Merger Tracker. Quarterly Overview of Global M&A Activity. M&A Markets Analysis Q1 2015

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1 M&A Markets Analysis Q1 215 Quarterly Overview of Global M&A Activity Mark Brady Global Head of M&A Matthew Klotz M&A Markets Analyst

2 Table of Contents M&A Trends in Q Global M&A Activity... 3 Regional Transactions... 3 Mid-Cap Regional Transactions... 4 Annual Transactions... 5 Global Cross-Border M&A Flows... 6 First Quarter 215 M&A Activity by Regional Flow... 6 U.S. M&A Activity... 9 Transaction Detail... 9 Annual Activity... 1 U.S. Valuation Multiples Private Equity Transaction Analysis Transaction Participants and Considerations Industry Breakdown Cross-Border Transaction Analysis... 2 U.S. Debt Capital and Private Equity First Quarter 215 Update European M&A Activity Transaction Detail European Valuation Multiples Private-Equity Transaction Analysis Emerging Markets M&A Activity... 3 Recent Select William Blair Transactions William Blair Corporate Industry Coverage Notes Disclosures Table of Contents

3 M&A Trends in Q1 215 The surge in mega-cap deals continued to dominate the M&A landscape in early 215. Meanwhile, U.S. acquirers are increasingly looking for foreign targets for cash that is trapped offshore, and investors are rewarding strategic acquisitions. Continuing a trend that dominated M&A activity in 214, the first quarter of 215 saw a large uptick in global M&A deal value that was driven almost entirely by an increase in mega-cap transactions. During the first three months of 215, global M&A value increased 36% compared with the first quarter of 214. This spike in deal value occurred despite the fact that the total number of deals completed in the first quarter decreased 1.5% year-over-year. M&A activity in the United States largely mirrored this global trend, with first-quarter U.S. M&A volume increasing 28% despite an increase of only 3% in the total number of deals completed. The market for mid-cap transactions ($1 million to $1 billion in transaction value) in the United States has gotten off to a somewhat slow start in 215, relative to 214 s pace. In the first quarter of 215, 258 mid-cap transactions were completed totaling about $82 billion. These figures represent year-over-year declines of approximately 8% and 2%, respectively. Amid an M&A market that continues to be dominated by mega-cap, headline-grabbing transactions, we will explore two trends that are shaping the deal-making environment for mega-cap and mid-cap transactions, alike. U.S. Corporate Cash is Trapped Offshore Since the recession and the ensuing economic recovery, a lot has been made in the media about the record amounts of cash that U.S. companies are hoarding on their balance sheets. According to the Federal Reserve, at the end of 214, U.S. publicly traded companies had a record $9.6 trillion of cash on their balance sheets more than double the amount of cash that U.S. companies held in 26. While corporate deleveraging and soaring stockpiles of cash mean that U.S. companies certainly have more ammunition to use on acquisitions, to understand the impact on the U.S. M&A market, look beyond the headlines and think about where the cash is, not just how much of it there is. A large percentage of this cash is located offshore, and it is likely to remain there because of the repatriation tax. The fact that much of this cash is effectively trapped offshore has a direct effect on the U.S. M&A market: To understand how cash-heavy balance sheets are influencing U.S. corporations acquisition appetites, think about where the cash is located, not just how much of it there is. Foreign targets are increasingly attractive to U.S. buyers: As U.S. companies look for sources of inorganic growth, the most attractive targets will increasingly be found overseas. Regardless of one s political views about the appropriateness of a repatriation tax and the United States international tax regime, in the realm of M&A activity this tax system effectively serves as an incentive for U.S. companies to keep the cash offshore and invest in foreign companies, whether that is through a green field or acquisition. Just as the amount of cash on U.S. corporate balance sheets has soared, so too has the amount of direct U.S. investment abroad. This figure reached a record $4.5 trillion in 214, nearly double the amount from 26. While U.S. companies strategic plans to expand globally, regardless of the tax ramifications, are clearly a driver of this increase in foreign investment, the repatriation tax is certainly a large factor. M&A Trends in Q

4 U.S. Corporates Continue to Grow Their Cash... and Spend it Abroad ($ in billions) $1, $8, $6, $4, $2, $ Investment Abroad Cash Sources: Capital IQ, FactSet Research Systems, U.S. Federal Reserve, and William Blair s M&A market analysis. Notes: Limited to cash and cash equivalents of companies on all U.S. exchanges as of December 31, 214 The deleveraging of corporate balance sheets since the recession has left U.S. corporations flush with cash. But with much of that cash trapped overseas because of the repatriation tax, many U.S. corporations will primarily look to deploy that cash on foreign acquisition targets. Investors Are Rewarding Strategic Acquirers Shareholders of large publicly traded companies have traditionally reacted unenthusiastically to news of strategic acquisitions, and the acquiring company s stock has typically fallen on the day following a deal announcement. The average day-after performance of acquiring companies stock was negative each year from 1996 through 211. That trend has drastically reversed over the past three years. In an environment of muted organic growth prospects, investors are rewarding companies for pursuing strategic acquisitions. Since 212, the average day-after performance of acquiring companies has been +3.5%. While it is impossible to quantify what impact this market sentiment is having on the decision-making process in corporate board rooms, investors are sending a clear message: they want companies to be aggressive in pursuing new, inorganic sources of growth. To learn more about what these and other trends shaping the M&A landscape mean for your company or portfolio, please do not hesitate to contact us. Over the past three years, shareholders of acquiring companies have been rewarding companies for pursuing new sources of external growth. Day-After Share Price Performance of Strategic Acquirers 5.% 2.4% 2.8% 4.1% 4.%.% (5.%) (.4%) (.3%) (.9%) (.9%) (.4%) (.2%) (.5%) (.6%) (.1%) (3.3%) (2.3%) (2.1%) (2.%) (2.1%) (3.%) (2.4%) '95 '96 '97 '98 '99 ' '1 '2 '3 '4 '5 '6 '7 '8 '9 '1 '11 '12 '13 '14 Sources: The Wall Street Journal, Dealogic,, and William Blair s M&A market analysis. Notes: Represents acquirers share price change between the trading days immediately preceding and immediately following announcement. Mark G. Brady Global Head of Mergers & Acquisitions mbrady@williamblair.com 2 M&A Trends in Q1 215

