An Acuris Company. The comprehensive review of mergers and acquisitions in the Americas region. FY 2017 Deal Drivers Americas. mergermarket.

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1 An Acuris Company The comprehensive review of mergers and acquisitions in the Americas region FY 217 Deal Drivers Americas

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3 Mergermarket Deal Drivers Americas Contents 3 Contents Foreword 4 Americas Heat Chart 5 All Sectors 6 Financial Services 18 Industrials, Manufacturing & Engineering 24 Energy, Mining, Oil & Gas 3 Consumer 36 Technology, Media & Telecom 42 Life Sciences & Healthcare 48 Canada 54 West 61 Midwest 68 South 75 Mid-Atlantic 82 New England 89 Latin America 96 About Merrill Corporation 14 Merrill Corporation Contacts 14

4 Mergermarket Deal Drivers Americas Foreword 4 Foreword Welcome to the full-year 217 edition of Deal Drivers Americas, published by Mergermarket in association with Merrill Corporation. In this report, we take an indepth look at M&A data in North America and Latin America, as well as examine key trends that dealmakers expect to see in 218. Despite heightened expectations at the beginning of the year, dealmaking in 217 was never likely to hit the heights of the two previous years. Many dealmakers appeared to be taking a wait-and-see approach to promises from the Trump administration, particularly on corporate tax cuts, and this led to a year-on-year drop in deal value. However, this decline needs to be put into context. While activity appears uninspiring in comparison to recent years, there were numerous deals that not only made headlines but also pointed to the nature of transactions that could be coming down the pipeline in 218. It is likely we will see more disruptive megadeals in 218 as the uncertainty around tax reforms was lifted with the signing of the US government s tax bill on December 22. This reform, the largest overhaul of the US tax code for 31 years allied with a benign economy and record corporate cash balances has dealmakers and financial forecasters predicting that 218 could see numbers back to levels. Top sectors In terms of sectors in 217, the Technology, Media & Telecom (TMT) sector saw the highest volume of activity in North America with 1,357 deals, eclipsing the sector s 216 tally of 1,255 deals. And the appetite for technology targets is only likely to strengthen in 218 as corporates from outside the Technology sector and deal-hungry buyout firms look to compete with big-spending tech giants for companies in a variety of subsectors, including software and cybersecurity. Beyond TMT, the Energy, Financial Services and Consumer sectors will also be sectors to watch throughout 218, as they look to carry over positive dealmaking momentum from last year. Full of promise Canada continues to be a strong contributor to the region s dealmaking activity, with an uptick in deal value in 217 based on rising confidence in the Canadian economy and positive forecasts for the year ahead. On the other hand, the pace and strength of Latin American dealmaking is expected to be hindered by upcoming elections in Mexico, Colombia and Brazil. After a strong start to 218, which has seen a number of megadeals announced, dealmakers are anticipating a busy year for M&A activity, with the uncertainty that was present last year now behind us. The US economy is more stable than it has been for a long time with an expectation of 2.5% growth in 218, according to the World Bank; both private equity and corporate bidders are sitting on excess cash; the stock market continues to break records and confidence is understandably high. All these factors combined means 218 could be a very interesting year indeed. Sincerely, Mark Williams Chief Revenue Officer, Americas Mark Williams Chief Revenue Officer, Americas Merrill Corporation

5 Mergermarket Deal Drivers Americas Heat Chart 5 Americas Heat Chart Our heat chart of companies for sale stories in 217 shows that Technology, Media & Telecoms (TMT) remains the dominant sector in terms of M&A targets in the Americas, while the West is top of the heap when it comes to regions. The Industrials & Chemicals and Consumer segments rounded out the top three sectors, and the South and Mid-Atlantic followed the West when it came to regional targeting. Many regions lived up to their reputations for having a dominant position in certain sectors. For instance, the Midwest was the top region for stories about Industrials & Chemicals companies on the market, with 25% of the total number of articles related to businesses in the sector. Meanwhile, the South had by far the most articles related to Energy, Mining & Utilities (EMU) targets, with 3% of the total, thanks to the huge number of commodityfocused businesses in Texas, Oklahoma, and neighboring states. The West and Latin America also had significant percentages of EMU companies for sale stories in 217. Examining the overall position of different sectors, the consumer industry s position in third place with 89 stories suggests that deal activity may rise in the sector, given that there were only 588 deals in 217 for consumer businesses in the Americas. At the same time, a decline may be in store for Business Services dealmaking there were just 624 companies for sale articles for companies in the sector in 217, while there were 862 Business Services deals last year, according to Mergermarket data. Overall, one thing remains certain for 218: the Americas are set for another busy year in M&A. Heat Chart based on potential companies for sale Sector West South Mid- Atlantic Hot Warm Cold Midwest LatAm New England Canada TMT Industrials/Chemicals Consumer Pharma/Med/ Biotech Energy/Mining/ Utilities Business Services Financial Services Leisure Construction Transportation Real Estate Agriculture Defense Government Total Total Criteria of heat chart: Mergermarket s sector heat chart is based on companies tagged as potential targets in 217.

