Streng vertraulich

Lincoln International’s Distribution Group Overview

Summer 2013 Contents

Section 1 Lincoln International Overview 1

Section 2 Capabilities and Relevant Experience 7

APPENDIX

A Officer Bios Section 1

Lincoln International Overview

THE ONLY TRULY INTERNATIONAL, INTEGRATED, INDEPENDENT MID-MARKET ADVISOR NEW YORK SÃO PAULO Leading Middle Market Investment

Amsterdam Moscow London Vienna Paris Beijing Tokyo Madrid Frankfurt Chicago New York Asia Los Angeles Mumbai Evolution

São Paulo

Industry-focused International Integrated Independent

. 14 global industry groups led by . 14 offices with approximately 200 . Global culture and brand . Owned and operated by senior experienced senior bankers bankers in key global investment bankers economies – half outside the U.S. . Integrated, global industry groups . Significant transactional experience and deal teams . No conflicts of interest and deep relationships within . Experienced local bankers with deep each sector strategic relationships within each region

Approximately 60% of Lincoln’s All of Lincoln’s M&A deals are Lincoln provides objective, sound 50% of Lincoln’s 2012 M&A 2012 M&A deals were completed seamlessly executed by advice to our clients without deals were cross-border with strategic acquirers global deal teams conflicts of interest

Section 1: Lincoln International Overview 2 Transaction Capabilities and Industry Focus

Transaction capabilities Breakdown by client type Breakdown by transaction type

. Exclusive sales and divestitures Deal Related Private Opinions, 32% Valuations & . Acquisitions Restructurings Capital Raise 3% . Debt advisory services Private 17% Equity . Fairness opinions and valuations 57% Buy-side . Restructuring and special situations advisory Public 8% 11% Sell-side . Other financial advisory services 72%

Note: Reflects 2012 M&A transactions Note: Reflects 2012 M&A transactions

Industry group verticals

Aerospace and Building and Automotive and Truck Business Services Chemicals Consumer Defense Infrastructure

Transportation and Industry Expertise Drives Results Distribution Logistics

Renewable Energy Packaging Industrials Healthcare Food and Beverage Electronics

Section 1: Lincoln International Overview 3 Lincoln’s Global Integrated Platform Drives Results

Unmatched global footprint with proven access to domestic and international acquirers

Amsterdam 24% London 33% Frankfurt Moscow

Paris Vienna Domestic Financial Chicago Cross-Border Strategic Los Angeles Beijing Tokyo New York Madrid

Mumbai 26% 17% São Paulo

Domestic Strategic Cross-Border Financial

Note: Reflects 2012 M&A transactions Note: Cities reflected on map above represent Lincoln’s offices

Selected recent cross-border transactions

Century Plastics, Inc. Linsalata Capital has sold a majority Partners shareholding to defibtech has sold The Tranzonic Richco, Inc. has been Autometal S.A.,a Grey Mountain Partners Bertram Capital has sold has been sold to Nihon Detrex Corporation Companies, Personal acquired by Filtrona Plc. subsidiary of CIE has sold Robbins Power Holdings, Inc. to Kohden Corporation has sold Harvel Plastics Care Division to Albaad Automotive, S.A. Holdings, Inc. to Smiths Group plc to George Fischer AG Massuot Yitzhak Ltd. HEXPOL AB

Section 1: Lincoln International Overview 4 Culture, People and Growth

Over 270 employees Employee growth worldwide

300 . Founded in 1996 279 250 234 . Partnership culture and ownership 200 181 . Remarkable retention rate 165 159 150 128 . Over 225 bankers, over half of whom are outside the U.S. 105 100

. Over 55 Managing Directors globally, each averaging nearly 20 years of 40 45 50 29 experience 0 . 30% CAGR in professionals since inception 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012

Transaction growth worldwide Transaction growth worldwide

. Nearly 400 transactions closed over the past five years 140

120 117 . Global client base is split among financial sponsors, large corporations and 107 private companies 100 86

80 70 . Over 30% of Lincoln’s assignments are for repeat clients 63 67 56 60 44 . Over two-thirds of Lincoln’s transactions are sell-side assignments 37 40 35 26 . Transactions generally range from $25 million to $500 million 20

0 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012

(1) Includes M&A advisory, capital raises, restructuring transactions, fairness opinions and pension opinion advisory transactions; excludes valuation and other advisory assignments

