Specialty Distribution Industry Update - April 2013

Specialty Distribution
Industry Update
April 2013
Member FINRA/SIPC
www.harriswilliams.com
Specialty Distribution
Industry Update
April 2013
HW&Co. Distribution Deal Spotlight
Harris Williams & Co. Advises SRS Distribution in its Sale to Berkshire Partners
Harris Williams & Co., a preeminent middle market investment bank focused
on the advisory needs of clients worldwide, announces the sale of SRS
Distribution Inc. (SRS), a leading national distributor of roofing supplies and
related materials, to Berkshire Partners. SRS was a portfolio company of
AEA Investors LP (AEA). Harris Williams & Co. acted as advisor to SRS. The
transaction closed on February 28, 2013.
“SRS is a remarkable building products platform with an exceptional track record of growth and an
outstanding management team. It has been a pleasure working with Ron Ross (CEO) and his team to find
a new partner who shares the company’s vision for the future. We have a longstanding relationship with
the AEA team and are delighted to have represented them on this transaction.”
In 2012, Harris Williams & Co. also served as the exclusive advisor to Roofing Supply Group (RSG),
another leading distributor of roofing supplies and related materials. The SRS transaction is a further
example of the strong investor interest in building products and materials companies. We expect the
ongoing recovery in new construction will continue to drive M&A activity in the sector.
Headquartered in McKinney, TX, SRS is the fourth largest residential roofing distributor in the U.S. with
85 locations in 29 states under 19 different brands: Suncoast Roofers Supply (FL), Southern Shingles
(TX/OK/LA/MO/AR), SRS Roofing Supply (AL), Rowe Supply (GA/SC), Atlanta Roofing Supply (GA),
Cannon Supply (SC), Columbia Wholesale (SC), Midwest Roofing Supply (IL/MN), Gary-Hobart Roofing
Supply (IN), River City Wholesale (KY), Superior Distribution (TN/MD/VA/NC), Shake & Shingle
Supply (CO/KS/MO/NE/IL), Stewart Building & Roofing Supply (AZ), Roofline Supply (OR/CA/UT),
Stoneway Roofing Supply (WA), Pace Supply (PA/CT), Burbank Roofing Supply Group (CA), ABCO
Supply (MI) and Sierra Roofing Supply (NV).
Key Takeaways:
Strong M&A Appetite for Attractive Distribution Businesses: HW&Co. processes are receiving
significant interest from buyers given a noticeable hole in the market (see pg. 2), particularly for attractive
distribution businesses such as SRS and Roofing Supply Group, MicroStar, Pine Environmental, TriNorthern, and Winebow, all of which HW&Co. sold in recent processes.
Aggressive Financing Markets: High quality transactions are receiving strong attention in the market. The
attractive financing terms highlight the depth and competitiveness of the current debt markets. Harris
Williams & Co. continues to see above-market leverage levels for high quality businesses.
What We’re Reading
Acquisitions Fueled Distributor’s Growth in 2012
CONTENTS
WHAT WE’RE READING
M&A MARKET TRENDS
PUBLIC COMPARABLES
NOTABLE M&A ACTIVITY
ECONOMIC UPDATE
HW&Co. TRANSACTIONS
GROUP OVERVIEW
Harris Williams & Co. is a leading
advisor to the specialty distribution
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:
• Specialty Catalog and Direct
Marketing
• Branch-Based Distributors
• Route-Based Distributors
• Automotive and Heavy Duty
Aftermarket
• Building and Construction
Products
• Consumer
• Industrial, MRO and Safety
• Healthcare
• Technology
• Electrical and Communications
• Alcohol, Tobacco, and Fire Arms
CONTACTS
Bob Baltimore | Managing Director
bbaltimore@harriswilliams.com
+1 (804) 915-0129
Derek Lewis | Managing Director
dlewis@harriswilliams.com
+1 (804) 915-1118
Dave Kennedy | Director
dkennedy@harriswilliams.com
+1 (804) 915-0105
Jack Keough with TED Magazine discusses how consolidation will change the distribution landscape and
expand distributors’ product lines and geographic breadth. Read the full article here.
