BUSINESS SERVICES INDUSTRY UPDATE OCTOBER

Transcription

1 Investment banking services are provided by Harris Williams LLC, a registered broker-dealer and member of FINRA and SIPC, and Harris Williams & Co. Ltd, which is authorised and regulated by the Financial Conduct Authority. Harris Williams & Co. is a trade name under which Harris Williams LLC and Harris Williams & Co. Ltd conduct business.

2 DEAL SPOTLIGHT HW&CO. DEAL SPOTLIGHT: EMPOWERED BENEFITS has been acquired by October 01, 2015 HW&CO. DEAL SPOTLIGHT: HEALTHCARE STAFFING SERVICES a portfolio company of has been acquired by September 22, 2015 WHAT WE RE READING Harris Williams & Co. served as the exclusive advisor to EmpoweredBenefits ( EB ) in its sale to Aflac (NYSE: AFL). The company is a premier cloud-based benefits administration and exchange platform that enables companies to effectively respond to a post-affordable Care Act world. EB sells its software solutions to employers, insurance carriers and insurance brokers via a SaaS model. Harris Williams & Co. served as the exclusive advisor to Healthcare Staffing ( HSS ) in its sale to Thomas H. Lee Partners. HSS provides travel nurse staffing solutions to hospitals through its Fastaff and U.S. Nursing brands. In addition, the company s Rapid Response model focuses on hospital efficiency and provides unparalleled access to highly specialized nurses. ECONOMISTS SEE U.S. ON CUSP OF FULL EMPLOYMENT According to a recent survey by the Wall Street Journal, many economists believe the U.S. economy is on the cusp of full employment. Following years of relatively weak employment data, the U.S. is expected to reach full employment within the first half of Full employment is defined as an economy in balance with no cyclical weakness and low inflation rates. Wage growth is expected to follow full employment as demand for labor increases; however, economists warn there may be a lag preceding the rise in wages. Read the article here. ACCESS DATA CONSULTING ACQUIRED BY GENERAL EMPLOYMENT General Employment Enterprises, Inc. has acquired Access Data, an IT staffing and solutions company. Access Data serves the high-end IT consulting and contract staffing services market and includes project management support to businesses in its local Denver region, as well as across the country. General Employment will benefit from additional human capital resources, increased breadth and depth of IT services offered, and an expanded geographic footprint in Western regions. Read the article here. CONTENTS UPDATE EQUITY TRADING OVERVIEW ECONOMIC TRENDS M&A MARKET TRENDS PUBLIC COMPARABLES HW&Co. TRANSACTIONS GROUP OVERVIEW Harris Williams & Co. is a leading advisor to the business services market. Our significant experience covers a broad range of end markets, industries, and business models. This particular report focuses on trends and metrics in the following areas: Business Process Outsourcing Consulting Human Resources