Howard P. Lanser Managing Director Head of Debt Advisory

Transcription

1 M&A Market Analysis December 2015 Global M&A Monthly A Middle-Market Perspective on the Global Mergers & Acquisitions Environment Global Mergers & Acquisitions European Investment Banking Asia Investment Banking Christopher C. McMahon Head of Global M&A cmcmahon@rwbaird.com Brian P. McDonagh Co-Head of Global M&A bmcdonagh@rwbaird.com Howard P. Lanser Head of Debt Advisory hlanser@rwbaird.com David M. Silver Head of European Investment Banking dsilver@rwbaird.com Anthony Siu Head of Asia Investment Banking asiu@rwbaird.com.cn Owen L. Hart ohart@rwbaird.com J. David Cumberland, CFA, M&A Research dcumberland@rwbaird.com Andrew C. Eckert M&A Market Analyst aeckert@rwbaird.com Nicholas R. Sealy European Investment Banking nsealy@rwbaird.com Satoshi Matsumoto of Japan M&A smatsumoto@rwbaird.com

2 In This Issue Page Global M&A Commentary and Deal Statistics... 1 Due to increased large deal activity throughout 2015, the global M&A market has posted a new single-year record for dollar volume. Through November, reported dollar volume climbed 39.4% to $3.68 trillion, in spite of a 3.1% decrease for the deal count. U.S. M&A Commentary and Deal Statistics... 5 The U.S. M&A market established a record for dollar volume in November. Reported dollar volume jumped 97.8% to $369.4 billion, topping the previous monthly peak by almost 40%. Peak volume reflected mega-deal activity (e.g., Pfizer / Allergan), as the number of transactions declined 6.6% to 834, below the LTM average of 965. Europe M&A Commentary and Deal Statistics In November, Europe s M&A market registered higher dollar volume in spite of fewer transactions, continuing a recent trend. The deal total dropped 22.6% to 768, which lagged the LTM mean of 917. However, dollar volume rose 16.3% to $115.3 billion, exceeding the LTM average of $94.1 billion. U.K. Cross-Border M&A Activity Through November, the transaction count in the U.K. was up 5.4% to 2,885, reflecting growth in inbound and domestic M&A. Reported dollar volume soared 89.2% to $515.5 billion, mainly due to much higher inbound volume. Germany Cross-Border M&A Activity Year to date in Germany, the number of deals declined 5.5% to 1,518, due mostly to reduced domestic activity. Dollar volume contracted 27.7% to $112.1 billion, with dramatically lower outbound volume outweighing higher domestic and inbound volume. Asia Commentary and Deal Statistics The M&A market in Asia (ex. Japan) generated higher dollar volume for the ninth straight month. In November, announced dollar volume rose 11.2% to $53.0 billion, trailing the LTM mean of $63.4 billion. The transaction count dipped 2.8% to 454, which was below the LTM average of 559. China M&A Activity and Deal Statistics Through November, the transaction count for China increased 25.3% to 3,314 on significantly higher domestic and outbound activity. Dollar volume expanded 84.4% to $492.2 billion, fueled by substantial growth for domestic and outbound volume. India M&A Activity and Deal Statistics In India, the year-to-date M&A transaction total increased 32.4% to 985, reflecting more domestic and cross-border activity. Announced dollar volume decreased 10.5% to $33.3 billion due to contraction for domestic volume. Japan M&A Activity Year-to-date M&A metrics for Japan were varied. The number of deals edged down 2.7% to 2,151, with lower domestic activity outweighing increased outbound M&A. However, reported dollar volume rose 54.9% to $135.9 billion, powered by greater domestic and cross-border volume. Transaction Spotlight Sale of The Results Companies, LLC to One Equity Partners The Results Companies, LLC, a portfolio company of Clearview Capital, was recently acquired by One Equity Partners. Recent Baird M&A Transactions A summary of Baird s recently announced M&A transactions. Baird U.S. Equity Research Coverage In November, Baird added 8 companies to coverage and now covers 730 companies. These companies have a median and average market capitalization of $3.7 billion and $15.5 billion, respectively. Global Investment Banking Contact List Please refer to Appendix Disclaimers and Other Disclosures on page 31.

3 Global M&A Commentary Due to increased large deal activity throughout 2015, the global M&A market has posted a new single-year record for dollar volume. Through November, reported dollar volume climbed 39.4% to $3.68 trillion, in spite of a 3.1% decrease for the deal count. In the global middle market, the transaction total in the first 11 months of 2015 was up 5.6%, and dollar value rose 5.7%. In November, the global deal total was down 11.7% to 2,237, trailing the last 12 month (LTM) average of 2,670. However, reported dollar volume rose 45.9% to $503.1 billion, setting a single-month record for the second consecutive month. In the middle market, the number of transactions increased 0.6%, and dollar value was 17.6% above the year-ago figure. Although the global economy remains sluggish, forward indicators suggest stabilizing conditions. After posting a nine-month low in September, the global allindustry purchasing managers index (PMI) has increased in each of the past two months. Accelerated growth reflected a four-month high for services, an eight-month peak for manufacturing, a three-month high for new orders, and solid growth in developed markets. The latest composite leading indicator of the Organisation of Economic Co-operation and Development also benefited from stable growth momentum in advanced economies in matching the prior month s level following a series of declines. In addition, the latest quarterly Manpower survey of hiring intentions pointed to better labor market trends in revealing that employers in 39 of 42 countries anticipated workforce additions in Q1 2016, up from employers in 36 countries in the prior survey. In view of lower M&A deal counts over the past three months, further signs of firmer footing for the global economy may be needed for a broad-based pickup in M&A activity. Despite a slowdown for issuance in the global leveraged finance markets, lenders continue to search for opportunities to deploy capital to high quality credits. With credit quality increasingly important, global leveraged loan issuance in November was moderately below the LTM mean, as U.S. activity declined from recent levels while volume in Europe held up well. In both the U.S. and Europe, leverage ratios have dipped from levels seen in the first half of the year; lower leverage reflects reduced 2nd lien issuance, although strength in the unitranche market has been a mitigating factor. In the high yield market, global issuance in November was above October levels while remaining modestly under the LTM average. Near-term conditions are likely to be challenging as markets contend with lackluster economic growth, divergent monetary policies, and geopolitical instability, with the backdrop favoring issuers with stable revenue and margin profiles. The five major indices depicted below averaged a 1.1% gain in November, lifting the mean year-to-date increase to 4.1%. Greater confidence in the economic picture may be required for stock offering activity to return to robust levels. Year to date, the number of M&A transactions valued above $500 million increased 10.8%, and dollar volume for this group rose 49.3%. Large transaction activity has been supported by investor approval of the announcement of major M&A deals. The postannouncement stock moves of U.S. acquirors in $500+ million deals remained positive in the first 11 months of 2015, although increases have fallen short of the record first-day returns of Evidence of investor approval for large deals could motivate more management teams to pursue M&A targets of various sizes in Note: See pages 5, 10, and 16 for specific U.S., Europe, and Asia commentary Relative Performance of Global Market Indices 140% S&P 500 FTSE 100 DAX Hang Seng Nikkei % 120% 110% 21.2% 19.2% 12.6% 100% 90% (5.6%) (5.8%) 80% 12/31/13 2/27/14 4/26/14 6/23/14 8/21/14 10/18/14 12/15/14 2/11/15 4/11/15 6/8/15 8/5/15 10/2/15 11/30/15 Source: Capital IQ. Robert W. Baird & Co. 1

