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Specialty Materials Investment Banking

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Specialty Materials Investment Banking February 2015 Sector Update Specialty Materials Investment Banking Elliot G. Farkas [email protected] +1 312 364 8157 Matthew B. Gooch [email protected] +44 20 7868 4478 In this Issue: Specialty Materials – Specialty Materials Sector Update – Specialty Materials M&A Market Summary – Specialty Materials Public Comparables – Middle-Market M&A Summary – Debt Capital Markets William Blair’s investment banking group combines signi�icant transaction experience, rich industry knowledge, and deep relationships to deliver successful advisory and �inancing solutions to our global base of corporate clients. We serve both publicly traded and privately held companies, executing mergers and acquisitions, growth �inancing, �inancial restructuring, and general advisory projects. This comprehensive suite of services allows us to be a long-term partner to our clients as they grow and evolve. About William Blair From 2010-2014, the investment banking group completed more than 330 merger-and- Investment Banking acquisition transactions worth $73 billion in value, involving parties in 36 countries and �ive continents, was an underwriter on more than 20% of all U.S. initial public offerings, and raised nearly $100 billion in public and private �inancing. William Blair & Company Table of Contents Specialty Materials Investment Banking – Executive Summary .............................................................................................................................................. 1 Specialty Materials Sector Update .......................................................................................................................................................................................................... 7 Specialty Materials Trends .................................................................................................................................................................................................................... 8 Specialty Materials Transformations ............................................................................................................................................................................................... 8 Composites ................................................................................................................................................................................................................................................. 10 Elastomers/Rubber ............................................................................................................................................................................................................................... 17 M&A Activity .................................................................................................................................................................................................................................................. 23 Recent Notable Specialty Materials Transactions ........................................................................................................................................................................ 28 Public Comparables .................................................................................................................................................................................................................................... 33 Quarterly Market Update – All Industries........................................................................................................................................................................................ 37 Debt Capital Markets Summary ............................................................................................................................................................................................................ 40 Notes .................................................................................................................................................................................................................................................................. 41 Disclosures ...................................................................................................................................................................................................................................................... 42 Specialty Materials Investment Banking Table of Contents William Blair & Company Specialty Materials Investment Banking – Executive Summary Focus on High-Growth End-Markets Drives Surge in Transactions and Valuations Sector sees increased M&A activity and valuations as buyers seek to capitalize on strong secular tailwinds and shift portfolios toward aerospace, medical, oil and gas, and other high-growth end- markets Fueled by corporations looking externally for new sources of growth, record amounts of private equity “dry powder,” and accommodative debt markets, M&A activity surged in 2014 across most sectors. Even in this supercharged deal-making environment, specialty materials have stood out as a particularly active industry from an M&A perspective. For specialty materials in 2014 there were 304 transactions representing a cumulative $30.9 billion. These figures equate to a 20.2% M&A Snapshot – Specialty Materials increase in the number of transactions completed and a staggering Last 12 months 114.1% increase in total transaction value over 2013 totals. In addition to these impressive activity levels, the median EBITDA multiple for EBITDA multiples reach 2014 transactions of 9.8 times exceeds the previous 10-year high of 9.7 9.8x 10-year highs times set in 2005. This surge in activity has been driven by strategic and financial acquirers’ desire to increase their exposure to aerospace, medical, oil and gas, and other high-growth, high-margin end-markets, as well as +114% Increase in total transaction secular “megatrends” that drive increased adoption of composites and value from 2013 other specialty materials. In this report, we examine the trends that are shaping the deal-making environment for specialty materials. We also provide an in-depth look +20% Increase in number of transactions at the specific competitive landscape for composites and completed from 2013 elastomers/rubbers across various end-markets. Strategic acquirers – Corporates seek increased exposure to attractive end-markets Offering faster growth, greater product differentiation, superior pricing power (with concommitant higher margins), and lower earnings volatility, specialty materials have tremendous appeal for industrial companies. As a result, the specialty materials sector is drawing increasing attention from broad-based industrial companies intent on breaking into specialty materials, as well as from companies that are looking to increase their existing exposure to specialty materials. PolyOne and Cytec are two examples of companies that are transforming themselves into specialty materials businesses through a combination of M&A, divestitures, and increased research and development. Transformations such as these allow the companies to migrate their product portfolios and process capabilities from a focus on Increased M&A activity in specialty materials has been driven by commodities and other low value-added secular “mega-trends” and acquirers’ desire to increase exposure materials to faster growing, higher-margin to aerospace, medical, oil and gas, and other attractive end- specialty materials and products. markets In a muted growth environment for industrials as a whole, industrial consolidators are looking to expand their specialty materials exposure to the fastest-growing end-markets, particularly aerospace, medical, and oil and gas. Sumitomo Bakelite’s acquisition of Vaupell in April 2014 allowed the company to access the aerospace and medical end-markets. Citadel Plastics’ acquisition of The Composites Group in November 2014 and Wabtec’s acquisition of Longwood Industries in September 2013, two transactions where William Blair advised the seller, were driven in part by the buyers’ desire to increase their exposure to the oil and gas market. Specialty Materials Investment Banking Specialty Materials Investment Banking – Executive Summary 1 William Blair & Company Financial sponsors – Secular megatrends, differentiation attract private equity The megatrends of increased lightweighting and demand for high-performance materials create a compelling secular growth environment for financial sponsors to invest. In addition to these megatrends, the specialty materials industry exhibits several other characteristics that make the space particularly attractive to financial buyers. Specialty materials companies tend to have highly defensible businesses because of their unique materials, technologies, or process capabilities. Relative to other industrial companies, specialty materials businesses tend to exhibit higher margins and stronger cash flows. This strong margin profile is especially true for companies in the aerospace, medical, and oil and gas end-markets. Opportunities for sellers, challenges for buyers The current M&A dynamics in specialty materials have created powerful opportunities for sellers and distinct challenges for buyers. The sellers that have received the strongest valuations have been the ones with 1) differentiated products, technologies, and processes that create increased protection from competition, and 2) significant exposure to aerospace, medical, oil and gas,
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