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The audio portion of the conference may be accessed via the telephone or by using your computer's
speakers. Please refer to the instructions emailed to registrants for additional information. If you
have any questions, please contact Customer Service at 1-800-926-7926 ext. 10.
Presenting a live 90-minute webinar with interactive Q&A
Private Equity M&A Key Deal Terms:
Reverse Break Fees, Seller Remedies,
Post-Closing Indemnity Negotiating and Structuring Closing Conditions, Termination Rights
and Post-Closing Indemnification in a Changing Market
Today’s faculty features:
WEDNESDAY, JULY 29, 2015
John J. McDonald, Partner, Troutman Sanders, New York
Michael Weinsier, Partner, Troutman Sanders, New York
1pm Eastern | 12pm Central | 11am Mountain | 10am Pacific
GLOBAL M&A MARKET REVIEW LEGAL RANKINGS Q1 2015
1
CONTENTS
1. Introduction
2. Global M&A Activity by Region4. Global M&A Activity by Industry5. Global M&A Activity Deal Review7. Global Announced Deals
9. Americas Announced Deals
11. EMEA Announced Deals
15. APAC Announced Deals
17. Disclaimer
DisclaimerDATA SUBMISSIONS AND QUERIES
Contact Email
North America Rachel Campanelli [email protected]
EMEA Paula Cook Dinan [email protected]
Asia Pacific Parker Leung
Phone
+1-646-324-4657
+44-20-3525-8104
+852-2977-6108 [email protected]
General M&A queries may be submitted to: [email protected]
The Bloomberg M&A Advisory League Tables are the definitive publication of M&A advisory rankings. The tables represent the top financial and legal advisors across a broad array of deal types, regions, and industry sectors. The rankings data is comprised of mergers, acquisitions, divestitures, spin-offs, debt-for-equity-swaps, joint ventures, private placements of common equity and convertible securities, and the cash injection component of recapitalization according to Bloomberg standards.
Bloomberg M&A delivers real-time coverage of the M&A market from nine countries around the world. We provide a global perspective and local insight into unique deal structures in various markets through a network of over 800 financial and legal advisory firms, ensuring an accurate reflection of key market trends. Our quarterly league table rankings are a leading benchmark for legal and financial advisory performance, and our Bloomberg Brief newsletter provides summary highlights of weekly M&A activity and top deal trends.
Visit {NI LEAG CRL <GO>} to download copies of the final release and a full range of market specific league table results. On the web, visit: http://www.bloomberg.com/professional/solutions/investment-banking/.
Due to the dynamic nature of the Professional Service product, league table rankings may vary between this release and data found on the Bloomberg Professional Service.
1Q 2015
GLOBAL M&A LEGAL ADVISORY RANKINGS
©2015 Bloomberg Finance L.P. All rights reserved.
Scale in USD bil. 0 - 14
15 - 2425 - 4849 - 96
97 - 144145 - 241242 - 361362 - 433434 - 481
482 -
Glo
bal M
&A
Revi
ew |
1Q
201
5
Quarterly deal value and adviser market share for any regional involvement (target, seller, or acquirer).
Global M&A Regional Review 1Q
North America USD 481.2 billion 1. Davis Polk & Wardwell LLP 33.7% 2. Sullivan & Cromwell LLP 30.2% 3. Skadden Arps Meagher & Flom LLP 23.2%
Western Europe USD 216.6 billion 1. Freshfields Bruckhaus Deringer LLP 20.1%2. Davis Polk & Wardwell LLP 16.6% 3. Skadden Arps Meagher & Flom LLP 13.6%
Latin America & Caribbean USD 27.7 billion 1. Barbosa Mussnich & Aragao 13.0% 2. Mattos Filho Veiga Filho Marrey 11.5%3. Davis Polk & Wardwell LLP 10.1%
Middle East & Africa USD 22.2 billion 1. Cooley LLP 14.0% 2. Goodwin Procter LLP 14.0% 3. Stikeman Elliott LLP 11.9%
Asia Pacific USD 280.8 billion 1. Freshfields Bruckhaus Deringer LLP 23.6%2. Allens 17.8% 3. Linklaters LLP 16.3%
Eastern Europe USD 11.4 billion 1. Weil Gotshal & Manges LLP 14.2% 2. Allen & Overy LLP 13.5% 3. Domanski Zakrzewski Palinka sp k 13.2%
2
Glo
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&A
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5
Graphs represent any regional involvement (target, seller, or acquirer). Volume in USD billions.
Quarterly Regional Volume: Notable Highlights
APAC M&A Quarterly Volume
Americas M&A Quarterly VolumeGlobal M&A Regional Review 1Q
Global M&A Quarterly Volume
EMEA M&A Quarterly Volume
• 1Q2015 volume was up 15.2% compared to 1Q2014, and 57.7% compared to 1Q2013.
• Americas-based M&A activity increased approximately 13% this quarter compared to the same period last year, maintaining its position as the leaderfor the first quarter in global M&A volume since 1Q2008.
• Asia-Pacific deal volume this quarter is greater than that of EMEA’s for thefirst time in 1Q league ranking's history, with a 15.5% difference.
• CK Hutchison Holdings Ltd’s pending purchase for the remaining stake inHutchison Whampoa Ltd contributed to 14.9% of Asia-Pacific deal volumewhich was up 55.2% compared to the same period last year, with 397 moreannounced deals.
$0$200$400$600$800
0
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4,000
6,000
2010Q1
2011Q1
2012Q1
2013Q1
2014Q1
2015Q1
Volume Deal Count
$0$100$200$300$400
01,0002,0003,0004,000
2010Q1
2011Q1
2012Q1
2013Q1
2014Q1
2015Q1
Volume Deal Count
$0
$100
$200
$300
01,0002,0003,0004,000
2010Q1
2011Q1
2012Q1
2013Q1
2014Q1
2015Q1
Volume Deal Count
$0
$200
$400
$600
$800
$1,000
0
2,000
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2010 Q1 2011 Q1 2012 Q1 2013 Q1 2014 Q1 2015 Q1
Volume Deal Count
3
Glo
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&A
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Volume in USD.
Top Advisers: Consumer, non-cyclical
Top Advisers: Financial
Graph represents target industry.
Quarterly Deal Activity by Target Industry
Global M&A Industry Review 1Q 1Q2015 Industry Deal Volume
• The consumer, non-cyclical industry was the most targeted with the largestvolume as well as the highest deal count with $208.9 billion, and 1,604 deals in1Q2015. HJ Heinz Co’s announced deal with Kraft Foods Group Inc accountedfor over a quarter of the industry’s total deal volume.
• The financial industry had the second largest deal volume at $148.3 billion, a21.4% increase from the same period last year. This was fueled by China StateConstruction Engineering Corp Ltd’s announced additional stake purchase ofChinese REIT, China Overseas Land & Investment Ltd.
• Private equity deal volume fell 21.4% even though deal count increased 12.7%compared to 1Q2014.
• Venture capital volume rose 51.4%, driven by deals such as Google Inc and FNFGroup's $1 billion investment in Space Exploration Technologies Corp andPinterest Inc’s $578 million series G financing round.
Basic Materials 4% Communications
11%
Consumer, Non-cyclical
26%
Consumer, Cyclical
8% Diversified
7% Energy
6%
Financial 18%
Industrial 12%
Technology 6%
Utilities 2%
$
$50
$100
$150
$200
$250
Quarterly Deal Volume by Target Industry (bil.)
2014
2015
Firm Rank Total Deal Value (bil.) Deal Count
Davis Polk & Wardwell LLP 1 108.7 12Sullivan & Cromwell LLP 2 86.1 8
Cravath Swaine & Moore LLP 3 59.1 6Kirkland & Ell is LLP 4 58.8 17
Skadden Arps Slate Meagher & Flom LLP 5 41.2 16
Firm Rank Total Deal Value (bil.) Deal Count
Herbert Smith Freehills LLP 1 17.2 9Skadden Arps Slate Meagher & Flom LLP 2 15.5 12
Sullivan & Cromwell LLP 3 15.4 9Ashurst LLP 4 14.2 6
Davis Polk & Wardwell LLP 5 10.6 7
4
Quarterly Aggregate Deal Statistics
Glo
bal M
&A
Revi
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1Q
201
5Global M&A Deal Review 1Q
• The top ten deals of 1Q2015 contributed to 27.5% of aggregate deal volume,which is in line with that of 1Q2014.
• The total volume of deals over $1 billion was the highest it has been for thefirst quarter since 1Q2007 with 127 deals totaling $549.7 billion.
• Net income, EBITDA, and revenue multiples were up 14.5%, 23.3%, and38.3% respectively in 2015 compared to the same period last year.
• The aggregate average deal premium of 19.6% was on par with that of1Q2014, but 39.3% lower than it was for 1Q2013, at 32.2%.
660.6, 79.8%
134.0, 16.2%
33.7, 4.1%
Announced Deal Status (bil., %)
Pending
Completed
Terminated
1.6, 0.6% 6.2, 2.5%
101.6, 41.2% 80.7,
32.7%
56.4, 22.9%
Announced Deal Premiums (bil., %)
> 75.01%
50.01-75%
25.01-50%
10.01-25%
0-10%
Payment Type Summary Volume Percent Cash 467.1 58.8
Cash & Stock 175.4 22.1 Stock 100.0 12.6
Cash or Stock 21.7 2.7 Undisclosed 11.8 1.5 Cash & Debt 2.4 0.3
Debt 1.2 0.2 Stock & Debt 1.0 0.1
Cash, Stock & Debt 0.8 0.1
Deal Type Summary Volume Percent Company Takeover 528.9 66.6
Cross Border 284.5 35.8 Private Equity 126.6 15.9
Additional Stake Purchase 125.2 15.8 Asset Sale 120.7 15.2
Tender Offer 85.4 10.8 Minority Purchase 69.2 8.7
PE Seller 54.3 6.8 Majority Purchase 47.9 6.0
PE Buyout 37.1 4.7 Private Placement 25.9 3.3
Venture Capital 22.4 2.8 Spin-off 12.1 1.5
Other 76.9 9.8
Public Target Multiples Min - Max Median Book Value .0 - 146.4x 2.2x
Cashflow from Ops. .2 - 3017.8x 15.8x EBIT .1 - 3274.9x 17.4x
EBITDA .2 - 946.4x 11.8x Enterprise Value .0 - 266.4x 1.2x
Market Cap .0 - 141.7x 1.4x Net Income .4 - 2847.8x 24.9x
Net Income + Deprec .2 - 2661.0x 17.5x Revenue .0 - 2551.3x 1.7x
Total Assets .0 - 712.9x 1.0x
5
Americas
EMEA
APAC
All value figures in USD.
Glo
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&A
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Top Deals by Target RegionGlobal M&A Deal Review 1Q
Target Name Acquirer Name Seller Name Total Value (mil.)Kraft Foods Group Inc HJ Heinz Co 55,422.9
Pharmacyclics Inc AbbVie Inc 19,822.0Regency Energy Partners LP Energy Transfer Partners LP 17,246.6
Hospira Inc Pfizer Inc 16,807.3Freescale Semiconductor Ltd NXP Semiconductors NV 15,768.7
Catamaran Corp UnitedHealth Group Inc 13,226.6Salix Pharmaceuticals Ltd Valeant Pharmaceuticals International Inc 12,524.0
Local exchange & related business assets Frontier Communications Corp Verizon Communications Inc 10,500.0Bright House Networks LLC Charter Communications Inc 10,400.0
MeadWestvaco Corp Rock-Tenn Co 9,712.6
Target Name Acquirer Name Seller Name Total Value (mil.)Telefonica UK Ltd Hutchison Whampoa Ltd Telefonica SA 15,125.1
Rexam PLC Ball Corp 8,500.6Pirell i & C. SpA Multiple acquirers 8,074.7
Holcim & Lafarge assets CRH PLC Holcim Ltd, Lafarge SA 7,337.2Fortum Distribution AB Multiple acquirers Fortum OYJ 6,958.1
Eversholt Rail Holdings UK Ltd Cheung Kong Infrastructure, CK Hutchison Star Capital, 3i Infrastructure, Morgan Stanley 3,788.0Telecom Enterprise & Wireless businesses CommScope Holding Co Inc TE Connectivity Ltd 3,000.0
Conwert Immobilien Invest SE Deutsche Wohnen AG 2,878.5Cukurova Telecom Holdings Ltd Alfa Group Cukurova Finance International Ltd 2,800.0
LED components & Automotive l ighting business Multiple acquirers Koninkli jke Phil ips NV 2,800.0
Target Name Acquirer Name Seller Name Total Value (mil.)Hutchison Whampoa Ltd CK Hutchison Holdings Ltd 41,705.3
China Overseas Land & Investment Ltd China State Construction Engineering Corp Ltd 11,199.8Adani Ports & Special Economic Zone Ltd Shareholders Adani Enterprises Ltd 8,267.5
Novion Property Group Federation Centres 7,933.1Toll Holdings Ltd Japan Post Holdings Co Ltd 6,270.7
Consumer finance business Unit/AU & NZ Deutsche Bank, Varde Partners, KKR General Electric Co 6,254.1CITIC Ltd Charoen Pokphand, ITOCHU Corp 5,923.4
Celestial Domain Investment Ltd China Overseas Land & Investment Ltd China State Construction Engineering Corp Ltd 5,447.5CITIC Ltd Charoen Pokphand, ITOCHU Corp CITIC Group Corp 4,432.8
Keppel Land Ltd Keppel Corp Ltd 2,400.3
6
Global Deals (Volume) 01/01/2015 - 03/31/2015 Global Deals (Deal Count) 01/01/2015 - 03/31/2015
Davis Polk & Wardwell LLP 1 20.5 162,928 35 4 15.11 5.39 Jones Day 1 3.46 27,507 96 1 1.37 2.09
Skadden Arps Slate Meagher & Flom LLP 2 19.54 155,239 57 1 20.51 -0.97 Kirkland & Ellis LLP 2 10.51 83,481 58 3 5.7 4.81
Sullivan & Cromwell LLP 3 18.87 149,967 34 10 6.88 12.00 Skadden Arps Slate Meagher & Flom LLP 3 19.54 155,239 57 13 20.51 -0.97
Freshfields Bruckhaus Deringer LLP 4 11.45 91,012 35 9 10.74 0.72 Latham & Watkins LLP 4 10.66 84,690 54 2 12.54 -1.88
Cravath Swaine & Moore LLP 5 10.89 86,533 18 32 2.61 8.28 Fenwick & West LLP 5 0.24 1,868 46 15 3.32 -3.08
Latham & Watkins LLP 6 10.66 84,690 54 6 12.54 -1.88 Allen & Overy LLP 6 1.95 15,458 44 4 6.16 -4.22
Kirkland & Ellis LLP 7 10.51 83,481 58 15 5.7 4.81 Weil Gotshal & Manges LLP 7 2.86 22,720 42 6 10.91 -8.05
