PACKAGING INDUSTRY UPDATE │ AUGUST 2015 www.harriswilliams.de Harris Williams & Co. Ltd is a private limited company incorporated under English law having its registered office at 5th Floor, 6 St. Andrew Street, London EC4A 3AE, UK, registered with the Registrar of Companies for England and Wales under company number 7078852. Directors: Mr. Christopher Williams, Mr. Ned Valentine, Mr. Paul Poggi and Mr. Thierry Monjauze, authorised and regulated by the Financial Conduct Authority. Harris Williams & Co. Ltd Niederlassung Frankfurt (German branch) is registered in the Commercial Register (Handelsregister) of the Local Court (Amtsgericht) of Frankfurt am Main, Germany, under registration number HRB 96687, having its business address at Bockenheimer Landstrasse 33-35, 60325 Frankfurt am Main, Germany. Permanent Representative (Ständiger Vertreter) of the Branch Niederlassung: Mr. Jeffery H. Perkins. PACKAGING INDUSTRY UPDATE │ AUGUST 2015 PACKAGING INDUSTRY UPDATE CONTENTS INTRODUCTION Harris Williams & Co. is pleased to present our packaging industry update for August 2015. This report provides commentary and analysis on current capital market trends and merger and acquisition dynamics within the global packaging industry. We hope you find this edition helpful and encourage you to contact us directly if you would like to discuss our perspective on current industry trends or our relevant industry experience. OUR PRACTICE Harris Williams & Co. is a leading advisor to the packaging industry. Our significant experience covers a broad range of end markets, industries, and business models. Packaging Types Bags Bottles & Cans Caps & Closures Flexible Labels Pouches Rigid Materials Applications Films Foil Laminations Paperboard Plastics Specialty Paper Cosmetics E-Commerce Food & Beverage Healthcare Industrial Other WHAT WE’RE READING ECONOMIC UPDATE KEY THEMES PUBLIC COMPARABLES PUBLIC MARKETS SELECT M&A ACTIVITY CONTACTS Patrick McNulty Managing Director pmcnulty@harriswilliams.com +1 (804) 932-1339 Darwin Olympia Director dolympia@harriswilliams.com +1 (804) 915-0141 Brad Morrison Vice President bmorrison@harriswilliams.com +1 (804) 915-0168 Brandt Carr Associate bcarr@harriswilliams.com +1 (804) 887-6018 HARRIS WILLIAMS & CO. DEAL SPOTLIGHT AR Metallizing a portfolio company of has been acquired by Harris Williams & Co. recently advised AR Metallizing, a portfolio company of H.I.G. Capital, on its sale to Nissha Printing Co. AR Metallizing is a leading provider of metallized coatings and substrates used in a variety of packaging and other applications. UPCOMING INDUSTRY EVENTS PACK EXPO Las Vegas Harris Williams & Co. will be attending the 2015 PACK EXPO conference on September 28th-30th at the Las Vegas Convention Center. We hope to see you in attendance. www.harriswilliams.de PAGE | 1 PACKAGING INDUSTRY UPDATE │ AUGUST 2015 WHAT WE’RE READING ROBOTS RISE TO PACKAGING CHALLENGES Packaging World 8/5/2015 The use of industrial automation and robotics for packaging applications is on the rise, according to the Association for Packaging and Processing Technologies. Since 2008, the number of packagers employing robots has grown from one out of five manufacturing locations to three out of four. The rise of automation and robotics in packaging applications has been driven primarily by manufacturers’ desire for lower