TRANSPORTATION & LOGISTICS

Transcription

1 Harris Williams & Co. Ltd is a private limited company incorporated under English law having its registered office at 5th Floor, 6 St. Andrew Street, London EC4A 3AE, UK, registered with the Registrar of Companies for England and Wales under company number Directors: Mr. Ned Valentine, Mr. Paul Poggi, Mr. Thierry Monjauze and Mr. Aadil Khan, authorised and regulated by the Financial Conduct Authority. Harris Williams & Co. Ltd Niederlassung Frankfurt (German branch) is registered in the Commercial Register (Handelsregister) of the Local Court (Amtsgericht) of Frankfurt am Main, Germany, under registration number HRB 96687, having its business address at Bockenheimer Landstrasse 33-35, Frankfurt am Main, Germany. Permanent Representative (Ständiger Vertreter) of the Branch Niederlassung: Mr. Jeffery H. Perkins.

2 WHAT WE RE READING BREXIT CHALLENGES THE AUTOMOTIVE INDUSTRY TO DEFEND FREE TRADE In an industry as capital-intensiv e as automotiv e, shifts in manufacturing respond to long-term interest s, not short-term instability. Non e of the automakers present in Britain has su ggested any near-term imperativ e to recalibrate its European manufacturing footprint. The U.K. and EU automotiv e industries are highly integrated su ch that industry support for accession of the U.K. into the European Free Trade Area (EFT A) or some other arrangement to maintain the status quo ante is likely to be strong. Aftermarket News RACE ON SELF-DRIVING CAR INFRASTRUCTURE Both Michigan and California are currently in a race to control the self-driv ing car infrastru cture as a part of the national scra mble to secure federal funds, manufacturing jobs and inv estments. Michigan holds a stron g lead due to its rich manufacturing base and its history as the birthplace of the automobile. Yet, the state is not currently an attractiv e place for research on autonomous cars. California, on the other hand, threatens Michigan because of its advanced infrastructure and its connection with Silicon Valley. The other major players in connection with this race are Texas, Pittsburgh and Columbus. The Legal Examiner AUTOMOTIVE AFTERMARKET PARTS ARE ONE OF THE U.S. TOP EXPORTS Althou gh most countries that manufacture automobiles continue to make most of their own parts, foreign auto manufacturers do continue to rely on United States manufacturers for sophisticated, expensiv e, and light-weight original equipment parts (e.g., computer modules and light-weight alloy wheels). In addition, the United States remains a large supplier of expensiv e afterma rket parts in countries that do not manufacture their own parts. These a ftermarket parts in clude replacement parts, as well as luxury or specialty performance-enhancing parts. JDSUPRA Business Adv isor EXPEDITED SERVICE IS KEY TO MANUFACTURERS AFTERMARKET SUCCESS Aftermarket sales and serv ices hav e become strategically important businesses for a growing number of manufacturers. One analysis of leading OEMs found aftermarket activ ity can account for as mu ch as 40 to 60 percent of total rev enue, and 50 to 90 percent of gross margin. Similar research by IDC Manufacturing Insights found 35 percent of manufacturers rely on a ftermarket sales for more than half of their rev enue. Manufacturing Business Technology NON-GENUINE CAR PARTS AREN T NECESSARILY BAD According to M IWA, market research indicates that the quality of aftermarket parts has increased ov er the past decade, raising confiden ce amon gst workshop owners, serv ice technicians and motorists alike. OEMs do not manufacture their own parts and up to 80% of the parts that are used in the manufacture of the motor v ehicle, are manufactured by outside suppliers who then supply the OEMs. These manufacturers supply those exact parts to the independent aftermarket yet the OEMs stigmatize these as non-genuine, inferior aftermarket parts. The reason aftermarket parts often out-perform OEM parts is that aftermarket companies analyze weaknesses in OEM parts and through a process of rev erse-engineerin g, they are able to eradicate weaknesses and flaws Biz Community CONTENTS M &A TRANSACTIONS PUBLIC M ARKETS OVERVIEW STOCK PRICE PERFORM ANCE OUR GROUP CONTACTS UNITED STATES Frank Mountcastle M anaging Director fmountcastle@harriswilliams.com +1 (804) Jason Bass M anaging Director jbass@harrisw illiams.com +1 (804) Joe Conner M anaging Director jconner@harrisw illiams.com +1 (804) Jershon Jones Director jjones@harrisw illiams.com +1 (804) Jeff Burkett Director jburkett@harriswilliams.com +1 (804) Jeff Kidd Vice President jkidd@harrisw illiams.com +1 (804) James O Malley Vice President jomalley@harriswilliams.com +1 (804) EUROPE Jeffery Perkins M anaging Director jperkins@harrisw illiams.com +49 (0) PAGE 1