5 Global M&A Activity Regional Transactions Overall global M&A activity in first quarter 215 was down across most regions in terms of number of announced transactions, although disclosed transaction value increased among all regions except for Latin America. During first quarter 215, the number of announced deals was down 2% on average in all regions year-over-year, while deal value was comparably higher, up 36% on average over the same period. The North American region continued to show an increase in disclosed dollar volume of 54%, which was driven by the announced multibillion-dollar transactions of first quarter 215. In the last 12 months, the number of deals announced increased an average of 7% across all regions, while deal value increased 38%. Global M&A Activity Detail ($ in millions) Number of Deals Deal Value % Chg. '15 vs. ' % Chg. '15 vs. '14 Q1 North America 3,138 2,943 3,62 4.% $239,827 $264,269 $46, % Latin America % 17,858 21,878 17,731 (19.%) Europe 2,718 3,258 3,23 (1.7%) 162, , ,5 8.2% Africa / Middle East (21.9%) 11,1 5,547 1, % Asia Pacific 2,822 2,812 2,659 (5.4%) 91,91 144,236 25, % TOTAL 9,283 9,622 9,473 (1.5%) $522,964 $613,877 $832, % YTD North America 3,138 2,943 3,62 4.% $239,827 $264,269 $46, % Latin America % 17,858 21,878 17,731 (19.%) Europe 2,718 3,258 3,23 (1.7%) 162, , ,5 8.2% Africa / Middle East (21.9%) 11,1 5,547 1, % Asia Pacific 2,822 2,812 2,659 (5.4%) 91,91 144,236 25, % TOTAL 9,283 9,622 9,473 (1.5%) $522,964 $613,877 $832, % LTM North America 13,739 11,569 12, % $1,55,653 $1,94,51 $1,718,61 57.% Latin America 1,521 1,338 1, % 113, ,39 14,722 (1.7%) Europe 12,399 11,671 13, % 644, , , % Africa / Middle East 1,276 1,83 1,97 1.3% 48,38 45,23 62, % Asia Pacific 11,887 11,889 12,2 1.1% 453, , ,82 24.% TOTAL 4,822 37,55 4, % $2,316,142 $2,531,571 $3,52, % Notes: Deal value limited to publically disclosed transaction value; year-to-date as of March 31, 215 Global M&A Activity 3

6 Mid-Cap Regional Transactions Opposed to the overall market, total global mid-cap M&A activity experienced an uptick in both transactions and transaction value activity during the first quarter of 215, yielding increases of 5% in transactions and 6% in transaction value. Africa-Middle East was the top performer in number of announced deals during first quarter 215, with transaction activity up 41%. Overall, there exists a broader trend in the mid-cap an increasingly fewer number of transactions with slightly higher deal values per transaction. In the last 12 months, the number of announced deals increased 1% while deal value increased 9%. Latin America as a region posted the most lackluster growth numbers. Global Mid-Cap M&A Activity Detail ($ in millions) Number of Deals Deal Value % Chg. '15 vs. ' % Chg. '15 vs. '14 Q1 North America (12.2%) $62,51 $74,498 $66,468 (1.8%) Latin America (47.4%) 7,953 13,117 4,737 (63.9%) Europe % 54,7 56,17 64, % Africa / Middle East % 6,72 3,363 7, % Asia Pacific % 58,631 54,569 71, % TOTAL % $19,486 $21,716 $214, % YTD North America (12.2%) $62,51 $74,498 $66,468 (1.8%) Latin America (47.4%) 7,953 13,117 4,737 (63.9%) Europe % 54,7 56,17 64, % Africa / Middle East % 6,72 3,363 7, % Asia Pacific % 58,631 54,569 71, % TOTAL % $19,486 $21,716 $214, % LTM North America 1,19 1,95 1,91 (.4%) $318,673 $348,456 $338,23 (2.9%) Latin America (25.%) 47,279 53,276 39,669 (25.5%) Europe % 238,1 237, , % Africa / Middle East % 27,894 19,429 31, % Asia Pacific , % 228, , , % TOTAL 2,895 3,74 3,37 9.6% $859,992 $921,873 $1,8, % Notes: Deal value limited to publically disclosed transaction value; mid-cap defined as deals with disclosed transaction values between $1 million and $1 billion 4 Global M&A Activity

7 Annual Transactions Global M&A Activity Number of Deals 6, Undisclosed < $1M Mid-Cap >$1B Deal Value Deal Value ($ in billons) $6, 5, 4, 31,367 36,938 42,876 41,537 36,642 41,311 44,392 42,747 37,21 4,435 4,31 $5, $4, 3, 25,68 22,945 26,167 $3, 2, $2, 1, $1, $ Number of Deals LTM >$1B Mid-Cap 1,641 1,77 2,256 2,755 3,32 4,91 3,126 2,147 2,871 3,6 2,894 3,43 3,335 3,37 < $1M 1,879 1,283 11,714 14,324 16,44 18,295 18,985 16,537 18,572 17,959 16,686 14,192 14,627 14,773 Undisclosed 12,339 1,669 11,874 13,848 16,979 19,731 18,996 17,661 19,423 23,2 22,755 19,552 21,941 21,597 Deal Value $1,238 $1,356 $1,944 $2,758 $3,612 $4,247 $2,683 $1,919 $2,444 $2,419 $2,38 $2,431 $3,281 $3,53 Notes: Deal value limited to publically disclosed transaction value; mid-cap defined as deals with disclosed transaction values between $1 million and $1 billion Global M&A Activity 5

8 Global Cross-Border M&A Flows First Quarter 215 M&A Activity by Regional Flow Cross-Border M&A Dollar Flows (1) ($ in billions) $5.2B (+12.1%) $32.9B (+98.7%) $6.3B (-67.5%) Americas EMEA Asia-Pacific $4.5B (+78.5%) $18.1B (+189.1%) $22.1B (+18.5%) (1) Flows defined based on target region and acquirer region. Americas defined as North and South America. EMEA defined as Europe, Middle East, and Africa. Asia defined as Asia, Australia, and Japan Note: Percent change of dollar flow from 214 Global Cross-Border Flow Inbound Outbound Transaction Value Number of Deals Transaction Value Number of Deals Region Q1 214 Q1 215 % Chg. Q1 214 Q1 215 % Chg. Q1 214 Q1 215 % Chg. Q1 214 Q1 215 % Chg. North America $47.7 $ % % $24.1 $ % % Latin America % % (7.5%) (34.8%) Europe % % (5.1%) (7.8%) Africa / Middle East % 19 1 (8.3%) % % Asia Pacific (52.1%) (24.2%) % % 6 Global Cross-Border M&A Flows

9 Cross-Border Mid-Cap M&A Outflows North America Latin America Europe 2,5 2, 1,5 1, 5 2,35 2,12 1,99 1,758 1, , 1,5 1, 5 1,631 1,574 1,451 1,385 1, Q1 Q Q1 Q Q1 Q Top Targets Out of North America Top Targets Out of Latin America Top Targets Out of Europe Target Q1 215 Q1 214 Target Q1 215 Q1 214 Target Q1 215 Q1 214 United Kingdom 18.8% 18.9% United States 29.4% 43.5% United States 37.3% 34.6% Germany 7.6% 8.6% Spain 11.8% 13.% Brazil 9.9% 7.1% France 6.5% 3.7% Switzerland 11.8% NA Canada 9.6% 4.7% Australia 5.6% 7.7% Trinidad and Tobago 5.9% NA Australia 7.2% 6.9% India 5.4% 3.7% Czech Republic 5.9% NA South Africa 5.4% 3.8% Italy 4.9% 2.3% Dominican Republic 5.9% NA India 3.% 6.% Brazil 4.9% 5.1% France 5.9% NA China 2.1% 4.4% Netherlands 3.4% 2.1% India 5.9% NA Chile 1.8% 2.2% Spain 3.4% 3.3% Norway 5.9% NA Malaysia 1.2% NA Israel 2.9% 2.1% Portugal 5.9% NA Mexico 1.2% 1.1% Africa/Middle East Asia-Pacific Q1 Q ,4 1,2 1, ,222 1,29 1,18 1,21 1, Q1 Q Top Targets Out of Africa/Middle East Top Targets Out of Asia-Pacific Target Q1 215 Q1 214 Target Q1 215 Q1 214 United States 11.8% 16.2% United States 35.9% 35.2% United Kingdom 7.8% 13.5% United Kingdom 11.7% 9.4% France 7.8% 2.7% Canada 8.5% 5.5% Canada 7.8% 5.4% Germany 7.5% 6.6% Spain 7.8% 1.8% Italy 3.6% 3.1% Poland 5.9% NA Brazil 2.8% 3.5% Germany 5.9% 2.7% France 2.8% 3.1% India 5.9% 1.8% Switzerland 2.8% NA Brazil 5.9% 2.7% South Africa 2.5% 2.% Turkey 3.9% NA Netherlands 2.5% 2.7% Global Cross-Border M&A Flows 7

