1. Denver • Boise • Boston • Burlington • Chicago • New York • Irvine CA • West Palm

2. 2
HEADWATERSBACKGROUND
Founded in 2001, independently owned, headquartered in Denver, Colorado
45+ professionals with national footprint in the United States
- Boston, Burlington, Chicago, New York, Irvine CA, Boise and Denver
Over $5 billion of middle market deals and over $55 billion of deal
experience
Significant international experience; global reach
- 30% of revenue has been generated from cross border transactions
- Winner of “Cross Border Deal of the Year”
Extraordinary buyer access and history of process excellence
Established reputation as quality service provider
Broad industry coverage
Multiple time award winner
OVERVIEW
DEAL OF THE YEAR

3. 3
HEADWATERSBACKGROUND
INDUSTRY COVERAGE
- Construction & Construction
Services
- Professional Services
- Training Services
- IT Services
- General Business Services
- Technology and Telecom
- Industrial Technologies
- Clean Technologies
- Wireless
- Financial Services Technology
- Biotechnology
- Medical Devices
- Technology and Services
- Natural & Organic
- Packaged Goods
- Ingredients
- Specialty Chemicals
- Private Label
- Ice Cream
- Food Manufacturing
- Community Banks and Thrifts
- Finance Companies
- Mortgage Companies
- Investment Management
Companies
- Specialty Finance
- Supply Chain
- Logistics and Maintenance
- Freight
- Scrap Metal Recovery
- Waste to Energy
- Resource Management
- Waste Disposal/Management
- E-cycling
- Landfills
- Waste Collection
- Ports
- Cargo
- Action Sports
- Toys & Crafts
- Renewable
- Power Generation
- Refining and Marketing
- Midstream and
Downstream Utility
Services
- Advertising
- E-commerce
- Online Gaming
- Mobile
- Social Media
- Software
- Video (Online & Digital)
Business
Services
Consumer
Products
Energy
Digital
Media
Life
Sciences
Financial
Services
Mining
& MineralsMaritime
TechnologyWaste
Management
Supply Chain
/ Logistics
Food
&
Beverage
- Gold
- Copper
- Coal
- Minerals

4. 4
HEADWATERSBACKGROUND
FULL SERVICE INVESTMENT BANKING
Sell-side advisory
Buy-side advisory
Management buyouts
Senior debt $25mm+
Mezzanine debt $10mm+
Private equity $20mm+
Fairness opinions
Strategic alternatives review
Valuations
M&A
Services
Capital
Formation
Financial
Advisory
Specialty
Products
Bank debt placement
Partnering & licensing
Early stage / venture
Merchant banking
Public market co-manager

5. 5
TEAMBACKGROUND
Principles
- Respect and control confidential
information
- Custom process design
- Look across markets
M&A Process Statistics
- “Broad” process average over 100
contacts
- “Book to bid” ratio on targeted
processes of over 30%
- Final bids increase over original
indications by up to 32%
- Over 30% of transactions with
cross border participant
- Equal weighting across buyer types
THE HEADWATERS DIFFERENCE
Hybrid
Financial
Strategic
Category breakdown
for Headwaters
M&A transactions
HYBRID 30%STRATEGIC 30%
FINANCIAL 40%
Buyer Mix
- Headwaters has worked with 941 PE firms
in conjunction with recent transactions.
- Headwaters has contacted 957 strategic
buyers in conjunction with recent
transactions.

6. 6
HEADWATERSBACKGROUND
GLOBAL REACH
Headwaters has a partnership of 18 firms spanning 42 offices in 26 countries
Partners employ 240 banking professionals organized around industry focus groups
In 2009, partners completed 53 transactions with a value of over €2bn

7. 7
Industry Client Client Country Buyer Buyer Country Transaction Value
Architecture
Nightingale
Associates
IBI Group £13MM
Plumbing Product Manufacturer
Vanguard Piping
Systems
Viega $78MM
Bath Screens and Shower
Enclosures
Aqualux Product
Holdings
AFG Arbonia-
Forster
£23MM
Low and medium voltage cable
manufacturer
Ravin Cables
Prysmian Cables
& Systems
NA
Spectrophotometers, Color
Management Software
X-Rite (buy side) Amazys $280MM
Stairlift Manufacturer Minivator Handicare AS NA
Branded Snacks Red Mill Snacks Tayto £22MM
HEADWATERSBACKGROUND
GLOBAL REACH – RECENT TRANSACTIONS

8. 8
HEADWATERSBACKGROUND
Headwaters works in tandem with referral program executives as well as
individual wealth management groups to source transactions
Headwaters senior relationships with these affiliates provides access to
public market execution and other transaction support in special situations
AFFILIATIONS

9. 9
HEADWATERSBACKGROUND
Company Lead Investor
First fund
Fully invested and performing well
Launched in 2010
$150mm fund dedicated to
control transactions with lower
middle market companies in
“capital constrained” situations
- Pending maturities
- Overleveraged capital structures
- Other urgent liquidity needs
An independent Investment
Committee make final
investment decisions to avoid
any potential conflict-of-interest
issues
MB STANDS FOR MERCHANT BANKING

10. 10
HEADWATERSBACKGROUND
MANAGEMENT TEAM
Roberta Laraway
Director of Finance
303.531.4604
rlaraway@headwatersmb.com
Oversees all finance and
administrative matters.
Former Finance Operations
Manger for Oxford Financial
Group and CPA with E&Y.
Joined Headwaters in 2004.
Brendan Burke
Director of Business
Development
303.531.4603
bburke@headwatersmb.com
Coordinates business
development activities with
channel partners and
Mergers Alliance. Leads
marketing, branding and all
communication efforts.
Joined Headwaters in 2004.
Phil Seefried
Co-Founder + CEO
303.572.6004
pseefried@headwatersmb.com
Oversees all investment
banking and strategy at
Headwaters.
Former COO of Global
Credit Group and Co-Head
of Leveraged Finance over
15 year career at Credit
Suisse.
Founded Headwaters in
2001.
Paul Janson
President + COO
303.572.6012
pjanson@headwatersmb.com
Primary contact for all
channel partners. Deep
knowledge of deal market
and banker capabilities.
Former CEO of Camiant
and Worldbridge Broadband
Services. 20 years of
executive management
experience.
Joined Headwaters in 2005.

11. 11
HEADWATERSBACKGROUND
27 outside shareholders include bulge bracket investment banking
executives, leading private equity investors, Fortune 100 corporate
executives and various members of the deal community nationally
INVESTORS

12. 12
HEADWATERSBACKGROUND
STRATEGY: BUILT FOR RESULTS
Assumptions: let’s agree on a few things
- Information flows in the middle market are broken
- Asymmetric information leads to marketplace
inefficiency (see chart on the right)
- The deal team with the greatest access to
information and key relationships will routinely
outperform
Headwaters is designed specifically to
address the unique challenges of this
market
- We harness the knowledge and insight of small
sector teams and the distribution power of a large
network unlike subscale boutiques.
- We accomplish this without the distractions and
conflicts inherent to larger service providers with a
capital markets business to support
Our network-centric approach guarantees a
market result and maximizes the likelihood
of an outlier result
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Valuation
Traded Markets Middle Market
/ Public Companies / Private Companies

13. OUTLIER RESULTS