2013 AUTOMOTIVE AFTERMARKET MERGERS AND ACQUISITIONS

Transcription

1 2013 AUTOMOTIVE AFTERMARKET MERGERS AND ACQUISITIONS YEAR IN REVIEW AND OUTLOOK BB&T Capital Markets is a division of BB&T Securities, LLC, member FINRA/SIPC. BB&T Securities, LLC, is a wholly owned nonbank subsidiary of BB&T Corporation. Securities or insurance products and annuities sold, offered or recommended are not a deposit, not FDIC insured, not guaranteed by a bank, not guaranteed by any federal government agency and may go down in value. Information contained herein has been obtained from sources we believe to be reliable and accurate, but we do not guarantee its accuracy or completeness. This material is not to be considered an offer or solicitation regarding the sale of any security. 2013, Branch Banking and Trust Company. All rights reserved.

2 Introduction BB&T Capital Markets ( BB&T) and the Automotive Aftermarket Suppliers Association ( AASA ) are pleased to bring you the 2013, and second annual, Automotive Aftermarket M&A Overview. This publication, which is a collaboration between BB&T and AASA, is intended to serve as a review of notable deals and deal trends in the automotive aftermarket in It also looks forward to the deal market in 2014 and beyond. Transactions have played and continue to play an increasingly important role in the transformation of the automotive aftermarket. Deals have the power to change the market, alter the customer base, and challenge companies competitive positions. As the industry continues to outperform the general market and remain stable in trying times, investors have become increasingly interested in the sector. This publication is an effort by BB&T and AASA to ensure that companies in the aftermarket and the investors behind them understand what is happening in the market and stay ahead of the curve on transaction trends. Thank you, Jonathan A. Carey Managing Director, Head of Aftermarket Investment Banking Practice BB&T Capital Markets [email protected] BB&T Capital Markets is the leading investment bank to the aftermarket. The firm provides unparalleled industry expertise with best-in-class transaction execution. BB&T Capital Markets has the only dedicated aftermarket practice on Wall Street, and offers merger & acquisition advisory, capital raising, and a full suite of investment banking services to the entire aftermarket channel and in every segment of the industry. BB&T Capital Markets is an affiliate member and frequent partner with the AASA. W. Curtis Draper Vice President, Industry Analysis, Planning, and Member Services Automotive Aftermarket Suppliers Association (AASA) [email protected] The Automotive Aftermarket Suppliers Association exclusively represents the North American Aftermarket supplier industry. AASA and its parent MEMA is recognized as one of the nation s strongest and most prominent trade organizations with more than 100 years of experience. AASA s sole mission is to help its members, the aftermarket suppliers, to be more profitable, innovative and competitive on a global scale

3 Table of Contents Overview of U.S. M&A Activity Automotive Aftermarket M&A Commentary Aftermarket Supplier M&A Commentary What to Expect in 2014 Appendix: Public Aftermarket Metrics & Select 2013 Aftermarket Transactions 2

4 Key Takeaway: M&A Markets are as Strong as They Have Ever Been (If You Take a Seller s Perspective) 2013 was characterized by strong demand driving aggressive buyer behavior Buyers remain flush with cash; private equity as a result of fund dynamics, and strategic as a result of more conservative cash management A slight decline in 2013 deal supply versus 2012 created a sense of scarcity and, as a result, sell-side processes are generating high levels of interest from both domestic and international buyers Competition among financial sponsors, along with historically low pricing, is driving valuations higher and prompting more robust diligence processes prior to exclusivity Strategic buyers are aggressively pursuing acquisitions as a means to supplement growth, underwriting higher levels of synergies While leverage levels and sources of financing have increased significantly, senior lenders are conducting more robust diligence for transactions prior to committing capital Overall in 2013, there were 9,263 M&A transactions across all industries in the U.S deal volume lagged 2012 by 11.1%, as many sellers pulled forward sale processes into 2012 to avoid increases in capital gains rates that took effect in 2013 On the other hand, deal value for 2013 totaled $958 billion, a 6.6% increase from $899 billion in 2012, as M&A metrics reached multi-year highs Transaction activity was also driven by improved macroeconomic conditions, rising consumer confidence, and decreasing unemployment; however, businesses continued to face some uncertainty with healthcare reform, budget sequestration, and the government shutdown in 2013 (By Disclosed Value) NUMBER & VALUE OF TOTAL U.S. TRANSACTIONS # of Deals 1, Source: FactSet 3

5 Key Takeaway: Lots of Money Needs to be Put to Work Driving Values Higher While capital market activity proved strong in 2013 as a large number of strategic and private equity investors put cash to work in M&A transactions, both continue to retain significant investment firepower The aggregate cash balances of S&P 500 companies reached $1.4 trillion as of the third quarter 2013 and dry powder, or uninvested capital, at private equity firms has reached near-record levels of over $470 billion One of the biggest stories in 2013 was the credit markets, which were red hot during the year and continue to be at the start of 2014 ($ billions) $1,600 $1,400 $1,200 $1,000 $800 $600 $400 $200 $935 $930 Leverage levels are nearing pre-recession highs, driven by rising values for quality companies The availability and terms of credit maintained their high levels and supported rising deal values during the year Pricing on senior debt remains historically low at LIBOR + 3.5% to 4.5% Average minimum equity contribution remained stable at 25% to 30% S&P CASH BALANCES Strategic buyers remain flush with cash as a result of more conservative cash management following the downturn and are again actively participating in acquisitions $1,010 $1,090 $1,050 $1,002 $1,023 $1,050 $1,360 $ * Source: FactSet; Buyouts Magazine *2013 as of Q3 ($ billions) $500 AVERAGE LEVERAGE MULTIPLES IN LEVERAGED BUYOUTS 1 $450 $400 $350 $300 $250 $200 $150 $100 $50 $0 $76 PRIVATE EQUITY DRY POWDER Funds available for investment now stand at $470 billion, which equates to nearly $950 billion in purchasing power when factoring in current borrowing availability $153 $277 $405 $412 $402 $403 $446 $ Average Total Leveraage Multiple 6.0x 5.0x 4.0x 3.0x 2.0x 1.0x 4.3x 4.7x 4.8x 5.6x The amount of money lenders are willing to invest continues to rise towards pre-recession levels and in some circumstances exceeds 2007 levels 4.5x 3.2x 4.2x 4.3x 4.6x 4.8x 0.0x Source: Pitchbook (1) Expressed as a multiple of EBITDA 4

