osu fisher (11.18.10) company lbo case study: fairmount minerals august 2010 has sold a majority...
TRANSCRIPT
KeyBanc Capital MarketsIndustrial Corporate and Investment Banking
November 18, 2010
PROJECT BUCKEYES
2
KeyBanc Capital Markets is a trade name under which corporate and investment banking products and services of KeyCorp and its subsidiaries, KeyBanc Capital Markets Inc., Member NYSE/FINRA/SIPC, and KeyBank National Association (“KeyBank N.A.”), are marketed. Securities products and services are offered by KeyBanc Capital Markets Inc. and by its licensed securities representatives. Banking products and services are offered by KeyBank N.A.
A number of our corporate and institutional team members are employed by both KeyBanc Capital Markets Inc. and KeyBank N.A. These “dual employees” are licensed securities representatives of KeyBanc Capital Markets Inc., and they are there to better serve your needs, by making available both securities and banking products and services.
Further, in connection with our effort to deliver a comprehensive array of banking and securities products and services to you in a seamless manner, from time to time KeyBank N.A. and KeyBanc Capital Markets Inc. will share with each other certain non-public information that you provide to us. Of course, as always, this information will not be shared or otherwise disclosed outside of the KeyCorp organization without your express permission. Please also be assured that, as with other banks and broker-dealers, KeyBank N.A. and KeyBanc Capital Markets Inc. adhere toestablished internal procedures to safeguard your corporate information from areas within our organization that trade in or advise clients with respect to the purchase and sale of securities.
KEYBANC CAPITAL MARKETS INC. IS NOT A BANK OR TRUST COMPANY AND IT DOES NOT ACCEPT DEPOSITS. THE OBLIGATIONS OF KEYBANC CAPITAL MARKETS INC. ARE NOT OBLIGATIONS OF KEYBANK N.A. OR ANY OF ITS AFFILIATE BANKS, AND NONE OF KEYCORP’S BANKS ARE RESPONSIBLE FOR, OR GUARANTEE, THE SECURITIES OR SECURITIES-RELATED PRODUCTS OR SERVICES SOLD, OFFERED OR RECOMMENDED BY KEYBANC CAPITAL MARKETS INC. OR ITS EMPLOYEES. SECURITIES AND OTHER INVESTMENT PRODUCTS SOLD, OFFERED OR RECOMMENDED BY KEYBANC CAPITAL MARKETS INC., IF ANY, ARE NOT BANK DEPOSITS OR OBLIGATIONS AND ARE NOT INSURED BY THE FDIC.
This information is provided in confidentiality and is not to be shared by the principals with third parties.
Disclosure
3
Table of Contents
I. KeyBanc Capital Markets (“KBCM”) Investment Banking Discussion
II. Debt and Equity Capital Markets Update
5
National BankingInstitutional & Capital Markets
KeyBanc Capital Markets– Investment banking– Research, sales and trading– Syndicated finance– Derivatives and F/X– Treasury management
Victory Capital ManagementReal Estate Capital & Corporate Banking ServicesEquipment FinanceConsumer Finance
[1] Market capitalization as of November 9, 2010
Geographic Footprint Highlights
2009 Revenue Breakdown by Business Segment
9th largest U.S. commercial bank based on total assets
Ranked 382nd on the 2009 Fortune 500 list based on annual revenues
Market capitalization of $7.3 billion [1] (NYSE: KEY)
Total assets of nearly $100 billion
2009 revenues of $5.8 billion
Approximately 16,000 employees
Over 1,000 full-service retail branches Headquarters: Cleveland, OHKey Tower - Cleveland
Community BankingRegional Banking
Retail BankingSmall BusinessPrivate Banking / Wealth Management
Commercial BankingCommercial LendingCash ManagementEquipment LeasingEmployee Benefit ProgramsSuccession Planning
KeyCorp Overview
Regional Banking47%
Commercial Banking9%
Real Estate Capital & Corporate Banking Serv ices
13%
Institutional &Capital Markets
17%
Equipment Finance9%
Consumer Finance5%
6
KBCM offers full-service capabilities to support clients throughout the corporate lifecycle as well as the transaction activities of financial sponsors
KBCM offers full-service capabilities to support clients throughout the corporate lifecycle as well as the transaction activities of financial sponsors
DedicatedSenior Banker
Attention
DedicatedSenior Banker
Attention
“Bulge Bracket”Resources Focusedon Selected Sectors
“Bulge Bracket”Resources Focusedon Selected Sectors
Strategically Aligned inIndustries Where We
Possess Deep Expertise
Strategically Aligned inIndustries Where We
Possess Deep Expertise
Disciplined Focus on Small & Mid Cap
Companies Through Economic Cycles
Disciplined Focus on Small & Mid Cap
Companies Through Economic Cycles
Longstanding ClientRelationships Built upon
Insightful Strategic Advice
Longstanding ClientRelationships Built upon
Insightful Strategic Advice
KeyBanc Capital Markets’ Value Proposition
Consistently ranked as a top advisor for middle market M&A dealsSenior level commitment during all phases of the transactionTurn-key process to maximize alternatives with limited disruptions for management
Mergers & Acquisitions
Industry Coverage
Over 100 industry bankers, more than 1,400 active clients, industry-wide CEO and Board level dialogues Over 20 dedicated research analysts covering over 400 companies across 5 industries Industry leader deeply invested in the industrial sector
Equity Capital Markets
Completed over 300 lead and co-managed public equity deals since 2004, raising more than $80 billionExtensive aftermarket support: trading, research, industry conferences, non-deal roadshows, and investor field trips17 consumer and industrial analysts focused on small cap companies
Established leader in U.S. Leveraged Lead Arranger transactions: #12 in 2009 [1]
Acted as U.S. Lead Arranger on 41 transactions in 2009Focused on providing capital to mid-cap companies who align with KBCM’s industry verticals
Debt Capital Markets
[1] Source: Thomson Reuters Loan Pricing Corporation
7
Consumer
