TRANSPORTATION & LOGISTICS

Transcription

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

2 WHAT WE RE READING U.S. AUTO SALES SURGE IN DECEMBER Auto makers reported their strongest annual U.S. sales since 2006, taking advantage of low fuel prices and interest rates to rebound from a global financial crisis that hammered results and forced some companies to undergo governmentbrokered restructurings. Automakers sold just under 1.5 million light vehicles in December, a 6.4% increase in daily sales compared with same-month year-ago. December deliveries brought full-year sales to 16.4 million light vehicles, a 5.3% improvement over 2013, that made 2014 the industry s best year since WardsAuto GAS PRICES, LONGER-LIVED CARS LIFT AUTO PARTS STOCKS For years, auto parts retailers like AutoZone and O'Reilly Automotive have delivered steady financial gains, thanks to an aging fleet of cars on the road. As recession-weary consumers put off buying new vehicles, the average age of cars has continued to rise. So has demand for replacement parts and repair work. The upshot for the aftermarket parts industry has been a consistent flow of new business. Nasdaq VERIZON OFFERS TO HOOK UP DRIVERS OF DISCONNECTED, OLDER CARS Drivers of older cars can gain some of today's technology when Verizon Communications Inc. introduces a product linking them with its wireless network for help in a breakdown and advice on how to fix their aging set of wheels. At the Detroit auto show Tuesday, the wireless communications giant introduced "Verizon Vehicle," a service that diagnoses mechanical problems, dispatches tow trucks and pipes live mechanics into cars. Automotive News PRIVATE EQUITY'S LATEST FIX: AUTO-BODY REPAIR Buyout firms control three of the four largest collision-repair companies in the U.S. and are racing to gobble up independently owned shops and smaller chains in an effort to consolidate a fragmented industry and win more work from car insurers. With roughly 34,000 body shops in the U.S., according to Focus Investment Banking LLC, private-equity firms see plenty of room for more consolidation. Wall Street Journal CONTINUING CONSOLIDATION IN COLLISION REPAIR The collision repair industry continues to experience consolidation led by the Big Four consolidators, ABRA, Boyd, Caliber, and Service King. In 2014, they surpassed a combined 1,000 total locations. All four are actively expanding their platforms, as evidenced by the recent acquisitions highlighted in the below links. ABRA Boyd Caliber Service King CONTENTS M&A TRANSACTIONS PUBLIC MARKETS OVERVIEW STOCK PRICE PERFORMANCE OUR GROUP CONTACTS UNITED STATES Frank Mountcastle Managing Director fmountcastle@harriswilliams.com +1 (804) Jason Bass Managing Director jbass@harriswilliams.com +1 (804) Joe Conner Managing Director jconner@harriswilliams.com +1 (804) Jershon Jones Vice President jjones@harriswilliams.com +1 (804) Jeff Burkett Vice President jburkett@harriswilliams.com +1 (804) Jeff Kidd Vice President jkidd@harriswilliams.com +1 (804) EUROPE Jeffery Perkins Managing Director jperkins@harriswilliams.com +49 (0) SELF-DRIVING VEHICLE FEATURES COULD REPRESENT $42 BILLION MARKET BY 2025 Powered by surprisingly strong consumer interest, partially autonomous vehicles (AVs) are likely to penetrate the market as early as 2017, followed by a series of enhancements that will make fully self-driving cars a market reality in a decade and a common sight within two decades, according to new research by The Boston Consulting Group (BCG). AftermarketNews PAGE 1

