Market Observations - S&P Global...Market Observations is generated using the S&P Capital IQ...

Market Observations Q4 2017 A quarterly compilation of high-level perspectives on M&A, public equity, private capital, and the capital markets.

Arby’s Restaurant Group, Inc. Deal Propels Restaurant M&A Activity for 2017 Global Corporate And Sovereign Credit Outlook: Global Credit Quality Should Remain Largely

Stable In 2018, With European Metrics Set To Improve Most US REITs Trading at Discount to Price Targets M&A Transaction Activity by Sector and Geography Top M&A Deals in 2017’s Top Performing Sectors – Q4

Q4 2017 | Market Observations 2

Table of Contents Table of Contents ........................................... 2

Arby’s Restaurant Group, Inc. Deal Propels Restaurant M&A Activity for 2017 ......................... 3

Global Corporate and Sovereign Credit Outlook: Global Credit Quality Should Remain Largely Stable in 2018, with European Metrics Set to Improve ......... 6

Most US Reits Trading at Discount to Price Targets .... 7

Transaction Activity by Sector ............................ 8

Q4 Global Transaction Activity by Sector ................ 9

Q4 2017 Global Transaction Activity by Geography .. 10

Q4 2017 M&A Valuation by Sector & Geography ...... 11

Top M&A Deals in Q4 2017: Top Performing Sectors . 12

Top M&A Deals for Financials – Q4 2017 ............... 13

Top M&A Deals for Information and Technology – Q4 2017 ......................................................... 14

Top M&A Deals for Industrials – Q4 2017 ............... 15

Transaction Activity by Transaction Type – Q4 2017 . 16

Contact Us .................................................. 17

ARBY’S RESTAURANT GROUP, INC. DEAL PROPELS RESTAURANT M&A ACTIVITY FOR 2017

All data presented October 1, 2017 through December 31, 2017. Data compiled January 18, 2018. Source: S&P Capital IQ To learn more about S&P Global Market Intelligence, please contact us at +1-888-806-5541or [email protected] 3

Arby’s Restaurant Group, Inc.

Deal Propels Restaurant M&A

Activity for 2017 Richard Peterson, Principal Analyst, S&P Global Market Intelligence

Private-equity owned Arby’s Restaurant Group, Inc. recently announced its proposed

acquisition of Buffalo Wild Wings, Inc., for $2.92 billion, marking another big ticket

deal in the U.S. restaurant industry. The deal ranks as the fourth-largest U.S.

restaurant deal ever according to S&P Global Market Intelligence data. Other big

restaurant deals last year include Restaurant Brands International Inc. acquiring

Popeyes Louisiana Kitchen, Inc. for $1.83 billion and Panera Bread Company’s $7.75

billion purchase by Rye Parent Corp., a subsidiary of JAB Holdings B.V.

Private equity buyers have recently been involved in various restaurant deals.

According to S&P Global Market Intelligence data, last year held the largest number

of private equity deals valued above $250 million in the restaurant industry since

2012. M&A transactions announced in the restaurant industry last year with private

equity buyers include Golden Gate Capital’s $565 million purchase of Bob Evans Farms

LLC, Oak Hill Capital Partners’ $525 million deal for Checkers Drive-In Restaurants,

Inc. and NRD Capital Management, LLC’s agreement to purchase Ruby Tuesday, Inc.

for $362.6 million. Additionally, investment manager Apollo Global Management,

LLC (NYSE:APO) agreed to acquire Qdoba Restaurant Corporation from Jack in the Box

Inc. (NasdaqGS:JACK) for $305 million.

mailto:[email protected]



Leading U.S. restaurant industry M&A - 2017(a)

Announced Date

Target Proceeds

($M)* Buyers

04/05/2017 Panera Bread Company 7,750.0 Rye Parent Corp.

11/28/2017 Buffalo Wild Wings, Inc. (NasdaqGS:BWLD)

2,917.9 Arby's Restaurant Group, Inc.

02/21/2017 Popeyes Louisiana Kitchen, Inc. 1,827.1 Restaurant Brands International Inc. (NYSE:QSR)

03/27/2017 Cheddar's, Inc 780.0 Darden Restaurants, Inc. (NYSE:DRI)

11/15/2017 Centerplate, Inc. 675.0 Sodexo S.A. (ENXTPA:SW)

01/24/2017 Bob Evans Farms, LLC 565.0 Golden Gate Capital

03/23/2017 Checkers Drive-In Restaurants, Inc.