U.S. Industrial Activity Poised for Pickup in 2014
Modern Distribution Management featured an article highlighting the Manufacturers Alliance for
Productivity and Innovation U.S. Industrial Outlook, a report that analyzes 27 industries. The report
forecasts that industrial production will increase 2.2 percent in 2013, and that a “further pickup is likely in
2014.” Read the full article here.
www.harriswilliams.com
1
M&A Market Trends
M&A Trends
• HW&Co. has witnessed an “air pocket” develop for new deals entering the
market so far in 2013.
• While there are a number of deals in both the later stages and the preparation
phase, as a percentage, there are fewer deals that are currently in the market.
‒ This dynamic was partially created by deals that rushed to close in 2012
due to tax changes and the delayed effect of the recent election.
M&A Activity and
‒ Many private equity groups are completing fundraising and are eager to
Relative Observations
invest new capital or accumulated dry powder.
‒ Corporations continue to sit on record levels of cash following strong
corporate profits and accessibility to the debt markets, and have excess
capital for future investment and hiring.
• In 2011, HW&Co. experienced a similar phenomena, and deal activity
entering the market did not pick up until Q2.
Significant
Available Capital
• The middle-market lending environment remains supportive of good
businesses with strong total leverage levels.
• Due to lower M&A volume in Q1 2013, issuers have witnessed a spike in
refinancing and repricings.
• Year-to-date, sponsored loan volume is approximately $81.7 billion, 68.5%
and 16.0% of volume is attributable to refinancings and LBOs, respectively.
Average Debt Multiples for Middle Market LBO Loans
For the Years Ended Dec. 31, 1997 – 2012
Debt levels returning to
pre-recession levels.
6.0x
5.6x
4.9x
5.0x
4.7x
4.8x
4.3x
4.1x
4.0x
4.0x
3.8x
4.7x
4.5x
4.2x
4.3x
2010
2011
4.5x
3.8x
3.4x
3.3x
3.0x
2.0x
1.0x
0.0x
1997
1998
1999
2000
First Lien Debt/EBITDA
2001
2002
2003
2004
Second Lien Debt/EBITDA
2005
2006
2007
2008
Other Senior Debt/EBITDA
2009
2012
Subordinate Debt/EBITDA
Source: Standard & Poor’s.
Note: Defined as issuers with EBITDA less than $50 million. Other Senior Debt includes Senior Unsecured Loans and Bonds.
2
Specialty Distribution
Public Comparables & Trading Valuations
Key Trading
Stats
Specialty Distribution Public Comparables
As of April 5, 2013
($ in millions, except
per share amounts)
LTM Margins
EBITDA
Gross
TEV
Current
Price
Stock Performance
1-Month
1-Year
Change
Change
% of
LTM High
TEV/EBITDA
2013 LTM 2013E
Revenue
Growth
3-Yr. CAGR
Automotive & Heavy Duty Aftermarket
AutoZone, Inc.
O'Reilly Automotive Inc.
Genuine Parts Company
LKQ Corp.
Dorman Products, Inc.
Uni-Select Inc.