Simpson Thacher & Bartlett LLP 8 9.04 71,797 25 2 18.83 -9.80 White & Case LLP 8 5.84 46,400 40 16 16.42 -10.58
Wachtell Lipton Rosen & Katz 9 8.29 65,834 21 16 4.9 3.39 Clifford Chance LLP 9 3.37 26,767 38 14 6.18 -2.81
Linklaters LLP 10 6.71 53,357 30 14 6.11 0.61 Hogan Lovells 10 0.68 5,379 36 21 2.73 -2.05
Allens 11 6.29 49,973 10 52 1.47 4.82 Davis Polk & Wardwell LLP 11 20.5 162,928 35 17 15.11 5.39
White & Case LLP 12 5.84 46,400 40 3 16.42 -10.58 Freshfields Bruckhaus Deringer LLP 11 11.45 91,012 35 10 10.74 0.72
Stikeman Elliott LLP 13 5.79 46,013 29 11 6.72 -0.93 Sullivan & Cromwell LLP 13 18.87 149,967 34 45 6.88 12.00
Wilson Sonsini Goodrich & Rosati PC 14 5.6 44,460 22 67 1.02 4.58 CMS Legal Services EEIG 14 0.26 2,106 32 7 0.49 -0.23
Herbert Smith Freehills LLP 15 5.08 40,380 29 40 1.93 3.15 Cooley LLP 15 0.7 5,568 31 30 0.49 0.21
Cleary Gottlieb Steen & Hamilton LLP 16 4.36 34,664 14 17 4.5 -0.14 Linklaters LLP 16 6.71 53,357 30 12 6.11 0.61
Osler Hoskin & Harcourt LLP 17 4.33 34,380 18 45 1.72 2.61 Gibson Dunn & Crutcher LLP 16 2.99 23,773 30 37 0.95 2.05
Blake Cassels & Graydon LLP 18 4.13 32,848 13 27 2.97 1.16 Stikeman Elliott LLP 18 5.79 46,013 29 23 6.72 -0.93
Cadwalader Wickersham & Taft LLP 19 4.07 32,331 4 321 - 4.07 Herbert Smith Freehills LLP 18 5.08 40,380 29 30 1.93 3.15
Debevoise & Plimpton LLP 20 3.7 29,388 19 53 1.46 2.24 Morgan Lewis & Bockius LLP 20 1.42 11,293 27 28 0.52 0.90
TOTAL 794,613* 7,997** TOTAL 794,613 7,997
Global Deals - Principals (Volume) 01/01/2015 - 03/31/2015 Global Deals - Principals (Deal Count) 01/01/2015 - 03/31/2015
Skadden Arps Slate Meagher & Flom LLP 1 22.99 137,242 52 1 23.25 -0.26 Jones Day 1 4.55 27,138 94 1 1.75 2.79
Sullivan & Cromwell LLP 2 19.63 117,211 22 29 3.23 16.41 Kirkland & Ellis LLP 2 13 77,627 57 3 3.79 9.21
Freshfields Bruckhaus Deringer LLP 3 15.24 91,012 35 7 13.72 1.52 Skadden Arps Slate Meagher & Flom LLP 3 22.99 137,242 52 15 23.25 -0.26
Kirkland & Ellis LLP 4 13 77,627 57 24 3.79 9.21 Latham & Watkins LLP 4 7.02 41,906 50 2 15.02 -8.00
Cravath Swaine & Moore LLP 5 12.93 77,200 13 33 2.88 10.05 Fenwick & West LLP 5 0.31 1,868 46 14 4.24 -3.93
Wachtell Lipton Rosen & Katz 6 11.03 65,834 21 12 6.26 4.77 Allen & Overy LLP 6 2.51 14,976 43 3 7.38 -4.87
Linklaters LLP 7 8.94 53,357 30 11 6.39 2.54 Weil Gotshal & Manges LLP 7 3.33 19,898 40 6 13.76 -10.43
Allens 8 8.37 49,973 10 48 1.87 6.50 Clifford Chance LLP 8 4.48 26,767 38 13 7.9 -3.42
Stikeman Elliott LLP 9 7.69 45,906 28 8 8.59 -0.90 Hogan Lovells 9 0.9 5,379 36 19 3.43 -2.53
Wilson Sonsini Goodrich & Rosati PC 10 7.45 44,460 22 61 1.3 6.15 Freshfields Bruckhaus Deringer LLP 10 15.24 91,012 35 9 13.72 1.52
Simpson Thacher & Bartlett LLP 11 7.22 43,096 22 15 4.69 2.53 CMS Legal Services EEIG 11 0.35 2,106 32 6 0.63 -0.28
Latham & Watkins LLP 12 7.02 41,906 50 4 15.02 -8.00 Cooley LLP 12 0.93 5,568 31 29 0.63 0.30
Herbert Smith Freehills LLP 13 6.76 40,380 29 45 2.06 4.70 Linklaters LLP 13 8.94 53,357 30 12 6.39 2.54
Blake Cassels & Graydon LLP 14 5.5 32,848 13 23 3.79 1.71 White & Case LLP 13 1.45 8,683 30 27 2.51 -1.05
Davis Polk & Wardwell LLP 15 5.16 30,836 23 2 15.48 -10.31 Herbert Smith Freehills LLP 15 6.76 40,380 29 30 2.06 4.70
Jones Day 16 4.55 27,138 94 51 1.75 2.79 Stikeman Elliott LLP 16 7.69 45,906 28 19 8.59 -0.90
Ropes & Gray LLP 17 4.5 26,877 19 26 3.51 0.99 Morgan Lewis & Bockius LLP 17 1.89 11,293 27 26 0.66 1.23
Clifford Chance LLP 18 4.48 26,767 38 9 7.9 -3.42 Baker & McKenzie LLP 17 1.31 7,792 27 8 3.31 -2.01
Slaughter & May 19 3.79 22,642 14 30 3.07 0.72 Norton Rose Fulbright LLP 17 0.22 1,333 27 22 1.85 -1.63
Baker Botts LLP 20 3.62 21,615 15 20 4.25 -0.62 Gibson Dunn & Crutcher LLP 20 2.01 12,025 26 44 0.46 1.56
TOTAL 597,076 1,655 TOTAL 597,076 1,655
2015 2014MKT SHR
CHANGE RANK
MKT SHR
(%)
VOLUME USD
(Mln)
DEAL
COUNT RANK
MKT SHR
(%)
2014MKT SHR
CHANGE RANK
MKT SHR
(%)
VOLUME USD
(Mln)
DEAL
COUNT RANK
MKT SHR
(%) RANK
2015 2014MKT SHR
CHANGE FIRM
2015MKT SHR
(%)
VOLUME USD
(Mln)
DEAL
COUNT RANK
MKT SHR
(%)
FIRM
2015 2014MKT SHR
CHANGE
FIRM
RANK
MKT SHR
(%)
VOLUME USD
(Mln)
DEAL
COUNT RANK
MKT SHR
(%)
689,991*** 689,991
540,035 540,035
FIRM
7All TOTAL stats (reference individual tables): *Refers to total volume for 1Q2015 **Refers to total deal count for 1Q2015 ***Refers to total volume for 1Q2014
Cross Border Deals (Volume) 01/01/2015 - 03/31/2015 Global Private Equity Deals (Volume) 01/01/2015 - 03/31/2015
Freshfields Bruckhaus Deringer LLP 1 16.94 48,192 25 1 23.47 -6.53 Kirkland & Ellis LLP 1 13.09 16,581 37 9 7.36 5.73
Herbert Smith Freehills LLP 2 11.06 31,459 18 26 4.55 6.50 Davis Polk & Wardwell LLP 2 12.34 15,626 7 11 6.8 5.54
Slaughter & May 3 7.89 22,456 11 17 5.63 2.26 Freshfields Bruckhaus Deringer LLP 3 7.4 9,373 13 2 22.98 -15.58
Davis Polk & Wardwell LLP 4 7.25 20,629 11 10 8.66 -1.41 Ropes & Gray LLP 4 7.37 9,335 15 27 3.11 4.27
Sullivan & Cromwell LLP 5 7.19 20,448 15 9 9.29 -2.10 Wachtell Lipton Rosen & Katz 5 6.97 8,822 5 53 1.35 5.62
Latham & Watkins LLP 6 6.16 17,533 31 15 6.04 0.12 Torys LLP 6 6.8 8,615 5 58 1.23 5.57
Skadden Arps Slate Meagher & Flom LLP 7 6.11 17,394 17 7 10.52 -4.41 Ashurst LLP 7 5.75 7,280 5 161 - 5.75
Allen & Overy LLP 8 5.43 15,447 40 12 7.75 -2.32 Latham & Watkins LLP 8 5.68 7,196 16 3 22.68 -16.99
Ashurst LLP 9 4.12 11,713 9 37 2.29 1.82 Simpson Thacher & Bartlett LLP 9 5.58 7,065 11 6 12.88 -7.30
Torys LLP 10 4.07 11,585 8 43 1.81 2.26 Advokatfirman Vinge KB 10 5.54 7,018 6 113 0.13 5.41
Homburger AG 11 3.87 11,007 7 63 1.07 2.80 Mannheimer Swartling Advokatbyra AB 11 5.53 7,007 6 161 - 5.53
Mori Hamada & Matsumoto 12 3.81 10,836 11 177 0.02 3.79 Weil Gotshal & Manges LLP 12 5.46 6,911 22 1 24.83 -19.37
Jones Day 13 3.81 10,827 29 48 1.49 2.32 Clifford Chance LLP 13 5.21 6,600 15 4 14.07 -8.85
White & Case LLP 14 3.77 10,725 19 6 10.9 -7.13 Sidley Austin LLP 14 5.15 6,527 6 114 0.13 5.03
Mannheimer Swartling Advokatbyra AB 15 3.41 9,695 11 25 4.71 -1.30 King & Wood Mallesons 15 5.13 6,494 3 10 6.82 -1.69
Nishimura & Asahi 16 3.36 9,557 3 14 7.08 -3.72 Skadden Arps Slate Meagher & Flom LLP 16 5.08 6,435 7 8 7.47 -2.39
Morgan Lewis & Bockius LLP 17 3.34 9,489 7 90 0.6 2.74 Herbert Smith Freehills LLP 17 4.97 6,297 5 91 0.35 4.62
Clifford Chance LLP 18 3.32 9,444 30 2 15.2 -11.88 Blake Cassels & Graydon LLP 18 4.68 5,931 2 20 4.78 -0.10
Linklaters LLP 19 3.27 9,309 24 3 14.55 -11.28 Proskauer Rose LLP 19 4.53 5,742 5 52 1.42 3.11
Cravath Swaine & Moore LLP 20 3.27 9,303 6 62 1.08 2.19 Sullivan & Cromwell LLP 20 4.47 5,655 4 23 3.85 0.61
TOTAL 284,522 2,911 TOTAL 126,629 2,161
FIRM
2015 2014MKT SHR
CHANGE FIRM
2015 2014
VOLUME USD
(Mln)
MKT SHR
CHANGE RANK
MKT SHR
(%)
VOLUME USD
(Mln)
DEAL
COUNT RANK
MKT SHR
(%) RANK
MKT SHR
(%)
DEAL
COUNT RANK
MKT SHR
(%)
251,868 161,145
8
US Any Involvement (Volume) 01/01/2015 - 03/31/2015 US Any Involvement (Deal Count) 01/01/2015 - 03/31/2015
Davis Polk & Wardwell LLP 1 35.75 162,341 32 4 22.8 12.95 Jones Day 1 5.54 25,157 68 1 1.67 3.86
Sullivan & Cromwell LLP 2 31.59 143,471 27 22 4.1 27.49 Kirkland & Ellis LLP 2 18.24 82,829 55 2 9.36 8.87
Skadden Arps Slate Meagher & Flom LLP 3 24.18 109,816 45 1 32.04 -7.86 Fenwick & West LLP 3 0.41 1,868 46 6 5.37 -4.96
Cravath Swaine & Moore LLP 4 18.67 84,791 17 20 4.42 14.25 Skadden Arps Slate Meagher & Flom LLP 4 24.18 109,816 45 7 32.04 -7.86
Kirkland & Ellis LLP 5 18.24 82,829 55 10 9.36 8.87 Latham & Watkins LLP 5 17.63 80,065 43 3 19.51 -1.88
Latham & Watkins LLP 6 17.63 80,065 43 6 19.51 -1.88 Weil Gotshal & Manges LLP 6 4.96 22,504 37 5 17.61 -12.66
Simpson Thacher & Bartlett LLP 7 15.81 71,797 22 2 28.38 -12.58 Davis Polk & Wardwell LLP 7 35.75 162,341 32 9 22.8 12.95
Wachtell Lipton Rosen & Katz 8 14.5 65,834 21 11 7.91 6.59 Cooley LLP 8 1.23 5,568 31 13 0.85 0.37
Wilson Sonsini Goodrich & Rosati PC 9 9.79 44,460 22 44 1.53 8.26 Sullivan & Cromwell LLP 9 31.59 143,471 27 32 4.1 27.49
White & Case LLP 10 9.57 43,452 23 3 25.89 -16.32 Gibson Dunn & Crutcher LLP 10 4.74 21,525 26 17 1.64 3.10
Cleary Gottlieb Steen & Hamilton LLP 11 7.51 34,114 12 13 6.44 1.07 Morgan Lewis & Bockius LLP 11 0.51 2,300 24 13 0.78 -0.28
Osler Hoskin & Harcourt LLP 12 7.25 32,912 11 36 2.2 5.05 White & Case LLP 12 9.57 43,452 23 21 25.89 -16.32
Cadwalader Wickersham & Taft LLP 13 7.12 32,331 4 217 - 7.12 Simpson Thacher & Bartlett LLP 13 15.81 71,797 22 10 28.38 -12.58
Greenberg Traurig LLP 14 6.05 27,471 13 67 0.67 5.38 Wilson Sonsini Goodrich & Rosati PC 13 9.79 44,460 22 8 1.53 8.26
Debevoise & Plimpton LLP 15 6.03 27,389 17 33 2.53 3.50 Wachtell Lipton Rosen & Katz 15 14.5 65,834 21 26 7.91 6.59
Ropes & Gray LLP 16 5.92 26,877 19 38 1.98 3.93 Paul Weiss Rifkind Wharton & Garrison LLP 16 0.6 2,737 20 15 19.3 -18.69
Baker Botts LLP 17 5.77 26,224 17 31 2.59 3.18 Ropes & Gray LLP 17 5.92 26,877 19 18 1.98 3.93
Jones Day 18 5.54 25,157 68 41 1.67 3.86 O'Melveny & Myers LLP 17 0.5 2,276 19 4 3.47 -2.97
Goodwin Procter LLP 19 5.52 25,051 13 158 0.04 5.47 Vinson & Elkins LLP 19 2.1 9,527 18 19 3.22 -1.12
Blake Cassels & Graydon LLP 20 5.51 25,043 6 35 2.37 3.14 Hogan Lovells 19 0.83 3,770 18 40 4.23 -3.40
TOTAL 454,158 3,917 TOTAL 454,158 3,917
US Any Involvement - Principals (Volume) 01/01/2015 - 03/31/2015 US Any Involvement - Principals (Deal Count) 01/01/2015 - 03/31/2015
Sullivan & Cromwell LLP 1 28.35 112,380 17 22 4.48 23.87 Jones Day 1 6.27 24,850 67 1 2.1 4.17
Skadden Arps Slate Meagher & Flom LLP 2 23.16 91,818 40 1 35.28 -12.12 Kirkland & Ellis LLP 2 19.42 76,974 54 2 5.8 13.61
Kirkland & Ellis LLP 3 19.42 76,974 54 17 5.8 13.61 Fenwick & West LLP 3 0.47 1,868 46 4 6.74 -6.27
Cravath Swaine & Moore LLP 4 19.03 75,458 12 21 4.77 14.26 Skadden Arps Slate Meagher & Flom LLP 4 23.16 91,818 40 8 35.28 -12.12
Wachtell Lipton Rosen & Katz 5 16.61 65,834 21 8 9.92 6.69 Latham & Watkins LLP 5 9.4 37,281 39 3 22.76 -13.36
Wilson Sonsini Goodrich & Rosati PC 6 11.21 44,460 22 39 1.91 9.30 Weil Gotshal & Manges LLP 6 4.96 19,682 35 5 21.78 -16.82
Simpson Thacher & Bartlett LLP 7 10.87 43,096 19 16 6.14 4.73 Cooley LLP 7 1.4 5,568 31 10 1.07 0.33
Latham & Watkins LLP 8 9.4 37,281 39 4 22.76 -13.36 Morgan Lewis & Bockius LLP 8 0.58 2,300 24 10 0.98 -0.40
Davis Polk & Wardwell LLP 9 7.63 30,249 21 5 22.56 -14.93 Gibson Dunn & Crutcher LLP 9 2.84 11,273 23 19 0.78 2.06
Ropes & Gray LLP 10 6.78 26,877 19 34 2.49 4.29 Wilson Sonsini Goodrich & Rosati PC 10 11.21 44,460 22 7 1.91 9.30
Blake Cassels & Graydon LLP 11 6.32 25,043 6 31 2.98 3.34 Wachtell Lipton Rosen & Katz 11 16.61 65,834 21 24 9.92 6.69
Jones Day 12 6.27 24,850 67 37 2.1 4.17 Davis Polk & Wardwell LLP 11 7.63 30,249 21 25 22.56 -14.93
Clifford Chance LLP 13 5.55 21,989 8 19 4.95 0.59 Simpson Thacher & Bartlett LLP 13 10.87 43,096 19 13 6.14 4.73
Baker Botts LLP 14 5.45 21,615 15 30 3.13 2.32 Ropes & Gray LLP 13 6.78 26,877 19 16 2.49 4.29
Akin Gump Strauss Hauer & Feld LLP 15 5.03 19,930 6 94 0.4 4.62 Paul Weiss Rifkind Wharton & Garrison LLP 13 0.56 2,207 19 15 23.95 -23.39
Osler Hoskin & Harcourt LLP 16 4.97 19,685 10 32 2.76 2.21 Hogan Lovells 16 0.95 3,770 18 37 5.3 -4.35
Weil Gotshal & Manges LLP 17 4.96 19,682 35 6 21.78 -16.82 Sullivan & Cromwell LLP 17 28.35 112,380 17 41 4.48 23.87
Richards Layton & Finger PA 18 4.61 18,297 2 110 0.18 4.43 Vinson & Elkins LLP 17 2.4 9,527 17 17 4.03 -1.63
Slaughter & May 19 4.39 17,415 5 91 0.44 3.95 Sidley Austin LLP 19 4.21 16,697 16 10 7.17 -2.96
Sidley Austin LLP 20 4.21 16,697 16 12 7.17 -2.96 Debevoise & Plimpton LLP 19 3.75 14,865 16 37 2.73 1.02
TOTAL 396,461 854 TOTAL 396,461 854
FIRM
2015 2014MKT SHR
CHANGE FIRM
2015 2014MKT SHR
CHANGE RANK
MKT SHR
(%)
VOLUME USD
(Mln)
DEAL
COUNT RANK
MKT SHR
(%) RANK
MKT SHR
(%)
VOLUME USD
(Mln)
DEAL
COUNT RANK
MKT SHR
(%)
FIRM
2015 2014MKT SHR
CHANGE FIRM
2015 2014MKT SHR
CHANGE RANK
MKT SHR
(%)
VOLUME USD
(Mln)
DEAL
COUNT RANK
MKT SHR
(%) RANK
MKT SHR
(%)
VOLUME USD
(Mln)
DEAL
COUNT RANK
MKT SHR
(%)
317,454 317,454
398,191 398,191
9
Canada Any Involvement (Volume) 01/01/2015 - 03/31/2015 Canada Any Involvement (Deal Count) 01/01/2015 - 03/31/2015
Torys LLP 1 25.39 11,993 9 5 13.01 12.38 Stikeman Elliott LLP 1 5.06 2,391 23 3 15.71 -10.65
Osler Hoskin & Harcourt LLP 2 15.59 7,364 13 1 19.81 -4.22 McCarthy Tetrault LLP 2 2.08 983 14 3 17.72 -15.63
Sullivan & Cromwell LLP 3 15.59 7,362 4 12 6.43 9.15 Osler Hoskin & Harcourt LLP 3 15.59 7,364 13 5 19.81 -4.22