525.0 Oak Hill Capital Partners

10/16/2017 Ruby Tuesday, Inc. (NYSE:RT) 362.6 NRD Capital Management, LLC

12/19/2017 Qdoba Restaurant Corporation 305.0 Apollo Global Management, LLC (NYSE:APO)

04/04/2017 Guckenheimer Services, LLC 225.0 ISS A/S (CPSE:ISS) (a) Announced transactions involving U.S. targets.

* Includes assumed liabilities.

Source: S&P Global Market Intelligence *through 1/17/2018 Sorted by transaction value.

Nearly two-thirds of the 28 restaurant issues in the S&P 500 were trading lower last

year through the end of the third quarter which may have prompted moves by both

private equity buyers and activist investors in the restaurant industry to search for

value.

An examination of restaurant companies with high activist owner stakes may reveal

possible takeover candidates. The most recent activist investor data available on the

S&P Capital IQ platform sourced over the last 120 days, serves as a guide to U.S.

restaurant companies with the largest recent increases in activist ownership. The

data reflects positions reported at various dates.

Papa Murphy’s Holdings, Inc. (NasdaqGS: FRSH) shows the largest hike in activist

investor ownership, with the percentage of shares controlled by activists going from

less than 1% to 18% over the course of about four quarters.

Another big move in activist investor restaurant owner stakes has been in shares of

Bloomin’ Brands, Inc., which saw its activist ownership grow from less than 2.7% four

reporting quarters ago to over 10% in the most recent period. Recently, hedge fund

JANA Partners LLC disclosed that it held an 8.7% stake in Bloomin’ Brands, Inc. and

would push for the evaluation of strategic options including a possible sale. JANA also

revealed in November 2017 that it had purchased a stake in restaurant chain Jack in

the Box Inc. Over the period of our review, activist investor ownership in the

company’s shares increased from 1.35% to over 10%.




Largest Increases Activist Investor Ownerships

Stakes in U.S. Restaurant Industry(a)

Company Name

Activist Investors - % Owned [Latest

Quarter-1] (%)

Activist Investors - % Owned [Latest] (%)

Increase in % Activist Investor

Ownership

Papa Murphy's Holdings, Inc. (NasdaqGS:FRSH) 0.06 18.87 18.81

Jack in the Box Inc. (NasdaqGS:JACK) 1.35 10.12 8.77

Potbelly Corporation (NasdaqGS:PBPB) 6.64 15.27 8.63

Bloomin' Brands, Inc. (NasdaqGS:BLMN) 2.68 10.54 7.86

Diversified Restaurant Holdings, Inc. (NasdaqCM:SAUC)

0.09 6.49 6.40

RAVE Restaurant Group, Inc. (NasdaqCM:RAVE) 16.39 21.02 4.63

Zoe's Kitchen, Inc. (NYSE:ZOES) 1.39 5.11 3.72

The Wendy's Company (NasdaqGS:WEN) 20.01 22.55 2.54

Papa Murphy's Holdings, Inc. (NasdaqGS:FRSH) 0.06 18.87 18.81

Jack in the Box Inc. (NasdaqGS:JACK) 1.35 10.12 8.77

Sonic Corp. (NasdaqGS:SONC)

15.68 18.02 2.34

Biglari Holdings Inc. (NYSE:BH) 56.16 57.77 1.61 (a) Latest data reflects S&P Capital IQ accumulation of filings which may reflect holdings from various position dates.

* Reported statements aggregated from the last four quarters.

Source: S&P Global Market Intelligence *through 1/17/18 Sorted by transaction value.


GLOBAL CORPORATE AND SOVEREIGN CREDIT OUTLOOK: GLOBAL CREDIT QUALITY SHOULD REMAIN LARGELY STABLE IN

2018, WITH EUROPEAN METRICS SET TO IMPROVE


Global Corporate and Sovereign

Credit Outlook: Global Credit

Quality Should Remain Largely

Stable in 2018, with European

Metrics Set to Improve Global Fixed Income Research Team, S&P Global Ratings

&P Global Fixed Income Research expects global credit quality to remain stable overall in 2018, with slightly more potential for improvement than deterioration, given diminishing geopolitical risks (in terms of their impact on capital markets), strong equity pricing (following 21% growth in the S&P Global 1200 Index), relatively cheap though rising financing costs, and generally low volatility among global credit markets.

While both negative bias (the proportion of issuers with negative rating outlooks or ratings on

CreditWatch with negative implications) and positive bias (the proportion of issuers with

positive rating outlooks or ratings on CreditWatch with positive implications) are lower than

historical averages, the differential has tightened for positive bias, especially due to the

strengthening European market, whose positive bias is at its highest in a decade, at 12%.

