Acquisition of Arysta LifeScience
Investor Presentation
October 20, 2014
0
Disclaimer
Please note that this presentation is intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. In this
presentation, we may discuss events or results that have not yet occurred or been realized, commonly referred to as “forward-looking statements” within the
meaning of the federal securities laws, including statements regarding the impact of the recent acquisition of Percival S.A, including its agrochemical business,
Agriphar (“Agriphar”), and the proposed acquisitions of Chemtura AgroSolutions (“CAS”) and Arysta LifeScience Corporation (“Arysta”) on the business and
financial results of Platform Specialty Products Corporation (“Platform”) including sales, adjusted EBIT, adjusted EBITDA, capital expenditures, cash flows, the
ability of Platform to close the proposed CAS and Arysta acquisitions and to raise the funds needed to close such acquisitions, Platform's earnings per share,
expected or estimated revenue, the outlook for Platform’s markets and the demand for its products, estimated sales, segment e arnings, net interest expense,
income tax provision, restructuring and other charges, cash flows from operations, consistent profitable growth, free cash flow, future revenues and gross operating
and adjusted EBITDA margin improvement requirement and expansion, organic net sales growth, bank debt covenants, the success of new product introductions,
growth in costs and expenses, the impact of commodities and currencies and Platform’s ability to manage its risk in these areas, Platform’s ability to raise new debt
or equity and to consummate acquisitions, including, but not limited to, the proposed CAS and Arysta acquisitions, estimated synergies in Platform’s new combined
agrichemical businesses and the impact in general of acquisitions, divestitures, restructurings, and other unusual items, including Platform's ability to successfully
integrate and obtain the anticipated results and synergies from its consummated and future acquisitions.
These projections and statements are based on management's estimates and assumptions with respect to future events and financial pe rformance and are
believed to be reasonable, though are inherently uncertain and difficult to predict. Actual results could differ materially from those projected as a result of certain
factors. A discussion of factors that could cause results to vary is included in Platform’s periodic and other reports filed with the Securities and Exchange
Commission. Platform undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.
This presentation also contains non-GAAP financial measures that may not be directly comparable to other similarly titled measures used by other companies,
including pro forma combined net sales, adjusted EBIT, adjusted EBITDA and pro forma combined capital expenditures. For purposes of Reg ulation G, a nonGAAP financial measure is a numerical measure of a company’s historical or future financial performance, financial position or cash flows that excludes amounts,
or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable mea sure calculated and presented in
accordance with GAAP in the statements of operations, balance sheets, or statements of cash flows of such company; or include s amounts, or is subject to
adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calcula ted and presented. Pursuant to the
requirements of Regulation G, Platform has provided reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial
measures in the Appendix of this presentation. These non-GAAP measures are provided because management of Platform uses these financial measures in
monitoring and evaluating Platform’s ongoing financial results and trends. Management uses this non-GAAP information as an indicator of business performance,
and evaluates overall management with respect to such indicators. These non-GAAP measures should be considered in addition to, but not as a substitute for,
measures of financial performance prepared in accordance with GAAP.
Financial information relating to Agriphar was obtained directly from Percival S.A., its privately-held parent company. Although we believe it is reliable, this
information has not been verified, internally or independently. Financial information relating to CAS was derived from segment reporting in Chemtura Corporation’s
periodic reports and earnings press releases, including Chemtura Corporation’s annual report on Form 10-K for the fiscal year ended December 31, 2013 and
quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2014. There is no assurance that such CAS financial information would not be materially
different if they were based on carve out audited financial statements. Financial information for Arysta was derived from Arysta’s registration statement on Form F1 filed with the Securities and Exchange Commission on September 9, 2014. Consequently, there is no assurance that the financ ial results and information for
Agriphar, CAS or Arysta contained in this presentation are accurate or complete, or representative in any way of Platform’s actual results as a consolidated
company.
1
Agenda
Transaction Overview
Arysta LifeScience Overview
Platform’s Agricultural Vertical
Financial Overview
Looking Ahead
Q&A
2
Platform to Acquire Arysta LifeScience
On October 20th, 2014, Platform signed a definitive agreement to acquire Arysta LifeScience (“Arysta”)
transforming our Agricultural vertical into a leading, global crop solutions business
Platform Specialty Products
Market
Segment:
Electronic
Materials
Oilfield
Services
Packaging
Market
Size:
$7.5bn
$15bn
$1.0bn
Surface
Treatment
$5.0bn
Agricultural
Flavors
&
Fragrances
Coatings
(Niche
Applications)
Water
Treatment
& Cleaning
Solutions
$10bn (1)
$10bn
$10bn
$10bn
Arysta adds significant strength and complementarity to our existing agricultural vertical
Note: Market sizes based on management estimates.
1. “Asset-lite” only.
3
Arysta is a Perfect Match to Platform’s Strategic
Criteria for Acquisitions
Arysta will form the core of our “Asset-Lite, High-Touch” crop solutions business
Platform’s Investment Criteria
 “Asset-Lite, High-Touch” Business Model that Drives Free Cash Flow

