2015 automotive aftermarket investment report · u.s. auto parts network 2.34 2.95 26.1% 3.34 2.93...

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2015 Automotive Aftermarket Investment Report An Annual Review of Automotive Aftermarket M&A, Equity, and Debt Activity

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Page 1: 2015 Automotive Aftermarket Investment Report · U.S. Auto Parts Network 2.34 2.95 26.1% 3.34 2.93 101 116 21.5x 14.2x 10.3x NM NM NM Uni-Select $ 26.42 $ 49.38 86.9% $ 51.82 41.22

2015 Automotive Aftermarket Investment Report An Annual Review of Automotive Aftermarket M&A, Equity, and Debt Activity

Page 2: 2015 Automotive Aftermarket Investment Report · U.S. Auto Parts Network 2.34 2.95 26.1% 3.34 2.93 101 116 21.5x 14.2x 10.3x NM NM NM Uni-Select $ 26.42 $ 49.38 86.9% $ 51.82 41.22

2

Foreword

Jonathan Carey Managing Director & Global Co-Head +1 617.342.7865 [email protected]

Rex Green Managing Director & Global Co-Head +1 617.342.7886 [email protected]

Treavor Hill Vice President +1 617.342.7929 [email protected]

Yogesh Punjabi Vice President +1 617.342.7927 [email protected]

Matthew Grau Associate +1 617.342.7889 [email protected]

Jack Walsh Associate +1 617.342.7868 [email protected]

Automotive Aftermarket Suppliers Association – Programs and Member Services

Welcome to the 2015 Automotive Aftermarket Investment Report, an annual review of automotive aftermarket mergers and acquisitions, equity, and debt activity. This report is provided to you by Jefferies LLC (“Jefferies”) and the Automotive Aftermarket Suppliers Association (“AASA”). The purpose of this publication is to touch on notable transactions that occurred in 2015 and discuss deal trends in the aftermarket landscape.

The mergers and acquisitions environment has been very active in recent years and 2015 was no exception. 119 sizeable transactions occurred in North America in 2015. As market conditions remain favorable, we expect this volume of notable deals to continue as both strategic and financial investors aggressively look to deploy capital in what remains a fragmented and dynamic industry.

Jefferies Automotive Aftermarket Practice

Jefferies Automotive Aftermarket Investment Banking practice is the only full-service investment banking team to focus exclusively on the entire Aftermarket channel and the only investment bank that brings a global focus to its Aftermarket practice. We offer our clients a full suite of investment banking products, including end-to-end financial advisory services including M&A, equity underwriting, leverage financing, and restructuring. We pride ourselves on our best-in-class execution and intimate knowledge of the opportunities and challenges that exist in today’s Aftermarket. Jefferies is a proud affiliate of the AASA and frequently provides thought-leadership to AASA member companies.

Investment Banking Team

Jay Burkhart Vice President & Chief Strategy Officer +1 919.406.8846 [email protected]

Bailey Overman Senior Analyst +1 919.406.8823 [email protected]

AASA (www.aftermarketsuppliers.org) exclusively serves manufacturers of aftermarket components, tools and equipment, and related products which support 710,000 employees in the United States. AASA is a recognized industry change agent – promoting a collaborative industry environment, providing a forum to address issues and serving as a valued resource for members. AASA is the light vehicle aftermarket division of the Motor & Equipment Manufacturers Association (MEMA). “AASA, The Voice for the Automotive Aftermarket Supplier Industry”

Page 3: 2015 Automotive Aftermarket Investment Report · U.S. Auto Parts Network 2.34 2.95 26.1% 3.34 2.93 101 116 21.5x 14.2x 10.3x NM NM NM Uni-Select $ 26.42 $ 49.38 86.9% $ 51.82 41.22

3

Public Equity Performance & Transactions

Page 4: 2015 Automotive Aftermarket Investment Report · U.S. Auto Parts Network 2.34 2.95 26.1% 3.34 2.93 101 116 21.5x 14.2x 10.3x NM NM NM Uni-Select $ 26.42 $ 49.38 86.9% $ 51.82 41.22

4

2015 S&P Returns versus Jefferies Aftermarket Sector Indices(1)

Aftermarket v. S&P 500 in 2015

Nearly All Sectors of the Aftermarket Outperform Broad Market

In 2015 the S&P 500 index posted a negative return (-.73%) for the first time since 2009. The S&P’s return was supported heavily by five well-known consumer and tech names (Amazon – +218%, Google – +147%, Microsoft – +119%, Facebook – +134%, GE – +123%), which accounted for nearly all of the S&P’s gains. Without these names’ contributions, the S&P would have returned -3.03% for the year.

Four of the S&P’s ten sectors rose, led by consumer discretionary (+8.4%) and healthcare (+5.2%). 2015 marked the seventh consecutive year of consumer discretionary sector growth; the job market strengthened (+.7% rise in employment), home sales were relatively steady (-3.0% decline), and relatively cheap gasoline (less than $2.50/gallon) allowed consumers to spend more on new cars (+5.7% YoY), restaurants, and online shopping.

The energy, materials, and utilities sectors all experienced double-digit declines, driven by falling commodity prices and the market’s expectation of continued rising interest rates.

The U.S. market’s lackluster performance for 2015 (and the rocky start to 2016) highlights a potential disconnect between Wall Street (facing stock price sentiment headwinds) and Main Street (benefiting from steady consumer spending and a growing job market). One thing is certain, after a six year bull market with the S&P rising approximately +125% investors are wary of being caught in a market correction.

The Aftermarket(1) returned +10.4% in 2015. The sectors that outperformed the Aftermarket Index’s growth were the Service Providers sector, by +70%, followed by Parts Retail & Distribution sector, by 17% – see market weighting graphic on page 6. Within these sectors the companies with the highest stock price outperformance were, Uni-Select (+86.9%), O’Reilly (+31.6), U.S. Auto Parts (+26.1%) and Snap-on (+25.4%).

Aftermarket sales and earnings grew 0.2% and 7.4% in 2015, respectively; the Service Providers and Collision sectors experienced the strongest earnings growth at 12.4% and 9.5%, respectively(2).

2015 marks the eighth consecutive year the Aftermarket has outperformed the S&P 500. A dollar invested ten years ago in the aftermarket would have returned $4.83 versus $1.65 for the broader market in 2015 – and that dollar would have experienced less volatility(3).

Equity analysts are expecting aftermarket earnings(4) to grow at a similar rate in 2016 (+8.2%) – here’s hoping for another great year for aftermarket stocks.

108.6%

112.0% 114.6%

105.7%

110.4%

99.3%

90%

100%

110%

120%

130%

140%

Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

Suppliers Parts Retailers & DistributorsService Providers CollisionAutomotive Aftermarket Index S&P 500

Indices Year over Year Growth

Revenue EBITDA P / E Revenue EBITDA P / E

— 6.3% 12.4% 33.2x 10.0% 17.4% 27.5x

— 2.5% 7.1% 21.7x 3.4% 8.0% 19.9x

— 0.2% 7.4% 19.2x 3.9% 8.2% 17.4x

— (5.5%) 6.8% 13.7x 2.4% 7.0% 12.3x

— 8.8% 9.5% 20.8x 9.0% 10.6% 18.4x

— 3.3% 0.8% 16.6x 4.1% 7.2% 15.9x

2015E 2016P

Source: Capital IQ, Company Filings (1) Jefferies North American Aftermarket Market Weighted Index (2) 2015 revenue and EBITDA earnings are estimated for Q4 2015, where applicable (3) Based on a comparison on the number of days where each index changes price +/- 1% (4) Earnings before interest, taxes, depreciation, and amortization

Page 5: 2015 Automotive Aftermarket Investment Report · U.S. Auto Parts Network 2.34 2.95 26.1% 3.34 2.93 101 116 21.5x 14.2x 10.3x NM NM NM Uni-Select $ 26.42 $ 49.38 86.9% $ 51.82 41.22

5

Aftermarket Sector Constituents’ Equity Performance

Source: Capital IQ. (1) Company started trading on 7/1/15. (2) Company started trading on 5/14/15. (3) Trading terminated as of March 3, 2016 after Vista Equity Partners completed acquisition.

