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Onex 2013 Investor Day Presentation

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AgendaIntroduction and Performance Review<strong>Onex</strong> OverviewWho We AreEmma ThompsonVice President, <strong>Investor</strong> RelationsDonald LewtasCFOBobby Le BlancSenior Managing DirectorPrivate Operating Company ReviewONCAP<strong>Onex</strong> Credit PartnersValuing <strong>Onex</strong>:Moving the Goal Posts<strong>Onex</strong> TeamMichael LayManaging Partner, ONCAPMichael GelblatCEO, <strong>Onex</strong> Credit PartnersSeth MerskySenior Managing DirectorPanel DiscussionGerald W. Schwartz, Chairman and CEOBobby Le Blanc, Senior Managing DirectorSeth Mersky, Senior Managing DirectorModerator: Emma Thompson, Vice President, <strong>Investor</strong> Relations01


Historical Total Returns20 Years10 Years+17%+14%+9% +9%+9%+8%S&P TSX S&P 500 OCX5 YearsS&P TSX S&P 500 OCX1 Year+28% +26%+6%+8%+13%-0%S&P TSX S&P 500 OCXS&P TSX S&P 500 OCXAnnualized total returns through May 24, <strong>2013</strong>. Source: Bloomberg.2


Our ObjectiveLong-Term Proprietary Capital Per ShareGrowth Exceeding 15% Per Year3


Our PerformanceQ1-13 2012 2011 2010 2009Proprietary Capital per Share +3% +12% +8% +17% +16%OCX Share Price +16% +26% +10% +28% +30%S&P TSX Composite +3% +4% -11% +14% +31%S&P 500 +10% +13% +0% +13% +23%4


Private Equity Outperforms20 Years15 Years+9% +8%+13%+7%+4%+12%S&P TSX S&P 500 Private Equity10 YearsS&P TSX S&P 500 Private Equity5 Years+14%+9%+7%+7%+1% +2%S&P TSX S&P 500 Private EquityS&P TSX S&P 500 Private EquityIndex returns are annualized total returns through December 31, 2012 (Source: Bloomberg). Private equity returns are Cambridge Associates LLC U.S. Private EquityIndex net returns through December 31, 2012.5


<strong>Onex</strong> OverviewDonald W. LewtasCFO


Overview<strong>Investor</strong> and manager- Founded in 1984; public since 1987- Managing third-party capital since 1999One of the oldest and most successful private equity firms- 28% returns over 29 years (2.8x MoC)*- Attractive, diversified portfolio of industry-leading businessesAttractive business model for <strong>Onex</strong> shareholders- Own capital at work- Committed management fee income stream- Profit participation on third-party capital*Based on <strong>Onex</strong>’ project returns from its core private equity activities since inception on realized, substantially realized and publicly traded investments at March 31, <strong>2013</strong>.All amounts in US$ at March 31, <strong>2013</strong> unless otherwise specified.1


Our BusinessTotal AUM: $16B<strong>Investor</strong>Proprietary Capital$5.1BManagerThird-Party Capital$10.8BAcquire and BuildHigh-Quality BusinessesManage and GrowThird-Party Capital2


Our Investing PlatformsLarge Cap Private EquityMid Cap Private Equity Credit Real Estate<strong>Onex</strong> Partners Direct ONCAP <strong>Onex</strong> CreditPartnersDebt OpportunityStrategySenior CreditStrategyCredit StrategyFundSenior CreditFund<strong>Onex</strong> RealEstate PartnersCamdenPartnershipsSky ViewParcMidWestApartmentPropertiesSenior FloatingIncome StrategyCollateralizedLoan ObligationsAUM: $11.3B $1.5B $2.8B $150MMTeam Size 1 : 40 12 9 41Number of investment professionals.3


