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 a private limited company incorporated under English law with its registered office at 5th Floor, 6 St. Andrew Street, London EC4A 3AE, UK, registered with the Registrar of Companies for England and Wales (registration number ). Harris Williams & Co. Ltd is authorized 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 EBAY TO EXPAND AUTOMOTIVE PARTS SALES TO AFTERMARKET INDUSTRY Openbay announced it has partnered with ebay Motors to provide the availability of millions of searchable automotive parts and accessories for its online marketplace for auto repair and service. This selection features a wide spectrum of value including genuine OEM automotive parts, white label parts, national brand aftermarket parts, remanufactured and used parts, as well as hard-to-find parts that are no longer manufactured. By collaborating with Openbay, we are making it extremely easy for automotive repair businesses to get their hands on the parts they need, when they need them, said Jordan Hettinga, director of category management at ebay Motors. With millions of items available on ebay everything from OEM to hard-to-find parts, we re arming the Openbay community with the access to this inventory. With our wide spectrum of value, we re hoping to save customers time, money, all while improving their profitability. Aftermarket News AUTOMOTIVE ACCESSORIES MARKET POISED FOR GROWTH The accessories market is bigger than ever, but dealerships still aren't taking full advantage of it. From fuzzy dice to satellite navigation, auto accessories are a $40 billion-a-year business generating more revenue, by some accounts, than collision repair. Profit margins on accessories sales routinely approach 50 percent. As new-vehicle sales and profits stall after years of growth, franchised dealerships in the U.S. must look elsewhere to pick up the revenue slack. Dealerships and automakers have ample opportunities to increase their share of the accessories market, now dominated by aftermarket providers, and to build customer loyalty in the process. Mark Seng, global aftermarket practice leader at the data analysis firm IHS Markit, says "dealerships are getting aggressive across the board" about selling accessories, "and OEMs are focusing on the aftermarket, too." Automotive News SENATE AUTONOMOUS VEHICLE BILL AND THE AFTERMARKET INDUSTRY The American Vision for Safer Transportation through Advancement of Revolutionary Technologies (AV START), the autonomous vehicle (AV) bill passed by the Senate in October, may have implications for the automotive aftermarket industry. Bill Long, president of the Automotive Aftermarket Association, the light vehicle aftermarket division of MEMA, said the committee would ensure consumers maintained the right to repair. Data access to the automotive aftermarket is vital to ensuring motorists retain freedom of choice for vehicle repair, he said to Barlas. We are encouraged for this amendment. We look forward to working with the advisory committee on this important issue. glassbytes.com 