Specialty Chemicals Quarterly First Quarter 2015 SPECIALTY CHEMICALS REVIEW Market Commentary Global Adhesives and Sealants Market The global adhesives and sealants market, which totaled approximately $13.8 billion in 2012, is expected to grow 3-4% in 2015. Regionally, North America is expected to grow 3-4%, 2-3% in Europe and 5-6% in Asia, according to IHS. Cheaper oil and petrochemical feedstocks are expected to drive down raw material costs and modestly boost margins. Demand is expected to rise from industrial assembly applications, particularly automotive, as well as emerging markets with expanding consumer purchasing power. NPE2015 Takeaways Companies at the 2015 International Plastics Showcase generally expressed optimistic views on plastics markets. Producers expect polyethylene prices to remain healthy as a result of sustained demand, despite the recent drop in crude oil markets, particularly in emerging markets driven partly by urbanization in countries such as China and India. Styrenic resin is expected to benefit from relatively strong demand in the short term as a result of inventory replenishment along the value chain. In the medium-to-long term, styrenic resin is expected to be driven by growth in the U.S. economy, aided by lower crude oil prices which will likely increase the average household disposable income. Over the next decade, materials such as acrylonitrile butadiene styrene (“ABS”) and specialty resins will grow and will be primarily driven by megatrends in the automotive, healthcare and electronics industries. Mergers & Acquisitions and Capital Markets Update (see pg. 3-10) On March 27, Olin agreed to acquire the Chlor-Alkali and Downstream Derivatives Businesses from the Dow Chemical Company for $5.1 billion (1.1x 2014 sales and 8.0x 2014 EBITDA). On March 16, A. Schulman agreed to acquire Citadel Plastics Holdings, the West Chicago, Illinois-based manufacturer and distributer of thermoplastic compounds and thermoset resins, from HGGC and Charlesbank Capital Partners for $800 million (1.5x 2014 sales and 10.7x 2014 EBITDA). KeyBanc Capital Markets acted as the exclusive sell-side financial advisor to Citadel Plastics. On March 16, CVC Capital Partners agreed to acquire the Polymer Intermediates and Composite Resins Businesses of Royal DSM for $630 million (0.3x 2014 pro-forma sales and 5.9x 2014 pro-forma EBITDA). On February 3, Tronox agreed to acquire FMC Alkali Chemicals, the Philadelphia, Pennsylvania-based producer of natural soda-ash for $1.6 billion (2.1x 2014 sales and 7.2x 2014 EBITDA). Source: Company Filings, Press Releases, IHS Chemical Week, ICIS, Plastic News, American Chemistry Council Markets Update (see pg. 11) The KeyBanc Capital Markets’ (“KBCM”) Specialty Chemicals Index increased 3.7% in Q1’15, compared to a 0.4% increase in the S&P 500. The Chemical Index is up 1.3% over the last year vs. an 10.4% increase for the S&P 500. Disclosure: KeyBanc Capital Markets is a trade name under which corporate and investment banking products and services of KeyCorp and its subsidiaries, KeyBanc Capital Markets Inc., Member NYSE/FINRA/SIPC, and KeyBank National Association (“KeyBank N.A.”), are marketed. Securities products and services are offered by KeyBanc Capital Markets Inc. and its licensed securities representatives, who may also be employees of KeyBank N.A. Banking products and services are offered by KeyBank N.A. This report was not issued by our research department. The information contained in this report has been obtained from sources deemed to be reliable but is not represented to be complete, and it should not be relied upon as such. This report does not purport to be a complete analysis of any security, issuer, or industry and is not an offer or a solicitation of an offer to buy or sell any securities. This report is prepared for general information purposes only and does not consider the specific investment objectives, financial situation and particular needs of any individual person or entity. 