HVACR Q1 2018 - Capstone Headwaters

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HVACR Q1 2018 - Capstone Headwaters
HVACR
                                   Q1 2018
TABLE OF CONTENTS                  HIGHLIGHTS
 M&A Overview
 Why Owners Liquidate              Total value of HVACR transactions in North America during 2017 was the
 Subsector Activity                 highest in over 25 years
 Select Transactions
 Case Study                        Actual number of HVACR transactions in North America in 2017 was the
 Firm Track Record                  lowest since 2002

CONTRIBUTORS                        Middle-market transactions > $50 million in enterprise value (EV) are trading
                                     in the 7.25-10x of EBITDA and are based on the highly engineered product
Len LaPorta
Managing Director
203-813-3880 x203                   Global consolidation in the HVACR sector continues to be pronounced with
llaporta@capstoneheadwaters.com      an estimated 117 deals were announced or completed in 2017
Hilary Morrison
Vice President
917-763-0121
hmorrison@capstoneheadwaters.com

www.capstoneheadwaters.com                                                                             January 2018
HVACR Q1 2018 - Capstone Headwaters
HVACR | Q1 2018

M&A OVERVIEW
Global HVACR Market estimated to reach $122.0 billion by 2020

Global 2017 Deal Volume by Subsector

                                              Distributor                                   There have been an estimated 117 deals announced or
       16.0%        13.6%       2.5%
                                              Cooling                                        completed in 2017 within the HVACR sector.
                                    4.9%
                                              Heating
                                                                                            Refrigeration/Cooling Equipment has been the dominant
 12.3%                                        HVAC Equipment                                 subsector in terms of transactions, representing roughly 20.0%
                                              Industrial Heat/Cooling                        of 2017 deals.
                            14.8%
                                              Refrigeration/Cooling Equipment
                                                                                            Transactions within the Industrial Heating and Ventilation/Air
     19.8%                                    Services                                       Filtration subsectors also accounted for a large share of the
                    16.0%                                                                    consolidation, each representing 16.0% of all the deals within
                                              Ventilation/Air Filtration
                                                                                             the space.

Global 2017 Deal Volume by Deal Class
                                                                                            By deal class, corporate buyers of HVACR companies were most
             2.5%                                                                            active in 2017.
                                            Corporate
                                                                                            The largest deal with disclosed financials was Cheung Kong’s
                                            Private Equity
                                                                                             acquisition of Reliance Home Comfort, a provider of residential
                                            Individual                                       and commercial energy saving services, for $3.6 billion.
     37.0%
                                                                                            Nibe continued to be an active acquirer during the year as the
                       60.5%                                                                 company continues its focus on adding brand names to its
                                                                                             portfolio.

                                                                                            Private equity buyers represented 37.0% of HVACR transactions
                                                                                             in 2017 with notable transactions including Lindsay Goldberg’s
                                                                                             acquisition of Big Ass Fans for $500.0 million and Warburg
                                                                                             Pincus’ acquisition of Service Logic for $315.0 million.
                                       Chart sources: Capital IQ and The Freedonia Group                                                                       2
HVACR Q1 2018 - Capstone Headwaters
HVACR | Q1 2018

M&A OVERVIEW (CONTINUED)
Global Middle Market HVACR M&A Activity

 Of the transactions with disclosed financial metrics, deal volumes have been the highest for HVACR companies trading at less than $25 million.
 Both 2007 and 2008 were “boom” years for all middle market transactions across deal size.

                                             Enterprise Value
HVACR Q1 2018 - Capstone Headwaters
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 M&A OVERVIEW (CONTINUED)
 HVACR Activity During M&A Cycles
                                                                                                                       M&A Deal Volume: North America
                                                                                                                  For the Years Ended December 31, 1990 - 2017
 M&A markets tend to follow economic
  cycles with upswings of approximately                                                                              8 Years                                              5 Years                                            8+ Years
                                                                      20,000                                                                                                                                                                                         $3,000
  5-8 years followed by downturns of

                                             Number of Transactions
  roughly 2-3 years.

