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not yet saved Lincoln International’s Mid-Market Financing Survey Germany

Q2/2015 Contents

Section 1 Introduction to Lincoln International 1

Section 2 Summary of the Mid-Market Financing Survey 9

Section 3 Results overview 11

APPENDICES

Contact Information Section 1

Introduction to Lincoln International Lincoln International at a glance

Leading and highly focused M&A investment with global footprint

Frankfurt

Amsterdam New York Shanghai

Mumbai

São Paulo

Global  Global, integrated investment bank with international project and industry teams Mid-Cap  Focus on mid-sized M&A transactions in the Euro 25 – 500 million value range Cross-Border  Advisory on cross-border transactions as core competency Independent  Share capital of Lincoln International is exclusively held by senior management team

Section 1: Introduction to Lincoln International 2 Key facts about Lincoln International

Overview of key figures

17 12 380 50 own offices in the 10 major global, specialized sector professionals globally for M&A professionals in the world economies teams for selected industries and Debt Advisory office

No. 1 No. 1 > 135 26 globally as financial advisor to in German M&A sell-side successful transactions in successful transactions in Private Equity on exits league tables for 2014 2014 worldwide DACH region in 2014

Globally integrated company with joint management

Amsterdam | Beijing | Chicago | Frankfurt | London | Los Angeles | Madrid | Milan | Moscow | | New York | Paris | São Paulo | Shanghai | Tokyo | Vienna | Zurich

Section 1: Introduction to Lincoln International 3 Lincoln International’s business model

Integrated firm focusing on mid-sized M&A transactions between Euro 25 and 250 million

Transaction expertise + Sector focus

Core competencies: Aerospace & Defense Automotive / Truck Building . Exclusive Sales / Divestitures . Debt Advisory Other services: . Acquisitions Chemicals Business Services Cleantech . Mergers . Company valuations . Fairness Opinions . Exit Opinions Financial Institutions Healthcare Industrials . Special Situations . Capital Raising & Advisory

Consumer / Retail Technology Transportation / Logistics

Section 1: Introduction to Lincoln International 4 Leading M&A sell-side advisor (deals up to USD 500 million)

Global sell-side league tables German sell-side league tables

2013 2014 2013 2014

Global M&A (Sell-side) Global M&A (Sell-side) German M&A (Sell-side) German M&A (Sell-side)

Ranking Deal Ranking Deal Ranking Deal Ranking Deal 2013 Company Name Count 2014 Company Name Count 2013 Company Name Count 2014 Company Name Count 1 M&A International 111 1 Rothschild 125 1 Lincoln International 15 1 Lincoln International 21 2 Rothschild 102 2 101 2 Rothschild 10 2 Rothschild 16 3 98 3 Lazard 96 3 Globalscope Partners 10 3 Concentro Management 16 4 89 4 Lincoln International 95 4 Mummert & Company 9 4 Altium Capital 11 5 Lincoln International 78 5 Goldman Sachs 91 5 Goldman Sachs 8 5 Globalscope Partners 11 6 Houlihan Lokey 76 6 M&A International 85 6 M&A International 8 6 Mummert & Company 11 7 JPMorgan 68 7 William Blair 74 7 Sigma Corporate Finance 7 7 VR Corporate Finance 10 8 64 8 Raymond James 71 8 DC Advisory 6 8 goetzpartners 9 9 Jefferies 61 9 Morgan Stanley 70 9 Commerzbank 6 9 8 10 Citi 57 10 Citi 68 10 Group 6 10 UniCredit Group 7 11 53 11 Partners 64 11 Network Corporate Finance 6 11 Lazard 7 12 UBS Investment Bank 53 12 Jefferies 61 12 Altium Capital 6 12 Commerzbank 7 13 BoA Lynch 51 13 Moelis & Company 61 13 Clairfield International 6 13 Saxenhammer & Co. 7 14 William Blair 50 14 JPMorgan 59 14 Saxenhammer & Co. 6 14 Goldman Sachs 6 15 RBC Capital Markets 50 15 RBC Capital Markets 58 15 Lazard 5 15 6