Apparel & FootwearEducationFood & BeverageGamingHealthy & ActiveHome EnvironmentRestaurantsTravel & Leisure
Industrial
Aerospace & DefenseAutomotiveBasic MaterialsBuilding ProductsBusiness ServicesConstruction Engineering & InfrastructureIndustrial Distribution Industrial TechnologyMetals & MiningPackagingSpecialty Chemicals
Energy
Alternative EnergyMid StreamOil & GasRegulated Utilities
Diversified
HealthcareShipping & Maritime Transportation & Logistics
Real Estate
Home BuildersMulti-familyOffice & IndustrialRetail
Industry Specialists
Public Equity
Investment Grade Debt
Mergers & Acquisitions
High Yield Debt
Loan Syndications
Equity Private Placements
Debt Private Placements
Treasury Services
Derivatives Leasing
Sales & Trading
Real Estate Capital
Financial Sponsor Coverage
Insurance & Annuities
Stock Repurchases
Wealth Management
CapabilitiesInte
grat
ed M
odel
KeyBanc Capital Markets’ Industry Expertise & Product Capabilities
8
Industrial Group Structure
MRO / OEM
Fluid Power / Handling
Material Handling
Electrical & Wiring
Power Transmission
Construction
Industrial Distribution
Auto manufacturers, suppliers
Truck manufacturers, suppliers
Aftermarket parts and services
Automotive
Industrial conglomerates
Testing & measurement
Process controls
Building Products and Materials
Business Services
Multi -Industrial
Lasers, machine vision, test & measurement
Supply chain technology
Security products
Electrical / electronics
Industrial Technology
Rigid packaging
Flexible packaging
Folding carton & corrugated
Forest products
Packaging
Additives
Adhesives, sealants & coatings
Agricultural chemicals
Polymers, urethanes, intermediate products
Specialty Chemicals
Metals producers
Metals service centers
Scrap collectors & recyclers
Metals fabricators
Coal, iron ore and other base metal miners
Metals and Mining
Non-residential construction services
Industrial, infrastructure, maintenance & services
Building materials
Capital equipment
Construction Engineering & Infrastructure
Commercial aerospace
Defense
Government services
Aircraft leasing
Aerospace and Defense
Industrial GroupIndustrial Group
Longstanding commitment to the Industrial sectorBroad network of relationships with public and private industrial companiesSubvertical industry specialization with dedicated senior bankersSome of the most well-respected equity research analysts in the industry
20 bankers with 300+ client relationships; $4.0+ billion in credit commitments11 research analysts covering a total of 176 companies across sub-verticals9th Industrial, Transportation & Automotive Conference in June 20109th Basic Materials Conference in September 20103nd Construction, Engineering & Infrastructure conference in November 2009
Group StatisticsWhat Drives the Practice
9
About the TransactionOn August 5, 2010, KeyBanc Capital Markets (“KBCM”) successfully completed the sale of 51% percent of Fairmount Minerals Ltd. (“Fairmount”) to American Securities LLC (“American Securities”) in a LBO transaction. KBCM served as Fairmount’s exclusive sell-side advisor and conducted a competitive broad auction process comprised of both strategic and financial buyers to deliver a compelling valuation within an expedited time period. KBCM was selected based on its relevant industry expertise in the industrial minerals and oil and gas sectors, its dedicated execution capabilities and its multi-layered historical relationship with Fairmount.
The ultimate transaction structure was highly attractive to Fairmount as it provided significant liquidity to legacy shareholders and the Company’s employee stock plan, while providing shareholders and management meaningful and compelling equity re-investment opportunity alongside American Securities. The transaction was financed through a combination of senior debt financing, new investor equity and rollover equity.
KBCM served as a Joint Lead Arranger and Joint Bookrunner for a $775 million underwritten commitment in support of the transaction.
About Fairmount Minerals Ltd.With over 100 years of operating history, Fairmount represents one of North America’s premier private companies. Headquartered in Chardon, OH, the Company is a leading global producer of high grade industrial sand and value-added sand products. With over 80% of sales into the oil and gas market, Fairmount pioneered the application of resin coated proppant for hydraulic fracturing applications and is a leading producer of high-quality frac sand.
About American Securities LLCHeadquartered in New York with an office in Shanghai, American Securities is a $2.3 billion private equity firm that invests in market-leading companies in North America with annual revenues generally ranging between $100 million to $1 billion. The firm traces its roots to the family office founded in 1947 by William Rosenwald to invest and manage his share of his family's Sears, Roebuck & Co. fortune.
KeyBanc Capital Markets advises Fairmount in their 51% majority sale to American Securities, supported by $775 million of fully-underwritten senior secured financing
KeyBanc Capital Markets advises Fairmount in their 51% majority sale to American Securities, supported by $775 million of fully-underwritten senior secured financing
Private Company LBO Case Study: Fairmount Minerals
August 2010
has sold a majority interest to
Exclusive Sell-Side Advisor
August 2010
$775,000,000
Joint Lead Arranger and Joint Bookrunner
Underwritten Senior Secured Credit Facilities
A portfolio company of
10
On January 11, 2008 KeyBanc Capital Markets completed the sale of U.S. Zinc Corporation ("USZ" or the "Company"), a wholly owned subsidiary of Aleris International ("Aleris"), to Votorantim Metais ("Votorantim"), an affiliate of Brazil-based Votorantim Group, for $295 million. KBCM acted as the exclusive financial advisor to Aleris.
