Half-Year DEAL Edition DRIVERS AMERICAS The comprehensive review of mergers and acquisitions throughout the Americas. 2014

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CONTENTS

Foreword 04 Technology, Media & Telecom 30 New England 58 Americas Heat Chart 05 Life Sciences & Healthcare 34 Latin America 62 All Sectors 06 Canada 38 About Merrill Corporation 66 and Merrill Datasite® Financial Services 14 West 42 Industrials, Manufacturing & Engineering 18 Midwest 46 Merrill Corporation Contacts 68

Energy, Mining, Oil & Gas 22 South 50 Notes 70 Consumer 26 Mid-Atlantic 54

ABOUT MERGERMARKET

Mergermarket is an independent Mergers and Acquisitions (M&A) intelligence service with an unrivaled network of dedicated M&A journalists based in 62 locations across the Americas, Europe, Asia-Pacific, the Middle-East and Africa. Unlike any other service of its kind, Mergermarket specializes in providing forward- looking origination and deal flow opportunities integrated with a comprehensive deals database- resulting in real revenues for clients. Visit www.mergermarket.com.

DEAL DRIVERS – AMERICAS 04

FOREWORD

Welcome to the half-year 2014 edition of Deal Drivers Americas acquisition targets abroad. These firms are trying to stay ahead of published by Mergermarket in association with Merrill DataSite™. the competition by accessing cash overseas while strengthening This report provides a thorough examination and analysis of M&A their R&D departments through M&A. activity in North America and Latin America while also providing an in-depth view of recent trends and an outlook on some of the STIFF COMPETITION DAMPEN PE ACTIVITY M&A deal drivers in 2014. The first half of 2014 saw the number of North American buyouts reach 432 buyouts worth US$80bn from 371 transactions worth The first half of 2014 saw North American M&A reach 2,664 deals US$92bn in H1 2013, a 16% rise in volume and a 13% decrease in worth US$749bn from 2,109 transactions worth US$399bn in H1 value. Evidently the growth in the number of private equity deals 2013, a 26% rise in volume and 88% in value. compared to last year is not as extensive as the overall US M&A numbers. One factor that might be dampening activity for private This year’s activity boost suggests that the M&A revival that equity firms is competition from strategic buyers who are generally dealmakers have been waiting for has finally come to fruition. more willing to pay higher prices for assets and use stock-swaps Factors conducive to dealmaking, such as cash-rich corporates since the equity markets are doing so well. There is also the fact and low interest rates, were already in place over the last three that the mega buyouts of 2013 — ketchup maker HJ Heinz and years. What makes 2014 different? This time around the game computer company Dell — drove the value of private equity activity changer is CEO and boardroom confidence; these leaders are the upward in H1 2013. driving forces behind US companies’ renewed acquisitive stance. As firms continue to purchase targets that will help boost product However, there is still reason to be optimistic about private equity offerings and expand geographically, executives’ competitive streaks activity. For one, these firms continue to have a considerable are kicking in and have resulted in a market that is in the midst of amount of dry powder that they are eager to deploy. Exits also a buying spree. The specter of the European crisis and lingering increased considerably in terms of volume and value from H1 2013. uncertainty over the state of the economy that hovered over the US Mergermarket data shows that the first half of the year saw 485 M&A market in recent years have faded into the background as the exits worth US$156bn versus 319 exits worth US$53bn in H1 2013. market finally experiences its long-awaited turnaround. Additionally, the fundraising environment is looking rosy with most private equity funds hitting their targets. These factors are likely THINK BIG WITH TMT, LIFE SCIENCES AND HEALTHCARE going to positively influence future private equity activity. The life sciences and healthcare as well as TMT sectors dominated the top ten deals in H1 2014, considerably raising the overall value of OUTLOOK deals in North America. TMT had the top two deals with the highest The first half of the year witnessed an uptick in M&A activity values during the period while drug-related transactions saw five characterized by many as a revival — an event that dealmakers have deals in the top 10. been awaiting and predicting for at least three years now. Although some factors that should have spurred increased M&A have been Large-cap telecommunications deals — Comcast’s US$68bn present in recent years, the catalyst that has differentiated the first purchase of Time Warner Cable and AT&T’s US$65bn acquisition half of 2014 is the leadership in many corporations now having the of DIRECTV — led overall transactions in the first half. Through necessary confidence to pursue acquisitions. The next question is these acquisitions, both Comcast and AT&T are trying to grow their whether this so-called comeback is sustainable or just a part of the customer bases in cable, broadband and wireless internet services. cyclical ebb and flow of dealmaking. As consumers increasingly watch TV by live-streaming through their mobile devices, these companies have to constantly innovate, ramp up their distribution networks and offer increased connectivity between devices.

The five Life Sciences and Healthcare deals, which include Medtronic’s almost US$46bn acquisition of Covidien, have all been driven by one common trend — companies wanting to lessen their tax burdens through corporate tax inversion. US firms, with biotech and pharmaceutical companies leading the way, are purchasing companies overseas to change their domiciles to countries like the UK and Ireland where tax-related expenses and rules are much less onerous than those in the US. What makes these companies particularly inclined toward doing tax inversion deals is the global nature of the industry that makes it easier to find attractive

DEAL DRIVERS – AMERICAS 05

AMERICAS HEAT CHART

The Heat Chart represents ‘companies for sale’ stories written Latin American activity is projected to develop particularly in the in H1 2014, based on Mergermarket proprietary intelligence. The Consumer sector linked to the increase in spending as the middle Heat Chart therefore serves as a barometer of potential deal flow class grows, incomes rise and urbanization occurs. in specific regions and sectors across the Americas. Keep an eye on the TMT and Consumer sectors, as well as regional ‘Companies for Sale’ stories written in the first half of 2014 totaled activity in the West, Midwest and Mid-Atlantic. 3,924. Sectors ripe for consolidation include TMT, Consumer and Energy, Mining and Utilities. Spurred perhaps by the TMT megadeals earlier this year, many companies are putting themselves on the block, hoping for attractive valuations.

Regionally, the West replaced the South as the hottest region with a total of 893 stories. The South, however, was not too far behind with a total of 887, while the Midwest ranked third with 632.

AMERICAS HEAT CHART - INTELLIGENCE

Sector West South Midwest Mid-Atlantic LatAm New England Canada Total

TMT 293 150 90 134 55 59 35 816

Consumer 112 91 91 88 99 14 30 525

Energy/Mining/Utilities 114 152 64 41 65 9 75 520

Industrials & Chemicals 67 97 154 56 66 36 24 500

Life Sciences & Healthcare 74 83 65 76 22 63 13 396

Business Services 93 101 54 38 37 21 14 358

Financial Services 58 88 49 66 22 36 12 331

Leisure 38 40 18 27 23 11 15 172

Construction 10 25 11 11 15 7 10 89

Transportation 11 19 14 13 18 4 1 80

Defence 10 30 8 10 0 9 0 67

Real Estate 7 7 3 9 7 1 3 37

Agriculture 5 3 7 0 5 0 4 24

Other 1 1 2 1 0 0 0 5

Government 0 0 2 0 1 0 1 4

Total 893 887 632 570 435 270 237 3,924

Hot Warm Cold The intelligence Heat Chart is based on ‘Companies for Sale’ tracked by Mergermarket in (USA and Canada) between 01/01/2014 and 99 66 33 06/30/2014. Opportunities are captured according to the dominant geography and sector of the potential target company. For definition

88 55 22 of states within regions, see page 70 (Note to Heat Chart).

77 44 11

Note: Mergermarket’s Heat Chart of predicted deal flow is based on the intelligence collected in our database relating to companies rumored to be up for sale, or officially up for sale in the Americas region. It is therefore indicative of areas that are likely to be active in the months to come. The intelligence comes from a range of sources, including press reports, company statements and our own team of journalists gathering proprietary intelligence from M&A practitioners across the region. The data does not differentiate between small and large transactions, nor between deals that could happen in the short or long-term.

DEAL DRIVERS – AMERICAS 06 ALL SECTORS

ALL SECTORS

Market confidence supports more announced plans to acquire Time Warner it was called off this month. The deal could megadeals Cable for US$68.5bn. AT&T joined in on have been valued at well over US$32bn. the fun shortly thereafter announcing a Deal activity in North America is expected nearly US$65.5bn bid for DirecTV. And most As compared to performance in Europe to continue through the remainder of the recently, Time Warner rebuffed an US$80bn and Asia, the relative attractiveness of year at a pace that suggests M&A levels are bid by Rupert Murdoch’s 21st Century Fox. investment, particularly in the US, has inching closer to levels last seen before the risen over the last six months, Lee said. financial crisis in 2007, investment bankers Other sectors, including pharmaceuticals and corporate attorneys said. and medicals devices, also saw their share Several headline grabbing transactions of mega M&A deals. Medtronic agreed to have been structured as inversion deals in Several key variables that are conducive purchase Dublin-based Covidien in a deal an effort by US companies to move their to M&A – notably strong equity markets, worth US$45.9bn. Pfizer was forced to walk domiciles to countries with lower tax rates. a favorable financing environment and away from its £70bn bid for UK-domiciled Dealmakers said these deals are expected corporations with strong balance sheets – AstraZeneca, although there is chatter the to continue, but there has to be strategic will likely incentivize strategics to undertake parties may return to talks later this year. In rationales for transactions in addition to not only tuck-in deals, but, in many cases, addition, Allergan is in the midst of fending cost savings. transformative transactions. off a US$45.2bn hostile bid from Valeant Pharmaceuticals and Bill Ackman’s Pershing “Many multinational corporations that are “While many of these components have been Square Capital Management. based in the United States are holding in place for quite some time, what we’ve large amounts of cash offshore that can seen in the first half of this year – and I’m Patrick Ramsey, co-head of Americas be difficult to repatriate in a tax-efficient cautiously optimistic that this will continue M&A at Bank of America Merrill Lynch, manner,” Sibbett said. “Acquiring non-US throughout the next six months – is an highlighted that the uplift in activity has been assets is one way for these corporates to put increase in decision makers’ confidence,” said broad based across sectors, with healthcare that cash to work more efficiently. But it’s Benjamin Sibbett, a partner at Clifford Chance. and TMT having been especially active this not solely the cash surplus held offshore that year over last. “We are on a similar pace of is driving dealmaking. The transaction still There’s a tremendous uptick in confidence US$10bn deals that we saw in 2007, the last has to make strategic sense.” levels among executives and boards to go peak, and we have seen a high velocity of out and seek transactions, said Dan Lee, deal announcements greater than US$500m by Takashi Toyokawa and Bhavna Kaul managing director at Macquarie Capital. this year with an acceleration in the last “When you look at it from a macro level, I quarter,’’ Ramsey said. think there’s every reason that we should expect this trend to continue looking into Pankaj Sinha, a partner at Skadden, Arps, the second half.” Slate, Meagher & Flom, noted that recent deals have been different from the leveraged Leon Kalvaria, vice chairman of Citigroup’s buyout fever that markets saw in 2007. Now Institutional Clients Group, also attributed there are many more strategics pursuing the uptick in M&A activity to improved CEO deals rather than private equity firms. In the confidence, adding that current stock price pharmaceuticals space, for instance, there levels are enabling companies to pursue are considerable strategic rationales to do acquisitions in new growth areas rather deals, Sinha said. than having them focus on cutting costs and rationalizing portfolios. Aside from deals in the domestic marketplace, cross-border activity levels, both inbound and The market tends to reward corporates outbound, are also expected to continue pace that pursue sound strategic deals that are during the second half. Inbound deals into properly structured and priced, providing North America increased more than 320% them with more confidence to undertake to US$131bn the first six months of the year, further acquisitions, Kalvaria said. according to Mergermarket data.

A number of deals over the US$10bn mark Japan-based SoftBank subsidiary Sprint’s have grabbed headlines in recent months, plans to acquire mobile carrier T-Mobile US led by media and telecom firms. Comcast was one of the deals that stood out before

DEAL DRIVERS – AMERICAS -ALL SECTORS 07

ALL SECTORS TOP 20 ANNOUNCED DEALS FOR YEAR ENDING 30 JUNE 2014 (ANY NORTH AMERICA INVOLVEMENT)

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

13-Feb-14 P Comcast Corporation Time Warner Cable Inc TMT 68,492 18-May-14 P AT&T Inc DIRECTV TMT 65,495 15-Jun-14 P Medtronic Inc Covidien Plc Life Sciences & Healthcare 45,894 18-Jun-14 P Valeant Pharmaceuticals International Inc Allergan Inc (90.29% Stake) Life Sciences & Healthcare 45,194 18-Feb-14 C Actavis plc Forest Laboratories Inc Life Sciences & Healthcare 23,126 19-Feb-14 P Facebook Inc WhatsApp Inc TMT Sequoia Capital 16,000 13-Jan-14 C Suntory Holdings Limited Beam Inc Consumer 15,428 06-May-14 P Bayer AG Merck & Co (Consumer care business) Life Sciences & Healthcare Merck & Co Inc 14,200 24-Apr-14 P Zimmer Holdings Inc Biomet Inc Life Sciences & Healthcare 13,350 30-Apr-14 P Exelon Corporation Pepco Holdings Inc Energy, Mining, Oil & Gas 12,186 23-Jun-14 P Wisconsin Energy Corporation Integrys Energy Group Inc Energy, Mining, Oil & Gas 9,037 06-Mar-14 P Albertsons LLC Safeway Inc Consumer 7,871 16-Jun-14 P Level 3 Communications Inc TW Telecom Inc TMT 7,381 28-Apr-14 P Charter Communications Inc Time Warner Cable Inc (Cable systems TMT Comcast Corporation 7,300 serving 1.4m customers) 23-Jan-14 C McKesson Corporation Celesio AG (75.93% Stake) Business Services Franz Haniel & Cie GmbH; and 6,822 Elliott Management Corporation 12-May-14 L Hillshire Brands Co Pinnacle Foods Inc Consumer Blackstone Group LP 6,618 10-Apr-14 C SLM Corporation (Shareholders) Navient Corporation Financial Services Sallie Mae Inc 6,430 14-Apr-14 P Teachers Insurance and Annuity Nuveen Investments Inc Financial Services Madison Dearborn Partners LLC 6,250 Association of America-College Retirement Equities Fund 15-Jun-14 C Williams Companies Inc Access Midstream Partners LP (25% Energy, Mining, Oil & Gas Global Infrastructure Partners II 5,995 Stake); and Access Midstream Partners GP LLC (50% Stake) 04-Jun-14 P The Dai-ichi Life Insurance Company Protective Life Corporation Financial Services 5,708

C= Completed; P= Pending; L= Lapsed

DEAL DRIVERS – AMERICAS - ALL SECTORS 08

ALL SECTORS MIX OF GLOBAL M&A DEALS BY GEOGRAPHIC REGION

VALUE VOLUME

USA 5.7% 5.9% Canada 30.9% Western Europe 17.0% 21.7% Northern Europe

Central & Eastern Europe 45.1% 3.9% Southern Europe 1.9% Asia-Pacific 3.0% 6.2% 3.9% Rest of World 4.1%

5.3% 20.9% 2.6% 22.1%

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

MIX OF NORTH AMERICAN DEALS BY INDUSTRY SECTOR

VALUE VOLUME

Industrials, Manufacturing & Engineering 1.2% 0.1% 0.9% 0.3% 0.7% Financial Services 0.7% 7.4% 2.5% 10.0% 17.7% 6.3% Business Services 20.6% 1.9% Consumer 5.1% 3.3% Energy, Mining, Oil & Gas 0.6% 9.6% 8.4% TMT 1.6% Leisure 20.2% Transportation 12.2% Life Sciences & Healthcare 15.9% 32.0% Construction 8.9% Real Estate 11.9% Defense Agriculture

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

DEAL DRIVERS – AMERICAS - ALL SECTORS 09

ALL SECTORS NORTH AMERICAN BUYOUTS NORTH AMERICAN EXITS

150,000 1,100 180,000 850 800 1,000 160,000 750 125,000 900 700 140,000 650 800 600 100,000 120,000 700 550 Volume 500 Volume 100,000 600 450 75,000 400 500 80,000 350

Value (US$m) Value 400 (US$m) Value 300 50,000 60,000 250 300 40,000 200 25,000 200 150 20,000 100 100 50 0 0 0 0 2008 2009 2010 2011 2012 2013 H1 2014 2008 2009 2010 2011 2012 2013 H1 2014 Year Ended Year Ended Value Volume (US$m)

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

TRANSATLANTIC DEALS

VALUE VOLUME

150,000 275

250

120,000 225 200

175 90,000 150

125 Volume 60,000

Value (US$m) Value 100

75

30,000 50

25

0 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 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 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 14 14 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 14 14 Quarter Ended Quarter Ended

Total Euro/North North American European bidder American deals bidder acquiring acquiring a North Based on dominant location of target and bidder and excludes all buyouts. a European target American target

DEAL DRIVERS – AMERICAS - ALL SECTORS 10

ALL SECTORS NORTH AMERICAN M&A SPLIT BY DEAL SIZE

VALUE VOLUME

1,000 5,000 25 28 4,500 29 66 900 29 24 273 47 36 60 238 315.2 45 208 227 198 800 4,000 153 232 173 230 342.7 403.3 218 700 256.2 3,500 22 1,664 1,582 415.0 108 32 600 3,000 1,823 119 1,624 1,679 207.8 350.9 21 447.2 42 138 500 143.8 192.2 147.9 2,500 1,331 153 Volume 400 118.0 2,000

Value (US$bn) Value 889 268.6 123.8 300 223.4 189.6 232.9 1,500 101.0 2,370 147.4 2,319 2,050 200 143.5 1,000 1,957 2,039 100.7 1,552 62.0 78.8 82.3 80.0 70.4 1,366 100 41.5 54.1 500 104.5 107.6 105.0 102.0 70.9 102.6 61.4 0 0 2008 2009 2010 2011 2012 2013 H1 2014 2008 2009 2010 2011 2012 2013 H1 2014

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

NORTH AMERICAN QUARTERLY M&A ACTIVITY

VALUE VOLUME

450,000 1,400 1,300 400,000 1,200 350,000 1,100 1,000 300,000 900

250,000 800 700 200,000 Volume 600

Value (US$m) Value 500 150,000 400 100,000 300 200 50,000 100 0 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 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 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 14 14 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 14 14 Quarter Ended Quarter Ended Moving average trend line

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

DEAL DRIVERS – AMERICAS - ALL SECTORS 11

ALL SECTORS FINANCIAL ADVISERS

TOP 20 – RANKED BY VALUE TOP 20 – RANKED BY VOLUME

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2013 2014 (US$m) of Deals 2013 2014 (US$m) of Deals

2 1 Goldman Sachs 394,019 130 1 1 Goldman Sachs 394,019 130 5 2 Morgan Stanley 321,069 94 3 2 Morgan Stanley 321,069 94 3 3 Bank of America Merrill Lynch 296,458 90 4 3 Bank of America Merrill Lynch 296,458 90 1 4 JPMorgan 246,951 90 2 4 JPMorgan 246,951 90 7 5 Barclays 237,201 82 9 5 Barclays 237,201 82 8 6 Citi 184,877 77 6 6 Citi 184,877 77 9 7 Lazard 145,077 64 12 7 RBC Capital Markets 92,512 67 11 8 Centerview Partners 117,183 20 5 8 Lazard 145,077 64 6 9 Credit Suisse 107,147 63 7 9 Credit Suisse 107,147 63 16 10 RBC Capital Markets 92,512 67 10 10 Houlihan Lokey 21,681 57 4 11 Deutsche Bank 86,280 49 8 11 Deutsche Bank 86,280 49 92 12 Allen & Company 86,102 9 11 12 Jefferies 22,179 48 - 13 Paul J. Taubman 75,792 3 16 13 Evercore Partners 32,043 46 47 14 Perella Weinberg Partners 53,017 11 13 14 Stifel/KBW 6,542 45 14 15 UBS Investment Bank 49,712 31 15 15 Raymond James & Associates 3,454 43 17 16 Greenhill & Co 41,310 14 17 16 KPMG 3,680 37 13 17 Evercore Partners 32,043 46 22 17 Wells Fargo Securities 24,644 34 15 18 Wells Fargo Securities 24,644 34 21 18 Sandler O'Neill & Partners 3,403 34 136 19 Mizuho Financial Group 23,685 5 29 19 Robert W. Baird & Co 6,288 33 18 20 Jefferies 22,179 48 20 20 PwC 7,083 32

The financial adviser league tables by value and volume have been run from 01/01/2014 to the 06/30/2014, excluding lapsed and withdrawn deals. The tables are based on advice to a North American bidder, target or vendor and cover all sectors.

LEGAL ADVISERS

TOP 20 – RANKED BY VALUE TOP 20 – RANKED BY VOLUME

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2013 2014 (US$m) of Deals 2013 2014 (US$m) of Deals

4 1 Skadden Arps Slate Meagher & Flom 310,866 78 2 1 Kirkland & Ellis 110,042 161 12 2 Simpson Thacher & Bartlett 236,071 60 1 2 Latham & Watkins 178,012 124 6 3 Sullivan & Cromwell 234,531 47 3 3 Jones Day 113,234 115 7 4 Weil Gotshal & Manges 185,959 73 4 4 DLA Piper 20,892 83 1 5 Latham & Watkins 178,012 124 5 5 Skadden Arps Slate Meagher & Flom 310,866 78 20 6 Cleary Gottlieb Steen & Hamilton 166,977 30 8 6 Weil Gotshal & Manges 185,959 73 5 7 White & Case 149,475 61 9 7 O'Melveny & Myers 16,632 67 2 8 Davis Polk & Wardwell 131,928 49 26 8 Cooley 6,661 63 3 9 Wachtell, Lipton, Rosen & Katz 115,464 36 6 9 White & Case 149,475 61 22 10 Jones Day 113,234 115 15 10 Norton Rose Fulbright 20,619 61 13 11 Kirkland & Ellis 110,042 161 19 11 Simpson Thacher & Bartlett 236,071 60 14 12 Freshfields Bruckhaus Deringer 109,807 42 22 12 Baker & McKenzie 36,647 60 49 13 Paul Weiss Rifkind Wharton & Garrison 105,619 46 7 13 Stikeman Elliott 29,563 54 15 14 Willkie Farr & Gallagher 101,180 42 12 14 Morgan Lewis & Bockius 25,971 54 24 15 Debevoise & Plimpton 94,110 23 46 15 Fenwick & West 22,423 52 16 16 Blake, Cassels & Graydon 87,438 44 28 16 Goodwin Procter 10,172 51 18 17 Shearman & Sterling 86,912 44 14 17 Wilson Sonsini Goodrich & Rosati 9,167 50 29 18 Arthur Cox 78,308 9 13 18 Davis Polk & Wardwell 131,928 49 35 19 Osler, Hoskin & Harcourt 73,763 37 18 19 Sullivan & Cromwell 234,531 47 101 20 Arnold & Porter 70,848 16 32 20 Ropes & Gray 43,903 47

The legal adviser league tables by value and volume have been run from 01/01/2014 to the 06/30/2014 and include lapsed and withdrawn deals. The tables are are based on advice to a North American bidder, target or vendor and cover all sectors.

DEAL DRIVERS – AMERICAS - ALL SECTORS 12

ALL SECTORS FINANCIAL ADVISERS – MID-MARKET (US$5M-US$250M)

TOP 20 – RANKED BY VALUE TOP 20 – RANKED BY VOLUME

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2013 2014 (US$m) of Deals 2013 2014 (US$m) of Deals

7 1 Stifel/KBW 3,139 30 1 1 Stifel/KBW 3,139 30 3 2 JPMorgan 2,577 15 11 2 RBC Capital Markets 1,835 24 24 3 Sandler O'Neill & Partners 2,118 22 12 3 Sandler O'Neill & Partners 2,118 22 10 4 Houlihan Lokey 1,924 15 2 4 Raymond James & Associates 1,629 20 15 5 Macquarie Group 1,883 14 25 5 PwC 1,635 16 11 6 Morgan Stanley 1,851 11 8 6 JPMorgan 2,577 15 21 7 William Blair & Company 1,842 15 5 7 Houlihan Lokey 1,924 15 9 8 RBC Capital Markets 1,835 24 20 8 William Blair & Company 1,842 15 4 9 Goldman Sachs 1,834 11 19 9 Macquarie Group 1,883 14 35 10 PwC 1,635 16 17 10 Deloitte 780 14 5 11 Raymond James & Associates 1,629 20 39 11 TD Securities 1,522 12 17 12 Bank of America Merrill Lynch 1,546 11 16 12 Moelis & Company 1,276 12 45 13 TD Securities 1,522 12 15 13 Morgan Stanley 1,851 11 6 14 Evercore Partners 1,486 11 9 14 Goldman Sachs 1,834 11 44 15 Robert W. Baird & Co 1,424 11 23 15 Bank of America Merrill Lynch 1,546 11 18 16 Moelis & Company 1,276 12 14 16 Evercore Partners 1,486 11 46 17 Stephens 1,215 9 45 17 Robert W. Baird & Co 1,424 11 13 18 Citi 1,207 9 13 18 KPMG 922 11 14 19 Lazard 1,174 8 3 19 Jefferies 1,169 10 1 20 Jefferies 1,169 10 32 20 Wells Fargo Securities 1,130 10

The financial adviser small-cap league tables by value and volume have been run from 01/01/2014 to the 06/30/2014, excluding lapsed and withdrawn deals. The tables are are based on advice to a North American bidder, target or vendor and cover all sectors.

