WATER INFRASTRUCTURE Q CONTACTS MERGER & ACQUISITION ACTIVITY. Ted Polk Managing Director (312)

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1 WATER INFRASTRUCTURE CONTACTS Ted Polk Managing Director (312) Lisa Tolliver Director (312) Parker Dwyer Associate (312) MERGER & ACQUISITION ACTIVITY Year-to-date (YTD), merger and acquisition (M&A) activity remains robust for water infrastructure companies, both in terms of the number of deals completed and the average disclosed transaction values. With 99 deals announced or closed, transaction volume has already surpassed the total volume of 2016 (91 transactions), making 2017 the second most active year recorded by Capstone. Propelled by numerous mega-deals, average disclosed transaction values have reached an impressive $ million, while middle market deals ($10.0 million to $500.0 million) have had an average disclosed value of $81.0 million, well above the $61.9 million level experienced in Increased transaction activity is in part due to intensified competition between strategic and financial buyers to win deals, as both groups have pursued opportunities to diversify and/or expand in this rapidly consolidating market. In particular, private equity groups (PEGs) have been more active and have increased their share of overall deal volume to 33.3% this year, compared to just 19.8% in Healthy industry fundamentals are also enabling IPOs as viable alternatives to a merger or acquisition. For instance, Evoqua Water, the largest North American provider of water treatment solutions, rejected Xylem s nearly $2.5 billion cash bid (13.0x EBITDA) in favor of testing the public market for a higher valuation. INDUSTRY OUTLOOK Increased urbanization and the deteriorating national infrastructure have resulted in the need for an operational overhaul of our water infrastructure. According to IBISWorld, while US Water Supply and Irrigation Systems revenue is expected to reach $79.8 billion by 2022, related margins are declining due to infrastructure-related inefficiencies. As a result, water companies are increasingly relying on technology-based services to measure, limit and analyze water usage and losses. Recognizing this growth opportunity, buyers are likely to pursue companies offering such solutions for years to come. M&A Activity: Water Infrastructure BOSTON CHICAGO LONDON LOS ANGELES NEW YORK ORANGE COUNTY PHILADELPHIA SAN DIEGO SILICON VALLEY TAMPA Transactions YTD 2016 YTD 2017 YTD ended November 21 Sources: CapIQ and Capstone Partners LLC Research 99

2 NOTABLE TRANSACTIONS Select buyers and completed transactions are outlined below, with a more comprehensive M&A list found on the following table. Evoqua Water Prior to going public in early November, the company expanded its service offerings and geographic footprint through a series of acquisitions. Olson Irrigation Systems (July 2017) Founded in California in 1976, Olson Irrigation Systems (Olson) designs and produces filters and irrigation components for agricultural and industrial markets. Olson will become part of Evoqua s Aquatics and Disinfection (A&D) division and will enhance existing filtration services for industrial applications. Terms of the deal were not disclosed. ADI Systems, Geomembrane and Lange Containment (July 2017) Canadian-based ADI Systems, Geomembrane, and Denver-based Lange Containment are all leading providers of wastewater solutions for industrial and manufacturing applications. Terms of the deal were not disclosed. The combination of ADI with Evoqua, including our recently acquired environmental treatment systems business, gives us the widest-ranging industrial wastewater offerings to help our customers succeed, said Evoqua CEO Ron Keating in the press release. Noble Water (May 2017) Noble Water (Noble) provides water purification equipment, systems and services for industrial, commercial, medical and pharmaceutical industries. Evoqua acquired Noble for an implied enterprise value of $8.23 million. XPV Water Partners XPV Water Partners (XPV) is a Toronto-based private equity firm that invests in water related companies. This year, as the industry became more technology driven, XPV acquired two data and analytics software solutions companies. Aquatic Informatics and subsequent merger with WaterTrax and Linko Technology (July 2017) XPV acquired Aquatic Informatics (Aquatic), a global leader in providing software solutions for water data management. Subsequently, XPV merged Aquatic with WaterTrax and Linko Technology to create a single software company capable of solving a comprehensive array of water and wastewater problems. Ed Quilty, President and CEO of Aquatic, noted in the press release, This amalgamation is an opportunity to deliver greater value for our 1,000 customers, fuel accelerated growth, and realize our mission to host the world s environmental data for the sustainable management of water resources. Environmental Operating Solutions (March 2017) Environmental Operating Solutions (EOS) provides biological contaminant removal services to wastewater facilities. In a statement, President and CEO of EOS Eric Stoermer commented, We chose to partner with XPV Water Partners because of their deep domain expertise and commitment to making a difference in water. The relationship with XPV will enable the company to grow and expand the business and help our customers continue to achieve their contaminant removal objectives. Capstone Partners LLC 2

