1. Overview of Headwaters
Industrial Technology Practice
December 2011
Denver • Boston • Burlington • Chicago • New York • Orange County • San Francisco • West Palm
3. HEADWATERS OVERVIEW
LEADING, INDEPENDENT MID-MARKET
INVESTMENT BANK
Independently owned, growth investment bank and advisory firm
Over $15 billion of middle market deals and over $75 billion of deal
experience
65 full-time senior professionals with national office footprint in the United
States
- Denver, Boise, Boston, Burlington, Chicago, Newport Beach, New York, Pittsburgh, San Francisco,
Washington D.C. & West Palm Beach
International track record; global reach
- Significant revenue from cross-border transactions
- Winner of “Cross Border Deal of the Year”
- Advisory partners in 30 countries
Formed via merger of Headwaters (founded 2001) and Source Capital
(founded 1982)
Leading firm serving the private wealth industry in North America, working
with entrepreneurs and business-owning families
3
4. INTRODUCTION
HEADWATERS IS YOUR PREMIER CHOICE
Relevant strategic sale/acquisition transaction expertise
- Significant advisory experience large, leadership companies in focus industries
Strong relationships across likely key strategic parties
- Sector focus means we are in frequent communication with likely interested parties
Unique Industrial market insights regarding:
- Strategic targets and investors - IP/Value chain
- Competitive and adjacent market activity - Growth markets
Ability to be flexible with your process to fit specific timing needs
- One size fits all auction processes often fail in complex situations, more nuance required
We think “outside the box”; complex situations require creative solutions
Track record of long-term client relationships and repeat transactions
We are industry specialists, bankers and strategists!
FINALIST INVESTMENT
DEAL OF THE YEAR BANK OF THE YEAR 2011
4
5. HEADWATERS OVERVIEW
BROAD PLATFORM CAPABILITIES
Headwaters MB
Investment Merchant Advisory Family Office
Banking Banking Services Direct Investment
• Builds value • M&A • Sponsor • Over 1,700
solutions contacts
• Creates • Capital raises
transaction • “Stressed” • Unique
• Specialty
backlog situations dedicated
products
practice
• Secures long- • Management
• Unique dept
term clients team support
capabilities
5
6. HEADWATERS OVERVIEW
INDUSTRY COVERAGE
Energy &
Basic Healthcare Consumer Natural
Industrials Retail Resources
-Building Materials -Biotechnology -Apparel & Accessories -Oil Field Services
-Waste Disposal/Management -Medical Devices -Food & Beverage -Renewable and Cleantech
-Heavy Construction -Technology and Services -Personal Service -Electric and Gas Services
-Construction Services -Refineries and Pipelines
-Biopharmaceuticals -Furniture & Fixtures
-Product Distribution -Fabricated Metal Industries
-Diagnostics -Healthy
-Chemicals & Allied Products living/Wellness -Metal Distribution
-Industrial & Commercial -Metals and Mining
Equipment
Industrial Financial Business TMT
Technology Services Services
-Community Banks -Technology and Telecom
-Automation Systems -Education & Training
-Finance & Mortgage -Media Growth
-Highly Engineered Subsystems -Staffing & Recruitment
& Components Companies -Software
-Professional Services &
-Measuring Instruments -Debt Trading & Placement Consulting -Mobile & Wireless
-Motion and Vibration Control -Investment Management -Information Technology -Internet & Digital Media
Companies Services
-Photonics, Lasers & Optics -Broadcasting & CATV
-Fin Technology -Business Process Outsourcing
-Powertrain
-Transportation & Logistics
6
7. HEADWATERS OVERVIEW
We are a trusted partner firm to bulge bracket investment
banks
7
8. HEADWATERS OVERVIEW
GLOBAL REACH
Headwaters has a strategic global partnership of 17 firms spanning 42 offices in 30 countries
Partners employ 240+ banking professionals organized around industry specialist groups
Closed 86 deals with aggregate value of $5.4 billion in 2010
8
10. HEADWATERS BACKGROUND
INDUSTRY COVERAGE
Industrial Technology
- Hi-tech manufacturing
Industrial
- Test & measurement equipment
- Sensors and photonics
- Factory automation
Consumer Products
Aerospace & Defense
- Aviation services
Energy - Defense products
- Defense technology
Building Products & Construction Services
Healthcare
- General contracting
- Specialty contracting
- Building products manufacturing and distribution
Tech/Telecom
Transportation and Logistics
- Logistics and distribution services
Business & Financial - Transportation vehicles and services
Services - Maritime
10
11. CASE STUDY
CASE STUDY: SALE TO INTERNATIONAL PLAYER
Overview
- Hydroid manufactures autonomous underwater vehicles for coastal
applications
- Uses include commercial and military applications
- The company boasts best in class technology
Deal Characteristics:
- Auction initiated by an unsolicited offer
- Buyer universe consisted of domestic and foreign targets
- High degree of competitive bidding
- Challenging regulatory approvals (CFIUS, HSR)
Sale to International Strategic Buyer
- The company was sold for $80mm to an international strategic
11
12. CASE STUDY
CASE STUDY: SPECTRO INC.