Mannheimer Swartling Advokatbyra AB 4 14.73 6,958 2 - - 14.73 Gowling Lafleur Henderson LLP 4 3.34 1,576 12 2 3.91 -0.58
Advokatfirman Vinge KB 4 14.73 6,958 1 - - 14.73 Borden Ladner Gervais LLP 5 0.81 382 11 12 1.61 -0.80
Wachtell Lipton Rosen & Katz 6 11.26 5,317 1 - - 11.26 Torys LLP 6 25.39 11,993 9 9 13.01 12.38
Paul Weiss Rifkind Wharton & Garrison LLP 7 7.39 3,489 6 10 7.33 0.05 Blake Cassels & Graydon LLP 6 1.45 687 9 1 11.55 -10.10
Demarest Advogados 8 5.39 2,544 2 79 0.01 5.38 Norton Rose Fulbright LLP 6 1.41 665 9 5 17.54 -16.13
Barbosa Mussnich & Aragao 9 5.27 2,488 1 - - 5.27 Fasken Martineau DuMoulin LLP 9 2.87 1,357 7 10 3.64 -0.77
Mattos Filho Veiga Filho Marrey Jr e Quiroga 9 5.27 2,488 1 - - 5.27 Paul Weiss Rifkind Wharton & Garrison LLP 10 7.39 3,489 6 17 7.33 0.05
Weil Gotshal & Manges LLP 11 5.08 2,400 3 53 0.77 4.31 Cassels Brock & Blackwell LLP 11 3.91 1,848 5 12 0.91 3.00
Ropes & Gray LLP 11 5.08 2,400 1 - - 5.08 Sullivan & Cromwell LLP 12 15.59 7,362 4 17 6.43 9.15
Wilson Sonsini Goodrich & Rosati PC 11 5.08 2,400 1 47 0.99 4.09 McMillan LLP 12 0.59 277 4 46 0.06 0.53
Stikeman Elliott LLP 14 5.06 2,391 23 4 15.71 -10.65 Weil Gotshal & Manges LLP 14 5.08 2,400 3 46 0.77 4.31
Shearman & Sterling LLP 15 3.97 1,876 1 40 1.25 2.72 Morgan Lewis & Bockius LLP 14 3.58 1,690 3 30 0.38 3.20
Slaughter & May 15 3.97 1,876 1 27 3.03 0.94 Goodmans LLP 14 1.38 652 3 12 6.43 -5.05
Cassels Brock & Blackwell LLP 17 3.91 1,848 5 50 0.91 3.00 Dorsey & Whitney LLP 14 1.21 569 3 12 0.98 0.23
Morgan Lewis & Bockius LLP 18 3.58 1,690 3 60 0.38 3.20 Bennett Jones LLP 14 0.76 358 3 17 1.58 -0.82
Gowling Lafleur Henderson LLP 19 3.34 1,576 12 24 3.91 -0.58 Herbert Smith Freehills LLP 14 0.09 43 3 46 - 0.09
Fasken Martineau DuMoulin LLP 20 2.87 1,357 7 25 3.64 -0.77 Mannheimer Swartling Advokatbyra AB 20 14.73 6,958 2 - - 14.73
TOTAL 47,233 654 TOTAL 47,233 654
Brazil Any Involvement (Volume) 01/01/2015 - 03/31/2015
Barbosa Mussnich & Aragao 1 37.18 3,586 4 3 26.14 11.04
Mattos Filho Veiga Filho Marrey Jr e Quiroga 2 32.9 3,173 8 1 40.44 -7.54
Demarest Advogados 3 26.38 2,544 8 10 8.41 17.96
Tozzini Freire Teixeira E Silva 4 3.11 300 3 15 4.98 -1.87
Pinheiro Guimaraes Advogados 4 3.11 300 1 - - 3.11
Lefosse Advogados 4 3.11 300 1 11 8.28 -5.17
Machado Meyer Sendacz e Opice Advogados 7 2.8 270 6 16 3.4 -0.60
Baker & McKenzie LLP 8 2.21 213 1 29 - 2.21
Anderson Mori & Tomotsune 9 2.05 198 1 - - 2.05
Souza Cescon Barrieu & Flesch Advogados 10 1.56 150 4 2 33.56 -32.01
Vinson & Elkins LLP 10 1.56 150 1 22 0.73 0.82
Jones Day 12 0.58 56 1 18 2.11 -1.53
Veirano Advogados 13 0.02 2 2 24 0.65 -0.63
Lobo & Rizzo Advogados 14 - - 1 23 0.72 -0.72
Pinheiro Neto Advogados 14 - - 3 4 16.23 -16.23
TOTAL 9,645 91
FIRM
2015
RANK
MKT SHR
(%)
VOLUME USD
(Mln)
DEAL
COUNT RANK
MKT SHR
(%) RANK
MKT SHR
(%)
VOLUME USD
(Mln)
FIRM
2015 2014MKT SHR
CHANGE RANK
MKT SHR
(%)
VOLUME USD
(Mln)
DEAL
COUNT RANK
MKT SHR
(%)
18,396
34,984 34,984
2014MKT SHR
CHANGE FIRM
2015 2014MKT SHR
CHANGE
DEAL
COUNT RANK
MKT SHR
(%)
10
Europe Any Involvement (Volume) 01/01/2015 - 03/31/2015 Europe Any Involvement (Deal Count) 01/01/2015 - 03/31/2015
Freshfields Bruckhaus Deringer LLP 1 19.65 44,134 30 1 23.19 -3.54 Allen & Overy LLP 1 6.74 15,136 35 2 17.45 -10.71
Davis Polk & Wardwell LLP 2 16.19 36,364 11 11 6.59 9.61 Jones Day 2 2.67 5,993 33 1 1.4 1.27
Skadden Arps Slate Meagher & Flom LLP 3 13.92 31,258 13 12 6.58 7.34 CMS Legal Services EEIG 3 0.94 2,106 32 3 0.68 0.25
White & Case LLP 4 11.74 26,354 23 28 3.63 8.10 Clifford Chance LLP 4 4.09 9,173 31 7 13.27 -9.19
Herbert Smith Freehills LLP 5 10.88 24,431 13 27 3.88 7.00 Freshfields Bruckhaus Deringer LLP 5 19.65 44,134 30 5 23.19 -3.54
Simpson Thacher & Bartlett LLP 6 10.6 23,796 9 5 11.73 -1.13 Linklaters LLP 6 4.32 9,708 28 4 11.44 -7.12
Slaughter & May 7 10.08 22,642 14 13 6.18 3.91 Latham & Watkins LLP 7 7.47 16,765 25 8 5.9 1.56
De Brauw Blackstone Westbroek NV 8 7.99 17,937 5 55 1.02 6.97 White & Case LLP 8 11.74 26,354 23 10 3.63 8.10
Latham & Watkins LLP 9 7.47 16,765 25 16 5.9 1.56 Hogan Lovells 9 1.46 3,280 22 12 1.93 -0.47
Wilson Sonsini Goodrich & Rosati PC 10 7.13 16,005 2 90 0.22 6.91 Weil Gotshal & Manges LLP 10 1.89 4,247 19 11 6.96 -5.07
Houthoff Buruma 11 7.03 15,791 6 30 2.97 4.07 Baker & McKenzie LLP 11 1.57 3,518 16 9 1.5 0.06
Allen & Overy LLP 12 6.74 15,136 35 2 17.45 -10.71 Slaughter & May 12 10.08 22,642 14 23 6.18 3.91
Sullivan & Cromwell LLP 13 5.41 12,149 9 3 16.58 -11.17 Skadden Arps Slate Meagher & Flom LLP 13 13.92 31,258 13 32 6.58 7.34
Homburger AG 14 4.9 11,007 6 52 1.12 3.78 Herbert Smith Freehills LLP 13 10.88 24,431 13 14 3.88 7.00
Torys LLP 15 4.67 10,491 3 159 0.01 4.66 Mannheimer Swartling Advokatbyra AB 13 4.34 9,744 13 32 4.95 -0.61
Mannheimer Swartling Advokatbyra AB 16 4.34 9,744 13 20 4.95 -0.61 Loyens & Loeff NV 13 1.87 4,209 13 21 4.77 -2.90
Linklaters LLP 17 4.32 9,708 28 6 11.44 -7.12 Advokatfirman Vinge KB 17 3.67 8,236 12 32 3.95 -0.28
Morgan Lewis & Bockius LLP 18 4.21 9,456 5 72 0.5 3.71 Gibson Dunn & Crutcher LLP 17 1.18 2,649 12 69 0.23 0.95
Clifford Chance LLP 19 4.09 9,173 31 4 13.27 -9.19 Fenwick & West LLP 17 0.12 259 12 59 0.24 -0.12
Cravath Swaine & Moore LLP 20 3.81 8,553 5 86 0.27 3.54 Davis Polk & Wardwell LLP 20 16.19 36,364 11 59 6.59 9.61
TOTAL 224,544 2,429 TOTAL 224,544 2,429
Europe Any Involvement - Principals (Volume) 01/01/2015 - 03/31/2015 Europe Any Involvement - Principals (Deal Count) 01/01/2015 - 03/31/2015
Freshfields Bruckhaus Deringer LLP 1 27.98 44,134 30 1 31.57 -3.60 Allen & Overy LLP 1 9.29 14,655 34 2 22.23 -12.94
Skadden Arps Slate Meagher & Flom LLP 2 19.82 31,258 13 8 8.75 11.06 Jones Day 2 3.8 5,993 33 1 1.9 1.90
Herbert Smith Freehills LLP 3 15.49 24,431 13 27 4.02 11.47 CMS Legal Services EEIG 3 1.33 2,106 32 3 0.93 0.40
Simpson Thacher & Bartlett LLP 4 14.48 22,841 8 14 7.21 7.27 Clifford Chance LLP 4 5.81 9,173 31 7 18.07 -12.25
Slaughter & May 5 14.35 22,642 14 9 8.41 5.94 Freshfields Bruckhaus Deringer LLP 5 27.98 44,134 30 4 31.57 -3.60
De Brauw Blackstone Westbroek NV 6 11.37 17,937 5 51 1.39 9.98 Linklaters LLP 6 6.15 9,708 28 4 14.92 -8.77
Latham & Watkins LLP 7 10.63 16,765 25 12 8.04 2.59 Latham & Watkins LLP 7 10.63 16,765 25 8 8.04 2.59
Wilson Sonsini Goodrich & Rosati PC 8 10.15 16,005 2 84 0.3 9.84 Hogan Lovells 8 2.08 3,280 22 12 2.46 -0.38
Houthoff Buruma 9 10.01 15,791 6 26 4.04 5.97 White & Case LLP 9 3.19 5,040 20 10 4.92 -1.73
Allen & Overy LLP 10 9.29 14,655 34 2 22.23 -12.94 Weil Gotshal & Manges LLP 10 2.69 4,247 19 11 9.47 -6.78
Davis Polk & Wardwell LLP 11 7.67 12,095 9 22 5.87 1.79 Baker & McKenzie LLP 11 2.23 3,518 16 9 2.05 0.18
Homburger AG 12 6.98 11,007 6 48 1.52 5.45 Slaughter & May 12 14.35 22,642 14 23 8.41 5.94
Sullivan & Cromwell LLP 13 6.87 10,829 6 19 6.73 0.14 Skadden Arps Slate Meagher & Flom LLP 13 19.82 31,258 13 36 8.75 11.06
Torys LLP 14 6.65 10,491 3 158 0.01 6.64 Herbert Smith Freehills LLP 13 15.49 24,431 13 14 4.02 11.47
Mannheimer Swartling Advokatbyra AB 15 6.18 9,744 13 17 6.73 -0.56 Mannheimer Swartling Advokatbyra AB 13 6.18 9,744 13 32 6.73 -0.56
Linklaters LLP 16 6.15 9,708 28 4 14.92 -8.77 Loyens & Loeff NV 13 2.67 4,209 13 20 6.5 -3.83
Morgan Lewis & Bockius LLP 17 5.99 9,456 5 66 0.69 5.31 Advokatfirman Vinge KB 17 5.22 8,236 12 41 0.18 5.04
Clifford Chance LLP 18 5.81 9,173 31 3 18.07 -12.25 Fenwick & West LLP 17 0.16 259 12 58 0.32 -0.16
Axinn Veltrop & Harkrider LLP 19 5.39 8,501 1 - - 5.39 Cuatrecasas Goncalves Pereira 19 0.1 160 11 58 0.07 0.03
Advokatfirman Vinge KB 20 5.22 8,236 12 100 0.18 5.04 Gibson Dunn & Crutcher LLP 20 0.73 1,154 10 79 0.2 0.53
TOTAL 157,745 636 TOTAL 157,745 636
FIRM
2015 2014MKT SHR
CHANGE RANK
MKT SHR
(%)
VOLUME USD
(Mln)
DEAL
COUNT RANK
MKT SHR
(%)
MKT SHR
(%)
VOLUME USD
(Mln)
DEAL
COUNT RANK
MKT SHR
(%) FIRM
RANK
MKT SHR
(%)
VOLUME USD
(Mln)
DEAL
COUNT RANK
MKT SHR
(%) RANK
MKT SHR
(%)
2015 2014MKT SHR
CHANGE FIRM
2015
VOLUME USD
(Mln)
DEAL
COUNT
MKT SHR
CHANGE
2014MKT SHR
CHANGE RANK
MKT SHR
(%)
FIRM
2015 2014
RANK
239,849 239,849
176,166 176,166 11
UK Any Involvement (Volume) 01/01/2015 - 03/31/2015 UK Any Involvement (Deal Count) 01/01/2015 - 03/31/2015
Freshfields Bruckhaus Deringer LLP 1 39.57 36,093 19 1 32.66 6.92 Freshfields Bruckhaus Deringer LLP 1 39.57 36,093 19 5 32.66 6.92
Herbert Smith Freehills LLP 2 19.67 17,941 8 14 4.98 14.69 Clifford Chance LLP 2 6.75 6,159 16 7 19.17 -12.41
Slaughter & May 3 16.56 15,101 10 13 6.51 10.04 Jones Day 3 2.37 2,163 14 1 1.62 0.75
Davis Polk & Wardwell LLP 4 12.44 11,344 4 29 2.13 10.31 Allen & Overy LLP 4 8.65 7,891 12 2 18.26 -9.61
Skadden Arps Slate Meagher & Flom LLP 5 9.43 8,597 6 20 3.44 5.98 Latham & Watkins LLP 5 6.49 5,916 11 10 3.08 3.41
Axinn Veltrop & Harkrider LLP 6 9.32 8,501 1 - - 9.32 Linklaters LLP 5 4.25 3,875 11 5 3.61 0.64
Allen & Overy LLP 7 8.65 7,891 12 3 18.26 -9.61 Hogan Lovells 5 3.6 3,280 11 12 3.56 0.04
Clifford Chance LLP 8 6.75 6,159 16 2 19.17 -12.41 Slaughter & May 8 16.56 15,101 10 12 6.51 10.04
Latham & Watkins LLP 9 6.49 5,916 11 21 3.08 3.41 CMS Legal Services EEIG 8 0.31 280 10 4 0.69 -0.38
Shearman & Sterling LLP 10 5.35 4,876 3 56 0.34 5.01 White & Case LLP 10 2.83 2,582 9 12 2.65 0.18
Simpson Thacher & Bartlett LLP 11 5.26 4,798 6 4 16.44 -11.18 Weil Gotshal & Manges LLP 10 1.21 1,104 9 12 13.19 -11.98
Paul Weiss Rifkind Wharton & Garrison LLP 12 4.82 4,395 3 58 0.26 4.56 Herbert Smith Freehills LLP 12 19.67 17,941 8 12 4.98 14.69
Linklaters LLP 13 4.25 3,875 11 17 3.61 0.64 Travers Smith 13 3.31 3,022 7 12 0.24 3.07
Torys LLP 14 3.87 3,533 2 104 - 3.87 Squire Patton Boggs US LLP 13 2 7 11 0.25 -0.24
Hogan Lovells 15 3.6 3,280 11 18 3.56 0.04 Skadden Arps Slate Meagher & Flom LLP 15 9.43 8,597 6 24 3.44 5.98
Travers Smith 16 3.31 3,022 7 61 0.24 3.07 Simpson Thacher & Bartlett LLP 15 5.26 4,798 6 20 16.44 -11.18
White & Case LLP 17 2.83 2,582 9 22 2.65 0.18 Gibson Dunn & Crutcher LLP 15 2.7 2,463 6 70 0.11 2.59
Loyens & Loeff NV 18 2.78 2,535 5 7 10.3 -7.52 Ashurst LLP 15 1.21 1,099 6 37 2.42 -1.22
Gibson Dunn & Crutcher LLP 19 2.7 2,463 6 74 0.11 2.59 Olswang 15 0.93 851 6 9 0.75 0.18
Debevoise & Plimpton LLP 20 2.69 2,455 4 71 0.12 2.57 Loyens & Loeff NV 20 2.78 2,535 5 70 10.3 -7.52
TOTAL 91,207 980 TOTAL 91,207 980
Germany Any Involvement (Deal Count) 01/01/2015 - 03/31/2015 France Any Involvement (Deal Count) 01/01/2015 - 03/31/2015
CMS Legal Services EEIG 1 7.38 1,765 19 2 1.02 6.35 1 1.71 361 10 1 0.63 1.08
Clifford Chance LLP 2 5.69 1,361 10 5 29.9 -24.21 2 10.17 2,143 9 8 3 7.17
Noerr LLP 3 3.87 927 8 5 9.37 -5.50 3 7.16 1,508 7 5 9.03 -1.87
Freshfields Bruckhaus Deringer LLP 3 2.36 565 8 1 39.84 -37.48 4 9.57 2,016 5 3 6.19 3.38
Luther Rechtsanwaltsgesellschaft mbH 3 - - 8 37 - - 4 2.12 446 5 8 0.65 1.47
Linklaters LLP 6 8.09 1,935 6 3 40.18 -32.09 4 0.46 96 5 2 0.89 -0.43
Hengeler Mueller 6 5.26 1,258 6 7 28.3 -23.05 4 - - 5 5 51.54 -51.54
Hogan Lovells 6 0.19 45 6 9 1.99 -1.80 8 2.06 434 4 13 41 -38.94
Allen & Overy LLP 6 - - 6 7 2.61 -2.61 8 0.05 10 4 22 0.32 -0.27
Jones Day 10 3.04 727 5 4 1 2.04 8 - - 4 17 1.63 -1.63
Mannheimer Swartling Advokatbyra AB 10 - - 5 11 22.63 -22.63 11 10.58 2,228 3 4 42.07 -31.49
Weil Gotshal & Manges LLP 12 5.93 1,418 4 37 1.46 4.47 11 7.16 1,508 3 - - 7.16
Latham & Watkins LLP 12 3.04 727 4 9 22.23 -19.19 11 0.53 112 3 - - 0.53
Taylor Wessing 12 0.6 143 4 37 - 0.60 11 0.21 44 3 - - 0.21
White & Case LLP 15 - - 3 14 2.95 -2.95 11 0.13 28 3 8 2.13 -1.99
Kim & Chang 16 3.04 727 2 37 0.04 3.00 11 - - 3 13 3.54 -3.54
Ropes & Gray LLP 16 1.17 280 2 - - 1.17 11 - - 3 22 - -
Kirkland & Ellis LLP 16 0.93 221 2 37 - 0.93 11 - - 3 13 1.47 -1.47
Mori Hamada & Matsumoto 16 0.91 219 2 - - 0.91 11 - - 3 22 1.37 -1.37
Roschier Attorneys Ltd 16 0.44 105 2 15 22.6 -22.17
Jones Day
Latham & Watkins LLP
Clifford Chance LLP
Weil Gotshal & Manges LLP
Dechert LLP
CMS Legal Services EEIG
Bredin Prat
Willkie Farr & Gallagher LLP
Gide Loyrette Nouel
Olswang
Allen & Overy LLP
Loyens & Loeff NV
Veil Jourde
Fenwick & West LLP
White & Case LLP
De Pardieu Brocas Maffei
Hogan Lovells
Dentons
Skadden Arps Slate Meagher & Flom LLP
Linklaters LLP 11 - - 3 12 0.14 -0.14
TOTAL 23,924 423 TOTAL 21,060 320
FIRM
2015 2014MKT SHR
CHANGE FIRM
2015 2014
RANK
MKT SHR
(%)
VOLUME USD
(Mln)
DEAL
COUNT RANK
MKT SHR
(%) RANK
FIRM
2015 2014MKT SHR
CHANGE RANK
MKT SHR
(%)
VOLUME USD
(Mln)
DEAL
COUNT RANK
MKT SHR
(%)
2015 2014MKT SHR
CHANGE RANK
MKT SHR
(%)
VOLUME USD
(Mln)FIRM
DEAL
COUNT RANK
MKT SHR
(%)
