Investment Banking I Industry Spotlight · Chemicals, Plastics & Packaging ... Diamond is a...

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Diversified Industrials - Industrial Technology I Q4 2017

Investment Banking I Industry Spotlight

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Diversified Industrials – Industrial Technology I Industry Spotlight

Q4 2017

Key Industrial Sector Contacts

Investment Banking

Debt Capital Markets Equity Capital Markets

Mike Brothers Managing Director

[email protected]

Mike Ryan Managing Director

[email protected]

Corporate Banking

Industry Expertise Capital Mkts. Capabilities

Full-service platform with over 200 professionals, offering the following:

Investment Banking

M&A Advisory

Capital Raising

Debt Capital Markets

Loan Capital Markets:

– Pro Rata

– Institutional

Bond Capital Markets:

– Investment Grade

– High Yield

– Acquisition & Bridge Finance

Private Placements

Equity Capital Markets

Initial Public Offerings

Follow-On Offerings

Convertible Debt

Sponsor Coverage

Bill Tyson Co-Head Capital Markets [email protected]

Jeff Thieman Managing Director

[email protected]

Diversified Industrials Group Overview

Jeremy Eberlein Managing Director

[email protected]

Select Diversified Industrials Investment Banking Advisory Transactions

Joe Carson Managing Director

[email protected]

Marc Hirschfield Vice President

[email protected]

Melina Audinelle Director

[email protected]

Chemicals, Plastics & Packaging

Coatings Diversified Chemicals

Packaging Plastics Manufacturing

Industrial Technology

Flow Control Process/Motion Control

Test & Measurement

Metals & Materials

Metal Forming & Machining

Mills & Specialty Metal

Natural Resources & Mining

Processors/Distributors Scrap/Recycling

Specialty Distribution

Automotive Aftermarket

Building & Construction Products

Electrical & Communication

Industrial, MRO & Safety

Transportation & Logistics

Automotive & Heavy Duty Vehicles

Marine

Rail & Rail Services Third Party Logistics

acquired by

portfolio company of

acquired by

portfolio company of

a business unit of

acquired by

Advanced Energy Technologies LLC

a subsidiary of

acquired by

acquired by

acquired assets of

a subsidiary of

GT Acquisition, LLC

recapitalized with

Exclusive Financial Advisor Exclusive Financial Advisor Exclusive Financial Advisor Exclusive Financial Advisor Exclusive Financial Advisor Exclusive Financial Advisor Exclusive Financial Advisor Exclusive Financial Advisor

recapitalized by

Dave Izard Team Lead

[email protected]

Gregory Eck Asset Based Lending

[email protected]

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Q4 2017

Senior Diversified Industrials Investment Banking Team

21+ years of investment banking experience, inclusive of: merger & acquisition advisory, restructuring advisory, equity offerings, debt placements, and principal investing

Career primarily focused on middle market industrial companies

Prior to joining Fifth Third in 2014, served as a Director in the Industrials Group of Harris Williams & Co, where Jeremy led the Metals Industry Practice

Previously, Jeremy worked as a Director at National City Capital Markets Investment Banking Group, and was involved in the founding of Resilience Capital Partners, executing transactions both as an advisor and as principal investor

BSBA – Ohio University

11+ years of investment banking experience and 16+ years financial industry experience

Prior to joining Fifth Third in 2015, Marc served as Vice President at Corporate Fuel, a New York City-based financial advisory and private equity firm focused on middle market private and public companies

Previously, Marc was with Sterne Agee, a regional investment banking and brokerage firm based in Birmingham, Alabama

BS – University of Florida; MBA – New York University

Jeremy Eberlein (Managing Director)

Marc Hirschfield (Vice President)

Joe Carson (Managing Director)

24+ years of investment banking and financial advisory services experience covering public and private companies in the middle market sector. Joe has significant experience in providing advisory services for mergers and acquisitions, acquisition financings, defense advisory/hostile takeovers, and leveraged buyouts

Prior to joining Fifth Third in 2017, Joe served as Senior Vice President at Caldwell Tanks, in Louisville, KY, a manufacturer of tanks and storage structures that are used for a number of industrial purposes. Joe headed Caldwell Tanks’ Energy Division

Previously, Joe served as a managing director for Western Reserve Partners in Cleveland, where he was co-head of the Industrial Group and executed transactions across the industrials vertical

BSBA – Miami University; MBA – Case Western University

Melina Audinelle (Director)

17+ years of investment banking experience covering public and private companies in both the large corporate and middle market sectors. Melina has significant experience in providing advisory services for mergers and acquisitions, acquisition financings, defense advisory/hostile takeovers, and leveraged buyouts

Prior to joining Fifth Third in 2014, Melina spent five years at Challenger Capital Group, a boutique investment bank providing M&A advisory and structured capital raising

Previously, Melina served as an investment banking associate for JPMorgan Securities, Inc. in Chicago, where she was a member of the Mid-Corporate Investment Banking M&A group

BS – Northwestern University

Office: 216-274-5008 Email: [email protected] Location: Cleveland, OH

Office: 216-274-5152 Email: [email protected] Location: Cleveland, OH

Office: 312-704-4092 Email: [email protected] Location: Chicago, IL

Office: 678-237-4376 Email: [email protected] Location: Atlanta, GA

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Q4 2017

Highlighted FTS Advisory Transaction

January 2018: Fifth Third Securities, Inc. Advises Auto-Vehicle Parts Company on its Recapitalization by Tenex Capital Management

Fifth Third Securities, Inc. acted as the exclusive financial advisor to Auto-Vehicle Parts Company (or “Auveco”) on its January 2018 recapitalization by Tenex Capital Management (“Tenex”). Advising Auveco on the transaction from Fifth Third were Mike Burr, Senior Managing Director; Jeremy Eberlein, Managing Director; Melina Audinelle, Director; C.J. Andriole, Senior Associate; and Colin Schulz, Senior Analyst.

About Auveco

Founded in 1916, Auveco has become one of the predominant providers of automotive fasteners to the body hardware aftermarket as well as general industrial fasteners used in maintenance, repair, and operations applications within North America. Auveco sells to thousands of wholesale distribution customers who subsequently service hundreds of thousands of collision centers, repair shops, dealerships, and general manufacturers located throughout North America.

About Tenex

Tenex is a private equity firm that invests in middle-market companies. Tenex uses an in-house team of hybrid investment professionals skilled in operational leadership, investing and capital markets structuring to maximize long-term value creation. Tenex’s deep operating experience allows the firm to collaborate with management teams to capitalize on business and market opportunities. Tenex has successfully invested in a diverse range of industries, including industrials, manufacturing, and health and business services.