                                                                                                                                                                                                                                                                                   US Dollars (in Billions)
                                                                                                                                                                                                                                                                     $2,500

                                                                      15,000                                                                                                                                                                                         $2,000
 Participants are cautiously optimistic
  expecting good times to continue, with                                                                                                                                                                                                                             $1,500
  neither vast a upswing nor a
  catastrophic decline.                                               10,000                                                                                                                                                                                         $1,000

                                                                                                                                                                                                                                                                     $500

                                                                       5,000                                                                                                                                                                                         $0

                                                                               2017F
                                                                                1990
                                                                                1991
                                                                                1992
                                                                                1993
                                                                                1994
                                                                                1995
                                                                                1996
                                                                                1997
                                                                                1998
                                                                                1999
                                                                                2000
                                                                                2001
                                                                                2002
                                                                                2003
                                                                                2004
                                                                                2005
                                                                                2006
                                                                                2007
                                                                                2008
                                                                                2009
                                                                                2010
                                                                                2011
                                                                                2012
                                                                                2013
                                                                                2014
                                                                                2015
                                                                                2016
                                                                                                                     HVACR M&A Deal Volume: North America
                                                                                                                    For the Years Ended December 31, 1990 - 2017
 There was a downtick in HVACR deal                                     80                                              8 Years                                                  5 Years                                                  8+ Years
  activity in 2017, possibly reflecting
                                                                         70
  quality HVACR companies being in short
                                             Number of Transactions

  supply following abundant activity.                                    60

                                                                         50
 In addition, the prior wave of HVACR
  consolidation occurred in 2012/2014,                                   40
  suggesting     acquisitions have largely
                                                                         30
  completed their transition under new
  parents, freeing companies to focus                                    20
  more on gaining market share and also
                                                                         10
  raising the intensity of the competitive
  landscape for smaller players.                                          0
                                                                               1990
                                                                                      1991
                                                                                             1992
                                                                                                    1993
                                                                                                           1994
                                                                                                                  1995
                                                                                                                         1996
                                                                                                                                1997
                                                                                                                                       1998
                                                                                                                                              1999
                                                                                                                                                     2000
                                                                                                                                                            2001
                                                                                                                                                                   2002
                                                                                                                                                                          2003
                                                                                                                                                                                 2004
                                                                                                                                                                                        2005
                                                                                                                                                                                               2006
                                                                                                                                                                                                      2007
                                                                                                                                                                                                             2008
                                                                                                                                                                                                                    2009
                                                                                                                                                                                                                           2010
                                                                                                                                                                                                                                  2011
                                                                                                                                                                                                                                         2012
                                                                                                                                                                                                                                                2013
                                                                                                                                                                                                                                                       2014
                                                                                                                                                                                                                                                              2015
                                                                                                                                                                                                                                                                     2016
                                                                                                                                                                                                                                                                            2017
                                                                                                                                                                                    Note: No transaction value provided for undisclosed deals
                                                                                                                                                                                                                           Source: Capital IQ                                                                 4
HVACR Q1 2018 - Capstone Headwaters
HVACR | Q1 2018

WHY OWNERS LIQUIDATE: DRIVING FACTORS

     Age                                              Cash Flow Needs
     Health                                           Capital Needs
     Successor                                        Key Employee Risks
     Family Issues                                    Key Customer Risks
     Liquidity                                        Cost Issues
     Diversification                                  Competitive Pressures
     Estate Planning                                  Inability to Address
     Partner Conflict      Personal     Business       Opportunity
     Unsolicited Offer

                           Environment   Industry

     Policy Changes
     Regulatory Risk                                Structural Changes
     Benefit Complexity                             Disintermediation
     Market Conditions                              Commodification

                                                                                5
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ACTVITY BY SUBSECTOR

 H
          Within the Heating/Industrial Heating subsector, 17 deals were announced or completed in 2017, representing 21.0% of HVACR deal flow.
          Notable transactions include:
            Spirax-Sarco Engineering’s acquisition of Chromalox for $415.0 million, or 2.2x revenue and 10.9x EBITDA.
            Chart Industries’ acquisition of Hudson for $41.0 million or 2.0x revenue and 10.0x EBITDA. The company complements Chart's Energy &
                Chemicals segment with the addition of its Fin-Fan brand and other ACHXs, which broaden E&C's end market diversity from primarily
                LNG, industrial and natural gas to include HVAC, petrochemical and power generation.
            Electrolux’s acquisition of Kwikot for $246.0 million or 3.2x revenue. The acquisition broadens Electrolux home comfort product range
                and offers a strong platform for growth opportunities in Africa.

 V
          Within the Ventilation/Air Filtration subsector, there were 13 deals announced or completed in 2017, representing 16.0% of HVACR deal flow.
          Notable transactions include:
            Groupe SFPI’s acquisition of JKF Industries for $1.1 billion. The acquisition strengthened Groupe SFPI's NEU air handling unit.
            Volution Group’s acquisition of VoltAir Systems for $11.0 million, or 1.3x revenue and 6.6x EBITDA. VoltAir strengthens Volutions Group’s
                market position in the Nordic region.