 Experienced Management Team with Track Record of Success

 Leading Positions in Niche Markets

 Diversified Revenue Base

 Available at a Reasonable Price that is Accretive to Intrinsic Value per Share

4
Arysta LifeScience Business Overview
Arysta LifeScience
Business
Overview

Leading global provider of crop protection and plant nutrition solutions

Innovative farmer-focused solutions for high-value niche crops

100+ countries – over 65% of 2013 sales in high-growth markets

1,300 person sales and marketing team

“Asset-lite, high-touch” business model
Financials
(2013) (1)
Revenue: $1,542 million
Adj. EBITDA: $294 million
Adj. EBITDA margin: 19.1%
Revenue Contribution by Segment

Global Value-Added Portfolio (“GVAP”) – Proprietary portfolio
of patented and off-patent solutions

Segment
Overview

BioSolutions – Innovative nutrition, BioStimulant and BioControl
products


Robust portfolio of proprietary patented and off-patent
solutions
#2 position in BioStimulants
Regional – Comprehensive range of 4,000+ off-patent crop
protection products
GVAP(2)
35%
Regional
55%
BioSolutions(3)
10%
Source: Management reporting
1.
Pro forma to include 2013 Goëmar revenue and EBITDA of $33 million and $9 million. Arysta financials are prepared under IFRS; JPY values translated into USD using the average annual average
USD/JPY FX rate; Goëmar’s FY 2013 financials are prepared under French GAAP. For a reconciliation of non-GAAP measures, please refer to the appendix of this presentation.
2.
Global Value-Added Portfolio includes proprietary patented and off-patent products.
3.
Includes pro forma 2013 for Goëmar.
5
Transaction Overview
Transaction Summary
Total Purchase Price
Consideration
Conditionality
Expected Closing
 USD $3.51 billion
 Cash:
USD $2.91 billion
 Sellers Convertible Preferred:
USD $600 million (~22 million shares)
 Subject to regulatory approval
 Q1 2015
6
Impact on PAH Profile
2013 Combined Net Sales
($ mm)
($mm)
$2,909
3,000
Increased Scale
2013 Combined Adjusted EBITDA
$612
600
2,000
450
$1,367
$318
300
1,000
150
0
Pro Forma Platform
(1)
Combined
(2)
Segment Composition
2013 Pro Forma Platform Net Sales
AgroSolutions
46%
CAS
33%
Pro Forma Platform
(1)
Combined
(2)
2013 Combined Net Sales
Graphic
Solutions
6%
Graphic
Solutions
12%
Agriphar
13%
0
Performance
Materials
42%
Performance
Materials
19%
Agriphar
6%
Arysta
54%
(2)
CAS
15%
AgroSolutions
75%
Note: For a reconciliation of non-GAAP measures, please refer to the appendix of this presentation.
Source: Platform Specialty Products FY2013 10K; Arysta LifeScience financial reports.
1.
Pro Forma Platform includes MacDermid, CAS and Agriphar businesses. MacDermid and CAS financial results prepared under U.S. GAAP; Agriphar financial results prepared under Belgian GAAP
(“BGAAP”).
2.
Pro forma to include 2013 Goëmar revenue and EBITDA of $33 million and $9 million. Arysta financials are prepared under IFRS; JPY values translated into USD using the average annual average
USD/JPY FX rate; Goëmar ‘s FY 2013 financials are prepared under French-GAAP.
7
Agenda
Transaction Overview
Arysta LifeScience Overview
Platform’s Agricultural Vertical
Financial Overview
Looking Ahead
Q&A
8
Arysta LifeScience Portfolio and Approach
Conventional Crop Protection
BioSolutions
Value-Added
Off-Patent
Market Size
~$5bn
~$25bn
~$36bn
Arysta Growth
Profile