$ in USD - $ in Millions Except Per Share Prices

Price Price 2015 Price Highest Current Price 2015YE TEV / Price / as of as of Gain / Price in as of Equity 2015YE EBITDA Earnings Company 12/31/2014 12/31/2015 (Loss) 2015 3/14/2016 Value TEV 2014A 2015E 2016E 2014A 2015E 2016E

SUPPLIERS

Axalta Coating Systems $ 26.02 $ 26.65 2.4% $ 36.50 $ 26.96 $ 6,339 $ 9,555 11.7x 11.1x 10.3x NM 25.2x 20.5x

Cooper Tire & Rubber 34.65 37.85 9.2% 43.94 36.18 2,121 2,051 4.0x 4.6x 4.5x 11.9x 11.2x 11.0x

Dorman Products 48.27 47.47 (1.7%) 53.75 52.17 1,685 1,606 10.5x 9.8x 9.3x 19.5x 18.0x 16.8x

Federal-Mogul Holdings 16.09 6.85 (57.4%) 16.11 9.66 1,158 4,086 6.7x 6.7x 6.1x 8.8x 8.1x 8.9x

Goodyear Tire & Rubber 28.57 32.67 14.4% 35.30 32.41 8,785 13,904 6.2x 5.5x 5.2x 15.2x 10.5x 8.8x

Horizon Global (1) NA 10.37 (31.1%) 15.88 11.67 188 364 8.2x 7.9x 6.1x NA 10.9x 10.0x

Motorcar Parts of America 31.09 33.81 8.7% 41.03 37.05 619 626 17.1x 7.8x 6.9x 41.1x 16.0x 14.1x

Snap-on 136.74 171.43 25.4% 174.52 154.10 9,951 10,788 14.3x 13.0x 11.8x 25.6x 21.3x 18.9x

Standard Motor Products $ 38.12 $ 38.05 (0.2%) $ 45.72 $ 32.64 $ 862 $ 874 6.9x 8.5x 7.4x 15.1x 16.2x 13.7x

Mean (3.4%) 9.5x 8.3x 7.5x 19.6x 15.3x 13.6x

Median 2.4% 8.2x 7.9x 6.9x 15.2x 16.0x 13.7x

PARTS RETAILERS & DISTRIBUTORS

Advance Auto Parts $ 159.28 $ 150.51 (5.5%) $201.24 $ 159.34 $11,023 $12,211 9.8x 9.8x 8.7x 19.8x 19.1x 16.2x

AutoZone 619.11 741.91 19.8% 803.25 796.61 22,412 26,990 12.8x 12.0x 11.3x 23.0x 20.0x 17.8x

Genuine Parts 106.57 85.89 (19.4%) 108.07 95.00 12,949 13,387 10.5x 10.5x 10.1x 18.8x 18.7x 17.4x

KAR Auction Services 34.65 37.03 6.9% 39.87 37.19 5,093 7,959 13.9x 12.1x 11.2x 28.1x 21.5x 18.6x

O'Reilly Automotive 192.62 253.42 31.6% 277.96 271.62 24,997 26,117 17.8x 15.2x 13.8x 34.6x 27.8x 24.4x

U.S. Auto Parts Network 2.34 2.95 26.1% 3.34 2.93 101 116 21.5x 14.2x 10.3x NM NM NM

Uni-Select $ 26.42 $ 49.38 86.9% $ 51.82 41.22 $ 1,058 $ 1,150 12.5x 11.8x 11.6x 27.6x 18.8x 19.2x

Mean 20.9% 14.1x 12.2x 11.0x 25.3x 21.0x 18.9x

Median 19.8% 12.8x 12.0x 11.2x 25.3x 19.6x 18.2x

SERVICE PROVIDERS

Monro Muffler Brake $ 57.80 $ 66.22 14.6% $ 77.00 $ 68.64 $ 2,118 $ 2,432 17.2x 14.8x 12.7x 34.0x 31.9x 27.0x

COLLISION

Boyd Group Income Fund $ 41.10 $ 47.64 15.9% $ 53.67 $ 49.50 $ 811 $ 876 14.8x 12.4x 10.5x 32.4x 27.5x 23.1x

Copart 36.49 38.01 4.2% 39.86 40.50 4,570 4,702 12.0x 11.0x 10.5x 22.6x 22.0x 19.1x

Fenix Parts (2) NA 6.79 (19.6%) 11.92 5.35 137 144 NA NM 10.0x NA NM 27.4x

KAR Auction Services 34.65 37.03 6.9% 39.87 37.19 5,093 7,959 13.9x 12.1x 11.2x 28.1x 21.5x 18.6x

LKQ 28.12 29.63 5.4% 32.25 30.83 9,052 10,524 13.3x 12.5x 11.0x 23.9x 21.0x 18.5x

Solera Holdings $ 51.18 $ 54.83 7.1% $ 56.73 N/A(3) $ 3,687 $ 6,416 15.5x 13.8x 12.7x NM 18.9x 18.0x

Mean 3.3% 13.9x 12.4x 11.0x 26.8x 22.2x 20.8x

Median 6.1% 13.9x 12.4x 10.8x 26.0x 21.5x 18.8x

Page 6: 2015 Automotive Aftermarket Investment Report · U.S. Auto Parts Network 2.34 2.95 26.1% 3.34 2.93 101 116 21.5x 14.2x 10.3x NM NM NM Uni-Select $ 26.42 $ 49.38 86.9% $ 51.82 41.22

6

2015 Aftermarket Index Weighting (1)

Size of Box Relates to Each Constituent’s Relative Market Capitalization

Goodyear +14.4%

Dor

man

Pro

duct

s

-1.7

%

Snap-On +25.4%

Axalta Coating +2.4%

Cop

art

4

.2%

LKQ Corp +5.4%

Boy

d G

roup

+1

5.9

%

Solera Holdings +7.1%

O’Reilly Automotive +31.6%

AutoZone +19.8%

Genuine Parts -19.4%

Advanced Auto Parts -5.5%

KAR Auction Services 6.9%

Mon

ro

Muf

fler

B

rake

+1

4.6

%

Federal-Mogul

-57.4%

Mot

orca

r P

arts

+8

.7%

Coo

per

Tire

+9

.2%

Standard Motor

Products -0.2%

Uni-Select

+86.9%

Horizon -31.1%

Fenix Parts -19.6%

U.S. Auto Parts +26.1%

Service Providers Supplier Parts Retailers & Distributers Collision

Negative Change % Positive Change %

2015 Stock Price Performance

… and outperforms in good times

-50%

0%

50%

100%

150%

200%

250%

300%

350%

400%

Jun-09 Jul-10 Sep-11 Oct-12 Dec-13 Jan-15 Mar-16

Service ProvidersParts Retailers & DistributorsSupplierCollisionJefferies' Automotive Aftermarket IndexS&P 500 Index

Source: Capital IQ. (1) Size of box represents individuals 2015 contribution to market weight index. Percentage increase / (decrease) indicate Company’s 2015 stock price performance. Based on market weighting as of 12/31/15.

