M&A INSIGHT MERGERS, ACQUISITIONS, DIVESTITURES AND VALUATIONS FOR MIDDLE-MARKET COMPANIES - Raymond James

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M&A INSIGHT MERGERS, ACQUISITIONS, DIVESTITURES AND VALUATIONS FOR MIDDLE-MARKET COMPANIES - Raymond James
INVESTMENT BANKING                                             Q2 2021

M&A INSIGHT
                                                         IN THIS EDITION

                                                         Global M&A Commentary                                      3

                                                         Near-Term Leading M&A Indicator                            4

                                                         U.S. Private Equity Commentary                             5

                                                         U.S. Corporate Finance Commentary                          6

                                                         M&A Market Statistics                                      7

MERGERS, ACQUISITIONS, DIVESTITURES AND VALUATIONS FOR   Economic Commentary                                        9

MIDDLE-MARKET COMPANIES                                  About Raymond James                                       10

                                                         Raymond James Investment Banking Transactions             11

                                                                                             FOR INSTITUTIONAL USE ONLY
M&A INSIGHT MERGERS, ACQUISITIONS, DIVESTITURES AND VALUATIONS FOR MIDDLE-MARKET COMPANIES - Raymond James
M&A INSIGHT                                                                                           Q2 2021

                                    Raymond James Contacts

                 JEFF MAXWELL – ST. PETERSBURG            ALLAN BERTIE – LONDON
                            Managing Director                     Managing Director
                     Head of M&A Investment Banking     Head of European Investment Banking
                              727.567.5222                         44.20.3798.5701
                    jeff.maxwell@raymondjames.com         allan.bertie@raymondjames.com

              BRENT KRIEGSHAUSER – ST. PETERSBURG       DON BLAIR – ST. PETERSBURG
                             Managing Director                   Managing Director
                                727.567.4339                        727.567.5018
                  brent.kriegshauser@raymondjames.com      don.blair@raymondjames.com

                                                                                    RAYMOND JAMES INVESTMENT BANKING 2
M&A INSIGHT MERGERS, ACQUISITIONS, DIVESTITURES AND VALUATIONS FOR MIDDLE-MARKET COMPANIES - Raymond James
M&A INSIGHT                                                                                                                                                                                            Q2 2021

Global M&A Market Commentary
HISTORICAL ANNUAL M&A ACTIVITY(1)                                                                                                    U.S. Disclosed Value ($B)                  Europe Disclosed Value ($B)
                                                                                                                                     Asia Pacific Disclosed Value ($B)          Total Number of Transactions
Total year-over-year (“Y-o-Y”) M&A deal counts involving targets
                                                                                                                                                                                                     Y-O-Y
based in the U.S., Europe and Asia Pacific increased by                                                                                                                                          Value Change
approximately 60% in 1H21 as the transaction market continues                                                                                                                                     US: +436%
                                                                                                             $3,500                                                                               EU: +163%      30,000
to exhibit very strong activity levels after the temporary slowdown
                                                                                                                                                                                                  AP: +104%
observed at the onset of COVID-19 pandemic in 1Q20. Among                                                    $3,000                                                                              Total: +260%    25,000
other favorable factors contributing to the sustained elevated
                                                                                                             $2,500
transaction activity in 1H21, inexpensive access to capital and                                                                                                                                                  20,000
                                                                                                             $2,000
record-high corporate cash balances (~$6.84T) have helped create                                                                                                                                                 15,000
a buyer-friendly financing environment(2)(3). At the same time, with                                         $1,500
public equity markets exhibiting robust valuation levels,                                                                                                                                                        10,000
                                                                                                             $1,000
corporates are looking to acquisitions to help drive the type of
                                                                                                               $500                                                                                              5,000
growth rates needed to support market multiples.
                                                                                                                  $0                                                                                             0
                                                                                                                              2016             2017         2018         2019   2020     2020 YTD    2021 YTD

