20082008 Deal of the YearYear AAwardswards

BUYOUT FIRM OF THE YEAR BEST NEW FIRM MEGA MARKET DEAL LARGE MARKET DEAL MIDDLE MARKET DEAL SMALL MARKET DEAL EUROPEAN DEAL EMERGING MARKET DEAL TURNAROUND LARGE LENDER DEAL MIDDLE MARKET LENDER DEAL MIDDLE MARKET INVESTMENT BANK LAW FIRM OF THE YEAR Because we understand no two deals are ALIKE

There’s any number of reasons why companies and sponsors continue to rely on Allied Capital as a partner. For 50 years Allied Capital has been providing tailored debt and equity solutions to middle market companies. Founded in 1958, and operating as a since 1960, today we have over $9 billion in managed $44,000,000 assets between our own balance sheet and the committed capital to our managed Second Lien Notes funds. We provide capital at all levels of the balance sheet – from senior, second lien, unitranche, and subordinated debt through equity – providing one-stop solutions to RECAPITALIZATION middle market companies and sponsors.

MILESTONE PARTNERS Our partners rely on us...because we understand no two deals are alike.

WASHINGTON DC Bruce M. Kelleher, Jr. Robert D. Long $68,000,000 [email protected] [email protected] Second Lien Debt Gay S. Truscott Frederick W. Hill [email protected] [email protected] Equity Co-Investment CHICAGO LOS ANGELES QUAD-C MANAGEMENT, INC. Michael J. Miller Jeri J. Harman [email protected] [email protected] Thomas C. Lauer Thomas A. Turpin [email protected] [email protected]

www.alliedcapital.com

Buyouts MAGAZINE 2008 DEAL OF THE YEAR YEARBOOK 2 | YEARBOOK | CONTENTS

YOUR SOURCE FOR LEVERAGED AND MANAGEMENT BUYOUTS

Features LETTER FROM THE EDITOR 3 By David M. Toll Buyouts

Editor: David Toll [email protected] (646) 822-3427 NOMINEES 4 Managing Editor: Jeremy Harrell [email protected] WINNERS 6 (646) 822-3039 Events Editor: Mark Cecil Research Editor: Eamon Beltran Associate Editors: Joshua Payne; Erin Griffith; Bernard Vaughan West Coast Reporter: Constance Loizos Awards BUYOUT FIRM OF THE YEAR 8 Editor-At-Large: Dan Primack Contributors: Lawrence Aragon; Alastair Goldfisher; Angela Sormani BEST NEW FIRM 10 European Editor: Amanda Palmer Williams Designer/Production Supervisor: Alinda Capital Partners Janet Yuen MEGA MARKET DEAL OF THE YEAR 12 Senior Art Director: David Cooke The Blackstone Group Managing Director/Publishing: David Hurst LARGE MARKET DEAL OF THE YEAR 14 Publisher: Jim Beecher Lombard Investments Director/Sales: Robert Mills [email protected] MIDDLE MARKET DEAL OF THE YEAR 16 (646) 822-3574 Advertising Director: David Harkey Accel-KKR [email protected] (646) 822-3507 SMALL MARKET DEAL OF THE YEAR: 18 Advertising Sales Executive: Halyard Capital Crystel Debs [email protected] EUROPEAN DEAL OF THE YEAR 20 (646) 822-2790 Advent International Reprints: Morene Stark EMERGING MARKET DEAL OF THE YEAR AND DEAL 22 [email protected] OF THE YEAR (866) 879-9144 x119 ACON Investments Customer Service: Irving Orsini TURNAROUND OF THE YEAR 23 [email protected] (800) 455-5844 Sun Capital Partners (646) 822-2997 LARGE LENDER OF THE YEAR 24 M-F 9am-5pm EST Credit Suisse Thomson Financial MIDDLE MARKET LENDER OF THE YEAR 26 195 Broadway, 22nd Floor GE Antares New York, NY 10007 www.buyoutsnews.com MIDDLE MARKET INVESTMENT BANK OF THE YEAR 27 Phone: (646) 822-2000 Robert W. Baird & Co. Fax: (646) 822-3626 LAW FIRM OF THE YEAR 28 Debevoise & Plimpton BUYOUTS, ISSN 1040-0990, is published 25 times a year by Thomson Financial. Annual subscription price is $1,845 for first-class delivery in the U.S. and Canada, and $1,900 2007 ADVISORY AND LEGAL LEAGUE TABLES 29 overseas. For back issues and single copies Tables please contact Irving Orsini, Customer Services Manager, at (646) 822-2997. Entire contents copyright © 2008 by Thomson Financial. Reproduction in any form is prohibited. | BUYOUTS YEARBOOK | 3 FROM THE EDITOR

Dear Reader,

Welcome to the second edition of our annual “Deal of the Year Awards” Yearbook, designed to celebrate outstanding achievements by firms and service providers in 2007. It’s gratifying that so many firms competed for awards this year. Altogether, more than 50 firms were nominated in 14 different categories, including two categories new to the awards program this year—“Best New Firm” (Alinda Capital Partners) and “Law Firm of the Year” (Debevoise & Plimpton).

I must report that the trade press has a checkered record when it comes to picking winners of annual awards programs like these. Winner of the inaugural Financial Times Telecom CEO of the Year award back in 1999? None other than Bernard Ebbers of MCI WorldCom, now serving a 25 year prison sentence for misleading investors. That same year Andy Fastow took home a CFO Excellence Award in the Management category in a program co-sponsored by CFO Magazine and accounting firm Arthur Andersen. For his role in the Enron implosion Fastow David M. Toll is serving a six year sentence in the same Louisiana prison as Ebbers. Buyouts Magazine has blemishes on its own record of picking firms and deals to celebrate.

This year we decided to do something about it. Rather than consider new transactions for “Deal of the Year” awards, this year, for the first time, we considered only deals that had scored exits. In short, we took Henry Kravis’s famous advice not to congratulate him when he buys a company, but to congratulate him when he sells the thing. So please enjoy reading about some of the top exits of 2007, and about the buyout shops and service providers that had the biggest impact on last year’s market.

Sincerely,

David M. Toll 4 | BUYOUTS YEARBOOK | DEAL OF THE YEAR NOMINEES

Buyout Firm Of The Year: Small Market Deal Of The Year: Middle Market Investment Bank of • New Mountain Capital • Halyard Capital for Tranzact The Year: • The Riverside Company • TGV Partners for Thompson/Center Arms • Robert W. Baird & Co. • American Capital Strategies • LaSalle Capital Group for Advanced H20 • Covington Associates • Sun Capital Partners • for SDI Media • Houlihan Lokey • The Blackstone Group • Halifax Group for Maverick Healthcare • Jefferies & Co. • Lincoln International Best New Firm: European Deal Of The Year: • Alinda Capital Partners • Carlyle Group for Firth Rixson Law Firm Of The Year: • Avista Capital Partners • Advent International for Parques • Goodwin Procter Reunidos • CarVal Investors • Kirkland & Ellis • Castle Harlan for Polypipe • Monomoy Capital Partners • Simpson Thacher & Bartlett • The Riverside Co. for Welltec Holding • VMG Equity • Weil Gotshal & Manges Emerging Market Deal Of The Year: • Debevoise & Plimpton Mega Market Deal Of The Year: • ACON Investments for GBarbosa • The Blackstone Group for EOP’s breakup • Emerging Capital Partners for Société • The Blackstone Group for Extended Stay Internationale de Plantations d’Hévéas Hotels • Carlyle Group for Hispanic Teleservices • MatlinPatterson Global for Huntsman Corp. Corp. Turnaround Of The Year: Large Market Deal Of The Year: • Sun Capital Partners for Mattress Firm • Clayton Dubilier & Rice for VWR • Littlejohn & Co. for GE Superabrasives • Welsh Carson Anderson & Stowe for Ameripath • Halyard Capital for Tranzact • , Warburg Pincus and Silver Large Lender Of The Year: Lake for UGS • JPMorgan • Lombard Investments for Dakota Minnesota and Eastern Railroad Corp. • Goldman Sachs • HM Capital for Regency Energy Partners • Credit Suisse Middle Market Deal Of The Year: Middle Market Lender Of The Year: • Lincolnshire Management for AMPORTS • GE Antares • Charlesbank Capital Partners for GSI • Golub Capital • Bear Stearns Merchant Banking for 7 For • GSO Capital All Mankind • Dymas Capital • Spell Capital for Copperfield • Accel-KKR for Saber Holdings • Harvest Partners for U.S. Silica Company Commitment To Our Clients. Commitment To Success.

When selling your business you need reliable representation. Printronix, a leading supplier of enterprise printing solutions for the industrial marketplace and distribution supply chain, called on Houlihan Lokey to advise on their going-private transaction. As one of the most active advisors in the U.S., we have extensive experience in closing deals with buyers. In advising Printronix, we committed our private equity experience, industry knowledge, and mergers and acquisitions expertise to drive a successful going-private sale to Vector Capital.

has been acquired by

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Investment banking services provided by HLHZ Capital, Inc.; investment advisory services provided by HLHZ Financial Advisors, Inc. In the European Economic Area and Hong Kong services provided by HLHZ (Europe) Limited. It is not known whether the listed clients approve or disapprove of Houlihan Lokey or the advisory services provided. 3/2008

3.10.08_Printronix.indd 1 2/21/08 4:09:47 PM 6 | BUYOUTS YEARBOOK | | BUYOUTS YEARBOOK | 6 DEAL OF THE YEAR WINNERS

BUYOUT FIRM OF THE YEAR EMERGING MARKET DEAL OF THE YEAR The Blackstone Group ACON Investments

DEAL OF THE YEAR TURNAROUND OF THE YEAR ACON Investments Sun Capital Partners

BEST NEW FIRM LARGE LENDER OF THE YEAR Alinda Capital Partners Credit Suisse

MEGA MARKET DEAL OF THE YEAR MIDDLE MARKET LENDER OF THE YEAR The Blackstone Group GE Antares

LARGE MARKET DEAL OF THE YEAR MIDDLE MARKET INVESTMENT BANK OF THE YEAR Lombard Investments Robert W. Baird & Co.

MIDDLE MARKET DEAL OF THE YEAR LAW FIRM OF THE YEAR Accel-KKR Debevoise & Plimpton

SMALL MARKET DEAL OF THE YEAR Halyard Capital

EUROPEAN DEAL OF THE YEAR Advent International Delivering Results

$77,550,000 One-Stop Financing $44,000,000 $27,000,000 $62,550,000 Senior Credit Facility Joint Lead Arranger and Sole Lead Arranger and $15,000,000 Subordinated Debt Facility Syndication Agent Administrative Agent Sole Lead Arranger Leveraged Buyout Recapitalization and Administrative Agent January 2008 Leveraged Buyout January 2008 January 2008 Founders Equity Inc.

$34,000,000 Sole Lead Arranger Joint Lead Arranger and and Administrative Agent $475,000,000 Administrative Agent Sole Lead Arranger and Leveraged Buyout Recapitalization Administrative Agent January 2008 January 2008 Refinancing and December 2007 Compass Group Diversified Holding LLC Madison Capital’s experience and financial stability delivers consistent results through all $30,000,000 economic cycles. $55,000,000 Sole Lead Arranger and $38,000,000 Joint Lead Arranger and Administrative Agent Sole Lead Arranger and Syndication Agent Recapitalization and Administrative Agent Add-on Acquisition Add-on Acquisition We keep our promise each day – Management Recapitalization December 2007 December 2007 November 2007 Communicate. Commit. Deliver. Beecken Petty O’Keefe & Company LLC and SE Capital, LLC

To learn more about our Premier Retail Interiors, Inc. uniquely disciplined approach, $27,000,000 Innovative Aftermarket Systems, LP $40,000,000 call 312-596-6900 or visit and Related Parties Sole Lead Arranger and Joint Lead Arranger and Administrative Agent www.mcfllc.com. $28,800,000 Syndication Agent Leveraged Buyout Participant Recapitalization October 2007 Leveraged Buyout October 2007 November 2007 and CIVC Partners Long Point Capital and Management Venquest Capital Partners

Madison Capital Funding LLC is an affiliate of New York Life Investment Management LLC, a subsidiary of New York Life. NYLIM-AO12417 3/08 8 | BUYOUTS YEARBOOK | BUYOUT FIRM OF THE YEAR: The Blackstone Group

state of the union address by the prime Going Public Strengthens minister of India. Foreigners tend to be more brand-conscious in general.” Also on the plus side, the IPO marked Blackstone Name Abroad a change in how partners at Blackstone SNAPSHOT: In a mid-February interview, the firm’s Group get compensated. Before, partners president, Hamilton “Tony” James, noted became 100 percent vested in their carried Headquarters: New York that everyone at the firm, from messen- interest on deals immediately after those Founded: 1985 gers on up to some 585 deal and advisory deals closed, James said. In deals since the Other offices: Atlanta, Boston, Chicago, Dallas, professionals, owns stock in Blackstone IPO, it takes three years for the carry to Los Angeles, San Francisco, , Paris, Group. “Obviously, that’s not a positive,” fully vest. In addition, many of the shares Mumbai, Hong Kong and Tokyo he said of the stock price. Nevertheless, partners received in the IPO vest over an Senior Managing Directors: 65 (as of James called the drop consistent with that eight-year period. Both sets of vesting September 30, 2007) witnessed by other financial services com- schedules provide “significant disincen- Other Investment And Advisory panies. And he suggested that the firm, tives” for people to leave. James added: which is more diversified than many peo- “We have the most stable, secure partner- Professionals: 520 ple realize—it includes a restructuring ship group of any firm.” : $98.2 billion advisory business poised to pick up Finally, the $4.75 billion raised in the Business: Managing private equity funds, real steam—had few regrets about the decision June 2007 IPO has itself given Blackstone estate funds, hedge funds, funds of hedge to go public. “We didn’t go public to cash Group a lift. The expression “cash is king” funds, mezzanine funds, senior debt funds and rings even truer in a credit crunch, and, in close-end mutual funds; providing M&A advisory Why The Firm Won that sense, the fundraising came at just the services, restructuring advisory services, and right moment. The money raised in the IPO, fund placement services along with the $21.7 billion raised through its latest private , has • Became one of first U.S. buyout firms enabled Blackstone Group to put more cash Shares in The Blackstone Group traded to go public through $4.75 billion IPO into each of its deals, allowing it to keep as high as $38 on their opening day last June in June. more of any gains down the road. It also after dashing up from the $31 offering helped finance the acquisition this January • Completed sale of 9.3 percent stake to price. The clamor for shares briefly gave one the People’s Republic of China. of GSO Capital Partners LP, a manager of of the first U.S. buyout shops to go public a credit hedge funds, mezzanine funds, sen- market cap of nearly $10 billion. • Opened office in Hong Kong. ior debt funds, and CLO funds. The exquis- Some saw it as the moment buyout • Closed its fifth global private equity itely timed acquisition, for what many con- firms finally achieved the status they fund at $21.7 billion. sider a bargain price, lets Blackstone Group deserved—on a par with Wall Street pow- buy up high-yield loans, mezzanine bonds, erhouses like Goldman Sachs & Co. and out, because none of us sold more than a and related securities on the secondary mar- Lehman Brothers. Others saw it as yet de minimus portion of our holdings,” said ket at a time when pricing and terms are another obvious sign that the market had James. “We went public to build our firm.” the most favorable in years. reached unsustainable heights. By that measure, James said, the pub- Beyond the IPO, James pointed to the Both views turned out to be correct, a lic offering has been everything the firm deals that Blackstone Group didn’t do result that didn’t surprise anyone taking the could have hoped for. One of the lesser as its biggest accomplishment of 2007. time to read the Blackstone Group prospec- known benefits: the “unbelievable brand- Blackstone Group played a significant role in tus. “Because many of our…investments ing event” that the IPO provided in Asia— about 15 new transactions valued at $44.9 rely heavily on the use of leverage,” the an especially appetizing market for the billion last year, including the eighth-largest prospectus noted in its risk factors sections, firm. The further away you get from the LBO ever (Hilton Hotels), according to a “our ability to achieve attractive rates of United States and Europe, James said, the review of deals announced on its Web site. A return on investments will depend on our more important it is to investment big year by many measures, but still down continued ability to access sufficient sources bankers, company boards and others that a from 18 transactions valued at $91.9 billion of indebtedness at attractive rates.” firm boasts a public listing on the New in 2006, including the second largest (Equity In fact, the frothy credit markets that York Stock Exchange. Blackstone Group Office Properties Trust) and 10th largest helped pave the way for the offering were isn’t surprised anymore to beat out rivals (Freescale Semiconductor) LBOs ever. James less than a month away from disintegrat- on a particular Asian deal, even when its said the firm’s market share of deals fell in ing. And Blackstone Group’s falling stock bid isn’t the most competitive. A related 2006 and 2007 after partners were encour- price—at press time shares could be had benefit has been the deal tips washing in aged to assume lower exit multiples on deals for about $17 each—has since then from new shareholders in the Middle East and to take less leverage than offered. become a scorecard for the fortunes of and Asia. “We’re like a household name in “One of the things I’m proudest of, mega-buyout shops heavily dependent on China,” James said of the firm’s newfound frankly, is staying disciplined and not chas- generous lenders to sustain their returns. status. “We were mentioned in the annual ing a frothy market,” said James.

