STRICTLY CONFIDENTIAL
Brown Gibbons Lang & Company
Firm Overview
August, 2014
Mergers & Acquisitions
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Debt & Equity Placements
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Financial Restructurings
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Valuations & Fairness Opinions
CHICAGO
CLEVELAND
BGL Primary Contacts
Cleveland Office
Michael E. Gibbons
Scott T. Berlin
Andrew K. Petryk
Effram E. Kaplan
Kevin H. Sargent
Anthony D. Delfre
Senior Managing Director & Principal,
Co- Founder
o: 216.920.6612
m: 216.244.3469
e: mgibbons@bglco.com
Managing Director & Principal
Metals Group Head
o: 216.920.6642
m: 216.272.1279
e: sberlin@bglco.com
Managing Director & Principal
Industrials Group Head
o: 216.920.6613
m: 216.244.3304
e: apetryk@bglco.com
Managing Director & Principal
Business Services Group Head
o: 216.920.6634
m: 312.961.9134
e: ekaplan@bglco.com
Director & Principal
Industrials Group
o: 216.920.6639
m: 216.533.6028
e: ksargent@bglco.com
Director
Real Estate Group Head
o: 216.920.6615
m: 216.849.4216
e: apetryk@bglco.com
Chicago Office
John R. Tilson
John C. Riddle
Manfred R. Steiner
Managing Director & Principal
Consumer Group Head
o: 312.658.4770
m : 312.961.7756
e: jtilson@bglco.com
Managing Director & Principal
Healthcare Group Head
o: 312.658.4758
m: 312.213.1400
e: jriddle@bglco.com
Managing Director & Principal
Healthcare Facilities Group Head
o: 312.658.4778
m: 312.286.9993
e: msteiner@bglco.com
Global M&A Partners
www.globalma.com
Brown Gibbons Lang & Company
www.bglco.com
Chicago
One Magnificent Mile
980 North Michigan Avenue
Suite 1880
Chicago, IL 60601
p: 312.658.1600
f: 312.368.1988
Argentina
Australia
Austria
Belgium
Bosnia-Herzegovina
Brazil
Canada
Chile
Cleveland
1111 Superior Avenue
Suite 900
Cleveland, OH 44114
p: 216.241.2800
f: 216.241.7417
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China
Colombia
Croatia
Denmark
Finland
France
Germany
Greece
Hong Kong
Hungary
Israel
Italy
Japan
Kenya
Latvia
Luxembourg
Mexico
Netherlands
Norway
Peru
Poland
Romania
Russia
Serbia
Slovenia
South Korea
Spain
Sweden
Switzerland
Turkey
United Kingdom
United States
Leading Investment Banking Advisory Firm
Independent | Middle Market Focused | Deep Industry Expertise | Global Access
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Independent advisory firm not tied to any larger institution,
enabling us to provide sound advice without conflicts of
interest
Core Capabilities
Private
Placements
M&A Advisory
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Focused on the middle market
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Senior bankers with significant experience and tenure;
partners average over 20 years of experience and 10 years
with BGL
•
Domestic reach with offices in Chicago and Cleveland
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Global reach with partners transacting in 50 countries around
the world
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Deep industry experience across many core sectors
Market Positioning
Sell-Side Advisory
General Financial &
Strategic Advice
Acquisitions & Divestitures
Public & Private Mergers
Special Committee Advice
Strategic Partnership &
Joint Venture Formation
Fairness Opinions &
Fair Value Opinions
All Tranches of
Debt & Equity Capital for:
Growth
Sales of Non-Core
Assets or Businesses
Recapitalizations
§363 Auctions
Dividends
Global Access
Middle Market
Focus:

Senior team with broad
experience
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Long-standing commitment
to middle market
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Extensive expertise across
M&A and private capital
transactions
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Deep sector experience
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Tenured relationships with
private equity
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Relationships with large
strategic players

Senior bankers involved in
execution

High success rate on
engaged transactions
Denotes a Global M&A office
Independence
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Balance Sheet
Restructurings
Acquisitions
Global Reach
Deep Transaction
Expertise:
