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MER 1037 NA PE in Review Mid V8.

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North American Private


Equity in Review
August 2009

In association with:
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Contents

Hogan & Hartson foreword 3


Buyout and exit deal trends 5
Industry trends 9
North American private equity deals 11
Private equity activity tables 15
Financial advisor activity tables 17
Legal advisor activity tables 19
Beyond the Numbers: H1 2009 Review and Outlook 21
Appendix 24
Contacts 26
Notes 27
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Hogan & Hartson


foreword
Hogan & Har tson LLP is pleased to pr esent the half-year 2009 edition of Nor th American Private Equity in
Review in association with Merger market.

Private equity has seen an overall decline in deal flow in the Meanwhile, Healthcare deals show private equity reaping
past two years, but the decline seems to be decelerating, or substantial benefits from the industry’s highly competitive
may have bottomed. Buyout volume dropped by an astounding climate. The third largest announced deal was the sale of
49% from Q3 to Q4 last year, and the decrease in deal volume Stiefel Laboratories to industry giant GlaxoSmithKline, which
from Q1 to Q2 of this year is hardly noticeable, decreasing just marked a US$3.3bn exit by Stiefel’s parent private equity firm,
4% from 96 to 92 transactions. Exit activity is exhibiting similar Blackstone Group Holdings. This deal came on the heels of
behavior: after declining 44% from Q3 to Q4 last year, exit two other lucrative Healthcare exits, both of which were driven
volume this year has been on a slow but steady rise, gaining by similar strategic initiatives. In February, GTCR Golder Rauner
an average of two deals in each quarter. sold its US based pharmaceutical research company H.
Lundbeck to its Denmark based counterpart, Lundbeck Inc.
In terms of value, the largest deals in the past two quarters The same month, US based medical device company
have been in the Financial Services and Healthcare sectors. Medtronic Inc. paid US$700m to Apax Partners, HealthCap,
Together, these sectors make up the top six transactions of Maverick Capital and Sofinnova Partners, for cardiovascular-
H1 2009: in Financial Services, all three of these deals relate focused device company CoreValve Inc.
directly to the restructuring banking industry, and each of the
three Healthcare deals are exits. Financial Services represented Hogan & Hartson LLP is an international law firm with more
69.2% of aggregate buyout value, while Healthcare & Life than 1,100 lawyers practicing in 25 offices worldwide. Our
Sciences showed its strength in exit value, where it accounted private equity practice brings a strong “sector approach” to
for 66.1%. deal structuring, bringing to bear a legal team that couples
transactional experience with our leading national and
The US$13.9bn acquisition of IndyMac Federal Bank by international regulatory lawyers. Through our private equity
OneWest Bank places the Financial Services sector at the top coordinating group, we exchange information across offices
of the buyouts-by-value chart. The second largest deal was in concerning best practices, transactions, industry knowledge,
this industry as well, and although the transaction was not business contacts, deal opportunities, and document
ultimately closed, it was not for lack of private equity interest. precedents. Our lawyers recently have participated in
In April, UK based CVC Capital Partners’ affiliate Blue Sparkle leveraged acquisitions and venture capital investments
announced its acquisition of California based iShares, the involving the United Kingdom, Belgium, Denmark, France,
exchange traded funds unit of UK based Barclays, however the Germany, Norway, the Netherlands, Poland, Russia, Mexico,
deal included a go-shop clause that eventually placed the target China, and other parts of Asia. We have the substantive depth
into the hands of a higher bidder. In May, BlackRock paid CVC to serve as acquisition, financing, regulatory, and securities
Capital Partners a US$175m break-up fee to acquire iShares as counsel, and strive to build relationships based upon the simple
part of its US$13.6bn acquisition of Barclays Global Investors. principle that whatever the issue, we will deliver the answers
That same month, private equity moved into the commercial you need, when you need them.
banking space with a US$900m investment into Florida based
BankUnited by a consortium involving WL Ross & Co. and JC
Flowers & Co, in a deal viewed as a sign that private equity is
warming up to participation in US based banks’ recovery.

North American Private Equity in Review 3


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Buyout and exit deal trends


Buyout and exit trends by volume Buyout and exit trends by value

300 Buyouts Number of Deals Exits Number of Deals 250,000 Buyouts Value ($m) Exits Value ($m)

250
200,000

200

Value of deals ($m)


Volume of deals

150,000

150

100,000
100

50,000
50

0 0

Q1 2004

Q2 2004

Q3 2004

Q4 2004

Q1 2005

Q2 2005

Q3 2005

Q4 2005

Q1 2006

Q2 2006

Q3 2006

Q4 2006

Q1 2007

Q2 2007

Q3 2007

Q4 2007

Q1 2008

Q2 2008

Q3 2008

Q4 2008

Q1 2009

Q2 2009
Q1 2004

Q2 2004

Q3 2004

Q4 2004

Q1 2005

Q2 2005

Q3 2005

Q4 2005

Q1 2006

Q2 2006

Q3 2006

Q4 2006

Q1 2007

Q2 2007

Q3 2007

Q4 2007

Q1 2008

Q2 2008

Q3 2008

Q4 2008

Q1 2009

Q2 2009

• H1 2009 saw a total of 188 buyouts, representing a 51% drop in • Buyout value has decreased 55.4% to US$21.6bn in H1 2009
volume when compared to H1 2008, which saw a total of 384 compared to US$48.4bn in H1 2008. Exit value, meanwhile, saw a
buyouts. Buyout volume seems to be leveling out, however, as quarterly remarkable 87.6% decrease in value over this time, from US$68.7bn
activity in H1 2009 is considerably less volatile than it was in H1 to US$8.5bn. Exit volume did witness a slight increase in Q1 2009
2008: last year, buyout volume plunged 49% from Q3 to Q4, but after compared to the previous quarter but, like buyouts, exits are still down
this, the first two quarters of 2009 saw a mere 4% drop from 96 deals overall in terms of value.
to 92 deals.
• Exit volume has decreased 52.3% in H1 2009 compared to H1 2008,
from 245 exits to 116 exits. Exit volume is becoming relatively steady,
however. After witnessing a 44.3% decrease from Q3 to Q4 of 2008,
volume has been increasing in small increments each quarter.

