Public Lender Presentation April 26, 2022
PUBLIC LENDER PRESENTATION DISCLOSURE NOTICE 2 SPECIAL NOTICE REGARDING PUBLICLY AVAILABLE INFORMATION AZZ INC. (THE “COMPANY”) HAS REPRESENTED THAT THE INFORMATION CONTAINED IN THIS LENDER PRESENTATION IS EITHER PUBLICLY AVAILABLE OR DOES NOT CONSTITUTE MATERIAL NON-PUBLIC INFORMATION WITH RESPECT TO THE COMPANY OR ITS SECURITIES. THE RECIPIENT OF THIS LENDER PRESENTATION HAS STATED THAT IT DOES NOT WISH TO RECEIVE MATERIAL NON-PUBLIC INFORMATION WITH RESPECT TO THE COMPANY OR ITS SECURITIES AND ACKNOWLEDGES THAT OTHER LENDERS HAVE RECEIVED A LENDER PRESENTATION THAT CONTAINS ADDITIONAL INFORMATION WITH RESPECT TO THE COMPANY OR ITS SECURITIES THAT MAY BE MATERIAL. NEITHER THE COMPANY NOR THE ARRANGERS TAKES ANY RESPONSIBILITY FOR THE RECIPIENT'S DECISION TO LIMIT THE SCOPE OF THE INFORMATION IT HAS OBTAINED IN CONNECTION WITH ITS EVALUATION OF THE COMPANY AND THE SENIOR SECURED TERM LOAN B FACILITY DESCRIBED IN THIS PRESENTATION.
PUBLIC LENDER PRESENTATION DISCLAIMERS 3 Certain statements herein about our expectations of future events or results constitute forward-looking statements for purposes of the safe harbor provisions of The Private Securities Litigation Reform Act of 1995, including the statements regarding our strategic and financial initiatives. You can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” or the negative of these terms or other comparable terminology. Such forward-looking statements are based on currently available competitive, financial and economic data and management’s views and assumptions regarding future events. Such forward-looking statements are inherently uncertain, and investors must recognize that actual results may differ from those expressed or implied in the forward-looking statements. Certain factors could affect the outcome of the matters described herein. This presentation may contain forward-looking statements that involve risks and uncertainties including, but not limited to, changes in customer demand for our products and services, including demand by the power generation markets, electrical transmission and distribution markets, the industrial markets, and the metal coatings markets. In addition, within each of the markets we serve, our customers and our operations could potentially be adversely impacted by the ongoing COVID-19 pandemic. We could also experience fluctuations in prices and raw material cost, including zinc and natural gas used in the hot-dip galvanizing process; supply-chain vendor delays; customer requested delays of our products or services; delays in additional acquisition opportunities; currency exchange rates; adequacy of financing; availability of experienced management and employees to implement the Company’s growth strategy; a downturn in market conditions in any industry relating to the products we inventory or sell or the services that we provide; economic volatility or changes in the political stability in the United States and other foreign markets in which we operate; acts of war or terrorism inside the United States or abroad; and other changes in economic and financial conditions. The Company has provided additional information regarding risks associated with the business in the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2022 and other filings with the Securities and Exchange Commission (“SEC”), available for viewing on the Company’s website at www.azz.com and on the SEC’s website at www.sec.gov. You are urged to consider these factors carefully in evaluating the forward-looking statements herein and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by this cautionary statement. These statements are based on information as of the date hereof and the Company’s assumes no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise.
PUBLIC LENDER PRESENTATION DISCLAIMERS 4 Some of the financial information and data contained in this presentation, such as adjusted EBITDA and adjusted earnings per share, have not been prepared in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”). The Company’s management believes that the presentation of these non-GAAP financial measures provides investors with a greater transparency comparison of operating results across a broad spectrum of companies, which provides a more complete understanding of the Company’s financial performance, competitive position and prospects for the future. Management also believes that investors regularly rely on non-GAAP financial measures, such as adjusted EBITDA and adjusted earnings per share, to assess operating performance and that such measures may highlight trends in the Company’s business that may not otherwise be apparent when relying on financial measures calculated in accordance with GAAP. While the Company believes these non-GAAP measures are useful in evaluating the Company’s performance, this information should be considered as supplemental in nature and not as a substitute for or superior to the related financial information prepared in accordance with GAAP. Additionally, these non-GAAP financial measures may differ from similar measures presented by other companies.
PUBLIC LENDER PRESENTATION NOTICE TO AND UNDERTAKING BY RECIPIENTS 5 This Lender Presentation (the “Lender Presentation") has been prepared solely for informational purposes from information supplied by or on behalf of AZZ Inc. (the "Company"), and is being furnished by Citigroup Global Markets Inc., Wells Fargo Securities, LLC, Barclays Bank PLC, U.S. Bank National Association, Inc. and CIBC World Markets Corp. (the "Arrangers") to you in your capacity as a prospective lender (the "Recipient") in considering the proposed Senior Secured Term Loan B facility described in the Lender Presentation (the "Facility"). ACCEPTANCE OF THIS LENDER PRESENTATION CONSTITUTES AN AGREEMENT TO BE BOUND BY THE TERMS OF THIS NOTICE AND UNDERTAKING AND THE SPECIAL NOTICE SET FORTH ON THE COVER PAGE HEREOF (THE “SPECIAL NOTICE”). IF THE RECIPIENT IS NOT WILLING TO ACCEPT THE LENDER PRESENTATION AND OTHER EVALUATION MATERIAL (AS DEFINED HEREIN) ON THE TERMS SET FORTH IN THIS NOTICE AND UNDERTAKING AND THE SPECIAL NOTICE, IT MUST RETURN THE LENDER PRESENTATION AND ANY OTHER EVALUATION MATERIAL TO THE ARRANGERS IMMEDIATELY WITHOUT MAKING ANY COPIES THEREOF, EXTRACTS THEREFROM OR USE THEREOF. I. Confidentiality As used herein: (a) "Evaluation Material" refers to the Lender Presentation and any other information regarding the Company or the Facility furnished or communicated to the Recipient by or on behalf of the Company in connection with the Facility (whether prepared or communicated by the Arrangers or the Company, their respective advisors or otherwise) and (b) "Internal Evaluation Material" refers to all memoranda, notes, and other documents and analyses developed by the Recipient using any of the information specified under the definition of Evaluation Material. The Recipient acknowledges that the Company considers the Evaluation Material to include confidential, sensitive and proprietary information and agrees that it shall use reasonable precautions in accordance with its established procedures to keep the Evaluation Material confidential; provided however that (i) it may make any disclosure of such information to which the Company gives its prior written consent and (ii) any of such information may be disclosed to it, its affiliates and their respective partners, directors, officers, employees, agents, advisors and other representatives (collectively, "Representatives") (it being understood that such Representatives shall be informed by it of the confidential nature of such information and shall be directed by the Recipient to treat such information in accordance with the terms of the Notice and Undertaking and the Special Notice). The Recipient agrees to be responsible for any breach of the Notice and Undertaking or the Special Notice that results from the actions or omissions of its Representatives. The Recipient shall be permitted to disclose the Evaluation Material in the event that it is required by law or regulation or requested by any governmental agency or other regulatory authority (including any self- regulatory organization) or in connection with any legal proceedings. The Recipient agrees that it will notify the Arrangers as soon as practical in the event of any such disclosure (other than at the request of a regulatory authority), unless such notification shall be prohibited by applicable law or legal process. The Recipient shall have no obligation hereunder with respect to any Evaluation Material to the extent that such information (i) is or becomes publicly available other than as a result of a disclosure by the Recipient in violation of this agreement, or (ii) was within the Recipient's possession prior to its being furnished pursuant hereto or becomes available to the Recipient on a non-confidential basis from a source other than the Company or its agents, provided that the source of such information was not known by the Recipient to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Company or any other party with respect to such information. In the event that the Recipient of the Evaluation Material decides not to participate in the transaction described herein, upon request of the Arrangers, such Recipient shall as soon as practicable return all Evaluation Material (other than Internal Evaluation Material) to the Arrangers or represent in writing to the Arrangers that the Recipient has destroyed all copies of the Evaluation Material (other than Internal Evaluation Material) unless prohibited from doing so by the Recipient's internal policies and procedures.
PUBLIC LENDER PRESENTATION NOTICE TO AND UNDERTAKING BY RECIPIENTS 6 II. Information The Recipient acknowledges and agrees that (i) the Arrangers received the Evaluation Material from third party sources (including the Company) and it is provided to the Recipient for informational purposes, (ii) the Arrangers and its affiliates bear no responsibility (and shall not be liable) for the accuracy or completeness (or lack thereof) of the Evaluation Material or any information contained therein, (iii) no representation regarding the Evaluation Material is made by the Arrangers or any of its affiliates, (iv) neither the Arrangers nor any of its affiliates has made any independent verification as to the accuracy or completeness of the Evaluation Material, and (v) the Arrangers and its affiliates shall have no obligation to update or supplement any Evaluation Material or otherwise provide additional information. The Evaluation Material has been prepared to assist interested parties in making their own evaluation of the Company and the Facility and does not purport to be all-inclusive or to contain all of the information that a prospective participant may consider material or desirable in making its decision to become a lender. Each Recipient of the information and data contained herein should take such steps as it deems necessary to assure that it has the information it considers material or desirable in making its decision to become a lender and should perform its own independent investigation and analysis of the Facility or the transactions contemplated thereby and the creditworthiness of the Company. No representation or warranty, express or implied, is or will be given by the Company or any of its affiliates, directors, officers, employees or advisers or any other person as to the accuracy or completeness of the information in this Presentation or any other written, oral or other communications transmitted or otherwise made available to any party in the course of its evaluation of the Facility and no responsibility or liability whatsoever is accepted for the accuracy or sufficiency thereof or for any errors, omissions or misstatements, negligent or otherwise relating thereto. The Recipient also acknowledges and agrees that the information contained in this Presentation is preliminary in nature and subject to change, any such changes may be material. The Company disclaims any duty to update the information contained in this Presentation. The Recipient represents that it is sophisticated and experienced in extending credit to entities similar to the Company and that it is engaged in making, acquiring or holding commercial loans in the ordinary course. The Recipient understands that the Facility sets forth the terms of a commercial lending facility, and not any other type of financial instrument, and agrees not to assert a claim in contravention of the foregoing. The information and data contained herein are not a substitute for the Recipient's independent evaluation and analysis and should not be considered as a recommendation by the Arrangers or any of its affiliates that any Recipient enter into the Facility. The Evaluation Material may include certain forward looking statements and projections provided by the Company. Any such statements and projections reflect various estimates and assumptions by the Company concerning anticipated results. No representations or warranties are made by the Company or any of its affiliates as to the accuracy of any such statements or projections. Whether or not any such forward looking statements or projections are in fact achieved will depend upon future events some of which are not within the control of the Company. Accordingly, actual results may vary from the projected results and such variations may be material. Statements contained herein describing documents and agreements are summaries only and such summaries are qualified in their entirety by reference to such documents and agreements.
