The Comprehensive Review of Mergers and Acquisitions in the Americas Region

The comprehensive review of mergers and acquisitions in the Americas region

FY 2019 Deal Drivers Americas

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Our market-leading applications, services, and expertise, powers the entire M&A lifecycle, helping companies worldwide close more deals, faster. Learn more at merrillcorp.com Mergermarket Deal Drivers Americas FY 2019 3 Contents Contents

The comprehensive Foreword 04 Life Sciences & Healthcare 48 Americas Heat Chart 05 Canada 54 review of mergers All Sectors 06 West 61 and acquisitions in Financial Services 18 Midwest 68 the Americas region Industrials, Manufacturing & Engineering 24 South 75 Energy, Mining, Oil & Gas 30 Northeast 82 throughout 2019. Consumer 36 Latin America 89 Technology, Media & Telecom 42 About Merrill DatasiteOne 97

mergermarket.com Mergermarket Deal Drivers Americas FY 2019 4 Foreword

Foreword

Welcome to the full-year 2019 edition of 2018 to US$87.4bn in 2019 on deal volumes These concerns, as well as rising tension Deal Drivers Americas, published by of 671 and 669 respectively. between the US and Iran, will remain on the Mergermarket in association with Merrill radar for dealmakers going into 2020, but In North America, the technology, media & DatasiteOne. The report provides a detailed steady economic growth, low interest rates telecom (TMT) and life sciences & healthcare review of M&A activity and trends across and unemployment, and strong stock markets industries were the standout areas for deal Mark Williams North and Latin America. should sustain M&A through the year ahead. activity. However, there was a steady stream of Chief Revenue Officer, The US presidential election in November M&A deal value in North America held steady transactions across all sectors through the year Americas, Merrill DatasiteOne could impact M&A as dealmakers hold off in 2019, delivering US$1.702trn worth of with the 20 largest deals in the region spread making big investments until the result is clear. deals across 6,493 transactions in 2019, only over defense, energy, services, chemicals, The outcome of the presidential poll will be fractionally down on the US$1.636trn of value financial services and leisure in addition to the closely observed in Canada and across Latin generated from 7,033 deals in 2018. two leading sectors. Latin America’s largest America, as it will influence US investment into deals were also divided among a variety of Despite the slight dip, 2019 was nevertheless these regions. sectors, including medical, financial services, the third best year for North American consumer, real estate and telecoms. Overall, however, strategics and PE firms have dealmaking since 2008. Both the Canadian cash at their disposal and the economic and US markets performed strongly through Private equity (PE) also had a solid year, fundamentals remain favorable, pointing to the year with the US market securing more rising to US$301.4bn from a decade high of another solid year for deals even though the than US$1.5trn worth of deals and Canadian US$300bn in 2018. Buyout volumes were geopolitical backdrop is still uncertain. deal value rising by almost a third on 2018 down from 2,117 deals in 2018 to 2,040 deals, levels to reach US$112.6bn for 2019. Such has but exit value rose from US$264.4bn in 2018 been the resilience of the North American to US$288.8bn in 2019. PE firms have been deal market that the region accounted for increasingly anxious about rising valuations, 66.9% of total global deal value and more but with record sums of dry powder at their than half of total global deal volume (52.6%) in disposal they will have to remain active. High 2019. In addition to steady domestic activity, valuations, however, will support further exits. transatlantic investment into the US climbed The sustained level of deal activity continued 50% to US$152.7bn in 2019, further illustrating through 2019 despite rising trade tensions the attractiveness of the region’s M&A markets between the US and China, a prolonged to overseas buyers. Latin America also had a period of uncertainty around the UK’s Brexit good year, as deal flow improved following a plans and a growing consensus that after series of elections across South America in a bull run, markets and the economy are 2018. Deal value climbed from US$74.9bn in approaching the top of the cycle.

mergermarket.com Mergermarket Deal Drivers Americas FY 2019 5 Heat Chart

Americas Heat Chart

Our forward-looking Heat Chart shows the Another sector that has seen a significant Heat Chart based on potential companies for sale distribution of “companies for sale” stories increase since 2H18 is financial services, moving on the Mergermarket intelligence tool across from 160 stories last year to 190 in 2H19. Sector West South Northeast LatAm Midwest Canada Total sectors and regions in 2H19. The data reveals Meanwhile, despite trailing all US regions, both Technology, Media 178 110 103 80 61 29 561 that the technology, media & telecom (TMT) & Telecom Latin American and Canadian companies for sector had the most acquisition targets in sale stories were up on the previous year. Latin Life Sciences & Healthcare 98 118 96 17 74 24 427 the second half of the year with 561 — with 178 America saw 356 compared to 285 in 2H18, Industrials, Manufacturing 82 101 55 37 68 17 360 of those in the West region. That area of the & Engineering while the US’s northern neighbor was up year US also had the highest concentration of all on year by 25 stories to 161. The strongest Consumer 60 44 44 44 26 11 229 companies for sale at 596. sector for Canada was energy, mining, oil & Business Services 53 47 42 33 26 9 210 Indeed, TMT has by the far the most stories gas which saw a year-on-year increase of 10 Energy, Mining, Oil & Gas 36 40 17 52 16 33 194 of potential sales, even outside of Silicon potential sales to move up to 30. Financial Services 40 35 51 31 18 15 190 Valley and its confines. There were 103 in the One sector which is experiencing some Leisure 23 17 14 13 7 5 79 Northeast and 110 in the South as well as 80 weakness is consumer. Changing buyer reports from Latin America. The burgeoning Real Estate 7 4 9 10 3 7 40 habits, a raft of big-name bankruptcies and fintech industry in Brazil and beyond has Agriculture 8 2 4 10 4 8 36 restructurings coupled with the continued helped to boost these potential sales. strength of clicks over bricks has seen stories Transportation 3 8 4 16 3 1 35 Life sciences & healthcare is the second fall from 347 in 2H18 to 229 this year. This is Construction 3 5 2 13 1 2 26 highest sector with 427 stories in 2H19 — the likely to continue, although there are those Defense 5 9 4 1 19 that feel that distressed opportunities could US South and Northeast have provided Government 1 1 over half these stories. Across all regions, the boost the market, bringing further private biotech sector has been particularly active as equity money into the sector. Total 596 541 445 356 308 161 2407 companies compete with generics and seek products to fill their pipeline. Hot Warm Cold

140 80 20

120 60 10

100 40 1

Criteria of Heat Chart: Mergermarket’s sector Heat Chart is based on companies tagged as potential targets from 07/17/2019 to 01/16/2020. mergermarket.com Mergermarket Deal Drivers Americas FY 2019 6 All Sectors

Part of the Acuris report on global M&A activity

All Sectors

mergermarket.com Mergermarket Deal Drivers Americas FY 2019 7 All Sectors

All Sectors Overview

North America’s deal market recorded steady led by Hellman & Friedman and Blackstone, Private equity power figures in 2019, consolidating the 15% growth also drove TMT dealmaking. PE deal activity continued apace after reaching in deal value in 2018. Deal value for North a ten-year high of more than US$300bn Energy boost American M&A came in at US$$1.702trn across in 2018. Buyout activity for 2019 edged In the EMOG sector, the reshaping of 6,493 deals in 2019, only fractionally down higher to US$301.4bn from this peak, but Canada’s gold industry with deals including on the US$1.636trn of deal value generated still represented the second highest year on the US$12.6bn tie-up between Newmont and from 7,033 transactions in 2018, according to record this decade. Buyout volumes moved in a Goldcorp, and megadeals in the US oil and Mergermarket data. similar direction, sliding from 2,117 deals in 2018 gas market, led by Occidental’s US$54.3bn to 2,040 deals. Exit value, however, climbed Despite escalating global trade tensions, which acquisition of Anadarko Petroleum, were from $264.5bn in 2018 to US$288.8bn in 2019 the IMF has forecast will reduce global growth highlights for the 2019 M&A year. However, as firms took advantage of the strong deal to its slowest pace since the 2008 financial a soft oil price and delays to pipeline market to sell assets at attractive valuations. crisis, deal activity has sustained the high levels construction in Canada meant that deal of previous years thanks to low interest rates value for 2019 was down on the US$387.4bn and steady stock market and GDP growth in worth of deals recorded for the sector in 2018. the US and Canada during the last 12 months. Healthy returns, consumer woes Tech the lead Deal value for the life sciences & healthcare The technology, media & telecom (TMT) sector more than doubled the 2018 total of sector accounted for the largest share of deal US$120.7bn. Consolidation among the drug value with transactions worth US$300.5bn, majors, who turned to M&A to replenish drug closely followed by life sciences & healthcare pipelines or pivot into fast-growing verticals, (US$265.7bn) and energy, mining, oil & gas was the primary driver of activity, with deals (EMOG) with US$234.2bn. such as the US$87.7bn tie-up between Celgene and Bristol-Myers Squibb and Pfizer In the TMT sector, the race for scale in the buying Array BioPharma for US$10.7bn. rapidly consolidating payments space sparked deals including Global Payment’s acquisition On the other hand, the consumer sector, of Total System Services for US$25.7bn and weighed down by the ongoing struggles PayPal’s US$4bn takeover of coupon software facing bricks-and-mortar retailers, saw start-up Honey Science Corporation. Deals in deal value fall from US$125.6bn in 2018 to the fast-growing software-as-a-service space, US$79.5bn in 2019. Real estate deal value such as the US$11.7bn purchase of Ultimate was also down, falling to US$63.2bn from Software Group by a private equity consortium a ten-year high of US$84.2bn in 2018.

mergermarket.com Mergermarket Deal Drivers Americas FY 2019 8 All Sectors

Top deals

Top 20 Announced Deals for Full Year Ending 31 December 2019 — North American Targets All Sectors

Announced Status Bidder Company Target Company Sector Vendor Company Deal Value Date (US$m)

9-Jun-19 P United Technologies Corporation Raytheon Company Defense 88,905

3-Jan-19 C Bristol-Myers Squibb Company Celgene Corporation Life Sciences & Healthcare 87,761

9-May-19 C Occidental Petroleum Corporation Anadarko Petroleum Corporation Energy, Mining, Oil & Gas 54,388

12-Apr-19 L Chevron Corporation Anadarko Petroleum Corporation Energy, Mining, Oil & Gas 47,747

18-Mar-19 C Fidelity National Information Services Inc Worldpay Inc Business Services 42,584

8-Mar-19 C DuPont de Nemours Inc (Shareholders) Dow Inc Industrials & Chemicals DuPont de Nemours Inc 41,272

16-Jan-19 C Fiserv Inc First Data Corporation Business Services Kohlberg Kravis Roberts & Co LP 38,448

25-Nov-19 P The Charles Schwab Corporation TD Ameritrade Holding Corp Financial Services TD Bank Group 28,978

7-Feb-19 C Truist Financial Corp SunTrust Banks Inc Financial Services 28,085

1-Aug-19 P London Stock Exchange Group Plc Refinitiv Business Services Refinitiv Holdings 27,000

15-Dec-19 P International Flavors & Fragrances Inc DuPont Nutrition & Biosciences Industrials, Manufacturing & Engineering DuPont de Nemours Inc 26,200

28-May-19 C Global Payments Inc Total System Services Inc Technology, Media & Telecom 25,719

29-Jul-19 P Mylan NV Pfizer Inc (Upjohn Business) Life Sciences & Healthcare Pfizer Inc 24,623

7-May-19 C DuPont de Nemours Inc (Shareholders) Corteva Inc Industrials, Manufacturing & Engineering DuPont de Nemours Inc 21,928

25-Feb-19 P Danaher Corporation GE Healthcare Life Sciences (Biopharma business) Life Sciences & Healthcare GE Healthcare Life Sciences 21,400

13-Aug-19 C CBS Corporation ViacomCBS Inc Technology, Media & Telecom 19,944

25-Nov-19 P LVMH Moet Hennessy Louis—Vuitton SE Tiffany & Co Consumer 16,640

24-Jun-19 P Eldorado Resorts Inc Caesars Entertainment Corporation Leisure 16,087

27-Mar-19 C Centene Corporation WellCare Health Plans Inc Financial Services 15,362

10-Jun-19 C Salesforce.com Inc Tableau Software Inc Technology, Media & Telecom 15,027

C= Completed; P= Pending; L= Lapsed

mergermarket.com Mergermarket Deal Drivers Americas FY 2019 9 All Sectors

Mix of deals by geographic region Mix of deals by geographic region Value Deal Count

Based on announced deals, excluding those that lapsed Based on announced deals, excluding those that lapsed or were withdrawn. Geographic region is determined with or were withdrawn. Geographic region is determined with reference to the dominant location of the target. reference to the dominant location of the target.

6.2% 3.8%

10.9% 15.2%

1.4%

0.9%

1.5% 4.5% 47.3%

2.1%

12.2% 4.7% 62.3%

4.6%

17.1%

5.4%

USA Canada Western Europe USA Canada Western Europe Northern Europe Central & Eastern Europe Southern Europe Northern Europe Central & Eastern Europe Southern Europe

Asia-Pacific RoW Asia-Pacific RoW

mergermarket.com mergermarket.com Mergermarket industry of the target. in the US &Canada. Industry sector is based onthe dominant were withdrawn, where the dominant location of the target is Based onannounced deals, excluding those that lapsed or Value Mix of deals by industry sector Value (US$bn) 300 200 250 100 150 50 0 201.5 US$ Industrials, Manufacturing & Engineering 189.9 US$ Financial Services 180.3 US$ Business Services US$ 79.5 Consumer Deal Drivers Americas 234.2 US$ Energy, Mining, Oil & Gas 300.5 US$ Technology, Media & Telecom US$ 44.1 Leisure US$ 29.5 Transportation 265.7 US$ Life Sciences & Healthcare All Sectors FY 2019 US$ 10.5 Construction US$ 63.2 Real Estate US$ Defense 90 US$ Agriculture 4.7 industry of the target. in the US &Canada. Industry sector is based onthe dominant were withdrawn, where the dominant location of the target is Based onannounced deals, excluding those that lapsed or Count Deal Mix of deals by industry sector Number of deals 1,000 1,500 1,250 500 250 750 0 1,074 Industrials, Manufacturing & Engineering 578 Financial Services 937 Business Services 524 Consumer 436 Energy, Mining, Oil & Gas 1,527 Technology, Media & Telecom

Leisure 194

Transportation 176

Life Sciences & Healthcare 715 208 Construction

Real Estate 44

Defense 24

Agriculture 56 10 Mergermarket Deal Drivers Americas FY 2019 11 All Sectors

Buyouts Exits

Based on announced deals, excluding those that lapsed Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the or were withdrawn, where the dominant location of the target is in the US & Canada. target is in the US & Canada.