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Buyout and exit deal trends

Buyout deal size by volume Buyout deal size by value

1000 > $500m 600,000 > $500m


$251m - $500m $251m - $500m
900
$101m - $250m $101m - $250m
500,000
800 $15m - $100m $15m - $100m
< $15m < $15m
700
Not disclosed 400,000
Value of deals ($m)

Value of deals ($m)


600

500 300,000

400
200,000
300

200
100,000
100

0 0
2004 2005 2006 2007 2008 H1 2009 2004 2005 2006 2007 2008 H1 2009

• Buyout deal sizes in H1 2009 reflect the continuous shift away from • Buyouts in the >US$500m range dominate aggregate deal value
highly leveraged transactions toward smaller deals, as buyouts in even more significantly than last year. In 2008, deals in this range
the lower mid-market range represent a significant portion of total represented 58.1% of overall value compared to 74.1% in H1 2009.
volume this year. Specifically, buyouts in the US$15m-US$100m Financial Services sector transactions weigh heavily on these figures,
range represent 55.4% of the 83 buyouts with disclosed values in with the acquisition of IndyMac Federal Bank by private equity backed
H1 2009, while large-cap buyouts exceeding US$500m in value OneWest Bank topping the list at US$13.9bn.
represent only 4.8%.
• Indeed, financing issues notwithstanding, the Financial Services sector is
fueling large-cap activity by creating opportunities for private equity to
invest not only in struggling institutions, but also bank divestitures. CVC
Capital affiliate BlueSparkle's US$4.4bn bid for iShares, the exchange
traded funds unit of UK based Barclays, is one such example of private
equity's willingness to target specific units being shed by banks.

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Buyout and exit deal trends

Exit deal size by volume Exit deal size by value

700 > $500m 140,000 > $500m


$251m - $500m $251m - $500m
600 $101m - $250m 120,000 $101m - $250m
$15m - $100m $15m - $100m
< $15m < $15m
500 100,000
Not disclosed

Value of deals ($m)


Volume of deals

400 80,000

300 60,000

200 40,000

100 20,000

0 0
2004 2005 2006 2007 2008 H1 2009 2004 2005 2006 2007 2008 H1 2009

• As is the case with buyouts, most exits with disclosed values in H1 • Exits exceeding US$500m in value account for roughly the percentage
2009 fall in the US$15m-US$100m range. Of the 116 exits of aggregate exit value in H1 2009 compared to the full year 2008.Last
announced in this period, 26 exits fall in this value range, more than year, exits in this value range represented 67.5% of aggregate value; in
doubling the total number of exits with disclosed values found in all H1 2009, exits in this range represent 64.5% of aggregate value.
other ranges.
• It is worth noting that three significant Healthcare exits have made
their way into the top six announced exits of the year so far, ranging
from US$700m to US$3.3bn in value: GlaxoSmithKline’s US$3.3bn
purchase of Stiefel Laboratories from Blackstone Group Holdings;
Denmark based H. Lundbeck’s acquisition of US based Lundbeck Inc.
from GTCR Golder Rauner for US$900m; and Medtronic’s US$700m
acquisition of CoreValve from a consortium of private equity firms
including UK based Apax Partners.

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Buyout and exit deal trends

Secondary buyout trends by volume and value

70 16,000
Volume of Deals Value ($m)

60 14,000

12,000
50

Value of deals ($m)


Volume of deals

10,000
40

8,000
30
6,000

20
4,000

10 2,000

0 0
Q1 2004

Q2 2004

Q3 2004

Q4 2004

Q1 2005

Q2 2005

Q3 2005

Q4 2005

Q1 2006

Q2 2006

Q3 2006

Q4 2006

Q1 2007

Q2 2007

Q3 2007

Q4 2007

Q1 2008

Q2 2008

Q3 2008

Q4 2008

Q1 2009

Q2 2009

• After dipping in Q1 2009, secondary buyout (SBO) activity in terms of


both value and volume picked up in Q2 2009. The deals have stayed
within the mid-market range, with the largest of H1 2009 totaling
US$300m, when Friedman, Fleischer & Lowe acquired Church’s Chicken
from Arcapita Inc., and the second largest totaling US$80m, representing
the acquisition of SoftBrands by Steel Holdings from ABRY Partners.

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Industry trends
Value mix buyouts by industry sector Volume mix buyouts by industry sector

Less than 1% Less than 1%

2.4% 2.7% 1.1%


3.1% 4.3% Industrials, Chemicals & Engineering
Financial Services
3.6%
Consumer 4.3% 20.2% Consumer
3.8%
Energy, Mining, Oil & Gas TMT
5.3% Business Services
5% Industrials, Chemicals & Engineering
Business Services Financial Services

TMT Energy, Mining, Oil & Gas


5.3% 6.9%
Life Sciences & Healthcare Leisure

Leisure Tranportation

Construction Life Sciences & Healthcare


6.7%
Transportation 8% 19.7% Construction

Real Estate Defense


69.2% Agriculture Real Estate

Defense Agriculture

12.8%

14.4%

• In H1 2008, Financial Services accounted for 14% of buyout deal • Most of the past six months’ deal activity took place in the Consumer
volume; so far this year, that figure has leaped to an astounding 62.9%, sector, followed closely by the Industrials, Chemicals & Engineering
due largely to the private equity backed US$13.9bn acquisition of industry, which typically holds the top spot in terms of private equity
IndyMac Federal Bank by OneWest, announced in March. The following deal volume. Consumer deals’ lead this year can be attributed in part
month, Florida based BankUnited received a much-needed US$900m to the particularly high distressed activity in the industry, mirroring
capital infusion from a consortium of private equity groups led by WL the high level bankruptcy filings in the industry’s retail subsector.
Ross & Co and The Carlyle Group.
• Healthcare & Life Sciences represented 15% of overall buyout value
at this point last year, and now accounts only for a humble 3.1%.
But putting things in perspective, last year’s figures received a major
boost from The Carlyle Group’s US$4.1bn acquisition of wound care
company ConvaTec, while this year boasts a string of smaller but
extremely significant buyouts, for they show that private equity still
gravitates toward the sector.