3 M&A TRANSACTIONS RECENT M&A TRANSACTIONS 1,2 Date Target Business Description Acquirer 1/5/2015 ACCEL Performance Group, LLC Prominent performance aftermarket parts manufacturer with brands including ACCEL, Mr. Gasket, Mallory Ignition, Lakewood, QuickTime and Hays. 1/5/2015 Pohanka Collision Centers Inc Provider of automotive collision repair services in Virginia and Maryland. MSD LLC Caliber Collision Centers 1/2/2015 Grand Sport Auto Body Inc. Multi-location collision repair operator in Philadelphia. Service King Paint & Body, LLC 12/23/2014 US Farathane Corporation Designer, manufacturer, and supplier of engineered plastic injectionmolded components to the automotive industry. 12/10/2014 Commonwealth Laminating & Coating, Inc. Manufacturer of solar control window and specialty films for automotive, architectural, and safety and security applications. The Gores Group LLC; Evergreen Capital Partners LLC Eastman Chemical Co. 12/10/2014 National Pronto Association (Merger) Automotive program distribution group with a focus on marketing, technology, and buying. Federated Auto Parts 11/30/2014 BBB Industries, LLC Manufacturer and distributor of aftermarket vehicle parts. Pamplona Capital Management LLP 11/24/2014 Dealer Tire, LLC Value-added distributor of replacement tires and parts for automotive OEMs and their dealers. Lindsay Goldberg 11/3/2014 Mavis Tire Supply Corporation Online dealer of discount tires and provider of various products and services to the automotive aftermarket. ONCAP 10/31/2014 Qualitor Inc. Global supplier of branded aftermarket safety and wear products for the automotive aftermarket. Wellspring Capital Management LLC 10/9/2014 Sage Automotive Interiors, Inc. Designer, developer, and manufacturer of automotive bodycloth products and headliners to automotive manufacturers worldwide. Clearlake Capital Group, LLC 9/19/2014 Casco Automotive Group Inc. Manufacturer of electromechanical and electronic devices to automotive manufacturers. Amphenol Corporation 9/15/2014 TRW Automotive Holdings Corp. Provider of active and passive safety products and services to the automotive industry. ZF Friedrichshafen AG 9/8/2014 SoffSeal, Inc. Provider of classic car weatherstripping, rubber extrusions and rubber seals. Trim Parts Holdings Corp. (nka:restoration Parts Unlimited, Inc.) 8/28/2014 ABRA, Inc. Operator of auto body, paint, dent and collision repair centers. Hellman & Friedman LLC 8/21/2014 IXS (Line-X) Designer, manufacturer, and marketer of products and services for customized vehicles. Olympus Partners 8/21/2014 Mister Car Wash, Inc. Operator of a chain of car wash and lube centers in the United States. Leonard Green & Partners, L.P. 8/6/2014 ECS Tuning, Inc. Automotive e-commerce company focused on the Audi, BMW, Mercedes-Benz, Mini, Porsche and Volkswagen lines. Bertram Capital Management LLC PAGE 2

4 PUBLIC MARKETS OVERVIEW TRANSPORTATION & LOGISTICS TEV / LTM EBITDA TEV / 2015P EBITDA Dealerships and Services 13.2x Dealerships and Services 11.4x 11.9x 9.9x 9.6x 9.7x 7.3x 6.2x AVERAGE REVENUE GROWTH ( E) AVERAGE REVENUE GROWTH (2014E 2016P) Dealerships and Services 14.9% Dealerships and Services 8.9% 7.7% 7.2% 3.9% 5.0% 3.4% 3.6% AVERAGE EBITDA GROWTH ( E) AVERAGE EBITDA GROWTH (2014E 2016P) Dealerships and Services 15.5% Dealerships and Services 11.2% 9.1% 10.6% 8.9% 10.5% 3.1% 9.3% PAGE 3

5 STOCK PRICE PERFORMANCE TRANSPORTATION & LOGISTICS MEDIAN % CHANGE (1 MONTH) MEDIAN % CHANGE (12 MONTH) Dealerships and Service 0.3% Dealerships and Service 20.1% (1.9%) 9.5% (1.9%) (1.1%) (4.1%) (6.7%) TRAILING TWELVE MONTHS (Indexed to January 13, 2014) 40% 30% 20% 10% 0% (10%) (20%) 1/13/14 4/13/14 7/13/14 10/13/14 1/13/15 Dealerships and Service S&P 500 Index (^SPX) - Index Value PAGE 4

6 OUR GROUP TRANSPORTATION & LOGISTICS Harris Williams & Co. is a leading advisor to the transportation and logistics M&A market. Our Transportation & Logistics Group has experience across a broad range of sectors, including third-party logistics, rail and rail services, marine transportation, transportation equipment, niche transportation, automotive and heavy duty vehicle, and airport and aviation services CLOSED T&L TRANSACTIONS and DEEP EXPERIENCE ACROSS T&L SECTORS AUTOMOTIVE & HEAVY DUTY VEHICLE RAIL & RAIL SERVICES MARINE TRANSPORTATION TRANSPORTATION EQUIPMENT NICHE TRANSPORTATION THIRD-PARTY LOGISTICS AIRPORT & AVIATION SERVICES PAGE 5