325,000 2,250 300,000 1,400

300,000 2,000

275,000 1,200 250,000

250,000 1,750 1,000 225,000 1,500 200,000

200,000 800 1,250 Volume 175,000 Volume US$ 150,000 US$ US$ 298,061 US$ US$ 284,852 288,841 150,000 300,269 301,460 1,000 US$ Value (US$m) Value Value (US$m) Value US$ 264,488 600 US$ 255,188 US$ 125,000 US$ 255,562 242,387 246,167 US$ 750 100,000 100,000 212,378 US$ 194,764 US$ 400 US$ 163,747 169,759 75,000 500

50,000 50,000 200 250 25,000

0 0 0 0 2013 2014 2015 2016 2017 2018 2019 2013 2014 2015 2016 2017 2018 2019

Value Deal Count Value Deal Count

mergermarket.com mergermarket.com Mergermarket and bidder and excludes all buyouts. Based ondominant location of target Value Transatlantic deals Value (US$m) 100,000 140,000 120,000 60,000 40,000 80,000 20,000 Total American/European North deals AmericanNorth bidderacquiring a European target European bidderacquiring American aNorth target 0 Q1 Q2 2013 Q3 Q4 Q1 Q2 2014 Q3 Q4 Deal Drivers Americas Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 Q2 2017 Q3 All Sectors FY 2019 Q4 Q1 Q2 2018 Q3 Q4 Q1 Q2 2019 Q3 Q4 and bidder and excludes all buyouts. Based ondominant location of target Count Deal Transatlantic deals Number of deals 300 200 Total American/European North deals AmericanNorth bidderacquiring a European target European bidderacquiring American aNorth target 350 250 100 150 50 0 Q1 Q2 2013 Q3 Q4 Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 Q2 2017 Q3 Q4 Q1 Q2 2018 Q3 Q4 Q1 Q2 2019 Q3 Q4 12 Mergermarket Deal Drivers Americas FY 2019 13 All Sectors

M&A split by deal size M&A split by deal size Value Deal Count

2,000 7,500 47 7,000 78 37 1,800 323 54 75 6,500 44 295 74 31 63 325 276 95 69 77 226 232 1,600 6,000 270 270 261 251 219 264 5,500 1,400 2,345 US$ 1,736 1,107.6 US$ 5,000 17 696.5 2,274 US$ US$ 40 US$ 943.5 192 1,200 536.1 4,500 2,091 725.5 US$ 180 2,270 585.5 2,546 4,000 1,000 3,500

Value (US$bn) Value 1,968 US$ US$ US$ deals of Number 800 337 291.1 281.1 3,000 US$ US$ 251.9 US$ 317.3 US$ 2,500 261.6 249.3 600 US$ 4,121 170.1 2,000 3,945 US$ US$ 3,637 350.3 3,439 US$ 374 3,228 US$ 2,934 400 US$ US$ 340.2 US$ 1,500 283 272.6 298.8 242.7 2,309 US$ US$ 1,000 US$ 115.4 US$ US$ US$ 200 91.6 122.5 US$ 86.9 86.8 103.8 90.7 US$ 500 US$ US$ US$ US$ US$ 191.4 161.6 US$ 141.9 140.8 133.9 153.1 120.2 0 0 2013 2014 2015 2016 2017 2018 2019 2013 2014 2015 2016 2017 2018 2019

$5m - $250m $251m - $500m $501m - $2,000m Value not disclosed $5m - $250m $251m - $500m $2,001m - $5,000m > $5,001m $501m - $2,000m $2,001m - $5,000m > $5,001m

mergermarket.com Mergermarket Deal Drivers Americas FY 2019 14 All Sectors

Quarterly M&A activity Quarterly M&A activity Value Deal Count

550,000 1,800

500,000 1,600

450,000 1,400

400,000

1,200 350,000

300,000 1,000

Value (US$m) Value 250,000

Number of deals of Number 800

200,000 600

150,000

400 100,000

200 50,000

0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2013 2014 2015 2016 2017 2018 2019 2013 2014 2015 2016 2017 2018 2019

Deal Value Moving average trend line Deal Count Moving average trend line

mergermarket.com Mergermarket Deal Drivers Americas FY 2019 15 All Sectors

League tables

Financial advisors by value Financial advisors by deal count

2019 2018 Company Name Value Number 2019 2018 Company Name Value Number (USD m) of Deals (USD m) of Deals

1 1 Goldman Sachs & Co 954,976 243 1 1 Goldman Sachs & Co 954,976 243

2 3 JPMorgan 785,805 199 2 2 JPMorgan 785,805 199

3 2 Morgan Stanley 724,614 175 3 3 Houlihan Lokey 23,752 180

4 7 Evercore 591,834 126 4 4 Morgan Stanley 724,614 175

5 5 Citi 519,091 143 5 8 Jefferies 193,871 163

6 6 Bank of America 453,992 145 6 10 Bank of America 453,992 145

7 8 Credit Suisse 340,699 115 7 6 Barclays 261,210 144

8 4 Barclays 261,210 144 8 5 Citi 519,091 143

9 13 RBC Capital Markets 216,700 103 9 12 Lazard 140,044 128

10 12 PJT Partners 211,003 36 10 7 Evercore 591,834 126

2019 2018 Company Name Value Number 2019 2018 Company Name Value Number (USD m) of Deals (USD m) of Deals

1 4 Wachtell, Lipton, Rosen & Katz 590,664 69 1 1 Kirkland & Ellis 484,277 614

2 7 Sullivan & Cromwell 488,440 135 2 3 DLA Piper 35,521 381

3 10 Kirkland & Ellis 484,277 614 3 5 Latham & Watkins 308,838 349

4 5 Davis Polk & Wardwell 455,695 111 4 4 Goodwin Procter 41,065 278

5 3 Simpson Thacher & Bartlett 385,077 137 5 2 Jones Day 186,641 260

6 1 Skadden Arps Slate Meagher & Flom 377,479 175 6 6 Cooley 57,385 205

7 2 Cleary Gottlieb Steen & Hamilton 351,339 83 7 19 Ropes & Gray 67,508 179

8 6 Latham & Watkins 308,838 349 8 10 Skadden Arps Slate Meagher & Flom 377,479 175

9 24 Shearman & Sterling 304,135 95 9 7 Weil Gotshal & Manges 281,626 175

10 13 Weil Gotshal & Manges 281,626 175 10 23 Wilson Sonsini Goodrich & Rosati 55,689 166

The legal advisor league tables by value and volume have been run from 01/01/2019 to 12/31/2019 and include lapsed and withdrawn deals. The tables are based on advice to a North American (US & Canada) bidder, target or vendor and cover all sectors. mergermarket.com Mergermarket Deal Drivers Americas FY 2019 16 All Sectors

League tables

Financial advisors by value — mid-market (US$5m – US$250m) Financial advisors by deal count — mid-market (US$5m – US$250m)

2019 2018 Company Name Value Number 2019 2018 Company Name Value Number (USD m) of Deals (USD m) of Deals

1 1 Houlihan Lokey 4,696 45 1 5 Stifel/KBW 3,542 46

2 5 Goldman Sachs & Co 4,051 28 2 1 Houlihan Lokey 4,696 45

3 27 Bank of America 3,820 26 3 2 Raymond James 3,462 39

4 11 Stifel/KBW 3,542 46 4 4 Sandler O'Neill & Partners 2,973 35

5 21 Lazard 3,521 27 5 3 Piper Sandler Companies 3,226 32

6 10 JPMorgan 3,485 23 6 21 PwC 2,444 30

7 4 Raymond James 3,462 39 7 13 Goldman Sachs & Co 4,051 28

8 32 Barclays 3,246 19 8 8 Deloitte 2,243 28

9 2 Piper Sandler Companies 3,226 32 9 29 Lazard 3,521 27

10 7 Jefferies 3,170 24 10 6 Canaccord Genuity Group 1,837 27

The financial advisor mid-market league tables by value and volume have been run from 01/01/2019 to 12/31/2019 and exclude lapsed and withdrawn deals. The tables are based on advice to a North American (US & Canada) bidder, target or vendor and cover all sectors. Legal advisors by value — mid-market (US$5m – US$250m) Legal advisors by deal count — mid-market (US$5m – US$250m)

2019 2018 Company Name Value Number 2019 2018 Company Name Value Number (USD m) of Deals (USD m) of Deals

1 5 Latham & Watkins 8,860 87 1 3 DLA Piper 7,447 102

2 1 Kirkland & Ellis 8,415 84 2 1 Goodwin Procter 6,732 101

3 15 Wilson Sonsini Goodrich & Rosati 8,307 90 3 10 Wilson Sonsini Goodrich & Rosati 8,307 90

4 4 DLA Piper 7,447 102 4 6 Latham & Watkins 8,860 87

5 6 Cooley 7,251 78 5 4 Kirkland & Ellis 8,415 84

6 2 Goodwin Procter 6,732 101 6 5 Cooley 7,251 78

7 3 Jones Day 4,580 55 7 7 Orrick Herrington & Sutcliffe 3,517 70

8 12 Weil Gotshal & Manges 4,235 37 8 2 Jones Day 4,580 55

9 9 Orrick Herrington & Sutcliffe 3,517 70 9 52 Fasken Martineau Dumoulin 2,257 41

10 18 Skadden Arps Slate Meagher & Flom 3,462 32 10 32 Weil Gotshal & Manges 4,235 37

The legal advisor mid-market league tables by value and volume have been run from 01/01/2019 to 12/31/2019 and include lapsed and withdrawn deals. The tables are based on advice to a North American (US & Canada) bidder, target or vendor and cover all sectors. mergermarket.com Mergermarket Deal Drivers Americas FY 2019 17 All Sectors

League tables

PR advisors by value PR advisors by deal count

2019 2018 Company Name Value Number 2019 2018 Company Name Value Number (USD m) of Deals (USD m) of Deals

1 2 Joele Frank Wilkinson Brimmer Katcher 523,724 177 1 1 Sard Verbinnen & Co 508,866 225

2 1 Sard Verbinnen & Co 508,866 225 2 2 Kekst CNC (Publicis) 282,422 184

3 6 Kekst CNC (Publicis) 282,422 184 3 3 Joele Frank Wilkinson Brimmer Katcher 523,724 177

4 3 Brunswick Group 237,768 72 4 8 Finsbury Hering Schuppener GPG 180,323 116

5 5 Abernathy MacGregor Group (AMO) 198,039 75 5 156 Lambert & Co 7,847 84

6 4 Finsbury Hering Schuppener GPG 180,323 116 6 6 Abernathy MacGregor Group (AMO) 198,039 75

7 11 Maitland (AMO) 111,961 37 7 4 Brunswick Group 237,768 72

8 10 Edelman 68,023 50 8 5 FTI Consulting 56,496 70

9 7 FTI Consulting 56,496 70 9 18 Stanton Public Relations & Marketing 22,955 59

10 8 Gladstone Place Partners 53,745 15 10 15 Chris Tofalli Public Relations 3,078 55

The PR advisor league tables by value and volume have been run from 01/01/2019 to 12/31/2019 and exclude lapsed and withdrawn deals. The tables are based on advice to a North American (US & Canada) bidder, target or vendor and cover all sectors. PR advisors by value — mid-market (US$5m – US$250m) PR advisors by deal count — mid-market (US$5m – US$250m)

2019 2018 Company Name Value Number 2019 2018 Company Name Value Number (USD m) of Deals (USD m) of Deals

1 1 Sard Verbinnen & Co 5,586 45 1 4 Sard Verbinnen & Co 5,586 45

2 8 Joele Frank Wilkinson Brimmer Katcher 3,818 37 2 7 Joele Frank Wilkinson Brimmer Katcher 3,818 37

3 2 Kekst CNC (Publicis) 2,083 17 3 1 ICR 945 22

4 4 Edelman 1,960 16 4 3 FTI Consulting 1,246 20

5 15 Finsbury Hering Schuppener GPG 1,522 14 5 5 Kekst CNC (Publicis) 2,083 17

6 5 Brunswick Group 1,422 12 6 2 Edelman 1,960 16

7 9 Maitland (AMO) 1,379 14 7 11 Finsbury Hering Schuppener GPG 1,522 14

8 3 FTI Consulting 1,246 20 8 12 Maitland (AMO) 1,379 14

9 44 Gagnier Communications 1,082 9 9 6 Brunswick Group 1,422 12

10 6 ICR 945 22 10 21 Instinctif Partners 911 10

The PR advisor mid-market league tables by value and volume have been run from 01/01/2019 to 12/31/2019 and exclude lapsed and withdrawn deals. The tables are based on advice to a North American (US & Canada) bidder, target or vendor and cover all sectors. mergermarket.com Mergermarket Deal Drivers Americas FY 2019 18 Financial Services

Part of the Acuris report on global M&A activity

Financial Services

mergermarket.com Mergermarket Deal Drivers Americas FY 2019 19 Financial Services

Financial Services Overview

Financial services deal value in North America commission fees for trading, cut costs and their rivals and take advantage of a friendlier more than doubled in 2019, climbing from just expand client bases in order to navigate regulatory backdrop. As strategic buyers return under US$90bn in 2018 to US$189.8bn as deal shrinking margins. The Schwab/Ameritrade to the market, PE firms will continue to look volumes held steady, shifting slightly upwards deal will allow both groups to reduce operating for opportunities to sell on financial assets from 564 deals to 578 deals. costs, streamline overlapping back office acquired in the aftermath of the credit crunch. operations, distribute new products to a larger Deal drivers client base and invest in improving shared Consolidation across the banking, asset client platforms. management, broking and insurance industries has led to a series of tie-ups Private equity progress between incumbent operators who have Aside from large consolidation plays, another turned to M&A to build scale, bring down theme in financial services has been the rise costs and increase customer bases in the of PE. Pre-crisis, buyout firms tended to steer face of ongoing disruption from fast-growing clear of the highly regulated and closed-off fintech companies and new entrants. financial services space, but since the financial crisis, PE buyers have been more active, The two largest deals in the sector — the purchasing non-core assets from financial US$28.1bn merger deal between BB&T and institutions focusing on core business, and SunTrust Banks and investment manager Charles taking advantage of the hiatus of strategic Schwab’s purchase of rival TD Ameritrade for a buyers from the market. similar sum — were both scale plays. Exits of buyout investments made in the post- The BB&T and SunTrust all-stock deal formed crisis vintage were among the largest financial the sixth-largest US bank and saw both parties services deals of the year. Apax Partners sold take advantage of a lighter-touch regulatory Assured Partners to GTCR for US$5.1bn, KKR, environment under the Trump administration. Axa XL and Stone Point Capital passed on The deal is the largest bank merger since the Privilege Underwriters to HCC Insurance in a financial crisis and would have been difficult US$3.1bn sale and EQT sold DirectChassisLink to execute before post-crisis rules restricting in a US$2.5bn secondary buyout to Apollo. bank M&A were softened by the White House. The year ahead The Charles Schwab swoop for TD Ameritrade, Looking ahead to 2020, the BB&T and Charles meanwhile, comes as asset managers regroup Schwab deals are likely to set the tone for following a period of disruption by fintech their competitors, who will be looking to make robo-advisory platforms. Scale has become similar strategic moves to keep pace with all important as brokers have had to drop mergermarket.com Mergermarket Deal Drivers Americas FY 2019 20 Financial Services

Top deals

Top 15 Announced Deals for Full Year Ending 31 December 2019 — North American Targets Financial Services Sector

Announced Status Bidder Company Target Company Vendor Company Deal Value Date (US$m)

25-Nov-19 P The Charles Schwab Corporation TD Ameritrade Holding Corp TD Bank Group 28,978

7-Feb-19 C Truist Financial Corp SunTrust Banks Inc 28,085

27-Mar-19 C Centene Corporation WellCare Health Plans Inc 15,362

13-Mar-19 C Brookfield Asset Management Inc Oaktree Capital Group LLC (61.16% stake) 9,635