January 2018

has been recapitalized by

The undersigned served as Exclusive Financial Advisor to Auveco in connection with this transaction

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Q4 2017

Highlighted FTS Advisory Transaction

January 2018: Fifth Third Securities, Inc. Advises Diamond Metals Distribution, LLC on its Recapitalization with Kian Capital

January 2018

has been recapitalized with

The undersigned served as Exclusive Financial Advisor to Diamond in connection with this transaction

Fifth Third Securities, Inc. acted as the exclusive financial advisor to Diamond Metals Distribution, LLC (“Diamond”) on its January 2018 recapitalization with Kian Capital (“Kian”). Advising Diamond on the transaction from Fifth Third were Jeremy Eberlein, Managing Director; C.J. Andriole, Senior Associate; and Colin Schulz, Senior Analyst.

About Diamond

Diamond is a Cleveland, Ohio based steel service center with customers that include tool and die shops, mold shops, machine shops, and general metalworking manufacturers. Diamond provides value-added services, such as production saw cutting, flame cutting, pre-squared finishing, and grinding and milling services to tool steels, hot and cold rolled steels, powdered metals, and alloy plates and rounds.

About Kian

With offices in Atlanta, GA and Charlotte, NC, Kian is a private investment firm that makes mezzanine debt and equity investments in leading lower middle-market companies across a broad range of industries, typically providing between $5 million and $20 million of capital per transaction. Kian partners with management teams and independent sponsors to build and grow successful, high-quality businesses. Kian’s team has deep expertise across the capital structure, including control private equity, mezzanine debt and leveraged senior debt, which enables Kian to be flexible, value-added partners to help support the long-term objectives of business owners.

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Q4 2017

$55.5

$52.7 $50.2

$51.3 $53.4

$55.0 $56.1 $56.5 $57.3

2014 2015 2016 2017 2018P 2019P 2020P 2021P 2022P

$146.6 $140.5 $141.1

$133.7

$145.5

$156.4 $164.1

$170.4 $176.2

2014 2015 2016 2017 2018P 2019P 2020P 2021P 2022P

U.S. Pump & Industrial Valve Manufacturing ($ in Bn)

Value of Utilities Construction ($ in Bn)

Market Insights Industrial Technology

[1] Source: Industrial & Fluid Power Valve Manufacturing in the U.S., IBIS World [2] Source Pump & Compressors Manufacturing in the U.S., IBIS World [3] Source: Baker Hughes Rig Count Data [4] Source: Xylem, Inc. 2016 Annual Report [5] Source: MarketLine Strategy, Pentair plc SWOT and Corporate Finance Report

World Price of Crude Oil ($ per Barrel)

SUBSECTOR SPOTLIGHT: FLOW CONTROL

The U.S. Pump and Industrial Valve Manufacturing Industry is Valued at $51.3bn in 2017, and Projected to Reach $57.3bn by 2022

From 2014 to 2017, Pump and Industrial Valve annual revenue decreased by a CAGR of 1.6% due to slumping demand from energy and mining end markets, volatile crude oil prices, and rising import penetration [1][2]

– Since 2014, U.S. oil and gas drilling activity has dropped 60.4%, resulting in softer backlogs for pumps and industrial valves [3]

– Rising import penetration also challenged U.S. mfrs., with industrial valve imports currently servicing ~47.6% of U.S. market demand [1]

Forward-looking, favorable economic conditions are expected to improve industry operating performance, with industry revenue estimated to grow at a CAGR of 2.2% due to strong downstream industrial demand, high utilities construction activity, and rebounding crude oil prices [1][2]

– Utility construction is expected to rise at a 5.7% CAGR from a growing population placing additional strain on the U.S.’s aging infrastructure

– In the U.S., deteriorating pipe systems lose ~17.0% of water in transit from the treatment plant to the end customer, with the material impact of the “non-revenue water” problem anticipated to accelerate water infrastructure construction and enhance demand for pumps and valves [4]

Strong Technological Advancements Drive Value

Pump manufacturers are focusing on engineering longer lasting and more energy efficient pumps with predictive diagnostics to address environmental concerns and capture market share

Valves are increasingly being integrated into control systems and software, which autonomously manage flow processes chip-integrated valves are on the cutting edge driving new industry sales

– The advanced process control market is expected to reach $1.5bn by 2020 at a CAGR of 11.8% [5]

Parker-Hannifin’s CLARCOR Acquisition In the News

Parker-Hannifin is being sued by the U.S. over its CLARCOR acquisition on the grounds of establishing a monopoly in the aviation-fuel filtration systems market CLARCOR was Parker’s only competitor in the U.S. [6]

Parker could be forced to divest CLARCOR’s EI-qualified aviation fuel filtration systems element to create a competitive market

Water and sewage management systems will need to be upgraded and extended to accommodate the increase in utilities consumption, magnifying the demand for pumps and valves

Industry revenue bottomed in 2016 primarily due to the slowdown in the oil and gas end market. Going forward, the industry looks to profit from strong infrastructure activity and technological advancements in automated machinery

[6] Source: Evercore ISI, Industrials & Machinery News

$20

$40

$60

$80

$100

$120

2014 2015 2016 2017 2018P 2019P 2020P 2021P 2022P

The price of oil is expected to increase over the next five years, and will bolster the construction of drilling rigs and distribution lines that require pump and valve components

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Q4 2017

(25%)

0%

25%

50%

75%

100%

125%

Dec-12 Dec-13 Dec-14 Dec-15 Dec-16 Dec-17


Test & Measurement S&P 500

Sub Sector Indices’ Stock Price Performance and Valuation Summary

Industrial Technology 5-Year Share Price Performance Industrial Technology 5-Year Avg. EV/ Forward EBITDA Valuation

Public Market Valuation Trends Industrial Technology

Source: S&P Capital IQ as of December 29th, 2017

+106%

+83%

+88%

+68%

6.0x

8.0x

10.0x

12.0x

14.0x

16.0x

Dec-12 Dec-13 Dec-14 Dec-15 Dec-16 Dec-17


Test & Measurement S&P 500

Sub SectorNumber of

Companies

Median

Enterprise Value

Average

% Change in Stock Price

Median TEV /

LTM Multiples

Median TEV /

Forward Multiples

$ in millions 6 Months 12 Months Revenue EBITDA Revenue EBITDA

Flow Control 26 $5,478 12% 23% 2.1x 15.1x 2.3x 14.1x

Process/Motion Control 15 24,523 22% 43% 1.9x 17.2x 2.0x 17.5x

Test & Measurement 19 3,121 12% 25% 2.6x 15.5x 2.6x 15.1x

S&P 500 500 10% 18% 2.5x 12.8x 2.3x 10.8x

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Q4 2017

Operating & Trading Statistics ($ in millions, except per-share data)