10 | BUYOUTS YEARBOOK | NEW FIRM OF THE YEAR: Alinda Capital Partners

also be viewed as virtues. Eight percent to Building A Brand Name 13 percent IRRs compare favorably with stock market returns over the long haul. In addition, those returns come with less In Infrastructure Investments volatility: People have to drive cars, fly air- SNAPSHOT: right or selling long-term concessions— planes, use electricity and drink water in allowing leaseholders to run an asset as a both good times and bad. They often can’t Managing Partner: Christopher W. Beale for-profit business for, say, 50, 75 or 100 choose their service providers. Indeed, Headquarters: New York years. Alinda Capital, managing one of the Beale describes the assets as having Other Offices: London first funds dedicated to North America and “monopoly characteristics” in many cases. Number of Partners: 5 European infrastructure deals, would be in Their risk-return characteristics differ not Assets under Management: $3 billion position to catch this first wave of deals. only from stock and bonds but also from Investment Strategy: Infrastructure And, at least at the outset, the firm would fellow alternative investments real estate, Total Number of Funds Managed: 1 face little competition from rival funds. and leveraged buyouts. In The market was too new. short, by providing distinctive returns, The partners also had to explain to uncorrelated with other asset classes, infra- investors how infrastructure investments structure investments provide diversifica- Raising a debut fund is a challenge work, and how they differ from leveraged tion that can help investors deliver on under the best of circumstances. The part- buyouts. On the down side, the returns their long-range performance objectives. ners of New York-based Alinda Capital aren’t nearly as high. Whereas buyout It took nearly two years to raise its Partners had the added hurdle of explain- debut fund, but the partners of Alinda ing to investors how the firm could put $1 Why The Firm Won Capital eventually convinced a mix of billion to work in toll roads, toll bridges, trade union pensions, universities, founda- and other infrastructure assets that most tions, companies and public people associate with local governments. pension funds, including state pensions in When his team launched money-rais- California, Illinois and Washington, to ing in September 2005, Managing Partner • Raised $3 billion fund, one of the sign on. With placement agent C.P. Eaton Christopher W. Beale, formerly the global largest debut funds ever. & Partners by their side, the partners head of project finance at Citigroup, said • Secured institutional backing from closed out Alinda Infrastucture Fund I LP that he knew of just one U.S. institutional California Public Employees’ at $3 billion in June 2007, triple the $1 bil- investor that had backed an infrastructure Retirement System and other state lion target on the cover of its PPM. The fund. To be sure, Alinda Capital could point pension funds. firm has yet to score an exit, not a big sur- to well-developed infrastructure invest- • Blazed trail through unexplored area prise given its typical holding periods. But ment markets in Australia, Canada and the of high finance. investors have to be happy with its deal United Kingdom. But investors would have pace. Its first nine acquisitions, including • Made nine acquisitions in less than to take a leap of faith that opportunities three years, exhausting 75 percent of both toll-road and natural gas retail distri- would materialize in the nascent U.S. mar- the fund. bution assets in the United States, have ket. And they’d have to put their money carried the debut fund past the 75 percent behind a team that had left behind the investment mark. This January Alinda comforts of Citigroup—three of the five firms often promise internal rates of Capital launched a second fund expected partners reported to Beale at Citigroup—to return in the high teens or low 20s, Beale to reach $3 billion to $5 billion. operate independently for the first time. implies that most infrastructure invest- How will the job of fundraising differ During their road show, Beale and his ments generate IRRs in the 8 percent to this time around? Since August 2005 at partners no doubt described the airports, 13 percent range. Infrastructure investors least a dozen U.S. firms and bank-spon- toll roads, toll bridges, electric utilities and don’t leverage their assets as much as sored groups have sprung up to raise infra- other assets in the United States that they buyout firms do, nor do they try to pay structure funds, Beale said, providing com- hoped to invest in. Many of these assets off the debt as quickly—two big reasons petition for dollars (as well as for invest- supply services that people and businesses for the lower returns. Debt might consti- ment opportunities). But the market’s can’t do without. Yet, Beale said, because of tute 65 percent to 75 percent of the capi- whirlwind development also has a positive budgets tied to tax revenues the local gov- tal structure of a typical Alinda Capital side: The partners will have to spend a lot ernments that own and run them haven’t deal, Beale said, and the borrowing takes less time explaining to investors what the necessarily been able to maintain them the form of slow-amortizing, fixed-rate asset class is all about and convincing properly or keep up with growing demand. debt. Another reason for the lower IRRs: them that sufficient opportunities exist. Some 57,000 bridges in the United States, Holding periods tend to be longer for Today, Beale said, more than 100 U.S. insti- for instance, have been deemed structural- infrastructure investments. Figure 10 tutional investors have made infrastruc- ly deficient, according to Beale. As more years or more, compared with three to ture investments—many of them, of municipalities confront this problem, they five years, or often less, for LBOs. course, through Alinda Infrastructure would end up either selling the assets out- Of course, these characteristics can Fund I LP.—D.T. problem: solution: American Capital Finding a partner who can close deals in turbulent economic times.

We’re open for business, actively seeking opportunities, and, as always, providing firm financing commitments.

American Capital invested directly and through its funds under management approximately $11 billion in 2007, approximately $4 billion from 6/30/07 to 12/31/07, over $2 billion in the fourth quarter of 2007, and has $20 billion of capital resources under management* as of 11/30/07. We continue to build solid, long-lasting relationships with our private equity firm partners. They know they can depend on our wealth of financial resources and our commitment to close deals quickly. We have an international network of over 300 investment professionals working out of 14 offices worldwide, and an additional 200 in-house professionals. Our investment teams have the insight and experience to see opportunities in all types of businesses. As a public company, we can be a long-term partner with permanent capital. And we provide powerful one-stop financing from $5 million to $800 million. For a quick response, competitive pricing, and a trusted partner who gets to closing, please contact Mark Opel, Senior Vice President, at (800) 248-9340.

Problem solved.

BOSTON CHICAGO DALLAS FRANKFURT LONDON LOS ANGELES NEW YORK

MEMBER S & P PALO ALTO PARIS PHILADELPHIA SAN FRANCISCO WASHINGTON, D.C. 500 www.AmericanCapital.com (800) 248-9340 N A S D AQ : AC A S

This announcement is neither an offer to sell nor a solicitation to buy securities. This announcement appears as a matter of record only. *Capital Resources Under Management is an estimate of internally and externally managed assets and available capital resources as of November 30, 2007 and does not include any fair value adjustments subsequent to September 30, 2007. 12 | BUYOUTS YEARBOOK | MEGA MARKET DEAL OF THE YEAR: The Blackstone Group

doubted that anyone would make a com- Lucrative Check-Out From peting bid for Extended Stay, saying, “I don’t think the extended stay category is ‘Extended Stay Hotels’ Deal attractive to anyone right now.” Others said that it was the sector of the lodging SNAPSHOT: to office parks and training centers, industry hit hardest by the weak econo- where there is high frequency of tempo- my, and they predicted it would be the Firm: The Blackstone Group rary workers. last to recover. Target: Extended Stay Hotels Blackstone began its roll-up with the In all, Blackstone made 19 separate Price: $8 billion $600 million purchase of Homestead acquisitions to build up Extended Stay. By Buyer: Lightstone Group Village in November 2001, two months the time it exited the company, Extended Financial Advisers: Blackstone: Bear after the terrorist attacks of 9/11 deflated Stay had 683 properties with 76,000 rooms Stearns, Banc of America Securities, Merrill the lodging and travel industries. in 44 states and Canada. Lynch; Blackstone Corporate Advisory; Between 2000 and 2004, the period when That exit came in 2007, when The Lightstone: Citigroup; Wachovia; Lehman Blackstone did much of its acquiring, Lightstone Group, an owner of commercial average extended stay occupancy rates real estate and malls, bought into the lodg- Brothers dropped to 64.4 percent from 74.4 per- ing industry for the first time. The Legal Counsel: Blackstone: Simpson Thacher cent. Meanwhile, during the same period, Lakewood, N.J.-based firm paid $8 billion, & Bartlett; Seller: Dechert the average occupancy of hotels also including $7 billion in debt. The return on dropped, but less precipitously, from 63.2 the deal was unclear, but a source close to Blackstone said the firm spent roughly $5 Location, location, location and timing. billion on Extended Stay overall, about $1 Those were the four keys to success for The Why The Deal Won billion of which was equity. Press reports Blackstone Group, with its play for have estimated returns in the high double Extended Stay Hotels. digits for the deal. Blackstone made a splash in the com- The Extended Stay deal adds to a terrif- mercial real-estate market in 2007 when • Classic value play made in ic year for Blackstone’s real estate group. it completed what was at the time the flagging lodging industry after Real estate research shop Real Capital largest LBO ever, the $39 billion take-pri- September 11, followed by a Analytics listed the presence of Blackstone vate of REIT Equity Office Properties. But methodic build up and sale in a as one of its “Top Ten Issues For it was another coup for its real estate favorable market. Commercial Real Estate” in 2007. Based on group last year, the sale of Extended Stay value, Blackstone was involved as a buyer Hotels, that cemented Blackstone’s mark • Blackstone secured a nice return or seller in 20 percent of all commercial in the sector. by spending $5 billion on the property deals last year, including acquisi- While the Equity Office properties deal portfolio over six years, but only tions worth $65 billion and dispositions was gutsy and huge, Blackstone’s work on $1 billion in equity, then selling it worth $40 billion. Extended Stay presented a classic example for $8 billion. The deal further burnished the image of of a well-timed entry into a market, a grad- Gray himself, now among the most influ- ual roll-up and an equally well-timed exit • Deal highlights an astounding ential players in the commercial real estate for a lucrative return. year for Blackstone’s real estate field. For Extended Stay, he reportedly “Extended Stay is the best story no one group, which was involved in an received an offer from an unknown suitor ever told,” Blackstone Senior Managing estimated 20 percent of all U.S. late in the process for $100 million more Director Jonathan Gray said. That’s in con- commercial property deals in than Lightstone’s offer; but he refused to trast to the story of Equity Office 2007 based on dollar volume. take it, having already agreed to the deal Properties, the deal that’s been dissected— with Lightstone. and for which Gray has been lionized—in While Gray’s play for Equity Office the business sections of newspapers and percent to 59.2 percent, according to The Properties is most remembered for display- magazines. New York Times. This trend made for good ing his chutzpa, the Extended Stay deal For this roll-up, the LBO shop targeted shopping. also should earn him honors, said Dan the so-called “extended stay” segment of The largest purchase of the portfolio Fasulo, a managing director at Real Capital the lodging industry, which refers to was the 425 hotels of Extended Stay Analytics. hotels where travelers, usually business America, which Blackstone bought in “You’ve got to remember, these markets customers on assignment, spend an 2004 in a take-private deal worth $3.1 bil- were shunned after September 11,” he unusually long period of time. At $50 per lion. At the time it was the largest real said. “Blackstone was one of the first to day, rooms function more like apart- estate take-private ever. Still, even at the jump back in and make a huge sector bet. ments, come equipped with extras such time of that deal, experts considered the They timed the market perfectly. In my as kitchenettes, and are cleaned less than extended stay business to be out of favor. opinion they got out at the right time as once per day. Many of the sites are close One analyst in a news report at the time well.”—M.C. GOODDEAL 500+ Technology-based and Life Sciences Clients 200+ Private Equity and Venture Capital Clients 7th Most Active IPO Issuer’s Law Firm in 2007 (IPO Vital Signs)

$113 million $73.3 million $61.6 million $85 million $132 million Series C Initial Public Offering Initial Public Offering Initial Public Offering of Common Stock Counsel to Issuer of Common Stock of Common Stock of Common Stock Counsel to Issuer Counsel to Issuer Counsel to Issuer Counsel to Issuer

September 2007 September 2007 August 2007 July 2007 July 2007

$1.57 billion $78 million $1.8 billion $113 million $115.5 million acquisition of Public Offering buyout of buyout of Initial Public Offering Biosite Incorporated of Common Stock Kronos® Incorporated FreeWave of Common Stock Counsel to Issuer Technologies Inc. Counsel to Issuer

June 2007 June 2007 May 2007 May 2007 May 2007

$650 million $40 million $1.5 billion $200 million $68.8 million acquisition of royalties Series D sale to sale to Initial Public Offering on Remicade® from Counsel to Issuer Xerox Corporation Thoma Cressey Bravo of Common Stock New York University Counsel to Issuer

May 2007 May 2007 April 2007 March 2007 February 2007

$59.5 million $1.3 billion $125 million $420 million $100 million Series C sale to buyout of sale to Series A Counsel to Issuer Publicis Groupe S.A. Excelligence Learning Red Hat, Inc. Counsel to Issuer Corporation

January 2007 January 2007 November 2006 June 2006 January 2006

www.goodwinprocter.com

850 LAWYERS BOSTON LOS ANGELES NEW YORK PALO ALTO SAN DIEGO SAN FRANCISCO WASHINGTON DC 14 | BUYOUTS YEARBOOK | LARGE MARKET DEAL OF THE YEAR: Lombard Investments

Schieffer’s political background was Railroad Expansion Generates crucial for the firm’s new plans: an expan- sion of the line into the Powder River Big Return Over 21 Years Basin, which would require building some 260 miles of new track connecting coal SNAPSHOT: sponsor, we didn’t have the time con- deposits to underserved markets in the straint that a lot of private equity firms upper Midwest. This launched a prolonged Firm: Lombard Investments do,” he said. process of obtaining regulatory approvals Company: Dakota, Minnesota & Eastern At the time of the purchase, the rail- from a number of government agencies, Railroad Corp. road industry was in the throes of deregu- including the Surface Transportation Price: $1.48 billion, plus an additional $1 billion lation. Lombard believed that some of the Board and the Environmental Protection in potential payments over 18 years more lightly trafficked lines being held by Agency. IRR: 30 percent, estimated across several larger companies could become profitable “We were perhaps a little naïve in how tranches with a leaner staff that worked close to long we thought the regulatory approval Hold Period: 21 years the railroad line itself. Lombard got its would take,” said Taylor. DM&E chance when Chicago & North Western announced the project in 1998, received Buyer: Canadian Pacific Railway Co. Railway wanted to scrap its Minnesota initial approval in 2000, and then after Financial Advisors: Lombard: Merrill Lynch and South Dakota railways. That became another four years completed an environ- and Citigroup the platform company known as Dakota, mental impact report. The project still Additional Investors: Candover Minnesota & Eastern Railway Corp. or isn’t complete, but it’s much closer to Investments, Cinven, Electra Private Equity, F&C DM&E. realization thanks to Schieffer’s political Private Equity Trust, Farallon Capital, railroad acumen. parts supplier L.B. Foster Co. When the Canadian Pacific Railway Co. Why The Deal Won bought the company last year, a crucial aspect of the deal was access to the Powder The bold in the private equity industry River Basin’s coal. The material is low-sul- tend to make the headlines, with their fur and therefore less harmful to the envi- quick flips and billion dollar take-privates. ronment than other kinds of coal. The • Equity estimated at $1.5 million Sometimes, however, fortune favors extra $1 billion in payouts to the Lombard- grew to $80 million. the hold. led investors hinges on the success of the Such is the case with this year’s winner • The slow flip: 21 year hold period, Powder River Basin project. for large market deal of the year. In 1986, generating a 30 percent IRR. Lombard’s four U.K. co-investors on San Francisco-based Lombard Investments the deal—F&C Private Equity Trust, and a handful of co-investors plunked • Navigation of complex regulatory Candover Investments, Electra Private down a few million dollars of equity each environment, working with Equity and Cinven—owned a reported 30 to carve out the Dakota, Minnesota & numerous government agencies percent of the company together at exit. Eastern Railroad Corp. from a larger rail- over many years to get a Powder One report said the British firms made way concern. River Basin coal transport project 20x their money and a 40 percent IRR. A In October 2007, 21 years later—that’s approved. person familiar with the transaction esti- right, 21 years—the firm sold the company mated that the original investors each to a Canadian railway for $1.48 billion, not contributed $1.5 million and in return including a potential $1.06 billion in future At first, the going was slow with the rail got back roughly $80 million. Farrallon payouts if certain conditions are met line. “It didn’t instantly have enough rev- Capital Management took part in the exit before 2025. Lombard and its co-investors enue to support capital needs, and it took a after joining the investor consortium notched an IRR of more than 30 percent few years to sort out the basic operation,” in 2002. over its 21-year hold period. Taylor said. After 21 years of holding, building and Matt Taylor, a managing director and In fact, it took 10 years for the invest- steering the company, the exit became co-founder of Lombard, was a 27-year-old ment to really take off. The biggest expan- clear in 2007. The investors perceived a member of a two-man team that raised sion came in 1996, when DM&E made its hot marketplace, with railroad stocks trad- capital for the purchase in 1986, back first acquisition, buying the Colony Line ing well, partly due to a bullish invest- when Lombard was a fundless sponsor. The from Union Pacific Railroad. Then the ment in the sector from Warren Buffett’s other member of the team left the compa- firm brought on Kevin Schieffer, a lawyer Berkshire Hathaway. The Powder River ny a few years after the purchase, but and former chief of staff for U.S. Sen. Basin project requires a few billion dollars Taylor stayed on to manage the deal. Taylor Larry Pressler of South Dakota. Schieffer to complete, and a strategic player is in is 48 now. was chosen expressly for his political con- much better position to make that kind of “The investment was working well, nections, Taylor said, adding that the hire investment. but then we’d find additional ways to cre- was “probably the best single best deci- Since the deal closed, Taylor has been ate value,” he said. “Being a fundless sion we made.” on sabbatical.—M.C.