9-Sep-19 C Tokyo Century Corporation Aviation Capital Group LLC (75.5% stake) Pacific Life Insurance Company 9,609

6-Nov-19 P Consortium consisting of Marubeni Corp and Mizuho Leasing Company Aircastle Limited (71.73% stake) 6,672

18-Dec-19 P New York Life Insurance Company Cigna Corp (Non-medical insurance products business) Cigna Corporation 6,300

13-Dec-19 P Power Corporation of Canada Power Financial Corporation (35.9% stake) 6,064

21-Feb-19 C GTCR LLC AssuredPartners Inc Apax Partners LLP 5,100

4-Nov-19 P First Horizon National Corporation IBERIABANK Corporation 3,937

28-Jan-19 C Chemical Financial Corporation TCF Financial Corporation 3,536

3-Oct-19 P HCC Insurance Holdings Inc Privilege Underwriters Inc Kohlberg Kravis Roberts & Co LP; AXA XL; and Stone Point Capital LLC 3,100

9-Dec-19 P Independent Bank Group Inc Texas Capital Bancshares Inc 3,075

12-Sep-19 P Blackstone Group LP Promontory Interfinancial Network The Bank of New York Mellon Corporation; and Eugene A. Ludwig (Private investor) 2,500

7-Mar-19 C Apollo Global Management LLC Direct ChassisLink Inc (80% stake) EQT Partners AB 2,500

C= Completed; P= Pending; L= Lapsed

mergermarket.com mergermarket.com Mergermarket Value M&A splitby deal size Value (US$bn) 200 220 100 160 140 180 120 60 40 80 20 $2,001m -$5,000m $5m -$250m 0 2013 US$ US$ US$ US$ 26.4 10.9 14.4 19.1 US$ 6.3 2014 20.5 US$ US$ US$ US$ 25.4 19.3 8.7 Deal Drivers Americas > $5,001m $251m -$500m 144.4 2015 US$ US$ US$ US$ 14.6 31.4 19.2 US$ 6.8 2016 US$ US$ US$ US$ US$ 38.9 10.6 13.9 14.1 10 $501m -$2,000m 2017 80.8 US$ US$ US$ US$ US$ 33.8 20.1 19.1 9.8 Financial Services FY 2019 2018 US$ US$ US$ US$ 37.4 27.2 14.3 11.1 2019 110.7 30.8 US$ US$ US$ US$ 28.4 12.3 US$ 7.6 Deal Count M&A splitby deal size Number of deals 600 400 500 300 200 100 $501m -$2,000m Value not disclosed 0 2013 186 212 14 14 1 3 2014 265 211 19 16 5 $2,001m -$5,000m $5m -$250m 2015 255 275 16 19 8 8 2016 220 257 28 14 12 1 > $5,001m $251m -$500m 2017 239 246 32 24 3 6 2018 262 234 32 28 8 2019 336 180 26 19 8 9 21 Mergermarket Deal Drivers Americas FY 2019 22 Financial Services

Quarterly M&A activity Quarterly M&A activity Value Deal Count

100,000 180

90,000 160

80,000 140

70,000 120

60,000 100

50,000 Value (US$m) Value

Number of deals of Number 80 40,000

60 30,000

40 20,000

10,000 20

Deal Value Moving average trend line Deal Count Moving average trend line

mergermarket.com Mergermarket Deal Drivers Americas FY 2019 23 Financial Services

League tables

Financial advisors by value Financial advisors by deal count

2019 2018 Company Name Value Number 2019 2018 Company Name Value Number (USD m) of Deals (USD m) of Deals

1 2 Goldman Sachs & Co 76,656 27 1 1 Sandler O'Neill & Partners 48,862 60

2 1 JPMorgan 67,527 21 2 2 Stifel/KBW 20,516 46

3 4 Sandler O'Neill & Partners 48,862 60 3 4 Raymond James 4,967 30

4 15 Credit Suisse 41,723 8 4 3 Goldman Sachs & Co 76,656 27

5 35 RBC Capital Markets 39,735 16 5 5 JPMorgan 67,527 21

6 127 SunTrust Robinson Humphrey Capital Markets 30,385 5 6 6 Janney Montgomery Scott 525 18

7 41 PJT Partners 29,053 3 7 22 RBC Capital Markets 39,735 16

8 22 TD Securities 28,978 1 8 17 Morgan Stanley 28,702 16

9 10 Morgan Stanley 28,702 16 9 16 Evercore 24,857 16

10 6 Barclays 28,247 12 10 26 Boenning & Scattergood 1,714 16

The financial advisor league tables by value and volume have been run from 01/01/2019 to 12/31/2019 and exclude lapsed and withdrawn deals. The tables are based on advice to a North American (US & Canada) bidder, target or vendor and are based on the following sector: Financial Services. Legal advisors by value Legal advisors by deal count

2019 2018 Company Name Value Number 2019 2018 Company Name Value Number (USD m) of Deals (USD m) of Deals

1 4 Wachtell, Lipton, Rosen & Katz 76,302 18 1 4 Kirkland & Ellis 28,230 43

2 1 Simpson Thacher & Bartlett 62,989 27 2 2 Simpson Thacher & Bartlett 62,989 27

3 2 Sullivan & Cromwell 59,708 21 3 5 Skadden Arps Slate Meagher & Flom 32,032 27

4 8 Davis Polk & Wardwell 47,700 10 4 6 Alston & Bird 31,754 24

5 3 Skadden Arps Slate Meagher & Flom 32,032 27 5 20 Debevoise & Plimpton 23,943 23

6 23 Alston & Bird 31,754 24 6 1 Sullivan & Cromwell 59,708 21

7 37 Shearman & Sterling 30,725 7 7 3 Sidley Austin 12,914 21

8 24 O'Melveny & Myers 30,585 3 8 18 Hunton Andrews Kurth 997 20

9 20 Fried Frank Harris Shriver & Jacobson 28,835 10 9 8 Wachtell, Lipton, Rosen & Katz 76,302 18

10 12 Kirkland & Ellis 28,230 43 10 10 Luse Gorman Pomerenk & Schick 1,962 18

The legal advisor league tables by value and volume have been run from 01/01/2019 to 12/31/2019 and include lapsed and withdrawn deals. The tables are based on advice to a North American (US & Canada) bidder, target or vendor and are based on the following sector: Financial Services. mergermarket.com Mergermarket Deal Drivers Americas FY 2019 24 Industrials, Manufacturing & Engineering

Part of the Acuris report on global M&A activity

Industrials, Manufacturing & Engineering

mergermarket.com Mergermarket Deal Drivers Americas FY 2019 25 Industrials, Manufacturing & Engineering

Industrials, Manufacturing & Engineering Overview

Deal value in the industrials, manufacturing & Buyout deals in the space included positioned thanks to a benign economy, the rise engineering (IME) sector was up by just over a Clayton, Dubilier & Rice acquiring electronic of packaging demand driven by ecommerce fifth in 2019, climbing from US$167.5bn in 2018 components group Anixster for US$3.9bn and new packaging regulations in areas such as to US$210.5bn. Deal volume was down from while Platinum Equity bought Multi-Color pharmaceuticals, but engineering companies 1,196 transactions to 1,074. Corporation, a designer and producer of face a more uncertain outlook due to tariff- bespoke labeling solutions, from Diamond driven materials pricing volatility. One company, three deals Castle Holdings in a US$2.52bn transaction. A complex corporate reorganization of the Platinum then merged Multi-Color with giant chemicals conglomerate DuPont de existing portfolio company WS Packaging to Nemours has been one of the main drivers of create a packaging and labeling group with the uptick in deal value, with the group involved combined revenues of more than US$2.2bn. in the three largest deals in the sector, which together accounted for 44% of the sector’s Platinum was on the sell-side when it exited entire value for the year. The deals included the industrial automation business Vertiv to an spin-offs of commodity chemical group Dow acquisition vehicle led by former Honeywell Inc and agricultural chemical maker Corteva as chief executive David Cote and backed by independent businesses, valued at US$41.3bn Goldman Sachs. Blackstone also secured and US$21.9bn respectively. DuPont de an exit in the sector with the sale of smart Nemours also sold its nutrition and biosciences home portfolio company Vivint to Fortress business to International Flavors & Fragrances in a secondary buyout worth US$2.18bn. for US$26.2bn. These deals came as the Journey to the core business reconfigured its portfolio following Strategic buyers have been active in M&A the merger between chemicals powerhouses markets too, often with a view to focusing Dow Chemicals and El du Pont de Nemours. on core business and carving out non- Private equity plugs the gaps core assets. Ingersoll-Rand spun off and PE investment has been another key driver then merged its industrials business with of activity in the industrials sector. Firms Milwaukee-based pump and compressor have been drawn to valuations that are more maker Gardner Denver Holdings, with a view reasonable than in the healthcare and software to focusing on its climate control business. sectors and have the belief that they can drive The backdrop across the IME market going into operational and cost improvements in assets 2020 looks mixed, with some sub-sectors well that they back. placed to grow while others face headwinds. M&A in packaging, printing and paper is well mergermarket.com Mergermarket Deal Drivers Americas FY 2019 26 Industrials, Manufacturing & Engineering

Top deals

Top 15 Announced Deals for Full Year Ending 31 December 2019 — North American Targets Industrials, Manufacturing & Engineering Sector

Announced Status Bidder Company Target Company Vendor Company Deal Value Date (US$m)

8-Mar-19 C DuPont de Nemours Inc (Shareholders) Dow Inc DuPont de Nemours Inc 41,272

15-Dec-19 P International Flavors & Fragrances Inc DuPont Nutrition & Biosciences DuPont de Nemours Inc 26,200

7-May-19 C DuPont de Nemours Inc (Shareholders) Corteva Inc DuPont de Nemours Inc 21,928

30-Apr-19 P Gardner Denver Inc Ingersoll-Rand Plc (Industrial segment) Ingersoll-Rand Plc 7,700

26-Mar-19 C Merck KGaA Versum Materials Inc 6,356

10-Dec-19 P GS Acquisition Holdings Corp Vertiv Co Platinum Equity LLC 5,144

28-Jan-19 L Entegris Inc Versum Materials Inc 4,405

30-Oct-19 P Clayton, Dubilier & Rice LLC Anixter International Inc 3,897

19-Dec-19 P Apergy Corporation Nalco Champion Ecolab Inc 3,895

29-Apr-19 C Parker Hannifin Corporation Lord Corporation 3,675

3-Dec-19 P Cleveland-Cliffs Inc AK Steel Holding Corp 3,003

3-Sep-19 C J2 Acquisition Limited APi Group Inc 2,900

9-Jul-19 P Cisco Systems Inc Acacia Communications Inc 2,796

25-Feb-19 C Platinum Equity LLC Multi-Color Corporation Diamond Castle Holdings LLC 2,526

16-Sep-19 P Mosaic Acquisition Corp Vivint Inc Blackstone Group LP 2,180

C= Completed; P= Pending; L= Lapsed

mergermarket.com Mergermarket Deal Drivers Americas FY 2019 27 Industrials, Manufacturing & Engineering

M&A split by deal size M&A split by deal size Value Deal Count

3 250 1,200 13 51 1 40 5 1,100 8 225 3 8 7 43 49 9 27 1,000 41 6 12 34 31 200 34 8 34 37 310 900 29 211 175 312 US$ US$ 5 156.2 136.4 800 292 US$ 27 US$ 103.5 369 32 311 150 US$ 31.1 36.3 700

125 US$ 600 264 29.9 US$ US$

Value (US$bn) Value 46.7

36.3 deals of Number 500 100 US$ US$ 27.8 26 US$ US$ US$ 400 779 767 20.2 38.4 75 22.5 684 US$ 637 48.7 US$ 54.2 300 571 572 US$ US$ US$ 51.4 50 33 US$ US$ 47.4 453 37.4 28.7 US$ 200 15.9 US$ US$ US$ US$ 25 16.1 US$ 12.6 15.5 US$ 11 10.3 US$ 13.9 100 US$ 26.3 US$ US$ US$ US$ 20 US$ 18 16.5 19 18.7 13.9 0 0 2013 2014 2015 2016 2017 2018 2019 2013 2014 2015 2016 2017 2018 2019

$5m - $250m $251m - $500m $501m - $2,000m Value not disclosed $5m - $250m $251m - $500m $2,001m - $5,000m > $5,001m $501m - $2,000m $2,001m - $5,000m > $5,001m

mergermarket.com mergermarket.com Mergermarket target is inthe US &Canada. or were withdrawn, where the dominant location of the Based onannounced deals, excluding those that lapsed Value Quarterly M&Aactivity Value (US$m) 100,000 110,000 90,000 60,000 40,000 50,000 30,000 80,000 20,000 70,000 10,000 Deal Value 0 Q1 Q2 2013 Q3 Q4 Q1 Moving average trend line Q2 2014 Q3 Q4 Deal Drivers Americas Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 Q2 2017 Q3 & Engineering Industrials, Manufacturing FY 2019 Q4 Q1 Q2 2018 Q3 Q4 Q1 Q2 2019 Q3 Q4 target is inthe US &Canada. or were withdrawn, where the dominant location of the Based onannounced deals, excluding those that lapsed Count Deal Quarterly M&Aactivity Number of deals Deal Count Deal 300 200 250 100 325 225 150 275 125 175 50 25 75 0 Q1 Q2 2013 Q3 Q4 Moving average trend line Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 Q2 2017 Q3 Q4 Q1 Q2 2018 Q3 Q4 Q1 Q2 2019 Q3 Q4 28 Mergermarket Deal Drivers Americas FY 2019 29 Industrials, Manufacturing & Engineering

League tables

Financial advisors by value Financial advisors by deal count

2019 2018 Company Name Value Number 2019 2018 Company Name Value Number (USD m) of Deals (USD m) of Deals

1 1 Goldman Sachs & Co 124,103 34 1 2 Lincoln International 1,429 51

2 3 Credit Suisse 106,311 23 2 14 KPMG 166 36

3 11 Evercore 103,342 16 3 1 Goldman Sachs & Co 124,103 34

4 5 Morgan Stanley 90,873 28 4 4 Houlihan Lokey 5,372 34

5 2 JPMorgan 90,558 27 5 15 PwC 2,791 34

6 10 Bank of America 58,068 18 6 7 Lazard 30,578 31

7 6 Lazard 30,578 31 7 3 Robert W. Baird & Co 9,859 31

8 8 Citi 30,200 19 8 9 Deloitte 2,828 29

9 28 Greenhill & Co 27,019 5 9 12 Morgan Stanley 90,873 28

10 4 Barclays 23,341 28 10 8 Barclays 23,341 28

The financial advisor league tables by value and volume have been run from 01/01/2019 to 12/31/2019 and exclude lapsed and withdrawn deals. The tables are based on advice to a North American (US & Canada) bidder, target or vendor and cover the following sectors: Automotive; Chemicals & Materials; Industrials — electronics, automation and products and services; and Manufacturing — other. Legal advisors by value Legal advisors by deal count

2019 2018 Company Name Value Number 2019 2018 Company Name Value Number (USD m) of Deals (USD m) of Deals