NA – Not available NM – Not meaningful E – Estimate Enterprise value equals market capitalization plus minority equity plus debt minus cash Source: S&P Capital IQ as of December 29th, 2017

Comparable Public Companies Industrial Technology – Flow Control

Stock % of 52- Enterprise Value /

Price at Week Market Enterprise Revenue Growth LTM Margins Debt / Price / Revenue EBITDA

12/29/17 High Cap Value '15A - '16A '16A - '17E Gross EBITDA EBITDA Earnings LTM 2017E LTM 2017E

Pumps and Filtration

Xylem Inc. $68.20 98% $12,249 $14,269 3% 21% 38.6% 17.3% 2.9x 39.6x 3.2x 3.1x 18.2x 16.9x

Pentair plc 70.62 98% 12,824 14,219 6% (3%) 37.0% 19.4% 1.6x 33.6x 2.9x 3.0x 15.1x 14.8x

IDEX Corporation 131.97 97% 10,083 10,655 5% 3% 44.9% 25.4% 1.5x 33.8x 4.8x 4.9x 18.8x 19.4x

Graco Inc. 45.22 98% 7,615 7,781 3% 3% 53.7% 28.6% 0.7x NM 5.4x 5.7x 18.8x 21.2x

Trelleborg AB 23.21 89% 6,292 7,635 2% 16% 32.3% 16.6% 2.5x 16.4x 2.0x 2.2x 12.0x 12.7x

Donaldson Company, Inc. 48.95 98% 6,359 6,685 7% (2%) 34.6% 17.0% 1.6x 27.7x 2.7x 2.9x 16.0x 16.3x

Flowserve Corporation 42.13 81% 5,504 6,607 (12%) (8%) 31.5% 11.7% 3.7x 32.7x 1.8x 1.8x 15.3x 13.0x

Colfax Corporation 39.62 92% 4,878 6,172 (8%) (2%) 31.5% 12.1% 3.0x 33.9x 1.7x 1.7x 13.8x 12.8x

IMI plc 18.02 99% 4,853 5,241 (11%) 4% 47.0% 16.9% 1.2x 25.0x 2.3x 2.5x 13.7x 14.9x

Sulzer Ltd 121.29 91% 4,134 4,440 (5%) 6% 31.0% 10.3% 2.0x NM 1.5x 1.5x 14.1x 13.9x

SPX FLOW, Inc. 47.55 99% 2,016 2,740 (16%) (6%) 31.5% 10.2% 5.1x NM 1.4x 1.5x 14.0x 12.5x

Franklin Electric Co., Inc. 45.90 97% 2,139 2,312 3% 5% 33.8% 14.0% 1.5x 24.8x 2.1x 2.3x 15.3x 14.8x

Essentra plc 7.16 90% 1,867 2,153 (17%) 2% 51.8% 3.8% 7.0x NM 1.6x 1.7x 42.9x 13.3x

ESCO Technologies Inc. 60.25 91% 1,557 1,805 20% 0% 36.3% 17.0% 2.5x 29.1x 2.6x 2.6x 15.5x 14.1x

The Gorman-Rupp Company 31.21 93% 815 739 (6%) (2%) 25.6% 15.0% 0.0x 34.4x 2.0x 2.0x 13.0x 14.1x

Iteris, Inc. 6.97 85% 229 214 23% 2% 38.2% NM 0.0x NM 2.1x 2.2x NM NM

Median 2% 2% 35.5% 16.6% 1.8x 32.7x 2.1x 2.3x 15.3x 14.1x

Valves and Fittings

Parker-Hannifin Corporation $199.58 99% $26,589 $31,553 6% 6% 24.3% 15.5% 3.0x 25.6x 2.5x 2.5x 16.1x 15.2x

The Weir Group PLC 28.70 98% 6,430 7,570 (18%) 17% 30.8% 13.0% 4.2x NM 2.8x 2.9x 21.6x 17.8x

Aalberts Industries N.V. 50.91 97% 5,629 6,564 (1%) 7% 62.4% 15.9% 2.0x NA 2.2x 2.3x 13.9x 14.3x

Curtiss-Wright Corporation 121.85 97% 5,377 5,910 (4%) 4% 35.5% 19.6% 2.2x 25.1x 2.7x 2.7x 13.6x 13.8x

Crane Co. 89.22 98% 5,295 5,480 0% (1%) 36.5% 17.6% 1.5x 39.4x 2.0x 2.0x 11.3x 11.1x

Indutrade AB (publ) 27.32 95% 3,300 3,764 1% 10% 33.5% 13.1% 2.2x 24.3x 2.1x 2.4x 16.2x 18.2x

Watts Water Technologies, Inc. 75.95 97% 2,594 2,870 (5%) 3% 41.3% 14.8% 2.5x 28.1x 2.0x 2.0x 13.6x 12.9x

Mueller Industries, Inc. 35.43 81% 2,048 2,358 (2%) NA 15.1% 8.9% 2.0x 21.0x 1.1x NA 12.0x NA

Mueller Water Products, Inc. 12.53 89% 1,987 2,110 3% 4% 32.4% 18.2% 3.2x 36.9x 2.6x 2.5x 14.0x 11.4x

CIRCOR International, Inc. 48.68 67% 803 997 (10%) 12% 31.4% 9.9% 4.4x NM 1.6x 1.5x 16.4x 12.2x

Median (2%) 6% 32.9% 15.1% 2.3x 25.6x 2.2x 2.4x 13.9x 13.8x

All Indices Median (0%) 3% 34.2% 15.5% 2.2x 28.6x 2.1x 2.3x 15.1x 14.1x

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Q4 2017



Comparable Public Companies Industrial Technology – Process / Motion Control




Automation and Robotics

ABB Ltd $26.80 98% $57,207 $60,960 (5%) (1%) 29.5% 12.6% 1.8x 25.8x 1.8x 1.8x 14.2x 12.5x

Fanuc Corporation 240.25 93% 46,571 39,357 (13%) 10% 43.2% 34.1% 0.0x 34.2x 7.1x 7.4x 20.7x 21.9x

Rockwell Automation Inc. 196.35 93% 25,210 24,523 7% (3%) 41.6% 19.0% 1.5x 30.9x 3.9x 4.0x 20.4x 18.5x

KUKA Aktiengesellschaft 145.77 47% 5,798 5,994 (3%) 10% 23.2% 7.4% 1.1x NM 1.4x 1.8x 19.5x 20.7x