10 Cross-Border Mid-Cap M&A Inflows North America Latin America Europe 1,4 1,2 1, ,263 1,296 1,175 1, Q1 Q Q1 Q ,8 1,6 1,4 1,2 1, ,628 1,5411,371 1,55 1, Q1 Q Top Acquirers Into North America Top Acquirers Into Latin America Top Acquirers Into Europe Acquirer Q1 215 Q1 214 Acquirer Q1 215 Q1 214 Acquirer Q1 215 Q1 214 Japan 15.9% 13.1% United States 29.7% 31.1% United States 56.2% 58.7% United Kingdom 15.9% 19.8% Canada 12.3% 14.1% Japan 7.3% 1.6% France 7.6% 8.2% United Kingdom 9.4% 11.1% Canada 6.8% 6.% China 7.% 6.7% Switzerland 8.% 6.7% China 6.6% 6.8% Switzerland 7.% 3.4% Japan 5.8% 1.5% Australia 4.% 1.6% Germany 5.6% 6.3% Spain 5.8% 7.4% India 2.6% 2.7% India 5.% 4.9% France 4.3% 3.% South Africa 2.4%.5% Australia 5.% 6.7% Netherlands 3.6% 1.5% Israel 2.1%.5% Hong Kong 3.% 1.9% Germany 2.9% 2.2% Hong Kong 2.1% 1.1% Netherlands 3.% 1.5% Australia 2.2% 3.7% South Korea 1.6%.8% Africa/Middle East Asia-Pacific Q1 Q ,4 1,2 1, ,29 1, Q1 Q Top Acquirers Into Africa/Middle East Top Acquirers Into Asia-Pacific Acquirer Q1 215 Q1 214 Acquirer Q1 215 Q1 214 United States 18.8% 2.2% United States 47.2% 36.2% Australia 12.9% 18.3% United Kingdom 11.8% 21.6% United Kingdom 11.9% 24.8% Canada 8.1% 7.8% France 1.9% 6.4% Germany 8.1% 7.8% Canada 8.9% 5.5% France 4.3% 6.4% Germany 4.% NA Sweden 3.1% 1.8% Netherlands 4.% 3.7% Switzerland 1.9% 4.1% India 3.% 3.7% Russian Federation 1.9% NA Singapore 3.% NA Belgium 1.9% 1.4% Sweden 3.% NA Spain 1.9%.5% 8 Global Cross-Border M&A Flows

11 U.S. M&A Activity Transaction Detail During first quarter 215, U.S. M&A activity increased roughly 3%, while total disclosed transaction value increased 28%; the primary area of growth were deals with values greater than $1 billion. The number of mid-cap transactions announced in first quarter 215 decreased 8%, while the number of mega-deals increased 41%. U.S. M&A activity for the last 12 months saw the number of announced deals increase by 8%, while disclosed transaction value increased by 46%, suggesting the period hosted more deals at a higher average deal value per transaction. Across the board, the number of mid-cap transactions is declining at a quicker rate than the number of overall transactions in the market as a whole. U.S. M&A Activity Detail ($ in millions) Number of Deals Deal Value % Chg. '15 vs. ' % Chg. '15 vs. '14 Q1 < $1M % $16,434 $13,571 $19, % $1M-$5M (8.9%) 43,46 51,16 49,78 (2.6%) $5M-$1B (2.2%) 31,265 32,246 31,797 (1.4%) Total Mid-Cap (7.9%) $74,725 $83,352 $81,577 (2.1%) > $1B % 187, , , % Undisclosed 2,141 2,152 2,43 (5.1%) Total Deals 3,219 3,49 3, % $279,27 $354,78 $453, % YTD < $1M % $16,434 $13,571 $19, % $1M-$5M (8.9%) 43,46 51,16 49,78 (2.6%) $5M-$1B (2.2%) 31,265 32,246 31,797 (1.4%) Total Mid-Cap (7.9%) $74,725 $83,352 $81,577 (2.1%) > $1B % 187, , , % Undisclosed 2,141 2,152 2,43 (5.1%) Total Deals 3,219 3,49 3, % $279,27 $354,78 $453, % LTM < $1M 3,896 2,881 2, % $84,84 $65,812 $73, % $1M-$5M 928 1,27 1,26 (.1%) 23, , , % $5M-$1B (11.7%) 161, , ,956 (11.5%) Total Mid-Cap 1,158 1,274 1,244 (2.4%) $364,836 $48,39 $391,655 (4.1%) > $1B % 714, ,728 1,451, % Undisclosed 8,894 7,651 8, % Total Deals 14,169 12,32 12, % $1,164,68 $1,316,85 $1,916, % Notes: Deal value limited to publically disclosed transaction value; mid-cap defined as deals with disclosed transaction values between $1 million and $1 billion U.S. M&A Activity 9

12 Annual Activity U.S. M&A Activity Number of Deals Undisclosed < $1M Mid-Cap >$1B Deal Value 16, 14,649 14, 12, 9,952 1,14 1, 12,427 13,336 12,741 13,39 11,59 9,365 12,22 8, 12,846 12,955 Deal Value ($ in billions) $2,4 $1,8 $1,2 6, 4, $6 2, $ Number of Deals LTM >$1B Mid-Cap 1,97 1,118 1,286 1,438 1, ,133 1,161 1,144 1,245 1,267 1,244 < $1M 3,497 3,415 3,359 3,214 3,764 3,455 5,172 4,276 4,94 3,12 2,746 2,954 Undisclosed 5,187 5,362 7,513 8,338 6,514 5,73 6,235 7,77 9,193 7,64 8,545 8,447 Deal Value $992 $1,297 $1,645 $1,748 $1,74 $884 $1,45 $1,171 $1,8 $1,241 $1,819 $1,917 U.S. Mid-Cap M&A Activity Number of Deals $1-$5M $5-$1B Deal Value 1,6 1,438 1,4 1,286 1,73 1,245 1,266 1,97 1,118 1,161 1,144 1,2 1,133 1, ,244 Deal Value ($ in billions) $6 $5 $4 $3 $2 $1 $ Number of Deals LTM $5M-$1B $1-$5M ,47 1, ,47 1,26 Deal Value $318 $338 $411 $475 $326 $21 $359 $368 $363 $4 $393 $392 Notes: Deal value limited to publically disclosed transaction value; mid-cap defined as deals with disclosed transaction values between $1 million and $1 billion 1 U.S. M&A Activity