1 Specialty Chemicals Quarterly First Quarter 2015 RAW MATERIAL PRICE TRENDS (Through March 31, 2015) Natural Resources Cru d e O il Natu ral G as End of Month Price $47.60 $2.62 MoM % Change (4.0%) (7.6%) YoY % Change (53.1%) (41.3%) NAT . RE S O URCE S $1.00 MoM % Change (9.2%) (11.8%) YoY % Change (15.4%) (33.6%) $2.5 $100 $4.8 $2.1 $75 $3.6 $50 $2.4 $25 $1.2 Sep-14 Crude Oil (WTI) US$ / MT $6.0 Jun-14 $1.7 $1.3 $0.9 $0.0 Mar-15 Dec-14 Nat. Ru b b er $1.65 $125 $0 Mar-14 P alm O il End of Month Price US$ / MMBtu US$ / bbl E NE RG Y $0.5 Mar-14 Nat. Gas (Henry Hub) Jun-14 Sep-14 Palm Oil (Rotterdam) Dec-14 Mar-15 Nat. Rubber (Singapore) Petrochemicals (Gulf Coast) O L E F INS E th ylen e P rop ylen e $0.34 $0.37 MoM % Change (2.9%) YoY % Change (34.8%) End of Month Price ARO M AT ICS Ben z en e T olu en e End of Month Price $2.55 $2.50 $0.54 (10.5%) MoM % Change 8.1% 0.4% 12.9% (40.0%) YoY % Change (46.9%) (32.1%) $0.8 US$ / gal $0.6 $0.5 $0.4 $0.3 Mar-14 (24.7%) $6.0 $1.0 $5.0 $0.8 $4.0 $0.6 $3.0 $0.4 $2.0 $0.2 $1.0 Jun-14 Sep-14 Ethylene Dec-14 $0.0 Mar-14 Mar-15 Propylene US$ / lb US$ / lb $0.7 S tyren e Jun-14 Benzene Sep-14 $0.0 Mar-15 Dec-14 Toluene Styrene L DP E Plastics P L AS T ICS PP PS PVC P L AS T ICS HDP E $0.94 $1.18 $1.13 End of Month Price $0.92 $1.02 YoY % Change ($0.18) ($0.15) 0.9% YoY % Change (12.4%) (11.3%) 2-Year % Change (21.0%) (3.3%) 8.7% 2-Year % Change (2.1%) 0.0% End of Month Price $1.4 $1.6 $1.2 US$ / lb US$ / lb $1.4 $1.2 $1.0 $0.8 $0.8 $0.6 Mar-13 $1.0 Sep-13 PP Mar-14 PS Sep-14 Mar-15 PVC $0.6 Mar-13 Sep-13 HDPE Mar-14 Sep-14 Mar-15 LDPE Source: Bloomberg 2 Specialty Chemicals Quarterly First Quarter 2015 SELECT RECENT TRANSACTION ACTIVITY Closed (Announced) 3/31/2015 (3/31/2015) Acquirer (Parent) PPG Industries Inc. Target (Seller) The Flood Company Australia Highlights PPG Industries acquired certain assets of The Flood Company Australia, the Australian-based manufacturer and distributer of specialty wood stain and paint additive solutions The acquisition allows PPG to further expand its architectural paint and coatings offering and establish a position in wood care in Australia Pending (3/27/2015) Olin Corp. Chlor-Alkali and Downstream Derivatives Businesses (The Dow Chemical Company) Olin agreed to acquire the Chlor-Alkali and Downstream Derivatives Businesses from the Dow Chemical Company for $5.1 billion (1.1x 2014 sales and 8.0x 2014 EBITDA) The deal will be structured as a Reverse Morris Trust and will result in Dow shareholders receiving approximately 50.5% of the shares of Olin with existing Olin shareholders owning 49.5% The Chlor-Alkali and Downstream Derivatives Businesses generated 2014 sales and EBITDA of $4.8 billion and $640 million, respectively Pending (3/19/2015) Pending (3/19/2015) International Chemical Investors Group S.E. The Remedy Business (INEOS and Solvay S.A.) International Chemical Investors Group (“ICIG”) agreed to acquire the Remedy Business of INEOS and Solvay SK Capital Partners AEB SpA (Investindustrial) SK Capital Partners agreed to acquire AEB, the Italian-based provider of biotechnology solutions, processing aids and specialized equipment for winemakers, beer brewers and other food and beverage products The Remedy Business includes chlorine, ethylene dichloride (“EDC”), polyvinyl chloride (“PVC”) and vinyl chloride monomer (“VCM”) plants throughout Europe; in addition, the membrane chlorine plant at Runcorn, U.K. is to be placed in a 50 / 50 joint venture between INOVYN™ and ICIG The acquisition will provide AEB with the partners necessary to support the Company’s next phase of growth 3/18/2015 (3/18/2015) W.F. Young, Inc. Unicorn Editions, Ltd. W.F. Young acquired Unicorn Editions, the Plains, Virginia-based solutions provider for cleaning, conditioning and restoring leather and vinyl products Unicorn Editions’s Leather Therapy line will complement W.F. Young’s One-Step® products as well as strengthen W.F. Young’s position in the leather care market 3/17/2015 (3/17/2015) 3/31/2015 (3/17/2015) Transilwrap Company, Inc. (The Jordan Company) CLEAR FOCUS Imaging, Inc. Sika AG Axson Technologies S.A. (BSR Group) Transilwrap Company acquired CLEAR FOCUS Imaging, the Santa Rosa, Californiabased manufacturer of printable plastic films for large-scale display advertising The acquisition expands and strengthens Transilwrap’s value-added manufacturing capabilities to support growth in new market segments Sika acquired Axson Technologies, the French-based manufacturer and supplier of epoxy and polyurethane polymer formulations for design, prototyping and tooling, structural adhesives, composite materials and encapsulation products The acquisition enables Sika to increase its product offering and expertise in its Tooling and Composites business Axson Technologies generated 2014 sales of $61.9 million Source: Company Filings, ChemWeek, Press Releases, Capital IQ 3 Specialty Chemicals Quarterly First Quarter 2015 SELECT RECENT TRANSACTION ACTIVITY Closed (Announced) Acquirer (Parent) Pending (3/16/2015) A. Schulman Inc. Target (Seller) Citadel Plastics Holdings (HGGC, LLC and Charlesbank Capital Partners LLC) Highlights A. Schulman agreed to acquire Citadel