6 Key Takeaway: M&A Volume Will Increase in the Coming Years Private equity buyers are investing more and holding their portfolio companies longer than average The current median hold period for portfolio companies is trending above the three-to-five year period that private equity firms typically target Because many of today s portfolio companies were acquired in the mid-2000s, just prior to the downturn, private equity firms have had to lengthen their hold period to give their investments time to recover and meet pre-recession expectations As holding periods increase, as well as the number of private equity investors and assets under management, the inventory of current private equity-backed companies has grown for more than a decade MEDIAN PORTFOLIO COMPANY HOLD PERIOD Years Private equity firms are holding companies longer to recognize expected returns on their investments, resulting in greater company inventory held * INVENTORY OF CURRENT PRIVATE EQUITY-BACKED COMPANIES 8,000 7,000 6, ,000 4,000 3,000 2,000 1, ,115 Built up inventory will result in an increased number of companies coming to market in the near term 3,713 4,452 5,316 5,959 6,272 6,665 7,000 7,307 7, * Year Acquired: Pre * 3,458 2, Source: Pitchbook *Through 10/31/2013 5

7 Table of Contents Overview of U.S. M&A Activity Automotive Aftermarket M&A Commentary Aftermarket Supplier M&A Commentary What to Expect in 2014 Appendix: Public Aftermarket Metrics & Select 2013 Aftermarket Transactions 6

8 Suppliers, Retailers, and Distributors Driving Aftermarket M&A Despite trailing 2012 in terms of deal volume, 88 M&A deals closed in the automotive aftermarket in s volume totaled 136 Deals in the middle market (deal values less than $1 billion), and specifically in the lower middle market ($10 $250 million) remained the driver of deal volume in the industry Investors in the automotive aftermarket consisted of both strategic and private equity buyers, though both lagged 2012 activity Strategic buyer transactions, which increased by 25% in 2012, decreased 38% in 2013 Private equity buyers completed 16 platform acquisitions (a new investment in a sector), and made 23 add-on investments to existing platforms There are now 146 private equity-owned businesses in the aftermarket, as compared to 140 in 2012 Transactions involving suppliers or retailers / distributors continued to dominate deal volume, representing 80% of total activity AFTERMARKET TRANSACTIONS (BY TARGET TYPE) Retailer, 6 Collision, 14 Independent Servicers, 5 Distributor, 20 Other, 2 Supplier, 41 NUMBER OF AFTERMARKET TRANSACTIONS (BY TRANSACTION SIZE) NUMBER OF AFTERMARKET TRANSACTIONS (BY BUYER TYPE) $0 - $250m $250m - $1b > $1 billion Strategic Buyers Financial Buyers Note: Deals with no disclosed enterprise value were estimated by BB&T Capital Markets 7

9 Deals are Getting Done in All Segments of the Aftermarket ($ in millions) SELECT STRATEGIC BUYER TRANSACTIONS SINCE JANUARY 1, 2013 Date Target Buyer TEV Target Description 1/2/2014 $450 Distributor of specialty aftermarket equipment and accessories 1/2/2014 $2,040 Distributor of replacement automotive parts, supplies, and tools 9/13/2013 NA 4/1/2013 $1,019 Designer, manufacturer, and supplier of exhaust products Reseller and supplier of automotive parts and accessories in Australia and New Zealand SELECT PRIVATE EQUITY TRANSACTIONS SINCE JANUARY 1, 2013 Date Target Buyer Seller TEV Target Description 11/20/2013 * NA 10/24/2013 * NA 10/14/2013 $1,000 2/1/2013 $4,900 1/15/2013 NA 1/7/2013 NA Operator of auto body, paint, dent, and collision repair centers Supplier of highperformance auto parts Supplier of information solutions to collision repair operators and insurers Manufacturer, marketer, and distributor of coating systems primarily for the transportation industry Leader in collision repair and insurance estimating software solutions and analytical tools Manufacturer of automotive air conditioning products *Denotes transactions where BB&T Capital Markets served as financial advisor 8

10 Advance Auto Part s Acquisition of General Parts International 1 Transaction Overview: On January 2, 2014, Advance Auto Parts ( Advance ) completed its acquisition of General Parts International ( General Parts ) for $2.04 billion, creating one of the largest automotive aftermarket parts providers in North America. As a result of the transaction, Advance now operates over 5,264 stores, 1,418 independent customer locations, and 50 distribution centers in 49 states and Canada. The combination puts Advance s last twelve months ( LTM ) sales at more than $9.3 billion (pro forma) equaling rival AutoZone s LTM sales of $9.3 billion. has been acquired by January 2014 Advance Auto Parts (NYSE: AAP) Headquartered in Roanoke, Va., Advance Auto Parts, a leading automotive aftermarket retailer of parts, accessories, batteries, and maintenance items in the United States, serves both the do-ityourself and professional installer markets. General Parts International General Parts is a leading distributor and supplier of original equipment and aftermarket replacement products for commercial markets, operating under the CARQUEST and WORLDPAC brands. Deal Metrics TEV: $2.04 billion TEV / EBITDA (pre-synergies): 9.3x TEV / EBITDA (post-synergies): 5.4x Pro Forma Combined Company Metrics Revenue: $9.3 billion EBITDA: $1.1 billion Pro Forma, synergized (run-rate) EBITDA: $1.3 billion Advance s Stated Acquisition Rationale Embrace the Shift from DIY to DIFM With increasing vehicle complexity and a need for professional installers, Advance will benefit from General Parts predominately commercial customer base Solidify Position in the Import Automotive Segment WORLDPAC a subsidiary of General Parts and a leading importer and distributor of replacement parts provides Advance Auto with the opportunity to capitalize on a growing number of imported vehicles in the U.S. Strengthen ecommerce Platform WORLDPAC and CARQUEST s ecommerce platforms speeddial and WebLink are the largest internet-based, commercial focused B2B ordering sites in the industry Compelling Financial Impact Within three years of the combination, $160 million worth of cost synergies are expected to be realized in purchasing, store/corporate scale and leverage, and the supply chain (1) Company Websites and filings 9

11 Table of Contents Overview of U.S. M&A Activity Automotive Aftermarket M&A Commentary Aftermarket Supplier M&A Commentary What to Expect in 2014 Appendix: Public Aftermarket Metrics & Select 2013 Aftermarket Transactions 10

12 Suppliers Aim to Regain Power Via Acquisition Although falling short of 2012 totals, supplier M&A activity remained fairly robust as larger players continued pursuing consolidation strategies Suppliers continued to seek growth through acquisition, expanding market share in existing and expanding to new product lines Optimism has been on the rise, supported by economic growth and pent-up demand, and suppliers recognize the opportunities and challenges presented by customer and channel consolidation, including the Advance / General Parts transaction Suppliers, importantly, are realizing the need to be on the right side of the consolidation movement, as it is becoming increasingly critical to maintain bargaining power and position in the market Consolidation among suppliers will help claw back some bargaining power lost to retailers and distributors in the past As the channel evolves, suppliers, especially those with service and/or distribution capabilities, will continue to get closer to the ultimate installer (whether DIY or DIFM) 2013 AFTERMARKET SUPPLIER TRANSACTIONS Number of Deals (By Size) $0 - $250m $250m - $1b > $1 billion (By Buyer Type) Financial Buyers 22% Strategic Buyers 78% Note: Deals with no disclosed enterprise value were estimated by BB&T Capital Markets 11