13 U.S. Valuation Multiples Over the last 12 months, U.S. valuation multiples as measured by enterprise value to EBITDA, which have historically been above those of the overall market over the past decade, remained at 11.5 times, modestly above the overall market at 9.8 times. In the last 12 months, multiples found in the mid-cap are on par with the broader market, both returning to levels reminiscent of pre-28. Median EV/EBITDA Multiples 12.x Global United States 12.x 9.x 9.x 6.x 6.x 3.x LTM 3.x Global 7.7x 8.4x 9.1x 9.7x 1.x 7.6x 6.7x 8.6x 8.8x 8.2x 9.x 9.6x 9.8x United States 8.x 9.1x 1.3x 11.x 11.2x 9.x 7.4x 9.9x 1.8x 9.6x 1.x 11.2x 11.5x Median EV/EBITDA Mid-Cap Multiples 15.x 1.x 5.x < $1M Mid-Cap >$1B 15.x 1.x 5.x.x LTM < $1M 6.6x 8.3x 9.x 9.5x 9.x 6.x 5.5x 9.2x 9.4x 7.7x 8.5x 9.3x 8.9x.x Mid-Cap 8.5x 8.9x 1.6x 1.9x 1.x 9.4x 7.6x 1.x 1.4x 9.6x 1.9x 9.8x 1.5x >$1B 11.3x 1.4x 11.2x 11.9x 13.5x 1.4x 9.2x 1.2x 12.x 1.6x 12.1x 13.3x 12.7x Notes: Median calculations exclude EBITDA multiples greater than 2 times; mid-cap defined as deals with disclosed transaction values between $1 million and $1 billion U.S. M&A Activity 11

14 Private Equity Transaction Analysis There were 522 announced private-equity-related transactions in the first quarter, up 7% year-over-year; moreover, the quarter hosted $129 billion in total dollar volume, up roughly 49% over the year-ago period. The last 12 months produced similar results when compared to the first quarter; announced private-equity-related transactions were up 19%, while deal value increased by 45%. When defining private-equity-related transactions, we continue to exclude deals in which the private-equity firm was not the controlling shareholder or where the company was publicly traded but still listed a private-equity firm as a shareholder. U.S. Private Equity Activity Detail ($ in millions) Number of Deals Deal Value % Chg. '15 vs. ' % Chg. '15 vs. '14 Q1 < $1M % $2,36 $1,852 $2, % Mid-Cap (22.9%) 17,456 26,549 19,232 (27.6%) > $1B (4.5%) 78,843 58,24 16, % Undisclosed % Total Deals % $98,65 $86,642 $128, % YTD < $1M % $2,36 $1,852 $2, % Mid-Cap (22.9%) 17,456 26,549 19,232 (27.6%) > $1B (4.5%) 78,843 58,24 16, % Undisclosed % Total Deals % $98,65 $86,642 $128, % LTM < $1M % $11,655 $9,66 $1, % Mid-Cap % 93,265 14,587 12,82 (1.7%) > $1B % 27,11 183,63 317, % Undisclosed 1,394 1,255 1, % Total Deals 2,149 1,892 2, % $312,3 $296,716 $43, % Notes: Deal value limited to publically disclosed transaction value; mid-cap defined as deals with disclosed transaction values between $1 million and $1 billion 12 U.S. M&A Activity

15 U.S. Private Equity Activity Number of Deals Number of Deals Undisclosed < $1M Mid-Cap >$1B Deal Value Deal Value ($ in billions) 2,227 2,314 2,5 2,18 2,29 2,183 $7 1,981 2,47 1,94 1,786 1,795 $6 2, 1,618 1,471 $5 1,5 $4 1, LTM >$1B Mid-Cap < $1M Undisclosed ,124 1, ,17 1,256 1,397 1,25 1,539 1,57 Deal Value $231 $3 $55 $632 $24 $152 $272 $267 $263 $39 $389 $431 $3 $2 $1 $ U.S. Private Equity Exit Activity Number of Deals Undisclosed < $1M Mid-Cap >$1B Deal Value Deal Value ($ in billions) $3 $25 $2 $15 $1 $5 $ Number of Deals LTM >$1B Mid-Cap < $1M Undisclosed Deal Value $16.3 $39.6 $83.1 $138.2 $84.5 $162. $75.5 $4.7 $141.4 $137.5 $157. $14.6 $238.2 $252.7 Notes: Deal value limited to publically disclosed transaction value; mid-cap defined as deals with disclosed transaction values between $1 million and $1 billion U.S. M&A Activity 13

16 U.S. Private Equity Acquisition Activity Number of Deals Undisclosed < $1M Mid-Cap >$1B Deal Value Deal Value ($ in billions) 2,25 2, 1,75 1,5 1,25 1, ,81 1,412 1,849 2,8 1,497 1,39 1,432 1,664 1,821 1,581 1,872 1,873 $6 $4 $2 $ Number of Deals LTM >$1B Mid-Cap < $1M Undisclosed ,56 1, ,26 1,318 1,2 1,459 1,466 Deal Value $58.4 $76.4 $15.5 $182.2 $471.3 $473.3 $99.9 $72.3 $137.9 $171.6 $151.9 $177.7 $2.8 $218.3 U.S. Private Equity Acquisition Activity: Platform Versus Add-on Transactions Percent of Deals Platform Acquisitions Add-on Acquisitions 2, 2, 1,5 1, ,5 1, LTM Platform 72.1% 68.% 7.2% 7.3% 66.6% 63.4% 64.5% 65.3% 61.9% 54.% 52.5% 49.6% 45.4% 45.2% Add-On 27.9% 32.% 29.8% 29.7% 33.4% 36.6% 35.5% 34.7% 38.1% 46.% 47.5% 5.4% 54.6% 54.8% Notes: Deal value limited to publically disclosed transaction value; mid-cap defined as deals with disclosed transaction values between $1 million and $1 billion 14 U.S. M&A Activity