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Industry trends

Value mix exits by industry sector Volume mix exits by industry sector

Less than 1% Less than 1%

2.3% 1.8%
4% 2.6%
Life Sciences & Healthcare 2.6% TMT
3.5% Business Services
8.2% Consumer
TMT Industrials, Chemicals & Engineering
5.3%
Business Services Life Sciences & Healthcare
Leisure Consumer
9%
Industrials, Chemicals & Engineering 44.7% Energy, Mining, Oil & Gas
11.4% Financial Services
Transportation
Energy, Mining, Oil & Gas Leisure
Transportation

9.8% Defense

66.1% 12.3%

14.9%

• Healthcare buyout activity may have declined since last year in terms • While Healthcare clearly dominates exit value so far this year, exit
of value, but exit value in this industry has seen a dramatic increase: volume reached its highest levels in the TMT space, which accounts
in the first half of 2009, the sector represented 66.1% of total exit for 44.7% of exit volume overall. Business Services comes closest to
value, compared to 6% in the first half of last year. matching this figure, but it is still considerably further behind with
14.9% of total exit volume.
• This increase is driven by a handful of transactions in which high-profile
firms saw their portfolio companies targeted by strategic buyers. The
largest of these deals was Blackstone Group Holdings’ US$3.3bn exit
from pharmaceutical company Stiefel Laboratories, which was acquired
by GlaxoSmithKline.

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North American private equity deals

Top 20 private equity deals


Announced Status Target Target Bidder Bidder Seller Deal Deal Value
Date Company Sector Company Description Company Type ($m)

Mar-19-09 C IndyMac Federal Financial Services OneWest Bank FSB US based newly formed MBI 13,900
Bank FSB federal savings bank.
Investors include MSD
Capital LP, JC Flowers & Co

Apr-09-09 L Barclays (iShares Financial Services Blue Sparkle LP UK based affiliate of Barclays plc IBO 4,404
exchange traded CVC Capital Partners Ltd
funds business)

Apr-20-09 C Stiefel Life Sciences GlaxoSmithKline plc UK based healthcare Blackstone Group Exit 3,300
Laboratories Inc & Healthcare group engaged in the Holdings LLC
discovery, development
and manufacture of
pharmaceuticals

May-21-09 C BankUnited FSB Financial Services BankUnited US based acquistion vehicle MBI 900
created by The Carlyle
Group LLC, Blackstone
Group Holdings

Feb-09-09 C Lundbeck Inc Life Sciences H. Lundbeck A/S Denmark based GTCR Golder Exit 900
& Healthcare harmaceutical Rauner LLC
company engaged in the
research, development,
manufacturing

Feb-23-09 C CoreValve Inc Life Sciences Medtronic Inc US based manufacturer Apax Partners; HealthCap; Exit 700
& Healthcare and supplier of medical Maverick Capital Ltd; and
devices Sofinnova Partners

Feb-27-09 C Regency Intrastate Energy, Mining Alinda Capital Partners US based private equity Regency Energy IBI 653
Gas LLC Oil & Gas LLC; and GE Capital firm; US based financial Partners LP
(62% stake) services company

Mar-19-09 C Pure Digital Consumer Cisco Systems Inc US based provider of AllianceBernstein LP; Exit 590
Technologies Inc networking solutions Benchmark Capital;
Crescendo Ventures; Focus
Ventures; Heights Capital
Management; Morgan
Stanley Principal Investments;
Samsung Venture Investment
Corporation; Sequoia Capital;
Steamboat Ventures; and
VantagePoint Venture
Partners LP

Mar-30-09 P Fifth Third Processing Business Advent International US based private Fifth Third Bancorp IBI 561
Solutions LLC Services Corporation equity firm
(51% stake)

Mar-03-09 C ViroChem Life Sciences Vertex US based biotechnology Business Development Bank Exit 391
Pharma Inc & Healthcare Pharmaceuticals Inc company of Canada; Caisse de Depot
et Placement du Quebec; Le
Fonds de Solidarite FTQ;
Power Technology
Investment Corporation;
Shire Plc; and Vitus
Investments III Private Ltd

Mar-11-09 P Patheon Inc Life Sciences JLL Patheon Canada based acquisition MBO; Take 384
(98% stake) & Healthcare Holdings LLC vehicle of JLL Partners Private

Note: The Top 20 Deals table continues on next page.

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North American private equity deals

Top 20 private equity deals


Announced Status Target Target Bidder Bidder Seller Deal Deal Value
Date Company Sector Company Description Company Type ($m)

May-07-09 P Custom Business Western Union Financial US based company Great Hill Partners Exit 370
House Ltd Services Services Inc specialising in business
customers' money
transfers and electronical
payments

Jun-23-09 P Office Depot Inc Consumer BC Partners Ltd UK based private IBI 350
(undisclosed equity firm
economic interest)

Jun-16-09 P Church's Chicken Leisure Friedman, Fleischer US based private Arcapita Inc SBO 300
& Lowe equity firm

Mar-25-09 C Hearthside Food Consumer Wind Point VII US based based buyout Roskam Baking BIMBO 249
Solutions fund managed by Wind Company
Point Partners Inc

Jun-10-09 P Crosstex Alabama Energy, Mining Southcross Energy LLC US based natural gas Crosstex Energy LP IBI 220
Gathering System Oil & Gas company the
LP; Crosstex CCNG management of Estrella
Gathering Ltd; Crosstex Energy LP, Hunt Power LP,
CCNG Transmission and Charlesbank Capital
Ltd; Crosstex Gulf Coast Partners LLC, the US
Transmission Ltd; based private equity firm
Crosstex Midstream
Services LP; Crosstex
Mississippi Gathering
LP; Crosstex Mississippi
Industrial Gas Sales LP;
Crosstex Mississippi
Pipeline LP; Javelina
Marketing Company
Ltd; and Javelina NGL
Pipeline Ltd

Mar-12-09 C Mo Industries Consumer VF Corporation US based apparel Summit Partners LP Exit 208
Holdings Inc company
(67% stake)

Jun-17-09 L Eddie Bauer Consumer CCMP Capital US based private IBO 202
Holdings Inc Advisors LLC equity firm