3 M&A TRANSACTIONS RECENT M&A TRANSACTIONS 1,2 Date Target Business Description Acquirer 7/6/2016 Baja Designs, Inc. Develops and manufactures specialty aftermarket motorcycle and automotive lighting systems. Bestop, Inc. 7/1/2016 ABC Group, Inc. (Canada) Designs, develops, and produces plastic automotive systems. Cerberus Capital Management LP 7/1/2016 Jayco, Inc. Develops, markets, and manufactures recreational vehicles and accessories. Thor Industries, Inc. 6/28/2016 UQM Technologies Inc. Manufactures electrical motors, generators and hybrid systems for passenger and commercial vehicles. American Compass Inc. 6/21/2016* Auto-Camping Ltd. Distributes imported OEM automobile parts and fluids in Canada. Genuine Parts Co. 6/16/2016* Dejana Truck & Utility Equipment Co., Inc. Offers a variety of truck equipment. Douglas Dynamics, Inc. 6/9/2016 Rimstock Plc Designs, manufactures, and supplies alloy wheels. Rimstock Plc /Private Group/ 6/2/2016* FTE Automotive GmbH Manufactures brake and clutch actuation systems. Valeo SA 6/2/2016* OEConnection LLC Provides original equipment replacement parts solutions. Providence Equity Partners, Inc. 5/23/2016* Bridgestone Firestone Venezolana CA Offers tires and rubber products in Venezuela. Corimon CA 5/17/2016 4Knines Manufactures and supplies dog seat covers for cars. Hall Capital Partners 5/16/2016 Rear View Safety, Inc. Provides back up camera systems and video-based road safety solutions for passenger vehicles. Safe Fleet Acquisition Corp. 5/11/2016 Grand Rapids Auto Auction, Inc. Provides dealer-to-dealer auto auction services within the used car remarketing industry. XLerate Group / Huron Capital Partners 5/9/2016 Johann Hay GmbH und Co. KG Automobiltechnik Manufactures and supplies machined and forged components for automotive, commercial vehicles, and bearing industries in Germany and internationally. 4/19/2016 Laydon Composites Ltd. Designs and manufactures aerodynamic devices for heavy-duty trucks and trailers in North America and internationally. Musashi Seimitsu Industry Co., Ltd. WABCO Holdings Inc. 4/18/2016 Sperry & Rice Manufacturing Company, LLC Manufactures and markets rubber and sponge extrusions for appliance, automotive, construction, and truck and bus industries. Salt Creek Capital II, LLC 4/15/2016 Zitco, Inc. Distributes automotive paints and coatings. Finishmaster Inc. 4/11/2016* Kovatch Mobile Equipment Corporation Designs, manufactures, and distributes customized specialty trucks, chassis, and vehicles. REV Group, Inc. *Denot es pending t ransactions PAGE 2

4 PUBLIC MARKETS OVERVIEW TEV / LTM EBITDA TEV / 2016P EBITDA 12.8x 12.3x Dealerships and Services Providers 11.7x Dealerships and Services Providers 11.7x 8.0x 9.5x 7.1x 6.1x AVERAGE REVENUE GROWTH ( ) AVERAGE REVENUE GROWTH ( P) Dealerships and Services Providers 13.9% Dealerships and Services Providers 6.5% 6.6% 5.3% (0.7%) 4.3% (1.8%) (0.7%) AVERAGE EBITDA GROWTH ( ) AVERAGE EBITDA GROWTH ( P) Dealerships and Services Providers 16.1% 16.9% 7.0% 9.9% 5.9% Dealerships and Services Providers 8.8% 4.7% (1.6%) PAGE 3