46,743 40,489
107,603 107,603
MKT SHR
CHANGE
MKT SHR
(%) RANK
MKT SHR
(%)
VOLUME USD
(Mln)
DEAL
COUNT
12
Italy Any Involvement (Deal Count) 01/01/2015 - 03/31/2015 Benelux Any Involvement (Deal Count) 01/01/2015 - 03/31/2015
Legance Studio Legale Associato 1 6.01 1,397 6 11 - 6.01 Loyens & Loeff NV 1 10.4 4,209 12 3 23.26 -12.86
Gianni Origoni Grippo Capelli Partners 2 3.94 916 4 - - 3.94 Allen & Overy LLP 2 7.02 2,841 7 1 64.38 -57.36
Portolano Cavallo Studio Legale 2 - - 4 11 0.02 -0.02 CMS Legal Services EEIG 2 0.11 46 7 2 0.49 -0.38
Slaughter & May 4 10.69 2,482 3 - - 10.69 Houthoff Buruma 4 39 15,791 6 10 0.05 38.96
Latham & Watkins LLP 4 6.01 1,397 3 - - 6.01 White & Case LLP 4 38.95 15,769 6 17 3.07 35.88
Homburger AG 6 10.69 2,482 2 - - 10.69 Freshfields Bruckhaus Deringer LLP 4 7.69 3,112 6 11 34.58 -26.89
Bonelli Erede Pappalardo 6 10.69 2,482 2 - - 10.69 Clifford Chance LLP 4 5.59 2,264 6 6 5.93 -0.34
Linklaters LLP 6 4.48 1,040 2 4 0.94 3.54 De Brauw Blackstone Westbroek NV 8 44.3 17,937 5 12 1.25 43.05
Grimaldi e Associati 6 3.94 916 2 - - 3.94 Linklaters LLP 8 4.49 1,816 5 6 11.93 -7.45
Jones Day 6 0.88 204 2 11 - 0.88 Baker & McKenzie LLP 8 1.03 418 5 6 1.6 -0.57
Cuatrecasas Goncalves Pereira 6 0.46 108 2 - - 0.46 Davis Polk & Wardwell LLP 11 46.51 18,829 3 - - 46.51
Skadden Arps Slate Meagher & Flom LLP 6 0.43 99 2 11 29.53 -29.11 Cleary Gottlieb Steen & Hamilton LLP 11 - - 3 39 0.72 -0.72
CMS Legal Services EEIG 6 - - 2 8 - - Skadden Arps Slate Meagher & Flom LLP 13 39.59 16,029 2 39 5.29 34.30
Allen & Overy LLP 6 - - 2 2 0.42 -0.42 Latham & Watkins LLP 13 9.95 4,027 2 16 0.57 9.38
De Brauw Blackstone Westbroek NV 15 6.19 1,438 1 - - 6.19 Weil Gotshal & Manges LLP 13 3.72 1,508 2 39 - 3.72
Sullivan & Cromwell LLP 15 6.01 1,397 1 11 29.53 -23.52 Gibson Dunn & Crutcher LLP 13 1.86 752 2 39 0.48 1.38
O'Melveny & Myers LLP 15 6.01 1,397 1 - - 6.01 Slaughter & May 13 1.55 628 2 39 - 1.55
Studio Biscozzi Nobili 15 0.7 162 1 - - 0.70 Noerr LLP 13 1.39 562 2 39 - 1.39
Clifford Chance LLP 15 0.7 162 1 2 31.02 -30.32 King & Spalding LLP 13 1.39 562 2 - - 1.39
Baker & McKenzie LLP 15 0.25 57 1 4 4.59 -4.35 McCarthy Tetrault LLP 13 0.3 123 2 39 0.04 0.26
TOTAL 23,227 131 TOTAL 40,487 254
Iberia Any Involvement (Deal Count) 01/01/2015 - 03/31/2015 Nordic Any Involvement (Deal Count) 01/01/2015 - 03/31/2015
Cuatrecasas Goncalves Pereira 1 0.53 160 11 4 0.76 -0.23 1 64.41 9,744 12 2 39.47 24.93
Gomez-Acebo & Pombo Abogados SLP 2 0.4 123 7 5 0.36 0.05 1 54.44 8,236 12 3 31.53 22.92
Rousaud Costas Duran Slp 2 0.01 3 7 - - 0.01 3 1.2 182 9 1 49.13 -47.93
Linklaters LLP 4 14.65 4,458 6 - - 14.65 4 3.33 503 8 13 30.45 -27.12
Freshfields Bruckhaus Deringer LLP 5 50.96 15,511 5 11 63.08 -12.12 5 2.85 431 7 3 25.45 -22.60
Allen & Overy LLP 5 10.67 3,247 5 2 3.08 7.59 6 2.61 394 5 7 8.37 -5.76
Jones Day 5 0.25 75 5 6 0.01 0.23 6 0.41 62 5 13 2.49 -2.08
Latham & Watkins LLP 8 15.28 4,649 4 16 - 15.28 6 0.4 61 5 5 5.88 -5.48
Uria Menendez Abogados SLP 8 0.3 92 4 1 5.39 -5.09 6 0.11 16 5 5 0.46 -0.35
White & Case LLP 10 23.51 7,154 3 16 - 23.51 10 0.11 17 4 11 0.33 -0.21
Hogan Lovells 10 0.15 45 3 11 - 0.15 11 1.27 192 3 20 0.54 0.73
Perez-Llorca 10 - - 3 9 0.31 -0.31 11 1.06 161 3 - - 1.06
Herbert Smith Freehills LLP 13 58.06 17,670 2 11 13.44 44.62 13 2.61 394 2 8 0.3 2.30
Cravath Swaine & Moore LLP 13 15.14 4,609 2 - - 15.14 13 0.84 126 2 13 31.82 -30.99
Garrigues Abogados 13 1.58 482 2 2 62.45 -60.87 13 0.41 62 2 20 0.03 0.38
Machado Meyer Sendacz e Opice Advogados 13 0.71 215 2 - - 0.71 13 - - 2 20 - -
Mattos Filho Veiga Filho Marrey Jr e Quiroga 13 0.71 215 2 16 - 0.71 13 - - 2 13 0.51 -0.51
Slaughter & May 13 0.4 123 2 - - 0.40 18 45.99 6,958 1 - - 45.99
Ashurst LLP 13 - - 2 - - - 18 18.09 2,737 1 20 0.66 17.44
Wiggin & Dana LLP 20 15.14 4,609 1 - - 15.14
Mannheimer Swartling Advokatbyra AB
Advokatfirman Vinge KB
Roschier Attorneys Ltd
Linklaters LLP
Hannes Snellman Advokatbyra Ab/FI
White & Case LLP
Allen & Overy LLP
Advokatfirmaet Thommessen AS
Advokatfirmaet Schjodt AS
CMS Legal Services EEIG
Latham & Watkins LLP
Weil Gotshal & Manges LLP
Jones Day
Clifford Chance LLP
Raidla Lejins & Norcous
Cooley LLP
Dentons
Torys LLP
Gernandt & Danielsson
DLA Piper LLP 18 1.49 225 1 - - 1.49
TOTAL 30,436 142 TOTAL 15,128 358
FIRM
2015 2014MKT SHR
CHANGE FIRM
2015 2014MKT SHR
CHANGE RANK
MKT SHR
(%)
VOLUME USD
(Mln)
DEAL
COUNT RANK
MKT SHR
(%) RANK
MKT SHR
(%)
VOLUME USD
(Mln)
DEAL
COUNT RANK
MKT SHR
(%)
MKT SHR
CHANGE RANK
MKT SHR
(%)
VOLUME USD
(Mln)
DEAL
COUNT RANK
MKT SHR
(%) RANK
MKT SHR
(%)
VOLUME USD
(Mln)
DEAL
COUNT RANK
MKT SHR
(%) FIRM
2015 2014MKT SHR
CHANGE FIRM
2015 2014
49,229 14,729
30,056 16,523 13
Eastern Europe Any Involvement (Deal Count) 01/01/2015 - 03/31/2015
1 13.48 1,536 7 2 0.91 12.57
2 0.65 74 4 4 0.3 0.35
3 14.22 1,620 3 11 6.63 7.58
3 0.07 8 3 2 0.1 -0.03
3 - - 3 18 1.95 -1.95
3 - - 3 9 17.68 -17.68
7 13.23 1,508 2 25 - 13.23
7 4.93 562 2 - - 4.93
7 - - 2 6 1.08 -1.08
7 - - 2 1 0.12 -0.12
7 - - 2 4 2.12 -2.12
12 13.23 1,508 1 - - 13.23
12 13.23 1,508 1 18 45.07 -31.84
12 13.23 1,508 1 11 12.18 1.05
12 12.93 1,474 1 - - 12.93
12 12.93 1,474 1 - - 12.93
12 12.93 1,474 1 25 43.71 -30.78
12 12.93 1,474 1 - - 12.93
12 4.93 562 1 15 - 4.93
Allen & Overy LLP
Raidla Lejins & Norcous
Weil Gotshal & Manges LLP
SORAINEN
Baker & McKenzie LLP
White & Case LLP
Loyens & Loeff NV
King & Spalding LLP
CMS Legal Services EEIG
LAWIN
Dentons
Domanski Zakrzewski Palinka sp k
Latham & Watkins LLP
Clifford Chance LLP
Walkers/Cayman Islands
Maples & Calder/United Kingdom
Skadden Arps Slate Meagher & Flom LLP
Vinson & Elkins LLP
Noerr LLP
Shearman & Sterling LLP 12 3.37 385 1 - - 3.37
TOTAL 11,399 192
FIRM
2015 2014MKT SHR
CHANGE RANK
MKT SHR
(%)
VOLUME USD
(Mln)
DEAL
COUNT RANK
MKT SHR
(%)
16,216
14
APAC Ex Japan Any Involvement (Volume) 01/01/2015 - 03/31/2015 APAC Ex Japan Any Involvement (Deal Count) 01/01/2015 - 03/31/2015
Freshfields Bruckhaus Deringer LLP 1 26.58 65,807 7 1 15.75 10.84 AZB & Partners 1 1.1 2,728 24 29 1.51 -0.41
Allens 2 20.19 49,973 10 11 6.05 14.13 Herbert Smith Freehills LLP 2 15.04 37,222 19 6 7.13 7.90
Linklaters LLP 3 18.41 45,578 6 2 10.25 8.16 King & Wood Mallesons 3 4.76 11,780 18 5 9.5 -4.74
Skadden Arps Slate Meagher & Flom LLP 4 17.89 44,280 9 6 7.26 10.63 Minter Ellison 4 3.91 9,690 13 12 2.77 1.15
Stikeman Elliott LLP 5 16.89 41,815 3 19 3.92 12.97 Allen & Overy LLP 4 1.73 4,279 13 4 1.35 0.38
Herbert Smith Freehills LLP 6 15.04 37,222 19 7 7.13 7.90 Lee & Ko 6 0.88 2,170 12 2 5.08 -4.20
Ashurst LLP 7 7.52 18,620 4 15 4.71 2.81 Baker & McKenzie LLP 6 0.21 517 12 3 3.59 -3.38
King & Wood Mallesons 8 4.76 11,780 18 3 9.5 -4.74 Grandall Legal Group 8 1.99 4,930 11 29 1.43 0.56
Mori Hamada & Matsumoto 9 4.18 10,356 4 60 0.72 3.47 Allens 9 20.19 49,973 10 7 6.05 14.13
Minter Ellison 10 3.91 9,690 13 23 2.77 1.15 Shin & Kim 9 1 2,484 10 15 0.91 0.10
Kirkland & Ellis LLP 11 2.66 6,578 5 24 2.75 -0.10 Kim & Chang 9 0.96 2,380 10 1 6.11 -5.15
Nishimura & Asahi 12 2.56 6,332 2 47 1.32 1.24 Clifford Chance LLP 9 0.8 1,987 10 22 7.96 -7.16
Grandall Legal Group 13 1.99 4,930 11 39 1.43 0.56 Skadden Arps Slate Meagher & Flom LLP 13 17.89 44,280 9 12 7.26 10.63
Allen & Overy LLP 14 1.73 4,279 13 43 1.35 0.38 WongPartnership LLP 13 1.46 3,611 9 15 6.47 -5.01
Slaughter & May 15 1.53 3,788 1 50 1.02 0.51 Allen & Gledhill 15 0.86 2,134 8 10 8.44 -7.58
WongPartnership LLP 16 1.46 3,611 9 8 6.47 -5.01 Norton Rose Fulbright LLP 15 0.12 303 8 22 2.29 -2.16
Davis Polk & Wardwell LLP 17 1.39 3,437 5 16 4.49 -3.10 Gilbert + Tobin 15 0.03 62 8 36 3.23 -3.21
Tian Yuan Law Firm 18 1.19 2,939 6 44 1.35 -0.16 Freshfields Bruckhaus Deringer LLP 18 26.58 65,807 7 21 15.75 10.84
AZB & Partners 19 1.1 2,728 24 34 1.51 -0.41 Amarchand Mangaldas & Suresh A Shroff & Co 18 0.39 966 7 19 0.72 -0.33
Shin & Kim 20 1 2,484 10 52 0.91 0.10 Jones Day 18 0.38 953 7 28 0.74 -0.36
TOTAL 247,544 2,099 TOTAL 247,544 2,099
AU & NZ Any Involvement (Deal Count) 01/01/2015 - 03/31/2015 Japan Any Involvement (Deal Count) 01/01/2015 - 03/31/2015
Herbert Smith Freehills LLP 1 59.08 21,748 14 6 27.66 31.42 Nagashima Ohno & Tsunematsu 1 3.05 1,658 25 2 13.45 -10.40
Minter Ellison 2 26.33 9,690 12 4 18.56 7.77 Mori Hamada & Matsumoto 2 20.63 11,211 18 1 13.26 7.37
Allens 3 22.46 8,267 9 1 40.8 -18.34 Anderson Mori & Tomotsune 3 1.77 960 16 4 2.85 -1.09
King & Wood Mallesons 3 20.63 7,593 9 2 15.19 5.44 Nishimura & Asahi 4 17.65 9,590 11 3 58.55 -40.90
Gilbert + Tobin 5 0.17 62 8 11 21.78 -21.61 Oh-Ebashi LPC & Partners 4 0.33 177 11 5 3.48 -3.16
HWL Ebsworth Lawyers 6 0.27 101 7 24 0.13 0.15 Morrison & Foerster LLP 6 1.85 1,007 7 11 - 1.85
Norton Rose Fulbright LLP 7 0.75 275 6 10 14.96 -14.21 Baker & McKenzie LLP 7 1.3 705 6 20 0.05 1.24
Allen & Overy LLP 7 0.03 11 6 8 6.29 -6.26 Herbert Smith Freehills LLP 8 12.09 6,571 4 11 0.21 11.89
Baker & McKenzie LLP 9 0.99 365 5 8 12.2 -11.21 Freshfields Bruckhaus Deringer LLP 8 8.49 4,612 4 5 1.11 7.38
Ashurst LLP 10 38.54 14,187 3 2 31.76 6.78 Jones Day 8 6.05 3,287 4 5 6.05
Kirkland & Ellis LLP 11 15.56 5,729 2 24 0.63 14.93 Clifford Chance LLP 8 2.54 1,382 4 36 0.59 1.96
Arnold Bloch Leibler 11 2.98 1,097 2 - - 2.98 Shearman & Sterling LLP 12 5.61 3,049 3 20 0.19 5.42
MacFarlanes Ltd 11 2.56 944 2 14 6.01 -3.44 Gianni Origoni Grippo Capelli Partners 12 1.69 916 3 - - 1.69
Corrs Chambers Westgarth 11 0.68 251 2 6 3.8 -3.12 Allen & Overy LLP 12 0.67 366 3 10 - 0.67
McCarthy Tetrault LLP 11 0.34 124 2 24 9.75 -9.41 Ashurst LLP 15 8.16 4,433 2 - - 8.16
Olswang 11 - - 2 - - - Cleary Gottlieb Steen & Hamilton LLP 15 6.95 3,775 2 36 47.59 -40.64
Nishimura & Asahi 17 17.04 6,271 1 - - 17.04 CMS Legal Services EEIG 15 3.07 1,669 2 20 - 3.07
K&L Gates LLP 17 3.52 1,294 1 11 1.12 2.39 Allen & Gledhill 15 2.21 1,200 2 20 0.55 1.66
Skadden Arps Slate Meagher & Flom LLP 17 2.46 907 1 24 11.39 -8.92 Advokatfirman Vinge KB 15 1.99 1,081 2 - - 1.99
Latham & Watkins LLP 17 0.59 217 1 18 0.73 -0.14 Grimaldi e Associati 15 1.69 916 2 - - 1.69
TOTAL 36,808 336 TOTAL 54,335 681
FIRM
2015 2014MKT SHR
CHANGE FIRM
2015 2014MKT SHR
CHANGE RANK RANK
MKT SHR
(%)
VOLUME USD
(Mln)
DEAL
COUNT RANK
MKT SHR
(%)
MKT SHR
(%)
VOLUME USD
(Mln)
DEAL
COUNT RANK
MKT SHR
(%)
FIRM
2015 2014MKT SHR
CHANGE FIRM
2015 2014MKT SHR
CHANGE RANK RANK
MKT SHR
(%)
VOLUME USD
(Mln)
DEAL
COUNT RANK
MKT SHR
(%)
MKT SHR
(%)
VOLUME USD
(Mln)
DEAL
COUNT RANK
MKT SHR
(%)
32,740 22,871
154,131 154,131
15
China Any Involvement (Volume) 01/01/2015 - 03/31/2015 Hong Kong Any Involvement (Volume) 01/01/2015 - 03/31/2015
Mori Hamada & Matsumoto 1 9.8 10,356 2 - - 9.80 Freshfields Bruckhaus Deringer LLP 1 79.27 60,618 3 1 52.06 27.21
Freshfields Bruckhaus Deringer LLP 2 4.91 5,189 3 7 5.88 -0.98 Stikeman Elliott LLP 2 54.54 41,705 1 - - 54.54
Grandall Legal Group 3 4.66 4,930 11 12 3.46 1.20 Allens 2 54.54 41,705 1 - - 54.54
King & Wood Mallesons 4 4.66 4,926 11 1 17.55 -12.88 Skadden Arps Slate Meagher & Flom LLP 2 54.54 41,705 1 17 3.44 51.09
Ashurst LLP 5 4.19 4,433 1 37 1.25 2.94 Linklaters LLP 2 54.54 41,705 1 1 52.06 2.48
Davis Polk & Wardwell LLP 6 3.25 3,437 5 4 9.7 -6.45 Herbert Smith Freehills LLP 6 19.79 15,133 2 14 4.11 15.68
Tian Yuan Law Firm 7 2.78 2,939 6 15 3.27 -0.49 Allen & Overy LLP 7 4.99 3,820 2 28 1.58 3.41
Linklaters LLP 8 2.59 2,735 2 27 2.38 0.21 Slaughter & May 8 4.95 3,788 1 43 0.1 4.85
Sullivan & Cromwell LLP 9 2.18 2,307 3 41 1.14 1.04 Clifford Chance LLP 9 1 767 4 6 21.04 -20.04
Capital Law & Partners 10 1.99 2,102 3 - - 1.99 Cleary Gottlieb Steen & Hamilton LLP 10 0.72 550 1 - - 0.72
Clifford Chance LLP 11 1.62 1,716 2 24 2.69 -1.07 Shearman & Sterling LLP 11 0.5 385 1 17 3.44 -2.94
Skadden Arps Slate Meagher & Flom LLP 12 1.58 1,668 6 2 10.93 -9.35 Chen & Lin 12 0.19 149 1 - - 0.19
Zhong Lun Law Firm 13 1.3 1,376 5 11 3.47 -2.17 AZB & Partners 13 0.17 130 3 - - 0.17
Homburger AG 14 1.12 1,188 1 - - 1.12 Global Law Office 14 0.13 99 1 - - 0.13
Niederer Kraft & Frey 14 1.12 1,188 1 - - 1.12 Grandall Legal Group 15 0.08 61 1 17 3.44 -3.36
Reed Smith LLP 14 1.12 1,188 1 61 0.3 0.82 Advokatfirman Vinge KB 16 0.05 40 1 - - 0.05
Latham & Watkins LLP 14 1.12 1,188 1 47 0.69 0.43 White & Case LLP 17 0.05 37 2 33 0.65 -0.60
Allbright Law Offices 18 1.02 1,082 2 - - 1.02 Kim & Chang 18 0.03 20 1 3 21.52 -21.49
Jun He Law Offices 19 0.97 1,025 2 71 0.12 0.85 Reed Smith LLP 19 0.02 17 1 - - 0.02
Bae Kim & Lee 20 0.97 1,022 1 - - 0.97 Sullivan & Cromwell LLP 20 0.01 7 1 3 21.52 -21.51
