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Energy Construction Forum

John R. Zapalac

IVS Investment Banking

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o Principals formed partnership in 2007

o Full-service Investment Banking firm

o Located in Houston, Texas

o Clients are typically involved in the “downstream” sector of the energy industry

o Client profile: Service business; Located in the Gulf Coast region of the US; Management team in place; $7MM - $50MM in sales and $1.5MM - $8MM EBITDA

About IVS Investment Banking

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o IVS Investment Banking creates the market for our client companies

› Brings private buyers and sellers together

› Brings debt and equity capital together

What does IVS Investment Banking do ?

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o Sell side representation

› Straight sale to an industry buyer

› Leverage Recapitalization

How does IVS Investment Banking create the market ?

• Up to 70%-80% of equity proceeds in cash

• Up to 49% of roll over stock

• Management team remains in place

• No personal guarantees on debt

• Aggressive growth plan going forward

• Exit in three to five years and receive “second bite at the apple”

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o Buy side representation

› Management led buyout

› Target acquisition search

How does IVS Investment Banking create the market ?

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o Valuing the Company in order to determine its worth

o Devising a Confidential Information Memorandum and Financial Model

o Marketing the Transaction to private equity investors or strategic buyers

o Structuring the Transaction

o Negotiating the letter of intent

o Obtaining the debt and equity financing to consummate the Transaction

o Performing due diligence

o Negotiating closing documents (purchase agreement, credit agreement, employment agreement, etc.

o Closing and funding the Transaction

IVS Investment Banking Process

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Completed Transactions

o Since the partnering of the three IVS Investment Banking Principals in 2007, IVS has completed over $250+ million worth of investment banking transactions:

TransactionClient Buyer Transaction Date

Southern Insulation Apache Industrial Holdings, Inc. Strategic Sale August 2014Total Industrial Services JV Driver Group Strategic Sale July 2013Lone Star Marine Shelters Main Street Capital Leverage Recapitalization December 2012FabEnCo, Inc. Gemini Investors Leverage Recapitalization August 2012Texas Gulf Energy Fishbone Solutions, Ltd Strategic Sale February 2012S&H Services Total Safety Strategic Sale August 2011CommSolGlobal N/M Financing April 2011Flex Tank Systems Targa Resources Strategic Sale March 2011Wholesale Radio Rental Total Safety Strategic Sale January 2009USA Environment, LP Wingate Partners Leverage Recapitalization June 2008High Temperature Repair Timec Strategic Sale April 2008Revak Companies * Hoerbiger Services, NA Strategic Sale January 2008VLS Recovery Systems* HSBC Private Equity Management Led Buyout December 2007Petroleum Services Inc. Grupo Tradebe Strategic Sale December 2007Inter-Mountain Safety* Total Safety Buyside Acquisition August 2007Rotorcraft Leasing* HIG Capital Leverage Recapitalization August 2005* Includes Transaction that John Zapalac did at Zapalac & Hudgins Acquis ition Capita l

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Principal Biographies

Earl Heard, Managing Director, Mr. Heard is the CEO and Founder of BIC Alliance, which publishes BIC Magazine — North America’s largest multi-industry, multidepartmental energy and construction publication. He has 40-plus years’ combined experience in industry and marketing, having served as an industrial training manager and buyer for Ethyl Corp. in Baton Rouge, La., before founding BIC Alliance in 1984. Having spent the past 25 years  helping grow industrial service companies through marketing and training consultation, mergers and acquisitions and executive recruiting, Heard has a wide range of contacts in petrochemical, refining, construction, environmental and other sectors.

Thomas Brinsko, Managing Director, Mr. Brinsko is a former contracts attorney for Exxon and Key Petroleum, Brinsko joined BIC Alliance and IVS Investment Banking in 1999 and became President and COO in 2002. His upstream, legal and acquisition experience complements Earl Heard’s petrochemical, refining and construction experience. Mr. Brinsko received an undergraduate degree in business from the University of Southwestern Louisiana (now the University of Louisiana-Lafayette) and a juris doctorate from Louisiana State University’s Paul M. Hebert Law Center.

John R. Zapalac, Managing Director, Mr. Zapalac works with IVS clients and advises their owners/management teams in the performance of leverage recapitalizations, corporate sales and management led buyouts. Mr. Zapalac is involved in all deal sourcing, negotiations, financings and transaction closings. Since joining the firm, IVS Investment Banking has closed approximately $250 million in transactional value. Mr. Zapalac has been involved in the investment banking industry for over 20 years. Mr. Zapalac received his BA in finance from Texas A&M University, MBA in corporate finance from Fairleigh Dickinson University and graduated from Citibank’s School of Banking.