1 12 Skadden Arps Slate Meagher & Flom 116,555 22 1 2 Kirkland & Ellis 29,380 87

2 4 Weil Gotshal & Manges 60,193 29 2 1 Jones Day 23,383 81

3 20 Shearman & Sterling 57,596 17 3 3 Latham & Watkins 25,374 45

4 2 Cleary Gottlieb Steen & Hamilton 38,488 14 4 4 DLA Piper 3,939 40

5 105 Debevoise & Plimpton 35,296 9 5 12 McGuireWoods 8,674 31

6 73 Alston & Bird 33,880 13 6 7 Weil Gotshal & Manges 60,193 29

7 14 Sullivan & Cromwell 32,610 16 7 6 Paul Hastings 2,129 26

8 5 Davis Polk & Wardwell 31,476 21 8 22 Gibson, Dunn & Crutcher 27,122 24

9 1 Kirkland & Ellis 29,380 87 9 13 Skadden Arps Slate Meagher & Flom 116,555 22

10 10 Simpson Thacher & Bartlett 28,460 20 10 8 Stikeman Elliott 5,277 22

The legal advisor league tables by value and volume have been run from 01/01/2019 to 12/31/2019 and include lapsed and withdrawn deals. The tables are based on advice to a North American (US & Canada) bidder, target or vendor and cover the following sectors: Automotive; Chemicals & Materials; Industrials — electronics, automation and products and services; and Manufacturing — other. mergermarket.com Mergermarket Deal Drivers Americas FY 2019 30 Energy, Mining, Oil & Gas

Part of the Acuris report on global M&A activity

Energy, Mining, Oil & Gas

mergermarket.com Mergermarket Deal Drivers Americas FY 2019 31 Energy, Mining, Oil & Gas

Energy, Mining, Oil & Gas Overview

Energy, mining, oil & gas deal value dropped its portfolio of Alaska assets to independent in the oil-producing region has weighed to its lowest level since 2013, falling from producer Hilcorp in a US$4bn deal in order to on valuations. US$386.7bn in 2018 to US$234.2bn in 2019. focus on its onshore shale plays. Investors who have made big bets in the Deal volumes fell too, sliding from 613 deals In the pipeline space, meanwhile, much of the gold sector, meanwhile, are likely to digest to 436. deal activity has been focused on corporate recent acquisitions rather than pursue further Despite a handful of megadeals in oil and gas restructurings as midstream and pipeline big deals with the gold price and valuations and mining, including Occidental Petroleum’s infrastructure operators convert from master looking full. blockbuster US$54.3bn takeover of Anadarko limited partnerships (MLP) to corporations Petroleum and Newmont’s US$12.6bn tie-up for tax purposes. Hess Midstream Partners with Goldcorp in Canada’s active gold mining and MPLX both undertook megadeals worth space, a soft oil price, ongoing delays to US$6.2bn and US$10.3bn respectively in order pipeline infrastructure construction in the US to wind down MLP structures. UGI acquired and Canada, flat energy stock prices and a AmeriGas, another MLP, for US$5.38bn and slump in base metals as a result of trade and made the business a wholly-owned subsdiary. tariff tensions have combined to make for a Searching for growth difficult deal backdrop. Deals with growth as the key rationale have Deals drop been rarer. One example was Stonepeak These uncertainties have seen a number of Infrastructure Partners, which acquired Oryx deals fall by the wayside. These included Husky Midstream Services, an oil transportation Energy pulling its multi-billion dollar bid for and storage business with capacity to move oil sands rival MEG Energy in Canada, where 650,000 barrels a day, in a US$3.6bn deal there have been curbs placed on production after scoping the market to invest in assets because of logistics bottlenecks and delays with similar characteristics. to the construction of the TMX and Northern In the electricity market J.P. Morgan’s Gateway pipelines. infrastructure fund acquired electricity group El Defensive moves Paso Electric for US$4.25bn as part of its plans When deals have closed (the rare exceptions to expand its presence in the power industry. of Occidental/Anadarko aside, which saw Uncertain future Occidental pushed hard by Chevron) they Looking ahead to 2020, the outlook for the have often had a defensive color, with M&A sector remains uncertain. Escalating tensions used to streamline assets rather than make between Iran and the US at the start of the year bold expansion plays. BP, for example, sold have pushed oil prices higher, but uncertainty mergermarket.com Mergermarket Deal Drivers Americas FY 2019 32 Energy, Mining, Oil & Gas

Top deals

Top 15 Announced Deals for Full Year Ending 31 December 2019 — North American Targets Energy, Mining, Oil & Gas Sector

Announced Status Bidder Company Target Company Vendor Company Deal Value Date (US$m)

9-May-19 C Occidental Petroleum Corporation Anadarko Petroleum Corporation 54,388

12-Apr-19 L Chevron Corporation Anadarko Petroleum Corporation 47,747

14-Jan-19 C Newmont Goldcorp Corporation Goldcorp Inc 12,676

8-May-19 C MPLX LP Andeavor Logistics LP (63.58% stake) Marathon Petroleum Corporation 10,288

10-May-19 C IFM Investors Buckeye Partners LP 10,188

17-Dec-19 P Tallgrass Energy LP consortium Tallgrass Energy LP (86.8% stake) 6,927

4-Oct-19 C Hess Midstream Partners LP Hess Infrastructure Partners LP Hess Corporation; and Global Infrastructure Partners LLC 6,157

4-Nov-19 P Canada Pension Plan Investment Board Pattern Energy Group Inc 6,100

2-Apr-19 C UGI Corporation AmeriGas Partners LP (74.45% stake) 5,375

3-Jun-19 P JP Morgan Investment Management Inc El Paso Electric Co 4,251

27-Aug-19 P Hilcorp Energy Company BP p.l.c. (Alaska business) BP Plc 4,000

25-Nov-19 P Kirkland Lake Gold Inc Detour Gold Corporation 3,636

16-Sep-19 C Energy Transfer LP SemGroup Corporation Warburg Pincus LLC 3,613

2-Apr-19 C Stonepeak Infrastructure Partners Oryx Midstream Services LLC Concho Resources Inc; Quantum Energy Partners; Post Oak Energy Capital LP; and WPX Energy Inc 3,600

08-May-19 C MPLX LP Andeavor Logistics LP (36.42% stake) 3,268

C= Completed; P= Pending; L= Lapsed

mergermarket.com Mergermarket Deal Drivers Americas FY 2019 33 Energy, Mining, Oil & Gas

M&A split by deal size M&A split by deal size Value Deal Count

400 750 8

675 58 350 9

12 13 66 13 600 13 17 59 2 300 US$ 66 157 US$ 10 9 71 195.7 525 40 11 73 41 48 42 51 US$ 250 7 173.2 450 US$ 49 151.3 13 53 200 US$ 375 421 US$ 125.4 US$ 37

Value (US$bn) Value 69.1 106.7 Number of deals of Number 315 297 US$ 340 US$ 63.5 300 329 150 22.7 US$ 282 38.7 US$ 158 41 US$ 225 44.7 US$ US$ US$ 77.9 37.5 44 100 US$ US$ 64.2 US$ 81.8 US$ 65.6 150 43.1 US$ US$ 49.7 US$ 50 29.6 57.3 US$ US$ US$ 160 167 168 US$ US$ 75 149 144 20.8 29 17 20 127 126 19.1 US$ US$ US$ 38.4 US$ US$ US$ US$ 14.9 US$ 29.6 22 23.7 27 25.7 11.3 0 0 2013 2014 2015 2016 2017 2018 2019 2013 2014 2015 2016 2017 2018 2019

$5m - $250m $251m - $500m $501m - $2,000m Value not disclosed $5m - $250m $251m - $500m $2,001m - $5,000m > $5,001m $501m - $2,000m $2,001m - $5,000m > $5,001m

mergermarket.com mergermarket.com Mergermarket target is inthe US &Canada. or were withdrawn, where the dominant location of the Based onannounced deals, excluding those that lapsed Value Quarterly M&Aactivity Value (US$m) 100,000 140,000 120,000 60,000 40,000 80,000 20,000 Deal Value 0 Q1 Q2 2013 Q3 Q4 Q1 Moving average trend line Q2 2014 Q3 Q4 Deal Drivers Americas Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 Q2 2017 Q3 Oil &Gas Energy, Mining, FY 2019 Q4 Q1 Q2 2018 Q3 Q4 Q1 Q2 2019 Q3 Q4 target is inthe US &Canada. or were withdrawn, where the dominant location of the Based onannounced deals, excluding those that lapsed Count Deal Quarterly M&Aactivity Number of deals Deal Count Deal 200 220 100 160 140 180 120 60 40 80 20 0 Q1 Q2 2013 Q3 Q4 Moving average trend line Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 Q2 2017 Q3 Q4 Q1 Q2 2018 Q3 Q4 Q1 Q2 2019 Q3 Q4 34 Mergermarket Deal Drivers Americas FY 2019 35 Energy, Mining, Oil & Gas

League tables

Financial advisors by value Financial advisors by deal count

2019 2018 Company Name Value Number 2019 2018 Company Name Value Number (USD m) of Deals (USD m) of Deals

1 3 Goldman Sachs & Co 123,887 31 1 2 Citi 110,709 33

2 6 Bank of America 119,948 21 2 8 Jefferies 96,985 33

3 1 Citi 110,709 33 3 1 Goldman Sachs & Co 123,887 31

4 12 Jefferies 96,985 33 4 3 Evercore 83,846 27

5 8 JPMorgan 91,231 24 5 4 RBC Capital Markets 22,991 27

6 5 Evercore 83,846 27 6 7 JPMorgan 91,231 24

7 2 Barclays 31,588 23 7 5 Barclays 31,588 23

8 21 BMO Capital Markets 30,004 19 8 6 Scotiabank 5,730 22

9 14 TD Securities 25,789 19 9 14 Bank of America 119,948 21

10 13 Lazard 23,836 16 10 11 CIBC World Markets 10,084 20

The financial advisor league tables by value and volume have been run from 01/01/2019 to 12/31/2019 and exclude lapsed and withdrawn deals. The tables are based on advice to a North American (US & Canada) bidder, target or vendor and are based on the following sector: Energy; Mining; Oil; and Gas . Legal advisors by value Legal advisors by deal count

2019 2018 Company Name Value Number 2019 2018 Company Name Value Number (USD m) of Deals (USD m) of Deals

1 1 Vinson & Elkins 102 57 1 1 Vinson & Elkins 102 57

2 36 Cravath, Swaine & Moore 82 9 2 2 Kirkland & Ellis 27 49

3 11 Shearman & Sterling 74 23 3 3 Latham & Watkins 57 40

4 17 Wachtell, Lipton, Rosen & Katz 69 6 4 6 White & Case 66 32

5 2 White & Case 66 32 5 4 Baker Botts 50 31

6 20 Freshfields Bruckhaus Deringer 64 6 6 7 Gibson, Dunn & Crutcher 31 30

7 24 Paul Weiss Rifkind Wharton & Garrison 57 9 7 18 Shearman & Sterling 74 23

8 4 Latham & Watkins 57 40 8 16 Norton Rose Fulbright 5 22

9 58 Fried Frank Harris Shriver & Jacobson 55 3 9 11 Sidley Austin 23 21

10 8 Baker Botts 50 31 10 5 Blake, Cassels & Graydon 17 21

The legal advisor league tables by value and volume have been run from 01/01/2019 to 12/31/2019 and include lapsed and withdrawn deals. The tables are based on advice to a North American (US & Canada) bidder, target or vendor and are based on the following sector: Energy; Mining; Oil; and Gas . mergermarket.com Mergermarket Deal Drivers Americas FY 2019 36 Consumer

Part of the Acuris report on global M&A activity

Consumer

mergermarket.com Mergermarket Deal Drivers Americas FY 2019 37 Consumer

Consumer Overview

Consumer deal value fell to its lowest level remaining assets, including its 425 remaining also made a big US play with a US$9.1bn deal since 2011, dropping by 38% from US$125.6bn stores, in a deal reflective of the tough market to increase its existing holding in cosmetics in 2018 to US$79.54bn in 2019. Deal volume for bricks-and-mortar retailers. company Coty, one of its oldest investments, was down too, sliding to 524 deals in 2019 from which has suffered a difficult run after an Other private markets managers active in the 571 transactions the previous year. unsuccessful attempt to integrate a purchase sector included Apollo, which acquired Smart of beauty brands from Procter & Gamble. Megadeals on ice & Final Stores, a chain of warehouse-style food Only seven deals came in above the and supply outlets, from Ares Management US$2bn threshold, with divestitures and for US$1.1bn; and a consortium of investors restructurings prominent. Nestle US sold its including Temasek and Highland Capital ice cream business to Froneri Limited, a joint Partners, who exited Harry’s Inc, an internet venture it had formed with R&R Ice Cream, a retailer of shaving goods, to Schick razors portfolio company of private equity firm PAI owner Edgewell Personal Care for US$1.37bn. Partners, in Europe. The deal sees the food The growing influence of tech and tech- multinational retain its ice cream businesses enabled companies in the consumer space in Canada, Latin America and Asia, which was further exemplified by Google parent dovetails with the group’s market structure. company Alphabet paying US$1.62bn for Kellogg Company also undertook a strategic fitness device brand FitBit. divestment when it sold a portfolio of cookie Brand loyalty and snacks assets to confectioner Ferrero However, the two largest consumer deals in a US$1.3bn deal that will see the group demonstrated that large global consumer simplify its business and focus investment on brands that lead their markets remain attractive faster growing brands. Constellation Brands targets irrespective of the headwinds and undertook a similar deal with the sale of its disruption that the consumer sector has faced. lower-priced wine brands to E & J Gallo in a deal that was initially valued at US$1.7bn LVMH, the largest luxury goods group in the but has subsequently been pared back after world, paid US$16.6bn for US jeweler Tiffany interventions from competition regulators. & Co in a deal that expands LVMH’s watches and jewelry business and boosts the group’s Store wars US presence. Department store chain Sears, meanwhile, was sold to hedge fund ESL Investments out Another European investor, JAB Holdings, of a bankruptcy auction in a US$5.2bn deal. the investment vehicle of the family behind The deal saw ESL take ownership of Sears’ consumer goods giant Reckitt Benckiser, mergermarket.com Mergermarket Deal Drivers Americas FY 2019 38 Consumer

Top deals

Top 15 Announced Deals for Full Year Ending 31 December 2019 — North American Targets Consumer Sector

Announced Status Bidder Company Target Company Vendor Company Deal Value Date (US$m)

25-Nov-19 P LVMH Moet Hennessy Louis—Vuitton SE Tiffany & Co 16,640

12-Feb-19 C JAB Holdings BV Coty Inc (19.97% stake) 9,119

17-Jan-19 C ESL Investments Inc Sears Holdings Corporation 5,200

11-Dec-19 P Froneri Limited Nestle USA Inc (US ice cream business) Nestle USA Inc 4,000

21-Oct-19 P Hudson's Bay Consortium Hudson's Bay Company (55.04% stake) The Catalyst Capital Group Inc 3,140

10-Jun-19 C Apollo Global Management LLC Shutterfly Inc 2,498

1-Jul-19 C Performance Food Group Company Reinhart FoodService LLC Reyes Holdings LLC 2,000