Insurance, Legal, and Risk Marketing and Information Transaction Processing Education and Training Facility CONTACTS Derek Lewis Managing Director dlewis@harriswilliams.com +1 (804) Bob Baltimore Managing Director bbaltimore@harriswilliams.com +1 (804) John Klim Director jklim@harriswilliams.com +1 (804) Marshall Croft Vice President mcroft@harriswilliams.com +1 (804) INSURERS TOLD TO EMBRACE NEW ROLES IN RAPIDLY CHANGING ECONOMY Experts at the 2015 Risk Management Forum argue that technological developments are both increasing the risks that companies face and changing the relationship between risk managers and the insurance market. Insurers must adopt new service offerings that help companies to grow, recruit employees with non-traditional skills such as data scientists, and enter into partnerships outside of the financial sector. The fundamental change insurers must make is a shift towards providing services rather than solely capital contingent on losses. Read the article here. PAGE 1

3 12-month % Change in Stock Price EQUITY TRADING OVERVIEW KEY TRADING STATISTICS 1,2 Sector Number of Companies Median Enterprise Value ($mm) Change in Stock Price LTM Multiples 2015E 3 mos. 12 mos. EV/EBITDA P/E EV/EBITDA P/E Business Process Outsourcing 11 $5, % 31.5% 13.3x 26.1x 11.0x 16.7x Consulting 10 1,433 (2.6%) 3.1% 10.6x 22.1x 9.1x 18.7x Human Resources 17 1,149 (4.2%) 24.8% 11.4x 22.4x 9.0x 16.4x Insurance, Legal, and Risk 7 9,499 (10.2%) 1.8% 11.8x 21.5x 9.8x 15.3x Marketing & Information 29 6, % 17.2% 13.3x 20.8x 12.3x 18.6x Transaction Processing 9 10, % 27.9% 14.8x 28.6x 11.7x 20.3x Education & Training (7.4%) (17.7%) 6.0x 15.6x 5.5x 16.0x Business Index 100 $5,616 (2.6%) 17.2% 11.8x 22.1x 9.8x 16.7x As of October 9, 2015 PUBLIC COMPANY SECTOR PERFORMANCE 1,2 40.0% 11.7x 12.3x 13.0x 12.0x 30.0% 11.0x 11.0x 20.0% 10.0% 0.0% 9.0x 9.8x 9.9x 9.1x 9.8x 10.0x 9.0x 8.0x 7.0x EV/2015E EBITDA Multiple (10.0%) 5.5x 6.0x 5.0x (20.0%) Human Resources Business Process Outsourcing Transaction Processing Business Index S&P 500 Consulting Marketing & Information Insurance, Legal, and Risk Education & Training 4.0x 12-month % Change in Stock Price EV/2015E EBITDA Multiple As of October 9, 2015 PAGE 2

4 YOY Change ECONOMIC TRENDS A SNAPSHOT OF KEY ECONOMIC INDICATORS U.S. GDP GROWTH 3 CONS. CONFIDENCE AND UNEMPLOYMENT RATE 4,5 (In trillions of chained 2009 dollars) % $ % % GDP $15.5 $15.0 $14.5 $14.0 $ % 0.0% (5.0%) Annual Percentage Growth Consumer Confidence % 8.0% 6.0% 4.0% 2.0% Unemployment Rate $13.0 Dec-05 Dec-07 Dec-09 Dec-11 Dec-13 GDP Value Annual Percentage Growth (10.0%) Consumer Confidence Unemployment Rate 0.0 Jan-07 Jan-08 Jan-09 Jan-10 Jan-11 Jan-12 Jan-13 Jan-14 Jan % Sources: (1) U.S. Bureau of Economic Analysis Sources: (2) The Conference Board and U.S. Bureau of Labor Statistics NON-FARM PAYROLLS (1-MONTH NET CHANGE) 5 U.S. INITIAL JOBLESS CLAIMS 6 (Payrolls in 000s) (Claims in 000s) Aug -15: , ,000 Aug -15: 264, ,000 