METALS & METALS PROCESSING

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M AC R O E N V I R O N M E N T

M A R K E T U P DAT E

A B O U T U S

TA B L E O F C O N T E N T S

INSIDER

VINCENT J. PAPPALARDOMETALS GROUP HEAD312.658.4772VPAPPALARDO@BGLCO.COM

HUBERT DE LA VAUVREVICE PRESIDENT 312.658.4769HDELAVAUVRE@BGLCO.COM

B G L C O . C O M

A P R I L | 2 0 2 0

The coronavirus pandemic has dramatically altered the growth outlook with analysts uncertain what the economy will look like even one quarter out. Projections are in flux in this rapidly-changing environment, with outlooks of both a ”U” shaped and ”V” shaped recovery. The good news is most forecasts include a recovery within the next six to 12 months.

The U.S. manufacturing sector contracted in March with a PMI reading of 49.1 percent, down from 50.1 percent in February. More telling were readings in the New Order Index (down 7.6 percent) and Supplier Deliveries Index (up 7.7 percent), underscoring slowing demand and supply chain disruption

2 M E T A L S & M E T A L S P R O C E S S I N G | M A C R O E N V I R O N M E N T

MARKET DISLOCATION

stemming from coronavirus issues. “The coronavirus pandemic and shocks in global energy markets have impacted all manufacturing sectors,” commented Timothy Fiore, Chair of the ISM Manufacturing Business Survey Committee.

Year-to-date domestic steel production through April* was 26.3 million net tons, down 4.9 percent from the same period a year ago, at a capacity utilization rate of 77.9 percent (down from 81.5 percent).

*April 11, 2020

ECONOMY UNCERTAIN

Steel Production

Scrap Light Vehicle Sales

Source: Monthly averages, AMM

Source: Monthly averages, AMM Source: FRED

Construction Spending

Source: U.S. Census Bureau

$300

$400

$500

$600

$700

$800

$900

$1,000

Jan

-13

Nov

-13

Sep-

14

Jun

-15

Apr

-16

Jan

-17

Nov

-17

Aug

-18

Jun

-19

Mar

-20

$ P

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etri

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Coiled Plate Hot-rolled Coil Steel Bar

$0

$200,000

$400,000

$600,000

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Total Construction Total Nonresidential

$100

$150

$200

$250

$300

$350

$400

$450

Jan-

13

Nov

-13

Sep-

14

Jun-

15

Apr-

16

Jan-

17

Nov

-17

Aug-

18

Jun-

19

Mar

-20

$ P

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No. 1 Heavy Melt Shredded Auto

0.0

4.0

8.0

12.0

16.0

20.0

Jan-

13

Oct

-13

Jul-1

4

May

-15

Feb-

16

Dec-

16

Sep-

17

Jul-1

8

Apr-1

9

Feb-

20

Mill

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MARKET UPDATE

The economic and societal impacts of the coronavirus pandemic are far-reaching, with ripple effects across industries, geographies, and financial markets. While media reporting of the bad news—economies in recession, equity market volatility, supply chain disruption, curtailed consumer spending—is well-covered, positive headlines are slowly beginning to emerge suggesting that the current market dislocation does have an end in sight.

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THE SUN WILL COME OUT TOMORROW

“Consultant predicts a postcoronavirus ’construction tsunami,” Construction Dive, April 2, 2020

Management consulting firm Pioneer IQ forecasts a faster road to recovery in the U.S. economy, with a silver lining of reshoring manufacturing activity, reported Construction Dive. Pioneer IQ predicts at least two more weeks before the crisis peaks in the U.S., and the country begins to see some return to normalcy by mid-May, Keith Prather predicated; explicit in this prediction are his assumptions of onassuming 1) adequate virus containment, 2) development of a successful COVID-19 treatment program, and 3) a reduction in the mortality rate.

According to Construction Dive, Prather highlighted coronavirus-induced supply chain disruptions, particularly involving goods from China, sharing the opinion that “…American businesses will be hesitant to resume orders from this part of the world.” “We believe that going forward there will be a lot of reshoring back in the U.S. where we’ll see an increase in our manufacturing ability here as well as heading into Mexico,” Prather said. Reshoring will spur a “surge” of new manufacturing- and supply chain-related construction projects such as factories and warehouses, he added.