16 | BUYOUTS YEARBOOK | MIDDLE MARKET DEAL OF THE YEAR: ACCEL-KKR

projects. Through “off-balance sheet Accel-KKR Works Magic In guarantees,” in which Accel-KKR’s own balance sheet backed the company, Government IT Play Saber secured the bonds necessary to bid on big contracts, opening up a new stra- SNAPSHOT: joint venture between VC shop Accel ta of business. Partners and LBO firm Kohlberg Kravis But bond insurers—accustomed to deal- Firm: Accel-KKR Roberts & Co. ing with companies, not financial spon- Target: Saber Corp. “They had no idea they could get all sors—weren’t immediately keen on Accel- Price: $420 million those priorities addressed in the form of KKR’s new brand of guarantees, Palumbo Return Multiple: 6.2x private equity,” Bisconti said. In January said. The firm “had to educate them to Net IRR: 166.2%. 2006, the owners sold a 60 percent stake look through Saber and look to our balance Hold Period: 24 months for $32.5 million. sheet,” he said. “Once we got them there, it Buyer: Electronic Data Service Corp. Notably, from start to finish the deal allowed the company to grow.” used no debt. The Accel-KKR team has done The implementation of Accel-KKR’s it that way before and viewed Saber as an plan was a catalyst for Saber, enabling it to The buying and selling of Saber Corp. earlier-stage growth play. But more impor- compete against industry heavyweights was no straightforward task. tantly, Saber needed a clean balance sheet. like Accenture, IBM, and EDS for the When Accel-KKR purchased the gov- In fact, its growth depended on it. Saber largest government projects. ernment IT services company in 2005, it couldn’t carry any leverage, given the Not long after solidifying Saber’s bond entered a sector no LBO shop had previous- insurance, Accel-KKR spotted a bolt-on deal. ly penetrated. In order to blaze its trail, the It paid $35 million in March 2006 to carve California-based firm used some new, if Why The Deal Won out an unprofitable, non-core government not downright creative financing tactics. business owned by Covansys Corp. The Sticking your neck out has its perks. In carve-out’s annual revenue of $70 million just two years, the company’s EBITDA was declining, and Accel-KKR faced the grew 480 percent, enough to take market • A handsome 6x return on an unlevered challenge of integrating the business while share from competitors—and to get their deal after just two years. simultaneously reorganizing it. The deal acquisitive attention. With at least one worked, however; both companies benefit- unsolicited offer on the table, Accel-KKR • Accel-KKR worked around an industry- ted as the former Covansys unit began sell- wide bond surety issue that’s wanted to protect the interests of Saber’s prevented LBO shops from entering ing its products to Saber’s customers. managers while exceeding its long-term the sector. The results were beyond Accel-KKR’s return goal. The firm negotiated an expectations. The firm had anticipated a • After carving out an unprofitable unusually structured exit to Texas-based divestiture and merging it with Saber, gradual exit via IPO, strung out over three Electronic Data Systems Corp., allowing the company grew rapidly. to five years, and it hired Goldman Sachs Saber to operate as its own limited liabili- to prepare a partial stock float. Word of ty company, with founder-owners Nitin • Accel-KKR designed a creative exit, that liquidity event made its way to strate- allowing management to retain Khanna and Kirin Khanna retaining own- autonomy and equity under the gic player EDS, which both competed ership in Saber. umbrella of a strategic buyer. against and partnered with Saber on vari- Prior to EDS’s approach, Accel-KKR was ous projects. Compared with EDS’s 5 per- planning to hold at least a portion of Saber cent operating margins, Saber’s 18 percent for three or even five more years. But EDS’s nature of government contracts in the to 20 percent margins were enormously $420 million offer, promising a 6.2x return technology space, said Managing Director attractive—so much so that EDS ended up on invested capital, proved too irresistible Rob Palumbo. offering 19x EBITDA for Saber. to turn down. The company changed When awarding large IT contracts, state But there was a hitch. An outright hands in October 2007. governments demand contractors buy a sale, rather than an IPO, meant that Nitin Accel-KKR’s interest in the company surety bond, which places all risk on the and Kirin Khanna would likely have to began in 2005, when the firm approached contractor if a project goes south. This relinquish control, which they didn’t Saber with an expansion strategy and the mandate held Saber back because the com- want to do. So Accel-KKR negotiated for capital to implement it. Strategic compa- pany didn’t have enough cash on hand to Saber to remain a separate unit within nies were already knocking on the door, insure itself, preventing it from bidding on EDS. In a move atypical of strategic deals, but Nitin Khanna and Kirin Khanna didn’t large projects. the business remains its own LLC, allow- want to sell out too early. Instead, they But Accel-KKR spotted a solution. ing management to keep a 7 percent sought to do more with the company while Bond sureties almost never get called, stake in Saber alone. The structure gives simultaneously achieving some liquidity even in failed situations, Palumbo said. management performance incentives as for themselves, said Ben Bisconti, a manag- Moreover, Saber had never failed on a well as autonomy, and the structure will ing director at Accel-KKR, the tech-focused project. To hoist the company up-market, preserve the Saber brand, Palumbo private equity firm founded in 2000 as a the firm designed a new way to insure said.—E.G. Experience counts. Since 1995, Baird has completed more than 50 Consumer Products M&A transactions, with an aggregate value over $12 billion and, in 2007, earned Th e M&A Advisor’s “Consumer“Consumer DealDeal ofof thethe Year.”Year.” As a leading investment bank focused on the middle market, Baird’s dedicated industry bankers have the proven experience to understand your business.

Nick Pavlidis Managing Director, Consumer Products 312-609-4977 [email protected]

©2008 Robert W. Baird & Co. Incorporated. Member SIPC. Robert W. Baird Ltd. and Baird Capital Partners Europe are authorized and regulated in the UK by the Financial Services Authority. MC-23382

Select Consumer Products Transactions

sale of sale to sale to

has been recapitalized by to subsidiary of a portfolio company of

a portfolio company of

sale to sale to sale of certain assets to

equity investment by

sale to acquisition of acquisition of sale to

sale of Manco, Inc. sale to acquisition of sale to to

(J.W. Childs Associates) 18 | BUYOUTS YEARBOOK | SMALL MARKET DEAL OF THE YEAR: HALYARD CAPITAL

The shift to a customer-acquisition-driv- Second Chance Proves Lucrative en model generated plenty of new client interest. But the ambitious model created a For Halyard Capital challenge for Tranzact: if it couldn’t deliv- er customers, it lost the money it spent try- SNAPSHOT: Tranzact to its status as a stand-alone ing to get them. The setup required more company. disciplined client selection, and the compa- Firm: Halyard Capital Then they rolled up their sleeves. The ny developed its own tools and analytics to Target: Tranzact business, which acts as a one-stop shop for take on only the clients offering the best Price: $185 million consumer marketing, generated negative chances of success. Return Multiple: 12x EBITDA the previous year and needed seri- Further, Halyard Capital diversified the Net IRR: 85 percent ous rejuvenation. Thanks to management’s company’s existing client focus, moving Hold Period: 52 months involvement, the company salvaged key away from satellite and wireless customers Buyer: Veronis Suhler Stevenson client relationships and instituted lofty into new areas such as mortgages, insur- incentive plans. ance and consumer finance. Tranzact “It would have been suicidal to do the entered these sectors via platform buys— Most firms don’t get a second chance. deal without management there to keep Data Warehouse and The Credo Group, Halyard Capital got one, however, and key relationships,” Eatroff said. purchased in 2005. “These were nice little seized it. The most revolutionary change was businesses that could be supercharged by After losing a bid for New Jersey-based Tranzact’s business model. Tranzact’s man- the Tranzact business model,” Eatroff told Tranzact in 2000, Halyard Capital scored a Buyouts. more return-friendly valuation on the mar- The bolt-on buys—at less than $20 keting company in 2002 when Tranzact Why The Deal Won million total—were financed through a was put back up for sale, this time as part permanent acquisition facility from BMO of a fire sale by its parent. Capital Markets. The entire process only In 2000, the winning bid for Tranzact, cost Halyard Capital the initial $10 mil- then called Paradigm Direct, was $102 mil- lion dollars it paid to scoop Tranzact out lion. Two years later Halyard Capital paid • Halyard Capital was outbid for the of bankruptcy, along with a sprinkling of $10 million, about $90 million less. business in 2000, but scooped it up at credit used to purchase add-ons. Halyard Tranzact’s former owner, Toronto-based a discount in a fire sale two years Capital often starts its deals with no Mosiac Group, had too much debt on its later. debt, using leverage “where it makes books and was forced into bankruptcy. It • By entering new verticals and making sense,” Eatroff said. had to shed assets on the cheap. Tranzact’s technology and infrastructure In 2007, after three years of profitable managers wanted to take control of the investments, the business went from operation and a steady upswing in EBITDA, company themselves, so they approached operating at a loss in 2003 to a Tranzact was ripe for an exit. Halyard New York-based Halyard Capital, which dramatic 500 percent EBITDA growth Capital had set a four-year timeline and they knew from the firm’s 2000 bid, before rate over the next three years. achieved its goals for growth and strategy. the bankrupt assets could get scooped up Tranzact was ready for its next stage of by an unknown bidder. • Halyard drummed up a competitive growth and, according to Eatroff, Halyard The firm was positioned to move exit auction in the doldrums of the Capital “never wants to buy and sell a busi- quickly, having already done due dili- credit crunch. ness and extract all of the upside.” gence two years before. In a bankruptcy Tranzact garnered 18 first round bids process, “you need to show up ready to from both strategic and financial suitors in buy,” said Bruce Eatroff, founding part- agement and Halyard Capital agreed that April 2007. As the summer’s credit squeeze ner at Halyard Capital. The firm had less clients were shifting away from traditional tightened, bidders maintained faith in the than 30 days to complete due diligence, advertising and toward direct marketing, company. No bidder revised its bid or documentation and approvals. Tranzact so they created a model equipped to meet altered its proposed leverage ratios. The had lined up a potentially lucrative new that sea change. Under the new model, a auction was competitive up to the very deal with Sears Holding Corp., but the wireless phone carrier, for instance, might end, when in September media-focused deal was time sensitive and required a promise to pay Tranzact a few hundred dol- LBO shop Veronis Suhler Stevenson agreed capital infusion. For that reason, the lars for every new customer it signs up. to pay $185 million for Tranzact. The price bankruptcy judge let Halyard Capital buy Tranzact finds the customers and sets represented an estimated 9x forward EBIT- Tranzact early, before the company hit them up with new phones; if the cus- DA multiple, according to a source familiar the auction block. tomers are still on board with the phone with the deal. After striking a deal for the money-los- carrier three months later, Tranzact col- “It was not a classic LBO. We were not ing business segment, Halyard Capital, lects a per capita fee. This means that going to make our money in leverage, but alongside Chairman Marc Byron and CEO Tranzact is not only liable for its results, we did it by growing the EBITDA,” Eatroff David Graf, immediately returned but its revenues also depend on it. said.—E.G. McDermott Will & Emery invites you to attend the 2008 Healthcare Services Private Equity Symposium, the premier national conference addressing critical business and legal issues specific to healthcare services private equity transactions.

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McDermott Will & Emery conducts its practice through separate legal entities in each of the countries where it has offices. This communication may be considered attorney advertising. Previous results are not a guarantee of future outcome. 20 | BUYOUTS YEARBOOK | EUROPEAN DEAL OF THE YEAR: Advent International

geography of Parques Reunidos holdings Giant Pandas Play Role In Spain’s and grow all three of the company’s prod- uct lines: mechanical-attraction parks, ani- mal parks and water parks. “It’s a seasonal, First PE-Backed Take-Private open-air business. One of the challenges SNAPSHOT: ity shareholder. So the buyout shop had to was how to address the cash flow issue,” track down a disparate group of small Diaz-Laviada said. Firm: Advent International shareholders and explain the situation. By expanding the geographic footprint, Target: Parques Reunidos Large shareholders were sophisticated the company could better hedge against Price: More than €900 million ($1.3 billion) enough to know they had a good offer. To the effect of regional weather on revenues Multiple: 4x sweeten the deal for smaller shareholders, and realize more consistent cash flow. To Financial Advisers: Socios Financieros, UBS the so-called squeeze-outs, Advent offered source acquisition targets, the firm relied Legal Counsel: Uria Menendez them free passes to the parks for a year, on its worldwide stable of offices, eventual- Accountants: Garrigues, Deloitte which seemed to do the trick. “A lot of ly buying parks in Argentina, Belgium, smaller investors were shareholders France, Italy, Norway and some additional Apparently Advent International has because they wanted” the perks that came ones in Spain. never heard the old show business maxim, with stock ownership, Diaz-Laviada said. As it turns out, Advent spent very little “Never share a stage with kids or animals.” Advent wound up paying roughly three to obtain most of the new animals for its In early 2004, the firm acquired times the share price, beating out a consor- parks, since bartering is common among Parques Reunidos, paying a reported €240 tium of two other sponsors that were inter- parks, zoos and research facilities. Advent million (roughly $300 million at the time) ested in the company. traded away lions and red pandas for for the struggling Spanish operator of orangutans, koalas and bears. Dolphins amusement parks and zoos. By the time Why The Deal Won and killer whales cost money, though, the buyout shop sold the company in because they’re trained. And building March 2007 for more than €900 million enclosures to house the animals is where ($1.3 billion), EBITDA had almost quadru- things get really expensive. “Some of these pled and Parques Reunidos had expanded • Advent International blazed a buyout animals have much better homes than well beyond Spain, operating parks in six trail in Spain with the country’s first most of the Spaniards,” Diaz-Laviada joked. countries. The deal also carries the distinc- PE-backed take-private. “Homes that have gardens, and different tion of being the first take-private by a pri- spaces for the males, females and the cubs. • The company’s EBITDA grew from vate equity firm in Spain. roughly €26 million ($38 million) to They have heated rocks and showers.” Advent first looked into the amusement about €80 million. Perhaps Advent’s crowning achievement park sector several years earlier, eyeing was the acquisition of a pair of giant pandas • Advent parlayed its international reach Aspro Ocio, a Parques Reunidos competi- from China. Securing the animals took years to expand the Parques Reunidos tor. While that deal never materialized, footprint from one country to six, and of negotiation as well as a high fee. In addi- Advent developed a relationship with to obtain exotic animals for the tion, since the pandas were viewed as a gift Richard Golding, an Aspro Ocio executive. company’s parks. from the Chinese people to the Kingdom of Later, after Golding left Aspro Ocio, he sug- • Parques Reunidos realized its five-year Spain, China would only release the animals gested that Advent take a look at Parques growth plan in three years. to a Spanish head of state or other appropri- Reunidos, a stagnant business that was lan- ate ambassador. But the king and queen guishing on the Madrid Stock Exchange. Step one of the business plan was maxi- weren’t planning a trip for at least another Together, Golding and Advent Managing mizing the profit potential that was already year, and “the prince and princess were not Director Juan Diaz-Laviada came up with a there. Within the first six months of owner- enough for the Chinese,” Diaz-Laviada said. business plan for the company, a three- ship, Advent realized roughly €7 million of In the fall of 2007, six months after Advent pronged approach to maximize the value of cost savings through capital management sold Parques Reunidos, the pandas finally the existing operation, improve the parks’ improvements. During its 38-month owner- arrived at the zoo in Madrid, where atten- facilities and then expand the company’s ship of Parques Reunidos, Advent made dance doubled soon after. footprint. Due diligence was easy, Diaz- more than €42 million in capital expendi- In March 2007, Advent sold the compa- Laviada said, since all you had to do to see tures. The park in Madrid added two new ny to European LBO firm Candover the parks was buy a ticket. roller coasters and the zoo welcomed a new Investments Ltd. Advent would not com- With the plan complete, it was time to orangutan family. Selwo, one of the compa- ment on the terms, but at the time it was acquire the company—easier said than ny’s animal parks that always operated in reported that Candover paid more than done in a country with no blueprint for the red, turned a profit for the first time. €900 million for the company, a return such a deal. At the time, there was no law When it came time to expand, Advent slightly higher than 4x. in Spain governing squeeze-outs, which made a shopping list of 400 parks sprinkled “Not only was it a good deal for us, we refers the expulsion of a small group of throughout Europe, many of which were had a great time,” said Diaz-Laviada. “It’s shareholders from a public company independent properties. Diaz-Laviada and seldom that a business is as interesting as through the forced sale of stock to a major- Golding knew they had to diversify the this one.”-J.P. Buyouts Ad_February 14 2008:Layout 1 2/14/2008 4:32 PM Page 1

Global Reach Middle-Market Focus Sector Expertise

Not Disclosed Not Disclosed $48,000,000 Not Disclosed $365,000,000 $70,000,000

has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by

February 2008 January 2008 January 2008 January 2008 January 2008 January 2008

Not Disclosed £43,750,000 $201,250,000 Not Disclosed Not Disclosed Not Disclosed

has acquired has been acquired by has been acquired by has been acquired by Private Placement Recapitalization

January 2008 January 2008 December 2007 December 2007 December 2007 December 2007

$318,360,000 $244,720,000 Not Disclosed Not Disclosed $220,000,000 $78,200,000

has completed a recapitalization with has been acquired by has been acquired by Follow-On Offering Initial Public Offering Initial Public Offering

December 2007 December 2007 December 2007 December 2007 December 2007 November 2007

$107,813,000 Not Disclosed $135,000,000 $39,880,000 Not Disclosed $107,064,000

has been acquired by has been acquired by has been acquired by Initial Public Offering Follow-On Offering Initial Public Offering

November 2007 November 2007 November 2007 November 2007 November 2007 November 2007

$216,428,000 $162,000,000 $7,332,600,000 $123,280,000 $156,704,000 $240,120,000

has been acquired by Initial Public Offering Initial Public Offering Initial Public Offering Initial Public Offering Follow-On Offering

November 2007 November 2007 October 2007 October 2007 October 2007 October 2007

$220,800,000 $217,494,000 $152,720,000 $167,227,000 $85,000,000 Not Disclosed

has been acquired by has been acquired by Initial Public Offering Follow-On Offering Initial Public Offering Follow-On Offering

October 2007 October 2007 October 2007 September 2007 September 2007 September 2007 William Blair & Company acted as advisor to the entity listed first in each of the listed transactions.

