TM Capital Building Products Report Industry Spotlight
Transcription
TM Capital Building Products Report Industry Spotlight
TM Capital Building Products Report Building Momentum in 2015 and Beyond Industry Spotlight w w w. t m c a p ital.c o m Case Study: Financial Sponsor Investment The Jordan Company Acquires DiversiTech Corporation has been acquired by The undersigned served as financial advisor to DiversiTech Corporation in connection with this transaction. $ Q 0 $ , Q W H U Q D W L R Q D O , Q F ) L U P In May 2015, The Jordan Company (“Jordan”) acquired DiversiTech Corporation (“DiversiTech”). Based in Duluth, GA, DiversiTech is North America’s leading manufacturer and distributor of HVACR equipment pads and offers an extensive, proprietary portfolio of condensate management equipment, HVACR maintenance chemicals and electrical accessories. DiversiTech leverages its breadth of offerings, extraordinary product innovation capabilities and market leadership to position itself as a “one-stopsource” for HVACR distributors nationwide. DiversiTech’s attractive and highly defensible profile coupled “As with tailwinds garnered thefavorable U.S. housing industry market continues its recovery, we believe now is the ideal time to position Builders FirstSource for its next phase of significant interest from a large pool of leading middle growth and value creation. Together we will establish a broader, more market private equity of firms. TM Capital served as efficient platform manufacturing and distribution capabilities, supported by high-quality service from the best talent in the industry.” exclusive financial advisor to DiversiTech. – Floyd Sherman, Chief Executive Officer of Builders FirstSource Moving forward, Jordan plans to aggressively grow DiversiTech via acquisitions and organic investments. This is yet another example of financial sponsors actively pursuing opportunities in the building products sector to take advantage of what is expected to be an extended period of favorable industry trends. “We will continue to invest in the Company and aggressively execute on a highly targeted acquisition and organic growth strategy. This is a great business with a wealth of opportunities ahead.” – David Butler, Senior Partner of The Jordan Company www.tmcapital.com Sanabe Team Joins TM Capital to Expand Industrial Practice TM Capital is pleased to announce the expansion of our Industrial practice with the addition of Sanabe & Associates, LLC, a boutique investment bank focused on the Building Products, Paper and Packaging and Renewable Energy industries. Together, TM Capital and Sanabe have completed over 125 mergers, acquisitions and financings in the Industrial space with a total value in excess of $12 billion. Sanabe founder Jonathan Mishkin and his team have earned a distinguished reputation for industry expertise, transactional acumen and client service, having represented such notable companies as Ainsworth Lumber Co. Ltd., Catalyst Paper Corporation, EACOM Timber Corporation, Finch, Pruyn & Company, Inc., Huttig Building Products Inc., Interfor Corporation, Kruger Inc., Longview Fibre Company, NewPage Corporation and WestRock Company. Jonathan Mishkin Daniel Zwelling Oxana Kunets Managing Director Managing Director Associate (212) 809-1413 (617) 259-2205 (212) 809-1431 jmishkin@tmcapital.com dzwelling@tmcapital.com okunets@tmcapital.com “The Sanabe team adds complementary expertise to our Industrial practice, deepening our capabilities in key sectors which are currently booming in the middle market,” said Jim Grien, President and CEO of TM Capital. “We are pleased to be joining forces with a team of industry leaders whose business practices mirror our own and whose marketplace reach will enable us to enhance our services to clients.” TM Capital’s Industrial Team W. Gregory Robertson Paul R. Smolevitz Michael S. Goldman Managing Director Managing Director Managing Director (212) 809-1410 (212) 809-1416 (212) 809-1419 grobertson@tmcapital.com psmolevitz@tmcapital.com mgoldman@tmcapital.com www.tmcapital.com Jerome S. Romano Andy B. Krna Managing Director Vice President (617) 259-2206 (212) 809-1442 jromano@tmcapital.com akrna@tmcapital.com Building Products Industry Spotlight Introduction Still on the First Floor The Building Products industry is on a path of long-term sustainable growth supported by strong fundamentals across both the residential and commercial building sectors. During 2014 and through the first half of 2015, major indicators such as construction spending, home building, household formation and architectural billings have all pointed towards a sustained, long-term recovery. In spite of these improving trends, however, the overall growth has been delayed and slower than previously discussed in TM Capital’s June 2014 Building Products Industry Spotlight. This updated Industry Spotlight provides further analysis and commentary encompassing these key industry drivers, examines the current shortfall of housing starts in relation to household formations, discusses the impact of credit requirements and interest rates on the industry and evaluates the implications of these trends on the overall recovery, growth and investment activity throughout the sector. As the strong tailwinds in the residential and non-residential construction markets continue, both strategic and financial investors remain highly acquisitive in the Building Products sector. M&A activity within the United States and Canada in 2014 increased by 19.5% compared to 2013, with over 130 closed transactions. We anticipate that deal activity will remain strong throughout 2015 (albeit below 2014 levels) and into the coming years. recovery, albeit at a more moderate 1.0% growth rate over 2013. Although private residential construction spending has continued to improve in 2014, it still remains below the 2008 level of $350 billion, see Figure 1. Within the overall spending figures, multifamily spending increased 32.7% over 2013 which is reflective of changing demographic patterns that favor urban cores. Single-family investment continued to moderately increase by 13.4%. We expect improvement spending to accelerate as wage growth improves and access to home equity credit lines expands within the broader economic recovery. Despite more moderate spending growth in 2014, the upward trend in construction spending since 2010 remains robust with a 6.6% compound annual growth rate (“CAGR”) over that period. Additionally, the outlook for 2015 continues to show improvement. Compared to the slow spending that the U.S. experienced at the beginning of 2014, mainly the result of prolonged poor weather across the country, the first half of 2015 inspires confidence. In June 2015, the National Association of Home Builders (“NAHB”) / Wells Fargo Housing Strong Macroeconomic Indicators Residential Construction Spending Back to 2008 Levels with Further Headroom – In 2014, U.S. residential construction spending continued its Figure 1: U.S. Private Residential Construction Spending in billions) ($ in($billions) $400 $350.3 $300 $245.9 $238.8 $244.1 2009 2010 2011 $280.6 $335.4 $338.7 2013 2014 $200 $100 — 2008 Source: U.S. Census Bureau www.tmcapital.com -1- 2012 Building Products Industry Spotlight Strong Macroeconomic Indicators Market Index, an index measuring builder confidence in the market for newly built, single-family homes, rose to a yearly high, representing a bullish outlook for the single-family housing construction market. “Builders are reporting more serious and committed buyers at their job sites and this is reflected in recent government data showing that new-home sales and single-family construction are gaining momentum,” said NAHB Chairman Tom Woods. adjusted annual rate of 1.275 million, the highest level since 2007. This uptick demonstrates continued builder confidence in the market and an optimism that consumers are returning to the housing market. Although the magical one million mark has finally been achieved, the market remains well below the long term average of 1.4 million starts. Following the Great Recession, household formation dropped sharply and has generally remained below its historical average. The low rate of household formation among American millennials has been a key driver. Reflecting the burden of higher student loans and stagnant wages, many American millennials have preferred to live at their parents’ homes. Late 2014 brought some evidence of gathering strength in the level of household formation. The rate of housing starts per household formed also remained below its average for most of the post-recession period, although it has recently returned to its normal level, see Figure 3. From 1981 to 2007, there were approximately 1.17 housing starts per new household formed, but this metric fell to 0.90 for the 2008-2014 period. We see the housing market poised for growth from a sustained recovery in household formation and pent up demand created by the low level of starts/formation in recent years. Figure 2: U.S. Housing Starts Housing Starts (Thousands) 2,500 2,000 1,500 1,000 500 — 1980 1985 1990 Overall 1995 2000 2005 2010 2015 Single-family Source: U.S. Census Bureau Housing Starts & Household Formation Are Accelerating But Still Have a Very Long Runway – Housing starts are a direct driver of demand for Building Products within the residential construction sector. In 2014, overall annual housing starts surpassed the one million mark for the first time since 2007, see Figure 2. Despite this short-term growth, there remains significant headway for continued growth, with housing starts still well below the 35-year historical average of 1.4 million per year. The NAHB predicts that U.S. housing starts will continue to recover, reaching approximately 1.3 million in 2016. The first half of 2015 has also shown an uptick in permit issuance, rising 11.8% to a seasonally In spite of the overall growth of housing starts, singlefamily construction has been slower to rebound. Singlefamily housing starts, despite showing signs of life in July 2015 by growing 14.2% above the prior month to a seasonally adjusted annual rate of 782,000, remain 54.4% below the 2005 peak. Strengthening homebuilder confidence and the growing number of first-time homebuyers entering the market are positive trends that should support continued single-family growth. Household Formations (Thousands) 4,000 3,500 3,000 2,500 2,000 1,500 1,000 500 — 1981 1984 1987 1990 Household Formations 1993 1996 2002 Average Starts per Formation Source: U.S. Census Bureau www.tmcapital.com 1999 -2- 2005 2008 2011 2014 Overall Starts per Formation 4.5 4.0 3.5 3.0 2.5 2.0 1.5 1.0 0.5 — Starts Per Household Formation Figure 3: U.S. Household Formations and Housing Starts per Household Formation Building Products Industry Spotlight Strong Macroeconomic Indicators Figure 4: U.S. Homeownership Rate (Quarterly, Seasonally Adjusted) 70.0% 69.0% 68.0% 67.0% 66.0% 65.0% 64.0% 63.0% 62.0% 61.0% 60.0% Source: Federal Reserve Bank of St. Louis Homeownership Levels Still Awaiting Rebound – One fundamental indicator for the Building Products industry has yet to show recovery. The U.S. Homeownership rate was at 63.8% as of January 2015, lower than any period since October 1988, see Figure 4. U.S. homeownership has been in a decline since reaching a peak of 69.4% in April 2004. Although the improving overall economy should bolster homeownership rates, rising home prices, a continued challenging mortgage environment, a limited supply of lower-end properties and a recent explosion in student loans have made affordability difficult for new, entrylevel home buyers. Should the homeownership rate begin to improve to historical norms over the coming quarters and years, TM Capital would expect to see accelerating