AC        Within the Air Conditioning/Cooling subsector, two pure play deals were announced or completed in 2017, representing 2.5% of HVACR
          deal flow.
            Notable transactions include Lindsay Goldberg’s acquisition of Big Ass Fans for $500.0 million or 2.1x revenue.

 R
          Within the Refrigeration subsector, 16 deals were announced or completed in 2017, representing 19.8% of HVACR deal flow.
            Cold chain was the leader in deal flow for 2017.
            Notable transactions include Nidec's acquisition of Secop (nka Nidec Global Appliance Germany) for $213.0 million. The acquisition
                considerably broadens Nidec's product portfolio with sizeable synergy potential.

 S
          Within the HVAC Services subsector, 10 deals were announced or completed in 2017, representing 12.3% of HVACR deal flow.
          Notable transactions include:
            Cheung Kong’s acquisition of Reliance Home Comfort for $3.6 billion. The Reliance Home Comfort sale was the only instance of Chinese
                investment in Consumer Products and Services in Canada for 2017, as well as the largest acquisition made by a Chinese firm in Canada
                during the year. The acquisition is also the largest instance of Chinese investment in a Canadian firm based east of Alberta.
            Warburg Pincus’ acquisition of Service Logic for $315 million of 1.6x revenue. Service Logic, the largest independent provider of
                aftermarket maintenance, repair, and replacement services for commercial HVAC equipment and building automation and control
                systems. Service Logic was previously owned by Sterling Investment Partners, where the company completed 11 acquisitions during
                Sterling’s ownership.
                                                                                                                                                     6
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SELECT TRANSACTIONS: HEAT

                                                                                                         Implied EV      Implied   Implied                                                    Country
  Date       Target                                Description                             Buyer        (million, USD) EV/Revenue EV/EBITDA                   Deal Synopsis                     HQ
                        Designer and manufacturer of heat transfer equipment                                                                The company was acquired by Chart Industries
                        designed to reduce heat during oil refining and liquid natural                                                      (NAS: GTLS) for $410 million on September 20,
                        gas production. The company's heat transfer equipment                                                               2017. The company complements Chart's Energy
                        primarily include air cooled heat exchangers and axial flow                                                         & Chemicals segment with the addition of its Fin-
09/20/17   Hudson       fans, powered by fluid dynamics modeling and offered to        Chart Industries     $410.0        2.00x      10.0x  Fan brand and other ACHXs which broaden E&C's United
                        some of the largest processors in petroleum, chemical, gas                                                          end market diversity from primarily LNG,           States
                        processing, power generation and electric utility industries,                                                       industrial and natural gas to include HVAC,
                        enabling clients to predict or solve hot-air re-circulation                                                         petrochemical and power generation.
                        problems in new or existing plants.
                     Provider of advanced thermal technologies designed to                                                                 The company was acquired by Spirax-Sarco
                     manage industrial heating applications. The company's                                                                 Engineering (LSE: SPX) for $415 million on July 4,
                     industrial heaters and systems, Heat Trace and Component                                                              2017. The purchase consideration will be financed
                     Technologies segments offer heating system for revenue-      Spirax-Sarco                                             from new debt facilities supplied by acquirer's      United
07/04/17   Chromalox generating industrial processes, temperature management                               $415.0      2.2x        10.9x   existing banks.
                                                                                  Engineering                                                                                                   States
                     system for piping systems, valves and tanks and component
                     heating management respectively providing industries thermal
                     system and its management facilities.