CHICAGO BOSTON LONDON NEW YORK SAN FRANCISCO SHANGHAI TOKYO ZURICH 22 | BUYOUTS YEARBOOK | EMERGING MARKET DEAL OF THE YEAR AND DEAL OF THE YEAR: ACON Investments

help it save money; for example, it sold 50 ACON Shops Brazilian percent of GBarbosa’s credit card business to Bradesco, a local bank, for more than Supermarket For Huge Exit twice the EBITDA multiple ACON Investments originally paid for it. SNAPSHOT: large strategic buyer, reasoned Ken To improve GBarbosa, the firm concen- Brotman, partner, at the time of the deal. trated on low-cost, high-return invest- Target: GBarbosa Bolstering that thesis, the buyout firm ments such as improved lighting, installa- Sponsor: ACON Investments saw a growing population in the part of tion of meat departments and fresh bakery Price: $421.1 million northeastern Brazil where GBarbosa counters. It also introduced products such Return Multiple: 16.3x locates its stores. as washers and driers that sell well in areas Hold Period: Two years, seven months But for two reasons, executives at ACON experiencing population growth. “We Buyer: Cencosud S.A. Investments decided they could not bid for invested where they had been underinvest- Financial Adviser: UBS, Merrill Lynch both companies. For one, they knew the ed before,” Brotman said. Legal Adviser: Cleary Gottlieb Steen & firm couldn’t outbid strategic players such As a result, the company generated as Wal-Mart that had the financial where- same-store sales growth in each of the last Hamilton withal to make offers for both supermar- three years of 18.3 percent (2005), 10.4 per- ket chains at once. And secondly, from its cent (2006) and 9.1 percent (2007), respec- ACON Investments picked up a big experience in Latin America, ACON tively. Approximately half of the revenue return in aisle five. Investments correctly anticipated that appreciation came from organic growth in Its ownership of Brazilian supermarket existing supermarkets, with the remainder chain GBarbosa could well serve as a les- coming from new store openings or acqui- son in using experience and industry Why The Deal Won sitions. GBarbosa opened 17 supermarkets expertise to realize extraordinary returns during ACON Investments’s hold period, in an emerging market. The Washington, 13 of which were new store openings and D.C.-based buyout shop made 16.3x its four of which the supermarket added money when it sold the company in • The firm achieved an through acquisitions. During ACON November after owning it for two and a extraordinary return after a short Investments’ ownership, GBarbosa went half years. holding period. from being the seventh largest supermar- Let’s first look at the raw numbers. ket in Brazil to the fourth largest. During ACON Investments’s ownership, • Its experience in the region To maximize its return, ACON GBarbosa expanded to 49 supermarkets enabled it to bid, expand and exit Investments implemented an exit strate- from 32; its revenues increased to $968 the company in innovative ways. gy uncommon in Brazil. The firm million from $352 million; its EBITDA • It improved the company and left explored a dual process to exit via a pub- increased to $38.5 million from $17.7 mil- it poised to improve further. lic offering or through a strategic sale. It lion; and its head-count increased to 9,000 hired UBS and Merrill Lynch to prepare an from 5,900. Further, the company is IPO and the company filed with Brazilian poised to succeed under its new owners Brazilian regulators would not allow the regulators to go public. Simultaneously, it because of initiatives begun under ACON same buyer to own both companies. contacted what it thought to be four Investments’s watch. The company is As a result, ACON Investments was the potential strategic acquirers and asked for expected in 2008 to generate revenue of only bidder that offered to buy one of the bids based on the information in the pub- $1.3 billion and EBITDA of around $58.2 two companies for sale. Royal Ahold even- licly filed prospectus. This gave the firm million. tually sold GBarbosa to ACON Investments another competitive exit alternative, and But to understand how ACON for $46.6 million, including a $28.3 million it forced strategic suitors to price offers Investments achieved its stellar return, it’s equity investment from the firm. (Wal- based on forward EBITDA multiples, as an necessary to look at how it approached the Mart ended up getting Bompreco.) IPO would, rather than traditional trailing company. Back in 2004, its former owner, The firm was able to leverage the deal metrics. ACON Investments ultimately the Dutch conglomerate Royal Ahold NV, using techniques that were unique to Brazil, opted for the strategic route in November, wanted, in one deal, to sell both of its where banks at the time were unwilling to selling GBarbosa to Cencosud S.A., a supermarket companies in Brazil— provide what in America would be consid- Chilean retailer, in a deal valued at $421.1 Bompreco and GBarbosa. ACON ered typical financing to fund a buyout. million. Investments had had success with a ACON Investments convinced Credit Suisse The ACON Investments team and its Colombian supermarket chain, Carulla to take GBarbosa’s accounts receivable from investors were thrilled with the return, but Vivero S.A., which it sold to a large its credit-card business as collateral for its Brotman said that hasn’t made the firm’s Colombian retailer in August 2006, and so four-year term loan. ACON Investments principals go soft or want to rest on their took notice of this opportunity. then securitized these receivables, which laurels. “No one retired” because of the If taken down the right path, GBarbosa provided working capital. ACON Invest- deal’s success, he said. “Hopefully, it’s one could eventually similarly be sold to a ments identified other assets that would of many.”—B.V. | BUYOUTS YEARBOOK | 23 TURNAROUND OF THE YEAR: Sun Capital Partners

unprofitable markets. Sun Capital Springs Mattress Marketwide trends also contributed to Mattress Firm’s newfound success. The Company Into Shape company got a boost from soaring mat- tress prices and sales volume thanks to SNAPSHOT: Mattress America Inc., which owned 200 Tempur-Pedic beds, whose “memory stores and was at the time of acquisition foam” technology costs thousands of dol- Firm: Sun Capital Partners the nation’s second largest mattress lars and whose enormously popular prod- Target: Mattress Firm retailer, had no idea how many potential ucts began flying from the stores. Plus, Price: $450 million customers were walking through its Americans began showing some despera- Return Multiple: 68x doors each day, and the showrooms tion for shut-eye. themselves were poorly designed and “We really had the wind at our back, Buyer: J.W. Childs inhospitable. Moreover, many of its with so many pharmaceutical companies Financial Adviser: William Blair employees appeared sloppy and indiffer- introducing new sleep drugs and people ent to customers. These were small, becoming more proactive about sleeping almost cosmetic concerns, but they were well,” Liff said. If anyone doubted that Sun Capital crucial because Mattress Firm, like all After a little more than four years of Partners could do much with a flagging mattress retailers, competed in a highly ownership, Sun Capital juiced the compa- mattress retailer, the turnaround shop put aggressive business known for its small ny’s balance sheet, increasing EBITDA by a those doubts to bed last year. In January margins. Every bit counted. whopping 22x. In January 2007, Sun 2007, the Boca Raton-based shop sold Capital found a willing buyer in LBO shop Mattress Firm for a brisk 68x invested cap- Why The Firm Won J.W. Childs, which paid $450 million for ital after four years of work. the company. Not bad for a $4.5 million Apparently, it was never a deal that equity investment. Managing Director Steve Liff had to sleep Sun Capital nabbed the company in on. Houston-based Mattress Firm was a the first place because it didn’t fall asleep great company that was underperform- • The firm achieved a gaudy return at the wheel and moved quickly into ing and in need of operational support on a solid turnaround play. acquisition mode. In 2002, Sealy Corp. and capital. “We liked it from day one,” owned Mattress Firm, and Mattress Firm Liff said. • Sun Capital generated 22x EBITDA was in turn Sealy’s biggest customer. Moreover, the slumbering giant came growth through a combination of When Sealy’s then-owner, buyout firm cheap. Sun Capital committed just $4.5 strategic, operational and Bain Capital, decided to take the compa- million in equity; another $30 million in financial improvements. ny public, Bain Capital needed to shed debt came from lenders, including, prima- • The firm took a neglected the underperforming Mattress Firm unit. rily, Cerberus Capital Management. A little corporate unit and turned it into Bain Capital brought the deal to Sun more than four years later, following an market leader. Capital, which quickly agreed to take the operational overhaul, a strategic refocus- unit off Bain Capital’s hands. (Bain ing and a build-up through acquisition, Capital ended up selling Sealy in 2004 to Sun Capital sold Mattress firm in a second- But the company’s basic strategy was fellow LBO shop ary deal worth $450 million. sound. There was no management shake- for $1.5 billion; KKR took the company Indeed, this a deal ripped from the up; Sun Capital didn’t replace Mattress public in 2006.) Sun Capital playbook. The buyout firm Firm’s longtime CEO, Gary Fazio, a for- The Mattress Firm deal was one of many seized an opportunity to buy a sagging mer executive at mattress manufacturer bright spots in 2007 for Sun Capital. division of a larger corporation, plunking Sealy Corp. Through the end of the year, the firm’s down a small slice of equity to take a Rather, under Sun Capital’s steward- first three funds have exited a combined neglected but nonetheless valuable oper- ship, Mattress Firm made its stores more 64 companies for an estimated gross IRR of ating unit off the hands of a grateful par- welcoming and homelike by installing 75 percent. The firm’s fourth fund, which ent. It then injected its operational and wood floors and hanging artwork on the closed on $1.5 billion in April 2005, has financial know-how into the company, walls. The company created supercenters exited from 36 companies for an estimated producing something far different than a with greater selection. It also raised the gross IRR of 56 percent. sleeper hit. bar on who worked for the company and Meanwhile, the firm needed a scant 47 Still, even Sun Capital, owner of a num- took a greater interest in what they did on days in 2007 to close on $6 billion for its ber of furniture companies, “didn’t think the job. That included tracking customers’ fifth fund, far surpassing its $4 billion [Mattress Firm] would be the huge home comings and goings and giving them more goal. Last year Sun Capital also notched run that it was,” Liff said. That’s largely elaborate service. Perhaps most impor- an 18x return on another turnaround because Mattress Firm begged for moder- tant, Mattress Firm grew like crazy, acquir- play, selling Horsehead Holdings, the ate, not sweeping, reforms. ing 98 stores and opening 85 more, while biggest zinc producer in the U.S., for $342 For example, the former Malachi at the same time closing outlets in five million.—C.L. 24 | BUYOUTS YEARBOOK | LARGE LENDER OF THE YEAR: Credit Suisse

The deal paved the way for the $45 bil- A Cautious Credit Suisse Rides lion buyout financing for TXU and Bausch & Lomb. Credit Suisse followed these up by financing The Blackstone Group portfolio Cresting LBO Wave company ReAble Therapeutics’s $1.3 bil- SNAPSHOT: private equity clients to try to wiggle out of lion acquisition of DJO Inc. those commitments.” “These were the first new executions in Notable Deals: First Data Corp.; TXU Corp.; While Credit Suisse will do everything the [post-credit crunch] marketplace,” Bausch & Lomb Inc.; ProSiebenSat1; MMI it can to mitigate damage to its own O’Hara said. “We re-opened the market- Holdings shareholders—in the form of balance place.” League Tables: Ranked 2 for second-lien sheet hits from hung LBO loans—it guards The bank maintained its high rank- its relationships with LBO firms just as ings in leveraged finance league tables. It lead arranger volume, 14 percent market fiercely. “We’re also going to do every- finished the year ranked 2 for second- share; 2 for highly leveraged lead arranger thing we can to maintain relationships lien lead arranger volume, with 60 deals volume, 13 percent market share; 2 for insti- with our clients,” said Tim O’Hara, head of at $5.6 billion for a 14 percent market tutional new money lead arranger volume, leveraged finance. share; No. 2 for highly leveraged lead 12 percent market share; 3 for sponsor lead A good example is Credit Suisse’s nim- arranger volume, with 97 deals at $3.6 arranger volume, 11 percent market share ble management of the First Data debt billion for a 13 percent market share; 2 financing. It was a crucial deal because it for institutional new money lead Notable Clients: Kohlberg Kravis Roberts was one of the first to hit the Street after arranger volume, with 109 deals at $3.8 & Co.; Permira Advisers; Warburg Pincus; The billion for a 12 percent market share; Blackstone Group Why The Firm Won and No. 3 for sponsor-lead arranger vol- ume, with 112 deals at $4.6 billion for an 11 percent market share, according to Like every other bulge-bracket bank, International Financing Review, a sister pub- Credit Suisse played a part in the enor- lication of Thomson Financial. mous buyout wave that swept over Wall • It helped finance some of the Credit Suisse also displayed sound Street in the first half of 2007. Perhaps largest, most complicated deals in judgment in backing away from riskier more than its peers, however, Credit Suisse the U.S. and abroad. LBOs when the market showed signs of also recognized that the wave hit a precip- strain. For instance, it sat out Cerberus itous crest in mid-year 2007. • It worked with clients to Capital Management’s $7.4 billion buy- The bank had a hand in financing successfully place debt at a out of Chrysler; Clayton Dubilier & Rice some of the year’s—and history’s— turning point in the market. and KKR’s $7.1 billion buyout of US largest leveraged buyouts, and the Swiss Foodservice Inc.; and CD&R’s $4.6 bil- bank’s reach spanned the globe. • It didn’t fly too close to the sun, lion buyout of Servicemaster Co. All of Representative U.S. deals include the sitting out some of the more those deals’ financing packages faced take-privates of First Data Corp., TXU troubled big deals. tough receptions from bond and loan Corp. and Bausch & Lomb Inc. Overseas, buyers. it helped finance the buyout by Kohlberg “We probably, more than our brethren, Kravis Roberts & Co. and Permira the credit market tightened. The bank became cautious about which transactions Advisers of German broadcaster spent much of the summer negotiating we were going to do,” O’Hara said. ProSiebenSat.1, the largest syndicated with the buyer, KKR, to resize and O’Hara credits the bank’s success in LBO in Europe in 2007; that deal has also restructure the debt package to make it leveraged finance to its broad distribution been called one of the most complex palatable to increasingly cautious capability and its seasoned team. “We are transactions of the year. Elsewhere on investors. In the end, rather than flood active with all of the counterparties in the the international front, it was one of the the loan market, it broke up First Data’s loan markets,” he said. few banks that helped underwrite an $13 billion term loan “B” into three The bank has long relationships with LBO in Asia, with KKR’s acquisition of tranches. hedge funds, thanks to the legacy it MMI Holdings in April, which at the time “In First Data, we sent a clear message inherited after buying Donaldson, Lufkin was the largest LBO ever in Singapore. to the market that we were only going to & Jenrette. It also has ties to traditional But it’s in tougher times that the bank distribute what the market would sup- loan buyers such as domestic and foreign proved its mettle. Credit Suisse maintained port,” O’Hara said. “That in many ways I banks and loan funds. And its experi- strong relationships with its buyout firm think reignited the confidence in the mar- enced team helped it adjust to the cur- clients after the credit crunch surfaced in ket—that, even in a difficult market, trans- rent market volatility. “I think that we July. As a managing director of a $6.5 bil- actions could still be placed and placed suc- have a seasoned team that has seen lion buyout fund said, Credit Suisse “stands cessfully. I think the method by which it declines, never really of this magnitude, out as a firm that has stood by its commit- was offered served as template for offer- but it gives people a little perspective,” ments and hasn’t played games with its ings that came after.” O’Hara said. — B.V.