Median
Mean
21.6%
18.7%
8.6%
12.0%
19.7%
4.9%
51.8%
50.1%
29.0%
41.4%
37.7%
31.4%
15.3%
14.3%
39.6%
40.2%
8.7%
6.2%
7.1%
8.1%
3.6%
0.3%
0.7%
27.4%
27.8%
23.7%
24.7%
13.5%
20.0%
12.1%
6.2%
4.9%
23.7%
21.3%
6.0%
3.8%
2.4%
1.1%
3.9%
18.0%
17.1%
8.2%
6.9%
20.8%
3.8%
3.4%
17.1%
14.2%
14.6%
23.2%
18.0%
19.2%
8.3%
4.8%
9.9%
43.8%
51.5%
55.0%
45.7%
27.5%
15.2%
29.1%
14.6%
14.0%
43.8%
38.3%
$18,199
12,321
12,075
7,436
1,306
835
$397.20
103.05
77.06
21.32
36.57
19.37
2.9%
1.5%
10.2%
(10.2%)
1.2%
(17.8%)
4.3%
14.4%
23.0%
36.8%
61.0%
(31.3%)
98.8%
96.2%
98.5%
88.9%
95.1%
67.1%
9.6x
10.7x
10.8x
15.1x
11.6x
9.5x
9.0x
9.8x
9.3x
12.2x
NA
8.4x
7.7%
8.4%
9.0%
26.3%
14.8%
8.8%
1.3%
(2.0%)
18.7%
18.0%
95.7%
90.7%
10.7x
11.2x
9.3x
9.7x
8.9%
12.5%
0.1%
(0.3%)
9.4%
(0.9%)
11.8%
(6.3%)
(24.5%)
0.9%
17.0%
14.3%
50.8%
NA
66.3%
(9.0%)
89.6%
90.6%
96.9%
92.5%
89.2%
83.5%
70.1%
9.8x
11.6x
13.0x
12.2x
15.5x
NM
NM
8.6x
9.7x
11.7x
10.6x
NM
NM
NM
2.4%
(1.2%)
19.7%
8.1%
12.1%
16.5%
5.0%
(0.3%)
(1.5%)
15.7%
23.4%
89.6%
87.5%
12.2x
12.4x
10.1x
10.1x
8.1%
8.9%
8.8%
(10.2%)
(5.6%)
4.3%
10.6%
14.0%
5.6%
(31.3%)
31.5%
(4.5%)
96.5%
80.6%
72.1%
99.3%
93.1%
8.9x
12.4x
5.3x
8.1x
5.3x
13.6x
10.5x
6.2x
6.1x
5.4x
6.7%
16.6%
(2.6%)
11.2%
0.7%
4.3%
1.6%
5.6%
3.1%
93.1%
88.3%
8.1x
8.0x
6.2x
8.3x
6.7%
6.5%
2.4%
(3.0%)
(2.0%)
0.6%
(2.9%)
12.9%
20.9%
4.0%
6.0%
16.2%
0.3%
5.1%
25.9%
76.2%
94.9%
92.2%
92.4%
94.2%
94.0%
95.8%
91.8%
12.0x
20.0x
10.8x
10.9x
8.9x
8.3x
11.3x
10.2x
17.1x
9.7x
10.4x
8.3x
7.8x
9.2x
12.9%
17.5%
8.3%
18.3%
11.3%
2.6%
23.4%
0.6%
4.1%
6.0%
19.1%
94.0%
93.6%
10.9x
11.7x
9.7x
10.4x
12.9%
13.5%
Building & Construction Products
CRH plc
Wolseley plc
Watsco Inc.
Beacon Roofing Supply, Inc.
Boise Cascade Company
Builders FirstSource, Inc.
Bluelinx Holdings Inc.
Median
Mean
$19,351
14,142
3,156
2,041
1,553
753
563
$21.04
46.64
82.12
36.81
30.82
5.47
2.44
Consumer & Food Service
Sysco Corporation
United Natural Foods, Inc.
Nash Finch Co.
Core-Mark Holding Company, Inc.
Spartan Stores Inc.
Median
Mean
$22,930
2,602
609
683
541
$34.38
49.40
19.34
51.57
17.44
Industrial, MRO & Safety
W.W. Grainger, Inc.
Fastenal Company
Airgas, Inc.
MSC Industrial Direct Co. Inc.
Applied Industrial Technologies, Inc.
United Stationers Inc.
DXP Enterprises, Inc.
