#1Confidential Discussion Materials Prepared for the Pioneer Special Committee ared वा Regarding Project Pioneer April 30, 2014 STRICTLY CONFIDENTIAL Bank of America Merrill Lynch LOX For more investment banking materials, visit www.10xebitda.com Mer#2Notice to Recipient Confidential Bank of America Merrill Lynch "Bank of America Merrill Lynch" is the marketing name for the global banking and global markets businesses of Bank of America Corporation. Lending, derivatives, and other commercial banking activities are performed globally by banking affiliates of Bank of America Corporation, including Bank of America, N.A., member FDIC. 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LOX For more investment banking materials, visit www.10xebitda.com#3Confidential Discussion Materials Prepared for the Pioneer Special Committee Table of Contents 1. Introduction 2. Review of Preliminary Indication Received 3. Preliminary Valuation Considerations 4. Next Steps Appendix A. Valuation Supporting Details B. Potential Strategic Buyer Affordability Analysis LOX For more investment banking materials, visit www.10xebitda.com Bank of America Merrill Lynch 1 6 9 18 19 19 27#4Introduction Bank of America Merrill Lynch TOX For more investment banking materials, visit www.10xebitda.com Bank of Am Merrill Lyn#5Introduction 1 ■ ■ Since the March 27 Special Committee meeting, several notable Pioneer developments have occurred: Pioneer share price has declined 10.6 % from $11.16 on our March 27th meeting¹ to $9.98, com pared to flat performance for the S&P 500 Pioneer closed the quarter ending March 31st on April 24 th, with mixed performance versus street expectations: Q3 2014 EBITDA of $17.1mm, (4.6%) below street estimates of $17.9mm EBITDA delta driven primarily by lower PELLC unit distribution jobs and continued weakness at Klondyke and Pine Valley, partially offset by stronger than expected storm results 1 Management updated the management forecasts on April 9, 2014 following a detailed performance discussion with divisional leadership given continued weakness in Q3 and better visibility into Q4 Bank of America Merrill Lynch 2014 includes flow-through impact of changes in Duke and PPL contracts, de lays in material procurement and wet weather impact on overhead distribution 2015E-2018E growth profile unchanged, yet starting off a lower 2014E base Moderated escalation of G&A cost from 5% to 3% given historical trends With respect to Project Pioneer, several notable steps have been undertaken: th Pioneer management conducted executive presentations with Court Square and Party A on April 14 in New York and with Party B on April 17th telephonically th Pioneer facilitated a due diligence session for Court Square on April 28 in Mt. Airy with focus on fleet/asset base, operations (including HR), and miscellaneous balance sheet items Management provided supplemental diligence materials, including an update on Q3 actual performance, to Court Square, Party A and Party B and addressed their respective diligence questions and requests to facilitate submission of a preliminary non-binding indication of interest On April 29, Court Square submitted a non-binding indications of interest for $12.75 per share in cash Party B and Party A decided not to submit an indication of interest Potential next steps for the Special Committee: Consider the Court Square preliminary indication of interest and other market feedback received Weigh that preliminary indication versus the perceived risks and opportunities inherent in the standalone plan Based on stock price as of March 24, 2014 ond April 25, 2014 rospectively. LOX For more investment banking materials, visit www.10xebitda.com#6Introduction Recap of Key Events to Date Date February 19, 2014 March 8, 2014 March 22, 2014 March 27, 2014 March 28, 2014 April 4, 2014 April 9, 2014 April 14, 17, 2014 April 18, 2014 April 14 April 28, 2014 April 29, 2014 April 30, 2014 ■ ■ Pioneer receives an unsolicited indication of interest from Court Square for $12.50 - $13.00 per share in cash L The Special Committee appoints Bank of America Merrill Lynch as financial advisor ■ Bank of America Merrill Lynch presentation to the Special Committee Special Committee reviews management forecasts Bank of America Merrill Lynch presentation to the Special Committee on preliminary valuation considerations and strategic buyer affordability 7 Special Committee reviews management forecasts B Bank of America Merrill Lynch discussion with the Special Committee ■ Special Committee reviews supplemental financial information on management forecasts The Special Committee convenes and authorizes Bank of America Merrill Lynch to contact a limited number of potential interested parties from the prior sales process including Party A and Party B Management provides Bank of America Merrill Lynch revised Management Forecasts based on year-to- date performance Management conducts executive presentations for Court Square, Party A and Party B (by phone) Bank of America Merrill Lynch discussion with the Special Committee Special Committee considers whether to contact Party C to gauge their interest in participating in process Potential buyers conduct limited due diligence Pioneer Management facilitates a half-day due diligence session with Court Square in Mt. Airy, NC Bid deadline for preliminary non-binding indications of interest. Court Square submits non-binding indication of interest for $12.75 per share in cash 1 5 ■ Commentary Bank of America Merrill Lynch LOX For more investment banking materials, visit www.10xebitda.com Special Committee meeting to evaluate Court Square proposal and review updated valuation Considerations with Bank of America Merrill Lynch#7Introduction Public Market Perspectives 3 Pioneer Public Market Overview Market Stock Price (4/25/14) 52-Week High (5/3/13) % of 52-Week High Diluted Shares (mm) (2) Equity Value Plus: Total Debt Less: Cash & Cash Equivalents Enterprise Value Net Debt/CY 2014E EBITDA CYE December 31, 2014E EBITDA 2015E EBITDA 2014E EPS 2015E EPS Pioneer 2014E EBITDA 2015E EBITDA 2014E EPS 2015E EPS Trading Multiples $77 ΝΑ 0.55 NA Wall Street Pioneer Research $75 89 0.49 0.74 $9.98 15.95 62.6% 32.503 $324 221 (2) $542 Wall Street Research 7.0x NA 18.2 ΝΑ 2.8x Pioneer Forecast