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Capstone Headwaters

PERSONAL CARE PRODUCTS & SERVICES Q2 2020

TABLE OF CONTENTS SHORT-TERM OUTLOOK

 Short-Term Outlook COVID-19 induced store closures and depressed personal consumption  Segment Highlights expenditure, declining 13.6% in April, have brought significant challenges to the Personal Care in year-to-date (YTD) 2020. While the pandemic has  COVID-19 Impacts heightened the visibility of e-commerce and accelerated adoption of online  Notable Transactions channels, in store purchases remain a significant driver of sales in the industry.  Select Transactions Notably, Baby Boomers and Generation X purchase 83% and 69% of their skincare products in store, respectively, according to McKinsey & Company.1 Personal  Public Company Data care providers have been forced to pivot operations to defend revenues which  Report Contributors have manifested in an emphasis in online sales, health and wellness products, and  Consumer & Retail Group the expansion of innovative applications such as augmented reality (AR) cosmetic experiences.  Firm Track Record Despite lowered revenues among industry players, the Personal Care space has demonstrated resilience among select segments such as do-it-yourself (DIY) products including hair coloring and skincare solutions which have experienced heightened year-over-year (YOY) sales. Top public players Estée Lauder (NYSE:EL) CONTACTS and L’Oréal (ENXTPA:OR) have outperformed the S&P 500 on a total return basis YTD by 2.0% and 2.8% respectively. The industry has also demonstrated steady Tracy Patch sales through adverse economic conditions in the past, evidenced by the 7.4% Director increase in global sales from 2008 to 2010, according to McKinsey & Company. 949-220-0540 [email protected] Public Company Total Return Relative to S&P 500 David Bench 140 Managing Director 120 (102.8) L’Oréal 949-734-7888 100 (102.0) Estée Lauder [email protected] (92.7) Kose 80 (91.6) Shiseido 60 (50.0) Revlon Christopher Cardinale 40 March 11: WHO declares COVID-19 a pandemic (41.4) Coty Vice President 500 S&P100 = 20 949-220-0537 0 [email protected] 12/31/19 01/31/20 02/29/20 03/31/20 04/30/20 05/31/20

Source: FactSet and Capstone Research www.capstoneheadwaters.com June 2020 3 Personal Care Products & Services | Q2 2020

SEGMENT HIGHLIGHTS

Do-it-Yourself Products

The closing of salons, beauty outlets, and malls have DIY Personal Care Year-Over-Year Retail Sales severely dampened revenues in the Personal Care space, challenging industry participants to adapt in a rapidly Retail Sales Retail Sales, % changing retail environment. While consumer spending $50 250% and sentiment have plunged near historic lows, COVID-19 $44 $37 has prompted consumers to turn towards DIY self care $45 products in the absence of personal care services and $40 200% $33 retail locations. Despite the drastic decline in in-store $35 sales, several industry segments have demonstrated $30 $27 150% resilience and customer loyalty in the current environment $25 through YTD 2020. $20 $17 100% $15 YOY % Change

With consumers forgoing salon treatments to avoid YOYChange ($in Millions) $10 50% physical contact, products such as bodycare, nailcare, and $5 haircare solutions have experienced heightened demand $0 0% amid the pandemic. Notably, DIY nailcare and hair Bodywash, Nailcare Haircare Skincare Hair & coloring coloring have witnessed significant YOY sales increases of 218% and 172%, respectively, in the four weeks ending on Source: McKinsey & Company April 11. Madison Reed, a professional hair coloring, stylingstyling, and personal care products provider, has experienced a 750% increase in at home hair coloring kits (Econsultancy)2 and exceeded its projected subscriber count for mid-2021.3 The hair kit provider also recently raised $7.6 million of venture funding from Evolution VC Partners in April, bringing its total raised funding to $135.9 million. Other DIY segments have also recorded robust sales on account of elevated demand with bodywash, soap, and lotion products reporting sales increases of 65%, amounting to a total YOY change of $44 million.