26 | BUYOUTS YEARBOOK | MIDDLE MARET LENDER OF THE YEAR: GE Antares

ny Allied Capital Corp. to back a $3.6 bil- GE Antares Builds Scale As Other lion unitranche fund. As a corporation, GE does not originate junior debt (mezzanine or second-lien loans), and as a result GE Lenders Around it Crumble Antares was losing business to BDCs and SNAPSHOT: Just by staying alive, lenders differenti- other lenders capable of providing increas- ated themselves from the field in the ingly popular one-stop financings that Firm: GE Antares final six months of 2007. In the case of span the capital structure. With Allied Office Locations: Chicago, New York, GE Antares, its ability to thrive meant picking up the junior debt portion of the San Francisco that the firm became every sponsor’s best debt agreements and GE Antares holding friend. the senior tranches, GE is now able to get Number of Professionals: 100 “As everyone else retreats, it gives us into the game. Products: Senior Loans, Unitranche Funds, visibility with new groups and deepens our “This really addresses today’s uncertain Junior Debt Fund, Equity Capital relationships with existing sponsors,” environment,” Brackett said. “There is no Brackett said. syndication risk for the sponsor.” In fact, at a time when most lenders in The creation of that fund came a year It sure didn’t start out looking this the middle market were digging trenches after GE teamed up with Northwestern way, but 2007 turned out to be a gigantic to wait out the shelling, GE Antares and Mutual Life to create a subordinated-debt inflection point for mid-market senior its parent continued to build its middle- vehicle called the Quentin Road Fund. The lenders. market business. The biggest coup came $1.2 billion fund will invest alongside GE The first half of the year kept up the Antares’s senior-debt offerings. heady pace of 2006, and new entrants piled Why The Firm Won GE Antares has also diversified itself into the market for providing senior loans. geographically. Aside from three offices in By the second half of 2007, however, the Chicago, New York and San Francisco, the market cratered, and many of the new firm has representatives in Dallas and Los players departed for the sidelines. Angeles. And thanks to GE’s global foot- Most lenders did everything they could • In a market where lenders receded by print, it can follow a sponsor client such as merely to survive. One lending house, the day, GE Antares remained a Sun Capital when the LBO shop does a deal constant, reliable presence in the however, actually found room to build: GE in Japan. middle-market. Antares, the Chicago-based unit of GE Inc. Likewise, because GE has its hands in that specializes in providing acquisition • The division blew away the virtually every kind of industry, from ener- credit for financial sponsors. Tied to a AAA- competition for - gy to health care to chemicals, GE Antares rated, multibillion balance sheet, mid-mar- backed senior loans of less than $225 can call on its corporate brethren to fill out ket specialist GE Antares actually got big- million. gaps in knowledge. GE Antares even ger, expanding its lines of business and • The lending unit expanded its invites executives from sponsors and their snapping up a big player in the market, capabilities by joining with Allied portfolio companies to GE’s training facili- Merrill Lynch Capital. Capital to form a unitranche fund. ty to learn the latest techniques in, say, In 2007, among lenders backing U.S.- lean production. By 2007, GE Antares had based financial sponsors, GE led the league • GE Antares furthered its commitment established relationships with 150 differ- tables for arranging loans of $225 million to the middle market through its ent sponsors, a list that will undoubtedly acquisition of the No. 3 player, Merrill or less, according to Reuters Loan Pricing grow as the number of active lenders dwin- Lynch Capital. Corp. Of the $7.1 billion that GE arranged, dles further in 2008. the Antares division accounted for the vast When GE bought Antares in 2004, it majority, said David Brackett, a senior in December, when GE made official the wasn’t clear how much the lender would managing director and one of the firm’s rumor that it would buy the mid-market be absorbed into the corporation and founders. lending division of Merrill Lynch. That denied the freedom to roam. There were Only JP Morgan gave GE Antares much investment bank, buffeted by write- concerns from sponsors that a deal’s competition in terms of loan volume. In downs in its fixed-income division, sold terms would change as the credit agree- terms of the number of deals arranged, off the lending unit to raise approximate- ment moved its way up the multination- GE Antares took the lead on nearly 50 ly $1 billion in cash. The deal, which al’s decision tree. Instead, Brackett said, percent more deals than the second-place closed in February 2008, instantly cata- it’s been a happy marriage between an firm, Bank of America, according to pulted GE Antares far beyond its mid-mar- entrepreneurial outfit and deep-pocketed Reuters Loan Pricing Corp. Even after ket lending peers. backer. considering that loan origination tailed “It underscores GE Antares’s commit- “We’ve been pleasantly surprised at off dramatically during the third and ment to the mid-market sponsor space,” how well this has worked,” he said. “GE fourth quarters of 2007, GE Antares still Brackett said. understands that sponsor finance isn’t increased its year-over-year loan volume Also in December, GE Antares joined about the deal but is about the long-term by 25 percent. forces with business development compa- relationship.”—J.H. | BUYOUTS YEARBOOK | 27 MIDDLE MARKET INVESTMENT BANK OF THE YEAR: Robert W. Baird & Co.

The firm has made an effort to build Robert W. Baird’s 10-Year Plan its buy-side advising platform as well. There, too, Baird touts its industry-related Pays Off in 2007 chops where other banks offer their deep pockets. “That’s not in our playbook. We SNAPSHOT: focused companies. don’t have the balance sheet to go out The firm’s knowledge of manufactur- and tell people, ‘Yes, we’re going to loan Firm: Robert W. Baird & Co. ing, particularly in heat-transfer devices, you $500 million to do this deal,’” Headquarters: Milwaukee, Wisc. helped it beat out some bulge-bracket McMahon said. Number of Mid-market Buyout- banks to represent Eco SpA, an Italian He pointed to last summer’s $811 mil- backed Transactions in 2007: 28 maker of heating and cooling coils, when it lion acquisition of Keystone Automotive put itself on the block last year. Eco SpA Industries Inc. by LKQ Corp. as an example Disclosed Deal Value: $5.4 billion was a portfolio company of British LBO of how Baird’s industry knowledge won Representative Deals: ECO SpA, LKQ firm Compass Partners. In addition to its the day. Both companies recycle parts from Corp., Wilton Industries industry knowledge, McMahon thinks damaged cars. “It was a niche-y, narrow Baird won the deal when it counseled sector we knew well. We provided equity Compass Partners against the staple- research of the target. We provided equity In the mid-1990’s, executives at mid- financing packages being offered by the research of the buyer. That’s how we got market investment bank Robert W. Baird & big banks. the buy-side mandate,” he said. Baird lined Co. took a hard look at their firm and “The fees [the large banks] would earn up Deutsche Bank and Lehman Brothers decided it was now or never. for financing. To move beyond their Milwaukee, Expanding its global footprint over the Wisc., roots and build a global brand, Why The Firm Won last 10 years also has yielded gains for they’d have to make some changes. So Baird, which doubled its income from the bank hired a passel of professionals, European deals between 2006 and 2007. including Baird’s current President and The firm established a presence in India CEO Paul Purcell, formerly of Kidder • Evolved from a Midwestern and did its first deal there last year. It also Peabody & Co. This new group set the regional bank to a leading uses its Asia platform—Baird Asia—to framework for Baird’s evolution from international firm in a decade. help source deals for portfolio companies “an old-line regional brokerage firm” to of the bank’s buyout and venture capital “a bona fide leading middle-market • Won deals through its deep shops, which collectively form the Baird knowledge of industry verticals international firm,” said Chris such as manufacturing and health Private Equity unit. McMahon, Baird’s head of U.S. mergers care. While Baird had advised on private and acquisitions. equity-backed transactions in the past, And the little bank that could eventual- • Grew its buy-side transactions by around 2003 the bank formalized its finan- ly became the little bank that did. In more than $7 billion in one year cial sponsors coverage group in an effort 2007, Baird had its best year ever, com- without using its own capital to to grow its relationships with buyout pleting 57 mid-market transactions worth provide loans. shops. In 2004, deals involving private more than $12 billion in disclosed deal • Within three years, sponsor-led equity firms accounted for less than 25 value. Of that total, 28 deals, carrying a deals ballooned from less than 25 percent of Baird’s overall M&A activity. By disclosed value of $5.4 billion, were led by percent of its total M&A volume 2007, more than half of Baird’s transac- financial sponsors. to more than half. tions were driven by private equity firms, Baird began its transformation by and the aggregate dollar value of those expanding the number of industry sectors deals was nearly $5.4 billion, up 63 per- where it can provide M&A advice. The on the staple dwarf the M&A fee, so there’s cent over the year before. bank’s core areas of expertise are manufac- a natural bias and potential conflict as sta- “This group, along with our industry turing and business services. Over the last ple provider,” McMahon said. sector focus, has been an important part of four years it has added real estate, financial Luvata OY, a portfolio company of our increased market share,” said Chris institutions and health care. Sweden-based Nordic Capital, wound up Coetzee, head of Baird’s financial sponsors It also beefed up its technology cover- buying Eco SpA, giving Compass Partners group. age, opening a second Bay Area office and a 10x-plus multiple, McMahon said. The Content to be neither a wannabe bulge- adding two senior technology investment scope of the deal was not lost on Baird. bracket bank that “tries to be all things to banking professionals in 2007. Baird has “Here we are advising a U.K. private equi- all people” nor a boutique firm, Baird will seven equity research analysts covering ty firm with an Italy-based portfolio com- continue to stake out its own territory in more than 100 technology companies. In pany on a sale to a strategic buyer out of the middle market. “When we look the past five years, Baird has advised on Stockholm. A few years ago that’s not a around, there are not a lot of folks who capital raising and M&A transactions total- deal we would have been equipped to look like Robert W. Baird,” McMahon ing more than $5.7 billion for technology- complete effectively,” McMahon said. said.—J.P. 28 | BUYOUTS YEARBOOK | LAW FIRM OF THE YEAR: Debevoise & Plimpton

Debevoise & Plimpton served as the fund The One-Stop Law Shop counsel to about half of all the capital raised by the private equity industry. “It is without a doubt the most global fund practice,” Blassberg said. “More subjec- SNAPSHOT: than two decades. The firm started repre- tively, it’s the best practice around.” senting private equity houses in the The funds the firm represents span the Offices: New York, Washington, D.C., Frankfurt, 1970s, and for many years the firm’s globe and span the range of private equity. Hong Kong, London, Moscow, Paris, Shanghai lawyers didn’t differentiate between its It has worked on buyout funds, mezzanine Private Equity Attorneys: 200, including two main constituencies: fund attorneys funds, infrastructure funds and funds of 80 partners and counsel and deal attorneys. funds in the United States, Europe and Notable 2007 Funds: Eventually, like many other firms, Asia. Partners VI LP, $12 billion; Carlyle Europe Debevoise & Plimpton grouped the attor- Highlights from 2007 include the Partners III, €5.4 billion; HarbourVest Partners neys according to their specialties. But an largest sector-focused fund ever raised, the Fund VIII, $5.5 billion; Alinda Infrastructure all-hands-on-deck attitude still permeates $12.1 billion sixth fund of media shop the firm. That’s partly because partners Providence Equity Partners, as well as the Fund, $3 billion. who now sit on the fund side of the fence Carlyle Group’s third European fund, a Notable 2007 Deals: HD Supply; U.S. once handled complex mergers and acqui- €5.4 billion pool. Debevoise & Plimpton Foodservice; CCS Income Trust sition agreements, and partners who now helped Oaktree Capital Management form belong to the deal group once helped firms its seventh opportunities fund, a $3.6 bil- raise their first funds. lion vehicle. It also helped Alinda Capital Buyout firms are notoriously picky Partners (recipient of our “Best New Firm” about the service providers they choose, award this year) raise its debut $3 billion especially when it comes to lawyers. Why The Firm Won infrastructure fund, one of the hottest They want the best of the breed, whether commodities on the fundraising market. It working to complete a deal, raise a fund, also helped HarbourVest Partners raise its set up just the right kind of tax arrange- eighth , a $5.5 billion pool ment for a partnership, establish a com- that’s a conglomeration of three smaller pensation plan for a portfolio company • Combines a world-class fund funds dedicated to venture capital, buyouts or hire a general counsel for a portfolio formation practice with an equally and mezzanine funds. company. strong lineup of deal attorneys. The range of funds highlights one of Usually, they’ll turn to specialist firms • In a year of record fundraising, Debevoise & Plimpton’s strengths: its to handle each of these things. helped raise the most money for a international presence. Its New York, Occasionally, an LBO shop might find a law diverse group of new and London and Paris offices teamed up to firm that can handle two of these responsi- emerging managers. help Carlyle raise its third European fund. bilities. Rarely, however, can all of these The firm worked on the raising of the services be found under one roof, and rarer • Global footprint and deep bench largest off-shore fund in the history of still is it to find a world-class version of of attorneys lets the firm follow China, the $1.6 billion CDH China Fund III. each specialty in one law firm. any client anywhere and do just More broadly, its London office is now on But that’s Debevoise & Plimpton, about anything that needs to be that city’s short list of go-to corporate done. according to lawyers at the firm. firms (of any nationality). “We’re there from cradle to grave,” said The deal side of the firm’s private equi- Michael Harrell, a partner who specializes ty practice wasn’t too shabby in 2007, in fund formation. “We help birth the “We are an integrated team,” said either. Blassberg and her colleagues led the firm. We set it up to raise its first fund. We Franci Blassberg, a partner who specializes buy-side representation on arguably the do its deals. We take it through its life on mergers and acquisitions for buyout most contentious and closely watched deal cycle.” shops. “There are no turf wars or fief- of the year, the carve-out of Home Depot’s Debevoise & Plimpton’s trust and estate doms.” building supply unit by Bain Capital, attorneys even structure the wills of buy- Added Harrell: “We co-operate, so the Clayton Dubilier & Rice, and Carlyle. That out professionals and choreograph the integration actually works.” deal was signed up just as the buyout boom baton-passing that’s increasingly going on The foundation of Debevoise & peaked in the late spring of 2007. As spring as firms change leadership. Plimpton’s private equity practice is its became summer, the credit market melt- This is the first year that Buyouts has fund-formation work. The firm worked on ed, threatening the $10.2 billion transac- awarded a “Law Firm of the Year” honor. the formation of 43 private equity funds tion. Thanks to backroom bargaining, the But in many ways this is a lifetime that held final closes in 2007 on a total of deal ended up getting done, albeit for $2 achievement award for Debevoise & $64.7 billion. (It worked on 34 other funds billion less than the original agreement Plimpton, in the sense that the firm has that had partial closings in 2007.) By its and despite the reluctance of the banks been building to this moment for more own calculation, between 2000 and 2006, financing the carve-out. — J.H. | BUYOUTS YEARBOOK | 29 2007 M&A LEAGUE TABLES

U.S. ANNOUNCED ADVISOR RANKINGS Based on Value Based on Number of Transactions Undisclosed Values and Disclosed Values up to and Undisclosed Values and Disclosed Values up to and Including $100 mil Including $100 mil Excluding Equity Carveouts, Withdrawn Deals, and Excluding Equity Carveouts, Withdrawn Deals, and Open Market Repurchases Open Market Repurchases

Financial RankValue Mkt. No. of Financial Mkt. No. of RankValue Advisor in $ Mil Rank Share Deals Advisor Deals Rank Share in $Mil Houlihan Lokey Howard & Zukin 3,831.2 1 5.4 77 Houlihan Lokey Howard & Zukin 77 1 .9 3,831.2 UBS 3,340.6 2 4.7 29 Jefferies & Co Inc 57 2 .6 1,015.2 Lazard 3,000.7 3 4.2 33 RBCCapital Markets 53 3 .6 885.7 Sandler O’Neill Partners 1,283.8 4 1.8 47 Sandler O’Neill Partners 47 4 .5 1,283.8 Jefferies & Co Inc 1,015.2 5 1.4 57 Citi 46 5 .5 391.3 RBCCapital Markets 885.7 6 1.3 53 BB&T Corp 37 6* .4 720.5 William Blair & Co 730.2 7 1.0 30 JPMorgan 37 6* .4 279.4 BB&T Corp 720.5 8 1.0 37 RSM Equico Capital Markets LLC 35 8* .4 348.2 Keefe Bruyette & Woods Inc 711.4 9 1.0 26 Credit Suisse 35 8* .4 655.2 Merrill Lynch 660.1 10 .9 19 Lincoln International 34 10* .4 270.3 Robert W Baird & Co Inc 34 10* .4 477.3 Subtotal with Financial Advisor 23,940.7 - 33.9 1,449 Subtotal without Financial Advisor 46,773.3 - 66.1 7,631 Subtotal with Financial Advisor 1,449 - 16.0 23,940.7 Subtotal without Financial Advisor 7,631 - 84.0 46,773.3 Industry Total 70,714.0 - 100.0 9,080

* tie Industry Total 9,080 - 100.0 70,714.0  includes net debt of target * tie  includes net debt of target