Economic fundamentals in Europe have reasonably solid legs, and monetary stimulus will

tighten gradually, likely minimizing disruption to the market. Brexit implementation remains

the key risk, though we believe it will likely be orderly and minimally disruptive.

S

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MOST US REITS TRADING AT DISCOUNT TO PRICE TARGETS


Most US Reits Trading at Discount

to Price Targets Chris Hudgins, Senior Analyst, S&P Global Market Intelligence

he vast majority of publicly traded U.S. equity real estate investment trusts are trading at discounts to consensus price target estimates. Diversified REIT Clipper Realty Inc. had the greatest implied upside to its target price estimate on

January 10, at 61.68%, followed by the two prison REITs. CoreCivic Inc. ended the trading day at

49.00% below its consensus estimate, while GEO Group Inc. closed the day at a 44.99% discount.

T

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TRANSACTION ACTIVITY BY SECTOR

Market Observations is generated using the S&P Capital IQ platform as of 10/1/17 through 12/31/2017. To learn more about S&P Global Market Intelligence, please contact us at +1-888-806-5541or [email protected] 8

Transaction Activity by Sector

S&P Global Market Intelligence provides detailed information on M&A and financing

transactions covering the most active markets in the world. We track all publicly

announced mergers, acquisitions, private placements, public offerings, shelf

registrations, equity buybacks, and bankruptcies. Transaction data is updated daily

from various sources such as regulatory filings, company websites, newsletters, trade

publications, and press releases.

Market Observations Focusing on the Top Three Sectors:

Financials

Information Technology

Consumer Discretionary

Our Transaction Data

S&P Global Market Intelligence covers 1,500,000+ transactions globally.

Source: The S&P Capital IQ platform, data as of 12/31/2017

To learn more about our transaction coverage, history, and collection process,

contacts [email protected].


Q4 GLOBAL TRANSACTION ACTIVITY BY SECTOR


Q4 Global Transaction Activity by

Sector

3449 1258

974

4577

2641

3686

4868

2273

222 703

Q4 2017 Transaction Activity by Deal Count

ConsumerDiscretionary

Consumer Staples

Energy

Financials

Healthcare

Industrials

InformationTechnology

Materials

TelecommunicationServices

Utilities

3740

1276

1005

6892

2606

3646

5260

2117

204 662


ConsumerDiscretionaryConsumer Staples

Energy

Financials

Healthcare

Industrials

InformationTechnologyMaterials

TelecommunicationServicesUtilities

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

2017 2016

Q4 2017 & Q4 2016 Transaction Activity by Transaction Value

Utilities

TelecommunicationServices

Materials

InformationTechnology

Industrials

Healthcare

Financials

Energy

Consumer Staples

ConsumerDiscretionary


Q4 2017 GLOBAL TRANSACTION ACTIVITY BY GEOGRAPHY


Q4 2017 Global Transaction Activity

by Geography

949

9394

8233 921

11375


Africa / Middle East

Asia / Pacific

Europe

Latin America andCaribbean

United States andCanada

945

8956

10266

1080

13461


Africa / Middle East

Asia / Pacific

Europe

Latin America andCaribbean


2017 2016

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

Q4 2017 & Q4 2016 Transaction Activity by Transaction Value


Latin Americaand Caribbean

Europe

Asia / Pacific

Africa / MiddleEast


Q4 2017 M&A VALUATION BY SECTOR & GEOGRAPHY


Q4 2017 M&A Valuation by Sector &

Geography

0.0x

10.0x

20.0x

30.0x

40.0x

50.0x

60.0x

70.0x

80.0x

Americas

Average Implied Ent. Value / LTM EBITDA

Average Implied Equity Value / LTM Net Income

0.0x

5.0x

10.0x

15.0x

20.0x

25.0x

30.0x

35.0x

40.0x

45.0x

50.0x

EMEA



0.0x

5.0x

10.0x

15.0x

20.0x

25.0x

30.0x

35.0x

40.0x

45.0x

50.0x

APAC




TOP M&A DEALS IN Q4 2017: TOP PERFORMING SECTORS


Top M&A Deals in Q4 2017: Top

Performing Sectors

Transaction information is seamlessly integrated in the S&P Capital IQ platform and

the S&P Capital IQ Excel® Plug-In and can be viewed alongside the company

fundamentals.

Top Five M&A Deals in Q4 2017’s Top Performing Sectors*

Financials

Information and Technology

Industrials

Transaction Activity by Transaction Type

Industry Specific Data

S&P Global Market Intelligence uses the Global Industry Classification Standard (GICS®)

to categorize and tag all companies within our database.