Jan-27-09 P MarkWest Liberty Energy, Mining Natural Gas Partners US based investment MarkWest Energy IBI 200
Midstream Oil & Gas Midstream & holding company having Partners LP
(40% stake) Resources LP interests in oil and gas
exploration and production
controlled by NGP Energy
Capital Management, the US
based private equity firm

Jan-13-09 C Hardigg Industrials, Pelican Products Inc US based company Buy & 200
Industries Inc Chemicals and engaged in design and Build: MBO
Engineering manufacture of advanced
lighting systems and cases
for protecting valuable
equipment, backed by
the management of
Hardigg Industries Inc
and Behrman Capital LP,
the US based private
equity firm

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Private equity activity tables - buyouts

Buyouts - Volume Buyouts - Value


Rank Company Name Value ($m) Number of Deals Rank Company Name Value ($m) Number of Deals

1 Platinum Equity - 4 1= J.C Flowers & Co 13,900 1

2 Centerbridge Partners 900 3 1= MSD Capital 13,900 1

3 One Equity Partners 371 3 1= Soros Strategic Partners 13,900 1

4 ABS Capital Partners 83 3 1= Stone Point Capital 13,900 1

5 JLL Partners 567 2 5 Centerbridge Partners L P 900 3

6 Golden Gate Capital 155 2 6= Blackstone Group Holdings 900 1

7 Birch Hill Equity Partners Management 90 2 6= East Rock Capital 900 1

8 Gordon Brothers Group 86 2 6= The Carlyle Group 900 1

9 Hilco Consumer Capital 86 2 6= W.L. Ross & Co 900 1

10 Olympus Partners 50 2 10= Alinda Capital Partners 653 1

11 Westerkirk Capital 24 2 10= GE Capital (General Electric) 653 1

12 Hilco Equity Partners 22 2 12 JLL Partners 567 2

13 Milestone Partners 20 2 13 Advent International Corporation 561 1

14= Atlanta Equity Investors - 2 14 One Equity Partners 371 3

14= Hall Capital Partners - 2 15 BC Partners 350 1

14= KPS Capital Partners - 2 16= Friedman, Fleischer & Lowe 300 1

14= Monomoy Capital Partners - 2 17 Wind Point Partners 249 1

14= Nogales Investors Management - 2 18 Charlesbank Capital Partners 220 1

14= Patriarch Partners - 2 19= Behrman Capital 200 1

14= Rustic Canyon Partners - 2 19= NGP Energy Capital Management 200 1

Note: The tables are based on private equity houses as the bidder on buyouts and buyins announced between 01/01/2009 and 06/30/2009, where the target is North American,
excluding lapsed and withdrawn deals.

The Private Equity Activity Tables reflect the activity of buyout firms, venture capitalists, investment firms, financial institutions and all parties whose activities wholly involve, or lude
making private equity investments. Please note that the values in the 'Value' column do NOT reflect the equity contribution of the investors but represent the total values of deals they
were involved in.

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Private equity activity tables - exits

Exits - Volume Exits - Value


Rank Company Name Value ($m) Number of Deals Rank Company Name Value ($m) Number of Deals

1 Benchmark Capital 841 6 1= Blackstone Group Holdings 3,300 1

2 Intel Capital 83 5 2 GTCR Golder Rauner 900 3

3 New Enterprise Associates 110 4 3 Benchmark Capital 841 6

4 GTCR Golder Rauner 900 3 4= Apax Partners 700 1

5 Warburg Pincus 227 3 4= HealthCap 700 1

6 August Capital 170 3 4= Sofinnova Partners 700 1

7 American Capital 91 3 7 VantagePoint Venture Partners 695 2

8 Fuse Capital 53 3 8= Sequoia Capital 590 2

9 Matrix Partners 47 3 8= Steamboat Ventures 590 2

10 First Round Capital 43 3 10= Crescendo Ventures 590 1

11 MCG Capital Corporation 41 3 10= Focus Ventures 590 1

12 US Venture Partners 10 3 10= Heights Capital Management 590 1

13 Lightspeed Venture Partners 0 3 10= Samsung Venture Investment Corpora 590 1

14 VantagePoint Venture Partners 695 2 14= Caisse de Depot et Placement du Que 391 1

15= Sequoia Capital 590 2 14= Le Fonds de Solidarite FTQ 391 1

15= Steamboat Ventures 590 2 16 Great Hill Partners 370 1

17 Kodiak Venture Partners 183 2 17 Arcapita 300 1

18 JMI Equity 40 2 18 Warburg Pincus 227 3

19 Highland Capital Partners 23 2 19 Summit Partners 208 1

20 Accel Partners 21 2 20 Avista Capital Partners 185 1

Note: The tables are based on private equity houses as the seller on exits announced between 01/01/2009 and 06/30/2009, where the target is North American, excluding lapsed and
withdrawn deals.

The Private Equity Activity Tables reflect the activity of buyout firms, venture capitalists, investment firms, financial institutions and all parties whose activities wholly involve, or include
making private equity investments. Please note that the values in the 'Value' column do NOT reflect the equity contribution of the investors but represent the total values of deals they
were involved in.

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Financial advisor activity tables - buyouts

Buyouts - Volume Buyouts - Value


Rank Company Name Value ($m) Number of Deals Rank Company Name Value ($m) Number of Deals