Prather speaks to a “construction tsunami” beginning in the third quarter, driven by pent-up market demand, low interest rates, and a “tremendous amount of liquidity being pumped back into the market.”

“Most See Third Quarter Recovery,” Private Equity Professional, March 31, 2020

A majority of corporate executives anticipate a medium-term recovery in the economy, according to findings from Ernst & Young’s (E&Y) Capital Confidence Barometer (CCB) survey released this March. Fifty-four percent expect a U-shaped recovery, or a period of slower economic activity extending into 2021, while a more optimistic 38 percent predict a V-shaped recovery with economic activity returning to normal in the third quarter of 2020. The survey polled more than 2,900 global C-Suite executives in 46 countries and across 14 sectors.

Companies are not delaying external growth plans. Fifty-six percent of survey respondents are actively planning to pursue acquisitions in the next 12 months. “Lessons have been learned from the 2008–12 M&A downturn which hindsight shows was an opportunity to make acquisitions of high-quality assets that would have fueled faster growth in a recovering market,” commented E&Y Global Vice Chair Steve Krouskos.

JPMorgan: “The best possible outcome for a quick market recovery is shaping up as signs emerge globally,” Business Insider, April 1, 2020 Aggressive central bank stimulus measures and positive economic data from China could support an ”always hoped-for V-shaped recovery,” reported Business Insider, citing JP Morgan analysts. China’s PMI index increased 9.8 points to 50.1 in March, following a 10.8-point decline in February. Business Insider highlighted the Federal Reserve’s purchases of Treasury securities, mortgage-backed securities, and municipal bonds, which reportedly have already helped the asset classes retrace half of their losses. “Such rebounds — which forecast sharp recoveries after short-lived lows — have been the most common trend in economic growth and corporate earnings over the past 50 years,” wrote John Normand in a note to clients. “While the US and global economic output may exhibit a slower, U-shaped recovery as activity takes several quarters to normalize, gross-domestic-product growth and profits could surge to previous highs much faster.”

MARKET UPDATE

4 M E T A L S & M E T A L S P R O C E S S I N G | M A R K E T U P D A T E

THE SUN WILL COME OUT TOMORROW

Current Buzz

Takeaways we have learned based on conversations with clients, private equity sponsors, and lenders:

Readying for a rebound. Metals M&A activity was continuing at a brisk pace before the market disruption, with corporate and private equity buyers active across the metals value chain.

Acquisitions still remain a primary lever to achieve growth targets, with some investors seeing the current environment as a buying opportunity to acquire capabilities and enter new markets. Well-capitalized buyers will continue to be opportunistic at the “tuck-in” level, seeking capabilities that fit into forward strategies. Findings from E&Y’s CCB revealed bolt-on acquisitions will dominate planned M&A activity (42 percent of responses), in addition to acquisition of transitional capabilities (31 percent).

Bank balance sheets are healthy. Private debt funds are plentiful and eager to invest capital. Private equity funds are coming off years of record fund raising. Significant dry powder will need to be deployed in growth acquisitions. Private equity will be creative in how they deploy capital in today’s market, with more seeking minority equity stakes and looking at sharing risk opportunistically.

The credit markets are open…selectively. The cost of debt is going up. Lenders are seeking downside protection in higher spreads and Libor floors. Anecdotally, pricing spreads have increased by an additional 100-200 basis points over Libor, and lenders are reportedly instituting Libor floors of 1 to 2 percent to compensate for increased market risk.

Leverage multiples are more conservative. Equity contribution has increased from 40 percent, on average, to 50 or 60 percent. While company- and deal-specific, we generally expect to see only a modest valuation impact as metals companies already demanded lower leverage.

Balance sheet preservation is top of mind. Some companies are drawing down on their revolvers and credit lines as liquidity protection.

Activity has slowed but not grinded to a halt. Pockets of continued demand are out there.

