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DEAL DRIVERS AMERICASThe comprehensive review of mergers and acquisitions throughout the Americas.

2016FULL-YEAR EDITION

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DEAL DRIVERS – AMERICAS

03


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SINCE 2003


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14LANGUAGES

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CONTENTS

Foreword 04

Americas Heat Chart 05

All Sectors 06

Financial Services 14

Industrials, Manufacturing & Engineering 18

Energy, Mining, Oil & Gas 22

Consumer 26

Technology, Media & Telecom 30

Life Sciences & Healthcare 34

Canada 38

West 42

Midwest 46

South 50

Mid-Atlantic 54

New England 58

Latin America 62

About Merrill DataSite 66

Merrill DataSite Contacts 68

Notes 69

ABOUT MERGERMARKET

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

Welcome to the full-year edition of Deal Drivers Americas, published by Mergermarket in association with Merrill Corporation.

In this report, we take an in-depth look at M&A data in North America and Latin America, as well as examine key trends that dealmakers expect to see in 2017.

At the start of last year, expectations for M&A activity were mixed. On the one hand, we witnessed an explosion of dealmaking in 2015—overall transaction value reached a record of US$2.05tn in the Americas. However, headwinds stood in the way of new highs in 2016. Volatility in equity and debt markets dampened deal appetites significantly in the first half of the year, and the US election cycle caused many would-be acquirers to delay their plans.

Nonetheless, the year concluded as the second-strongest ever by value, with US$1.63tn in M&A deals across the region. And the top deals of the year reflected many of the macro trends that are shaping tie-up activity in the modern age.

DYNAMIC SECTORSIn the largest deal of the year—and perhaps the boldest as well—AT&T agreed to pay US$105bn for Time Warner. This mega-merger for the ages reflects the rise of digital technology as the most influential force in business. Accordingly, the Technology sector has come to lead the way in terms of M&A value. In 2016, 1,200 deals worth US$371.3bn were done in the technology, media & telecom industry in the Americas, accounting for 24% of all M&A value in the region.

Three of the other top five deals of 2016 all have one trait in common: they were cross-border acquisitions. German chemical and pharmaceutical giant Bayer agreed to pay US$63.4bn for US-based Monsanto; Canadian pipeline company Enbridge bought US midstream firm Spectra Energy for US$41.4bn; and Irish drug maker Shire purchased American rare disease biotech firm Baxalta for US$35.2bn. Cross-border transaction value made up more than 29% of the Americas total for the year, an all-time high.

The two sectors represented most in the top 20 deals of the year also have strong prospects for the coming 12 months: energy, mining, oil & gas (7) and industrials, manufacturing & engineering (4). Both stand to benefit from the Republican-controlled US government, as President Donald Trump has signaled his support for natural resources industries and for infrastructure spending. Indeed, several major energy deals have already been announced in early 2017, including Exxon Mobil’s US$6.6bn purchase of Permian Basin oil & gas company BOPCO.

PRIVATE EQUITY WATCHMega-deals don’t represent the entire picture, however. Middle market targets are becoming increasingly sought-after as well, especially thanks to private equity (PE) dealmaking. Last year saw a record 1,149 PE deals for companies in the Americas, with aggregate value of US$172.4bn. These represent 6% and 8% increases, respectively, over the 2015 totals.

As in the broader market, a significant amount of PE activity is now being driven by demand for technology. The Tech sector was once shunned by private equity as too risky and expensive, but in 2016 it led all industries by both value and volume. Notable transactions included Apollo Global Management’s US$4.1bn buyout of computing services firm Rackspace Hosting and Onex Corporation’s US$3.6bn purchase of information solutions company Clarivate Analytics.

The strength of the PE sector is only set to grow over the coming year. There were close to 3,000 private capital funds raising funds as of January 2017, according to Preqin, targeting more than US$1tn to put to use. Major players have already made several key acquisitions this year, such as Canada Pension Plan Investment Board’s US$720m deal for a 48% stake in software developer GlobalLogic.

REGION IN FLUXThe coming year promises to bring considerable M&A activity in the Americas once again. Yet the political and economic environments across the region remain in flux, lending some uncertainty to the situation.

In the US, the Trump administration has already made waves in the business world by reversing policies of its predecessor and negotiating with companies over their global development plans. Latin America continued to suffer from economic contraction in 2016 but is finally expected to grow by 1.8% in 2017, according to the World Bank.

Perhaps the most stable economy on the American continent is Canada, where M&A activity is steadily rising, especially on the outbound side. However, lower commodity prices have taken their toll, given that natural resource industries account for 17% of the country’s GDP. The government hopes to stimulate growth in part through its plan to spend tens of billions of dollars on infrastructure.

With the new year just underway, there are still more questions than answers surrounding the region’s environment for deals. If the past is any guide, however, activity will remain robust. We hope this report provides you with useful insights regarding the sectors and regions to watch in the months ahead.


04

FOREWORD

Sincerely,

Richard Martin Senior Director


05

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

TMT 213 107 89 70 65 45 42 631

Energy, Mining, Oil & Gas 89 85 26 54 24 57 10 345

Consumer 70 67 55 62 59 9 18 340

Life Sciences & Healthcare 60 60 63 18 70 22 35 328

Industrials, Manufacturing & Engineering 54 78 37 50 67 19 17 322

Business Services 71 76 48 36 34 19 22 306

Financial Services 34 50 44 26 20 13 13 200

Leisure 19 19 20 10 3 5 76

Transportation 9 18 7 20 5 6 3 68

Real Estate 7 13 9 5 7 1 42

Construction 6 10 4 9 4 33

Defense 6 7 3 1 1 2 20

Agriculture 3 3 6 3 3 18

Government 1 1 1 3

TOTAL 641 594 406 367 362 195 167 2732

AMERICAS HEAT CHART

AMERICAS HEAT CHART – INTELLIGENCE

Hot Warm Cold

80 50 20

70 40 10

60 30 1

The intelligence Heat Chart is based on ‘companies for sale’ tracked by Mergermarket in the Americas between 07/01/2016 and 12/31/2016. Opportunities are captured according to the dominant geography and sector of the potential target company. For definition of states within regions, see page 69 – Note to Heat Chart.

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

Our forward-looking “companies for sale” heat chart for H2 2016 indicates that the West, South, and Mid-Atlantic regions will see the most M&A activity in the coming months. The chart also shows that companies in the technology, media & telecom (TMT) sector are currently more sought-after than firms in any other industry.

There were a total of 2,732 stories written by Mergermarket’s proprietary intelligence service related to companies for sale in the Americas in H2 2016. This represents a 15% decline from the total in the first half of the year, an indication that overall deal activity will decline in H1 2017.

The leading sector-region combination for stories was TMT companies in the West with 213. Many of the targets referenced in these stories hail from the Silicon Valley, which continues to

produce technology firms popular among strategic and private equity buyers alike. In the South—a region that includes the vast states of Texas and Florida in our classification—the TMT and energy, mining, oil & gas sectors led the way in terms of stories with 107 and 85, respectively.

One of the largest declines in story volume from H1 2016 could be seen in the life sciences & healthcare sector. The total for all regions went down from 482 stories in H1 to 328 in H2. The only sectors to see increases in H2 were TMT (631 in H2 compared to 611 in H1) and financial services (200 in H2 compared to 189 in H1).

ALL SECTORSOVERVIEW

DEAL DRIVERS – AMERICAS - ALL SECTORS

06

After the frenetic build up to a presidential election that dramatically belied expectations, North American M&A activity dwindled to its lowest December in five years.

The euphoria sparked by AT&T’s US$105bn bid for Time Warner a few weeks before Hillary Clinton was widely forecast to win, was followed by an anticlimax with just US$72.3bn worth of deals, less than half the amount recorded a year earlier, according to Mergermarket data.

Still, underlying market conditions point to sustained activity in 2017, on the back of historically cheap financing, abundant cash and an anticipated loosening of regulations under President Donald Trump’s administration that should augur well for domestic US activity in particular, dealmakers say.

“There’s a perfect storm of basic market fundamentals that are peaking,” says Hiter Harris of Harris Williams.

Both corporate and private equity acquirers will need to turn to M&A in 2017 to boost growth or attract new investors, adds Daniel Wolf of Kirkland & Ellis. “There’s a fundamental lack of organic growth in the US and around the world,” he says. “To move the needle, you have to do deals.”

Sectors likely to see activity include energy, which has recovered after two years in the doldrums, as well as healthcare, driven by the need for drug makers to restock pipelines, and technology.

Harris said he expects mid-market activity to be robust across the board, citing logistics, transportation, aerospace and defense, building products and consumer products among the areas to watch.

Shifting landscape While the rationale for M&A remains strong, the landscape has shifted amid the political changes on both sides of the Atlantic.

Though uncertainty over Donald Trump’s policies is seen as something of a wild card,

merger review policy under his administration is expected to be looser than under Obama, which could be a catalyst for more risky deals being attempted, dealmakers say.

“There’s the potential for the type of reform that came to the fore in the transition between Carter and Reagan,” says Bilal Sayyed of McDermott, Will & Emery, who expects the "regulatory burden on companies’ abilities to grow aggressively” to be lifted, depending on Trump’s appointments to the Federal Trade Commission.

If this plays out, companies may re-attempt deals seen as anti-competitive in the past. There has been a revival of speculation, for instance, of a merger between wireless carriers T-Mobile and Sprint.

On 24 January, Commissioner Maureen Ohlhausen, the new head of the Federal Trade Commission said there would be a major overhaul of antitrust policy under the new Trump administration, featuring more “regulatory humility,” as reported by Mergermarket.

Meanwhile, the prospect of US companies being given tax incentives to repatriate offshore cash is another potential regulatory trigger for deal activity. Companies such as Cisco and AbbVie have said they could use any repatriated cash to make acquisitions, as reported by Mergermarket. Investors are wondering how Apple would deploy its US$230bn in offshore cash if the tax reform goes ahead. Still, any changes are likely to take time to enact, argues Kirkland & Ellis’ Wolf.

Soaring stock valuations, meanwhile, will give those companies benefiting from premium valuations more currency to acquire those that aren’t. Accordingly, dealmakers say they expect a trend toward more mixed consideration deals.

Over the last three months, there have been 32 blended tender offers worth a total of US$209.7bn, according to Mergermarket data. For all of 2016 there were 86 mixed consideration deals worth a total of US$379.2bn compared to 97 deals worth US$595.7bn in 2015.

Higher public market valuations also mean private equity firms are probably less likely to look to take listed companies private this year, especially as many companies are already following a private equity-style playbook under pressure from shareholder activists, Wolfe says.

In 2016 there were 33 such buyouts worth a total of US$55.3bn.

Inbound black box Surging inbound deal value was a major driver of activity in 2016, with a record US$450.5bn worth of deals. Yet, against the background of increased regulatory scrutiny, these levels will be difficult to sustain.

Rampant Chinese outbound dealmaking, which more than doubled year-on-year to reach US$206.1bn in total, was one of the stories of 2016.

Since then, the political climate on both sides of the Atlantic has taken a protectionist turn, while increasing scrutiny of Chinese outbound deals under the auspices of currency control are likely to put a further dampener on activity.

Still, Chinese inbound M&A into the US remains less than a single percentage point of total deal value in 2016, according to Mergermarket data, though Chinese investors are often a catalyst for M&A as they put companies in play, one advisor said.

Last year the number one investor into the US was Canada, with Canadian companies shelling out US$110.6bn for companies south of the border, predominantly for power and utilities assets. This trend could be short-lived, however, since the value of the Canadian dollar against the US dollar has since plunged to around US$0.75.

by Tom Cane


07

ALL SECTORSTOP 20 ANNOUNCED DEALS FOR YEAR ENDING 31 DECEMBER 2016 (ANY NORTH AMERICA INVOLVEMENT)

Announced Date

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

22-Oct-16 P AT&T Inc Time Warner Inc TMT 105,045

14-Sep-16 P Bayer AG Monsanto Company Industrials, Manufacturing & Engineering

63,403

21-Nov-16 P Sunoco Logistics Partners LP Energy Transfer Partners LP Energy, Mining, Oil & Gas 51,423

06-Sep-16 P Enbridge Inc Spectra Energy Corp Energy, Mining, Oil & Gas 41,446

11-Jan-16 C Shire Plc Baxalta Inc Life Sciences & Healthcare 35,219

31-Oct-16 P CenturyLink Inc Level 3 Communications Inc TMT 34,469

31-Oct-16 P Baker Hughes, a GE Company Baker Hughes Incorporated Energy, Mining, Oil & Gas 31,680

28-Apr-16 C Abbott Laboratories St. Jude Medical Inc Life Sciences & Healthcare 29,850

13-Jun-16 C Microsoft Corporation LinkedIn Corporation Business Services 25,514

29-Jul-16 P NextEra Energy Inc Energy Future Holdings Corporation Energy, Mining, Oil & Gas Kohlberg Kravis Roberts & Co LP; TPG Capital LP; and GS Capital Partners

18,400

12-Sep-16 P Potash Corporation of Saskatchewan Inc Agrium Inc Industrials, Manufacturing & Engineering

18,353

01-Jun-16 C Danaher Corporation (Shareholders) Fortive Corporation Industrials, Manufacturing & Engineering

Danaher Corporation 14,807

22-Aug-16 C Pfizer Inc Medivation Inc Life Sciences & Healthcare 13,199

26-Jul-16 P Analog Devices Inc Linear Technology Corporation TMT 12,995

03-May-16 C Quintiles IMS Holdings Inc IMS Health Holdings Inc Business Services 12,912

16-Feb-16 C Apollo Global Management LLC The ADT Corporation Industrials, Manufacturing & Engineering

12,269

31-May-16 P Great Plains Energy Inc Westar Energy Inc Energy, Mining, Oil & Gas 12,117

07-Jul-16 P Danone SA The WhiteWave Foods Company Consumer 12,056

17-Mar-16 C TransCanada Corporation Columbia Pipeline Group Inc Energy, Mining, Oil & Gas 12,040

09-Feb-16 C Fortis Inc ITC Holdings Corporation Energy, Mining, Oil & Gas 11,305

C= Completed; P= Pending; L= Lapsed


08

0.6%

14.9%

5.3%

7.8%

6.2%

23.3%

24.1%

1.5%

11.6%

0.7%3.5%

0.5%

ALL SECTORSMIX OF GLOBAL M&A DEALS BY GEOGRAPHIC REGION

VALUE VOLUME

USA

Canada

Western Europe

Northern Europe

Central & Eastern Europe

Southern Europe

Asia-Pacific

Rest of World

39.3%

3.5%

1.4%1.4%

2.0%

23.1%

3.4%

25.9%

29.3%

22.3%

3.7%

4.9%

3.5%

6.0%

24.3%

6.0%

MIX OF NORTH AMERICAN DEALS BY INDUSTRY SECTOR

VALUE VOLUME

0.4%

16.2%

8.8%

14.8%

10.0%10.5%

21.1%

2.6%

1.5%

10.0%

3.0%0.9% 0.2%

Industrials, Manufacturing & Engineering

Financial Services

Business Services

Consumer

Energy, Mining, Oil & Gas

TMT

Leisure

Transportation

Life Sciences & Healthcare

Construction

Real Estate

Defense

Agriculture

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

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


09

0

25

50

75

100

125

150

175

200

225

250

275

300

325

Q4Q3Q2Q1Q4Q3Q2Q1Q4Q3Q2Q1Q4Q3Q2Q1Q4Q3Q2Q1Q4Q3Q2Q1Q4Q3Q2Q1

2010 2011 2012 2013 2014 2015 2016

ALL SECTORSNORTH AMERICAN BUYOUTS NORTH AMERICAN EXITS

0

20,000

40,000

60,000

80,000

100,000

120,000

140,000

160,000

180,000

20162015201420132012201120100

100

200

300

400

500

600

700

800

900

1,000

1,100

0

25,000

50,000

75,000

100,000

125,000

150,000

175,000

200,000

225,000

250,000

275,000

300,000

20162015201420132012201120100

100

200

300

400

500

600

700

800

900

1,000

1,100

1,200

Valu

e (U

S$m

)

Volume

Valu

e (U

S$m

)

Volume

VolumeValue (US$m)

TRANSATLANTIC DEALS

Year Ended

VALUE VOLUME

0

10,000

20,000

30,000

40,000

50,000

60,000

70,000

80,000

90,000

100,000

110,000

120,000

130,000

140,000


2010 2011 2012 2013 2014 2015 2016

Valu

e (U

S$m

)

Volu

me

European bidder acq North

America target

North America bidder acq

European target

Total Euro/North American deals

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

Based on dominant location of target and bidder and excludes all buyouts.

Year Ended Year Ended

Year Ended


10

ALL SECTORSNORTH AMERICAN M&A SPLIT BY DEAL SIZE

VALUE VOLUME

0

200

400

600

800

1,000

1,200

1,400

1,600

1,800

2,000

2,200

2016201520142013201220112010

299.2

771.6

269.6

97.0107.1

1,243.7

242.7

277.6

85.7128.5

644.6

265.7

309.0

104.6152.0

394.9

158.4

237.5

73.0113.0

315.2

207.8

269.2

81.5111.5

341.2

192.2

191.9

84.1114.4

256.2

143.8

224.5

80.1106.9

0

500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

4,500

5,000

5,500

6,000

2016201520142013201220112010

1,672

266272

3,371

49282

2,158

3,133

312

2,389

2,864

243205

1,853

2,243

274232

1,841

2,240

210236

1,817

2,000

235222

1,737

1,978

2445

2960

2566

2750

5086

7278

295 23694

Valu

e (U

S$bn

)

Volu

me

>$5,001m

$501m - $2,000m

$5m - $250m

$2,001m - $5,000m

$251m - $500m

>$5,001m

$501m - $2,000m

$5m - $250m

$2,001m - $5,000m

$251m - $500m

Value not disclosed

NORTH AMERICAN QUARTERLY M&A ACTIVITY

VALUE VOLUME

0

50,000

100,000

150,000

200,000

250,000

300,000

350,000

400,000

450,000

500,000

550,000

600,000


2010 2011 2012 2013 2014 2015 2016

Valu

e (U

S$m

)

Volu

me

Quarter EndedQuarter EndedMoving average trend line

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

0

200

400

600

800

1,000

1,200

1,400

1,600


2010 2011 2012 2013 2014 2015 2016


11

ALL SECTORSFINANCIAL ADVISORS

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

LEGAL ADVISORS


2016 2015 Company Name Value (M) USD

Number of Deals

1 3 Morgan Stanley 647,463 165

2 1 Goldman Sachs 643,659 197

3 5 Bank of America Merrill Lynch 554,884 145

4 4 Citi 482,102 125

5 2 JPMorgan 474,542 198

6 7 Barclays 449,526 145

7 6 Credit Suisse 330,103 128

8 11 Evercore Partners 303,914 129

9 12 Deutsche Bank 195,260 80

10 9 Centerview Partners 190,556 36

11 15 RBC Capital Markets 177,855 127

12 8 Lazard 163,301 114

13 16 Allen & Company 146,379 10

14 18 Rothschild 133,281 102

15 31 Perella Weinberg Partners 116,997 17

16 10 UBS Investment Bank 115,491 77

17 30 Qatalyst Group 105,094 16

18 14 Guggenheim Partners 93,823 32

19 26 Wells Fargo Securities 88,345 65

20 22 Jefferies 84,065 130


Number of Deals

1 2 JPMorgan 474,542 1982 1 Goldman Sachs 643,659 1973 3 Morgan Stanley 647,463 1654 5 Houlihan Lokey 27,036 1545 4 Bank of America Merrill Lynch 554,884 1456 7 Barclays 449,526 1457 11 Jefferies 84,065 1308 13 Evercore Partners 303,914 1299 8 Credit Suisse 330,103 128

10 16 RBC Capital Markets 177,855 12711 6 Citi 482,102 12512 9 Lazard 163,301 11413 22 Rothschild 133,281 10214 17 Moelis & Company 48,983 9415 20 Stifel/KBW 17,749 9216 14 Raymond James & Associates 8,668 8817 23 Deloitte 7,320 8818 26 Robert W. Baird & Co 12,177 8119 10 Deutsche Bank 195,260 8020 25 UBS Investment Bank 115,491 77


Number of Deals

1 9 Sullivan & Cromwell 542,994 119

2 5 White & Case 510,858 156

3 2 Cravath, Swaine & Moore 392,523 63

4 4 Wachtell, Lipton, Rosen & Katz 379,587 75

5 1 Skadden Arps Slate Meagher & Flom 369,564 181

6 11 Davis Polk & Wardwell 362,586 125

7 6 Weil Gotshal & Manges 335,505 191

8 19 Jones Day 288,038 285

9 22 Shearman & Sterling 278,985 101

10 20 Paul Weiss Rifkind Wharton & Garrison 276,157 139

11 3 Latham & Watkins 251,228 284

12 10 Simpson Thacher & Bartlett 249,230 126

13 13 Kirkland & Ellis 241,090 386

14 7 Cleary Gottlieb Steen & Hamilton 202,561 72

15 46 Allen & Overy 187,098 71

16 65 Herbert Smith Freehills 155,188 44

17 28 Freshfields Bruckhaus Deringer 147,070 100

18 17 Stikeman Elliott 146,383 124

19 12 Gibson Dunn & Crutcher 141,420 112

20 41 Wilson Sonsini Goodrich & Rosati 128,549 104


Number of Deals

1 1 Kirkland & Ellis 241,090 3862 2 Jones Day 288,038 2853 4 Latham & Watkins 251,228 2844 3 DLA Piper 100,478 2645 8 Weil Gotshal & Manges 335,505 1916 5 Skadden Arps Slate Meagher & Flom 369,564 1817 10 Morgan Lewis & Bockius 42,365 1668 7 White & Case 510,858 1569 16 Paul Weiss Rifkind Wharton & Garrison 276,157 139

10 22 Ropes & Gray 101,351 13211 18 Sidley Austin 69,016 13212 15 Simpson Thacher & Bartlett 249,230 12613 19 Davis Polk & Wardwell 362,586 12514 6 Stikeman Elliott 146,383 12415 9 Goodwin Procter 30,738 12216 26 O'Melveny & Myers 80,415 12017 33 Blake, Cassels & Graydon 74,051 12018 14 Sullivan & Cromwell 542,994 11919 13 Hogan Lovells International 51,410 11920 17 Cooley 45,919 118

The financial advisor league tables by value and volume have been run from 01/01/2016 to the 12/31/2016, excluding lapsed and withdrawn deals. The tables are based on advice to a North American (US and Canada) bidder, target or vendor and cover all sectors.