HISTORICAL QUARTERLY M&A ACTIVITY(1)
                                                                                                                                         U.S. Disclosed Value ($B)              Europe Disclosed Value ($B)
                                                                                                                                         Asia Pacific Disclosed Value ($B)      Total Number of Transactions
Y-o-Y global deal values increased over 120% to $1.5T in the
                                                                                                                                                                                                                 9,000
second quarter of 2021, the best second quarter of the calendar
year on record. In light of the historic first quarter, sequential                                          $1,000
quarter-over-quarter global announced and completed volume
and disclosed value were muted, declining (11)% and (1)%,                                                                                                                                                        6,000
                                                                                                              $750
respectively. Cross-border activity also slowed, as geopolitical risk
increased in certain pockets of the world. As a result, there was a                                           $500
higher concentration of deal volume and value domestically.                                                                                                                                                      3,000

                                                                                                              $250

                                                                                                                  $0                                                                                             0
                                                                                                                          2Q18 3Q18 4Q18 1Q19 2Q19 3Q19 4Q19 1Q20 2Q20 3Q20 4Q20 1Q21 2Q21

(1)   FactSet; Number of transactions includes those with undisclosed values; Includes transactions with disclosed values over $10MM; Data as of 6/30/21.
(2)   Reuters.                                                                                                                                                                    RAYMOND JAMES INVESTMENT BANKING 3
(3)   Wall Street Journal.
M&A INSIGHT                                                                                                                                                    Q2 2021

                       Assessing a Near-Term Leading M&A Indicator

                      A Leading Indicator for Continued Strong M&A Activity Levels: HSR FILINGS(1)
                      New Hart-Scott-Rodino ("HSR") regulatory filings can be a leading indicator of M&A activity. M&A markets remain robust as 1H21 filings are up 145% over the same period a year ago;
                      Trailing 12 month average stands 51% higher than the historical average(2).

                        450

                        400                                                                                                                                                             YTD 2021
                                                                                                                                                                                        Average:
                        350                                                                                                                                                               287

                        300
                                        2016 Average: 149                         2017 Average: 172   2018 Average: 183     2019 Average: 166              2020 Average: 169
Monthly HSR Filings

                        250

                        200

                        150

                        100

                             50

                              -
                                   Jan-16
                                   Feb-16
                                   Mar-16
                                   Apr-16
                                   May-16

                                    Jul-16

                                   Oct-16

                                   Mar-18
                                   Apr-18
                                   May-18
                                   Aug-16

                                   Dec-16
                                   Jan-17
                                   Feb-17
                                   Mar-17
                                   Apr-17
                                   May-17

                                    Jul-17

                                   Oct-17
                                   Aug-17

                                   Dec-17
                                   Jan-18
                                   Feb-18

                                    Jul-18

                                   Oct-18

                                   Mar-19
                                   Apr-19
                                   May-19

                                   Mar-20
                                   Apr-20
                                   May-20
                                   Aug-18

                                   Dec-18
                                   Jan-19
                                   Feb-19

                                    Jul-19

                                   Oct-19
                                   Aug-19

                                   Dec-19
                                   Jan-20
                                   Feb-20

                                    Jul-20

                                   Oct-20

                                   Mar-21
                                   Apr-21
                                   May-21
                                   Aug-20

                                   Dec-20
                                   Jan-21
                                   Feb-21
                                   Jun-16

                                   Jun-17

                                   Jun-18

                                   Jun-19

                                   Jun-20

                                   Jun-21
                                   Sep-16

                                   Nov-16

                                   Sep-17

                                   Nov-17

                                   Sep-18

                                   Nov-18

                                   Sep-19

                                   Nov-19

                                   Sep-20

                                   Nov-20
                                                                                                        HSR Filings        Yearly Average

                       (1)        Federal Trade Commission; Data as of 6/30/21.
                       (2)        Historical period defined as 2016-2020.                                                                                        RAYMOND JAMES INVESTMENT BANKING 4
Q2 2021