Base Case $9.98 15.95 62.6% (3) 32.534 $325 238 $558 3.1x 7.4x 6.3 20.4 13.5 2014 Stock Price Performance LOX For more investment banking materials, visit www.10xebitda.com Pioneer Stock Price $12.00- $11.50 $11.00. $10.50- $10.00- $9.50- $9.00- Jan-2014 my February 19, 2014 Pioneer receives an unsolicited indication of interest from Court Square Feb-2014 Source: FactSet as of April 25, 2014 and Pioneer Base Case as of April 9, 2014 Note: Dollars in millions, except per share amounts. Financial matrics calendarized to December 31. (1) Shares outstanding and options per company filings for Wall Street research and per Pioneer Management for Pioneer Base Case. Options accounted for using the treasury stock method. (2) Enterprise Value =Market Value of Equity+Short-term Debt-Long-term Debt-Cash and Marketable Securities. (3) Estimates obtained from Wall Street research and calendarized when necessory Mar-2014 April 14817, 2014 Management conducts executive presentations for Court Square, Party A and Party B Bank of America Merrill Lynch Pioneer Daily Trading Volume (Thousands) 1.250 - 1,000 -750 -500 -250 .0 Apr-2014 Pioneer: $9.98#8Introduction Comparison of March 24 and April 9 Pioneer Forecasts 4 March 24 Forecast Income Statement: Non-storm-related Srvcs Rev. 96 Growth Storm-related Srvcs Rev. % Growth New Opportunities Rev. 96 Growth Total Revenue 96 Growth Gross Profit 96 Margin EBITDA 96 Margin Memo: EBITDA (Excl. New Opps) EPS Cash Flow: D&A 96 of Revenue Capital Expenditures, Gross 96 of Revenue Source: Pioneer Management. 2014E $762 (0.1%) $60 (61.5%) $822 (10.5%) $106 12.9% $72 8.796 $72 $0.44 $41 5.0% $31 3.8% Fiscal Year Ending June 30, 2015E 2016E 2017E $781 2.5% $75 25.0% $32 NM $888 8.1% $124 13.9% $83 $81 $0.64 F12014E estimates adjusted to reflect actual q3 FY2014 results. $41 4.696 $28 3.2% $849 8.696 $75 $54 67.2% $142 14.5% $98 10.1% $91 $0.91 $41 4.296 $54 5.696 $908 LOX For more investment banking materials, visit www.10xebitda.com $75 $977 $1,036 $1,078 10.0% 6.196 10.3% $5.4 0.096 $153 14.7% $104 10.0% 596 $1.03 $40 3.8% $42 2018E 4.1% $954 12.4% $75 0.0% $49 (8.4%) $161 15.0% $108 10.0% $101 $1.12 $40 3.7% $45 April 9 Forecast Income Statement: Non-storm-related Srvcs Rev. 96 Growth Storm-related Srvcs Rev. %6 Growth New Opportunities Rev. % Growth Total Revenue % Growth Gross Profit 96 Margin EBITDA 96 Margin Memo: EBITDA (Excl. New Opps) EPS Cash Flow: D&A 96 of Revenue Capital Expenditures, Gross 96 of Revenue 2014E $739 (3.196) $74 (52.79%) -- $813 (11.5%) $103 12.7% $69 8.596 $69 $0.38 $41 5.0% $31 3.995 Fiscal Year Ending June 30, 2015E 2016E 2017E $764 3.3% $75 $32 NM $871 7.1% $118 13.6% $81 9.3.96 5.79 $0.59 $41 4.796 $29 3.3% $826 8.2% $75 0.0% $54 67.2% $955 9.7% $136 14.2% $97 10.2% $91 $0.88 $41 4.3% $53 Bank of America Merrill Lynch 5.6% $882 6.796 $75 0.096 $54 0.0% $1,010 5.896 $146 14.4% $103 10.2% $96 $1.02 $40 3.996 $41 4.196 2018E $926 12.0% $75 0.096 $49 $1,050 10.0% $154 14.6% $109 10.3% $102 $1.14 $40 3.896 $45#9Introduction 2014 Analyst Estimates by Quarter vs. Budget - EBITDA 5 Wall Street Consensus % of Full Year EBITDA Management % of Full Year EBITDA Difference vs. Consensus % Difference vs. Consensus Wall Street Analysts Avondale Partners BB&T Capital Markets FBR Janney Montgomery Scott Jefferies KeyBanc Stifel Nicolaus Consensus (2) Source: Pioneer Base Case as of April 9, 2014 and Wall Street Research. Note: Dollars amounts in U.S. milions. Not including 03 actual. Including 03 actual LOX For more investment banking materials, visit www.10xebitda.com Q3 FY2014 $17.9 24.9% Actual $17.1 24.7% ($0.8) (4.6%) $19.0 16.4 17.8 20.0 17.3 17.1 $17.9 Q4 FY2014 $19.9 27.6% Current Forecast $17.7 25.6% ($2.1) (10.8%) $20.0 19.5 19.8 20.0 18.4 21.5 $19.9 Bank of America Merrill Lynch FY 2014 $72.1(¹) $69.1(²) ($3.0) (4.1%)#10Review of Preliminary Indication Received Bank of America Merrill Lynch TOX For more investment banking materials, visit www.10xebitda.com Bank of Am Merrill Lyn#11Preliminary Indication of Interest Received Summary of Proposal Received (April 29, 2014) 6 Per Share Value Key Considerations / Basis of Valuation Financing Considerations Proposed Timing Diligence Needs Required Approvals Potential Advisors Other Source: Latter from Court Square dated April 29, 2014. ■ ■ $12.75 per share in cash for all of the outstanding common shares of Pioneer ■ Proposed transaction as a one-step reverse merger. Court Square indicated it would consider other structures Offer price representing 32% premium to the closing price on April 29, 2014 and 21% premium to the 90 trading day volume-weighted average share price 1 Consideration funded with $450 million of debt and $195 million of equity I ■ Third party debt financing from JP Morgan (Commitment Letter and Term Sheets dated April 29, 2014) Contemplates $270 million of Bank Facilities ($200 million term loan, $70 million revolver) and $250 million of senior notes or senior unsecured bridge loans ■ Expect a portion of equity financing to come from rollover of senior management e quity interests Exclusivity period of 45 days 4 weeks to conduct confirmatory due diligence and negotiate merger agreement and commitment papers; execution of merger agreement, commitment letters and other ancillary agreements in week 5 Customary confirmatory due diligence including accounting, financial, tax and IT; market study 1 Pioneer's shareholder approval 7 Customary regulatory approvals Any necessary third party consents Final Court Square investment committee approval 1 Dechert LLP (legal), E&Y (accounting, financial, tax and IT), Bain (market study) L COURT 7 Bank of America Merrill Lynch 30 day "go-shop" provision with termination fee of 5% of equity value "Matching" right on any superior proposal Net debt of $190 million and normal level of working capital at closing LOX For more investment banking materials, visit www.10xebitda.com#12Preliminary Indication of Interest Received Preliminary Summary Valuation Equity Value per Share $25.00 7 20.00 15.00 10.00 5.00 0.00 H T (2) (3) (4) (5) Reference Points $15.95 $8.72 52-Week Low / High Closing Price Low 11/05/13 High 05/03/13 52-Wk VWAP $11.72 $11.75 $9.25 Present Value of Analyst Price Targets (3) Price Targets $10.00 $13.00 Low Jefferies High FBR & Janney