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M&A Quarterly For additional information or inquiries, please contact one of our team members: www.pmcf.com PLASTICS & PACKAGING 2014 YEAR IN REVIEW John D. Hart 248.223.3468 [email protected] Matt G. Jamison 248.223.3368 [email protected] Ryan R. Shuchman 248.603.5372 [email protected] Scott S. Rohlig 248.603.5232 [email protected] Erik K. Wittbold 248.603.5397 [email protected]

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Top News in PLASTICS AND PACKAGING

M&A Quarterly

For additional information or inquiries, please contact one of our team members:

www.pmcf.com

PLASTICS & PACKAGING 2014 YEAR IN REVIEW

John D. Hart 248.223.3468 [email protected]

Matt G. Jamison 248.223.3368 [email protected]

Ryan R. Shuchman 248.603.5372 [email protected]

Scott S. Rohlig 248.603.5232 [email protected]

Erik K. Wittbold 248.603.5397 [email protected]

About PMCFP&M Corporate Finance (“PMCF”) is an investment banking firm, focused ex-clusively on middle market transactions, with professionals in Chicago, Detroit, and across the globe through Corporate Finance International associates. Our dedicated Plastics and Packaging Group has deep industry knowledge and cov-ers a wide range of processes including thermoforming, sheet and film extrusion, blow molding, injection molding, and resin and color compounding. Offering a breadth of advisory services, the Plastics and Packaging Group has helped clients worldwide meet their sale, acquisition, financing, and strategic growth objectives.

Investment Banking Services:

• Mergers & Acquisitions

• Sales & Divestitures

• Capital Raising

• Sale Planning

CHICAGO225 W. Washington Street, Suite 2700Chicago, IL 60606312.602.3600

DETROITTwo Towne Square, Suite 425Southfield, MI 48076248.603.5300

has acquired

PMCF Transaction Announcements

Packaging: Food and HealthcareBlow and Injection Molding

Company Sale toFinancial Buyer

Packaging: Health and BeautyInjection Molding and Metalizing

Company Sale toInternational Buyer

has been acquired by

Packaging: FoodInjection Molding and Decorating

Strategic Acquisition Advisory

pmcf.com

M&A Quarterly – Plastics & Packaging

2

2014’s plastics and packaging transaction activity was fairly bal-anced between the first and second half of the year, due to a strong finish with a very active fourth quarter. A total of 341 deals in 2014 marked the fifth year in a row of robust plastics and packaging M&A, as deal count experienced a slight increase of 4 percent from 2013.

The increase in overall deal volume was primarily driven by strate-gic buyers increasing their percentage of completed deals and sup-porting the healthy M&A environment. Reflecting their aggressive approach to M&A, strategic transaction volume increased by 9.4 percent year-over-year, while total transactions involving private equity buyers fell by approximately 6.5 percent. Despite a small decline, private equity remains highly focused on the industry with investment funds continuing to hold record levels of uninvested capital.

Key 2014 plastics and packaging M&A trends include the following:

• Deals by plastic processing type featured increases across most sectors, including blow molding, injection molding, film, resin / color & compounding, and specialty, reflecting continued consolidation trends in these segments.

• Sheet extrusion and thermoforming deals were the only sector to decline, as only 23 deals were recorded versus 38 in 2013. PMCF believes this decline does not reflect lower buyer interest, but rather the relative scarcity of available companies to acquire.

• Automotive transactions experienced the largest increase of any plastics and packaging end market, growing to the third most active segment at 39 deals, and twice as many transactions in 2014 versus 2013.

• Publicly traded plastics and packaging businesses continued to receive strong stock mar-ket valuations, as the average EV/EBITDA of the PMCF Plastics and Packaging Index trended above 9.0x for the seventh consecutive quarter.

2014’s positive M&A environment was further highlighted by numerous marquee deals:

• Paris-based private equity firm Wendel’s (ENXTPA:MF) acquisition of CSP Technologies for $360 million

• Private equity group Clayton, Dubliner & Rice’s acquisition of Mauser Group for $1.7 bil-lion

• Wind Point Partners’ portfolio company NOVOLEX’s (formerly known as Hilex Poly), ac-quisition of Packaging Dynamics Corporation

• Private equity firm Genstar Capital’s acquisition of Pretium Packaging for $498 million and subsequent add-on acquisition of Tri-Delta Plastics

• European-based private equity firm 3i Group PLC’s acquisition of U.S.-based Q Holdings Co. for $160 million

• Mexichem SAB de CV’s (BMV:MEXCHEM) acquisition of Dura-Line Corp. for $630 million• Private equity firm Golden Gate Capital’s acquisition of Phillips-Medisize for an undis-

closed amount

In addition to these marquee deals, 2014 plastics and packaging M&A activity included nu-merous other significant transactions at attractive seller valuations. Many of these transac-tions are further detailed by sector in this edition of M&A Quarterly, and highlight current market conditions which feature aggressive buyers seeking high quality acquisitions. Re-flecting the strength of the market, Q4 2014 deal volume, at 101 transactions, represented the second highest total in the last 12 quarters.