17 Private-equity funds continued to target high-growth sectors; computers and electronics represented 23% of acquisitions through 215, while professional services represented 17% and healthcare represented 8%. Based on disclosed dollar volume, the food and beverage sector dominated activity for 215, at $52 billion, representing nearly 4% of the total transaction value. Private-Equity Activity by Target Sector ($ in millions) Number of Deals Deal Value Q Q1 215 Aerospace $1,15 $1,88 $3,8 $3 Agribusiness $5 $25 Auto/Truck $2,236 $883 $9,84 $2,1 Chemicals $11,889 $5,84 $11,714 $1,36 Computers & Electronics $24,937 $35,172 $5,118 $28,452 Construction/Building $6,558 $5,484 $5,186 $1,57 Consumer Products $6,759 $5,465 $9,313 $3,9 Defense $225 $897 $215 - Dining & Lodging $7,543 $2,378 $1,719 $2,366 Finance $7,922 $15,936 $14,85 $3,669 Food & Beverage $4,915 $15,987 $21,447 $52,345 Forestry & Paper $1,265 $496 $17 - Government Healthcare $2,647 $29,181 $37,123 $15,928 Holding Companies $321 $253 Insurance $7,634 $4,484 $6,246 $2,116 Leisure & Recreation $2,865 $2,81 $2,28 $4,7 Machinery $9,661 $6,891 $3,888 $127 Metal & Steel $2,282 $4,98 $3,88 $16 Mining $789 $946 $143 Oil & Gas $19,636 $23,512 $26,317 $627 Professional Services $13,624 $8,237 $19,75 $4,598 Publishing $4,163 $283 $1,41 $198 Real Estate/Property $3,789 $5,219 $27,81 $1,768 Retail $17,51 $7,126 $37,118 $182 Telecommunications $28,139 $11,73 $14,28 $38 Textile $14 $4,444 $1,88 $2 Transportation $2,175 $3,547 $1,98 $1,646 Utility & Energy $8,77 $8,951 $4,438 $1,63 Total 1,998 1,734 2, $216,637 $211,421 $323,743 $136,459 U.S. M&A Activity 15

18 Transaction Participants and Considerations Acquisition activity by public companies slightly increased through 215 as public companies share of activity represented about 46%. Private companies accounted for 15% of all acquirers over the last 12 months, up slightly from 14% in 214. Private companies remain by far the most attractive targets, as they made up roughly 4% of activity in the last 12 months, during which divestitures continued their recent decline. Regarding transaction consideration in 215, all-cash deals account for more than half of all financing, while cash/stock mix deals account for roughly 31% and stock-only deals account for roughly 15%. U.S. Mid-Cap M&A Activity by Acquirer Percent of Deals Private Public Private Equity Foreign 6.% 6.% 4.% 4.% 2.% 2.%.% LTM.% Private 1.5% 14.6% 11.3% 12.5% 13.5% 14.3% 18.5% 15.9% 13.9% 16.% 16.7% 25.9% 14.% 14.9% Public 53.8% 48.3% 46.2% 45.7% 41.6% 38.7% 37.1% 39.8% 42.7% 42.2% 43.4% 39.2% 45.2% 45.7% Private Equity 18.% 24.3% 26.5% 24.9% 25.2% 25.6% 2.2% 2.4% 21.7% 18.3% 18.4% 16.5% 19.5% 18.3% Foreign 17.7% 12.8% 16.% 16.9% 19.7% 21.4% 24.2% 23.9% 21.7% 23.5% 21.5% 18.4% 21.3% 21.1% U.S. Mid-Cap M&A Activity by Target Percent of Deals Private Public Private Equity Divestiture 6.% 6.% 4.% 4.% 2.% 2.%.% LTM.% Private 37.4% 35.5% 29.3% 35.7% 37.5% 37.7% 4.4% 34.5% 33.9% 38.7% 35.2% 38.7% 37.4% 4.1% Public 14.6% 17.1% 17.7% 14.9% 17.% 17.9% 17.9% 17.4% 15.8% 1.% 11.7% 13.4% 9.1% 9.2% Private Equity 18.4% 21.% 25.5% 26.4% 22.7% 21.3% 16.9% 19.8% 22.5% 19.8% 22.5% 18.8% 25.2% 26.% Divestiture 29.6% 26.4% 27.6% 23.% 22.7% 23.1% 24.8% 28.3% 27.9% 31.6% 3.6% 29.1% 28.3% 24.7% 16 U.S. M&A Activity

19 Distressed U.S. M&A Activity Number of Deals Undisclosed < $1M Mid-Cap >$1B Deal Value Deal Value ($ in billions) $1 $8 $6 $4 $2 $ Number of Deals LTM >$1B Mid-Cap < $1M Undisclosed Deal Value $37.2 $4. $4.6 $15.2 $2.5 $2.2 $39.9 $9.3 $98.8 $38.2 $2.5 $49.2 $23.6 $21.9 U.S. Take-Private Transaction Activity Number of Deals < $1M Mid-Cap >$1B Deal Value Deal Value ($ in billions) $4 $3 $2 $1 $ Number of Deals LTM >$1B Mid-Cap < $1M Deal Value $12.7 $1.9 $34.8 $68.6 $274.9 $274.9 $2.3 $11.7 $55.1 $45. $2.2 $89.6 $3.4 $29.2 Transaction Consideration Percent of Deals Stock Only Cash Only Cash/Stock Other 9% 6% 3% % 8% 6% 4% 2% % Number of Deals LTM Stock Only 23.1% 26.3% 2.1% 19.3% 21.7% 13.2% 13.9% 18.7% 15.2% 14.8% 11.6% 14.1% 15.8% 15.1% Cash Only 57.9% 56.2% 59.2% 61.3% 65.7% 72.3% 75.3% 59.1% 66.3% 7.7% 71.4% 63.2% 56.6% 53.7% Cash/Stock 13.1% 15.5% 19.5% 18.4% 11.2% 12.9% 9.5% 19.7% 14.4% 11.9% 14.9% 18.8% 26.7% 3.7% Other 5.9% 2.% 1.2% 1.% 1.4% 1.6% 1.3% 2.5% 4.1% 2.6% 2.1% 3.9%.9%.6% Notes: Deal value limited to publically disclosed transaction value; mid-cap defined as deals with disclosed transaction values between $1 million and $1 billion U.S. M&A Activity 17

20 Industry Breakdown The industry breakdown of U.S. M&A activity in 215 echoes that of private-equity activity in that sectors such as computers and electronics, professional services, and healthcare account for a dominant portion; computers and electronics account for 25%, while professional services account for 16% and healthcare accounts for 11% of total acquisitions. Based on disclosed dollar volume, the computers and electronics, healthcare, and food and beverage sectors attracted the most activity, the aggregate of which accounted for approximately 54% of total private-equity activity through the same period. Also notable for the year were the huge deals announced in the healthcare sector, the dollar volume of which alone represents 27% of total acquisitions. U.S. M&A Activity by Target Sector Q1 215 Transactions Mid-Cap Total Mid-Cap Total Mid-Cap Total Mid-Cap Total Aerospace Agribusiness Auto/Truck Chemicals Computers & Electronics 97 2, , , Construction/Building Consumer Products Defense Dining & Lodging Finance Food & Beverage Forestry & Paper Government Healthcare 95 1, , Holding Companies Insurance Leisure & Recreation Machinery Metal & Steel Mining Oil & Gas Professional Services 44 1, , , Publishing Real Estate/Property 149 1, Retail Telecommunications Textile Transportation Utility & Energy Total , , , ,584 Notes: Deal value limited to publically disclosed transaction value; mid-cap defined as deals with disclosed transaction values between $1 million and $1 billion 18 U.S. M&A Activity

