Return to Deal-Making: Mid-Market M&A Over the Next 12-24 Months - PowerPoint PPT Presentation

Return to Deal-Making: Mid-Market M&A Over the Next 12-24 Months

DEALSOURCE NORTH ONLINE JUNE 10 & 11  60+ COMPANIES & 130+ ATTENDEES REGISTERED  425+ PRE-SCHEDULED MEETINGS BOOKED  WEBINAR KEYNOTE PRESESNTATIONS – BOTH SPONSORED  FIRST ACG CHAPTER TO HOST AN ONLINE CONFERENCE

Deloitte Corporate Finance – Global Overview Proven Track Record and Experience Lead adviser on >485 completed with 44% of our transactions deals with a combined having a cross-border enterprise value of ~$94.2bn * element … Advising our clients on the sale of > 280 businesses and over 180 acquisitions … *All over last 12 month period Deal Completions across Sectors International Reach Advisors to Private, Public and PEs Delivering our clients an integrated global network Consumer of deal makers, industry specialists, and subject matter experts… 2 3 % Financial Other Services 11% 11% 11% 9% Business& 60% 60% 29% 29% Professional 9% Services Private Equity 23% Private/ Owner Corporations 1 1 % Managed ...encompassing ~210 partners and 1,350 Industrials professionals located in 120 office locations across Life Sciences our member firm network. & Healthcare 14% TMT DCF offers the client service and middle market focus of a boutique investment bank, backed by the global reach and cross- functional capabilities of the world’s largest professional services firm.

Wynnchurch Capital – Background and Focus • Founded in 1999, Wynnchurch Capital is a Leading Private Equity Firm Investing Core Industries in Middle-Market Companies in the United States and Canada • Team: 30+ investment professionals headquartered in the Chicago suburb of Rosemont, Aerospace & Defense Illinois with offices in California and Canada • Portfolio : 64 platforms since firm’s founding; 21 active platforms with combined sales of Automotive & Transportation approximately $4 billion* Building Products & Materials • Capital: $4.2 billion committed capital under management; $2.4 billion available for investments Consumer Products & Food • Operational Focus: use of quality performance tools to drive value creation • Disciplined Value Investment Approach Targeting Complex Industrial Transactions Healthcare Equipment & Supplies • Situations: Corporate carve-outs, succession planning, management-led buyouts, Industrial Products & Services turnarounds, underperformers, special situations, recapitalizations, out-of-favor industries • Solutions Provider: Significant experience in working with leading corporations such as Natural Resources Boeing, Dover, Ford, General Electric, ITT, Mueller Water Products, SPX and Toyota • Target Size: Revenues of $50 million – $1 billion for new platforms; any size for add-ons Paper & Packaging • Equity Investment: Up to $330 million per transaction; significant additional co-invest available from Limited Partners (LPs) Value-Added Distribution & Logistics Wynnchurch’s 21 -Year History • Closed Fund IV at $1.3 • Wynnchurch • Completed first corporate carve- • Completed 9 complex • Closed 6 new • Closed Fund V • Closed 5 new billion and sold Founded in out, AxleTech, from ArvinMeritor at $2.277 transactions during platforms in 2012 • Sold U.S. Pipe platforms SafeWorks Chicago (2003) & sold to Carlyle (2005) economic downturn billion 1999 2000 2002 2005 2006 2008 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 • Sold Senco • Recognized by Inc • Sold Android, • Held final closing • Closed Fund • Recognized by Prequin • Closed Fund II Magazine as Top-50 Humanetics and of Fund I at $163 III at $603 for consistent returns at $350 million Founder Friendly PE Firm* NSC Minerals million million 6 *As of December 31, 2019 *Disclaimer – Top 50 Founder-Friendly Private Equity Firms: Wynnchurch is not aware of the criteria on which this rating is based. Wynnchurch did not pay a fee to receive this rating. This rating is not to be construed as indicative of Wynnchurch’s futur e performance .