The legal advisor league tables by value and volume have been run from 01/01/2016 to the 12/31/2016, including lapsed and withdrawn deals. The tables are based on advice to a North American (US and Canada) bidder, target or vendor and cover all sectors.


12

ALL SECTORSFINANCIAL ADVISORS – MID-MARKET (US$10M-US$250M)

LEGAL ADVISORS – MID-MARKET (US$10M-US$250M)




Number of Deals

1 2 JPMorgan 4,817 31

2 6 Houlihan Lokey 4,533 40

3 5 Stifel/KBW 4,218 52


5 3 Raymond James & Associates 3,451 37


7 7 Sandler O'Neill & Partners 3,413 40


9 20 Robert W. Baird & Co 2,966 24

10 18 Lazard 2,947 19

11 14 Piper Jaffray & Co 2,919 31


13 13 Jefferies 2,779 20

14 23 Citi 2,339 16

15 21 Barclays 2,188 17

16 9 Moelis & Company 2,184 17

17 15 KPMG 2,089 28

18 17 Rothschild 1,977 21

19 10 William Blair & Company 1,761 14



Number of Deals

1 1 Stifel/KBW 4,218 522 4 Houlihan Lokey 4,533 403 2 Sandler O'Neill & Partners 3,413 404 3 Raymond James & Associates 3,451 375 10 JPMorgan 4,817 316 15 Piper Jaffray & Co 2,919 317 12 RBC Capital Markets 3,766 308 5 KPMG 2,089 289 22 Robert W. Baird & Co 2,966 24

10 19 Evercore Partners 3,422 2211 11 Goldman Sachs 3,317 2212 8 Morgan Stanley 2,851 2113 16 Rothschild 1,977 2114 9 Jefferies 2,779 2015 18 Lazard 2,947 1916 7 Deloitte 1,330 1917 25 Barclays 2,188 1718 13 Moelis & Company 2,184 1719 33 Canaccord Genuity 1,474 1720 6 PwC 1,163 17


Number of Deals

1 2 Kirkland & Ellis 6,824 56

2 1 Latham & Watkins 6,624 71

3 4 DLA Piper 6,387 83

4 3 Jones Day 4,985 62

5 8 Goodwin Procter 4,504 47


7 20 Norton Rose Fulbright 4,185 57


9 10 Morgan Lewis & Bockius 3,818 52


11 17 Ropes & Gray 3,277 28



14 9 White & Case 3,042 28

15 5 Cooley 3,025 40

16 16 Blake, Cassels & Graydon 2,763 38



19 28 Vinson & Elkins 2,601 24



Number of Deals

1 1 DLA Piper 6,387 832 3 Latham & Watkins 6,624 713 2 Jones Day 4,985 624 6 Norton Rose Fulbright 4,185 575 8 Kirkland & Ellis 6,824 566 9 Morgan Lewis & Bockius 3,818 527 4 Goodwin Procter 4,504 478 5 Stikeman Elliott 3,186 409 7 Cooley 3,025 40

10 15 Blake, Cassels & Graydon 2,763 3811 14 McCarthy Tetrault 2,081 3712 11 Skadden Arps Slate Meagher & Flom 4,298 3613 34 Weil Gotshal & Manges 4,141 3614 12 Wilson Sonsini Goodrich & Rosati 2,591 3515 16 O'Melveny & Myers 1,473 3216 38 Gibson Dunn & Crutcher 3,475 3117 10 Baker & McKenzie 2,210 3118 28 Ropes & Gray 3,277 2819 18 White & Case 3,042 2820 268 Orrick Herrington & Sutcliffe 2,260 28

The legal advisor mid-cap league tables by value and volume have been run from 01/01/2016 to the 12/31/2016, excluding lapsed and withdrawn deals. The tables are based on advice to a North American (US and Canada) bidder, target or vendor and cover all sectors.

The legal advisor mid-cap league tables by value and volume have been run from 01/01/2016 to the 12/31/2016, including lapsed and withdrawn deals. The tables are based on advice to a North American (US and Canada) bidder, target or vendor and cover all sectors.


13

ALL SECTORSPR ADVISORS

PR ADVISORS – MID-MARKET (US$10M-US$250M)




Number of Deals

1 1 Joele Frank Wilkinson Brimmer Katcher 467,579 168

2 4 Sard Verbinnen & Co 397,635 178

3 2 Brunswick Group 336,423 93

4 9 FTI Consulting 158,109 76

5 21 CNC (Publicis/MSLGROUP) 111,684 13

6 6 Finsbury 105,051 33

7 5 Abernathy MacGregor Group (AMO) 96,343 82

8 3 Kekst (Publicis/MSLGROUP) 90,138 107

9 16 Hering Schuppener (Finsbury) 79,236 12

10 77 Hirzel.Neef.Schmid.Counselors (AMO) 63,403 1

11 10 Weber Shandwick Worldwide 60,813 19

12 18 ICR (Integrated Corporate Relations) 43,182 62

13 14 Owen Blicksilver Public Relations 34,322 62

14 7 Edelman 28,030 51

15 138 Sloane & Company 23,410 23

16 12 Prosek Partners 15,933 34

17 47 Powerscourt 12,658 15

18 23 Maitland (AMO) 11,635 24

19 11 Greenbrook Communications 11,042 18

20 19 Citigate 8,092 16


Number of Deals

1 2 Sard Verbinnen & Co 397,635 1782 1 Joele Frank Wilkinson Brimmer Katcher 467,579 1683 4 Kekst (Publicis/MSLGROUP) 90,138 1074 3 Brunswick Group 336,423 935 7 Abernathy MacGregor Group (AMO) 96,343 826 5 FTI Consulting 158,109 767 10 ICR (Integrated Corporate Relations) 43,182 628 8 Owen Blicksilver Public Relations 34,322 629 6 Edelman 28,030 51

10 14 Chris Tofalli Public Relations 6,600 4111 11 Prosek Partners 15,933 3412 9 Finsbury 105,051 3313 20 Maitland (AMO) 11,635 2414 38 Sloane & Company 23,410 2315 12 BackBay Communications 272 2316 13 Weber Shandwick Worldwide 60,813 1917 19 Greenbrook Communications 11,042 1818 16 Tulchan Communications 5,298 1719 15 Citigate 8,092 1620 70 Powerscourt 12,658 15


Number of Deals

1 1 Joele Frank Wilkinson Brimmer Katcher 2,970 25

2 3 Sard Verbinnen & Co 2,903 24

3 4 FTI Consulting 2,385 25

4 6 ICR (Integrated Corporate Relations) 2,377 25

5 2 Brunswick Group 1,456 15

6 7 Edelman 1,385 14

7 5 Kekst (Publicis/MSLGROUP) 1,070 13

8 9 Owen Blicksilver Public Relations 864 11

9 10 Finsbury 774 5

10 48 Sloane & Company 770 5

11 80 Maitland (AMO) 613 8

12 8 Citigate 600 6

13 18 Abernathy MacGregor Group (AMO) 503 7

14 51 Kei Advisors 492 5

15 22 Tulchan Communications 483 7

16 176 Powerscourt 412 4

17 16 The Equity Group 407 5

18 52 Dennard-Lascar Associates 395 5

19 70 MSL India (Publicis/MSLGROUP) 353 3

20 17 Westwicke Partners 352 6


Number of Deals

1 1 Joele Frank Wilkinson Brimmer Katcher 2,970 252 3 FTI Consulting 2,385 253 4 ICR (Integrated Corporate Relations) 2,377 254 5 Sard Verbinnen & Co 2,903 245 2 Brunswick Group 1,456 156 6 Edelman 1,385 147 8 Kekst (Publicis/MSLGROUP) 1,070 138 11 Owen Blicksilver Public Relations 864 119 25 Lippert/Heilshorn & Associates 319 10

10 58 Maitland (AMO) 613 811 12 Abernathy MacGregor Group (AMO) 503 712 20 Tulchan Communications 483 713 21 Instinctif Partners 229 714 9 Citigate 600 615 19 Westwicke Partners 352 616 7 NATIONAL Equicom 181 617 22 Darrow Associates 171 618 10 Finsbury 774 519 53 Sloane & Company 770 520 55 Kei Advisors 492 5

The PR advisor league tables by value and volume have been run from 01/01/2016 to the 12/31/2016, excluding lapsed and withdrawn deals. The tables are based on advice to a North American (US and Canada) bidder, target or vendor and cover all sectors.

The PR advisor mid-cap league tables by value and volume have been run from 01/01/2016 to the 12/31/2016, excluding lapsed and withdrawn deals. The tables are based on advice to a North American (US and Canada) bidder, target or vendor and cover all sectors.

DEAL DRIVERS – AMERICAS - FINANCIAL SERVICES

14

FINANCIAL SERVICES

Financial services M&A should see a modest uptick in 2017 as stock market gains, continued consolidation pressures and hopes for regulatory relief give both buyers and sellers more confidence to pursue deals, sector advisors said.

Bank M&A deals dipped significantly in 2016 over the prior year as low interest rates hurt margins as well as share prices. There were just 503 announced deals in financial services with a total value of US$82bn in 2016, compared to 579 deals with a total value of US$253.1bn in 2015, according to Mergermarket data. With bank stocks up 25% since the presidential election, banks that were debating a sale could now be lured to the table.

“With the buyers’ improved ability to pay, sellers will have multiple alternatives and with competition comes better offers,” said Emmett Daly, principal at Sandler O’Neill + Partners.

The key to whether M&A gets a significant boost in 2017 will be the sustainability of the rally, Daly said. “If the market starts softening as Trump confronts the reality of getting legislation passed, then deal activity will wane,” he said.

Daly said he doesn’t see a lot of very large bank mergers on the horizon unless some of the regulatory levels set by the Dodd-Frank law are revised. Currently, banks face additional fees and testing at US$10bn in assets, and are classified as “systemically important financial institutions” (SIFIs) if they surpass US$50bn, which subjects them to stress tests by the Federal Reserve.

“We are going to see a continued steady stream of consolidation where targets are largely in the US$5bn asset size and lower,” said Richard Schaberg, head of the US Financial Institutions practice at Hogan Lovells. “They are the ones with the outsize compliance costs relative to earnings assets. That is going to continue.”

Regulators' concerns about commercial real estate (CRE) concentration are also driving both M&A and capital raising, Schaberg said.

Many banks are raising equity to stay within regulatory guidelines on CRE concentrations, while a few have also decided to sell because those concentration concerns are a constraint to future growth, Schaberg said.

Another factor that will drive deals is rising loan-to-deposit ratios. “There is a growing need for funding and liquidity,” Daly said. “We were hard pressed to sell deposits three to four years ago, at any reasonable premium. Today loan/deposit ratios are at or near capacity, and as such, the demand for deposits is growing dramatically.”

In the property/casualty insurance market, M&A will be driven by companies’ desire to grow the top line as pricing, particularly for reinsurance, continues to decline, said Joseph Milicia, Willis Towers Watson’s P&C M&A practice Leader for the Americas.

“Investors continue to demand growth and available capital has grown with limited options for deployment,” he said. “Organic growth has been difficult to achieve and is even more difficult to achieve profitably.”

Other pressures such as P&C insurance capitalization, profitability and expense issues will continue to drive industry consolidation and deal activity, he added. “Very large deal activity—as we saw in 2016—is often few and far between, but given the market, we should expect to see both large and small deals over the next six months.”

Milicia said he expects potential Japanese acquirers to remain focused on integration in the short term after their “significant” investment in the past 24 months. Those buyers will eventually use their recent US acquisitions as a “springboard” for future acquisitions, he added.

For Chinese P&C insurers, activity is likely to remain slow, driven at least in part by the greater scrutiny of non-insurance Asian capital. “I would expect [Chinese] P&C activity to continue to be slower than life activity and to be carried out by more sophisticated insurance entities,” Milicia said.

For insurance brokerages, M&A activity should be robust following a strong 2016 where the number of deals came in only slightly below 2015’s record levels, said Timothy Cunningham, managing director of Optis Partners, a Chicago-based insurance-focused firm. Some of the factors driving M&A, he said, will be well-capitalized private equity, a highly fragmented industry with more than 35,000 independent firms and a lot of Baby Boomer owners approaching retirement.

Cunningham added that there could be some pullback in valuations, which will still be high given the “frothy” environment. He said he does not expect new technology and online brokerages to affect interest in M&A either way, but said it could negatively affect valuations for some smaller brokers that are focused on commodity businesses like personal or auto.

Financial technology M&A should be relatively strong in the start of the year based on his firm’s own backlog and marketplace developments, said Brendan Ryan, co-head of fintech banking for Raymond James.

“The public equities market is robust. Valuation multiples in the public markets are relatively high. There’s a ton of available cash,” he said. “In addition, the credit markets are fairly robust. Leverage multiples are strong, which enables private equity firms to be clearly competitive for assets that are being sold.”

He expects much of the near-term activity to be focused on more vertically integrated payments solutions as well as products for wealth management. The latter includes robo-advisors but also any technology used by large brokerage firms or independent RIAs.

by Karen Padley and Kevin Nafziger


15

FINANCIAL SERVICESTOP 15 ANNOUNCED DEALS FOR YEAR ENDING 31 DECEMBER 2016(ANY NORTH AMERICA INVOLVEMENT)

Announced Date

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

06-Oct-16 P Avolon Holdings Limited CIT Commercial Air unit CIT Group Inc 10,027

24-Oct-16 P TD Ameritrade Holding Corp Scottrade Financial Services Inc 4,000

03-Oct-16 P Henderson Group Plc Janus Capital Group Inc 3,781

29-Jun-16 P Canadian Imperial Bank of Commerce PrivateBancorp Inc 3,728

26-Sep-16 P CBOE Holdings Inc BATS Global Markets Inc 3,706

23-May-16 C Ares Capital Corporation American Capital Ltd 3,696

15-Aug-16 C Arch Capital Group Ltd United Guaranty Corporation American International Group Inc 3,425

26-Jan-16 C Huntington Bancshares Inc FirstMerit Corporation 3,338

21-Oct-16 C ABRY Partners LLC; and GSO Capital Partners LP Acrisure LLC Genstar Capital LLC 2,900

19-Dec-16 P Sumitomo Mitsui Banking Corporation American Railcar Leasing LLC Icahn Enterprises LP 2,778

23-Oct-16 P China Oceanwide Holdings Group Co Ltd Genworth Financial Inc 2,706

08-Aug-16 P Teachers Insurance and Annuity Association of America-College Retirement Equities Fund

EverBank Financial Corp 2,444

16-Aug-16 P Cintas Corporation G&K Services Inc 2,137

21-Jul-16 P FNB Corporation (PA) Yadkin Financial Corporation 1,468

09-Mar-16 C Nasdaq Inc International Securities Exchange Holdings Inc Deutsche Boerse AG 1,100



16

FINANCIAL SERVICESM&A SPLIT BY DEAL SIZE

VALUE VOLUME

0

20

40

60

80

100

120

140

160

180

200

220

240

260

2016201520142013201220112010

186.2

10.511.111.7

10.0

38.6

19.6

185.9

26.2

14.8

18.4

18.9

12.2

16.7

26.4

12.915.8

11.8

15.9

26.2

28.7

11.2

9.0

28.6

13.2

75.3

9.914.4

9.9 9.75.7 4.8 6.5 7.4 6.66.8

0

50

100

150

200

250

300

350

400

450

500

550

600

2016201520142013201220112010

31

261

186

251

275

2021

252

209

19

202

181

26

176

194

160

228

139

19

268

413

1 2 1

10

167

1

3

14

8

320

1416

9135

41212

>$5,001m

$501m - $2,000m

$5m - $250m

$2,001m - $5,000m

$251m - $500m

>$5,001m

$501m - $2,000m

$5m - $250m

$2,001m - $5,000m

$251m - $500m

Value not disclosed

QUARTERLY M&A ACTIVITY

0

10,000

20,000

30,000

40,000

50,000

60,000

70,000

80,000

90,000

100,000

110,000


2010 2011 2012 2013 2014 2015 2016

0

20

40

60

80

100

120

140

160

180


2010 2011 2012 2013 2014 2015 2016

Valu

e (U

S$m

)

Volu

me

Quarter EndedMoving average trend line

VALUE VOLUME

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

Quarter Ended

Valu

e (U

S$bn

)

Volu

me


17

FINANCIAL SERVICESFINANCIAL ADVISORS

LEGAL ADVISORS




Number of Deals

1 3 JPMorgan 30,878 24





6 11 Barclays 15,643 22


8 4 Citi 15,060 14

9= - GF Securities Co 10,027 1

9= - Great Wall Securities Co 10,027 1


12 8 Lazard 6,660 10



15 25 Stifel/KBW 6,089 52


17 - TD Securities 4,800 7

18 89 KPMG 3,985 5


20 - Loeb Partners 3,781 1


Number of Deals

1 1 Sandler O'Neill & Partners 15,475 542 2 Stifel/KBW 6,089 523 5 JPMorgan 30,878 244 14 Barclays 15,643 225 4 Raymond James & Associates 2,286 226 25 Houlihan Lokey 2,241 217 3 Morgan Stanley 17,455 188 6 Goldman Sachs 20,369 179 9 Bank of America Merrill Lynch 28,166 15

10 7 Citi 15,060 1411 13 Credit Suisse 10,003 1212 12 D.A. Davidson & Co 723 1213 19 UBS Investment Bank 22,247 1114 8 RBC Capital Markets 3,592 1115 17 Hovde Financial 452 1116 34 Berkshire Capital Securities 46 1117 28 Lazard 6,660 1018 20 Evercore Partners 5,584 1019 31 Piper Jaffray & Co 1,640 1020 10 FIG Partners 396 10


Number of Deals






6 29 Willkie Farr & Gallagher 17,017 18


8 9 Fried Frank Harris Shriver & Jacobson 16,400 8



11 11 Jones Day 11,113 15

12 - Beijing Dentons Law Offices 10,027 1

13 27 Torys 9,541 8


15 61 Mayer Brown 8,257 6

16 7 Sidley Austin 7,979 13


18 10 Debevoise & Plimpton 6,397 14

19 31 White & Case 5,704 5

20 185 Ropes & Gray 5,224 15


Number of Deals

1 1 Skadden Arps Slate Meagher & Flom 21,106 272 5 Sullivan & Cromwell 32,378 263 2 Wachtell, Lipton, Rosen & Katz 25,272 254 4 Willkie Farr & Gallagher 17,017 185 23 Morgan Lewis & Bockius 4,327 176 10 Simpson Thacher & Bartlett 24,385 167 11 Davis Polk & Wardwell 13,851 158 20 Jones Day 11,113 159 108 Ropes & Gray 5,224 15

10 38 Hogan Lovells International 3,210 1511 3 Debevoise & Plimpton 6,397 1412 46 Blake, Cassels & Graydon 1,645 1413 8 Luse Gorman Pomerenk & Schick 1,596 1414 13 Weil Gotshal & Manges 16,567 1315 16 Shearman & Sterling 15,753 1316 7 Sidley Austin 7,979 1317 6 Kirkland & Ellis 1,329 1318 24 Norton Rose Fulbright 360 1319 27 Paul Weiss Rifkind Wharton & Garrison 2,700 1220 12 Latham & Watkins 1,153 12

The financial advisor league tables by value and volume have been run from 01/01/2016 to the 12/31/2016, excluding lapsed and withdrawn deals. The tables are based on advice to a North American (US and Canada) bidder, target or vendor and cover the Financial Services sector.

The legal advisor league tables by value and volume have been run from 01/01/2016 to the 12/31/2016, including lapsed and withdrawn deals. The tables are based on advice to a North American (US and Canada) bidder, target or vendor and cover the Financial Services sector.

DEAL DRIVERS – AMERICAS - INDUSTRIALS, MANUFACTURING & ENGINEERING

18

INDUSTRIALS, MANUFACTURING & ENGINEERINGA new US president and significant changes around the world will lead to a continuation of heady M&A activity in the industrial segment, several industry experts told Mergermarket.

Shilpi Gupta, a partner in the M&A group of Skadden Arps, said leading up to year-end 2016, there was “a material pause to see how the elections were going to shake out.” This was not just in the US but in Europe and Asia including in South Korea, where the impeachment of President Park Geun-hye all but shut down M&A. “Everyone needs to adjust to the new reality.”

Likewise, it will take time for Great Britain to figure out how to execute on its exit from the European Union. There is also weakness in the pound and euro that could impact activity, Gupta said.

One of the drivers of industrial M&A will be how to repatriate money back to the US. “People are anxiously awaiting tax relief,” under Donald Trump, Gupta said. “That has an impact on where and how you spend your money.”

Asia will continue to be active on the inbound and outbound side. In addition, Gupta predicts a fair amount of activity in Europe by US acquirers.

Whitney Krutulis, director of business development of Sterling Partners, said Trump’s win is generating excitement in the industrial and infrastructure services communities. The hope is that years of red tape will go away, she said, so that investors can execute on projects in a tighter timeframe.

Justin Marku, a vice president of Sterling focused on business and commercial services, agreed, noting that in 2016, construction spending around the oil and petrochemical segments moderated somewhat. An increase in construction spending would be positive for downstream industrial services. One of Sterling’s portfolio companies that stands to benefit is DBI Services, a road construction services firm, he said.

Furthermore, the growth in e-commerce will generate new business models and opportunities in the supply chain and logistics segments, Marku added.

Chemicals/Materials Ben Scharff, managing director of investment bank Grace Matthews, said the hot chemical and materials segments for 2017 include chemical distribution; building products and building materials, and oilfield and water treatment chemicals. Construction spending remains strong and the building products segment will enjoy an increase in infrastructure spending under Trump even if raw material costs go up as oil recovers.

Oilfield and water treatment chemicals will prosper as oil prices rise and investment in equipment increases. Even more, regulatory reform should be favorable to the industry under Trump.

Last year saw a number of megadeals in the chemical and coatings segments, including Nippon Paint acquiring Dunn-Edwards. In addition, big chemical distribution companies that have gone public in recent years are aggressively making acquisitions in value-added distribution.