TOTAL 105,709 705 TOTAL 76,472 278
South East Asia Any Involvement (Deal Count) 01/01/2015 - 03/31/2015
WongPartnership LLP 1 14.94 3,611 9 2 26.74 -11.80
Allen & Gledhill 2 8.83 2,134 8 1 34.9 -26.08
AZB & Partners 3 1.21 293 5 - - 1.21
Baker & McKenzie LLP 3 0.35 84 5 4 3.18 -2.84
Clifford Chance LLP 3 0.2 48 5 10 15.88 -15.68
Rajah & Tann 6 0.36 86 4 6 0.42 -0.06
Shook Lin & Bok LLP 7 10.1 2,441 3 10 0.03 10.06
Jones Day 7 3.08 744 3 28 0.03 3.05
Allen & Overy LLP 7 1.15 279 3 5 1.45 -0.30
Stamford Law Corp 7 0.52 126 3 3 21.89 -21.36
Mori Hamada & Matsumoto 11 42.84 10,356 2 10 2.98 39.86
Freshfields Bruckhaus Deringer LLP 11 18.34 4,433 2 18 35.96 -17.62
Amarchand Mangaldas & Suresh A Shroff & Co 11 0.89 215 2 28 0.36 0.53
Ashurst LLP 14 18.34 4,433 1 10 1.55 16.79
Gibson Dunn & Crutcher LLP 14 2.23 540 1 - - 2.23
Latham & Watkins LLP 14 2.23 540 1 28 0.57 1.67
Lee & Lee 14 0.58 139 1 - - 0.58
Skrine 14 0.49 117 1 - - 0.49
J Sagar Associates 14 0.47 114 1 28 0.49 -0.02
Luthra & Luthra Law Offices LLP 14 0.47 114 1 28 2.43 -1.96
TOTAL 24,173 452
FIRM
2015 2014MKT SHR
CHANGE RANK
MKT SHR
(%)
VOLUME USD
(Mln)
DEAL
COUNT RANK
MKT SHR
(%)
FIRM
2015 2014MKT SHR
CHANGE FIRM
2015 2014MKT SHR
CHANGE RANK
MKT SHR
(%)
VOLUME USD
(Mln)
DEAL
COUNT RANK
MKT SHR
(%) RANK
MKT SHR
(%)
VOLUME USD
(Mln)
DEAL
COUNT RANK
MKT SHR
(%)
37,104
26,956 63,631
16
Bloomberg League Criteria
Announced Global League Tables are based upon announced total values, unless otherwise stated in the title. Non-US dollar values are converted to US dollars at the time of announcement.
Credit will be given to transactions in which Bloomberg classifies as mergers, acquisitions, divestitures, self-tenders, or spin-offs.
Regional and industry League Tables will be based on the country of risk and industry of the ultimate publicly traded parent of a privately held company where applicable.
Advisors to any member of an investor group, consortium, or joint venture are eligible for full credit.
Advisory fees hold no weight over advisory credit.
General Database Criteria
A transaction is considered to have been announced upon the release of terms offered by the acquirer, and acknowledgement of the offer by the target company.
Deals that are considered to be in proposed status will not be granted credit.
Full versions of Bloomberg’s League Tables Standards & Guidelines can be accessed on Bloomberg Professional:
{IDOC 2072054<GO>}: M&A
Bloomberg L.P. reserves the right of final decision concerning league eligibility and requires adequate documentation for the same. Bloomberg L.P. and its suppliers believe the information herein was obtained from reliable sources, but they do not guarantee its accuracy. Neither the information nor the opinion expressed constitutes a solicitation of the purchase or sale of securities or commodities. Due to the dynamic nature of the Professional Service product, League Table rankings may vary between the quarterly/year-end publications and data found on the Bloomberg Professional Service.
17
2Q 2015
First Quarter Rides 2014 Momentum PG 5
Healthcare Sees $200 Billion Spike
PG 9
Q&A with John LeClaire of
Goodwin ProcterPG 14-15
1Q League TablesPG 16
We kept it simple so you get the data you need.
In establishing our M&A research process, we asked our clients, “what
data paints a clear, accurate picture of the global M&A environment?”
From there, we decided to keep it simple.
Unlike others in our space, our M&A data includes only companies
buying companies. No minority stake deals, debt deals, share
repurchases, self-tenders, open market transactions or 10 percent
equity exchanges.
Just mergers and acquisitions.
K E E P I N G I T S I M P L EO U R M & A R E S E A R C H M E T H O D O LO GY
We define M&A as a transaction in which one
company, based in either North America
or Europe, purchases a controlling stake in
another company.
Here are our qualifiers for this report:
Eligible transaction types include leveraged buyouts
(LBOs), control transactions, corporate divestitures,
reverse mergers, mergers of equals, spin-offs, asset
divestitures and asset acquisitions
We don’t include debt restructuring or any other
liquidity, self-tenders or internal reorganizations
In controlling stake transactions, more than 50% of
the company must be acquired
We don’t include minority stake transactions (less
than a 50% stake in a company purchased)
The target company (the entity being acquired)
must be headquartered in either the United States
or Europe
We don’t base involvement on the location of the
acquirer, seller, or either parent company
The deal must be announced or completed between
January 1, 2014 and March 31, 2015
Transactions must involve small-to-medium
enterprises or corporations
Small business transactions are not included in this
report
CONTENTSIntroduction
Overview
M&A by Deal Size
M&A Spotlight: Healthcare
M&A Spotlight: IT
M&A Spotlight: B2C
M&A Spotlight: Energy
Private Equity
Q&A: Goodwin Procter’s John LeClaire
League Tables
5
6-7
8
9
10
11
12
13
14-15
16
CREDITS & CONTACTPitchBook Data, Inc.
JOHN GABBERT Founder, CEO
ADLEY BOWDEN Senior Director, Analysis
Content, Design, Editing & Data
ALEX LYKKEN Editor
ANDY WHITE Lead Data Analyst
DANIEL COOK Senior Data Analyst
GARRETT BLACK Senior Financial Writer
BRIAN LEE Data Analyst
NIZAR TARHUNI Financial Writer
JENNIFER SAM Senior Graphic Designer
JESS CHAIDEZ Graphic Designer
Contact PitchBookwww.pitchbook.com
RESEARCH
EDITORIAL
SALES
COPYRIGHT © 2015 by PitchBook Data, Inc. All rights reserved. No part of this publication may be reproduced in any form or by any means—graphic, electronic, or mechanical, including photocopying, recording, taping, and information storage and retrieval systems—without the express written permission of PitchBook Data, Inc. Contents are based on information from sources believed to be reliable, but accuracy and completeness cannot be guaranteed. Nothing herein should be construed as any past, current or future recommendation to buy or sell any security or an offer to sell, or a solicitation of an offer to buy any security. This material does not purport to contain all of the information that a prospective investor may wish to consider and is not to be relied upon as such or used in substitution for the exercise of independent judgment.
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Managing Director, Strategic Business Development
2Q 2015
First Quarter Rides 2014 Momentum PG 5
Healthcare Sees $200 Billion Spike
PG 9
Q&A with John LeClaire of
Goodwin ProcterPG 14-15
1Q League TablesPG 16
4 PITCHBOOK
2Q 2015 M&A REPORT
IntroductionM&A activity in the U.S. and Europe wasn’t expected to slow in the first quarter, and it
certainly didn’t. Deal flow (+8%) and aggregate value (+12%) both jumped on a quarterly basis, and the combined value of completed 4Q and 1Q deals approached $1 trillion.
Optimism abounds. Confidence in the C-Suite to do deals has been spurred by several factors, most notably the need to grow top-line numbers in the midst of tepid economic growth. Cheap credit has certainly helped. At the same time, though, the M&A market doesn’t seem too concerned about an upcoming interest rate hike, which reinforces the notion that the current boom isn’t about cheap money. It also hints at strong numbers through the rest of 2015 and perhaps into 2016 as well. It’s worth noting at the outset that this report only includes completed acquisitions. Many of the multibillion-dollar announcements (already baked into other M&A datasets) will be included in our numbers as they’re finalized throughout the year. As such, we expect strong numbers going forward.
Activity varies by sector, of course. Each industry is its own discussion when the topic is market trends. The catalysts behind B2C deals are different than catalysts for healthcare or energy deals. What’s somewhat unique about the current boom is that different sectors are all seeing spikes at the same time, though for largely different reasons. Healthcare M&A, driven primarily by pharma deals, is a reflection
of expiring drug patents, as well as widespread consolidation efforts among service providers and hospitals. B2C activity is rooted in mediocrity in the U.S. and European economies and lackluster organic growth. Energy M&A is expected to be strong due to collapsing energy prices and opportunistic buyers.
Tech M&A is all about innovation. The underlying rationales behind each industry may vary, but aggregate numbers continue to climb.
As always, we hope the information and data in this report are useful and help inform your decision-making process in the coming quarters. Please email us at [email protected] if you have any questions, comments or suggestions.
M&A momentum continued into the
first quarter, no signs of slowing.
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OverviewM&A DEAL FLOW BY QUARTER
M&A deal flow recorded its first increase by count since 2Q
2014. An increase of 8% quarter-over-quarter, the 4,220 deals completed in 1Q are still well below 1H 2014 levels, though the trend has been upward stretching back to the beginning of 2013. Overall value is a different story. The $492 billion spent in 1Q 2015 was a 12% increase over a strong 4Q 2014 and an even larger increase year-over-year, up 74% versus 1Q 2014 and 169% versus 1Q 2013. Deals are getting larger but less frequent. $5 billion+ transactions accounted for about 57% of total value in the most recent quarter; no other quarter since 1Q 2013 has accounted for more than 40% on a value basis. By sector, healthcare helped buoy overall value in the first quarter, contributing $200.3 billion, or 41%, of 1Q’s $492.5 billion. For perspective, healthcare accounted for a little under 10% of total value in the previous period. Source: PitchBook
Source: PitchBook
A common description of today’s M&A market is that it’s “priced to perfection,” though median and average deal sizes suggest prices were beyond perfect in the first quarter. The average hit $843 million in 1Q, 94% higher than the 4Q average and 218% higher than 1Q 2014. The median was
up by similar margins: 1Q’s $80 million median represents a 92% increase over the prior quarter and a 185% increase year-over-year. Healthcare deals, detailed further on page 9, had an outsized effect on the overall average. The average 1Q healthcare deal came in at a whopping $2.28 billion,
MEDIAN TRANSACTION SIZE ($M)
$183
$223
$266
$348
$283
$273
$292
$440
$492
3,779 3,830 4,031 4,042
4,678 4,8124,331
3,9194,220
0
1000
2000
3000
4000
5000
6000
$0
$100
$200
$300
$400
$500
$600
1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1QTotal Value ($B) Deal Count
$0
$50
$100
$150
$200
1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q
2013 2014 2015
Acquisition PE Add-On PE Platform Buyout
6 PITCHBOOK
2Q 2015 M&A REPORT
skewed by a handful of multi-billion dollar purchases in the pharmaceuticals space. The median healthcare deal size actually came down a bit in the first quarter, to $46.5 million from $54.5 million.
The graph at the bottom says quite a bit about today’s M&A market. Strategic buyers have dominated the discussion over the past two quarters, accumulating $374 billion and $418 billion worth of deals in 4Q and 1Q, respectively. Both periods accounted for 85% of total quarterly M&A value. Previous high points were in the $200 billion and 60% to 70% ranges. One point worth noting is that while strategic activity jumped considerably since 1Q 2013 (+226%), PE capital invested has remained pretty consistent quarter to quarter. By value, 1Q 2015 was up a much more modest 37% over 1Q 2013.
Timing is everything
One takeaway is that private equity is much more disciplined today than it was during the heyday of 2005-2007, when momentum carried capital invested totals to eye-popping levels. Financial buyers, being more sensitive to entry prices than strategics, are maintaining their capital invested levels irrespective of corporate activity. At the same time, corporate M&A is swelling rapidly because, as many attest, the timing is ripe to place industry-changing bets and capture valuable market share.
TOTAL DEAL VALUE BY ACQUIRER TYPE ($B)
VALUATION TO EBITDA MULTIPLES
Source: PitchBook
Source: PitchBook
Overview
Strategic buyers have dominated the discussion over the past two quarters, spending $792 billion since 4Q 2014.
5.0x
4.0x
4.1x 4.7x
4.8x 5.
5x
3.4x 4.
1x
3.7x
3.1x
2.6x 3.
6x 3.1x 3.
5x 2.4x
3.4x 3.
