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William Blair’s investment banking group combines signi�icant transaction experience, rich industry knowledge, and deep relationships to deliver successful advisory and �inancing solutions to our global base of corporate clients. We serve both publicly traded and privately held companies, executing mergers and acquisitions, growth �inancing, �inancial restructuring, and general advisory projects. This comprehensive suite of services allows us to be a long-term partner to our clients as they grow and evolve. From 2010-2014, the investment banking group completed more than 330 merger-and-acquisition transactions worth $73 billion in value, involving parties in 36 countries and �ive continents, was an underwriter on more than 20% of all U.S. initial public offerings, and raised nearly $100 billion in public and private �inancing.
About William Blair Investment Banking
Sector Update Fall 2014
Energy Services & Equipment Sector Report In this Issue: – Sector Trends and Insights – M&A Activity– Valuation Analysis
Energy Investment Banking
North America
Joseph M. Niemiec Head of Energy Banking [email protected] +1 312 364 5315
Andrew M. Jessen Managing Director [email protected] +1 312 364 5390
Europe
Matthew B. Gooch Head of European Banking [email protected] +44 20 7868 4478
Matthew M. Zimmer Managing Director [email protected] +44 20 7868 4502
William Blair
Energy Services & Equipment William Blair’s Energy Services & Equipment Contacts
William Blair’s Energy Services & Equipment Contacts
North America
Joseph M. Niemiec Head of Energy Banking
Education: Chicago (MBA), Illinois (BS)
Contact Info: [email protected] +1 312 364 5315
Joined Blair: 2004
Andrew M. Jessen Managing Director
Education: Chicago (MBA), Middlebury (AB)
Contact Info: [email protected] +1 312 364 5390
Joined Blair: 2004
Europe
Matthew B. Gooch Head of European Banking
Education: Chicago (MBA), Emory (BA), CFA
Contact Info: [email protected] +44 20 7868 4478
Joined Blair: 2000
Matthew M. Zimmer Managing Director
Education: Columbia (MBA), Notre Dame (BA)
Contact Info: [email protected] +44 20 7868 4502
Joined Blair: 2007
Energy Services & Equipment Segment Focus
Oilfield Services & Equipment Midstream / Downstream Alternative / Other
Drilling Products & Services
Oil & Gas Equipment
Infrastructure Installation
Production & Well Maintenance
Geophysical Services
Engineered Systems
Engineering & Construction
Pumps, Valves & Pipes
Testing & Inspection
Transportation, Logistics & Distribution
Alternative Energy Services
Energy Efficiency
Ethanol & Biodiesel
Smart Grid Technology
Solar & Wind Equipment
William Blair
Energy Services & Equipment William Blair Spotlight – Recent Energy Services & Equipment Transactions
William Blair Spotlight – Recent Energy Services & Equipment Transactions
William Blair represented Uintah Engineering & Land Surveying (“UELS”), a portfolio company of Moelis Capital Partners, in connection with its sale to Norwest Equity Partners
Uintah Engineering & Land Surveying is the market-leading provider of information services including surveying, drafting and engineering specializing in the energy industry
Norwest Equity Partners is a leading private equity firm with nearly $5 billion in capital under management that invests in profitable and growing middle market companies
William Blair acted as a co-manager in the offerings
Hi-Crush Partners is a pure play, low-cost, domestic producer and supplier of premium monocrystalline sand used as a proppant to enhance the recovery rates of hydrocarbons from oil and natural gas wells
Hi-Crush Partners produces a range of frac sand sizes for use in all major U.S. shale basins and is one of the few Northern White sand producers with onsite rail capacity for unit trains
William Blair acted as a co-manager in the offering
Emerge Energy Services is a diversified energy services company that operates in two key segments of the energy industry: Sand Production and Fuel Processing and Distribution
Emerge Energy Services’ Sand Production subsidiary produces silica sand that is a key input for the hydraulic fracturing of oil and gas wells and Emerge Energy Services’ Fuel Processing and Distribution segment is primarily focused on acquiring, re-refining and selling transportation mixture
William Blair represented Hobré Instruments B.V., a portfolio company of Parcom Capital Management, in connection with its sale to AAC Capital Benelux
Hobré Instruments is a leading provider of online analyzers, sample systems, and complete turnkey systems and solutions to the oil and gas and process industries
AAC is a leading Benelux mid-market buy-out firm, which has to date completed 27 management buyouts, of which 20 have been realized
William Blair represented MEGTEC Holdings, Inc., a portfolio company of Hamilton Robinson Capital Partners and Stephens Capital Partners, in conjunction with its sale to The Babcock & Wilcox Company for $155 million
MEGTEC designs, engineers, manufactures and services sophisticated capital equipment for energy efficiency and carbon abatement, as well as for solar panel film and and electric car battery production
Babcock & Wilcox Company is a $3.0 billion market cap leader in clean energy technology and services, primarily for the nuclear, fossil, and renewable power markets
William Blair represented Dixie Electric, a portfolio company of One Rock Capital Partners, in connection with its sale to First Reserve
Dixie Electric is the market-leading provider of electrical infrastructure materials and services to the energy industry
First Reserve is a premier global energy-focused private equity and infrastructure investment firm with over $24 billion of raised capital since 1983
Not Disclosed
has been acquired by
Norwest Equity Partners
August 2014
$383,720,581
Follow-on Offerings
August 2014 & April 2014
$401,452,368
Follow-on Offering
June 2014
Not Disclosed
has been acquired by
June 2014
$155,000,000
has been acquired by
June 2014
Not Disclosed
has been acquired by
December 2013
William Blair
Energy Services & Equipment Selected Energy Services & Equipment Transactions
Selected Energy Services & Equipment Transactions
Surveying, Drafting & Engineering Services
O&G Analyzers Capital Equipment Frac Sand / Midstream Logistics
Frac Sand Electrification Services
Staffing Services Swellable Packers Mobile Onsite Refueling Capital Equipment Frac Sand Energy-Efficiency Motors
PVF Distribution Heat Tracing Explosion Proof Equipment Energy-Efficiency Services Security Integration Services Petrochemicals
Petrochemical Equipment Utility Services Solar Products Capital Equipment Equipment Rental Process Optimization Software
Generators Ethanol Production Heat Exchangers Engineering & Construction O&G Pumps Seismic Services
Not Disclosed
has been acquired by
Norwest Equity Partners
August 2014
Not Disclosed
has been acquired by
AAC Capital
June 2014
$155,000,000
has been acquired by
The Babcock & Wilcox Company
June 2014
$383,388,215
Follow-on Offering
June 2014
$383,720,581
Follow-on Offerings
April 2014
Not Disclosed
has been acquired by
First Reserve
December 2013
Not Disclosed
has been acquired by
Wellspring Capital Management
October 2013
Not Disclosed
has been acquired by
Wabtec Corporation
September 2013
Not Disclosed
has been acquired by
Kelso & Company
September 2013
$207,300,000
has been acquired by
CECO Environmental Corporation
August 2013
®
$485,530,000
Follow-on Offerings
Mar. ‘13 & Jun. ‘13
Not Disclosed
has been acquired by
Sumitomo Corporation
March 2013
$1,723,872,733
Initial Public &Follow-on OfferingsNov. ’12 & Mar. ’13
$380,800,000
Initial Public &Follow-on Offering
May ’11 & Sept. ‘12
Not Disclosed
has been acquired by
Charterhouse Capital Partners LLP
September 2012
$130,000,000
has been acquired by
Sterling Investment Partners
September 2012
Not Disclosed
has been recapitalized by
KRG Capital
August 2012
$795,000,000
has been acquired by
Indorama Ventures PLC
March 2012
$47,840,000
Follow-on Offering
February 2012
Not Disclosed
has been acquired by
US Infrastructure
July 2011
C O N S
U T I L I T Y S E R V I C E S , I N C .
L I D A T E D
$251,000,000
Follow-on OfferingConvertible Notes
November 2010
Not Disclosed
has been acquired by
DuPont
December 2010
Not Disclosed
has been acquired by
Aggreko plc
December 2010
$349,563,000
Follow-on OfferingsConvertible
September 2010
$269,107,000
Initial Public Offering
February 2010
GEN ERAC
Not Disclosed
§363 sale to
Valero RenewableFuels Co.
February 2010
$74,997,000
Follow-on Offering
September 2009
Not Disclosed
has been acquired by
CST Industries
September 2009
Not Disclosed
has been acquired by
Nikkiso Co., Ltd.
August 2009
$778,000,000
has been acquired by
ValueAct Capital
2009
William Blair
Energy Services & Equipment William Blair Energy Services & Equipment Equity Research Coverage
William Blair Energy Services & Equipment Equity Research Coverage
Brandon Dobell – Energy Services
+1 312 364 8773 [email protected]
Chase Jacobson – Engineering & Construction and Engineered Equipment
+1 212 237 2748 [email protected]
Nick Heyman – Diversified Industrials
+1 212 237 2740 [email protected]
To receive research materials on any of the companies or sectors above please contact Jenny Romero ([email protected]).