5 STOCK PRICE PERFORMANCE MEDIAN % CHANGE (1 MONTH) MEDIAN % CHANGE (12 MONTH) Distributors and Retailers 6.2% Distributors and Retailers 16.2% Dealerships and Service Providers 4.5% S&P % S&P % (7.9%) Vehicle Manufacturers 0.3% Vehicle Manufacturers (18.5%) (1.1%) Dealerships and Service Providers (21.7%) TRAILING TWELVE MONTHS (Indexed t o July 12, 2015) 40% 30% 20% 10% 0% (10%) (20%) (30%) (40%) Jul-15 Oct-15 Jan-16 Apr-16 Jul-16 Dealerships and Service Providers S&P 500 Index PAGE 4

6 INDUSTRY UPDATE JULY 2016 OUR GROUP Harris Williams & Co. is a leading adv isor to the t ransportation and logistics M&A market. Our Transportation & Logistics Group serv es companies in a broad range of attractiv e niches, including third-party logistics (3PL), tru ck, rail, marine and air transportation, transportation equipment, and the automotiv e and heav y duty v ehicle market. RECENTLY CLOSED T&L TRANSACTIONS has merged with an operating company of has acquired in a recapitalization by and RCL Services Group in partnership with and has sold and to DEEP EXPERIENCE ACROSS T&L SECTORS THIRD-PARTY LOGISTICS RAIL & RAIL SERVICES MARIN E TRANSPORTATION TRANSPORTATION EQUIPMENT N ICHE TRANSPORTATION AUTOMOTIVE & HEAVY DUTY VEHICLE AIR TRANSPORTATION PAGE 5

7 OUR FIRM Harris Williams & Co. has a broad range of industry expertise, which creates powerful opportunities. Our clients benefit from our deep-sector experience, integrated industry intelligence and collaboration across the firm, and our commitment to learning w hat makes them unique. For more information, visit our website. Aerospace, Defense & Government Services Building Products & M aterials Business Services Consumer Energy, Power & Infrastructure Healthcare & Life Sciences Industrials Specialty Distribution Technology, M edia & Telecom Transportation & Logistics HARRIS WILLIAMS & CO. OFFICE LOCATIONS Boston Tw o International Place 24th Floor Boston, M assachusetts Phone: +1 (617) Cleveland 1900 East 9th Street 20th Floor Cleveland, Ohio Phone: +1 (216) Minneapolis 222 South 9th Street Suite 3350 M inneapolis, M innesota Phone: +1 (612) UNITED STATES Richmond (Headquarters) 1001 Haxall Point 9th Floor Richmond, Virginia Phone: +1 (804) San Francisco 575 M arket Street 31st Floor San Francisco, California Phone: +1 (415) EUROPE Frankfurt Bockenheimer Landstrasse Frankfurt Germany Phone: London 63 Brook Street London W1K 4HS, England Phone: +44 (0) Beijing Hong Kong Mumbai NETWORK OFFICES New Delhi Shanghai PAGE 6

