1 Econ 201 Oligopolies & Game Theory. 2 Figure 12.4 Duopoly Equilibrium in a Centralized Cartel.
Figure 1 Figure 2 - 3 - Paul, Weiss · Feb 2016 Mar 2016 Apr 201 6 May 2016 Jun 201 6 Jul 2016 Aug...
Transcript of Figure 1 Figure 2 - 3 - Paul, Weiss · Feb 2016 Mar 2016 Apr 201 6 May 2016 Jun 201 6 Jul 2016 Aug...
Figures 1-3 were compiled using data from Dealogic, and are for the broader M&A market, including mergers of any value involving public and/or private entities. Figures 4 and 5 were compiled using data from FactSet MergerMetrics, and are limited to mergers involving public U.S. targets announced during the period indicated and valued at $100 million or higher regardless of whether a definitive merger agreement was reached and filed or withdrawn. All data is as of February 10, 2017 unless otherwise specified. “Last 12 Months” data is for the period from February 2016 to January 2017 inclusive. Data obtained from Dealogic and FactSet MergerMetrics has not been reviewed for accuracy by Paul, Weiss.
By Volume (US$B)
January 2017
Last 12 Months
By Number of Deals
January 2017
Last 12 Months
$0 $200 $400 $600 $800
Finance
Utility & Energy
Computers & Electronics
Healthcare
Oil & Gas
$13.69
$11.51
$6.88
$32.45
$25.42
$0 $200 $400 $600 $800
Leisure & Recreation
Oil & Gas
Healthcare
Utility & Energy
Computers & Electronics
$203.43
$298.58
$197.01
$171.50
$125.95
0 1,000 2,000 3,000 4,000 5,000
Oil & Gas
Finance
Healthcare
Professional Services
Computers & Electronics 211
109
94
35
31
January 2017 Global +/- From Prior
Month
U.S. +/- From Prior
Month
Total
Volume (US$B) 280.97 (103.41) 108.11 28.61
No. of deals 2,832 (10) 789 140
Avg. value of deals (US$mil) 221.2 (11.9) 468.0 143.5
Avg. deal multiple1 11.7x 0.1 12.9x (0.5)
Strategic Transactions
Volume (US$B) 235.77 (68.10) 77.25 27.79
No. of deals 2,544 (54) 669 103
Avg. value of deals (US$mil) 199.6 1.0 392.2 158.8
Avg. deal multiple1 11.5x (0.4) 13.8x (0.2)
Sponsor-Related Transactions
Volume (US$B) 45.20 (35.31) 30.86 0.82
No. of deals 288 44 120 37
Avg. value of deals (US$mil) 507.9 (168.7) 907.5 (2.6)
Avg. deal multiple1 12.9x 3.3 11.0x (0.5)
Crossborder Transactions2
Volume (US$B) 114.19 (86.57) Inbound
20.58Outbound
40.01
Inbound
(3.43)Outbound
(40.66)
No. of deals 754 1 Inbound
121Outbound
152
Inbound
13Outbound
39
Avg. value of deals (US$mil) 366.0 (86.2) Inbound
420.0Outbound
1,000.3
Inbound
77.0Outbound
(646.1)
Avg. deal multiple1 11.9x 1.8 Inbound
12.6xOutbound
9.2x
Inbound
(1.4)Outbound
(1.7)
Figure 1 Figure 2 - Most Active U.S. Target Industries3
February 2017, Issue 59M&A Activity
P A U L , W E I S S , R I F K I N D , W H A R T O N & G A R R I S O N L L P 1
A T A G L A N C E
1 Ratio of enterprise value to EBITDA, trailing 12 months. This statistic is calculated using a smaller subset of deals for which this data is available.2 Global crossborder transactions are those where the acquirer and the target have different nationalities. Nationality is based on where a company has either its headquarters or a majority of its operations. U.S. crossborder transactions are those transactions where the acquirer and the target have different nationalities and either the acquirer (“Outbound”) or the target (“Inbound”) has a U.S. nationality.3 Industries categories are determined and named by Dealogic.
