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2008 Mid-Market 2008 Mid-Market Financial Advisor of the Year Financial Advisor of the Year (Financial Times) (Financial Times)
Ranked #1 Mid-Market M&A Advisor Ranked #1 Mid-Market M&A Advisor #1 Restructuring Investment Banking Firm #1 Restructuring Investment Banking Firm in the U.S. in the U.S. #1 Provider of Fairness Opinions #1 Provider of Fairness Opinions for Eight Consecutive Years for Eight Consecutive Years
Rank
1 Houlihan Lokey 2 UBS 3 * M&A Advisory Rankings 2007 Goldman Sachs & Co 3 JP Morgan U.S.*Deals Under $1.25 Billion 5 Jefferies & Co Inc Number of 6 Rank Advisor Credit Suisse Deals 7 Citigroup 1 Houlihan Lokey 125 8 Morgan Stanley 2 Credit Suisse 118 9 Merrill Lynch & Co Inc 3 110 2008 1st Half Citi10 Advisory Rankings M&A Lehman Brothers 4 Sachs 109 U.S. DealsGoldmanBanc of& Co Under $1.50 Billion 11 America Securities LLC 5 UBS 94 Number 12 Sandler ONeill Partnersof Jefferies & Co Inc 93 Rank Advisor6 13 Keefe Bruyette & Deals Inc Woods 7 Lehman Brothers 92 Houlihan Lokey 14 Wachovia Corp 1 63 8 JP Morgan 91 15 Lazard 2 Goldman Sachs & Co Stanley 62 9 Morgan BB&T Corp 79 16 * 60 3 JP Morgan 10 RBC Capital Markets 71 16 * Duff and Phelps 47 4 Credit Suisse 11 Merrill Lynch Equico Capital Markets LLC 68 18 RSM 5 UBS 12 43 Lazard * Deutsche Bank AG 66 19 6 * Lazard 13 41 Banc of*America Securities LLC 61 19 Piper Jaffray Cos 41 6 * Merrill 14 Lynch Sandler O'Neill Partners Co 56 21 William Blair & 8 * Citi 39 15 Stifel Financial Corp 51 22 Daniels & Associates Inc 8 * Jefferies16 Co Inc & 39 Duff and Bear Stearns & Co Inc Phelps 49 23 Stanley 33 10 Morgan17 Wachovia Corp W Baird & Co Inc 48 24 Robert 11 Lehman Brothers 28 18 William Blair & Edmiston Group 45 25 Jordan Co 26 12 * Duff and Phelps * denotes tie. 19 * Keefe Bruyette & Woods Inc 44 12 * Deutsche Bank AG 26 Source: 19 * IMAP Thomson Financial. 44 21 14 * GW Equity 21 RSM Equico Capital Markets LLC 43 14 * Banc of America Securities LLC 21 22 Lincoln International 42 21 14 * Wachovia Corp 23 Robert W Baird & Co Inc 41 20 17 RBC Capital Markets 24 Deutsche Bank AG 40 19 18 * RSM Equico Capital Markets LLC 25 BB&T Corp 39 18 * William Blair & Co 19 * denotes tie. 20 * Robert W Baird & Co Inc 18 Source: Thomson Financial 20 * Sandler O'Neill Partners 18 20 * Piper Jaffray Cos 18 Lincoln International 23 17 24 * BB&T Corp 15 24 * M&A International 15 * denotes tie. Source: Thomson Reuters
Houlihan Lokey is a leading pure advisory investment bank Houlihan Lokey is a leading pure advisory investment bank
Sources: Thomson Financial Securities Data, Mergers & Acquisitions Journal, The Deal.