Plastics Holdings, the West Chicago, Illinoisbased manufacturer and distributer of thermoplastic compounds and thermoset resins, from HGGC and Charlesbank Capital Partners for $800 million (1.5x 2014 sales and 10.7x 2014 EBITDA) The acquisition enhances A. Schulman’s existing portfolio and presents attractive expansion opportunities in other fast-growing sectors such as aerospace, medical, LED lighting and oil & gas Citadel Plastics represents A. Schulman’s eleventh acquisition since 2010 Citadel Plastics generated 2014 sales and EBITDA of $525 million and $75 million, respectively KeyBanc Capital Markets acted as the exclusive sell-side financial advisor to Citadel Plastics Holdings Pending (3/16/2015) CVC Capital Partners Polymer Intermediates and Composite Resins Businesses (Royal DSM) CVC Capital Partners agreed to acquire the Polymer Intermediates and Composite Resins Businesses of Royal DSM for $630 million (0.3x 2014 pro-forma sales and 5.9x 2014 pro-forma EBITDA) The acquisition, which will be 65% owned by CVC and 35% by Royal DSM, will provide the partners necessary to support the Polymer Intermediates and Composite Resin Business’s next phase of growth The Polymer Intermediates and Composite Resin Business generated 2014 proforma revenue and EBITDA of $2.2 billion and $111.3 million, respectively 3/16/2015 (3/16/2015) MCM Capital Partners Performance Plastics, Ltd. MCM Capital Partners acquired Performance Plastics, the Cincinnati, Ohio-based custom injection molding company The acquisition provides Performance Plastics with the partners necessary to support the Company’s next phase of growth Pending (3/12/2015) Solvay S.A. ERCA Emery Surfactant B.V. Facility (Emery Oleochemicals and ERCA Group) Solvay agreed to acquire the ERCA Emery Surfactant B.V. alkoxylation facility The on-pipe facility, commissioned in 2014, benefits from a competitive and secure supply of the key raw material ethylene oxide via pipeline from the industrial park, which is located between the key regional transport and logistics hubs of Rotterdam and Antwerp, Belgium The acquisition will strengthen Solvay’s strategy of securing sustainable, large-scale surfactant assets worldwide 03/11/2015 (03/11/2015) 03/16/2015 (03/5/2015) One Rock Capital Partners, LLC Armacell International S.A. (Armacell GmbH) Compass Chemical International LLC (BMMC Holdings LLC) One Rock Capital Partners acquired Compass Chemical International, the Smyma, Georgia-based producer of organophosphonates Industrial Thermo Polymers Limited Armacell International acquired Industrial Thermo Polymers (“ITP”), the Canadanbased manufacturer of extruded polyethylene insulation products Compass Chemical should be able to leverage One Rock’s chemicals industry experience to expand its customer base and service offerings The acquisition positions Armacell International at top of the Canadian market in extruded polyethylene insulation foams, strengthening its overall market position in the North America, while adding significant technological capabilities ITP generated 2014 sales of $25.9 million Source: Company Filings, ChemWeek, Press Releases, Capital IQ 4 Specialty Chemicals Quarterly First Quarter 2015 SELECT RECENT TRANSACTION ACTIVITY Closed (Announced) 3/2/2015 (3/2/2015) Acquirer (Parent) Arkema S.A. Target (Seller) OXIDO s.r.l. Highlights Arkema acquired OXIDO, the Italian-based manufacturer of organic peroxides The acquisition consolidates Arkema’s leading position in the organic peroxides sector and enriches its range of products for the cable, automotive and construction industries OXIDO generated 2014 sales of $22.1 million 3/2/2015 (3/2/2015) Pending (2/26/2015) Bayer MaterialScience AG (Bayer AG) Thermoplast Composite GmbH (Herbert Börger, Ingolf Knaup and others) Bayer MaterialScience acquired Thermoplast Composite (“TCG”), the German-based producer of thermoplastic fiber composites ALTIVIA Corporation (Brenntag AG) Specialty Phosgene Derivatives Business (Axiall Corporation) ALTIVIA agreed to acquire the Specialty Phosgene Derivatives Business of Axiall, which includes the La Porte, Texas chemical production facility The acquisition strengthens Bayer MaterialScience’s position in the future-oriented market for composite materials and provides access to TCG’s technological patents The acquisition will enable ALTIVIA to produce new products for specialized applications and create sufficient scale to compete globally The La Porte chemical plant is the largest North American production facility of merchant phosgene derivatives, including chloroformates and acid chlorides