Metso Corporation 34.19 84% 5,128 5,200 (16%) 5% 28.1% 10.3% 3.1x 37.7x 1.6x 1.8x 16.0x 14.0x

Krones AG 137.49 94% 4,344 4,248 4% 5% 50.0% 8.6% 0.4x 21.4x 1.0x 1.1x 11.7x 11.7x

ATS Automation Tooling Systems Inc. 12.40 97% 1,164 1,175 (5%) 0% 25.2% 10.7% 2.9x 36.3x 1.4x 1.5x 13.2x 12.6x

FARO Technologies, Inc. 47.00 86% 785 645 3% 7% 55.2% 4.6% 0.0x NM 1.9x 1.8x 40.3x 18.6x

Median (4%) 5% 35.6% 10.5% 1.3x 32.6x 1.7x 1.8x 17.8x 16.3x

Motion and Drives

Siemens Aktiengesellschaft $139.71 87% $116,467 $143,528 10% (8%) 30.1% 12.6% 3.1x 16.3x 1.5x 1.6x 11.7x 11.4x

Danaher Corporation 92.82 98% 64,566 74,832 17% 6% 55.7% 24.4% 2.5x 27.7x 4.2x 4.2x 17.2x 17.5x

ABB Ltd 26.80 98% 57,207 60,960 (5%) (1%) 29.5% 12.6% 1.8x 25.8x 1.8x 1.8x 14.2x 12.5x

Schneider Electric S.E. 85.09 93% 47,429 53,211 (10%) 4% 38.2% 15.1% 2.1x 21.4x 1.9x 2.0x 12.3x 11.9x

Nidec Corporation 140.36 96% 41,559 42,495 3% 16% 24.1% 15.9% 1.8x 38.5x 3.5x 3.4x 22.3x 20.2x

Rockwell Automation Inc. 196.35 93% 25,210 24,523 7% (3%) 41.6% 19.0% 1.5x 30.9x 3.9x 4.0x 20.4x 18.5x

AMETEK, Inc. 72.47 99% 16,749 18,443 (3%) 5% 34.0% 26.0% 2.3x 30.5x 4.5x 4.6x 17.2x 17.7x

YASKAWA Electric Corporation 44.08 94% 11,739 11,758 (5%) 8% 32.4% 13.2% 0.6x 39.8x 3.0x 3.1x 22.7x 26.4x

Rexnord Corporation 26.02 98% 2,704 3,789 (0%) 1% 35.9% 17.3% 4.8x 40.6x 1.9x 2.0x 11.2x 9.8x

Median (0%) 4% 34.0% 15.9% 2.1x 30.5x 3.0x 3.1x 17.2x 17.5x

All Indices Median (3%) 5% 34.0% 13.2% 1.8x 30.9x 1.9x 2.0x 17.2x 17.5x

10


Q4 2017



Comparable Public Companies Industrial Technology – Test & Measurement




Sensors & Instrumentation

Honeywell International Inc. $153.36 98% $116,064 $122,834 2% (0%) 32.1% 20.5% 2.1x 23.2x 3.1x 3.1x 15.1x 14.4x

Danaher Corporation 92.82 98% 64,566 74,832 17% 6% 55.7% 24.4% 2.5x 27.7x 4.2x 4.2x 17.2x 17.5x

AMETEK, Inc. 72.47 99% 16,749 18,443 (3%) 5% 34.0% 26.0% 2.3x 30.5x 4.5x 4.6x 17.2x 17.7x

Sensata Technologies Holding N.V. 51.11 96% 8,761 11,416 8% 1% 35.7% 25.3% 4.0x 28.7x 3.5x 3.5x 13.9x 13.1x

Teledyne Technologies Incorporated 181.15 97% 6,419 7,533 (6%) 4% 38.6% 18.6% 2.6x 30.8x 3.1x 3.4x 16.5x 19.8x

Meggitt PLC 6.52 91% 5,051 6,508 1% 6% 37.6% 26.1% 2.2x 13.4x 2.4x 2.5x 9.2x 10.6x

FLIR Systems, Inc. 46.62 96% 6,460 6,444 7% 8% 46.9% 21.1% 1.1x 29.7x 3.6x 3.6x 17.2x 15.9x

National Instruments Corporation 41.63 90% 5,443 5,072 0% 6% 74.4% 15.9% 0.1x NM 4.0x 3.9x 25.2x 19.3x

Spectris plc 33.61 87% 4,008 4,210 (5%) 11% 56.6% 15.2% 1.0x NM 2.2x 2.3x 14.4x NA

Itron, Inc. 68.20 85% 2,641 2,846 7% (2%) 33.1% 11.2% 1.5x 39.9x 1.4x 1.4x 13.0x 11.9x

Jenoptik AG 33.08 92% 1,893 1,851 (0%) 9% 35.6% 14.1% 1.3x 25.8x 2.2x 2.3x 15.4x 16.4x

ESCO Technologies Inc. 60.25 91% 1,557 1,805 20% 0% 36.3% 17.0% 2.5x 29.1x 2.6x 2.6x 15.5x 14.1x

Badger Meter, Inc. 47.80 92% 1,392 1,423 4% 6% 37.7% 19.2% 0.6x 41.6x 3.6x 3.4x 18.6x 17.8x

MTS Systems Corporation 53.70 91% 956 1,301 21% 6% 39.8% 12.9% 4.5x 41.0x 1.7x 1.6x 12.8x 9.6x

Oxford Instruments plc 11.50 72% 658 719 (5%) 8% 51.7% 16.9% 1.0x NM 1.5x 1.5x 9.1x 9.7x

First Sensor AG 26.12 95% 267 299 6% (3%) 51.4% 11.8% 2.8x NM 1.7x 1.9x 14.8x 16.6x

Median 3% 6% 38.2% 17.8% 2.2x 29.4x 2.9x 2.9x 15.3x 15.9x

Condition Monitoring

Hexagon AB $50.20 92% $18,093 $20,534 1% 12% 61.0% 25.3% 2.8x 27.1x 5.2x 5.5x 20.5x 18.1x

Team, Inc. 14.90 38% 446 785 22% 8% 26.2% 0.7% 46.5x NM 0.7x 0.6x 99.8x 6.8x

Mistras Group, Inc. 23.47 89% 664 756 (4%) (1%) 30.8% 6.9% 2.5x NM 1.1x 1.1x 15.9x 10.1x