growth in the Building Products industry resulting from both new construction and remodeling of existing homes. Figure 5. Additionally, amongst 25- to 34-year-old renters with student loans, the average balance of loans outstanding has increased dramatically, growing to $30,700 in 2013, an increase of 50% from 2004 levels, due to the ever increasing costs associated with a college education. Further demonstrating the constraining nature of these loans is the percentage of people ages 27 to 30 with home-secured debt, see Figure 6. Since 2012, a larger percentage of 27- to 30-year-olds that are unburdened by student loans have purchased a home than those with outstanding student loans. Historically, this has not been the case, as those with student loans have typically represented college educated individuals with higher earning power and an enhanced ability to take on mortgage debt. As the volume of student loans outpace growth in discretionary income, the younger generation of potential homeowners has become hamstrung by personal debt levels, discouraging and disqualifying many from making a big ticket housing purchase. Student loan debt in particular remains an impediment to a more comprehensive homeownership recovery. From 2004 to 2014, the total volume of student loans outstanding has more than tripled, growing from $346 million to almost $1.2 billion over that period, see As the Great Recession fades further into the background, median household income, while having slowly increased since the trough in 2010, remains Figure 5: U.S. Student Loans Outstanding Figure 6: % of 27–30 Year Olds with Home-Secured Debt ($ in thousands) $1,400 35.0% $1,200 30.0% $1,000 25.0% $800 20.0% $600 15.0% $400 10.0% $200 5.0% — 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 — 2014 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 Have Student Loans Source: Federal Reserve Bank of New York Consumer Credit Panel / Equifax www.tmcapital.com No Student Loans Source: Federal Reserve Bank of New York Consumer Credit Panel / Equifax -3- Building Products Industry Spotlight Strong Macroeconomic Indicators Figure 7: U.S. Median Household Income Figure 8: Consumer Confidence Index ($thousands) in thousands) ($ in $80.0 125 $75.0 100 $70.0 75 $65.0 50 $60.0 25 $55.0 — 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 $50.0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 2010 2011 2012 2013 2014 Source: U.S. Census Bureau Source: U.S. Census Bureau well below historical levels and continues to act as a headwind for a robust housing recovery, see Figure 7. Following the housing crisis, which saw home prices decline to unprecedented lows in the modern era, home prices continue to climb back towards pre-recession levels, as illustrated by The Schiller U.S. National Home Price Index (“Schiller Index”). The Schiller Index tracks the change in value of the U.S. residential housing market. This appreciation of home equity and consequent generation of wealth is restoring consumer confidence, see Figure 8, and spurring increased levels of discretionary spending, including on big ticket purchases such as home repairs and home purchases. face. Although this remains well below the long-term average of approximately 40%, it has the potential to greatly impact the housing and Building Products markets over the coming years. Following nearly a decade of stagnant purchasing by young adults and millennials, many of whom have defaulted to living with their parents or renting, the strengthening economy combined with lower unemployment and improved wages are enabling younger adults to save for down payments. Remodeling and Repair Spending Is Necessary Support to an Aging Housing Stock – The Leading Indicator of Remodeling Activity (“LIRA”), recorded by the Joint Center for Housing Studies at Harvard University (“JCHS”), measured as the annual rateof-change of its components, provides a short-term outlook of homeowner remodeling activity and is intended to help identify future turning points in the business cycle of the home improvement industry, see Figure 9. The LIRA model utilizes eight different economic indicators to estimate near-term changes in the market: (i) remodeling market index-future expectations, (ii) pending home sales index, (iii) 30year treasury bonds yield, (iv) single-family housing starts, (v) retail sales at building materials and supplies In 2015, we have already begun to see more new homeowners enter the market. According to the Research Division of the National Association of Realtors, in May 2015, first-time homebuyers represented 32% of existing home sales, compared to 27% in May 2014, matching the highest level since September 2012. June and July saw first-time homebuyers decline to 30% and 28%, respectively, likely due to recent volatility in the stock markets and the continued challenges of flat wage growth and rising rents that young, potential homebuyers Figure 9: Leading Indicator of Remodeling Activity (Year-over-Year Change) ($ in billions) $160.0 $140.0 $120.0 $100.0 $80.0 $60.0 $40.0 $20.0 - 20.0% 15.0% 10.0% 5.0% — (5.0%) (10.0%) (15.0%) (20.0%) LTM Home Improvement Activity Source: Joint Center for Housing Studies at Harvard University www.tmcapital.com -4- Y-O-Y Change Building Products Industry Spotlight Strong Macroeconomic Indicators Figure 10: U.S. Private Residential Fixed Investment as a % of GDP 8.0% Average: 4.7% 6.0% 4.0% 2.0% 65-year low: 2.2% — 1948 1954 1960 1966 1972 1978 1984 1990 1996 2002 2008 2014 Source: Federal Reserve Economic Data dealers, (vi) manufacturers’ shipments of construction materials, wood products and household appliances, (vii) number of employees of residential remodelers and (viii) purchasing managers’ index. Home sales have a significant correlation with remodeling spending. An existing homeowner is most likely to make improvements to a home prior to placing the home on the market in an attempt to drive interest Figure 11: U.S. Owner-occupied Housing Stock Age 1- 5 Years 1.8% 6 - 10 Years 5.9% 11 - 15 Years 6.9% 16 - 20 Years 6.8% 21 - 25 Years 5.4% 31 Years or Older 66.6% 26 - 30 Years 6.7% Source: U.S. Census Bureau – American Housing Survey 2013 Figure 12: U.S. Private Non-Residential Construction Spending ($ in billions) Private Residential Fixed Investment Appears to be in a Sustained Recovery – Private residential fixed investment (“fixed investment”) includes amounts spent on the construction of new single-family and multi-family homes, manufactured housing (or mobile homes) and home improvements. This metric is a key macro indicator for gauging the health of the housing market, with higher figures signaling a more robust environment. Fixed investment was 3.2% of GDP $500 $400 $409.4 $344.1 $300 $263.3 $257.8 2010 2011 $301.4 $312.3 2012 2013 $347.7 $200 $100 — 2008 2009 2014 Source: U.S. Census Bureau www.tmcapital.com and maximize value. New homeowners are most likely to make substantial changes immediately after purchase as they personalize their homes to best meet their needs. According to the National Association of Realtors, existing home sales are expected to increase by 7.4% in 2015. These increased home sales, combined with rising home equity and favorable interest rates, will likely spur remodeling activity and drive retail sales of Building Products. Bob Hull, CFO of Lowe’s Companies, Inc., echoed this sentiment in his message during Lowe’s Analyst & Investor Conference, “Rising home values and lower debt levels are expected to continue to contribute to overall household wealth and should fuel home improvement spending as customers will be more willing and able to take on discretionary projects. All that said, there’s been positive momentum in housing turnover lately. Existing home sales in single-family starts will begin to expand at a more sustainable pace driving home improvement demand.” Further, as the housing stock in the U.S. continues to age (as of 2013, twothirds of the housing stock was over 31 years old, with a median age of U.S. owner-occupied housing stock of 40 years old), homes will require additional upkeep and maintenance, presenting a tremendous opportunity for remodeling and replacement activity in the years ahead – a significant growth opportunity for the Building Products industry, see Figure 11. -5- Building Products Industry Spotlight Strong Macroeconomic Indicators in 2014, up from a 65-year low of 2.2% in 2011, see Figure 10. However, fixed investment remains well below the historical average of 4.7% of GDP, another indication that the housing market is still in the early stages of a full recovery. Non-Residential Construction Continues Upward March to Pre-Recession Levels – Throughout 2014 and thus far in 2015, private non-residential (commercial, industrial, manufacturing, warehouse, hotels, offices, retail) construction spending has continued to show signs of recovery, but still remains well below historical peaks, see Figure 12. After a slow start in 2014, primarily the result of weather-related delays, the second half of 2014 improved dramatically to end the year at greater than forecasted spending levels. In 2014, total U.S. private commercial construction spending reached $60.8 billion, up from $50.9 billion in 2013, representing 19.3% growth. Growth in 2014 was led by multi-retail (department stores, shopping malls and town centers) and warehouse (commercial, storage and distribution warehouses) construction. The American Institute of Architects (“AIA”), forecasts that non-residential construction spending will grow 7.7% and 8.2% in 2015 and 2016, respectively. This growth will be driven by the commercial and industrial construction sectors, as it was in 2014; however, institutional (educational, healthcare, public buildings, amusement & recreational, transportation, religious) activity is expected to return to positive growth. According to AIA Chief Economist, Kermit Baker, PhD, Hon., “This is the first time since the Great Recession that every major building category is projected to see increases in spending. But by far, the most significant driver that will fuel greater expansion in the marketplace is the revival in the institutional sector, especially with growing demand for new healthcare and education facilities, which alone traditionally account for a third of spending on new building construction.” The AIA also publishes the Architecture Billing Index (“ABI”), which serves as a proxy for non-residential construction activity. The ABI scores are released every month, and a score above 50 indicates growth, whereas scores below 50 indicate contraction. Architectural billings typically lead construction spending by approximately nine to twelve months. Since January 2013, there have only been five months of contraction, versus 24 months of growth, a positive indicator for the overall trajectory of billings. In May 2015, the ABI returned to positive levels, up to 51.9 compared to 48.8 in April, led by growing demand for new schools, hospitals, cultural facilities and municipal buildings, see Figure 13. Aging Commercial Building Stock Will Need Sustained Reinvestment for Modernization – In March 2015, the U.S. Energy Information Administration released the results from its 2012 Commercial Buildings Energy Consumption Survey (“CBECS”). The CBECS classifies commercial buildings as buildings over 1,000 square feet that devote more than half of their floor space to activities that are not residential, manufacturing, industrial or agricultural. Since 1979, the number of commercial buildings in the U.S. has increased from 3.8 million to 5.6 million, with commercial floor space increasing Figure 13: Architecture Billing Index 60 55 50 45 40 Source: The American Institute of Architects www.tmcapital.com -6- May-15 