William Blair
Energy Services & Equipment Table of Contents
Table of Contents
Energy Services & Equipment Update .................................................................................................................................................................................................. 1
Rig Count & Key Economic Data .............................................................................................................................................................................................................. 3
Selected M&A Activity .................................................................................................................................................................................................................................. 8
M&A Trends .................................................................................................................................................................................................................................................... 13
Public Comps .................................................................................................................................................................................................................................................. 17
Quarterly Market Update – All Industries........................................................................................................................................................................................ 27
Notes .................................................................................................................................................................................................................................................................. 31
Disclosures ...................................................................................................................................................................................................................................................... 32
Energy Services & Equipment Update
William Blair
Energy Services & Equipment Energy Services & Equipment Update 1
Energy Services & Equipment Update
The M&A market for energy services & equipment transactions has been robust in 2014. The year-to-date transaction value of approximately $62 billion represents a 35% increase from the corresponding period in 2013; there have been 331 transactions in the sector thus far this year, which is an increase of 35% over the same period in 2013. The surge in M&A activity is attributable to several factors, including: i) accelerated growth in the energy sector, particularly in North America; ii) increased appetite for energy exposure from buyers; iii) strong access to liquidity; and iv) a continuing economic recovery. The energy sector’s accelerated growth has created what we view as a fundamental change in how buyers are viewing the opportunity to deploy capital in a higher growth and relatively more stable market environment.
The favorable energy services & equipment market backdrop has resulted in a larger universe of strategic buyers and private equity funds pursuing energy exposure. For example, several recent, notable deals have been completed in the testing & inspection segment by ALS, Bureau Veritas, Mistras, and TÜV SÜD, who are all looking for increased energy-related revenue. This trend is also accentuated by B/E Aerospace’s leap into the market with five completed energy services transactions since 2013. Additionally, we have seen accelerated activity across generalist private equity funds in the sector such as Norwest Equity Partners’ acquisition of UELS and AAC Capital’s acquisition of Hobré Instruments. These funds have had impressive returns and will look to replicate their success in the highly attractive energy market.
The trend of generalist private equity funds pursuing energy exposure has resulted in a record number of financial sponsor transactions, which represent 15% of all energy services & equipment transactions year to date, compared to only 6% in 2010. We expect a continued increase in financial sponsor transactions based on: i) a large number of private equity funds that have aggressively pursued energy services & equipment deals, but have not yet completed a transaction; ii) an increase in the number of funds looking for energy exposure; and iii) a significant amount of capital overhang across private equity funds. Additionally, several strategic buyers have been divesting assets to focus on core operations rather than expanding their service offerings, which bodes well for financial buyers to compete in sale processes. For example, Cameron recently agreed to divest its Centrifugal Compression and Reciprocating Compression business divisions, which were viewed as non-core. Additionally, Weatherford has been shedding non-core assets while selectively pursuing M&A opportunities.
While the M&A market has seen strong growth in 2014, valuations have remained in line with historical levels. For the year-to-date period the average EV/LTM revenue multiple is 1.52 times, while the average EV/LTM EBITDA multiple is 8.9 times. Despite a robust M&A market, valuations in the energy services & equipment sector have not ballooned as to stymie deal activity. We believe that current valuations are at a level that will continue to attract strong interest from buyers and will see business owners actively considering or pursuing sale processes.
Multiples for publicly traded energy services & equipment companies are above the long-term median levels and are currently trading at 9.0 times EV/LTM EBITDA. Public company valuations have continued to increase from a trough in Q3 2012 of 7.4 times EV/LTM EBITDA, which is largely attributable to improving operating performance and an increasingly favorable growth outlook. Public comparables have collectively lagged the S&P 500 both recently and in the longer term. However, there have been certain segments of the market that have performed extraordinarily well, such as small cap services companies that have materially outperformed the broader market.
─ Joe Niemiec Head of Energy Banking
William Blair
Energy Services & Equipment 2 Energy Services & Equipment Update
The following is a summary of public company valuation trends for the energy services & equipment sector over the past 5 years and the last 12 months. The energy services & equipment composite (ES&E) represents the public companies highlighted on pages 16 to 25 of this report.
5-Year ES&E Composite vs. S&P 500 12-Month ES&E Composite vs. S&P 500
Source: FactSet Research Systems as of August 28, 2014. Source: FactSet Research Systems as of August 28, 2014.
5-Year EV/LTM EBITDA Over Time – ES&E Composite
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Current
2010 2011 2012 2013 2014
Median EV/EBITDA Trading Multiples
Current 6 Months 1 Year 3 Years 5 Years
Oil & Gas Equipment 9.8x 10.2x 9.9x 8.6x 5.6x
Geophysical Services 4.3x 7.3x 5.4x 6.4x 5.6x
Land Drilling 6.7x 6.6x 6.2x 6.8x 5.1x
Offshore Drilling 6.9x 7.2x 9.0x 8.2x 4.2x
Well Services 9.5x 8.2x 7.5x 7.4x 5.1x
Offshore Services 8.6x 9.0x 10.2x 9.3x 4.9x
Large Cap Services 10.7x 9.6x 8.6x 8.8x 7.2x
Small Cap Services 13.9x 14.5x 11.3x 7.4x 6.2x
Engineering & Construction 9.4x 9.7x 8.9x 7.5x 6.0x
Engineered Equipment 12.4x 12.7x 11.1x 8.3x 5.4x
S&P 500 11.0x 10.8x 10.1x 8.3x 8.6x
Source: Capital IQ as of August 28, 2014.
0%
50%
100%
150%
200%
Aug-09 Aug-10 Aug-11 Aug-12 Aug-13 Aug-14
ES&E +61.4% S&P 500 +94.1%(Indexed Price)
70%
85%
100%
115%
130%
Aug-13 Nov-13 Jan-14 Apr-14 Jun-14 Aug-14
ES&E +13.0% S&P 500 +22.1%
(Indexed Price)
7.1x
7.7x 8.1x9.3x
10.4x 9.9x
8.5x 7.8x 8.5x7.6x 7.4x 7.8x 8.5x 8.5x
9.1x 9.3x 8.9x 9.3x 9.0x
0.0x
5.0x
10.0x
15.0xMedian: 8.5x
Rig Count & Key Economic Data
William Blair
Energy Services & Equipment Rig Count & Key Economic Data 3
Rig Count & Key Economic Data
Oil & gas activity stands at a near record high with rig counts close to levels experienced prior to the recession in 2008. Year-to-date rig count in the U.S. has increased over 9%. Oil prices remain at attractive levels, which have resulted in a large growth in oil rigs of over 14% in 2014. Gas prices, however, have remained at levels that have not encouraged drilling activity and, as such, gas-related rigs have decreased nearly 9% in 2014. Rig count growth has been skewed to oil rich areas, such as the Permian, Williston, and DJ-Niobrara basins, which collectively have seen over 100 rig additions. We believe that ongoing global conflict will continue to put pressure on oil prices, which will result in continued oil-related drilling activity. We do not foresee a near-term reversal of gas-related activity, but we do have a bullish view in the longer term as capital investment in petrochemicals and natural-gas-fueled infrastructure help to absorb excess gas supply.
U.S. Rig Count Data
U.S. Rig Count
U.S. Rig Oil / Gas Split U.S. Rig Drilling Type
Source: All U.S. and International rig count data provided by Baker Hughes.
0
500
1,000
1,500
2,000
2,500
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014
0
500
1,000
1,500
2,000
2,500 Oil Gas
0
300
600
900
1,200
1,500 Directional Horizontal Vertical
William Blair
Energy Services & Equipment 4 Rig Count & Key Economic Data
U.S. Rig Count Data (cont’d)
YTD Change in Major U.S. Basins
U.S. Basin Count Detail
Basin Current(1) Prior Year(2) Jan ‘14(3) YTD Change YoY Change
Ardmore Woodford 6 14 10 (40%) (57%)
Arkoma Woodford 8 2 5 60% 300%
Barnett 26 30 34 (24%) (13%)
Cana Woodford 33 28 36 (8%) 18%
DJ-Niobrara 62 49 50 24% 27%
Eagle Ford 200 234 228 (12%) (15%)
Fayetteville 9 11 9 0% (18%)
Granite Wash 67 72 52 29% (7%)
Haynesville 45 44 43 5% 2%
Marcellus 76 87 85 (11%) (13%)
Mississippian 78 70 75 4% 11%
Permian 555 466 468 19% 19%
Utica 44 35 38 16% 26%
Williston 192 182 185 4% 5%
(1): Data as of 8/25/2014. (2): Data as of 8/23/2013. (3): January '14 data as of 1/3/2014. Source: All U.S. and International rig count data provided by Baker Hughes.
