Merger Tracker Become Challenging in Fourth Quarter

Q4 2015 Investment Banking

Megadeals Drive Record M&A Volumes in 2015

In This Issue The rise of the preemptive process

Leveraged finance markets Merger Tracker become challenging in fourth quarter

Themes driving 2015 deal activity in technology, software, and food and beverage CONTENTS

1 Executive Summary

3 Market Update and Analysis

5 William Blair Mergers and Acquisitions Investment Banking

7 Sector and Transaction Data

EXECUTIVE SUMMARY

Megadeals Drive Record M&A Volumes in 2015

Preemptive processes shape emerged after August’s spike in diligence. But only recently has the deal-making throughout the volatility. We also look at the drivers trend taken hold in the United States. of deal activity in several of 2015’s Preemption has become increasingly year; second half drop in most active sectors. common in the U.S. software and liquidity creates challenges technology industries over the past for LBO activity. The Rise of the Preemptive Process several years, and in 2015 the trend Two thousand fifteen could rightly spread across all U.S. sectors. Throughout 2015 headlines were be described as “The Year of the In this environment, it is increasingly dominated by news of one blockbuster Preemptive Process.” After several important for sellers and their merger after another, and the dollar years of a bull M&A market, the advisors to have a game plan for how amounts were staggering. Led by competition for high‐quality assets has they will deal with preemptive bids. Pfizer and Allergan’s $191 billion become extremely intense. In a Two important parts of that merger, AB InBev and SABMiller’s majority of the transactions involving preparation are identifying the price $120 billion merger, and Shell and BG financial sponsors in 2015, private that could be expected through a Group’s $81 billion merger, there were equity firms were looking to act “regular way” process and being able 57 $10 billion+ transactions in 2015. quickly and decisively by making to evaluate the likelihood of a This all added up to a record $4.6 preemptive bids. preemptive offer coming to fruition trillion of deal value in 2015, or 9% Preemption has been fairly common in based on that potential buyer’s past more than 2007’s previous record and Europe for quite some time because of bidding behavior. Transparency and 36% higher than 2014 levels. the prevalence of vendor due credibility with the other bidders is Headlines about surging M&A dollar values, however, don’t reflect the reality of last year’s activity in the midcap space (deals between $100 Megacap M&A Surge Masks Midcap Plateau million and $1 billion). The record While M&A dollar values surged in 2015 thanks largely to an increase in M&A levels of 2015 were almost blockbuster transactions, activity in the midcap ($100 million to $1 billion) entirely driven by increased megadeal space was flat in the United States. activity. In U.S. midcap M&A, the number of transactions actually U.S. M&A Activity - 2015 decreased 1.9% in 2015 and the dollar value was up only 0.5%. Further No. of Transactions Total $ Value 65.7% illustrating the outsized contributions 19.1% of megadeals, $5 billion+ deals accounted for more than 50% of U.S. M&A dollar value in 2015 and $1 billion+ deals accounted for more than 80% of the dollar value. 0.5%

In this issue of Merger Tracker, we (1.9) examine two of the biggest trends that influenced deal‐making in 2015: the Midcap $1 billion+ Midcap $1 billion+ rise of the preemptive process and the Source: Dealogic and William Blair’s Mergers and Acquisitions market analysis challenging financing conditions that 1

EXECUTIVE SUMMARY

critical to managing an effective In this environment, it’s increasingly The food and beverage industry process once a preemptive bid has important for buyers to have the continued to see a high degree of been submitted. second‐lien financing in place and for consolidation, with many of the sellers and their advisors to engage acquisitions being driven by Leveraged Finance Markets with buyers earlier in the process companies looking to expand their Become Challenging in Q4 about the financing component of a portfolios in high‐growth segments The concerns about China’s growth, transaction. Looking ahead, we expect such as natural, organic, and better‐ oil prices, and U.S. interest rates that that the disruptions in the credit for‐you foods. In November, William combined to rattle equity markets in market will put downward pressure Blair advised Boulder Brands, which late August spilled over to debt on LBO valuations in 2016. has an extensive portfolio of health‐ markets during the last four months focused brands, on the company’s of 2015. This widespread downturn Themes in 2015’s $975 million acquisition by Pinnacle in lenders’ risk appetites significantly Most Active Sectors Foods. Private‐label also continued hurt pricing, liquidity, and leverage Technology was undoubtedly one to be a major driver of deal activity levels, making it increasingly difficult of the most active sectors from in 2015 as private‐label brands for deals involving second‐lien an M&A perspective in 2015. In have shifted from being a “cheap financing to get completed. addition to unprecedented levels alternative” to being a profit of aggressiveness from financial driver and point of differentiation During the fourth quarter, there sponsors, consolidators in the for retailers. were long stretches where no second‐ industry continue to be very active. lien financings got completed, and During the fourth quarter, William To learn more about these and other the deals that got done often took Blair advised two companies, Lancope trends that are shaping the deal‐ longer to complete and required and Acano, on sales to Cisco. Cisco making environment, please do not significant repricing. In many acquired network visibility and threat hesitate to contact us. instances, rather than being able to intelligence solutions provider rely on syndicated execution, Lancope for $452.5 million and borrowers were forced to preplace the collaboration infrastructure and debt through club arrangements. conferencing software provider Acano The downturn in liquidity and pricing for $700 million. was much sharper in the market for Software is another industry that saw larger, rated deals (generally $75 heightened levels of interest from million+ in EBITDA). While the midcap financial sponsors in 2015. William also saw many of these same trends, Blair advised EagleView, a leading the effects were more muted. In terms provider of aerial imagery, data of sectors, the downturn was greatest analytics, and GIS solutions, on its sale in more‐cyclical sectors, namely to Vista Equity Partners in June. industrials and consumer William Blair advised Infogix, a discretionary—suggesting that debt leading provider of enterprise data market participants believe that the analytics and integrity solutions and a U.S. economy is closer to the end of the portfolio company of H.I.G. Capital, on current expansion than what the its sale to Thoma Bravo in December. Federal Reserve believes.

William Blair 2

MARKET UPDATE AND ANALYSIS

M&A Values Reach Record $4.6 Trillion The steady stream of megamergers in 2015 resulted in record global M&A values for the year. The surge, however, belies the fact that the total number of transactions has increased only 4.2% since 2013.

Global M&A Values ($ billions) $6,000

$4,000

$2,000

$0 '02 '03 '04 '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15

Source: Dealogic and William Blair’s Mergers and Acquisitions market analysis

Megadeals Become Increasingly Common Headlined by Pfizer and Allergan’s $191 billion merger, AB InBev and SABMiller’s $120 billion merger, and Shell and BG Group’s $81 billion merger, megadeals shaped the M&A landscape last year. In 2015 there were 128 $5 billion+ Merger Tracker transactions and 57 $10 billion+ transactions.

Each quarter we look behind No. of $10 Billion+ Transactions the numbers to examine the 60 market dynamics and trends 40 that are shaping the deal- 20 making landscape. 0 '02 '03 '04 '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15

Source: Dealogic and William Blair’s Mergers and Acquisitions market analysis

Midcap M&A: Asia Pacific Offsets Slump in North America Despite the overall rise in M&A deal value across the globe, North American midcap M&A ($100 million to $1 billion) dropped 3.8%. The Asia Pacific region more than offset the slowdown in the Americas. Overall, midcap values and the number of transactions were both up approximately 10% in 2015.

Change in Midcap M&A Values by Region - 2014 to 2015

Latin America North America Africa/Middle East Europe Asia Pacific

(30.0%) (20.0%) (10.0%) 0.0% 10.0% 20.0% 30.0% 40.0%

Source: Dealogic and William Blair’s Mergers and Acquisitions market analysis

MARKET UPDATE AND ANALYSIS

Day-After Jump for Strategic Acquirers Ends in 2H-2015 From 2012 through the first half of 2015, investors rewarded companies on the day after an acquisition was announced. This trend ended in the second half of the year, as investors’ day-after reactions reverted toward the historical norm.

Average Share Price Change of Strategic Acquirers

4% 4% 4% 3% 2%

(0%) (0%) (0%) (0%) (0%) (1%) (1%) (1%) (1%) (1%) (2%) (2%) (2%) (2%) (2%) (3%) (3%) '95 '96 '97 '98 '99 '00 '01 '02 '03 '04 '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 1H 15 2H 15

Source: Dealogic and William Blair’s Mergers and Acquisitions market analysis

LBO Leverage Multiples Underwriting Tightens Amid Q4 Volatility 5.8x 5.7x 5.2x 5.3x 5.4x 5.3x 5.3x 5.2x The late-summer volatility in 4.8x 5.1x 4.3x 4.5x equity markets affected lenders’ risk appetites throughout the fourth quarter. This negatively affected leverage levels, pricing, and liquidity, making it increasingly difficult for deals involving second-lien 2011 2012 2013 2014 2015 4Q15 financing to get completed. The impact in the midcap Midcap Large Corporate was more muted than in the market

Source: S&P LCD for large corporate deals.

William Blair Market Index Measure Leveraged Finance Markets (1 = Most Lender-Friendly; 5 = Most Borrower-Friendly) Become Less Borrower-Friendly 4.3 William Blair’s quarterly survey of 3.9 4.1 4.0 4.0 3.4 leveraged finance professionals shows that participants believe that credit markets have become markedly less borrower-friendly over the past three months. Q4-2014 Q1-2015 Q2-2015 Q3-2015 Q4-2015 Q1-2016

Source: William Blair Leveraged Finance Survey

William Blair 4

WILLIAM BLAIR MERGERS AND ACQUISITIONS INVESTMENT BANKING

Our significant transaction experience across broad advisory William Blair and capital markets offerings has earned William Blair a by the Numbers reputation for orchestrating highly effective processes that generate outstanding outcomes for our clients. 300+ Recent transactions include: bankers globally with local cultural knowledge

2,000+ completed advisory and financing transactions

$200+

billion in transaction value for our clients

WILLIAM BLAIR MERGERS AND ACQUISITIONS INVESTMENT BANKING

Award‐winning Results With more than 150 senior bankers around the world, M&A Magazine William Blair has completed 2016 Most Influential Women in Middle Market M&A more than 2,000 advisory and financing transactions totaling more than $200 billion in value M&A Atlas for our clients* 2015 Investment Bank of the Year 2015 Americas Consumer Goods Deal of the Year Brent Gledhill 2015 Americas Professionals Services Deal of the Year Global Head of 2015 Global Deal of the Year Investment Banking 2015 European Deal of the Year +1 312 364 5475 [email protected] 2015 Europe Private Equity Deal of the Year Mark Brady M&A Advisor Global Head of Mergers & Acquisitions 2015 M&A Deal of the Year +1 312 364 8853 2015 Corporate and Strategic Acquisition of the Year [email protected]

2015 Cross‐Border Deal of the Year Andrew Jessen 2015 Cross‐Border Firm on the Year Head of North America Investment Banking +1 312 364 5390 [email protected]

Matthew Gooch Head of European Banking +44 20 7868 4478 U.S. Voicemail: +1 312 364 5425 [email protected]

* In the past five years as of January 31, 2016

William Blair 6

Merger Tracker

Sector and Transaction Data

SECTOR AND TRANSACTION DATA

Global M&A Activity

Regional Transactions • Overall global M&A activity in fourth quarter 2015 was down across most regions in terms of number of announced transactions, although disclosed transaction value increased among all regions except for Africa-Middle East. • During fourth quarter 2015, the number of announced deals was down 13% on average in all regions year-over-year, while deal value was comparably higher, up 59% on average over the same period. • The North American region continued to show an increase in disclosed dollar volume of 93%, which was driven by the announced multibillion-dollar transactions of fourth quarter 2015. • Through calendar year 2015, the number of deals announced decreased an average of 4% across all regions, while deal value increased 36%.