Pending (2/26/2015) 2/25/2015 (2/25/2015) Bachem Americas, Inc. (Bachem Holding AG) American Peptide Company, Inc. (Otsuka Holdings Company, Ltd.) Bachem Americas agreed to acquire American Peptide Company, the Irvine, California-based manufacturer of peptide and protein research tools for life science, biotech and pharmaceutical communities Ferro Corporation TherMark Holdings, Inc. Ferro acquired TherMark Holdings, the Irvine, California-based producer of laser marking technology and materials for approximately $5.5 million The acquisition will strengthen Bachem’s position in the U.S. and provide immediate access to additional large-scale production capacity for its growing global project portfolio The acquisition complements Ferro’s Performance Colors and Glass industrial products portfolio and provides the Company access to the fast-growing, high-value niche laser marking industry Pending (2/23/2015) Pending (2/12/2015) Tekni-Plex Europe N.V. (American Securities) Pharmaceutical Blister Film and Adhesive Tape Substrate Film Businesses (Gallazzi Spa) Tekni-Plex Europe agreed to acquire the Pharmaceutical Blister Film and Adhesive Tape Substrate Businesses of Gallazzi Pyrolyx AG Carbon Clean Tech AG Pyrolyx agreed to acquire Carbon Clean Tech, the German-based manufacturer of recovered carbon black The acquisition will add mono‐polyvinyl chloride (“PVC”) calendaring capabilities to Tekni-Plex’s blister portfolio in Europe, as well as state‐of‐the‐art polyvinylidene chloride (“PVDC”) coating, strengthening the Company’s barrier blister technology base The acquisition will enable Pyrolyx to expand its production capacity and accelerate its rate of innovation Pyrolyx will become the world’s largest producer of recovered carbon black from post-consumer rubber and tires Source: Company Filings, ChemWeek, Press Releases, Capital IQ 5 Specialty Chemicals Quarterly First Quarter 2015 SELECT RECENT TRANSACTION ACTIVITY Closed (Announced) Pending (2/11/2015) Acquirer (Parent) Tessenderlo Kerley, Inc. (Tessenderlo Chemie NV) Target (Seller) Herbicide Assets of Norflurazon (Syngenta Crop Protection, LLC) Highlights Tessenderlo Kerley agreed to acquire the Herbicide Assets of Norflurazon (SOLICAM®) from Syngenta Crop Protection SOLICAM® is used to control grass and broadleaf weeds in citrus, alfalfa, peanuts, tree fruits, nuts, caneberries, grapes, asparagus and other crops The acquisition expands Tessenderlo Kerley’s portfolio of niche crop protection products and provides customers with continued access to the herbicide 2/9/2015 (2/9/2015) Nautic Partners, LLC IPS Corporation (Calera Capital) Nautic Partners has partnered with management to acquire IPS Corporation, the Compton, California-based provider of solvent cements, specialty plumbing products and specialty adhesives IPS has operations throughout the U.S., as well as the U.K and China, and a worldwide network of sales representatives and distributors 4/1/2015 (2/3/2015) Tronox Limited FMC Alkali Chemicals, Inc. (FMC Corp.) Tronox acquired FMC Alkali Chemicals, the Philadelphia, Pennsylvania-based producer of natural soda-ash for $1.6 billion (2.1x 2014 sales and 7.2x 2014 EBITDA) The acquisition diversifies Tronox’s end market exposure and increases its participation in faster growing developing economies FMC Alkali Chemicals is expected to generate 2014 sales and EBITDA of $800 million and $228 million, respectively 2/3/2015 (2/3/2015) Frutarom Industries Ltd FoodBlenders Limited Frutarom Industries acquired FoodBlenders, the U.K.-based producer of convenience mixes and ingredients for the bakery, ready meal and meat processing industries for $2.4 million (0.8x 2014 sales) The acquisition will generate synergies between FoodBlenders’ activity and Frutarom’s expanding savory activity in the U.K. and globally FoodBlenders generated 2014 sales of $3 million 2/3/2015 (2/3/2015) 3/11/2015 (2/2/2015) VWR Corporation (Varietal Distribution Holdings, LLC) National Biochemicals Corp. Hempel A/S (Hempel Holding A/S) JONES-BLAIR Company VWR acquired National Biochemicals (“NBC”), the Twinsburg, Ohio-based manufacturer and supplier of molecular biology reagents, multi-compendial chemicals and biotechnology and diagnostic biochemicals The acquisition enables VWR to more effectively leverage its infrastructure to provide enhanced solutions to its customers and strengthen its position in the biotech, pharmaceutical, cell culture and diagnostics industries Hempel acquired the JONES-BLAIR Company, the Dallas, Texas-based manufacturer of decorative, protective and elastomeric coating solutions The