6 Mergermarket Deal Drivers Americas All Sectors 6 Part of the Acuris report on global M&A activity All Sectors

7 Mergermarket Deal Drivers Americas All Sectors 7 All Sectors Overview Tax reform, digital disruption and pent-up demand for deals have set the stage for an expected uptick in North American M&A activity this year after a relatively lackluster 217, dealmakers told this news service. Unless there is a major geopolitical destabilization, M&A should flourish this year, said Bill Curtin, global head of M&A at Hogan Lovells. There were 1.4tn worth of deals in North America last year, down 12.2% from 216, according to Mergermarket data, falling short of high expectations at the start of the year. One factor explaining the slowdown was that many companies wanted more clarity on where the Trump administration was heading, one M&A lawyer said. A year on, however, the administration s softening of regulations coupled with the reform of the US tax code will likely facilitate more deal flow, advisors said. In particular, the tax overhaul presents US companies with a once in a lifetime opportunity, the lawyer said, singling out pharmaceutical companies as key beneficiaries whose significant offshore cash piles could now be used to fund M&A. Real Estate and Energy are other sectors that should see an overall benefit from the bill, leading to increased activity, he said. Overall, deals involving strategic acquirers including stock deals look set to dominate in 218, against the background of record-high valuations, said another M&A lawyer. When presenting these deals to shareholders, there will likely be a huge focus on putting synergies front and center because of skyhigh valuations, this M&A lawyer said. A media industry executive confirmed that tax reform weighed on his decisions toward the end of 217, and that the new legislation, combined with the Trump administration s general deregulatory push, will lead to a spike in deal flow. This executive also expected that, on the sellside, smaller, private, family-owned businesses will be brought off the sidelines and consider cashing out now that they have clarity on the tax regime. For private equity buyers, not only do they face competition from strategic acquirers, they also face pressure from the proliferation of new market entrants, including family offices, SPACs and sovereign wealth funds, advisors said. It s very competitive and people are challenged to deploy their funds, said Matt Sondag of West Monroe Partners. Disruption While total 217 M&A value was down, the year was noteworthy for the Amazon effect. The Seattle, Washington-based tech giant sent shockwaves through the market with its 13.5bn acquisition of Whole Foods in the summer. Then, in December, CVS Health [NYSE:CVS] and Aetna [NYSE:AET] announced a 67.8bn merger agreement, seen by many as partly a response to Amazon s expected entry into and disruption of the prescription drug market. Technology is set to be at the forefront of companies M&A plans in 218, allowing companies to transform their customer experience or add more automation via acquisitions. Many companies are questioning how they can mimic the Amazon-like experience, said Tom Bolger of West Monroe Partners. There s only one industry and that s technology, said Hogan Lovells Curtin. When we look at what our clients want to do whether they re a healthcare or automotive company, it s about technology. Cross-border Another factor behind the drop in deal value last year was declining inbound crossborder M&A, which fell 23.6% to 263.1bn, according to Mergermarket data. Advisors said demand for US assets from both Europe and Asia Pacific remains high. Yet the increasing scope of deal reviews by the Committee on Foreign Investment in the United States (CFIUS) means the hurdles are getting higher especially for Chinese buyers. Further information Get in touch Tom Cane Jonathan Guilford