30-Apr-19 C VF Corporation (Shareholders) Kontoor Brands Inc VF Corporation 1,920

3-Apr-19 P E & J Gallo Winery Inc Constellation Brands Inc (Portfolio of 30 wine and spirits brands, Constellation Brands Inc 1,700 along with six winemaking facilities)

1-Nov-19 P Alphabet Inc (parent of Google Inc among others) Fitbit Inc 1,625

9-May-19 P Edgewell Personal Care Company Harry's Inc Temasek Holdings Pte Ltd; Highland Capital Partners LLC; Tiger Global Management; 1,370 SV Angel; Thrive Capital; Alliance Consumer Growth LLC; and Red Swan Ventures LLC

1-Apr-19 C Ferrero SpA Kellogg Company (Selected cookies and fruit snacks business) Kellogg Company 1,300

1-May-19 P Curaleaf Holdings Inc Cura Partners Inc 1,149

16-Apr-19 C Apollo Global Management LLC Smart & Final Stores Inc Ares Management LLC 1,096

12-Dec-19 P Asbury Automotive Group Inc Park Place Dealerships LLC 1,000

C= Completed; P= Pending; L= Lapsed

mergermarket.com Mergermarket Deal Drivers Americas FY 2019 39 Consumer

M&A split by deal size M&A split by deal size Value Deal Count

180 700

5 5 4 3 160 22 9 9 7 12 24 22 600 5 18 23 5 3 27 26 2 140 19 26 4 US$ 171 21 500 104.5 166 17 US$ 179 120 84 US$ 3 110.3 4 181 166 16 145 400 18 100 US$ US$ 65.5 23.4 US$ 130

Value (US$bn) Value 80 47.4 Number of deals of Number 300 US$ 18.3 US$ US$ US$ 25.8 60 29.8 30.5 US$ 8.1 426 US$ 401 US$ US$ 200 387 17.7 15.8 US$ 14.8 341 345 335 40 35.3 US$ 28.3 US$ US$ 260 23.3 US$ US$ 26.9 US$ 21.4 26.9 22.8 US$ 100 20 8.8 US$ US$ US$ US$ 11.3 US$ 6.9 10.2 US$ 8 5.5 6.8 US$ US$ US$ US$ US$ 15.9 US$ US$ 9.9 9.5 12.1 11.7 12.4 9.3 0 0 2013 2014 2015 2016 2017 2018 2019 2013 2014 2015 2016 2017 2018 2019

$5m - $250m $251m - $500m $501m - $2,000m Value not disclosed $5m - $250m $251m - $500m $2,001m - $5,000m > $5,001m $501m - $2,000m $2,001m - $5,000m > $5,001m

mergermarket.com Mergermarket Deal Drivers Americas FY 2019 40 Consumer

Quarterly M&A activity Quarterly M&A activity Value Deal Count

100,000 180

90,000 160

80,000 140

70,000 120

60,000 100

50,000 Value (US$m) Value

Number of deals of Number 80 40,000

60 30,000

40 20,000

10,000 20

Deal Value Moving average trend line Deal Count Moving average trend line

mergermarket.com Mergermarket Deal Drivers Americas FY 2019 41 Consumer

League tables

Financial advisors by value Financial advisors by deal count

2019 2018 Company Name Value Number 2019 2018 Company Name Value Number (USD m) of Deals (USD m) of Deals

1 9 Centerview Partners 37,316 13 1 1 Goldman Sachs & Co 32,347 23

2 1 Goldman Sachs & Co 32,347 23 2 2 Houlihan Lokey 3,101 22

3 2 JPMorgan 28,455 15 3 16 Citi 28,290 16

4 15 Citi 28,290 16 4 4 Bank of America 13,728 16

5 11 Lazard 15,354 15 5 8 Robert W. Baird & Co 483 16

6 4 Bank of America 13,728 16 6 3 JPMorgan 28,455 15

7 12 Evercore 9,668 6 7 5 Lazard 15,354 15

8 3 Credit Suisse 9,326 9 8 18 Centerview Partners 37,316 13

9 26 UBS Investment Bank 9,278 6 9 15 Rothschild & Co 5,417 13

10 5 Morgan Stanley 7,784 6 10 10 Piper Sandler Companies 510 13

The financial advisor league tables by value and volume have been run from 01/01/2019 to 12/31/2019 and exclude lapsed and withdrawn deals. The tables are based on advice to a North American (US & Canada) bidder, target or vendor and are based on the following sector: Consumer — retail, food and other. Legal advisors by value Legal advisors by deal count

2019 2018 Company Name Value Number 2019 2018 Company Name Value Number (USD m) of Deals (USD m) of Deals

1 1 Skadden Arps Slate Meagher & Flom 33,834 15 1 1 Kirkland & Ellis 8,197 55

2 28 Weil Gotshal & Manges 29,225 15 2 5 Latham & Watkins 5,868 26

3 6 Cleary Gottlieb Steen & Hamilton 25,349 12 3 3 DLA Piper 1,790 25

4 17 Sullivan & Cromwell 23,291 7 4 2 Jones Day 4,262 20

5 2 White & Case 22,881 10 5 39 Morgan Lewis & Bockius 3,503 17

6 14 Cravath, Swaine & Moore 18,799 6 6 11 Skadden Arps Slate Meagher & Flom 33,834 15

7 25 Paul Weiss Rifkind Wharton & Garrison 14,799 12 7 4 Weil Gotshal & Manges 29,225 15

8 15 Davis Polk & Wardwell 10,780 8 8 9 Stikeman Elliott 7,950 15

9 7 Sidley Austin 10,154 7 9 6 McDermott Will & Emery 1,257 15

10 8 Gibson, Dunn & Crutcher 9,648 11 10 42 Freshfields Bruckhaus Deringer 8,441 14

The legal advisor league tables by value and volume have been run from 01/01/2019 to 12/31/2019 and include lapsed and withdrawn deals. The tables are based on advice to a North American (US & Canada) bidder, target or vendor and are based on the following sector: Consumer — retail, food and other. mergermarket.com Mergermarket Deal Drivers Americas FY 2019 42 Technology, Media & Telecom

Part of the Acuris report on global M&A activity

Technology, Media & Telecom

mergermarket.com Mergermarket Deal Drivers Americas FY 2019 43 Technology, Media & Telecom

Technology, Media & Telecom Overview

M&A in the technology, media & telecom (TMT) recurring subscription revenue models and The robust earnings of software businesses in sector fell marginally in 2019. Value slid from sticky customer bases. particular should keep deal activity in the TMT US$343.9bn to US$300.5bn while volume space ticking along in 2020, although high Buyout-backed deals in the tech and software dropped to 1,527 deals from 1,571 transactions valuations and competition for assets may see markets saw Apollo pay US$5.83bn for Tech in 2018. some potential buyers opt to step away from Data Corporation, a tech equipment distributor. the market for a time. Although figures dropped, the sector still had Hellman & Friedman and Blackstone joined the highest value total and increased on 2017 forces to acquire and take private the Ultimate levels as software deals took center stage and Software Group, a cloud-based human the consolidation between large telecoms and resources software group, in a US$11.8bn deal. media companies, which delivered a series of Corporate competition megadeals earlier in the decade that boosted Competition from PE firms, however, has deals values, ran its course. not dissuaded strategics from making Payment power big investments in the software space. The largest TMT deal of the year was in Salesforce.com bought Tableau Software in the payments technology space as Global a US$15bn deal that expands its presence Payments acquired Total System Services in the key Seattle tech hub and broadens in a US$25.7bn transaction. The payments its product offering. French software group sector is going through a consolidation phase, Dassault moved into the US and the fast- with market players chasing scale in search growing clinical trials software space of efficiencies. PayPal’s US$4bn acquisition with its US$5.72bn deal for Medidata. of digital coupon group Honey Science The entertainment and media sector was also Corporation from a consortium of VC backers a busy area for M&A, as broadcasters sought was the other notable payments-related deal scale and new content pools in response during the year. to the growth of streaming services such SaaS has private equity backing as Netflix. CBS and Viacom joined forces to The software and technology equipment this end in a US$19.9bn deal and Sinclair space was another key sub-sector within Broadcast Group expanded its portfolio of TMT, attracting PE and strategic dealmakers. sports assets with the purchase of the regional PE firms have been drawn to software-as- Fox Sports network portfolio, which Disney was a-service (SaaS) and tech business models, selling in order to comply with a Department of which are growing but also provide protection Justice requirement to sell the networks after against downside risk because of their the Disney merger with 21st Century Fox. mergermarket.com Mergermarket Deal Drivers Americas FY 2019 44 Technology, Media & Telecom

Top deals

Top 15 Announced Deals for Full Year Ending 31 December 2019 — North American Targets Technology, Media & Telecom Sector

Announced Status Bidder Company Target Company Vendor Company Deal Value Date (US$m)

28-May-19 C Global Payments Inc Total System Services Inc 25,719

13-Aug-19 C CBS Corporation ViacomCBS Inc 19,944

10-Jun-19 C Salesforce.com Inc Tableau Software Inc 15,027

8-May-19 P Zayo Group Consortium Zayo Group Holdings Inc 14,116

4-Feb-19 C Hellman & Friedman—Blackstone consortium Ultimate Software Group Inc 11,790

8-Aug-19 C Broadcom Inc Symantec Corporation (Enterprise security business) NortonLifeLock Inc 10,700

3-May-19 C Sinclair Broadcast Group Inc Fox Sports Net LLC The Walt Disney Company 9,600

3-Jun-19 P Infineon Technologies AG Cypress Semiconductor Corporation 9,302

11-Mar-19 P NVIDIA Corporation Mellanox Technologies Ltd 6,758

13-Nov-19 P Apollo Global Management LLC Tech Data Corporation 5,827

12-Jun-19 C Dassault Systemes SA Medidata Solutions Inc 5,721

1-Aug-19 C Bain Capital LP; Parthenon Capital Partners; and Bain Capital Ventures Zelis Healthcare Inc; RedCard Systems LLC 5,700

16-Apr-19 C Expedia Inc Liberty Expedia Holdings Inc 4,320

17-Dec-19 P LogMeIn Consortium LogMeIn Inc 4,261

25-Nov-19 P Viagogo AG StubHub Inc eBay Inc 4,050

C= Completed; P= Pending; L= Lapsed

mergermarket.com Mergermarket Deal Drivers Americas FY 2019 45 Technology, Media & Telecom

M&A split by deal size M&A split by deal size Value Deal Count

10 450 1,600 8 12 57 14 5 62 54 12 400 64 1,400 55 5 56 4 27 9 12 350 43 63 19 1,200 44 43 37 548 463 41 510 300 US$ US$ 170.2 1,000 5 6 257.4 33 434 US$ 28 178 549 250 508 US$ 140.2 800 US$ US$ US$ 121.1 Value (US$bn) Value 200 178.4 96.1 Number of deals of Number 427

600 US$ US$ 150 88.8 30.6 US$ US$ 37.8 US$ 45.6 920 37.4 886 US$ 804 61.7 400 US$ US$ 729 100 26.8 72.7 US$ US$ 605 58.2 US$ US$ 56.7 600 53.8 US$ US$ 67 34.3 472 45 US$ US$ US$ US$ 200 50 US$ US$ 26.4 US$ 19.2 16.7 22.3 24.6 13.3 17.5 US$ US$ US$ US$ US$ US$ US$ 27.8 37 33.4 28.2 32 36.2 33.4 0 0 2013 2014 2015 2016 2017 2018 2019 2013 2014 2015 2016 2017 2018 2019

$5m - $250m $251m - $500m $501m - $2,000m Value not disclosed $5m - $250m $251m - $500m $2,001m - $5,000m > $5,001m $501m - $2,000m $2,001m - $5,000m > $5,001m

mergermarket.com Mergermarket Deal Drivers Americas FY 2019 46 Technology, Media & Telecom

Quarterly M&A activity Quarterly M&A activity Value Deal Count

200,000 450

180,000 400

160,000 350

140,000 300

120,000 250

100,000 Value (US$m) Value

Number of deals of Number 200 80,000

150 60,000

100 40,000

20,000 50

Deal Value Moving average trend line Deal Count Moving average trend line

mergermarket.com Mergermarket Deal Drivers Americas FY 2019 47 Technology, Media & Telecom

League tables

Financial advisors by value Financial advisors by deal count

2019 2018 Company Name Value Number 2019 2018 Company Name Value Number (USD m) of Deals (USD m) of Deals

1 3 Goldman Sachs & Co 164,471 55 1 1 Goldman Sachs & Co 164,471 55

2 2 JPMorgan 161,606 47 2 4 JPMorgan 161,606 47

3 1 Morgan Stanley 97,265 37 3 2 Morgan Stanley 97,265 37

4 8 Bank of America 85,309 24 4 9 Jefferies 21,732 36

5 7 Credit Suisse 53,788 23 5 5 William Blair & Company 4,502 35

6 25 Moelis & Company 43,918 28 6 3 Raymond James 3,927 31

7 9 Deutsche Bank 42,298 20 7 17 Moelis & Company 43,918 28

8 12 Lazard 38,067 22 8 6 Evercore 25,390 28

9 23 RBC Capital Markets 32,402 18 9 11 Citi 30,875 26

10 70 Greenhill & Co 31,098 11 10 26 AGC Partners 925 26

The financial advisor league tables by value and volume have been run from 01/01/2019 to 12/31/2019 and exclude lapsed and withdrawn deals. The tables are based on advice to a North American (US & Canada) bidder, target or vendor and are based on the following sectors: Computer — software, hardware and semiconductors; Telecommunications — hardware; Internet/e-Commerce; Media; and Telecommunications — carriers. Legal advisors by value Legal advisors by deal count

2019 2018 Company Name Value Number 2019 2018 Company Name Value Number (m) of Deals (USD m) of Deals

1 30 Sullivan & Cromwell 112,815 33 1 1 Kirkland & Ellis 99,934 189

2 22 Kirkland & Ellis 99,934 189 2 2 Goodwin Procter 16,533 149

3 7 Latham & Watkins 89,968 113 3 4 DLA Piper 9,030 142

4 4 Cleary Gottlieb Steen & Hamilton 72,615 24 4 3 Cooley 36,635 126

5 6 Wachtell, Lipton, Rosen & Katz 71,766 14 5 14 Latham & Watkins 89,968 113

6 1 Skadden Arps Slate Meagher & Flom 55,763 53 6 5 Wilson Sonsini Goodrich & Rosati 15,717 94

7 24 Freshfields Bruckhaus Deringer 52,518 28 7 11 Orrick Herrington & Sutcliffe 3,736 64

8 3 Simpson Thacher & Bartlett 51,622 25 8 6 Jones Day 34,635 59

9 9 Cravath, Swaine & Moore 48,606 17 9 10 Weil Gotshal & Manges 25,871 59

10 25 Paul Weiss Rifkind Wharton & Garrison 45,384 33 10 8 Gunderson Dettmer Stough Villeneuve Franklin & Hachigian 4,618 56

The legal advisor league tables by value and volume have been run from 01/01/2019 to 12/31/2019 and include lapsed and withdrawn deals. The tables are based on advice to a North American (US & Canada) bidder, target or vendor and are based on the following sectors: Computer — software, hardware and semiconductors; Telecommunications — hardware; Internet/e-Commerce; Media; and Telecommunications — carriers. mergermarket.com Mergermarket Deal Drivers Americas FY 2019 48 Life Sciences & Healthcare