Jan-15 Mar-15 Nov-14 Jul-14 Sep-14 May-14 Jan-14 Mar-14 Nov-13 Jul-13 Sep-13 May-13 Jan-13 Mar-13 Nov-12 Jul-12 Sep-12 May-12 Jan-12 Mar-12 Nov-11 Jul-11 Sep-11 May-11 Jan-11 Mar-11 Nov-10 Jul-10 Sep-10 May-10 Jan-10 Mar-10 Nov-09 Jul-09 Sep-09 May-09 Jan-09 Mar-09 Nov-08 Jul-08 Sep-08 May-08 Jan-08 30 Mar-08 35 Building Products Industry Spotlight Strong Macroeconomic Indicators Figure 14: Commercial Buildings by Year Constructed (% of total buildings and % of floor space) 18.0% 16.0% 16.5% 15.3% 14.0% 12.0% 11.5% 11.5% 11.9% 10.8% 10.0% 17.4% 15.2% 15.9% 15.8% 13.0% 12.3% 12.5% 8.5% 8.0% 5.5% 6.0% 6.6% 4.0% 2.0% — Before 1946 1946 to 1959 1960 to 1969 1970 to 1979 1980 to 1989 Year Constructed Percent of Total Buildings 1990 to 1999 2000 to 2007 2008 to 2012 Percent of Total Floorspace Source: U.S. Energy Information Administration, 2012 Commercial Buildings Energy Consumption Survey Credit Markets Are Supporting Continued Growth in Residential and Commercial Real Estate Investment from 51 billion square feet to 81 billion square feet. The U.S. building stock is “middle-aged”, with about half of all commercial buildings having been built before 1980, see Figure 14. Many of these older buildings will require renovation and retrofitting to improve energy efficiency, meet modern compliance codes and to maintain asset value. Older buildings are not only less efficient, but they also lack the amenities of more modern buildings, resulting in lower occupancy and rental rates. In order to compete with newer assets, these older buildings must be renovated through investment that will drive occupancy rates, rental rates and ultimately return on the investment made. www.tmcapital.com Complementing the positive fundamental economic environment supporting the housing market are several credit related tailwinds that are further fueling demand within the industry. After years of onerous credit requirements resulting in an unprecedented credit crunch, banks have started to loosen standards, as evidenced in the Mortgage Credit Availability Index (“MCAI”). The MCAI, which was benchmarked to 100 in March 2012, was 122.0 as of June 2015. -7- Building Products Industry Spotlight Strong Macroeconomic Indicators Figure 15: Housing Affordability Index 250 200 150 100 50 — 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Source: National Association of Realtors This loosening of credit standards coupled with improving income statistics is leading to a growing number of consumers who qualify for loans and mortgages for big ticket purchases, expanding the overall pool of eligible buyers. The National Association of Realtors’ Housing Affordability Index (“HAI”) tracks this by measuring whether or not a typical family earns enough to qualify for a mortgage loan on a typical home based on the most recent price and income data. An index value of 100 denotes that the median income is exactly sufficient to qualify for a mortgage on a median-priced home, with higher values representing superior levels of affordability. The HAI score for the month of May 2015 was at 159.0, see Figure 15. Notwithstanding these improvements the recovery of household formation remains sluggish. Mortgage rates are a key factor in determining the affordability of homes, with low rates increasing the ability of a consumer with a given income to purchase a higher-priced home. Mortgage rates have hovered around 50-year lows for the past five years, due in large part to near-zero interest rates maintained by the Federal Reserve. However, as the economy shows signs of continued recovery, the Federal Reserve is widely expected to raise interest rates in the second half of 2015. Mortgage rates are expected to follow suit, with Freddie Mac forecasting 30-Year Fixed Mortgage Rates to climb as high as 4.9% by 2016, compared to 4.0% today, see Figure 16. Even a spike in rates to 4.9% is still 1.6% below the historical, 25year average of 6.5%. Although the near-term spike in interest rates could lead to a slow-down of mortgage originations, TM Capital maintains a positive outlook on the industry, anticipating that strong housing market fundamentals and real income growth will outweigh this potential headwind. Much like the housing market, a recovery in the mortgage market is far from complete, and even with loosening credit standards, there remains significant room for mortgage expansion. The total value of mortgage loans outstanding, which peaked at $11,287 Figure 16: 30-Year U.S. Fixed Rate Mortgage Average 10.0% 8.0% 6.0% 4.0% 2.0% — 2000 2001 2002 2003 2004 2005 2006 2007 Source: Mortgage Bankers Association www.tmcapital.com -8- 2008 2009 2010 2011 2012 2013 2014 2015 Building Products Industry Spotlight Strong Macroeconomic Indicators Figure 17: Mortgage Loans Outstanding ($ in billions) 1Q 2008: $11,287 $11,500 1Q 2015: $9,867 $11,000 $10,500 $10,000 $9,500 $9,000 2007 2008 2009 2010 2011 2012 2013 2014 2015 Source: Bloomberg billion in the first quarter of 2008, was $9,867 billion at the end of the first quarter in 2015, a decline of $1,420 billion during the seven-year period, see Figure 17. While it may not be realistic to expect the levels seen during the peak of the housing boom, current numbers suggest a meaningful opportunity for growth moving forward, even with the threat of increased mortgage rates partially curtailing affordability. balance sheets continues to increase, reaching $1,670 billion in April 2015, and is almost back to 2008 levels, see Figure 18. During the Federal Reserve’s Open Market Committee meeting on June 17, it was noted that financing for commercial real estate remains broadly available. M&A Activity Low interest rates and robust economic conditions have also benefited commercial lending. The improving employment landscape has spurred demand for office space, and higher consumer spending has led to a boost in the need for larger warehouses and industrial buildings. Consequently, the overall volume of commercial and industrial loans outstanding has increased to all-time highs. Further, the aggregate value of commercial real estate loans on banks’ M&A Activity Drives Industry Consolidation – Both strategic and financial acquirers continue to take advantage of strong industry tailwinds and favorable macroeconomic trends. In 2014, the Building Products industry saw a resurgence of U.S. and Canada based M&A activity with 135 closed transactions, a 19.5% increase over 2013, see Figure 19. This remains well below the peak of 189 transactions in 2006. Despite a Figure 18: Commercial Real Estate Loans Outstanding ($ in billions) ($ in billions) $2,000 $1,600 $1,200 $800 $400 — 2004 2005 2006 2007 2008 2009 Source: U.S. Federal Reserve www.tmcapital.com -9- 2010 2011 2012 2013 2014 Building Products Industry Spotlight M&A Activity modest year-over-year decline in closed transactions through YTD August 2015, as the positive trends in the residential and non-residential construction markets continue, we expect to see deal activity within the Building Products industry continue to accelerate in the long term. Consolidation continues within the historically fragmented Building Products space. Large, mature strategic companies are seeking to make targeted acquisitions to fuel growth. These companies remain focused on acquiring businesses that will either expand their geographic footprint or enhance their product offerings and ultimately result in increased sales and market share. With the availability of credit in the current market environment, strategic buyers are able to take advantage of growth via acquisition in a more cost effective manner than through traditional organic growth initiatives. An example of this aggressive consolidation is US LBM Holdings, LLC (“US LBM”), a company formed in 2009 and backed by BlackEagle Partners, a middle market private equity firm. US LBM was formed with the intent of acquiring regional lumber and building materials distributors. Since 2010, US LBM has successfully completed over 20 acquisitions and has become one of the largest building materials distributors in the U.S., providing lumber, roof and floor trusses, siding and other building materials to custom homebuilders and professional remodelers, as well as multi-family and commercial contractors, across 21 states. It was recently announced that Kelso and Company recently announced that it had entered into a definitive agreement to purchase a majority of the equity interests in US LBM. Financial sponsors remain on the lookout for acquisitions of businesses that are supported by strong macroeconomic tailwinds. Private equity firms with significant dry powder are aggressively pursuing platform acquisitions in the Building Products space in order to establish a presence in the sector upon which to add tuck-in acquisitions. Figure 19: U.S. and Canada Based Building Products Transactions by Year 200 189 175 180 157 160 140 120 156 140 111 110 139 137 135 113 103 100 128 92 89 80 60 40 20 — 2000 2001 2002 2003 2004 2005 2006 2007 Source: Source: Capital IQ Capital IQ www.tmcapital.com - 10 - 2008 2009 2010 2011 2012 2013 2014 Building Products Industry Spotlight M&A Activity Strategic Consolidation – The following charts show a select group of Building Products consolidators that have been acquisitive within the sector over the past several years. Windows, Doors & Cabinetry Core Brand / Acquirer Acquired Brands / Companies (Year Acquired) Pending Pending 2014 2014 2015 2015 2015 2014 2015 2014 2012 2013 2013 2013 2010 2014 2013 2012 2012 2012 2011 Windows segment 2014 2013 2013 HVAC & Lighting Core Brand / Acquirer Acquired Brands / Companies (Year Acquired) Assets of Pending 2015 Refrigerant business and pharma propellants 2015 2014 2013 2013 2012 2013 2014 Pending www.tmcapital.com 2012 2012 Home & Life Solutions and Global AC Segment 2014 - 11 - 2011 2011 2011 2011 Building Products Industry Spotlight M&A Activity Plumbing & Hardware Core Brand / Acquirer Acquired Brands / Companies (Year Acquired) Assets of 2013 2012 2015 2012 2010 2015 2015 2014 2014 2014 2013 2014 2013 2012 2012 2013 2011 2010 2010 Surfaces Core Brand / Acquirer Acquired Brands / Companies (Year Acquired) 2014 2014 2014 2014 Ceramics SRL Division Pending 2013 2015 2014 2013 2013 2012 2013 2013 Assets of 2015 www.tmcapital.com 2014 2014 - 12 - 2014 2012 2011 Building Products Industry Spotlight M&A Activity Distributors Core Brand / Acquirer Acquired Brands / Companies (Year Acquired) Windows, doors and siding segment 2015 2015 2015 2015 2015 2014 2014 Pending 2012 2013 2014 2015 2012 2013 2014 2014 2012 2012 2012 Assets of 2015 2015 2014 Pending 2015 2015 2015 2014 2014 2015 2014 2015 2011 2014 2011 2014 2013 2015 2015 2013 2013 2011 2015 2013 2014 2014 - 13 - 2011 Alley Roofing Lewis Shingle Supply Co. Co. 2014 2015 2014 2013 2014 2014 2015 2014 2011 2014 2014 2014 2013 2015 2014 2014 www.tmcapital.com 2014 Building Products Industry Spotlight M&A Activity M&A Activity by Financial Sponsors – Financial sponsors continue to target the Building Products market to deploy capital in order to take advantage of the industry’s strong growth dynamics. The charts below highlight investments and exits since January 2014 involving private equity firms and U.S.