Beruflich Dokumente
Kultur Dokumente
Q1 2018
TABLE OF CONTENTS HIGHLIGHTS
M&A Overview
Why Owners Liquidate Total value of HVACR transactions in North America during 2017 was the
Subsector Activity highest in over 25 years
Select Transactions
Case Study Actual number of HVACR transactions in North America in 2017 was the
Firm Track Record lowest since 2002
CONTRIBUTORS Middle-market transactions > $50 million in enterprise value (EV) are trading
in the 7.25-10x of EBITDA and are based on the highly engineered product
Len LaPorta
Managing Director
203-813-3880 x203 Global consolidation in the HVACR sector continues to be pronounced with
llaporta@capstoneheadwaters.com an estimated 117 deals were announced or completed in 2017
Hilary Morrison
Vice President
917-763-0121
hmorrison@capstoneheadwaters.com
M&A OVERVIEW
Global HVACR Market estimated to reach $122.0 billion by 2020
Of the transactions with disclosed financial metrics, deal volumes have been the highest for HVACR companies trading at less than $25 million.
Both 2007 and 2008 were “boom” years for all middle market transactions across deal size.
Number of Transactions
Number of Transactions
50
12
40 10
30 8
6
20
4
10 2
0 0
1990 1992 1994 1996 1998 2000 2002 2004 2006 2008 2010 2012 2014 2016 1990 1992 1994 1996 1998 2000 2002 2004 2006 2008 2010 2012 2014 2016
14
10
12
8
10
8 6
6 4
4
2
2
0 0
1990 1992 1994 1996 1998 2000 2002 2004 2006 2008 2010 2012 2014 2016 1990 1992 1994 1996 1998 2000 2002 2004 2006 2008 2010 2012 2014 2016
Source: Capital IQ
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HVACR | Q1 2018
Number of Transactions
roughly 2-3 years.
15,000 $2,000
Participants are cautiously optimistic
expecting good times to continue, with $1,500
neither vast a upswing nor a
catastrophic decline. 10,000 $1,000
$500
5,000 $0
2017F
1990
1991
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
HVACR M&A Deal Volume: North America
For the Years Ended December 31, 1990 - 2017
There was a downtick in HVACR deal 80 8 Years 5 Years 8+ Years
activity in 2017, possibly reflecting
70
quality HVACR companies being in short
Number of Transactions
50
In addition, the prior wave of HVACR
consolidation occurred in 2012/2014, 40
suggesting acquisitions have largely
30
completed their transition under new
parents, freeing companies to focus 20
more on gaining market share and also
10
raising the intensity of the competitive
landscape for smaller players. 0
1990
1991
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
Note: No transaction value provided for undisclosed deals
Source: Capital IQ 4
HVACR | Q1 2018
Environment Industry
Policy Changes
Regulatory Risk Structural Changes
Benefit Complexity Disintermediation
Market Conditions Commodification
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HVACR | Q1 2018
ACTVITY BY SUBSECTOR
H
Within the Heating/Industrial Heating subsector, 17 deals were announced or completed in 2017, representing 21.0% of HVACR deal flow.
Notable transactions include:
Spirax-Sarco Engineering’s acquisition of Chromalox for $415.0 million, or 2.2x revenue and 10.9x EBITDA.
Chart Industries’ acquisition of Hudson for $41.0 million or 2.0x revenue and 10.0x EBITDA. The company complements Chart's Energy &
Chemicals segment with the addition of its Fin-Fan brand and other ACHXs, which broaden E&C's end market diversity from primarily
LNG, industrial and natural gas to include HVAC, petrochemical and power generation.
Electrolux’s acquisition of Kwikot for $246.0 million or 3.2x revenue. The acquisition broadens Electrolux home comfort product range
and offers a strong platform for growth opportunities in Africa.
V
Within the Ventilation/Air Filtration subsector, there were 13 deals announced or completed in 2017, representing 16.0% of HVACR deal flow.
Notable transactions include:
Groupe SFPI’s acquisition of JKF Industries for $1.1 billion. The acquisition strengthened Groupe SFPI's NEU air handling unit.
Volution Group’s acquisition of VoltAir Systems for $11.0 million, or 1.3x revenue and 6.6x EBITDA. VoltAir strengthens Volutions Group’s
market position in the Nordic region.
AC Within the Air Conditioning/Cooling subsector, two pure play deals were announced or completed in 2017, representing 2.5% of HVACR
deal flow.
Notable transactions include Lindsay Goldberg’s acquisition of Big Ass Fans for $500.0 million or 2.1x revenue.