0 (200) (400) Initial Claims 500, , , ,000 (600) 100,000 (800) 0 (1,000) Mar-06 Mar-07 Mar-08 Mar-09 Mar-10 Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 Sources: (3) Bureau of Labor Statistics Sources: (4) United States Department of Labor CONSUMER PRICE INDEX 5 ISM NON-MANUFACTURING INDEX 7 6.0% 5.0% 4.0% Aug -15 YOY Change: 0.2% Sept -15: % % % 0.0% % % -3.0% May-08 May-09 May-10 May-11 May-12 May-13 May-14 May-15 Sources: (5) Bureau of Labor Statistics Sources: (6) The Institute for Supply Management PAGE 3

5 Number of Deals M&A MARKET TRENDS SELECT RECENT M&A TRANSACTIONS Date Target Business Description Acquirer 10/8/2015 CoAdvantage, Inc. Provides integrated human resource solutions for small and medium-sized businesses domestically Morgan Stanley Private Equity 9/29/2015 Click 4 Compliance LLC E-learning provider, offering online compliance and ethics training courses Workplace Answers, LLC 9/28/2015 Valet Waste, LLC Provides doorstep trash and recycling collection services to management companies and owner groups throughout the domestic multifamily housing industry Harvest Partners, LP; Ares Management, L.P. 9/24/2015 RiseSmart, Inc. Provides career transition, management, and outplacement services to Fortune 1000 companies Randstad Holding NV 9/23/2015 Healthcare Staffing, LLC Recruits temporary travel nurses for urgent staffing needs to maintain the continuity of care for clients and patients Thomas H. Lee Partners, L.P. 9/16/2015 Coalfire Systems, Inc. Offers information technology auditing and compliance services The Carlyle Group LP 9/2/2015 PeopleShare, Inc. Provider of staffing services Trivest Partners, L.P. 9/1/2015 SNL Financial LC Offers analysis of financial institutions McGraw Hill Financial, Inc. 9/1/2015 MidAmerica Administrative & Retirement Solutions, Inc. Provides employee benefit programs to plan sponsors and employees Alpine Investors, LP M&A VOLUME (BY YEAR) 1,2 3,000 2,500 2,675 2,306 2,460 2,556 2,789 2,340 2,601 2,000 1,860 1,873 1,500 1, YTD Undisclosed <$100M >$100M & <$250M >$250M & <$500M >$500M & <$1.0B >$1.0B+ Source: Capital IQ (1) Represents all announced or closed M&A transactions in the United States and Canada (2) No transaction value provided for undisclosed deals PAGE 4

6 PUBLIC COMPARABLES PUBLIC COMPANY PERFORMANCE 1,2 Price at As a % of Market Enterprise EBITDA ($ in millions, except per share data) 10/13/15 52-wk High Cap Value (EV) Margins Revenue EBITDA Revenue EBITDA Business Process Outsourcing Tata Consultancy Limited $ % $5,120,256 $4,889, % 5.0x 19.3x 4.3x 15.1x Wipro Ltd % 1,437,226 1,241, % 2.6x 11.8x 2.3x 10.5x Cognizant Technology Solutions Corporation % 40,345 37, % 3.3x 16.8x 2.9x 14.1x Computer Sciences Corporation % 8,993 9, % 0.8x 9.3x 0.8x 4.7x Computershare Limited % 5,889 7, % 3.6x 13.4x 3.7x 13.3x Genpact Limited % 5,239 5, % 2.4x 14.5x 2.2x 12.2x Convergys Corporation % 2,482 2, % 0.9x 7.0x 0.9x 6.5x WNS (Holdings) Ltd % 1,571 1, % 