Target Description:USZ, headquartered in Houston, TX, recycles zinc metal for use in the manufacture of galvanized steel and produces value-added zinc oxide and dust, which are used in the vulcanization of rubber products, the production of corrosion-resistant paint and in other specialty chemical applications. USZ operates six facilities in the United States and a newly built zinc oxide facility located outside of Shanghai, China.
Buyer Description:Votorantim is a leading manufacturer of zinc, aluminum, nickel and steel products, serving the construction, rubber, pharmaceuticals, automotive, electronics and chemical industries. Excluding USZ, Votorantim operates fifteen facilities throughout South America and is oneof the 10 largest zinc producers in the world. With this acquisition, Votorantim enters two key global markets, United States and China, in addition to consolidating its position as the third largest producer of zinc and the leading producer of zinc oxide worldwide.
Transaction Description:KBCM acted as the exclusive sell-side financial advisor to Aleris in a pre-emptive process. KBCM successfully positioned the Company with the buyer, resulting in a strategic / synergistic valuation acceptable to Aleris. This transaction demonstrates KBCM‘s unique ability to serve a market with cyclical and dynamic industry fundamentals. This transaction also highlights the leverage of KBCM's integrated model through its ability to combine deep industry relationships with strong execution and advisory services. KBCM was selected on the basis of its successful track record of relevant M&A transactions, demonstrated metals industry knowledge and expertise serving the middle-market.
January 2008
The undersigned acted as exclusive financial advisorto Aleris International Inc. in this transaction
to
Corporate Divestiture Case Study: U.S. Zinc
Has sold
11
Buy-Side Advisory Case Study: Primoris Services Corp. On Monday December 21, 2009, Primoris Services Corporation (NASDAQ:PRIM) ("Primoris") announced that it has completed the acquisition of James Construction Group, L.L.C. ("James Construction Group"), one of the largest privately held construction companies in the southeastern United States, in a transaction valued at approximately $135 million. KeyBanc Capital Markets provided a fairness opinion for and served as exclusive financial advisor to Primoris in connection with the transaction.
Target Description:James Construction Group is one of the largest construction companies operating in the southern United States, providing quality construction services to both public and private clients. The company performs a wide range of projects that include highways/roads, bridges, airports, and marine construction; industrial plant construction and maintenance; and site work/environmental services.
Buyer Description:Primoris, through various subsidiaries, is one of the largest specialty contractors and engineering companies in the United States, primarily serving the growing power and energy sectors. Primoris provides a wide range of construction, fabrication, maintenance and replacement services, as well as engineering services to major public utilities, petrochemical companies, energy companies, municipalities and other customers.
Transaction Description:KBCM was hired by Primoris in October 2009 to provide a fairness opinion and serve as the Company's exclusive financial advisor in connection with the transaction. KBCM was selected for this assignment on the basis of its continued support of Primoris with proprietary M&A ideas, value-added capital markets perspectives and its recognized expertise in the Construction, Engineering and Infrastructure (CE&I) services sector.
December 2009
The undersigned acted as exclusive financial advisor to Primoris Services in this transaction
has acquired
12
Private Company Sale to Public Strategic Buyer Case Study: The Snyder GroupOn April 30, 2008, KeyBanc Capital Markets Inc. (“KBCM”) successfully completed the sale of The Snyder Group (“The Snyder Group” or the “Company”) to Metalico, Inc. (AMEX: MEA) (“Metalico”).
Seller Description:The Snyder Group, headquartered on Neville Island, Pennsylvania, is a leading regional scrap metal processor with six facilities located in the Pittsburgh, Pennsylvania area. The Company’s extensive metal processing operations include shearing, torching, baling, and drop balling, and are highlighted by a state-of-the-art shredder with integrated downstream sorting capabilities. The Company serves over 500 customers throughout the Midwest and Southern United States, and it maintains a supplier network that includes a broad range of traditional dealers, peddlers, tradesmen and industrial sourcing providers.
Buyer Description:Metalico is a leading scrap metal recycler and lead products fabricator, with scrap operations in Mississippi, New Jersey, New York, Ohio, Pennsylvania and Texas, and lead fabricating facilities in Alabama, Illinois, Nevada and California.
Transaction Description:KBCM was originally introduced to The Snyder Group during KBCM’s sell-side process for another scrap processor. Impressed with the result obtained for the seller in that process, The Snyder Group engaged KBCM to evaluate a sale transaction and provide strategic recommendations. The Snyder Group selected KBCM to offer sell-side advice on the basis of KBCM’s transactional expertise, industry knowledge, and strong relationships with potential financial and strategic buyers. This transaction highlights KBCM's ability to combine deep industry relationships with strong execution and advisory services.
The undersigned acted as exclusive financial advisor to The Snyder Group
has acquired
April 2008
13
Lead Arranger Case Study: Greif, Inc.
Transaction Description
On October 29, 2010, KeyBanc Capital Markets (“KBCM”) along with Bank of America, J.P. Morgan, Citizens Bank, and Deutsche Bank successfully closed the syndication of $1.0 billion in Senior Secured Credit Facilities consisting of a $750 million Revolver and a $250 million Term Loan A for Greif, Inc. (“Greif”). The facilities can be increased by up to $250 million for a maximum facility size of $1.25 billion. KBCM served as Joint Lead Arranger, Co-Bookrunner, and Co-Documentation Agent for this client.