1 Morgan Stanley 603 3 1 Bank of America Merrill Lynch 14,800 2

2 Goldman Sachs 465 3 2 Blackstone Group Holdings 900 1

3 Bank of America Merrill Lynch 14,800 2 3 Morgan Stanley 603 3

4 JPMorgan 271 2 4 Goldman Sachs 465 3

5 KPMG 54 2 5 UBS Investment Bank 384 1

6 Blackstone Group Holdings 900 1 6 JPMorgan 271 2

7 UBS Investment Bank 384 1 7 Behrman Capital 200 1

8 Behrman Capital 200 1 8 Jefferies & Company 183 1

9 Jefferies & Company 183 1 9 Broadpoint Gleacher Securities Group 155 1

10 Broadpoint Gleacher Securities Group 155 1 10 William Blair & Company 129 1

11 William Blair & Company 129 1 11 Union Square Advisors 117 1

12 Union Square Advisors 117 1 12 Signal Hill Capital 107 1

13 Signal Hill Capital 107 1 13 Miller Buckfire & Co 100 1

14 Miller Buckfire & Co 100 1 14 Ernst & Young 75 1

15 Ernst & Young 75 1 15 KPMG 54 2

16 The Valence Group 54 1 16 The Valence Group 54 1

17 FocalPoint Partners 40 1 17 FocalPoint Partners 40 1

18 Wells Fargo Securities 39 1 18 Wells Fargo Securities 39 1

19 Financo 15 1 19 Financo 15 1

20= Extension Advisors 13 1 20= Extension Advisors 13 1

20= Janney Montgomery Scott 13 1 20= Janney Montgomery Scott 13 1

Note: The tables are based on financial advisors to the bidder on buyouts and buyins announced between 01/01/2009 and 06/30/2009, where the target is North American, excluding lapsed
and withdrawn deals.

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Financial advisor activity tables - exits

Exits - Volume Exits - Value


Rank Company Name Value ($m) Number of Deals Rank Company Name Value ($m) Number of Deals

1 America's Growth Capital 72 5 1 Blackstone Group Holdings 3,300 1

2 Credit Suisse 183 4 2 Goldman Sachs 1,600 2

3 Harris Williams & Co 41 3 3= Morgan Stanley 900 1

4 Goldman Sachs 1,600 2 4 Bank of America Merrill Lynch 691 2

5 Bank of America Merrill Lynch 691 2 5 Financial Technology Partners 370 1

6 Raymond James & Associates 170 2 6 The Sage Group 208 1

7 Piper Jaffray & Co 124 2 7 Credit Suisse 183 4

8 Lazard 23 2 8 Raymond James & Associates 170 2

9= Lincoln International - 2 9 Piper Jaffray & Co 124 2

9= Mooreland Partners - 2 10 VantagePoint Venture Partners 105 1

11 Blackstone Group Holdings 3,300 1 11 Houlihan Lokey 91 1

12 Morgan Stanley 900 1 12 America's Growth Capital 72 5

13 Financial Technology Partners 370 1 13 M&A Capital 50 1

14 The Sage Group 208 1 14 Harris Williams & Co 41 3

15 VantagePoint Venture Partners 105 1 15 AlixPartners 33 1

16 Houlihan Lokey 91 1 16 Lazard 23 2

17 M&A Capital 50 1 17= Deutsche Bank 12 1

18 AlixPartners 33 1 17= Merriman Curhan Ford & Co 12 1

19= Deutsche Bank 12 1 19 Robert W. Baird & Co 10 1

19= Merriman Curhan Ford & Co 12 1 20 Peters & Co 8 1

Note: The tables are based on financial advisors to the seller/target on exits announced between 01/01/2008 and 12/31/2008, where the target is North American, excluding lapsed
and withdrawn deals.

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Legal advisor activity tables - buyouts

Buyouts - Volume Buyouts - Value


Rank Company Name Value ($m) Number of Deals Rank Company Name Value ($m) Number of Deals

1 Kirkland & Ellis 567 14 1 Cleary Gottlieb Steen & Hamilton 14,284 3

2 Jones Day 312 9 2 Weiner Brodsky Sidman Kider PC 13,900 1

3 Skadden Arps Slate Meagher & Flom 1,679 6 3 Simpson Thacher & Bartlett 7,566 4

4 Latham & Watkins 700 6 4 Sullivan & Cromwell 4,979 3

5 Weil Gotshal & Manges 783 5 5 Cadwalader, Wickersham & Taft 4,404 1

6 Bingham McCutchen 34 5 6 SJ Berwin 4,404 1

7 Simpson Thacher & Bartlett 7,566 4 7 Skadden Arps Slate Meagher & Flom 1,679 6

8 DLA Piper 298 4 8 Bracewell & Giuliani 808 2

9 Dechert 271 4 9 Weil Gotshal & Manges 783 5

10 Willkie Farr & Gallagher 248 4 10 Latham & Watkins 700 6

11 Cleary Gottlieb Steen & Hamilton 14,284 3 11 Kirkland & Ellis 567 14

12 Sullivan & Cromwel 4,979 3 12 Stikeman Elliott 384 3

13 Stikeman Elliott 384 3 13 Jones Day 312 9

14 Schulte Roth & Zabel 100 3 14 DLA Piper 298 4

15 Hogan & Hartson 53 3 15 Dechert 271 4

16 Bracewell & Giuliani 808 5 16 Gibson Dunn & Crutcher 256 2

17 Gibson Dunn & Crutcher 256 2 17 Kaye Scholer 249 1

18 Dorsey & Whitney 193 2 18 Willkie Farr & Gallagher 248 4

19 Katten Muchin Rosenman 107 2 19 Gardere Wynne Sewell 220 1

20 Ropes & Gray 100 2 20 Dorsey & Whitney 193 2

Note: The tables are based on law firms advising the bidder on buyouts and buyins announced between 01/01/2009 and 06/30/2009, where the target is US and Canada, including lapsed
and withdrawn deals.

North American Private Equity in Review 19


MER 1037 NA PE in Review Mid V8.qxd 27/8/09 18:24 Page 20

Legal advisor activity tables - exits

Exits - Volume Exits - Value


Rank Company Name Value ($m) Number of Deals Rank Company Name Value ($m) Number of Deals

1 Kirkland & Ellis 1,153 7 1 Willkie Farr & Gallagher 3,483 3

2 Wilson Sonsini Goodrich & Rosati 769 5 2 Simpson Thacher & Bartlett 3,300 2

3 Fenwick & West 201 5 3= Kirkland & Ellis 1,153 7

4 Jones Day 175 5 3= Katten Muchin Rosenman 940 2

5 Gunderson Dettmer Stough Villeneuve 5 Wilson Sonsini Goodrich & Rosati 769 5
Franklin & Hach 742 4
6 Gunderson Dettmer Stough Villeneuve
6 Cooley Godward Kronish 73 4 Franklin & Hach 742 4

