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 STRONG U.S. CAR SALES IN APRIL REVIVE HOPES FOR FRESH RECORD Sales figures announced from GM, Ford, Toyota and Fiat Chrysler suggested that about 1.5 million light vehicles were sold during the month of April. That would produce a seasonally adjusted annual rate of sales of 17.5 million, up 6% from April Lackluster sales in March had stirred concerns that the long sales recovery might finally be ending and that the market might be on the brink of a downturn. However, the new figures suggest that the industry could be on track to match or even beat the all-time annual sales record of 17.5 million vehicles set in Financial Times LATIN AMERICA OPPORTUNITIES FOR U.S. AUTOMOTIVE AFTERMARKET The U.S. auto parts sector continues to be one of the largest contributors to total U.S. exports. In 2015, the U.S. exported nearly $81 billion in auto parts worldwide. One of the promising, but overlooked regions for U.S. automotive aftermarket parts exports is Latin America, particularly Peru, Guatemala and El Salvador. Demand for aftermarket auto parts and repair services in these three markets is increased due to aging vehicles (averaging 15.5 years for private and 22.5 years for commercial vehicles). In addition, there is a high level of used-car sales and deteriorating road conditions. US market share for auto parts in Guatemala is 31%, in El Salvador it is 26%, and US companies have a 19% share of the Peruvian market. Also worth noting: U.S. auto parts exports over the last five years grew 87% in Peru; 19% in Guatemala, and 50% in El Salvador. Tradeology CAR SALES, MILES DRIVEN, AND RECORD-BREAKING TEMPERATURES The automotive aftermarket industry grew to $14.6 billion in 2015, with dollar sales increasing by 3.9% and units/quarts by 1.7%, according to global information company The NPD Group. While dollar sales have been accelerating since 2013, unit/quart sales have been down, and 2015 marked the first year in which both ended positively. New and used car sales, an increase in miles driven, and atypical weather were factors that influenced the aftermarket s strong performance during the year. NPD JOHNSON CONTROLS UNRAVELS RIDDLE OF MISSING CRATES Johnson Controls Inc. had a logistics mystery on its hands: thousands of reusable shipping boxes and storage racks were disappearing every year. The auto-parts maker, which was spending a small fortune to replace the equipment, launched an investigation using RFID tags, attached to the containers. It showed some were squirreled away at factories by Johnson Controls own plant managers, others were kept by customers. Auto-parts makers have mostly stuck with cheaper alternatives to RFID tags, like bar code stickers. Johnson Controls decision to start using RFID could change that. Wall Street Journal 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 Director jjones@harriswilliams.com +1 (804) Jeff Burkett Director jburkett@harriswilliams.com +1 (804) Jeff Kidd Vice President