LEGAL ADVISERS – MID-MARKET (US$5M-US$250M)

TOP 20 – RANKED BY VALUE TOP 20 – RANKED BY VOLUME

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2013 2014 (US$m) of Deals 2013 2014 (US$m) of Deals

1 1 Latham & Watkins 3,135 25 8 1 Cooley 2,828 29 11 2 Cooley 2,828 29 4 2 Wilson Sonsini Goodrich & Rosati 2,506 28 2 3 Kirkland & Ellis 2,632 25 2 3 DLA Piper 1,555 27 13 4 Wilson Sonsini Goodrich & Rosati 2,506 28 5 4 Norton Rose Fulbright 1,840 26 31 5 Goodwin Procter 2,346 24 1 5 Latham & Watkins 3,135 25 41 6 Baker & McKenzie 2,220 23 6 6 Kirkland & Ellis 2,632 25 25 7 Gibson Dunn & Crutcher 2,017 15 29 7 Goodwin Procter 2,346 24 4 8 Jones Day 1,933 23 22 8 Baker & McKenzie 2,220 23 8 9 Vinson & Elkins 1,863 15 3 9 Jones Day 1,933 23 9 10 Norton Rose Fulbright 1,840 26 10 10 O'Melveny & Myers 1,400 23 10 11 Akin Gump Strauss Hauer & Feld 1,695 16 44 11 Fenwick & West 1,106 19 3 12 DLA Piper 1,555 27 54 12 Bryan Cave 1,467 17 53 13 Bryan Cave 1,467 17 25 13 Greenberg Traurig 1,306 17 20 14 O'Melveny & Myers 1,400 23 26 14 Akin Gump Strauss Hauer & Feld 1,695 16 34 15= Davis Polk & Wardwell 1,311 12 35 15 Gibson Dunn & Crutcher 2,017 15 21 15= Weil Gotshal & Manges 1,311 12 19 16 Vinson & Elkins 1,863 15 24 17 Greenberg Traurig 1,306 17 14 17 Stikeman Elliott 1,242 15 40 18 Borden Ladner Gervais 1,305 12 24 18 K&L Gates 1,151 14 32 19 Allen & Overy 1,303 11 7 19 Blake, Cassels & Graydon 911 14 19 20 Stikeman Elliott 1,242 15 23 20 Gowling Lafleur Henderson 457 14

The legal adviser small-cap league tables by value and volume have been run from 01/01/2014 to the 06/30/2014 and include lapsed and withdrawn deals. The tables are are based on advice to a North American bidder, target or vendor and cover all sectors.

DEAL DRIVERS – AMERICAS - ALL SECTORS 13

ALL SECTORS PR ADVISERS

TOP 20 – RANKED BY VALUE TOP 20 – RANKED BY VOLUME

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2013 2014 (US$m) of Deals 2013 2014 (US$m) of Deals

2 1 Joele Frank Wilkinson Brimmer Katcher 201,843 58 1 1 Sard Verbinnen & Co 182,005 75 1 2 Brunswick Group 188,383 48 4 2 Joele Frank Wilkinson Brimmer Katcher 201,843 58 3 3 Sard Verbinnen & Co 182,005 75 2 3 Kekst (Publicis/MSLGROUP) 62,359 52 4 4 Abernathy MacGregor Group (AMO) 126,077 38 5 4 Brunswick Group 188,383 48 9 5 FTI Consulting 86,714 31 6 5 Abernathy MacGregor Group (AMO) 126,077 38 5 6 Kekst (Publicis/MSLGROUP) 62,359 52 3 6 FTI Consulting 86,714 31 13 7 RLM Finsbury 26,249 12 11 7 Owen Blicksilver Public Relations 11,134 23 48 8 Ashton Consulting 24,694 4 7 8 ICR (Integrated Corporate Relations) 9,295 23 34 9 Owen Blicksilver Public Relations 11,134 23 10 9 Edelman 4,889 20 - 10 Grupo Albion 10,332 2 14 10 Chris Tofalli Public Relations 3,362 17 8 11 ICR (Integrated Corporate Relations) 9,295 23 22 11 Tulchan Communications 4,441 15 16 12 Weber Shandwick Worldwide 8,921 4 20 12 BackBay Communications 1,338 15 36 13 CNC (Publicis/MSLGROUP) 6,822 2 8 13 RLM Finsbury 26,249 12 25 14 Hill+Knowlton Strategies 6,540 4 18 14 MHP Communications 1,019 9 - 15 News Communications 6,221 1 9 15 Prosek Partners 2,036 8 49 16 Havas Worldwide Paris (AMO) 5,338 1 27 16 Stanton Public Relations & Marketing 847 8 10 17 Hering Schuppener Consulting (AMO) 5,181 3 12 17 Maitland (AMO) 3,523 7 20 18 Edelman 4,889 20 77 18 Fleishman-Hillard 3,931 6 22 19 Tulchan Communications 4,441 15 25 19 Rubenstein Associates 3,290 6 114 20 Fleishman-Hillard 3,931 6 52 20 Ogilvy PR 2,467 6

The PR adviser league tables by value and volume have been run from 01/01/2014 to the 06/30/2014 and include lapsed and withdrawn deals. The tables are are based on advice to a North American bidder, target or vendor and cover all sectors.

PR ADVISERS – MID-MARKET (US$5M-US$250M)

TOP 20 – RANKED BY VALUE TOP 20 – RANKED BY VOLUME

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2013 2014 (US$m) of Deals 2013 2014 (US$m) of Deals

10 1 Sard Verbinnen & Co 1,858 16 2 1 ICR (Integrated Corporate Relations) 1,300 18 15 2 Joele Frank Wilkinson Brimmer Katcher 1,690 17 13 2 Joele Frank Wilkinson Brimmer Katcher 1,690 17 1 3 FTI Consulting 1,469 12 5 3 Sard Verbinnen & Co 1,858 16 2 4 ICR (Integrated Corporate Relations) 1,300 18 1 4 FTI Consulting 1,469 12 3 5 Kekst (Publicis/MSLGROUP) 1,102 9 4 5 Kekst (Publicis/MSLGROUP) 1,102 9 12 6 Brunswick Group 771 8 6 6 Brunswick Group 771 8 - 7 MWW Group 615 2 8 7 Edelman 578 7 11 8 Edelman 578 7 10 8 MHP Communications 300 7 4 9 RLM Finsbury 547 3 35 9 Tulchan Communications 546 6 44 10 Tulchan Communications 546 6 39 10 The Equicom Group 294 6 21 11 Maitland (AMO) 442 3 87 11 Jaffoni & Collins 121 6 23 12 BackBay Communications 403 3 - 12 DKC Public Relations 50 4 55 13 Hering Schuppener Consulting (AMO) 396 1 3 13 RLM Finsbury 547 3 9 14 Owen Blicksilver Public Relations 390 2 20 14 Maitland (AMO) 442 3 6 15 Ten | 10 Group 355 3 45 15 BackBay Communications 403 3 14 16 Sloane & Company 343 3 16 16 Ten | 10 Group 355 3 7 17 MHP Communications 300 7 25 17 Sloane & Company 343 3 63 18 The Equicom Group 294 6 96 18 MaisonBrison Communications 271 3 95 19 MaisonBrison Communications 271 3 26 19 The Ruth Group 203 3 - 20 Citadel Communications 254 2 112 20 Newgate Communications 188 3

The PR adviser small-cap league tables by value and volume have been run from 01/01/2014 to the 06/30/2014, excluding lapsed and withdrawn deals. The tables are are based on advice to a North American bidder, target or vendor and cover all sectors.

DEAL DRIVERS – AMERICAS - ALL SECTORS 14 FINANCIAL SERVICES FINANCIAL SERVICES

Dealmakers see uptick in financial services growth urban markets, creating something stop loss businesses will see increased M&A, but expect few large deals of a mismatch, Brown said. activity as insurers show heightened interest in these segments, the banker said. Financial services M&A is likely to increase Banks also have less leverage available in the second half of this year, but few large to them for deals as trust preferred is no Asset management M&A is increasing and mergers are expected, dealmakers said. longer available and perpetual preferred is ripe for more consolidation. There are too stock is difficult to issue for buyers with less many funds with less than US$2bn in assets. Bank dealmaking will stay active as deal than US$5bn in assets. Regulators are also Some are struggling with returns and will valuations have improved and acquirers’ increasingly cautious about bank rollups, face difficulty raising fresh funds. These stocks have gained. Regulatory costs are preferring that acquirers take time to digest issues, combined with stricter regulations, also putting pressure on smaller banks to purchases before returning to dealmaking, will spark more deals, Josse said. look for partners, said Thomas Hayes, a Brown said. director at DA Davidson & Co. Loan growth The financial technology space will see a is still slow, leading many banks to prefer to “There are many good deals that are not number of deals in H2 2014, a payments grow through M&A, he said. getting done,” said Jeremy Josse, managing industry consultant said. Several segments director for KPMG Corporate Finance, noting of financial technology, including point-of- There were 136 bank deals in H1 2014, that regulators are exercising caution, adding sale, mobile payments, and loyalty, will see compared to 115 in H1 2013. Deal volume additional complexity to the deal process. consolidation, the consultant said. was the highest since 1998 and deal multiples “The market has one foot on the accelerator were also up, according to a Raymond James and one foot on the break,” he said. Earlier this year, fast growing payments report, from an average of 1.19x book value in firm Mercury Payments Solutions sold to Q413 to 1.49x in Q214. The tough regulatory climate, combined with Vantiv (NYSE:VNTV) for US$1.65bn, setting more all-stock deals, means sellers have to a potential benchmark for the sector. Many The largest banks have not been active put their time in due diligence, just as buyers traditional payments firms, though, are buyers, although some have sold units or do, MacDonald said. They need to ensure seeing limited growth and may not fetch purchased non-bank businesses, said Ralph that the acquirer has good relations with as high of prices. “Chip” MacDonald, a partner at Jones Day. regulators and have stock currency that’s The deal climate is not expected to get valuable in the long-term, he said. by Kevin Nafziger and Jennifer Tekneci better for large banks, as regulators perceive banking as too concentrated, he said. Antitrust concerns are growing for regulators looking at bank deals in urban areas, because A large portion of deals (70%) were for there are few banks building branches and banks with less than US$400m in assets, even fewer new charters. There is a first while close to 90% of deals were for banks mover advantage for buyers in these markets, with less than US$1bn in assets, said as faster-moving banks can potentially box Wesley Brown, managing director for KPMG out peers, MacDonald said. Corporate Finance. Insurance M&A had been sluggish, but Advisers to regional banks said they some insurers are selling underperforming are seeing limited activity among larger units, as they evaluate the fitness of their institutions, though there have been portfolios. International M&A could be a murmurs of conversations. If the long- bright spot, with Japanese firms looking delayed merger of M&T Bank and Hudson at the US for growth, highlighted by the City Bancorp closes and banks cleared by US$5.7bn deal announced in June by Japan- regulators to make acquisitions find targets, based Dai-ichi Life for Alabama-based deal activity may resume, one said. Protective Life.

There is pent-up demand for deals, as banks The insurance sector will see more M&A that would otherwise have sold stayed on over the next six months, an industry the sidelines from 2009 through 2011, Brown banker said. Private equity and insurance said. Still, deal activity, while now solid, has companies are holding large amounts of not exploded. More banks in rural areas are capital they need to deploy, he said. Workers’ looking to sell, but acquirers prefer higher- compensation insurers as well as medical

DEAL DRIVERS – AMERICAS - FINANCIAL SERVICES 15

FINANCIAL SERVICES TOP 15 ANNOUNCED DEALS FOR YEAR ENDING 30 JUNE 2014 (ANY NORTH AMERICA INVOLVEMENT)

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

10-Apr-14 C SLM Corporation (Shareholders) Navient Corporation Sallie Mae Inc 6,430 14-Apr-14 P Teachers Insurance and Annuity Association of Nuveen Investments Inc Madison Dearborn Partners LLC 6,250 America-College Retirement Equities Fund 04-Jun-14 P The Dai-ichi Life Insurance Company Protective Life Corporation 5,708 19-Mar-14 P Mercuria Energy Group Holding SA JPMorgan Chase & Co (Physical commodities JPMorgan Chase & Co 3,500 business) 26-Jun-14 P London Stock Exchange (LSE) Plc Frank Russell Company The Northwestern Mutual Life Insurance Company 2,700 21-Mar-14 P Canada Pension Plan Investment Board Wilton Re Holdings Limited Kelso & Company 1,800 21-Mar-14 P TPG Capital LP The Warranty Group Inc Warrior Acquisition Corp 1,500 15-Jan-14 P Mouvement des caisses Desjardins State Farm Mutual Automobile Insurance State Farm Mutual Automobile Insurance Company 1,469 Company (Canada Business) 28-Jan-14 L Bank of Montreal F&C Asset Management Plc 1,279 16-Jan-14 C RCS Capital Corporation Cetera Financial Group Inc Lightyear Capital LLC 1,150 16-Apr-14 P Nelnet Inc Student Loan Xpress Inc CIT Group Inc 1,100 23-Jun-14 P Banco Santander SA GE Money Bank AB GE Capital Corporation 953 06-Apr-14 C Arthur J. Gallagher & Co Wesfarmers Insurance Investments Pty Ltd Wesfarmers Limited 938 28-Apr-14 C Orix Life Insurance Corporation Hartford Life Insurance KK Hartford Life Inc 895 15-Apr-14 C Aaron's Inc Progressive Finance Holdings LLC Summit Partners LP 700

C= Completed; P= Pending; L= Lapsed

DEAL DRIVERS – AMERICAS - FINANCIAL SERVICES 16

FINANCIAL SERVICES M&A SPLIT BY DEAL SIZE

VALUE VOLUME

175 500 4 450 3 1 13 1 150 7 3 2 4 2 18 9 13 400 7 13 15 14 8 27 26 19 10 13 125 18 99.4 350 131 112 154 300 100 173 150 160 2 3 250 10 15.9 11 75 75.3 Volume 200

Value (US$bn) Value 9.0 100 23.3 52.6 28.7 26.4 150 275 50 261 28.6 230 9.9 12.5 18.4 194 202 29.5 100 195 7.5 26.2 6.2 25 14.4 13.2 12.9 6.4 14.5 4.5 123 3.7 6.5 5.4 6.5 10.3 3.9 50 10.0 6.4 9.8 9.3 10.9 10.5 7.6 0 0 2008 2009 2010 2011 2012 2013 H1 2014 2008 2009 2010 2011 2012 2013 H1 2014

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

QUARTERLY M&A ACTIVITY

VALUE VOLUME

90,000 140

80,000 120

70,000 100 60,000

50,000 80

40,000 Volume 60

Value (US$m) Value 30,000 40 20,000

20 10,000

0 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 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 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 14 14 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 14 14 Quarter Ended Quarter Ended Moving average trend line

Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant industry of the target is the Financial Services sector.

DEAL DRIVERS – AMERICAS - FINANCIAL SERVICES 17

FINANCIAL SERVICES FINANCIAL ADVISERS

TOP 20 – RANKED BY VALUE TOP 20 – RANKED BY VOLUME

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2013 2014 (US$m) of Deals 2013 2014 (US$m) of Deals

1 1 Goldman Sachs 26,236 12 2 1 Sandler O'Neill & Partners 3,403 34 19 2 JPMorgan 25,155 14 1 2 Stifel/KBW 3,143 27 4 3 Morgan Stanley 17,631 12 8 3 JPMorgan 25,155 14 2 4 Bank of America Merrill Lynch 10,284 11 13 4 RBC Capital Markets 9,949 13 16 5 Barclays 9,960 9 3 5 Goldman Sachs 26,236 12 41 6 RBC Capital Markets 9,949 13 5 6 Morgan Stanley 17,631 12 5 7 Citi 9,887 8 4 7 Bank of America Merrill Lynch 10,284 11 7 8 UBS Investment Bank 8,951 4 34 8 Sterne Agee Group 918 11 3 9 Deutsche Bank 7,809 4 25 9 Barclays 9,960 9 29 10 Lazard 7,778 6 11 10 Citi 9,887 8 10 11 Wells Fargo Securities 6,402 3 12 11 Raymond James & Associates 473 8 11 12 Moelis & Company 6,250 1 16 12 Lazard 7,778 6 45 13 Greenhill & Co 3,640 3 7 13 Credit Suisse 1,728 5 15 14 Sandler O'Neill & Partners 3,403 34 22 14 Macquarie Group 1,672 5 8 15 Stifel/KBW 3,143 27 10 15 Houlihan Lokey 1,242 5 - 16= Peter J Solomon Company 2,700 1 17 16 Evercore Partners 874 5 - 16= Robey Warshaw 2,700 1 96 17 SunTrust Robinson Humphrey Capital Markets 862 5 - 18 BMO Capital Markets 1,997 2 62 18 Commerce Street Capital 323 5 26 19 Credit Suisse 1,728 5 14 19 UBS Investment Bank 8,951 4 70 20 Macquarie Group 1,672 5 6 20 Deutsche Bank 7,809 4

The financial adviser league tables by value and volume have been run from 01/01/2014 to the 06/30/2014, excluding lapsed and withdrawn deals. The tables are based on advice to a North American bidder, target or vendor and cover the Financial Services sector.

LEGAL ADVISERS

TOP 20 – RANKED BY VALUE TOP 20 – RANKED BY VOLUME

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2013 2014 (US$m) of Deals 2013 2014 (US$m) of Deals

25 1 Debevoise & Plimpton 16,708 7 1 1 Skadden Arps Slate Meagher & Flom 14,862 12 2 2 Skadden Arps Slate Meagher & Flom 14,862 12 5 2 Sullivan & Cromwell 3,375 12 33 3 Kirkland & Ellis 10,972 9 9 3 Kirkland & Ellis 10,972 9 6 4 Davis Polk & Wardwell 7,325 7 23 4 Bryan Cave 362 8 4 5 Willkie Farr & Gallagher 6,776 7 18 5 Debevoise & Plimpton 16,708 7 55 6 Baker & McKenzie 6,776 5 11 6 Davis Polk & Wardwell 7,325 7 164 7 Baker Botts 6,430 1 7 7 Willkie Farr & Gallagher 6,776 7 159 8 Osler, Hoskin & Harcourt 6,425 5 28 8 Gowling Lafleur Henderson 1,524 6 140 9 Winston & Strawn 6,250 3 - 9 Locke Lord 492 6 160 10 Schulte Roth & Zabel 6,250 1 3 10 Wachtell, Lipton, Rosen & Katz 491 6 13 11 Greenberg Traurig 5,735 2 77 11 Bracewell & Giuliani 324 6 154 12 Freshfields Bruckhaus Deringer 4,961 5 30 12 Silver, Freedman, Taff & Tiernan 315 6 11 13 Simpson Thacher & Bartlett 4,650 2 102 13 Baker & McKenzie 6,776 5 - 14 Cadwalader, Wickersham & Taft 3,500 1 80 14 Osler, Hoskin & Harcourt 6,425 5 3 15 Sullivan & Cromwell 3,375 12 44 15 Freshfields Bruckhaus Deringer 4,961 5 - 16 Sutherland Asbill & Brennan 2,037 2 13 16 Clifford Chance 1,275 5 19 17 Shearman & Sterling 1,830 3 36 17 Paul Weiss Rifkind Wharton & Garrison 1,151 5 69 18 Norton Rose Fulbright 1,633 3 52 18 Sidley Austin 970 5 8 19 Linklaters 1,597 3 29 19 Kilpatrick Townsend & Stockton 806 5 34 20 Gowling Lafleur Henderson 1,524 6 31 20 White & Case 700 5

The legal adviser league tables by value and volume have been run from 01/01/2014 to the 06/30/2014 and include lapsed and withdrawn deals. The tables are based on advice to a North American bidder, target or vendor and cover the Financial Services sector.

DEAL DRIVERS – AMERICAS - FINANCIAL SERVICES 18 INDUSTRIALS, MANUFACTURING & ENGINEERING INDUSTRIALS, MANUFACTURING & ENGINEERING

Low natural gas prices and robust financing Platform Specialty Products for US$1bn, In January, Ford unveiled its F-150 aluminum to drive industrial deals in second half smaller carveouts have been rare. Toukan said body model, about 100 pounds lighter than the such deals could pick up in the second half. previous model, and anyone supplying Ford or Mergers and acquisitions in the industrials other automakers that have performed similar space are expected to continue growing The IPO market is also favorable, with functions will draw bidder interest. strongly in the second half, spurred by chemical businesses trading at an average inexpensive natural gas and a favorable multiple of 10.7x EBITDA, according to Shiloh Industries (NASDAQ:SHLO), a provider financing market, according to several Toukan. For example, Carlyle-owned PQ of lightweighting and noise/vibration control industry sources. Chemical filed for an IPO in February, which solutions, is one such consolidator, Cassidy is reportedly a dual track process. Higher said. Japan-based Sumitomo, which acquired Natural gas is used as a raw material for multiple businesses such as adhesives, Germany-based motor component and chemicals, plastics and packaging and to sealants and coatings, trade at 12.3x, metal stamping group Kienle & Spiess in power manufacturing across all industries. he added. March 2013, will also continue to be an active “There’s been a sea change in the last two consolidator in the space, he said. years in how big industrial conglomerates Aerospace and defense in Japan and elsewhere think about the US,” Coming off of a slow 2013, aerospace and PE firms are also investing in the said Bradley Edmister, a partner with Morgan defense M&A bounced back in the first half lightweighting space, Cassidy continued, Lewis. Asian companies are likely to continue and will likely continue to do so for the rest citing Wynnchurch’s acquisition of US pursuing acquisitions in the US in the second of this year, said two industry sources. Among Manufacturing. half to increase production capacity. There is recent major deals was Alliant Techsystems’ particular interest among Asian companies combination with Orbital Sciences in April, In the fuel efficiency space, Spain-based CIE in the shale industry supply chain: US piping which have a combined revenue of US$4.5bn, has proven to be an active investor, Cassidy and chemical companies. These acquirers and Cobham’s US$1.46bn acquisition of noted. Last month, it invested US$116m in are also focused on US infrastructure Aeroflex in May. Also, Precision Castparts exchange for a 51% stake in a joint venture development, Edmister said. acquired Aerospace Dynamics for US$625m with India-based Mahindra Group. CIE is in March. likely to continue to invest in areas with A slew of large private equity-owned paper demand for fuel efficiency parts, such as and packaging businesses have come on the Manan K. Shah, a managing partner at Focus North America, Brazil and India, he said. market in recent months, including Ranpak Investment Banking, expects to see deals of and Pro Mach, and more deals are expected similar size, especially in high-growth areas Another hot area for automotive is interiors, to take advantage of rising valuation multiples. such as cyber security, cloud computing, big and logical targets would be companies that Several PE-owned crane and heavy equipment data analytics and intelligence. make luxury interior parts, electronics support rental businesses have also come on the products or telematics-related equipment, said market, including Light Tower Rentals. The An industry source named Comtech Cassidy. France-based Valeo, Canada-based company most recently generated US$85m Telecommunications and Frequency Magna International and Michigan-based of EBITDA, according to media reports. Electronics as potential targets for both Federal-Mogul could continue to consolidate strategics and private equity firms. In the interiors sector, he added. Chemicals and materials addition, he expects Precision Castparts After a strong start, Mario Toukan, managing to look for other deals later this year. Now that the automotive space has been director and head of chemicals at KeyBanc through a period of restructuring and Capital Markets, expects the chemicals and The unmanned aerial vehicle (UAV) market investors no longer fear it, expected materials segment to experience an even continues to grow, the industry source said, multiples have grown from 5x to 5.5x stronger second half amid strong financing adding that commercial uses for UAVs are EBITDA to over 6x, said Cassidy. markets. “We see it gaining momentum. expanding to agriculture, mapping and The window is open over the next six to nine border security. by Marlene Givant Star and Sam Weisberg, months to sell,” he said. The first half saw with additional reporting by Richard Tekneci nearly 100 chemical M&A transactions in Automotive and transport the US, compared with 120 for all of 2013, In the automotive space, companies focused according to Toukan. “Valuations are probably on fuel efficiency and the lightweighting two turns above normal in the space,” he said. of vehicles continue to draw interest from acquirers, said Todd Cassidy, a director at While the industry has seen large corporate William Blair. Targets focused on converting carveouts by Solvay, Ashland and Chemtura, metal to plastic or metal to composites will including April’s sale of ChemturaAgro to be particularly attractive, he added.

DEAL DRIVERS – AMERICAS - INDUSTRIALS, MANUFACTURING & ENGINEERING 19

INDUSTRIALS, MANUFACTURING & ENGINEERING TOP 15 ANNOUNCED DEALS FOR YEAR ENDING 30 JUNE 2014 (ANY NORTH AMERICA INVOLVEMENT)

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

04-Apr-14 C Blackstone Group LP The Gates Corporation Onex Corporation; and Canada Pension Plan 5,400 Investment Board 01-Jan-14 C Fiat North America LLC Chrysler Group LLC (41.46% Stake) Voluntary Employees Beneficiary Association 3,650 06-Feb-14 C The Carlyle Group The Industrial Packaging Group Illinois Tool Works Inc 3,200 26-Jun-14 P Alcoa Inc Firth Rixson Limited Oak Hill Capital Partners LP 2,850 30-Jun-14 P PPG Industries Inc Comex SA de CV 2,300 28-May-14 P Flint Hills Resources LLC PetroLogistics LP Lindsay Goldberg LLC; and York Capital 2,087 Management LLC 10-Feb-14 P Continental Aktiengesellschaft Veyance Technologies Inc The Carlyle Group 1,910 18-Feb-14 P Clayton, Dubilier & Rice LLC Solenis Ashland Inc 1,800 10-Mar-14 C Minerals Technologies Inc AMCOL International Corporation 1,679 05-Jun-14 C The Timken Company (Shareholders) TimkenSteel Corporation The Timken Company 1,673 12-Feb-14 L Imerys SA AMCOL International Corporation 1,656 16-Apr-14 C Johnson Controls Inc Air Distribution Technologies Inc Canada Pension Plan Investment Board 1,620 19-May-14 C CCMP Capital Advisors LLC The Hillman Companies Inc Oak Hill Capital Partners LP 1,475 18-Jun-14 P TE Connectivity Ltd Measurement Specialties Inc 1,449 06-Jan-14 P Verso Paper Corp Newpage Holding Corporation Oaktree Capital Group LLC; and Centerbridge 1,400 Partners LP

C= Completed; P= Pending; L= Lapsed

DEAL DRIVERS – AMERICAS - INDUSTRIALS, MANUFACTURING & ENGINEERING 20

INDUSTRIALS, MANUFACTURING & ENGINEERING M&A SPLIT BY DEAL SIZE

VALUE VOLUME

175 900 2 3 3 11 37 800 7 150 29 17 25 7 1 23 5 700 35 41 2 25 125 291 4 253 600 28 74.3 23 1 267 192 10.7 3 100 500 14 1 7 23 226 18 36.5 6.5 75 Volume 400 198 36.5 14.4 13.9 134

Value (US$bn) Value 26.4 48.2 300 12.0 5.4 460 50 10.1 502 34.4 8.9 410 461 19.0 38.9 17.6 26.6 200 9.9 344 25.1 283 283 25 10.2 12.7 14.6 8.1 9.1 9.2 100 6.7 2.5 15.5 15.9 8.7 13.1 15.8 12.5 8.3 0 0 2008 2009 2010 2011 2012 2013 H1 2014 2008 2009 2010 2011 2012 2013 H1 2014

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

QUARTERLY M&A ACTIVITY

VALUE VOLUME

60,000 275

250

50,000 225

200 40,000 175

150 30,000 125 Volume

Value (US$m) Value 100 20,000 75

10,000 50 25

0 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 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 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 14 14 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 14 14 Quarter Ended Quarter Ended Moving average trend line

Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant industry of the target is the Industrials, Manufacturing & Engineering sector.

