valuation mania: how long will today's seller market last?
TRANSCRIPT
Jordan Knauff amp CompanyINVESTMENT BANKERS
December 10 2014
Proprietary amp Confidential
Disclaimer The views expressed herein are those of Bill Snow and do not represent the opinions of Jordan Knauff amp Company
The information contained herein should not be relied upon for making investment decisions
Valuation Mania
How Long Will Todayrsquos Seller
Market Last
Jordan Knauff amp CompanyINVESTMENT BANKERS
2
Biographies of Panel Members
Patrick Jensen
Patrick is a Managing Director of Prairie Capital and is responsible for sourcing and evaluating potential
investments structuring and negotiating transactions and working with portfolio companies Prior to joining
Prairie Capital in 2012 Patrick enjoyed a successful fifteen-year career in investment banking most recently
as a Managing Director in the Chicago office of Duff amp Phelps which he joined in 2000 Patrick began his
career at Vine Street Partners Inc a boutique investment bank focused on sell-side buy-side and capital
raising transactions
With over 15 years dedicated to the middle market Patrick has closed more than 50 transactions working
predominately with entrepreneurs families and privately held businesses Patrick graduated from the
University of Illinois with a BS in Finance He received his MBA from the Kellogg School of Management at
Northwestern University
Patrick Jensen is not affiliated with Jordan Knauff amp Company
Frederick ldquoRickrdquo Kaufmann III
Rick is a Senior Vice President Relationship Manager for FirstMerit Bank He has 25 yearsrsquo experience
building commercial banking relationships and financing transactions ranging from SBA loans to international
public companies The majority of his experience is working with middle market privately held companies Rick
began his banking career at Northern Trust Bank and has worked at Household International Cole Taylor
Bank GE Capital and Charter One BankRBS He has worked with a wide variety of mid-size businesses and
industries in the Chicagoland area placing loans for growth capital acquisitions recapitalizations bond issues
letters of credit real estate mortgages leases private placements private equity transactions and mergers amp
acquisition financing
Rick also co-funded an Internet company in 1998 and subsequently a telecommunications consulting and
investment banking firm Rick has a BA from University of Michigan and an MBA from University of Illinois
in ChampaignUrbana He was an NCAA All American Gymnast on Still Rings and graduate of The Second
City Conservatory for Improv
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Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
3
Biographies of Panel Members
Harry Cendrowski CPAABV CGMA CFF CFE CVA CFD MAFF
Harry is a founding member and managing director of Cendrowski Corporate Advisors (CCA) Over his 30-
year career he has worked hand-in-hand with public and private businesses private equity and venture capital
funds attorneys and non-profit organizations He has helped businesses mitigate risks and streamline their
operations and has served as an expert witness in numerous cases involving economic damages analyses
contract disputes lost profit analyses business valuations and partnership disputes
Harry is an advocate for assisting families and children in need and he is a dedicated supporter of womenrsquos
professional associations He is a co-author of The Handbook of Fraud Deterrence Private Equity History
Governance and Operations Enterprise Risk Management and COSO A Guide for Directors Executives and
Practitioners and Cloud Computing and Electronic Discovery all published by John Wiley amp Sons He is a
contributor to Computer Fraud Casebook the Bytes that Byte a textbook centered on fraud examination
Harry Cendrowski is not affiliated with Jordan Knauff amp Company
Steven Tonhaiser CFA CAIA Vice President and Sr Portfolio Manager
Steven manages all the FirstMerit PrivateBank investment portfolios both institutional and individual for Illinois
clients Prior to FirstMerit Steven was at Feldman Securities where he worked for 8 years serving as
Managing Director and Chief Investment Officer Steven also spent 14 years at LaSalle Street Capital
ManagementLaSalle National Bank where he served as Fixed Income Analyst and Portfolio Manager Head
Fixed Income Trader and Trust Operations Manager
Steven has extensive experience in equity fixed income and alternative investment analysis holds an MBA
with distinction from DePaul University and is currently working on his MS in Quantitative Economics at
Northwestern University
Steven Tonhaiser is not affiliated with Jordan Knauff amp Company
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Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential4
Biography of Moderator
William R Snow
Bill is a Managing Director with Jordan Knauff amp Company a middle-market investment banking firm Bill has
more than 25 years of business experience and over 10 years of transaction work His background includes
managerial operational sales and financial positions with consulting firms venture-funded companies
publicly-traded retailers and online marketing companies He has successfully advised sell-side and buy-side
transactions in a range of industries including business services distribution marketingadvertising consumer
products data marketing software live event services telecommunications security services food and
beverage equipment and commercial cleaning
Bill is the author of Mergers amp Acquisitions For Dummies (John Wiley amp Sons Inc 2011) and Venture Capital
101 (self-published 2003) Bill has a BS in finance and an MBA in entrepreneurship both from DePaul
University and is registered with FINRA (series 62 63 79) He has lectured at Northwestern University
DePaul University IIT-Kent Harvard Business School and numerous professional groups
5
Are Valuations Up
Surfeit of Capital ndash Loose
Money
ndash Federal Reserve
ndash Banks
ndash Corporate Balance Sheets
ndash PE and VC Funds
Inflation
ndash Stocks
ndash Gold
ndash Oil
ndash MampA Valuations
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Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
6
Snapshot of the Liquidity in Our System
CanadaUS
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
To review the detailed report including sources Please see ldquoStatus of the Capital Markets Cash Liquidity The Storehouse of Capitalrdquo in appendix A of this
document
Summary of the Storehouses of Capital
Banking System (reserve deposits) $26 trillion $119 trillion
Finance Companies $013 trillion
Non-financial Corporate Balance Sheets $124 trillion $028 trillion
with Offshoring Adjustment
Venture Capital Private Equity Uninvested Commitments$05 trillion
Public and Private Pension Funds $095 trillion $006 trillion
$542 trillion + $153 trillion
Endowments (US amp Canada) + $001 trillion
Total Cash Liquidity Pool (October 2014) $696 trillion
Jordan Knauff amp CompanyINVESTMENT BANKERS
7
Federal Reserve Balance Sheet
3 Rounds of QE
FOMC ndash treasury buying
Two largest owners of US
Federal Government debt
are
1 The US Federal Government
(Social Security Trust
Funds)
2 The US Federal Government
(the Federal Reserve
banks)
Wall Street Journal The Fed Favors Guidance Over Bond Buys Oct 29 2014
httpblogswsjcomeconomics20141029the-fed-favors-guidance-over-bond-buysKEYWORDS=federal+reserve+balance+sheet
US Economy (Aboutcom) Who Owns the US National Debt Sept 22 2014
httpuseconomyaboutcomodmonetarypolicyfWho-Owns-US-National-Debthtm
FactCheckorg Who Holds Our Debt Nov 19 2013
httpwwwfactcheckorg201311who-holds-our-debt
Fed balance sheet begins
massive expansion in late
lsquo08
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Confidential
8
ZIRP ndash Zero Interest Rate Policy
Source Federal Reserve
httpwwwfederalreservegovdatadownloadBuildaspxrel=H15
Federal Reserve Discount has
been less than 1 since
December lsquo08 Thatrsquos six years ndash
unprecedented
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Confidential
9
Stock Market
Dow Jones Industrial Average began
recent run up in early 2009
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Confidential
Source Yahoo Finance ndash as of Dec 3 2014
httpsfinanceyahoocomechartss=5EDJI+Interactive7B22range223A7B22start223A222008-01-
01T183A003A00000Z222C22end223A222014-12-03T183A003A00000Z227D2C22scale223A22linear227D
10
Oil
Crude prices began recent run up in late 2008
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Confidential
Source Crude Oil Price
httpwwwinfominecominvestmentmetal-pricescrude-oilall
11
Gold
Began recent run up in late 2008
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Confidential
Source USA Gold
httpwwwusagoldcomreferencepriceshistoryhtml
Jordan Knauff amp CompanyINVESTMENT BANKERS
12
MampA Valuations - Anecdotally speaking
In my roll as a middle-market investment banker
Everyone wants to buy
I receive 10-20 unsolicited calls and emails every week from private equity firms
ndash ldquoJust want to talkrdquo
ndash Even more frenzied than last run up in lsquo06-rsquo08
Irsquom hearing stories of acquirers bidding 7X 8X 10X even more and losing
ndash Nice solid businesses but not the next Facebook or Google
ndash ldquo6X is the new 5Xrdquo - Patrick Jensen
Demand for acquisitions far outstrips supply of companies going to market
ndash Approximately 3300 PE firms headquartered in US
ndash Approximately 2000-2500 deals per year (2124 in 2013)
The views expressed herein are those of Bill Snow and do not represent the opinions of Jordan Knauff amp Company The information contained herein
should not be relied upon for making investment decisions
Private Equity Growth Capital Council August 2014
httpwwwpegccorgeducationpe-by-the-numbers
Pitchbook PE Breakdown 2014 Annual Report p 4
httppitchbookcomdownloadhtmlid=2014_Annual_US_PE_Breakdown_Reportampkey=aGEW9PfrO1JWh09o
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Confidential
13
In June 2014 Federal Reserve Board agreed to end QE in OctoberNew York Times July 9 2014
httpwwwnytimescom20140710businessfederal-reserve-june-minutes-detail-end-of-bond-buying-program-
html_r=0
Source NASDAQ Dec 4 2014
httpwwwnasdaqcommarketscrude-oil-brentaspxtimeframe=1y
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Confidential
In Oct 2014 The Fed hintedindicatedteased it may begin raising
interest rates in 2015 ndash probably in the summer or laterBloomberg Oct 7 2014
httpwwwbloombergcomnews2014-10-07dudley-calls-forecast-for-mid-2015-rate-rise-reasonable-html
Oil prices immediately began to
fall
Oil prices fell
faster
14copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Source Bank For International Settlements
httpwwwbisorgbcbsbasel3basel3_phase_in_arrangements
Jordan Knauff amp CompanyINVESTMENT BANKERS
15
Panel Discussion
Todayrsquos valuations ndash Unusual High About the same
ndash Any worry or concerns
ndash How are buyers financing MampA deals
Is now the time ndash Take advantage of todayrsquos valuations
ndash Or wait Tomorrow might mean higher profits but lower multiples
ndash Financial planning in a low interest rate environment
Effects of a tighter monetary policy ndash Is the window closing Tighter money (end of QE end of ZIRP)
ndash How will Basel III affect commercial lending (and by extension valuations)
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Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
16
Contact info
Patrick J Jensen
Managing Director
Prairie Capital LP
191 North Wacker Drive
Suite 800
Chicago IL 60606
312-360-1133 x 244
pjensenprairie-capitalcom
Harry Cendrowski
Managing Director
Cendrowski Corporate Advisors
(866) 717-1607
180 North LaSalle Street
Suite 2620
Chicago IL 60601
hccendselcom
Steven Tonhaiser
Vice President ndash Portfolio
Manager
FirstMerit Private Bank
222 N LaSalle Street
Suite1200
Chicago IL 60601
312-429-3619
StevenTonhaiserFirstMeritcom
Frederick R Kaufmann
Senior Vice President
First Merit Bank
847-391-6283
678 Lee St
Des Plaines IL 60016
frederickkaufmannfirstmeritco
m
Bill Snow
Managing Director
Jordan Knauff amp Company
200 W Madison Street
Suite 980
Chicago IL 60606
312-254-5904
wsnowjordanknauffcom
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Confidential
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17
Appendix A ndash Status of the Capital Markets
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Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
December 2014
Proprietary amp Confidential
Status of the Capital Markets
Cash Liquidity
The Storehouses of Capital
Jordan Knauff amp CompanyINVESTMENT BANKERS
19
Why Cash Liquidity(1) is Important in the Middle-Market
For mergers and acquisitions (MampA) transactions in the middle-market one of
the most important concerns is the amount of liquidity in the marketplace Greater
liquidity can result in easier borrowing at lower rates Thus the cash positions of
central bank reserves and non-banking finance companies (NBFCs) provide a
general forecast for middle-market MampA Much like in real estate the ability to borrow
at low rates usually increases the prices paid for assets and decreases the
transaction time as more money chases a shrinking pool of desirable deals
However NBFCs and commercial banks do not frequently engage in MampA
activities themselves except as strategic buyers in their own industries Private
equity (PE) and strategic buyers are by far the most frequent participants in MampA
Thus a forecast for the market can be obtained by measuring the level of
uncommitted funds in PE and the amount of cash residing on corporate balance
sheets supplemented by the amount of cash reserves available to their financiers
the commercial banks This is the ldquodry powderrdquo that fuels the MampA middle-market
High levels of uninvested funds lead to pressure from investors to put capital to good
use or return cash to the Limited Partners of PE funds and shareholders of cash rich
corporations This pressure can create an excellent climate for pitching deals
____________________
(1) Cash liquidity is defined as cash and cash equivalents for the purpose of this analysis
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Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
20
Status of the Capital Markets Cash Liquidity
Banking System (reserve deposits)
US = $26 trillion(1) Canada = $119
trillion(2)
____________________
(1) Federal Reserve Bank of St Louis Federal Reserve Economic Data October 1 2014
(2) Bank of Canada Table 176-0025 - Chartered bank assets and liabilities and monetary aggregates monthly average seasonally adjusted Conversion
rate of 1 CAD = 092925 USD
$0
$500
$1000
$1500
$2000
$2500
$3000
1959 1966 1974 1981 1989 1996 2004 2011
Billio
ns
of
Do
llars
Excess Reserves of Depository InstitutionsOctober 2014
0
10
20
30
40
50
60
70
$0
$200
$400
$600
$800
$1000
$1200
$1400
1974 1979 1984 1989 1994 1999 2004 2009 2014
Billio
ns
of
Can
ad
ian
Do
llars
Chartered Canadian Deposits in Excess of LoansSeptember 2014
Excess Deposits of Deposits in Excess of Current Loans
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Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
21
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes on Banking System Cash Liquidity
ndash The Canadian banking system does not require official levels of cash reserves as in the
UK and Australia The data we have compiled to approximate US excess reserves is the
amount by which Canadian Chartered Bank Deposits exceed recorded loans
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Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
22
Status of the Capital Markets Cash Liquidity (contrsquod)
Finance Companies
US = $013 trillion(1)
____________________
(1) Federal Reserve Bank of St Louis Domestic finance companies cash and cash equivalents outstanding quarterly not seasonally adjusted September
22 2014
$100
$105
$110
$115
$120
$125
$130
$135
$140
Q4 2010 Q2 2011 Q4 2011 Q2 2012 Q4 2012 Q2 2013 Q4 2013 Q2 2014
Billio
ns
of
Do
llars
Total Cash OutstandingSecond Quarter 2014
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Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
23
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes on Finance Companies
ndash Canada does not collect national level data on this sector
ndash The Federal Reserve defines finance companies as firms meeting the following criteria(1)
50 or more of assets are business or consumer loans or leases
The institution does not accept deposits and
The institution is not an industrial loan corporation
____________________
(1) Federal Reserve FR3033s Instructions to Survey of Finance Companies December 31 2013
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Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
24
Status of the Capital Markets Cash Liquidity (contrsquod)
Non-financial Corporate Balance Sheets
US = $18 trillion(1) Canada = $028
trillion(3)
____________________
(1) Board of Governors of the Federal Reserve System Z1 Financial Accounts of the United States ndash Second Quarter 2014 September 18 2014 p 70
(2) JP Morgan Asset Management
(3) Statistics Canada Table 187-0001 - Quarterly balance sheet and income statement Conversion rate of 1 CAD = 092925 USD
14
16
18
20
22
24
26
28
30
00 01 02 03 04 05 06 07 08 09 10 11 12 13
Corporate Cash as a Percent of Current Assets (2)
SampP 500 Companies at December 2013
$0
$500
$1000
$1500
$2000
$2500
1945 1951 1957 1963 1969 1975 1981 1987 1993 1999 2005 2011
Billio
ns
of
Do
llars
Non-financial Corporate Liquid AssetsSecond Quarter 2014
$0
$50
$100
$150
$200
$250
$300
$350
00 01 02 03 04 05 06 07 08 09 10 11 12 13 14
Billio
ns
of
Can
ad
ian
Do
llars
Cash and Deposits of N on-financial FirmsSecond Quarter 2014
12
14
16
18
20
22
24
26
28
30
00 01 02 03 04 05 06 07 08 09 10 11 12 13 14
Cash and Deposits of Non-financial Firms
as a Percent of Current Assets(3)
Second Quarter 2014
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25
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes to Non-financial Corporate Balance Sheets
ndash Canada conducts quarterly surveys of all non-financial incorporated entities The total
amount of cash and cash equivalents is projected from these quarterly samples Response
to the survey is compulsory(1)
ndash Canada and the US both use the same GAAP standard(2) to define cash and cash
equivalents with very small differences related to recording of transactions at trade or
settlement date Cash is either currency on hand or demand deposits held at banks Cash
equivalents(3) are any of the following assets asset-backed securities certificates of
deposit time deposits municipal government agency securities commercial paper
credit debit card receivables and money market funds at carrying value that meet the
conditions of having an original maturity of le90 days and are readily convertible to known
amounts of cash
____________________
(1) Statistics Canada Definitions Data Sources and Methods Quarterly Survey of Financial Statements p 2
(2) PwC Similarities and Differences A comparison of Brazilian GAAP IFRS US GAAP and Canadian GAAP for Investment Funds p 8
(3) Federal Accounting Standards Board FAS 95 Statement of Cash Flows paragraphs 7 ndash 10
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26
US Corporate Cash Offshore
As many media outlets and congressional reports have noted large amounts of
US corporate cash is officially domiciled offshore to defer recognition for tax
purposes
According to Moodyrsquos Investor Service offshore cash constituted 577 of US
corporate cash reserves(1)
Although this cash is officially domiciled offshore in foreign subsidiaries
investigations by Senator Carl Levin have revealed that at least 46 of offshore
reserves are present in the US financial system(2)
As a result we estimate that 311 of US corporate cash reserves are both
offshore and not present in the US financial systemUS Cash on Balance Sheets Less
Actually Offshored Cash
US = $124 trillion
____________________
(1) Richard Waters ldquoCorporate Americarsquos Overseas Cash Pile Rises to $947 Billionrdquo Financial Times March 31 2014
(2) United States Senate Permanent Subcommittee on Investigations Committee on Homeland Security and Governmental Affairs Carl Levin Chairman
Offshore Funds Located Onshore Majority Staff Report Addendum December 14 2011
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27
Status of the Capital Markets Cash Liquidity (contrsquod)
Venture Capital Private Equity Uninvested Commitments
US = $05 trillion(1)
____________________
(1) Pitchbook Data 2H 2014 US PE amp VC Fundraising amp Capital Overhang Report July 31 2014 p 9 16
$541 $526 $504 $484 $497 $509 $486
$94 $92 $85 $78 $76 $69$58
$0
$100
$200
$300
$400
$500
$600
$700
2007 2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
PE and VC Capital OverhangDecember 2013
Private Equity Venture Capital
$635$562 $578 $544$618 $589 $573
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28
Status of the Capital Markets Cash Liquidity (contrsquod)
Public and Private Pension Funds
US = $188 trillion(1) Canada = $13
trillion(2)
Average 50 Cash Balance = ~ US $9500 Billion Average 50 Cash Balance = ~ US $650 Billion
____________________
(1) Towers Watson Global Pension Assets Study February 5 2014
(2) Statistics Canada Table 280-0003 - Trusteed pension funds market and book value of assets by foreign and domestic holdings quarterly Conversion
rate of 1 CAD = 092925 USD
$8000
$10000
$12000
$14000
$16000
$18000
$20000
2008 2009 2010 2011 2012 2013E
Bil
lio
ns
of
Do
lla
rs
Pension Fund Assets
0
1
2
3
4
5
6
7
8
$0
$200
$400
$600
$800
$1000
$1200
$1400
$1600
2000 2002 2004 2006 2008 2010 2012 2014
Bil
lio
ns
of
Ca
na
dia
n D
oll
ars
Pension Fund AssetsFirst Quarter 2014
Total Assets Cash PE and VC
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29
Status of the Capital Markets Cash Liquidity (contrsquod)
Endowments
US and Canada = $045 trillion(1)
Average 40 Cash Balance = ~ $180 billion Currently 30 Cash Balance = ~
$136 billion
____________________
(1) National Association of College and University Business Officers Annual Commonfund Study of Endowment Results In US dollars
0
2
4
6
8
10
12
$0
$50
$100
$150
$200
$250
$300
$350
$400
$450
$500
2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Total Assets of US and Canadian Endowments
with Selected Allocations
Total Endowment Funds Private Equity Cash
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30
Status of the Capital Markets Cash Liquidity (contrsquod)
Insurance
____________________
(1) Federal Insurance Office US Department of the Treasury Annual Report on the Insurance Industry September 2014
(2) Prequin Ltd Prequin Special Report Insurance Companies Investing in Private Equity 2012
$115
$120
$125
$130
$135
$140
$145
$150
$155
$160
2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Allocation of US Insurance Firms to Private Equity(2)
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31
Status of the Capital Markets Cash Liquidity (contrsquod)
Business Development Companies (BDC)
ndash Defined in a 1980 amendment to the Investment Company Act of 1940
ndash A BDC may be either private or publicly traded
ndash BDCs are similar to a closed-end mutual fund or REIT with the following investment
restrictions
A BDC must only purchase equity or offer debt to non-public firms with more than $2 million in capital
and surplus but less than $4 million in assets and
A BDC must provide significant managerial assistance to the firms in its debt and equity portfolios
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32
The Impact of Liquidity in the Current MampA Climate
An increasingly important factor in the MampA market is the presence of pension
insurance endowment and family office funds These investors are typically focused
on much longer term investment than other market participants The public frequently
views these participants as conservative investors benefitting ldquowidows and orphansrdquo
However the long liability horizons and predictable pay out requirements for these
participants enable them to place large portions of their assets in illiquid long-term
investments Although trends indicate that these funds are increasing their level of
direct investment in private firms the vast majority of these participantsrsquo impact on the
MampA market is via PE funds The lower the yields on fixed income the more
desirable PE investments become The willingness of PE firms to launch new funds
often depends on the participation and sponsorship of these institutional investors
A secular trend of low returning fixed income assets and large amounts of
corporate cash currently prevails This environment leads PE operators into being
more inclined to fill launched funds quickly in order to launch subsequent funds while
conditions are still favorable for institutional investments The desire of PE funds to
make hay while the sun shines is augmented by corporate cash flowing into strategic
acquisitions which places even more upward pressure on MampA pricing All of these
factors point to a prime sellersrsquo market in MampA
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
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33
Status of the Capital Markets Cash Liquidity (contrsquod)
Summary of the Storehouses of Capital
Banking System (reserve deposits) $26 trillion $119 trillion
Finance Companies $013 trillion
Non-financial Corporate Balance Sheets $124 trillion $028 trillion
with Offshoring Adjustment
Venture Capital Private Equity Uninvested Commitments$05 trillion
Public and Private Pension Funds $095 trillion $006 trillion
$542 trillion + $153 trillion
Endowments (US amp Canada) + $001 trillion
CanadaUS
Total Cash Liquidity Pool (October 2014) $696 trillion
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Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
2
Biographies of Panel Members
Patrick Jensen
Patrick is a Managing Director of Prairie Capital and is responsible for sourcing and evaluating potential
investments structuring and negotiating transactions and working with portfolio companies Prior to joining
Prairie Capital in 2012 Patrick enjoyed a successful fifteen-year career in investment banking most recently
as a Managing Director in the Chicago office of Duff amp Phelps which he joined in 2000 Patrick began his
career at Vine Street Partners Inc a boutique investment bank focused on sell-side buy-side and capital
raising transactions
With over 15 years dedicated to the middle market Patrick has closed more than 50 transactions working
predominately with entrepreneurs families and privately held businesses Patrick graduated from the
University of Illinois with a BS in Finance He received his MBA from the Kellogg School of Management at
Northwestern University
Patrick Jensen is not affiliated with Jordan Knauff amp Company
Frederick ldquoRickrdquo Kaufmann III
Rick is a Senior Vice President Relationship Manager for FirstMerit Bank He has 25 yearsrsquo experience
building commercial banking relationships and financing transactions ranging from SBA loans to international
public companies The majority of his experience is working with middle market privately held companies Rick
began his banking career at Northern Trust Bank and has worked at Household International Cole Taylor
Bank GE Capital and Charter One BankRBS He has worked with a wide variety of mid-size businesses and
industries in the Chicagoland area placing loans for growth capital acquisitions recapitalizations bond issues
letters of credit real estate mortgages leases private placements private equity transactions and mergers amp
acquisition financing
Rick also co-funded an Internet company in 1998 and subsequently a telecommunications consulting and
investment banking firm Rick has a BA from University of Michigan and an MBA from University of Illinois
in ChampaignUrbana He was an NCAA All American Gymnast on Still Rings and graduate of The Second
City Conservatory for Improv
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
3
Biographies of Panel Members
Harry Cendrowski CPAABV CGMA CFF CFE CVA CFD MAFF
Harry is a founding member and managing director of Cendrowski Corporate Advisors (CCA) Over his 30-
year career he has worked hand-in-hand with public and private businesses private equity and venture capital
funds attorneys and non-profit organizations He has helped businesses mitigate risks and streamline their
operations and has served as an expert witness in numerous cases involving economic damages analyses
contract disputes lost profit analyses business valuations and partnership disputes
Harry is an advocate for assisting families and children in need and he is a dedicated supporter of womenrsquos
professional associations He is a co-author of The Handbook of Fraud Deterrence Private Equity History
Governance and Operations Enterprise Risk Management and COSO A Guide for Directors Executives and
Practitioners and Cloud Computing and Electronic Discovery all published by John Wiley amp Sons He is a
contributor to Computer Fraud Casebook the Bytes that Byte a textbook centered on fraud examination
Harry Cendrowski is not affiliated with Jordan Knauff amp Company
Steven Tonhaiser CFA CAIA Vice President and Sr Portfolio Manager
Steven manages all the FirstMerit PrivateBank investment portfolios both institutional and individual for Illinois
clients Prior to FirstMerit Steven was at Feldman Securities where he worked for 8 years serving as
Managing Director and Chief Investment Officer Steven also spent 14 years at LaSalle Street Capital
ManagementLaSalle National Bank where he served as Fixed Income Analyst and Portfolio Manager Head
Fixed Income Trader and Trust Operations Manager
Steven has extensive experience in equity fixed income and alternative investment analysis holds an MBA
with distinction from DePaul University and is currently working on his MS in Quantitative Economics at
Northwestern University
Steven Tonhaiser is not affiliated with Jordan Knauff amp Company
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential4
Biography of Moderator
William R Snow
Bill is a Managing Director with Jordan Knauff amp Company a middle-market investment banking firm Bill has
more than 25 years of business experience and over 10 years of transaction work His background includes
managerial operational sales and financial positions with consulting firms venture-funded companies
publicly-traded retailers and online marketing companies He has successfully advised sell-side and buy-side
transactions in a range of industries including business services distribution marketingadvertising consumer
products data marketing software live event services telecommunications security services food and
beverage equipment and commercial cleaning
Bill is the author of Mergers amp Acquisitions For Dummies (John Wiley amp Sons Inc 2011) and Venture Capital
101 (self-published 2003) Bill has a BS in finance and an MBA in entrepreneurship both from DePaul
University and is registered with FINRA (series 62 63 79) He has lectured at Northwestern University
DePaul University IIT-Kent Harvard Business School and numerous professional groups
5
Are Valuations Up
Surfeit of Capital ndash Loose
Money
ndash Federal Reserve
ndash Banks
ndash Corporate Balance Sheets
ndash PE and VC Funds
Inflation
ndash Stocks
ndash Gold
ndash Oil
ndash MampA Valuations
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
6
Snapshot of the Liquidity in Our System
CanadaUS
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
To review the detailed report including sources Please see ldquoStatus of the Capital Markets Cash Liquidity The Storehouse of Capitalrdquo in appendix A of this
document
Summary of the Storehouses of Capital
Banking System (reserve deposits) $26 trillion $119 trillion
Finance Companies $013 trillion
Non-financial Corporate Balance Sheets $124 trillion $028 trillion
with Offshoring Adjustment
Venture Capital Private Equity Uninvested Commitments$05 trillion
Public and Private Pension Funds $095 trillion $006 trillion
$542 trillion + $153 trillion
Endowments (US amp Canada) + $001 trillion
Total Cash Liquidity Pool (October 2014) $696 trillion
Jordan Knauff amp CompanyINVESTMENT BANKERS
7
Federal Reserve Balance Sheet
3 Rounds of QE
FOMC ndash treasury buying
Two largest owners of US
Federal Government debt
are
1 The US Federal Government
(Social Security Trust
Funds)
2 The US Federal Government
(the Federal Reserve
banks)
Wall Street Journal The Fed Favors Guidance Over Bond Buys Oct 29 2014
httpblogswsjcomeconomics20141029the-fed-favors-guidance-over-bond-buysKEYWORDS=federal+reserve+balance+sheet
US Economy (Aboutcom) Who Owns the US National Debt Sept 22 2014
httpuseconomyaboutcomodmonetarypolicyfWho-Owns-US-National-Debthtm
FactCheckorg Who Holds Our Debt Nov 19 2013
httpwwwfactcheckorg201311who-holds-our-debt
Fed balance sheet begins
massive expansion in late
lsquo08
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
8
ZIRP ndash Zero Interest Rate Policy
Source Federal Reserve
httpwwwfederalreservegovdatadownloadBuildaspxrel=H15
Federal Reserve Discount has
been less than 1 since
December lsquo08 Thatrsquos six years ndash
unprecedented
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
9
Stock Market
Dow Jones Industrial Average began
recent run up in early 2009
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Source Yahoo Finance ndash as of Dec 3 2014
httpsfinanceyahoocomechartss=5EDJI+Interactive7B22range223A7B22start223A222008-01-
01T183A003A00000Z222C22end223A222014-12-03T183A003A00000Z227D2C22scale223A22linear227D
10
Oil
Crude prices began recent run up in late 2008
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Source Crude Oil Price
httpwwwinfominecominvestmentmetal-pricescrude-oilall
11
Gold
Began recent run up in late 2008
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Source USA Gold
httpwwwusagoldcomreferencepriceshistoryhtml
Jordan Knauff amp CompanyINVESTMENT BANKERS
12
MampA Valuations - Anecdotally speaking
In my roll as a middle-market investment banker
Everyone wants to buy
I receive 10-20 unsolicited calls and emails every week from private equity firms
ndash ldquoJust want to talkrdquo
ndash Even more frenzied than last run up in lsquo06-rsquo08
Irsquom hearing stories of acquirers bidding 7X 8X 10X even more and losing
ndash Nice solid businesses but not the next Facebook or Google
ndash ldquo6X is the new 5Xrdquo - Patrick Jensen
Demand for acquisitions far outstrips supply of companies going to market
ndash Approximately 3300 PE firms headquartered in US
ndash Approximately 2000-2500 deals per year (2124 in 2013)
The views expressed herein are those of Bill Snow and do not represent the opinions of Jordan Knauff amp Company The information contained herein
should not be relied upon for making investment decisions
Private Equity Growth Capital Council August 2014
httpwwwpegccorgeducationpe-by-the-numbers
Pitchbook PE Breakdown 2014 Annual Report p 4
httppitchbookcomdownloadhtmlid=2014_Annual_US_PE_Breakdown_Reportampkey=aGEW9PfrO1JWh09o
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
13
In June 2014 Federal Reserve Board agreed to end QE in OctoberNew York Times July 9 2014
httpwwwnytimescom20140710businessfederal-reserve-june-minutes-detail-end-of-bond-buying-program-
html_r=0
Source NASDAQ Dec 4 2014
httpwwwnasdaqcommarketscrude-oil-brentaspxtimeframe=1y
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
In Oct 2014 The Fed hintedindicatedteased it may begin raising
interest rates in 2015 ndash probably in the summer or laterBloomberg Oct 7 2014
httpwwwbloombergcomnews2014-10-07dudley-calls-forecast-for-mid-2015-rate-rise-reasonable-html
Oil prices immediately began to
fall
Oil prices fell
faster
14copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Source Bank For International Settlements
httpwwwbisorgbcbsbasel3basel3_phase_in_arrangements
Jordan Knauff amp CompanyINVESTMENT BANKERS
15
Panel Discussion
Todayrsquos valuations ndash Unusual High About the same
ndash Any worry or concerns
ndash How are buyers financing MampA deals
Is now the time ndash Take advantage of todayrsquos valuations
ndash Or wait Tomorrow might mean higher profits but lower multiples
ndash Financial planning in a low interest rate environment
Effects of a tighter monetary policy ndash Is the window closing Tighter money (end of QE end of ZIRP)
ndash How will Basel III affect commercial lending (and by extension valuations)
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
16
Contact info
Patrick J Jensen
Managing Director
Prairie Capital LP
191 North Wacker Drive
Suite 800
Chicago IL 60606
312-360-1133 x 244
pjensenprairie-capitalcom
Harry Cendrowski
Managing Director
Cendrowski Corporate Advisors
(866) 717-1607
180 North LaSalle Street
Suite 2620
Chicago IL 60601
hccendselcom
Steven Tonhaiser
Vice President ndash Portfolio
Manager
FirstMerit Private Bank
222 N LaSalle Street
Suite1200
Chicago IL 60601
312-429-3619
StevenTonhaiserFirstMeritcom
Frederick R Kaufmann
Senior Vice President
First Merit Bank
847-391-6283
678 Lee St
Des Plaines IL 60016
frederickkaufmannfirstmeritco
m
Bill Snow
Managing Director
Jordan Knauff amp Company
200 W Madison Street
Suite 980
Chicago IL 60606
312-254-5904
wsnowjordanknauffcom
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
17
Appendix A ndash Status of the Capital Markets
copy Jordan Knauff amp Company member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
December 2014
Proprietary amp Confidential
Status of the Capital Markets
Cash Liquidity
The Storehouses of Capital
Jordan Knauff amp CompanyINVESTMENT BANKERS
19
Why Cash Liquidity(1) is Important in the Middle-Market
For mergers and acquisitions (MampA) transactions in the middle-market one of
the most important concerns is the amount of liquidity in the marketplace Greater
liquidity can result in easier borrowing at lower rates Thus the cash positions of
central bank reserves and non-banking finance companies (NBFCs) provide a
general forecast for middle-market MampA Much like in real estate the ability to borrow
at low rates usually increases the prices paid for assets and decreases the
transaction time as more money chases a shrinking pool of desirable deals
However NBFCs and commercial banks do not frequently engage in MampA
activities themselves except as strategic buyers in their own industries Private
equity (PE) and strategic buyers are by far the most frequent participants in MampA
Thus a forecast for the market can be obtained by measuring the level of
uncommitted funds in PE and the amount of cash residing on corporate balance
sheets supplemented by the amount of cash reserves available to their financiers
the commercial banks This is the ldquodry powderrdquo that fuels the MampA middle-market
High levels of uninvested funds lead to pressure from investors to put capital to good
use or return cash to the Limited Partners of PE funds and shareholders of cash rich
corporations This pressure can create an excellent climate for pitching deals
____________________
(1) Cash liquidity is defined as cash and cash equivalents for the purpose of this analysis
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
20
Status of the Capital Markets Cash Liquidity
Banking System (reserve deposits)
US = $26 trillion(1) Canada = $119
trillion(2)
____________________
(1) Federal Reserve Bank of St Louis Federal Reserve Economic Data October 1 2014
(2) Bank of Canada Table 176-0025 - Chartered bank assets and liabilities and monetary aggregates monthly average seasonally adjusted Conversion
rate of 1 CAD = 092925 USD
$0
$500
$1000
$1500
$2000
$2500
$3000
1959 1966 1974 1981 1989 1996 2004 2011
Billio
ns
of
Do
llars
Excess Reserves of Depository InstitutionsOctober 2014
0
10
20
30
40
50
60
70
$0
$200
$400
$600
$800
$1000
$1200
$1400
1974 1979 1984 1989 1994 1999 2004 2009 2014
Billio
ns
of
Can
ad
ian
Do
llars
Chartered Canadian Deposits in Excess of LoansSeptember 2014
Excess Deposits of Deposits in Excess of Current Loans
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
21
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes on Banking System Cash Liquidity
ndash The Canadian banking system does not require official levels of cash reserves as in the
UK and Australia The data we have compiled to approximate US excess reserves is the
amount by which Canadian Chartered Bank Deposits exceed recorded loans
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
22
Status of the Capital Markets Cash Liquidity (contrsquod)
Finance Companies
US = $013 trillion(1)
____________________
(1) Federal Reserve Bank of St Louis Domestic finance companies cash and cash equivalents outstanding quarterly not seasonally adjusted September
22 2014
$100
$105
$110
$115
$120
$125
$130
$135
$140
Q4 2010 Q2 2011 Q4 2011 Q2 2012 Q4 2012 Q2 2013 Q4 2013 Q2 2014
Billio
ns
of
Do
llars
Total Cash OutstandingSecond Quarter 2014
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
23
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes on Finance Companies
ndash Canada does not collect national level data on this sector
ndash The Federal Reserve defines finance companies as firms meeting the following criteria(1)
50 or more of assets are business or consumer loans or leases
The institution does not accept deposits and
The institution is not an industrial loan corporation
____________________
(1) Federal Reserve FR3033s Instructions to Survey of Finance Companies December 31 2013
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
24
Status of the Capital Markets Cash Liquidity (contrsquod)
Non-financial Corporate Balance Sheets
US = $18 trillion(1) Canada = $028
trillion(3)
____________________
(1) Board of Governors of the Federal Reserve System Z1 Financial Accounts of the United States ndash Second Quarter 2014 September 18 2014 p 70
(2) JP Morgan Asset Management
(3) Statistics Canada Table 187-0001 - Quarterly balance sheet and income statement Conversion rate of 1 CAD = 092925 USD
14
16
18
20
22
24
26
28
30
00 01 02 03 04 05 06 07 08 09 10 11 12 13
Corporate Cash as a Percent of Current Assets (2)
SampP 500 Companies at December 2013
$0
$500
$1000
$1500
$2000
$2500
1945 1951 1957 1963 1969 1975 1981 1987 1993 1999 2005 2011
Billio
ns
of
Do
llars
Non-financial Corporate Liquid AssetsSecond Quarter 2014
$0
$50
$100
$150
$200
$250
$300
$350
00 01 02 03 04 05 06 07 08 09 10 11 12 13 14
Billio
ns
of
Can
ad
ian
Do
llars
Cash and Deposits of N on-financial FirmsSecond Quarter 2014
12
14
16
18
20
22
24
26
28
30
00 01 02 03 04 05 06 07 08 09 10 11 12 13 14
Cash and Deposits of Non-financial Firms
as a Percent of Current Assets(3)
Second Quarter 2014
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
25
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes to Non-financial Corporate Balance Sheets
ndash Canada conducts quarterly surveys of all non-financial incorporated entities The total
amount of cash and cash equivalents is projected from these quarterly samples Response
to the survey is compulsory(1)
ndash Canada and the US both use the same GAAP standard(2) to define cash and cash
equivalents with very small differences related to recording of transactions at trade or
settlement date Cash is either currency on hand or demand deposits held at banks Cash
equivalents(3) are any of the following assets asset-backed securities certificates of
deposit time deposits municipal government agency securities commercial paper
credit debit card receivables and money market funds at carrying value that meet the
conditions of having an original maturity of le90 days and are readily convertible to known
amounts of cash
____________________
(1) Statistics Canada Definitions Data Sources and Methods Quarterly Survey of Financial Statements p 2
(2) PwC Similarities and Differences A comparison of Brazilian GAAP IFRS US GAAP and Canadian GAAP for Investment Funds p 8
(3) Federal Accounting Standards Board FAS 95 Statement of Cash Flows paragraphs 7 ndash 10
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
26
US Corporate Cash Offshore
As many media outlets and congressional reports have noted large amounts of
US corporate cash is officially domiciled offshore to defer recognition for tax
purposes
According to Moodyrsquos Investor Service offshore cash constituted 577 of US
corporate cash reserves(1)
Although this cash is officially domiciled offshore in foreign subsidiaries
investigations by Senator Carl Levin have revealed that at least 46 of offshore
reserves are present in the US financial system(2)
As a result we estimate that 311 of US corporate cash reserves are both
offshore and not present in the US financial systemUS Cash on Balance Sheets Less
Actually Offshored Cash
US = $124 trillion
____________________
(1) Richard Waters ldquoCorporate Americarsquos Overseas Cash Pile Rises to $947 Billionrdquo Financial Times March 31 2014
(2) United States Senate Permanent Subcommittee on Investigations Committee on Homeland Security and Governmental Affairs Carl Levin Chairman
Offshore Funds Located Onshore Majority Staff Report Addendum December 14 2011
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
27
Status of the Capital Markets Cash Liquidity (contrsquod)
Venture Capital Private Equity Uninvested Commitments
US = $05 trillion(1)
____________________
(1) Pitchbook Data 2H 2014 US PE amp VC Fundraising amp Capital Overhang Report July 31 2014 p 9 16
$541 $526 $504 $484 $497 $509 $486
$94 $92 $85 $78 $76 $69$58
$0
$100
$200
$300
$400
$500
$600
$700
2007 2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
PE and VC Capital OverhangDecember 2013
Private Equity Venture Capital
$635$562 $578 $544$618 $589 $573
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
28
Status of the Capital Markets Cash Liquidity (contrsquod)
Public and Private Pension Funds
US = $188 trillion(1) Canada = $13
trillion(2)
Average 50 Cash Balance = ~ US $9500 Billion Average 50 Cash Balance = ~ US $650 Billion
____________________
(1) Towers Watson Global Pension Assets Study February 5 2014
(2) Statistics Canada Table 280-0003 - Trusteed pension funds market and book value of assets by foreign and domestic holdings quarterly Conversion
rate of 1 CAD = 092925 USD
$8000
$10000
$12000
$14000
$16000
$18000
$20000
2008 2009 2010 2011 2012 2013E
Bil
lio
ns
of
Do
lla
rs
Pension Fund Assets
0
1
2
3
4
5
6
7
8
$0
$200
$400
$600
$800
$1000
$1200
$1400
$1600
2000 2002 2004 2006 2008 2010 2012 2014
Bil
lio
ns
of
Ca
na
dia
n D
oll
ars
Pension Fund AssetsFirst Quarter 2014
Total Assets Cash PE and VC
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
29
Status of the Capital Markets Cash Liquidity (contrsquod)
Endowments
US and Canada = $045 trillion(1)
Average 40 Cash Balance = ~ $180 billion Currently 30 Cash Balance = ~
$136 billion
____________________
(1) National Association of College and University Business Officers Annual Commonfund Study of Endowment Results In US dollars
0
2
4
6
8
10
12
$0
$50
$100
$150
$200
$250
$300
$350
$400
$450
$500
2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Total Assets of US and Canadian Endowments
with Selected Allocations
Total Endowment Funds Private Equity Cash
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
30
Status of the Capital Markets Cash Liquidity (contrsquod)
Insurance
____________________
(1) Federal Insurance Office US Department of the Treasury Annual Report on the Insurance Industry September 2014
(2) Prequin Ltd Prequin Special Report Insurance Companies Investing in Private Equity 2012
$115
$120
$125
$130
$135
$140
$145
$150
$155
$160
2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Allocation of US Insurance Firms to Private Equity(2)
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
31
Status of the Capital Markets Cash Liquidity (contrsquod)
Business Development Companies (BDC)
ndash Defined in a 1980 amendment to the Investment Company Act of 1940
ndash A BDC may be either private or publicly traded
ndash BDCs are similar to a closed-end mutual fund or REIT with the following investment
restrictions
A BDC must only purchase equity or offer debt to non-public firms with more than $2 million in capital
and surplus but less than $4 million in assets and
A BDC must provide significant managerial assistance to the firms in its debt and equity portfolios
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
32
The Impact of Liquidity in the Current MampA Climate
An increasingly important factor in the MampA market is the presence of pension
insurance endowment and family office funds These investors are typically focused
on much longer term investment than other market participants The public frequently
views these participants as conservative investors benefitting ldquowidows and orphansrdquo
However the long liability horizons and predictable pay out requirements for these
participants enable them to place large portions of their assets in illiquid long-term
investments Although trends indicate that these funds are increasing their level of
direct investment in private firms the vast majority of these participantsrsquo impact on the
MampA market is via PE funds The lower the yields on fixed income the more
desirable PE investments become The willingness of PE firms to launch new funds
often depends on the participation and sponsorship of these institutional investors
A secular trend of low returning fixed income assets and large amounts of
corporate cash currently prevails This environment leads PE operators into being
more inclined to fill launched funds quickly in order to launch subsequent funds while
conditions are still favorable for institutional investments The desire of PE funds to
make hay while the sun shines is augmented by corporate cash flowing into strategic
acquisitions which places even more upward pressure on MampA pricing All of these
factors point to a prime sellersrsquo market in MampA
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
33
Status of the Capital Markets Cash Liquidity (contrsquod)
Summary of the Storehouses of Capital
Banking System (reserve deposits) $26 trillion $119 trillion
Finance Companies $013 trillion
Non-financial Corporate Balance Sheets $124 trillion $028 trillion
with Offshoring Adjustment
Venture Capital Private Equity Uninvested Commitments$05 trillion
Public and Private Pension Funds $095 trillion $006 trillion
$542 trillion + $153 trillion
Endowments (US amp Canada) + $001 trillion
CanadaUS
Total Cash Liquidity Pool (October 2014) $696 trillion
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
3
Biographies of Panel Members
Harry Cendrowski CPAABV CGMA CFF CFE CVA CFD MAFF
Harry is a founding member and managing director of Cendrowski Corporate Advisors (CCA) Over his 30-
year career he has worked hand-in-hand with public and private businesses private equity and venture capital
funds attorneys and non-profit organizations He has helped businesses mitigate risks and streamline their
operations and has served as an expert witness in numerous cases involving economic damages analyses
contract disputes lost profit analyses business valuations and partnership disputes
Harry is an advocate for assisting families and children in need and he is a dedicated supporter of womenrsquos
professional associations He is a co-author of The Handbook of Fraud Deterrence Private Equity History
Governance and Operations Enterprise Risk Management and COSO A Guide for Directors Executives and
Practitioners and Cloud Computing and Electronic Discovery all published by John Wiley amp Sons He is a
contributor to Computer Fraud Casebook the Bytes that Byte a textbook centered on fraud examination
Harry Cendrowski is not affiliated with Jordan Knauff amp Company
Steven Tonhaiser CFA CAIA Vice President and Sr Portfolio Manager
Steven manages all the FirstMerit PrivateBank investment portfolios both institutional and individual for Illinois
clients Prior to FirstMerit Steven was at Feldman Securities where he worked for 8 years serving as
Managing Director and Chief Investment Officer Steven also spent 14 years at LaSalle Street Capital
ManagementLaSalle National Bank where he served as Fixed Income Analyst and Portfolio Manager Head
Fixed Income Trader and Trust Operations Manager
Steven has extensive experience in equity fixed income and alternative investment analysis holds an MBA
with distinction from DePaul University and is currently working on his MS in Quantitative Economics at
Northwestern University
Steven Tonhaiser is not affiliated with Jordan Knauff amp Company
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential4
Biography of Moderator
