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FINANCIAL SPONSORS INSIGHT Financial Sponsors Insight Consumer & Retail // Convenience Store & Fuel Products Distribution Diversified Industrials // Energy // Financial Services // Health Care // Real Estate Technology & Services APRIL 2020 IN THIS ISSUE Raymond James Overview...................... Economic Outlook.................................... Private Capital Solutions Group…………. Representative Transactions…………..... Sector Contacts..…………….………...…. 2 3 4 7 8 David Clark Managing Director Head of Financial Sponsors Group +1.617.624.7006 [email protected] Ben Rodman Managing Director +1.312.655.2633 [email protected] Christian Bullitt Managing Director +1.212.856.5414 [email protected] Edward Lee Managing Director +1.212.883.6586 [email protected] Dennis Zhang Managing Director & Head of Asia Coverage +1.415.616.8917 [email protected] Allan Bertie Managing Director Co-Head of European Investment Banking +44.754.235.2223 [email protected] Philip Stein Managing Director +49.89.23.23.77.50 [email protected] Stuart Sparkes Managing Director +44.203.798.5703 [email protected] EU BASED COVERAGE US BASED COVERAGE

Financial Sponsors Insight3.0 million accounts • Global institutional sales force with . 90+ professionals, servicing more than . 3,000 institutional accounts EQUITY RESEARCH •

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Page 1: Financial Sponsors Insight3.0 million accounts • Global institutional sales force with . 90+ professionals, servicing more than . 3,000 institutional accounts EQUITY RESEARCH •

FINANCIAL SPONSORS INSIGHT

Financial Sponsors InsightConsumer & Retail // Convenience Store & Fuel Products DistributionDiversified Industrials // Energy // Financial Services // Health Care // Real Estate Technology & Services

APRIL 2020

IN THIS ISSUE

Raymond James Overview......................Economic Outlook....................................Private Capital Solutions Group………….Representative Transactions………….....Sector Contacts..…………….………...….

2 3478

David ClarkManaging DirectorHead of Financial Sponsors Group [email protected]

Ben RodmanManaging Director [email protected]

Christian BullittManaging Director [email protected]

Edward LeeManaging Director [email protected]

Dennis ZhangManaging Director & Head of Asia [email protected]

Allan BertieManaging Director Co-Head of European Investment [email protected]

Philip SteinManaging Director [email protected]

Stuart SparkesManaging Director [email protected]

EU BASED COVERAGEUS BASED COVERAGE

Page 2: Financial Sponsors Insight3.0 million accounts • Global institutional sales force with . 90+ professionals, servicing more than . 3,000 institutional accounts EQUITY RESEARCH •

FINANCIAL SPONSORS INSIGHT

• Recognized with three M&A Deal of the Year awards in 2019 by The M&A Advisor• Recognized with one Best PE Growth Capital Deal award in 2019 by M&A Awards• Recognized with two Deal of the Year awards in 2019 at The M&A Advisor Turnaround Awards• Recognized with three International M&A Deal of the Year awards in 2019 by The M&A Advisor• Recognized with three M&A Deal of the Year awards in 2018 by The M&A Advisor• Recognized with five International M&A Deal of the Year awards in 2018 by The M&A Advisor• Honored with two Deal of the Year awards in 2018 at The M&A Advisor Turnaround Awards• Recognized with three M&A Deal of the Year awards in 2016 and 2017 by The M&A Advisor • Recognized with two International M&A Deal of the Year awards in 2017 by The M&A Advisor

RAYMOND JAMES

• Full-service financial services firm • Founded in 1962; public since 1983 (NYSE: RJF) • Fiscal 2019 net revenue over $7.6 billion; net income

over $1.03 billion • International operations in Brussels, Calgary,

Düsseldorf, Frankfurt, Geneva, London, Munich, Paris, Toronto, and Vancouver

INVESTMENT BANKING

• Over 375 investment banking professionals organized by industry and transaction groups

• Raised nearly $220 billion in capital for our corporate clients since 2015

• Completed over 720 middle-market M&Atransactions since 2015

EQUITY CAPITAL MARKETS

• Powerful institutional and retail distribution capabilities • More than 8,000 financial advisors serving nearly 3.0

million accounts• Global institutional sales force with 90+ professionals,

servicing more than 3,000 institutional accounts

EQUITY RESEARCH

• Over 60 fundamental equity analysts covering nearly 1,200 companies in nine highly focused industries