Financial
Restructuring
Committed to the Middle Market
•
Extensive experience and success positioning middle market businesses to optimize the transaction outcome
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Long-standing relationships with strategic players in our core industry verticals:
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A majority of our sell-side transactions involve a strategic buyer
Extensive knowledge of the private financing markets:
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Close relationships within the financial sponsor community
–
Knowledge of the debt markets allows for efficient execution of M&A and financing transactions
Client Ownership
Buyer Composition
Public
14.1%
Service Offering
Financial
39.8%
Private
85.9%
Strategic
(Private)
41.4%
Strategic
(Public)
18.8%
Data shown relates to transactions closed from 2000 - Present
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Financial
Restructuring
14.3%
Private
Placements
10.7%
M&A
Advisory
75.0%
Expert Transaction Execution
Driving Valuations and Delivering Optimal Deal Terms for Our Clients
Closing Valuation vs. Preliminary Valuation Range
• Proven ability to execute highly competitive transaction
processes:
Above Range: 63.2%
Within Range: 27.4%
Below Range (1): 9.4%
For transactions closed from 2006 – 2011
(1) Typically a result of declining company performance or a material change in the
M&A/capital markets
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Perform thorough due diligence upfront
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Optimally position the Company and its key investment
themes
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Maximize value through aggressive, yet reliable and
defensible earnings and cash flow projections
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Unmatched ability to reach the highest probability buyers,
both domestically and internationally
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Leverage BGL’s resources to limit management / business
disruption
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Maintain a competitive bidding process
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Utilize BGL’s proprietary database, tracking buyer behavior
and performance to select the “right” buyers
–
Senior-level commitment and frequent communication with
the shareholders throughout the process
Since 2006, 90% of BGL’s transactions closed at valuations in or above the preliminary valuation range
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Deep Experience In Our Core Industry Verticals
Industrials
• Industrial Distribution
• Industrial Automation
& Controls
• Construction &
Building Products
• Plastics & Packaging
Consumer Products & Retail Services
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• Apparel
• Outdoor &
Recreational Products
• Health & Wellness /
Natural & Organic
• Specialty Retail
• Luxury & Fashion
Rubber Compounding
Specialty Chemicals
Test & Measurement
Automotive Components &
Systems
Healthcare & Life Sciences
• Direct Selling / Multi-Level
Marketing
• Consumer Retail Services
• Personal Care
• Infant/Children Products
• Housewares & Kitchen
Products
• Medical Products &
Equipment
• Biopharmaceuticals
• Diagnostics
• Healthcare IT
Group Head:
Andrew Petryk
Group Head:
John Tilson
Group Head:
John Riddle
Representative Sector Transactions
Representative Sector Transactions
Representative Sector Transactions
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Managed Care
Medical Devices
Healthcare Providers
Research Tools & Services
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Office
Retail
Multi-Family
Student Housing
Senior Management of
has acquired the outstanding
stock controlled by nonmanagement shareholders with
financing provided by
and
Energy & Environmental Services
Group Head:
Effram Kaplan
Energy & Environmental:
• Solid Waste
• Special waste
• EE&C
• E-Waste & Metals Recycling
• Oilfield Services
• Renewables and CleanTech
• Waste-to-Energy (WtE)
Representative Sector Transactions
Metals & Metals Processing
Business Services:
• Business Process Outsourcing
• Litigation Services
• Media, Marketing &
Communications
• Revenue Cycle Mgmt.