PUBLIC LENDER PRESENTATION NOTICE TO AND UNDERTAKING BY RECIPIENTS 7 III. General It is understood that unless and until a definitive agreement regarding the Facility between the parties thereto has been executed, the Recipient will be under no legal obligation of any kind whatsoever with respect to the Facility by virtue of this Notice and Undertaking except for the matters specifically agreed to herein and in the Special Notice. The Recipient agrees that money damages would not be a sufficient remedy for breach of this Notice and Undertaking or of the Special Notice, and that in addition to all other remedies available at law or in equity, the Company and the Arrangers shall be entitled to equitable relief, including injunction and specific performance, without proof of actual damages. This Notice and Undertaking and the Special Notice together embody the entire understanding and agreement between the Recipient and the Arrangers with respect to the Evaluation Material and the Internal Evaluation Material and supersedes all prior understandings and agreements relating thereto. The terms and conditions of this Notice and Undertaking and the Special Notice shall apply until such time, if any, that the Recipient becomes a party to the definitive agreements regarding the Facility, and thereafter the provisions of such definitive agreements relating to confidentiality shall govern. If you do not enter into the Facility, the application of this Notice and Undertaking and the Special Notice shall terminate with respect to all Evaluation Material on the date falling one year after the date of the Lender Presentation. This Notice and Undertaking and the Special Notice shall be governed by and construed in accordance with the law of the State of New York, without regard to principles of conflicts of law (except Section 5-1401 of the New York General Obligation Law to the extent that it mandates that the law of the State of New York govern).
PUBLIC LENDER PRESENTATION COMPANY AUTHORIZATION LETTER 8 Citigroup Global Markets Inc. Wells Fargo Securities, LLC Barclays Bank PLC U.S. Bank National Association, Inc. CIBC World Markets Corp. Ladies and Gentlemen: We refer to the proposed $1,300 million 7-year Senior Secured Term Loan B Credit Facility (the "Facility") for AZZ Inc. (the "Company") that you are arranging at our request, and the Lender Presentation and information materials forwarded herewith (together with other documents prepared by or on behalf of us after the date hereof and identified by us in writing (which may be via email) to the Arrangers as having been reviewed and approved by us for distribution to potential lenders whose representatives do not wish to receive material, non-public information within the meaning of the federal and state securities laws, “Evaluation Materials”; and such potential lenders, “Public-Side Lenders”). We understand and acknowledge that the Company has publicly traded securities issued and outstanding, and that Public-Side Lenders may trade in such securities on the basis of information contained in the Evaluation Materials. We have reviewed or participated in preparing the Evaluation Materials and the information contained therein. The Company has reviewed the information contained in the Evaluation Materials and represents and warrants that the information contained in the Evaluation Materials does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not materially misleading. Any management projections or forward-looking statements included in the Evaluation Materials are based on assumptions and estimates developed by management of the Company in good faith and management believes such assumption and estimates to be reasonable as of the date of the Evaluation Materials. Whether or not such projections or forward looking statements are in fact achieved will depend upon future events some of which are not within the control of the Company. Accordingly, actual results may vary from the projections and such variations may be material. The projections included in the Evaluation Materials should not be regarded as a representation by the Company or its management that the projected results will be achieved. The Company represents and warrants that the information contained in the Lender Presentation is either information that is publicly available (or that would be made publicly available if the Company were a public reporting company) or not material information (although it may be sensitive and proprietary) with respect to the Company or its securities for purposes of United States federal and state securities laws. We request that you distribute the Evaluation Materials to such prospective lenders as you may deem appropriate to include in the Facility. We agree that we will rely on, and that you are authorized to rely on, the undertakings, acknowledgments and agreements contained in the Notice to and Undertaking by Recipients accompanying the Evaluation Materials or otherwise acknowledged by recipients in connection with the Evaluation Materials. Yours sincerely, Philip Schlom Chief Financial Officer, AZZ Inc. April 26, 2022
PUBLIC LENDER PRESENTATION 9 Today’s Presenters Tom Ferguson President and Chief Executive Officer Philip Schlom Chief Financial Officer David Nark SVP of Marketing, Communications and Investor Relations
PUBLIC LENDER PRESENTATION 10 Executive Summary ■ On March 7, 2022, AZZ Inc. (“AZZ” or the “Company”) (NYSE: AZZ) entered into a definitive agreement to acquire Precoat Metals (“Precoat”) from Sequa Corporation, a portfolio company of Carlyle – Purchase price of $1.283 billion comprised of $1.25 billion of cash consideration and approximately $33 million of assumed liabilities – Net purchase price of approximately $1.13 billion when adjusted for the net present value of approximately $150 million of expected net tax benefits – Valuation represents approximately 8.2x Precoat’s LTM 12/31/2021 adjusted EBITDA after giving effect to the net present value of expected net tax benefits ■ Headquartered in Fort Worth, Texas, AZZ is a global provider of galvanizing and metal coating solutions, welding solutions, specialty electrical equipment and highly engineered services for maintaining and building critical infrastructure – For AZZ’s fiscal year ending 2/28/2022, the Company generated sales of $903 million and adjusted EBITDA of $157 million (17.4% margin)(1) ■ Headquartered in St. Louis, Missouri, Precoat is the leading independent provider of value-added services for prepainted metal coil coatings in North America – Precoat generated LTM 12/31/2021 sales of $699 million and adjusted EBITDA of $137 million (19.7% margin) ■ Combination advances AZZ’s previously stated strategy of becoming predominantly a metal coatings company – Significantly enhances AZZ’s scale, resulting in pro forma revenue and adjusted EBITDA of more than $1.6 billion(2) and $300 million(2), respectively – Increases AZZ’s expected metal coatings sales to over $1.2 billion – Immediately improves AZZ’s margin profile, with pro forma adjusted EBITDA margin of more than 18%(2) (approximately 100 bps improvement) – Expected to be more than 20% accretive to adjusted EPS in first year – Continuity of leadership and shared cultural values will support smooth integration ■ The transaction will be funded with a combination of newly issued debt and equity-linked securities consisting of the following financing package: – New 5-year $400 million Senior Secured Revolving Credit Facility (undrawn at close) – New 7-year $1,300 million Term Loan B – New 8-year $240 million Subordinated Convertible Notes to be purchased by Blackstone, which upon approval of AZZ’s stockholders would convert into Series A Convertible Preferred Shares ■ Pro forma net leverage and net first lien leverage of 5.0x and 4.2x, respectively, as of 2/28/2022 with the goal of returning to below 3.0x net leverage – The conversion of the Subordinated Convertible Notes into Series A Convertible Preferred Shares would result in pro forma net leverage of 4.2x as of 2/28/2022 – Near-term focus will be on closing the transaction, deleveraging and investing in profitable growth projects via the combined company’s strong free cash flow generation – AZZ remains committed to paying a dividend on its common stock while continuing to support profitable growth initiatives ■ The acquisition is currently targeted to close in May 2022 during AZZ’s first quarter FY2023, subject to customary closing conditions and regulatory approvals (1) Pro forma for the acquisitions of Steel Creek and DAAM Galvanizing, AZZ generated LTM 2/28/2022 revenue of $935 million and adjusted EBITDA of $165 million (17.6% margin). (2) Based on financials as of LTM 2/28/2022 for AZZ and LTM 12/31/2021 for Precoat. AZZ financials include pro forma impact of Steel Creek and DAAM Galvanizing acquisitions. Does not include any estimated run-rate synergies.
