Energy & Industrial Sector Observations

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1 Energy & Industrial Sector Observations M&A to Take Front Seat in Oil Industry. With low oil prices putting a damper on exploration activity, mergers and acquisitions are now considered to be the best bet to increase revenues, market reach and grow reserve base. The potential merger of Royal Dutch Shell and BG group will be the biggest oil and gas merger in over a decade, handing Shell several projects that already have cash flow. Statoil s CFO Torgrim Reitan admitted, [a]cquiring barrels might be cheaper than exploring for barrels, so we are monitoring it very closely. There are a lot of assets for sale. But I think high-quality assets are still not cheap. (Oil Price May 20, 2015) 102 Decker Court Suite 204 Irving, Texas WS-iBank.com Woods Mackenzie: Bakken, Eagle Ford Not Past Prime. Woods Mackenzie anticipates that the Bakken will produce just over 1.2 MMbpd in 2015 due to core retrenchment and operators attacking their best rocks first and the development of the West Nesson subplay that has 12 to 13 good-size operators drilling fantastic wells. Eagle Ford still has running room within high-return portions of the play. The performance of wells is improving over time in terms of initial production rates and EUR s due to advancements in completions, better lateral placement, faster pump rates and a shift from open hole completions using sliding sleeves to plug and perf with cement liner. (Rigzone May 19, 2015) Oil Producers Cast Aside Gloom as Rally Drives. Oil producers battered by the steepest market collapse in a generation are signaling for the first time that they believe the worst is behind them. Carrizo Oil & Gas Inc., Devon Energy Corp. and Chesapeake Energy Corp. all lifted their full-year production outlooks this week. Shale explorer EOG Resources Inc. said on Tuesday it plans to increase drilling as soon as crude stabilizes around $65 a barrel, while Pioneer Natural Resources Co. has said it is preparing to deploy more rigs as soon as July. (Bloomberg May 6, 2015) Broader Middle Market M&A Trends 6,000 5,000 4,000 3,000 2,000 1,000 Historical M&A Volume (Completed Deals < $500 Million) 10.0x 10 Year Avg. = 3, x 8.0x 6.0x 4.0x 2.0x Transaction Valuations (EBITDA Multiple; Completed Deals<$500 Million) 9.4x 8.4x 9.2x 8.4x 8.5x 8.2x 8.6x 8.3x 7.1x 7.4x 7.4x LTM 0.0x LTM

2 PMI 2 Energy Stock Price Performance U.S. Rig Count 2,250 2,000 1,750 1,500 1,250 1, /2/ /31/ /30/ /29/ /21/ /20/ /19/ % 80.0% 70.0% 60.0% 50.0% 40.0% 30.0% 20.0% 10.0% 0.0% Oil Gas % Oil (As of June 1, 2015) Red New York Stock Exchange Composite Blue Oilfield Index Green Exploration & Production Basin Rig Count YoY Rig Change % Change Permian % Eagle Ford % Williston % Industrial Stock Price Performance U.S. Industrial Manufacturing (ISM) Jan-08 Jan-09 Jan-10 Jan-11 Jan-12 Jan-13 Jan-14 Jan-15 (As of June 1, 2015) Red New York Stock Exchange Composite Blue Industrial and Infrastructure Mar-15 Apr-15 May-15 PMI

3 3 Notable Energy & Industrial Transactions Announcement Date 5/27/15 Apollo Global Management Acquiror Target Target/Transaction Description Energy & Industrial Manufacturing and CH2M HILL Colorado-based provider of infrastructure and natural resource (including water, nuclear and oil and gas) engineering solutions Transaction Value ($M) $ /25/15 Aveda Transportation and Energy Hodges Trucking Oklahoma-based provider of rig moving and heavy haul transportation services through 900 pieces of equipment including haul trucks, trailers, bed/pole trucks, cranes, forklifts/loaders and services vehicles 5/20/15 Novamex Energy Rio Bravo Oilfield 5/19/15 Crowley Maritime Maritime Management 5/18/15 Colfax GE Oil & Gas Roots business unit Texas-based manufacturer of carbon steel tanks, mobile or skid mud systems and buildings (e.g. control, generator, pump, tool, SCR and change houses) with operations in Texas and Mexico Washington-based provides crew management services (e.g. visas, crew certification and logistics, administrative and travel support) for offshore vessels serving the oil and gas industry Acquisition of Roots blowers and compressors business unit of GE; business unit provides blower and compressor technologies to the water treatment, chemical production and power generation industries $ /18/15 GEODynamics/ Lime Rock Connor Oil Tools Texas-based manufacturer of bridge plugs, setting tools and cement retainers 5/15/15 Audax Group TPC Wire & Cable Ohio-based designer and manufacturer of wire, cables and connectors used in the harsh environment markets 5/14/15 J.F. Lehman & Co. Sprint Energy Texas-based provider of waste management and safety services and rental equipment to the upstream industry across 3 U.S. shale basins 5/6/15 Cypress Energy Brown Integrity Texas-based provider of hydrostatic testing and related services through test trailers and more than 10,000 hp of equipment $11.2 5/5/15 HitecVision Underwater Integrity Solutions Equity commitment to pursue acquisitions and form strategic partnerships focused on underwater integrity and production assurance services $ /5/15 Gauthiers Oilfield Rental Modex Energy Rentals Merger of Gauthiers, which rents and sells offshore cargo carrying units, storage containers, office trailers and living quarters used in the oil and gas industry, with Modex Energy Rentals growing a combined inventory to 17,000 container units 5/4/15 CECO Environmental, Corp. PMFG, Inc. Global provider of engineered equipment for the abatement of air pollution, the separation and filtration of contaminants from gases and liquids, and industrial noise control equipment $130.0