William R Snow
Bill is a Managing Director with Jordan Knauff amp Company a middle-market investment banking firm Bill has
more than 25 years of business experience and over 10 years of transaction work His background includes
managerial operational sales and financial positions with consulting firms venture-funded companies
publicly-traded retailers and online marketing companies He has successfully advised sell-side and buy-side
transactions in a range of industries including business services distribution marketingadvertising consumer
products data marketing software live event services telecommunications security services food and
beverage equipment and commercial cleaning
Bill is the author of Mergers amp Acquisitions For Dummies (John Wiley amp Sons Inc 2011) and Venture Capital
101 (self-published 2003) Bill has a BS in finance and an MBA in entrepreneurship both from DePaul
University and is registered with FINRA (series 62 63 79) He has lectured at Northwestern University
DePaul University IIT-Kent Harvard Business School and numerous professional groups
5
Are Valuations Up
Surfeit of Capital ndash Loose
Money
ndash Federal Reserve
ndash Banks
ndash Corporate Balance Sheets
ndash PE and VC Funds
Inflation
ndash Stocks
ndash Gold
ndash Oil
ndash MampA Valuations
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
6
Snapshot of the Liquidity in Our System
CanadaUS
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
To review the detailed report including sources Please see ldquoStatus of the Capital Markets Cash Liquidity The Storehouse of Capitalrdquo in appendix A of this
document
Summary of the Storehouses of Capital
Banking System (reserve deposits) $26 trillion $119 trillion
Finance Companies $013 trillion
Non-financial Corporate Balance Sheets $124 trillion $028 trillion
with Offshoring Adjustment
Venture Capital Private Equity Uninvested Commitments$05 trillion
Public and Private Pension Funds $095 trillion $006 trillion
$542 trillion + $153 trillion
Endowments (US amp Canada) + $001 trillion
Total Cash Liquidity Pool (October 2014) $696 trillion
Jordan Knauff amp CompanyINVESTMENT BANKERS
7
Federal Reserve Balance Sheet
3 Rounds of QE
FOMC ndash treasury buying
Two largest owners of US
Federal Government debt
are
1 The US Federal Government
(Social Security Trust
Funds)
2 The US Federal Government
(the Federal Reserve
banks)
Wall Street Journal The Fed Favors Guidance Over Bond Buys Oct 29 2014
httpblogswsjcomeconomics20141029the-fed-favors-guidance-over-bond-buysKEYWORDS=federal+reserve+balance+sheet
US Economy (Aboutcom) Who Owns the US National Debt Sept 22 2014
httpuseconomyaboutcomodmonetarypolicyfWho-Owns-US-National-Debthtm
FactCheckorg Who Holds Our Debt Nov 19 2013
httpwwwfactcheckorg201311who-holds-our-debt
Fed balance sheet begins
massive expansion in late
lsquo08
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
8
ZIRP ndash Zero Interest Rate Policy
Source Federal Reserve
httpwwwfederalreservegovdatadownloadBuildaspxrel=H15
Federal Reserve Discount has
been less than 1 since
December lsquo08 Thatrsquos six years ndash
unprecedented
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
9
Stock Market
Dow Jones Industrial Average began
recent run up in early 2009
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Source Yahoo Finance ndash as of Dec 3 2014
httpsfinanceyahoocomechartss=5EDJI+Interactive7B22range223A7B22start223A222008-01-
01T183A003A00000Z222C22end223A222014-12-03T183A003A00000Z227D2C22scale223A22linear227D
10
Oil
Crude prices began recent run up in late 2008
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Source Crude Oil Price
httpwwwinfominecominvestmentmetal-pricescrude-oilall
11
Gold
Began recent run up in late 2008
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Source USA Gold
httpwwwusagoldcomreferencepriceshistoryhtml
Jordan Knauff amp CompanyINVESTMENT BANKERS
12
MampA Valuations - Anecdotally speaking
In my roll as a middle-market investment banker
Everyone wants to buy
I receive 10-20 unsolicited calls and emails every week from private equity firms
ndash ldquoJust want to talkrdquo
ndash Even more frenzied than last run up in lsquo06-rsquo08
Irsquom hearing stories of acquirers bidding 7X 8X 10X even more and losing
ndash Nice solid businesses but not the next Facebook or Google
ndash ldquo6X is the new 5Xrdquo - Patrick Jensen
Demand for acquisitions far outstrips supply of companies going to market
ndash Approximately 3300 PE firms headquartered in US
ndash Approximately 2000-2500 deals per year (2124 in 2013)
The views expressed herein are those of Bill Snow and do not represent the opinions of Jordan Knauff amp Company The information contained herein
should not be relied upon for making investment decisions
Private Equity Growth Capital Council August 2014
httpwwwpegccorgeducationpe-by-the-numbers
Pitchbook PE Breakdown 2014 Annual Report p 4
httppitchbookcomdownloadhtmlid=2014_Annual_US_PE_Breakdown_Reportampkey=aGEW9PfrO1JWh09o
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
13
In June 2014 Federal Reserve Board agreed to end QE in OctoberNew York Times July 9 2014
httpwwwnytimescom20140710businessfederal-reserve-june-minutes-detail-end-of-bond-buying-program-
html_r=0
Source NASDAQ Dec 4 2014
httpwwwnasdaqcommarketscrude-oil-brentaspxtimeframe=1y
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
In Oct 2014 The Fed hintedindicatedteased it may begin raising
interest rates in 2015 ndash probably in the summer or laterBloomberg Oct 7 2014
httpwwwbloombergcomnews2014-10-07dudley-calls-forecast-for-mid-2015-rate-rise-reasonable-html
Oil prices immediately began to
fall
Oil prices fell
faster
14copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Source Bank For International Settlements
httpwwwbisorgbcbsbasel3basel3_phase_in_arrangements
Jordan Knauff amp CompanyINVESTMENT BANKERS
15
Panel Discussion
Todayrsquos valuations ndash Unusual High About the same
ndash Any worry or concerns
ndash How are buyers financing MampA deals
Is now the time ndash Take advantage of todayrsquos valuations
ndash Or wait Tomorrow might mean higher profits but lower multiples
ndash Financial planning in a low interest rate environment
Effects of a tighter monetary policy ndash Is the window closing Tighter money (end of QE end of ZIRP)
ndash How will Basel III affect commercial lending (and by extension valuations)
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
16
Contact info
Patrick J Jensen
Managing Director
Prairie Capital LP
191 North Wacker Drive
Suite 800
Chicago IL 60606
312-360-1133 x 244
pjensenprairie-capitalcom
Harry Cendrowski
Managing Director
Cendrowski Corporate Advisors
(866) 717-1607
180 North LaSalle Street
Suite 2620
Chicago IL 60601
hccendselcom
Steven Tonhaiser
Vice President ndash Portfolio
Manager
FirstMerit Private Bank
222 N LaSalle Street
Suite1200
Chicago IL 60601
312-429-3619
StevenTonhaiserFirstMeritcom
Frederick R Kaufmann
Senior Vice President
First Merit Bank
847-391-6283
678 Lee St
Des Plaines IL 60016
frederickkaufmannfirstmeritco
m
Bill Snow
Managing Director
Jordan Knauff amp Company
200 W Madison Street
Suite 980
Chicago IL 60606
312-254-5904
wsnowjordanknauffcom
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
17
Appendix A ndash Status of the Capital Markets
copy Jordan Knauff amp Company member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
December 2014
Proprietary amp Confidential
Status of the Capital Markets
Cash Liquidity
The Storehouses of Capital
Jordan Knauff amp CompanyINVESTMENT BANKERS
19
Why Cash Liquidity(1) is Important in the Middle-Market
For mergers and acquisitions (MampA) transactions in the middle-market one of
the most important concerns is the amount of liquidity in the marketplace Greater
liquidity can result in easier borrowing at lower rates Thus the cash positions of
central bank reserves and non-banking finance companies (NBFCs) provide a
general forecast for middle-market MampA Much like in real estate the ability to borrow
at low rates usually increases the prices paid for assets and decreases the
transaction time as more money chases a shrinking pool of desirable deals
However NBFCs and commercial banks do not frequently engage in MampA
activities themselves except as strategic buyers in their own industries Private
equity (PE) and strategic buyers are by far the most frequent participants in MampA
Thus a forecast for the market can be obtained by measuring the level of
uncommitted funds in PE and the amount of cash residing on corporate balance
sheets supplemented by the amount of cash reserves available to their financiers
the commercial banks This is the ldquodry powderrdquo that fuels the MampA middle-market
High levels of uninvested funds lead to pressure from investors to put capital to good
use or return cash to the Limited Partners of PE funds and shareholders of cash rich
corporations This pressure can create an excellent climate for pitching deals
____________________
(1) Cash liquidity is defined as cash and cash equivalents for the purpose of this analysis
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
20
Status of the Capital Markets Cash Liquidity
Banking System (reserve deposits)
US = $26 trillion(1) Canada = $119
trillion(2)
____________________
(1) Federal Reserve Bank of St Louis Federal Reserve Economic Data October 1 2014
(2) Bank of Canada Table 176-0025 - Chartered bank assets and liabilities and monetary aggregates monthly average seasonally adjusted Conversion
rate of 1 CAD = 092925 USD
$0
$500
$1000
$1500
$2000
$2500
$3000
1959 1966 1974 1981 1989 1996 2004 2011
Billio
ns
of
Do
llars
Excess Reserves of Depository InstitutionsOctober 2014
0
10
20
30
40
50
60
70
$0
$200
$400
$600
$800
$1000
$1200
$1400
1974 1979 1984 1989 1994 1999 2004 2009 2014
Billio
ns
of
Can
ad
ian
Do
llars
Chartered Canadian Deposits in Excess of LoansSeptember 2014
Excess Deposits of Deposits in Excess of Current Loans
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
21
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes on Banking System Cash Liquidity
ndash The Canadian banking system does not require official levels of cash reserves as in the
UK and Australia The data we have compiled to approximate US excess reserves is the
amount by which Canadian Chartered Bank Deposits exceed recorded loans
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
22
Status of the Capital Markets Cash Liquidity (contrsquod)
Finance Companies
US = $013 trillion(1)
____________________
(1) Federal Reserve Bank of St Louis Domestic finance companies cash and cash equivalents outstanding quarterly not seasonally adjusted September
22 2014
$100
$105
$110
$115
$120
$125
$130
$135
$140
Q4 2010 Q2 2011 Q4 2011 Q2 2012 Q4 2012 Q2 2013 Q4 2013 Q2 2014
Billio
ns
of
Do
llars
Total Cash OutstandingSecond Quarter 2014
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
23
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes on Finance Companies
ndash Canada does not collect national level data on this sector
ndash The Federal Reserve defines finance companies as firms meeting the following criteria(1)
50 or more of assets are business or consumer loans or leases
The institution does not accept deposits and
The institution is not an industrial loan corporation
____________________
(1) Federal Reserve FR3033s Instructions to Survey of Finance Companies December 31 2013
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
24
Status of the Capital Markets Cash Liquidity (contrsquod)
Non-financial Corporate Balance Sheets
US = $18 trillion(1) Canada = $028
trillion(3)
____________________
(1) Board of Governors of the Federal Reserve System Z1 Financial Accounts of the United States ndash Second Quarter 2014 September 18 2014 p 70
(2) JP Morgan Asset Management
(3) Statistics Canada Table 187-0001 - Quarterly balance sheet and income statement Conversion rate of 1 CAD = 092925 USD
14
16
18
20
22
24
26
28
30
00 01 02 03 04 05 06 07 08 09 10 11 12 13
Corporate Cash as a Percent of Current Assets (2)
SampP 500 Companies at December 2013
$0
$500
$1000
$1500
$2000
$2500
1945 1951 1957 1963 1969 1975 1981 1987 1993 1999 2005 2011
Billio
ns
of
Do
llars
Non-financial Corporate Liquid AssetsSecond Quarter 2014
$0
$50
$100
$150
$200
$250
$300
$350
00 01 02 03 04 05 06 07 08 09 10 11 12 13 14
Billio
ns
of
Can
ad
ian
Do
llars
Cash and Deposits of N on-financial FirmsSecond Quarter 2014
12
14
16
18
20
22
24
26
28
30
00 01 02 03 04 05 06 07 08 09 10 11 12 13 14
Cash and Deposits of Non-financial Firms
as a Percent of Current Assets(3)
Second Quarter 2014
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
25
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes to Non-financial Corporate Balance Sheets
ndash Canada conducts quarterly surveys of all non-financial incorporated entities The total
amount of cash and cash equivalents is projected from these quarterly samples Response
to the survey is compulsory(1)
ndash Canada and the US both use the same GAAP standard(2) to define cash and cash
equivalents with very small differences related to recording of transactions at trade or
settlement date Cash is either currency on hand or demand deposits held at banks Cash
equivalents(3) are any of the following assets asset-backed securities certificates of
deposit time deposits municipal government agency securities commercial paper
credit debit card receivables and money market funds at carrying value that meet the
conditions of having an original maturity of le90 days and are readily convertible to known
amounts of cash
____________________
(1) Statistics Canada Definitions Data Sources and Methods Quarterly Survey of Financial Statements p 2
(2) PwC Similarities and Differences A comparison of Brazilian GAAP IFRS US GAAP and Canadian GAAP for Investment Funds p 8
(3) Federal Accounting Standards Board FAS 95 Statement of Cash Flows paragraphs 7 ndash 10
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
26
US Corporate Cash Offshore
As many media outlets and congressional reports have noted large amounts of
US corporate cash is officially domiciled offshore to defer recognition for tax
purposes
According to Moodyrsquos Investor Service offshore cash constituted 577 of US
corporate cash reserves(1)
Although this cash is officially domiciled offshore in foreign subsidiaries
investigations by Senator Carl Levin have revealed that at least 46 of offshore
reserves are present in the US financial system(2)
As a result we estimate that 311 of US corporate cash reserves are both
offshore and not present in the US financial systemUS Cash on Balance Sheets Less
Actually Offshored Cash
US = $124 trillion
____________________
(1) Richard Waters ldquoCorporate Americarsquos Overseas Cash Pile Rises to $947 Billionrdquo Financial Times March 31 2014
(2) United States Senate Permanent Subcommittee on Investigations Committee on Homeland Security and Governmental Affairs Carl Levin Chairman
Offshore Funds Located Onshore Majority Staff Report Addendum December 14 2011
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
27
Status of the Capital Markets Cash Liquidity (contrsquod)
Venture Capital Private Equity Uninvested Commitments
US = $05 trillion(1)
____________________
(1) Pitchbook Data 2H 2014 US PE amp VC Fundraising amp Capital Overhang Report July 31 2014 p 9 16
$541 $526 $504 $484 $497 $509 $486
$94 $92 $85 $78 $76 $69$58
$0
$100
$200
$300
$400
$500
$600
$700
2007 2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
PE and VC Capital OverhangDecember 2013
Private Equity Venture Capital
$635$562 $578 $544$618 $589 $573
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
28
Status of the Capital Markets Cash Liquidity (contrsquod)
Public and Private Pension Funds
US = $188 trillion(1) Canada = $13
trillion(2)
Average 50 Cash Balance = ~ US $9500 Billion Average 50 Cash Balance = ~ US $650 Billion
____________________
(1) Towers Watson Global Pension Assets Study February 5 2014
(2) Statistics Canada Table 280-0003 - Trusteed pension funds market and book value of assets by foreign and domestic holdings quarterly Conversion
rate of 1 CAD = 092925 USD
$8000
$10000
$12000
$14000
$16000
$18000
$20000
2008 2009 2010 2011 2012 2013E
Bil
lio
ns
of
Do
lla
rs
Pension Fund Assets
0
1
2
3
4
5
6
7
8
$0
$200
$400
$600
$800
$1000
$1200
$1400
$1600
2000 2002 2004 2006 2008 2010 2012 2014
Bil
lio
ns
of
Ca
na
dia
n D
oll
ars
Pension Fund AssetsFirst Quarter 2014
Total Assets Cash PE and VC
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
29
Status of the Capital Markets Cash Liquidity (contrsquod)
Endowments
US and Canada = $045 trillion(1)
Average 40 Cash Balance = ~ $180 billion Currently 30 Cash Balance = ~
$136 billion
____________________
(1) National Association of College and University Business Officers Annual Commonfund Study of Endowment Results In US dollars
0
2
4
6
8
10
12
$0
$50
$100
$150
$200
$250
$300
$350
$400
$450
$500
2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Total Assets of US and Canadian Endowments
with Selected Allocations
Total Endowment Funds Private Equity Cash
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
30
Status of the Capital Markets Cash Liquidity (contrsquod)
Insurance
____________________
(1) Federal Insurance Office US Department of the Treasury Annual Report on the Insurance Industry September 2014
(2) Prequin Ltd Prequin Special Report Insurance Companies Investing in Private Equity 2012
$115
$120
$125
$130
$135
$140
$145
$150
$155
$160
2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Allocation of US Insurance Firms to Private Equity(2)
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
31
Status of the Capital Markets Cash Liquidity (contrsquod)
Business Development Companies (BDC)
ndash Defined in a 1980 amendment to the Investment Company Act of 1940
ndash A BDC may be either private or publicly traded
ndash BDCs are similar to a closed-end mutual fund or REIT with the following investment
restrictions
A BDC must only purchase equity or offer debt to non-public firms with more than $2 million in capital
and surplus but less than $4 million in assets and
A BDC must provide significant managerial assistance to the firms in its debt and equity portfolios
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
32
The Impact of Liquidity in the Current MampA Climate
An increasingly important factor in the MampA market is the presence of pension
insurance endowment and family office funds These investors are typically focused
on much longer term investment than other market participants The public frequently
views these participants as conservative investors benefitting ldquowidows and orphansrdquo
However the long liability horizons and predictable pay out requirements for these
participants enable them to place large portions of their assets in illiquid long-term
investments Although trends indicate that these funds are increasing their level of
direct investment in private firms the vast majority of these participantsrsquo impact on the
MampA market is via PE funds The lower the yields on fixed income the more
desirable PE investments become The willingness of PE firms to launch new funds
often depends on the participation and sponsorship of these institutional investors
A secular trend of low returning fixed income assets and large amounts of
corporate cash currently prevails This environment leads PE operators into being
more inclined to fill launched funds quickly in order to launch subsequent funds while
conditions are still favorable for institutional investments The desire of PE funds to
make hay while the sun shines is augmented by corporate cash flowing into strategic
acquisitions which places even more upward pressure on MampA pricing All of these
factors point to a prime sellersrsquo market in MampA
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
33
Status of the Capital Markets Cash Liquidity (contrsquod)
Summary of the Storehouses of Capital
Banking System (reserve deposits) $26 trillion $119 trillion
Finance Companies $013 trillion
Non-financial Corporate Balance Sheets $124 trillion $028 trillion
with Offshoring Adjustment
Venture Capital Private Equity Uninvested Commitments$05 trillion
Public and Private Pension Funds $095 trillion $006 trillion
$542 trillion + $153 trillion
Endowments (US amp Canada) + $001 trillion
CanadaUS
Total Cash Liquidity Pool (October 2014) $696 trillion
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential4
Biography of Moderator
William R Snow
Bill is a Managing Director with Jordan Knauff amp Company a middle-market investment banking firm Bill has
more than 25 years of business experience and over 10 years of transaction work His background includes
managerial operational sales and financial positions with consulting firms venture-funded companies
publicly-traded retailers and online marketing companies He has successfully advised sell-side and buy-side
transactions in a range of industries including business services distribution marketingadvertising consumer
products data marketing software live event services telecommunications security services food and
beverage equipment and commercial cleaning
Bill is the author of Mergers amp Acquisitions For Dummies (John Wiley amp Sons Inc 2011) and Venture Capital
101 (self-published 2003) Bill has a BS in finance and an MBA in entrepreneurship both from DePaul
University and is registered with FINRA (series 62 63 79) He has lectured at Northwestern University
DePaul University IIT-Kent Harvard Business School and numerous professional groups
5
Are Valuations Up
Surfeit of Capital ndash Loose
Money
ndash Federal Reserve
ndash Banks
ndash Corporate Balance Sheets
ndash PE and VC Funds
Inflation
ndash Stocks
ndash Gold
ndash Oil
ndash MampA Valuations
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
6
Snapshot of the Liquidity in Our System
CanadaUS
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
To review the detailed report including sources Please see ldquoStatus of the Capital Markets Cash Liquidity The Storehouse of Capitalrdquo in appendix A of this
document
Summary of the Storehouses of Capital
Banking System (reserve deposits) $26 trillion $119 trillion
Finance Companies $013 trillion
Non-financial Corporate Balance Sheets $124 trillion $028 trillion
with Offshoring Adjustment
Venture Capital Private Equity Uninvested Commitments$05 trillion
Public and Private Pension Funds $095 trillion $006 trillion
$542 trillion + $153 trillion
Endowments (US amp Canada) + $001 trillion
Total Cash Liquidity Pool (October 2014) $696 trillion
Jordan Knauff amp CompanyINVESTMENT BANKERS
7
Federal Reserve Balance Sheet
3 Rounds of QE
FOMC ndash treasury buying
Two largest owners of US
Federal Government debt
are
1 The US Federal Government
(Social Security Trust
Funds)
2 The US Federal Government
(the Federal Reserve
banks)
Wall Street Journal The Fed Favors Guidance Over Bond Buys Oct 29 2014
httpblogswsjcomeconomics20141029the-fed-favors-guidance-over-bond-buysKEYWORDS=federal+reserve+balance+sheet
US Economy (Aboutcom) Who Owns the US National Debt Sept 22 2014
httpuseconomyaboutcomodmonetarypolicyfWho-Owns-US-National-Debthtm
FactCheckorg Who Holds Our Debt Nov 19 2013
httpwwwfactcheckorg201311who-holds-our-debt
Fed balance sheet begins
massive expansion in late
lsquo08
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
8
ZIRP ndash Zero Interest Rate Policy
Source Federal Reserve
httpwwwfederalreservegovdatadownloadBuildaspxrel=H15
Federal Reserve Discount has
been less than 1 since
December lsquo08 Thatrsquos six years ndash
unprecedented
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
9
Stock Market
Dow Jones Industrial Average began
recent run up in early 2009
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Source Yahoo Finance ndash as of Dec 3 2014
httpsfinanceyahoocomechartss=5EDJI+Interactive7B22range223A7B22start223A222008-01-
01T183A003A00000Z222C22end223A222014-12-03T183A003A00000Z227D2C22scale223A22linear227D
10
Oil
Crude prices began recent run up in late 2008
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Source Crude Oil Price
httpwwwinfominecominvestmentmetal-pricescrude-oilall
11
Gold
Began recent run up in late 2008
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Source USA Gold
httpwwwusagoldcomreferencepriceshistoryhtml
Jordan Knauff amp CompanyINVESTMENT BANKERS
12
MampA Valuations - Anecdotally speaking
In my roll as a middle-market investment banker
Everyone wants to buy
I receive 10-20 unsolicited calls and emails every week from private equity firms
ndash ldquoJust want to talkrdquo
ndash Even more frenzied than last run up in lsquo06-rsquo08
Irsquom hearing stories of acquirers bidding 7X 8X 10X even more and losing
ndash Nice solid businesses but not the next Facebook or Google
ndash ldquo6X is the new 5Xrdquo - Patrick Jensen
Demand for acquisitions far outstrips supply of companies going to market
ndash Approximately 3300 PE firms headquartered in US
ndash Approximately 2000-2500 deals per year (2124 in 2013)
The views expressed herein are those of Bill Snow and do not represent the opinions of Jordan Knauff amp Company The information contained herein
should not be relied upon for making investment decisions
Private Equity Growth Capital Council August 2014
httpwwwpegccorgeducationpe-by-the-numbers
Pitchbook PE Breakdown 2014 Annual Report p 4
httppitchbookcomdownloadhtmlid=2014_Annual_US_PE_Breakdown_Reportampkey=aGEW9PfrO1JWh09o
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
13
In June 2014 Federal Reserve Board agreed to end QE in OctoberNew York Times July 9 2014
httpwwwnytimescom20140710businessfederal-reserve-june-minutes-detail-end-of-bond-buying-program-
html_r=0
Source NASDAQ Dec 4 2014
httpwwwnasdaqcommarketscrude-oil-brentaspxtimeframe=1y
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
In Oct 2014 The Fed hintedindicatedteased it may begin raising
interest rates in 2015 ndash probably in the summer or laterBloomberg Oct 7 2014
httpwwwbloombergcomnews2014-10-07dudley-calls-forecast-for-mid-2015-rate-rise-reasonable-html
Oil prices immediately began to
fall
Oil prices fell
faster
14copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Source Bank For International Settlements
httpwwwbisorgbcbsbasel3basel3_phase_in_arrangements
Jordan Knauff amp CompanyINVESTMENT BANKERS
15
Panel Discussion
Todayrsquos valuations ndash Unusual High About the same
ndash Any worry or concerns
ndash How are buyers financing MampA deals
Is now the time ndash Take advantage of todayrsquos valuations
ndash Or wait Tomorrow might mean higher profits but lower multiples
ndash Financial planning in a low interest rate environment
Effects of a tighter monetary policy ndash Is the window closing Tighter money (end of QE end of ZIRP)
ndash How will Basel III affect commercial lending (and by extension valuations)
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
16
Contact info
Patrick J Jensen
Managing Director
Prairie Capital LP
191 North Wacker Drive
Suite 800
Chicago IL 60606
312-360-1133 x 244
pjensenprairie-capitalcom
Harry Cendrowski
Managing Director
Cendrowski Corporate Advisors
(866) 717-1607
180 North LaSalle Street
Suite 2620
Chicago IL 60601
hccendselcom
Steven Tonhaiser
Vice President ndash Portfolio
Manager
FirstMerit Private Bank
222 N LaSalle Street
Suite1200
Chicago IL 60601
312-429-3619
StevenTonhaiserFirstMeritcom
Frederick R Kaufmann
Senior Vice President
First Merit Bank
847-391-6283
678 Lee St
Des Plaines IL 60016
frederickkaufmannfirstmeritco
m
Bill Snow
Managing Director
Jordan Knauff amp Company
200 W Madison Street
Suite 980
Chicago IL 60606
312-254-5904
wsnowjordanknauffcom
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
17
Appendix A ndash Status of the Capital Markets
copy Jordan Knauff amp Company member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
December 2014
Proprietary amp Confidential
Status of the Capital Markets
Cash Liquidity
The Storehouses of Capital
Jordan Knauff amp CompanyINVESTMENT BANKERS
19
Why Cash Liquidity(1) is Important in the Middle-Market
For mergers and acquisitions (MampA) transactions in the middle-market one of
the most important concerns is the amount of liquidity in the marketplace Greater
liquidity can result in easier borrowing at lower rates Thus the cash positions of
central bank reserves and non-banking finance companies (NBFCs) provide a
general forecast for middle-market MampA Much like in real estate the ability to borrow
at low rates usually increases the prices paid for assets and decreases the
transaction time as more money chases a shrinking pool of desirable deals
However NBFCs and commercial banks do not frequently engage in MampA
activities themselves except as strategic buyers in their own industries Private
equity (PE) and strategic buyers are by far the most frequent participants in MampA
Thus a forecast for the market can be obtained by measuring the level of
uncommitted funds in PE and the amount of cash residing on corporate balance
sheets supplemented by the amount of cash reserves available to their financiers
the commercial banks This is the ldquodry powderrdquo that fuels the MampA middle-market
High levels of uninvested funds lead to pressure from investors to put capital to good
use or return cash to the Limited Partners of PE funds and shareholders of cash rich
corporations This pressure can create an excellent climate for pitching deals
____________________
(1) Cash liquidity is defined as cash and cash equivalents for the purpose of this analysis
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
20
Status of the Capital Markets Cash Liquidity
Banking System (reserve deposits)
US = $26 trillion(1) Canada = $119
trillion(2)
____________________
(1) Federal Reserve Bank of St Louis Federal Reserve Economic Data October 1 2014
(2) Bank of Canada Table 176-0025 - Chartered bank assets and liabilities and monetary aggregates monthly average seasonally adjusted Conversion
rate of 1 CAD = 092925 USD
$0
$500
$1000
$1500
$2000
$2500
$3000
1959 1966 1974 1981 1989 1996 2004 2011
Billio
ns
of
Do
llars
Excess Reserves of Depository InstitutionsOctober 2014
0
10
20
30
40
50
60
70
$0
$200
$400
$600
$800
$1000
$1200
$1400
1974 1979 1984 1989 1994 1999 2004 2009 2014
Billio
ns
of
Can
ad
ian
Do
llars
Chartered Canadian Deposits in Excess of LoansSeptember 2014
Excess Deposits of Deposits in Excess of Current Loans
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
21
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes on Banking System Cash Liquidity
ndash The Canadian banking system does not require official levels of cash reserves as in the
UK and Australia The data we have compiled to approximate US excess reserves is the
amount by which Canadian Chartered Bank Deposits exceed recorded loans
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
22
Status of the Capital Markets Cash Liquidity (contrsquod)
Finance Companies
US = $013 trillion(1)
____________________
(1) Federal Reserve Bank of St Louis Domestic finance companies cash and cash equivalents outstanding quarterly not seasonally adjusted September
22 2014
$100
$105
$110
$115
$120
$125
$130
$135
$140
Q4 2010 Q2 2011 Q4 2011 Q2 2012 Q4 2012 Q2 2013 Q4 2013 Q2 2014
Billio
ns
of
Do
llars
Total Cash OutstandingSecond Quarter 2014
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
23
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes on Finance Companies
ndash Canada does not collect national level data on this sector
ndash The Federal Reserve defines finance companies as firms meeting the following criteria(1)
50 or more of assets are business or consumer loans or leases
The institution does not accept deposits and
The institution is not an industrial loan corporation
____________________
(1) Federal Reserve FR3033s Instructions to Survey of Finance Companies December 31 2013
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
24
Status of the Capital Markets Cash Liquidity (contrsquod)
Non-financial Corporate Balance Sheets
US = $18 trillion(1) Canada = $028
trillion(3)
____________________
(1) Board of Governors of the Federal Reserve System Z1 Financial Accounts of the United States ndash Second Quarter 2014 September 18 2014 p 70
(2) JP Morgan Asset Management
(3) Statistics Canada Table 187-0001 - Quarterly balance sheet and income statement Conversion rate of 1 CAD = 092925 USD
14
16
18
20
22
24
26
28
30
00 01 02 03 04 05 06 07 08 09 10 11 12 13
Corporate Cash as a Percent of Current Assets (2)
SampP 500 Companies at December 2013
$0
$500
$1000
$1500
$2000
$2500
1945 1951 1957 1963 1969 1975 1981 1987 1993 1999 2005 2011
Billio
ns
of
Do
llars
Non-financial Corporate Liquid AssetsSecond Quarter 2014
$0
$50
$100
$150
$200
$250
$300
$350
00 01 02 03 04 05 06 07 08 09 10 11 12 13 14
Billio
ns
of
Can
ad
ian
Do
llars
Cash and Deposits of N on-financial FirmsSecond Quarter 2014
12
14
16
18
20
22
24
26
28
30
00 01 02 03 04 05 06 07 08 09 10 11 12 13 14
Cash and Deposits of Non-financial Firms
as a Percent of Current Assets(3)
Second Quarter 2014
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
25
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes to Non-financial Corporate Balance Sheets
ndash Canada conducts quarterly surveys of all non-financial incorporated entities The total
amount of cash and cash equivalents is projected from these quarterly samples Response
to the survey is compulsory(1)
ndash Canada and the US both use the same GAAP standard(2) to define cash and cash
equivalents with very small differences related to recording of transactions at trade or
settlement date Cash is either currency on hand or demand deposits held at banks Cash
equivalents(3) are any of the following assets asset-backed securities certificates of
deposit time deposits municipal government agency securities commercial paper
credit debit card receivables and money market funds at carrying value that meet the
conditions of having an original maturity of le90 days and are readily convertible to known
amounts of cash
____________________
(1) Statistics Canada Definitions Data Sources and Methods Quarterly Survey of Financial Statements p 2
(2) PwC Similarities and Differences A comparison of Brazilian GAAP IFRS US GAAP and Canadian GAAP for Investment Funds p 8
(3) Federal Accounting Standards Board FAS 95 Statement of Cash Flows paragraphs 7 ndash 10
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
26
US Corporate Cash Offshore
As many media outlets and congressional reports have noted large amounts of
US corporate cash is officially domiciled offshore to defer recognition for tax
purposes
According to Moodyrsquos Investor Service offshore cash constituted 577 of US
corporate cash reserves(1)
Although this cash is officially domiciled offshore in foreign subsidiaries
investigations by Senator Carl Levin have revealed that at least 46 of offshore
reserves are present in the US financial system(2)
As a result we estimate that 311 of US corporate cash reserves are both
offshore and not present in the US financial systemUS Cash on Balance Sheets Less
Actually Offshored Cash
US = $124 trillion
____________________
(1) Richard Waters ldquoCorporate Americarsquos Overseas Cash Pile Rises to $947 Billionrdquo Financial Times March 31 2014
(2) United States Senate Permanent Subcommittee on Investigations Committee on Homeland Security and Governmental Affairs Carl Levin Chairman
Offshore Funds Located Onshore Majority Staff Report Addendum December 14 2011
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
27
Status of the Capital Markets Cash Liquidity (contrsquod)
Venture Capital Private Equity Uninvested Commitments
US = $05 trillion(1)
____________________
(1) Pitchbook Data 2H 2014 US PE amp VC Fundraising amp Capital Overhang Report July 31 2014 p 9 16
$541 $526 $504 $484 $497 $509 $486
$94 $92 $85 $78 $76 $69$58
$0
$100
$200
$300
$400
$500
$600
$700
2007 2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
PE and VC Capital OverhangDecember 2013
Private Equity Venture Capital
$635$562 $578 $544$618 $589 $573
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
28
Status of the Capital Markets Cash Liquidity (contrsquod)
Public and Private Pension Funds
US = $188 trillion(1) Canada = $13
trillion(2)
Average 50 Cash Balance = ~ US $9500 Billion Average 50 Cash Balance = ~ US $650 Billion
____________________
(1) Towers Watson Global Pension Assets Study February 5 2014
(2) Statistics Canada Table 280-0003 - Trusteed pension funds market and book value of assets by foreign and domestic holdings quarterly Conversion
rate of 1 CAD = 092925 USD
$8000
$10000
$12000
$14000
$16000
$18000
$20000
2008 2009 2010 2011 2012 2013E
Bil
lio
ns
of
Do
lla
rs
Pension Fund Assets
0
1
2
3
4
5
6
7
8
$0
$200
$400
$600
$800
$1000
$1200
$1400
$1600
2000 2002 2004 2006 2008 2010 2012 2014
Bil
lio
ns
of
Ca
na
dia
n D
oll
ars
Pension Fund AssetsFirst Quarter 2014
Total Assets Cash PE and VC
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
29
Status of the Capital Markets Cash Liquidity (contrsquod)
Endowments
US and Canada = $045 trillion(1)
Average 40 Cash Balance = ~ $180 billion Currently 30 Cash Balance = ~
$136 billion
____________________
(1) National Association of College and University Business Officers Annual Commonfund Study of Endowment Results In US dollars
0
2
4
6
8
10
12
$0
$50
$100
$150
$200
$250
$300
$350
$400
$450
$500
2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Total Assets of US and Canadian Endowments
with Selected Allocations
Total Endowment Funds Private Equity Cash
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
30
Status of the Capital Markets Cash Liquidity (contrsquod)
Insurance
____________________
(1) Federal Insurance Office US Department of the Treasury Annual Report on the Insurance Industry September 2014
(2) Prequin Ltd Prequin Special Report Insurance Companies Investing in Private Equity 2012
$115
$120
$125
$130
$135
$140
$145
$150
$155
$160
2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Allocation of US Insurance Firms to Private Equity(2)
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
31
Status of the Capital Markets Cash Liquidity (contrsquod)
Business Development Companies (BDC)
ndash Defined in a 1980 amendment to the Investment Company Act of 1940
ndash A BDC may be either private or publicly traded
ndash BDCs are similar to a closed-end mutual fund or REIT with the following investment
restrictions
A BDC must only purchase equity or offer debt to non-public firms with more than $2 million in capital
and surplus but less than $4 million in assets and
A BDC must provide significant managerial assistance to the firms in its debt and equity portfolios
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
32
The Impact of Liquidity in the Current MampA Climate
An increasingly important factor in the MampA market is the presence of pension
insurance endowment and family office funds These investors are typically focused
on much longer term investment than other market participants The public frequently
views these participants as conservative investors benefitting ldquowidows and orphansrdquo
However the long liability horizons and predictable pay out requirements for these
participants enable them to place large portions of their assets in illiquid long-term
investments Although trends indicate that these funds are increasing their level of
direct investment in private firms the vast majority of these participantsrsquo impact on the
MampA market is via PE funds The lower the yields on fixed income the more
desirable PE investments become The willingness of PE firms to launch new funds
often depends on the participation and sponsorship of these institutional investors
A secular trend of low returning fixed income assets and large amounts of
corporate cash currently prevails This environment leads PE operators into being
more inclined to fill launched funds quickly in order to launch subsequent funds while
conditions are still favorable for institutional investments The desire of PE funds to
make hay while the sun shines is augmented by corporate cash flowing into strategic
acquisitions which places even more upward pressure on MampA pricing All of these
factors point to a prime sellersrsquo market in MampA
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
33
Status of the Capital Markets Cash Liquidity (contrsquod)
Summary of the Storehouses of Capital
Banking System (reserve deposits) $26 trillion $119 trillion
Finance Companies $013 trillion
Non-financial Corporate Balance Sheets $124 trillion $028 trillion
with Offshoring Adjustment
Venture Capital Private Equity Uninvested Commitments$05 trillion
Public and Private Pension Funds $095 trillion $006 trillion
$542 trillion + $153 trillion
Endowments (US amp Canada) + $001 trillion
CanadaUS
Total Cash Liquidity Pool (October 2014) $696 trillion
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
5
Are Valuations Up
Surfeit of Capital ndash Loose
Money
ndash Federal Reserve
ndash Banks
ndash Corporate Balance Sheets
ndash PE and VC Funds
Inflation
ndash Stocks
ndash Gold
ndash Oil
ndash MampA Valuations
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
6
Snapshot of the Liquidity in Our System
CanadaUS
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
To review the detailed report including sources Please see ldquoStatus of the Capital Markets Cash Liquidity The Storehouse of Capitalrdquo in appendix A of this
document
Summary of the Storehouses of Capital
Banking System (reserve deposits) $26 trillion $119 trillion
Finance Companies $013 trillion
Non-financial Corporate Balance Sheets $124 trillion $028 trillion
with Offshoring Adjustment
Venture Capital Private Equity Uninvested Commitments$05 trillion
Public and Private Pension Funds $095 trillion $006 trillion
$542 trillion + $153 trillion
Endowments (US amp Canada) + $001 trillion
Total Cash Liquidity Pool (October 2014) $696 trillion
Jordan Knauff amp CompanyINVESTMENT BANKERS
7
Federal Reserve Balance Sheet
3 Rounds of QE
FOMC ndash treasury buying
Two largest owners of US
Federal Government debt
are
1 The US Federal Government
(Social Security Trust
Funds)
2 The US Federal Government
(the Federal Reserve
banks)
Wall Street Journal The Fed Favors Guidance Over Bond Buys Oct 29 2014
httpblogswsjcomeconomics20141029the-fed-favors-guidance-over-bond-buysKEYWORDS=federal+reserve+balance+sheet
US Economy (Aboutcom) Who Owns the US National Debt Sept 22 2014
httpuseconomyaboutcomodmonetarypolicyfWho-Owns-US-National-Debthtm
FactCheckorg Who Holds Our Debt Nov 19 2013
httpwwwfactcheckorg201311who-holds-our-debt
Fed balance sheet begins
massive expansion in late
lsquo08
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
8
ZIRP ndash Zero Interest Rate Policy
Source Federal Reserve
httpwwwfederalreservegovdatadownloadBuildaspxrel=H15
Federal Reserve Discount has
been less than 1 since
December lsquo08 Thatrsquos six years ndash
unprecedented
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
9
Stock Market
Dow Jones Industrial Average began
recent run up in early 2009
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Confidential
Source Yahoo Finance ndash as of Dec 3 2014
httpsfinanceyahoocomechartss=5EDJI+Interactive7B22range223A7B22start223A222008-01-
01T183A003A00000Z222C22end223A222014-12-03T183A003A00000Z227D2C22scale223A22linear227D
10
Oil
Crude prices began recent run up in late 2008
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Source Crude Oil Price
httpwwwinfominecominvestmentmetal-pricescrude-oilall
11
Gold
Began recent run up in late 2008
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Source USA Gold
httpwwwusagoldcomreferencepriceshistoryhtml
Jordan Knauff amp CompanyINVESTMENT BANKERS
12
MampA Valuations - Anecdotally speaking
In my roll as a middle-market investment banker
Everyone wants to buy
I receive 10-20 unsolicited calls and emails every week from private equity firms
ndash ldquoJust want to talkrdquo
ndash Even more frenzied than last run up in lsquo06-rsquo08
Irsquom hearing stories of acquirers bidding 7X 8X 10X even more and losing
ndash Nice solid businesses but not the next Facebook or Google
ndash ldquo6X is the new 5Xrdquo - Patrick Jensen
Demand for acquisitions far outstrips supply of companies going to market
ndash Approximately 3300 PE firms headquartered in US
ndash Approximately 2000-2500 deals per year (2124 in 2013)
The views expressed herein are those of Bill Snow and do not represent the opinions of Jordan Knauff amp Company The information contained herein
should not be relied upon for making investment decisions
Private Equity Growth Capital Council August 2014
httpwwwpegccorgeducationpe-by-the-numbers
Pitchbook PE Breakdown 2014 Annual Report p 4
httppitchbookcomdownloadhtmlid=2014_Annual_US_PE_Breakdown_Reportampkey=aGEW9PfrO1JWh09o
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
13
In June 2014 Federal Reserve Board agreed to end QE in OctoberNew York Times July 9 2014
httpwwwnytimescom20140710businessfederal-reserve-june-minutes-detail-end-of-bond-buying-program-
html_r=0
Source NASDAQ Dec 4 2014
httpwwwnasdaqcommarketscrude-oil-brentaspxtimeframe=1y
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
In Oct 2014 The Fed hintedindicatedteased it may begin raising
interest rates in 2015 ndash probably in the summer or laterBloomberg Oct 7 2014
httpwwwbloombergcomnews2014-10-07dudley-calls-forecast-for-mid-2015-rate-rise-reasonable-html
Oil prices immediately began to
fall
Oil prices fell
faster
14copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Source Bank For International Settlements
httpwwwbisorgbcbsbasel3basel3_phase_in_arrangements
Jordan Knauff amp CompanyINVESTMENT BANKERS
15
Panel Discussion
Todayrsquos valuations ndash Unusual High About the same
ndash Any worry or concerns
ndash How are buyers financing MampA deals
Is now the time ndash Take advantage of todayrsquos valuations
ndash Or wait Tomorrow might mean higher profits but lower multiples
ndash Financial planning in a low interest rate environment
Effects of a tighter monetary policy ndash Is the window closing Tighter money (end of QE end of ZIRP)
ndash How will Basel III affect commercial lending (and by extension valuations)
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
16
Contact info
Patrick J Jensen
Managing Director
Prairie Capital LP
191 North Wacker Drive
Suite 800
Chicago IL 60606
312-360-1133 x 244
pjensenprairie-capitalcom
Harry Cendrowski
Managing Director
Cendrowski Corporate Advisors
(866) 717-1607
180 North LaSalle Street
Suite 2620
Chicago IL 60601
hccendselcom
Steven Tonhaiser
Vice President ndash Portfolio
Manager
FirstMerit Private Bank
222 N LaSalle Street
Suite1200
Chicago IL 60601
312-429-3619
StevenTonhaiserFirstMeritcom
Frederick R Kaufmann
Senior Vice President
First Merit Bank
847-391-6283
678 Lee St
Des Plaines IL 60016
frederickkaufmannfirstmeritco
m
Bill Snow
Managing Director
Jordan Knauff amp Company
200 W Madison Street
Suite 980
Chicago IL 60606
312-254-5904
wsnowjordanknauffcom
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Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
17
Appendix A ndash Status of the Capital Markets
copy Jordan Knauff amp Company member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
December 2014
Proprietary amp Confidential
Status of the Capital Markets
Cash Liquidity
The Storehouses of Capital
Jordan Knauff amp CompanyINVESTMENT BANKERS
19
Why Cash Liquidity(1) is Important in the Middle-Market
For mergers and acquisitions (MampA) transactions in the middle-market one of
the most important concerns is the amount of liquidity in the marketplace Greater
liquidity can result in easier borrowing at lower rates Thus the cash positions of
central bank reserves and non-banking finance companies (NBFCs) provide a
general forecast for middle-market MampA Much like in real estate the ability to borrow
at low rates usually increases the prices paid for assets and decreases the
transaction time as more money chases a shrinking pool of desirable deals
However NBFCs and commercial banks do not frequently engage in MampA
activities themselves except as strategic buyers in their own industries Private
equity (PE) and strategic buyers are by far the most frequent participants in MampA
Thus a forecast for the market can be obtained by measuring the level of
uncommitted funds in PE and the amount of cash residing on corporate balance
sheets supplemented by the amount of cash reserves available to their financiers
the commercial banks This is the ldquodry powderrdquo that fuels the MampA middle-market
High levels of uninvested funds lead to pressure from investors to put capital to good
use or return cash to the Limited Partners of PE funds and shareholders of cash rich
corporations This pressure can create an excellent climate for pitching deals
____________________
(1) Cash liquidity is defined as cash and cash equivalents for the purpose of this analysis
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
20
Status of the Capital Markets Cash Liquidity
Banking System (reserve deposits)
US = $26 trillion(1) Canada = $119
trillion(2)
____________________
(1) Federal Reserve Bank of St Louis Federal Reserve Economic Data October 1 2014
(2) Bank of Canada Table 176-0025 - Chartered bank assets and liabilities and monetary aggregates monthly average seasonally adjusted Conversion
rate of 1 CAD = 092925 USD
$0
$500
$1000
$1500
$2000
$2500
$3000
1959 1966 1974 1981 1989 1996 2004 2011
Billio
ns
of
Do
llars
Excess Reserves of Depository InstitutionsOctober 2014
0
10
20
30
40
50
60
70
$0
$200
$400
$600
$800
$1000
$1200
$1400
1974 1979 1984 1989 1994 1999 2004 2009 2014
Billio
ns
of
Can
ad
ian
Do
llars
Chartered Canadian Deposits in Excess of LoansSeptember 2014
Excess Deposits of Deposits in Excess of Current Loans
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
21
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes on Banking System Cash Liquidity
ndash The Canadian banking system does not require official levels of cash reserves as in the
UK and Australia The data we have compiled to approximate US excess reserves is the
amount by which Canadian Chartered Bank Deposits exceed recorded loans
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
22
Status of the Capital Markets Cash Liquidity (contrsquod)
Finance Companies
US = $013 trillion(1)
____________________
(1) Federal Reserve Bank of St Louis Domestic finance companies cash and cash equivalents outstanding quarterly not seasonally adjusted September
22 2014
$100
$105
$110
$115
$120
$125
$130
$135
$140
Q4 2010 Q2 2011 Q4 2011 Q2 2012 Q4 2012 Q2 2013 Q4 2013 Q2 2014
Billio
ns
of
Do
llars
Total Cash OutstandingSecond Quarter 2014
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
23
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes on Finance Companies
ndash Canada does not collect national level data on this sector
ndash The Federal Reserve defines finance companies as firms meeting the following criteria(1)
50 or more of assets are business or consumer loans or leases
The institution does not accept deposits and
The institution is not an industrial loan corporation
____________________
(1) Federal Reserve FR3033s Instructions to Survey of Finance Companies December 31 2013
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
24
Status of the Capital Markets Cash Liquidity (contrsquod)
Non-financial Corporate Balance Sheets
US = $18 trillion(1) Canada = $028
trillion(3)
____________________
(1) Board of Governors of the Federal Reserve System Z1 Financial Accounts of the United States ndash Second Quarter 2014 September 18 2014 p 70
(2) JP Morgan Asset Management
(3) Statistics Canada Table 187-0001 - Quarterly balance sheet and income statement Conversion rate of 1 CAD = 092925 USD
14
16
18
20
22
24
26
28
30
00 01 02 03 04 05 06 07 08 09 10 11 12 13
Corporate Cash as a Percent of Current Assets (2)
SampP 500 Companies at December 2013
$0
$500
$1000
$1500
$2000
$2500
1945 1951 1957 1963 1969 1975 1981 1987 1993 1999 2005 2011
Billio
ns
of
Do
llars
Non-financial Corporate Liquid AssetsSecond Quarter 2014
$0
$50
$100
$150
$200
$250
$300
$350
00 01 02 03 04 05 06 07 08 09 10 11 12 13 14
Billio
ns
of
Can
ad
ian
Do
llars
Cash and Deposits of N on-financial FirmsSecond Quarter 2014
12
14
16
18
20
22
24
26
28
30
00 01 02 03 04 05 06 07 08 09 10 11 12 13 14
Cash and Deposits of Non-financial Firms
as a Percent of Current Assets(3)
Second Quarter 2014
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
25
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes to Non-financial Corporate Balance Sheets