8x
4.2x
8.1x
6.6x
7.7x 7.8x8.3x 8.0x
6.9x7.8x 7.9x
0x
2x
4x
6x
8x
10x
1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q
2013 2014 2015Debt/EBITDA Equity/EBITDA Valuation/EBITDA
$0
$50
$100
$150
$200
$250
$300
$350
$400
$450
1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q
2013 2014 2015PE Sponsor Backed Corporate M&A
7 PITCHBOOK
2Q 2015 M&A REPORT
M&A by Deal SizeIf 2014 was the year of the Big Deal, then 2015 is
shaping up to be the year of the Mega-Deal. The number of $5 billion+ deals has already more than equaled the total of the first three quarters of 2014. Other size buckets were largely on par with historical quarterly activity, though the number of deals in the $100 million to $250 million range spiked upward by 16% in 1Q 2015 versus 4Q 2014, a jump likely due to many buyers flocking to the lower middle market. Even with that surge in activity, aggregate value was dwarfed by the sheer scale of numbers at the upper end of the market. Buoyed by a spate of massive healthcare deals, aggregate value in $5 billion+ deals totaled $282 billion in 1Q, a massive surge over the already-huge $162 billion the closing quarter of 2014 registered. Looking at the proportions of deal flow by size further illustrates how optimistic buyers are, as the share of deals worth $1 billion or more has increased considerably over the past three quarters.
Much of that optimism may be due to sustained public markets momentum, as well as the intriguing trend of acquirers’ share prices remaining unaffected post-deal, which has not historically been the case. Furthermore, as acquisitive growth is still in vogue, it makes sense competition could drive up prices, which acquirers are willing to pay as credit remains fairly cheap. Plus, while the dollar is strong, acquirers looking abroad may splurge, relatively speaking, to expand geographically.
M&A BY SIZE (#)
M&A BY SIZE ($)
Source: PitchBook
Source: PitchBook
If 2014 was the year of the Big Deal, 2015 is shaping up to be the year of the Mega Deal.
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q
2013 2014 2015
$5B+
$1B-$5B
$500M-$1B
$250M-$500M
$100M-$250M
Under $100M
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q
2013 2014 2015
$5B+
$1B-$5B
$500M-$1B
$250M-$500M
$100M-$250M
Under $100M
8 PITCHBOOK
2Q 2015 M&A REPORT
M&A Spotlight: HealthcareHEALTHCARE M&A BY QUARTER
Source: PitchBook
Source: PitchBook
The first quarter was an absolute blockbuster in terms of overall
value thanks to a bevy of mega-deals, Actavis’ $70.5 billion buy of Allergan chief among them. Without the five largest deals’ mammoth value, the number and value of deal flow was considerable, about $40 billion across 361 transactions total. Even though deal flow has slid downward over the past few quarters, the consensus that M&A activity is likely to stay strong in 2Q is widespread. Furthermore, the slight hiccup in 1Q deal flow is partially due to a slowdown in PE healthcare investment, amidst a sluggish quarter for the industry in the U.S. as a whole. Especially if PE activity picks up, healthcare M&A is likely to remain healthy, primarily because the momentum and drivers of 2014 numbers are still in place. With more and more consumers entering the U.S. market, M&A among consumer-centric providers and related companies remains strong. The industry as a whole
continues to consolidate across niches to capture more market share, wallets flush with sustained liquidity in credit and capital markets. Furthermore, if rate hikes become a more realized specter on the horizon, it’s possible dealmakers hurry to close acquisitions before interest
rates tick up, which could lead to a surge of activity in 2Q. Uncertainty regarding fiscal policy, as well as final ramifications of regulations and suits pertaining to the Affordable Care Act, remain potential speedbumps, but for now, the horizon is mostly clear.
M&A BY ACQUIRER TYPE AVERAGE TRANSACTION SIZE ($M)
Source: PitchBook
$0
$500
$1,000
$1,500
$2,000
$2,500
1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q
2013 2014 2015
0%
5%
10%
15%
20%
25%
30%
35%
050
100150200250300350400450500
1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q
2013 2014 2015PE Sponsor Backed Corporate M&A PE Sponsor Backed
$33
$30
$58
$26
$62
$42
$200
320 314343 334
441
389
423
360 361
0
50
100
150
200
250
300
350
400
450
500
$0 $20 $40 $60 $80
$100 $120 $140 $160 $180 $200 $220
1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q
2013 2014 2015Total Value ($B) Deal Count
9 PITCHBOOK
2Q 2015 M&A REPORT
M&A Spotlight: ITIT M&A BY QUARTER
Source: PitchBook
Source: PitchBook
The past two years saw much back-loading of deals in the
IT sector, with 4Q 2013 and 4Q 2014 posting by far the largest tallies of total quarterly deal value. The end of 2014 in particular saw a staggering $118 billion worth of M&A close through 618 deals, which makes the 673 summing to $51 billion in value recorded in 1Q all the more impressive. Even with a weighty share of deals slid to 4Q 2014, strategics found plenty of reasons to stay active, indicating the frenetic pace M&A must sustain when used as a means of innovating. The hunger of software giants in particular makes sense nowadays, when a privileged herd of relatively young startups can command multibillion-dollar valuations in private rounds, seemingly with ease and speed. To compete with such rapid growth and fend off activists, one must either evolve or buy. As several observers have noted, however, the fact many venture-backed companies are electing to stay private longer (as capital remains
available in large sums) is thwarting acquisitive ambitions. Furthermore, some have priced themselves out of the market. These factors, among others, have led to warnings of short-term focus on earnings trumping growth-oriented M&A. Of course, companies such as Facebook and Google, which
retain more autonomy than most in both board and stock structure, can afford to look further ahead. If they, and other rapidly growing, relatively young public companies that enjoy similar independence, engage more and more in tech M&A, activity may surge to new heights.
M&A BY ACQUIRER TYPE AVERAGE TRANSACTION SIZE ($M)
Source: PitchBook
$0
$100
$200
$300
$400
$500
$600
$700
$800
1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q
2013 2014 2015
15%
18%
21%
24%
0
100
200
300
400
500
600
700
800
1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q
2013 2014 2015PE Sponsor Backed Corporate M&A PE Sponsor Backed
$13 $4
4
$57
$86
$30
$27
$35
$118
$51
568611
555
625679
710659
618673
0
100
200
300
400
500
600
700
800
$0
$20
$40
$60
$80
$100
$120
$140
1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q
2013 2014 2015Total Value ($B) Deal Count
10 PITCHBOOK
2Q 2015 M&A REPORT
M&A Spotlight: B2CB2C M&A BY QUARTER
Source: PitchBook
Source: PitchBook
Remaining relatively stable in aggregate value compared to
the fourth quarter of 2014, 1Q 2015 saw a slight uptick in activity to 859 completed deals. Even though total value stayed steady, the median deal size was considerably up after increasing steadily quarter on quarter throughout 2014, reaching $57.3 million. Acquirers were willing to pay up for external growth, it appears, as organic expansion remains slow. In short, the consumer space was quite healthy in 1Q, aligning with generally optimistic forecasts made at the outset of the year.
Several factors are still in play, however, which could make for an interesting 2Q. In the U.S., consumer optimism may have waned in the wake of disappointing 1Q economic indicators. Further sluggish growth, especially in wages, may not significantly detract the helpful effect of low energy prices, but it is worth noting when looking ahead. Meanwhile, as large, diversified retailers engage in M&A to drive expansion, it’ll be interesting to see
what balance is struck between spinning off divisions to better focus and compete, and buying in order to expand into an omnichannel presence. Especially for retailers, technology remains crucial to growth as mobile channels become ever-more popular—as we’ve heard before, “M&A is the new R&D.”
Highly publicized security breaches at multiple major retail chains in particular are likely prompting plenty of investment in network security providers. Sustained liquidity and corporate cash hoards enable substantial bids for now, but it’ll be intriguing to see what effect an uptick in interest rates may have.
M&A BY ACQUIRER TYPE AVERAGE TRANSACTION SIZE ($M)
Source: PitchBook
$0
$100
$200
$300
$400
$500
$600
1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q
2013 2014 2015
0%
5%
10%
15%
20%
25%
30%
0
200
400
600
800
1,000
1,200
1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q
2013 2014 2015PE Sponsor Backed Corporate M&A PE Sponsor Backed
$43
$53
$50
$86
$46
$74
$66
$75
$73
784893 856
799
1,014 1,031899
770
859
0
200
400
600
800
1000
1200
$0
$10
$20
$30
$40
$50
$60
$70
$80
$90
$100
1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q
2013 2014 2015Total Value ($B) Deal Count
11 PITCHBOOK
2Q 2015 M&A REPORT
M&A Spotlight: EnergyENERGY M&A BY QUARTER
Source: PitchBook
Source: PitchBook
Total value for energy M&A in 1Q 2015 eclipsed $37 billion,
an 11% year-over-year jump over 1Q 2014 ($33 billion). Counts, however, were down by 22% YoY with 135 deals closing compared to 172 in 1Q 2014. Average deal size was also up, jumping more than 31% to $661 million versus $504 million in 1Q 2014. Even with the YoY decline in counts, one potential explanation of the YoY jump in value last quarter could be the proportion of energy deals taking place in the U.S. and Canada, which are home to regions that need higher oil prices to maintain margins. As such, M&A deals in these regions may require greater amounts of capital to bolster balance sheets and withstand volatility if prices keep fluctuating.
Through 1Q, PE-sponsored transactions accounted for roughly 33% of all energy M&A deals. While this metric is only slightly higher than the 32.6%
recorded a year ago, this could potentially be just the beginning of PE investors deploying significant capital to the space, relative to other strategic
acquirers. Moreover, several investors have only recently closed energy-focused, multi-billion vehicles, which should help prop up 2015 activity levels.
M&A BY ACQUIRER TYPE AVERAGE TRANSACTION SIZE ($M)
Source: PitchBook
$0
$100
$200
$300
$400
$500
$600
$700
$800
$900
1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q
2013 2014 2015
0%
5%
10%
15%
20%
25%
30%
35%
40%
0
50
100
150
200
250
1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q
2013 2014 2015PE Sponsor Backed Corporate M&A PE Sponsor Backed
$19
$31
$30
$32
$33
$20
$29
$76
$37
155 160185 185
172
226
170
174
135
0
50
100
150
200
250
$0
$10
$20
$30
$40
$50
$60
$70
$80
1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q
2013 2014 2015Total Value ($B) Deal Count
12 PITCHBOOK
2Q 2015 M&A REPORT
Private EquityPrivate equity continues to struggle competing with
strategic acquirers, which are taking full advantage of synergistic opportunities to stretch their bids. That trend will likely continue for the foreseeable future, especially as the Fed’s looming interest rate hike will likely have more of an effect on financial buyers than strategic ones. PE platform targets are hard to come by, anyway, especially in the healthcare and B2C sectors.
In today’s heated market, PE firms have become more focused on their strategies relative to the last boom cycle (2005-07), when platform investments were much more frequent. Recent strategies have included more preliminary deal sourcing, especially for future add-on targets. Today, PE platform acquisitions are more quickly followed by add-on acquisitions, helping drive down EBITDA multiples and giving PE investors a better chance to find, and execute, profitable investments. The graph to the lower right shows how prevalent this trend has become; 57% of first quarter buyouts were add-on deals, a high percentage even compared to last year’s record. We don’t expect these numbers to reverse any time soon, given the likelihood that corporate M&A is headed for another strong year.
Through the first quarter, strategic and financial buyers closed the same number of take-private acquisitions, 14 apiece. Private equity’s share of take-privates will likely shrink as the
PE AS % OF OVERALL M&A ACTIVITY BY COUNT
ADD-ONS AS % OF BUYOUTS BY YEAR
Source: PitchBook
Source: PitchBook
20%
21%
22%
23%
24%
25%
26%
27%
28%
0
1,000
2,000
3,000
4,000
5,000
6,000
1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q
2013 2014 2015
PE Sponsor Backed Corporate M&A PE Sponsor Backed %
1,92
0 2,39
6
559
1,76
1
1,98
3
416
52%
55%
57%
49%
50%
51%
52%
53%
54%
55%
56%
57%
58%
0
500
1000
1500
2000
2500
3000
3500
4000
4500
5000
2013 2014 2015*Add-On Non Add-OnAdd-On %
*As of 3/31/2015
TAKE-PRIVATES (#) BY ACQUIRER TYPE
40%
60%
37%
63%
FinancialBuyer
StrategicBuyer
2014
2015*
50%
2013 50%
Source: PitchBook*As of 3/31/2015
year goes on, but despite public market prices, PE continues to find opportunities with listed companies, albeit at a slower pace. Last year saw 48 take-private buyouts close led by financial buyers, good enough for 37% compared to strategic activity.
13 PITCHBOOK
2Q 2015 M&A REPORT
Q: Can you share some thoughts on PE activity in 2014, relative to what you’ve seen in prior years?
A: I’ve been a private equity lawyer since the mid-80s and was around when it seemed everyone was leaving banking to get into the buyout business—it was something of a green field then and a lot of people had success as early movers.
I remember private equity as I think the public now knows it, or thinks it knows it, circa 2005-07. I think that view—PE as a dominant force in the economy—reached its apogee around then. I recall that sense being captured in an article in The Economist called “The New Kings of Capitalism”, which had a cartoon of what I guess it thought of as a PE investor type on the cover sitting on a big stuffed chair made of money.
Private equity has been through a number of cycles, but it’s really very sector-oriented now, both in market size and industry sector. It’s matured. If you look at the data, aggregate PE transactions were pretty much flat from 2013-2014. On a volume of transactions
basis, most of the action occurred in the middle market and lower middle market segments. PitchBook has been one of the main sources of coverage for this: you’ve been banging the drum about add-ons going from around 40 % of buyouts 10 or so years ago to around 60 % today. Many investors are looking to the middle market for growth opportunities. It’s getting crowded!
While activity was flat overall in 2014, middle market deals were up to around 78 % of all U.S. activity. Growth equity has been consistent, too. This category can be somewhat amorphous, but it includes complicated minority deals that feel like buyouts, but don’t involve control and PE firms that are agnostic about buying a majority stake in a company or a significant minority interest.
So, to bring it together in answer to your question, I’d say that the U.S.’s PE market was flat in 2014 relative to 2013 and down from historic peaks, but up overall in the middle market.
Is it fair to say that aggregate PE data doesn’t say as much today as it did several years ago? In other words, you have to dig in more today to see where the real trends are?
Yes. The interesting thing, though, is if you’re comparing firm-to-firm, it may not tell you which firms are doing well because most of the big firms span several sectors and segments. A Carlyle, a TPG, a Goldman or a KKR all have flagship funds that tend to do their
John LeClaire is co-founder and co-chair of the firm’s nationally ranked Private Equity Group. The Goodwin Procter Private Equity Group serves leading private equity firms and growth companies operating in the U.S., Europe and Asia. Mr. LeClaire’s practice focuses on private equity transactions and relationships with growth companies. He joined Goodwin Procter in 1982 and has been a partner since 1989.
>> Continued on Page 15 >>
John LeClaire Co-Founder and Co-Chair, Private Equity Group | Goodwin Procter
larger deals—and mid-market and growth equity oriented funds, as well. The full suite.
The middle market dynamic in PE reflects the law of averages in many other contexts. Where are most of the people in the U.S.? In the middle class, as the politicians on either side of the aisle will surely tell you. Where are most of the growth companies? In the middle market. And there are certain dynamics about that market, both on a macro level and on deal-by-deal level, that are very important and differentiated, at least compared to transactions at the level above, say, $1 billion.
I wanted to ask you about first quarter data. Usually first quarters are artificially low because of deals getting completed before the calendar turns, but 4Q 2014 deal flow was unusually flat and 1Q 2015 data showed another big decline, anyway. What’s your sense of the market right now? Could we be looking at a significant decline this year?
Well, my group’s first calendar was strong, but the data you cite is striking and we’re watching it. There are people still willing to sell their companies, or a piece of them, at 7 times—and of course there are more people who are willing to sell their companies, or a piece of them, at 15 times. And the smart, aggressive PE principals who pay those multiples to buy in are running around looking to add other companies to what they’ve bought and sell to strategics, often with a lot of cash, who are looking to
14 PITCHBOOK
2Q 2015 M&A REPORT
LeClaire >> From Page 14>>
acquire growth in a low-growth environment. So transactions do happen. For PE investors, a number of them involve deals below the $100 million level as they add $4 million of EBIDTA here and $8 million there, looking to build $50 million-$100 million EBITDA companies.
What may be happening to a degree is that the overall willingness to consistently pay a high multiple is abating, or maybe taking a pause. What some investors have been successful at doing is to find those unwanted gems in a market niche where the company is good, but it’s more important for the owner to divest it—for whatever reason. In that context, really good returns are achievable but it requires a good network to find those gems. And some investors are diversifying geographically in search of return opportunities and growth, offering the core idea of a growth transaction to entrepreneurs in these markets—i.e., take some chips off the table and participate in the next phase of growth with a strong financial partner.
So there are a lot of little things happening, but that doesn’t mean the sky is falling.
Interest rates are still really low. Good companies are growing, even though the economy is not growing at a dynamic pace. The sky is not falling.
Goodwin has a very specific strategy—to be a dominant player and market leader in the middle market and growth equity sectors. I think the data support our focus in the middle market.
If all of the best PE law firms are focused with their best people on the upper market, it’s easier to do well in the middle market. It requires a certain touch with entrepreneurs that we believe a lot of law firms don’t have. It’s not surprising that if the middle market is doing well, we’re seeing growth despite what the top-line numbers say for the market as a whole.
You’ve been with Goodwin Procter since 1982 and you’ve seen quite a few twists and turns in the PE industry. What are the big differences between the industry today and from when you started?