In addition to regulatory-driven forced divestitures from the pending mega-mergers of ChemChina [CNNCC.UL] and Syngenta [SYNN.S]; Bayer [BAYN.DE] and Monsanto [NYSE: MON] and Dow [NYSE: DOW] and DuPont [NYSE: DD] there will be other divestitures later—probably in mid to late 2018, as the companies rationalize these large transactions, Scharff said.

Automotive/Transportation In the automotive industry, a sector banker said the hottest subsectors will continue to be connectivity and mobility-related. Delphi Automotive [NYSE: DLPH], BorgWarner [NYSE: BWA], Robert Bosch, Continental AG [ETR: CON] and Magna International [TSE: MG] are expected to continue consolidating, potentially within the connectivity sector, he added.

Sterling’s Marku agreed that telematics will drive M&A. Infrastructure spending around

cell towers and fiber networks and bandwidth could generate investment opportunities in service companies related to those networks.

In tire manufacturing, traditional tire makers will continue diversifying into specialty niche segments such as agricultural and forestry machinery, said Steven Rathbone, a managing director at HT Capital Advisors. Case in point: Japan-based Yokohama Rubber’s [TYO: 5101] nearly US$1.2bn acquisition in early 2016 of Alliance Tire Group.

Trump’s promise to boost infrastructure spending should benefit flatbed and heavy hauling groups, said one sector banker. While giants like Swift Transportation [NYSE: SWFT] and Werner Enterprises [NASDAQ: WERN] have flatbed capacity, Daseke and Keen Transport, owned by Platinum Equity since 2012, could also grow significantly via M&A, he said. Similarly, any waste treatment groups that offer services related to energy, oil, tunnel, bridge and road projects could see a boom in M&A activity, said another sector banker.

Tunnel Hill Partners, a waste-by-rail group that acquired Connecticut-based City Carting in June, is an example of a fast-growing business that could either merge with a larger group next year or go on an acquisition spree, said a waste sector banker. Solid waste targets will continue to command multiples of 7x to 9x EBITDA, he said.

Aerospace/Defense Manan K. Shah, a managing partner at Focus Investment Banking, said Trump’s presidency is expected to benefit missile defense and Command, Control, Communications, Computers, Intelligence, Surveillance and Reconnaissance (C4ISR) spending. Shah added that cybersecurity will continue to receive attention. He named Lockheed Martin [NYSE: LMT], Northrop Grumman [NYSE: NOC], General Dynamics [NYSE: GD], ManTech International [NASDAQ: MANT] and CSRA [NYSE: CSRA] as some of the larger companies expected to look at acquisitions over the next year.

by Marlene Givant Star and Sam Weisberg, with additional reporting by Richard Tekneci


19

INDUSTRIALS, MANUFACTURING & ENGINEERINGTOP 15 ANNOUNCED DEALS FOR YEAR ENDING 31 DECEMBER 2016(ANY NORTH AMERICA INVOLVEMENT)

Announced Date


14-Sep-16 P Bayer AG Monsanto Company 63,403

12-Sep-16 P Potash Corporation of Saskatchewan Inc Agrium Inc 18,353

01-Jun-16 C Danaher Corporation (Shareholders) Fortive Corporation Danaher Corporation 14,807

16-Feb-16 C Apollo Global Management LLC The ADT Corporation 12,269

20-Mar-16 P The Sherwin Williams Company The Valspar Corporation 10,838

14-Nov-16 P Samsung Electronics Co Ltd Harman International Industries Inc 8,632

19-Jan-16 C Progressive Waste Solutions Ltd Waste Connections Inc 8,053

01-Dec-16 P Parker Hannifin Corporation Clarcor Inc 4,229

02-Aug-16 C Platinum Equity LLC Emerson Network Power Inc Emerson Electric Co 4,000

06-May-16 C Evonik Industries AG Air Products (Performance material division) Air Products and Chemicals Inc 3,800

21-Jul-16 P Komatsu Ltd Joy Global Inc 3,738

10-Jun-16 C Westlake Chemical Corporation Axiall Corporation 3,555

25-Apr-16 C Ardagh Group SA Rexam Plc (Metal beverage can manufacturing assets in US, Europe and Brazil); and Ball Corporation (Metal beverage can manufacturing assets in US, Europe and Brazil)

Rexam Plc; and Ball Corporation 3,420

03-Nov-16 P American Axle & Manufacturing Holdings Inc Metaldyne Performance Group Inc 3,167

06-Jul-16 C Melrose Plc Nortek Inc 2,728



20

INDUSTRIALS, MANUFACTURING & ENGINEERINGM&A SPLIT BY DEAL SIZE

VALUE VOLUME

0

25

50

75

100

125

150

175

200

225

250

2016201520142013201220112010

11.2

136.4

43.0

25.8

13.310.5

38.3

156.2

22.4

15.3

53.5

50.5

14.4

20.2

20.99.7

37.6

17.7

14.2

10.7

34.4

9.3

36.5

17.3

72.8

26.4

12.7

21.3

14.412.0

8.1

27.5

13.5 16.4

6.5

0

100

200

300

400

500

600

700

800

900

1,000

2016201520142013201220112010

622

221

3230

7

3930

553546

40

443

37

488

35

392

30

239

297

286

244

348 298

336

14

2

234

7

21126

67 6

8

257 1

266

5040

>$5,001m

$501m - $2,000m

$5m - $250m

$2,001m - $5,000m

$251m - $500m

>$5,001m

$501m - $2,000m

$5m - $250m

$2,001m - $5,000m

$251m - $500m

Value not disclosed


0

10,000

20,000

30,000

40,000

50,000

60,000

70,000

80,000

90,000

100,000

110,000


2010 2011 2011 2013 2014 2015 2016

0

25

50

75

100

125

150

175

200

225

250

275


2010 2011 2012 2013 2014 2015 2016

aVal

ue (U

S$m

)

Volu

me

Moving average trend line

VALUE VOLUME

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

Quarter EndedQuarter Ended

Valu

e (U

S$bn

)

Volu

me


21

INDUSTRIALS, MANUFACTURING & ENGINEERINGFINANCIAL ADVISORS

LEGAL ADVISORS




Number of Deals






6 10 Barclays 69,835 25

7 - Ducera Partners 63,403 1

8 8 Citi 62,397 21

9 9 JPMorgan 60,989 27


11 3 Lazard 36,501 23



14 - CIBC World Markets 19,024 2


16 39 BMO Capital Markets 11,593 6

17 11 Greenhill & Co 11,247 6


19 55 Stifel/KBW 8,358 7



Number of Deals

1 1 Houlihan Lokey 5,009 322 11 Rothschild 78,849 293 4 Goldman Sachs 89,614 284 5 JPMorgan 60,989 275 12 Barclays 69,835 256 8 Robert W. Baird & Co 4,936 247 9 PwC 569 248 3 Lazard 36,501 239 2 Lincoln International 1,238 23

10 6 Morgan Stanley 137,523 2211 7 Bank of America Merrill Lynch 130,361 2112 18 Citi 62,397 2113 38 Global M&A Partners 503 2114 16 Moelis & Company 7,273 2015 10 KPMG 1,628 2016 19 Jefferies 4,910 1617 17 Oaklins 144 1518 13 Credit Suisse 73,829 1419 15 Deloitte 1,341 1420 14 Deutsche Bank 40,390 11


Number of Deals






6 58 Allen & Overy 85,684 14



9 284 Luthra & Luthra Law Offices 67,653 3

10 63 Clifford Chance 66,911 11

11 55 Morrison & Foerster 66,166 10

12 28 Linklaters 64,618 12

13 147 WilmerHale 64,559 3

14 - Franceschini e Miranda Advogados 63,403 1



17 22 Jones Day 46,833 75

18 70 Davies Ward Phillips & Vineberg 41,312 11




Number of Deals

1 2 Jones Day 46,833 752 1 Kirkland & Ellis 15,789 543 4 DLA Piper 23,824 464 3 Latham & Watkins 41,058 405 9 Weil Gotshal & Manges 32,467 286 18 Paul Weiss Rifkind Wharton & Garrison 98,484 237 5 Baker & McKenzie 14,887 238 13 White & Case 6,777 239 6 Stikeman Elliott 113,936 22

10 8 Skadden Arps Slate Meagher & Flom 56,723 2211 52 Norton Rose Fulbright 19,912 2212 21 McDermott Will & Emery 5,336 2113 16 Shearman & Sterling 111,482 1914 41 Simpson Thacher & Bartlett 56,046 1915 12 Paul Hastings 11,689 1916 28 Freshfields Bruckhaus Deringer 15,586 1817 25 Honigman Miller Schwartz & Cohn 1,358 1818 17 Davis Polk & Wardwell 20,040 1719 19 Blake, Cassels & Graydon 23,913 1620 23 Morgan Lewis & Bockius 8,581 16

The financial advisor league tables by value and volume have been run from 01/01/2016 to the 12/31/2016, excluding lapsed and withdrawn deals. The tables are based on advice to a North American (US and Canada) bidder, target or vendor and cover the following sectors: Automotive; Chemicals & Materials; Industrials – electronics; Automation and products and services; and Manufacturing – other.

The legal advisor league tables by value and volume have been run from 01/01/2016 to the 12/31/2016, including lapsed and withdrawn deals. The tables are based on advice to a North American (US and Canada) bidder, target or vendor and cover the following sectors: Automotive; Chemicals & Materials; Industrials – electronics; Automation and products and services; and Manufacturing – other.

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

22

ENERGY, MINING, OIL & GAS

Two years of lower oil prices have helped close the gap between buyers and sellers of energy assets, priming the Energy sector for a surge in M&A activity in 2017, according to several Energy sector sources.

The shift was already seen in the last months of 2016, when a buying frenzy in the Permian Basin of west Texas and the STACK play of Oklahoma saw private equity-backed upstream companies snapped up by listed players looking to bolster their positions in areas with low-cost production. In the final half of 2016, private companies Silver Hill, Brigham Resources and Vitruvian II Woodford sold for US$2.5bn, US$2.43bn and US$1.85bn. The deals were often backed by follow-on offerings, with investors seeing the value of locking in more low-cost oil production potential.

The market fundamentals that led to the buying spree—oil hovering near US$50 a barrel unless there is a massive drop in global production or a similarly large upswing in demand—are not likely to change in 2017, and shift producers' focus to lowering their debt loads and controlling costs, said Vance Scott, EY Americas Oil & Gas Leader, Transaction Advisory Services.

"I think everybody is looking at US$50 oil on the planning horizon for a while, and getting consensus on the price deck means deals are getting done based on the reservoir’s operating efficiency," Scott said.

One sector banker projects an uptick in M&A activity in second-tier oil plays such as the Eagle Ford in Texas and the Bakken in North Dakota, as prices remain above US$50 and capital remains available. Brian Boonstra, Finance & Acquisitions head for law firm Davis Graham & Stubbs, agreed but offered the caveat that a return to activity levels seen in those plays before the 2014 oil price collapse was unlikely. He also saw the potential for an uptick of deals on the gas side, with free positive cash flow making some companies buyers this year. Boonstra noted there is a large pool of capital waiting to be deployed.

A pool of attractive assets should be available as larger upstream companies high grade their portfolios and more companies exit bankruptcy this year, said Scott.

The services space could also be primed for M&A activity, as years of dwindling margins led some companies to pare back their offerings and geographic footprints, said a sector banker. That shift means there will be both distressed assets and quality companies available, and some PE houses have already begun rollup strategies, the banker said.

M&A should not be as active in the midstream space, Boonstra noted, despite MLPs competing for volumes out of the largest basins. "There hasn't been a lot of infrastructure spending in recent years, and while there will be some consolidation on that front, I don't think it will be dramatic," he said.

Expected incentives from the Trump administration to promote the fossil fuel industry should help to keep natural gas prices low, which will cause gas-fired power plants to continue to trade in bulk, said a sector attorney. Gas-fired assets such as combined-cycle generators are widely seen as the cleanest source of fossil fuel power assets, and have thus traded at higher premiums within the last two years, according to recent Mergermarket reports. Any additional regulatory changes from the Trump administration may also fuel power and utility M&A.

While price stability will set the tone for oil and gas M&A, fluctuations in precious metals prices could slow mining deal activity, two Mining sector advisors and one executive said. All or mostly stock deals could become more common as a way of not overpaying upfront for assets while still giving sellers a chance to partake in the upside.

One banker said many sales processes that were kicked around in mid-2016 during a gold rally likely went on hold as the yellow metal slid back below US$1,200 an ounce

late in the year. But both bankers agreed that senior producers need to replace production that is dropping off after years of exploration cutbacks, and the first said they may be willing to spend more to make that happen. The sector executive said there could be more silver deals in 2017, particularly when they involve mines that produce a second metal or commodity.

Base metals could also see a rebound, the first banker and a second executive agreed. Ivanhoe Mines announced last year it would hire an advisor after unsolicited approaches about its assets, and the executive said copper prices could climb this year.

by Nate Trela with reporting by Hana Askren and Michael Schoeck


23

ENERGY, MINING, OIL & GASTOP 15 ANNOUNCED DEALS FOR YEAR ENDING 31 DECEMBER 2016 (ANY NORTH AMERICA INVOLVEMENT)

Announced Date


21-Nov-16 P Sunoco Logistics Partners LP Energy Transfer Partners LP 51,423

06-Sep-16 P Enbridge Inc Spectra Energy Corp 41,446

31-Oct-16 P Baker Hughes, a GE Company Baker Hughes Incorporated 31,680

29-Jul-16 P NextEra Energy Inc Energy Future Holdings Corporation Kohlberg Kravis Roberts & Co LP; TPG Capital LP; and GS Capital Partners

18,400

31-May-16 P Great Plains Energy Inc Westar Energy Inc 12,117

17-Mar-16 C TransCanada Corporation Columbia Pipeline Group Inc 12,040

09-Feb-16 C Fortis Inc ITC Holdings Corporation 11,305

26-Aug-16 C Energy Future Holdings Corporation (Creditors) Vistra Energy Corp 6,840

11-Jul-16 C Plains AAP LP Plains All American Pipeline LP (38.17% stake) 6,707

01-Feb-16 C Dominion Resources Inc Questar Corporation 6,074

17-Nov-16 P Tesoro Corporation Western Refining Inc 5,678

01-Aug-16 C Tesla Motors Inc SolarCity Corporation 5,270

03-Jun-16 C Riverstone Holdings LLC Talen Energy Corporation (65% stake) 4,973

16-May-16 C Range Resources Corporation Memorial Resource Development Corp Natural Gas Partners LLC 4,362

25-Feb-16 P Energy Capital Partners LLC; and Dynegy Inc Atlas Power Engie SA 3,300



24

ENERGY, MINING, OIL & GASM&A SPLIT BY DEAL SIZE

VALUE VOLUME

0

50

100

150

200

250

300

350

400

2016201520142013201220112010

40.5

64.1

209.0

26.719.8

130.8

50.3

19.1

34.2

19.6

185.4

71.8

26.8

57.6

30.4

51.7

30.3

19.4

39.1

22.2

85.1

57.5

48.0

25.5

57.1

150.4

50.6

18.919.9 21.1

76.2

65.4

43.0

27.0

21.10

100

200

300

400

500

600

700

800

2016201520142013201220112010

72

283

65

155

1214

270

53

54

124

397

147

57

304

55

122

61

278

71

95

60

235

54

65

74

70

289

94

913

11

917

13

18

1011

17

58

70

74

>$5,001m

$501m - $2,000m

$5m - $250m

$2,001m - $5,000m

$251m - $500m

>$5,001m

$501m - $2,000m

$5m - $250m

$2,001m - $5,000m

$251m - $500m

Value not disclosed


0

20,000

40,000

60,000

80,000

100,000

120,000

140,000


2010 2011 2012 2013 2014 2015 2016

0

20

40

60

80

100

120

140

160

180

200

220


2010 2011 2012 2013 2014 2015 2016

Valu

e (U

S$m

)

Volu

me


VALUE VOLUME

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


Valu

e (U

S$bn

)

Volu

me


25

ENERGY, MINING, OIL & GASFINANCIAL ADVISORS

LEGAL ADVISORS




Number of Deals


2 5 Barclays 152,516 23

3 1 Citi 121,424 19







10 4 JPMorgan 42,596 25

11 13 Lazard 42,112 19


13 10 Jefferies 34,168 36




17 14 Scotiabank 16,882 19


19 - Guggenheim Partners 12,117 1

20 - Santander Global Corporate Banking 10,673 3


Number of Deals

1 2 RBC Capital Markets 78,353 512 1 Evercore Partners 47,423 393 11 Jefferies 34,168 364 8 Credit Suisse 98,515 295 17 JPMorgan 42,596 256 4 Goldman Sachs 163,736 247 15 Barclays 152,516 238 5 BMO Capital Markets 52,778 229 6 Morgan Stanley 108,313 21

10 3 Citi 121,424 1911 18 Lazard 42,112 1912 19 Scotiabank 16,882 1913 9 Bank of America Merrill Lynch 74,672 1714 23 Tudor, Pickering, Holt & Co 9,708 1515 25 Moelis & Company 12,544 1416 13 GMP Securities 2,693 1317 14 National Bank Financial 2,511 1318 10 CIBC World Markets 5,953 1219 20 TD Securities 4,834 1220 36 Wells Fargo Securities 37,820 11


Number of Deals

1 3 White & Case 132,495 23







8 13 Richards Layton & Finger 60,446 8


10 69 Potter Anderson & Corroon 54,690 6

11 19 Jones Day 50,039 24

12 6 Alston & Bird 46,718 3

13 11 O'Melveny & Myers 44,105 10

14 150 Goodmans 43,854 5


16 18 McCarthy Tetrault 43,366 19

17 12 Osler, Hoskin & Harcourt 35,340 19


19 7 Baker Botts 28,885 26

20 148 Chadbourne & Parke 27,729 5


Number of Deals

1 1 Vinson & Elkins 102,688 642 2 Latham & Watkins 83,821 523 15 Kirkland & Ellis 69,136 444 3 Norton Rose Fulbright 4,982 305 4 Akin Gump Strauss Hauer & Feld 20,618 296 10 Blake, Cassels & Graydon 21,338 287 5 Baker Botts 28,885 268 11 Stikeman Elliott 7,528 269 27 Jones Day 50,039 24

10 7 Bracewell 23,508 2411 12 White & Case 132,495 2312 13 Skadden Arps Slate Meagher & Flom 83,206 2313 16 Locke Lord 3,316 2314 33 Sidley Austin 20,650 2015 6 McCarthy Tetrault 43,366 1916 9 Osler, Hoskin & Harcourt 35,340 1917 37 Burnet Duckworth & Palmer 3,418 1918 20 Bennett Jones 16,049 1819 17 DLA Piper 5,578 1820 39 Davis Polk & Wardwell 55,472 17

The financial advisor league tables by value and volume have been run from 01/01/2016 to the 12/31/2016, excluding lapsed and withdrawn deals. The tables are based on advice to a North American (US and Canada) bidder, target or vendor and are based on the following sectors: Energy, Mining, and Utilities – other.

The legal advisor league tables by value and volume have been run from 01/01/2016 to the 12/31/2016, including lapsed and withdrawn deals. The tables are based on advice to a North American (US and Canada) bidder, target or vendor and are based on the following sectors: Energy, Mining, and Utilities – other.

DEAL DRIVERS – AMERICAS - CONSUMER

26

CONSUMER

The outlook for US consumer M&A is bullish going into H1 2017, with the potential for a slight uptick in deal volume and value, said several dealmakers.

Liquidity in the market remains at an all-time high, said Harris Williams Managing Director Ryan Budlong. Well-capitalized financial buyers are under pressure to put their dry powder to work, and strategics are feeling comfortable about their existing lines of business and are searching for pockets of new growth, with fairly healthy balance sheets to support M&A, he explained.

High-growth, on-trend businesses that are well connected to today's millennial consumer by brand or distribution are highly attractive targets, according to Daniel Motulsky, Moelis & Company Managing Director. Motulsky pointed to Dr Pepper Snapple’s [NYSE: DPS] November 2016 purchase of Bai Brands as an example of this type of interest.

Stellar companies are garnering EBITDA multiples well into the double digits as there is greater demand for first-rate assets than can be filled, Budlong said. While valuations for the highest-quality companies could continue to push higher, there has been stabilization in multiples for lesser-quality businesses, he noted.

Strategics continue to reach into the middle market in the hunt for high-growth assets to counterbalance stagnant legacy brands, particularly in food & beverage, according to John Twichell, Piper Jaffray Managing Director.

At the same time, “PE firms are selling assets at an accelerated pace due to heightened strategic interest driving valuations,” Motulsky said, noting that it has also become a challenging buying environment for financial sponsors. Situations that have some complexity, thereby reducing initial strategic interest, could be more attractive to PE than before.”

Among the subsectors expected to have a strong M&A year is beauty and personal care, buoyed by amplified strategic interest in the space from players such as Estee Lauder

[NYSE: EL], L’Oreal [EPA: OR] and Unilever [NYSE: UL], Twichell said. These players are looking for ways to augment the growth of existing brands, and acquiring brands that are more social media-oriented to capture a broader and/or younger demographic, he said. There is also heavy PE interest in the space from firms including L Catterton, TA Associates, TPG Capital and TSG Consumer Partners, Twichell added.

Restaurant M&A is also expected to remain active into H1 2017, particularly in quick-service (QSR) and fast-casual brands, Twichell said. Minimum wage increases will undoubtedly be a drag on restaurant businesses, but are unlikely to quell M&A in the space as all players will be dealing with this issue, and some of the added costs will be passed onto consumers, Twichell said. However, with a Donald Trump US presidential victory, it appears there will not be as much pressure on wages over the next few years compared with a Clinton administration, so profitability should stay at healthy levels, Budlong said.

Retail M&A will persist amid broad headwinds that are spurring consolidation to facilitate cost-cutting and survival in distressed situations, said Morton Pierce, a partner at White & Case. Technology is playing a massive role in retail disruption, as legacy brick-and-mortar retailers such as Kohl’s [NYSE: KSS] and Macy’s [NYSE: M] struggle to grow earnings and keep pace with a shifting landscape. The new direct-to-consumer movement puts immense pressure on traditional retailers and that will drive consolidation, Pierce explained.

“Twenty years ago it was how does Wal-Mart affect or displace you? Now it is how does Amazon affect or displace you?” Motulsky said.

