M&A Markets Analysis Q1 215 Quarterly Overview of Global M&A Activity Mark Brady Global Head of M&A mbrady@williamblair.com +1 312 364 8853 Matthew Klotz M&A Markets Analyst mklotz@williamblair.com +1 312 364 53
Table of Contents M&A Trends in Q1 215... 1 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... 11 Private Equity Transaction Analysis... 12 Transaction Participants and Considerations... 16 Industry Breakdown... 18 Cross-Border Transaction Analysis... 2 U.S. Debt Capital and Private Equity... 22 First Quarter 215 Update... 22 European M&A Activity... 26 Transaction Detail... 26 European Valuation Multiples... 28 Private-Equity Transaction Analysis... 29 Emerging Markets M&A Activity... 3 Recent Select William Blair Transactions... 31 William Blair Corporate Industry Coverage... 36 Notes... 37 Disclosures... 38 Table of Contents
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 $4.5 trillion in 214, nearly double the amount from 26. While U.S. companies strategic plans to expand globally, regardless of the tax ramifications, are clearly a driver of this increase in foreign investment, the repatriation tax is certainly a large factor. M&A Trends in Q1 215 1
U.S. Corporates Continue to Grow Their Cash... and Spend it Abroad ($ in billions) $1, $8, $6, $4, $2, $ Investment Abroad 21 22 23 24 25 26 27 28 29 21 211 212 213 214 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 +1 312 364 8853 mbrady@williamblair.com 2 M&A Trends in Q1 215
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 213 214 215 % Chg. '15 vs. '14 213 214 215 % Chg. '15 vs. '14 Q1 North America 3,138 2,943 3,62 4.% $239,827 $264,269 $46,631 53.9% Latin America 337 33 31 2.3% 17,858 21,878 17,731 (19.%) Europe 2,718 3,258 3,23 (1.7%) 162,368 177,947 192,5 8.2% Africa / Middle East 268 36 239 (21.9%) 11,1 5,547 1,88 96.2% Asia Pacific 2,822 2,812 2,659 (5.4%) 91,91 144,236 25,22 42.3% TOTAL 9,283 9,622 9,473 (1.5%) $522,964 $613,877 $832,945 35.7% YTD North America 3,138 2,943 3,62 4.% $239,827 $264,269 $46,631 53.9% Latin America 337 33 31 2.3% 17,858 21,878 17,731 (19.%) Europe 2,718 3,258 3,23 (1.7%) 162,368 177,947 192,5 8.2% Africa / Middle East 268 36 239 (21.9%) 11,1 5,547 1,88 96.2% Asia Pacific 2,822 2,812 2,659 (5.4%) 91,91 144,236 25,22 42.3% TOTAL 9,283 9,622 9,473 (1.5%) $522,964 $613,877 $832,945 35.7% LTM North America 13,739 11,569 12,484 7.9% $1,55,653 $1,94,51 $1,718,61 57.% Latin America 1,521 1,338 1,388 3.7% 113,619 117,39 14,722 (1.7%) Europe 12,399 11,671 13,296 13.9% 644,661 686,719 888,752 29.4% Africa / Middle East 1,276 1,83 1,97 1.3% 48,38 45,23 62,16 37.4% Asia Pacific 11,887 11,889 12,2 1.1% 453,829 587,812 728,82 24.% TOTAL 4,822 37,55 4,285 7.3% $2,316,142 $2,531,571 $3,52,515 38.4% Notes: Deal value limited to publically disclosed transaction value; year-to-date as of March 31, 215 Global M&A Activity 3
Mid-Cap Regional Transactions Opposed to the overall market, total global mid-cap M&A activity experienced an uptick in both transactions and transaction value activity during the first quarter of 215, yielding increases of 5% in transactions and 6% in transaction value. Africa-Middle East was the top performer in number of announced deals during first quarter 215, with transaction activity up 41%. Overall, there exists a broader trend in the mid-cap an increasingly fewer number of transactions with slightly higher deal values per transaction. In the last 12 months, the number of announced deals increased 1% while deal value increased 9%. Latin America as a region posted the most lackluster growth numbers. Global Mid-Cap M&A Activity Detail ($ in millions) Number of Deals Deal Value 213 214 215 % Chg. '15 vs. '14 213 214 215 % Chg. '15 vs. '14 Q1 North America 215 246 216 (12.2%) $62,51 $74,498 $66,468 (1.8%) Latin America 26 38 2 (47.4%) 7,953 13,117 4,737 (63.9%) Europe 162 17 199 17.1% 54,7 56,17 64,156 14.2% Africa / Middle East 31 17 24 41.2% 6,72 3,363 7,113 111.5% Asia Pacific 227 218 264 21.1% 58,631 54,569 71,951 31.9% TOTAL 661 689 723 4.9% $19,486 $21,716 $214,424 6.3% YTD North America 215 246 216 (12.2%) $62,51 $74,498 $66,468 (1.8%) Latin America 26 38 2 (47.4%) 7,953 13,117 4,737 (63.9%) Europe 162 17 199 17.1% 54,7 56,17 64,156 14.2% Africa / Middle East 31 17 24 41.2% 6,72 3,363 7,113 111.5% Asia Pacific 227 218 264 21.1% 58,631 54,569 71,951 31.9% TOTAL 661 689 723 4.9% $19,486 $21,716 $214,424 6.3% LTM North America 1,19 1,95 1,91 (.4%) $318,673 $348,456 $338,23 (2.9%) Latin America 144 16 12 (25.%) 47,279 53,276 39,669 (25.5%) Europe 758 764 97 18.7% 238,1 237,548 281,986 18.7% Africa / Middle East 15 78 116 48.7% 27,894 19,429 31,78 63.2% Asia Pacific 869 977 1,136 16.3% 228,145 263,164 316,623 2.3% TOTAL 2,895 3,74 3,37 9.6% $859,992 $921,873 $1,8,215 9.4% 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
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 22 23 24 25 26 27 28 29 21 211 212 213 214 LTM >$1B 29 223 323 44 595 759 43 297 445 47 412 423 532 561 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 $1 billion Global M&A Activity 5
Global Cross-Border M&A Flows First Quarter 215 M&A Activity by Regional Flow Cross-Border M&A Dollar Flows (1) ($ 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 $57. 19.3% 268 299 11.6% $24.1 $39.8 65.% 423 444 5.% Latin America 7.6 8.1 5.9% 135 14 3.7% 2.6.8 (7.5%) 23 15 (34.8%) Europe 22.1 55. 148.6% 371 428 15.4% 39.7 37.6 (5.1%) 359 331 (7.8%) Africa / Middle East 2.2 2.5 12.9% 19 1 (8.3%) 3.8 15.5 38.3% 38 62 63.2% Asia Pacific 24. 11.5 (52.1%) 219 166 (24.2%) 33.4 4.2 2.4% 259 281 8.5% 6 Global Cross-Border M&A Flows
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 1,634 428 447 12 1 8 6 4 2 75 85 113 67 87 23 17 2, 1,5 1, 5 1,631 1,574 1,451 1,385 1,355 364 332 21 211 212 213 214 Q1 Q1 214 215 21 211 212 213 214 Q1 Q1 214 215 21 211 212 213 214 Q1 Q1 214 215 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 25 2 15 1 5 26 183 29 167 191 37 51 21 211 212 213 214 Q1 Q1 214 215 1,4 1,2 1, 8 6 4 2 1,222 1,29 1,18 1,21 1,73 256 281 21 211 212 213 214 Q1 Q1 214 215 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