Aftermarket is recession resistant…

-100%

-80%

-60%

-40%

-20%

0%

20%

40%

60%

Dec-07 Apr-08 Aug-08 Dec-08 Apr-09

Service ProvidersParts Retailers & DistributorsSupplierCollisionJefferies' Automotive Aftermarket IndexS&P 500 Index

(17.7%) (23.7%)

(37.4%)

(45.3%)

+37.1%

+2.1%

Recession Performance

(As of 3/14/16)

+309.4%

+218.1%

+114.2%

+302.2% +288.3%

+354.6%

Post-Recession Performance

Aftermarket Equity Performance During and After Financial Downturn

Page 7: 2015 Automotive Aftermarket Investment Report · U.S. Auto Parts Network 2.34 2.95 26.1% 3.34 2.93 101 116 21.5x 14.2x 10.3x NM NM NM Uni-Select $ 26.42 $ 49.38 86.9% $ 51.82 41.22

7

New Aftermarket Public Companies in 2015

Horizon Global designs, manufacturers, and distributes towing, trailer and cargo management products. The Company was created through a tax free spin-off of 100% of Trimas’ Cequent division. The company began trading on the New York Stock Exchange on July 1st, 2015.

The Company has more than 5,700 active customers and generates approximately 75% of its revenue in the U.S. and Australia. Horizon Global’s consumer brands include Reese (towing products), Draw-Tite (trailer hitches), and Tekonsha (brake controllers).

A few of the Company’s 2016 stated revenue drivers include addressing growing world-platform vehicles, engaging with end-users through eCommerce initiatives, and expanding in certain Central and Latin American markets, most notably Mexico and Brazil.

Over the next 18 months Horizon is planning to drive margin improvement by utilizing its global manufacturing footprint in lower cost countries and consolidating its operations in North America.

Fenix Parts, the self-proclaimed 2nd largest recycler of original equipment parts, priced its initial public offering (“IPO”) on May 14th for $8.00 per share. Shortly after its public offering (May 19th), Fenix purchased eight separate collision companies in NY, PA, FL, NJ, and Ontario.

Fenix’s mission is to become a “critical link” in the collision supply chain by buying and dismantling cars, and then distributing those parts in volume to large collision and service chains. Over 80% of Fenix’s revenue is generated from recycled OE parts, which are increasingly being used in repairs as insurers look to save on repair costs.

Fenix is focusing on building out its footprint in the Eastern US, primarily through building a pipeline of additional self-and full-service auto salvage locations. Since its May IPO, Fenix has purchased three additional locations (one in NJ and two in NC). Management states that Fenix’s current acquisition pipeline has approximately ~20 current candidates, collectively generating over $150 million in annual revenue.

Fenix Location Full-Service Locations Self-Service Locations

Ontario (Canada) Ottawa, Ontario Port Hope, Ontario

Ottawa, Ontario Scarborough, Ontario

New York

Binghamton, NY Queensbury, NY Watertown, NY Niagara Falls, NY

Binghamton, NY Elmira, NY

Pennsylvania Pennsburg, PA

New Jersey Rahway, NJ Bayville, NJ*

North Carolina Greensboro, NC* Forest City, NC*

Florida Jacksonville, FL

$1,400

$650 $650

$350

Front Door Rear Bumper

New OE Recycled OE

Fenix Parts

Horizon Global

(1) Analyst estimates as of 11/18/15 from IPO underwriter.

(2) LTM as of September 30, 2015.

~50% Savings

~45% Savings

Illustrative Cost Comparison Analysis: New Vs. Recycled OE Parts

Source: Fenix Investor Presentation (Jan 2016) *Post-IPO acquired locations.

Retail / e-Commerce

OEM/OES Aftermarket

Revenue by Channel

Other

Towing

Trailering

Cargo

Revenue by Product Category

2015 Year End Stats (As of 12/31/15)

Current Price $6.79

Market Cap (MM) $137.1

Revenue (1) $108.0

EBITDA (2) $11.0

As of 3/14/16

Current Price $5.35

Market Cap (MM) $108.1

2015 Year End Stats (As of 12/31/15)

Current Price $8.75

Market Cap (MM) $158.7

Revenue (1) $575.5

EBITDA (2) $38.8

As of 3/14/16

Current Price $11.67

Market Cap (MM) $211.6

Page 8: 2015 Automotive Aftermarket Investment Report · U.S. Auto Parts Network 2.34 2.95 26.1% 3.34 2.93 101 116 21.5x 14.2x 10.3x NM NM NM Uni-Select $ 26.42 $ 49.38 86.9% $ 51.82 41.22

8

Mergers and Acquisitions: Notable Transactions & Select Trends

Page 9: 2015 Automotive Aftermarket Investment Report · U.S. Auto Parts Network 2.34 2.95 26.1% 3.34 2.93 101 116 21.5x 14.2x 10.3x NM NM NM Uni-Select $ 26.42 $ 49.38 86.9% $ 51.82 41.22

9

Accessories / External 7

Suspension 5

Drivetrain / Transmission

5

Brakes / Friction 4

Collision / Body Parts /

Mirrors 3

Accessories / Internal 2

Chemicals / Car Care 2

Motors / Rotating

Electrical 2

Passenger Car / Truck 86%

Heavy Duty 9%

Powersports 5%

View from 30k Feet

2015 was another strong year for M&A transaction volume, with 119 sizable(1) transactions occurring in North America. Four of the last five years have had over 100 M&A aftermarket transactions, a volume level that is not surprising given that: 1) aftermarket industry drivers have remained favorable (increasing miles driven, growing car PARC, aging fleet), 2) the macroeconomic environment has improved, 3) leverage levels and interest rates have remained conducive to deal-making , and 4) both financial and strategic buyers have significant capital to invest.

Approximately 80% of transactions involved a strategic buyer(1), a level of strategic involvement that is inline with the last five years’ average. Of 2015 deals, 29 had disclosed prices - half above and half below $250 million.

In 44 transactions the target was an aftermarket supplier, a level on par with last year’s supplier M&A volume. A majority of suppliers purchased serve the light-vehicle vehicle market (86%), of this market approximately 68% were purchased by a strategic buyer. Suppliers of external accessories, suspension, and drivetrain categories accounted for approximately 40% of this year’s deal volume.

Disclosed Value

No disclosed value 90Less than 250M 16Greater or Equal to 250M 8Greater than 1B 5

Total 119

Supplier Product Category # of DealsAccessories - External 7Suspension 5Drivetrain / Transmission 5Brakes / Friction 4Collision / Body Parts / Mirrors 3Accessories - Internal 2Chemicals / Car Care 2Motors / Rotating Electrical 2Other 14Total 44

Strategic 68%

Financial 32%

2015 Supplier Aftermarket M&A Metrics

Buyer Type(2) (% of 2015 Supplier Transactions)

Supplier Product Category(2) (% of 2015 Supplier Transactions)

Target Company Vehicle Focus(2) (% of 2015 Supplier Transactions)

Supplier 44

Installer / Service Provider

25

Distributor 14

Retailer 8

Manufacturer 23

E-tailer / Online 2

Software / Systems

3

23 33 12

35

93 116

72 104 94

18 15

10

17

42 20

16

20 25

41 48

22

52

135 136

88

124 119

0

20

40

60

80

100

120

140

2007 2008 2009 2010 2011 2012 2013 2014 2015

Num

ber

of T

rans

acti

ons

Strategic Buyers Financial Buyers

Aftermarket M&A Metrics

Number of Aftermarket Transactions (by Buyer Type)

2015 Aftermarket Transactions (by Target Channel Position)

(1) Includes private equity-owned strategic buyers. (2) According to Jefferies’ internal estimates / tracking.

