Global aerospace and defense deals insights: Q4 2017 · Global Aerospace and Defense Deals Insights...

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A record year for aerospace and defense “Tax reform will provide increased liquidity which, combined with continued strong growth in aviation and a return to growth in defense, should result in another strong year of M&A in 2018.” Bob Long US Aerospace and Defense Deals leader PwC Trends and highlights Deal value in 2017 was $72 billion, 7% above the previous record in 2015 and 79% higher than 2016. There were 454 deals in 2017, the same amount as in 2016. However, the average deal size in 2017 was $411 million, 19% higher than the three-year historical average of $345 million. There were nine deals with announced value greater than $1 billion, accounting for 86% of the total value this year. United Technologies’ $30 billion acquisition of Rockwell Collins was the largest transaction since 2015 and heavily impacted the trends between the third and fourth quarters of 2017 at right. North America had the largest increase in deal activity in 2017, up 29% from 2016, while Europe’s participation as an acquirer dropped by 20%. PwC Deals Global Aerospace and Defense Deals Insights Year-End 2017 $72B 454 $411M Executive summary Two thousand and seventeen was a record year for deal value in the global aerospace and defense industry, with $72 billion, surpassing the previous record of $67 billion set in 2015. Commercial aviation remains strong, with growth in Revenue Passenger Miles (RPMs) up nearly 8% in 2017 and above 6% in each of the two prior years. However, increasing competition and pressure on profit margins have been catalysts for industry consolidation and have resulted in some of the largest acquisitions in industry history, as suppliers seek synergies. Deal activity in defense was also strong this year, mostly due to geopolitical tensions, emphasis on missile defense, and the Trump administration’s increasing defense budgets. Defense contractors have been planning ahead by making investments in technologies such as autonomy, artificial intelligence, robotics, and cybersecurity. We predict these trends will continue through 2018. Tax reform will provide increased liquidity which, combined with continued strong growth in aviation and a return to growth in defense, should result in another strong year of M&A in 2018. Source: Thomson Reuters Source: Thomson Reuters and other publicly available sources 2017 versus 2016 Q4 2017 versus Q3 2017 Total deal value 79% 72% Total deal volume 0% 15% Average deal size 69% 71%

Transcript of Global aerospace and defense deals insights: Q4 2017 · Global Aerospace and Defense Deals Insights...

Page 1: Global aerospace and defense deals insights: Q4 2017 · Global Aerospace and Defense Deals Insights Year-End 2017 $72B 454 $411M Executive summary Two thousand and seventeen was a

A record year for aerospace and defense

“Tax reform will provide increased liquidity which, combined with continued strong growth in aviation and a return to growth in defense, should result in another strong year of M&A in 2018.”

Bob Long

US Aerospace and Defense

Deals leader

PwC

Trends and highlights

• Deal value in 2017 was $72 billion, 7% above the previous record

in 2015 and 79% higher than 2016.

• There were 454 deals in 2017, the same amount as in 2016.

However, the average deal size in 2017 was $411 million, 19%

higher than the three-year historical average of $345 million.

• There were nine deals with announced value greater than

$1 billion, accounting for 86% of the total value this year. United

Technologies’ $30 billion acquisition of Rockwell Collins was the

largest transaction since 2015 and heavily impacted the trends

between the third and fourth quarters of 2017 at right.

• North America had the largest increase in deal activity in 2017,

up 29% from 2016, while Europe’s participation as an acquirer

dropped by 20%.

PwC DealsGlobal Aerospace and Defense Deals Insights Year-End 2017

$72B

454

$411M

Executive summary

Two thousand and seventeen was a record year for deal value in

the global aerospace and defense industry, with $72 billion,

surpassing the previous record of $67 billion set in 2015.

Commercial aviation remains strong, with growth in Revenue

Passenger Miles (RPMs) up nearly 8% in 2017 and above 6% in

each of the two prior years. However, increasing competition and

pressure on profit margins have been catalysts for industry

consolidation and have resulted in some of the largest acquisitions

in industry history, as suppliers seek synergies.

Deal activity in defense was also strong this year, mostly due to

geopolitical tensions, emphasis on missile defense, and the Trump

administration’s increasing defense budgets. Defense contractors

have been planning ahead by making investments in technologies

such as autonomy, artificial intelligence, robotics, and cybersecurity.

We predict these trends will continue through 2018.

Tax reform will provide increased liquidity which, combined with

continued strong growth in aviation and a return to growth in

defense, should result in another strong year of M&A in 2018.