R AT I O N A L EDAT E TA R G E T B U Y E R D E A L S TAT S

Enterprise Value (EV): $340M

Enterprise Value (EV): $1.27BEV/Revenue: .60xEV/EBITDA: 15.6x

M&

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5 M E T A L S & M E T A L S P R O C E S S I N G | I N D U S T R Y M E T R I C S

R AT I O N A L EDAT E TA R G E T B U Y E R

S o u r c e s : S & P C a p i t a l I Q , P i t c h B o o k , E q u i t y R e s e a r c h , p u b l i c d a t a .N o t e s : 1 E V d e f i n e d a s E n t e r p r i s e Va l u e .

D E A LM E T R I C S 1

EV: $3BEV/Revenue: .48xEV/EBITDA: 4.61x

M a r - 2 0 Acquisition creates a vertically integrated steel manufacturer with value-added processing capabilities.

M a r - 2 0 Midwest Can is a leading manufacturer of portable fuel containers. Argand stated plans to accelerate growth through product line and geographic expansion.

Fe b - 2 0Manufacturer of high pressure forged fittings and branch connections sold into the downstream oil & gas, petrochemical, LNG, industrial, and shipbuilding end markets.

J a n - 2 0

With the acquisition of P-K Tool, Modineer will broaden its capabilities and enter new end markets. The precision metal components supplier provides tool design and build, welding, laser cutting, machining, and assembly to customers in diverse industries including power sports and Tier 1-2 automotive. The company operates manufacturing facilities in Illinois, Kentucky, New Mexico, and Mexico.

J a n - 2 0Platform acquisition in precision metal fabrication. In addition to cutting/punching and forming, Fab-Tech provides secondary processes such as welding, hardware installation, powder coating/painting, and printing.

J a n - 2 0Acquisition adds scale and broadens ARCH’s exposure to customers in the aerospace and defense market. Arundel produces high-precision components and assemblies primarily for the aerospace and defense market, as well as the semiconductor and oil and gas industries.

J a n - 2 0Acquisition adds scale and extends Pioneer’s reach into the aerospace and defense and medical end markets. Pilkington also serves the general industrial, consumer goods, and other industries. The company provides anodizing, powder coating, wet coating, non-destructive testing, and heat-treating services.

J a n - 2 0Acquisition adds additive manufacturing, increases APG’s product offering in consumable part manufacturing, and positions the company to provide multiple repair development processes currently not offered in the heavy-frame gas turbine service sector.

J a n - 2 0Platform acquisition in precision metal fabrication. MPI produces high-precision, fineblanked metal components for mission- and safety-critical automotive systems (engine, chassis, axles, exhaust, transmission, and seating) and industrial applications. Turnspire stated plans to fund growth through expansion into adjacent markets and strategic acquisitions.

J a n - 2 0EDSCO manufactures mission-critical anchoring systems for power transmission poles and other large steel structures. Products include anchor cages, 18J rebar bolts, smooth bar bolts, bolt hardware, plates, and other fabricated products.

M a r - 2 0Acquisition establishes new business line, adding leading producer of special nickel alloys and high-performance stainless steels, and increases access to higher value-add applications in such industries as chemicals, engineering, energy, electronics, automotive, and aerospace.

M a r - 2 0Identified as transformative, the acquisition advances value-creation strategy in specialty materials. Reading Alloys produces highly-engineered master alloys, thermal barrier coatings, and titanium powders for mission critical applications in the aerospace, defense, medical, and industrial markets.

EV: $250MEV/Revenue: 1.56x

Pe n d i n g

M a r - 2 0

M a r - 2 0

Acquisition grows global manufacturing footprint with the addition of deep drawing capabilities in North America and furthers ”local for local” strategy. T&M primarily supplies deep-drawn components to the automotive industry and also serves the HVAC and other industrial markets.

Platform acquisition in metal fabrication. Rainier Welding produces fabricated steel structures used in the transportation and marine sectors, such as casings and seismic upgrades, bridge work, marine work-docks and fenders, structural steel, railings, and sign bridges and cantilevers.

Acquisition establishes growth platform in metal fabrication. TCP provides roll forming, stamping, welding, and various assembly processes for the automotive industry. The company specializes in glass hardware components, including window sashes, lift plates, sunroof reinforcements, and decorative trim.