                        Manufacturer of heating products. The company's heating                                                            The company was acquired by NIBE Industrier
                        products consists of cartridge heaters, positive temperature                                                       (STO: NIBE B) for an undisclosed amount on May
                        coefficient heaters, strip heaters and heating systems including                                                   1, 2017. The acquisition of HT adds another well-
                        highly engineered heating services for heating, ventilation and                                                    known brand to NIBE's European element
05/01/17   HT (Italy)                                                                    NIBE Industrier     -          -            -                                                          Italy
                        air conditioning, commercial food products, packaging and                                                          business providing cost synergies and commercial
                        other industrial applications.                                                                                     advantages to the NIBE Group. Their market and
                                                                                                                                           technical position and customer base will provide
                                                                                                                                           yet another platform for profitable growth.
                        Manufacturer of heat exchangers, electrostatic precipitator                                                        The company, a subsidiary of Hamon & Cie
                        components and related fabrication. The company's heat                                                             International (BRU: HAMO) was acquired by
                        exchangers, electrostatic precipitator components and related                                                      Wabtec (NYS: WAB) for $32.5 million on April 5,
                        fabrication uses every appropriate testing technique, including                                                    2017. This acquisition will be an excellent
           Thermal      X-ray, dye penetrant, hydrostatic and pneumatic pressure                                                           strategic fit with Wabtec's existing heat exchanger United
04/05/17                                                                                Wabtec             $33.0       1.3x          -
           Transfer     testing and provide innovative and durable services in                                                             products for rail and industrial markets. The       States
                        industrial applications where high temperatures and corrosive                                                      company offers a broad portfolio of heat transfer
                        elements are present.                                                                                              solutions for niche applications, which will enable
                                                                                                                                           Wabtec to diversify its product and market
                                                                                                                                           applications further.
                        Manufacturer of hot water systems. Offers electric and solar                                                       The company was acquired by Electrolux (STO:
                        water heaters, heat pumps, consumables and accessories for                                                         ELUX A) for ZAR 3.18 billion on March 1, 2017.
                        both domestic and industrial usage. Its products are sold in                                                       The acquisition broadens Electrolux home            South
03/01/17   Kwikot                                                                       Electrolux         $247.0      3.2x          -
                        South Africa and neighboring countries.                                                                            comfort product range and offers a strong           Africa
                                                                                                                                           platform for growth opportunities in Africa.

                                                                                                                                                                                     Source: Pitchbook

                                                                                                                                                                                                         7
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SELECT TRANSACTIONS: VENTILATION/AIR FILTRATION

                                                                                                       Implied EV      Implied   Implied                                                         Country
  Date       Target                            Description                                Buyer       (million, USD) EV/Revenue EV/EBITDA                     Deal Synopsis                        HQ

                                                                                                                                            The Krantz Germany business of Caverion (HEL:
                                                                                                                                            CAV1V) was acquired by STEAG Energy Services
                      Manufacturer of air distribution systems intended to provide
           Caverion                                                                                                                         for an undisclosed amount on December 28,
                      home ventilation. The company's products include exhaust        STEAG Energy
12/28/17   (Krantz                                                                                          -           -          -        2017. Divestment is in line with Caverion's new      Germany
                      gas filtration, dampers, façade, cooling systems and other      Services
           Germany)                                                                                                                         strategy and transformation towards service
                      related products, enabling clients to enjoy quality products.
                                                                                                                                            business, whereas the product business is not
                                                                                                                                            Caverion's core business.

                     Provider of ventilation and exhaust products. The company's
                     ventilation and exhaust products include dust and fume
                                                                                                                                            The company was acquired by Multi Fan Systems
                     control, warm air heating plant & process tanks in mild steel
                                                                                                                                            for an undisclosed amount on October 25, 2017.
                     or stainless, thermoplastics, bifurcated, centrifugal fans and Multi Fan                                                                                                 United
10/25/17   Modus Air                                                                                       -            -          -        The acquisition will increase Multi Fan Systems'
                     exhaust ducting systems with GRP facility and scrubber units, Systems                                                                                                   Kingdom
                                                                                                                                            presence across a number of key markets and
                     enabling aerospace, automobile, iron & steel and rubber
                                                                                                                                            enhance their range of services offered.
                     industries to get quality and cost effective ventilation and
                     exhaust products as per requirement.

                       Manufacturer of components for process ventilation and air                                                           The company was acquired by Groupe SFPI (PAR:
                       filtration systems. The company offers an innovative range of                                                        SFPI) for EUR 898.43 million on July 28, 2017. The
           JKF
07/28/17               fans, filters, dust collectors and ducts to companies in the  Groupe SFPI        $1,056.0        -          -        transaction was financed mainly by a bank loan. Denmark
           IndustriA/S
                       woodworking, milling, agriculture, recycling and meal                                                                The acquisition strengthened Groupe SFPI's NEU
                       industries.                                                                                                          air handling unit.