2013 Sales(1)
$0.2bn(2)
$0.5bn
$0.8bn
Off-Patent
5%
Product Split
by IP
Proprietary
Off-Patent
54%
Proprietary /
Trade Secret
30%
Proprietary /
Trade
Secret
41%
Off-Patent
100%
Proprietary
Off-Patent
70%
Source: Management estimates
1.
Excludes HN&S sales.
2.
Pro forma for Goëmar acquisition. Arysta financials prepared under IFRS and Goëmar financials prepared under French GAAP.
9
Strong Global Presence Balanced Across Regions
Arysta 2013 Global Sales $1.5 billion(1)
Sales
>$50m
$10-50m
> $0-10m
No sales
Europe
$166m
Asia $252m
North America(2)
$188m
Latin America
$624m
Africa & Middle East(3)
$223m
Source: Management reports
Note: Excludes Health & Nutrition Sciences
1.
Revenue excludes HQ / consolidated adjustment.
2.
North America excludes Mexico sales – Mexico included in Latin America.
3.
Middle East & Africa colored for 4 segments: Southern & East Africa, Central Africa, West Africa, and North Africa & Middle East.
10
Broad Crop Focus
North America
T&O
Europe
Other
Asia
Other
Oil Crops
Cereals
Other
Corn
F&V
F&V
Sugarbeets
Corn
Sugarbeets
Cereals
Oil Crops
Soy
Oil Crops
F&V
Latin America
Rice
Africa & Middle East
Other
Arysta Total
F&V
Soy
Other
Other(3)
F&V
Pasture
Cotton
Cotton
Sugar
Cane
Cereals
F&V
Sugar
Cane
Corn
Corn
Cotton
Soy
Sugar Cane
Cereals
Highly diversified in every geography
Note: F&V stands for Fruits & Vegetables and includes many individual crops. T&O stands for Turf & Ornamental. Other represents all crops individually amounting to <5% of sales.
11
“Asset-Lite, High-Touch” = High Cash Generation
Sales (1)
Adj. EBITDA (% Margin) (1)
($ in millions)
($ in millions)
($ in millions)
$1,542
$1,459 $1,468
$1,179
$242
$1,278
Adj. EBITDA – CAPEX(1) (% of Sales) (2)
$259
$276
$294
$247
$210
$202
19%
19%
19%
16%
2010
Sales
2011
2012
2013
2009
2010
EBITDA
2011
2012
2013
% of Sales
2009
17%
17%
2012
2013
15%
14%
2009
$221
$168
18%
17%
$259
2010
EBITDA – Capex
2011
% of Sales
Note: For a reconciliation of non-GAAP measures, please refer to the appendix of this presentation.
Source: Company Reports.
1.
2013 revenue and adjusted EBITDA contribution to the combined company are pro forma to include 2013 Goëmar revenue and EBITDA of $33 million and $9 million. Arysta financials are prepared
under Japanese GAAP from 2009-2011 and under IFRS from 2012-2013; JPY values translated into USD using the average annual USD/JPY FX rate; Goëmar’s FY 2013 financials are prepared
under French GAAP. Total capex spend, gross of asset dispositions; excludes upfront payments for licensing / acquisition of product rights.
12
Agenda
Transaction Overview
Arysta LifeScience Overview
Platform’s Agricultural Vertical
Financial Overview
Looking Ahead
Q&A
13
Platform’s Agricultural Vertical
High Quality Crop
Protection Assets United
Under One Parent
Platform Agricultural Vertical

Agrochemicals
− Herbicides
− Fungicides
− Insecticides
+
+
+
$200 million revenue in every region
Where Arysta is relatively undersized, Agriphar is strong
Adds scale to CAS in biggest markets (Brazil, North America)
Unparalleled Breadth of
Products
Complementary
Geographic Footprint
Leading Positions
in High Growth Areas
Innovation Opportunities
to Stimulate Growth
Proven and Experienced
Management Team
Geography




BioSolutions
− BioStimulants
− Nutrients
− BioControl
Latin America
Africa
Central Europe


Seed Treatment
Honey Bee Health
Product




Combination creates opportunity to combine large AIs and registration portfolios
New innovative formulations will certainly follow-suit