                                      U.S. Private Equity Deal Flow(1)                                     Debt multiples of large corporate LBO loans(2)
                                         Capital Invested ($B)                  Number of Deals
                                                                                                                     Bank debt/EBITDA     Non-bank debt/EBITDA
                                                                                                                         5.8x      5.9x     6.0x              5.9x
                      $1,000                                                                  6,000                                                  5.7x
                                                                                                              5.5x                 0.2x     0.3x
                                                                                              5,500                      0.3x                                0.5x
U.S. PRIVATE EQUITY         $900
                            $800
                                                                                              5,000
                                                                                                              0.3x                                   0.4x

                                                         $745 $753
   COMMENTARY               $700                  $648
                                                                         $684                 4,500
                                                                                              4,000
                                          $596
                            $600                                                              3,500
                                   $505
                            $500                                                              3,000
                            $400                                                              2,500           5.2x       5.5x      5.7x     5.7x      5.3x      5.4x
                                                                                       $348
                                                                                $283          2,000
                            $300
                                                                                              1,500
                            $200
                                                                                              1,000
                            $100                                                              500
                             $0                                                               0
                                   2015 2016 2017 2018 2019 2020 YTD YTD
                                                                 2020 2021                                    2016       2017      2018     2019     2020    2021 YTD

                      U.S. private equity activity deal value in the second quarter                      Similar to the M&A market, credit conditions have stabilized
                      of 2021 increased approximately 60%, when compared to                              in late 2020 after a period of significant dislocation earlier in
                      the same period a year ago. When measured by volume, over                          the year. While underwriting terms remain case specific,
                      1,283 transactions closed in the second quarter of 2021,                           access to cheap credit has promoted acquisition activity,
                      representing           an     increase        of     approximately          61%.   particularly for those companies having shown good
                      Compositionally, deal sizes from $100M - $500M represented                         durability through COVID-19.         Private equity acquirers
                      34% of the total count, an increase of approximately 10%                           should, however, expect lenders to remain reluctant to fund
                      from the same period a year ago; deals under $25M made up                          into thinly capitalized deals and, therefore, to require higher
                      34% of the total count, down 14% from the same                                     levels of minimum equity contribution than would have
                      observation period. Deal sizes from $100 - $500M also                              been the case pre-pandemic. For more "storied" credits
                      recorded significant year-over-year increases in exit activity                     where access to traditional debt financing remains
                      of 500%, up over $15B to $18B from the same period in                              challenged, opportunistic credit and structured equity
                      2Q’20. Despite the jump in activity, deal sizes $2.5B+                             investors are seeking to fill the void.
                      represents the largest portion of exit value at approximately
                      50%, when measured on a dollar basis.

                      (1)     PitchBook, “US PE Breakdown”. Data as of 6/30/21.
                      (2)     S&P LCD Report. Data as of 6/30/21.                                                               RAYMOND JAMES INVESTMENT BANKING 5
Q2 2021

                                                    U.S. GDP Growth vs. M&A Activity(1)                                                              U.S. Corporate Spreads(1)
                                                     Announced M&A Volume Y-O-Y % Change                                                             10-Yr. Treasury                          June    Spot Rate
                                                                                                                                                                                              Avg.      (6/30)
                                                     Real GDP, S.A.A.R.                                                                              BAML US Corp. BBB Option-Adj. Spread
                                           40.0%                                                                                                                                              1.52%    1.45%

   U.S. CORPORATE
                                                                                                    140.0%                                           5-Yr. Treasury                           1.10%    1.07%
                                           30.0%                                                                                                                                              0.84%    0.87%
                                                                                                    120.0%                                           Fed Funds Rate                           0.25%    0.25%

FINANCE COMMENTARY                         20.0%                                                    100.0%                              4.0%
                                                                                                                                                     1-Yr. Treasury
                                                                                                                                                                                              0.07%    0.07%

                                                                                                                 Announced M&A Volume
                                           10.0%                                                    80.0%

                     Real GDP, S.A.A.R.
                                            0.0%                                                    60.0%                               3.0%
                                                                                                    40.0%
                                          (10.0%)
                                                                                                    20.0%                               2.0%
                                          (20.0%)
                                                                                                    0.0%
                                          (30.0%)                                                                                       1.0%
                                                                                                    (20.0%)
                                          (40.0%)                                                   (40.0%)
                                                                                                                                        0.0%
                                                                                                                                            2016       2017            2018      2019          2020        2021