labor costs, increased product reliability, and operational safety. Read the full article here. BAG MAKERS BRACE FOR THE START OF CHICAGO’S BAG BAN Plastics News 7/30/2015 In 2014, Chicago aldermen passed a measure that requires stores to provide shoppers with reusable or recyclable bags of any material or commercially compostable plastic bags. While retailers have accepted this ban, the transition for plastic bag manufacturers has been noticeably less smooth. With the threat of large retail chains using environmentally-friendly bags at a national level, bag manufacturers have had to invest in new manufacturing practices and absorb higher costs to remain competitive. Read the full article here. TAKE NOTE: THE PAPER INDUSTRY IS PLANNING A BIG COMEBACK The Washington Post 7/29/2015 The $130B+ paper industry, despite year over year revenue losses, has initiated multiple marketing campaigns to combat the digital revolution and reaffirm consumers’ desire to use paper for everyday activities, from writing letters to grandparents, to tickets to a baseball game. While multinational paper companies continue to diversify away from paper, marketing campaigns will remain active that look to support paper sales domestically and internationally. Read the full article here. LUXURY PACKAGING INDUSTRY TO ENTER “GOLDEN ERA” OF PRODUCT DEVELOPMENT Packaging News 7/29/2015 According to the Asia Pulp and Paper (APP) sponsored report – “Paper based packaging trends to 2019” – the global market for luxury goods packaging is expected to increase at a CAGR of 4.4% over the next five years, from $14.2B in 2014 to $17.6B by 2019. This growth in demand is driving innovations in the market, which is being facilitated by new technology, which includes increasing prevalence of sustainable solutions, consumers’ increasing awareness of sustainability issues, incorporation of anti-counterfeiting measures, and growth in personalization and coding. Read the full article here. CLICKING WITH THE CONSUMER | E-COMMERCE Packaging News 7/14/2015 The rise of e-commerce has forced the packaging industry to adapt to new requirements, including an increased level of product protection, environmental sustainability, and most noticeably, branding and labeling. The rise of the “box as a store” concept to bring the power of a brand to e-commerce shoppers has become increasingly crucial to the consumer experience and is now a critical element to e-commerce packaging. Read the full article here. PAGE | 2 PACKAGING INDUSTRY UPDATE │ AUGUST 2015 ECONOMIC UPDATE ENERGY PRICES Global oil prices have fallen approximately 25% since May 2015 due to sustained oversupply, as well as reduced sanctions with Iran, resulting in an additional influx of oil supply globally. Natural gas prices remain low, as relatively mild weather has tempered demand for air conditioning. Around the world, natural gas prices have also fallen because they are often linked to the price of crude, and production of liquefied natural gas that can be shipped overseas is ramping up. 400 Energy Prices (Indexed) Aug-15: 121.4 300 200 Aug-15: 107.3 100 Aug-15: 49.9 0 05 06 07 08 09 10 11 12 13 14 15 WTI Brent Nat. Gas GDP (Quarter-Over-Quarter Growth) GDP 3% Q2-15: 0.1% 2% U.S. 1% Real GDP remained relatively flat from Q1 2015 to Q2 2015 but 0% increased 2.3% on a year-over-year basis. (1%) Q1-15: Growth in the second quarter was boosted by consumer spending, as 0.4% (2%) households used some of the windfall from cheaper gasoline in late (3%) 2014 and early this year to go shopping. (4%) EU-28 (5%) Seasonally adjusted GDP in the EU-28 for Q1 2015 rose by 0.4% in Q1 05 06 07 08 09 10 11 12 13 14 15 2015, with 1.4% annualized growth. U.S. INDUSTRIAL PRODUCTION INDEX 120 U.S. 110 Industrial production increased 0.3% in June but fell at an annual rate of 1.4% for the second quarter of 2015, primarily due to reduced energy drilling activity and sluggish manufacturing output. Capacity utilization for the industrial sector increased 0.2% in June to 78.4%, a rate that is 1.7% below its long-run (1972–2014) average. EU-28 In June 2015, seasonally adjusted industrial production fell by 0.3% in the EU-28 compared to May 2015, primarily due to reduced energy production and softening demand for non-durable consumer goods. Industrial Production Index Jun-15: 105.7 100 Jun-15: 103.0 90 80 70 05 06 07 08 09 10 11 12 13 14 15 U.S. CONSUMER SENTIMENT The Consumer Sentiment Index was down 3.0 points to 93.1 in the July reading, 5.0 points below the peak reached in January 2015. The current conditions component is down nearly 3.0 points to 106.0 in an early reading for July that points to another month of weakness for consumer activity. EU-28 100 EU-28 Consumer Sentiment Index 90 80 July-15: 93.1 70 60 50 05 06 07 08 09 10 12 13 14 15 PAGE | 3 PACKAGING INDUSTRY UPDATE │ AUGUST 2015 KEY THEMES INPUT PRICES With raw material costs often representing more than 50% of COGS, packaging companies must aggressively manage input costs. The packaging industry relies heavily on petrochemical feedstock, causing significant input price volatility that is influenced by oil and natural gas prices, as well as supply/demand dynamics domestically and abroad. A two-year streak of steady resin price increases has ended, as resin prices have been on a downward trajectory recently along with the price of oil. Many experts expect the decline in oil, natural gas, and resin prices to continue as oversupply persists along with continued tepid demand. Pulp and paper is another critical raw material for the industry and one that has experienced less price volatility over the past three years. Key Material Price Trends (Indexed) 200% 150% 100% 50% 0% Crude Oil Nat Gas Pulp PET LDPE HDPE ENVIRONMENTAL & SUSTAINABILITY Sustainability and recycling initiatives have become the new norm in the industry, and we expect these trends to continue with a focus on eco-friendly products. $20 Companies are developing new ways to incorporate post-consumer, recycled material as feedstock for making new products. $16 Corporate responsibility and the eco-friendly angle sit well with today’s consumers. $12 Recycling materials can reduce input costs and increase efficiency, without compromising performance. $8 Companies continue to find more ways to go green across substrates and applications. Green Packaging Demand ($ in billions) $14.8 $12.5 $10.8 $8.3 $9.0 $4 $0 1998 2003 2008 2013 2018 ROBUST E-COMMERCE GROWTH Rapid growth in e-commerce will boost demand for protective packaging solutions and lead to continued steady growth. The e-commerce market is projected to grow ~16% annually through 2017, substantially faster than overall retail sales. An increasing