0 1,000 2,000 3,000 4,000 5,000
Oil & Gas
Finance
Healthcare
Professional Services
Computers & Electronics
1,114
1,012
2,457
412
508
M&A Activity (Continued)
P A U L , W E I S S , R I F K I N D , W H A R T O N & G A R R I S O N L L P 2
A T A G L A N C E
Figure 3 - Top 5 Countries of Origin or Destination for U.S. Crossborder Transactions
Inbound U.S. Crossborder Transactions for January 2017 Inbound U.S. Crossborder Transactions for the Last 12 Months
By Volume (US$B) By Volume (US$B)
By Number of Deals By Number of Deals
Outbound U.S. Crossborder Transactions for January 2017 Outbound U.S. Crossborder Transactions for the Last 12 Months
By Volume (US$B) By Volume (US$B)
By Number of Deals By Number of Deals
$0 $30 $60 $90 $120 $150
South Africa
Brazil
China
Canada
Switzerland $31.42
$2.91
$2.75
$0.57
$0.52
$0 $50 $100 $150 $200 $250
Japan
China
United Kingdom
Germany
Canada
$88.19
$84.73
$61.96
$39.64
$108.20
0 100 200 300 400 500
Germany
United Kingdom
China
Japan
Canada 404
187
170
72
162
$0 $30 $60 $90 $120 $150
Canada
Switzerland
Germany
Netherlands
United Kingdom
$49.00
$65.99
$47.81
$16.48
$35.46
0 100 200 300 400 500
France
Australia andGermany
Canada
United Kingdom 324
300
93
71
5
0 100 200 300 400 500
Germany and theUnited Kingdom
China
Japan
Canada
4
30
20
15
9
0 100 200 300 400 500
Sweden
India
Germany
United Kingdom
Canada
24
28
9
12
11
4 Each of Germany and the United Kingdom was the country of origin for 9 transactions in January 2017.5 Each of Australia and Germany was the country of destination for 93 transactions in the last 12 months.
$0 $50 $100 $150 $200 $250
France
Singapore
China
Japan
Canada $7.12
$5.88
$2.91
$1.79
$1.08
January 2017
Equity Value (US$B)
Last 12 Months
Equity Value (US$B)
Average Value of Five Largest U.S. Public Mergers Average Value of All U.S. Public Mergers
Aug 20
16
Jul 2
016
Jun 2
016
May 20
16
Apr 20
16
Mar
201
6
Feb
2016
Jan 2
017
Dec 20
16
Nov 20
16
Oct 20
16
Sep 20
16$0
$5000
$10000
$15000
$20000
$25000
$30000
$35000
$40000
$45000
$7,000.3
$3,647.7 $3,185.6$4,300.3
$3,288.2 $2,921.9 $2,129.9
$2,734.5
$13,392.8
$2,817.2
$1,011.3$1,627.9
$21,097.3
$7,265.8$8,921.3
$16,460.2
$12,189.3
$7,551.8
$5,514.4
$8,087.7
$39,895.3
$8,592.9
$2,068.5
$4,397.8
$0 $20 $40 $60 $80 $100
Baker Hughes, Inc. ~ General Electric Co.(October 31, 2016)
Reynolds American Inc. ~ British American Tobacco Plc(October 21, 2016)
Monsanto Company ~ Bayer AG(May 18, 2016)
United Technologies Corp. ~ Honeywell International, Inc.(February 22, 2016) (Offer withdrawn February 22, 2016)
Time Warner Inc. ~ AT&T Inc.(October 22, 2016)
$35.90
$82.92
$80.97
$56.14
$49.20
$0 $20 $40 $60 $80 $100
CEB, Inc. ~ Gartner, Inc.(January 5, 2017)
Clayton Williams Energy, Inc. (Delaware) ~ Noble Energy, Inc.(January 16, 2017)
WGL Holdings, Inc. ~ AltaGas Ltd.(January 25, 2017)
ARIAD Pharmaceuticals, Inc. ~ Takeda Pharmaceutical Co., Ltd.(January 9, 2017)
VCA, Inc. ~ Mars, Inc.(January 9, 2017) $7.59
$2.72
$2.49
$4.67
$4.52
Figure 4 - Average Value of Announced U.S. Public Mergers (in US$mil)
Figure 5 - Five Largest U.S. Public Mergers
M&A Activity (Continued)
P A U L , W E I S S , R I F K I N D , W H A R T O N & G A R R I S O N L L P 3
A T A G L A N C E
6 Based on the highest target break fees and reverse break fees payable in a particular deal.7 No transactions in January 2017 involving a financial buyer had a reverse break fee. 8 No transactions in January 2017 involved a financial buyer.9 One transaction in January 2017 had a go-shop provision.10 No transactions in January 2017 involving a financial buyer had a go-shop provision.11 One transaction in January 2017 involving a strategic buyer had a go-shop provision.