                          U.S. real GDP growth, historically an indicator of M&A                                                        Credit spreads have remained tight since their spike in
                          activity and a barometer for overall economic health, is                                                      March of 2020. The continued market posture has driven
                          estimated to have increased at an annualized pace of over                                                     investors to search for higher yielding assets, such as
                          6.5% in 2Q21, which is up Y-o-Y as GDP contracted over                                                        speculative-grade (BB+ and lower rated) debt; such
                          (30)% in 2Q20. The increase in second quarter GDP                                                             instruments now comprise nearly 55% of the entire debt
                          reflected increases in personal consumption expenditures,                                                     market, up approximately 10% and 14% from year-end 2019
                          nonresidential fixed investment, exports and state and                                                        and 10 years ago, respectively(2). The stock market also
                          local government spending. Real personal spending, which                                                      continued its rally in the second quarter, as the S&P 500 rose
                          accounts for about 70% of GDP, was a significant driver of                                                    by approximately 7%. U.S. equities rose, in part, due to the
                          GDP growth, increasing 11.8% in the second quarter of                                                         prospect of the U.S. economy reopening and the Federal
                          2021. Government assistance payments, such as loans to                                                        Reserve’s receptiveness to continued stimulus in response
                          businesses and grants to state and local governments                                                          to the economic distribution caused by COVID-19(2).
                          increased, but was partially offset by lower social benefits
                          to personal households, such as direct economic impact
                          payments.

                     (1)                   FactSet, U.S. Bureau of Economic Analysis; GDP growth based on 2012
                                           dollars; Data as of 6/30/21.                                                                                      RAYMOND JAMES INVESTMENT BANKING 6
                     (2)                   S&P Global; Capital IQ.
M&A INSIGHT                                                                                                                                                                 Q2 2021

M&A Market Statistics
                    Consideration Offered in U.S. M&A Transactions(1)                                                  U.S. Median Quarterly EBITDA Multiples(1)

                               Combination                Stock      Cash                            14.0x                             Median EBITDA Multiples

                                                                                                     12.0x

                                                                                                     10.0x
                                                                                    54%
                                                         65%      68%       67%              62%
                    68%          74%
        77%                                  76%                                                      8.0x

                                                                                                      6.0x
                                                                                    18%
                                                                                             15%      4.0x
                     8%                                  12%                13%
                                                                  13%
                                 9%           9%
        8%                                                                                            2.0x
                    23%                                  22%                        28%      22%
                                 17%                              19%       21%
        15%                                  15%
                                                                                                      0.0x
       2Q19        3Q19          4Q19       1Q20         2Q20     3Q20      4Q20   1Q21      2Q21            2Q19    3Q19      4Q19      1Q20        2Q20   3Q20     4Q20       1Q21     2Q21

                          Average Size of U.S. M&A Transactions(1)(2)                                                          U.S. Private Equity Fundraising(3)

                                    Average Disclosed Value ($MM)
                                                                                                                               Capital Raised ($B)          # of Funds Closed
                                                                                           $1,128     $350                                                                                  450
                                                                                                                                                 $316
                                                                               $1,006
                                                                                                                                                                                            400
                                                         $914                                         $300
                                                                    $831                                                $252                                                                350
         $774                            $785                                                         $250    $224                    $219
                                                                                                                                                            $203                            300
                          $600                                                                        $200                                                                        $180
                                                                                                                                                                                            250

                                                                                                      $150                                                                                  200
                                                                                                                                                                       $102                 150
                                                                                                      $100
                                                                                                                                                                                            100
                                                                                                       $50
                                                                                                                                                                                            50
                                                                                                        $0                                                                                  0
         2016             2017           2018            2019       2020      2020 YTD    2021 YTD
                                                                                                              2016      2017          2018       2019       2020     2020 YTD 2021 YTD

(1)   FactSet; Data as of 6/30/21.
(2)   Includes transactions with disclosed values over $10MM.
(3)   PitchBook, “US PE Breakdown”. Data as of 6/30/21.                                                                                               RAYMOND JAMES INVESTMENT BANKING 7
M&A INSIGHT                                                                                                                                                        Q2 2021