How We Are Invested($ in millions)Mar 31, <strong>2013</strong> Mar 31, 2012Private Equity<strong>Onex</strong> PartnersPrivate Companies 1 $ 1,747 $ 1,333Public Companies 2 803 822Unrealized Carried Interest on <strong>Onex</strong> Partners Investments 3 162 119ONCAP 4 418 335Direct InvestmentsPrivate Companies 5 151 204Public Companies 2 144 1703,425 2,983<strong>Onex</strong> Real Estate Partners 6 150 185<strong>Onex</strong> Credit Partners 7 197 142347 327Other Investments 109 98Cash and Near-Cash 8 1,250 1,384<strong>Onex</strong> Corporation Debt - -Total Proprietary Capital $ 5,131 $ 4,792Proprietary Capital per Share 9 $ 42.81 $ 39.28Endnotes on slide 14.4


Schedule of Fees and Expenses($ in millions)December 312012 2011Revenue ItemsBase Management Fees 1 $ 108 $ 110Transaction Fees, Net 5 -Carried Interest and Performance Fees Received 2 6 72Interest and Other Treasury Income 3 39 8Total 158 190Expense Items 4Base Compensation (incl. benefits) 29 29Variable Compensation 67 88Other Expense Items, Net 21 33Total 117 150Net Amount $ 41 $ 40Endnotes on slide 15.5


Growth in Assets under ManagementGrows in steps as new funds raisedOverall AUM growth of 49% since December 2008OCP’s AUM has grown by 92% since December 2011($ in billions)$10.6$12.0$14.1$13.6$14.9$15.82008 2009 2010 2011 2012 31-Mar-13OP ONCAP OCP OREP OTHER6


Private Equity Management FeesCommitted Third-Party CapitalInvested Third-Party CapitalFund Amount Fee Amount 1 Fee<strong>Onex</strong> Partners I $1.2 billion 2.00% $332 million 1.00%<strong>Onex</strong> Partners II $2.0 billion 2.00% $578 million 1.00%<strong>Onex</strong> Partners III $3.5 billion 1.75% $2.1 billion 1.00%ONCAP II C$286 million 2.00% C$189 million 2.00%ONCAP III C$520 million 2.00% C$155 million 1.50%1For the calculation of management fees, invested third-party capital is net of distributions that are considered returns of invested capital under the Limited PartnershipAgreement for each fund.7


Growth in Management FeesSince 2003, annual management fees have grownmore than six-fold($ in millions)$98$110 $111$55$18$312003 2005 2007 2009 2011 Current Run RateOP ONCAP OCPOperating Companies8


Illustrative Fee Growth Potential($ in millions)$111+ $61 ($35)$0 ($3)$134CurrentRun RateOPIV OPIII OPII OPI AdjustedRun Rate9


Carried Interest PotentialReturned $1.8 billion of capital to <strong>Onex</strong> Partners I and II LPs- $184 million of realized carried interest to <strong>Onex</strong>Remaining $3.0 billion of LP capital invested in the three Funds- $162 million of unrealized carried interest included in <strong>Onex</strong>’proprietary capital$803 million 1 of uncalled LP commitments to <strong>Onex</strong> Partners IIIIncluding the pending acquisition of Nielsen Expositions,<strong>Onex</strong> Partners III will be more than 90% invested- We are in a position to begin fundraising for <strong>Onex</strong> Partners IVsometime this year1Before the pending acquisition of Nielsen Expositions, which would reduce this amount by approximately $250 million.10


Carried Interest ExampleExample: $1 billion of Third-Party Invested CapitalGross IRR<strong>Onex</strong>’ Share ofPotential Carried Interest 1($ millions)0% $05% $010% $4515% $8120% $11925% $1641Based on a holding period of five years. Carried interest is 20% of gains on LP capital, of which 40% is allocated to <strong>Onex</strong> and 60% to the <strong>Onex</strong> team.11


Why Own <strong>Onex</strong>?Principal investing culture- Growth in proprietary capital per share- Significant upside potential on new investmentsManager of third-party capital- Predictable stream of annual management fees that- substantially offsets ongoing operating expenses- Meaningful carried interest opportunitySignificant financial resources at the parent company- Continued growth- No debtAlignment of interests12


Appendix: Global LP RelationshipsBy Geography 1 By Type 16%18%19%52%7%58%13%23%2%2%United StatesAsia & AustraliaEuropeCanadaPensionsBanks & InsuranceEndowmentsSovereign WealthFoF & Asset ManagersHigh Net Worth1Based on third-party Limited Partner commitments to the <strong>Onex</strong> Partners and ONCAP Funds.13