acquisition is part of Hempel’s strategy to become one of the world’s top-10 largest coatings suppliers by the end of 2015 JONES-BLAIR represents Hempel’s third acquisition in the last five months 2/2/2015 (2/2/2015) Chase Corporation Microspheres and Polyurethane Intermediates Business (Henkel Family Trust) Chase acquired the Microspheres and Polyurethane Intermediates Business of Henkel Corporation for $33.3 million The acquisition is in-line with Chase’s corporate strategy to broaden its specialty chemical expertise Source: Company Filings, ChemWeek, Press Releases, Capital IQ 6 Specialty Chemicals Quarterly First Quarter 2015 SELECT RECENT TRANSACTION ACTIVITY Closed (Announced) Pending (1/30/2015) 1/30/2015 (1/30/2015) Pending (1/29/2015) Acquirer (Parent) Target (Seller) Highlights Aerospace and Automotive Sealants Businesses (Le Joint Francais SNC) PPG Industries agreed to acquire the Aerospace and Automotive Sealants Businesses of Le Joint Francais (“LJF”) The Lubrizol Corporation (Berkshire Hathaway Inc.) EcoQuimica Industria e Comercio Produtos Quimica Ltda. Lubrizol acquired EcoQuimica Industria e Comercio Produtos Quimica, the Brazilianbased manufacturer and supplier of coatings technology for products sold into decorative paints, textiles, cement, elastomeric coatings and paper coatings Investcorp Bank B.S.C. Fritta, S.L. (Nazca Capital, SGECR, S.A.) Investcorp Bank agreed to acquire Fritta, the Spanish-based designer and manufacturer of frits, glazes, ceramic colors and inkjet inks PPG Industries Inc. The acquisition will enable PPG to serve its aerospace and automotive customers with greater geographic reach and a wider array of automotive products LJF has been a licensee of PPG’s technology for more than 60 years The acquisition expands Lubrizol’s performance coatings footprint in the Latin American marketplace The acquisition will provide Fritta with the partners necessary to support the Company’s next phase of growth Fritta is expected to generate 2014 sales and EBITDA of $88 million and $14 million, respectively 2/10/2015 (1/27/2015) ALLETE, Inc. U.S. Water Services, Inc. (Excellere Partners) ALLETE acquired an 87% stake in U.S. Water Services, the St. Michael, Minnesota based provider of chemicals and equipment for water management and treatment to industrial customers for $194 million (1.6x 2014 sales) The acquisition is consistent with ALLETE’s strategy of investing in energy infrastructure and related services to complement its core regulated utility, reducing cyclicality and generating long-term earnings growth U.S. Water Services generated 2014 sales of $120 million 1/20/2015 (1/20/2015) J6 Polymers, LLC Specialty Polyurethane Systems Business (Stepan Company) J6 Polymers acquired Stepan Company’s Millsdale, Illinois-based Specialty Polyurethanes Systems Business (“KITS”) The transaction allows Stepan’s polymer business segment to redeploy resources to further improve growth and innovation in its line of polyols for coatings, adhesives, sealants and elastomers applications The business generated 2014 sales of $2.8 million 1/16/2015 (1/16/2015) Koppers Inc. (Koppers Holdings Inc.) Creosote Distribution Business (KMG Chemicals) Koppers acquired the Creosote Distribution Business of KMG Chemicals for $15.5 million (including the fair market value of inventory, estimated at $3 million) The acquisition also includes the transfer of leased railcars and storage tanks, as well as various customer agreements from KMG Chemicals to Koppers The acquisition provides a steady supply of creosote, an important component of the railroad crosstie treating process, while the strategic location of leased tank space provides an attractive option for importing coal tar 1/9/2015 (1/9/2015) Royal Adhesives & Sealants, LLC (Arsenal Capital Partners ) Advanced Polymers International (PCI Paper Conversions Inc.) Royal Adhesives & Sealants acquired Advanced Polymers International, the Syracuse, New York-based manufacturer of microsphere-based adhesives The acquisition provides Royal Adhesives & Sealants a niche, value-added adhesive technology that can be customized to provide adhesive solutions to customers worldwide Source: Company Filings, ChemWeek, Press Releases, Capital IQ 7 Specialty Chemicals Quarterly First Quarter 2015 SELECT RECENT TRANSACTION ACTIVITY Closed (Announced) Acquirer (Parent) Pending (1/7/2015) Sumitomo Rubber Industries Ltd. Target (Seller) Lonstroff AG (BV Holding AG) Highlights Sumitomo Rubber Industries agreed to acquire Lonstroff, the Swiss-based manufacturer of elastomers for industrial and pharmaceutical