4 Global M&A Activity Global M&A Activity # of Deals Undisclosed # of Deals Middle-Market # of Deals >$1B Deal Value ($ in billions) # of Deals 40,000 30,000 20,000 24,513 28,780 32,875 30,187 25,948 30,673 33,769 33,404 28,638 32,971 30,255 29,329 $4,000 $3,000 $2,000 Deal Value 10,000 $1, Total 24,513 28,780 32,875 30,187 25,948 30,673 33,769 33,404 28,638 32,971 30,255 29,329 # of Deals >$1B # of Deals Middle-Market 12,035 13,290 14,710 13,397 11,302 14,209 14,093 13,240 11,174 13,283 12,002 12,676 # of Deals Undisclosed 12,101 14,987 17,550 16,470 14,405 16,087 19,344 19,806 17,110 19,206 17,816 16,154 Deal Value $2,345 $3,099 $3,383 $2,002 $1,601 $2,029 $1,911 $1,852 $1,843 $2,938 $2,642 $3,682 11/14 11/15 $0 Note: Middle-market transactions defined as those with a disclosed transaction value of less than $1 billion. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs. Global Middle-Market M&A Activity # of Transactions <$100M # of Transactions $100M $499M # of Transactions $500M $1B Deal Value ($ in billions) 15,000 12,035 13,290 14,710 13,397 11,302 14,209 14,093 13,240 11,174 13,283 12,002 12,676 $1,500 # of Deals 10,000 5,000 $1,000 $500 Deal Value # of Transactions Middle-Market 12,035 13,290 14,710 13,397 11,302 14,209 14,093 13,240 11,174 13,283 12,002 12,676 # of Transactions $500M $1B # of Transactions $100M $499M 1,856 2,152 2,406 1,694 1,242 1,721 1,874 1,754 1,817 2,196 1,972 2,090 # of Transactions <$100M 9,866 10,690 11,768 11,397 9,839 12,148 11,873 11,127 8,986 10,670 9,649 10,179 Deal Value $821 $1,006 $1,145 $779 $573 $799 $861 $822 $817 $965 $867 $917 11/14 11/15 $0 Note: Middle-market transactions defined as those with a disclosed transaction value of less than $1 billion. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs. Robert W. Baird & Co. 2

5 Global M&A Deal Statistics ($ in millions) Number of Deals November Deal Value November % Change % Change North America 1, (4.0%) $198,085 $380, % U.S (6.6%) $186,756 $369, % Central / South America % $13,486 $10,101 (25.1%) Europe (22.6%) $99,140 $115, % U.K % $37,588 $58, % Germany (9.8%) $16,723 $4,562 (72.7%) Africa / Middle East % $24,219 $3,619 (85.1%) Asia-Pacific (ex. Japan) (2.8%) $47,692 $53, % China % $36,321 $41, % India (8.3%) $4,725 $2,200 (53.4%) Japan (5.9%) $7,378 $18, % Global Total 2,533 2,237 (11.7%) $344,788 $503, % Note: Global Total will not equal the sum of the individual regions listed above, as cross-border transactions are reflected in both the target s and acquiror s respective regions. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs. ($ in millions) Number of Deals Deal Value % Change % Change North America 12,321 12,152 (1.4%) $1,554,169 $2,303, % U.S. 10,981 10,769 (1.9%) $1,462,068 $2,192, % Central / South America 1, (3.4%) $94,193 $51,183 (45.7%) Europe 11,295 10,002 (11.4%) $872,985 $1,042, % U.K. 2,737 2, % $272,481 $515, % Germany 1,606 1,518 (5.5%) $155,049 $112,071 (27.7%) Africa / Middle East % $61,263 $92, % Asia-Pacific (ex. Japan) 5,266 6, % $408,299 $648, % China 2,644 3, % $266,935 $492, % India % $37,248 $33,348 (10.5%) Japan 2,211 2,151 (2.7%) $87,700 $135, % Global Total 30,255 29,329 (3.1%) $2,642,108 $3,682, % as of November 30. Note: Global Total will not equal the sum of the individual regions listed above, as cross-border transactions are reflected in both the target s and acquiror s respective regions. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs. Robert W. Baird & Co. 3

6 Global Middle-Market M&A Deal Statistics ($ in millions) Number of Deals November Deal Value November % Change % Change North America % $36,340 $38, % U.S % $31,362 $36, % Central / South America % $2,337 $3, % Europe (15.8%) $25,506 $30, % U.K % $10,749 $8,598 (20.0%) Germany % $1,415 $3, % Africa / Middle East % $3,015 $3, % Asia-Pacific (ex. Japan) % $23,501 $32, % China % $15,166 $23, % India (10.7%) $1,689 $2, % Japan (7.4%) $4,410 $3,093 (29.9%) Global Total 1,054 1, % $81,191 $95, % Note: Global Total will not equal the sum of the individual regions listed above, as cross-border transactions are reflected in both the target s and acquiror s respective regions. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs. ($ in millions) Number of Deals Deal Value % Change % Change North America 4,076 4, % $399,885 $389,255 (2.7%) U.S. 3,402 3, % $359,413 $352,794 (1.8%) Central / South America (18.9%) $36,042 $23,520 (34.7%) Europe 3,358 3,167 (5.7%) $275,472 $271,817 (1.3%) U.K. 1,020 1, % $91,766 $102, % Germany % $33,558 $42, % Africa / Middle East % $22,500 $31, % Asia-Pacific (ex. Japan) 3,644 4, % $210,656 $296, % China 2,098 2, % $126,200 $221, % India % $14,292 $20, % Japan (5.4%) $47,914 $41,260 (13.9%) Global Total 12,002 12, % $866,835 $916, % as of November 30. Note: Global Total will not equal the sum of the individual regions listed above, as cross-border transactions are reflected in both the target s and acquiror s respective regions. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs. Robert W. Baird & Co. 4

