Packaging-Annual-Report-2017.Pdf
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October 2017 Investment Banking Multiple Forces Continue to Drive Broad-Based M&A Interest in Packaging Industry In This Report Relatively low cyclicality of the Packaging sponsor interest packaging sector driving financial- Strategic acquirers seek growth to justify public valuations Debt markets continue to view packaging favorably Flexibles segment generating accelerated growth opportunities for packaging companies CONTENTS Executive Summary 1 Market Update and Analysis 3 William Blair Packaging Banking Franchise 5 Sector and Transaction Data 7 EXECUTIVE SUMMARY Multiple Forces Continue to Drive Broad-Based M&A Interest in Packaging Industry Shift toward flexible significantly over the last financial sponsors are becoming several years. increasingly focused on acquiring packaging continues as assets that are relatively well- shippers look to reduce This broad-based interest is being insulated from an economic downturn. further supported by highly weight and consumers Because a large portion of packaging accommodative debt markets, leading companies’ business is attributable to demand more convenient, to heightened valuations in the first more defensive and less discretionary resealable options. half of 2017. During the first six end-markets, such as food and months of 2017, the median EV/LTM beverage, personal care, and other In 2016, M&A activity in the packaging EBITDA multiple in packaging consumer staples, the packaging industry grew to a record $41.9 transactions increased to nearly 9.0x, industry historically has performed billion, the third consecutive year that well above the median of 8.3x much better than other industrial transaction value significantly since 2004. sectors during a downturn. During due exceeded the 13-year median of $24.5 diligence, financial sponsors will billion. Deal value in 2016 was driven Low Cyclicality Drives Financial- closely examine a packaging target’s by a large number of $750 million- Sponsor Interest customer base to assess those plus transactions. This heightened As the current economic expansion companies’ exposure to potential level of deal-making continued in the cycle stretches into its eighth year, macroeconomic headwinds. first half of 2017, as transaction value in the first six months of the year was up 15% on a year-over-year basis due to transactions such as Advent Packaging’s Low Cyclicality Attracts Private Equity Interest International’s acquisition of Faerch The packaging industry’s lack of cyclicality, relative to other industrial sectors, Plast, Multi-Color’s acquisition of was exhibited during the last recession. As we move into what could be the mid- Constantia Labels, and Leonard Green to-late innings of the current economic expansion, packaging companies’ strong & Partners’ and Oak Hill’s acquisition cash flow generation and the defensive nature of their end-markets make these of Charter NEX Films. companies attractive industrial assets for private equity firms. Several trends are converging to drive 160% M&A activity in the packaging 140% industry. Based on the view that we 120% ↓Recession Impact: (2%) may be entering the mid-to-late innings of the current economic 100% ↓Recession Impact: (28.5%) expansion, financial sponsors are 80% focusing aggressively on the packaging 60% sector due to the industry’s relatively 40% noncyclical nature and ability to ↓Recession Impact: (56.4%) generate consistent and predictable 20% cash flow. Publicly traded strategic 0% acquirers are pursuing acquisitions to '02 '03 '04 '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15 '16 generate growth to justify valuation Housing Starts Auto Retail Sales Packaging Sales multiples that have expanded Sources: The Freedonia Group, Haver Analytics, and WardsAuto 1 Packaging companies’ ability to EBITDA multiple for packaging well as evolving customer preferences generate strong cash flow is another companies as of June 30, 2017, was for enhanced customization, single- reason the industry is attractive to 9.5x, well above the median of 8.0x serve food and beverage options, and financial sponsors ahead of a potential since 2004. This multiple expansion focus on driving demand for products economic slowdown. Relative to other has occurred despite the fact that through attractive packaging (i.e., shelf industrial sectors, packaging has growth potential for the packaging appeal, printing, and advertising). relatively low capital expenditure industry is generally tied to GDP Growing consumer demand for single- requirements. This gives packaging and/or population growth. serving/away-from-home meals has companies valuable flexibility Eager to generate growth to justify led to robust growth in pouches and during a downturn. these robust valuations, large resealable packages. These options are Intense interest from financial packaging companies have become easy for consumers to transport and sponsors, combined with leveraged