markets for $43.7 million (0.9x 2014 sales) The acquisition secures production facilities in Europe for Sumitomo’s medical packaging materials and medical rubber parts, which have significant growth potential Lonstroff generated 2014 sales of $44.5 million 12/31/2014 (1/1/2015) 2/9/2015 (12/29/2014) SRF Limited (Kama Holdings Ltd.) Pamplona Capital Management Dymel Pharmaceutical Propellant Business (E. I. du Pont de Nemours and Company) SRF acquired the Dymel Pharmaceutical Propellant Business (“Dymel”) of E. I. du Pont de Nemours and Company for approximately $20 million Charter Nex Films (Mason Wells) Pamplona Capital Management acquired Charter Nex Films, the Milton, Wisconsinbased producer of high-performance blown polyethylene films Dymel provides a non-ozone depleting alternative propellant for use in the pharmaceutical industry The acquisition provides SRF with immediate access to the niche pharmaceutical segment at a global level The acquisition provides Charter Nex Films with the partners necessary to support the Company’s next phase of growth Pending (12/3/2014) Valent U.S.A. Corporation (Sumitomo Chemical Co. Ltd) Asana® Insecticide Business (E. I. du Pont de Nemours and Company) Valent U.S.A. agreed to acquire the Asana® Insecticide Business of E.I. du Pont de Nemours and Company Asana® Insecticide is a proven control tool for a wide range of insect pests in major field crops, vegetables, tree fruits and nuts The acquisition broadens Valent U.S.A.’s range of solutions to meet the growing demand of its customer’s insect management needs Source: Company Filings, ChemWeek, Press Releases, Capital IQ 8 Specialty Chemicals Quarterly First Quarter 2015 SPECIALTY CHEMICALS PUBLIC TRADING STATISTICS (Through March 31, 2015) $ in millions, except per share data Advanced Materials, Polymers & Additives Adhesives, Sealants & Coatings Company Axalta Coating Systems, Ltd. H.B. Fuller Company PPG Industries, Inc. Quaker Chemical Corporation RPM International Inc. Sherwin-Williams Company Valspar Corporation Ticker AXTA FUL PPG KWR RPM SHW VAL Stock Market Price Cap. $27.62 $42.87 $225.54 $85.64 $47.99 $284.50 $84.03 $6,348 $2,158 $30,685 $1,141 $6,419 $26,998 $6,827 Diversified 1 month 3 months 1 year Value EBITDA EV / LTM EBITDA Margin EBITDA (2.7%) (4.1%) (4.2%) 5.5% (5.1%) (0.2%) (3.0%) 6.1% (3.7%) (2.4%) (7.0%) (5.4%) 8.2% (2.8%) NA (11.2%) 16.6% 8.6% 14.7% 44.3% 16.5% $9,731 $2,855 $33,607 $1,160 $7,688 $28,762 $8,342 $4,362 $2,089 $15,386 $766 $4,498 $11,213 $4,558 $805 $208 $2,359 $95 $566 $1,506 $706 18.5% 10.0% 15.3% 12.4% 12.6% 13.4% 15.5% 12.1x 13.7x 14.2x 12.2x 13.6x 19.1x 11.8x (2.0%) (3.0%) (1.0%) (2.8%) 14.9% 15.6% $13,163 $8,342 $6,125 $4,498 $892 $706 14.6% 15.7% 13.8x 13.6x 13.2% (13.6%) 2.9% (1.6%) 8.1% 5.0% 0.1% 1.4% 4.3% 7.0% (6.0%) 1.4% 18.9% 7.3% 17.0% (3.2%) 23.9% 8.6% (2.8%) 18.4% 0.8% 4.8% (1.5%) 3.9% 32.9% (6.9%) 10.7% (8.1%) 18.1% 2.6% (22.7%) 22.3% (9.6%) (17.8%) 1.9% (35.5%) $1,664 $3,556 $4,463 $1,278 $5,299 $1,223 $972 $6,227 $829 $712 $4,114 $1,118 $2,430 $5,791 $2,034 $1,112 $1,866 $961 $1,230 $2,319 $1,068 $968 $3,836 $1,927 $154 $306 $305 $133 $387 $139 $123 $414 $98 $68 $435 $159 6.3% 5.3% 15.0% 11.9% 20.7% 14.5% 10.0% 17.8% 9.2% 7.0% 11.3% 8.2% 10.8x 11.6x 14.6x 9.6x 13.7x 8.8x 7.9x 15.0x 8.5x 10.5x 9.5x 7.1x 1.9% 2.1% 8.0% 6.1% (1.0%) (2.5%) $2,621 $1,471 $2,128 $1,896 $227 $156 10.6% 8.2% 10.6x 10.1x (6.6%) (0.2%) 1.4% (0.3%) (2.2%) 4.0% (7.0%) (9.7%) (1.3%) 22.1% (0.2%) 14.3% 9.4% 7.8% (0.3%) 2.4% (12.1%) 6.3% 10.5% 2.6% (6.8%) 10.4% (8.7%) 0.4% (2.7%) (24.2%) 5.3% 40.7% 5.9% 17.8% 3.6% 12.4% (20.4%) 28.0% 4.5% (23.8%) 0.6% 7.9% (19.7%) (25.2%) (9.2%) (52.3%) 13.2% 16.0% NA 8.7% (0.3%) (3.8%) $7,211 $10,837 $4,662 $4,086 $10,889 $1,969 $17,749 $9,281 $9,959 $1,217 $3,774 $2,901 $1,803 $9,732 $8,683 $602 $3,914 $6,080 $4,569 $3,561 $6,547 $2,190 $9,527 $4,038 $11,578 $1,555 $1,725 $2,241 $1,318 $4,415 $3,243 $702 $981 $1,104 $393 $540 $1,062 $217 $2,056 $846 $1,266 $101 $319 $357 $225 $1,313 $576 $47 25.1% 18.2% 8.6% 15.2% 16.2% 9.9% 21.6% 21.0% 10.9% 6.5% 18.5% 15.9% 17.1% 29.7% 17.8% 6.7% 7.4x 9.8x 11.9x 7.6x 10.3x 9.1x 8.6x 11.0x 7.9x 12.0x 11.8x 8.1x 8.0x 7.4x 15.1x 12.8x 2.1% (0.2%) 3.8% 4.5% (5.0%) (0.3%) $6,585 $5,937 $4,200 $3,738 $713 $558 17.0% 14.9% 9.9x 9.4x (5.8%) (6.0%) 0.4% (3.7%) 8.3% 0.1% (8.6%) (16.9%) (3.6%) 15.8% 14.2% 0.7% (50.9%) 6.3% (0.6%) 22.7% 22.1% 48.1% $404 $1,996 $1,310 $9,947 $3,720 $15,946 $299 $541 $839 $3,089 $1,427 $2,785 $29 $114 $142 $688 $270 $847 9.8% 21.0% 17.0% 22.3% 19.0% 30.4% 13.9x 17.6x 9.2x 14.4x 13.8x 18.8x Average Median (1.1%) (1.8%) 0.3% (1.4%) 