9
www.harriswilliams.de 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 7078852. 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, 60325 Frankfurt am Main, Germany. Permanent Representative (Ständiger Vertreter) of the Branch Niederlassung: Mr. Jeffery H. Perkins. SPECIALTY DISTRIBUTION INDUSTRY UPDATE FEBRUARY 2016

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Page 1: HW&Co. Industry Reader Template - Harris Williams & Co....ARROW’S “SUPER” INVESTMENT IN MARKETING. The Super Bowl 50 ads featured a lot of different companies and products, including

www.harriswilliams.de

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 7078852. 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, 60325 Frankfurt am Main, Germany. Permanent Representative(Ständiger Vertreter) of the Branch Niederlassung: Mr. Jeffery H. Perkins.

SPECIALTY DISTRIBUTION

INSERT TITLE HERE 01/20/2014

INDUSTRY UPDATE │ FEBRUARY 2016

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www.harriswilliams.de

CONTENTS

WHAT WE’RE READING

PUBLIC COMPARABLES & TRADING VALUATIONS

M&A AND PUBLIC MARKET TRENDS

NOTABLE M&A ACTIVITY

ECONOMIC UPDATE

GROUP OVERVIEW

Harris Williams & Co. is a leading advisor to the specialty distribution market. Our significant experience covers a broad range of end markets, industries, and business models. This particular report focuses on trends and metrics in the following areas:

Specialty Catalogand Direct Marketing

Branch-Based Distributors

Route-Based Distributors

Automotive and HeavyDuty Aftermarket

Building & ConstructionProducts

Consumer & Food Service

Industrial, MRO,and Safety

Healthcare

Technology

Electrical andCommunications

Alcohol, Tobacco,and Firearms

CONTACTS

Bob BaltimoreManaging [email protected]+1 (804) 915-0129

Derek LewisManaging [email protected]+1 (804) 915-0118

Josh GarnerVice [email protected]

+1 (804) 915-0167

Graham [email protected]

+1 (804) 887-6074

GRAINGER, OTHERS INVEST IN DOWN TIMES

WHAT WE’RE READING

1

SPECIALTY DISTRIBUTION

INDUSTRY UPDATE │ FEBRUARY 2016

Though many distributors are feeling the effects of fierce economic headwinds, investingin the business now is critical for success when the climate improves later this year,Grainer CEO Jim Ryan told MDM in “Invest or Die”.

Investing in a distribution business, especially during a soft economy, can help acompany differentiate it from enterprises focused on short-term results, according toVictor Jury Jr., CEO of Summit Electric Supply, Albuquerque, New Mexico.

“We try to practice an investment mindset instead of what I think a lot of larger, publiclyheld companies, in particular, tend to do,” Jury says. “They view things like payroll ortechnology from a financial perspective, seeing them as expenses rather thaninvestments. Any business is only as good as the people that it employs and thetechnology it uses to serve its customers.”

Read more from this article here.

US FOODS PLANS TO GO PUBLIC AFTER FAILED SYSCO MERGER

In its first six weeks, 2016 has largely been devoid of big initial public offerings. But a majorfood distributor is planning to change that.

US Foods disclosed on Tuesday that it intended to go public, less than a year after itsplanned merger with a rival, Sysco, collapsed because of opposition from governmentregulators.

US Foods, which is owned by the private equity firms Clayton, Dubilier & Rice andKohlberg Kravis Roberts & Company (K.K.R.), is the biggest company to file for anoffering so far this year.

An initial public offering of US Foods was presumably not the first choice of its owners,who bought the business from the Dutch supermarket operator Royal Ahold in 2007 for$7.1 billion. In late 2013, Clayton Dubilier and K.K.R. agreed to sell US Foods to Sysco for$8.2 billion.

Read more from this article here.