-based Building Products companies. ($ in millions) ($ in millions) Date Closed Date Closed 8/3/2015 8/3/2015 Acquisitions of North American Building Products Companies by Private Equity Firms (2014 - Present) Acquisitions of North American Building Products Companies by Private Equity Firms (2014 - Present) Target Target MGM Industries, Inc. MGM Industries, Inc. Acquiror Acquiror Custom Window Systems, Inc. Custom Window Systems, Inc. (Nautic Partners, LLC) (Nautic Partners, LLC) Target Description Target Description Manufacturer of custom PVC vinyl window and door products for Manufacturer of custom PVC vinyl window and door products for homeowners, builders and remodelers homeowners, builders and remodelers 7/31/2015 7/31/2015 ProBuild Holdings, Inc. ProBuild Holdings, Inc. (Devonshire Investors) (Devonshire Investors) Manufacturer and distributor of lumber and building materials to Manufacturer and distributor of lumber and building materials to professional builders, contractors and project-oriented consumers professional builders, contractors and project-oriented consumers 7/14/2015 7/14/2015 Better Life Technology, LLC Better Life Technology, LLC Builders FirstSource, Inc. Builders FirstSource, Inc. (JLL Partners, Inc. and Warburg (JLL Partners, Inc. and Warburg Pincus LLC) Pincus LLC) Century Park Capital Partners Century Park Capital Partners 7/10/2015 7/10/2015 Cali Bamboo Cali Bamboo High Road Capital Partners High Road Capital Partners Manufacturer of bamboo based, green building products including Manufacturer of bamboo based, green building products including bamboo fencing, flooring, decking, paneling and other accessories bamboo fencing, flooring, decking, paneling and other accessories Artissimo Designs Inc. Artissimo Designs Inc. (Huron Capital Partners) (Huron Capital Partners) Excelsior Capital Partners Excelsior Capital Partners Designer, manufacturer and marketer of wall décor based on Designer, manufacturer and marketer of wall décor based on purchased or licensed imagery purchased or licensed imagery 6/30/2015 6/30/2015 Advanced Flooring & Design Advanced Flooring & Design Interior Specialists Interior Specialists (Littlejohn & Company) (Littlejohn & Company) 6/29/2015 6/29/2015 Northwest Carpets Northwest Carpets Lexmark Carpet Mills Lexmark Carpet Mills (H.I.G. Capital, LLC) (H.I.G. Capital, LLC) Manufacturer of a range of products for floors and interiors including Manufacturer of a range of products for floors and interiors including ceramic tiles, natural stone, hardwood, carpet, window coverings and ceramic tiles, natural stone, hardwood, carpet, window coverings and sheet vinyl products sheet vinyl products Manufacturer of solution-dyed, broadloom carpet focused exclusively Manufacturer of solution-dyed, broadloom carpet focused exclusively on the hospitality market on the hospitality market 6/19/2015 6/19/2015 American Securities American Securities Manufacturer and distributor of industrial adhesives and sealants, Manufacturer and distributor of industrial adhesives and sealants, commercial roofing adhesives and mirror mastics commercial roofing adhesives and mirror mastics 6/9/2015 6/9/2015 Royal Adhesives and Sealants Royal Adhesives and Sealants (Arsenal Capital Partners, PNC (Arsenal Capital Partners, PNC Erieview Capital) Erieview Capital) Carolina Drawers Carolina Drawers Olon Industries Olon Industries (Huron Capital) (Huron Capital) Manufacturer of solid wood and ply wood drawer box products Manufacturer of solid wood and ply wood drawer box products 6/9/2015 6/9/2015 Rock Ridge Stone Rock Ridge Stone Salt Creek Capital Salt Creek Capital Distributor of natural stone products used in outdoor applications Distributor of natural stone products used in outdoor applications 6/3/2015 6/3/2015 Insulation Fabricators, Inc. Insulation Fabricators, Inc. Distribution International (Advent) Distribution International (Advent) Fabricates and distributes thermal and acoustical insulation products Fabricates and distributes thermal and acoustical insulation products for industrial and commercial markets for industrial and commercial markets 6/3/2015 6/3/2015 A.H. Harris & Sons A.H. Harris & Sons Frontenac Company Frontenac Company Distributor of construction supplies to the heavy & highway, Distributor of construction supplies to the heavy & highway, commercial, industrial and residential markets commercial, industrial and residential markets 5/31/2015 5/31/2015 Valterra Products Valterra Products Brookside Equity Partners, Scott Brookside Equity Partners, Scott Capital Partners Capital Partners 5/29/2015 5/29/2015 Vestal Manufacturing Enterprises Vestal Manufacturing Enterprises (MVC Capital) (MVC Capital) Spell Capital Partners Spell Capital Partners Manufactures and distributes recreational vehicle plumbing Manufactures and distributes recreational vehicle plumbing equipment and supplies including valves for sanitation, plumbing and equipment and supplies including valves for sanitation, plumbing and winterizing winterizing Manufacturer of metal building products including building materials, Manufacturer of metal building products including building materials, fireplace accessories, iron castings and cast iron dampers fireplace accessories, iron castings and cast iron dampers 5/27/2015 5/27/2015 Advanced Building Products, Inc. Advanced Building Products, Inc. SRS Distribution SRS Distribution (Berkshire Partners) (Berkshire Partners) Manufacturer and installer of aluminum replacement and storm Manufacturer and installer of aluminum replacement and storm windows windows 5/19/2015 5/19/2015 DiversiTech Corporation DiversiTech Corporation The Jordan Company The Jordan Company 5/13/2015 5/13/2015 Termo-Cell Industries Termo-Cell Industries US GreenFiber US GreenFiber (Tenex Capital Management) (Tenex Capital Management) Manufactures and distributes an extensive proprietary portfolio of Manufactures and distributes an extensive proprietary portfolio of condensate management equipment, HVACR maintenance chemical condensate management equipment, HVACR maintenance chemical and electrical accessories and electrical accessories Manufactures thermal and acoustical cellulose insulation, specialty Manufactures thermal and acoustical cellulose insulation, specialty fibers and hydroseeding mulches fibers and hydroseeding mulches 5/11/2015 5/11/2015 PrimeSource Building Products PrimeSource Building Products Platinum Equity Platinum Equity Distributor of fasteners and other building materials including nails, Distributor of fasteners and other building materials including nails, screws and compressors screws and compressors 4/17/2015 4/17/2015 Direct Cabinet Sales Direct Cabinet Sales Distributor and designer of kitchen cabinetry and related products Distributor and designer of kitchen cabinetry and related products 4/17/2015 4/17/2015 Rosen Materials Rosen Materials US LBM Holdings (Building US LBM Holdings (Building Industry Partners, BlackEagle Industry Partners, BlackEagle Partners) Partners) US LBM Holdings (Building US LBM Holdings (Building Industry Partners, BlackEagle Industry Partners, BlackEagle Partners) Partners) 7/6/2015 7/6/2015 www.tmcapital.com - 14 - Manufacturer of rollout vinyl flooring Manufacturer of rollout vinyl flooring Distributor of residential and commercial building products including Distributor of residential and commercial building products including kitchen and bath cabinetry, countertops, stucco, roofing and kitchen and bath cabinetry, countertops, stucco, roofing and insulation insulation Building Products Industry Spotlight ($ in millions) Date Closed Closed Date 4/16/2015 6/30/2015 M&A Activity Acquisitions of North American Building Products Companies by Private Equity Firms (2014 - Present) Target Target New Energy Bedrooms Advanced Flooring & Design Acquiror Acquiror Hillsdale Furniture Interior Specialists (Brookside Equity Partners) (Littlejohn & Company) Webster Capital, Morgan Stanley American AlternativeSecurities Investment Partners 4/8/2015 6/9/2015 Rio Brands (Guardian Capital Royal Adhesives and Sealants Partners) (Arsenal Capital Partners, PNC Erieview Capital) Kitchen Kaboodle Carolina Drawers Lynx Equity Olon Industries (Huron Capital) Provider of kitchen appliances and accessories and home products Manufacturer of solid wood and ply wood drawer box products 4/2/2015 6/9/2015 Metalcrafts Rock Ridge Stone Tecta America Salt CreekCapital Capital (Oaktree Management) Manufacturer of roofing and sheet metal products Distributor of natural stone products used in outdoor applications 4/1/2015 6/3/2015 Design Specialties Insulation Fabricators, Inc. Blackthorne Partners, Individual Distribution International (Advent) Investor Manufacturer of glass fireplace doors Fabricates and distributes thermal and acoustical insulation products for industrial and commercial markets 4/1/2015 6/3/2015 RDL Supply A.H. Harris & Sons The Cook & Boardman Group Frontenac (RidgemontCompany Equity Partners) Distributor of commercial doors, door frames, door hardware and Distributor of construction supplies to the heavy & highway, related accessories commercial, industrial and residential markets 3/25/2015 5/31/2015 J&B Materials Valterra Products 3/23/2015 5/29/2015 Merchants Metals Vestal Manufacturing Enterprises (MVC Capital) Gypsum Management and Brookside Equity Partners, Scott Supply Capital Partners (AEA Investors) Supplier and distributor of building materials including drywall, metal Manufactures recreational vehicle plumbing studs, plaster, and pooldistributes and general building materials equipment and supplies including valves for sanitation, plumbing and winterizing Manufacturer and distributor of ornamental steel and aluminum fence Manufacturer of metal building products including building materials, systems fireplace accessories, iron castings and cast iron dampers 3/20/2015 5/19/2015 Petry Roofing Supply DiversiTech Corporation SRS Distribution The JordanPartners) Company (Berkshire 3/19/2015 5/13/2015 Great Western Building Materials Termo-Cell Industries Foundation Building Materials (CI US GreenFiber Capital Partners) (Tenex Capital Management) 3/19/2015 5/11/2015 ProWall Building Products PrimeSource Building Products Foundation Building Materials (CI Platinum Equity Capital Partners) Distributor of residential and commercial roofing products servicing Manufactures distributes the Greater St.and Louis market an extensive proprietary portfolio of condensate management equipment, HVACR maintenance chemical and electrical accessories Distributor of building products and related equipment including Manufactures thermal and acoustical specialty gypsum wallboards, acoustical ceilingcellulose products,insulation, metal framing fibers andand hydroseeding mulches products plaster products 3/17/2015 4/17/2015 Pronamic Industries Direct Cabinet Sales Distributor and manufacturer of fiberglass materials used in the air Distributor and designer of kitchen cabinetry and related products filtration and related industries 3/13/2015 4/17/2015 Hanson Building Products, Rosen BuildingMaterials Products business in North America and U.K. Lampert Yards New Energy Bedrooms Flanders US LBMEquity) Holdings (Building (Insight Industry Partners, BlackEagle Partners) Lone Star Funds US LBM Holdings (Building Industry Partners, BlackEagle Partners) US LBM Holdings (Building Hillsdale Furniture BlackEagle Industry Partners, (Brookside Partners) Equity Partners) 4/10/2015 6/19/2015 3/2/2015 4/16/2015 2/27/2015 4/10/2015 Phillips Tile Rio Brands (Guardian Greyrock Capital (Goense & Company, Partners) Capital Group) Atlas Holdings Spell Capital Partners Target Target Description Description Manufacturer and importer of bedroom furniture Manufacturer of a range of products for floors and interiors including ceramic tiles, natural stone, hardwood, carpet, window coverings and sheet vinyl products Supplier of outdoor furniture and sportsman accessories Manufacturer and distributor of industrial adhesives and sealants, commercial roofing adhesives and mirror mastics Manufacturer of one-coat stucco, surface coatings and expanded Distributor of(EPS) fasteners and other building materials including nails, polystyrene products screws and compressors Manufacturer of a diversified range of concrete and clay building Distributor of residential