How We Are Invested Endnotes1Based on the US$ fair value of the investments in <strong>Onex</strong> Partners’ financial statements net of the estimated ManagementInvestment Plan (“MIP”) liability on these investments of $55 million (March 31, 2012 − $24 million). RSI, which was soldin February <strong>2013</strong>, and CDI, which was sold in July 2012, were included in private companies of <strong>Onex</strong> Partners atMarch 31, 2012.2Based on the closing market values and net of the estimated MIP liability on these investments.3Represents <strong>Onex</strong>’ share of the unrealized carried interest on public and private companies in the <strong>Onex</strong> Partners Funds.4Based on the C$ fair value of the investments in ONCAP’s financial statements net of the estimated MIP liability on theseinvestments of $28 million (March 31, 2012 − $14 million) and a US$/C$ exchange rate of 1.0160 (March 31, 2012 –0.9975).5Based on the fair value.6Based on the fair value of <strong>Onex</strong> Real Estate Partners’ investments at March 31, <strong>2013</strong> and the carrying value atMarch 31, 2012.7Based on the market values of investments in <strong>Onex</strong> Credit Partners’ Funds and <strong>Onex</strong> Credit Partners Collateralized LoanObligations. Excludes $334 million (March 31, 2012 − $316 million) invested in a segregated <strong>Onex</strong> Credit Partners’unleveraged senior secured loan strategy fund, which is included with cash and near-cash items.8Includes $334 million (March 31, 2012 − $316 million) invested in a segregated <strong>Onex</strong> Credit Partners’ unleveraged seniorsecured loan strategy fund.9Calculated on a fully diluted basis.14


Schedule of Fees and Expenses Endnotes1The management fees include those from the third-party investors in the <strong>Onex</strong> Partners and ONCAP private equityfunds, those earned by <strong>Onex</strong> Credit Partners manager and <strong>Onex</strong>' retained portion of the management fees fromoperating companies.2Carried interest and performance fees received are on a cash received basis.3Interest and other treasury income includes the returns on <strong>Onex</strong>' investment as a limited partner in <strong>Onex</strong> Credit PartnersFunds and the interest earned on <strong>Onex</strong>' cash balance.4Expenses include those of the <strong>Onex</strong> corporate office, ONCAP, <strong>Onex</strong> Credit Partners and <strong>Onex</strong> Real Estate Partners.There is no allocation of the expenses to the management of <strong>Onex</strong>’ proprietary capital. The expenses exclude stockbasedcompensation.15


Who We AreBobby Le BlancSenior Managing Director


Our ObjectiveLong-Term Proprietary Capital Per ShareGrowth Exceeding 15% Per YearAll amounts in US$.1


Annual Growth ModelProjectIRR<strong>Onex</strong>IRR 1Returnon Cash 2Growth inProprietary CapitalPer Share15% 16% 1% 12%20% 21% 1% 15%25% 26% 1% 19%28% 29% 1% 21%75% invested 25% in cash1Assumes private equity investments held for five years.2Assumes blended return on cash and <strong>Onex</strong> Credit Partners.2


Our Investing StrategyGlobal businesses with world-class core capabilities- Operational improvement potential- Labor, supply chain and manufacturingControllable outcomesFocus on unlevered free cash flow3


Our ThesesCost reduction and operation restructuringAccretive consolidationsCorporate carve-outs4


Our DisciplinePrudent purchase price multiples and leveragePurchase Price MultipleLeverage Multiple at Entry7.4x8.2x 8.6x 9.8x 9.5x7.9x 8.5x 9.1x 8.9x 8.7x6.9x4.8x5.3x 5.4x 6.2x4.9x4.7x5.2x 5.1x 5.1x4.0x3.7x2004 2005 2006 2007 2008 2009 2010 2011 2012 Mkt. <strong>Onex</strong>2004 2005 2006 2007 2008 2009 2010 2011 2012 Mkt. <strong>Onex</strong>Market Average by YearAverageMarket Average by YearAverageMarket data source: S&P Leveraged Buyout Review, Q4 2012.5