• Ranked in the top 10 among all brokers in the U.S. in StarMine Analyst Awards from Refinitiv over the past five-year period for total awards won (2019)

RAYMOND JAMES OVERVIEW*

AWARDS AND RECOGNITION**

RECENT PRESS RELEASES

4/09/20 – Raymond James European Investment Banking appoints Alastair Rogers as managing director of Diversified Industrials

3/31/20 – Raymond James appoints Allan Bertie as co-head of European Investment Banking

3/31/20 – Raymond James announces closing of offering of $500 million senior notes

3/27/20 – Raymond James to donate $1.5 million to aid those impacted by COVID-19

RAYMOND JAMES IN THE NEWS

Ed Mills on BloombergEd Mills, Washington Policy Analyst for equity research at Raymond James, discusses the impact of the coronavirus on the markets. He speaks to Bloomberg's Scarlet Fu and Romaine Bostick on “What’d You Miss?.” Watch here.

2*As of 2019 fiscal year-end**Criteria for the awards can be found at https://www.raymondjames.com/corporations-and-institutions/accolades

Page 3: Financial Sponsors Insight3.0 million accounts • Global institutional sales force with . 90+ professionals, servicing more than . 3,000 institutional accounts EQUITY RESEARCH •

FINANCIAL SPONSORS INSIGHT

3

ECONOMIC & HEALTHCARE POLICY SNAPSHOT

*This information comes from a weekly COVID-19 webinar that Raymond James hosts on Sunday nights, featuring our Healthcare Policy analyst, Chris Meekins.Source: Raymond James Research

Weekly Economic Monitor – Unprecedented

Chief Economist Scott Brown discusses current economic conditions.

The broad range of economic data signal that a recession began in March. Real Gross Domestic Product (GDP, the total of final goods and services produced in our economy) is expected to have fallen in the advance estimate for 1Q20. The 2Q20 figures will show an unprecedented decline in activity. Weekly claims for unemployment benefits suggest that the pace of job losses has slowed in the last few weeks, but the pace has remained exceptionally high. One in seven U.S. workers has filed a claim in the last five weeks. Meanwhile, lawmakers in Washington approved another $484 billion in fiscal aid, bringing the total so far to about $3 trillion.

Some 26.5 million workers filed a claim for unemployment benefits in the last five weeks. That figure is inflated a bit by the seasonal adjustment (unadjusted claims normally trend low in the spring). However, we know that not every laid-off worker can file a claim. Still, the magnitude here is gut wrenching. Prior to seasonal adjustment, 24.4 million people filed in the last 12 weeks. That’s nearly 15% of the labor force or one in every seven workers. The government will provide extended unemployment benefits and expand eligibility, but the loss of income will, in turn, reduce spending – and that spending is someone else’s income. Second- and third-round effects will add to economic weakness in the near term and hinder the recovery process. However, fiscal stimulus will help to counter those effects.

Weakness in retail sales and industrial production in March was severe enough to generate declines in quarterly figures. The Chicago Fed’s National Activity Index, a composite of 85 economic indicators fell sharply, and the three-month average, at -1.47, was well below -0.70, the level associated with an increased chance that a recession has begun. The National Bureau of Economic Research’s Business Cycle Dating Committee (BCDC) defines a recession as “a significant decline in economic activity spreads across the economy, lasting from a few months to more than a year.” There is no set definition of “economic activity,” but the BCDC takes that to mean various measures of broad activity, such as GDP, nonfarm payrolls, and inflation-adjusted personal income.

– Raymond James Weekly Economic Monitor – April 24th, 2020 Read here

COVID-19 – Scenario Updates, Phase 4 Fiscal Relief What's Next*

Raymond James Healthcare Policy Analyst Chris Meekins discusses COVID-19

Cases. The U.S. has surpassed 50,000 identified deaths and will surpass 1,000,000 identified cases in the next 24 hours. The good news is that the rate of increase in identified cases of the virus is dropping. We continue to believe the number of infections and deaths are notably higher than official counts. We believe the number of infections in the U.S. based on some recent studies could be above 20,000,000.