21 U.S. M&A Value by Target Sector ($ in millions) Q1 215 Mid-Cap Total Mid-Cap Total Mid-Cap Total Mid-Cap Total Aerospace $2,147 $2,272 $2,464 $3,987 $1,681 $1,83 $1,5 $1,53 Agribusiness $88 $922 $1,467 $2,64 $56 $3, Auto/Truck $3,28 $7,348 $2,942 $6,44 $5,164 $3,153 $1,67 $4,759 Chemicals $6,193 $27,32 $6,48 $14,885 $4,95 $39,763 $1,8 $11,838 Computers & Electronics $3,79 $96,794 $33,693 $112,339 $44,229 $167,322 $11,16 $47,25 Construction/Building $2,575 $11,572 $5,422 $11,378 $6,45 $22,159 $887 $6,782 Consumer Products $6,33 $15,634 $4,712 $1,86 $6,233 $6,834 $854 $1,811 Defense $74 $748 $1,194 $1,292 $215 $3,984 - $4,742 Dining & Lodging $7,197 $14,55 $7,794 $12,548 $9,429 $22,72 $2,417 $4,542 Finance $17,56 $62,4 $19,766 $45,316 $18,415 $51,787 $3,568 $19,49 Food & Beverage $7,776 $42,4 $6,222 $53,14 $7,476 $47,289 $1,35 $53,765 Forestry & Paper $2,785 $4,19 $1,681 $1,17 $1,329 $3,117 - $1,852 Government $1 $1 $3 $ Healthcare $3,646 $16,863 $34,867 $115,82 $34,583 $323,16 $6,511 $14,448 Holding Companies $22 $453 $158 $332 $463 $543 - $32 Insurance $6,783 $13,397 $4,356 $1,343 $7,468 $2,847 $3 $2,134 Leisure & Recreation $6,188 $2,443 $3,419 $9,273 $3,47 $21,617 $911 $9,37 Machinery $9,46 $25,446 $4,38 $9,915 $6,133 $22,325 - $146 Metal & Steel $3,54 $7,85 $2,383 $7,872 $5,292 $11,423 $16 $1,722 Mining $1,415 $2,242 $2,8 $6,17 $2,363 $3,317 $216 $1,66 Oil & Gas $42,976 $119,17 $39,713 $83,549 $45,238 $147,534 $5,71 $8,96 Professional Services $13,698 $25,322 $9,283 $2,624 $17,949 $42,699 $3,782 $5,292 Publishing $1,79 $12,598 $2,641 $3,34 $2,98 $3,573 $348 $527 Real Estate/Property $35,389 $9,83 $51,52 $17,94 $34,115 $86,816 $1,46 $15,886 Retail $6,346 $19,427 $11,55 $26,879 $5,892 $4,886 $69 $981 Telecommunications $6,315 $76,669 $1,47 $186,37 $8,145 $94,678 $1,697 $28,2 Textile $257 $466 $2,3 $4,651 $496 $67 $2 $255 Transportation $5,85 $11,776 $8,549 $29,976 $6,385 $13,45 $3,16 $3,34 Utility & Energy $16,23 $51,95 $18,193 $67,853 $14,963 $161,619 $2,485 $26,86 Total $271,667 $868,729 $3,79 $974,493 $31,617 $1,449,28 $6,171 $384,285 Notes: Deal value limited to publically disclosed transaction value; mid-cap defined as deals with disclosed transaction values between $1 million and $1 billion U.S. M&A Activity 19

22 Cross-Border Transaction Analysis The overall market during the last 12 months favors outbound over inbound transactions 6% to 4%, in line with historical averages of 59% to 41%. Over the same period, the mid-cap (excluding undisclosed transactions with undisclosed values) favors outbound over inbound transactions 56% to 44%. Through 215, North American mid-cap outbound activity was primarily directed toward the United Kingdom, France, and Germany; conversely, North America received the most inbound interest from the United Kingdom, Japan, and Switzerland. U.S. Mid-Cap Cross-Border M&A by Number of Deals Number of Deals Outbound Inbound Inbound Deal Value Outbound Deal Value 1,6 1,535 1,321 1,351 1,4 1,3 1,249 1,243 Deal Value ($ in billions) $1 1,359 1,373 $9 1,2 1,37 1, , $8 $7 $6 $5 $4 $3 $2 $1 $ Number of Deals LTM Inbound Mid-Cap Undisclosed Value $23. $18.1 $39.2 $41. $59.4 $64.4 $49.1 $3.3 $49.3 $58.8 $5.1 $51. $57.2 $56.7 Outbound Mid-Cap Undisclosed ,14 1, ,27 1,312 1,155 1,14 1,151 1,158 Value $31.2 $34. $5.2 $48.5 $7.4 $95.1 $73.6 $39.3 $64.6 $66.4 $6.4 $73.3 $65.7 $69.7 Notes: Deal value limited to publically disclosed transaction value; mid-cap defined as deals with disclosed transaction values between $1 million and $1 billion 2 U.S. M&A Activity

23 U.S. Cross-Border M&A Number of Transactions Inbound Outbound Total LTM LTM LTM > $1B Mid-Cap < $1M , Undisclosed ,155 1,14 1,151 1,158 1,98 1,644 1,933 1,916 Total 1,489 1,188 1,382 1,372 1,922 1,692 1,778 1,825 3,411 2,88 3,16 3,197 U.S. Cross-Border M&A Transaction Value Inbound Outbound Total LTM LTM LTM > $1B $128,717 $71,268 $22,959 $235,664 $82,431 $16,999 $119,912 $155,839 $211,148 $178,267 $322,871 $391,53 Mid-Cap $5,89 $5,96 $57,22 $56,666 $6,351 $73,262 $65,721 $69,654 $11,44 $124,222 $122,941 $126,32 < $1M $9,634 $7,19 $7,843 $8,551 $14,81 $1,228 $11,181 $12,333 $23,715 $17,337 $19,24 $2,885 Undisclosed Total $188,44 $129,337 $268,22 $3,881 $156,863 $19,489 $196,814 $237,826 $345,33 $319,826 $464,836 $538,78 U.S. Cross-Border M&A 215 Inbound to U.S. Outbound From U.S. Target Industry Deals Acquirer Country Deals Target Industry Deals Target Country Deals Computers & Electronics 87 Canada 86 Computers & Electronics 119 Canada 93 Healthcare 43 Japan 45 Professional Services 65 United Kingdom 73 Professional Services 43 United Kingdom 45 Healthcare 43 Germany 3 Real Estate/Property 13 Switzerland 16 Telecommunications 23 France 28 Publishing 12 China 14 Real Estate/Property 18 India 24 Construction/Building 11 France 14 Retail 18 Italy 21 Finance 11 Germany 14 Machinery 17 Brazil 2 Mining 11 India 14 Consumer Products 16 Australia 19 Food & Beverage 1 Australia 9 Finance 16 Netherlands 14 Oil & Gas 1 South Korea 9 Transportation 15 Spain 14 U.S. Cross-Border M&A 214 Inbound to U.S. Outbound From U.S. Target Industry Deals Acquirer Country Deals Target Industry Deals Target Country Deals Computers & Electronics 315 Canada 358 Computers & Electronics 427 Canada 31 Professional Services 18 United Kingdom 21 Professional Services 264 United Kingdom 29 Healthcare 19 Japan 145 Healthcare 122 Germany 121 Oil & Gas 82 France 8 Finance 81 Australia 18 Mining 63 Germany 79 Real Estate/Property 7 Brazil 87 Construction/Building 56 China 71 Consumer Products 66 France 81 Food & Beverage 53 Australia 56 Chemicals 63 India 71 Consumer Products 51 India 4 Machinery 61 Spain 55 Real Estate/Property 5 Switzerland 37 Oil & Gas 51 Italy 5 Utility & Energy 47 Sweden 32 Mining 5 Netherlands 47 U.S. M&A Activity 21