PUBLIC LENDER PRESENTATION Sources & Uses and Pro Forma Capitalization Sources of Funds 11 Pro Forma Capitalization Uses of Funds ($ in millions) Standalone 2/28/2022 Adjustments Pro Forma 2/28/2022 Cash & Cash Equivalents $15 ($4) $12 Debt: Existing $400mm Unsecured RCF $77 ($77) -- New $400mm Secured RCF -- -- -- New First Lien Term Loan -- 1,300 $1,300 Total First Lien Debt $77 $1,223 $1,300 Existing Senior Unsecured Notes $150 ($150) -- New Subordinated Convertible Notes -- 240 $240 Total Debt $227 $1,313 $1,540 Net Debt 212 1,317 1,528 Equity Value (Market Cap) $1,202 -- $1,202 Total Capitalization $1,429 $1,313 $2,742 Credit Metrics LTM 2/28/2022 Adjusted EBITDA (incl. Synergies)(1) $165 $142(2) $307 Total Debt / Adjusted EBITDA 1.4x 5.0x Net Debt / Adjusted EBITDA 1.3x 5.0x First Lien Debt / Adjusted EBITDA 0.5x 4.2x First Lien Net Debt / Adjusted EBITDA 0.4x 4.2x Total Debt / Capitalization 15.9% 56.2% Sources $ % New Term Loan B $1,300 82% New Subordinated Convertible Notes 240 15% Assumed Liabilities 33 2% AZZ Balance Sheet Cash 4 0% Total Sources $1,577 100% Uses $ % Acquisition of Precoat Metals $1,250 79% Assumed Liabilities 33 2% Refinance AZZ Current Debt 227 14% Breakage Costs on AZZ Senior Notes 3 0% Estimated Fees & Expenses 64 4% Total Uses $1,577 100% Note: Market data as of April 22, 2022. (1) Based on financials as of LTM 2/28/2022 for AZZ and LTM 12/31/2021 for Precoat. AZZ financials include pro forma impact of Steel Creek and DAAM Galvanizing acquisitions. (2) Includes 50% credit for $10 million of estimated run-rate synergies. Total leverage and net leverage of 4.2x following conversion of Subordinated Convertible Notes into Series A Convertible Preferred Shares
PUBLIC LENDER PRESENTATION Summary of Indicative Terms – Senior Secured Credit Facilities 12 This Summary of Indicative Terms is not exhaustive as to all of the terms and conditions which would govern the transactions described herein. Definitive documentation with respect to the Senior Secured Credit Facilities has not yet been executed and the terms summarized herein are subject to change. Borrower: AZZ Inc. Facilities: $400 million Senior Secured Revolving Credit Facility (“RCF”) $1,300 million Senior Secured Term Loan B (“TLB”) Guarantors: Each of the Borrower’s existing and future, direct and indirect, material wholly-owned domestic subsidiaries (subject to customary exceptions) Security: A perfected first-priority lien on substantially all tangible and intangible assets and capital stock of the Borrower and Guarantors (subject to customary exceptions) Accordion: Greater of (i) $300 million and (ii) 100% of EBITDA, plus unlimited amounts subject to 4.50x First Lien Net Leverage Ratio for pari passu indebtedness, 4.75x Secured Net Leverage Ratio for junior secured indebtedness and the lesser of (a) 5.25x Total Net Leverage Ratio and (b) the ratio applicable to the Financial Covenant then in effect for unsecured indebtedness; 50 bps MFN for 12 months Tenor: RCF: 2027 (5 years) TLB: 2029 (7 years) Pricing: SOFR + [●]%, with one step-down of 25 bps at 0.5x inside Closing Date First Lien Net Leverage Amortization: RCF: None TLB: 1% per annum, paid quarterly, with remainder due at maturity Call Protection: RCF: Freely prepayable TLB: 101 soft call for 6 months Mandatory Prepayments: i. 50% of excess cash flow (subject to leverage based step downs) ii. 100% of asset sale proceeds (subject to reinvestment rights and leverage based step downs) Negative Covenants: Usual and customary for transactions of this type, including, but not limited to, limitations on asset sales, restricted payments, investments, indebtedness, and liens Financial Covenant: RCF: Total Net Leverage Ratio of 6.25x, with periodic step downs TLB: None
PUBLIC LENDER PRESENTATION 4.2x 4.2x Subordinated Convertible Notes Series A Convertible Preferred Shares $240 Million Strategic Investment From Blackstone Overview Net Leverage ■ On April 25, 2022, AZZ announced that funds managed by Blackstone Tactical Opportunities (“Blackstone”) would make a $240 million strategic investment in the Company in order to support the Company’s previously announced acquisition of Precoat Metals ‒ Under the terms of its investment, Blackstone would purchase $240 million aggregate principal amount of Subordinated Convertible Notes, which upon approval of AZZ’s stockholders would convert into Series A Convertible Preferred Shares ‒ Blackstone’s investment is subject to the closing of the Company’s previously announced acquisition of Precoat Metals and finalizing definitive documentation (Net Debt / Pro Forma LTM Adjusted EBITDA) 13 Amount $240 million Security Type Subordinated Convertible Notes, which upon approval of AZZ’s stockholders would convert into Series A Convertible Preferred Shares Dividend 6.0% per annum, payable quarterly in cash or in kind at AZZ’s election Conversion Convertible into shares of AZZ’s common stock at a 30% premium to 30-day VWAP at closing Board Seat 1 director appointed by Blackstone Summary of Indicative Terms 5.0x Reflects summary of indicative terms for the Series A Convertible Preferred Shares, which are substantially identical to the indicative terms of the Subordinated Convertible Notes. The summary of indicative terms reflects non-binding terms that are mutually agreed upon between AZZ and Blackstone subject to negotiation of final documentation and is not exhaustive as to all of the terms and conditions which would govern the investment. Definitive documentation with respect to the Subordinated Convertible Notes and Series A Convertible Preferred Shares has not yet been executed and the terms summarized herein are subject to change. Net First Lien Leverage
PUBLIC LENDER PRESENTATION Key Event: Date: Launch Term Loan B Tuesday, April 26th Lender Commitments Due Thursday, May 5th (5:00 pm ET) Close Precoat Metals Acquisition Thereafter April 2022 May 2022 S M T W T F S S M T W T F S 1 2 1 2 3 4 5 6 7 3 4 5 6 7 8 9 8 9 10 11 12 13 14 10 11 12 13 14 15 16 15 16 17 18 19 20 22 17 18 19 20 21 22 23 22 23 24 25 26 27 28 24 25 26 27 28 29 30 29 30 31 Transaction Timeline 14
PUBLIC LENDER PRESENTATION Agenda 15 ■ Strategic Rationale and Macro / Business Update ■ AZZ Overview ■ Precoat Metals Overview ■ Industry Overview ■ Key Credit Highlights ■ Financial Overview ■ Appendix 1 2 3 5 6 4
1. Strategic Rationale and Macro / Business Update
PUBLIC LENDER PRESENTATION 17 Strategic Rationale Leading industry positions across a broad and diverse set of customers Highly complementary acquisition extends AZZ’s position across the metal coating value chain Advances AZZ’s strategy of becoming predominantly a metal coatings company Attractive financial profile significantly enhances AZZ’s scale and margins Highly accretive transaction with compelling value creation Strong free cash flow generation supports near-term deleveraging and future growth Consistent with previously communicated acquisition strategy prioritizing North American coatings targets with strong strategic fit 1 2 3 4 5 6 7
PUBLIC LENDER PRESENTATION 18 Precoat Metals Advances AZZ’s Strategy of Becoming Predominantly a Metal Coatings Company While Significantly Enhancing Scale and Margins Highly Complementary Acquisition With Strong Strategic Fit Precoat Metals Sales $551 million $699 million Substrate Steel Steel, Aluminum Value Chain Post-Fabrication Pre-Fabrication Solutions Offering End Markets Market Position #1 in hot-dip galvanizing in North America #1 independent coil coating provider across end markets Note: Based on financials as of LTM 2/28/2022 for AZZ and LTM 12/31/2021 for Precoat. AZZ financials include pro forma impact of Steel Creek and DAAM Galvanizing acquisitions. Does not include any estimated run-rate synergies. • Hot-dip galvanizing • Spin galvanizing • Powder coating • Anodizing • Plating • Other surface coating applications • Industrial • Construction • OEM • Renewable / Utility • Petrochem • Other • Prepaint coating • Shape correction • Cut-to-length • Slitting • Embossing • Laminating / printing • Construction • Appliance • HVAC • Container • Transportation • Other Metal Coatings Metal Coatings 59% Infrastructure Solutions 41% Acquisition of Precoat represents a continued transition of AZZ from a portfolio of businesses to a focused provider of coating and galvanizing solutions for critical applications More than Doubles Coatings-Related Sales Metal Coatings 34% Infrastructure Solutions 23% Precoat Metals 43% Highly Complementary Acquisition Creates Predominantly Metal Coatings Company with Leading Positions Across Value Chain Revenue: $935 million Adjusted EBITDA: $165 million Adjusted EBITDA Margin: 17.6% Revenue: $1,634 million Adjusted EBITDA: $302 million Adjusted EBITDA Margin: 18.5% North America 88% International 12% North America 93% International 7%
PUBLIC LENDER PRESENTATION Closely Aligned With Our Previously Communicated Strategic Objectives AZZ Acquisition Strategy North American Coatings Focus ✓ Strategic Fit ✓ Accretive Within the First Year ✓ Leading independent provider of value- added solutions for pre-painted metal coil coating in North America Highly complementary acquisition extends AZZ’s position across the metal coating value chain Expected to be immediately accretive to adjusted EPS and more than 20% accretive to adjusted EPS in the first full fiscal year 19
PUBLIC LENDER PRESENTATION Integration-Lite Combination With Significant Upside Potential 20 Greater investment and increased support to the Precoat team to drive improvements in the organization and accelerate growth✓ Ability to capitalize on shared vision of value-added metal coating solutions and best practices to drive continuous operational improvements✓ Superior processing capabilities and operational flexibility✓ Competitive advantage from strategic footprint with close proximity to customers✓ Strong, centralized back-office and logistics network driving sales and operational efficiencies✓ Runway for profitable expansion and continued margin improvement✓ Opportunity to enhance combined corporate culture and values to bring out the best of both organizations✓ Strong systems and experienced management team at Precoat provide continuity and low integration complexity✓