7 Willkie Farr & Gallagher 3,483 3 7 Sullivan & Cromwell 700 1

8 Goodwin Procter 393 3 8 Goodwin Procter 393 3

9 Morrison & Foerster 10 3 9 McCarthy Tetrault 391 1

10 Simpson Thacher & Bartlett 3,300 3 10 Fillmore Riley 370 1

11 Katten Muchin Rosenman 940 3 11 Fenwick & West 201 5

12 Pillsbury Winthrop Shaw Pittman 195 3 12 Pillsbury Winthrop Shaw Pittman 195 2

13 Arnold & Porter 80 3 13 Alston & Bird 183 1

14 Bingham McCutchen 75 3 14 Jones Day 175 5

15 Skadden Arps Slate Meagher & Flom 62 3 15 Young Conaway Stargatt & Taylor 95 1

16 Andrews Kurth 50 3 16 Baker & McKenzie 91 1

17 Morgan Lewis & Bockius - 3 17 Haynes and Boone 91 1

18 Sullivan & Cromwell 700 1 18= Arnold & Porter 80 2

19 McCarthy Tetrault 391 1 18= Dorsey & Whitney 80 1

20 Fillmore Riley 391 1 20 Bingham McCutchen 75 2

Note: The tables are based on law firms advising the seller/target on exits announced between 01/01/2009 and 06/30/2009 where the target is North American, including lapsed
and withdrawn deals.

20 North American Private Equity in Review


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Beyond the Numbers: H1


2009 Review and Outlook
It’s difficult to look beyond the numbers: the first half of this year posted only 188 buyouts worth US$21.6bn,
representing a 51% decrease in volume and a 55.4% decrease in value compared to H1 2008. But a closer
look at the major deals posted in H1 2009 reveals that specific industries, namely Financial Services and
Healthcare, have various sector-specific deal drivers in place that are likely to support continued private equity
deal flow in these sectors for the near term. Among these drivers of activity are industry consolidation and
restructuring and government intervention in both the Financial Services and Healthcare spaces. Increased
activity in these areas is consistent with our experience over the past six months.

Financial Services deals picking up


Until recently, private equity kept their distance from ailing US agreed to assume US$12.7bn in assets and US$8.3bn in non-
banks due to the high level of uncertainty associated with the brokered deposits, but the consortium is not assuming the
sector. Understandably, many buyout groups have been brokered deposits of US$348m, which will instead be taken
reluctant to deal with banks on the brink of failure, especially on by the FDIC. The group of bidders also entered into a loss-
after watching TPG’s US$2.2bn investment into Washington share transaction with the FDIC, in which losses of roughly
Mutual vanish overnight when the bank was seized by US$10.7bn will be shared with the FDIC in order to maximize
regulators last year. But the government’s willingness to absorb returns on the covered assets.
a good portion of risk has facilitated private equity’s move back
into the sector. As a result, the industry accounted for a This is not to say that private equity’s interest in the Financial
remarkable 70% of aggregate deal value in H1 2009. Services sector is entirely dependent on government action.
Other deal drivers contributed to the sector’s H1 2009 private
The deal terms associated with the largest transactions of the equity activity, including opportunities for private equity firms
year show just how willing the government has been to meet that are not interested in purchasing struggling institutions
private equity half way. The largest buyout of H1 2009 was outright. Many of these opportunities were in the asset
the US$13.9bn purchase of IndyMac Federal Bank FSB by management subsector of the Financial Services industry,
OneWest Bank FSB – an investor group comprised of MSD which offered and continues to offer a variety of healthy,
Capital, JC Flowers & Co., Stone Point Capital, Paulson & Co., attractively priced businesses – many of which are being
Soros Strategic Partners and Silar Advisors – in May of this divested by larger, global banks that are forced to shed assets
year. The Federal Deposit Insurance Corporation (FDIC) agreed in order to raise capital.
to share losses on a portfolio of qualifying loans, and while
IndyMac will be assuming the first 20% of losses, beyond this Last year, it was Lehman Brothers’ famed asset management
amount the FDIC agreed to share losses 80/20 for the next unit Neuberger Berman that attracted significant attention when
10% of losses and 95/5 thereafter. its US$2.2bn sale to US based private equity firms Hellman &
Friedman and Bain Capital lapsed after a rival bidder claimed the
The government also played a significant role in facilitating business was undervalued, and the business was ultimately
the year’s fourth largest deal to date. A lengthy period of taken over by its management team. Now, iShares, also an
rumors and speculation preceded the US$900m buyout of asset being shed by a larger high-profile bank, is just as much
Florida based BankUnited, during which private equity firms in the spotlight. Like the planned buyout of Neuberger Berman,
denied having interest in the struggling bank and BankUnited CVC Capital Partners’ bid for iShares did not result in a deal –
executives stressed bidders’ reluctance to take on unmitigated but it is nevertheless significant, as it illustrates the strong
risks without government support. After a four-month long appeal of asset managers. Indeed, CVC’s bid for iShares, much
auction process, a consortium including The Carlyle Group, like the bid for Neuberger Berman, was challenged by another
Blackstone Group Holdings, W.L. Ross & Co. and Centerbridge eager acquirer. In this case, it was strategic buyer BlackRock
Partners, among others, agreed to invest US$900m into the that stepped in and acquired iShares, paying CVC a US$175m
struggling bank under certain conditions. The consortium break-up fee in the process.