STRATEGIC AND FINANCIAL FUEL • For the first time, private capital and M&A advisory are under one roof for Canadian entrepreneurs. M&A Advisory Private Capital DEAL SIZE $1M - $20M+ DEAL SIZE $10M - $250M We advise companies and their shareholders on the We invest our own capital through venture, gap & preparation for and execution of their mergers & bridge term debt, as well as private equity. acquisitions (M&A) strategies. Our Private Debt team specializes in term debt of $1M to $20M+ as a substitute for or complement to equity in Our M&A Advisory team specializes in cross-border sell-side mandates as well as large- scale ‘roll - up’ engagements on the asset-light companies with good visibility into their cash flows. buy-side. Our Private Equity team invests in companies where we can add value. Our Value Maximization team uses big data analytics to improve shareholder value, particularly ahead of or following M&A activity. No other firm in Canada can deploy its own capital and advise on deals the way we can. FirePower is a unique ecosystem for entrepreneurs, built by entrepreneurs. CONFIDENTIAL 7

Cle Clearsprin ing Ca Capit ital l Par artners  We are a longstanding private equity firm experienced in partnering with leading Canadian businesses to help accelerate their success  Team with unique combination of consulting, operating and investing experience  Based in Montreal and Toronto, we have an established network across Canada  Proven investment strategy, with excellent performance  $470 million invested in 16 companies since 2002  12 fully realized investments, 2.5x MOC and 30% IRR  Latest Fund (Fund III) closed with $260 million of commitments  >$25 million from current / former CEOs and partners  Fund III is now 66% invested

North American M&A: A Quarterly Snapshot Overview North America Deal Count Quarterly Breakdown Trend - 1Q 2015 - 2Q 2020 1 North American M&A • count was down by 18% 5,769 5,582 5,648 5,695 in March 2020 (YoY) and 5,253 5,216 5,157 5,204 5,050 4,630 4,903 5,012 5,162 4,936 5,060 5,094 4,963 482 5,001 523 49% & 50% in April & 478 498 Deal Count (No. of Deals) 4,645 4,693 4,563 466 543 521 517 588 May, respectively 561 575 587 592 631 588 632 644 564 568 644 596 Canadian deal count also • witnessed sharp declines of 7%, 36% and 43% in 5,287 5,084 5,170 5,172 4,787 4,673 4,640 4,683 4,475 4,081 4,125 3,967 4,370 3,986 4,259 4,420 4,574 4,304 4,473 4,533 4,375 1,957 March, April and May 314 2020 (YoY), respectively 1,643 The U.S. has suffered an • even sharper decline, pulling the overall deal 2015 2015 2015 2015 2016 2016 2016 2016 2017 2017 2017 2017 2018 2018 2018 2018 2019 2019 2019 2019 2020 2020 activity further down Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 United States Canada North America Transaction Value Quarterly Trend - 1Q 2015 - 2Q 2020 1 North American M&A • value down has $566 Transaction Size (USD bn) $550 $550 witnessed a downward $525 $511 $506 $492 trend in Q1, which $476 $476 $440 decline of 45% over Q4 $414 $414 $406 $391 $370 2019, and 56% over Q1 $330 $342 $335 $343 $318 2019 However, Q2 1 ( updated $222 • to Jun 8 ), which usually sees an uptick in the transaction values, $37 declined 83% 1 over Q1 2020, with total 2015 2015 2015 2015 2016 2016 2016 2016 2017 2017 2017 2017 2018 2018 2018 2018 2019 2019 2019 2019 2020 2020 transaction value Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 declining to USD $37 1 1 Q2 2020 aggregates data from April 1, 2020 to June 8, 2020. Please note that these numbers point to a part of the quarter and will get revised up, once the quarter concludes. Source : CapitalIQ

COVID ID-19 VALUATION IM IMPACT BY IN INDUSTRY • The immediate impact of COVID-19 on industries was varied but severe. Year-over-Year Change in EV/LTM EBITDA Multiple By Industry Consumer Communication Information Consumer Energy Industrials S&P 500 Discretionary Services Technology Staples Materials Utilities (10%) (11%) (12%) (14%) (15%) (17%) (17%) (19%) This graph compares EV/LTM EBITDA multiples from March 31 st , 2020 to December 31 st , 2019 . (34%) • Source: Deloitte CONFIDENTIAL 10