Global M&A Activity Detail ($ in millions) Number of Deals Deal Value % Chg. % Chg. 2013 2014 2015 '15 vs. '14 2013 2014 2015 '15 vs. '14

North America 2,761 2,940 2,847 (3.2%) $243,342 $402,207 $776,075 93.0%

Latin America 342 348 304 (12.6%) 42,879 29,585 30,527 3.2%

Europe 2,654 3,385 2,362 (30.2%) 174,317 227,084 304,165 33.9%

Africa / Middle East 262 232 294 26.7% 8,933 26,913 12,185 (54.7%)

Asia Pacific 3,303 3,076 2,839 (7.7%) 160,668 256,050 373,352 45.8%

Total 9,322 9,981 8,646 (13.4%) $630,141 $941,840 $1,496,303 58.9%

North America 5,717 6,206 6,079 (2.0%) $603,594 $869,169 $1,368,159 57.4%

Latin America 693 746 620 (16.9%) 76,426 59,986 50,138 (16.4%)

Europe 5,624 6,784 4,999 (26.3%) 339,753 433,544 521,742 20.3%

Africa / Middle East 509 513 550 7.2% 25,202 40,039 22,712 (43.3%)

Asia Pacific 6,246 6,319 6,279 (0.6%) 286,923 416,333 614,603 47.6%

Total 18,789 20,568 18,527 (9.9%) $1,331,898 $1,819,071 $2,577,355 41.7%

North America 11,759 12,411 12,315 (0.8%) $1,061,473 $1,584,632 $2,366,653 49.4%

Latin America 1,371 1,386 1,283 (7.4%) 117,042 111,720 78,632 (29.6%)

Europe 11,132 13,302 11,263 (15.3%) 651,705 871,688 999,654 14.7%

Africa / Middle East 1,036 1,067 1,072 0.5% 48,454 57,580 46,620 (19.0%)

Asia Pacific 11,873 12,235 12,805 4.7% 522,279 780,306 1,134,897 45.4%

Total 37,171 40,401 38,738 (4.1%) $2,400,953 $3,405,926 $4,626,455 35.8% Notes: Deal value limited to publically disclosed transaction value; year-to-date as of December 31, 2015 Sources: Dealogic and William Blair’s Mergers and Acquisitions market analysis

SECTOR AND TRANSACTION DATA

Midcap Regional Transactions • Opposed to the overall market, total global midcap M&A activity experienced an uptick in both transactions and transaction value activity during the fourth quarter of 2015, yielding increases of 10% in transactions and 8% in transaction value. • Asia Pacific was the top performer in number of announced deals during fourth quarter 2015, with transaction activity up 44%. • For second half 2015, the disclosed dollar value of global middle-market transactions increased 5%, resulting from a double-digit increase in Asia Pacific transaction value. • During the year, both the number of announced deals and total deal value increased 10%. Latin America as a region posted the most lackluster growth numbers.

Global Midcap M&A Activity Detail ($ in millions) Number of Deals Deal Value % Chg. % Chg. 2013 2014 2015 '15 vs. '14 2013 2014 2015 '15 vs. '14

North America 292 283 278 (1.8%) $94,522 $88,468 $87,403 (1.2%)

Latin America 40 31 42 35.5% 13,661 9,541 15,027 57.5%

Europe 223 264 217 (17.8%) 72,336 78,942 71,144 (9.9%)

Africa / Middle East 22 29 22 (24.1%) 4,972 9,898 5,685 (42.6%)

Asia Pacific 280 313 450 43.8% 76,457 91,544 121,703 32.9%

TOTAL 857 920 1,009 9.7% $261,949 $278,392 $300,962 8.1%

North America 609 598 567 (5.2%) $196,376 $187,331 $178,838 (4.5%)

Latin America 84 71 70 (1.4%) 28,133 25,931 23,733 (8.5%)

Europe 414 490 430 (12.2%) 127,102 148,981 139,133 (6.6%)

Africa / Middle East 44 50 45 (10.0%) 10,774 14,994 13,673 (8.8%)

Asia Pacific 523 576 792 37.5% 144,812 161,512 210,361 30.2%

TOTAL 1,674 1,785 1,904 6.7% $507,195 $538,748 $565,738 5.0%

North America 1,061 1,151 1,079 (6.3%) $335,796 $354,072 $340,545 (3.8%)

Latin America 147 139 124 (10.8%) 47,799 48,798 38,049 (22.0%)

Europe 750 875 890 1.7% 233,997 273,209 287,576 5.3%

Africa / Middle East 90 102 95 (6.9%) 22,057 26,839 27,393 2.1%

Asia Pacific 977 1,063 1,476 38.9% 264,751 291,691 396,955 36.1%

TOTAL 3,025 3,330 3,664 10.0% $904,399 $994,609 $1,090,517 9.6% Notes: Deal value limited to publically disclosed transaction value; midcap defined as deals with disclosed transaction values between $100 million and $1 billion Sources: Dealogic and William Blair’s Mergers and Acquisitions market analysis

William Blair 8

SECTOR AND TRANSACTION DATA

Annual Transactions

Global M&A Activity Number of Deals Undisclosed < $100M Midcap >$1B Deal Value Deal Value ($ in billions) 50,000 44,392 $5,000 42,876 42,747 41,537 41,311 40,401 36,938 37,171 40,000 36,642 38,738 $4,000 31,367 30,000 26,167 $3,000

20,000 $2,000

10,000 $1,000

0 $0

Number of Deals 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 >$1B 323 440 595 759 430 297 445 407 412 419 541 644 Midcap 2,256 2,755 3,320 4,091 3,126 2,147 2,871 3,006 2,894 3,025 3,330 3,664 < $100M 11,714 14,324 16,044 18,295 18,985 16,537 18,572 17,959 16,686 14,187 14,818 15,482 Undisclosed 11,874 13,848 16,979 19,731 18,996 17,661 19,423 23,020 22,755 19,540 21,712 18,948 Deal Value $1,944.5 $2,757.6 $3,611.8 $4,246.7 $2,682.5 $1,919.3 $2,444.2 $2,418.8 $2,308.5 $2,401.0 $3,406.0 $4,626.0 Notes: Deal value limited to publically disclosed transaction value; midcap defined as deals with disclosed transaction values between $100 million and $1 billion Sources: Dealogic and William Blair’s Mergers and Acquisitions market analysis

SECTOR AND TRANSACTION DATA

Global Cross-Border M&A Flows

2015 M&A Activity by Regional Flow

Cross-Border M&A Dollar Flows(1) ($ in billions)

$71.0B (+181.4%)

$234.5B (+36.9%) $42.2B (+21.6%)

Americas EMEA Asia-Pacific

$281.9B (+41.5%) $99.7B (+172.6%)

$85.5B (+8.6%)

(1) Flows defined based on target region and acquirer region. Americas defined as North and South America. EMEA defined as Europe, Middle East, and Africa. Asia defined as Asia, Australia, and Japan Note: Percent change of dollar flow from 2014

Global Cross-Border Flow Inbound Outbound Transaction Volume Number of Deals Transaction Volume Number of Deals Region 2014 2015 % Chg. 2014 2015 % Chg. 2014 2015 % Chg. 2014 2015 % Chg. North America $392.3 $357.4 (8.9%) 1180 1307 10.8% $204.6 $313.1 53.0% 1739 1792 3.0%

Latin America 57.5 25.9 (55.1%) 578 569 (1.6%) 163.8 8.3 (94.9%) 87 75 (13.8%)

Europe 218.4 344.4 57.7% 1562 1720 10.1% 226.9 266.1 17.3% 1432 1408 (1.7%)

Africa / Middle East 16.8 16.0 (4.5%) 382 435 13.9% 34.3 84.2 145.2% 210 222 5.7%

Asia Pacific 59.9 113.2 88.8% 827 747 (9.7%) 115.3 185.2 60.7% 1061 1281 20.7% Sources: Dealogic and William Blair’s Mergers and Acquisitions market analysis

William Blair 10

SECTOR AND TRANSACTION DATA

Cross-Border M&A Outflows

North America Latin America Europe

2,350 113 1,631 2,102 1,574 1,990 1,432 1,385 1,355 1,408 1,739 1,792 85 87 1,634 75 75 67

2010 2011 2012 2013 2014 2015 2010 2011 2012 2013 2014 2015 2010 2011 2012 2013 2014 2015

Top Targets Top Targets Top Targets Target 2015 2014 Target 2015 2014 Target 2015 2014 United Kingdom 19.0% 18.3% United States 26.3% 34.5% United States 39.1% 39.0% Australia 6.9% 7.9% Spain 15.0% 18.4% Brazil 8.9% 7.5% Germany 6.8% 7.7% Canada 10.0% 12.6% Canada 8.2% 6.4% France 6.0% 5.1% Portugal 5.0% NA Australia 8.0% 6.6% India 5.7% 4.3% India 3.8% NA South Africa 4.7% 2.9% Brazil 5.6% 5.9% United Kingdom 3.8% 2.3% India 4.3% 5.2% Spain 3.7% 3.4% Singapore 2.5% NA Chile 2.0% 1.9% Italy 3.6% 2.9% Switzerland 2.5% 3.4% China 1.7% 2.6% Netherlands 3.0% 3.0% Italy 2.5% 4.6% Mexico 1.7% 1.9% Israel 2.5% 1.9% Dominican Republic 2.5% NA Israel 1.5% 1.5%