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) AUTO-PARTS MAKER GATES INDUSTRIAL FILES FOR IPO Auto-parts maker Gates Industrial Corp. has filed for an initial public offering, more than three years after private-equity giant Blackstone Group bought the business. Denver-based Gates, which makes power transmission belts and fluid power products, had sales of $2.75 billion last year. The company previously operated under the Gates Corp. name. In August, The Wall Street Journal reported that Blackstone was considering an IPO of Gates that could value the company as high as $9 billion. It isn t clear whether that includes debt. The Wall Street Journal PAGE 1

3 M&A TRANSACTIONS (1) RECENT M&A TRANSACTIONS Date Target Business Description Acquirer 12/19/2017 Spectrum Coatings Distributes and wholesale automotive and industrial paint products FinishMaster 12/14/2017* Brink Group BV Provides towing solutions and offers racks, containers, carriers, and storage units for cars, trucks, and recreational vehicles Horizon Global Corp. 12/14/2017* WITTE Stromberg GmbH Manufactures hinges for the automotive industry WITTE Stromberg GmbH /Private Group/ 12/14/2017* Ryds Bilglas AB Provides automobile glass repair, replacement and installation services include glazing, railings, décor with glass and window film Triona Holding SA 12/13/2017 Visteon Corp. /FR Automotive Electronic Unit/ Manufactures automotive electronic parts American Industrial Acquisition Corp. 12/12/2017 H.J. Küpper GmbH & Co. KG /3 Subs/ Manufactures machined castings for automotive industry PCS Machine Group Holding Public Co., Ltd. 12/11/2017* Auto Systems Experts, Inc. Provides automotive repair services Leeds West Groups 12/7/2017 KKSP Precision Machining LLC Produces automatic screw machine products including custom engineering and design, volume material purchasing, and light assembly services 12/5/2017* REGE Motorenteile GmbH Manufactures machining and assembly components and offers automotive, green tech and industry/highways products Mill Point Capital LLC JD Norman Industries, Inc. 12/4/2017 Melett Ltd. Provides automotive products and services and offers turbochargers, core assemblies, turbine housings, and repair kits Westinghouse Air Brake Technologies Corp. 12/1/2017* Lumikko Technologies Oy Manufactures air conditioning systems for automobiles Songz Automobile Air Conditioning Co., Ltd. 11/27/2017 Transguard Installer of automotive paint protection and window film XPEL Technologies 11/24/2017 Morrison's Garage Ltd. Operates as a new and used car dealership firm and also offers vehicle parts and accessories John Clark Motor Group Ltd. 11/22/2017 El Corte Inglés SA /Motortown Bus/ Operates motor workshop centers Anjana Investments SL 11/22/2017 Henry s Automotive Warehouse Provides fasteners, lighting products, abrasives, and specialty supplies needs Raybuck Auto Body Parts 11/21/2017 ADP Distributors Manufacturer of new and remanufactured turbochargers, service kits, cartridges and components CARDONE Industries 11/20/2017 Henderson Wheel & Trailer Supply, Inc. Manufactures and distributes sprung and torsion, trailer components, axles and fenders DexKo Global, Inc. 11/16/2017* IP Motor Sports, Inc. Sells high powered engines and autos Scepter Holdings, Inc. *Denotes pending transactions PAGE 2