Source: Thomson Reuters

Source: Thomson Reuters and other publicly available sources

2017versus2016

Q4 2017versus

Q3 2017

Total deal value

79% 72%

Total deal volume

0% 15%

Average deal size

69% 71%

Page 2: Global aerospace and defense deals insights: Q4 2017 · Global Aerospace and Defense Deals Insights Year-End 2017 $72B 454 $411M Executive summary Two thousand and seventeen was a

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Global A&D Deals Insights Year-End 2017

Deal activity

A record $72 billion in deal value was announced in 2017, 7%

higher than the previous record set in 2015 and 79% higher than

2016. Deal value was driven by increasing geopolitical tensions

and market competition, and is heavily attributed to one of the

largest transactions in industry history. Even so, deal volume

remained steady this year.

PwC Deals Global A&D Deals Insights Year-End 2017

$328

$105

$982

$81

$256$188

$137

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$308

$130

$941

$273

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Deals by disclosed value

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Total deal value and volume

Source: Thomson Reuters and other publicly available sources

¹Megadeals are defined as deals with disclosed value equal to or greater than $5 billion USD.

Largest transaction

In September, United Technologies agreed to acquire Rockwell

Collins for $30 billion. The transaction is partly a result of

increasing competition and pressure on profit margins. This deal

is the second largest in industry history and will help United

Technologies maintain its competitive position as the industry’s

largest supplier.

Megadeals ($5B and over)

There were four megadeals announced in 2017: the United

Technologies/Rockwell Collins transaction was followed quickly

by Northrop Grumman’s $9 billion acquisition of Orbital ATK.

Safran’s $8 billion acquisition of Zodiac Aerospace set the stage

in January while Thales’ $5 billion acquisition of Gemalto closed

the year on a high note in December.

Sector category analysis

The Aircraft and Parts category continues to account for the majority of deal value in sector. Aircraft parts suppliers are looking to strengthen core

capabilities and mitigate risks from increasing market competition. The Arms and Vehicles category doubled in deal value this year, as increasing

geopolitical tensions drew large transactions in China, South Korea, and the United States.

Source: Thomson Reuters and other publicly available sources

0

2

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Aircraftand Parts

Armsand Vehicles

ElectronicEquipment

Raw Materialsand Supplies

Softwareand Security Systems

SupportingServices

0.0

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Deal value ($bn)

Deal volume

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Global A&D Deals Insights Year-End 2017

PwC Deals Global A&D Deals Insights Year-End 2017

Regional analysis

North America remains the most active acquirer, followed by the UK and Eurozone and Asia and Oceania regions. This pattern carries over to

target regions, with the US accounting for 32% of targets in 2017, a 29% increase from 2016. Europe’s participation as an acquirer also dropped

by 20% in 2017. This could be a sign of the region’s more diplomatic stance to a changing geopolitical landscape.

Financial vs. strategic investors

Strategic investors continue to contribute to the largest share of deal activity in the sector. Ninety-four percent of value and 76% of volume was

attributed to transactions between sector participants in 2017. Financial buyers’ share of total value and volume remains relatively low.

11.6

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Financial buyer share of total value

Financial buyer share of total volume

Financial investor share of M&A activity1Q

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Share of deal volume by acquirer region

Asia and Oceania North America South America

UK and Eurozone Europe ex-UK and Eurozone Africa/Undisclosed

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%

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%

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%

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%

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Share of deal value by acquirer region

Asia and Oceania North America South America

UK and Eurozone Europe ex-UK and Eurozone Africa/Undisclosed

Source: Thomson Reuters and other publicly available sources

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Source: Thomson Reuters and other publicly available sources

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Global A&D Deals Insights Year-End 2017

PwC Deals Global A&D Deals Insights Year-End 2017

A&D deals outlook

Our view is that aviation transaction volumes will continue their positive trend, leveraging the dynamics discussed above. We also expect growth in

defense deals, but believe the vast majority will be of a “portfolio shaping” nature at the mid- to small end of the range given the Pentagon’s view of

mergers between primes. Additionally, while the industry holds substantial dry powder today, tax reform has the potential to impact volumes and

values across the board as increased liquidity becomes available to fund inorganic growth agendas. Overall, we believe 2018 is shaping up to be

another solid year for deal making in the industry.