Testing. U.S. COVID-19 testing execution ramped up this week, averaging almost 212,000 tests per day. Recent FDA approval of spun swabs using saline solution and more complete utilization of existing labs have both contributed to improved statistics. Antibody tests are slowly but surely becoming more available though questions remain about their accuracy.

Reopenings. States like Georgia, South Carolina, and Oklahoma are gradually reopening the doors of nonessential businesses. We do not believe any are ready to open on a wide scale. As leaders weigh the costs and benefits of protecting public health vs. reviving economies, they should remember that a premature opening and possible resurgence could hurt both parties.

Testing Changes. Recent FDA approval of spun swabs using saline solution and more complete utilization of existing labs have increased the number of tests. Over the weekend, Dr. Fauci stated that the amount of testing needs to dramatically increase before reopenings should occur.

– Raymond James COVID-19 Update – April 26th, 2020 Read here

Page 4: Financial Sponsors Insight3.0 million accounts • Global institutional sales force with . 90+ professionals, servicing more than . 3,000 institutional accounts EQUITY RESEARCH •

FINANCIAL SPONSORS INSIGHT

4

Raymond James’s Private Capital Solutions team has a proven track record of providing independent advice and implementing the optimal transaction enabling clients to efficiently

achieve their objective.

20+Dedicated bankers

Advised on over $10 billion of debt and equity

financing commitments

Proprietary network of over 1,000

capital sources

Transactions consummated involving over $100 billionof obligations

Delivered 30+fairness opinions, solvency opinions,

valuations, and expert reports

200+restructuring

distressed M&A, recapitalizations and Chapter 11

assignments

Deal Awards* Industry Awards

Individual Awards

2014 + 2015 Turnaround

Investment Banking Firm of the Year

from M&A Advisor

Recognized as a 2019 Outstanding

Investment Banking Firm by

Turnarounds & Workouts

Top 100 Restructuring &

Turnaround Professionals

Emerging Leaders Award Winner (2016)

How We Serve Our Clients

Dedicated Team with Extensive Transaction ExperienceDeep Analysis and Understanding of Every Situation

Comprehensively assess company performance and capital structure, industry landscape, market dynamics

Accurately present the relative advantages / disadvantages of viable alternatives, process timelines and impacts on constituents

Evaluate, strongly recommend and implement the strategy (or strategies) that will provide maximum value based on client goals and objectives

Immediately commence work in the most efficient manner, utilizing senior banker resources across industry and product expertise

Company Performance

Capital Structure

Industry Landscape

Market Dynamics

Legal System and

Strategy

Key Group Stats Awards

SPOTLIGHT – PRIVATE CAPITAL SOLUTIONS GROUP

*Includes deal awards presented by M&A Advisor Turnaround awards in 2018 and 2019.Criteria for the awards can be found at https://www.raymondjames.com/corporations-and-institutions/accolades

Page 5: Financial Sponsors Insight3.0 million accounts • Global institutional sales force with . 90+ professionals, servicing more than . 3,000 institutional accounts EQUITY RESEARCH •

FINANCIAL SPONSORS INSIGHT

5

Our Private Capital Solutions and Recapitalization & Restructuring Team offers bespoke solutions to creatively address client needs.

Restructuring Advisory Capabilities

Strategic Advisory Restructuring Advisory

Debt & Equity Advisory Capabilities

Capital Advisory Financing Structures

Develop financial and transaction strategies– Target identification– Divestitures

Business plan and financial forecast creation, assessment and implementation Operational and cost reduction improvement

initiatives Develop managerial metrics Fairness opinions

Out-of-court restructurings Distressed M&A Chapter 11 advisory Debt capacity analyses Exchange offers Informal workouts Liquidity and cash-flow forecasting and analyses UCC sales Valuation

Skilled at selling unique, storied credits, where positioning is critical Cost Effective Process

– Eliminate costs and fees of syndication and clubbing deals

– Client is able to fully vet multiple alternativesprior to committing to any lead capital provider

Execution Speed- Master NDAs in place with over 300 key

investors increases speed of execution- Track record of closing transactions in

compressed timeframes

Debt and Equity Capital Products– Asset Based Senior– Cash Flow Senior– Unitranche– Second Lien– Mezzanine and Equity-Linked– Structured Equity