Montgomery Scott $11.25 $9.00 CY'14E EBITDA Multiple Range 7.0x - 8.0x CY'14E EBITDA $75 mm $11.75 Selected Publicly Traded Companies $9.25 LOX For more investment banking materials, visit www.10xebitda.com Pioneer Base Case (¹) CY'15E EBITDA Multiple Range 6.0x - 7.0x CY'15E EBITDA $89 mm FY2014E estimates adjusted to reflect actual Q3 Fy2014 results and calendarized where appropriate. Assumes net debt of $192 million as of June 30, 2014 $17.50 $10.00 DCF Analysis (Base Case) Discount Rate 8.0% 10.0% Term. Growth Rate 2.5% - 3.0% Impl. Exit Multiple 6.1x - 9.0x $12.00 $10.00 Selected Precedent Transactions Multiple Range 75x - 8.5x FY'14E EBITDA $69 mm $14.50 $11.75 LBO Analysis (Base Case) Leverage 5.0x LTM EBITDA Target IRR 20.0% - 25.0% Exit Multiples 8.0x - 9.0x Pioneer Sensitivity Case (2) $20.00 Source: Public filings, Pioneer Base Case and Pioneer Sensitivity Case as of April 9, 2014, and FactSet as of April 25, 2014. Note: All per share figures rounded to nearest 50.25, except 52-Week Low/Hign. Based on 31.921 million common shares outstanding, 2.537 million options at a strike price of $11.49 per share and 0.379 million RSUs, per Pioneer Management and accounted for using the treasury stock method and as of March 31, 2014. Assumes $234 million in net debt as of March 31, 2014. Based on Pioneer Management "Base Case" forecast as prepared by Pioneer management ("Pioneer Bose Cose"), which as revised on April 9, 2014, includes $75 milion of normalized storm revenue at a 30% grass margin for 2015-2018 and the following "New Opportunities"-Opportunity 6, Opportunity 3, Opportunity 4 and Opportunity 1, which collectively provides FY2015 revenue and EBITDA of 532mm and 52mm respectively. Based on Management Sensitivity Cose" forecast as prepared by Pioneer management ("Pioneer Sensitivity Case"), which in addition to the Pioneer Base Cose as of April 9, 2014 includes two additional "New Opportunities" of Opportunity 7 and Opportunity 2, which collectively provide incremental FY2015 revenue and EBITDA of $16mm and $2mm, respectively. Discounted by one period at cost of equity of 9.5%. $11.75 Bank of America Merrill Lynch DCF Analysis (Sensitivity Case) Discount Rate 8.0% - 10.0% Term. Growth Rate 2.5% - 3.0% Impl. Exit Multiple 6.2x - 9.3x $16.75 $13.50 LBO Analysis (Sensitivity Case) Leverage 5.0x LTM EBITDA Target IRR 20.0% - 25.0% Exit Multiples 8.0x - 9.0x Court Square Offer: $12.75 Current Share Price: $9.98#13Preliminary Indication of Interest Received Implied Premiums and Multiples 8 Offer Price Per Share Premium to: Current (4/25/2014) 30-Day VWAP 90-Day VWAP 52-Week High (5/3/2013) 52-Week Low (11/5/2013) Diluted Shares Outstanding (mm) Equity Value Plus: Total Debt #¹) Less: Cash & Cash Equivalents (²) Transaction Value EV / LTM EBITDA (FY'14E) (2) EV / CY2014E EBITDA (2) EV / CY2015E EBITDA Source: Pioneer Management, publicfilings and FoctSet os of April 25, 2014. Note: Dollars in millions. Pioneer fiscal year ands June 30 LOX For more investment banking materials, visit www.10xebitda.com Statistic ($mm) As of March 31, 2014, par Fionaer Management. FY2014E estimates adjusted to reflect actual q3 FY2014 results and colandorized where appropriate. $69 75 89 Statistic Pioneer Base Case $9.98 10.62 10.49 15.95 8.72 Implied Multiple 9.4x 8.7 7.3 Pioneer Sensitivity Case Statistic Implied ($mm) Multiple $69 76 98 9.4x 8.6 6.6 $12.75 27.8% 20.1% 21.5% (20.1%) 46.2% 32.8 $418 238 $652 Wall Street Research Statistic ($mm) $72 77 Bank of America Merrill Lynch NA Implied Multiple 9.0x 8.5 NA#14Preliminary Valuation Considerations Bank of America Merrill Lynch TOX For more investment banking materials, visit www.10xebitda.com Bank of Am Merrill Lyn#15Preliminary Valuation Considerations Summary of Financial Projections - Base Case Income Statement: Non-storm-related Services Revenue 96 Growth Storm-related Services Revenue 96 Growth New Opportunities Revenue 96 Growth Total Revenue % Growth Gross Profit 96 Margin EBITDA %6 Margin Memo: EBITDA (Excl. New Opportunities) EPS Cash Flow: D&A 96 of Revenue Capital Expenditures, Gross 96 of Revenue Business Acquisitions 96 of Revenue 2009A $461 $153 $613 $110 18.0% $96 15.7% $96 $0.94 Source: Pioneer Base Casa as of April 9, 2014. Note: Dollars in millions, except par share figures. (1) FI2014E estimates adjusted to reflect actual q3 FY2014 results. 9 $37 6.0% $27 $25 2010A $457 (0.7%) $48 9.596 $47 $65 (69.5%) 38.4% $22 $504 $594 (17.896) 17.8% 522 $36 7.1% Historical $18 3.596 2011A $15 $529 15.7% LOX For more investment banking materials, visit www.10xebitda.com ($0.41) $0.04 $68 11.4% $48 8.0% $48 $38 $19 3.296 $0 2012A $615 16.1% $71 9.3% $685 15.4% $92 13.4% $64 9.4% S64 $0.31 $38 5.6% $34 $17 2.5% Fiscal Year Ending June 30, 2013A I 2014E $763 24.1% I 1 $156 121.0% - $919 34.1% $1.03 $103 $147 16.0% I 12.7% I $739 (3.196) $74 1 (52.796) $110 $69 11.9% I 8.5% $110 $69 4.5% I I $41 I $40 $70 $813 (11.5%) $41 I 5.096 1 1 1 I I $0.38 $31 3.995 Pioneer Base Case 2015E $764 3.396 $75 1.896 $32 NM $871 7.1% $118 13.6% $81 9.3% $79 $0.59 $41 4.796 $29 3.3% 2016E $826 8.296 $75 0.096 $54 67.2% $136 14.2% $97 10.2% 591 $0.88 $41 2017E $955 $1,010 9.796 5.8% $53 5.696 $882 6.796 $75 0.096 $54 0.096 $146 14.4% $103 10.2% $96 $1.02 $40 $41 4.196 2018E $926 12.0% $75 0.096 $49 (8.496) $1,050 10.0% $154 14.6% $109 10.3% $102 $1.14 $40 3.896 $45 4.3% Bank of America Merrill Lynch '11-'13A CAGR 20.0% 55.4% NA 24.4% 47.2% 51.8% 51.8% NM 45.4% L 13A-18E ' CAGR 3.9% (13.6%) NA 2.7% 0.996 (0.2%) (1.59%) (0.9%) T I 2.1% I I 2.2% i T I#16Preliminary Valuation Considerations Wall Street Research Perspectives FBR & Co. 10 Janney Montgomery Scott BB&T Jefferies Broker Avondale Partners Stifel Nicolaus KeyBanc Mean Source: Wall Street research. Date 2/13/2014 2/5/2014 2/5/2014 4/23/2014 2/6/2014 2/5/2014 2/5/2014 LOX For more investment banking materials, visit www.10xebitda.com Recommendation Buy Buy Buy Hold Hold Hold Hold Price Target $13.00 13.00 12.00 10.00 11.00 11.50 $11.75 Bank of America Merrill Lynch Price Target Methodology 8x CY2014 EV / EBITDA 10.4x FY2014 EV / EBITDA 8x CY2014 EV / EBITDA 6.5x CY2015 EV / EBITDA 7x FY2015 EV / EBITDA 1#17Preliminary Valuation Considerations Selected Publicly Trading Companies (3) (3) Price as of 4/25/2014 