ndash Canada conducts quarterly surveys of all non-financial incorporated entities The total
amount of cash and cash equivalents is projected from these quarterly samples Response
to the survey is compulsory(1)
ndash Canada and the US both use the same GAAP standard(2) to define cash and cash
equivalents with very small differences related to recording of transactions at trade or
settlement date Cash is either currency on hand or demand deposits held at banks Cash
equivalents(3) are any of the following assets asset-backed securities certificates of
deposit time deposits municipal government agency securities commercial paper
credit debit card receivables and money market funds at carrying value that meet the
conditions of having an original maturity of le90 days and are readily convertible to known
amounts of cash
____________________
(1) Statistics Canada Definitions Data Sources and Methods Quarterly Survey of Financial Statements p 2
(2) PwC Similarities and Differences A comparison of Brazilian GAAP IFRS US GAAP and Canadian GAAP for Investment Funds p 8
(3) Federal Accounting Standards Board FAS 95 Statement of Cash Flows paragraphs 7 ndash 10
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
26
US Corporate Cash Offshore
As many media outlets and congressional reports have noted large amounts of
US corporate cash is officially domiciled offshore to defer recognition for tax
purposes
According to Moodyrsquos Investor Service offshore cash constituted 577 of US
corporate cash reserves(1)
Although this cash is officially domiciled offshore in foreign subsidiaries
investigations by Senator Carl Levin have revealed that at least 46 of offshore
reserves are present in the US financial system(2)
As a result we estimate that 311 of US corporate cash reserves are both
offshore and not present in the US financial systemUS Cash on Balance Sheets Less
Actually Offshored Cash
US = $124 trillion
____________________
(1) Richard Waters ldquoCorporate Americarsquos Overseas Cash Pile Rises to $947 Billionrdquo Financial Times March 31 2014
(2) United States Senate Permanent Subcommittee on Investigations Committee on Homeland Security and Governmental Affairs Carl Levin Chairman
Offshore Funds Located Onshore Majority Staff Report Addendum December 14 2011
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
27
Status of the Capital Markets Cash Liquidity (contrsquod)
Venture Capital Private Equity Uninvested Commitments
US = $05 trillion(1)
____________________
(1) Pitchbook Data 2H 2014 US PE amp VC Fundraising amp Capital Overhang Report July 31 2014 p 9 16
$541 $526 $504 $484 $497 $509 $486
$94 $92 $85 $78 $76 $69$58
$0
$100
$200
$300
$400
$500
$600
$700
2007 2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
PE and VC Capital OverhangDecember 2013
Private Equity Venture Capital
$635$562 $578 $544$618 $589 $573
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
28
Status of the Capital Markets Cash Liquidity (contrsquod)
Public and Private Pension Funds
US = $188 trillion(1) Canada = $13
trillion(2)
Average 50 Cash Balance = ~ US $9500 Billion Average 50 Cash Balance = ~ US $650 Billion
____________________
(1) Towers Watson Global Pension Assets Study February 5 2014
(2) Statistics Canada Table 280-0003 - Trusteed pension funds market and book value of assets by foreign and domestic holdings quarterly Conversion
rate of 1 CAD = 092925 USD
$8000
$10000
$12000
$14000
$16000
$18000
$20000
2008 2009 2010 2011 2012 2013E
Bil
lio
ns
of
Do
lla
rs
Pension Fund Assets
0
1
2
3
4
5
6
7
8
$0
$200
$400
$600
$800
$1000
$1200
$1400
$1600
2000 2002 2004 2006 2008 2010 2012 2014
Bil
lio
ns
of
Ca
na
dia
n D
oll
ars
Pension Fund AssetsFirst Quarter 2014
Total Assets Cash PE and VC
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
29
Status of the Capital Markets Cash Liquidity (contrsquod)
Endowments
US and Canada = $045 trillion(1)
Average 40 Cash Balance = ~ $180 billion Currently 30 Cash Balance = ~
$136 billion
____________________
(1) National Association of College and University Business Officers Annual Commonfund Study of Endowment Results In US dollars
0
2
4
6
8
10
12
$0
$50
$100
$150
$200
$250
$300
$350
$400
$450
$500
2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Total Assets of US and Canadian Endowments
with Selected Allocations
Total Endowment Funds Private Equity Cash
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
30
Status of the Capital Markets Cash Liquidity (contrsquod)
Insurance
____________________
(1) Federal Insurance Office US Department of the Treasury Annual Report on the Insurance Industry September 2014
(2) Prequin Ltd Prequin Special Report Insurance Companies Investing in Private Equity 2012
$115
$120
$125
$130
$135
$140
$145
$150
$155
$160
2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Allocation of US Insurance Firms to Private Equity(2)
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
31
Status of the Capital Markets Cash Liquidity (contrsquod)
Business Development Companies (BDC)
ndash Defined in a 1980 amendment to the Investment Company Act of 1940
ndash A BDC may be either private or publicly traded
ndash BDCs are similar to a closed-end mutual fund or REIT with the following investment
restrictions
A BDC must only purchase equity or offer debt to non-public firms with more than $2 million in capital
and surplus but less than $4 million in assets and
A BDC must provide significant managerial assistance to the firms in its debt and equity portfolios
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
32
The Impact of Liquidity in the Current MampA Climate
An increasingly important factor in the MampA market is the presence of pension
insurance endowment and family office funds These investors are typically focused
on much longer term investment than other market participants The public frequently
views these participants as conservative investors benefitting ldquowidows and orphansrdquo
However the long liability horizons and predictable pay out requirements for these
participants enable them to place large portions of their assets in illiquid long-term
investments Although trends indicate that these funds are increasing their level of
direct investment in private firms the vast majority of these participantsrsquo impact on the
MampA market is via PE funds The lower the yields on fixed income the more
desirable PE investments become The willingness of PE firms to launch new funds
often depends on the participation and sponsorship of these institutional investors
A secular trend of low returning fixed income assets and large amounts of
corporate cash currently prevails This environment leads PE operators into being
more inclined to fill launched funds quickly in order to launch subsequent funds while
conditions are still favorable for institutional investments The desire of PE funds to
make hay while the sun shines is augmented by corporate cash flowing into strategic
acquisitions which places even more upward pressure on MampA pricing All of these
factors point to a prime sellersrsquo market in MampA
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
33
Status of the Capital Markets Cash Liquidity (contrsquod)
Summary of the Storehouses of Capital
Banking System (reserve deposits) $26 trillion $119 trillion
Finance Companies $013 trillion
Non-financial Corporate Balance Sheets $124 trillion $028 trillion
with Offshoring Adjustment
Venture Capital Private Equity Uninvested Commitments$05 trillion
Public and Private Pension Funds $095 trillion $006 trillion
$542 trillion + $153 trillion
Endowments (US amp Canada) + $001 trillion
CanadaUS
Total Cash Liquidity Pool (October 2014) $696 trillion
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
6
Snapshot of the Liquidity in Our System
CanadaUS
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
To review the detailed report including sources Please see ldquoStatus of the Capital Markets Cash Liquidity The Storehouse of Capitalrdquo in appendix A of this
document
Summary of the Storehouses of Capital
Banking System (reserve deposits) $26 trillion $119 trillion
Finance Companies $013 trillion
Non-financial Corporate Balance Sheets $124 trillion $028 trillion
with Offshoring Adjustment
Venture Capital Private Equity Uninvested Commitments$05 trillion
Public and Private Pension Funds $095 trillion $006 trillion
$542 trillion + $153 trillion
Endowments (US amp Canada) + $001 trillion
Total Cash Liquidity Pool (October 2014) $696 trillion
Jordan Knauff amp CompanyINVESTMENT BANKERS
7
Federal Reserve Balance Sheet
3 Rounds of QE
FOMC ndash treasury buying
Two largest owners of US
Federal Government debt
are
1 The US Federal Government
(Social Security Trust
Funds)
2 The US Federal Government
(the Federal Reserve
banks)
Wall Street Journal The Fed Favors Guidance Over Bond Buys Oct 29 2014
httpblogswsjcomeconomics20141029the-fed-favors-guidance-over-bond-buysKEYWORDS=federal+reserve+balance+sheet
US Economy (Aboutcom) Who Owns the US National Debt Sept 22 2014
httpuseconomyaboutcomodmonetarypolicyfWho-Owns-US-National-Debthtm
FactCheckorg Who Holds Our Debt Nov 19 2013
httpwwwfactcheckorg201311who-holds-our-debt
Fed balance sheet begins
massive expansion in late
lsquo08
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
8
ZIRP ndash Zero Interest Rate Policy
Source Federal Reserve
httpwwwfederalreservegovdatadownloadBuildaspxrel=H15
Federal Reserve Discount has
been less than 1 since
December lsquo08 Thatrsquos six years ndash
unprecedented
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
9
Stock Market
Dow Jones Industrial Average began
recent run up in early 2009
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Source Yahoo Finance ndash as of Dec 3 2014
httpsfinanceyahoocomechartss=5EDJI+Interactive7B22range223A7B22start223A222008-01-
01T183A003A00000Z222C22end223A222014-12-03T183A003A00000Z227D2C22scale223A22linear227D
10
Oil
Crude prices began recent run up in late 2008
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Source Crude Oil Price
httpwwwinfominecominvestmentmetal-pricescrude-oilall
11
Gold
Began recent run up in late 2008
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Source USA Gold
httpwwwusagoldcomreferencepriceshistoryhtml
Jordan Knauff amp CompanyINVESTMENT BANKERS
12
MampA Valuations - Anecdotally speaking
In my roll as a middle-market investment banker
Everyone wants to buy
I receive 10-20 unsolicited calls and emails every week from private equity firms
ndash ldquoJust want to talkrdquo
ndash Even more frenzied than last run up in lsquo06-rsquo08
Irsquom hearing stories of acquirers bidding 7X 8X 10X even more and losing
ndash Nice solid businesses but not the next Facebook or Google
ndash ldquo6X is the new 5Xrdquo - Patrick Jensen
Demand for acquisitions far outstrips supply of companies going to market
ndash Approximately 3300 PE firms headquartered in US
ndash Approximately 2000-2500 deals per year (2124 in 2013)
The views expressed herein are those of Bill Snow and do not represent the opinions of Jordan Knauff amp Company The information contained herein
should not be relied upon for making investment decisions
Private Equity Growth Capital Council August 2014
httpwwwpegccorgeducationpe-by-the-numbers
Pitchbook PE Breakdown 2014 Annual Report p 4
httppitchbookcomdownloadhtmlid=2014_Annual_US_PE_Breakdown_Reportampkey=aGEW9PfrO1JWh09o
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
13
In June 2014 Federal Reserve Board agreed to end QE in OctoberNew York Times July 9 2014
httpwwwnytimescom20140710businessfederal-reserve-june-minutes-detail-end-of-bond-buying-program-
html_r=0
Source NASDAQ Dec 4 2014
httpwwwnasdaqcommarketscrude-oil-brentaspxtimeframe=1y
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
In Oct 2014 The Fed hintedindicatedteased it may begin raising
interest rates in 2015 ndash probably in the summer or laterBloomberg Oct 7 2014
httpwwwbloombergcomnews2014-10-07dudley-calls-forecast-for-mid-2015-rate-rise-reasonable-html
Oil prices immediately began to
fall
Oil prices fell
faster
14copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Source Bank For International Settlements
httpwwwbisorgbcbsbasel3basel3_phase_in_arrangements
Jordan Knauff amp CompanyINVESTMENT BANKERS
15
Panel Discussion
Todayrsquos valuations ndash Unusual High About the same
ndash Any worry or concerns
ndash How are buyers financing MampA deals
Is now the time ndash Take advantage of todayrsquos valuations
ndash Or wait Tomorrow might mean higher profits but lower multiples
ndash Financial planning in a low interest rate environment
Effects of a tighter monetary policy ndash Is the window closing Tighter money (end of QE end of ZIRP)
ndash How will Basel III affect commercial lending (and by extension valuations)
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
16
Contact info
Patrick J Jensen
Managing Director
Prairie Capital LP
191 North Wacker Drive
Suite 800
Chicago IL 60606
312-360-1133 x 244
pjensenprairie-capitalcom
Harry Cendrowski
Managing Director
Cendrowski Corporate Advisors
(866) 717-1607
180 North LaSalle Street
Suite 2620
Chicago IL 60601
hccendselcom
Steven Tonhaiser
Vice President ndash Portfolio
Manager
FirstMerit Private Bank
222 N LaSalle Street
Suite1200
Chicago IL 60601
312-429-3619
StevenTonhaiserFirstMeritcom
Frederick R Kaufmann
Senior Vice President
First Merit Bank
847-391-6283
678 Lee St
Des Plaines IL 60016
frederickkaufmannfirstmeritco
m
Bill Snow
Managing Director
Jordan Knauff amp Company
200 W Madison Street
Suite 980
Chicago IL 60606
312-254-5904
wsnowjordanknauffcom
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
17
Appendix A ndash Status of the Capital Markets
copy Jordan Knauff amp Company member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
December 2014
Proprietary amp Confidential
Status of the Capital Markets
Cash Liquidity
The Storehouses of Capital
Jordan Knauff amp CompanyINVESTMENT BANKERS
19
Why Cash Liquidity(1) is Important in the Middle-Market
For mergers and acquisitions (MampA) transactions in the middle-market one of
the most important concerns is the amount of liquidity in the marketplace Greater
liquidity can result in easier borrowing at lower rates Thus the cash positions of
central bank reserves and non-banking finance companies (NBFCs) provide a
general forecast for middle-market MampA Much like in real estate the ability to borrow
at low rates usually increases the prices paid for assets and decreases the
transaction time as more money chases a shrinking pool of desirable deals
However NBFCs and commercial banks do not frequently engage in MampA
activities themselves except as strategic buyers in their own industries Private
equity (PE) and strategic buyers are by far the most frequent participants in MampA
Thus a forecast for the market can be obtained by measuring the level of
uncommitted funds in PE and the amount of cash residing on corporate balance
sheets supplemented by the amount of cash reserves available to their financiers
the commercial banks This is the ldquodry powderrdquo that fuels the MampA middle-market
High levels of uninvested funds lead to pressure from investors to put capital to good
use or return cash to the Limited Partners of PE funds and shareholders of cash rich
corporations This pressure can create an excellent climate for pitching deals
____________________
(1) Cash liquidity is defined as cash and cash equivalents for the purpose of this analysis
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
20
Status of the Capital Markets Cash Liquidity
Banking System (reserve deposits)
US = $26 trillion(1) Canada = $119
trillion(2)
____________________
(1) Federal Reserve Bank of St Louis Federal Reserve Economic Data October 1 2014
(2) Bank of Canada Table 176-0025 - Chartered bank assets and liabilities and monetary aggregates monthly average seasonally adjusted Conversion
rate of 1 CAD = 092925 USD
$0
$500
$1000
$1500
$2000
$2500
$3000
1959 1966 1974 1981 1989 1996 2004 2011
Billio
ns
of
Do
llars
Excess Reserves of Depository InstitutionsOctober 2014
0
10
20
30
40
50
60
70
$0
$200
$400
$600
$800
$1000
$1200
$1400
1974 1979 1984 1989 1994 1999 2004 2009 2014
Billio
ns
of
Can
ad
ian
Do
llars
Chartered Canadian Deposits in Excess of LoansSeptember 2014
Excess Deposits of Deposits in Excess of Current Loans
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
21
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes on Banking System Cash Liquidity
ndash The Canadian banking system does not require official levels of cash reserves as in the
UK and Australia The data we have compiled to approximate US excess reserves is the
amount by which Canadian Chartered Bank Deposits exceed recorded loans
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
22
Status of the Capital Markets Cash Liquidity (contrsquod)
Finance Companies
US = $013 trillion(1)
____________________
(1) Federal Reserve Bank of St Louis Domestic finance companies cash and cash equivalents outstanding quarterly not seasonally adjusted September
22 2014
$100
$105
$110
$115
$120
$125
$130
$135
$140
Q4 2010 Q2 2011 Q4 2011 Q2 2012 Q4 2012 Q2 2013 Q4 2013 Q2 2014
Billio
ns
of
Do
llars
Total Cash OutstandingSecond Quarter 2014
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
23
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes on Finance Companies
ndash Canada does not collect national level data on this sector
ndash The Federal Reserve defines finance companies as firms meeting the following criteria(1)
50 or more of assets are business or consumer loans or leases
The institution does not accept deposits and
The institution is not an industrial loan corporation
____________________
(1) Federal Reserve FR3033s Instructions to Survey of Finance Companies December 31 2013
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
24
Status of the Capital Markets Cash Liquidity (contrsquod)
Non-financial Corporate Balance Sheets
US = $18 trillion(1) Canada = $028
trillion(3)
____________________
(1) Board of Governors of the Federal Reserve System Z1 Financial Accounts of the United States ndash Second Quarter 2014 September 18 2014 p 70
(2) JP Morgan Asset Management
(3) Statistics Canada Table 187-0001 - Quarterly balance sheet and income statement Conversion rate of 1 CAD = 092925 USD
14
16
18
20
22
24
26
28
30
00 01 02 03 04 05 06 07 08 09 10 11 12 13
Corporate Cash as a Percent of Current Assets (2)
SampP 500 Companies at December 2013
$0
$500
$1000
$1500
$2000
$2500
1945 1951 1957 1963 1969 1975 1981 1987 1993 1999 2005 2011
Billio
ns
of
Do
llars
Non-financial Corporate Liquid AssetsSecond Quarter 2014
$0
$50
$100
$150
$200
$250
$300
$350
00 01 02 03 04 05 06 07 08 09 10 11 12 13 14
Billio
ns
of
Can
ad
ian
Do
llars
Cash and Deposits of N on-financial FirmsSecond Quarter 2014
12
14
16
18
20
22
24
26
28
30
00 01 02 03 04 05 06 07 08 09 10 11 12 13 14
Cash and Deposits of Non-financial Firms
as a Percent of Current Assets(3)
Second Quarter 2014
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
25
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes to Non-financial Corporate Balance Sheets
ndash Canada conducts quarterly surveys of all non-financial incorporated entities The total
amount of cash and cash equivalents is projected from these quarterly samples Response
to the survey is compulsory(1)
ndash Canada and the US both use the same GAAP standard(2) to define cash and cash
equivalents with very small differences related to recording of transactions at trade or
settlement date Cash is either currency on hand or demand deposits held at banks Cash
equivalents(3) are any of the following assets asset-backed securities certificates of
deposit time deposits municipal government agency securities commercial paper
credit debit card receivables and money market funds at carrying value that meet the
conditions of having an original maturity of le90 days and are readily convertible to known
amounts of cash
____________________
(1) Statistics Canada Definitions Data Sources and Methods Quarterly Survey of Financial Statements p 2
(2) PwC Similarities and Differences A comparison of Brazilian GAAP IFRS US GAAP and Canadian GAAP for Investment Funds p 8
(3) Federal Accounting Standards Board FAS 95 Statement of Cash Flows paragraphs 7 ndash 10
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
26
US Corporate Cash Offshore
As many media outlets and congressional reports have noted large amounts of
US corporate cash is officially domiciled offshore to defer recognition for tax
purposes
According to Moodyrsquos Investor Service offshore cash constituted 577 of US
corporate cash reserves(1)
Although this cash is officially domiciled offshore in foreign subsidiaries
investigations by Senator Carl Levin have revealed that at least 46 of offshore
reserves are present in the US financial system(2)
As a result we estimate that 311 of US corporate cash reserves are both
offshore and not present in the US financial systemUS Cash on Balance Sheets Less
Actually Offshored Cash
US = $124 trillion
____________________
(1) Richard Waters ldquoCorporate Americarsquos Overseas Cash Pile Rises to $947 Billionrdquo Financial Times March 31 2014
(2) United States Senate Permanent Subcommittee on Investigations Committee on Homeland Security and Governmental Affairs Carl Levin Chairman
Offshore Funds Located Onshore Majority Staff Report Addendum December 14 2011
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
27
Status of the Capital Markets Cash Liquidity (contrsquod)
Venture Capital Private Equity Uninvested Commitments
US = $05 trillion(1)
____________________
(1) Pitchbook Data 2H 2014 US PE amp VC Fundraising amp Capital Overhang Report July 31 2014 p 9 16
$541 $526 $504 $484 $497 $509 $486
$94 $92 $85 $78 $76 $69$58
$0
$100
$200
$300
$400
$500
$600
$700
2007 2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
PE and VC Capital OverhangDecember 2013
Private Equity Venture Capital
$635$562 $578 $544$618 $589 $573
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
28
Status of the Capital Markets Cash Liquidity (contrsquod)
Public and Private Pension Funds
US = $188 trillion(1) Canada = $13
trillion(2)
Average 50 Cash Balance = ~ US $9500 Billion Average 50 Cash Balance = ~ US $650 Billion
____________________
(1) Towers Watson Global Pension Assets Study February 5 2014
(2) Statistics Canada Table 280-0003 - Trusteed pension funds market and book value of assets by foreign and domestic holdings quarterly Conversion
rate of 1 CAD = 092925 USD
$8000
$10000
$12000
$14000
$16000
$18000
$20000
2008 2009 2010 2011 2012 2013E
Bil
lio
ns
of
Do
lla
rs
Pension Fund Assets
0
1
2
3
4
5
6
7
8
$0
$200
$400
$600
$800
$1000
$1200
$1400
$1600
2000 2002 2004 2006 2008 2010 2012 2014
Bil
lio
ns
of
Ca
na
dia
n D
oll
ars
Pension Fund AssetsFirst Quarter 2014
Total Assets Cash PE and VC
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
29
Status of the Capital Markets Cash Liquidity (contrsquod)
Endowments
US and Canada = $045 trillion(1)
Average 40 Cash Balance = ~ $180 billion Currently 30 Cash Balance = ~
$136 billion
____________________
(1) National Association of College and University Business Officers Annual Commonfund Study of Endowment Results In US dollars
0
2
4
6
8
10
12
$0
$50
$100
$150
$200
$250
$300
$350
$400
$450
$500
2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Total Assets of US and Canadian Endowments
with Selected Allocations
Total Endowment Funds Private Equity Cash
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
30
Status of the Capital Markets Cash Liquidity (contrsquod)
Insurance
____________________
(1) Federal Insurance Office US Department of the Treasury Annual Report on the Insurance Industry September 2014
(2) Prequin Ltd Prequin Special Report Insurance Companies Investing in Private Equity 2012
$115
$120
$125
$130
$135
$140
$145
$150
$155
$160
2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Allocation of US Insurance Firms to Private Equity(2)
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
31
Status of the Capital Markets Cash Liquidity (contrsquod)
Business Development Companies (BDC)
ndash Defined in a 1980 amendment to the Investment Company Act of 1940
ndash A BDC may be either private or publicly traded
ndash BDCs are similar to a closed-end mutual fund or REIT with the following investment
restrictions
A BDC must only purchase equity or offer debt to non-public firms with more than $2 million in capital
and surplus but less than $4 million in assets and
A BDC must provide significant managerial assistance to the firms in its debt and equity portfolios
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
32
The Impact of Liquidity in the Current MampA Climate
An increasingly important factor in the MampA market is the presence of pension
insurance endowment and family office funds These investors are typically focused
on much longer term investment than other market participants The public frequently
views these participants as conservative investors benefitting ldquowidows and orphansrdquo
However the long liability horizons and predictable pay out requirements for these
participants enable them to place large portions of their assets in illiquid long-term
investments Although trends indicate that these funds are increasing their level of
direct investment in private firms the vast majority of these participantsrsquo impact on the
MampA market is via PE funds The lower the yields on fixed income the more
desirable PE investments become The willingness of PE firms to launch new funds
often depends on the participation and sponsorship of these institutional investors
A secular trend of low returning fixed income assets and large amounts of
corporate cash currently prevails This environment leads PE operators into being
more inclined to fill launched funds quickly in order to launch subsequent funds while
conditions are still favorable for institutional investments The desire of PE funds to
make hay while the sun shines is augmented by corporate cash flowing into strategic
acquisitions which places even more upward pressure on MampA pricing All of these
factors point to a prime sellersrsquo market in MampA
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
33
Status of the Capital Markets Cash Liquidity (contrsquod)
Summary of the Storehouses of Capital
Banking System (reserve deposits) $26 trillion $119 trillion
Finance Companies $013 trillion
Non-financial Corporate Balance Sheets $124 trillion $028 trillion
with Offshoring Adjustment
Venture Capital Private Equity Uninvested Commitments$05 trillion
Public and Private Pension Funds $095 trillion $006 trillion
$542 trillion + $153 trillion
Endowments (US amp Canada) + $001 trillion
CanadaUS
Total Cash Liquidity Pool (October 2014) $696 trillion
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
7
Federal Reserve Balance Sheet
3 Rounds of QE
FOMC ndash treasury buying
Two largest owners of US
Federal Government debt
are
1 The US Federal Government
(Social Security Trust
Funds)
2 The US Federal Government
(the Federal Reserve
banks)
Wall Street Journal The Fed Favors Guidance Over Bond Buys Oct 29 2014
httpblogswsjcomeconomics20141029the-fed-favors-guidance-over-bond-buysKEYWORDS=federal+reserve+balance+sheet
US Economy (Aboutcom) Who Owns the US National Debt Sept 22 2014
httpuseconomyaboutcomodmonetarypolicyfWho-Owns-US-National-Debthtm
FactCheckorg Who Holds Our Debt Nov 19 2013
httpwwwfactcheckorg201311who-holds-our-debt
Fed balance sheet begins
massive expansion in late
lsquo08
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
8
ZIRP ndash Zero Interest Rate Policy
Source Federal Reserve
httpwwwfederalreservegovdatadownloadBuildaspxrel=H15
Federal Reserve Discount has
been less than 1 since
December lsquo08 Thatrsquos six years ndash
unprecedented
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
9
Stock Market
Dow Jones Industrial Average began
recent run up in early 2009
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Source Yahoo Finance ndash as of Dec 3 2014
httpsfinanceyahoocomechartss=5EDJI+Interactive7B22range223A7B22start223A222008-01-
01T183A003A00000Z222C22end223A222014-12-03T183A003A00000Z227D2C22scale223A22linear227D
10
Oil
Crude prices began recent run up in late 2008
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Source Crude Oil Price
httpwwwinfominecominvestmentmetal-pricescrude-oilall
11
Gold
Began recent run up in late 2008
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Source USA Gold
httpwwwusagoldcomreferencepriceshistoryhtml
Jordan Knauff amp CompanyINVESTMENT BANKERS
12
MampA Valuations - Anecdotally speaking
In my roll as a middle-market investment banker
Everyone wants to buy
I receive 10-20 unsolicited calls and emails every week from private equity firms
ndash ldquoJust want to talkrdquo
ndash Even more frenzied than last run up in lsquo06-rsquo08
Irsquom hearing stories of acquirers bidding 7X 8X 10X even more and losing
ndash Nice solid businesses but not the next Facebook or Google
ndash ldquo6X is the new 5Xrdquo - Patrick Jensen
Demand for acquisitions far outstrips supply of companies going to market
ndash Approximately 3300 PE firms headquartered in US
ndash Approximately 2000-2500 deals per year (2124 in 2013)
The views expressed herein are those of Bill Snow and do not represent the opinions of Jordan Knauff amp Company The information contained herein
should not be relied upon for making investment decisions
Private Equity Growth Capital Council August 2014
httpwwwpegccorgeducationpe-by-the-numbers
Pitchbook PE Breakdown 2014 Annual Report p 4
httppitchbookcomdownloadhtmlid=2014_Annual_US_PE_Breakdown_Reportampkey=aGEW9PfrO1JWh09o
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
13
In June 2014 Federal Reserve Board agreed to end QE in OctoberNew York Times July 9 2014
httpwwwnytimescom20140710businessfederal-reserve-june-minutes-detail-end-of-bond-buying-program-
html_r=0
Source NASDAQ Dec 4 2014
httpwwwnasdaqcommarketscrude-oil-brentaspxtimeframe=1y
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
In Oct 2014 The Fed hintedindicatedteased it may begin raising
interest rates in 2015 ndash probably in the summer or laterBloomberg Oct 7 2014
httpwwwbloombergcomnews2014-10-07dudley-calls-forecast-for-mid-2015-rate-rise-reasonable-html
Oil prices immediately began to
fall
Oil prices fell
faster
14copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Source Bank For International Settlements
httpwwwbisorgbcbsbasel3basel3_phase_in_arrangements
Jordan Knauff amp CompanyINVESTMENT BANKERS
15
Panel Discussion
Todayrsquos valuations ndash Unusual High About the same
ndash Any worry or concerns
ndash How are buyers financing MampA deals
Is now the time ndash Take advantage of todayrsquos valuations
ndash Or wait Tomorrow might mean higher profits but lower multiples
ndash Financial planning in a low interest rate environment
Effects of a tighter monetary policy ndash Is the window closing Tighter money (end of QE end of ZIRP)
ndash How will Basel III affect commercial lending (and by extension valuations)
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
16
Contact info
Patrick J Jensen
Managing Director
Prairie Capital LP
191 North Wacker Drive
Suite 800
Chicago IL 60606
312-360-1133 x 244
pjensenprairie-capitalcom
Harry Cendrowski
Managing Director
Cendrowski Corporate Advisors
(866) 717-1607
180 North LaSalle Street
Suite 2620
Chicago IL 60601
hccendselcom
Steven Tonhaiser
Vice President ndash Portfolio
Manager
FirstMerit Private Bank
222 N LaSalle Street
Suite1200
Chicago IL 60601
312-429-3619
StevenTonhaiserFirstMeritcom
Frederick R Kaufmann
Senior Vice President
First Merit Bank
847-391-6283
678 Lee St
Des Plaines IL 60016
frederickkaufmannfirstmeritco
m
Bill Snow
Managing Director
Jordan Knauff amp Company
200 W Madison Street
Suite 980
Chicago IL 60606
312-254-5904
wsnowjordanknauffcom
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
17
Appendix A ndash Status of the Capital Markets
copy Jordan Knauff amp Company member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
December 2014
Proprietary amp Confidential
Status of the Capital Markets
Cash Liquidity
The Storehouses of Capital
Jordan Knauff amp CompanyINVESTMENT BANKERS
19
Why Cash Liquidity(1) is Important in the Middle-Market
For mergers and acquisitions (MampA) transactions in the middle-market one of
the most important concerns is the amount of liquidity in the marketplace Greater
liquidity can result in easier borrowing at lower rates Thus the cash positions of
central bank reserves and non-banking finance companies (NBFCs) provide a
general forecast for middle-market MampA Much like in real estate the ability to borrow
at low rates usually increases the prices paid for assets and decreases the
transaction time as more money chases a shrinking pool of desirable deals
However NBFCs and commercial banks do not frequently engage in MampA
activities themselves except as strategic buyers in their own industries Private
equity (PE) and strategic buyers are by far the most frequent participants in MampA
Thus a forecast for the market can be obtained by measuring the level of
uncommitted funds in PE and the amount of cash residing on corporate balance
sheets supplemented by the amount of cash reserves available to their financiers
the commercial banks This is the ldquodry powderrdquo that fuels the MampA middle-market
High levels of uninvested funds lead to pressure from investors to put capital to good
use or return cash to the Limited Partners of PE funds and shareholders of cash rich
corporations This pressure can create an excellent climate for pitching deals
____________________
(1) Cash liquidity is defined as cash and cash equivalents for the purpose of this analysis
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
20
Status of the Capital Markets Cash Liquidity
Banking System (reserve deposits)
US = $26 trillion(1) Canada = $119
trillion(2)
____________________
(1) Federal Reserve Bank of St Louis Federal Reserve Economic Data October 1 2014
(2) Bank of Canada Table 176-0025 - Chartered bank assets and liabilities and monetary aggregates monthly average seasonally adjusted Conversion
rate of 1 CAD = 092925 USD
$0
$500
$1000
$1500
$2000
$2500
$3000
1959 1966 1974 1981 1989 1996 2004 2011
Billio
ns
of
Do
llars
Excess Reserves of Depository InstitutionsOctober 2014
0
10
20
30
40
50
60
70
$0
$200
$400
$600
$800
$1000
$1200
$1400
1974 1979 1984 1989 1994 1999 2004 2009 2014
Billio
ns
of
Can
ad
ian
Do
llars
Chartered Canadian Deposits in Excess of LoansSeptember 2014
Excess Deposits of Deposits in Excess of Current Loans
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
21
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes on Banking System Cash Liquidity
ndash The Canadian banking system does not require official levels of cash reserves as in the
UK and Australia The data we have compiled to approximate US excess reserves is the
amount by which Canadian Chartered Bank Deposits exceed recorded loans
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
22
Status of the Capital Markets Cash Liquidity (contrsquod)
Finance Companies
US = $013 trillion(1)
____________________
(1) Federal Reserve Bank of St Louis Domestic finance companies cash and cash equivalents outstanding quarterly not seasonally adjusted September
22 2014
$100
$105
$110
$115
$120
$125
$130
$135
$140
Q4 2010 Q2 2011 Q4 2011 Q2 2012 Q4 2012 Q2 2013 Q4 2013 Q2 2014
Billio
ns
of
Do
llars
Total Cash OutstandingSecond Quarter 2014
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
23
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes on Finance Companies
ndash Canada does not collect national level data on this sector
ndash The Federal Reserve defines finance companies as firms meeting the following criteria(1)
50 or more of assets are business or consumer loans or leases
The institution does not accept deposits and
The institution is not an industrial loan corporation
____________________
(1) Federal Reserve FR3033s Instructions to Survey of Finance Companies December 31 2013
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
24
Status of the Capital Markets Cash Liquidity (contrsquod)
Non-financial Corporate Balance Sheets
US = $18 trillion(1) Canada = $028
trillion(3)
____________________
(1) Board of Governors of the Federal Reserve System Z1 Financial Accounts of the United States ndash Second Quarter 2014 September 18 2014 p 70
(2) JP Morgan Asset Management
(3) Statistics Canada Table 187-0001 - Quarterly balance sheet and income statement Conversion rate of 1 CAD = 092925 USD
14
16
18
20
22
24
26
28
30
00 01 02 03 04 05 06 07 08 09 10 11 12 13
Corporate Cash as a Percent of Current Assets (2)
SampP 500 Companies at December 2013
$0
$500
$1000
$1500
$2000
$2500
1945 1951 1957 1963 1969 1975 1981 1987 1993 1999 2005 2011
Billio
ns
of
Do
llars
Non-financial Corporate Liquid AssetsSecond Quarter 2014
$0
$50
$100
$150
$200
$250
$300
$350
00 01 02 03 04 05 06 07 08 09 10 11 12 13 14
Billio
ns
of
Can
ad
ian
Do
llars
Cash and Deposits of N on-financial FirmsSecond Quarter 2014
12
14
16
18
20
22
24
26
28
30
00 01 02 03 04 05 06 07 08 09 10 11 12 13 14
Cash and Deposits of Non-financial Firms
as a Percent of Current Assets(3)
Second Quarter 2014
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
25
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes to Non-financial Corporate Balance Sheets
ndash Canada conducts quarterly surveys of all non-financial incorporated entities The total
amount of cash and cash equivalents is projected from these quarterly samples Response
to the survey is compulsory(1)
ndash Canada and the US both use the same GAAP standard(2) to define cash and cash
equivalents with very small differences related to recording of transactions at trade or
settlement date Cash is either currency on hand or demand deposits held at banks Cash
equivalents(3) are any of the following assets asset-backed securities certificates of
deposit time deposits municipal government agency securities commercial paper
credit debit card receivables and money market funds at carrying value that meet the
conditions of having an original maturity of le90 days and are readily convertible to known
amounts of cash
____________________
(1) Statistics Canada Definitions Data Sources and Methods Quarterly Survey of Financial Statements p 2
(2) PwC Similarities and Differences A comparison of Brazilian GAAP IFRS US GAAP and Canadian GAAP for Investment Funds p 8
(3) Federal Accounting Standards Board FAS 95 Statement of Cash Flows paragraphs 7 ndash 10
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
26
US Corporate Cash Offshore
As many media outlets and congressional reports have noted large amounts of
US corporate cash is officially domiciled offshore to defer recognition for tax
purposes
According to Moodyrsquos Investor Service offshore cash constituted 577 of US
corporate cash reserves(1)
Although this cash is officially domiciled offshore in foreign subsidiaries
investigations by Senator Carl Levin have revealed that at least 46 of offshore
reserves are present in the US financial system(2)
As a result we estimate that 311 of US corporate cash reserves are both
offshore and not present in the US financial systemUS Cash on Balance Sheets Less
Actually Offshored Cash
US = $124 trillion
____________________
(1) Richard Waters ldquoCorporate Americarsquos Overseas Cash Pile Rises to $947 Billionrdquo Financial Times March 31 2014
(2) United States Senate Permanent Subcommittee on Investigations Committee on Homeland Security and Governmental Affairs Carl Levin Chairman
Offshore Funds Located Onshore Majority Staff Report Addendum December 14 2011
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
27
Status of the Capital Markets Cash Liquidity (contrsquod)
Venture Capital Private Equity Uninvested Commitments
US = $05 trillion(1)
____________________
(1) Pitchbook Data 2H 2014 US PE amp VC Fundraising amp Capital Overhang Report July 31 2014 p 9 16
$541 $526 $504 $484 $497 $509 $486
$94 $92 $85 $78 $76 $69$58
$0
$100
$200
$300
$400
$500
$600
$700
2007 2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
PE and VC Capital OverhangDecember 2013
Private Equity Venture Capital
$635$562 $578 $544$618 $589 $573
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
28
Status of the Capital Markets Cash Liquidity (contrsquod)
Public and Private Pension Funds
US = $188 trillion(1) Canada = $13
trillion(2)
Average 50 Cash Balance = ~ US $9500 Billion Average 50 Cash Balance = ~ US $650 Billion
____________________
(1) Towers Watson Global Pension Assets Study February 5 2014
(2) Statistics Canada Table 280-0003 - Trusteed pension funds market and book value of assets by foreign and domestic holdings quarterly Conversion
rate of 1 CAD = 092925 USD
$8000
$10000
$12000
$14000
$16000
$18000
$20000
2008 2009 2010 2011 2012 2013E
Bil
lio
ns
of
Do
lla
rs
Pension Fund Assets
0
1
2
3
4
5
6
7
8
$0
$200
$400
$600
$800
$1000
$1200
$1400
$1600
2000 2002 2004 2006 2008 2010 2012 2014
Bil
lio
ns
of
Ca
na
dia
n D
oll
ars
Pension Fund AssetsFirst Quarter 2014
Total Assets Cash PE and VC
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
29
Status of the Capital Markets Cash Liquidity (contrsquod)
Endowments
US and Canada = $045 trillion(1)
Average 40 Cash Balance = ~ $180 billion Currently 30 Cash Balance = ~
$136 billion
____________________
(1) National Association of College and University Business Officers Annual Commonfund Study of Endowment Results In US dollars
0
2
4
6
8
10
12
$0
$50
$100
$150
$200
$250
$300
$350
$400
$450
$500
2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Total Assets of US and Canadian Endowments
with Selected Allocations
Total Endowment Funds Private Equity Cash
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
30
Status of the Capital Markets Cash Liquidity (contrsquod)
Insurance
____________________
(1) Federal Insurance Office US Department of the Treasury Annual Report on the Insurance Industry September 2014
(2) Prequin Ltd Prequin Special Report Insurance Companies Investing in Private Equity 2012
$115
$120
$125
$130
$135
$140
$145
$150
$155
$160
2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Allocation of US Insurance Firms to Private Equity(2)
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
31
Status of the Capital Markets Cash Liquidity (contrsquod)
Business Development Companies (BDC)
ndash Defined in a 1980 amendment to the Investment Company Act of 1940
ndash A BDC may be either private or publicly traded
ndash BDCs are similar to a closed-end mutual fund or REIT with the following investment
restrictions
A BDC must only purchase equity or offer debt to non-public firms with more than $2 million in capital
and surplus but less than $4 million in assets and
A BDC must provide significant managerial assistance to the firms in its debt and equity portfolios
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
32
The Impact of Liquidity in the Current MampA Climate
An increasingly important factor in the MampA market is the presence of pension
insurance endowment and family office funds These investors are typically focused
on much longer term investment than other market participants The public frequently
views these participants as conservative investors benefitting ldquowidows and orphansrdquo
However the long liability horizons and predictable pay out requirements for these
participants enable them to place large portions of their assets in illiquid long-term
investments Although trends indicate that these funds are increasing their level of
direct investment in private firms the vast majority of these participantsrsquo impact on the
MampA market is via PE funds The lower the yields on fixed income the more
desirable PE investments become The willingness of PE firms to launch new funds
often depends on the participation and sponsorship of these institutional investors
A secular trend of low returning fixed income assets and large amounts of
corporate cash currently prevails This environment leads PE operators into being
more inclined to fill launched funds quickly in order to launch subsequent funds while
conditions are still favorable for institutional investments The desire of PE funds to
make hay while the sun shines is augmented by corporate cash flowing into strategic
acquisitions which places even more upward pressure on MampA pricing All of these
factors point to a prime sellersrsquo market in MampA
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
33
Status of the Capital Markets Cash Liquidity (contrsquod)
Summary of the Storehouses of Capital
Banking System (reserve deposits) $26 trillion $119 trillion
Finance Companies $013 trillion
Non-financial Corporate Balance Sheets $124 trillion $028 trillion
with Offshoring Adjustment
Venture Capital Private Equity Uninvested Commitments$05 trillion
Public and Private Pension Funds $095 trillion $006 trillion
$542 trillion + $153 trillion
Endowments (US amp Canada) + $001 trillion
CanadaUS
Total Cash Liquidity Pool (October 2014) $696 trillion
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
8
ZIRP ndash Zero Interest Rate Policy
Source Federal Reserve
httpwwwfederalreservegovdatadownloadBuildaspxrel=H15
Federal Reserve Discount has
been less than 1 since
December lsquo08 Thatrsquos six years ndash
unprecedented
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
9
Stock Market
Dow Jones Industrial Average began
recent run up in early 2009
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Source Yahoo Finance ndash as of Dec 3 2014
httpsfinanceyahoocomechartss=5EDJI+Interactive7B22range223A7B22start223A222008-01-
01T183A003A00000Z222C22end223A222014-12-03T183A003A00000Z227D2C22scale223A22linear227D
10
Oil
Crude prices began recent run up in late 2008
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Source Crude Oil Price
httpwwwinfominecominvestmentmetal-pricescrude-oilall
11
Gold
Began recent run up in late 2008
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Source USA Gold
httpwwwusagoldcomreferencepriceshistoryhtml
Jordan Knauff amp CompanyINVESTMENT BANKERS
12
MampA Valuations - Anecdotally speaking
In my roll as a middle-market investment banker
Everyone wants to buy
I receive 10-20 unsolicited calls and emails every week from private equity firms
ndash ldquoJust want to talkrdquo
ndash Even more frenzied than last run up in lsquo06-rsquo08
Irsquom hearing stories of acquirers bidding 7X 8X 10X even more and losing
ndash Nice solid businesses but not the next Facebook or Google
ndash ldquo6X is the new 5Xrdquo - Patrick Jensen
Demand for acquisitions far outstrips supply of companies going to market
ndash Approximately 3300 PE firms headquartered in US
ndash Approximately 2000-2500 deals per year (2124 in 2013)
The views expressed herein are those of Bill Snow and do not represent the opinions of Jordan Knauff amp Company The information contained herein
should not be relied upon for making investment decisions
Private Equity Growth Capital Council August 2014
httpwwwpegccorgeducationpe-by-the-numbers
Pitchbook PE Breakdown 2014 Annual Report p 4
httppitchbookcomdownloadhtmlid=2014_Annual_US_PE_Breakdown_Reportampkey=aGEW9PfrO1JWh09o
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
13
In June 2014 Federal Reserve Board agreed to end QE in OctoberNew York Times July 9 2014
httpwwwnytimescom20140710businessfederal-reserve-june-minutes-detail-end-of-bond-buying-program-
html_r=0
Source NASDAQ Dec 4 2014
httpwwwnasdaqcommarketscrude-oil-brentaspxtimeframe=1y
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
In Oct 2014 The Fed hintedindicatedteased it may begin raising
interest rates in 2015 ndash probably in the summer or laterBloomberg Oct 7 2014
httpwwwbloombergcomnews2014-10-07dudley-calls-forecast-for-mid-2015-rate-rise-reasonable-html
Oil prices immediately began to
fall
Oil prices fell
faster
14copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Source Bank For International Settlements
httpwwwbisorgbcbsbasel3basel3_phase_in_arrangements
Jordan Knauff amp CompanyINVESTMENT BANKERS
15
Panel Discussion
Todayrsquos valuations ndash Unusual High About the same
ndash Any worry or concerns
ndash How are buyers financing MampA deals
Is now the time ndash Take advantage of todayrsquos valuations
ndash Or wait Tomorrow might mean higher profits but lower multiples
ndash Financial planning in a low interest rate environment
Effects of a tighter monetary policy ndash Is the window closing Tighter money (end of QE end of ZIRP)
ndash How will Basel III affect commercial lending (and by extension valuations)
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
16
Contact info
Patrick J Jensen
Managing Director
Prairie Capital LP
191 North Wacker Drive
Suite 800
Chicago IL 60606
312-360-1133 x 244
pjensenprairie-capitalcom
Harry Cendrowski
Managing Director
Cendrowski Corporate Advisors
(866) 717-1607
180 North LaSalle Street
Suite 2620
Chicago IL 60601
hccendselcom
Steven Tonhaiser
Vice President ndash Portfolio
Manager
FirstMerit Private Bank
222 N LaSalle Street
Suite1200
Chicago IL 60601
312-429-3619
StevenTonhaiserFirstMeritcom
Frederick R Kaufmann
Senior Vice President
First Merit Bank
847-391-6283
678 Lee St
Des Plaines IL 60016
frederickkaufmannfirstmeritco
m
Bill Snow
Managing Director
Jordan Knauff amp Company
200 W Madison Street
Suite 980
Chicago IL 60606
312-254-5904
wsnowjordanknauffcom
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
17
Appendix A ndash Status of the Capital Markets
copy Jordan Knauff amp Company member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
December 2014
Proprietary amp Confidential
Status of the Capital Markets
Cash Liquidity
The Storehouses of Capital
Jordan Knauff amp CompanyINVESTMENT BANKERS
19
Why Cash Liquidity(1) is Important in the Middle-Market
For mergers and acquisitions (MampA) transactions in the middle-market one of
the most important concerns is the amount of liquidity in the marketplace Greater
liquidity can result in easier borrowing at lower rates Thus the cash positions of
central bank reserves and non-banking finance companies (NBFCs) provide a
general forecast for middle-market MampA Much like in real estate the ability to borrow
at low rates usually increases the prices paid for assets and decreases the
transaction time as more money chases a shrinking pool of desirable deals
However NBFCs and commercial banks do not frequently engage in MampA
activities themselves except as strategic buyers in their own industries Private
equity (PE) and strategic buyers are by far the most frequent participants in MampA
Thus a forecast for the market can be obtained by measuring the level of
uncommitted funds in PE and the amount of cash residing on corporate balance
sheets supplemented by the amount of cash reserves available to their financiers
the commercial banks This is the ldquodry powderrdquo that fuels the MampA middle-market
High levels of uninvested funds lead to pressure from investors to put capital to good
use or return cash to the Limited Partners of PE funds and shareholders of cash rich
corporations This pressure can create an excellent climate for pitching deals
____________________
(1) Cash liquidity is defined as cash and cash equivalents for the purpose of this analysis
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
20
Status of the Capital Markets Cash Liquidity
Banking System (reserve deposits)
US = $26 trillion(1) Canada = $119
trillion(2)
____________________
(1) Federal Reserve Bank of St Louis Federal Reserve Economic Data October 1 2014
(2) Bank of Canada Table 176-0025 - Chartered bank assets and liabilities and monetary aggregates monthly average seasonally adjusted Conversion
rate of 1 CAD = 092925 USD
$0
$500
$1000
$1500
$2000
$2500
$3000
1959 1966 1974 1981 1989 1996 2004 2011
Billio
ns
of
Do
llars
Excess Reserves of Depository InstitutionsOctober 2014
0
10
20
30
40
50
60
70
$0
$200
$400
$600
$800
$1000
$1200
$1400
1974 1979 1984 1989 1994 1999 2004 2009 2014
Billio
ns
of
Can
ad
ian
Do
llars
Chartered Canadian Deposits in Excess of LoansSeptember 2014
Excess Deposits of Deposits in Excess of Current Loans
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
21
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes on Banking System Cash Liquidity
ndash The Canadian banking system does not require official levels of cash reserves as in the
UK and Australia The data we have compiled to approximate US excess reserves is the
amount by which Canadian Chartered Bank Deposits exceed recorded loans
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
22
Status of the Capital Markets Cash Liquidity (contrsquod)
Finance Companies