number of online orders per shopping experience and rising average order value are driving the industry growth trends. Global E-Commerce Sales Projections ($ in billions) $2,357 $2,500 $2,053 $2,000 $1,500 $1,771 $1,505 As a higher percentage of goods are purchased online and shipped directly to consumers, packaging providers will need to adapt to the evolving implications and role packaging plays in consumer $1,000 marketing. $500 $0 2014 2015 2016 2017 PAGE | 4 PACKAGING INDUSTRY UPDATE │ AUGUST 2015 PUBLIC COMPARABLES As of August 12, 2015 ($ in millions, except per share amounts) Stock Performance Current % of Price LTM High 3-Year Free Cash Revenue Mkt Cap TEV CAGR 2014 Revenue EBITDA Price / Earnings Margin 2015E 2016P TEV / EBITDA LTM 1 2015E 2016P Flow Net Debt / Conversion2 EBITDA Diversified / Specialty Amcor Limited $10.00 90.8% $11,689 $14,547 (7.9%) $9,666 $1,428 14.8% 17.7x 16.7x 12.7x 10.3x 10.0x 78.5% 2.1x Sealed Air Corporation 54.81 98.2% 11,282 15,176 12.3% 7,747 1,115 14.4% 24.1x 21.1x 13.9x 12.9x 12.2x 85.7% 3.5x Bemis Company, I nc. 45.90 92.8% 4,473 5,769 (6.5%) 4,464 599 13.4% 17.9x 16.6x 10.0x 9.7x 9.3x 63.0% 2.2x AptarGroup, I nc. 70.09 99.6% 4,401 4,780 3.8% 2,618 460 17.6% 23.6x 21.6x 10.3x 10.3x 9.8x 67.4% 0.8x Sonoco Products Co. 42.03 87.7% 4,241 5,307 3.5% 4,977 614 12.3% 16.6x 15.0x 7.8x 8.2x 7.7x 73.0% 1.7x Huhtamaki Oyj 34.95 97.7% 3,624 4,368 2.9% 2,816 331 11.7% 20.0x 17.6x 14.4x 12.1x 10.7x 47.5% 2.1x Berry Plastics Group, I nc. 32.59 87.9% 3,904 7,566 3.0% 5,053 827 16.4% 18.9x 16.5x 9.9x 9.1x 8.9x 78.2% 4.4x Winpak Ltd. 32.07 92.5% 2,084 1,922 6.4% 783 148 18.9% 19.7x 17.6x 11.8x 10.2x 9.3x 71.8% NM Greif, I nc. 32.16 63.6% 1,681 2,914 1.5% 4,256 468 11.0% 18.5x 13.2x 6.6x 7.7x 6.7x 55.9% 2.5x Median 92.5% 3.0% 14.4% 18.9x 16.7x 10.3x 10.2x 9.3x 71.8% 2.2x Mean 90.1% 2.1% 14.5% 19.7x 17.3x 10.8x 10.1x 9.4x 69.0% 2.4x Labels Av ery Dennison Corporation $64.49 99.5% $5,897 $6,785 2.9% $6,354 $691 10.9% 19.3x 17.1x 9.8x 9.5x 8.9x 80.2% 1.3x CCL I ndustries I nc. 143.73 99.2% 4,972 5,324 21.3% 2,229 422 18.9% 24.0x 21.3x 12.9x 12.1x 11.2x 70.0% 0.9x 69.00 95.2% 1,155 1,632 27.3% 797 141 17.7% 19.6x 16.8x 10.9x 10.5x 9.4x 79.9% 3.4x Multi-Color Corp. Median 99.2% 21.3% 17.7% 19.6x 17.1x 10.9x 10.5x 9.4x 79.9% 1.3x Mean 98.0% 17.1% 15.8% 20.9x 18.4x 11.2x 10.7x 9.9x 76.7% 1.8x Paper and Paperboard I nternational Paper Company $48.16 83.2% $20,118 $30,644 0.2% $26,168 $4,201 16.1% 12.6x 11.7x 8.2x 7.5x 7.3x 63.6% 2.5x WestRock Company 63.34 97.8% 16,585 19,200 22.2% 9,978 1,564 15.7% 16.5x 14.5x 11.8x 8.2x 6.7x 68.3% 1.7x Packaging Corporation of America 73.37 86.4% 7,107 9,319 31.4% 5,917 1,151 19.5% 15.8x 14.2x 8.7x 8.3x 7.7x 78.1% 1.9x Graphic Packaging Holding Company 15.17 94.0% 4,986 6,984 0.3% 4,240 711 16.8% 20.8x 18.0x 9.7x 9.3x 8.8x 69.3% 2.8x KapStone Paper and Packaging Corporation 24.01 66.9% 2,311 3,959 36.7% 2,314 455 19.6% 13.8x 10.9x 9.4x 8.9x 7.5x 69.7% 3.6x PH Glatfelter Co. 18.99 68.9% 823 1,148 4.0% 1,811 182 10.1% 12.5x 10.0x 7.0x 6.6x 5.7x 37.3% 1.8x Median 84.8% 13.1% 16.4% 14.8x 12.9x 9.0x 8.2x 7.4x 68.8% 2.2x Mean 82.9% 15.8% 16.3% 15.3x 13.2x 9.1x 8.1x 7.3x 64.4% 2.4x Rigid Ball Corporation $71.66 92.8% $9,901 $13,138 (0.5%) $8,512 $1,216 14.3% 21.6x 19.0x 11.9x 11.8x 11.0x 56.3% 2.5x 8.69 94.1% 6,102 8,131 (3.2%) 5,982 869 14.5% 14.7x 13.8x 