Cross-Border Mid-Cap M&A Inflows North America Latin America Europe 1,4 1,2 1, 8 6 4 2 1,263 1,296 1,175 1,125 992 268 32 21 211 212 213 214 Q1 Q1 214 215 8 7 6 5 4 3 2 1 617 758 72 565 574 135 138 21 211 212 213 214 Q1 Q1 214 215 1,8 1,6 1,4 1,2 1, 8 6 4 2 1,628 1,5411,371 1,55 1,446 368 425 21 211 212 213 214 Q1 Q1 214 215 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 6 5 4 3 2 1 477 486 531 44 424 19 11 21 211 212 213 214 Q1 Q1 214 215 1,4 1,2 1, 8 6 4 2 1,29 1,198 977 893 88 218 161 21 211 212 213 214 Q1 Q1 214 215 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
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 213 214 215 % Chg. '15 vs. '14 213 214 215 % Chg. '15 vs. '14 Q1 < $1M 784 563 771 36.9% $16,434 $13,571 $19,425 43.1% $1M-$5M 27 235 214 (8.9%) 43,46 51,16 49,78 (2.6%) $5M-$1B 44 45 44 (2.2%) 31,265 32,246 31,797 (1.4%) Total Mid-Cap 251 28 258 (7.9%) $74,725 $83,352 $81,577 (2.1%) > $1B 43 54 76 4.7% 187,868 257,785 352,186 36.6% Undisclosed 2,141 2,152 2,43 (5.1%) - - - - Total Deals 3,219 3,49 3,148 3.2% $279,27 $354,78 $453,188 27.8% YTD < $1M 784 563 771 36.9% $16,434 $13,571 $19,425 43.1% $1M-$5M 27 235 214 (8.9%) 43,46 51,16 49,78 (2.6%) $5M-$1B 44 45 44 (2.2%) 31,265 32,246 31,797 (1.4%) Total Mid-Cap 251 28 258 (7.9%) $74,725 $83,352 $81,577 (2.1%) > $1B 43 54 76 4.7% 187,868 257,785 352,186 36.6% Undisclosed 2,141 2,152 2,43 (5.1%) - - - - Total Deals 3,219 3,49 3,148 3.2% $279,27 $354,78 $453,188 27.8% LTM < $1M 3,896 2,881 2,954 2.5% $84,84 $65,812 $73,945 12.4% $1M-$5M 928 1,27 1,26 (.1%) 23,681 232,158 235,699 1.5% $5M-$1B 23 247 218 (11.7%) 161,155 176,151 155,956 (11.5%) Total Mid-Cap 1,158 1,274 1,244 (2.4%) $364,836 $48,39 $391,655 (4.1%) > $1B 221 226 31 37.2% 714,428 842,728 1,451,26 72.2% Undisclosed 8,894 7,651 8,447 1.4% - - - - Total Deals 14,169 12,32 12,955 7.7% $1,164,68 $1,316,85 $1,916,86 45.6% 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 9
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 24 25 26 27 28 29 21 211 212 213 214 LTM >$1B 171 29 269 346 158 124 21 183 218 215 288 31 Mid-Cap 1,97 1,118 1,286 1,438 1,73 713 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-$1B Deal Value 1,6 1,438 1,4 1,286 1,73 1,245 1,266 1,97 1,118 1,161 1,144 1,2 1,133 1, 713 8 6 4 2 1,244 Deal Value ($ in billions) $6 $5 $4 $3 $2 $1 $ Number of Deals 24 25 26 27 28 29 21 211 212 213 214 LTM $5M-$1B 173 185 239 37 183 12 221 219 231 246 219 218 $1-$5M 924 933 1,47 1,131 89 611 912 942 913 999 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
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 23 24 25 26 27 28 29 21 211 212 213 214 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 23 24 25 26 27 28 29 21 211 212 213 214 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
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 213 214 215 % Chg. '15 vs. '14 213 214 215 % Chg. '15 vs. '14 Q1 < $1M 92 51 74 45.1% $2,36 $1,852 $2,625 41.7% Mid-Cap 53 7 54 (22.9%) 17,456 26,549 19,232 (27.6%) > $1B 15 22 21 (4.5%) 78,843 58,24 16,87 83.5% Undisclosed 34 345 373 8.1% - - - - Total Deals 5 488 522 7.% $98,65 $86,642 $128,727 48.6% YTD < $1M 92 51 74 45.1% $2,36 $1,852 $2,625 41.7% Mid-Cap 53 7 54 (22.9%) 17,456 26,549 19,232 (27.6%) > $1B 15 22 21 (4.5%) 78,843 58,24 16,87 83.5% Undisclosed 34 345 373 8.1% - - - - Total Deals 5 488 522 7.% $98,65 $86,642 $128,727 48.6% LTM < $1M 438 282 296 5.% $11,655 $9,66 $1,799 19.1% Mid-Cap 245 281 288 2.5% 93,265 14,587 12,82 (1.7%) > $1B 72 74 92 24.3% 27,11 183,63 317,41 73.2% Undisclosed 1,394 1,255 1,567 24.9% - - - - Total Deals 2,149 1,892 2,243 18.6% $312,3 $296,716 $43,66 45.1% 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
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, 5 24 25 26 27 28 29 21 211 212 213 214 LTM >$1B 53 62 86 123 34 25 6 56 65 67 93 92 Mid-Cap 34 343 368 42 252 193 339 297 253 264 34 288 < $1M 575 54 649 457 548 575 565 438 465 323 273 296 Undisclosed 65 841 1,124 1,332 961 678 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 55 5 45 4 35 3 25 2 15 1 5 14 164 296 Undisclosed < $1M Mid-Cap >$1B Deal Value 422 475 437 449 463 397 421 258 191 514 54 Deal Value ($ in billions) $3 $25 $2 $15 $1 $5 $ Number of Deals 22 23 24 25 26 27 28 29 21 211 212 213 214 LTM >$1B 1 9 2 3 19 53 1 6 38 31 4 44 55 56 Mid-Cap 38 66 12 159 123 149 69 56 145 125 116 98 15 151 < $1M 29 45 61 77 57 48 4 38 53 52 47 43 35 35 Undisclosed 36 44 95 156 198 225 139 91 21 241 26 236 274 262 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
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, 75 5 25 612 751 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 22 23 24 25 26 27 28 29 21 211 212 213 214 LTM >$1B 1 14 4 35 73 86 21 13 32 27 43 32 55 5 Mid-Cap 92 136 193 217 237 262 157 96 189 161 14 138 152 138 < $1M 233 248 337 397 483 352 394 349 318 27 32 211 26 219 Undisclosed 277 353 511 763 1,56 1,38 925 581 893 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, 5 171 24 441 511 322 759 419 993 617 735 1232 1273 531 966 361 678 865 765 546 886 899 956 797 122 126 784 85 847 1,5 1, 5 22 23 24 25 26 27 28 29 21 211 212 213 214 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
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 212 213 214 Q1 215 212 213 214 Q1 215 Aerospace 9 14 14 6 $1,15 $1,88 $3,8 $3 Agribusiness 2 3 5 3 $5 $25 Auto/Truck 56 3 74 19 $2,236 $883 $9,84 $2,1 Chemicals 65 42 72 16 $11,889 $5,84 $11,714 $1,36 Computers & Electronics 427 387 433 143 $24,937 $35,172 $5,118 $28,452 Construction/Building 78 69 82 18 $6,558 $5,484 $5,186 $1,57 Consumer Products 65 47 7 23 $6,759 $5,465 $9,313 $3,9 Defense 4 4 3 - $225 $897 $215 - Dining & Lodging 37 29 42 14 $7,543 $2,378 $1,719 $2,366 Finance 72 7 76 28 $7,922 $15,936 $14,85 $3,669 Food & Beverage 57 43 58 21 $4,915 $15,987 $21,447 $52,345 Forestry & Paper 18 16 25 4 $1,265 $496 $17 - Government - - - - - - - - Healthcare 215 19 155 5 $2,647 $29,181 $37,123 $15,928 Holding Companies 7 6 2 1 $321 $253 Insurance 71 77 116 36 $7,634 $4,484 $6,246 $2,116 Leisure & Recreation 29 19 33 12 $2,865 $2,81 $2,28 $4,7 Machinery 69 56 55 15 $9,661 $6,891 $3,888 $127 Metal & Steel 48 37 4 7 $2,282 $4,98 $3,88 $16 Mining 8 7 6 2 $789 $946 $143 Oil & Gas 51 52 88 13 $19,636 $23,512 $26,317 $627 Professional Services 296 281 339 17 $13,624 $8,237 $19,75 $4,598 Publishing 25 22 45 12 $4,163 $283 $1,41 $198 Real Estate/Property 34 27 38 11 $3,789 $5,219 $27,81 $1,768 Retail 59 69 58 2 $17,51 $7,126 $37,118 $182 Telecommunications 9 48 46 7 $28,139 $11,73 $14,28 $38 Textile 9 15 17 7 $14 $4,444 $1,88 $2 Transportation 55 46 29 12 $2,175 $3,547 $1,98 $1,646 Utility & Energy 42 28 43 1 $8,77 $8,951 $4,438 $1,63 Total 1,998 1,734 2,64 617 $216,637 $211,421 $323,743 $136,459 U.S. M&A Activity 15