8 Mergermarket Deal Drivers Americas All Sectors 8 Top deals Top 2 Announced Deals for the Year Ending 31 December 217 (any North American Involvement) Announced Date Status Bidder Company Target Company Sector Vendor Company Deal (m) 14-Dec-17 P The Walt Disney Company Twenty-First Century Fox Inc Technology, Media & Telecom 68,422 3-Dec-17 P CVS Health Corporation Aetna Inc Financial Services 67, Jan-17 C British American Tobacco Plc Reynolds American Inc (57.83% stake) Consumer 6,567 4-Sep-17 P United Technologies Corporation Rockwell Collins Inc Industrials, Chemicals & Engineering 29, Apr-17 C Becton, Dickinson and Company C.R. Bard Inc Life Sciences & Healthcare 23,69 21-Aug-17 P Sempra Energy Energy Future Holdings Corporation Energy, Mining, Oil & Gas 18,8 1-Feb-17 C Reckitt Benckiser Group Plc Mead Johnson & Company Consumer 17, Dec-17 C Marathon Petroleum Corporation MPLX LP (4.32% stake) Energy, Mining, Oil & Gas 17,279 1-Feb-17 C ONEOK Inc ONEOK Partners LP (6% stake) Energy, Mining, Oil & Gas 17, Aug-17 P Calpine Consortium Calpine Corporation Energy, Mining, Oil & Gas 17,23 7-Jul-17 L Berkshire Hathaway Energy Oncor Electric Delivery Company LLC (8.3% stake) Energy, Mining, Oil & Gas Energy Future Holdings Corporation 16,72 31-Jul-17 P Discovery Communications Inc Scripps Networks Interactive Inc Technology, Media & Telecom 14, Jun-17 C Amazon.com Inc Whole Foods Market Inc Consumer 13, Mar-17 C Cenovus Energy Inc ConocoPhillips (Canadian conventional natural gas assets); and Foster Creek Christina Lake Oil Sands Partnership (5% stake) Energy, Mining, Oil & Gas ConocoPhillips Company 13,24 9-Jan-17 C Williams Companies Inc Williams Partners LP (32.24% stake) Energy, Mining, Oil & Gas 11,358 3-Oct-17 P Vistra Energy Corp Dynegy Inc Energy, Mining, Oil & Gas Energy Capital Partners LLC 1,69 22-May-17 L Clariant AG Huntsman Corporation Industrials, Chemicals & Engineering 1, Aug-17 C Gilead Sciences Inc Kite Pharma Inc Life Sciences & Healthcare 1,161 3-Oct-17 P Lennar Corporation CalAtlantic Group Inc Construction MatlinPatterson Global Advisers LLC 9, Sep-17 P Northrop Grumman Corporation Orbital ATK Inc Defense 9,17 C= Completed; P= Pending; L= Lapsed

9 Mergermarket Deal Drivers Americas All Sectors 9 Mix of deals by geographic region Based on announced deals, excluding those that lapsed or were withdrawn. Geographic region is determined with reference to the dominant location of the target. Mix of deals by geographic region Based on announced deals, excluding those that lapsed or were withdrawn. Geographic region is determined with reference to the dominant location of the target. 5% 5.6% 22.7% 22.8% 29% 39.9% Please use corresponding AIT file Please use corresponding AIT file 6.5% 6.4% 3.2% 1.6% 3.7% 3.4% 17.6% 3% 5.8% 23.8% USA Canada Western Europe USA Canada Western Europe Northern Europe Central & Eastern Europe Southern Europe Northern Europe Central & Eastern Europe Southern Europe Asia-Pacific RoW Asia-Pacific RoW

10 Mergermarket Deal Drivers Americas All Sectors 1 Mix of deals by industry sector Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in the US & Canada. Industry sector is based on the dominant industry of the target. Mix of deals by industry sector Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in the US & Canada. Industry sector is based on the dominant industry of the target. 35 1,4 3 1,2 25 1, (bn) 2 15 Please use corresponding AIT file 37.9 of deals 8 6 1,357 Please use corresponding AIT file Industrials, Manufacturing & Engineering Financial Services 71.7 Business Services 18.7 Consumer Energy, Mining, Oil & Gas TMT 34.7 Leisure 17.3 Transportation Life Sciences & Healthcare 3.3 Construction 35 Real Estate Defense Agriculture Industrials, Manufacturing & Engineering 518 Financial Services 862 Business Services Consumer Energy, Mining, Oil & Gas TMT 173 Leisure 115 Transportation 596 Life Sciences & Healthcare 218 Construction 46 Real Estate 12 Defense 29 Agriculture

