QUARTON INTERNATIONAL North America Middle Market Transaction Update | Q1 2016 Quarton International is a premier investment banking firm providing M&A, capital raising, and related advisory services to middle-market companies in North America and Europe. Quarton International’s principals have a combined track record of more than 500 transactions in 30 different countries with a total transaction value exceeding $15 billion. Focus Sectors: Automotive & Diversified Industrial Consumer Retail & E-commerce Technology, Media & Telecommunication Real Estate Healthcare Business Services Seller’s Market Continues into 2016 Valuation Multiples Continue to Climb Middle market M&A continues to generate high valuations, with enterprise value/EBITDA multiples averaging 8.2x for 2015, the highest levels since 2007. Strategic buyers remain positioned with healthy balance sheets and are more aggressively putting capital to work to achieve growth. Additionally, private equity firms have substantial dry powder to deploy, creating a highly competitive environment for transactions. A lack of organic growth and availability of capital in the market has increased competition and valuation premiums for attractive businesses. In addition, middle market leverage multiples surpassed its peak in 2014, with Debt/EBITDA multiples averaging 3.9x in 2015. GF Data reported the premium paid for businesses in 2015 with above average financial performance increased to 23%, the largest spread over the past four years. The increased premium is evidence of the high level of competition amongst buyers for high quality businesses. Scarcity Value for High Quality Businesses 8.5x 23% 8.0x 5% 7.5x 7.4x 6.9x 6.8x 7.0x Recent Transactions: 11% 13% 6.3x 6.5x 6.0x 6.0x 6.2x 6.0x 6.0x 5.5x 5.0x 4.5x has been acquired by 4.0x 2012 2013 Other Buyouts 2014 Buyouts With Above Average Financials 2015 Note: Above average financials are defined as buyouts with TTM EBITDA margins and revenue growth rates both above 10%, or one above 12% and the other metric at least 8%. Source: GF Data. Increased Deal Activity Ahead Tubular Products Business has been acquired by After a slow start to the year, activity is beginning to pick-up in the M&A market. With the recent volatility in the stock market in China, early signs of tightening in the credit markets and political uncertainty, many sellers that have been contemplating selling their business over the next year or two are seeking to capitalize on the favorable market dynamics before conditions change. As a result, we anticipate deal volume to be robust in Q2 and Q3 this year. PAGE | 1 North America Middle Market Transaction Update | Q1 2016 Transaction Environment Deal Volume – Q4 ’15 middle market disclosed transaction volume (enterprise value between $10 million and $250 million) increased 12% compared to Q3 ’15 and decreased 3% year-over-year. Similar with recent history, 2015 finished the year strong with the highest quarter for middle market transaction volume, which resulted in annual volume increasing 4% compared to 2014. We expect the pace to continue into 2016 as the deal environment remains highly attractive to buyers and sellers. Deal Value – Aggregate deal value of middle market transactions in Q4 ’15 increased 13% sequentially and decreased 8% year-over-year. The decrease in aggregate deal value, during a period of increased transaction volume, signifies an increase in transactions at the lower end of the middle market. In response to competition among financial and strategic buyers, we have received increased interest from buyers for businesses outside of historical investment parameters. Transaction Multiples – Middle market enterprise value/EBITDA multiples decreased slightly from 8.4x in Q3 ’15 to 8.3x in Q4 ’15, resulting in transaction multiples averaging 8.2x in 2015 compared to 7.8x in 2014. Favorable market conditions and competition for premium assets supported increased valuation multiples throughout the year. Middle Market Average TEV/EBITDA Transaction Multiples(1) 9.0x 8.2x 8.2x 7.8x 8.0x 7.6x 7.5x 7.2x 7.2x 7.2x 7.0x 5.8x 6.0x 5.0x 4.0x 3.0x 2007 (1) 2008 2009 2010 2011 2012 2013 2014 2015 Transactions between $10 and $250 million with TEV/EBITDA multiples < 15x; excludes technology, media and telecom Source: Quarton International Research and S&P Capital IQ Average Equity Contribution of Middle Market Transactions (1) 60% 53.3% 49.9% 48.5% 50% 49.8% 49.7% 46.7% 46.6% 43.5% 42.4% 40% 30% Debt Financing Markets – Lending conditions remained favorable throughout the year with total debt/EBITDA multiples averaging 3.9x. Debt multiples surpassed prior peak levels set in 2014 demonstrating the current favorable lending environment. We believe leverage multiples are near peak levels and expect markets to remain favorable in the near-term, despite recent changes made by The Federal Reserve. 