BUSINESS SERVICES INDUSTRY UPDATE DECEMBER

Transcription

1 Investment banking services are provided by Harris Williams LLC, a registered broker-dealer and member of FINRA and SIPC, and Harris Williams & Co. Ltd, which is authorised and regulated by the Financial Conduct Authority. Harris Williams & Co. is a trade name under which Harris Williams LLC and Harris Williams & Co. Ltd conduct business.

2 HW&CO. DEAL SPOTLIGHT a portfolio company of is being acquired by a portfolio company of is being acquired by TRENDS WE ARE SEEING TRANSFORMATION OF THE STAFFING & COMMERCIAL BROKERAGE INDUSTRIES An increasing number of traditional staffing companies have been utilizing M&A to broaden the spectrum of their service offering. Traditional staffing firms are increasingly developing strategies that include both pure staffing solutions, as well as on-site employee management services. TrueBlue s acquisition of SIMOS, a provider of workforce efficiency insourcing solutions, is one example of such an acquisition. Read the article here. In December 2014, Insight Global, a major player in the staffing services industry, acquired Monument Consulting, which expanded Insight Global s solution to include management of contingent labor spend. We have observed a similar trend in the commercial real estate brokerage industry. Traditional commercial brokers, such as JLL and Cushman & Wakefield, are increasingly expanding their stable of services to become fully outsourced providers. For example, CBRE acquired Johnson Controls, Inc. s Global WorkPlace Solutions division, which provides facilities maintenance services to commercial real estate owners. Read the article here. WHAT WE RE READING Harris Williams & Co. served as the advisor to GCA Group ( GCA ) in its pending sale to Goldman Sachs and Thomas H. Lee Partners. The Company is the nation s premier provider of custodial services, facilities maintenance, grounds management, and other outsourced workforce solutions to education and commercial end markets. Founded in 2003, GCA has over 35,000 employees and serves over 960 customers. Read about it here. Harris Williams & Co. served as the advisor to Inventus Solutions, Inc. ( Inventus ) in its pending sale to RPX Corporation (NASDAQ: RPXC). The Company is a premier provider of ediscovery solutions to Fortune 500 companies, global law firms, and government entities. Inventus offers multi-matter data management, ediscovery, attorney review, and managed services in the United States and internationally. Read about it here. TROVER SOLUTIONS COULD BE ACQUIRED BY NEW MOUNTAIN CAPITAL Trover Solutions, a Louisville, Kentucky-based provider of cost containment services and software to the private healthcare payor and property and casualty insurance industries, is to be acquired by New Mountain Capital. The sale was cleared by the Federal Trade Commission on December 8 th. Read the article here. CONTENTS BUSINESS SERVICES UPDATE EQUITY TRADING OVERVIEW ECONOMIC TRENDS M&A MARKET TRENDS PUBLIC COMPARABLES GROUP OVERVIEW Harris Williams & Co. is a leading advisor to the business services market. Our significant experience covers a broad range of