11 Price as % of 52 Wk High Price as % of 5.2 Wk Low Market Value Enterprise Value Moody's Credit Rating EV/CY 2014E EBITDA EV/CY 2015E EBITDA (2) Price / CY 2014E Earnings Price / CY 2015E Earnings LT EPS Growth Rate (2) (2) Net Debt / CY 2014E EBITDA Net Debt / CY 2015E EBITDA Source: Company filings and FactSet as of April 25, 2014. Note: Dollar amounts in U.S. milions capt per share amounts. Pioneer $9.98 62.6% 114.4% $324 $542 ΝΑ 7.0x NA 18.2x NA 2.8x (3) 1 1 NA MYK CHAU $24.12 88.4% 127.9% $530 LOX For more investment banking materials, visit www.10xebitda.com $454 NA 5.4x 5.0x 15.7x 14.3x 8.1% -- (0.9x) (0.9x) U CMILGROE $11.37 87.1% 185.5% $583 $817 83 5.8x 14.2x 10.3x 1.9x 1.7x KO AEGIONY.COM $23.91 93.9% 124.9% $948 $1,196 NA 8.1x 7.3x 15.0x 12.6x 15.0% 1.6x 1.4x $31.21 91.8% 173.5% $1,104 $1,513 Ba2 7.5x NA 21.7x ΝΑ 14.5% 2.0x ΝΑ Enterprise Value = Market Value of Equity +Short-term Dabt +Long-term Debt + Preferred Equity + Minority Interest-Cash and Morlatable Securities. Estimates obtained from Wall Straat rasearch and calendarized when necessary Based on Wall Streat research. Excluding Pioneer. EMCOR MasTec $45.28 94.3% 127.3% $3,075 $3,003 Bal 8.1x 7.2x 17.6x 15.0x 13.1% (0.2x) (0.2x) $40.76 91.0% 154.0% $3,212 $4,010 Ba2 7.7x 6.8x 17.8x 14.7x 16.2% 1.5x 1.3x OLANTA dentis $35.20 94.1% 139.4% $7,649 $7,169 WR 9.1 7.6x 19.4x 16.5x 12.5% 1 (0.5x) 1 1 H 1 1 1 1 I 1 1 1 I 1 1 1 H I 1 1 1 1 H 1 I 1 1 I ! 1 I I I 1 4 1 (0.6x) 1 1 11 I 1 P Bank of America Merrill Lynch Mean (4) 1 1 6.6x 17.4x 13.9x 13.2% 0.7x 0.5x Median (4) I 1 1 1 7.0x 17.6x 14.Ex 13.8% 7.7x 1 1 1 1.5x 1 0.6x T 1 1 1 I 1 1 1 1 1 1 1 1 I I | 1 1 1 I 1 1 1 1#18Preliminary Valuation Considerations Selected Precedent Transactions in Services Announced Sep-13 Dec-12 Jul-12 Jun-12 Feb-12 Aug-11 May-11 May-11 Apr-11 Jan-11 Oct-10 Jun-10 Jun-10 Mar-10 Nov-09 Jun-08 Close Date Oct-13 Dec-12 Feb-13 Jul-12 May-12 Aug-11 Jun-11 Jun-11 Jun-11 Jan-11 Oct-10 Jun-10 Sep-10 Jul-10 Jun-10 Sep-08 Source: Publicly available information. Nota: Dollar amounts in U.S. milions. 12 Target Utilities Services Associates Power Holdings The Shaw Group UC Synergetic, Inc. Flint Pine Valley Power MacTec USM Services Holdings Peak Energy Fisk Electric Valard Construction Ltd. Klondyke Construction LLC Scott Wilson Group InfrastruX Group AREVA T&D Shaw Energy LOX For more investment banking materials, visit www.10xebitda.com First Reserve Kelso & Co. Chicago Bridge & Iron Pike Electric URS Pike Electric AMEC EMCOR Group Acquiror Clean Harbors Tutor Perini Quanta Services Pike Electric URS Willbros Alstom S.A Pike Electric Transaction Value $1,900 70 1,462 25 255 207 105 219 17 319 604 Mean Median 4,967 24 LTM 7.0x 7.0 10.6 7.0 5.9 5.5 5.5 9.3 5.7 I 7.1x 6.5x Bank of America Merrill Lynch EV/EBITDA NTM I 7.5x I 7.4 7.5x 7.5x#19Preliminary Valuation Considerations Selected Precedent Transactions in Engineering & Construction Ann. 34244 1/13/14 13 7/29/13 1/7/13 12/11/13 Murmay & Roberts Holdings Ltd 12/28/12 6/7/12 12/21/10 12/13/10 6/28/10 9/117/0.9 2/11/08 6/27/07 5/15/07 Source: (4) Acquirer (3) WEF Global Inc. Amec Pic Jacobs Engineering 9/26/11 5/18/11 5/15/11 Chartermouse Capital PartneS Energy Capital Partners Granite Construction Chicago Bridge & GENIVAR URB CH2M Hill Integrated Mission Solutions Michael Baker Corporation Provides engineering services for public and private sector clients including services forsurface transportation, aviation, ralll & transit, defense. environmentall, architecture, geospatial Information technology, homeland security, olll & gas, telecom & utilities, water and urban development markets Provides sate recycling, processing & disposal of nuclear material to the U.8. Department of Energy, commercial utilites, medical & research facilities. Operates and provides nuclear decommissioning services for 22 nuclear power plants in the UK. Jacobs Engineering Wood Group URB Balfour Beatty AECOM Target KRG Capital Partners Foster Wheeler A/G Wortley Parsons Worley Group Sinclair Kright Mara Energy Bolutions Kenny Construction The Shaw Group W3P Group Flint Energy Services Halcrow MACTEC Environmental Resources Management Aker Bolutions PON Scott Wilson Parsons Brinckero" Washington Group Target Description Provides engineering services to the energy and infrastructure and markets in Western Canada Provides engineering and construction, as well as power generating equipment business worldwide. The comapny designs, engineers and constructs onshore and offshore upstream olll and gas processing facilities; as well as related infrastructure Colt Engineering Parsons E&C Corporation Provides engineering and construction contracting, and procurement and construction services primarily to the oll and gas, and mineralls sectors in Australilla, Papua New Guinea, and South East Asla Provides engineering, strategic consulting, and project delivery services and serves defense, energy, environment, Indust, mining and metals, powersocial Infrastructure, transport, and water market sectors worldwide Provides general contracting and construction management services in the United States, Canada, and Europe. Provides technology, engineering, procurement, construction, maintenance, fabrication, manufacturing, consulting, remediation and facilities management services primarily for the power and infrastructure markets Mub-disciplinary professional services consultancy specializing in building, transport & Infrastructure, management & Industrial and energy & environment, providing a full range of services from planning to design, delivery and asset management Provides a range of integrated products and services for the oll and gas Industry including production services: Infrastructure construction; ollfeld branspor rence services Provides engineering, planning, design and management services for infrastructure development worldwide Provides environmental planning, assessment & remediation, Infrastructure engineering, waternes ources & constr support services Provides environmental, health, safety, nisk and social consulting services globally Provides engineering and construction services, technology products and Integrated solutions to the onshore oll & gas, refining & chemicals, mining & metals and energy & environmental Industries