                                                                                     Air Filtration
                                                                                     Holdings,                                              The company was acquired by Air Filtration
                       Manufacturer and marketer of disposable air filtration
                                                                                     Duchossois                                             Holdings, via its financial sponsors The Edgewater
                       products. The company's air and paint filtration products are                                                                                                              United
07/12/17   Viskon-Aire                                                               Capital               -            -          -        Funds and Duchossois Capital Management,
                       used in a wide variety of applications in commercial and                                                                                                                   States
                                                                                     Management,                                            through an LBO on July 12, 2017 for an
                       industrial HVAC as well as paint spray booths worldwide.
                                                                                     The Edgewater                                          undisclosed sum.
                                                                                     Funds

                                                                                                                                            The company was acquired by Volution Group
                      Manufacturer and supplier of centralized heat recovery
                                                                                                                                            (LON: FAN) for SEK 96.641 million on May 29,
                      ventilation systems. The company develops, manufactures and
                                                                                                                                            2017. The acquisition will be on a debt free, cash
                      sells energy efficient air handling units based on proprietary
           VoltAir                                                                                                                          free basis for an initial cash consideration of SEK
05/29/17              technology, providing both prefabricated and on-site built     Volution Group       $11.0        1.3x       6.6x                                                             Sweden
           System                                                                                                                           79.711 million and further amount of deferred
                      AHUs with a reputation for high energy efficiency, low
                                                                                                                                            cash consideration of SEK 16.93 million payable
                      maintenance costs and long service life for residential and
                                                                                                                                            as contingent on VoltAir's earnings for the year
                      commercial purposes.
                                                                                                                                            ended 31 December 2017.
                                                                                                                                                                                         Source: Pitchbook

                                                                                                                                                                                                           8
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HVACR | Q1 2018

SELECT TRANSACTIONS: AIR CONDITIONING/COOLING

                                                                                                     Implied EV      Implied   Implied                                                           Country
  Date       Target                             Description                                 Buyer   (million, USD) EV/Revenue EV/EBITDA                     Deal Synopsis                          HQ

                      Manufacturer of air-conditioning systems created to make
                                                                                                                                          The company was acquired by Trane (NYSE: TT), a
                      comfort cooling for a greener and smarter future. The
                                                                                                                                          subsidiary of Ingersoll-Rand Company (NYSE: IR),
                      company's air-conditioning systems include energy storage
                                                                                                                                          for an undisclosed amount on November 1, 2017.
                      devices, cooling systems , thermal storage tanks, heat                                                                                                                     United
11/01/17   Calmac                                                                       Trane             -           -          -        This acquisition is consistent with Ingersoll Rand's
                      exchangers and related cooling equipment, enabling                                                                                                                         States
                                                                                                                                          strategy to help customers solve climate and
                      architects, engineers, building owners and energy utility
                                                                                                                                          industrial challenges including energy and fuel
                      companies to cleaner, night-time energy while reducing the
                                                                                                                                          efficiency, food waste and productivity.
                      environmental impact.

                      Maker of fans and lighting fixtures. The company's fans and                                                         The company was acquired by Lindsay Goldberg
           Big Ass    lighting fixtures keep large spaces that lack air conditioning,   Lindsay                                           through a $210 million LBO on October 24, 2017.        United
10/24/17                                                                                               $500.0        2.1x        -
           Fans       such as factories and dairy barns, feeling cool and               Goldberg                                          The company assumed $290 million in debt as            States
                      comfortable.                                                                                                        part of the $500 million deal.

                                                                                                                                                                                      Source: Pitchbook

                                                                                                                                                                                                          9
HVACR Q1 2018 - Capstone Headwaters
HVACR | Q1 2018

SELECT TRANSACTIONS: REFRIGERATION

                                                                                                            Implied EV      Implied   Implied                                                       Country
  Date        Target                             Description                                Buyer          (million, USD) EV/Revenue EV/EBITDA                    Deal Synopsis                       HQ

                                                                                                                                                 The company was acquired by L.B. White
                         Manufacturer of evaporative cooling systems. The company                                                                Company, via its financial sponsor Mason Well
                         provides poultry house cooling systems and evaporative   L.B. White                                                     through an LBO on December 20, 2017 for an
                                                                                                                                                                                                    United
12/20/17   Reeves Supply cooling systems helping poultry industry with quality,   Company,                       -           -          -        undisclosed amount. The combined resources of
                                                                                                                                                                                                    States
                         reliability and service as per the industry specified    Mason Wells                                                    the two companies provide customers enhanced
                         standards.                                                                                                              value through expanded product development,
                                                                                                                                                 geographic and market expansion capabilities.

