CHEMICALS AND SPECIALTY MATERIALS INDUSTRY UPDATE │ JUNE 2015 www.harriswilliams.com Investment banking services are provided by Harris Williams LLC, a registered broker-dealer and member of FINRA and SIPC, and Harris Williams & Co. Ltd, which is authorised and regulated by the Financial Conduct Authority. Harris Williams & Co. is a trade name under which Harris Williams LLC and Harris Williams & Co. Ltd conduct business. CHEMICALS AND SPECIALTY MATERIALS INDUSTRY UPDATE │ JUNE 2015 CHEMICALS AND SPECIALTY MATERIALS INDUSTRY UPDATE CONTENTS INTRODUCTION Harris Williams & Co. is pleased to present its chemicals and specialty materials industry update for June 2015. This report provides commentary and analysis on current market trends and merger and acquisition dynamics within the global chemicals and specialty materials industry. With favorable fundamentals and supportive debt and equity capital markets, we expect M&A activity in the chemicals and specialty materials market to remain strong throughout 2015. Both strategic and financial buyers are eager to capitalize on high-quality opportunities. 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 chemicals and specialty materials industry. Our significant experience covers a broad range of business models, market segments, and applications. Business Types End Markets Manufacturers Distributors Outsourced Solutions Other Service Providers Aerospace Agricultural Automotive Consumer Industrial Life Sciences Oil & Gas Other Applications Adhesives, Sealants, & Elastomers Aerosols Cleaning & Preparation Films Paints & Coatings Water Treatment Other WHAT WE’RE READING ECONOMIC UPDATE 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 John Lautemann Vice President jlautemann@harriswilliams.com +1 (804) 887-6081 HARRIS WILLIAMS & CO. DEAL SPOTLIGHT Commonwealth Laminating a portfolio company of and has been acquired by Harris Williams & Co. advised Commonwealth Laminating, Inc. a portfolio company of Fenway Partners and Transportation Resource Partners, on its sale to Eastman Chemical. Commonwealth Laminating engages in the manufacturing and marketing of solar control window films. DuBois a portfolio company of has been acquired by The firm also advised DuBois, a portfolio company of The Riverside Company, on its sale to Aurora Capital Group. DuBois is a leading provider of value-added specialty chemical solutions and services to the Industrial, Transportation, Pulp & Paper, and Water industries. www.harriswilliams.com PAGE | 1 CHEMICALS AND SPECIALTY MATERIALS INDUSTRY UPDATE │ JUNE 2015 WHAT WE’RE READING U.S. CHEMICAL DISTRIBUTOR UNIVAR VALUED AT $3 BILLION IN IPO Reuters 6/17/2015 Univar, one of the largest chemical distributors in North America, priced its initial public offering at $22 per share on Wednesday, valuing the U.S. chemical distributor at roughly $3 billion. CVC Capital Partners took a majority stake in the company in October 2007 and Clayton, Dubilier & Rice (CD&R) picked up a 42.5% stake in September 2010. The IPO raised $770 million, after the initial public offering of 35 million shares was priced at the top end of the expected price range. Univar said it would sell 20 million shares and CVC Capital Partners will sell 15 million shares. CD&R