R
Within the Refrigeration subsector, 16 deals were announced or completed in 2017, representing 19.8% of HVACR deal flow.
Cold chain was the leader in deal flow for 2017.
Notable transactions include Nidec's acquisition of Secop (nka Nidec Global Appliance Germany) for $213.0 million. The acquisition
considerably broadens Nidec's product portfolio with sizeable synergy potential.
S
Within the HVAC Services subsector, 10 deals were announced or completed in 2017, representing 12.3% of HVACR deal flow.
Notable transactions include:
Cheung Kong’s acquisition of Reliance Home Comfort for $3.6 billion. The Reliance Home Comfort sale was the only instance of Chinese
investment in Consumer Products and Services in Canada for 2017, as well as the largest acquisition made by a Chinese firm in Canada
during the year. The acquisition is also the largest instance of Chinese investment in a Canadian firm based east of Alberta.
Warburg Pincus’ acquisition of Service Logic for $315 million of 1.6x revenue. Service Logic, the largest independent provider of
aftermarket maintenance, repair, and replacement services for commercial HVAC equipment and building automation and control
systems. Service Logic was previously owned by Sterling Investment Partners, where the company completed 11 acquisitions during
Sterling’s ownership.
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HVACR | Q1 2018
Manufacturer of heating products. The company's heating The company was acquired by NIBE Industrier
products consists of cartridge heaters, positive temperature (STO: NIBE B) for an undisclosed amount on May
coefficient heaters, strip heaters and heating systems including 1, 2017. The acquisition of HT adds another well-
highly engineered heating services for heating, ventilation and known brand to NIBE's European element
05/01/17 HT (Italy) NIBE Industrier - - - Italy
air conditioning, commercial food products, packaging and business providing cost synergies and commercial
other industrial applications. advantages to the NIBE Group. Their market and
technical position and customer base will provide
yet another platform for profitable growth.
Manufacturer of heat exchangers, electrostatic precipitator The company, a subsidiary of Hamon & Cie
components and related fabrication. The company's heat International (BRU: HAMO) was acquired by
exchangers, electrostatic precipitator components and related Wabtec (NYS: WAB) for $32.5 million on April 5,
fabrication uses every appropriate testing technique, including 2017. This acquisition will be an excellent
Thermal X-ray, dye penetrant, hydrostatic and pneumatic pressure strategic fit with Wabtec's existing heat exchanger United
04/05/17 Wabtec $33.0 1.3x -
Transfer testing and provide innovative and durable services in products for rail and industrial markets. The States
industrial applications where high temperatures and corrosive company offers a broad portfolio of heat transfer
elements are present. solutions for niche applications, which will enable
Wabtec to diversify its product and market
applications further.
Manufacturer of hot water systems. Offers electric and solar The company was acquired by Electrolux (STO:
water heaters, heat pumps, consumables and accessories for ELUX A) for ZAR 3.18 billion on March 1, 2017.
both domestic and industrial usage. Its products are sold in The acquisition broadens Electrolux home South
03/01/17 Kwikot Electrolux $247.0 3.2x -
South Africa and neighboring countries. comfort product range and offers a strong Africa
platform for growth opportunities in Africa.
Source: Pitchbook
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HVACR | Q1 2018
Manufacturer of components for process ventilation and air The company was acquired by Groupe SFPI (PAR:
filtration systems. The company offers an innovative range of SFPI) for EUR 898.43 million on July 28, 2017. The
JKF
07/28/17 fans, filters, dust collectors and ducts to companies in the Groupe SFPI $1,056.0 - - transaction was financed mainly by a bank loan. Denmark
IndustriA/S
woodworking, milling, agriculture, recycling and meal The acquisition strengthened Groupe SFPI's NEU
industries. air handling unit.
Air Filtration
Holdings, The company was acquired by Air Filtration
Manufacturer and marketer of disposable air filtration
Duchossois Holdings, via its financial sponsors The Edgewater
products. The company's air and paint filtration products are United
07/12/17 Viskon-Aire Capital - - - Funds and Duchossois Capital Management,
used in a wide variety of applications in commercial and States
Management, through an LBO on July 12, 2017 for an
industrial HVAC as well as paint spray booths worldwide.
The Edgewater undisclosed sum.
Funds
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HVACR | Q1 2018
Maker of fans and lighting fixtures. The company's fans and The company was acquired by Lindsay Goldberg
Big Ass lighting fixtures keep large spaces that lack air conditioning, Lindsay through a $210 million LBO on October 24, 2017. United
10/24/17 $500.0 2.1x -
Fans such as factories and dairy barns, feeling cool and Goldberg The company assumed $290 million in debt as States
comfortable. part of the $500 million deal.