Africa / Middle East Asia Pacific

222 1,281 209 210 1,222 1,209 206 1,108 183 1,021 1,061 167

2010 2011 2012 2013 2014 2015 2010 2011 2012 2013 2014 2015

Top Targets Top Targets Target 2015 2014 Target 2015 2014 United States 20.9% 13.5% United States 35.8% 37.0% United Kingdom 11.2% 11.9% United Kingdom 11.6% 9.2% Canada 5.3% 2.1% Germany 6.7% 7.2% Germany 5.3% 8.3% Canada 5.7% 5.3% Spain 5.3% 4.7% Brazil 3.1% 3.1% Brazil 4.9% 2.6% France 3.0% 3.0% Turkey 4.9% 1.0% Spain 2.6% 2.5% Poland 4.4% 2.6% Italy 2.5% 3.2% Australia 3.9% 6.7% Switzerland 2.3% 0.8% India 3.4% 8.3% South Africa 2.2% 1.1%

SECTOR AND TRANSACTION DATA

Cross-Border M&A Inflows

North America Latin America Europe

1,296 1,307 758 1,263 720 1,720 1,180 1,628 1,125 617 1,541 1,562 992 565 578 569 1,446 1,371

2010 2011 2012 2013 2014 2015 2010 2011 2012 2013 2014 2015 2010 2011 2012 2013 2014 2015

Top Targets Top Targets Top Targets Target 2015 2014 Target 2015 2014 Target 2015 2014 United Kingdom 17.6% 20.2% United States 30.2% 31.4% United States 53.5% 56.5% Japan 12.5% 13.4% Canada 11.6% 14.5% Japan 8.7% 8.0% China 10.0% 7.4% United Kingdom 8.1% 9.6% China 7.2% 5.8% France 7.0% 8.4% France 6.8% 3.8% Canada 6.5% 6.5% Germany 6.4% 7.4% Spain 6.7% 7.5% Australia 3.7% 3.8% Australia 6.2% 6.0% Japan 6.5% 2.8% India 2.9% 2.8% Switzerland 4.4% 3.7% Germany 3.9% 5.4% Singapore 2.8% 1.6% India 3.6% 3.6% Switzerland 3.2% 2.1% South Africa 2.3% 1.6% Israel 2.4% 1.4% Italy 2.8% 1.9% Hong Kong 1.9% 1.8% Netherlands 2.4% 1.9% Australia 2.6% 4.2% United Arab Emirates 1.3% 0.8%

Africa / Middle East Asia Pacific

1,290 531 1,198 477 486 435 977 404 382 893 827 747

2010 2011 2012 2013 2014 2015 2010 2011 2012 2013 2014 2015

Top Targets Top Targets Target 2015 2014 Target 2015 2014 United States 19.3% 20.5% United States 46.0% 41.1% United Kingdom 17.9% 20.5% United Kingdom 14.7% 16.5% Australia 9.6% 12.1% Canada 7.1% 6.7% Canada 7.1% 6.3% Germany 6.7% 6.7% France 6.7% 7.3% France 5.6% 6.9% China 5.0% 2.4% Sweden 2.4% 1.6% India 4.8% 4.2% Switzerland 2.2% 4.0% Germany 3.2% 1.6% Italy 1.7% 1.2% Japan 3.0% 4.5% Belgium 1.6% 0.8% Switzerland 3.0% 2.4% Netherlands 1.6% 2.3%

William Blair 12

SECTOR AND TRANSACTION DATA

U.S. M&A Activity

Transaction Detail • During fourth quarter 2015, U.S. M&A activity decreased roughly 7%, while total disclosed transaction value increased 92%; the primary area of growth were deals with values greater than $1 billion. • The number of midcap transactions announced in second half 2015 decreased 3%, while the number of mega-deals increased 17%. • U.S. M&A activity through 2015 saw the number of announced deals decrease by 1%, while disclosed transaction value increased by 49%, suggesting the period hosted more deals at a higher average deal value per transaction.

U.S. M&A Activity Detail ($ in millions) Number of Deals Deal Value

% Chg. % Chg. 2013 2014 2015 '15 vs. '14 2013 2014 2015 '15 vs. '14

< $100M 734 751 781 4.0% $17,988 $19,550 $18,488 (5.4%)

$100M-$500M 273 284 254 (10.6%) 63,297 64,942 58,492 (9.9%)

$500M-$1B 72 50 64 28.0% 51,838 37,512 45,403 21.0%

Total Midcap 345 334 318 (4.8%) 115,134 102,454 103,895 1.4%

> $1B 65 75 82 9.3% 156,933 312,629 712,066 127.8%

Undisclosed 1,780 1,957 1,705 (12.9%) - - - -

Total Deals 2,924 3,117 2,886 (7.4%) $290,055 $434,634 $834,450 92.0%

< $100M 1,483 1,464 1,690 15.4% $34,848 $37,564 $39,960 6.4%

$100M-$500M 561 566 535 (5.5%) 128,817 128,204 120,748 (5.8%)

$500M-$1B 147 115 129 12.2% 103,045 83,727 90,928 8.6%

Total Midcap 708 681 664 (2.5%) 231,862 211,931 211,676 (0.1%)

> $1B 119 156 183 17.3% 416,850 708,478 1,253,821 77.0%

Undisclosed 3,701 4,194 3,700 (11.8%) - - - -

Total Deals 6,011 6,495 6,237 (4.0%) $683,559 $957,973 $1,505,457 57.2%

< $100M 3,119 2,975 3,378 13.5% $69,282 $72,567 $80,753 11.3%

$100M-$500M 998 1,085 1,039 (4.2%) 224,067 244,114 233,902 (4.2%)

$500M-$1B 245 222 243 9.5% 174,383 158,706 171,107 7.8%

Total Midcap 1,243 1,307 1,282 (1.9%) 398,450 402,820 405,008 0.5%

> $1B 213 283 337 19.1% 755,274 1,277,603 2,117,045 65.7%

Undisclosed 7,623 8,338 7,731 (7.3%) - - - -

Total Deals 12,198 12,903 12,728 (1.4%) $1,223,006 $1,752,990 $2,602,807 48.5% Notes: Deal value limited to publically disclosed transaction value; midcap defined as deals with disclosed transaction values between $100 million and $1 billion Sources: Dealogic and William Blair’s Mergers and Acquisitions market analysis

SECTOR AND TRANSACTION DATA

Annual Activity

U.S. M&A Activity Number of Deals Undisclosed < $100M Midcap >$1B Deal Value Deal Value ($ in billions) 16,000 14,649 $3,000 13,336 13,390 12,728 12,741 12,903 14,000 12,427 12,198 11,509 $2,500 12,000 9,952 10,104 9,365 $2,000 10,000 8,000 $1,500 6,000 $1,000 4,000 $500 2,000 0 $0

Number of Deals 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 >$1B 171 209 269 346 158 124 201 183 218 213 283 337 Midcap 1,097 1,118 1,286 1,438 1,073 713 1,133 1,161 1,144 1,243 1,307 1,282 < $100M 3,497 3,415 3,359 3,214 3,764 3,455 5,172 4,276 4,094 3,119 2,975 3,378 Undisclosed 5,187 5,362 7,513 8,338 6,514 5,073 6,235 7,770 9,193 7,623 8,338 7,731 Deal Value $992.1 $1,297.1 $1,644.7 $1,748.3 $1,074.1 $884.2 $1,045.1 $1,171.2 $1,080.3 $1,223.0 $1,753.0 $2,602.8

U.S. Midcap M&A Activity Number of Deals $100M-$500M $500M-$1B Deal Value Deal Value ($ in billions) 1,600 1,438 $500 1,282 1,307 1,400 1,286 1,243 1,118 1,133 1,161 1,144 $400 1,200 1,097 1,073

1,000 $300 713 800 600 $200 400 $100 200 0 $0

Number of Deals 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 $500M-$1B 173 185 239 307 183 102 221 219 231 245 222 243 $100M-$500M 924 933 1,047 1,131 890 611 912 942 913 998 1,085 1,039 Deal Value $318.1 $338.4 $410.7 $475.0 $325.7 $201.2 $358.7 $367.5 $363.1 $398.5 $402.8 $405.0 Notes: Deal value limited to publically disclosed transaction value; midcap defined as deals with disclosed transaction values between $100 million and $1 billion Sources: Dealogic and William Blair’s Mergers and Acquisitions market analysis

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SECTOR AND TRANSACTION DATA

U.S. Valuation Multiples • Over the last 12 months, U.S. valuation multiples as measured by enterprise value to EBITDA, which have historically been above those of the overall market over the past decade, remained at 10.8 times, modestly above the overall market at 9.9 times. • In the last 12 months, multiples found in the midcap are on par with the broader market, returning to levels reminiscent of pre-2008.

Median EV/EBITDA Multiples Number of Deals Global United States 12.0x 12.0x

10.0x 10.0x

8.0x 8.0x

6.0x 6.0x

4.0x 4.0x

2.0x 2.0x

0.0x 0.0x

2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Global 8.4x 9.1x 9.7x 10.0x 7.6x 6.7x 8.6x 8.8x 8.2x 9.0x 9.6x 9.9x United States 9.1x 10.3x 11.0x 11.2x 9.0x 7.4x 9.9x 10.8x 9.6x 10.0x 11.2x 10.8x

Median EV/EBITDA Midcap Multiples Number of Deals < $100M Midcap >$1B 16.0x 16.0x 14.0x 14.0x 12.0x 12.0x 10.0x 10.0x 8.0x 8.0x 6.0x 6.0x 4.0x 4.0x 2.0x 2.0x 0.0x 0.0x

2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 < $100M 8.3x 9.0x 9.5x 9.0x 6.0x 5.5x 9.2x 9.4x 7.7x 8.5x 9.3x 8.8x Midcap 8.9x 10.6x 10.9x 10.0x 9.4x 7.6x 10.0x 10.4x 9.6x 10.9x 9.8x 10.5x >$1B 10.4x 11.2x 11.9x 13.5x 10.4x 9.2x 10.2x 12.0x 10.6x 12.1x 13.3x 12.2x Notes: Median calculations exclude EBITDA multiples greater than 20 times; midcap defined as deals with disclosed transaction values between $100 million and $1 billion Sources: Dealogic and William Blair’s Mergers and Acquisitions market analysis

SECTOR AND TRANSACTION DATA

Private Equity Transaction Analysis • There were 484 announced private-equity-related transactions in the fourth quarter, down 18% year-over-year; moreover, the quarter hosted $164 billion in total dollar volume, up roughly 79% over the year-ago period. • Second half 2015 produced similar results when compared to the fourth quarter; announced private-equity-related transactions were down 8%, while deal value increased by 52%. • When defining “private-equity-related transactions,” we continue to exclude deals in which the private-equity firm was not the controlling shareholder or where the company was publicly traded but still listed a private-equity firm as a shareholder.