jkidd@harriswilliams.com +1 (804) James O Malley Vice President jomalley@harriswilliams.com +1 (804) EUROPE Jeffery Perkins Managing Director jperkins@harriswilliams.com +49 (0) AAA TO MEET WITH CRITICS OF DATA PLAN With the heat intensifying on AAA Inc. over its plan to cull data from member automotive service shops, the organization has agreed to meet with some of its critics. Representatives of certain AAA Approved Auto Repair (AAR) shop owners, will gather sometime in May to discuss issues arising from AAA s requirements for customer information sharing as part of the AAR agreement the group has planned for next year. The list of attendees is still being finalized, according to Cathy Rossi, vice president of public and government affairs at AAA Mid-Atlantic. Tire Business PAGE 1

3 M&A TRANSACTIONS RECENT M&A TRANSACTIONS 1,2 Date Target Business Description Acquirer 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. 4/1/2016 DYK Automotive, LLC & AAHC, Inc. Distributes products to the automotive aftermarket throughout the United States. The Sterling Group 3/30/2016 Take 5 Oil Change LLC Provides oil change services for vehicles in the United States. Driven Brands, Inc. 3/24/2016* ASIMCO NVH Technologies Co., Ltd. Manufactures automotive components such as bushings, body mounts, and engine mounts. Zhengzhou Coal Mining Machinery Group Co., Ltd. 3/11/2016* Cruise Automation, Inc. Develops and manufactures autonomous vehicle technologies. General Motors Company 3/1/2016 Jiffy-tite Company Inc. Manufactures fluid hose couplers for the automotive industry. Oetiker Limited 2/29/2016 Pittsburgh Glass Works LLC Manufactures and distributes automotive glass in the United States and internationally. LKQ Corp. 2/17/2016 Texas Hydraulics, Inc. Operates as a custom manufacturer of fluid power components for original equipment manufacturers. Wynnchurch Capital, LLC 2/9/2016 Trans-Safety LOCKS GmbH Manufactures and markets anti-theft protection products for the transport industry. WABCO Holdings Inc. 2/3/2016* PurePOWER Technologies, LLC Offers research and development, engineering, and manufacturing of engine control and emissions management solutions. 2/2/2016 UGN, Inc. Manufactures acoustic, interior trim, and thermal management products for the automotive industry. Smithfield Group LLP; Kensington Capital Partners, LLC Angeles Equity Partners 2/2/2016* Key Safety Systems, Inc. Designs, develops, and manufactures automotive safety-critical components and systems for automotive and non-automotive markets worldwide. 2/2/2016 MICO, Incorporated Manufactures and sells hydraulic components, controls, and brake systems primarily for off-road vehicles worldwide. Ningbo Joyson Electronic Corp. WABCO Holdings Inc. 1/28/2016 Save-A-Load, Inc. Manufactures cargo load bars for tractor trailers, light duty/commercial vehicles, sprinter vans, SUVs, and pick-up trucks. Fleet Engineers, Inc. *Denotes pending transactions PAGE 2