US = $013 trillion(1)
____________________
(1) Federal Reserve Bank of St Louis Domestic finance companies cash and cash equivalents outstanding quarterly not seasonally adjusted September
22 2014
$100
$105
$110
$115
$120
$125
$130
$135
$140
Q4 2010 Q2 2011 Q4 2011 Q2 2012 Q4 2012 Q2 2013 Q4 2013 Q2 2014
Billio
ns
of
Do
llars
Total Cash OutstandingSecond Quarter 2014
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
23
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes on Finance Companies
ndash Canada does not collect national level data on this sector
ndash The Federal Reserve defines finance companies as firms meeting the following criteria(1)
50 or more of assets are business or consumer loans or leases
The institution does not accept deposits and
The institution is not an industrial loan corporation
____________________
(1) Federal Reserve FR3033s Instructions to Survey of Finance Companies December 31 2013
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
24
Status of the Capital Markets Cash Liquidity (contrsquod)
Non-financial Corporate Balance Sheets
US = $18 trillion(1) Canada = $028
trillion(3)
____________________
(1) Board of Governors of the Federal Reserve System Z1 Financial Accounts of the United States ndash Second Quarter 2014 September 18 2014 p 70
(2) JP Morgan Asset Management
(3) Statistics Canada Table 187-0001 - Quarterly balance sheet and income statement Conversion rate of 1 CAD = 092925 USD
14
16
18
20
22
24
26
28
30
00 01 02 03 04 05 06 07 08 09 10 11 12 13
Corporate Cash as a Percent of Current Assets (2)
SampP 500 Companies at December 2013
$0
$500
$1000
$1500
$2000
$2500
1945 1951 1957 1963 1969 1975 1981 1987 1993 1999 2005 2011
Billio
ns
of
Do
llars
Non-financial Corporate Liquid AssetsSecond Quarter 2014
$0
$50
$100
$150
$200
$250
$300
$350
00 01 02 03 04 05 06 07 08 09 10 11 12 13 14
Billio
ns
of
Can
ad
ian
Do
llars
Cash and Deposits of N on-financial FirmsSecond Quarter 2014
12
14
16
18
20
22
24
26
28
30
00 01 02 03 04 05 06 07 08 09 10 11 12 13 14
Cash and Deposits of Non-financial Firms
as a Percent of Current Assets(3)
Second Quarter 2014
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
25
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes to Non-financial Corporate Balance Sheets
ndash Canada conducts quarterly surveys of all non-financial incorporated entities The total
amount of cash and cash equivalents is projected from these quarterly samples Response
to the survey is compulsory(1)
ndash Canada and the US both use the same GAAP standard(2) to define cash and cash
equivalents with very small differences related to recording of transactions at trade or
settlement date Cash is either currency on hand or demand deposits held at banks Cash
equivalents(3) are any of the following assets asset-backed securities certificates of
deposit time deposits municipal government agency securities commercial paper
credit debit card receivables and money market funds at carrying value that meet the
conditions of having an original maturity of le90 days and are readily convertible to known
amounts of cash
____________________
(1) Statistics Canada Definitions Data Sources and Methods Quarterly Survey of Financial Statements p 2
(2) PwC Similarities and Differences A comparison of Brazilian GAAP IFRS US GAAP and Canadian GAAP for Investment Funds p 8
(3) Federal Accounting Standards Board FAS 95 Statement of Cash Flows paragraphs 7 ndash 10
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
26
US Corporate Cash Offshore
As many media outlets and congressional reports have noted large amounts of
US corporate cash is officially domiciled offshore to defer recognition for tax
purposes
According to Moodyrsquos Investor Service offshore cash constituted 577 of US
corporate cash reserves(1)
Although this cash is officially domiciled offshore in foreign subsidiaries
investigations by Senator Carl Levin have revealed that at least 46 of offshore
reserves are present in the US financial system(2)
As a result we estimate that 311 of US corporate cash reserves are both
offshore and not present in the US financial systemUS Cash on Balance Sheets Less
Actually Offshored Cash
US = $124 trillion
____________________
(1) Richard Waters ldquoCorporate Americarsquos Overseas Cash Pile Rises to $947 Billionrdquo Financial Times March 31 2014
(2) United States Senate Permanent Subcommittee on Investigations Committee on Homeland Security and Governmental Affairs Carl Levin Chairman
Offshore Funds Located Onshore Majority Staff Report Addendum December 14 2011
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
27
Status of the Capital Markets Cash Liquidity (contrsquod)
Venture Capital Private Equity Uninvested Commitments
US = $05 trillion(1)
____________________
(1) Pitchbook Data 2H 2014 US PE amp VC Fundraising amp Capital Overhang Report July 31 2014 p 9 16
$541 $526 $504 $484 $497 $509 $486
$94 $92 $85 $78 $76 $69$58
$0
$100
$200
$300
$400
$500
$600
$700
2007 2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
PE and VC Capital OverhangDecember 2013
Private Equity Venture Capital
$635$562 $578 $544$618 $589 $573
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
28
Status of the Capital Markets Cash Liquidity (contrsquod)
Public and Private Pension Funds
US = $188 trillion(1) Canada = $13
trillion(2)
Average 50 Cash Balance = ~ US $9500 Billion Average 50 Cash Balance = ~ US $650 Billion
____________________
(1) Towers Watson Global Pension Assets Study February 5 2014
(2) Statistics Canada Table 280-0003 - Trusteed pension funds market and book value of assets by foreign and domestic holdings quarterly Conversion
rate of 1 CAD = 092925 USD
$8000
$10000
$12000
$14000
$16000
$18000
$20000
2008 2009 2010 2011 2012 2013E
Bil
lio
ns
of
Do
lla
rs
Pension Fund Assets
0
1
2
3
4
5
6
7
8
$0
$200
$400
$600
$800
$1000
$1200
$1400
$1600
2000 2002 2004 2006 2008 2010 2012 2014
Bil
lio
ns
of
Ca
na
dia
n D
oll
ars
Pension Fund AssetsFirst Quarter 2014
Total Assets Cash PE and VC
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
29
Status of the Capital Markets Cash Liquidity (contrsquod)
Endowments
US and Canada = $045 trillion(1)
Average 40 Cash Balance = ~ $180 billion Currently 30 Cash Balance = ~
$136 billion
____________________
(1) National Association of College and University Business Officers Annual Commonfund Study of Endowment Results In US dollars
0
2
4
6
8
10
12
$0
$50
$100
$150
$200
$250
$300
$350
$400
$450
$500
2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Total Assets of US and Canadian Endowments
with Selected Allocations
Total Endowment Funds Private Equity Cash
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
30
Status of the Capital Markets Cash Liquidity (contrsquod)
Insurance
____________________
(1) Federal Insurance Office US Department of the Treasury Annual Report on the Insurance Industry September 2014
(2) Prequin Ltd Prequin Special Report Insurance Companies Investing in Private Equity 2012
$115
$120
$125
$130
$135
$140
$145
$150
$155
$160
2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Allocation of US Insurance Firms to Private Equity(2)
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
31
Status of the Capital Markets Cash Liquidity (contrsquod)
Business Development Companies (BDC)
ndash Defined in a 1980 amendment to the Investment Company Act of 1940
ndash A BDC may be either private or publicly traded
ndash BDCs are similar to a closed-end mutual fund or REIT with the following investment
restrictions
A BDC must only purchase equity or offer debt to non-public firms with more than $2 million in capital
and surplus but less than $4 million in assets and
A BDC must provide significant managerial assistance to the firms in its debt and equity portfolios
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
32
The Impact of Liquidity in the Current MampA Climate
An increasingly important factor in the MampA market is the presence of pension
insurance endowment and family office funds These investors are typically focused
on much longer term investment than other market participants The public frequently
views these participants as conservative investors benefitting ldquowidows and orphansrdquo
However the long liability horizons and predictable pay out requirements for these
participants enable them to place large portions of their assets in illiquid long-term
investments Although trends indicate that these funds are increasing their level of
direct investment in private firms the vast majority of these participantsrsquo impact on the
MampA market is via PE funds The lower the yields on fixed income the more
desirable PE investments become The willingness of PE firms to launch new funds
often depends on the participation and sponsorship of these institutional investors
A secular trend of low returning fixed income assets and large amounts of
corporate cash currently prevails This environment leads PE operators into being
more inclined to fill launched funds quickly in order to launch subsequent funds while
conditions are still favorable for institutional investments The desire of PE funds to
make hay while the sun shines is augmented by corporate cash flowing into strategic
acquisitions which places even more upward pressure on MampA pricing All of these
factors point to a prime sellersrsquo market in MampA
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
33
Status of the Capital Markets Cash Liquidity (contrsquod)
Summary of the Storehouses of Capital
Banking System (reserve deposits) $26 trillion $119 trillion
Finance Companies $013 trillion
Non-financial Corporate Balance Sheets $124 trillion $028 trillion
with Offshoring Adjustment
Venture Capital Private Equity Uninvested Commitments$05 trillion
Public and Private Pension Funds $095 trillion $006 trillion
$542 trillion + $153 trillion
Endowments (US amp Canada) + $001 trillion
CanadaUS
Total Cash Liquidity Pool (October 2014) $696 trillion
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
9
Stock Market
Dow Jones Industrial Average began
recent run up in early 2009
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Source Yahoo Finance ndash as of Dec 3 2014
httpsfinanceyahoocomechartss=5EDJI+Interactive7B22range223A7B22start223A222008-01-
01T183A003A00000Z222C22end223A222014-12-03T183A003A00000Z227D2C22scale223A22linear227D
10
Oil
Crude prices began recent run up in late 2008
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Source Crude Oil Price
httpwwwinfominecominvestmentmetal-pricescrude-oilall
11
Gold
Began recent run up in late 2008
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Source USA Gold
httpwwwusagoldcomreferencepriceshistoryhtml
Jordan Knauff amp CompanyINVESTMENT BANKERS
12
MampA Valuations - Anecdotally speaking
In my roll as a middle-market investment banker
Everyone wants to buy
I receive 10-20 unsolicited calls and emails every week from private equity firms
ndash ldquoJust want to talkrdquo
ndash Even more frenzied than last run up in lsquo06-rsquo08
Irsquom hearing stories of acquirers bidding 7X 8X 10X even more and losing
ndash Nice solid businesses but not the next Facebook or Google
ndash ldquo6X is the new 5Xrdquo - Patrick Jensen
Demand for acquisitions far outstrips supply of companies going to market
ndash Approximately 3300 PE firms headquartered in US
ndash Approximately 2000-2500 deals per year (2124 in 2013)
The views expressed herein are those of Bill Snow and do not represent the opinions of Jordan Knauff amp Company The information contained herein
should not be relied upon for making investment decisions
Private Equity Growth Capital Council August 2014
httpwwwpegccorgeducationpe-by-the-numbers
Pitchbook PE Breakdown 2014 Annual Report p 4
httppitchbookcomdownloadhtmlid=2014_Annual_US_PE_Breakdown_Reportampkey=aGEW9PfrO1JWh09o
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
13
In June 2014 Federal Reserve Board agreed to end QE in OctoberNew York Times July 9 2014
httpwwwnytimescom20140710businessfederal-reserve-june-minutes-detail-end-of-bond-buying-program-
html_r=0
Source NASDAQ Dec 4 2014
httpwwwnasdaqcommarketscrude-oil-brentaspxtimeframe=1y
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
In Oct 2014 The Fed hintedindicatedteased it may begin raising
interest rates in 2015 ndash probably in the summer or laterBloomberg Oct 7 2014
httpwwwbloombergcomnews2014-10-07dudley-calls-forecast-for-mid-2015-rate-rise-reasonable-html
Oil prices immediately began to
fall
Oil prices fell
faster
14copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Source Bank For International Settlements
httpwwwbisorgbcbsbasel3basel3_phase_in_arrangements
Jordan Knauff amp CompanyINVESTMENT BANKERS
15
Panel Discussion
Todayrsquos valuations ndash Unusual High About the same
ndash Any worry or concerns
ndash How are buyers financing MampA deals
Is now the time ndash Take advantage of todayrsquos valuations
ndash Or wait Tomorrow might mean higher profits but lower multiples
ndash Financial planning in a low interest rate environment
Effects of a tighter monetary policy ndash Is the window closing Tighter money (end of QE end of ZIRP)
ndash How will Basel III affect commercial lending (and by extension valuations)
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
16
Contact info
Patrick J Jensen
Managing Director
Prairie Capital LP
191 North Wacker Drive
Suite 800
Chicago IL 60606
312-360-1133 x 244
pjensenprairie-capitalcom
Harry Cendrowski
Managing Director
Cendrowski Corporate Advisors
(866) 717-1607
180 North LaSalle Street
Suite 2620
Chicago IL 60601
hccendselcom
Steven Tonhaiser
Vice President ndash Portfolio
Manager
FirstMerit Private Bank
222 N LaSalle Street
Suite1200
Chicago IL 60601
312-429-3619
StevenTonhaiserFirstMeritcom
Frederick R Kaufmann
Senior Vice President
First Merit Bank
847-391-6283
678 Lee St
Des Plaines IL 60016
frederickkaufmannfirstmeritco
m
Bill Snow
Managing Director
Jordan Knauff amp Company
200 W Madison Street
Suite 980
Chicago IL 60606
312-254-5904
wsnowjordanknauffcom
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
17
Appendix A ndash Status of the Capital Markets
copy Jordan Knauff amp Company member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
December 2014
Proprietary amp Confidential
Status of the Capital Markets
Cash Liquidity
The Storehouses of Capital
Jordan Knauff amp CompanyINVESTMENT BANKERS
19
Why Cash Liquidity(1) is Important in the Middle-Market
For mergers and acquisitions (MampA) transactions in the middle-market one of
the most important concerns is the amount of liquidity in the marketplace Greater
liquidity can result in easier borrowing at lower rates Thus the cash positions of
central bank reserves and non-banking finance companies (NBFCs) provide a
general forecast for middle-market MampA Much like in real estate the ability to borrow
at low rates usually increases the prices paid for assets and decreases the
transaction time as more money chases a shrinking pool of desirable deals
However NBFCs and commercial banks do not frequently engage in MampA
activities themselves except as strategic buyers in their own industries Private
equity (PE) and strategic buyers are by far the most frequent participants in MampA
Thus a forecast for the market can be obtained by measuring the level of
uncommitted funds in PE and the amount of cash residing on corporate balance
sheets supplemented by the amount of cash reserves available to their financiers
the commercial banks This is the ldquodry powderrdquo that fuels the MampA middle-market
High levels of uninvested funds lead to pressure from investors to put capital to good
use or return cash to the Limited Partners of PE funds and shareholders of cash rich
corporations This pressure can create an excellent climate for pitching deals
____________________
(1) Cash liquidity is defined as cash and cash equivalents for the purpose of this analysis
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
20
Status of the Capital Markets Cash Liquidity
Banking System (reserve deposits)
US = $26 trillion(1) Canada = $119
trillion(2)
____________________
(1) Federal Reserve Bank of St Louis Federal Reserve Economic Data October 1 2014
(2) Bank of Canada Table 176-0025 - Chartered bank assets and liabilities and monetary aggregates monthly average seasonally adjusted Conversion
rate of 1 CAD = 092925 USD
$0
$500
$1000
$1500
$2000
$2500
$3000
1959 1966 1974 1981 1989 1996 2004 2011
Billio
ns
of
Do
llars
Excess Reserves of Depository InstitutionsOctober 2014
0
10
20
30
40
50
60
70
$0
$200
$400
$600
$800
$1000
$1200
$1400
1974 1979 1984 1989 1994 1999 2004 2009 2014
Billio
ns
of
Can
ad
ian
Do
llars
Chartered Canadian Deposits in Excess of LoansSeptember 2014
Excess Deposits of Deposits in Excess of Current Loans
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
21
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes on Banking System Cash Liquidity
ndash The Canadian banking system does not require official levels of cash reserves as in the
UK and Australia The data we have compiled to approximate US excess reserves is the
amount by which Canadian Chartered Bank Deposits exceed recorded loans
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
22
Status of the Capital Markets Cash Liquidity (contrsquod)
Finance Companies
US = $013 trillion(1)
____________________
(1) Federal Reserve Bank of St Louis Domestic finance companies cash and cash equivalents outstanding quarterly not seasonally adjusted September
22 2014
$100
$105
$110
$115
$120
$125
$130
$135
$140
Q4 2010 Q2 2011 Q4 2011 Q2 2012 Q4 2012 Q2 2013 Q4 2013 Q2 2014
Billio
ns
of
Do
llars
Total Cash OutstandingSecond Quarter 2014
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
23
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes on Finance Companies
ndash Canada does not collect national level data on this sector
ndash The Federal Reserve defines finance companies as firms meeting the following criteria(1)
50 or more of assets are business or consumer loans or leases
The institution does not accept deposits and
The institution is not an industrial loan corporation
____________________
(1) Federal Reserve FR3033s Instructions to Survey of Finance Companies December 31 2013
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
24
Status of the Capital Markets Cash Liquidity (contrsquod)
Non-financial Corporate Balance Sheets
US = $18 trillion(1) Canada = $028
trillion(3)
____________________
(1) Board of Governors of the Federal Reserve System Z1 Financial Accounts of the United States ndash Second Quarter 2014 September 18 2014 p 70
(2) JP Morgan Asset Management
(3) Statistics Canada Table 187-0001 - Quarterly balance sheet and income statement Conversion rate of 1 CAD = 092925 USD
14
16
18
20
22
24
26
28
30
00 01 02 03 04 05 06 07 08 09 10 11 12 13
Corporate Cash as a Percent of Current Assets (2)
SampP 500 Companies at December 2013
$0
$500
$1000
$1500
$2000
$2500
1945 1951 1957 1963 1969 1975 1981 1987 1993 1999 2005 2011
Billio
ns
of
Do
llars
Non-financial Corporate Liquid AssetsSecond Quarter 2014
$0
$50
$100
$150
$200
$250
$300
$350
00 01 02 03 04 05 06 07 08 09 10 11 12 13 14
Billio
ns
of
Can
ad
ian
Do
llars
Cash and Deposits of N on-financial FirmsSecond Quarter 2014
12
14
16
18
20
22
24
26
28
30
00 01 02 03 04 05 06 07 08 09 10 11 12 13 14
Cash and Deposits of Non-financial Firms
as a Percent of Current Assets(3)
Second Quarter 2014
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
25
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes to Non-financial Corporate Balance Sheets
ndash Canada conducts quarterly surveys of all non-financial incorporated entities The total
amount of cash and cash equivalents is projected from these quarterly samples Response
to the survey is compulsory(1)
ndash Canada and the US both use the same GAAP standard(2) to define cash and cash
equivalents with very small differences related to recording of transactions at trade or
settlement date Cash is either currency on hand or demand deposits held at banks Cash
equivalents(3) are any of the following assets asset-backed securities certificates of
deposit time deposits municipal government agency securities commercial paper
credit debit card receivables and money market funds at carrying value that meet the
conditions of having an original maturity of le90 days and are readily convertible to known
amounts of cash
____________________
(1) Statistics Canada Definitions Data Sources and Methods Quarterly Survey of Financial Statements p 2
(2) PwC Similarities and Differences A comparison of Brazilian GAAP IFRS US GAAP and Canadian GAAP for Investment Funds p 8
(3) Federal Accounting Standards Board FAS 95 Statement of Cash Flows paragraphs 7 ndash 10
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
26
US Corporate Cash Offshore
As many media outlets and congressional reports have noted large amounts of
US corporate cash is officially domiciled offshore to defer recognition for tax
purposes
According to Moodyrsquos Investor Service offshore cash constituted 577 of US
corporate cash reserves(1)
Although this cash is officially domiciled offshore in foreign subsidiaries
investigations by Senator Carl Levin have revealed that at least 46 of offshore
reserves are present in the US financial system(2)
As a result we estimate that 311 of US corporate cash reserves are both
offshore and not present in the US financial systemUS Cash on Balance Sheets Less
Actually Offshored Cash
US = $124 trillion
____________________
(1) Richard Waters ldquoCorporate Americarsquos Overseas Cash Pile Rises to $947 Billionrdquo Financial Times March 31 2014
(2) United States Senate Permanent Subcommittee on Investigations Committee on Homeland Security and Governmental Affairs Carl Levin Chairman
Offshore Funds Located Onshore Majority Staff Report Addendum December 14 2011
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
27
Status of the Capital Markets Cash Liquidity (contrsquod)
Venture Capital Private Equity Uninvested Commitments
US = $05 trillion(1)
____________________
(1) Pitchbook Data 2H 2014 US PE amp VC Fundraising amp Capital Overhang Report July 31 2014 p 9 16
$541 $526 $504 $484 $497 $509 $486
$94 $92 $85 $78 $76 $69$58
$0
$100
$200
$300
$400
$500
$600
$700
2007 2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
PE and VC Capital OverhangDecember 2013
Private Equity Venture Capital
$635$562 $578 $544$618 $589 $573
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
28
Status of the Capital Markets Cash Liquidity (contrsquod)
Public and Private Pension Funds
US = $188 trillion(1) Canada = $13
trillion(2)
Average 50 Cash Balance = ~ US $9500 Billion Average 50 Cash Balance = ~ US $650 Billion
____________________
(1) Towers Watson Global Pension Assets Study February 5 2014
(2) Statistics Canada Table 280-0003 - Trusteed pension funds market and book value of assets by foreign and domestic holdings quarterly Conversion
rate of 1 CAD = 092925 USD
$8000
$10000
$12000
$14000
$16000
$18000
$20000
2008 2009 2010 2011 2012 2013E
Bil
lio
ns
of
Do
lla
rs
Pension Fund Assets
0
1
2
3
4
5
6
7
8
$0
$200
$400
$600
$800
$1000
$1200
$1400
$1600
2000 2002 2004 2006 2008 2010 2012 2014
Bil
lio
ns
of
Ca
na
dia
n D
oll
ars
Pension Fund AssetsFirst Quarter 2014
Total Assets Cash PE and VC
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
29
Status of the Capital Markets Cash Liquidity (contrsquod)
Endowments
US and Canada = $045 trillion(1)
Average 40 Cash Balance = ~ $180 billion Currently 30 Cash Balance = ~
$136 billion
____________________
(1) National Association of College and University Business Officers Annual Commonfund Study of Endowment Results In US dollars
0
2
4
6
8
10
12
$0
$50
$100
$150
$200
$250
$300
$350
$400
$450
$500
2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Total Assets of US and Canadian Endowments
with Selected Allocations
Total Endowment Funds Private Equity Cash
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
30
Status of the Capital Markets Cash Liquidity (contrsquod)
Insurance
____________________
(1) Federal Insurance Office US Department of the Treasury Annual Report on the Insurance Industry September 2014
(2) Prequin Ltd Prequin Special Report Insurance Companies Investing in Private Equity 2012
$115
$120
$125
$130
$135
$140
$145
$150
$155
$160
2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Allocation of US Insurance Firms to Private Equity(2)
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
31
Status of the Capital Markets Cash Liquidity (contrsquod)
Business Development Companies (BDC)
ndash Defined in a 1980 amendment to the Investment Company Act of 1940
ndash A BDC may be either private or publicly traded
ndash BDCs are similar to a closed-end mutual fund or REIT with the following investment
restrictions
A BDC must only purchase equity or offer debt to non-public firms with more than $2 million in capital
and surplus but less than $4 million in assets and
A BDC must provide significant managerial assistance to the firms in its debt and equity portfolios
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
32
The Impact of Liquidity in the Current MampA Climate
An increasingly important factor in the MampA market is the presence of pension
insurance endowment and family office funds These investors are typically focused
on much longer term investment than other market participants The public frequently
views these participants as conservative investors benefitting ldquowidows and orphansrdquo
However the long liability horizons and predictable pay out requirements for these
participants enable them to place large portions of their assets in illiquid long-term
investments Although trends indicate that these funds are increasing their level of
direct investment in private firms the vast majority of these participantsrsquo impact on the
MampA market is via PE funds The lower the yields on fixed income the more
desirable PE investments become The willingness of PE firms to launch new funds
often depends on the participation and sponsorship of these institutional investors
A secular trend of low returning fixed income assets and large amounts of
corporate cash currently prevails This environment leads PE operators into being
more inclined to fill launched funds quickly in order to launch subsequent funds while
conditions are still favorable for institutional investments The desire of PE funds to
make hay while the sun shines is augmented by corporate cash flowing into strategic
acquisitions which places even more upward pressure on MampA pricing All of these
factors point to a prime sellersrsquo market in MampA
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
33
Status of the Capital Markets Cash Liquidity (contrsquod)
Summary of the Storehouses of Capital
Banking System (reserve deposits) $26 trillion $119 trillion
Finance Companies $013 trillion
Non-financial Corporate Balance Sheets $124 trillion $028 trillion
with Offshoring Adjustment
Venture Capital Private Equity Uninvested Commitments$05 trillion
Public and Private Pension Funds $095 trillion $006 trillion
$542 trillion + $153 trillion
Endowments (US amp Canada) + $001 trillion
CanadaUS
Total Cash Liquidity Pool (October 2014) $696 trillion
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
10
Oil
Crude prices began recent run up in late 2008
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Source Crude Oil Price
httpwwwinfominecominvestmentmetal-pricescrude-oilall
11
Gold
Began recent run up in late 2008
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Source USA Gold
httpwwwusagoldcomreferencepriceshistoryhtml
Jordan Knauff amp CompanyINVESTMENT BANKERS
12
MampA Valuations - Anecdotally speaking
In my roll as a middle-market investment banker
Everyone wants to buy
I receive 10-20 unsolicited calls and emails every week from private equity firms
ndash ldquoJust want to talkrdquo
ndash Even more frenzied than last run up in lsquo06-rsquo08
Irsquom hearing stories of acquirers bidding 7X 8X 10X even more and losing
ndash Nice solid businesses but not the next Facebook or Google
ndash ldquo6X is the new 5Xrdquo - Patrick Jensen
Demand for acquisitions far outstrips supply of companies going to market
ndash Approximately 3300 PE firms headquartered in US
ndash Approximately 2000-2500 deals per year (2124 in 2013)
The views expressed herein are those of Bill Snow and do not represent the opinions of Jordan Knauff amp Company The information contained herein
should not be relied upon for making investment decisions
Private Equity Growth Capital Council August 2014
httpwwwpegccorgeducationpe-by-the-numbers
Pitchbook PE Breakdown 2014 Annual Report p 4
httppitchbookcomdownloadhtmlid=2014_Annual_US_PE_Breakdown_Reportampkey=aGEW9PfrO1JWh09o
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
13
In June 2014 Federal Reserve Board agreed to end QE in OctoberNew York Times July 9 2014
httpwwwnytimescom20140710businessfederal-reserve-june-minutes-detail-end-of-bond-buying-program-
html_r=0
Source NASDAQ Dec 4 2014
httpwwwnasdaqcommarketscrude-oil-brentaspxtimeframe=1y
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
In Oct 2014 The Fed hintedindicatedteased it may begin raising
interest rates in 2015 ndash probably in the summer or laterBloomberg Oct 7 2014
httpwwwbloombergcomnews2014-10-07dudley-calls-forecast-for-mid-2015-rate-rise-reasonable-html
Oil prices immediately began to
fall
Oil prices fell
faster
14copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Source Bank For International Settlements
httpwwwbisorgbcbsbasel3basel3_phase_in_arrangements
Jordan Knauff amp CompanyINVESTMENT BANKERS
15
Panel Discussion
Todayrsquos valuations ndash Unusual High About the same
ndash Any worry or concerns
ndash How are buyers financing MampA deals
Is now the time ndash Take advantage of todayrsquos valuations
ndash Or wait Tomorrow might mean higher profits but lower multiples
ndash Financial planning in a low interest rate environment
Effects of a tighter monetary policy ndash Is the window closing Tighter money (end of QE end of ZIRP)
ndash How will Basel III affect commercial lending (and by extension valuations)
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
16
Contact info
Patrick J Jensen
Managing Director
Prairie Capital LP
191 North Wacker Drive
Suite 800
Chicago IL 60606
312-360-1133 x 244
pjensenprairie-capitalcom
Harry Cendrowski
Managing Director
Cendrowski Corporate Advisors
(866) 717-1607
180 North LaSalle Street
Suite 2620
Chicago IL 60601
hccendselcom
Steven Tonhaiser
Vice President ndash Portfolio
Manager
FirstMerit Private Bank
222 N LaSalle Street
Suite1200
Chicago IL 60601
312-429-3619
StevenTonhaiserFirstMeritcom
Frederick R Kaufmann
Senior Vice President
First Merit Bank
847-391-6283
678 Lee St
Des Plaines IL 60016
frederickkaufmannfirstmeritco
m
Bill Snow
Managing Director
Jordan Knauff amp Company
200 W Madison Street
Suite 980
Chicago IL 60606
312-254-5904
wsnowjordanknauffcom
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
17
Appendix A ndash Status of the Capital Markets
copy Jordan Knauff amp Company member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
December 2014
Proprietary amp Confidential
Status of the Capital Markets
Cash Liquidity
The Storehouses of Capital
Jordan Knauff amp CompanyINVESTMENT BANKERS
19
Why Cash Liquidity(1) is Important in the Middle-Market
For mergers and acquisitions (MampA) transactions in the middle-market one of
the most important concerns is the amount of liquidity in the marketplace Greater
liquidity can result in easier borrowing at lower rates Thus the cash positions of
central bank reserves and non-banking finance companies (NBFCs) provide a
general forecast for middle-market MampA Much like in real estate the ability to borrow
at low rates usually increases the prices paid for assets and decreases the
transaction time as more money chases a shrinking pool of desirable deals
However NBFCs and commercial banks do not frequently engage in MampA
activities themselves except as strategic buyers in their own industries Private
equity (PE) and strategic buyers are by far the most frequent participants in MampA
Thus a forecast for the market can be obtained by measuring the level of
uncommitted funds in PE and the amount of cash residing on corporate balance
sheets supplemented by the amount of cash reserves available to their financiers
the commercial banks This is the ldquodry powderrdquo that fuels the MampA middle-market
High levels of uninvested funds lead to pressure from investors to put capital to good
use or return cash to the Limited Partners of PE funds and shareholders of cash rich
corporations This pressure can create an excellent climate for pitching deals
____________________
(1) Cash liquidity is defined as cash and cash equivalents for the purpose of this analysis
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
20
Status of the Capital Markets Cash Liquidity
Banking System (reserve deposits)
US = $26 trillion(1) Canada = $119
trillion(2)
____________________
(1) Federal Reserve Bank of St Louis Federal Reserve Economic Data October 1 2014
(2) Bank of Canada Table 176-0025 - Chartered bank assets and liabilities and monetary aggregates monthly average seasonally adjusted Conversion
rate of 1 CAD = 092925 USD
$0
$500
$1000
$1500
$2000
$2500
$3000
1959 1966 1974 1981 1989 1996 2004 2011
Billio
ns
of
Do
llars
Excess Reserves of Depository InstitutionsOctober 2014
0
10
20
30
40
50
60
70
$0
$200
$400
$600
$800
$1000
$1200
$1400
1974 1979 1984 1989 1994 1999 2004 2009 2014
Billio
ns
of
Can
ad
ian
Do
llars
Chartered Canadian Deposits in Excess of LoansSeptember 2014
Excess Deposits of Deposits in Excess of Current Loans
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
21
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes on Banking System Cash Liquidity
ndash The Canadian banking system does not require official levels of cash reserves as in the
UK and Australia The data we have compiled to approximate US excess reserves is the
amount by which Canadian Chartered Bank Deposits exceed recorded loans
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
22
Status of the Capital Markets Cash Liquidity (contrsquod)
Finance Companies
US = $013 trillion(1)
____________________
(1) Federal Reserve Bank of St Louis Domestic finance companies cash and cash equivalents outstanding quarterly not seasonally adjusted September
22 2014
$100
$105
$110
$115
$120
$125
$130
$135
$140
Q4 2010 Q2 2011 Q4 2011 Q2 2012 Q4 2012 Q2 2013 Q4 2013 Q2 2014
Billio
ns
of
Do
llars
Total Cash OutstandingSecond Quarter 2014
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
23
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes on Finance Companies
ndash Canada does not collect national level data on this sector
ndash The Federal Reserve defines finance companies as firms meeting the following criteria(1)
50 or more of assets are business or consumer loans or leases
The institution does not accept deposits and
The institution is not an industrial loan corporation
____________________
(1) Federal Reserve FR3033s Instructions to Survey of Finance Companies December 31 2013
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
24
Status of the Capital Markets Cash Liquidity (contrsquod)
Non-financial Corporate Balance Sheets
US = $18 trillion(1) Canada = $028
trillion(3)
____________________
(1) Board of Governors of the Federal Reserve System Z1 Financial Accounts of the United States ndash Second Quarter 2014 September 18 2014 p 70
(2) JP Morgan Asset Management
(3) Statistics Canada Table 187-0001 - Quarterly balance sheet and income statement Conversion rate of 1 CAD = 092925 USD
14
16
18
20
22
24
26
28
30
00 01 02 03 04 05 06 07 08 09 10 11 12 13
Corporate Cash as a Percent of Current Assets (2)
SampP 500 Companies at December 2013
$0
$500
$1000
$1500
$2000
$2500
1945 1951 1957 1963 1969 1975 1981 1987 1993 1999 2005 2011
Billio
ns
of
Do
llars
Non-financial Corporate Liquid AssetsSecond Quarter 2014
$0
$50
$100
$150
$200
$250
$300
$350
00 01 02 03 04 05 06 07 08 09 10 11 12 13 14
Billio
ns
of
Can
ad
ian
Do
llars
Cash and Deposits of N on-financial FirmsSecond Quarter 2014
12
14
16
18
20
22
24
26
28
30
00 01 02 03 04 05 06 07 08 09 10 11 12 13 14
Cash and Deposits of Non-financial Firms
as a Percent of Current Assets(3)
Second Quarter 2014
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
25
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes to Non-financial Corporate Balance Sheets
ndash Canada conducts quarterly surveys of all non-financial incorporated entities The total
amount of cash and cash equivalents is projected from these quarterly samples Response
to the survey is compulsory(1)
ndash Canada and the US both use the same GAAP standard(2) to define cash and cash
equivalents with very small differences related to recording of transactions at trade or
settlement date Cash is either currency on hand or demand deposits held at banks Cash
equivalents(3) are any of the following assets asset-backed securities certificates of
deposit time deposits municipal government agency securities commercial paper
credit debit card receivables and money market funds at carrying value that meet the
conditions of having an original maturity of le90 days and are readily convertible to known
amounts of cash
____________________
(1) Statistics Canada Definitions Data Sources and Methods Quarterly Survey of Financial Statements p 2
(2) PwC Similarities and Differences A comparison of Brazilian GAAP IFRS US GAAP and Canadian GAAP for Investment Funds p 8
(3) Federal Accounting Standards Board FAS 95 Statement of Cash Flows paragraphs 7 ndash 10
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
26
US Corporate Cash Offshore
As many media outlets and congressional reports have noted large amounts of
US corporate cash is officially domiciled offshore to defer recognition for tax
purposes
According to Moodyrsquos Investor Service offshore cash constituted 577 of US
corporate cash reserves(1)
Although this cash is officially domiciled offshore in foreign subsidiaries
investigations by Senator Carl Levin have revealed that at least 46 of offshore
reserves are present in the US financial system(2)
As a result we estimate that 311 of US corporate cash reserves are both
offshore and not present in the US financial systemUS Cash on Balance Sheets Less
Actually Offshored Cash
US = $124 trillion
____________________
(1) Richard Waters ldquoCorporate Americarsquos Overseas Cash Pile Rises to $947 Billionrdquo Financial Times March 31 2014
(2) United States Senate Permanent Subcommittee on Investigations Committee on Homeland Security and Governmental Affairs Carl Levin Chairman
Offshore Funds Located Onshore Majority Staff Report Addendum December 14 2011
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
27
Status of the Capital Markets Cash Liquidity (contrsquod)
Venture Capital Private Equity Uninvested Commitments
US = $05 trillion(1)
____________________
(1) Pitchbook Data 2H 2014 US PE amp VC Fundraising amp Capital Overhang Report July 31 2014 p 9 16
$541 $526 $504 $484 $497 $509 $486
$94 $92 $85 $78 $76 $69$58
$0
$100
$200
$300
$400
$500
$600
$700
2007 2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
PE and VC Capital OverhangDecember 2013
Private Equity Venture Capital
$635$562 $578 $544$618 $589 $573
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
28
Status of the Capital Markets Cash Liquidity (contrsquod)
Public and Private Pension Funds
US = $188 trillion(1) Canada = $13
trillion(2)
Average 50 Cash Balance = ~ US $9500 Billion Average 50 Cash Balance = ~ US $650 Billion
____________________
(1) Towers Watson Global Pension Assets Study February 5 2014
(2) Statistics Canada Table 280-0003 - Trusteed pension funds market and book value of assets by foreign and domestic holdings quarterly Conversion
rate of 1 CAD = 092925 USD
$8000
$10000
$12000
$14000
$16000
$18000
$20000
2008 2009 2010 2011 2012 2013E
Bil
lio
ns
of
Do
lla
rs
Pension Fund Assets
0
1
2
3
4
5
6
7
8
$0
$200
$400
$600
$800
$1000
$1200
$1400
$1600
2000 2002 2004 2006 2008 2010 2012 2014
Bil
lio
ns
of
Ca
na
dia
n D
oll
ars
Pension Fund AssetsFirst Quarter 2014
Total Assets Cash PE and VC
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
29
Status of the Capital Markets Cash Liquidity (contrsquod)
Endowments
US and Canada = $045 trillion(1)
Average 40 Cash Balance = ~ $180 billion Currently 30 Cash Balance = ~
$136 billion
____________________
(1) National Association of College and University Business Officers Annual Commonfund Study of Endowment Results In US dollars
0
2
4
6
8
10
12
$0
$50
$100
$150
$200
$250
$300
$350
$400
$450
$500
2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Total Assets of US and Canadian Endowments
with Selected Allocations
Total Endowment Funds Private Equity Cash
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
30
Status of the Capital Markets Cash Liquidity (contrsquod)
Insurance
____________________
(1) Federal Insurance Office US Department of the Treasury Annual Report on the Insurance Industry September 2014
(2) Prequin Ltd Prequin Special Report Insurance Companies Investing in Private Equity 2012
$115
$120
$125
$130
$135
$140
$145
$150
$155
$160
2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Allocation of US Insurance Firms to Private Equity(2)
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
31
Status of the Capital Markets Cash Liquidity (contrsquod)
Business Development Companies (BDC)
ndash Defined in a 1980 amendment to the Investment Company Act of 1940
ndash A BDC may be either private or publicly traded
ndash BDCs are similar to a closed-end mutual fund or REIT with the following investment
restrictions
A BDC must only purchase equity or offer debt to non-public firms with more than $2 million in capital
and surplus but less than $4 million in assets and
A BDC must provide significant managerial assistance to the firms in its debt and equity portfolios
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
32
The Impact of Liquidity in the Current MampA Climate
An increasingly important factor in the MampA market is the presence of pension
insurance endowment and family office funds These investors are typically focused
on much longer term investment than other market participants The public frequently
views these participants as conservative investors benefitting ldquowidows and orphansrdquo
However the long liability horizons and predictable pay out requirements for these
participants enable them to place large portions of their assets in illiquid long-term
investments Although trends indicate that these funds are increasing their level of
direct investment in private firms the vast majority of these participantsrsquo impact on the
MampA market is via PE funds The lower the yields on fixed income the more
desirable PE investments become The willingness of PE firms to launch new funds
often depends on the participation and sponsorship of these institutional investors
A secular trend of low returning fixed income assets and large amounts of
corporate cash currently prevails This environment leads PE operators into being
more inclined to fill launched funds quickly in order to launch subsequent funds while
conditions are still favorable for institutional investments The desire of PE funds to
make hay while the sun shines is augmented by corporate cash flowing into strategic
acquisitions which places even more upward pressure on MampA pricing All of these
factors point to a prime sellersrsquo market in MampA
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
33
Status of the Capital Markets Cash Liquidity (contrsquod)
Summary of the Storehouses of Capital
Banking System (reserve deposits) $26 trillion $119 trillion
Finance Companies $013 trillion
Non-financial Corporate Balance Sheets $124 trillion $028 trillion
with Offshoring Adjustment
Venture Capital Private Equity Uninvested Commitments$05 trillion
Public and Private Pension Funds $095 trillion $006 trillion
$542 trillion + $153 trillion
Endowments (US amp Canada) + $001 trillion
CanadaUS
Total Cash Liquidity Pool (October 2014) $696 trillion
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
11
Gold
Began recent run up in late 2008
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Source USA Gold
httpwwwusagoldcomreferencepriceshistoryhtml
Jordan Knauff amp CompanyINVESTMENT BANKERS
12
MampA Valuations - Anecdotally speaking
In my roll as a middle-market investment banker
Everyone wants to buy
I receive 10-20 unsolicited calls and emails every week from private equity firms
ndash ldquoJust want to talkrdquo
ndash Even more frenzied than last run up in lsquo06-rsquo08
Irsquom hearing stories of acquirers bidding 7X 8X 10X even more and losing
ndash Nice solid businesses but not the next Facebook or Google
ndash ldquo6X is the new 5Xrdquo - Patrick Jensen
Demand for acquisitions far outstrips supply of companies going to market
ndash Approximately 3300 PE firms headquartered in US
ndash Approximately 2000-2500 deals per year (2124 in 2013)
The views expressed herein are those of Bill Snow and do not represent the opinions of Jordan Knauff amp Company The information contained herein
should not be relied upon for making investment decisions
Private Equity Growth Capital Council August 2014
httpwwwpegccorgeducationpe-by-the-numbers
Pitchbook PE Breakdown 2014 Annual Report p 4
httppitchbookcomdownloadhtmlid=2014_Annual_US_PE_Breakdown_Reportampkey=aGEW9PfrO1JWh09o
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
13
In June 2014 Federal Reserve Board agreed to end QE in OctoberNew York Times July 9 2014
httpwwwnytimescom20140710businessfederal-reserve-june-minutes-detail-end-of-bond-buying-program-
html_r=0
Source NASDAQ Dec 4 2014
httpwwwnasdaqcommarketscrude-oil-brentaspxtimeframe=1y
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
In Oct 2014 The Fed hintedindicatedteased it may begin raising
interest rates in 2015 ndash probably in the summer or laterBloomberg Oct 7 2014
httpwwwbloombergcomnews2014-10-07dudley-calls-forecast-for-mid-2015-rate-rise-reasonable-html
Oil prices immediately began to
fall
Oil prices fell
faster
14copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Source Bank For International Settlements
httpwwwbisorgbcbsbasel3basel3_phase_in_arrangements
Jordan Knauff amp CompanyINVESTMENT BANKERS
15
Panel Discussion
Todayrsquos valuations ndash Unusual High About the same
ndash Any worry or concerns
ndash How are buyers financing MampA deals
Is now the time ndash Take advantage of todayrsquos valuations
ndash Or wait Tomorrow might mean higher profits but lower multiples
ndash Financial planning in a low interest rate environment
Effects of a tighter monetary policy ndash Is the window closing Tighter money (end of QE end of ZIRP)
ndash How will Basel III affect commercial lending (and by extension valuations)
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
16
Contact info
Patrick J Jensen
Managing Director
Prairie Capital LP
191 North Wacker Drive
Suite 800
Chicago IL 60606
312-360-1133 x 244
pjensenprairie-capitalcom
Harry Cendrowski
Managing Director
Cendrowski Corporate Advisors
(866) 717-1607
180 North LaSalle Street
Suite 2620
Chicago IL 60601
hccendselcom
Steven Tonhaiser
Vice President ndash Portfolio
Manager
FirstMerit Private Bank
222 N LaSalle Street
Suite1200
Chicago IL 60601
312-429-3619
StevenTonhaiserFirstMeritcom
Frederick R Kaufmann
Senior Vice President
First Merit Bank
847-391-6283
678 Lee St
Des Plaines IL 60016
frederickkaufmannfirstmeritco
m
Bill Snow
Managing Director
Jordan Knauff amp Company
200 W Madison Street
Suite 980
Chicago IL 60606
312-254-5904
wsnowjordanknauffcom
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
17
Appendix A ndash Status of the Capital Markets
copy Jordan Knauff amp Company member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
December 2014
Proprietary amp Confidential
Status of the Capital Markets
Cash Liquidity
The Storehouses of Capital
Jordan Knauff amp CompanyINVESTMENT BANKERS
19
Why Cash Liquidity(1) is Important in the Middle-Market
For mergers and acquisitions (MampA) transactions in the middle-market one of
the most important concerns is the amount of liquidity in the marketplace Greater
liquidity can result in easier borrowing at lower rates Thus the cash positions of
central bank reserves and non-banking finance companies (NBFCs) provide a
general forecast for middle-market MampA Much like in real estate the ability to borrow
at low rates usually increases the prices paid for assets and decreases the
transaction time as more money chases a shrinking pool of desirable deals
However NBFCs and commercial banks do not frequently engage in MampA
activities themselves except as strategic buyers in their own industries Private
equity (PE) and strategic buyers are by far the most frequent participants in MampA
Thus a forecast for the market can be obtained by measuring the level of
uncommitted funds in PE and the amount of cash residing on corporate balance
sheets supplemented by the amount of cash reserves available to their financiers
the commercial banks This is the ldquodry powderrdquo that fuels the MampA middle-market
High levels of uninvested funds lead to pressure from investors to put capital to good
use or return cash to the Limited Partners of PE funds and shareholders of cash rich
corporations This pressure can create an excellent climate for pitching deals
____________________
(1) Cash liquidity is defined as cash and cash equivalents for the purpose of this analysis
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
20
Status of the Capital Markets Cash Liquidity
Banking System (reserve deposits)
US = $26 trillion(1) Canada = $119
trillion(2)
____________________
(1) Federal Reserve Bank of St Louis Federal Reserve Economic Data October 1 2014
(2) Bank of Canada Table 176-0025 - Chartered bank assets and liabilities and monetary aggregates monthly average seasonally adjusted Conversion
rate of 1 CAD = 092925 USD
$0
$500
$1000
$1500
$2000
$2500
$3000
1959 1966 1974 1981 1989 1996 2004 2011
Billio
ns
of
Do
llars
Excess Reserves of Depository InstitutionsOctober 2014
0
10
20
30
40
50
60
70
$0
$200
$400
$600
$800
$1000
$1200
$1400
1974 1979 1984 1989 1994 1999 2004 2009 2014
Billio
ns
of
Can
ad
ian
Do
llars
Chartered Canadian Deposits in Excess of LoansSeptember 2014
Excess Deposits of Deposits in Excess of Current Loans
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
21
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes on Banking System Cash Liquidity
ndash The Canadian banking system does not require official levels of cash reserves as in the
UK and Australia The data we have compiled to approximate US excess reserves is the
amount by which Canadian Chartered Bank Deposits exceed recorded loans
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
22
Status of the Capital Markets Cash Liquidity (contrsquod)
Finance Companies
US = $013 trillion(1)
____________________
(1) Federal Reserve Bank of St Louis Domestic finance companies cash and cash equivalents outstanding quarterly not seasonally adjusted September
22 2014
$100
$105
$110
$115
$120
$125
$130
$135
$140
Q4 2010 Q2 2011 Q4 2011 Q2 2012 Q4 2012 Q2 2013 Q4 2013 Q2 2014
Billio
ns
of
Do
llars
Total Cash OutstandingSecond Quarter 2014
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
23
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes on Finance Companies
ndash Canada does not collect national level data on this sector
ndash The Federal Reserve defines finance companies as firms meeting the following criteria(1)
50 or more of assets are business or consumer loans or leases
The institution does not accept deposits and
The institution is not an industrial loan corporation
____________________
(1) Federal Reserve FR3033s Instructions to Survey of Finance Companies December 31 2013
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
24
Status of the Capital Markets Cash Liquidity (contrsquod)
Non-financial Corporate Balance Sheets
US = $18 trillion(1) Canada = $028
trillion(3)
____________________
(1) Board of Governors of the Federal Reserve System Z1 Financial Accounts of the United States ndash Second Quarter 2014 September 18 2014 p 70
(2) JP Morgan Asset Management
(3) Statistics Canada Table 187-0001 - Quarterly balance sheet and income statement Conversion rate of 1 CAD = 092925 USD
14
16
18
20
22
24
26
28
30
00 01 02 03 04 05 06 07 08 09 10 11 12 13
Corporate Cash as a Percent of Current Assets (2)
SampP 500 Companies at December 2013
$0
$500
$1000
$1500
$2000
$2500
1945 1951 1957 1963 1969 1975 1981 1987 1993 1999 2005 2011
Billio
ns