is not selling into the IPO. Read the full article here. INVESTMENT IN U.S. CHEMICALS INDUSTRY RISES Financial Times 6/14/2015 Planned investments in the U.S. chemicals industry have continued to rise this year in spite of the fall in oil prices, pointing to a surge in capacity by the end of the decade. Companies have announced nearly 250 investment projects worth a total of $145 billion, up from $136 billion at the end of 2014 and about $90 billion a year ago, according to the American Chemical Council. The drop in crude prices is a potential threat to U.S. producers of bulk chemicals because their feedstocks are typically tied to gas prices, whereas they compete against firms in Asia and Europe that use feedstocks based on oil. Nevertheless, investment continues in the U.S. Read the full article here. U.S. CHEMICALS COMPANIES THRIVE ON SHALE BOOM’S CHEAP GAS Financial Times 6/14/2015 U.S. chemical companies’ fortunes have been transformed by the shale gas boom, which is providing them with a flood of cheap energy and raw materials for their products. The question executives are now grappling with is how best to take advantage of this market transformation strategically. In the meantime, activist investors are targeting the largest companies in the sector for restructuring, citing the potential to unlock value by dismantling unfocused conglomerates. Experts anticipate continued organizational realignments and specialization efforts to thwart such activist activity. Read the full article here. CHEMICAL REGULATION BILL CLEARS FIRST HOUSE HURDLE AAAS1 6/4/2015 The U.S. House of Representatives began the process of updating the nation’s decades-old framework for testing and regulating industrial chemicals. A key House committee unanimously approved a measure to ease the EPA’s ability to enforce the Toxic Substances Control Act (TSCA) of 1976, just weeks after lawmakers added provisions to address environmental and public health groups’ concerns. The bill still wouldn’t change the law as extensively as a similar U.S. Senate proposal, but it—along with the Senate measure—will likely face additional debate and revisions spurred on especially by outside advocacy groups. Read the full article here. MANAGING SPECIALTIES: INNOVATING AHEAD OF THE CURVE IHS Chemical Week 6/1/2015 Innovation and customer intimacy are key priorities for specialty chemical companies as they try to maintain margins. Pressure is coming from the ever-smaller window for new, high-margin products and the mixed impact of low energy costs. Working closely with customers is now seen as an even more important way to preserve value. Read the full article here. 1) American Association for the Advancement of Science. PAGE | 2 CHEMICALS AND SPECIALTY MATERIALS INDUSTRY UPDATE │ JUNE 2015 ECONOMIC UPDATE GDP (Quarter-Over-Quarter Growth) GROSS DOMESTIC PRODUCT 3% U.S. Real GDP remained relatively flat from Q4 2014 to Q1 2015 but increased ~3.5% on a year-over-year basis. Harsh winter weather, a strong dollar, and a slowdown in shipping resulting from labor disputes at West Coast ports all contributed to the flat quarter-over-quarter performance. EU-28 Seasonally adjusted GDP in the EU-28 for Q1 2015 rose by ~2.0% quarter-over-quarter, with ~4.0% year-over-year growth. 