2.7x 14.3x 2.6x 12.1x TeleTech Holdings Inc % 1,394 1, % 1.1x 8.6x 1.0x 7.9x Exlservice Holdings, Inc % 1,345 1, % 2.2x 17.4x 1.9x 11.0x Sykes Enterprises, Incorporated % 1,186 1, % 0.8x 6.7x 0.8x 7.1x Mean 75.8% $602,357 $563, % 2.3x 12.6x 2.1x 10.4x Median 95.4% $5,239 $5, % 2.4x 13.4x 2.2x 11.0x Consulting Accenture plc $ % $65,835 $61, % 2.0x 12.0x 1.9x 11.4x CEB Inc % 2,460 2, % 3.1x 13.2x 2.9x 11.6x The Advisory Board Company % 2,036 2, % 3.8x 41.2x 3.1x 14.2x FTI Consulting, Inc % 1,910 2, % 1.4x 11.4x 1.3x 10.2x Huron Consulting Group Inc % 1,414 1, % 2.3x 13.6x 2.0x 9.2x Navigant Consulting Inc % 834 1, % 1.2x 8.0x 1.1x 8.2x ICF International Inc % % 0.9x 9.2x 0.8x 8.1x CBIZ, Inc % % 1.1x 9.7x 1.0x 8.5x Resources Connection Inc % % 0.9x 9.8x 0.9x 9.0x CRA International Inc % % 0.6x 6.6x 0.6x 4.4x Mean 87.3% $7,656 $7, % 1.7x 13.5x 1.6x 9.5x Median 88.8% $1,124 $1, % 1.3x 10.6x 1.2x 9.1x Human Resources Randstad Holding NV $ % $9,203 $9, % 0.5x 12.7x 0.5x 9.6x Towers Watson & Co % 8,490 7, % 2.2x 11.0x 2.1x 10.0x Robert Half International Inc % 7,165 6, % 1.4x 11.4x 1.3x 9.8x ManpowerGroup Inc % 6,696 6, % 0.3x 8.5x 0.3x 8.1x On Assignment Inc % 2,053 2, % 1.5x 14.6x 1.3x 10.4x Hays plc % 1,940 1, % 0.5x 11.6x 0.5x 9.7x Korn/Ferry International % 1,776 1, % 1.4x 10.4x 1.1x 8.2x Michael Page International plc % 1,432 1, % 1.3x 14.9x 1.2x 11.1x USG People NV % 949 1, % 0.5x 13.7x 0.4x 8.4x TrueBlue, Inc % 1,038 1, % 0.4x 8.1x 0.4x 7.3x Insperity, Inc % 1, % 0.4x 10.2x 0.3x 7.9x Kforce Inc % % 0.7x 13.3x 0.6x 9.9x Kelly, Inc % % 0.1x 9.6x 0.1x 6.9x SThree Plc % % 0.6x 12.9x 0.5x 9.5x Barrett Business Inc % NM 0.5x NM 0.1x 8.4x Heidrick & Struggles International Inc % % 0.6x 6.8x 0.6x 6.0x 51job Inc % 1,858 (1,680) 30.4% NM NM NM NM Mean 94.4% $2,723 $2, % 0.8x 11.3x 0.7x 8.8x Median 88.7% $1,432 $1, % 0.6x 11.4x 0.5x 9.0x Insurance, Legal, and Risk Marsh & McLennan Companies, Inc. $ % $28,577 $31, % 2.5x 11.5x 2.4x 10.7x Aon plc % 25,562 30, % 2.6x 12.2x 2.5x 11.4x Willis Group Holdings Public Limited Company % 7,582 9, % 2.6x 11.8x 2.3x 9.8x Arthur J Gallagher & Co % 7,449 9, % 1.9x 12.8x 1.8x 9.8x Brown & Brown Inc % 4,471 5, % 3.2x 9.7x 3.0x 9.3x Epiq Systems, Inc % % 2.0x 14.9x 1.6x 8.2x Crawford & Company % % 0.4x 6.3x 0.4x 4.8x EV / LTM EV / 2015E Mean 80.3% $10,642 $12, % 2.2x 11.3x 2.0x 9.1x Median 85.8% $7,449 $9, % 2.5x 11.8x 2.3x 9.8x As of October 9, 2015 PAGE 5

7 PUBLIC COMPARABLES PUBLIC COMPANY PERFORMANCE 1,2 Price at As a % of Market Enterprise EBITDA ($ in millions, except per share data) 8/10/15 52-wk High Cap Value (EV) Margins Revenue EBITDA Revenue EBITDA EV / LTM EV / 2015E Marketing & Information Thomson Reuters Corporation $ % $41,629 $49, % 4.0x 18.4x 3.9x 13.8x Alliance Data Systems Corporation % 17,140 30, % 5.2x 19.2x 4.5x 15.2x Nielsen Holdings plc % 17,239 24, % 3.9x 15.8x 3.8x 12.6x WPP plc % 18,197 21, % 1.8x 9.5x 1.7x 10.4x Moody's Corporation % 19,838 20, % 6.0x 13.1x 