11 Mergermarket Deal Drivers Americas All Sectors 11 Buyouts Exits Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in the US & Canada. Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in the US & Canada. 22, 1,4 3, 1,2 2, 18, 1,2 25, 1, 16, 1, 14, 2, 8 (m) 12, 1, 8, 6, 114, ,612 Please use corresponding AIT file 145, , 157, ,692 24, Volume (m) 15, 1, 159, , , ,99 249, , , Volume 4, 2 5, 2 2,

12 Mergermarket Deal Drivers Americas All Sectors 12 Transatlantic deals Based on dominant location of target and bidder and excludes all buyouts. Transatlantic deals Based on dominant location of target and bidder and excludes all buyouts. 15, , 25 (m) 9, 6, Please use corresponding AIT file of deals 2 15 Please use corresponding AIT file 1 3, 5 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q Q4 European bidder acquiring a North American target North American bidder acquiring a European target Total North American/European deals European bidder acquiring a North American target North American bidder acquiring a European target Total North American/European deals

13 Mergermarket Deal Drivers Americas All Sectors 13 M&A split by deal size M&A split by deal size 2, 7, 1,75 1,5 6, (bn) 1,25 1, Please use corresponding AIT file , of deals 5, 4, 3, 2, 1, ,828 2, ,845 2, ,399 2,197 Please use corresponding AIT file 1,86 3,154 2,872 2, ,946 3, ,859 3, $5m - $25m $2,1m - $5,m $251m - $5m > $5,1m $51m - $2,m not disclosed $5m - $25m $251m - $5m $51m - $2,m $2,1m - $5,m > $5,1m

14 Mergermarket Deal Drivers Americas All Sectors 14 Quarterly M&A activity Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in the US & Canada. Quarterly M&A activity Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in the US & Canada. 55, 1,6 5, 1,4 45, 4, 1,2 35, 1, (m) 3, 25, Please use corresponding AIT file of deals 8 Please use corresponding AIT file 2, 6 15, 4 1, 5, 2 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q Q4 Deal Moving average trend line Moving average trend line

15 Mergermarket Deal Drivers Americas All Sectors 15 League tables Financial advisors by value Financial advisors by deal count Company name Company name 1 2 Goldman Sachs & Co 674, JPMorgan 499, Morgan Stanley 437, Citi 321, Lazard 3, Bank of America Merrill Lynch 3, Barclays 291, Centerview Partners 262, Deutsche Bank 234, Credit Suisse 233, Goldman Sachs & Co 674, JPMorgan 499, Morgan Stanley 437, Houlihan Lokey 35, Citi 321, Jefferies 114, Barclays 291, Credit Suisse 233, Lazard 3, Bank of America Merrill Lynch 3, The financial advisor league tables by value and volume have been run from 1/1/217 to the 12/31/217 and exclude lapsed and withdrawn deals. The tables are based on advice to a North American (US & Canada) bidder, target or vendor and cover all sectors. Legal advisors by value Legal advisors by deal count Company name Company name 1 5 Skadden Arps Slate Meagher & Flom 474, Kirkland & Ellis 395, Simpson Thacher & Bartlett 375, Sullivan & Cromwell 36, Davis Polk & Wardwell 359, Cravath, Swaine & Moore 354, White & Case 336, Cleary Gottlieb Steen & Hamilton 33, Latham & Watkins 224, Shearman & Sterling 211, Kirkland & Ellis 395, Jones Day 172, Latham & Watkins 224, DLA Piper 41, Goodwin Procter 61, Skadden Arps Slate Meagher & Flom 474, Morgan Lewis & Bockius 44, Weil Gotshal & Manges 188, White & Case 336, Paul Weiss Rifkind Wharton & Garrison 13, The legal advisor league tables by value and volume have been run from 1/1/217 to the 12/31/217 and include lapsed and withdrawn deals. The tables are based on advice to a North American (US & Canada) bidder, target or vendor and cover all sectors.