(40%)
+60%
(24%)
(8%)
+24%
(12%)
0%
+29%
5%
(11%)
+16%
+4%
+19%
+4%
William Blair
Energy Services & Equipment Rig Count & Key Economic Data 5
International Rig Count Data
YTD Change Globally, by Region
Global Rig Count Detail
Region Land Offshore Oil Gas Total YTD Change YoY Change
North America 2,220 61 1,799 479 2,281 12% 9%
Latin America 339 68 354 51 407 1% (3%)
Europe 98 55 90 42 153 21% 10%
Middle East 378 54 349 81 432 7% 14%
Africa 91 46 105 21 137 (1%) 7%
Asia 126 106 174 56 232 (1%) 3%
Australia 14 7 8 13 21 0% 31%
Source: All U.S. and International rig count data provided by Baker Hughes.
+12%
+1%
+21%
+7%
(1%)
(1%)
0%
William Blair
Energy Services & Equipment 6 Rig Count & Key Economic Data
Key Economic Data
Commodity Inputs
WTI and Brent Natural Gas Prices
Source: The Wall Street Journal / Haver Analytics. Source: The Wall Street Journal / Haver Analytics.
Steel Prices U.S. Dollar Exchange Rate and Dollar Index
Source: Bloomberg. Source: Federal Reserve.
$0.00
$40.00
$80.00
$120.00
$160.00
WTI Brent
Current WTI Price: $94.55Current Brent Price: $102.42
$0.00
$1.50
$3.00
$4.50
$6.00Current: $4.02
$0
$250
$500
$750
$1,000Current: $440
70.0
75.0
80.0
85.0
90.0
$1.10
$1.20
$1.30
$1.40
$1.50
$ / € Dollar Index
Current $/€: $1.35Current Dollar Index: 85.0
William Blair
Energy Services & Equipment Rig Count & Key Economic Data 7
Recent U.S. Economic Data
U.S. GDP Growth Rate U.S. Unemployment Rate
Source: Bureau of Economic Analysis. Source: Bureau of Labor Statistics.
U.S. Average Hours Worked 10-Year U.S. Treasuries Yield and CPI
Source: U.S. Federal Reserve. Source: Bureau of Economic Analysis.
(10.0%)
(5.0%)
0.0%
5.0%
10.0% Current: 4.2%
4.0%
6.0%
8.0%
10.0%
12.0%Current: 6.2%
36.0
37.0
38.0
39.0
40.0
Current: 38.6
(3.0%)
(1.0%)
1.0%
3.0%
5.0%
Yield Inflation
Current Yield: 2.5%Current Inflation: 2.0%
Selected M&A Activity
William Blair
Energy Services & Equipment Selected M&A Activity 8
Selected M&A Activity
Energy Services & Equipment Transactions
($ in millions)
Date Announced Target (Unit Sold) / Business Description Target Nation Buyer
Enterprise Value
Enterprise Value/LTM
Revenue EBITDA
08/28/14 The NACHER Corporation Provides maintenance services to oil, gas, and petrochemical industries
United States Mistras Group - - -
08/26/14 Uintah Engineering & Land Surveying (UELS) Provider of information services specializing in the energy industry
United States Norwest Equity Partners - - -
08/22/14 HDB Provides construction, fabrication, and turnaround services to energy companies in central California
United States Matrix Service $10 0.50x -
08/20/14 RCI Consultants Provides project management and project support services to the energy and petrochemical industry
United States TÜV SÜD - - -
08/18/14 Analysts Provides industrial diagnostic evaluations and maintenance solutions
United States Bureau Veritas - - -
08/18/14 Cameron International (Centrifugal Compression Manufacturing Business) Flow equipment products, systems, and services
United States Ingersoll-Rand $850 2.15x -
08/18/14 Recapture Solutions Provides solutions for power and flare needs of oil and gas production companies
United States Intervale Capital - - -
07/20/14 Compressor Systems Fabricates, sells, rents, and services natural gas compressors
United States Compressco Partners $919 2.96x 11.2x
07/16/14 Cadre Services Produces frac–sand proppants for oil and natural gas applications
United States U.S. Silica Holdings $98 - 8.8x
07/01/14 Hobré Instruments Designs, manufactures, markets, and maintains on-line analyzers
Netherlands AAC Capital - - -
06/26/14 Petrofac FPSO Holding (80% Stake) Acquires and holds floating production storage units
United Kingdom First Reserve $530 - -
06/25/14 EV Offshore Designs and develops cameras for the oil and gas industry in the United Kingdom and internationally
United Kingdom Dunedin $117 3.45x -
06/25/14 Nabors Industries (Completion & Production Services Businesses) Creates completion and production services operations
Bermuda C&J Energy Services $2,919 1.41x 9.1x
06/01/14 Axip Energy Services Contract compression, processing and after-market services business
United States Enerflex $430 3.36x 7.5x
05/28/14 PetroLogistics Operator of a dehydrogenation facility that produces polymer grade and chemical grade propylene
United States Flint Hills Resources $2,098 2.73x 8.8x
05/23/14 KUDU Industries Manufactures progressing cavity pump solutions for the oil and gas industry
Canada Schlumberger $239 - -
05/13/14 MEGTEC Systems Manufactures capital equipment for process and renewable industries
United States The Babcock & Wilcox Company
$155 - -
05/08/14 Desert NDT Provides nondestructive testing solutions
United States ShawCor $260 - 7.9x
04/08/14 Hi-Crush Augusta Engaged in processing frac sand
United States Hi-Crush Partners $224 - 7.5x
Sources: Capital IQ and Merger Market.
William Blair
Energy Services & Equipment 9 Selected M&A Activity
Energy Services & Equipment Transactions (cont’d)
($ in millions)
Date Announced Target (Unit Sold) / Business Description Target Nation Buyer
Enterprise Value
Enterprise Value/LTM
Revenue EBITDA
03/31/14 Vision Oil Tools Provider of fishing services and oilfield rental tools
United States B/E Aerospace $180 - -
03/24/14 Weatherford International (Pipeline and Specialty Services Business) Oil and gas pipeline pigs manufacturing and pipeline cleaning, inspection, and maintenance business
United States Baker Hughes $241 - -
03/18/14 Anchor Drilling Fluids USA Provides integrated fluids management and customized drilling fluids, and related services solutions
United States Calumet Lubricants $337 1.09x 10.1x
03/14/14 PPI Technology Services Provides upstream, midstream, and downstream oilfield services in the United States and internationally
United States Cardno Limited $145 1.09x 6.7x
02/18/14 SeaMex (50% Stake) Owns and manages jack-up drillings units in Mexico, and formed as an equally joint venture between Seadrill and Fintech Advisory
Mexico Fintech Advisory $976 - -
01/20/14 Cameron International (Reciprocating Compression Business Division) Flow equipment products, systems, and services
United States General Electric Company $550 1.82x 11.0x
01/13/14 Foster Wheeler Operates in engineering and construction, as well as power generating equipment businesses worldwide
United Kingdom AMEC $2,752 0.83x 10.6x
01/07/14 Varel International Energy Services Manufactures oilfield tools
United States Sandvik AB $740 2.18x -
01/06/14 Wildcat Wireline Provides cased hole electric wireline services to the oil and gas industry
United States B/E Aerospace $152 - -
12/23/13 Hoover Energy Partners Engaged in the construction, acquisition, and optimization of midstream pipelines and plant assets located in the Permian
United States Regency Energy Partners $290 - -
12/18/13 Dixie Electric Oilfield electrification services
United States First Reserve - - -
12/10/13 Innovative Mag-Drive Designs and manufactures sealless magnetic drive centrifugal pumps
United States Flowserve $79 4.71x 11.7x
12/09/13 Stream Provides solutions in the field of valves, piping, electrical, and instrumentation
Norway MRC Global $260 - -
12/09/13 Valerus Compression Services (Field Solutions Business) An integrated oil and gas surface facility solutions provider
United States Kentz $435 0.88x 8.4x
11/22/13 Aker Well Service and Extreme Trading & Mechanical Equipment Supplies wireline, tractor, and cased hole logging services to the oil and gas industries
Norway EQT Partners $658 - 9.0x
11/12/13 Carmagen Engineering Provides engineering consulting and project management services to the oil and gas industry
United States Mistras Group - - -
11/11/13 Elkhorn Holdings Operates in industrial construction and fabrication businesses
United States John Wood Group $217 0.87x -
11/04/13 Swift Technical Services Provides manpower to the oil and gas industry globally
United Kingdom Wellspring Capital Management
- - -
10/07/13 Outrigger Energy Engaged in providing range of midstream services to crude oil and natural gas producers
United States Kayne Anderson Energy $200 - -
Sources: Capital IQ and Merger Market.