Median
Mean
$15,671
14,512
9,571
5,001
1,790
2,014
1,226
$222.01
49.19
95.95
82.83
42.95
37.63
70.60
3
Specialty Distribution
Public Comparables & Trading Valuations
Key Trading
Stats
Specialty Distribution Public Comparables
As of April 5, 2013
($ in millions, except
per share amounts)
LTM Margins
EBITDA
Gross
TEV
Current
Price
Stock Performance
1-Month
1-Year
Change
Change
% of
LTM High
2.9%
(6.0%)
1.5%
(1.2%)
2.7%
(0.1%)
4.7%
23.4%
1.5%
23.0%
18.9%
5.8%
17.2%
57.8%
95.8%
89.9%
97.4%
96.4%
96.3%
99.8%
95.7%
9.3x
6.6x
11.4x
10.6x
8.6x
0.0x
17.1x
7.9x
6.4x
10.8x
9.7x
8.0x
NA
15.3x
4.5%
2.2%
11.0%
4.0%
3.5%
2.7%
32.2%
1.5%
0.6%
18.9%
21.1%
96.3%
95.9%
9.3x
9.1x
8.8x
9.7x
4.0%
8.6%
(8.0%)
(4.5%)
2.3%
(13.9%)
(5.9%)
(9.4%)
(5.2%)
(5.3%)
(1.3%)
(17.5%)
(15.9%)
(27.4%)
90.9%
89.8%
93.6%
81.7%
85.2%
74.8%
6.1x
6.3x
5.8x
5.1x
5.0x
6.7x
5.8x
6.3x
5.0x
4.7x
5.1x
6.1x
14.7%
11.6%
8.6%
4.7%
9.0%
16.4%
(7.0%)
(6.6%)
(10.6%)
(12.1%)
87.5%
86.0%
6.0x
5.8x
5.4x
5.5x
10.3%
10.8%
4.2%
(4.4%)
(3.4%)
12.9%
3.9%
7.1%
(3.3%)
(11.0%)
92.6%
90.4%
95.3%
98.1%
8.7x
13.2x
8.3x
9.2x
7.7x
8.6x
7.3x
8.5x
6.0%
12.5%
9.4%
15.5%
0.4%
2.3%
0.3%
(0.8%)
93.9%
94.1%
8.9x
9.9x
8.1x
8.0x
10.9%
10.8%
TEV/EBITDA
2013 LTM 2013E
Revenue
Growth
3-Yr. CAGR
Healthcare
McKesson Corporation
Cardinal Health, Inc.
Henry Schein, Inc.
Patterson Companies, Inc.
Owens & Minor Inc.
PSS World Medical Inc.
MWI Veterinary Supply, Inc.
Median
Mean
2.3%
2.2%
8.5%
11.0%
2.8%
7.8%
4.6%
5.5%
4.5%
28.0%
32.7%
10.4%
32.5%
12.9%
4.6%
5.6%
12.9%
18.1%
3.7%
4.4%
1.5%
1.4%
2.6%
3.8%
11.8%
13.4%
5.4%
5.2%
6.3%
9.9%
3.2%
2.9%
8.1%
8.7%
6.2%
5.5%
6.0%
8.1%
24.6%
20.2%
22.5%
22.1%
6.1%
6.4%
22.3%
22.4%
$26,633
15,112
8,771
4,218
2,134
1,456
1,733
$106.83
42.45
90.44
36.86
31.84
28.92
131.34
Technology
Avnet, Inc.
Arrow Electronics, Inc.
Ingram Micro Inc.
Tech Data Corp.
SYNNEX Corp.
ScanSource, Inc.
Median
Mean
$5,771
5,655
3,260
1,824
1,360
747
$33.49
38.65
18.92
44.96
35.11
26.97
Electrical
Rexel SA
WESCO International Inc.
Anixter International Inc.
Houston Wire & Cable Company
Median
Mean
$9,384
4,796
3,119
294
$22.01
70.49
68.51
13.15
Trailing Twelve Months Stock Price Performance
Stock Prices
As of April 5, 2013
30%
Building and Construction
Consumer & Food Service
20%
Healthcare
10%
S&P 500
0%
(10%)
Automotive & Heavy Duty Aftermarket
Electrical
Industrial, MRO, & Safety
(20%)
Technology
(30%)
4
Specialty Distribution
Notable M&A Activity
Announced
M&A
Transactions
March 1, 2013 through
April 5, 2013
Notable Recent Transactions
Private Equity
Date
Target
Description
Acquirer
Involvement
Pending
American Builders & Contractors Supply Co., Inc.