These trends are reflected both on the strategic side for consolidation purposes and on the financial investor side, as private equity firms have significant levels of undeployed capital. As a result, current market conditions favor sellers as buyer competition intensifies due to fewer attractive, high quality businesses available to meet their demand. Looking forward, PMCF believes that buyer demand is likely to continue to exceed available plastic and pack-aging targets for sale for at least the next sev-eral months.

Strategic Financial Add-On Financial Platform

220

55

72

347

235

68

79

382

213

56

59

328

199

61

80

340

266

60

67

393

0

50

100

150

200

250

300

400

350

201420102009 2011 2012 2013

Num

ber

of D

eals

233

49

59

341

2014 Market Summary & Outlook

2014

2013

Flexible

Rigid Packaging

15%

Industrial9%

Closures 3%Bottles 3%

Resin21%

Custom Molding23%

Building Products

9%

FlexiblePackaging

15%

Consumer 2%

Sector‘13 – ’14

Change

Injection Molding

Blow Molding

Film

Resin/Color & Compounding

Sheet & Thermoforming

Specialty

Total

201230

110

68

62

32

80

382

22

86

60

68

38

54

328

7%

26%

18%

21%

12%

16%

100%

22

95

63

72

23

66

341

6%

28%

19%

21%

7%

19%

100%

% of Total

% of Total2013

% Change2014

0

9

3

4

-15

12

13

0%

10%

5%

6%

-39%

22%

4%Source: P&M Corporate Finance, Company Reports

Flexible

Rigid Packaging

9%

Industrial14%

Closures 2%Bottles 4%

Resin19%

Custom Molding28%

Building Products9%

FlexiblePackaging

14%

Consumer 1%

Transactions by Product Segment

M&A Quarterly – Plastics & Packaging

PMCF

3

Global Plastic Packaging M&A

Trends in M&A:• Packaging transactions fell year over year, despite higher plastics and packaging transaction volume overall, declining by 19 trans-

actions and accounting for 29 percent of plastics M&A versus 36 percent in the previous year• Declining thermoformed packaging deals in part drove the decrease in total rigid packaging transactions; however, rigid packaging

transactions involving manufacturers of bottles increased by over 36 percent• Food & beverage remained the largest end market for plastic packaging M&A in 2014, as the segment was only one of two that

exceeded 2013 transaction totals

Transactions by Buyer Type Transactions by End Market

0

20

40

60

80

100

120

140

65

53

118

2013

66

48

114

2012

71

47

118

2014

65

51

116

2009

56

43

2010

80

51

131

2011Strategic Financial

Num

ber

of D

eals 99

Food and Beverage

Industrial

Consumer

Construction

Medical

Automotive

Transportation

Electronics

Total

54

23

20

-

17

-

2

2

118

58

20

12

-

8

-

-

1

99

20142013

Industry News:• December 2014 – Amcor Rigid Plastics, a Michigan-based subsidiary of global packaging leader Amcor Ltd (AMC:ASE), has unveiled

a new line of hot-fill PET jars that accept metal lug closures. The company asserts that this innovative new product, designed for the food packaging industry, is the first of its kind. The successful development has been attributed to a breakthrough technology called the A-PEX63TM system. The company hopes that this patent-pending technology, which was unveiled at the annual PLMA trade show, will create a paradigm shift in the food packaging industry. The aforementioned shift will be spurred by a fusion of tried and true plastic packaging benefits, merged with the classic styling of glass and the freshness “pop” of metal lug closures. The containers are currently only available in a single size (24oz), and will target food applications such as salsas, jams, jellies, and apple sauce.

• October 2014 – The merger of two plastics packaging companies, Comar LLC and Convergence Packaging Holdings LLC, was un-veiled and became immediately effective. The move will combine the operations of both companies under the Comar brand. The merger was not entirely unexpected as both companies are owned by private investment firm Graham Partners, Inc. The chief executives from both companies will hold management positions in the new entity, with Comar CEO Michael Ruggieri leading the joint operations. Both Ruggieri and Convergence Packaging CEO Ross Bushnell expressed excitement about the synergistic benefits associated with the merger.

Featured Sector Transactions December 2014 – British plastic packaging supplier Essentra (LSE:ESNT) has entered into an agreement to acquire the specialist packaging division of Clondalkin Group, which is owned by New York-based private equity firm Warburg Pincus LLC. The $455 million acquisition will allow Essentra to move into the North American and European personal healthcare markets and gain significant market share in these spaces. Essentra Chief Executive Colin Day cited the move into these markets as the driving force behind the acquisition. Since Day took the reins at Essentra in 2011, he has placed a large focus on acquisitive growth. The acquisition of Clondalkin’s specialty packaging division will be the company’s 13th acquisition under Day’s leadership. December 2014 – NOVOLEX, the Wind Point Partners portfolio company formerly known as Hilex Poly, has completed the acqui-sition of Packaging Dynamics Corporation. Packaging Dynamics Corporation represents the latest acquisition in NOVOLEX’s recent streak of acquisitive growth, which has increased the company’s revenues to almost $2 billion. Packaging Dynamics Cor-poration manufactures a portfolio of flexible food packaging products including specialty bags, specialty sheets and wraps, pan liners, and laminated foil products. NOVOLEX believes the acquisition is crucial for NOVOLEX to accomplish its goal of becoming a broader, more diversified leader within flexible packaging.