and commercial building products including products kitchen and bath cabinetry, countertops, stucco, roofing and insulation Supplier of lumber and building materials to homeowners, Manufacturerbuilders and importer of bedroombuilders furniture professional and commercial Residential Design Services (DBI Webster Capital, Morgan Stanley Capital, Huntington Capital, Trive Alternative Investment Partners Capital) Provider of floor and wall tiles, natural stone and synthetic counter Supplier of outdoorhome furniture and sportsman accessories tops for residential builders Desjardins Capital régional et Lynx Equity(Fondaction) coopératif Manufacturer of doors and windows in Canada Provider of kitchen appliances and accessories and home products Harrison Gypsum, LLC Tecta (H.I.G.America Capital, LLC) (Oaktree Capital Management) Miner and processer of limestone for industry and agricultural sectors Manufacturer of roofing and sheet metal products 2/25/2015 4/2/2015 ATIS Group Kitchen Kaboodle (Cornerstone Capital Partners, Cyprium Partners) J.A. Jack & Sons, Inc. Metalcrafts 2/18/2015 4/1/2015 Kitchen Creations Design Specialties Lynx Equity Blackthorne Partners, Individual Investor Manufacturer and custom designer of kitchen and bath cabinetry Manufacturer of glass fireplace doors IPS Corporation (Calera Capital) RDL Supply Nautic Partners The Cook & Boardman Group (Ridgemont Equity Partners) Manufacturer of adhesives, solvent cements, plumbing specialty Distributor of commercial doors,and door frames, door hardware and items and various components supplies related accessories 2/9/2015 3/25/2015 Carroll Chair J&B Materials Manufacturer of tables and chairs Supplier and distributor of building materials including drywall, metal studs, plaster, pool and general building materials 1/26/2015 Glassworks (Bounds Equity Partners) Mity Enterprises Gypsum and (ProspectManagement Capital) Supply (AEA Investors) Binswanger Glass (Grey Mountain Partners, Guff & Company) Morrison Supply (Advent International) 2/26/2015 4/8/2015 2/9/2015 4/1/2015 1/2/2015 Kiva Kitchen & Bath (Rock Hill Capital) www.tmcapital.com - 15 - Provider of glass fabrication, installation of shower doors, mirrors, table glass, windows and patio door services Provides plumbing fixtures, hardware, appliances, cabinetry, and counter tops for bathrooms and kitchen Building Products Industry Spotlight ($ in millions) Date Closed Closed Date 12/31/2014 6/30/2015 12/29/2014 6/19/2015 M&A Activity Acquisitions of North American Building Products Companies by Private Equity Firms (2014 - Present) Target Target Meyer Decorative Surfaces Advanced Flooring & Design 12/19/2014 6/9/2015 AGC Flat Glass North America, Royal Inc. Adhesives and Sealants (Arsenal Capital Partners, PNC Erieview Capital) Virginia Tile Company Carolina Drawers 12/15/2014 6/9/2015 Lumber Specialties Rock Ridge Stone 12/15/2014 6/3/2015 12/12/2014 6/3/2015 Acquiror Acquiror Rugby Architectural Building Interior Specialists Products (Littlejohn & Company) (Leading Ridge Capital Partners) Trulite Glass & Aluminum American Solutions Securities (Sun Capital Partners) Harren Equity Partners Olon Industries (Huron Capital) Target Target Description Description Regional distributor of kitchen and bath laminates Manufacturer of a range of products for floors and interiors including ceramic tiles, natural stone, hardwood, carpet, window coverings and sheet vinyl products Manufacturer of glass and glass-related products in North America Manufacturer andresidential, distributorinterior, of industrial adhesivesapplications and sealants, for architectural, and industrial commercial roofing adhesives and mirror mastics Distributor of ceramic tile, marble and granite for commercial and Manufacturer of solid wood and ply wood drawer box products residential applications Manufacturer and distributor of structural building components Distributortrusses of natural products used in outdoor applications including andstone wall panels Distribution International Insulation Fabricators, Inc. (Audax Group) US LBM Holdings (Building Salt Creek Capital BlackEagle Industry Partners, Partners) Advent International Distribution International (Advent) A-Plus Building Supply A.H. Harris & Sons SRS Distribution Frontenac (Berkshire Company Partners) Distributor of roofing and related exterior building products servicing Distributor construction to the heavy & highway, the Central of and Southeast supplies Connecticut region commercial, industrial and residential markets 12/8/2014 5/31/2015 American Masons' & Building Valterra Supply Products 12/5/2014 5/29/2015 Honsador Lumber Vestal Manufacturing Enterprises (Cyprium Investment Partners) (MVC Capital) US LBM Holdings (Building Brookside Equity Partners, Scott Industry Partners, BlackEagle Capital Partners Partners) Provider of steel framing, insulation, acoustical, block, brick and Manufactures and distributes recreational vehicle masonry supplies, as well as drywall products andplumbing accessories for equipment and including valves for sanitation, plumbing and commercial andsupplies residential applications winterizing Manufacturer and distributor of building products, roof trusses and Manufacturer of services metal building products including building materials, wood treatment fireplace accessories, iron castings and cast iron dampers 12/2/2014 5/19/2015 Acmeda DiversiTech Corporation RollEase The Jordan Company (ShoreView Industries, Nova Capital Management) US LBM Holdings (Building US GreenFiber Industry Partners, BlackEagle (Tenex Capital Management) Partners) Developer and manufacturer of hardware systems for the windowManufactures and distributes an extensive proprietary portfolio of furnishing market condensate management equipment, HVACR maintenance chemical and electrical accessories Distributor of building materials including drywall, metal framing, Manufactures thermal and acoustical cellulose insulation, specialty acoustical ceiling, insulation, lumber, trim and fastener products fibers and hydroseeding mulches Art For Everyday, Inc. Platinum Equity Ltd.) (Argosy Partners Designer and manufacturer of a range of architectural wood products Distributor of fasteners and other building materials including nails, screws and compressors Top Knobs USA (Harbour Group) US LBM Holdings (Building Industry Partners, BlackEagle Partners) Trulite Glass & Aluminum US LBM Holdings (Building Solutions Industry Partners, BlackEagle (Sun Capital Partners) Partners) One Rock Capital, Yukon Hillsdale Partners Furniture (Brookside Equity Partners) Provider of decorative hardware products including cabinet hardware, Distributorpulls, and designer of kitchen switch cabinetry and house relatednumbers, products appliance bath accessories, plates, doorbells and doorknockers Fabricator of glass for safety and decorative applications Distributor of residential and commercial building products including kitchen and bath cabinetry, countertops, stucco, roofing and insulation Designer and manufacturer of air conditioning, heating, ventilating Manufacturer and importer of bedroom furniture and related appliances US LBM Holdings (Building Webster Capital, Morgan Stanley Industry Partners, BlackEagle Alternative Partners) Investment Partners Provider of wood building products to builders, remodelers and Supplier of outdoor furniture and sportsman accessories homeowners Carlson Systems Holdings (Tenex Lynx Equity Capital Management) Distributer of tools and fasteners for wood construction projects and Provider of kitchen appliances and accessories and home products manufacturing operations Gerflor Tecta America Conseil, (Euromezzanine (Oaktree Capital Management) Intermediate Capital Group) Manufacturer of hard maple sports flooring systems for basketball, Manufacturer of roofing and sheet volleyball, racquetball aerobics andmetal otherproducts sports Friedman Fleischer & Lowe Blackthorne Partners, Individual Investor Manufacturer of spray polyurethane foam insulation products Manufacturer of glass fireplace doors 11/19/2014 5/11/2015 Wallboard Supply Termo-Cell Industries (Agincourt Capital Partners, Gemini Investors) Acanthus Industries, Inc. PrimeSource Building Products 11/19/2014 4/17/2015 Atlas Homewares Direct Cabinet Sales 11/19/2014 4/17/2015 Texas Tempered Glass, Inc. Rosen Materials 11/18/2014 4/16/2015 Airxcel New Energy Bedrooms (Bruckmann, Rosser, Sherrill & Co.) K-I Lumber & Building Materials Rio Brands (Guardian Capital Partners) 11/25/2014 5/13/2015 11/14/2014 4/10/2015 11/11/2014 4/8/2015 Southern Fastening Systems Kitchen Kaboodle Grey Mountain Partners Spell Capital Partners Value added distributor of thermal and acoustical insulation and Fabricates and distributes thermalrepair, and acoustical insulation products related supplies for maintenance, and operations for industrial and commercial markets 11/5/2014 4/2/2015 Connor Sports Flooring Metalcrafts (The Riverside Company) 11/5/2014 4/1/2015 Icynene Design Specialties (Element Partners) 11/4/2014 4/1/2015 SteelStar RDL Supply Kodiak Building Partners The Cook & Boardman Group (Ridgemont Equity Partners) Fabricator specializing in design-build, architecturally exposed Distributorsteel of commercial doors,miscellaneious door frames, door hardware structural and large scale metal projects and related accessories 10/31/2014 3/25/2015 Damron Sand & Gravel, Inc. J&B Materials Manufacturer and supplier of sand and gravel in Lubbock, Texas Supplier and distributor of building materials including drywall, metal studs, plaster, pool and general building materials 10/31/2014 Northwest Fastener Sales PB Materials Holdings, Inc. Gypsum (WL RossManagement & Co. LLC) and Supply (AEA Investors) Monroe Engineering Products (Svoboda Capital Partners) 10/23/2014 Peterson Industries www.tmcapital.com Aldora Glass Holdings (Superior Capital Partners) - 16 - Value-added supplier of niche industrial hardware products including hinges, pull handles, knobs, hand wheels, clamps, plungers and related assemblies Manufacturer and distributer of tub enclosures, shower enclosures and doors, mirror closet doors and sliding glass patio doors Building Products Industry Spotlight Acquisitions of North American Building Products Companies by Private Equity Firms (2014 - Present) ($ in millions) Date Closed Closed Date 10/15/2014 6/30/2015 M&A Activity Target Target The Gravel Company Advanced Flooring & Design Acquiror Acquiror Harrison Gypsum, LLC Interior Specialists (H.I.G. Capital, LLC) (Littlejohn & Company) Tenex Capital Management American Securities 10/10/2014 6/9/2015 Carlson Systems Holdings, Inc. Royal Adhesives and Sealants (Arsenal Capital Partners, PNC Erieview Capital) Empire Plumbing Supply, Inc. Carolina Drawers Morrison Supply Company, LLC Olon Industries (Advent International) (Huron Capital) Wholesale distributor servicing plumbing, mechanical and industrial Manufacturer solid wood markets in theofUnited Statesand ply wood drawer box products 10/9/2014 6/9/2015 Colorado County Sand & Gravel Rock Ridge Stone And Concrete Supply of Topeka Manufacturer of sand and gravel aggregates in west Houston region Distributor of natural stone products used in outdoor applications 10/8/2014 6/3/2015 Mechanical Insulation Supply Insulation Fabricators, Inc. Summit Materials, LLC Salt Creek Capital (Silverhawk Capital Partners, LLC) Distribution International Distribution International (Advent) (Audax Group) 10/4/2014 6/3/2015 DJ Roofing Supply A.H. Harris & Sons SRS Distribution Frontenac (Berkshire Company Partners) Distributor of residential and commercial roofing systems and related Distributor of construction supplies to the heavy & highway, accessories commercial, industrial and residential markets 10/1/2014 5/31/2015 Interior Specialists Valterra