Based on Value Based on Number of Transactions Undisclosed Values and Disclosed Values up to and Undisclosed Values and Disclosed Values up to and Including $500 mil Including $500 mil Excluding Equity Carveouts, Withdrawn Deals, and Excluding Equity Carveouts, Withdrawn Deals, and Open Market Repurchases Open Market Repurchases

Financial RankValue Mkt. No. of Financial Mkt. No. of RankValue Advisor in $ Mil Rank Share Deals Advisor Deals Rank Share in $Mil Credit Suisse 14,249.9 1 5.9 81 Houlihan Lokey Howard & Zukin 97 1 1.0 7,976.4 Goldman Sachs & Co 13,376.1 2 5.5 76 Credit Suisse 81 2 .8 14,249.9 UBS 13,285.9 35.563Citi 78 3 .8 9,588.8 Lehman Brothers 10,722.7 4 4.4 55 Jefferies & Co Inc 76 4* .8 5,645.4 Citi 9,588.8 5 3.9 78 Goldman Sachs & Co 76 4* .8 13,376.1 Merrill Lynch 9,261.7 6 3.8 47 JPMorgan 67 6 .7 8,739.0 JPMorgan 8,739.0 7 3.6 67 UBS 63 7 .6 13,285.9 Morgan Stanley 8,445.4 8 3.5 56 RBCCapital Markets 62 8* .6 3,211.2 Houlihan Lokey Howard & Zukin 7,976.4 9 3.3 97 Sandler O’Neill Partners 62 8* .6 4,251.1 Lazard 6,974.0 10 2.9 48 Morgan Stanley 56 10 .6 8,445.4

Subtotal with Financial Advisor 133,494.1 - 54.9 1,874 Subtotal with Financial Advisor 1,874 - 19.1 133,494.1 Subtotal without Financial Advisor 109,683.6 - 45.1 7,922 Subtotal without Financial Advisor 7,922 - 80.9 109,683.6

Industry Total 243,177.7 - 100.0 9,796 Industry Total 9,796 - 100.0 243,177.7

* tie * tie  includes net debt of target  includes net debt of target

Source: Thomson Financial’s M&A Database. Please contact Sandy Anglin, Thomson Financial, at 646-822-7334. The data was compiled as of December 17, 2007 30 | BUYOUTS YEARBOOK | 2007 M&A LEAGUE TABLES

U.S. ANNOUNCED ADVISOR RANKINGS Based on Value Based on Number of Transactions Undisclosed Values and Disclosed Values up to and Undisclosed Values and Disclosed Values up to and Including $2 bil Including $2 bil Excluding Equity Carveouts, Withdrawn Deals, and Excluding Equity Carveouts, Withdrawn Deals, and Open Market Repurchases Open Market Repurchases

Financial RankValue Mkt. No. of Financial Mkt. No. of RankValue Advisor in $ Mil Rank Share Deals Advisor Deals Rank Share in $Mil Goldman Sachs & Co 112,325.9 1 18.9 154 Goldman Sachs & Co 154 1 1.5 112,325.9 Lehman Brothers 78,158.7 2 13.2 114 Credit Suisse 125 2 1.2 61,700.6 JPMorgan 75,985.2 3 12.8 121 Citi 121 3* 1.2 61,407.9 UBS 65,208.0 4 11.0 112 JPMorgan 121 3* 1.2 75,985.2 Merrill Lynch 62,874.8 5 10.6 94 Lehman Brothers 114 5 1.1 78,158.7 Credit Suisse 61,700.6 6 10.4 125 UBS 112 6 1.1 65,208.0 Citi 61,407.9 7 10.4 121 Houlihan Lokey Howard & Zukin 102 7 1.0 13,725.3 Morgan Stanley 47,303.3 8 8.0 93 Merrill Lynch 94 8 .9 62,874.8 Banc of America Securities LLC 38,855.6 9 6.6 64 Morgan Stanley 93 9 .9 47,303.3 Deutsche BankAG 32,075.8 10 5.4 53 Jefferies & Co Inc 86 10 .9 14,556.8

Subtotal with Financial Advisor 449,598.2 - 75.8 2,164 Subtotal with Financial Advisor 2,164 - 21.4 449,598.2 Subtotal without Financial Advisor 143,488.1 - 24.2 7,962 Subtotal without Financial Advisor 7,962 - 78.6 143,488.1

Industry Total 593,086.3 - 100.0 10,126 Industry Total 10,126 - 100.0 593,086.3

* tie * tie  includes net debt of target  includes net debt of target

Based on Value Based on Number of Transactions All Deals with Disclosed and Undisclosed Values All Deals with Disclosed and Undisclosed Values Excluding Equity Carveouts, Withdrawn Deals, and Excluding Equity Carveouts, Withdrawn Deals, and Open Market Repurchases Open Market Repurchases

Financial RankValue Mkt. No. of Financial Mkt. No. of RankValue Advisor in $ Mil Rank Share Deals Advisor Deals Rank Share in $Mil Goldman Sachs & Co 644,144.2 1 41.0 219 Goldman Sachs & Co 219 1 2.1 644,144.2 Morgan Stanley 533,822.2 2 34.0 149 JPMorgan 163 2 1.6 397,429.1 Lehman Brothers 428,879.5 3 27.3 147 Citi 159 3 1.6 404,571.8 Citi 404,571.8 4 25.8 159 Credit Suisse 156 4 1.5 327,574.8 JPMorgan 397,429.1 5 25.3 163 Morgan Stanley 149 5 1.5 533,822.2 Credit Suisse 327,574.8 6 20.9 156 Lehman Brothers 147 6 1.4 428,879.5 Merrill Lynch 320,370.2 7 20.4 130 Merrill Lynch 130 7 1.3 320,370.2 Deutsche BankAG 241,220.6 8 15.4 72 UBS 129 8 1.3 170,627.4 Banc of America Securities LLC 189,665.4 9 12.1 84 Houlihan Lokey Howard & Zukin 106 9 1.0 38,411.4 UBS 170,627.4 10 10.9 129 Jefferies & Co Inc 88 10 .9 22,426.6

Subtotal with Financial Advisor 1,413,388.7 - 90.0 2,313 Subtotal with Financial Advisor 2,313 - 22.5 1,413,388.7 Subtotal without Financial Advisor 156,405.1 - 10.0 7,966 Subtotal without Financial Advisor 7,966 - 77.5 156,405.1

Industry Total 1,569,793.8 - 100.0 10,279 Industry Total 10,279 - 100.0 1,569,793.8

* tie * tie  includes net debt of target  includes net debt of target

Source: Thomson Financial’s M&A Database. Please contact Sandy Anglin, Thomson Financial, at 646-822-7334. The data was compiled as of December 17, 2007 | BUYOUTS YEARBOOK | 31 2007 M&A LEAGUE TABLES

U.S. ANNOUNCED ADVISOR RANKINGS Based on Value Based on Value TF Macro Industry = Industrials TF Macro Industry = Materials Excluding Equity Carveouts, Withdrawn Deals, and Excluding Equity Carveouts, Withdrawn Deals, and Open Market Repurchases Open Market Repurchases

Financial RankValue Mkt. No. of Financial RankValue Mkt. No. of Advisor in $ Mil Rank Share Deals Advisor in $ Mil Rank Share Deals Goldman Sachs & Co 65,264.1 1 48.1 22 Goldman Sachs & Co 51,450.9 1 37.3 22 Morgan Stanley 38,947.9 2 28.7 14 Citi 49,452.6 2 35.9 15 JPMorgan 35,228.3 3 25.9 17 Merrill Lynch 33,593.0 3 24.4 9 Credit Suisse 23,452.7 4 17.3 17 Deutsche BankAG 29,787.6 4 21.6 4 Citi 23,016.7 5 17.0 22 UBS 28,973.4 5 21.0 17 Evercore Partners 22,944.3 6 16.9 5 Perella Weinberg Partners LP 18,765.5 6 13.6 1 Lazard 21,878.0 7 16.1 8 JPMorgan 18,744.7 7 13.6 14 Merrill Lynch 18,185.5 8 13.4 13 Credit Suisse 16,068.2 8 11.7 9 UBS 11,179.9 9 8.2 7 Morgan Stanley 13,997.9 9 10.2 10 BearStearns & Co Inc 10,060.0 10 7.4 6 Lehman Brothers 13,100.0 10 9.5 4

Subtotal with Financial Advisor 121,947.5 - 89.8 276 Subtotal with Financial Advisor 127,927.5 - 92.8 172 Subtotal without Financial Advisor 13,869.4 - 10.2 874 Subtotal without Financial Advisor 9,914.0 - 7.2 624

Industry Total 135,816.9 - 100.0 1,150 Industry Total 137,841.5 - 100.0 796

* tie * tie  includes net debt of target  includes net debt of target

Based on Value Based on Value TF Macro Industry = Consumer Products and Services TF Macro Industry = Financials Excluding Equity Carveouts, Withdrawn Deals, and Excluding Equity Carveouts, Withdrawn Deals, and Open Market Repurchases Open Market Repurchases

Financial RankValue Mkt. No. of Financial RankValue Mkt. No. of Advisor in $ Mil Rank Share Deals Advisor in $ Mil Rank Share Deals Goldman Sachs & Co 16,734.1 1 28.2 16 Goldman Sachs & Co 64,620.4 1 35.9 24 Morgan Stanley 15,161.0 2 25.5 6 Morgan Stanley 62,572.2 2 34.8 18 Credit Suisse 12,980.2 3 21.8 14 Lehman Brothers 32,891.0 3 18.3 15 Banc of America Securities LLC 11,226.4 4 18.9 5 Sandler O’Neill Partners 26,349.1 4 14.7 70 Merrill Lynch 10,401.9 5 17.5 7 Citi 25,482.5 5 14.2 19 Greenhill & Co, LLC 10,190.2 6 17.1 2 JPMorgan 25,308.9 6 14.1 19 Citi 9,166.8 7 15.4 9 Banc of America Securities LLC 24,899.8 7 13.9 9 Wachovia Corp 8,638.4 8 14.5 10 UBS 24,835.3 8 13.8 10 UBS 8,099.0 9 13.6 11 Merrill Lynch 24,658.2 9 13.7 17 Lehman Brothers 7,510.0 10 12.6 9 ABN AMRO 21,150.0 10 11.8 3

Subtotal with Financial Advisor 51,531.0 - 86.7 259 Subtotal with Financial Advisor 159,322.2 - 88.6 320 Subtotal without Financial Advisor 7,904.9 - 13.3 941 Subtotal without Financial Advisor 20,461.3 - 11.4 920

Industry Total 59,435.9 - 100.0 1,200 Industry Total 179,783.5 - 100.0 1,240

* tie * tie  includes net debt of target  includes net debt of target

Source: Thomson Financial’s M&A Database. Please contact Sandy Anglin, Thomson Financial, at 646-822-7334. The data was compiled as of December 17, 2007 32 | BUYOUTS YEARBOOK | 2007 M&A LEAGUE TABLES

U.S. ANNOUNCED ADVISOR RANKINGS Based on Value Based on Value TF Macro Industry = Health Care TF Macro Industry = High Tech Excluding Equity Carveouts, Withdrawn Deals, and Excluding Equity Carveouts, Withdrawn Deals, and Open Market Repurchases Open Market Repurchases

Financial RankValue Mkt. No. of Financial RankValue Mkt. No. of Advisor in $ Mil Rank Share Deals Advisor in $ Mil Rank Share Deals Goldman Sachs & Co 88,391.7 1 52.4 33 Goldman Sachs & Co 73,504.2 1 44.0 40 Morgan Stanley 65,766.7 2 39.0 18 Credit Suisse 58,099.7 2 34.8 36 JPMorgan 50,217.2 3 29.8 28 Morgan Stanley 53,734.0 3 32.2 22 Merrill Lynch 35,392.5 4 21.0 19 Lehman Brothers 46,916.7 4 28.1 17 Banc of America Securities LLC 27,340.5 5 16.2 20 Citi 45,109.9 5 27.0 25 Evercore Partners 25,836.3 6 15.3 2 Deutsche BankAG 40,874.0 6 24.5 15 Credit Suisse 25,802.1 7 15.3 13 Merrill Lynch 40,303.4 7 24.2 14 Citi 20,486.6 8 12.1 13 Evercore Partners 36,488.1 8 21.9 10 Lehman Brothers 18,198.8 9 10.8 11 American Appraisal Assoc., Inc 27,031.7 9* 16.2 1 UBS 11,805.7 10 7.0 19 HSBCHoldings PLC 27,031.7 9* 16.2 1

Subtotal with Financial Advisor 156,924.7 - 93.0 206 Subtotal with Financial Advisor 154,812.7 - 92.8 407 Subtotal without Financial Advisor 11,828.1 - 7.0 667 Subtotal without Financial Advisor 12,107.3 - 7.3 1,525

Industry Total 168,752.7 - 100.0 873 Industry Total 166,920.0 - 100.0 1,932

* tie * tie  includes net debt of target  includes net debt of target

Based on Value Based on Value TF Macro Industry = Media and Entertainment TF Macro Industry = Retail Excluding Equity Carveouts, Withdrawn Deals, and Excluding Equity Carveouts, Withdrawn Deals, and Open Market Repurchases Open Market Repurchases

Financial RankValue Mkt. No. of Financial RankValue Mkt. No. of Advisor in $ Mil Rank Share Deals Advisor in $ Mil Rank Share Deals Morgan Stanley 71,084.7 1 49.3 15 Lehman Brothers 31,258.5 1 61.7 11 Merrill Lynch 57,150.9 2 39.6 11 Goldman Sachs & Co 24,655.9 2 48.7 11 Banc of America Securities LLC 49,094.4 3 34.0 8 Merrill Lynch 20,425.3 3 40.3 6 Goldman Sachs & Co 44,913.5 4 31.1 15 Citi 20,241.8 4 40.0 7 UBS 44,891.0 5 31.1 16 JPMorgan 11,858.8 5 23.4 4 Deutsche BankAG 43,923.3 6 30.5 9 Lazard 7,063.3 6 14.0 4 Lehman Brothers 41,269.3 7 28.6 7 PeterJ. Solomon Co Ltd 6,210.0 7 12.3 3 BearStearns & Co Inc 38,553.1 8 26.7 6 Banc of America Securities LLC 5,164.4 8 10.2 9 Citi 29,501.0 9 20.5 13 Tri-Artisan Partners 2,749.8 9 5.4 1 JPMorgan 29,345.7 10 20.3 9 UBS 2,558.5 10 5.1 4

Subtotal with Financial Advisor 128,716.9 - 89.2 181 Subtotal with Financial Advisor 46,638.6 - 92.1 96 Subtotal without Financial Advisor 15,535.8 - 10.8 738 Subtotal without Financial Advisor 4,004.6 - 7.9 390

Industry Total 144,252.7 - 100.0 919 Industry Total 50,643.3 - 100.0 486

* tie * tie  includes net debt of target  includes net debt of target

Source: Thomson Financial’s M&A Database. Please contact Sandy Anglin, Thomson Financial, at 646-822-7334. The data was compiled as of December 17, 2007 | BUYOUTS YEARBOOK | 33 2007 M&A LEAGUE TABLES

U.S. ANNOUNCED ADVISOR RANKINGS Based on Value Based on Value TF Macro Industry = Telecom Target Located in Western Region Excluding Equity Carveouts, Withdrawn Deals, and (AK,CA,CO,HI,ID,MT,NV,OR,UT,WA,WY) Open Market Repurchases Excluding Equity Carveouts, Withdrawn Deals, and Open Market Repurchases Financial RankValue Mkt. No. of  Advisor in $ Mil Rank Share Deals Financial RankValue Mkt. No. of Citi 37,350.6 1 52.7 6 Advisor in $ Mil Rank Share Deals Merrill Lynch 34,128.5 2 48.2 7 Goldman Sachs & Co 111,735.7 1 38.2 43 Goldman Sachs & Co 29,760.1 3 42.0 5 Morgan Stanley 109,507.0 2 37.5 30 JPMorgan 28,989.3 4 40.9 6 Lehman Brothers 98,831.2 3 33.8 32 Stephens Inc 27,487.8 5 38.8 2 Merrill Lynch 83,242.3 4 28.5 29 Morgan Stanley 18,234.8 6 25.7 9 Deutsche BankAG 77,998.7 5 26.7 16 Lehman Brothers 7,992.5 7 11.3 5 Credit Suisse 62,981.8 6 21.6 40 Credit Suisse 7,321.1 8 10.3 3 Banc of America Securities LLC 62,172.9 7 21.3 21 Deutsche BankAG 6,530.7 9 9.2 6 UBS 58,697.6 8 20.1 34 Houlihan Lokey Howard & Zukin 5,504.6 10 7.8 8 Citi 38,116.9 9 13.1 28 JPMorgan 36,365.3 10 12.5 39 Subtotal with Financial Advisor 60,183.6 - 85.0 86 Subtotal without Financial Advisor 10,656.1 - 15.0 203 Subtotal with Financial Advisor 257,912.1 - 88.3 553 Subtotal without Financial Advisor 34,249.9 - 11.7 2,121 Industry Total 70,839.7 - 100.0 289