Team DevelopmentAttracting and selecting new talent- MDs interview all candidates- Focus on traits of successful senior investment professionalsPromoting from within- Largely ‘home-grown’ team- Clear path to promotionInvestment process reinforces values and approach- Full team involvement- Learning an ‘<strong>Onex</strong> transaction’- Learning to ‘command a room’6


Team DevelopmentInternship program- One-year placement at operating company- <strong>Onex</strong> intern working with the CEOShared financial goals- Broad carry distribution- Annual carry allocation- Pro rata in all investments7


Alignment of Interests<strong>Onex</strong> is the largest LP in every FundSignificant investment by team- Team has $1.8B invested in <strong>Onex</strong> shares and in <strong>Onex</strong>’operating companies- 25% of gross carry realizations are invested in <strong>Onex</strong>shares; must be held to retirement- ~12% commitment to <strong>Onex</strong> Partners III (including <strong>Onex</strong>share ownership)8


USIAdam CobournSenior Associate


USI Investment OverviewLeading U.S. commercial insurance broker acquired inDecember 2012Equity investment of $702 million, of which <strong>Onex</strong>’ share was$170 million- Significant management investment of approximately $80 millionCulmination of seven years of evaluating insurance brokerageacquisition opportunitiesAll amounts in US$.1


At a GlanceArranges property & casualty (P&C) and employee benefitsinsurance products for middle-market businessesTypically earns a fixed percentage of client’s policy premium –highly recurring revenue profile and no underwriting riskFocused on the underserved middle marketIntegrated operating platform and strong technical resourcescreate a competitive advantage2


Profitable Growth($ in millions)32%$79418%$299$255$532001A 2002A 2003A 2004A 2005A 2006A 2007A 2008A 2009A 2010A 2011A 2012A PF 2012ARevenue Adjusted EBITDA EBITDA MarginConsistent growth and margin expansion3


Investment ThesisAttractive cash flow characteristicsAccretive acquisition opportunitiesSustainable competitive advantagesOrganic growth tailwinds4


Superior Cash Flow Profile+ Stable, recurring, well-diversified revenue with ~90% retention+ Attractive EBITDA margins (>30%)+ Low capex and working capital requirements (~1% of sales)= Strong, steady free cash flowFund accretive acquisitions or deleverage5


Track Record of Accretive AcquisitionsMore than 65 acquisitions completed between 2007-2012- Average post-synergy multiple of less than 6x EBITDAEarnout structure (~30-35% of purchase price) reduces riskIntegrated platform allows for rapid integration and significantoperating synergies6


Organic Growth TailwindsImproving Economy: Increasing economic activity leads togreater demand for insuranceIncreasing Insurance Rates: Improving rate environmentfollowing several years of weaknessGrowing Market Share: Significant recent investment inorganic growth initiatives resulting in more new business wins7


Value Creation OpportunityOpportunity to earn an attractive risk-adjusted return from acombination of:- Annual free cash flow generation- Accretive acquisitions- Modest organic growth (low-mid single digits)Additional upside possibilities include:- Continued margin expansion- Stronger-than-expected market environment- Multiple expansion upon exit8


KraussMaffei GroupDavid MansellManaging Director


KraussMaffei Investment OverviewAcquired leading manufacturer of plastic and rubber processingequipment in December 2012Leveraged investing experience and diligence completed ininjection molding and extrusion industry as well as relationshipswith management and prior ownerSignificant opportunity to materially improve KraussMaffei’sglobal operational footprint and profitability<strong>Onex</strong> Partners III investment of $358 million, of which <strong>Onex</strong>’share was $90 millionAll amounts in US$ unless otherwise specified.1


At a GlanceTop three global market position in three key plastics processing technologiesInjection Molding (#3) Extrusion (#1) Reaction Processing (#1)2


At a GlanceDiversified across geographies and end-marketsLoyal, blue-chip customer baseAutomotive(33% of sales)Packaging(21% of sales)Infrastructure(13% of sales)Chemical(10% of sales)Rubber(7% of sales)Consumer(6% of sales)Medical / Pharma(4% of sales)Other(6% of sales)3