Median 1% 8% 30.8% 6.9% 2.8x 27.1x 1.1x 1.1x 20.5x 10.1x

All Indices 2% 6% 37.7% 17.0% 2.3x 29.1x 2.6x 2.6x 15.5x 15.1x

11


Q4 2017

$587

$700 $704$664

$612 $641 $618

$688 $715 $733 $739

'06 '07 '08 '09 '10 '11 '12 '13 '14 '15 '16

Cu

mu

lati

ve

Dry

Po

wd

er

($ i

n b

illi

on

s)

2017

2016

2015

2014

2013

2012

2011

2010

2009

Overhang by Vintage

$0

$200

$400

$600

$800

$1,000

$1,200

$1,400

$1,600

$1,800

'00 '01 '02 '03 '04 '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15 '16 '17

U.S. corporate cash balances remain at record levels and are driving activity in strategic buyer M&A

Historically, M&A cycles have not extended past seven years; 2017 was year eight of the current cycle

2017 demonstrated signs that the buyout cycle is slowing, however, numerous positive drivers remain

− The public equity bull market continues to support M&A activity and elevated valuation multiples

Note: This data represents the entire U.S. market (all industries) Source: PitchBook, S&P Capital IQ, and S&P Capital IQ LCD

0

4,000

8,000

12,000

16,000

20,000

24,000

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

Under $25mm $25 to $500mm Above $500mm Undisclosed

Transaction Volume

Recession Recession

▼ 9% ▲30%

S&P 500 – Aggregate Corporate Cash & Equivalents

Over $1.7 trillion

Global Private Equity Capital Overhang by Year

Private equity firms continue to sit on a built up level of dry powder, driving a need to deploy it for acquisitions

Over $735 billion

U.S. M&A Volume and Valuation Trends M&A activity remains elevated, driven by the public equity market’s thirst for growth and excess capital

($ in billions) ($ in billions)

12


Q4 2017

9.1x11.3x

9.8x 10.4x12.1x 11.6x

9.8x

15.7x

ND ND

9.9x

13.5x

ND

20.4x

13.3x 12.5x

0.0x

5.0x

10.0x

15.0x

20.0x

2010 2011 2012 2013 2014 2015 2016 2017

Middle Market >$1 Billion

0

10

20

30

40

4Q

201

0

1Q

201

1

2Q

201

1

3Q

201

1

4Q

201

1

1Q

201

2

2Q

201

2

3Q

201

2

4Q

201

2

1Q

201

3

2Q

201

3

3Q

201

3

4Q

201

3

1Q

201

4

2Q20

14

3Q20

14

4Q

201

4

1Q

201

5

2Q

201

5

3Q

201

5

4Q

201

5

1Q

201

6

2Q

201

6

3Q

201

6

4Q

201

6

1Q

201

7

2Q

201

7

3Q

201

7

4Q

201

7

Total U.S. Industrial Technology Deal Volume

$0

$2

$4

$6

$8

4Q

201

0

1Q

201

1

2Q

201

1

3Q

201

1

4Q

201

1

1Q

201

2

2Q

201

2

3Q

201

2

4Q

201

2

1Q

201

3

2Q

201

3

3Q

201

3

4Q

201

3

1Q

201

4

2Q

201

4

3Q

201

4

4Q

201

4

1Q

201

5

2Q

201

5

3Q20

15

4Q

201

5

1Q

201

6

2Q

201

6

3Q

201

6

4Q

201

6

1Q

201

7

2Q

201

7

3Q

201

7

4Q

201

7

Middle Market >$1 Billion

U.S. Industrial Technology M&A Announced Deal Volume Industrial Technology M&A in 4Q 2017 was driven by transactions in the middle market and two larger deals >$1 billion

− Highlighted transactions include:

The $395.2 million acquisition of Pure Technologies Ltd (TSX:PUR) by Xylem Inc. (NYSE:XYL), announced December 11, 2017

IMI Precision Engineering’s acquisition of Bimba Manufacturing Company, Inc. for $198.0 million announced, December 14, 2017

− Deal volume rose in 4Q 2017 when compared to 4Q 2016, and also increased significantly from 3Q 2017

For middle market transactions, the average enterprise value to LTM EBITDA multiple increased to 15.7x in 2017 from 9.8x in 2016

Outlook for Industrial Technology M&A, especially within the subsector of Flow Control

− Innovative engineering of longer-lasting and more energy efficient pumps is driving demand

Strategic buyers are expected to aggressively pursue quality assets with unique proprietary technology as acquisition targets

U.S. Industrial Technology M&A Disclosed Deal Value ($ in billions)

U.S. Industrial Technology M&A Closed Deal Average EV / EBITDA Multiple

Note: Middle Market defined as transactions with disclosed deal values less than $1 billion EV – Enterprise Value ND – No Transaction Values Disclosed Other Sources: Fifth Third Securities, PitchBook and S&P Capital IQ

M&A Trends Industrial Technology Specific Activity

13


Q4 2017

Industrial Technology ($ in millions)

M&A Trends Industrial Technology – Select Global Transaction Detail

* Represents estimated transaction values Source: Company Filings, S&P Capital IQ

Transaction's Implied Target's

Date Enterprise Enterprise Value / LTM Last Twelve Months ("LTM")

Announced Acquirer Target Value Revenue EBITDA

Dec-17 Platinum Equity, LLC Husky IMS International Ltd. $3,850 - -

Dec-17 IMI Precision Engineering Bimba Manufacturing Company, Inc. $198 1.8x 14.9x

Dec-17 Xylem Inc. (NYSE:XYL) Pure Technologies Ltd. (TSX:PUR) $395 4.0x 26.5x

Dec-17 Baldwin Technology Company, Inc. QuadTech, Inc. NA - -

Dec-17 IPG Photonics Corporation (NasdaqGS:IPGP) Laser Depth Dynamics Inc. Business NA - -

Dec-17 Prysmian S.p.A. (BIT:PRY) General Cable Corporation (NYSE:BGC) $2,892 0.7x 15.7x

Dec-17 Rockwell Automation Inc. (NYSE:ROK) Odos Imaging Ltd. NA - -

Nov-17 Tailwind Capital Group, LLC Smith Cooper International, Inc. NA - -

Nov-17 ClearMotion, Inc. Bose Corporation, Active Motion Control Business NA - -

Nov-17 FARO Technologies, Inc. (NasdaqGS:FARO) Dustin Forensics LLC NA - -

Nov-17 BNP Paribas Développement SA, SCR; Le Garrec et Cie Faure Herman SAS NA - -

Nov-17 STEAG SCR-Tech, Inc. (nka:CORMETECH, Inc.) Cormetech, Inc. NA - -

Nov-17 Motor Controls, Inc. Xylem Inc., Flowtronex and Water Equipment Technologies Brands NA - -

