John Zapalac - Managing Director, IVS Investment Banking

1. 1
Energy Construction Forum
John R. Zapalac
IVS Investment Banking

2. o Principals formed partnership in 2007
o Full-service Investment Banking firm
o Located in Houston, Texas
o Clients are typically involved in the “downstream”
sector of the energy industry
o Client profile: Service business; Located in the Gulf
Coast region of the US; Management team in place;
$7MM - $50MM in sales and $1.5MM - $8MM EBITDA
2
About IVS Investment Banking

3. o IVS Investment Banking creates the market for our
client companies
› Brings private buyers and sellers together
› Brings debt and equity capital together
3
What does IVS Investment Banking do ?

4. o Sell side representation
› Straight sale to an industry buyer
› Leverage Recapitalization
4
How does IVS Investment Banking create the
market ?
• Up to 70%-80% of equity proceeds in cash
• Up to 49% of roll over stock
• Management team remains in place
• No personal guarantees on debt
• Aggressive growth plan going forward
• Exit in three to five years and receive “second bite at the apple”

5. o Buy side representation
› Management led buyout
› Target acquisition search
5
How does IVS Investment Banking create the
market ?

6. o Valuing the Company in order to determine its worth
o Devising a Confidential Information Memorandum and Financial Model
o Marketing the Transaction to private equity investors or strategic buyers
o Structuring the Transaction
o Negotiating the letter of intent
o Obtaining the debt and equity financing to consummate the Transaction
o Performing due diligence
o Negotiating closing documents (purchase agreement, credit agreement, employment agreement,
etc.
o Closing and funding the Transaction
6
IVS Investment Banking Process

7. 7
Completed Transactions
o Since the partnering of the three IVS Investment Banking Principals in 2007, IVS has completed
over $250+ million worth of investment banking transactions:
Transaction
Client Buyer Transaction Date
Southern Insulation Apache Industrial Holdings, Inc. Strategic Sale August 2014
Total Industrial Services JV Driver Group Strategic Sale July 2013
Lone Star Marine Shelters Main Street Capital Leverage Recapitalization December 2012
FabEnCo, Inc. Gemini Investors Leverage Recapitalization August 2012
Texas Gulf Energy Fishbone Solutions, Ltd Strategic Sale February 2012
S&H Services Total Safety Strategic Sale August 2011
CommSolGlobal N/M Financing April 2011
Flex Tank Systems Targa Resources Strategic Sale March 2011
Wholesale Radio Rental Total Safety Strategic Sale January 2009
USA Environment, LP Wingate Partners Leverage Recapitalization June 2008
High Temperature Repair Timec Strategic Sale April 2008
Revak Companies * Hoerbiger Services, NA Strategic Sale January 2008
VLS Recovery Systems* HSBC Private Equity Management Led Buyout December 2007
Petroleum Services Inc. Grupo Tradebe Strategic Sale December 2007
Inter-Mountain Safety* Total Safety Buyside Acquisition August 2007
Rotorcraft Leasing* HIG Capital Leverage Recapitalization August 2005
* Includes Transaction that John Zapalac did at Zapalac & Hudgins Acquisition Capital

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Principal Biographies
Earl Heard, Managing Director, Mr. Heard is the CEO and Founder of BIC Alliance, which publishes BIC Magazine — North
America’s largest multi-industry, multidepartmental energy and construction publication. He has 40-plus years’ combined
experience in industry and marketing, having served as an industrial training manager and buyer for Ethyl Corp. in Baton Rouge,
La., before founding BIC Alliance in 1984. Having spent the past 25 years helping grow industrial service companies through
marketing and training consultation, mergers and acquisitions and executive recruiting, Heard has a wide range of contacts in
petrochemical, refining, construction, environmental and other sectors.
Thomas Brinsko, Managing Director, Mr. Brinsko is a former contracts attorney for Exxon and Key Petroleum, Brinsko joined
BIC Alliance and IVS Investment Banking in 1999 and became President and COO in 2002. His upstream, legal and acquisition
experience complements Earl Heard’s petrochemical, refining and construction experience. Mr. Brinsko received an
undergraduate degree in business from the University of Southwestern Louisiana (now the University of Louisiana-Lafayette) and
a juris doctorate from Louisiana State University’s Paul M. Hebert Law Center.
John R. Zapalac, Managing Director, Mr. Zapalac works with IVS clients and advises their owners/management teams in the
performance of leverage recapitalizations, corporate sales and management led buyouts. Mr. Zapalac is involved in all deal
sourcing, negotiations, financings and transaction closings. Since joining the firm, IVS Investment Banking has closed
approximately $250 million in transactional value. Mr. Zapalac has been involved in the investment banking industry for over 20
years. Mr. Zapalac received his BA in finance from Texas A&M University, MBA in corporate finance
from Fairleigh Dickinson University and graduated from Citibank’s School of Banking.