At a Glance(€ in millions)Key Data – LTM 3/31/<strong>2013</strong>Revenue €1,040Adj. EBITDA% marginCapex% of salesNet debtLTM leverage€928.9%€232.2%€2662.9xEmployees ~4,1004


Investment ThesisMarket leadership position across plastic and rubberprocessing technologiesSignificant operational improvement opportunitiesFavorable secular growth trends and diversity in end-marketsRange of meaningful growth opportunities5


Active OwnershipLaunched broad operational improvement plan- Direct and indirect material procurement savings- Expanding LCC manufacturing footprint in existing facilities inSlovakia and China- Streamlining engineering operations- Implementing lean manufacturing practicesOperational improvement plan showing good progress to dateRepresentative projects- Procurement: supplier consolidation, volume leverage, LCCsourcing, and standardization of components- Manufacturing: make / buy analysis- SG&A: consolidation of overlapping sales locations in selectlocations6


Active OwnershipAugmented management team- President of Extrusion Division- Vice President HR- Vice President Global OperationsMember of the <strong>Onex</strong> investment team seconded to Munich asfull-time member of the operational improvement teamImplemented management equity incentive program- Long-term incentive plan linked to growing shareholder value- Substantial co-investment from management7


SGS InternationalAkira OkuboPrincipal


SGS Investment OverviewAcquired market leading provider of packaging graphicservices in October 2012Leveraged investing experience in packaging as well asrelationships within consumer industry<strong>Onex</strong> Partners III investment of $260 million, of which <strong>Onex</strong>’share was $66 millionSubstantial investment from management demonstratescommitment to growing the businessAll amounts in US$.1


What SGS Does1. Brand Strategy- Creative agency designs initial concept and sends“style guide” to SGS2. Brand Execution- SGS creates multiple product variations3. Image Production- SGS retouches and separates colors4. Image Carrier Services- SGS transfers artwork onto a physical image carrier2


Brand LifecycleSGS’ services are provided at multiple points in a brand’s lifecycleMajority of revenue is from tweaks, seasonal and regional changesOld DesignMajorRedesignRegionalMinorTweakSeasonal3


At a GlanceLargest vertically-integrated graphicsservices providerServices Mix 1Critical link between brand ownersand packaging printersService-based business with highlyvariable cost structureOver 2,700 employees across 40branches and 100+ customer on-sitefacilities in 17 countriesImage CarrierServices30%Geographic Mix 1AsiaEurope 1%11%Other1%Pre-MediaServices70%Canada16%US71%1Based on 2012 reported revenue of $409 million.4


Retail / PrivateLabelCPGsConvertersAt a GlanceLong-term customer relationshipsSelect CustomersTop 10 customers represent 35% of2012 revenue98% customer retention rate2012 Revenue by Customer TypePackagingConverters31%Other1%CPGs54%Retail /PrivateLabel11%Tobacco3%5


Key Financials($ in millions)Key Data – LTM 3/31/<strong>2013</strong>Revenue 1 $439Adj. EBITDA 1% marginCapex% of revenueNet debtLTM leverage$10423.7%$163.6%$5915.7xEmployees ~2,700Geography17 countriesFacilities40 production / ~100 on-site1Pro forma for acquisitions and the run-rate impact of implemented cost-saving initiatives.6


Investment ThesisMarket leader with strong value propositionHighly profitable with attractive free cash flow profileLong-term customer relationships with leading CPG firmsgloballyAttractive industry growth dynamicsOpportunities to further expand geographically and intocomplementary servicesProven M&A platformExperienced and committed management team7


Active OwnershipM&AExpanding market share,service offerings and/orgeographic presenceTwo acquisitions under<strong>Onex</strong> ownership to dateNegotiating two additionalnear-term acquisitionsOperationalImplementing facilityconsolidation initiativeExpanding off-shoringcapacity in PhilippinesExpanding service offeringwith existing customers8