Europe ex-UK and Eurozone

Local: 54 deals, $0.1 billion

Inbound: 9 deals, $0.3 billion

Outbound: 4 deals, $0.0 billion

UK and Eurozone

Local: 68 deals, $13.4 billion

Inbound: 33 deals, $1.0 billion

Outbound: 30 deals, $1.4 billion

Asia and Oceania

Local: 123 deals, $11.8 billion

Inbound: 15 deals, $0.9 billion

Outbound: 20 deals, $0.8 billion

North America

Local: 118 deals, $43.5 billion

Inbound: 26 deals, $0.9 billion

Outbound: 24 deals, $0.5 billion

South America

Local: 3 deals, $0.0 billion

Inbound: 2 deals, $0.0 billion

Outbound: 0 deals, $0.0 billion

Africa/Undisclosed

Local: 1 deal, $0.0 billion

Inbound: 2 deals, $0.0 billion

Outbound: 9 deals, $0.4 billion

29

%

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Share of disclosed deal volume by target region

Asia and Oceania North America South America

UK and Eurozone Europe ex-UK and Eurozone Africa/Undisclosed

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%

9%

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%

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%

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100%

1Q

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Share of disclosed deal value by target region

Asia and Oceania North America South America

UK and Eurozone Europe ex-UK and Eurozone Africa/Undisclosed

Regional analysis (continued)

A&D deals by region

Source: Thomson Reuters and other publicly available sources

Source: Thomson Reuters and other publicly available sources

Page 5: Global aerospace and defense deals insights: Q4 2017 · Global Aerospace and Defense Deals Insights Year-End 2017 $72B 454 $411M Executive summary Two thousand and seventeen was a

Announced Target name Target nation Acquirer name Acquirer nation Status Deal value1 Category

09/04/17 Rockwell Collins Inc. United States United Technologies Corp. United States Pending 30,000 Aircraft and Parts

09/18/17 Orbital ATK Inc. United States Northrop Grumman Corp. United States Pending 9,171 Arms and Vehicles

01/19/17 Zodiac Aerospace SA France Safran SA France Pending 7,839 Aircraft and Parts

12/17/17 Gemalto NV Netherlands Thales SA France Pending 5,398Software and Security

Systems

10/28/17Wuchang Shipbuilding Industry Group

Co. Ltd.China

China Shipbuilding Industry Co.

Ltd.China Pending 3,549 Arms and Vehicles

02/24/17 DigitalGlobe Inc. United StatesMacDonald Dettwiler & Associates

Ltd.Canada Completed 2,134

Software and Security

Systems

06/13/17 Hyundai Heavy Industries Co. Ltd. South Korea Hyundai Robotics Co. Ltd. South Korea Completed 1,268 Arms and Vehicles

06/28/17Daewoo Shipbuilding & Marine

Engineering Co. Ltd.South Korea

The Export-Import Bank of Korea

{KEXIM}South Korea Completed 1,127 Arms and Vehicles

04/07/17 Soares Ltd. ChinaChina Merchants Industry Holdings

Co. Ltd.Hong Kong Completed 1,100

Raw Materials and

Supplies

01/27/17Harris Corp.-Government IT Services

BusinessUnited States Veritas Capital Partners LP United States Completed 690

Software and Security

Systems

Announced Target name Target nation Acquirer name Acquirer nation Status Deal value1 Category

10/23/16 B/E Aerospace Inc. United States Rockwell Collins Inc. United States Completed 8,201 Aircraft and Parts

01/26/16Lockheed Martin Corp.-Government IT

& Technical Services BusinessesUnited States Leidos Holdings Inc. United States Completed 5,930

Software and Security

Systems

11/14/16 STX Offshore & Shipbuilding Co. Ltd. South Korea Creditors South Korea Pending 3,597 Arms and Vehicles

04/29/16Jiangsu Guoxin Investment Group

Ltd.-AssetsChina Sainty Marine Corp. Ltd. China Completed 3,188 Supporting Services

09/29/16 Safran Identity & Security SAS France Investor Group United States Completed 2,720Software and Security

Systems

11/29/16Shenyang Aircraft Industry (Group)

Co. Ltd.China Zhonghang Heibao Co. Ltd. China Completed 1,400 Aircraft and Parts

03/18/16Airbus Group SE-Defence Electronics

BusinessGermany KKR & Co. LP United States Completed 1,244 Electronic Equipment

05/24/16 ILC Holdings Inc. United States TransDigm Group Inc. United States Completed 1,000 Electronic Equipment

12/23/16Daewoo Shipbuilding & Marine

Engineering Co. Ltd.South Korea

The Export-Import Bank of Korea

{KEXIM}South Korea Pending 830 Arms and Vehicles

07/11/16 Industria de Turbo Propulsores SA Spain Rolls-Royce Holdings PLC United Kingdom Intended 796 Aircraft and Parts

Announced Target name Target nation Acquirer name Acquirer nation Status Deal value1 Category

08/10/15 Precision Castparts Corp. United States Berkshire Hathaway Inc. United States Completed 31,595Raw Materials and

Supplies

07/20/15 Sikorsky Aircraft Corp. United States Lockheed Martin Corp. United States Completed 9,000 Aircraft and Parts

02/06/15 Exelis Inc. United States Harris Corp. United States Completed 4,561 Electronic Equipment

01/23/15 Keppel Land Ltd. Singapore Keppel Corp. Ltd. Singapore Completed 2,288 Supporting Services

09/23/15 Landmark Aviation United States BBA Aviation PLC United Kingdom Completed 2,065 Supporting Services

04/20/15 Websense Inc. United States Raytheon Co. United States Completed 1,900Software and Security

Systems

03/18/15Shifang Mingri Yuhang Industry Co.