EV: $576MEV/EBITDA: 5.48x

R AT I O N A L EDAT E TA R G E T B U Y E R D E A L S TAT S

Enterprise Value (EV): $340M

Enterprise Value (EV): $1.27BEV/Revenue: .60xEV/EBITDA: 15.6x

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6 M E T A L S & M E T A L S P R O C E S S I N G | I N D U S T R Y M E T R I C S

R AT I O N A L EDAT E TA R G E T B U Y E R

D e c - 1 9 ISA processes ferrous and nonferrous metals and other recyclables. River Metals Recycling is a subsidiary of David J. Joseph Co.

EV: $23.3M

S o u r c e s : S & P C a p i t a l I Q , P i t c h B o o k , E q u i t y R e s e a r c h , p u b l i c d a t a .N o t e s : 1 E V d e f i n e d a s E n t e r p r i s e Va l u e .

D E A LM E T R I C S 1

J a n - 2 0Manufacturer of specialty fasteners serving the agriculture, transportation, commercial construction, and general industrial markets. The combination is expected to strengthen EFG’s focus on distribution and strengthens its product offering into that channel.

J a n - 2 0

Acquisition adds sound attenuation products to United Enertech’s offering and expands its West Coast presence. Metal Form supplies air control, sound control, and evaporative cooling products for commercial, industrial, and institutional applications.

J a n - 2 0Acquisition adds significant scale in the aerospace & defense sector and further develops PFG’s oil & gas business. Amforge produces closed die, upset, and rolled ring forgings, expanding PFG’s forging capabilities and capacity.

P r e m i e r F o r g e

J a n - 2 0Vitex supplies aluminum extrusions, machining, and fabrication services, broadening MMG’s reach as a complete contract manufacturing partner to its customers.

D e c - 1 9Acquisition furthers strategy of acquiring high margin businesses focused on specialty products and further supports its customer and product diversification strategy.

D e c - 1 9Merger creates leading custom sheet metal fabricator with a broader product offering, added scale, increased engineering expertise, and wider geographic reach. Porter’s adds three production facilities growing Maysteel’s manufacturing footprint to six locations.

D e c - 1 9 Acquisition broadens product range for the aerospace market adding manufacturer of self-locking and self-sealing fasteners.

D e c - 1 9 Ford Steel supplies abrasion and impact-resistant plate, bar, and other steel products to customers in the mining, rock aggregate, and construction industries.

N o r t h S h o r eS u p p l y C o m p a n y

D e c - 1 9Acquisition establishes growth platform in metal fabrication. Mattco manufactures engineered forged metal products primarily for the aerospace & defense industry. Blue Point stated plans to expand the company’s production capabilities, improve its supply-chain management, and enhance its business infrastructure.

D e c - 1 9 Acquisition broadens product range, adding high volume, heavy bare and tinned wire to IW’s capabilities. Owl is recognized as a leader in copper wire.

J a n - 2 0Acquisition increases Sandvik’s U.S. presence where stainless steel and high nickel tubes are a priority. Summerill supplies high precision tubes and seamless and welded tubing to the aerospace, transportation, and petrochemical industries.

D e c - 1 9Tooling Dynamics manufactures high volume, precision metal stamping and Swiss screw machining. Acquisition significantly expands Sigma’s capabilities in precision, thin gauge, tight tolerance metal parts for electronic and telecommunications applications.

D e c - 1 9Acquisition of U.S. iron casting operations which manufactures ductile, gray, and specialty iron castings and machined components for automotive, commercial vehicle, and industrial markets.

EV: $245MEV/Revenue: .31x

D e c - 1 9Acquisition increases vertical integration synergies, offering product line, capability, and geographic expansion opportunities and access to new markets. Metalex manufactures expanded metal, perforated metal, perforated tubes, spiral tubes, filter mesh, grating, and architectural metal.

M o r t o n G l o b a l L L C EV: $5MEV/Revenue: .13x

INDUSTRY METRICS

7 M E T A L S & M E T A L S P R O C E S S I N G | I N D U S T R Y M E T R I C S

PUBLIC COMPANY OPERATING METRICS

NOTE: (1) As of 4/13/2020.(2) Market Capitalization is the aggregate value of a �rm's outstanding common stock.(3) Enterprise Value is the total value of a �rm (including all debt and equity).(4) Pending acquisition.Source: S&P Capital IQ.