* tie Industry Total 292,162.0 - 100.0 2,674  includes net debt of target * tie  includes net debt of target

Based on Value Based on Value Target Located in Northeastern Region Target Located in Southeastern Region (CT,DC,DE,ME,MD,MA,NH,NJ,NY,PA,RI,VT) (AL,FL,GA,KY,MS,NC,SC,TN,VA) Excluding Equity Carveouts, Withdrawn Deals, and Excluding Equity Carveouts, Withdrawn Deals, and Open Market Repurchases Open Market Repurchases

Financial RankValue Mkt. No. of Financial RankValue Mkt. No. of Advisor in $ Mil Rank Share Deals Advisor in $ Mil Rank Share Deals Goldman Sachs & Co 183,241.4 1 40.3 76 Goldman Sachs & Co 68,268.8 1 32.5 37 Morgan Stanley 133,891.7 2 29.5 49 Morgan Stanley 58,686.1 2 28.0 28 JPMorgan 98,276.8 3 21.6 47 Lehman Brothers 55,722.7 3 26.6 22 Merrill Lynch 74,356.1 4 16.4 37 Merrill Lynch 53,804.6 4 25.7 19 Citi 66,815.2 5 14.7 50 Citi 46,421.0 5 22.1 19 Credit Suisse 66,247.9 6 14.6 52 JPMorgan 33,867.9 6 16.1 24 Evercore Partners 61,239.2 7 13.5 19 UBS 32,567.7 7 15.5 20 Lehman Brothers 55,121.1 8 12.1 45 Banc of America Securities LLC 19,573.3 8 9.3 12 Lazard 39,412.4 9 8.7 31 Blackstone Group LP 17,980.9 9 8.6 5 Deutsche BankAG 38,512.6 10 8.5 27 Lazard 17,418.8 10 8.3 11

Subtotal with Financial Advisor 399,914.8 - 88.0 670 Subtotal with Financial Advisor 183,252.4 - 87.4 383 Subtotal without Financial Advisor 54,529.0 - 12.0 2,223 Subtotal without Financial Advisor 26,526.5 - 12.6 1,468

Industry Total 454,443.8 - 100.0 2,893 Industry Total 209,778.9 - 100.0 1,851

* tie * tie  includes net debt of target  includes net debt of target

Source: Thomson Financial’s M&A Database. Please contact Sandy Anglin, Thomson Financial, at 646-822-7334. The data was compiled as of December 17, 2007 34 | BUYOUTS YEARBOOK | 2007 M&A LEAGUE TABLES

U.S. ANNOUNCED ADVISOR RANKINGS Based on Value Based on Value Target Located in Southwestern Region Target Located in Mideastern Region (AZ,AR,LA,NM,OK,TX) (IL,IN,MI,OH,WV,WI) Excluding Equity Carveouts, Withdrawn Deals, and Excluding Equity Carveouts, Withdrawn Deals, and Open Market Repurchases Open Market Repurchases

Financial RankValue Mkt. No. of Financial RankValue Mkt. No. of Advisor in $ Mil Rank Share Deals Advisor in $ Mil Rank Share Deals Goldman Sachs & Co 128,296.6 1 48.5 26 Morgan Stanley 162,009.4 1 54.7 23 Citi 123,727.4 2 46.8 39 Goldman Sachs & Co 142,471.9 2 48.1 34 Lehman Brothers 110,244.0 3 41.7 33 JPMorgan 131,888.5 3 44.5 30 JPMorgan 91,287.9 4 34.5 20 Citi 123,597.9 4 41.7 21 Credit Suisse 81,538.1 5 30.8 22 Lehman Brothers 102,372.0 5 34.6 13 Morgan Stanley 65,798.3 6 24.9 15 Credit Suisse 85,684.7 6 28.9 24 Merrill Lynch 60,138.5 7 22.7 24 Deutsche BankAG 79,198.1 7 26.8 10 Lazard 46,048.4 8 17.4 3 Centerview Partners LLC 64,094.7 8 21.7 2 Deutsche BankAG 28,074.4 9 10.6 7 Banc of America Securities LLC 57,884.5 9 19.6 18 Stephens Inc 26,901.5 10 10.2 1 Merrill Lynch 43,789.1 10 14.8 16

Subtotal with Financial Advisor 242,957.0 - 91.8 286 Subtotal with Financial Advisor 284,565.7 - 96.1 361 Subtotal without Financial Advisor 21,601.3 - 8.2 1,138 Subtotal without Financial Advisor 11,522.9 - 3.9 897

Industry Total 264,558.4 - 100.0 1,424 Industry Total 296,088.6 - 100.0 1,258

* tie * tie  includes net debt of target  includes net debt of target

Based on Value Target Located in Midwestern Region (IA,KS,MN,MO,NE,ND,SD) Excluding Equity Carveouts, Withdrawn Deals, and Open Market Repurchases

Financial RankValue Mkt. No. of Advisor in $ Mil Rank Share Deals Credit Suisse 16,594.7 1 31.5 9 Goldman Sachs & Co 10,129.8 2 19.2 7 Wachovia Corp 8,056.4 3 15.3 5 Greenhill & Co, LLC 6,958.4 4 13.2 2 Lazard 6,835.5 5 13.0 7 Lehman Brothers 6,588.5 6 12.5 3 Deutsche BankAG 6,452.7 7 12.2 6 Citi 5,893.4 8 11.2 7 JPMorgan 5,742.7 9 10.9 3 Merrill Lynch 5,039.7 10 9.6 8

Subtotal with Financial Advisor 44,761.6 - 84.9 119 Subtotal without Financial Advisor 7,975.5 - 15.1 437

Industry Total 52,737.1 - 100.0 556

* tie  includes net debt of target

Source: Thomson Financial’s M&A Database. Please contact Sandy Anglin, Thomson Financial, at 646-822-7334. The data was compiled as of December 17, 2007 | BUYOUTS YEARBOOK | 35 2007 LEGAL LEAGUE TABLES

U.S. ANNOUNCED LEGAL ADVISOR RANKINGS Based on Value Based on Number of Transactions Undisclosed Values and Disclosed Values up to and Undisclosed Values and Disclosed Values up to and Including $100 mil Including $100 mil Excluding Equity Carveouts, Withdrawn Deals, and Excluding Equity Carveouts, Withdrawn Deals, and Open Market Repurchases Open Market Repurchases

Legal RankValue Mkt. No. of Legal Mkt. No. of RankValue Advisor in $Mil Rank Share Deals Advisor Deals Rank Share in $Mil Skadden, Arps, Slate, Meagher & Flom 3,378.1 1 4.8 52 Jones Day 217 1 2.4 1,901.3 Shearman & Sterling LLP 3,138.3 2 4.4 13 DLA Piper 108 2 1.2 881.0 Fried Frank Harris Shriver & Jacobson LLP 2,683.4 3 3.8 13 Latham & Watkins 91 3 1.0 1,582.4 Jones Day 1,901.3 4 2.7 217 Kirkland & Ellis 86 4 1.0 612.3 Latham & Watkins 1,582.4 5 2.2 91 Dorsey & Whitney LLP 83 5 .9 706.3 Goodwin Procter LLP 1,124.7 6 1.6 69 Wilson Sonsini Goodrich & Rosati 82 6 .9 1,119.9 Wilson Sonsini Goodrich & Rosati 1,119.9 7 1.6 82 Bryan Cave LLP 78 7 .9 557.8 Hogan & Hartson 1,055.8 8 1.5 66 Goodwin Procter LLP 69 8 .8 1,124.7 Bingham McCutchen LLP 1,018.0 9 1.4 57 Hogan & Hartson 66 9 .7 1,055.8 Gibson Dunn & Crutcher 983.5 10 1.4 62 Gibson Dunn & Crutcher 62 10 .7 983.5

Subtotal with Legal Advisor 29,564.8 - 41.8 2,140 Subtotal with Legal Advisor 2,140 - 23.6 29,564.8 Subtotal without Legal Advisor 41,149.2 - 58.2 6,940 Subtotal without Legal Advisor 6,940 - 76.4 41,149.2

Industry Total 70,714.0 - 100.0 9,080 Industry Total 9,080 - 100.0 70,714.0

* tie * tie  includes net debt of target  includes net debt of target

Based on Value Based on Number of Transactions Undisclosed Values and Disclosed Values up to and Undisclosed Values and Disclosed Values up to and Including $500 mil Including $500 mil Excluding Equity Carveouts, Withdrawn Deals, and Excluding Equity Carveouts, Withdrawn Deals, and Open Market Repurchases Open Market Repurchases

Legal RankValue Mkt. No. of Legal Mkt. No. of RankValue Advisor in $Mil Rank Share Deals Advisor Deals Rank Share in $Mil Latham & Watkins 14,986.6 1 6.2 141 Jones Day 250 1 2.6 11,291.8 Skadden, Arps, Slate, Meagher & Flom 12,130.0 2 5.0 87 Latham & Watkins 141 2 1.4 14,986.6 Jones Day 11,291.8 3 4.6 250 DLA Piper 125 3 1.3 5,173.5 Dewey & LeBoeuf LLP 8,656.5 4 3.6 55 Kirkland & Ellis 107 4 1.1 5,364.7 Wilson Sonsini Goodrich & Rosati 6,831.0 5 2.8 105 Wilson Sonsini Goodrich & Rosati 105 5 1.1 6,831.0 Goodwin Procter LLP 6,084.2 6 2.5 89 Dorsey & Whitney LLP 92 6 .9 2,696.0 Gibson Dunn & Crutcher 5,769.2 7 2.4 79 Goodwin Procter LLP 89 7* .9 6,084.2 Simpson Thacher & Bartlett 5,625.9 8 2.3 28 Bryan Cave LLP 89 7* .9 2,864.2 Kirkland & Ellis 5,364.7 9 2.2 107 Skadden, Arps, Slate, Meagher & Flom 87 9 .9 12,130.0 DLA Piper 5,173.5 10 2.1 125 Gibson Dunn & Crutcher 79 10 .8 5,769.2

Subtotal with Legal Advisor 148,801.9 - 61.2 2,605 Subtotal with Legal Advisor 2,605 - 26.6 148,801.9 Subtotal without Legal Advisor 94,375.8 - 38.8 7,191 Subtotal without Legal Advisor 7,191 - 73.4 94,375.8

Industry Total 243,177.7 - 100.0 9,796 Industry Total 9,796 - 100.0 243,177.7

* tie * tie  includes net debt of target  includes net debt of target

Source: Thomson Financial’s M&A Database. Please contact Sandy Anglin, Thomson Financial, at 646-822-7334. The data was compiled as of December 17, 2007 36 | BUYOUTS YEARBOOK | 2007 LEGAL LEAGUE TABLES

U.S. ANNOUNCED LEGAL ADVISOR RANKINGS Based on Value Based on Number of Transactions Undisclosed Values and Disclosed Values up to and Undisclosed Values and Disclosed Values up to and Including $2 bil Including $2 bil Excluding Equity Carveouts, Withdrawn Deals, and Excluding Equity Carveouts, Withdrawn Deals, and Open Market Repurchases Open Market Repurchases

Legal RankValue Mkt. No. of Legal Mkt. No. of RankValue Advisor in $Mil Rank Share Deals Advisor Deals Rank Share in $Mil Latham & Watkins 73,200.6 1 12.3 189 Jones Day 275 1 2.7 40,622.6 Skadden, Arps, Slate, Meagher & Flom 61,844.6 2 10.4 130 Latham & Watkins 189 2 1.9 73,200.6 Dewey & LeBoeuf LLP 61,062.8 3 10.3 101 DLA Piper 131 3 1.3 10,797.5 Simpson Thacher & Bartlett 42,393.9 4 7.2 55 Skadden, Arps, Slate, Meagher & Flom 130 4 1.3 61,844.6 Sullivan & Cromwell 40,933.6 5 6.9 59 Kirkland & Ellis 124 5 1.2 23,265.6 Jones Day 40,622.6 6 6.9 275 Wilson Sonsini Goodrich & Rosati 113 6 1.1 13,066.1 Weil Gotshal & Manges 37,195.2 7 6.3 81 Dewey & LeBoeuf LLP 101 7 1.0 61,062.8 Wachtell Lipton Rosen & Katz 34,104.8 8 5.8 35 Gibson Dunn & Crutcher 98 8 1.0 27,091.5 Fried FrankHarris Shriver& Jacobson LLP 32,746.8 9 5.5 43 Goodwin Procter LLP 95 9 .9 14,250.6 Davis Polk & Wardwell 29,029.8 10 4.9 55 Dorsey & Whitney LLP 93 10* .9 3,421.0 Bryan Cave LLP 93 10* .9 7,684.3 Subtotal with Legal Advisor 459,692.2 - 77.5 2,893 Subtotal without Legal Advisor 133,394.1 - 22.5 7,233 Subtotal with Legal Advisor 2,893 - 28.6 459,692.2 Subtotal without Legal Advisor 7,233 - 71.4 133,394.1 Industry Total 593,086.3 - 100.0 10,126

* tie Industry Total 10,126 - 100.0 593,086.3  includes net debt of target * tie  includes net debt of target

Based on Value Based on Number of Transactions All Deal with Disclosed and Undisclosed Values All Deals with Disclosed and Undisclosed Values Excluding Equity Carveouts, Withdrawn Deals, and Excluding Equity Carveouts, Withdrawn Deals, and Open Market Repurchases Open Market Repurchases

Legal RankValue Mkt. No. of Legal Mkt. No. of RankValue Advisor in $Mil Rank Share Deals Advisor Deals Rank Share in $Mil Sullivan & Cromwell 285,530.0 1 18.2 94 Jones Day 286 1 2.8 107,575.8 Skadden, Arps, Slate, Meagher & Flom 275,283.9 2 17.5 167 Latham & Watkins 216 2 2.1 203,212.0 Simpson Thacher & Bartlett 273,404.8 3 17.4 84 Skadden, Arps, Slate, Meagher & Flom 167 3 1.6 275,283.9 Davis Polk & Wardwell 254,804.7 4 16.2 77 DLA Piper 134 4* 1.3 41,188.4 Dewey & LeBoeuf LLP 241,786.2 5 15.4 122 Kirkland & Ellis 134 4* 1.3 134,578.0 Wachtell Lipton Rosen & Katz 231,976.4 6 14.8 63 Dewey& LeBoeuf LLP 122 6 1.2 241,786.2 Latham & Watkins 203,212.0 7 13.0 216 Wilson Sonsini Goodrich & Rosati 118 7 1.2 29,361.9 Weil Gotshal & Manges 183,740.3 8 11.7 98 Gibson Dunn & Crutcher 110 8 1.1 161,646.4 Fried FrankHarris Shriver& Jacobson LLP171,258.8 9 10.9 61 Goodwin Procter LLP 100 9 1.0 41,586.5 SidleyAustin LLP 163,948.3 10 10.4 62 Weil Gotshal & Manges 98 10 1.0 183,740.3

Subtotal with Legal Advisor 1,390,258.2 - 88.6 3,036 Subtotal with Legal Advisor 3,036 - 29.5 1,390,258.2 Subtotal without Legal Advisor 179,535.6 - 11.4 7,243 Subtotal without Legal Advisor 7,243 - 70.5 179,535.6

Industry Total 1,569,793.8 - 100.0 10,279 Industry Total 10,279 - 100.0 1,569,793.8

* tie * tie  includes net debt of target  includes net debt of target

Source: Thomson Financial’s M&A Database. Please contact Sandy Anglin, Thomson Financial, at 646-822-7334. The data was compiled as of December 17, 2007 | BUYOUTS YEARBOOK | 37 2007 LEGAL LEAGUE TABLES

U.S. ANNOUNCED LEGAL ADVISOR RANKINGS Based on Value Based on Value TF Macro Industry = Industrials TF Macro Industry = Materials Excluding Equity Carveouts, Withdrawn Deals, and Excluding Equity Carveouts, Withdrawn Deals, and Open Market Repurchases Open Market Repurchases

Legal RankValue Mkt. No. of Legal RankValue Mkt. No. of Advisor in $Mil Rank Share Deals Advisor in $Mil Rank Share Deals Skadden, Arps, Slate, Meagher & Flom 30,983.5 1 22.8 18 Shearman & Sterling LLP 31,248.1 1 22.7 4 McDermott Will & Emery 23,234.0 2 17.1 9 Skadden, Arps, Slate, Meagher & Flom 30,731.7 2 22.3 13 Latham & Watkins 22,177.8 3 16.3 20 Fried FrankHarris Shriver& Jacobson LLP 30,189.5 3 21.9 5 Simpson Thacher & Bartlett 22,098.3 4 16.3 8 Osler Hoskin & Harcourt LLP 25,577.6 4 18.6 3 Allen & Overy 19,254.6 5 14.2 2 Wachtell Lipton Rosen & Katz 24,889.1 5 18.1 8 Cravath, Swaine & Moore 19,141.2 6 14.1 4 Sullivan & Cromwell 24,452.1 6 17.7 7 Osler Hoskin & Harcourt LLP 17,001.8 7 12.5 7 Weil Gotshal & Manges 22,601.9 7 16.4 9 Sullivan & Cromwell 15,789.8 8 11.6 8 Baker Botts LLP 21,766.5 8 15.8 5 Davis Polk & Wardwell 11,747.8 9 8.7 7 White & Case LLP 21,160.9 9 15.4 7 Shearman & Sterling LLP 11,544.7 10 8.5 5 Davies, Ward, Phillips, & Vineberg, LLP 19,810.9 10 14.4 2