of
Do
llars
Non-financial Corporate Liquid AssetsSecond Quarter 2014
$0
$50
$100
$150
$200
$250
$300
$350
00 01 02 03 04 05 06 07 08 09 10 11 12 13 14
Billio
ns
of
Can
ad
ian
Do
llars
Cash and Deposits of N on-financial FirmsSecond Quarter 2014
12
14
16
18
20
22
24
26
28
30
00 01 02 03 04 05 06 07 08 09 10 11 12 13 14
Cash and Deposits of Non-financial Firms
as a Percent of Current Assets(3)
Second Quarter 2014
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
25
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes to Non-financial Corporate Balance Sheets
ndash Canada conducts quarterly surveys of all non-financial incorporated entities The total
amount of cash and cash equivalents is projected from these quarterly samples Response
to the survey is compulsory(1)
ndash Canada and the US both use the same GAAP standard(2) to define cash and cash
equivalents with very small differences related to recording of transactions at trade or
settlement date Cash is either currency on hand or demand deposits held at banks Cash
equivalents(3) are any of the following assets asset-backed securities certificates of
deposit time deposits municipal government agency securities commercial paper
credit debit card receivables and money market funds at carrying value that meet the
conditions of having an original maturity of le90 days and are readily convertible to known
amounts of cash
____________________
(1) Statistics Canada Definitions Data Sources and Methods Quarterly Survey of Financial Statements p 2
(2) PwC Similarities and Differences A comparison of Brazilian GAAP IFRS US GAAP and Canadian GAAP for Investment Funds p 8
(3) Federal Accounting Standards Board FAS 95 Statement of Cash Flows paragraphs 7 ndash 10
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
26
US Corporate Cash Offshore
As many media outlets and congressional reports have noted large amounts of
US corporate cash is officially domiciled offshore to defer recognition for tax
purposes
According to Moodyrsquos Investor Service offshore cash constituted 577 of US
corporate cash reserves(1)
Although this cash is officially domiciled offshore in foreign subsidiaries
investigations by Senator Carl Levin have revealed that at least 46 of offshore
reserves are present in the US financial system(2)
As a result we estimate that 311 of US corporate cash reserves are both
offshore and not present in the US financial systemUS Cash on Balance Sheets Less
Actually Offshored Cash
US = $124 trillion
____________________
(1) Richard Waters ldquoCorporate Americarsquos Overseas Cash Pile Rises to $947 Billionrdquo Financial Times March 31 2014
(2) United States Senate Permanent Subcommittee on Investigations Committee on Homeland Security and Governmental Affairs Carl Levin Chairman
Offshore Funds Located Onshore Majority Staff Report Addendum December 14 2011
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
27
Status of the Capital Markets Cash Liquidity (contrsquod)
Venture Capital Private Equity Uninvested Commitments
US = $05 trillion(1)
____________________
(1) Pitchbook Data 2H 2014 US PE amp VC Fundraising amp Capital Overhang Report July 31 2014 p 9 16
$541 $526 $504 $484 $497 $509 $486
$94 $92 $85 $78 $76 $69$58
$0
$100
$200
$300
$400
$500
$600
$700
2007 2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
PE and VC Capital OverhangDecember 2013
Private Equity Venture Capital
$635$562 $578 $544$618 $589 $573
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
28
Status of the Capital Markets Cash Liquidity (contrsquod)
Public and Private Pension Funds
US = $188 trillion(1) Canada = $13
trillion(2)
Average 50 Cash Balance = ~ US $9500 Billion Average 50 Cash Balance = ~ US $650 Billion
____________________
(1) Towers Watson Global Pension Assets Study February 5 2014
(2) Statistics Canada Table 280-0003 - Trusteed pension funds market and book value of assets by foreign and domestic holdings quarterly Conversion
rate of 1 CAD = 092925 USD
$8000
$10000
$12000
$14000
$16000
$18000
$20000
2008 2009 2010 2011 2012 2013E
Bil
lio
ns
of
Do
lla
rs
Pension Fund Assets
0
1
2
3
4
5
6
7
8
$0
$200
$400
$600
$800
$1000
$1200
$1400
$1600
2000 2002 2004 2006 2008 2010 2012 2014
Bil
lio
ns
of
Ca
na
dia
n D
oll
ars
Pension Fund AssetsFirst Quarter 2014
Total Assets Cash PE and VC
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
29
Status of the Capital Markets Cash Liquidity (contrsquod)
Endowments
US and Canada = $045 trillion(1)
Average 40 Cash Balance = ~ $180 billion Currently 30 Cash Balance = ~
$136 billion
____________________
(1) National Association of College and University Business Officers Annual Commonfund Study of Endowment Results In US dollars
0
2
4
6
8
10
12
$0
$50
$100
$150
$200
$250
$300
$350
$400
$450
$500
2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Total Assets of US and Canadian Endowments
with Selected Allocations
Total Endowment Funds Private Equity Cash
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
30
Status of the Capital Markets Cash Liquidity (contrsquod)
Insurance
____________________
(1) Federal Insurance Office US Department of the Treasury Annual Report on the Insurance Industry September 2014
(2) Prequin Ltd Prequin Special Report Insurance Companies Investing in Private Equity 2012
$115
$120
$125
$130
$135
$140
$145
$150
$155
$160
2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Allocation of US Insurance Firms to Private Equity(2)
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
31
Status of the Capital Markets Cash Liquidity (contrsquod)
Business Development Companies (BDC)
ndash Defined in a 1980 amendment to the Investment Company Act of 1940
ndash A BDC may be either private or publicly traded
ndash BDCs are similar to a closed-end mutual fund or REIT with the following investment
restrictions
A BDC must only purchase equity or offer debt to non-public firms with more than $2 million in capital
and surplus but less than $4 million in assets and
A BDC must provide significant managerial assistance to the firms in its debt and equity portfolios
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
32
The Impact of Liquidity in the Current MampA Climate
An increasingly important factor in the MampA market is the presence of pension
insurance endowment and family office funds These investors are typically focused
on much longer term investment than other market participants The public frequently
views these participants as conservative investors benefitting ldquowidows and orphansrdquo
However the long liability horizons and predictable pay out requirements for these
participants enable them to place large portions of their assets in illiquid long-term
investments Although trends indicate that these funds are increasing their level of
direct investment in private firms the vast majority of these participantsrsquo impact on the
MampA market is via PE funds The lower the yields on fixed income the more
desirable PE investments become The willingness of PE firms to launch new funds
often depends on the participation and sponsorship of these institutional investors
A secular trend of low returning fixed income assets and large amounts of
corporate cash currently prevails This environment leads PE operators into being
more inclined to fill launched funds quickly in order to launch subsequent funds while
conditions are still favorable for institutional investments The desire of PE funds to
make hay while the sun shines is augmented by corporate cash flowing into strategic
acquisitions which places even more upward pressure on MampA pricing All of these
factors point to a prime sellersrsquo market in MampA
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
33
Status of the Capital Markets Cash Liquidity (contrsquod)
Summary of the Storehouses of Capital
Banking System (reserve deposits) $26 trillion $119 trillion
Finance Companies $013 trillion
Non-financial Corporate Balance Sheets $124 trillion $028 trillion
with Offshoring Adjustment
Venture Capital Private Equity Uninvested Commitments$05 trillion
Public and Private Pension Funds $095 trillion $006 trillion
$542 trillion + $153 trillion
Endowments (US amp Canada) + $001 trillion
CanadaUS
Total Cash Liquidity Pool (October 2014) $696 trillion
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
12
MampA Valuations - Anecdotally speaking
In my roll as a middle-market investment banker
Everyone wants to buy
I receive 10-20 unsolicited calls and emails every week from private equity firms
ndash ldquoJust want to talkrdquo
ndash Even more frenzied than last run up in lsquo06-rsquo08
Irsquom hearing stories of acquirers bidding 7X 8X 10X even more and losing
ndash Nice solid businesses but not the next Facebook or Google
ndash ldquo6X is the new 5Xrdquo - Patrick Jensen
Demand for acquisitions far outstrips supply of companies going to market
ndash Approximately 3300 PE firms headquartered in US
ndash Approximately 2000-2500 deals per year (2124 in 2013)
The views expressed herein are those of Bill Snow and do not represent the opinions of Jordan Knauff amp Company The information contained herein
should not be relied upon for making investment decisions
Private Equity Growth Capital Council August 2014
httpwwwpegccorgeducationpe-by-the-numbers
Pitchbook PE Breakdown 2014 Annual Report p 4
httppitchbookcomdownloadhtmlid=2014_Annual_US_PE_Breakdown_Reportampkey=aGEW9PfrO1JWh09o
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
13
In June 2014 Federal Reserve Board agreed to end QE in OctoberNew York Times July 9 2014
httpwwwnytimescom20140710businessfederal-reserve-june-minutes-detail-end-of-bond-buying-program-
html_r=0
Source NASDAQ Dec 4 2014
httpwwwnasdaqcommarketscrude-oil-brentaspxtimeframe=1y
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
In Oct 2014 The Fed hintedindicatedteased it may begin raising
interest rates in 2015 ndash probably in the summer or laterBloomberg Oct 7 2014
httpwwwbloombergcomnews2014-10-07dudley-calls-forecast-for-mid-2015-rate-rise-reasonable-html
Oil prices immediately began to
fall
Oil prices fell
faster
14copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Source Bank For International Settlements
httpwwwbisorgbcbsbasel3basel3_phase_in_arrangements
Jordan Knauff amp CompanyINVESTMENT BANKERS
15
Panel Discussion
Todayrsquos valuations ndash Unusual High About the same
ndash Any worry or concerns
ndash How are buyers financing MampA deals
Is now the time ndash Take advantage of todayrsquos valuations
ndash Or wait Tomorrow might mean higher profits but lower multiples
ndash Financial planning in a low interest rate environment
Effects of a tighter monetary policy ndash Is the window closing Tighter money (end of QE end of ZIRP)
ndash How will Basel III affect commercial lending (and by extension valuations)
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
16
Contact info
Patrick J Jensen
Managing Director
Prairie Capital LP
191 North Wacker Drive
Suite 800
Chicago IL 60606
312-360-1133 x 244
pjensenprairie-capitalcom
Harry Cendrowski
Managing Director
Cendrowski Corporate Advisors
(866) 717-1607
180 North LaSalle Street
Suite 2620
Chicago IL 60601
hccendselcom
Steven Tonhaiser
Vice President ndash Portfolio
Manager
FirstMerit Private Bank
222 N LaSalle Street
Suite1200
Chicago IL 60601
312-429-3619
StevenTonhaiserFirstMeritcom
Frederick R Kaufmann
Senior Vice President
First Merit Bank
847-391-6283
678 Lee St
Des Plaines IL 60016
frederickkaufmannfirstmeritco
m
Bill Snow
Managing Director
Jordan Knauff amp Company
200 W Madison Street
Suite 980
Chicago IL 60606
312-254-5904
wsnowjordanknauffcom
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
17
Appendix A ndash Status of the Capital Markets
copy Jordan Knauff amp Company member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
December 2014
Proprietary amp Confidential
Status of the Capital Markets
Cash Liquidity
The Storehouses of Capital
Jordan Knauff amp CompanyINVESTMENT BANKERS
19
Why Cash Liquidity(1) is Important in the Middle-Market
For mergers and acquisitions (MampA) transactions in the middle-market one of
the most important concerns is the amount of liquidity in the marketplace Greater
liquidity can result in easier borrowing at lower rates Thus the cash positions of
central bank reserves and non-banking finance companies (NBFCs) provide a
general forecast for middle-market MampA Much like in real estate the ability to borrow
at low rates usually increases the prices paid for assets and decreases the
transaction time as more money chases a shrinking pool of desirable deals
However NBFCs and commercial banks do not frequently engage in MampA
activities themselves except as strategic buyers in their own industries Private
equity (PE) and strategic buyers are by far the most frequent participants in MampA
Thus a forecast for the market can be obtained by measuring the level of
uncommitted funds in PE and the amount of cash residing on corporate balance
sheets supplemented by the amount of cash reserves available to their financiers
the commercial banks This is the ldquodry powderrdquo that fuels the MampA middle-market
High levels of uninvested funds lead to pressure from investors to put capital to good
use or return cash to the Limited Partners of PE funds and shareholders of cash rich
corporations This pressure can create an excellent climate for pitching deals
____________________
(1) Cash liquidity is defined as cash and cash equivalents for the purpose of this analysis
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
20
Status of the Capital Markets Cash Liquidity
Banking System (reserve deposits)
US = $26 trillion(1) Canada = $119
trillion(2)
____________________
(1) Federal Reserve Bank of St Louis Federal Reserve Economic Data October 1 2014
(2) Bank of Canada Table 176-0025 - Chartered bank assets and liabilities and monetary aggregates monthly average seasonally adjusted Conversion
rate of 1 CAD = 092925 USD
$0
$500
$1000
$1500
$2000
$2500
$3000
1959 1966 1974 1981 1989 1996 2004 2011
Billio
ns
of
Do
llars
Excess Reserves of Depository InstitutionsOctober 2014
0
10
20
30
40
50
60
70
$0
$200
$400
$600
$800
$1000
$1200
$1400
1974 1979 1984 1989 1994 1999 2004 2009 2014
Billio
ns
of
Can
ad
ian
Do
llars
Chartered Canadian Deposits in Excess of LoansSeptember 2014
Excess Deposits of Deposits in Excess of Current Loans
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
21
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes on Banking System Cash Liquidity
ndash The Canadian banking system does not require official levels of cash reserves as in the
UK and Australia The data we have compiled to approximate US excess reserves is the
amount by which Canadian Chartered Bank Deposits exceed recorded loans
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
22
Status of the Capital Markets Cash Liquidity (contrsquod)
Finance Companies
US = $013 trillion(1)
____________________
(1) Federal Reserve Bank of St Louis Domestic finance companies cash and cash equivalents outstanding quarterly not seasonally adjusted September
22 2014
$100
$105
$110
$115
$120
$125
$130
$135
$140
Q4 2010 Q2 2011 Q4 2011 Q2 2012 Q4 2012 Q2 2013 Q4 2013 Q2 2014
Billio
ns
of
Do
llars
Total Cash OutstandingSecond Quarter 2014
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
23
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes on Finance Companies
ndash Canada does not collect national level data on this sector
ndash The Federal Reserve defines finance companies as firms meeting the following criteria(1)
50 or more of assets are business or consumer loans or leases
The institution does not accept deposits and
The institution is not an industrial loan corporation
____________________
(1) Federal Reserve FR3033s Instructions to Survey of Finance Companies December 31 2013
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
24
Status of the Capital Markets Cash Liquidity (contrsquod)
Non-financial Corporate Balance Sheets
US = $18 trillion(1) Canada = $028
trillion(3)
____________________
(1) Board of Governors of the Federal Reserve System Z1 Financial Accounts of the United States ndash Second Quarter 2014 September 18 2014 p 70
(2) JP Morgan Asset Management
(3) Statistics Canada Table 187-0001 - Quarterly balance sheet and income statement Conversion rate of 1 CAD = 092925 USD
14
16
18
20
22
24
26
28
30
00 01 02 03 04 05 06 07 08 09 10 11 12 13
Corporate Cash as a Percent of Current Assets (2)
SampP 500 Companies at December 2013
$0
$500
$1000
$1500
$2000
$2500
1945 1951 1957 1963 1969 1975 1981 1987 1993 1999 2005 2011
Billio
ns
of
Do
llars
Non-financial Corporate Liquid AssetsSecond Quarter 2014
$0
$50
$100
$150
$200
$250
$300
$350
00 01 02 03 04 05 06 07 08 09 10 11 12 13 14
Billio
ns
of
Can
ad
ian
Do
llars
Cash and Deposits of N on-financial FirmsSecond Quarter 2014
12
14
16
18
20
22
24
26
28
30
00 01 02 03 04 05 06 07 08 09 10 11 12 13 14
Cash and Deposits of Non-financial Firms
as a Percent of Current Assets(3)
Second Quarter 2014
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
25
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes to Non-financial Corporate Balance Sheets
ndash Canada conducts quarterly surveys of all non-financial incorporated entities The total
amount of cash and cash equivalents is projected from these quarterly samples Response
to the survey is compulsory(1)
ndash Canada and the US both use the same GAAP standard(2) to define cash and cash
equivalents with very small differences related to recording of transactions at trade or
settlement date Cash is either currency on hand or demand deposits held at banks Cash
equivalents(3) are any of the following assets asset-backed securities certificates of
deposit time deposits municipal government agency securities commercial paper
credit debit card receivables and money market funds at carrying value that meet the
conditions of having an original maturity of le90 days and are readily convertible to known
amounts of cash
____________________
(1) Statistics Canada Definitions Data Sources and Methods Quarterly Survey of Financial Statements p 2
(2) PwC Similarities and Differences A comparison of Brazilian GAAP IFRS US GAAP and Canadian GAAP for Investment Funds p 8
(3) Federal Accounting Standards Board FAS 95 Statement of Cash Flows paragraphs 7 ndash 10
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
26
US Corporate Cash Offshore
As many media outlets and congressional reports have noted large amounts of
US corporate cash is officially domiciled offshore to defer recognition for tax
purposes
According to Moodyrsquos Investor Service offshore cash constituted 577 of US
corporate cash reserves(1)
Although this cash is officially domiciled offshore in foreign subsidiaries
investigations by Senator Carl Levin have revealed that at least 46 of offshore
reserves are present in the US financial system(2)
As a result we estimate that 311 of US corporate cash reserves are both
offshore and not present in the US financial systemUS Cash on Balance Sheets Less
Actually Offshored Cash
US = $124 trillion
____________________
(1) Richard Waters ldquoCorporate Americarsquos Overseas Cash Pile Rises to $947 Billionrdquo Financial Times March 31 2014
(2) United States Senate Permanent Subcommittee on Investigations Committee on Homeland Security and Governmental Affairs Carl Levin Chairman
Offshore Funds Located Onshore Majority Staff Report Addendum December 14 2011
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
27
Status of the Capital Markets Cash Liquidity (contrsquod)
Venture Capital Private Equity Uninvested Commitments
US = $05 trillion(1)
____________________
(1) Pitchbook Data 2H 2014 US PE amp VC Fundraising amp Capital Overhang Report July 31 2014 p 9 16
$541 $526 $504 $484 $497 $509 $486
$94 $92 $85 $78 $76 $69$58
$0
$100
$200
$300
$400
$500
$600
$700
2007 2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
PE and VC Capital OverhangDecember 2013
Private Equity Venture Capital
$635$562 $578 $544$618 $589 $573
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
28
Status of the Capital Markets Cash Liquidity (contrsquod)
Public and Private Pension Funds
US = $188 trillion(1) Canada = $13
trillion(2)
Average 50 Cash Balance = ~ US $9500 Billion Average 50 Cash Balance = ~ US $650 Billion
____________________
(1) Towers Watson Global Pension Assets Study February 5 2014
(2) Statistics Canada Table 280-0003 - Trusteed pension funds market and book value of assets by foreign and domestic holdings quarterly Conversion
rate of 1 CAD = 092925 USD
$8000
$10000
$12000
$14000
$16000
$18000
$20000
2008 2009 2010 2011 2012 2013E
Bil
lio
ns
of
Do
lla
rs
Pension Fund Assets
0
1
2
3
4
5
6
7
8
$0
$200
$400
$600
$800
$1000
$1200
$1400
$1600
2000 2002 2004 2006 2008 2010 2012 2014
Bil
lio
ns
of
Ca
na
dia
n D
oll
ars
Pension Fund AssetsFirst Quarter 2014
Total Assets Cash PE and VC
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
29
Status of the Capital Markets Cash Liquidity (contrsquod)
Endowments
US and Canada = $045 trillion(1)
Average 40 Cash Balance = ~ $180 billion Currently 30 Cash Balance = ~
$136 billion
____________________
(1) National Association of College and University Business Officers Annual Commonfund Study of Endowment Results In US dollars
0
2
4
6
8
10
12
$0
$50
$100
$150
$200
$250
$300
$350
$400
$450
$500
2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Total Assets of US and Canadian Endowments
with Selected Allocations
Total Endowment Funds Private Equity Cash
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
30
Status of the Capital Markets Cash Liquidity (contrsquod)
Insurance
____________________
(1) Federal Insurance Office US Department of the Treasury Annual Report on the Insurance Industry September 2014
(2) Prequin Ltd Prequin Special Report Insurance Companies Investing in Private Equity 2012
$115
$120
$125
$130
$135
$140
$145
$150
$155
$160
2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Allocation of US Insurance Firms to Private Equity(2)
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
31
Status of the Capital Markets Cash Liquidity (contrsquod)
Business Development Companies (BDC)
ndash Defined in a 1980 amendment to the Investment Company Act of 1940
ndash A BDC may be either private or publicly traded
ndash BDCs are similar to a closed-end mutual fund or REIT with the following investment
restrictions
A BDC must only purchase equity or offer debt to non-public firms with more than $2 million in capital
and surplus but less than $4 million in assets and
A BDC must provide significant managerial assistance to the firms in its debt and equity portfolios
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
32
The Impact of Liquidity in the Current MampA Climate
An increasingly important factor in the MampA market is the presence of pension
insurance endowment and family office funds These investors are typically focused
on much longer term investment than other market participants The public frequently
views these participants as conservative investors benefitting ldquowidows and orphansrdquo
However the long liability horizons and predictable pay out requirements for these
participants enable them to place large portions of their assets in illiquid long-term
investments Although trends indicate that these funds are increasing their level of
direct investment in private firms the vast majority of these participantsrsquo impact on the
MampA market is via PE funds The lower the yields on fixed income the more
desirable PE investments become The willingness of PE firms to launch new funds
often depends on the participation and sponsorship of these institutional investors
A secular trend of low returning fixed income assets and large amounts of
corporate cash currently prevails This environment leads PE operators into being
more inclined to fill launched funds quickly in order to launch subsequent funds while
conditions are still favorable for institutional investments The desire of PE funds to
make hay while the sun shines is augmented by corporate cash flowing into strategic
acquisitions which places even more upward pressure on MampA pricing All of these
factors point to a prime sellersrsquo market in MampA
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
33
Status of the Capital Markets Cash Liquidity (contrsquod)
Summary of the Storehouses of Capital
Banking System (reserve deposits) $26 trillion $119 trillion
Finance Companies $013 trillion
Non-financial Corporate Balance Sheets $124 trillion $028 trillion
with Offshoring Adjustment
Venture Capital Private Equity Uninvested Commitments$05 trillion
Public and Private Pension Funds $095 trillion $006 trillion
$542 trillion + $153 trillion
Endowments (US amp Canada) + $001 trillion
CanadaUS
Total Cash Liquidity Pool (October 2014) $696 trillion
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
13
In June 2014 Federal Reserve Board agreed to end QE in OctoberNew York Times July 9 2014
httpwwwnytimescom20140710businessfederal-reserve-june-minutes-detail-end-of-bond-buying-program-
html_r=0
Source NASDAQ Dec 4 2014
httpwwwnasdaqcommarketscrude-oil-brentaspxtimeframe=1y
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
In Oct 2014 The Fed hintedindicatedteased it may begin raising
interest rates in 2015 ndash probably in the summer or laterBloomberg Oct 7 2014
httpwwwbloombergcomnews2014-10-07dudley-calls-forecast-for-mid-2015-rate-rise-reasonable-html
Oil prices immediately began to
fall
Oil prices fell
faster
14copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Source Bank For International Settlements
httpwwwbisorgbcbsbasel3basel3_phase_in_arrangements
Jordan Knauff amp CompanyINVESTMENT BANKERS
15
Panel Discussion
Todayrsquos valuations ndash Unusual High About the same
ndash Any worry or concerns
ndash How are buyers financing MampA deals
Is now the time ndash Take advantage of todayrsquos valuations
ndash Or wait Tomorrow might mean higher profits but lower multiples
ndash Financial planning in a low interest rate environment
Effects of a tighter monetary policy ndash Is the window closing Tighter money (end of QE end of ZIRP)
ndash How will Basel III affect commercial lending (and by extension valuations)
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
16
Contact info
Patrick J Jensen
Managing Director
Prairie Capital LP
191 North Wacker Drive
Suite 800
Chicago IL 60606
312-360-1133 x 244
pjensenprairie-capitalcom
Harry Cendrowski
Managing Director
Cendrowski Corporate Advisors
(866) 717-1607
180 North LaSalle Street
Suite 2620
Chicago IL 60601
hccendselcom
Steven Tonhaiser
Vice President ndash Portfolio
Manager
FirstMerit Private Bank
222 N LaSalle Street
Suite1200
Chicago IL 60601
312-429-3619
StevenTonhaiserFirstMeritcom
Frederick R Kaufmann
Senior Vice President
First Merit Bank
847-391-6283
678 Lee St
Des Plaines IL 60016
frederickkaufmannfirstmeritco
m
Bill Snow
Managing Director
Jordan Knauff amp Company
200 W Madison Street
Suite 980
Chicago IL 60606
312-254-5904
wsnowjordanknauffcom
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
17
Appendix A ndash Status of the Capital Markets
copy Jordan Knauff amp Company member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
December 2014
Proprietary amp Confidential
Status of the Capital Markets
Cash Liquidity
The Storehouses of Capital
Jordan Knauff amp CompanyINVESTMENT BANKERS
19
Why Cash Liquidity(1) is Important in the Middle-Market
For mergers and acquisitions (MampA) transactions in the middle-market one of
the most important concerns is the amount of liquidity in the marketplace Greater
liquidity can result in easier borrowing at lower rates Thus the cash positions of
central bank reserves and non-banking finance companies (NBFCs) provide a
general forecast for middle-market MampA Much like in real estate the ability to borrow
at low rates usually increases the prices paid for assets and decreases the
transaction time as more money chases a shrinking pool of desirable deals
However NBFCs and commercial banks do not frequently engage in MampA
activities themselves except as strategic buyers in their own industries Private
equity (PE) and strategic buyers are by far the most frequent participants in MampA
Thus a forecast for the market can be obtained by measuring the level of
uncommitted funds in PE and the amount of cash residing on corporate balance
sheets supplemented by the amount of cash reserves available to their financiers
the commercial banks This is the ldquodry powderrdquo that fuels the MampA middle-market
High levels of uninvested funds lead to pressure from investors to put capital to good
use or return cash to the Limited Partners of PE funds and shareholders of cash rich
corporations This pressure can create an excellent climate for pitching deals
____________________
(1) Cash liquidity is defined as cash and cash equivalents for the purpose of this analysis
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
20
Status of the Capital Markets Cash Liquidity
Banking System (reserve deposits)
US = $26 trillion(1) Canada = $119
trillion(2)
____________________
(1) Federal Reserve Bank of St Louis Federal Reserve Economic Data October 1 2014
(2) Bank of Canada Table 176-0025 - Chartered bank assets and liabilities and monetary aggregates monthly average seasonally adjusted Conversion
rate of 1 CAD = 092925 USD
$0
$500
$1000
$1500
$2000
$2500
$3000
1959 1966 1974 1981 1989 1996 2004 2011
Billio
ns
of
Do
llars
Excess Reserves of Depository InstitutionsOctober 2014
0
10
20
30
40
50
60
70
$0
$200
$400
$600
$800
$1000
$1200
$1400
1974 1979 1984 1989 1994 1999 2004 2009 2014
Billio
ns
of
Can
ad
ian
Do
llars
Chartered Canadian Deposits in Excess of LoansSeptember 2014
Excess Deposits of Deposits in Excess of Current Loans
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
21
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes on Banking System Cash Liquidity
ndash The Canadian banking system does not require official levels of cash reserves as in the
UK and Australia The data we have compiled to approximate US excess reserves is the
amount by which Canadian Chartered Bank Deposits exceed recorded loans
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
22
Status of the Capital Markets Cash Liquidity (contrsquod)
Finance Companies
US = $013 trillion(1)
____________________
(1) Federal Reserve Bank of St Louis Domestic finance companies cash and cash equivalents outstanding quarterly not seasonally adjusted September
22 2014
$100
$105
$110
$115
$120
$125
$130
$135
$140
Q4 2010 Q2 2011 Q4 2011 Q2 2012 Q4 2012 Q2 2013 Q4 2013 Q2 2014
Billio
ns
of
Do
llars
Total Cash OutstandingSecond Quarter 2014
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
23
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes on Finance Companies
ndash Canada does not collect national level data on this sector
ndash The Federal Reserve defines finance companies as firms meeting the following criteria(1)
50 or more of assets are business or consumer loans or leases
The institution does not accept deposits and
The institution is not an industrial loan corporation
____________________
(1) Federal Reserve FR3033s Instructions to Survey of Finance Companies December 31 2013
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
24
Status of the Capital Markets Cash Liquidity (contrsquod)
Non-financial Corporate Balance Sheets
US = $18 trillion(1) Canada = $028
trillion(3)
____________________
(1) Board of Governors of the Federal Reserve System Z1 Financial Accounts of the United States ndash Second Quarter 2014 September 18 2014 p 70
(2) JP Morgan Asset Management
(3) Statistics Canada Table 187-0001 - Quarterly balance sheet and income statement Conversion rate of 1 CAD = 092925 USD
14
16
18
20
22
24
26
28
30
00 01 02 03 04 05 06 07 08 09 10 11 12 13
Corporate Cash as a Percent of Current Assets (2)
SampP 500 Companies at December 2013
$0
$500
$1000
$1500
$2000
$2500
1945 1951 1957 1963 1969 1975 1981 1987 1993 1999 2005 2011
Billio
ns
of
Do
llars
Non-financial Corporate Liquid AssetsSecond Quarter 2014
$0
$50
$100
$150
$200
$250
$300
$350
00 01 02 03 04 05 06 07 08 09 10 11 12 13 14
Billio
ns
of
Can
ad
ian
Do
llars
Cash and Deposits of N on-financial FirmsSecond Quarter 2014
12
14
16
18
20
22
24
26
28
30
00 01 02 03 04 05 06 07 08 09 10 11 12 13 14
Cash and Deposits of Non-financial Firms
as a Percent of Current Assets(3)
Second Quarter 2014
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
25
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes to Non-financial Corporate Balance Sheets
ndash Canada conducts quarterly surveys of all non-financial incorporated entities The total
amount of cash and cash equivalents is projected from these quarterly samples Response
to the survey is compulsory(1)
ndash Canada and the US both use the same GAAP standard(2) to define cash and cash
equivalents with very small differences related to recording of transactions at trade or
settlement date Cash is either currency on hand or demand deposits held at banks Cash
equivalents(3) are any of the following assets asset-backed securities certificates of
deposit time deposits municipal government agency securities commercial paper
credit debit card receivables and money market funds at carrying value that meet the
conditions of having an original maturity of le90 days and are readily convertible to known
amounts of cash
____________________
(1) Statistics Canada Definitions Data Sources and Methods Quarterly Survey of Financial Statements p 2
(2) PwC Similarities and Differences A comparison of Brazilian GAAP IFRS US GAAP and Canadian GAAP for Investment Funds p 8
(3) Federal Accounting Standards Board FAS 95 Statement of Cash Flows paragraphs 7 ndash 10
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
26
US Corporate Cash Offshore
As many media outlets and congressional reports have noted large amounts of
US corporate cash is officially domiciled offshore to defer recognition for tax
purposes
According to Moodyrsquos Investor Service offshore cash constituted 577 of US
corporate cash reserves(1)
Although this cash is officially domiciled offshore in foreign subsidiaries
investigations by Senator Carl Levin have revealed that at least 46 of offshore
reserves are present in the US financial system(2)
As a result we estimate that 311 of US corporate cash reserves are both
offshore and not present in the US financial systemUS Cash on Balance Sheets Less
Actually Offshored Cash
US = $124 trillion
____________________
(1) Richard Waters ldquoCorporate Americarsquos Overseas Cash Pile Rises to $947 Billionrdquo Financial Times March 31 2014
(2) United States Senate Permanent Subcommittee on Investigations Committee on Homeland Security and Governmental Affairs Carl Levin Chairman
Offshore Funds Located Onshore Majority Staff Report Addendum December 14 2011
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
27
Status of the Capital Markets Cash Liquidity (contrsquod)
Venture Capital Private Equity Uninvested Commitments
US = $05 trillion(1)
____________________
(1) Pitchbook Data 2H 2014 US PE amp VC Fundraising amp Capital Overhang Report July 31 2014 p 9 16
$541 $526 $504 $484 $497 $509 $486
$94 $92 $85 $78 $76 $69$58
$0
$100
$200
$300
$400
$500
$600
$700
2007 2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
PE and VC Capital OverhangDecember 2013
Private Equity Venture Capital
$635$562 $578 $544$618 $589 $573
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
28
Status of the Capital Markets Cash Liquidity (contrsquod)
Public and Private Pension Funds
US = $188 trillion(1) Canada = $13
trillion(2)
Average 50 Cash Balance = ~ US $9500 Billion Average 50 Cash Balance = ~ US $650 Billion
____________________
(1) Towers Watson Global Pension Assets Study February 5 2014
(2) Statistics Canada Table 280-0003 - Trusteed pension funds market and book value of assets by foreign and domestic holdings quarterly Conversion
rate of 1 CAD = 092925 USD
$8000
$10000
$12000
$14000
$16000
$18000
$20000
2008 2009 2010 2011 2012 2013E
Bil
lio
ns
of
Do
lla
rs
Pension Fund Assets
0
1
2
3
4
5
6
7
8
$0
$200
$400
$600
$800
$1000
$1200
$1400
$1600
2000 2002 2004 2006 2008 2010 2012 2014
Bil
lio
ns
of
Ca
na
dia
n D
oll
ars
Pension Fund AssetsFirst Quarter 2014
Total Assets Cash PE and VC
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
29
Status of the Capital Markets Cash Liquidity (contrsquod)
Endowments
US and Canada = $045 trillion(1)
Average 40 Cash Balance = ~ $180 billion Currently 30 Cash Balance = ~
$136 billion
____________________
(1) National Association of College and University Business Officers Annual Commonfund Study of Endowment Results In US dollars
0
2
4
6
8
10
12
$0
$50
$100
$150
$200
$250
$300
$350
$400
$450
$500
2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Total Assets of US and Canadian Endowments
with Selected Allocations
Total Endowment Funds Private Equity Cash
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
30
Status of the Capital Markets Cash Liquidity (contrsquod)
Insurance
____________________
(1) Federal Insurance Office US Department of the Treasury Annual Report on the Insurance Industry September 2014
(2) Prequin Ltd Prequin Special Report Insurance Companies Investing in Private Equity 2012
$115
$120
$125
$130
$135
$140
$145
$150
$155
$160
2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Allocation of US Insurance Firms to Private Equity(2)
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
31
Status of the Capital Markets Cash Liquidity (contrsquod)
Business Development Companies (BDC)
ndash Defined in a 1980 amendment to the Investment Company Act of 1940
ndash A BDC may be either private or publicly traded
ndash BDCs are similar to a closed-end mutual fund or REIT with the following investment
restrictions
A BDC must only purchase equity or offer debt to non-public firms with more than $2 million in capital
and surplus but less than $4 million in assets and
A BDC must provide significant managerial assistance to the firms in its debt and equity portfolios
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
32
The Impact of Liquidity in the Current MampA Climate
An increasingly important factor in the MampA market is the presence of pension
insurance endowment and family office funds These investors are typically focused
on much longer term investment than other market participants The public frequently
views these participants as conservative investors benefitting ldquowidows and orphansrdquo
However the long liability horizons and predictable pay out requirements for these
participants enable them to place large portions of their assets in illiquid long-term
investments Although trends indicate that these funds are increasing their level of
direct investment in private firms the vast majority of these participantsrsquo impact on the
MampA market is via PE funds The lower the yields on fixed income the more
desirable PE investments become The willingness of PE firms to launch new funds
often depends on the participation and sponsorship of these institutional investors
A secular trend of low returning fixed income assets and large amounts of
corporate cash currently prevails This environment leads PE operators into being
more inclined to fill launched funds quickly in order to launch subsequent funds while
conditions are still favorable for institutional investments The desire of PE funds to
make hay while the sun shines is augmented by corporate cash flowing into strategic
acquisitions which places even more upward pressure on MampA pricing All of these
factors point to a prime sellersrsquo market in MampA
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
33
Status of the Capital Markets Cash Liquidity (contrsquod)
Summary of the Storehouses of Capital
Banking System (reserve deposits) $26 trillion $119 trillion
Finance Companies $013 trillion
Non-financial Corporate Balance Sheets $124 trillion $028 trillion
with Offshoring Adjustment
Venture Capital Private Equity Uninvested Commitments$05 trillion
Public and Private Pension Funds $095 trillion $006 trillion
$542 trillion + $153 trillion
Endowments (US amp Canada) + $001 trillion
CanadaUS
Total Cash Liquidity Pool (October 2014) $696 trillion
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
14copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Source Bank For International Settlements
httpwwwbisorgbcbsbasel3basel3_phase_in_arrangements
Jordan Knauff amp CompanyINVESTMENT BANKERS
15
Panel Discussion
Todayrsquos valuations ndash Unusual High About the same
ndash Any worry or concerns
ndash How are buyers financing MampA deals
Is now the time ndash Take advantage of todayrsquos valuations
ndash Or wait Tomorrow might mean higher profits but lower multiples
ndash Financial planning in a low interest rate environment
Effects of a tighter monetary policy ndash Is the window closing Tighter money (end of QE end of ZIRP)
ndash How will Basel III affect commercial lending (and by extension valuations)
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
16
Contact info
Patrick J Jensen
Managing Director
Prairie Capital LP
191 North Wacker Drive
Suite 800
Chicago IL 60606
312-360-1133 x 244
pjensenprairie-capitalcom
Harry Cendrowski
Managing Director
Cendrowski Corporate Advisors
(866) 717-1607
180 North LaSalle Street
Suite 2620
Chicago IL 60601
hccendselcom
Steven Tonhaiser
Vice President ndash Portfolio
Manager
FirstMerit Private Bank
222 N LaSalle Street
Suite1200
Chicago IL 60601
312-429-3619
StevenTonhaiserFirstMeritcom
Frederick R Kaufmann
Senior Vice President
First Merit Bank
847-391-6283
678 Lee St
Des Plaines IL 60016
frederickkaufmannfirstmeritco
m
Bill Snow
Managing Director
Jordan Knauff amp Company
200 W Madison Street
Suite 980
Chicago IL 60606
312-254-5904
wsnowjordanknauffcom
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
17
Appendix A ndash Status of the Capital Markets
copy Jordan Knauff amp Company member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
December 2014
Proprietary amp Confidential
Status of the Capital Markets
Cash Liquidity
The Storehouses of Capital
Jordan Knauff amp CompanyINVESTMENT BANKERS
19
Why Cash Liquidity(1) is Important in the Middle-Market
For mergers and acquisitions (MampA) transactions in the middle-market one of
the most important concerns is the amount of liquidity in the marketplace Greater
liquidity can result in easier borrowing at lower rates Thus the cash positions of
central bank reserves and non-banking finance companies (NBFCs) provide a
general forecast for middle-market MampA Much like in real estate the ability to borrow
at low rates usually increases the prices paid for assets and decreases the
transaction time as more money chases a shrinking pool of desirable deals
However NBFCs and commercial banks do not frequently engage in MampA
activities themselves except as strategic buyers in their own industries Private
equity (PE) and strategic buyers are by far the most frequent participants in MampA
Thus a forecast for the market can be obtained by measuring the level of
uncommitted funds in PE and the amount of cash residing on corporate balance
sheets supplemented by the amount of cash reserves available to their financiers
the commercial banks This is the ldquodry powderrdquo that fuels the MampA middle-market
High levels of uninvested funds lead to pressure from investors to put capital to good
use or return cash to the Limited Partners of PE funds and shareholders of cash rich
corporations This pressure can create an excellent climate for pitching deals
____________________
(1) Cash liquidity is defined as cash and cash equivalents for the purpose of this analysis
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
20
Status of the Capital Markets Cash Liquidity
Banking System (reserve deposits)
US = $26 trillion(1) Canada = $119
trillion(2)
____________________
(1) Federal Reserve Bank of St Louis Federal Reserve Economic Data October 1 2014
(2) Bank of Canada Table 176-0025 - Chartered bank assets and liabilities and monetary aggregates monthly average seasonally adjusted Conversion
rate of 1 CAD = 092925 USD
$0
$500
$1000
$1500
$2000
$2500
$3000
1959 1966 1974 1981 1989 1996 2004 2011
Billio
ns
of
Do
llars
Excess Reserves of Depository InstitutionsOctober 2014
0
10
20
30
40
50
60
70
$0
$200
$400
$600
$800
$1000
$1200
$1400
1974 1979 1984 1989 1994 1999 2004 2009 2014
Billio
ns
of
Can
ad
ian
Do
llars
Chartered Canadian Deposits in Excess of LoansSeptember 2014
Excess Deposits of Deposits in Excess of Current Loans
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
21
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes on Banking System Cash Liquidity
ndash The Canadian banking system does not require official levels of cash reserves as in the
UK and Australia The data we have compiled to approximate US excess reserves is the
amount by which Canadian Chartered Bank Deposits exceed recorded loans
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
22
Status of the Capital Markets Cash Liquidity (contrsquod)
Finance Companies
US = $013 trillion(1)
____________________
(1) Federal Reserve Bank of St Louis Domestic finance companies cash and cash equivalents outstanding quarterly not seasonally adjusted September
22 2014
$100
$105
$110
$115
$120
$125
$130
$135
$140
Q4 2010 Q2 2011 Q4 2011 Q2 2012 Q4 2012 Q2 2013 Q4 2013 Q2 2014
Billio
ns
of
Do
llars
Total Cash OutstandingSecond Quarter 2014
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
23
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes on Finance Companies
ndash Canada does not collect national level data on this sector
ndash The Federal Reserve defines finance companies as firms meeting the following criteria(1)
50 or more of assets are business or consumer loans or leases
The institution does not accept deposits and
The institution is not an industrial loan corporation
____________________
(1) Federal Reserve FR3033s Instructions to Survey of Finance Companies December 31 2013
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
24
Status of the Capital Markets Cash Liquidity (contrsquod)
Non-financial Corporate Balance Sheets
US = $18 trillion(1) Canada = $028
trillion(3)
____________________
(1) Board of Governors of the Federal Reserve System Z1 Financial Accounts of the United States ndash Second Quarter 2014 September 18 2014 p 70
(2) JP Morgan Asset Management
(3) Statistics Canada Table 187-0001 - Quarterly balance sheet and income statement Conversion rate of 1 CAD = 092925 USD
14
16
18
20
22
24
26
28
30
00 01 02 03 04 05 06 07 08 09 10 11 12 13
Corporate Cash as a Percent of Current Assets (2)
SampP 500 Companies at December 2013
$0
$500
$1000
$1500
$2000
$2500
1945 1951 1957 1963 1969 1975 1981 1987 1993 1999 2005 2011
Billio
ns
of
Do
llars
Non-financial Corporate Liquid AssetsSecond Quarter 2014
$0
$50
$100
$150
$200
$250
$300
$350
00 01 02 03 04 05 06 07 08 09 10 11 12 13 14
Billio
ns
of
Can
ad
ian
Do
llars
Cash and Deposits of N on-financial FirmsSecond Quarter 2014
12
14
16
18
20
22
24
26
28
30
00 01 02 03 04 05 06 07 08 09 10 11 12 13 14
Cash and Deposits of Non-financial Firms
as a Percent of Current Assets(3)
Second Quarter 2014
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
25
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes to Non-financial Corporate Balance Sheets
ndash Canada conducts quarterly surveys of all non-financial incorporated entities The total
amount of cash and cash equivalents is projected from these quarterly samples Response
to the survey is compulsory(1)
ndash Canada and the US both use the same GAAP standard(2) to define cash and cash
equivalents with very small differences related to recording of transactions at trade or
settlement date Cash is either currency on hand or demand deposits held at banks Cash
equivalents(3) are any of the following assets asset-backed securities certificates of
deposit time deposits municipal government agency securities commercial paper
credit debit card receivables and money market funds at carrying value that meet the
conditions of having an original maturity of le90 days and are readily convertible to known
amounts of cash
____________________
(1) Statistics Canada Definitions Data Sources and Methods Quarterly Survey of Financial Statements p 2
(2) PwC Similarities and Differences A comparison of Brazilian GAAP IFRS US GAAP and Canadian GAAP for Investment Funds p 8
(3) Federal Accounting Standards Board FAS 95 Statement of Cash Flows paragraphs 7 ndash 10
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
26
US Corporate Cash Offshore
As many media outlets and congressional reports have noted large amounts of
US corporate cash is officially domiciled offshore to defer recognition for tax
purposes
According to Moodyrsquos Investor Service offshore cash constituted 577 of US
corporate cash reserves(1)
Although this cash is officially domiciled offshore in foreign subsidiaries
investigations by Senator Carl Levin have revealed that at least 46 of offshore
reserves are present in the US financial system(2)
As a result we estimate that 311 of US corporate cash reserves are both
offshore and not present in the US financial systemUS Cash on Balance Sheets Less
Actually Offshored Cash
US = $124 trillion
____________________
(1) Richard Waters ldquoCorporate Americarsquos Overseas Cash Pile Rises to $947 Billionrdquo Financial Times March 31 2014
(2) United States Senate Permanent Subcommittee on Investigations Committee on Homeland Security and Governmental Affairs Carl Levin Chairman
Offshore Funds Located Onshore Majority Staff Report Addendum December 14 2011
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
27
Status of the Capital Markets Cash Liquidity (contrsquod)
Venture Capital Private Equity Uninvested Commitments
US = $05 trillion(1)
____________________
(1) Pitchbook Data 2H 2014 US PE amp VC Fundraising amp Capital Overhang Report July 31 2014 p 9 16
$541 $526 $504 $484 $497 $509 $486
$94 $92 $85 $78 $76 $69$58
$0
$100
$200
$300
$400
$500
$600
$700
2007 2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
PE and VC Capital OverhangDecember 2013
Private Equity Venture Capital
$635$562 $578 $544$618 $589 $573
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
28
Status of the Capital Markets Cash Liquidity (contrsquod)
Public and Private Pension Funds
US = $188 trillion(1) Canada = $13
trillion(2)
Average 50 Cash Balance = ~ US $9500 Billion Average 50 Cash Balance = ~ US $650 Billion
____________________
(1) Towers Watson Global Pension Assets Study February 5 2014
(2) Statistics Canada Table 280-0003 - Trusteed pension funds market and book value of assets by foreign and domestic holdings quarterly Conversion
rate of 1 CAD = 092925 USD
$8000
$10000
$12000
$14000
$16000
$18000
$20000
2008 2009 2010 2011 2012 2013E
Bil
lio
ns
of
Do
lla
rs
Pension Fund Assets
0
1
2
3
4
5
6
7
8
$0
$200
$400
$600
$800
$1000
$1200
$1400
$1600
2000 2002 2004 2006 2008 2010 2012 2014
Bil
lio
ns
of
Ca
na
dia
n D
oll
ars
Pension Fund AssetsFirst Quarter 2014
Total Assets Cash PE and VC
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
29
Status of the Capital Markets Cash Liquidity (contrsquod)
Endowments
US and Canada = $045 trillion(1)
Average 40 Cash Balance = ~ $180 billion Currently 30 Cash Balance = ~
$136 billion
____________________
(1) National Association of College and University Business Officers Annual Commonfund Study of Endowment Results In US dollars
0
2
4
6
8
10
12
$0
$50
$100
$150
$200
$250
$300
$350
$400
$450
$500
2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Total Assets of US and Canadian Endowments
with Selected Allocations
Total Endowment Funds Private Equity Cash
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
30
Status of the Capital Markets Cash Liquidity (contrsquod)
Insurance
____________________
(1) Federal Insurance Office US Department of the Treasury Annual Report on the Insurance Industry September 2014
(2) Prequin Ltd Prequin Special Report Insurance Companies Investing in Private Equity 2012
$115
$120
$125
$130
$135
$140
$145
$150
$155
$160
2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Allocation of US Insurance Firms to Private Equity(2)
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
31
Status of the Capital Markets Cash Liquidity (contrsquod)
Business Development Companies (BDC)
ndash Defined in a 1980 amendment to the Investment Company Act of 1940
ndash A BDC may be either private or publicly traded
ndash BDCs are similar to a closed-end mutual fund or REIT with the following investment
restrictions
A BDC must only purchase equity or offer debt to non-public firms with more than $2 million in capital