Section 1: Lincoln International Overview 5 A Leading M&A Advisor to the Middle Market

2012 Sell side assignments < $400M Clients

Rank Firm # Deals Private Equity Groups 1 Rothschild 120 2Lazard 86 3 Lincoln International LLC 75 4 71 5 64 6 RBC Capital Markets Inc 61 7 Jefferies & Company Inc 56 8 Harris Williams & Co 54 9 William Blair & Company 52 Public Companies 10 JPMorgan 50 11 49 12 43 13 UBS Investment Bank 43 14 Moelis & Company LLC 42 15 Raymond James & Associates, Inc. 42 16 Robert W. & Co. Incorporated 39 17 BDO LLP 38 18 Barclays 37 Private Companies 19 Bank of America Lynch 36 20 AG 34 21 Partners Inc 33 22 DC Advisory 32 23 Citi 30 24 Keefe, Bruyette & Woods Inc 28 25 , Nicolaus & Company 27

Source: MergerMarket Notes: (1) Includes all announced deals with a value of <$400 million and all deals with undisclosed values (2) Rankings reflect deals that involve North America and / or Europe (3) Does not include accounting firms

Section 1: Lincoln International Overview 6 Section 2

Capabilities and Relevant Experience

THE ONLY TRULY INTERNATIONAL, INTEGRATED, INDEPENDENT MID-MARKET ADVISOR AMSTERDAM BEIJING CHICAGO FRANKFURT LONDON LOS ANGELES MADRID MOSCOW MUMBAI NEW YORK PARIS SÃO PAULO TOKYO VIENNA Lincoln’s Distribution Team – Resources for Global Deal Making

Edward Lethbridge Eric Wijis Friedrich Bieselt Buckhard Weber Managing Director Managing Director Managing Director Managing Director – London – –Amsterdam – –Frankfurt – –Frankfurt –

Curt Tatham Brad Keyworth Managing Director Director – Chicago – – Chicago –

Iván Marina Dominique Lecendreux Alexandrine Branet Managing Director Managing Director Director –Madrid – –Paris – –Paris –

James Sinclair Andrei Joosten T.N. Giridhar Tetsuya Fujii Keiji Miyakawa Managing Director Managing Director Director Managing Director Managing Director – São Paulo – – Russia – – Mumbai – – Tokyo – – Tokyo –

Global Distribution Group bankers across four continents

Section 2: Capabilities and Relevant Experience 8 Overview of Distribution Group

Current Lincoln Distribution transactions Lincoln’s Distribution expertise Company Client Country Status U.S. Solar panels Due Diligence (Japan Parent) Plastics / Auto / Truck Packaging Healthcare equipment & supplies U.S. Marketing Aerospace interconnect products U.S. H2 2013

Compatible imaging supplies U.S. H2 2013 Office Supplies Building Products Foodservice – produce U.S. H2 2013 Industrial fasteners U.S. H2 2013 Trading company Germany Marketing Logistics Chemicals Logistics Germany Marketing Food ingredients Russia Due Diligence Industry Communications Jan / San Expertise Equipment Recent participants in Lincoln processes Drives Results Consumer Industrial Products

Healthcare Electronics

Food

Section 2: Capabilities and Relevant Experience 9 Recent Distribution Transactions Selected experience

Linsalata Capital Daimler AG has sold River Associates Partners has sold The Bradford Equities has sold Atlantic Detroit Diesel Investments has sold Tranzonic Companies to Wolverine Brass and Allison LLC to Roscoe Medical, Inc.to Silver Oak Services Plumbmaster to Dunes Stewart & Stevenson LLC Tenex Capital Partners Point Capital Management

Distributor of diesel Distributor of plumbing Distributor of homecare and Distributor of personal aftermarket equipment equipment and supplies long-term care products care products

Whalen Furniture Merfish Pipe & Supply Manufacturing has been Morin Logistics has been Company and Pipe sold to Li & Fung sold to Group La Poste Bank of America and Exchange, Inc. have been Svoboda Capital has sold sold to One Equity Partners Parts Now!, LLC to Counterpoint Capital

Sources home furniture products Distributor of steel pipes E-commerce logistics Distributor of consumable printer parts and related accessories