William Blair
Energy Services & Equipment Selected M&A Activity 10
Energy Services & Equipment Transactions (cont’d)
($ in millions)
Date Announced Target (Unit Sold) / Business Description Target Nation Buyer
Enterprise Value
Enterprise Value/LTM
Revenue EBITDA
09/19/13 Wildcat Permian Services Engaged in oil and gas infrastructure development
United States JP Energy Development $213 - -
08/19/13 Kentz Provides engineering, procurement, and construction (EPC) services, as well as construction and technical support services
Channel Islands AMEC $855 0.60x 7.1x
07/27/13 Sevan Drilling (69.5% Stake) Engaged in offshore ultra deepwater drilling contract
Norway Seadrill $1,041 6.00x 19.1x
07/16/13 Reservoir Group Provides drilling, completion, and production technologies and services to the oil and gas industry
United Kingdom ALS Limited $533 2.39x 9.7x
05/22/13 IronGate Energy Services Provides equipment and services to exploration and production operators for land and offshore markets
United States Clearlake Capital Group $244 2.44x 5.4x
05/14/13 D&I Silica Provides rail-based bulk materials handling, transportation, warehouse, and distribution services
United States Hi-Crush Partners $124 1.18x -
05/14/13 Troms Offshore Supply Owns and operates offshore service vessels and other special vessels related to research and sub sea activities worldwide
Norway Tidewater $395 - 7.3x
04/08/13 Lufkin Industries Manufactures and supplies oilfield and power transmission products for use in energy infrastructure and industrial applications
United States GE Oil & Gas $3,323 2.52x 17.0x
02/20/13 Bergen Group Rosenberg Operates as a contractor in the oil and gas industry, marketing the Norwegian continental shelf
Norway WorleyParsons $160 0.60x 5.0x
02/11/13 Seadrill (Tender rigs business in Asia) Offshore drilling services
Singapore SapuraKencana Petroleum Berhad
$2,900 - -
02/06/13 Gulfstar One (49% Stake) Constructing a floating platform to be set into production in the Gulf of Mexico
United States Marubeni $1,001 - -
01/29/13 Enovate Systems Limited Designs, develops, and manufactures well completion and well intervention systems
United Kingdom Aker Solutions $118 5.01x 15.0x
12/20/12 Mathena Manufactures mud-gas pressure solutions for the oil and gas industry
United States The Weir Group $385 - -
11/16/12 Songa Eclipse Ultra-deepwater semi-submersible rig
Norway Seadrill $590 - -
11/12/12 GustoMSC Manufactures and supplies mobile units/vessels for the offshore industry
Netherlands Parcom Capital Management
$185 - -
10/01/12 Thomas Russell Develops skid-mounted modular plant systems to clients in the processing industry
United States UOP $593 - -
09/30/12 Acteon Group Limited (52% Stake) Provides project management, engineering design, equipment and service personnel
United Kingdom Kohlberg Kravis Roberts & Co.; White Deer Energy
$788 - -
09/25/12 Union Drilling Provider of contract drilling services for energy industry companies
United States Sidewinder Drilling $244 0.97x 4.9x
09/24/12 Fugro Geoscience Division Provides seismic services and geophysical and geological services
Netherlands CGG $1,549 1.56x 9.7x
09/16/12 R3 Treatment Provides non-hazardous oilfield waste treatment, recovery, and disposal services to oil and gas producers in the United States
United States Waste Connections $1,441 8.83x 21.2x
Sources: Capital IQ and Merger Market.
William Blair
Energy Services & Equipment 11 Selected M&A Activity
Energy Services & Equipment Transactions (cont’d)
($ in millions)
Date Announced Target (Unit Sold) / Target Business Description Target Nation Buyer
Enterprise Value
Enterprise Value/LTM
Revenue EBITDA
08/20/12 Pure Energy Services Provides well completion and production related services to oil and natural gas companies
Canada FMC Technologies $310 1.09x 5.4x
08/14/12 Ulterra Drilling Technologies Provides PDC drill bits for drilling markets worldwide
United States ESCO $325 1.73x -
08/09/12 Robbins & Myers Manufacturer and supplier of engineered equipment and systems for the pharmaceutical, energy, chemical and industrial markets
United States National Oilwell Varco $2,439 2.39x 9.4x
07/30/12 The Shaw Group Provides services to multinational and national oil companies, industrial corporations, regulated utilities, and the United States government agencies worldwide
United States Chicago Bridge & Iron Company
$3,382 0.56x 20.4x
06/29/12 Energy, Safety and Risk Consultants Provides consulting and project solutions to the civil and defense nuclear markets
United Kingdom AMEC $218 1.99x -
06/06/12 Casedhole Holdings Provides various well-site services to oil and gas drilling and producing companies in the United States
United States C&J Spec-Rent Services $324 2.52x 10.0x
05/30/12 CE Franklin Engages in the distribution of pipes, valves, flanges, fittings, production equipment, tubular products, and other general industrial supplies primarily to the oil and gas industry in Canada
Canada National Oilwell Varco $221 0.40x 8.1x
05/21/12 NPS Energy DMCC Provides oilfield services
United Arab Emirates
Aker Solutions $460 3.96x 11.4x
05/21/12 The Shaw Group (Energy & Chemicals Business) Provides project-related services, including design, engineering, construction, procurement, and technology to chemical and refining industry
United States Technip SA $298 1.05x -
04/30/12 Bifold Fluidpower Oil and gas valve manufacturer
United Kingdom LDC $138 3.38x 15.2x
04/18/12 TTS Group (drilling equipment business) Designs, develops, and supplies equipment solutions for the marine and offshore industries worldwide
Norway Cameron International $270 - -
04/10/12 Wilson International Distributes pipes, valve and valve automation, fittings, mill and tool supplies, safety products, and artificial lift systems
United States National Oilwell Varco $800 0.38x -
04/05/12 Production Control Services Designs, engineers, and manufactures well deliquification and production optimization products for oil and gas producers
United States Dover Artificial Lift $222 2.47x -
03/20/12 Expro International (connectors and measurements division) Designs, engineers, and manufactures well deliquification and production optimization products for oil and gas producers
United Kingdom Siemens $610 5.32x 13.1x
03/19/12 Seajacks International Owner and manager of self-propelled jack-up vessels
United Kingdom Marubeni; Innovation Network
$850 - -
02/29/12 Tebodin Provides consulting and engineering services in the Netherlands and internationally
Netherlands Bilfinger $194 0.64x -
02/29/12 Transocean Pacific Drilling (50% Stake) Engaged in operating deepwater drillships
United States Transocean $1,843 - -
Sources: Capital IQ and Merger Market.
William Blair
Energy Services & Equipment Selected M&A Activity 12
Energy Services & Equipment Transactions (cont’d)
($ in millions)
Date Announced Target (Unit Sold) / Target Business Description Target Nation Buyer
Enterprise Value
Enterprise Value/LTM
Revenue EBITDA
02/27/12 Zenith Oilfield Technology Developer of monitoring and completion technologies
United Kingdom Lufkin Industries $135 - -
02/23/12 Exterran Holdings (compression and processing assets) Compression and processing assets of Exterran Holdings
United States Exterran Partners $183 - -
02/20/12 Flint Energy Services Provider of integrated products and services for the oil and gas industry
Canada URS $1,489 0.89x 11.0x
02/03/12 NKT Flexibles Engaged in designing and manufacturing flexible pipe products and systems for the offshore oil and gas industry
Denmark National Oilwell Varco $670 2.53x 12.6x
Sources: Capital IQ and Merger Market.
M&A Trends
William Blair
Energy Services & Equipment M&A Trends 13
M&A Trends
Annual M&A Trends
Energy Services & Equipment Industry Transaction Volume – Last 10 Years
Data as of August 28, 2014. Sources: Capital IQ, Merger Market and William Blair.
Energy Services & Equipment Industry Total Disclosed Transaction Value – Last 10 Years
Data as of August 28, 2014. Sources: Capital IQ, Merger Market and William Blair.
285
368
510564
484
186
386420
449
388
245
331
0
100
200
300
400
500
600
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2013 YTD 2014 YTD
(# of deals) Median: 404 deals
$39
$61
$136 $138
$77
$15
$110
$88 $87
$62
$46
$62
$0
$20
$40
$60
$80
$100
$120
$140
$160
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2013 YTD 2014 YTD
($ in billions) Median: $82 billion
William Blair
Energy Services & Equipment 14 M&A Trends
Quarterly M&A Trends
Quarterly Transaction Volume
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Current
2010 2011 2012 2013 2014
Data as of August 28, 2014. Sources: Capital IQ, Merger Market and William Blair.
Quarterly Transaction Value
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Current
2010 2011 2012 2013 2014
Data as of August 28, 2014. Sources: Capital IQ, Merger Market and William Blair.
86 10993 98 104 101 108 107
126104 95
12496 99 83
110 105
144
82
0
50
100
150
200
(# of deals) Median: 104 deals
$37$33
$20 $20
$28
$14
$24$21
$12 $14
$27
$34
$21 $21
$8$12
$18
$35
$10
$0
$15
$30
$45
($ in billions) Median: $21
William Blair
Energy Services & Equipment M&A Trends 15
Participant Trends
Breakdown of Acquirers by Type
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 YTD
Sponsor 6% 6% 5% 7% 9% 5% 6% 8% 12% 12% 15%
Strategic 94% 94% 95% 93% 91% 95% 94% 92% 88% 88% 85%
Data as of August 28, 2014. Sources: Capital IQ, Merger Market and William Blair.
