This document summarizes current market dynamics in the U.S. middle market based on data from Q2 2015: - U.S. middle market M&A transaction multiples are at record high levels, with meaningful size premiums of 8.3x EBITDA. Middle market deal size and valuations in the Midwest increased in Q2 2015. - Leveraged loan markets remain favorable for borrowers, with competition among lenders driving the strongest lending environment since 2007. Middle market debt pricing and terms remain attractive. - Financials, consumer, and industrials industries accounted for 68% of Midwest M&A transaction volume in Q2 2015, with the consumer sector increasing and industrials

1. Bridgepoint Merchant Banking is a Division of Bridgepoint Holdings, LLC.
Current Market Dynamics
October 2015
Current Market Dynamics

2. Historical S&P 500 Index Relative to Fed Funds Rate
Bull vs. Bear Markets
Source: Bridgepoint Merchant Banking, Capital IQ, www.axial.net, www.bloomberg.com, www.qz.com,
www.themiddlemarket.com
Since 1949, the average
length of bull markets
has been 42.5 months
The current bull market
has lasted 49 months to
date
Historically, bull markets
end due to:
 High equity
valuations
 Tight monetary
policy
 Unforeseen
geopolitical
events
2
Current Market Dynamics

3. 1,797
2,047 2,107
1,845
1,279
873
1,415
1,625
1,488 1,494
1,768 1,804
0
500
1,000
1,500
2,000
2,500
9.4x 9.5x
9.9x
7.9x
9.0x 8.9x
10.0x
9.6x
10.2x
9.7x
10.1x 9.9x 10.2x10.0x
0.0x
2.0x
4.0x
6.0x
8.0x
10.0x
12.0x
U.S. Middle-Market: M&A Transaction Count U.S. Middle-Market: Average TEV / EBITDA
Note: Reflects deals of up to $500mm TEV with disclosed values.
U.S. Middle-Market M&A Overview
Market Valuations Exceed Peak Levels; M&A Volume Remains Robust
Current Market Dynamics
3
1,797
2,047 2,107
1,845
1,279
873
1,415
1,625
1,488 1,494
1,768 1,804
0
500
1,000
1,500
2,000
2,500
Source: Factset Mergerstat

4. U.S. Middle-Market M&A Valuations
Valuations at Record Levels
5.3x
5.7x
5.9x
5.4x
5.9x
6.0x
6.1x
6.9x
6.3x
7.7x
7.2x
6.8x
6.7x
7.5x
7.9x
7.5x
7.4x
7.1x
7.6x
8.3x
5.0x
5.5x
6.0x
6.5x
7.0x
7.5x
8.0x
8.5x
2011 2012 2013 2014 1Q 2015
TEV/EBITDA Valuation Multiples by Transaction Size (TEV)
$10-25mm $25-50mm $50-100mm $100-250mm
Source: GF Data, M&A Report 2015
4
Current Market Dynamics
U.S. Middle-Market
transaction multiples
are at their highest
levels in recent history,
with 8.3x meaningful
size premiums
Note: Middle-Market defined as $10 – 250mm TEV

5. 0.0x
2.0x
4.0x
6.0x
8.0x
10.0x
12.0x
14.0x
16.0x
18.0x
20.0x
Manufacturing Distribution
0.0x
2.0x
4.0x
6.0x
8.0x
10.0x
12.0x
5
Cyclical Sectors Industry Valuations Update
Trucking Valuation Cycle – TEV / LTM EBITDA
3.6x
9.0x
7.2x
Trucking industry
valuation multiples
are trending
downward but still
reflect 2x last cycle
trough
Source: Bridgepoint Merchant Banking, Capital IQ, www.axial.net, www.bloomberg.com, www.qz.com,
www.themiddlemarket.com
Current Market Dynamics
Building product
industry multiples are
above historical
averages – more than
2.5x last cycle trough
for manufacturers,
1.9x for distributors
Building Products Valuation Cycle – TEV / LTM EBITDA
4.6x
14.5x
11.7x
7.6x
14.4x
Mfg Dist
Current Median 11.7x 14.4x
Historical Median 10.7x 12.0x
Trough Median (2009) 4.6x 7.6x
Current Median 7.2x
Historical 7-Year Median 7.1x
Trough Median (2009) 3.6x