Aftermarket and Supplier M&A in 2015

Page 10: 2015 Automotive Aftermarket Investment Report · U.S. Auto Parts Network 2.34 2.95 26.1% 3.34 2.93 101 116 21.5x 14.2x 10.3x NM NM NM Uni-Select $ 26.42 $ 49.38 86.9% $ 51.82 41.22

10

Select 2015 Aftermarket Transactions

Close Date Acquirer Target Announced Metrics Observations

2/2/2016 (Announced 12/7/2015)

Icahn Enterprises

Pep Boys – Manny, Moe & Jack

Price: $878 Implied EV: $1,265 EV / LTM EBITDA(1): 15.6x EV / LTM Rev(1): .60x

Icahn Enterprises, which also controls publicly-traded Federal-Mogul, a leading parts supplier, is now an owner at every step of the auto parts supply channel (supply, distribution, retail, and installer)

11/10/2015 Borg Warner Remy Price: $938 Implied EV: $1,195 EV / LTM EBITDA(2): 9.3x EV / LTM Rev(2): 1.0x

Acquiring Remy is part of Borg Warner’s strategy to capitalize on fuel economy and emission driven trends; Remy has a rotating electrical line addressing start/stop & hybrid/EV powertrain vehicles

9/29/2015 AP Exhaust Eastern Catalytic Not publicly disclosed Combined company is now the #1 supplier of catalytic convertors to the North American market

9/22/2015 Holley Performance Products

MSD Performance Not publicly disclosed Transaction created one of the largest suppliers of enthusiast products and a dominant supplier of performance fuel systems, ignition parts, and electronics

8/26/2015 The Riverside Company

Arrowhead Electrical Products

Not publicly disclosed Partnering with Riverside, Arrowhead has a significant mandate to make bolt-on acquisitions in both the light-duty vehicle and powersports markets

8/17/2015 Mann + Hummel

Wix Filters(3) Price: $513 Implied EV: $1,335

Gives Mann + Hummel access to US heavy duty PARC and hydraulic filtration markets

8/5/2015 Mavis Tire Somerset Tire Not publicly disclosed Transaction combines the 6th and 7th largest U.S. tire retailers; combined company will operate 324 retail locations in three states

6/26/2015 New Mountain Zep Price: $476 Implied EV: $699 EV / LTM EBITDA(4): 14.8x EV / LTM Rev(4): 1.0x

Well-known chemical brands Blue Coral, Black Magic, and Rain-X now have private equity partner. New Mountain has invested in chemical companies before

6/8/2015 Driven Brands 1-800 Radiator Not publicly disclosed Represents Driven Brand’s first acquisition of a franchised parts distributor

6/1/2015 Icahn Enterprises

Uni-Select USA (rebranded Auto Plus)

Price: $340 Icahn Enterprises is taking notice of the attractive commercial parts distribution sector. It will be interesting to see how the Icahn portfolio evolves in 2016

6/1/2015 Highlander Partners

Niteo Products (f/k/a Valvoline Car Care)

Not publicly disclosed

Ashland sold Niteo to focus on growing core lubricants business and expanding Valvoline Instant Oil Change store base

5/21/2015 Spectrum Brands

Armored Auto Group

Price: $1,400 EV/LTM EBITDA(5): 11.5x EV/LTM Rev(5): 3.1x

Largest acquisition for Spectrum since its 2012 acquisition of Stanley Black & Decker ($1.4B)

DIY auto chemicals is a new product category for Spectrum (car care, refrigerants, and functional fluids)

5/8/2015 NGK Spark Plug

Wells Manufacturing

Price: $251 EV / LTM EBIT(6): 10.1X EV / LTM Rev(6): 1.1X

Gives NGK increased North American distribution and expands NGK product line into ignition, fuel systems, and emissions categories

5/7/2015 BBB Industries ATSCO Remanufacturing

Not publicly disclosed Acquisition deepens BBB’s offering of remanufactured steering and pump products

4/10/2015 Roark Capital Driven Brands Not publicly disclosed Partnering with Roark, Driven Brands has a mandate to grow through acquisitions. Post transaction the Company quickly made three additional acquisitions in 2015 (1-800 Radiator; Carstar; Carstar Automotive Canada)

Notes: 1. Pep Boys offer price = 878M. Implied enterprise value =

1265M. LTM revenue / EBITDA 2079 / 80.9 2. Mann + Hummel transaction ID is IQTR309455353 3. Icahn / Auto Plus:

http://www.autonews.com/article/20151205/RETAIL05/151209893/icahn-buys-into-pep-boys-seeks-retail-sale-to-his-auto-plus

4. Spectrum Brands: http://www.bloomberg.com/news/articles/2015-04-28/spectrum-brands-buys-armor-all-in-1-4-billion-deal From investor deck: Armored LTM EBITDA was 121M and rev was 444M

(1) Trailing period as of 12/8/2015. (2) Trailing period as of 8/3/15. (3) Wix Filters was part of Affinia Group Holdings.

(4) Trailing period as of 4/8/15. (5) Trailing period as of 8/6/15. (6) Trailing period as of 5/8/15.

($Millions)

Page 11: 2015 Automotive Aftermarket Investment Report · U.S. Auto Parts Network 2.34 2.95 26.1% 3.34 2.93 101 116 21.5x 14.2x 10.3x NM NM NM Uni-Select $ 26.42 $ 49.38 86.9% $ 51.82 41.22

11

Additional Detail on Recent Icahn Enterprises Acquisitions

On October 26th, Philadelphia-based auto parts and maintenance chain Pep Boys (“PBY”) agreed to a buy-out offer from Bridgestone, for $15.00 a share. Bridgestone is the largest tire manufacturer in the world and it also operates approximately 2,200 tire and service centers in the U.S. (under the Firestone, Tires Plus, and Wheelworks brands). However, shortly after the Bridgestone offer Icahn Enterprises (Nasdaq:IEP) disclosed a 12.1% stake in PBY.

Market speculation occurred as to whether IEP’s intentions were to either acquire the business or to drive Bridgestone to increase its offer for Pep Boys. On December 8th IEP submitted a bid for $15.50 a share and shortly thereafter Bridgestone countered to match IEP’s offer. Icahn Enterprises then raised its offer to $16.50. While awaiting a potential counter-offer from Bridgestone, IEP announced it would outbid any future bids by Bridgestone by $0.10 more per share, up to a maximum of $18.10 per share. In response, Bridgestone revised its bid to $17.00 per share. In an effort to stop the bidding war, IEP bolstered its bid to $18.50 per share.

On December 30th Pep Boys agreed to IEP’s latest offer, which represented an approximate 34.3% upside from trading levels before Bridgestone proposed its first bid. On a trailing twelve month basis, the transaction price represents roughly 0.6x revenue and 15.6x EBITDA. To close the deal (valued at an implied enterprise value of $1.3 billion) IEP paid a $39.5 million termination fee to Bridgestone. The transaction closed February 4th, 2016.