13 Table of Contents Overview of U.S. M&A Activity Automotive Aftermarket M&A Commentary Aftermarket Supplier M&A Commentary What to Expect in 2014 Appendix: Public Aftermarket Metrics & Select 2013 Aftermarket Transactions 12

14 What to Expect in 2014 More Growth Favorable industry drivers persisted throughout 2013 and will continue to draw investors to the automotive aftermarket Each segment of the aftermarket outperformed the S&P 500 in 2013 Sales and EBITDA for companies in BB&T s index 1 are expected to increase at a median of 6.2% and 10.5%, respectively, in 2014 The macro growth drivers of the aftermarket continue to look favorable Light vehicle fleet projected to grow to 257 million light vehicles by 2016 Average age of vehicles on the road at a record high of 11.4 years New light vehicle sales are expected to exceed 15 million in 2014, which will particularly benefit the collision segment Coming off of a down year in 2013, we expect overall and automotive aftermarket M&A activity to rebound and increase in 2014 Strategic and private equity buyers remain flush with cash Macroeconomic conditions are stable and improving Consolidation is very real in the aftermarket and businesses are increasingly recognizing the opportunity Despite these trends, we acknowledge the possibility for rising interest rates in 2014, which will present a challenge to strategic buyers in reducing corporate cash flows and in access to cheap capital for private equity buyers On the bright side for buyers, however, this trend could lead to lower company valuations and continued investment ALL SEGMENTS OF THE AFTERMARKET ARE GROWING 16.0% 14.0% 14.5% Annual Sales Growth 12.0% 10.0% 8.0% 6.0% 4.0% 5.7% 9.5% 8.0% 3.7% 8.4% 6.9% 5.5% 2.0% 0.0% Suppliers Retailers & Distributors Independent Service Providers & Dealers Collision CY2014 Expected Sales Growth CY2015 Expected Sales Growth Source: Capital IQ (1) BB&T index includes the below companies: Suppliers: CTB, DORM, FDML, GT, MPAA, REMY, SNA, SMP, TEN; Retailers & Distributors: AAP, AZO, GPC, ORLY, PBY, PRTS, UNS; Independent Service Providers & Dealers: ABG, AN, KMX, GPI, LAD, MNRO, PAG, PBY, SAH; Collision: BYD.UN, CPRT, KAR, LKQ, SLH 13

15 Favorable Growth Drivers will Support Deal Volume in 2014 LIGHT VEHICLE FLEET IS INCREASING (millions) Simply put, more vehicles on the road means more demand for automotive aftermarket products and services E 2014P 2015P 2016P Source: R.L. Polk, BB&T Capital Markets Research AVERAGE LIGHT VEHICLE AGE IS INCREASING (years) The trend toward an aging vehicle fleet has accelerated as a result of fewer new vehicle sales in recent years and consumers propensity to maintain their existing vehicles, though now rebounding new car sales will slow this trend Source: R.L. Polk 14

16 Favorable Growth Drivers will Support Deal Volume in 2014 NEW LIGHT VEHICLE SALES ACCELERATED (millions) New vehicle sales will not put much of a dent in average age in the short run, but will help the propel the collision repair and accessories subsectors Source: CCC Information Services, Wards Auto MILES TRAVELED SHOWING POSITIVE YEAR-END TRENDS 3% Growth in disposable income and stability in gas prices has led to improving vehicle miles traveled 2.9% $5.00 Vehicle Miles Traveled (Year-Over-Year Change) 2% 1% 0% (1%) (2%) (3%) 1.2% 0.5% (1.4%) (1.5%) 1.6% 1.7% 0.2% (2.8%) Nov-12 Dec-12 Jan-13 Feb-13 Mar-13 Apr-13 May-13 Jun % 1.8% 2.0% (0.1%) Jul-13 Aug-13 Sep-13 Oct-13 Nov-13 $4.50 $4.00 $3.50 $3.00 $2.50 $2.00 Average Gasoline Price Per Gallon Vehicle Miles Traveled Gasoline Prices Source: FHWA, U.S. Energy Information Administration 15

17 Favorable Growth Drivers will Support Deal Volume in 2014 USED VEHICLE VALUES IN DECLINE (millions) 130 Manneheim Used Vehicle Value Index (1995=100) Dec 2008 Jun 2009 Dec 2009 Jun 2010 Significant improvements in SAAR rates, increasing offlease volumes, and an expanding wholesale supply will continue to push used vehicle values down Dec 2010 Jun 2011 Dec 2011 Jun 2012 Dec 2012 Jun 2013 Dec 2013 Source: Manneheim Consulting 16

18 Table of Contents Overview of U.S. M&A Activity Automotive Aftermarket M&A Commentary Aftermarket Supplier M&A Commentary What to Expect in 2014 Appendix: Public Aftermarket Metrics & Select 2013 Aftermarket Transactions 17