6. Source: Bridgepoint Merchant Banking, Capital IQ (07/21/15), www.axial.net, www.bloomberg.com, www.qz.com,
www.themiddlemarket.com
262
288
271
281
293
274
303
369
329
269
328
318
312 307
284
309
261
312
0
50
100
150
200
250
300
350
400Q2-15 Midwest M&A
transaction volume
rebounded nearly 20%
from Q1-15
Midwest activity doesn’t
necessarily track
national activity over the
same time period
represented by this
chart
Quarterly Midwest M&A Transaction Volume
6
Current Market Dynamics
Note: Transaction criteria: Buyer, target and/or seller must be located in the Midwest, and the Midwest participant must have
purchased or sold majority control. Total Enterprise Value must be $10mm or greater. Midwest defined as Iowa, Kansas,
Missouri, Nebraska, North Dakota, Oklahoma, and South Dakota.

7. Midwest M&A Median Deal Size & Valuations
Median Valuations
(TEV/EBITDA) in Q2-15
were significantly higher
than both the prior
sequential quarter and
the year-earlier quarter
Q2-15 multiples are at
historically strong
levels, the highest since
Q2-13
Corporates and
sponsors have shown a
willingness to pay a
premium to close deals
Midwest M&A deal size
grew to $19.0mm in
Q2-15, up from
$16.5mm in Q1-15
Source: Bridgepoint Merchant Banking, Capital IQ (07/21/15), www.axial.net, www.bloomberg.com, www.qz.com,
www.themiddlemarket.com
$11.5
$13.0
$10.0
$20.5
$12.0
$14.9
$17.6
$29.8
$9.7
$13.8
$17.5
$31.4
$22.7
$22.9
$15.3
$20.6
$16.5
$19.0
$0.0
$5.0
$10.0
$15.0
$20.0
$25.0
$30.0
$35.0
MedianTEV($mm)
7
Current Market Dynamics
7.6x
10.8x
10.1x
8.5x
5.4x
8.5x
9.7x
10.4x
13.6x
14.6x
10.8x
7.0x
9.1x
8.5x
11.3x
8.4x 8.0x
12.4x
0.0x
2.0x
4.0x
6.0x
8.0x
10.0x
12.0x
14.0x
16.0x
TEV/EBITDA

8. Quarterly M&A
transactions with
Midwest buyers
increased from 145 in
Q1-15 to 166 in Q2-15
The number of
transactions with
Midwest targets
increased as well with
135 announced or
closed transactions in
Q2-15 vs. 97 in Q1-15
Midwest buyers have
been increasingly
acquisitive
Source: Bridgepoint Merchant Banking, Capital IQ (07/21/15), www.axial.net, www.bloomberg.com, www.qz.com,
www.themiddlemarket.com
50
70
90
110
130
150
170
190
210
230
Midwest Buyers Midwest Targets
Quarterly Midwest M&A Buyers & Sellers
8
Current Market Dynamics
55%
57%
53%
56%
53%
56%
54%
44%
54%
54%
59%
55%
51%
47%
42%
48%
40%
45%
Note: Buyers, % sellers by quarter

9. 9
Financials, Consumer
and Industrials
Industries remained in
the top, accounting for
68% of total Midwest
M&A transaction
volume in Q2-15, a
slight 2% decrease
from Q1-15
The Consumer sector
is up 5% from Q1-15.
The Industrials sector
on the other hand, saw
a steep decrease of 7%
from Q1-15
Source: Bridgepoint Merchant Banking, Capital IQ (07/21/15), www.axial.net, www.bloomberg.com, www.qz.com,
www.themiddlemarket.com
Energy
7% Materials
3%
Industrials
16%
Consumer
24%
Healthcare
9%
Financials
28%
Info Tech
9%
Telecomm /
Utilities
4%
Quarterly Midwest M&A Transaction Volume
By Sector
Current Market Dynamics