end markets, industries, and business models. This particular report focuses on trends and metrics in the following areas: Business Process Outsourcing Consulting Human Resources Insurance, Legal, and Risk Marketing and Information Transaction Processing Education and Training Facility CONTACTS Derek Lewis Managing Director [email protected] +1 (804) Bob Baltimore Managing Director [email protected] +1 (804) John Klim Director [email protected] +1 (804) Marshall Croft Vice President [email protected] +1 (804) CIB MANAGEMENT AND CIB TO BE ACQUIRED BY JLL CIB Management, the largest commercial property manager in the Greater Baltimore area, and CIB, a leading provider of brokerage services, have agreed to be acquired by JLL (NYSE: JLL). The acquisition will significantly increase JLL s size and scope of services in the region. The combined companies will manage approximately 15 million square feet of property in the city. Mark Levy, a Managing Director in JLL s Baltimore office, stated that it s a very complimentary acquisition there s not a lot of overlap. Read the article here. PAGE 1

3 12-month % Change in Stock Price BUSINESS SERVICES EQUITY TRADING OVERVIEW KEY TRADING STATISTICS 1,2 Sector Number of Companies Median Enterprise Value ($mm) Change in Stock Price LTM Multiples 2015E 3 mos. 12 mos. EV/EBITDA P/E EV/EBITDA P/E Business Process Outsourcing 11 $5, % 25.8% 14.1x 23.3x 11.8x 18.4x Consulting 10 1, % (2.4%) 9.6x 22.5x 8.7x 17.4x Human Resources 17 1, % 20.5% 11.4x 21.2x 9.1x 15.9x Insurance, Legal, and Risk 7 9, % 9.2% 12.4x 21.5x 10.1x 16.1x Marketing & Information 29 6, % 12.9% 13.3x 25.9x 12.3x 18.6x Transaction Processing 9 11, % 28.8% 15.8x 28.5x 12.8x 21.6x Education & Training (7.1%) (30.7%) 5.6x 14.1x 5.8x 14.7x Business Index 100 $5, % 12.9% 12.4x 22.5x 10.1x 17.4x As of December 9, 2015 PUBLIC COMPANY SECTOR PERFORMANCE 1,2 40.0% 14.0x 12.6x 13.0x 30.0% 11.9x 12.0x 12.0x 20.0% 10.0% 0.0% 8.6x 10.1x 10.1x 9.8x 8.8x 11.0x 10.0x 9.0x 8.0x 7.0x EV/2015E EBITDA Multiple (10.0%) 5.9x 6.0x 5.0x (20.0%) Business Process Outsourcing Transaction Processing Human Resources Business Index Marketing & Information Insurance, Legal, and Risk NM S&P 500 Consulting Education & Training 4.0x 12-month % Change in Stock Price EV/2015E EBITDA Multiple As of December 9, 2015 PAGE 2

4 YOY Change Initial Claims Consumer Confidence BUSINESS SERVICES ECONOMIC TRENDS A SNAPSHOT OF KEY ECONOMIC INDICATORS U.S. GDP GROWTH 3 CONS. CONFIDENCE AND UNEMPLOYMENT RATE 4,5 (In trillions of chained 2009 dollars) $16.5 $ % % 12.0% GDP $15.5 $15.0 $14.5 $14.0 $13.5 $13.0 Sep-06 Sep-08 Sep-10 Sep-12 Sep-14 GDP Value Annual Percentage Growth Sources: (1) U.S. Bureau of Economic Analysis 5.0% 0.0% (5.0%) (10.0%) Annual Percentage Growth % % % % Consumer Confidence Unemployment Rate % Nov-07 Nov-08 Nov-09 Nov-10 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15 Sources: (2) The Conference Board and U.S. Bureau of Labor Statistics 10.0% Unemployment Rate NON-FARM PAYROLLS (1-MONTH NET CHANGE) 5 U.S. INITIAL JOBLESS CLAIMS 6 (Payrolls in 000s) (Claims in 000s) (200) (400) (600) (800) Nov 15: , , , , , , , ,000 0 Nov 15: 276,000 (1,000) Nov-06 Nov-07 Nov-08 Nov-09 Nov-10 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15 Sources: (3) Bureau of Labor Statistics Sources: (4) United States Department of Labor CONSUMER PRICE INDEX 5 ISM NON-MANUFACTURING INDEX 7 6.0% 5.0% 4.0% Nov 15 YOY Change: 0.2% Nov 15: % % 1.0% 0.0% -1.0% -2.0% -3.0% Nov-06 Nov-07 Nov-08 Nov-09 Nov-10 Nov-11 Nov-12 Nov-13 Nov Nov-08 Nov-09 Nov-10 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15 Sources: (5) Bureau of Labor Statistics Sources: (6) The Institute for Supply Management PAGE 3

5 Number of Deals BUSINESS SERVICES M&A MARKET TRENDS SELECT RECENT M&A TRANSACTIONS Date Target Business Description Acquirer Pending GCA Group, Inc. GCA Group, Inc. provides facility services in the United States and Puerto Rico. Thomas H. Lee Partners, L.P.; The Goldman Sachs Group, Inc. Pending CIB Management, LLC and CIB, LLC CIB Management, LLC and CIB, LLC provides real estate management and brokerage services. Jones Lang LaSalle Incorporated Pending Kurt Salmon US Inc., Certain Operations Kurt Salmon US Inc., provides management consulting services in the United States and internationally. Solucom SA Pending Inventus Solutions, Inc. Inventus Solutions, Inc. provides ediscovery servies to Fortune 500 Companies, Law Firms, and Government entities in the United States and internationally. RPX Corporation 12/15/2015 Beacon Consulting Group, Inc. 12/14/2015 CapTech Ventures, Inc. 12/8/2015 Texas Teachers of Tomorrow, LLC Beacon Consulting Group, Inc. provides advisory and management consulting services to financial and investment firms. CapTech Ventures, Inc., an IT management consulting company, provides transformation, customer engagement, data and analytics, and custom IT solutions for Fortune 500 and government agencies in the United States. Texas teachers of Tomorrow, LLC is a leading alternate certification program that enables individuals to become certified teachers. Accenture plc Markel Ventures Gauge Capital, LLC 12/1/2015 SIMOS Insourcing Solutions, Inc. SIMOS Insourcing Solutions, Inc. provides labor management solutions for manufacturers and distribution centers to control their labor costs. TrueBlue, Inc. 12/1/2015 Advanced Language Translation Inc. Advanced Language Translation, Inc. provides translation services for documents, software, websites, and multimedia projects. Morningside Translations, Inc. 11/9/2015 Precision Resource Company 11/4/2015 TLK Group LLC Precision Resource Company provides staffing services to power generating, transmission, refining, and production facilities in the United States. TLK Group LLC provides call center services focusing on the cable telecommunications industry. System One Holdings, LLC One Equity Partners LLC 10/22/2015 Verisure Holding AB Verisure Holding AB develops, supplies, and installs home security systems in Europe, South America, and internationally. Hellman & Friedman LLC BUSINESS SERVICES M&A VOLUME (BY YEAR) 1,2 3,000 2,500 2,675 2,306 2,460 2,556 2,789 2,340 2,601 2,613 2,000 1,860 1,500 1, YTD Undisclosed <$100M >$100M & <$250M >$250M & <$500M >$500M & <$1.0B >$1.0B+ Source: Capital IQ (1) Represents all announced or closed M&A transactions in the United States and Canada (2) No transaction value provided for undisclosed deals PAGE 4