• Payment Processing
• Insurance Services
Group Head:
• IT Services
Scott Berlin
• Distribution & Services
Centers
• Precision Processing &
Fabrication
• Pipe & Tube
Manufacturers
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Real Estate
• Entertainment &
Leisure
• Healthcare Facilities
• Industrial
Integrated Mills
Welding
Forging & Stamping
Iron & Steel Foundries
Group Head:
Anthony Delfre
Representative Sector Transactions
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Representative Sector Transactions
BGL’s Sector Focus
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BGL’s sector teams have extensive history and transaction expertise within select industry verticals
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Our senior bankers have experience and long-standing relationships with industry players
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Experience with public and privately-owned clients, both foreign and domestic
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Senior operating advisors to provide further breadth of industry knowledge:
Constant monitoring of and participation within industry provides unique insight and perspective on the industry’s environment and
trends:
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Regular interaction with large and small public and private companies, both domestic and international
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Continual dialog with leading private equity and venture capital firms focused on BGL’s core sectors
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Conference speaking engagements and published work, including semi-annual research and quarterly market updates
Healthcare & Life Sciences Insider Metals & Metals Processing Insider
Plastics & Packaging Insider
Environmental Services Insider
Additional BGL Research Reports Available:
• Industrials Insider
• Business Services Insider
• Consumer and Retail Services Insider
• Automotive Insider
• Building Products Insider
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Middle Market Lender Insider
BGL Has Long-Standing Relationships with, and Significant Knowledge of, the
Private Equity Community
• Strong track record of success selling companies for and to private equity funds
• Regular contact with and feedback from private equity firms regarding investment interests and status of portfolio
companies
• Strong reputation for marketing quality opportunities and maintaining integrity throughout transaction processes
Select Private Equity Clients
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Global M&A Partners
International Presence, Local Expertise
Leading Global Advisory Group
Office Locations
Truly Global
We are present in 35 countries around the world and have a team of
over 200 active dealmakers, supported by 100+ analysts
Core Business: Middle Market M&A
Our advisors provide the M&A and Strategic Advisory services
exclusively to the middle market
Senior Advisors
Our senior advisory team combines transactional insight with access
to resources, and relationships with potential investors
Local Connections in International Markets
“Best in local market” offices in countries across the world have
established relationships with in-country private equity and strategic
firms, allowing us to effectively reach international investors
Global M&A also facilitates transactions by removing cultural and
language barriers
Results
Over the past five years, Global M&A has completed over 1,500
transactions with combined value in excess of $54 billion
BGL has completed over 17 cross border transactions since 2000
Denotes a Global M&A office
The Americas
Europe
Euro
Asia & Asia Pacific
Africa
Argentina
Brazil
Canada
Chile
Colombia
Mexico
Peru
United States
Austria
Belgium
Denmark
Finland
France
Germany
Hungary
Italy
Latvia
Netherlands
Norway
Poland
Russia
Spain
Sweden
Switzerland
Turkey
United Kingdom
Australia
China
Hong Kong
Israel
Japan
South Korea
Kenya
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BGL Has Significant Experience Selling Businesses to Large Domestic and
Foreign Strategic Buyers
has been acquired by
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BGL Has Significant Success Selling Businesses to Leading Private Equity Firms
(Inland Marine Transportation)
United
United
Fixtures
CFixtures
O M P AN Y
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BGL Has Vast Experience in All Types of Equity and Debt Financing
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BGL Senior Banker Biographies
The BGL Senior Team
Michael E. Gibbons
Founder, Senior Managing
Director & Principal
Founder of Brown Gibbons Lang & Company
Leads BGL’s cross-border relationships with the firm’s Global M&A partners, and provides an active senior role to client
engagements and business development opportunities
• Former president and CEO of Underwood, Neuhaus & Company, a leading regional securities and investment banking firm in
Houston, Texas focused on the Oil & Gas sector, and a senior vice president at McDonald & Company Securities, Inc.
• Currently serves on the Board of Directors of Associated Estates Realty Corporation (NYSE: AEC) and Preformed Line
Products Company (NasdaqGS: PLPC)
• B.S., cum laude, Economics and Political Science, Kenyon College
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Andrew K. Petryk
Managing Director &
Principal; Head of
Industrials Practice
Scott T. Berlin
Managing Director
& Principal; Head of
Metals and Metals
Processing Practice
M.S., Management, Case Western Reserve University
J.D., Cleveland State University
Joined BGL in 1996
• Over 20 years of investment banking and corporate finance experience
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Head of BGL’s Industrials Sector Team
Prior experience in private equity, corporate finance, institutional sales, and public accounting
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Worked in the structured finance group with Key Bank and started his career at Ernst & Young (currently a non-practicing
C.P.A.)
