valuation mania: how long will today's seller market last?

33
Jordan, Knauff & Company INVESTMENT BANKERS December 10, 2014 Proprietary & Confidential Disclaimer: The views expressed herein are those of Bill Snow and do not represent the opinions of Jordan, Knauff & Company. The information contained herein should not be relied upon for making investment decisions Valuation Mania: How Long Will Today’s Seller Market Last?

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Page 1: Valuation Mania: How Long Will Today's Seller Market Last?

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

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

pdf

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

Page 2: Valuation Mania: How Long Will Today's 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

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

pdf

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

Page 3: Valuation Mania: How Long Will Today's Seller Market Last?

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

pdf

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

Page 4: Valuation Mania: How Long Will Today's Seller Market Last?

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

pdf

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

Page 5: Valuation Mania: How Long Will Today's Seller Market Last?

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

pdf

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

Page 6: Valuation Mania: How Long Will Today's Seller Market Last?

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

pdf

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

Page 7: Valuation Mania: How Long Will Today's Seller Market Last?

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

pdf

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

Page 8: Valuation Mania: How Long Will Today's Seller Market Last?

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

pdf

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

Page 9: Valuation Mania: How Long Will Today's Seller Market Last?

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

pdf

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

Page 10: Valuation Mania: How Long Will Today's Seller Market Last?

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

pdf

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

Page 11: Valuation Mania: How Long Will Today's Seller Market Last?

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

pdf

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

Page 12: Valuation Mania: How Long Will Today's Seller Market Last?

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

pdf

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

Page 13: Valuation Mania: How Long Will Today's Seller Market Last?

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

pdf

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

Page 14: Valuation Mania: How Long Will Today's Seller Market Last?

14copy Jordan Knauff amp Company Member FINRASIPC Proprietary and

Confidential

Source Bank For International Settlements

httpwwwbisorgbcbsbasel3basel3_phase_in_arrangements

pdf

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

Page 15: Valuation Mania: How Long Will Today's Seller Market Last?

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

Page 16: Valuation Mania: How Long Will Today's Seller Market Last?

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

Page 17: Valuation Mania: How Long Will Today's Seller Market Last?

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

Page 18: Valuation Mania: How Long Will Today's Seller Market Last?

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

Page 19: Valuation Mania: How Long Will Today's Seller Market Last?

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

Page 20: Valuation Mania: How Long Will Today's Seller Market Last?

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

Page 21: Valuation Mania: How Long Will Today's Seller Market Last?

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

Page 22: Valuation Mania: How Long Will Today's Seller Market Last?

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

Page 23: Valuation Mania: How Long Will Today's Seller Market Last?

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

Page 24: Valuation Mania: How Long Will Today's Seller Market Last?

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

Page 25: Valuation Mania: How Long Will Today's Seller Market Last?

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

Page 26: Valuation Mania: How Long Will Today's Seller Market Last?

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

Page 27: Valuation Mania: How Long Will Today's Seller Market Last?

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

Page 28: Valuation Mania: How Long Will Today's Seller Market Last?

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

Page 29: Valuation Mania: How Long Will Today's Seller Market Last?

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

Page 30: Valuation Mania: How Long Will Today's Seller Market Last?

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

Page 31: Valuation Mania: How Long Will Today's Seller Market Last?

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

Page 32: Valuation Mania: How Long Will Today's Seller Market Last?

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

Page 33: Valuation Mania: How Long Will Today's Seller Market Last?

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