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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 3 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.
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