PUBLIC LENDER PRESENTATION Current Situation / Macro Update Geopolitical Supply Chain / Inflation / Commodity Prices ■ AZZ’s Metal Coatings segment and Precoat are both 100% North America-based, resulting in minimal current disruption from the Russia / Ukraine war and insulation from broader global uncertainty ■ AZZ’s Infrastructure Solutions segment has two European facilities located in the Netherlands and Poland, both of which have not seen any interruption due to the ongoing conflict; AZZ continues to monitor the situation closely ‒ The revenue associated with the two European facilities comprises ~4.4% of AZZ’s pro forma FY2022 sales and ~2.5% of the combined company’s pro forma sales ■ While AZZ and Precoat continue to monitor supply chain related disruptions as well as material and labor inflation, both businesses have been able to expand margins due to short-cycle contracts and purchase orders that allow for agility in pricing as costs rise ■ AZZ’s Metal Coatings segment and Precoat both operate via a tolling model in which customers procure and own the metal, resulting in no direct exposure to movements in steel or aluminum prices ■ Strategic management / pricing and pass-through mechanisms help insulate both businesses from changes in input costs ‒ AZZ stores reserves of zinc, a key galvanizing input, and utilizes fixed price forward contracts to manage purchasing, while preemptively enacting price changes to manage fluctuations in zinc prices ‒ Precoat takes no commodity price risk on coatings by directly passing through paint costs to customers with a markup for processing services, creating an incremental margin opportunity as input costs rise 21 (1) Based on financials as of LTM 2/28/2022 for AZZ and LTM 12/31/2021 for Precoat. AZZ financials include pro forma impact of Steel Creek and DAAM Galvanizing acquisitions. North America 93% International 7% Pro Forma Revenue by Geography(1)
PUBLIC LENDER PRESENTATION Current Situation / Macro Update (Cont’d) COVID-19 ESG ■ AZZ and Precoat are both considered providers of critical infrastructure, so both companies remained open throughout the COVID-19 pandemic ■ AZZ’s Metal Coatings segment was impacted by lower volumes of steel processed in FY2021 due to the economic slowdown, but maintained strong performance due to cost containment measures and saw sales rebound by 13% in FY2022 ■ AZZ’s Infrastructure Solutions segment was more severely impacted in FY2021 due to restrictions on travel and access to customer facilities as well as challenges in key end markets; however, FY2022 backlog is high (+63% vs. FY2021) and demand outlook remains strong ■ Despite a challenging demand environment in 2020, Precoat showed resilient performance and generated both revenue and adjusted EBITDA growth ■ Precoat demonstrated strong performance in 2021 largely driven by increases in volume and price, which is expected to continue in 2022 ■ AZZ remains committed to operating in a sustainable and socially responsible manner, while minimizing the environmental impact of its operations ■ In 2021, AZZ published its inaugural annual ESG Report, representing the initial step in AZZ’s commitment to regularly disclosing ESG performance ■ AZZ closely considered ESG when evaluating Precoat, and Precoat’s prepaint solution offers environmental benefits relative to other coating methods, resulting in less waste, paint usage and energy usage 22
PUBLIC LENDER PRESENTATION AZZ Q4 FY2022 Performance Update Metal Coatings Infrastructure Solutions Consolidated ■ Sales of $225 million, reflecting an increase YoY of $29 million or 14.8%, primarily due to continued strength in the Metal Coatings segment as well as improvements in the Infrastructure Solutions segment ■ Adjusted EBITDA of $38.0 million (16.9% margin), reflecting a ~220 bps margin improvement YoY driven by continued strength in Metal Coatings, supported by continued stronger backlog converting to sales in the Infrastructure Solutions segment, partially offset by $1.8 million impairment charge reversal in the Infrastructure Solutions segment ■ Sales of $128.3 million, reflecting an increase YoY of $22.1 million or 20.9%, due to higher volumes of production during what is normally a seasonally slower period, and higher selling prices as commodity prices for zinc (25% of production costs) have steadily increased. ■ AZZ Surface Technologies, which was impacted more heavily during COVID, returned to profitable operations during FY2022 ■ Adjusted EBITDA of $39.2 million (30.6% margin), reflecting a ~95 bps margin decrease YoY driven by increased commodity prices as well as higher inflationary pressure ■ Sales of $96.4 million, reflecting an increase YoY of $6.9 million or 7.7%, primarily due to higher Industrial sales of $15.5 million as refineries returned to more normal turnaround cadence, and stronger backlog in the Electrical platform, partially offset by $8.2 million lower sales in China ■ Adjusted EBITDA of $11.4 million (11.9% margin), reflecting a ~530 bps margin improvement YoY driven by much stronger backlog in the Electrical platform converting to sales and improved margins as well as stronger turnaround business in the Industrial platform as refineries are returning to normal capacities, partially offset by $1.8 million impairment charge reversal Revenue ($, millions) Adjusted EBITDA Margin (%) Revenue ($, millions) Adjusted EBITDA Margin (%) Revenue ($, millions) Adjusted EBITDA Margin (%) Note: Based on fiscal quarter ended 2/28/2022. Segment adjusted EBITDA not burdened by corporate costs. Not pro forma for acquisitions of Steel Creek and DAAM Galvanizing. 23 $196 $225 14.7% 16.9% Q4 FY2021 Q4 FY2022 Revenue % Adjusted EBITDA Margin $106 $128 31.5% 30.6% Q4 FY2021 Q4 FY2022 Revenue % Adjusted EBITDA Margin $89 $96 6.6% 11.9% Q4 FY2021 Q4 FY2022 Revenue % Adjusted EBITDA Margin
2. AZZ Overview
PUBLIC LENDER PRESENTATION $77 $96 $84 $121 FY19 FY20 FY21 FY22 $856 $987 $819 $935 FY19 FY20 FY21 FY22 AZZ at a Glance Headquarters Facilities Total Employees Note: Financials pro forma for one-time expenses. FY2022 financials pro forma for acquisitions of Steel Creek and DAAM Galvanizing. AZZ growth rates exclude impact of Steel Creek and DAAM Galvanizing acquisitions. Pro Forma FY22 Sales ~3,900 $121 million By Pro Forma Sales ($ in millions) $935 million Pro Forma FY22 Adj. Operating Income >60 Ft. Worth, Texas Pro Forma Sales Contribution By Pro Forma Operating Income PF Adj. Operating Income Contribution Infrastructure SolutionsMetal Coatings Note: totals include corporate expenses ($ in millions) 25 59% 41% 79% 21% North America 88% International 12%
PUBLIC LENDER PRESENTATION 26 Our Current Portfolio Metal Coatings (PF FY22 Sales: $551 million) Infrastructure Solutions (PF FY22 Sales: $384 million) Galvanizing Surface Technologies Electrical Products Industrial Solutions ■ Protects, extends lives and enhances a variety of critical infrastructure products across broad set of industries ■ Powder coatings ■ Plating ■ Anodizing ■ Specialty weld overlay services for critical component maintenance & repair ■ Corrosion & cosmetic benefits ■ Highly automated Note: Financials pro forma for acquisitions of Steel Creek and DAAM Galvanizing. (1) Management estimates. #1 in Hot-Dip Galvanizing of Fabricated Steel Diverse portfolio of Electrical and Industrial businesses Enclosure Systems Switchgear Medium Voltage BusHigh Voltage Bus Lighting SystemsTubular Products ~30%-35% Market Share(1)
PUBLIC LENDER PRESENTATION 27 Our Leading Metal Coatings Business Pro Forma FY22 Sales (% of Total) $551 Million 59% of Total Note: Financials pro forma for acquisitions of Steel Creek and DAAM Galvanizing. (1) Segment adjusted operating income not burdened by corporate costs. (2) Other includes agriculture, bridge & highway, and recreation. Key Facts End Markets ServedBusiness Highlights ◼ Unmatched protection and corrosion resistance for prefabricated steel ◼ Strategic footprint offers significant advantage ◼ Essential service to critical infrastructure ◼ Stable volumes and strong financial performancePro Forma FY22 Adj. Operating Income(1) (% Margin) $134 million 24.3% Facilities 47 ◼ Highly fragmented landscape with diverse end markets ◼ Addresses cosmetic as well as corrosion needs for metal coatings and finishing ◼ Alignment with Galvanizing has provided stronger financial performance Industrial: 25% Construction: 26% Renewable/Utility: 15%OEM: 15% Petrochem: 3% Other: 16%(2) Includes powder coating, anodizing and plating Service Offerings Hot-Dip Galvanizing Surface Technologies
PUBLIC LENDER PRESENTATION 28 # 1 Hot-Dip Galvanizing Market Position in North America ■ Expansive footprint with 41 galvanizing locations throughout North America ▪ Proximity to customers offers competitive advantage ▪ Strong back-office and logistics network drive sales and operational efficiencies ▪ Facilities differentiated on services and quality ■ Compelling platform poised for growth ▪ Adjacency opportunities in corrosion protection ▪ Digital Galvanizing System driving greater operational efficiency, productivity and customer service ▪ Geographic expansion North America’s Largest Independent Hot-Dip Galvanizer of Post-Fabricated Steel
PUBLIC LENDER PRESENTATION Metal Coatings Segment Continues Strong Year-Over-Year Performance Note: Financials pro forma for divestiture of Galvabar. FY2022 financials pro forma for acquisitions of Steel Creek and DAAM Galvanizing. Segment adjusted operating income not burdened by corporate costs. Growth Drivers Sales Adj. Operating Income Margin Near Term PrioritiesHistorical Growth Trajectory ■ Continue to focus on customer service across the platform ■ Effectively integrate recent acquisitions – 9 Metal Coatings segment acquisitions since 2017 ■ Continue to expand Spin Galvanizing and additional expansion of products to our Customers ■ Continue to target 21 – 23% operating margins for the segment – recently exceeding longer-term expectation on improved volumes and customer service excellence ■ Target GDP+ growth driven by expanded and value- added services and continued strategic bolt-on acquisitions ◼ Expanding reach of Digital Galvanizing System ◼ Sales force approach to market ◼ Expand Spin Galvanizing ◼ Focused growth on other coatings applications ($ in millions) 0 0 0 0 0 29 $389 $440 $496 $457 $519 22.1% 19.5% 22.3% 23.5% 24.3% FY18 FY19 FY20 FY21 FY22 Sales Adj. Operating Income Margin $32 $551 DAAM & Steel Creek