Breakdown of Acquirers by Location
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 YTD
Domestic 63% 68% 67% 64% 59% 57% 58% 57% 57% 57% 61%
Cross-Border 37% 32% 33% 36% 41% 43% 42% 43% 43% 43% 39%
Data as of August 28, 2014. Sources: Capital IQ, Merger Market and William Blair.
0%20%40%60%80%100%
Percent of DealsSponsor Strategic
0%
20%
40%
60%
80%
100%
Percent of Deals
0%
20%
40%
60%
80%
100%
Percent of Deals Domestic Cross-Border
0%
20%
40%
60%
80%
100%
Percent of Deals
William Blair
Energy Services & Equipment 16 M&A Trends
Valuation Trends
Average Revenue Multiples
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 YTD
Number of Disclosed Deals 26 66 80 105 98 38 76 73 76 57 43
Average EBITDA Multiples
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 YTD
Number of Disclosed Deals 17 35 51 59 44 17 38 47 39 29 25
Note: Data represents global transactions announced in the respective sectors. Note: Transactions with multiples that are not meaningful are categorized as undisclosed. Data as of August 28, 2014. Sources: Capital IQ, Merger Market and William Blair.
1.69x1.74x
1.86x
1.71x
1.86x
1.40x
1.78x 1.73x
1.54x1.47x 1.52x
0.00x
0.40x
0.80x
1.20x
1.60x
2.00x
EV/Revenue Multiple
9.7x10.1x 9.8x
11.0x
9.8x
7.5x
10.2x11.0x
9.2x 9.0x 8.9x
0.0x
2.0x
4.0x
6.0x
8.0x
10.0x
12.0x
EV/EBITDA Multiple
Public Comps
William Blair
Energy Services & Equipment Public Comps 17
Public Comps
Oil & Gas Equipment
($ in millions, except share price data) 52-Week LTM Metrics Valuation
Company Current Stock Price Low High
Equity Value
Enterprise Value (EV) Revenue EBITDA
EBITDA Margin EV/ EBITDA P/E
2015 EV/ EBITDA 2015 P/E
Aker Solutions ASA $95.70 $78.60 $116.80 $26,035 $30,469 $45,741 $3,154 6.9% 9.6x 16.5x 6.5x 12.5x
Cameron International Corporation
74.36 52.50 74.53 15,088 17,975 10,640 1,562 14.7% 11.5x 17.9x 9.3x 14.4x
CIRCOR International, Inc. 71.00 56.88 83.37 1,255 1,182 848 110 12.9% 10.8x 19.3x 8.9x 16.0x
Dril-Quip, Inc. 100.75 94.99 121.07 4,028 3,685 892 273 30.6% 13.5x 20.1x 10.1x 16.7x
FMC Technologies, Inc. 61.59 47.58 63.92 14,465 15,412 7,582 1,167 15.4% 13.2x 21.9x 10.2x 17.9x
Forum Energy Technologies, Inc. 33.43 24.32 37.03 3,138 3,543 1,616 290 17.9% 11.5x 18.4x 8.5x 14.5x
Hunting plc 9.10 7.19 9.20 1,342 1,495 1,366 244 17.9% 10.5x 15.5x 8.4x 14.1x
National Oilwell Varco, Inc. 85.42 72.67 86.41 36,751 36,100 23,957 4,509 18.8% 7.9x 14.2x 7.2x 12.7x
Oceaneering International, Inc. 69.08 66.00 87.64 7,461 7,438 3,516 796 22.6% 9.3x 17.2x 7.5x 14.9x
Schoeller-Bleckmann Oilfield Equipment AG
80.00 70.53 96.57 1,273 1,305 453 133 29.3% 9.8x 19.3x 7.9x 16.1x
Tenaris SA 16.63 14.78 18.45 19,632 18,803 10,330 2,756 26.7% 9.2x 16.3x 7.8x 14.4x
Tesco Corporation 21.03 15.45 22.50 843 737 536 100 18.6% 7.4x 17.4x 4.9x 12.6x
Vallourec SA 33.32 31.25 51.01 4,248 6,360 5,683 922 16.2% 6.9x 18.5x 6.8x 14.4x
Median $69.08 $52.50 $74.53 $4,248 $6,360 $3,516 $796 17.9% 9.8x 17.9x 7.9x 14.4x
Indexed Stock Performance – Last 5 Years Indexed Stock Performance – Last 12 Months
Source: FactSet Research Systems as of August 28, 2014. Source: FactSet Research Systems as of August 28, 2014.
50%
100%
150%
200%
250%
Oil & Gas Equipment +85.0%
S&P 500 +94.1%
(Indexed Price)
90%
100%
110%
120%
130%
Oil & Gas Equipment +8.7%
S&P 500 +22.1%
(Indexed Price)
William Blair
Energy Services & Equipment 18 Public Comps
Geophysical Services
($ in millions, except share price data) 52-Week LTM Metrics Valuation
Company Current Stock Price Low High
Equity Value
Enterprise Value (EV) Revenue EBITDA
EBITDA Margin EV/ EBITDA P/E
2015 EV/ EBITDA 2015 P/E
CGG $6.79 $6.43 $19.30 $1,197 $3,126 $3,359 $1,146 34.1% 3.9x NM 3.7x 11.4x
Fugro NV 27.57 26.82 49.72 2,273 3,148 2,443 389 15.9% 8.2x 16.6x 6.5x 11.4x
Geospace Technologies Corporation
40.73 34.01 107.93 535 476 279 92 33.0% 5.2x 12.1x NM NM
ION Geophysical Corporation 3.39 2.81 5.52 556 596 565 173 30.6% 4.5x 39.9x 3.0x 13.0x
Petroleum Geo Services ASA 46.70 46.57 83.80 9,999 17,250 1,355 727 53.7% 4.0x 8.3x 3.2x 6.6x
TGS Nopec Geophysical Co. ASA 173.70 138.90 210.70 17,702 16,397 889 747 84.0% 3.6x 11.1x 3.5x 11.3x
Median $34.15 $30.41 $66.76 $1,735 $3,137 $1,122 $558 33.6% 4.3x 12.1x 3.5x 11.4x
Indexed Stock Performance – Last 5 Years Indexed Stock Performance – Last 12 Months
Source: FactSet Research Systems as of August 28, 2014. Source: FactSet Research Systems as of August 28, 2014.
0%
50%
100%
150%
200%
Geophysical Services (15.0%)
S&P 500 +94.1%
(Indexed Price)
50%
75%
100%
125%
150%
Geophysical Services (41.1%)
S&P 500 +22.1
(Indexed Price)
William Blair
Energy Services & Equipment Public Comps 19
Land Drilling
($ in millions, except share price data) 52-Week LTM Metrics Valuation
Company Current Stock Price Low High
Equity Value
Enterprise Value (EV) Revenue EBITDA
EBITDA Margin EV/ EBITDA P/E
2015 EV/ EBITDA 2015 P/E
Archer Limited $10.80 $4.48 $12.40 $6,255 $10,913 $2,001 $188 9.4% 9.6x NM 5.7x 16.1x
CanElson Drilling Inc. 7.40 5.91 8.78 685 747 306 95 31.0% 7.6x 13.2x 5.2x 10.3x
Ensign Energy Services Inc. 16.26 15.42 18.44 2,493 3,100 2,215 493 22.3% 6.3x 16.4x 4.8x 12.4x
Helmerich & Payne, Inc. 103.07 62.39 118.95 11,155 10,800 3,599 1,510 42.0% 7.2x 15.9x 5.6x 13.4x
Nabors Industries Ltd. 26.26 15.21 30.24 7,871 11,352 6,365 1,706 26.8% 6.7x 21.5x 5.2x 12.0x
Parker Drilling Co. 6.22 5.54 8.67 757 1,294 965 270 28.0% 4.8x 15.3x 3.7x 8.6x
Patterson-UTI Energy Inc. 33.54 18.83 38.43 4,901 5,468 2,825 920 32.6% 5.9x 21.4x 4.5x 14.1x
Pioneer Energy Services Corp. 15.34 6.72 18.40 969 1,440 981 243 24.7% 5.9x 34.4x 4.6x 20.1x
Precision Drilling Corporation 13.61 9.20 15.65 3,984 5,124 2,203 675 30.7% 7.6x 16.8x 5.1x 11.1x
Median $15.34 $9.20 $18.40 $3,984 $5,124 $2,203 $493 28.0% 6.7x 16.6x 5.1x 12.4x
Indexed Stock Performance – Last 5 Years Indexed Stock Performance – Last 12 Months
Source: FactSet Research Systems as of August 28, 2014. Source: FactSet Research Systems as of August 28, 2014.