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.%.% 22 23 24 25 26 27 28 29 21 211 212 213 214 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.%.% 22 23 24 25 26 27 28 29 21 211 212 213 214 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
Distressed U.S. M&A Activity Number of Deals Undisclosed < $1M Mid-Cap >$1B Deal Value 5 4 3 2 1 28 341 215 6 48 76 119 378 297 183 157 125 83 78 Deal Value ($ in billions) $1 $8 $6 $4 $2 $ Number of Deals 22 23 24 25 26 27 28 29 21 211 212 213 214 LTM >$1B 6 1 8 4 2 4 7 13 1 1 6 1 1 2 Mid-Cap 42 49 44 19 8 12 28 51 58 16 17 25 12 11 < $1M 149 28 19 2 12 22 19 117 88 57 56 39 21 17 Undisclosed 83 74 54 17 26 38 65 197 141 1 78 51 49 48 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) 9 6 3 56 7 4 43 66 73 34 31 55 49 45 51 24 3 $4 $3 $2 $1 $ Number of Deals 22 23 24 25 26 27 28 29 21 211 212 213 214 LTM >$1B 4 2 11 13 31 38 7 2 16 12 7 11 8 8 Mid-Cap 14 15 1 2 24 22 16 15 29 31 19 29 11 15 < $1M 38 53 19 1 11 13 11 14 1 6 19 11 5 7 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 22 23 24 25 26 27 28 29 21 211 212 213 214 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
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 212 213 214 Q1 215 Transactions Mid-Cap Total Mid-Cap Total Mid-Cap Total Mid-Cap Total Aerospace 5 5 9 44 3 46 2 12 Agribusiness 2 41 4 49 3 6-1 Auto/Truck 7 224 11 153 17 234 2 54 Chemicals 2 252 2 193 16 22 2 4 Computers & Electronics 97 2,543 112 2,55 131 2,397 34 635 Construction/Building 9 41 18 35 18 377 2 77 Consumer Products 19 295 15 219 23 31 2 64 Defense 3 11 4 1 1 4-3 Dining & Lodging 23 25 35 257 34 231 9 72 Finance 49 73 67 696 73 644 13 155 Food & Beverage 23 264 14 236 2 229 2 57 Forestry & Paper 5 57 8 54 8 68-11 Government 1 1 1 2 - - - - Healthcare 95 1,235 95 1,45 9 952 22 285 Holding Companies 1 55 1 37 2 24-8 Insurance 17 287 11 246 18 297 1 82 Leisure & Recreation 21 217 13 157 9 163 4 42 Machinery 22 283 16 248 15 237-51 Metal & Steel 1 168 6 142 14 151 1 26 Mining 6 154 8 15 1 11 2 23 Oil & Gas 132 589 118 461 151 55 16 77 Professional Services 44 1,673 32 1,499 54 1,73 15 413 Publishing 6 222 7 189 9 188 2 6 Real Estate/Property 149 1,7 174 56 126 42 31 95 Retail 18 297 3 291 21 275 5 69 Telecommunications 22 314 3 273 31 225 7 4 Textile 1 49 6 52 2 48 1 11 Transportation 17 256 24 247 22 192 7 5 Utility & Energy 44 296 46 264 51 286 8 62 Total 868 12,194 935 1,35 972 1,596 19 2,584 Notes: Deal value limited to publically disclosed transaction value; mid-cap defined as deals with disclosed transaction values between $1 million and $1 billion 18 U.S. M&A Activity
U.S. M&A Value by Target Sector ($ in millions) 212 213 214 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 $3,74 - - 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 $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 $1 billion U.S. M&A Activity 19
Cross-Border Transaction Analysis The overall market during the last 12 months favors outbound over inbound transactions 6% to 4%, in line with historical averages of 59% to 41%. Over the same period, the mid-cap (excluding undisclosed transactions with undisclosed values) favors outbound over inbound transactions 56% to 44%. Through 215, North American mid-cap outbound activity was primarily directed toward the United Kingdom, France, and Germany; conversely, North America received the most inbound interest from the United Kingdom, Japan, and Switzerland. U.S. Mid-Cap Cross-Border M&A by Number of Deals Number of Deals Outbound Inbound Inbound Deal Value Outbound Deal Value 1,6 1,535 1,321 1,351 1,4 1,3 1,249 1,243 Deal Value ($ in billions) $1 1,359 1,373 $9 1,2 1,37 1,39 98 986 925 1, 957 929 778 819 856 761 84 777 65 8 65 652 596 6 59 48 336 4 2 $8 $7 $6 $5 $4 $3 $2 $1 $ Number of Deals 22 23 24 25 26 27 28 29 21 211 212 213 214 LTM Inbound Mid-Cap 94 77 119 129 167 187 152 98 153 171 161 147 175 171 Undisclosed 415 259 361 523 758 852 688 57 68 737 825 63 782 758 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 11 18 173 165 224 37 249 144 222 223 196 229 28 215 Undisclosed 549 488 65 654 813 1,14 1,51 712 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
U.S. Cross-Border M&A Number of Transactions Inbound Outbound Total 212 213 214 LTM 212 213 214 LTM 212 213 214 LTM > $1B 37 3 5 53 34 35 31 46 71 65 81 99 Mid-Cap 161 147 175 171 196 229 28 215 357 376 383 386 < $1M 466 381 375 39 537 414 388 46 1,3 795 763 796 Undisclosed 825 63 782 758 1,155 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 212 213 214 LTM 212 213 214 LTM 212 213 214 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
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 465. 485. 515. 544. 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
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 $17 million 2nd Lien Term L + 425; 1% Floor (1st) L + 85; 1% Floor (2nd) 4.x / 5.5x Backs Partners Group and Kenner & Co's LBO of Dynacast International Source: S&P s LCD U.S. Debt Capital and Private Equity 23