ARROW’S “SUPER” INVESTMENT IN MARKETING

The Super Bowl 50 ads featured a lot of different companies and products, includingCentennial, Colorado-based distributor Arrow Electronics. Arrow used the high-profilegame to promote a more serious offering – aerospace and defense technologies.

During the company’s 30-second ad, a machine built by LEGO maker Arthur Sacekconstructed and launched a paper plane while John F. Kennedy’s and Neil Armstrong’svoices talking about the 1960s moon exploration could be heard in the background. Thead closed with Arrow’s tagline, “Five Years Out,” a nod to its focus on buildingtechnologies for the future.

Though Arrow’s first Super Bowl ad appeared only in the Denver market, it speaks to agrowing desire among B2B companies to broaden their marketing efforts and investmore heavily in branding. Arrow has advertised during the Final Four and nationallytelevised football games.

Read more from this article here.

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PUBLIC COMPARABLES & TRADING VALUATIONS

2

SPECIALTY DISTRIBUTION PUBLIC COMPARABLES

SPECIALTY DISTRIBUTION

INDUSTRY UPDATE │ FEBRUARY 2016

Key Trading StatsAs of February 15, 2016($ in millions, except per share amounts)

Stock Performance Revenue

LTM Margins Current 1-Month 1-Year % of TEV/EBITDA Growth

EBITDA Gross TEV Price Change Change LTM High LTM 2016E 3-Yr. CAGR

Automotive & Heavy Duty Aftermarket

AutoZone, Inc. 21.9% 52.4% $26,619 $729.62 3.5% 18.0% 90.8% 11.8x 11.2x 5.7%

O'Reilly Automotive Inc. 21.6% 52.3% 26,003 253.02 9.0% 23.1% 91.0% 15.1x 13.5x 8.8%

Genuine Parts Company 8.3% 29.9% 13,684 87.86 12.0% (9.4%) 89.2% 10.7x 10.5x 5.8%

LKQ Corp. 11.8% 39.3% 9,119 25.03 (3.6%) (8.0%) 77.6% 10.9x 9.5x 20.0%

Dorman Products, Inc. 20.2% 38.5% 1,397 41.59 (0.5%) (13.0%) 77.4% 9.0x 8.1x 10.6%

Uni-Select Inc. 6.6% 29.7% 1,434 57.74 (11.4%) 45.0% 80.6% 11.6x 10.8x (9.0%)

Median 16.0% 38.9% 1.5% 5.0% 84.9% 11.2x 10.6x 7.3%

Mean 15.1% 40.3% 1.5% 9.3% 84.4% 11.5x 10.6x 7.0%

Building & Construction Products

CRH plc 8.5% 29.6% $19,152 $22.44 (3.3%) (8.8%) 79.2% 11.0x 6.2x (2.3%)

Wolseley plc 7.2% 28.0% 9,424 35.14 4.8% (9.5%) 79.9% 9.8x 9.0x 0.8%

Watsco Inc. 8.6% 24.5% 4,511 124.22 13.1% 6.2% 93.3% 12.7x 11.9x 6.2%

Beacon Roofing Supply, Inc. 6.8% 23.9% 3,031 32.80 (10.7%) 16.8% 74.5% 15.3x 9.6x 11.9%

Builders FirstSource, Inc. 5.0% 24.3% 2,652 6.64 (18.7%) (0.3%) 39.8% 21.6x 6.4x 32.8%

Boise Cascade Company 4.9% 13.6% 889 19.33 (0.2%) (54.9%) 44.0% 5.0x 4.7x 9.2%

Median 7.0% 24.4% (1.7%) (4.5%) 76.9% 11.9x 7.7x 7.7%

Mean 6.8% 24.0% (2.5%) (8.4%) 68.5% 12.6x 8.0x 9.8%

Consumer & Food Service

Sysco Corporation 4.9% 17.7% $28,209 $43.21 8.4% 9.3% 98.3% 11.8x 11.4x 4.0%

United Natural Foods, Inc. 3.7% 15.2% 2,228 34.59 (6.9%) (57.3%) 41.2% 7.3x 6.9x 14.0%