M&A Market Statistics

                                                                                         Cross Border M&A Deal Activity – 2021 YTD(1)

                                                                          $155.5B                                           `           $89.4B

                                                                          $117.2B                                                       $12.7B
                    United States                                                                                       Europe                        Asia Pacific

                                                                           $63.9B                                                       $22.7B

(1)   FactSet; Number of transactions includes those with undisclosed values; Includes transactions with disclosed values over $10MM;
      Data as of 6/30/21.
                                                                                                                                                 RAYMOND JAMES INVESTMENT BANKING 8
M&A INSIGHT                                                                                                                                                                                                           Q2 2021

Economic Commentary
                                     SCOTT J. BROWN, Ph.D.
                                     July 30TH, 2021
                                     Chief Economist,                                                                                                                  Gauging the Recovery
                                     Private Client Group                                                                                                              The New York Fed’s Weekly Economic Index edged down to +8.37% for the
                                                                                                                                                                       week ending July 24, vs. +8.94% a week earlier, signifying strength relative
                                                                                                                                                                       to the depressed level of a year ago. The WEI is scaled to year-overyear GDP
                                                                                                                                                                       growth (GDP fell 9.1% y/y in 2Q20 and rose 12.2% y/y in 2Q21).
                                                                                  Economic Monitor
                                                                                                                                                                       Breakeven inflation rates (the spread between inflation-adjusted and fixed-
                                                                                  The Federal Open Market Committee left short-term interest rates and the             rate Treasuries, not quite the same as inflation expectations, but close
Gross Domestic Product                                                            monthly pace of asset purchases unchanged, but noted that “the economy               enough) continue to suggest a moderately higher near-term inflation
                                                                                  has made progress” towards its goals (but not “substantial progress”). In its        outlook. The 5- to 10-year outlook remains consistent with the Fed’s long-
The economy strengthened considerably in the first half of this year, much
                                                                                  World Economic Outlook, the IMF left its forecast for 2021 global growth at          term goal of 2%. Jobless claims fell by 24,000, to 400,000 in the week ending
more than the headline GDP figure would suggest. The key components,
                                                                                  6.0%, but saw sharper divisions across countries (related to the availability        July 24. Seasonal adjustment can be quirky in July, but the downtrend
consumer spending and business fixed investment, each rose at double-
                                                                                  of vaccines and the rise of the delta variant).                                      appears to have flattened in recent weeks.
digit percentage rates. Higher inflation is widely expected to be transitory,
                                                                                  Real GDP rose at a 6.5% annual rate in the advance estimate for 2Q21 (vs.            In the second week in July, the Chicago Fed Advance Retail Trade Summary