U.S. Private Equity Activity Detail ($ in millions) Number of Deals Deal Value % Chg. % Chg. 2013 2014 2015 '15 vs. '14 2013 2014 2015 '15 vs. '14

< $100M 70 61 48 (21.3%) $2,383 $2,276 $1,882 (17.3%)

Midcap 89 84 80 (4.8%) 33,350 30,145 30,198 0.2%

> $1B 21 24 26 8.3% 41,161 59,260 132,135 123.0%

Undisclosed 351 424 330 (22.2%) - - - -

Total Deals 531 593 484 (18.4%) $76,894 $91,681 $164,215 79.1%

< $100M 140 122 122 0.0% $4,717 $4,539 $4,247 (6.4%)

Midcap 152 162 171 5.6% $54,901 $57,379 $61,008 6.3%

> $1B 34 44 60 36.4% $66,873 $130,959 $228,746 74.7%

Undisclosed 657 853 731 (14.3%) - - - -

Total Deals 983 1,181 1,084 (8.2%) 126,491 192,877 294,001 52.4%

< $100M 317 265 275 3.8% 9,505 9,922 9,530 (3.9%)

Midcap 263 316 301 (4.7%) 94,464 112,837 109,185 (3.2%)

> $1B 65 92 106 15.2% $193,414 $266,963 $435,201 63.0%

Undisclosed 1,263 1,552 1,508 (2.8%) - - - -

Total Deals 1,908 2,225 2,190 (1.6%) $297,383 $389,722 $553,916 42.1% Notes: Deal value limited to publically disclosed transaction value; midcap defined as deals with disclosed transaction values between $100 million and $1 billion Sources: Dealogic and William Blair’s Mergers and Acquisitions market analysis

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SECTOR AND TRANSACTION DATA

U.S. Private Equity Activity Number of Deals Undisclosed < $100M Midcap >$1B Deal Value Deal Value ($ in billions) 2,314 2,500 2,227 2,225 $700 2,180 2,190 2,047 1,981 1,908 $600 2,000 1,786 1,795 1,618 1,471 $500 1,500 $400

1,000 $300 $200 500 $100

0 $0

Number of Deals 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 >$1B 53 62 86 123 34 25 60 56 65 65 92 106 Midcap 340 343 368 402 252 193 339 297 253 263 316 301 < $100M 575 540 649 457 548 575 565 438 465 317 265 275 Undisclosed 650 841 1,124 1,332 961 678 1,017 1,256 1,397 1,263 1,552 1,508 Deal Value $231.0 $299.8 $550.0 $631.7 $204.1 $152.4 $271.5 $266.9 $262.5 $297.4 $389.7 $553.9

U.S. Private Equity Exit Activity Number of Deals Undisclosed < $100M Midcap >$1B Deal Value Deal Value ($ in billions) 600 $300 514 510 475 500 449 463 $250 422 437 421 397 400 $200 296 300 258 $150 191 200 $100

100 $50

0 $0

Number of Deals 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 >$1B 20 30 19 53 10 6 38 31 40 44 55 60 Midcap 120 159 123 149 69 56 145 125 116 98 150 158 < $100M 61 77 57 48 40 38 53 52 47 43 35 28 Undisclosed 95 156 198 225 139 91 201 241 260 236 274 264 Deal Value $83.1 $138.2 $84.5 $162.0 $75.5 $40.7 $141.4 $137.5 $157.0 $140.6 $238.2 $230.9 Notes: Deal value limited to publically disclosed transaction value; midcap defined as deals with disclosed transaction values between $100 million and $1 billion Sources: Dealogic and William Blair’s Mergers and Acquisitions market analysis

SECTOR AND TRANSACTION DATA

U.S. Private Equity Acquisition Activity Number of Deals Undisclosed < $100M Midcap >$1B Deal Value Deal Value ($ in billions) 2,500 2,008 $500

1,872 1,899 2,000 1,821 $400 1,849 1,664 1,581 1,497 1,412 1,432 1,500 $300 1,081 1,039 1,000 $200

500 $100

0 $0

Number of Deals 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 >$1B 40 35 73 86 21 13 32 27 43 32 55 55 Midcap 193 217 237 262 157 96 189 161 140 138 152 148 < $100M 337 397 483 352 394 349 318 270 320 211 206 208 Undisclosed 511 763 1,056 1,308 925 581 893 1,206 1,318 1,200 1,459 1,488 Deal Value $150.5 $182.2 $471.3 $473.3 $99.9 $72.3 $137.9 $171.6 $151.9 $177.7 $200.8 $384.8

U.S. Private Equity Acquisition Activity: Platform Versus Add-on Transactions 2,500 2,500 Platform Acquisitions Add-on Acquisitions

2,000 2,000

735 1,500 617 1,500 865 1,022 1,062 531 765 419 546 797 1,000 1,000 322 361 1,232 1,273 500 993 500 966 886 899 956 850 837 759 678 784

0 0 Percent of Deals 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Platform 70.2% 70.3% 66.6% 63.4% 64.5% 65.3% 61.9% 54.0% 52.5% 49.6% 45.4% 44.1% Add-on 29.8% 29.7% 33.4% 36.6% 35.5% 34.7% 38.1% 46.0% 47.5% 50.4% 54.6% 55.9% Notes: Deal value limited to publically disclosed transaction value; midcap defined as deals with disclosed transaction values between $100 million and $1 billion Sources: Dealogic and William Blair’s Mergers and Acquisitions market analysis

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SECTOR AND TRANSACTION DATA

• Private-equity funds continued to target high-growth sectors; computers and electronics represented 23% of acquisitions through 2015, while professional services represented 14% and healthcare represented 9%. • Based on disclosed dollar volume, the computers and electronics sector dominated activity for 2015, at $154 billion, representing nearly 34% of the total transaction value.

Private-Equity Activity by Target Sector ($ in millions) Number of Deals Deal Value % Chg. % Chg. 2013 2014 2015 '15 vs. '14 2013 2014 2015 '15 vs. '14 Aerospace 9 14 14 14 $1,150 $1,808 $3,800 $930

Agribusiness 2 3 5 3 - $50 $250 -

Auto/Truck 56 30 74 53 $2,236 $883 $9,084 $4,871

Chemicals 65 42 72 59 $11,889 $5,084 $11,714 $4,744

Computers & Electronics 427 387 433 467 $24,937 $35,172 $50,118 $153,529

Construction/Building 78 69 82 72 $6,558 $5,484 $5,186 $8,156

Consumer Products 65 47 70 65 $6,759 $5,465 $9,313 $3,125

Defense 4 4 3 1 $225 $897 $215 -

Dining & Lodging 37 29 42 34 $7,543 $2,378 $10,719 $2,860

Finance 72 70 76 83 $7,922 $15,936 $14,850 $16,420

Food & Beverage 57 43 58 46 $4,915 $15,987 $21,447 $71,617

Forestry & Paper 18 16 25 13 $1,265 $496 $170 $445

Government ------

Healthcare 215 190 155 186 $20,647 $29,181 $37,123 $31,488

Holding Companies 7 6 2 3 - $321 $253 $313

Insurance 71 77 116 152 $7,634 $4,484 $6,246 $7,187

Leisure & Recreation 29 19 33 33 $2,865 $2,810 $2,280 $9,775

Machinery 69 56 55 66 $9,661 $6,891 $3,888 $5,056

Metal & Steel 48 37 40 27 $2,282 $4,098 $3,808 $2,616

Mining 8 7 6 8 $789 $946 $143 $13

Oil & Gas 51 52 88 52 $19,636 $23,512 $26,317 $11,233

Professional Services 296 281 339 279 $13,624 $8,237 $19,075 $14,403

Publishing 25 22 45 31 $4,163 $283 $1,041 $3,589

Real Estate/Property 34 27 38 49 $3,789 $5,219 $27,801 $57,834

Retail 59 69 58 70 $17,051 $7,126 $37,118 $9,691

Telecommunications 90 48 46 42 $28,139 $11,730 $14,280 $4,096

Textile 9 15 17 16 $14 $4,444 $1,088 $2,937

Transportation 55 46 29 56 $2,175 $3,547 $1,980 $7,961

Utility & Energy 42 28 43 43 $8,770 $8,951 $4,438 $22,775

Total 1,998 1,734 2,064 2,023 $216,637 $211,421 $323,743 $457,665 Sources: Dealogic and William Blair’s Mergers and Acquisitions market analysis

SECTOR AND TRANSACTION DATA

Transaction Participants and Considerations • Acquisition activity by public companies slightly decreased through 2015 as public companies’ share of activity represented 40%. Private companies accounted for 19% of all acquirers over the last 12 months, up slightly from 14% in 2014. • Private companies remain by far the most attractive targets, as they made up 38% of activity in 2015, during which the amount of activity coming from public companies continued its recent decline. • Regarding transaction consideration in 2015, all-cash deals account for roughly 49% of all financing, while cash/stock mix deals account for roughly 32% and stock-only deals account for roughly 19%.

U.S. Midcap M&A Activity by Acquirer Percent of Deals 60.0% Private Public Private Equity Foreign 60.0%

50.0% 50.0%

40.0% 40.0%

30.0% 30.0%

20.0% 20.0%

10.0% 10.0%

0.0% 0.0% Percent of Deals 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Private 11.3% 12.5% 13.5% 14.3% 18.5% 15.9% 13.9% 16.0% 16.7% 25.9% 14.0% 19.0% Public 46.2% 45.7% 41.6% 38.7% 37.1% 39.8% 42.7% 42.2% 43.4% 39.2% 45.2% 40.0% Private Equity 26.5% 24.9% 25.2% 25.6% 20.2% 20.4% 21.7% 18.3% 18.4% 16.5% 19.5% 16.1% Foreign 16.0% 16.9% 19.7% 21.4% 24.2% 23.9% 21.7% 23.5% 21.5% 18.4% 21.3% 24.9%

U.S. Midcap M&A Activity by Target Percent of Deals 60.0% Private Public Private Equity Divestiture 60.0%

50.0% 50.0%

40.0% 40.0%

30.0% 30.0%

20.0% 20.0%

10.0% 10.0%

0.0% 0.0% Percent of Deals 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Private 29.3% 35.7% 37.5% 37.7% 40.4% 34.5% 33.9% 38.7% 35.2% 38.7% 37.4% 38.0% Public 17.7% 14.9% 17.0% 17.9% 17.9% 17.4% 15.8% 10.0% 11.7% 13.4% 9.1% 8.6% Private Equity 25.5% 26.4% 22.7% 21.3% 16.9% 19.8% 22.5% 19.8% 22.5% 18.8% 25.2% 21.8% Divestiture 27.6% 23.0% 22.7% 23.1% 24.8% 28.3% 27.9% 31.6% 30.6% 29.1% 28.3% 31.6% Sources: Dealogic and William Blair’s Mergers and Acquisitions market analysis

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SECTOR AND TRANSACTION DATA

Distressed U.S. M&A Activity Number of Deals Undisclosed < $100M Midcap >$1B Deal Value Deal Value ($ in billions) 500 $150 378 400 297 $100 300 215 183 157 200 119 125 83 103 $50 60 76 100 48