RS Electronics has been Certified Power, Inc. Richco, Inc. has been Compass Diversified sold to WESCO Platinum Equity has has been sold to Itochu Europe Plc. has acquired by Holding has sold Halo International sold Altura to Silver Sun Capital sold Reifen Gundlach Filtrona plc Branded Solutions, Inc. Oak Service Partners Partners, Inc. GmbH to Pon Holding to CANDLELIGHT Germany GmbH Investment Holdings

Distributor of fluid power and Distributor of electronic Distributor of automotive Distributor of communications and Distributor of plastic Distributor of customized torque transfer products components aftermarket parts network equipment fasteners and routing promotional products products

Section 2: Capabilities and Relevant Experience 10 Selected Distribution Experience by Category

Building Products Communications Equipment Electronics

Bradford Equities has sold Wolverine Brass and Plumbmaster to Dunes Point Capital

Office Supplies Industrial Jan / San

Section 2: Capabilities and Relevant Experience 11 Case Study: Merfish Pipe & Supply Company and Pipe Exchange, Inc.

Description Situation

. Merfish is a large importer and master distributor of standard steel pipe while Pipe Exchange is a traditional distributor of domestic API line pipe . Sale of privately held steel pipe for energy exploration distributors . Merfish was family owned and operated for 90 years; Pipe Exchange . Leading distributors of foreign and was acquired by the family in 2004 domestic standard steel and API line . Leading market positions in key U.S. geographies pipe . Deep strategic supplier and customer relationships . Primarily serve construction and . Strong global sourcing capabilities energy end markets

Lincoln approach Results

. Lincoln designed a broad auction process that targeted both strategic and financial acquirers . Focused buyers on the growth opportunities and strength of the Company emerging from the recession . Sold to One Equity Partners, the . Multiple buyers evaluated the opportunity, resulting in numerous Merfish Pipe & Supply indications of interest private investment arm of JPMorgan Company and Pipe Chase Exchange, Inc. have been . Served as a trusted advisor to the family owners throughout the entire sold to One Equity Partners process

Section 2: Capabilities and Relevant Experience 12 Case Study: Parts Now!, L.L.C.

Description Situation

. Market leader in value-added, consumable printer parts and related . Sale of Parts Now, a portfolio company of accessories Bank of America's Global Principal Investments Group and Svoboda Capital . Rapidly growing presence in several non-printer parts categories, L.L.C. including toner . North America’s largest value-added . Challenging dynamics in the printer parts industry driven by reduced supplier of consumable printer parts and office printing amid high unemployment and increased price competition related accessories . Buyer concerns over supplier (HP) exposure / concentration . Primary product lines include genuine OEM and refurbished parts for printers

Lincoln approach Results

. Approached a targeted group of strategic acquirers and financial investors amid a challenging period of declining sales and compressed . Received three final offers, including margins two highly diligenced proposals . Marketing materials conveyed a compelling investment thesis, . Competitive process increased LOI and emphasizing the Company’s reverse logistics platform as a strong value nearly 10% from initial final have sold foundation for growth proposal . Aggressively articulated the Company’s successful product . CounterPoint Capital closed the to diversification strategy into non-printer part categories transaction approximately 30 days . Highlighted speed and certainty to close as critical transaction after signing LOI considerations (in addition to valuation)

Section 2: Capabilities and Relevant Experience 13 Case Study: Certified Power, Inc.

Description Situation

. Two attractive business operations: Fluid Power Systems (value-added distributor and assembler) and Driveline (powertrain component manufacturer) . Sale of Certified Power, Inc. . Leading full-service value-added . Recent acquisition in aftermarket repair services solutions provider of fluid power systems, torque transfer . Diverse customer base spanning multiple end-markets including: truck products, subassemblies, equipment dealers, agricultural, forestry, construction and industrial components, electronic control systems and accessories . Distribution agreements with top fluid power manufacturers, providing restricted exclusivity rights

Lincoln approach Results

. Approached a broad group of financial acquirers and targeted group of strategic buyers to create a competitive process

. Contacted a targeted group of lenders to produce potential financing options . Sold to Sun Capital Partners, Inc.

. Assisted with all aspects of the transaction, including (i) valuation . Expedited process – 30 days from Certified Power, Inc. has been sold to analysis, (ii) rapid due diligence planning and execution; and (iii) execution of letter of intent to close, Sun Capital contract negotiations 4 month full process Partners, Inc.