2% 1% 0% (1%) (2%) 10 11 12 U.S. OIL & NATURAL GAS The benchmark natural-gas price soared to a nearly four-month high in May, bolstered by rising demand from power generators that are pivoting away from coal. Nevertheless, natural gas prices remain well below the ten-year average of $5.57 due to oversupply. $150 $12 $120 $8 $90 $60 $4 $30 $0 $0 Brent Crude Oil CHEMICAL MANUFACTURING PRODUCERS PRICE INDEX Following an extended trend of increasing prices, the chemical manufacturing producers price index declined from mid-2014 to early 2015, driven by lower oil prices as well as other reduced costs for various inputs. However, recent stability in supply / demand conditions led to the index increasing 1.0% from April to May, the first uptick since October 2014. 15 Oil & Natural Gas Price Trends Brent Crude Oil ($/bbl) Global oil prices have risen between 20% and 25% since February 2015 on signs that increasing demand ahead of the peak U.S. driving season could ease a supply glut. Prices, however, remain more than 40% lower than they were at this time last year. 14 EU-28 U.S. Nat Gas ($/MMBTU) 13 U.S. Nat Gas Chemical Manufacturing Producer Price Index (PPI) 280 260 240 220 10 CHEMICAL CAPACITY UTILIZATION In the midst of relatively low feedstock costs and improving demand, capacity utilization in the chemicals industry increased approximately 300 basis points from January 2014 to February 2015. 11 12 13 14 15 Chemical Capacity Utilization (% of Total Capacity) 80% 78% 76% Over the past month, the value of chemical shipments has moderated, leading to a slight reversal in capacity utilization. Given the longer-term trend toward rising utilization, coupled with continued supportive conditions, major chemical producers are expected to add new capacity over the near- to mid-term. 74% 72% 70% 10 11 12 13 14 PAGE | 3 15 CHEMICALS AND SPECIALTY MATERIALS INDUSTRY UPDATE │ JUNE 2015 PUBLIC COMPARABLES As of June 18, 2015 ($ in millions, except per share amounts) Stock Performance Diversified BASF SE Current % of Price LTM High 3-Year Free Cash Revenue Mkt Cap TEV CAGR 2015E Revenue EBITDA Price / Earnings Margin 2015E 2016P LTM TEV / EBITDA1 2015E 2016P Flow Net Debt/ Conversion2 EBITDA $82.37 84.7% $86,359 $102,925 0.0% $75,655 $10,918 14.4% 14.5x 13.3x 8.8x 8.1x 7.7x 43.7% 1.3x E. I . du Pont de Nemours and Company 70.15 87.0% 63,502 70,436 1.5% 33,172 6,837 20.6% 17.6x 15.6x 11.8x 10.2x 9.7x 62.1% 1.0x The Dow Chemical Company 53.59 97.5% 61,783 80,719 (1.0%) 52,188 9,023 17.3% 17.7x 15.1x 8.8x 8.9x 8.3x 54.3% 1.5x Eastman Chemical Co. 80.37 90.3% 11,973 19,531 9.8% 10,414 2,266 21.8% 11.2x 10.4x 9.0x 8.6x 8.2x 72.2% 3.3x Celanese Corporation 71.38 99.4% 10,938 13,064 0.8% 6,126 1,478 24.1% 12.4x 11.7x 9.9x 8.8x 8.5x 34.8% 1.2x 10,871 0.2% 5,593 1,147 20.5% 17.5x 14.8x 14.0x 9.5x 8.7x 68.6% 2.0x Ashland I nc. 127.22 96.1% 8,597 FMC Corp. 55.81 73.8% 7,453 9,440 10.7% 3,812 802 21.0% 16.8x 13.6x 11.7x 11.8x 9.8x 75.5% 2.4x Albemarle Corporation 59.64 78.2% 6,691 10,580 (3.9%) 3,766 954 25.3% 15.2x 14.1x 12.3x 11.1x 10.4x 71.6% 3.9x Clariant AG 19.20 88.5% 6,688 8,068 3.2% 5,871 854 14.6% 17.0x 14.7x 8.6x 8.7x 8.1x 59.7% 1.4x Median 88.5% 0.8% 20.6% 16.8x 14.1x 9.9x 8.9x 8.5x 62.1% 1.5x