6 PUBLIC COMPARABLES PUBLIC COMPANY PERFORMANCE 1,2 Price at As a % of Market Enterprise EBITDA ($ in millions, except per share data) 12/16/15 52-wk High Cap Value (EV) Margins Revenue EBITDA Revenue EBITDA Business Process Outsourcing Tata Consultancy Limited $ % $71,105 $67, % 4.4x 17.2x 4.3x 15.1x Cognizant Technology Solutions Corporation % 37,956 34, % 2.9x 14.7x 2.8x 13.9x Wipro Ltd % 20,419 17, % 2.4x 10.7x 2.4x 10.5x Genpact Limited % 5,285 5, % 2.3x 13.8x 2.3x 13.2x Computershare Limited % 4,443 5, % 2.9x 10.6x 3.1x 10.5x Computer Sciences Corporation % 4,354 5, % 0.5x 5.3x 0.5x 2.9x Convergys Corporation % 2,575 2, % 0.9x 7.3x 0.9x 7.3x WNS (Holdings) Ltd % 1,607 1, % 2.7x 15.1x 2.8x 13.1x Exlservice Holdings, Inc % 1,573 1, % 2.4x 16.6x 2.3x 13.4x TeleTech Holdings Inc % 1,408 1, % 1.1x 8.8x 1.1x 8.8x Sykes Enterprises, Incorporated % 1,355 1, % 0.9x 7.8x 0.9x 7.9x Mean 87.1% $13,825 $13, % 2.1x 11.6x 2.1x 10.6x Median 91.4% $4,354 $5, % 2.4x 10.7x 2.3x 10.5x Consulting Accenture plc $ % $68,493 $65, % 2.1x 12.6x 2.1x 12.8x CEB Inc % 2,126 2, % 2.7x 11.7x 2.7x 10.8x The Advisory Board Company % 2,091 2, % 3.6x 34.1x 3.3x 15.3x FTI Consulting, Inc % 1,484 1, % 1.1x 9.5x 1.1x 9.2x Huron Consulting Group Inc % 1,235 1, % 2.0x 10.3x 2.0x 9.5x Navigant Consulting Inc % % 1.1x 7.8x 1.1x 8.1x ICF International Inc % 681 1, % 0.9x 9.1x 0.9x 8.9x Resources Connection, Inc % % 0.9x 9.5x 0.9x 9.5x CBIZ, Inc % % 1.0x 8.7x 1.0x 8.3x CRA International Inc % % 0.5x 5.2x 0.5x 3.0x Mean 81.4% $7,825 $7, % 1.6x 11.8x 1.6x 9.5x Median 81.8% $1,016 $1, % 1.1x 9.5x 1.1x 9.3x Human Resources Randstad Holding NV $ % $11,222 $11, % 0.6x 13.0x 0.6x 11.3x Towers Watson & Co % 9,200 8, % 2.4x 12.1x 2.4x 11.4x ManpowerGroup Inc % 6,380 6, % 0.3x 8.5x 0.3x 8.5x Robert Half International Inc % 6,198 5, % 1.2x 9.6x 1.2x 9.3x Hays plc % 3,015 3, % 0.5x 11.5x 0.5x 10.5x On Assignment Inc % 2,361 3, % 1.5x 14.5x 1.5x 12.9x Michael Page International plc % 2,274 2, % 1.3x 15.1x 1.3x 13.2x Korn/Ferry International % 1,775 1, % 1.4x 9.6x 1.2x 8.2x 51job Inc % 1,738 1, % 3.8x 12.5x 3.6x 11.4x USG People NV % 1,197 1, % 0.5x 13.9x 0.5x 10.7x Insperity, Inc % 1, % 0.4x 9.8x 0.4x 8.3x TrueBlue, Inc % 1,130 1, % 0.5x 8.6x 0.5x 8.3x Kforce Inc % % 0.6x 10.5x 0.6x 9.4x SThree Plc % % 0.5x 11.2x 0.5x 9.4x Kelly, Inc % % 0.1x 9.0x 0.1x 6.6x Heidrick & Struggles International Inc % % 0.7x 7.8x 0.7x 7.1x Barrett Business Inc % % 0.5x 8.6x 0.1x 7.7x Mean 85.8% $2,966 $2, % 1.0x 10.9x 0.9x 9.7x Median 86.6% $1,738 $1, % 0.6x 10.5x 0.6x 9.4x Insurance, Legal, and Risk Marsh & McLennan Companies, Inc. $ % $29,906 $33, % 2.6x 11.9x 2.6x 11.6x Aon plc % 26,548 31, % 2.7x 12.8x 2.7x 12.4x Willis Group Holdings Public Limited Company % 8,366 10, % 2.8x 12.6x 2.7x 12.4x Arthur J Gallagher & Co % 7,515 9, % 1.8x 12.9x 1.8x 11.2x Brown & Brown Inc % 4,533 5, % 3.2x 9.5x 3.2x 9.7x Epiq Systems, Inc % % 1.9x 14.4x 1.8x 8.6x Crawford & Company % % 0.4x 6.1x 0.4x 5.1x EV / LTM EV / 2015E Mean 83.6% $11,100 $13, % 2.2x 11.4x 2.2x 10.1x Median 90.5% $7,515 $9, % 2.6x 12.6x 2.6x 11.2x As of December 16, 2015 PAGE 5

