M&A Update | Engineering & Construction H2-2017

Average historical trading multiples

10.0x 11.0x 12.0x 13.0x 14.0x

Diversified Engineering and Construction

Construction Services & Contractors

Specialty Firms

13.3x

12.1x

9.9x

4.0x 5.0x 6.0x 7.0x 8.0x 9.0x

Mar JuneSept Dec Mar JuneSept Dec Mar JuneSept Dec Mar JuneSept Dec Mar JuneSept Dec Mar JuneSept Dec Mar JuneSept Dec Mar June Sep Dec 2010 2011 2012 2013 2014 2015 2016 2017

Note: Multiples are based on average enterprise values for each quarterly period and certain outliers were removed from the analysis

Select H2-2017 transactions The selected transactions with numerical data below are from companies in the engineering and construction industry that occurred during the H2-2017. The industry has seen relatively consistent acquisition activity over the past two years despite a relatively inactive H1-2017. Publicly available valuation details are limited, however the following deals included trading multiple data, though some of the deals mentioned are outside of the middle market. During October 2017, Lennar Corporation announced the acquisition of CalAtlantic Group, Inc. from MatlinPatterson Global Advisors, marking one of the biggest transactions within the homebuilding industry in years. The transaction is scheduled to close in February of 2018. John Wood Group PLC closed on the acquisition of Amec Foster Wheeler PLC during the H2-2017, bringing two companies with distinct and complementary services together and creating a global force within the construction services industry. The acquisition was proposed to be accretive to earnings. Another notable deal announced, but not yet closed, was the acquisition of Aecon Group Inc. by CCCC International Holding Limited. The deal is expected to close by the end of the first quarter in 2018. Aecon Group is currently, and Amec Foster Wheeler was previously, a counterpart to this report.

Recent comparable transactions

Comparable Transactions with Numerical Data 7/1/2017-12/31/2017 ($ in millions) Date Target Company Acquiring Company

Implied EV EV / Revenue

EV / EBITDA

12/04/17 NAPEC Inc. (TSX:NPC) 2 10/30/17 CalAtlantic Group, Inc. 2 10/26/17 Aecon Group Inc. (TSX:ARE) 2 10/06/17 Amec Foster Wheeler plc

Oaktree Capital Management, L.P. Lennar Corporation (NYSE:LEN)

$258.86

0.7x 1.5x 0.5x 0.6x 1.4x

9.7x

$9,963.79

13.4x

CCCC International Holding Limited $1,613.98

9.8x

John Wood Group PLC (LSE:WG.)

$3,297.89

10.6x 10.7x

07/06/17 Distinct Infrastructure Group Inc. (TSXV:DUG)

-

$1.08

Total $15,135.60

-

-

Mean

$3,027.12 $1,613.98

0.9x 0.7x

10.8x 10.6x

Median

Sources: Capital IQ, public news sources and Baker Tilly Capital, LLC research (December 31, 2017) 2 Announced transactions

4