Products Littlejohn & Company Brookside Equity Partners, Scott Capital Partners 9/30/2014 5/29/2015 Standard Companies Vestal Manufacturing Enterprises (MVC Capital) 9/29/2014 5/19/2015 Barnsco, Inc. DiversiTech Corporation US LBM Holdings (Building Spell Capital Partners Industry Partners, BlackEagle Partners) Kodiak Building Partners The Jordan Company Provider of flooring, countertops, window coverings and cabinets Manufactures and distributes recreational vehicle plumbing equipment and supplies including valves for sanitation, plumbing and winterizing Supplier of cabinetry, windows, doors, trusses, components, roofing, Manufacturer of metal building products including building materials, siding and framing materials fireplace accessories, iron castings and cast iron dampers 9/17/2014 5/13/2015 Chase Doors Termo-Cell Industries (Sentinel Capital Partners) Audax Group US GreenFiber (Tenex Capital Management) 9/16/2014 5/11/2015 Hokanson Carpets PrimeSource Building Products Scott Group Custom Carpet Platinum (KeystoneEquity Capital) Designer and manufacturer of rugs and carpets Distributor of fasteners and other building materials including nails, screws and compressors 9/16/2014 4/17/2015 The Cook & Boardman Group Direct Cabinet Sales (Blue Point Capital Partners) 9/12/2014 4/17/2015 Residential Design Services Rosen Materials 9/9/2014 4/16/2015 Pacific Insulation Company New Energy Bedrooms Ridgemont Equity Partners, US LBM Capital Holdings (Building Triangle Corporation Industry Partners, BlackEagle Partners) Trive Capital US LBM Holdings (Building Industry Partners, BlackEagle Partners) Distribution International Hillsdale Furniture (Audax Group) (Brookside Equity Partners) Distributor of commercial doors, door frames, architectural hardware Distributor designer to of real kitchen cabinetry and related products and relatedand accessories estate construction contractors and building owners Provider of interior design centers and installation services for home Distributor residential and commercial building products including builders in of Southern California kitchen and bath cabinetry, countertops, stucco, roofing and insulation Distributor and fabricator of commercial and industrial insulation Manufacturer and importer of bedroom furniture products 9/2/2014 4/10/2015 Aquatic US Holdings Rio Brands (Guardian Capital Partners) The Sterling Group Webster Capital, Morgan Stanley Alternative Investment Partners Manufacturer and marketer of bathtubs and showers for residential Supplier of outdoor furniture and sportsman accessories buildings Versatex Building Products Kitchen Kaboodle Highlander Partners Lynx Equity 8/15/2014 4/2/2015 ANR Door Systems Metalcrafts Total Fleet Solutions Tecta America (CI Capital Partners) (Oaktree Capital Management) Manufacturer of trim boards, sheets, corner boards, beadboards, Provider of kitchen and accessories andmolding home products skirtboards, wraps, appliances beaded profiles, soffit systems, profiles and finishing products Manufacturer of residential and commercial doors made of steel or Manufacturer of roofing and sheet metal products fire and weather resistant material 8/15/2014 4/1/2015 The Home Decor Companies Design Specialties (Linsalata Capital Partners) Nielsen Bainbridge Blackthorne Partners, Individual (Kohlberg & Company) Investor Manufacturer of wall and lighting home decor products Manufacturer of glass fireplace doors 8/15/2014 4/1/2015 Tropitone Furniture Company RDL Supply (Pfingsten Partners) Brown Jordan The Cook Capital) & Boardman Group (Crescent (Ridgemont Equity Partners) Designer and manufacturer of casual indoor and outdoor patio Distributorpool of commercial doors, door frames, door hardware and furniture, furniture, contract and hospitality furnishings related accessories 8/12/2014 3/25/2015 Fairway Building Products J&B Materials Argosy Private Equity, Graycliff Gypsum Partners Management and Supply (AEA Investors) Kodiak Building Partners Manufacturer of vinyl, composite and aluminum porch, decks and Supplier railing and distributor balcony systems of building materials including drywall, metal studs, plaster, pool and general building materials US LBM Holdings (Building Industry Partners, BlackEagle Partners) Provider of lumber and drywall products, board products, building supplies and specialty products 10/14/2014 6/19/2015 9/2/2014 4/8/2015 8/8/2014 AO 8/8/2014 Feldman Lumber Co. www.tmcapital.com - 17 - Target Target Description Description Supplier of decorative landscaping gravel, construction gravel, Manufacturer of a range of products for floors and interiors including topsoil, sand, compost, and landscaping stones ceramic tiles, natural stone, hardwood, carpet, window coverings and sheet vinyl products Distributor of product assembly systems serving the fastening and Manufacturer andof distributor of industrial adhesives sealants, packaging needs construction, industrial and OEMand customers commercial roofing adhesives and mirror mastics Distributor and manufacturer of insulation mechanical pipe insulation, Fabricates and distributes and acoustical insulation products HVAC, refractory products thermal and accessories for industrial and commercial markets Fabricator and distributor of rebar and concrete accessories Manufactures and distributes an extensive proprietary portfolio of condensate management equipment, HVACR maintenance chemical and electrical accessories Designer and manufacturer of specialty doors and door systems for Manufactures thermal andapplications acoustical cellulose insulation, specialty commercial and industrial fibers and hydroseeding mulches Distributor of doors, frames and hardware to commercial contractors for the office build-out market Building Products Industry Spotlight ($ in millions) Date Closed Closed Date 8/1/2014 6/30/2015 M&A Activity Acquisitions of North American Building Products Companies by Private Equity Firms (2014 - Present) Target Target Hollow Metal Xpress Advanced Flooring & Design Acquiror Acquiror Mesker Door Interior Specialists (Inverness Graham Investments) (Littlejohn & Company) Stone Panels Royal Adhesives and Sealants (Metapoint Partners) (Arsenal Capital Partners, PNC Erieview Capital) Wine Valley Siding Supply Carolina Drawers Brookside Mezzanine Partners, American ThompsonSecurities Street Capital Partners Lynx Equity, Succession Capital Olon Industries (Huron Capital) 7/31/2014 6/9/2015 Custom Window Systems Rock Ridge Stone (Highlander Partners) Nautic Partners, Triangle Capital Salt Creek Capital Corporation Designer and manufacturer of impact resistant and non-impact Distributordoors of natural stone enclosures products used in outdoor applications windows, and porch 7/18/2014 6/3/2015 Northwest Hardwoods, Inc. Insulation Inc. (AmericanFabricators, Industrial Partners) Littlejohn & Company Distribution International (Advent) Manufacturer and distributor of hardwood lumber Fabricates and distributes thermal and acoustical insulation products for industrial and commercial markets 7/1/2014 6/3/2015 DelGrosso Floor Covering A.H. Harris & Sons Interior Specialists Frontenac Company (KRG Capital Partners) Provider of custom home interior products and services Distributor of construction supplies to the heavy & highway, commercial, industrial and residential markets 7/1/2014 5/31/2015 ZyTech Building Systems Valterra Products TriWest Capital Partners Brookside Equity Partners, Scott Capital Partners 6/30/2014 5/29/2015 Carter-Waters, LLC Vestal Manufacturing (Pritzker Group PrivateEnterprises Capital) (MVC Capital) Aiglon Capital Management, Merit Spell Capital Partners Capital Partners Manufacturer and distributer of roof trusses, floor systems, wall Manufactures and lumber distributes recreational vehicle plumbing panels, stairs and packages equipment and supplies including valves for sanitation, plumbing and winterizing Distributor of construction materials and equipment to commercial, Manufacturer metal building products including building materials, residential andofhighway contractors fireplace accessories, iron castings and cast iron dampers 6/30/2014 5/19/2015 Paramount Windows DiversiTech Corporation Cascade Windows The JordanCapital Company (Altamont Partners) 6/27/2014 5/13/2015 Factory Builder Stores Termo-Cell Industries Kodiak Building Partners US GreenFiber (Tenex Capital Management) 6/17/2014 5/11/2015 RCR International PrimeSource Building Products (Southfield Capital) Peak Rock Capital Platinum Equity Manufacturer and distributor of home improvement products, Distributorinsulation of fasteners building materials including nails, including andand floorother coverings screws and compressors 6/17/2014 4/17/2015 The RiteScreen Company Direct Cabinet Sales Manufacturer of screens for the window and patio door industry Distributor and designer of kitchen cabinetry and related products 5/31/2014 4/17/2015 Wholesale Builders Supply Rosen Materials 5/30/2014 4/16/2015 Wagner Interior Supply New Energy Bedrooms Seven Point Equity Partners US LBM Holdings (Building Industry Partners, BlackEagle Partners) Foundation Building Materials (CI US LBMPartners) Holdings (Building Capital Industry Partners, BlackEagle Partners) Foundation Building Materials (CI Hillsdale Furniture Capital Partners) (Brookside Equity Partners) 5/13/2014 4/10/2015 Indiana Limestone Company Rio Brands (Guardian Capital Partners) Wynnchurch Capital Webster Capital, Morgan Stanley Alternative Investment Partners Manufacturer of finished dimensional cut stone and standard building Supplier of outdoor furniture and sportsman accessories products 5/2/2014 4/8/2015 Desert Lumber Kitchen Kaboodle Manufacturer and supplier of floor and roof trusses to construction Provider of kitchen appliances and accessories and home products industry 5/1/2014 4/2/2015 Foster Manufacturing Company / Metalcrafts Zsi Inc. US LBM Holdings (Building Lynx Equity Industry Partners, BlackEagle Partners) Pfingsten Partners Tecta America (Oaktree Capital Management) 8/1/2014 6/19/2015 8/1/2014 6/9/2015 Target Target Description Description Manufacturer of metal and stainless steel doors, frames and louvers Manufacturer of a range of products for floors and interiors including ceramic tiles, natural stone, hardwood, carpet, window coverings and sheet vinyl products Manufacturer of natural stone composite panels Manufacturer and distributor of industrial adhesives and sealants, commercial roofing adhesives and mirror mastics Provider of siding, trims and accessories Manufacturer of solid wood and ply wood drawer box products Manufacturer and installer of wooden windows Manufactures and distributes an extensive proprietary portfolio of condensate management equipment, HVACR maintenance chemical and electrical accessories Distributor of appliances and cabinets Manufactures thermal and acoustical cellulose insulation, specialty fibers and hydroseeding mulches Provider of commercial construction products, including metal Distributor residential and commercial building products including framing andofsiding products kitchen and bath cabinetry, countertops, stucco, roofing and insulation Distributor of interior construction products including ceiling, wall and Manufacturer floor products and importer of bedroom furniture Designer and manufacturer of detachable couplers, blow guns, hose Manufacturer of roofing and sheet metal products fittings and accessories for various industrial applications 4/30/2014 4/1/2015 Roberts & Dybdahl Design Specialties Cedar Creek Wholesale Lumber Blackthorne Individual (CharlesbankPartners, Capital Partners) Investor Wholesale distributor of lumber products, building materials, Manufacturer of glass fireplace engineered wood products and doors roof and floor truss systems 4/25/2014 4/1/2015 Larson Distributing