Flexible

Public Acquirer

25%

Private Acquirer

35%

PE to PE7%

Private Equity(PE)33%

Public Acquirer

28%

Private Acquirer

28%

PE to PE16%

Private Equity(PE)28%

RigidFlexibleBottlingCaps & Closures

Total

5049118

118

42%42%9%7%100%

# % Packaging # % Packaging3147156

99

31%48%15%6%100%

20142013

2013 2014

Buyer Type

Packaging Transaction Detail

Sources: P&M Corporate Finance, Plastics News, Company Reports, Packaging News

pmcf.com

M&A Quarterly – Plastics & Packaging

4

Global Injection Molding M&A

Trends in M&A:• M&A activity involving plastic injection molders increased over 10 percent in 2014 relative to 2013, with most of the growth attrib-

utable to automotive transactions rising by over three times their prior year levels• Strategic buyers continue to actively pursue injection molding transactions, completing 11 more deals in 2014 than in 2013, and

increasing their share of total injection molding transaction mix from 66 to 72 percent• Transaction volumes by end market were down slightly across 6 of 8 segments in 2014, with automotive and industrial increasing,

and the consumer end market accounting for a larger decline of 5 deals from 2013

Industry News:• November 2014 – Milliken and Co., a global leader in chemicals and materials, unveiled a new technology at Pack Expo Interna-

tional that it believes will have a game changing effect on injection molded high density polyethylene (HDPE) applications. Milliken claims that this new technology improves the mechanical performance of HDPE to levels that rival polypropylene (PP). The technol-ogy, a nucleating agent referred to as the Hyperform HPN 210 M nucleator, can be combined as an additive in HPDE masterbatch and incorporated into the resin. Some performance upgrades include increased stiffness (up to 50 percent), a reduction in cooling time, and reduced warping of the material. These upgrades will make applications last longer, require less materials, and increase output capacities.

• November 2014 – Japanese plastics-equipment manufacturer Nissei Plastic Industrial Co. (TSE:6271) is “going small” in response to customer demands for flexibility. The company recently exhibited a new injection molding machine so small it can be wheeled around the factory by a single worker. The demo, which took place at the Dongguan International Plastics, Packaging, and Rub-ber Exhibition, showcased the new HMX7-CN3 and highlighted its comprehensive applications. The HMX7-CN3 is equipped with a rotary ram inline screw-type injection unit, delivers 7 tons of clamping force, and is complete with a 5.7-inch touch screen that allows users to toggle control options.

.Featured Sector Transactions December 2014 – Global investment firm Wendel (ENXTPA:MF) acquired leading injection molder CSP Technologies for $360 mil-lion. Alabama-based CSP Technologies manufactures packaging solutions primarily for the healthcare and food and beverage markets, and is the global leader in the production of vials for diabetes test strips. Wendel, which recently opened Wendel North America in New York, stated that it is placing a strong emphasis on North American investments and plans to invest over $2 billion between 2013-2017. The CSP Technologies deal was announced shortly after Wendel’s multi-billion dollar acquisition of flexible packaging company Constantia Flexibles Group GmbH.November 2014 – In a deal between two private equity firms, European-based 3i Group PLC agreed to acquire components maker Q Holdings Co. from Industrial Growth Partners. 3i Group acquired all three of the Q Holdings operating businesses – Qure Medi-cal, QSR, and Quadra Tooling and Automation for a reported $160 million. The three operating companies combine to employ over 1,000 people across 50 countries. Current management remained intact, and has stated its excitement about the European growth opportunities the company intends on targeting under its new ownership.

2013 2014

Buyer TypePublic

Acquirer23%

Private Acquirer

43%

PE to PE4%

Private Equity(PE)30% Flexible

Public Acquirer

36%

Private Acquirer

36%

PE to PE7%

Private Equity(PE)21%

U.S.-to-U.S.

U.S.-to-Foreign

Foreign-to-U.S.