5.7x 12.3x Omnicom Group Inc % 17,274 20, % 1.3x 9.1x 1.3x 9.0x Verisk Analytics, Inc % 13,725 16, % 9.0x 19.4x 7.3x 15.7x Publicis Groupe SA % 13,272 16, % 1.9x 10.5x 1.6x 9.2x Equifax Inc % 12,508 13, % 5.4x 15.6x 5.0x 14.3x Experian plc % 10,570 13, % 2.9x 8.9x 2.9x 8.7x Wolters Kluwer NV % 8,278 10, % 2.6x 10.5x 2.5x 9.8x IHS Inc % 8,246 10, % 4.4x 17.2x 4.2x 13.1x The Interpublic Group of Companies, Inc % 8,602 9, % 1.3x 9.6x 1.2x 8.9x FactSet Research Systems Inc % 6,784 6, % 6.6x 18.3x 5.9x 16.2x CoStar Group Inc % 6,090 6, % 9.6x 59.6x 7.7x 34.7x Dun & Bradstreet Corp % 4,094 5, % 3.4x 13.2x 3.3x 11.4x CoreLogic, Inc % 3,521 4, % 3.2x 13.9x 3.1x 11.2x Informa plc % 3,740 4, % 3.9x 12.8x 3.8x 11.9x DST Systems Inc % 4,032 4, % 1.6x 10.3x 2.1x 10.2x Morningstar Inc % 3,685 3, % 4.4x 14.1x 4.1x 12.3x Fair Isaac Corporation % 2,817 3, % 4.1x 18.3x 3.9x 14.2x Havas % 3,093 3, % 1.6x 9.8x 1.5x 8.8x UBM plc % 2,279 2, % 3.3x 14.4x 2.9x 10.8x Acxiom Corporation % 1,681 1, % 1.8x 12.2x 2.2x 14.0x comscore, Inc % 1,965 1, % 5.2x 96.7x 4.5x 17.3x Viad Corp % % 0.6x 7.2x 0.6x NA Forrester Research Inc % % 1.4x 13.4x 1.4x 12.3x Harte-Hanks Inc % % 0.6x 6.0x 0.6x 5.6x QuinStreet, Inc % NM 0.8x NM 0.7x 15.7x Mean 95.5% $8,690 $10, % 3.5x 17.7x 3.2x 12.8x Median 92.7% $6,090 $6, % 3.3x 13.3x 3.1x 12.3x Transaction Processing Automatic Data Processing, Inc. $ % $39,865 $38, % 3.5x 16.7x 3.2x 15.3x Fidelity National Information, Inc % 19,942 24, % 3.8x 15.2x 3.4x 10.9x Paychex, Inc % 18,139 17, % 6.3x 14.8x 5.9x 13.8x The Western Union Company % 9,789 11, % 2.1x 8.4x 2.1x 8.5x Total System, Inc % 9,008 10, % 3.9x 15.8x 3.6x 11.5x Vantiv, Inc % 6,929 9, % 3.3x 14.8x 5.7x 11.7x Jack Henry & Associates Inc % 5,931 5, % 4.6x 13.4x 4.4x 12.5x VeriFone Systems, Inc % 3,447 4, % 2.0x 14.6x 1.9x 10.2x Heartland Payment Systems, Inc % 2,499 3, % 1.2x 15.7x 3.6x 13.3x Mean 94.2% $12,839 $13, % 3.4x 14.4x 3.8x 11.9x Median 98.0% $9,008 $10, % 3.5x 14.8x 3.6x 11.7x As of October 9, 2015 PAGE 6

8 PUBLIC COMPARABLES PUBLIC COMPANY PERFORMANCE 1,2 Price at As a % of Market Enterprise EBITDA ($ in millions, except per share data) 8/10/15 52-wk High Cap Value (EV) Margins Revenue EBITDA Revenue EBITDA EV / LTM EV / 2015E Education & Training Pearson plc $ % $9,780 $12, % 2.4x 21.4x 2.5x 12.9x John Wiley & Sons Inc % 3,005 3, % 1.9x 10.3x 2.0x 8.8x Grand Canyon Education, Inc % 1,906 1, % 2.5x 8.1x 2.3x 6.9x DeVry Education Group Inc % 1,818 1, % 0.8x 5.0x 0.8x 5.1x Scholastic Corporation % 1,408 1, % 0.7x 12.1x 0.7x 9.2x Strayer Education Inc % % 1.3x 6.0x 1.3x 6.2x Capella Education Co % % 1.2x 6.8x 1.2x 5.4x GP Strategies Corp % % 1.0x 10.1x 0.9x 8.9x Apollo Education Group, Inc % 1, % 0.2x 1.1x 0.2x 1.5x K12, Inc % % 0.4x 5.5x 0.4x 3.8x Cambium Learning Group, Inc % % 2.4x 15.3x NA NA Franklin Covey Co % % 1.4x 10.8x 1.3x 7.8x American Public Education, Inc % % 0.8x 3.8x 0.9x 4.1x ITT Educational Inc % % 0.2x 2.0x 0.3x 3.0x Bridgepoint