The latest issue of our monthly Energy Equipment & Services Report, highlighting trends in M&A, financing and capital markets for private and public companies in the energy market, is now available. Highlights include: Crude prices continue to dominate the industry’s outlook 1Q results in the OFS space were downbeat, but management teams expressed optimism that a recovery is in its early stages and may begin to be realized in 2017 On the M&A front, the big news in May was the termination of the planned Halliburton-Baker Hughes merger less than a month after the US DOJ sued to block the transaction.

1. 1
June 2016
E n e rg y E q u i p m e n t & S e r v i c e s
Industry Insights and Happenings

2. 2
Report Summary
INDUSTRY COMMENTARY
• Crude prices continue to dominate the industry’s outlook
–– Recent rally in prices driven by outages and strong crude demand have
led to projections for a potential bottoming in services activity
• 1Q results in the OFS space were downbeat, but management teams ex-
pressed optimism that a recovery is in its early stages and may begin to be
realized in 2017
–– Despite the rally in commodity prices, producers are largely prioritizing
balance sheet stabilization over incremental drilling activity
–– However, maintenance capital expenditures have remained relatively in-
sulated from spending cuts
• On the M&A front, the big news in May was the termination of the planned
Halliburton-Baker Hughes merger less than a month after the US DOJ sued
to block the transaction. HAL paid BHI a $3.5B termination fee
–– More generally, M&A activity seems to have picked up via PE-backed
restructurings
–– Cerberus-backed Keane acquired Trican’s US business for in excess of
30% of replacement cost
TABLE OF CONTENTS:
• Recent Transactions
• Articles We enjoyed
• Commodity Prices
• Rig Counts
• Public Comparables
CONTACTS:
Ted Kinsman
Managing Director
tkinsman@headwatersmb.com
(303) 572-6013
Samuel L. Hill
Managing Director
hill@headwatersmb. com
214.457.4832
Tim McEuen
Sr. Vice President
tmceuen@headwatersmb.com
(303) 962-5778
Luis Moya
Vice President
imoya@headwatersmb.com
214.814.5684
www.headwatersmb.com
% of High % of Low 6 Mos. Ago Current 2016E 2017P
Oilfield Services & Equpment
Large-Cap 74% 123% 8.5x 12.6x 18.1x 12.8x
Mid-and Small-Cap 35% 171% 4.5x 7.4x 6.6x 9.7x
Oil & Gas Equipment 72% 132% 6.2x 5.8x 11.6x 11.5x
Land Drillers 63% 163% 4.4x 3.7x 7.3x 13.1x
Power Services & Equpment
Large-Cap 86% 125% 10.5x 9.2x 10.3x 9.6x
Mid- and Small-Cap 91% 131% 11.3x 10.3x 11.3x 10.8x
Clean Tech and Solar 60% 135% 9.7x 15.6x 12.9x 7.6x
Infrastructure & Industrial Services
Large-Cap Infrastructure 84% 127% 6.4x 6.4x 6.3x 6.6x
Mid- and Small-Cap Infrastructure 83% 150% 7.3x 7.5x 8.9x 6.8x
Utility Services 73% 134% 6.7x 8.6x 8.0x 6.3x
Industrial Services 84% 119% 9.4x 7.6x 7.7x 7.4x
Forward Multiples
EV/EBITDA52-Week Perf.
LTM Multiples
EV/LTMEBITDA as of
Stock Performance

3. 3
Industry Update
RECENT TRANSACTIONS
Date Seller/Target Description Acquirer
May-16 Tercel Oilfield Products Designs and manufactures products for E&P drilling, completion, and
production operations
Rubicon Oilfield
International Holdings
Mar-16 Five Companies Combined OFS, transportation, and environmental operations of five
portfolio companies of CCNG Energy Partners LP
Guggenheim Capital
Funding LLC
Jan-16 Trican Well Service Ltd Provides pressure pumping and other general well and production
services
Keane Group Holdings
Jan-16 CC American Oilfield
LLC
Designs, manufactures, repairs and services oil and gas pressure vessels,
as well as fuel scrubbers, filter separators, production skids and other
wellsite equipment
CSE Global Ltd
Dec-15 Pioneer Energy Services Three non-walking SCR drilling rigs and one walking SCR drilling rig Undisclosed buyer
Dec-15 New Source Energy
Partners
Operates ~110 flowback tanks and 50 three-phase production units, and
provides services in the areas of drill outs, coil tubing, production and
flare jobs
Erick's Holdings LLC
Dec-15 EMAS Offshore Ltd Owns and operates three jack-up drilling rigs, FPSO Perisai Kamelia and
MOPU Rubicone, three anchor handling tug supply vessels, three anchor
handling tugs, three crew boats, and one derrick
Ezra Holdings Limited
Nov-15 Archer Limited Provides pressure pumping, directional drilling, pressure control and
wireline services
Quintana Energy Services
LP
Nov-15 Fluid Inclusion
Technologies Inc
Specializes in laboratory analysis of trapped fluids in rock material, and
advanced borehole gas analysis on drilling wells
Schlumberger Ltd
Nov-15 Ultra Fab Industries Ltd Designs and manufactures customized solutions and specialized
chemical injection systems for use in unconventional drilling
Ecolab Inc
Oct-15 Fraser Hydraulic Power
Ltd
Designs and builds systems for laying subsea cables and umbilicals with
tracked engines and tensioners
Royal IHC
Oct-15 CWC Energy Services Specializes in well testing and other non-core production services Undisclosed buyer
Oct-15 Digital Petrodata LLC Provides customized integrated GIS data and cloud solutions to the oil
and gas industry
TGS-NOPEC Geophysical
Company
Oct-15 Spectraseis Inc Offers microseismic fracture monitoring and stimulation evaluation
services, including real time monitoring, fracture mapping and
microseismic interactive data archiving
Spectris plc
Oct-15 Hybrid Tool Solutions
LLC
Provides frac plug drill outs, stick pipe drill outs and tube ups solutions
in the Marcellus Shale, Utica Shale and Midcontinent regions
Hastings Equity Partners
LLC