7 U.S. M&A Commentary RECORD MONTH FOR DOLLAR VOLUME The U.S. M&A market established a record for dollar volume in November. Reported dollar volume jumped 97.8% to $369.4 billion, topping the previous monthly peak by almost 40%. Peak volume reflected mega-deal activity (e.g., Pfizer / Allergan), as the number of transactions declined 6.6% to 834, below the LTM average of 965. In the U.S. middle market, the number of deals increased 13.7%, and dollar value was up 16.0%. Recent updates were a mixed bag regarding the state of the U.S. economy. The Institute for Supply Management (ISM) manufacturing index for November contracted for the first time in three years, with manufacturers attributing weakness to the strong dollar, slower growth for overseas trading partners, and lower oil prices. The ISM services index remained solidly in growth territory but decelerated to a sixmonth low. News was more encouraging in the labor market: November payroll additions above expectations, positive revisions to September-October data, the lowest unemployment rate in seven years, and a 14-month low for planned layoffs. In its latest beige book for economic activity into November, the Federal Reserve noted a modest pace of growth, including increased consumer spending in nearly all districts. The Fed is widely expected to raise benchmark interest rates with its mid-december meeting based on greater confidence in the health of the U.S. economy. The current theme of the U.S. leveraged finance market is that credit quality matters. A flight to credit quality is underway with the market facing issues ranging from Fed rate hikes, mixed economic indicators, and geopolitical instability, as lower quality credits struggle to complete deals while high quality credits are still getting done at relatively solid spreads and terms. New issue activity in the leveraged loan market during November was 24% below the LTM mean. Cracks have appeared in the 2nd lien market, where pricing has spiked 150+ bps since the summer. With 2nd lien acting as the backbone of many LBOs over the past three years, higher rates and a disappearing institutional investor base have started to impact leverage levels; most 2nd lien deals are being clubbed. The U.S. high yield market perked up on a relative basis in November, which registered a sixmonth high for volume after weak issuance in the prior four months. After higher spreads/yields helped pull $6.8 billion into leveraged finance funds in October, funds experienced negative flows of $3.3 billion in November, bringing year-to-date net outflows to $10.4 billion and underscoring the importance of fund flows for M&A financings. Overall, the high yield market is expected to struggle to remain on firm ground through the balance of the year. The U.S. equity markets ended November slightly higher for the month, including the S&P 500 up 0.1%. With the year-to-date return (+1.0%) still near flat, IPO and follow-on offering activity in November remained below 2015 s monthly average. U.S. M&A Activity In the U.S. M&A market, the deal count for November was 834, 6.6% below the year-ago figure and under the LTM average of 965. Dollar volume of $369.4 billion registered a new monthly record, spiking 97.8% on a year-over-year basis and nearly doubling the LTM average of $191.4 billion. On a year-to-date basis, the number of deals decreased 1.9% to 10,769. Transactions valued below $100 million represented the highest-growth segment, with deal count up 15.6%. Dollar volume rose 50.0% to an all-time high of $2.19 trillion, fueled by billion-dollar-plus deal volume (+66.9%). For the LTM period, the number of announced transactions was down 1.9% to 11,581. Dollar volume expanded 48.7% to $2.30 trillion. U.S. Middle-Market Activity In the U.S. middle market, the number of transactions announced in November rose 13.7% to 308, which lagged the LTM average of 336. Dollar volume was up 16.0% to $36.4 billion, above the LTM mean of $32.4 billion. In the first 11 months of 2015, the deal count grew 9.7% to 3,733. Dollar volume edged down 1.8% to $352.8 billion. For the LTM period, the number of transactions increased 10.0% to 4,027. Dollar volume dipped 0.7% to $388.7 billion. In the middle market, the median EBITDA transaction multiple for the LTM period ended in November was 8.5x. The median valuation during the last six months (June through November) was 9.7x, above the median of 8.5x during the prior six months (December 2014 through May 2015). Robert W. Baird & Co. 5

8 U.S. M&A Activity U.S. M&A Activity # of Deals Undisclosed # of Deals Middle-Market # of Deals >$1B Deal Value ($ ($ in in billions) # of Deals 14,000 12,000 10,000 8,000 6,000 4,000 2, ,938 11,116 11,721 9,608 7, Total 8,938 11,116 11,721 9,608 7,960 11,198 11,892 13,272 10,345 11,793 10,981 10,769 # of Deals >$1B # of Deals Middle-Market 3,850 3,867 3,636 3,596 3,313 5,399 4,567 4,427 3,012 3,696 3,402 3,733 # of Deals Undisclosed 4,907 7,014 7,793 5,897 4,555 5,623 7,168 8,655 7,158 7,846 7,352 6,763 Deal Value $1,159 $1,457 $1,494 $776 $767 $947 $992 $894 $865 $1,567 $1,462 $2,193 11,198 11,892 13,272 10,345 11,793 10,981 10,769 11/14 11/15 $2,800 $2,400 $2,000 $1,600 $1,200 $800 $400 $0 Deal Value Note: Middle-market transactions defined as those with a disclosed transaction value of less than $1 billion. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs. U.S. Middle-Market M&A Activity # of Transactions <$100M # of Transactions $100M $499M # of Transactions $500M $1B Deal Value ($ ($ in billions) 6,000 5,399 $500 # of Deals 4,500 3,000 1,500 3,850 3,867 3,636 3,596 3,313 4,567 4,427 3,012 3,696 3,402 3,733 $400 $300 $200 $100 Deal Value # of Transactions Middle-Market 3,850 3,867 3,636 3,596 3,313 5,399 4,567 4,427 3,012 3,696 3,402 3,733 # of Transactions $500M $1B # of Transactions $100M $499M # of Transactions <$100M 2,914 2,826 2,557 2,880 2,810 4,535 3,656 3,537 2,138 2,616 2,414 2,791 Deal Value $350 $401 $421 $277 $194 $342 $347 $346 $326 $395 $359 $353 11/14 11/15 $0 Note: Middle-market transactions defined as those with a disclosed transaction value of less than $1 billion. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs. Robert W. Baird & Co. 6