M&A Terms
Avg. Reverse Break Fee as % of Equity ValueAvg. Target Break Fee as % of Equity Value
Average Value of All U.S. Public Mergers with Definitive Agreements
Jun 2
016
Jul 2
016
Apr 20
16
Mar 20
16
Feb
2016
Jan 2
017
Dec 20
16
Nov 20
16
Oct 20
16
Sep 20
16
Aug 20
16
May 20
16
(US$mil)
6%
12%
$5000
$10000
$15000
$2,377.3$3,075.4 $3,035.0
$4,595.3
$2,759.2 $3,022.9
$2,245.9$2,886.0
$13,392.8
$3,227.2
$1,094.2
$1,815.2
3.3 3.2 3.43.9 3.6 3.3 3.6 3.5
3.33.6 3.5 3.6
5.24.9
4.4
5.0
5.9
4.95.2
5.8
4.0
6.3
5.3
9.1
Figure 6 - Average Break Fees as % of Equity Value6
Figure 7 - Average Break Fees as % of Equity Value
January 2017
Last 12 Months
Target Break Fee for All Mergers 3.6 3.5
January 2017
Last 12 Months
Reverse Break Fee for All Mergers 9.1 5.4
Reverse Break Fee for Mergers Involving Financial Buyers7
N/A 6.3
Reverse Break Fee for Mergers Involving Strategic Buyers
9.1 5.1
January 2017 Last 12 Months
% of Mergers with Go-Shops 5.9 10.9
% of Mergers Involving Financial Buyers with Go-Shops8
N/A 45.5
% of Mergers Involving Strategic Buyers with Go-Shops
5.9 3.8
Avg. Go-Shop Window (in Days) for All Mergers with Go-Shops9
35.0 34.4
Avg. Go-Shop Window (in Days) for Mergers Involving Financial Buyers with Go-Shops10
N/A 34.2
Avg. Go-Shop Window (in Days) for Mergers Involving Strategic Buyers with Go-Shops11
35.0 35.0
Figure 8 - U.S. Public Merger Go-Shop Provisions
Figures 6-12 were compiled using data from FactSet MergerMetrics, and are limited to select mergers involving public U.S. targets announced during the period indicated, valued at $100 million or higher and for which a definitive merger agreement was reached and filed (unless otherwise indicated). Data obtained from FactSet MergerMetrics has not been reviewed for accuracy by Paul, Weiss.
P A U L , W E I S S , R I F K I N D , W H A R T O N & G A R R I S O N L L P 4
A T A G L A N C E
12 Due to rounding, percentages may not add up to 100%13 This data includes both announced transactions for which a definitive merger agreement was reached
and filed and those for which a definitive merger agreement was never reached and filed (including withdrawn transactions).
Cash Only
Stock Only
Cash & Stock Only
Choice (Cash Election)
Other
Last 12 Months
January 2017
5.2%
64.2%16.6%
14.0%
58.8%17.6%
11.8%
11.8% January 2017 80.0
Last 12 Months 88.1
January 2017 29.4
Last 12 Months 22.3
Figure 11 - Tender Offers as % of U.S. Public Mergers
Figure 12 - Hostile/Unsolicited Offers as % of U.S. Public Mergers13
January 2017 15.0
Last 12 Months 12.3
M&A Terms (Continued)
Figure 9 - Form of Consideration as % of U.S. Public Mergers12 Figure 10 - % of Partial and All Stock Deals that Have a Fixed Exchange Ratio
A T A G L A N C E
Our Mergers & Acquisitions PracticeThe Paul, Weiss M&A Group consists of more than 30 partners and over 100 counsel and associates based in New York, Washington, Wilmington, London, Toronto, Tokyo, Hong Kong and Beijing. The firm’s Corporate Department consists of more than 60 partners and over 200 counsel and associates.
Our M&A Group is among the most experienced and active in the world. We represent publicly traded and privately held companies, leading private equity firms, financial advisors, and other financial institutions and investors in their most important mergers and acquisitions, joint ventures and other strategic transactions.