Part of the Acuris report on global M&A activity

Life Sciences & Healthcare

mergermarket.com Mergermarket Deal Drivers Americas FY 2019 49 Life Sciences & Healthcare

Life Sciences & Healthcare Overview

Life sciences & healthcare deal value figures Permira, for example, paid US$2.54bn for hit their highest level this decade, with a series Cambrex, the New Jersey-based supplier of of mega mergers, private equity (PE) deals and small molecule testing and clinical trialing divestitures supporting a strong year for M&A. services. These assets have been particularly Deal value in the sector more than doubled attractive to financial investors, as large from US$120.7bn in 2018 to US$265.8bn in pharma companies increasingly look for 2019, with volumes holding steady at 715 deals ways to outsource back office and regulatory in 2019 versus 755 deals the previous year. functions to reduce costs and focus on their core drug discovery businesses. Mega medical moves Large pharma and life sciences companies Buyout firms have also demonstrated their have been the main catalysts for deal flow, ability to deliver exits from healthcare turning to M&A to either build scale and drive investments, with Ares and OMERS PE selling cost efficiencies, as observed in the US$87.8bn National Veterinary Associates to JAB Holdings megadeal between Bristol-Myers Squibb for US$3.7bn and Apax Partners and a group and Celgene, or replenish new drug pipelines of Canadian pension funds offloading Acelity, and reconfigure portfolios to focus on the the medical devices business, to Minnesota- fastest growing therapeutic areas. Pfizer, based industrials conglomerate 3M Company for example, divested its non-core generics for US$6.73bn. drug business to Mylan in a US$24.6bn deal A healthy outlook and acquired Array BioPharma to strengthen PE investment into the sector as well as its cancer drug portfolio in a US$10.75bn ongoing strategic divestment and investment transaction. Japanese drugmaker Takeda, is expected to continue driving the market into meanwhile, sold its dry eye drug division to 2020. Healthcare valuations are high, but the Novartis for US$3.4bn in order to reduce debt long-term trends that are shaping the industry following its tie-up with pharma-giant Shire. remain firmly in place. PE gets active The life sciences & healthcare space has also been an increasingly active area for PE firms, who have seen growth in these markets as a result of aging populations and also noted the defensive characteristics of healthcare assets in downturns.

mergermarket.com Mergermarket Deal Drivers Americas FY 2019 50 Life Sciences & Healthcare

Top deals

Top 15 Announced Deals for Full Year Ending 31 December 2019 — North American Targets Life Sciences & Healthcare Sector

Announced Status Bidder Company Target Company Vendor Company Deal Value Date (US$m)

3-Jan-19 C Bristol-Myers Squibb Company Celgene Corporation 87,761

29-Jul-19 P Mylan N.V. Pfizer Inc (Upjohn Business) Pfizer Inc 24,623

25-Feb-19 P Danaher Corporation GE Healthcare Life Sciences (Biopharma business) GE Healthcare Life Sciences 21,400

26-Aug-19 C Amgen Inc Celgene Corporation (Otezla global rights) Celgene Corporation 13,400

17-Jun-19 C Pfizer Inc Array BioPharma Inc 10,746

24-Nov-19 C Novartis AG The Medicines Company 7,319

7-Jan-19 C Eli Lilly and Company Loxo Oncology Inc 7,091

2-May-19 C 3M Company Acelity Apax Partners LLP; Canada Pension Plan Investment Board; and Public Sector Pension Investment Board 6,725

25-Feb-19 C Roche Holding AG Spark Therapeutics Inc 4,250

17-Jun-19 P JAB Holdings NV National Veterinary Associates Inc Ares Management LLC; and OMERS Private Equity Inc 3,703

9-May-19 C Novartis AG Takeda Pharmaceutical Company Limited (Xiidra business) Takeda Pharmaceutical Company Limited 3,400

13-Feb-19 C Ethicon Inc Auris Health Inc Highland Capital Partners LLC; Lux Capital; and NaviMed Capital Advisors LLC 3,400

2-Dec-19 P Astellas Pharma Inc Audentes Therapeutics Inc 2,683

29-Jul-19 C Exact Sciences Corporation Genomic Health Inc 2,578

7-Aug-19 C Permira Advisers LLP Cambrex Corporation 2,541

C= Completed; P= Pending; L= Lapsed

mergermarket.com Mergermarket Deal Drivers Americas FY 2019 51 Life Sciences & Healthcare

M&A split by deal size M&A split by deal size Value Deal Count

275 800 4 6 25 8 250 31 9 700 10 5 33 28 225 9 8 10 24 35 7 46 25 24 600 7 18 200 28 20 7 274 29 US$ 25 244 175 US$ 179.1 24 148.5 500 222 5 US$ 265 150 141.9 13 3 262 18 US$ US$ 400 109.2 57.7 247 125 Value (US$bn) Value Number of deals of Number

US$ 195 300 100 36.6 US$ US$ US$ US$ 33.2 36.6 52.2 29.1 US$ US$ 75 20.6 27.4 415 US$ 200 397 25.2 361 317 US$ US$ 301 50 US$ US$ US$ 10.8 32.4 42.9 31 US$ 251 US$ 46.4 34.6 US$ 26.4 209 100 18.4 US$ US$ 25 US$ US$ US$ 13.2 US$ 11.3 9 US$ 9.1 11.3 6.6 8.6 US$ US$ US$ US$ US$ US$ US$ 14.6 18.2 16.8 14 14.8 19.3 16.1 0 0 2013 2014 2015 2016 2017 2018 2019 2013 2014 2015 2016 2017 2018 2019

$5m - $250m $251m - $500m $501m - $2,000m Value not disclosed $5m - $250m $251m - $500m $2,001m - $5,000m > $5,001m $501m - $2,000m $2,001m - $5,000m > $5,001m

Mergermarket.commergermarket.com Mergermarket Deal Drivers Americas FY 2019 52 Life Sciences & Healthcare

Quarterly M&A activity Quarterly M&A activity Value Deal Count

150,000 220

200

125,000 180

160

100,000 140

120

75,000

Value (US$m) Value 100 Number of deals of Number

80 50,000

40 25,000

Deal Value Moving average trend line Deal Count Moving average trend line

mergermarket.com Mergermarket Deal Drivers Americas FY 2019 53 Life Sciences & Healthcare

League tables

Financial advisors by value Financial advisors by deal count

2019 2018 Company Name Value Number 2019 2018 Company Name Value Number (USD m) of Deals (USD m) of Deals

1 1 JPMorgan 226,802 22 1 2 Jefferies 15,566 31

2 4 Morgan Stanley 220,812 21 2 3 Goldman Sachs & Co 187,116 25

3 2 Goldman Sachs & Co 187,116 25 3 1 JPMorgan 226,802 22

4 9 Evercore 178,762 8 4 13 Morgan Stanley 220,812 21

5 10 PJT Partners 134,042 7 5 4 Houlihan Lokey 1,302 21

6 14 Citi 114,712 8 6 14 Centerview Partners 64,517 20

7 15 Dyal Co 101,161 2 7 23 Bank of America 35,838 17

8 24 Moelis & Company 95,082 12 8 7 Cain Brothers / KBCM 1,102 16

9 5 Centerview Partners 64,517 20 9 27 Deloitte 598 15

10 3 Guggenheim Partners 42,675 13 10 15 Barclays 26,295 14

The financial advisor league tables by value and volume have been run from 01/01/2019 to 12/31/2019 and exclude lapsed and withdrawn deals. The tables are based on advice to a North American (US & Canada) bidder, target or vendor and are based on the following sectors: Biotechnology; Medical; and Pharmaceuticals. Legal advisors by value Legal advisors by deal count

2019 2018 Company Name Value Number 2019 2018 Company Name Value Number (USD m) of Deals (USD m) of Deals

1 3 Kirkland & Ellis 234,568 45 1 1 Goodwin Procter 14,446 55

2 14 Davis Polk & Wardwell 233,829 13 2 2 McDermott Will & Emery 2,485 46

3 13 Wachtell, Lipton, Rosen & Katz 227,180 8 3 6 Kirkland & Ellis 234,568 45

4 32 Slaughter and May 174,132 3 4 14 Wilson Sonsini Goodrich & Rosati 31,843 40

5 11 Debevoise & Plimpton 113,280 8 5 3 Latham & Watkins 22,906 40

6 1 Simpson Thacher & Bartlett 101,826 10 6 9 Ropes & Gray 12,409 36

7 10 Weil Gotshal & Manges 99,582 11 7 8 Cooley 11,904 35

8 157 A&L Goodbody 92,995 3 8 5 McGuireWoods 214 33

9 49 Davies Ward Phillips & Vineberg 90,115 5 9 7 DLA Piper 602 31

10 250 Bennett Jones 88,637 3 10 15 Skadden Arps Slate Meagher & Flom 37,949 27

The legal advisor league tables by value and volume have been run from 01/01/2019 to 12/31/2019 and include lapsed and withdrawn deals. The tables are based on advice to a North American (US & Canada) bidder, target or vendor and are based on the following sectors: Biotechnology; Medical; and Pharmaceuticals. mergermarket.com Mergermarket Deal Drivers Americas FY 2019 54 Canada

Part of the Acuris report on global M&A activity

Canada CA

mergermarket.com Mergermarket Deal Drivers Americas FY 2019 55 Canada

Canada Overview

A strong fourth quarter saw Canadian Sapped of energy The emergence of large, global streaming M&A value climb by close to a third in The energy sector, however, has been more services has impacted the entertainment 2019. In total, there were 650 deals worth muted with deal value of US$14.9bn across market and seen mid-sized Canadian players, US$112.6bn recorded in 2019, an increase 45 transactions. Delays and cancelations to in search of scale and international reach, of 30% in combined value on 2018 figures. key pipeline infrastructure, prompting the open the door to global buyers eager to government in oil hub Alberta to put curbs on expand into North America. The US$36.7bn of deal value secured in Q4 is production, and a flat oil price have put deals the highest on record for the final quarter in on ice. Canada for more than a decade, making up for a slow start to 2019 that saw dealmakers pause When transactions have closed, deal ahead of a provincial election in Alberta and rationales have been informed by plans to the Federal Election in October. exit the Canadian market rather than expand, as observed in Devon Energy’s sale of its Energy, mining, oil & gas moves the market Canadian operations to Canadian Natural The traditionally dominant energy, mining, oil & Resources for US$2.8bn. gas industry accounted for the largest share of deal value in 2019, generating US$40.7bn The cannabis sector, a bright spot for M&A in of value, a 36% share of total value, across 2018 following the legalization of the drug for 87 deals (14% of total volume). Mining was the recreational use in 2017, also experienced a deal major driver of deal activity, delivering more than drop following a stock market correction and half of the sector’s deal total value (US$23.6bn) weaker-than-expected earnings. Although the and a third of deal volume (39 transactions). outlook for the sector remains uncertain going into 2020, deal activity could pick up as industry Barrick Gold’s US$5.4bn merger with Randgold players pursue defensive M&A strategies. Resources, Newmont’s US$12.6bn tie-up with Goldcorp and Kirkland Lake Gold’s US$3.6bn Leisure works move for Detour Gold were among the deal The leisure industry, which was the second highlights. There is an expectation that further largest sector by deal value (12.1%), delivered gold transactions could be on the cards in large deals including UK-based Cineworld’s 2020, as high commodity prices and moves US$2.2bn purchase of Cineplex; Flutter to expand assets and defend against takeover Entertainment’s acquisition of Stars Group attempts continue to drive consolidation. for US$10.4bn.

mergermarket.com Mergermarket Deal Drivers Americas FY 2019 56 Canada

Top deals

Top 15 Announced Deals for Full Year Ending 31 December 2019 — Canada All Sectors (Based On Target)

Announced Status Bidder Company Target Company Sector Vendor Company Deal Value Date (US$m)

14-Jan-19 C Newmont Goldcorp Corporation Goldcorp Inc Energy, Mining, Oil & Gas 12,676

2-Oct-19 P Flutter Entertainment plc Stars Group Inc Leisure ValueAct Capital LLC 10,399

7-Aug-19 C Canada Pension Plan Investment Board 407 International Inc (10.01% stake) Transportation SNC-Lavalin Group Inc 8,494

13-Dec-19 P Power Corporation of Canada Power Financial Corporation (35.9% stake) Financial Services 6,064

15-Sep-19 C Blackstone Group LP Dream Global REIT Real Estate 4,668

23-Jul-19 P BC Partners Limited Garda World Security Corporation Business Services Rhone Capital LLC 3,975

22-Aug-19 C Hasbro Inc Entertainment One Ltd Technology, Media & Telecom 3,744

25-Nov-19 P Kirkland Lake Gold Inc Detour Gold Corporation Energy, Mining, Oil & Gas 3,636

13-May-19 C Onex Partners LP WestJet Airlines Ltd Transportation 3,592

21-Oct-19 P Hudson's Bay consortium Hudson's Bay Company (55.04% stake) Consumer The Catalyst Capital Group Inc 3,140

29-May-19 C Canadian Natural Resources Limited Devon Canada Corporation Energy, Mining, Oil & Gas Devon Energy Corporation 2,804

5-Apr-19 L OMERS Infrastructure Management Inc 407 International Inc (10.01% stake) Transportation SNC-Lavalin Group Inc 2,246

16-Dec-19 P Cineworld Group Plc Cineplex Inc Leisure 2,188

30-Jul-19 P Ontario Power Generation Inc Napanee Generating Station (900 MW); Halton Hills Generating Station (683 MW); Energy, Mining, Oil & Gas TransCanada Corporation 2,180 and Portlands Energy Centre (550 MW) (50% stake)

13-Aug-19 C Brookfield Business Partners LP Genworth MI Canada Inc (55.87% stake) Financial Services Genworth Financial Inc 1,807

C= Completed; P= Pending; L= Lapsed

mergermarket.com Mergermarket Deal Drivers Americas FY 2019 57 Canada

M&A split by deal size M&A split by deal size Value Deal Count

120 700 2 1 1 5 3 2 8 4 14 4 29 21 8 7 34 29 22 24 26 29 26 18 18 600 1 3 100 13 US$ 17 US$ 37.6 25.5 US$ 21.7 500 230 80 307 308 288 351 293 US$ 28.9 US$ US$ 303 US$ US$ 18.4 400 13.3 24.7 21.7 US$ US$ 27.8 25.6 60 US$ US$ 7.6 Value (US$bn) Value

15.5 deals of Number US$ US$ 300 15.9 12.4 US$ 33.1 40 US$ US$ US$ 15.7 US$ 27.8 22.2 US$ US$ 29.5 200 15.7 19.1 362 312 US$ 307 309 296 8.2 271 US$ US$ 248 US$ US$ 10.1 20 8.8 7.6 9.9 US$ 100 US$ 7.6 US$ 24.5 US$ 20.7 US$ US$ US$ 15.2 16 17 US$ 13.8 12.3

0 0 2013 2014 2015 2016 2017 2018 2019 2013 2014 2015 2016 2017 2018 2019

$5m - $250m $251m - $500m $501m - $2,000m Value not disclosed $5m - $250m $251m - $500m $2,001m - $5,000m > $5,001m $501m - $2,000m $2,001m - $5,000m > $5,001m

mergermarket.com mergermarket.com Mergermarket of the target. in Canada. Industry sector is based onthe dominant industry were withdrawn, where the dominant location of the target is Based onannounced deals, excluding those that lapsed or Value Mix of deals by industry sector Value (US$bn) 40 30 20 45 35 25 10 15 0 5 US$ Industrials, Manufacturing & Engineering 4.7 US$ Financial Services 9.3 US$ Business Services 7.8 US$ 5.3 Consumer Deal Drivers Americas 40.7 US$ Energy, Mining, Oil & Gas US$

Technology, Media & Telecom 9 US$ 13.6 Leisure US$ 12.8 Transportation US$ Life Sciences & Healthcare 2.1 Canada FY 2019 US$ Construction 0.2 US$ Real Estate 6.6 US$ Defense 0.1 US$ Agriculture 0.5 of the target. in Canada. Industry sector is based onthe dominant industry were withdrawn, where the dominant location of the target is Based onannounced deals, excluding those that lapsed or Count Deal Mix of deals by industry sector Number of deals 100 120 110 60 90 40 50 30 80 20 70 10 0 106 Industrials, Manufacturing & Engineering

Financial Services 41

Business Services 87

Consumer 57

Energy, Mining, Oil & Gas 89

Technology, Media & Telecom 119

Leisure 25

Transportation 30

Life Sciences & Healthcare 48

Construction 27

Real Estate 6

Defense 1

Agriculture 14 58 Mergermarket Deal Drivers Americas FY 2019 59 Canada

Quarterly M&A activity Quarterly M&A activity Value Deal Count

Based on announced deals, excluding those that lapsed Based on announced deals, excluding those that lapsed or or were withdrawn, where the dominant location of the were withdrawn, where the dominant location of the target target is in Canada. is in Canada.

