Plastics Processing Industry Insights

Transcription

Industry Update and OutlookFebruary 2014Plastics ProcessingIndustry InsightsAbout William BlairInvestment BankingWilliam Blair’s investment banking group combines significant transaction experience,rich industry knowledge, and deep relationships to deliver successful advisory andfinancing solutions to our global base of corporate clients. We serve both publicly tradedand privately held companies, executing mergers and acquisitions, growth financing,special situations and restructuring, and general advisory projects. This comprehensivesuite of services allows us to be a long-term partner to our clients as they grow andevolve. In 2012, the investment banking group completed 76 merger-and-acquisitiontransactions worth more than 13.8 billion in value, involving parties in 21 countries andfive continents, and was an underwriter on over 20% of all U.S. initial public offerings.

William BlairTable of ContentsIndustry Review and Outlook . 1Recent Notable Plastics Transactions . 3Current Industry Trends . 9Public Plastics Processing Company Valuations .13Spotlight – Composite Industry .17Selected William Blair Plastics Transactions .18Investment Banking Team Biographies .19Selected Recent William Blair Plastics Transactions .20Plastics Processing Industry Expertise .21Plastics Processing Industry InsightsTable of Contents

William BlairIndustry Review and OutlookM&A ActivityM&A activity in the plastics processing sector increased in the second half of 2013, with transaction activity rising roughly 19%relative to the second half of 2012, after a 23% decline in the first half of 2013. The strong second half of 2013 was notably betterthan the overall global M&A market, which declined roughly 11% (the middle market also declined 11%) during the same period.Transaction activity was strongest during the fourth quarter of 2013, up 24% sequentially over the third quarter and up 22% overthe fourth quarter of 2012. We noted a marked increase in overall market activity in the second half of 2013 and expect thismomentum to carry into the first half of 2014.Global Plastics Processing Sector Transaction Volume(1)(number of deals)Median: 271600500400300 1441341111H '122H '121H 201220132H '13Global Plastics Processing Sector Transaction Value(1)( in millions) 47,281 50,000Median: 17,067 43,882 40,000 2.6% 30,000 16,941 20,000 10,000 9,938 8,36220022003 19,717 17,192 12,093 18,583 21,387-70.6% 15,998 9,655 9,238 6,760 2,719 6,936 020042005200620072008200920102011201220131H '122H '121H '132H '13(1) Aggregate volume and value includes all announced deals.Sources: Dealogic and William Blair’s Mergers and Acquisitions market analysis.Although plastics-processing M&A volume was only modestly down in 2013 relative to 2012, aggregate transaction value was downmeaningfully, 40% year-over-year. This was principally due to the absence of many of the billion-dollar-plus deals that wereprevalent in 2012, such as Eastman Chemical’s acquisition of Solutia ( 4.7 billion) and Westlake Chemical’s acquisition of GeorgiaGulf ( 1.6 billion). In contrast, deal value in 2013 was driven by a large number of 250-million-plus transactions, such as JabilCircuit’s acquisition of Nypro ( 665 million), The Waddington Group’s acquisition of Par-Pak (roughly 300 million), and Silgan’sacquisition of Portola Packaging ( 266 million). Other notable transactions in 2013 were Madison Dearborn Partners and CarlyleGroup’s purchases and subsequent merger of Multi-Packaging Solutions and Chesapeake (roughly 640 million and 760 million,respectively), both former portfolio companies of Irving Place Capital, as well as American Securities Capital's purchase of TekniPlex(roughly 800 million) and RPC Group’s purchase of Maynard & Harris ( 169 million). We believe plastics processing M&A activitywill continue to rebound into 2014 as the domestic and global economies continue to improve.Plastics Processing Industry InsightsIndustry Review and Outlook 1