0 $0 Number of Deals 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 >$1B 8 4 2 4 7 13 10 10 6 10 1 3 Midcap 44 19 8 12 28 51 58 16 17 25 12 15 < $100M 109 20 12 22 19 117 88 57 56 39 21 30 Undisclosed 54 17 26 38 65 197 141 100 78 51 49 55 Deal Value $40.6 $15.2 $2.5 $20.2 $39.9 $90.3 $98.8 $38.2 $20.5 $49.2 $23.6 $22.6

U.S. Take-Private Transaction Activity Number of Deals < $100M Midcap >$1B Deal Value Deal Value ($ in billions) 100 $400 73 80 70 66 $300 55 60 49 51 43 45 40 $200 34 31 40 24 $100 20

0 $0 Number of Deals 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 >$1B 11 13 31 38 7 2 16 12 7 11 8 23 Midcap 10 20 24 22 16 15 29 31 19 29 11 33 < $100M 19 10 11 13 11 14 10 6 19 11 5 14 Deal Value $34.8 $68.6 $274.9 $274.9 $20.3 $11.7 $55.1 $45.0 $20.2 $89.6 $30.4 $106.5

Transaction Consideration Percent of Deals Stock Only Cash Only Cash/Stock Other 100.0% 100.0%

80.0% 80.0%

60.0% 60.0%

40.0% 40.0%

20.0% 20.0%

0.0% 0.0% Percent of Deals 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Stock Only 20.1% 19.3% 21.7% 13.2% 13.9% 18.7% 15.2% 14.8% 11.6% 14.1% 15.8% 18.5% Cash Only 59.2% 61.3% 65.7% 72.3% 75.3% 59.1% 66.3% 70.7% 71.4% 63.2% 56.6% 48.9% Cash / Stock 19.5% 18.4% 11.2% 12.9% 9.5% 19.7% 14.4% 11.9% 14.9% 18.8% 26.7% 32.0% Other 1.2% 1.0% 1.4% 1.6% 1.3% 2.5% 4.1% 2.6% 2.1% 3.9% 0.9% 0.6% Notes: Deal value limited to publically disclosed transaction value; midcap defined as deals with disclosed transaction values between $100 million and $1 billion Sources: Dealogic and William Blair’s Mergers and Acquisitions market analysis

SECTOR AND TRANSACTION DATA

Industry Breakdown • The industry breakdown of U.S. M&A activity in 2015 echoes that of private-equity activity in that sectors such as computers and electronics, professional services, and healthcare account for a dominant portion; computers and electronics account for 21%, while professional services account for 15% and healthcare accounts for 10% of total acquisitions. • Based on disclosed dollar volume, the computers and electronics, healthcare, and oil and gas sectors attracted the most activity, the aggregate of which accounted for approximately 48% of total transaction value through the same period. • Also notable for the year were the huge deals announced in the healthcare sector, the dollar volume of which alone represents 25% of total acquisitions.

U.S. M&A Activity by Target Sector ($ in millions) 2012 2013 2014 2015

Transactions Midcap Total Midcap Total Midcap Total Midcap Total Aerospace 5 49 9 44 3 47 7 44

Agribusiness 2 41 4 49 3 62 - 41

Auto/Truck 7 224 11 152 17 235 10 185

Chemicals 20 252 20 193 17 200 13 185

Computers & Electronics 97 2,550 112 2,061 141 2,420 183 2,813

Construction/Building 9 400 19 305 19 376 23 332

Consumer Products 20 298 14 219 25 303 10 250

Defense 3 11 4 11 1 4 - 10

Dining & Lodging 23 250 35 257 34 232 35 267

Finance 49 704 69 695 76 644 60 611

Food & Beverage 23 265 14 234 21 235 23 209

Forestry & Paper 5 57 8 55 8 68 9 46

Government 1 1 1 2 - 1 - -

Healthcare 95 1,237 95 1,046 96 961 115 1,198

Holding Companies 1 54 1 37 2 23 1 21

Insurance 17 287 11 246 19 297 11 327

Leisure & Recreation 21 216 13 156 9 162 12 146

Machinery 22 283 16 247 14 238 10 229

Metal & Steel 10 170 6 143 15 151 10 121

Mining 6 155 8 105 10 108 14 103

Oil & Gas 132 589 118 459 152 508 100 356

Professional Services 43 1,669 31 1,498 54 1,734 50 1,292

Publishing 6 221 7 189 9 187 13 173

Real Estate/Property 149 1,007 173 505 128 421 145 450

Retail 18 297 30 291 21 274 22 257

Telecommunications 22 313 31 273 31 227 24 184

Textile 1 49 6 52 2 48 2 49

Transportation 17 256 24 247 22 194 19 218

Utility & Energy 44 297 44 262 53 289 44 255

Total 868 12,202 934 10,033 1,002 10,649 965 10,372 Notes: Deal value limited to publically disclosed transaction value; midcap defined as deals with disclosed transaction values between $100 million and $1 billion Sources: Dealogic and William Blair’s Mergers and Acquisitions market analysis

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SECTOR AND TRANSACTION DATA

U.S. M&A Value by Target Sector ($ in millions) 2012 2013 2014 2015

Transactions Midcap Total Midcap Total Midcap Total Midcap Total Aerospace $2,147 $2,272 $2,464 $3,987 $1,681 $1,833 $2,881 $12,083

Agribusiness $880 $922 $1,467 $2,640 $560 $3,805 - $233

Auto/Truck $3,028 $7,348 $2,942 $6,044 $5,164 $34,316 $3,927 $11,831

Chemicals $6,193 $27,290 $6,480 $14,885 $5,415 $40,235 $7,042 $118,345

Computers & Electronics $30,367 $94,981 $33,693 $113,536 $47,036 $172,000 $60,929 $356,585

Construction/Building $2,578 $11,586 $5,933 $11,882 $6,270 $22,566 $8,693 $20,444

Consumer Products $6,465 $15,769 $4,202 $10,381 $6,724 $59,153 $4,505 $49,838

Defense $740 $748 $1,194 $1,292 $215 $3,984 - $4,975

Dining & Lodging $7,197 $14,055 $7,794 $12,548 $9,429 $24,432 $8,425 $27,523

Finance $17,056 $63,534 $20,120 $45,672 $18,873 $49,154 $18,522 $131,850

Food & Beverage $7,776 $42,040 $6,222 $44,814 $7,696 $45,929 $8,115 $116,196

Forestry & Paper $2,785 $4,109 $1,681 $10,107 $1,326 $3,123 $2,693 $13,494

Government $1 $1 $3 $3 - - - -

Healthcare $30,646 $106,903 $34,867 $115,109 $35,771 $323,964 $39,420 $575,027

Holding Companies $220 $453 $158 $332 $463 $540 $145 $261

Insurance $6,783 $13,397 $4,356 $10,343 $7,660 $21,347 $4,579 $59,083

Leisure & Recreation $6,188 $20,430 $3,419 $9,273 $3,445 $19,873 $3,656 $13,026

Machinery $9,406 $25,508 $4,308 $9,934 $5,903 $22,462 $3,423 $24,976

Metal & Steel $3,054 $7,805 $2,383 $7,934 $5,730 $11,966 $2,868 $41,963

Mining $1,415 $2,242 $2,800 $6,170 $2,423 $3,397 $4,571 $6,362

Oil & Gas $42,976 $119,017 $40,056 $83,831 $45,636 $148,069 $30,592 $160,554

Professional Services $13,275 $24,921 $9,112 $20,418 $17,350 $42,656 $14,183 $34,215

Publishing $1,079 $12,590 $2,641 $3,340 $2,980 $3,573 $4,457 $6,654

Real Estate/Property $35,389 $90,083 $51,290 $107,674 $34,835 $87,544 $39,077 $134,936

Retail $6,346 $19,342 $11,550 $26,875 $5,946 $41,548 $5,208 $40,612

Telecommunications $6,315 $78,916 $10,950 $185,745 $8,145 $94,106 $6,847 $151,021

Textile $257 $466 $2,030 $4,651 $496 $652 $330 $3,137

Transportation $5,085 $11,776 $8,551 $30,064 $6,383 $13,123 $7,049 $68,602

Utility & Energy $16,023 $51,935 $17,340 $67,000 $15,536 $162,161 $15,010 $92,245

Total $271,670 $870,439 $300,006 $966,484 $309,091 $1,457,511 $307,147 $2,276,071 Notes: Deal value limited to publically disclosed transaction value; midcap defined as deals with disclosed transaction values between $100 million and $1 billion Sources: Dealogic and William Blair’s Mergers and Acquisitions market analysis

SECTOR AND TRANSACTION DATA

Cross-Border Transaction Analysis • The overall market in 2015 favors outbound over inbound transactions 60% to 40%, in line with historical averages of 59% to 41%. • Over the same period, the midcap (excluding undisclosed transactions with undisclosed values) favors outbound over inbound transactions 55% to 45%. • Through 2015, North American outbound activity was primarily directed toward the United Kingdom, Germany, and Australia; conversely, North America received the most inbound interest from the United Kingdom, Japan, and China.