19 Operating Metrics Last Twelve Months $ in millions Suppliers Net Margins Sales Growth EBITDA Growth SSS Ticker LTM Date Revenue EBITDA EBIT Income Gross EBITDA EBIT NI 1 Year 5 Year 1 Year 5 Year Latest Q Affinia Group Intermediate Holdings Inc. (1) N/A 09/30/13 $1,511 $164 $142 ($67) 22.8% 10.9% 9.4% (4.4%) 3.8% (7.5%) 13.1% 4.6% Cooper Tire & Rubber Co. CTB 06/30/13 3, % 14.1% 10.7% 6.1% (5.5%) 5.5% 47.0% 21.1% Dorman Products, Inc. DORM 09/28/ % 20.5% 18.9% 12.2% 10.3% 12.7% 14.1% 28.0% Federal-Mogul Corporation FDML 09/30/13 6, (20) 13.8% 7.0% 2.7% (0.3%) 4.5% (1.2%) (8.0%) (8.8%) The Goodyear Tire & Rubber Company GT 09/30/13 19,794 1,963 1, % 9.9% 6.3% 2.0% (8.5%) (0.7%) 13.8% 1.4% Motorcar Parts of America Inc. MPAA 09/30/ (1) (6) % (0.3%) (1.5%) 7.3% 44.2% 25.7% NM NA Remy International, Inc. REMY 09/30/13 1, % 12.0% 8.8% 3.6% (4.8%) (1.1%) (5.1%) 6.1% Snap-on Inc. SNA 12/31/13 3, % 20.5% 18.1% 10.8% 4.5% 2.0% 11.4% 7.9% Standard Motor Products Inc. SMP 09/30/ % 10.7% 8.9% 5.1% 2.9% 3.8% 25.9% 24.2% Tenneco Inc. TEN 12/31/13 7, % 8.9% 6.3% 2.3% 8.2% 6.1% 11.1% 15.2% UCI Holdings Limited (1) N/A 09/30/ % 13.2% 7.9% 0.2% 0.6% 1.5% (19.7%) 13.7% Retailers & Distributors Mean $4,305 $457 $315 $ % 11.6% 8.8% 4.1% 5.5% 4.3% 10.4% 11.3% NA Median $1,511 $164 $142 $ % 10.9% 8.8% 3.6% 3.8% 2.0% 12.2% 10.8% NA Advance Auto Parts Inc. AAP 12/28/13 $6,494 $901 $693 $ % 13.9% 10.7% 6.0% 4.7% 4.8% 6.4% 8.5% 0.1% American Tire Distributors Holdings, Inc. (1) N/A 09/28/13 3, (23) 16.8% 4.6% 1.8% (0.6%) 7.5% 12.9% 11.9% 10.4% AutoZone, Inc. AZO 11/23/13 9,250 2,029 1,793 1, % 21.9% 19.4% 11.1% 6.7% 7.2% 8.8% 9.4% 0.9% Genuine Parts Company (2) GPC 09/30/13 13,679 1,217 1, % 8.9% 8.0% 5.1% 6.0% 4.2% 12.0% 5.3% 4.3% KAR Auction Services, Inc. KAR 09/30/13 2, % 22.4% 13.4% 5.1% 9.1% NA 4.4% NA O'Reilly Automotive Inc. ORLY 12/31/13 6,649 1,287 1, % 19.4% 16.6% 10.1% 7.6% 13.2% 11.4% 23.5% 5.4% Pep Boys - Manny, Moe & Jack (3) PBY 11/02/13 2, (4) 28.6% 5.2% 1.5% (0.2%) 1.8% 1.2% (5.2%) 31.0% (3.1%) U.S. Auto Parts Network, Inc. PRTS 09/28/ (12) (45) 28.9% 0.7% (4.7%) (17.5%) (19.0%) 10.4% (84.0%) (7.0%) Uni-Select Inc. (5) UNS 09/30/13 1, NM 4.0% 3.2% 0.9% (0.6%) 9.5% (18.9%) (3.1%) 1.2% Independent Service Providers & Dealers Mean $5,113 $696 $568 $ % 11.2% 7.7% 2.2% 2.6% 7.9% (5.9%) 9.8% 1.5% Median $3,655 $477 $284 $ % 8.9% 8.0% 5.1% 6.0% 8.3% 6.4% 8.9% 1.1% Asbury Automotive Group, Inc. ABG 12/31/13 $5,335 $250 $226 $ % 4.7% 4.2% 2.0% 15.0% 5.4% 21.8% 13.8% AutoNation Inc. AN 12/31/13 17, % 4.8% 4.2% 2.1% 11.8% 5.8% 13.1% 9.3% CarMax Inc. KMX 11/30/13 12, % 7.4% 6.7% 4.0% 16.1% 10.9% 16.6% 48.6% Group 1 Automotive Inc. GPI 12/31/13 8, % 3.6% 3.2% 1.3% 19.3% 9.5% 20.0% 12.8% Lithia Motors Inc. LAD 09/30/13 3, % 5.1% 4.6% 2.6% 23.6% 12.6% 24.7% 29.6% Monro Muffler Brake Inc. MNRO 12/28/ % 14.7% 10.8% 6.1% 16.4% 12.1% 17.5% 14.4% 0.3% Penske Automotive Group, Inc. PAG 09/30/13 14, % 3.4% 3.0% 1.6% 14.4% 2.8% 20.7% 6.3% Pep Boys - Manny, Moe & Jack (4) PBY 11/02/13 2, (4) 28.6% 5.2% 1.5% (0.2%) 1.8% 1.2% (5.2%) 31.0% (2.5%) Rush Enterprises, Inc. RUSH.B 09/30/13 3, % 5.7% 2.8% 1.5% 1.8% 13.0% (5.7%) 12.1% Sonic Automotive Inc. SAH 09/30/13 8, % 3.4% 2.8% 1.0% 7.9% 6.5% 5.2% 5.6% Collision Mean $7,740 $373 $315 $ % 5.8% 4.4% 2.2% 12.8% 8.0% 12.9% 18.3% (1.1%) Median $7,026 $272 $233 $ % 4.9% 3.7% 1.8% 14.7% 8.0% 17.1% 13.3% (1.1%) Boyd Group Income Fund (5) BYD.UN 09/30/13 $532 $31 $20 ($3) 45.2% 5.8% 3.8% (0.5%) 26.7% 21.7% 15.9% 19.2% 4.4% Copart, Inc. CPRT 10/31/13 1, % 30.3% 25.7% 16.1% 16.0% 6.5% (5.0%) 3.3% KAR Auction Services, Inc. KAR 09/30/13 2, % 22.4% 13.4% 5.1% 9.1% NA 4.4% NA LKQ Corp. LKQ 09/30/13 4, % 12.2% 10.5% 6.1% 20.5% 21.0% 22.7% 19.3% 11.3% Solera Holdings Inc. SLH 12/31/ % 39.1% 26.9% 0.3% 11.1% 9.8% 2.8% 11.3% Mean $1,890 $355 $266 $ % 22.0% 16.1% 5.5% 16.7% 14.7% 8.2% 13.3% 7.9% Median $1,087 $348 $279 $ % 22.4% 13.4% 5.1% 16.0% 15.4% 4.4% 15.2% 7.9% (1) Affinia Group, and UCI International have publicly traded debt only and thus are included in operating and performance metrics, but not valuation multiples (2) Same store sales for Genuine Parts reflects automotive segment only (3) Same store sales reflect Pep Boys' merchandise business only (4) Same store sales reflect Pep Boys' service business only (5) Reported results converted at the exchange rate as of the above date * Definitions: LTM = Last Twelve Months; EBITDA = Earnings Before Interest, Taxes, Depreciation, and Amortization; EBIT = Earnings Before Interest & Taxes; NI = Net Income SSS = Same Store Sales, where applicable Source: Capital IQ, Company Filings 18