Overview
- Spectro manufactures mass spectroscopy instruments for machine
condition monitoring based on oil and fuel analysis
- Uses include commercial and military applications
- Company was operated by professional management team, seeking
to continue to grow, expand the business
Deal Characteristics:
- Controlled auction
- High degree of interest from international strategics, financial buyers
Result
- Sold to SFW Capital Partners in MBO
12
13. SENIOR INDUSTRIAL TECHNOLOGY M&A TEAM
• 25+ years of investment banking, executive management experience
• Managing Partner/co-founder of Axia Advisers
John Ippolito • Head of M&A at H.C. Wainwright, a full service investment banking firm that served
technology, healthcare and industrial growth companies
Managing Director • Managing Director at C.W. Downer & Company, a cross-border investment bank
• B.S. Industrial Engineering with Highest Distinction from Purdue University; MBA from
Harvard Business School
• 17+ years of investment banking, corporate development, consulting experience
• Senior Vice President of Investment Banking at Silverwood Partners
David Francione • Director of Corporate Development, Elcom International, Inc. ($500m public company)
Managing Director • Corporate Finance Associate at Advest, Inc. (acquired by Merrill Lynch)
• Board of Directors, University of Connecticut Alumni Assoc., investments/finance chair
• BS in Finance from CCSU with MBA from the University of Connecticut
• 20+ years of investment banking and capital markets experience
• Managing Partner/Founder of ISI Capital Partners
Grant Garbers • Managing Director and Partner at Roth Capital Partners
Managing Director • Principal/Founder of Access Group, a middle market investment banking firm
• BA University of Georgia, University of Pennsylvania, The Wharton School, Executive
Education in Mergers and Acquisitions
• 12+ years of investment banking experience
• Vice President, Kerlin Capital
Peter Nam • Senior Associate, global technology group at Credit Suisse First Boston
Director • Assistant Vice President, Robertson Stephens technology investment banking group
• BA in Economics from the University of California, Berkeley
• 8+ years of investment banking and corporate experience
Matt Huebner • Associate, Grubb & Ellis, Co., Industrial Group
Principal • BA in Economics and Business Institutions from Northwestern University
13
14. INTRODUCTION
HEADWATERS MB SENIOR MANAGEMENT
Phil Seefried Paul Janson Jack Maier
CEO, President & COO, Head of
Co-Founder Co-Founder Investment Banking
• 24+ years of capital markets and • 25+ years of operational and • 24+ years of capital markets and
investment banking experience with executive management experience in investment banking experience
Headwaters MB, CSFB Bankers Trust financial services and • Completed over $59 billion in
communications
• Co-Founded Headwaters MB in 2001 transactions
• Co-Founded Headwaters MB in 2001
• Former COO of Global Credit Group • Joined Headwaters MB in 2011
and Co-Head of Leveraged Finance at – Heads investment banking • Founder and Former Global Co-Head
CSFB committee and compliance of M&A, Legacy Partners (acquired
• Led M&A and capital markets – Active in telecommunications by FBR Capital Markets)
transactions for a number of investment banking transactions • Former Managing Director and
technology and telecommunications • Former CEO of Camiant and Global Head of Exclusive Sales Group
companies Worldbridge Broadband Services at DLJ / CSFB
• MBA, Stanford University • BA, Saint Anselm College • Previous firms include Wasserstein,
• BA, Williams College Perella & Co, and Drexel Burnham
Lambert
• MBA, Georgetown University
• BA, Wake Forest University
14
15. John Ippolito David Francione Matt Huebner
Managing Director Managing Director Principal
O. 781.273.6062 O. 617.419.2040 O. 303.531.5016
C. 617.513.2179 C. 617.458.9254 C. 303.522.1289
jippolito@headwatersmb.com dfrancione@headwatersmb.com mhuebner@headwatersmb.com