U.S. Midcap Cross-Border M&A by Number of Deals Number of Deals Outbound Inbound Inbound Deal Value Outbound Deal Value Deal Value ($ in billions) 1,800 $100

1,600 1,535 $90 1,451 1,351 1,359 1,400 1,321 1,300 $80 1,249 1,243 $70 1,200 1,039 1,037 986 957 979 $60 1,000 925 819 840 856 908 778 761 $50 800 777 652 605 $40 600 480 $30 400 $20 200 $10

0 $0 Number of Deals 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Inbound Midcap 119 129 167 187 152 98 153 171 161 147 175 199 Undisclosed 361 523 758 852 688 507 608 737 825 630 782 780 Value $39.2 $41.0 $59.4 $64.4 $49.1 $30.3 $49.3 $58.8 $50.1 $51.0 $57.2 $70.6 Outbound Midcap 173 165 224 307 249 144 222 223 196 229 208 245 Undisclosed 605 654 813 1,014 1,051 712 1,027 1,312 1,155 1,014 1,151 1,206 Value $50.2 $48.5 $70.4 $95.1 $73.6 $39.3 $64.6 $66.4 $60.4 $73.3 $65.7 $76.9 Notes: Deal value limited to publically disclosed transaction value; midcap defined as deals with disclosed transaction values between $100 million and $1 billion Sources: Dealogic and William Blair’s Mergers and Acquisitions market analysis

William Blair 24

SECTOR AND TRANSACTION DATA

U.S. Cross-Border M&A – Number of Transactions Inbound Outbound Total Sector Median 2012 2013 2014 2015 2012 2013 2014 2015 2012 2013 2014 2015 > $1B 37 30 50 54 34 35 31 52 71 65 81 106 Midcap 161 147 175 199 196 229 208 245 357 376 383 444 < $100M 466 381 375 499 537 414 388 430 1,003 795 763 929 Undisclosed 825 630 782 780 1,155 1,014 1,151 1,206 1,980 1,644 1,933 1,986 Total 1,489 1,188 1,382 1,532 1,922 1,692 1,778 1,933 3,411 2,880 3,160 3,465

U.S. Cross-Border M&A –Transaction Value Inbound Outbound Total Sector Median 2012 2013 2014 2015 2012 2013 2014 2015 2012 2013 2014 2015 > $1B $128,717 $71,268 $202,959 $388,163 $82,431 $106,999 $119,912 $165,894 $211,148 $178,267 $322,871 $554,057 Midcap $50,089 $50,960 $57,220 $70,597 $60,351 $73,262 $65,721 $76,863 $110,440 $124,222 $122,941 $147,460 < $100M $9,634 $7,109 $7,843 $9,772 $14,081 $10,228 $11,181 $11,791 $23,715 $17,337 $19,024 $21,563 Undisclosed ------Total $188,440 $129,337 $268,022 $468,532 $156,863 $190,489 $196,814 $254,548 $345,303 $319,826 $464,836 $723,080

U.S. Cross-Border M&A – 2015 Inbound to U.S. Outbound From U.S. Target Industry Deals Acquirer Country Deals Target Industry Deals Target Country Deals Computers & Electronics 403 Canada 432 Computers & Electronics 503 Canada 385 Healthcare 183 United Kingdom 201 Professional Services 255 United Kingdom 305 Professional Services 161 Japan 147 Healthcare 162 Germany 108 Real Estate/Property 70 China 111 Finance 86 Australia 102 Mining 63 Germany 76 Real Estate/Property 71 France 102 Food & Beverage 54 France 68 Machinery 69 India 91 Construction/Building 50 Australia 65 Telecommunications 69 Brazil 90 Finance 48 Switzerland 46 Consumer Products 58 Italy 63 Consumer Products 47 India 44 Chemicals 57 Spain 62 Oil & Gas 47 Singapore 31 Transportation 57 Netherlands 49

U.S. Cross-Border M&A – 2014 Inbound to U.S. Outbound From U.S. Target Industry Deals Acquirer Country Deals Target Industry Deals Target Country Deals Computers & Electronics 315 Canada 358 Computers & Electronics 427 Canada 301 Professional Services 180 United Kingdom 210 Professional Services 264 United Kingdom 290 Healthcare 109 Japan 145 Healthcare 122 Germany 121 Oil & Gas 82 France 80 Finance 81 Australia 108 Mining 63 Germany 79 Real Estate/Property 70 Brazil 87 Construction/Building 56 China 71 Consumer Products 66 France 81 Food & Beverage 53 Australia 56 Chemicals 63 India 71 Consumer Products 51 India 40 Machinery 61 Spain 55 Real Estate/Property 50 Switzerland 37 Oil & Gas 51 Italy 50 Utility & Energy 47 Sweden 32 Mining 50 Netherlands 47

SECTOR AND TRANSACTION DATA

U.S. Debt Capital and Private Equity

Fourth Quarter 2015 Update

Interest Rates

3.00 5-Year TSY 10-Year TSY 3M LIBOR

2.50 2.27% 2.00 1.76% 1.50

1.00 0.61% 0.50

0.00 1/1/2015 2/1/2015 3/1/2015 4/1/2015 5/1/2015 6/1/2015 7/1/2015 8/1/2015 9/1/2015 10/1/2015 11/1/2015 12/1/2015 1/1/2016

1 Yr Ago 6 Mos Ago 3 Mos Ago 1 Mo Ago Current 3-Month LIBOR 0.26% 0.28% 0.33% 0.42% 0.61% 5-Year Treasury 1.65% 1.65% 1.36% 1.65% 1.76% 10-Year Treasury 2.17% 2.36% 2.04% 2.21% 2.27% Source: Bloomberg as of December 31, 2015

Leveraged Loan Statistics 1Q15 2Q15 3Q15 4Q15 Credit Statistics Midcap Corporate: First Lien Debt Leverage 4.4x 3.8x 4.2x 4.4x Total Debt Leverage 4.9x 4.5x 5.6x 5.7x EBITDA/Cash Interest 3.3x 4.4x 2.9x 3.2x Midcap LBO: First Lien Debt Leverage 4.4x 4.2x 4.3x 4.2x Total Debt Leverage 4.9x 5.2x 5.9x 5.6x EBITDA/Cash Interest 3.3x 3.8x 2.9x 3.2x Midcap Institutional Spreads 544.0 480.9 506.3 535.0 Default Rate 12-Month Default Rate by No. of Loans 0.6% 0.8% 0.8% 1.2% Source: William Blair proprietary database

William Blair 26

SECTOR AND TRANSACTION DATA

Midcap Leveraged Loan Volume ($ in billions)

$6.0 $5.2 $4.9 $5.0 $4.7 $4.0 $3.8 $3.9 $3.8 $4.0 $3.4 $3.5 $3.4 $3.1 $3.0 $3.0 $2.8 $3.0 $2.6 $2.6 $2.7 $2.6 $2.2 $2.1 $2.2 $2.0 $2.2 $2.0 $1.7 $0.8 $1.0

$0.0 Q409 1Q10 2Q10 3Q10 4Q10 1Q11 2Q11 3Q11 4Q11 1Q12 2Q12 3Q12 4Q12 1Q13 2Q13 3Q134Q131Q142Q143Q144Q141Q152Q153Q154Q15

Highlighted Transactions Company Business Description Sponsor Structure/ Pricing Senior/ Total Leverage Comments Plaskolite Manufactures acrylic Charlesbank Capital Partners $40 million Revolver 4.5 / 6.0x Backs the LBO of the sheet products. $312.5 million 1st Lien Term company by Charlesbank $105 million 2nd Lien Term Capital Partners. L + 475; 1% Floor (1st) Privately Placed (2nd)

FullBeauty Brands Operates as an online Apax Partners $100 million Revolver 4.7x / 6.7x Backs the LBO of the shopping mall for plus $820 million 1st Lien Term company by Apax Partners. sizes. $345 million 2nd Lien Term L + 475; 1% Floor (1st) L + 900; 1% Floor (2nd)

Hostess Brands Operates as a wholesale Apollo Management $100 million Revolver 4.7x / 6.3x Backs a dividend to sponsors baker and distributor of $925 million 1st Lien Term Apollo Capital Management bread and snack cakes in $300 million 2nd Lien Term and Dean Metropoulos. the United States. L + 350; 1% Floor (1st) L + 750; 1% Floor (2nd)

Schumacher Group Provider of outsourced Onex Corp. $75 million Revolver 3.8x / 5.1x Backs the LBO of the physician and $400 million 1st Lien Term company by Onex Corp. administrative services $135 million 2nd Lien Term to hospital emergency L + 400; 1% Floor (1st) departments. L + 850; 1% Floor (2nd)

Source: S&P’s LCD

SECTOR AND TRANSACTION DATA

Select Fourth Quarter 2015 Midcap Leveraged Loan Transactions ($ in millions) Senior Structure 1st 2nd 1st 2nd Libor Libor Total Borrower Sponsor(s) Industry Date Use Total RC Lien Lien Spread Spread Leverage Ldiscovery Carlyle Group Computers & Electronics 15-Dec LBO $115 $15 $100 -- 475 -- 3.0x

United Site Services Calera Capital Services & Leasing 15-Dec Acquisition $60 -- $60 -- 475 -- 4.0x NN Inc -- Manufacturing & 15-Nov Refinancing $50 -- $50 -- 475 -- 4.8x Machinery Higginbotham & Stone Point Capital Insurance 15-Nov Refinancing $230 $40 $190 -- 525 -- 6.2x Associates Foundation Building Lone Star Funds Building Materials 15-Sep LBO $375 $50 $245 $80 625 1050 5.7x Materials AlliedBarton Security Wendel Services & Leasing 15-Sep LBO $114 -- $84 $30 325 700 6.5x Services Investissement Novetta Solutions Carlyle Group Computers & Electronics 15-Sep LBO $325 $40 $200 $85 500 850 6.5x

Universal Fiber Systems HIG Capital Textile & Apparel 15-Sep LBO $240 $35 $165 $40 550 950 4.7x

High-Yield Volume – Transactions Less Than $300 Million ($ in billions)

$20.0 $17.6 $17.9 $18.0 $16.3 $16.5 $16.0 $14.8 $14.8 $13.7 $13.9 $13.1 $12.9 $13.5 $14.0 $12.3 $12.0 $11.3 $12.0 $10.8 $10.0 $9.5 $10.0 $8.8 $7.7 $8.0 $6.0 $6.0 $5.2 $3.3 $3.7 $4.0 $2.7 $2.0 $0.0 1Q10 2Q10 3Q10 4Q10 1Q11 2Q11 3Q11 4Q11 1Q12 2Q12 3Q12 4Q12 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15 3Q15 4Q15 Source: S&P’s LCD

William Blair 28

SECTOR AND TRANSACTION DATA

Yields of New Issue Senior Unsecured Bonds

14.0% BB B

12.0% NA due to little 10.0% market NA activity 8.0% 6.3%

6.0% 5.0% 4.0%

2.0%

0.0% Jan-07 Jul-07 Jan-08 Jul-08 Jan-09 Jul-09 Jan-10 Jul-10 Jan-11 Jul-11 Jan-12 Jul-12 Jan-13 Jul-13 Jan-14 Jul-14 Jan-15 Jul-15 Jan-16

Note: Jan-12 B-rated data not available due to limited market activity

Recent High-Yield Transactions – Less Than $300 Million ($ in millions) Date Name Industry Purpose SP Moody’s Size Issue Market Years YTM Spread

Dec-15 iHeartCommunications Inc Radio Recap/Dividend B B2 $225 Senior Notes 144a 5 9.00% nc2

Dec-15 Group 1 Automotive Inc Retail Refinancing BB Ba2 $300 Senior Notes 144a life 8 5.25% nc3

Dec-15 Churchill Downs Inc Entertainment & Leisure Acquisition BB B1 $300 Add-on Senior Notes 144a 6 5.10% nc1

Nov-15 M/I Homes Inc Real Estate Refinancing B+ B1 $300 Senior Notes 144a 5 6.75% nc2

Nov-15 ContourGlobal Power Holdings Utilities Refinancing BB- B3 $100 Add-on Secured Notes 144a life 3 7.37% nc1

Nov-15 Teekay Corporation Transportation Refinancing B+ B2 $200 Add-on Senior Notes 144a 4 8.78% nclife

Nov-15 Summit Materials LLC Building Materials Refinancing B Caa2 $300 Add-on Senior Notes 144a 8 6.23% nc2.75

Oct-15 Asbury Automotive Group Retail Corp Purpose BB B1 $200 Add-on Subordinated Notes 144a 9 5.28% nc4

Oct-15 Jarden Corporation Entertainment & Leisure Acquisition BB Ba3 $300 Senior Notes 144a life 8 5.00% nc3

Source: S&P’s LCD

SECTOR AND TRANSACTION DATA

European M&A Activity

Transaction Detail • The total number of European M&A transactions announced in the fourth quarter decreased by 29% year-over-year, while total deal value increased by 43% over the same period. • Second half 2015 saw a 23% increase in European M&A deal value, primarily due to a 36% in deal value stemming from transactions greater than $1 billion. • The European M&A landscape in 2015 posted an overall 9% decline in number of transactions announced and a 15% gain in deal value.