9 U.S. Middle-Market M&A Deal Statistics Number of Deals Deal Value % Change ($ in millions) % Change November November <$100M % <$100M $4,353 $5, % $100M-$499M % $100M-$499M $15,633 $19, % $500M-$1,000M % $500M-$1,000M $11,376 $12, % Total Middle Market % Total Middle Market $31,362 $36, % Monthly Average % Monthly Average $32,590 $32,392 (0.6%) >$1,000M % >$1,000M $155,394 $333, % Undisclosed (17.4%) Undisclosed ** ** ** Total (6.6%) Total $186,756 $369, % Monthly Average (1.9%) Monthly Average $128,733 $191, % <$100M 2,414 2, % <$100M $56,412 $65, % $100M-$499M (5.0%) $100M-$499M $182,689 $172,526 (5.6%) $500M-$1,000M (2.9%) $500M-$1,000M $120,313 $114,778 (4.6%) Total Middle Market 3,402 3, % Total Middle Market $359,413 $352,794 (1.8%) >$1,000M % >$1,000M $1,102,654 $1,840, % Undisclosed 7,352 6,763 (8.0%) Undisclosed ** ** ** Total 10,981 10,769 (1.9%) Total $1,462,068 $2,192, % LTM LTM <$100M 2,589 2, % <$100M $61,408 $71, % $100M-$499M (3.6%) $100M-$499M $199,181 $191,286 (4.0%) $500M-$1,000M (3.7%) $500M-$1,000M $130,493 $125,846 (3.6%) Total Middle Market 3,662 4, % Total Middle Market $391,082 $388,705 (0.6%) >$1,000M % >$1,000M $1,153,709 $1,908, % Undisclosed 7,902 7,257 (8.2%) Undisclosed ** ** ** Total 11,810 11,581 (1.9%) Total $1,544,791 $2,297, % and LTM as of November 30. Note: Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs. and LTM as of November 30. Note: Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs. U.S. Middle-Market Enterprise Value to Median EBITDA, EBIT, and Revenue Multiples Transaction Size LTM 2015 EV/EBITDA <$100M 9.2x 8.1x 8.5x 7.8x 7.0x 7.0x 8.3x 7.0x 7.4x 8.1x 6.7x $100M-$499M 9.9x 9.2x 11.2x 11.1x 8.1x 10.1x 9.3x 9.3x 9.9x 9.9x 9.8x $500M-$1B 10.1x 12.0x 10.8x 10.6x 7.8x 9.0x 9.9x 10.5x 8.4x 9.9x 10.7x Middle-Market 9.7x 9.2x 9.9x 9.5x 7.6x 8.6x 9.2x 8.4x 8.7x 9.2x 8.5x EV/EBIT <$100M 10.8x 10.0x 10.8x 10.1x 7.8x 10.3x 11.3x 10.3x 12.5x 11.4x 11.1x $100M-$499M 13.5x 13.3x 14.5x 13.7x 11.0x 12.2x 12.8x 13.0x 13.7x 13.1x 12.9x $500M-$1B 13.8x 17.0x 16.1x 13.7x 13.6x 13.4x 12.9x 13.8x 13.6x 13.0x 17.1x Middle-Market 12.4x 12.5x 12.8x 11.6x 9.7x 11.3x 12.1x 11.9x 12.5x 12.5x 12.3x EV/Revenue <$100M 0.95x 0.96x 0.92x 0.91x 0.80x 0.94x 1.00x 0.81x 0.83x 0.88x 1.04x $100M-$499M 1.31x 1.24x 1.27x 1.30x 1.22x 1.24x 1.39x 1.36x 1.43x 1.40x 1.48x $500M-$1B 1.55x 1.69x 1.51x 1.42x 1.46x 1.56x 1.04x 1.23x 1.36x 1.59x 1.72x Middle-Market 1.10x 1.08x 1.01x 1.00x 0.90x 1.07x 1.14x 1.00x 1.01x 1.10x 1.18x Source: Capital IQ and Robert W. Baird & Co. Incorporated M&A Market Analysis. Median multiples are calculated using deals for which meaningful data is available. LTM as of November 30. Note: Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs. Robert W. Baird & Co. 7

10 U.S. Middle-Market M&A Deal Statistics 45.0% 40.0% 35.0% 30.0% 25.0% 20.0% U.S. Middle-Market Median Acquisition Premiums 1-Week Premium 4-Week Premium 15.0% LTM Week Premium 24.7% 25.0% 23.8% 30.6% 36.4% 32.9% 34.1% 37.2% 25.7% 29.1% 28.9% 4-Week Premium 32.3% 28.6% 25.7% 31.1% 37.1% 36.9% 34.3% 37.5% 30.3% 30.4% 29.7% LTM as of November 30. Note: Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs. U.S. Middle-Market Transaction Composition Strategic vs. Sponsor Deal Value 100.0% Strategic Sponsor % of Deal Value 80.0% 60.0% 40.0% 20.0% 0.0% /14 11/15 Sponsor 23.3% 23.7% 24.7% 22.5% 19.6% 20.3% 18.3% 19.8% 19.4% 20.2% 21.2% 19.5% Strategic 76.7% 76.3% 75.3% 77.5% 80.4% 79.7% 81.7% 80.2% 80.6% 79.8% 78.8% 80.5% Note: Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs. % of Deals 100.0% 80.0% 60.0% 40.0% 20.0% U.S. Middle-Market M&A Payment Method by Number of Deals Cash Stock Cash/Stock 0.0% /14 11/15 Cash/Stock 7.6% 5.3% 7.4% 5.0% 3.7% 2.8% 4.8% 3.9% 5.5% 6.3% 6.4% 6.3% Stock 6.7% 4.6% 4.7% 4.8% 5.4% 3.2% 3.6% 3.1% 3.7% 4.3% 4.2% 4.2% Cash 85.7% 90.1% 87.9% 90.1% 90.9% 93.9% 91.6% 92.9% 90.8% 89.4% 89.5% 89.6% Note: Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs. Robert W. Baird & Co. 8