4. 4
M&A Report 1Q 2016 | Add-Ons Hit Record Level
As PE firms have looked lower in the value chain to find plat-
form deals, add-ons have continued to make up a larger and
larger share of buyouts, climbing consecutively each. As PE
firms have looked lower in the value chain to find platform
deals, add-ons have continued to make up a larger and larg-
er share of buyouts, climbing consecutively each of the last
7 years and now up to 59.1% in the recent quarter. Median
deal size of add-on acquisitions nearly halved in the quarter to
$35.3 million, on the low side of recent history, again speaking
to a shift from GPs to hunt for smaller deals they can combine
to build well-rounded companies.
Pitchbook | M&A Report 1Q 2016
Residential Solar | In Search of Sustainable Funding
Model
The residential solar industry has deployed various funding
strategies, from tax equity structures to solar securitizations.
As the largest players are gaining scale, the next logical step
is the monetization of their equity stake in the portfolio of
assets, and we think that it is coming. With the public market
for Yieldco type structures in flux, we think residential solar
players will try to go down a different path and monetize the
assets by selling them to private investors, in transactions sim-
ilar to SCTY’s John Hancock asset sale.
Guggenheim Securities | Residential Solar: Value Creation
Through Cost Management
Oilfield Services | Labor & Attrition to Inhibit Shale
Recovery
We continue to espouse our view that the shale recovery will
take longer than most anticipate. This notion is grounded on
a few simple premises; 1) Attrition is underestimated within
the services sector and 2) labor constraints will delay the in-
dustry’s ability to ramp up production. When activity picks up,
ready-to-go equipment will be in relatively short supply and
the companies that have maintained their equipment despite
the elevated costs will have an early mover advantage. E
J.P. Morgan | Oil Services & Equipment, 1Q Earnings: Thoughts
and Observations
Onshore Equipment | Order Metrics Signaling the
Turn?
With the market valuing stocks on through-cycle earnings
potential, order metrics have returned to precedence over
operating results (particularly margin profile). The ~20% q/q
improvement in onshore orders and relatively steady ~0.75-
1.0x book:bill suggest backlog deflation is approaching equilib-
rium, though we note the relatively low base of both orders
and outbound revenue from backlog recognition contribut-
ing to these “healthy” metrics. Customer conversations have
picked up and E&P guidance suggests potential for incremen-
tal spending in 2H16…
Evercore ISI | Global Oilfield Services, Equipment & Drilling
Monthly: May 2016
Oil Services & Equipment | Investment Thesis
With earnings revisions still risked to the downside for 2017
and 2018, we believe it is too early to invest in the group. A
(sustained) oil price rally is a predicate for any improvement
in oil services fundamentals, and history indicates a 1-2 quar-
ter lag in E&P activity is likely (therefore pushing the recovery
to 2017), though we suspect the market could be tryingto an-
ticipate the ramp now.
J.P. Morgan | Oil Services & Equipment, 1Q Earnings: Thoughts
and Observations
ARTICLES WE ENJOYED

5. 5
1 Year WTI and Henry Hub Prices
Source: Capital IQ
COMMENTARY:
• DOE data show improving fundamentals: strong demand
and a continued reduction in domestic supply
- Cushing unexpectedly added inventory for the fifth
time in seven weeks, but overall crude stocks drew
down ~900k bbls, less than expected
- US production fell for a 12th straight week to ~8.7m
bbl/day
- Implied US gasoline demand reached an all-time
record, very early in the calendar year, although re-
fined product gluts remain
- Refiner demand increased ~200k bbl/day
• Near-term prices continue to be supported by wildfire-re-
lated outages in Alberta (estimated to disrupt ~1m bbl/
day) and political unrest in Venezuela, Nigeria, and Algeria
• On the trading side, Brexit anxiety dominated markets this
week, and the dollar strengthened considerably against
the pound and the euro, causing a decline in WTI despite
a favorable supply/demand forecast from the EIA
- Producers and funds both largely remained on the
sidelines, with net hedge length remaining virtually
unchanged
COMMODITY PRICE UPDATE
$0.00
$0.50
$1.00
$1.50
$2.00
$2.50
$3.00
$3.50
$0.00
$10.00
$20.00
$30.00
$40.00
$50.00
$60.00
$70.00
Jun-15
Jul-15
Jul-15
Aug-15
Aug-15
Aug-15
Sep-15
Sep-15
Oct-15
Oct-15
Nov-15
Nov-15
Dec-15
Dec-15
Jan-16
Jan-16
Feb-16
Feb-16
Feb-16
Mar-16
Mar-16
Apr-16
Apr-16
May-16
May-16
Jun-16
Jun-16
Crude (left) Natural Gas (right)

6. 6
0
500
1,000
1,500
2,000
Jan-00
Jan-02
Jan-04
Jan-06
Jan-08
Jan-10
Jan-12
Jan-14
Jan-16
Oil Gas
0
500
1,000
1,500
2,000
2,500
Jan-00
Jan-02
Jan-04
Jan-06
Jan-08
Jan-10
Jan-12
Jan-14
Jan-16
U.S. Rigs
0
500
1,000
1,500
2,000
Jan-00
Jan-02
Jan-04
Jan-06
Jan-08
Jan-10
Jan-12
Jan-14
Jan-16
Horizontal + Directional Vertical
0
1,000
2,000
3,000
4,000
5,000
Jan-00
Feb-01
Mar-02
Apr-03
May-04
Jun-05
Jul-06
Aug-07
Sep-08
Oct-09
Nov-10
Dec-11
Jan-13
Feb-14
Mar-15
Apr-16
International Rigs
U.S. Rig Count International Rig Count
U.S. Directional vs. VerticalU.S. Oil vs. Gas Rig Count
U.S. Rig Count by Play
Source: Baker Hughes
RIG COUNT UPDATE
0
500
1,000
1,500
2,000
2,500
Feb-11
Apr-11
Jun-11
Aug-11
Oct-11
Dec-11
Feb-12
Apr-12
Jun-12
Aug-12
Oct-12
Dec-12
Feb-13
Apr-13
Jun-13
Aug-13
Oct-13
Dec-13
Feb-14
Apr-14
Jun-14
Aug-14
Oct-14
Dec-14
Feb-15
Apr-15
Jun-15
Aug-15
Oct-15
Dec-15
Feb-16
Apr-16
Other Permian Williston DJ-Niobrara Eagle Ford Haynesville