European M&A Activity Detail ($ in millions) Number of Deals Deal Value

% Chg. % Chg. 2013 2014 2015 '15 vs. '14 2013 2014 2015 '15 vs. '14

< $100M 751 1,046 756 (27.7%) $14,508 $18,983 $15,658 (17.5%)

$100M-$500M 226 277 233 (15.9%) 53,850 64,788 54,426 (16.0%)

$500M-$1B 55 44 58 31.8% 38,044 32,051 41,519 29.5%

Total Midcap 281 321 291 (9.3%) 91,894 96,839 95,945 (0.9%)

> $1B 59 55 46 (16.4%) 130,503 184,758 318,972 72.6%

Undisclosed 2,380 2,645 1,790 (32.3%) - - - -

Total Deals 3,471 4,067 2,883 (29.1%) $236,906 $300,580 $430,575 43.2%

< $100M 1,510 1,976 1,545 (21.8%) $28,477 $33,882 $31,605 (6.7%)

$100M-$500M 426 510 456 (10.6%) 98,798 117,138 102,070 (12.9%)

$500M-$1B 105 96 118 22.9% 67,571 68,825 83,683 21.6%

Total Midcap 531 606 574 (5.3%) 166,368 185,963 185,752 (0.1%)

> $1B 128 116 113 (2.6%) 379,558 412,800 559,589 35.6%

Undisclosed 6,818 7,734 6,309 (18.4%) - - - -

Total Deals 8,987 10,432 8,541 (18.1%) $574,403 $632,645 $776,947 22.8%

< $100M 2,970 3,737 3,446 (7.8%) $55,660 $64,311 $64,517 0.3%

$100M-$500M 770 920 885 (3.8%) 176,334 212,054 200,715 (5.3%)

$500M-$1B 186 191 216 13.1% 127,436 136,839 152,520 11.5%

Total Midcap 956 1,111 1,101 (0.9%) 303,770 348,893 353,235 1.2%

> $1B 187 212 205 (3.3%) 596,462 759,773 929,997 22.4%

Undisclosed 8,993 9,760 8,744 (10.4%) - - - -

Total Deals 13,106 14,820 13,496 (8.9%) $955,892 $1,172,977 $1,347,749 14.9% Notes: Deal value limited to publically disclosed transaction value; midcap defined as deals with disclosed transaction values between $100 million and $1 billion Sources: Dealogic and William Blair’s Mergers and Acquisitions market analysis

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SECTOR AND TRANSACTION DATA

European M&A Activity Number of Deals Undisclosed < $100M Midcap >$1B Deal Value Deal Value ($ in billions) 20,000 15,610 $2,500 17,167 16,259 14,984 15,439 15,256 14,820 13,869 13,496 $2,000 15,000 12,873 13,106

10,651 $1,500 10,000 $1,000

5,000 $500

0 $0

Number of Deals 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 >$1B 140 223 286 415 247 131 189 189 173 187 212 205 Midcap 1,028 1,283 1,570 1,873 1,469 809 1,037 1,153 1,037 956 1,111 1,101 < $100M 3,962 4,742 4,788 4,916 5,171 4,249 4,180 4,291 3,767 2,970 3,737 3,446 Undisclosed 5,521 6,625 7,225 8,406 9,372 9,795 10,033 11,534 10,279 8,993 9,760 8,744 Deal Value $842.0 $1,227.1 $1,702.4 $2,277.9 $1,369.5 $692.8 $962.4 $939.9 $910.3 $955.9 $1,173.0 $1,347.8

European Midcap M&A Activity Number of Deals $100M-$500M $500M-$1B Deal Value Deal Value ($ in billions) 2,000 1,873 $700 1,570 1,469 $600 1,500 1,283 $500 1,153 1,111 1,028 1,037 1,037 1,101 956 $400 1,000 809 $300

$200 500 $100

0 $0

Number of Deals 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 $500M-$1B 191 194 299 358 269 138 173 210 200 186 191 216 $100M-$500M 837 1,089 1,271 1,515 1,200 671 864 943 837 770 920 885 Deal Value $316.9 $379.1 $492.9 $590.7 $454.5 $242.1 $316.1 $362.4 $326.7 $303.8 $348.9 $353.2 Notes: Deal value limited to publically disclosed transaction value; midcap defined as deals with disclosed transaction values between $100 million and $1 billion Sources: Dealogic and William Blair’s Mergers and Acquisitions market analysis

SECTOR AND TRANSACTION DATA

European Valuation Multiples • European multiples follow those of the United States in that European valuations are slightly above the global market historically; however, they differ in that multiples produced by Europe are generally slightly lower than those of the United States. • Similarly, the prices paid abroad continue to improve as the region rebuilds after its recent financial woes.

Median EV/EBITDA Multiples Number of Deals Global Europe 15.0x 15.0x

10.0x 10.0x

5.0x 5.0x

0.0x 0.0x 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Global 8.4x 9.1x 9.7x 10.0x 7.6x 6.7x 8.6x 8.8x 8.2x 9.0x 9.6x 9.9x Europe 8.6x 9.7x 9.9x 11.5x 9.6x 7.1x 8.4x 9.2x 7.5x 8.8x 10.2x 9.2x

Median EV/EBITDA Midcap Multiples Number of Deals < $100M Midcap >$1B 15.0x 15.0x

10.0x 10.0x

5.0x 5.0x

0.0x 0.0x 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 < $100M 7.7x 8.1x 9.1x 9.7x 7.7x 6.2x 7.8x 8.7x 7.1x 7.9x 8.6x 8.3x Midcap 9.6x 10.4x 10.2x 11.6x 10.0x 6.8x 8.4x 9.4x 7.9x 9.4x 11.4x 10.5x >$1B 11.4x 11.5x 11.5x 12.8x 11.9x 7.8x 10.2x 11.4x 9.1x 10.0x 12.4x 10.7x

European Average Acquisition Premiums Number of Deals 1-Week Premium 4-Week Premium 40% 40%

30% 30%

20% 20%

10% 10%

0% 0% 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 1-Week Premium 18.7% 17.6% 18.1% 19.1% 27.1% 25.2% 23.6% 28.4% 25.1% 23.8% 23.6% 23.9% 4-Week Premium 19.6% 21.5% 21.3% 21.6% 28.2% 28.9% 26.0% 31.1% 27.9% 26.0% 26.1% 25.8% Notes: Median calculations exclude EBITDA multiples greater than 20 times; midcap defined as deals with disclosed transaction values between $100 million and $1 billion Sources: Dealogic and William Blair’s Mergers and Acquisitions market analysis

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SECTOR AND TRANSACTION DATA

Private Equity Transaction Analysis

European Private Equity Activity Number of Deals Undisclosed < $100M Midcap >$1B Deal Value Deal Value ($ in billions) 2,000 1,861 $300 1,637 1,667 1,565 1,579 1,431 1,420 $250 1,500 1,292 1,298 1,206 1,164 1,146 $200

1,000 $150

$100 500 $50

0 $0

Number of Deals 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 >$1B 28 45 54 73 38 11 28 36 27 24 31 38 Midcap 210 224 225 271 168 97 134 154 126 129 138 153 < $100M 404 457 437 459 415 310 315 302 250 281 257 185 Undisclosed 564 839 921 1,058 1,046 746 954 1,087 889 864 994 770 Deal Value $143.3 $185.1 $231.5 $273.5 $157.9 $70.7 $132.4 $153.5 $107.8 $97.8 $131.1 $159.2

European Private Equity Exit Activity Number of Deals Undisclosed < $100M Midcap >$1B Deal Value Deal Value ($ in billions) 571 600 546 $200 520 519 500 465 500 461 405 384 388 $150 400 323

300 256 $100

200 $50 100

0 $0

Number of Deals 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 >$1B 16 33 29 56 22 8 23 31 27 23 35 33 Midcap 103 149 129 148 73 49 105 106 75 102 118 150 < $100M 91 137 106 121 77 59 73 95 59 71 63 57 Undisclosed 113 227 256 246 212 140 187 287 244 269 284 221 Deal Value $76.5 $113.6 $114.4 $188.5 $69.4 $36.5 $114.9 $127.3 $94.9 $83.2 $115.6 $136.0 Notes: Deal value limited to publically disclosed transaction value; midcap defined as deals with disclosed transaction values between $100 million and $1 billion Sources: Dealogic and William Blair’s Mergers and Acquisitions market analysis

SECTOR AND TRANSACTION DATA

Emerging Markets M&A Activity

Latin American M&A Activity Number of Deals Undisclosed < $100M Midcap >$1B Deal Value Deal Value ($ in billions)

2,000 1,758 $300 1,691 1,351 1,283 1,453 1,485 $250 1,500 1,399 1,166 $200

888 910 1,000 $150 576 568 $100 500 $50

0 $0

Number of Deals 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 >$1B 10 5 20 21 26 23 45 32 25 26 26 17 Midcap 85 89 141 190 129 117 161 189 192 157 153 142 < $100M 244 228 309 500 485 356 495 550 573 523 477 415 Undisclosed 237 246 418 572 526 414 650 920 968 747 829 825 Deal Value $59.5 $46.8 $126.4 $106.1 $112.0 $90.3 $242.5 $142.1 $152.1 $136.0 $139.8 $88.2

Asian M&A Activity Number of Deals Undisclosed < $100M Midcap >$1B Deal Value Deal Value ($ in billions) 18,000 16,062 $1,600 15,813 15,393 16,000 14,426 14,692 13,811 13,942 13,496 $1,400 12,867 13,119 14,000 $1,200 12,000 10,232 $1,000 10,000 7,274 $800 8,000 $600 6,000 4,000 $400 2,000 $200 0 $0