Contract Manufacturers

The pandemic has created widespread instability and Select 2020 CDMO M&A Transactions disruption in global supply chains, with personal care providers forced to reassess the resilience of their operations. Despite a slowdown in Date Target Buyer Target Description manufacturing capacity, largely due to a substantial Formulae Offers R&D of personal care 04/16 Omya number of businesses deemed “nonessential,” Development products including skincare consolidation activity among contract manufacturing and Amerilab Manufactures and provides 03/25 DCC development organizations (CDMOs) and contract Technologies R&D of herbal supplements research organizations (CROs) has persisted in YTD 2020. Manufactures personal CDMOs and CROs with a specialization on natural and 03/20 Boomerang Guy & O’Neill products and OTC drugs organic products have garnered robust buyer interest, Cosmetic Labs Knowlton Develops personal care aligning with pre-pandemic consumer trends. Notably, 03/03 Kearney’s Earth Day survey indicates that COVID-19 has of America Development products and influenced consumer sentiment with 55% of respondents Palladium Liquid contract manufacturer 01/22 Accupac stating they were more likely to purchase environmentally Equity of OTC creams and friendly products as a result of the virus.4 Source: Capital IQ, FactSet, PitchBook, and Capstone Research In April, leading global distributor and manufacturer of specialty ingredients Omya acquired Formulae Development for an undisclosed sum. Formulae provides contract research & development (R&D) services for natural formulations in the Personal Care industry. In addition, DCC plc (LSE:DCC) acquired Amerilab technologies, a leading contract manufacturer of effervescent nutritional products, for an enterprise value of $85 million and equivalent to 1.3x revenue. Donal Murphy, CEO of DCC commented on the rationale for the transaction in a press release, “We continue to be excited by the significant opportunities for organic and acquisitive growth in this market. We believe this market will benefit from current events as consumers are likely to be increasingly conscious of their health and wellbeing.”5 2 Personal Care Products & Services | Q2 2020

COVID-19 IMPACTS ON TOP PUBLIC PLAYERS

“With a streamlined operation, lower costs and a stronger balance REVLON (NYSE:REV) sheet, we are confident that Revlon will be able to weather the Trading Data (06/02/2020): pandemic crisis, continue to serve our consumers and customers and drive value for all our stakeholders,” Stock Price $10.40 - Debra Perelman, President and CEO6 52 Week High $27.12

EV/EBITDA 23.0x Results: • $54 million of estimated negative impacts associated with COVID EV/Revenue 1.7x • Net loss increased to $213.9 million, compared to $75.1 in Q1 2019 Market Capitalization $533.4 mm • Adjusted EBITDA fell to $28.4 million versus $38.8 million in the Ratio Analysis prior year period

Current Ratio 0.7 Analysis: Net Debt/EBITDA 11.5 Revlon has worked to strengthen its balance sheet as it holds one of the more debt heavy profiles compared to its peers. It has continued Volume (mm) Price $30 0.20 on its 2020 Business Optimization and Restructuring Program aimed at improving its capital structure, cost efficiency, and operating 0.15 $20 margin. In early May it closed on an $880 million term loan facility 0.10 which provides additional liquidity to refinance existing debt. While $10 0.05 the pandemic significantly affected sales, Revlon’s e-commerce business grew 47% YOY supported by resilience in its Elizabeth Arden $0 0.00 segment which offers fragrances, skincare, and cosmetics products. 12/31/19 02/29/20 04/30/20

Note: Dotted line indicates date after WHO declared COVID-19 a pandemic on March 11

“As the COVID pandemic spreads to the Americas leading to store closure and stay-at-home orders, we saw consumer shift purchasing online. Our e-commerce sales accelerated beginning in March and remained very robust through April.” Trading Data (06/02/2020): - Pierre Laubies, CEO & Director7 Stock Price $4.19

52 Week High $13.73 Results: • Net revenue decreased 23.2% YOY to $1.5 billion EV/EBITDA 9.2x • Announced majority sale of Professional Beauty and Retail Hair EV/Revenue 1.5x Business to KKR (NYSE:KKR) in May Market Capitalization $3,197.4 mm • Announced investment of $750 million from KKR through the sale of convertible preferred shares Ratio Analysis

Current Ratio 1.2 Analysis: Net Debt/EBITDA 6.3 Coty has continued efforts to simplify and deleverage operations, evidenced by its sale of its Professional Beauty and Retail Hair Volume (mm) Price Business and its suspension of its cash dividend until it is operating $15 75 below 4x net debt-EBITDA. In addition, Coty amended its credit

$10 50 agreement with lenders to allow a 1-year holiday of debt covenants which should allow flexibility in its liquidity position. The beauty $5 25 provider concludes fiscal year Q3 with $1.3 billion of cash on hand with plans to reduce fixed costs by $700 billion by 2023 in order to $0 0 attain mid-teens operating margins. 12/31/19 02/29/20 04/30/20 Source: Company press releases and Capstone Research 3 Personal Care Products & Services | Q2 2020

NOTABLE TRANSACTIONS

Several notable transactions have been announced or completed in the industry in 2020. Select transactions are outlined below, followed by a more comprehensive list on the following page.

