holdings, Sealed Air Corporation, Silgan Holdings, Winpak. Paper Index Includes: Greif, International Paper, MeadWestvaco, Packaging Corporation of America, RockTenn. CHART 3 $0.5 $0.0 CHART 2 $28.4 $3.0 $2.5 must find ways to grow their businesses and placate shareholders. As demonstrated in Chart 2, valuation multiples for publiclyheld packaging companies reached five year highs, and certainly contributed to the deals detailed below in Chart 3. Strategic Transactions 2008 2009 2010 2011 2012 2013 Source: Capital IQ, Mesirow Financial Mesirow Financial has identified five major categories of packaging M&A activity that shaped the deal landscape in 2013: 1) Strategic Transactions, 2) Private Equity Platforms, 3) Private Equity AddOns, 4) International Expansion Transactions and 5) Special Situations. Each one of these categories demonstrated healthy levels of activity during 2013. Strategic Transactions Acquirer Target Sector Bunzl Schwarz Paper Paper Distribution CCL Avery Dennison Labels Amcor AGI/Shorewood Tobacco Packaging Filtrona Contego Healthcare Pharmaceutical Packaging Pactiv Spirit Foodservice Packaging Georgia Pacific Buckeye Technologies Pulp Kapstone Longview Containerboard Silgan Portola Caps and Closures PCA Boise Containerboard Berry Plastics Graphic Flexibles Flexible Packaging This category remains at the core of the deal environment. Many of these participants are publicly-held companies and simply Continued on page 3 IN THIS ISSUE Feature Report.................................................................................................1 Featured Mesirow Financial Deals.....................................................................2 353 North Clark Street | Chicago, Illinois 60654 | 312.595.6000 | mesirowfinancial.com 2 January 2014 FEATURED MESIROW FINANCIAL DEALS Expera Specialty Solutions, LLC Acquires Wausau Paper Corp. Specialty Paper Business •n Mesirow Financial, Inc. acted as the exclusive financial advisor to Wausau Paper Corp. (“Wausau”) in the sale of its specialty paper business (“WPM”) to Expera Specialty Solutions, LLC (“Expera Specialty Solutions”), a newly formed company sponsored by KPS Capital Partners, LP, a New York-based private equity firm. •n Based in Mosinee, Wisconsin, WPM provides a range of highly specialized paper products to the food, industrial & tape and coated & liner markets across a broad range of product categories and specific end-use applications. •n a portfolio company of Simultaneously, Expera Specialty Solutions acquired Packaging Dynamics’ Thilmany Papers business unit, including manufacturing facilities in Kaukana and De Pere, Wisconsin. •n Expera Specialty Solutions is the leading North American manufacturer of specialty paper products for use in the tape, pressure-sensitive release liner, industrial and food packaging segments. Expera Specialty Solutions’ manufacturing platform includes machines at four mills located in Rhinelander, Mosinee, Kaukauna and De Pere, Wisconsin. — Sell-side Advisor — •n The sale of WPM demonstrates Mesirow Financial Investment Banking’s deep understanding of the specialty paper market and ability to facilitate a complex transaction with a financial sponsor. SPECIALTY PAPER BUSINESS has been acquired by MEI Labels Holdings, LLC Acquires The Venture Corporation •n Mesirow Financial acted as the exclusive financial advisor to The Venture Corporation (“TVC”) on its partnership with MEI Labels Holdings, LLC (“MEI Labels”), a portfolio company of Svoboda Capital Partners LLC, a Chicago-based private equity firm. •n Based in Lewisville, Texas, TVC is a full-service manufacturer and premier provider of print, label and packaging solutions for customers in the health and beauty, consumer goods and pet care end markets, among others. •n MEI Labels is a leading provider of pressure sensitive label products, inserts, tags, banners and other products, including silk screening and embroidery. Located in Catoosa, Oklahoma, MEI Labels has grown significantly since its inception, becoming a national label printing platform, serving a diverse set of customers across the United States, including many in the food / grocery, industrial, packaging and retail markets. •n This transaction highlights Mesirow Financial Investment Banking’s ability to position middle market clients as attractive tuck-in acquisition candidates for private equityowned strategic buyers. has been acquired by a portfolio company of — Sell-side Advisor — CONTACT US William Hornell Managing Director Direct–312.595.6176 bhornell@mesirowfinancial.com Rocky Pontikes Managing Director Direct–312.595.6821 rpontikes@mesirowfinancial.com Sarah Baker Vice President Direct–312.595.7159 spbaker@mesirowfinancial.com Louis Mitchell Managing Director Direct–312.595.6025 lmitchell@mesirowfinancial.com Rick Weil Managing Director Direct–312.595.6131 raweil@mesirowfinancial.com Adam Oakley Vice President Direct–312.595.6692 aoakley@mesirowfinancial.com Brian Price Vice President and Chief Operating Officer Direct–312.595.6545 bprice@mesirowfinancial.com January 2014 3 2013: YEAR-END REVIEW continued from page 1 Private Equity Platforms CHART 6 The transactions listed in Chart 4 represent new platforms for private equity sponsors. The fund raising market improved in 2013 and it is estimated that private equity groups now have record levels of cash available for investment. The packaging industry remains very attractive for private equity given the industry’s stability, growth prospects and profitability. International Expansion