Pep Boys – February 2016

Auto Plus (f/k/a Uni-Select USA) – June 2015

Retail / e-Commerce

OEM/OES

Aftermarket

Service 56%

Do it Yourself

33%

Commercial 11%

IEP announced on February 9th that it entered into a definitive agreement to acquire substantially all of the assets of Uni-Select USA, a leading automotive parts distributor for domestic and imported vehicles, for ~$340 million, which closed June 1st, 2015.

The transaction included the Beck/Arnley Worldparts premium OE parts distributions business, which included 38 distribution centers and satellite locations, 240 corporate-owned jobber stores, and over 3,500 employees. The acquisition excludes the Finish Master paint and coatings business.

Uni-Select USA has been undergoing a rebranding effort as Auto Plus, in an effort to its unite stores under one unified banner while pursing an aggressive growth strategy.

Recent News - As of March 9th, 2016, Brent Windom has been named as the new CEO of Auto Plus and Pep Boys. Windom, a 30-year automotive aftermarket veteran, previously served as the CEO of Auto Plus. Mr. Windom will lead the integration between the two companies with an executive team comprised of seasoned Pep Boys and Auto Plus leaders.

The combined organization employs over 20,000 associates and has 27 distribution centers and 1,069 corporate locations. These corporate locations are comprised of 264 Auto Plus stores, 561 Pep Boys Super Centers, 5 Pep Boys retail-only locations, and 239 Pep Boys Service & Tire Centers. In addition, the company supports more than 530 independently owned stores and over 2,400 independently owned service centers across the U.S.

Source: Jefferies estimates and Company website. (1) TTM Q2 2015.

$1.91 $1.99 $2.06 $2.09 $2.07 $2.08

23.6% 23.0%

21.2% 19.5%

19.2%

20.3%

0%

5%

10%

15%

20%

25%

2009 2010 2011 2012 2013 2014$0.0

$0.5

$1.0

$1.5

$2.0

$2.5(Billions)

553 560 562 567 568 563

24 52 169 185 226 237 577 612

731 752 794 800

2009 2010 2011 2012 2013 20140

200

400

600

800

Super Center Service and Tire Center

(Locations)

Links: http://www.nytimes.com/2015/12/24/

business/dealbook/icahn-vows-to-outbid-bridgestone-for-pep-

boys.html?_r=0

http://www.bizjournals.com/philadelphia/morning_roundup/2016/03/ceo-windom-auto-plus-pep-boys-icahn-sider-

holt.html?ana=yahoo

PR Please frame out the “Pep Boys Information

(As of Q2 2015) and 3 charts below)

Pep Boys Information (As of Q2 2015)

Revenue by Aftermarket Segment(1)

Historical Revenue & Gross Margin # of Locations (by type)

Page 12: 2015 Automotive Aftermarket Investment Report · U.S. Auto Parts Network 2.34 2.95 26.1% 3.34 2.93 101 116 21.5x 14.2x 10.3x NM NM NM Uni-Select $ 26.42 $ 49.38 86.9% $ 51.82 41.22

12

M&A Trends - Brand Driven Enthusiast Suppliers Are Consolidating

The last five years have seen an explosion of M&A activity in the performance and functional accessories aftermarket (for both the street performance and truck / jeep market segments).

2015 saw a continuation of this acquisition trend from both private equity-backed and strategic buyers.

While a majority of the transactions were relatively small (less than $50 million purchase price), there were larger transactions, most notably the acquisitions of Driven Performance Brands and MSD Performance.

Despite recent acquisitions, the performance and accessory aftermarkets remain very fragmented compared to other sectors of the traditional aftermarket.

M&A volume has been largely driven by private equity-backed companies seeking manufacturing and distribution synergies. As a result, supply chain constituents are now purchasing from the largest suppliers in the performance aftermarket’s long history.

These suppliers are aggressively expanding by 1) disintermediating traditional distribution to sell direct, 2) rapidly introducing products for new make / model combinations (squeezing smaller competitors out of new and growing markets) and, 3) expanding legacy brands to new product categories.

We expect the pace of consolidation in this market to continue in 2016. Macroeconomic drivers are favorable (low gas prices; steady new and used vehicle sales; low unemployment; and above average disposable income). The opportunity to combine some of the leading platforms / brands and create significant scale is real.

Acquisition History of Large Private Equity-Owned Companies

Select Branded Supplier Acquisitions In 2015 – Performance and Functional Accessories Market

Source: Jefferies internal tracking.

Closed Date

Target Product Categories Acquirer

Dec-15 Stilo Srl Safety (helmets) Simpson Performance

Dec-15 N-FAB Tubular accessories Truck Hero

Dec-15 Colorado Components

ATV wheel products & tires Wheel Pros

Nov-15 DynoJet Dynamometers & electronics New Value Capital

Oct-15 Corvette America

Restoration parts Restoration Parts Unlimited

Sep-15 MSD Performance Ignition & electronics Holley Performance

Sep-15 Driven Performance Brands

Fuel systems, exhaust, & electronics

Sentinel Capital Partners

Aug-15 Bestop Soft tops & bumpers Kinderhook Industries

Jun-15 Powerstop Brakes Sterling Investment Partners

May-15 AIRAID Air filtration K&N Engineering

May-15 RWA Holding (Randy's)

Gear & axle Linsalata Capital Partners

May-15 Spyke Starters & alternators PerTronix

Mar-15 C&R Racing Radiators PWR Performance

Mar-15 Superwinch Winches Kinderhook Industries

Mar-15 ReadyLIFT Lift kits Mangrove Equity Partners

Feb-15 Simpson Performance

Safety gear Bruckmann, Rosser, Sherrill

Jan-15 Poison Spyder Customs

Tubular accessories Transamerican Auto Parts

Jan-15 Bushwacker Off-road exterior accessories

Lund International

Jan-15 ACCEL Performance

Ignition coils MSD Performance

Driven Holley + MSD Performance K&N Derive Lund Transmerican Performance Brands Engineering Performance Truck Hero International Auto Parts

Accessories Select Electronics Driveline Caps / Liners Accessories Driveline Product Exhaust Electronics Air Filtration Calibration Bed Rugs Bars / Flares Rims Categories Fuel Intake Exhaust Air Intake Electronics Tonneau Covers Suspension (present) Ignition Suspension Covers Liners Winches 2016 Roll-N-Lock

Acqu

isitio

n Ye

ar

2015 MSD MSD AIRAID A.R.E. Bridgeway N-FAB ACCEL ACCEL Auto Customs Bushwacker CSC Customs Real Truck Poison Spyder

2014 Diablo Sport BullyDog BAK Ind. Rampage

2013 Mallory Dinan Eng. Spectre SCT Retrax Prestige Tradesman AMP Research

2012 Quick Fuel

2011 Flowmaster Rubicon Express

2010 QuickTime Undercover Advantage

< 2009 Weiand Superchips Mallory HDC BedRug Smittybuilt Smittybuilt Hooker Edge Lakewood Hurst Shifters Trailmaster Trailmaster NOS Racepak Hays B&M Nifty Earls Mr. Gasket Trenz

Page 13: 2015 Automotive Aftermarket Investment Report · U.S. Auto Parts Network 2.34 2.95 26.1% 3.34 2.93 101 116 21.5x 14.2x 10.3x NM NM NM Uni-Select $ 26.42 $ 49.38 86.9% $ 51.82 41.22