7. 7
Public Comparables
LARGE-CAP OILFIELD SERVICES
5-Year Trading vs. S&P 5001-Year Trading vs. S&P 500
Historical EV/LTM EBITDA
Source: Capital IQ
Market Data
Stock Performance LTM Multiple Evolution Forward Multiples
Change From 52-Week Performance EV/LTM EBITDA as of EV/EBITDA
Mkt. Cap EV 1 Month 1 Year % of High % of Low 1 Yr. Ago 6 Mos. Ago Current 2016E 2017P
Large-Cap Oilfield Services
Schlumberger Limited $109,711 $116,793 5% (10%) 89% 132% 8.3x 8.2x 13.4x 17.7x 14.4x
Halliburton Company $38,370 $44,108 8% 1% 96% 161% 6.2x 7.0x 12.8x 21.6x 13.3x
Baker Hughes Incorporated $20,407 $22,262 4% (25%) 74% 124% 7.3x 8.8x 16.0x na 14.6x
Weatherford International plc $5,544 $12,138 23% (53%) 46% 131% 7.0x 9.9x na na 12.9x
Min 4% (53%) 46% 124% 6.2x 7.0x 12.8x 17.7x 12.9x
Median 6% (18%) 81% 132% 7.2x 8.5x 13.4x 19.6x 13.9x
Max 23% 1% 96% 161% 8.3x 9.9x 16.0x 21.6x 14.6x
0%
20%
40%
60%
80%
100%
120%
Jun-15
Jul-15
Aug-15
Sep-15
Oct-15
Nov-15
Dec-15
Jan-16
Feb-16
Mar-16
Apr-16
May-16
Jun-16
Large-Cap Oilfield Services -19.1% S&P 500 -1.0%
0%
50%
100%
150%
200%
Jun-11
Oct-11
Feb-12
Jun-12
Oct-12
Feb-13
Jun-13
Oct-13
Feb-14
Jun-14
Oct-14
Feb-15
Jun-15
Oct-15
Feb-16
Large-Cap Oilfield Services -25.4% S&P 500 +64.7%
10-year avg: 9.7x
13.1x
10.6x
9.4x
6.4x
11.4x
10.8x
6.8x
8.1x
9.5x
7.6x
13.3x
0.0x
2.0x
4.0x
6.0x
8.0x
10.0x
12.0x
14.0x
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 YTD

8. 8
Market Data
5-Year Trading vs. S&P 5001-Year Trading vs. S&P 500
Historical EV/LTM EBITDA
Source: Capital IQ
MID-CAP OILFIELD SERVICES
Stock Performance LTM Multiple Evolution Forward Multiples
Change From 52-Week Performance EV/LTM EBITDA as of EV/EBITDA
Mkt. Cap EV 1 Month 1 Year % of High % of Low 1 Yr. Ago 6 Mos. Ago Current 2016E 2017P
Mid-Cap Oilfield Services
Superior Energy Services, Inc. $2,933 $3,988 20% (8%) 90% 235% 4.1x 4.6x 16.7x na 14.2x
TETRA Technologies, Inc. $526 $1,341 12% (6%) 62% 126% 12.1x 7.7x 6.8x 10.5x 7.0x
Ensign Energy Services Inc. $1,097 $1,786 na (41%) 57% 152% 4.5x 5.0x 6.6x 10.0x 8.5x
Calfrac Well Services Ltd. $405 $1,201 na (56%) 42% 330% 4.5x 7.2x na na 19.2x
Basic Energy Services, Inc. $81 $1,023 1% (74%) 24% 124% 4.2x 8.4x na na 24.8x
Key Energy Services Inc. $39 $849 (16%) (86%) 12% 139% 14.6x na na na 16.6x
Trican Well Service Ltd. $428 $698 na (45%) 49% 657% 6.5x 10.0x na na 13.8x
Min (16%) (86%) 12% 124% 4.1x 4.6x 6.6x 10.0x 7.0x
Median 6% (45%) 49% 152% 4.5x 7.4x 6.8x 10.2x 14.2x
Max 20% (6%) 90% 657% 14.6x 10.0x 16.7x 10.5x 24.8x
0%
20%
40%
60%
80%
100%
120%
Jun-15
Jul-15
Aug-15
Sep-15
Oct-15
Nov-15
Dec-15
Jan-16
Feb-16
Mar-16
Apr-16
May-16
Jun-16
Mid-Cap Oilfield Services -32.5% S&P 500 -1.0%
0%
50%
100%
150%
200%
Jun-11
Oct-11
Feb-12
Jun-12
Oct-12
Feb-13
Jun-13
Oct-13
Feb-14
Jun-14
Oct-14
Feb-15
Jun-15
Oct-15
Feb-16
Mid-Cap Oilfield Services -71.8% S&P 500 +64.7%
10-year avg: 9.1x
10.5x
6.8x 7.3x
5.4x
12.3x
9.2x
5.9x
7.8x
10.0x
8.1x
17.2x
0.0x
2.0x
4.0x
6.0x
8.0x
10.0x
12.0x
14.0x
16.0x
18.0x
20.0x
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 YTD