                                                                                                                                                 The company was acquired by Middleby
                         Manufacturer of industrial cooling and freezing equipment.                                                              (NASDAQ: MIDD) for an undisclosed amount on
                         The company's industrial cooling and freezing equipment                                                                 December 7, 2017. The acquisition further
12/07/17   Scanico       include ambient spiral cooler, single stacking freezer, drum Middleby                   -           -          -        broadens the capabilities of Middleby's food       Denmark
                         freezer, belt freezer, spiral proofer and spiral cooker,                                                                processing group with a highly complementary
                         enabling clients to get impingement and spiral systems.                                                                 technology to its food processing product
                                                                                                                                                 portfolio.
                         Manufacturer and supplier of cooler equipment designed to
                         control the thermal environment within a wide variety of
                         applications. The company's cooler equipment include re-
           Applied                                                                                                                               The company was acquired by Scientific Digital
                         circulation chillers, water-water heat exchangers and air    Scientific Digital                                                                                           United
08/24/17   Thermal                                                                                             $2.0         1.0x       8.9x      Imaging (LON: SDI) for GBP 1.2 million on August
                         blast coolers, enabling scientific instrument support market Imaging                                                                                                     Kingdom
           Control                                                                                                                               24, 2017.
                         to prevent damage to components, reduce distortion in
                         processes, improve repeatability and stability in analysis
                         and remove heat from chemical reactions.
                        Manufacturer of hermetic compressors intended to increase
                        value for their customers. The company uses leading                                                                      The company was acquired by Nidec (TKS: 6594)
           Nidec Global
                        technology to offer compressors and other intelligent                                                                    for EUR 185 million on July 31, 2017. The
07/31/17   Appliance                                                                   Nidec                  $213.0        0.5x        -                                                           Germany
                        cooling systems for refrigerators and light commercial                                                                   acquisition considerably broadens Nidec's
           Germany
                        applications for their clients in the heating, ventilation and                                                           product portfolio with sizeable synergy potential.
                        air conditioning (HVAC) industry.
                         Developer and manufacturer of temperature zoning
                         products designed to meet each customer's needs and
                         specifications. The company's temperature zoning products
                                                                                                                                                 The company was acquired by Safe Fleet, via its
           Randall       which includes refrigerated truck body products- insulated Safe Fleet, The                                                                                                 United
01/17/17                                                                                                         -           -          -        financial sponsor The Sterling Group, through an
           Manufacturing bulkheads, center divide systems, strip doors and industrial Sterling Group                                                                                                States
                                                                                                                                                 LBO on January 17, 2017 for an undisclosed sum.
                         curtains, insulated covers and blankets enabling food
                         service delivery companies and owners of refrigerated
                         trucks and trailers deliver their products at temp.