Foreign

Total

Distressed

26

5

11

53

95

2

29

5

3

49

86

5

20142013

Sector Deal Statistics

Sources: P&M Corporate Finance, Plastics News, Company Reports, Yahoo! Finance

Transactions by Buyer Type Transactions by End Market

0

20

40

60

80

100

120

58

52

110

2013

67

39

106

2012

57

29

86

2014

43

44

87

2009

68

27

95

2010

70

36

106

2011

Strategic Financial

Num

ber

of D

eals

Food and Beverage

Industrial

Consumer

Construction

Medical

Automotive

Transportation

Electronics

Total

10

15

18

2

16

11

3

11

86

8

19

13

-

13

33

1

8

95

20142013

M&A Quarterly – Plastics & Packaging

PMCF

5

Global Film M&A

Trends in M&A:• Transactions involving plastic film extruders and converters remained relatively flat overall in 2014, totaling 63 transactions versus

the 60 that occurred in the sector during 2013• Film M&A experienced substantial growth in food and beverage markets, as year-over-year transaction volumes grew by more than

40 percent from 2013 to 2014• Transaction mix shifted among strategic and financial buyers in 2014, with financial buyers accounting for 44 percent of 2014 deals

versus 32 percent in the previous year

2013 2014Buyer Type

Flexible

Public

Acquirer33%

Private

Acquirer35%

Private Equity(PE)25%

PE to PE7%

Flexible

Public

Acquirer27%

Private

Acquirer29%

Private Equity(PE)29%

PE to PE15% U.S.-to-U.S.

U.S.-to-Foreign

Foreign-to-U.S.

Foreign

Total

Distressed

19

4

3

34

60

2

2013

12

3

4

44

63

2

2014

Sector Deal Statistics

Sources: P&M Corporate Finance, Plastics News, Company Reports, Reuters

Transactions by Buyer Type Transactions by End Market

Food and Beverage

Industrial

Consumer

Construction

Medical

Automotive

Transportation

Electronics

Total

31

16

7

3

4

2

-

-

63

2014

22

18

14

-

3

-

1

2

60

2013

Industry News:• November 2014 – Hilex Poly, a leading plastic sheet and bag manufacturer, announced a rebranding of its portfolio companies un-

der the name NOVOLEX. The ambitious rebranding by Hilex Poly aims to support the company’s aggressive growth strategy, which has resulted in several high profile acquisitions in recent years. Private equity firm Wind Point Partners acquired Hilex Poly in 2012 with the intent to build on the existing platform through acquisitions. The firm is steadily nearing its goal with the success-ful acquisitions of Duro Bag Manufacturing, Packaging Dynamics Corporation, and the flexible packaging division of Clondalkin Group. The NOVOLEX rebranding will provide a united front for the combined operations.

• October 2014 – Updating previous reports, plastic sheet giant Klöckner Pentaplast Group has been taken off the market by owner Strategic Value Partners, a Connecticut-based private investment firm. Reports indicate that Klöckner Pentaplast was taken off the market when bids came back far below the $1.9 billion dollar asking price. Private equity firms Apollo Global Management LLC, Ares Management LP, and Platinum Equity LLC were all rumored to be reviewing the deal.

Featured Sector Transactions December 2014 – Paris-based Wendel Group (ENXTPA:MF) announced an agreement to purchase one of Europe’s largest flexible packaging companies, Constantia Flexibles GmBH. Wendel Group will acquire Constantia from JP Morgan private equity affili-ate One Equity Partners. The deal will cost Wendel Group a reported $2.8 billion, with the purchase price reflecting a nine times EBITDA multiple on Constantia’s 2014 financials. Constantia Flexibles experienced sales and EBITDA growth of approximately 75 percent since its sale to One Equity Partners in 2010. Wendel Group plans to continue Constantia’s rapid growth through acquisitive expansion, citing global market trends and a fragmented flexible packaging market. Constantia has manufacturing plants in the US, Mexico, and Canada supplementing its sizeable geographic presence in Europe.

November 2014 – German private equity firm Deutsche Beteiligungs AG (DB:DBAN, DBAG) agreed to acquire the film business of Huhtamaki Oyj (HLSE:HUH1V) in a management buyout for $176.2 million. DBAG acquired a 17 percent stake in the busi-ness with management holding the remaining shares. Huhtamaki announced its plans to sell its film business in July to focus on other business segments. The completed transaction will allow Huhtamaki management to focus on internal capacity and growth initiatives.

Strategic Financial

45

23

68

2013

48

27

75

2012

41

19

60

2014

35

27

62

2009

35

28

63

2010

51

27

78

2011

Num

ber

of D

eals

0

10

20

30

40

60

80

50

70

pmcf.com

M&A Quarterly – Plastics & Packaging

6

Global Resin and Color & Compounding M&A

Trends in M&A:• 2014 deal flow in the resin and color & compounding sector remained generally consistent with 2013 transactions, increasing a

modest 6 percent year-over-year while maintaining similar transaction mix among strategic and financial buyers• Transactions involving color & compounders drove the modest increase in total sector deals from 2013 to 2014, growing from 24

to 29 deals while transactions involving resin suppliers declined slightly from 44 to 43 deals• Resin and color & compounding cross-border M&A featured an increase in foreign investment into the United States, as 2014