but there are concerns that it could last longer and lead to a higher trend.
                                                                                  +6.3% in 1Q21), held back by inventory declines, higher imports (which have          (CARTS) data (based on multiple sources) showed a 0.1% decrease in retail
The delta variant is a wildcard.
                                                                                  a negative sign in the GDP calculation), and lower government spending               sales (ex-autos), following a 0.4 decline in the previous week. July sales were
Real GDP rose at a 6.5% annual rate in the advance estimate for 2Q21,             (relative to 1Q21). Real consumer spending rose 11.8%, while business fixed          projected to be unchanged from June. The University of Michigan’s
following +6.3% in 1Q21 (averaging 6.4% in 1H21). Inventories fell in the first   investment rose 8.0%.                                                                Consumer Sentiment Index edged up fell to 81.2 in the mid-month
quarter and even more sharply in the second, lopping nearly 2 percentage
                                                                                  The Employment Cost Index rose 0.7% in the three months ending in June               assessment for July (the survey covered June 23 to July 26), vs. 80.8 at mid-
points from headline GDP growth in the first half. The trade deficit rose,
                                                                                  (+2.9% y/y, slightly higher than the +2.7% y/y figure for June 2020). Wages          month, but down from 85.5 in June. Consumers generally expect higher
subtracting a full percentage point. Consumer spending rose at an 11.8%
                                                                                  and salaries rose 0.9% (+3.2% y/y). Benefits rose 0.4% (+2.2% y/y).                  inflation to be transitory, but remained concerned.
annual rate in 2Q21 (following +11.4% in 1Q12), while business fixed
                                                                                                                                                                       There is still a high level of uncertainty in the economic outlook and the rise
investment rose at an 8.0% pace (following 12.9%). This is extremely strong.      Personal income edged up 0.1% in June, as a 0.7% gain in wages income
                                                                                                                                                                       of the Delta variant. A rebound in consumer services should drive strength in
                                                                                  offset an 11.0% drop in unemployment benefits. Personal Spending rose
Inflation is elevated. The PCE Price Index, the Fed’s key inflation gauge, rose                                                                                        the near term, more than offsetting a moderation in consumer goods. The
                                                                                  1.0%, as a 1.2% gain in services offset a 1.5% decrease in durable goods.
4.0% in the 12 months ending in June (in comparison, the Consumer Price                                                                                                job market is expected to strengthen, but labor market frictions could
Index rose 5.0%). Some of this reflects base effects (a rebound from the low      The PCE Price Index rose 0.5% in June (+4.0% y/y), up 0.5% (+3.5% y/y) ex-           create difficulties, restraining output growth in some areas. Inflation is
levels of a year ago -- the PCE Price Index was up just 0.5% in the 12 months     food & energy. The Dallas Fed’s Trimmed-Mean PCE Price Index (the largest            higher, reflecting base effects and re-start pressures. Bottleneck pressures
ending June 2020). Some of the increase reflects restart pressures.               price moves are thrown out) rose 0.2% in June (+2.0% y/y).                           should correct over time, but may be larger and longer-lasting. A hike in
Production bottlenecks and materials shortages occur in every recession.          The Conference Board’s Consumer Confidence Index was little changed at               short-term interest rates is a long way off, but the Fed may reduce the
They are more intense this time because of the speed of the recovery.             129.1 in the initial estimate for July (vs, 128.9 in June), still at a high level.   monthly pace of asset purchases later this year.