Wayne Hewett, current CEO of Arysta, will be joining Platform as President
− Wayne will lead the agricultural vertical
− Extensive experience includes 20 years at GE prior to leading Arysta
BioSolutions
Seed Treatment
14
Attractive Industry Fundamentals
Wealth Effect Drives
Protein Consumption
Declining Arable Land / Capita
Global Population Growth
Projected Sources of Growth
in Crop Production
World Population (bn)
10
More Income – More Calories
% of every new dollar spent on food
100
Arable Land
8
Crop
Intensity
6
4
80
60
10%
2
40
10%
20
1960
1965
1970
1975
1980
1985
1990
1995
2000
2005
2010
2015
2020
2025
2030
2035
2040
2045
2050
0
Developed Countries
0
Developing countries
India
Arable Land per Capita (ha)
China
US
Calorific Multiplier
80%
Hectares
0.5
7.0x
Yield
Increase
0.4
5.0x
0.3
0.2
2.0x
Increases in production will largely
rely on increasing yield
0.1
Source: UNFAO, OECD.
2050
2040
2030
2020
2010
2000
1990
1980
1970
1960
0.0
Beef
Pork
Poultry
15
Concentrated in High-Growth Geographies
AgChem Market Growth Rates by Region (2003 – 2013 CAGR)
2013 PAH Ag Revenue by Geography
North
America
13.5%
9.8%
Latin America
6.1%
Europe
6.0%
2.8%
LatAm
Africa & ME
Europe
Asia
Africa &
Middle East Asia
NAM
64% of Platform’s Agricultural
revenue is from high-growth
regions
AgChem Spend per Hectare – Fruit & Vegetable
$1,951
$499
$331
$146
Japan
France
Source: Phillips McDougall, Company Information.
USA
Brazil
$7
$3
India
Africa & ME
16
Complementary Geographic Footprint
North America
Europe
Asia
Agriphar
CAS
CAS
Agriphar
CAS
Arysta
Arysta
Latin America
Agriphar
Arysta
Africa & Middle East
Platform Total
Agriphar
CAS
Agriphar
CAS Agriphar
CAS
Arysta
Arysta
Arysta
Source: Company Information.
17
Diversified End Market Exposure in Each Region
North America
Europe
Other
Asia
Other
T&O
F&V
Other
Corn
F&V
F&V
Soy
Sugarbeets
T&O
Oil Crops
Cereals
Corn
Cereals
Cereals
Rice
Oil Crops
Latin America
Africa & Middle East
Platform Total
F&V
Other
Soy
Cotton
Sugar
Cane
Other
F&V
Other
Cotton
Cereals
F&V
Sugar
Cane
Oil Crops
Corn
Corn
Cereal
Soy
Source: Company reporting
Note: F&V stands for Fruits & Vegetables. Other represents all crops individually amounting to <5% of sales. T&O stands for Turf & Ornamental.
18
Platform AgroSolutions Combined Capabilities
Biocides
Agrochemicals
Biosolutions
Herbicides
Fungicides
Insecticides
Miticides
Acaricides
Seed
Treatment
&
Adjuvants
Plant Growth
Regulators
Arysta
+
CAS
+
Agriphar
=
Platform AgroSolutions
Arysta and CAS cover the entire spectrum of crop solution product categories
19
Complementary Product Portfolio Creates a
Complete Offering for the Farmer
Europe Small Grain Cereals
CAS Seed Treatment
Arysta Fungicide
Agriphar
Herbicide
CAS Grass Herbicide
CAS
Agriphar
Arysta +
Arysta
+ CAS
CAS Grass
Grass Herbicide
Herbicide
Agriphar Insecticide
CAS Seed Treatment
Brazil Soybean
Agriphar Fungicide
Agriphar
Herbicide
Arysta Herbicide
Agriphar Insecticide
Arysta
Demonstrates potential of shared portfolio in combination of broad acre and niche portfolios
20
Active Ingredients and Registrations Capabilities
Active Ingredients
Registrations
400
8,000
6,500+
300
6,000
~250
200
4,000
100
2,000
0
0
CAS
Agriphar
Arysta
Platform
AgroSolutions
CAS
Agriphar
Arysta
Platform
AgroSolutions
Significant repository of AIs and Registrations; Ripe opportunity for formulation and innovation
21
The Legacy MacDermid Focus on “Bookends” is
Present in Platform’s Agricultural Businesses
Commitment to R&D and Technical Service
Value Creation
Investment in Innovation
Investment in Service
# of Registration and R&D Personnel
# of Sales & Marketing Personnel
400
199
345
1,600
1,300
1,552
Arysta
Platform
AgroSolutions
1,200
300
200
115
800
31
400
100
210
42
CAS
Agriphar
0
0
CAS
Agriphar
Arysta
Platform
AgroSolutions
Over one half of Platform AgroSolutions’ employees reside in the “bookends”