DEAL DRIVERS – AMERICAS - INDUSTRIALS, MANUFACTURING & ENGINEERING 21

INDUSTRIALS, MANUFACTURING & ENGINEERING FINANCIAL ADVISERS

TOP 20 – RANKED BY VALUE TOP 20 – RANKED BY VOLUME

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2013 2014 (US$m) of Deals 2013 2014 (US$m) of Deals

1 1 Goldman Sachs 29,505 21 1 1 Goldman Sachs 29,505 21 10 2 Barclays 22,731 15 23 2 Citi 20,942 19 8 3 Morgan Stanley 22,601 15 31 3 Bank of America Merrill Lynch 17,128 16 11 4 Citi 20,942 19 22 4 Barclays 22,731 15 2 5 Deutsche Bank 17,562 9 16 5 Morgan Stanley 22,601 15 7 6 Bank of America Merrill Lynch 17,128 16 2 6 Lazard 12,146 13 9 7 Lazard 12,146 13 6 7 Lincoln International 404 12 12 8 Credit Suisse 10,686 10 17 8 Credit Suisse 10,686 10 3 9 JPMorgan 10,477 10 4 9 JPMorgan 10,477 10 21 10 RBC Capital Markets 7,661 6 10 10 Deutsche Bank 17,562 9 27 11 Evercore Partners 7,498 6 18 11 Robert W. Baird & Co 1,195 9 - 12 Greenhill & Co 6,008 5 5 12 Houlihan Lokey 1,151 9 - 13 XMS Capital Partners 5,725 3 3 13 KPMG 417 9 - 14 Jamieson Corporate Finance 5,400 1 7 14 PwC 2,137 7 5 15 UBS Investment Bank 3,674 3 19 15 Rothschild 1,404 7 - 16 Centerview Partners 2,354 2 35 16 Deloitte 63 7 37 17 HSBC 2,300 1 12 17 EY 55 7 24 18 PwC 2,137 7 32 18 RBC Capital Markets 7,661 6 26 19 Nomura Holdings 2,065 2 39 19 Evercore Partners 7,498 6 25 20 Macquarie Group 1,960 2 20 20 Stifel/KBW 1,098 6

The financial adviser league tables by value and volume have been run from 01/01/2014 to the 06/30/2014, excluding lapsed and withdrawn deals. The tables are based on advice to a North American bidder, target or vendor and cover the following sectors: Automotive; Chemicals & Materials; Industrials- electronics; automation and products and services; and Manufacturing- other.

LEGAL ADVISERS

TOP 20 – RANKED BY VALUE TOP 20 – RANKED BY VOLUME

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2013 2014 (US$m) of Deals 2013 2014 (US$m) of Deals

12 1 Latham & Watkins 17,759 15 2 1 Kirkland & Ellis 9,887 36 7 2 Simpson Thacher & Bartlett 13,774 9 1 2 Jones Day 6,706 33 8 3 Weil Gotshal & Manges 11,555 14 4 3 Latham & Watkins 17,759 15 5 4 Kirkland & Ellis 9,887 36 3 4 DLA Piper 1,948 15 1 5 Sullivan & Cromwell 9,721 7 5 5 Weil Gotshal & Manges 11,555 14 2 6 Skadden Arps Slate Meagher & Flom 8,722 8 6 6 White & Case 8,223 13 23 7 Davis Polk & Wardwell 8,459 7 8 7 Baker & McKenzie 4,318 13 18 8 White & Case 8,223 13 60 8 Morgan Lewis & Bockius 2,305 12 215 9 Debevoise & Plimpton 7,001 6 29 9 Blake, Cassels & Graydon 5,717 11 28 10 Cravath, Swaine & Moore 6,965 4 7 10 Foley & Lardner 183 11 14 11 Jones Day 6,706 33 19 11 Haynes and Boone 67 10 48 12 Osler, Hoskin & Harcourt 6,335 5 21 12 Simpson Thacher & Bartlett 13,774 9 104 13 Paul Weiss Rifkind Wharton & Garrison 6,225 7 14 13 Squire Patton Boggs 5,699 9 124 14 Blake, Cassels & Graydon 5,717 11 68 14 Paul Hastings 643 9 52 15 Squire Patton Boggs 5,699 9 9 15 Skadden Arps Slate Meagher & Flom 8,722 8 242 16 Loyens & Loeff 4,851 3 23 16 Shearman & Sterling 3,153 8 36 17 Cleary Gottlieb Steen & Hamilton 4,485 4 24 17 O'Melveny & Myers 1,997 8 6 18 Baker & McKenzie 4,318 13 18 18 K&L Gates 1,765 8 98 19 Hogan Lovells International 3,977 6 - 19 Winston & Strawn 1,183 8 101 20 Kim & Chang 3,973 5 81 20 Fried Frank Harris Shriver & Jacobson 1,116 8

The legal adviser league tables by value and volume have been run from 01/01/2014 to the 06/30/2014 and include lapsed and withdrawn deals. The tables are based on advice to a North American bidder, target or vendor and cover the following sectors: Automotive; Chemicals & Materials; Industrials- electronics; automation and products and services; and Manufacturing- other.

DEAL DRIVERS – AMERICAS - INDUSTRIALS, MANUFACTURING & ENGINEERING 22 ENERGY, MINING, OIL & GAS ENERGY, MINING, OIL & GAS

Efficiency, strategy and activists will drive decade or so, the board rooms have become rates of 5% to 7%, a high cost of capital or energy M&A in months ahead more open to listening to the activists.” lack of drop down prospects could make good merger candidates, the banker added. In the natural resources industry, growing As evidence, most of the activism Gill and upstream oil and gas companies are his clients have received has been settled Meanwhile, the market for midstream assets expected to engage in M&A to refine amicably without public dispute or hostile is expected to remain “frothy” thanks to the their business strategies, while service actions. Going forward, activists are likely valuation-multiplying effect of MLPs, the providers and mid-tier midstream to continue to push conservative energy second banker said. For example, salt water operators will further look to consolidate, businesses toward strategic M&A. disposal wells trade at around 6x as a stand- industry sources told Mergermarket. While alone asset but are valued at 20x when they financing is abundant for these sectors, the Oilfield and energy services businesses face are held within an MLP, the banker noted. mining business continues to face capital a dual pressure toward M&A, with activists constraints that will compel consolidation among large energy services businesses Not surprisingly, seller expectations have within the space, mining sources said. pushing for streamlining of their business soared, but such high aspirations have led units, while smaller operators are battling to a number of busted deals, said the second North American oil and gas businesses too much competition for work from the industry banker. “Everybody thinks their baby continue to see abundant growth efficiency-focused upstream companies, is beautiful,” he said. opportunities, and financing is abundant, Gill said. said Steve Gill, partner at Vinson & Elkins Mining financing a scarce resource law firm in Houston. “We haven’t seen Already this year, National Oilwell Varco In mining, financing remains exceptionally financing this open since the pre-Lehman and Oil States International and Nabors difficult for junior mining companies, one days,” he said. Industries have executed spinouts designed mining industry source said. That pervasive to focus them on their core businesses. lack of financing from traditional sources But that won’t lead growth-hungry operators such as banks portends M&A activity, the to lever up and bet the company on borrowed Midstream MLPs get big, small ones source said. According to the source, asset- money. Instead companies are looking to use will need partners rich juniors that happen to be cash-poor will available financing for rational acquisitions In the midstream space, the M&A market make the most obvious targets. and spinouts that focus their operations. Gill is primarily dominated by master limited projects the coming year will yield a large partnerships (MLPs), which by some definitions, Majors will continue to seek buys to bolster number of mid-sized energy deals – in the has grown to a US$800bn market. their pipelines, the source said. The source US$5bn deal value range – rather than a few identified Rio Alto Mining as a perfect very large blockbuster transactions. MLP growth continues to be fueled by an mid-tier target due to its gold and copper influx of capital from investors, both retail prospects adjacent to holdings of major For example, Energy XXI (NYSE: EXXI) and institutional, seeking yield. miners Barrick Gold and Newmont Mining. received praise from investors and analysts for opting to buy Gulf of Mexico rival EPL Oil Smaller MLPs of US$2bn or less will feel by Chad Watt, Mark Druskoff and Max Brett & Gas Inc. instead of pursuing an early stage increasing pressure as large MLPs get joint venture in offshore Malaysia. larger, said James Baker, a midstream banker and managing director at Simmons. Activists will prompt realignments MLPs that are focused in less rapidly Activist investors have also stepped up their growing basins that are more heavily involvement and engagement in energy weighted to natural gas, such as the businesses in 2014 and are expected to Haynesville, Barnett, and Woodford are continue their push for more strategic seeing the need to merge in order to achieve M&A. This generally bothers oil and gas greater scale, improve market liquidity and executives, but their corporate boards have increase financial strength, said Baker. come around to honestly and fairly engaging activists, he noted. A second banker who advises clients on MLPs said anything with a market cap of less than “Most energy companies have that wildcatter US$10bn will be considered small, given the spirit, so the initial reaction is to be defensive expanding size of the MLP market. MLPs in [toward activists],” he said. “But over the last that size range that have lower annual growth

DEAL DRIVERS – AMERICAS - ENERGY, MINING, OIL & GAS 23

ENERGY, MINING, OIL & GAS TOP 15 ANNOUNCED DEALS FOR YEAR ENDING 30 JUNE 2014 (ANY NORTH AMERICA INVOLVEMENT)

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

30-Apr-14 P Exelon Corporation Pepco Holdings Inc 12,186 23-Jun-14 P Wisconsin Energy Corporation Integrys Energy Group Inc 9,037 15-Jun-14 C Williams Companies Inc Access Midstream Partners LP (25% Stake); and Global Infrastructure Partners 5,995 Access Midstream Partners GP LLC (50% Stake) 01-May-14 P Berkshire Hathaway Energy AltaLink LP SNC-Lavalin Group Inc 5,516 16-Apr-14 C Agnico Eagle Mines Limited; and Yamana Gold Inc Osisko Mining Corporation 3,358 13-Jan-14 L Goldcorp Inc Osisko Mining Corporation 3,172 07-May-14 C Encana Corporation Freeport-McMoRan Oil & Gas LLC (Eagle Ford Freeport-McMoRan Oil & Gas LLC 3,100 Shale assets) 25-Jun-14 P C&J Energy Services Inc Nabors Industries Inc (Completion and production Nabors Industries Inc 2,860 services businesses) 19-Feb-14 C Canadian Natural Resources Limited Devon Energy Corporation (Conventional oil and Devon Energy Corporation 2,850 natural-gas fields excluding Horn River and the heavy oil properties) 09-Jun-14 P American Energy - Permian Basin LLC Enduring Resources LLC (63,000 net acres in Enduring Resources LLC 2,500 Reagan and Irion Counties) 04-Jun-14 P NRG Yield Inc Terra-Gen Power LLC (Alta Wind facility) Terra-Gen Power LLC 2,470 07-Feb-14 C Baytex Energy Corp Aurora Oil & Gas Limited 2,308 30-Jun-14 P LINN Energy LLC Devon Energy Corporation (Non-core US assets) Devon Energy Corporation 2,300 12-Mar-14 C Energy XXI (Bermuda) Limited EPL Oil & Gas Inc 2,142 02-Jun-14 P Det Norske Oljeselskap ASA Marathon Oil Norge AS Marathon Oil Corporation 2,100

C= Completed; P= Pending; L= Lapsed

DEAL DRIVERS – AMERICAS - ENERGY, MINING, OIL & GAS 24

ENERGY, MINING, OIL & GAS M&A SPLIT BY DEAL SIZE

VALUE VOLUME

325 600 9 5 300 550 9 8 13 275 17 59 500 70 61 250 450 11 52 3 225 5 74 17 69 150.4 400 4 48 5 200 76.2 85.1 28 60 350 4 175 40 40 52 8 300 294 31 150 39.1 43.0 Volume 250 37 125 48.0 280 271

Value (US$bn) Value 57.1 39.7 79.4 30.3 200 249 100 32.7 246 220 14.6 65.4 150 161 75 57.5 52.8 21.6 16.7 50.6 44.1 100 50 24.5 35.7 131 27.0 18.3 24.8 18.8 25 13.8 13.6 13.2 50 96 101 60 60 66 70 19.7 17.7 20.9 19.0 20.9 21.5 13.5 0 0 2008 2009 2010 2011 2012 2013 H1 2014 2008 2009 2010 2011 2012 2013 H1 2014

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

QUARTERLY M&A ACTIVITY

VALUE VOLUME

100,000 200

90,000 180

80,000 160

70,000 140

60,000 120

50,000 100 Volume 40,000 80 Value (US$m) Value 30,000 60

20,000 40

10,000 20

0 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 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 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 14 14 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 14 14 Quarter Ended Quarter Ended Moving average trend line

Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant industry of the target is the Energy, Mining, Oil & Gas sector.

DEAL DRIVERS – AMERICAS - ENERGY, MINING, OIL & GAS 25

ENERGY, MINING, OIL & GAS FINANCIAL ADVISERS

TOP 20 – RANKED BY VALUE TOP 20 – RANKED BY VOLUME

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2013 2014 (US$m) of Deals 2013 2014 (US$m) of Deals

6 1 Barclays 41,176 15 3 1 RBC Capital Markets 13,982 23 12 2 Goldman Sachs 31,499 18 1 2 Citi 21,921 20 4 3 Lazard 26,977 9 14 3 Goldman Sachs 31,499 18 15 4 Morgan Stanley 26,308 11 2 4 Evercore Partners 8,892 17 1 5 Citi 21,921 20 26 5 TD Securities 7,678 16 18 6 Scotiabank 15,107 15 5 6 Barclays 41,176 15 16 7 RBC Capital Markets 13,982 23 25 7 Scotiabank 15,107 15 10 8 JPMorgan 12,639 11 6 8 Tudor, Pickering, Holt & Co 12,207 12 9 9 Tudor, Pickering, Holt & Co 12,207 12 8 9 Jefferies 10,507 12 - 10 Loop Capital Markets 12,186 1 15 10 Morgan Stanley 26,308 11 11 11 Bank of America Merrill Lynch 10,713 10 12 11 JPMorgan 12,639 11 7 12 Jefferies 10,507 12 21 12 National Bank Financial 3,925 11 3 13 Credit Suisse 9,388 6 32 13 FirstEnergy Capital 1,739 11 21 14 BMO Capital Markets 9,141 10 13 14 Bank of America Merrill Lynch 10,713 10 2 15 Evercore Partners 8,892 17 18 15 BMO Capital Markets 9,141 10 14 16 UBS Investment Bank 8,511 5 23 16 Lazard 26,977 9 40 17 TD Securities 7,678 16 10 17 GMP Securities 2,548 9 36 18 National Bank Financial 3,925 11 4 18 Macquarie Group 2,510 9 - 19 Maxit Capital 3,520 3 20 19 Raymond James & Associates 1,625 9 13 20 Moelis & Company 2,606 3 7 20 Simmons & Company International 2,536 7

The financial adviser league tables by value and volume have been run from 01/01/2014 to the 06/30/2014, excluding lapsed and withdrawn deals. The tables are based on advice to a North American bidder, target or vendor and are based on the following sectors: Energy, Mining, and Utilities- other.

LEGAL ADVISERS

TOP 20 – RANKED BY VALUE TOP 20 – RANKED BY VOLUME

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2013 2014 (US$m) of Deals 2013 2014 (US$m) of Deals

2 1 Baker Botts 30,242 19 3 1 Latham & Watkins 23,570 28 35 2 Skadden Arps Slate Meagher & Flom 26,331 8 1 2 Vinson & Elkins 17,917 27 5 3 Latham & Watkins 23,570 28 5 3 Norton Rose Fulbright 14,127 24 31 4 Davis Polk & Wardwell 21,728 6 6 4 Baker Botts 30,242 19 101 5 Sullivan & Cromwell 19,866 6 2 5 Akin Gump Strauss Hauer & Feld 6,345 17 20 6 Covington & Burling 18,181 2 8 6 Stikeman Elliott 8,035 15 1 7 Vinson & Elkins 17,917 27 36 7 Gowling Lafleur Henderson 4,979 15 73 8 Kirkland & Ellis 16,546 6 7 8 Bracewell & Giuliani 7,689 14 24 9 Norton Rose Fulbright 14,127 24 9 9 Jones Day 5,338 13 61 10 Fried Frank Harris Shriver & Jacobson 12,186 2 13 10 Blake, Cassels & Graydon 3,334 10 9 11 White & Case 9,769 8 4 11 Andrews Kurth 9,184 9 51 12 Cravath, Swaine & Moore 9,459 3 11 12 Osler, Hoskin & Harcourt 7,455 9 16 13 Andrews Kurth 9,184 9 23 13 Burnet Duckworth & Palmer 5,409 9 55 14 Foley & Lardner 9,171 2 16 14 McCarthy Tetrault 3,519 9 23 15 Stikeman Elliott 8,035 15 20 15 Skadden Arps Slate Meagher & Flom 26,331 8 80 16 Dentons 7,817 4 12 16 White & Case 9,769 8 4 17 Bracewell & Giuliani 7,689 14 14 17 Thompson & Knight 2,377 8 28 18 Osler, Hoskin & Harcourt 7,455 9 62 18 Bennett Jones 3,801 7 11 19 Gibson Dunn & Crutcher 7,279 4 32 19 Davis Polk & Wardwell 21,728 6 109 20 Milbank Tweed Hadley & McCloy 6,454 6 113 20 Sullivan & Cromwell 19,866 6

The legal adviser league tables by value and volume have been run from 01/01/2014 to the 06/30/2014 and include lapsed and withdrawn deals. The tables are based on advice to a North American bidder, target or vendor and are based on the following sectors: Energy, Mining, and Utilities- other.

DEAL DRIVERS – AMERICAS - ENERGY, MINING, OIL & GAS 26 CONSUMER

CONSUMER

Food deals fuel increase in consumer and Some of the chains that are expected to find enjoy ebullient M&A deal flow despite an retail M&A buyers in the latter half of the year are Peter environment of high valuations. Piper Pizza, which is working with North Point Consumer and retail-sector dealmaking Advisors, and Del Taco, which is working with “High-quality inventory is increasing demand, is expected to continue to be active in the Piper Jaffray and Goldman Sachs. and valuations, which average 8 to 10 times second half of this year, helped by a supply EBITDA in the consumer sector, can go as high of quality assets, favorable debt markets and Food industry M&A will be active even on as 15x, 20x or even 30x EBITDA,” Okner said. an abundance of cash in the hands of private the smaller end of the spectrum, with many equity firms and strategics. healthy snacks and beverage companies “While valuations and therefore seller selling stakes as a way to finance growth expectations are high, and will likely continue “In 2013, M&A market activity was fairly strategies. Some of the lower-middle market to be that way for a while, for the most part slow in the consumer and retail world,” said companies seeking to raise capital are buyers are recognizing that they have to pay Jim Bertram, managing director and head kale chip maker Brad’s Raw Foods, organic up for the attractive businesses they want to of consumer and retail banking at William snacks producer Good Groceries and tart acquire and so deals are getting completed,” Blair. “This year, however, M&A activity in the cherry beverage brand Cheribundi. Bertram said. consumer space has picked up substantially. The sector will continue to be active for the “More major food manufacturers are looking But it’s not just the strong demand for balance of the year based on our backlog at middle market assets in the health & quality assets that is driving valuations and the pitch activity we have seen.” wellness space, focusing on targets with up. The availability and attractive pricing US$15m to US$25m in EBITDA,” said Martin of debt is also contributing to the higher As in the first half of the year, the food industry Okner, managing director at strategic multiples being paid for assets, and this is is expected to continue to consolidate. advisory firm SHM Corporate Navigators. not expected to change, according to Steve Reiner, head of B. Riley & Co.’s consumer Brazilian meat producer JBS failed to acquire The apparel industry, meanwhile, might investment banking group. branded meat group Hillshire Brands see some companies be sold as a result (NYSE:HSH) and is expected to continue of internal turmoil. Of course, it doesn’t hurt that both strategics to be on the hunt for acquisitions around and financial sponsors have more than the world. Lululemon Athletica (NASDAQ:LULU), which enough cash at hand to get deals done. lost CEO Chip Wilson, could end up on the Hillshire ultimately agreed to sell to Tyson auction block. One potential buyer could be “Companies had retrenched in the past Foods (NYSE:TSN) for US$8.55bn, scuttling the former CEO himself, who has reportedly few years,” Reiner said, adding that since a planned acquisition of Pinnacle Foods been in talks with private equity firms about then they have “become cash-rich and are (NYSE:PF). That leaves Pinnacle, partially taking the company private. Wilson holds a now in a good position to grow through owned by the Blackstone Group, as a 28% stake in Lululemon. add-on acquisitions and to return cash to future target. shareholders.” In May, struggling retailer Abercrombie & M&A activity in the food sector will go beyond Fitch (NYSE:ANF) added three new board “Strategics are very active and aggressive, consolidation of large food manufacturers. members, one of whom replaced CEO Mike seeking to achieve growth through Much of the activity will be based on Jefferies as chairman after activist investor acquisitions,” Bertram said. “They are consumers’ increasing appetite for organic Engaged Capital called for management courting targets even before those and gluten-free food, supplements and changes. There has long been speculation companies consider launching a sale functional beverages. Abercrombie could look to go private. process,” he added.

WhiteWave Foods (NYSE:WWAV), which Private equity firm Sycamore Partners, by Taina Rosa bought organic food brand Earthbound Farm meanwhile, has been pressuring Express for US$600m last year, has said that it would (NYSE:EXPR) to consider a sale after the continue to look for acquisitions. retailer saw poor sales it has attributed to a difficult macro retail environment. The restaurant sector should also experience a flurry of dealmaking, with several chains Overall, the consumer/retail sector is made already on the auction block. up of quality assets and is expected to

DEAL DRIVERS – AMERICAS - CONSUMER 27

CONSUMER TOP 15 ANNOUNCED DEALS FOR YEAR ENDING 30 JUNE 2014 (ANY NORTH AMERICA INVOLVEMENT)

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

13-Jan-14 C Suntory Holdings Limited Beam Inc 15,428 06-Mar-14 P Albertsons LLC Safeway Inc 7,871 12-May-14 L Hillshire Brands Co Pinnacle Foods Inc Blackstone Group LP 6,618 07-May-14 P Jacobs Douwe Egberts D.E Master Blenders 1753 NV; and Mondelez Mondelez International Inc; and Acorn Holdings BV 5,000 International Inc (Coffee business outside France) 13-Jan-14 C Google Inc Nest Labs Inc Kleiner, Perkins, Caufield & Byers; Venrock; 3,200 Lightspeed Venture Partners; and Shasta Ventures 28-May-14 P Apple Inc Beats Electronics LLC The Carlyle Group; Dr. Dre (Private Investor); 3,000 and Jimmy Iovine (Private Investor) 09-Apr-14 P Mars Incorporated Procter & Gamble Company (Iams, Eukanuba and Procter & Gamble Company 2,900 Natura pet-food brands) 22-May-14 P Speedway LLC Hess Retail Corporation Hess Corporation 2,644 17-Apr-14 C Post Holdings Inc Michael Foods Inc Thomas H. Lee Partners LP; and GS Capital Partners 2,450 22-May-14 C Mizkan Group Corporation Conopco Inc (North America Pasta Sauces Business) Conopco Inc 2,150 06-Jan-14 C The Men's Wearhouse Inc Jos. A. Bank Clothiers Inc 1,479 12-Feb-14 C Grupo Bimbo SA de CV Canada Bread Company Limited Maple Leaf Foods Inc 1,359 05-Feb-14 C The Coca-Cola Company Green Mountain Coffee Roasters Inc (10.08% Stake) 1,251 19-Feb-14 C Signet Jewelers Limited Zale Corporation Golden Gate Capital 1,174 17-Mar-14 C Goldman Sachs; and Vestar Capital Partners Hearthside Food Solutions LLC Wind Point Partners VII LP 1,100

C= Completed; P= Pending; L= Lapsed

DEAL DRIVERS – AMERICAS - CONSUMER 28

CONSUMER M&A SPLIT BY DEAL SIZE

VALUE VOLUME

140 500 3 450 3 3 30 5 120 3 1 4 11 15 24 17 400 19 16 21 2 100 350 4 24 117 146 2 9 139 105 300 7 4 80 92.7 44.9 7 59.3 106 2 250 6 114 11 60 Volume 14 17.5 200 9.0 23.3 Value (US$bn) Value 69 40 13.4 10.7 150 278 17.2 2.6 236 241 268 8.6 31.0 16.3 100 203 18.0 166 10.8 13.4 23.2 15.5 20 11.3 131 5.4 8.4 50 6.9 2.5 3.3 5.4 7.6 5.2 8.2 6.0 7.7 8.2 7.2 7.0 5.8 0 0 2008 2009 2010 2011 2012 2013 H1 2014 2008 2009 2010 2011 2012 2013 H1 2014

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

QUARTERLY M&A ACTIVITY

VALUE VOLUME

90,000 140 130 80,000 120 70,000 110 100 60,000 90

50,000 80 70 40,000 Volume 60

Value (US$m) Value 50 30,000 40 20,000 30 20 10,000 10 0 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 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 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 14 14 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 14 14 Quarter Ended Quarter Ended Moving average trend line

Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant industry of the target is the Consumer sector.