• Special Situation Capital– Non-Traditional Asset Based– Bridge Financings– Distressed Financings

SPOTLIGHT – PRIVATE CAPITAL SOLUTIONS GROUP

Page 6: Financial Sponsors Insight3.0 million accounts • Global institutional sales force with . 90+ professionals, servicing more than . 3,000 institutional accounts EQUITY RESEARCH •

FINANCIAL SPONSORS INSIGHT

6

SPOTLIGHT – PRIVATE CAPITAL SOLUTIONS GROUP

Private Capital Solutions Transaction Experience

Recapitalization & Restructuring Transaction Experience

Financial Advisor to the Company

Oklahoma

Has been acquired by

Financial Advisor to the Company

Provided a C$100,000,000 senior credit facility to

An asset-backed loan fund of

Financial Advisor to the Company

$420,000,000Global First Lien ABLFacility

$120,000,000Incremental First Lien ABL

Facility$300,000,000

Original First Lien ABLFacility

Financial Advisor to the Company

$18,375,000Majority Recapitalization

Financial Advisor to the Company

$125,000,000Senior Secured Credit

Facility

Financial Advisor to the Company

a portfolio company of

$65,000,000Senior Secured Credit Facility

Financial Advisor to the Company

C$50,000,000Senior Secured Credit

FacilityUndisclosed

Preferred Equity

Financial Advisor to the Company

$755,000,000Acquisition Financing

Financial Advisor to the Company

$300,000,000Junior Capital Financing

Financial Advisor to the Company

Senior Secured NotesFinancing provided by

Financial Advisor to the Company

a portfolio company of

Minority Recapitalization

Financial Advisor to the Company

Has been acquired by

Financial Advisor to the Company

$50,000,000 PIPERecapitalization including

Equity Financing for Acquisition of SafeOp

Surgical and Amendment / Extension of Credit Facility

Financial Advisor to the Company

a portfolio company of

Has been acquired by

Financial Advisor to the Company

a portfolio company of

Has been acquired by

Financial Advisor to the Company

Has been acquired through a§363 Saleby

Perimeter Healthcare

Financial Advisor to the Company

Has been acquired via§363 sale transaction by

Financial Advisor to the Company

§363 Sale Transaction

Financial Advisor to the Company

$800,000,000+

Out-of-Court Restructuring

Preferred Equity Raise and ABL Facility

Financial Advisor to the Company

Has been acquired by an affiliate of

Financial Advisor to the Company

$140,000,000Senior Secured CreditFacility Refinancing

Financial Advisor to the Company

$275,000,000Senior Secured CreditFacility Second Lien Term Loan Preferred

Equity

Financial Advisor to the Company

€164,000,000Senior Secured Credit

Facility AcquisitionFinancing

Financial Advisor to the Company

$110,000,000Revolving Line of Credit

$130,000,000Incremental Revolver & TL

Facility$70,000,000

Convertible Preferred Equity

Financial Advisor to the Company

Private placement of subordinated debt

Sole Placement Agent

*Includes selected transactions from August 2018 – April 2020.

Page 7: Financial Sponsors Insight3.0 million accounts • Global institutional sales force with . 90+ professionals, servicing more than . 3,000 institutional accounts EQUITY RESEARCH •