22
Agenda
Transaction Overview
Arysta LifeScience Overview
Platform’s Agricultural Vertical
Financial Overview
Looking Ahead
Q&A
23
Combined Financial Data – 2013
Arysta is in line with our financial criteria
($ in millions)
Platform
FY2013
Net Sales
Adjusted EBITDA (1)
% margin
Capital Expenditures (3)
% of sales
CAS
FY2013
Agriphar
FY2013
Arysta (2)
FY2013
Combined
FY2013
$746
$449
$172
$1,542
$2,909
$180
24.1%
$101
22.6%
$37
20.0%
$294
19.0%
$603
20.7%
$11
1.5%
$14
3.2%
$3
2.0%
$38
2.4%
$66
2.3%
Note: Financials are non-GAAP. For a reconciliation of non-GAAP measures, please refer to the appendix of this presentation. Platform and CAS financials prepared under US-GAAP. Agriphar financials
prepared under Belgian GAAP and Arysta financials prepared under IFRS.
1.
Combined financials are pre-synergies.
2.
Arysta financials pro forma for Goëmar acquisition of $33 million in sales and $9 million in EBITDA under French-GAAP.
3.
Includes capitalized registration costs.
24
Arysta Acquisition Adds Over $0.60 per share
Next Year Before Synergies
($ in millions, except per share values)
FY2015 Targets
$
Arysta Adjusted EBIT
FY2016 Targets
Per Share (1)
$
Per Share (1)
$300
$1.43
$330
$1.57
($117)
$(0.56)
($117)
$(0.56)
Less: Taxes
($49)
$(0.23)
($58)
$(0.28)
Arysta Contribution
$134
$0.64
$155
$0.74
Less: Interest(1)
Source: Management Targets.
Note: Does not include purchase price accounting amortization impacts.
1.
Assumes pro forma capital structure with net first lien leverage of below 4.5x and the consideration financed with a combination of cash and equity including the $600 million sellers preferred
convertible. Excludes Founders Preferred share dividends.
25
There are Significant Available Synergies in the
Combination of our Agricultural Businesses
 Platform will begin synergy implementation immediately post signing
 Estimated synergies do not assume any reduction in costs residing in the “bookends” (R&D and sales & marketing)
$65
$65
$25
General &
Administrative
$20
Distribution
$20
Other COGS(1)
Arysta
$40
Agriphar
$15
CAS
$10
By Business
By Function
Expected combined synergies of $65 million
Source: Management Estimates.
1. Other COGS includes tolling arrangements and procurement.
26
Record Q3 EBITDA
Projected to be highest EBITDA quarter on record for core MacDermid business
Q3’14
% ∆ (at midpoint)
Q3’13
Revenue
$195-$197
$188
4.2%
EBITDA
$51.5-$52.5
$47.6
9.2%
26.5%
25.3%
% margin
(at the midpoint)
YTD 2014
Revenue
EBITDA
% ∆ (at midpoint)
YTD 2013
$568-$570
$560
1.6%
$145.0-$147.0
$135.6
7.7%
25.6%
24.2%
% margin
(at the midpoint)
Note: Please refer to the appendix, for a reconciliation of non-GAAP measures.
27
Platform Pro Forma Operating Margins and Capital Efficiency
2013 Adjusted Operating Margins (1)(2)
($ in millions)
Large cap peers
Specialty chemicals
Agricultural chemicals
Other chemical peers
25.7%
21.7% 21.4% 21.3%
20.5%
Peer median: 13.0%
Koppers
Avery Dennison
H.B. Fuller
Sealed Air
RPM
Dow Chemical
Ashland
UPL
Akzo Nobel
Sherwin-Williams
11.1% 11.1% 11.1% 11.0% 10.5%
9.9% 9.6% 9.1%
8.7% 8.4% 8.2%
Cabot
Valspar
DSM
American
Vanguard
PPG
Airgas
Celanese
Cytec
Ecolab
13.4% 13.2% 13.2% 13.0% 13.0% 13.0% 12.5%
12.3% 12.3%
BASF
DuPont
Platform (4)
Hexcel
Rockwood
NewMarket
Polypore
Air Products
and Chemicals
FMC
Albemarle
Syngenta
Bayer
Praxair
Sigma-Aldrich
Monsanto
17.1% 16.8% 16.6%
15.7% 15.7% 15.6% 15.0% 15.0%
14.5%
2013 Invested Capital Efficiency (1)(3)
Large cap peers
Specialty chemicals
Agricultural chemicals
Other chemical peers
($ in millions)
1.
2.
3.
4.
2013 represents fiscal year end December 2013 for all companies except Monsanto (08/2013), Airgas (03/2014), RPM (05/2014), H.B. Fuller (11/2013), Valspar (10/2013), UPL (03/2014), Cabot
(09/2013), Air Products and Chemicals (09/2013), and Ashland (09/2013).