Mean 88.4% 2.4% 20.0% 15.6x 13.7x 10.6x 9.5x 8.8x 60.3% 2.0x Coatings PPG I ndustries, I nc. $117.81 99.0% $32,027 $35,576 5.1% $15,765 $2,675 17.0% 20.7x 18.2x 14.5x 13.3x 12.3x 76.4% 1.3x 283.51 96.3% 26,419 28,886 8.3% 11,860 1,811 15.3% 25.2x 21.6x 19.2x 16.0x 14.2x 85.8% 1.4x 67.47 89.4% 18,949 22,155 (0.8%) 14,887 2,060 13.8% 16.9x 15.7x 10.9x 9.4x 8.9x 66.3% 1.1x The Valspar Corporation 85.79 94.4% 6,894 8,534 4.3% 4,470 733 16.4% 18.5x 15.9x 12.0x 11.7x 10.6x 84.2% 2.2x RPM I nternational I nc. 50.46 97.1% 6,722 8,309 8.7% 4,803 642 13.4% 19.5x 17.6x 14.6x 12.9x 11.4x 84.7% 2.5x The Sherw in-Williams Company Akzo Nobel NV Median 96.3% 5.1% 15.3% 19.5x 17.6x 14.5x 12.9x 11.4x 84.2% 1.4x Mean 95.2% 5.1% 15.2% 20.1x 17.8x 14.2x 12.6x 11.4x 79.5% 1.7x Chemical Distribution & Services Brenntag AG $52.39 88.2% $9,239 $10,991 4.8% $10,833 $847 7.8% 18.7x 17.5x 12.9x 11.4x 10.8x 86.3% 1.8x I MCD N.V. 32.65 87.8% 1,960 2,255 16.5% 1,570 135 8.6% 18.6x 15.9x 17.5x 14.6x 12.5x 96.9% 1.9x Quaker Chemical Corporation 87.99 94.0% 1,173 1,190 3.8% 770 99 12.9% 20.8x 18.6x 12.4x 12.0x 11.1x 86.9% 0.1x Aceto Corp. 25.52 98.3% 743 815 6.7% 586 N/A N/A 21.6x NA 13.6x NA NA 98.2% N/A Median 91.1% 5.8% 16.8% 19.7x 17.5x 13.3x 12.0x 11.1x 91.9% 1.8x Mean 92.1% 8.0% 9.8% 19.9x 17.3x 14.1x 12.7x 11.4x 92.1% 1.3x Agricultural Monsanto Company $114.45 88.9% $54,490 $60,094 9.7% $15,978 $5,002 31.3% 19.5x 16.5x 14.0x 12.0x 11.0x 75.7% 1.1x 398.30 91.5% 39,759 42,039 4.4% 14,291 2,841 19.9% 23.8x 20.9x 13.4x 14.8x 13.3x 79.2% 0.7x Potash Corporation of Saskatchew an I nc. 37.83 80.3% 25,894 30,036 (7.7%) 6,436 3,064 47.6% 16.3x 14.4x 9.7x 9.8x 8.9x 60.2% 1.3x The Mosaic Company 45.03 83.7% 16,442 17,765 (3.0%) 9,732 2,394 24.6% 13.5x 12.2x 7.7x 7.5x 6.9x 61.9% 0.5x 127.45 87.0% 14,957 19,014 1.7% 16,394 2,247 13.7% 13.9x 11.9x 11.1x 8.5x 7.5x (26.7%) 1.7x 11.24 63.8% 856 905 367 104 28.2% 63.2x 32.1x 8.2x 8.7x 7.6x 65.2% 0.5x Syngenta AG Agrium I nc. I ntrepid Potash, I nc. (3.4%) Median 85.3% (0.6%) 26.4% 17.9x 15.5x 10.4x 9.3x 8.2x 63.6% 0.9x Mean 82.5% 0.3% 27.6% 25.0x 18.0x 10.7x 10.2x 9.2x 52.6% 1.0x 1.6x Specialty Materials Compagnie de Saint-Gobain S.A. Ev onik I ndustries AG Solv ay SA $40.45 91.1% $26,101 $34,806 (0.8%) $42,692 $4,422 10.4% 15.8x 13.2x 7.7x 6.9x 6.3x 64.3% 33.88 93.6% 18,021 17,374 (4.0%) 13,779 2,339 17.0% 15.1x 14.6x 8.0x 6.5x 6.3x 41.4% NM 126.35 89.5% 11,968 13,895 10.7% 10,767 1,931 17.9% 16.4x 14.2x 7.1x 6.3x 5.9x 43.2% 0.7x Av ery Dennison Corporation 62.62 98.7% 5,700 6,681 2.9% 6,088 712 11.7% 18.8x 16.5x 10.0x 9.4x 8.8x 79.9% 1.4x PolyOne Corporation 40.03 92.4% 3,570 4,456 12.5% 3,698 461 12.5% 18.6x 15.4x 12.6x 9.7x 8.6x 74.5% 1.9x Rogers Corporation 70.60 83.1% 1,315 1,301 3.8% 712 N/A 18.0x 15.4x 10.1x NA NA 72.0% N/A N/A Median 91.7% 3.3% 12.5% 17.2x 15.0x 9.0x 6.9x 6.3x 68.1% 1.5x Mean 91.4% 4.2% 13.9% 17.1x 14.9x 9.2x 7.8x 7.2x 62.5% 1.4x Overall Median 89.9% 3.5% 17.0% 17.6x 15.4x 11.4x 9.6x 8.9x 71.8% 1.4x Overall Mean 89.5% 3.5% 19.3% 19.1x 15.9x 11.4x 10.2x 9.4x 66.6% 1.5x 1) 2) TEV / EBITDA multiples may be inflated due to post-Q1 acquisitions in which non-public EBITDA contributions have not been incorporated by CapIQ. Free cash flow conversion defined as EBITDA less capital