Select First Quarter 215 Mid-Cap Leveraged Loan Transactions ($ 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 $225 -- 525 -- 4.5x Constantia Flexibles Wendel Investissement Chemicals 15-Feb LBO $227 -- $227 -- 375 -- 4.8x American Beacon Advisors Total Leverage Kelso Services & Leasing 15-Feb LBO $35 $4 $23 $8 45 875 5.5x PSA Healthcare J.H. Whitney & Co Healthcare 15-Feb LBO $149 $2 $94 $35 5 85 5.5x Sabre Industries Kohlberg & Co. Manufacturing & Machinery 15-Feb Acquisition $32 $65 $255 -- 475 -- 4.5x CSP Technologies Wendel Investissement Chemicals 15-Jan LBO $195 $25 $17 -- 6 -- 5.1x Mirion Technologies Charter NEX Films Charterhouse Equity Partners Pamplona Capital Management Computers & Electronics 15-Jan LBO $38 $35 $28 $65 475 725 5.3x Chemicals 15-Jan LBO $43 $5 $27 $11 425 825 5.8x Orica Chemicals Blackstone Group Chemicals 15-Jan LBO $43 -- $43 -- 625 -- 4.4x Paris Presents Wasserstein & Co Wholesale Trade 15-Jan LBO $137 $15 $92 $3 45 825 5.5x 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
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 1 5.38% nc5 Jan-15 Presidio Inc Computers & Electronics LBO CCC+ Caa1 $25 Senior Notes 144a life 8 11.97% nc3 Jan-15 ANGUS Chemical Company Chemicals LBO B Caa1 $225 Senior Notes 144a life 8 8.75% nc3 Jan-15 Speedway Motorsports Entertainment & Leisure Refinancing BB+ Ba2 $2 Senior Notes 144a 8 5.13% nc3 Jan-15 Nexstar Broadcasting Group TV Acquisition B+ B3 $275 Senior Notes 144a life 7 6.13% nc3 Jan-15 NCI Building Systems Inc Building Materials Acquisition B+ B3 $25 Senior Notes 144a life 8 8.25% nc3 Source: S&P s LCD U.S. Debt Capital and Private Equity 25
European M&A Activity Transaction Detail The total number of European M&A transactions announced in the first quarter decreased by 2% year-over-year, while total deal value increased by 7% over the same period. The number of European mid-cap transactions announced in first quarter 215 increased 1%, while the number of mega-deals increased 26%. The European M&A landscape in the last 12 months posted an overall 13% gain in number of transactions announced and a 2% gain in deal value. European M&A Activity Detail ($ in millions) Number of Deals Deal Value 213 214 215 % Chg. '14 vs. '13 213 214 215 % Chg. '14 vs. '13 Q1 < $1M 697 826 977 18.3% $12,958 $14,656 $15,541 6.% $1M-$5M 164 183 19 3.8% 38,36 4,954 44,253 8.1% $5M-$1B 43 45 4 (11.1%) 3,888 33,96 28,944 (12.5%) Mid-Cap 27 228 23.9% $69,194 $74,5 $73,198 (1.2%) > $1B 4 39 49 25.6% 116,86 133,441 149,834 12.3% Undisclosed 2,242 2,628 2,42 (8.6%) - - - - TOTAL 3,186 3,721 3,658 (1.7%) $199,12 $222,147 $238,573 7.4% YTD < $1M 697 826 977 18.3% $12,958 $14,656 $15,541 6.% $1M-$5M 164 183 19 3.8% 38,36 4,954 44,253 8.1% $5M-$1B 43 45 4 (11.1%) 3,888 33,96 28,944 (12.5%) Mid-Cap 27 228 23.9% $69,194 $74,5 $73,198 (1.2%) > $1B 4 39 49 25.6% 116,86 133,441 149,834 12.3% Undisclosed 2,242 2,628 2,42 (8.6%) - - - - TOTAL 3,186 3,721 3,658 (1.7%) $199,12 $222,147 $238,573 7.4% LTM < $1M 3,472 3,92 3,873 25.3% $65,963 $57,123 $64,63 13.1% $1M-$5M 89 791 924 16.8% 181,585 179,394 214,888 19.8% $5M-$1B 197 191 189 (1.%) 137,115 131,476 134,489 2.3% Mid-Cap 1,6 982 1,113 13.3% $318,7 $31,87 $349,377 12.4% > $1B 181 188 225 19.7% 512,874 63,575 781,131 23.9% Undisclosed 9,798 9,234 9,999 8.3% - - - - TOTAL 14,457 13,496 15,21 12.7% $897,537 $998,569 $1,195,111 19.7% Notes: Deal value limited to publically disclosed transaction value; mid-cap defined as deals with disclosed transaction values between $1 million and $1 billion 26 European M&A Activity
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 22 23 24 25 26 27 28 29 21 211 212 213 214 LTM >$1B 131 116 14 223 286 415 247 131 189 189 173 189 215 225 Mid-Cap 777 77 1,28 1,283 1,57 1,873 1,469 89 1,37 1,153 1,37 961 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, 777 77 8 6 4 2 1,28 1,283 $1M-$5M $5-$1B Deal Value 1,873 1,57 1,469 1,153 1,37 89 1,37 961 1,111 1,113 Deal Value ($ in billions) $8 $7 $6 $5 $4 $3 $2 $1 $ Number of Deals 22 23 24 25 26 27 28 29 21 211 212 213 214 LTM $5-$1B 119 114 191 194 299 358 269 138 173 21 2 189 194 189 $1M-$5M 658 656 837 1,89 1,271 1,515 1,2 671 864 943 837 772 917 924 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
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 23 24 25 26 27 28 29 21 211 212 213 214 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 22 23 24 25 26 27 28 29 21 211 212 213 214 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% 22 23 24 25 26 27 28 29 21 211 212 213 214 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
Private-Equity Transaction Analysis European Private-Equity Activity Number of Deals 2, 1,5 958 1,2 1, Undisclosed < $1M Mid-Cap >$1B Deal Value 1,565 1,861 1,637 1,667 1,579 1,431 1,26 1,292 1,298 1,164 1,42 1,436 Deal Value ($ in billions) $3 $2 5 $1 $ Number of Deals 22 23 24 25 26 27 28 29 21 211 212 213 214 LTM >$1B 16 18 28 45 54 73 38 11 28 36 27 24 31 35 Mid-Cap 93 15 21 224 225 271 168 97 134 154 126 129 138 147 < $1M 435 46 44 457 437 459 415 31 315 32 25 281 257 252 Undisclosed 414 473 564 839 921 1,58 1,46 746 954 1,87 889 864 994 1,2 Deal Value $67.7 $84.1 $143.3 $185.1 $231.5 $273.5 $157.9 $7.7 $132.4 $153.5 $17.8 $97.8 $131.1 $156.6 European Private-Equity Exit Activity Number of Deals Undisclosed < $1M Mid-Cap >$1B Deal Value 571 6 546 52 519 5 465 384 388 45 4 323 3 241 256 Deal Value ($ in billions) $2 5 514 $15 $1 2 1 164 $5 $ Number of Deals 22 23 24 25 26 27 28 29 21 211 212 213 214 LTM >$1B 6 5 16 33 29 56 22 8 23 31 27 23 35 38 Mid-Cap 28 44 13 149 129 148 73 49 15 16 75 12 118 129 < $1M 69 12 91 137 16 121 77 59 73 95 59 71 63 66 Undisclosed 61 9 113 227 256 246 212 14 187 287 244 269 284 281 Deal Value $19.9 $26.1 $76.5 $113.6 $114.4 $188.5 $69.4 $36.5 $114.9 $127.3 $94.9 $83.2 $157. $168.7 Notes: Deal value limited to publically disclosed transaction value; mid-cap defined as deals with disclosed transaction values between $1 million and $1 billion European M&A Activity 29