included 6 of these deals versus only one that occurred a year before

Sector Detail 2013

Industry News:November 2014 – Italian chemicals and fibers conglomerate Mossi Ghisolfi Group announced the sale of a $300 million stake in its M&G Chemicals SA unit to private equity firm TPG. The Italian conglomerate will retain its majority ownership in the sale. M&G Chemicals is a Luxembourg-based company that operates a global PET resin business, with facilities in the U.S., Mexico, and Brazil. M&G management is optimistic that the strategic sale will open up numerous growth and market opportunities. The buyer, TPG, is no stranger to the resin space and has owned leading resin distributor Nexeo Solutions LLC since 2010. M&G plans to kick off its growth initiative with the construction of an extensive PET resin manufacturing facility in Corpus Christi, Texas.October 2014 – Bayer AG (DB:BAYN) announced last month that it plans to spin off its Bayer MaterialScience unit and list it on the Frankfurt Stock Exchange. Soon after the announcement was made multiple reports surfaced about a potential investor group forming to acquire the MaterialScience operation. The group is reportedly headlined by private equity firms Advent, Carlyle, Cinven, CVC, and KKR. Bayer Material Science is a leading supplier of polymer materials focused on consumer, automotive, electronics, construction, and textile end markets. The MaterialScience unit accounted for nearly 28 percent of Bayer’s $50.8 billion in total revenue last year, but only 8.8 percent of its $550.2 million in total earnings before interest and taxes.

Flexible

Color &Compounding

35%

Resin Supplier65%

Flexible

Color &Compounding

40% Resin Supplier60%

Sector Detail 2014

2013 2014Buyer Type

Flexible

Private Equity(PE)15% Public

Acquirer47%

Private Acquirer

29%

PE to PE9%

Flexible

Private Equity(PE)22%

Public Acquirer

47%

Private Acquirer

27%

PE to PE4%

U.S.-to-U.S.

U.S.-to-Foreign

Foreign-to-U.S.

Foreign

Total

Distressed

21

5

6

40

72

3

2014

20

7

1

40

68

-

2013

Sector Deal Statistics

Sources: P&M Corporate Finance, Plastics News, Company Reports, Thomson Reuters, Business Standard, Business Wire

Transactions by Buyer Type

Featured Sector Transactions December 2014 – Michigan-based RheTech was acquired by global compounder HEXPOL (OM:HPOL B). RheTech, which primarily produces polypropylene-based compounds, ranks among the top 30 compound and concentrate producers according to Plastics News and posted 2013 sales of $117 million. The $112 million transaction will keep current RheTech management, production lines, facilities, and employee structure in place. For Swedish HEXPOL, this transaction represents its third acquisition of a Midwest-based compounder since 2010. HEXPOL acquired Excel Polymers in 2010 and Portage Precision Polymers Inc. in 2014, both headquartered in Ohio.December 2014 – LTL Color Compounders Inc. was acquired by Americhem Inc., an Ohio-based supplier of color and additive con-centrates. Pennsylvania-based LTL Color Compounders operates plants in Morrisville, PA and Dongguan, China, and produces color compounds for the medical, automotive, electronics, and aerospace industries. Americhem will operate LTL in combination with its 2012 acquisition Infinity Compounding. The combined operations will be led by Infinity founder Carlos Carreno, and operate as Infinity LTL Engineered Compounds. The new business will combine Infinity’s capabilities in internally lubricated and electrically conductive compounds with LTL’s color and polymer alloy technology.

0

10

20

30

40

60

80

50

70

42

14

56

44

18

62

52

16

68

42

16

58

53

19

72

58

71

Strategic Financial2012 2013 20142009 2010 2011

13

Num

ber

of D

eals

M&A Quarterly – Plastics & Packaging

PMCF

7

Global Sheet and Thermoforming M&A

Trends in M&A:• M&A activity among sheet and thermoforming processors declined by approximately 40 percent from 2013 to 2014, a trend

reflecting the relative scarcity of available companies to acquire following the significant consolidation in the sector• Transactions were either down or flat across end markets in 2014 versus 2013, with the exception of industrial deals which in-

creased by over 57 percent from prior year volumes• Acquisitions involving financial buyers declined by 50 percent from 2013 to 2014, driven in part by a decline in PE-to-PE deals,

without any such deals occurring in 2014 following the 7 deals that occurred in 2013

Industry News:• November 2014 – A recent study has indicated a strong consumer preference for rigid thermoformed packages over flexible plastic

pouches. The study, which is backed by statistical evidence, was conducted by Klockner Pentaplast and Package InSight at Clemson University’s customized immersive shopping research lab. The study utilized a variety of methods to obtain its statistical data in-cluding calibrated eye-tracking glasses, which allowed researchers to document a product’s point-of-sale appeal. The eye-tracking test indicated that rigid thermoformed packages outperformed flexible pouches by 44 percent. Some relevant qualitative data gath-ered through a survey of participants indicated that consumers viewed thermoformed packages as higher quality, easier to open, and more hygienic than flexible pouches.