DEAL DRIVERS – AMERICAS - CONSUMER 29

CONSUMER FINANCIAL ADVISERS

TOP 20 – RANKED BY VALUE TOP 20 – RANKED BY VOLUME

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2013 2014 (US$m) of Deals 2013 2014 (US$m) of Deals

7 1 Morgan Stanley 29,272 6 4 1 Goldman Sachs 28,560 15 9 2 Goldman Sachs 28,560 15 1 2 Lazard 16,953 13 14 3 Credit Suisse 24,054 5 13 3 Houlihan Lokey 10,335 11 6 4 Centerview Partners 22,062 5 8 4 Bank of America Merrill Lynch 21,099 10 36 5 Citi 21,242 4 96 5 William Blair & Company 1,438 10 3 6 Bank of America Merrill Lynch 21,099 10 6 6 JPMorgan 11,896 8 1 7 Lazard 16,953 13 3 7 Barclays 7,623 8 2 8 JPMorgan 11,896 8 11 8 Rothschild 1,639 7 17 9 Houlihan Lokey 10,335 11 2 9 Morgan Stanley 29,272 6 16 10 Greenhill & Co 7,871 1 9 10 Credit Suisse 24,054 5 8 11 Barclays 7,623 8 40 11 Centerview Partners 22,062 5 19 12 Deutsche Bank 7,416 3 61 12 Robert W. Baird & Co 480 5 21 13 Perella Weinberg Partners 5,860 2 38 13 Lincoln International 130 5 - 14 BDT Capital Partners 5,000 1 19 14 PwC 116 5 - 15 Nomura Holdings 3,371 3 50 15 Citi 21,242 4 11 16 CITIC Securities Co 2,450 1 - 16 Financo 2,356 4 - 17 Financo 2,356 4 - 17 RBC Capital Markets 1,954 4 - 18 RBC Capital Markets 1,954 4 16 18 Wells Fargo Securities 1,718 4 - 19 BMO Capital Markets 1,887 3 10 19 Moelis & Company 1,160 4 5 20 Wells Fargo Securities 1,718 4 5 20 Deloitte 271 4

The financial adviser league tables by value and volume have been run from 01/01/2014 to the 06/30/2014, excluding lapsed and withdrawn deals. The tables are based on advice to a North American bidder, target or vendor and are based on the following sectors: Consumer-retail, food and other.

LEGAL ADVISERS

TOP 20 – RANKED BY VALUE TOP 20 – RANKED BY VOLUME

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2013 2014 (US$m) of Deals 2013 2014 (US$m) of Deals

10 1 Skadden Arps Slate Meagher & Flom 34,626 16 2 1 Kirkland & Ellis 23,861 21 18 2 White & Case 24,961 10 8 2 Skadden Arps Slate Meagher & Flom 34,626 16 4 3 Kirkland & Ellis 23,861 21 4 3 Latham & Watkins 10,272 14 22 4 Cleary Gottlieb Steen & Hamilton 15,835 3 9 4 White & Case 24,961 10 152 5 Sidley Austin 15,691 4 16 5 Weil Gotshal & Manges 5,839 10 - 6 Nishimura & Asahi 15,428 1 6 6 Stikeman Elliott 2,593 10 6 7 Freshfields Bruckhaus Deringer 15,174 5 10 7 DLA Piper 1,859 10 11 8 Simpson Thacher & Bartlett 14,630 6 50 8 Ropes & Gray 7,855 8 75 9 Kim & Chang 12,442 1 1 9 Jones Day 5,616 8 12 10 Latham & Watkins 10,272 14 22 10 Gibson Dunn & Crutcher 1,552 7 79 11 Richards Layton & Finger 9,045 2 27 11 O'Melveny & Myers 552 7 73 12 Dechert 8,589 5 20 12 Morgan Lewis & Bockius 30 7 - 13 Baker Botts 8,122 2 12 13 Simpson Thacher & Bartlett 14,630 6 30 14= Hogan Lovells International 7,871 1 14 14 Baker & McKenzie 3,793 6 26 14= Schulte Roth & Zabel 7,871 1 30 15 Norton Rose Fulbright 706 6 71 16 Ropes & Gray 7,855 8 37 16 Freshfields Bruckhaus Deringer 15,174 5 46 17 Paul Weiss Rifkind Wharton & Garrison 7,201 4 23 17 Dechert 8,589 5 1 18 Sullivan & Cromwell 6,790 4 3 18 Davis Polk & Wardwell 5,615 5 38 19 Weil Gotshal & Manges 5,839 10 - 19 Arnold & Porter 5,153 5 25 20 Jones Day 5,616 8 13 20 Blake, Cassels & Graydon 4,613 5

The legal adviser league tables by value and volume have been run from 01/01/2014 to the 06/30/2014 and include lapsed and withdrawn deals. The tables are based on advice to a North American bidder, target or vendor and are based on the following sectors: Consumer-retail, food and other.

DEAL DRIVERS – AMERICAS - CONSUMER 30 TECHNOLOGY, MEDIA & TELECOM TECHNOLOGY, MEDIA & TELECOM (TMT)

Large strategic deals and PE buyouts Cook also predicted a continued uptick in there is still large-scale consolidation that to dominate tech M&A landscape until M&A through the end of the year, especially needs to take place. The TMT industry is year’s close in mid-sized deals between US$200m to unique because of the need to innovate to US$500m range. He said traditional buyers stay on top the technology curve. Large strategic deals that will help reshape such as SAP and Oracle may be more the technology, media and telecom landscape active through the end of the year, as the Partner John Prunier of Petsky Prunier, are expected to continue for the remainder of consumerization of both enterprise and a digital media, marketing and software the year along with private equity transactions software-as-a-service solutions continues. focused investment bank, said there has focused on maturing technology companies, been a relaxation of antitrust standards dealmakers say. Oppenheimer’s Thompson added that across broadcasting, across cable and there should be a very constructive IPO other regulated market segments, which he “In 2014, it’s really going to continue what’s market for the remaining balance of the expects to continue and will fuel dealmaking. really started in 2012 and 2013, cloud, mobile, year, particularly among software, cloud social, analytics and security,” said Bruce computing applications, specifically, and “Companies can pursue much grander McCarthy, head of mergers & acquisitions internet and media. ambitions then they probably felt were at Oppenheimer. permissible you know a decade ago, and “Those have been the hot areas. I don’t so that’s driving merger activity,” he said. Marc Thompson, head of technology expect that to change,” he said. investment banking at Oppenheimer, sees On the private equity front, McCarthy cloud computing and mobile as inextricably Others predict a continued reshaping of said interest is especially high for mature linked. Companies are likely to do deals to the telecommunications and social media technology companies with high cash flows get these technologies to work together landscape in the vein of the very large deals and recurring revenue models that might more efficiently as they become the prevalent that dominated headlines over the first feel they are not being properly rewarded mediums via which information is stored half of the year, such as the US$68.5bn by the public markets. and consumed. acquisition of Time Warner Cable by Comcast, and Facebook’s US$16bn purchase of The credit markets should support a healthy Large strategics are expected to buy their messaging tech company WhatsApp, amount of LBO activity in the latter half of way into emerging technologies and into both in February, and AT&T’s purchase the year, McCarthy and Knight said. more lucrative distribution channels by of DirectTV for US$65.5bn in May. making acquisitions that will give them One twist, however, could be that strategics new products. Facebook paid an “astronomical valuation” may begin to find these mature tech for WhatsApp and the deal didn’t seem to companies attractive and begin to compete One major deal that fit both these criteria harm the social networking giant’s market and outbid private equity for prime targets, was Google’s acquisition of smart home valuation, said partner Robert Townsend, said McCarthy. Knight said private equity device maker Nest Labs for US$3.2bn, co-chair of Morrison & Foerster’s global M&A may have an advantage right now because announced in January. practice. Townsend expects more acquisitions of low interest rates, but strategics will not from Yahoo, which will be flush with cash be pushed out of the market, as they need to Josh Cook, a partner at the law firm Gunderson from proceeds from the Alibaba IPO. acquire to grow. Dettmer, said he expects the IPO pipeline to remain strong in the technology sector, Furthermore, Townsend believes we are not This news service has reported on NetApp, although there already has been a slowdown finished with deals that will keep the Federal Symantec and Tibco as companies that could in the second quarter. Communications Commission and the catch the eye of activists and push them into Department of Justice busy and remake the the hands of financial sponsors. “There’s a lot of people waiting in the industry’s landscape, shifting “chess pieces.” pipeline right now, and I think tech has by Thomas Zadvydas and Tong Zhang shown some signs of recovery, although “There are questions about whether Verizon and Chris Metinko some people are probably waiting for is going to make a move to buy spectrum more,” said Cook, adding there may be from Dish, and of course there are the more companies in the IPO process than ever-going rumors that there will be a deal most realize. “Because of how companies between Sprint and T-Mobile,” said Townsend. get on the on-ramp for the IPO and the confidentiality rules, we may not be fully Charles Knight, global managing director of aware of really how big the pipeline is.” M&A transaction services at Deloitte, said

DEAL DRIVERS – AMERICAS - TMT 31

TECHNOLOGY, MEDIA & TELECOM (TMT) TOP 15 ANNOUNCED DEALS FOR YEAR ENDING 30 JUNE 2014 (ANY NORTH AMERICA INVOLVEMENT)

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

13-Feb-14 P Comcast Corporation Time Warner Cable Inc 68,492 18-May-14 P AT&T Inc DIRECTV 65,495 19-Feb-14 P Facebook Inc WhatsApp Inc Sequoia Capital 16,000 16-Jun-14 P Level 3 Communications Inc TW Telecom Inc 7,381 28-Apr-14 P Charter Communications Inc Time Warner Cable Inc (Cable systems serving Comcast Corporation 7,300 1.4m customers) 27-Jun-14 P Inmobiliaria Carso SA de CV America Movil SAB de CV (8.38% Stake) AT&T Inc 5,599 23-Jun-14 P Oracle Corporation MICROS Systems Inc 4,422 16-Jun-14 P CVC Capital Partners Limited; and Leonard Green Advantage Sales & Marketing LLC Apax Partners LLP 4,000 & Partners LP 15-Apr-14 P Zebra Technologies Corporation Motorola Solutions Inc (Enterprise division) Motorola Solutions Inc 3,450 29-Jan-14 P Lenovo Group Limited Motorola Mobility Holdings Inc Google Inc 2,910 21-Mar-14 P Media General Inc LIN Media LLC 2,473 13-Jun-14 P Priceline.com Inc OpenTable Inc 2,310 23-Jan-14 P Lenovo Group Limited IBM (x86 server business) IBM Corporation 2,300 08-May-14 C Time Warner Inc (Shareholders) Time Inc Time Warner Inc 2,289 25-Mar-14 P Facebook Inc Oculus VR Inc 2,000

C= Completed; P= Pending; L= Lapsed

DEAL DRIVERS – AMERICAS - TMT 32

TECHNOLOGY, MEDIA & TELECOM (TMT) M&A SPLIT BY DEAL SIZE

VALUE VOLUME

300 1,000 7 275 8 900 4 34 2 11 32 250 2 44 800 6 6 13 40 8 32 31 225 13 35 47 700 19 200 351 190.4 5 600 340 175 6 333 5 21 343 14 8 164.7 394 21 150 62.4 500 31 Volume 125 15.2 271 400 178

Value (US$bn) Value 88.2 100 28.7 34.8 42.3 23.0 300 75 49.3 17.8 482 425 24.2 396 25.9 31.9 45.8 36.7 200 372 50 16.2 31.4 309 268 285 11.3 6.8 17.0 24.4 25 19.8 4.7 12.9 13.8 11.7 100 21.8 10.9 20.2 12.6 19.7 19.9 20.4 10.7 0 0 2008 2009 2010 2011 2012 2013 H1 2014 2008 2009 2010 2011 2012 2013 H1 2014

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

QUARTERLY M&A ACTIVITY

VALUE VOLUME

180,000 300

275 160,000 250 140,000 225

120,000 200

175 100,000 150 80,000 Volume 125

Value (US$m) Value 60,000 100

75 40,000 50 20,000 25

0 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 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 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 14 14 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 14 14 Quarter Ended Quarter Ended Moving average trend line

Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant industry of the target is the TMT sector.

DEAL DRIVERS – AMERICAS - TMT 33

TECHNOLOGY, MEDIA & TELECOM (TMT) FINANCIAL ADVISERS

TOP 20 – RANKED BY VALUE TOP 20 – RANKED BY VOLUME

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2013 2014 (US$m) of Deals 2013 2014 (US$m) of Deals

11 1 Morgan Stanley 121,477 22 2 1 Goldman Sachs 98,626 24 1 2 JPMorgan 111,710 16 9 2 Morgan Stanley 121,477 22 4 3 Bank of America Merrill Lynch 104,198 14 1 3 JPMorgan 111,710 16 2 4 Goldman Sachs 98,626 24 4 4 Credit Suisse 21,088 16 6 5 Citi 87,122 10 3 5 Bank of America Merrill Lynch 104,198 14 25 6 Allen & Company 85,552 7 10 6 Deutsche Bank 23,510 14 - 7 Paul J. Taubman 75,792 3 13 7 Barclays 74,042 12 10 8 Centerview Partners 74,260 4 12 8 AGC Partners 148 11 9 9 Barclays 74,042 12 8 9 Citi 87,122 10 22 10 Lazard 68,705 7 5 10 RBC Capital Markets 3,645 10 7 11 Deutsche Bank 23,510 14 29 11 Wells Fargo Securities 3,195 9 3 12 Credit Suisse 21,088 16 14 12 Jefferies 2,681 9 12 13 UBS Investment Bank 18,362 4 7 13 Raymond James & Associates 506 9 33 14 BNP Paribas 10,127 2 16 14 Mooreland Partners 89 9 - 15= Banco Bilbao Vizcaya Argentaria 10,027 1 17 15 Signal Hill Capital 72 8 - 15= Credit Agricole 10,027 1 30 16 Allen & Company 85,552 7 - 15= Robertson Robey Associates 10,027 1 6 17 Lazard 68,705 7 - 15= Societe Generale 10,027 1 21 18 Moelis & Company 853 7 13 19 Evercore Partners 8,687 6 19 19 Evercore Partners 8,687 6 5 20 LionTree Advisors 8,049 5 22 20 Houlihan Lokey 738 6

The financial adviser league tables by value and volume have been run from 01/01/2014 to the 06/30/2014, excluding lapsed and withdrawn deals. The tables are based on advice to a North American 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 ADVISERS

TOP 20 – RANKED BY VALUE TOP 20 – RANKED BY VOLUME

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2013 2014 (US$m) of Deals 2013 2014 (US$m) of Deals

12 1 Simpson Thacher & Bartlett 152,568 18 7 1 Fenwick & West 20,643 42 2 2 Weil Gotshal & Manges 115,642 21 6 2 Cooley 3,106 39 21 3 Willkie Farr & Gallagher 88,417 21 4 3 Kirkland & Ellis 18,513 36 23 4 Skadden Arps Slate Meagher & Flom 87,485 16 1 4 Wilson Sonsini Goodrich & Rosati 3,859 33 34 5 Paul Weiss Rifkind Wharton & Garrison 80,391 8 3 5 O'Melveny & Myers 3,661 32 4 6 Davis Polk & Wardwell 79,579 12 9 6 Jones Day 76,428 26 24 7 Sullivan & Cromwell 78,504 10 5 7 DLA Piper 11,509 26 31 8 Jones Day 76,428 26 13 8 Goodwin Procter 4,791 24 13 9 White & Case 75,515 7 8 9 Weil Gotshal & Manges 115,642 21 6 10 Shearman & Sterling 72,096 17 40 10 Willkie Farr & Gallagher 88,417 21 42 11 Cleary Gottlieb Steen & Hamilton 71,479 7 2 11 Latham & Watkins 27,807 19 14 12 Debevoise & Plimpton 65,785 2 26 12 Simpson Thacher & Bartlett 152,568 18 38 13 Arnold & Porter 65,546 6 25 13 Shearman & Sterling 72,096 17 - 14 Harris Wiltshire & Grannis 65,495 1 16 14 Skadden Arps Slate Meagher & Flom 87,485 16 1 15 Latham & Watkins 27,807 19 14 15 Gibson Dunn & Crutcher 2,370 15 52 16 Fenwick & West 20,643 42 15 16 Perkins Coie 1,871 15 5 17 Wachtell, Lipton, Rosen & Katz 20,146 6 35 17 Baker & McKenzie 2,018 13 25 18 Kirkland & Ellis 18,513 36 23 18 Davis Polk & Wardwell 79,579 12 18 19 Clifford Chance 12,182 5 10 19 Orrick Herrington & Sutcliffe 575 12 22 20 Freshfields Bruckhaus Deringer 12,115 7 29 20 Sullivan & Cromwell 78,504 10

The legal adviser league tables by value and volume have been run from 01/01/2014 to the 06/30/2014 and include lapsed and withdrawn deals. The tables are based on advice to a North American bidder, target or vendor and are based on the following sectors: Computer- software, hardware and semiconductors; Telecommunications: Hardware; Internet/e-Commerce; Media; Telecommunications: Carriers.

DEAL DRIVERS – AMERICAS - TMT 34 LIFE SCIENCES & HEALTHCARE LIFE SCIENCES & HEALTHCARE

Life Sciences M&A likely to remain robust this year include the Ireland domiciled are not looking at the very small, innovative in second half of 2014 companies Perrigo and Alkermes, as companies because they are too little, well as Sweden-based Meda AB and in most cases, to move the needle, said Dealmakers expect a sustained, healthy life Netherlands-based Qiagen NV. executives and banking sources. As a result, science M&A market in the second half of Big Pharma companies now are looking at 2014, thanks to this year’s bull market for Two other large cross-border deals also mid- and small-cap companies to increase healthcare stocks, selective shareholder are pending: A combination between US- their pipelines and top-line revenue, said a pressure, and the desire of large US life based AbbVie and Ireland-based Shire, banking source. Another merger among the science companies to increase scale. and a bid by Mallinckrodt to buy US-based largest drug companies could materialize Questcor for US$5bn. Shire is resisting before December with Bristol-Myers Squibb Pfizer’s US$115.8bn bid in April for the UK- AbbVie’s bid, now at US$51bn, as it prefers and Eli Lilly as the most likely targets, said based pharmaceutical company AstraZeneca to remain independent. the banking source. Drug companies also highlighted a string of tax inversion want to avoid the position Allergan is now transactions in which companies such as Mallinckrodt, based in Ireland, was spun out in, facing a hostile bid from Valeant and an Pfizer sought to gain scale and deploy cash of Tyco in 2013. While the transaction will activist investor. held outside of the US. Though AstraZeneca provide certain tax benefits to shareholders rejected the Pfizer bid in late May, the of both companies, the Questcor bid also In the device sector, the US$13.35bn merger major US-based medical device company fits the needs of the buyer and the seller. between Biomet and Zimmer, as well as Medtronic and Dublin-based Covidien, Questcor’s Athcar drug helps Mallinckrodt, the Medtronic-Covidien deal, affirms the agreed on a US$45.9bn deal in June. now independent, build out its franchise anticipated consolidation in the device market. in autoimmune and pain drugs, while the The transactions place pressure on likely Medtronic and Covidien executives said talks Mallinckrodt bid likely captured the highest targets such as Stryker, Smith & Nephew, regarding the combination began in March. value for Questcor. Wright Medical and Conmed. Shareholders The tax savings through the merger were not are pressing the targets to define their insignificant, but Covidien CEO Jose Almeida Many life science companies valued between position in the market or consolidate. also said at the time the deal was a sum of US$2bn and US$5bn were ready to consider “one plus one equals five.” The combination bids in mid-2013 but believed their stocks One bright spot in devices has been the with Medtronic will provide customers with would rise, Henry Grosebruch, a banker modest rebound in IPOs. TriVascular a “force multiplier,” or scale, Covidien could at JPMorgan’s healthcare practice, told Technologies and Amedica priced in recent not reach on its own, said Almeida. Mergermarket’s Deal Drivers publication last months and more companies, such as year. The executives’ foresight proved correct. CardioDx, have filed to list later this year. Medtronic also was rumored to be a bidder Shares of Questcor and Idenix doubled in the this year for Smith & Nephew, the listed, past year. Questcor received the attractive bid Companies who had successful IPOs this year UK-based device company, as was Stryker from Mallinckrodt, while Idenix accepted a generally had some revenue, but investors Corp. Stryker declared it did not plan to US$3.5bn offer from Merck. likely will support an IPO of a pre-revenue bid for Smith & Nephew. While the Stryker device company in the next year, said Jon statement triggered a six-month cooling-off The shakeup in life sciences is unlikely to Salveson, a banker with Piper Jaffray. Large period, dealmakers expect Stryker may not subside as the second half approaches, as device companies are investing two-thirds of have ruled out a bid for Smith & Nephew evidenced by the swap of assets between their venture funds in pre-revenue companies, later this year. Novartis, GlaxoSmithKline (GSK) and Eli Lilly said the banker. That market soon will open up & Co. in April. Novartis acquired the oncology for public investors. Companies like Stryker continue to hold assets of GSK, while sending the Novartis significant offshore cash, which can be vaccine unit (excluding the flu vaccine by William Langbein applied wisely toward acquisitions. If business) to GSK. Separately, Novartis European companies want to sell and they sold its animal health division to Eli Lilly. are willing to create terms that can make use of the off-shore cash of the US bidder, Novartis and GSK also combined their they become more attractive targets, said consumer businesses, while Bayer AG Hank Plain, a partner at the venture capital purchased the consumer business of firm Morgenthaler. Merck for US$14.2bn.

In addition to Smith & Nephew, medical Large companies such as Pfizer, companies in Europe rumored to be targets AstraZeneca and GSK increasingly

DEAL DRIVERS – AMERICAS - LIFE SCIENCES & HEALTHCARE 35

LIFE SCIENCES & HEALTHCARE TOP 15 ANNOUNCED DEALS FOR YEAR ENDING 30 JUNE 2014 (ANY NORTH AMERICA INVOLVEMENT)

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

15-Jun-14 P Medtronic Inc Covidien Plc 45,894 18-Jun-14 P Valeant Pharmaceuticals International Inc Allergan Inc (90.29% Stake) 45,194 18-Feb-14 C Actavis plc Forest Laboratories Inc 23,126 06-May-14 P Bayer AG Merck & Co (Consumer care business) Merck & Co Inc 14,200 24-Apr-14 P Zimmer Holdings Inc Biomet Inc 13,350 22-Apr-14 P Eli Lilly and Company Limited Novartis Animal Health Inc Novartis AG 5,400 20-Feb-14 P Brookdale Senior Living Inc Emeritus Corporation 5,310 22-Apr-14 P GlaxoSmithKline Plc Novartis AG (Global vaccines business) Novartis AG 5,250 07-Apr-14 P Mallinckrodt Plc Questcor Pharmaceuticals Inc 4,950 16-Jan-14 C The Carlyle Group Ortho-Clinical Diagnostics Inc Johnson & Johnson 4,150 09-Jun-14 P Merck & Co Inc Idenix Pharmaceuticals Inc 3,490 16-May-14 P Abbott Laboratories CFR Pharmaceuticals SA Positron Limited 3,346 08-Jan-14 C Forest Laboratories Inc Aptalis Pharma Inc TPG Capital LP; and Investor Growth Capital AB 2,900 29-May-14 P Amsurg Corp Sheridan Healthcare Inc Hellman & Friedman LLC 2,350 26-Jun-14 P QLT Inc Auxilium Pharmaceuticals Inc 1,344

C= Completed; P= Pending; L= Lapsed

DEAL DRIVERS – AMERICAS - LIFE SCIENCES & HEALTHCARE 36

LIFE SCIENCES & HEALTHCARE M&A SPLIT BY DEAL SIZE

VALUE VOLUME

2 200 500 5 7 8 25 20 450 2 24 175 27 5 8 22 5 400 37 18 5 22 22 150 3 350 19 12 194 196 125 3 152.5 300 155 12 6 192 6 18 5 100 62.4 106.4 250 18 60.7 189 17 Volume 200 75 26.2 52.2 136 Value (US$bn) Value 93 39.0 20.3 150 50 24.4 25.9 240 14.9 225 217 100 11.8 22.0 17.8 180 17.5 19.4 19.2 25 12.5 17.6 135 115 123 9.0 10.1 14.7 50 6.9 7.5 8.0 7.6 6.2 5.9 9.9 6.5 11.7 13.4 11.7 9.8 6.5 0 0 2008 2009 2010 2011 2012 2013 H1 2014 2008 2009 2010 2011 2012 2013 H1 2014

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

QUARTERLY M&A ACTIVITY

VALUE VOLUME

170,000 150 160,000 140 150,000 130 140,000 120 130,000 110 120,000 100 110,000 100,000 90 90,000 80 80,000 70 Volume 70,000 60

Value (US$m) Value 60,000 50 50,000 40 40,000 30 30,000 20,000 20 10,000 10 0 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 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 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 14 14 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 14 14 Quarter Ended Quarter Ended Moving average trend line

Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant industry of the target is the Life Sciences & Healthcare sector.

DEAL DRIVERS – AMERICAS - LIFE SCIENCES & HEALTHCARE 37

LIFE SCIENCES & HEALTHCARE FINANCIAL ADVISERS

TOP 20 – RANKED BY VALUE TOP 20 – RANKED BY VOLUME

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2013 2014 (US$m) of Deals 2013 2014 (US$m) of Deals

2 1 Goldman Sachs 151,974 17 2 1 Goldman Sachs 151,974 17 3 2 Bank of America Merrill Lynch 114,109 13 1 2 JPMorgan 50,522 16 7 3 Morgan Stanley 87,928 9 28 3 Piper Jaffray & Co 2,988 15 5 4 Barclays 62,313 11 3 4 Bank of America Merrill Lynch 114,109 13 1 5 JPMorgan 50,522 16 6 5 Jefferies 3,486 12 - 6 Perella Weinberg Partners 46,229 5 5 6 Barclays 62,313 11 16 7 RBC Capital Markets 46,104 2 17 7 Citi 11,103 10 9 8 Greenhill & Co 23,126 2 7 8 Morgan Stanley 87,928 9 - 9 Mizuho Financial Group 23,126 1 25 9 Lazard 8,120 8 - 10 Credit Suisse 22,486 7 22 10 KPMG 83 8 72 11 EY 14,804 2 - 11 Credit Suisse 22,486 7 13 12 Citi 11,103 10 4 12 Houlihan Lokey 1,819 7 10 13 Centerview Partners 11,025 5 19 13 Deloitte 230 7 11 14 Lazard 8,120 8 8 14 Deutsche Bank 7,231 6 4 15 Deutsche Bank 7,231 6 - 15 Perella Weinberg Partners 46,229 5 - 16 Wells Fargo Securities 6,826 5 12 16 Centerview Partners 11,025 5 6 17 Moelis & Company 6,512 3 - 17 Wells Fargo Securities 6,826 5 - 18 CS Capital Advisors 5,310 1 21 18 Fairmount Partners 928 4 - 19 Zaoui & Co 5,250 1 40 19 Canaccord Genuity 361 4 43 20 Evercore Partners 3,865 3 14 20 William Blair & Company 324 4

The financial adviser league tables by value and volume have been run from 01/01/2014 to the 06/30/2014, excluding lapsed and withdrawn deals. The tables are based on advice to a North American bidder, target or vendor and are based on the following sectors: Biotechnology; Medical; and Pharmaceuticals.