Core-Mark Holding Company, Inc. 1.4% 7.2% 1,745 74.04 (3.3%) 9.5% 80.7% 14.7x 11.1x 8.0%

SpartanNash Company 2.8% 14.5% 1,295 20.11 3.8% (22.6%) 59.3% 5.8x 5.5x 44.0%

Median 3.3% 14.9% 0.2% (6.7%) 70.0% 9.5x 9.0x 11.0%

Mean 3.2% 13.7% 0.5% (15.3%) 69.9% 9.9x 8.7x 17.5%

Industrial, MRO & Safety

W.W. Grainger, Inc. 15.3% 42.4% $14,792 $211.09 11.4% (10.1%) 83.5% 9.8x 10.0x 3.7%

Fastenal Company 23.6% 50.4% 12,649 43.04 14.3% 1.3% 96.8% 13.8x 13.6x 7.3%

MSC Industrial Direct Co. Inc. 15.5% 45.2% 4,431 66.89 12.4% (12.8%) 85.7% 9.9x 10.1x 6.5%

Applied Industrial Technologies, Inc. 8.2% 28.1% 1,850 39.19 4.1% (8.0%) 86.0% 8.7x 9.2x 2.5%

DXP Enterprises, Inc. 7.8% 28.3% 566 13.62 (15.9%) (70.8%) 27.8% 5.4x 7.9x 7.2%

Median 15.3% 42.4% 11.4% (10.1%) 85.7% 9.8x 10.0x 6.5%

Mean 14.1% 38.9% 5.3% (20.1%) 76.0% 9.5x 10.1x 5.4%

Healthcare

McKesson Corporation 2.3% 6.0% $41,297 $151.03 (8.5%) (32.8%) 62.0% 9.6x 8.0x 15.3%

Cardinal Health, Inc. 2.6% 5.4% 29,306 78.85 (2.9%) (8.4%) 85.8% 10.1x 9.2x 2.4%

Henry Schein, Inc. 8.7% 28.3% 14,310 158.99 8.4% 11.0% 98.4% 15.2x 14.2x 5.9%

Patterson Companies, Inc. 9.3% 27.0% 5,152 42.48 5.6% (16.1%) 80.0% 11.1x 11.1x 11.4%

Owens & Minor Inc. 3.0% 12.4% 2,804 38.04 13.1% 5.7% 96.8% 9.7x 9.9x 3.3%

Median 3.0% 12.4% 5.6% (8.4%) 85.8% 10.1x 9.9x 5.9%

Mean 5.2% 15.8% 3.1% (8.1%) 84.6% 11.1x 10.5x 7.7%

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PUBLIC COMPARABLES & TRADING VALUATIONS

3

TRAILING TWELVE MONTHS STOCK PRICE PERFORMANCE

SPECIALTY DISTRIBUTION

INDUSTRY UPDATE │ FEBRUARY 2016

Stock Prices

As of February 15, 2016

Consumer & Food Service

Building and Construction

Industrial, MRO, & Safety

S&P 500

Electrical & Communications

Healthcare

Technology

Automotive & Heavy Duty Aftermarket

SPECIALTY DISTRIBUTION PUBLIC COMPARABLES

Key Trading StatsAs of February 15, 2016($ in millions, except per share amounts)

Stock Performance Revenue

LTM Margins Current 1-Month 1-Year % of TEV/EBITDA Growth

EBITDA Gross TEV Price Change Change LTM High LTM 2016E 3-Yr. CAGR

Technology

Arrow Electronics, Inc. 4.5% 13.0% $7,090 $53.73 13.9% (13.3%) 82.7% 6.7x 6.5x 4.5%