9. 9
5-Year Trading vs. S&P 5001-Year Trading vs. S&P 500
Historical EV/LTM EBITDA
Source: Capital IQ
OIL & GAS EQUIPMENT
Market Data
Stock Performance LTM Multiple Evolution Forward Multiples
Change From 52-Week Performance EV/LTM EBITDA as of EV/EBITDA
Mkt. Cap EV 1 Month 1 Year % of High % of Low 1 Yr. Ago 6 Mos. Ago Current 2016E 2017P
Oil & Gas Equipment
National Oilwell Varco, Inc. $13,450 $15,070 13% (27%) 72% 139% 4.7x 5.2x 11.9x na 24.1x
FMC Corp. $6,452 $8,488 2% (13%) 87% 150% 13.3x 9.8x 13.1x 12.2x 11.0x
Oil States International Inc. $1,691 $1,738 3% (15%) 83% 153% 5.2x 5.2x 13.5x na 22.7x
Dril-Quip, Inc. $2,302 $1,878 2% (19%) 78% 124% 7.3x 6.3x 7.3x 11.7x 18.6x
Min 2% (27%) 72% 124% 4.7x 5.2x 7.3x 11.7x 11.0x
Median 2% (17%) 81% 144% 6.2x 5.8x 12.5x 12.0x 20.7x
Max 13% (13%) 87% 153% 13.3x 9.8x 13.5x 12.2x 24.1x
0%
20%
40%
60%
80%
100%
120%
Jun-15
Jul-15
Aug-15
Sep-15
Oct-15
Nov-15
Dec-15
Jan-16
Feb-16
Mar-16
Apr-16
May-16
Jun-16
Oil& Gas Equipment -17.1% S&P 500 -1.0%
0%
50%
100%
150%
200%
Jun-11
Oct-11
Feb-12
Jun-12
Oct-12
Feb-13
Jun-13
Oct-13
Feb-14
Jun-14
Oct-14
Feb-15
Jun-15
Oct-15
Feb-16
Oil& Gas Equipment -23.9% S&P 500 +64.7%
10-year avg: 9.1x
11.5x
9.5x
8.7x
5.7x
8.6x
10.7x
9.8x
10.8x
9.9x
6.7x
8.7x
0.0x
2.0x
4.0x
6.0x
8.0x
10.0x
12.0x
14.0x
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 YTD

10. 10
5-Year Trading vs. S&P 5001-Year Trading vs. S&P 500
Historical EV/LTM EBITDA
Source: Capital IQ
LAND DRILLERS
Market Data
Stock Performance LTM Multiple Evolution Forward Multiples
Change From 52-Week Performance EV/LTM EBITDA as of EV/EBITDA
Mkt. Cap EV 1 Month 1 Year % of High % of Low 1 Yr. Ago 6 Mos. Ago Current 2016E 2017P
Land Drillers
Nabors Industries Ltd. $2,983 $6,351 32% (25%) 72% 215% 4.5x 4.6x 9.3x 11.2x 9.7x
Helmerich & Payne, Inc. $7,343 $6,932 15% (8%) 93% 167% 4.4x 3.7x 8.4x 15.9x 18.4x
Patterson-UTI Energy Inc. $3,110 $3,764 22% 6% 95% 193% 3.7x 3.6x 8.3x 19.9x 15.4x
Precision Drilling Corporation $1,982 $3,549 na (19%) 79% 198% 6.1x 6.2x 13.8x 13.9x 11.2x
Pioneer Energy Services Corp. $279 $648 45% (32%) 64% 455% 3.1x 3.0x 8.5x na 11.6x
Min 15% (32%) 64% 167% 3.1x 3.0x 8.3x 11.2x 9.7x
Median 27% (19%) 79% 198% 4.4x 3.7x 8.5x 14.9x 11.6x
Max 45% 6% 95% 455% 6.1x 6.2x 13.8x 19.9x 18.4x
0%
50%
100%
150%
200%
Jun-11
Oct-11
Feb-12
Jun-12
Oct-12
Feb-13
Jun-13
Oct-13
Feb-14
Jun-14
Oct-14
Feb-15
Jun-15
Oct-15
Feb-16
Land Drillers -34.3% S&P 500 +64.7%
0%
20%
40%
60%
80%
100%
120%
Jun-15
Jul-15
Aug-15
Sep-15
Oct-15
Nov-15
Dec-15
Jan-16
Feb-16
Mar-16
Apr-16
May-16
Jun-16
Land Drillers -8.6% S&P 500 -1.0%
10-year avg: 5.9x
7.0x
4.7x
5.7x
4.2x
8.5x
7.5x
4.4x
5.3x
6.1x
4.2x
6.7x
0.0x
1.0x
2.0x
3.0x
4.0x
5.0x
6.0x
7.0x
8.0x
9.0x
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 YTD

11. 11
5-Year Trading vs. S&P 5001-Year Trading vs. S&P 500
Historical EV/LTM EBITDA
Source: Capital IQ
LARGE-CAP POWER SERVICES &
EQUIPMENT
Market Data
Stock Performance LTM Multiple Evolution Forward Multiples
Change From 52-Week Performance EV/LTM EBITDA as of EV/EBITDA
Mkt. Cap EV 1 Month 1 Year % of High % of Low 1 Yr. Ago 6 Mos. Ago Current 2016E 2017P
Large-Cap Power Services & Equipment
Siemens Aktiengesellschaft $77,768 $93,432 3% (0%) 95% 124% 9.6x 9.0x 10.8x 9.4x 8.4x
Honeywell International Inc. $92,456 $100,044 4% 11% 99% 135% 11.6x 10.2x 12.7x 11.9x 11.0x
ABB Ltd. $44,408 $46,035 0% (1%) 98% 129% 9.8x 8.6x 10.3x 9.9x 8.9x
Schneider Electric SE $33,414 $38,004 2% (12%) 86% 127% 12.6x 9.3x 9.7x 9.5x 8.9x
Emerson Electric Co. $34,194 $38,166 5% (9%) 92% 129% 8.9x 7.7x 9.5x 9.9x 9.5x
Eaton Corporation plc $28,491 $36,571 3% (12%) 88% 134% 11.2x 9.5x 11.1x 11.0x 10.6x
Min 0% (12%) 86% 124% 8.9x 7.7x 9.5x 9.4x 8.4x
Median 3% (5%) 94% 129% 10.5x 9.2x 10.5x 9.9x 9.2x
Max 5% 11% 99% 135% 12.6x 10.2x 12.7x 11.9x 11.0x
0%
50%
100%
150%
Jun-15
Jul-15
Aug-15
Sep-15
Oct-15
Nov-15
Dec-15
Jan-16
Feb-16
Mar-16
Apr-16
May-16
Jun-16
Large-Cap Power Services &Equipment +0.5%
S&P 500 -1.0%
0%
50%
100%
150%
200%
Jun-11
Oct-11
Feb-12
Jun-12
Oct-12
Feb-13
Jun-13
Oct-13
Feb-14
Jun-14
Oct-14
Feb-15
Jun-15
Oct-15
Feb-16
Large-Cap Power Services &Equipment +28.8%
S&P 500 +64.7%
10-year avg: 9.7x
9.8x
10.9x
8.6x
7.3x
9.7x
9.2x 9.0x
10.9x 10.9x
10.1x 9.9x
0.0x
2.0x
4.0x
6.0x
8.0x
10.0x
12.0x
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 YTD