20 Valuation Metrics As of 02/07/2014 $ in millions, except per share Suppliers Stock 52 Week Market Price / P/E Forward PEG TEV / Revenue TEV / EBITDA Ticker Price High / Low Cap TEV TBV LTM CY 2014 CY 2015 CY 2014 CY 2015 LTM CY 2014 CY 2015 LTM CY 2014 CY 2015 Cooper Tire & Rubber Co. CTB $23.12 $34.80 / $20.55 $1,509 $1, x 6.9x 9.1x NA NA NA 0.5x 0.5x NA 3.3x 4.3x NA Dorman Products, Inc. DORM $52.73 $56.51 / $ ,924 1, x 25.9x 20.0x 17.5x 1.1x 1.0x 3.0x 2.5x 2.3x 14.5x 11.6x 10.3x Federal-Mogul Corporation FDML $16.69 $23.62 / $4.80 2,504 4,492 NM 36.4x 13.4x 11.0x NA NA 0.7x 0.6x 0.6x 8.7x 6.6x 5.8x The Goodyear Tire & Rubber Company GT $23.53 $26.29 / $ ,809 11,142 NM 11.0x 8.4x 7.4x 0.2x 0.2x 0.6x 0.5x 0.5x 5.7x 4.9x 4.6x Motorcar Parts of America Inc. MPAA $21.49 $21.75 / $ x NM 14.4x 10.7x 0.7x 0.5x 0.9x 1.3x 1.0x NM 7.5x 6.0x Remy International, Inc. REMY $19.17 $23.81 / $ x 13.4x NA NA NA NA 0.8x NA NA 6.3x NA NA Snap-on Inc. SNA $ $ / $ ,319 7, x 20.1x 16.6x 15.1x 1.6x 1.4x 2.2x 2.2x 2.1x 10.7x 9.9x 9.1x Standard Motor Products Inc. SMP $31.02 $39.99 / $ x 14.0x 12.4x 11.7x 1.1x 1.0x 0.8x 0.7x 0.7x 7.2x 6.5x 6.2x Tenneco Inc. TEN $56.17 $57.85 / $ ,417 4, x 15.4x 12.8x 10.5x 0.7x 0.6x 0.5x 0.5x 0.5x 6.1x 5.5x 4.8x Retailers & Distributors Mean $2,569 $3, x 17.9x 13.4x 12.0x 0.9x 0.8x 1.1x 1.1x 1.1x 7.8x 7.1x 6.7x Median $1,924 $1, x 14.7x 13.1x 11.0x 0.9x 0.8x 0.8x 0.7x 0.7x 6.8x 6.5x 6.0x Advance Auto Parts Inc. AAP $ $ / $75.62 $9,095 $9, x 22.3x 16.9x 15.1x 1.0x 0.9x 1.4x 0.9x 0.9x 10.0x 7.7x 7.0x AutoZone, Inc. AZO $ $ / $ ,014 22,044 NM 19.1x 17.0x 15.0x 1.1x 1.0x 2.4x 2.3x 2.2x 10.9x 10.6x 10.1x Genuine Parts Company GPC $81.59 $85.41 / $ ,594 13, x 18.7x 17.8x 16.8x 1.8x 1.7x 1.0x 0.9x 0.9x 10.8x 9.5x 9.0x KAR Auction Services, Inc. KAR $28.39 $30.46 / $ ,946 6,263 NM 35.7x 19.7x 17.4x 1.2x 1.1x 2.9x 2.7x 2.6x 13.1x 10.6x 9.7x O'Reilly Automotive Inc. ORLY $ $ / $ ,806 16, x 25.0x 21.3x 18.7x 1.3x 1.1x 2.6x 2.4x 2.2x 13.2x 11.9x 11.0x Pep Boys - Manny, Moe & Jack PBY $12.15 $14.07 / $ x NM 23.1x 33.8x NA NA 0.4x 0.4x 0.4x 8.4x 6.1x NA U.S. Auto Parts Network, Inc. PRTS $2.32 $3.18 / $ x NM NM NA NM NA 0.4x 0.4x NA NA 14.9x NA Uni-Select Inc. (1) UNS $28.00 $31.10 / $ , x 23.0x 9.9x 9.2x 0.9x 0.8x 0.6x 0.5x 0.5x 14.3x 8.5x 8.2x Independent Service Providers & Dealers Mean $7,597 $8, x 24.0x 18.0x 18.0x 1.2x 1.1x 1.5x 1.3x 1.4x 16.9x 10.0x 9.2x Median $6,521 $7, x 22.6x 17.8x 16.8x 1.2x 1.0x 1.2x 0.9x 0.9x 12.0x 10.0x 9.3x Asbury Automotive Group, Inc. ABG $50.13 $55.82 / $31.89 $1,552 $2, x 14.5x 12.6x 11.4x 0.8x 0.7x 0.5x 0.5x 0.4x 10.6x 9.5x 8.9x AutoNation Inc. AN $51.13 $54.49 / $ ,084 10, x 16.7x 15.1x 13.7x 0.9x 0.8x 0.6x 0.6x 0.5x 12.6x 12.0x 11.2x CarMax Inc. KMX $47.54 $53.08 / $ ,612 17, x 21.5x 19.3x 17.5x 1.5x 1.3x 1.4x 1.2x 1.1x 18.4x 16.4x 15.2x Group 1 Automotive Inc. GPI $62.98 $82.40 / $ ,467 3,547 NM 12.4x 11.1x 9.9x 0.7x 0.6x 0.4x 0.4x 0.3x 11.0x 11.3x 12.4x Lithia Motors Inc. LAD $58.21 $74.94 / $ ,507 2, x 15.2x 12.9x 11.8x 0.5x 0.4x 0.6x 0.5x 0.5x 11.7x 9.5x 9.1x Monro Muffler Brake Inc. MNRO $56.83 $58.00 / $ ,787 1, x 37.0x 26.4x 22.5x 1.4x 1.2x 2.4x 2.1x 1.9x 16.4x 12.9x 11.5x Penske Automotive Group, Inc. PAG $42.04 $47.79 / $ ,792 7,134 NM 16.9x 13.0x 11.9x 0.8x 0.7x 0.5x 0.4x 0.4x 14.0x 12.8x 12.0x Pep Boys - Manny, Moe & Jack PBY $12.15 $14.07 / $ x NM 23.1x 33.8x NA NA 0.4x 0.4x 0.4x 8.4x 6.1x NA Rush Enterprises, Inc. RUSH.B $23.85 $25.99 / $ ,052 1, x 19.5x 13.5x 10.8x NA NA 0.6x 0.5x 0.5x 10.9x 12.1x 9.7x Sonic Automotive Inc. SAH $22.15 $25.24 / $ ,167 3,072 NM 11.7x 10.3x 9.6x 0.5x 0.5x 0.4x 0.3x 0.3x 10.5x 9.8x 9.4x Collision Mean $2,967 $5, x 18.4x 15.7x 15.3x 0.9x 0.8x 0.8x 0.7x 0.6x 12.4x 11.2x 11.0x Median $1,529 $2, x 16.7x 13.3x 11.9x 0.8x 0.7x 0.5x 0.5x 0.5x 11.3x 11.6x 11.2x Boyd Group Income Fund (1) BYD.UN $30.68 $30.84 / $15.84 $517 $533 NM NM NA NA NA NA 1.0x NA NA 19.0x NA NA Copart, Inc. CPRT $33.91 $38.26 / $ ,258 4, x 25.8x 21.5x 18.2x 1.6x 1.4x 4.2x 3.9x 3.7x 13.8x 11.4x 10.4x KAR Auction Services, Inc. KAR $28.39 $30.46 / $ ,946 6,263 NM 35.7x 19.7x 17.4x 1.2x 1.1x 2.9x 2.7x 2.6x 13.1x 10.6x 9.7x LKQ Corp. LKQ $28.09 $34.32 / $ ,444 9, x 29.3x 20.6x 16.0x 1.0x 0.8x 2.0x 1.6x 1.4x 16.4x 12.1x 9.5x Solera Holdings Inc. SLH $64.42 $71.15 / $ ,438 5,837 NM NM 22.8x 19.6x 1.8x 1.6x 6.6x 5.9x 5.4x 16.8x 14.5x 13.2x Mean $4,321 $5, x 30.3x 21.2x 17.8x 1.4x 1.2x 3.3x 3.5x 3.3x 15.8x 12.1x 10.7x Median $4,258 $5, x 29.3x 21.1x 17.8x 1.4x 1.2x 2.9x 3.3x 3.1x 16.4x 11.7x 10.1x (1) Stock prices, market cap, and enterprise values converted at the exchange rate as of the date above. * Definitions: LTM = Last Twelve Months; EBITDA = Earnings Before Interest, Taxes, Depreciation, & Amortization; P/E = Stock Price / Earnings Per Share; TEV = Total Enterprise Value TBV = Tangible Book Value; PEG = (Calendarized P/E) / Long Term Growth Source: Capital IQ, Company Filings 19