Avnet, Inc. 3.8% 11.4% 6,412 39.00 1.7% (13.9%) 82.5% 6.2x 6.1x 2.8%

Ingram Micro Inc. 1.7% 5.9% 4,572 27.80 2.4% 3.5% 86.6% 5.8x 5.3x 6.5%

SYNNEX Corp. 3.5% 8.9% 3,782 85.34 7.8% 7.1% 88.1% 8.1x 7.3x 9.1%

Tech Data Corp. 1.4% 5.0% 2,024 64.00 5.5% 5.9% 81.0% 5.6x 5.6x 1.1%

ScanSource, Inc. 3.6% 10.3% 1,027 36.30 27.9% (2.6%) 86.5% 8.3x 7.8x 5.8%

Median 3.5% 9.6% 6.6% 0.5% 84.6% 6.4x 6.3x 5.1%

Mean 3.1% 9.1% 9.9% (2.2%) 84.6% 6.8x 6.4x 5.0%

Electrical & Communications

Rexel SA 4.9% 24.0% $5,352 $9.09 (10.8%) (44.9%) 50.0% 7.1x 7.3x (6.1%)

WESCO International Inc. 5.8% 19.9% 3,085 41.41 9.2% (39.3%) 55.5% 7.0x 7.8x 4.5%

Anixter International Inc. 5.7% 21.7% 2,797 39.59 (19.4%) (48.0%) 49.6% 7.9x 7.3x (0.3%)

Houston Wire & Cable Company 5.3% 21.8% 131 5.35 3.9% (50.4%) 48.1% 7.5x 12.3x (5.9%)

Median 5.5% 21.7% (3.5%) (46.4%) 49.8% 7.3x 7.5x -3.1%

Mean 5.4% 21.8% (4.3%) (45.6%) 50.8% 7.4x 8.7x -1.9%

-50.0%

-40.0%

-30.0%

-20.0%

-10.0%

0.0%

10.0%

20.0%

30.0%

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M&A AND PUBLIC MARKET TRENDS

4

TEV / EBITDA MULTIPLES FOR PUBLIC COMPARABLES

RECENT M&A AND PRIVATE EQUITY TRENDS

SPECIALTY DISTRIBUTION

INDUSTRY UPDATE │ FEBRUARY 2016

Distribution Trends

LTM EBITDA as of February 15, 2016

M&A Trends

2015 was another banner year for activity with 2,017 closed deals

However, there was a decrease in total deal value from $419 billion in 2014 to $370billion in 2015

The 4th quarter was the least active quarter in 2015 with 476 deals done at a totalvalue of approximately $82 billion

2015 was a strong year for exits even with the economic uncertainty in the latterhalf of the year

In 2015, 931 PE-backed transactions were completed for an aggregate value ofover $98 billion, the second highest totals for both statistics of all time

44% of the current inventory of PE-owned assets was acquired in 2010 or earlier

2015 MIDDLE-MARKET PE ACTIVITY

& PE OVERHANG

NET DEBT / EBITDA EBITDA MARGINS

13x 12x11x 12x

15x14x

13x 13x

11x 10x 10x 10x10x 9x 9x10x

12x 12x11x 11x

8x 7x 7x 7x

8x 8x 7x 7x

0x

5x

10x

15x

20x

Nov-15 Dec-15 Jan-16 Feb-16

TEV

/ E

BIT

DA

Automotive & Heavy Duty Aftermarket Building & Construction Products Consumer & Food Service Industrial, MRO & Safety

Healthcare Technology Electrical & Communications

1.5x

0.8x

1.6x

1.1x1.2x

0.8x

3.3x

0x

1x

2x

3x

4x

Ne

t D

eb

t /

EB

ITD

A

15.1%

6.8%

3.2%

14.1%

5.2%

3.1%

5.4%

0%

5%

10%

15%

20%

EB

ITD

A M

arg

in

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2/10/2016 G-J, Inc. Distributor of liquors and wines Southern Wine & Spirits of America

2/9/2016 Jean Talon Auto Parts Distributor of automotive parts Uni-Select Inc.