and surplus but less than $4 million in assets and
A BDC must provide significant managerial assistance to the firms in its debt and equity portfolios
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
32
The Impact of Liquidity in the Current MampA Climate
An increasingly important factor in the MampA market is the presence of pension
insurance endowment and family office funds These investors are typically focused
on much longer term investment than other market participants The public frequently
views these participants as conservative investors benefitting ldquowidows and orphansrdquo
However the long liability horizons and predictable pay out requirements for these
participants enable them to place large portions of their assets in illiquid long-term
investments Although trends indicate that these funds are increasing their level of
direct investment in private firms the vast majority of these participantsrsquo impact on the
MampA market is via PE funds The lower the yields on fixed income the more
desirable PE investments become The willingness of PE firms to launch new funds
often depends on the participation and sponsorship of these institutional investors
A secular trend of low returning fixed income assets and large amounts of
corporate cash currently prevails This environment leads PE operators into being
more inclined to fill launched funds quickly in order to launch subsequent funds while
conditions are still favorable for institutional investments The desire of PE funds to
make hay while the sun shines is augmented by corporate cash flowing into strategic
acquisitions which places even more upward pressure on MampA pricing All of these
factors point to a prime sellersrsquo market in MampA
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
33
Status of the Capital Markets Cash Liquidity (contrsquod)
Summary of the Storehouses of Capital
Banking System (reserve deposits) $26 trillion $119 trillion
Finance Companies $013 trillion
Non-financial Corporate Balance Sheets $124 trillion $028 trillion
with Offshoring Adjustment
Venture Capital Private Equity Uninvested Commitments$05 trillion
Public and Private Pension Funds $095 trillion $006 trillion
$542 trillion + $153 trillion
Endowments (US amp Canada) + $001 trillion
CanadaUS
Total Cash Liquidity Pool (October 2014) $696 trillion
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
15
Panel Discussion
Todayrsquos valuations ndash Unusual High About the same
ndash Any worry or concerns
ndash How are buyers financing MampA deals
Is now the time ndash Take advantage of todayrsquos valuations
ndash Or wait Tomorrow might mean higher profits but lower multiples
ndash Financial planning in a low interest rate environment
Effects of a tighter monetary policy ndash Is the window closing Tighter money (end of QE end of ZIRP)
ndash How will Basel III affect commercial lending (and by extension valuations)
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
16
Contact info
Patrick J Jensen
Managing Director
Prairie Capital LP
191 North Wacker Drive
Suite 800
Chicago IL 60606
312-360-1133 x 244
pjensenprairie-capitalcom
Harry Cendrowski
Managing Director
Cendrowski Corporate Advisors
(866) 717-1607
180 North LaSalle Street
Suite 2620
Chicago IL 60601
hccendselcom
Steven Tonhaiser
Vice President ndash Portfolio
Manager
FirstMerit Private Bank
222 N LaSalle Street
Suite1200
Chicago IL 60601
312-429-3619
StevenTonhaiserFirstMeritcom
Frederick R Kaufmann
Senior Vice President
First Merit Bank
847-391-6283
678 Lee St
Des Plaines IL 60016
frederickkaufmannfirstmeritco
m
Bill Snow
Managing Director
Jordan Knauff amp Company
200 W Madison Street
Suite 980
Chicago IL 60606
312-254-5904
wsnowjordanknauffcom
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
17
Appendix A ndash Status of the Capital Markets
copy Jordan Knauff amp Company member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
December 2014
Proprietary amp Confidential
Status of the Capital Markets
Cash Liquidity
The Storehouses of Capital
Jordan Knauff amp CompanyINVESTMENT BANKERS
19
Why Cash Liquidity(1) is Important in the Middle-Market
For mergers and acquisitions (MampA) transactions in the middle-market one of
the most important concerns is the amount of liquidity in the marketplace Greater
liquidity can result in easier borrowing at lower rates Thus the cash positions of
central bank reserves and non-banking finance companies (NBFCs) provide a
general forecast for middle-market MampA Much like in real estate the ability to borrow
at low rates usually increases the prices paid for assets and decreases the
transaction time as more money chases a shrinking pool of desirable deals
However NBFCs and commercial banks do not frequently engage in MampA
activities themselves except as strategic buyers in their own industries Private
equity (PE) and strategic buyers are by far the most frequent participants in MampA
Thus a forecast for the market can be obtained by measuring the level of
uncommitted funds in PE and the amount of cash residing on corporate balance
sheets supplemented by the amount of cash reserves available to their financiers
the commercial banks This is the ldquodry powderrdquo that fuels the MampA middle-market
High levels of uninvested funds lead to pressure from investors to put capital to good
use or return cash to the Limited Partners of PE funds and shareholders of cash rich
corporations This pressure can create an excellent climate for pitching deals
____________________
(1) Cash liquidity is defined as cash and cash equivalents for the purpose of this analysis
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
20
Status of the Capital Markets Cash Liquidity
Banking System (reserve deposits)
US = $26 trillion(1) Canada = $119
trillion(2)
____________________
(1) Federal Reserve Bank of St Louis Federal Reserve Economic Data October 1 2014
(2) Bank of Canada Table 176-0025 - Chartered bank assets and liabilities and monetary aggregates monthly average seasonally adjusted Conversion
rate of 1 CAD = 092925 USD
$0
$500
$1000
$1500
$2000
$2500
$3000
1959 1966 1974 1981 1989 1996 2004 2011
Billio
ns
of
Do
llars
Excess Reserves of Depository InstitutionsOctober 2014
0
10
20
30
40
50
60
70
$0
$200
$400
$600
$800
$1000
$1200
$1400
1974 1979 1984 1989 1994 1999 2004 2009 2014
Billio
ns
of
Can
ad
ian
Do
llars
Chartered Canadian Deposits in Excess of LoansSeptember 2014
Excess Deposits of Deposits in Excess of Current Loans
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
21
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes on Banking System Cash Liquidity
ndash The Canadian banking system does not require official levels of cash reserves as in the
UK and Australia The data we have compiled to approximate US excess reserves is the
amount by which Canadian Chartered Bank Deposits exceed recorded loans
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
22
Status of the Capital Markets Cash Liquidity (contrsquod)
Finance Companies
US = $013 trillion(1)
____________________
(1) Federal Reserve Bank of St Louis Domestic finance companies cash and cash equivalents outstanding quarterly not seasonally adjusted September
22 2014
$100
$105
$110
$115
$120
$125
$130
$135
$140
Q4 2010 Q2 2011 Q4 2011 Q2 2012 Q4 2012 Q2 2013 Q4 2013 Q2 2014
Billio
ns
of
Do
llars
Total Cash OutstandingSecond Quarter 2014
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
23
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes on Finance Companies
ndash Canada does not collect national level data on this sector
ndash The Federal Reserve defines finance companies as firms meeting the following criteria(1)
50 or more of assets are business or consumer loans or leases
The institution does not accept deposits and
The institution is not an industrial loan corporation
____________________
(1) Federal Reserve FR3033s Instructions to Survey of Finance Companies December 31 2013
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
24
Status of the Capital Markets Cash Liquidity (contrsquod)
Non-financial Corporate Balance Sheets
US = $18 trillion(1) Canada = $028
trillion(3)
____________________
(1) Board of Governors of the Federal Reserve System Z1 Financial Accounts of the United States ndash Second Quarter 2014 September 18 2014 p 70
(2) JP Morgan Asset Management
(3) Statistics Canada Table 187-0001 - Quarterly balance sheet and income statement Conversion rate of 1 CAD = 092925 USD
14
16
18
20
22
24
26
28
30
00 01 02 03 04 05 06 07 08 09 10 11 12 13
Corporate Cash as a Percent of Current Assets (2)
SampP 500 Companies at December 2013
$0
$500
$1000
$1500
$2000
$2500
1945 1951 1957 1963 1969 1975 1981 1987 1993 1999 2005 2011
Billio
ns
of
Do
llars
Non-financial Corporate Liquid AssetsSecond Quarter 2014
$0
$50
$100
$150
$200
$250
$300
$350
00 01 02 03 04 05 06 07 08 09 10 11 12 13 14
Billio
ns
of
Can
ad
ian
Do
llars
Cash and Deposits of N on-financial FirmsSecond Quarter 2014
12
14
16
18
20
22
24
26
28
30
00 01 02 03 04 05 06 07 08 09 10 11 12 13 14
Cash and Deposits of Non-financial Firms
as a Percent of Current Assets(3)
Second Quarter 2014
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
25
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes to Non-financial Corporate Balance Sheets
ndash Canada conducts quarterly surveys of all non-financial incorporated entities The total
amount of cash and cash equivalents is projected from these quarterly samples Response
to the survey is compulsory(1)
ndash Canada and the US both use the same GAAP standard(2) to define cash and cash
equivalents with very small differences related to recording of transactions at trade or
settlement date Cash is either currency on hand or demand deposits held at banks Cash
equivalents(3) are any of the following assets asset-backed securities certificates of
deposit time deposits municipal government agency securities commercial paper
credit debit card receivables and money market funds at carrying value that meet the
conditions of having an original maturity of le90 days and are readily convertible to known
amounts of cash
____________________
(1) Statistics Canada Definitions Data Sources and Methods Quarterly Survey of Financial Statements p 2
(2) PwC Similarities and Differences A comparison of Brazilian GAAP IFRS US GAAP and Canadian GAAP for Investment Funds p 8
(3) Federal Accounting Standards Board FAS 95 Statement of Cash Flows paragraphs 7 ndash 10
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
26
US Corporate Cash Offshore
As many media outlets and congressional reports have noted large amounts of
US corporate cash is officially domiciled offshore to defer recognition for tax
purposes
According to Moodyrsquos Investor Service offshore cash constituted 577 of US
corporate cash reserves(1)
Although this cash is officially domiciled offshore in foreign subsidiaries
investigations by Senator Carl Levin have revealed that at least 46 of offshore
reserves are present in the US financial system(2)
As a result we estimate that 311 of US corporate cash reserves are both
offshore and not present in the US financial systemUS Cash on Balance Sheets Less
Actually Offshored Cash
US = $124 trillion
____________________
(1) Richard Waters ldquoCorporate Americarsquos Overseas Cash Pile Rises to $947 Billionrdquo Financial Times March 31 2014
(2) United States Senate Permanent Subcommittee on Investigations Committee on Homeland Security and Governmental Affairs Carl Levin Chairman
Offshore Funds Located Onshore Majority Staff Report Addendum December 14 2011
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
27
Status of the Capital Markets Cash Liquidity (contrsquod)
Venture Capital Private Equity Uninvested Commitments
US = $05 trillion(1)
____________________
(1) Pitchbook Data 2H 2014 US PE amp VC Fundraising amp Capital Overhang Report July 31 2014 p 9 16
$541 $526 $504 $484 $497 $509 $486
$94 $92 $85 $78 $76 $69$58
$0
$100
$200
$300
$400
$500
$600
$700
2007 2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
PE and VC Capital OverhangDecember 2013
Private Equity Venture Capital
$635$562 $578 $544$618 $589 $573
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
28
Status of the Capital Markets Cash Liquidity (contrsquod)
Public and Private Pension Funds
US = $188 trillion(1) Canada = $13
trillion(2)
Average 50 Cash Balance = ~ US $9500 Billion Average 50 Cash Balance = ~ US $650 Billion
____________________
(1) Towers Watson Global Pension Assets Study February 5 2014
(2) Statistics Canada Table 280-0003 - Trusteed pension funds market and book value of assets by foreign and domestic holdings quarterly Conversion
rate of 1 CAD = 092925 USD
$8000
$10000
$12000
$14000
$16000
$18000
$20000
2008 2009 2010 2011 2012 2013E
Bil
lio
ns
of
Do
lla
rs
Pension Fund Assets
0
1
2
3
4
5
6
7
8
$0
$200
$400
$600
$800
$1000
$1200
$1400
$1600
2000 2002 2004 2006 2008 2010 2012 2014
Bil
lio
ns
of
Ca
na
dia
n D
oll
ars
Pension Fund AssetsFirst Quarter 2014
Total Assets Cash PE and VC
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
29
Status of the Capital Markets Cash Liquidity (contrsquod)
Endowments
US and Canada = $045 trillion(1)
Average 40 Cash Balance = ~ $180 billion Currently 30 Cash Balance = ~
$136 billion
____________________
(1) National Association of College and University Business Officers Annual Commonfund Study of Endowment Results In US dollars
0
2
4
6
8
10
12
$0
$50
$100
$150
$200
$250
$300
$350
$400
$450
$500
2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Total Assets of US and Canadian Endowments
with Selected Allocations
Total Endowment Funds Private Equity Cash
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
30
Status of the Capital Markets Cash Liquidity (contrsquod)
Insurance
____________________
(1) Federal Insurance Office US Department of the Treasury Annual Report on the Insurance Industry September 2014
(2) Prequin Ltd Prequin Special Report Insurance Companies Investing in Private Equity 2012
$115
$120
$125
$130
$135
$140
$145
$150
$155
$160
2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Allocation of US Insurance Firms to Private Equity(2)
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
31
Status of the Capital Markets Cash Liquidity (contrsquod)
Business Development Companies (BDC)
ndash Defined in a 1980 amendment to the Investment Company Act of 1940
ndash A BDC may be either private or publicly traded
ndash BDCs are similar to a closed-end mutual fund or REIT with the following investment
restrictions
A BDC must only purchase equity or offer debt to non-public firms with more than $2 million in capital
and surplus but less than $4 million in assets and
A BDC must provide significant managerial assistance to the firms in its debt and equity portfolios
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
32
The Impact of Liquidity in the Current MampA Climate
An increasingly important factor in the MampA market is the presence of pension
insurance endowment and family office funds These investors are typically focused
on much longer term investment than other market participants The public frequently
views these participants as conservative investors benefitting ldquowidows and orphansrdquo
However the long liability horizons and predictable pay out requirements for these
participants enable them to place large portions of their assets in illiquid long-term
investments Although trends indicate that these funds are increasing their level of
direct investment in private firms the vast majority of these participantsrsquo impact on the
MampA market is via PE funds The lower the yields on fixed income the more
desirable PE investments become The willingness of PE firms to launch new funds
often depends on the participation and sponsorship of these institutional investors
A secular trend of low returning fixed income assets and large amounts of
corporate cash currently prevails This environment leads PE operators into being
more inclined to fill launched funds quickly in order to launch subsequent funds while
conditions are still favorable for institutional investments The desire of PE funds to
make hay while the sun shines is augmented by corporate cash flowing into strategic
acquisitions which places even more upward pressure on MampA pricing All of these
factors point to a prime sellersrsquo market in MampA
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
33
Status of the Capital Markets Cash Liquidity (contrsquod)
Summary of the Storehouses of Capital
Banking System (reserve deposits) $26 trillion $119 trillion
Finance Companies $013 trillion
Non-financial Corporate Balance Sheets $124 trillion $028 trillion
with Offshoring Adjustment
Venture Capital Private Equity Uninvested Commitments$05 trillion
Public and Private Pension Funds $095 trillion $006 trillion
$542 trillion + $153 trillion
Endowments (US amp Canada) + $001 trillion
CanadaUS
Total Cash Liquidity Pool (October 2014) $696 trillion
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
16
Contact info
Patrick J Jensen
Managing Director
Prairie Capital LP
191 North Wacker Drive
Suite 800
Chicago IL 60606
312-360-1133 x 244
pjensenprairie-capitalcom
Harry Cendrowski
Managing Director
Cendrowski Corporate Advisors
(866) 717-1607
180 North LaSalle Street
Suite 2620
Chicago IL 60601
hccendselcom
Steven Tonhaiser
Vice President ndash Portfolio
Manager
FirstMerit Private Bank
222 N LaSalle Street
Suite1200
Chicago IL 60601
312-429-3619
StevenTonhaiserFirstMeritcom
Frederick R Kaufmann
Senior Vice President
First Merit Bank
847-391-6283
678 Lee St
Des Plaines IL 60016
frederickkaufmannfirstmeritco
m
Bill Snow
Managing Director
Jordan Knauff amp Company
200 W Madison Street
Suite 980
Chicago IL 60606
312-254-5904
wsnowjordanknauffcom
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
17
Appendix A ndash Status of the Capital Markets
copy Jordan Knauff amp Company member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
December 2014
Proprietary amp Confidential
Status of the Capital Markets
Cash Liquidity
The Storehouses of Capital
Jordan Knauff amp CompanyINVESTMENT BANKERS
19
Why Cash Liquidity(1) is Important in the Middle-Market
For mergers and acquisitions (MampA) transactions in the middle-market one of
the most important concerns is the amount of liquidity in the marketplace Greater
liquidity can result in easier borrowing at lower rates Thus the cash positions of
central bank reserves and non-banking finance companies (NBFCs) provide a
general forecast for middle-market MampA Much like in real estate the ability to borrow
at low rates usually increases the prices paid for assets and decreases the
transaction time as more money chases a shrinking pool of desirable deals
However NBFCs and commercial banks do not frequently engage in MampA
activities themselves except as strategic buyers in their own industries Private
equity (PE) and strategic buyers are by far the most frequent participants in MampA
Thus a forecast for the market can be obtained by measuring the level of
uncommitted funds in PE and the amount of cash residing on corporate balance
sheets supplemented by the amount of cash reserves available to their financiers
the commercial banks This is the ldquodry powderrdquo that fuels the MampA middle-market
High levels of uninvested funds lead to pressure from investors to put capital to good
use or return cash to the Limited Partners of PE funds and shareholders of cash rich
corporations This pressure can create an excellent climate for pitching deals
____________________
(1) Cash liquidity is defined as cash and cash equivalents for the purpose of this analysis
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
20
Status of the Capital Markets Cash Liquidity
Banking System (reserve deposits)
US = $26 trillion(1) Canada = $119
trillion(2)
____________________
(1) Federal Reserve Bank of St Louis Federal Reserve Economic Data October 1 2014
(2) Bank of Canada Table 176-0025 - Chartered bank assets and liabilities and monetary aggregates monthly average seasonally adjusted Conversion
rate of 1 CAD = 092925 USD
$0
$500
$1000
$1500
$2000
$2500
$3000
1959 1966 1974 1981 1989 1996 2004 2011
Billio
ns
of
Do
llars
Excess Reserves of Depository InstitutionsOctober 2014
0
10
20
30
40
50
60
70
$0
$200
$400
$600
$800
$1000
$1200
$1400
1974 1979 1984 1989 1994 1999 2004 2009 2014
Billio
ns
of
Can
ad
ian
Do
llars
Chartered Canadian Deposits in Excess of LoansSeptember 2014
Excess Deposits of Deposits in Excess of Current Loans
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
21
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes on Banking System Cash Liquidity
ndash The Canadian banking system does not require official levels of cash reserves as in the
UK and Australia The data we have compiled to approximate US excess reserves is the
amount by which Canadian Chartered Bank Deposits exceed recorded loans
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
22
Status of the Capital Markets Cash Liquidity (contrsquod)
Finance Companies
US = $013 trillion(1)
____________________
(1) Federal Reserve Bank of St Louis Domestic finance companies cash and cash equivalents outstanding quarterly not seasonally adjusted September
22 2014
$100
$105
$110
$115
$120
$125
$130
$135
$140
Q4 2010 Q2 2011 Q4 2011 Q2 2012 Q4 2012 Q2 2013 Q4 2013 Q2 2014
Billio
ns
of
Do
llars
Total Cash OutstandingSecond Quarter 2014
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
23
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes on Finance Companies
ndash Canada does not collect national level data on this sector
ndash The Federal Reserve defines finance companies as firms meeting the following criteria(1)
50 or more of assets are business or consumer loans or leases
The institution does not accept deposits and
The institution is not an industrial loan corporation
____________________
(1) Federal Reserve FR3033s Instructions to Survey of Finance Companies December 31 2013
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
24
Status of the Capital Markets Cash Liquidity (contrsquod)
Non-financial Corporate Balance Sheets
US = $18 trillion(1) Canada = $028
trillion(3)
____________________
(1) Board of Governors of the Federal Reserve System Z1 Financial Accounts of the United States ndash Second Quarter 2014 September 18 2014 p 70
(2) JP Morgan Asset Management
(3) Statistics Canada Table 187-0001 - Quarterly balance sheet and income statement Conversion rate of 1 CAD = 092925 USD
14
16
18
20
22
24
26
28
30
00 01 02 03 04 05 06 07 08 09 10 11 12 13
Corporate Cash as a Percent of Current Assets (2)
SampP 500 Companies at December 2013
$0
$500
$1000
$1500
$2000
$2500
1945 1951 1957 1963 1969 1975 1981 1987 1993 1999 2005 2011
Billio
ns
of
Do
llars
Non-financial Corporate Liquid AssetsSecond Quarter 2014
$0
$50
$100
$150
$200
$250
$300
$350
00 01 02 03 04 05 06 07 08 09 10 11 12 13 14
Billio
ns
of
Can
ad
ian
Do
llars
Cash and Deposits of N on-financial FirmsSecond Quarter 2014
12
14
16
18
20
22
24
26
28
30
00 01 02 03 04 05 06 07 08 09 10 11 12 13 14
Cash and Deposits of Non-financial Firms
as a Percent of Current Assets(3)
Second Quarter 2014
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
25
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes to Non-financial Corporate Balance Sheets
ndash Canada conducts quarterly surveys of all non-financial incorporated entities The total
amount of cash and cash equivalents is projected from these quarterly samples Response
to the survey is compulsory(1)
ndash Canada and the US both use the same GAAP standard(2) to define cash and cash
equivalents with very small differences related to recording of transactions at trade or
settlement date Cash is either currency on hand or demand deposits held at banks Cash
equivalents(3) are any of the following assets asset-backed securities certificates of
deposit time deposits municipal government agency securities commercial paper
credit debit card receivables and money market funds at carrying value that meet the
conditions of having an original maturity of le90 days and are readily convertible to known
amounts of cash
____________________
(1) Statistics Canada Definitions Data Sources and Methods Quarterly Survey of Financial Statements p 2
(2) PwC Similarities and Differences A comparison of Brazilian GAAP IFRS US GAAP and Canadian GAAP for Investment Funds p 8
(3) Federal Accounting Standards Board FAS 95 Statement of Cash Flows paragraphs 7 ndash 10
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
26
US Corporate Cash Offshore
As many media outlets and congressional reports have noted large amounts of
US corporate cash is officially domiciled offshore to defer recognition for tax
purposes
According to Moodyrsquos Investor Service offshore cash constituted 577 of US
corporate cash reserves(1)
Although this cash is officially domiciled offshore in foreign subsidiaries
investigations by Senator Carl Levin have revealed that at least 46 of offshore
reserves are present in the US financial system(2)
As a result we estimate that 311 of US corporate cash reserves are both
offshore and not present in the US financial systemUS Cash on Balance Sheets Less
Actually Offshored Cash
US = $124 trillion
____________________
(1) Richard Waters ldquoCorporate Americarsquos Overseas Cash Pile Rises to $947 Billionrdquo Financial Times March 31 2014
(2) United States Senate Permanent Subcommittee on Investigations Committee on Homeland Security and Governmental Affairs Carl Levin Chairman
Offshore Funds Located Onshore Majority Staff Report Addendum December 14 2011
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
27
Status of the Capital Markets Cash Liquidity (contrsquod)
Venture Capital Private Equity Uninvested Commitments
US = $05 trillion(1)
____________________
(1) Pitchbook Data 2H 2014 US PE amp VC Fundraising amp Capital Overhang Report July 31 2014 p 9 16
$541 $526 $504 $484 $497 $509 $486
$94 $92 $85 $78 $76 $69$58
$0
$100
$200
$300
$400
$500
$600
$700
2007 2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
PE and VC Capital OverhangDecember 2013
Private Equity Venture Capital
$635$562 $578 $544$618 $589 $573
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
28
Status of the Capital Markets Cash Liquidity (contrsquod)
Public and Private Pension Funds
US = $188 trillion(1) Canada = $13
trillion(2)
Average 50 Cash Balance = ~ US $9500 Billion Average 50 Cash Balance = ~ US $650 Billion
____________________
(1) Towers Watson Global Pension Assets Study February 5 2014
(2) Statistics Canada Table 280-0003 - Trusteed pension funds market and book value of assets by foreign and domestic holdings quarterly Conversion
rate of 1 CAD = 092925 USD
$8000
$10000
$12000
$14000
$16000
$18000
$20000
2008 2009 2010 2011 2012 2013E
Bil
lio
ns
of
Do
lla
rs
Pension Fund Assets
0
1
2
3
4
5
6
7
8
$0
$200
$400
$600
$800
$1000
$1200
$1400
$1600
2000 2002 2004 2006 2008 2010 2012 2014
Bil
lio
ns
of
Ca
na
dia
n D
oll
ars
Pension Fund AssetsFirst Quarter 2014
Total Assets Cash PE and VC
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
29
Status of the Capital Markets Cash Liquidity (contrsquod)
Endowments
US and Canada = $045 trillion(1)
Average 40 Cash Balance = ~ $180 billion Currently 30 Cash Balance = ~
$136 billion
____________________
(1) National Association of College and University Business Officers Annual Commonfund Study of Endowment Results In US dollars
0
2
4
6
8
10
12
$0
$50
$100
$150
$200
$250
$300
$350
$400
$450
$500
2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Total Assets of US and Canadian Endowments
with Selected Allocations
Total Endowment Funds Private Equity Cash
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
30
Status of the Capital Markets Cash Liquidity (contrsquod)
Insurance
____________________
(1) Federal Insurance Office US Department of the Treasury Annual Report on the Insurance Industry September 2014
(2) Prequin Ltd Prequin Special Report Insurance Companies Investing in Private Equity 2012
$115
$120
$125
$130
$135
$140
$145
$150
$155
$160
2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Allocation of US Insurance Firms to Private Equity(2)
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
31
Status of the Capital Markets Cash Liquidity (contrsquod)
Business Development Companies (BDC)
ndash Defined in a 1980 amendment to the Investment Company Act of 1940
ndash A BDC may be either private or publicly traded
ndash BDCs are similar to a closed-end mutual fund or REIT with the following investment
restrictions
A BDC must only purchase equity or offer debt to non-public firms with more than $2 million in capital
and surplus but less than $4 million in assets and
A BDC must provide significant managerial assistance to the firms in its debt and equity portfolios
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
32
The Impact of Liquidity in the Current MampA Climate
An increasingly important factor in the MampA market is the presence of pension
insurance endowment and family office funds These investors are typically focused
on much longer term investment than other market participants The public frequently
views these participants as conservative investors benefitting ldquowidows and orphansrdquo
However the long liability horizons and predictable pay out requirements for these
participants enable them to place large portions of their assets in illiquid long-term
investments Although trends indicate that these funds are increasing their level of
direct investment in private firms the vast majority of these participantsrsquo impact on the
MampA market is via PE funds The lower the yields on fixed income the more
desirable PE investments become The willingness of PE firms to launch new funds
often depends on the participation and sponsorship of these institutional investors
A secular trend of low returning fixed income assets and large amounts of
corporate cash currently prevails This environment leads PE operators into being
more inclined to fill launched funds quickly in order to launch subsequent funds while
conditions are still favorable for institutional investments The desire of PE funds to
make hay while the sun shines is augmented by corporate cash flowing into strategic
acquisitions which places even more upward pressure on MampA pricing All of these
factors point to a prime sellersrsquo market in MampA
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
33
Status of the Capital Markets Cash Liquidity (contrsquod)
Summary of the Storehouses of Capital
Banking System (reserve deposits) $26 trillion $119 trillion
Finance Companies $013 trillion
Non-financial Corporate Balance Sheets $124 trillion $028 trillion
with Offshoring Adjustment
Venture Capital Private Equity Uninvested Commitments$05 trillion
Public and Private Pension Funds $095 trillion $006 trillion
$542 trillion + $153 trillion
Endowments (US amp Canada) + $001 trillion
CanadaUS
Total Cash Liquidity Pool (October 2014) $696 trillion
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
17
Appendix A ndash Status of the Capital Markets
copy Jordan Knauff amp Company member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
December 2014
Proprietary amp Confidential
Status of the Capital Markets
Cash Liquidity
The Storehouses of Capital
Jordan Knauff amp CompanyINVESTMENT BANKERS
19
Why Cash Liquidity(1) is Important in the Middle-Market
For mergers and acquisitions (MampA) transactions in the middle-market one of
the most important concerns is the amount of liquidity in the marketplace Greater
liquidity can result in easier borrowing at lower rates Thus the cash positions of
central bank reserves and non-banking finance companies (NBFCs) provide a
general forecast for middle-market MampA Much like in real estate the ability to borrow
at low rates usually increases the prices paid for assets and decreases the
transaction time as more money chases a shrinking pool of desirable deals
However NBFCs and commercial banks do not frequently engage in MampA
activities themselves except as strategic buyers in their own industries Private
equity (PE) and strategic buyers are by far the most frequent participants in MampA
Thus a forecast for the market can be obtained by measuring the level of
uncommitted funds in PE and the amount of cash residing on corporate balance
sheets supplemented by the amount of cash reserves available to their financiers
the commercial banks This is the ldquodry powderrdquo that fuels the MampA middle-market
High levels of uninvested funds lead to pressure from investors to put capital to good
use or return cash to the Limited Partners of PE funds and shareholders of cash rich
corporations This pressure can create an excellent climate for pitching deals
____________________
(1) Cash liquidity is defined as cash and cash equivalents for the purpose of this analysis
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
20
Status of the Capital Markets Cash Liquidity
Banking System (reserve deposits)
US = $26 trillion(1) Canada = $119
trillion(2)
____________________
(1) Federal Reserve Bank of St Louis Federal Reserve Economic Data October 1 2014
(2) Bank of Canada Table 176-0025 - Chartered bank assets and liabilities and monetary aggregates monthly average seasonally adjusted Conversion
rate of 1 CAD = 092925 USD
$0
$500
$1000
$1500
$2000
$2500
$3000
1959 1966 1974 1981 1989 1996 2004 2011
Billio
ns
of
Do
llars
Excess Reserves of Depository InstitutionsOctober 2014
0
10
20
30
40
50
60
70
$0
$200
$400
$600
$800
$1000
$1200
$1400
1974 1979 1984 1989 1994 1999 2004 2009 2014
Billio
ns
of
Can
ad
ian
Do
llars
Chartered Canadian Deposits in Excess of LoansSeptember 2014
Excess Deposits of Deposits in Excess of Current Loans
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
21
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes on Banking System Cash Liquidity
ndash The Canadian banking system does not require official levels of cash reserves as in the
UK and Australia The data we have compiled to approximate US excess reserves is the
amount by which Canadian Chartered Bank Deposits exceed recorded loans
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
22
Status of the Capital Markets Cash Liquidity (contrsquod)
Finance Companies
US = $013 trillion(1)
____________________
(1) Federal Reserve Bank of St Louis Domestic finance companies cash and cash equivalents outstanding quarterly not seasonally adjusted September
22 2014
$100
$105
$110
$115
$120
$125
$130
$135
$140
Q4 2010 Q2 2011 Q4 2011 Q2 2012 Q4 2012 Q2 2013 Q4 2013 Q2 2014
Billio
ns
of
Do
llars
Total Cash OutstandingSecond Quarter 2014
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
23
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes on Finance Companies
ndash Canada does not collect national level data on this sector
ndash The Federal Reserve defines finance companies as firms meeting the following criteria(1)
50 or more of assets are business or consumer loans or leases
The institution does not accept deposits and
The institution is not an industrial loan corporation
____________________
(1) Federal Reserve FR3033s Instructions to Survey of Finance Companies December 31 2013
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
24
Status of the Capital Markets Cash Liquidity (contrsquod)
Non-financial Corporate Balance Sheets
US = $18 trillion(1) Canada = $028
trillion(3)
____________________
(1) Board of Governors of the Federal Reserve System Z1 Financial Accounts of the United States ndash Second Quarter 2014 September 18 2014 p 70
(2) JP Morgan Asset Management
(3) Statistics Canada Table 187-0001 - Quarterly balance sheet and income statement Conversion rate of 1 CAD = 092925 USD
14
16
18
20
22
24
26
28
30
00 01 02 03 04 05 06 07 08 09 10 11 12 13
Corporate Cash as a Percent of Current Assets (2)
SampP 500 Companies at December 2013
$0
$500
$1000
$1500
$2000
$2500
1945 1951 1957 1963 1969 1975 1981 1987 1993 1999 2005 2011
Billio
ns
of
Do
llars
Non-financial Corporate Liquid AssetsSecond Quarter 2014
$0
$50
$100
$150
$200
$250
$300
$350
00 01 02 03 04 05 06 07 08 09 10 11 12 13 14
Billio
ns
of
Can
ad
ian
Do
llars
Cash and Deposits of N on-financial FirmsSecond Quarter 2014
12
14
16
18
20
22
24
26
28
30
00 01 02 03 04 05 06 07 08 09 10 11 12 13 14
Cash and Deposits of Non-financial Firms
as a Percent of Current Assets(3)
Second Quarter 2014
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
25
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes to Non-financial Corporate Balance Sheets
ndash Canada conducts quarterly surveys of all non-financial incorporated entities The total
amount of cash and cash equivalents is projected from these quarterly samples Response
to the survey is compulsory(1)
ndash Canada and the US both use the same GAAP standard(2) to define cash and cash
equivalents with very small differences related to recording of transactions at trade or
settlement date Cash is either currency on hand or demand deposits held at banks Cash
equivalents(3) are any of the following assets asset-backed securities certificates of
deposit time deposits municipal government agency securities commercial paper
credit debit card receivables and money market funds at carrying value that meet the
conditions of having an original maturity of le90 days and are readily convertible to known
amounts of cash
____________________
(1) Statistics Canada Definitions Data Sources and Methods Quarterly Survey of Financial Statements p 2
(2) PwC Similarities and Differences A comparison of Brazilian GAAP IFRS US GAAP and Canadian GAAP for Investment Funds p 8
(3) Federal Accounting Standards Board FAS 95 Statement of Cash Flows paragraphs 7 ndash 10
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
26
US Corporate Cash Offshore
As many media outlets and congressional reports have noted large amounts of
US corporate cash is officially domiciled offshore to defer recognition for tax
purposes
According to Moodyrsquos Investor Service offshore cash constituted 577 of US
corporate cash reserves(1)
Although this cash is officially domiciled offshore in foreign subsidiaries
investigations by Senator Carl Levin have revealed that at least 46 of offshore
reserves are present in the US financial system(2)
As a result we estimate that 311 of US corporate cash reserves are both
offshore and not present in the US financial systemUS Cash on Balance Sheets Less
Actually Offshored Cash
US = $124 trillion
____________________
(1) Richard Waters ldquoCorporate Americarsquos Overseas Cash Pile Rises to $947 Billionrdquo Financial Times March 31 2014
(2) United States Senate Permanent Subcommittee on Investigations Committee on Homeland Security and Governmental Affairs Carl Levin Chairman
Offshore Funds Located Onshore Majority Staff Report Addendum December 14 2011
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
27
Status of the Capital Markets Cash Liquidity (contrsquod)
Venture Capital Private Equity Uninvested Commitments
US = $05 trillion(1)
____________________
(1) Pitchbook Data 2H 2014 US PE amp VC Fundraising amp Capital Overhang Report July 31 2014 p 9 16
$541 $526 $504 $484 $497 $509 $486
$94 $92 $85 $78 $76 $69$58
$0
$100
$200
$300
$400
$500
$600
$700
2007 2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
PE and VC Capital OverhangDecember 2013
Private Equity Venture Capital
$635$562 $578 $544$618 $589 $573
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
28
Status of the Capital Markets Cash Liquidity (contrsquod)
Public and Private Pension Funds
US = $188 trillion(1) Canada = $13
trillion(2)
Average 50 Cash Balance = ~ US $9500 Billion Average 50 Cash Balance = ~ US $650 Billion
____________________
(1) Towers Watson Global Pension Assets Study February 5 2014
(2) Statistics Canada Table 280-0003 - Trusteed pension funds market and book value of assets by foreign and domestic holdings quarterly Conversion
rate of 1 CAD = 092925 USD
$8000
$10000
$12000
$14000
$16000
$18000
$20000
2008 2009 2010 2011 2012 2013E
Bil
lio
ns
of
Do
lla
rs
Pension Fund Assets
0
1
2
3
4
5
6
7
8
$0
$200
$400
$600
$800
$1000
$1200
$1400
$1600
2000 2002 2004 2006 2008 2010 2012 2014
Bil
lio
ns
of
Ca
na
dia
n D
oll
ars
Pension Fund AssetsFirst Quarter 2014
Total Assets Cash PE and VC
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
29
Status of the Capital Markets Cash Liquidity (contrsquod)
Endowments
US and Canada = $045 trillion(1)
Average 40 Cash Balance = ~ $180 billion Currently 30 Cash Balance = ~
$136 billion
____________________
(1) National Association of College and University Business Officers Annual Commonfund Study of Endowment Results In US dollars
0
2
4
6
8
10
12
$0
$50
$100
$150
$200
$250
$300
$350
$400
$450
$500
2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Total Assets of US and Canadian Endowments
with Selected Allocations
Total Endowment Funds Private Equity Cash
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
30
Status of the Capital Markets Cash Liquidity (contrsquod)
Insurance
____________________
(1) Federal Insurance Office US Department of the Treasury Annual Report on the Insurance Industry September 2014
(2) Prequin Ltd Prequin Special Report Insurance Companies Investing in Private Equity 2012
$115
$120
$125
$130
$135
$140
$145
$150
$155
$160
2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Allocation of US Insurance Firms to Private Equity(2)
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
31
Status of the Capital Markets Cash Liquidity (contrsquod)
Business Development Companies (BDC)
ndash Defined in a 1980 amendment to the Investment Company Act of 1940
ndash A BDC may be either private or publicly traded
ndash BDCs are similar to a closed-end mutual fund or REIT with the following investment
restrictions
A BDC must only purchase equity or offer debt to non-public firms with more than $2 million in capital
and surplus but less than $4 million in assets and
A BDC must provide significant managerial assistance to the firms in its debt and equity portfolios
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
32
The Impact of Liquidity in the Current MampA Climate
An increasingly important factor in the MampA market is the presence of pension
insurance endowment and family office funds These investors are typically focused
on much longer term investment than other market participants The public frequently
views these participants as conservative investors benefitting ldquowidows and orphansrdquo
However the long liability horizons and predictable pay out requirements for these
participants enable them to place large portions of their assets in illiquid long-term
investments Although trends indicate that these funds are increasing their level of
direct investment in private firms the vast majority of these participantsrsquo impact on the
MampA market is via PE funds The lower the yields on fixed income the more
desirable PE investments become The willingness of PE firms to launch new funds
often depends on the participation and sponsorship of these institutional investors
A secular trend of low returning fixed income assets and large amounts of
corporate cash currently prevails This environment leads PE operators into being
more inclined to fill launched funds quickly in order to launch subsequent funds while
conditions are still favorable for institutional investments The desire of PE funds to
make hay while the sun shines is augmented by corporate cash flowing into strategic
acquisitions which places even more upward pressure on MampA pricing All of these
factors point to a prime sellersrsquo market in MampA
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
33
Status of the Capital Markets Cash Liquidity (contrsquod)
Summary of the Storehouses of Capital
Banking System (reserve deposits) $26 trillion $119 trillion
Finance Companies $013 trillion
Non-financial Corporate Balance Sheets $124 trillion $028 trillion
with Offshoring Adjustment
Venture Capital Private Equity Uninvested Commitments$05 trillion
Public and Private Pension Funds $095 trillion $006 trillion
$542 trillion + $153 trillion
Endowments (US amp Canada) + $001 trillion
CanadaUS
Total Cash Liquidity Pool (October 2014) $696 trillion
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
December 2014
Proprietary amp Confidential
Status of the Capital Markets
Cash Liquidity
The Storehouses of Capital
Jordan Knauff amp CompanyINVESTMENT BANKERS
19
Why Cash Liquidity(1) is Important in the Middle-Market
For mergers and acquisitions (MampA) transactions in the middle-market one of
the most important concerns is the amount of liquidity in the marketplace Greater
liquidity can result in easier borrowing at lower rates Thus the cash positions of
central bank reserves and non-banking finance companies (NBFCs) provide a
general forecast for middle-market MampA Much like in real estate the ability to borrow
at low rates usually increases the prices paid for assets and decreases the
transaction time as more money chases a shrinking pool of desirable deals
However NBFCs and commercial banks do not frequently engage in MampA
activities themselves except as strategic buyers in their own industries Private
equity (PE) and strategic buyers are by far the most frequent participants in MampA
Thus a forecast for the market can be obtained by measuring the level of
uncommitted funds in PE and the amount of cash residing on corporate balance
sheets supplemented by the amount of cash reserves available to their financiers
the commercial banks This is the ldquodry powderrdquo that fuels the MampA middle-market
High levels of uninvested funds lead to pressure from investors to put capital to good
use or return cash to the Limited Partners of PE funds and shareholders of cash rich
corporations This pressure can create an excellent climate for pitching deals
____________________
(1) Cash liquidity is defined as cash and cash equivalents for the purpose of this analysis
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
20
Status of the Capital Markets Cash Liquidity
Banking System (reserve deposits)
US = $26 trillion(1) Canada = $119
trillion(2)
____________________
(1) Federal Reserve Bank of St Louis Federal Reserve Economic Data October 1 2014
(2) Bank of Canada Table 176-0025 - Chartered bank assets and liabilities and monetary aggregates monthly average seasonally adjusted Conversion
rate of 1 CAD = 092925 USD
$0
$500
$1000
$1500
$2000
$2500
$3000
1959 1966 1974 1981 1989 1996 2004 2011
Billio
ns
of
Do
llars
Excess Reserves of Depository InstitutionsOctober 2014
0
10
20
30
40
50
60
70
$0
$200
$400
$600
$800
$1000
$1200
$1400
1974 1979 1984 1989 1994 1999 2004 2009 2014
Billio
ns
of
Can
ad
ian
Do
llars
Chartered Canadian Deposits in Excess of LoansSeptember 2014
Excess Deposits of Deposits in Excess of Current Loans
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
21
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes on Banking System Cash Liquidity
ndash The Canadian banking system does not require official levels of cash reserves as in the
UK and Australia The data we have compiled to approximate US excess reserves is the
amount by which Canadian Chartered Bank Deposits exceed recorded loans
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
22
Status of the Capital Markets Cash Liquidity (contrsquod)
Finance Companies
US = $013 trillion(1)
____________________
(1) Federal Reserve Bank of St Louis Domestic finance companies cash and cash equivalents outstanding quarterly not seasonally adjusted September
22 2014
$100
$105
$110
$115
$120
$125
$130
$135
$140
Q4 2010 Q2 2011 Q4 2011 Q2 2012 Q4 2012 Q2 2013 Q4 2013 Q2 2014
Billio
ns
of
Do
llars
Total Cash OutstandingSecond Quarter 2014
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
23
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes on Finance Companies
ndash Canada does not collect national level data on this sector
ndash The Federal Reserve defines finance companies as firms meeting the following criteria(1)
50 or more of assets are business or consumer loans or leases
The institution does not accept deposits and
The institution is not an industrial loan corporation
____________________
(1) Federal Reserve FR3033s Instructions to Survey of Finance Companies December 31 2013
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
24
Status of the Capital Markets Cash Liquidity (contrsquod)
Non-financial Corporate Balance Sheets
US = $18 trillion(1) Canada = $028
trillion(3)
____________________
(1) Board of Governors of the Federal Reserve System Z1 Financial Accounts of the United States ndash Second Quarter 2014 September 18 2014 p 70
(2) JP Morgan Asset Management
(3) Statistics Canada Table 187-0001 - Quarterly balance sheet and income statement Conversion rate of 1 CAD = 092925 USD
14
16
18
20
22
24
26
28
30
00 01 02 03 04 05 06 07 08 09 10 11 12 13
Corporate Cash as a Percent of Current Assets (2)
SampP 500 Companies at December 2013
$0
$500
$1000
$1500
$2000
$2500
1945 1951 1957 1963 1969 1975 1981 1987 1993 1999 2005 2011
Billio
ns
of
Do
llars
Non-financial Corporate Liquid AssetsSecond Quarter 2014
$0
$50
$100
$150
$200
$250
$300
$350
00 01 02 03 04 05 06 07 08 09 10 11 12 13 14
Billio
ns
of
Can
ad
ian
Do
llars
Cash and Deposits of N on-financial FirmsSecond Quarter 2014
12
14
16
18
20
22
24
26
28
30
00 01 02 03 04 05 06 07 08 09 10 11 12 13 14
Cash and Deposits of Non-financial Firms
as a Percent of Current Assets(3)
Second Quarter 2014
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
25
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes to Non-financial Corporate Balance Sheets
ndash Canada conducts quarterly surveys of all non-financial incorporated entities The total
amount of cash and cash equivalents is projected from these quarterly samples Response
to the survey is compulsory(1)
ndash Canada and the US both use the same GAAP standard(2) to define cash and cash
equivalents with very small differences related to recording of transactions at trade or
settlement date Cash is either currency on hand or demand deposits held at banks Cash
equivalents(3) are any of the following assets asset-backed securities certificates of
deposit time deposits municipal government agency securities commercial paper
credit debit card receivables and money market funds at carrying value that meet the
conditions of having an original maturity of le90 days and are readily convertible to known
amounts of cash
____________________
(1) Statistics Canada Definitions Data Sources and Methods Quarterly Survey of Financial Statements p 2
(2) PwC Similarities and Differences A comparison of Brazilian GAAP IFRS US GAAP and Canadian GAAP for Investment Funds p 8
(3) Federal Accounting Standards Board FAS 95 Statement of Cash Flows paragraphs 7 ndash 10
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
26
US Corporate Cash Offshore
As many media outlets and congressional reports have noted large amounts of
US corporate cash is officially domiciled offshore to defer recognition for tax
purposes
According to Moodyrsquos Investor Service offshore cash constituted 577 of US
corporate cash reserves(1)
Although this cash is officially domiciled offshore in foreign subsidiaries
investigations by Senator Carl Levin have revealed that at least 46 of offshore
reserves are present in the US financial system(2)
As a result we estimate that 311 of US corporate cash reserves are both
offshore and not present in the US financial systemUS Cash on Balance Sheets Less
Actually Offshored Cash
US = $124 trillion
____________________
(1) Richard Waters ldquoCorporate Americarsquos Overseas Cash Pile Rises to $947 Billionrdquo Financial Times March 31 2014
(2) United States Senate Permanent Subcommittee on Investigations Committee on Homeland Security and Governmental Affairs Carl Levin Chairman
Offshore Funds Located Onshore Majority Staff Report Addendum December 14 2011
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
27
Status of the Capital Markets Cash Liquidity (contrsquod)
Venture Capital Private Equity Uninvested Commitments
US = $05 trillion(1)
____________________
(1) Pitchbook Data 2H 2014 US PE amp VC Fundraising amp Capital Overhang Report July 31 2014 p 9 16
$541 $526 $504 $484 $497 $509 $486
$94 $92 $85 $78 $76 $69$58
$0
$100
$200
$300
$400
$500
$600
$700
2007 2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
PE and VC Capital OverhangDecember 2013
Private Equity Venture Capital
$635$562 $578 $544$618 $589 $573
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
28
Status of the Capital Markets Cash Liquidity (contrsquod)
Public and Private Pension Funds
US = $188 trillion(1) Canada = $13
trillion(2)
Average 50 Cash Balance = ~ US $9500 Billion Average 50 Cash Balance = ~ US $650 Billion