12. 12
5-Year Trading vs. S&P 5001-Year Trading vs. S&P 500
Historical EV/LTM EBITDA
Source: Capital IQ
MID-CAP POWER SERVICES & EQUIPMENT
Market Data
Stock Performance LTM Multiple Evolution Forward Multiples
Change From 52-Week Performance EV/LTM EBITDA as of EV/EBITDA
Mkt. Cap EV 1 Month 1 Year % of High % of Low 1 Yr. Ago 6 Mos. Ago Current 2016E 2017P
Mid-Cap Power Services & Equipment
Ametek Inc. $10,910 $12,741 (2%) (15%) 80% 108% 13.1x 12.8x 11.9x 12.1x 11.4x
Hubbell Inc. $5,611 $6,267 (3%) (8%) 91% 126% 10.4x 8.6x 10.5x 10.8x 10.1x
Valmont Industries, Inc. $3,130 $3,503 4% 11% 93% 148% 8.3x 7.6x 11.2x 10.0x 9.6x
Littelfuse Inc. $2,634 $2,734 8% 19% 94% 141% 12.2x 10.9x 14.0x 12.2x 10.7x
AZZ incorporated $1,552 $1,838 5% 14% 97% 132% 9.8x 9.6x 10.8x 11.0x 9.9x
Badger Meter Inc. $1,055 $1,106 (0%) 13% 92% 140% 15.1x 14.7x 15.9x 16.0x 14.2x
ESCO Technologies Inc. $1,039 $1,099 5% 5% 97% 128% 12.9x 12.1x 12.5x 11.0x 9.5x
Thermon Group Holdings, Inc. $679 $688 12% (12%) 81% 148% 9.8x 9.4x 11.1x 10.9x 11.0x
Min (3%) (15%) 80% 108% 8.3x 7.6x 10.5x 10.0x 9.5x
Median 4% 8% 93% 136% 11.3x 10.3x 11.5x 11.0x 10.4x
Max 12% 19% 97% 148% 15.1x 14.7x 15.9x 16.0x 14.2x
0%
50%
100%
150%
Jun-15
Jul-15
Aug-15
Sep-15
Oct-15
Nov-15
Dec-15
Jan-16
Feb-16
Mar-16
Apr-16
May-16
Jun-16
Mid-Cap Power Services & Equipment +3.2%
S&P 500 -1.0%
0%
50%
100%
150%
200%
Jun-11
Oct-11
Feb-12
Jun-12
Oct-12
Feb-13
Jun-13
Oct-13
Feb-14
Jun-14
Oct-14
Feb-15
Jun-15
Oct-15
Feb-16
Mid-Cap Power Services & Equipment +81.5%
S&P 500 +64.7%
10-year avg: 10.9x
11.9x 12.1x
10.7x
9.3x
10.1x 9.6x
10.7x
11.6x 11.6x 11.3x 11.5x
0.0x
2.0x
4.0x
6.0x
8.0x
10.0x
12.0x
14.0x
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 YTD

13. 13
5-Year Trading vs. S&P 5001-Year Trading vs. S&P 500
Historical EV/LTM EBITDA
Source: Capital IQ
ENERGY EFFICIENCY & CLEANTECH
Market Data
Stock Performance LTM Multiple Evolution Forward Multiples
Change From 52-Week Performance EV/LTM EBITDA as of EV/EBITDA
Mkt. Cap EV 1 Month 1 Year % of High % of Low 1 Yr. Ago 6 Mos. Ago Current 2016E 2017P
Energy Efficiency & CleanTech
SolarCity Corporation $1,966 $4,857 (34%) (68%) 32% 123% (23.2x) (15.4x) (8.8x) (8.1x) (9.3x)
Itron, Inc. $1,550 $1,791 2% 12% 95% 146% 9.7x 12.4x 13.6x 9.2x 8.3x
Silver Spring Networks, Inc. $665 $540 (11%) (4%) 80% 135% (18.2x) 18.9x 12.2x 31.2x 16.3x
Ameresco, Inc. $213 $408 (2%) (38%) 57% 117% 12.2x 10.5x 9.2x 7.6x 6.7x
OPOWER, Inc. $589 $528 40% (9%) 79% 194% (10.0x) (10.3x) (14.5x) (57.4x) 184.7x
Sunworks, Inc. $45 $42 (19%) (57%) 43% 111% 218.8x 22.3x 14.2x 6.0x 3.8x
EnerNOC, Inc. $192 $199 (1%) (31%) 60% 232% 5.8x (4.8x) (4.4x) (5.7x) (10.7x)
Min (34%) (68%) 32% 111% (23.2x) (15.4x) (14.5x) (57.4x) (10.7x)
Median (2%) (31%) 60% 135% 5.8x 10.5x 9.2x 6.0x 6.7x
Max 40% 12% 95% 232% 218.8x 22.3x 14.2x 31.2x 184.7x
0%
20%
40%
60%
80%
100%
120%
Jun-15
Jul-15
Aug-15
Sep-15
Oct-15
Nov-15
Dec-15
Jan-16
Feb-16
Mar-16
Apr-16
May-16
Jun-16
Energy Efficiency & CleanTech -1.7% S&P 500 +1.9%
0%
50%
100%
150%
200%
Jun-11
Oct-11
Feb-12
Jun-12
Oct-12
Feb-13
Jun-13
Oct-13
Feb-14
Jun-14
Oct-14
Feb-15
Jun-15
Oct-15
Feb-16
Energy Efficiency & CleanTech -40.7% S&P 500 +66.6%
10-year avg: 24.8x
13.9x
23.8x
16.3x
44.3x
40.7x
11.0x
19.0x
48.5x
12.3x
31.1x
12.2x
0.0x
10.0x
20.0x
30.0x
40.0x
50.0x
60.0x
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 YTD