24 U.S. Debt Capital and Private Equity First Quarter 215 Update Interest Rates 4.% 5-Year TSY 1-Year TSY 3M LIBOR 3.% 2.% 1.% 1.92% 1.37%.27%.% Mar-13 Jun-13 Sep-13 Dec-13 Mar-14 Jun-14 Sep-14 Dec-14 Mar-15 1 Yr Ago 6 Mos Ago 3 Mos Ago 1 Mo Ago Current 3-Month LIBOR.23%.24%.26%.26%.27% 5-Year Treasury 1.72% 1.76% 1.65% 1.5% 1.37% 1-Year Treasury 2.72% 2.49% 2.17% 1.99% 1.92% Source: Bloomberg as of March 31, 215 Leveraged Loan Statistics Credit Statistics Mid-Cap Corporate: 2Q14 3Q14 4Q14 1Q15 First Lien Debt Leverage 4.4x 4.1x 4.2x 4.4x Total Debt Leverage 5.2x 5.1x 4.8x 4.9x EBITDA/Cash Interest 3.4x 4.1x 3.4x 3.3x Mid-Cap LBO: First Lien Debt Leverage 4.5x 4.4x 4.1x 4.4x Total Debt Leverage 5.7x 5.4x 5.x 4.9x EBITDA/Cash Interest 3.6x 3.x 3.3x 3.3x Mid-Cap Institutional Spreads Default Rate 12-Month Default Rate by No. of Loans.8%.6%.6%.6% Source: William Blair proprietary database 22 U.S. Debt Capital and Private Equity

25 Mid-Cap Leveraged Loan Volume ($ in billions) $6. $5. $4. $3. $2. $2.2 $2.1 $4. $2.2 $3.1 $4.9 $4.7 $3. $1.7 $2. $2.6 $2.6 $3. $3.4 $3.5 $2.7 $3.8 $2.6 $3.9 $5.2 $3.4 $2.2 $1. $. Q49 1Q1 2Q1 3Q1 4Q1 1Q11 2Q11 3Q11 4Q11 1Q12 2Q12 3Q12 4Q12 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 Highlighted Transactions Company Business Description Sponsor Proserv Group Manufactures production equipment for the oil and gas industry. Riverstone Holdings Structure/ Pricing $6 million Revolver $365 million 1st Lien Term $115 million 2nd Lien Term L + 538; 1% Floor (1st) L + 925; 1% Floor (2nd) Senior/ Total Leverage Comments 4.1x / 5.4x Backs Riverside Partners' LBO of Proserv Group. PODS Provides moving and storage services to residential, business, and government customers around the world. Ontario Teachers' Pension Plan $5 million Revolver $41 million 1st Lien Term $15 million 2nd Lien Term L + 425; 1% Floor (1st) L + 825; 1% Floor (2nd) 4.5x / 6.1x Backs Ontario Teachers' Pension Plan's LBO of PODS. Advanced Computer Software Group Provides healthcare, business management, and learning software. Vista Equity Partners $5 million Revolver $323 million 1st Lien Term $194 million 2nd Lien Term L + 55; 1% Floor (1st) L + 95; 1% Floor (2nd) 5.x / 7.x Backs Vista Equity Partner's LBO of Advanced Computer Software Group. Dynacast International Designs and manufactures precision die cast components. Partners Group; Kenner & Co $5 million Revolver $53 million 1st Lien Term $17 million 2nd Lien Term L + 425; 1% Floor (1st) L + 85; 1% Floor (2nd) 4.x / 5.5x Backs Partners Group and Kenner & Co's LBO of Dynacast International Source: S&P s LCD U.S. Debt Capital and Private Equity 23

26 Select First Quarter 215 Mid-Cap Leveraged Loan Transactions ($ in millions) Senior Structure Borrower Sponsor(s) Industry Date Use Total RC 1 st Lien 2 nd Lien 1 st Libor Spread 2 nd Libor Spread DBRS Limited Carlyle Group Services & Leasing 15-Feb LBO $275 $5 $ x Constantia Flexibles Wendel Investissement Chemicals 15-Feb LBO $ $ x American Beacon Advisors Total Leverage Kelso Services & Leasing 15-Feb LBO $35 $4 $23 $ x PSA Healthcare J.H. Whitney & Co Healthcare 15-Feb LBO $149 $2 $94 $ x Sabre Industries Kohlberg & Co. Manufacturing & Machinery 15-Feb Acquisition $32 $65 $ x CSP Technologies Wendel Investissement Chemicals 15-Jan LBO $195 $25 $ x Mirion Technologies Charter NEX Films Charterhouse Equity Partners Pamplona Capital Management Computers & Electronics 15-Jan LBO $38 $35 $28 $ x Chemicals 15-Jan LBO $43 $5 $27 $ x Orica Chemicals Blackstone Group Chemicals 15-Jan LBO $43 -- $ x Paris Presents Wasserstein & Co Wholesale Trade 15-Jan LBO $137 $15 $92 $ x High-Yield Volume Transactions Less Than $3 Million ($ in billions) $2. $15. $1. $5. $17.6 $12.3 $13.1 $14.8 $16.3 $13.7 $3.3 $5.2 $16.5 $1. $12.9 $17.9 $13.5 $14.8 $13.9 $1.8 $9.5 $11.3 $12. $7.7 $6. $. 1Q1 2Q1 3Q1 4Q1 1Q11 2Q11 3Q11 4Q11 1Q12 2Q12 3Q12 4Q12 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 Source: S&P s LCD 24 U.S. Debt Capital and Private Equity