4 PUBLIC MARKETS OVERVIEW TEV / LTM EBITDA TEV / 2016P EBITDA 12.4x 11.4x Dealerships and Services Providers 12.0x Dealerships and Services Providers 11.1x 9.4x 9.0x 7.1x 6.2x AVERAGE REVENUE GROWTH ( ) AVERAGE REVENUE GROWTH ( P) Dealerships and Services Providers 15.1% Dealerships and Services Providers 7.5% 6.6% 5.4% 4.4% 4.5% 0.7% 2.2% AVERAGE EBITDA GROWTH ( ) AVERAGE EBITDA GROWTH ( P) Dealerships and Services Providers 16.6% 17.8% 12.1% 12.9% 7.8% Dealerships and Services Providers 7.2% 2.4% 5.4% PAGE 3

5 STOCK PRICE PERFORMANCE MEDIAN % CHANGE (1 MONTH) MEDIAN % CHANGE (12 MONTH) Vehicle Manufacturers 5.2% Distributors and Retailers 16.9% Dealerships and Service Providers 3.2% S&P 500 (1.6%) S&P % (12.1%) Distributors and Retailers (0.6%) Vehicle Manufacturers (22.1%) (2.0%) Dealerships and Service Providers (24.5%) TRAILING TWELVE MONTHS (Indexed to May 11, 2015) 40% 30% 20% 10% 0% (10%) (20%) (30%) (40%) May-15 Aug-15 Nov-15 Feb-16 May-16 Dealerships and Service Providers S&P 500 Index PAGE 4

6 OUR GROUP Harris Williams & Co. is a leading advisor to the transportation and logistics M&A market. Our Transportation & Logistics Group serves companies in a broad range of attractive niches, including third-party logistics (3PL), truck, rail, marine and air transportation, transportation equipment, and the automotive and heavy duty vehicle market. RECENTLY CLOSED T&L TRANSACTIONS has merged with a division 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 MARINE TRANSPORTATION TRANSPORTATION EQUIPMENT NICHE 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 what makes them unique. For more information, visit our website at Aerospace, Defense & Government Services Building Products & Materials Business Services Consumer Energy, Power & Infrastructure Healthcare & Life Sciences Industrials Specialty Distribution Technology, Media & Telecom Transportation & Logistics HARRIS WILLIAMS & CO. OFFICE LOCATIONS Boston Two International Place 24th Floor Boston, Massachusetts Phone: +1 (617) Cleveland 1900 East 9th Street 20th Floor Cleveland, Ohio Phone: +1 (216) Minneapolis 222 South 9th Street Suite 3350 Minneapolis, Minnesota Phone: +1 (612) UNITED STATES Richmond (Headquarters) 1001 Haxall Point 9th Floor Richmond, Virginia Phone: +1 (804) San Francisco 575 Market 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 May-15 Nov-15 Current 2016P 2017P Automotive Aftermarket BorgWarner Inc. $9,673 $34.00 (2.3%) (44.5%) $ % 10.6x 7.6x 6.9x 6.5x 6.1x Cooper Tire & Rubber Co. 1, (9.1%) (10.7%) % 4.0x 4.5x 2.9x 3.4x 3.7x Dorman Products, Inc. 1, % 14.6% % 10.7x 10.6x 10.5x 9.9x 9.2x Federal-Mogul Holdings Corporation 4, % (30.0%) % 8.9x 7.4x 7.3x 6.0x 5.6x The Goodyear Tire & Rubber Company 12, (10.2%) (8.0%) % 5.9x 5.8x 5.4x 4.8x 4.8x Modine Manufacturing Company (1.6%) (14.3%) % 6.0x 5.3x 5.6x 5.1x 4.7x Motorcar Parts of America, Inc (13.9%) 9.0% % 14.1x NM 16.8x 7.2x 6.4x Standard Motor Products Inc % 5.9% % 7.3x 8.5x 7.6x 7.9x 7.1x Tenneco Inc. 4, % (13.5%) % 6.5x 5.9x 5.2x 4.9x 4.6x Visteon Corporation 2, (3.6%) (30.4%) % NM 14.6x 8.3x 