One: private equity wasn’t really an industry. It was just a bunch of folks who had done buyouts who took advantage of a set of circumstances that were historically unique, almost like a continent waiting to be developed. And at the same time, there was a lot of pension money that was freed up by legislative change several years earlier, and many companies run by agents and in need or improvement, and all that smart money from the post-World War II boom looking for returns. Ten or fifteen years after the 80s boom, private equity started maturing from that amazing early circumstance, where almost anyone could do it and do it well. It’s a much more mature industry now. And PE in a way has replaced the IPO as the capital provider/liquidity source for companies at a certain stage of growth. It’s more institutionalized. It’s more regulated, but still not that regulated. And, as we’ve
discussed, it gets the most headlines at the upper end of the market, even though most of the transactions by volume happen in the middle market.
What really gets the job done today is the ability to partner and to add value, because PE is not the green field it was in the 80s and 90s.
Looking out at the next five years, what are going to be some of the skills or qualities that are going to be necessary to thrive in the PE industry–as an investor or, in your case, as a trusted advisor?
-Real value-added experience and insights for the company.-Ability to bring contacts and networks to companies and their principals.-Candor, honesty, genuineness, lack of arrogance.-Ability to execute functions or assist in functions that are not core competencies of most emerging growth companies—AND if you don’t charge special fees for these contributions.-Great facility with LLCs and tax advantaged structures.-Ability to adapt the best parts of your brand to local markets on an international basis and gain international synergies.-Knowing how to structure win-win equity arrangements with management.-Generally knowing how to win over management, and in that regard knowing how to be a partner as opposed to an owner.
To read the rest of the interview, click here.
15 PITCHBOOK
2Q 2015 M&A REPORT
1Q 2015 M&A League Tables
Morgan Stanley
Houlihan Lokey
Sandler O’Neill & Partners
J.P. Morgan
Barclays
Goldman Sachs
Citigroup
Raymond James Financial
Credit Suisse
Lincoln International
Bank of America Merrill Lynch
Harris Williams & Co.
William Blair & Company
Stephens
Deloitte
Moelis & Company
Robert W. Baird & Co.
Duff & Phelps
Keefe Bruyette & Woods
Lazard
Piper Jaffray
Stifel
Generational Equity
KPMG
Petsky Prunier
Evercore Partners
Deutsche Bank Securities
BB&T Capital Markets
Barrington Investment Bankers
Jefferies Group
RBC Capital Markets
America’s Growth Capital
Concord Ventures
Deutsche Bank
Citizens Bank
EY
Macquarie Capital
Mesirow Financial
UBS
25
22
21
20
19
18
17
15
14
13
12
10
10
9
8
8
8
7
7
7
7
7
6
6
6
5
5
5
5
5
5
4
4
4
4
4
4
4
4
ADVISOR DE AL SJones Day
Kirkland & Ellis
Cooley
Gunderson Dettmer
Latham & Watkins
Shearman & Sterling
Ropes & Gray
Dorsey & Whitney
Sidley Austin
Wilson Sonsini
Skadden, Arps, Slate, Meagher & Flom
Paul, Weiss, Rifkind, Wharton & Garrison
Goodwin Procter
Weil, Gotshal & Manges
Willkie Farr & Gallagher
Hogan Lovells
Debevoise & Plimpton
Fenwick & West
Wachtell, Lipton, Rosen & Katz
O’Melveny & Myers
Greenberg Traurig
Morgan, Lewis & Bockius
DLA Piper
Simpson Thacher & Bartlett
Proskauer
Winston & Strawn
Morrison & Foerster
Bass, Berry & Sims
Squire Patton Boggs
Dechert
Vinson & Elkins
Davis Polk & Wardwell
Foley & Lardner
Sullivan & Cromwell
Osler, Hoskin & Harcourt
McDermott Will & Emery
Blake Cassels & Graydon
K&L Gates
38
37
26
26
20
20
19
19
17
17
16
15
15
15
15
15
14
14
13
13
12
11
10
10
10
9
9
9
9
8
8
7
7
7
6
6
6
6
L AW F IRM DE AL S
Source: PitchBook
Source: PitchBook
16 PITCHBOOK
2Q 2015 M&A REPORT
Reverse Break-up Fees and Specific Performance: A Survey of
Remedies in Leveraged Public Deals (2014 Edition)
A study analyzing the remedies available to target companies in public merger agreements for a buyer's failure
to close the transaction because of a breach or financing failure. The study covers all merger agreements
entered into in 2013 for debt-financed acquisitions of US reporting companies (excluding REITs and debt-only
issuers) with an equity value at signing of at least $100 million.
Practical Law Corporate & Securities
Contents
Study Sample
Specific Performance
Conditional Specific Performance
Equitable Remedies across Study Sample
Equitable Remedies by Buyer Type
Reverse Break-up Fees and Damages
Damages Remedies
Reverse Break-up Fees
Monetary Remedies across Study Sample
Monetary Remedies by Buyer Type
Remedy Models
Remedy Models by Buyer Type
Remedy Models by Deal Value
Size of Reverse Break-up Fees
Cap on Damages
Financing Failure
Appendix
Resource type: Article Status: Published on 17-Jul-2014 Jurisdiction: USA
Page 1 of 20PLC - Reverse Break-up Fees and Specific Performance: A Survey of Remedies in Lever...
7/28/2015http://us.practicallaw.com/4-572-7485
This is the fifth edition of Practical Law's survey of reverse break-up fees and specific performance in public
M&A deals. The study examines the remedies available to public target companies in leveraged deals for a
buyer's failure to close the transaction due to a breach or financing failure.
In previous years' surveys, we observed an increasing consolidation in the market around the terms for
allocating financing risk. For the most part, buyers would agree to one of two general models for remedies for
buyer breach:
• A pre-termination right of the target company to enforce the buyer's obligations unconditionally, combined
with damages that survive termination for willful breach. Our study refers to this combination of remedies
as the "Strategic model."
• A pre-termination enforcement right to cause the buyer to close that is conditioned on the availability of
the debt financing, combined with a reverse break-up fee that caps damages for willful breach in the
event that the buyer fails to close because of a breach or financing failure. Our study refers to this
combination of remedies as the "Private Equity model."
In 2013, these two models continued to predominate in leveraged deals. However, we had also observed in
the past that strategic buyers could be expected to negotiate a Strategic model agreement in just over three-
quarters of their leveraged deals. However, strategic buyers in 2013 only negotiated a Strategic model
agreement in 62% of their transactions. In the other 38%, strategic buyers negotiated either
• A Private Equity model agreement.
• A hybrid model in which specific performance is available conditionally and the buyer must pay a reverse
break-up fee for financing failure that does not limit damages for willful breach. Our study refers to this as
the "Financing Failure model."
Private equity buyers, on the other hand, did not move in an opposite direction to their usual approach. Rather,
they were observed to negotiate a Private Equity model agreement even more frequently than in the past,
doing so in 90% of their debt-financed deals.
Our studies' previous observations about sizes of reverse break-up fees continued to hold in 2013. Reverse
break-up fees were typically priced at 6% or more of the deal's equity value and at a multiple of between two
and three times the target company's fiduciary break-up fee.
Study Sample
This year's study sample consists of all merger agreements for debt-financed acquisitions of US reporting
companies (excluding REITs and debt-only issuers) tracked by What's Market for the calendar year 2013.
The determination of whether an acquisition was supported with debt financing is based on a review of the
buyer's representations and covenants in the merger agreement, as well as statements and disclosures made
in other publicly filed documents. Deals are categorized as debt-financed if the buyer entered into new
financing arrangements to finance the acquisition, or represented (whether in the merger agreement or in
other public filings related to the transaction) that it intends to raise new debt to finance the acquisition. Other
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criteria for inclusion in the study sample are described in the Appendix, which lists the relevant data for every
surveyed agreement.
Study Sample at a Glance: 59 Merger Agreements
29 with Strategic Buyers 30 with Financial/Private Equity
Buyers
• 6 in Q1'13, 8 in Q2'13, 9 in Q3'13, 6 in Q4'13.
• 3 of the buyers received new equity financing as part of the acquisition
financing. 1 of these buyers was a portfolio company whose private equity
sponsors made the additional investment. A fourth buyer was an indirect wholly
owned subsidiary of a diversified holding company, but did not receive new
equity financing.
• 23 offered all-cash consideration, 4 offered a mix of cash and stock (with 1 that
also distributed CVRs), 1 offered a cash/stock election, 1 offered all-stock
consideration and raised new debt financing to refinance the target company’s
existing debt.
• 9 agreements were structured as front-end tender offers.
• 1 agreement was terminated before closing.
• 6 in Q1'13, 10 in Q2'13, 9 in Q3'13, 5
in Q4'13.
• 6 deals included a rollover with
existing stockholders, of which 4 were
takeovers by existing management.
• 8 agreements were structured as front
-end tender offers, including 2 with a
dual-track process (both with the
same buyer).
• 2 agreements were terminated before
closing.
• 1 agreement was itself a superior offer
to a transaction that was ultimately
terminated.
Specific Performance
Each agreement in the study is analyzed for two sets of remedies:
• The pre-termination equitable remedy available to the target company to enforce the buyer's obligations.
• The post-termination fee or damages payable to the target company by the buyer for breach or failure to
close.
The pre-termination equitable remedies are classified into the following categories:
• Full Specific Performance. The target company has an unconditioned remedy of specific performance
to enforce all of the buyer's obligations under all circumstances. This includes enforcement of the buyer's
obligations to draw down the debt financing (and equity financing, when applicable) and close the
transaction.
• Conditional Specific Performance. The target company can enforce the buyer's obligations to fund the
financing and close the transaction, but with a condition that the proceeds of the debt financing be
available for funding. For further discussion of the variations of this remedy, see Box, Conditional Specific
Performance.
• Limited Specific Performance. The target company has no right of specific performance to enforce the
buyer's obligation to close the transaction. It does, however, have a right to enforce the financing.
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• No Specific Performance. The target company has no right of specific performance. If the buyer does
not close, the target company's only recourse is to terminate the agreement and either accept payment of
a reverse break-up fee or sue for damages, depending on the agreement's post-termination remedy.
Conditional Specific Performance
The drafting of the conditions to enforcement in the Conditional Specific Performance category varies
among the agreements in this group, but typically turns on two issues:
• Which obligations can the target company enforce unconditionally and which are conditioned on the
funding of the debt financing?
• Agreements may condition enforcement of both the equity financing and the closing, or only the
equity financing.
• Some agreements separately condition the obligation to draw down the debt financing on the
availability of the equity financing.
• How broadly is the condition of the availability of the debt financing drafted?
• Some agreements simply state that the debt financing must be available for drawing down.
• Others list out three conditions: satisfaction of the buyer's closing conditions, availability of the
debt financing and confirmation from the target company of its readiness to close.
The practical result of the conditionality to specific performance is that the target company can only get to
the closing if the debt-financing proceeds will be funded. On the basis of these drafting distinctions, the
agreements in the Conditional Specific Performance category are divided into the five variations
described below under the headings "Conditional Specific Performance v1" through "Conditional Specific
Performance v5." The variations are also identified with each relevant agreement in the Appendix. All
these variations are categorized as Conditional Specific Performance throughout body of the study.
Conditional Specific Performance v1
In this version, the target company retains a right to specific performance to enforce the financing and
closing, with a caveat that enforcement of the funding of the equity financing is only available if:
• The buyer's closing conditions have been satisfied.
• The debt financing has been or will be funded if the equity financing is funded.
• The target company confirms that the closing would occur if the debt and equity were funded.
This is the most target-friendly variation of Conditional Specific Performance because enforcement of the
closing is not explicitly conditioned. Only enforcement of the equity financing is conditioned on the
availability of the debt financing. This arguably means that the target company can enforce the closing
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even if the debt financing is unavailable. However, if the debt financing is genuinely unavailable, then as
a practical matter the target company will have to settle for a reverse break-up fee.
Seven buyers agreed to this variation, of whom six were financial buyers. The lone strategic buyer was a
portfolio company of a private equity sponsor and received new equity financing to do the deal.
Conditional Specific Performance v2
In this version, the target company retains a right to specific performance to enforce the financing and
closing, with a caveat that enforcement of the closing of the merger (and the funding of the equity
financing, where there is equity financing) is conditioned on the availability of the debt financing.
This variation is more buyer-friendly than Conditional Specific Performance v1 because enforcement of
the closing is explicitly conditioned. However, this version and Conditional Specific Performance v3 are
considered more target-friendly than Conditional Specific Performance v4 and Conditional Specific
Performance v5 because enforcement of the debt financing is not itself conditioned.
Two buyers agreed to this variation, one financial buyer and one strategic buyer.
Conditional Specific Performance v3
In this version, the target company retains a right to specific performance to enforce the financing and
closing, with a caveat that enforcement of the closing of the merger (and the funding of the equity
financing, where there is equity financing) is only available if:
• The buyer's closing conditions have been satisfied.
• The debt financing has been or will be funded if the equity financing is funded (where applicable).
• The target company confirms that the closing would occur if the debt (and equity) financing were
funded.
This is the most common variation, especially among financial buyers. It is essentially a more detailed
version of Conditional Specific Performance v2. Enforcement of the debt financing itself is not
conditioned, while enforcement of the equity financing and the closing is conditioned in detail.
Twenty buyers agreed to this variation, including 13 financial buyers. Of the seven strategic buyers, one
received equity financing from a new investor to finance the acquisition.
Conditional Specific Performance v4
In this version, the target company retains a right to specific performance to enforce the financing and
closing, with a caveat that enforcement of the closing of the merger (and equity financing, if applicable)
and the funding of the debt financing is only available if:
• The buyer's closing conditions have been satisfied.
• The debt financing has been or will be funded if the equity financing is funded.
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• The target company confirms that the closing would occur if the debt (and equity) financing were
funded.
This is the first variation in which enforcement of the debt financing is conditional, which makes it more
buyer-friendly than Conditional Specific Performance v1 through v3. In one sense, it is more target-
friendly than Conditional Specific Performance v5 because enforcement of the debt financing is not
separately conditioned on the availability of equity financing. It is, however, more buyer-friendly than
Conditional Specific Performance v5 because enforcement of the closing is explicitly conditioned.
Five buyers agreed to this variation, including four financial buyers and one strategic buyer.
Conditional Specific Performance v5
In this version, the target company retains a right to specific performance to enforce the financing and
closing, with caveats that:
• It can only enforce the equity financing if:
• the buyer's closing conditions have been satisfied;
• the debt financing has been or will be funded if the equity financing is funded; and
• the target company confirms that the closing would occur if the debt and equity financing were
funded.
• It can only enforce the debt financing if:
• the buyer's closing conditions have been satisfied;
• the equity financing will be funded; and
• the target company confirms that the closing would occur if the debt and equity financing were
funded.
This is the most buyer-friendly variation of the Conditional Specific Performance category. It is more
buyer-friendly than Conditional Specific Performance v4 because enforcement of the debt financing is
separately conditioned on the availability of the equity financing. Enforcement of the closing is not
explicitly conditioned the way it is in Conditional Specific Performance v4, but this is not a meaningful
distinction as a practical matter if the buyer will not be able to close without the financing. This seems to
be the target company's implicit understanding when it makes enforcement of the debt financing
conditioned on the satisfaction of the buyer's closing conditions. (Previous years' studies observed a
variation in which the closing was also explicitly conditioned together with enforcement of the equity
financing, but this variation did not appear in 2013.)
Three buyers agreed to this variation, all of whom were financial buyers.
Equitable Remedies across Study Sample
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Previous years' studies have observed that before isolating for type of buyer, Full Specific Performance is the
most common equitable remedy, even among debt-financed deals. However, Figure A: Equitable Remedies
Across All Transactions illustrates that the Full Specific Performance category has become progressively less
common over the last three years and in 2013 constituted a minority of the equitable remedies overall in
leveraged deals. This is partly explainable for 2013 on the basis that, for the first time, deals with financial
buyers comprised a majority of the study sample. However, Figure B: Equitable Remedies by Buyer Type
demonstrates that strategic buyers also agreed to Full Specific Performance less frequently than they have in
the past.
Figure A also illustrates the continued trend of consolidation around the two primary approaches to specific
performance. No deals surveyed in 2013 used the Limited Specific Performance approach and only one
agreement did not provide the target company with any right to specific performance.
Equitable Remedies by Buyer Type
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Strategic and financial buyers have always diverged sharply on the terms of specific performance that they will
agree to in leveraged deals. Strategic buyers have historically been more willing than financial buyers to agree
to close the transaction even if the lenders fail to fund. However, while this generally held true in 2013, far
fewer strategic buyers than in past years agreed to Full Specific Performance. Just over three quarters of
strategic buyers in 2012 offered the target company a Full Specific Performance remedy, slightly down from
80% in 2011. But in 2013, only 62% of strategic buyers (18 out of 29) offered Full Specific Performance, while
the remaining 38% agreed only to Conditional Specific Performance.
Financial buyers, by contrast, hewed more closely to their traditional approach to specific performance. 87% of
financial buyers agreed to Conditional Specific Performance, down from 91% in 2012, but up from 74% in
2011. The 10% of financial buyers who agreed to Full Specific Performance were attributable to three deals,
although in two of these, the drafting of the remedy leaves some ambiguity as to the parties' intentions. For
more detail, see the Appendix and the relevant descriptions in the footnotes.
Reverse Break-up Fees and Damages
The post-termination monetary remedies are classified into the following categories:
• No Reverse Break-up Fee (RBF), Full Damages. The agreement does not specify any predetermined
fee that the buyer must pay for breach or financing failure. Instead, liability survives termination for any
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breach, without any limitation for the buyer's knowledge or intent. The buyer can be sued for damages
even if its breach was not willful. For further discussion of this remedy, see Box, Damages Remedies.
• No RBF, Damages for Willful Breach. The agreement does not specify any predetermined fee that the
buyer must pay for breach or financing failure. Liability survives termination for any "willful," "knowing" or
"intentional" breach, but does not survive if the breach was not willful. For further discussion of this
remedy, see Box, Damages Remedies.