7 OUR GROUP Harris Williams & Co. has a broad range of industry expertise, which create powerful opportunities. Our clients benefit form our deep-sector experience, integrated industry intelligence and collaboration across the firm, and our commitment to learning what makes them unique. For more information, visit our website at Aerospace, Defense & Government Services Building Products & Materials Business Services Consumer Industrials Energy & Power Healthcare & Lifesciences Specialty Distribution Technology, Media & Telecom Transportation & Logistics HARRIS WILLIAMS & CO. OFFICE LOCATIONS Boston Two International Place 24th Floor Boston, Massachusetts Phone: +1 (617) Fax: +1 (617) Cleveland 1900 East 9th Street 20th Floor Cleveland, Ohio Phone: +1 (216) Fax: +1 (216) Minneapolis 222 South 9th Street Suite 3350 Minneapolis, Minnesota Phone: +1 (612) Fax: +1 (612) UNITED STATES Philadelphia 1600 Market Street 21st Floor Philadelphia, Pennsylvania Phone: +1 (267) Fax: +1 (267) Richmond (U.S. Headquarters) 1001 Haxall Point 9th Floor Richmond, Virginia Phone: +1 (804) Fax: +1 (804) San Francisco 575 Market Street 31st Floor San Francisco, California 94105, USA Phone: +1 (415) Fax: +1 (415) EUROPE Frankfurt Bockenheimer Landstrasse Frankfurt Germany Phone: Fax: London 63 Brook Street London W1K 4HS, England Phone: +44 (0) Fax: +44 (0) Beijing Hong Kong Mumbai NETWORK OFFICES New Delhi Shanghai PAGE 6

8 PUBLIC COMPARABLES Automotive Aftermarket TRANSPORTATION & LOGISTICS Stock Performance Stock Price Change from 52-Week TEV / LTM EBITDA as of TEV / EBITDA TEV Jan-15 Dec-14 Prior Month Prior Year High % of High Jan-14 Jul-14 Current 2014E 2015P BorgWarner Inc. $12,294 $51.44 $52.76 (2.5%) (7.4%) $ % 10.7x 11.6x 8.9x 8.7x 7.8x Cooper Tire & Rubber Co. 2, % 35.3% % 4.9x 5.5x 5.3x 5.2x 6.1x Dorman Products, Inc. 1, (4.5%) (8.5%) % 13.3x 11.4x 10.6x 10.4x 9.4x Federal-Mogul Holdings Corporation 4, (5.4%) (26.9%) % 8.7x 8.2x 7.3x 6.9x 6.1x The Goodyear Tire & Rubber Company 13, (1.6%) 2.8% % 5.5x 6.1x 5.7x 5.6x 5.2x Modine Manufacturing Company (1.9%) (1.1%) % 5.8x 6.8x 6.0x 5.9x 5.4x Motorcar Parts of America, Inc (3.3%) 55.2% % 9.9x 11.0x 13.7x 10.5x 7.9x Remy International, Inc % (7.7%) % 6.9x 7.3x 6.8x 6.5x 6.2x Standard Motor Products Inc % 3.6% % 7.9x 9.2x 8.0x 8.3x 7.1x Tenneco Inc. 4, (2.8%) (7.3%) % 6.4x 7.0x 5.5x 5.4x 4.9x Visteon Corporation 5, % 18.4% % 8.4x 7.6x 8.8x 8.1x 6.9x Median (1.9%) (1.1%) 77.5% 7.9x 7.6x 7.3x 6.9x 6.2x Advance Auto Parts Inc. $12,870 $ $ (4.0%) 34.5% $ % 9.3x 11.1x 11.4x 10.5x 9.5x AutoZone, Inc. 23, (2.6%) 21.1% % 10.1x 10.4x 10.9x 11.1x 10.5x Genuine Parts Company 15, (5.3%) 18.9% % 11.3x 12.0x 12.5x 11.6x 10.9x LKQ Corp. 9, (4.2%) (17.5%) % 17.5x 13.4x 12.7x 12.1x 10.0x O'Reilly Automotive Inc. 19, (4.8%) 40.3% % 11.7x 12.7x 13.9x 13.6x 12.4x Pep Boys - Manny, Moe & Jack % (18.0%) % 7.6x 7.9x 9.3x 6.6x 8.4x U.S. Auto Parts Network, Inc (12.5%) 0.0% % 19.9x 17.4x 15.7x 11.8x 8.8x Uni-Select Inc (2.4%) (6.0%) % 12.4x 11.5x 10.6x 8.5x 7.9x Median (4.1%) 9.5% 91.0% 11.5x 11.7x 11.9x 11.3x 9.7x Dealerships and Service Asbury Automotive Group, Inc. $3,324 $72.93 $74.64 (2.3%) 46.4% $ % 10.8x 12.4x 12.2x 11.6x 10.6x AutoNation Inc. 11, % 18.3% % 12.5x 14.0x 12.9x 12.6x 11.8x Boyd Group Income Fund (0.3%) 31.6% % 17.1x 13.6x 15.2x 12.6x 10.7x CarMax Inc. 22, % 42.1% % 17.8x 19.5x 21.7x 22.4x 20.6x Copart, Inc. 4, (2.6%) (0.8%) % 14.6x 13.4x 11.1x 12.2x 11.1x Group 1 Automotive Inc. 4, (7.3%) 26.8% % 10.5x 12.6x 12.0x 12.6x 11.5x KAR Auction Services, Inc. 7, % 20.1% % 14.0x 15.3x 15.8x 12.4x 11.4x Lithia Motors Inc. 3, % 34.5% % 11.6x 14.8x 13.2x 12.8x 9.7x Monro Muffler Brake Inc. 2, % 4.7% % 15.8x 13.9x 15.0x 16.7x 14.6x Penske Automotive Group, Inc. 7, % 9.0% % 14.7x 15.1x 14.1x 14.1x 12.5x Sonic Automotive Inc. 3, (2.8%) 14.7% % 10.3x 11.3x 10.7x 11.3x 10.5x Median 0.3% 20.1% 93.5% 14.0x 13.9x 13.2x 12.6x 11.4x PAGE 7