11 U.S. Cross-Border M&A Activity U.S. Inbound and Outbound M&A Activity Inbound M&A Outbound M&A Inbound Deal Value Outbound Deal Value ($ in billions) # of Deals 2,000 1,500 1, ,528 1,506 1,424 1,247 1,292 1,291 1,023 1,048 1,875 1,678 1,565 1,550 1,552 1,314 1,320 1,373 1,401 1,137 1,258 1,044 1, $450 $375 $300 $225 $150 $75 Deal Value LTM 2015 Inbound M&A 1,023 1,247 1,424 1, ,137 1,314 1,320 1,037 1,258 1,401 Outbound M&A 1,048 1,292 1,528 1,506 1,044 1,565 1,875 1,550 1,373 1,552 1,678 Inbound Deal Value $120 $196 $327 $177 $81 $189 $138 $168 $122 $248 $425 Outbound Deal Value $98 $109 $176 $93 $79 $113 $159 $111 $138 $183 $198 $0 LTM as of November 30. Note: Inbound M&A represents U.S. target/non-u.s. acquiror; Outbound M&A represents non-u.s. target/u.s. acquiror. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs. Top 10 U.S. Target Industries Acquired by Non-U.S. Companies - Top 10 Non-U.S. Acquirors of U.S. Targets - Top 10 Non-U.S. Target Industries Acquired by U.S. Companies Industry # of Deals Country # of Deals Industry # of Deals 1. Technology Canada Technology Healthcare United Kingdom Professional Services Professional Services Japan Healthcare Real Estate/Property China Finance Mining Germany Machinery Food & Beverage France Real Estate/Property Construction/Building Australia Consumer Products Consumer Products Switzerland Telecommunications Finance India Chemicals Machinery Singapore Transportation 39 as of November 30. Note: Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs. Robert W. Baird & Co. 9

12 Europe M&A Commentary In November, Europe s M&A market registered higher dollar volume in spite of fewer transactions, continuing a recent trend. The deal total dropped 22.6% to 768, which lagged the LTM mean of 917. However, dollar volume rose 16.3% to $115.3 billion, exceeding the LTM average of $94.1 billion. In Europe s middle market, the number of transactions fell 15.8%, while dollar value increased 17.7%. Year to date, the transaction total dropped 11.4%, reflecting year-over-year declines in each of the past eight months. Dollar volume climbed 19.4% through November. In the middle market, the number of deals was down 5.7% in the first 11 months of the year, and dollar value dipped 1.3%. The latest economic news demonstrated evidence of the ongoing economic recovery in Europe despite continued headwinds. The composite PMI for euro zone activity increased for the second consecutive month, with November s reading nearly the highest in the past four-plus years, reflecting growth throughout the euro zone. In the U.K. during November, the manufacturing PMI decelerated from the 17-month high of October, while the services PMI showed the fastest growth in four months. Also of note, the Economic Sentiment Indicator of the European Union for November significantly exceeded the LTM average and was just below the four-year peak attained in October. Furthermore, euro area unemployment fell for the fourth straight month in dropping to the lowest rate since January The European Central Bank noted a broader base for the economic rebound in keeping much of its monetary policy powder dry when recently announcing relatively modest stimulus measures. In Europe, the median EBITDA transaction multiple was 8.6x for the LTM period ended in November. The median valuation during the last six months (June through November) was 9.1x, above the 8.1x median figure during the preceding six months (December 2014 through May 2015). Through November, the transaction count in the U.K. was up 5.4% to 2,885, reflecting growth in inbound and domestic M&A. Reported dollar volume soared 89.2% to $515.5 billion, mainly due to much higher inbound volume. In the first 11 months of 2015, the middle-market deal count in the U.K. increased 5.1% to 1,072, and dollar volume was up 11.8% to $102.6 billion. Year to date in Germany, the number of deals declined 5.5% to 1,518, due mostly to reduced domestic activity. Dollar volume contracted 27.7% to $112.1 billion, with dramatically lower outbound volume outweighing higher domestic and inbound volume. In Germany s middle market, the transaction count for January-November was up 27.6% to 375. Dollar volume over this period increased 26.3% to $42.4 billion. Europe M&A Activity # of Deals 14,000 12,000 10,000 8,000 6,000 4,000 2,000 0 # of Deals Undisclosed # of Deals Middle-Market # of Deals >$1B Deal Value 9,803 10,719 12,170 11,966 10, Total 9,803 10,719 12,170 11,966 10,330 10,932 12,461 11,299 9,905 12,300 11,295 10,002 # of Deals >$1B # of Deals Middle-Market 4,195 4,566 4,744 3,976 2,862 3,144 3,521 3,043 2,634 3,737 3,358 3,167 # of Deals Undisclosed 5,432 5,950 7,144 7,818 7,377 7,653 8,808 8,135 7,139 8,394 7,782 6,687 Deal Value $954 $1,333 $1,631 $974 $489 $686 $629 $605 $619 $960 $873 $1,042 10,932 12,461 11,299 9,905 12,300 11,295 11/14 10,002 11/15 ($ in billions) $2,000 $1,500 $1,000 $500 $0 Deal Value Note: Middle-market transactions defined as those with a disclosed transaction value of less than $1 billion. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs. Robert W. Baird & Co. 10