7 PUBLIC COMPARABLES PUBLIC COMPANY PERFORMANCE 1,2 Price at As a % of Market Enterprise EBITDA EV / LTM EV / 2015E ($ in millions, except per share data) 12/16/15 52-wk High Cap Value (EV) Margins Revenue EBITDA Revenue EBITDA Marketing & Information Thomson Reuters Corporation $ % $29,633 $37, % 3.1x 14.5x 3.1x 11.0x WPP plc % 29,533 34, % 1.9x 9.7x 1.9x 11.6x Moody's Corporation % 19,636 20, % 6.0x 13.0x 6.0x 13.0x Omnicom Group Inc % 18,104 21, % 1.4x 9.6x 1.4x 9.6x Nielsen Holdings plc % 17,103 24, % 3.9x 15.7x 3.9x 13.1x Alliance Data Systems Corporation % 16,709 31, % 5.0x 19.3x 4.8x 16.4x Experian plc % 16,629 19, % 4.3x 13.4x 4.3x 11.1x Publicis Groupe SA % 13,672 16, % 1.8x 9.8x 1.6x 9.3x Equifax Inc % 13,382 14, % 5.6x 16.0x 5.5x 15.8x Verisk Analytics, Inc % 13,354 16, % 8.3x 17.8x 7.9x 16.6x Wolters Kluwer NV % 9,755 12, % 2.7x 11.0x 2.7x 10.6x The Interpublic Group of Companies, Inc % 9,277 10, % 1.3x 10.1x 1.3x 9.8x IHS Inc % 8,098 9, % 4.3x 17.0x 4.3x 13.5x CoStar Group Inc % 6,757 6, % 10.0x 85.2x 9.5x 55.3x FactSet Research Systems Inc % 6,699 6, % 6.6x 18.3x 6.6x 18.0x Informa plc % 5,822 7, % 3.9x 12.7x 4.0x 12.6x DST Systems Inc % 4,033 4, % 1.7x 11.3x 2.1x 10.6x Dun & Bradstreet Corp % 3,826 5, % 3.1x 12.4x 3.2x 10.9x Morningstar Inc % 3,638 3, % 4.3x 13.6x 4.3x 13.2x Havas % 3,500 3, % 1.6x 10.0x 1.5x 9.3x UBM plc % 3,328 4, % 3.1x 13.6x 2.9x 10.9x CoreLogic, Inc % 3,289 4, % 3.0x 13.4x 3.0x 10.7x Fair Isaac Corporation % 2,885 3, % 4.1x 18.0x 4.0x 17.3x Acxiom Corporation % 1,740 1, % 1.7x 11.2x 2.0x 11.9x comscore, Inc % 1,483 1, % 3.8x 59.6x 3.7x 14.9x Viad Corp % % 0.6x 8.2x 0.6x 8.0x Forrester Research Inc % % 1.4x 12.1x 1.4x 13.0x Harte-Hanks Inc % % 0.5x 5.8x 0.5x 6.5x QuinStreet, Inc % NM 0.6x NM 0.6x 18.1x Mean 87.0% $9,084 $11, % 3.4x 17.2x 3.4x 13.9x Median 91.3% $6,699 $6, % 3.1x 13.2x 3.1x 11.9x Transaction Processing Automatic Data Processing, Inc. $ % $39,756 $38, % 3.5x 16.7x 3.4x 16.9x Fidelity National Information, Inc % 20,246 24, % 3.9x 14.9x 3.8x 12.3x Paychex, Inc % 19,491 19, % 6.7x 15.6x 6.7x 15.7x Total System, Inc % 10,281 11, % 4.2x 17.2x 4.1x 13.5x The Western Union Company % 9,358 11, % 2.1x 8.1x 2.1x 8.1x Vantiv, Inc % 7,763 10, % 3.5x 15.6x 6.4x 13.1x Jack Henry & Associates Inc % 6,214 6, % 4.8x 13.7x 4.7x 13.6x Heartland Payment Systems, Inc % 3,491 3, % 1.5x 19.5x 4.8x 17.7x VeriFone Systems, Inc % 3,032 3, % 1.8x 12.9x 1.8x 10.0x Mean 90.4% $13,292 $14, % 3.5x 14.9x 4.2x 13.4x Median 95.1% $9,358 $11, % 3.5x 15.6x 4.1x 13.5x As of December 16, 2015 PAGE 6

8 PUBLIC COMPARABLES PUBLIC COMPANY PERFORMANCE 1,2 Price at As a % of Market Enterprise EBITDA ($ in millions, except per share data) 12/16/15 52-wk High Cap Value (EV) Margins Revenue EBITDA Revenue EBITDA Education & Training Pearson plc $ % $9,049 $12, % 1.6x 14.3x 1.7x 9.6x John Wiley & Sons Inc % 2,611 3, % 1.8x 9.8x 1.8x 8.4x Grand Canyon Education, Inc % 1,864 1, % 2.4x 7.6x 2.3x 7.2x DeVry Education Group Inc % 1,601 1, % 0.6x 4.1x 0.6x 4.1x Scholastic Corporation % 1,472 1, % 0.7x 13.6x 0.7x 9.1x Apollo Education Group, Inc % % 0.1x 0.5x 0.1x 0.6x Strayer Education Inc % % 1.3x 6.2x 1.3x 6.2x Capella Education Co % % 1.1x 6.0x 1.1x 5.0x GP Strategies Corp % % 1.0x 11.1x 1.0x 12.1x K12, Inc % % 0.3x 4.4x 0.3x 2.8x Bridgepoint Education, Inc % % 0.2x 1.8x 0.2x 2.1x American Public Education, Inc % % 0.7x 3.1x 0.7x 3.2x Franklin Covey Co % % 1.3x 9.4x 1.3x 9.1x Cambium Learning Group, Inc % % 2.4x 14.8x NA NA Universal Technical Institute, Inc % % 0.2x 4.2x 0.2x 4.4x ITT Educational Inc % % 0.2x 1.4x 0.2x 2.2x Lincoln Educational Corporation % % 0.3x 4.6x 0.3x 7.1x Mean 61.6% $1,228 $1, % 0.9x 6.9x 0.9x 5.8x Median 63.6% $437 $ % 0.7x 6.0x 0.7x 5.6x Facility Compass Group PLC $ % $28,363 $32, % 1.2x 13.4x 1.2x 12.8x Sodexo S.A % 15,081 16, % 0.7x 10.4x 0.8x 10.7x Cintas Corporation % 9,850 10, % 2.2x 11.7x 2.2x 11.9x Aramark % 7,858 13, % 0.9x 11.4x 0.9x 10.1x ISS A/S % 6,596 8, % 0.7x 11.6x 0.7x 11.4x Rentokil Initial plc % 4,238 5, % 2.0x 8.6x 2.0x 8.7x EMCOR Group Inc % 3,066 2, % 0.4x 8.3x 0.4x 8.2x Berendsen plc % 2,684 3, % 2.1x 6.6x 2.2x 6.7x ABM Industries Incorporated % 1,635 1, % 0.4x 11.8x 0.3x 8.1x MITIE Group PLC % 1,607 1, % 0.6x 8.9x 0.6x 8.5x FirstService Corporation % 1,508 1, % 1.3x 22.8x 1.3x 15.8x G&K Inc % 1,299 1, % 1.6x 10.9x 1.6x 9.4x Comfort Systems USA Inc % 1,160 1, % 0.7x 10.9x 0.7x 10.4x TRC Companies Inc % % 0.6x 6.3x NA NA EV / LTM EV / 2015E Mean 93.3% $8,098 $9, % 1.1x 10.3x 1.1x 9.7x Median 93.7% $5,417 $7, % 0.8x 10.9x 0.8x 9.4x As of December 16, 2015 PAGE 7

9 OUR FIRM Harris Williams & Co. has a broad range of industry expertise, which creates powerful opportunities. Our clients benefit from our deep-sector experience, integrated industry intelligence and collaboration across the firm, and our commitment to learning what makes them unique. For more information, visit our website at Aerospace, Defense & Government Building Products & Materials Business Consumer Energy, Power & Infrastructure Healthcare & Life Sciences Industrials Specialty Distribution Technology, Media & Telecom Transportation & Logistics HARRIS WILLIAMS & CO. OFFICE LOCATIONS Boston Two International Place 24th Floor Boston, Massachusetts Phone: +1 (617) Cleveland 1900 East 9th Street 20th Floor Cleveland, Ohio Phone: +1 (216) Minneapolis 222 South 9th Street Suite 3350 Minneapolis, Minnesota Phone: +1 (612) UNITED STATES Richmond (Headquarters) 1001 Haxall Point 9th Floor Richmond, Virginia Phone: +1 (804) San Francisco 575 Market Street 31st Floor San Francisco, California Phone: +1 (415) EUROPE Frankfurt Bockenheimer Landstrasse Frankfurt Germany Phone: London 63 Brook Street London W1K 4HS, England Phone: +44 (0) Beijing Hong Kong Mumbai NETWORK OFFICES New Delhi Shanghai PAGE 8