27 Yields of New Issue Senior Unsecured Bonds 14% BB B 12% 1% 8% NA due to little market activity NA 6% 6.3% 5.% 4% Mar-8 Sep-8 Mar-9 Sep-9 Mar-1 Sep-1 Mar-11 Sep-11 Mar-12 Sep-12 Mar-13 Sep-13 Mar-14 Sep-14 Mar-15 Note: Jan-12 B-rated data not available due to limited market activity Recent High-Yield Transactions Less Than $3 Million ($ in millions) Date Name Industry Purpose SP Moody s Size Issue Market Years YTM Spread Mar-15 Credit Acceptance Corp. Services & Leasing Refinancing BB B1 $25 Senior Notes 144a life 8 7.5% nc3 Mar-15 Cimpress NV Computers & Electronics Refinancing B Ba3 $275 Senior Notes 144a life 7 7.% nc3 Mar-15 Surgical Care Affiliates LLC Healthcare Refinancing B- Caa1 $25 Senior Notes 144a life 8 6.% nc3 Feb-15 Oshkosh Corp Automotive Refinancing BB+ Ba3 $25 Senior Notes 144a % nc5 Jan-15 Presidio Inc Computers & Electronics LBO CCC+ Caa1 $25 Senior Notes 144a life % nc3 Jan-15 ANGUS Chemical Company Chemicals LBO B Caa1 $225 Senior Notes 144a life % nc3 Jan-15 Speedway Motorsports Entertainment & Leisure Refinancing BB+ Ba2 $2 Senior Notes 144a % nc3 Jan-15 Nexstar Broadcasting Group TV Acquisition B+ B3 $275 Senior Notes 144a life % nc3 Jan-15 NCI Building Systems Inc Building Materials Acquisition B+ B3 $25 Senior Notes 144a life % nc3 Source: S&P s LCD U.S. Debt Capital and Private Equity 25

28 European M&A Activity Transaction Detail The total number of European M&A transactions announced in the first quarter decreased by 2% year-over-year, while total deal value increased by 7% over the same period. The number of European mid-cap transactions announced in first quarter 215 increased 1%, while the number of mega-deals increased 26%. The European M&A landscape in the last 12 months posted an overall 13% gain in number of transactions announced and a 2% gain in deal value. European M&A Activity Detail ($ in millions) Number of Deals Deal Value % Chg. '14 vs. ' % Chg. '14 vs. '13 Q1 < $1M % $12,958 $14,656 $15,541 6.% $1M-$5M % 38,36 4,954 44, % $5M-$1B (11.1%) 3,888 33,96 28,944 (12.5%) Mid-Cap % $69,194 $74,5 $73,198 (1.2%) > $1B % 116,86 133, , % Undisclosed 2,242 2,628 2,42 (8.6%) TOTAL 3,186 3,721 3,658 (1.7%) $199,12 $222,147 $238, % YTD < $1M % $12,958 $14,656 $15,541 6.% $1M-$5M % 38,36 4,954 44, % $5M-$1B (11.1%) 3,888 33,96 28,944 (12.5%) Mid-Cap % $69,194 $74,5 $73,198 (1.2%) > $1B % 116,86 133, , % Undisclosed 2,242 2,628 2,42 (8.6%) TOTAL 3,186 3,721 3,658 (1.7%) $199,12 $222,147 $238, % LTM < $1M 3,472 3,92 3, % $65,963 $57,123 $64, % $1M-$5M % 181, , , % $5M-$1B (1.%) 137, , , % Mid-Cap 1, , % $318,7 $31,87 $349, % > $1B % 512,874 63, , % Undisclosed 9,798 9,234 9, % TOTAL 14,457 13,496 15, % $897,537 $998,569 $1,195, % Notes: Deal value limited to publically disclosed transaction value; mid-cap defined as deals with disclosed transaction values between $1 million and $1 billion 26 European M&A Activity

29 European M&A Activity Number of Deals Undisclosed < $1M Mid-Cap >$1B Deal Value 2, 15,61 16,259 14,984 17,167 15,439 15,256 15, 12,873 13,869 12,961 11,51 1,38 1,651 1, 15,273 15,21 Deal Value ($ in billions) $3, $2,5 $2, $1,5 5, $1, $5 $ Number of Deals LTM >$1B Mid-Cap ,28 1,283 1,57 1,873 1, ,37 1,153 1, ,111 1,113 < $1M 4,47 3,925 3,962 4,742 4,788 4,916 5,171 4,249 4,18 4,291 3,767 2,963 3,722 3,873 Undisclosed 6,195 5,227 5,521 6,625 7,225 8,46 9,372 9,795 1,33 11,534 1,279 8,848 1,225 9,999 Deal Value $638 $625 $842 $1,227 $1,72 $2,278 $1,37 $693 $962 $94 $91 $975 $1,179 $1,195 European Mid-Cap M&A Activity Number of Deals 2, 1,8 1,6 1,4 1,2 1, ,28 1,283 $1M-$5M $5-$1B Deal Value 1,873 1,57 1,469 1,153 1, , ,111 1,113 Deal Value ($ in billions) $8 $7 $6 $5 $4 $3 $2 $1 $ Number of Deals LTM $5-$1B $1M-$5M ,89 1,271 1,515 1, Deal Value $231 $222 $317 $379 $493 $591 $454 $242 $316 $362 $327 $36 $35 $349 Notes: Deal value limited to publically disclosed transaction value; mid-cap defined as deals with disclosed transaction values between $1 million and $1 billion European M&A Activity 27

30 European Valuation Multiples European multiples follow those of the United States in that European valuations are slightly above the global market historically; however, they differ in that multiples produced by Europe are generally slightly lower than those of the United States. Similarly, the prices paid abroad continue to improve as the region rebuilds after its recent financial woes. Furthermore, European valuation multiples continued to experience an expanded valuation range, as larger transactions experienced the greatest increase. Median EV/EBITDA Multiples 15.x 12.x Global Europe 15.x 12.x 9.x 9.x 6.x 6.x 3.x LTM 3.x Global 7.7x 8.4x 9.1x 9.7x 1.x 7.6x 6.7x 8.6x 8.8x 8.2x 9.x 9.6x 9.8x Europe 8.1x 8.6x 9.7x 9.9x 11.5x 9.6x 7.1x 8.4x 9.2x 7.5x 8.8x 1.2x 1.x Median EV/EBITDA Mid-Cap Multiples 15.x 12.x 9.x 6.x 3.x < $1M Mid-Cap >$1B LTM 15.x 12.x 9.x 6.x 3.x Size < $1M 6.9x 7.2x 7.7x 8.1x 9.1x 9.7x 7.7x 6.2x 7.8x 8.7x 7.1x 7.9x 8.6x 8.9x Mid-Cap 9.7x 8.8x 9.6x 1.4x 1.2x 11.6x 1.x 6.8x 8.4x 9.4x 7.9x 9.4x 11.4x 11.x >$1B 11.3x 9.8x 11.4x 11.5x 11.5x 12.8x 11.9x 7.8x 1.2x 11.4x 9.1x 1.x 12.4x 11.4x European Average Acquisition Premiums 4% 1-Week Premium 4-Week Premium 4% 3% 3% 2% 2% 1% LTM 1% 1-Week Premium 22.9% 19.8% 18.7% 17.6% 18.1% 19.1% 27.1% 25.2% 23.6% 28.4% 25.1% 23.8% 23.6% 23.8% 4-Week Premium 26.2% 23.3% 19.6% 21.5% 21.3% 21.6% 28.2% 28.9% 26.% 31.1% 27.9% 26.% 26.1% 25.6% Notes: Median calculations exclude EBITDA multiples greater than 2 times; mid-cap defined as deals with disclosed transaction values between $1 million and $1 billion 28 European M&A Activity