Provides engineering, operations, and maintenance services to the owners of energy assets globally Provides engineering, construction, and technical services for railways, buildings and infrastructure, environment and natural resources, and roads sectors Provides consulting, planning, design & engineering, programme, project & constr, management, and operations and maintenance for Infrastructure sector Provides consulting, engineering, and design, build and operate services to water wastewater, environmental, transportation, and Pecides clents globelly Provides Integrated engineering, construction, and management solutions to the power, environmentall management, defense, olll and gas processing, mining. Industrial facilides, transportation, and water resources sectors Provides program management, construction, engineering, procurement, operations, and maintenance services to all and gas. mining, and power clients Provides engineering, procurement, and construction management services for the hydrocarbon Industry Transaction value In mmi Provides E&C and procurement and project management services services to the oil & gas, redning, chemical & petrochemical, & power Industries worldwide Capital and Company things. Note: US Dollars in milions. JEC 9/8/13 press release indicated approximately USS1 20in purchase price for Sinclair Knight Marz (SKM), reflecting (4 enterprise val of US$1.1bin. Assumes exch. rate of USD/AUD 0.92 as of 9/8/13 onn.date. (5) Represents FY 2012 multipla. Financials based on FY 2011. EV/ EBITDA multiple incl. pansion abilities (6.8x excl. pansion Mobilities). LOX For more investment banking materials, visit www.10xebitda.com 5386 Proforma for Flint Energy Services acquisition of Carson. Subsequent to the announcement, the margar agraamant was amended in Nov. 2007 to increase the stock component. To that and the transaction value and LTM TWEBITDA multiple were $3.0on and 16.7x, respectively. 4:38 318 KAD 1.120 1,910 1,500 466 675 9:55 510 2.408 463 875 245 Bank of America Merrill Lynch Revenue In mm) 3.315 5716 1.796 1.982 484 1,696 1,200 2340 875 619 541 Median Mein (Ex UR 3/Washington) Median (Ex UR 3/Washington) TV / LTM Revenue EBITDA 131x 120 0.6.2 0.35 0.5.8 0.75 0.70 1.96 0.80 0.64 0.27 0.71 0.7:3x 07:3x 0.82 10.1 20 50 7.0 8.5 11.7 6.0 7.0 8.3x BLO 7.8x 7.8#20Preliminary Valuation Considerations Preliminary Discounted Cash Flow Analysis Pioneer Base Case - Perpetuity Growth Rate Method Revenue 14 % Growth EBITDA % Margin Less: Depreciation & Amortization EBIT % Margin Less: Income Taxes Tax-effected EBIT Plus: Depreciation & Amortization Less: Capex, Net Less: Change in Working Capital Unlevered FCF % Growth Discount Rate 8.0% 9.0% 10.0% Discount Rate 8.0% 9.0% 10.0% Discounted Cash Flows ¹15E - ¹18E $87 86 84 Net Debt ($192) (192) (192) r LOX For more investment banking materials, visit www.10xebitda.com 2015E 2.50% $650 532 446 $871 17.7% $81 (41) 2.50% $15.53 12.57 10.00 $39 4.5% (16) $24 41 (29) $30 Fiscal Year Ending June 30, 2016E 2017E $682 554 463 $955 9.7% 597 10.2% (41) PV of Terminal Value at a Perpetual Growth Rate of 2.75% 3.00% $16.46 13.24 10.49 $56 5.8% (22) $33 41 (53) (9) $13 (57.6%) Equity Value per Share at a Perpetual Growth Rate of 2.75% 3.00% $718 579 480 Source: Pioneer Base Cosa as of April 9, 2014. Note: Dollars in millions. Assumes valuation as of June 30, 2014, mid-year discounting methodology, 40% tax rate and net debt as of June 30, 2014. (1) Normalized Year based on maintenance capital expenditures as provided by Pioneer Management and assumes DSA equal to copax. Includes present value of 2019 diaferrad compensation payment of $4.3 milion. $17.49 13.96 11.01 $1,010 5.8% $103 10.2% I 1 (40) 563 6.3% (25) $38 40 (41) $28 126.4% 2018E 2.50% $1,050 3.9% $109 10.3% $737 618 530 2.50% (40) $69 6.6% (28) 8.2x 7.0 6.1 $41 40 (45) (4) $32 12.1% Normalized Year ( $770 640 547 $1,050 $109 Enterprise Value at a Perpetual Growth Rate of 2.75% 3.00% 8.6x 7.2 6.3 (25) S84 8.0% (33) $50 25 (25) $46 Implied EBITDA Multiple at a Perpetual Growth Rate of 2.75% 3.00% $806 665 565 9.0x 7.6 6.5 (100 Bank of America Merrill Lynch#21Preliminary Valuation Considerations Preliminary Discounted Cash Flow Analysis Pioneer Sensitivity Case - Perpetuity Growth Rate Method Revenue % Growth EBITDA % Margin Less: Depreciation & Amortization EBIT % Margin Less: Income Taxes Tax-effected EBIT Plus: Depreciation & Amortization Less: Capex, Net Less: Change in Working Capital Unlevered FCF % Growth Discount Rate 8.0% 9.0% 10.0% Discount Rate 8.0% 9.0% 10.0% Discounted Cash Flows '15E - '18E $99 97 95 Net Debt ($192) (192) (192) 1 I I LOX For more investment banking materials, visit www.10xebitda.com 2015E 2.50% $723 593 499 $887 19.9% $83 9.3% (41) 2.50% $17.96 14.71 11.87 $41 4.6% (16) $25 41 (30) (8) $28 Fiscal Year Ending June 30, 2016E 2017E $759 618 517 $1,101 24.2% $113 10.3% (2) PV of Terminal Value at a Perpetual Growth Rate of 2.75% 3.00% (42) $18.98 14.92 12.41 $7.2 6.5% (29) $43 42 (53) (23) $9 (69.5%) Equity Value per Share at a Perpetual Growth Rate of 2.75% 3.00% $799 645 536 $20.10 15.69 12.99 $1,166 6.0% $122 10.5% 1 (40) $82 7.0% (33) $49 40 (41) (9) $39 348.6% 2018E 2.50% $1,202 3.0% $126 10.5% $822 690 594 2.50% (40) S86 7.2% (34) 8.4x 7.1 6.2 $52 40 (45) $43 10.7% Source: Pioneer Sensitivity Cose as of April 9, 2014. Note: Dollars in milions. Assumes valuation as of June 30, 2014, mid-year discounting methodology 40% tax rate and net debt as of June 30, 2014. (3) Normalized Year based on maintenance capital axpenditures as provided by Pioneer Management and assumes D&A equal to capax. Excludes Opportunity 7 project revenue and EBITDA. (2) Includes present value of 2019 deferred compensation payment of 54.5 million and the release of $13 million of working capital of Opportunity 7. 