Emerging Markets M&A Activity Latin American M&A Activity Deal Value Number of Deals Undisclosed < $1M Mid-Cap >$1B Deal Value ($ in billions) 2, $3 1,758 1,691 1,75 1,351 1,453 1,485 1,486 $25 1,5 1,283 1,25 1,166 $2 1, 888 91 $15 75 5 25 45 525 576 568 $1 $5 $ Number of Deals 22 23 24 25 26 27 28 29 21 211 212 213 214 LTM >$1B 9 4 1 5 2 21 26 23 45 32 25 26 26 26 Mid-Cap 61 62 85 89 141 19 129 117 161 189 192 157 153 137 < $1M 142 232 244 228 39 5 485 356 495 55 573 523 477 444 Undisclosed 238 227 237 246 418 572 526 414 65 92 968 747 829 879 Deal Value $38.3 $3. $59.5 $46.8 $126.4 $16.1 $112. $9.3 $242.5 $142.1 $152.1 $136. $139.8 $134.3 Asian M&A Activity Number of Deals Undisclosed < $1M Mid-Cap >$1B Deal Value Deal Value ($ in billions) 18, 16,62 15,813 $1,2 15,393 14,426 13,811 13,942 15, 12,867 13,119 13,496 13,387 $1, 12, 1,232 $8 9, 6, 5,981 5,389 7,274 $6 $4 3, $2 $ Number of Deals 22 23 24 25 26 27 28 29 21 211 212 213 214 LTM >$1B 31 39 64 74 19 125 93 86 123 116 93 97 121 131 Mid-Cap 311 357 454 683 869 1,223 984 844 1,13 1,65 1,9 1,147 1,264 1,334 < $1M 3,489 3,252 4,669 6,66 8,465 1,61 1,51 9,288 9,213 9,531 8,54 7,919 7,96 7,767 Undisclosed 2,15 1,741 2,87 2,869 3,424 4,14 4,235 3,593 4,77 4,681 4,3 3,956 4,25 4,155 Deal Value $253.2 $198.7 $323.5 $397.9 $579.2 $744.3 $917. $746.3 $546.8 $693. $757. $679.6 $66. $96.3 Notes: Deal value limited to publically disclosed transaction value; mid-cap defined as deals with disclosed transaction values between $1 million and $1 billion 3 Emerging Markets M&A Activity
Recent Select William Blair Transactions Close Date William Blair Client Client Description Transaction Description Deal Value ($ in millions) Pending* Ammeraal Beltech Manufacturer of steel and plastic modular belts, chains, and accessories for internal conveyance applications Pending* Fiskars Corporation Manufacturer and marketer of branded consumer products for the home, garden, and outdoors markets Sale to Advent International, a Boston-based Acquisition of WWRD, a provider of luxury home and lifestyle products $437. Pending FirstService Corporation 6/5/215 Wealth Enhancement Group Provider of real estate related services to commercial, institutional, and residential customers in North America and internationally Provider of financial planning and advisor services Advisor to FirstService Corporation in separation into two independent public companies Sale to Lightyear Capital, a New York-based $2,535. 5/29/215 Woodstream Corporation Manufacturer and marketer of branded consumer products Sale to Vestar Capital Partners, a New Yorkbased 5/27/215 HealthcareSource Developer and provider of talent management software solutions for the healthcare industry Sale to Francisco Partners, a San Francisco-based 5/15/215* WASH Multifamily Laundry Systems Provider of laundry services in the United States and internationally Sale to EQT, a European-based 5/5/215 Phytel Provider of SaaS-based population health management and workflow improvement solutions Sale to IBM, a global provider of information technology products and services 4/27/215 Nobel Learning Communities (a portfolio company of Leeds Equity Partners) Operator of a network of nonsectarian private schools Sale to Investcorp, a Bahrain-based private equity firm 4/24/215 Gold Standard Baking Manufacturer of thaw-and-serve baked goods Sale to Tricor Pacific Capital. a Canadian-based 4/22/215 Shock Doctor Holdings Manufacturer and marketer of sports protection equipment and apparel Sale to McDavid, a manufacturer and marketer of sports medicine, protection equipment, and performance apparel 4/17/215 Driven Brands Provider of automobile repair services Sale to Roark Capital Group, an Atlanta-based 4/16/215* Ikaria Holdings Developer of critical care therapeutics Sale to Mallinckrodt, a developer and distributer of specialty pharmaceutical products 4/1/215* Performance Fibers (Asian Operations and Brand Name) Manufacturer of industrial polyester fibers and fabrics Sale to Indorama Ventures, a manufacturer of polyester fibers and wool yarns 3/3/215 Lovell Minnick Partners A California-based Acquisition of J.S. Held, a provider of consulting, project management, and expert services to the construction industry 3/23/215 The J.M. Smucker Company Manufacturer and marketer of branded food products worldwide Acquisition of Big Heart Pet Brands, a producer of branded pet food and pet snacks in the United States 3/4/215 Data Innovations Provider of laboratory connectivity solutions Sale to Roper Industries, a provider of software and engineered products and solutions $45. $2,3. $6,. 2/23/215 PowerPlan Provider of asset-centric accounting, tax, budgeting, and analytics software solutions 2/17/215 Myers Lawn & Garden Manufacturer of plastic plant and flower containers for the greenhouse, nursery, and retail markets * Represents cross-border transaction. Transaction value not disclosed. Sale to Thoma Bravo, a Chicago-based private equity firm Sale to Wingate Partners, a Dallas-based private equity firm $11. Recent Select William Blair Transactions 31
Close Date William Blair Client Client Description Transaction Description ($ in millions) 2/9/215 EmployBridge Holding Company Provider of specialty staffing services and workforce management strategies in the United States 2/9/215* Sartorius Intec Provider of laboratory and process technologies and equipment Sale to The Select Family of Staffing Companies, a provider of workforce management services and solutions Sale to Minebea, a manufacturer of high-precision ball bearings and components Deal Value $41. 86.9 2/3/215 Career Step Provider of career-focused education and corporate training for job opportunities in the healthcare sector Sale to Revelstoke Capital Partners, a Denverbased 1/28/215* Access Technology Group Developer of business and accounting software Sale to TA Associates, a Boston-based private equity firm 1/27/215* Polytech-Domilens Distributor of ophthalmic products Sale to Stirling Square Capital Partners, a London-based 1/16/215* GI Partners A San Francisco-based Acquisition of Logibec, a developer of clinical and administrative information systems 1/7/215* CLS Communication Provider of technology-enabled language services and solutions 1/6/215* Climatec Provider of building automation and energy management services 1/1/215* SkyWave Mobile Communications Manufacturer of satellite communication equipment and airtime services for machine-to-machine (M2M) applications 12/31/214 Paris Presents Provider of private label personal care products and accessories Sale to Lionbridge Technologies, a global provider of language, content, and testing solutions Sale to Robert Bosch, a provider of technology and automotive services and equipment Sale to ORBCOMM, a provider of machine-tomachine communication solutions Sale to Wasserstein & Co., a New York-based CHF74. $13. 