3 WATER INFRASTRUCTURE: SELECT M&A TRANSACTIONS Enterprise EV / LTM Ann. Date Target Acquirer Target Business Description Value (mm) Revenue EBITDA 11/01/17 Luminous Water Solutions Clearwater Systems Manufactures water treatment systems for both residential and commercial customers. 10/26/17 Cortix Water Products Groupe Deschênes Manufactures pipes, valves, fire hydrants, water meters and irrigation equipment. 10/04/17 Waste Water Management Century Engineering Constructs and operates private water and wastewater piping, pumping and treatment systems. 9/12/17 Clearbrook Washing Systems Manufactures water treatment chemicals. 09/12/17 Align Midstream Enable Midstream 09/01/17 LB&G WSP Global Constructs water gathering pipelines and salt water disposal wells in emerging basins. Offers ground-water consulting, professional hydrogeology and environmental services. $ /22/17 EnWater Solutions WaterBridge Resources Produces water management solutions to oil and gas operators. 08/09/17 Wyatt Water Solutions Goodnight Midstream Provides water gather and disposal system services to oil and gas producers. 07/31/17 Kyle C. Fergusson Zep Offers water management solutions including analysis, evaluations and treatment plan development. 07/18/17 Rockwater Selected Energy Energy Solutions Services Provides fluid management services and environmental solutions to the oil and gas industry. $ /11/17 Aquatic Informatics XPV Water Offers software solutions for water data management and analysis for environmental monitoring. 07/06/17 FER-PAL Construction Logistec Provides water main rehabilitation solutions to provide safe drinking water for municipalities. $ x - 07/06/17 Olson Irrigation Systems Evoqua Water Designs and manufactures filters and irrigation components for agriculture and industrial markets. 07/05/17 ADI Systems Evoqua Water Develops, produces and sells biological treatment technologies for industrial wastewater management. 07/03/17 Severn Trent Alston Capital Operates and manages water and wastewater systems. $ /26/17 Forterra Thompson Pipe Group Manufactures water infrastructure pipes and products in the US and Eastern Canada. $ /06/17 HD Supply Clayton, Dublier & Rice Distributes water, sewer, storm drain, fusible piping and fire protection infrastructure products. $2, /02/17 Aquarion Water Eversource Energy Supplies water to public and private customers. $1, /02/17 AMTROL Worthington Steel of Michigan Manufactures well tanks and water system solutions for commercial, industrial and residential applications. $ x 7.4x 05/12/17 Doosan Hydro Technology Shanghai Safbon Water Service Constructs custom engineered water and wastewater treatment plants. $ /09/17 Notable Water Evoqua Water Designs and manufacturers water purification equipment for commercial and industrial markets. 05/08/17 Clean Streams LaMotte Water Management Manufactures automated water treatment systems for evaporative cooling water systems. 05/05/17 RWL Water Fluence Manufactures wastewater reuse, desalination, wastewater treatment and food processing solutions. $ /27/17 Fruitridge Vista Water Company California American Water Company Distributes and supplies water in Sacramento. $ /26/17 D-Flow Technology Badger Meter Develops ultrasonic and flow measurement products. $ Capstone Partners LLC 3

4 CAPSTONE PARTNERS: SELECT WATER AND INFRASTRUCTURE TRANSACTIONS Capstone Partners maintains an active Water and Infrastructure practice in the middle market, having represented clients across various specialties including water, roadways, geo-technology, utilities, energy, solar and communications. This focus allows Capstone to provide companies with real-time transaction information and immediate access to key decision makers among the industry s most active acquirers and investors. has partnered with has recapitalized with a division of HUNT CAPITAL has recapitalized with valuation & financial advisory BOSTON IRRIGATION SUPPLY COMPANY has recapitalized with has recapitalized with Capstone Partners LLC 4