Subtotal with Legal Advisor 118,005.8 - 86.9 348 Subtotal with Legal Advisor 127,185.1 - 92.3 228 Subtotal without Legal Advisor 17,811.1 - 13.1 802 Subtotal without Legal Advisor 10,656.4 - 7.7 568

Industry Total 135,816.9 - 100.0 1,150 Industry Total 137,841.5 - 100.0 796

* tie * tie  includes net debt of target  includes net debt of target

Based on Value Based on Value TF Macro Industry = Consumer Products and Services TF Macro Industry = Financials Excluding Equity Carveouts, Withdrawn Deals, and Excluding Equity Carveouts, Withdrawn Deals, and Open Market Repurchases Open Market Repurchases

Legal RankValue Mkt. No. of Legal RankValue Mkt. No. of Advisor in $Mil Rank Share Deals Advisor in $Mil Rank Share Deals Latham & Watkins 12,502.8 1 21.0 26 Wachtell Lipton Rosen & Katz 49,990.8 1 27.8 19 Simpson Thacher & Bartlett 11,379.9 2 19.2 10 Davis Polk & Wardwell 35,899.0 2 20.0 8 Davis Polk & Wardwell 11,275.9 3 19.0 6 Sullivan & Cromwell 33,352.7 3 18.6 20 Weil Gotshal & Manges 9,126.1 4 15.4 8 Dewey & LeBoeuf LLP 30,424.2 4 16.9 17 Debevoise & Plimpton 7,994.9 5 13.5 6 Debevoise & Plimpton 29,385.0 5 16.3 17 Dewey & LeBoeuf LLP 7,633.9 6 12.8 6 Simpson Thacher & Bartlett 28,947.3 6 16.1 11 Kirkland & Ellis 7,367.6 7 12.4 26 Cleary Gottlieb Steen & Hamilton 24,962.0 7 13.9 16 Skadden, Arps, Slate, Meagher & Flom 7,005.5 8 11.8 14 Vedder Price Kaufman & Kammholz 23,065.2 8 12.8 5 Covington & Burling 6,719.8 9 11.3 6 Skadden, Arps, Slate, Meagher & Flom 21,099.3 9 11.7 24 Pillsbury Winthrop Shaw Pitt LLP 6,488.8 10 10.9 3 Allen & Overy 21,055.0 10 11.7 2

Subtotal with Legal Advisor 50,580.5 - 85.1 356 Subtotal with Legal Advisor 162,238.8 - 90.2 359 Subtotal without Legal Advisor 8,855.4 - 14.9 844 Subtotal without Legal Advisor 17,544.8 - 9.8 881

Industry Total 59,435.9 - 100.0 1,200 Industry Total 179,783.5 - 100.0 1,240

* tie * tie  includes net debt of target  includes net debt of target

Source: Thomson Financial’s M&A Database. Please contact Sandy Anglin, Thomson Financial, at 646-822-7334. The data was compiled as of December 17, 2007 38 | BUYOUTS YEARBOOK | 2007 LEGAL LEAGUE TABLES

U.S. ANNOUNCED LEGAL ADVISOR RANKINGS Based on Value Based on Value TF Macro Industry = Health Care TF Macro Industry = High Tech Excluding Equity Carveouts, Withdrawn Deals, and Excluding Equity Carveouts, Withdrawn Deals, and Open Market Repurchases Open Market Repurchases

Legal RankValue Mkt. No. of Legal RankValue Mkt. No. of Advisor in $Mil Rank Share Deals Advisor in $Mil Rank Share Deals Dewey & LeBoeuf LLP 51,742.0 1 30.7 33 Sullivan & Cromwell 48,237.6 1 28.9 15 Latham & Watkins 41,272.1 2 24.5 30 SidleyAustin LLP 46,563.0 2 27.9 13 Sullivan & Cromwell 36,440.7 3 21.6 14 Jones Day 42,957.6 3 25.7 55 McDermott Will & Emery 27,607.7 4 16.4 16 Weil Gotshal & Manges 41,643.3 4 25.0 19 Freshfields Bruckhaus Deringer 26,967.9 5 16.0 6 Simpson Thacher & Bartlett 41,547.8 5 24.9 13 Davis Polk & Wardwell 25,702.3 6 15.2 11 Gibson Dunn & Crutcher 40,569.2 6 24.3 29 Allens Arthur Robinson 25,650.3 7* 15.2 1 Osler Hoskin & Harcourt LLP 39,475.1 7 23.7 7 Allen & Overy 25,650.3 7* 15.2 2 Paul Weiss Rifkind Wharton & Garrison LLP38,783.7 8 23.2 9 Kirkland & Ellis 21,765.7 9 12.9 16 Davis Polk & Wardwell 35,544.1 9 21.3 16 Simpson Thacher & Bartlett 20,504.1 10 12.2 11 Blake Cassels & Graydon 34,763.1 10 20.8 4

Subtotal with Legal Advisor 156,527.7 - 92.8 313 Subtotal with Legal Advisor 155,378.3 - 93.1 650 Subtotal without Legal Advisor 12,225.1 - 7.2 560 Subtotal without Legal Advisor 11,541.7 - 6.9 1,282

Industry Total 168,752.7 - 100.0 873 Industry Total 166,920.0 - 100.0 1,932

* tie * tie  includes net debt of target  includes net debt of target

Based on Value Based on Value TF Macro Industry = Media and Entertainment TF Macro Industry = Retail Excluding Equity Carveouts, Withdrawn Deals, and Excluding Equity Carveouts, Withdrawn Deals, and Open Market Repurchases Open Market Repurchases

Legal RankValue Mkt. No. of Legal RankValue Mkt. No. of Advisor in $Mil Rank Share Deals Advisor in $Mil Rank Share Deals Simpson Thacher & Bartlett 58,428.5 1 40.5 11 Wachtell Lipton Rosen & Katz 16,873.3 1 33.3 3 Blake Cassels & Graydon 41,179.2 2 28.6 5 Latham & Watkins 14,639.6 2 28.9 14 Sullivan & Cromwell 40,704.5 3 28.2 10 Simpson Thacher & Bartlett 11,684.9 3 23.1 4 Osler Hoskin & Harcourt LLP 40,212.1 4 27.9 3 Gibson Dunn & Crutcher 11,521.3 4 22.8 7 Skadden, Arps, Slate, Meagher & Flom 33,498.4 5 23.2 14 Debevoise & Plimpton 10,395.2 5 20.5 4 Wachtell Lipton Rosen & Katz 31,088.6 6 21.6 7 Fried FrankHarris Shriver& Jacobson LLP 9,324.8 6 18.4 4 Dewey & LeBoeuf LLP 30,518.2 7 21.2 5 Stikeman Elliott 8,500.0 7* 16.8 1 Blake Dawson 26,702.3 8 18.5 1 PricewaterhouseCoopers 8,500.0 7* 16.8 1 Gibson Dunn & Crutcher 24,525.3 9 17.0 9 Blake Cassels & Graydon 8,500.0 7* 16.8 1 Davis Polk & Wardwell 21,566.8 10 15.0 10 King & Spalding 7,003.5 10 13.8 2

Subtotal with Legal Advisor 130,831.4 - 90.7 212 Subtotal with Legal Advisor 35,211.3 - 69.5 126 Subtotal without Legal Advisor 13,421.3 - 9.3 707 Subtotal without Legal Advisor 15,432.0 - 30.5 360

Industry Total 144,252.7 - 100.0 919 Industry Total 50,643.3 - 100.0 486

* tie * tie  includes net debt of target  includes net debt of target

Source: Thomson Financial’s M&A Database. Please contact Sandy Anglin, Thomson Financial, at 646-822-7334. The data was compiled as of December 17, 2007 | BUYOUTS YEARBOOK | 39 2007 LEGAL LEAGUE TABLES

U.S. ANNOUNCED LEGAL ADVISOR RANKINGS Based on Value Based on Value TF Macro Industry = Telecom Target Located in Western Region Excluding Equity Carveouts, Withdrawn Deals, and (AK,CA,CO,HI,ID,MT,NV,OR,UT,WA,WY) Open Market Repurchases Excluding Equity Carveouts, Withdrawn Deals, and Open Market Repurchases Legal RankValue Mkt. No. of  Advisor in $Mil Rank Share Deals Legal RankValue Mkt. No. of Skadden, Arps, Slate, Meagher & Flom 47,568.1 1 67.2 7 Advisor in $Mil Rank Share Deals Weil Gotshal & Manges 41,646.4 2 58.8 5 Sullivan & Cromwell 90,207.5 1 30.9 26 Davis Polk & Wardwell 34,147.6 3 48.2 2 Wachtell Lipton Rosen & Katz 60,748.2 2 20.8 16 Cleary Gottlieb Steen & Hamilton 29,890.2 4 42.2 3 Weil Gotshal & Manges 58,453.7 3 20.0 23 Morrison & Foerster 29,438.7 5 41.6 5 Osler Hoskin & Harcourt LLP 57,994.0 4 19.9 7 Wachtell Lipton Rosen & Katz 29,287.7 6 41.3 2 Blake Cassels & Graydon 57,764.0 5 19.8 6 Akin, Gump, Strauss, Hauer & Feld 26,901.5 7 38.0 1 Simpson Thacher & Bartlett 57,042.0 6 19.5 10 Dewey & LeBoeuf LLP 11,038.0 8 15.6 5 Dewey & LeBoeuf LLP 52,543.5 7 18.0 29 Baker & McKenzie 10,096.6 9 14.3 3 Jones Day 49,512.3 8 17.0 72 Mayer Brown Rowe & Maw 8,074.2 10 11.4 3 Schulte Roth & Zabel LLP 48,745.1 9 16.7 2 Gibson Dunn & Crutcher 42,506.9 10 14.6 48 Subtotal with Legal Advisor 60,889.2 - 86.0 113 Subtotal without Legal Advisor 9,950.5 - 14.1 176 Subtotal with Legal Advisor 262,687.4 - 89.9 834 Subtotal without Legal Advisor 29,474.6 - 10.1 1,840 Industry Total 70,839.7 - 100.0 289

* tie Industry Total 292,162.0 - 100.0 2,674  includes net debt of target * tie  includes net debt of target

Based on Value Based on Value Target Located in Northeastern Region Target Located in Southeastern Region (CT,DC,DE,ME,MD,MA,NH,NJ,NY,PA,RI,VT) (AL,FL,GA,KY,MS,NC,SC,TN,VA) Excluding Equity Carveouts, Withdrawn Deals, and Excluding Equity Carveouts, Withdrawn Deals, and Open Market Repurchases Open Market Repurchases

Legal RankValue Mkt. No. of Legal RankValue Mkt. No. of Advisor in $Mil Rank Share Deals Advisor in $Mil Rank Share Deals Simpson Thacher & Bartlett 92,002.6 1 20.3 38 Wachtell Lipton Rosen & Katz 38,310.5 1 18.3 9 Latham & Watkins 89,643.8 2 19.7 67 Simpson Thacher & Bartlett 35,854.8 2 17.1 12 Dewey & LeBoeuf LLP 64,837.4 3 14.3 41 Sullivan & Cromwell 30,150.8 3 14.4 19 Skadden, Arps, Slate, Meagher & Flom 64,755.2 4 14.3 55 Davis Polk & Wardwell 24,162.3 4 11.5 11 Sullivan & Cromwell 63,848.8 5 14.1 31 Debevoise & Plimpton 23,069.6 5 11.0 17 Davis Polk & Wardwell 61,731.8 6 13.6 25 Skadden, Arps, Slate, Meagher & Flom 19,771.4 6 9.4 26 Allen & Overy 60,931.2 7 13.4 12 Latham & Watkins 19,395.8 7 9.3 29 McDermott Will & Emery 55,593.0 8 12.2 20 McGuireWoods LLP 17,875.9 8 8.5 6 Fried FrankHarris Shriver& Jacobson LLP 52,592.0 9 11.6 25 Fried FrankHarris Shriver& Jacobson LLP 17,185.0 9 8.2 11 Shearman & Sterling LLP 49,219.0 10 10.8 21 King & Spalding 16,908.3 10 8.1 20

Subtotal with Legal Advisor 401,205.9 - 88.3 904 Subtotal with Legal Advisor 174,669.3 - 83.3 502 Subtotal without Legal Advisor 53,238.0 - 11.7 1,989 Subtotal without Legal Advisor 35,109.6 - 16.7 1,349

Industry Total 454,443.8 - 100.0 2,893 Industry Total 209,778.9 - 100.0 1,851

* tie * tie  includes net debt of target  includes net debt of target

Source: Thomson Financial’s M&A Database. Please contact Sandy Anglin, Thomson Financial, at 646-822-7334. The data was compiled as of December 17, 2007 40 | BUYOUTS YEARBOOK | 2007 LEGAL LEAGUE TABLES

U.S. ANNOUNCED LEGAL ADVISOR RANKINGS Based on Value Based on Value Target Located in Southwestern Region Target Located in Mideastern Region (AZ,AR,LA,NM,OK,TX) (IL,IN,MI,OH,WV,WI) Excluding Equity Carveouts, Withdrawn Deals, and Excluding Equity Carveouts, Withdrawn Deals, and Open Market Repurchases Open Market Repurchases

Legal RankValue Mkt. No. of Legal RankValue Mkt. No. of Advisor in $Mil Rank Share Deals Advisor in $Mil Rank Share Deals Baker Botts LLP 110,258.8 1 41.7 22 SidleyAustin LLP 118,142.6 1 39.9 25 Skadden, Arps, Slate, Meagher & Flom 90,478.4 2 34.2 21 Gibson Dunn & Crutcher 78,710.9 2 26.6 14 Davis Polk & Wardwell 78,268.8 3 29.6 6 Hunton & Williams 62,970.2 3 21.3 6 Simpson Thacher & Bartlett 68,897.8 4 26.0 11 McCarthyTetrault 61,648.0 4 20.8 3 Fried Frank Harris Shriver & Jacobson LLP68,113.6 5 25.8 5 Davis Polk & Wardwell 53,181.6 5 18.0 13 Cravath, Swaine & Moore 65,768.7 6 24.9 9 Skadden, Arps, Slate, Meagher & Flom 52,696.5 6 17.8 22 Sullivan & Cromwell 63,654.8 7 24.1 10 Dewey & LeBoeuf LLP 41,940.8 7 14.2 14 Kirkland & Ellis 60,645.2 8 22.9 16 Wachtell Lipton Rosen & Katz 39,186.0 8 13.2 7 Dewey & LeBoeuf LLP 60,189.7 9 22.8 16 Shearman & Sterling LLP 32,066.3 9 10.8 7 Vinson & Elkins LLP 58,412.1 10 22.1 41 Kirkland & Ellis 31,378.4 10 10.6 32

Subtotal with Legal Advisor 236,619.2 - 89.4 390 Subtotal with Legal Advisor 274,824.9 - 92.8 396 Subtotal without Legal Advisor 27,939.1 - 10.6 1,034 Subtotal without Legal Advisor 21,263.7 - 7.2 862

Industry Total 264,558.4 - 100.0 1,424 Industry Total 296,088.6 - 100.0 1,258

* tie * tie  includes net debt of target  includes net debt of target

Based on Value Target Located in Midwestern Region (IA,KS,MN,MO,NE,ND,SD) Excluding Equity Carveouts, Withdrawn Deals, and Open Market Repurchases

Legal RankValue Mkt. No. of Advisor in $Mil Rank Share Deals Wachtell Lipton Rosen & Katz 12,608.6 1 23.9 3 Simpson Thacher & Bartlett 9,288.5 2 17.6 3 Skadden, Arps, Slate, Meagher & Flom 8,629.9 3 16.4 7 Covington & Burling 7,384.0 4 14.0 4 Cleary Gottlieb Steen & Hamilton 7,344.4 5 13.9 3 HengelerMueller 6,944.4 6 13.2 1 Sullivan & Cromwell 6,834.0 7 13.0 3 Dewey& LeBoeuf LLP 6,101.8 8 11.6 4 Shearman & Sterling LLP 5,632.4 9 10.7 5 Hogan & Hartson 5,601.5 10 10.6 4

Subtotal with Legal Advisor 40,251.6 - 76.3 147 Subtotal without Legal Advisor 12,485.6 - 23.7 409

Industry Total 52,737.1 - 100.0 556

* tie  includes net debt of target

Source: Thomson Financial’s M&A Database. Please contact Sandy Anglin, Thomson Financial, at 646-822-7334. The data was compiled as of December 17, 2007 Creating Firm Value With Creative Financing Solutions.

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