increasingly acquisitive over the past improve food preservation by offering finance lenders’ favorable view of the few years. For example, in December tighter seals. Not only does flexible packaging industry, has resulted in 2016, RPC Group announced two packaging give consumers more several high-profile acquisitions at acquisitions, ESE World for $275 convenient options, flexible packaging over 10x EBITBA multiples by private million and Astrapak for $99 million. also provides more ways to equity firms since April 2017, In January 2017, WestRock announced differentiate and increase shelf appeal including Genstar Capital’s pending that it was expanding its portfolio of through superior graphics and acquisition of Tekni-Plex, a paper and packaging solutions by enhanced features. Within flexibles manufacturer of food, medical acquiring Multi Packaging Solutions more broadly, the growth of pouches packaging, and tubing; Leonard Green for an implied enterprise value of $2.3 has been especially impressive. From & Partners’ and Oak Hill’s acquisition billion. In July 2017, packaging 2011 to 2016, sales of pouches grew of Charter NEX Films, a manufacturer company Multi-Color announced that 56% faster than bags and 28% faster of specialty films for the food and it would acquire the labels business of than wraps and other medical industries; Goldman Sachs’ Germany-based Constantia Flexibles flexible products. acquisition of Transcendia, a for $1.3 billion. To learn more about To learn more about trends affecting manufacturer of custom engineered recent high-profile transactions in the the M&A landscape in the packaging films for a variety of end-markets, packaging industry, see the case industry, please do not hesitate to including healthcare, food and studies later in this report. contact us. beverage, and point-of-purchase display; and Advent International’s Flexibles Generate Growth acquisition of Faerch Plast, a Danish Opportunities for manufacturer of packaging products Packaging Companies for the food industry. Over the past decade the packaging industry has seen a steady shift from Strategic Acquirers Seek Growth to rigid containers, made from materials Justify Valuations such as paperboard, glass, metal, Multiples for publicly traded and rigid plastic, to flexible packaging. packaging companies, as in many This shift has been driven by other sectors, have risen significantly manufacturers’ desire to use lower- since 2011. The median EV/LTM cost and lighter-weight materials, as William Blair 2 MARKET UPDATE AND ANALYSIS Packaging M&A – Global Transaction Values M&A activity in the packaging industry, in terms of transaction value, has increased significantly since 2013. Recent momentum was driven by a large number of $750 million-plus transactions, such as Advent International’s acquisition of Faerch Plast, Multi-Color’s acquisition of Constantia Labels, and Leonard Green & Partners’ and Oak Hill’s acquisition of Charter NEX Films. On a year-over-year basis, M&A activity in the first half of 2017 was more than 15% ahead of 2016’s pace. ($ in billions) Median: $24,463 +15.3% $41.9 $39.7 $38.1 +167.5% $32.4 $31.3 $25.6 $26.9 $24.5 $21.0 $21.5 $20.5 $18.9 $15.0 $17.3 $13.1 $10.0 $10.1 '04 '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15 '16 2H 1H 2H 1H Packaging '15 '16 '16 '17 Market Analysis Sources: Dealogic and William Blair’s Mergers and Acquisitions market analysis; aggregate value includes all announced deals We look behind the numbers to examine trends in the Packaging M&A – Valuation Multiples dealmaking landscape in the The confluence of strong, broad-based demand from strategic acquirers and financial sponsors and debt markets that view the packaging industry very packaging industry. favorably have supported robust M&A valuations. In the first half of 2017, the median EV/LTM EBITDA multiple for packaging M&A increased to nearly 9.0x, well above the median of 8.3x since 2004. Financing for packaging M&A transactions has consistently eclipsed 6.0x total debt/LTM EBITDA with debt occasionally exceeding 7.0x. EV / LTM EBITDA Median: 8.3x 9.3x 8.9x 8.7x 8.8x 8.3x 8.4x 8.3x 8.5x 8.3x 8.3x 8.3x 7.8x 7.6x 6.7x 7.5x 7.2x 7.5x '04 '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15 '16 2H 1H 2H 1H '15 '16 '16 '17 Sources: Dealogic and William Blair 3 Packaging – Public Company Valuations Valuations for publicly traded packaging companies have also risen significantly since 2011, despite the fact that the industry’s growth rates are largely tied to GDP growth, which has been tepid over this period. To generate growth and support these strong valuations, packaging companies have become increasingly aggressive in their acquisition efforts. Median: 8.0x 9.3x 9.4x 9.5x 9.5x 8.9x 8.2x 8.5x 7.7x 7.8x 7.4x 7.3x 7.3x 7.8x 6.9x 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 1H '17 Source: Capital IQ; median EV/LTM EBITDA multiples for publicly traded companies shown on pages 17 through 20 of this report Packaging M&A – Strategic vs.