15 Normalized Year ( $1,081 Enterprise Value at a Perpetual Growth Rate of 2.75% 3.00% $858 715 612 $116 10.8% (25) 8.8x 7.4 6.4 $91 8.4% (36) 55 25 (25) Implied EBITDA Multiple at a Perpetual Growth Rate of 2.75% 3.00% $50 $898 743 632 9.3x 7.8 6.7 Bank of America Merrill Lynch#22Preliminary Valuation Considerations Illustrative LBO Analysis - Pioneer Base Case Sources and Uses ($14.50 Offer Price) Sources First Lien (L+350bps) Second Lien (8.50%) Equity Contribution Total Sources 16 Uses Equity Purchase Refi. Pioneer Debt (Revolver) Fees & Expenses Total Uses Exit Multiple IRR Sensitivity to Transaction Metrics 9.5x Implied LTM 2014 Multiple $255 110 325 $690 $11.00 $12.00 21.4% $13.00 17.3% 7.5x 26.2% 8.0x 29.4% (24.5%) 20.3% 8.5x 32.4% 9.0x 35.2% 37.8% 23.0% 27.4% 30.1% 32.6% 25.8% €21.9% 28.1% 24.2% 8.4x $ $477 195 18 $690 Offer Price Per Share 8.0x 8.4x $14.00 13.8% 16.7% 19.4% LOX For more investment banking materials, visit www.10xebitda.com 8.9x % 37% 16% 47% 100% % 69% 28% 3% 100% $15.00 10.8% 13.6% 18.2% 18.8% 20.9% 9.4x PF Capitalization ($14.50 Offer Price) Cash Existing Pioneer Debt (Revolver) New First Lien (L+350bps) New Second Lien (8.50%) Total Debt Net Debt Equity Total Capitalization 2014E Adj. EBITDA (LTM 6/30) Credit Statistics: Total Debt / Adj. EBITDA Net Debt / Adj. EBITDA Status Quo 53 $195 $195 192 $259 $453 $69 2.8x 2.8 As of June 30, 2014 Adj. ($195) 255 110 Source: Pioneer Bosa Cosa as of April 9, 2014 and FactSet as of April 25, 2014. Note: Dollars in milions. Assumes illustrative June 30, 2014 transaction close. Based on 31.921 million common shares outstanding. 2.837 million options at a strike price of $11.49 per share and 0.379 million RSUS, per Pioneer Management, occounted for using the treasury stock method and as of March 31, 2014. Assumes Pioneer maintains minimum cash balance of $2.8 million, consistent with current cash balance. Assumes $7.3 million of transaction fees, $11 million of financing fees. Bank of America Merrill Lynch $4 Assumes elimination of public company costs of $4 to $5 million per annum during sponsor ownership Pro Forma 53 255 110 $365 362 $318 $683 $73 (5.0x/ 5.0#23Preliminary Valuation Considerations Illustrative LBO Analysis Pioneer Base Case (Cont'd) Illustrative $14.50 Offer Price Per Share (S in millions) In come Statement: Revenue 96 Growth Adj. EBITDA % Margin EBITDA Net Interest Expense Capital Expenditures, Net Balance Sheet: Cash Total Debt Cumulative Debt Paydown Credit Statistics: Total Debt / Adj. EBITDA Net Debt / Adj. EBITDA Adj. EBITDA / Net Interest Expense (Adj. EBITDA - Cap Ex)/Net Interest Expense Source: Pioneer Bosa Cosa as of April 9, 2014. Note: Dollars in milions. (4) FY20145 estimates adjusted to reflect actual 03 FY2014 results. (2) Adjustad EBITDA includes alimination of public company costs of $3.9 - 54.7 million. 17 LOX For more investment banking materials, visit www.10xebitda.com PF 2014E (1) $813 (11.5%) $73 9.0% $69 $3 $365 5.0x 5.0x 2015E $871 7.1% $85 9.7% $81 $20 2.9 $3 $345 5.5% 4.1x 4.2x 2.7x Fiscal Year Ending June 30, 2016E $955 9.7% $101 10.6% $97 $21 53 $3 $342 6.3% 3.4x 3.4x 4.8x 2.3x 2017E $1,010 5.8% $108 10.7% $103 $23 41 $3 $323 11.4% 3.0x 3.0x 4.7x 2.9x Bank of America Merrill Lynch 2018E $1,050 3.9% $113 10.8% $109 $23 45 $3 $302 17.3% 2.7x 2.6x 4.9x 3.0x#24Next Steps Bank of America Merrill Lynch TOX For more investment banking materials, visit www.10xebitda.com Bank of Am Merrill Lyn#25Next Steps ■ Special Committee considers the Court Square preliminary indication of interest ■ Weighs preliminary indication versus perceived risks and opportunities inherent in standalone plan ■ If Special Committee elects to solicit a firm offer from Court Square, Special Committee, BofA Merrill Lynch and legal advisors to discuss: 18 Potential to solicit an increased per share value from Court Square Whether to grant Court Square a period of exclusivity or not and potential duration Terms of "go-shop" and participants ■ Process timetable, ground rules and responsibilities Bank of America Merrill Lynch LOX For more investment banking materials, visit www.10xebitda.com#26Appendix Bank of America Merrill Lynch TOX For more investment banking materials, visit www.10xebitda.com Bank of Am Merrill Lyn#27Valuation Supporting Details Bank of America Merrill Lynch TOX For more investment banking materials, visit www.10xebitda.com Bank of Am Merrill Lyn#28Valuation Supporting Details Pioneer Base Case vs. Wall Street Projections Review of 2014E Projections (US$ in millions) Actual 02 $189.1 Core Services Revenue X/Y Change % of FY2014 Quarter Contribution in 13 Storm Revenue Total Revenue Gross Profit 56 of Revenue SG&A 19 % of Revenue Operating Income 96 of Revenue % of FY2014 Quarter Contribution in 13 EBITDA X/Y Change % of FY2014 Quarter Contribution in 13 Net Income X/Y Change % of FY2014 Quarter Contribution in 13 (1) Including 03 actual. 01 $190.2 (3.8%) 25.7% 25.9% 3.1 Not including 03 actual. $193.3 $19.9 10.3% $17.4 $2.8 1.5% 10.1% 25.8% $1.0 (89.7%) (3.9%) 25.5% 25.4% 25.6% $30.9 14.7% 32.1 $210.9 $207.6 $19.8 $12.8 $21.5 (54.3%) (57.4%) 18.5% 31.1% 25.5% $11.2 5.3% 40.4% 57.9% 03 $175.5 $5.7 23.6% 23.3% $26.2 12.6% $19.2 $7.0 25.3% 9.5% $17.1 46.5% 65.2% Source: Pioneer Boasa Cosa as of April 9, 2014 and Wall Street Research. Note: Dollars in milions. 4.3% $2.8 23.2% Management Aw/ Actual 5174.0 $1.5 (1.3%) 23.5% 23.3% 32.1 $206.1 $27.1 13.1% $18.8 9.1% $8.3 28.7% 9.5% $18.0 LOX For more investment banking materials, visit www.10xebitda.com 9.8% 25.7% 14.9% 03 Previous Estimates Street $181.7 3.7 [$0.9) $0.5 1 ($1.3) m [$0.9) ($0.9) 23.9% 18.3 $200.0 $26.5 13.3% $18.5 9.2% $7.8 3.9% 25.3% $17.9 $3.6 Aw/Actual ($6.2) 13.8 ($0.3] $0.7 ($0.8) [$0.8) [$0.8) Management $187.5 25.3% 25.5% 13.8 $201.3 $26.1 13.0% $19.4 $6.7 $17.7 19.7% 25.6% 13.5% $2.7 355.9% 22.5% 1.7% Q4E Street $198.2 26.1% 11.1 $209.3 $28.1 13.4% $19.0 9.1% $9.0 4.3% 29.3% $19.9 30.0% A ($10.7) 2.7 ($8.0) [$2.0) 50.4 [$2.3) ($2.1) ($1.6) Management $742.3 - 70.7 5813.0 $103.2 12.7% $75.9 $27.7 $69.1 (37.0%) $12.2 (66.1%) Bank of America Merrill Lynch 2014E Street $759.2 54.2 $813.4 $105.4 13.0% $74.8 $3.0.8 $72.1 $14.6 (2) A ($16.9) 16.5 [$0.4) [$2.2] ($3.1) [$3.0) ($2.4)#29Valuation Supporting Details Review of Base Case Projections - Revenue Revenue Breakdown Overhead Distribution Underground Distribution Transmission Substation Truck Fabrication Storm T&D Revenue Engineering and Siting Klondyke (Union Construction) Pline Valley (Union Construction) International New Opportunities Revenue 20 Overhead Distribution Underground Distribution Transmission Substation Truck Fabrication Storm T&D Revenue Engineering and Siting Klondyke (Union Construction) Pline Valley (Union Construction) International Revenue Growth Breakdown New Opportunities Revenue Source: Pioneer Bose Cosa as of April 9, 2014. Nota: Dollars in milions. 