14. 14
5-Year Trading vs. S&P 5001-Year Trading vs. S&P 500
Historical EV/LTM EBITDA
Source: Capital IQ
LARGE-CAP INFRASTRUCTURE SERVICES
Market Data
Stock Performance LTM Multiple Evolution Forward Multiples
Change From 52-Week Performance EV/LTM EBITDA as of EV/EBITDA
Mkt. Cap EV 1 Month 1 Year % of High % of Low 1 Yr. Ago 6 Mos. Ago Current 2016E 2017P
Large-Cap Infrastructure Services
Chicago Bridge & Iron Company N.V. $3,898 $5,729 3% (37%) 62% 118% 5.5x 4.9x 4.9x 5.6x 5.8x
Fluor Corporation $6,966 $6,792 (5%) (15%) 84% 127% 5.4x 4.4x 6.3x 6.6x 6.6x
Jacobs Engineering Group Inc. $6,061 $6,034 16% 12% 97% 142% 7.2x 6.4x 8.8x 9.2x 8.4x
SNC-Lavalin Group Inc. $7,757 $6,779 10% na 99% 144% 9.6x 12.2x 10.5x 10.9x 9.5x
KBR, Inc. $2,002 $1,238 (4%) (24%) 68% 121% (59.2x) 16.9x 3.5x 4.2x 4.4x
Min (5%) (37%) 62% 118% (59.2x) 4.4x 3.5x 4.2x 4.4x
Median 3% (19%) 84% 127% 5.5x 6.4x 6.3x 6.6x 6.6x
Max 16% 12% 99% 144% 9.6x 16.9x 10.5x 10.9x 9.5x
0%
20%
40%
60%
80%
100%
120%
Jun-15
Jul-15
Aug-15
Sep-15
Oct-15
Nov-15
Dec-15
Jan-16
Feb-16
Mar-16
Apr-16
May-16
Jun-16
Large-Cap InfrastructureServices -6.0% S&P 500 +1.9%
0%
50%
100%
150%
200%
Jun-11
Oct-11
Feb-12
Jun-12
Oct-12
Feb-13
Jun-13
Oct-13
Feb-14
Jun-14
Oct-14
Feb-15
Jun-15
Oct-15
Feb-16
Large-Cap InfrastructureServices -7.4% S&P 500 +66.6%
10-year avg: 10.9x
16.5x
18.1x
15.0x
6.9x 7.2x
9.1x
7.3x
10.1x 10.8x
12.0x
7.0x
0.0x
2.0x
4.0x
6.0x
8.0x
10.0x
12.0x
14.0x
16.0x
18.0x
20.0x
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 YTD

15. 15
5-Year Trading vs. S&P 5001-Year Trading vs. S&P 500
Historical EV/LTM EBITDA
Source: Capital IQ
MID-CAP INFRASTRUCTURE SERVICES
Market Data
Stock Performance LTM Multiple Evolution Forward Multiples
Change From 52-Week Performance EV/LTM EBITDA as of EV/EBITDA
Mkt. Cap EV 1 Month 1 Year % of High % of Low 1 Yr. Ago 6 Mos. Ago Current 2016E 2017P
Mid-Cap Infrastructure Services
Amec Foster Wheeler plc $1,768 $2,728 1% (47%) 52% 141% 13.9x 10.7x 7.6x 7.9x 7.8x
Tutor Perini Corporation $1,164 $1,899 11% 0% 100% 232% 6.9x 8.0x 11.1x 6.7x 6.2x
Granite Construction Incorporated $1,735 $1,511 8% 16% 90% 154% 9.3x 7.2x 9.5x 8.4x 6.7x
Primoris Services Corporation $1,001 $1,166 (10%) (2%) 77% 121% 6.2x 8.3x 8.4x 6.6x 5.7x
Aecon Group Inc. $1,008 $1,132 na 41% 98% 171% 6.6x 7.4x 7.7x 6.4x 5.9x
Great Lakes Dredge & Dock Corporation $291 $642 13% (20%) 78% 162% 9.4x 7.1x 7.5x 6.9x 5.7x
Willbros Group Inc. $182 $221 (6%) 84% 85% 430% na na na 12.1x 7.4x
Orion Group Holdings, Inc. $144 $260 10% (28%) 68% 162% 7.3x 7.5x 11.1x 4.9x 4.3x
Min (10%) (47%) 52% 121% 6.2x 7.1x 7.5x 4.9x 4.3x
Median 8% (1%) 81% 162% 7.3x 7.5x 8.4x 6.8x 6.1x
Max 13% 84% 100% 430% 13.9x 10.7x 11.1x 12.1x 7.8x
0%
20%
40%
60%
80%
100%
120%
Jun-15
Jul-15
Aug-15
Sep-15
Oct-15
Nov-15
Dec-15
Jan-16
Feb-16
Mar-16
Apr-16
May-16
Jun-16
Mid-Cap Infrastructure Services -11.4% S&P 500 -1.0%
0%
50%
100%
150%
200%
Jun-11
Oct-11
Feb-12
Jun-12
Oct-12
Feb-13
Jun-13
Oct-13
Feb-14
Jun-14
Oct-14
Feb-15
Jun-15
Oct-15
Feb-16
Mid-Cap Infrastructure Services -1.9% S&P 500 +64.7%
10-year avg: 10.9x
21.6x
19.0x
8.5x
5.2x
6.8x
9.4x
11.1x 10.4x 10.4x
9.0x 8.7x
0.0x
5.0x
10.0x
15.0x
20.0x
25.0x
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 YTD