Source: Pitchbook
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HVACR | Q1 2018
Source: Pitchbook
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HVACR | Q1 2018
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HVACR | Q1 2018
According INDA’s data and forecast analysis, the strength of the economy Filtration Sales in North America:
and demographic trends are significant drivers of demand within the Percentage Growth Since 2011
North American nonwoven industry.
Liquid Filtration Air Filtration
Growth is expected to be driven by positive momentum in many of
filtration’s key drivers including: heightened consumer awareness and
sensitivity to pollution, increasingly stringent legislation and regulatory
controls, growth in the transportation market, and continued strength in 5.6%
both residential and non-residential construction.
4.6%
Disposable nonwoven sales to end users in North America are forecast to
increase to 2.2 million tons, a 2.3% annual growth.
5.8%
Given the nonwoven industry is well poised for significant growth across 5.1%
end-markets, M&A appetite has been high for non-woven companies.
Both paper companies such as Glatfelter and Neenah, and adjacent
companies, such as Berry Plastics and AstenJohnson have actively been
making acquisitions in the space. 2011 2016 2021f
5%
Other
4% Disposable Filtration
Filtration
Applications Wipes
3%
CAGR (2011-2016)
2%
Medical/
1% Surgical
0%
0% 1% 2% 3% 4% 5%
-1% CAGR (2016-2021 Forecast)
Absorbent
Absorbent
-2% Hygiene
Hygiene
-3%
Source: INDA, Association of the Nonwoven Fabrics Industry North
American Nonwovens Industry Outlook Report Contact Brad Kalil 12
HVACR | Q1 2018
Headquartered in Lexington, Kentucky, Amteck is one of the most prominent design/build electrical firms
headquartered in the Southeast. Its turnkey electrical services capabilities cover engineering and design, the
prefabrication of devices and contracting as well as specialty services such as managed maintenance
programs, cabling and fire alarm services. The company has national footprint supporting the expansion
efforts of a leading client base across various industries.
A second generation business, the majority owner was seeking an investment partner in order to achieve
some liquidity but also wanted to continue an active role in the business going forward. Capstone was hired
to run a process to find the right partner for the business for a majority recapitalization.
has been acquired by
Capstone managed a marketing process for the owners and targeted private equity groups interested in the
engineering, construction and electrical services sectors.
The company was recapitalized by Trive Capital, a Dallas-based private equity firm which is an experienced
investor in the engineering and construction sector. Trive emerged as the most credible potential partner and
appeared to have the acumen and operational experience needed to help Amteck best tackle its growth
initiatives.
Absorbent
Hygiene
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HVACR | Q1 2018
an asset of
has acquired
and
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HVACR | Q1 2018
Len LaPorta
Managing Director
llaporta@capstoneheadwaters.com | 203-813-3880 x203
Len has developed significant relationships with global manufacturing firms and financial sponsors focused in the industrial and
manufacturing sectors. Prior to becoming a banker, he focused on deal generation for several financial sponsors seeking platform
acquisitions involving highly-engineered products. Len has carved out a niche within the sector by focusing on US, Switzerland and
German-based firms.
Earlier in his career Len founded Crystal R&D, an FDA registered precision contract manufacturer focused on aerospace and medical device
sectors. Through acquisitions, he transformed the firm's operations and quality systems and was named a global supplier to C.R. Bard in
2006. Len's firm utilized the latest CNC machines to manufacture exacting tolerance components for the Bard Salute Laparoscopic
Disposable Fixation Device. Len personally revamped the entire supply chain over several years to provide scalability in becoming a world-
class manufacturer.
Len received his undergraduate degree from the US Naval Academy in 1987 and served with distinction as a Surface Warfare Officer for six
years. He received his MBA from Boston College.
Hilary Morrison
Vice President
hmorrison@capstoneheadwaters.com | 917-763-0121
Hilary Morrison is a Vice President in the Manufacturing and Industrials Group, bringing 10+ years of experience spanning Investment
Banking and Equity Research.
Prior to Capstone Headwaters, Hilary worked as a Vice President on the #1 rated Textile Manufacturing team at Lehman Brothers. She has
significant public company expertise with a focus on Industrials and Manufacturing M&A and carve-outs. She has also worked on
numerous strategic advisory and company valuation assignments.
Hilary graduated from Texas Christian University - M.J. Neeley School of Business, where she received her degree in International Finance
and French.
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EXTENDED INDUSTRIAL MANUFACTURING TEAM
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BUILT FOR THE MIDDLE MARKET
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