2009A $265.0 87.5 52.9 16.4 0.5 152.8 $575.1 $38.4 $613.5 2009A 2010A $248.6 63.6 168.8 23.7 46.6 $451.3 $52.7 $504.1 2010A 30.1% 44.7% (100.0%) (69.5%) (21.5%) 37.5% (17.8%) LOX For more investment banking materials, visit www.10xebitda.com 2011A $258.0 62.9 73.5 29.7 0.5 $489.1 $75.6 28.1 1.1 $593.9 2011A (1.1%) 25.5% 38.4% 17.8% 20124 $300.2 64.5 70.7 31.4 70.5 $540.7 $69.2 18.9 10.1 $685.2 2012A 16.4% (3.7%) 608.6% 10.6% (8.6%) 65.2% 811.2% 15.4% Fiscal Year Ending June 30, 20134 2014E $270.8 69.0 91.8 34.6 10.8 155.9 $632.9 $155.8 99.5 6.3 $918.7 29.7% 10.5% 218.8% 1:21.0% 17.0% 1:25.3% 114.7% 28.5% (37.7%) $302.6 67.0 90.0 34.1% 9.1 70.7 $571.8 Fiscal Year Ending June 30, 20134 2014E $150.1 50.8 (0.1) $813.0 11.7% (2.8%) (6.5%) (15.3%) (54.6%) (9.6%) 66.8% NM (11.5%) 2015E $301.5 66.3 75.0 $576.1 $161.9 55.1 45.5 32.0 $870.5 2015E (1.2%) 5.1% (100.0%) 0.7% 8.5% 12.5% 7.1% 2016E $319.5 7.2.9 109.3 35.7 75.0 $612.4 $178.1 60.6 50.0 53.5 $954.6 2016E 10.0% 10.0% 6.3% 10.0% 10.0% 10.0% 9.7% Bank of America Merrill Lynch 2017E $335.5 78.7 118.0 37.5 75.0 $644.7 $192.3 165.4 54.0 53.5 $1,010.0 2017E 5.3% 5.8% 2018E $352.3 82.7 123.9 39.4 75.0 $673.2 $202.0 68.7 56.7 $1,049.6 2018E 5.0% 5.0% 5.0% 4.4% 5.0% 5.0% 5.0% 3.9%#30Valuation Supporting Details Summary of Financial Projections - Sensitivity Case Income Statement: Non-storm-related Services Revenue 96 Growth Storm-related Services Revenue 96 Growth New Opportunities Revenue 96 Growth Total Revenue 96 Growth Gross Profit % Margin 21 EBITDA % Margin Memo: EBITDA (Excl. New Opportunities) EPS Cash Flow: D&A 96 of Revenue Capital Expenditures, Gross %6 of Revenue Business Acquisitions 96 of Revenue Source: Pioneer Sensitivity Cosa as of April 9, 2014. Note: Dollars in milions. 2009A $461 $153 $613 $110 $96 15.7% 5.96 $0.94 $37 527 $25 FY2014 estimates adjusted to reflect actual q3 FY2014 results. 2010A $457 $504 (17.896) $48 $65 $47 (69.5%) 3.8.4% 9.5% $22 4.396 $22 [$0.41) $36 $18 3.5% $15 Historical LOX For more investment banking materials, visit www.10xebitda.com 2011A $5.29 15.7% $5.94 17.8% $68 $48 $48 50.04 $38 $19 50 2012A $615 16.1% $71 9.396 $685 15.4% $92 $64 $0.31 $38 $34 $17 2.5% Fiscal Year Ending June 30, 2013A I 2014E $763 24.196 $156 121.096 $919 34.1% $110 11.9% I $147 16.0% I I $110 $1.03 $41 540 I $70 I I I $739 (3.196) I I $74 (5.2.7%) $813 (11.5%) $103 I I 8.5% $69 $69 $0.38 $41 531 3.9% Pioneer Sensitivity Case 2015E $764 3.3% $75 $48 NM $887 $121 13.7% $83 9.3% $79 $0.63 $41 530 2016E $826 $75 $200 NM $1,101 $158 14.3% $113 10.3% $.91 $1.18 $42 3.8% $53 2017E $882 6.7% $75 $210 5.1% $1,166 $171 14.7% $122 10.5% $1.37 $40 541 3.6% 2018E $926 12.09 $75 0.096 $201 0.796 $1,202 $178 $126 10.5% $102 $1.47 $40 3.396 $45 3.7% Bank of America Merrill Lynch I '11-'13A CAGR 20.0% 55.4% NA 24.4% 47.2% 51.8% 51.8% NM 4.4% 45.4% ¹13A-18E CAGR 3.9% (13.6%) NA 5.5% 3.9% 2.8% (1.596) (0.8%) 2.1%#31Valuation Supporting Details Historical EV / NTM EBITDA 9.0x 8.0x 7.0x 6.0x 5.0x 4.0x Apr-09 Ber Apr-10 LOX For more investment banking materials, visit www.10xebitda.com Pioneer Peers (¹) Apr-11 Wohnz Current 1-Year 6.7x 6.8x 7.0x 6.6x Apr-12 Source: FactSet as of April 25, 2014. (4) Poers including AEGN-Aegion, DY-Dycom, EME-Emcor, MTZ-MosTec, MYRG-MYR Group, PWR-Quanta Services and WG-Willbros Group. 22 Average 2-Year 6.3x 6.2x Apr-13 3-Year 6.2x 6.0x Bank of America Merrill Lynch 5-Year 6.5x 6.0x Apr-14 Peers (¹) mean: 7.0x Pioneer: 6.7x#32Valuation Supporting Details Weighted Average Cost of Capital Analysis Barra Betas of Selected Companies Selected Companies Quanta Services Encor Mas Tec Dycom Aegion MYR Group Willbros Group Average Pioneer WACC Sensitivity 23 Net Debt / EBITDA (4) 5 (6) 3.0 Net Debt! Eq. Val. 0.0% 21.3% 43.0% 84.7% Levered 1.28 1.28 1.37 1.35 1.32 (1) 1.79 1.38 1.41 Net Debt/ Net Cap. 12.7% 25.7% 38.7% Beta Unlevered 1.28 1.18 1.08 1.13 5.00% 5.50% 6.00% 6.50% 1.24 1.42 1.23 0.98 Est. Cost of Debt (5) Equity Mkt. Cap $7,649 3,075 3,212 1,104 LOX For more investment banking materials, visit www.10xebitda.com 5:30 583 $2,443 324 0.85 7.37% 7.31% 7.20% 7.02% Net Debt/(Cash) ($478) (72) 709 400 248 $152 218 Net Debt / Net Cap 8.03% 7.97% 7.82% 7.58% (6.7%) (2.4%) 19.9% 27.1% (16.8%) 28.6% 10.1% 40.2% Geometric Mean ERP 0.98 1.12 8.69% 8.62% 8.44% 8.15% Calculating WACC Cost of Equity Risk Free Rate (3) Unlevered Beta (2) Levered Beta (4) Historical Risk Premium Cost of Equity Pre-tax Cost of Debt After-Tax Cost of Debt (5) Target Net Debt/Total Net Cap. WACC 1.25 9.36% 9.27% 9.06% 8.71% Nota: Dolors in millions. Source: Public company filings, Barra, and lobotson 2014. (1) For each salacted company, represents Bata as sourced from Borra. (3) Unlevered Beta = Lavared Bato/1 + ((1-Tax Rate) *Net Dabt/Equity)). Univared Bato Lavarad Bato for company's with anat cosh position. Twenty Year U.S. Government Bond Vield as of April 23, 2014. (3) Represents levaring of the Unlevered Beto with Lavered Bato (Uniavared Bato)*(1+(1-Tax Rate)(Net Debt/Equity)). Lavarad Bato = Unlavarad Bata at a hypothetical capital structure with no debt. After-tax cost of cact at 40% tax rata. Represents range of cost of deat for an ilustrative WACC range. 0.85 9.10% 9.01% 8.81% 8.49% ERP Average Geometric 3.20% 1.11 8.65% 5.50% 3.30% 12.7% 7.97% Arithmetic Mean ERP 0.98 10.03% 9.94% 9.69% 9.29% Bank of America Merrill Lynch Arithmetic 1.12 10.97% 10.86% 10.57% 10.09% 3.20% 1.11 10.91% 5.50% 12.7% 9.94% 1.25 11.91% 11.79% 11.44% 10.88%#33Valuation Supporting Details Illustrative LBO Analysis - Pioneer Sensitivity Case Sources and Uses ($16.75 Offer Price) Sources First Lien (L+350bps) Second Lien (8.50%) Equity Contribution Total Sources Equity Purchase Refi. Pioneer Debt (Revolver) Fees & Expenses Total Uses Uses Exit Multiple 24 IRR Sensitivity to Transaction Metrics 7.5x 8.0x 8.5x 9.0x 9.5x Implied LTM 2014 Multiple $13.00 24.8% 30.4% 32.0% 19.8% 8.4x $14.00 21.1% 23.9% 28.5% $ $255 110 413 $778 Offer Price Per Share $15.00 17.8% 31.3% $ $565 195 18 $778 8.9x 23.1% 27.7% $16.00 15.0% 17.6% 20.1% 22.5% 24.7% LOX For more investment banking materials, visit www.10xebitda.com 9.9x % 33% 14% 53% 100% % 73% 