Ltd.China

Xinjiang Machinery Research

Institute Co. Ltd.China Completed 1,804 Aircraft and Parts

10/29/15 C Series Aircraft LP Canada Investissement Quebec Canada Completed 1,000 Aircraft and Parts

03/02/15 Scitor Corp. United StatesScience Applications International

Corp.United States Completed 790 Supporting Services

07/28/15 Fokker Technologies Group BV Netherlands GKN PLC United Kingdom Completed 781 Aircraft and Parts

5

Global A&D Deals Insights Year-End 2017

PwC Deals Global A&D Deals Insights Year-End 2017

Top 10 A&D deals 2017

Top 10 A&D deals 2016

Top 10 A&D deals 2015

Source: Thomson Reuters and other publicly available sources

¹ In Million USD

Page 6: Global aerospace and defense deals insights: Q4 2017 · Global Aerospace and Defense Deals Insights Year-End 2017 $72B 454 $411M Executive summary Two thousand and seventeen was a

© 2018 PwC. All rights reserved. PwC refers to the US member firm or one of its subsidiaries or affiliates, and may sometimes refer to the PwC network.

Each member firm is a separate legal entity. Please see www.pwc.com/structure for further details. Disclaimer: This content is for general information

purposes only, and should not be used as a substitute for consultation with professional advisors.

Smart deal makers are perceptive enough to see value others have

missed, flexible enough to adjust for the unexpected, aggressive enough

to win favorable terms in a competitive environment, and circumspect

enough to envision the challenges they will face from the moment the

contract is signed. But in a business environment where information can

quickly overwhelm, the smartest deal makers look to experienced

advisors to help them fashion a deal that works.

PwC’s Deals group can advise aerospace and defense companies and

aerospace and defense-focused private equity firms on key M&A

decisions, from identifying acquisition or divestiture candidates and

performing detailed buy-side diligence, to developing strategies for

capturing post-deal profits and exiting a deal through a sale, carve-out, or

IPO. With more than 9,800 deals professionals in 75 countries, we can

deploy seasoned teams that combine aerospace and defense industry

skills with local market knowledge virtually anywhere and everywhere your

company operates or executes transactions.

Although every deal is unique, most will benefit from the broad experience

we bring to delivering strategic M&A advice, due diligence, transaction

structuring, M&A tax, merger integration, valuation, and post-deal services.

In short, we offer integrated solutions, tailored to your particular deal

situation and designed to help you extract peak value within your risk

profile. Whether your focus is deploying capital through an acquisition or

joint venture, raising capital through an IPO or private placement, or

harvesting an investment through the divesture process, we can help.

For more information about M&A and related services in the global

aerospace and defense industry, please visit www.pwc.com/us/deals or

www.pwc.com/us

About the data

The information presented in this report is an analysis of deals in the global

aerospace and defense industry. Deal information was sourced from Thomson

Reuters and includes deals for which targets have an SIC code that falls into

one of the 14 aerospace and defense industry groups. Certain adjustments

have been made to the information to exclude transactions which are not

specific to aerospace and defense or incorporate relevant transactions that

were omitted from the SIC industry codes.

This analysis includes all individual mergers, acquisitions, and divestitures for

disclosed or undisclosed values, leveraged buyouts, privatizations, minority

stake purchases, and acquisitions of remaining interest announced between

January 1, 2015 and December 31, 2017, with a deal status of completed,

partially completed, pending, pending regulatory and pending completion, and

excludes all rumors and seeking buyers. Additionally, transactions that are spin-

offs through distribution to existing shareholders are included.

Percentages and values are rounded to the nearest whole number which may

result in minor differences when summing totals.

About PwC’s

Deals Practice

Bob Long

US Aerospace and Defense Deals leader

McLean, Virginia

[email protected]

(703) 918-3025

For a deeper discussion on deal

considerations, please contact one of

our practice leaders or your local Deals

partner:

Scott Thompson

US Aerospace and Defense leader

McLean, Virginia

[email protected]

(703) 918-1976

Dean Gilmore

Global Aerospace and Defense leader

London, England

[email protected]

+44 7970 665555

Randy Starr

US Aerospace and Defense

Advisory leader

Florham Park, New Jersey

[email protected]

(973) 236-5682