($ in millions, except per share data) CCuurrrreenntt %% ooff MMaarrkkeett EEnntteerrpprriissee TToottaall DDeebbtt// TTTTMMCCoommppaannyy NNaammee CCoouunnttrryy TTiicckkeerr SSttoocckk PPrriiccee ((11)) 5522WW HHiigghh CCaappiittaalliizzaattiioonn ((22)) VVaalluuee ((33)) RReevveennuuee EEBBIITTDDAA EEBBIITTDDAA RReevveennuuee GGrroossss EEBBIITTDDAA

SSEERRVVIICCEE CCEENNTTEERRSS

Reliance Steel & Aluminum Co. United States RS $87.20 71.4% $5,549 $7,173 0.65x 5.5x 1.4x $10,974 30.3% 11.2%

Russel Metals Inc. Canada RUS 10.44 59.5% 649 1,080 0.41x 7.5x 3.1x 2,834 17.0% 5.0%

Ryerson Holding Corporation United States RYI 4.92 39.2% 184 1,326 0.29x 4.8x 4.2x 4,502 18.4% 5.5%

Olympic Steel, Inc. United States ZEUS 9.56 51.9% 105 322 0.20x 8.1x 5.6x 1,579 18.9% 1.9%

MMeeddiiaann $$1100..0000 5555..77%% $$441177 $$11,,220033 00..3355xx 66..55xx 33..66xx $$33,,666688 1188..77%% 55..33%%

MMeeaann $$2288..0033 5555..55%% $$11,,662222 $$22,,447755 00..3399xx 66..55xx 33..55xx $$44,,997722 2211..22%% 55..99%%

SSTTEEEELL MMIILLLLSS

Nucor Corporation United States NUE $38.79 65.4% $11,681 $14,871 0.66x 5.4x 1.7x $22,589 12.0% 12.0%

Steel Dynamics, Inc. United States STLD 23.67 66.1% 5,034 6,189 0.59x 4.6x 2.1x 10,465 14.6% 12.5%

Commercial Metals Company United States CMC 16.09 66.9% 1,916 2,978 0.51x 4.4x 1.9x 5,875 16.4% 11.0%

United States Steel Corporation United States X 6.80 39.0% 1,158 4,288 0.33x 8.1x 7.3x 12,937 7.2% 3.4%

TimkenSteel Corporation United States TMST 3.30 29.1% 148 304 0.25x NM NM 1,209 2.1% -1.8%

MMeeddiiaann $$1166..0099 6655..44%% $$11,,991166 $$44,,228888 00..5511xx 55..00xx 22..00xx $$1100,,446655 1122..00%% 1111..00%%

MMeeaann $$1177..7733 5533..33%% $$33,,998877 $$55,,772266 00..4477xx 55..66xx 33..22xx $$1100,,661155 1100..55%% 77..44%%

SSPPEECCIIAALLTTYY MMEETTAALLSS

Allegheny Technologies IncorporatedUnited States ATI $8.66 32.5% $1,097 $2,187 0.53x 4.9x 3.2x $4,123 15.5% 10.5%

Carpenter Technology Corporation United States CRS 21.27 37.8% 1,017 1,717 0.71x 4.5x 1.9x 2,410 19.6% 15.5%

Haynes International, Inc. United States HAYN 20.28 51.9% 253 230 0.47x 5.8x 0.3x 492 14.8% 8.1%

Universal Stainless & Alloy Products, United States USAP 7.95 43.7% 70 135 0.55x 5.6x 2.7x 243 11.4% 9.8%

MMeeddiiaann $$1144..4477 4400..77%% $$663355 $$997744 00..5544xx 55..33xx 22..33xx $$11,,445511 1155..22%% 1100..22%%

MMeeaann $$1144..5544 4411..55%% $$660099 $$11,,006677 00..5577xx 55..22xx 22..00xx $$11,,881177 1155..33%% 1111..00%%

SSCCRRAAPP

Sims Limited Australia SGM $4.24 51.2% $844 $956 0.25x 8.2x 2.8x $4,234 11.5% 2.0%

Schnitzer Steel Industries, Inc. United States SCHN 14.55 53.0% 394 654 0.34x 5.4x 2.2x 1,940 12.4% 5.4%