KKR to acquire Professional Beauty and Retail Hair Business of Coty (May 2020, $4.3 Billion)

KKR (NYSE:KKR) has agreed to acquire a majority stake in the professional beauty and retail hair business of Coty (NYSE:COTY) for an enterprise value of $4.3 billion, representing 12.3x 2019 EBITDA.8 The acquisition includes the Wella, Clairol, OPI ad ghd brands which will be carved out as a standalone company under the Wella name. Under the terms of the transaction, KKR will acquire a 60% stake and Coty will retain the remaining 40% interest. To Acquire Coty’s professional beauty segment recorded approximately $1.81 billion in 2019 sales, accounting for nearly 21% of total revenues, according to its annual report.9 The majority sale of the business unit represents its multi-year turnaround plan to deleverage its balance sheet, accelerate revenue growth, and improve profitability through gross margin growth and cost control. In addition to the acquisition, KKR announced an investment of $750 million in Coty through the sale of convertible preferred shares to KKR. The transactions significantly improve Coty’s liquidity and simplifies its operations to narrow its business segment focus.

“We are excited to form this partnership to invest in Coty to support it through this period of unprecedented global uncertainty and allow it to emerge as a stronger, more agile business, and to acquire a majority stake in Wella, a market leader with a strong portfolio of brands in the attractive Professional Hair market where we see significant opportunities to accelerate growth in partnership with its experienced leadership team,” commented Johannes Huth, Partner and Head of KKR EMEA in a press release.

Ranir acquires Oral Care Assets of High Ridge Brands (April 2020, $113 Million)

Perrigo Company (NYSE:PRGO) subsidiary, Ranir, has acquired the oral care assets of High Ridge Brands for an enterprise value of $113 million. The acquisition includes leading children’s oral care provider, Firefly, and premier brands such as Dr. Fresh and REACH.

High Ridge Brands products are expected enhance Perrigo’s offerings of affordable and innovative self- care oral products to challenge leading national brands. Perrigo will leverage its expansive scale and Acquires product reach to broaden High Ridge Brands distribution and e-commerce presence. The transaction complements Perrigo’s existing oral care product portfolio and highlights its utilization of M&A to bolster product offerings and accelerate revenue growth. Since its acquisition by Perrigo in May 2019 ($750 million, 2.6x revenue), Ranir has sought to strength its position in the Oral Care market. Notably, in January Ranir acquired the assets of Steripod, a leading toothbrush accessory provider which products including toothbrush protectors and tongue cleaners for adults in and children. Terms of the transaction were not disclosed.

“This tuck-in acquisition highlights the attractive growth opportunities available in this space. This acquisition provides us with well-established oral self-care brands that further enables us to better meet the needs of our retail partners by providing their consumers a wider array of high-quality, affordable and innovative new products,“ commented Rich Sorota, Perrigo Executive Vice President and President, Consumer Self-Care America’s in a press release.10

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SELECT TRANSACTIONS

Enterprise EV / LTM Date Target Acquirer Target Business Description Value (mm) Revenue EBITDA Coty Beauty & Retail Comprises professional beauty and retail hair products 05/11/20 KKR $4,300.0 - 12.3x Hair Businesses manufacturing business.

Manufactures and markets skincare and anti- 04/30/20 Skinscience Labs Cannaworx aging products. - - -

Pressure Develops hemp-derived formulations for skincare, pain 04/29/20 Cannaworx - - - BioSciences relief, and nutraceuticals.

Provides hemp-formulated wellness and beauty 04/28/20 CMLM Hempyre - - - products including topicals and capsules.

Formulae Offers research and development of personal care 04/16/20 Omya - - - Development products including skincare and haircare.

Oral Care Assets of Comprises oral care products including toothbrushes, 04/02/20 Ranir $113.0 - - High Ridge Brands travel kits, and floss items.