21 Performance Metrics As of 02/07/2014 Suppliers Days Outstanding Cash Total Debt / Debt / Interest Current Quick S&P Debt Ticker A / R Inventory A / P Conversion Debt Capital EBITDA Coverage Ratio Ratio Rating Outlook Affinia Group Intermediate Holdings Inc. (1) N/A $ % 5.7x 1.9x 2.2x 0.9x B Stable Cooper Tire & Rubber Co. CTB % 0.7x 12.9x 2.3x 1.1x BB- Stable Dorman Products, Inc. DORM NA NA NA 5.1x 2.9x NA NA Federal-Mogul Corporation FDML , % 5.9x 1.1x 2.4x 1.5x B Negative The Goodyear Tire & Rubber Company GT , % 3.3x 2.4x 1.7x 1.1x BB- Stable Motorcar Parts of America Inc. MPAA NM % NA NM 1.3x 0.3x NA NA Remy International, Inc. REMY % 2.3x 4.9x 1.9x 1.1x B+ Positive Snap-on Inc. SNA % 1.5x 10.6x 2.5x 1.7x A- Stable Standard Motor Products Inc. SMP % 0.3x NM 1.9x 0.6x NA NA Tenneco Inc. TEN , % 1.6x 5.8x 1.2x 0.7x BB Positive UCI Holdings Limited (1) N/A % 5.3x 1.8x 2.2x 1.3x NA NA Retailers & Distributors Mean $1, % 3.0x 5.2x 2.3x 1.2x Median $ % 2.3x 3.6x 2.2x 1.1x Advance Auto Parts Inc. AAP $1, % 1.2x 19.3x 1.4x 0.5x BBB- Stable American Tire Distributors Holdings, Inc. (1) N/A , % 6.1x 1.6x 2.0x 0.6x B Stable AutoZone, Inc. AZO NM 4, % 2.1x 8.6x 0.8x 0.1x BBB Stable Genuine Parts Company GPC % 0.7x NM 1.5x 0.6x NA NA KAR Auction Services, Inc. KAR NA NA 2, % 5.3x 3.3x 1.3x 1.2x B+ Stable O'Reilly Automotive Inc. ORLY , % 1.1x 18.2x 1.2x 0.2x BBB Stable Pep Boys - Manny, Moe & Jack PBY % 3.0x 3.6x 1.2x 0.1x B Negative U.S. Auto Parts Network, Inc. PRTS % 10.5x NM 1.3x 0.2x NA NA Uni-Select Inc. UNS % 6.3x 3.4x 2.0x 0.6x NA NA Independent Service Providers & Dealers Mean $1, % 4.0x 8.3x 1.4x 0.4x Median $1, % 3.0x 3.6x 1.3x 0.5x Asbury Automotive Group, Inc. ABG NA NA NA NA $1, % 4.4x 4.6x 0.0x 0.0x BB Stable AutoNation Inc. AN NA NA NA NA 4, % 5.3x 5.9x 0.0x 0.0x BBB- Stable CarMax Inc. KMX , % 7.8x NM 3.4x 1.0x NA NA Group 1 Automotive Inc. GPI , % 6.5x 4.0x 1.1x 0.2x BB Positive Lithia Motors Inc. LAD % 4.1x 6.3x 1.3x 0.2x NA NA Monro Muffler Brake Inc. MNRO % 1.7x 8.5x 1.2x 0.1x NA NA Penske Automotive Group, Inc. PAG , % 7.1x 2.4x 1.0x 0.2x BB- Positive Pep Boys - Manny, Moe & Jack PBY % 3.0x 3.6x 1.2x 0.1x B Negative Rush Enterprises, Inc. RUSH.B , % 3.7x 1.5x 1.3x 0.3x NA NA Sonic Automotive Inc. SAH , % 6.5x 1.6x 1.1x 0.2x BB Stable Collision Mean $2, % 5.0x 4.3x 1.1x 0.1x Median $1, % 4.9x 4.0x 1.2x 0.1x Boyd Group Income Fund BYD.UN NM $96 0.8x 3.1x 5.5x 1.1x 0.9x NA NA Copart, Inc. CPRT NM x 1.1x NM 1.2x 1.0x NA NA KAR Auction Services, Inc. KAR NA NA 2, x 5.3x 3.3x 1.3x 1.2x B+ Stable LKQ Corp. LKQ , x 2.2x 11.1x 2.6x 0.9x BB+ Stable Solera Holdings Inc. SLH 54.3 NA 30.0 NA 1, x 4.9x 3.5x 3.9x 3.6x BB- Stable Mean $1, % 3.3x 5.8x 2.0x 1.5x Median $1, % 3.1x 4.5x 1.3x 1.0x (1) Affinia Group, American Tire Distributors, and UCI International have publicly traded debt only and thus are included in operating and balance sheet metrics, but not valuation multiples * Definitions: EBITDA = Earnings Before Interest, Taxes, Depreciation, and Amortization; Acct. Rec. Days Outstanding = Accounts Receivable / Sales * Days; Inventory Days Outstanding = Inventory / Cost of Goods Sold * Days; Days Payable Outstanding = Accounts Payable / Cost of Goods Sold * Days; Cash Conversion = Acct. Rec. Days Outstanding + Inventory Days Outstanding - Days Payable Outstanding; Debt / Capital = Total Debt / (Total Debt + Book Value of Equity); Interest Coverage = EBITDA / Interest Expense Source: Capital IQ, Bloomberg, Company Filings 20