Defined as ({net operating profit plus rent, R&D and depreciation less taxes} / net sales).
Defined as (net sales / invested capital). Invested capital defined as total assets plus 8x rent plus 5x R&D plus accumulated depreciation less non-interest bearing current liabilities less goodwill & nonoperating intangibles.
Includes adjustments for Arysta. Reflects estimated $65mm in pre-tax EBITDA synergies.
Rockwood
Air Products
and Chemicals
Praxair
Polypore
Albemarle
Monsanto
du Pont
Sigma-Aldrich
Dow Chemical
Syngenta
Cabot
Bayer
Celanese
Hexcel
FMC
DSM
Cytec
Airgas
BASF
NewMarket
PPG
0.87x 0.86x 0.86x 0.85x
0.79x 0.79x 0.73x
Peer median: 0.79x
0.69x 0.69x 0.65x 0.64x
0.63x 0.62x 0.62x 0.60x 0.58x
0.57x 0.52x
0.48x 0.43x
0.40x 0.38x
Akzo Nobel
Ashland
0.99x 0.94x
UPL
Sealed Air
American
Vanguard
1.09x 1.06x 1.05x
H.B. Fuller
Koppers
1.20x 1.15x
Avery Dennison
Ecolab
Platform (4)
Valspar
SherwinWilliams
RPM
1.38x 1.35x
1.30x 1.29x 1.29x
28
Platform Pro Forma ROIC
2013 ROIC (1)
($ in millions)
Large cap peers
Specialty chemicals
Agricultural chemicals
Other chemical peers
19.4%
17.0%
15.9%
14.6%
12.7%
10.8%
10.4% 10.3% 10.3% 10.1%
9.9%
9.6% 9.6% 9.5% 9.4%
Peer median: 10.3%
9.1% 9.0%
8.8%
8.4% 8.3%
Polypore
du Pont
Celanese
Albemarle
DSM
Praxair
Koppers
H.B. Fuller
Sealed Air
Akzo Nobel
Ashland
Avery Dennison
Airgas
Hexcel
Cytec
UPL
PPG
BASF
FMC
Syngenta
Sigma-Aldrich
RPM
American Vanguard
NewMarket
Bayer
Monsanto
Sherwin-Williams
Valspar
Ecolab
Platform(2)
7.5%
7.0%
6.6%
6.1% 6.0%
Source: HOLT CFROI framework and global database and company filings as of October 2014.
Note: 2013 represents fiscal year end December 2013 for all companies except Monsanto (08/2013), Airgas (03/2014), RPM (05/2014), H.B. Fuller (11/2013), Valspar (10/2013), UPL (03/2014), Cabot
(09/2013), Air Products and Chemicals (09/2013), and Ashland (09/2013).
1.
Defined as [{net operating profit plus rent, R&D and depreciation less taxes} / invested capital]. Invested capital defined as total assets plus 8x rent plus 5x R&D plus accumulated depreciation less
non interest bearing current liabilities less goodwill & non-operating intangibles. Assumes statutory tax rate.
2.
Includes adjustments for Arysta. Reflects estimated $65mm in pre-tax EBITDA synergies.
Rockwood
11.3% 11.2%
Dow Chemical
11.6%
Cabot
13.6% 13.5%
13.3% 13.3% 13.0%
Air Products and
Chemicals
15.0%
29
Agenda
Transaction Overview
Arysta LifeScience Overview
Platform’s Agricultural Vertical
Financial Overview
Looking Ahead
Q&A
30
Integration is our Top Priority
 Agriphar closed October 1, 2014
 CAS expected to close on November 3, 2014
 Arysta expected to close in Q1 2015
31
Platform Will Continue to be Acquisitive
Platform Specialty Products
Market
Segment:
Market
Size:
Electronic
Materials
Oilfield
Services
Packaging
$7.5bn
$15bn
$1.0bn
Surface
Treatment
$5.0bn
Agricultural
Flavors
&
Fragrances
Coatings
(Niche
Applications)
Water
Treatment
& Cleaning
Solutions
$10bn(1)
$10bn
$10bn
$10bn
Platform continues to have a strong pipeline of attractive acquisition opportunities
in new verticals and within existing segments
Note: Market sizes based on management estimates.
1. “Asset-lite” only.
32
Platform takes a Formulaic Approach
to Identifying “Asset-Lite, High-Touch” Businesses
Specialty Chemicals Universe
Gross PP&E Turns (1) in Top Quintile
Gross Margin > 40%
Adjusted SG&A (2) > 20%
Adjusted EBITDA (3) >20%
1. Defined as sales / inflation-adjusted gross plant, property, and equipment.
2. Defined as (SG&A – rent expense – research and development expense) / sales.
3. Defined as (EBITDA plus rent expense, R&D expense, and stock option expense) / sales.
33
Large Fragmented Industry Creates Consolidation Opportunities
Number of Specialty Chemical Companies in Targeted End Markets (by Revenue)
$10bn+
$5B - $10bn
$1B - $5bn
<$1bn
3-5
10
50
Hundreds