Our expertise advising corporations and private investors in a broad range of sophisticated transactions enables us to identify new opportunities for our clients to realize value. We have particular experience in guiding clients as they engage in proxy battles, company-altering and market consolidating transactions or capital markets transactions.
Recent highlights include: advising Time Warner Cable in its $79 billion merger with Charter Communications; representing Qualcomm in its approximately $47 billion pending acquisition of NXP Semiconductors; advising Agrium in its $36 billion pending merger of equals with Potash Corp. of Saskatchewan; representing funds affiliated with Apollo Global Management and Protection 1 in their $15 billion acquisition of ADT Corporation; advising Alere in its $8 billion pending acquisition by Abbott Laboratories; representing EXOR in its successful $7 billion unsolicited cash bid for PartnerRe; advising Jeffrey Katzenberg in DreamWorks Animation’s $4 billion acquisition by Comcast; and representing the Board of Directors of Xerox in its plan to separate the company into two public companies.
Paul, Weiss is a leading law firm serving the largest publicly and privately held corporations and financial institutions in the United States and throughout the world. Our firm is widely recognized for achieving an unparalleled record of success for our clients, both in their bet-the-company litigations and their most critical strategic transactions. We are keenly aware of the extraordinary challenges and opportunities facing national and global economies and are committed to serving our clients’ short- and long-term goals.
P A U L , W E I S S , R I F K I N D , W H A R T O N & G A R R I S O N L L P 5
Matthew W. Abbott
Edward T. Ackerman
Scott A. Barshay
Angelo Bonvino
Jeanette K. Chan
Ellen N. Ching
Ariel J. Deckelbaum
Ross A. Fieldston
Brian P. Finnegan
Adam M. Givertz
Robert D. Goldbaum
Neil Goldman
Bruce A. Gutenplan
Justin G. Hamill
David M. Klein
David K. Lakhdhir
Stephen P. Lamb
John E. Lange
Xiaoyu Greg Liu
Brian C. Lavin
Jeffrey D. Marell
Kelley D. Parker
Carl L. Reisner
Kenneth M. Schneider
Robert B. Schumer
John M. Scott
Judie Ng Shortell
Tarun M. Stewart
Steven J. Williams
Betty Yap
Kaye N. Yoshino
Tong Yu
Taurie M. Zeitzer
This publication is not intended to provide legal advice, and no legal or business decisions should be based on its content. Questions concerning issues addressed in this memorandum should be directed to:
Our M&A Partners
Ariel J. Deckelbaum Partner New York 212-373-3546 [email protected]
Scott A. Barshay Partner New York 212-373-3040 [email protected]
Matthew W. Abbott Partner New York 212-373-3402 [email protected]
Angelo Bonvino Partner New York 212-373-3570 [email protected]
Jeffrey D. Marell Partner New York 212-373-3105 [email protected]
A T A G L A N C E
6© 2017 Paul, Weiss, Rifkind, Wharton & Garrison LLP. In some jurisdictions, this publication may be considered attorney advertising. Past representations are no guarantee of future outcomes.
P A U L , W E I S S , R I F K I N D , W H A R T O N & G A R R I S O N L L P P A U L W E I S S . C O M
NEW YORK BEIJING HONG KONG LONDON TOKYO TORONTO WASHINGTON, D.C. WILMINGTON
Counsel Frances F. Mi, associates Ryan D. Blicher, David S. Lightstone, Edy Glozman, N. Arie Abramov and Yae Na Woo and law clerks David Okada and Michael Wysolmerski contributed to this publication.