Manufactures and sells skincare products 03/30/20 WEI Beauty Fosun based on Chinese medicine. - - -

Offers research and development, 03/25/20 Amerilab DCC manufacturing and packaging of supplements. $85.0 1.3x -

Boomerang Guy & Provides contract manufacturing of personal 03/25/20 - - - Laboratories O’Neill products, OTC drugs, and toiletries.

Cosmetic Offers development and contract 03/03/20 Knowlton - - - Laboratories manufacturing of personal care products.

Advanced Provides nutritional supplements through 03/01/20 Uclue - - - Wellness plant-based ingredients.

Develops cosmetics made with natural and 02/24/20 W3ll People e.l.f Beauty organic ingredients. $27.0 - -

Green Comprises the business division that sells CBD-infused 02/24/20 BRN Group - - - Growth personal care and beauty products.

Harmony 02/11/20 Abacus Wellness Offers cannabidiol induced personal care products. $5.5 - - Hemp

01/27/20 Sobe Organics BlockchainK2 Offers health and beauty products. - - -

Colgate- Offers oral care products including , 01/23/20 Hello $351.0 - - Palmolive mouthwash, and toothbrushes.

Manufactures and sells health and wellness 01/22/20 Zija Isagenix products including skincare and bodycare items. - - -

Manufactures, fills, and packages consumer commodity, 01/22/20 Accupac Palladium - - - OTC, and prescription products.

01/22/20 MyoCore Sports Indo Global Provides manufacturing of nutritional supplements. - - -

01/16/20 KVD Vegan Beauty Kendo Brands Provides beauty care products. - - -

01/15/20 VitalFit Nutrition TB12 Offers natural supplements. - - -

01/08/20 Billie Proctor & Gamble Manufactures shaving razons for women. - - -

Assets of Comprises the oral care assets and product 01/06/20 Ranir - - - Steripod manufacturing operations.

Source: Capital IQ, PitchBook, FactSet, and Capstone Research 5 Personal Care Products & Services | Q2 2020

PUBLIC COMPANY TRADING & OPERATING DATA

Price % 52 Wk Market Enterprise LTM EV / LTM Company 06/02/20 High Cap Value Revenue EBITDA Margin Revenue EBITDA Coty Inc. $4.19 30.3% $3,197.4 $12,138.4 $7,931.2 $1,135.8 14.3% 1.5x 10.7x

The Estée Lauder Companies Inc. $202.68 92.0% $72,964.5 $76,963.5 $15,454.0 $3,193.0 20.7% 5.0x 24.1x

KOSÉ Corporation $131.54 73.0% $7,503.6 $6,772.8 $3,045.7 $463.4 15.2% 2.2x 14.6x

L'Oréal S.A. $292.17 93.8% $163,407.7 $160,705.3 $33,524.4 $7,426.3 22.2% 4.8x 21.6x

Revlon, Inc. $10.40 37.9% $533.4 $3,844.9 $2,319.4 $123.0 5.3% 1.7x NM

Shiseido Company, Limited $64.03 75.8% $25,577.1 $27,547.8 $10,081.8 $1,333.1 13.2% 2.7x 20.7x

Mean 15.1% 3.0x 18.3x

EV = enterprise value; LTM = last twelve months Median 14.8% 2.5x 20.7x $ in millions, except per share data NM = Not Meaningful Harmonic Mean 12.2% 2.4x 16.8x

Last Twelve Month Margin Performance

LTM Gross Margin % EBITDA Margin

90% 76.8% 77.1% 80% 72.9% 73.0% 70% 62.1% 56.6% 60% 50% 40% 30% 20.7% 22.2% 20% 14.3% 15.2% 13.2% 10% 5.3% 0% Coty Inc. The Estée Lauder KOSÉ Corporation L'Oréal S.A. Revlon, Inc. Shiseido Company, Companies Inc. Limited

Last Twelve Month 1-Year Revenue Growth

15% 10.9% 10% 6.1% 5%

0%

-5% -1.6% -1.8%

-10% -10.2% -9.3% -15% Coty Inc. The Estée Lauder KOSÉ Corporation L'Oréal S.A. Revlon, Inc. Shiseido Company, Companies Inc. Limited