BBAMTawfiq PopatiaPrincipal


BBAM Investment OverviewTotal <strong>Onex</strong> Partners III investment of $217 million, of which<strong>Onex</strong>’ share was $55 million- Acquisition of a 50% interest in BBAM for $165 million- Purchase of $20 million of newly issued shares in FLY Leasing- Initial investment of $32 million in Meridian Aviation PartnersMajority of <strong>Onex</strong> Partners III’s investment in BBAM in the formof a preferred securityProprietary opportunityInvestment represents the culmination of several years of dealinvestigations and industry diligence in the aircraft leasing sectorAll amounts in US$.1


At a GlanceBBAM is one of the world’s largest managers of commercialjet aircraft- Manages approximately 400 aircraft representing $13 billionof AUM- Full-service manager with nine offices in seven countriesThe only competitor within the industry that is exclusivelya manager of aircraft without owning any aircraft assetsRevenue generated primarily through management agreementswith FLY Leasing (NYSE: FLY) and with Nomura in theJapanese tax lease market2


At a GlanceRelationships with approximately 200 airline customers in more than 50 countriesNorth America EuropeAsia-PacificSouth America Africa / Middle-East3


At a Glance($ in millions)Key Data – LTM 3/31/<strong>2013</strong>Revenue $158Adj. EBITDA% marginCapex% of salesNet Debt / (Cash)LTM leverage$7447%$00%($16)(0.2x)Employees ~110Geography7 countries4


Investment ThesisAmong the most sophisticated and disciplined originatorsand managers of aircraft investments in the industryGenerates high free cash flow on a low asset baseGood downside protection given:- Absence of financial leverage;- Significant management ownership;- <strong>Onex</strong>’ partially-preferred investment structure;- BBAM’s variable cost structure; and- Minimal asset-level residual value risk5


Industry Investment ThesisFinancial performance ultimately correlated to commercialaviation passenger traffic, which has grown in 47 of the last50 yearsAircraft leasing is a structurally attractive business givencontracting and associated stability through downturnsFavorable long-term supply and demand balance due to(i) continued growth in airline passenger traffic; (ii) replacementdemand for aging aircraft; (iii) rational aircraft supply chainSecular shift in market away from ownership towards leasingEmerging yet still inefficient market for long-term financialinvestment producing good risk-adjusted returnsAttractive trading opportunities for sophisticated managers6


Active OwnershipIntroduce BBAM’s proprietary origination and investmentcapability to institutional investors- Established successful aircraft investor- Aircraft possess characteristics well-suited to investment:(i) liquidity; (ii) low volatility; (iii) pricing inefficiency- Historical aircraft investment returns compare well with many morepopular asset typesRolling Five-Year Aircraft Investment Equity Returns13%Average15%24%18%13%7% 6% 11% 11%2000-05 2001-06 2002-072003-082004-092005-102006-112007-12Aircraft investment equity returns based on blended returns for B737-800, A320-200, and A330-300 aircraft. Returns calculated using Ascend full-life market values andAscend market lease rates.7


Significant Private OperatingCompany Review0


Significant Private Operating Company Review(US $ unlessotherwiseindicated)LTM Revenue 1 LTM EBITDA 2 Net Debt Net Debt/EBITDAAtAcquisition March <strong>2013</strong>AtAcquisition March <strong>2013</strong>AtAcquisition March <strong>2013</strong>AtAcquisition March <strong>2013</strong>CumulativeDistributionsThe WarrantyGroup 3 1.2B 1.3B 65MM 113MM 200MM 248MM n/a n/a 338MMCarestreamHealth 2.5B 2.4B 468MM 436MM 1.9B 1.5B 4.1x 3.5x 561MMTropicana LasVegas 97MM 89MM n/a (11)MM n/a 41MM n/a n/a -Tomkins 4 4.6B 3.0B 717MM 499MM 2.9B 1.5B 4.1x 3.1x 1.2BResCare 5 1.6B 1.6B 108MM 144MM 395MM 336MM 3.7x 2.3x -JELD-WEN 6 3.2B 3.2B 145MM 175MM 471MM 639MM 3.2x 3.7x -SGSInternational 7 398MM 439MM 98MM 104MM 569MM 591MM 5.8x 5.7x -USI 7 794MM 784MM 255MM 255MM 1.6B 1.7B 6.4x 6.5x -KraussMaffei €1.1B €1.0B €100MM €92MM €235MM €266MM 2.4x 2.9x -BBAM 8 153MM 158MM 73MM 74MM n/a n/a n/a n/a -SITEL 9 1.8B 1.4B 138MM 126MM 702MM 714MM 5.1x 5.7x -Endnotes on slide 2.1