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Formerly the President of the Association for Corporate Growth (“ACG”) – Cleveland Chapter
B.S., Miami University
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M.B.A., Case Western Reserve University Weatherhead School of Management
Joined BGL in 1997
• Leads the firm’s Metals and Metals Processing sector practice with over a decade of experience within various industry
segments
• Prior experience as a lending officer in the Middle-Market Group at the Northern Trust Company in Chicago
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Serves on the board of directors of Hallmark Financial Services, Inc. (NASD:HALL), E Prep Schools in Cleveland, Ohio, and the
Cleveland Zoological Society
B.S., Miami University
• M.B.A., Case Western Reserve University Weatherhead School of Management
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The BGL Senior Team
John R. Tilson
Managing Director &
Principal; Head of
Consumer and Retail
Services Practice
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Joined BGL in 2004 and has over 20 years of investment banking and corporate finance experience
Head of both BGL’s and Global M&A Partners’ Consumer and Retail Services teams
Prior to joining BGL, served as a Managing Director at Duff & Phelps LLC and a Managing Director at Banc One Capital
Markets (now JP Morgan Chase & Co.)
Former Managing Director at First Chicago Capital markets, founding the Detroit office for the firm in 1996
Began his investment banking career in 1990 with American National Bank & Trust Company, a subsidiary of First National
Bank of Chicago
• B.S., University of Illinois
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Effram E. Kaplan
Managing Director &
Principal; Head of Business
Services Practice
Leads the firm’s investment banking activities in the Business Services sector
• Over 15 years of investment banking and corporate finance experience
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Clients include both leading private equity groups and private companies
Has spent over a decade focused on various segments within the business services industry
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Prior to joining BGL, was an Associate at Key Capital Markets’ and prior to, held management consulting positions at Arthur
Andersen and Cap Gemini
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B.S., Miami University
M.B.A., The University of Chicago Booth School of Business
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John C. Riddle
Managing Director &
Principal; Head of
Healthcare & Life Sciences
Practice
M.B.A., Kellogg School of Management at Northwestern University
Leads the firms investment banking activities in the Healthcare and Life Sciences sector
Over 20 years of investment banking and capital markets experience, advising clients across a broad spectrum of mergers
and acquisitions, capital markets activities, and strategic advisory assignments
• Before joining BGL, he was a Managing Director at GCA Savvian Advisors and a Managing Director at Dresner Partners
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Previously was Director of Corporate Development at Teliconics, Inc.
Began his career in 1990 with Continental Bank, prior to its acquisition by Bank of America.
B.A., Wabash College
M.B.A., The University of Chicago Booth School of Business
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The BGL Senior Team
Manfred R. Steiner
Managing Director &
Principal, Head of
Healthcare Transaction
Advisors
Partner in the Healthcare Group and leads BGL’s Hospitals and Health Systems practice
Extensive experience providing corporate finance advisory services to hospitals, health systems, and allied facility-based and
clinical services, as well as broad experience across the provider-based spectrum
• Before joining BGL, served as a Managing Director in the Financial Advisory Group at Huron Healthcare
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Prior to Huron, he was a Principal at Wellspring Partners
Previously held senior positions at Valuation Counselors and Price Waterhouse
B.S., cum laude, Babson College
• M.B.A., The University of Chicago Booth School of Business
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Anthony D. Delfre
Managing Director, Head
of BGL Real Estate Practice
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Over 19 years of experience in real estate and consulting, including work with corporations, endowments and high net worth
individuals
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Lead Financial Consultant to the National Basketball Players Association (NBPA) for eight years, conducting the Financial
Awareness Program meeting for all thirty NBA teams
In 2007, formed his own business and real estate consulting firm, which provides services in lending/ refinancing of projects;
analysis of grants, incentives and tax credits; and coordination of professionals engaged in a project’s needs including legal,
accounting, general contracting, etc.
• B.S.B.A., Finance and Marketing, Ohio University
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Kevin H. Sargent
Director & Principal
Nearly 15 years of investment banking and corporate finance transaction experience
Prior to joining BGL in 2003, spent five years with KeyBanc Capital Markets (formerly known as McDonald Investments),
where he worked on mergers and acquisitions, private placements, and public equity offerings across several industries
• Began his career as a research analyst specializing in macroeconomics and monetary policy for the Federal Reserve Bank of
Cleveland
• B.S., cum laude, Miami University
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Cleveland
Chicago
1111 Superior Avenue
Suite 900
Cleveland, OH 44114
One Magnificent Mile
980 N. Michigan Avenue
Suite 1880
Chicago, IL 60611
Phone: 216.241.2800
Fax: 216.241.7417
Phone: 312.658.1600
Fax: 312.368.1988
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