2/9/2016 Technical Innovation, LLC Distributor of communication solutions Diversified Systems Inc. P (Seller)

2/8/2016 Quickserv ice Technologies Inc. Distributor of technology solutions Panasonic Canada Inc.

2/4/2016 Bur-Lane Incorporated Distributor of plastic and identification accessories and supplies Rowmark, LLC P (Buyer)

2/3/2016 Stratix Solutions Group LLC Distributor of networking, server, and storage hardware Atlantix Global Systems, LLC P (Buyer)

2/3/2016 Brohl & Appell, Inc. Distributor of automation and electrical networking products and serv ices Rexel SA

2/2/2016 Kingsway Trading, Inc. Distributor of herbal medicinesYunnan Hongxiang Yixintang

Pharmaceutical Co.

2/2/2016 Lamrite West, Inc. Distributor of craft products for party, toy, and grocery stores The Michaels Companies, Inc.

2/1/2016 Progressive Produce Corporation Distributor of fresh produce Total Produce plc

1/29/2016 Neighborhood Diabetes, Inc. Distributor of durable medical equipment Liberty Medical Supply, Inc.

1/29/2016 Pipeco Serv ices, Inc. Distributor of oilfield products including pipes, casings, and connectionsBourland & Leverich Supply Co.

LLC

1/28/2016 Cloudweb, Inc. Distributor of custom handmade I talian road bikes Letterston Investments Ltd.

1/28/2016 Vision Media Management & Fulfillment, LLC Distributor of fulfillment and technology solutions CenterGate Capital P (Buyer)

1/27/2016 Strongco Corporation Distributor of equipment used in mining, construction, and industrial markets Huddersfield Investments Inc P (Buyer)

1/27/2016 Advanced Pneumatics Company, Inc. Distributor of pneumatic and automation components Hartfiel Automation, Inc.

1/21/2016 Data Comm, Inc. Distributor of imaging equipment Marco, Inc. P (Buyer)

1/20/2016 Impact Fitness, LLC Distributor of fitness training equipment The Abs Company

1/20/2016 Water Transfer LLC Distributor of water transfer equipment Fluid Delivery Solutions, LLC P (Buyer)

1/18/2016 International Pharmaceutical Generics Ltd. Distributor of prescription pharmaceutical and OTC formulations Emcure Pharmaceuticals Limited P (Buyer)

1/18/2016 Innovative Restaurant Supply, Inc. Distributor of baking, catering, bar, and other restaurant supplies BHS Foodserv ice Solutions P (Buyer)

1/18/2016 CNX Distribution Inc. Distributor of specialty chemicals Maroon Group, LLC P (Buyer)

1/15/2016 Comfort Equestrian Ltd. Distributor of fine equestrian products Bieman de Haas B.V.

1/14/2016Nitrogen Serv ices LLC and Pipeliner's Warehouse,

Inc.Distributor of nitrogen, pipeline pigging, and pumps

Cross Country Pipeline Supply Co.,

Inc.P (Buyer)

1/14/2016 PumpTek, LLC Distributor of seal-less pumps Ohio Transmission Corporation P (Buyer)

1/14/2016 Florida Contractor Rentals, Inc. Distributor of heavy and compact rental equipment Dealer Spike, LLC

1/12/2016 R.F. Supply, Inc. Distributor of fabricated and flat glass productsTrulite Glass & Aluminum Solutions,

LLCP (Buyer)

1/12/2016 The Chenille Kraft Company Distributor of craft and education products Pacon Corporation P (Buyer)

1/11/2016 Golden Eagle Distributors, Inc. Distributor of beer Hensley & Company

1/11/2016 Glazer's, Inc. Assets Distributor of malt beveragesSouthern Wine & Spirits of

America, Inc.