Description of Greif, Inc.
Greif, Inc. (NYSE: GEF) is a world leader in industrial packaging products and services. The Company produces steel, plastic, fibre, flexible and corrugated containers and containerboard, and provides blending, filling and packaging services for a wide range of industries. Greif also manages timber properties in North America.
The Company is strategically positioned in more than 50 countries to serve global as well as regional customers. Greif was founded in 1877 and is headquartered in Delaware, Ohio. For the LTM ended July 31, 2010 the Company generated Revenue of $3.2 billion.
October 2010
$1,000,000,000
Senior Secured Credit Facilities
The undersigned acted as Joint Lead Arranger, Co-Bookrunner, and Co-Documentation Agent
14
Private Equity High-Yield Mandate Case Study: Thermon Industries, Inc.
April 2010
$40,000,000
ABL Facility
Syndication Agent
April 2010
$210,000,000
Senior Secured Notes
Joint Lead Manager
April 2010
$200,000,000
Bridge Loan Financing
Underwriter
Transaction
Thermon Industries, Inc. (B1/B+) closed the following transactions in connection with the acquisition of the company by Code Hennessey & Simmons ("CHS"):
− $40 million 5-year Secured Revolving Credit Facility at L+350bps (L-floor of 1.50%)
− $210 million 7-year 9.50% Senior Secured Notes due 2017
Company Overview
Thermon is a leading global manufacturer of heat tracing solutions for process controls applications serving the energy, chemical processing, power generation, industrial and commercial end markets
The Company had LTM Sales, Adjusted EBITDA and PF Leverage of $187 million, $48 million and 4.4x, respectively
Sponsor
CHS is a leading private equity firm based in Chicago specializing in leveraged buyouts and recapitalizations of middle market companies in partnership with company management. CHS manages over $2.8 billion of capital in five limited partnerships
KeyBanc Capital Markets’ Role
KeyBanc Capital Markets acted as Syndication Agent on the Secured Revolver and as Joint Lead Manager on the High Yield Transaction
Additionally, KeyBanc Capital Markets underwrote a portion of the 364-day Bridge Loan financing which expired at closing of the High Yield offering
16
(15.0% )
(10.0% )
(5.0% )
0.0%
5.0%
10.0%
15.0%
20.0%
Jan-10 Feb-10 Mar-10 Apr-10 May-10 Jun-10 Jul-10 Aug-10 Sep-10 Oct-10 Nov-10
DJIA S&P 500 NASDAQ
10
15
20
25
30
35
40
45
50
Jan-10 Feb-10 Mar-10 Apr-10 May-10 Jun-10 Jul-10 Aug-10 Sep-10 Oct-10 Nov-10
CBOE
Vol
atili
ty In
dex
(VIX
)
Current Equity Market Conditions
Volatility has Declined Substantially from Elevated Levels
YTD Equity Issuance (# of deals)Equities Broke Through a Technical Resistance Level in Mid-September
Average YTD: 23.2
Source: CapitalIQ, DealogicNote: Data as of 11/11/2010
18.6
FO IPO CONV
YTD Equity Fund Flows ($ in billions)
2009 YTD 2010DJIA 18.8% 8.2%
S&P 500 23.5% 8.8%NASDAQ 43.9% 12.6%
($19.5)
$21.8
$15.2 $13.7
($1.4)
$2.7 $1.6
($16.4)
$9.3$5.8
$11.1
($30)
($20)
($10)
$0
$10
$20
$30
Jan-10 Feb-10 Mar-10 Apr-10 May -10 Jun-10 Jul-10 Aug-10 Sep-10 Oct-10 Nov -10
Dom
estic
Equ
ity F
und
Flow
s
34 35
6346 41 38
1827
3825
13
3 6
12
129
8
8
8
5
10
3
5
6
12
34
46
6
13
35
0
10
20
30
40
50
60
70
80
90
100
Jan-10 Feb-10 Mar-10 Apr-10 May -10 Jun-10 Jul-10 Aug-10 Sep-10 Oct-10 Nov -10
Equi
ty Is
suan
ce
17
2010 Industrial IPO Issuance
Date Deal Market Cap Debt / LTM EBITDA Shares % % Upsized Filing Offer Pricing % Change PriceIssuer Financial Sponsor Priced Value at Offer Pre-Deal Post-Deal Offered Primary (Downsized) Range Price Range 1 Day 1 Week 1 Month Industrial Sector
SeaCube Container Leasing (BOX) 10/27/10 $109.3 $190.7 3.7x 3.7x 10.9 26% 27% 16.00 - 18.00 $10.00 Below 10.0% 18.3% - Transportation Services
Tower International Inc (TOWR) Cerberus Partners 10/14/10 $86.2 $243.3 3.5x 3.0x 6.6 100% 0% 15.00 - 17.00 $13.00 Below 0.0% (0.2%) - Auto/Truck Parts & Equip