• RBF, Uncapped Damages for Willful Breach. The buyer pays a reverse break-up fee or expense
reimbursement if it breaches the agreement or fails to close. The fee caps the buyer's damages for non-
willful breach or a financing failure that it did not cause. But the buyer remains exposed to unlimited
damages for its willful breach of the agreement. For further discussion of this remedy, see Box, Reverse
Break-up Fees.
• RBF, Cap on Damages. The buyer pays a reverse break-up fee for breach or failure to close. The fee
caps the buyer's damages in all instances, including if the buyer willfully breached the agreement. For
further discussion of this remedy, see Box, Reverse Break-up Fees.
• Two-tier Reverse Break-up Fee. The buyer pays a lower reverse break-up fee for non-willful breaches
or financing failure and a higher fee for willful breaches or when it fails to close despite the availability of
the debt financing. The higher fee functions as an ultimate cap on damages. For further discussion of this
remedy, see Box, Reverse Break-up Fees.
Damages Remedies
When the buyer either fails to close the transaction despite satisfaction of its closing conditions or
breaches the agreement so as to cause a failure of a closing condition, the target company can forego
specific performance and terminate the agreement. In that instance, the agreement might obligate the
buyer to pay a reverse break-up fee. While the fee sets a floor for the target company's compensation, it
also usually acts as a cap on damages as well. In many deals, however, the agreement does not provide
for payment of a fee, which leaves the target company with a remedy to bring suit for uncapped
damages. Whether a damages remedy is available therefore turns on whether liability for breaches
survives termination of the agreement. Some agreements provide that liability survives for any breach,
but far more provide that liability survives only for willful breaches.
This may not be a serious issue in transactions that do not involve debt financing. In those deals,
because the buyer is not relying on the actions of third parties to provide the funds for the acquisition, its
failure to close in spite of the satisfaction of the closing conditions can more easily be considered willful.
In debt-financed acquisitions, however, the buyer can argue in good faith that its breach was not willful if
a financing failure occurred in spite of its best efforts to cause the lenders to fund. The target company
may counter that the buyer's argument only proves that its motives were pure, but that its intent was still
to breach the agreement if it did not close. But at a minimum, the buyer will have staked out a plausible
position for litigation. If the buyer argues the point successfully, the target company may be left with no
remedy in the event of a financing failure if the merger agreement provides that liability survives only for
willful breach. While the target company will often have an unconditional right to enforce the buyer's
obligations before terminating the agreement (which is especially common when the agreement does not
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limit damages with a reverse break-up fee), as a practical matter this may not hold much value if the
buyer simply does not have the funds to pay the merger consideration.
To distinguish along these lines, this study divides all agreements that do not provide for a reverse break-
up fee into two categories: No RBF, Full Damages and No RBF, Damages for Willful Breach.
No RBF, Full Damages
In this category, the merger agreement can provide that uncapped damages are available for any breach
in one of two general ways. The first approach is to state in the "Effect of Termination" section of the
merger agreement that liability survives for all breaches. Three agreements in this year's study, all with
strategic buyers, used this approach. One of these agreements distinguished between liability for breach
of a covenant, which would survive regardless of willfullness, and liability for breach of a representation
or warranty, which would survive only for a willful breach.
The second approach reflects an explicit effort to answer the question of whether the buyer's failure to
close because of a lack of financing should be considered a willful breach. In agreements following this
approach, the buyer's failure to close when the closing conditions are otherwise satisfied is explicitly
deemed willful and survives termination, regardless of the buyer's subjective, good-faith efforts to close.
Only one agreement in this year's study sample used this approach, by contrast with three in the 2012
study sample. This agreement was entered into with a financial buyer.
See the Appendix for further descriptions of the remedies in each individual transaction.
No RBF, Damages for Willful Breach
The remedy of damages for willful breach, the most common remedy in agreements that do not
contemplate debt financing, is also observed in many debt-financed acquisitions. Fifteen agreements in
this year's study gave the target company the right to pursue damages for willful breach only, with no
reverse break-up fee. All but one of these agreements were with strategic buyers. The one financial
buyer who agreed to this remedy guaranteed damages for willful breach up to an amount equal to just
over 47% of the equity value of the transaction.
Of the 14 strategic buyers who agreed to this remedy:
• Three agreed to pay a reverse break-up fee in the event of a failure to obtain antitrust approval
(these fees are not the subject of this study).
• Two agreed to pay a fiduciary break-up fee under circumstances reciprocal to the triggers for the
target company's break-up fee.
• One only agreed to pay damages for fraud.
Reverse Break-up Fees
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This study divides all agreements that provide for a reverse break-up fee into one of three general
categories. All references to reverse break-up fees throughout the study are to fees that are payable for
breach, financing failure or other failure to close when the closing conditions have been met. Fiduciary
and regulatory reverse break-up fees are not discussed in depth, but are noted when payable for each
applicable agreement in the Appendix.
RBF, Uncapped Damages for Willful Breach
In the first category, the buyer pays a reverse break-up fee when there is a financing failure, but the fee
does not cap the buyer's damages if it willfully breached the agreement. These agreements are
categorized in the Appendix as "RBF v1."
Seven buyers in the 2013 study sample agreed to this form of reverse break-up fee, equating to 12% of
the full study sample and 17.5% of the agreements that contained a form of reverse break-up fee. All
seven buyers were strategic buyers.
RBF, Cap on Damages
In this category, the buyer pays a reverse break-up that caps its damages in all instances, including if the
buyer willfully breached the agreement. This category itself comes in two variations.
In two agreements this year, the fee was payable only in the specific event of a financing failure. Once
paid, however, the fee caps the buyer's damages even if it has committed a willful breach. These two
agreements are categorized in the Appendix as "RBF v2."
In the more common variation, the buyer pays the fee for any breach that is material enough to cause a
failure of a closing condition, or if it fails to close the merger when the closing conditions have otherwise
been satisfied. Most important for the buyer, the agreement explicitly characterizes the fee as the target
company's sole and exclusive remedy. Twenty-eight agreements in this year's study took this approach.
These agreements are categorized in the Appendix as "RBF v3."
Two-tier Reverse Break-up Fee
In this category, the buyer pays a lower reverse break-up fee for non-willful breaches or financing failure
(or both) and a higher fee for willful breaches or when the buyer does not close even though the
financing is available. This approach continues to occupy a shrinking portion of the overall remedy
landscape. Our study covering 2010 saw 11 agreements use this approach, followed by six in 2011 and
four in 2012. In 2013, only three leveraged deals in our study sample provided for a two-tier reverse
break-up fee. As always, the category of Two-tier Reverse Break-up Fee does not refer to agreements
with two fees if one fee is triggered by events analytically similar to fiduciary break-up fees or reverse
break-up fees payable for antitrust failure.
All three agreements with two-tier reverse break-up fees were entered into with financial buyers. Two of
them provided that the lower fee is payable for financing failure or breach that is not committed willfully.
The third provided that the lower fee is only payable for financing failure, while the higher fee is payable
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for any breach, even if committed unwillfully. In all cases, the higher fee acts as an ultimate cap on
damages.
Monetary Remedies across Study Sample
Similar to the trend observed about pre-termination equitable remedies, the post-termination damages remedy
that had historically been the most common in leveraged deals (and all transactions overall) was observed in a
relatively small portion of deals in 2013. The No RBF, Damages for Willful Breach remedy was agreed to in 15
deals, or a quarter of the study sample. This compares to 40% of the study sample in 2012 and 35% in 2011.
As with equitable remedies, the shift is partly explainable on the basis that, for the first time, deals with
financial buyers comprised a majority of the study sample. However, Figure D: Monetary Remedies by Buyer
Type demonstrates that strategic buyers also agreed to the No RBF, Damages for Willful Breach remedy less
frequently than they have in the past.
As to be expected, the drop in agreements using the No RBF, Damages for Willful Breach remedy coincided
with a rise in agreements that used the RBF, Cap on Damages remedy. For the first time, the RBF Cap on
Damages remedy comprised a majority of the study sample's monetary remedies, observed in 30 out of 59
agreements. Of these 30, two reverse break-up fees were payable only in the specific event of a financing
failure, although once paid, the fee would cap damages for any breach. The other 28 agreements provided
that the fee would be payable for breach or failure to close, with the fee acting as a cap on damages. In one
such agreement with a $75 million fee, the target company had the option to accept a $50 million fee and sue
for damages for willful breach exceeding the remaining $25 million. If it were to accept the full $75 million fee,
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that amount would become its sole and exclusive remedy. See the Appendix for further descriptions of the
remedies in each individual transaction.
The other three categories of post-termination remedies mostly remained in line with the historical data:
• Uncapped damages were available for any breach in the same percentage of leveraged deals in 2013 as
they were in 2012.
• Two-tier reverse break-up fees, though intuitively appealing, are negotiated in progressively fewer deals
each year.
• The RBF, Uncapped Damages for Willful Breach remedy was observed within historical norms. In one of
the seven agreements in 2013 with this remedy, the fee that is payable for financing failure would rise by
over a percentage point once the eight-month anniversary of the merger agreement were to pass.
Monetary Remedies by Buyer Type
Strategic buyers in leveraged acquisitions generally do not negotiate for any reverse break-up fee, and rarely
for a reverse break-up fee that would cap its damages. Twenty-four out of 29 strategic buyers in this year's
study sample (83%) did not negotiate a cap on damages, whether because they agreed to full damages,
damages for willful breach, or a reverse break-up fee that does not cap damages for willful breach. This
represents a small rise from 2012, when 78% of strategic buyers did not negotiate a cap. However, in 2012,
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60% of strategic buyers negotiated the common No RBF, Damages for Willful Breach remedy. In 2013, by
contrast, many more strategic buyers on a percentage basis than had been common agreed to pay a reverse
break-up fee in the event of a financing failure. This fee would not cap damages for willful breach.
Financial buyers relying on debt financing usually negotiate for a cap on damages. All but two buyers did so
(93%), compared to 91% in last year's study and 81% the year before. The one financial buyer who agreed to
pay full damages post-termination acknowledged in the agreement that a failure to close when the closing
conditions have been satisfied is deemed a willful and material breach. The other financial buyer who agreed
to post-termination damages for willful breach guaranteed damages in an amount up to just over 47% of the
transaction's equity value.
Remedy Models
The remedy categories reviewed above separately analyze the target company's right to enforce the buyer's
obligations and its entitlement to monetary damages. But parties and their counsel often negotiate a remedies
package that incorporates elements of both pre-termination enforcement and post-termination damages.
These remedy models can be categorized as follows:
• Strategic model. The target company has a right to specific performance and a right to damages that at
a minimum are uncapped for willful breach, if not for all breaches. This model includes all agreements
from the No RBF, Full Damages and No RBF, Damages for Willful Breach post-termination remedy
categories, all of which overlap with pre-termination Full Specific Performance.
• Private Equity model. The buyer's payment of a reverse break-up fee for breach or failure to close caps
its damages, even if the breach was committed willfully. But before terminating the agreement, the target
company has a conditional right of specific performance. Its right to enforce the buyer's obligations is
essentially conditioned on the availability of the debt financing. This model includes all agreements that
have an RBF, Cap on Damages or Two-tier Reverse Break-up Fee post-termination remedy, as long as
the target company has some right to specific performance.
• Pure Option model. The reverse break-up fee is the target company's sole and exclusive remedy in all
circumstances. Payment of the fee caps the buyer's damages for any breach, even if committed willfully.
Pre-termination, the target company has no right to specific performance. The buyer has complete
certainty of its exposure to both damages (the amount of the fee) and equitable remedies (none). It
effectively has the option to choose whether to close.
• Financing Failure model. The buyer pays a reverse break-up fee for financing failure, but damages
remain uncapped for willful breach. This model includes all agreements with a post-termination RBF,
Damages Uncapped for Willful Breach remedy when combined with a conditional right of specific
performance for the target company.
• Damages Only model. The agreement does not obligate the buyer to pay a reverse break-up fee, but the
target company has no right of specific performance either. Damages are uncapped and are the target
company's only remedy.
Remedy Models by Buyer Type
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Figure E: Remedy Models by Buyer Type illustrates the results of the trends observed in pre-termination and
post-termination remedies. Strategic buyers in 2013 agreed to a traditional Strategic model agreement in 62%
of their leveraged deals, down from 71% in 2012 and 78% in 2011. But many of these strategic buyers who did
not negotiate Strategic model agreements did not migrate toward the Private Equity model. Rather, a
substantial portion agreed to the Financing Failure model, in far greater numbers than in years past. In
addition to these, one agreement categorized as using the Strategic model contained Full Specific
Performance and a reverse break-up fee that does not cap damages for willful breach. This is similar in effect
to the Financing Failure model, but the Full Specific Performance remedy acts as a strong incentive for the
buyer to be certain of its capacity to close the transaction before it signs the agreement.
Financial buyers strongly favor contractual protection for the possibility of a financing failure. 90% of financial
buyers in this year's study sample negotiated the Private Equity model, the culmination of a progressive rise
from 2011 (77%) and 2012 (78%). Of the two financial buyers who negotiated a Strategic model agreement,
one guaranteed post-termination damages up to an amount equal to 47% of the deal's equity value.
As evidenced in previous years' studies, the Pure Option model is generally an outlier. One agreement in both
this year's and last year's study samples followed the Pure Option model.
The Damages Only model appeared in one surveyed agreement in 2011, but did not reappear in 2012 or
2013.
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Remedy Models by Deal Value
In general, the distribution of remedy models does not change meaningfully as deal sizes change. In deal-size
categories where strategic and financial buyers are equally active, the Strategic and Private Equity models
predominate proportionately. In larger deals, the Strategic model becomes more common as strategic buyers
do most of the deals in that space.
As previous years' studies have indicated, the Pure Option model is not only rare, but is only observed at deal
values below $1 billion. This has been true in each of the past four studies. As we have hypothesized in the
past, this can be interpreted as a possible indicator that in large deals, the target company emphasizes (or is
sophisticated enough to seek) the tightest terms possible for certainty of closing.
Size of Reverse Break-up Fees
Figure G and Figure H analyze the sizes of the reverse break-up fees in this year's study along two lines:
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• As percentages of the respective deal values.
• As multiples of the corresponding target companies' break-up fees in the relevant deals.
Figure G focuses on the reverse break-up fees in the RBF, Cap on Damages category. Figure H focuses on
the reverse break-up fees in the RBF, Damages for Willful Breach category. For purposes of this analysis,
each fee in the three deals with two-tier reverse break-up fees is counted separately. The lower fees are
counted among RBF, Uncapped Damages for Willful Breach, as those fees function as caps on damages for
non-willful financing failures, while leaving the liability for willful breach to the higher fees. The higher fees are
included in RBF, Cap on Damages category.
Cap on Damages
Figure G includes information for 33 deals, reflecting the 30 fees from the RBF, Cap on Damages category
and the higher fees from the three two-tier fee deals.
The average amount of all 33 fees was 6.51% of the deal's equity value. Of the 33 fees, 24 were set at 6% of
the equity value or higher. Only one transaction set the reverse break-up fee at the same amount as the target
company's break-up fee, but only after the merger agreement was amended to provide for a break-up fee
where there was none before. The remaining deals set the reverse break-up fee at no less than one-and-a-half
times the size of the corresponding break-up fee.
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Twenty-three of the fees at least doubled the size of the target company's break-up fee, with 13 of them
exactly doubling the break-up fee. In light of eight similar deals in 2012, this suggests an emerging market
practice to simply double the value of the target company's break-up fee when setting the amount of the
reverse break-up fee.
The largest fee of this year's survey was 22.16%, which equated to five-and-a-half times the size of the
corresponding break-up fee. However, that amount was not an automatically payable fee. Rather, it
represented the upper limit on damages for willful breach from a two-tier fee deal. The largest of the single-tier
fees was 8.20%.
The size of the deal does not impact the size of the reverse break-up fee. Fees set at over 6% of the deal are
seen in deals valued at over $6 billion and under $200 million.
Financing Failure
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Figure H includes information for ten deals, comprising the seven fees from the RBF, Uncapped Damages for
Willful Breach category and the lower fees from the three two-tier fee deals.
Because these fees do not cap all damages, they can be expected to be priced lower than the fees that cap
damages for willful breach. Yet the fee amounts in this category have risen appreciably over the last few
years. In the 2011 study sample, none of these fees (18 total) doubled the target company's break-up fee. In
the 2012 study sample, two out of nine fees did. Similarly, only one reverse break-up fee in the 2011 study
sample exceeded 5%, while four out of nine did in 2012.
In 2013, these fees rose even higher. The average fee in this category was 5.44% of the deal's equity value.
This is lower than the average reverse break-up fee that caps damages for willful breach, but is still
significantly higher than the amount of a target company's typical break-up fee. Four out of the ten fees
exceeded 6% of the equity value and another two exceeded 5%. Four out of the ten also at least doubled the
amount of the target company's corresponding break-up fee.
The upward creep of the size of these reverse break-up fees might also help explain why the Financing Failure
model became more prevalent in 2013. Target companies might be increasingly willing to let strategic buyers
pay a negotiated fee for a financing failure if that fee is priced at a level that will incentivize the buyer to do all it
can to avoid paying the fee.
Appendix
A table providing the information for each transaction surveyed in this year's study can be found here.
Related content
Topics
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Public M&A
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Articles
Deal Protections and Remedies: A Comparative Analysis of 2013 Public Merger Agreements
Reverse Break-up Fees and Specific Performance: A Survey of Remedies in Leveraged Public Deals (2012 Edition)
Reverse Break-up Fees and Specific Performance: A Survey of Remedies in Leveraged Public Deals (2013 Edition)
Reverse Break-up Fees and Specific Performance: A Survey of Remedies in Public Deals (2010 Edition)
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Reverse Break-up Fees and Specific Performance: A Survey of Remedies in Public Deals (2011 Edition)
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