William BlairM&A ValuationsAs illustrated in the following exhibit, median M&A transaction multiples for the plastics sector trended higher in 2013. Plasticsprocessing M&A multiples increased to a median of 7.8 times LTM EBITDA in the second half of 2013 after a median of 6.9 timesduring the first half of 2013. 2013 M&A multiples were above the longer-term median of 7.3 times and are once again approachingthe peak levels seen in the 2007 and 2008 time period.Historical Plastic Sector M&A Transaction Multiples (Global)EV / LTM EBITDA10.0x8.0xMedianMedian: 1120127.7x6.9x7.3x6.9x1H '122H '121H 82009201020132H '13Sources: Dealogic and William Blair.Public Company ValuationsValuations of publicly traded plastics processing companies continue to trend higher along with the broader market. Public-companyvaluations rose meaningfully during 2013, closing at a median LTM EBITDA multiple of 9.3 times, continuing the steady rise from thelows of 2009. Public company plastics processor valuations are now well above the median of the last several years of 7.0 times, andare nearing all-time highs.Publicly Traded Plastic Sector Valuation Multiples(1)Median: 2010Q32010Q42010Q12011Q22011Q32011(1) Median EV/LTM EBITDA multiples at the end of each respective quarter for publicly traded companies shown on pages 14 and 15 of this report.Source: Capital IQ.SummaryThe outlook for the global economy continues to show signs of improvement, led by relatively strong U.S. economic growthprospects. Most economic data points to a continued steady recovery, while CEO confidence and investor sentiment are generally onthe rise. We believe plastics-processing M&A activity will be driven by this increased confidence, improved global economic growth,and the continued need for financial buyers to invest committed fund equity. Similarly, strategic buyers remain flush with cash andcontinue to aggressively look to enter into new geographies, expand capabilities, and broaden product and end-market breadth.Plastics Processing Industry Insights2 Industry Review and Outlook

William BlairRecent Notable Plastics TransactionsAnnounced: 1/02/13Target:(ONE Equity Partners)Miami, FLAcquirer:(ONE Equity Partners)Vienna, AustriaImplied Enterprise Value ( M):EV/LTM Revenue:EV/LTM EBITDA:Observations/Rationale:Globalpack operates two folding carton and flexible packaging production facilities inMexico. The company converts a variety of materials, including film, foil, and paper, forthe food, beverage, and nonfood consumer products markets. Constantia Flexibles is aleading flexible-packaging supplier of plastic and composite packaging for the food, petfood, pharmaceutical, and beverage markets. Globalpack had roughly 240 million of estimated annual sales and 1,500employees Roughly 70% of Globalpack’s sales related to flexible packaging (including labels)with the remaining 30% related to folding cartons The acquisition significantly strengthens Constantia’s position in North and LatinAmerica and is part of the company’s broader international growth plans Acquisition provides a strong platform for Constantia’s further growth in NorthNDAmerica, Latin America, and Central AmericaNDNDAnnounced: 01/09/13Observations/Rationale:Flexpack Soluções em Embalagens Ltda. designs, manufactures, and provides stand-uppouch packaging, barrier films, and performance packaging products for processedmeats, sauces, fresh pasta, dairy products, nuts, automotive fluids, healthcare, andpharmaceutical products. Scholle Corporation offers bag-in-box packaging, flexiblefilms, filling equipment, bags, and fitments and caps for agricultural chemicals,automotive chemicals and fluids, beer, cleaning chemicals, dairy products, edible oil,foodservice, juice, paints, coatings and adhesives, post-mix syrup, processed fruits, teaand coffee, water and health drinks, and wine and spirits applications. Flexpack is a small but strategic acquisition for ScholleTarget:São Paulo, BrazilAcquirer:Irvine, CAImplied Enterprise Value ( M):EV/LTM Revenue:EV/LTM EBITDA: Flexpack operates one small plant in Sao Paulo, Brazil—Scholle will closeFlexpack’s plant and move the operations into its existing Vinhedo plantND NDNDFlexpack expands Scholle’s product offering and enhances Scholle’s abilities insmaller, retail packagingAnnounced: 01/10/13Observations/Rationale:Mountain Molding is a contract molder of parts for the medical device, security, andother industries. The company provides precision injection molding, in-house toolmaking, and contract manufacturing. Arcady Capital is a private equity firm focused onsmall to midsize, Midwest-based niche manufacturing companies. Mountain Molding has been in operation since 1976 and was looking for additionalcapital for investmentsTarget:Longmont, COAcquirer: Mountain Molding’s capabilities include a variety of secondary services, as well assolutions for close tolerance, low to high volume productions, insert and overmolding, and expertise with engineered resins Arcady partnered with existing Mountain Molding management in conjunctionwith the transactionWichita, KSImplied Enterprise Value ( M):EV/LTM Revenue:EV/LTM EBITDA:NDNDNDPlastics Processing Industry InsightsRecent Notable Plastics Transactions 3