45,000 200

40,000 175

35,000 150

30,000 125

25,000

100 Value (US$m) Value

20,000 deals of Number

75 15,000

50 10,000

25 5,000

Deal Value Moving average trend line Deal Count Moving average trend line

mergermarket.com Mergermarket Deal Drivers Americas FY 2019 60 Canada

League tables

Financial advisors by value Financial advisors by deal count

2019 2018 Company Name Value Number 2019 2018 Company Name Value Number (USD m) of Deals (USD m) of Deals

1 2 TD Securities 81,856 30 1 2 Deloitte 2,611 41

2 1 Goldman Sachs & Co 81,733 22 2 7 RBC Capital Markets 41,111 37

3 12 Morgan Stanley 72,240 28 3 5 CIBC World Markets 18,196 34

4 8 JPMorgan 60,885 24 4 11 PwC 3,703 34

5 9 Barclays 56,176 14 5 6 KPMG 132 33

6 4 Bank of America 51,353 18 6 3 Scotiabank 20,171 32

7 13 Credit Suisse 51,135 20 7 4 TD Securities 81,856 30

8 6 BMO Capital Markets 46,396 27 8 19 Morgan Stanley 72,240 28

9 25 PJT Partners 45,679 4 9 1 BMO Capital Markets 46,396 27

10 7 RBC Capital Markets 41,111 37 10 10 Canaccord Genuity Group 5,920 25

The financial advisor league tables by value and volume have been run from 01/01/2019 to 12/31/2019 and exclude lapsed and withdrawn deals. The tables are based on advice to a Canadian bidder, target or vendor. Legal advisors by value Legal advisors by deal count

2019 2018 Company Name Value Number 2019 2018 Company Name Value Number (USD m) of Deals (USD m) of Deals

1 7 Simpson Thacher & Bartlett 95,767 20 1 1 Stikeman Elliott 71,088 120

2 1 Osler, Hoskin & Harcourt 88,321 80 2 2 Blake, Cassels & Graydon 73,157 87

3 6 Blake, Cassels & Graydon 73,157 87 3 11 Fasken Martineau Dumoulin 9,902 81

4 4 Stikeman Elliott 71,088 120 4 3 Osler, Hoskin & Harcourt 88,321 80

5 9 Wachtell, Lipton, Rosen & Katz 63,969 7 5 4 McCarthy Tetrault 40,115 60

6 11 Freshfields Bruckhaus Deringer 54,654 12 6 6 Tor ys 22,598 41

7 39 Shearman & Sterling 41,969 8 7 5 Davies Ward Phillips & Vineberg 16,009 39

8 10 McCarthy Tetrault 40,115 60 8 7 Gowling WLG 694 36

9 89 Clayton Utz 38,983 7 9 10 Kirkland & Ellis 26,210 34

10 16 White & Case 38,675 16 10 9 Norton Rose Fulbright 20,293 34

The legal advisor league tables by value and volume have been run from 01/01/2019 to 12/31/2019 and include lapsed and withdrawn deals. The tables are based on advice to a Canadian bidder, target or vendor. mergermarket.com Mergermarket Deal Drivers Americas FY 2019 61 West

Part of the Acuris report on global M&A activity

West W

mergermarket.com Mergermarket Deal Drivers Americas FY 2019 62 West

West Overview

Dealmaking in the West held firm in 2019 after a supplier of cloud, web and data security a busy 2018 with the key technology, media software to corporates, for US$10.7bn from & telecom sector serving up steady deal flow Norton LifeLock. for investors. Total deal value for the West Healthcare hits reached US$320.5bn in 2019, a slight rise on The next biggest sector for the region by US$319.4bn recorded in 2018. Deal volume value was life sciences & healthcare, where across the West slid from 1,841 deals to 1,686 deal value for the year came in at US$41.2bn, deals, but 2019 was nevertheless the second representing 12.8% of the West’s deal value. strongest year for deal volume in the region over the last decade. Pfizer’s US$10.75bn acquisition of Colorado- based cancer drug specialist Array BioPharma, Tech control which represented a 62% premium to Array’s The technology hubs in Silicon Valley, Seattle share price pre-deal, mirrors wider M&A trends and Colorado have continued to deliver in pharma. the bulk of activity in region, accounting for 40% of deals by value and 34% of deals by Large pharma groups have moved to protect volume. The strategic push for scale across the revenues as blockbuster drugs go off-patent global software market and the focus of tech and expand into new therapeutic areas. companies to build up their presence in key Wild West tech clusters has been a central deal theme It was the leisure industry, however, that in the West. delivered the West’s single biggest transaction California-based software giant Salesforce, for in 2019, as Eldorado Resorts paid US$16.1bn for example, acquired Seattle-based AI-powered Caesars Entertainment in a deal that forms the ERP developer Tableau Software for US$15bn largest gambling company in the US. The deal in its largest ever deal. Seattle has been was influenced by activist investor Carl Icahn, targeted by Salesforce as a key hub for growth who pressed Caesars to do a deal. and widening its talent pool. Icahn was also influential in another deal in Cybersecurity has been another focus area region, pushing eBay to carve out its ticketing for the West’s tech giants following a series resale platform StubHub and sell to European of malicious hacks, data breaches and tighter ticketing company Viagogo in a US$4.1bn deal. data privacy laws introduced in California. Broadcom, which relocated from Singapore to San Jose, for example, acquired Symantec, mergermarket.com Mergermarket Deal Drivers Americas FY 2019 63 West

Alaska, Arizona, California, Colorado, Hawaii, Idaho, Top deals Montana, Nevada, New Mexico, Oregon, Utah, Washington, Wyoming

Top 15 Announced Deals for Full Year Ending 31 December 2019 — West (Based On Target)

Announced Status Bidder Company Target Company Sector Vendor Company Deal Value Date (US$m)

24-Jun-19 P Eldorado Resorts Inc Caesars Entertainment Corporation Leisure 16,087

10-Jun-19 C Salesforce.com Inc Tableau Software Inc Technology, Media & Telecom 15,027

8-May-19 P Zayo Group consortium Zayo Group Holdings Inc Technology, Media & Telecom 14,116

17-Jun-19 C Pfizer Inc Array BioPharma Inc Life Sciences & Healthcare 10,746

8-Aug-19 C Broadcom Inc Symantec Corporation (Enterprise security business) Technology, Media & Telecom NortonLifeLock Inc 10,700

13-Mar-19 C Brookfield Asset Management Inc Oaktree Capital Group LLC (61.16% stake) Financial Services 9,635

9-Sep-19 C Tokyo Century Corporation Aviation Capital Group LLC (75.5% stake) Financial Services Pacific Life Insurance Company 9,609

3-Jun-19 P Infineon Technologies AG Cypress Semiconductor Corporation Technology, Media & Telecom 9,302

11-Mar-19 P NVIDIA Corporation Mellanox Technologies Ltd Technology, Media & Telecom 6,758

26-Mar-19 C Merck KGaA Versum Materials Inc Industrials & Chemicals 6,356

4-Nov-19 P Canada Pension Plan Investment Board Pattern Energy Group Inc Energy, Mining, Oil & Gas 6,100

28-Jan-19 L Entegris Inc Versum Materials Inc Industrials & Chemicals 4,405

16-Apr-19 C Expedia Inc Liberty Expedia Holdings Inc Technology, Media & Telecom 4,320

3-Jun-19 P J.P. Morgan Investment Management Inc El Paso Electric Co Energy, Mining, Oil & Gas 4,251

25-Nov-19 P Viagogo AG StubHub Inc Technology, Media & Telecom eBay Inc 4,050

C= Completed; P= Pending; L= Lapsed

mergermarket.com Mergermarket Deal Drivers Americas FY 2019 64 West

M&A split by deal size M&A split by deal size Value Deal Count

500 2,000

9 18 450 1,800 77 11 6 77 14 19 75 73 400 1,600 8 12 56 66 19 14 27 63 22 72 60 350 US$ 1,400 67 61 641 272.2 52 US$ 505 132.6 US$ 154.6 6 612 300 1,200 8 43 US$ 38 90.6 US$ 515 651 114.4 558 250 1,000 Value (US$bn) Value US$ US$ deals of Number 501 49.3 US$ 200 US$ 83.5 59.7 800 78.9 US$ US$ US$ 94.4 60.4 73.7 US$ 44.7 150 600 US$ 36.7 US$ 1,019 1,012 US$ 90.4 85.5 US$ 899 US$ US$ 820 100 US$ 72.2 84.4 400 US$ 70.3 75.4 715 733 59.3 US$ US$ 573 26.4 US$ US$ 32.2 US$ 50 US$ US$ 22.2 200 17.9 21.4 24 25.4 US$ US$ US$ US$ US$ US$ 48.3 US$ 46.5 35.1 36 33.4 40.8 35.8 0 0 2013 2014 2015 2016 2017 2018 2019 2013 2014 2015 2016 2017 2018 2019

$5m - $250m $251m - $500m $501m - $2,000m Value not disclosed $5m - $250m $251m - $500m $2,001m - $5,000m > $5,001m $501m - $2,000m $2,001m - $5,000m > $5,001m

mergermarket.com mergermarket.com Mergermarket of the target. in the West. Industry sector is based onthe dominant industry were withdrawn, where the dominant location of the target is Based onannounced deals, excluding those that lapsed or Value Mix of deals by industry sector Value (US$bn) 100 140 120 60 40 80 20 0 US$ 23.3 Industrials, Manufacturing & Engineering US$ 37.3 Financial Services US$ Business Services 9.1 US$ 14.4 Consumer Deal Drivers Americas US$ 31.2 Energy, Mining, Oil & Gas 130.8 US$ Technology, Media & Telecom US$ 19.6 Leisure US$

Transportation 3 US$ 41.2 Life Sciences & Healthcare West FY 2019 US$ Construction 3.6 US$ Real Estate 6.4 0.03bn Defense US$ US$ Agriculture 0.5 of the target. in the West. Industry sector is based onthe dominant industry were withdrawn, where the dominant location of the target is Based onannounced deals, excluding those that lapsed or Count Deal Mix of deals by industry sector Number of deals 600 400 500 300 200 550 450 350 250 100 150 50 0

Industrials, Manufacturing & Engineering 211 104 Financial Services 209 Business Services

Consumer 161

Energy, Mining, Oil & Gas 65 590 Technology, Media & Telecom

Leisure 39

Transportation 24 200 Life Sciences & Healthcare

Construction 43

Real Estate 14

Defense 4

Agriculture 22 65 Mergermarket Deal Drivers Americas FY 2019 66 West

Quarterly M&A activity Quarterly M&A activity Value Deal Count

Based on announced deals, excluding those that lapsed or Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target were withdrawn, where the dominant location of the target is in the West. is in the West.

150,000 500

450

125,000 400

350 100,000

300

75,000 250 Value (US$m) Value Number of deals of Number

200

50,000 150

100 25,000

Deal Value Moving average trend line Deal Count Moving average trend line

mergermarket.com Mergermarket Deal Drivers Americas FY 2019 67 West

League tables

Financial advisors by value Financial advisors by deal count

2019 2018 Company Name Value Number 2019 2018 Company Name Value Number (USD m) of Deals (USD m) of Deals

1 3 Goldman Sachs & Co 209,532 79 1 1 Goldman Sachs & Co 209,532 79

2 2 JPMorgan 164,544 70 2 5 JPMorgan 164,544 70

3 1 Morgan Stanley 142,773 55 3 3 Houlihan Lokey 4,532 62

4 12 Bank of America 101,057 41 4 8 Jefferies 36,846 56

5 4 Credit Suisse 100,861 31 5 2 Morgan Stanley 142,773 55

6 10 Citi 68,369 33 6 6 Barclays 50,388 49

7 9 PJT Partners 66,566 19 7 14 Piper Sandler Companies 2,146 45

8 5 Deutsche Bank 58,323 21 8 21 Lazard 38,187 44

9 7 Barclays 50,388 49 9 20 Lincoln International 1,540 42

10 21 Moelis & Company 48,211 39 10 10 Bank of America 101,057 41

The financial advisor league tables by value and volume have been run from 01/01/2019 to 12/31/2019 and exclude lapsed and withdrawn deals. The tables are based on advice to a West Coast bidder, target or vendor. States: Alaska, Arizona, California, Colorado, Hawaii, Idaho, Montana, Nevada, New Mexico, Oregon, Utah, Washington, Wyoming. Legal advisors by value Legal advisors by deal count

2019 2018 Company Name Value Number 2019 2018 Company Name Value Number (USD m) of Deals (USD m) of Deals

1 1 Wachtell, Lipton, Rosen & Katz 133,287 28 1 1 Kirkland & Ellis 106,120 231

2 20 Sullivan & Cromwell 125,159 54 2 5 Latham & Watkins 124,738 163

3 3 Latham & Watkins 124,738 163 3 2 Goodwin Procter 20,881 150

4 2 Skadden Arps Slate Meagher & Flom 119,608 68 4 3 Cooley 50,116 142

5 37 Shearman & Sterling 106,325 28 5 4 DLA Piper 8,467 128

6 17 Kirkland & Ellis 106,120 231 6 7 Wilson Sonsini Goodrich & Rosati 22,007 125

7 4 Simpson Thacher & Bartlett 101,891 39 7 11 Orrick Herrington & Sutcliffe 9,084 92