North American Private Equity in Review 21


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Beyond the Numbers: H1 2009 Review and Outlook

Private equity’s interest in asset managers is not limited to Holding announced its US$44.3 acquisition of biotechnology
large-caps. In May, Fortress Investment Group acquired US giant Genentech. The global industry leaders formed as a result
based hedge fund manager DB Zwirn & Co. for US$51m. The of these transactions have ramped up industry competition –
target also received interest from other high profile US based which creates a rather optimistic outlook for private equity
private equity firms including Blackstone Group Holdings and firms holding Healthcare portfolio companies, as strategic
Oak Hill Capital Partners. Fortress has assumed DB Zwirn’s buyers may have greater resources to pay a high premium for
fund managers and the fund will be renamed Fortress Value strategically compelling assets.
Recovery Funds I. Cross-border buyouts in the mid-market
range are gaining speed as well. In January, US based private Activity in the US and Canada shows other private equity firms
equity and asset management firm Stark Investments acquired may already be positioning for equally successful exits down
the US, UK and Hong Kong operations of Deephaven Capital the road in this sector, particularly in fields where government
Management for US$45m. The following June, Swiss investment is expected to facilitate growth. As part of the
Reinsurance Company sold its asset management arm Conning Obama administration’s American Recovery and Reinvestment
& Company to US based private equity firm Aquiline Capital Plan, technology companies serving the Healthcare industry
Partners for an undisclosed amount. Aquiline now manages are set to receive significant government support to fund
both the US and European businesses of Conning, which development – a development from which many private equity
manages roughly US$70bn in assets. firms investing in the field will be well-positioned to benefit.
Our firm’s we have seen an uptick in merger, acquisition and
Vital signs in Healthcare other investment activity in this sector
Like the Financial Services sector, the Healthcare industry
generated several of the year’s most significant deals to date. There are already several examples of private equity firms
And like the Financial Services sector, where activity stems targeting this specialized area. In February, US based JLL
both from government initiatives and subsector-specific Partners acquired PharmaNet Development Group, Inc., which
developments, Healthcare’s appeal is driven by a mixture of provides consulting services to the Healthcare industry,
recent government action and subsector trends, including covering trial monitoring, planning, quality control and regulatory
biotech and pharmaceutical consolidation and expansion compliance. The following month, JLL Partners made another
among information technology businesses. move into the industry with its US$384m bid for Patheon Inc.,
a contract drug development and manufacturing firm servicing
In the third largest deal of the year so far (and the largest the Healthcare sector. Meanwhile, other private equity backed
private equity exit), announced in April, global powerhouse Healthcare-focused technology companies are making their
GlaxoSmithKline paid US$3.3bn for Stiefel Laboratories, the way toward public offerings. A prime example is HealthPort,
dermatology-focused pharmaceutical business in which an information services provider serving hospitals and clinics
Blackstone Group Holdings invested US$500m only two years backed by Boston based private equity firm ABRY Partners,
earlier. This transaction was followed closely by Medtronic’s which recently filed a prospectus to raise up to US$100m for
US$700m strategic acquisition of cardiovascular device an initial public offering. The company boasts 20% market
company CoreValve Inc., a portfolio company of Apax Partners, share and, interestingly enough, has recently boosted its
HealthCap, Maverick Capital and Sofinnova Partners. service offering by acquiring yet another private equity backed
medical information business, ChartOne, from US based private
Tellingly, these exits were preceded by a wave of consolidation equity group Warburg Pincus.
involving the world’s largest drug makers: Pfizer announced its
US$63.3bn acquisition of Wyeth, Merck & Co. announced its
US$43bn acquisition of Schering Plough Corporation and Roche

22 North American Private Equity in Review


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Other signs of life Conclusion


Financial Services and Healthcare certainly stand out at a time With all of these drivers set firmly in place, the outlook for
when most other sectors continue to exhibit limited activity, private equity deal flow in the coming months appears to be
but broader developments in the private equity industry trending positively. While the aggregate volume and value of
suggest that a revival is in the works. The stagnant IPO market, private equity buyouts and exits have remained relatively low, a
for example, has been warming up. KKR announced the IPO closer analysis of the deals highlights several interesting trends.
of its India based portfolio company Avago Technologies in Specific sectors, particularly Financial Services and Healthcare,
August, and the firm’s discount retailer Dollar General, which continue to offer an abundance of opportunities for investors,
has seen significant operational enhancements under KKR’s and the IPO market is starting to gain speed. It is safe to
ownership, is also expected to launch a public offering in the assume that debt-heavy leveraged buyouts will not reach the
coming months. Another major private equity player, inflated values seen before the credit crisis, but the private
Blackstone Group Holdings, recently acknowledged a more equity industry is nevertheless in a good position to see a
favorable IPO market and voiced its intentions to take at least revival in deal activity overall.
two of its portfolio companies public should the market
continue to strengthen over the course of this year. Richard K.A. Becker, Partner
Kevin C. Clayton, Partner
Other signs of life in the IPO market come from strategic George A. Hagerty, Partner
moves on the part of major underwriters, like Lazard Capital Jeffrey M. Hurlburt, Partner
Markets, which just hired an equity capital markets veteran to David A. Winter, Partner
advise companies on public offerings. Indeed, we are hearing Hogan & Hartson LLP
from clients, and industry insiders believe, the quiet IPO market
will see more activity in the coming months as private equity
groups seek to raise capital to repay investors, or more
specifically, their largest creditors.

North American Private Equity in Review 23


MER 1037 NA PE in Review Mid V8.qxd 27/8/09 18:24 Page 24

Appendix
Source data

Buyout and Exit Trends Secondary Buyout Trends

Buyouts Exits

Period Value ($m) Number Value ($m) Number Period Volume of Deals Value ($m)
of Deals of Deals

Q1 2004 30,255 154 12,968 84 Q1 2004 31 9,099


Q2 2004 30,450 158 14,485 84 Q2 2004 31 7,596
Q3 2004 45,458 169 20,887 90 Q3 2004 38 10,672
Q4 2004 31,135 165 15,858 92 Q4 2004 29 5,052
Q1 2005 33,362 165 18,317 104 Q1 2005 33 3,181
Q2 2005 31,165 202 35,615 121 Q2 2005 43 12,211
Q3 2005 40,712 175 35,395 145 Q3 2005 40 7,184
Q4 2005 45,693 193 34,957 122 Q4 2005 45 11,498
Q1 2006 57,181 212 23,686 143 Q1 2006 38 4,801
Q2 2006 81,831 231 33,459 179 Q2 2006 47 12,328
Q3 2006 122,379 249 25,369 176 Q3 2006 60 9,916
Q4 2006 174,002 218 30,273 130 Q4 2006 37 6,114
Q1 2007 122,137 260 29,417 156 Q1 2007 58 10,095
Q2 2007 201,760 268 54,007 189 Q2 2007 54 14,706
Q3 2007 67,916 222 27,835 156 Q3 2007 57 9,052
Q4 2007 38,561 216 23,540 146 Q4 2007 42 7,415
Q1 2008 21,818 182 24,793 116 Q1 2008 25 3,431
Q2 2008 26,586 202 43,921 129 Q2 2008 36 1,253
Q3 2008 21,966 212 6,043 97 Q3 2008 32 1,929
Q4 2008 5,828 108 2,461 54 Q4 2008 18 627
Q1 2009 18,050 96 3,283 57 Q1 2009 8 91
Q2 2009 3,571 92 5,222 59 Q2 2009 13 497
TOTAL 1,251,816 4,149 521,791 2,627 TOTAL 815 148,748