10.1x 9.4x 9.0x 55.7% 2.2x Owens-I llinois, I nc. 22.22 69.8% 3,572 7,078 (2.5%) 6,820 1,257 18.4% 10.7x 8.9x 7.2x 6.9x 5.9x 59.0% 2.7x Silgan Holdings I nc. 55.51 93.7% 3,352 5,209 3.5% 3,887 536 13.8% 17.5x 16.2x 10.2x 10.3x 9.9x 65.0% 3.5x Rexam PLC Median 93.2% (1.5%) 14.4% 16.1x 15.0x 10.2x 9.9x 9.4x 57.7% 2.6x Mean 87.6% (0.7%) 15.3% 16.1x 14.5x 9.8x 9.6x 8.9x 59.0% 2.7x Overall Median 92.8% 3.2% 15.2% 18.2x 16.5x 10.1x 9.5x 8.9x 68.8% 2.2x Overall Mean 88.7% 7.4% 15.3% 18.0x 15.8x 10.2x 9.5x 8.8x 67.0% 2.4x 1) 2) LTM as of August 2015. Free cash flow conversion defined as EBITDA less capital expenditures divided by EBITDA. PAGE | 5 PACKAGING INDUSTRY UPDATE │ AUGUST 2015 PUBLIC MARKETS OVERVIEW 3-YEAR REVENUE CAGR (2011 – 2014) Diversified / Specialty 3-YEAR EBITDA CAGR (2011 – 2014) 2.8% Diversified / Specialty Labels 18.9% Paper and Paperboard Rigid 15.8% 6.0% Labels 22.5% Paper and Paperboard (0.7%) 18.7% Rigid AVERAGE EBITDA MARGIN (2015E) Diversified / Specialty FREE CASH FLOW CONVERSION (2015E) Diversified / Specialty 15.1% Labels Paper and Paperboard 17.4% Diversified / Specialty 10.6x 8.0x Rigid 59.0% NET DEBT / LTM EBITDA 9.9x Paper and Paperboard 64.4% Rigid TOTAL ENTERPRISE VALUE / 2015E EBITDA Labels 76.7% Paper and Paperboard 15.2% Diversified / Specialty 69.0% Labels 16.5% Rigid 4.2% 2.5x Labels 2.0x Paper and Paperboard 9.4x 2.4x Rigid 2.5x PUBLIC COMPARABLES (30-DAY ROLLING AVERAGE OF MEDIAN TEV / LTM EBITDA) Median 12x 11x Current 3-Year 5-Year Diversified / Specialty 10.3x 9.6x 8.2x Labels 11.5x 8.9x 8.2x 9.0x 8.8x 7.8x Rigid 10.1x 8.7x 8.1x Total Packaging 10.0x 9.0x 8.0x Paper and Paperboard 10x 9x 8x 7x 6x 5x 4x Aug-10 Aug-11 Diversified / Specialty Aug-12 Labels Aug-13 Aug-14 Paper and Paperboard Aug-15 Rigid PAGE | 6 PACKAGING INDUSTRY UPDATE │ AUGUST 2015 M&A TRANSACTIONS Date Target Target Business Description Acquirer 8/6/2015 AR Metallizing AR Metallizing is a leading prov ider of metallized coatings and substrates used in a v ariety of packaging and other applications. Nissha Printing Co. Ltd. 8/3/2015 Selig Group, I nc. Selig Group, I nc. manufactures and supplies tamper-ev ident cap and closure lining materials. CC I ndustries, I nc. 7/31/2015 Lantero Embalaje Grupo Lantero, Corrugated Business manufactures corrugated fiber boxes. DS Smith Plc 7/27/2015 L&L Foods, I nc. L&L Foods, I nc., a food packaging company, prov ides food packaging solutions. Peacock Engineering Company 7/23/2015 Ampac Holdings, LLC Ampac Holdings, LLC manufactures and supplies flexible packaging solutions, retail shopping bags, and security bags. Prolamina Corporation 7/13/2015 LBP Manufacturing, I nc. LBP Manufacturing, I nc. dev elops and manufactures paper-based on-the-go packaging products. Pritzker Group Priv ate Capital 7/13/2015 Packaging I ndia Pv t. Ltd. Packaging I ndia Pv t. Prov ides specialty flexible packaging solutions for customers throughout Asia and Africa. Amcor Limited 7/1/2015 Nampak Limited, Flexible Div ision Nampak Limited, Flexible Div ision offers flexible packaging serv ices for the w ine industry and is the only aseptic bag-in-box packaging manufacturer in South Africa. Amcor Limited 7/1/2015 MeadWestv aco Corporation MeadWestv aco Corporation prov ides packaging solutions to the healthcare, beauty and personal care, food, bev erage, home and garden, tobacco, and