MMeeddiiaann $$99..3399 5522..11%% $$661199 $$880055 00..2299xx 66..88xx 22..55xx $$33,,008877 1122..00%% 33..77%%

MMeeaann $$99..3399 5522..11%% $$661199 $$880055 00..2299xx 66..88xx 22..55xx $$33,,008877 1122..00%% 33..77%%

GGLLOOBBAALL MMEETTAALLSS

ArcelorMittal Luxembourg ENXTAM:MT $10.44 44.7% $10,600 $21,742 0.32x 5.2x 3.6x $70,615 5.2% 5.1%

Tata Steel Limited India 500470 3.70 50.4% 4,199 17,339 0.89x 6.1x 4.8x 20,861 53.8% 14.5%

thyssenkrupp AG Germany TKA 6.32 40.1% 3,948 11,589 0.25x 11.8x 10.4x 47,059 13.3% 2.0%

Ternium S.A. Luxembourg TX 12.88 45.6% 2,528 5,427 0.53x 3.5x 1.7x 10,193 17.0% 14.2%

SSAB AB (publ) Sweden SSAB A 2.35 61.9% 2,371 3,551 0.46x 6.4x 2.8x 8,187 8.2% 6.2%

MMeeddiiaann $$66..3322 4455..66%% $$33,,994488 $$1111,,558899 00..4466xx 66..11xx 33..66xx $$2200,,886611 1133..33%% 66..22%%

MMeeaann $$77..1144 4488..55%% $$44,,772299 $$1111,,993300 00..4499xx 66..66xx 44..77xx $$3311,,338833 1199..55%% 88..44%%

TTTTMM MMaarrggiinnssEEnntteerrpprriissee VVaalluuee // TTTTMM

METALS & METALS PROCESSING

8 M E T A L S & M E T A L S P R O C E S S I N G | A B O U T U S

FOCUS AREAS

WHO WE ARE

• Independent investment banking and financial advisory services for the global middle market since 1989

• Investment banking offices in Chicago, Cleveland, and Philadelphia, and real estate brokerage offices in Chicago, Cleveland, Denver, and San Antonio

• Founding member and exclusive U.S. partner of Global M&A Partners, Ltd., the world’s leading partnership of independent investment banking firms, which gives our clients access to experience and capital in more than 30 countries worldwide

• Deep industry experience in: Business Services, Consumer, Diversified Industrials, Environmental & Industrial Services, Healthcare & Life Sciences, Healthcare Real Estate, Metals & Metals Processing, Real Estate, and Transportation & Logistics

• Comprehensive suite of financial advisory services, including guidance and support for acquisitions, divestitures, capital markets, financial restructurings, and other strategic consulting

LEADING INDEPENDENT FIRM COMPREHENSIVE CAPABILITIES

• Steel and specialty mill production

• Iron and steel foundries

• Nonferrous production and rolling

• Mill services

MILLS AND FOUNDRIES

• Precision processing, welding, and fabrication

• Pipe and tube manufacturing

• Stamping and blanking

• Casting, forging, and machining

• Tool and die manufacturing

MANUFACTURING

• Ferrous and nonferrous distribution

• Material and supply chain management

• Plate and structural processing

• Flat rolled processing

SERVICE CENTERS

• Ferrous and nonferrous scrap processing

• Scrap brokerage

• Secondary smelting

METALS RECYCLING

DEDICATED LEADERSHIPV I N C E PA P PA L A R D OManaging DirectorGroup Head

• Leads BGL’s Metals & Metals Processing practice

• Over 20 years of investment banking and corporate finance experience

• Former investment banker with Stout Risius Ross and Houlihan Lokey, focusing on the Metals and Industrials sectors

• B.S., University of Illinois

• M.B.A., University of Chicago Graduate School of Business

PROFESSIONAL EXPERIENCE EDUCATIONEDUCATION

HUBERT DE LA VAUVREVice President

EDUCATIONEDUCATION• Over 10 years of investment banking and corporate finance

experience

• Former investment banker with The Chicago Corporation, with transactional expertise in diverse industries including the Metals and Industrials sectors

PROFESSIONAL EXPERIENCE

• B.S., DePaul University

• M.B.A., University of Chicago Graduate School of Business

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