22 Present Aftermarket Transactions Date Target Target Description Buyer Seller TEV Pending Affinia Group, Global Chassis Business Supplier of chassis Federal-Mogul Corporation Affinia Group $150 Pending Johnson Controls, Automotive Electronics Business Manufacturer of automotive electronics Visteon Corporation Johnson Controls $265 Pending Weller Truck Parts Supplier of new and used truck parts in Michigan Jasper Engine And Transmission 1/31/2014 Hercules Tire & Rubber Company Distributor of private-label tires American Tire Distributors FdG Associates $320 1/24/2014 Prestolite Electric (Beijing) Supplier of alternators and starters Zhongshan Broad-Ocean Motor Prestolite Electric $1,119 1/20/2014 RIMCO Retailer of custom tires and wheels Rent A Wheel Aaron's 1/15/2014 Meridian Rack & Pinion Supplier of aftermarket and OEM auto parts Gladstone Capital Corp $6 1/15/2014 Collision Authority Collision repair operator in Nevada Service King Paint & Body (The Carlyle Group) 1/13/2014 USA Industries Distributor of alternators and starters Remy International 1/7/2014 Auto Paint & Supply of Lakeland Distributor of automotive paint and supplies Uni-Select 1/7/2014 Honeywell's brake friction business Supplier of automotive brake friction products Federal-Mogul Honeywell $160 1/6/2014 Power Heavy Duty Heavy duty trade association VIPAR Heavy Duty 1/2/2014 Keystone Automotive Operations 1/2/2014 General Parts International Distributor of specialty aftermarket equipment and accessories Supplier and distributor of automotive parts through CARQUEST and WORLDPAC stores LKQ Platinum Equity $450 Advance Auto Parts $2,040 12/17/2013 Wholesale Tire Distributors Wholesale distributor of tires in Utah and Wyoming American Tire Distributors 12/16/2013 MSD Performance Group Supplier of performance automotive parts, including ignition products Z Capital Golub Capital $78 12/13/2013 Just Brakes Retail supplier of automotive brake and maintenance services Hicks Equity Partners, Gemini Investors, and Monhegan Partners 12/13/2013 Distribution Services Technologies Supplier of B2B e-commerce, ERP support, and analytics solutions for part distributors Solera Holdings 12/13/2013 ASA Automotive Systems Software supplier for tire and services sales Constellation Software ASA International 12/6/2013 BAP Auto Parts, Tuscan Locations Chain of import parts stores in Arizona Merle's Automotive Supply 11/22/2013 DHF Automotive Solutions Aftermarket parts supplier in Brazil 11/21/2013 Accurate Autobody Collision repair operator in Tennessee Cequent Performance Products (TriMas Corporation) Service King Paint & Body (The Carlyle Group) 11/20/2013 Caliber Collision Centers Largest U.S. collision repair operator with over 157 locations OMERS Private Equity ONCAP 11/18/2013 BAP Auto Parts, Phoenix Locations Chain of import parts stores in Arizona Parts Authority 11/15/2013 Tire Distributors Distributor of branded, OE, and private brand tires American Tire Distributors 11/11/2013 Sprayglo Auto Refinishing and Body Repair Auto painting/refinishing and body repair servicer in the southeast MAACO Franchising 11/8/2013 MAC S.A. Wholesale distributor of batteries Johnson Controls 21

23 Present Aftermarket Transactions Date Target Target Description Buyer Seller TEV 10/29/ Day Paint & Body Centers Motor vehicle body repair and painting services in California, Nevada, and New Mexico MAACO Franchising 10/24/2013 Holley Performance Products Supplier of high-performance auto parts, including fuel intake and exhaust products Lincolnshire Management Monomoy Capital Partners 10/14/2013 Mitchell International Supplier of information solutions to collision repair operators and insurers KKR Aurora Capital Group; Norwest Equity Partners $1,000 10/14/2013 Mallory Marine Manufacturer of marine ignition parts SeaStar Solutions (H.I.G. Capital) 10/10/2013 Hayes Brothers Operator of collision repair centers in the northeast U.S. Cooks Collision 10/7/2013 AMP Research Supplier of running boards, bed steps, and related products Lund International (Highlander Products) 10/1/2013 Re-Involt Technologies Remanufacturer of hybrid batteries Dorman Products 9/30/2013 Precision Parts Pty. Lt Manufacturer of harmonic balancers Dayco Products 9/27/2013 ADASENS Automotive GmbH Developer of advanced driver assistance systems DENSO Fico Mirrors, S.A. 9/23/2013 SCT Performance Supplier of engine and transmission calibration software for the performance aftermarket / fleets Global Environment Fund Tillery Capital 9/16/2013 International Muffler Co. Manufacturer of replacement exhaust and emissions products AP Exhaust Technologies 9/10/2013 INTRAPHEX Manufacturer of automotive mirrors and cameras AAMP of Florida (Audax Group) Tatmar 9/9/ Discount Tire Centers from AKH Company Online retailer of tires, rims, and wheels Pep Boys 9/3/2013 Kent Chamois Company Marketer of car care accessories Armored AutoGroup (Avista Capital Holdings) $4 9/3/2013 HC Capital Group (d.b.a. Hansen Collision and Glass) Collision repair, towing, and replacement services company Boyd Group Income Fund 8/30/2013 Western Star Trucks Australia Distributor of commercial vehicles, spare parts, and support in Australia Penske Automotive Group Transpacific Industries Group 8/28/ locations from South Lubes Quick lube franchisor in the southeast U.S. Heartland Automotive Services (Sun Capital) 8/19/2013 Volant Performance Manufacturer of performance cool air intakes TMG Performance Products Tree-Loft 8/14/2013 Parts Unlimited Supplier of automotive interior restoration products Trim Parts Holdings Corp. (Dubin Clark & Company) 8/8/2013 CCI Corp. Supplier of commercial vehicle parts and service TruckPro (Harvest Partners) 8/6/2013 Mallory Industries Manufacturer of automotive parts, including car care tools Hopkins Manufacturing (ONCAP) 8/2/2013 QBR Brake Assets Supplier and remanufacturer of brake calipers and accessories BBB Industries (Windjammer Capital Investors) 7/26/2013 Lake Shore Radiator Distributor of radiators and specialty auto parts Keystone Automotive Industries 7/26/2013 American Condenser & Coil Assets Supplier of air conditioning condensers Vista-Pro Automotive (McLinden Capital) 7/25/ stores from Curry's Auto Service Auto repair chain and tire distributor in the southeast U.S. Monro Muffler Brake Curry's Auto Service 7/18/2013 Johnson Controls, HomeLink Product Line Manufacturer of vehicle-based radio-frequency devices Gentex Corp. 7/16/2013 Woodbury Automotive Warehouse Wholesale supplier of automotive parts in the northeast U.S. Parts Authority 22