Significant Private Operating Company Endnotes1 Based on local GAAP of the individual operating company.2 EBITDA is a non-GAAP measure and is based on the local GAAP of the individual operating companies. These adjustmentsmay include non-cash costs of stock-based compensation and retention plans, transition and restructuring expenses includingseverance payments, the impact of derivative instruments that no longer qualify for hedge accounting, the impacts of purchaseaccounting and other similar amounts.3 Amount presented for The Warranty Group is net earnings rather than EBITDA and total debt rather than net debt.4 March <strong>2013</strong> LTM EBITDA and revenue excludes EBITDA and revenue from businesses divested as of March 31, <strong>2013</strong>. <strong>Onex</strong>,<strong>Onex</strong> Partners III, <strong>Onex</strong> management, certain limited partners and others received distributions of $663 million from Tomkins.5 At acquisition amounts presented are at the take-private transaction (November 2010) rather than at initial investment (June2004). March 2012 LTM EBITDA excludes results from the International segment, which ResCare exited on July 1, 2011.6 LTM EBITDA and net debt are presented for JELD-WEN Holding, inc. Net debt excludes $125 million of convertible notes,including accrued interest, held by <strong>Onex</strong>, <strong>Onex</strong> Partners III, <strong>Onex</strong> management, certain limited partners and others. In April<strong>2013</strong>, JELD-WEN repaid $54 million of its convertible notes, including accrued interest, and the remaining convertible notes,including accrued interest, were converted into additional equity of JELD-WEN.7 Revenue and EBITDA are presented on a pro-forma basis to reflect the impact of acquired businesses.8 Represents results of BBAM only. <strong>Onex</strong> Partners III holds 6% of the outstanding shares of FLY Leasing and 100% of MeridanAviation Partners Limited. These investments were made in conjunction with the investment in BBAM.9 At acquisition revenue and EBITDA represents full-year 2006 figures, pro-forma for ClientLogic’s acquisition of Sitel in January2007. At acquisition net debt is as of March 31, 2007.2


ONCAPMichael LayManaging Partner


ONCAP OverviewEstablished in 1999 as <strong>Onex</strong>’ mid-market private equity platform- Dedicated 12-person investment teamONCAP I (1999): C$400 million- Fully realized with 4.1x gross MoC (all > 2x); 3.1x net MoC;43% gross IRR; 33% net IRRONCAP II (2006): C$574 million- Fully invested in eight businesses (two realizations: CSI at5.8x gross MoC; BSN at 4.1x gross MoC*)ONCAP III (2011): C$800 million- Fund ~32% investedAll amounts in US$ unless otherwise specified.* Valued at the transaction price with closing expected in June <strong>2013</strong>.1


Consistent Investment CriteriaTargeting equity investments of $50-$100 million in NorthAmerican businessesStrong, sustainable free cash flow characteristics- Barriers to entry to sustain competitive advantageMarket leadership in fragmented industries- Build through add-on acquisitionsDevelop strong partnership with senior management team- Senior management invest as ownersAppropriate capital structure- Financial leverage to match investment thesis2


Since Last Year…Acquired Bradshaw International (December 2012)- Leading U.S. designer, marketer and category manager ofeveryday houseware products- Fourth acquisition in ONCAP IIISigned agreement to sell BSN Sports (May <strong>2013</strong>)- Leading marketer, manufacturer and distributor of sportinggoods and team uniforms in the U.S.- Acquired in August 2010 in a take-private transaction led bymanagement, ONCAP and an affiliate of Andell Holdings- 4.1x Gross MoC; 61% Gross IRR; ~$100 million proceedsto <strong>Onex</strong>** Valued at the transaction price with closing expected in June <strong>2013</strong>.3