Source: mergermarket Source: mergermarket Notes: (1) Sell-side advisors to targets on a global basis with a transaction size up to USD 500 million Notes: (1) Sell-side advisors to German targets with a transaction size up to USD 500 million (2) Excluding Big-4s (2) Excluding Big-4s and insolvency advisor Perspektiv

 Lincoln International’s leading market position in the M&A middle market is continuously reflected in mergermarket’s league tables

Section 1: Introduction to Lincoln International 5 Transactions in the financial year 2014

Selected German M&A transactions

Sale Sale Sale Sale Sale Sale

Dürr Automation (F) Amoena (D) Rademacher (D) from Granville (D) alfi (D) J.H. Ziegler (D) IHLE Holding (D) from NORD Holding (D) from Dürr / Schenck (D) and Capital (UK) from WMF group (D) from private shareholders (D) from founding family (D) to Cross Equity Partners (CH) to Quantum Kapital (D) to Halder (D) to Thermos (JP) and KWI (CN) to DPE (D) to Michelin (F) and Pinova Capital (D)

December 2014 November 2014 November 2014 October 2014 December 2014 September 2014

Sale Sale Sale Sale Sale Sale

TimePartner (D) UMS US (USA) Garpa (D) J&S Automotive (D) Prontor (D) Waggonbau Niesky (D) to Auctus Capital Partners (D) from UMS AG (D) from the founding family (D) from Finatem (D) to from VTC Partners (D) from Deutsche Bahn (D) and Management to New State Capital (USA) to DK Premium Brands (CH) Brockhaus Private Equity (D) to Hittech Group (NL) to Quantum Kapital (D)

September 2014 August 2014 August 2014 August 2014 July 2014 July 2014

Sale Sale Sale Sale Sale Sale

Optics Division (D) Railpool (D) Universum Inkasso (D) Schaltex Systems (D) entelios (D) WERU (D) from Eschenbach Optik (D) from HSH and KfW IPEX (D) from Valovis and Merkur (D) from Haspa BGM (D) from the shareholders (D) from Triton (D) to BWK (D) to Oaktree Capital Mgmt. (USA to BBU (D) to Scanfil (FIN) to EnerNOC (USA) to H.I.G. European Capital (D)

June 2014 May 2014 May 2014 March 2014 February 2014 January 2014

Section 1: Introduction to Lincoln International 6 Recent and current Debt Advisory mandates Germany (1/2)

Overview of selected DACH Debt Advisory transactions

Ongoing Confidential

Refinancing Acquisition Financing Acquisition Financing Recapitalisation Sale

Advisor to a US private equity Advisor to Oakley Capital Advisor to the Advisor to Quadriga Capital Debt Advisor to VR Equitypartner, investor on the refinancing of a on the acquisition financing shareholders on the recapitalisation SüdBG and individuals on the sale foreign portfolio company of PARSHIP of punker of Clean Car to Holler Foundation

ongoing April 2015 December 2014 October 2014 October 2014

Acquisition Financing Sale Refinancing Sale Acquisition Financing

Advisor to ProXES, a portfolio Debt Advisor to NORD Holding Advisor to Oakley Capital Debt Advisor to the founding family Advisor to Ardian company of DBAG, on the on the sale of Rademacher to on the refinancing of on the sale of IHLE Holding on the acquisition financing acquisition of FrymaKoruma Group Cross Equity Partners and Pinova intergenia Holding to Michelin of ADA Cosmetics

October 2014 September 2014 September 2014 September 2014 July 2014

Section 1: Introduction to Lincoln International 7 Recent and current Debt Advisory mandates Germany (2/2)

Overview of selected DACH Debt Advisory transactions

Amendment Sale Sale Refinancing Sale

Advisor to 360T Debt Advisor to Riverside Debt Advisor to Triton Advisor to SOLCOM on Debt Advisor to Aheim Capital on the amendment of its existing on the sale of arena on the sale of Weru its unitranche refinancing on the sale of Aqua Vital Senior Loan Agreement to Capvis to H.I.G. Capital provided by LFPI to Halder

May 2014 January 2014 January 2014 September 2013 July 2013

Sale Acquisition financingFinancing Sale Acquisition Financing Acquisition Financing