Transaction Pending
Project Star
Sellside Advisor
Sellside Advisor
Sellside Advisor
Sellside Advisor
Sellside Advisor
Sellside Advisor
a division of a subsidiary of has sold a majority stake in its has been acquired by has been acquired by has been acquired by U.S. Government Business to R.H. Book, LLC and 1848 Capital Partners LLC has been acquired by has been recapitalized in partnership with founders and management by has been acquired by
Sellside Advisor
Sellside Advisor
Sellside Advisor
Fairness Opinion
Sellside Advisor
Sellside Advisor
Sellside Advisor
a portfolio company of Strategic Business Systems, Incorporated has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by
a subsidiary of
a company of
a division of
Sellside Advisor
Sellside Advisor
Sellside Advisor
Sellside Advisor
Sellside Advisor
DRAFT
Sellside Advisor
Buyside Advisor
Houlihan Lokey is the most active investment bank in Aerospace-Defense-Government Services Houlihan Lokey is the most active investment bank in Aerospace-Defense-Government Services
2
_______________ _______________
Bailouts Bailouts
Financial Financial Auto Auto State & Local State & Local Consumers Consumers ~~$8 trillion* $8 trillion*
Tier 1 Themes
Mega-merger wave ended, turning focus to smaller targets to fill in capabilities and secure positions on major program awards
Tier 2
Evolution of merchant supplier model and consolidation of mid-tier suppliers
Tier 3
Few large diversified industrials and enormous base of small targets
Characteristics
Massive consolidation completed by late 1990s with few potential or viable deals remaining Capabilities-based approach to acquisitions, following evolution of lead systems integrator (LSI) role Characterized today by high interest in smaller targets (<$250 million)
Consolidation needed to address alreadyconsolidated Tier 1 customer base Certain Tier 2 suppliers are acquiring systems engineering capability to preserve competitiveness as prime contractors in an increasingly systems-oriented procurement environment Extensive Wall Street support for consolidation to build critical mass Highest organic growth potential in defense electronics segments
Need to rationalize shrinking customer base Consolidation to provide higher level subsystems to address customer drivers Still highly fragmented significant consolidation is expected to continue
350
Number of Transactions
300 250
203 242
282
297
91
99
186 155 67 47 42 77 58 39 69 81 64
79
76
87
88
109
126
137
106
2000
2001
2002
2003 Aerospace
2004 Defense
2005 Government
2006
2007
LTM*
*LTM as of 12/5/2008
Transaction Commentary Historically, transformational acquisitions have generally been larger transactions acting as a catalyst for the buyer to enter into a new market segment
BAE acquired United Defense Industries and Armor Holdings (ground vehicles) Finmeccanica acquired DRS (U.S. DoD) Serco acquired SI (integrated solutions) Textron acquired AAI Corp (unmanned aerial systems)
Recently, many smaller, more niche transactions, can also be viewed as transformational
Honeywell acquired Dimensions International (logistics support services) Lockheed Martin acquired Savi Technology (RFID) Boeing acquired Insitu (UAS) Boeing acquired RavenWing (intelligence)
13.0%
14.1%
Foreign Buyer
plc vis Al
D nix Te
Hughes Space and Communications McDonnell Douglas Corp. Jeppesen Sanderson, Inc. g. te In s a x ol tem e or s im . ot S y Pr ech M fo. T n I
al er s en r G oto nse M efe D
ia Av
c. In ll
Gulfstream Aerospace
G C ene Bu o., ral sin Ae Ele es ros ctr s pa ic ce
t ov G s D G stem Sy
Loral Corp.
T SA M ra l O C e ne . G o rp C
T rp S A Co M l O era II C en e G has P
V Co erid r p i an .
on r p te Co An tl n I
al er ed , F IT S C t s A ov nes G usi B
ex yt
ro
up
g Lo
Newport News
TRW, Inc.
1990
1991
1992
1993
1994
1995
1996
1997
1998
1999
2000
2002
2003
2004
2005
2006
E Co ssex rp .
on ic
2007
2008
Source: Capital IQ and Houlihan Lokey Proprietary Information (1) Acquisition by Marconi Electronics Systems prior to deal with British Aerospace
Je M tA gm vi t A atio G n
10
Strong Returns Strong Returns on on Deployed Deployed Capital Capital Revenue & Revenue & Margin Margin Visibility Visibility
ADG ADG
Supports Supports National National Priorities Priorities Global Industry Global Industry
ADG Is More Attractive Than Ever (Relatively) ADG Is More Attractive Than Ever (Relatively)
11
Market Health and Opportunity: Defense Spending Compared to GDP and Industry Valuation
$900.0 $800.0 $700.0 $600.0
$ Billions End of 1st Gulf War 9/11 and beginning of 2nd Gulf War Includes No Supplementals
1.0% 0.0%
National Defense Outlays in constant FY2009 dollars
% of GDP
Obama
One frame of reference for defense budget levels might be the green line: % of GDP* Current Industry Valuation clearly expect this level to drop
* Adm. Michael Mullen, Chairman of the U.S. Joint Chiefs of Staff, has estimated % to grow to at least 4 % due to modernization and the swelling personnel costs of a growing Army and Marine Corps
12
10 .9 x
12.0x 10.0x
12.0x
10 .0 x
10 .5 x
8. 3x
EV/EBITDA
7. 5x
6.0x 10.1x 4.0x 2.0x 0.0x 2000 2001 2002 2003 2004 2005 2006 7.6x 7.7x 7.8x 8.4x 10.3x 10.2x
10.8x 7.7x
2007
2008
Source: Capital IQ, Public Company Information, Houlihan Lokey Estimates * Current public pricing as of 12/5/2008
Will public buyers continue to support multiple reversal? Will public buyers continue to support multiple reversal?