7.9% 14.2% $5,554 $2,858 $1,497 $1,133 $348 $206 23.3% 18.2% Overall Average Overall Median 0.9% (0.2%) 3.7% 3.6% 1.3% 2.6% Average Median A. Schulman, Inc. Calumet Specialty Products Partners Cytec Industries Inc. Ferro Corporation Hexcel Corporation Innospec Inc. Kraton Performance Polymers, Inc. NewMarket Corporation OM Group, Inc. OMNOVA Solutions Inc. PolyOne Corporation Stepan Company SHLM CLMT CYT FOE HXL IOSP KRA NEU OMG OMN POL SCL $48.20 $24.05 $54.04 $12.55 $51.42 $46.39 $20.21 $477.80 $30.03 $8.53 $37.35 $41.66 $1,403 $1,822 $3,854 $1,095 $4,954 $1,127 $637 $5,946 $908 $400 $3,328 $928 Average Median Albemarle Corporation Ashland Inc. Axiall Corporation Cabot Corporation Celanese Corporation Chemtura Corporation Eastman Chemical Co. FMC Corp. Huntsman Corporation Koppers Holdings Inc. Minerals Technologies Inc. Olin Corp. Orion Engineered Carbons SA Westlake Chemical Corporation W.R. Grace & Co. Zep Inc. ALB ASH AXLL CBT CE CHMT EMN FMC HUN KOP MTX OLN OEC WLK GRA ZEP $52.84 $127.31 $46.94 $45.00 $55.86 $27.29 $69.26 $57.25 $22.17 $19.68 $73.10 $32.04 $18.00 $71.94 $98.87 $17.03 $5,926 $8,818 $3,296 $2,867 $8,691 $1,831 $10,318 $7,644 $5,440 $403 $2,537 $2,482 $1,073 $9,558 $7,219 $393 Average Median Fine Chemicals LTM Revenue Stock Performance (% Change) Enterprise American Vanguard Corp. Balchem Corp. Innophos Holdings Inc. International Flavors & Fragrances Inc. Sensient Technologies Corp. Sigma-Aldrich Corporation AVD BCPC IPHS IFF SXT SIAL $10.62 $55.38 $56.36 $117.40 $68.88 $138.25 $310 $1,714 $1,211 $9,480 $3,273 $16,515 Consensus EBITDA 2015P $876 $286 $2,724 $101 $662 $1,824 $751 2016P 2016P 11.1x 10.0x 12.3x 11.5x 11.6x 15.8x 11.1x 10.2x 9.0x 11.4x 10.7x 10.3x 14.2x 10.5x 12.1x 11.6x 11.0x 10.6x 8.7x 8.7x 10.3x 7.7x 12.5x 8.1x 6.8x 14.8x 7.7x 7.3x 8.6x 6.1x 7.6x 7.6x 9.1x 7.0x 11.1x 7.9x 5.5x 15.2x 6.6x NA 7.8x 5.7x 8.9x 8.3x 8.3x 7.6x 8.0x 9.2x 8.1x 7.3x 7.7x 8.3x 7.9x 10.5x 6.8x 7.3x 9.4x 7.9x 8.2x 8.0x 11.3x 10.3x 7.4x 8.5x 7.0x 6.8x 7.2x 7.0x 7.5x 9.1x 5.8x 6.7x 8.9x 4.4x 7.7x 7.5x 10.3x 9.8x 8.5x 8.0x 7.6x 7.4x 8.2x 12.3x 8.8x 13.9x 13.5x 18.7x 6.8x 10.7x 8.2x 12.9x 12.2x 17.8x 14.6x 14.2x 12.5x 12.9x 11.4x 11.4x 11.5x 11.6x 9.8x 8.7x 8.9x 8.1x $192 $410 $435 $165 $424 $151 $143 $420 $108 $97 $480 $185 $900 $1,177 $578 $559 $1,413 $238 $2,234 $887 $1,471 $166 $402 $366 $220 $1,214 $771 $58 $50 $162 $149 $718 $276 $855 $953 $316 $2,938 $108 $747 $2,026 $797 EV / EBITDA 2015P $220 $465 $488 $182 $476 $156 $176 $411 $126 NA $526 $195 $980 $1,280 $668 $599 $1,514 $281 $2,365 $1,015 $1,703 $182 $422 $653 $235 $1,292 $845 $62 $59 $187 $159 $769 $306 $898 Source: Capital IQ, Reuters, SEC Filings 9 Specialty Chemicals Quarterly First Quarter 2015 SPECIALTY CHEMICALS PUBLIC TRADING STATISTICS (Through March 31, 2015) Advanced Materials, Polymers & Additives Adhesives, Sealants & Coatings $ in millions Company Ticker Axalta Coating Systems, Ltd. H.B. Fuller Company PPG Industries, Inc. Quaker Chemical Corporation RPM International Inc. Sherwin-Williams Company Valspar Corporation AXTA FUL PPG KWR RPM SHW VAL Total Net Debt Debt $3,698 $764 $4,025 $76 $1,868 $1,805 $1,706 $3,316 $692 $2,837 $11 $1,584 $1,765 $1,515 LTM EBITDA $805 $208 $2,359 $95 $566 $1,506 $706 Diversified Net Debt / Total Debt / LTM EBITDA / LT S&P LTM EBITDA Capital Interest Rating 4.6x 3.7x 1.7x 0.8x 3.3x 1.2x 2.4x 4.1x 3.3x 1.2x 0.1x 2.8x 1.2x 2.1x 76.9% 46.7% 43.3% 17.2% 60.2% 64.4% 63.9% 3.8x 9.6x 12.6x NM 7.1x 23.5x 10.7x 2.5x 2.4x 2.1x 2.1x 53.2% 60.2% 11.2x 10.2x 2.5x 5.6x 2.4x 2.4x 1.2x 1.0x 2.9x 0.9x 0.1x 6.0x 2.4x 1.7x 1.9x 5.6x 2.1x 1.3x 1.2x 0.7x 2.4x 0.6x NM 4.8x 1.8x 1.2x 44.8% 67.9% 38.0% 48.1% 26.6% 21.5% 42.9% 47.7% 1.5% 75.3% 56.8% 33.8% 18.1x 2.8x 20.6x 8.2x NM NM 5.0x 17.5x NM 2.1x 6.9x 13.5x 2.4x 2.4x 2.1x 1.8x 42.1% 43.9% 10.5x 8.2x 3.7x 3.0x 3.6x 2.2x 2.5x 2.6x 3.7x 2.0x 4.1x 8.4x 4.6x 1.9x 3.6x 0.6x 3.5x 4.6x 1.2x 1.8x 3.2x 2.0x 1.7x 0.6x 3.6x 1.9x 3.4x 7.9x 3.8x 1.2x 3.2x NM 2.5x 4.6x 66.3% 49.6% 35.5% 37.4% 47.2% 35.3% 67.8% 52.3% 72.7% 91.0% 62.2% 40.0% 92.4% 19.3% 84.5% 52.7% 23.7x 6.8x 5.1x 10.0x 7.2x 4.8x 10.1x 14.2x 6.2x 2.6x 7.6x 8.2x 3.1x NM 4.5x 4.1x 3.4x 3.6x 2.8x 2.5x 56.6% 52.5% 7.9x 6.8x 3.4x 2.9x 1.0x 1.4x 1.8x 0.5x 3.2x 2.5x 0.7x 0.7x 1.7x NM 27.6% 45.9% 22.7% 38.2% 30.8% 12.4% 9.4x 22.1x NM 14.9x 16.8x NM Average Median 1.8x 1.6x 1.8x 1.7x 29.6% 29.2% 15.8x 15.9x Overall Average Overall Median 2.7x 2.5x 2.4x 2.0x 47.8% 46.7% 10.1x 8.2x Average Median A. Schulman, Inc. Calumet Specialty Products Partners Cytec Industries Inc. Ferro Corporation Hexcel Corporation Innospec Inc. Kraton Performance