• November 2014 – Packaging thermoformer EasyPak announced plans for a $7.5 million expansion to its Leominster, MA facility. The expansion will more than double the facility’s current square footage. EasyPak will use the new space to ramp up its manufactur-ing capacities by adding two new thermoformers and an additional extrusion line. The expansion will also create an estimated 15 new jobs at the facility. EasyPak management referenced problems keeping up with production demand as its primary motivator for expansion. The company was founded in 2004 and has been outsourcing 15 percent of its production to facilitate a rapidly growing customer base.

Sources: P&M Corporate Finance, Plastics News, Company Reports, Packaging World

Transactions by Buyer Type Transactions by End Market

Food and Beverage

Industrial

Consumer

Construction

Medical

Automotive

Transportation

Electronics

Total

14

7

2

2

6

5

2

-

38

2013

7

11

2

-

1

-

2

-

23

2014

U.S.-to-U.S.

U.S.-to-Foreign

Foreign-to-U.S.

Foreign

Total

Distressed

7

-

2

14

23

1

2014

12

5

1

20

38

-

2013

Sector Deal Statistics2013 2014Buyer Type

Flexible Private Equity

(PE)24%

PE to PE18%

Public Acquirer

18%

Private Acquirer

40%

Flexible

Private Equity(PE)35%

Public Acquirer

30%

Private Acquirer

35%

Featured Sector Transactions December 2014 – British packaging manufacturer PFF Packaging Group Ltd completed an acquisition of Thermopak Ltd and it’s 65,000 square foot manufacturing facility in Gateshead, England. Thermopak manufactures thermoformed trays for the food industry and has 70 employees, all of which will be retained in the acquisition. The acquisition will enable PFF to increase its extrusion production capacity by 8,000 tonnes and support future growth for the Company. PFF has also announced plans for additional investments in equipment and infrastructure for the Gateshead plant. Thermopak will be re-named PFF Packaging North East Ltd, and operate as a wholly owned subsidiary of the PFF Packaging Group. October 2014 – Germany-based Bavaria Industries Group AG (XTRA:B8A) has completed an acquisition of the Cobelplast segment of RPC Group plc. RPC Cobelplast is a manufacturer of polystyrene and polypropylene mono and coextruded multi-layer sheets that focuses on food packaging end markets. RPC Cobelplast will retain its current management and employees in the company’s sale. Bavaria Industries Group is an industrial holding company that specializes in the takeover and reorganization of distressed companies. Bavaria Industries Group Partner Philipp Gusinde referenced a recent successful reorganization, a strong balance sheet, and its industrial orientation as reasons making RPC Cobelplast a good fit for Bavaria.

0

5

10

15

20

25

30

40

35

21

11

32

20

12

32

22

16

38

17

16

33

15

8

23

13

12

25

Num

ber

of D

eals

Strategic Financial2012 2013 20142009 2010 2011

pmcf.com

M&A Quarterly – Plastics & Packaging

8

Global Blow Molding M&A

Trends in M&A:• Blow molding M&A activity remained flat in 2014 with 22 total transactions for the second consecutive year, while deals by sector

also remained relatively consistent with prior year transaction mix• Transactions by end market shifted in 2014 despite flat overall growth, as food & beverage transactions increased by 44 percent

while no medical deals occurred versus 2013’s deal flow that featured four such transactions• Publicly traded companies were more acquisitive in the blow molding sector in 2014 relative to 2013, as their respective share of

transaction volume increased from 9 to 32 percent

Sources: P&M Corporate Finance, Plastics News, Company Reports

Transactions by Buyer Type Transactions by End Market

Food and Beverage

Industrial

Consumer

Construction

Medical

Automotive

Transportation

Electronics

Total

13

4

3

-

-

2

-

-

22

2014

9

6

3

-

4

-

-

-

22

2013

U.S.-to-U.S.

U.S.-to-Foreign

Foreign-to-U.S.

Foreign

Total

Distressed

7

1

1

13

22

4

2014

6

2

-

14

22

1

2013

Sector Deal Statistics2013 2014Buyer Type

Flexible Private Equity

(PE)36%

PE to PE14%

Private Acquirer

41%

Public Acquirer

9%

Flexible Private Equity

(PE)32%

PE to PE13%

Public Acquirer

32%

Private Acquirer

23%

Industry News:• November 2014 – Industry researchers and key professionals are very optimistic about continued growth in the blow molding space

according to a recent Plastics News survey. The current growth trend follows a very strong third quarter for blow molders. This recent Plastics News survey aimed to quantify key data points driving these growth trends within the blow molding industry, and concluded strong results. The survey identified positive growth trends in categories including new orders, export orders, produc-tion, employees, planned capital spending, and business expectations. When asked about planned changes, 38 percent planned to add employees, 27 percent planned to expand operations, and 11 percent were planning to participate in mergers/acquisitions.