LEGAL ADVISERS

TOP 20 – RANKED BY VALUE TOP 20 – RANKED BY VOLUME

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2013 2014 (US$m) of Deals 2013 2014 (US$m) of Deals

1 1 Skadden Arps Slate Meagher & Flom 127,217 11 1 1 Latham & Watkins 90,291 27 30 2 Sullivan & Cromwell 109,253 5 6 2 Kirkland & Ellis 9,378 20 3 3 Latham & Watkins 90,291 27 4 3 Ropes & Gray 20,720 17 16 4 Wachtell, Lipton, Rosen & Katz 75,744 5 2 4 Jones Day 14,506 13 7 5 Arthur Cox 75,169 4 3 5 Skadden Arps Slate Meagher & Flom 127,217 11 10 6 Blake, Cassels & Graydon 68,794 4 29 6 Weil Gotshal & Manges 45,677 11 6 7 Cleary Gottlieb Steen & Hamilton 67,928 5 7 7 Cooley 2,148 11 38 8 Freshfields Bruckhaus Deringer 58,365 5 23 8 White & Case 21,186 10 9 9 Slaughter and May 52,204 3 5 9 Morgan Lewis & Bockius 16,237 9 11 10 Matheson 50,868 3 27 10 Hogan Lovells International 12,409 9 20 11 A&L Goodbody 46,554 2 53 11 Goodwin Procter 441 9 77 12 Weil Gotshal & Manges 45,677 11 8 12 DLA Piper 168 9 19 13 Osler, Hoskin & Harcourt 45,194 2 15 13 Fried Frank Harris Shriver & Jacobson 40,459 8 4 14 Fried Frank Harris Shriver & Jacobson 40,459 8 73 14 Baker & McKenzie 18,538 8 - 15 Simpson Thacher & Bartlett 31,618 7 11 15 Norton Rose Fulbright 745 8 - 16 William Fry 23,126 2 - 16 Simpson Thacher & Bartlett 31,618 7 17 17 White & Case 21,186 10 9 17 Davis Polk & Wardwell 5,834 7 8 18 Ropes & Gray 20,720 17 34 18 Covington & Burling 16,189 6 140 19 Baker & McKenzie 18,538 8 19 19 O'Melveny & Myers 6,595 6 28 20 Morgan Lewis & Bockius 16,237 9 18 20 Gibson Dunn & Crutcher 4,132 6

The legal adviser league tables by value and volume have been run from 01/01/2014 to the 06/30/2014 and include lapsed and withdrawn deals. The tables are based on advice to a North American bidder, target or vendor and are based on the following sectors: Biotechnology; Medical; and Pharmaceuticals.

DEAL DRIVERS – AMERICAS - LIFE SCIENCES & HEALTHCARE 38 CANADA

CANADA

Canadian M&A on upswing from previous 2014 include Mattel’s US$460m acquisition year; conditions for robust activity in place, of Montreal-based Mega Brands, Loblaws’ dealmakers say massive CAD 12.4bn buy of Toronto-based Shoppers Drug Mart and the Montreal-based The overall outlook for Canadian M&A activity Reliance Protectron sale to ADT for CAD for the remainder of 2014 is a positive one 555m. Improvement in both the Canadian over the previous year and the conditions for and American economies, as well as the robust activity are in place, dealmakers say. absence of organic growth options, will lead to further M&A opportunities, he added. Michael Herman, an M&A lawyer in Gowlings’ Toronto office and co-leader of the firm’s The sale of its Bighorn assets to Jupiter corporate finance and M&A group, noted that, Resources by Calgary-based Encana for while difficult to forecast, Canadian M&A is US$1.8bn, as well as Oklahoma and Calgary- likely to see the highest amount of activity based Devon Energy’s sale of non-core US in the oil and gas sector, particularly with oil and gas properties to Linn Energy for larger targets. The industrial products sector US$2.3bn, is evidence that the energy sector remains an uncertainty, which continues to be will continue to see growth, Pressman said. quite slow, he added. Both Herman and Pressman agreed that While a cautious attitude is being exhibited private equity funds are sitting on a significant by both buyers and sellers, the conditions for amount of capital. When combined with robust M&A activity, such as good valuations, strong leverage loan markets and a very attractive financing and an improving US low interest rate environment, there is economy, are in place, Herman said. some speculation of an uptick in PE activity, Pressman said. Strategics will likely play a Emmanuel Pressman, chair of the mergers strong role in the M&A economy in the second & acquisitions group at law firm Osler, half, just as they have in the first, he added. Hoskin & Harcourt, pointed to high- performing stock markets, the availability A true recovery in Canadian M&A will very of capital and strong corporate balance likely involve both strategics and private sheets as the conditions which could equity firms. When both groups are active, prompt increased M&A activity. the M&A market generally functions best, Herman said. While both dealmakers agreed that the first half of 2014 has been an improvement, Cross-border deals will continue to play Herman noted that media headlines have an important role in Canadian M&A, tended to focus on dollar value and not dealmakers said. Canadian financial buyers number of deals. While dollar value has such as Teachers, CPPIB and OMERS will certainly increased, the overall number of continue to do many of their deals outside of deals has decreased, he added. Historically, Canada, Herman said. The US will continue almost 90% of transactions in Canada have to be the main source of foreign buyers for been mid-market, Herman said, noting that Canadian targets and foreign assets for M&A recovery will take hold when there is an Canadian buyers, he noted. improvement in the number of mid-market deals. Results for Q2 suggest the market The free trade agreement with Europe may see an uptick in the number of deals could be a catalyst that drives M&A activity compared to last year, which is a positive between Canadians and Europeans in the trend moving forward, he added. second half of 2014, Herman said.

Retail, consumer products and other sectors by Chris DeLuca driven by household consumption should see a good deal of activity during the second half of the year, Pressman said. Deals in H1

DEAL DRIVERS - CANADA 39

CANADA TOP 15 ANNOUNCED DEALS FOR YEAR ENDING 30 JUNE 2014 (BASED ON THE DOMINANT LOCATION OF THE TARGET)

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

01-May-14 P Berkshire Hathaway Energy AltaLink LP Energy, Mining & Utilities SNC-Lavalin Group Inc 5,516 16-Apr-14 C Agnico Eagle Mines Limited; and Osisko Mining Corporation Energy, Mining & Utilities 3,358 Yamana Gold Inc 13-Jan-14 L Goldcorp Inc Osisko Mining Corporation Energy, Mining & Utilities 3,172 19-Feb-14 C Canadian Natural Resources Devon Energy Corporation (Conventional oil and Energy, Mining & Utilities Devon Energy Corporation 2,850 Limited natural-gas fields excluding Horn River and the heavy oil properties) 26-Jun-14 P Jupiter Resources Inc EnCana Corporation (Bighorn assets) Energy, Mining & Utilities EnCana Corporation 1,800 15-Jan-14 P Mouvement des caisses Desjardins State Farm Mutual Automobile Insurance Company Financial Services State Farm Mutual Automobile 1,469 (Canada business) Insurance Company 14-Apr-14 C Glencore Xstrata plc Caracal Energy Energy, Mining & Utilities 1,424 12-Feb-14 C Grupo Bimbo SA de CV Canada Bread Company Limited Consumer Maple Leaf Foods Inc 1,359 02-Apr-14 L Yamana Gold Inc Osisko Mining Corporation (50% Stake) Energy, Mining & Utilities 1,288

26-Feb-14 C Williams Partners LP Williams Companies Inc (Alberta, Canada operations) Energy, Mining & Utilities Williams Companies Inc 1,200 23-Apr-14 C Crescent Point Energy Corp CanEra Energy Corp Energy, Mining & Utilities 1,011 17-Mar-14 C Whitecap Resources Inc Imperial Oil (Cynthia/West Pembina and Rocky Energy, Mining & Utilities Imperial Oil Limited 771 Mountain House oil and gas assets) 15-Mar-14 L Caracal Energy TransGlobe Energy Corporation Energy, Mining & Utilities 590 11-Feb-14 C Spartan Energy Corp Renegade Petroleum Ltd Energy, Mining & Utilities 553 28-Mar-14 P Sterigenics International Inc Nordion Inc Life Sciences & Healthcare 524

C= Completed; P= Pending; L= Lapsed

MIX OF DEALS BY INDUSTRY SECTOR

VALUE VOLUME Industrials, Manufacturing & Engineering 0.4% 0.3% 0.7% 1.4% 2.8% 0.5% Financial Services 1.6% 4.3% 0.6% 4.5% 14.5% 9.1% Business Services 2.8% 5.5% 1.3% 2.8% Consumer 2.1% Energy, Mining, Oil & Gas 7.8% 9.3%

TMT 11.7% Leisure 8.3% Transportation

Life Sciences & Healthcare 9.0% Construction 68.4% 30.3% Real Estate Agriculture

Defense

DEAL DRIVERS - CANADA 40

CANADA M&A SPLIT BY DEAL SIZE

VALUE VOLUME

125 600 3 19 1 550 4 18 1 2 7 500 6 31 100 3 30 9 35.1 3 24 33 450 25 37 26 23 2 400 4 283 6.1 13.4 18 39.7 20 75 350 22.2 18.6 243 1 300 264 250 27.2 24.7 24.2 259 10 2 24 Volume 50 8.0 250 234 4.6

Value (US$bn) Value 27.7 12.5 30.4 200 136 20.5 5.5 24.4 19.1 6.2 150 14.2 250 25 13.6 9.3 12.3 6.7 10.6 7.9 100 176 196 6.8 148 160 8.8 120 117 14.0 15.6 17.3 14.1 17.7 50 12.7 8.6 0 0 2008 2009 2010 2011 2012 2013 H1 2014 2008 2009 2010 2011 2012 2013 H1 2014

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

QUARTERLY M&A ACTIVITY

VALUE VOLUME

40,000 180

35,000 160

140 30,000

120 25,000 100 20,000 80 Volume 15,000 Value (US$m) Value 60

10,000 40

5,000 20

0 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 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 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 14 14 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 14 14 Quarter Ended Quarter Ended Moving average trend line

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

DEAL DRIVERS – CANADA 41

CANADA FINANCIAL ADVISERS

TOP 20 – RANKED BY VALUE TOP 20 – RANKED BY VOLUME

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2013 2014 (US$m) of Deals 2013 2014 (US$m) of Deals

10 1 Barclays 69,885 13 1 1 RBC Capital Markets 63,963 28 1 2 Goldman Sachs 64,196 18 7 2 Goldman Sachs 64,196 18 12 3 RBC Capital Markets 63,963 28 6 3 TD Securities 7,861 18 3 4 Morgan Stanley 62,960 11 2 4 BMO Capital Markets 14,804 14 4 5 Bank of America Merrill Lynch 56,567 8 18 5 Barclays 69,885 13 14 6 BMO Capital Markets 14,804 14 10 6 Scotiabank 11,212 13 5 7 Deutsche Bank 11,644 3 11 7 Macquarie Group 7,576 12 2 8 JPMorgan 11,614 9 16 8 National Bank Financial 3,925 12 6 9 Scotiabank 11,212 13 9 9 CIBC World Markets 3,599 12 16 10 Citi 8,744 9 4 10 GMP Securities 2,889 12 8 11 TD Securities 7,861 18 5 11 Morgan Stanley 62,960 11 7 12 Canaccord Genuity 7,585 8 30 12 FirstEnergy Capital 1,739 11 21 13 Macquarie Group 7,576 12 8 13 JPMorgan 11,614 9 25 14 Houlihan Lokey 6,544 5 14 14 Citi 8,744 9 - 15 Centerview Partners 6,143 3 12 15 Raymond James & Associates 1,356 9 27 16 Credit Suisse 5,728 4 3 16 Bank of America Merrill Lynch 56,567 8 - 17 XMS Capital Partners 5,400 2 13 17 Canaccord Genuity 7,585 8 24 18 Jamieson Corporate Finance 5,400 1 23 18 Peters & Co 1,233 8 41 19 UBS Investment Bank 4,986 4 41 19 Cormark Securities 968 8 - 20 Guggenheim Partners 4,723 2 15 20 PwC 672 7

The financial adviser league tables by value and volume have been run from 01/01/2014 to the 06/30/2014, excluding lapsed and withdrawn deals. The tables are based on advice to a Canadian bidder, target or vendor.

LEGAL ADVISERS

TOP 20 – RANKED BY VALUE TOP 20 – RANKED BY VOLUME

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2013 2014 (US$m) of Deals 2013 2014 (US$m) of Deals

2 1 Osler, Hoskin & Harcourt 66,898 31 1 1 Stikeman Elliott 18,515 45 4 2 Skadden Arps Slate Meagher & Flom 59,912 11 3 2 Blake, Cassels & Graydon 57,103 34 3 3 Blake, Cassels & Graydon 57,103 34 13 3 Norton Rose Fulbright 18,031 34 12 4 Latham & Watkins 54,831 11 6 4 Gowling Lafleur Henderson 7,204 34 9 5 Sullivan & Cromwell 47,166 5 2 5 Osler, Hoskin & Harcourt 66,898 31 1 6 Stikeman Elliott 18,515 45 4 6 McCarthy Tetrault 6,407 29 30 7 Norton Rose Fulbright 18,031 34 5 7 Torys 10,773 18 6 8 Torys 10,773 18 11 8 Davies Ward Phillips & Vineberg 10,212 15 41 9 Davies Ward Phillips & Vineberg 10,212 15 18 9 Bennett Jones 4,360 14 16 10 Kirkland & Ellis 10,007 9 8 10 Borden Ladner Gervais 1,499 14 26 11 Gowling Lafleur Henderson 7,204 34 12 11 Cassels Brock & Blackwell 3,656 12 8 12 McCarthy Tetrault 6,407 29 9 12 Fasken Martineau Dumoulin 2,503 12 180 13 Simpson Thacher & Bartlett 6,113 6 17 13 Skadden Arps Slate Meagher & Flom 59,912 11 14 14 Paul Weiss Rifkind Wharton & Garrison 5,955 7 14 14 Latham & Watkins 54,831 11 80 15 Dentons 5,525 7 10 15 Goodmans 2,533 11 64 16 Burnet Duckworth & Palmer 5,409 10 21 16 Burnet Duckworth & Palmer 5,409 10 28 17 Fried Frank Harris Shriver & Jacobson 5,050 2 24 17 Kirkland & Ellis 10,007 9 34 18 Greenberg Traurig 5,026 2 23 18 Baker & McKenzie 505 8 - 19= Fox Rothschild 4,900 1 19 19 McMillan 369 8 - 19= Herzog, Fox and Neeman 4,900 1 16 20 Paul Weiss Rifkind Wharton & Garrison 5,955 7

The legal adviser league tables by value and volume have been run from 01/01/2014 to the 06/30/2014, including lapsed and withdrawn deals. The tables are based on advice to a Canadian bidder, target or vendor.

DEAL DRIVERS - CANADA 42 WEST

WEST

Tech and healthcare will drive West Coast of WhatsApp, which strengthened the social “The bulk of middle market M&A has dealmaking, but small business continues network’s presence in mobile messaging. been private equity firms buying or selling to struggle In another example, Google paid US$3.2bn companies from other private equity firms.” for smart meter maker Nest, which But it has been a more difficult market for The technology and the healthcare industries gives it a foothold inside people’s homes smaller, privately-held businesses. When the will continue to drive West Coast M&A and showcased its desire to play in the economic recession hit, many believed they in the second half of 2014, according to burgeoning Internet of Things. In yet another could grow their bottom lines again as the dealmakers. example, Apple’s US$3bn acquisition of economy improved, but for the majority that Beats, primarily for its music streaming has failed to happen. This is partly due to the Big corporations are expected to continue service, came after Apple failed to make slowness of the recovery, but also because making the multi-billion dollar deals that headway with its own streaming service. of the increasingly burdensome regulatory occurred in telecom, social media and life environment, particularly in California which sciences earlier this year, driven by large Older tech titans like Oracle, which agreed to has one of the nation’s highest minimum cash hordes and easy access to credit but acquire restaurant software company Micros wage rates. also because they need innovation to jump- Systems in June for US$5.3bn, will continue start growth. to lead the M&A charge. Meanwhile some “The ones that are doing well are attracting Silicon Valley incumbents like Hewlett- a lot of strategic interest and getting For smaller companies that are not in the Packard, which have had to work through attractive multiples,” Barnard said. But only tech industry, particularly those based in periods of management and market change, “a select few” of the best-run privately held California where regulatory burdens are are unlikely to remain on the M&A sidelines companies are commanding the valuations more onerous, growth remains elusive. for long. that the sellers, many of whom are baby Consequently, sellers of these smaller boomers, desire for their retirement, companies will struggle to attract buyers Simoudis said the need for innovation will Barnard explained. at the desired prices. drive acquisitions across many different sectors, but especially in the pharmaceutical A lot of those left in the cold, who have been Josh Cook, a partner at the law firm industry. “We will also see acquisitions to unable to attract buyer interest, will look for Gunderson Dettmer, said he expects the acquire new drugs that have received FDA growth equity financing from a subordinated West Coast to drive much of the technology approval, to acquire new drug discovery or debt provider, a business development dealmaking throughout the second half of delivery platforms or in the personalized company or a private equity firm willing to the year, due to the large and diverse array medicine space.” take a minority position, said Barnard. That of companies based there. will allow owners to take some money off the An entrepreneur group in San Diego benefited table but also help their companies hire, buy Cook said he expects continued activity in from the interest in personalized medicine more capital equipment and turn into more the “Internet of Things” space, as evidenced by selling two companies to Johnson & desirable businesses. by the recent Nest purchase of Dropcam Johnson and Genentech. In July, Genentech for US$555m. Cook said he expects Google, agreed to buy Seragon Pharmaceuticals, a by Mark Andress and Chris Metinko which acquired Nest in January of 2014, to developer of next-generation oral selective continue its M&A trend as it tries to build its estrogen receptor degraders (SERDs), for Internet of Things portfolio. “We’re seeing up to US$1.725bn. In another personalized more investment from Intel Capital and medicine deal, NeoStem acquired California Google Ventures on that front, especially Stem Cell in April. Google Ventures,” said Cook. Not everyone is optimistic, however. Bailey Evangelos Simoudis, a senior managing “Biff” Barnard, a partner at San Francisco- director at Palo Alto-based venture capital based middle market investment bank firm Trident Capital, said M&A levels will Barnard/Montague Capital Advisors, continue to be high because companies need cautioned that while the tech and healthcare to acquire innovative technologies to help sectors and big corporations have all seen them find growth again. “Innovation-driven high levels of M&A, smaller companies in acquisitions are on the rise,” said Simoudis. manufacturing, distribution and business services have not. “It’s a deceptively Examples of such transactions in H1 2014 bifurcated market,” he said. included Facebook’s US$16bn acquisition

DEAL DRIVERS – WEST 43

WEST TOP 15 ANNOUNCED DEALS FOR YEAR ENDING 30 JUNE 2014 (BASED ON THE DOMINANT LOCATION OF THE TARGET)

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

18-May-14 P AT&T Inc DIRECTV TMT 65,495 18-Jun-14 P Valeant Pharmaceuticals International Inc Allergan Inc (90.29% Stake) Life Sciences & Healthcare 45,194 19-Feb-14 P Facebook Inc WhatsApp Inc TMT Sequoia Capital 16,000 06-Mar-14 P Albertsons LLC Safeway Inc Consumer 7,871 16-Jun-14 P Level 3 Communications Inc TW Telecom Inc TMT 7,381 04-Apr-14 C Blackstone Group LP The Gates Corporation Industrials, Chemicals & Onex Corporation; and Canada 5,400 Engineering Pension Plan Investment Board 20-Feb-14 P Brookdale Senior Living Inc Emeritus Corporation Life Sciences & Healthcare 5,310 07-Apr-14 P Mallinckrodt Plc Questcor Pharmaceuticals Inc Life Sciences & Healthcare 4,950 16-Jun-14 P CVC Capital Partners Limited; Advantage Sales & Marketing LLC TMT Apax Partners LLP 4,000 and Leonard Green & Partners LP 13-Jan-14 C Google Inc Nest Labs Inc Consumer Kleiner, Perkins, Caufield & Byers; 3,200 Venrock; Lightspeed Venture Partners; and Shasta Ventures 28-May-14 P Apple Inc Beats Electronics LLC Consumer The Carlyle Group; Dr. Dre (Private 3,000 Investor); and Jimmy Iovine (Private Investor) 26-Jun-14 P London Stock Exchange (LSE) Plc Frank Russell Company Financial Services The Northwestern Mutual Life 2,700 Insurance Company 04-Jun-14 P NRG Yield Inc Terra-Gen Power LLC (Alta Wind facility) Energy, Mining, Oil & Gas Terra-Gen Power LLC 2,470 13-Jun-14 P Priceline.com Inc OpenTable Inc TMT 2,310 29-May-14 P Steve Ballmer (Private Investor) Los Angeles Clippers Inc Leisure Donald Sterling (Private Investor); 2,000 and Shelly Sterling (Private Investor)

C= Completed; P= Pending; L= Lapsed

MIX OF DEALS BY INDUSTRY SECTOR

VALUE VOLUME Industrials, Manufacturing & Engineering 0.1% 0.2% 0.4% 0.5% 0.2% Financial Services 4.6% 2.1% 1.7% 11.5% 3.0% 10.9% Business Services 25.4% 7.0% Consumer 2.2% 5.9% 4.0% Energy, Mining, Oil & Gas 7.1% TMT 13.7% 0.3% Leisure 1.8% Transportation Life Sciences & Healthcare 32.1% 9.3% Construction

Real Estate 48.2% 7.9% Agriculture

Defense

DEAL DRIVERS – WEST 44

WEST M&A SPLIT BY DEAL SIZE

VALUE VOLUME

275 1,400

250 1,200 9 225 4 12 4 12 54 5 5 11 55 200 10 45 1,000 29 45 5 52 43 42 33 46 175 95.5 152.7 6 46.9 800 399 150 25 2 420 426 35.0 460 26 387 7 125 33 7

45.4 Volume 37.2 38.3 600 39 36.9 337 101.6 35.6

Value (US$bn) Value 100 13.5 29.2 233 22.6 400 75 57.7 37.5 53.6 44.0 511 598 31.1 4.9 505 542 50 35.8 458 24.4 200 381 11.0 17.0 18.9 14.7 15.3 326 25 8.9 13.8 25.5 24.6 24.2 25.1 16.0 21.9 17.2 0 0 2008 2009 2010 2011 2012 2013 H1 2014 2008 2009 2010 2011 2012 2013 H1 2014

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

QUARTERLY M&A ACTIVITY

VALUE VOLUME

200,000 340 320 175,000 300 280 150,000 260 240 220 125,000 200 180 100,000 160 Volume 140 75,000 Value (US$m) Value 120 100 50,000 80 60 25,000 40 20 0 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 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 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 14 14 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 14 14 Quarter Ended Quarter Ended Moving average trend line

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

DEAL DRIVERS – WEST 45

WEST FINANCIAL ADVISERS

TOP 20 – RANKED BY VALUE TOP 20 – RANKED BY VOLUME

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2013 2014 (US$m) of Deals 2013 2014 (US$m) of Deals

10 1 Bank of America Merrill Lynch 164,179 26 3 1 Goldman Sachs 155,755 36 2 2 Goldman Sachs 155,755 36 4 2 Bank of America Merrill Lynch 164,179 26 6 3 Morgan Stanley 80,336 23 1 3 JPMorgan 28,240 24 9 4 Lazard 73,794 12 11 4 Credit Suisse 24,359 24 4 5 Barclays 66,514 20 2 5 Morgan Stanley 80,336 23 24 6 RBC Capital Markets 51,322 15 8 6 Barclays 66,514 20 11 7 Citi 39,614 18 13 7 Citi 39,614 18 1 8 JPMorgan 28,240 24 5 8 Houlihan Lokey 11,734 18 3 9 Credit Suisse 24,359 24 9 9 Deutsche Bank 17,509 17 8 10 Deutsche Bank 17,509 17 6 10 Jefferies 6,533 17 39 11 Allen & Company 17,060 6 22 11 Piper Jaffray & Co 1,062 16 12 12 Evercore Partners 11,826 11 18 12 RBC Capital Markets 51,322 15 33 13 Houlihan Lokey 11,734 18 33 13 Harris Williams & Co 2,151 14 34 14 Centerview Partners 11,667 5 40 14 Robert W. Baird & Co 2,044 13 19 15 Wells Fargo Securities 10,829 12 7 15 Lazard 73,794 12 16 16 Greenhill & Co 10,571 4 16 16 Wells Fargo Securities 10,829 12 15 17 Rothschild 9,540 8 20 17 Evercore Partners 11,826 11 7 18 Moelis & Company 9,165 10 15 18 William Blair & Company 2,062 11 21 19 Jefferies 6,533 17 12 19 Moelis & Company 9,165 10 - 20 Jamieson Corporate Finance 5,812 2 10 20 Stifel/KBW 2,431 10

The financial adviser league tables by value and volume have been run from 01/01/2014 to the 06/30/2014, including 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 ADVISERS

TOP 20 – RANKED BY VALUE TOP 20 – RANKED BY VOLUME

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2013 2014 (US$m) of Deals 2013 2014 (US$m) of Deals

10 1 Sullivan & Cromwell 125,169 13 1 1 Latham & Watkins 117,712 60 1 2 Latham & Watkins 117,712 60 3 2 Kirkland & Ellis 22,834 56 22 3 Weil Gotshal & Manges 106,252 29 4 3 O'Melveny & Myers 8,664 52 18 4 Simpson Thacher & Bartlett 94,727 25 9 4 Fenwick & West 22,423 50 19 5 Skadden Arps Slate Meagher & Flom 84,223 24 11 5 Cooley 5,208 47 21 6 Jones Day 79,865 31 5 6 Wilson Sonsini Goodrich & Rosati 9,060 44 47 7 Cleary Gottlieb Steen & Hamilton 73,702 10 2 7 DLA Piper 1,464 34 6 8 Shearman & Sterling 72,838 20 6 8 Jones Day 79,865 31 112 9 Debevoise & Plimpton 69,560 6 10 9 Weil Gotshal & Manges 106,252 29 52 10 Arnold & Porter 65,630 5 16 10 Goodwin Procter 8,996 26 - 11 Harris Wiltshire & Grannis 65,495 1 25 11 Simpson Thacher & Bartlett 94,727 25 125 12 Osler, Hoskin & Harcourt 53,888 8 7 12 Skadden Arps Slate Meagher & Flom 84,223 24 11 13 Blake, Cassels & Graydon 45,277 4 12 13 Perkins Coie 7,676 24 26 14 Kirkland & Ellis 22,834 56 8 14 Gibson Dunn & Crutcher 7,693 22 55 15 Fenwick & West 22,423 50 17 15 Morgan Lewis & Bockius 5,203 22 9 16 Wachtell, Lipton, Rosen & Katz 18,528 10 23 16 Shearman & Sterling 72,838 20 45 17 Willkie Farr & Gallagher 14,721 13 24 17 Ropes & Gray 6,172 19 25 18 White & Case 12,762 16 13 18 White & Case 12,762 16 119 19 Richards Layton & Finger 11,855 6 37 19 Dorsey & Whitney 1,034 16 51 20 Freshfields Bruckhaus Deringer 10,677 7 34 20 Davis Polk & Wardwell 5,550 15

The legal adviser league tables by value and volume have been run from 01/01/2014 to the 06/30/2014, including 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.