Polymers, Inc. NewMarket Corporation OM Group, Inc. OMNOVA Solutions Inc. PolyOne Corporation Stepan Company SHLM CLMT CYT FOE HXL IOSP KRA NEU OMG OMN POL SCL $390 $1,714 $742 $312 $480 $142 $352 $374 $13 $410 $1,024 $274 $298 $1,703 $635 $172 $458 $95 $298 $254 ($79) $327 $785 $189 $154 $306 $305 $133 $387 $139 $123 $414 $98 $68 $435 $159 Average Median Albemarle Corporation Ashland Inc. Axiall Corporation Cabot Corporation Celanese Corporation Chemtura Corporation Eastman Chemical Co. FMC Corp. Huntsman Corporation Koppers Holdings Inc. Minerals Technologies Inc. Olin Corp. Orion Engineered Carbons SA Westlake Chemical Corporation W.R. Grace & Co. Zep Inc. ALB ASH AXLL CBT CE CHMT EMN FMC HUN KOP MTX OLN OEC WLK GRA ZEP $3,645 $3,275 $1,425 $1,183 $2,667 $574 $7,565 $1,712 $5,206 $851 $1,461 $675 $816 $764 $2,019 $219 $1,155 $2,019 $1,258 $1,095 $1,788 $137 $7,351 $1,603 $4,346 $799 $1,211 $418 $729 ($117) $1,461 $216 $981 $1,104 $393 $540 $1,062 $217 $2,056 $846 $1,266 $101 $319 $357 $225 $1,313 $576 $47 Average Median Fine Chemicals Total Debt / LTM EBITDA American Vanguard Corp. Balchem Corp. Innophos Holdings Inc. International Flavors & Fragrances Inc. Sensient Technologies Corp. Sigma-Aldrich Corporation AVD BCPC IPHS IFF SXT SIAL $100 $333 $136 $942 $484 $445 $95 $282 $100 $463 $466 ($569) $29 $114 $142 $688 $270 $847 BBB ABBBA BBB B+ BBBB+ BBBB+ BBB+ B BB - BBBBB BB BBB+ BBBBB BBB+ BB B+ BBBB+ B+ BBB+ BB+ - BBB+ A+ Source: Capital IQ, Standard & Poor’s, SEC Filings 10 Specialty Chemicals Quarterly First Quarter 2015 SPECIALTY CHEMICALS VALUATIONS (Through March 31, 2015) 5-Year Index Performance KBCM’s Specialty Chemicals Index increased 3.7% for the quarter ended Mar 31st, versus a 0.4% increase in the S&P 500 160% KBCM Specialty Chemicals Index S&P 500 Last 12 Months 1.3% 10.4% Last 3 Months 3.7% 0.4% Last 1 Month 0.9% (1.7%) 140% 120% 100% 133.8% 80% 76.8% 60% 40% 20% 0% (20%) (40%) Mar-10 Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 5-Year Enterprise Value / LTM EBITDA Valuations KBCM Specialty Chemicals Index valuations increased to 11.6x EV / LTM EBITDA as of March 31st 12.0x 10.0x Average: 8.8x 8.0x 6.0x 4.0x 2.0x 0.0x Mar-10 Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 Source: Capital IQ, SEC Filings Note: KBCM Specialty Chemicals Index includes: ALB, ASH, AVD, AXLL, AXTA, BCPC, CBT, CE, CHMT, CLMT, CYT, EMN, FMC, FOE, FUL, GRA, HUN, HXL, IFF, IOSP, IPHS, KOP, KRA, KWR, MTX, NEU, OEC, OLN, OMG, OMN, POL, PPG, RPM, SCL, SHLM, SHW, SIAL, SXT, VAL, WLK, ZEP 11 Specialty Chemicals Quarterly First Quarter 2015 SELECT KEYBANC CAPITAL MARKETS TRANSACTION EXPERIENCE Announced Announced Announced a portfolio company of January 2015 January 2015 a portfolio company of a portfolio company of has acquired has been acquired by Investment Partners has been acquired by has been acquired by $1,100,000,000 €350,000,000 Senior Notes $692,000,000 Transaction Value $800,000,000 Transaction Value Buy-Side Advisor Buy-Side Advisor Sell-Side Advisor Co-Manager Sell-Side Advisor December 2014 December 2014 October 2014 October 2014 September 2014 Polymer Additives Division has acquired has acquired has been acquired by $112,000,000 Transaction Value $555,000,000 Senior Secured Credit Facilities $430,000,000 Senior Secured Credit Facilities $450,000,000 Senior Unsecured Credit Facilities $1,000,000,000 Senior Notes Joint Lead Arranger & Joint Bookrunner Joint Lead Arranger & Joint Bookrunner Joint Lead Arranger & Joint Bookrunner Co-Manager July 2014 February 2014 $154,000,000 Transaction Value Sell-Side Advisor August 2014 August 2014 August 2014 a portfolio company of a portfolio company of has acquired has been acquired by has been acquired by has been acquired by and $855,000,000 Senior Secured Credit Facilities $1,050,000,000 Transaction Value $351,000,000 Initial Public Offering $392,000,000 Transaction Value Joint Lead Arranger, Joint Bookrunner & Co-Syndication Agent Sell-Side Advisor Sell-Side Advisor Co-Manager Sell-Side Advisor SPECIALTY CHEMICALS TEAM CONTACTS For additional information on KeyBanc Capital Markets’ Specialty Chemicals Practice, please contact any of the individuals listed below Mario Toukan Managing Director Head of Chemicals Practice 216.689.4663 [email protected] Ben Whiting Director Chemicals Practice 216.689.4120 [email protected] Key Tower, Floor 6 T.J. Monico Director Chemicals Practice 216.689.3079 [email protected] 127 Public Square Alain Harfouche Vice President Chemicals Practice 216.689.3995 [email protected] Cleveland, OH 44114 12
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