agricultural industries w orldw ide. Rock-Tenn Company (Merger) 6/29/2015 J.L. Clark, I nc. J.L. Clark, I nc. is a specialty packaging design and manufacturing company. CC I ndustries, I nc. 6/18/2015 Mespack SL Mespack SL designs and manufactures packaging machinery. Durav ant 6/9/2015 Nampak Limited Nampak Limited manufactures and sells metal, glass, paper, and plastic packaging products in primarily South Africa, other countries in Africa, and the United Kingdom. Lazard Asset Management LLC 6/3/2015 I ntecplast I nyeccion Tecnica De Plasticos S A S and Pieriplast S.A.C. I ntecplast S.A. designs, manufactures, and markets plastic packaging products. Acon I nv estments 6/1/2015 Victory Packaging, LP Victory Packaging, LP designs, manufactures, and deliv ers packaging solutions. KapStone Paper and Packaging Corporation 5/31/2015 Duropack GmbH Duropack GmbH manufactures and sells corrugated board packaging and displays, flexo printing, packaging, shipping containers, and point-of-sale displays. DS Smith Plc 5/28/2015 Elldex Packaging Limited and Elldex Packaging Australia Pty Limited Elldex Packaging Ltd. manufactures and imports plastic packaging. Cov eris Holdings S.A. 5/18/2015 StePac L.A. Ltd. StePac L.A. Ltd. dev elops, manufactures, and supplies precision engineered modified atmosphere and modified humidity fresh produce packaging. Johnson Matthey Plc 4/15/2015 inspirepac Ltd. inspirepac, Ltd. engages in the flexible printing and retail packaging businesses Smurfit Kappa Group plc for consumer retail end markets. 4/14/2015 Robert Mann Packaging, I nc. Robert Mann Packaging, I nc. offers design, production, and distribution serv ices for stock, custom paper, and plastic packaging products. 4/1/2015 Butterw orth Paper Cups Sdn. Bhd Butterw orth Paper Cups Sdn. Bhd, a paper packaging company, manufactures Huhtamaki Oyj and supplies foodserv ice paper cups and other paper products. Pratt I ndustries, I nc. PAGE | 7 PACKAGING INDUSTRY UPDATE │ AUGUST 2015 OUR FIRM Harris Williams & Co. has a broad range of industry expertise, which creates powerful opportunities. Our clients benefit from our deep-sector experience, integrated industry intelligence and collaboration across the firm, and our commitment to learning what makes them unique. For more information, visit our website. 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OFFICE LOCATIONS UNITED STATES EUROPE Boston Richmond (Headquarters) Frankfurt Cleveland San Francisco London Two International Place 24th Floor Boston, Massachusetts 02110 Phone: +1 (617) 482-7501 Fax: +1 (617) 482-7503 1900 East 9th Street 20th Floor Cleveland, Ohio 44114 Phone: +1 (216) 689-2400 Fax: +1 (216) 689-2401 1001 Haxall Point 9th Floor Richmond, Virginia 23219 Phone: +1 (804) 648-0072 Fax: +1 (804) 648-0073 575 Market Street 31st Floor San Francisco, California 94105, USA Phone: +1 (415) 288-4260 Fax: +1 (415) 288-4269 Bockenheimer Landstrasse 33-35 60325 Frankfurt Germany Phone: +49 069 3650638 00 Fax: +49 069 3650638 01 63 Brook Street London W1K 4HS, England Phone: +44 (0) 20 7518 8900 Fax: +44 (0) 20 7526 2187 NETWORK OFFICES Minneapolis 222 South 9th Street Suite 3350 Minneapolis, Minnesota 55402 Phone: +1 (612) 359-2700 Fax: +1 (612) 359-2701 Beijing New Delhi Hong Kong Shanghai Mumbai PAGE | 8 PACKAGING INDUSTRY UPDATE | AUGUST 2015 HARRIS WILLIAMS & CO. SOURCES