expenditures divided by EBITDA. PAGE | 4 CHEMICALS AND SPECIALTY MATERIALS INDUSTRY UPDATE │ JUNE 2015 PUBLIC MARKETS OVERVIEW 3-YEAR REVENUE CAGR (2011 – 2014) 3-YEAR EBITDA CAGR (2011 – 2014) Agricultural Agricultural 0.3% AVERAGE EBITDA MARGIN (2015E) 20.0% 15.2% 92.1% 27.6% 52.6% Agricultural 13.9% 62.5% Spe cialty Materials TOTAL ENTERPRISE VALUE / 2015E EBITDA NET DEBT / 2015E EBITDA 9.5x 12.6x Coatings Che mical Distribution & Servic es 12.7x Che mical Distribution & Servic es 10.2x Agricultural 2.0x Diversified Coatings 1.7x 1.3x 1.0x Agricultural 7.8x Specialty Materials 79.5% Coatings Che mical Distribution & Servic es Agricultural Diversifie d 60.3% Diversified 9.8% Spe cialty Materials 16.9% FREE CASH FLOW CONVERSION (2015E) Diversified Coatings (7.4%) Spe cialty Materials 4.2% Che mical Distribution & Servic es 15.5% Chemical Distribution & Services 8.0% Chemical Distribution & Services Spe cialty Materials 11.5% Coatings 5.1% Coatings 10.4% Diversified 2.4% Diversified 1.4x Spe cialty Materials PUBLIC COMPARABLES (MEDIAN TEV / LTM EBITDA) Median Current 3-Year 5-Year 16x 9.9x 8.8x 8.5x Coatings 14.5x 11.8x 10.4x Chemical Distribution & Services 13.3x 10.3x 9.3x Agricultural 10.4x 9.7x 11.2x 9.0x 8.1x 7.6x 10.4x 9.7x 9.3x Diversified 14x Specialty Materials Total 12x 10x 8x 6x 4x Jun-10 Jun-11 Diversified Coatings Jun-12 Jun-13 Chemical Distribution & Services Jun-14 Agricultural Jun-15 Specialty Materials PAGE | 5 CHEMICALS AND SPECIALTY MATERIALS INDUSTRY UPDATE │ JUNE 2015 M&A TRANSACTIONS Closed Date Target 6/11/2015 I VC I ndustrial Coatings, (Announced) I nc. Target Business Description I VC I ndustrial Coatings, I nc. manufactures and distributes pow der, liquid, and specialty coating products for commercial and consumer applications w orldw ide. Acquirer PPG I ndustries, I nc. 6/1/2015 Citadel Plastics Citadel Plastics Holdings, I nc. is a holding company w hich through its A. Schulman, I nc. subsidiaries manufactures and distributes thermoplastic compounds and thermoset resins. 6/1/2015 Quest Automotiv e Products and Quest I ndustrial Products Quest Specialty Chemicals, I nc.'s Performance Coatings Businesses manufacture automotiv e refinish and industrial coatings. The Valspar Corporation The M. F. Cachat Company is engaged in the marketing and distribution of specialty chemical products. I MCD Group B.V. 5/11/2015 The M. F. Cachat (Announced) Company 4/27/2015 Royal Adhesiv es & Sealants, LLC Royal Adhesiv es & Sealants, LLC manufactures and markets adhesiv es, sealants, encapsulants, and polymer coatings. American Securities 4/15/2015 Caplugs, LLC Caplugs, LLC manufactures and sells plastic product protection products. Berw ind Corporation 4/8/2015 Zep, I nc. Zep I nc. produces and markets cleaning and maintenance chemicals, along w ith related products and serv ices for the commercial, industrial, and institutional markets in North America and Europe. New Mountain Capital, LLC 3/27/2015 The Dow Chemical The Dow Chemical Company's Chlor-Alkali and Dow nstream Deriv ativ es Olin Corp. Company, Chlor-Alkali Businesses produce chlor-alkali and dow nstream deriv ativ es. and Dow nstream Deriv ativ esServ Businesses U.S. Water ices, I nc. U.S. Water Serv ices, I nc. prov ides chemicals and equipment for w ater ALLETE, I nc. management and treatment to industrial customers in North America. 