PUBLIC LENDER PRESENTATION $238 million (25% of Total) High single digit ~57% T&D ~15% Industrial ~28% Power >95% North America $146 million (16% of Total) Low double digit ~65% Refining ~35% WTE(1) and Other ~65% North America ~17% Netherlands ~11% Poland ~7% Brazil Considerations for Maximizing Value of Infrastructure Solutions Note: Represents FY2022 financials pro forma for one-time expenses. (1) WTE refers to Waste-to-Energy market. Segment OverviewPortfolio Analysis ■ Eleven legacy businesses with minimal overlap – enhancing integration process to drive more synergies ■ Businesses that trail Metal Coatings margin / return criteria, however, improving backlogs and returns in FY2022 ■ Maintain operating focus and cash conservation in current environment ■ Continuing portfolio evaluation – divested two businesses over past two years (Nuclear Logistics and Southern Mechanical Services) ■ End-markets more severely impacted by COVID-19 and still recovering El ec tr ic al P ro d u ct s In d u st ri al S o lu ti o n s Sales PF Adj. Operating margin End-markets Geography mix PF Sales PF Adj. Operating margin End-markets Geography mix 30
PUBLIC LENDER PRESENTATION Infrastructure Solutions is a Portfolio of Diverse Businesses (1) Proportion of FY2022 segment sales of $384 million. Enclosures Switchgear Bus Duct Tubular and Lighting Specialty Weld Overlay High Voltage Medium Voltage % Segment(1) ■ Manufacturer of custom modular enclosures (“e-houses”), as well as relay panels ■ Integration of customer furnished equipment ■ Leading independent provider of 38kV switchgear ■ Padmount and Arc-Resistant Switchgear ■ Global leader in high-voltage SF6 gas insulated bus products ■ Voltage ranges from 115kV to 1,200kV ■ Innovative medium voltage bus duct products ■ Product line includes isolated phase duct, segregated and non-segregated phase duct ■ Harsh and Hazardous Duty Lighting manufacturer with over 75-year history ■ Full length tubing as well as pup-joints – Company’s original business in 1956 ■ Industry leading life extension and repair processes to address low cycle fatigue failure in coke drums and reactors ■ World's largest installed base for the mitigation of fireside corrosion ■ Turnaround driven business Control Centers Power Distr. Centers Data Centers Emergency Mobile Substations Mining Medium Voltage Oil Field Lighting Marine Lighting Full-Length Tubing Water-wall Service Heater / Furnace Service Boiler Services Vessel Service Pipe & Piping Service Coke Drum Repair Isolated Bus Duct System Segregated Bus Duct Systems Non- Segregated. Bus Duct Systems SF6 Gas Insulated Lines Cooling Units High-Current Contact El ec tr ic al P ro d u ct s In d u st ri al So lu ti o n s 22% 21% 7% 6% 6% 38% # of Locations 3 2 2 1 2 5 31
PUBLIC LENDER PRESENTATION ■ Diverse collection of lower margin electrical and industrial businesses with minimal overlap or synergies ■ Evaluating opportunities consistent with becoming a more focused coatings company ■ 5-Year Average Adjusted EBITDA Margin: ~10% ■ Strong portfolio of complementary high margin coating assets ■ Long-term strategy to grow organically and with a robust acquisition program ■ Continued focus on driving profitable growth and expanding coating applications ■ 5-Year Average Adjusted EBITDA Margin: ~29% ■ 9 acquisitions since FY2017 AZZ’s Continued Strategic Transformation Into a Focused Coatings Provider Metal Coatings Infrastructure Solutions AZZ has taken strategic actions in recent years to prioritize its Metal Coatings segment, paving the way for our continued evolution into a focused coatings provider Acquisitions and Divestitures Metal Coatings Infrastructure Solutions FY2017 FY2018 FY2019 FY2020 FY2021 FY2022 Certain Assets of Divestiture K2 Partners, Inc. 32
3. Precoat Metals Overview
PUBLIC LENDER PRESENTATION ■ Leader in the advanced application of protective and decorative coatings and related value-added services for steel and aluminum coil in North America ■ Leading positions and strong track record servicing the fastest growing segments of the most demanding and highest value end markets ■ Highly diversified product and solutions offering across metal substrates and coatings coupled with differentiated value-added processing capabilities ■ Focus on service and embracing complexity with ability to coat both large and smaller runs efficiently ■ Only scaled, independent coil coatings solution provider capable of coating steel and aluminum from multiple sources ■ Network of 13 strategically located manufacturing facilities in close proximity to major customers and metal suppliers, supporting highly efficient supply chain logistics and providing sustainable competitive advantage ■ Superior processing capabilities and operational flexibility, focusing on value-added applications ■ Proven growth strategy focused on substrate diversity, conversion to prepaint opportunities and strategic partnerships with high-value customers and suppliers ■ Diverse blue-chip customer base with long-term relationships and low concentration ■ Attractive financial profile: LTM 12/31/2021 sales of $699 million and adjusted EBITDA of $137 million (~20% margin) ■ ~1,100 employees ■ Corporate office located in St. Louis, Missouri Precoat Metals Is the Leading Independent Metal Coil Coating Solutions Provider in North America Company Snapshot LTM 12/31/2021 Sales Breakdown #1 position across highly attractive and growing end markets 15 coating lines and 17 processing lines 1/3 of coating volume undergoes value-added processing 1.7mm tons volume of metal coated per year Manufacturing Footprint 41% 18% 16% 8% 5% 5% 4% 5% Comm/Ind/Arch Construction Agricultural Construction Residential Construction Appliance HVAC Container Transportation Other 13 12 10 11 9 3 1 4 2 86 75 Differentiated strategic footprint with close proximity to customers, mills and transportation drives significant cost advantages and shorter lead times for customers 34 Highly differentiated coil coating solutions provider distinguished by unique scale, customer service, breadth of offerings and proprietary know-how $75mm+ Investment required to replicate any coating facility, creating sustainable competitive advantage
PUBLIC LENDER PRESENTATION 35 A “One-Stop-Shop” for Coil Coating Solutions and Value-Added Processing Overview of the Coil Coating Process ■ Coil coating is a continuous, highly automated process whereby coatings and film laminates are applied to coils of metal before fabrication into end products ■ Steel or aluminum substrate in coil form is unwound, cleaned on both sides, chemically treated, primed, oven-cured, top-coated, oven- cured again and recoiled for packaging and shipment ■ Value-added processing services are provided subsequent to coating based on customer specifications ■ Coil coating is recognized for its cost effectiveness, aesthetics, field performance and sustainability - the process is a closed loop system with greater than 98% volatile organic compound (VOC) capture and conversion to fuel Precoat’s diversified solutions and service offering support customers across the entire coil coating value chain Precoat Metals Uncoil Coil Stitch Clean & Pre-treat Prime Coat Oven Cure & Quench Top Coat Oven Cure & Quench Coated Coil Bare Metal Coil Coated Metal Coil ships to customer, or has value-add processing Surface Prep Prime Coat Process Top Coat Process Coils up to 72” wide Weighing up to 60,000 lbs / coil Travelling up to 700 feet / minute Flow of material through line
PUBLIC LENDER PRESENTATION 36 Comprehensive Value-Added Processing and Service Capabilities Slitting / Cut to Length ■ Slit master coils into multiple narrower coils / cut master coil into prescribed blank lengths ■ Off-line process completed following coating ■ Customers receive product ready for immediate fabrication Embossing ■ Provides texture to the substrate required in the appliance, garage door, walk-in cooler and RV markets ■ Produces decorative effects and, in many cases, provides added strength to substrate ■ Limited number of supply options for embossing Shape Correction ■ Improves flatness resulting in a higher quality product - ideal for surface critical applications ■ Enhances finish quality and reduces scrap ■ Further improves sheet flatness for applications where mill standard shape is inadequate Printing, Striping & Laminating ■ Gravure and flexographic printing technologies used in line to create a wide variety of decorative designs ■ Application of multi-colored coating stripes to customer specifications ■ Performance oriented and decorative films bonded to metal substrates Warehousing ■ Ability to store inventory of bare and painted coil to facilitate JIT deliveries and large metal buys ■ Supply chain intermediation streamlines procurement and drives savings on freight and lead time ■ Combination of storage and processing capability under one roof limits the number of times material is handled Technical Sales & Service ■ End to end functional design and support tailored to customers provided as part of Precoat’s service equation ■ In-person trial support at every step of supply chain; Precoat personnel are most experienced and expert at efficiently moving from trial to flawless production ■ 24/7/365 rapid response to remediate technical issues onsite at customer locations
PUBLIC LENDER PRESENTATION Commercial Independence • No direct metal or coating source affiliations • Customers can multi-source metal and coatings Transparency • No conflicts of interest between internal needs and customer orders Service Orientation • Unparalleled product and processing capabilities • Short lead time and flexible scheduling • Warehousing capacity for over 500,000 tons of customer metal Insulated From Commodity Pricing Fluctuations • No metal or coatings price risk - Customers purchase all metal - Pass through all coating price increases to customers - Unique industry footprint, capability to process orders through any period of equipment downtime High Cash Flow • No metal inventory and limited working capital • Well-invested network requires limited capital requirements 37 Differentiated Business Model as Service-Oriented Independent Toll Processor Precoat fulfills critical customer needs for service and flexibility without holding any metal inventory or taking any metal or coatings price risk Key AdvantagesToll Processing Model Overview Customers Orders are placed for finished product with Precoat based on specified color, coating and value-added services Customers order unfinished metal coils from mills and service centers Customers specify coatings that Precoat buys Ships finished product to customers Customer-owned unfinished steel & aluminum coils shipped from mills to Precoat facilities Precoat uses best- in-class coating lines to coat customer-owned metal to specification Complementary value-added processing (e.g. slitting, embossing) subsequent to coating Additional services to improve sourcing agility and customers’ supply chain performance