9 PUBLIC COMPARABLES CONT. TRANSPORTATION & LOGISTICS Automotive Aftermarket Stock Performance Stock Price Change from 52-Week TEV / LTM EBITDA as of TEV / EBITDA TEV Jan-15 Dec-14 Prior Month Prior Year High % of High Jan-14 Jul-14 Current 2014E 2015P Bayerische Motoren Werke Aktiengesellschaft $145,667 $ $ (3.7%) (7.9%) $ % 10.5x 10.4x 9.8x 9.2x 9.3x Daimler AG 178, % (0.7%) % 8.8x 8.3x 8.0x 9.5x 9.4x Ford Motor Co. 155, % (5.6%) % 12.2x 14.0x 14.9x 19.1x 13.6x General Motors Company 75, % (10.9%) % 5.7x 8.0x 9.3x 6.7x 4.9x Harley-Davidson, Inc. 18, (3.4%) (4.5%) % 14.7x 12.7x 12.5x 12.3x 11.1x Navistar International Corporation 6, (12.4%) (17.0%) % NM NM NM 27.4x 10.1x Oshkosh Corporation 3, (7.2%) (18.9%) % 7.1x 8.9x 6.2x 6.1x 6.0x PACCAR Inc. 28, (3.5%) 11.9% % 12.8x 13.2x 12.2x 13.8x 11.6x Toyota Motor Corporation 316, % 4.5% % 8.9x 9.1x 9.4x 10.0x 9.9x Volkswagen AG NA (4.6%) (19.7%) % NM NM NM NM NM Median (3.4%) (6.7%) 89.4% 9.7x 9.7x 9.6x 10.0x 9.9x PAGE 8