Debt Advisor to Kings Park Capital AdvisorAdvisor toto DBAGDBAG Debt Advisor to Delta Equíty on the Advisor to Orlando Advisor to Summit Partners on its on the sale of IHS oonn thethe acquisitionacquisition financingfinancing sale of Deutsche Fachpflege on the acquisition financing of acquisition financing of to Battery Ventures forof Stephan Machinery Holding to Chequers Capital Vivonio Group 360 Treasury Systems

July 2013 AprilApril 20132013 March 2013 October 2012 June 2012

Section 1: Introduction to Lincoln International 8 Section 2

Summary of the Mid-Market Financing Survey Key findings German Mid-Market Financing Market Survey

Survey statistics Assessment of current market environment in Germany

 Lincoln International's German Debt Advisory team is delighted to  The amount of capital available to support mid-market financing is present the results of its latest Financing Market Survey for the considered by more than 75% of the participants as too high German mid-market  55.6% expect a higher lending volume for their institutions supported  A total of 68 and funds active in the German lending mid- by a higher lending activity in Q1/2015 compared to Q1/2014 market were approached  The highest lending activity is expected in the segment between  Almost 60% of the approached lenders participated in the survey Euro 50-150 mio. (EV)

 49.1% institutions participating were banks, 43.9% debt funds with  Most activity is expected in the sector industrials (28.3%) followed the remainder being credit opportunity funds or other (3.5% each) by healthcare (21.7%) and business services (13.0%)

Source: Lincoln International AG Source: Lincoln International AG

Financing trends Outlook

 Overall leverage levels are expected to be higher in 2015 (65.4%)  Unitranche and all-bullet financing are expected to further expand with spreads in the overall market further declining (55.8%) into the lending market

 74% of all lenders will keep the same credit terms but 22.2% of the  Higher competition is feared to lead to increasingly aggressive lenders are prepared to loosening those financing structures even on weaker business models

 2nd lien is expected by 55.7% of the market participants to play a  27.4% of survey participants are contemplating to increase their hold more important role in financing structures sizes to enhance competiveness, 19.6% contemplate to expand into new debt products whilst the same group might increase their  Banks are expected to offer higher leverage levels and more bullet underwriting structures in order to compete with debt funds

Source: Lincoln International AG Source: Lincoln International AG

 With market liquidity considered as being to high for the amount of deals offered in the mid-market, market participants are expecting a further increase in leverage and tightening of margins

Section 2: Summary of the Mid-Market Financing Survey 10 Section 3

Results overview Overview of survey results (1/4)

The current expectations for your firm's 2015 loan volume as Select the categorisation of your lending institution compared to 2014 is…

Credit Opportunity Other 60.0% 55.6% Fund 3.5% 3.5% 50.0%

40.0%

30.0% Bank 25.9% 49.1% 18.5% Private Debt Fund 20.0% 43.9% 10.0%

0.0% Higher Lower Unchanged

Source: Lincoln International's Mid-Market Financing Market Survey SSource: Lincoln International's Mid-Market Financing Market Survey

How did your firm's Q1 2015 loan volume compare to Q1 2014? In 2015 compared to 2014, will your firm be:

60.0% 80.0% 74.1%

70.0% 50.0% 48.1% 60.0% 40.0% 50.0% 31.5% 30.0% 40.0%

20.4% 30.0% 20.0% 22.2% 20.0% 10.0% 10.0% 3.7%

0.0% 0.0% Higher Lower unchanged Tightening credit terms Loosening credit terms Keeping the same credit terms

Source: Lincoln International's Mid-Market Financing Market Survey Source: Lincoln International's Mid-Market Financing Market Survey

Section 3: Results overview 12 Overview of survey results (2/4)

Which segment will see the highest lending activity in terms of deal size (EV)? Which sector will see the highest lending activity in 2015?