Nov-17 Badge Meter, Inc. (NYSE:BMI) Carolina Meter & Supply Co. NA - -

Oct-17 Metso Corporation (HLSE:METSO) WEARX Pty Limited NA - -

Oct-17 Danaher Corporation (NYSE:DHR) ID Business Solutions Ltd. NA - -

Oct-17 KUKA Aktiengesellschaft (DB:KU2) Device Insight GmbH NA - -

Oct-17 Group Deschenes Inc. Corix Water Products Inc. NA - -

Oct-17 Motion Industries, Inc. Apache Inc. NA - -

Oct-17 Montanhydraulik GmbH & Co. KG Hyco International, Inc. NA - -

Oct-17 Hexagon AB (OM:HEXA B) Luciad NV NA - -

Sep-17 ABB Ltd (SWX:ABBN) GE Industrial Systems $2,600 1.0x -

Sep-17 CIRCOR International, Inc. (NYSE:CIR) Colfax Corporation, Fluid Handling Business $855 1.9x 12.3x

Sep-17 Itron, Inc. (NasdaqGS:ITRI) Silver Springs Networks, Inc. (NYSE:SSNI) $840 1.9x -

Sep-17 Baldwin Technology Company, Inc. PC Industries NA - -

Sep-17 U.S. Water Services, Inc. Tonka Equipment Company, Inc. NA - -

Sep-17 FFL Partners, LLC Bacharach, Inc. NA - -

Aug-17 Fenner Drives, Inc. Revolution Drives, Inc. NA - -

Aug-17 New Hampshire Ball Bearings, Inc.; Development Bank of Japan Inc., Investment Arm C&A Tool Engineering, Inc. NA - -

Jul-17 Schneider Electric S.E. ASCO Power Technologies, L.P. $1,250 2.7x 11.7x

Jul-17 OSRAM GmbH LeddarTech Inc. NA - -

Jul-17 The CapStreet Group, LLC Marco Group International, Inc. NA - -

Jul-17 Daburn Electronics & Cable Inc Polytron Devices, Inc. NA - -

Jul-17 GVS S.p.A. GVS Filtration Inc. NA - -

Jul-17 Power/Mation Division, Inc. Electrical Mechanical Drives, Inc. NA - -

Jul-17 Littelfuse, Inc. (NasdaqGS:LFUS) U.S. Sensor, Corp. NA - -

Jul-17 Odyssey Investment Partners, LLC CPI International Holding Corp. $800 * - -

Jul-17 Les Équipements Power Survey ltée Power Standards Lab Inc. NA - -

Jun-17 Spell Capital Partners LLC Jet Edge, Inc. NA - -

Jun-17 Legrand SA (ENXTPA:LR) Server Technology, Inc. NA - -

Jun-17 IPG Photonics Corporation (NasdaqGS:IPGP) Innovative Laser Technologies Inc. $40 - -

May-17 High Road Capital Partners Storage Battery Systems LLC NA - -

May-17 Bestport Ventures LLP Nu-Heat UK Ltd. NA - -

May-17 Pinewell Capital Fogco Systems NA - -

May-17 China Renaissance Capital Investment ; Zhengzhou Coal Mining Machinery Group SG Holding, Robert Bosch's Starters and Generators Business $595 - 6.7x

Apr-17 KALORIMETA AG & Co. KG QUNDIS GmbH $435 6.7x -

Apr-17 Advent International Corporation Culligan International Company NA - -

Apr-17 AMETEK, Inc. (NYSE:AME) MOCON, Inc. (NasdaqGM:MOCO) $179 2.8x 17.8x

Apr-17 Total Force Limited MEMSIC, Inc. $230 - -

Apr-17 ABB Ltd (SWX:ABBN) Bernecker + Rainer Industrie Elektronik GmbH $2,000 * - -

14


Q4 2017

Total IMI Precision Engineering Consideration

Total of $198.0 million, will be funded by 100% in cash

An additional $2.5 million has been set aside for the purpose of staff retention

Pro Forma Ownership

100% IMI Precision Engineering (Norgren Inc.)

Purchase Price Multiples

EV / LTM Revenue: 1.8x

EV / LTM EBITDA: 14.9x

Other Considerations

The transaction was announced December 14, 2017 and is expected to close in the first quarter of 2018

All executives and management will remain with Bimba post-transaction

M&A Deals in the Headlines Industrial Technology – Select Transaction Detail

Total Xylem Consideration

Total of $395.2 million, funded by 100% cash (and low interest, short-term debt)

Xylem Inc. will offer $7.0 per share for all of Pure Technologies Ltd. (TSX:PUR) outstanding shares

Pro Forma Ownership

100% Xylem Inc. (NYSE:XYL)

Purchase Price Multiples

EV / LTM Revenue: 4.0x

EV / LTM EBITDA: 26.5x

Other Considerations

The transaction was announced December 11, 2017 and is expected to close by the first quarter of 2018

The transaction is expected to be modestly accretive to earnings in 2018

Transaction Overview Transaction Overview

Transaction Rationale Transaction Rationale

Founded in 1993, Pure Technologies Ltd. (“Pure”) provides unique diagnostic and analytic solutions and services based on proprietary technologies to address key water and wastewater infrastructure challenges

Pure is a leader in intelligent leak detection and condition assessment solutions for water distribution networks, and holds 80+ patents

− Xylem Inc.’s (“Xylem”) acquisition of Pure will position Xylem as a major player in a rapidly growing market driven by increasing adoption of digital solutions to improve utilities’ operating efficiency

“Pure’s solutions strongly complement the broader Xylem portfolio, particularly our recently acquired Visenti and Sensus solutions, creating a unique and disruptive platform of diagnostic, analytics and optimization solutions for clean and wastewater networks. As one company, we will provide customers with even more powerful and innovative solutions enabled by cutting-edge technologies.” – CEO of Xylem, Patrick Decker

Founded in 1957, Bimba Manufacturing Company Inc. (“Bimba”) manufactures an advanced range of pneumatic, hydraulic, and electric motion solutions for the industrial automation industry

− Bimba has a strong blue-chip client base, extensive distributor relationships, and an established leading market position

The acquisition is fully aligned with IMI Precision Engineering's strategy and will nearly double the size of its U.S. industrial automation business, providing market leading distribution and complementary products with minimal overlap

“Bimba will significantly enhance IMI Precision Engineering’s current position in the US Industrial Automation market. The enlarged product portfolio will increase our competitiveness and Bimba’s extensive distributor network will materially improve IMI Precision Engineering’s US market access. We are really excited about the future and look forward to working with the Bimba team.” – CEO of IMI Precision Engineering, Mark Selway