Rhino Resource Partners (RNO) Wexford Capital 09/29/10 $76.5 $508.3 1.7x 0.6x 3.7 100% (13%) 19.00 - 21.00 $20.50 In Range 6.8% 10.9% 10.3% Mining
Amyris Inc (AMRS) TPG Capital 09/27/10 $97.5 $687.7 NM NM 6.1 100% 0% 18.00 - 20.00 $16.00 Below 3.1% 6.6% 6.9% Diversified Chemicals
Molycorp Inc (MCP) Pegasus Capital; Resource Capital 07/28/10 $407.8 $1,137.5 0.0x 0.0x 29.1 100% 0% 15.00 - 17.00 $14.00 Below (8.2%) (3.3%) 13.0% Mining
Oxford Resource Partners (OXF) 07/13/10 $161.9 $380.4 2.2x 2.0x 8.8 100% 0% 19.00 - 21.00 $18.50 Below (2.9%) 0.0% (5.5%) Mining General
Tesla Motors Inc (TSLA) Valor Equity Partners 06/28/10 $260.0 $1,589.1 NM NM 15.3 89% 20% 14.00 - 16.00 $17.00 Above 40.5% 12.9% 21.9% Auto/Truck Manufacturers
Noranda Aluminum (NOR) Apollo Global Management 05/13/10 $92.0 $430.3 4.9x 3.7x 11.5 100% (40%) 14.00 - 16.00 $8.00 Below 10.0% (4.3%) (3.4%) Metal & Steel Processing
Roadrunner Transportation (RRTS) Thayer Capital; EOS; American Capital 05/12/10 $154.1 $413.6 8.2x 2.4x 11.0 85% 0% 14.00 - 16.00 $14.00 In Range (1.8%) 0.5% (1.9%) Transportation
Services
Douglas Dynamics Inc (PLOW) Aurora Capital Group 05/04/10 $129.4 $239.1 5.1x 2.7x 11.5 65% 0% 14.00 - 16.00 $11.25 Below 0.4% 2.2% 3.8% Auto/Truck Parts & Equip
Metals USA Holdings (MUSA) Apollo Global Management 04/08/10 $240.0 $777.1 NM NM 11.4 100% 9% 18.00 - 20.00 $21.00 Above (8.6%) (6.2%) (28.5%) Metal & Steel Distributors
Scorpio Tankers Inc (STNG) 03/30/10 $168.4 $235.2 NM NM 13.0 100% 0% 14.00 - 16.00 $13.00 Below (3.4%) (5.6%) 0.0% Transportation Shipping
Baltic Trading Ltd (BALT) 03/09/10 $228.2 $314.5 0.0x 0.0x 16.3 100% 0% 14.00 - 16.00 $14.00 In Range (0.3%) (1.0%) (0.1%) Transportation Shipping
Generac Holdings Inc (GNRC) CCMP Capital; Unitas Capital 02/10/10 $269.1 $850.6 7.1x 5.6x 20.7 100% (8%) 15.00 - 17.00 $13.00 Below (1.2%) 2.3% 5.8% Industrial
Components
Graham Packaging Co (GRM) Blackstone Group 02/10/10 $182.3 $614.4 5.3x 5.1x 18.2 100% (29%) 14.00 - 16.00 $10.00 Below 2.0% 4.7% 10.8% Plastics
Cellu Tissue Holdings (CLU) Weston Presidio Capital 01/21/10 $107.9 $261.6 3.3x 3.0x 8.3 32% 6% 15.00 - 17.00 $13.00 Below (8.5%) (12.8% ) (13.1%) Forestry & Paper
Mean $173.2 $554.6 3.8x 2.7x 12.7 87.4% (1.8%) 2.4% 1.6% 1.4%
Median $158.0 $422.0 3.6x 2.9x 11.5 100.0% 0.0% (0.1%) 0.3% 1.9%
16 Industrial IPOs have priced year to date to raise $2.8 billion On average, leverage has been reduced post-IPO from 3.8x to 2.7x
Sources: Dealogic; SEC Filings
18
Industrial45%
Real Estate17%Diversified
12%
Consumer8%
Financial Services
7%
Technology5%
Healthcare4%
Energy2%
IPO Backlog
Source: Dealogic
80 IPOs are currently in the backlog and are expected to raise $29.5 billionIndustry Breakdown – By Number of Deals Industry Breakdown – By Deal Size
Industrial IPO BacklogFiling Expected Sponsor ExpectedDate Date Issuer Ticker Backed Value Sector Issuer Description
8/18/10 11/17/10 General Motors Co GM - $10,037.5 Auto/Truck-Manufacturers Automobiles manufacturer7/22/10 TBA Swift Holdings Corp SWFT - $700.0 Transportation-Road Transportation services company that operates tractor-trailers5/7/10 TBA Goodman Global Group Inc GGL Y $500.0 Construction/Bldg Prods-Air Conditioning/Heat Manufacturer of heating, ventilation and air conditioning
5/28/10 TBA Ply Gem Holdings Inc PGEM Y $300.0 Construction/Bldg Prods-Miscellaneous Manufacturer of residential exterior building products7/2/10 TBA Ridgebury Tankers Ltd RDGE - $250.0 Transportation-Shipping Company that acquires and deploys Suezmax tankers