                                                                                                                                                                                         RAYMOND JAMES INVESTMENT BANKING 9
M&A INSIGHT                                                                                                                                                                Q2 2021

RAYMOND JAMES                                                       MERGERS & ACQUISITIONS                  EUROPEAN ADVISORY                      REAL ESTATE
                                                                    Jeff Maxwell                            Allan Bertie                           Brad Butcher
                                                                    Head of Mergers & Acquisitions          Head of European                       Co-Head of Real Estate Group
Raymond James is one of the largest full-service investment
                                                                    727.567.5222                            Investment Banking                     727.567.1029
firms and New York Stock Exchange members headquartered in
                                                                    jeff.maxwell@raymondjames.com           44.20.3798.5701                        brad.butcher@raymondjames.com
the Southeast. Founded in 1962, Raymond James Financial,                                                    allan.bertie@raymondjames.com
                                                                                                                                                   Jamie Graff
together with its subsidiaries Raymond James Financial Services     BUSINESS DEVELOPMENT
                                                                                                                                                   Co-Head of Real Estate Group
and Raymond James Ltd., has more than 80 institutional sales        Ken Grider                              FINANCIAL SERVICES
                                                                                                                                                   727.567.5289
professionals and over 8,400 affiliated financial advisors, as of   Head of Business Development            John Roddy
                                                                                                                                                   jamie.graff@raymondjames.com
                                                                    727.567.5091                            Head of Financial Services Group
6/30/21, in North America, and Europe, Raymond James boasts
                                                                    ken.grider@raymondjames.com             212.856.4880
one of the largest sales forces among all U.S. brokerage firms.                                                                                    TECHNOLOGY & SERVICES
                                                                                                            john.roddy@raymondjames.com
                                                                                                                                                   Brendan Ryan
                                                                    CONSUMER
Industry knowledge and distribution power are central to helping                                                                                   Co-Head of Technology &
                                                                    John Berg                               FINANCIAL SPONSORS
Raymond James’ investment bankers serve the needs of growth                                                                                        Services Group
                                                                    Head of Consumer Group                  David Clark
companies in the areas of public equity and debt underwriting,                                                                                     617.624.7019
                                                                    212.593.7392                            Head of Financial Sponsors Group
                                                                                                                                                   brendan.ryan@raymondjames.com
private equity and debt placement, and merger and acquisition       john.berg@raymondjames.com              617.624.7006
advisory services. Raymond James investment banking offices                                                 david.clark@raymondjames.com           Jon Steele
are located in 21 North American cities, including Atlanta,         CONVENIENCE STORE & FUEL                                                       Co-Head of Technology &
                                                                    PRODUCTS DISTRIBUTION                   HEALTH CARE                            Services Group
Baltimore, Boston, Calgary, Chicago, Dallas, Denver, Greater
                                                                    Scott Garfinkel                         Andrew Gitkin                          617.624.7020
Washington D.C., Houston, Los Angeles, Memphis, Nashville, New
                                                                    Head of Convenience Store & Fuel        Co-Head of Health Care Group           jon.steele@raymondjames.com
York, Raleigh, San Francisco, St. Petersburg, Toronto and           Products Distribution Group             424.281.2094
Vancouver, along with Munich, Frankfurt and London in Europe.       615.645.6796                            andrew.gitkin@raymondjames.com
                                                                    scott.garfinkel@raymondjames.com
                                                                                                            Riley Sweat
                                                                                                            Co-Head of Health Care Group
                                                                    DIVERSIFIED INDUSTRIALS
                                                                                                            615.645.6775
                                                                    Alper Cetingok
                                                                                                            riley.sweat@raymondjames.com
                                                                    Head of Diversified Industrials Group
                                                                    901.531.3203
                                                                                                            RECAPITALIZATION &
                                                                    alper.cetingok@raymondjames.com
                                                                                                            RESTRUCTURING
                                                                                                            Geoffrey Richards
                                                                    ENERGY
                                                                                                            Head of Recapitalization
                                                                    Marshall Adkins
                                                                                                            & Restructuring Group
                                                                    Head of Energy Group
                                                                                                            212.885.1885
                                                                    713.278.5239
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                                                                    marshall.adkins@raymondjames.com
                                        St. Petersburg

          Int’l Headquarters          IB Office

                                                                                                                                                 RAYMOND JAMES INVESTMENT BANKING 10
M&A INSIGHT                                                                                                                                                  Q2 2021

Raymond James Recent Advisory Transactions (4/1/21 – 6/30/21)

         June 2021                               June 2021                 June 2021                 June 2021                  June 2021                      June 2021

                                            Has entered into a
                                                                                               Has received a strategic   Has received a strategic
        Has acquired                    definitive agreement to be   Has successfully exited                                                              Has been acquired by
                                                                                                  investment from            investment from
                                                acquired by

         June 2021                               June 2021                 June 2021                 June 2021                  June 2021                      June 2021

                                                                                                                                                         A portfolio company of

                                          Has received a growth                                Has received a growth                                       Has entered into a
 Has been recapitalized by                                             Public takeover of                                  Has been acquired by
                                            investment from                                      investment from                                         definitive agreement to
                                                                                                                                                             be acquired by

                                                                                                                                                         A portfolio company of

         June 2021                               June 2021                 June 2021                 June 2021                  June 2021                      June 2021

     Has entered into a
  definitive agreement to                 A portfolio company of
    sell substantially all                                                                     A portfolio company of     Has received a Series C
                                                                     Has been acquired by                                                                    Has acquired
          assets to                                                                                                       growth investment led
                                                                                                                                    by
                                           Has been acquired by
  A portfolio company of                                                                        Has been acquired by

Past performance is not indicative of future results                                                                                     RAYMOND JAMES INVESTMENT BANKING 11
M&A INSIGHT                                                                                                                                          Q2 2021

Raymond James Recent Advisory Transactions (4/1/21 – 6/30/21)

         June 2021                               June 2021                June 2021              June 2021                 June 2021                     June 2021