Section 2: Capabilities and Relevant Experience 14 Case Study: RS Electronics

Description Situation

. Privately owned business with two shareholders seeking liquidity . Business undergoing a period of significant recovery and growth, with EBITDA doubling in year of exit . Sale of RS Electronics, a privately-held company . Ranked as top 20 electronics distributor in highly fragmented industry . Stable, loyal, blue-chip customer base and strategic relationships with . Leading North American value- leading suppliers added distributor of electronic and electrical components . Strong customer value proposition and leading service levels

Lincoln approach Results

. Approached a global group of strategic and financial acquirers . Held pre-marketing meetings with “VIP” strategic acquirers . Identified, quantified and aggressively conveyed synergies available for each “VIP” acquirer . Sold to Wesco International, Inc. . Created tailored, strategic acquirer-specific, offering materials to (NYSE: WCC) for a strategic valuation RS Electronics has been sold to communicate potential synergy opportunities . Shareholders realized desired liquidity Wesco International, Inc. . Fostered a competitive process through aggressive and disciplined and management extended positions execution, resulting in highly engaged potential acquirers with new owner

Section 2: Capabilities and Relevant Experience 15 Appendix A

Officer Bios

THE ONLY TRULY INTERNATIONAL, INTEGRATED, INDEPENDENT MID-MARKET ADVISOR AMSTERDAM BEIJING CHICAGO FRANKFURT LONDON LOS ANGELES MADRID MOSCOW MUMBAI NEW YORK PARIS SÃO PAULO TOKYO VIENNA Officer Bio | Curt Tatham

Advisory Experience: Past Affiliations: Curt has significant experience in investment Prior to joining Lincoln International in 2004, banking, corporate finance and commercial Curt was a Vice President in the Business lending. Curt has advised on mergers and Services investment banking practice of William acquisitions, on both the sell-side and buy-side. Blair & Company in Chicago. His diverse Clients have included large and mid-market U.S. experience also includes investment banking and overseas public corporations, leading and corporate lending positions with ABN Amro private equity firms and privately held or family Corporate Finance and the Northern Trust owned businesses. Curt's expertise, results- Company. oriented approach and dedication to client service make him a strong leader of a client's transaction team. Curt Tatham │ Managing Director

Role at Lincoln International: Industry Experience: Academic Credentials: Curt co-leads Lincoln’s Distribution Group and is a senior member of the Curt has experience in a broad range of Curt holds a Master of Business Administration firm’s Business Services Group. He industries, including distribution, commercial degree from Northwestern University's Kellogg manages key client relationships, leads and industrial services, industrial products, School of Management and a Bachelor of Arts deal teams and is active in the transportation equipment, professional services degree in Economics from Williams College, marketing of Lincoln International. and transportation and logistics. where he graduated cum laude. Officer Bio | Brad Keyworth

Advisory Experience: Past Affiliations: Brad has significant experience in sell-side and Brad began his professional career at Lincoln buy-side transactions, recapitalizations and International in 2002. After joining as an Analyst, other strategic advisory mandates, including Brad was promoted to Associate in 2005 and valuation assignments. Having spent his entire moved to the firm’s Frankfurt, Germany office career in the mid-market, Brad has the financial whereheprovidedadvisoryservicesto expertise, business operation skills and focus on European clients. Brad returned to Lincoln quality and service to deliver outstanding results International’s Chicago office in 2006 and for the firm’s clients. As a result, Brad has continued to focus on cross-border transactions completed numerous transactions with leading in North America and Europe. Brad departed private equity groups, privately held businesses Lincoln International in 2007 to attend business and publicly traded companies. school, rejoined the firm as Associate in 2009, Brad Keyworth │ Director was promoted to Vice President in 2010 and Director in 2013. Role at Lincoln International: Brad co-leads Lincoln’s Distribution Industry Experience: Academic Credentials: Group and is a senior member of the Brad has completed transactions in various Brad holds a Master of Business Administration firm’s Business Services Group. He sectors, including distribution, business degree from Northwestern University’s Kellogg also co-heads the firm’s analyst services, consumer products and services, School of Management and a Bachelor of recruiting activities and is active in food and industrial, and understands the Science degree from the University of Illinois at associate recruiting. various dynamics that drive value for these Urbana-Champaign with Highest Honors and businesses. Further, having worked in Lincoln Bronze Tablet distinction. International’s Chicago and Frankfurt offices, Brad has advised North American and European clients on their mid-market transactions, many of which include cross- border buyers or sellers.