DEAL DRIVERS – WEST 46 MIDWEST

MIDWEST

Buoyant M&A prospects seen in Midwest, strategic buyers and private equity are to see strong M&A activity in the Midwest, sources say looking at acquisitions. Barr said, pointing to medical devices. Many manufacturers are based in the region, and Experts are upbeat about prospects for M&A He pointed to Chicago-based The Edgewater several recent deals “shook the trees,” he said. in the Midwest for the latter half of the year Funds, which acquired, along with Acorn and into 2015, particularly in industrials, Growth Cos, the UK’s Tods Aerospace & Last month, for instance, Minneapolis- medical and consumer. Defence a year ago for an undisclosed based medical device company Medtronic amount, as an organization building out announced it would acquire Ireland’s Jeffrey Golman, who heads the investment its parts platform. Covidien, also a device manufacturer, banking practice for Chicago-based Mesirow for US$42.9bn. Financial, said he foresees “a continuation of “We’re particularly high” on aerospace the level of activity we saw in the first half of and expect “a lot” of growth in that area, There are a couple of “very large” medical 2014.” It was the best half at Mesirow since added Laurence Barr, senior vice president device companies, many second-tier 2007, he noted. of Chicago-based investment bank and organizations and a “ton of mom and pops” business advisory firm Kinsella Group. There generating revenues in the US$1m-US$25m There were 1,171 deal announcements in are about 19,000 to 20,000 commercial range, Barr said. It will be a “challenge” for the Midwest for H1 2014, according to the airliners in service, he noted, and that figure some organizations to continue operating, Mergermarket database, a 38% increase over is projected to double over the next 10 to 20 with options that include becoming a the 849 in the comparable period of 2013. years, pointing to pressure on engine and subcontractor to large manufacturers, parts manufacturers. going out of business or selling. Cash Balances, Equity Valuations Strategic buyers with high cash balances as Building Products, Chemicals, The consumer space should also see some well as “extremely high” equity valuations Other Manufacturing M&A, several sources said, pointing to food are driving some of the M&A activity, said Building products is anticipated to be and beverage and other areas. Omar Diaz, managing director of Chicago- strong through the remainder of the year as based investment bank Dresner Partners. residential construction shows some bite, Private Equity, Activists The Dow has reached 17,000 points and years after the severe downturn in building, Private equity firms with high cash the S&P and NASDAQ are also doing well. Diaz said. In May, he noted, CCMP Capital balances are another driver of M&A, These give boards of directors and chief Advisors paid 14.3x EBITDA for controlling several sources said. executives “comfort” that they can complete interest in Cincinnati-based Hillman Cos, a acquisitions, he said. distributor of hardware and other products An interesting outlier, however, is that some for the home improvement market, in a deal of these firms are chasing “the perfect deal,” EBITDA multiples on M&A deals in the worth US$1.5bn. Barr said. Specific things, such as customer Midwest have been “robust,” Diaz said, concentrations or size, are sought, and some averaging around 10.5x to 10.6x on deals In chemicals, there continues to be PEs balk at pulling the trigger on a deal. of all sizes and exceeding the cycle average ongoing portfolio optimization, Diaz of 8x to 8.5x. The surge could last four to five said, and some strategics are focusing Activists are expected to continue stepping years, he said. on core competencies. Michigan-based up their investments in Midwest companies, Dow Chemical is selling most of its basic Golman said, pointing to Wisconsin-based Big M&A deals — those exceeding US$1bn chemicals business so that the organization Wausau Paper as an example. In January, in value — should continue to happen in the can focus on specialty chemicals. Wausau disclosed a new activist investor, region because of the “comfort” of CEOs and Altai Capital Management, which took a 5.5% boards of directors, Diaz said. General manufacturing, especially stake in the company. It joins other activists, packaging and plastic, is also expected to including Starboard Value, which has a Low interest rates for borrowing and high show some M&A strength, Diaz said. In 15.2% stake in Wausau. leverage multiples are also spurring activity, February, Illinois-based Victor Technologies, several sources said. a manufacturer of welding and cutting These activists seek to create catalysts systems, was acquired by Maryland-based for value in companies, Golman said. And Aerospace Colfax Corp (NYSE:CFX) for US$947m. Colfax because they focus on large targets, they will Aerospace is projected to be strong in the paid 9.5x EBITDA, he noted. continue to look at Midwestern organizations region over the latter half of the year in part for investment. due to the buildout of commercial jet and Medical business fleets globally, Diaz said. Large Markets other than industrials are expected by Craig Barner

DEAL DRIVERS – MIDWEST 47

MIDWEST TOP 15 ANNOUNCED DEALS FOR YEAR ENDING 30 JUNE 2014 (BASED ON THE DOMINANT LOCATION OF THE TARGET)

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

13-Jan-14 C Suntory Holdings Limited Beam Inc Consumer 15,428 24-Apr-14 P Zimmer Holdings Inc Biomet Inc Life Sciences & Healthcare 13,350 23-Jun-14 P Wisconsin Energy Corporation Integrys Energy Group Inc Energy, Mining, Oil & Gas 9,037 14-Apr-14 P Teachers Insurance and Annuity Nuveen Investments Inc Financial Services Madison Dearborn Partners LLC 6,250 Association of America-College Retirement Equities Fund 01-Jan-14 C Fiat North America LLC Chrysler Group LLC (41.46% Stake) Industrials, Chemicals & Voluntary Employees Beneficiary Association 3,650 Engineering 15-Apr-14 P Zebra Technologies Corporation Motorola Solutions Inc (Enterprise TMT Motorola Solutions, Inc. 3,450 division) 06-Feb-14 C The Carlyle Group The Industrial Packaging Group Industrials, Chemicals & Illinois Tool Works Inc. 3,200 Engineering 29-Jan-14 P Lenovo Group Limited Motorola Mobility Holdings Inc TMT Google Inc. 2,910 09-Apr-14 P Mars Incorporated Procter & Gamble Company (Iams, Consumer Procter & Gamble Company 2,900 Eukanuba and Natura pet-food brands) 17-Apr-14 C Post Holdings Inc Michael Foods Inc Consumer Thomas H. Lee Partners, L.P.; GS Capital Partners 2,450 10-Feb-14 P Kite Realty Group Trust Inland Diversified Real Estate Trust Inc Real Estate 2,207 10-Feb-14 P Continental Aktiengesellschaft Veyance Technologies Inc Industrials, Chemicals & Carlyle Partners IV LP 1,910 Engineering 10-Mar-14 P American Energy - Utica LLC; and East Resources Inc (27,000 net acres of Energy, Mining, Oil & Gas East Resources, Inc. 1,679 American Energy - Marcellus LLC leasehold in Monroe County, Ohio); and East Resources Inc (48,000 net acres of leasehold in West Virginia) 05-Jun-14 C Minerals Technologies Inc AMCOL International Corporation Industrials, Chemicals & 1,673 Engineering 12-Feb-14 C The Timken Company TimkenSteel Corporation Industrials, Chemicals & The Timken Company 1,656 (Shareholders) Engineering

C= Completed; P= Pending; L= Lapsed

MIX OF DEALS BY INDUSTRY SECTOR

VALUE VOLUME Industrials, Manufacturing & Engineering 0.6% 1.1% Financial Services 1.9% 2.2% 0.2% 7.3% Business Services 15.2% 22.5% 1.7% Consumer 3.4% 33.6% 1.8% Energy, Mining, Oil & Gas 1.0% 10.6% TMT 7.7%

Leisure 8.9%

Transportation 5.6% 10.8% Life Sciences & Healthcare 5.3%

Construction 11.9% 9.9%

Real Estate 24.9% 11.9% Agriculture

Defense

DEAL DRIVERS – MIDWEST 48

MIDWEST M&A SPLIT BY DEAL SIZE

VALUE VOLUME

250 900

225 800 7 5 6 8 1 200 7 6 6 41 6 700 36 31 13 40 6 31 35 36 25 175 140.3 30 600 150 2 244 266 7 220 233 500 13 243 4 9 7 125 108.4 31 64.8 28 40.4 Volume 400 163 100 6.5 44.1 132 Value (US$bn) Value 27.7 54.7 300 75 21.7 22.5 16.9 20.8 421 25.2 200 389 415 50 38.9 42.0 408 28.5 32.0 33.0 316 360 12.5 29.2 262 25 10.9 13.5 12.4 11.0 11.1 8.7 100 3.4 10.1 15.8 9.2 13.3 15.4 16.2 14.7 9.4 0 0 2008 2009 2010 2011 2012 2013 H1 2014 2008 2009 2010 2011 2012 2013 H1 2014

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

QUARTERLY M&A ACTIVITY

VALUE VOLUME

130,000 250 120,000 225 110,000 200 100,000 90,000 175

80,000 150 70,000 125 60,000 Volume 50,000 100 Value (US$m) Value 40,000 75 30,000 50 20,000 25 10,000 0 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 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 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 14 14 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 14 14 Quarter Ended Quarter Ended Moving average trend line

Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in the Midwest. Industry sector is based on dominant industry of target.

DEAL DRIVERS – MIDWEST 49

MIDWEST FINANCIAL ADVISERS

TOP 20 – RANKED BY VALUE TOP 20 – RANKED BY VOLUME

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2013 2014 (US$m) of Deals 2013 2014 (US$m) of Deals

7 1 Goldman Sachs 126,255 34 4 1 Goldman Sachs 126,255 34 9 2 Morgan Stanley 61,386 23 10 2 Barclays 52,479 31 10 3 Barclays 52,479 31 8 3 Bank of America Merrill Lynch 50,398 29 25 4 Perella Weinberg Partners 51,754 4 2 4 JPMorgan 39,214 24 3 5 Bank of America Merrill Lynch 50,398 29 7 5 Morgan Stanley 61,386 23 1 6 Lazard 44,003 22 1 6 Lazard 44,003 22 11 7 Credit Suisse 42,304 15 12 7 RBC Capital Markets 22,408 17 2 8 JPMorgan 39,214 24 14 8 Houlihan Lokey 3,466 17 5 9 Centerview Partners 23,931 6 15 9 Robert W. Baird & Co 3,094 17 26 10 RBC Capital Markets 22,408 17 6 10 William Blair & Company 3,461 16 8 11 Citi 22,193 15 29 11 Stifel/KBW 2,227 16 15 12 Deutsche Bank 18,921 10 9 12 Credit Suisse 42,304 15 21 13 UBS Investment Bank 12,468 7 5 13 Citi 22,193 15 - 14 Loop Capital Markets 12,186 1 38 14 Piper Jaffray & Co 1,922 13 4 15 Wells Fargo Securities 10,666 11 16 15 Lincoln International 318 13 17 16 Evercore Partners 10,286 11 17 16 Moelis & Company 8,613 12 6 17 Moelis & Company 8,613 12 24 17 Raymond James & Associates 545 12 - 18 BDT Capital Partners 5,000 1 34 18 Wells Fargo Securities 10,666 11 14 19 Houlihan Lokey 3,466 17 18 19 Evercore Partners 10,286 11 31 20 William Blair & Company 3,461 16 30 20 KPMG 403 11

The financial adviser league tables by value and volume have been run from 01/01/2014 to the 06/30/2014, excluding lapsed and withdrawn deals. The tables are based on advice to a Mid West bidder, target or vendor. States: Illinois, Indiana, Iowa, Kansas, Michigan, Minnesota, Missouri, Nebraska, North Dakota, Ohio, South Dakota, Wisconsin.

LEGAL ADVISERS

TOP 20 – RANKED BY VALUE TOP 20 – RANKED BY VOLUME

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2013 2014 (US$m) of Deals 2013 2014 (US$m) of Deals

13 1 Skadden Arps Slate Meagher & Flom 107,915 25 1 1 Kirkland & Ellis 62,325 65 18 2 Cleary Gottlieb Steen & Hamilton 82,548 6 2 2 Jones Day 11,399 33 3 3 Sullivan & Cromwell 70,696 15 4 3 Skadden Arps Slate Meagher & Flom 107,915 25 5 4 Freshfields Bruckhaus Deringer 64,754 10 9 4 Latham & Watkins 10,369 25 4 5 Kirkland & Ellis 62,325 65 22 5 Weil Gotshal & Manges 31,595 22 1 6 Wachtell, Lipton, Rosen & Katz 58,325 11 47 6 Baker & McKenzie 4,940 22 92 7 A&L Goodbody 46,554 2 6 7 White & Case 45,877 21 - 8= Arthur Cox 45,894 1 11 8 Sidley Austin 16,297 21 - 8= Matheson 45,894 1 5 9 Foley & Lardner 10,584 20 - 8= Slaughter and May 45,894 1 32 10 Cooley 2,520 20 17 11 White & Case 45,877 21 3 11 DLA Piper 1,637 20 2 12 Davis Polk & Wardwell 32,106 8 39 12 Morgan Lewis & Bockius 2,025 19 44 13 Weil Gotshal & Manges 31,595 22 30 13 McDermott Will & Emery 1,468 17 55 14 Ropes & Gray 23,030 13 7 14 Sullivan & Cromwell 70,696 15 33 15 Baker Botts 21,552 4 18 15 Winston & Strawn 11,696 15 10 16 Sidley Austin 16,297 21 23 16 Ropes & Gray 23,030 13 39 17 Fried Frank Harris Shriver & Jacobson 15,457 9 29 17 Paul Weiss Rifkind Wharton & Garrison 11,820 13 250 18 Nishimura & Asahi 15,428 1 17 18 Baker & Hostetler 933 13 16 19 Cravath, Swaine & Moore 14,755 6 20 19 Bryan Cave 891 13 11 20 Simpson Thacher & Bartlett 14,363 9 19 20 Paul Hastings 156 13

The legal adviser league tables by value and volume have been run from 01/01/2014 to the 06/30/2014, including lapsed and withdrawn deals. The tables are based on advice to a Mid West bidder, target or vendor. States: Illinois, Indiana, Iowa, Kansas, Michigan, Minnesota, Missouri, Nebraska, North Dakota, Ohio, South Dakota, Wisconsin.

DEAL DRIVERS – MIDWEST 50 SOUTH

SOUTH

Southern dealmakers optimistic H2 2014 One of the deals from the first half of Steel, however, is one industry that could M&A will be sparked by low rates, high this year that turned Price’s head was begin to rebound, Price said. The US, which valuations, stashed PE funds Birmingham, Alabama-based Protective lost many of its mills in the mid-1990s, Life (NYSE:PL) being acquired last June by “does not produce enough steel to meet our Dealmakers remain encouraged by a Japan’s Dia-ichi Life Insurance (TYO:8750) own needs,” said Price. He noted that an fluid first quarter in the South. There are for a Japanese record US$5.7bn. Another upgrade in technology is needed in the space. expectations that activity during H2 2014 will head-turner, Price said, was Calvert, Charlotte, North Carolina-based Nucor and continue to be driven by low interest rates, Alabama-based ThyssenKrupp Steel Fort Wayne, Indiana-based Steel Dynamics rising valuations and a pent-up supply of USA being acquired by ArcelorMittal and are considered potential bidders throughout M&A money by big companies and private Nippon Steel and Sumitomo Metal Corp for the South, Price said. Two separate potential equity markets. US$1.55bn in a joint venture that closed targets in the region include Severstal’s site during Q1 2014. in Columbus, Mississippi, and a stand-alone “There seems to be a lot of money looking facility funded by PE investors currently for places to go,” said Gene Price, a partner Late in H2 2013, Boca Raton, Florida-based under construction, he said. at Birmingham, Alabama-based law firm Office Depot (NYSE:ODP) acquired rival Burr & Forman. OfficeMax (NYSE:OMX) for US$976m, and The IPO market during Q1 2014 rose the deal’s retail repercussions were felt dramatically with at least seven IPOs coming During Q1 2014, 146 transactions were early in 2014, said James Cassel, chairman from the South. The three largest IPOs were completed for companies in the South, and co-founder of Miami-based Cassel Richmond, Virginia-based CHC Group, a totaling US$14.9bn, compared to last year’s Salpeter & Co. helicopter operation business for offshore value of US$10.2bn. The US$2.4bn sale of oil and gas industries, raising US$310m; Memphis, Tennessee’s Sedgwick Claims Cassel also expects that both health care, Reston, Virginia-based Continental Building Management Services to New York-based PE including biotech, and technology are Products, a gypsum wallboard manufacturer, firm Kohlberg Kravis Roberts was one of the going to be “hot” spaces during H2 2014. raising US$164.7m; and Arlington, Virginia- region’s top Q1 2014 deals, according to this Lower middle market and bigger deals are based Opower (NYSE:OPWR), a software- new service. expected to rule the near-term Southern as-a-service company, raising US$115.9m, M&A landscape, he explained, noting that according to Nasdaq.com listings. Seventy-four percent of the region’s deal low interest rates will enable sellers to make values originated from Georgia, with 30 the buyers “pay up.” Price said “it’s hard to tell” if the IPO market deals totaling US$5.6bn, and Florida, with will continue to climb, but added the market 44 deals worth US$4.6bn. Price expects One recent healthcare deal - the US$1.65bn will remain hot if valuations remain high. these two states, buoyed by large size and acquisition of Fort Lauderdale, Florida-based growing populations, to remain the M&A MAKO Surgical by Michigan-based Stryker Over the past few years, Price said strategic catalysts in the region throughout the - had “healthy multiples” of 12x to 14x book buyers have spearheaded M&A in the South, remainder of the year. value, Cassel noted. but that added PE firms are becoming more active. Possibly growing weary of remaining While interest rates remain low, Florida “This is one of the busiest years we’ve had,” on the “sidelines” and as banks continue appears poised to experience “a lot of deals” Slavens said, confirming valuations “are up to loosen lending requirements, PE firms in health care and technology during H2 a little bit.” are in position to become more aggressive, 2014, said Aaron Slavens, a shareholder at Price said. Miami-based Greenberg Traurig. Information There is a tremendous amount of technology within the health care sector, competition between bidders during “From everything I hear,” Price said, “there is an area that combines both healthcare and due diligence as well as intense activity a lot of PE money still on the sidelines.” technology, is “growing up,” Price said, by prospective buyers to find the right adding that electronic medical record (EMR) companies. “It’s a very competitive by Jeff Hawkins and remote medicine are emerging sectors. landscape now which is driving up pricing.”

During Q1 2014, the technology sector, with However, the region’s slower growing total Southern deal values of US$3.6bn, sectors – retail, restaurant and coal-related and business services, with Southern deals companies – could continue to struggle totaling US$3.2bn, were the most active and we are not likely to see as much M&A sectors in the region, according to data from activity, Cassel said. this news service.

DEAL DRIVERS – SOUTH 51

SOUTH TOP 15 ANNOUNCED DEALS FOR YEAR ENDING 30 JUNE 2014 (BASED ON THE DOMINANT LOCATION OF THE TARGET)

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

30-Apr-14 P Exelon Corporation Pepco Holdings Inc Energy, Mining, Oil and Gas 12,186 10-Apr-14 C SLM Corporation (Shareholders) Navient Corporation Financial Services Sallie Mae Inc 6,430 15-Jun-14 C Williams Companies Inc Access Midstream Partners LP (25% Energy, Mining, Oil and Gas Global Infrastructure Partners II 5,995 Stake); and Access Midstream Partners GP LLC (50% Stake) 04-Jun-14 P The Dai-ichi Life Insurance Company Protective Life Corporation Financial Services 5,708 23-Jun-14 P Oracle Corporation MICROS Systems Inc TMT 4,422 02-Jun-14 C Element Financial Corporation PHH Vehicle Management Services LLC Business Services PHH Corporation 4,369 06-May-14 C Simon Property Group Inc (Shareholders) Washington Prime Group Inc Real Estate Simon Property Group Inc 3,262 07-May-14 C Encana Oil & Gas (USA) Inc Freeport-McMoRan Oil & Gas LLC Energy, Mining, Oil and Gas Freeport-McMoRan Oil & Gas LLC 3,100 (Eagle Ford Shale Assets) 01-May-14 C National Oilwell Varco Inc (Shareholders) NOW Inc Business Services National Oilwell Varco Inc 3,025 25-Jun-14 P C&J Energy Services Inc Nabors Industries Inc (Completion and Energy, Mining, Oil and Gas Nabors Industries Inc 2,860 production services businesses) 28-Jan-14 C Martin Marietta Materials Inc Texas Industries Inc Construction 2,636 09-Jun-14 P American Energy - Permian Basin LLC Enduring Resources LLC (63,000 net Energy, Mining, Oil and Gas Enduring Resources LLC 2,500 acres in Reagan and Irion Counties) 21-Mar-14 P Media General Inc LIN Media LLC TMT 2,473 27-Jan-14 C Kohlberg Kravis Roberts & Co LP Sedgwick Claims Management Services Business Services Hellman & Friedman LLC; 2,400 Inc (Undisclosed Majority Stake) and Stone Point Capital LLC 29-May-14 P Amsurg Corp Sheridan Healthcare Inc Life Sciences & Healthcare Hellman & Friedman LLC 2,350

C= Completed; P= Pending; L= Lapsed

MIX OF DEALS BY INDUSTRY SECTOR

VALUE VOLUME Industrials, Manufacturing & Engineering 0.8% 2.4% 0.1% Financial Services 2.7% 0.9% 0.7% 9.6% 3.3% 7.2% 17.2% Business Services 0.3% 10.2%

Consumer 3.2% 11.1% 1.6% Energy, Mining, Oil & Gas 3.7% 11.5% TMT 11.3% Leisure 11.7% 14.1% Transportation

Life Sciences & Healthcare 3.5% 13.2% Construction 17.2% Real Estate 36.7% 6.0% Agriculture

Defense

DEAL DRIVERS – SOUTH 52

SOUTH M&A SPLIT BY DEAL SIZE

VALUE VOLUME

400 1,600

350 1,400 7 24 8 5 7 12 83 6 17 18 50 20 80 81 300 1,200 75 71 52 70 58 76 252.7 164.8 250 64.0 1,000 5 73.3 12 460 74.1 31 491 37 445 455 431 4 200 800 42 16 76.1 Volume 35 56.9 363 74.3 150 95.1 62.2 59.3 600 Value (US$bn) Value 30.3 258 21.8 100 79.8 44.1 400 79.8 693 37.4 68.8 63.9 616 655 45.7 613 611 50 27.0 44.9 200 458 414 19.5 20.6 26.6 27.9 25.0 12.8 12.4 28.3 20.6 29.8 29.2 32.7 30.6 18.4 0 0 2008 2009 2010 2011 2012 2013 H1 2014 2008 2009 2010 2011 2012 2013 H1 2014

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

QUARTERLY M&A ACTIVITY

VALUE VOLUME

140,000 450

400 120,000

350 100,000 300

80,000 250

200 60,000 Volume

Value (US$m) Value 150 40,000 100

20,000 50

0 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 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 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 14 14 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 14 14 Quarter Ended Quarter Ended Moving average trend line

Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in the South. Industry sector is based on dominant industry of target.

DEAL DRIVERS – SOUTH 53

SOUTH FINANCIAL ADVISERS

TOP 20 – RANKED BY VALUE TOP 20 – RANKED BY VOLUME

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2013 2014 (US$m) of Deals 2013 2014 (US$m) of Deals

7 1 Goldman Sachs 141,640 48 1 1 Goldman Sachs 141,640 48 3 2 Bank of America Merrill Lynch 96,868 29 7 2 Barclays 54,220 33 14 3 Lazard 87,519 26 9 3 Citi 38,357 33 4 4 JPMorgan 54,533 32 8 4 JPMorgan 54,533 32 2 5 Barclays 54,220 33 14 5 Bank of America Merrill Lynch 96,868 29 11 6 Morgan Stanley 47,498 27 5 6 Houlihan Lokey 3,309 29 5 7 Citi 38,357 33 13 7 Morgan Stanley 47,498 27 1 8 Credit Suisse 26,758 23 6 8 Lazard 87,519 26 10 9 UBS Investment Bank 20,711 13 10 9 RBC Capital Markets 14,288 25 8 10 RBC Capital Markets 14,288 25 4 10 Evercore Partners 13,674 25 15 11 Jefferies 14,090 19 11 11 Stifel/KBW 2,711 25 6 12 Evercore Partners 13,674 25 2 12 Credit Suisse 26,758 23 9 13 Deutsche Bank 13,085 12 20 13 Raymond James & Associates 629 21 - 14 Centerview Partners 12,416 7 3 14 Jefferies 14,090 19 35 15 Loop Capital Markets 12,248 2 30 15 Robert W. Baird & Co 2,731 18 39 16 Scotiabank 11,053 7 16 16 Moelis & Company 9,452 16 17 17 Wells Fargo Securities 10,312 15 21 17 Sandler O'Neill & Partners 2,091 16 40 18 BMO Capital Markets 9,984 7 19 18 Wells Fargo Securities 10,312 15 22 19 Tudor, Pickering, Holt & Co 9,782 9 15 19 UBS Investment Bank 20,711 13 13 20 Moelis & Company 9,452 16 18 20 Stephens 1,706 13

The financial adviser league tables by value and volume have been run from 01/01/2014 to the 06/30/2014, excluding lapsed and withdrawn deals. The tables are based on advice to a South bidder, target or vendor. States: Alabama, Arkansas, Delaware, District of Columbia, Florida, Georgia, Kentucky, Louisiana, Maryland, Mississippi, North Carolina, Oklahoma, South Carolina, Tennessee, Texas, Virginia, West Virginia.