The appeal of US consumer businesses to overseas buyers remains high. Japanese and Southeast Asian acquirers will continue to find US companies of interest in 2017, Motulsky said. Chinese companies are also expected to continue actively seeking US consumer companies, especially ones that have a product or service that a China-based

buyer can easily plug into their home market, Budlong said.

President Donald Trump’s pro-business tone and ideas on infrastructure spending should help fuel growth and M&A in certain sectors; however, the new administration’s impact on consumer dealmaking, if any, is tougher to foretell, Pierce said.

Despite the political ambiguity, plenty of optimism remains for a healthy start to 2017 for consumer M&A. “There is still a lot of demand for consumer assets and 2017 will be pretty active,” Budlong noted. “We are starting to see some businesses that traded in 2013 and 2014 come back around already which could definitely be beneficial to the sector,” he added.

by Anthony Valentino


27

CONSUMERTOP 15 ANNOUNCED DEALS FOR YEAR ENDING 31 DECEMBER 2016(ANY NORTH AMERICA INVOLVEMENT)

Announced Date


07-Jul-16 P Danone SA The WhiteWave Foods Company 12,056

03-Oct-16 P Bass Pro Group Cabela's Inc 6,050

15-Jan-16 C Qingdao Haier Co Ltd GE Appliances General Electric Company 5,600

22-Aug-16 P Alimentation Couche-Tard Inc CST Brands Inc 5,260

11-Oct-16 C ConAgra Foods Inc (Shareholders) Lamb Weston Holdings Inc ConAgra Brands Inc 4,679

07-Aug-16 C Steinhoff International Holdings Ltd Mattress Firm Holding Corp Berkshire Partners LLC; and J.W. Childs Associates LP 3,848

24-Jun-16 C Henkel AG & Co KGaA The Sun Products Corporation Vestar Capital Partners Inc 3,600

02-Jun-16 C Johnson & Johnson Vogue International Inc The Carlyle Group; and Todd Christopher (Private investor) 3,300

05-Jul-16 C Gores Holdings Inc Hostess Brands LLC Apollo Global Management LLC; and C Dean Metropoulos & Co 2,292

03-Feb-16 C Lowe's Companies Inc Rona Inc 2,232

02-Mar-16 C McKesson Corporation Rexall Health Katz Group 2,216

26-Jul-16 P Le Holding (Beijing) Co Ltd Vizio Inc 2,000

12-Oct-16 P Stanley Black & Decker Inc Newell Brands Inc (Tools business) Newell Brands Inc 1,950

03-Mar-16 C Samsonite International SA Tumi Inc Doughty Hanson & Co 1,708

22-Nov-16 C Dr Pepper Snapple Group Inc Bai Brands LLC (97% stake) Strand Equity Partners 1,700



28

0

10,000

20,000

30,000

40,000

50,000

60,000

70,000

80,000

90,000


2010 2011 2012 2013 2014 2015 2016

0

20

40

60

80

100

120

140

160

180


2010 2011 2012 2013 2014 2015 2016

VALUE VOLUME

0

25

50

75

100

125

150

175

200

2016201520142013201220112010

29.0

22.2

7.4

28.5

9.2

133.5

14.3

25.0

8.9

27.9

84.0

9.0

26.9

13.67.4

59.1

10.7

18.9

7.9

9.0

44.9

31.0

7.78.4

17.5

2.6

21.2

13.4

8.3 8.2

15.55.43.5 3.9

0

50

100

150

200

250

300

350

400

450

500

550

600

650

2016201520142013201220112010

397

21

121

25

4

419

24

342

26

122

261

2118

127

24

274

30

143

16

247

114

196

22

2410

1

33

79

75

166

10

15

54

24

178

7

>$5,001m

$501m - $2,000m

$5m - $250m

$2,001m - $5,000m

$251m - $500m

>$5,001m

$501m - $2,000m

$5m - $250m

$2,001m - $5,000m

$251m - $500m

Value not disclosed


Valu

e (U

S$m

)

Volu

me

Quarter EndedQuarter EndedMoving average trend line

VALUE VOLUME

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

CONSUMERM&A SPLIT BY DEAL SIZE

Valu

e (U

S$bn

)

Volu

me


29

CONSUMERFINANCIAL ADVISORS

LEGAL ADVISORS




Number of Deals



3 2 Lazard 19,223 17

4 6 JPMorgan 19,174 13



7 4 Barclays 11,674 13




11 - National Bank Financial 6,847 3


13 30 PwC 5,610 3

14 - China International Capital 5,600 1


16 8 Citi 5,474 6

17 25 Jefferies 5,288 14





Number of Deals

1 1 Goldman Sachs 43,212 182 3 Lazard 19,223 173 2 Houlihan Lokey 2,377 174 9 Rothschild 16,440 155 19 Robert W. Baird & Co 1,578 156 38 Jefferies 5,288 147 4 JPMorgan 19,174 138 5 Barclays 11,674 139 21 Moelis & Company 4,955 13

10 11 William Blair & Company 1,638 1311 6 Morgan Stanley 28,705 1212 7 Bank of America Merrill Lynch 17,882 1213 8 Credit Suisse 10,245 1114 17 Deloitte 2,571 1115 14 Piper Jaffray & Co 2,054 1016 33 Lincoln International 337 1017 23 UBS Investment Bank 8,086 918 15 Financo 1,555 919 10 KPMG 229 720 22 Duff & Phelps 100 7


Number of Deals






6 17 Sidley Austin 14,867 16

7 58 Dechert 12,605 12

8 9 White & Case 12,465 14

9 91 Bredin Prat 12,141 3

10 7 Jones Day 12,109 25





15 39 Ropes & Gray 8,241 17

16 51 King & Spalding 7,425 21


18 53 Proskauer Rose 7,167 7




Number of Deals

1 1 Kirkland & Ellis 7,176 302 2 Jones Day 12,109 253 5 Latham & Watkins 17,063 244 11 King & Spalding 7,425 215 4 Weil Gotshal & Manges 6,304 206 10 Paul Weiss Rifkind Wharton & Garrison 9,598 187 32 Blake, Cassels & Graydon 8,409 178 15 Ropes & Gray 8,241 179 3 Skadden Arps Slate Meagher & Flom 21,447 16

10 24 Sidley Austin 14,867 1611 6 Stikeman Elliott 8,981 1612 9 DLA Piper 1,406 1613 27 Morgan Lewis & Bockius 4,823 1514 7 White & Case 12,465 1415 12 Baker & McKenzie 2,775 1416 22 Gibson Dunn & Crutcher 810 1317 39 Dechert 12,605 1218 21 Simpson Thacher & Bartlett 6,635 1219 36 Davis Polk & Wardwell 15,171 1120 18 Davies Ward Phillips & Vineberg 9,650 11

The financial advisor league tables by value and volume have been run from 01/01/2016 to the 12/31/2016, excluding lapsed and withdrawn deals. The tables are based on advice to a North American (US and Canada) bidder, target or vendor and are based on the following sectors: Consumer – retail, food and other.

The legal advisor league tables by value and volume have been run from 01/01/2016 to the 12/31/2016, including lapsed and withdrawn deals. The tables are based on advice to a North American (US and Canada) bidder, target or vendor and are based on the following sectors: Consumer – retail, food and other.

DEAL DRIVERS – AMERICAS - TMT

30

TECHNOLOGY, MEDIA & TELECOM (TMT)

The ongoing digital transformation across the economy should continue to drive dealmaking in the first half of 2017, with activity in particular expected in cybersecurity, the Internet of Things (IoT) and enterprise software, dealmakers said.

These mega trends—the use of data analytics, enterprise software moving to the cloud, and the adoption of IoT and connected devices—are increasingly becoming part of the rest of the economy and transforming the way companies do business, said Barak Ravid, managing director and co-head of the technology practice at Parthenon-EY, a strategic consulting firm. These will continue being key drivers for M&A going into 2017, said Ravid.

As businesses shift from using on-premise PC servers, software and storage toward cloud computing, enterprise software companies that serve them may look to dispose of these traditional types of software businesses as non-core, said Ravid.

Unique and upcoming cloud solutions should themselves be attractive, in particular to foreign buyers. These solutions could be centered around serverless architecture, data container management, and more versatile SaaS offerings for enterprises in security and CRM, according to a November 2016 report from Forrester Research.

“Cloud-based enterprise solutions that are truly differentiated, for example by enabling more efficient database management, continue to attract strong interest,” said partner Chuck Comey of Morrison & Foerster. Comey added that there has been lots of interest from Asian buyers and investors for these types of tech businesses in the US and this should continue.

Private equity should also see opportunities in these areas. Ravid noted that most private equity funds, especially those with a desire to grow, need some sort of tech investment strategy, with software being the easiest entry point. “As more and more software companies become available, there is much

more interest in those companies from a broader array of private equity players. We think that’s going to continue,” Ravid said.

Debt market conditions should remain favorable for larger private equity deals to be executed, added John Harrison, Global Media & Entertainment Transaction Advisory Services Leader at EY. “Rates are still very attractive, relative to historical levels…and there is a tremendous amount of capital available, especially to fund M&A work. So we would expect debt markets to remain accommodating to big transactions,” he said.

Private equity firms will be attracted to technology businesses, particularly enterprise software that can be scaled up easily in a drive toward profitability, added Susan Wolford, managing director and head of Technology, Business Services and Media Investment Banking at BMO Capital Markets. Financial sponsors will be “all over a company” that has moderate growth and "big margins that also have high free cash flow conversion," she said.

Consolidation is also expected in the IoT sector over the next six months as emerging participants look to cut costs and bring new products to market for large industrial and computing distributors such as General Electric (NYSE: GE) and IBM (NYSE: IBM), according to Simon Coombes, chief technology officer of St. Petersburg, Florida IoT lighting technology company Gooee. Coombes said he expects to see activity in the data analytics business, noting that this is where the next stage of evolution for IoT is going. Companies have figured out how to connect and store stuff, but what they need to do next is provide a use for that data, he noted.

Security and computing analytics are other areas to continue to watch in the first half of the year. CEOs are looking for tools to measure predictability and profitability and that points them toward a need for analytics, said Stu Aaron, president and COO of San Francisco-based enterprise and product

analytics software developer Mixpanel. “Analytics is central to how businesses are run and it creates all kinds of opportunities for investment and all kinds of transactions,” he added.

An incoming Republican presidential administration should in particular be a boon for deals in cybersecurity. The prospect of an expanding Department of Defense presence across the globe under a Trump administration will embolden people to look at security as additional areas of expansion, said one private equity investor. "The Trump administration has talked about increases to the armed forces, increases to the number of naval ships, certainly an increased focus on cybersecurity,” the investor said.

Furthermore, President Trump’s calls for changes in the tax code may allow companies to repatriate cash held overseas. For large tech players like Cisco (NASDAQ: CSCO) that could spur dealmaking next year, noted Wolford. A lot of this cash will be used to make acquisitions, she said. If companies bring back US$20bn into the US, they will not be doing US$100m deals, but will be looking to do billion dollar transactions, Wolford added.

by Thomas Zadvydas


31

TECHNOLOGY, MEDIA & TELECOM (TMT)TOP 15 ANNOUNCED DEALS FOR YEAR ENDING 31 DECEMBER 2016 (ANY NORTH AMERICA INVOLVEMENT)

Announced Date


22-Oct-16 P AT&T Inc Time Warner Inc 105,045

31-Oct-16 P CenturyLink Inc Level 3 Communications Inc 34,469

26-Jul-16 P Analog Devices Inc Linear Technology Corporation 12,995

07-Sep-16 P Micro Focus International Plc Hewlett Packard Enterprise Company (Software business segment)

Hewlett Packard Enterprise Company 8,800

28-Jul-16 C Oracle Corporation NetSuite Inc 8,694

25-Jul-16 P Verizon Communications Inc Yahoo! Inc (Operating business) Yahoo! Inc 4,826

12-Jun-16 C Symantec Corporation Blue Coat Systems Inc Bain Capital LLC 4,650

27-Jan-16 C Nexstar Broadcasting Group Inc Media General Inc 4,351

30-Jun-16 C Lions Gate Entertainment Corp Starz LLC (95.11% stake) 4,073

27-May-16 C Thermo Fisher Scientific Inc FEI Company 4,048

14-Nov-16 P Siemens AG Mentor Graphics Corporation Elliott Management Corporation 4,012

28-Apr-16 C Comcast Corporation DreamWorks Animation SKG Inc 3,797

06-Dec-16 P Equinix Inc Verizon Communications Inc (24 data center sites) Verizon Communications Inc 3,600

01-Jun-16 C Public Investment Fund Uber Technologies Inc (5.6% stake) 3,500

12-Jan-16 C Wanda Media Co Ltd Legendary Entertainment SoftBank Group Corp; and Waddell & Reed Financial Inc 3,500



32

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

VALUE VOLUME

0

50

100

150

200

250

300

350

400

450

2016201520142013201220112010

70.4

91.0

170.0

23.416.5

262.6

52.9

37.1

30.516.7

46.1

107.9

19.2

48.5

29.512.6

190.4

26.4

37.3

23.5

34.8

62.4

45.8

21.713.8

28.7

31.417.8

20.912.7

21.117.3

15.2

42.3

31.9

0

100

200

300

400

500

600

700

800

900

1,000

1,100

1,200

1,300

2016201520142013201220112010

712

5

342

6845

578

41

589

47

412

452

35

382

40

409

44

378

48

359

366

382

34

2 24

11

615 13

477

4517

28

7

349

57

512326

3113

>$5,001m

$501m - $2,000m

$5m - $250m

$2,001m - $5,000m

$251m - $500m

>$5,001m

$501m - $2,000m

$5m - $250m

$2,001m - $5,000m

$251m - $500m

Value not disclosed


0

20,000

40,000

60,000

80,000

100,000

120,000

140,000

160,000

180,000

200,000


2010 2011 2012 2013 2014 2015 2016

0

50

100

150

200

250

300

350


2010 2011 2012 2013 2014 2015 2016

Valu

e (U

S$m

)

Volu

me


VALUE VOLUME

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


Valu

e (U

S$bn

)

Volu

me


33

TECHNOLOGY, MEDIA & TELECOM (TMT)FINANCIAL ADVISORS

LEGAL ADVISORS




Number of Deals



3 4 JPMorgan 193,320 39

4 5 Citi 162,938 15


6 10 Allen & Company 120,865 9

7 - Perella Weinberg Partners 105,717 4


9 11 Barclays 93,400 25




13 20 Lazard 42,068 18

14 15 PJT Partners 42,049 12






20 9 LionTree Advisors 13,740 10


Number of Deals

1 3 Morgan Stanley 219,361 482 1 Goldman Sachs 127,812 463 2 JPMorgan 193,320 394 7 Evercore Partners 101,820 385 5 Bank of America Merrill Lynch 194,881 336 6 Barclays 93,400 257 17 RBC Capital Markets 27,451 248 18 Raymond James & Associates 3,896 239 10 William Blair & Company 2,955 23

10 4 Credit Suisse 86,674 2111 14 Houlihan Lokey 2,273 2012 42 UBS Investment Bank 21,377 1913 16 Moelis & Company 16,167 1914 20 Lazard 42,068 1815 32 GCA Corporation 1,323 1816 13 Jefferies 10,328 1617 15 Citi 162,938 1518 46 Wells Fargo Securities 14,635 1519 12 Duff & Phelps 142 1520 40 Signal Hill Capital 67 15


Number of Deals




4 8 White & Case 152,413 32



7 9 Jones Day 114,580 62




11 41 Allen & Overy 79,212 19


13 12 DLA Piper 55,764 82




17 23 De Brauw Blackstone Westbroek 48,944 4



20 - Jones Walker 37,269 2


Number of Deals

1 2 Kirkland & Ellis 50,496 1132 3 DLA Piper 55,764 823 7 Cooley 21,895 714 6 Wilson Sonsini Goodrich & Rosati 53,414 655 1 Fenwick & West 20,738 646 8 Latham & Watkins 39,325 637 4 Jones Day 114,580 628 14 Weil Gotshal & Manges 199,033 619 49 Orrick Herrington & Sutcliffe 9,950 57

10 12 Morgan Lewis & Bockius 5,991 5611 13 O'Melveny & Myers 8,021 5312 11 Skadden Arps Slate Meagher & Flom 122,964 5113 9 Gunderson Dettmer Stough Villeneuve Franklin

& Hachigian5,866 45

14 5 Goodwin Procter 9,262 3915 23 Paul Weiss Rifkind Wharton & Garrison 101,156 3416 19 Davis Polk & Wardwell 86,563 3317 16 White & Case 152,413 3218 28 Gibson Dunn & Crutcher 19,260 3019 29 Paul Hastings 14,788 2820 10 Shearman & Sterling 70,678 27

The financial advisor league tables by value and volume have been run from 01/01/2016 to the 12/31/2016, excluding lapsed and withdrawn deals. The tables are based on advice to a North American (US and Canada) bidder, target or vendor and are based on the following sectors: Computer – software, hardware and semiconductors; Telecommunications – hardware and carriers; Internet/e-commerce; Media; Telecommunications – carriers.

The legal advisor league tables by value and volume have been run from 01/01/2016 to the 12/31/2016, including lapsed and withdrawn deals. The tables are based on advice to a North American (US and Canada) bidder, target or vendor and are based on the following sectors: Computer – software, hardware and semiconductors; Telecommunications – hardware and carriers; Internet/e-commerce; Media; Telecommunications – carriers.

DEAL DRIVERS – AMERICAS - LIFE SCIENCES & HEALTHCARE

34

President Donald Trump is likely to spearhead some significant healthcare initiatives in the coming year, but experts don’t expect a major impact on sector dealmaking as they predict a healthy and possibly robust M&A market in 2017.

Trump’s campaign promises to abolish the Affordable Care Act (ACA), speed FDA drug approvals and cut consumer drug costs could dampen dealmaking enthusiasm in certain subsectors, experts said. But moves to cut corporate taxes, repatriate overseas corporate cash and block corporate offshore moves could more than offset that and have a salutary impact on dealmaking, they said.

Dealmaking in pharmaceuticals, services providers, medical devices will likely be strong in the first half, assuming equity markets trend higher, interest rates don’t spike and debt markets stay liquid, experts said.

"People will continue to do deals through the noise,” said Michael Neuberger, head of healthcare for BMO Capital Markets. “A lot of people aren’t going to be affected by any ACA changes. We think that 2017 will be a great year for transactions despite this noise.”

Curtis Lane, founding partner in MTS Health Partners, an investment banking and private equity firm, agreed. “People are looking as actively at deals now as they were before the election,” said Lane. “We’re not seeing any reluctance to act.” In fact, with interest rates inching upwards, Lane said there is more pressure to execute deals sooner.

Initially, Trump and the GOP-controlled Congress are likely to take steps to dismantle the ACA, which gave healthcare insurance coverage to some 20m uninsured. But experts said anything besides gradual changes focused on cost containment will be politically untenable. “It’s going to be nipping and tucking,” said Neuberger. “They are going to have a difficult time unraveling this thing.”

Furthermore, any changes to ACA will likely impact a limited portion of the healthcare services market involving reimbursements.

Long-term sector trends that have spurred mergers between pharmaceuticals makers, services providers, devicemakers and others are likely to be unchanged by Trump policies, experts said.

The hospital sector has benefited from rising numbers of insured patients under ACA. Still, an ACA reduction likely won’t cause a spike in defensive hospital mergers because the hospital consolidation trend, led by large regional and national systems, is already well under way, experts say.

“Cost pressures will cause hospitals to be more focused on running leaner operations,” said Carsten Beith, head of health systems M&A for Cain Brothers, adding that few believe 20m people will be suddenly dropped from coverage. “Hospital operators are getting more confident the rug won’t be pulled out from under them.”

The relentless drive to deliver care cost-effectively, prompted by customer and payor pushback over massive healthcare cost increases in recent decades, will continue to drive M&A in the services sector, experts said. This includes everything from outsourced physician specialists for hospitals to new software systems to enhance billing and patient interactions.

Last year saw some multibillion-dollar mergers in services, including the US$6.8bn merger of Envision Healthcare (NYSE: EVHC) and Amsurg (NASDAQ: AMSG), Blackstone’s US$5.6bn deal for TeamHealth, EQT’s US$2.3bn purchase of analytics firm Press Ganey and McKesson’s (NYSE: MCK) sale of its tech solutions business to Change Healthcare.

More such services deals are expected, particularly for markets that allow hospitals and doctor groups to deliver value-enhanced services at lower costs through outsourcing, said Andy Dixon, director of Harris Williams’ Healthcare & Life Sciences Group.

“I don’t see any appetite waning on this,” said Dixon. “There are a whole host of specialties that are outsourcing to hospitals.”

Pharmaceuticals makers, battered by political pressure to defend drug costs, are also not expected to reduce their long-term trend of acquiring rivals and smaller biotechs next year, particularly acquisitive giants like Allergan (NYSE: AGN), Pfizer (NYSE: PFE), Shire Pharmaceuticals (NASDAQ: SHPG) and Teva Pharmaceuticals (NYSE: TEVA), experts said.

“There is an enormous need to buy products, especially for big pharma,” said attorney Dennis Block, senior chairman of Greenberg Traurig’s global M&A practice. With drug development posing huge expense and risks, drugmakers have been outsourcing their R&D through acquisitions, said Block.

Even though Trump campaigned on job retention and creation, Block said he doesn’t see any increased political pressure to block M&A in pharmaceuticals that may involve cost-cutting through job eliminations. Trump is more likely to focus on blocking overseas "inversion" moves than on hindering domestic mergers, said Block.