Education, Inc % % 0.2x 2.4x 0.2x 2.9x Universal Technical Institute, Inc % % 0.3x 4.1x 0.3x 5.3x Lincoln Educational Corporation % % 0.2x 3.7x 0.2x 5.6x Mean 66.6% $1,341 $1, % 1.1x 7.6x 1.0x 6.1x Median 68.3% $518 $ % 0.8x 6.0x 0.8x 5.5x Facility ISS A/S $ % $40,989 $55, % 0.7x 11.4x 0.7x 10.4x Compass Group PLC % 17,705 20, % 1.2x 12.8x 1.1x 12.2x Sodexo S.A % 11,756 13, % 0.7x 10.6x 0.7x 9.2x Aramark % 7,369 12, % 0.9x 11.3x 0.9x 9.6x Cintas Corporation % 9,829 10, % 2.4x 12.5x 2.2x 11.6x Rentokil Initial plc % 2,644 3, % 1.9x 8.5x 1.8x 7.8x EMCOR Group Inc % 2,963 2, % 0.4x 8.5x 0.4x 7.4x Berendsen plc % 1,744 2, % 2.1x 6.7x 2.1x 6.3x ABM Industries Incorporated % 1,618 1, % 0.4x 12.6x 0.3x 8.2x FirstService Corporation % 1,530 1, % 1.4x 27.4x 1.3x 15.8x G&K Inc % 1,423 1, % 1.8x 11.8x 1.7x 10.2x MITIE Group PLC % 1,126 1, % 0.6x 8.5x 0.6x 8.3x Comfort Systems USA Inc % 1,123 1, % 0.7x 12.5x 0.7x 10.9x TRC Companies Inc % % 0.8x 8.1x NA NA Mean 90.6% $9,815 $12, % 1.2x 12.2x 1.2x 9.9x Median 90.9% $5,166 $7, % 1.0x 11.4x 1.0x 9.4x As of October 9, 2015 PAGE 7

9 OUR FIRM Harris Williams & Co. has a broad range of industry expertise, which creates powerful opportunities. Our clients benefit from our deep-sector experience, integrated industry intelligence and collaboration across the firm, and our commitment to learning what makes them unique. For more information, visit our website at Aerospace, Defense & Government Building Products & Materials Business Consumer Energy, Power & Infrastructure Healthcare & Life Sciences Industrials Specialty Distribution Technology, Media & Telecom Transportation & Logistics HARRIS WILLIAMS & CO. OFFICE LOCATIONS Boston Two International Place 24th Floor Boston, Massachusetts Phone: +1 (617) Cleveland 1900 East 9th Street 20th Floor Cleveland, Ohio Phone: +1 (216) Minneapolis 222 South 9th Street Suite 3350 Minneapolis, Minnesota Phone: +1 (612) UNITED STATES Richmond (Headquarters) 1001 Haxall Point 9th Floor Richmond, Virginia Phone: +1 (804) San Francisco 575 Market Street 31st Floor San Francisco, California Phone: +1 (415) EUROPE Frankfurt Bockenheimer Landstrasse Frankfurt Germany Phone: London 63 Brook Street London W1K 4HS, England Phone: +44 (0) Beijing Hong Kong Mumbai NETWORK OFFICES New Delhi Shanghai PAGE 8

10 HARRIS WILLIAMS & CO. SOURCES (1)S&P Capital IQ (2)Thompson Reuters (3)U.S. Bureau of Economic Analysis (4)The Conference Board (5)U.S. Bureau of Labor Statistics (6)U.S. Department of Labor (7)The Institute for Supply Management (8)Market Watch (9)Wall Street Journal (10)Staffing Industry (11)Business Insurance DISCLOSURES Harris Williams & Co. ( is a preeminent middle market investment bank focused on the advisory needs of clients worldwide. The firm has deep industry knowledge, global transaction expertise, and an unwavering commitment to excellence. Harris Williams & Co. provides sell-side and acquisition advisory, restructuring advisory, board advisory, private