50%
100%
150%
200%
250%
Land Drilling +91.6%
S&P 500 +94.1%
(Indexed Price)
75%
100%
125%
150%
175%
Land Drilling +49.4%
S&P 500 +22.1%
(Indexed Price)
William Blair
Energy Services & Equipment 20 Public Comps
Offshore Drilling
($ in millions, except share price data) 52-Week LTM Metrics Valuation
Company Current Stock Price Low High
Equity Value
Enterprise Value (EV) Revenue EBITDA
EBITDA Margin EV/ EBITDA P/E
2015 EV/ EBITDA 2015 P/E
Atwood Oceanics, Inc. $48.88 $44.88 $58.46 $3,145 $4,494 $1,078 $532 49.4% 8.4x 9.4x 5.6x 6.6x
Diamond Offshore Drilling, Inc. 43.78 43.04 65.62 6,004 7,168 2,734 1,045 38.2% 6.9x 14.4x 5.5x 11.5x
Ensco plc 49.75 47.85 62.44 11,659 16,218 5,082 2,400 47.2% 6.8x 8.6x 6.8x 8.6x
Fred Olsen Energy ASA 147.70 138.30 300.40 9,787 17,458 1,107 455 41.2% 6.3x 10.4x 4.3x 6.0x
Hercules Offshore, Inc. 3.33 3.10 7.85 535 1,554 960 347 36.1% 4.5x 17.2x 4.4x 9.7x
Noble Corp. 27.94 26.04 40.66 7,104 13,703 4,607 2,306 50.1% 5.9x 8.9x 7.7x 10.1x
Ocean Rig UDW Inc. 18.47 16.12 20.97 2,436 6,413 1,476 730 49.4% 8.8x 10.5x 6.6x 8.1x
Pacific Drilling S.A. 9.85 9.23 12.25 2,141 4,788 880 436 49.5% 11.0x 12.0x 6.3x 8.4x
Rowan Companies plc 29.87 28.43 38.65 3,719 5,280 1,577 549 34.8% 9.6x 14.5x 5.0x 7.6x
SeaDrill Limited 36.90 32.40 48.09 18,195 30,910 4,805 2,416 50.3% 13.5x 11.4x 9.3x 10.1x
Transocean Ltd. 38.41 37.33 55.74 13,912 22,267 9,603 3,897 40.6% 5.7x 8.4x 7.0x 11.9x
Median $36.90 $32.40 $48.09 $6,004 $7,168 $1,577 $730 47.2% 6.9x 10.5x 6.3x 8.6x
Indexed Stock Performance – Last 5 Years Indexed Stock Performance – Last 12 Months
Source: FactSet Research Systems as of August 28, 2014. Source: FactSet Research Systems as of August 28, 2014.
0%
50%
100%
150%
200%
Offshore Drilling (9.5%)
S&P 500 +94.1%
(Indexed Price)
60%
80%
100%
120%
140%
Offshore Drilling (18.3%)
S&P 500 +22.1%
(Indexed Price)
William Blair
Energy Services & Equipment Public Comps 21
Well Services
($ in millions, except share price data) 52-Week LTM Metrics Valuation
Company Current Stock Price Low High
Equity Value
Enterprise Value (EV) Revenue EBITDA
EBITDA Margin EV/ EBITDA P/E
2015 EV/ EBITDA 2015 P/E
Basic Energy Services, Inc. $23.82 $11.29 $29.84 $1,029 $1,809 $1,329 $265 19.9% 6.8x 43.4x 4.5x 15.6x
C&J Energy Services, Inc. 28.57 19.88 34.93 1,581 1,864 1,212 168 13.8% 11.1x 24.6x 5.8x 13.5x
Calfrac Well Services Ltd. 20.44 14.29 22.57 1,937 2,593 1,902 218 11.5% 11.9x 28.5x 5.9x 11.8x
Canyon Services Group, Inc. 16.43 10.43 20.05 1,125 1,140 384 40 10.3% 28.7x 25.2x 5.9x 11.2x
Frank's International N.V. 19.98 19.89 32.70 3,067 2,872 1,090 382 35.1% 7.5x 18.0x 6.0x 15.2x
Key Energy Services Inc. 6.12 5.96 10.52 940 1,635 1,459 211 14.4% 7.8x NM 5.0x 28.8x
Mullen Group Ltd. 28.85 24.30 31.34 2,643 2,974 1,467 300 20.5% 9.9x 18.4x 8.7x 16.7x
RPC Inc. 22.32 14.22 25.15 4,884 4,994 2,063 547 26.5% 9.1x 19.4x 5.6x 13.0x
Superior Energy Services, Inc. 35.64 22.85 37.05 5,513 6,967 4,603 1,045 22.7% 6.7x 19.6x 4.9x 13.8x
Trican Well Service Ltd. 15.62 11.97 18.19 2,337 2,965 2,278 138 6.0% 21.5x NM 6.3x 15.5x
Median $21.38 $14.26 $27.50 $2,137 $2,732 $1,463 $242 17.2% 9.5x 22.1x 5.8x 14.5x
Indexed Stock Performance – Last 5 Years Indexed Stock Performance – Last 12 Months
Source: FactSet Research Systems as of August 28, 2014. Source: FactSet Research Systems as of August 28, 2014.
0%
100%
200%
300%
400%
Well Services +119.4%
S&P 500 +94.1%
(Indexed Price)
85%
100%
115%
130%
145%
Well Services +18.2%
S&P 500 +22.1%
(Indexed Price)
William Blair
Energy Services & Equipment 22 Public Comps
Offshore Services
($ in millions, except share price data) 52-Week LTM Metrics Valuation
Company Current Stock Price Low High
Equity Value
Enterprise Value (EV) Revenue EBITDA
EBITDA Margin EV/ EBITDA P/E
2015 EV/ EBITDA 2015 P/E
Bourbon $22.35 $17.95 $24.36 $1,600 $3,461 $1,312 $411 31.3% 8.4x 22.6x 8.3x 15.2x
Bristow Group, Inc. 73.56 64.10 85.70 2,616 3,446 1,594 313 19.6% 10.9x 14.0x 8.5x 12.6x
CHC Group Ltd. 6.92 5.88 10.25 563 1,851 1,765 210 11.9% 8.5x NM 3.4x NM
Gulfmark Offshore, Inc. 40.00 37.35 53.89 1,055 1,575 497 193 38.9% 8.1x 12.4x 6.6x 9.4x
Helix Energy Solutions Group, Inc. 26.97 19.44 28.00 2,846 2,905 1,006 321 31.9% 9.0x 15.4x 6.9x 13.9x
Hornbeck Offshore Services, Inc. 43.42 37.44 59.93 1,577 2,381 585 265 45.3% 9.0x 15.8x 5.6x 10.4x
PHI Inc. 41.52 33.50 42.70 652 994 891 161 18.1% 6.1x 7.9x NM 8.3x
SEACOR Holdings Inc. 81.01 75.25 99.00 1,606 2,089 1,303 240 18.5% 8.6x 36.8x 7.5x 25.1x
Tidewater Inc. 50.45 45.51 63.22 2,508 3,973 1,487 442 29.7% 8.7x 12.7x 7.2x 10.7x
Median $41.52 $37.35 $53.89 $1,600 $2,381 $1,303 $265 29.7% 8.6x 14.7x 7.0x 11.6x
Indexed Stock Performance – Last 5 Years Indexed Stock Performance – Last 12 Months
Source: FactSet Research Systems as of August 28, 2014. Source: FactSet Research Systems as of August 28, 2014.
50%
100%
150%
200%
250%
Offshore Services +42.2%
S&P 500 +94.1%
(Indexed Price)
80%
100%
120%
140%
160%
Offshore Services (4.2%)
S&P 500 +22.1%
(Indexed Price)
William Blair
Energy Services & Equipment Public Comps 23
Large Cap Services
($ in millions, except share price data) 52-Week LTM Metrics Valuation
Company Current Stock Price Low High
Equity Value
Enterprise Value (EV) Revenue EBITDA
EBITDA Margin EV/ EBITDA P/E
2015 EV/ EBITDA 2015 P/E
Baker Hughes Incorporated $69.21 $46.33 $75.64 $30,109 $33,717 $23,313 $4,082 17.5% 8.3x 16.5x 5.8x 12.4x
Halliburton Company 67.38 47.46 74.33 57,309 62,665 30,510 6,428 21.1% 9.7x 16.6x 6.9x 12.6x
Schlumberger Limited 110.16 80.68 118.76 142,815 149,527 46,808 12,707 27.1% 11.6x 19.3x 9.3x 16.1x
Weatherford International plc 23.34 13.07 24.88 18,052 26,979 14,865 2,138 14.4% 12.6x 20.3x 6.9x 13.2x
Median $68.30 $46.90 $74.99 $43,709 $48,191 $26,912 $5,255 19.3% 10.7x 18.0x 6.9x 12.9x
Indexed Stock Performance – Last 5 Years Indexed Stock Performance – Last 12 Months
Source: FactSet Research Systems as of August 28, 2014. Source: FactSet Research Systems as of August 28, 2014.