13 Europe Middle-Market M&A Deal Statistics Number of Deals Deal Value % Change ($ in millions) % Change November November <$100M (22.1%) <$100M $3,789 $3, % $100M-$499M (8.1%) $100M-$499M $15,821 $13,546 (14.4%) $500M-$1,000M % $500M-$1,000M $5,896 $12, % Total Middle Market (15.8%) Total Middle Market $25,506 $30, % Monthly Average (1.4%) Monthly Average $25,121 $25, % >$1,000M (23.5%) >$1,000M $73,634 $85, % Undisclosed (25.9%) Undisclosed ** ** ** Total (22.6%) Total $99,140 $115, % Monthly Average 1, (8.6%) Monthly Average $77,502 $94, % <$100M 2,616 2,431 (7.1%) <$100M $42,050 $42, % $100M-$499M (3.3%) $100M-$499M $140,406 $131,005 (6.7%) $500M-$1,000M % $500M-$1,000M $93,016 $98, % Total Middle Market 3,358 3,167 (5.7%) Total Middle Market $275,472 $271,817 (1.3%) >$1,000M (4.5%) >$1,000M $597,513 $770, % Undisclosed 7,782 6,687 (14.1%) Undisclosed ** ** ** Total 11,295 10,002 (11.4%) Total $872,985 $1,042, % LTM LTM <$100M 2,787 2,729 (2.1%) <$100M $45,540 $49, % $100M-$499M (0.6%) $100M-$499M $153,473 $147,952 (3.6%) $500M-$1,000M % $500M-$1,000M $102,434 $105, % Total Middle Market 3,596 3,546 (1.4%) Total Middle Market $301,447 $302, % >$1,000M (1.8%) >$1,000M $628,583 $826, % Undisclosed 8,277 7,299 (11.8%) Undisclosed ** ** ** Total 12,038 11,007 (8.6%) Total $930,030 $1,129, % and LTM as of November 30. Note: Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs. and LTM as of November 30. Note: Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs. Europe Middle-Market Enterprise Value to Median EBITDA, EBIT, and Revenue Multiples Transaction Size LTM 2015 EV/EBITDA <$100M 7.4x 7.4x 8.2x 6.8x 6.2x 6.6x 7.3x 6.8x 6.7x 7.8x 7.5x $100M-$499M 10.0x 10.0x 11.0x 9.6x 7.7x 8.1x 8.7x 9.2x 8.3x 9.3x 9.9x $500M-$1B 10.2x 10.2x 10.8x 9.6x 11.2x 8.9x 9.5x 8.1x 9.4x 9.6x 11.0x Middle-Market 8.5x 8.8x 9.5x 7.8x 7.4x 7.5x 8.0x 7.7x 7.5x 8.2x 8.6x EV/EBIT <$100M 9.2x 8.5x 9.2x 8.1x 7.6x 7.4x 9.0x 7.7x 7.8x 9.4x 8.6x $100M-$499M 13.4x 13.8x 13.5x 11.1x 10.2x 10.6x 11.5x 13.1x 12.0x 12.4x 13.6x $500M-$1B 15.6x 15.1x 12.4x 12.4x 15.7x 12.8x 13.3x 10.3x 12.0x 12.7x 15.6x Middle-Market 11.6x 10.7x 10.9x 9.3x 9.1x 8.6x 10.8x 9.5x 10.0x 10.6x 11.4x EV/Revenue <$100M 0.74x 0.81x 0.78x 0.78x 0.63x 0.71x 0.74x 0.73x 0.73x 0.87x 0.92x $100M-$499M 1.18x 1.29x 1.32x 1.12x 0.92x 1.09x 1.21x 1.29x 1.33x 1.34x 1.42x $500M-$1B 1.29x 1.74x 1.37x 1.63x 1.68x 1.43x 1.44x 1.33x 1.60x 1.30x 1.35x Middle-Market 0.89x 0.92x 0.87x 0.86x 0.69x 0.82x 0.85x 0.87x 0.92x 0.98x 1.00x Source: Capital IQ and Robert W. Baird & Co. Incorporated M&A Market Analysis. Median multiples are calculated using deals for which meaningful data is available. LTM as of November 30. Note: Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs. Robert W. Baird & Co. 11

14 Europe Middle-Market M&A Deal Statistics 40.0% 35.0% 30.0% 25.0% 20.0% 15.0% Europe Middle-Market Median Acquisition Premiums 1-Week Premium 4-Week Premium 10.0% LTM Week Premium 17.7% 18.4% 15.9% 23.1% 31.2% 23.7% 27.4% 30.5% 28.2% 28.3% 23.9% 26.9% 4-Week Premium 21.9% 23.5% 21.4% 27.6% 33.3% 30.9% 30.5% 33.3% 36.7% 30.6% 26.9% 30.8% LTM as of November 30. Note: Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs. Europe Middle-Market Transaction Composition Strategic vs. Sponsor Deal Value 100.0% Strategic Sponsor % of Deal Value 80.0% 60.0% 40.0% 20.0% 0.0% /14 11/15 Sponsor 21.1% 18.7% 19.4% 19.1% 13.7% 20.3% 19.6% 17.8% 23.6% 21.3% 21.6% 21.7% Strategic 78.9% 81.3% 80.6% 80.9% 86.3% 79.7% 80.4% 82.2% 76.4% 78.7% 78.4% 78.3% Note: Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs. % of Deals 100.0% 80.0% 60.0% 40.0% 20.0% Europe Middle-Market M&A Payment Method by Number of Deals Cash Stock Cash/Stock 0.0% /14 11/15 Cash/Stock 4.6% 3.9% 4.7% 3.6% 3.3% 3.5% 3.1% 2.7% 3.1% 2.4% 2.4% 2.5% Stock 4.3% 3.8% 3.3% 3.1% 5.6% 4.9% 3.7% 2.8% 2.8% 2.1% 2.2% 2.4% Cash 91.1% 92.3% 92.0% 93.4% 91.1% 91.5% 93.2% 94.4% 94.2% 95.5% 95.4% 95.1% Note: Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs. Robert W. Baird & Co. 12

15 Europe Cross-Border M&A Activity Europe Inbound and Outbound M&A Inbound M&A Outbound M&A Inbound Deal Value Outbound Deal Value # of Deals 1,500 1, ,328 1,247 1,149 1,190 1,154 1, , ,495 1,399 1,355 1,220 1,244 1,230 1,188 1,118 1,172 1,057 $400 $300 $200 $100 Deal Value LTM 2015 Inbound M&A 900 1,066 1,190 1, ,157 1,355 1,244 1,118 1,399 1,495 Outbound M&A 933 1,149 1,328 1, ,220 1,230 1,057 1,188 1,172 Inbound Deal Value $119 $160 $188 $107 $92 $110 $181 $129 $159 $200 $296 Outbound Deal Value $119 $173 $344 $176 $89 $162 $103 $136 $79 $201 $231 $0 LTM as of November 30. Note: Inbound M&A represents European target/non-european acquiror; Outbound M&A represents non-european target/european acquiror. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs. Top 10 European Target Countries Acquired by Non-European Companies Top 10 European Target Industries Acquired by Non-European Companies Country # of Deals Industry # of Deals 1. United Kingdom Technology Germany Professional Services France Healthcare Spain Real Estate/Property Italy Machinery Netherlands Transportation Switzerland Finance Sweden Telecommunications Ireland Dining & Lodging Belgium Food & Beverage 40 Top 10 Non-European Target Countries Acquired by European Companies Top 10 Non-European Target Industries Acquired by European Companies Country # of Deals Industry # of Deals 1. United States Technology Canada Professional Services Brazil Healthcare Australia Food & Beverage India Construction/Building South Africa Machinery Israel Chemicals Chile Consumer Products Mexico Finance China Mining 33 as of November 30. Note: Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs. Robert W. Baird & Co. 13