Transactions Acquirer Target Location Amcor Shenda Enterprise China Amcor Tuflex India Bemis Foshan China Multi-Color LabelMakers Australia CHART 4 Multi-Color John Watson Scotland Private Equity Platform Transactions Multi-Color Gern & Cie Switzerland Domtar Indas Spain Scholle Flexpack Brazil Graphic Packaging Contego Beverage Europe Acquirer Target Sector H.I.G. Caraustar Paperboard Blue Wolf / Atlas Holdings Twin Rivers Paper Tissue Peak Rock Atlas Tissue Mills Tissue KPS Expera Specialty Paper Cove Point Bemis Clysar Specialty Films Arbor Investments Keyes Packaging Food Packaging Carlyle Chesapeake Cartons/Specialty Madison Dearborn Multi Packaging Solutions Cartons/Specialty Graham Partners Comar Healthcare Packaging Mason Wells Sealed Air Medical Medical Packaging American Securities Tekni-Plex Specialty Films Jordan Co. Transilwrap Specialty Coatings Private Equity Add-Ons Once these platforms have been acquired, it is not uncommon to see the new private equity-owned businesses make acquisitions. Many significant industry participants in the packaging industry have been built by this approach (Paperworks, Exopack, Berry Plastics, Clondalkin, Ampac, Fort Dearborn, WS Packaging). Given the accommodative credit markets available during 2013, it was not surprising to see several add-on transactions as well (see Chart 5). CHART 5 Private Equity Add-On Transactions Sponsor Acquirer Target Frazier Healthcare Packaging Coordinators Anderson Brecon One Equity Constantia Spear Wind Point Partners Hilex Poly Clondalkin Flexibles Olympus Waddington Par Pak Svoboda Capital MEI Labels TVC One KRG Fort Dearborn AC Label Metalmark Hoffmaster Graphic Management Special Situations There were also several unique packaging transactions in 2013 that added to the deal landscape. Sun Capital Partners is merging five of its specialty packaging businesses together under the Coveris name to form the sixth largest plastics packaging business in the world. Multi Packaging Solutions and Chesapeake have announced their merger which will form a $1.4 billion global specialty packaging business. Additionally, International Paper has indicated that progress is continuing on the merger of xpedx and Unisource. Valuations Not surprisingly, it was another strong year for deal valuations in 2013. Given the deal drivers discussed in this article, sellers were able to obtain valuations consistent with the high levels obtained in 2011 and 2012 (see Chart 7). There was a slight dip in 2013 financial buyer multiples due to an increase in specialty paper transactions relative to 2011 and 2012. CHART 7 Average EV / EBITDA Multiples for Packaging M&A Transactions EV / EBITDA Multiple 10.0x 8.7x 9.0x 8.0x 7.2x 7.5x 7.4x 7.0x 6.0x 5.0x 4.0x 3.0x 2.0x 1.0x 0.0x 2006 2007 Financial 6.6x 7.2x 6.5x Strategic 6.2x 6.8x 6.5x 7.2x 6.8x 7.2x 6.5x 7.1x 5.3x 2008 2009 2010 2011 2012 2013 Source: Capital IQ, Mesirow Financial International Expansion Since the financial crisis, there has been an increase in the use of M&A to accomplish international growth objectives (see Chart 6). Companies such as International Paper, MeadWestvaco, Graphic Packaging, CCL, Amcor, Bemis and Smurfit Kappa have all been consistent acquirers of international businesses. This is not surprising given the divergence in economic growth rates around the world. Outlook for 2014 It is difficult to imagine a better environment for packaging M&A transactions. Between high stock prices, high public company valuation multiples, record levels of private equity to invest, encouraging economic growth forecasts and low interest rates, there is no reason to anticipate a slowdown in activity. In addition to the current deal environment, many of these transactions are creating value for the purchasers. Companies like RockTenn, Kapstone, Amcor, Bemis, Graphic Packaging, Multi-Color and Berry Plastics are all using M&A to drive their business models. We expect this trend to continue. 353 North Clark Street Chicago, Illinois 60654 MESIROW FINANCIAL INVESTMENT BANKING MESIROW FINANCIAL Our Investment Banking professionals focus exclusively on middle-market transactions and serve established middlemarket companies and large corporations, both public and private, in merger & acquisition advisory, capital markets advisory, restructuring and special situations, fairness and solvency opinions, board of directors advisory and special committee representation. Headquartered in Chicago, we are a national firm with a global reach. Mesirow Financial is a diversified financial services firm headquartered in Chicago. Founded in 1937, it is an independent, employee-owned firm with approximately 1,200 employees globally. With expertise in Investment Management, Global Markets, Insurance Services and Consulting, Mesirow Financial strives to meet the financial needs of institutions, public sector entities, corporations and individuals. For more information, visit mesirowfinancial.com. Mesirow Financial continues to be a leader in assisting paper, plastics, packaging and specialty printing companies with merger and acquisition transactions. Our experienced professionals have completed nearly 100 packaging transactions in recent years, and we are consistently focused on elevating the experience for our clients. Mesirow Financial refers to Mesirow Financial Holdings, Inc. and its divisions, subsidiaries and affiliates. The Mesirow Financial name and logo are registered service marks of Mesirow Financial Holdings, Inc. © 2014, Mesirow Financial Holdings, Inc. All rights reserved.