13

0%

5%

10%

15%

20%

25%

30%

35%

40%

45%

1960 1970 1980 1990 2000 2010 2020 2030

Elec

tric

al/E

lect

roni

c Co

nten

t of V

ehic

les

Basic Infancy Proliferation Systems Integration

Early Automobiles

HornGenerator

LampsStarter

Radio 8-track Player

Cassette Player

Breakerless Ignition Alternator

Cruise Control

Trip ComputerService IndicatorAntilock BrakingCellular Phone

Electronic Fuel InjectionElectronic Transmission Controls

Single-Point Crash SensorVehicle Immobilizer

CD Player

MultiplexingDiagnosticsNavigation Systems

DVD Player

MP3 PlayerSatellite Radio

Traction ControlAdaptive Suspension

Remote Keyless EntryIntegrated Powertrain ControlElectronic Instrument ClusterCrash-Sensor DiagnosticsTheft-Deterrent Systems

Side-Impact SensorTire-Pressure Sensing

Steer-By-WireBrake-By-WireDrive-By-Wire

Keyless VehicleOccupant SensingRollover Sensing

ADAS & V2XSemi Fully Automated

Adaptive Cruise ControlStability Control

Today

DSRC-based Safety Systems

Predicative Collision AvoidanceIntegrated ADAS

Proactive Control SystemsCollision Impact Mitigation

Sensor-based WarningRide/Handling Control Assist

M&A Trends – Targeting Tech / Electronics-Focused Suppliers

The rapid increase in vehicle technology, particularly the growth of electronically controlled systems, is a strong technology tailwind driving deal activity. More “traditional” aftermarket parts suppliers are looking to acquire existing product portfolios (to quickly address growing vehicle SKU proliferation) and to acquire the engineering / sourcing know-how to continue to service growing product categories.

There were six larger transactions in 2015 (shown to the right). With the exception of Bain Capital’s acquisition of TI Group, the acquisitions each introduced new product categories for the acquiring entity.

In 2016, we expect strong acquisition activity particularly in the engine controllers & sensors, chassis control, fuel injection, and emissions monitoring product categories.

All of the above mentioned aftermarket parts categories benefit from the existing car PARC mix shift towards more vehicles with higher technology powertrains (direct injection, forced induction, start/stop) and more hybrid / electric vehicles. This mix shift is largely driven by the OEM’s rush to meet CAFE 2025 fuel standards and to address consumers’ taste for luxury amenities and improved vehicle drivability.

Growth of Vehicle Electronic Content

Source: CAR 2013, adapted from Hellestrand 2005 and Fedewa 2013.

2.4 6.0

10.0

2005 2009 2010

2015 M&A Transactions with Electronic Product Lines

Closed Date Target Target's Electronic

Products Acquirer Disclosed

Deal Value

Nov-15 Remy International Starters & alternators BorgWarner $1,298

Nov-15 Titan International (Brake & Actuator Business)

Brake components & actuators

DexKo Global –

Jul-15 Wells Manufacturing

Switches, sensors, & control modules

NGK Spark Plug

$251

Jun-15 ATSCO Remanufacturing

Pumps, gears, & steering products

BBB Industries –

Jun-15 TI Group Fuel pumps, fuel sensors, & harnesses

Bain Capital –

May-15 TRW Automotive

Integrated & safety electronics, sensors, & brake control, actuators

ZF Friedrichshafen

Source: Jefferies, Capital IQ.

Average Ford Vehicle Lines of Software Code (Millions)

(by Model Year)

Estimates of 100M lines of code in luxury models

Source: Jefferies

($ in Millions)

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14

Leverage Finance Commentary

Page 15: 2015 Automotive Aftermarket Investment Report · U.S. Auto Parts Network 2.34 2.95 26.1% 3.34 2.93 101 116 21.5x 14.2x 10.3x NM NM NM Uni-Select $ 26.42 $ 49.38 86.9% $ 51.82 41.22

15

Leverage Finance Market Commentary

2015 Select Bond Yields

While the leveraged capital markets remained strong for most of 2015, beginning in Q4 a broad equity market sell-off triggered a credit market slowdown. Overall, leverage loan issuance for the year was $420.7 billion, down 20.3% from 2014. Issuance of loans to finance corporate M&A transactions and to refinance existing bank was strong in 2015. Loan issuance for leverage buyouts or dividend recapitalizations was weak (down ~40% from 2014, a three year low).

Leverage levels also decreased mid-year in 2015, falling from a intra-year high of 6.3x earnings to 5.1x earnings (based on quarterly issuance averages). Pricing also increased significantly during the year. Single B yields began the year at ~LIBOR(1) + 6.0% and ended the year close to ~LIBOR + 8.0%.

Several aftermarket companies tapped the leverage loan market in 2015, including ABRA Auto Body (refinancing), Allison Transmission (refinancing), Autoparts Holdings (terms amendment), American Tire Distributors (refinancing), Dexter Axle (acquisition financing for AL-KO Vehicle Technology), and Service King (refinancing).

While the leveraged capital markets remained strong for most of 2015, beginning in Q4 a broad equity sell-off shifted technical and trading sentiment driving a material downturn

‒ This downturn caught many market makers off-guard resulting in a wave of “hung” financings

With oil prices falling, a commodities overhang began in the credit markets where approximately 12% of the current leveraged issuers are energy related

‒ Fundamental credit quality remained stable aside from these sector-specific issues

Consistent regulatory pressure throughout the year affected leveraged deal-making and M&A lending broadly

‒ Corporate issuers drove 2015 acquisition financing volume while sponsor-backed LBO issuance was down materially (~40% down from 2014, a 3 year low in issuance)

‒ Additionally, highly leveraged deals (6.5x+) all but disappeared from the market

2015 concluded with limited activity as market participants wound down for the year and awaited the Fed actions

Create similar graphs – here for illustration

Source: LCD (1) London Interbank Offered Rate (2) Large LCOs defined as companies with EBITDA greater than $50 million

90

100

110

120

Jan-15 Feb-15 Mar-15 Apr-15 May-15 Jun-15 Jul-15 Aug-15 Sep-15 Oct-15 Nov-15 Dec-15

Affinia Group American Axle & Manufacturing Cooper Tire & Rubber Dana Holding LKQ Meritor

(Bond price % of Face Value)

Leveraged Loan Issuance

0.00%1.00%2.00%3.00%4.00%5.00%6.00%7.00%8.00%9.00%10.00%

L+300

L+400

L+500

L+600

L+700 All BB/B Loans HY Broad Market Index

∆ All BB/B Loans: +107 bps

∆ HY Broad Market Index: +216 bps

L + 625

8.81%

L + 518

6.65%

$465.5

$606.7

$528.1

$96.9 $140.2 $113.2

$73.5

$420.7

0

100

200

300

400

500

600

700

800

900

1,000

$0

$100

$200

$300

$400

$500

$600

$700

2012 2013 2014 Q1'15 Q2'15 Q3'15 Q4'15 2015

Volume Deals

($ in Billions) (Loan and HY benchmark indices )

2015 Leveraged Capital Markets Performance

Average Debt Multiples of Large Corporate LBO Loans(2)

5.0x

6.5x 5.7x 5.5x 5.3x

6.7x 5.9x 5.6x

6.3x 5.6x 6.0x

6.7x 5.8x 5.5x 5.5x 5.6x

5.1x 5.1x 6.0x 5.9x

5.2x 5.9x 6.1x 6.3x

5.7x 5.4x 5.1x

1st Lien/EBITDA 2nd Lien/EBITDA Other Sr Debt/EBITDA

5.6x

Significant mid-year decrease in leverage levels

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16

Automotive High Yield Bond Trading Levels

Aftermarket and OE Suppliers / Distributors

Source: Capital IQ, Bloomberg, LCD, Jefferies High Yield Sales. (1) Free Cash Flow defined as EBITDA less Capital Expenditures. (2) Per April 2013 Offering Memorandum. (3) Per February 2015 Offering Memorandum. (4) Per June 2014 Offering Memorandum. (5) Per September 2014 Offering Memorandum (excluding EBITDA and capital expenditures). (6) Per September 2014 Offering Memorandum. (7) Per Q2 reporting package. (8) Per June 2015 Offering Memorandum.