6.9x 6.2x Median (2.0%) (12.1%) 76.9% 7.3x 7.4x 7.1x 6.2x 5.9x Advance Auto Parts Inc. $12,035 $ (4.3%) (0.8%) $ % 10.0x 12.4x 9.8x 9.0x 8.3x AutoZone, Inc. 27, (0.6%) 13.1% % 11.9x 12.8x 12.1x 11.6x 10.9x Genuine Parts Company 14, (0.7%) 3.7% % 11.6x 10.9x 11.8x 11.4x 10.8x LKQ Corp. 12, % 16.9% % 12.4x 12.7x 14.6x 11.7x 10.3x O'Reilly Automotive Inc. 26, (1.6%) 19.7% % 15.0x 16.5x 14.7x 13.8x 12.6x U.S. Auto Parts Network, Inc % 53.4% % 18.7x 17.3x 17.1x 9.0x 7.7x Uni-Select Inc. 1, % 59.4% % 10.9x 11.7x 12.4x 11.3x 10.2x Median (0.6%) 16.9% 94.5% 11.9x 12.7x 12.4x 11.4x 10.3x Dealerships and Service Providers Asbury Automotive Group, Inc. $2,988 $ % (34.7%) $ % 12.3x 10.7x 9.1x 9.2x 8.9x AutoNation, Inc. 11, % (24.5%) % 12.8x 12.3x 11.5x 11.0x 10.4x Boyd Group Income Fund 1, % 31.5% % 13.8x 13.6x 14.1x 11.8x 10.3x CarMax Inc. 20, % (28.3%) % NM 18.0x 17.1x 17.3x 16.5x Copart, Inc. 5, % 23.8% % 11.6x 11.7x 13.4x 12.6x 11.7x Group 1 Automotive Inc. 4, % (24.8%) % 10.9x 11.1x 10.0x 10.5x 9.9x KAR Auction Services, Inc. 8, % 5.6% % 12.9x 12.4x 12.4x 11.1x 10.2x Lithia Motors Inc. 4, (1.1%) (22.0%) % 15.4x 14.3x 10.3x 9.9x 9.3x Monro Muffler Brake Inc. 2, % 12.8% % 15.2x 16.7x 16.0x 15.6x 13.4x Penske Automotive Group, Inc. 7, % (28.7%) % 14.7x 13.5x 12.0x 11.8x 11.1x Sonic Automotive Inc. 3, % (29.3%) % 10.6x 11.2x 10.0x 10.0x 9.6x Median 3.2% (24.5%) 69.1% 12.8x 12.4x 12.0x 11.1x 10.3x 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 May-15 Nov-15 Current 2016P 2017P Automotive Aftermarket Bayerische Motoren Werke Aktiengesellschaft $146,978 $ % (26.0%) $ % 11.9x 11.3x 10.1x 9.0x 8.7x Daimler AG 171, (1.9%) (29.6%) % 8.9x 7.9x 6.8x 8.0x 7.7x Ford Motor Co. 169, % (13.6%) % 18.9x 15.3x 9.6x 12.4x 12.0x General Motors Company 100, % (10.7%) % 7.9x 6.8x 6.5x 6.0x 6.0x Harley-Davidson, Inc. 15, % (18.2%) % 11.4x 11.4x 11.2x 11.1x 10.6x Navistar International Corporation 5, % (59.2%) % 18.8x 13.0x 14.5x 9.0x 8.0x Oshkosh Corporation 4, % (14.6%) % 8.7x 8.1x 9.3x 9.6x 8.0x PACCAR Inc. 25, % (14.5%) % 11.2x 8.2x 9.3x 12.4x 12.1x Toyota Motor Corporation 299, % (32.0%) % 10.0x 8.5x 7.2x 8.4x 8.8x Volkswagen AG 177, % (40.2%) % 8.7x 7.7x 9.4x 5.8x 5.2x Median 5.2% (22.1%) 73.6% 10.6x 8.4x 9.4x 9.0x 8.4x 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. $7,183 $7,437 $8,305 $8,023 $9,125 $9, % 9.3% $1,126 $1,224 $1,398 $1,362 $1,488 $1, % 7.6% Cooper Tire & Rubber Co. 4,201 3,439 3,425 2,973 2,973 3,032 (10.9%) 1.0% (4.1%) (7.9%) Dorman Products, Inc % 7.6% % 8.5% Federal-Mogul Holdings Corporation 6,444 6,786 7,317 7,419 7,560 7, % 2.7% % 17.6% The Goodyear Tire & Rubber Company 20,992 19,540 18,138 16,443 15,893 16,197 (7.8%) (0.7%) 1,819 2,132 2,251 2,336 2,641 2, % 6.7% Modine Manufacturing Company 1,577 1,376 1,478 1,496 1,360 1,344 (1.7%) (5.2%) (5.3%) 6.1% Motorcar Parts of America, Inc % 19.1% % 57.9% Standard Motor Products Inc ,010 1, % 4.1% % 7.0% Tenneco Inc. 7,363 7,964 8,420 8,209 8,611 9, % 5.2% % 8.1% Visteon Corporation 5,715 1,724 2,586 3,245 3,229 3,405 (17.2%) 2.4% (18.5%) 17.2% Total $55,173 $50,127 $51,659 $49,885 $51,002 $52, % 4.5% $5,503 $5,535 $6,033 $6,276 $7,026 $7, % 12.9% Advance Auto Parts Inc. $6,205 $6,494 $9,844 $9,737 $9,758 $9, % 1.0% $847 $969 $1,381 $1,233 $1,346 $1, % 8.7% AutoZone, Inc. 8,604 9,148 9,475 10,187 10,748 11, % 5.3% 1,841 2,000 2,081 2,223 2,385 2, % 6.7% Genuine Parts Company 13,014 14,078 15,342 15,280 15,537 16, % 2.4% 1,114 1,209 1,273 1,266 1,304 1, % 4.8% LKQ Corp. 4,123 5,063 6,740 7,193 9,143 10, % 19.6% ,078 1, % 20.0% O'Reilly Automotive Inc. 6,182 6,649 7,216 7,967 8,606 9, % 7.5% 1,159 1,291 1,468 1,743 1,920 2, % 9.9% U.S. Auto Parts Network, Inc (1.4%) 4.8% (8.5%) 62.5% Uni-Select Inc. 1,798 1,788 1,784 1,355 1,238 1,277 (9.0%) (2.9%) % 12.4% Total $40,229 $43,474 $50,685 $52,010 $55,335 $58, % 5.4% $5,540 $6,182 $7,091 $7,414 $8,150 $8, % 17.8% Dealerships and Service Providers Asbury Automotive Group, Inc. $4,475 $5,128 $5,639 $6,325 $6,676 $6, % 4.2% $210 $259 $297 $332 $330 $ % 1.7% AutoNation, Inc. 15,020 16,674 18,180 19,847 21,979 22, % 7.3% ,051 1, % 5.2% Boyd Group Income Fund ,053 1, % 12.4% % 17.2% CarMax Inc. 10,004 10,963 12,574 14,269 15,150 16, % 6.7% ,091 1,196 1, % 6.8% Copart, Inc ,046 1,163 1,146 1,210 1, % 5.5% % 8.5% Group 1 Automotive Inc. 7,216 8,607 9,571 10,224 11,313 11, % 6.9% % 2.6% KAR Auction Services, Inc. 1,963 2,173 2,365 2,640 3,006 3, % 10.7% % 12.4% Lithia Motors Inc. 3,204 3,867 5,200 7,581 8,555 9, % 9.4% % 5.9% Monro Muffler Brake Inc , % 8.0% % 12.8% Penske Automotive Group, Inc. 12,584 14,112 16,796 18,807 20,397 21, % 6.3% % 4.6% Sonic Automotive Inc. 8,115 8,571 8,897 9,298 9,847 10, % 4.8% % 1.0% Total $64,528 $72,320 $81,868 $91,944 $100,137 $104, % 7.5% $3,818 $4,213 $4,784 $5,432 $5,787 $6, % 7.2% 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 Aktiengesellschaft $58,437 $65,256 $63,988 $90,769 $104,434 $107, % 8.8% $12,055 $11,957 $13,719 $14,579 $16,430 $16, % 7.7% Daimler AG 107, , , , , , % 16.3% 12,360 12,361 20,623 25,734 21,662 22, % (6.2%) Ford Motor Co. 128, , , , , , % 3.1% 11,464 19,724 8,132 16,017 13,419 13, % (7.6%) General Motors Company 148, , , , , , % (1.6%) 10,914 10,741 9,084 13,690 16,411 16, % 11.0% Harley-Davidson, Inc. 4,662 4,943 5,258 5,568 5,322 5, % (1.5%) 1,198 1,321 1,460 1,362 1,349 1, % 2.6% Navistar International Corporation 13,441 12,527 10,617 10,653 10,213 8,882 (7.5%) (8.7%) (468) (423) NM 27.0% Oshkosh Corporation 7,539 8,141 7,665 6,808 6,076 5,935 (3.3%) (6.6%) % 3.8% PACCAR Inc. 15,326 15,952 15,949 17,793 18,068 16, % (4.7%) 1,927 2,047 2,446 2,768 2,055 2, % (12.8%) Toyota Motor Corporation 163, , , , , , % 7.9% 13,047 23,061 32,474 38,127 34,418 33, % (6.1%) Volkswagen AG 161, , , , , , % 8.7% 22,108 21,753 23,388 18,887 30,826 34,175 (5.1%) 34.5% Total $809,186 $855,757 $903,774 $973,205 $1,086,750 $1,108, % 2.2% $85,116 $103,179 $112,101 $132,106 $137,628 $142, % 5.4% 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 2016 Harris Williams & Co., all rights reserved. PAGE 11