Source: S&P Capital IQ and Company press releases

IMI Precision Engineering to Acquire Bimba Manufacturing Xylem to Acquire Pure Technologies

15


Q4 2017

$125.0

$400.0

$156.3 $29.9$127.1 $128.5 ND

$440.5

1318 17

9

1822

19

25

2010 2011 2012 2013 2014 2015 2016 2017

Median Deal Size ($) # of Exits

U.S. Private Equity deal flow was down during the fourth quarter of 2017 on both a volume and deal value basis

Several factors may be fueling the reluctance to complete deals, with two of the biggest centering on price and quality

― Pricing pressures persist with median deal multiples remaining above 10.0x, and the number of viable targets is likely lower than normal following the record levels in 2015 and 2016 on both the strategic and PE sides

― Low yields and low returns on cash holdings may increase the pressure firms feel who want committed capital put to work

Industrial Technology deal flow in 2017 saw a ~9% increase from 2016, with the number of deals closed climbing to 88 from 81

− In addition, private equity disclosed capital invested increased, up ~ $0.6 billion in 2017 when compared to 2016

Relevant private equity deals announced in 4Q 2017 within the space include:

− Platinum Equity’s acquisition of Husky IMS International Ltd.

− Tailwind Capital Group’s acquisition of Smith Cooper International, Inc.

Overall U.S. Private Equity Deal Flow ($ in billions)

U.S. Industrial Technology Private Equity Deal Flow ($ in billions)

U.S. Industrial Technology Private Equity Exits ($ in millions)

*4Q17 preliminary PitchBook data ND – No Transaction Values Disclosed Source: Fifth Third Securities, PitchBook

Private Equity Activity Industrial Technology

$2.2 $2.3 $2.6 $1.9 $2.5 $2.0

$4.5 $5.1 51

65 62 54

10292 81 88

2010 2011 2012 2013 2014 2015 2016 2017

Capital Invested ($) # of Deals Closed

0

500

1,000

1,500

$0

$50

$100

$150

$200

$250

1Q

11

2Q11

3Q11

4Q

11

1Q

12

2Q

12

3Q

12

4Q

12

1Q

13

2Q

13

3Q

13

4Q

13

1Q

14

2Q

14

3Q

14

4Q

14

1Q

15

2Q

15

3Q

15

4Q

15

1Q

16

2Q

16

3Q

16

4Q

16

1Q

17

2Q17

3Q17

4Q

17*

Deal Value ($) # of Deals Closed

16


Q4 2017

Note: This data represents the entire U.S. middle market (all industries) Note: The middle market is defined as deal size < $100 million and borrower sales < $500 million [1] Includes both non-sponsored and sponsored transactions; sufficient data not available for MM NR loans in 1Q15 and 1Q17 Source: Bloomberg, S&P Capital IQ LCD, and Thomson Reuters LPC

U.S. Middle Market Loan Market Trends

Loan Volume: Low Level of Supply Continues Yields Decline for Middle Market B-rated & Non-rated Issuers [1]

Middle Market Covenant-Lite Volume Declines in 3Q 2017 Leverage Multiples Remain Aggressive on Middle Market LBOs

$0.0

$10.0

$20.0

$30.0

$40.0

$50.0

$60.0

Non-Sponsored Sponsored($ in billions)

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%

7.0%

8.0%

9.0%

MM B-rated MM NR

5.97%

5.90%

$0.0

$1.0

$2.0

$3.0

$4.0

$5.0

$6.0

$7.0

MM Covenant-Lite Volume($ in billions)

0.0x

1.0x

2.0x

3.0x

4.0x

5.0x

6.0x

7.0x

1st Lien Debt to EBITDA Junior Debt to EBITDA

17


Q4 2017 Pro Rata Market Update: 3Q 2017 Bank Terms Remain Relatively Unchanged Over Prior Quarter

Structure

Banks reported that standards for C&I loans were essentially unchanged

over the past three months for loans to both large and middle market firms.

However, terms on C&I loans became less restrictive, on balance, with all

specific loan terms either easing or remaining materially similar.

Specifically, a significant net percentage of banks reportedly narrowed

spreads of loan rates over the cost of funds, while a moderate net share of

banks reportedly increased the maximum size of credit lines and decreased

the use of interest rate floors for large and middle market firms

Observations from Fifth Third’s syndicated pro rata loan database:

− Financial Covenants – single covenant deals became slightly more

prevalent through LTM Q3 2017 representing just over 20% of

transactions, with two covenant deals remaining most common,

typically consisting of a maximum leverage and minimum interest or

fixed charge coverage ratio

− Tenors – static at 5 years, co-terminus revolver and term loans.

− Amortization – no discernable market-driven movement, with a

standard 5yr tenor term loan amortizing anywhere between 25-75%,

with ~30-35% amortization being most common

Pricing

While pricing in the pro rata market is highly subjective depending upon

banking relationships and ancillary business, respondents to the Fed Survey

have now reported net pricing reductions for 30 consecutive quarters

In-line with Fed Survey responses, Fifth Third’s pro rata loan database

displayed a 28 bps drop of YoY spread for the 3Q17 vs. 3Q16 period,

bringing the average drawn spread down to L+186

With many pricing grids reaching levels below L+200, pricing levels are

approaching similar levels to investment grade and asset based loans,

suggesting little runway left for further pricing concessions in the pro rata

market

Source: Fifth Third Securities, Federal Reserve Board

Note: based on forward-looking nature of questionnaire, results displayed are from the first month of each respective calendar quarter (e.g. Jul-17 survey shown as proxy for 3Q17)

Average Pro Rata Pricing at Close by Market Segment (as of 3Q17)

LTM 3Q17 Synthetic Leverage Grid for Pro Rata Executions

126 149 162

193 221

240 256

298 322 334

355

L+0

L+50

L+100

L+150

L+200

L+250

L+300

L+350

L+400

Observation: Closing leverage determines ~97% (R2) of the variations in pricing; every 0.5x turn of leverage costs ~25bps (slope)

392420 410

429

275247

269293

186214

192211

L + 0

L + 50

L + 100

L + 150

L + 200

L + 250

L + 300

L + 350

L + 400

L + 450

L + 500

Current Prior Yr. Current Prior Yr.