We also collect industry specific & supplemental financials for 17 industries: Airline,

Bank, Hotels & Gaming, Healthcare Facilities, Homebuilding, Insurance, Internet Media,

Managed Care (HMO), Mining, Oil & Gas, Pharmaceutical, Real Estate, Restaurant,

Retail, Semiconductor Equipment, Asset Management, and Telecommunications, Cable

& Wireless.

To learn more about GICS® or our industry-specific and supplemental data items,

[email protected].

*Commentary provided by Rich Peterson, Principal Analyst, S&P Global Market Intelligence


TOP M&A DEALS FOR FINANCIALS – Q4 2017


Top M&A Deals for Financials – Q4

2017

Top M&A Deals for Financials – Q4 2017

Announced Date

Target/Issuer

Transaction Value

[$USDmm]

Headquarters -

Country [Target/Issuer]

Buyers/Investors

EV /

EBITDA

EV / NI

11/21/2017 Huaxia Life Insurance Co., Ltd. 4,676 China

Zhongtian Financial Group Company Limited (SZSE:000540) - 150.82

10/18/2017 The Warranty Group, Inc. 2,497 United States Assurant, Inc. (NYSE:AIZ) - 36.65

10/14/2017

Bharat Financial Inclusion Limited (BSE:533228) 2,385 India

IndusInd Bank Limited (BSE:532187) - -

10/17/2017

NewStar Financial, Inc., Portfolio of Investment Assets 2,371 United States GSO Capital Partners LP - -

12/4/2017 Hartford Life, Inc. 1,607 United States

J. Safra Sarasin Holding AG; Pine Brook Road Partners, LLC; TRB Advisors LP; Global Atlantic Financial Group Limited; Atlas Merchant Capital LLC; Cornell Capital LLC - -

Sorted by transaction value.

Worldwide announced financial sector M&A deal proceeds totaled $53 billion in the

final quarter of 2017, up from $14.6 billion during the third quarter 2017. The top deal

for the quarter was Zhongtian Financial Group Company Limited (SZSE:000540) signing

an agreement to acquire up to a 25% stake in Huaxia Life Insurance Co., Ltd. from

Beijing Qianxi Shihao Electronic Technology Co., Ltd. and Beijing Zhongsheng Century

Technology Co., Ltd. for approximately $4.68 billion on November 21, 2017. Under

agreements, Zhongtian Financial Group Company Limited will buy a stake of between

21 percent and 25 percent from Beijing Qianxi Shihao Electronic Technology and Beijing

Zhongsheng Century Technology in cash. The next largest deal for the quarter involved

multi-line insurance firm Assurant, Inc. (NYSE:AIZ) entering into a definitive agreement

to acquire The Warranty Group, Inc. from TPG Capital, L.P. for $2.5 billion on October

17, 2017. According to S&P Global Market Intelligence data, the deal ranks as

Assurant’s second-largest ever acquisition. The third largest worldwide financial MA&

deal for the past quarter was IndusInd Bank Limited (BSE:532187) entering into an

agreement to acquire Bharat Financial Inclusion Limited (BSE:533228) from a group of

sellers for approximately $2.38 billion on October 14, 2017.


TOP M&A DEALS FOR INFORMATION AND TECHNOLOGY – Q4 2017


Top M&A Deals for Information and

Technology – Q4 2017

Top M&A Deals for Information and Technology –

Q4 2017

Announced Date

Target/Issuer

Transactions

Value [$USDmm]

Headquarters - Country

[Target/Issuer]

Buyers/Investors

EV /

EBITDA

EV / NI

11/6/2017

QUALCOMM Incorporated (NasdaqGS:QCOM) 127,173 United States

Broadcom Limited (NasdaqGS:AVGO) 13.89 42.55

11/20/2017 Cavium, Inc. (NasdaqGS:CAVM) 6,843 United States

Marvell Technology Group Ltd. (NasdaqGS:MRVL) 37.10 -

12/17/2017 Gemalto N.V. (ENXTAM:GTO) 6,802 Netherlands Thales S.A. (ENXTPA:HO) 11.91 -

12/11/2017 Canadian Solar Inc. (NasdaqGS:CSIQ) 3,467 Canada - 17.10 44.75

10/23/2017 BroadSoft, Inc. (NasdaqGS:BSFT) 2,288 United States

Cisco Systems, Inc. (NasdaqGS:CSCO) 80.69 -

Sorted by transaction value.