• October 2014 – The Society of Plastics Engineers’ Blow Molding Division announced the award winners for its second annual blow molded parts competition. The competition’s 14 entrants were judged at the SPE Blow Molding Conference in Chicago, IL. Entrants were vying for an award in packaging or industrial, as well as a people’s choice award (one winner from each of aforementioned categories). First place in packaging went to Ontario-based W. Amsler Equipment Inc. for its set of four triangular PET bottles that fit together for efficient packaging. The winning triangular PET bottles were blow molded by Salbro Bottle. Second place went to Amcor Rigid Plastics for its PET Jack Daniels flask containers. The people’s choice award for packaging was given to Tropicana handlewear bottles, which were blow molded by Graham Packaging.

Featured Sector Transactions December 2014 – Pretium Packaging, a portfolio company of San Francisco-based private equity firm Genstar Capital, agreed to acquire Tri-Delta Plastics. Pretium Packaging is one of the nation’s largest blow molders with over 1,000 employees and 11 manu-facturing plants. The acquisition will grant Pretium a highly complementary blow molding operation, immediate access into the spice packaging end market, and allow them to expand their existing caps and closures business. Tri-Delta Plastics Founder and President Tom Dolan will advise the company through its transition preceding his planned retirement, which ultimately set the sale in motion. In a recent news release Dolan referred to Pretium Packaing as, “The best home for our company.” P&M Corporate Finance served as Tri-Delta’s financial advisor in the transaction.November 2014 – Michigan-based packaging company Plastipak Holdings, Inc. has completed an acquisition of APPE, a division of bankrupt Spanish PET group La Seda de Barcelona. APPE is a blow molder of rigid plastic packaging that specializes in PET preforms, bottles, and containers for the food, beverage, home, and personal care industries. The $478 million acquisition will ex-pand Plastipak’s capabilities and geographic footprint in Europe and add manufacturing capabilities in Northern Africa and Tur-key. Plastipak currently operates about 30 sites across the U.S,. South America, and Europe, with more than 4,000 employees.

0

5

10

15

20

25

30

35

11

11

22

12

10

22

17

10

27

10

8

18

15

15

30

Num

ber

of D

eals

Strategic Financial2012 2013 20142009 2010 2011

12

10

22

M&A Quarterly – Plastics & Packaging

PMCF

9

Additional Global Specialty Sector Activity

Trends in M&A:• M&A activity in 2014 involving specialty plastic process types, including rotational molding, foam, pipe & tube, profile extrusion,

and composites, experienced an increase in year-over-year deal volume, growing by over 20 percent of 2013’s transaction total• Deal volume among specialty processors serving industrial end markets increased by over 60 percent in 2014, as transactions

by end market trended up across the board with the exception of electronics• Strategic buyers represented a significantly higher proportion of transaction mix, increasing from 56 to 76 percent of total trans-

action volume from 2013 to 2014

FEATURED SECTOR TRANSACTIONSPipe & TubeOctober 2014 – California-based National Diversified Sales Inc. (NDS) was acquired by German company Norma Group SE (DB:NOEJ). NDS is a supplier of residential and commercial drainage components made of PVC, high density polyethylene, ABS, and other resins. Norma Group will be purchasing NDS from U.S. private equity firm Graham Partners for a reported $285 million. Norma Group cited plans to grow its water management segment as a driving factor in the NDS acquisition. NDS had sales of about $128 million in 2013 and hopes to experience steady growth by leveraging Norma Group’s substantial resources.

FoamNovember 2014 – Friedman Fleischer & Lowe (FFL), a growth oriented private equity firm focused on middle market invest-ments, completed the acquisition of Icynene Group Limited. Icynene is a leading supplier of spray polyurethane foam insulation products headquartered in Mississauga, Ontario. The Icynene brand is best known for its commercial and residential building insulation products, which have emerged as an advantageous alternative to traditional insulation. FFL Director Greg Long referenced Icynene’s strong brand image and quality product offerings when expressing his excitement about the deal. FFL pur-chased Icynene from private equity firm Element Partners whose investments reportedly helped Icyene realize EBITDA growth of around 450 percent since 2009.

CompositesOctober 2014 – Plastic compounder Citadel Plastics Holdings, a portfolio holding of private equity firm Huntsman Gay Capital, continues to grow its network of subsidiaries with the acquisition of The Composite Group. The Composite Group (TCG) operates three businesses that include Michigan-based Quantum Composite and Ohio-based companies Hadlock Plastics and Premix Inc., with combined annual sales of about $100 million. Citadel Holdings now operates 9 subsidiaries, and will use the acquisi-tion to move into new industries like oil, gas, aerospace, and defense. Citadel CEO Mike Huff expressed his excitement about continued growth for his company through the acquisition which will result in new end markets and new customer relation-ships. The TCG deal represents Citadel’s eighth acquisition since its inception in 2007.