16. 16
5-Year Trading vs. S&P 5001-Year Trading vs. S&P 500
Historical EV/LTM EBITDA
Source: Capital IQ
UTILITY SERVICES
Market Data
Stock Performance LTM Multiple Evolution Forward Multiples
Change From 52-Week Performance EV/LTM EBITDA as of EV/EBITDA
Mkt. Cap EV 1 Month 1 Year % of High % of Low 1 Yr. Ago 6 Mos. Ago Current 2016E 2017P
Utility Services
Quanta Services, Inc. $3,549 $3,802 3% (23%) 77% 140% 8.7x 8.8x 8.3x 6.6x 6.0x
MasTec, Inc. $1,951 $2,960 6% 10% 96% 190% 6.7x 8.6x 13.0x 7.0x 6.3x
MYR Group, Inc. $451 $426 2% (19%) 75% 134% 6.3x 5.6x 5.6x 5.7x 5.2x
Min 2% (23%) 75% 134% 6.3x 5.6x 5.6x 5.7x 5.2x
Median 3% (19%) 77% 140% 6.7x 8.6x 8.3x 6.6x 6.0x
Max 6% 10% 96% 190% 8.7x 8.8x 13.0x 7.0x 6.3x
0%
50%
100%
150%
200%
Jun-11
Oct-11
Feb-12
Jun-12
Oct-12
Feb-13
Jun-13
Oct-13
Feb-14
Jun-14
Oct-14
Feb-15
Jun-15
Oct-15
Feb-16
Utility Services +18.9% S&P 500 +64.7%
0%
20%
40%
60%
80%
100%
120%
Jun-15
Jul-15
Aug-15
Sep-15
Oct-15
Nov-15
Dec-15
Jan-16
Feb-16
Mar-16
Apr-16
May-16
Jun-16
Utility Services -10.2% S&P 500 -1.0%
10-year avg: 9.7x
15.6x 15.6x
11.5x
9.0x 8.4x
9.1x
8.1x 7.6x 7.6x
6.8x
7.6x
0.0x
2.0x
4.0x
6.0x
8.0x
10.0x
12.0x
14.0x
16.0x
18.0x
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 YTD

17. 17
5-Year Trading vs. S&P 5001-Year Trading vs. S&P 500
Historical EV/LTM EBITDA
Source: Capital IQ
INDUSTRIAL SERVICES
Market Data
Stock Performance LTM Multiple Evolution Forward Multiples
Change From 52-Week Performance EV/LTM EBITDA as of EV/EBITDA
Mkt. Cap EV 1 Month 1 Year % of High % of Low 1 Yr. Ago 6 Mos. Ago Current 2016E 2017P
Industrial Services
EMCOR Group Inc. $2,962 $2,881 6% (0%) 93% 118% 8.4x 7.8x 7.9x 7.8x 7.0x
Bilfinger SE $1,265 $1,388 (24%) (13%) 63% 102% 8.5x 6.2x 6.1x 5.4x 5.6x
Team, Inc. $806 $1,155 8% (34%) 57% 126% 10.3x 8.6x 16.1x 9.6x 7.8x
Aegion Corporation $649 $907 (1%) 3% 86% 121% 6.9x 6.2x 7.7x 7.5x 6.4x
Mistras Group, Inc. $747 $833 3% 24% 94% 197% 11.1x 7.4x 11.7x 9.9x 9.4x
Matrix Service Company $426 $357 (0%) (14%) 61% 114% 13.7x 13.3x 4.9x 5.7x 4.5x
Min (24%) (34%) 57% 102% 6.9x 6.2x 4.9x 5.4x 4.5x
Median 1% (7%) 75% 120% 9.4x 7.6x 7.8x 7.6x 6.7x
Max 8% 24% 94% 197% 13.7x 13.3x 16.1x 9.9x 9.4x
0%
50%
100%
150%
200%
Jun-11
Oct-11
Feb-12
Jun-12
Oct-12
Feb-13
Jun-13
Oct-13
Feb-14
Jun-14
Oct-14
Feb-15
Jun-15
Oct-15
Feb-16
IndustrialServices +22.5% S&P 500 +64.7%
0%
20%
40%
60%
80%
100%
120%
Jun-15
Jul-15
Aug-15
Sep-15
Oct-15
Nov-15
Dec-15
Jan-16
Feb-16
Mar-16
Apr-16
May-16
Jun-16
IndustrialServices -6.3% S&P 500 -1.0%
10-year avg: 9.3x
12.8x
11.5x
9.5x
7.8x
7.3x
7.9x 8.0x
9.3x
10.0x
9.4x 9.0x
0.0x
2.0x
4.0x
6.0x
8.0x
10.0x
12.0x
14.0x
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 YTD