12/3/214 Excelligence Learning Corporation Manufacturer and distributor of educational products to the early childhood and elementary markets Sale to Brentwood Associates, a Los Angelesbased 12/24/214 Orion Food Systems Developer and marketer of food service products and solutions Sale to One Rock Capital Partners, a New Yorkbased 12/23/214* ChemAid Laboratories Manufacturer and formulator of specialty hair care and skin care products 12/2/214* Fiskars Corporation Manufacturer and marketer of consumer and commercial products Sale to Knowlton Development Corporation, a manufacturer of innovative product and service solutions to the health and beauty industry Acquisition of Robert Bosch Garden and Watering Business, a provider of garden watering products and outdoor décor 12/19/214* SecureNet Provider of payment processing solutions Sale to WorldPay, a provider of payment processing products and services 12/18/214 CareTech Solutions Provider of information technology and health information management outsourcing solutions 12/4/214 RacoWireless Provider of wireless data solutions and services to the machine-to-machine (M2M) industry 12/1/214* Vetriceramici Manufacturer of specialty products for the ceramic industry in Italy and internationally 11/28/214 Capquest Group Limited Provider of credit management solutions and debt recovery services 11/28/214* Montana Producer and supplier of goods and productive solutions for the food, pharmaceutical and agricultural sectors * Represents cross-border transaction. Transaction value not disclosed. Sale to HTC Global Services, a provider of business process outsourcing services and information technology solutions Sale to KORE Wireless Group, a provider of digital wireless serves for the machine-to-machine (M2M) industry Sale to Ferro Corporation, a producer of specialty materials and chemicals Sale to Arrow Global Group, a provider of debt purchase and receivables management solutions in the United Kingdom Sale to Frutarom Industries, a producer of flavorings and fine ingredients 83. 158. 32 Recent Select William Blair Transactions
Close Date William Blair Client Client Description Transaction Description ($ in millions) 11/27/214 Allocate Software Provider of workforce management solutions for healthcare, defense, government, and commercial customers in Europe and internationally 11/25/214* Northern Lights Capital Group Operator a of U.S.-based multi-boutique asset management business Sale to HgCapital, a London-based private investment firm Sale to Treasury Group, a Australia-based multiboutique asset manager Deal Value 19.6 A$193. 11/2/214 TriTech Software Systems Provider of public safety software in North America Sale to Insight Venture Partners, a New Yorkbased 11/2/214* AAA Auto Group Seller of automobiles and provider of vehicle-oriented financial services 11/13/214* Camstar Systems Provider of enterprise manufacturing execution and quality management software solutions worldwide 11/6/214* Kelway Holdings Limited Provider of information technology services and solutions 11/5/214 The Composites Group Manufacturer of composite materials and reinforced plastic components Sale to Abris Capital Partners, a Poland-based Sale to Siemens, a provider of electronics and electrical engineering products and services Sale to CDW Corporation, a provider of technology products and services in the United States and Canada Sale to Citadel Plastics Holdings, a manufacturer of thermoplastic compounds 22. 11/1/214 American Blanching Company Manufacturer of peanut butter and related food products Sale to Post Holdings, a manufacturer and marketer of convenience food products $128. 1/31/214 XRS Corporation Provider of fleet management and compliance software solutions to the trucking industry Sale to Omnitracs, a provider of fleet management solutions $178.2 1/31/214* Pacific Market International (PMI) Designer and manufacturer of food and beverage containers Sale to M.Agostini. a producer of foam insulated products 1/31/214 Worley Claim Services Provider of outsourced claims adjusting and management for large catastrophic weather and environmental events in the United States 1/31/214 Qualitor Supplier of aftermarket parts to the automotive industry Sale to Aquiline Capital Partners, a New Yorkbased Sale to Wellspring Capital Management, a New York-based 1/24/214 Flinn Scientific Distributor of science equipment for classrooms Sale to Windjammer Capital Investors, a California-based 1/23/214 Santa Barbara Tax Products Group Provider of tax-related financial products and services in the United States Sale to Green Dot Corporation, a provider of financial products and services $4. 1/17/214 Vendavo Provider of price optimization management software to business companies worldwide 1/17/214* Sage Group Provider of business management software and services for small and medium sized businesses 1/16/214 TLC Vision Corporation Operator of laser eye surgery centers in the United States and Canada 1/8/214 Cobra Electronics Corp. Designer and marketer of consumer electronics products in the United States, Canada, and Europe 1/6/214 Welch ATM Operator of automated teller machines in the United States Sale to Francisco Partners, a San Francisco-based Acquisition of PAI Group, a provider of payroll, tax filing and time and attendance keeping software and services to business enterprises Sale to LASIK Vision Institute, a provider of laser vision corrective services Sale to Monomoy Capital Partners, a New Yorkbased Sale to Cardtronics, a provider of automated consumer financial services $157.8 $16. 9/3/214* Gallus BioPharmaceuticals * Represents cross-border transaction. Transaction value not disclosed. Provider of biopharmaceutical contract development and manufacturing services Sale to DPx Holdings, a global provider of outsourced pharmaceutical development and manufacturing services Recent Select William Blair Transactions 33