60.0% Aerospace & Defense Business Services 0% 50.0% 13% Healthcare 50.0% Transportation 22% /Logistics 4% 40.0% Chemicals 4% 30.0% Technology, Media 7% 18.5% Consumer / Retail 20.0% 16.7% 11% 14.8%

10.0%

Automotive / Truck 0.0% 11% Industrials Cleantech up to Euro 50 mio. between Euro 50 and up between Euro 150 mio above Euro 300 mio. 28% to Euro 150 mio. and up to Euro 300 mio. 0%

Source: Lincoln International's Mid-Market Financing Market Survey Source: Lincoln International's Mid-Market Financing Market Survey

Do you think total leverage levels in the overall market will be: Do you think senior leverage levels in the overall market will be:

70.0% 70.0% 65.4% 65.4%

60.0% 60.0%

50.0% 50.0%

40.0% 40.0%

28.8% 30.0% 26.9% 30.0%

20.0% 20.0%

7.7% 10.0% 10.0% 5.8%

0.0% 0.0% Higher Lower Unchanged Higher Lower Unchanged

Source: Lincoln International's Mid-Market Financing Market Survey Source: Lincoln International's Mid-Market Financing Market Survey

Section 3: Results overview 13 150525_Lincoln International Financing Market Survey Germany.pptx Overview of survey results (3 of 4)

Do you think senior spreads in the overall market will be: Do you think unitranche spreads in the overall market will be:

60.0% 70.0% 55.8% 61.5% 50.0% 60.0%

50.0% 40.0% 38.5%

40.0% 36.5% 30.0% 30.0%

20.0% 20.0%

10.0% 5.8% 10.0% 1.9% 0.0% 0.0% Higher Lower Unchanged Higher Lower Unchanged

Source: Lincoln International's Financing Market Survey Source: Lincoln International's Financing Market Survey

The amount of capital available to support mid-market financings Which debt product will play a more important role in 2015? is: Other 90.0% (Unitranche) TLC 17% 14% 80.0% 76.9%

70.0%

60.0%

50.0% Mezzanine 13% 40.0%

30.0%

20.0% 17.3%

10.0% 5.8% 2nd Lien 56% 0.0% Disproportionately too high In balance Unsufficient

Source: Lincoln International's Financing Market Survey: Source: Lincoln International's Financing Market Survey

Section 3: Results overview 14 Overview of survey results (4/4)

To maintain or enhance your firm's competitiveness in the What do you think will be the most pervasive trend in mid-market market in 2015, is your firm considering: financings in 2015?

Expanding into new debt products  “Unitranche product taking share” We are sticking to our 12% current strategy Changing your firm's capital 25% structure  “Banks offering higher leverage to compete with unitranche” 5%

Moving down the market  “Heightened competition, with both banks and funds aggressively (doing smaller EBITDA levels) targeting the same opportunities” 12%  “Sanity returning after some kind of scare”

Moving up the market Increase your hold size (doing larger EBITDA levels)  “TLB structures for small businesses“ 17% 7%  “Loosening of covenants“ Increase underwriting levels Offering more back-ended 12% structures 10%  “Focus on flexibility“ Source: Lincoln International's Mid-Market Financing Market Survey  “Binary financing decisions“

 “Financing of weaker business models, e.g. automotive suppliers“ As compared to 2014, do you think your portfolio companies' 2015 performance will be:  “Over-leverage“  “Too much competition on good transactions“

 “Poor credits with unrealistic expectations trying to take advantage of broader market conditions and advisors…“

Flat Better  “Oversupply of loans chasing to little demand“ 47% 47%  “Trend leading to all-bullet structurings“  “Cheap liquidity, lower margins, higher leverage“

 “Team up between banks and funds“ Worse 6% Source: Lincoln International's Mid-Market Financing Market Survey Source: Lincoln International's Financing Market Survey

Section 3: Results overview 15 150525_Lincoln International Financing Market Survey Germany.pptx Contact Information

Dominik Spanier Christine Weis Andres Middelschulte Managing Director Director Director Lincoln International AG Lincoln International AG Lincoln International AG Phone +49 69 97105 428 Phone +49 69 97105 474 Phone +49 69 97105 401 Mobile +49 170 764 2263 Mobile +49 173 392 7078 Mobile +49 172 434 10 12 Fax +49 69 97105 528 Fax +49 69 97105 574 Fax +49 69 97105 501 Email [email protected] Email [email protected] Email [email protected]

Lincoln International AG Ulmenstrasse 37-39 60325 Frankfurt am Main www.lincolninternational.de

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