5 THE GOVERNMENT & DEFENSE TEAM Ted Polk, Managing Director (312) Ted is Managing Director and Head of the Central Region at Capstone, based out of Chicago. Prior to Capstone, Ted ran the corporate finance practice in the Central region for Morgan Stanley Smith Barney s Capital Strategies Group and its predecessor, Citi Capital Strategies. He has over 20 years of experience, having completed strategic sale and recapitalization transactions and oversees Capstone s infrastructure-related services practice. Transactions he has led have been the recipient of multiple industry awards including Cross-Border Middle-Market Deal of the Year, Middle-Market M&A Financing Deal of the Year, Middle-Market Deal of the Year, Professional Services Deal of the Year and Corporate M&A Deal of the Year. Previously, Mr. Polk worked at Valuemetrics, Inc. and in the Corporate Banking Group at The Bank of New York. Ted received his BSBA degree from Georgetown University and MBA from the University of Chicago. He is a Chartered Financial Analyst (CFA), a Series 7 and 63 Registered Securities Representative, and a Series 24 Registered Securities Principal. Lisa Tolliver, Director ltolliver@capstonellc.com (312) Lisa has over 18 years of experience in the investment banking industry, primarily focused on advising middle market private business owners in liquidity related transactions. As a Director based in Capstone s Chicago office, she works closely with clients to advise and execute domestic and cross-border M&A transactions, recapitalizations and capital raises. Prior to Capstone, Lisa worked in the Capital Strategies Group at Morgan Stanley Smith Barney and also spent 10 years working for the middle market investment banking arm of Citigroup, where she was involved in the evaluation, marketing and closing of numerous transactions involving private businesses and corporate divestitures. Over her career, Lisa has developed M&A expertise in several industry sectors including infrastructure, technology-enabled business services, consumer products, ecommerce and government & defense. Lisa received her BA on academic scholarship from Illinois State University and is a Series 7 and 63 Registered Securities Representative. Parker Dwyer, Associate pdwyer@capstonellc.com (312) Parker is an Associate in Capstone s Chicago office, working closely with private business owners to execute and optimize corporate finance transactions. Prior to joining Capstone, Parker was an Associate in Deloitte s Business Valuation practice, specializing in enterprise, equity and intangible asset valuations across multiple industries including consumer, industrials, manufacturing and healthcare. Parker received his BA in Finance from the University of Notre Dame and is a Series 79 and 63 Registered Investment Banking Representative. Capstone Partners LLC 5

6 CAPSTONE S OFFICE LOCATIONS BOSTON 176 Federal Street 3rd Floor Boston, MA (617) CHICAGO 200 South Wacker Drive Suite 3100 Chicago, IL (312) LONDON 42 Brook Street London W1K 5DB United Kingdom +44 (0) LOS ANGELES 401 Wilshire Suite 1200 Santa Monica, CA (858) NEW YORK 340 Madison Avenue 10 th Floor New York, NY (212) ORANGE COUNTY Avenida de la Carlota Suite 600 Laguna Hills, CA (949) PHILADELPHIA 1515 Market Street 12th Floor Philadelphia, PA (215) SAN DIEGO High Bluff Drive Suite 200 San Diego, CA (858) SILICON VALLEY 228 Hamilton Avenue 3rd Floor Palo Alto, CA (650) TAMPA 1550 W Cleveland Street Suite 10 Tampa, FL (813) ABOUT CAPSTONE PARTNERS Capstone Partners LLC is an award-winning investment banking firm dedicated to serving the corporate finance needs of middle market business owners, investors and creditors. Over the past 15 years, Capstone has earned a reputation as one of the most innovative firms in the industry, offering corporate sale & divestiture, merger & acquisition, private placement, corporate restructuring, valuation and financial advisory services. The firm maintains seven industry practices, including: Business Services, Consumer Products, Education & Training, Government & Defense Services, Health & Medical, Industrial & Manufacturing, and Technology & Telecom. Headquartered in Boston, Capstone has offices in Chicago, London, Los Angeles, New York, Orange County, Philadelphia, San Diego, Silicon Valley and Tampa with an international presence that spans 450+ professionals in 70 offices across 31 countries. For more information about our expertise, please visit World Class Wall Street Expertise. Built for the Middle Market Capstone Partners LLC. All rights reserved.