4 PUBLIC MARKETS OVERVIEW (1) TEV / LTM EBITDA TEV / 2017P EBITDA Dealerships and Services Providers 12.8x Dealerships and Services Providers 12.8x 12.7x 11.4x 10.2x 10.9x 8.6x 8.0x AVERAGE REVENUE GROWTH ( ) AVERAGE REVENUE GROWTH ( P) Dealerships and Services Providers 11.2% 6.8% 6.2% Dealerships and Services Providers 6.4% 0.1% 6.2% (1.1%) 2.4% AVERAGE EBITDA GROWTH ( ) AVERAGE EBITDA GROWTH ( P) Dealerships and Services Providers 12.0% 9.5% 11.1% 9.2% 4.6% Dealerships and Services Providers 9.2% 2.6% 1.6% PAGE 3

5 STOCK PRICE PERFORMANCE (1) MEDIAN % CHANGE (1 MONTH) MEDIAN % CHANGE (12 MONTH) Distributors and Retailers 8.3% S&P % Vehicle Manufacturers 3.1% Vehicle Manufacturers 13.7% S&P % Dealerships and Service Providers 3.3% (0.8%) (1.3%) Dealerships and Service Providers (1.0%) Distributors and Retailers (5.3%) TRAILING TWELVE MONTHS (Indexed to January 3 rd, 2017) 30% 20% 10% 0% (10%) (20%) (30%) Jan-17 Apr-17 Jul-17 Oct-17 Jan-18 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 A portfolio company of has been recapitalized by is merging with has merged with an operating company of has acquired has merged with in a recapitalization by and 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 One International Place Suite 2620 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) Washington, D.C th St. NW 2nd Floor Washington, D.C Phone: Beijing Hong Kong Mumbai EUROPE Frankfurt Bockenheimer Landstrasse Frankfurt Germany Phone: London 63 Brook Street London W1K 4HS, England Phone: +44 (0) NETWORK OFFICES New Delhi Shanghai PAGE 6

8 PUBLIC COMPARABLES (1) 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 Jan-17 Jul-17 Current 2017P 2018P Automotive Aftermarket BorgWarner Inc. $13,053 $52.04 (5.4%) 29.9% $ % 7.0x 7.2x 8.3x 8.0x 7.5x Cooper Tire & Rubber Company 1, (2.8%) (8.9%) % 3.4x 3.9x 3.9x 4.8x 4.5x Dorman Products, Inc. 2, % (6.0%) % 12.8x 13.6x 11.1x 11.1x 9.8x Goodyear Tire & Rubber Company 13, (0.8%) 2.1% % 5.1x 6.0x 6.3x 6.5x 5.7x Modine Manufacturing Company 1, (6.4%) 39.1% % 8.5x 9.4x 8.9x 8.1x 7.1x Motorcar Parts of America, Inc % (1.3%) % 9.3x 8.0x 8.6x 6.6x 5.7x Standard Motor Products, Inc. 1, % (16.1%) % 10.5x 10.1x 8.9x 10.0x 8.3x Tenneco Inc. 4, % (7.1%) % 6.2x 7.2x 7.4x 5.3x 4.9x Visteon Corporation 3, (2.4%) 57.7% % 7.8x 8.8x 10.5x 10.4x 9.6x Median (0.8%) (1.3%) 85.6% 7.8x 8.0x 8.6x 8.0x 7.1x Advance Auto Parts, Inc. $8,614 $ % (37.3%) $ % 12.7x 10.1x 10.1x 9.5x 8.6x AutoZone, Inc. 25, % (5.3%) % 11.9x 9.0x 10.6x 10.7x 10.4x Genuine Parts Company 15, % 1.7% % 12.3x 12.1x 12.9x 12.2x 10.3x LKQ Corporation 15, % 33.9% % 12.6x 12.2x 14.5x 14.2x 12.6x O'Reilly Automotive, Inc. 25, % (9.6%) % 15.1x 11.7x 12.9x 12.9x 12.2x U.S. Auto Parts Network, Inc % (22.1%) % 13.7x 16.1x 12.7x 7.9x 7.4x Uni-Select Inc. 1, % 1.5% % 9.9x 10.8x 12.2x 11.4x 9.4x Median 8.3% (5.3%) 89.4% 12.6x 11.7x 12.7x 11.4x 10.3x