William BlairAnnounced: 01/14/13Observations/Rationale:Arrowhead Composites and Thermoplastics, a division of Arrowhead PlasticsEngineering, manufactures custom fiberglass reinforced molded and vacuum-formedplastics for the transportation, recreation, and utility industries. The company servescustomers in the Southeastern and Midwestern United States, specializing in fiberglassand composite molding processes. Amtech, owned by Blackford Capital, is amanufacturer of composite-based products for the military and commercial markets. The acquisition expanded Amtech’s regional production footprint adding a newgeography for growth Amtech plans to continue to expand its presence geographically Amtech’s expansion plans are supported by Blackford Capital, a Grand Rapids,Michigan-based private equity firmXBTarget:Elmore, ALAcquirer:(Blackford Capital)Wapato, WAImplied Enterprise Value ( M):EV/LTM Revenue:EV/LTM EBITDA:NDNDNDAnnounced: 01/16/13Target:Nottinghamshire, UKAcquirer:(Koninklijke Ten Cate nv)Overijssel, NetherlandsImplied Enterprise Value ( M):EV/LTM Revenue:EV/LTM EBITDA:Observations/Rationale:Amber Composites is a manufacturer of thermoset composite materials for highperformance, lightweight structures. The company serves the motorsport, automotive,aerospace, communications, marine, and wind energy sectors. TenCate AdvancedComposites combines textile technology with materials expertise to produce uniquefunctional materials. Its Advanced Composites group produces thermoplastic andthermoset prepreg composites for various industries. Acquisition helps accelerate TenCate’s activities in the European thermosetcomposites market Increases TenCate’s presence in the industrial and automotive composites markets Broadens TenCate’s portfolio to include both thermoset and thermoplasticcomposites— creates “one-stop shop” for compositesFollows TenCate’s acquisition of PMC Baycomp in the United States continuing theND company’s expansion in compositesNDNDAnnounced: 04/02/13Target:Observations/Rationale:all subsidiaries of ClondalkinGroup Holdings B.V. (WarburgPincus)Amsterdam, Noord-HollandAcquirer:Hilex Poly Co.(Wind Point Partners)Hartsville, SCImplied Enterprise Value ( M):EV/LTM Revenue:EV/LTM EBITDA:Fortune Plastics extrudes, converts, and manufactures flexible packaging. AccutechFilms, Inc. manufactures and supplies a range of flexible packaging products. DirectPlastics Limited manufactures flexible packaging solutions, offering laminating and bagconverting packaging solutions, as well as flexographic printing services. Hilex Poly Co.manufactures plastic bag and film products. Divestiture of Clondalkin’s North American Flexible Packaging Division, whoseproducts include blown film for foodservice, healthcare, industrial and sanitationbags, liners and slip-sheets Will allow Hilex Poly to continue to diversify its product line away from plasticbags, as well as expand its recycling technologies and its customer base Purchase enables Hilex Poly to further move into the flexible packaging, carriertape, plastic sheeting, and the reel bands sectors along with the ability to leverageprecision laser technologyNDND NDPlastics Processing Industry Insights4 Recent Notable Plastics TransactionsAcquisition is Hilex’s first add-on since being acquired by Wind Point in late 2012