Number of Deals 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 >$1B 64 74 109 125 93 86 123 116 93 97 121 224 Midcap 454 683 869 1,223 984 844 1,013 1,065 1,009 1,147 1,264 1,716 < $100M 4,669 6,606 8,465 10,610 10,501 9,288 9,213 9,531 8,540 7,919 7,906 8,610 Undisclosed 2,087 2,869 3,424 4,104 4,235 3,593 4,077 4,681 4,300 3,956 4,205 4,142 Deal Value $323.5 $397.9 $579.2 $744.3 $917.0 $746.3 $546.8 $693.0 $757.0 $679.6 $660.0 $1,347.8 Notes: Deal value limited to publically disclosed transaction value; midcap defined as deals with disclosed transaction values between $100 million and $1 billion Sources: Dealogic and William Blair’s Mergers and Acquisitions market analysis

William Blair 34

SECTOR AND TRANSACTION DATA

Recent Select William Blair Transactions

William Blair Closed Date Client Client Description Transaction Description Deal Value Pending Vivid Seats Provider of sports, concerts, and theater events tickets Sale to Vista Equity Partners, a San Francisco-based private equity ND online firm

Pending* Ampco-Pittsburgh Manufacturer and seller of custom designed engineering Acquisition of Akers, a producer of cast and forged rolls for the ND Corporation products aluminum industry

2/18/2016* Nutrition Supplier of probiotic products to commercial livestock Sale to Chr. Hansen, a developer of natural ingredient solutions for $185.0 Physiology the food, pharmaceutical, and agricultural industries Company 1/19/2016 Athas Capital Provider of lending services Sale to EMS, a provider of investment services ND Group

1/16/2016 A Wireless Specialty retailer of Verizon Wireless products and Sale to Lone Star Funds, a Dallas-based private equity firm ND Holdings services

1/15/2016 Boulder Brands Provider of natural and organic foods Sale to Pinnacle Foods, a manufacturer of branded food products $975.0

1/13/2016 Carbonite Provider of online backup services to mainstream Acquisition of eVault, a provider of cloud-connected backup and ND computer users recovery solutions

1/4/2016 Tubular Steel Distributor of carbon, alloy and stainless steel tubing Sale to Reliance Steel & Aluminum Co., a provider of metals ND products processing and inventory management services

12/31/2015 Infogix Provider of data integrity, analytics, and visibility Sale to Thoma Bravo, a Chicago-based private equity firm ND solutions

12/31/2015 Huron Consulting Provider of eDiscovery services Sale to Consilio, a provider of advisory and business services $112.0 Group's Legal Division 12/31/2015 Eagle Family Foods Manufacturer and marketer of a portfolio of dry-grocery Sale to Kelso & Company, a New York-based private equity firm ND (a subsidiary of food products The J.M. Smucker Company) 12/22/2015 ProAmpac Manufacturer of packaging products Acquisition of Coating Excellence International, a provider of ND flexible packaging and technical products

12/21/2015* Investcorp A global private equity and investment management firm Acquisition of SecureLink Group, a designer of network and ND security solutions

12/21/2015 Lancope Developer of network visibility and security intelligence Sale to Cisco Systems, a designer and manufacturer of Internet $452.5 solutions Protocol (IP) based networking products and services

12/18/2015* Nudo Products Manufacturer of wall and ceiling panels Sale to Grupo Verzatec, a producer of plastic and steel products ND

12/18/2015 Equian Provider of healthcare reimbursement analysis and Sale to New Mountain Capital, a New York-based private equity $225.0 payment integrity solutions firm

12/17/2015* KODA Distribution Distributor of specialty chemicals Sale to Azelis, an international supplier of specialty chemicals ND Group

12/17/2015 Source Designer and optimizer of refrigeration and HVAC Sale to Audax Group, a Boston-based private equity firm ND Refrigeration & systems HVAC, Inc. 12/15/2015 Lynx Grills Manufacturer of stainless steel outdoor kitchen products Sale to The Middleby Corporation, a manufacturer and provider of ND commercial foodservice and residential kitchen equipment

12/8/2015 SP Industries Designer and manufacturer of laboratory equipment and Sale to Harbour Group, a Missouri-based private equity firm ND supplies

* Represents cross-border transaction ND – Transaction value not disclosed

SECTOR AND TRANSACTION DATA

William Blair Closed Date Client Client Description Transaction Description Deal Value 12/8/2015 Siris Capital Group A New York-based private equity firm Acquisition of Premiere Global Services, a provider of $1,000.0 collaboration software and services

12/4/2015 Clearleap Provider of multi-screen video logistics solutions for the Sale to IBM, a global provider of information technology products ND television industry and services

12/4/2015* PMG Research Provider of clinical research services Sale to ICON, an outsourcer of contract research ND

12/4/2015* Dümmen Orange Producer and seller of cut flowers, bedding plants, and Sale to BC Partners, a London-based private equity firm € 505.0 perennials

12/3/2015 BlueHornet Provider of email marketing solutions Sale to Marlin Equity Partners, a California-based private equity ND Networks, Inc. (a firm subsidiary of Digital River) 12/1/2015 Millennium Trust Provider of diversified investment solutions Sale to Parthenon Capital Partners, a San Francisco-based private ND Company equity firm

12/1/2015 Direct Travel Provider of corporate travel management services Sale to ABRY Partners, a Boston-based private equity firm ND

11/30/2015 Pomeroy IT Provider of infrastructure management services Sale to Clearlake Capital Group, a California-based private equity ND Solutions firm

11/23/2015 Silverlink Provider of healthcare engagement management Sale to Welltok, a designer and developer of healthcare technology ND Communications platforms

11/16/2015 High Ridge Brands Manufacturer and seller of personal care products Sale to The Village Company, a producer and seller of bath, ND shower, and body care products

11/4/2015* PAY.ON Developer of online payment and risk management Sale to ACI Worldwide, a developer and marketer of software € 180.0 technologies products and services

11/3/2015 Plaskolite Manufacturer of acrylic sheet products Sale to Charlesbank Capital Partners, a Boston-based private ND equity firm

11/2/2015 AHEAD Provider of cloud infrastructure solutions Sale to Court Square, a New York-based private equity firm ND

10/30/2015* BioNovion B.V. Developer of antibodies for the immune therapy of Sale to Aduro BioTech, a developer of technology platforms ND cancer designed to stimulate immune responses against cancer

10/30/2015 Stumptown Coffee Owner and operator of coffee roasteries and cafes Sale to Peet’s Coffee & Tea, a provider of fresh roasted coffee and ND Corp. tea

10/28/2015* Sun European A London-based private equity firm Acquisition of Flexitech Holdings, a manufacturer of automotive ND Partners hydraulic brake hoses

10/22/2015 Affordable Care Provider of denture and dental care services Sale to Berkshire Partners, a Boston-based private equity firm $825.0

10/15/2015* Synergetics USA, Provider of precision surgical devices and medical Sale to Valeant Pharmaceuticals, a manufacturer of $195.6 Inc. equipment pharmaceuticals and medical devices

10/10/2015* Sunrise Growers Grower, processer, and supplier of fresh and frozen fruit Sale to SunOpta, a processer and marketer of natural, organic, and $450.0 products specialty food products

10/7/2015 CoAdvantage Provider of integrated human resource (HR) solutions Sale to Morgan Stanley Private Equity, a New-York based private ND for small and medium-sized businesses equity firm

10/2/2015 LAPP Insulators Manufacturer of high quality insulators Sale to PFISTERER Holding AG, a manufacturer of energy ND Holding GmbH infrastructure systems

10/1/2015 TFS Trial Form Provider of clinical research services Sale to Ratos, a Swedish-based private equity firm ND Support International * Represents cross-border transaction ND – Transaction value not disclosed

William Blair 36

SECTOR AND TRANSACTION DATA

William Blair Corporate Industry Coverage

Industry Groups Business & Commercial Services Consumer & Retail Financial Services Healthcare Industrials Technology • Accounts Receivable • Apparel • Asset Management • Aesthetics and • Automotive & • Application Software Management • Branded Consumer • Brokerage Dermatology Transportation Products • Barcode/Auto • • • Business Process Products • Commercial Finance Animal Health Building Products, Identification Outsourcing • • Technologies & • Cruise Lines & Resorts • Consumer Finance Biotechnology Computer/Telephony • Consulting • • Automation • Discount Stores • Specialty Insurance & Contract Research Digital Media • • Capital Goods Mfg. Distribution • Drugstores Insurance Services Organizations • E-commerce • • • Chemicals Education Services • E-commerce • Trust Services Dental Products & Infrastructure • Services • Contract & Electronics • Energy Services • Fitness Clubs Electronic Components • Mfg. • Environmental Services Diagnostic Products • Electronics • Food & Beverage • • • & Services Infrastructure Products Manufacturing Services Facility Services • Food Retailing • • Environmental • • Healthcare Distribution ERP Software Fire & Security Services • Gaming & Lodging Technology & Services • • Healthcare IT • Financial Technology Government IT Services • Hard Goods • Material Handling • • Healthcare Services • HR Outsourcing HR Services • Home Furnishings • Metal Processing • • Imaging Technology & • IT Services Information Services • Leisure • Paper & Plastics • Services • Payroll Services Infrastructure Services • Power Sports Packaging • IT-Enabled Services • • Legal Services • • Process Controls & Semiconductor Capital Private Label • Medical Devices Equipment • Marketing and • Technology Restaurants • • Advertising Services Payer IT Services • Pumps, Valves & Software as a Service • Specialty Retail • (SaaS) • Parking Services Pharmaceutical Filtration • Sporting Goods Outsourcing • Telecom Equipment • Professional Services • Thermal Management • Toys & Games • Pharmaceuticals • Telecom Services • Quality Assurance • Water & Waste Water • • Services & Solutions Revenue Cycle Transaction Processing Management • Rental Services • Residential Services • Route-Based Services • Staffing & Search • Transportation & Logistics • Utility & Industrial Services

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This material has been approved for distribution in the United Kingdom by William Blair International, Ltd. Regulated by the Financial Conduct Authority (FCA), and is directed only at, and is only made available to, persons falling within COB 3.5 and 3.6 of the FCA Handbook (being “Eligible Counterparties” and Professional Clients). This Document is not to be distributed or passed on at any “Retail Clients.” No persons other than persons to whom this document is directed should rely on it or its contents or use it as the basis to make an investment decision.

William Blair’s investment banking group combines significant transaction experience, rich industry knowledge, and deep relationships to deliver successful advisory and financing solutions to our global base of corporate clients. We serve both publicly traded and privately held companies, executing mergers and acquisitions, growth financing, financial restructuring, and general advisory projects. This comprehensive suite of services allows us to be a long-term partner to our clients as they grow and evolve. From 2011-2015, the investment banking group completed more than 350 merger-and- acquisition transactions worth $95 billion in value, involving parties in 26 countries and About William Blair four continents, was an underwriter on more than 20% of all U.S. initial public offerings, Investment Banking and raised more than $120 billion in public and private financing.