FINANCIAL SPONSORS INSIGHT

RECENT RAYMOND JAMES SPONSOR-RELATED ACTIVITY

*Representative Raymond James sponsor-related deals closed through 4/21/20.7

January 2020

Has been recapitalized by

January 2020

Portfolio companies of

Has entered into a definitive agreement to be acquired by

December 2019

Has been acquired by

December 2019

Has entered into a definitive agreement to acquire

A portfolio company of

December 2019

A portfolio company of

Has been acquired by

November 2019

Have acquired

December 2019

Has been acquired by

A portfolio company of

Workspace Management Business

November 2019

A portfolio company of

Has been acquired by

November 2019

A portfolio company of

Has been acquired by

November 2019

Has agreed to sell a majority stake to

October 2019

Has been acquired by

November 2019

Have been acquired by

Subsidiaries of

September 2019

A subsidiary of

Has been acquired by

October 2019

A portfolio company of

Has been acquired by

October 2019

A portfolio company of

Has divested its patient safety business to

February 2020

Has been acquired by

February 2020

Has entered into a definitive agreement to be acquired by

A portfolio company of

January 2020

Has acquired

February 2020

Has acquired

February 2020

Initial Public Offering$63,692,316

Left Bookrunner

February 2020

A portfolio company of

Has been acquired by

March 2020

A portfolio company of

Has been acquired by

March 2020

A portfolio company of

Has been acquired by

March 2020

Out-of-Court RestructuringMinority Recapitalization ABL

Facility

A portfolio company of

March 2020

6.0% Tangible Equity Units$775,000,000

Bookrunning Manager

$1,425,000,000Common Shares

March 2020

& the managing shareholders

Have sold

To

March 2020

Has invested in

April 2020

A portfolio company of

Has been acquired by

April 2020

Public Takeover of

A portfolio company of

April 2020

A portfolio company of

Recommended cash offer for

Page 8: Financial Sponsors Insight3.0 million accounts • Global institutional sales force with . 90+ professionals, servicing more than . 3,000 institutional accounts EQUITY RESEARCH •

FINANCIAL SPONSORS INSIGHT

8

INVESTMENT BANKINGJim Bunn | Senior Managing DirectorPresident of Global Equities & Investment BankingSteve Hufford | Managing DirectorChief Operating Officer, Co-Head of European Advisory

INDUSTRY CONTACTSConsumer & RetailMark Goodman | Managing DirectorHead of Consumer & Retail Group

Convenience Store & Fuel Products DistributionScott Garfinkel | Managing DirectorHead of Convenience Store & Fuel Products Distribution Group

Diversified IndustrialsAlper Cetingok | Managing DirectorHead of Diversified Industrials Group

EnergyMarshall Adkins | Managing DirectorHead of Energy Group

European AdvisorySteve Hufford | Managing DirectorChief Operating Officer, Co-Head of European AdvisoryAllan Bertie | Co-Head of European Advisory

Financial ServicesJohn Roddy | Managing DirectorHead of Financial Services Group

Health CareRiley Sweat | Managing Director Co-Head of Health Care GroupAndrew Gitkin | Managing Director Co-Head of Health Care Group

Real EstateBrad Butcher | Managing DirectorCo-Head of Real Estate GroupJamie Graff | Managing DirectorCo-Head of Real Estate Group

Technology & ServicesBrendan Ryan | Managing DirectorCo-Head of Technology & Services GroupJon Steele | Managing DirectorCo-Head of Technology & Services Group

SPECIALTY TRANSACTION GROUP CONTACTSPrivate Capital Solutions and Recapitalization & RestructuringGeoff Richards | Managing DirectorHead of Private Capital Solutions Group

Mergers & AcquisitionsJeff Maxwell | Managing DirectorHead of Mergers & Acquisitions Group

Credit FinanceRaj Singh | Vice Chairman of Investment BankingHead of Credit Finance Group

©2020 Raymond James & Associates, Inc., member New York Stock Exchange/SIPC

UPCOMING CONFERENCESEvents have been canceled or postponed due to COVID-19

RECENT CONFERENCESDecember 9th – 11th

RJ Technology Investors Conference

January 13th – 15th

ICR Conference

January 21st

ACG Boston BIG Deal Event

January 27th – 28th

ACG Northeast Dealmaking Conference

February 18th – 20th

WWETT Show 2020

March 1st – 4th

RJ Institutional Investors Conference

RAYMOND JAMES FEATURED NEWSLETTERS Defense & Government Services Market Intel Report

Education Technology Insight

Executive Freight Trends Digest

FinTech Monthly

Food & Beverage Insight

Human Capital Monthly

M&A Insight

Software Insight

Water Quarterly Newsletter

RAYMOND JAMES EQUITY RESEARCHApril 2020 Research Register

Raymond James Top Stock Picks 2020

The information contained within this material has been obtained from sources considered reliable, but we do not guarantee the foregoing material is accurate or complete. This report was prepared within Raymond James & Associates’ Investment Banking Department and is information purposes only. This report is not a product of Raymond James & Associates’ Research Department; recipients of this report should not interpret the information herein as sufficient grounds for an investment decision or any other decision. The report shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities mentioned herein; past performance does not guarantee future results. Any performance mentioned does not include transaction fees and costs which would reduce an investor’s return. An investment cannot be made directly in a market index.