Figure 1A - U.S. Deal Volume (US$B)
Figure 2A - Global Deal Volume (US$B)
M&A Activity – 12-Month Trends
P A U L , W E I S S , R I F K I N D , W H A R T O N & G A R R I S O N L L P A - 7
Jul 2
016
Jun 2
016
May 20
16
Apr 20
16
Mar 20
16
Feb
2016
Jan 2
017
Dec 20
16
Nov 20
16
Oct 20
16
Sep 20
16
Aug 20
16
Strategic TotalSponsor
$0
$50
$100
$150
$200
$250
$300
$350
$400
$100.63$71.75
$101.21
$182.67
$150.49$133.91
$109.32$129.34
$354.36
$155.18
$79.50 $108.11
$65.09$51.63
$81.85
$133.44
$99.97 $92.63$71.60
$111.86
$315.66
$116.96
$49.46 $77.25
$35.54 $20.12 $19.36$49.23 $50.52 $41.28 $37.72
$17.48$38.70 $38.22 $30.04 $30.86
Aug 20
16
Jul 2
016
Jun 2
016
May 20
16
Apr 20
16
Mar
201
6
Feb
2016
Jan 2
017
Dec 20
16
Nov 20
16
Oct 20
16
Sep 20
16
Strategic TotalSponsor
$0
$100
$200
$300
$400
$500
$600
$293.98$236.91 $230.10
$332.44$304.56
$338.57
$221.14
$325.25
$569.56
$293.35
$384.38
$280.97
$229.81$174.56 $180.51
$251.39$223.42
$267.20
$168.43
$276.33
$490.16
$220.48
$303.87
$235.77
$64.17 $62.34 $49.59$81.05 $81.14 $71.37 $52.71 $48.93
$79.41 $72.88 $80.51$45.20
A T A G L A N C E
A N N E X
Figure 3A - U.S. Number of Deals
Figure 4A - Global Number of Deals
P A U L , W E I S S , R I F K I N D , W H A R T O N & G A R R I S O N L L P A - 8
A T A G L A N C E
Jul 2
016
Jun 2
016
May 20
16
Apr 20
16
Mar 20
16
Feb
2016
Jan 2
017
Dec 20
16
Nov 20
16
Oct 20
16
Sep 20
16
Aug 20
16
Strategic TotalSponsor
0
200
400
600
800
1000
165 146 146 165 185136
155 139 145 14583 120
896
785763 763
798
657
740 763727
837
649
789731
639617 598 613
521585
624582
692
566
669
Jul 2
016
Jun 2
016
May 20
16
Apr 20
16
Mar 20
16
Feb
2016
Jan 2
017
Dec 20
16
Nov 20
16
Oct 20
16
Sep 20
16
Aug 20
16
Strategic TotalSponsor
0
500
1,000
1,500
2,000
2,500
3,000
3,500 3,250 3,3493,228
3,1053,332
3,090 3,044 3,0522,863
3,340
2,842 2,8322,872 3,020
2,854 2,7432,950
2,746 2,735 2,737
2,525
3,009
2,598 2,544
378 329 374 362 382 344 309 315 338 331 244 288
A N N E X
P A U L , W E I S S , R I F K I N D , W H A R T O N & G A R R I S O N L L P A - 9
A T A G L A N C E
Figure 5A - Inbound U.S. Crossborder Transactions
Jul 2
016
Jun 2
016
May 20
16
Apr 20
16
Mar 20
16
Feb
2016
Jan 2
017
Dec 20
16
Nov 20
16
Oct 20
16
Sep 20
16
Aug 2
016
By Volume (US$B) By Number of Deals
$0
$20
$60
$40
$80
$100
$120
0
100
200
145 140 132 133148
111 116
142122
157
108 121
$29.59 $24.65 $17.34 $83.88 $22.40 $29.53 $26.83 $68.45 $107.18 $29.16 $24.01 $20.58
Figure 6A - Outbound U.S. Crossborder Transactions
Jul 2
016
Jun 2
016
May 20
16
Apr 20
16
Mar 20
16
Feb
2016
Jan 2
017
Dec 20
16
Nov 20
16
Oct 20
16
Sep 20
16
Aug 2
016
By Volume (US$B) By Number of Deals
$0
$20
$40
$60
$80
$100
100
150
200
151
119
141
128136
118
141
114127
169
113
152
$22.95 $16.03 $8.95 $17.28 $8.73 $10.84 $10.38 $20.63 $60.62 $5.28 $80.67 $40.01
Figure 7A - Global Crossborder Transactions
Jul 2
016
Jun 2
016
May 20
16
Apr 20
16
Mar 20
16
Feb
2016
Jan 2
017
Dec 20
16
Nov 20
16
Oct 20
16
Sep 20
16
Aug 2
016
By Volume (US$B) By Number of Deals
$0
$50
$100
$150
$200
$250
$151.42 $88.69 $61.07 $134.39 $80.52 $127.93 $63.43 $138.26 $214.82 $75.53 $200.76 $114.19100
550
1000835 806 797
723
829740 742 750
686
887
753 754
A N N E X