6/25/10 TBA Affinia Group Holdings Inc AFN Y $230.0 Auto/Truck-Parts & Equipment Manufactures industrial grade products for the light and heavy duty aftermarkets7/27/10 TBA UCI International Inc UCII Y $200.0 Auto/Truck-Parts & Equipment Supplier to the light and heavy-duty vehicle aftermarkets7/22/10 TBA Euramax Holdings Inc EMAX - $175.0 Metal & Steel-Processing Producer of aluminum, steel, vinyl, copper and fiberglass products8/12/10 TBA Gevo Inc GEVO Y $150.0 Chemicals-Diversified Producer of advanced biofuels5/13/10 TBA TMS International Corp TMS Y $150.0 Metal & Steel-Processing Provider of outsourced steel services4/30/10 TBA Sabre Industries Inc SABR - $143.8 Construction/Bldg Prods-Infrastructure Provider of highly engineered products for wireless communications8/11/10 TBA New Century Transportation Inc NCTX Y $120.0 Transportation-Road Provider of road transportation services8/6/10 TBA Panther Expedited Services Inc PTHR Y $100.0 Transportation-Services Provider of expedited transportation services
10/1/10 TBA ArborGen - - $75.0 Forestry & Paper-Raw Materials Research and development of applications and solutions in tree genetics5/12/10 TBA Erickson Air-Crane Inc EAC - $75.0 Aerospace-Aircraft Manufacturer and operator of heavy-lift helicopters4/7/10 TBA SMG Indium Resources Ltd - - $45.0 Mining-General A company that purchases and stockpiles the metal indium
16
14
12
10 109
7
2
0
2
4
6
8
10
12
14
16
18
Industrial Healthcare Diversified Real Estate Technology Financial Services
Consumer Energy
19
17.4%
23.5%
4.5%
28.8%
25.8%
3Q10 New-Issue Loan Volume by Purpose
Leveraged Loan Market
Average Pro Forma Credit Statistics
Of the $52.3 billion new-issue loan volume in 3Q 2010, issuers continued to address pending maturities with 28.8% of 3Q 2010 new-issue volume dedicated to refinancing existing transactions
M&A and LBO loan activity drove 49.3% of 3Q10’s new-issue volume, on track with 2Q 2010 (a post-Lehman quarterly high of $25.5 billion), at $25.4 billion
Recapitalizations (dividend and share repurchase) grew $3.6 billion to $9.1 billion or 17.4% of 3Q 2010 new-issue volume, up from 8.2% in 2Q10. This year’s dividend activity may, in part, be tactically driven, with Bush-era regulations set to expire at year-end
The average leverage level for large corporate LBO transactions increased in 3Q 2010 over 2Q 2010 and 2009:
– Total Leverage: 5.2x
Average coverage levels also decreased in 3Q 2010 over 2Q 2010 and 2009:
– EBITDA / Cash Interest: 2.4x
– EBITDA-Capex / Cash Interest: 2.1x
Refinancing
Mergers & Acquisitions
LBO
Recap / Dividend
Other [1]
Sources: S&P Leveraged Commentary and Data (“LCD”) and KBCM[1] Includes exit financing, DIP facilities, and spinoffs
4.3x
3.5x
2.6x
4.5x
3.0x
2.3x
5.0x
2.9x
2.4x
3.7x 3.8x
2.9x
4.1x
3.9x
2.9x
3.7x
3.1x
4.7x
3.1x
2.7x
5.2x
2.4x
2.1x
3.9x
0.0x
1.0x
2.0x
3.0x
4.0x
5.0x
6.0x
Debt/EBITDA EBITDA / Cash Interest EBITDA - Capex / Cash Interest
2005 2006 2007 2008 2009 1Q10 2Q10 3Q10
20
YTD High Yield Bond Dividend Recap Transactions
Sources: Bloomberg, Moody’s, S&P* Denotes dividend amounts not reported
Since July 1, strong credit market conditions have permitted issuers to raise over $12.0 billion for dividend recapitalizations via High Yield Bonds and Leveraged Loans, making it one of the busiest quarters for dividend deals since the second quarter of 2007
YTD, High Yield Issuers have raised over $9.0 billion across 23 transactions to fund dividend recapitalizations
− Of the 24 High Yield transactions, 7 have been non-sponsor related
Amount Dividend Coupon Issuance Moody's S&PDate Issuer ($ in MM) Size ($ in MM) Type Security (%) Maturity Price Yield Spread Rating Rating Sector Sponsor
Pending Dunkin' Brands $625.0 ***Pending*** Retail-Restaurants Bain Capital21-Oct-10 BWAY Holding Co $150.0 $150.0 144A Sr Notes 10.125% 1-Nov-15 97.000% 10.917% 901 bp Caa2 CCC+ Containers-Metal/Glass Madison Dearborn Partners7-Oct-10 Alta Mesa Holdings $300.0 $50.0 144A Sr Notes 9.625% 15-Oct-18 99.307% 9.751% 783 bp B3 B Oil Comp-Explor&Prodtn Not Sponsored7-Oct-10 Brickman Group Holdings Inc $250.0 * 144A Sr Notes 9.125% 1-Nov-18 100.000% 9.125% 712 bp B3 CCC+ Agricultural Operations Leonard Green