“Everyone is very optimistic this administration will be pro-business,” said Block. “It is more likely we will see a friendly regulatory response to transactions.”

by Dane Hamilton

LIFE SCIENCES & HEALTHCARE


35

LIFE SCIENCES & HEALTHCARETOP 15 ANNOUNCED DEALS FOR YEAR ENDING 31 DECEMBER 2016(ANY NORTH AMERICA INVOLVEMENT)

Announced Date


11-Jan-16 C Shire Plc Baxalta Inc 35,219

28-Apr-16 C Abbott Laboratories St Jude Medical Inc 29,850

22-Aug-16 C Pfizer Inc Medivation Inc 13,199

01-Feb-16 P Abbott Laboratories Alere Inc 7,380

15-Jun-16 C Envision Healthcare Holdings Inc Amsurg Corp 6,776

28-Apr-16 C AbbVie Inc StemCentRx Inc FMR LLC; Silicon Valley Bank; Sequoia Capital; Artis Capital Management LP; The Founders Fund; Stuart Peterson (Private investor); and James Hong (Private investor)

5,800

31-Oct-16 C Blackstone Group LP Team Health Holdings Inc 5,595

15-Dec-16 P Lonza Group Ltd Capsugel Inc Kohlberg Kravis Roberts & Co LP 5,500

16-May-16 C Pfizer Inc Anacor Pharmaceuticals Inc 4,479

16-Sep-16 P Johnson & Johnson Abbott Medical Optics Inc Abbott Laboratories 4,325

06-Sep-16 C Danaher Corporation Cepheid 4,070

20-Dec-16 P Allergan plc LifeCell Corporation Acelity 2,900

01-Feb-16 C Stryker Corporation Sage Products LLC Madison Dearborn Partners LLC 2,775

09-Aug-16 C EQT Partners AB Press Ganey Associates Inc Vestar Capital Partners Inc 2,284

27-Apr-16 C Leonard Green & Partners LP ExamWorks Group Inc 1,933



36

VALUE VOLUME

0

50

100

150

200

250

300

2016201520142013201220112010

109.3

28.0

20.8

11.5

37.0

29.2

209.2

14.8

152.4

33.0

10.0

23.1

13.9

19.114.9

52.2

11.2

60.7

25.9

19.2

12.8

62.4

20.3

10.122.0

26.2

20.3

24.4

11.9 15.38.4 7.7 9.87.8 9.4

0

50

100

150

200

250

300

350

400

450

500

550

600

650

2016201520142013201220112010

293

8

214

2825

297

33

247

181

22

204

19

210

25

229

20

214

2725

214

198

23

178

23

2

5 28

97

13

249

28 6

36

228

29

8

75

5

10

>$5,001m

$501m - $2,000m

$5m - $250m

$2,001m - $5,000m

$251m - $500m

>$5,001m

$501m - $2,000m

$5m - $250m

$2,001m - $5,000m

$251m - $500m

Value not disclosed


0

10,000

20,000

30,000

40,000

50,000

60,000

70,000

80,000

90,000

100,000

110,000

120,000

130,000

140,000


2010 2011 2012 2013 2014 2015 2016

0102030405060708090100110120130140150160170180


2010 2011 2012 2013 2014 2015 2016

Valu

e (U

S$m

)

Volu

me


VALUE VOLUME

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

LIFE SCIENCES & HEALTHCAREM&A SPLIT BY DEAL SIZE

Quarter Ended Quarter Ended

Valu

e (U

S$bn

)

Volu

me


37

The financial advisor league tables by value and volume have been run from 01/01/2016 to the 12/31/2016, excluding lapsed and withdrawn deals. The tables are based on advice to a North American (US and Canada) bidder, target or vendor and are based on the following sectors: Biotechnology; Medical; and Pharmaceuticals.

The legal advisor league tables by value and volume have been run from 01/01/2016 to the 12/31/2016, including lapsed and withdrawn deals. The tables are based on advice to a North American (US and Canada) bidder, target or vendor and are based on the following sectors: Biotechnology; Medical; and Pharmaceuticals.


Number of Deals



3 4 Barclays 63,367 17




7 8 Citi 51,007 12

8 1 JPMorgan 42,238 27



11 13 Jefferies 20,384 30


13 106 Oaklins 13,346 4

14= - Handelsbanken Capital Markets 9,933 1

14= - SEB 9,933 1



18 27 MTS Health Partners 3,796 8

19 10 Lazard 3,558 7

20 - Nomura Holdings 3,385 5


Number of Deals

1 1 Jefferies 20,384 302 2 JPMorgan 42,238 273 4 Houlihan Lokey 2,100 214 5 Piper Jaffray & Co 1,643 205 3 Goldman Sachs 67,862 186 6 Barclays 63,367 177 20 Cain Brothers 1,583 168 14 Bank of America Merrill Lynch 54,647 159 11 Morgan Stanley 61,003 13

10 23 Guggenheim Partners 59,847 1311 8 Citi 51,007 1212 12 Deloitte 690 1213 22 Evercore Partners 95,392 1014 10 William Blair & Company 3,175 1015 21 PwC 1,726 1016 17 Deutsche Bank 38,981 917 18 Centerview Partners 31,767 818 39 MTS Health Partners 3,796 819 26 Harris Williams & Co 1,507 820 7 Lincoln International 796 8


Number of Deals

1 4 White & Case 103,607 21




5 23 Ropes & Gray 63,388 30




9 52 Jones Day 48,281 27




13 58 Torys 37,289 3

14 34 Baker & McKenzie 36,574 19

15 6 Arthur Cox 35,354 3

16= 29 Matheson 35,219 1

16= 50 Slaughter and May 35,219 1

18 45 AZB & Partners 30,508 3

19 98 Shardul Amarchand Mangaldas & Co 30,072 3

20= 69 Baker Botts 29,850 1

20= 312 Fangda Partners 29,850 1


Number of Deals

1 1 Latham & Watkins 14,334 332 2 Kirkland & Ellis 63,605 323 3 Ropes & Gray 63,388 304 4 Jones Day 48,281 275 5 Goodwin Procter 10,195 276 8 DLA Piper 1,556 257 9 White & Case 103,607 218 19 McDermott Will & Emery 562 219 6 Cooley 22,525 20

10 29 Baker & McKenzie 36,574 1911 12 Morgan Lewis & Bockius 16,044 1712 16 Davis Polk & Wardwell 100,655 1613 11 Weil Gotshal & Manges 12,838 1614 41 Morrison & Foerster 11,245 1515 7 Skadden Arps Slate Meagher & Flom 10,829 1516 22 Hogan Lovells International 2,616 1517 24 Covington & Burling 8,102 1318 30 Bass Berry & Sims 7,616 1319 23 Gibson Dunn & Crutcher 39,573 1220 21 Wilson Sonsini Goodrich & Rosati 37,708 12

LIFE SCIENCES & HEALTHCAREFINANCIAL ADVISORS

LEGAL ADVISORS



DEAL DRIVERS – CANADA

38

CANADA

A shareholder push for growth, weaker currency, strong equity markets and succession planning are all expected to underpin an active Canadian mergers and acquisition market this year.

“Conditions for [M&A] are good,” said Vince Mercier, partner at Davies Ward Phillips & Vineberg.

In the Mining sector, gold producers were cited as the most likely space for the largest deals, which could hit C$500m (US$378m). Smaller deals are expected in other commodities.

Super majors, such as Glencore [LON: GLEN], Rio Tinto [ASX: RIO] and Vale [NYSE: VALE], who are still recovering internally from the decrease in commodities prices are unlikely to be the active players, but the large players which are a step down in size could be seeking buys, sources said. But that is only if participants get the share ratios right, since these deals are expected to be share-based.

Deal flow in the Oil & Gas sector may take a quarter or so to develop as companies wait on how effectively OPEC’s announced production cuts take hold, said Cameron Belsher, head of national M&A at Canadian law firm McCarthy Tétrault.

In the Technology sector, where Canadian companies do not generally hit the scale of the larger firms in the US, deals will likely top out at C$300m, sources said. Interest in the diverse sector is fairly broad but software developers and financial technology are expected to generate the most subsector volume.

Interest from overseas, particularly from China, is likely to increase in the power sector, such as hydroelectric and wind, and focus on robotics and aerospace in the Manufacturing sector, said Ken Su, a partner at PwC Canada.

Consumer was the hottest sector for inbound interest in 2016 with US$ 5.40bn in deals followed closely by the energy, mining and utilities sector at US$ 5.17bn, according to Mergermarket data.

“You’re seeing baby boomers who developed and ran great businesses going out to find buyers,” Belsher said. He noted that at least two consumer deals are expected by the summer, which could get close to or exceed C$1bn. If successfully completed, both deals are likely to see founding families cede control.

Outbound deals saw the Energy sector on top at US$85.6bn, followed by transport at US$15.4bn and financial services with US$11.6bn, according to Mergermarket data.

“[Outbound was] somewhat surprising given the currency depreciation last year,” Mercier said. The Canadian dollar ended 2016 down 5.26% against the US dollar.

The largest outbound deal of 2016 saw Enbridge [NYSE: ENB], the Calgary, Alberta-based oil pipeline operator, announce in September its US$41.4bn acquisition of Houston, Texas-based Spectra Energy [NYSE: SE], which operates one of the largest gas pipelines supplying New York City. The Committee on Foreign Investment in the United States said in late December it had no national security issues with the acquisition which is expected to close in Q1 2017.

That deal and others like it saw Canadians make a big impression in the US, and now market players are watching to see if they will take a step back and wait or start in on more, said Doug Jenkinson, partner in transaction services at EY in Canada.

Challenges deals could face in 2017 include the new Trump presidency and its trade policies, interest rates, high asset prices as well as regulatory/anti-trust oversight. Canada’s manufacturing companies, particularly the traditional auto sector, and agriculture are expected to take the sharpest hit if the new US administration follows through on the most protectionist parts of Trump’s campaign rhetoric.

In addition, some deals could now take longer to complete due to an increasing number of inquiries from regulators in Canada and elsewhere. While the highest

profile deals attract the most intense scrutiny, smaller deals can also attract more questions than originally expected, market players said.

by Tim LeeMaster and Sirui Shao

DEAL DRIVERS - CANADA

39

CANADATOP 15 ANNOUNCED DEALS FOR YEAR ENDING 31 DECEMBER 2016 (BASED ON THE DOMINANT LOCATION OF THE TARGET)

Announced Date


12-Sep-16 P Potash Corporation of Saskatchewan Inc Agrium Inc Industrials, Manufacturing & Engineering

18,353

02-May-16 P BCE Inc Manitoba Telecom Services Inc (MTS) TMT 3,112

03-Feb-16 C Lowe's Companies Inc Rona Inc Consumer 2,232

02-Mar-16 C McKesson Corporation Rexall Health Consumer Katz Group 2,216

13-Jan-16 C Corus Entertainment Inc Shaw Media Inc TMT Shaw Communications Inc 1,859

06-Jul-16 C Seven Generations Energy Ltd Paramount Resources Ltd (310 net sections of Deep Basin oil & gas properties)

Energy, Mining, Oil & Gas Paramount Resources Ltd 1,627

10-May-16 C Bluesky Hotels and Resorts Inc InnVest Real Estate Investment Trust (InnVest REIT) Real Estate 1,613

25-Apr-16 C Cheung Kong Infrastructure Holdings Limited; and Power Assets Holdings Limited

Husky Energy Inc (Midstream assets in the Lloydminster region) (65% stake)

Energy, Mining, Oil & Gas Husky Energy Inc 1,342

08-Mar-16 C Alimentation Couche-Tard Inc Imperial Oil (279 Esso fuel and convenience sites) Consumer Imperial Oil Limited 1,267

01-Jul-16 C Thoma Bravo LLC Trader Corporation TMT Apax Partners LLP 1,216

20-Jan-16 C Irving Infrastructure Corp Capstone Infrastructure Corp Energy, Mining, Oil & Gas 1,214

08-Aug-16 C Vail Resorts Inc Whistler Blackcomb Holdings Inc Leisure 1,179

14-Jul-16 C Canada Pension Plan Investment Board Access Pipeline Inc (50% stake) Energy, Mining, Oil & Gas Devon Energy Corporation 1,074

20-Oct-16 C Tourmaline Oil Corp Alberta Deep Basin and NEBC Montney Complex assets

Energy, Mining, Oil & Gas Shell Canada Energy Ltd 1,044

08-Aug-16 C Inter Pipeline Ltd Williams Energy Canada ULC Energy, Mining, Oil & Gas Williams Companies Inc; and Williams Partners LP

1,025


MIX OF DEALS BY INDUSTRY SECTOR


Financial Services

Business Services

Consumer


TMT

Leisure

Transportation


Construction

Real Estate

Agriculture

Defense

29.9%

2.9%

2.5%

28.9%

11.1%

3.0%

1.0% 3.4%

0.1%2.2%

13.0%

2.0%

14.8%

6.4%

10.2%23.6%

13.3%

3.0%

1.9%6.6%

1.1%0.3%0.9%

14.9%

3.0%

VALUE VOLUME

DEAL DRIVERS – CANADA

40

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

0

5,000

10,000

15,000

20,000

25,000

30,000

35,000

40,000

45,000


2010 2011 2012 2013 2014 2015 2016

0

20

40

60

80

100

120

140

160

180

200


2010 2011 2012 2013 2014 2015 2016

Valu

e (U

S$m

)

Volu

me


VALUE VOLUME


VALUE VOLUME

>$5,001m

$501m - $2,000m

$5m - $250m

$2,001m - $5,000m

$251m - $500m >$5,001m

$501m - $2,000m

$5m - $250m

$2,001m - $5,000m

$251m - $500m

Value not disclosed

0

25

50

75

100

125

2016201520142013201220112010

9.2

28.0

7.6

18.4

11.8

8.0

20.7

24.7

12.5

14.7

9.9

23.2

37.3

13.3

19.6

4.6

24.2

7.4

19.1

18.0

30.4

12.3

22.2

35.1

14.4

13.4

20.5

24.7

9.3

6.1

27.7

18.6

13.6

15.5 17.6

0

100

200

300

400

500

600

700

2016201520142013201220112010

2530

300

278

1

307

2422

300

27

335

267

37

242

294

20

3133

254

193

2426

259

178

269

30

160

37

1 24

4

3

14

7

3

6 9

191

3

CANADAM&A SPLIT BY DEAL SIZE


Valu

e (U

S$bn

)

Volu

me

DEAL DRIVERS - CANADA

41

The financial advisor league tables by value and volume have been run from 01/01/2016 to the 12/31/2016, excluding lapsed and withdrawn deals. The tables are based on advice to a Canadian bidder, target or vendor.

The legal advisor league tables by value and volume have been run from 01/01/2016 to the 12/31/2016, including lapsed and withdrawn deals. The tables are based on advice to a Canadian bidder, target or vendor.


Number of Deals





5 17 Barclays 88,178 21



8 8 Citi 61,061 11

9 1 JPMorgan 48,761 20

10 9 CIBC World Markets 38,610 27

11 31 Lazard 26,153 12

12 - Wells Fargo Securities 22,454 4

13 10 Scotiabank 18,745 16

14 15 TD Securities 14,126 29

15 18 Macquarie Group 12,911 11


17 30 National Bank Financial 10,613 24

18= - Grant Samuel 9,426 1

18= - Gresham Advisory Partners 9,426 1

20 89 Stifel/KBW 8,691 5


Number of Deals

1 1 RBC Capital Markets 91,127 492 2 BMO Capital Markets 65,458 303 6 TD Securities 14,126 294 20 Deloitte 2,796 285 3 CIBC World Markets 38,610 276 9 Goldman Sachs 91,726 247 8 National Bank Financial 10,613 248 29 Barclays 88,178 219 7 JPMorgan 48,761 20

10 10 Morgan Stanley 113,789 1911 16 Bank of America Merrill Lynch 92,098 1912 5 PwC 1,386 1913 13 Credit Suisse 72,194 1814 11 GMP Securities 3,027 1815 17 Scotiabank 18,745 1616 15 Canaccord Genuity 3,018 1517 22 Cormark Securities 2,608 1518 25 Rothschild 6,385 1319 39 Evercore Partners 4,499 1320 18 Lazard 26,153 12


Number of Deals


2 14 White & Case 71,867 16

3 1 Osler, Hoskin & Harcourt 67,365 59

4 2 McCarthy Tetrault 64,046 67






10 59 Goodmans 47,617 25

11 5 Torys 42,303 37

12 188 Alston & Bird 41,589 3

13 70 O'Melveny & Myers 41,479 5



16 33 Jones Day 35,279 21


18 4 Norton Rose Fulbright 26,131 47

19 45 Bennett Jones 26,057 31



Number of Deals

1 1 Stikeman Elliott 54,977 1122 4 Blake, Cassels & Graydon 56,944 1023 3 McCarthy Tetrault 64,046 674 2 Osler, Hoskin & Harcourt 67,365 595 5 Norton Rose Fulbright 26,131 476 6 Davies Ward Phillips & Vineberg 53,981 377 8 Torys 42,303 378 12 Bennett Jones 26,057 319 29 Miller Thomson 294 29

10 9 Gowling WLG 2,521 2811 15 DLA Piper 2,255 2812 10 Fasken Martineau Dumoulin 4,002 2713 16 Kirkland & Ellis 15,501 2614 13 Goodmans 47,617 2515 11 Dentons 5,358 2516 7 Borden Ladner Gervais 4,590 2217 35 Burnet Duckworth & Palmer 3,696 2218 25 Jones Day 35,279 2119 17 McMillan 3,944 2020 18 Paul Weiss Rifkind Wharton & Garrison 27,794 18

CANADAFINANCIAL ADVISORS

LEGAL ADVISORS



DEAL DRIVERS – WEST

42

WEST

Dealmaking along the West Coast, largely driven by technology and healthcare, will see more private transactions and joint ventures next year because of broad uncertainty in the market, dealmakers say.

In healthcare, the marketplace turmoil surrounding how the Affordable Care Act of 2010 will be revised, replaced or overhauled has left most executives wondering what to do next. Dealmaking conversations at the JPMorgan Healthcare conference were subdued this year, because there is no guidance on where to act with regards to pricing and regulation, said Tim Robertson, CEO of the digital health company Vium.

More joint ventures in digital healthcare should be expected, said Asher Rubin, a partner at Hogan Lovells. Rubin pointed to Verily’s US$500m joint ventures with GlaxoSmithKline [NYSE: GSK] and Sanofi [NYSE: SNY] in 2016. Moving technology into healthcare has long been a challenge, said Rubin, but Verily, a unit of Alphabet, has identified targeted areas to join forces with drug companies, such as diabetes. Robertson noted more private companies, such as Vium, are expected to continue to raise private capital and set up partnerships to become more established in the marketplace.

In technology, the year ahead should see no shortage of dealmaking as several sectors and themes develop. Areas to watch in 2017 will be an increase in shareholder activism—particularly involving enterprise software companies—as well as heightened investment into keeping industrial equipment securely connected to the Internet of Things (IoT) and the burgeoning virtual and augmented reality sector. Private equity firms are expected to continue buying security software firms such as last year’s Optiv deal.

The Blackstone Group (NYSE: BX) agreed to sell a majority stake in Optiv, a Denver-based cyber security company, to KKR (NYSE: KKR) hours before it was expected to launch a roadshow for a US$100m IPO. While the sale price was not disclosed, Optiv reportedly was valued in excess of US$2bn.

In another transaction, Zayo Group (NYSE: ZAYO), a Boulder, Colorado-based provider of communications infrastructure services, acquired Vancouver, Washington-based Electric Lightwave for US$1.42bn in cash. Electric Lightwave, which provides dense metro fiber connectivity in West Coast markets, was formed after Integra Telecom split into two businesses to create more value.

These deals point to increasing comfort by the technology, media & telecom (TMT) sector with the uncertain geopolitical events. By the end of 2016, TMT dealmakers had their second busiest year ever. This year, the fate of several unicorns such as Venice, California-based Snap, is expected to be decided. While unicorns like Snap would like to find good exits via the public market or a strategic bid, their outcomes are uncertain.

Enterprise software dominated on the West Coast, with Oracle’s [NYSE: ORCL] US$8.7bn purchase of Netsuite highlighting the importance of the cloud as companies move their business applications off premise and into remote data centers. Microsoft’s [NASDAQ: MSFT] US$25.5bn LinkedIn purchase also showed its intent to bring a social network to its software.

The size of deals in healthcare and pharmaceuticals were not quite as large, but Allergan [NYSE: AGN] proved to be an active buyer last year after it decided not to merge with Pfizer [NYSE: PFE]. Allergan bought in many therapeutic areas, including ophthalmology, dermatology and gastrointestinal indications. Its biggest deals were a US$1.52bn purchase of an antibody from AstraZeneca [NYSE: AZN] and a US$2.9bn purchase of the regenerative medicine company LifeCell.

Regenerative medicine and immuno-oncology remain active areas of investment in healthcare, but their fates are uncertain. The 21st Century Cures Act, launched by Joe Biden last year, is expected to lose its funding as soon as the new administration takes office. The public support is important to dealmaking, said Michelle Hoffman, a

consultant with Back Bay Life Sciences.The Cures Act (often referred to as the "cancer moonshot") provided more latitude to the FDA to approve drugs, she sai d, which stimulated deals by large drug companies to invest in small firms.

In media, this year’s deals may include a bid for Sony Pictures of Culver City, California, which reportedly has been approached by CBS [NYSE: CBS]. However, Japan-based Sony [TYO: 6758, NYSE: SNE], owner of Sony Pictures, has not indicated any interest in divesting the movie studio and declined comment.