10 HARRIS WILLIAMS & CO. BUSINESS SERVICES SOURCES (1) S&P Capital IQ (2) Thompson Reuters (3) U.S. Bureau of Economic Analysis (4) The Conference Board (5) U.S. Bureau of Labor Statistics (6) U.S. Department of Labor (7) Business Wire (8) Street Insider (9) Angelo, Gordon & Co. (10) Baltimore Business Journal DISCLOSURES Harris Williams & Co. ( is a preeminent middle market investment bank focused on the advisory needs of clients worldwide. The firm has deep industry knowledge, global transaction expertise, and an unwavering commitment to excellence. Harris Williams & Co. provides sell-side and acquisition advisory, restructuring advisory, board advisory, private placements, and capital markets advisory services. Investment banking services are provided by Harris Williams LLC, a registered broker-dealer and member of FINRA and SIPC, and Harris Williams & Co. Ltd, which is authorized and regulated by the Financial Conduct Authority. Harris Williams & Co. is a trade name under which Harris Williams LLC and Harris Williams & Co. Ltd conduct business. THIS REPORT MAY CONTAIN REFERENCES TO REGISTERED TRADEMARKS, SERVICE MARKS AND COPYRIGHTS OWNED BY THIRD-PARTY INFORMATION PROVIDERS. NONE OF THE THIRD-PARTY INFORMATION PROVIDERS IS ENDORSING THE OFFERING OF, AND SHALL NOT IN ANY WAY BE DEEMED AN ISSUER OR UNDERWRITER OF, THE SECURITIES, FINANCIAL INSTRUMENTS OR OTHER INVESTMENTS DISCUSSED IN THIS REPORT, AND SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY STATEMENTS MADE IN THE REPORT OR FOR ANY FINANCIAL STATEMENTS, FINANCIAL PROJECTIONS OR OTHER FINANCIAL INFORMATION CONTAINED OR ATTACHED AS AN EXHIBIT TO THE REPORT. FOR MORE INFORMATION ABOUT THE MATERIALS PROVIDED BY SUCH THIRD PARTIES, PLEASE CONTACT US AT THE ABOVE ADDRESSES OR NUMBERS. The information and views contained in this report were prepared by Harris Williams & Co. ( Harris Williams ). It is not a research report, as such term is defined by applicable law and regulations, and is provided for informational purposes only. It is not to be construed as an offer to buy or sell or a solicitation of an offer to buy or sell any financial instruments or to participate in any particular trading strategy. The information contained herein is believed by Harris Williams to be reliable, but Harris Williams makes no representation as to the accuracy or completeness of such information. Harris Williams and/or its affiliates may be market makers or specialists in, act as advisers or lenders to, have positions in and effect transactions in securities of companies mentioned herein and also may provide, may have provided, or may seek to provide investment banking services for those companies. In addition, Harris Williams and/or its affiliates or their respective officers, directors and employees may hold long or short positions in the securities, options thereon or other related financial products of companies discussed herein. Opinions, estimates and projections in this report constitute Harris Williams judgment and are subject to change without notice. The financial instruments discussed in this report may not be suitable for all investors, and investors must make their own investment decisions using their own independent advisors as they believe necessary and based upon their specific financial situations and investment objectives. Also, past performance is not necessarily indicative of future results. No part of this material may be copied or duplicated in any form or by any means, or redistributed, without Harris Williams prior written consent. Copyright 2015 Harris Williams & Co., all rights reserved. PAGE 10