Bradshaw International – At a GlanceAcquired Bradshaw for $241 million- $86.7 million equity investment ($79.9 million ONCAP investment)- Financed with 4.6x adjusted net debt 14,000 SKUs across diverse set of product, customer and brandProduct MixHomeProducts20%Cookware12%MetalBakeware15%categoriesCustomer Mix Brand MixOther Retailers7%SpecialtySupermarkets41%OwnedKitchenTools &Gadgets53%Retailers10%ValueRetailers14%MassMerchants28%PrivateLabelBrands32%LicensedBrands30%1Adjusted net debt excludes cash on balance sheet for post-acquisition transaction expenses and is normalized for average net working capital.Brands38%4


Bradshaw International – Investment ThesisAttractive industry characteristics- Large, fragmented industry- Stable demand#1 or #2 player in each of its segments- Manages complex, SKU intensive, slow turning categories andprivate label programs – significant value to retailers- Strong customer, supplier and licensor relationshipsTrack record of growth through economic downturns andattractive cash flow characteristicsSignificant opportunity for growth organically and throughacquisition5


ONCAP I and II: Realized ReturnsSource<strong>Onex</strong>relationshipLimited auctionprocessProactive industryresearchProactive industryresearch<strong>Onex</strong>relationshipLimited auctionprocessProactive industryresearchExitMultipleof Capital*IRR*Strategic sale 4.1x 61%Strategic sale 5.8x 57%Strategic sale 2.0x 22%Strategic sale 4.2x 35%IPO 2.1x 30%Financial buyer 8.1x 74%IPO 4.0x 116%6Limited auctionprocessMerger with strategicpartner, IPO3.4x 84%* Both Multiple of Capital and IRR are gross values.Sale of BSN valued at the transaction price with closing expected in June <strong>2013</strong>.6


Capital Invested Since Inception(in millions of C$)4.1x Gross MoC3.1x Net MoC2.2x Gross MoC1.6x Net MoC1.1x Gross MoC1.0x Net MoC2.3x Gross MoC$2,152$850$1,017$929$208$468$253$285ONCAP I(1999)ONCAP II(2005)ONCAP III(2011)TotalSince InceptionCapital Invested Realized Proceeds Unrealized ValueAs of March 31, <strong>2013</strong>.7


<strong>2013</strong> PrioritiesContinued focus on nine existing operating companiesOngoing industry research effortsSelectively consider attractive investment opportunities8


<strong>Onex</strong> Credit PartnersMichael J. GelblatCEO


Credit Investing Platform<strong>Onex</strong>’ credit platform21-person team with an average of 19 years of industryexperiencePlatform for growth- Leveragable infrastructure- Expect continued growth in recurring fee incomeAll amounts in US$.1


AUM GrowthTwo CLOs($1.0B)$2.8B$1.3BFirst CLO($320MM)$1.5B$1.8B$782MM$350MM$253MMDec-07 Dec-08 Dec-09 Dec-10 Dec-11 Mar-12 Mar-13Third-Party Capital<strong>Onex</strong> Capital2


CLO MarketU.S. CLO market has performed well since the credit crisis- Strong comeback in issuance in 2012<strong>Onex</strong> Credit Partners is well-positioned- <strong>Investor</strong>s favour stable and diversified managers- Warehouse facilities for future offerings- Focused on quality, not market share$30$59$89 $93$20$1 $4$13$52$292004 2005 2006 2007 2008 2009 2010 2011 2012 <strong>2013</strong> YTDSource: Citigroup. Figures in $ billions. Issuance includes CLOs comprised of broadly syndicated bank loans.3


Leveraging the PlatformDebt OpportunityHigh YieldBondsSeniorFloatingSeniorCreditNorth AmericanCLOsEuropeanCLOsStructuredProductsDevelop products with complementary investmentcapabilities and distribution channelsDashed line indicates new strategy.4


Growth OpportunityExperienced team and leveragable infrastructurePlans for additional CLOs and other productsGrowth in recurring management fee revenuesOpportunity for incentive fees5


Valuing <strong>Onex</strong>:Moving the Goal PostsSeth MerskySenior Managing Director


Panel DiscussionGerald W. SchwartzBobby Le BlancSeth MerskyModerator: Emma Thompson


ONEX.COM

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