                                                                     A portfolio company                             Has been acquired by           A portfolio company
   A portfolio company of                    Saltwater disposal
                                                                               of                                                                             of
                                           facilities and trucking
                                          assets in the Ark-La-Tex                          Has been acquired by
                                                    region
   Has received a growth                                                                                                                            Has announced an
                                           Has been acquired by                                                      A portfolio company of
     investment from                                                    Has acquired                                                                 investment from

         June 2021                               June 2021                May 2021                May 2021                 May 2021                      May 2021

   A portfolio company of                                                                                                                          A portfolio company of
                                           Has been acquired by      Has been acquired by                            Has been acquired by
                                                                                                                                                      Has merged with
                                                                                            Has been acquired by
   Has been acquired by
                                                                                                                                                   A portfolio company of

          May 2021                               May 2021                 May 2021                May 2021                 May 2021                      April 2021

       Has invested in                                                                          Has acquired         A portfolio company of
                                         Has been recapitalized by                                                                                 Has been acquired by
                                                                        Has acquired
              &                                                                                                      Has been acquired by
                                                                                            A portfolio company of

Past performance is not indicative of future results                                                                              RAYMOND JAMES INVESTMENT BANKING 12
M&A INSIGHT                                                                                                                                                     Q2 2021

Raymond James Recent Advisory Transactions (4/1/21 – 6/30/21)

           April 2021                             April 2021               April 2021                 April 2021                  April 2021                    April 2021

                                                                     A portfolio company of
     Has been acquired by                                                                                                  Has sold the assets of its     A portfolio company of
                                             Has entered into a                                 A portfolio company of            subsidiary
                                           definitive agreement to
                                                    acquire                                                                Umpqua Investments
     A portfolio company of                                              Has received
                                                                        financing from              Has acquired                      to                   Has been acquired by

           April 2021                             April 2021               April 2021                 April 2021                  April 2021                    April 2021
      PSB Holdings, Inc.
      Parent company of

                                                                                                  Has entered into a                                          Has received an
        Has acquired                       Has agreed to acquire a     Has combined in a      definitive agreement to be    Has been acquired by
                                                                                                                                                             investment from
    Waukesha Bankshares,                      majority stake in      strategic merger with            acquired by
             Inc.
      Parent company of

Past performance is not indicative of future results                                                                                        RAYMOND JAMES INVESTMENT BANKING 13
M&A INSIGHT                                                                                                                                                   Q2 2021

Raymond James Recent Capital Market Transactions (4/1/21 – 6/30/21)

              June 2021                            June 2021                June 2021                June 2021             June 2021                      June 2021

            $615,696,200                         $313,950,000             $302,800,000             $793,500,000          $696,670,000                   $111,900,000

        Initial Public Offering              Initial Public Offering   Initial Public Offering   Follow-on Offering   Initial Public Offering         Follow-on Offering
             Co-Manager                       Passive Bookrunner        Passive Bookrunner          Co-Manager             Co-Manager                 Passive Bookrunner

              June 2021                                May 2021              May 2021                May 2021               May 2021                       May 2021

            $57,316,000                          $241,500,000             $288,144,000             $688,878,750         $1,469,700,000                  $431,250,000

         Follow-on Offering                  Initial Public Offering   Initial Public Offering   Follow-on Offering    Follow-on Offering            Initial Public Offering
         Active Bookrunner                    Passive Bookrunner        Passive Bookrunner       Passive Bookrunner       Co-Manager                      Co-Manager

              May 2021                             April 2021                April 2021              April 2021             April 2021                     April 2021

            $116,725,000                         $506,832,000             $423,684,198             $522,422,500          $351,900,000                   $655,500,000

         Follow-on Offering                  Initial Public Offering   Initial Public Offering   Follow-on Offering   Follow-on Offering             Initial Public Offering
         Active Bookrunner                        Co-Manager                Co-Manager              Co-Manager        Passive Bookrunner              Passive Bookrunner

Past performance is not indicative of future results                                                                                     RAYMOND JAMES INVESTMENT BANKING 14
M&A INSIGHT                                                                                                                                                                 Q2 2021

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