placements, and capital markets advisory services. Investment banking services are provided by Harris Williams LLC, a registered broker-dealer and member of FINRA and SIPC, and Harris Williams & Co. Ltd, which is authorized and regulated by the Financial Conduct Authority. Harris Williams & Co. is a trade name under which Harris Williams LLC and Harris Williams & Co. Ltd conduct business. THIS REPORT MAY CONTAIN REFERENCES TO REGISTERED TRADEMARKS, SERVICE MARKS AND COPYRIGHTS OWNED BY THIRD-PARTY INFORMATION PROVIDERS. NONE OF THE THIRD-PARTY INFORMATION PROVIDERS IS ENDORSING THE OFFERING OF, AND SHALL NOT IN ANY WAY BE DEEMED AN ISSUER OR UNDERWRITER OF, THE SECURITIES, FINANCIAL INSTRUMENTS OR OTHER INVESTMENTS DISCUSSED IN THIS REPORT, AND SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY STATEMENTS MADE IN THE REPORT OR FOR ANY FINANCIAL STATEMENTS, FINANCIAL PROJECTIONS OR OTHER FINANCIAL INFORMATION CONTAINED OR ATTACHED AS AN EXHIBIT TO THE REPORT. FOR MORE INFORMATION ABOUT THE MATERIALS PROVIDED BY SUCH THIRD PARTIES, PLEASE CONTACT US AT THE ABOVE ADDRESSES OR NUMBERS. The information and views contained in this report were prepared by Harris Williams & Co. ( Harris Williams ). It is not a research report, as such term is defined by applicable law and regulations, and is provided for informational purposes only. It is not to be construed as an offer to buy or sell or a solicitation of an offer to buy or sell any financial instruments or to participate in any particular trading strategy. The information contained herein is believed by Harris Williams to be reliable, but Harris Williams makes no representation as to the accuracy or completeness of such information. Harris Williams and/or its affiliates may be market makers or specialists in, act as advisers or lenders to, have positions in and effect transactions in securities of companies mentioned herein and also may provide, may have provided, or may seek to provide investment banking services for those companies. In addition, Harris Williams and/or its affiliates or their respective officers, directors and employees may hold long or short positions in the securities, options thereon or other related financial products of companies discussed herein. Opinions, estimates and projections in this report constitute Harris Williams judgment and are subject to change without notice. The financial instruments discussed in this report may not be suitable for all investors, and investors must make their own investment decisions using their own independent advisors as they believe necessary and based upon their specific financial situations and investment objectives. Also, past performance is not necessarily indicative of future results. No part of this material may be copied or duplicated in any form or by any means, or redistributed, without Harris Williams prior written consent. Copyright 2015 Harris Williams & Co., all rights reserved. PAGE 10