25% 100% $17.00 12.5% 15.1% 17.5% 21.9% 10.4x PF Capitalization ($16.75 Offer Price) Cash Existing Pioneer Debt (Revolver) New First Lien (L+350bps) New Second Lien (8.50%) Total Debt Net Debt Equity Total Capitalization 2014E Adj. EBITDA (LTM 6/30) Credit Statistics: Total Debt / Adj. EBITDA Net Debt / Adj. EBITDA Status Quo $3 $195 $195 192 $259 $453 569 2.8x 2.8 As of June 30, 2014 Adj. ($195) 255 110 $4 Source: Pioneer Sensitivity Cose as of April 9, 2014 and FactSet as of April 25, 2014. Note: Dollars in millions. Assumes illustrative June 30, 2014 transaction close. Based on 31.921 million common shares outstanding, 2.837 million options at a strike price of $11.49 per share and 0.379 million RSUS, occounted for using the treasury stock method and as of March 31, 2014. Assumes Pioneer maintains minimum cash balance of $4.0 million, consistent with current cash balance. Assumes $3 million of transaction fees, 5.11 million of financing fees and 52.4 million after-tax cost to achieve synergies. Bank of America Merrill Lynch Assumes elimination of public company costs of $4 to $5 million per annum during sponsor ownership Pro Forma $3 255 110 $365 362 $406 $771 $73 (5.0x 5.0 J#34Valuation Supporting Details Preliminary Discounted Cash Flow Analysis for New Opportunities Opportunity 2 Revenue % Growth EBITDA % Margin Less: Income Taxes Tax-effected EBIT Plus: Depreciation & Amortization Less: Capex, Net Less: Change in Working Capital Unlevered FCF Discount Rate 9.0% 10.0% Discounted Cash Flows ¹15E - ¹18E 8 + LOX For more investment banking materials, visit www.10xebitda.com 2.50% 2015E 53 44 $11.7 NA $2.2 18.7% (0.9) $1.4 0.1 (1.0) (1.3) ($0.8) Fiscal Year Ending June 30, 2016E 2017E 5.5 46 Source: Pioneer Bose Cose as of April 9, 2014. Nota: Dollars in milions. Assumes valuation as of June 30, 2014, mid-year discounting methodology, 40% tax rate and nat debt as of June 30, 2014. (4) Normalized Year assumes capital expenditures equal to zero 25 $21.1 80.0% $5.7 26.9% PV of Terminal Value at a Perpetual Growth Rate of 2.75% 3.00% (2.3) $3.5 0.1 $1.6 $71 57 48 $31.3 48.1% 58.2 26.2% (3.3) $5.0 0.1 $4.9 2.50% 2018E $73 61 5.2 $31.3 $7.6 24.4% (3.1) $4.6 0.1 0.1 $4.8 576 63 54 Normalized Year $7.6 24.4% $31.3 Enterprise Value at a Perpetual Growth Rate of 2.75% 3.00% Bank of America Merrill Lynch (1) (3.0) $4.5 0.1 (0.1) $4.5 $79 65 56#35Valuation Supporting Details Preliminary Discounted Cash Flow Analysis for New Opportunities Opportunity 7 Revenue 26 % Growth EBITDA % Margin Tax-effected EBIT Plus: Depreciation & Amortization Less: Capex, Net Less: Change in Working Capital Unlevered FCF 2015E LOX For more investment banking materials, visit www.10xebitda.com Discount Rate 8.0% 9.0% 10.0% $4.3 NA (S0.2) ΝΑ (S0.1) (0.5) ($0.6) Fiscal Year Ending June 30, 2016E 2017E Source: Pioneer Basa Casa as of April 9, 2014. Note: Dollars in millions. Assumes valuation as of June 30, 2014, mid-year discounting methodology, 40% tax rate and net debt as of June 30, 2014. Includes present value of 2019 nelaose of $13 million of working capital. $125.0 2807.0% $10.8 8.6% $6.5 (11.9) ($5.4) Discounted Cash Flows ¹15E - ¹18E (¹) $13 12 12 $125.0 $10.5 56.3 (0.9) $5.4 2018E $120.8 (3.4%) $9.6 8.0% $5.8 0.4 $6.1 Bank of America Merrill Lynch#36Potential Strategic Buyer Affordability Analysis Bank of America Merrill Lynch TOX For more investment banking materials, visit www.10xebitda.com Bank of Am Merrill Lyn#37Potential Strategic Buyer Affordability Analysis Summary Statistics of Other Potential Buyers Price as of 4/25/2014 27 Market Value Enterprise Value (¹) Credit Rating EV / CY 2014E EBITDA (2) Price / CY 2014E Earnings (2) Cash on Hand Available Credit Facilities QUANTA SERVILES LOX For more investment banking materials, visit www.10xebitda.com $35.20 $7,649 $7,169 WR/NR 9.1x 19.4x $489 $1,080 MasTec $40.76 $3,212 1 $4,010 Ba2 / BB 7.7x 17.8x $23 I $750 1 1 1 1 1 Source: Company filings and FactSet as of April 25, 2014. Note: Dollar amounts in U.S. milions except per share amounts. (1) Enterprise Value = Market value of Equity +Short-term Debt + Long-term Debt + Preferred Equity + Minority Interest - Cash and Marktobla Securities. Estimates obtained from Wall Street research and colendorized when necessary (3) 1 MYR GROUP $24.12 $530 $454 --/-- 5.4x 15.7x $76 $250 TE WILLURDS W $11.37 $583 $817 B3/B- 6.6x 14.2x $43 $150 Bank of America Merrill Lynch ferrovial $21.88 $16,052 $24,604 Baa 3 / BBB ΝΑ ΝΑ $4,356 ΝΑ#38Potential Strategic Buyer Affordability Analysis Estimated Willingness to Pay of Other Potential Buyers Offer Considerations 28 Transaction Statistics Pro Forma EPS Impact Acquiror Standalone Statistics Pro Forma Leverage Statistics Offer Price Per Share Premium to Current Transaction Value ( Trans. Value / CY2014E EBITDA CY2015E % Accretion / (Dilution) - $ CY2015E % Accretion/(Dilution) - % Pre-tax Synergies (Cushion) to Breakeven - $ CY2016E % Accretion / (Dilution) - $ CY2016E % Accretion/(Dilution) - % Pre-tax Synergies (Cushion) to Breakeven - S CY2014E EV / EBITDA CY2014E P/E 2015E FFO/Debt 2015E Debt/Total Capitalization 2015E Debt / EBITDA Credit Rating PF Debt/Total Capitalization PF 2015E Debt/ EBITDA LOX For more investment banking materials, visit www.10xebitda.com $10.98 10.0% 100% Cash $542 7.2x $0.07 3.3% ($26) $0.12 5.3% ($46) 11.4% 0.6x QUANTA SERVICES 9.1x 19.4 NM 0.1% 0.0x --/-- $12.48 25.0% $592 7.9x $0.06 2.8% ($23) $0.11 ($42) 12.4% 0.7x MasTec 75% Stock /25% Cash $10.98 10.0% $542 7.2x $0.07 2.5% ($11) ΝΑ NA NA Source: Pioneer Basa Casa as of April 9, 2014 and FactSet as of April 25, 2014 Note: Dollars in millions Transaction value based on 31.921 million common shares outstanding, 2.887 million options at a strike price of $11.49 per shore and 0.379 milion RSUS, per Fionaar Management and accounted for using the treasury stock method and as of March 31, 2014. Assumas Guanta Services transaction deot at 5% and MasTac ot 3.73%. Assumas transaction close of June 30, 2014. Assumes 20% write-up of excess purchase price amortized over 20 years. Excludes synergies. Excludes transaction fees/working capital. Assumes $182 million of net debt. Bank of America Merrill Lynch 46.3% 1.8x 7.7x 17.8 74.5% 44.6% 1.3x BB/Ba2 $12.48 25.0% $592 7.9x $0.03 1.2% ($5) NA ΝΑ NA 45.9% 1.8x