PUBLIC LENDER PRESENTATION 38 Leading Positions in Key End Markets Construction Appliance HVAC Container Transportation Market Position(1)Representative Product Applications Broad product offering across major end markets solidifies Precoat’s leading position (1) Estimated coil coating market position. Structural and Mechanical Last Mile Warehousing Farm Storage Structures Animal Confinement Barndominium Weathered Metal Roof Print #1 Overall Commercial / Industrial / Architectural Agricultural Residential Large Appliances Walk-in Coolers Display Cases HVAC Systems Water Heaters HVAC Accessories Food & Beverage Containers General Line Containers Barrels, Drums and Pails Trailers & RVs Buses Automotive Lightweighting Cargo / Truck Trailers #1 Entry Doors #2 Garage Doors #1 #1 (Joint) #1 #1 Buses #1 Trailer
PUBLIC LENDER PRESENTATION 39 Unique Competitive Advantage Supported by Best-in-Class Service Precoat’s Positioning within the Prepainted Coil Coating Competitive Landscape Size reflects tonnage Limited Comprehensive Narrow Diverse P ro d u ct a n d M ar ke t A p p lic at io n F o cu s Service Offering & Processing Capability Diversity MSC Am Nickleoid Cornerstone Ternium SDI Novelis Vorteq Berridge Arrow Nucor Kaiser Asia Precoat Metals Clear industry leader with entrenched advantages as a unique independent toll coater • Only independent coil coating solutions provider of scale serving every end market • Both large and small, complex runs • Full breadth of value-added service offerings • Unmatched footprint in close proximity to customers, suppliers and key modes of transportation • Smaller, sub-scale regional players • Inability to provide full-suite of capabilities across multiple locations • Focus on smaller, niche orders and targeted end markets • Broad sourcing ability, but limited substrate diversity • Channel conflict due to other businesses in their portfolio • Market breadth typically narrow • Smaller scale • Narrow focus on captive business requirements • Coil coating is non-core • Freight optimization is a challenge • Significant scale, but lack commercial independence • Preference for large runs • Broad set of coating capabilities • Lack of metal sourcing flexibility • Limited value-added processing Other Independent Processors Captive / Toll Coaters Pure Captive Coaters Integrated Steel & Aluminum Mills Best-Positioned Across All Competitive Criteria Product & Market Offerings & Processing Capabilities Substrate Range Surface Criticality Sourcing Latitude Market Breadth Value-Added Processing Service Flexibility Line Spec Capabilities Redundancy / Footprint Flexibility
4. Industry Overview
PUBLIC LENDER PRESENTATION 41 U.S. Prepainted Coil Industry Prepainted coil is a subsegment of the overall metal materials market which adds valuable performance, durability, texture and aesthetics Commentary Prepaint Subsegment with Broader Metal Materials U.S. End Market Breakdown(1) U.S. Prepainted Coil Market(1) U.S. Regional Breakdown(1) ■ The prepainted coil market is a ~$3.7bn industry in the U.S. and accounts for 8% of the broader steel and aluminum materials market, as well as 15% of all sheet/coil steel and aluminum in 2021E ■ The prepainted segment serves a diverse set of end markets and is benefitting from positive trends in key end markets, including a broader trend of customers adopting or converting to the use of prepainted coil instead of uncoated or postpainted materials ■ Since 2017, prepainted coils have gained an estimated ~6% share of the total U.S. coating volume, and the prepainted market is expected to grow at a 6.5% CAGR from 2021E – 2026E ~8.5mm tons Prepainted Coil ~25.5mm tons Coated Market ~57.9mm tons Sheet / Flat-Rolled Coil ~112.2mm tons Steel & Aluminum Materials 6.5% Prepainted Coil 2.1% Sheet Steel 5.7% Sheet Aluminum ‘21–’26E CAGR Diversity of application demand and growth of metals, particularly in construction & containers, expected to generate strong growth for prepainted coils over the next 5 years Precoat is the clear leader in the prepainted market, which drives above end market growth rates due to increasing focus on conversion from postpaint to prepainted coils Precoat’s footprint in close proximity to major customers, metal suppliers and major ports supporting a highly efficient supply chain in key regions (1) Reflects 2020 US market mix. Midwest 36% South 37% West 15% Northeast 12% Precoat 20% Cornerstone 10% SDI 7% Novelis 5% Steelscape 3%MSC 3% Kaiser 3% Vorteq 3% Ternium 2% Imports 13% Other 31% Commercial/ Industrial/ Architectural Construction 26% Agricultural Construction 12% Residential Construction 10% Appliance 3% HVAC 9% Container 23% Transportation 10% Other 7%
PUBLIC LENDER PRESENTATION 42 Demand for Coil Coating Is Expected to Significantly Outpace Market Capacity Rebound in Demand Conditions Shift to Prepaint Coating Tight Supply With New Lines Needed to Meet Projected Demand Precoat’s Coil Coating Volume (in millions tons) 2021E Prepaint Subsegment by U.S. Coating Volume U.S. Coil Coating Demand vs. Capacity (in millions tons) Highly attractive market environment with demand outpacing supply ■ Recovery from 2018-19 period that was impacted by Section 232, Trade War between the U.S. and China, and abnormally severe flooding ■ Impact of retaliatory tariffs has abated ■ COVID-impacted sectors have begun to recover with volumes approaching normalized levels ■ Precoat is the leader in prepainted metal, which is coated prior to manufacturing the end product ■ Customers increasingly relying on prepainted metal due to product performance, sustainability and savings – Driving customer conversion from postpaint to prepaint ■ Prepainted metal has been gaining share in the overall coated metal market, a trend that is expected to continue ■ Market demand expected to significantly outgrow capacity, likely requiring 14 new high-end lines to meet projected volume at current utilization rates ■ Particularly tight capacity in container and aluminum ■ Precoat has available capacity to address growth in end market demand and deliver on its business plan ~8.5mm tons Prepainted Coil ~25.5mm tons Coated Market ~57.9mm tons Sheet / Flat-Rolled Coil ~112.2mm tons Steel & Aluminum Materials Trade War COVID 6.5% Prepainted Coil 2.1% Sheet Steel 5.7% Sheet Aluminum ‘21–’26E CAGR ~3.1mm ton deficit requiring ~14 lines Capacity at current industry utilization 8.5 9.4 10.3 10.5 10.9 11.6 2021E 2022E 2023E 2024E 2025E 2026E 1.7 1.6 1.5 1.5 1.7 2017A 2018A 2019A 2020A 2021A
PUBLIC LENDER PRESENTATION ■ Precoat’s broad and diverse range of capabilities across substrates, sizes and gauges provide ability to support applications spanning all end markets ■ Highest level of volume growth of steel in the market is expected to come from the construction segment – Tailwinds in residential and targeted nonresidential building applications ■ Containers segment is expected to lead the way in prepainted aluminum usage – Beverage cans – Food cans – Industrial adhesives / paints / sealants containers ■ Appliance segment is projected to experience the highest prepainted growth rates – Strong market tailwinds – Significant postpaint to prepaint conversion trends 43 U.S. Prepainted Coil Coating End Market Trends (in millions of short tons) U.S. Annual Prepainted Coil Shipment Demand Volume Long-Term Growth 7.8 7.7 7.5 8.5 9.4 10.3 10.5 10.9 11.6 2018A 2019A 2020A 2021E 2022E 2023E 2024E 2025E 2026E Comm./Ind./Arch. Construction Agricultural Construction Residential Construction Appliance HVAC Container Transportation Other Source: Ducker Holdings LLC.
5. Key Credit Highlights
PUBLIC LENDER PRESENTATION 45 Key Credit Highlights Sustainable Competitive Advantage from Highly Strategic Facilities Footprint Significantly Enhanced Scale and Attractive Margin Profile Nearly Pure-Play Metal Coatings Company with Leading Positions Across the Value Chain Diverse Blue-Chip Customer Base with Long-Term Relationships and Low Concentration Resilient Financial Performance Through the Cycle Strong Free Cash Flow Generation and Demonstrated Track Record of Prudent Balance Sheet Management Experienced Management Team with History of Organic Growth and M&A Integration 1 2 3 4 5 6 8 Highly Attractive End Markets Benefitting from Accelerating Tailwinds7
PUBLIC LENDER PRESENTATION 46 Precoat Metals Advances AZZ’s Strategy of Becoming Predominantly a Metal Coatings Company Highly Complementary Acquisition With Strong Strategic Fit Precoat Metals Sales $551 million $699 million Substrate Steel Steel, Aluminum Value Chain Post-Fabrication Pre-Fabrication Solutions Offering End Mark ts Market Position #1 in hot-dip galvanizing in North America #1 independent coil coating provider across end markets Note: Based on financials as of LTM 2/28/2022 for AZZ and LTM 12/31/2021 for Precoat. AZZ financials include pro forma impact of Steel Creek and DAAM Galvanizing acquisitions. • Hot-dip galvanizing • Spin galvanizing • Powder coating • Anodizing • Plating • Other surface coating applications • Industrial • Construction • OEM • Renewable / Utility • Petrochem • Other • Prepaint coating • Shape correction • Cut-to-length • Slitting • Embossing • Laminating / printing • Construction • Appliance • HVAC • Container • Transportation • Other Metal Coatings Acquisition of Precoat represents a continued transition of AZZ from a portfolio of businesses to a focused provider of coating and galvanizing solutions for critical applications More than Doubles Coatings-Related Sales 1 Nearly Pure-Play Metal Coatings Company with Leading Positions Across the Value Chain Metal Coatings 59% Infrastructure Solutions 41% North America 88% International 12% Metal Coatings 34% Infrastructure Solutions 23% Precoat Metals 43% North America 93% International 7%
PUBLIC LENDER PRESENTATION 47 Precoat is the Leading Independent Coil Coating Solutions Provider in North America Highly differentiated coil coating solutions provider participating in every market with the most diverse range of capabilities and service offerings Precoat is the Clear Industry Leader in the U.S.… … with Leading Positions Across End Markets Construction Appliance HVAC TransportationContainer #1 Entry Doors #1 Buses#1 (Joint) #2 Garage Doors #1 Trailer#1 Overall #1 Overall#1 Overall 1 Precoat 20% Cornerstone 10% SDI 7% Novelis 5% Steelscape 3%MSC 3% Kaiser 3% Vorteq 3% Ternium 2% Imports 13% Other 31% 2x Larger Share Than Next Competitor 6x Larger Share Than Next Independent Competitor