____________________
(1) Towers Watson Global Pension Assets Study February 5 2014
(2) Statistics Canada Table 280-0003 - Trusteed pension funds market and book value of assets by foreign and domestic holdings quarterly Conversion
rate of 1 CAD = 092925 USD
$8000
$10000
$12000
$14000
$16000
$18000
$20000
2008 2009 2010 2011 2012 2013E
Bil
lio
ns
of
Do
lla
rs
Pension Fund Assets
0
1
2
3
4
5
6
7
8
$0
$200
$400
$600
$800
$1000
$1200
$1400
$1600
2000 2002 2004 2006 2008 2010 2012 2014
Bil
lio
ns
of
Ca
na
dia
n D
oll
ars
Pension Fund AssetsFirst Quarter 2014
Total Assets Cash PE and VC
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
29
Status of the Capital Markets Cash Liquidity (contrsquod)
Endowments
US and Canada = $045 trillion(1)
Average 40 Cash Balance = ~ $180 billion Currently 30 Cash Balance = ~
$136 billion
____________________
(1) National Association of College and University Business Officers Annual Commonfund Study of Endowment Results In US dollars
0
2
4
6
8
10
12
$0
$50
$100
$150
$200
$250
$300
$350
$400
$450
$500
2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Total Assets of US and Canadian Endowments
with Selected Allocations
Total Endowment Funds Private Equity Cash
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
30
Status of the Capital Markets Cash Liquidity (contrsquod)
Insurance
____________________
(1) Federal Insurance Office US Department of the Treasury Annual Report on the Insurance Industry September 2014
(2) Prequin Ltd Prequin Special Report Insurance Companies Investing in Private Equity 2012
$115
$120
$125
$130
$135
$140
$145
$150
$155
$160
2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Allocation of US Insurance Firms to Private Equity(2)
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
31
Status of the Capital Markets Cash Liquidity (contrsquod)
Business Development Companies (BDC)
ndash Defined in a 1980 amendment to the Investment Company Act of 1940
ndash A BDC may be either private or publicly traded
ndash BDCs are similar to a closed-end mutual fund or REIT with the following investment
restrictions
A BDC must only purchase equity or offer debt to non-public firms with more than $2 million in capital
and surplus but less than $4 million in assets and
A BDC must provide significant managerial assistance to the firms in its debt and equity portfolios
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
32
The Impact of Liquidity in the Current MampA Climate
An increasingly important factor in the MampA market is the presence of pension
insurance endowment and family office funds These investors are typically focused
on much longer term investment than other market participants The public frequently
views these participants as conservative investors benefitting ldquowidows and orphansrdquo
However the long liability horizons and predictable pay out requirements for these
participants enable them to place large portions of their assets in illiquid long-term
investments Although trends indicate that these funds are increasing their level of
direct investment in private firms the vast majority of these participantsrsquo impact on the
MampA market is via PE funds The lower the yields on fixed income the more
desirable PE investments become The willingness of PE firms to launch new funds
often depends on the participation and sponsorship of these institutional investors
A secular trend of low returning fixed income assets and large amounts of
corporate cash currently prevails This environment leads PE operators into being
more inclined to fill launched funds quickly in order to launch subsequent funds while
conditions are still favorable for institutional investments The desire of PE funds to
make hay while the sun shines is augmented by corporate cash flowing into strategic
acquisitions which places even more upward pressure on MampA pricing All of these
factors point to a prime sellersrsquo market in MampA
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
33
Status of the Capital Markets Cash Liquidity (contrsquod)
Summary of the Storehouses of Capital
Banking System (reserve deposits) $26 trillion $119 trillion
Finance Companies $013 trillion
Non-financial Corporate Balance Sheets $124 trillion $028 trillion
with Offshoring Adjustment
Venture Capital Private Equity Uninvested Commitments$05 trillion
Public and Private Pension Funds $095 trillion $006 trillion
$542 trillion + $153 trillion
Endowments (US amp Canada) + $001 trillion
CanadaUS
Total Cash Liquidity Pool (October 2014) $696 trillion
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
19
Why Cash Liquidity(1) is Important in the Middle-Market
For mergers and acquisitions (MampA) transactions in the middle-market one of
the most important concerns is the amount of liquidity in the marketplace Greater
liquidity can result in easier borrowing at lower rates Thus the cash positions of
central bank reserves and non-banking finance companies (NBFCs) provide a
general forecast for middle-market MampA Much like in real estate the ability to borrow
at low rates usually increases the prices paid for assets and decreases the
transaction time as more money chases a shrinking pool of desirable deals
However NBFCs and commercial banks do not frequently engage in MampA
activities themselves except as strategic buyers in their own industries Private
equity (PE) and strategic buyers are by far the most frequent participants in MampA
Thus a forecast for the market can be obtained by measuring the level of
uncommitted funds in PE and the amount of cash residing on corporate balance
sheets supplemented by the amount of cash reserves available to their financiers
the commercial banks This is the ldquodry powderrdquo that fuels the MampA middle-market
High levels of uninvested funds lead to pressure from investors to put capital to good
use or return cash to the Limited Partners of PE funds and shareholders of cash rich
corporations This pressure can create an excellent climate for pitching deals
____________________
(1) Cash liquidity is defined as cash and cash equivalents for the purpose of this analysis
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
20
Status of the Capital Markets Cash Liquidity
Banking System (reserve deposits)
US = $26 trillion(1) Canada = $119
trillion(2)
____________________
(1) Federal Reserve Bank of St Louis Federal Reserve Economic Data October 1 2014
(2) Bank of Canada Table 176-0025 - Chartered bank assets and liabilities and monetary aggregates monthly average seasonally adjusted Conversion
rate of 1 CAD = 092925 USD
$0
$500
$1000
$1500
$2000
$2500
$3000
1959 1966 1974 1981 1989 1996 2004 2011
Billio
ns
of
Do
llars
Excess Reserves of Depository InstitutionsOctober 2014
0
10
20
30
40
50
60
70
$0
$200
$400
$600
$800
$1000
$1200
$1400
1974 1979 1984 1989 1994 1999 2004 2009 2014
Billio
ns
of
Can
ad
ian
Do
llars
Chartered Canadian Deposits in Excess of LoansSeptember 2014
Excess Deposits of Deposits in Excess of Current Loans
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
21
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes on Banking System Cash Liquidity
ndash The Canadian banking system does not require official levels of cash reserves as in the
UK and Australia The data we have compiled to approximate US excess reserves is the
amount by which Canadian Chartered Bank Deposits exceed recorded loans
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
22
Status of the Capital Markets Cash Liquidity (contrsquod)
Finance Companies
US = $013 trillion(1)
____________________
(1) Federal Reserve Bank of St Louis Domestic finance companies cash and cash equivalents outstanding quarterly not seasonally adjusted September
22 2014
$100
$105
$110
$115
$120
$125
$130
$135
$140
Q4 2010 Q2 2011 Q4 2011 Q2 2012 Q4 2012 Q2 2013 Q4 2013 Q2 2014
Billio
ns
of
Do
llars
Total Cash OutstandingSecond Quarter 2014
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
23
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes on Finance Companies
ndash Canada does not collect national level data on this sector
ndash The Federal Reserve defines finance companies as firms meeting the following criteria(1)
50 or more of assets are business or consumer loans or leases
The institution does not accept deposits and
The institution is not an industrial loan corporation
____________________
(1) Federal Reserve FR3033s Instructions to Survey of Finance Companies December 31 2013
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
24
Status of the Capital Markets Cash Liquidity (contrsquod)
Non-financial Corporate Balance Sheets
US = $18 trillion(1) Canada = $028
trillion(3)
____________________
(1) Board of Governors of the Federal Reserve System Z1 Financial Accounts of the United States ndash Second Quarter 2014 September 18 2014 p 70
(2) JP Morgan Asset Management
(3) Statistics Canada Table 187-0001 - Quarterly balance sheet and income statement Conversion rate of 1 CAD = 092925 USD
14
16
18
20
22
24
26
28
30
00 01 02 03 04 05 06 07 08 09 10 11 12 13
Corporate Cash as a Percent of Current Assets (2)
SampP 500 Companies at December 2013
$0
$500
$1000
$1500
$2000
$2500
1945 1951 1957 1963 1969 1975 1981 1987 1993 1999 2005 2011
Billio
ns
of
Do
llars
Non-financial Corporate Liquid AssetsSecond Quarter 2014
$0
$50
$100
$150
$200
$250
$300
$350
00 01 02 03 04 05 06 07 08 09 10 11 12 13 14
Billio
ns
of
Can
ad
ian
Do
llars
Cash and Deposits of N on-financial FirmsSecond Quarter 2014
12
14
16
18
20
22
24
26
28
30
00 01 02 03 04 05 06 07 08 09 10 11 12 13 14
Cash and Deposits of Non-financial Firms
as a Percent of Current Assets(3)
Second Quarter 2014
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
25
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes to Non-financial Corporate Balance Sheets
ndash Canada conducts quarterly surveys of all non-financial incorporated entities The total
amount of cash and cash equivalents is projected from these quarterly samples Response
to the survey is compulsory(1)
ndash Canada and the US both use the same GAAP standard(2) to define cash and cash
equivalents with very small differences related to recording of transactions at trade or
settlement date Cash is either currency on hand or demand deposits held at banks Cash
equivalents(3) are any of the following assets asset-backed securities certificates of
deposit time deposits municipal government agency securities commercial paper
credit debit card receivables and money market funds at carrying value that meet the
conditions of having an original maturity of le90 days and are readily convertible to known
amounts of cash
____________________
(1) Statistics Canada Definitions Data Sources and Methods Quarterly Survey of Financial Statements p 2
(2) PwC Similarities and Differences A comparison of Brazilian GAAP IFRS US GAAP and Canadian GAAP for Investment Funds p 8
(3) Federal Accounting Standards Board FAS 95 Statement of Cash Flows paragraphs 7 ndash 10
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
26
US Corporate Cash Offshore
As many media outlets and congressional reports have noted large amounts of
US corporate cash is officially domiciled offshore to defer recognition for tax
purposes
According to Moodyrsquos Investor Service offshore cash constituted 577 of US
corporate cash reserves(1)
Although this cash is officially domiciled offshore in foreign subsidiaries
investigations by Senator Carl Levin have revealed that at least 46 of offshore
reserves are present in the US financial system(2)
As a result we estimate that 311 of US corporate cash reserves are both
offshore and not present in the US financial systemUS Cash on Balance Sheets Less
Actually Offshored Cash
US = $124 trillion
____________________
(1) Richard Waters ldquoCorporate Americarsquos Overseas Cash Pile Rises to $947 Billionrdquo Financial Times March 31 2014
(2) United States Senate Permanent Subcommittee on Investigations Committee on Homeland Security and Governmental Affairs Carl Levin Chairman
Offshore Funds Located Onshore Majority Staff Report Addendum December 14 2011
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
27
Status of the Capital Markets Cash Liquidity (contrsquod)
Venture Capital Private Equity Uninvested Commitments
US = $05 trillion(1)
____________________
(1) Pitchbook Data 2H 2014 US PE amp VC Fundraising amp Capital Overhang Report July 31 2014 p 9 16
$541 $526 $504 $484 $497 $509 $486
$94 $92 $85 $78 $76 $69$58
$0
$100
$200
$300
$400
$500
$600
$700
2007 2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
PE and VC Capital OverhangDecember 2013
Private Equity Venture Capital
$635$562 $578 $544$618 $589 $573
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
28
Status of the Capital Markets Cash Liquidity (contrsquod)
Public and Private Pension Funds
US = $188 trillion(1) Canada = $13
trillion(2)
Average 50 Cash Balance = ~ US $9500 Billion Average 50 Cash Balance = ~ US $650 Billion
____________________
(1) Towers Watson Global Pension Assets Study February 5 2014
(2) Statistics Canada Table 280-0003 - Trusteed pension funds market and book value of assets by foreign and domestic holdings quarterly Conversion
rate of 1 CAD = 092925 USD
$8000
$10000
$12000
$14000
$16000
$18000
$20000
2008 2009 2010 2011 2012 2013E
Bil
lio
ns
of
Do
lla
rs
Pension Fund Assets
0
1
2
3
4
5
6
7
8
$0
$200
$400
$600
$800
$1000
$1200
$1400
$1600
2000 2002 2004 2006 2008 2010 2012 2014
Bil
lio
ns
of
Ca
na
dia
n D
oll
ars
Pension Fund AssetsFirst Quarter 2014
Total Assets Cash PE and VC
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
29
Status of the Capital Markets Cash Liquidity (contrsquod)
Endowments
US and Canada = $045 trillion(1)
Average 40 Cash Balance = ~ $180 billion Currently 30 Cash Balance = ~
$136 billion
____________________
(1) National Association of College and University Business Officers Annual Commonfund Study of Endowment Results In US dollars
0
2
4
6
8
10
12
$0
$50
$100
$150
$200
$250
$300
$350
$400
$450
$500
2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Total Assets of US and Canadian Endowments
with Selected Allocations
Total Endowment Funds Private Equity Cash
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
30
Status of the Capital Markets Cash Liquidity (contrsquod)
Insurance
____________________
(1) Federal Insurance Office US Department of the Treasury Annual Report on the Insurance Industry September 2014
(2) Prequin Ltd Prequin Special Report Insurance Companies Investing in Private Equity 2012
$115
$120
$125
$130
$135
$140
$145
$150
$155
$160
2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Allocation of US Insurance Firms to Private Equity(2)
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
31
Status of the Capital Markets Cash Liquidity (contrsquod)
Business Development Companies (BDC)
ndash Defined in a 1980 amendment to the Investment Company Act of 1940
ndash A BDC may be either private or publicly traded
ndash BDCs are similar to a closed-end mutual fund or REIT with the following investment
restrictions
A BDC must only purchase equity or offer debt to non-public firms with more than $2 million in capital
and surplus but less than $4 million in assets and
A BDC must provide significant managerial assistance to the firms in its debt and equity portfolios
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
32
The Impact of Liquidity in the Current MampA Climate
An increasingly important factor in the MampA market is the presence of pension
insurance endowment and family office funds These investors are typically focused
on much longer term investment than other market participants The public frequently
views these participants as conservative investors benefitting ldquowidows and orphansrdquo
However the long liability horizons and predictable pay out requirements for these
participants enable them to place large portions of their assets in illiquid long-term
investments Although trends indicate that these funds are increasing their level of
direct investment in private firms the vast majority of these participantsrsquo impact on the
MampA market is via PE funds The lower the yields on fixed income the more
desirable PE investments become The willingness of PE firms to launch new funds
often depends on the participation and sponsorship of these institutional investors
A secular trend of low returning fixed income assets and large amounts of
corporate cash currently prevails This environment leads PE operators into being
more inclined to fill launched funds quickly in order to launch subsequent funds while
conditions are still favorable for institutional investments The desire of PE funds to
make hay while the sun shines is augmented by corporate cash flowing into strategic
acquisitions which places even more upward pressure on MampA pricing All of these
factors point to a prime sellersrsquo market in MampA
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
33
Status of the Capital Markets Cash Liquidity (contrsquod)
Summary of the Storehouses of Capital
Banking System (reserve deposits) $26 trillion $119 trillion
Finance Companies $013 trillion
Non-financial Corporate Balance Sheets $124 trillion $028 trillion
with Offshoring Adjustment
Venture Capital Private Equity Uninvested Commitments$05 trillion
Public and Private Pension Funds $095 trillion $006 trillion
$542 trillion + $153 trillion
Endowments (US amp Canada) + $001 trillion
CanadaUS
Total Cash Liquidity Pool (October 2014) $696 trillion
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
20
Status of the Capital Markets Cash Liquidity
Banking System (reserve deposits)
US = $26 trillion(1) Canada = $119
trillion(2)
____________________
(1) Federal Reserve Bank of St Louis Federal Reserve Economic Data October 1 2014
(2) Bank of Canada Table 176-0025 - Chartered bank assets and liabilities and monetary aggregates monthly average seasonally adjusted Conversion
rate of 1 CAD = 092925 USD
$0
$500
$1000
$1500
$2000
$2500
$3000
1959 1966 1974 1981 1989 1996 2004 2011
Billio
ns
of
Do
llars
Excess Reserves of Depository InstitutionsOctober 2014
0
10
20
30
40
50
60
70
$0
$200
$400
$600
$800
$1000
$1200
$1400
1974 1979 1984 1989 1994 1999 2004 2009 2014
Billio
ns
of
Can
ad
ian
Do
llars
Chartered Canadian Deposits in Excess of LoansSeptember 2014
Excess Deposits of Deposits in Excess of Current Loans
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
21
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes on Banking System Cash Liquidity
ndash The Canadian banking system does not require official levels of cash reserves as in the
UK and Australia The data we have compiled to approximate US excess reserves is the
amount by which Canadian Chartered Bank Deposits exceed recorded loans
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
22
Status of the Capital Markets Cash Liquidity (contrsquod)
Finance Companies
US = $013 trillion(1)
____________________
(1) Federal Reserve Bank of St Louis Domestic finance companies cash and cash equivalents outstanding quarterly not seasonally adjusted September
22 2014
$100
$105
$110
$115
$120
$125
$130
$135
$140
Q4 2010 Q2 2011 Q4 2011 Q2 2012 Q4 2012 Q2 2013 Q4 2013 Q2 2014
Billio
ns
of
Do
llars
Total Cash OutstandingSecond Quarter 2014
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
23
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes on Finance Companies
ndash Canada does not collect national level data on this sector
ndash The Federal Reserve defines finance companies as firms meeting the following criteria(1)
50 or more of assets are business or consumer loans or leases
The institution does not accept deposits and
The institution is not an industrial loan corporation
____________________
(1) Federal Reserve FR3033s Instructions to Survey of Finance Companies December 31 2013
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
24
Status of the Capital Markets Cash Liquidity (contrsquod)
Non-financial Corporate Balance Sheets
US = $18 trillion(1) Canada = $028
trillion(3)
____________________
(1) Board of Governors of the Federal Reserve System Z1 Financial Accounts of the United States ndash Second Quarter 2014 September 18 2014 p 70
(2) JP Morgan Asset Management
(3) Statistics Canada Table 187-0001 - Quarterly balance sheet and income statement Conversion rate of 1 CAD = 092925 USD
14
16
18
20
22
24
26
28
30
00 01 02 03 04 05 06 07 08 09 10 11 12 13
Corporate Cash as a Percent of Current Assets (2)
SampP 500 Companies at December 2013
$0
$500
$1000
$1500
$2000
$2500
1945 1951 1957 1963 1969 1975 1981 1987 1993 1999 2005 2011
Billio
ns
of
Do
llars
Non-financial Corporate Liquid AssetsSecond Quarter 2014
$0
$50
$100
$150
$200
$250
$300
$350
00 01 02 03 04 05 06 07 08 09 10 11 12 13 14
Billio
ns
of
Can
ad
ian
Do
llars
Cash and Deposits of N on-financial FirmsSecond Quarter 2014
12
14
16
18
20
22
24
26
28
30
00 01 02 03 04 05 06 07 08 09 10 11 12 13 14
Cash and Deposits of Non-financial Firms
as a Percent of Current Assets(3)
Second Quarter 2014
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
25
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes to Non-financial Corporate Balance Sheets
ndash Canada conducts quarterly surveys of all non-financial incorporated entities The total
amount of cash and cash equivalents is projected from these quarterly samples Response
to the survey is compulsory(1)
ndash Canada and the US both use the same GAAP standard(2) to define cash and cash
equivalents with very small differences related to recording of transactions at trade or
settlement date Cash is either currency on hand or demand deposits held at banks Cash
equivalents(3) are any of the following assets asset-backed securities certificates of
deposit time deposits municipal government agency securities commercial paper
credit debit card receivables and money market funds at carrying value that meet the
conditions of having an original maturity of le90 days and are readily convertible to known
amounts of cash
____________________
(1) Statistics Canada Definitions Data Sources and Methods Quarterly Survey of Financial Statements p 2
(2) PwC Similarities and Differences A comparison of Brazilian GAAP IFRS US GAAP and Canadian GAAP for Investment Funds p 8
(3) Federal Accounting Standards Board FAS 95 Statement of Cash Flows paragraphs 7 ndash 10
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
26
US Corporate Cash Offshore
As many media outlets and congressional reports have noted large amounts of
US corporate cash is officially domiciled offshore to defer recognition for tax
purposes
According to Moodyrsquos Investor Service offshore cash constituted 577 of US
corporate cash reserves(1)
Although this cash is officially domiciled offshore in foreign subsidiaries
investigations by Senator Carl Levin have revealed that at least 46 of offshore
reserves are present in the US financial system(2)
As a result we estimate that 311 of US corporate cash reserves are both
offshore and not present in the US financial systemUS Cash on Balance Sheets Less
Actually Offshored Cash
US = $124 trillion
____________________
(1) Richard Waters ldquoCorporate Americarsquos Overseas Cash Pile Rises to $947 Billionrdquo Financial Times March 31 2014
(2) United States Senate Permanent Subcommittee on Investigations Committee on Homeland Security and Governmental Affairs Carl Levin Chairman
Offshore Funds Located Onshore Majority Staff Report Addendum December 14 2011
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
27
Status of the Capital Markets Cash Liquidity (contrsquod)
Venture Capital Private Equity Uninvested Commitments
US = $05 trillion(1)
____________________
(1) Pitchbook Data 2H 2014 US PE amp VC Fundraising amp Capital Overhang Report July 31 2014 p 9 16
$541 $526 $504 $484 $497 $509 $486
$94 $92 $85 $78 $76 $69$58
$0
$100
$200
$300
$400
$500
$600
$700
2007 2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
PE and VC Capital OverhangDecember 2013
Private Equity Venture Capital
$635$562 $578 $544$618 $589 $573
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
28
Status of the Capital Markets Cash Liquidity (contrsquod)
Public and Private Pension Funds
US = $188 trillion(1) Canada = $13
trillion(2)
Average 50 Cash Balance = ~ US $9500 Billion Average 50 Cash Balance = ~ US $650 Billion
____________________
(1) Towers Watson Global Pension Assets Study February 5 2014
(2) Statistics Canada Table 280-0003 - Trusteed pension funds market and book value of assets by foreign and domestic holdings quarterly Conversion
rate of 1 CAD = 092925 USD
$8000
$10000
$12000
$14000
$16000
$18000
$20000
2008 2009 2010 2011 2012 2013E
Bil
lio
ns
of
Do
lla
rs
Pension Fund Assets
0
1
2
3
4
5
6
7
8
$0
$200
$400
$600
$800
$1000
$1200
$1400
$1600
2000 2002 2004 2006 2008 2010 2012 2014
Bil
lio
ns
of
Ca
na
dia
n D
oll
ars
Pension Fund AssetsFirst Quarter 2014
Total Assets Cash PE and VC
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
29
Status of the Capital Markets Cash Liquidity (contrsquod)
Endowments
US and Canada = $045 trillion(1)
Average 40 Cash Balance = ~ $180 billion Currently 30 Cash Balance = ~
$136 billion
____________________
(1) National Association of College and University Business Officers Annual Commonfund Study of Endowment Results In US dollars
0
2
4
6
8
10
12
$0
$50
$100
$150
$200
$250
$300
$350
$400
$450
$500
2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Total Assets of US and Canadian Endowments
with Selected Allocations
Total Endowment Funds Private Equity Cash
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
30
Status of the Capital Markets Cash Liquidity (contrsquod)
Insurance
____________________
(1) Federal Insurance Office US Department of the Treasury Annual Report on the Insurance Industry September 2014
(2) Prequin Ltd Prequin Special Report Insurance Companies Investing in Private Equity 2012
$115
$120
$125
$130
$135
$140
$145
$150
$155
$160
2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Allocation of US Insurance Firms to Private Equity(2)
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
31
Status of the Capital Markets Cash Liquidity (contrsquod)
Business Development Companies (BDC)
ndash Defined in a 1980 amendment to the Investment Company Act of 1940
ndash A BDC may be either private or publicly traded
ndash BDCs are similar to a closed-end mutual fund or REIT with the following investment
restrictions
A BDC must only purchase equity or offer debt to non-public firms with more than $2 million in capital
and surplus but less than $4 million in assets and
A BDC must provide significant managerial assistance to the firms in its debt and equity portfolios
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
32
The Impact of Liquidity in the Current MampA Climate
An increasingly important factor in the MampA market is the presence of pension
insurance endowment and family office funds These investors are typically focused
on much longer term investment than other market participants The public frequently
views these participants as conservative investors benefitting ldquowidows and orphansrdquo
However the long liability horizons and predictable pay out requirements for these
participants enable them to place large portions of their assets in illiquid long-term
investments Although trends indicate that these funds are increasing their level of
direct investment in private firms the vast majority of these participantsrsquo impact on the
MampA market is via PE funds The lower the yields on fixed income the more
desirable PE investments become The willingness of PE firms to launch new funds
often depends on the participation and sponsorship of these institutional investors
A secular trend of low returning fixed income assets and large amounts of
corporate cash currently prevails This environment leads PE operators into being
more inclined to fill launched funds quickly in order to launch subsequent funds while
conditions are still favorable for institutional investments The desire of PE funds to
make hay while the sun shines is augmented by corporate cash flowing into strategic
acquisitions which places even more upward pressure on MampA pricing All of these
factors point to a prime sellersrsquo market in MampA
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
33
Status of the Capital Markets Cash Liquidity (contrsquod)
Summary of the Storehouses of Capital
Banking System (reserve deposits) $26 trillion $119 trillion
Finance Companies $013 trillion
Non-financial Corporate Balance Sheets $124 trillion $028 trillion
with Offshoring Adjustment
Venture Capital Private Equity Uninvested Commitments$05 trillion
Public and Private Pension Funds $095 trillion $006 trillion
$542 trillion + $153 trillion
Endowments (US amp Canada) + $001 trillion
CanadaUS
Total Cash Liquidity Pool (October 2014) $696 trillion
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
21
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes on Banking System Cash Liquidity
ndash The Canadian banking system does not require official levels of cash reserves as in the
UK and Australia The data we have compiled to approximate US excess reserves is the
amount by which Canadian Chartered Bank Deposits exceed recorded loans
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
22
Status of the Capital Markets Cash Liquidity (contrsquod)
Finance Companies
US = $013 trillion(1)
____________________
(1) Federal Reserve Bank of St Louis Domestic finance companies cash and cash equivalents outstanding quarterly not seasonally adjusted September
22 2014
$100
$105
$110
$115
$120
$125
$130
$135
$140
Q4 2010 Q2 2011 Q4 2011 Q2 2012 Q4 2012 Q2 2013 Q4 2013 Q2 2014
Billio
ns
of
Do
llars
Total Cash OutstandingSecond Quarter 2014
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
23
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes on Finance Companies
ndash Canada does not collect national level data on this sector
ndash The Federal Reserve defines finance companies as firms meeting the following criteria(1)
50 or more of assets are business or consumer loans or leases
The institution does not accept deposits and
The institution is not an industrial loan corporation
____________________
(1) Federal Reserve FR3033s Instructions to Survey of Finance Companies December 31 2013
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
24
Status of the Capital Markets Cash Liquidity (contrsquod)
Non-financial Corporate Balance Sheets
US = $18 trillion(1) Canada = $028
trillion(3)
____________________
(1) Board of Governors of the Federal Reserve System Z1 Financial Accounts of the United States ndash Second Quarter 2014 September 18 2014 p 70
(2) JP Morgan Asset Management
(3) Statistics Canada Table 187-0001 - Quarterly balance sheet and income statement Conversion rate of 1 CAD = 092925 USD
14
16
18
20
22
24
26
28
30
00 01 02 03 04 05 06 07 08 09 10 11 12 13
Corporate Cash as a Percent of Current Assets (2)
SampP 500 Companies at December 2013
$0
$500
$1000
$1500
$2000
$2500
1945 1951 1957 1963 1969 1975 1981 1987 1993 1999 2005 2011
Billio
ns
of
Do
llars
Non-financial Corporate Liquid AssetsSecond Quarter 2014
$0
$50
$100
$150
$200
$250
$300
$350
00 01 02 03 04 05 06 07 08 09 10 11 12 13 14
Billio
ns
of
Can
ad
ian
Do
llars
Cash and Deposits of N on-financial FirmsSecond Quarter 2014
12
14
16
18
20
22
24
26
28
30
00 01 02 03 04 05 06 07 08 09 10 11 12 13 14
Cash and Deposits of Non-financial Firms
as a Percent of Current Assets(3)
Second Quarter 2014
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
25
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes to Non-financial Corporate Balance Sheets
ndash Canada conducts quarterly surveys of all non-financial incorporated entities The total
amount of cash and cash equivalents is projected from these quarterly samples Response
to the survey is compulsory(1)
ndash Canada and the US both use the same GAAP standard(2) to define cash and cash
equivalents with very small differences related to recording of transactions at trade or
settlement date Cash is either currency on hand or demand deposits held at banks Cash
equivalents(3) are any of the following assets asset-backed securities certificates of
deposit time deposits municipal government agency securities commercial paper
credit debit card receivables and money market funds at carrying value that meet the
conditions of having an original maturity of le90 days and are readily convertible to known
amounts of cash
____________________
(1) Statistics Canada Definitions Data Sources and Methods Quarterly Survey of Financial Statements p 2
(2) PwC Similarities and Differences A comparison of Brazilian GAAP IFRS US GAAP and Canadian GAAP for Investment Funds p 8
(3) Federal Accounting Standards Board FAS 95 Statement of Cash Flows paragraphs 7 ndash 10
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
26
US Corporate Cash Offshore
As many media outlets and congressional reports have noted large amounts of
US corporate cash is officially domiciled offshore to defer recognition for tax
purposes
According to Moodyrsquos Investor Service offshore cash constituted 577 of US
corporate cash reserves(1)
Although this cash is officially domiciled offshore in foreign subsidiaries
investigations by Senator Carl Levin have revealed that at least 46 of offshore
reserves are present in the US financial system(2)
As a result we estimate that 311 of US corporate cash reserves are both
offshore and not present in the US financial systemUS Cash on Balance Sheets Less
Actually Offshored Cash
US = $124 trillion
____________________
(1) Richard Waters ldquoCorporate Americarsquos Overseas Cash Pile Rises to $947 Billionrdquo Financial Times March 31 2014
(2) United States Senate Permanent Subcommittee on Investigations Committee on Homeland Security and Governmental Affairs Carl Levin Chairman
Offshore Funds Located Onshore Majority Staff Report Addendum December 14 2011
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
27
Status of the Capital Markets Cash Liquidity (contrsquod)
Venture Capital Private Equity Uninvested Commitments
US = $05 trillion(1)
____________________
(1) Pitchbook Data 2H 2014 US PE amp VC Fundraising amp Capital Overhang Report July 31 2014 p 9 16
$541 $526 $504 $484 $497 $509 $486
$94 $92 $85 $78 $76 $69$58
$0
$100
$200
$300
$400
$500
$600
$700
2007 2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
PE and VC Capital OverhangDecember 2013
Private Equity Venture Capital
$635$562 $578 $544$618 $589 $573
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
28
Status of the Capital Markets Cash Liquidity (contrsquod)
Public and Private Pension Funds
US = $188 trillion(1) Canada = $13
trillion(2)
Average 50 Cash Balance = ~ US $9500 Billion Average 50 Cash Balance = ~ US $650 Billion
____________________
(1) Towers Watson Global Pension Assets Study February 5 2014
(2) Statistics Canada Table 280-0003 - Trusteed pension funds market and book value of assets by foreign and domestic holdings quarterly Conversion
rate of 1 CAD = 092925 USD
$8000
$10000
$12000
$14000
$16000
$18000
$20000
2008 2009 2010 2011 2012 2013E
Bil
lio
ns
of
Do
lla
rs
Pension Fund Assets
0
1
2
3
4
5
6
7
8
$0
$200
$400
$600
$800
$1000
$1200
$1400
$1600
2000 2002 2004 2006 2008 2010 2012 2014
Bil
lio
ns
of
Ca
na
dia
n D
oll
ars
Pension Fund AssetsFirst Quarter 2014
Total Assets Cash PE and VC
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
29
Status of the Capital Markets Cash Liquidity (contrsquod)
Endowments
US and Canada = $045 trillion(1)
Average 40 Cash Balance = ~ $180 billion Currently 30 Cash Balance = ~
$136 billion
____________________
(1) National Association of College and University Business Officers Annual Commonfund Study of Endowment Results In US dollars
0
2
4
6
8
10
12
$0
$50
$100
$150
$200
$250
$300
$350
$400
$450
$500
2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Total Assets of US and Canadian Endowments
with Selected Allocations
Total Endowment Funds Private Equity Cash
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
30
Status of the Capital Markets Cash Liquidity (contrsquod)
Insurance
____________________
(1) Federal Insurance Office US Department of the Treasury Annual Report on the Insurance Industry September 2014
(2) Prequin Ltd Prequin Special Report Insurance Companies Investing in Private Equity 2012
$115
$120
$125
$130
$135
$140
$145
$150
$155
$160
2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Allocation of US Insurance Firms to Private Equity(2)
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
31
Status of the Capital Markets Cash Liquidity (contrsquod)
Business Development Companies (BDC)
ndash Defined in a 1980 amendment to the Investment Company Act of 1940
ndash A BDC may be either private or publicly traded
ndash BDCs are similar to a closed-end mutual fund or REIT with the following investment
restrictions
A BDC must only purchase equity or offer debt to non-public firms with more than $2 million in capital
and surplus but less than $4 million in assets and
A BDC must provide significant managerial assistance to the firms in its debt and equity portfolios
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
32
The Impact of Liquidity in the Current MampA Climate
An increasingly important factor in the MampA market is the presence of pension
insurance endowment and family office funds These investors are typically focused
on much longer term investment than other market participants The public frequently
views these participants as conservative investors benefitting ldquowidows and orphansrdquo
However the long liability horizons and predictable pay out requirements for these
participants enable them to place large portions of their assets in illiquid long-term
investments Although trends indicate that these funds are increasing their level of
direct investment in private firms the vast majority of these participantsrsquo impact on the
MampA market is via PE funds The lower the yields on fixed income the more
desirable PE investments become The willingness of PE firms to launch new funds
often depends on the participation and sponsorship of these institutional investors
A secular trend of low returning fixed income assets and large amounts of
corporate cash currently prevails This environment leads PE operators into being
more inclined to fill launched funds quickly in order to launch subsequent funds while
conditions are still favorable for institutional investments The desire of PE funds to
make hay while the sun shines is augmented by corporate cash flowing into strategic
acquisitions which places even more upward pressure on MampA pricing All of these
factors point to a prime sellersrsquo market in MampA
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
33
Status of the Capital Markets Cash Liquidity (contrsquod)
Summary of the Storehouses of Capital
Banking System (reserve deposits) $26 trillion $119 trillion
Finance Companies $013 trillion
Non-financial Corporate Balance Sheets $124 trillion $028 trillion
with Offshoring Adjustment
Venture Capital Private Equity Uninvested Commitments$05 trillion
Public and Private Pension Funds $095 trillion $006 trillion
$542 trillion + $153 trillion
Endowments (US amp Canada) + $001 trillion
CanadaUS
Total Cash Liquidity Pool (October 2014) $696 trillion
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
22
Status of the Capital Markets Cash Liquidity (contrsquod)
Finance Companies
US = $013 trillion(1)
____________________
(1) Federal Reserve Bank of St Louis Domestic finance companies cash and cash equivalents outstanding quarterly not seasonally adjusted September
22 2014
$100
$105
$110
$115
$120
$125
$130
$135
$140
Q4 2010 Q2 2011 Q4 2011 Q2 2012 Q4 2012 Q2 2013 Q4 2013 Q2 2014
Billio
ns
of
Do
llars
Total Cash OutstandingSecond Quarter 2014
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
23
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes on Finance Companies
ndash Canada does not collect national level data on this sector
ndash The Federal Reserve defines finance companies as firms meeting the following criteria(1)
50 or more of assets are business or consumer loans or leases
The institution does not accept deposits and
The institution is not an industrial loan corporation
____________________
(1) Federal Reserve FR3033s Instructions to Survey of Finance Companies December 31 2013
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
24
Status of the Capital Markets Cash Liquidity (contrsquod)
Non-financial Corporate Balance Sheets
US = $18 trillion(1) Canada = $028
trillion(3)
____________________
(1) Board of Governors of the Federal Reserve System Z1 Financial Accounts of the United States ndash Second Quarter 2014 September 18 2014 p 70
(2) JP Morgan Asset Management
(3) Statistics Canada Table 187-0001 - Quarterly balance sheet and income statement Conversion rate of 1 CAD = 092925 USD
14
16
18
20
22
24
26
28
30
00 01 02 03 04 05 06 07 08 09 10 11 12 13
Corporate Cash as a Percent of Current Assets (2)
SampP 500 Companies at December 2013
$0
$500
$1000
$1500
$2000
$2500
1945 1951 1957 1963 1969 1975 1981 1987 1993 1999 2005 2011
Billio
ns
of
Do
llars
Non-financial Corporate Liquid AssetsSecond Quarter 2014
$0
$50
$100
$150
$200
$250
$300
$350
00 01 02 03 04 05 06 07 08 09 10 11 12 13 14
Billio
ns
of
Can
ad
ian
Do
llars
Cash and Deposits of N on-financial FirmsSecond Quarter 2014
12
14
16
18
20
22
24
26
28
30
00 01 02 03 04 05 06 07 08 09 10 11 12 13 14
Cash and Deposits of Non-financial Firms
as a Percent of Current Assets(3)
Second Quarter 2014
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
25
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes to Non-financial Corporate Balance Sheets
ndash Canada conducts quarterly surveys of all non-financial incorporated entities The total
amount of cash and cash equivalents is projected from these quarterly samples Response
to the survey is compulsory(1)
ndash Canada and the US both use the same GAAP standard(2) to define cash and cash
equivalents with very small differences related to recording of transactions at trade or
settlement date Cash is either currency on hand or demand deposits held at banks Cash
equivalents(3) are any of the following assets asset-backed securities certificates of
deposit time deposits municipal government agency securities commercial paper
credit debit card receivables and money market funds at carrying value that meet the
conditions of having an original maturity of le90 days and are readily convertible to known
amounts of cash
____________________
(1) Statistics Canada Definitions Data Sources and Methods Quarterly Survey of Financial Statements p 2
(2) PwC Similarities and Differences A comparison of Brazilian GAAP IFRS US GAAP and Canadian GAAP for Investment Funds p 8
(3) Federal Accounting Standards Board FAS 95 Statement of Cash Flows paragraphs 7 ndash 10
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
26
US Corporate Cash Offshore
As many media outlets and congressional reports have noted large amounts of
US corporate cash is officially domiciled offshore to defer recognition for tax
purposes
According to Moodyrsquos Investor Service offshore cash constituted 577 of US
corporate cash reserves(1)
Although this cash is officially domiciled offshore in foreign subsidiaries
investigations by Senator Carl Levin have revealed that at least 46 of offshore
reserves are present in the US financial system(2)
As a result we estimate that 311 of US corporate cash reserves are both
offshore and not present in the US financial systemUS Cash on Balance Sheets Less
Actually Offshored Cash
US = $124 trillion
____________________
(1) Richard Waters ldquoCorporate Americarsquos Overseas Cash Pile Rises to $947 Billionrdquo Financial Times March 31 2014
(2) United States Senate Permanent Subcommittee on Investigations Committee on Homeland Security and Governmental Affairs Carl Levin Chairman
Offshore Funds Located Onshore Majority Staff Report Addendum December 14 2011
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
27
Status of the Capital Markets Cash Liquidity (contrsquod)
Venture Capital Private Equity Uninvested Commitments
US = $05 trillion(1)
____________________
(1) Pitchbook Data 2H 2014 US PE amp VC Fundraising amp Capital Overhang Report July 31 2014 p 9 16
$541 $526 $504 $484 $497 $509 $486
$94 $92 $85 $78 $76 $69$58
$0
$100
$200
$300
$400
$500
$600
$700
2007 2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
PE and VC Capital OverhangDecember 2013
Private Equity Venture Capital
$635$562 $578 $544$618 $589 $573
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
28
Status of the Capital Markets Cash Liquidity (contrsquod)
Public and Private Pension Funds
US = $188 trillion(1) Canada = $13
trillion(2)
Average 50 Cash Balance = ~ US $9500 Billion Average 50 Cash Balance = ~ US $650 Billion
____________________
(1) Towers Watson Global Pension Assets Study February 5 2014
(2) Statistics Canada Table 280-0003 - Trusteed pension funds market and book value of assets by foreign and domestic holdings quarterly Conversion
rate of 1 CAD = 092925 USD
$8000
$10000
$12000
$14000
$16000
$18000
$20000
2008 2009 2010 2011 2012 2013E
Bil
lio
ns
of
Do
lla
rs
Pension Fund Assets
0
1
2
3
4
5
6
7
8
$0
$200
$400
$600
$800
$1000
$1200
$1400
$1600
2000 2002 2004 2006 2008 2010 2012 2014
Bil
lio
ns
of
Ca
na
dia
n D
oll
ars
Pension Fund AssetsFirst Quarter 2014
Total Assets Cash PE and VC
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
29
Status of the Capital Markets Cash Liquidity (contrsquod)
Endowments
US and Canada = $045 trillion(1)
Average 40 Cash Balance = ~ $180 billion Currently 30 Cash Balance = ~
$136 billion
____________________
(1) National Association of College and University Business Officers Annual Commonfund Study of Endowment Results In US dollars
0
2
4
6
8
10
12
$0
$50
$100
$150
$200
$250
$300
$350
$400
$450
$500
2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Total Assets of US and Canadian Endowments
with Selected Allocations
Total Endowment Funds Private Equity Cash
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
30
Status of the Capital Markets Cash Liquidity (contrsquod)
Insurance
____________________
(1) Federal Insurance Office US Department of the Treasury Annual Report on the Insurance Industry September 2014
(2) Prequin Ltd Prequin Special Report Insurance Companies Investing in Private Equity 2012
$115
$120
$125
$130
$135
$140
$145
$150
$155
$160
2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Allocation of US Insurance Firms to Private Equity(2)
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
31
Status of the Capital Markets Cash Liquidity (contrsquod)
Business Development Companies (BDC)
ndash Defined in a 1980 amendment to the Investment Company Act of 1940
ndash A BDC may be either private or publicly traded
ndash BDCs are similar to a closed-end mutual fund or REIT with the following investment
restrictions
A BDC must only purchase equity or offer debt to non-public firms with more than $2 million in capital
and surplus but less than $4 million in assets and
A BDC must provide significant managerial assistance to the firms in its debt and equity portfolios
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
32
The Impact of Liquidity in the Current MampA Climate
An increasingly important factor in the MampA market is the presence of pension
insurance endowment and family office funds These investors are typically focused
on much longer term investment than other market participants The public frequently
views these participants as conservative investors benefitting ldquowidows and orphansrdquo
However the long liability horizons and predictable pay out requirements for these
participants enable them to place large portions of their assets in illiquid long-term
investments Although trends indicate that these funds are increasing their level of
direct investment in private firms the vast majority of these participantsrsquo impact on the
MampA market is via PE funds The lower the yields on fixed income the more
desirable PE investments become The willingness of PE firms to launch new funds
often depends on the participation and sponsorship of these institutional investors
A secular trend of low returning fixed income assets and large amounts of
corporate cash currently prevails This environment leads PE operators into being
more inclined to fill launched funds quickly in order to launch subsequent funds while
conditions are still favorable for institutional investments The desire of PE funds to
make hay while the sun shines is augmented by corporate cash flowing into strategic
acquisitions which places even more upward pressure on MampA pricing All of these
factors point to a prime sellersrsquo market in MampA
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
33
Status of the Capital Markets Cash Liquidity (contrsquod)
Summary of the Storehouses of Capital
Banking System (reserve deposits) $26 trillion $119 trillion
Finance Companies $013 trillion
Non-financial Corporate Balance Sheets $124 trillion $028 trillion
with Offshoring Adjustment
Venture Capital Private Equity Uninvested Commitments$05 trillion
Public and Private Pension Funds $095 trillion $006 trillion
$542 trillion + $153 trillion
Endowments (US amp Canada) + $001 trillion
CanadaUS
Total Cash Liquidity Pool (October 2014) $696 trillion
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
23
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes on Finance Companies
ndash Canada does not collect national level data on this sector
ndash The Federal Reserve defines finance companies as firms meeting the following criteria(1)
50 or more of assets are business or consumer loans or leases
The institution does not accept deposits and
The institution is not an industrial loan corporation
____________________
(1) Federal Reserve FR3033s Instructions to Survey of Finance Companies December 31 2013
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
24
Status of the Capital Markets Cash Liquidity (contrsquod)
Non-financial Corporate Balance Sheets
US = $18 trillion(1) Canada = $028
trillion(3)
____________________
(1) Board of Governors of the Federal Reserve System Z1 Financial Accounts of the United States ndash Second Quarter 2014 September 18 2014 p 70
(2) JP Morgan Asset Management
(3) Statistics Canada Table 187-0001 - Quarterly balance sheet and income statement Conversion rate of 1 CAD = 092925 USD
14
16
18
20
22
24
26
28
30
00 01 02 03 04 05 06 07 08 09 10 11 12 13
Corporate Cash as a Percent of Current Assets (2)
SampP 500 Companies at December 2013
$0
$500
$1000
$1500
$2000
$2500
1945 1951 1957 1963 1969 1975 1981 1987 1993 1999 2005 2011
Billio
ns
of
Do
llars
Non-financial Corporate Liquid AssetsSecond Quarter 2014
$0
$50
$100
$150
$200
$250
$300
$350
00 01 02 03 04 05 06 07 08 09 10 11 12 13 14
Billio
ns
of
Can
ad
ian
Do
llars
Cash and Deposits of N on-financial FirmsSecond Quarter 2014
12
14
16
18
20
22
24
26
28
30
00 01 02 03 04 05 06 07 08 09 10 11 12 13 14
Cash and Deposits of Non-financial Firms
as a Percent of Current Assets(3)
Second Quarter 2014
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
25
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes to Non-financial Corporate Balance Sheets
ndash Canada conducts quarterly surveys of all non-financial incorporated entities The total
amount of cash and cash equivalents is projected from these quarterly samples Response
to the survey is compulsory(1)
ndash Canada and the US both use the same GAAP standard(2) to define cash and cash
equivalents with very small differences related to recording of transactions at trade or
settlement date Cash is either currency on hand or demand deposits held at banks Cash
equivalents(3) are any of the following assets asset-backed securities certificates of
deposit time deposits municipal government agency securities commercial paper
credit debit card receivables and money market funds at carrying value that meet the
conditions of having an original maturity of le90 days and are readily convertible to known
amounts of cash
____________________
(1) Statistics Canada Definitions Data Sources and Methods Quarterly Survey of Financial Statements p 2
(2) PwC Similarities and Differences A comparison of Brazilian GAAP IFRS US GAAP and Canadian GAAP for Investment Funds p 8
(3) Federal Accounting Standards Board FAS 95 Statement of Cash Flows paragraphs 7 ndash 10
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
26
US Corporate Cash Offshore
As many media outlets and congressional reports have noted large amounts of
US corporate cash is officially domiciled offshore to defer recognition for tax
purposes
According to Moodyrsquos Investor Service offshore cash constituted 577 of US