20% 10% 0% 2007 Middle Market PE Capital Raised $3.0 S&P 500 Total Cash Balance 5.0x 2010 2011 2012 2013 2014 2015 Senior Debt/EBITDA Sub Debt/EBITDA 4.5x $2.5 $35 $30 $2.0 $25 $1.5 $20 $15 $1.0 $10 $0.5 $5 S&P Total Cash Balance ($ in Trillions) $40 PE Capital Raised ($ in Billions) 2009 Average Credit Statistics of Middle Market Transactions(1) Strategic and Financial Capital Availability $45 2008 (1) Transactions with enterprise values of $10 million to $250 million Source: GF Data 4.0x 3.7x 3.3x 3.5x 1.0x 3.4x 1.0x 1.1x 0.8x 2.3x 2.4x 2.4x 2.6x 2.7x 2010 2011 2012 2013 2014 2.7x 0.8x 2.5x 3.9x 0.9x 1.0x 1.0x 2.0x 1.5x 3.5x 3.1x 0.9x 3.0x 3.7x 3.4x 2.8x 2.3x 1.0x 3.0x 1.7x 0.5x 0.0x 2007 Source: PitchBook and S&P Capital IQ Q4 '15 Q3 '15 Q2 '15 Q1 '15 Q4 '14 Q3 '14 Q2 '14 Q1 '14 Q4 '13 Q3 '13 Q2 '13 Q1 '13 Q4 '12 Q3 '12 Q2 '12 Q1 '12 Q4 '11 Q3 '11 Q2 '11 $- Q1 '11 $- (1) 2008 2009 2015 Transactions with enterprise values of $10 million to $250 million Source: GF Data PAGE | 2 North America Middle Market Transaction Update | Q1 2016 Economic Environment Gross Domestic Product – Real gross domestic product grew at an annual rate of 1.0% in Q4 ‘15, according to Bureau of Economic Analysis (BEA) estimates. The slowdown in Q4 ‘15, compared to past two quarters, was primarily attributed to cutbacks in inventory spending as companies reduced excess supply. The deceleration was also related to increased imports caused by a strong U.S. Dollar, and reduced exports as a result of global economic uncertainty. Although businesses decreased investment activity for a second straight quarter, the labor market strengthened and consumer confidence remains high, providing a positive outlook. Change in Real Gross Domestic Product Quarter over Quarter 5% 4.6% 4.3% 3% 3.9% 3.8% 4% 3.0% 2.7% 1.9% 2% 2.1% 1.9% 2.0% 1.1% 1.0% 1% 0.6% 0.5% 0.1% 0% -1% -0.9% Q4 '15 Q3 '15 Q2 '15 Q1 '15 Q4 '14 Q3 '14 Q2 '14 Q1 '14 Q4 '13 Q3 '13 Q2 '13 Q1 '13 Q4 '12 Q3 '12 Q2 '12 Q1 '12 -2% Consumer Confidence – The Thomson Reuters/University of Michigan Surveys of Consumers reported that consumer confidence decreased slightly to 91.7 in February from 92.0 in January. Consumer confidence remains high as personal finances are benefiting from low inflation and inexpensive gas prices. Despite increases to disposable income, consumers are beginning to raise concern related to the overall economy and recent volatility in the financial markets. Source: Bureau of Economic Analysis Consumer Confidence Index 120 100 94 87 89 84 82 83 82 83 85 80 98 96 95 93 96 93 92 91 87 93 92 92 90 91 80 Employment – Nonfarm payroll employment rose by 151,000 jobs in January, decreasing the unemployment rate to 4.9%. The most significant increase in jobs came from the retail sector, followed by increases in the food services, health care and manufacturing industries. Job growth was offset by decreases in the private education, transportation and warehousing sectors. 60 40 20 0 Source: Thomson Reuters/University of Michigan Surveys of Consumers Average U.S. Conventional Retail Gasoline Prices Unemployment Rate 7.5% $4.00 $3.50 $3.00 6.5% $2.50 $2.00 $1.72 5.5% 4.9% $1.50 $1.00 Source: U.S. Energy Information Administration 4.5% Source: Bureau of Labor Statistics PAGE | 3 North America Middle Market Transaction Update | Q1 2016 Recent Transactions Tubular Products Business formed a joint venture with has been acquired by has been acquired by has been acquired by Medical Device Manufacturer Provider of Engineered Building Products Manufacturer of Electric Resistance Welded Steel Tubing Provider of Plumbing Hand Tools has been acquired by has been acquired by has been acquired by has been acquired by Building Project Developer Provider of Vacuum Impregnation Sealing Solutions Advisor and Service Provider for Affordable Housing Data and Document Management Software Solutions Provider Office Locations Berlin, Germany Schönhauser Allee 10/11 10119 Berlin +49 (341) 98 379 0 Detroit, USA 300 Park Street, Suite 480 Birmingham, MI 48009 +1 (248) 594-0400 London, England Newcombe House, 6th Floor 45 Notting Hill Gate London W11 3LQ +44 (207) 243 4764 Graz, Austria Glacisstraße 27 8010 Graz +49 (341) 98 379 0 Munich, Germany Theatinerstrasse 7 80333 Munich +49 (89) 2000 393 0 Leipzig, Germany Universitaetsstrasse 14 04109 Leipzig +49 (341) 98 379 0 Zurich, Switzerland Winkelwiese 2 8001 Zurich +41 (44) 265 40 80 This material is for your private information, and we are not soliciting any action based upon it. This material is for general information only and should not be read as containing advice or recommendations. It has not been prepared taking into account any person’s particular objectives or needs. Any person should consider whether the information is appropriate to their needs or seek advice before making a decision based on this information. The material is based upon information that we consider reliable, but we do not represent that it is accurate or complete, and it should not be relied upon as such. Opinions expressed are our current opinions as of the date appearing on this material only. While we endeavor to update on a reasonable basis the information discussed in this material, there may be regulatory, compliance, or other reasons that prevent us from doing so. No part of this material may be (i) copied, photocopied or duplicated in any form by any means or (ii) redistributed without Quarton International’s’ prior written consent. 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