Buyout Deal Size Data by Volume Buyout Deal Size Data by Value

Volume 2004 2005 2006 2007 2008 H1 2009 Value 2004 2005 2006 2007 2008 H1 2009

Not disclosed 239 346 412 500 417 105 < $15m 357 294 577 309 306 133
< $15m 38 33 60 33 32 15 $15m - $100m 8,016 8,692 9,185 7,692 5,901 2,086
$15m - $100m 164 163 189 153 119 46 $101m - $250m 15,400 13,233 13,786 16,123 10,319 2,354
$101m - $250m 91 79 83 97 62 15 $251m - $500m 18,177 17,805 19,024 22,721 15,376 1,034
$251m - $500m 49 49 53 62 40 3 > $500m 95,356 110,909 392,820 383,529 44,296 16,014
> $500m 65 65 113 121 34 4 TOTAL 137,306 150,933 435,392 430,374 76,198 21,621
TOTAL 646 735 910 966 704 188

24 North American Private Equity in Review


MER 1037 NA PE in Review Mid V8.qxd 27/8/09 18:24 Page 25

Appendix: Source Data


Exit Deal Size Data by Volume Exit Deal Size by Value
Volume 2004 2005 2006 2007 2008 H1 2009 Value 2004 2005 2006 2007 2008 H1 2009

Not disclosed 87 144 207 250 175 71 < $15m 219 199 301 303 190 72
< $15m 25 22 32 33 26 7 $15m - $100m 5,366 7,093 9,016 7,593 5,147 1,032
$15m - $100m 101 134 175 135 92 26 $101m - $250m 10,653 13,552 16,804 15,156 9,160 851
$101m - $250m 61 84 99 90 55 5 $251m - $500m 15,274 21,122 19,885 26,098 10,607 1,061
$251m - $500m 43 59 57 73 30 3 > $501m 32,685 82,318 66,780 85,648 52,115 5,490
> $501m 31 49 58 66 18 4 TOTAL 64,197 124,284 112,786 134,798 77,219 8,506
TOTAL 348 492 628 647 396 116

Buyouts - Industry Breakdown Exits- Industry Breakdown


Sector Value (USDm) Volume Sector Value (USDm) Volume

Industrials, Chemicals & Engineering 1,079 38 Industrials, Chemical & Engineering 288 15
Financial Services 14,971 15 Financial Services 0 3
Business Services 812 24 Business Services 689 17
Consumer 1,454 37 Consumer 824 7
Energy, Mining, Oil & Gas 1,155 13 Energy, Mining, Oil & Gas 8 4
TMT 785 27 TMT 761 51
Leisure 509 10 Leisure 340 3
Transportation 34 8 Transportation 31 2
Life Sciences & Healthcare 679 8 Life Sciences & Healthcare 5,566 13
Construction 143 5 Construction 0 0
Real Estate 0 1 Real Estate 0 0
Agriculture 0 0 Agriculture 0 0
Defense 0 2 Defense 0 1
TOTAL 21,621 188 TOTAL 8,507 116

Note: Based on announced buyouts or buyins for the period January 1, 2009 to June 30, 2009, Note: Based on announced buyouts or buyins for the period January 1, 2009 to June 30, 2009,
excluding those that lapsed or were withdrawn excluding those that lapsed or were withdrawn

North American Private Equity in Review 25


MER 1037 NA PE in Review Mid V8.qxd 27/8/09 18:24 Page 26

Contacts

Hogan & Hartson Contacts Mergermarket Contacts


Washington, D.C. Erik Wickman
David A. Winter Managing Director, Remark
Tel: +1 202 637 6511 Tel: +1 212 686 3329
Email: dawinter@hhlaw.com Email: erik.wickman@mergermarket.com

Northern Virginia Elias Latsis


Richard K.A. Becker Head of Research
Tel: +1 703 610 6123 Tel: +44 (0)20 7059 6100
Email: rkbecker@hhlaw.com Email: elias.latsis@mergermarket.com

London/Washington, D.C. Abigail Roberts


Jeffrey M. Hurlburt Editor, mergermarket Americas
Tel: +44 (0)20 7367 0226 Tel:+ 1 212 686 6526
Tel: +1 202 637 2868 Email: agail.roberts@mergermarket.com
Email: jmhurlburt@hhlaw.com
Analysis: Elizabeth Castro
Denver Data: Gwen Ceton
George A. Hagerty
Tel: +1 303 454 2464
Email: gahagerty@hhlaw.com

26 North American Private Equity in Review


MER 1037 NA PE in Review Mid V8.qxd 27/8/09 18:24 Page 27

Notes

Notes
The following notes pertain to data contained in
this publication:

• Deals included are buyouts or exits where the deal


value is greater than or equal to $5m.

• Where no deal value has been disclosed, deals are


included if the turnover of the Target is greater than
or equal to $10m or if the Target employs more than
100 people.

• Deals are included within the analysis, charts and


graphs for each section if the dominant geography
of the Target is North American.

• Please refer to individual notes beneath each Activity


Table for the precise criteria by which each table has
been run.

• The Sector Trend analysis is based on deals using


thedominant industry of the target.

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Acquisitions (M&A) proprietary intelligence tool. Unlike any
other service of its kind, mergermarket provides a complete
overview of the M&A market by offering both a forward
looking intelligence database and an historical deals database,
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comprehensive nor to provide financial, investment, legal, tax or other achieving real revenues for mergermarket clients.
professional advice or services. This publication is not a substitute for such
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