Close Date William Blair Client Client Description Transaction Description ($ in millions) 9/25/214* ibis acam Group Provider of education services Sale to Quadriga Capital, a Germany-based Deal Value 9/4/214 OneTouchPoint Provider of marketing and communication solutions, e-business strategy and solutions, and print and electronic distribution services 8/28/214* Golden Gate Trade & Service Joint Stock Company 8/26/214 Uintah Engineering & Land Surveying Operator of a chain of restaurants Provider of land surveying and civil engineering services for the oil and gas industries in the United States 8/15/214* Retail Decisions Provider of software-as-a-service (SaaS) fraud prevention and security solutions Sale to ICV Partners, a New York-based private equity firm Sale to Standard Chartered Private Equity, a Singapore-based Sale to Norwest Equity Partners, a Minneapolisbased Sale to ACI Worldwide, a provider of electronic payment and banking solutions $25. 8/14/214 National Veterinary Associates Owner and operator of freestanding veterinary hospitals in the United States Sale to Ares Management, a Los Angeles-based 8/4/214* DeltaTech Controls Designer and manufacturer of customized operator controls Sale to Sensata Technologies Holding, a supplier of sensing, electrical protection and control products $19. 8/1/214 Mighty Leaf Tea Producer of tea and tea products Sale to Peet s Coffee and Tea, a provider of premium coffee and tea products 8/1/214* SPGPrints Manufacturer of screens and printing systems for the textile and graphic printing industry Sale to Investcorp, a Bahrain-based private equity firm 24. 7/31/214* Framochem Manufacturer of phosgene and phosgene derivatives Sale to VanDeMark Chemical, a manufacturer of phosgene derivatives and custom phosgenations 7/31/214 Vesta Provider of medical device contract manufacturing and support services to the healthcare industry Sale to Lubrizol Corporation, a provider of technologies that improve performance of products in the industrial and consumer markets 7/29/214 Schawk Provider of brand development services Sale to Matthews International Corporation, a manufacturer of memorialization products for the cemetery and funeral home industry 7/23/214* Global Merchant Advisors Provider of online payment products and services Sale to Optimal Payments, a global provider of online and mobile payment processing services $611. 7/23/214* Meritus Payment Solutions Provider of payment and transaction processing services Sale to Optimal Payments, a global provider of online and mobile payment processing services $21. 7/16/214 Evolution1 Supplier of electronic payment, on-premise, and cloud computing healthcare solutions that administers reimbursement accounts Sale to WEX Inc., a provider of corporate card payment solutions in North and South America, Asia Pacific, and Europe 7/16/214* Aktiv Kapital Provider of loan collection services Sale to Portfolio Recovery Associates, a provider of debt collection services $532.5 $1,315. 7/9/214 Tensar Corporation Provider of development solutions for commercial, industrial, and residential infrastructure site development 7/7/214 PayLink Payment Plans Provider of payment plan financing, payment processing services, and business solutions for vehicle service contract providers 7/1/214* McKesson European Software Division Designer of pharmaceuticals and healthcare information technologies Sale to Castle Harlan, a New York-based private equity firm Sale to Milestone Partners, a Pennsylvania-based Sale to Symphony Technology Group, a California-based $4. 7/1/214 Convey Compliance Systems Provider of on-demand tax information software and services Sale to Taxware, a provider of transaction-based tax calculation and compliance systems * Represents cross-border transaction. Transaction value not disclosed. 34 Recent Select William Blair Transactions
Close Date William Blair Client Client Description Transaction Description ($ in millions) 7/1/214 Oso Biopharmaceuticals Manufacturing Provider of pharmaceutical manufacturing services Sale to Albany Molecular Research, a provider of biomedical research and development services Deal Value $11. 6/3/214 Hobre Instruments Manufacturer of on-line analyzers for the gas and process industry 6/3/214 Wheel Pros Provider of branded aftermarket wheels, performance tires, and related accessories for cars, sport utility vehicles, and light trucks 6/2/214 MEGTEC Holdings Designer and manufacturer of air pollution control systems and coating/drying equipment 6/17/214 ConvergeOne Provider of data and customer interaction solutions for businesses and call centers in the United States Sale to AAC Capital Benelux, a Netherlands-based Sale to Audax Group, a Boston-based private equity firm Sale to The Babcock & Wilcox Company, a provider of clean energy technology and services Sale to Clearlake Capital, a Los Angeles-based $155. 6/13/214 Baptista's Bakery Producer and seller of baked snack products Sale to Snyder's-Lance, a manufacturer and marketer of snack products $22. 6/6/214 NetNearU Corp. Provider of wireless internet software and management services 6/4/214* Orchids Paper Products Manufacturer of tissue paper products serving the athome private label consumer market Sale to ViaSat, a satellite provider of mobile broadband services Acquisition of Fabrica de Papel San Francisco, a manufacturer of tissue and paper products 5/3/214* Protenergy Natural Foods Provider of manufacturing services for natural food and beverage products Sale to TreeHouse Foods, a manufacturer of convenience food products CAD$17. 