50%
100%
150%
200%
250%
Large Cap Energy Services +95.0%
S&P 500 +94.1%
(Indexed Price)
80%
100%
120%
140%
160%
Large Cap Energy Services +37.2%
S&P 500 +22.1%
(Indexed Price)
William Blair
Energy Services & Equipment 24 Public Comps
Small Cap Services
($ in millions, except share price data) 52-Week LTM Metrics Valuation
Company Current Stock Price Low High
Equity Value
Enterprise Value (EV) Revenue EBITDA
EBITDA Margin EV/ EBITDA P/E
2015 EV/ EBITDA 2015 P/E
CARBO Ceramics Inc. $108.59 $81.01 $156.00 $2,509 $2,463 $691 $185 26.7% 13.3x 26.3x 9.7x 19.4x
Core Laboratories NV 156.38 143.14 221.00 6,947 7,256 1,080 366 33.9% 19.8x 26.7x 17.2x 23.7x
Emerge Energy Services LP 140.46 27.63 140.49 3,332 3,496 1,040 99 9.5% 35.4x 39.3x 15.4x 19.4x
Exterran Holdings, Inc. 44.89 26.50 45.90 3,008 4,989 2,897 601 20.8% 8.0x 55.0x 6.5x 28.3x
Hi-Crush Partners LP 65.94 23.08 69.25 2,437 2,605 233 92 39.2% 28.5x 20.8x 13.1x 15.3x
Oil States International Inc. 63.98 59.66 113.64 3,460 3,584 2,765 803 29.0% 4.5x 17.5x 7.5x 15.1x
Pason Systems Inc. 35.04 21.01 35.51 2,897 2,753 438 173 39.4% 15.9x 23.7x 9.3x 19.5x
RigNet, Inc. 46.83 34.24 59.06 825 850 272 61 22.5% 13.9x 34.2x 8.8x 23.7x
ShawCor Ltd. 58.69 37.01 60.63 3,535 3,887 1,856 373 20.1% 10.6x NM 8.3x NM
TETRA Technologies, Inc. 11.61 9.25 13.43 924 1,344 935 96 10.3% 13.9x 23.5x 4.6x 12.5x
U.S. Silica Holdings, Inc. 70.72 22.88 71.29 3,808 4,000 680 170 25.1% 23.5x 32.1x 12.5x 21.5x
Median $63.98 $27.63 $69.25 $3,008 $3,496 $935 $173 25.1% 13.9x 26.5x 9.3x 19.4x
Indexed Stock Performance – Last 5 Years Indexed Stock Performance – Last 12 Months
Source: FactSet Research Systems as of August 28, 2014. Source: FactSet Research Systems as of August 28, 2014.
0%
100%
200%
300%
400%
Small Cap Energy Services +245.2%
S&P 500 +94.1%
(Indexed Price)
75%
100%
125%
150%
175%
Small Cap Energy Services +49.2%
S&P 500 +22.1%
(Indexed Price)
William Blair
Energy Services & Equipment Public Comps 25
Engineering & Construction
($ in millions, except share price data) 52-Week LTM Metrics Valuation
Company Current Stock Price Low High
Equity Value
Enterprise Value (EV) Revenue EBITDA
EBITDA Margin EV/ EBITDA P/E
2015 EV/ EBITDA 2015 P/E
AMEC plc $11.38 $9.95 $12.71 $3,395 $3,369 $3,841 $302 7.9% 10.5x 13.8x 8.0x 12.1x
Bilfinger SE 57.91 52.00 92.86 2,557 2,807 8,476 425 5.0% 6.3x 12.8x 5.3x 10.5x
Chicago Bridge & Iron Company N.V.
63.75 57.54 89.22 6,897 8,976 12,215 1,046 8.6% 8.4x 12.5x 7.1x 10.8x
Fluor Corporation 74.48 63.17 83.93 11,732 10,058 23,612 1,336 5.7% 7.5x 17.5x 6.6x 14.6x
Foster Wheeler AG 32.54 22.92 34.95 3,257 2,891 3,238 237 7.3% 12.0x 18.0x 7.8x 14.8x
Jacobs Engineering Group Inc. 54.31 49.57 66.88 7,226 7,316 12,619 707 5.6% 10.3x 15.9x 7.6x 13.5x
John Wood Group PLC 7.82 6.10 8.39 2,842 3,111 6,815 559 8.2% 9.4x 12.9x 8.0x 11.7x
KBR, Inc. 22.24 20.42 36.70 3,230 2,335 6,727 149 2.2% 15.7x NM 5.5x 14.9x
Matrix Service Company 28.00 15.52 38.71 740 726 1,154 76 6.6% 9.6x 17.6x 6.7x 14.4x
McDermott International Inc. 7.35 6.58 9.36 1,747 1,976 2,284 (222) (9.7%) NM NM 8.0x 37.8x
Petrofac Limited 11.23 10.57 15.25 3,821 4,526 6,070 968 15.9% 8.0x 10.9x 5.9x 9.0x
Saipem SpA 17.79 14.81 21.00 7,818 13,026 12,976 1,209 9.3% 10.6x 24.7x 7.1x 12.8x
SBM Offshore N.V. 11.57 9.10 16.18 2,426 6,121 5,436 817 15.0% 9.8x 6.6x 8.3x 6.7x
Subsea 7 SA 103.30 101.50 132.50 34,043 34,624 6,723 1,198 17.8% 4.4x 8.3x 4.0x 8.9x
Technip SA 70.01 60.20 92.49 7,885 7,277 10,009 1,011 10.1% 7.2x 15.5x 5.3x 11.4x
Tecnicas Reunidas, S.A. 41.69 33.00 46.62 2,240 1,572 2,930 160 5.4% 10.1x 16.4x 8.2x 14.4x
Willbros Group Inc. 10.71 7.66 13.69 541 776 2,149 100 4.7% 7.7x 16.8x 5.7x 10.2x
WorleyParsons Limited 17.08 14.72 24.54 4,216 4,730 9,561 503 5.3% 9.1x 14.6x 8.1x 13.6x
Median $25.12 $17.97 $35.83 $3,326 $3,947 $6,725 $531 6.9% 9.4x 15.5x 7.1x 12.5x
Indexed Stock Performance – Last 5 Years Indexed Stock Performance – Last 12 Months
Source: FactSet Research Systems as of August 28, 2014. Source: FactSet Research Systems as of August 28, 2014.
50%
100%
150%
200%
250%
Engineering & Construction +22.3%
S&P 500 +94.1%
(Indexed Price)
85%
100%
115%
130%
145%
Engineering & Construction (4.6%)
S&P 500 +22.1%
(Indexed Price)
William Blair
Energy Services & Equipment 26 Public Comps
Engineered Equipment
($ in millions, except share price data) 52-Week LTM Metrics Valuation
Company Current Stock Price Low High
Equity Value
Enterprise Value (EV) Revenue EBITDA
EBITDA Margin EV/ EBITDA P/E
2015 EV/ EBITDA 2015 P/E
Chart Industries Inc. $66.34 $64.05 $130.85 $2,022 $2,159 $1,179 $178 15.1% 12.1x 22.9x 9.9x 18.1x
Flowserve Corp. 75.99 55.64 82.24 10,396 11,449 4,911 859 17.5% 13.2x 19.6x 11.1x 17.2x
Global Power Equipment Group Inc.
16.37 14.54 20.98 280 296 471 33 7.0% 9.0x 28.7x 7.1x 14.6x
Graham Corporation 30.24 26.20 41.94 306 245 102 15 14.5% 16.5x 27.9x 8.5x 19.0x
The Babcock & Wilcox Company 29.16 27.52 36.00 3,134 3,198 2,926 516 17.7% 5.5x 16.5x 7.3x 12.1x
The Weir Group PLC 26.50 20.36 28.48 5,654 6,412 2,375 497 20.9% 12.7x 18.7x 11.1x 16.7x
Median $29.70 $26.86 $38.97 $2,578 $2,678 $1,777 $337 16.3% 12.4x 21.2x 9.2x 16.9x
Indexed Stock Performance – Last 5 Years Indexed Stock Performance – Last 12 Months
Source: FactSet Research Systems as of August 28, 2014. Source: FactSet Research Systems as of August 28, 2014.
0%
100%
200%
300%
400%
Engineered Equipment +181.6%
S&P 500 +94.1%
(Indexed Price)
90%
100%
110%
120%
130%
Engineered Equipment +13.5%
S&P 500 +22.1%
(Indexed Price)
Quarterly Market Update – All Industries
William Blair
Energy Services & Equipment Quarterly Market Update – All Industries 27
Quarterly Market Update – All Industries
Domestic M&A Market Summary
U.S. Activity Trends
M&A Activity
Number of Deals
2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 LTM
>$750M 147 233 281 362 460 228 156 287 262 312 312 347
Middle Market 4,239 4,527 4,453 4,548 4,537 4,766 4,144 6,224 5,360 5,155 4,203 4,051
Undisclosed 4,406 5,174 5,353 7,510 8,343 6,494 5,075 6,238 7,775 9,167 7,574 7,772
Deal Value $688 $992 $1,297 $1,647 $1,750 $1,075 $886 $1,048 $1,174 $1,104 $1,294 $1,712
Middle-Market M&A Activity
Number of Deals
2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 LTM
$250M-$750M 314 402 424 536 627 417 269 457 475 467 512 563
$50M-$250M 1,065 1,218 1,265 1,294 1,333 1,195 791 1,138 1,148 1,151 1,095 1,096
<$50M 2,860 2,907 2,764 2,718 2,577 3,154 3,084 4,629 3,737 3,537 2,596 2,392
Deal Value $292 $351 $364 $421 $466 $355 $239 $370 $383 $380 $387 $406
Private-Equity Activity
Number of Deals
2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 LTM
>$750M 33 61 84 106 149 64 34 94 88 95 88 106
Middle Market 626 906 859 998 826 788 742 869 698 660 507 564
Undisclosed 541 679 869 1,143 1,341 969 686 1,013 1,249 1,336 1,154 1309
Deal Value $120.4 $224.6 $287.6 $523.7 $644.3 $243.7 $149.3 $272.3 $268.6 $264.5 $282.6 $319.0
Note: Year-to-date as of June 30, 2014. Sources: Dealogic and William Blair’s mergers-and-acquisitions market analysis. Data represents announced deals only.