4 4 Notable Exploration & Production and Midstream/Downstream Transactions Announcement Date Acquiror Target Target/Transaction Description Exploration & Production and Midstream/Downstream Transaction Value ($M) 5/28/15 Undisclosed buyer WPX Energy Divestiture of Marcellus Shale marketing contracts and certain firm related transportation capacity $ /27/15 Riverstone Holdings, LLC Carrier Energy, LLC Equity investment in addition to a previous $300 million investment in 2013 to acquire and exploit upstream oil and gas assets $ /27/15 Riley Exploration Group, LLC Cinco Resources, Inc. Acquisition of 90% equity interest in Cinco Resources through a share exchange providing Riley Exploration with asset opportunities in the Texas Gulf Coast, Permian Basin and Oklahoma Arkoma Basin 5/26/15 Ring Energy, Inc. Undisclosed seller Acquisition of assets located in the Permian Basin that include 14,000 acres producing 1,300 Boe/d $ /22/15 Vanguard Natural Resources Eagle Rock Energy Merger in which Vanguard will merge into Eagle Rock, becoming a wholly owned subsidiary, with a combined meaningful presence in the SCOOP and STACK plays $ /7/15 WGL Holdings, Inc. Energy Corp. of America Acquisition of natural gas reserves through working interests in producing natural gas wells located in Appalachian Basin $ /6/15 Undisclosed buyer Gastar Exploration, Inc. Divestiture of assets including 19,000 acres producing 170 Boe/d located in Oklahoma $46.2 5/6/15 Undisclosed buyer SM Energy Co. Divestiture of assets located in Arkoma Basin of Oklahoma and ArkLaTex area of east Texas and northern Louisiana $ /6/15 Crestwood Equity Crestwood Midstream Merger of two partnerships into a single publicly traded partnership, wherein Crestwood Midstream shareholders will receive 2.75 units of Crestwood Equity for each unit of Crestwood Midstream owned 5/4/15 Enable Midstream, LP Monarch Natural Gas, LLC Acquisition of natural gas gathering assets including 88 miles of gathering pipeline and 5,000 horsepower of associated compression located in the Texas Panhandle 5/4/15 Luxe Energy, LLC Natural Gas private equity fund Private equity financing to focus on West Texas through long-reach horizontal drilling and multistage fracking $ /4/15 Undisclosed buyer WPX Energy Sale of Marcellus shale marketing contracts and to release certain transportation capacity $ /4/15 Aethon Energy/ RedBird Capital Encana Oil & Gas, Inc. Acquisition of assets including 188,000 net acres located in Wyoming

5 5 Wilcox Swartzwelder & Co. Wilcox Swartzwelder & Co. is a boutique investment bank, specialized in delivering high quality financial advice exclusively to owners of middle market companies and oil and gas properties in the energy and industrial sector. Advisory services include company sales, mergers and acquisitions, private placements of debt and equity, oil and gas property acquisitions and divestitures, institutional capital raises, and general corporate finance matters. Through its merchant funding activities, the Firm acts as direct investor providing flexible capital to support small, entrepreneurial companies. Principals have more than 40 years of combined investment banking experience, closing over 100 transactions with an aggregate value in excess of $3.9 billion. They have also acted as investors with capital at risk, operators and board members in multiple companies, having navigated through various business cycles and completed transactions in both up and down markets. The Firm is fully licensed and registered. Securities are offered through PetroGrowth Energy Advisors, LLC, a registered broker-dealer and member of FINRA/SIPC. Notes: The information and views contained in this report were prepared by Wilcox Swartzwelder & Co. LLC and should not be construed as an offer to buy or sell or a solicitation to buy or sell any financial instruments or to participate in any trading strategy. The information contained herein is believed to be reliable, but Wilcox Swartzwelder & Co. LLC makes no representation as to its accuracy or completeness. Indices: Dow Jones U.S. Select Oil Equipment and Index (DJSOES), Dow Jones U.S. Select Oil Exploration and Production (DJSOEP), Industrial Select Sector SPDR (XLI), NYSE Composite Index (NYA) Data Sources: Dealogic, Capital IQ, Stockcharts.com, Baker Hughes, RigData, Rig Zone, Energy Information Agency (EIA), Association of Energy Service Companies (AESC), Institute of Supply Management (ISM), Wilcox Swartzwelder Proprietary Energy and Industrial M&A Database Copyright 2015 Wilcox Swartzwelder & Co. LLC, all rights reserved.

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