Dealerships and Service Providers Asbury Automotive Group, Inc. $3,003 $63.50 (4.2%) 1.6% $ % 9.6x 9.2x 9.2x 9.4x 9.3x AutoNation, Inc. 9, (2.3%) 9.1% % 9.6x 9.3x 10.6x 11.0x 10.6x Boyd Group Income Fund 1, % 25.3% % 13.6x 14.6x 17.9x 16.3x 13.2x CarMax, Inc. 24, (2.1%) 3.3% % NM NM NM 18.5x 17.6x Copart, Inc. 10, % 55.7% % 15.1x 15.4x 19.1x 19.9x 16.6x Group 1 Automotive, Inc. 4, (10.7%) (9.0%) % 10.5x 10.4x 10.0x 11.2x 10.5x KAR Auction Services, Inc. 10, % 18.1% % 12.9x 11.6x 13.0x 12.5x 11.6x Lithia Motors, Inc. Class A 5, (0.7%) 19.0% % 12.0x 11.2x 12.6x 12.8x 11.6x Monro Inc 2, % 2.4% % 13.7x 10.9x 13.8x 13.3x 11.9x Penske Automotive Group, Inc. 9, (1.0%) (7.8%) % 14.6x 13.8x 14.4x 13.2x 12.5x Sonic Automotive, Inc. Class A 3, (14.3%) (20.4%) % 10.8x 10.8x 10.4x 10.4x 10.6x Median (1.0%) 3.3% 92.9% 12.4x 11.1x 12.8x 12.8x 11.6x PAGE 7

9 PUBLIC COMPARABLES (1) 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 Jan-17 Jul-17 Current 2017P 2018P Automotive Aftermarket Bayerische Motoren Werke AG $169,929 $ % 10.7% $ % 8.1x 9.7x 10.4x 9.6x 9.5x Daimler AG 208, % 14.3% % 7.0x 8.2x 10.0x 8.8x 8.6x Ford Motor Company 162, % 1.4% % 12.6x 12.5x 13.2x 14.0x 13.2x General Motors Company 133, % 21.8% % 5.5x 5.1x 6.0x 7.2x 7.9x Harley-Davidson, Inc. 14, % (15.0%) % 13.4x 13.8x 16.6x 13.1x 12.6x Navistar International Corporation 8, % 38.6% % 13.9x 15.7x 12.2x 13.8x 10.9x Oshkosh Corp 7, % 38.9% % 10.4x 9.6x 11.7x 11.8x 10.9x PACCAR Inc 31, % 13.2% % 9.7x 9.8x 10.0x 10.2x 9.2x Toyota Motor Corp. 327, % 10.1% % 9.0x 8.8x 9.8x 11.6x 11.1x Volkswagen AG Pref 260, % 41.3% % 5.3x 5.9x 6.8x 6.5x 6.0x Median 3.1% 13.7% 97.0% 9.3x 9.6x 10.2x 10.9x 10.2x PAGE 8

10 PUBLIC COMPARABLES (1) Revenue Revenue Growth EBITDA EBITDA Growth ($ in millions) P 2018P '13-16 '16-18P P 2018P '13-16 '16-18P Automotive Aftermarket BorgWarner Inc. $7,435 $8,304 $8,025 $9,071 $9,694 $10, % 7.1% $1,224 $1,385 $1,330 $1,507 $1,627 $1, % 7.8% Cooper Tire & Rubber Company 3,439 3,421 2,959 2,925 2,845 2,995 (5.3%) 1.2% % (13.2%) Dorman Products, Inc , % 8.2% % 9.8% Goodyear Tire & Rubber Company 19,540 18,138 16,443 15,158 15,220 15,502 (8.1%) 1.1% 2,107 2,251 2,349 2,520 2,137 2, % (2.0%) Modine Manufacturing Company 1,478 1,496 1,353 1,503 1,998 2, % 18.4% % 32.2% Motorcar Parts of America, Inc % 7.9% % 21.2% Standard Motor Products, Inc ,058 1,104 1, % 3.8% % 4.3% Tenneco Inc. 7,964 8,420 8,209 8,599 9,188 9, % 5.9% % 11.2% Visteon Corporation 7,439 7,509 3,245 3,161 3,158 3,308 (24.8%) 2.3% (18.2%) 11.6% Total $49,202 $49,322 $42,377 $42,756 $44,570 $46, % 6.2% $5,433 $5,902 $5,684 $6,206 $6,007 $6, % 9.2% Advance Auto Parts, Inc. $6,494 $9,844 $9,737 $9,568 $9,345 $9, % (0.1%) $901 $1,244 $1,147 $1,068 $908 $ % (3.4%) AutoZone, Inc. 9,148 9,475 10,187 10,636 10,889 10, % 1.2% 2,048 2,089 2,223 2,358 2,403 2, % 1.0% Genuine Parts Company 14,078 15,342 15,280 15,340 16,004 18, % 9.2% 1,117 1,273 1,266 1,217 1,263 1, % 10.6% LKQ Corporation 5,063 6,740 7,193 8,584 9,654 10, % 9.6% ,007 1,112 1, % 11.3% O'Reilly Automotive, Inc. 6,649 7,216 7,967 8,593 8,969 9, % 4.8% 1,287 