Co. RDL Supply 4/24/2014 3/25/2015 Coastal Roofing Supply J&B Materials Rugby Architectural Building The Cook(Leading & Boardman Products RidgeGroup Capital (Ridgemont Partners) Equity Partners) Distributor of decorative surfacing and cabinet hardware including Distributor of commercial doors, doorcommercial frames, door hardware wood flooring, rubber flooring base, tiles, sound and related accessories insulation and adhesive products Provider of a multitude of roofing products Supplier and distributor of building materials including drywall, metal studs, plaster, pool and general building materials 4/1/2014 3/31/2014 Gypsum Management and Supply Jones Lumber Company www.tmcapital.com US LBM Holdings (Building Gypsum Management and Industry Partners, BlackEagle Supply Partners) (AEA Investors) AEA Investors US LBM Holdings (Building Industry Partners, BlackEagle Partners) - 18 - Distributor of drywall, acoustical and other specialty building materials Supplier of lumber and a variety of hardware items Building Products Industry Spotlight ($ in millions) Date Closed 3/25/2014 6/30/2015 3/23/2014 6/19/2015 M&A Activity Acquisitions of North American Building Products Companies by Private Equity Firms (2014 - Present) Target Midwest Plastics Products Advanced Flooring & Design Acquiror Spell Capital Partners Interior Specialists (Littlejohn & Company) AWP RoyalWindows Adhesivesand andDoors Sealants (Sun Capital Partners) (Arsenal Capital Partners, PNC Deerpath American Holdings Securities Target Description Manufacturer tile, fittings and pipe Manufacturer of of plastic a rangedrain of products for floors andaccessories interiors including ceramic tiles, natural stone, hardwood, carpet, window coverings and sheet vinyl products Distributor of aluminum and vinyl windowsadhesives and doorsand sealants, Manufacturer and distributor of industrial commercial roofing adhesives and mirror mastics 3/21/2014 6/9/2015 Erieview Capital) Vornado Air, LLC Carolina Drawers (McCarthy Capital) Waitt Company Olon Industries (Huron Capital) Designer and manufacturer of airply comfort Manufacturer of solid wood and wood products drawer box products 3/19/2014 6/9/2015 ProFusion Rock RidgeIndustries Stone Peak Rock Capital Capital Salt Creek Manufacturer of industrial transit matting, Distributor of natural stoneproducts productsincluding used in outdoor applications protective linings and custom specialty film products 3/17/2014 6/3/2015 Koroseal Products InsulationInterior Fabricators, Inc. Peak Rock Capital Distribution International (Advent) 2/14/2014 6/3/2015 Novik A.H. Harris & Sons Clearview Frontenac Capital Company Manufacturer and distributor of custom interior products including Fabricates and distributes thermal and acoustical insulation products commercial wall protection systems and dry-erasable for industrialwall andcoverings, commercial markets wall coverings Manufacturer provider supplies of polymer and & roofing materials Distributor of and construction to siding the heavy highway, 2/5/2014 5/31/2015 E.B. Bradley Company (Industrial Valterra Products Opportunity Partners, Stonehenge Partners) General Tools and Instruments Vestal Manufacturing Enterprises Company (MVC Capital) PSP Capital Partners Brookside Equity Partners, Scott Capital Partners Distributor of specialty hardware, surfacingvehicle products, flooring and Manufactures and distributes recreational plumbing woodworking supplies and manufacturer equipment and supplies including valves of forlaminated sanitation,panels plumbing and High Capital Partners Spell Road Capital Partners winterizing Developer of specialty tools and electronic instruments Manufacturer of metal hand building products includingtest building materials, fireplace accessories, iron castings and cast iron dampers 1/31/2014 5/19/2015 Gypsum Supply DiversiTech Corporation Foundation Materials (CI The Jordan Building Company Capital Partners) Supplier of drywall, metal studs, tile, proprietary insulation and related Manufactures and distributes an ceiling extensive portfolio of building materials and toolsequipment, HVACR maintenance chemical condensate management 1/23/2014 5/13/2015 Alleyton Resource Termo-Cell Industries Summit Materials US GreenFiber (Silverhawk Capital Partners) (Tenex Capital Management) and electrical accessories Manufacturer wholesaler of concrete and building products Manufacturesand thermal and acoustical cellulose insulation, specialty fibers and hydroseeding mulches 1/23/2014 5/11/2015 Howard PlatinumBerger EquityCompany (Littlejohn & Company) Provider of of home hardware products Distributor fasteners and other building materials including nails, screws and compressors 1/21/2014 4/17/2015 The Faucet Queens PrimeSource Building Products (Citizens Capital, Incline Equity Partners) Alliance Steel Sales Direct Cabinet Associated Steel Group, Promus US LBM Holdings (Building Equity Partners Industry Partners, BlackEagle Manufacturer metal and frame Distributor andofdesigner of related kitchen components cabinetry andincluding related products structures, panel structures and other items used in construction 1/1/2014 4/17/2015 Polycor Rosen Materials 1/1/2014 4/16/2015 Rockland Industrial Products New Energy Bedrooms (Babson Capital Management) Partners) PNC Mezzanine US LBM HoldingsCapital (Building Industry Partners, BlackEagle Partners) Lubar & Co Hillsdale Furniture (Brookside Equity Partners) 4/10/2015 Rio Brands (Guardian Capital Partners) Webster Capital, Morgan Stanley Alternative Investment Partners Supplier of outdoor furniture and sportsman accessories 4/8/2015 Kitchen Kaboodle Lynx Equity Provider of kitchen appliances and accessories and home products 4/2/2015 Metalcrafts Tecta America (Oaktree Capital Management) Manufacturer of roofing and sheet metal products 4/1/2015 Design Specialties Blackthorne Partners, Individual Investor Manufacturer of glass fireplace doors 4/1/2015 RDL Supply The Cook & Boardman Group (Ridgemont Equity Partners) Distributor of commercial doors, door frames, door hardware and related accessories J&B Materials Gypsum Management and Supply (AEA Investors) Supplier and distributor of building materials including drywall, metal studs, plaster, pool and general building materials 2/4/2014 5/29/2015 3/25/2015 www.tmcapital.com commercial, industrial and residential markets - 19 - Producer range of stone products, including slabs,including curbs, Distributorofofaresidential and commercial buildingtiles, products pavers stone kitchen and and architectural bath cabinetry, countertops, stucco, roofing and insulation Manufacturer laminated flooringfurniture Manufacturer of and importer wood of bedroom Building Products Industry Spotlight ($ ($ in in millions) millions) M&A Activity Exits Exits of of U.S. U.S. Based Based Building Building Products Products Companies Companies by by Private Private Equity Equity Firms Firms (2014 (2014 -- Present) Present) Date Company Date Company Name Name Closed (Exiting Closed (Exiting P.E. P.E. Sponsor) Sponsor) 8/24/2015 8/24/2015 Quest Quest Construction Construction Products Products (Audax (Audax Group; Group; Moelis Moelis Capital Capital Partners) Partners) Enterprise Enterprise Exit Exit Type Type Acquiror Acquiror Company Company Description Description Value Value Merger Merger // Acquisition Acquisition Building Building Materials Materials Corporation Corporation of of America, America, Inc. Inc. Manufacturer Manufacturer of of protective protective systems systems and and coatings coatings for for the the construction construction industry industry 4/1/2015 4/1/2015 Ainsworth Ainsworth Engineered Engineered (Brookfield (Brookfield Capital Capital Partners) Partners) Merger Merger // Acquisition Acquisition Norbord Norbord Manufacturer Manufacturer and and supplier supplier of of oriented oriented strand strand board board including including flooring flooring products, products, stair stair tread tread panels, panels, stringers stringers and and risers risers for for stairs stairs 3/9/2015 3/9/2015 AF AF Lighting Lighting (Consortium (Consortium of of PE PE firms) firms) Merger Merger // Acquisition Acquisition Almo Almo Manufacturer Manufacturer and and distributor distributor of of specialty specialty lighting lighting and and electrical electrical products products through through catalogs, catalogs, online online portals portals and and retail retail outlets outlets 2/24/2015 2/24/2015 M&M M&M Manufacturing Manufacturing (TGF (TGF Management) Management) Merger Merger // Acquisition Acquisition MiTek MiTek Industries Industries Fabricator Fabricator of of custom custom sheet sheet metal metal products products for for residential residential and and commercial commercial applications applications 1/29/2015 1/29/2015 Monarch Monarch (Taylor (Taylor Morrison Morrison Home) Home) Merger Merger // Acquisition Acquisition Mattamy Mattamy Homes Homes Provider Provider of of construction construction services services including including the the development development and and construction construction of of single-family single-family homes homes and and condominiums condominiums $278.3 $278.3 1/16/2015 1/16/2015 CENTRIA CENTRIA Incorporated Incorporated (Riverfront (Riverfront Capital Capital Fund; Fund; SMST SMST Management) Management) Merger Merger // Acquisition Acquisition NCI NCI Group, Group, Inc.; Inc.; Steelbuilding.com Steelbuilding.com Designer, Designer, developer, developer, and and manufacturer manufacturer of of engineered engineered wall, wall, roof, roof, and and floor floor systems, systems, as as well well as as provides provides coil coil coating coating services services $245.0 $245.0 1/14/2015 1/14/2015 Climatec Climatec Building Building Technologies Technologies Group Group (Pegasus (Pegasus Capital Capital Advisors) Advisors) Merger Merger // Acquisition Acquisition Robert Robert Bosch Bosch Provider Provider of of energy energy efficiency, efficiency, building building automation, automation, security security and and life-safety life-safety services services $226.0 $226.0 12/2/2014 12/2/2014 AERCO AERCO International International (The (The Riverside Riverside Company) Company) Merger Merger // Acquisition Acquisition Watts Watts Water Water Technologies Technologies Provider Provider and and manufacturer manufacturer of of boilers, boilers, venting venting systems, systems, air air filtration filtration system, system, hydraulic hydraulic separator, separator, pump pump products, products, valves valves and and related related products products $264.5 $264.5 11/5/2014 11/5/2014 National National Diversified Diversified Sales Sales (Graham (Graham Partners) Partners) Merger Merger // Acquisition Acquisition Norma Norma Group Group Provider Provider of of water water management management services services for for residential residential and and commercial commercial markets markets in in North North America America and and Europe Europe $285.0 $285.0 10/31/2014 10/31/2014 Trussbilt Trussbilt (Sentinel (Sentinel Capital Capital Partners) Partners) Merger Merger // Acquisition Acquisition American American Steel Steel Products Products Designer Designer and and manufacturer manufacturer of of security security products products including including doors, doors, wall wall panels, panels, frames, frames, security security ceilings ceilings and and floors floors 10/31/2014 10/31/2014 Rostra Rostra Tool Tool (Buckingham (Buckingham Capital Capital Partners, Partners, Ironwood Ironwood Capital) Capital) Merger Merger // Acquisition Acquisition Oetiker Oetiker Group Group Designer Designer and and producer producer of of hand hand tools tools in in the the United United States States 10/3/2014 10/3/2014 Fairmount Fairmount Santrol Santrol (American (American