PUBLIC LENDER PRESENTATION $699 Revenue Adjusted EBITDA and Margin Pro Forma Pro Forma 17.6% 19.7% 18.5% Note: Based on financials as of LTM 2/28/2022 for AZZ and LTM 12/31/2021 for Precoat. AZZ financials pro forma for acquisitions of Steel Creek and DAAM Galvanizing. (1) Does not include any estimated run-rate synergies. 48 ($ in millions) ($ in millions) 2 $1,634 $935 Metal Coatings Infrastructure Solutions Precoat Metals Nearly doubles revenue and adjusted EBITDA✓ Increases higher margin coating mix✓ Compelling opportunity for additional margin upside✓ Coatings Related Coatings Related $165 $137(1) $302 Significantly Enhanced Scale and Attractive Margin Profile
PUBLIC LENDER PRESENTATION 49 3 Sustainable competitive advantage from irreplicable facilities footprint with high barriers to entry ✓ Highly strategic footprint with close proximity to customers and internal network of site adjacencies Strong, centralized back-office and logistics network driving sales and operational efficiencies ✓ ✓AZZ Metal Coatings Precoat Metals Sustainable Competitive Advantage from Highly Strategic Facilities Footprint
PUBLIC LENDER PRESENTATION ■ State-of-the-art coating lines at all of Precoat’s facilities ■ Largest facility footprint and capacity in the industry provides a highly efficient supply chain and creates sustainable competitive advantage – $75mm+ investment would be required to replicate a Precoat coating facility ■ Unmatched scale and customer reach provides sourcing flexibility, proximity to customers and redundant capacity – Customers can purchase metal from multiple sources, including foreign sources – Ability to shift work between plants limits work disruption and offers significant risk mitigation to customers ■ Expansive footprint leads to short lead times, quick order turnarounds, freight advantages and scheduling flexibility – Ability to optimize supply chains and maximize logistics savings – Typical shipping radius for prepainted coils is 300 miles ■ Warehousing capacity for over 500,000 tons of customer metal 50 Purpose-built footprint in close proximity to major customers, metal suppliers and major transportation hubs enables highly efficient supply chain logistics and provides a sustainable competitive advantage Key Competitive Advantages Historical investments in differentiated equipment, facility footprint and capabilities have established a sustainable competitive advantage for Precoat 15 State-of-the-art coating lines across 13 facilities with 17 value-added processing lines 40%+ Of customers are serviced from multiple Precoat facilities 300 miles Typical shipping radius for prepainted coils underscores importance of proximity $75mm+ Investment required to replicate any Precoat coating facility, creating sustainable competitive advantage Precoat Facilities Flat Rolled Steel Mills Flat Rolled Aluminum Mills Flat Rolled Stainless Mills Key Ports of Entry Mississippi / Ohio River 12 13 10 11 8 7 6 5 12 4 3 9 3 Precoat’s Strategic Footprint Provides a Distinct Competitive Advantage
PUBLIC LENDER PRESENTATION Representative Customers 51 4 ~3,000 Total Customers Diverse Customer Base With No Customer Accounting For >5% of Sales 85% of Top 25 Customer Relationships 10+ Years 600+ Total Customers Diverse Customer Base With No Customer Accounting For >7% of Sales 25+ Years Average Tenure of Top 10 Customers Representative Customers Diverse Blue-Chip Customer Base with Long-Term Relationships and Low Concentration
PUBLIC LENDER PRESENTATION 52 Long-standing, primary-source customer relationships with leading end use industry players Proven track record of winning new business and retaining customers across end markets ■ Sticky customer relationships underpinned by multi-year agreements with top customers ■ Customer base spans end markets, including manufacturers and distributors ➢ No customer accounted for greater than 7% of sales in 2021 ■ Precoat is the primary supplier to 15 of its top 20 customers, with the majority of sales from customer relationships exceeding 25 years End Market Representative Products Representative Customers Commercial / Industrial Construction Metal roofing, siding Ag. Construction Storage buildings, animal confinement Res. Construction Barndominiums, metal roofing Transportation RVs, auto panels, truck trailers, buses Appliance Refrigeration, laundry, cooling HVAC Air conditioning, heating Customer Breakdown Customer Mix by Sales By Relationship Length 600+ Total Customers ~3 Years Agreement Length with Top Customers 25+ Years Average Tenure of Top 10 Customers ~7% Revenue Contribution from New Customers Precoat’s Customer Differentiation • Scale to serve customers nationally • Broad service offerings • Value-added capabilities • Proprietary manufacturing ‘know-how’ • Technological differentiation • User-friendly – small and large runs, customer interface • Operational flexibility / shorter lead times 4 25+ Years 51% 15 - 25 Years 19% 10 - 15 Years 14% 5 - 10 Years 9% <5 Years 7% 7% 5% 4% 4% 3% 3% 3% 2% 2% 2% Other 65% Precoat’s Entrenched, Long-Term Relationships with Diverse Blue-Chip Customers
PUBLIC LENDER PRESENTATION AZZ Precoat Metals(1) 53 5 (1) Reflects Precoat historical adjusted EBITDA figures as disclosed by Precoat. ($ in millions) ($ in millions) $54 $86 $85 $85 $100 16.7% 20.9% 23.7% 22.3% 21.4% FY2008 FY2009 FY2010 FY2011 FY2012 Adjusted EBITDA Margin (%) $51 $59 $42 $57 $71 12.0% 12.4% 11.6% 14.2% 15.0% CY2007 CY2008 CY2009 CY2010 CY2011 Adjusted EBITDA Margin (%) Resilient Financial Performance Through the Cycle
PUBLIC LENDER PRESENTATION 54 Highly Resilient Business During Great Recession Highly Variable & Flexible Cost Structure Precoat’s tolling model and highly variable cost structure provide a highly sustainable growth, profitability and free cash flow trajectory Demonstrated resilient performance through market downturns supported by a highly variable cost structure and no commodity price exposure ■ 2009 represented the only time Precoat revenue declined by >5% in last 25 years, with no consecutive years of sales decline ■ Even when Precoat was a smaller business, margins were sustained through the Great Recession and quickly recovered to pre-downturn EBITDA levels within ~2 years No historical revenue or margin correlation to steel pricesHighly variable cost structure and flexible operating model Tolling model provides cost pass through as customers direct input buys Extremely low net working capital requirements 2009 2010 2011 2012 2013 2014 2016 2017 2018 2019 20202015 60 70 80 90 100 110 120 130 Precoat Construction ASP ($/ton) Galvalume AZ50 ($/ton) (% Indexed to 2012 price) 5 Insulation from Commodity Pricing Volatility Variable 87% Fixed 13% Precoat’s Highly Flexible Operating Model Drives Resiliency
PUBLIC LENDER PRESENTATION 73% 8% 7% 5% 2% Material Costs Labor Supplies Utilities Other 87% 8% 5% Variable Costs Fixed SG&A Cost Breakdown (2021) 55 Note: Based on unadjusted financials and excludes D&A. Due to high material cost mix and flexible labor arrangements, Precoat enjoys a highly variable cost structure that supports stability and cycle resiliency. Toll processing model eliminates the need to own the metal at any point through the process, thus eliminating any exposure to metal price fluctuations Highlights Total Operating Costs Total Variable Costs 7 6 5 4 3 2 1 ■ Represents COGS for shipping supplies ■ Comprised primarily of indirect labor (engineering and quality management) and insurance expenses ■ Includes coatings, laminates, metal treatments and solvents ■ Derived of coating line and secondary processing labor, operations support, shipping, quality control and maintenance ■ Represents energy spend on electricity and natural gas ■ Includes production, maintenance and safety supplies and employee fringe benefits ■ Captures SG&A payroll, bonus, travel & entertainment and other SG&A costs 1 Fixed Costs 3 Material Cost 4 Labor 6 Utilities 7 Other 5 Supplies 2 SG&A COGS 5 Precoat’s Meaningful Variable Cost Structure Provides Enhanced Agility
PUBLIC LENDER PRESENTATION 56 6 ■ AZZ and Precoat exhibit strong cash conversion and working capital management ■ Limited working capital and capex requirements ■ Historical investments driving continued profitable growth and margin performance Cumulative 3-Year Adjusted Free Cash Flow(1) 102% 76% Note: Reflects fiscal year ending February 28 for AZZ and fiscal year ending December 31 for Precoat. AZZ financials not pro forma for acquisitions or divestitures. (1) AZZ adjusted free cash flow defined as adjusted free cash flow from operations less capex. Precoat adjusted free cash flow defined as adjusted EBITDA less change in net working capital and capex. (2) Adjusted free cash flow conversion defined as adjusted free cash flow divided by adjusted net income. (3) Adjusted free cash flow conversion defined as adjusted free cash flow divided by adjusted EBITDA. ($ in millions) $215 FY2020 - FY2022 $243 CY2019 - CY2021 Free Cash Flow Conversion(2) Free Cash Flow Conversion(3) Strong Free Cash Flow Generation
PUBLIC LENDER PRESENTATION Net Leverage Near-Term Focus on Rapid Deleveraging ■ Pro forma net leverage of 5.0x (4.2x following conversion of Subordinated Convertible Notes into Series A Convertible Preferred Shares) as of 2/28/2022 with goal of returning to <3.0x by the end of FY2024, in line with AZZ’s publicly committed long-term target of 2.5x to 3.0x ■ Strong free cash flow generation supports deleveraging priority and future growth (Net Debt / Pro Forma LTM Adjusted EBITDA) (1) Based on financials as of LTM 2/28/2022 for AZZ and LTM 12/31/2021 for Precoat. AZZ financials include pro forma impact of Steel Creek and DAAM Galvanizing acquisitions. 57 6 (1) 2.4x 1.7x 0.9x 1.5x 1.5x 4.2x <3.0x 2.5x 5.0x 3.0x FY2018 FY2019 FY2020 FY2021 FY2022 Pro Forma 2/28/2022 FY2024 Target Long-Term Target Demonstrated Track Record of Prudent Balance Sheet Management