Source: Management estimates.
34
Q&A
Performance Materials
Graphic Solutions
AgroSolutions
35
Appendix
36
Platform Reconciliation of Net Income to
Adjusted EBITDA (Q3 & YTD 2014)
Predecessor
(in millions)
Net income
Q3 2013
Successor
Predecessor
Successor
Q3 2014
YTD 2013
YTD 2014
$14.5
$10.9-11.9
$23.9
$2.5-4.5
6.9
(1.6)
20.9
(3.5)
40.7
23.4
29.5
57.2
Adjustments to reconcile to net income (loss):
Income tax expense (benefit)
Interest expense
Depreciation and amortization expense
Unrealized (gain) loss on foreign currency denominated debt
Unrealized loss on foreign exchange forward contracts
Restructuring and related expenses
16.1
8.0
9.7
18.9
-
-
-
2.6
0.2
0.6
(1)
(3)
(1)
(1.1)
-
(2)
-
2.6
(3)
1.9
1.0
(4)
Manufacturer's profit in inventory (purchase accounting)
-
-
-
12.0
(5)
Non-cash fair value adjustment to contingent consideration
-
2.3
-
26.1
(6)
Acquisition costs
-
8.2
-
18.8
(7)
Debt Extinguishment
-
-
0.2
1.6
$47.6
$51.5-52.5
Other expense (income)
Adjusted EBITDA
(8)
18.8
-
(8)
1.0
4.9
(9)
$135.6
$145.0-$147.0
Footnotes:
(1) Includes $14.3m in Q3 2014 and $6.7m in Q3 2013 and $43.6m in YTD 2014 and $20.2m in YTD 2013 for amortization expense th at is added back in the "As Adjusted" Income Statement.
(2) Predecessor adjustment to other income for non-cash gain on foreign denominated debt.
(3) Adjustment to reverse net unrealized loss on foreign exchange forward contracts in connection with Chemtura and Agriphar Acquisitions.
(4) Includes restructuring expenses of $1.9m of reorganization costs adjusted out of operating expenses for YTD 2013.
(5) Adjustment to reverse manufacturer's profit in inventory purchase accounting adjustment associated with MacDermid Acquisition.
(6) Adjustment to fair value of contingent consideration in connection with the MacDermid Acquisition primarily associated with achieving the share price targets.
(7) Adjustment to reverse deal costs primarily in connection with the Chemtura and Agriphar Acquisitions.
(8) Adjustment to reverse debt extinguishment charge in connection with debt from Predecessor recapitalization.
(9) Adjustment for 2014 primarily for reversal of the income attributable to the non-controlling interest resulting from the MacDermid Acquisition. For 2013, adjustment to reverse miscellaneous non-recurring charges.
37
Platform Reconciliation of Net Income to
Adjusted EBITDA Predecessor/Successor Combined
($ in millions)
Net income (loss)
Adjustments to reconcile to net income (loss):
Income tax expense (benefit)
Interest expense
Depreciation and amortization expense
Unrealized gain on foreign currency denominated debt
Equity based compensation expense
Restructuring and related expenses
Non cash intangible impairment charges
Non cash charges related to preferred dividend rights
Predecessor loss on extinguishment of debt
Manufacturer's profit in inventory (purchase accounting)
Predecessor Acquisition costs
Successor Acquisition costs
Other expense (income)
Income/ (loss) from disposal of product line
Adjusted EBITDA
2008
$(36.1)
1.1
75.1
51.3
(4.7)
0.4
15.4
16.3
(2.3)
$116.5
Year ended December 31
2009
2010
2011
2012
$(82.8)
$23.9
$1.0
$46.0
(6.4)
60.7
47.8
5.1
0.3
8.4
68.7
4.4
$106.2
21.7
56.2
46.6
(17.4)
0.4
7.4
0.4
$139.2
10.0
54.6
46.7
(9.2)
0.7
2.8
46.4
$153.0
24.6
49.7
42.2
(5.7)
0.2
1.2
4.2
$162.4
2013
$(181.0)
7.1
51.8
45.6 (1)
(1.1) (2)
9.3 (3)
8.0 (4)
172.0 (5)
18.8
23.9 (6)
19.4 (7)
12.7 (8)
(6.4) (9)
$180.1
2013 Footnotes
1.
2.
3.
4.
5.
6.
7.
8.
9.
Includes $31.3m in 2013 and $27.1m in 2012 for the amortization expense that is added back in the "As Adjusted" Income Statement.
Predecessor adjustment to other income for non-cash gain on foreign denominated debt.
Predecessor company stock compensation and long term incentive plan expense included in operating expenses.