8,792 9,934 10,08712,420 13,340 11,488
9,37512,749 13,397 14,634
12,089 12,170
$0
$600
$1,200
$1,800
0
6,000
12,000
18,000
Deal Value($ in billions)
Number of Deals
4,239 4,527 4,453 4,548
4,537 4,7664,144 6,224 5,360 5,155 4,203 4,051
$0
$200
$400
$600
0
5,000
10,000
Deal Value($ in millions)
Number of Deals
1,2001,646 1,812
2,2472,316 1,821
1,462 1,976 2,035 2,0911,749 1,979
$0
$400
$800
$0
$1,000
$2,000
$3,000
Deal Value($ in billions)
Number of Deals
William Blair
Energy Services & Equipment 28 Quarterly Market Update – All Industries
U.S. Valuation Trends
Median EV/EBITDA Multiples
2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 LTM
Middle Market 7.5x 7.4x 8.7x 10.1x 10.0x 9.5x 7.9x 6.4x 9.3x 10.0x 9.1x 9.9x 9.7x
Overall Market 7.9x 8.0x 9.1x 10.3x 11.0x 11.2x 9.0x 7.4x 9.9x 10.8x 9.6x 10.0x 10.1x
Median EV/EBITDA Middle-Market Multiples
2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 LTM
< $50M 4.1x 7.1x 6.4x 7.2x 10.2x 7.8x 4.9x 3.9x 8.8x 9.0x 6.8x 8.1x 8.0x
$50M-$250M 7.5x 6.9x 8.7x 11.3x 9.5x 10.4x 9.1x 7.1x 9.3x 10.0x 9.2x 11.3x 11.3x
$250M-$750M 9.7x 9.2x 9.1x 10.0x 11.0x 9.4x 8.3x 7.9x 9.7x 10.7x 10.2x 12.9x 12.5x
Average Acquisition Premiums
2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 LTM
1-Week Premium 36% 32% 28% 26% 26% 27% 36% 38% 34% 36% 36% 23% 24%
4-Week Premium 38% 40% 32% 31% 31% 29% 37% 41% 38% 39% 39% 30% 31%
Notes: Data limited to a range of 1 to 100 and LTM is as of June 30, 2014. Sources: Dealogic and William Blair’s mergers-and-acquisitions market analysis. Data represents announced deals only.
3.0x
6.0x
9.0x
12.0x
15.0x
Middle Market Overall Market
0.0x
4.0x
8.0x
12.0x
16.0x< $50M $50M-$250M $250M-$750M
20%
30%
40%
50%
1-Week Premium 4-Week Premium
William Blair
Energy Services & Equipment Quarterly Market Update – All Industries 29
U.S. Equity Capital Markets Summary
Historical IPO Issuance
Historical Follow-On Issuance
Note: Excludes follow-on offerings for CLEFs, REITs, and SPACs.
IPO Pricings by Sector – Last 4 Quarters:
237 Total Deals
Follow-on Pricings by Sector – Last 4 Quarters:
746 Total Deals
Sources: Dealogic and William Blair’s mergers-and-acquisitions market analysis.
54
139
95105
175
71
133
28 3513 19
3925 20 21 21
50 48 56 63 70
0
50
100
150
200
2009 2010 2011 2012 2013 2013YTD
2014YTD
1Q 11 2Q 11 Q3 11 Q4 11 Q1 12 Q2 12 Q3 12 Q4 12 Q1 13 Q2 13 Q3 13 Q4 13 Q1 14 Q2 14
564506
394470
657
292
380
135 128
5086
13098 115 127 152 140
173 193 198 182
0
100
200
300
400
500
600
700
2009 2010 2011 2012 2013 2013YTD
2014YTD
1Q 11 2Q 11 Q3 11 Q4 11 Q1 12 Q2 12 Q3 12 Q4 12 Q1 13 Q2 13 Q3 13 Q4 13 Q1 14 Q2 14
19
24
21
85
29
59Business Services
Consumer
Financial
Healthcare
Industrial
Technology
77
58
67
191
207
146 Business Services
Consumer
Financial
Healthcare
Industrial
Technology
William Blair
Energy Services & Equipment 30 Quarterly Market Update – All Industries
Debt Capital Markets Summary
Average Equity Contribution
Quarterly LBO Debt Multiples – Less Than $50 Million EBITDA
Quarterly LBO Debt Multiples – Greater Than $50 Million EBITDA
Sources: Dealogic and Standard & Poor’s as of June 30, 2014.
36%
41%38%
40%35% 34%
32%
40%
46% 45%41% 41%
46%43%
31%
37%32% 32% 30% 29% 30%
38%
47%
40%37% 37%
33% 34%
0%
10%
20%
30%
40%
50%
60%
2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 YTD
Less than $50 million EBITDA More than $50 million EBITDA
3.8x 4.0x 3.6x3.5x 3.9x 4.1x 4.4x 5.0x 4.9x 5.3x 4.4x3.4x
4.1x
3.1x 3.2x 3.0x
3.3x
3.4x 2.4x
3.9x4.4x
4.8x
4.6x3.3x
3.1x3.4x
2.0x3.0x4.0x5.0x6.0x7.0x
2.0x3.0x4.0x5.0x6.0x7.0x
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011
Total Debt/EBITDA Senior Debt/EBITDA
(1)
3.6x3.8x
3.7x
4.0x4.2x
4.2x4.9x
4.8x
4.4x
3.4x
3.8x 4.4x
5.0x 5.1x
3.0x
3.8x
3.7x
2.2x
4.0x3.8x
4.5x4.8x
3.3x3.1x
3.7x3.2x
5.0x 5.1x
2.0x
3.0x
4.0x
5.0x
6.0x
7.0x
2.0x
3.0x
4.0x
5.0x
6.0x
7.0x
2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 20143.8x 4.0x 3.6x
3.5x 3.9x 4.1x 4.4x 5.0x 4.9x 5.3x 4.4x3.4x4.1x
3.1x 3.2x 3.0x
3.3x
3.4x 2.4x
3.9x4.4x
4.8x
4.6x3.3x
3.1x3.4x
2.0x3.0x4.0x5.0x6.0x7.0x
2.0x3.0x4.0x5.0x6.0x7.0x
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011
Total Debt/EBITDA Senior Debt/EBITDA
(1)
4.1x4.5x 4.4x
4.8x 4.9x
5.0x
5.7x
6.8x
4.0x
4.8x
5.3x
4.3x
5.1x
5.5x
3.1x2.6x
2.6x2.9x
2.9x
3.5x
4.4x
6.6x
3.1x
3.9x
5.3x
4.0x
4.9x
5.5x
2.0x
3.0x
4.0x
5.0x
6.0x
7.0x
2.0x
3.0x
4.0x
5.0x
6.0x
7.0x
2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014
William Blair
Energy Services & Equipment Notes 31
Notes
William Blair
“William Blair” is a trade name for William Blair & Company, L.L.C., William Blair Investment Management, LLC and William Blair International, Ltd. William Blair & Company, L.L.C. and William Blair Investment Management, LLC are each a Delaware company and regulated by the Securities and Exchange Commission. William Blair & Company, L.L.C. is also regulated by The Financial Industry Regulatory Authority and other principal exchanges. William Blair International, Ltd is authorized and regulated by the Financial Conduct Authority (“FCA”) in the United Kingdom. William Blair only offers products and services where it is permitted to do so. Some of these products and services are only offered to persons or institutions situated in the United States and are not offered to persons or institutions outside the United States. This material has been approved for distribution in the United Kingdom by William Blair International, Ltd. Regulated by the Financial Conduct Authority (FCA), and is directed only at, and is only made available to, persons falling within COB 3.5 and 3.6 of the FCA Handbook (being “Eligible Counterparties” and Professional Clients). This Document is not to be distributed or passed on at any “Retail Clients.” No persons other than persons to whom this document is directed should rely on it or its contents or use it as the basis to make an investment decision. William Blair & Company | 222 West Adams Street | Chicago, Illinois 60606 | +1 312 236 1600 | williamblair.com
September 9, 2014
Energy Services & Equipment 32 Disclosures
Disclosures