LEGAL ADVISERS

TOP 20 – RANKED BY VALUE TOP 20 – RANKED BY VOLUME

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2013 2014 (US$m) of Deals 2013 2014 (US$m) of Deals

2 1 Weil Gotshal & Manges 96,885 29 1 1 Kirkland & Ellis 40,791 76 25 2 Sullivan & Cromwell 94,824 14 2 2 Latham & Watkins 49,093 48 10 3 Debevoise & Plimpton 80,153 10 4 3 Jones Day 77,133 42 5 4 Simpson Thacher & Bartlett 78,328 18 5 4 Vinson & Elkins 20,700 42 17 5 Jones Day 77,133 42 3 5 DLA Piper 7,233 41 26 6 Shearman & Sterling 75,564 19 12 6 Weil Gotshal & Manges 96,885 29 56 7 Cleary Gottlieb Steen & Hamilton 74,037 12 13 7 Skadden Arps Slate Meagher & Flom 41,067 25 58 8 Arnold & Porter 65,713 11 7 8 White & Case 25,377 25 - 9 Harris Wiltshire & Grannis 65,495 1 10 9 Greenberg Traurig 10,855 24 1 10 Latham & Watkins 49,093 48 8 10 Morgan Lewis & Bockius 7,912 23 11 11 Skadden Arps Slate Meagher & Flom 41,067 25 35 11 Haynes and Boone 1,336 23 22 12 Kirkland & Ellis 40,791 76 6 12 Akin Gump Strauss Hauer & Feld 6,827 22 6 13 Davis Polk & Wardwell 33,752 20 24 13 Baker Botts 27,746 21 20 14 Baker Botts 27,746 21 34 14 King & Spalding 2,649 21 3 15 White & Case 25,377 25 23 15 Davis Polk & Wardwell 33,752 20 23 16 Cravath, Swaine & Moore 22,267 14 46 16 Fried Frank Harris Shriver & Jacobson 19,266 20 12 17 Vinson & Elkins 20,700 42 25 17 Shearman & Sterling 75,564 19 35 18 Covington & Burling 20,247 10 18 18 Simpson Thacher & Bartlett 78,328 18 29 19 Fried Frank Harris Shriver & Jacobson 19,266 20 43 19 Cooley 1,798 18 13 20 Blake, Cassels & Graydon 16,854 10 32 20 Gibson Dunn & Crutcher 14,027 17

The legal adviser league tables by value and volume have been run from 01/01/2014 to the 06/30/2014, including lapsed and withdrawn deals. The tables are based on advice to a South bidder, target or vendor. States: Alabama, Arkansas, Delaware, District of Columbia, Florida, Georgia, Kentucky, Louisiana, Maryland, Mississippi, North Carolina, Oklahoma, South Carolina, Tennessee, Texas, Virginia, West Virginia.

DEAL DRIVERS – SOUTH 54 MID-ATLANTIC

MID-ATLANTIC

Sidelined strategic buyers back on the DC that are more government-focused are market, according to Jonathan Morris, a Mid-Atlantic M&A field in 2014, industry also beginning to see more activity after partner in the New York office of law firm sources say recovering somewhat from sequestration, Morgan Lewis. Several sources said they particularly in growth areas like cyber, cloud expect the Mid-Atlantic IPO climate to remain Corporations flush with cash are poised to computing and ISR (intelligence, surveillance relatively stable for the remainder of year. drive M&A activity in the Mid-Atlantic region, and reconnaissance). There are a significant number of IPOs in the according to several industry sources, with pipeline, said Morris, who noted smaller Mid- healthcare, technology and energy among The Mid-Atlantic region will continue to see Atlantic technology companies may decide to the sectors leading the charge. activity, especially in healthcare/pharma/ pursue IPOs for further growth. biotech, energy, media, technology and The strong IPO market is also driving the financial services, the sources said. Energy Morris did caution, however, that there is deal process, with more sellers running will be particularly robust in the Marcellus some concern the market may slow down dual-track processes and able to choose shale region of western Pennsylvania, in H2 2014 as a result of general economic the best exit – a public offering or sale to a added Miner, who cited Chesapeake Energy, uncertainty and midterm elections. strategic or financial buyer, the sources said. Shell and Range Resources as big players in that area. The Mid-Atlantic region is attracting foreign Strategics are “back in the game in a buyers partly due to a deep talent pool in big way,” noted Brian Miner, a partner in More payment processing deals are the greater New York and DC areas that can the Philadelphia office of law firm Reed anticipated, because like software, the address technological developments and Smith. High levels of corporate cash and sector has little overhead and capex, and a tackle difficult regulatory and compliance readily available debt have given buyers a “huge amount of scale,” according to Oliver issues, Evans said. That type of target is lot of ammunition, said Robert Dickey, a Brahmst, a partner in the New York office of attractive overseas, particularly in regulated partner in the New York office of law firm law firm White & Case. industries that require a highly educated work Morgan Lewis. Many corporate buyers are force, she explained. Additionally, there is a looking at acquisitions to effectively deploy Deals are being aggressively pursued by wide range of companies – including finance, accumulated capital, while activist investors both private equity and strategic buyers, all venture capital, pharma and government have also been encouraging M&A activity, sources maintained. Cash as a percentage contracting – located in the principal cities on added Stephanie Evans, the Washington DC- of market cap for S&P 500 companies was the northeast corridor between Boston and based vice-chair of law firm WilmerHale’s nearly 9%, or US$1.1trn, at the end of 2013, Washington, added Dickey. Corporate Group. high by historic standards, noted Baltimore- based Jon Mahan, a managing director of Stephen Gurgovits Jr, managing partner of Financial sponsors remain active, and are Stifel’s investment banking group. Private Pennsylvania-based FNB Capital Partners, increasingly interested in exiting investments equity will continue to give strategics a run said tax inversion strategies – in which US they’ve held for years, several sources said. for their money, he said, noting unfunded companies seek to lower their corporate tax The difference in 2014, according to Dickey, is commitments for financial sponsors stood rate by acquiring overseas partners – will the absence of macro factors that may have at US$466bn to start the year. continue to generate cross-border activity, depressed activity in the past, ie, there is no especially in healthcare. Pharmaceutical government shutdown on the immediate Dickey did say that sellers’ pricing giants Pfizer and Mylan have both made horizon, the federal government is behaving expectations this year have made it unsuccessful bids this year to acquire predictably, and the Eurozone is relatively quiet. somewhat more difficult for PE to bridge offshore competitors. the pricing gap and that strategic buyers The volume of deals in the Mid-Atlantic is have been more successful in reaching by Deborah Balshem and Jeff Sheban actually down, though the market has been deals. Miner pointed to increased activity very active on a dollar value basis, due to with strategics divesting noncore or several “mega deals,” including Philadelphia- underperforming assets and using the based Comcast’s US$68.5bn purchase of proceeds to invest in their core businesses. Time Warner Cable, the sources said. Within the past six months, for example, Merck has sold ophthalmology, microbial Evans pointed to a few large deals in process and consumer care assets. New York, including the sale of Forest Laboratories to Actavis, as evidence of The 2014 IPO market started out very increasing activity in the region. She noted strong as a result of pent-up demand and that businesses in Maryland, Virginia and the strong recent performance of the stock

DEAL DRIVERS – MID-ATLANTIC 55

MID-ATLANTIC TOP 15 ANNOUNCED DEALS FOR YEAR ENDING 30 JUNE 2014 (BASED ON THE DOMINANT LOCATION OF THE TARGET)

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

13-Feb-14 P Comcast Corporation Time Warner Cable Inc TMT 68,492 18-Feb-14 C Actavis plc Forest Laboratories Inc Life Sciences & Healthcare 23,126 06-May-14 P Bayer AG Merck & Co (Consumer care business) Life Sciences & Healthcare Merck & Co Inc 14,200 28-Apr-14 P Charter Communications Inc Time Warner Cable Inc (Cable Systems TMT Comcast Corporation 7,300 Serving 1.4m Customers ) 12-May-14 L Hillshire Brands Co Pinnacle Foods Inc Consumer Blackstone Group LP 6,618 17-Feb-14 C Partners Group Holding; and Starr MultiPlan Inc Business Services BC Partners Limited; and Silver 4,400 Investment Holdings LLC Lake Partners 16-Jan-14 C The Carlyle Group Ortho-Clinical Diagnostics Inc Life Sciences & Healthcare Johnson & Johnson 4,150 19-Mar-14 P Mercuria Energy Group Holding SA JPMorgan Chase & Co Financial Services JPMorgan Chase & Co 3,500 (Physical commodities business) 08-Jan-14 C Forest Laboratories Inc Aptalis Pharma Inc Life Sciences & Healthcare TPG Capital LP; and Investor 2,900 Growth Capital AB 22-May-14 P Speedway LLC Hess Retail Corporation Consumer Hess Corporation 2,644 23-Jan-14 P Lenovo Group Limited IBM (x86 server business) TMT IBM Corporation 2,300 02-Jun-14 P Ventas Inc American Realty Capital Healthcare Real Estate 2,293 Trust Inc 08-May-14 C Time Warner Inc (Shareholders) Time Inc TMT Time Warner Inc 2,289 22-May-14 C Mizkan Group Corporation Conopco Inc (North America Pasta Consumer Conopco Inc 2,150 Sauces Business) 03-Mar-14 P UIL Holdings Corporation Philadelphia Gas Works (Natural gas Energy, Mining, Oil & Gas Philadelphia Gas Works 1,860 supply, distribution, liquefaction and vaporization business)

C= Completed; P= Pending; L= Lapsed

MIX OF DEALS BY INDUSTRY SECTOR

VALUE VOLUME Industrials, Manufacturing & Engineering 1.7% 0.4% 0.7% Financial Services 5.1% 2.2% 10.5% 3.6% 3.9% Business Services 14.4% Consumer 29.6% 2.9% 1.4% 14.4% Energy, Mining, Oil & Gas 2.2% TMT Leisure

Transportation 12.3% 0.8% Life Sciences & Healthcare 26.4% Construction 51.9% 11.2% Real Estate 4.3% Agriculture

Defense

DEAL DRIVERS – MID-ATLANTIC 56

MID-ATLANTIC M&A SPLIT BY DEAL SIZE

VALUE VOLUME

325 800 300 700 275 250 3 600 54 8 13 7 5 46 225 9 2 44 9 27 14 26 35 200 500 7 24 26 27 19 26 203.9 26 175 6 400 193 164 150 64.0 237 14 4 197 110.8 Volume 16 204 125 163.4 4 64.7 29.0 300 Value (US$bn) Value 57.0 113.1 150 9 15 100 19 37.6 200 74 75 30.4 27.6 24.6 40.6 298 305 50 235 233 259 41.4 26.6 26.7 10.7 26.0 19.1 33.9 100 184 156 25 15.1 8.9 8.9 5.8 9.7 9.5 9.6 14.5 6.3 14.9 14.7 13.7 12.3 10.2 0 8.4 4.9 0 2008 2009 2010 2011 2012 2013 H1 2014 2008 2009 2010 2011 2012 2013 H1 2014

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

QUARTERLY M&A ACTIVITY

VALUE VOLUME

160,000 175

140,000 150

120,000 125

100,000 100 80,000

Volume 75 60,000 Value (US$m) Value

50 40,000

20,000 25

0 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 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 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 14 14 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 14 14 Quarter Ended Quarter Ended Moving average trend line

Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in the Mid-Atlantic. Industry sector is based on dominant industry of target.

DEAL DRIVERS – MID-ATLANTIC 57

MID-ATLANTIC FINANCIAL ADVISERS

TOP 20 – RANKED BY VALUE TOP 20 – RANKED BY VOLUME

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2013 2014 (US$m) of Deals 2013 2014 (US$m) of Deals

5 1 Morgan Stanley 176,031 44 2 1 Goldman Sachs 111,159 62 2 2 JPMorgan 166,652 36 3 2 Morgan Stanley 176,031 44 10 3 Citi 113,221 28 4 3 JPMorgan 166,652 36 3 4 Goldman Sachs 111,159 62 1 4 Bank of America Merrill Lynch 91,553 33 12 5 Barclays 101,968 21 5 5 Citi 113,221 28 1 6 Bank of America Merrill Lynch 91,553 33 7 6 Credit Suisse 34,465 25 4 7 Centerview Partners 80,330 7 13 7 Houlihan Lokey 4,674 24 - 8 Paul J. Taubman 75,792 3 8 8 Deutsche Bank 52,013 22 55 9 Allen & Company 68,592 2 6 9 Lazard 25,532 22 8 10 Deutsche Bank 52,013 22 9 10 Barclays 101,968 21 11 11 Credit Suisse 34,465 25 10 11 Jefferies 6,400 19 14 12 Greenhill & Co 29,971 6 17 12 Evercore Partners 11,750 16 6 13 Lazard 25,532 22 16 13 Stifel/KBW 3,659 16 15 14 UBS Investment Bank 24,495 12 20 14 Wells Fargo Securities 10,628 14 - 15 Mizuho Financial Group 23,126 1 11 15 UBS Investment Bank 24,495 12 29 16 EY 17,227 7 14 16 Moelis & Company 9,722 12 17 17 RBC Capital Markets 15,934 11 49 17 Piper Jaffray & Co 2,554 12 13 18 Guggenheim Partners 12,009 6 12 18 RBC Capital Markets 15,934 11 23 19 LionTree Advisors 11,949 5 18 19 PwC 2,490 11 20 20 Evercore Partners 11,750 16 21 20 William Blair & Company 2,390 11

The financial adviser league tables by value and volume have been run from 01/01/2014 to the 06/30/2014, excluding lapsed and withdrawn deals. The tables are based on advice to a US (Mid Atlantic) bidder, target or vendor. States: New Jersey, New York, Pennsylvania.

LEGAL ADVISERS

TOP 20 – RANKED BY VALUE TOP 20 – RANKED BY VOLUME

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2013 2014 (US$m) of Deals 2013 2014 (US$m) of Deals

20 1 Simpson Thacher & Bartlett 142,674 31 1 1 Kirkland & Ellis 41,084 63 2 2 Skadden Arps Slate Meagher & Flom 126,575 24 5 2 Jones Day 24,000 49 50 3 Paul Weiss Rifkind Wharton & Garrison 92,892 25 2 3 Latham & Watkins 51,780 39 9 4 White & Case 90,706 24 11 4 Simpson Thacher & Bartlett 142,674 31 1 5 Davis Polk & Wardwell 84,495 21 27 5 Paul Weiss Rifkind Wharton & Garrison 92,892 25 3 6 Willkie Farr & Gallagher 82,082 22 10 6 Weil Gotshal & Manges 44,430 25 15 7 Latham & Watkins 51,780 39 3 7 Skadden Arps Slate Meagher & Flom 126,575 24 11 8 Weil Gotshal & Manges 44,430 25 6 8 White & Case 90,706 24 16 9 Fried Frank Harris Shriver & Jacobson 43,236 18 7 9 DLA Piper 17,295 23 7 10 Kirkland & Ellis 41,084 63 9 10 Willkie Farr & Gallagher 82,082 22 6 11 Wachtell, Lipton, Rosen & Katz 37,824 11 4 11 Davis Polk & Wardwell 84,495 21 5 12 Sullivan & Cromwell 34,472 19 19 12 Dechert 6,067 21 4 13 Freshfields Bruckhaus Deringer 26,347 19 12 13 Sullivan & Cromwell 34,472 19 142 14 Blake, Cassels & Graydon 24,519 5 20 14 Freshfields Bruckhaus Deringer 26,347 19 28 15 Jones Day 24,000 49 15 15 Fried Frank Harris Shriver & Jacobson 43,236 18 14 16 Arthur Cox 23,146 2 8 16 Morgan Lewis & Bockius 18,886 16 320 17 William Fry 23,126 2 23 17 Ropes & Gray 15,505 16 39 18 Cravath, Swaine & Moore 21,544 12 14 18 O'Melveny & Myers 6,063 16 26 19 Baker & McKenzie 21,378 14 16 19 Goodwin Procter 1,842 15 52 20 Morgan Lewis & Bockius 18,886 16 33 20 Baker & McKenzie 21,378 14

The legal adviser league tables by value and volume have been run from 01/01/2014 to the 06/30/2014, including lapsed and withdrawn deals. The tables are based on advice to a US (Mid Atlantic) bidder, target or vendor. States: New Jersey, New York, Pennsylvania.

DEAL DRIVERS – MID-ATLANTIC 58 NEW ENGLAND

NEW ENGLAND

New England deal flow likely to rise for the growing stronger in New England. Other remainder of the year manufacturing areas, including chemicals, medical equipment, and supplies are also New England deal activity is expected to improving in the region and could be another pick up in the second half of the year with area for potential dealmaking in the latter strategics and private equity going head to half of 2014. head on deals. Todd Boudreau, a partner with Boston The region will continue to be a hotbed for law firm Foley & Lardner, noted that more biotech and technology deals, including limited partners (LPs), such as pension IPOs. Experts also predict M&A activity in funds, are investing their capital in single- energy, financial services, manufacturing, investor funds and co-investment vehicles and professional services. now, as well as in large billion-plus funds. This is giving private equity more resources Sale multiples have been seen in the teens for to draw from, which is likely to result in attractive technology companies, and pundits more M&A from PE firms, he said. Boudreau are seeing this as a sellers’ market. “The predicts there could be more consolidation market feels very strong right now,” said Josef in the asset manager space, particularly Volman, a partner with Boston law firm Burns among those who provide services to LPs. & Levinson. The market is hot and the cost of capital is low, which is driving deals, he said. Spencer Macalaster, executive vice president at Risk Strategies Company, a national Ten Massachusetts biotech companies have insurance brokerage and risk management already gone public so far in 2014, a record firm, expects there also could be some rollup number for any one year, according to a 30 activity in professional services. June report from the Massachusetts Institute of Business. Additional life science companies Utilities are also ripe for consolidation in the are still rushing to raise money through Northeast. The disintegration of integrated private placements, IPOs and secondary utilities in New England is going to continue stock offerings before the market cools. and will likely to play out over the next year, said Julien Dumoulin-Smith, executive Dicerna Pharmaceuticals started the 2014 director of equity research, Electric Utilities biotech IPO wave in January, with Genocea & IPPs Group, UBS Securities. There could Biosciences following close behind in be spin-outs and further consolidation as February. Akebia Therapeutics, which priced a result of the utility break-ups, he said. a US$100m offering in March, and Zafgen, “There are synergies to be had.” which priced a US$96m IPO in June, were two of the highest priced Massachusetts by Benjamin Koconis biotech IPOs in the first half of the year.

New England tech companies with solid growth stories or disruptive technologies are highly coveted, said Volman who is seeing deals in software, mobile and digital media. EMC, Iron Mountain and Brightcove are some the major acquisitive players in the tech space in this region. In July EMC, continuing on its acquisitive path, acquired Natick, Massachusetts-based TwinStrata, a cloud storage company.

Volman also expects more deals in specialty manufacturing and distribution, which are

DEAL DRIVERS – NEW ENGLAND 59

NEW ENGLAND TOP 15 ANNOUNCED DEALS FOR YEAR ENDING 30 JUNE 2014 (BASED ON THE DOMINANT LOCATION OF THE TARGET)

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

22-Apr-14 P GlaxoSmithKline Plc Novartis AG (Global vaccines business) Life Sciences & Healthcare Novartis AG 5,250 9-Jun-14 P Merck & Co Inc Idenix Pharmaceuticals Inc Life Sciences & Healthcare 3,490 9-Jun-14 P Analog Devices Inc Hittite Microwave Corporation TMT 1,955 21-Mar-14 P Canada Pension Plan Investment Board Wilton Re Holdings Limited Financial Services Kelso & Company 1,800 5-Feb-14 C The Coca-Cola Company Green Mountain Coffee Roasters Inc Consumer 1,251 (10.08% Stake) 6-Jan-14 C GE Healthcare Ltd Thermo Fisher Scientific Inc (Cell Life Sciences & Healthcare Thermo Fisher Scientific Inc 1,060 culture, gene modulation, and magnetic beads businesses) 4-Feb-14 C Entegris Inc ATMI Inc TMT 959 20-Feb-14 C Blackstone Group L.P; and GIC Kronos Incorporated (44% Stake) TMT Hellman & Friedman LLC; and JMI Equity 750 Private Limited 13-Jan-14 C Genzyme Corporation Alnylam Pharmaceuticals Inc Life Sciences & Healthcare 700 (11.68% Stake) 3-Feb-14 C Valeant Pharmaceuticals Precision Dermatology Inc Life Sciences & Healthcare 475 International Inc 1-May-14 P Quartet Merger Corp Pangaea Logistics Solutions Ltd Transportation Cartesian Capital Group LLC 355 31-Mar-14 C Siris Capital Group LLC Stratus Technologies Inc TMT Investcorp; Intel Capital; NEC 352 Corporation; and MidOcean Partners LLP 28-Apr-14 C Clarcor Inc Stanadyne Corporation Industrials, Chemicals & Stanadyne Corporation 325 (Filtration business) Engineering 6-May-14 C Radian Group Inc Clayton Holdings LLC Business Services Greenfield Partners LLC 305 1-Apr-14 P Magellan Health Services Inc CDMI LLC Life Sciences & Healthcare 290

C= Completed; P= Pending; L= Lapsed

MIX OF DEALS BY INDUSTRY SECTOR

VALUE VOLUME Industrials, Manufacturing & Engineering 1.2% 3.5% 0.6% Financial Services 3.0% 10.2% 17.6% Business Services 14.5% 1.8% Consumer 7.9% Energy, Mining, Oil & Gas 1.8% 6.7% TMT 1.8% 51.8% Leisure 9.1% Transportation 22.8% Life Sciences & Healthcare

9.1% Construction 33.9% 0.1% 0.6% Real Estate 1.6% Agriculture

Defense

DEAL DRIVERS – NEW ENGLAND 60

NEW ENGLAND M&A SPLIT BY DEAL SIZE

VALUE VOLUME

75 350 2 19 300 3 19 15 3 15 3 1 1 15 19 250 9 13 16 50 33.2 9 105 14 1 200 3 7 109 44.6 11 73 110 104 1 9.6 7 1 8 Volume 150 3.2 6.0 84

Value (US$bn) Value 56 25 5.1 2.6 100 16.3 16.5 5.3 168 7.1 17.2 147 13.4 3.5 132 6.9 111 120 6.5 5.6 7.0 8.5 50 93 92 3.3 5.2 3.9 5.2 6.4 7.3 6.5 2.7 4.0 5.0 4.7 2.8 0 0 2008 2009 2010 2011 2012 2013 H1 2014 2008 2009 2010 2011 2012 2013 H1 2014

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

QUARTERLY M&A ACTIVITY

VALUE VOLUME

40,000 100

90 35,000 80 30,000 70 25,000 60

20,000 50 Volume 40 15,000 Value (US$m) Value 30 10,000 20 5,000 10

0 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 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 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 14 14 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 14 14 Quarter Ended Quarter Ended Moving average trend line

Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in New England. Industry sector is based on dominant industry of target.

DEAL DRIVERS – NEW ENGLAND 61

NEW ENGLAND FINANCIAL ADVISERS

TOP 20 – RANKED BY VALUE TOP 20 – RANKED BY VOLUME

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2013 2014 (US$m) of Deals 2013 2014 (US$m) of Deals

9 1 Citi 21,575 11 9 1 Barclays 16,461 17 2 2 Goldman Sachs 19,194 16 1 2 Goldman Sachs 19,194 16 8 3 Barclays 16,461 17 8 3 Morgan Stanley 14,280 14 17 4 Credit Suisse 16,058 12 3 4 Lazard 10,770 13 3 5 Deutsche Bank 15,663 11 18 5 Credit Suisse 16,058 12 1 6 JPMorgan 14,492 10 2 6 Citi 21,575 11 6 7 Morgan Stanley 14,280 14 5 7 Deutsche Bank 15,663 11 7 8 Bank of America Merrill Lynch 12,933 10 13 8 JPMorgan 14,492 10 10 9 UBS Investment Bank 11,219 9 24 9 Bank of America Merrill Lynch 12,933 10 13 10 Lazard 10,770 13 19 10 Jefferies 2,228 10 29 11 Guggenheim Partners 7,665 3 7 11 UBS Investment Bank 11,219 9 16 12 LionTree Advisors 7,300 2 4 12 Houlihan Lokey 1,907 9 - 13 Paul J. Taubman 7,300 2 10 13 Wells Fargo Securities 4,312 7 4 14 Centerview Partners 5,380 4 21 14 Robert W. Baird & Co 1,710 7 - 15 Zaoui & Co 5,250 1 32 15 William Blair & Company 1,705 7 11 16 Wells Fargo Securities 4,312 7 15 16 Evercore Partners 777 7 - 17 Infima 2,697 1 28 17 Piper Jaffray & Co 534 7 - 18 MHS Corporate Finance 2,697 1 16 18 Lincoln International 130 7 18 19 Qatalyst Group 2,510 2 14 19 RBC Capital Markets 532 6 27 20 Jefferies 2,228 10 6 20 Raymond James & Associates 615 5

The financial adviser league tables by value and volume have been run from 01/01/2013 to 12/31/2013, excluding lapsed and withdrawn deals. The tables are based on advice to a US (New England) bidder, target or vendor. States: Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island, Vermont.