2/10/2015 2/9/2015 Charter NEX Films I nc. Charter NEX Films I nc. engages in engineering, extruding, and manufacturing monolayer, coextruded, and barrier blow n films for packaging applications. Pamplona Capital Management 2/2/2015 ANGUS Chemical Company ANGUS Chemical Company manufactures and distributes nitroalkanes and their deriv ativ es. Golden Gate Capital 2/2/2015 Bostik, I nc. Bostik, I nc. designs, manufactures, and markets adhesiv es and sealants for industrial, construction, and consumer markets in the United States. Arkema S.A. 1/12/2015 Rockw ood Holdings, I nc. Rockw ood Holdings, I nc. dev elops, manufactures, and markets v arious specialty chemicals for industrial and commercial applications primarily in Germany, the United States, and Europe. Albemarle Corporation 12/18/2014 Q Holding Co. Q Holding Co. manufactures highly engineered elastomeric components for use in medical, automotiv e, and industrial applications. 3i Group plc 12/11/2014 Commonw ealth Laminating & Coating, I nc. Commonw ealth Laminating & Coating, I nc. manufactures and markets Eastman Chemical Co. solar control w indow films, industrial coatings, adhesiv es, and laminates. 12/5/2014 Taminco Corporation Taminco Corporation, together w ith its subsidiaries, produces and distributes alkylamines and alkylamine deriv ativ es in the United States, Belgium, and internationally. Eastman Chemical Co. 12/1/2014 Solv ay USA I nc. (Eco Serv ices business) Solv ay's Eco Serv ices business offers research and dev elopment serv ices and produces of chemicals and plastics. CCMP Capital Adv isors, LLC PAGE | 6 CHEMICALS AND SPECIALTY MATERIALS INDUSTRY UPDATE │ JUNE 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 at www.harriswilliams.com/industries. Aerospace, Defense & Government Services Building Products & Materials Business Services Consumer Energy & Power Healthcare & Life Sciences Industrials Specialty Distribution Technology, Media & Telecom Transportation & Logistics HARRIS WILLIAMS & CO. 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SOURCES American Association for the Advancement of Science Bureau of Economic Analysis Bureau of Labor Statistics Business Standard Capital IQ Federal Reserve Economic Research & Data Financial Times IHS Chemical Week Reuters DISCLOSURES Harris Williams & Co. (www.harriswilliams.com) is a preeminent middle market investment bank focused on the advisory needs of clients worldwide. The firm has deep industry knowledge, global transaction expertise, and an unwavering commitment to excellence. Harris Williams & Co. provides sell-side and acquisition advisory, restructuring advisory, board advisory, private placements, and capital markets advisory services. Investment banking services are provided by Harris Williams LLC, a registered broker-dealer and member of FINRA and SIPC, and Harris Williams & Co. Ltd, which is authorised and regulated by the Financial Conduct Authority. Harris Williams & Co. is a trade name under which Harris Williams LLC and Harris Williams & Co. 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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 | 8