                                                                                                                                                                                          Source: Pitchbook

                                                                                                                                                                                                         10
HVACR | Q1 2018

SELECT TRANSACTIONS: SERVICES

                                                                                                            Implied EV      Implied   Implied                                                       Country
   Date      Target                             Description                                 Buyer          (million, USD) EV/Revenue EV/EBITDA                    Deal Synopsis                       HQ
                                                                                        Five Points
                      Provider of non-discretionary, residential heating, ventilation   Capital North                                            The company was acquired by North Branch
           Randazzo
                      and air conditioning replacement and maintenance services.        Branch Capital ,                                         Capital, Standard Life Aberdeen, Schroder Adveq,
           Mechanical                                                                                                                                                                                United
11/30/17              The company services & replaces furnaces, air conditioning        Schroder Adveq           -           -          -        Five Points Capital and its management through
           Heating &                                                                                                                                                                                 States
                      units, humidifiers, thermostats, water heaters and other          Management,                                              an LBO on November 30, 2017 for an undisclosed
           Cooling
                      ancillary units.                                                  Standard Life                                            sum.
                                                                                        Aberdeen
                       Provider of heating, ventilation and air conditioning
                       maintenance services. The company offers services such as
                       preventative maintenance, repair and up-gradation through
           Service                                                                                                                               The company was acquired by Warburg Pincus          United
07/31/17               its co-branded business units Engineered Cooling Systems, Warburg Pincus               $315.0       1.6x         -
           Logic                                                                                                                                 through a $315 million LBO on July 31, 2017.        States
                       FacilitTech, Midwest Mechanical, Piedmont Service Group,
                       PSR Mechanical and Tolin Mechanical for commercial,
                       industrial and institutional customers.
                                                                                                                                                 The company was acquired by Cheung Kong .
                       Provider of residential and commercial energy saving                                                                      This acquisition is significant for two reasons:
                       services. The company sells, rents and maintains heating,                                                                 first, according to the China Institute's Investment
           Reliance
                       ventilation, air conditioning equipment, furnaces, HVAC                                                                   Tracker Database, the Reliance Home Comfort
07/13/17   Home                                                                         Cheung Kong          $3,615.0        -          -                                                             Canada
                       heating and cooling systems, water heaters. It also offers                                                                sale was the only instance of Chinese investment
           Comfort
                       plumbing services, protection plans, installation,                                                                        in Consumer Products and Services in Canada for
                       maintenance and other related services.                                                                                   2017, and the largest acquisition made by a
                                                                                                                                                 Chinese firm in Canada so far this year.
                      Provider of mechanical, plumbing, HVAC and engineering
                      designing services. The company's fabrication and                 Dunes Point                                              The company was acquired by Industrial Group
           Coenen     installation of process piping systems and sheet metal along      Capital,                                                 Holdings, via its financial sponsor Dunes Point     United
05/10/17                                                                                                         -           -          -
           Mechanical with maintenance services are offered to clients in pulp and      Industrial                                               Capital, through an LBO on May 10, 2017 for an      States
                      paper, food, converting and packaging, water treatment and        Group Holdings                                           undisclosed amount.
                      general industry.
                                                                                                                                                 The company was acquired by Chart Lifecycle, a
                       Provider of aluminum heat exchanger repairs, specialized                                                                  subsidiary of Chart Industries (NASDAQ:GTLS) for
                       welding on hydrogen reformers, cold box refurbishments, fin                                                               $22 mm. The Hetsco and Chart Lifecycle
                       sampling, cold box inspections, source inspections for brazed                                                             combined business will focus on extending
                       aluminum heat exchangers and engineering consulting                                                                       equipment lifespan by offering services from
                       services. The company offers shop fabrication services,                                                                   installation/start-up, operations/maintenance,       United
01/17/17   Hetsco                                                                    Chart Industries          $22.0         -          -
                       including on-site or shop fabrication of aluminum and                                                                     training/support, monitoring, process                States
                       stainless steel process piping, unfired pressure vessels and                                                              optimization, repair/maintenance and extended
                       welded assemblies. It also has weld procedures for various                                                                warranty. This acquisition supplements Chart's
                       materials, such as aluminum, carbon steel, low alloy steels,                                                              current offering by bringing a full suite of welding
                       stainless steel and nickel base alloy.                                                                                    services for industrial gas and gas processing
                                                                                                                                                 facilities.
                                                                                                                                                                                          Source: Pitchbook

                                                                                                                                                                                                           11
HVACR | Q1 2018

CASE STUDY: NONWOVEN FABRIC FILTRATION PRODUCTS

 According INDA’s data and forecast analysis, the strength of the economy                                 Filtration Sales in North America:
  and demographic trends are significant drivers of demand within the                                       Percentage Growth Since 2011
  North American nonwoven industry.
                                                                                                              Liquid Filtration        Air Filtration
 Growth is expected to be driven by positive momentum in many of
  filtration’s key drivers including: heightened consumer awareness and
  sensitivity to pollution, increasingly stringent legislation and regulatory
  controls, growth in the transportation market, and continued strength in                                                                          5.6%
  both residential and non-residential construction.
                                                                                                                           4.6%
 Disposable nonwoven sales to end users in North America are forecast to
  increase to 2.2 million tons, a 2.3% annual growth.
                                                                                                                                                    5.8%
 Given the nonwoven industry is well poised for significant growth across                                                 5.1%
  end-markets, M&A appetite has been high for non-woven companies.
  Both paper companies such as Glatfelter and Neenah, and adjacent
  companies, such as Berry Plastics and AstenJohnson have actively been
  making acquisitions in the space.                                                                 2011                   2016                     2021f

                                               Historical & Forecast in Tonnes of Nonwoven Demand by End-Use

                     5%
                                                                           Other
                     4%                                                  Disposable                                   Filtration
                                                                                                                      Filtration
                                                                        Applications                     Wipes
                     3%
  CAGR (2011-2016)

                     2%
                                    Medical/
                     1%             Surgical

                     0%
                           0%          1%                          2%                               3%                               4%                                 5%
                     -1%                                                CAGR (2016-2021 Forecast)
                                             Absorbent
                                            Absorbent
                     -2%                      Hygiene
                                             Hygiene
                     -3%
                                                                                                           Source: INDA, Association of the Nonwoven Fabrics Industry North
                                                                                                            American Nonwovens Industry Outlook Report Contact Brad Kalil     12
HVACR | Q1 2018

CASE STUDY: AMETECK

                               Headquartered in Lexington, Kentucky, Amteck is one of the most prominent design/build electrical firms
                                headquartered in the Southeast. Its turnkey electrical services capabilities cover engineering and design, the
                                prefabrication of devices and contracting as well as specialty services such as managed maintenance
                                programs, cabling and fire alarm services. The company has national footprint supporting the expansion
                                efforts of a leading client base across various industries.