Santa Monica, California-based television and movie studio Lions Gate Entertainment Corp [NYSE: LGF] may be another CBS target, while New York-based AMC Networks [NASDAQ: AMCX] might have synergies with Showtime, the cable channel operated by CBS.

by William Langbein and Mark Andress


43

WESTTOP 15 ANNOUNCED DEALS FOR YEAR ENDING 31 DECEMBER 2016 (BASED ON THE DOMINANT LOCATION OF THE TARGET)

Announced Date


31-Oct-16 P CenturyLink Inc Level 3 Communications Inc TMT 34,469

13-Jun-16 C Microsoft Corporation LinkedIn Corporation Business Services 25,514

01-Jun-16 C Danaher Corporation (Shareholders)

Fortive Corporation Industrials, Manufacturing & Engineering

Danaher Corporation 14,807

22-Aug-16 C Pfizer Inc Medivation Inc Life Sciences & Healthcare 13,199

26-Jul-16 P Analog Devices Inc Linear Technology Corporation TMT 12,995

07-Jul-16 P Danone SA The WhiteWave Foods Company Consumer 12,056

07-Sep-16 P Micro Focus International Plc Hewlett Packard Enterprise Company (Software business segment)

TMT Hewlett Packard Enterprise Company 8,800

28-Jul-16 C Oracle Corporation NetSuite Inc TMT 8,694

24-May-16 P Computer Sciences Corporation Hewlett Packard Enterprise Services Business Services Hewlett Packard Enterprise Company 8,500

01-Feb-16 C Dominion Resources Inc Questar Corporation Energy, Mining, Oil & Gas 6,074

03-Jun-16 C NorthStar Asset Management Group Inc

Colony Capital LLC Real Estate 6,070

17-Feb-16 C Tianjin Tianhai Investment Co Ltd Ingram Micro Inc Business Services 6,068

28-Apr-16 C AbbVie Inc StemCentRx Inc Life Sciences & Healthcare FMR LLC; Silicon Valley Bank; Sequoia Capital; Artis Capital Management LP; The Founders Fund; Stuart Peterson (Private investor); and James Hong (Private investor)

5,800

02-Nov-16 P Broadcom Limited Brocade Communications Systems Inc Business Services 5,551

01-Aug-16 C Tesla Motors Inc SolarCity Corporation Energy, Mining, Oil & Gas 5,270




Financial Services

Business Services

Consumer


TMT

Leisure

Transportation


Construction

Real Estate

Agriculture

Defense

8.2%2.1%

14.3%

6.1%

8.8%

43.6%

1.8%0.7%

11.9%

0.2%2.3%

0.4%

0.1%

12.3%

6.4%

10.3%

7.4%

34.0%

3.5%

1.1%

9.2%

2.3%0.8%

12.2%

VALUE VOLUME


44

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

0

25,000

50,000

75,000

100,000

125,000

150,000


2010 2011 2012 2013 2014 2015 2016

0

50

100

150

200

250

300

350

400

450


2010 2011 2012 2013 2014 2015 2016

Valu

e (U

S$m

)

Volu

me


VALUE VOLUME


VALUE VOLUME

0

50

100

150

200

250

300

350

400

450

500

2016201520142013201220112010

173.9

75.8

91.9

24.626.1

21.0

283.0

71.9

66.9

33.4

162.6

68.5

27.0

68.8

39.315.9

52.9

36.9

95.5

27.2

46.9

38.3

57.7

15.326.6

35.0

35.6

19.537.5

45.4

17.3

44.213.5

23.1 27.50

250

500

750

1,000

1,250

1,500

2016201520142013201220112010

806

6875

15

407

720

73

705

470

47

558

52

468

44

517

55

468

5443

500

421

47

484

45

28

54 4

12

1422 16

528

56

65

613

75

511

912

22

>$5,001m

$501m - $2,000m

$5m - $250m

$2,001m - $5,000m

$251m - $500m

>$5,001m

$501m - $2,000m

$5m - $250m

$2,001m - $5,000m

$251m - $500m

Value not disclosed

WESTM&A SPLIT BY DEAL SIZE

Valu

e (U

S$bn

)

Volu

me



45

The financial advisor league tables by value and volume have been run from 01/01/2016 to the 12/31/2016, excluding lapsed and withdrawn deals. The tables are based on advice to a West Coast bidder, target or vendor. States: Alaska, Arizona, California, Colorado, Hawaii, Idaho, Montana, Nevada, New Mexico, Oregon, Utah, Washington, Wyoming.

The legal advisor league tables by value and volume have been run from 01/01/2016 to the 12/31/2016, including lapsed and withdrawn deals. The tables are based on advice to a West Coast bidder, target or vendor. States: Alaska, Arizona, California, Colorado, Hawaii, Idaho, Montana, Nevada, New Mexico, Oregon, Utah, Washington, Wyoming.


Number of Deals




4 2 JPMorgan 119,262 72




8 7 Barclays 96,141 41


10 6 Citi 82,863 31

11 16 Lazard 67,694 34





16 14 Jefferies 27,624 32


18 42 PJT Partners 18,928 13

19 13 Rothschild 17,590 13



Number of Deals

1 2 JPMorgan 119,262 722 3 Morgan Stanley 168,117 643 1 Goldman Sachs 178,614 634 4 Houlihan Lokey 8,740 555 9 Evercore Partners 148,923 496 5 Bank of America Merrill Lynch 117,506 427 8 Credit Suisse 115,364 428 7 Barclays 96,141 419 6 Moelis & Company 22,416 35

10 19 Lazard 67,694 3411 10 Jefferies 27,624 3212 14 Citi 82,863 3113 15 RBC Capital Markets 36,475 3014 13 Piper Jaffray & Co 4,116 3015 21 Raymond James & Associates 5,391 2816 20 Stifel/KBW 1,954 2717 18 Lincoln International 687 2618 17 Robert W. Baird & Co 3,988 2519 23 Duff & Phelps 1,622 2520 11 Deutsche Bank 53,237 23


Number of Deals





5 25 Jones Day 121,934 68






11 46 DLA Piper 80,543 88


13 22 White & Case 74,461 34

14 16 Kirkland & Ellis 70,572 150


16 42 Allen & Overy 63,228 17



19 80 De Brauw Blackstone Westbroek 48,374 4



Number of Deals

1 1 Kirkland & Ellis 70,572 1502 2 Latham & Watkins 96,589 1353 6 Wilson Sonsini Goodrich & Rosati 86,621 894 12 O'Melveny & Myers 15,741 895 4 DLA Piper 80,543 886 5 Skadden Arps Slate Meagher & Flom 158,268 797 10 Weil Gotshal & Manges 110,497 798 8 Jones Day 121,934 689 7 Cooley 40,689 68

10 3 Fenwick & West 24,748 6711 64 Orrick Herrington & Sutcliffe 6,704 6712 18 Gibson Dunn & Crutcher 58,519 6313 11 Morgan Lewis & Bockius 18,367 6014 9 Goodwin Procter 17,035 5615 17 Davis Polk & Wardwell 174,577 5516 15 Ropes & Gray 43,446 5417 16 Paul Hastings 18,749 4818 13 Gunderson Dettmer Stough Villeneuve Franklin

& Hachigian3,637 47

19 21 Morrison & Foerster 28,442 4520 29 Hogan Lovells International 12,468 42

WESTFINANCIAL ADVISORS

LEGAL ADVISORS



ALL SECTORS

DEAL DRIVERS – MIDWEST

46

MIDWEST

High prices, lack of quality companies for sale and political uncertainty could dampen a strong market for M&A in the Midwest.

In spite of those headwinds, investment professionals expect continued solid deal flow in the region, with industrials, chemicals, healthcare and transportation/logistics leading the way. Foreign interests remain active—typified by Germany-based Bayer’s pending US$63.40bn acquisition of Monsanto in the agricultural and chemicals sectors—and should give domestic strategic and financial buyers a run for their money, sources said.

“The world looks to America and sees an attractive place to do business,” said Mark Filippell, managing director of the Cleveland-based investment bank Western Reserve Partners. In 2016 Western Reserve was sell-side advisor to Solon, Ohio-based The Robbins Company, a maker of tunnel-boring equipment, in its US$150m acquisition by China-based Northern Heavy Industries, and to Munroe Falls, Ohio-based SGS Tools, a precision cutting-tools manufacturer, to Japan-based Kyocera [NYSE: KYO]. US-based strategic and financial bidders also showed interest in both companies, he noted.

All aspects of healthcare, ranging from long-term care facilities to payment technology, will continue to draw buyers and sellers in the Midwest, sources agreed. One of the larger transactions in the region last year was the US$2.28bn acquisition of South Bend, Indiana-based Press Ganey, a healthcare analytics firm, by Sweden-based private equity firm EQT.

According to John Thornburgh, a partner with the Indianapolis law firm Ice Miller, factors driving deal activity in the region include high stock market valuations, which gives public companies a strong currency for M&A; significant amounts of capital remaining to be invested by private equity firms; available debt capital at low costs; and a generation of private business owners nearing retirement age. There is also the prospect that federal tax reform will reduce

corporate tax rates, making companies more valuable and putting more money into the hands of buyers.

“While we’ll see increasing interest rates, we are not expecting that to have any material impact on M&A activity in general,” Thornburgh said.

However, a new administration in Washington also brings an element of uncertainty, the sources agreed, which could depress M&A in the near term. “That is by far the biggest talking point in the M&A market now as sellers continue to weigh prospective capital gains tax cuts contemplated by the Trump administration,” observed Joe Skorczewski, vice president with the Minneapolis-based investment advisory firm Chartwell Financial Advisory.

Given the Midwest’s central location to North American population centers, transportation and logistics will continue to drive dealmaking, the sources agreed, as will the ongoing push to develop self-driving cars and trucks, sometimes called “connected car” technology, which will have a spillover effect into non-automotive sectors.

“A city like Detroit has so many engineers that it is becoming a hub of technological innovation,” a regional investment banker said. “It starts with automotive but it is expanding to other Tech sectors.” For example, he noted that Detroit-based Shinola is manufacturing watches and bicycles in the city.

When sellers do come to market, competition among strategic and financial buyers will remain keen. While corporate interests generally can outbid their private-equity counterparts in competitive auctions, some observers see the dynamic changing. John Mickelson, managing partner of the Iowa-based private equity firm Midwest Growth Partners, said some of his colleagues are showing flexibility on returns, ownership percentage, hold times and other terms that are important to sellers and can swing deals their way.

“Certainly both groups of buyers will remain active in 2017, but the playing field will just be more even than it has been in the past two years,” Mickelson said.

Public listings have not been a factor in the Midwest, and sources are not expecting dramatic changes. “This continues a trend of more than seven years,” Thornburgh observed, adding that 2016 was the worst year for IPOs in Silicon Valley since the recession of 2008-09. “The climate for IPOs may get better in 2017, but it will have a negligible impact on the Midwest,” he predicted.

by Jeff Sheban and Emily Fasold


47

MIDWESTTOP 15 ANNOUNCED DEALS FOR YEAR ENDING 31 DECEMBER 2016(BASED ON THE DOMINANT LOCATION OF THE TARGET)

Announced Date


14-Sep-16 P Bayer AG Monsanto Company Industrials, Manufacturing & Engineering 63,403

11-Jan-16 C Shire Plc Baxalta Inc Life Sciences & Healthcare 35,219

28-Apr-16 C Abbott Laboratories St Jude Medical Inc Life Sciences & Healthcare 29,850

31-May-16 P Great Plains Energy Inc Westar Energy Inc Energy, Mining, Oil & Gas 12,117

09-Feb-16 C Fortis Inc ITC Holdings Corporation Energy, Mining, Oil & Gas 11,305

20-Mar-16 P The Sherwin Williams Company The Valspar Corporation Industrials, Manufacturing & Engineering 10,838

03-Oct-16 P Bass Pro Group Cabela's Inc Consumer 6,050

12-Mar-16 C Anbang Insurance Group Co Ltd Strategic Hotels & Resorts Inc Real Estate Blackstone Group LP 5,500

11-Oct-16 C ConAgra Foods Inc (Shareholders) Lamb Weston Holdings Inc Consumer ConAgra Brands Inc 4,679

24-Oct-16 P TD Ameritrade Holding Corp Scottrade Financial Services Inc Financial Services 4,000

02-Aug-16 C Platinum Equity LLC Emerson Network Power Inc Industrials, Manufacturing & Engineering Emerson Electric Co 4,000

21-Jul-16 P Komatsu Ltd Joy Global Inc Industrials, Manufacturing & Engineering 3,738

29-Jun-16 P Canadian Imperial Bank of Commerce PrivateBancorp Inc Financial Services 3,728

26-Sep-16 P CBOE Holdings Inc BATS Global Markets Inc Financial Services 3,706

26-Jan-16 C Huntington Bancshares Inc FirstMerit Corporation Financial Services 3,338




Financial Services

Business Services

Consumer


TMT

Leisure

Transportation


Construction

Real Estate

Agriculture

Defense

26.6%

1.9%

9.7%

1.8%6.6%

3.9%

12.4%

0.2%

0.2%

35.8%

0.9%0.5%

0.2%

28.0%

11.0%

15.0%

11.3%

4.9%

1.8%

12.7%

1.4%

10.4%

2.4%

0.4%

VALUE VOLUME


48

0

10,000

20,000

30,000

40,000

50,000

60,000

70,000

80,000

90,000

100,000

110,000

120,000

130,000


2010 2011 2012 2013 2014 2015 2016

0

25

50

75

100

125

150

175

200

225

250

275


2010 2011 2012 2013 2014 2015 2016

Valu

e (U

S$m

)

Volu

me


VALUE VOLUME

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


VALUE VOLUME

0

50

100

150

200

250

300

350

400

2016201520142013201220112010

52.7

34.111.115.8

174.3

53.1

39.3

253.0

18.411.0

95.5

52.4

20.2

37.6

23.2

32.7

20.3

16.6

140.3

27.7

43.9

17.3

64.8

22.5

32.0

40.4

38.5

21.7

14.312.9

16.311.0 11.7 9.5

6.5

0

100

200

300

400

500

600

700

800

900

1,000

1,100

2016201520142013201220112010

619

8

242

3831

582

50

507

287

390

37

272

4333

411

30

262

36

349

237

36

398

40

66

78

912

13

302

3157

364

56

66

1727

1417

>$5,001m

$501m - $2,000m

$5m - $250m

$2,001m - $5,000m

$251m - $500m

>$5,001m

$501m - $2,000m

$5m - $250m

$2,001m - $5,000m

$251m - $500m

Value not disclosed

MIDWESTM&A SPLIT BY DEAL SIZE

Valu

e (U

S$bn

)

Volu

me



49

The financial advisor league tables by value and volume have been run from 01/01/2016 to the 12/31/2016, excluding lapsed and withdrawn deals. The tables are based on advice to a Midwest bidder, target or vendor. States: Illinois, Indiana, Iowa, Kansas, Michigan, Minnesota, Missouri, Nebraska, North Dakota, Ohio, South Dakota, Wisconsin.

The legal advisor league tables by value and volume have been run from 01/01/2016 to the 12/31/2016, including lapsed and withdrawn deals. The tables are based on advice to a Midwest bidder, target or vendor. States: Illinois, Indiana, Iowa, Kansas, Michigan, Minnesota, Missouri, Nebraska, North Dakota, Ohio, South Dakota, Wisconsin.


Number of Deals




4 6 Citi 95,453 30


6 11 Barclays 83,128 23



9 4 JPMorgan 74,222 46

10 - Ducera Partners 63,403 1




14 2 Lazard 31,475 25


16 39 Scotiabank 12,533 4


18 14 Jefferies 10,622 32

19 30 Greenhill & Co 9,321 8



Number of Deals

1 6 Houlihan Lokey 5,864 502 3 Goldman Sachs 166,005 473 1 JPMorgan 74,222 464 7 Lincoln International 791 335 12 Jefferies 10,622 326 16 Robert W. Baird & Co 4,156 327 2 Morgan Stanley 145,932 308 11 Citi 95,453 309 4 William Blair & Company 2,045 30

10 13 Piper Jaffray & Co 1,809 3011 5 Bank of America Merrill Lynch 133,277 2912 10 Lazard 31,475 2513 19 Moelis & Company 11,397 2514 22 Stifel/KBW 2,507 2515 15 Raymond James & Associates 1,343 2416 18 Evercore Partners 87,468 2317 9 Barclays 83,128 2318 14 Deutsche Bank 48,728 2319 27 Oaklins 588 2220 34 Rothschild 76,330 20


Number of Deals






6 7 White & Case 91,048 29

7 18 Jones Day 88,868 100


9 58 Allen & Overy 83,314 11




13 352 Luthra & Luthra Law Offices 67,403 3




17 71 Morrison & Foerster 64,188 9

18 75 Linklaters 63,885 8

19= 48 Franceschini e Miranda Advogados 63,403 1

19= 214 WilmerHale 63,403 1


Number of Deals

1 1 Kirkland & Ellis 94,221 1362 2 Jones Day 88,868 1003 4 DLA Piper 5,793 624 6 Latham & Watkins 29,224 555 5 Sidley Austin 23,606 536 3 Skadden Arps Slate Meagher & Flom 67,048 467 10 Weil Gotshal & Manges 31,356 408 17 Morgan Lewis & Bockius 6,686 389 9 Honigman Miller Schwartz & Cohn 1,821 38

10 19 Ropes & Gray 44,321 3711 22 McDermott Will & Emery 1,537 3712 16 Paul Weiss Rifkind Wharton & Garrison 70,977 3613 18 Davis Polk & Wardwell 120,107 3214 29 Sullivan & Cromwell 147,533 3015 15 White & Case 91,048 2916 28 Bryan Cave 4,382 2817 8 Baker & McKenzie 48,345 2718 11 Goodwin Procter 8,102 2619 12 Paul Hastings 4,489 2420 59 Katten Muchin Rosenman 641 24

MIDWESTFINANCIAL ADVISORS

LEGAL ADVISORS



DEAL DRIVERS – SOUTH

50

SOUTH

Last year was a “good” year for general M&A activity, but some potential buyers in the South chose to sit on the sidelines and wait to see how the election would play out, making the first half of 2017 poised to be a high-water mark for deal flow.

Although the election outcome offered some clarity for buyers and sellers, some uncertainty still exists around what President Donald Trump will do during his first 100 days in office, said Jeremy Johnson, managing director with Charlotte, North Carolina-based Bourne Partners. Once the first quarter is complete, there will be a better idea of how the year will go, Johnson said, adding that he “definitely” expects more deal volume in 2017.

Private equity has “huge capital overhang” of leftover funds that need to be put to work, said Don Bravaldo, managing partner with Atlanta, Georgia-based Bravaldo Capital Advisors. “We’re at the pinnacle of this M&A cycle and because of that I think there will be a frenzy of privately held business selling activity this year,” Bravaldo said.

Market valuations have been high due to an oversupply of capital, interested buyers and an undersupply of quality businesses, Bravaldo said. But he noticed toward the end of last year that there was an uptick in privately owned businesses wanting to meet with his team to discuss exit and succession options.

Valuations may be high, but the good news is that there is still plenty of capital, he said.

"If you’re paying high prices for something right now—and you probably are over historical average—the good news is that you can get cheap financing.” Bravaldo explained. “However, at these high prices, as a buyer, you better make sure that the acquisition you are targeting is really strategic and is accretive to earnings and growth objectives.”

Companies are looking for immediate access to the US market through M&A rather than greenfield, he said.

For instance, Bravaldo is seeing a lot of European investment in Southern automotive manufacturing-related businesses. He predicts there will be continued interest from foreign investors in additional sectors in the South such as printing and specialty chemicals, based on direct inquiries he has received. He was quick to note European interest isn’t relegated to those industries, however.

“In general the US, and in particular the South, represents an excellent geography to gain access to the US market, which represents one of the few growth areas in the world right now,” Bravaldo said. “The European market has a number of challenges and at best represents a non-growth market.”

The Southeast US has modern infrastructure, low cost of labor and capital and has already received substantial foreign direct investment from both Europe and Asia, Bravaldo said.

Within the past few months alone, Bravaldo has had discussions with European consumer products manufacturers and engineered plastics businesses looking to expand in the US through acquisitions.

Bravaldo cited the Houston, Texas-based Westlake Chemical Corp US$3.56bn acquisition of Axiall as an example of a sizable 2016 deal that took place in the South.

Deal flow for energy in the South picked up toward the end of 2016 and a cheerier outlook is anticipated for this year.

"The reduction of capital in energy over the last two and a half years sets the stage for a longer-term rally in prices,” said John England, vice chairman, US energy and resources leader at Deloitte.

He expects higher levels of M&A than 2016. “During the second half of 2016 people started to look forward again a little more and started to invest and make deals in the energy industry,” England said. “Prior to that, companies were completely in survival mode."

Oilfield services was battered the most and leaves the most room for consolidation, England said. “It will be more of the smaller players hooking up to drive synergies in their business,” he added, noting “a lot have been beat up pretty hard.”

M&A in the pharmaceutical industry in the South could also pick up in 2017, suggested Johnson. Pharmaceutical players have been “looking pretty aggressively” at over-the-counter (OTC) and consumer health products, Johnson said, and are likely to continue.

"In the US, you traditionally have a clear bifurcation as an OTC or (prescription) company," Johnson said. "But pricing pressure and regulatory scrutiny are causing us to see a rise in OTC or consumer health acquisitions by traditionally RX-focused companies."

While publicly-traded pharmaceutical companies saw a drop in multiples about a year ago, private companies are still going at “very expensive multiples” Johnson said. Cheap, available capital is expected to keep both demand and multiples high, he said.

by Bayan Raji


51

SOUTHTOP 15 ANNOUNCED DEALS FOR YEAR ENDING 31 DECEMBER 2016(BASED ON THE DOMINANT LOCATION OF THE TARGET)

Announced Date


21-Nov-16 P Sunoco Logistics Partners LP Energy Transfer Partners LP Energy, Mining, Oil & Gas 51,423

06-Sep-16 P Enbridge Inc Spectra Energy Corp Energy, Mining, Oil & Gas 41,446

31-Oct-16 P Baker Hughes, a GE Company Baker Hughes Incorporated Energy, Mining, Oil & Gas 31,680

29-Jul-16 P NextEra Energy Inc Energy Future Holdings Corporation Energy, Mining, Oil & Gas Kohlberg Kravis Roberts & Co LP; TPG Capital LP; and GS Capital Partners

18,400

16-Feb-16 C Apollo Global Management LLC The ADT Corporation Industrials, Manufacturing & Engineering

12,269

17-Mar-16 C TransCanada Corporation Columbia Pipeline Group Inc Energy, Mining, Oil & Gas 12,040

23-Oct-16 P Rockwell Collins Inc B/E Aerospace Inc Defence 8,245

19-Jan-16 C Progressive Waste Solutions Ltd Waste Connections Inc Industrials, Manufacturing & Engineering

8,053

26-Aug-16 C Energy Future Holdings Corporation (Creditors)

Vistra Energy Corp Energy, Mining, Oil & Gas 6,840

15-Jun-16 C Envision Healthcare Holdings Inc Amsurg Corp Life Sciences & Healthcare 6,776

11-Jul-16 C Plains AAP LP Plains All American Pipeline LP (38.17% stake) Energy, Mining, Oil & Gas 6,707

24-Oct-16 P HNA Tourism Group Co Ltd Hilton Worldwide Holdings Inc (25.01% stake) Leisure Blackstone Group LP 6,497

05-Dec-16 C Hilton Worldwide Holdings Inc (Shareholders)

Park Hotels & Resorts Inc Real Estate Hilton Worldwide Holdings Inc 6,128

14-Nov-16 P Regency Centers Corporation Equity One Inc Real Estate Gazit-Globe Ltd 5,678

17-Nov-16 P Tesoro Corporation Western Refining Inc Energy, Mining, Oil & Gas 5,600




Financial Services

Business Services

Consumer


TMT

Leisure

Transportation


Construction

Real Estate

Agriculture

Defense

4.4%

1.7%

51.0%

0.9%

4.7%0.6%

2.3%

8.6%

5.7%

5.0%

5.1%

10.0% 15.4%

9.3%

15.7%

8.3%15.4%

15.8%

1.9%

10.2%

3.9%

0.2%1.2% 0.2%

2.5%

VALUE VOLUME


52

0

20,000

40,000

60,000

80,000

100,000

120,000

140,000

160,000

180,000

200,000

220,000


2010 2011 2012 2013 2014 2015 2016

0

50

100

150

200

250

300

350

400

450

500


2010 2011 2012 2013 2014 2015 2016

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

Valu

e (U

S$m

)

Volu

me


VALUE VOLUME


VALUE VOLUME

0

50

100

150

200

250

300

350

400

450

500

550

2016201520142013201220112010

94.8

238.3

35.3

31.5

85.480.8

64.9

213.9

37.1

26.4

273.4

110.4

28.6

87.9

45.125.0

82.2

63.2

65.1

33.6

64.0

76.1

79.9

27.834.9

59.3

163.3

63.3

27.4

74.1

69.9

62.2

30.420.6

31.90

200

400

600

800

1,000

1,200

1,400

1,600

1,800

2016201520142013201220112010

942

97

439

17

82

916

85

858

503

70

630

84

519

8380

670

79

500

70

590

478

58

597

77

7 12

724

1528 18

614

74

108

684

82

20 17

719

21

29

>$5,001m

$501m - $2,000m

$5m - $250m

$2,001m - $5,000m

$251m - $500m

>$5,001m

$501m - $2,000m

$5m - $250m

$2,001m - $5,000m

$251m - $500m

Value not disclosed

SOUTHM&A SPLIT BY DEAL SIZE

Valu

e (U

S$bn

)

Volu

me



53

The financial advisor league tables by value and volume have been run from 01/01/2016 to the 12/31/2016, excluding lapsed and withdrawn deals. The tables are based on advice to a South bidder, target or vendor. States: Alabama, Arkansas, Delaware, District of Columbia, Florida, Georgia, Kentucky, Louisiana, Maryland, Mississippi, North Carolina, Oklahoma, South Carolina, Tennessee, Texas, Virginia, West Virginia.