16 U.K. Cross-Border M&A Activity U.K. Number of Deals (Domestic/Outbound/Inbound) Domestic M&A Outbound M&A Inbound M&A 4,000 3,000 3,324 3,410 3,766 3,319 2,666 2,738 2,997 2,917 2,612 2,989 2,737 2,885 # of Deals 2,000 1, /14 11/15 Total 3,324 3,410 3,766 3,319 2,666 2,738 2,997 2,917 2,612 2,989 2,737 2,885 Inbound M&A Outbound M&A Domestic M&A 2,028 2,029 2,194 1,924 1,776 1,587 1,634 1,663 1,460 1,625 1,478 1,584 Note: Domestic M&A represents U.K. target/u.k. acquiror; Outbound M&A represents non-u.k. target/u.k. acquiror; Inbound M&A represents U.K. target/non-u.k. acquiror. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs. U.K. Deal Value (Domestic/Outbound/Inbound) ($ in billions) Domestic M&A Outbound M&A Inbound M&A $750 $666 Deal Value $500 $250 $359 $398 $280 $126 $198 $180 $139 $166 $311 $272 $516 $ /14 11/15 Total $359 $398 $666 $280 $126 $198 $180 $139 $166 $311 $272 $516 Inbound M&A $133 $166 $178 $81 $51 $56 $74 $61 $73 $117 $108 $347 Outbound M&A $83 $70 $279 $62 $25 $69 $58 $34 $40 $98 $95 $98 Domestic M&A $143 $162 $209 $137 $50 $73 $48 $44 $53 $96 $69 $71 Note: Domestic M&A represents U.K. target/u.k. acquiror; Outbound M&A represents non-u.k. target/u.k. acquiror; Inbound M&A represents U.K. target/non-u.k. acquiror. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs. Robert W. Baird & Co. 14

17 Germany Cross-Border M&A Activity Germany Number of Deals (Domestic/Outbound/Inbound) Domestic M&A Outbound M&A Inbound M&A 2,500 # of Deals 2,000 1,500 1,000 1,135 1,351 2,020 1,647 1,269 1,284 1,767 1,560 1,398 1,749 1,606 1, /14 11/15 Total 1,135 1,351 2,020 1,647 1,269 1,284 1,767 1,560 1,398 1,749 1,606 1,518 Inbound M&A Outbound M&A Domestic M&A Note: Domestic M&A represents Germany target/germany acquiror; Outbound M&A represents non-germany target/germany acquiror; Inbound M&A represents Germany target/non-germany acquiror. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs. Germany Deal Value (Domestic/Outbound/Inbound) ($ in billions) Domestic M&A Outbound M&A Inbound M&A $300 $250 $253 Deal Value $200 $150 $100 $50 $134 $179 $159 $66 $71 $54 $95 $108 $160 $155 $112 $ /14 11/15 Total $134 $179 $253 $159 $66 $71 $54 $95 $108 $160 $155 $112 Inbound M&A $49 $58 $65 $23 $16 $23 $21 $28 $49 $27 $24 $39 Outbound M&A $38 $57 $118 $36 $25 $33 $19 $36 $15 $89 $88 $23 Domestic M&A $47 $64 $71 $100 $24 $15 $14 $32 $43 $44 $43 $50 Note: Domestic M&A represents Germany target/germany acquiror; Outbound M&A represents non-germany target/germany acquiror; Inbound M&A represents Germany target/non-germany acquiror. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs. Robert W. Baird & Co. 15

18 Asia M&A Commentary The M&A market in Asia (ex. Japan) generated higher dollar volume for the ninth straight month. In November, announced dollar volume rose 11.2% to $53.0 billion, trailing the LTM mean of $63.4 billion. The transaction count dipped 2.8% to 454, which was below the LTM average of 559. In the middle market, the deal total increased 5.7%, and dollar value expanded 36.9%. Year to date through November, the transaction count for Asia (ex. Japan) increased 16.0%, and dollar volume climbed 58.8%. In the middle market, the year-to-date transaction total advanced 19.9%, while dollar value was up 40.9%. Anxiety about the global economy remains centered on conditions in China, which accounts for almost half of M&A deals in Asia (ex. Japan). In November, the official manufacturing PMI for China showed contraction for the fourth consecutive month in falling to the lowest reading in more than three years. The official nonmanufacturing index for November was slightly above October s seven-year low. China s trade activity continued to contract in November, when exports declined for the fifth straight month, and imports fell for a record thirteenth consecutive month. Of note, domestic demand may be stabilizing, as suggested by a lower decline for imports as well as an 11-month high for retail sales growth. Inflation remained subdued at 1.5% in November, leaving China s government the opportunity to announce additional fiscal and monetary stimulus efforts. In China s M&A market, the deal total in November was up 9.0% to 255, which trailed the LTM average of 301. Announced dollar volume increased 13.5% to $41.2 billion, below the LTM mean of $48.4 billion. Through November, the transaction count for China increased 25.3% to 3,314 on significantly higher domestic and outbound activity. Dollar volume expanded 84.4% to $492.2 billion, fueled by substantial growth for domestic and outbound volume. On a year-to-date basis, the deal count in China s middle market was up 27.7% to 2,680. Dollar volume jumped 75.6% to $221.6 billion. In India, the year-to-date M&A transaction total increased 32.4% to 985, reflecting more domestic and cross-border activity. Announced dollar volume decreased 10.5% to $33.3 billion due to contraction for domestic volume. In the first 11 months of 2015, the deal count in India s middle market rose 38.7% to 527. Dollar volume expanded 46.3% to $20.9 billion. Year-to-date M&A metrics for Japan were varied. The number of deals edged down 2.7% to 2,151, with lower domestic activity outweighing increased outbound M&A. However, reported dollar volume rose 54.9% to $135.9 billion, powered by greater domestic and cross-border volume. Asia (ex. Japan) M&A Activity # of Deals Undisclosed # of Deals Middle-Market # of Deals >$1B Deal Value ($ in billions) # of Deals 7,000 6,000 5,000 4,000 3,000 2,000 1, ,015 3,982 5,292 5,486 4, Total 3,015 3,982 5,292 5,486 4,722 5,459 6,055 5,239 5,290 5,867 5,266 6,109 # of Deals >$1B # of Deals Middle-Market 2,124 2,815 3,774 3,718 3,283 3,690 4,107 3,609 3,609 4,096 3,644 4,368 # of Deals Undisclosed 872 1,126 1,479 1,731 1,408 1,715 1,904 1,589 1,632 1,697 1,560 1,641 Deal Value $126 $220 $263 $248 $225 $300 $258 $286 $303 $521 $408 $648 5,459 6,055 5,239 5,290 5,867 5,266 11/14 6,109 11/15 $800 $600 $400 $200 $0 Deal Value Note: Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs. Robert W. Baird & Co. 16