8 PUBLIC COMPARABLES Stock Performance Stock Price Change from 52-Week TEV / LTM EBITDA as of TEV / EBITDA ($ in millions except per share data) TEV Current Prior Month Prior Year High % of High Jul-15 Jan-16 Current 2016P 2017P Automotive Aftermarket BorgWarner Inc. $9,110 $31.34 (6.9%) (42.8%) $ % 9.9x 7.8x 6.7x 6.2x 5.9x Cooper Tire & Rubber Company 1, (0.3%) (6.5%) % 3.9x 3.4x 2.8x 3.3x 3.6x Dorman Products, Inc. 1, % 17.8% % 10.9x 9.1x 11.3x 10.7x 9.9x Federal-Mogul Holdings Corp 4, % (13.5%) % 9.0x 6.9x 7.4x 6.1x 5.7x Goodyear Tire & Rubber Company 12, (1.1%) (7.8%) % 5.7x 5.9x 6.0x 4.8x 4.8x Modine Manufacturing Company (3.7%) (6.8%) % 5.8x 6.6x 2.5x 4.6x 4.1x Motorcar Parts of America, Inc (1.1%) (10.5%) % 15.0x 14.1x 11.4x 6.5x 5.8x Standard Motor Products, Inc % 16.4% % 8.6x 9.3x 10.0x 8.8x 7.9x Tenneco Inc. 3, (8.4%) (8.0%) % 5.8x 4.5x 5.0x 4.8x 4.5x Visteon Corporation 2, (8.9%) (33.9%) % 4.0x 8.7x 13.5x 7.2x 6.4x Median (1.1%) (7.9%) 77.7% 7.2x 7.3x 7.1x 6.1x 5.7x Advance Auto Parts, Inc. $13,204 $ % (3.4%) $ % 11.2x 10.5x 11.4x 10.7x 10.0x AutoZone, Inc. 29, % 16.9% % 9.8x 11.9x 12.6x 12.3x 11.5x Genuine Parts Company 16, % 16.2% % 11.4x 9.9x 13.0x 12.6x 11.5x LKQ Corporation 12, % 8.6% % 13.2x 11.4x 14.9x 12.2x 10.6x O'Reilly Automotive, Inc. 28, % 15.1% % 15.9x 14.6x 15.7x 14.7x 13.5x U.S. Auto Parts Network, Inc % 92.1% % NA NA NM 14.6x 12.5x Uni-Select Inc. 1, % 42.2% % 7.2x 10.7x 12.4x 11.7x 10.5x Median 6.2% 16.2% 97.7% 11.3x 11.1x 12.8x 12.3x 11.5x Dealerships and Service Providers Asbury Automotive Group, Inc. $3,139 $ % (39.6%) $ % 12.4x 9.7x 9.7x 9.6x 9.2x AutoNation, Inc. 12, % (21.7%) % 13.2x 11.6x 12.2x 11.9x 11.0x Boyd Group Income Fund 1, % 33.5% % 10.9x 10.2x 15.6x 12.4x 10.8x CarMax, Inc. 21, % (19.8%) % NM NM NM 17.3x 16.4x Copart, Inc. 6, % 39.3% % 12.3x 11.5x 14.7x 14.1x 13.1x Group 1 Automotive, Inc. 4, (6.3%) (40.9%) % 11.8x 10.3x 9.8x 9.6x 10.2x KAR Auction Services, Inc. 7, % 13.7% % 11.2x 10.4x 11.5x 10.2x 9.3x Lithia Motors, Inc. Class A 4, % (31.1%) % 15.2x 11.2x 10.4x 9.9x 9.3x Monro Muffler Brake, Inc. 2, % 9.7% % 15.4x 15.3x 16.1x 14.9x 13.3x Penske Automotive Group, Inc. 7, (8.3%) (35.5%) % 14.4x 12.2x 11.9x 11.7x 11.1x Sonic Automotive, Inc. Class A 3, % (23.5%) % 11.7x 10.5x 10.4x 10.4x 9.8x Median 4.5% (21.7%) 76.4% 12.4x 10.9x 11.7x 11.7x 10.8x PAGE 7

9 PUBLIC COMPARABLES Stock Performance Stock Price Change from 52-Week TEV / LTM EBITDA as of TEV / EBITDA ($ in millions except per share data) TEV Current Prior Month Prior Year High % of High Jul-15 Jan-16 Current 2016P 2017P Automotive Aftermarket Bayerische Motoren Werke AG $148,226 $ % (22.4%) $ % 8.0x 7.8x 7.6x 9.1x 8.8x Daimler AG 164, (1.8%) (30.6%) % 6.6x 6.7x 7.1x 8.2x 7.4x Ford Motor Company 155, % (8.1%) % 13.0x 9.6x 8.7x 11.7x 11.6x General Motors Company 96, % (3.4%) % 6.1x 5.7x 5.8x 5.9x 5.8x Harley-Davidson, Inc. 15, % (12.2%) % 12.4x 11.1x 11.6x 11.6x 11.1x Navistar International Corporation 5, (1.6%) (34.8%) % 11.7x 8.6x 9.6x 9.8x 9.0x Oshkosh Corp 4, % 18.1% % 7.7x 7.2x 9.8x 10.2x 8.4x PACCAR Inc 24, (1.4%) (16.2%) % 8.9x 6.6x 7.4x 9.3x 9.6x Toyota Motor Corp. 289, (1.1%) (20.8%) % 8.8x 8.4x 7.9x 9.8x 9.5x Volkswagen AG Pref 200, (8.8%) (42.9%) % 7.0x 7.9x 8.0x 6.7x 6.1x Median 0.3% (18.5%) 79.0% 8.4x 7.8x 8.0x 9.5x 8.9x PAGE 8