Wholesale distributor of exterior building products in the U.S.
Diane M. Hendricks
Pending
AmerisourceBergen Canada Corporation
Distributor of pharmaceuticals to pharmacies, clinics, and hospitals.
Kohl & Frisch Limited
Pending
Barnes Group Inc., North American Distribution Business
Distributor of MRO supplies and logistics support in North America.
MSC Industrial Direct Co. Inc.
Pending
Bergen Industrial Supply Co., Inc.
Distributor of stainless and carbon steel pipes, valves, fittings, and steam systems.
F.W. Webb Company
Pending
CertainTeed Corporation, Pipe and Foundation Group
Manufacturer and distributor of PVC pipe and fittings.
North American Pipe Corporation
Pending
Clark Office Supply, Inc.
Distributor of new and used office furniture and office products.
OfficePro Inc.
Pending
Exego Group Pty Ltd
Reseller and supplier of automotive parts and accessories in Australia.
Genuine Parts Company
Pending
Lubrication Services, L.L.C.
Distributor of lubricants and specialty chemicals to natural gas pipelines.
Brenntag AG
Pending
Merwin-Stoltz Company
Distributor of industrial abrasives, cutting tools, and machine tools.
DGI Supply Inc.
 (Seller)
Pending
Regional Tire Distributors Inc.
Distributor of tires in Ontario with five distribution facilities.
Trican Tire Distributors (a subsidiary of
American Tire Distributors)
Pending
RTI Technology China and Eastele Technology and DSP
Solutions
Distributor of wireless, optical, telecom, data communications, and industrial parts.
Avnet Electronics Marketing Asia
Pending
Supercom Canada Ltd.
Distributor of computer hardware and consumer electronic products.
Synnex Canada Limited
Pending
Wausau Paper Corp., Specialty Paper Business
Manufacturer and seller of paper products.
KPS Capital Partners
04/02/13
Pro-Lab Laboratuar Teknolojileri Ltd.Sti
Distributor of laboratory chemicals and consumables.
VWR International LLC
03/29/13
Strategic Equipment and Supply Corporation
Distributor and supplier of food service equipment.
TriMark USA, Inc.
03/25/13
Bristol County Electrical Supply
Distributor of electrical and lighting supplies.
Needham Electric Supply Corporation
03/25/13
Lee Wholesale Supply, Inc.
Distributor of roofing, windows, siding, and doors in Michigan.
ABC Supply Co. Inc.
03/18/13
AssuraMed Holding, Inc.
Distributor of wholesale medical supplies for chronic disease patients in the U.S.
Cardinal Health, Inc.
03/13/13
Interlube Systems Limited
Distributor of products for heavy-duty production lines.
Timken Co.
03/12/13
Team Express Distributing, LLC
Distributor of sporting goods, equipment, footwear, and apparel.
Mark Marney & Investor Group
03/12/13
Village Tea Company Distribution Inc.
Distributor of packaged and premium loose leaf tea.
Total Apparel Group, Inc.
03/05/13
Royal Pet Supplies
Distributor of wholesale pet products in the eastern U.S.
Phillips Feed & Supply
03/04/13
Easton Communications
Provider of voice, data, and Internet protocol (IP) unified communication solutions.
SENSUS Communication Solutions Inc.
03/04/13
Labor Import Ltda.
Supplier and distributor of medical and healthcare supplies to redistributors.
Bunzl plc
03/04/13
Lake Electric Supply
Distributor of electrical supplies.
Crescent Electric Supply Company
03/04/13
Phönix Armaturen-Werke Bregel GmbH
Manufacturer and distributor of specialty valves.
Curtiss-Wright Corporation
03/04/13
Prime Electro Products Inc.
Distributor of components including electro-mechanical products.
SMD Inc.
03/01/13
AMKO Service Company
Provider of oil and gas equipment (former subsidiary of Praxair Inc).