1,465 1,743 1,917 1,959 2, % 3.9% U.S. Auto Parts Network, Inc % 2.0% % 25.3% Uni-Select Inc. 1,788 1,784 1,355 1,197 1,445 1,744 (12.5%) 20.7% % 17.6% Total $43,474 $50,685 $52,010 $54,221 $56,611 $60, % 6.8% $6,077 $6,968 $7,331 $7,684 $7,782 $8, % 9.5% Dealerships and Service Providers Asbury Automotive Group, Inc. $5,335 $5,868 $6,588 $6,528 $6,454 $6, % 0.3% $270 $313 $331 $334 $320 $ % (1.0%) AutoNation, Inc. 17,518 19,109 20,862 21,609 21,401 21, % 0.5% % (3.1%) Boyd Group Income Fund ,047 1,256 1, % 18.0% % 22.2% CarMax, Inc. 12,574 14,269 15,150 15,875 17,319 18, % 7.5% ,354 1, % 40.3% Copart, Inc. 1,046 1,163 1,146 1,268 1,448 1, % 6.8% % 8.9% Group 1 Automotive, Inc. 8,919 9,938 10,633 10,888 11,061 11, % 1.8% % (3.5%) KAR Auction Services, Inc. 2,173 2,365 2,640 3,150 3,445 3, % 8.0% % 11.2% Lithia Motors, Inc. Class A 4,006 5,390 7,864 8,678 10,103 11, % 13.8% % 9.6% Monro Inc ,022 1,135 1, % 8.8% % 10.3% Penske Automotive Group, Inc. 14,705 17,177 19,285 20,119 21,208 21, % 3.7% % 9.5% Sonic Automotive, Inc. Class A 8,843 9,197 9,624 9,732 9,828 10, % 1.4% % (3.0%) Total $76,512 $86,134 $95,653 $99,915 $104,657 $108, % 6.4% $4,019 $4,617 $5,143 $5,277 $6,088 $6, % 9.2% PAGE 9

11 PUBLIC COMPARABLES (1) Revenue Revenue Growth EBITDA EBITDA Growth ($ in millions) P 2018P '13-16 '16-18P P 2018P '13-16 '16-18P Automotive Aftermarket Bayerische Motoren Werke AG $100,976 $106,648 $102,215 $104,163 $117,751 $121, % 8.1% $19,443 $21,734 $19,303 $19,370 $17,829 $17,967 (0.1%) (3.7%) Daimler AG 156, , , , , , % 9.5% 21,461 25,517 25,668 26,177 24,354 24, % (2.6%) Ford Motor Company 146, , , , , , % (2.8%) 13,183 11,324 15,079 12,296 11,411 12,531 (2.3%) 1.0% General Motors Company 155, , , , , , % (6.7%) 13,284 10,160 15,518 20,671 17,024 16, % (12.0%) Harley-Davidson, Inc. 5,900 6,229 5,995 5,996 4,891 4, % (8.9%) 1,324 1,452 1,330 1,240 1,130 1,170 (2.2%) (2.9%) Navistar International Corporation 10,775 10,806 10,140 8,111 8,570 8,570 (9.0%) 2.8% (192) NM 17.8% Oshkosh Corp 7,665 6,808 6,098 6,279 6,830 6,830 (6.4%) 4.3% (7.0%) 10.0% PACCAR Inc 17,124 18,997 19,115 17,005 17,867 19,413 (0.2%) 6.8% 2,436 2,899 3,198 2,939 3,187 3, % 8.4% Toyota Motor Corp. 256, , , , , ,688 (0.2%) 1.1% 35,160 38,164 36,457 34,060 27,500 28,827 (1.1%) (8.0%) Volkswagen AG Pref 261, , , , , ,447 (2.8%) 9.4% 30,822 36,343 26,777 37,788 39,385 44, % 8.1% Total $1,119,448 $1,138,291 $1,084,281 $1,124,689 $1,175,043 $1,201,056 (1.1%) 2.4% $137,565 $148,510 $144,420 $155,533 $143,105 $150, % 1.6% PAGE 10

12 TRANSPORTATION & LOGISTICS SOURCES 1. FactSet. 2. MergerMarket. 3. Pitchbook. 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 a private limited company incorporated under English law with its registered office at 5th Floor, 6 St. Andrew Street, London EC4A 3AE, UK, registered with the Registrar of Companies for England and Wales (registration number ). Harris Williams & Co. Ltd is authorized 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. 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 2017 Harris Williams & Co., all rights reserved. PAGE 11