Information technology M&A climbed to more than $186 billion in the last quarter of

2017 up from under $69 billion in the third quarter 2017. Much of the final quarter’s

amount came from a single deal. Broadcom Limited (NasdaqGS:AVGO) made a

proposal to acquire QUALCOMM Incorporated (NasdaqGS:QCOM) for approximately

$127 billion, inclusive of assumed liabilities on November 6, 2017. According to S&P

Capital IQ data, the Qualcomm QUALCOMM Incorporated transaction ranks as the

largest ever tech M&A deal, surpassing the $75.7 billion acquisition of EMC

Corporation by Denali Holkding Inc. announced in October 2015. The next big deal

was semiconductor firm Marvell Technology Group Ltd. (NasdaqGS:MRVL) signing a

definitive agreement to acquire Cavium, Inc. (NasdaqGS:CAVM) for $6.84 billion on

November 19, 2017. For Marvell, the deal ranks as its largest-ever acquisition. The

third largest tech M&A deal int eh fourth quarter was French aerospace firms Thales

S.A. (ENXTPA:HO) reaching an agreement to acquire Gemalto N.V. (ENXTAM:GTO) for

$6.8 billion on December 17, 2017.


TOP M&A DEALS FOR INDUSTRIALS – Q4 2017


Top M&A Deals for Industrials – Q4

2017

Top M&A Deals for Industrials – Q4 2017

Announced

Date

Target/Issuer

Transactions

Value [$USDmm]

Headquarters - Country

[Target/Issuer]

Buyers/

Investors

EV /

EBITDA

EV / NI

10/18/2017 Abertis Infraestructuras, S.A. (BME:ABE) 42,822 Spain

HOCHTIEF Aktiengesellschaft (DB:HOT) 9.74 23.62

12/18/2017 Chicago Bridge & Iron Company N.V. (NYSE:CBI) 4,149 Netherlands

McDermott International, Inc. (NYSE:MDR) - -

12/18/2017 Husky IMS International Ltd. 3,850 Canada Platinum Equity, LLC - -

10/17/2017 OHL Concesiones, S.A. 3,261 Spain IFM Investors Pty Ltd - -

11/24/2017 Københavns Lufthavne A/S (CPSE:KBHL) 3,040 Denmark

Copenhagen Airports Denmark ApS 20.28 35.18

The Industrial sector announced worldwide M&A in the fourth quarter 2017 totaled

$105.7 billion down from nearly $139 billion in the third quarter. A significant share of

last quarter’s activity was from HOCHTIEF Aktiengesellschaft (DB:HOT) making an offer

to acquire Abertis Infraestructuras, S.A. (BME: ABE) for $42.8 billion on October 18,

2017. That was followed by McDermott International, Inc. (NYSE: MDR) entering into an

agreement to acquire Chicago Bridge & Iron Company N.V. (NYSE: CBI) for $4.15 billion,

including assumed liabilities, on December 18, 2017. The third largest industrial sector

M&A deal of the fourth quarter 2017 involved Platinum Equity, LLC entering into a

definitive agreement to acquire a stake in industrial machinery firm Husky IMS

International Ltd. from Berkshire Partners LLC and OMERS Private Equity for $3.9 billion

on December 18, 2017. Bank of America Merrill Lynch and Deutsche Bank led the deal

according to company released financials for the transaction.


TRANSACTION ACTIVITY BY TRANSACTION TYPE – Q4 2017


Transaction Activity by Transaction

Type – Q4 2017

Public offerings accounted for about $1.4 trillion, or 40%, of the approximately $3.52

trillion in total global transaction activity in the fourth quarter of 2017. That was an

improvement from the $1.06 trillion in public offerings taking place in the prior

quarter.

The next largest transaction types in the fourth quarter were the $1.05 trillion in

worldwide M&A deals and $385.1 billion in shelf registrations. Previously, in the third

quarter 2017, M&A activity totaled $716.8 billion while shelf registrations totaled

$357.3 billion.

In the final quarter of 2017, LCD bank loan proceeds exceeded $300.6 billion compared

to $238.6 billion in the third quarter; Private placement dollar volume topped $211

billion. In the third quarter, 2017 private placement dollar volume was more than $181

billion. Finally, buyback activity totaled $172.9 billion in the fourth quarter compared

to $101.3 billion in the third quarter.

149 775 75 485

12,558

8,679 7,094

1,026 33

0

4,000

8,000

12,000

16,000

# o

f D

eals

# of Deals


CONTACT US


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About Market Observations

Market Observations is a quarterly compilation of high-level perspectives on M&A,

public equity, private capital, and the capital markets. The content is primarily

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