FIBA Technologies, Inc.
03/01/13
Daimler Buses North America Ltd., Orion Parts Business
Distributor of aftermarket parts for heavy-duty transit buses.
New Flyer Industries Canada ULC
03/01/13
NuCO2 Florida Inc.
Distributor of beverage grade carbon dioxide to the food service industry.
Praxair Inc.
03/01/13
The Moltan Company, L.P.
Distributor of absorbent products made from natural earthen minerals.
EP Minerals, LLC
Deals by Investment Type (‘08 – YTD ‘13)
Other
14%
Private Equity
Growth Inv.
6%
Buyout/LBO
48%
Secondary
Buyout
6%
Add-On
Acquistion
22%
Source: PitchBook.

 (Buyer Parent)
 (Seller)
 (Buyer Parent)
 (Seller)
Top Private Equity Investors (‘08 – YTD ‘13)
Firm
Recap
4%
 (Buyer Parent)
# of Investments
Clayton Dubilier & Rice
10
BlackEagle Partners
8
CI Capital Partners
8
Investcorp
8
Audax Group
7
Building Industry Partners
6
AEA Investors
6
Water Street Healthcare Partners
6
Kohlberg Kravis Roberts
6
The Blackstone Group
5
Wellspring Capital Management
5
5
Economic Update
A Snapshot
of Key
Economic
Indicators
PMI Index1
ISM New Orders Index2
62
51.3
75
70
51.4
65
56
60
As of April 2013
55
50
50
45
44
40
35
38
30
25
32
(1) A PMI Index figure greater than 50 indicates expansion.
(2) An ISM Index figure greater than 50 indicates expansion.
Industry Production Index3
U.S. Manufacturing Capacity Utilization4
100%
75
70
52.2
90%
65
78.3%
60
80%
55
50
70%
45
40
60%
35
30
50%
25
(3) A Production Index figure greater than 50 indicates expansion.
(4) Manuf. Capacity Utilization for January 2013. March release on April 16.
Durable Goods New Orders7
Manufacturing Inventories & Backlog5,6
($ in billions)
70
51.0
60
$232.1
$250
$225
50
$200
40
$175
$150
30
49.5
$125
20
Mar-08
Mar-09
Mar-10
Inventories
Mar-11
Mar-12
Mar-13
$100
Backlog of Orders
(5) A Manufacturing Inventory Index figure greater than 50 indicates expansion.
(6) A Backlog Index figure greater than 50 indicates expansion.
(7) Durable Goods New Orders for February 2013. March release on April 24.
6
HW&Co. Representative Transactions
and
portfolio companies of
portfolio companies of
has been acquired by
have completed
a merger with
a portfolio company of
a portfolio company of
has been acquired by
has been acquired by
a portfolio company of
and
a portfolio company of
a portfolio company of
a portfolio company of
has been acquired by an
has been acquired by
has been acquired by
Pine Environmental
Services, Inc.
a portfolio company of
has been acquired by
UNDISCLOSED
BUYER
a portfolio company of
a portfolio company of
a portfolio company of
a portfolio company of
has been acquired by
has been acquired by
has been acquired by
has been acquired by
a portfolio company of
a portfolio company of
a portfolio company of
a portfolio company of
has been acquired b y
has been acquired by
has been acquired by
has been acquired by
&
7
Specialty Distribution
1001 Haxall Point
9th Floor
Richmond, VA 23219
USA
Phone: +1 (804) 648-0072
Fax: +1 (804) 648-0073
Sources:
• Industrial Distribution
• The Electrical Distributor Magazine
• Modern Distribution Management
• The Wall Street Journal
Two International Place
24th Floor
Boston, MA 02110
USA
Phone: +1 (617) 482-7501
Fax: +1 (617) 482-7503
• Federal Reserve
• PNC Economic Outlook
• S&P Capital IQ
• Thomson Financial – SDC Database
• United States Census Bureau
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Harris Williams & Co. (www.harriswilliams.com) is a preeminent middle market investment bank focused on the advisory needs
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