The legal advisor league tables by value and volume have been run from 01/01/2016 to the 12/31/2016, including lapsed and withdrawn deals. The tables are based on advice to a West Coast bidder, target or vendor. States: Alabama, Arkansas, Delaware, District of Columbia, Florida, Georgia, Kentucky, Louisiana, Maryland, Mississippi, North Carolina, Oklahoma, South Carolina, Tennessee, Texas, Virginia, West Virginia.


Number of Deals

1 3 Citi 316,790 48




5 5 JPMorgan 233,217 74

6 8 Barclays 218,668 63






12 2 Lazard 77,358 46




16 27 Jefferies 40,888 65



19 21 PJT Partners 16,136 16



Number of Deals

1 5 JPMorgan 233,217 742 1 Goldman Sachs 282,315 673 13 Jefferies 40,888 654 8 Barclays 218,668 635 4 Morgan Stanley 290,554 606 2 Houlihan Lokey 14,798 607 7 Evercore Partners 93,128 578 3 Bank of America Merrill Lynch 299,378 549 10 Credit Suisse 118,952 53

10 20 RBC Capital Markets 105,148 5211 6 Raymond James & Associates 5,800 4912 11 Citi 316,790 4813 9 Lazard 77,358 4614 15 Stifel/KBW 12,533 4015 21 Wells Fargo Securities 69,491 3616 17 Piper Jaffray & Co 2,736 3317 33 Robert W. Baird & Co 6,856 3218 19 William Blair & Company 2,251 3119 16 Moelis & Company 15,902 2820 14 Sandler O'Neill & Partners 6,634 27


Number of Deals

1 9 White & Case 296,457 65





6 12 Latham & Watkins 111,949 104




10 20 Kirkland & Ellis 98,801 185

11 29 Vinson & Elkins 98,746 73

12 16 Jones Day 97,424 100






18 27 O'Melveny & Myers 60,384 25

19 14 Alston & Bird 60,132 34



Number of Deals

1 1 Kirkland & Ellis 98,801 1852 2 DLA Piper 32,445 1083 4 Latham & Watkins 111,949 1044 3 Jones Day 97,424 1005 9 Vinson & Elkins 98,746 736 7 White & Case 296,457 657 13 Weil Gotshal & Manges 193,150 648 5 King & Spalding 16,948 599 17 Morgan Lewis & Bockius 13,344 56

10 10 Norton Rose Fulbright 7,057 5411 11 Hogan Lovells International 33,281 5312 20 Ropes & Gray 18,154 5313 25 Locke Lord 14,905 5114 6 Skadden Arps Slate Meagher & Flom 109,549 5015 19 Sidley Austin 30,723 5016 34 Davis Polk & Wardwell 90,421 4617 14 Goodwin Procter 14,728 4618 23 Paul Weiss Rifkind Wharton & Garrison 76,405 4419 18 Cooley 3,728 4420 26 Gibson Dunn & Crutcher 50,376 42

SOUTHFINANCIAL ADVISORS

LEGAL ADVISORS



DEAL DRIVERS – MID-ATLANTIC

54

MID-ATLANTIC

M&A in the mid-Atlantic US will be shaped by trends across a number of sectors in the new year—in particular many tied to the new presidency, advisors said.

“I can say with confidence that 2017 is going to be an extremely active M&A year,” said Josh Benn, managing director and head of the New York Corporate Finance practice for Duff & Phelps. “I think the level of confidence is definitely up a lot since the election,” he said.

Benn noted that while it was unclear if this confidence level could be sustained for the long term, there was an immediate-term perception that federal policies including a more hands-off regulatory attitude, the possibility of a repatriation of offshore tax dollars to inject more liquidity, and other fiscal moves to fuel discretionary spending could underpin strong M&A conditions.

Thomas Kerchner, managing director of Philadelphia-based BMI Mergers & Acquisitions, also said that post-election, the “confidence is already back on,” although he pinpointed another cause. For Kerchner, the post-election confidence “wasn’t as much about any particular outcome, just that it was over,” he said. Either way, business owners are now “pretty positive about the next year as far as profits,” he said.

Financial services, which is a key economic pillar in the New York region, could see a surge in the coming year, said Benn, as the new Trump administration may relax restraints on the sector. The space has been challenged due to capital constraints and other measures instituted in the wake of the global financial crisis that Trump could unwind, thus unlocking the potential for more dealmaking, Benn explained.

The other intersection of the finance industry and the new presidency could play out through New York’s many private equity shops, who may be reluctant to hold onto platforms too long in a hot market with an unpredictable administration, said Marshall Sonenshine, managing partner and founder of New York-based Sonenshine Partners. “So far it looks pretty good, but no one wants

to hold a company you could have sold for 13x EBITDA only to find out two years later you can’t get anywhere near that price. So we may see some continued profit-taking by PE in 2017,” Sonenshine said.

Another big trend related to the region’s strength in finance will be the continued flow of bankruptcies and liquidations, through the two most active court jurisdictions for such resolutions: Delaware and the Southern District of Manhattan, Benn said. “You’ve had 110 or 120 energy bankruptcies in the last 24 months, and also noted the “tremendous number” of retailers facing dire commercial pressures. The pinch on both sectors is “going to drive a lot of M&A activity regionally,” he added.

Healthcare and related businesses are also widely expected to continue a white-hot run of dealmaking in the mid-Atlantic region. The Affordable Care Act spawned a record round of M&A as players reshuffled their portfolios. The Act’s possible “repeal and replacement” could “change the cost equation for whole areas of the value chain of healthcare from technology to care to insurance,” Sonenshine noted.

Medical technologies will also be a solid-performing space for M&A given the hothouse of related innovation that has grown up around certain hubs in the region, Sonenshine predicted. “There’s a lot of medtech players in New Jersey that have grown up in and around the Johnson & Johnson [NYSE: JNJ] campus and other pharma campuses. Washington DC, home to Danaher [NYSE: DHR], and Philadelphia are also great medtech centers. They [Danaher] are constant investors in the space and 2017 could see a lot of activity.”

Another driver of M&A in the medtech space will be sheer need, said Kerchner. “Medical practices, medical imaging, and medical and nonmedical homecare all businesses that are doing well because of the ageing population, so there are a lot of interested investors for these businesses,” he explained.

Another important item on the President's agenda is the need for infrastructure

spending, and this is also already translating into M&A discussions, Sonenshine said. “We now have construction and engineering firms coming to us thinking about doing deals,” he said. “I think we’re also going to see large-cap American and non-American companies buying up middle-market construction and engineering firms as well as basic materials providers.”

A number of mid-Atlantic states could be big beneficiaries if the infrastructure initiative comes to pass, he said, noting that New Jersey, Delaware, and significant swathes of regional Pennsylvania are ripe for such investments.

by Harry Brumpton


55

MID-ATLANTICTOP 15 ANNOUNCED DEALS FOR YEAR ENDING 31 DECEMBER 2016(BASED ON THE DOMINANT LOCATION OF THE TARGET)


Financial Services

Business Services

Consumer


TMT

Leisure

Transportation


Construction

Real Estate

Agriculture

Defense

4.6%7.5%

6.2%

3.9%

7.7%

55.6%

0.9%0.2%

0.5%

0.5%

5.5%

6.9%

0.4%0.1%

12.2%

11.6%

16.3%

12.0%5.1%

1.3%

23.6%

2.1%1.2%

11.6%

2.5%

VALUE VOLUME


Announced Date


22-Oct-16 P AT&T Inc Time Warner Inc TMT 105,045

06-Oct-16 P Avolon Holdings Limited CIT Commercial Air unit Financial Services CIT Group Inc 10,027

03-Jun-16 C NorthStar Asset Management Group Inc

NorthStar Realty Finance Corp Real Estate 9,858

05-May-16 C Hellman & Friedman LLC; Leonard Green & Partners LP; and GIC Private Limited

MultiPlan Inc Business Services Partners Group Holding AG; and Starr Investment Holdings LLC

7,500

15-Dec-16 P Lonza Group Ltd Capsugel Inc Life Sciences & Healthcare Kohlberg Kravis Roberts & Co LP 5,500

03-Jun-16 C Riverstone Holdings LLC Talen Energy Corporation (65% stake) Energy, Mining, Oil & Gas 4,973

06-May-16 C Evonik Industries AG Air Products (Performance material division)


Air Products and Chemicals Inc 3,800

06-Dec-16 P Equinix Inc Verizon Communications Inc (24 data center sites)

TMT Verizon Communications Inc 3,600

11-Jul-16 C Onex Corporation; and Baring Private Equity Asia

Clarivate Analytics Business Services Thomson Reuters Corporation 3,550

08-Aug-16 C Wal-Mart Stores Inc Jet.com Inc TMT Goldman Sachs; Bain Capital LLC; Temasek Holdings Pte Ltd; Accel Partners; Silicon Valley Bank; Norwest Venture Partners; New Enterprise Associates; General Catalyst Partners; Alibaba Group Holding Ltd; Western Technology Investment; Coatue Management LLC; Forerunner Ventures; Google Ventures; Fidelity Growth Partners; Thrive Capital; Citi Ventures Inc; MentorTech Ventures; and Marc Lore (Private investor)

3,300

29-Sep-16 C Arconic Inc (Shareholders) Alcoa Corporation (80.1% stake) Energy, Mining, Oil & Gas Arconic Inc 3,230

20-Dec-16 P Allergan plc LifeCell Corporation Life Sciences & Healthcare Acelity 2,900

25-Feb-16 C Brookfield Asset Management Inc Rouse Properties Inc (66.59% stake) Real Estate 2,800

26-Sep-16 C Rice Energy Appalachia LLC Vantage Energy LLC; and Vantage Energy II LLC

Energy, Mining, Oil & Gas Lime Rock Partners; Riverstone Holdings LLC; and Quantum Energy Partners

2,700

02-Jun-16 C Thoma Bravo LLC Qlik Technologies Inc TMT 2,503



56

0

20,000

40,000

60,000

80,000

100,000

120,000

140,000

160,000

180,000

200,000


2010 2011 2012 2013 2014 2015 2016

0

30

60

90

120

150

180

210


2010 2011 2012 2013 2014 2015 2016

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

Valu

e (U

S$m

)

Volu

me


VALUE VOLUME


VALUE VOLUME

0

50

100

150

200

250

300

350

400

450

2016201520142013201220112010

137.9

33.1

38.045.7

36.4

62.6

44.0

16.3

37.1

30.9

203.6

29.0

37.6

40.1

64.7

40.6

22.1

24.6

57.0

15.4

26.5

14.59.89.9 11.0

50.2

327.6

16.611.9

11.2

12.8

9.2 10.0

13.7

12.2

0

100

200

300

400

500

600

700

800

2016201520142013201220112010

5

473

189

3435

423

42

338

204

27

289

38

208

4327

291

213

28

249

216

27

226

26

25

313

616

16

279

30

39

245

32

7

710

15

2214

12

>$5,001m

$501m - $2,000m

$5m - $250m

$2,001m - $5,000m

$251m - $500m

>$5,001m

$501m - $2,000m

$5m - $250m

$2,001m - $5,000m

$251m - $500m

Value not disclosed

MID-ATLANTICM&A SPLIT BY DEAL SIZE

Valu

e (U

S$bn

)

Volu

me



57

The financial advisor league tables by value and volume have been run from 01/01/2016 to the 12/31/2016, excluding lapsed and withdrawn deals. The tables are based on advice to a US (Mid-Atlantic) bidder, target or vendor. States: New Jersey, New York, Pennsylvania.

The legal advisor league tables by value and volume have been run from 01/01/2016 to the 12/31/2016, including lapsed and withdrawn deals. The tables are based on advice to a US (Mid-Atlantic) bidder, target or vendor. States: New Jersey, New York, Pennsylvania.


Number of Deals

1 4 JPMorgan 251,523 76


3 7 Citi 218,263 39



6 8 Barclays 156,902 52









15 17 PJT Partners 36,901 13


17 24 Jefferies 35,615 53


19 18 Rothschild 29,975 43

20 11 Lazard 19,750 40


Number of Deals

1 3 JPMorgan 251,523 762 1 Goldman Sachs 161,529 733 2 Morgan Stanley 218,807 614 6 Houlihan Lokey 6,854 585 7 Credit Suisse 73,899 546 13 Jefferies 35,615 537 8 Barclays 156,902 528 5 Bank of America Merrill Lynch 200,017 519 15 Rothschild 29,975 43

10 19 Evercore Partners 79,017 4211 12 Moelis & Company 14,106 4212 11 Lazard 19,750 4013 4 Citi 218,263 3914 9 Deutsche Bank 90,680 3815 20 Robert W. Baird & Co 2,411 3116 18 UBS Investment Bank 64,685 2817 23 Piper Jaffray & Co 2,783 2718 17 RBC Capital Markets 41,787 2619 10 William Blair & Company 3,579 2620 29 Stifel/KBW 1,445 26


Number of Deals

1 5 White & Case 258,545 59









10 14 Kirkland & Ellis 71,658 133








18 21 Jones Day 43,646 109

19 31 Ropes & Gray 38,374 53



Number of Deals

1 1 Kirkland & Ellis 71,658 1332 3 Jones Day 43,646 1093 2 Latham & Watkins 101,042 994 4 DLA Piper 7,870 785 10 Morgan Lewis & Bockius 20,149 746 6 Simpson Thacher & Bartlett 96,363 717 5 Skadden Arps Slate Meagher & Flom 83,594 718 7 Paul Weiss Rifkind Wharton & Garrison 45,013 679 9 Weil Gotshal & Manges 168,568 64

10 8 White & Case 258,545 5911 27 Ropes & Gray 38,374 5312 11 Sullivan & Cromwell 185,429 5213 12 Davis Polk & Wardwell 52,355 4514 17 Dechert 3,114 4315 20 Freshfields Bruckhaus Deringer 37,455 4016 25 Sidley Austin 15,625 4017 21 Willkie Farr & Gallagher 15,336 3818 32 Cooley 17,102 3719 15 Debevoise & Plimpton 26,197 3420 14 Hogan Lovells International 21,876 34

MID-ATLANTICFINANCIAL ADVISORS

LEGAL ADVISORS



DEAL DRIVERS – NEW ENGLAND

58

NEW ENGLAND

In the midst of a small number of blockbuster deals, middle market companies made up the bread and butter of New England M&A in 2016 and that is expected to continue into 2017, said Jarrad Zalkin, managing director at TM Capital Corp.

Deal activity in New England was robust, with a very active second half, particularly the fourth quarter. The region benefited from economic strength on a national and a local level, as well as very strong sector performance. Boston and the surrounding metro areas made up the bulk of activity.

New England hosts a large number of middle market businesses in sectors like manufacturing, technology, and others, sources said. “We’re not governed by one or two businesses that run the whole region,” said Tod Short, partner, Deal Advisory at KPMG in Boston. “There’s a lot of old businesses around” making up a diverse and broad-based economy, agreed Jay Remington, managing director at Boston-based advisory firm Capital Exchange.

With multiples high, interest rates low, and both financial and strategic buyers flush with liquidity, it is a good time for sellers, and most of those deals will happen at the middle market level, said Short. While big players have largely backed off deals of the “headline-shaking, industry-redefining” variety, the coming year should bring a steady stream of middle market buyers and sellers, said Zalkin.

Larger companies and PE funds could be buyers for these, as they are looking at smaller deals than they might have in the past, with a greater focus on strategy and fit, they both said.

Strategic decisions Strategic decision-making should lead to more corporate divestitures as companies take a close look at their business and shed units that are not growth drivers or a major focus for them, said Remington. These divestitures will be coming from public and private companies, while buyers will run the gamut from public to private to PE to individuals, he said.

At the same time, these companies will be looking for tuck-ins to strengthen their business, said Short. New England’s focus on technology is spurring these companies to become more technologically adept, whether to improve internal processes or to better serve customers, he explained.

Healthcare and technology dominate M&A buyers and sellers do not limit themselves by region, so New England M&A will be driven by locally strong industry sectors and economic drivers, said Remington. Biotech and pharma are very dominant in Boston and the greater Boston area, and those sectors are expected to grow in 2017, so deal activity should follow, he noted.

There is a concentration of financial services companies in the region as well, said Hank Nelson, managing director at Boston advisory firm Monadnock Advisors. Continued consolidation in that sector is happening nationally, and “you’re going to see that, since it’s prevalent here.”

Technology is also an important sector for the region, with established companies as well as a huge number of venture firms and startups in the “venture belt” encircling Boston, added Zalkin. Healthcare technology, including analytics and information technology, is another area of strength in Boston and 2017 could be the year for several of these companies to reach critical mass and get scooped up, said Nelson.

New England’s concentration of technology businesses lends itself to being a cross-border marketplace, Zalkin added. International buyers are interested in acquiring middle market companies as a first entry into the US, with bidders from the likes of Europe, India and Japan participating in auctions, he said.

The strength of the US dollar versus other currencies is a plus for outbound cross-border deals as well, said Short. Economic strength and high valuations notwithstanding, none of the advisors predicted 2017 as an overheated year for M&A—just a continuation of 2016’s strong performance, with strategic considerations driving most deals. “We’re not expecting to see a frenzy,” said Short.

The changing landscape Boston saw one of its largest employers, EMC, get swallowed up by Dell in 2016 in a US$63.26bn deal, a move that has locals worried about potential job losses, said several regional advisors. “No one likes to see a huge local employer get acquired,” said Remington.

On the other hand, GE announced in 2016 that it plans to relocate its headquarters to Boston. That looks to be a “huge” boon to the region, said Nelson.

by Hana Askren


59

NEW ENGLANDTOP 15 ANNOUNCED DEALS FOR YEAR ENDING 31 DECEMBER 2016 (BASED ON THE DOMINANT LOCATION OF THE TARGET)

Announced Date


03-May-16 C Quintiles IMS Holdings Inc IMS Health Holdings Inc Business Services 12,912

14-Nov-16 P Samsung Electronics Co Ltd Harman International Industries Inc Industrials, Manufacturing & Engineering

8,632

01-Feb-16 P Abbott Laboratories Alere Inc Life Sciences & Healthcare 7,380

24-Jun-16 C Henkel AG & Co KGaA The Sun Products Corporation Consumer Vestar Capital Partners Inc 3,600

11-Aug-16 C Xerox Corporation (Shareholders) Conduent Inc Business Services Xerox Corporation 3,011

01-Jun-16 C Salesforce.com Inc Demandware Inc TMT North Bridge Venture Partners; and General Catalyst Partners

2,739

06-Jul-16 C Melrose Plc Nortek Inc Industrials, Manufacturing & Engineering

2,728

09-Aug-16 C EQT Partners AB Press Ganey Associates Inc Life Sciences & Healthcare Vestar Capital Partners Inc 2,284

01-Aug-16 C Advent International Corporation inVentiv Health Inc (50% stake) Life Sciences & Healthcare 1,900

14-Dec-16 P Grifols SA Hologic Inc (Nucleic acid testing donor screening unit)

Life Sciences & Healthcare Hologic Inc 1,850

12-Sep-16 C Open Text Corporation Dell EMC (Enterprise content division) TMT Dell Inc 1,620

25-Feb-16 C Public Sector Pension Investment Board

Engie SA (New England portfolio of hydroelectric assets)

Energy, Mining, Oil & Gas Engie SA 1,200

02-Sep-16 C Fila Korea Ltd Acushnet Holdings Corp (20% stake) Consumer Blackstone Group LP; Mirae Asset Private Equity; Woori Private Equity Company Ltd; and Neoplux Co Ltd

1,146

27-Jun-16 C Medtronic Inc HeartWare International Inc Life Sciences & Healthcare 1,094

01-Nov-16 P Great River Hydro LLC TransCanada Corporation (New England hydroelectric power portfolio)

Energy, Mining, Oil & Gas TransCanada Corporation 1,065




Financial Services

Business Services

Consumer


TMT

Leisure

Transportation


Construction

Real Estate

Agriculture

Defense

0.3%

25.8%

9.1%4.1%

13.4%

0.3%

2.8%

17.7%

1.0%

25.5%

14.2%

8.4%

17.2%

9.2%4.0%

23.6%

2.6%

1.8%

14.2%

0.3%0.3%

0.5%

3.7%

VALUE VOLUME


60

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

0

10,000

20,000

30,000

40,000

50,000

60,000

70,000

80,000

90,000

100,000

110,000

120,000

130,000


2010 2011 2012 2013 2014 2015 2016

0

10

20

30

40

50

60

70

80

90

100

110


2010 2011 2012 2013 2014 2015 2016

Valu

e (U

S$m

)

Volu

me


VALUE VOLUME


VALUE VOLUME

0

20

40

60

80

100

120

140

160

180

2016201520142013201220112010

13.1

14.4

28.9

7.18.2

9.0

141.5

8.2 8.2

15.9

8.6

18.1

13.2

13.4

5.6

29.0

6.0

17.2

5.4

9.6

16.5

7.0

33.2

17.7

8.05.9

6.75.2 5.2

3.2

4.7 4.8

2.6

0

50

100

150

200

250

300

350

400

2016201520142013201220112010

12

117

12

230

2

192189

95

14

134

13

120

1915

158

19

115

15

134

116

17

113

17

33

2

128

23

148

1316

1

5

1

28

28

5

>$5,001m

$501m - $2,000m

$5m - $250m

$2,001m - $5,000m

$251m - $500m

>$5,001m

$501m - $2,000m

$5m - $250m

$2,001m - $5,000m

$251m - $500m

Value not disclosed

NEW ENGLANDM&A SPLIT BY DEAL SIZE

Valu

e (U

S$bn

)

Volu

me



61

The legal advisor league tables by value and volume have been run from 01/01/2016 to the 12/31/2016, including lapsed and withdrawn deals. The tables are based on advice to a US (New England) bidder, target or vendor. States: Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island, Vermont.