Source: Capital IQ as of June 2, 2020

6 Personal Care Products & Services | Q2 2020

PERSONAL CARE PRODUCTS & SERVICES REPORT CONTRIBUTORS

Tracy Patch Director [email protected] | 949-220-0540

Tracy is a Director in the Orange County office, supporting the management of the Western Region. Prior to Capstone, Tracy worked as a senior banking professional in Morgan Stanley Smith Barney’s Capital Strategies Group and its predecessor, Citi Capital Strategies. She possesses over 17 years of experience in middle market investment banking, working on both domestic and cross-border transactions. Her previous finance experience includes working in the hedge fund industry with Collins/Bay Island Securities LLC and Talisman Capital. Prior to that, Mrs. Patch worked with institutional fixed income sales at Vining Sparks IBG, LP and Robert Thomas Securities, Inc. She also was a manager at The Disney Company. Mrs. Patch holds an MBA from Pepperdine University and a BS in Finance from Miami University of Ohio. She is a Series 7 and 63 Registered Securities Representative.

David Bench Managing Director [email protected] | 949-743-7888

David is a Managing Director based out of Orange County. Prior to Capstone Headwaters, David managed the Western region for Morgan Stanley Smith Barney’s Capital Strategies Group and its predecessor, Citi Capital Strategies. David has focused on middle market investment banking for 32 years and has been the lead banker in over 250 M&A transactions involving both domestic and foreign corporate buyers, as well as leveraged recaps with private equity sponsors. David’s achievements in investment banking have gained national recognition by The M&A Advisor: one of his transactions was awarded the “Private Equity Deal of the Year,” while another was recognized as the “Energy Deal of the Year.” Mr. Bench has also been awarded “Middle Market Financing Professional of the Year,” an award recognizing M&A’s most accomplished professionals. Mr. Bench holds a BS and an MBA in Finance from Brigham Young University. He is a Series 7 and 63 Registered Securities Representative and a Series 24 Registered Securities Principal.

Christopher Cardinale Vice President [email protected] | 949-220-0537

Christopher has been engaged in the execution and advisory of mergers, acquisitions and strategic capital raises for over 7 years. Prior to joining Capstone, he was an associate with a boutique M&A firm focused on valuation, M&A advisory, corporate finance, acquisition target research and exit-planning strategy. His industry experience includes manufacturing, healthcare, TMT and consumer. Christopher was also a research analyst in the M&A department at United Capital Financial Advisors. He earned a BA from the University of San Diego. Christopher is a Registered Securities Representative having passed the FINRA Series 79 and 63 examinations.

Connor McLeod Research Associate [email protected] | 617-619-3319

Connor is a Research Associate at Capstone Headwaters primarily specializing in Building Products & Construction Services, Healthcare, Business Services, and Cybersecurity. Prior to joining Capstone Headwaters, Connor was a specialist with the Investor Services team at BlackRock where he worked with mutual funds, closed end funds, and exchange traded funds and communicated fund performance, relevant market dynamics, and facilitated trades for shareholders, financial advisors, and institutional clients. Connor holds a BA in Economics from Bates College and is a Series 7 Registered Securities Representative.

7 Personal Care Products & Services | Q2 2020

CONSUMER & RETAIL GROUP

John Ferrara Jeff Ackerman Sophea Chau Founder & CEO Managing Director Managing Director 617-619-3325 617-275-4401 617-619-3307 [email protected] [email protected] [email protected]

Tom Elliott Paul Louie Lisa Tolliver Managing Director Managing Director Senior Director 813-251-7285 626-374-8856 312-674-4532 [email protected] [email protected] [email protected]

Tracy Patch Yogesh Punjabi Jesse Betzner Director Director Vice President 949-220-0540 617-619-3305 617-619-3355 [email protected] [email protected] [email protected]

To learn more about the Consumer & Retail Group and our most recent M&A Transactions visit Capstone Headwaters' Consumer & Retail Group

8 Personal Care Products & Services | Q2 2020

FIRM TRACK RECORD

Capstone Headwaters professionals have represented clients across the Consumer Products & Services industry. This focus allows Capstone Headwaters to provide Personal Care Products & Services clients with real-time transaction feedback and immediate access to key decision makers among the industry’s most active acquirers and investors. A sampling of Capstone Headwaters' closed transactions is shown below:

CONFIDENTIAL CONFIDENTIAL CONFIDENTIAL

corporate sale corporate sale corporate sale corporate sale (IN PROCESS) (IN PROCESS) (IN PROCESS) (IN PROCESS)

BRANDED NATURAL PREMIER HAIR STYLING MANUFACTURER OF BRANDED AROMA CLEANING PRODUCTS TOOLS PROVIDER PREMIUM ESSENTIAL OILS THERAPY PRODUCTS

has acquired has been recapitalized by has been acquired by has been acquired by

UNDISCLOSED FAMILY OFFICE

has been acquired by has been acquired by has been acquired by has been acquired by

9 Personal Care Products & Services | Q2 2020

CITATIONS

1. McKinsey & Company, “How COVID-19 is changing the world of beauty,” https://www.mckinsey.com/industries/consumer-packaged-goods/our-insights/how-covid-19-is-changing-the-world- of-beauty, accessed June 1, 2020. 2. Econsultancy, “How the beauty industry is responding to coronavirus,” https://econsultancy.com/how-the-beauty- industry-marketing-is-responding-to-coronavirus/, accessed June 2, 2020. 3. Fast Company, “Puzzles, hair dye, bread: These companies are thriving despite coronavirus,” https://www.fastcompany.com/90500353/puzzles-hair-dye-bread-these-companies-are-thriving-despite-coronavirus, accessed June 2, 2020. 4. Beauty Packaging, “COVID-19: Consumers Eye Retailers for Sustainable Solutions,” https://www.beautypackaging.com/contents/view_breaking-news/2020-04-22/covid-19-consumers-eye-retailers-for- sustainable-solutions/, accessed June 2, 2020. 5. DCC PLS DCC Healthcare announces acquisition of Amerilab,” https://www.morningstar.com/news/dow- jones/202003251348/dcc-plc-dcc-healthcare-announces-acquisition-of-amerilab, accessed June 2, 2020. 6. Revlon, “Revlon Reports First Quarter 2020 Results,” https://investors.revlon.com/static-files/3f17dc5b-5e2a-4049-9dfb- 18d612ac4273, accessed May 28, 2020. 7. Coty, “Q3 2020 Coty Inc Earnings Call,” https://investors.coty.com/financial-information/quarterly-results/default.aspx, accessed May 29, 2020. 8. Coty, “Coty Announces Strategic Partnership with KKR; Reports 3Q Fiscal Results,” https://www.coty.com/in-the- news/press-release/coty-announces-strategic-partnership-kkr-reports-3q-fiscal-results, accessed June 1, 2020. 9. Coty. “Fiscal Year 2019 Annual Report,” https://s23.q4cdn.com/980953510/files/doc_financials/2019/ar/COTY-Annual- Report-FY19-Final.pdf, accessed June 1, 2020. 10. Perrigo, “Perrigo Completes Acquisition of Oral Care Assts of High Ridge Brands,” https://investor.perrigo.com/2020- 04-02-Perrigo-Completes-Acquisition-of-Oral-Care-Assets-of-High-Ridge-Brands, accessed June 1, 2020.

Disclosure: This report is a periodic compilation of certain economic and corporate information, as well as completed and announced merger and acquisi- tion activity. Information contained in this report should not be construed as a recommendation to sell or buy any security. Any reference to or omission of any reference to any company in this report should not be construed as a recommendation to buy, sell or take any other action with respect to any security of any such company. We are not soliciting any action with respect to any security or company based on this report. The report is published solely for the general information of clients and friends of Capstone Headwaters. It does not take into account the particular investment objectives, financial situation or needs of individual recipients. Certain transactions, including those involving early-stage companies, give rise to substantial risk and are not suitable for all investors. This report is based upon information that we consider reliable, but we do not represent that it is accurate or complete, and it should not be relied upon as such. Prediction of future events is inherently subject to both known and unknown risks and other factors that may cause actual results to vary materially. We are under no obligation to update the information contained in this report. Opinions expressed are our present opinions only and are subject to change without notice. Additional information is available upon request. The companies mentioned in this report may be clients of Capstone Headwaters. The decisions to include any company in this report is unrelated in all respects to any service that Capstone Headwaters may provide to such company. This report may not be copied or reproduced in any form, or redistributed without the prior written consent of Capstone Headwaters. The information contained herein should not be construed as legal advice.

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