10 PUBLIC COMPARABLES Revenue Revenue Growth EBITDA EBITDA Growth ($ in millions) P 2017P '12-15 '15-17P P 2017P '12-15 '15-17P Automotive Aftermarket BorgWarner Inc. $7,178 $7,435 $8,304 $8,025 $9,101 $9, % 9.3% $1,106 $1,224 $1,385 $1,330 $1,468 $1, % 8.0% Cooper Tire & Rubber Company 4,201 3,439 3,421 2,959 2,977 3,032 (11.0%) 1.2% % (6.8%) Dorman Products, Inc % 8.5% % 8.8% Federal-Mogul Holdings Corp 6,664 6,786 7,317 7,419 7,560 7, % 2.7% % 18.1% Goodyear Tire & Rubber Company 20,992 19,540 18,138 16,443 15,746 15,948 (7.8%) (1.5%) 1,824 2,107 2,251 2,085 2,635 2, % 13.0% Modine Manufacturing Company 1,376 1,478 1,496 1,463 1,351 1, % (2.6%) % (22.2%) Motorcar Parts of America, Inc (3.2%) 13.6% NM 41.1% Standard Motor Products, Inc ,010 1, % 4.1% % 15.7% Tenneco Inc. 7,363 7,964 8,420 8,209 8,586 9, % 5.3% % 6.9% Visteon Corporation 6,857 7,439 7,509 3,245 3,222 3,389 (22.1%) 2.2% (18.7%) 16.3% Total $56,556 $55,988 $56,639 $49,906 $50,844 $52,725 (1.8%) 4.3% $5,348 $6,002 $6,475 $6,104 $7,013 $7, % 9.9% Advance Auto Parts, Inc. $6,205 $6,494 $9,844 $9,737 $9,358 $9, % (0.9%) $847 $901 $1,244 $1,147 $1,245 $1, % 7.7% AutoZone, Inc. 8,604 9,148 9,475 10,187 10,662 11, % 4.8% 1,841 2,002 2,081 2,223 2,365 2, % 6.6% Genuine Parts Company 13,014 14,078 15,342 15,280 15,537 16, % 2.4% 1,122 1,117 1,273 1,266 1,302 1, % 5.0% LKQ Corporation 4,123 5,063 6,740 7,193 9,140 10, % 19.6% ,073 1, % 20.0% O'Reilly Automotive, Inc. 6,182 6,649 7,216 7,967 8,606 9, % 7.5% 1,154 1,287 1,465 1,743 1,919 2, % 9.9% U.S. Auto Parts Network, Inc (1.4%) 4.8% (8.5%) 57.2% Uni-Select Inc. 1,821 1,788 1,784 1,355 1,233 1,330 (9.4%) (0.9%) % 11.9% Total $40,253 $43,474 $50,685 $52,010 $54,841 $57, % 5.3% $5,554 $6,031 $6,961 $7,331 $8,023 $8, % 16.9% Dealerships and Service Providers Asbury Automotive Group, Inc. $4,640 $5,335 $5,868 $6,588 $6,667 $6, % 2.1% $209 $270 $313 $331 $331 $ % 1.7% AutoNation, Inc. 15,669 17,518 19,109 20,862 21,964 22, % 4.6% ,041 1, % 5.2% Boyd Group Income Fund ,059 1, % 13.2% % 17.1% CarMax, Inc. 10,963 12,574 14,269 15,150 15,930 17, % 6.7% ,227 1, % 27.4% Copart, Inc ,046 1,163 1,146 1,256 1, % 8.0% % 11.6% Group 1 Automotive, Inc. 7,476 8,919 9,938 10,633 11,298 11, % 4.6% % (0.6%) KAR Auction Services, Inc. 1,963 2,173 2,365 2,640 3,009 3, % 10.9% % 13.2% Lithia Motors, Inc. Class A 3,316 4,006 5,390 7,864 8,530 8, % 6.6% % 7.0% Monro Muffler Brake, Inc ,001 1, % 7.5% % 9.1% Penske Automotive Group, Inc. 13,164 14,705 17,177 19,285 20,243 20, % 4.1% % 3.1% Sonic Automotive, Inc. Class A 8,365 8,843 9,197 9,624 9,812 10, % 2.8% % 1.4% Total $67,648 $76,512 $86,134 $95,653 $100,768 $105, % 6.5% $3,553 $4,019 $4,617 $5,142 $5,843 $6, % 8.8% PAGE 9