                               A second generation business, the majority owner was seeking an investment partner in order to achieve
                                some liquidity but also wanted to continue an active role in the business going forward. Capstone was hired
                                to run a process to find the right partner for the business for a majority recapitalization.
    has been acquired by
                               Capstone managed a marketing process for the owners and targeted private equity groups interested in the
                                engineering, construction and electrical services sectors.

                               The company was recapitalized by Trive Capital, a Dallas-based private equity firm which is an experienced
                                investor in the engineering and construction sector. Trive emerged as the most credible potential partner and
                                appeared to have the acumen and operational experience needed to help Amteck best tackle its growth
                                initiatives.

                           Absorbent
                            Hygiene

                                                                                                                                             13
HVACR | Q1 2018

FIRM TRACK RECORD

                                                           an asset of

           has acquired        has been acquired by                            has been acquired by
                                                      has been acquired by

                               Admiral Valve, LLC

                                  has acquired

        has been acquired by                          has recapitalized with   has been acquired by

                                       and

                                                                                                       14
HVACR | Q1 2018

HVACR REPORT CONTRIBUTORS

           Len LaPorta
           Managing Director
           llaporta@capstoneheadwaters.com | 203-813-3880 x203

           Len has developed significant relationships with global manufacturing firms and financial sponsors focused in the industrial and
           manufacturing sectors. Prior to becoming a banker, he focused on deal generation for several financial sponsors seeking platform
           acquisitions involving highly-engineered products. Len has carved out a niche within the sector by focusing on US, Switzerland and
           German-based firms.

           Earlier in his career Len founded Crystal R&D, an FDA registered precision contract manufacturer focused on aerospace and medical device
           sectors. Through acquisitions, he transformed the firm's operations and quality systems and was named a global supplier to C.R. Bard in
           2006. Len's firm utilized the latest CNC machines to manufacture exacting tolerance components for the Bard Salute Laparoscopic
           Disposable Fixation Device. Len personally revamped the entire supply chain over several years to provide scalability in becoming a world-
           class manufacturer.

           Len received his undergraduate degree from the US Naval Academy in 1987 and served with distinction as a Surface Warfare Officer for six
           years. He received his MBA from Boston College.

           Hilary Morrison
           Vice President
           hmorrison@capstoneheadwaters.com | 917-763-0121

           Hilary Morrison is a Vice President in the Manufacturing and Industrials Group, bringing 10+ years of experience spanning Investment
           Banking and Equity Research.

           Prior to Capstone Headwaters, Hilary worked as a Vice President on the #1 rated Textile Manufacturing team at Lehman Brothers. She has
           significant public company expertise with a focus on Industrials and Manufacturing M&A and carve-outs. She has also worked on
           numerous strategic advisory and company valuation assignments.

           Hilary graduated from Texas Christian University - M.J. Neeley School of Business, where she received her degree in International Finance
           and French.

                                                                                                                                                    15
EXTENDED INDUSTRIAL MANUFACTURING TEAM

          David Bench                        Ian Cookson                      Darin Good                          Ted Polk
        Managing Director                    Managing Director              Managing Director                Managing Director
          949-460-6431                        617-470-9338                    303-549-5674                     312-674-4531
  dbench@capstoneheadwaters.com      icookson@capstoneheadwaters.com   dgood@capstoneheadwaters.com    tpolk@capstoneheadwaters.com

       Mike Schumacher                        Doug Usifer                      Tracy Patch                      Lisa Tolliver
         Managing Director                   Managing Director                    Director                          Director
           917-789-2513                        908-432-7792                    949-460-6432                       312-674-4532
mschumacher@capstoneheadwaters.com    dusifer@capstoneheadwaters.com   tpatch@capstoneheadwaters.com   ltolliver@capstoneheadwaters.com

                                                                                                                                          16
BUILT FOR THE MIDDLE MARKET

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