19 China M&A Activity China M&A Activity # of Deals Undisclosed # of Deals Middle-Market # of Deals >$1B Deal Value ($ in billions) # of Deals 4,000 3,000 2,000 1,278 1,709 2,370 2,488 2,336 2,725 2,946 2,418 2,631 2,940 2,644 3,314 $600 $450 $300 Deal Value 1,000 $ Total 1,278 1,709 2,370 2,488 2,336 2,725 2,946 2,418 2,631 2,940 2,644 3,314 # of Deals >$1B # of Deals Middle-Market 957 1,341 1,897 1,951 1,867 2,147 2,343 1,954 2,090 2,351 2,098 2,680 # of Deals Undisclosed Deal Value $56 $87 $107 $143 $139 $142 $142 $158 $183 $356 $267 $492 11/14 11/15 $0 Note: Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs. China Number of Deals (Domestic/Outbound/Inbound) Domestic M&A Outbound M&A Inbound M&A # of Deals 4,000 3,000 2,000 1,278 1,709 2,370 2,488 2,336 2,725 2,946 2,418 2,631 2,940 2,644 3,314 1, /14 11/15 Total 1,278 1,709 2,370 2,488 2,336 2,725 2,946 2,418 2,631 2,940 2,644 3,314 Inbound M&A Outbound M&A Domestic M&A 820 1,152 1,701 1,830 1,794 2,096 2,255 1,894 2,134 2,413 2,170 2,763 Note: Domestic M&A represents China target/china acquiror; Outbound M&A represents non-china target/china acquiror; Inbound M&A represents China target/non-china acquiror. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs. Robert W. Baird & Co. 17

20 China M&A Deal Statistics China Number of Deals Domestic Outbound Inbound Total November Middle Market >$1B Undisclosed Total Middle Market 1,826 2, ,098 2,680 >$1B Undisclosed Total 2,170 2, ,644 3,314 LTM Middle Market 2,055 2, ,359 2,933 >$1B Undisclosed Total 2,430 3, ,955 3,610 and LTM as of November 30. Note: Domestic M&A represents China target/china acquiror; Outbound M&A represents non-china target/china acquiror; Inbound M&A represents China target/non-china acquiror. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs. China Deal Value ($ in millions) Domestic Outbound Inbound Total November Middle-Market $8,936 $19,701 $4,915 $1,664 $1,315 $1,660 $15,166 $23,025 >$1B $17,804 $9,501 $3,351 $8,690 $0 $0 $21,155 $18,192 Total $26,740 $29,202 $8,266 $10,355 $1,315 $1,660 $36,321 $41,217 Middle-Market $97,750 $188,175 $21,898 $27,143 $6,552 $6,279 $126,200 $221,598 >$1B $103,524 $200,493 $32,224 $70,111 $4,987 $0 $140,735 $270,604 Total $201,274 $388,668 $54,123 $97,254 $11,539 $6,279 $266,935 $492,202 LTM Middle-Market $108,739 $202,275 $25,136 $31,063 $7,982 $8,004 $141,858 $241,342 >$1B $107,001 $268,683 $32,224 $71,310 $7,878 $0 $147,103 $339,994 Total $215,740 $470,959 $57,360 $102,373 $15,860 $8,004 $288,961 $581,336 and LTM as of November 30. Note: Domestic M&A represents China target/china acquiror; Outbound M&A represents non-china target/china acquiror; Inbound M&A represents China target/non-china acquiror. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs. Robert W. Baird & Co. 18

21 India M&A Activity India M&A Activity # of Deals 1, # of Deals Undisclosed # of Deals Middle-Market # of Deals >$1B Deal Value ($ in billions) $60 $45 $30 Deal Value 250 $ Total # of Deals >$1B # of Deals Middle-Market # of Deals Undisclosed Deal Value $14 $34 $47 $34 $9 $56 $22 $27 $15 $40 $37 $33 11/14 11/15 $0 Note: Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs. India Number of Deals (Domestic, Outbound, Inbound) 1, Domestic M&A Outbound M&A Inbound M&A # of Deals /14 11/15 Total Inbound M&A Outbound M&A Domestic M&A Note: Domestic M&A represents India target/india acquiror; Outbound M&A represents non-india target/india acquiror; Inbound M&A represents India target/non-india acquiror. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs. Robert W. Baird & Co. 19

22 India M&A Deal Statistics India Number of Deals Domestic Outbound Inbound Total November Middle-Market >$1B Undisclosed Total Middle-Market >$1B Undisclosed Total LTM Middle-Market >$1B Undisclosed Total ,053 and LTM as of November 30. Note: Domestic M&A represents India target/india acquiror; Outbound M&A represents non-india target/india acquiror; Inbound M&A represents India target/non-india acquiror. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs. India Deal Value ($ in millions) Domestic Outbound Inbound Total November Middle-Market $1,118 $1,820 $378 $59 $193 $321 $1,689 $2,200 >$1B $3,036 $0 $0 $0 $0 $0 $3,036 $0 Total $4,154 $1,820 $378 $59 $193 $321 $4,725 $2,200 Middle-Market $8,610 $9,571 $1,715 $3,113 $3,967 $8,220 $14,292 $20,903 >$1B $19,782 $10,381 $0 $0 $3,175 $2,064 $22,956 $12,445 Total $28,392 $19,952 $1,715 $3,113 $7,141 $10,283 $37,248 $33,348 LTM Middle-Market $9,122 $10,607 $1,859 $3,186 $4,290 $9,410 $15,271 $23,203 >$1B $19,782 $10,381 $0 $0 $3,175 $2,064 $22,956 $12,445 Total $28,903 $20,988 $1,859 $3,186 $7,465 $11,473 $38,227 $35,648 and LTM as of November 30. Note: Domestic M&A represents India target/india acquiror; Outbound M&A represents non-india target/india acquiror; Inbound M&A represents India target/non-india acquiror. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs. Robert W. Baird & Co. 20