M&A TRANSACTIONS

5

SPECIALTY DISTRIBUTION

INDUSTRY UPDATE │ FEBRUARY 2016

Announced M&A Transactions

Private Equity

Announced Target Description Acquirer Involvement

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ECONOMIC UPDATE

6

SPECIALTY DISTRIBUTION

INDUSTRY UPDATE │ FEBRUARY 2016

A Snapshot of Key Economic Indicators

As of February 15, 2016

PMI INDEX1 ISM NEW ORDERS INDEX2

INDUSTRY PRODUCTION INDEX3 U.S. MANUFACTURING CAPACITY UTILIZATION

MANUFACTURING INVENTORIES & BACKLOG4,5 DURABLE GOODS NEW ORDERS6

1. A PMI Index figure greater than 50 indicates expansion.

3. A Production Index figure greater than 50 indicates expansion.

4. A Manufacturing Inventory Index figure greater than 50 indicatesexpansion.5. A Backlog Index figure greater than 50 indicates expansion.

2. An ISM Index figure greater than 50 indicates expansion.

6. Durable Goods New Orders for December 2015. January releaseon February 25.

32

38

44

50

56

62

35

40

45

50

55

60

65

Jan-11 Jan-12 Jan-13 Jan-14 Jan-15 Jan-15

Inventories Backlog of Orders

25

30

35

40

45

50

55

60

65

70

75

25

30

35

40

45

50

55

60

65

70

75

$100

$150

$200

$250

$300

$350

($ in

bill

ion

s)

50%

60%

70%

80%

90%

100%

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Energy, Power& Infrastructure

IndustrialsHealthcare & Life Sciences

Transportation & Logistics

Aerospace, Defense & Government

Services

Business Services

Building Products & Materials

Technology, Media & Telecom

Specialty Distribution

Consumer

PAGE |

HARRIS WILLIAMS & CO. OFFICE LOCATIONS

UNITED STATES EUROPE

BostonTwo International Place24th FloorBoston, Massachusetts 02110Phone: +1 (617) 482-7501

Cleveland1900 East 9th Street20th FloorCleveland, Ohio 44114Phone: +1 (216) 689-2400

Minneapolis222 South 9th StreetSuite 3350Minneapolis, Minnesota 55402Phone: +1 (612) 359-2700

Richmond (Headquarters)1001 Haxall Point9th FloorRichmond, Virginia 23219Phone: +1 (804) 648-0072

San Francisco575 Market Street31st FloorSan Francisco, California 94105Phone: +1 (415) 288-4260

FrankfurtBockenheimer Landstrasse 33-3560325 FrankfurtGermanyPhone: +49 069 3650638 00

London63 Brook StreetLondon W1K 4HS, EnglandPhone: +44 (0) 20 7518 8900

NETWORK OFFICES

Beijing

Hong Kong

Mumbai

New Delhi

Shanghai

Specialty Distribution

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 andcollaboration across the firm, and our commitment to learning what makes them unique. For moreinformation, visit our website.

7

OUR FIRM

SPECIALTY DISTRIBUTION

INDUSTRY UPDATE │ FEBRUARY 2016

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www.harriswilliams.de

HARRIS WILLIAMS & CO.

8

SPECIALTY DISTRIBUTION

INDUSTRY UPDATE │ FEBRUARY 2016

Federal Reserve

Industrial Distribution

The Electrical Distributor Magazine

The Wall Street Journal

PitchBook

Harvard Business Review

DISCLOSURES

PNC Economic Outlook

S&P Capital IQ

Thomson Financial – SDC Database

United States Census Bureau

Modern Distribution Management

New York Times Dealbook

SOURCES

Harris Williams & Co. (www.harriswilliams.com and www.harriswilliams.de) 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.

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 7078852. 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, 60325 Frankfurt am Main, Germany. Permanent Representative (Ständiger Vertreter) of the Branch Niederlassung: Mr. Jeffery H. Perkins.

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, optionsthereon 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.