William BlairAnnounced: 05/28/13Observations/Rationale:Network Polymers is a U.S. niche engineered plastics compounding and distributionbusiness. The Company offers a broad spectrum of custom resins and alloys to meetcustomer-specific product design and manufacturing requirements. A. Schulman is aleading international supplier of high-performance plastic compounds and resins. Network Polymers will provide greater penetration in key markets, such asbuilding and construction, agricultural products, and lawn and gardenTarget:Akron, OHAcquirer: Fairlawn, OHImplied Enterprise Value ( M):EV/LTM Revenue:EV/LTM EBITDA: 50.00.77x ND Announced: 06/07/13Brampton, ON Canada(Olympus Partners) The transaction will improve TWG position in the bakery, produce, and schoolmeats segments TWG is expecting at least 4 million of synergies related to purchasing benefits andheadcount reductionsImplied Enterprise Value ( M):EV/LTM Revenue:EV/LTM EBITDA: 300.0 1.61x 8.5x–9.0x Announced: 07/03/13Acquirer:Network Polymers has an attractive business with gross and operating marginsabove those of A. Schulman and a stronger growth profile that fits with A.Schulman’s strategy to expand its U.S. niche engineered-plastics businessPar-Pak designs and manufactures thermoformed rigid plastic packaging productsprimarily for bakery, deli, and food service industries. The company offers orientedpolystyrene containers and PET products. The Waddington Group (TWG) designs andmanufactures rigid plastic foodservice disposables including tableware and containers. Acquisition of Par-Pak will increase TWG scale and product breadth, particularly inthe rigid plastic disposable tableware category, as well as geographic footprintCovington, KYTarget:Network Polymers helps A. Schulman expand its distribution business in theUnited States.Observations/Rationale:Target:Acquirer:The transaction brings strong technical expertise and a seasoned sales force thatwill help leverage existing A. Schulman products and expertise to a wider customerbaseThe sales group of Par-Pak will merge with that of Polar Plastics, a segment withinTWG, to form a single selling company under the name of PolAR PakPar-Pak was one of two add-on acquisitions TWG completed in 2013Observations/Rationale:Chesapeake manufactures cartons, labels and leaflets, and plastic packaging products.The company focuses on supplying packaging solutions to the pharmaceutical and(Irving Place Capital and Oaktree healthcare, food and drink, agrochemical, and automotive care product markets. TheCapital Management, L.P.)Carlyle Group is an investment firm specializing in direct and fund of fund investments.Buckinghamshire, UK Chesapeake was originally purchased out of bankruptcy in 2009 by Irving Placeand Oaktree for 485 million. Since that time, the company has invested heavily innew plants/equipment and completed three add-on acquisitionsTHE CARLYLE GROUP Chesapeake is known principally for high-quality, premium paper-based leaflets,and cartons for the pharma, confectionary, and beverage markets The deal includes the sale of Chesapeake’s paperboard operations, not its smallerplastic packaging businessWashington DCImplied Enterprise Value ( M):EV/LTM Revenue:EV/LTM EBITDA: 760 0.95x 7.5xCarlyle Group will enable Chesapeake’s paperboard operations to expand itsinternational footprint and invest in additional products and servicesPlastics Processing Industry InsightsRecent Notable Plastics Transactions 5

William BlairAnnounced: 07/08/13Observations/Rationale:Target:Multi Packaging Solutions, Inc. provides print, packaging, and label solutions for thehealthcare, entertainment, consumer, beverage, cosmetics, and media end-marketsworldwide. Madison Dearborn Partners is a private equity firm specializing in buyoutsof private or publicly held companies that are primarily in basic industries. Owned by Irving Place since 2005. During Irving Place’s ownership MPScompleted seven add-on acquisitions.(Irving Place Capital)New York, NYAcquirer:Chicago, ILImplied Enterprise Value ( M):EV/LTM Revenue:EV/LTM EBITDA:Naperville, ILAcquirer: MDP’s experience in the packaging industry and fresh capital will allow MPS toaccelerate growthPortola Packaging designs, manufactures, and markets tamper-evident plastic closuresfor the dairy, fruit juice, bottled water, sports drinks, institutional food, and noncarbonated beverage industries. Portola operates eight facilities in North America andEurope. Silgan Holdings and its subsidiaries manufacture and sell rigid packaging forshelf-stable food and other consumer goods products worldwide. Portola’s operations complement Silgan’s existing product lines, but will alsoprovide Silgan’s customers with product line extensionsPortola enables Silgan to expand its offering in the fast-growing plasticclosures/dispensing closures markets and provides increased innovation inclosure design and enhanced operational leadership 266.0 1.30x 7.2x–7.5x(1) The acquisition also enhances Silgan’s market position and growth opportunitiesin Europe through Portola’s facilities in the United Kingdom and Czech RepublicAnnounced: 09/04/13The Portola acquisition is expected to be highly synergistic with Silgan’s existingclosures business and slightly accretive initiallyObservations/Rationale:Target:(Marquette Capital Partners andSpell Capital Partners)Minneapolis, MNAcquirer:Spectrum Plastics Gr

Circuit’s acquisition of Nypro ( 665 million), The Waddington Group’s acquisition of Par-Pak (roughly 300 million), and Silgan’s acquisition of Portola Packaging ( 266 million). Other notable transa