13
EV/EBITDA
8.0x
8. 0x
8. 4x
8. 5x
10 .3 x
10.0x 8.0x
$120 $106.9 $100 $87.5 $80 $ in Billions $65.3 $60.6 $60 $72.1 $89.5 $98.9
$111.7
$111.4
$114.2
$113.1
2.50x
$92.4
2.00x
Total Leverage
1.50x
$20
$0 Mar-06 Jun-06 Sep-06 Dec-06 Mar-07 Jun-07 Sep-07 Dec-07 Mar-08 Jun-08 Sep-08 Dec-08
0.00x
Cash
Financing Capacity
Source: Capital IQ; *Additional financing assumes a 3x leverage multiple of EBITDA less debt, Dec-08 as of 12/5/08 and represents 2.6x leverage multiple of EBITDA less debt Note: Includes Government Services, Defense Primes, Other Defense and Diversified companies
Buyers continue to have access to capital to support M&A strategies Buyers continue to have access to capital to support M&A strategies
14
Cost of Capital
Equity 25% +
Mezzanine 13 18%
Mezzanine 15 20%
Leveragability 3.0 5.0x
Capital Availability
2007
2008
2007
2008
Increased cost of capital and lower borrowing availability have put pressure on pricing and Increased cost of capital and lower borrowing availability have put pressure on pricing and investor returns investor returns
15
Operational
Deep Technical Expertise and Propriety Tech. Full & Open v. Set-Aside Work Backlog and Long-term Contract Horizons Prime / Sub Positions Solutions Provider v. Staff Augmenter Government Trusted Partner v. Services Provider Contract Mix
Strategic
Priority Market Involvement Business/Capability Focus Long-term Customer Relationships No Historical Mishaps
Key discriminators coupled with the Companys degree of leveragability, growth Key discriminators coupled with the Companys degree of leveragability, growth and risk can result in significant valuation premiums and risk can result in significant valuation premiums
16
Valuation Dynamics
Exceptional growth prospects Proprietary technology and sole source programs Deals involve larger and more highly-valued strategic buyers Larger targets (revenue > $100 million) Targets offered access to systems credentials and specific programs/customers Highly leveragable: not tied to spending cycles Proprietary IP Distinguished customer relationships Involved in priority, well funded programs/platforms/electronics content Solid growth prospects and financial performance Moderate growth prospects Partial surge revenue Less involvement in priority DoD/intel/DHS markets More diversified product/customer base Low technology differentiation Significant surge related revenue Mediocre financial performance Small targets Preference program dependence (e.g. 8(A))
14.3x
5.8x
*Quartile based on 180 Defense & Aerospace transactions from 1/2002 10/2008 that disclosed pricing information Source: Houlihan Lokey
17
18.0x 16.0x Median EV/EBITDA 14.0x 12.0x 10.0x 8.0x 6.0x 4.0x 2.0x 0.0x 12/31/07 3/31/08 6/30/08 9/30/08 12/4/08
Unmanned Systems
Primes/Diversified
Public pricing has remained relatively stable for unmanned systems and continue to command Public pricing has remained relatively stable for unmanned systems and continue to command premiums over larger diversified defense companies premiums over larger diversified defense companies
Source: Capital IQ; Unmanned Systems includes AeroVironment, Inc., QinetiQ Group Plc, and iRobot Corporation
18
2008 Transactions
Acquirer Chemring Group plc Boeing Co. Rockwell Collins Inc. Kongsberg Maritime AS iRobot Corp. Teledyne Technologies Inc Median EV1 EV/Revenue
Greater unmanned systems deal activity in 2007 and 2008 then all recent years combined, Greater unmanned systems deal activity in 2007 and 2008 then all recent years combined, reflecting traditional defense suppliers recognition of maturing programs and market opportunity reflecting traditional defense suppliers recognition of maturing programs and market opportunity
1 2
19
20