Trailing 3M Trailing 12M

Middle Market Sponsored Middle Market Non-Sponsored Pro Rata/Bank-Only

18


Q4 2017

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

Gen. Corp. Purp. Amend & Extends DIP/Exit Fin. M&A Other

Asset Based Lending Market Update

ABL Volume and Deal Count ($ billions)

ABL Average Pro Rata Pricing

Source: Thomson Reuters LPC

3Q 2017: ABL Market Commentary

ABL issuance volumes totaled $23.9 billion in 3Q17, a 14% increase from 3Q16 and a 9% decrease from prior quarter volumes, respectively. YTD volumes totaled $69.7 billion, representing a 15% increase over the prior year period

While total volumes for the year may fall short of record setting levels in 2011 ($101.0 billion), full year 2017 ABL volumes are on track to exceed $85.0 - $90.0 billion

YTD new money deal flow totaled $17.7 billion, or 25% of YTD volumes. Issuance continued to consist primarily of refinancing activity with general corporate purposes being the primary use of proceeds. M&A lending was limited to 10% of YTD volumes

Deal size continued to skew towards the smaller end of the market (sub $250.0 million) as refinancings and add-ons dominated. Larger sized credits north of $500.0 million were heavily weighted towards repricings and opportunistic refinancings, with a handful of acquisition financings also completed

Clubby deals under $150.0 million made up 49% of YTD volumes, while deals ≥ $500.0 million represented 15%

ABL spreads continue to remain low with average drawn pricing at 167 bps and average undrawn pricing at 32 bps

90% of deals ≥ $75 million in size were priced (drawn pricing) below 250 bps, of which 49% were priced between 150-199 bps and 21% were priced below 150 bps

ABL Deal Purpose Dispersion

L+0

L+100

L+200

L+300

Drawn Undrawn

0

20

40

60

80

100

120

$0

$5

$10

$15

$20

$25

$30

$35

Volume Deal Count

19


Q4 2017 Economic Dashboard

Industrial Production Index Capital Goods Orders Housing Starts

Source: Board of Governors of the Federal Reserve System

($ in billions)

Source: United States Census Bureau

National Unemployment Rate Real GDP Growth Additions to Non-Farm Payrolls

Housing Starts

Source: Bureau of Economic Analysis Source: Bureau of Labor Statistics Source: Bureau of Labor Statistics

Source: United States Census Bureau

(in thousands of employees)

(in thousands of units)

$200

$225

$250

$275

96

102

108

114

2.3%2.0%

2.6%

2.0%

0.9% 0.8%1.4%

3.5%

2.1%

1.4%

2.6%3.0%

4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q

'15 '16 '170

100

200

300

400

750

850

950

1,050

1,150

1,250

1,350

4.0%

5.0%

6.0%

20


Q4 2017 Notes & Definitions

S&P 500 Index- A broad index that includes American Companies. EBITDA- A company's earnings before interest, taxes, depreciation, and amortization, is an accounting measure calculated using a company's net earnings, before interest expenses, taxes, depreciation and amortization are subtracted, as a proxy for a company's current operating profitability. Dry Powder- Refers to cash reserves kept on hand to cover future obligations or to purchase assets. GDP- Gross domestic product is the market value of the goods and services produced by labor and property located in the United States Consumer Sentiment Index- The University of Michigan Consumer Sentiment Index is a consumer confidence index published monthly by the University of Michigan. The index is normalized to have a value of 100 in December 1964 National Unemployment Rate- the percentage of the total labor force that is unemployed but actively seeking employment and willing to work. Non-Farm Payroll- Nonfarm payroll employment is a compiled name for goods, construction and manufacturing companies in the US. It does not include farm workers, private household employees, non-profit organization employees, or government employees . It is an economic indicator released monthly by the United States Department of Labor as part of a comprehensive report on the state of the labor market. Housing Starts- are the number of new residential construction projects that have begun during any particular month. The Economist- offers authoritative insight and opinion on international news, politics, business, finance, science, technology and the connections between them LBO -- leveraged buyout (LBO) is the acquisition of another company using a significant amount of borrowed money to meet the cost of acquisition. The assets of the company being acquired are often used as collateral for the loans, along with the assets of the acquiring company. Industrial Production Index (IPI)- is an economic indicator published by the Federal Reserve Board of the United States that measures the real production output of manufacturing, mining, and utilities Capital Goods Orders. Covenant-lite loans- means that debt is being issued, both personally and commercially, to borrowers with less restrictions on collateral, payment terms, and level of income. IRR-Internal Rate of Return.

About Fifth Third Capital Markets

Fifth Third Capital Markets is the marketing name under which Fifth Third Bank and its subsidiary, Fifth Third Securities, Inc., provide certain securities and investment banking products and services. Banking products and services are offered by Fifth Third Bank. Securities products and services are offered by licensed securities representatives of Fifth Third Securities, Inc., who may be employees of Fifth Third Bank. Important notice This document has been prepared by Fifth Third Bank (“Fifth Third”) or one of its subsidiaries for the sole purpose of providing a proposal to the parties to whom it is addressed in order that they may evaluate the capabilities of Fifth Third to supply the proposed services. It is not intended to provide specific investment advice or investment recommendations and does not constitute either a commitment to enter into a specific transaction or an offer or solicitation, with respect to the purchase or sale of any security. The information contained in this document has been compiled by Fifth Third and includes material which may have been obtained from information provided by various sources and discussions with management but has not been verified or audited. This document also contains confidential material proprietary to Fifth Third. Except in the general context of evaluating our capabilities, no reliance may be placed for any purposes whatsoever on the contents of this document or on its completeness. No representation or warranty, express or implied, is given and no responsibility or liability is or will be accepted by or on behalf of Fifth Third or by any of its subsidiaries, members, employees, agents or any other person as to the accuracy, completeness or correctness of the information contained in this document or any other oral information made available and any such liability is expressly disclaimed. This document and its contents are confidential and may not be reproduced, redistributed or passed on, directly or indirectly, to any other person in whole or in part without our prior written consent.. Fifth Third Capital Markets is a wholly owned subsidiary of Fifth Third Bank offering investment banking++, debt capital markets+, bond capital markets++, equity capital markets++, financial risk management+, and fixed income sales and trading++. Fifth Third Bank provides access to investments and investment services through various subsidiaries, including Fifth Third Securities. Fifth Third Securities is the trade name used by Fifth Third Securities, Inc., member FINRA/SIPC, a registered broker-dealer and registered investment advisor registered with the U.S. Securities and Exchange Commission (SEC). Registration does not imply a certain level of skill or training. Securities and investments offered through Fifth Third Securities, Inc. and insurance products: + Services and activities offered through Fifth Third Bank ++ Services and activities offered through Fifth Third Securities, Inc © Fifth Third Bank 2018

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Are Not Insured By Any Federal Government Agency Are Not A Deposit

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