Bloomberg Bureau of Economic Analysis Capital IQ Eurostat Federal Reserve Economic Data Plastics News Packaging News Packaging World The Washington Post University of Michigan U.S. Census Bureau DISCLOSURES Harris Williams & Co. (www.harriswilliams.com and www.harriswilliams.de) is a preeminent middle market investment bank focused on the advisory needs of clients worldwide. The firm has deep industry knowledge, global transaction expertise, and an unwavering commitment to excellence. Harris Williams & Co. provides sell-side and acquisition advisory, restructuring advisory, board advisory, private placements, and capital markets advisory services. Harris Williams & Co. Ltd is a private limited company incorporated under English law having its registered office at 5th Floor, 6 St. Andrew Street, London EC4A 3AE, UK, registered with the Registrar of Companies for England and Wales under company number 7078852. Directors: Mr. Christopher Williams, Mr. Ned Valentine, Mr. Paul Poggi and Mr. Thierry Monjauze, authorised and regulated by the Financial Conduct Authority. Harris Williams & Co. Ltd Niederlassung Frankfurt (German branch) is registered in the Commercial Register (Handelsregister) of the Local Court (Amtsgericht) of Frankfurt am Main, Germany, under registration number HRB 96687, having its business address at Bockenheimer Landstrasse 33-35, 60325 Frankfurt am Main, Germany. Permanent Representative (Ständiger Vertreter) of the Branch Niederlassung: Mr. Jeffery H. Perkins. The information and views contained in this report were prepared by Harris Williams & Co. (“Harris Williams”). It is not a research report, as such term is defined by applicable law and regulations, and is provided for informational purposes only. It is not to be construed as an offer to buy or sell or a solicitation of an offer to buy or sell any financial instruments or to participate in any particular trading strategy. The information contained herein is believed by Harris Williams to be reliable, but Harris Williams makes no representation as to the accuracy or completeness of such information. Harris Williams and/or its affiliates may be market makers or specialists in, act as advisers or lenders to, have positions in and effect transactions in securities of companies mentioned herein and also may provide, may have provided, or may seek to provide investment banking services for those companies. In addition, Harris Williams and/or its affiliates or their respective officers, directors and employees may hold long or short positions in the securities, options thereon or other related financial products of companies discussed herein. Opinions, estimates and projections in this report constitute Harris Williams’ judgment and are subject to change without notice. The financial instruments discussed in this report may not be suitable for all investors, and investors must make their own investment decisions using their own independent advisors as they believe necessary and based upon their specific financial situations and investment objectives. Also, past performance is not necessarily indicative of future results. No part of this material may be copied or duplicated in any form or by any means, or redistributed, without Harris Williams’ prior written consent. Copyright© 2015 Harris Williams & Co., all rights reserved. PAGE | 9