5/29/214* ERESNET Provider of an online real estate platform and solution service 5/23/214 The Hilsinger Company Designer and provider of consumer optical accessories, professional optical tools and related products 5/2/214 Pregis Corporation Manufacturer of protective packaging products and specialty packaging solutions Sale to Scout24, an operator of an online marketplace and real estate web portal Sale to Blue Point Capital Partners, a Clevelandbased Sale to Olympus Partners, a Connecticut-based 5/8/214 Cereal Food Processors Manufacturer and provider of flour-based foods Sale to Millner Milling, a flour milling company 4/28/214 Rudi's Organic Bakery Manufacturer of organic natural bread and baked goods 4/25/214* Jet Group Holding Provider of ventilation and fire safety solution products 4/22/214 Accuvant Provider of strategic consulting services for information security Sale to Hain Celestial Group, a manufacturer of organic and natural products Sale to Egeria, a Netherlands-based private equity firm Sale to Blackstone Group, a New York-based investment and advisory firm 4/21/214 Kaufman, Hall & Associates Provider of financial and capital advisory services to the healthcare sector Acquisition of Axiom EPM, a provider of enterprise performance management software 4/4/214 Biomedical Systems Cardiac Patient Services division Provider of cardiovascular monitoring devices Sale to CardioNet, a developer of cardiovascular monitoring systems * Represents cross-border transaction. Transaction value not disclosed. Recent Select William Blair Transactions 35
William Blair Corporate Industry Coverage Brent Gledhill Global Head of Investment Banking +1 312 364 5475 bgledhill@williamblair.com Mark Brady Global Head of Mergers & Acquisitions +1 312 364 8853 mbrady@williamblair.com Brent Felitto Head of North America Investment Banking +1 312 364 813 bfelitto@williamblair.com Matthew Gooch Head of European Banking +44 2 7868 4478 U.S. voicemail: +1 312 364 5425 mgooch@williamblair.com Industry Groups Business & Commercial Services Consumer & Retail Financial Services Healthcare Industrials Technology Accounts Receivable Management Business Process Outsourcing Consulting Distribution Education Services Energy Services Environmental Services Facility Services Fire & Security Services Government IT Services HR Services Information Services Infrastructure Services Legal Services Marketing and Advertising Services Parking Services Professional Services Quality Assurance Services & Solutions Rental Services Residential Services Route-Based Services Staffing & Search Transportation & Logistics Utility & Industrial Services Apparel Branded Consumer Products Cruise Lines & Resorts Discount Stores Drugstores E-commerce Fitness Clubs Food & Beverage Food Retailing Gaming & Lodging Hard Goods Home Furnishings Leisure Power Sports Private Label Restaurants Specialty Retail Sporting Goods Toys & Games Asset Management Brokerage Commercial Finance Consumer Finance Specialty Insurance & Insurance Services Trust Services Aesthetics and Dermatology Animal Health Biotechnology Contract Research Organizations Dental Products & Services Diagnostic Products & Services Healthcare Distribution Healthcare IT Healthcare Services Imaging Technology & Services IT-Enabled Services Medical Devices Payer IT Services Pharmaceutical Outsourcing Pharmaceuticals Revenue Cycle Management Automotive & Transportation Products Building Products, Technologies & Automation Capital Goods Mfg. Chemicals Contract & Electronics Mfg. Infrastructure Products Environmental Technology & Services Material Handling Metal Processing Paper & Plastics Packaging Process Controls & Technology Pumps, Valves & Filtration Thermal Management Water & Waste Water Application Software Barcode/Auto Identification Computer/Telephony Digital Media E-commerce Infrastructure Electronic Components Electronics Manufacturing Services ERP Software Financial Technology HR Outsourcing IT Services Payroll Services Semiconductor Capital Equipment Software as a Service (SaaS) Telecom Equipment Telecom Services Transaction Processing Global Reach North America South America Europe GCC/India East Asia Chicago (Headquarters) Boston New York San Francisco São Paulo Frankfurt London Tel Aviv Zurich Bahrain Mumbai Hong Kong Seoul Shanghai Tokyo Beijing 36 William Blair Corporate Industry Coverage
Notes Notes 37
Disclosures William Blair is a trade name for William Blair & Company, L.L.C. and William Blair International, Limited. William Blair & Company, L.L.C., is a Delaware company and is regulated by the Securities and Exchange Commission, The Financial Industry Regulatory Authority, and other principal exchanges. William Blair International Limited is authorised and regulated by the Financial Conduct Authority ("FCA") in the United Kingdom. William Blair & Company only offers products and services where it is permitted to do so. Some of these products and services are only offered to persons or institutions situated within the United States and are not offered to persons or institutions outside of the United States. This material has been approved for distribution in the United Kingdom by William Blair International Limited, Regulated by the Financial Conduct Authority (FCA), and is directed only at, and is only made available to, persons falling within COB 3.5 and 3.6 of the FCA Handbook (being Eligible Counterparties and Professional Clients). This Document is not to be distributed or passed on to any Retail Clients. No persons other than persons to whom this document is directed should rely on it or its contents or use it as the basis to make an investment decision. William Blair & Company 222 West Adams Street Chicago, Illinois 666 +1 312 236 16 williamblair.com June 17, 215 38 Disclosures
About William Blair Investment Banking William Blair s investment banking group combines signiicant transaction experience, rich industry knowledge, and deep relationships to deliver successful advisory and inancing solutions to our global base of corporate clients. We serve both publicly traded and privately held companies, executing mergers and acquisitions, growth inancing, inancial restructuring, and general advisory projects. This comprehensive suite of services allows us to be a long-term partner to our clients as they grow and evolve. From 21-214, the investment banking group completed more than 33 merger-andacquisition transactions worth $73 billion in value, involving parties in 36 countries and ive continents, was an underwriter on more than 2% of all U.S. initial public offerings, and raised nearly $1 billion in public and private inancing.