ExtrusionNovember 2014 – South Dakota-based Raven Industries (NasdaqGS:RAVN) has added highly complementary extrusion, lami-nation, and fabrication assets with the acquisition of Integra Plastics Inc. Integra plastics is also located in South Dakota with plants in Madison and Brandon, South Dakota; as well as Midland, Texas. The deal that is worth about $48 million will give Raven additional manufacturing capacity to support its rapid growth. Raven, who is publicly traded on the NASDAQ, has seen revenues increase 18 percent during the first half of their 2015 fiscal year. The Integra transaction will include $9 million in cash and the issuance of 1.54 million shares of Raven common stock.

Source: P&M Corporate Finance, Plastics News, Company Reports

Transactions by Buyer Type Transactions by End Market

Food and Beverage

Industrial

Consumer

Construction

Medical

Automotive

Transportation

Electronics

Total

-

13

5

26

5

1

2

2

54

2013

2

21

4

29

5

1

4

-

66

2014

0

10

20

30

40

50

60

70

90

80

28

32

60 27

53

80

30

24

54

50

16

66

50

28

78

57

29

86

Num

ber

of D

eals

20132012 20142009 2010 2011Strategic Financial

pmcf.com

M&A Quarterly – Plastics & Packaging

10

PMCF Plastics & Packaging Index S&P 500 Index

Note: Chart highlights relative stock price return

Jun- 13 Sep - 13 Dec - 13 Mar-14 Jun-14 Sep- 14 Dec - 14Mar- 13Dec-1290%

110%

130%

150%

170%

100%

120%

140%

160%

PMCF Plastics & Packaging Index

PMCF Plastics & Packaging Index Valuation

• The PMCF Plastics & Packaging Index continued to outperform the S&P 500 during the fourth quarter of 2014, finishing the year trading at an over 47 percent premium relative to its December 2012 level

• Publicly traded plastics businesses also continued to receive strong stock market valuations, as the average EV/EBITDA of the index trended above 9.0x for the seventh consecutive quarter

Revenue MultipleAverageMedian

EBITDA MultipleAverageMedian

0.9x0.8x

7.4x7.3x

Q4 ‘12

1.1x1.1x

9.1x8.7x

1.0x1.0x

8.4x8.2x

Q1 ‘13

1.2x1.1x

9.3x8.8x

Q2 ‘13

1.2x1.1x

9.5x8.8x

Q3 ‘13 Q4 ‘13

1.2x1.2x

9.4x9.2x

1.2x1.1x

9.4x8.8x

Q1 ‘14

1.2x1.2x

9.4x9.3x

Q2 ‘14

1.2x1.1x

9.3x9.0x

Q3 ‘14 Q4 ‘14

Private Equity InvestmentsDollars in Billions

No. of Deals Disclosed Deal Value

Num

ber

of D

eals

0

Dea

l Val

ue ($

in B

illio

ns)

$0$50$100$150$200$250$300$350$400$450$500

2,000 4,000 6,000 8,000

10,000 12,000 14,000 16,000 18,00020,000

2008

18,784

2009

11,531

2010

10,342

2011

14,315

2012

16,126

2013

18,133

2014

16,542

Deal Volume Capital Invested

Num

ber

of D

eals

$00

Dea

l Val

ue ($

in B

illio

ns)

2008 2009

2,955

2010

2,382

2011

1,605

2012

2,235

2013

2,529

2014

2,997 2,947

$200

$400

$600

$800

$1,000

$1,200

$1,400

500

1,000

1,500

2,000

2,500

3,000

3,500

• Middle market M&A activity across all industries increased in 2014 in terms of both overall deal volume and value, posting the highest number of transactions in the last seven years

• Transaction volume and capital invested among private equity investors remained relatively flat in 2014 but marked the third straight year in which total deals exceeded 2,900

U.S. M&A Activity — Deals < $500M

U.S. Middle Market Transaction Summary (All Industries)

Source: Capital IQ, Pitchbook, and PMCF Estimates

Note: Multiples based on most recent data available as of printingSource: Capital IQ

*Includes all disclosed transaction with at least one U.S. party

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P&M Corporate Finance, LLC, and/or the analysts who prepared this market update, may own securities of one or more of the companies mentioned in this market overview.

The information provided in this market overview was obtained from sources believed to be reliable, but its accuracy cannot be guaranteed. It is not to be construed as legal, accounting, financial, or investment advice. Information, opinions, and estimates reflect P&M Corporate Finance, LLC’s judgment as of the date of publication and are subject to change without notice. P&M Corporate Finance, LLC undertakes no obligation to notify any recipient of this market overview of any such change.

The charts and graphs used in this market overview have been compiled by P&M Corporate Finance, LLC solely for illustrative purposes. All charts are as of the date of issuance of this market overview, unless otherwise noted.

The PMCF Plastics Index may not be inclusive of all companies in the plastics industry and is not a composite index of the plastic industry sector returns. Index and sector returns are past performance which is not an indicator of future results.

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