Includes restructuring expenses of $4.4m and $3.1m of reorganization costs adjusted out of operating expenses and $0.3 million of reorganization costs adjusted out of cost of sales.
Non-cash charge related to preferred stock dividend rights adjusted out of operating expenses.
Manufacturer's profit in inventory purchase accounting adjustment associated with the MacDermid Acquisition. Adjusted out of cost of sales.
Predecessor transaction costs associated with the MacDermid Acquisition. Adjusted out of operating expenses.
Transaction costs associated with the MacDermid Acquisition. Adjusted out of operating expenses.
Primarily the reversal of one-time gain associated with retirement plan curtailment executed in conjunction with the MacDermid Acquisition.
38
Arysta Non-GAAP Financials
($ millions)
Arysta
12 months Ended
12/31/2013
Net Income (Loss)
$(93)
Depreciation and Amortization
$67
Other Operating (Income) Expense, Net (1)
$44
Financial (Income) Expense, Net (2)
$171
Income Tax (Benefit) Expense
$48
(Income) Loss after Tax from Discontinued Operations
Other Credit Agreement Adjustments
(3)
Consolidated Segment Income (including Corporate)
1.
2.
3.
$12
$36
$285
Represents the net of other operating income and operating expense. For the year ended December 31, 2013, other income (expense), net included impairment losses of $49.1 million and other
items set forth in Note 7 to Arysta’s audited consolidated financial statements. For the year ended December 31, 2012, other income (expense), net included an impairment reversal of $5.1 million,
impairment losses of $5.6 million and other items set forth in Note 7 to Arysta’s audited consolidated financial statements.
Represents the net of financial income and financial expense. See Note 9 to Arysta’s audited consolidated financial statements.
Reflects adjustments consistent with Arysta’s existing credit agreement that are permitted to be made when computing EBITDA (as defined in the existing credit agreement) for any given period
under such agreement. Adjustments permitted under Arysta’s existing credit agreement include items such as restructuring costs, costs related to a debt refinancing, consulting fees paid to
Permira, or Sponsor Payments, expenses related to mergers and acquisitions, business optimization expenses and, unusual or non-recurring charges.
For the year ended December 31, 2013, Arysta reported $36.2 million in adjustments under Arysta’s existing credit agreement. Approximately one–half of the U.S. dollar adjustments are related to
the conversion from JGAAP to IFRS as certain items that would have been included as extraordinary gains or losses under JGAAP are not permitted to be included as such under IFRS, with the
other half related to other adjustments permitted under Arysta’s existing credit agreement, which were comprised of unusual or non-recurring charges.
For the year ended December 31, 2012, Arysta reported $33.6 million in adjustments under Arysta’s existing credit agreement. Approximately one–half of the U.S. dollar adjustments are related to
the conversion from JGAAP to IFRS as described above with the other half related to other adjustments permitted under Arysta’s existing credit agreement, which were comprised of unusual or
39
non-recurring charges.
Chemtura AgroSolutions’ Non-GAAP Financials
($ millions)
Chemtura
AgroSolutions
12 months Ended
12/31/2013
Net Sales per Chemtura 2014Q110-Q and
2013 10-K
Segment Operating Income per Chemtura
2014Q1 10-Q and 2013 10-K
% margin
Depreciation and Amortization per Chemtura
2014 Q1 Earnings Release and 2013 10-K
% of sales
Stock-based Compensation
EBITDA (1)
% margin
$449
$88
19.6%
$12
2.7%
$1
$101
22.6%
Note: Chemtura AgroSolutions financials from Chemtura 2013 10-K filing.
1.
EBITDA based on sum of segment operating income and depreciation and amortization and stock-based compensation expense.
40