Source: Capital IQ, Bloomberg, LCD, Jefferies High Yield Sales. (1) Free Cash Flow defined as EBITDA less Capital Expenditures. (2) Data taken from Offering Memorandum (“OM”)

($Millions) (data as if 3/14/2016)

High Yield Comparables

Offer Maturity Amount Issue Rating Current Issuer Date Date Outstanding Security Coupon Moody's S&P Price YTW

Accuride Jul-10 Aug-18 $ 310 Secured 9.500% B3 B- 77.00% 22.15% Affinia Group Apr-13 May-21 250 Senior 7.750% Caa2 B- 102.25% 6.95% American Axle & Manufacturing Oct-11 Nov-19 200 Senior 7.750% B2 BB- 105.50% 6.08% American Axle & Manufacturing Sep-12 Oct-22 550 Senior 6.630% B2 BB- 98.00% 7.00% American Axle & Manufacturing Feb-13 Mar-21 400 Senior 6.250% B2 BB- 98.00% 6.72% American Axle & Manufacturing Nov-13 Feb-19 200 Senior 5.130% B2 BB- 97.50% 6.05% American Tire Distributors Feb-15 Mar-22 855 Subordinated 10.250% Caa1 CCC+ 82.50% 14.72% Cooper Tire & Rubber Dec-99 Dec-19 174 Senior 8.000% B2 BB- 111.13% 4.78% Cooper Tire & Rubber Mar-97 Mar-27 117 Senior 7.630% B2 BB- 103.25% 7.19% Dana Holding Jan-11 Feb-21 350 Senior 6.750% B1 BB+ 100.25% 6.66% Dana Holding Jul-13 Sep-21 450 Senior 5.380% B1 BB+ 94.00% 6.68% Dana Holding Jul-13 Sep-23 300 Senior 6.000% B1 BB+ 94.00% 7.03% Dana Holding Dec-14 Dec-24 425 Senior 5.500% B1 BB+ 89.85% 7.06% Gates Jun-14 Jul-22 1,040 Senior 6.000% Caa2 B 72.44% 12.35% JAC Products Sep-14 Oct-19 150 Secured 11.500% B3 B 93.00% 14.02% LKQ May-13 May-23 600 Senior 4.750% Ba2 BB- 94.75% 5.64% Meritor May-13 Jun-21 275 Senior 6.750% B2 B 82.75% 11.13% Meritor Feb-14 Feb-24 450 Senior 6.250% B2 B 76.00% 10.81% Service King Sep-14 Oct-22 300 Senior 7.875% Caa1 CCC+ 87.00% 10.66% Tenneco Dec-10 Dec-20 500 Senior 6.880% Ba3 BB 104.00% 5.91% Tenneco Dec-14 Dec-24 225 Senior 5.380% Ba3 BB 101.25% 5.15% TI Automotive Jun-15 Jul-23 450 Senior 8.750% Caa1 B 89.00% 11.03% UCI International Jan-11 Feb-19 400 Senior 8.630% Ca CCC 30.00% 63.86%

Mean 7.13% 89.77% 11.34% Median 6.75% 94.00% 7.05%

Operating Statistics Reporting LTM LTM LTM Total Debt / Total Debt / Net Debt / Net Debt / EBITDA / FCF(1) / Issuer Date Revenues EBITDA FCF(1) EBITDA FCF(1) EBITDA FCF(1) Interest Interest Accuride 2/26/2016 $ 685.6 $ 75.8 $ 75.8 4.2x 4.2x 3.8x 3.8x 2.3x 2.3x Affinia Group OM(2) 1,453.0 180.0 163.0 5.2x 5.8x 5.0x 5.5x 2.9x 2.6x American Axle & Manufacturing 2/12/2016 3,903.1 553.3 359.8 2.5x 3.8x 2.0x 3.0x 5.6x 3.6x American Tire Distributors OM(2) 4,723.8 234.8 170.7 9.9x 13.6x 9.8x 13.4x 2.2x 1.6x Cooper Tire & Rubber 2/23/2016 2,972.9 554.7 372.2 0.6x 0.8x -0.4x -0.5x 23.3x 15.6x Dana Holding 2/18/2016 6,060.0 618.0 358.0 2.5x 4.4x 1.3x 2.2x 5.5x 3.2x Gates OM(2) 2,966.5 602.6 508.4 6.9x 8.2x 6.6x 7.9x 3.0x 2.6x JAC Products OM(2) 339.8 38.5 34.6 3.9x 4.3x 3.8x 4.2x 2.2x 2.0x LKQ 2/25/2016 7,192.6 852.3 681.8 1.9x 2.3x 1.8x 2.2x 14.7x 11.8x Service King OM(2) 655.7 81.0 74.1 6.8x 7.5x 6.3x 6.9x 2.2x 2.0x Techniplas 2Q 2015 483.4 43.2 27.5 5.0x 7.9x 4.8x 7.6x 1.6x 1.0x Tenneco 2/24/2016 8,209.0 772.0 486.0 1.6x 2.5x 1.2x 1.9x 11.5x 7.3x

TI Automotive OM(2) 3,576.2 457.7 321.1 3.9x 5.6x 3.7x 5.3x 4.4x 3.1x UCI International 11/10/2015 1,003.0 83.7 61.8 5.7x 7.7x 5.2x 7.0x 1.5x 1.1x

Mean 4.3x 5.6x 3.9x 5.0x 5.9x 4.3x Median 4.1x 5.0x 3.8x 4.7x 3.0x 2.6x

Page 17: 2015 Automotive Aftermarket Investment Report · U.S. Auto Parts Network 2.34 2.95 26.1% 3.34 2.93 101 116 21.5x 14.2x 10.3x NM NM NM Uni-Select $ 26.42 $ 49.38 86.9% $ 51.82 41.22

17

Jefferies Automotive Aftermarket Practice

Page 18: 2015 Automotive Aftermarket Investment Report · U.S. Auto Parts Network 2.34 2.95 26.1% 3.34 2.93 101 116 21.5x 14.2x 10.3x NM NM NM Uni-Select $ 26.42 $ 49.38 86.9% $ 51.82 41.22

18

Jefferies Automotive Aftermarket Practice

Jonathan Carey Managing Director & Global Co-Head +1 617.342.7865 [email protected]

Rex Green Managing Director & Global Co-Head +1 617.342.7886 [email protected]

Treavor Hill Vice President +1 617.342.7929 [email protected]

Yogesh Punjabi Vice President +1 617.342.7927 [email protected]

Matthew Grau Associate +1 617.342.7889 [email protected]

Jack Walsh Associate +1 617.342.7868 [email protected]

Automotive Aftermarket Investment Banking Team

Leading Investment Bank To The Automotive Aftermarket

Jefferies Principal Offices Jefferies Overview

Part of Leucadia, a member of the S&P 500 and Fortune 500, and one of the world’s best known investment companies

Investment banking, sales, trading, and research global presence

$35 billion in assets

725 investment bankers

800 equity sales, trading, and research professionals

Completed more than 310 sell-side transactions since 2013, representing over $285 billion aggregate transaction value