PUBLIC LENDER PRESENTATION 58 7 AZZ’s Post-Fabrication Hot-Dip Galvanizing business is focused on the subset of the overall metal coatings materials market which protects post-fabricated steel structures from corrosion, using zinc, a environmentally friendly infinitely reusable material Strong demand outlook for post-fabricated steel benefitting from positive trends in key end markets ■ AZZ is North America’s largest independent provider of hot-dip galvanizing to the post-fabrication metal market ■ Recreation market has seen a surge in investment due to recent COVID pandemic (boat trailers, docks, RV frames) ■ Agriculture construction has significant headroom coming off the lowest levels in 20 years following the trade war between the U.S. and China, driving investment and construction of agriculture equipment and structures ■ Petrochem market seeing the return of capital projects as oil prices rise ■ Bridge and highway construction being driven higher due to government spending on infrastructure and a growing number of structurally deficient bridges ■ OEM (truck and trailer) market seeing record high orders as transportation companies struggle to keep up with demand ■ Electrical/T&D market investment is being driven by grid hardening, resiliency, renewable integration which drives demand for galvanized poles, lattice towers, solar sub-frames ■ General construction market driven by growth and investment in North America and the return to on-shore manufacturing ■ Industrial demand for hot-dip galvanizing growing with several large multi-year industrial projects active throughout the U.S. ■ The hot-dip galvanizing market penetration in North America is ~33%, whereas in Europe it is more developed at ~50%+; North America has an opportunity to grow to similar penetration rates ■ Hot-dip galvanizing market is benefitting from end-market conversion away from wet-spray paint (VOC/ESG issues) to a more environmentally friendly option (hot-dip galvanizing) Recreation Industrial Construction Electrical/T&D OEM Bridge & Hwy Petrochem Agriculture Highly Attractive End Markets Benefitting from Accelerating Tailwinds
PUBLIC LENDER PRESENTATION 59 Precoat is well-positioned in highly stable end markets with secular tailwinds and “new norms” in prepainted segment driving above end market growth Diverse, Growing Markets Foundation for Robust Market Growth Across End Markets Precoat 2021A Revenue by End Market Metal Materials Market Growth Prepainted Metal Subsegment Growth Commercial/ Industrial/ Architectural Construction Agricultural Construction Residential Construction Appliance HVAC Container Transportation Other 2-3% 2-3% 2-3% 5-8% 3-5% 5-10% 4-7% 1-2% 5.9% 4.6% 3.2% 16.6% 3.8% 9.5% 4.9% 3.2% Normalizing Trends Affecting End Market Growth Rates: ✓ Construction: ✓ Non-Res: Rebounding demand in commercial sectors such as offices ✓ Agriculture: Market has stabilized coming out of Trade Wars, with significant pent-up construction demand following rebound in equipment spend ✓ Res: Strong momentum in housing starts ✓ Appliance/HVAC: Manufacturing restart post-COVID ✓ Transportation: Strong post-COVID recovery across automotive sector Accelerating Secular Tailwinds and “New Norms” Driving Outsized Growth in Prepainted Metal: ✓ Construction: ✓ Non-Res: Growth in last-mile warehousing, cold storage facilities and data centers as online shopping delivery and digital asset build outs accelerate ✓ Residential: Increasing adoption of metal housing and roofing ✓ Transportation: Megatrends including automotive lightweighting and increased demand for supported vehicle types (last-mile delivery vehicles, RVs and tractor trailers) ✓ Container: Sustainability/recyclability megatrends driving conversion from plastic to aluminum; “keg to can” trend of at-home beverage consumption; increased use of decorative coatings ✓ Appliance: Accelerating OEM conversion from use of postpainted to prepainted metal Additional Upside: – Early innings in agricultural construction recovery – Infrastructure bill to spur additional upside across end markets with potential to add ~700k tons per year of incremental prepainted coil demand – OEMs increasingly interested in outsourcing to core competency providers – Electrification trends driving demand for battery housing in electric vehicles metal 1 2 3 + ~3% Broader End Market Growth Rate + ~3% Incremental Growth from Prepainted Exposure + UPSIDE Multiple levers and new market opportunities could drive further, outsized growth 3 2 1 + ~6% 7 41% 18% 16% 8% 5% 5% 4% 5% Highly Attractive End Markets Benefitting from Accelerating Tailwinds (Cont’d)
PUBLIC LENDER PRESENTATION 60 Tom Ferguson President and Chief Executive Officer Kurt Russell President & COO Precoat Bryan Stovall President & COO Metal Coatings Gary Hill President & COO AIS Philip Schlom Chief Financial Officer David Nark SVP of Marketing, Communications and Investor Relations Since 1993 9 Years at AZZ 3 Years at AZZ 9 Years at AZZ 12 Years at Precoat 29 Years at AZZ 14 Years at AZZ and Predecessors Prior Experience 8 Combined corporate culture and shared vision of value-added metal coating solutions and best practices to drive continuous improvement across businesses✓ Precoat will be operated as a standalone reporting segment, limiting overall integration complexity✓ Precoat management team to join AZZ and remain with the business, providing continuity and consistency✓ Experienced Management Team with History of Organic Growth and M&A Integration
6. Financial Overview
PUBLIC LENDER PRESENTATION 62 Pro Forma Historical Financial Performance (FY2020 – FY2022) Revenue Adjusted EBITDA ($ in millions) ($ in millions) Capex Adjusted EBITDA – Capex ($ in millions) ($ in millions) Note: Reflects fiscal year ending February 28 for AZZ and fiscal year ending December 31 for Precoat. AZZ financials pro forma for the divestitures of Galvabar, NLI and SMS and one-time expenses. AZZ FY2022 financials pro forma for acquisitions of Steel Creek and DAAM Galvanizing. Reflects AZZ reported and adjusted financials for each fiscal year presented and Precoat financial information received during due diligence, which does not necessarily reflected audited financials. Does not include any estimated run-rate synergies. (1) Not pro forma for acquisitions of Steel Creek and DAAM Galvanizing. 6.4% (17.0%) 10.2% (1) (0.3%) 1.8% 22.3% 3.9% (10.1%) 15.1%(1) % YoY Growth AZZ Precoat Total $987 $819 $935 $561 $572 $699 $1,548 $1,391 $1,634 FY2020 FY2021 FY2022 AZZ Precoat $149 $125 $165 $86 $95 $137 $235 $220 $302 FY2020 FY2021 FY2022 AZZ Precoat 15.1% 15.3% 17.6% 15.4% 16.5% 19.7% 15.2% 15.8% 18.5% % Margin AZZ Precoat Total 3.5% 4.7% 3.1% 3.8% 2.8% 3.2% 3.6% 3.9% 3.1% % of Sales AZZ Precoat Total 11.6% 10.5% 14.5% 11.6% 13.8% 16.4% 11.6% 11.9% 15.3% % Margin AZZ Precoat Total $34 $39 $29 $21 $16 $23 $56 $55 $51 FY2020 FY2021 FY2022 AZZ Precoat $115 $86 $136 $65 $79 $115 $180 $165 $251 FY2020 FY2021 FY2022 AZZ Precoat
PUBLIC LENDER PRESENTATION 63 ($ in millions) CY2019 CY2020 CY2021 ‘19A – ‘21A CAGR Revenue $561 $572 $699 11.6% % Growth (0.3%) 1.8% 22.3% Cost of Sales (455) (456) (536) Gross Profit $106 $115 $163 24.0% % Margin 18.9% 20.2% 23.4% SG&A & Other (11) (13) (12) EBITDA $95 $102 $152 26.1% % Margin 17.0% 17.9% 21.7% Adjustments (2) (0) (7) Standalone Costs (7) (7) (7) Adjusted EBITDA $86 $95 $137 26.2% % Margin 15.4% 16.5% 19.7% Adjusted Free Cash Flow Adjusted EBITDA $86 $95 $137 26.2% Change in Net Working Capital (6) (4) (6) Capex (21) (16) (23) Adjusted Free Cash Flow $59 $75 $109 35.7% % Conversion 68.5% 79.0% 79.2% Precoat Historical Financial Performance (CY2019 - CY2021) Commentary Revenue ■ Revenue CAGR of 11.6% from 2019 – 2021 ■ Volume recovery from ~1.5 million tons in 2019 / 2020 to ~1.7 million tons in 2021 ‒ 2018 / 2019 volumes impacted by Trade War, 2020 volumes impacted by COVID-19 pandemic ■ History of achieving price increases every 1.4 years on average Gross Margin ■ Gross profit CAGR of 24.0% from 2019 – 2021 ■ Driven by revenue growth as described above as well as Precoat’s ability to pass through rising material costs to customers due to tolling model, resulting in margin increase of ~450 bps from 2019 – 2021 EBITDA ■ EBITDA CAGR of 26.1% from 2019 – 2021 ■ Driven by same factors as gross margin in addition to steady SG&A costs averaging ~$12 million in each year, contributing to EBITDA margin expansion of ~470 bps Adjustments ■ Reflects AZZ management’s view of diligence adjustments to Precoat EBITDA, including items related to T&E expense normalization, price increases and bonus normalizations Standalone Costs ■ Reflects AZZ management’s preliminary estimate of Precoat standalone costs of ~$7 million Change in Net Working Capital ■ Net working capital of 2-3% of sales each year Capex ■ Maintenance capex of ~$13 million in 2019 and 2020, ~$15 million in 2021 ■ Growth capex of ~$8 million, ~$2 million and ~$5 million in 2019, 2020 and 2021, respectively, associated with facility expansion and upgrades 1 2 3 5 7 6 1 2 3 4 5 6 7 4
PUBLIC LENDER PRESENTATION Non-GAAP Pro Forma Adjusted EBITDA Reconciliation 64 ($ in millions) AZZ Precoat Pro Forma (Excl. Synergies) Estimated Synergies (50% Credit)(2) Pro Forma (Incl. Synergies) Net Income $84 Interest 6 Taxes 22 Depreciation & Amortization 45 EBITDA 157 Restructuring & Impairment Charges (2) Precoat Acquisition Cost Adjustment 2 Adjusted EBITDA 157 Pro Forma Impact of Acquisitions(1) 8 Pro Forma Adjusted EBITDA $165 $137 $302 $5 $307 Note: Based on financials as of LTM 2/28/2022 for AZZ and LTM 12/31/2021 for Precoat. (1) Reflects pro forma full year EBITDA impact of Steel Creek and DAAM Galvanizing acquisitions. (2) Includes 50% credit for $10 million of estimated run rate synergies.
PUBLIC LENDER PRESENTATION 65 Preliminary Estimated Synergies Overview Bucket Amount Commentary Corporate Procurement Other SG&A $4 million 0.6% of Precoat’s CY2021A Sales 14.4% of Precoat’s CY2021A SG&A $2 million - $3 million 0.3% - 0.4% of Precoat’s CY2021A Sales 0.4% - 0.6% of Precoat’s CY2021A Variable Costs $3 million - $4 million 0.4% - 0.6% of Precoat’s CY2021A Sales 10.8% - 14.4% of Precoat’s CY2021A SG&A ■ Consolidation of select redundant corporate functions that were previously performed for Precoat by Sequa that will now be covered by AZZ ■ Savings related to cost efficiencies with general SG&A, payroll and business systems and employee benefit structures ■ Potential savings from increased scale with certain suppliers / procurement functions. Examples include paints used by AZZ at much lower volumes than Precoat, combined purchasing power for highly utilized assets like forklifts, etc. Total: ~$10 million 0.6% of Combined Company Pro Forma Sales(1) . (1) Based on financials as of LTM 2/28/2022 for AZZ and LTM 12/31/2021 for Precoat. AZZ financials include pro forma impact of Steel Creek and DAAM Galvanizing acquisitions.
Appendix
PUBLIC LENDER PRESENTATION Pro Forma Organizational Structure 67 AZZ New $400 million Secured Revolving Credit Facility New $1,300 million First Lien Term Loan Arbor Crowley, LLC Sequa Mezzanine Holdings LLC Borrower Guarantors* AZZ Metal Coatings Subsidiaries* AZZ Infrastructure Solutions Subsidiaries* Precoat Subsidiaries* Credit Group Public Shareholders * Final list of guarantors subject to confirmation, but in any event, to include substantially all direct and indirect subsidiaries of AZZ Inc. subject to customary exceptions.