Securities, Securities, PNC PNC Erieview Erieview Capital) Capital) IPO IPO 9/22/2014 9/22/2014 CGI CGI Windows Windows and and Doors Doors (Cortec (Cortec Group) Group) Merger Merger // Acquisition Acquisition 9/18/2014 9/18/2014 Industrial Industrial Distribution Distribution Group Group (Luther (Luther King King Capital Capital Date Company Name Management) Management) Closed (Exiting P.E. Sponsor) 8/20/2014 Borga (Hancock Park Associates, Pegasus Capital) Merger Merger // Acquisition Acquisition Exit Type Producer Producer of of industrial industrial and and commercial commercial foundry foundry resin-coated resin-coated sand sand in in the the United United States States $400.0 $400.0 PGT PGT Industries Industries Manufacturer Manufacturer of of aluminum aluminum and and vinyl vinyl impact-resistant impact-resistant windows windows and and doors doors $111.0 $111.0 Sonepar Sonepar Iberica Iberica Provider Provider of of maintenance, maintenance, repair, repair, operating operating and and production production products products and and services services in in the the United United States States and and China China Company Description Acquiror Merger / Acquisition Manufacturer of pre-engineered metal buildings and components for agricultural, industrial, commercial and residential building markets 8/20/2014 Peerless Industrial Group (WestView Capital Partners) Merger / Acquisition KITO Americas Manufacturer and distributor of chains, wire forms, traction products, wire ropes, cordage and associated accessories 7/31/2014 Hurd Windows & Doors (Longroad Asset Management) Merger / Acquisition Sierra Pacific Industries Manufacturer of wood, aluminum and vinyl windows and doors Merger / Acquisition -20 -Manufacturer and distributor of fasteners including adjuster Fontana Gruppo gears, blind fastening systems, installation tools, stem fasteners and lock bolts www.tmcapital.com 6/19/2014 Acument Global Technologies (Platinum Equity) $616.2 $616.2 Enterprise Value $0.4 $120.0 Enterprise Date Company Name Exit Type Acquiror Company Description Value Closed (Exiting P.E. Sponsor) Building Products Industry Spotlight M&A Activity 8/20/2014 Borga Merger / Manufacturer of pre-engineered metal buildings and $0.4 (Hancock Park Associates, Acquisition components for agricultural, industrial, commercial and Pegasus Capital) residential building markets Exits of U.S. Based Building Products Companies by Private Equity Firms (2014 - Present) ($8/20/2014 in millions) Peerless Industrial Group Merger / KITO Americas Manufacturer and distributor of chains, wire forms, traction $120.0 (WestView Capital Acquisition products, wire ropes, cordage and associated accessories Enterprise Date Company Name Partners) Exit Type Acquiror Company Description Value Closed (Exiting P.E. Sponsor) 7/31/2014 Hurd Windows & Doors Merger / Sierra Pacific Manufacturer of wood, aluminum and vinyl windows and 8/24/2015 Quest Construction Merger / Building Materials Manufacturer of protective systems and coatings for the (Longroad Asset Group; Acquisition Industries doors Products (Audax Acquisition Corporation of construction industry Management) Moelis Capital Partners) America, Inc. 6/19/2014 4/1/2015 Acument AinsworthGlobal Engineered Technologies (Brookfield Capital (Platinum Partners) Equity) Merger Merger // Acquisition Acquisition Fontana Norbord Gruppo Manufacturer fasteners including Manufacturer and and distributor supplier ofof oriented strand boardadjuster gears, blind fastening systems, tools, stem and including flooring products, stairinstallation tread panels, stringers fasteners and lock bolts risers for stairs 5/31/2014 Furniture 3/9/2015 Whalen AF Lighting Manufacturing (Consortium of PE firms) (HCI Equity Partners) Merger Merger // Acquisition Acquisition Li & Fung Almo Manufacturer ofspecialty furniture lighting including home Manufacturer and and wholesaler distributor of and furniture, storage and entertainment storageand retail electrical garage products through catalogs, online portals systems outlets 5/14/2014 Pools 2/24/2015 Paddock M&M Manufacturing (Lincolnshire Management) (TGF Management) Merger Merger // Acquisition Acquisition Paddock Pools MiTek Industries Management Provider ofof pool construction services and related backyard Fabricator custom sheet metal products for residential accessories in the Arizona and Nevada markets of the and commercial applications United States 4/16/2014 1/29/2015 Carpets MonarchN More (Levine Leichtman Capital (Taylor Morrison Home) Partners) Merger Merger // Acquisition Acquisition Youthstream Mattamy Homes Media Networks Provider products and flooring Provider of of flooring construction services includinginstallation the development services to the home builder and homes consumer in and construction of single-family andmarkets condominiums Southern Nevada. $5.5 $278.3 4/9/2014 Taylor Lumber 1/16/2015 CENTRIA Incorporated (Resilience Capital Fund; (Riverfront Capital Partners) SMST Management) Merger Merger // Acquisition Acquisition Ohio Valley Inc.; NCI Group, Veneer Steelbuilding.com Producer hardwoods, and flooring products for the Designer,of developer, andlumber manufacturer of engineered wall, construction industry roof, and floor systems, as well as provides coil coating $245.0 3/26/2014 Hardwood 1/14/2015 American Climatec Building Industries Technologies Group (H.I.G. Capital) (Pegasus Capital Advisors) Merger Merger // Acquisition Acquisition Baillie RobertLumber Bosch Manufacturer of lumber products usingautomation, a variety of security Provider of energy efficiency, building hardwoods, including white oak, cherry, hard maple, red oak and life-safety services and other species $226.0 2/13/2014 Building Products 12/2/2014 Installed AERCO International (Littlejohn & Co,Company) Primus (The Riverside Capital) IPO Merger / Acquisition Watts Water Technologies Manufacturer, distributor and of installation of air Provider and manufacturer of provider boilers, venting systems, building including separator, insulations,pump shower doors, valves filtration products system, hydraulic products, mirrors, garage doors and fireplaces and related products $94.2 $264.5 2/4/2014 Continental Building Sales 11/5/2014 National Diversified Products (Graham Partners) (Lone Star Funds) IPO Merger / Acquisition Norma Group Manufacturer of plasterboard and other gypsum based and Provider of water management services for residential products commercial markets in North America and Europe $164.7 $285.0 10/31/2014 Trussbilt (Sentinel Capital Partners) Merger / Acquisition American Steel Products Designer and manufacturer of security products including doors, wall panels, frames, security ceilings and floors 10/31/2014 Rostra Tool (Buckingham Capital Partners, Ironwood Capital) Merger / Acquisition Oetiker Group Designer and producer of hand tools in the United States 10/3/2014 Fairmount Santrol (American Securities, PNC Erieview Capital) IPO 9/22/2014 CGI Windows and Doors (Cortec Group) Merger / Acquisition 9/18/2014 Industrial Distribution Group Merger / (Luther King Capital Acquisition Management) www.tmcapital.com $616.2 services Producer of industrial and commercial foundry resin-coated sand in the United States $400.0 PGT Industries Manufacturer of aluminum and vinyl impact-resistant windows and doors $111.0 Sonepar Iberica Provider of maintenance, repair, operating and production products and services in the United States and China - 21 - Building Products Industry Spotlight Case Study Case Study: Financial Sponsor Exit Builders FirstSource Announces Acquisition of ProBuild Holdings In April 2015, Builders FirstSource, a leading supplier and manufacturer of building products, announced its pending merger with ProBuild Holdings (“ProBuild”) from Devonshire Investors in an all-cash transaction worth $1.63 billion. The deal values ProBuild at approximately 9.6x 2014 adjusted EBITDA and is expected to close later in the second half of 2015. ProBuild was founded in 2006 by Devonshire Investors, the private equity arm of Fidelity Investments. With approximately $4.5B of revenue in 2014, the company is one of the largest manufacturers and distributors of building materials to professional builders, contractors and project-oriented consumers across 40 states. Builders FirstSource has been tremendously acquisitive and has completed six acquisitions since 2011. The combined entity is set to create a diversified national building products distributor with approximately $6 billion in annual sales. This will make them the largest supplier of Building Products to professional homebuilders in the United States. As a result of this transaction, Builders FirstSource anticipates realizing significant cost savings, product portfolio diversification, an expanded geographic footprint and margin expansion. The execution of such a transaction demonstrates the company’s confidence in the favorable timing and growth potential of its industry. Driven by strong financial performance and sector tailwinds, there has been a meaningful uptick in strategic M&A activity, with no signs of slowdown. Some other significant strategic transactions that have recently been announced or closed include: BMC’s announced acquisition of STOCK Building Supply, US LBM’s acquisition of Lampert Yards in May 2015 and Fortune Brands’ acquisition of Norcraft Companies in March 2015. “As the U.S. housing market continues its recovery, we believe now is the ideal time to position Builders FirstSource for its next phase of growth and value creation. Together we will establish a broader, more efficient platform of manufacturing and distribution capabilities, supported by high-quality service from the best talent in the industry.” – Floyd Sherman, Chief Executive Officer of Builders FirstSource www.tmcapital.com - 22 - Building Products Industry Spotlight Valuation Considerations Valuation Considerations The charts below illustrate the valuation metrics and stock performance of the Building Products industry by major sub-segment. In general, consumer-facing companies with strong brand names trade at a premium to more commoditized companies that rely heavily on raw material inputs (e.g. roofing, siding and insulation). Since the last report, the overall industry has seen an expansion in TEV / EBITDA multiples, with companies realizing significant sales and earnings growth and buyers willing to pay higher premiums to capture industry tailwinds. All of the sectors across the Building Products category have outperformed the S&P 500 over the past five years, with the exception of the roofing, siding and insulation category. Figure 20: Guideline Public Company TEV / EBITDA Multiple 15.0x 13.3x 13.7x 12.6x 10.8x 10.0x 9.3x 10.4x 10.3x 9.5x 9.9x 9.2x 11.2x 10.9x 10.8x 10.7x 9.7x 8.6x 2014E 8.7x 9.9x 12.4x 11.2x 10.9x 10.7x 9.3x 8.0x 5.0x 0.0x LTM 2015E 2016P LTM 2015E 2016P Windows & Doors and Cabinetry Plumbing & Hardware LTM 2015E 2016P HVAC & Lighting LTM 2015E2016P Surfaces LTM 2015E2016P LTM 2015E 2016P Roofing, Siding & Insulation Materials LTM 2015E 2016P Distributors Source: Capital IQ LTM 2015E 2016P TM Capital Building Products Index Figure 21: Historical TEV / EBITDA Multiple 30.0x 25.0x Windows & Doors and Cabinets Roofing, Siding & Insulation 20.0x Distributors Surfaces 15.0x Plumbing & Hardware 10.0x Materials 5.0x HVAC & Lighting — Dec-08 Jun-09 Dec-09 Jun-10 Dec-10 Jun-11 Dec-11 Jun-12 Dec-12 Jun-13 Dec-13 Jun-14 Dec-14 Jun-15 S&P 500 Source: Capital IQ Figure 22: 5-Year Stock Performance Surfaces 300.0% Distributors Plumbing & Hardware 200.0% Materials 100.0% Windows & Doors and Cabinetry HVAC & Lighting 0.0% (100.0%) Jun-10 S&P 500 Roofing, Siding & Insulation Dec-10 Jun-11 Dec-11 Jun-12 Dec-12 Jun-13 Source: Capital IQ - 23 - Dec-13 Jun-14 Dec-14 Jun-15