LEGAL ADVISERS

TOP 20 – RANKED BY VALUE TOP 20 – RANKED BY VOLUME

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2013 2014 (US$m) of Deals 2013 2014 (US$m) of Deals

33 1 Skadden Arps Slate Meagher & Flom 20,031 12 1 1 Kirkland & Ellis 13,610 32 152 2 Simpson Thacher & Bartlett 15,217 13 6 2 Goodwin Procter 1,066 22 17 3 Kirkland & Ellis 13,610 32 3 3 Latham & Watkins 9,070 18 23 4 Paul Weiss Rifkind Wharton & Garrison 9,765 10 4 4 Jones Day 1,633 17 2 5 Wachtell, Lipton, Rosen & Katz 9,643 7 2 5 Weil Gotshal & Manges 8,201 16 26 6 Sullivan & Cromwell 9,106 6 7 6 Ropes & Gray 7,473 14 3 7 Latham & Watkins 9,070 18 58 7 Simpson Thacher & Bartlett 15,217 13 4 8 Davis Polk & Wardwell 8,310 8 8 8 Skadden Arps Slate Meagher & Flom 20,031 12 1 9 Weil Gotshal & Manges 8,201 16 21 9 Cooley 876 12 6 10 Willkie Farr & Gallagher 8,058 7 13 10 Paul Weiss Rifkind Wharton & Garrison 9,765 10 20 11 Ropes & Gray 7,473 14 11 11 Davis Polk & Wardwell 8,310 8 44 12 Gibson Dunn & Crutcher 6,953 8 46 12 Gibson Dunn & Crutcher 6,953 8 7 13 Slaughter and May 6,760 4 27 13 K&L Gates 508 8 5 14 Freshfields Bruckhaus Deringer 6,413 4 30 14 Wachtell, Lipton, Rosen & Katz 9,643 7 82 15 Hogan Lovells International 6,310 6 43 15 Willkie Farr & Gallagher 8,058 7 22 16 Covington & Burling 6,003 3 9 16 Wilson Sonsini Goodrich & Rosati 865 7 27 17 Cleary Gottlieb Steen & Hamilton 5,916 3 33 17 Sullivan & Cromwell 9,106 6 - 18 Alston & Bird 5,820 3 52 18 Hogan Lovells International 6,310 6 31 19 Linklaters 5,380 3 5 19 WilmerHale 3,765 6 8 20= Blake, Cassels & Graydon 5,250 2 70 20 Baker & McKenzie 2,441 6 181 20= Herbert Smith Freehills 5,250 2 The legal adviser league tables by value and volume have been run from 01/01/2014 to the 06/30/2014, including lapsed and withdrawn deals. The tables are based on advice to a US (New England) bidder, target or vendor. States: Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island, Vermont.

DEAL DRIVERS – NEW ENGLAND 62 LATIN AMERICA LATIN AMERICA

Latin America’s evolving landscape expected Mexico investments, as they wait for the equity to usher in more foreign investment Some of the more dramatic changes may markets to get back on track and valuations be seen in Mexico in the second half of the to improve. Yet he remained positive about Market-opening energy and telecom reforms year, as the country undergoes regulatory the medium-term outlook. in Mexico, a growing middle class in Brazil, reforms in its telecom and energy sectors. and stable, transparent and fast-growing The reforms have triggered Carlos Slim’s Much less optimistic was Rodrigo Pasin, a markets in the Andes make Latin America telecom giant, America Movil, to announce partner at V2Finance/Clairfield International, an alluring yet complex place for companies major divestiture plans, which could amount an M&A advisory and consultancy firm, who to establish a presence. to US$8bn in asset sales, while the energy forecast a drop in M&A transactions. This he plan could result in more foreign investment attributed to Brazil’s economic hardships, In the second half of the year, expect to into the sector. political uncertainties, and lack of investor see a significant flow of foreign investment confidence. following the lead of AT&T, which has already Firms that work for Mexico’s state-owned taken a bold step with its agreement to oil company Pemex, for example, will be in According to Pasin, partial acquisitions purchase DIRECTV and its associated Latin a good position to attract investment, noted aimed at either rescuing or restructuring American assets, and Hogan Lovells, which Daniel Chavez, a partner at McDermott Will companies are likely to dominate, as an in July agreed to merge with the Mexican law & Emery LLP who focuses on energy and increase in domestic interest rates and the firm Barrera, Siqueiros y Torres Landa. infrastructure in Latin America. Additionally, lower supply of credit has imposed financial some industrial groups in Mexico want hardships on many companies. Peru to partner with US-based private equity Quietly attracting more foreign investment is firms or strategic players with expertise in Chile Peru. In 2013, the Andean country saw a GDP developing shale gas. On the power side, Finally, Chile saw a marked increase in the growth rate of 4.9%, which was nearly double there is much interest in solar and wind, value of M&A transactions in the second the 2.5% growth rate for Latin America Chavez added. quarter, compared to the same period last overall, noted Maryam Haque, head of data year. Foreign investments were the driving and analysis for the Emerging Markets Other sectors seeing movement in Mexico force behind the increase in M&A activity in Private Equity Association (EMPEA). The include manufacturing of basic goods; real the country, with inbound deals accounting potential in this market is further highlighted estate; and services including education, for roughly 99% of total M&A activity in the by two fund managers, Nexus Group and The logistics, software, accounting, warehousing second quarter. The first quarter saw only Carlyle Group, raising large funds focused on and distribution, said Pablo Rion of Pablo 32% of activity attributed to inbound deals, Peru in 2013, she said. Rion y Asociados, a Mexico City-based according to Mergermarket data. advisory firm. Peru’s prudent fiscal and monetary policies by Heather West, Thiago Barrozo have also led to low inflation rates, making it Brazil and Max Gonzales competitive in attracting foreign investment, Brazil, the latest World Cup host and home with good deals to be found in the mining, oil to 201 million people, is expected to attract and gas, and fishing industries, said Nicolas more foreign investment from the US and Oberrath, partner at PwC Peru. EU, where companies are benefiting from greater liquidity and access to cheaper At the same time, more Peruvian companies funding, said Luis Motta, KPMG’s merger are looking outbound. According to Antonio and acquisition partner in Brazil. Villa Mardon, CEO of Lynx Capital, a Peruvian boutique bank, domestic companies looking Thanks to consolidation in Brazil’s retail at outbound growth include Grupo Brescia, space, providers of services to the retail Grupo Gloria, Grana y Montero and mining industry are expected to gain M&A companies such as AIM-listed Hochschild, momentum, Motta said. He also cited the among others. energy, information technology, logistics and oil and gas sectors as potential hot markets. “There is going to be a process of consolidation in several industries because Clovis Meurer, vice president of ABVCAP, small and medium-sized players don’t have the Brazilian Association of Private Equity the resources or experience to grow,” Villa and Venture Capital, believes that PE firms Mardon said. are more likely to invest than exit their

DEAL DRIVERS – LATIN AMERICA 63

LATIN AMERICA TOP 15 ANNOUNCED DEALS FOR YEAR ENDING 30 JUNE 2014 (BASED ON THE DOMINANT LOCATION OF THE TARGET)

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

29-Apr-14 P Banco Santander SA Banco Santander Brasil SA (25% Stake) Financial Services 6,517 13-Apr-14 P MMG South America Management Xstrata Las Bambas SA (99.99% Stake) Energy, Mining & Utilities Glencore Xstrata plc 5,850 Company Limited 27-Jun-14 P Inmobiliaria Carso SA de CV America Movil SAB de CV (8.38% Stake) TMT AT&T Inc 5,599 25-Feb-14 C Government of Argentina YPF Sociedad Anonima (51% Stake) Energy, Mining & Utilities Repsol SA 5,000 15-Apr-14 P Rumo Logistica SA ALL - AMERICA LATINA LOGISTICA SA Transportation 4,112 16-May-14 P Abbott Laboratories CFR Pharmaceuticals SA Life Sciences & Healthcare Positron Limited 3,346 30-Jun-14 P PPG Industries Inc Comex SA de CV Industrials, Chemicals & 2,300 Engineering 29-Jan-14 P Corpbanca SA Banco Itau Chile SA Financial Services Itau Unibanco Holding SA 2,199 18-Feb-14 P Batista family (Private investors) JBS SA (20.72% Stake) Consumer Bertin Group 2,033 16-Apr-14 P Hapag-Lloyd AG Compania Sud Americana de Vapores SA Transportation Compania Sud Americana de 1,382 (Container business) Vapores SA 24-Jan-14 C Tiger Global Management LLC; B2W Companhia Digital (37.45% Stake) TMT 1,008 and Lojas Americanas SA 29-Jan-14 C Qatar Petroleum (QP) Block BC-10 (23% Stake) Energy, Mining & Utilities Royal Dutch Shell Plc 1,000 15-Jun-14 P American Tower Corporation BR Towers SA TMT GP Investments Limited; and Banco 979 Bradesco BBI SA 04-Apr-14 C Empresa de Energia de Bogota Transportadora de Gas Internacional SA ESP Energy, Mining & Utilities Citi Venture Capital International 880 SA ESP (31.92% Stake) 24-Mar-14 C Bain Capital LLC Intermedica Saude Financial Services Paulo Barbanti 866

C= Completed; P= Pending; L= Lapsed (excludes Bahamas, Belize, Dominica, French Guyana, Puerto Rico, Saint Kitts, Surinam, Turks & Caicos, US Virgin Islands)

MIX OF DEALS BY INDUSTRY SECTOR

VALUE VOLUME Industrials, Manufacturing & Engineering 0.4% 0.6% 0.4% Financial Services 0.9% 6.8% 2.0% 2.4% 5.9% 5.3% 17.5% Business Services 3.3% 9.9% Consumer 16.7% 3.3% 0.9% Energy, Mining, Oil & Gas 8.5% TMT 15.4% Leisure 14.2% 4.5%

Transportation 6.0% 9.3% Life Sciences & Healthcare Construction 21.1% 11.4% Real Estate 33.2% Agriculture

Defense

DEAL DRIVERS – LATIN AMERICA 64

LATIN AMERICA M&A SPLIT BY DEAL SIZE

VALUE VOLUME

180 800 170 2 160 700 5 6 6 150 7 38 140 40 44 45 64.8 600 130 36 39 3 120 6 6 37.8 500 25 10 110 27 25.3 40 313 100 1 33 90 400 7 311 30.6 31.4 27 314 24.1 16.6 15.2 21

80 Volume 70 6.8 280 300 240 Value (US$bn) Value 20.3 3 60 21.8 36.9 40.2 18.0 201 17 50 40.8 37.7 14 200 40 25.4 19.0 27.2 116 30 275 13.6 15.7 14.4 247 247 20 10.0 12.3 13.5 100 174 168 7.5 141 10 18.8 19.1 18.3 5.5 90 14.8 11.0 15.6 7.1 0 0 2008 2009 2010 2011 2012 2013 H1 2014 2008 2009 2010 2011 2012 2013 H1 2014

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

QUARTERLY M&A ACTIVITY

VALUE VOLUME

70,000 210 200 65,000 190 60,000 180 170 55,000 160 50,000 150 140 45,000 130 40,000 120 110 35,000 100

30,000 Volume 90 80 Value (US$m) Value 25,000 70 20,000 60 50 15,000 40 10,000 30 20 5,000 10 0 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 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 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 14 14 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 13 13 13 14 14 Quarter Ended Quarter Ended Moving average trend line

Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in Latin America. Industry sector is based on dominant industry of target.

DEAL DRIVERS – LATIN AMERICA 65

LATIN AMERICA FINANCIAL ADVISERS

TOP 20 – RANKED BY VALUE TOP 20 – RANKED BY VOLUME

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2013 2014 (US$m) of Deals 2013 2014 (US$m) of Deals

6 1 Bank of America Merrill Lynch 28,318 8 2 1 Banco Itau BBA 8,313 23 10 2 Santander Global Banking and Markets 25,449 14 16 2 Santander Global Banking and Markets 25,449 14 5 3 Morgan Stanley 19,186 9 3 3 Goldman Sachs 17,011 11 2 4 Goldman Sachs 17,011 11 1 4 Banco BTG Pactual 15,197 11 19 5 Barclays 16,863 7 9 5 Morgan Stanley 19,186 9 18 6 Citi 15,609 7 11 6 Bank of America Merrill Lynch 28,318 8 3 7 Banco BTG Pactual 15,197 11 19 7 Barclays 16,863 7 26 8 Deutsche Bank 13,931 6 18 8 Citi 15,609 7 14 9 Rothschild 12,395 4 26 9 Deutsche Bank 13,931 6 29 10 BNP Paribas 11,938 3 13 10 Credit Suisse 11,088 6 - 11 Caixa Banco de Investimento 11,883 2 7 11 PwC 2,071 6 - 12 Banco Espirito Santo de Investimento 11,869 1 - 12 KPMG 256 6 13 13 Credit Suisse 11,088 6 8 13 JPMorgan 8,297 5 1 14 Banco Itau BBA 8,313 23 - 14 RBC Capital Markets 1,543 5 15 15 JPMorgan 8,297 5 6 15 Rothschild 12,395 4 9 16 UBS Investment Bank 7,027 3 27 16 BNP Paribas 11,938 3 41 17 BMO Capital Markets 7,007 2 12 17 UBS Investment Bank 7,027 3 4 18 Banco Bradesco BBI 5,618 3 4 18 Banco Bradesco BBI 5,618 3 - 19 Nomura Holdings 5,256 3 - 19 Nomura Holdings 5,256 3 11 20 HSBC 2,300 1 5 20 Banco Bilbao Vizcaya Argentaria 1,032 3

The financial adviser league tables by value and volume have been run from 01/01/2014 to the 06/30/2014, excluding lapsed and withdrawn deals. The tables are based on advice to a Central and South American bidder, target or vendor. Excludes: Bahamas, Belize, Dominica, French Guyana, Puerto Rico, Saint Kitts, Surinam, Turks & Caicos, US Virgin Islands.

LEGAL ADVISERS

TOP 20 – RANKED BY VALUE TOP 20 – RANKED BY VOLUME

H1 H1 Company Name Value Number H1 H1 Company Name Value Number 2013 2014 (US$m) of Deals 2013 2014 (US$m) of Deals

10 1 White & Case 28,330 12 2 1 Pinheiro Neto Advogados 10,056 16 3 2 Barbosa, Mussnich & Aragao 18,841 11 1 2 Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga 7,342 14 31 3 Simpson Thacher & Bartlett 15,457 7 Advogados 26 4 Souza, Cescon, Barrieu & Flesch Advogados 14,703 6 5 3 Machado Meyer Sendacz e Opice 2,716 14 59 5 Eskenazi Pernidji Advogados 12,136 2 9 4 Tozzini Freire Teixeira e Silva Advogados 7,973 13 135 6 Uria Menendez 11,915 5 12 5 White & Case 28,330 12 166 7 Garrigues 11,869 1 3 6 Barbosa, Mussnich & Aragao 18,841 11 11 8 Davis Polk & Wardwell 11,222 3 15 7 Stocche, Forbes, Padis, Filizzola e Clapis Advogados 604 11 1 9 Sullivan & Cromwell 10,824 4 13 8 Demarest 2,545 8 16 10 Pinheiro Neto Advogados 10,056 16 174 9 Lobo & de Rizzo Advogados 1,114 8 5 11 Linklaters 8,504 5 47 10 Simpson Thacher & Bartlett 15,457 7 32 12 Tozzini Freire Teixeira e Silva Advogados 7,973 13 19 11 Carey y Cia 5,060 7 6 13 Skadden Arps Slate Meagher & Flom 7,387 6 4 12 Baker & McKenzie 2,432 7 2 14 Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga 7,342 14 7 13 Jones Day 308 7 Advogados 8 14 Souza, Cescon, Barrieu & Flesch Advogados 14,703 6 50 15 Rodrigo Elias & Medrano 7,032 4 21 15 Skadden Arps Slate Meagher & Flom 7,387 6 - 16= Dentons 7,000 1 22 16 Cleary Gottlieb Steen & Hamilton 6,647 6 - 16= Estudio Grau 7,000 1 26 17 Brigard & Urrutia 2,488 6 9 18 Cleary Gottlieb Steen & Hamilton 6,647 6 6 18 Veirano Advogados 187 6 82 19 Freshfields Bruckhaus Deringer 6,382 2 142 19 Uria Menendez 11,915 5 119 20 Claro y Cia 5,780 2 11 20 Linklaters 8,504 5 The legal adviser league tables by value and volume have been run from 01/01/2014 to the 06/30/2014, including lapsed and withdrawn deals. The tables are based on advice to a Central and South American bidder, target or vendor. Excludes: Bahamas, Belize, Dominica, French Guyana, Puerto Rico, Saint Kitts, Surinam, Turks & Caicos, US Virgin Islands.

DEAL DRIVERS – LATIN AMERICA ® Call Us: 1 866 399 3770 Merrill DataSite www.datasite.com Get a virtual data room with the 5-star treatment

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About Merrill Corporation About Merrill DataSite® Merrill Corporation is a leading provider of outsourced solutions for complex business communication and information management. Founded in 1968 and Merrill DataSite is established as the market-leader for virtual data rooms (VDRs) in Europe and across the world. As first to market, we have headquartered in St. Paul, Minnesota, Merrill’s services include document and data management, litigation support, language translation services, fulfilment, many years of experience to bring to your transaction and have had time to develop and refine our technology, leading to a peerless imaging and printing. Merrill serves the corporate, legal, financial services, insurance and real estate markets. With more than 5,000 people in over 40 domestic Project Management and systems infrastructure that operates 24/7/365. This is why many thousands of companies trust Merrill DataSite to and 22 international locations, Merrill Corporation empowers the communications of the world’s leading organisations. manage their online due diligence processes. To find out more, or to arrange a demonstration of our VDR solution,

call 1 866 399 3770, email us at [email protected], or visit www.datasite.com today. Merrill DataSite is a division of Merrill Corporation.

DataSite_Deal Drivers (US)_2014.v3.indd 2-3 25/07/2014 16:19 ® Call Us: 1 866 399 3770 Merrill DataSite www.datasite.com Get a virtual data room with the 5-star treatment

Projects can be up and running in Regular upgrades Winning 5 major 2 hours or less Turnkey security No hidden extras as standard Rooms available awards in 2014 throughout – all inclusive in 13 languages your visit pricing

Check-in to your 750 million pages VDR through our Offices in six SAS70 type ii of data protected mobile app Front desk on call continents environment 32,000 VDR in total 24/7/365 projects secured since 2003

No software Repeat clients install or browser 2,600 client planning account for 3,000hrs spent training Languages plug-ins ISO27001 calls and webex 73% of total staff to improve spoken by certification sessions hosted projects your experience our staff in the past year in the past year

About Merrill Corporation About Merrill DataSite® Merrill Corporation is a leading provider of outsourced solutions for complex business communication and information management. Founded in 1968 and Merrill DataSite is established as the market-leader for virtual data rooms (VDRs) in Europe and across the world. As first to market, we have headquartered in St. Paul, Minnesota, Merrill’s services include document and data management, litigation support, language translation services, fulfilment, many years of experience to bring to your transaction and have had time to develop and refine our technology, leading to a peerless imaging and printing. Merrill serves the corporate, legal, financial services, insurance and real estate markets. With more than 5,000 people in over 40 domestic Project Management and systems infrastructure that operates 24/7/365. This is why many thousands of companies trust Merrill DataSite to and 22 international locations, Merrill Corporation empowers the communications of the world’s leading organisations. manage their online due diligence processes. To find out more, or to arrange a demonstration of our VDR solution, call 1 866 399 3770, email us at [email protected], or visit www.datasite.com today. Merrill DataSite is a division of Merrill Corporation.

DataSite_Deal Drivers (US)_2014.v3.indd 2-3 25/07/2014 16:19 68

MERRILL CORPORATION CONTACTS

Merrill DataSite (Division of Merrill Corporation) Contacts Tel: +44 845 602 6916 (Europe) +1 888 867 0309 (US)

EXECUTIVE MANAGEMENT Malcolm Neate Todd Cave Account Manager, Europe Northern California, Pacific Ed Bifulk Tel: +44 (0)207 422 6272 Northwest & Western Canada President Tel: +1 651 632 4369 Tel: +1 212 229 6563 Alex Gross Regional Director, Eastern Europe Ryan MacMillan EXECUTIVE SALES & Middle East Regional Director, Canada Anna Scott Tel: +49 69 7593 7148 Tel: +1 416 214 2448 Regional Director, U.K. Alvaro Ortega Michael Kennedy Tel: +44 (0)207 422 6263 Regional Director, Regional Director, New England Chris Beckmann Southern Europe Tel: +1 207 829 4369 Tel: +39 27 6362314 Regional Director, Germany, Ross Whittaker Tel: +34 91 7691022 Switzerland & Poland Regional Director, New England Tel: +49 69 244 321 480 David Haynes Tel: +1 617.535.1516 Regional Director, Asia Pacific Martin Alamri Jon Lenihan +852 2536 2288 Regional Director, Germany Regional Director, Boston Tel: +49 69 244 321 471 Vincent Lork Tel: +1 617 535 1618 Regional Director, Jérôme Pottier Scott Rediker South East Asia Regional Director, France Regional Director, Mid Atlantic Tel: +65 6248 4602 Tel: +33 (0) 1 40 06 13 12 Tel: +1 443 690 3122 John Pate Hakema El-Hadad Forrest R. Doane Regional Director, Regional Director, France Regional Director, New York Australia & New Zealand & Northern Africa Tel: +1 212 229 6620 Tel: +33 (0) 1 40 06 13 10 Tel: +61 (0)499 992 400 Bill Polese Manuel Bentosinos Mike Hinchliffe Regional Director, New York Regional Director, Mexico, Regional Director, Europe Tel: +1 212 229 6612 Tel: +44 (0)207 422 6256 Columbia & Caribbean Tel: +52 55 9171 2237 John McElrone Adam Pang Regional Director, New York Ana Paula Macêdo Távora Regional Director, Europe Tel: +1 212 229 6656 Tel: +44 (0)207 422 6268 de Castro Vice President, South America Joseph Solano Merlin J. Piscitelli Tel: +55 11 9908 0858 Regional Director, New York Regional Director, Europe Tel: +1 212 229 6576 Tel: +44 (0)207 422 6266 Luis Felipe Salles Cunha Regional Director, Brazil Hillary Pryor Mary Walsh Tel: +55 11 3568 2429 Regional Director, New York Regional Director, Europe Brian Gilbreath Tel: +1 212 367 5924 +44 207 422 6270 Vice President, Midwest Harry Poulos Bryan Brighton & Latin America Regional Director, New York Regional Director, Europe Tel: +1 404 934 8085 Tel: +1 212 367 5924 +44 20 7422 6212 Hank Gregory Meiken Castillo Jonathan Hughes SVP, Western Canada Regional Director, New York Account Manager, Europe & Pacific Northwest Tel: +1 212 229 6879 Tel: +44 (0)207 422 6267 Tel: + 604 603 4360

DEAL DRIVERS – AMERICAS 69

Steve Piccone Erik Sandie Vice President, New York Regional Director, Bay Area Tel: +1 212 229 6883 Tel: +1 650 493 1400 BJ Birtz Jay Loyola Regional Director, Raleigh Regional Director, Bay Area Tel: +1 919 996 9117 Tel: +1 949 622 0663 Paul Kleinkauf Dan Phelan Regional Director, Southeast Regional Director, Los Angeles Tel: +1 404 602 3251 Tel: +1 213 253 2139 Colin Schopbach Aleshia Hlivka Regional Director, Southeast Account Executive, California +1 404 796 1478 Tel: +1 651 632 4967 Michail Sidorov David Yeary Regional Director, Ohio Vice President, DataSite Life Sciences & Michigan Tel: +1 415 307 4414 Tel: +1 216 333 1274 Jon Blue Scott Haugen Vice President, Clean Tech Regional Director, Minnesota Tel: +1 206 696 9169 & Wisconsin Tel: +1 651 632 4375 Anthony Crosby Regional Director, Chicago Tel: +1 312 674 6511 Mark Plaehn Regional Director, Chicago Tel: +1 312 674 6527 Kelly-Leigh Keefe Regional Director, Chicago Tel: +1 312 386 2229 Ted Sengpiel Regional Director, Missouri, Kansas, Nebraska & Iowa Tel: +1 314 315 2909 Nicholas Renter Regional Director, Texas Tel: +1 214 754 2100 Angela Pedersen Account Executive, Greater Texas Region Tel: + 651 632 4394 Andrew Buonincontro Regional Director, Bay Area Tel: +1 650 493 1400

DEAL DRIVERS – AMERICAS 70

NOTES

The following notes pertain to data contained in this publication: • League tables under each geographic section are based on the • Deals are included where the deal value is greater than or equal dominant geography of either target, bidder or seller. to US$5m. • Industry section charts and graphs are based on the dominant • Where no deal value has been disclosed, deals are included if the geography being North America. turnover of the target is greater than or equal to US$10m. • Geographic section charts and graphs are based on the dominant • North America = USA and Canada. target geography. • Activity Tables and league tables under each industry section are • Transactions excluded include property transactions and based on the dominant geography of either target, bidder or seller restructurings where the ultimate shareholders’ interests being North America. are not changed. • Top Deals tables under each geographic section are based on the dominant geography of the target only.

Note to Heat Chart: Breakdown of constituent states within US regions

State Abbr. Region State Abbr. Region State Abbr. Region

New Jersey NJ Mid-Atlantic Massachusetts MA New England Tennessee TN South New York NY Mid-Atlantic New Hampshire NH New England Texas TX South Pennsylvania PA Mid-Atlantic Rhode Island RI New England Virginia VA South Illinois IL Midwest Vermont VT New England West Virginia WV South Indiana IN Midwest Alabama AL South Alaska AK West Iowa IA Midwest Arkansas AR South Arizona AZ West Kansas KS Midwest Delaware DE South California CA West Michigan MI Midwest District of Columbia DC South Colorado CO West Minnesota MN Midwest Florida FL South Hawaii HI West Missouri MO Midwest Georgia GA South Idaho ID West Nebraska NE Midwest Kentucky KY South Montana MT West North Dakota ND Midwest Louisiana LA South Nevada NV West Ohio OH Midwest Maryland MD South New Mexico NM West South Dakota SD Midwest Mississippi MS South Oregon OR West Wisconsin WI Midwest North Carolina NC South Utah UT West Connecticut CT New England Oklahoma OK South Washington WA West Maine ME New England South Carolina SC South Wyoming WY West

DEAL DRIVERS – NORTH AMERICA 71

ABOUT REMARK

Remark, the publishing, market research and events division of The Mergermarket Group, offers a range of services that give clients the opportunity to enhance their brand profile, and to develop new business opportunities. Remark publishes over 50 thought leadership reports and holds over 70 events across the globe each year which enable its clients to demonstrate their expertise and underline their credentials in a given market, sector or product.

Remark is part of The Mergermarket Group. To find out more please visit www.mergermarket.com/remark/ or www.mergermarket.com/events/

Any queries regarding this publication or the data within it should be directed to:

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Elias Latsis Head of Research Tel: +44 (0)20 7059 6100 [email protected]

Laura Resetar Production Associate, Remark [email protected]