11 PUBLIC COMPARABLES Revenue Revenue Growth EBITDA EBITDA Growth ($ in millions) P 2017P '12-15 '15-17P P 2017P '12-15 '15-17P Automotive Aftermarket Bayerische Motoren Werke AG $98,709 $100,976 $106,648 $102,215 $103,651 $106, % 2.2% $20,286 $19,443 $21,734 $19,303 $16,043 $16,624 (1.6%) (7.2%) Daimler AG 146, , , , , , % 2.6% 19,691 21,079 24,558 25,604 20,430 22, % (6.6%) Ford Motor Company 134, , , , , , % (1.0%) 12,958 13,183 11,324 15,557 13,404 12, % (9.8%) General Motors Company 152, , , , , , % (1.5%) 10,670 12,708 8,853 15,518 16,589 16, % 3.2% Harley-Davidson, Inc. 5,581 5,900 6,229 5,995 5,392 5, % (4.3%) 1,183 1,324 1,452 1,330 1,328 1, % 2.1% Navistar International Corporation 12,948 10,775 10,806 10,140 8,423 8,352 (7.8%) (9.2%) (374) (192) NM 3.3% Oshkosh Corp 8,181 7,665 6,808 6,098 5,931 6,429 (9.3%) 2.7% % 1.9% PACCAR Inc 17,051 17,124 18,997 19,115 17,242 16, % (6.1%) 2,458 2,648 2,899 3,198 2,816 2, % (8.3%) Toyota Motor Corp. 266, , , , , ,011 (3.9%) 6.8% 30,332 35,160 38,164 36,457 28,104 29, % (10.4%) Volkswagen AG Pref 247, , , , , ,835 (1.5%) 0.7% 29,739 30,822 33,686 24,722 29,505 33,172 (6.0%) 15.8% Total $1,089,420 $1,119,448 $1,138,291 $1,084,281 $1,093,891 $1,122,526 (0.7%) (0.7%) $127,443 $136,819 $143,587 $142,779 $129,241 $135, % (1.6%) PAGE 10

12 TRANSPORTATION & LOGISTICS SOURCES 1. Fact Set. 2. MergerMarket. DISCLOSURES Harris W illiams & Co. ( and w ww.harriswilliams.de) is a preeminent middle market inv estment bank focused on t he advisory needs of client s w orldwide. The firm has deep industry know ledge, global transaction expertise, and an unw avering commit ment to excellence. Harris W illiams & Co. provides sell-side and acquisition advisory, restructuring advisory, board advisory, private placements, and capital markets advisory serv ices. Harris W illiams & Co. Ltd is a private limited company incorporated under English law having its registered office at 5th Floor, 6 St. Andrew Street, London EC4A 3AE, UK, registered w ith the Registrar of Companies for England and W ales under company number Directors: Mr. Ned Valentine, Mr. Paul Poggi, Mr. Thierry Monjauze and Mr. Aadil Khan, authorised and regulated by the Financial Conduct Authority. Harris W illiams & Co. Ltd Niederlassung Frankfurt (German branch) is registered in the Commercial Register (Handelsregister) of the Local Court (Amt sgericht) of Frankfurt am Main, Germany, under registration number HRB 96687, hav ing it s business address at Bockenheimer Landstrasse 33-35, Frankfurt am Main, Germany. Permanent Representative (Ständiger Vertreter) of t he Branch Niederlassung: Mr. Jeffery H. Perkins. The information and view s contained in this report w ere 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 informat ion cont ained 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 W illiams 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 ment ioned herein and also may provide, may hav e provided, or may seek t o 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 t he securities, options thereon or other related financial products of companies discussed herein. Opinions, estimates and projections in t his report constit ute Harris Williams judgment and are subject t o change w ithout notice. The financial instrument s discussed in t his report may not be suitable for all inv estors, and inv estors must make t heir ow n investment decisions using their own independent adv isors 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, w ithout Harris Williams prior w ritten consent. Copyright 2016 Harris Williams & Co., all rights reserved. PAGE 11