30-Sep-10 Affinion Group Holdings $325.0 * 144A Sr Notes 11.625% 15-Nov-15 98.550% 12.000% 1,077 bp Caa1 B- Direct Marketing Not Sponsored21-Sep-10 Valeant Pharmaceuticals $500.0 * 144A Sr Notes 6.750% 1-Oct-17 99.500% 6.841% 546 bp B1 B+ Medical-Drugs Not Sponsored21-Sep-10 Valeant Pharmaceuticals $700.0 * 144A Sr Notes 7.000% 20-Oct-10 99.375% 7.088% 443 bp B1 B+ Medical-Drugs Not Sponsored17-Sep-10 Visant Corp $750.0 $517.0 144A Sr Notes 10.000% 1-Oct-17 100.000% 10.000% 788 bp Caa1 B- Advertising Services Kohlberg, Kravis & Roberts12-Aug-10 Warner Chilcott Co $750.0 $750.0 144A Sr Notes 7.750% 15-Sep-18 102.000% 7.415% 514 bp B3 B+ Therapeutics DLJ Merchant Bank5-Aug-10 DCP LLC $165.0 $90.0 144A Sr Sec Notes 10.750% 15-Aug-15 99.055% 11.000% 939 bp B2 B+ Broadcast Serv/Program RedZone Capital Partners II, LP4-Aug-10 Marina District Finance $400.0 $215.0 144A Sr Sec Notes 9.875% 15-Aug-18 99.315% 10.003% 752 bp B2 BB Casino Hotels Not Sponsored4-Aug-10 Marina District Finance $400.0 $215.0 144A Sr Sec Notes 9.500% 15-Oct-15 98.943% 9.750% 815 bp B2 BB Casino Hotels Not Sponsored4-Aug-10 STATS ChipPAC $600.0 $600.0 144A Sr Notes 7.500% 12-Aug-15 100.000% 7.500% 590 bp Ba1 BB+ Electronic Compo-Semicon Blackstone Group9-Jul-10 OXEA Finance/CY SCA $260.0 * 144A Sr Sec Notes 9.500% 15-Jul-17 100.000% 9.500% 701 bp B2 B+ Chemicals-Diversified Advent International
30-Jun-10 Insight Communications $495.0 $300.0 144A Sr Notes 9.375% 15-Jul-18 105.750% 8.376% 625 bp B3 B- Cable/Satellite TV Carlyle Group21-Apr-10 Cleaver-Brooks Inc $185.0 $35.0 144A Sr Sec Notes 12.250% 1-May-16 100.000% 12.250% 974 bp B2 B Machinery-Therml Process Wellspring Capital Management LLC9-Apr-10 American Residential Services $165.0 * 144A Sr Sec Notes 12.000% 15-Apr-15 99.541% 12.125% 948 bp B3 B Buildings&Construction-Misc Kelso6-Apr-10 MagnaChip Semiconductor $250.0 $130.0 144A Sr Notes 10.500% 15-Apr-18 98.674% 10.750% 708 bp B2 B+ Semiconductor Equipment Not Sponsored
31-Mar-10 Maxim Crane Works $250.0 * 144A Sr Sec Notes 12.250% 15-Apr-15 97.290% 13.000% 1,044 bp Caa1 B Transport-Equip&Leasng Platinum Equity31-Mar-10 Pharmanet Development $185.0 * 144A Sr Sec Notes 10.875% 15-Apr-17 100.000% 10.875% 590 bp B3 B+ Research&Development Joseph Littlejohn Levy2-Mar-10 Express LLC $250.0 $250.0 144A Sr Notes 8.750% 1-Mar-18 98.599% 8.999% 574 bp B3 B Diversified Operations Golden Gate Capital
26-Feb-10 Niska Gas Storage $800.0 * 144A Sr Notes 8.875% 15-Mar-18 100.000% 8.875% 561 bp B1 BB- Storage/Warehousing Carlyle Group26-Jan-10 Ryerson Holding Corp $220.2 $220.2 144A Sr Dsc Nots 14.500% 1-Feb-15 45.598% 14.500% 1,398 bp Caa3 CCC Steel-Producers Platinum Equity10-Jan-10 Vanguard Health Holding Co $950.0 $300.0 144A Sr Notes 8.000% 1-Feb-18 98.555% 8.250% 494 bp B3 CCC+ Medical-Hospitals Blackstone Group
21
YTD Leveraged Loan Dividend Recap Transactions
Sources: Bloomberg, Moody’s, S&P* Denotes dividend amounts not reported
Thus far in 2010, approximately $26.0 billion has been raised in the High Yield and Leveraged Loan Markets to fund dividend recapitalizations
YTD, Leveraged Loan issuers have raised over $17.0 billion across 40 transactions to fund dividend recapitalizations
− Of the 41 institutional transactions, 3 have been non-sponsor related
Deal Size Dividend Institutional Offer Institutional LIBOR Moody's S&PDate Issuer ($ in MM) Size ($ in MM) TL Size ($ in MM) Price Spread Floor Rating Rating Sector SponsorPending Dunkin' Brands $1,350.0 ***Pending*** Retail-Restaurants Bain Capital7-Oct-10 Asurion Corp $900.0 $900.0 $900.0 96.0% L+525bp 1.50% NR NR Insurance Madison Dearborn Partners7-Oct-10 Goodman Global Inc $1,650.0 $366.0 $1,400.0 99.0% L+450bp 1.75% Ba3 B+ Manufacturing & Machinery Hellman & Friedman7-Oct-10 Goodman Global Inc (2nd-Lien) $375.0 $366.0 $375.0 98.0% L+800bp 2.00% B3 B- Manufacturing & Machinery Hellman & Friedman30-Sep-10 Metaldyne Company LLC $250.0 $88.0 $250.0 99.0% L+600bp 1.75% B1 B+ Automotive Carlyle Group24-Sep-10 Brickman Group Holdings Inc $600.0 $235.0 $550.0 99.0% L+550bp 1.75% B1 B+ Services & Leasing Leonard Green17-Sep-10 GenTek Inc $455.0 * $425.0 98.5% L+500bp 1.75% B1 B Chemicals American Securities Capital Partners14-Sep-10 CHG Healthcare Services Inc $300.0 $175.0 $230.0 98.0% L+550bp 1.75% NR NR Services & Leasing J.W. Childs Associates8-Sep-10 Visant $1,425.0 $517.0 $1,250.0 98.0% L+525bp 1.75% Ba3 BB- Textile & Apparel Kohlberg, Kravis & Roberts19-Aug-10 MedQuist Inc $225.0 $53.7 $200.0 - L+550bp 1.75% NR NR Computers & Electronics Not Sponsored11-Aug-10 Medical Card System Inc $175.0 * $175.0 97.0% L+1000bp 2.00% B2 B Insurance Joseph Littlejohn Levy3-Aug-10 AlliedBarton Security Services LLC $111.5 $111.5 $100.0 98.5% L+450bp 3.25% Ba3 BB- Services & Leasing Blackstone Group3-Aug-10 Warner Chilcott Inc $1,500.0 $1,500.0 $1,020.0 99.0% L+425bp 2.25% Ba3 BB Healthcare DLJ Merchant Bank29-Jul-10 Airvana Network Solutions Inc $360.0 $205.0 $360.0 98.0% L+900bp 2.00% NR NR Telecom SAC Private Capital29-Jul-10 Global Brass and Copper Inc $465.0 $43.0 $315.0 97.0% L+825bp 2.00% B2 B Metals & Mining KPS Capital Partners15-Jul-10 Centerplate Inc $314.0 $49.0 $194.0 97.0% L+850bp 2.00% B3 B+ Restaurants Kohlberg & Co.14-Jul-10 Midcontinent Communications $675.0 $320.0 $350.0 98.5% L+450bp 1.75% B1 B+ Cable Not Sponsored29-Jun-10 Aspen Marketing Holdings Inc $85.0 $56.0 $65.0 98.5% L+500bp 1.75% NR NR Services & Leasing DE Shaw10-Jun-10 Cunningham Lindsey Group Inc $230.0 * $200.0 - L+375bp 1.50% NR NR Insurance Stone Point Capital3-Jun-10 AL Gulf Coast Terminals LLC $305.0 * $305.0 97.0% L+500bp 1.75% Ba2 BBB- Oil & Gas ArcLight Capital Partners14-May-10 Renal Advantage Inc $305.0 $80.0 $245.0 99.0% L+450bp 1.50% Ba3 B Healthcare Welsh Carson Anderson & Stowe11-May-10 Schumacher Group $120.0 $10.0 $70.0 98.5% L+400bp 1.75% NR NR Services & Leasing Not Sponsored23-Apr-10 TIDI Products $93.5 $28.8 $83.5 98.0% L+500bp 1.50% NR NR Manufacturing & Machinery Beecken Petty16-Apr-10 US Silica $165.0 $45.0 $165.0 99.5% L+400bp 1.75% B1 BB- Building Materials Golden Gate Capital13-Apr-10 Ikaria Holdings Inc $290.0 $130.0 $250.0 98.0% L+500bp 2.00% B1 BB- Healthcare New Mountain Capital9-Apr-10 Douglas Dynamics LLC $40.0 $40.0 $40.0 99.0% L+500bp 2.00% B2 BB Manufacturing & Machinery Aurora Capital Partners7-Apr-10 Advantage Sales & Marketing Inc $730.0 $50.0 $655.0 99.5% L+350bp 1.50% NR NR Services & Leasing J.W. Childs Associates7-Apr-10 Scotsman Industries Inc $145.0 $28.0 $115.0 99.0% L+425bp 1.50% B1 B+ Manufacturing & Machinery Warburg Pincus26-Mar-10 Multi Packaging Solutions Inc $212.5 $15.0 $182.5 99.0% L+500bp 2.00% NR B Printing & Publishing Irving Place Capital25-Mar-10 Hoffmaster Group Inc $190.0 * $160.0 97.5% L+500bp 2.00% B1 B+ Forest Product Kohlberg & Co.25-Mar-10 Roundy's Supermarkets Inc $150.0 * $150.0 98.0% L+800bp 2.00% Caa1 CCC+ Retail Food & Drug Willis Stein & Partners18-Mar-10 Aveta Holdings LLC $360.0 $118.0 $300.0 97.0% L+600bp 2.00% NR NR Healthcare Straus Group11-Mar-10 HHI Holdings LLC $300.0 $135.0 $200.0 97.0% L+750bp 3.00% B3 B+ Automotive KPS Special Situations Fund, LP9-Mar-10 NEW Customer Service Companies Inc $720.0 $450.0 $700.0 99.0% L+425bp 1.75% NR NR Insurance Berkshire Partners24-Feb-10 Ardent Health Services Inc $400.0 $200.0 $325.0 98.0% L+500bp 1.50% B1 B Healthcare Welsh Carson Anderson & Stowe19-Feb-10 Intergraph Corporation $300.0 $300.0 $300.0 99.0% L+400bp 2.00% B1 BB- Computers & Electronics Hellman & Friedman18-Feb-10 Advance Pierre Foods $275.0 $115.0 $275.0 98.0% L+500bp 1.75% B2 BB- Food & Beverage Oak Tree Partners4-Feb-10 Anchor Glass Container Corp $535.0 $340.0 $475.0 99.0% L+400bp 2.00% NR NR Manufacturing & Machinery Wayzata Investment Partners27-Jan-10 NuSil Technology LLC $185.0 * $175.0 99.0% L+400bp 2.00% NR NR Chemicals Quad C15-Jan-10 Vanguard Health Systems $1,075.0 $300.0 $815.0 99.0% L+350bp 1.50% Ba2 B+ Healthcare Blackstone Group14-Jan-10 Caris Life Sciences $215.0 * $185.0 98.5% L+500bp 2.00% B2 B+ Healthcare J.H. Whitney & Co