Ranked 5th in the U.S. and 9th globally in our share of the overall financial sponsor M&A fee pool for all transaction sizes

Jefferies has a stronger focus on sell-side M&A than any other major global banking firm

US M&A Advisory < $1 Bn US Ranking by Number of Transactions Announced January 1, 2012 to Present

Arranger Issues

Goldman Sachs 353

JPMorgan 274

Lazard 265

Morgan Stanley 264

Barclays 249

Jefferies 243

RBC Capital 225

Bank of America 224

Raymond James 215

Citi 190

US Leveraged Loans US Ranking by Issuances Leverage Loan Issuances January 1, 2013 to Present

Arranger Issues

Credit Suisse 130

Bank of America 89

Deutsche Bank 86

GE Capital 79

Jefferies 77

Goldman Sachs 76

Morgan Stanley 73

RBC Capital 65

UBS 60

Barclays 59

US Equity Issuance US Ranking by Number of Bookrun Transactions January 1, 2010 to Present

Bookrunner No. of Deals JPMorgan 530

Morgan Stanley 433

BofA-ML 433

Credit Suisse 429

Goldman Sachs 382

Jefferies 357

Deutsche Bank 347

Citi 328

Barclays 259

Stifel 207

StamfordBoston

Jersey CityChicago

Charlotte

Houston

Dallas

Los Angeles

Silicon Valley

San FranciscoDenver

Nashville

AtlantaWashington DC

Albany

New York(Global Headquarters)

Tokyo

Singapore

MumbaiHong Kong(Asia Headquarters)

London(European

Headquarters)

Frankfurt

Zurich

MilanParisDubai

São Paulo

TorontoStockholm

Page 19: 2015 Automotive Aftermarket Investment Report · U.S. Auto Parts Network 2.34 2.95 26.1% 3.34 2.93 101 116 21.5x 14.2x 10.3x NM NM NM Uni-Select $ 26.42 $ 49.38 86.9% $ 51.82 41.22

Extensive Experience Uniquely Focused On The Automotive Aftermarket

Since the Team Joined Jefferies in July 2015

Sale to The Riverside Company

Financial Advisor

August 2015

Undisclosed

A portfolio company of Pfingsten Partners, LLC

Sale to Highlander Partners, LP

Financial Advisor

July 2015

Undisclosed

Car Care Products

Sale to Sentinel Capital Partners

Financial Advisor

September 2015

Undisclosed

A portfolio company of Dubin Clark & Company

Sale to Holley Performance Products

Financial Advisor

September 2015

Undisclosed

A portfolio company of Z Capital Partners, LLC

February 2016 Pending

$635,000,000 Sale to

LKQ Corporation Lead Financial Advisor

A portfolio company of Kohlberg & Company, L.L.C.

Suppliers

Accessories

Appearance

Collision Parts

Heavy Duty / Ag

Performance

Powersports

Remanufacturers

Recreational Vehicle

Specialty Chemicals & Lubricants

Specialty Products

Systems Technology Providers

Tires / Wheels

Tools & Equipment

Traditional Hard Parts

Truck / Jeep / Off-Road

Parts Distributors

Accessories

Broadline WD’s / Jobbers

Collision (PBE)

Commercial Distributors (DIFM)

Heavy Duty / Ag

Marine

OES Distributors

Performance

Powersports

Recreational Vehicle

Specialty Chemicals

Tire / Wheel Distributors

Tool & Equipment

Truck / Jeep / Off-Road

Whole Car / Salvage Vehicle Auctions

Parts Retailers

Catalog / Direct Marketers

Heavy Duty / Ag

Mass Merchants

Online Retailers

Performance

Powersports

Recreational Vehicles

Traditional Auto Parts

Truck / Jeep / Off-Road

Used Car Dealers

Retail Service Providers

Accessories

Car Dealers

Collision Repair

Franchisors

Heavy Duty / Ag Service

Large Franchisee Groups

Mechanical Repair

Paint & Body Work

Performance

Powersports

Quick Lube

Repair / Maintenance

Tire Retailers

Truck / Jeep / Off-Road

Warehouse Club

Jefferies Automotive Aftermarket Transactions

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20

Important Disclosure

This material has been prepared by Jefferies Group LLC or one of its affiliates as noted below (herein collectively referred to as “Jefferies”).

United States: Jefferies LLC, an SEC-registered broker dealer, a CFTC-registered introducing broker and a member of FINRA and NFA; Jefferies Bache LLC, a CFTC-registered futures commission merchant and a member of NFA; Jefferies Bache Financial Services, Inc., a CFTC-provisionally registered swap dealer and pending membership with NFA; and Jefferies Derivative Products, LLC, CFTC-provisionally registered swap dealer and pending membership with NFA, each located at 520 Madison Avenue, New York, NY 10022.

United Kingdom: Jefferies International Limited, authorized and regulated by the Financial Conduct Authority and registered in England and Wales No. 1978628; and Jefferies Bache Limited, authorized and regulated by the Financial Conduct Authority and registered in England and Wales No. 512397, each with their registered offices at Vintners Place, 68 Upper Thames Street, London EC4V 3BJ.

Hong Kong: Jefferies Hong Kong Limited, licensed by the Securities and Futures Commission of Hong Kong, CE number ATS546; located at Suite 2201, 22nd Floor, Cheung Kong Center, 2 Queen's Road Central, Hong Kong.

India: Jefferies India Private Limited (CIN - U74140MH2007PTC200509), licensed by the Securities and Exchange Board of India for: NSE Capital Market Segment INB231491037; BSE Capital Market Segment INB011491033, Research Analyst INH000000701 and Merchant Banker INM000011443, located at 42/43, 2 North Avenue, Maker Maxity, Bandra-Kurla Complex, Bandra (East) ,Mumbai 400 051.

Japan: Jefferies (Japan) Limited, Tokyo Branch, registered by the Financial Services Agency of Japan and member of the Japan Securities Dealers Association; located at Hibiya Marine Bldg, 3F, 1-5-1 Yuraku-cho, Chiyoda-ku, Tokyo 100-0006.

Singapore: Jefferies Singapore Limited, registered in Singapore No. 200605049K and licensed by the Monetary Authority of Singapore; located at 80 Raffles Place #15-20, UOB Plaza 2, Singapore 048624. This document has been prepared employing appropriate expertise, and in the belief that it is fair and not misleading. The information upon which this material is based was obtained from sources believed to be reliable, but has not been independently verified, therefore, we do not guarantee its accuracy or completeness. It may be based on subjective assessments and assumptions and may utilize one among alternative methodologies that produce differing results; accordingly, it should not be relied upon as an accurate representation of future events. This is not an offer or solicitation of an offer to buy or sell any security or investment. Any opinion or estimates constitute our best judgment as of this date, and are subject to change without notice.

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In the UK, this document is intended for use only by persons who have professional experience in matters relating to investments falling within Articles 19(5) and 49(2)(a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended), or by persons to whom it can be otherwise lawfully distributed. Recipients of this document in jurisdictions outside the United Kingdom should inform themselves about and observe any applicable legal requirements in relation to the receipt of this document.

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For Important Disclosure information, please visit our website at http://www.jefferies.com/FooterPages/2w/196 or call 212.284.2300. © 2016 Jefferies LLC. All rights reserved. Member SIPC. UK & Europe: Jefferies International Limited is authorized and regulated by the Financial Conduct Authority; Asia: Jefferies Hong Kong Limited, licensed by the Securities and Future Commission of Hong Kong with CE number AT5546. In Beijing, Jefferies maintains a representative office of Jefferies LLC.