24 Present Aftermarket Transactions Date Target Target Description Buyer Seller TEV 7/8/2013 YKW Motor Sports Distributor of tires and related tuning products in Canada Tire Discounter Group 6/28/2013 Royal Auto Glass Supplier of automotive glass and windshield replacement services in the Midwest U.S. ABRA Auto Body & Glass (Palladium Equity) 6/19/2013 U.S. Chemical & Plastics Manufacturer of automotive refinishing products Matrix System Automotive Finishes (Audax Group) Alco Industries 6/12/2013 R. L. Polk Supplier of automotive intelligence and marketing solutions IHS Automotive $1,403 6/10/2013 Saman, Condenser Business Manufacturer of automotive condensers and radiator cooling fans Vista-Pro Automotive (McLinden Capital) 6/10/2013 Queensway Auto Body, Limited Operator of collision service outlets and garages in Canada Boyd Group Income Fund 6/5/2013 Adelman's Truck Parts of Cleveland Remanufacturer of truck transmissions and differentials TransAxle (Graham Partners) 5/31/2013 Auto Meter Products Supplier of gauges and test equipment for the automotive performance aftermarket Promus Equity Partners Harbour Group 5/31/2013 Dinan Engineering Supplier of tuning systems and components for BMW vehicles B&M Racing & Performance (Dubin Clark) 5/31/2013 Glass America Supplier of automobile glass replacement and repair services across the U.S. Boyd Group Income Fund 5/30/2013 Hastings Manufacturing Manufacturer of replacement piston rings for cars and light-duty trucks RFE Investment Partners 5/30/2013 Salvage Parent Supplier of vehicle remarketing services Copart 5/20/2013 Concho Supply, Dallas/Fort Worth Operations Wholesale automotive parts distributor in Texas XL Parts 5/14/2013 Challenger Lifts Manufacturer of car lifts and jacks Snap-On Gen Cap $38 5/13/2013 Performance Warehouse of Portland, Sacramento Operations Distributor of automotive parts and accessories in the pacific northwest U.S. National Performance Warehouse 5/13/2013 Allen Auto Glass Auto glass servicer in Massachusetts JN Phillips Glass Company 5/13/2013 Acme Glass Company Auto glass servicer in Massachusetts JN Phillips Glass Company 5/10/2013 Precision Collision Auto Body Collision repair operator in Washington ABRA Auto Body & Glass (Palladium Equity) 5/1/2013 Sator Holding BV Overseas importer and distributor of aftermarket spare parts LKQ H2 Equity Partners B.V. $268 4/30/2013 Regional Tire Distributors Wholesale distributor of tires in Canada Trican Tire Distributors $69 4/30/2013 KAPS Warehouse Wholesaler and retailer for auto parts in Idaho Frank Edwards Co. 4/26/2013 E&L Battery & Ignition Co. Distributor of aftermarket automotive parts in New Jersey Hahn Automotive Warehouse 4/23/2013 Walt's Auto Care Centers Operator of auto repair and car service centers in Washington Meineke Car Care Centers 4/22/2013 Tradesman Truck Accessories Manufacturer of truck accessories, including storage boxes Lund International Holdings (Highlander Partners) 4/16/2013 National 4WD Centres Retailer of four-wheel drive and truck accessories Transamerican Auto Parts Supply 4/10/2013 ionroad Developer of automotive safety mobile applications Harman International Industries QUALCOMM Ventures 4/3/2013 F3 Brands Manufacturer of plastic automotive products Hopkins Manufacturing (ONCAP) 23

25 Present Aftermarket Transactions Date Target Target Description Buyer Seller TEV 4/3/2013 F3 Brands Manufacturer of plastic automotive products Hopkins Manufacturing (ONCAP) 4/2/2013 Exego Group Reseller of aftermarket automotive parts and accessories in Australia and New Zealand Genuine Parts Company Unitas Capital Pte. $1,019 4/1/2013 Auburn Tire Service Tire dealer and automotive service supplier in California Sullivan Tire Co. 3/28/2013 Pendragon Operator of a network of franchised vehicle dealerships Cazenove Capital Management 3/27/2013 Greulich's Automotive Services, Three Collision Repair Centers Collision repair operator in Arizona Service King Paint & Body (Carlyle Group) 3/25/2013 Brake Parts Manufacturer and marketer of braking systems Torque Capital Group $33 3/14/2013 Workhorse Custom Chassis Manufacturer of truck chassis AMP Holding Navistar International $5 3/13/2013 Interlube Systems Manufacture of lubrication systems Timken Co. NVM Private Equity 3/11/2013 Prestige Fender Flares Manufacturer and distributor of fender flares 3/1/2013 Tow Daddy Manufacturer of towing electrical products 2/13/2013 Robert Elgart & Son Distributor of automotive supplies in Pennsylvania Lund International Holdings (Highlander Partners) Hopkins Manufacturing (ONCAP) DYK Automotive (Dobbs Management) 2/13/2013 The Cline Company Manufacturer and distributor of transmission products Rexnord Corporation (Apollo Global Management) 2/1/2013 DuPont Performance Coatings (d.b.a. Axalta) Manufacturer and distributor of coating systems The Carlyle Group Dupont $4,900 2/1/2013 Beall Transport Equipment Co. Supplier of auto parts and services in Oregon Polar Corporation Beall Corporation 1/31/2013 Commercial Service Locations of Northwestern Tire Distributor of tires in Minnesota Brentwood Associates 1/28/2013 Rough Country Manufacturer and distributor of automotive components, including suspension kits Audax Group 1/16/2013 Everything Automotive, (d.b.a. AutoBody America) Operator of collision repair centers in Tennessee Service King Paint & Body (The Carlyle Group) 1/15/2013 CCC Information Services Supplier of software and communications systems to the collision repair industry Leonard Green & Partners Investcorp 1/9/2013 Express Oil Change Operator of automotive service centers in the Midwest and southeast U.S. Carousel Capital Partners Thompson Street Capital Partners 1/7/2013 IDQ Supplier of air conditioning maintenance and repair solutions Kinderhook Industries Castle Harlan 1/4/2013 Strike Force Brand Manufacturer of cleaners and protective coatings Treatment Products Ltd. 1/2/2013 Spectre Performance Manufacturer of performance automotive parts, including intake products K&N Engineering (Gryphon Investors) 24