8 5 Cleary Gottlieb Steen & Hamilton 91,032 34 8 6 Jones Day 31,186 74

9 21 Davis Polk & Wardwell 88,656 34 9 18 Skadden Arps Slate Meagher & Flom 119,608 68

10 39 Alston & Bird 87,137 27 10 13 Weil Gotshal & Manges 44,022 68

The legal advisor league tables by value and volume have been run from 01/01/2019 to 12/31/2019 and include lapsed and withdrawn deals. The tables are based on advice to a West Coast bidder, target or vendor. States: Alaska, Arizona, California, Colorado, Hawaii, Idaho, Montana, Nevada, New Mexico, Oregon, Utah, Washington, Wyoming. mergermarket.com Mergermarket Deal Drivers Americas FY 2019 68 Midwest

Part of the Acuris report on global M&A activity

Midwest MW

mergermarket.com Mergermarket Deal Drivers Americas FY 2019 69 Midwest

Midwest Overview

Despite several large megadeals in 2019, deal acquisition vehicle led by former Honeywell value and volume in the Midwest dropped chief executive David Cote. respectively in 2019 when compared to DuPont de Nemours’ spin-off of Dow Inc the previous year. Value was down from in a US$41.3bn transaction, part of a complex US$367.2bn to US$285.2bn, with volumes corporate reorganization of the chemicals sliding from 1,180 transactions to 1,037. giant, was the largest Midwest IME deal of Mega not middle the year. Megadeals made the largest contribution Financial focus to headline deal value in the region, with In another US$40bn+ deal in the Midwest, the sixteen largest Midwest transactions Fidelity National Information Services representing 70% of overall deal value. (FIS) acquired Worldpay for US$42.6bn. Activity in the mid-market, however, The payments space across the world has dropped significantly. Combined deal value undergone a busy period of consolidation, for transactions worth US$2bn or less was as incumbents chase scale to protect against down by just under a third on 2018 levels. disruption from new entrants. Deal value, although down, was spread The financial services sector also saw the across a number of sectors, with industrials, Midwest’s third largest deal of the year manufacturing & engineering (IME) making as discount broker The Charles Schwab up 29% of deal value, followed by business Corporation paid US$28.9bn for Omaha- services with a 19% share and financial based competitor TD Ameritrade to create services at 15%. Industrials also accounted for an investment brokerage worth around the largest share of deals by volume at 26%, US$100bn that will be a dominant player followed by technology, media & telecom at in the ETF space. 15% and business services at 14%. The brokerage industry has undergone a Industrial strength deals period of significant change, with providers Private equity firms were active players in dropping commission fees for trading in the the IME sector as buyers and sellers. On race to grow client numbers and assets under the buy-side, Clayton, Dubilier & Rice paid management. US$3.9bn for industrial electronics group Anixter, while on the sell-side Platinum Equity sold industrial automation business Vertiv to GS Acquisition Holdings, a special purpose mergermarket.com Mergermarket Deal Drivers Americas FY 2019 70 Midwest

Illinois, Indiana, Iowa, Kansas, Michigan, Minnesota, Top deals Missouri, Nebraska, North Dakota, Ohio, South Dakota, Wisconsin

Top 15 Announced Deals for Full Year Ending 31 December 2019 — Midwest (Based On Target)

Announced Status Bidder Company Target Company Sector Vendor Company Deal Value Date (US$m)

18-Mar-19 C Fidelity National Information Services Inc Worldpay Inc Business Services 42,584

8-Mar-19 C DuPont de Nemours Inc (Shareholders) Dow Inc Industrials & Chemicals DuPont de Nemours Inc 41,272

25-Nov-19 P The Charles Schwab Corporation TD Ameritrade Holding Corp Financial Services TD Bank Group 28,978

2-Jun-19 C Blackstone Group LP GLP Pte Ltd (US logistics assets) Real Estate GLP Pte Ltd 13,400

8-May-19 C MPLX LP Andeavor Logistics LP (63.58% stake) Energy, Mining, Oil & Gas Marathon Petroleum Corporation 10,288

17-Dec-19 P Tallgrass Energy LP consortium Tallgrass Energy LP (86.8% stake) Energy, Mining, Oil & Gas 6,927

4-Oct-19 C Hess Midstream Partners LP Hess Infrastructure Partners LP Energy, Mining, Oil & Gas Hess Corporation; and Global Infrastructure Partners LLC 6,157

11-Sep-19 P Mirae Asset Global Investments Co Ltd Strategic Hotels & Resorts Inc Real Estate Anbang Insurance Group Co Ltd 5,800

1-Aug-19 C Bain Capital LP; Parthenon Capital Partners; and Bain Capital Ventures Zelis Healthcare Inc; and RedCard Systems LLC Technology, Media & Telecom 5,700

17-Jan-19 C ESL Investments Inc Sears Holdings Corporation Consumer 5,200

10-Dec-19 P GS Acquisition Holdings Corp Vertiv Co Industrials & Chemicals Platinum Equity LLC 5,144

05-Jun-19 C KAR Auction Services Inc (Shareholders) IAA Inc Business Services KAR Auction Services Inc 5,137

11-Jun-19 C A consortium led by Ares Management LLC and Leonard Green & Partners LP Press Ganey Associates Inc Business Services HarbourVest Partners LLC; EQT Partners AB 4,000

30-Oct-19 P Clayton, Dubilier & Rice LLC Anixter International Inc Industrials & Chemicals 3,897

28-Jan-19 C Chemical Financial Corporation TCF Financial Corporation Financial Services 3,536

C= Completed; P= Pending; L= Lapsed

mergermarket.com Mergermarket Deal Drivers Americas FY 2019 71 Midwest

M&A split by deal size M&A split by deal size Value Deal Count

11 400 1,200 12 53 7 1,100 41 11 9 6 13 6 350 50 10 12 16 14 1,000 44 48 39 31 45 30 30 48 30 300 900 348

216 320 800 5 305 US$ 317 US$ 223.6 250 26 252.1 25 393 700

US$ US$ 200 156.4 161.1 600 US$ US$ 305 75.1 Value (US$bn) Value 94.9 Number of deals of Number 500

150

US$ US$ 400 40.1 723 US$ 43 715 US$ 40.4 656 US$ 610 634 100 35.1 US$ 300 55.1 49.5 518 US$ US$ 52 US$ 20.4 US$ 61.3 398 US$ 55 200 US$ 54.4 US$ US$ 50 30.8 US$ 38.1 47.7 US$ 22.6 US$ US$ 12 US$ US$ US$ 16.1 100 13 11.7 11.5 13.1 US$ US$ US$ US$ US$ US$ US$ 20.1 31 19.8 19.8 23.1 23.2 14.9 0 0 2013 2014 2015 2016 2017 2018 2019 2013 2014 2015 2016 2017 2018 2019

$5m - $250m $251m - $500m $501m - $2,000m Value not disclosed $5m - $250m $251m - $500m $2,001m - $5,000m > $5,001m $501m - $2,000m $2,001m - $5,000m > $5,001m

mergermarket.com mergermarket.com Mergermarket industry of the target. is inthe Midwest. Industry sector is based onthe dominant were withdrawn, where the dominant location of the target Based onannounced deals, excluding those that lapsed or Value Mix of deals by industry sector Value (US$bn) 60 90 40 50 30 80 20 70 10 0 US$ 81.9 Industrials, Manufacturing & Engineering US$ 41.9 Financial Services US$ 55.4 Business Services US$ 13.5 Consumer Deal Drivers Americas US$ Energy, Mining, Oil & Gas 38 US$ Technology, Media & Telecom 16.1 US$ Leisure 5.2 US$ Transportation 2.7 US$ 10.8 Life Sciences & Healthcare Midwest FY 2019 0.03 US$ Construction US$ 19.2 Real Estate US$ Defense 0.1 US$ Agriculture 0.4 industry of the target. is inthe Midwest. Industry sector is based onthe dominant were withdrawn, where the dominant location of the target Based onannounced deals, excluding those that lapsed or Count Deal Mix of deals by industry sector Number of deals 300 200 250 100 150 50 0 268 Industrials, Manufacturing & Engineering 104 Financial Services

Business Services 146

Consumer 96

Energy, Mining, Oil & Gas 49 160 Technology, Media & Telecom

Leisure 32

Transportation 43

Life Sciences & Healthcare 98

Construction 28

Real Estate 4

Defense 5

Agriculture 4 72 mergermarket.com Mergermarket is inthe Midwest. were withdrawn, where the dominant location of the target Based onannounced deals, excluding those that lapsed or Value Quarterly M&Aactivity Value (US$m) 100,000 150,000 125,000 50,000 25,000 75,000 Deal Value 0 Q1 Q2 2013 Q3 Q4 Q1 Moving average trend line Q2 2014 Q3 Q4 Deal Drivers Americas Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 Q2 2017 Q3 Midwest FY 2019 Q4 Q1 Q2 2018 Q3 Q4 Q1 Q2 2019 Q3 Q4 is inthe Midwest. were withdrawn, where the dominant location of the target Based onannounced deals, excluding those that lapsed or Count Deal Quarterly M&Aactivity Number of deals Deal Count Deal 300 200 250 100 225 150 275 125 175 50 25 75 0 Q1 Q2 2013 Q3 Q4 Moving average trend line Q1 Q2 2014 Q3 Q4 Q1 Q2 2015 Q3 Q4 Q1 Q2 2016 Q3 Q4 Q1 Q2 2017 Q3 Q4 Q1 Q2 2018 Q3 Q4 Q1 Q2 2019 Q3 Q4 73 Mergermarket Deal Drivers Americas FY 2019 74 Midwest

League tables

Financial advisors by value Financial advisors by deal count

2019 2018 Company Name Value Number 2019 2018 Company Name Value Number (USD m) of Deals (USD m) of Deals

1 1 Goldman Sachs & Co 322,849 62 1 1 Goldman Sachs & Co 322,849 62

2 4 JPMorgan 307,687 44 2 2 Houlihan Lokey 4,617 49

3 8 Evercore 232,292 33 3 3 Robert W. Baird & Co 11,493 45

4 2 Morgan Stanley 212,575 40 4 8 JPMorgan 307,687 44

5 6 Credit Suisse 172,370 28 5 9 William Blair & Company 10,906 41

6 9 Bank of America 128,565 28 6 7 Lincoln International 365 41

7 12 PJT Partners 118,083 8 7 5 Morgan Stanley 212,575 40

8 10 Barclays 116,834 37 8 4 Barclays 116,834 37

9 11 Citi 87,372 32 9 12 Stifel/KBW 8,295 37

10 3 Centerview Partners 54,078 5 10 11 Jefferies 36,187 35

The financial advisor league tables by value and volume have been run from 01/01/2019 to 12/31/2019 and exclude lapsed and withdrawn deals. The tables are based on advice to a Midwest bidder, target or vendor. States: Illinois, Indiana, Iowa, Kansas, Michigan, Minnesota, Missouri, Nebraska, North Dakota, Ohio, South Dakota, Wisconsin. Legal advisors by value Legal advisors by deal count

2019 2018 Company Name Value Number 2019 2018 Company Name Value Number (USD m) of Deals (USD m) of Deals

1 8 Davis Polk & Wardwell 231,790 33 1 1 Kirkland & Ellis 182,913 199

2 15 Kirkland & Ellis 182,913 199 2 2 Jones Day 31,924 100

3 2 Skadden Arps Slate Meagher & Flom 162,467 40 3 3 DLA Piper 3,387 68

4 5 Weil Gotshal & Manges 154,313 34 4 13 Latham & Watkins 103,036 66

5 3 Wachtell, Lipton, Rosen & Katz 127,877 13 5 16 Ropes & Gray 17,726 59

6 6 Simpson Thacher & Bartlett 115,363 25 6 4 Sidley Austin 27,216 47

7 49 Debevoise & Plimpton 105,963 20 7 12 McGuireWoods 9,105 43

8 16 Latham & Watkins 103,036 66 8 14 Winston & Strawn 5,750 42

9 46 Slaughter and May 96,408 5 9 6 Skadden Arps Slate Meagher & Flom 162,467 40

10 357 Matheson 93,970 4 10 5 McDermott Will & Emery 1,718 39

The legal advisor league tables by value and volume have been run from 01/01/2019 to 12/31/2019 and include lapsed and withdrawn deals. The tables are based on advice to a Midwest bidder, target or vendor. States: Illinois, Indiana, Iowa, Kansas, Michigan, Minnesota, Missouri, Nebraska, North Dakota, Ohio, South Dakota, Wisconsin. mergermarket.com Mergermarket Deal Drivers Americas FY 2019 75 South

Part of the Acuris report on global M&A activity

South S

mergermarket.com Mergermarket Deal Drivers Americas FY 2019 76 South

South Overview

Dealmaking in the South slid to its lowest level Technology, media & telecom (TMT) was the since 2016, with value falling from US$584.9bn next largest sector by value (16.3%), with in 2018 levels to US$468.3bn and volume deals including Disney’s sale of 21 regional Fox down from 2,066 to 1,852 transactions. Sports networks to Sinclair Broadcast Group and Apollo’s buyout of Tech Data Corporation Energy up lifting TMT value in the South to US$76.4bn. The energy, mining, oil & gas (EMOG) sector was once again a key contributor to headline Financial muscle deal value, with its US$111.6bn worth of Financial services deals generated a similar deals accounting for just under a quarter of amount (US$75.9bn) of value. BB&T’s purchase the region’s overall deal value. Occidental of SunTrust Banks in a US$28.09bn deal, Petroleum’s blockbuster US$54.3bn takeover driven by looser banking rules under the Trump of Anadarko Petroleum, which it won after administration and the opportunity to lock in prevailing in a bidding war against Chevron, synergies, was the largest deal in the sector in made up a big chunk of the energy sector’s the South, followed by Centene Corporation’s deal value. Other big energy deals, such US$15.36bn purchase of health insurer as IFM’s US$10.2bn acquisition of Buckeye WellCare, which makes Centene one of the Partners, also crossed the line. five largest providers in the US. Industrial strength On the deal volume side, figures broke down The industrials, manufacturing & engineering along similar lines, with TMT, IME and EMOG (IME) sector secured deals worth US$87.1bn among the four largest sectors by volume. to come in as the next largest sector by Business services, which was down the rankings value with an 18.6% share. Du Pont Nemour’s on value (US$58bn for a 12.4% share), however, ongoing corporate reorganization was a major was among the most active sectors when it contributor to this total, with the chemicals came to volume, with its 302 transactions conglomerate spinning off its nutrition and accounting for 16.3% of deal volumes, trailing biosciences division to International Flavors & only TMT, which recorded 338 deals. Fragrances in a US$26.2bn deal and carving out its stake in agriscience group Corteva in a US$21.9bn deal that gave Corteva its independence as a public company. Ingersoll- Rand’s divestiture of its industrial arm to Gardner Denver in a US$7.7bn transaction also lifted value in the sector. mergermarket.com Mergermarket Deal Drivers Americas FY 2019 77 South

Alabama, Arkansas, Delaware, District of Columbia, Top deals Florida, Georgia, Kentucky, Louisiana, Maryland, Mississippi, North Carolina, Oklahoma, South Carolina, Tennessee, Texas, Virginia, West Virginia

Top 15 Announced Deals for Full Year Ending 31 December 2019 — South (Based On Target)