10. Middle-Market Leverage Multiples
Middle-Market M&A Loan Volume
Source: Standard & Poor’s Leveraged Commentary and Data
Favorable Debt Financing Environment
Competition among
lenders have driven
the strongest lending
markets since at least
2007
$0.0
$0.5
$1.0
$1.5
$2.0
$2.5
$3.0
$3.5
4.1x
3.3x
2.5x
3.2x 3.6x 3.5x
4.0x 4.3x 4.4x
5.6x
4.5x
3.3x
4.2x 4.3x
4.5x
4.8x
5.3x
4.9x
0.0x
2.0x
4.0x
6.0x
2007 2008 2009 2010 2011 2012 2013 2014 Q1'15
Sr. Debt Other
10
Current Market Dynamics
Note: Middle-Market defined as $10 – 250mm TEV

11. Borrowers with less than $15mm EBITDA Borrowers with at least $15mm EBITDA Borrowers with at least $35mm EBITDA
Pricing Multiples Pricing Multiples Pricing Multiples
Asset Based
Senior
 L + 175 – 275
 LIBOR Floor: none
 N/A
 L + 150 – 250
 LIBOR Floor: none
 N/A
 L + 150 – 250
 LIBOR Floor: none
 N/A
Cash Flow
Senior
 L + 475 – 575
 LIBOR Floor: 100
 2.75x – 3.25x EBITDA
 L + 425 – 525
 LIBOR Floor: 100
 3.00x – 4.00x EBITDA
 L + 425 – 525
 LIBOR Floor: 100
 3.00x – 4.00x EBITDA
Senior Stretch  Unlikely  N/A
 L + 500 – 600
 LIBOR Floor: 100
 3.75x – 4.75x EBITDA
 L + 500 – 600
 LIBOR Floor: 100
 3.75x – 4.75x EBITDA
Unitranche
 L + 700 – 850
 LIBOR Floor: 100
 4.00x – 5.00x EBITDA
 L + 650 – 800
 LIBOR Floor: 100
 4.00x – 6.00x EBITDA
 L + 600 – 750
 LIBOR Floor: 100
 4.00x – 6.50x EBITDA
2nd Lien Loans  Unlikely  4.00x – 5.00x EBITDA
 L + 850 – 1000
 LIBOR Floor: 100
 4.00x – 6.00x EBITDA
 L + 850 – 1000
 LIBOR Floor: 100
 4.00x – 6.50x EBITDA
Sub Debt
 Cash of 11.0% – 13.0%
 PIK of 1.0% – 2.0%
 All-in of 12.0% – 14.0%
 4.00x – 5.00x EBITDA
 Cash of 10.0% – 11.0%
 PIK of 1.0% – 2.0%
 All-in of 11.0% – 13.0%
 4.00x – 6.00x EBITDA
 Cash of 10.0% – 11.0%
 PIK of 1.0% – 2.0%
 All-in of 11.0% – 13.0%
 4.00x – 6.50x EBITDA
Equity  N/A  Approximately 35%+  N/A
 Approximately 30% –
35%
 N/A  Approximately 30%+
Overview of U.S. Middle Market Debt Pricing and
Terms
11
Current Market Dynamics
Source: Bridgepoint Merchant Banking

12. Current Trends in Senior Debt Structure
Pre 2008 2008 - 2009 2015
Hold Levels $50 million $25 million max $50 million+
Stretch Pieces Aggressive Nonexistent Yes
Term Loan Amortization Little or none Nearly a prerequisite Little or back-end loaded
Covenants Limited to 1 or 2 and loose Full package, much tighter 1 to 2 covenants; looser
Advance Rates Aggressive (ABL-Lite) Conservative (ABL-Heavy) Aggressive (ABL-Lite)
Rate Floors Rare Standard Standard
Rate Protection Language Minimal Robust and complex Robust and complex
Prepayment Penalties Rare Standard Less or none
Bank Commitment Fully underwritten Best efforts Best efforts
Market Flex Language Limited, if any Required Required
Bank Group Syndications Relationship driven "Club Deals" Syndications
12
Current Market Dynamics
Source: Bridgepoint Merchant Banking

13. Historical S&P 500 Index Relative to Political Party
Presidential Election Years
Source: Bridgepoint Merchant Banking, Capital IQ (07/23/15), www.axial.net, www.bloomberg.com, www.qz.com,
www.themiddlemarket.com
75% of the time, the
markets have rallied
leading up to an election
year (since the 1968
election)
6 out of 12 election
years were followed by
a bear market within
one year
13
Current Market Dynamics