10 PUBLIC COMPARABLES CONT. Automotive Aftermarket Revenue Revenue Growth EBITDA EBITDA Growth E 2015P 2016P '11-14E '14E-16P E 2015P 2016P '11-14E '14E-16P BorgWarner Inc. $7,115 $7,183 $7,437 $8,313 $8,610 $10, % 11.9% $1,073 $1,114 $1,224 $1,405 $1,572 $1, % 12.7% Cooper Tire & Rubber Co. 3,908 4,201 3,439 3,416 3,042 3,088 (4.4%) (4.9%) % (5.0%) Dorman Products, Inc % 11.8% % 9.4% Federal-Mogul Holdings Corporation 6,719 6,444 6,786 7,410 8,020 9, % 10.5% % 15.1% The Goodyear Tire & Rubber Company 22,767 20,992 19,540 18,297 18,263 18,909 (7.0%) 1.7% 1,893 1,819 2,105 2,364 2,540 2, % 7.3% Modine Manufacturing Company 1,448 1,577 1,376 1,448 1,538 1,580 (0.0%) 4.5% % 11.1% Motorcar Parts of America, Inc % 21.1% % 26.3% Remy International, Inc. 1,195 1,134 1,119 1,185 1,198 1,271 (0.3%) 3.6% (6.3%) 7.0% Standard Motor Products Inc ,015 1, % 3.4% NA 10.5% NM Tenneco Inc. 7,205 7,363 7,964 8,463 8,947 9, % 7.0% % 9.4% Visteon Corporation 7,532 6,857 7,439 7,628 8,663 9, % 9.2% % 12.3% Total $59,438 $57,449 $56,961 $58,157 $60,460 $65, % 7.2% $5,492 $5,542 $6,076 $6,914 $7,480 $8, % 10.6% Advance Auto Parts Inc. $6,170 $6,205 $6,494 $9,885 $10,072 $10, % 2.7% $841 $847 $901 $1,256 $1,373 $1, % 8.7% AutoZone, Inc. 8,073 8,604 9,148 9,498 10,112 10, % 5.3% 1,691 1,841 2,002 2,089 2,219 2, % 6.0% Genuine Parts Company 12,459 13,014 14,078 15,255 15,857 16, % 3.8% 998 1,122 1,159 1,303 1,386 1, % 9.3% LKQ Corp. 3,270 4,123 5,063 6,781 7,469 8, % 9.3% , % 23.2% O'Reilly Automotive Inc. 5,789 6,182 6,649 7,190 7,674 8, % 6.2% 1,030 1,155 1,287 1,448 1,586 1, % 8.5% Pep Boys - Manny, Moe & Jack 1,989 2,064 2,091 2,108 2,089 2, % 0.9% (7.1%) 5.3% U.S. Auto Parts Network, Inc (5.1%) 9.9% NM NM Uni-Select Inc. 1,781 1,798 1,788 1,783 1,819 1, % 2.0% % 3.9% Total $39,857 $42,293 $45,565 $52,780 $55,399 $57, % 5.0% $5,250 $5,691 $6,178 $7,144 $7,769 $8, % 9.3% Dealerships and Service Asbury Automotive Group, Inc. $4,004 $4,475 $5,128 $5,844 $6,243 $6, % 7.2% $135 $208 $244 $292 $317 $ % 8.0% AutoNation Inc. 13,305 15,020 16,674 18,936 20,053 21, % 5.6% , % 8.0% Boyd Group Income Fund % 12.3% % 15.4% CarMax Inc. 8,976 10,004 10,963 12,679 14,263 15, % 11.6% ,070 1, % 9.0% Copart, Inc ,046 1,165 1,217 1, % 4.9% % 9.1% Group 1 Automotive Inc. 5,884 7,216 8,607 9,855 10,468 11, % 5.9% % 13.7% KAR Auction Services, Inc. 1,886 1,963 2,173 2,338 2,475 2, % 5.0% % 6.4% Lithia Motors Inc. 2,549 3,204 3,867 5,305 7,513 7, % 22.7% % 20.4% Monro Muffler Brake Inc , % 9.7% % 15.9% Penske Automotive Group, Inc. 10,769 12,762 14,330 17,208 18,760 19, % 7.4% % 10.1% Sonic Automotive Inc. 7,312 8,115 8,571 9,308 9,705 10, % 5.4% % 6.9% Total $56,545 $64,806 $72,636 $84,188 $92,424 $98, % 8.9% $3,362 $3,809 $4,151 $4,741 $5,237 $5, % 11.2% PAGE 9