Number of Deals


2 6 JPMorgan 47,397 30

3 10 Barclays 42,509 27





8 8 Lazard 21,564 19

9 2 Citi 17,926 19



12 25 Jefferies 13,929 17





17 36 HSBC 6,008 4

18 - Perella Weinberg Partners 5,969 3

19 - China International Capital 5,938 2

20 50 PwC 5,700 5


Number of Deals



3 6 White & Case 30,727 18







10 8 Jones Day 24,925 29



13 25 Ropes & Gray 22,029 41


15 114 Cooley 17,504 29

16 38 WilmerHale 17,406 12


18 189 Bryan Cave 14,304 9

19= 22 Morris Nichols Arsht & Tunnell 12,912 1

19= - Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan

12,912 1


Number of Deals

1 1 Kirkland & Ellis 32,940 792 3 Latham & Watkins 14,625 523 5 Weil Gotshal & Manges 25,207 484 2 Goodwin Procter 5,263 485 4 Ropes & Gray 22,029 416 9 Morgan Lewis & Bockius 3,547 337 6 Jones Day 24,925 298 29 Cooley 17,504 299 25 Paul Weiss Rifkind Wharton & Garrison 9,600 28

10 7 DLA Piper 5,408 2811 39 Choate Hall & Stewart 806 2412 12 Davis Polk & Wardwell 29,596 2313 10 Skadden Arps Slate Meagher & Flom 17,860 2114 18 Sidley Austin 9,548 2015 8 White & Case 30,727 1816 28 Willkie Farr & Gallagher 6,316 1817 14 Hogan Lovells International 3,143 1718 21 Locke Lord 2,538 1719 54 Freshfields Bruckhaus Deringer 9,684 1620 23 Cravath, Swaine & Moore 39,427 15

NEW ENGLAND FINANCIAL ADVISORS

LEGAL ADVISORS




Number of Deals

1 1 Goldman Sachs 50,187 312 3 JPMorgan 47,397 303 11 Barclays 42,509 274 5 Houlihan Lokey 3,341 255 2 Morgan Stanley 24,407 236 8 Bank of America Merrill Lynch 30,703 227 17 Evercore Partners 25,860 228 6 Credit Suisse 30,518 219 9 Lazard 21,564 19

10 4 Citi 17,926 1911 13 Lincoln International 405 1912 7 Jefferies 13,929 1713 21 Robert W. Baird & Co 2,106 1714 12 William Blair & Company 4,000 1615 14 Raymond James & Associates 774 1616 22 RBC Capital Markets 11,723 1417 29 Rothschild 7,869 1418 18 Harris Williams & Co 1,430 1419 35 Oaklins 634 1420 19 UBS Investment Bank 16,980 13

The financial advisor league tables by value and volume have been run from 01/01/2016 to the 12/31/2016, excluding lapsed and withdrawn deals. The tables are based on advice to a US (New England) bidder, target or vendor. States: Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island, Vermont.

DEAL DRIVERS – LATIN AMERICA

62

LATIN AMERICA

After a year marked by political and economic crises, deal activity in Brazil is likely to gain traction in 2017 as vendors and sellers move toward a point of convergence on valuation multiples. The country’s long-lasting recession and high interest rates will likely encourage local companies to seek equity financing to get through tough times, said Maria Beatriz Kowalewski, M&A partner at TozziniFreire Advogados.

In Colombia, the slow but gradual decrease of the country’s inflation rate and the stabilization of the local currency against the US dollar, among other developments, are likely to drive most M&A activity, which is expected to pick up throughout the year.

In Mexico, uncertainties about the policies of President Donald Trump, particularly with respect to trade, as well as the performance of the US economy, are likely to result in a slight decrease in deal activity in H1 2017.

Brazil The M&A environment in Latin America’s largest economy is approaching a time of “realistic valuations,” as sellers lower their expectations about the pace of recovery of the Brazilian economy, said Caio Costa, director at Banco Indusval & Partners (BI&P).

Infrastructure is one of the sectors expected to report strong inbound M&A activity in 2017, with Asian investors playing a key role, Costa said, adding that Brazil still copes with a large pent-up demand for infrastructure projects.

Many assets owned by large local infrastructure companies involved in the Car Wash (Lava Jato) corruption probe are already up for sale and may find a buyer in H1 2017, said Kowalewski of TozziniFreire Advogados.

In a recent survey conducted among its clients, TozziniFreire Advogados found that 53% of its corporate customers plan to engage in M&A in 2017, up from 40% in 2016.

Other sectors, such as education, food and beverage, healthcare and information technology, which have proved to be resilient to economic crises, will continue to draw interest from investors in 2017,

said Ruy Moura, partner at Acquisitions Consultoria Empresarial.

Colombia Deal activity in Colombia is expected to rise in 2017, thanks mainly to pent-up M&A demand, said Lorenzo Garavito, president of HBI Banca de Inversion.

According to the Bogota-based banker, the country’s approval of a tax overhaul and the ratification of the peace agreement with the Farc guerrilla group, coupled with the gradual decrease of the domestic inflation rate and the stabilization of the currency exchange rate against the US dollar, have reduced the volatility that prevented investors from striking deals in 2016.

Excluding the Colombian government’s US$4.67bn sale of its majority stake in hydroelectric power operator Isagen [BVC: ISAGEN] to Canada’s Brookfield Asset Management [NYSE: BAM] in January 2016, Garavito said he expects deal valuation in H1 2017 to be higher than in H1 2016.

The proposed sale of public telecom provider Empresa de Telecomunicaciones de Bogota [BVC: ETB] and SaludCoop, the managed-care operator in liquidation, will probably be the two biggest transactions in Colombia in H1 2017, said the banker.

The divestment of the City of Bogota’s 20% stake in local energy conglomerate Empresa de Energia de Bogota (BVC: EEB) is also expected to close in H1 2017, said Jaime Trujillo, chair of Baker & McKenzie’s Latin America M&A practice.

The country’s Oil & Gas sector, in contrast, is not expected to record many deals, said Melesia Kasha of Kapital Financial Services. “There are too many assets on sale and not enough investors willing to buy,” said Kasha. Ecopetrol [NYSE: EC], for example, in June launched an auction to sell 17 onshore fields, but so far has managed to sell only six of them.

Mexico M&A decisions in Mexico—which have been on standby since the start of the US

presidential election— will continue to be postponed until the Trump administration sends a clear message on its policies for US-Mexico economic relations, said Martin Plettner, a senior banker at Pablo Rion.

“Some investors will just wait for more stability to make final decisions on investments,” added Ricardo Pedroza, an M&A lawyer at White & Case in Mexico.

Meanwhile, Mexican companies with great dependence on imports are expected to be more reluctant to cede equity due to the negative impact of currency exchange on their profit margins, said Leopoldo Burillo, managing partner at Fimecap.

Companies catering to the domestic market may also avoid engaging in M&A as they are likely to struggle to maintain their financial performance as Mexico’s economic activity tends to decelerate, noted Burillo. From a buyer’s perspective, however, such a scenario presents good acquisition opportunities for bidders hunting for financially troubled companies, Burillo added.

Domestic M&A could gain traction in 2017 as companies in a good financial position may seek to buy local peers to reduce their dependence on imports and limit their exposure to currency volatility, said Eduardo Torres, a lawyer at EY.

Alejandro Ortega, M&A advisor at KPMG, noted that Mexican conglomerates and large companies may also look for buys in other Latin American countries as a way to counterbalance the slowdown of the local economy and the potential impacts of a Trump administration.

When it comes to outbound M&A, Ortega believes that the Mexican real estate industry will continue to receive money from foreign investors in 2017.

by Bruna Maria Carrion, Carlos Martinez and Sheky Espejo


63

LATIN AMERICATOP 15 ANNOUNCED DEALS FOR YEAR ENDING 31 DECEMBER 2016(BASED ON THE DOMINANT LOCATION OF THE TARGET)

Announced Date


02-Sep-16 P State Grid Corporation of China CPFL Energia SA Energy, Mining, Oil & Gas Camargo Correa SA; Caixa de Previdencia dos Funcionarios do Banco do Brasil; and Energia Sao Paulo Fundo de Investimento em Acoes

12,406

23-Sep-16 P A consortium led by Brookfield Infrastructure Partners LP

Nova Transportadora do Sudeste SA (90% stake)

Energy, Mining, Oil & Gas Petroleo Brasileiro SA 5,200

13-Jan-16 C Brookfield Renewable Energy Partners LP

Isagen SA (57.61% stake) Energy, Mining, Oil & Gas Government of Colombia 4,671

05-Jul-16 P El Puerto de Liverpool SAB de CV Ripley Corp SA Consumer Inversiones R Matriz Limitada 2,954

19-Dec-16 P The Mosaic Company Vale Fertilizantes SA Industrials, Manufacturing & Engineering

Vale SA 2,760

19-Feb-16 P BM&FBovespa SA Cetip SA Financial Services 2,602

29-Jul-16 C Statoil Brasil Oleo & Gas Ltda Block BM-S-8 (66% stake) Energy, Mining, Oil & Gas Petroleo Brasileiro SA 2,500

21-Dec-16 P Total SA Petroleo Brasileiro SA (Oil fields and thermal plants)

Energy, Mining, Oil & Gas Petroleo Brasileiro SA 2,200

08-Jul-16 P Kroton Educacional SA Estacio Participacoes SA Business Services 1,730

28-Apr-16 C China Molybdenum Co Ltd Anglo American Plc (Niobium and phosphate business in Brazil)

Energy, Mining, Oil & Gas Anglo American Plc 1,700

08-Aug-16 C Vinci SA Lamsac Business Services Investimentos e Participacoes em Infra-Estrutura SA

1,606

13-Sep-16 C Enersis Americas SA Endesa Americas SA (40.02% stake) Energy, Mining, Oil & Gas 1,479

10-Oct-16 C China Three Gorges Corporation Geracao Paranapanema SA Energy, Mining, Oil & Gas Duke Energy Corporation 1,200

10-Oct-16 C ISQ Global Infrastructure Fund Duke Energy Corporation (LatAm business excluding Brazil)

Energy, Mining, Oil & Gas Duke Energy Corporation 1,200

14-Mar-16 C DBTRANS SA Servicos e Tecnologia de Pagamentos SA Industrials, Manufacturing & Engineering

Companhia de Concessoes Rodoviarias; Capital International Inc; Arteris SA; Raizen Energia Participacoes SA; Ivan Correa de Toledo Filho (Private investor); and GSMP SA

1,132




Financial Services

Business Services

Consumer


TMT

Leisure

Transportation


Construction

Real Estate

Agriculture

Defense

0.9%

10.1%

6.6%

12.4%

2.7%

0.4%3.8%

1.1%0.7%

3.2%

51.6%

6.5%

14.1%

9.5%

15.5%

7.9%

15.5%

11.7%

3.1%

6.2%

8.0%

4.6%

1.3%2.6%

VALUE VOLUME


64

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

0

20

40

60

80

100

120

140

160

180

200

220


2010 2011 2012 2013 2014 2015 2016

Valu

e (U

S$m

)

Volu

me


VALUE VOLUME


VALUE VOLUME

0

20

40

60

80

100

120

140

160

180

2016201520142013201220112010

9.2

13.7

17.7

25.8

17.6

7.1

17.1

16.0

8.6

27.1

40.8

29.2

13.3

28.2

16.5

13.6

41.4

13.2

18.8

25.3

16.6

16.0

38.9

20.0

37.8

24.1

14.1

38.4

64.8

40.8

31.4

16.1

12.3

19.3

0

100

200

300

400

500

600

700

800

2016201520142013201220112010

265

2

25

222

27

287238

334

37

248

46

331

3945

270

37

322

41

246

248

4033

165

6

52

55

9 2

245

2630

288

3837

10

75

3

6

Valu

e (U

S$bn

)

Volu

me

>$5,001m

$501m - $2,000m

$5m - $250m

$2,001m - $5,000m

$251m - $500m

>$5,001m

$501m - $2,000m

$5m - $250m

$2,001m - $5,000m

$251m - $500m

Value not disclosed

LATIN AMERICAM&A SPLIT BY DEAL SIZE


0

5,000

10,000

15,000

20,000

25,000

30,000

35,000

40,000

45,000

50,000

55,000

60,000

65,000

70,000


2010 2011 2012 2013 2014 2015 2016


65

The financial advisor league tables by value and volume have been run from 01/01/2016 to the 12/31/2016, excluding lapsed and withdrawn deals. The tables are based on advice to a Central and South American bidder, target or vendor. Excludes: Bahamas, Belize, Dominica, French Guyana, Guyana, Haiti, Puerto Rico, Saint Kitts, Surinam, Turks & Caicos, US Virgin Islands.

The legal advisor league tables by value and volume have been run from 01/01/2016 to the 12/31/2016, including lapsed and withdrawn deals. The tables are based on advice to a Central and South American bidder, target or vendor. Excludes: Bahamas, Belize, Dominica, French Guyana, Guyana, Haiti, Puerto Rico, Saint Kitts, Surinam, Turks & Caicos, US Virgin Islands.


Number of Deals

1 7 Santander Global Corporate Banking 31,270 21


3 9 Banco Bradesco BBI 17,861 21


5 6 JPMorgan 16,147 13

6 10 Banco Itau BBA 14,568 32

7 19 Credit Agricole 13,953 12

8 4 Banco BTG Pactual 10,411 19


10 16 Banco Bilbao Vizcaya Argentaria 6,673 11

11 13 Citi 6,641 17




15 23 BNP Paribas 4,154 11


17 30 Barclays 2,033 3

18 22 Lazard 1,943 14

19 17 BR Partners 1,803 10

20 25 BB Banco de Investimento 1,704 2


Number of Deals

1 2 Banco Itau BBA 14,568 322 12 Santander Global Corporate Banking 31,270 213 5 Banco Bradesco BBI 17,861 214 1 Banco BTG Pactual 10,411 195 7 Citi 6,641 176 20 Lazard 1,943 147 13 Credit Suisse 16,413 138 11 JPMorgan 16,147 139 31 Credit Agricole 13,953 12

10 10 Banco Bilbao Vizcaya Argentaria 6,673 1111 16 BNP Paribas 4,154 1112 15 BR Partners 1,803 1013 6 Bank of America Merrill Lynch 20,351 914 17 Deloitte 1,197 915 4 Morgan Stanley 6,471 816 9 Rothschild 5,810 817 21 KPMG 1,024 718 19 UBS Investment Bank 9,624 619 3 Goldman Sachs 5,339 620 8 Deutsche Bank 3,329 6


Number of Deals

1 1 Mattos Filho, Veiga Filho, Marrey Jr e Quiroga Advogados

20,126 51


3 47 Veirano Advogados 13,518 21

4 9 Pinheiro Neto Advogados 12,206 39

5 6 Linklaters 11,379 13

6 23 Baker & McKenzie 10,921 21

7 108 Torys 9,871 2

8 4 Philippi Prietocarrizosa, Ferrero DU & Uria 7,938 17

9 24 Barbosa, Mussnich & Aragao 7,210 21


11 293 Ontier 6,691 2

12 25 Gomez-Pinzon Zuleta Abogados 5,839 9

13 116 Appleby 4,671 1

14 18 Machado Meyer Sendacz e Opice 4,651 30

15 12 Carey y Cia 4,632 11


17 13 White & Case 4,358 9


19 58 Tozzini Freire Teixeira e Silva Advogados 4,193 22

20 85 Lobo & de Rizzo Advogados 3,492 12


Number of Deals

1 2 Mattos Filho, Veiga Filho, Marrey Jr e Quiroga Advogados

20,126 51

2 1 Pinheiro Neto Advogados 12,206 393 4 Souza, Cescon, Barrieu & Flesch Advogados 2,888 324 5 Machado Meyer Sendacz e Opice 4,651 305 9 Tozzini Freire Teixeira e Silva Advogados 4,193 226 21 Veirano Advogados 13,518 217 3 Baker & McKenzie 10,921 218 6 Barbosa, Mussnich & Aragao 7,210 219 17 Philippi Prietocarrizosa, Ferrero DU & Uria 7,938 17

10 7 Demarest 3,407 1511 8 Skadden Arps Slate Meagher & Flom 7,085 1412 22 Rodrigo Elias & Medrano 2,572 1413 12 Creel, Garcia-Cuellar, Aiza y Enriquez 2,268 1414 27 Linklaters 11,379 1315 26 Brigard & Urrutia 1,462 1316 30 Lobo & de Rizzo Advogados 3,492 1217 13 Stocche Forbes Advogados 601 1218 39 Garrigues 561 1219 14 Carey y Cia 4,632 1120 20 Estudio Muniz, Ramirez, Perez-Taiman &

Olaya Abogados3,091 11

LATIN AMERICA FINANCIAL ADVISORS

LEGAL ADVISORS




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68

MERRILL DATASITE CONTACTS

EUROPE AND MIDDLE EAST & AFRICA

Frankfurt; London; Paris

Tel: +44 20 3031 6300

NORTH AMERICA

Andover; Atlanta; Boston; Bothell; Chicago; Dallas; Denver; Grove City; Houston; Irvine; La Mirada; Los Angeles; Minneapolis; New York; Oregon City; Palo Alto; Philadelphia; Sartell; Seattle; St. Cloud; St. Paul; Toronto; Troy; Union; Washington DC

Tel: 888 311 4100

C&S AMERICA

Mexico City

Tel: +52 55 9171 2237

Sao Paulo

Tel: +55 11 3895 8542

ASIA-PACIFIC

Chennai; Coimbatore; Hong Kong; Shenzhen; Singapore

Tel: +44 20 3031 6300


69

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

NOTES

The following notes pertain to data contained in this publication:

• Deals are included where the deal value is greater than or equal to US$5m.

• Where no deal value has been disclosed, deals are included if the turnover of the target is greater than or equal to US$10m.

• Americas = North America and Latin America.

• Activity Tables and League Tables under each industry section are based on the dominant geography of either target, bidder or seller being North America and Latin America.

• The list of Top Deals and the data underlying the League Tables are based on deals where the bidder, target or parent of either is North American or Latin American.

• Industry section charts and graphs are based on the dominant geography being North America or Latin America.

• Geographic section charts and graphs are based on the dominant target geography.

• Transactions exclude property transactions and restructurings where the ultimate shareholders’ interests are not changed.

State Abbr. Region

New Jersey NJ Mid-Atlantic

New York NY Mid-Atlantic

Pennsylvania PA Mid-Atlantic

Illinois IL Midwest

Indiana IN Midwest

Iowa IA Midwest

Kansas KS Midwest

Michigan MI Midwest

Minnesota MN Midwest

Missouri MO Midwest

Nebraska NE Midwest

North Dakota ND Midwest

Ohio OH Midwest

South Dakota SD Midwest

Wisconsin WI Midwest

Connecticut CT New England

Maine ME New England

State Abbr. Region

Massachusetts MA New England

New Hampshire NH New England

Rhode Island RI New England

Vermont VT New England

Alabama AL South

Arkansas AR South

Delaware DE South

District of Columbia DC South

Florida FL South

Georgia GA South

Kentucky KY South

Louisiana LA South

Maryland MD South

Mississippi MS South

North Carolina NC South

Oklahoma OK South

South Carolina SC South

State Abbr. Region

Tennessee TN South

Texas TX South

Virginia VA South

West Virginia WV South

Alaska AK West

Arizona AZ West

California CA West

Colorado CO West

Hawaii HI West

Idaho ID West

Montana MT West

Nevada NV West

New Mexico NM West

Oregon OR West

Utah UT West

Washington WA West

Wyoming WY West

70

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

Remark is part of The Mergermarket Group, a division of the Financial Times Group. To find out more, please visit www.mergermarket.com/remark/ or www.mergermarket.com/events/

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

Erik Wickman Global Managing Director, Remark Tel: +1 212 686 3329 [email protected]

Lana Vilner Head of Research, Americas Tel: +1 646 378 3151 [email protected]

Ilene Friedland Content Development Editor, Americas Mergermarket & Dealreporter Tel: +1 323 272 4445 [email protected]

ABOUT REMARK

71

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Published by: Mergermarket 330 Hudson St., 4th Floor New York, NY 10013 Tel: +1 212 686 5606 www.mergermarket.com

This publication contains general information and is not intended to be comprehensive nor to provide financial, investment, legal, tax or other professional advice or services. This publication is not a substitute for such professional advice or services, and it should not be acted on or relied upon or used as a basis for any investment or other decision or action that may affect you or your business. Before taking any such decision you should consult a suitably qualified professional advisor. Whilst reasonable effort has been made to ensure the accuracy of the information contained in this publication, this cannot be guaranteed and neither Mergermarket nor any of its subsidiaries nor any affiliate thereof or other related entity shall have any liability to any person or entity which relies on the information contained in this publication, including incidental or consequential damages arising from errors or omissions. Any such reliance is solely at the user’s risk.

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