18. 18
Recent Successes
WE ACTED AS SOLEADVISORTO THESELLER
HAS BEEN ACQUIRED BY
A PORTFOLIO COMPANY OF
WE ACTED AS SOLEADVISORTO THESELLER
A PORTFOLIO COMPANY OF
TO BE COMBINED WITH
HAS BEEN ACQUIRED BY
WE ACTED AS SOLEADVISORTO THECOMPANY
HAS SECURED SENIOR TERM
FINANCING
$6,300,000
Oilfield Services
Fuel Distribution
Transaction Type:
Sale of Subsidiary
Buyer Description
PE-backed strategic
Oilfield Services
Waste & Container Solutions
Transaction Type:
Private sale
Buyer Description
PE-backed strategic
Industrial/OFS
Industrial tools and lighting
Transaction Type:
PE Sale
Buyer Description
Private Equity
Oil & Gas
Offshore E&P
Transaction Type:
Capital Raise
Buyer Description
Institutional Investor
WE ACTED AS SOLEADVISORTO THESELLER
HAS BEEN ACQUIRED BY
Energy Equipment & Services Update
Energy Equipment & Services Transactions Currently in Market
Testing/
diagnostic service
provider serving
the oil & gas,
power, and
petrochem
sectors.
Closing expected
3Q16.
Equipment Rental and
Technical/Diagnostic
Services
Oilfield Services
Project
Blue
SOLE ADVISOR TO THE SELLER
Capabilities and Experience
M&A Capital Formation Project Finance
– Sell-side advisory
– Buy-side advisory
– Strategic alternatives
– Debt / Equity / Mezz
– Recapitalization
– Restructuring
– Infrastructure development
– Construction/term finance
The professionals in Headwaters Energy & Services practice have collectively closed more than $10 billion in
transactions across the upstream, midstream, downstream, services, and P&U sectors. This experience helps our team
understand market dynamics and consistently achieve outlier results for our clients.
Landman Services and
Proprietary Land
Management Software
Oilfield Services
Project
Purple
SOLE ADVISOR TO THE SELLER
Residential Solar
Installation
Power Services
Project
Orange
SOLE ADVISOR TO THE SELLER
Landman services
and land
management
software for use
in O&G
exploration.
Closing expected
4Q16.
Residential and
commercial solar
panel distribution
and installation
services.
Closing expected
4Q16.
Energy Equipment & Services Update
Energy Equipment & Services Transactions Currently in Market
Testing/
diagnostic service
provider serving
the oil & gas,
power, and
petrochem
sectors.
Closing expected
3Q16.
Equipment Rental and
Technical/Diagnostic
Services
Oilfield Services
Project
Blue
SOLE ADVISOR TO THE SELLER
Capabilities and Experience
M&A Capital Formation Project Finance
– Sell-side advisory
– Buy-side advisory
– Strategic alternatives
– Debt / Equity / Mezz
– Recapitalization
– Restructuring
– Infrastructure development
– Construction/term finance
The professionals in Headwaters Energy & Services practice have collectively closed more than $10 billion in
transactions across the upstream, midstream, downstream, services, and P&U sectors. This experience helps our team
understand market dynamics and consistently achieve outlier results for our clients.
Landman Services and
Proprietary Land
Management Software
Oilfield Services
Project
Purple
SOLE ADVISOR TO THE SELLER
Residential Solar
Installation
Power Services
Project
Orange
SOLE ADVISOR TO THE SELLER
Landman services
and land
management
software for use
in O&G
exploration.
Closing expected
4Q16.
Residential and
commercial solar
panel distribution
and installation
services.
Closing expected
4Q16.
Recent Successes
WE ACTED AS SOLEADVISORTO THESELLER
HAS BEEN ACQUIRED BY
A PORTFOLIO COMPANY OF
WE ACTED AS SOLEADVISORTO THESELLER
A PORTFOLIO COMPANY OF
TO BE COMBINED WITH
HAS BEEN ACQUIRED BY
WE ACTED AS SOLEADVISORTO THECOMPANY
HAS SECURED SENIOR TERM
FINANCING
$6,300,000
Oilfield Services
Fuel Distribution
Transaction Type:
Sale of Subsidiary
Buyer Description
PE-backed strategic
Oilfield Services
Waste & Container Solutions
Transaction Type:
Private sale
Buyer Description
PE-backed strategic
Industrial/OFS
Industrial tools and lighting
Transaction Type:
PE Sale
Buyer Description
Private Equity
Oil & Gas
Offshore E&P
Transaction Type:
Capital Raise
Buyer Description
Institutional Investor
WE ACTED AS SOLEADVISORTO THESELLER
HAS BEEN ACQUIRED BY
ENERGY EQUIPMENT & SERVICES UPDATE
Testing/ diagnostic
service provider serving
the oil & gas, power,
and petrochem sectors.
Closing expected 3Q16.
Landman services and
land management
software for use in
O&G exploration.
Closing expected 4Q16.
Residential and
commercial solar panel
distribution and
installation services.
Closing expected 4Q16.
WE ACTED AS SOLE ADVISOR TO THE SELLER
H A S B E E N A C Q U I R E D B Y
WE ACTED AS SOLE ADVISOR TO THE SELLER
A P O R T F O L I O C O M PA N Y O F
H A S B E E N A C Q U I R E D B Y
T O B E C O M B I N E D W I T H
WE ACTED AS SOLE ADVISOR TO THE SELLER
H A S B E E N A C Q U I R E D B Y
A P O R T F O L I O C O M PA N Y O F
SENIOR TERM NOTE
WE ACTED AS SOLE ADVISOR

19. 19
Disclosure: This newsletter is a periodic compilation of certain economic and corporate information, as well as completed and announced merger and
acquisition activity. Information contained in this newsletter should not be construed as a recommendation to sell or buy any security. Any reference
to or omission of any reference to any company in this newsletter should not be construed as a recommendation to buy, sell or take any other action
with respect to any security of any such company. We are not soliciting any action with respect to any security or company based on this newsletter.
The newsletter is published solely for the general information of clients and friends of Headwaters MB, LLC. It does not take into account the particular
investment objectives, financial situation or needs of individual recipients. Certain transactions, including those involving early-stage companies, give
rise to substantial risk and are not suitable for all investors. This newsletter is based upon information that we consider reliable, but we do not represent
that it is accurate or complete, and it should not be relied upon as such. Prediction of future events is inherently subject to both known and unknown
risks and other factors that may cause actual results to vary materially. We are under no obligation to update the information contained in this news-
letter. Opinions expressed are our present opinions only and are subject to change without notice. Additional information is available upon request.
The companies mentioned in this newsletter may be clients of Headwaters MB, LLC. The decisionsto include any company in this newsletter is unrelat-
ed in all respects to any service that Headwaters MB, LLC may provide to such company. This newsletter may not be copied or reproduced in any form,
or redistributed without the prior written consent of Headwaters MB, LLC. The information contained herein should not be construed as legal advice.
About Headwaters MB:
Headwaters MB is an independent, middle-market investment banking firm providing strategic merger and
acquisition, corporate finance, and merchant banking services through proprietary sources of capital. Named
“Investment Bank of the Year” by the M&A Advisor in 2014, Headwaters MB is headquartered in Denver, CO,
with six regional offices across the United States and partnerships with 18 firms covering 30 countries. For
more information, visit www.headwatersmb.com
To learn more about how the Headwaters MB team can help you grow
from opportunities in the Energy Equipment & Services sector, please
contact:
Ted Kinsman | Managing Director
Energy Equipment & Services
303.572.6013 tkinsman@headwatersmb.com
Tim McEuen | Sr. Vice President
Energy Equipment & Services
303.962.5778 tmceuen@headwatersmb.com
Samuel L. Hill | Managing Director
Energy Equipment & Services
214.457.4832 hill@headwatersmb.com
Luis Moya | Vice President
Energy Equipment & Services
214.814.5684 lmoya@headwatersmb.com