11 PUBLIC COMPARABLES CONT. Automotive Aftermarket Revenue Revenue Growth EBITDA EBITDA Growth E 2015P 2016P '11-14E '14E-16P E 2015P 2016P '11-14E '14E-16P Bayerische Motoren Werke Aktiengesellschaft $66,659 $75,546 $77,372 $95,889 $97,167 $101, % 3.0% $13,439 $13,956 $14,488 $15,620 $15,533 $16, % 2.1% Daimler AG 122, , , , , , % 2.8% 18,444 19,337 20,964 18,707 18,668 19, % 2.9% Ford Motor Co. 128, , , , , , % 5.5% 12,163 11,450 12,243 8,196 10,803 12,878 (12.3%) 25.4% General Motors Company 148, , , , , , % 2.5% 12,648 11,361 12,105 11,245 15,228 16,011 (3.8%) 19.3% Harley-Davidson, Inc. 4,662 4,943 5,258 5,596 6,015 6, % 6.8% 1,078 1,198 1,319 1,489 1,626 1, % 8.9% Navistar International Corporation 13,441 12,527 10,617 10,782 12,100 12,914 (7.1%) 9.4% 958 (468) (375) NM NM Oshkosh Corporation 7,539 8,141 7,665 6,741 6,522 6,569 (3.7%) (1.3%) (1.9%) 4.6% PACCAR Inc. 15,326 15,952 15,949 17,818 19,306 20, % 7.1% 1,807 1,927 2,047 2,050 2,371 2, % 16.4% Toyota Motor Corporation 215, , , , , , % (2.2%) 19,838 17,273 26,711 30,695 31,344 36, % 8.4% Volkswagen AG 184, , , , , , % 2.2% 22,826 25,047 27,273 29,545 30,917 33, % 6.7% Total $907,026 $967,163 $1,013,832 $1,073,849 $1,071,476 $1,116, % 3.6% $103,868 $101,591 $117,412 $118,511 $127,803 $140, % 10.5% PAGE 10

12 TRANSPORTATION & LOGISTICS SOURCES 1. Capital IQ. 2. MergerMarket. DISCLOSURES Harris Williams & Co. ( is a preeminent middle market investment bank focused on the advisory needs of clients worldwide. The firm has deep industry knowledge, global transaction expertise, and an unwavering commitment to excellence. Harris Williams & Co. provides sell-side and acquisition advisory, restructuring advisory, board advisory, private placements, and capital markets advisory services. Investment banking services are provided by Harris Williams LLC, a registered broker-dealer and member of FINRA and SIPC, and Harris Williams & Co. Ltd, which is authorised and regulated by the Financial Conduct Authority. Harris Williams & Co. is a trade name under which Harris Williams LLC and Harris Williams & Co. Ltd conduct business. THIS REPORT MAY CONTAIN REFERENCES TO REGISTERED TRADEMARKS, SERVICE MARKS AND COPYRIGHTS OWNED BY THIRD-PARTY INFORMATION PROVIDERS. NONE OF THE THIRD-PARTY INFORMATION PROVIDERS IS ENDORSING THE OFFERING OF, AND SHALL NOT IN ANY WAY BE DEEMED AN ISSUER OR UNDERWRITER OF, THE SECURITIES, FINANCIAL INSTRUMENTS OR OTHER INVESTMENTS DISCUSSED IN THIS REPORT, AND SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY STATEMENTS MADE IN THE REPORT OR FOR ANY FINANCIAL STATEMENTS, FINANCIAL PROJECTIONS OR OTHER FINANCIAL INFORMATION CONTAINED OR ATTACHED AS AN EXHIBIT TO THE REPORT. FOR MORE INFORMATION ABOUT THE MATERIALS PROVIDED BY SUCH THIRD PARTIES, PLEASE CONTACT US AT THE ABOVE ADDRESSES OR NUMBERS. The information and views contained in this report were prepared by Harris Williams & Co. ( Harris Williams ). It is not a research report, as such term is defined by applicable law and regulations, and is provided for informational purposes only. It is not to be construed as an offer to buy or sell or a solicitation of an offer to buy or sell any financial instruments or to participate in any particular trading strategy. The information contained herein is believed by Harris Williams to be reliable, but Harris Williams makes no representation as to the accuracy or completeness of such information. Harris Williams and/or its affiliates may be market makers or specialists in, act as advisers or lenders to, have positions in and effect transactions in securities of companies mentioned herein and also may provide, may have provided, or may seek to provide investment banking services for those companies. In addition, Harris Williams and/or its affiliates or their respective officers, directors and employees may hold long or short positions in the securities, options thereon or other related financial products of companies discussed herein. Opinions, estimates and projections in this report constitute Harris Williams judgment and are subject to change without notice. The financial instruments discussed in this report may not be suitable for all investors, and investors must make their own investment decisions using their own independent advisors as they believe necessary and based upon their specific financial situations and investment objectives. Also, past performance is not necessarily indicative of future results. No part of this material may be copied or duplicated in any form or by any means, or redistributed, without Harris Williams prior written consent. Copyright 2015 Harris Williams & Co., all rights reserved. PAGE 11