corporate cash reserves(1)
Although this cash is officially domiciled offshore in foreign subsidiaries
investigations by Senator Carl Levin have revealed that at least 46 of offshore
reserves are present in the US financial system(2)
As a result we estimate that 311 of US corporate cash reserves are both
offshore and not present in the US financial systemUS Cash on Balance Sheets Less
Actually Offshored Cash
US = $124 trillion
____________________
(1) Richard Waters ldquoCorporate Americarsquos Overseas Cash Pile Rises to $947 Billionrdquo Financial Times March 31 2014
(2) United States Senate Permanent Subcommittee on Investigations Committee on Homeland Security and Governmental Affairs Carl Levin Chairman
Offshore Funds Located Onshore Majority Staff Report Addendum December 14 2011
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
27
Status of the Capital Markets Cash Liquidity (contrsquod)
Venture Capital Private Equity Uninvested Commitments
US = $05 trillion(1)
____________________
(1) Pitchbook Data 2H 2014 US PE amp VC Fundraising amp Capital Overhang Report July 31 2014 p 9 16
$541 $526 $504 $484 $497 $509 $486
$94 $92 $85 $78 $76 $69$58
$0
$100
$200
$300
$400
$500
$600
$700
2007 2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
PE and VC Capital OverhangDecember 2013
Private Equity Venture Capital
$635$562 $578 $544$618 $589 $573
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
28
Status of the Capital Markets Cash Liquidity (contrsquod)
Public and Private Pension Funds
US = $188 trillion(1) Canada = $13
trillion(2)
Average 50 Cash Balance = ~ US $9500 Billion Average 50 Cash Balance = ~ US $650 Billion
____________________
(1) Towers Watson Global Pension Assets Study February 5 2014
(2) Statistics Canada Table 280-0003 - Trusteed pension funds market and book value of assets by foreign and domestic holdings quarterly Conversion
rate of 1 CAD = 092925 USD
$8000
$10000
$12000
$14000
$16000
$18000
$20000
2008 2009 2010 2011 2012 2013E
Bil
lio
ns
of
Do
lla
rs
Pension Fund Assets
0
1
2
3
4
5
6
7
8
$0
$200
$400
$600
$800
$1000
$1200
$1400
$1600
2000 2002 2004 2006 2008 2010 2012 2014
Bil
lio
ns
of
Ca
na
dia
n D
oll
ars
Pension Fund AssetsFirst Quarter 2014
Total Assets Cash PE and VC
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
29
Status of the Capital Markets Cash Liquidity (contrsquod)
Endowments
US and Canada = $045 trillion(1)
Average 40 Cash Balance = ~ $180 billion Currently 30 Cash Balance = ~
$136 billion
____________________
(1) National Association of College and University Business Officers Annual Commonfund Study of Endowment Results In US dollars
0
2
4
6
8
10
12
$0
$50
$100
$150
$200
$250
$300
$350
$400
$450
$500
2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Total Assets of US and Canadian Endowments
with Selected Allocations
Total Endowment Funds Private Equity Cash
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
30
Status of the Capital Markets Cash Liquidity (contrsquod)
Insurance
____________________
(1) Federal Insurance Office US Department of the Treasury Annual Report on the Insurance Industry September 2014
(2) Prequin Ltd Prequin Special Report Insurance Companies Investing in Private Equity 2012
$115
$120
$125
$130
$135
$140
$145
$150
$155
$160
2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Allocation of US Insurance Firms to Private Equity(2)
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
31
Status of the Capital Markets Cash Liquidity (contrsquod)
Business Development Companies (BDC)
ndash Defined in a 1980 amendment to the Investment Company Act of 1940
ndash A BDC may be either private or publicly traded
ndash BDCs are similar to a closed-end mutual fund or REIT with the following investment
restrictions
A BDC must only purchase equity or offer debt to non-public firms with more than $2 million in capital
and surplus but less than $4 million in assets and
A BDC must provide significant managerial assistance to the firms in its debt and equity portfolios
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
32
The Impact of Liquidity in the Current MampA Climate
An increasingly important factor in the MampA market is the presence of pension
insurance endowment and family office funds These investors are typically focused
on much longer term investment than other market participants The public frequently
views these participants as conservative investors benefitting ldquowidows and orphansrdquo
However the long liability horizons and predictable pay out requirements for these
participants enable them to place large portions of their assets in illiquid long-term
investments Although trends indicate that these funds are increasing their level of
direct investment in private firms the vast majority of these participantsrsquo impact on the
MampA market is via PE funds The lower the yields on fixed income the more
desirable PE investments become The willingness of PE firms to launch new funds
often depends on the participation and sponsorship of these institutional investors
A secular trend of low returning fixed income assets and large amounts of
corporate cash currently prevails This environment leads PE operators into being
more inclined to fill launched funds quickly in order to launch subsequent funds while
conditions are still favorable for institutional investments The desire of PE funds to
make hay while the sun shines is augmented by corporate cash flowing into strategic
acquisitions which places even more upward pressure on MampA pricing All of these
factors point to a prime sellersrsquo market in MampA
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
33
Status of the Capital Markets Cash Liquidity (contrsquod)
Summary of the Storehouses of Capital
Banking System (reserve deposits) $26 trillion $119 trillion
Finance Companies $013 trillion
Non-financial Corporate Balance Sheets $124 trillion $028 trillion
with Offshoring Adjustment
Venture Capital Private Equity Uninvested Commitments$05 trillion
Public and Private Pension Funds $095 trillion $006 trillion
$542 trillion + $153 trillion
Endowments (US amp Canada) + $001 trillion
CanadaUS
Total Cash Liquidity Pool (October 2014) $696 trillion
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
24
Status of the Capital Markets Cash Liquidity (contrsquod)
Non-financial Corporate Balance Sheets
US = $18 trillion(1) Canada = $028
trillion(3)
____________________
(1) Board of Governors of the Federal Reserve System Z1 Financial Accounts of the United States ndash Second Quarter 2014 September 18 2014 p 70
(2) JP Morgan Asset Management
(3) Statistics Canada Table 187-0001 - Quarterly balance sheet and income statement Conversion rate of 1 CAD = 092925 USD
14
16
18
20
22
24
26
28
30
00 01 02 03 04 05 06 07 08 09 10 11 12 13
Corporate Cash as a Percent of Current Assets (2)
SampP 500 Companies at December 2013
$0
$500
$1000
$1500
$2000
$2500
1945 1951 1957 1963 1969 1975 1981 1987 1993 1999 2005 2011
Billio
ns
of
Do
llars
Non-financial Corporate Liquid AssetsSecond Quarter 2014
$0
$50
$100
$150
$200
$250
$300
$350
00 01 02 03 04 05 06 07 08 09 10 11 12 13 14
Billio
ns
of
Can
ad
ian
Do
llars
Cash and Deposits of N on-financial FirmsSecond Quarter 2014
12
14
16
18
20
22
24
26
28
30
00 01 02 03 04 05 06 07 08 09 10 11 12 13 14
Cash and Deposits of Non-financial Firms
as a Percent of Current Assets(3)
Second Quarter 2014
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
25
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes to Non-financial Corporate Balance Sheets
ndash Canada conducts quarterly surveys of all non-financial incorporated entities The total
amount of cash and cash equivalents is projected from these quarterly samples Response
to the survey is compulsory(1)
ndash Canada and the US both use the same GAAP standard(2) to define cash and cash
equivalents with very small differences related to recording of transactions at trade or
settlement date Cash is either currency on hand or demand deposits held at banks Cash
equivalents(3) are any of the following assets asset-backed securities certificates of
deposit time deposits municipal government agency securities commercial paper
credit debit card receivables and money market funds at carrying value that meet the
conditions of having an original maturity of le90 days and are readily convertible to known
amounts of cash
____________________
(1) Statistics Canada Definitions Data Sources and Methods Quarterly Survey of Financial Statements p 2
(2) PwC Similarities and Differences A comparison of Brazilian GAAP IFRS US GAAP and Canadian GAAP for Investment Funds p 8
(3) Federal Accounting Standards Board FAS 95 Statement of Cash Flows paragraphs 7 ndash 10
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
26
US Corporate Cash Offshore
As many media outlets and congressional reports have noted large amounts of
US corporate cash is officially domiciled offshore to defer recognition for tax
purposes
According to Moodyrsquos Investor Service offshore cash constituted 577 of US
corporate cash reserves(1)
Although this cash is officially domiciled offshore in foreign subsidiaries
investigations by Senator Carl Levin have revealed that at least 46 of offshore
reserves are present in the US financial system(2)
As a result we estimate that 311 of US corporate cash reserves are both
offshore and not present in the US financial systemUS Cash on Balance Sheets Less
Actually Offshored Cash
US = $124 trillion
____________________
(1) Richard Waters ldquoCorporate Americarsquos Overseas Cash Pile Rises to $947 Billionrdquo Financial Times March 31 2014
(2) United States Senate Permanent Subcommittee on Investigations Committee on Homeland Security and Governmental Affairs Carl Levin Chairman
Offshore Funds Located Onshore Majority Staff Report Addendum December 14 2011
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
27
Status of the Capital Markets Cash Liquidity (contrsquod)
Venture Capital Private Equity Uninvested Commitments
US = $05 trillion(1)
____________________
(1) Pitchbook Data 2H 2014 US PE amp VC Fundraising amp Capital Overhang Report July 31 2014 p 9 16
$541 $526 $504 $484 $497 $509 $486
$94 $92 $85 $78 $76 $69$58
$0
$100
$200
$300
$400
$500
$600
$700
2007 2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
PE and VC Capital OverhangDecember 2013
Private Equity Venture Capital
$635$562 $578 $544$618 $589 $573
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
28
Status of the Capital Markets Cash Liquidity (contrsquod)
Public and Private Pension Funds
US = $188 trillion(1) Canada = $13
trillion(2)
Average 50 Cash Balance = ~ US $9500 Billion Average 50 Cash Balance = ~ US $650 Billion
____________________
(1) Towers Watson Global Pension Assets Study February 5 2014
(2) Statistics Canada Table 280-0003 - Trusteed pension funds market and book value of assets by foreign and domestic holdings quarterly Conversion
rate of 1 CAD = 092925 USD
$8000
$10000
$12000
$14000
$16000
$18000
$20000
2008 2009 2010 2011 2012 2013E
Bil
lio
ns
of
Do
lla
rs
Pension Fund Assets
0
1
2
3
4
5
6
7
8
$0
$200
$400
$600
$800
$1000
$1200
$1400
$1600
2000 2002 2004 2006 2008 2010 2012 2014
Bil
lio
ns
of
Ca
na
dia
n D
oll
ars
Pension Fund AssetsFirst Quarter 2014
Total Assets Cash PE and VC
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
29
Status of the Capital Markets Cash Liquidity (contrsquod)
Endowments
US and Canada = $045 trillion(1)
Average 40 Cash Balance = ~ $180 billion Currently 30 Cash Balance = ~
$136 billion
____________________
(1) National Association of College and University Business Officers Annual Commonfund Study of Endowment Results In US dollars
0
2
4
6
8
10
12
$0
$50
$100
$150
$200
$250
$300
$350
$400
$450
$500
2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Total Assets of US and Canadian Endowments
with Selected Allocations
Total Endowment Funds Private Equity Cash
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
30
Status of the Capital Markets Cash Liquidity (contrsquod)
Insurance
____________________
(1) Federal Insurance Office US Department of the Treasury Annual Report on the Insurance Industry September 2014
(2) Prequin Ltd Prequin Special Report Insurance Companies Investing in Private Equity 2012
$115
$120
$125
$130
$135
$140
$145
$150
$155
$160
2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Allocation of US Insurance Firms to Private Equity(2)
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
31
Status of the Capital Markets Cash Liquidity (contrsquod)
Business Development Companies (BDC)
ndash Defined in a 1980 amendment to the Investment Company Act of 1940
ndash A BDC may be either private or publicly traded
ndash BDCs are similar to a closed-end mutual fund or REIT with the following investment
restrictions
A BDC must only purchase equity or offer debt to non-public firms with more than $2 million in capital
and surplus but less than $4 million in assets and
A BDC must provide significant managerial assistance to the firms in its debt and equity portfolios
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
32
The Impact of Liquidity in the Current MampA Climate
An increasingly important factor in the MampA market is the presence of pension
insurance endowment and family office funds These investors are typically focused
on much longer term investment than other market participants The public frequently
views these participants as conservative investors benefitting ldquowidows and orphansrdquo
However the long liability horizons and predictable pay out requirements for these
participants enable them to place large portions of their assets in illiquid long-term
investments Although trends indicate that these funds are increasing their level of
direct investment in private firms the vast majority of these participantsrsquo impact on the
MampA market is via PE funds The lower the yields on fixed income the more
desirable PE investments become The willingness of PE firms to launch new funds
often depends on the participation and sponsorship of these institutional investors
A secular trend of low returning fixed income assets and large amounts of
corporate cash currently prevails This environment leads PE operators into being
more inclined to fill launched funds quickly in order to launch subsequent funds while
conditions are still favorable for institutional investments The desire of PE funds to
make hay while the sun shines is augmented by corporate cash flowing into strategic
acquisitions which places even more upward pressure on MampA pricing All of these
factors point to a prime sellersrsquo market in MampA
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
33
Status of the Capital Markets Cash Liquidity (contrsquod)
Summary of the Storehouses of Capital
Banking System (reserve deposits) $26 trillion $119 trillion
Finance Companies $013 trillion
Non-financial Corporate Balance Sheets $124 trillion $028 trillion
with Offshoring Adjustment
Venture Capital Private Equity Uninvested Commitments$05 trillion
Public and Private Pension Funds $095 trillion $006 trillion
$542 trillion + $153 trillion
Endowments (US amp Canada) + $001 trillion
CanadaUS
Total Cash Liquidity Pool (October 2014) $696 trillion
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
25
Status of the Capital Markets Cash Liquidity (contrsquod)
Notes to Non-financial Corporate Balance Sheets
ndash Canada conducts quarterly surveys of all non-financial incorporated entities The total
amount of cash and cash equivalents is projected from these quarterly samples Response
to the survey is compulsory(1)
ndash Canada and the US both use the same GAAP standard(2) to define cash and cash
equivalents with very small differences related to recording of transactions at trade or
settlement date Cash is either currency on hand or demand deposits held at banks Cash
equivalents(3) are any of the following assets asset-backed securities certificates of
deposit time deposits municipal government agency securities commercial paper
credit debit card receivables and money market funds at carrying value that meet the
conditions of having an original maturity of le90 days and are readily convertible to known
amounts of cash
____________________
(1) Statistics Canada Definitions Data Sources and Methods Quarterly Survey of Financial Statements p 2
(2) PwC Similarities and Differences A comparison of Brazilian GAAP IFRS US GAAP and Canadian GAAP for Investment Funds p 8
(3) Federal Accounting Standards Board FAS 95 Statement of Cash Flows paragraphs 7 ndash 10
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
26
US Corporate Cash Offshore
As many media outlets and congressional reports have noted large amounts of
US corporate cash is officially domiciled offshore to defer recognition for tax
purposes
According to Moodyrsquos Investor Service offshore cash constituted 577 of US
corporate cash reserves(1)
Although this cash is officially domiciled offshore in foreign subsidiaries
investigations by Senator Carl Levin have revealed that at least 46 of offshore
reserves are present in the US financial system(2)
As a result we estimate that 311 of US corporate cash reserves are both
offshore and not present in the US financial systemUS Cash on Balance Sheets Less
Actually Offshored Cash
US = $124 trillion
____________________
(1) Richard Waters ldquoCorporate Americarsquos Overseas Cash Pile Rises to $947 Billionrdquo Financial Times March 31 2014
(2) United States Senate Permanent Subcommittee on Investigations Committee on Homeland Security and Governmental Affairs Carl Levin Chairman
Offshore Funds Located Onshore Majority Staff Report Addendum December 14 2011
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
27
Status of the Capital Markets Cash Liquidity (contrsquod)
Venture Capital Private Equity Uninvested Commitments
US = $05 trillion(1)
____________________
(1) Pitchbook Data 2H 2014 US PE amp VC Fundraising amp Capital Overhang Report July 31 2014 p 9 16
$541 $526 $504 $484 $497 $509 $486
$94 $92 $85 $78 $76 $69$58
$0
$100
$200
$300
$400
$500
$600
$700
2007 2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
PE and VC Capital OverhangDecember 2013
Private Equity Venture Capital
$635$562 $578 $544$618 $589 $573
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
28
Status of the Capital Markets Cash Liquidity (contrsquod)
Public and Private Pension Funds
US = $188 trillion(1) Canada = $13
trillion(2)
Average 50 Cash Balance = ~ US $9500 Billion Average 50 Cash Balance = ~ US $650 Billion
____________________
(1) Towers Watson Global Pension Assets Study February 5 2014
(2) Statistics Canada Table 280-0003 - Trusteed pension funds market and book value of assets by foreign and domestic holdings quarterly Conversion
rate of 1 CAD = 092925 USD
$8000
$10000
$12000
$14000
$16000
$18000
$20000
2008 2009 2010 2011 2012 2013E
Bil
lio
ns
of
Do
lla
rs
Pension Fund Assets
0
1
2
3
4
5
6
7
8
$0
$200
$400
$600
$800
$1000
$1200
$1400
$1600
2000 2002 2004 2006 2008 2010 2012 2014
Bil
lio
ns
of
Ca
na
dia
n D
oll
ars
Pension Fund AssetsFirst Quarter 2014
Total Assets Cash PE and VC
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
29
Status of the Capital Markets Cash Liquidity (contrsquod)
Endowments
US and Canada = $045 trillion(1)
Average 40 Cash Balance = ~ $180 billion Currently 30 Cash Balance = ~
$136 billion
____________________
(1) National Association of College and University Business Officers Annual Commonfund Study of Endowment Results In US dollars
0
2
4
6
8
10
12
$0
$50
$100
$150
$200
$250
$300
$350
$400
$450
$500
2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Total Assets of US and Canadian Endowments
with Selected Allocations
Total Endowment Funds Private Equity Cash
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
30
Status of the Capital Markets Cash Liquidity (contrsquod)
Insurance
____________________
(1) Federal Insurance Office US Department of the Treasury Annual Report on the Insurance Industry September 2014
(2) Prequin Ltd Prequin Special Report Insurance Companies Investing in Private Equity 2012
$115
$120
$125
$130
$135
$140
$145
$150
$155
$160
2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Allocation of US Insurance Firms to Private Equity(2)
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
31
Status of the Capital Markets Cash Liquidity (contrsquod)
Business Development Companies (BDC)
ndash Defined in a 1980 amendment to the Investment Company Act of 1940
ndash A BDC may be either private or publicly traded
ndash BDCs are similar to a closed-end mutual fund or REIT with the following investment
restrictions
A BDC must only purchase equity or offer debt to non-public firms with more than $2 million in capital
and surplus but less than $4 million in assets and
A BDC must provide significant managerial assistance to the firms in its debt and equity portfolios
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
32
The Impact of Liquidity in the Current MampA Climate
An increasingly important factor in the MampA market is the presence of pension
insurance endowment and family office funds These investors are typically focused
on much longer term investment than other market participants The public frequently
views these participants as conservative investors benefitting ldquowidows and orphansrdquo
However the long liability horizons and predictable pay out requirements for these
participants enable them to place large portions of their assets in illiquid long-term
investments Although trends indicate that these funds are increasing their level of
direct investment in private firms the vast majority of these participantsrsquo impact on the
MampA market is via PE funds The lower the yields on fixed income the more
desirable PE investments become The willingness of PE firms to launch new funds
often depends on the participation and sponsorship of these institutional investors
A secular trend of low returning fixed income assets and large amounts of
corporate cash currently prevails This environment leads PE operators into being
more inclined to fill launched funds quickly in order to launch subsequent funds while
conditions are still favorable for institutional investments The desire of PE funds to
make hay while the sun shines is augmented by corporate cash flowing into strategic
acquisitions which places even more upward pressure on MampA pricing All of these
factors point to a prime sellersrsquo market in MampA
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
33
Status of the Capital Markets Cash Liquidity (contrsquod)
Summary of the Storehouses of Capital
Banking System (reserve deposits) $26 trillion $119 trillion
Finance Companies $013 trillion
Non-financial Corporate Balance Sheets $124 trillion $028 trillion
with Offshoring Adjustment
Venture Capital Private Equity Uninvested Commitments$05 trillion
Public and Private Pension Funds $095 trillion $006 trillion
$542 trillion + $153 trillion
Endowments (US amp Canada) + $001 trillion
CanadaUS
Total Cash Liquidity Pool (October 2014) $696 trillion
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
26
US Corporate Cash Offshore
As many media outlets and congressional reports have noted large amounts of
US corporate cash is officially domiciled offshore to defer recognition for tax
purposes
According to Moodyrsquos Investor Service offshore cash constituted 577 of US
corporate cash reserves(1)
Although this cash is officially domiciled offshore in foreign subsidiaries
investigations by Senator Carl Levin have revealed that at least 46 of offshore
reserves are present in the US financial system(2)
As a result we estimate that 311 of US corporate cash reserves are both
offshore and not present in the US financial systemUS Cash on Balance Sheets Less
Actually Offshored Cash
US = $124 trillion
____________________
(1) Richard Waters ldquoCorporate Americarsquos Overseas Cash Pile Rises to $947 Billionrdquo Financial Times March 31 2014
(2) United States Senate Permanent Subcommittee on Investigations Committee on Homeland Security and Governmental Affairs Carl Levin Chairman
Offshore Funds Located Onshore Majority Staff Report Addendum December 14 2011
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
27
Status of the Capital Markets Cash Liquidity (contrsquod)
Venture Capital Private Equity Uninvested Commitments
US = $05 trillion(1)
____________________
(1) Pitchbook Data 2H 2014 US PE amp VC Fundraising amp Capital Overhang Report July 31 2014 p 9 16
$541 $526 $504 $484 $497 $509 $486
$94 $92 $85 $78 $76 $69$58
$0
$100
$200
$300
$400
$500
$600
$700
2007 2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
PE and VC Capital OverhangDecember 2013
Private Equity Venture Capital
$635$562 $578 $544$618 $589 $573
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
28
Status of the Capital Markets Cash Liquidity (contrsquod)
Public and Private Pension Funds
US = $188 trillion(1) Canada = $13
trillion(2)
Average 50 Cash Balance = ~ US $9500 Billion Average 50 Cash Balance = ~ US $650 Billion
____________________
(1) Towers Watson Global Pension Assets Study February 5 2014
(2) Statistics Canada Table 280-0003 - Trusteed pension funds market and book value of assets by foreign and domestic holdings quarterly Conversion
rate of 1 CAD = 092925 USD
$8000
$10000
$12000
$14000
$16000
$18000
$20000
2008 2009 2010 2011 2012 2013E
Bil
lio
ns
of
Do
lla
rs
Pension Fund Assets
0
1
2
3
4
5
6
7
8
$0
$200
$400
$600
$800
$1000
$1200
$1400
$1600
2000 2002 2004 2006 2008 2010 2012 2014
Bil
lio
ns
of
Ca
na
dia
n D
oll
ars
Pension Fund AssetsFirst Quarter 2014
Total Assets Cash PE and VC
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
29
Status of the Capital Markets Cash Liquidity (contrsquod)
Endowments
US and Canada = $045 trillion(1)
Average 40 Cash Balance = ~ $180 billion Currently 30 Cash Balance = ~
$136 billion
____________________
(1) National Association of College and University Business Officers Annual Commonfund Study of Endowment Results In US dollars
0
2
4
6
8
10
12
$0
$50
$100
$150
$200
$250
$300
$350
$400
$450
$500
2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Total Assets of US and Canadian Endowments
with Selected Allocations
Total Endowment Funds Private Equity Cash
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
30
Status of the Capital Markets Cash Liquidity (contrsquod)
Insurance
____________________
(1) Federal Insurance Office US Department of the Treasury Annual Report on the Insurance Industry September 2014
(2) Prequin Ltd Prequin Special Report Insurance Companies Investing in Private Equity 2012
$115
$120
$125
$130
$135
$140
$145
$150
$155
$160
2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Allocation of US Insurance Firms to Private Equity(2)
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
31
Status of the Capital Markets Cash Liquidity (contrsquod)
Business Development Companies (BDC)
ndash Defined in a 1980 amendment to the Investment Company Act of 1940
ndash A BDC may be either private or publicly traded
ndash BDCs are similar to a closed-end mutual fund or REIT with the following investment
restrictions
A BDC must only purchase equity or offer debt to non-public firms with more than $2 million in capital
and surplus but less than $4 million in assets and
A BDC must provide significant managerial assistance to the firms in its debt and equity portfolios
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
32
The Impact of Liquidity in the Current MampA Climate
An increasingly important factor in the MampA market is the presence of pension
insurance endowment and family office funds These investors are typically focused
on much longer term investment than other market participants The public frequently
views these participants as conservative investors benefitting ldquowidows and orphansrdquo
However the long liability horizons and predictable pay out requirements for these
participants enable them to place large portions of their assets in illiquid long-term
investments Although trends indicate that these funds are increasing their level of
direct investment in private firms the vast majority of these participantsrsquo impact on the
MampA market is via PE funds The lower the yields on fixed income the more
desirable PE investments become The willingness of PE firms to launch new funds
often depends on the participation and sponsorship of these institutional investors
A secular trend of low returning fixed income assets and large amounts of
corporate cash currently prevails This environment leads PE operators into being
more inclined to fill launched funds quickly in order to launch subsequent funds while
conditions are still favorable for institutional investments The desire of PE funds to
make hay while the sun shines is augmented by corporate cash flowing into strategic
acquisitions which places even more upward pressure on MampA pricing All of these
factors point to a prime sellersrsquo market in MampA
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
33
Status of the Capital Markets Cash Liquidity (contrsquod)
Summary of the Storehouses of Capital
Banking System (reserve deposits) $26 trillion $119 trillion
Finance Companies $013 trillion
Non-financial Corporate Balance Sheets $124 trillion $028 trillion
with Offshoring Adjustment
Venture Capital Private Equity Uninvested Commitments$05 trillion
Public and Private Pension Funds $095 trillion $006 trillion
$542 trillion + $153 trillion
Endowments (US amp Canada) + $001 trillion
CanadaUS
Total Cash Liquidity Pool (October 2014) $696 trillion
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
27
Status of the Capital Markets Cash Liquidity (contrsquod)
Venture Capital Private Equity Uninvested Commitments
US = $05 trillion(1)
____________________
(1) Pitchbook Data 2H 2014 US PE amp VC Fundraising amp Capital Overhang Report July 31 2014 p 9 16
$541 $526 $504 $484 $497 $509 $486
$94 $92 $85 $78 $76 $69$58
$0
$100
$200
$300
$400
$500
$600
$700
2007 2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
PE and VC Capital OverhangDecember 2013
Private Equity Venture Capital
$635$562 $578 $544$618 $589 $573
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
28
Status of the Capital Markets Cash Liquidity (contrsquod)
Public and Private Pension Funds
US = $188 trillion(1) Canada = $13
trillion(2)
Average 50 Cash Balance = ~ US $9500 Billion Average 50 Cash Balance = ~ US $650 Billion
____________________
(1) Towers Watson Global Pension Assets Study February 5 2014
(2) Statistics Canada Table 280-0003 - Trusteed pension funds market and book value of assets by foreign and domestic holdings quarterly Conversion
rate of 1 CAD = 092925 USD
$8000
$10000
$12000
$14000
$16000
$18000
$20000
2008 2009 2010 2011 2012 2013E
Bil
lio
ns
of
Do
lla
rs
Pension Fund Assets
0
1
2
3
4
5
6
7
8
$0
$200
$400
$600
$800
$1000
$1200
$1400
$1600
2000 2002 2004 2006 2008 2010 2012 2014
Bil
lio
ns
of
Ca
na
dia
n D
oll
ars
Pension Fund AssetsFirst Quarter 2014
Total Assets Cash PE and VC
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
29
Status of the Capital Markets Cash Liquidity (contrsquod)
Endowments
US and Canada = $045 trillion(1)
Average 40 Cash Balance = ~ $180 billion Currently 30 Cash Balance = ~
$136 billion
____________________
(1) National Association of College and University Business Officers Annual Commonfund Study of Endowment Results In US dollars
0
2
4
6
8
10
12
$0
$50
$100
$150
$200
$250
$300
$350
$400
$450
$500
2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Total Assets of US and Canadian Endowments
with Selected Allocations
Total Endowment Funds Private Equity Cash
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
30
Status of the Capital Markets Cash Liquidity (contrsquod)
Insurance
____________________
(1) Federal Insurance Office US Department of the Treasury Annual Report on the Insurance Industry September 2014
(2) Prequin Ltd Prequin Special Report Insurance Companies Investing in Private Equity 2012
$115
$120
$125
$130
$135
$140
$145
$150
$155
$160
2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Allocation of US Insurance Firms to Private Equity(2)
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
31
Status of the Capital Markets Cash Liquidity (contrsquod)
Business Development Companies (BDC)
ndash Defined in a 1980 amendment to the Investment Company Act of 1940
ndash A BDC may be either private or publicly traded
ndash BDCs are similar to a closed-end mutual fund or REIT with the following investment
restrictions
A BDC must only purchase equity or offer debt to non-public firms with more than $2 million in capital
and surplus but less than $4 million in assets and
A BDC must provide significant managerial assistance to the firms in its debt and equity portfolios
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
32
The Impact of Liquidity in the Current MampA Climate
An increasingly important factor in the MampA market is the presence of pension
insurance endowment and family office funds These investors are typically focused
on much longer term investment than other market participants The public frequently
views these participants as conservative investors benefitting ldquowidows and orphansrdquo
However the long liability horizons and predictable pay out requirements for these
participants enable them to place large portions of their assets in illiquid long-term
investments Although trends indicate that these funds are increasing their level of
direct investment in private firms the vast majority of these participantsrsquo impact on the
MampA market is via PE funds The lower the yields on fixed income the more
desirable PE investments become The willingness of PE firms to launch new funds
often depends on the participation and sponsorship of these institutional investors
A secular trend of low returning fixed income assets and large amounts of
corporate cash currently prevails This environment leads PE operators into being
more inclined to fill launched funds quickly in order to launch subsequent funds while
conditions are still favorable for institutional investments The desire of PE funds to
make hay while the sun shines is augmented by corporate cash flowing into strategic
acquisitions which places even more upward pressure on MampA pricing All of these
factors point to a prime sellersrsquo market in MampA
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
33
Status of the Capital Markets Cash Liquidity (contrsquod)
Summary of the Storehouses of Capital
Banking System (reserve deposits) $26 trillion $119 trillion
Finance Companies $013 trillion
Non-financial Corporate Balance Sheets $124 trillion $028 trillion
with Offshoring Adjustment
Venture Capital Private Equity Uninvested Commitments$05 trillion
Public and Private Pension Funds $095 trillion $006 trillion
$542 trillion + $153 trillion
Endowments (US amp Canada) + $001 trillion
CanadaUS
Total Cash Liquidity Pool (October 2014) $696 trillion
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
28
Status of the Capital Markets Cash Liquidity (contrsquod)
Public and Private Pension Funds
US = $188 trillion(1) Canada = $13
trillion(2)
Average 50 Cash Balance = ~ US $9500 Billion Average 50 Cash Balance = ~ US $650 Billion
____________________
(1) Towers Watson Global Pension Assets Study February 5 2014
(2) Statistics Canada Table 280-0003 - Trusteed pension funds market and book value of assets by foreign and domestic holdings quarterly Conversion
rate of 1 CAD = 092925 USD
$8000
$10000
$12000
$14000
$16000
$18000
$20000
2008 2009 2010 2011 2012 2013E
Bil
lio
ns
of
Do
lla
rs
Pension Fund Assets
0
1
2
3
4
5
6
7
8
$0
$200
$400
$600
$800
$1000
$1200
$1400
$1600
2000 2002 2004 2006 2008 2010 2012 2014
Bil
lio
ns
of
Ca
na
dia
n D
oll
ars
Pension Fund AssetsFirst Quarter 2014
Total Assets Cash PE and VC
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
29
Status of the Capital Markets Cash Liquidity (contrsquod)
Endowments
US and Canada = $045 trillion(1)
Average 40 Cash Balance = ~ $180 billion Currently 30 Cash Balance = ~
$136 billion
____________________
(1) National Association of College and University Business Officers Annual Commonfund Study of Endowment Results In US dollars
0
2
4
6
8
10
12
$0
$50
$100
$150
$200
$250
$300
$350
$400
$450
$500
2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Total Assets of US and Canadian Endowments
with Selected Allocations
Total Endowment Funds Private Equity Cash
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
30
Status of the Capital Markets Cash Liquidity (contrsquod)
Insurance
____________________
(1) Federal Insurance Office US Department of the Treasury Annual Report on the Insurance Industry September 2014
(2) Prequin Ltd Prequin Special Report Insurance Companies Investing in Private Equity 2012
$115
$120
$125
$130
$135
$140
$145
$150
$155
$160
2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Allocation of US Insurance Firms to Private Equity(2)
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
31
Status of the Capital Markets Cash Liquidity (contrsquod)
Business Development Companies (BDC)
ndash Defined in a 1980 amendment to the Investment Company Act of 1940
ndash A BDC may be either private or publicly traded
ndash BDCs are similar to a closed-end mutual fund or REIT with the following investment
restrictions
A BDC must only purchase equity or offer debt to non-public firms with more than $2 million in capital
and surplus but less than $4 million in assets and
A BDC must provide significant managerial assistance to the firms in its debt and equity portfolios
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
32
The Impact of Liquidity in the Current MampA Climate
An increasingly important factor in the MampA market is the presence of pension
insurance endowment and family office funds These investors are typically focused
on much longer term investment than other market participants The public frequently
views these participants as conservative investors benefitting ldquowidows and orphansrdquo
However the long liability horizons and predictable pay out requirements for these
participants enable them to place large portions of their assets in illiquid long-term
investments Although trends indicate that these funds are increasing their level of
direct investment in private firms the vast majority of these participantsrsquo impact on the
MampA market is via PE funds The lower the yields on fixed income the more
desirable PE investments become The willingness of PE firms to launch new funds
often depends on the participation and sponsorship of these institutional investors
A secular trend of low returning fixed income assets and large amounts of
corporate cash currently prevails This environment leads PE operators into being
more inclined to fill launched funds quickly in order to launch subsequent funds while
conditions are still favorable for institutional investments The desire of PE funds to
make hay while the sun shines is augmented by corporate cash flowing into strategic
acquisitions which places even more upward pressure on MampA pricing All of these
factors point to a prime sellersrsquo market in MampA
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
33
Status of the Capital Markets Cash Liquidity (contrsquod)
Summary of the Storehouses of Capital
Banking System (reserve deposits) $26 trillion $119 trillion
Finance Companies $013 trillion
Non-financial Corporate Balance Sheets $124 trillion $028 trillion
with Offshoring Adjustment
Venture Capital Private Equity Uninvested Commitments$05 trillion
Public and Private Pension Funds $095 trillion $006 trillion
$542 trillion + $153 trillion
Endowments (US amp Canada) + $001 trillion
CanadaUS
Total Cash Liquidity Pool (October 2014) $696 trillion
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
29
Status of the Capital Markets Cash Liquidity (contrsquod)
Endowments
US and Canada = $045 trillion(1)
Average 40 Cash Balance = ~ $180 billion Currently 30 Cash Balance = ~
$136 billion
____________________
(1) National Association of College and University Business Officers Annual Commonfund Study of Endowment Results In US dollars
0
2
4
6
8
10
12
$0
$50
$100
$150
$200
$250
$300
$350
$400
$450
$500
2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Total Assets of US and Canadian Endowments
with Selected Allocations
Total Endowment Funds Private Equity Cash
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
30
Status of the Capital Markets Cash Liquidity (contrsquod)
Insurance
____________________
(1) Federal Insurance Office US Department of the Treasury Annual Report on the Insurance Industry September 2014
(2) Prequin Ltd Prequin Special Report Insurance Companies Investing in Private Equity 2012
$115
$120
$125
$130
$135
$140
$145
$150
$155
$160
2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Allocation of US Insurance Firms to Private Equity(2)
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
31
Status of the Capital Markets Cash Liquidity (contrsquod)
Business Development Companies (BDC)
ndash Defined in a 1980 amendment to the Investment Company Act of 1940
ndash A BDC may be either private or publicly traded
ndash BDCs are similar to a closed-end mutual fund or REIT with the following investment
restrictions
A BDC must only purchase equity or offer debt to non-public firms with more than $2 million in capital
and surplus but less than $4 million in assets and
A BDC must provide significant managerial assistance to the firms in its debt and equity portfolios
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
32
The Impact of Liquidity in the Current MampA Climate
An increasingly important factor in the MampA market is the presence of pension
insurance endowment and family office funds These investors are typically focused
on much longer term investment than other market participants The public frequently
views these participants as conservative investors benefitting ldquowidows and orphansrdquo
However the long liability horizons and predictable pay out requirements for these
participants enable them to place large portions of their assets in illiquid long-term
investments Although trends indicate that these funds are increasing their level of
direct investment in private firms the vast majority of these participantsrsquo impact on the
MampA market is via PE funds The lower the yields on fixed income the more
desirable PE investments become The willingness of PE firms to launch new funds
often depends on the participation and sponsorship of these institutional investors
A secular trend of low returning fixed income assets and large amounts of
corporate cash currently prevails This environment leads PE operators into being
more inclined to fill launched funds quickly in order to launch subsequent funds while
conditions are still favorable for institutional investments The desire of PE funds to
make hay while the sun shines is augmented by corporate cash flowing into strategic
acquisitions which places even more upward pressure on MampA pricing All of these
factors point to a prime sellersrsquo market in MampA
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
33
Status of the Capital Markets Cash Liquidity (contrsquod)
Summary of the Storehouses of Capital
Banking System (reserve deposits) $26 trillion $119 trillion
Finance Companies $013 trillion
Non-financial Corporate Balance Sheets $124 trillion $028 trillion
with Offshoring Adjustment
Venture Capital Private Equity Uninvested Commitments$05 trillion
Public and Private Pension Funds $095 trillion $006 trillion
$542 trillion + $153 trillion
Endowments (US amp Canada) + $001 trillion
CanadaUS
Total Cash Liquidity Pool (October 2014) $696 trillion
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
30
Status of the Capital Markets Cash Liquidity (contrsquod)
Insurance
____________________
(1) Federal Insurance Office US Department of the Treasury Annual Report on the Insurance Industry September 2014
(2) Prequin Ltd Prequin Special Report Insurance Companies Investing in Private Equity 2012
$115
$120
$125
$130
$135
$140
$145
$150
$155
$160
2008 2009 2010 2011 2012 2013
Billio
ns
of
Do
llars
Allocation of US Insurance Firms to Private Equity(2)
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
31
Status of the Capital Markets Cash Liquidity (contrsquod)
Business Development Companies (BDC)
ndash Defined in a 1980 amendment to the Investment Company Act of 1940
ndash A BDC may be either private or publicly traded
ndash BDCs are similar to a closed-end mutual fund or REIT with the following investment
restrictions
A BDC must only purchase equity or offer debt to non-public firms with more than $2 million in capital
and surplus but less than $4 million in assets and
A BDC must provide significant managerial assistance to the firms in its debt and equity portfolios
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
32
The Impact of Liquidity in the Current MampA Climate
An increasingly important factor in the MampA market is the presence of pension
insurance endowment and family office funds These investors are typically focused
on much longer term investment than other market participants The public frequently
views these participants as conservative investors benefitting ldquowidows and orphansrdquo
However the long liability horizons and predictable pay out requirements for these
participants enable them to place large portions of their assets in illiquid long-term
investments Although trends indicate that these funds are increasing their level of
direct investment in private firms the vast majority of these participantsrsquo impact on the
MampA market is via PE funds The lower the yields on fixed income the more
desirable PE investments become The willingness of PE firms to launch new funds
often depends on the participation and sponsorship of these institutional investors
A secular trend of low returning fixed income assets and large amounts of
corporate cash currently prevails This environment leads PE operators into being
more inclined to fill launched funds quickly in order to launch subsequent funds while
conditions are still favorable for institutional investments The desire of PE funds to
make hay while the sun shines is augmented by corporate cash flowing into strategic
acquisitions which places even more upward pressure on MampA pricing All of these
factors point to a prime sellersrsquo market in MampA
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
33
Status of the Capital Markets Cash Liquidity (contrsquod)
Summary of the Storehouses of Capital
Banking System (reserve deposits) $26 trillion $119 trillion
Finance Companies $013 trillion
Non-financial Corporate Balance Sheets $124 trillion $028 trillion
with Offshoring Adjustment
Venture Capital Private Equity Uninvested Commitments$05 trillion
Public and Private Pension Funds $095 trillion $006 trillion
$542 trillion + $153 trillion
Endowments (US amp Canada) + $001 trillion
CanadaUS
Total Cash Liquidity Pool (October 2014) $696 trillion
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
31
Status of the Capital Markets Cash Liquidity (contrsquod)
Business Development Companies (BDC)
ndash Defined in a 1980 amendment to the Investment Company Act of 1940
ndash A BDC may be either private or publicly traded
ndash BDCs are similar to a closed-end mutual fund or REIT with the following investment
restrictions
A BDC must only purchase equity or offer debt to non-public firms with more than $2 million in capital
and surplus but less than $4 million in assets and
A BDC must provide significant managerial assistance to the firms in its debt and equity portfolios
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
32
The Impact of Liquidity in the Current MampA Climate
An increasingly important factor in the MampA market is the presence of pension
insurance endowment and family office funds These investors are typically focused
on much longer term investment than other market participants The public frequently
views these participants as conservative investors benefitting ldquowidows and orphansrdquo
However the long liability horizons and predictable pay out requirements for these
participants enable them to place large portions of their assets in illiquid long-term
investments Although trends indicate that these funds are increasing their level of
direct investment in private firms the vast majority of these participantsrsquo impact on the
MampA market is via PE funds The lower the yields on fixed income the more
desirable PE investments become The willingness of PE firms to launch new funds
often depends on the participation and sponsorship of these institutional investors
A secular trend of low returning fixed income assets and large amounts of
corporate cash currently prevails This environment leads PE operators into being
more inclined to fill launched funds quickly in order to launch subsequent funds while
conditions are still favorable for institutional investments The desire of PE funds to
make hay while the sun shines is augmented by corporate cash flowing into strategic
acquisitions which places even more upward pressure on MampA pricing All of these
factors point to a prime sellersrsquo market in MampA
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
33
Status of the Capital Markets Cash Liquidity (contrsquod)
Summary of the Storehouses of Capital
Banking System (reserve deposits) $26 trillion $119 trillion
Finance Companies $013 trillion
Non-financial Corporate Balance Sheets $124 trillion $028 trillion
with Offshoring Adjustment
Venture Capital Private Equity Uninvested Commitments$05 trillion
Public and Private Pension Funds $095 trillion $006 trillion
$542 trillion + $153 trillion
Endowments (US amp Canada) + $001 trillion
CanadaUS
Total Cash Liquidity Pool (October 2014) $696 trillion
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
32
The Impact of Liquidity in the Current MampA Climate
An increasingly important factor in the MampA market is the presence of pension
insurance endowment and family office funds These investors are typically focused
on much longer term investment than other market participants The public frequently
views these participants as conservative investors benefitting ldquowidows and orphansrdquo
However the long liability horizons and predictable pay out requirements for these
participants enable them to place large portions of their assets in illiquid long-term
investments Although trends indicate that these funds are increasing their level of
direct investment in private firms the vast majority of these participantsrsquo impact on the
MampA market is via PE funds The lower the yields on fixed income the more
desirable PE investments become The willingness of PE firms to launch new funds
often depends on the participation and sponsorship of these institutional investors
A secular trend of low returning fixed income assets and large amounts of
corporate cash currently prevails This environment leads PE operators into being
more inclined to fill launched funds quickly in order to launch subsequent funds while
conditions are still favorable for institutional investments The desire of PE funds to
make hay while the sun shines is augmented by corporate cash flowing into strategic
acquisitions which places even more upward pressure on MampA pricing All of these
factors point to a prime sellersrsquo market in MampA
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
33
Status of the Capital Markets Cash Liquidity (contrsquod)
Summary of the Storehouses of Capital
Banking System (reserve deposits) $26 trillion $119 trillion
Finance Companies $013 trillion
Non-financial Corporate Balance Sheets $124 trillion $028 trillion
with Offshoring Adjustment
Venture Capital Private Equity Uninvested Commitments$05 trillion
Public and Private Pension Funds $095 trillion $006 trillion
$542 trillion + $153 trillion
Endowments (US amp Canada) + $001 trillion
CanadaUS
Total Cash Liquidity Pool (October 2014) $696 trillion
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential
Jordan Knauff amp CompanyINVESTMENT BANKERS
33
Status of the Capital Markets Cash Liquidity (contrsquod)
Summary of the Storehouses of Capital
Banking System (reserve deposits) $26 trillion $119 trillion
Finance Companies $013 trillion
Non-financial Corporate Balance Sheets $124 trillion $028 trillion
with Offshoring Adjustment
Venture Capital Private Equity Uninvested Commitments$05 trillion
Public and Private Pension Funds $095 trillion $006 trillion
$542 trillion + $153 trillion
Endowments (US amp Canada) + $001 trillion
CanadaUS
Total Cash Liquidity Pool (October 2014) $696 trillion
copy Jordan Knauff amp Company Member FINRASIPC Proprietary and
Confidential