16 Mergermarket Deal Drivers Americas All Sectors 16 League tables Financial advisors by value mid-market (5M 25M) Financial advisors by deal count mid-market (5M 25M) Company name Company name 1 3 Stifel/KBW 4, Evercore 4, Houlihan Lokey 4, JPMorgan 4, RBC Capital Markets 3, Goldman Sachs & Co 3, Jefferies 3, Sandler O'Neill & Partners 3, Citi 3, Raymond James & Associates 3, Stifel/KBW 4, Houlihan Lokey 4, Raymond James & Associates 3, KPMG 3, Sandler O'Neill & Partners 3, Evercore 4, Piper Jaffray & Co 3, JPMorgan 4, Deloitte 2, Goldman Sachs & Co 3, The financial advisor mid-market league tables by value and volume have been run from 1/1/217 to the 12/31/217 and exclude lapsed and withdrawn deals. The tables are based on advice to a North American (US & Canada) bidder, target or vendor and cover all sectors. Legal advisors by value mid-market (5M 25M) Legal advisors by deal count mid-market (5M 25M) Company name Company name 1 3 Kirkland & Ellis 6, Goodwin Procter 6, Latham & Watkins 6, DLA Piper 5, Jones Day 4, Skadden Arps Slate Meagher & Flom 4, Cooley 4, Blake, Cassels & Graydon 4, Morgan Lewis & Bockius 4, Vinson & Elkins 4, Goodwin Procter 6, Jones Day 4, DLA Piper 5, Latham & Watkins 6, Blake, Cassels & Graydon 4, Kirkland & Ellis 6, Cooley 4, Stikeman Elliott 3, Morgan Lewis & Bockius 4, Norton Rose Fulbright 3,6 43 The legal advisor mid-market league tables by value and volume have been run from 1/1/217 to the 12/31/217 and include lapsed and withdrawn deals. The tables are based on advice to a North American (US & Canada) bidder, target or vendor and cover all sectors.

17 Mergermarket Deal Drivers Americas All Sectors 17 League tables PR advisors by value PR advisors by deal count Company name Company name 1 2 Sard Verbinnen & Co 356, Joele Frank Wilkinson Brimmer Katcher 292, Finsbury Hering Schuppener GPG 25, Kekst (Publicis/MSLGROUP) 27, Brunswick Group 152, FTI Consulting 11, Abernathy MacGregor Group (AMO) 92, Sloane & Company 81, Gladstone Place Partners 68, Ashton Consulting (AMO) 64, Sard Verbinnen & Co 356, Joele Frank Wilkinson Brimmer Katcher 292, Kekst (Publicis/MSLGROUP) 27, Abernathy MacGregor Group (AMO) 92, Finsbury Hering Schuppener GPG 25, FTI Consulting 11, Brunswick Group 152, Edelman 51, ICR (Integrated Corporate Relations) 3, BackBay Communications 2, The PR advisor league tables by value and volume have been run from 1/1/217 to the 12/31/217 and exclude lapsed and withdrawn deals. The tables are based on advice to a North American (US & Canada) bidder, target or vendor and cover all sectors. PR advisors by value mid-market (5M 25M) PR advisors by deal count mid-market (5M 25M) Company name Company name 1 1 Sard Verbinnen & Co 5, Joele Frank Wilkinson Brimmer Katcher 3, Edelman 2, FTI Consulting 2, ICR (Integrated Corporate Relations) 2, Abernathy MacGregor Group (AMO) 2, Finsbury Hering Schuppener GPG 2, Kekst (Publicis/MSLGROUP) 2, Brunswick Group 1, Blueshirt Group 1, Sard Verbinnen & Co 5, ICR (Integrated Corporate Relations) 2, FTI Consulting 2, Joele Frank Wilkinson Brimmer Katcher 3, Abernathy MacGregor Group (AMO) 2, Edelman 2, Kekst (Publicis/MSLGROUP) 2, Finsbury Hering Schuppener GPG 2, Brunswick Group 1, Blueshirt Group 1, The PR advisor mid-market league tables by value and volume have been run from 1/1/217 to the 12/31/217 and exclude lapsed and withdrawn deals. The tables are based on advice to a North American (US & Canada) bidder, target or vendor and cover all sectors.

18 Mergermarket Deal Drivers Americas Financial Services 18 Part of the Acuris report on global M&A activity Financial Services

19 Mergermarket Deal Drivers Americas Financial Services 19 Financial Services Overview Dealmaking among Financial Services firms is expected to increase this year, driven by the consolidation of community and regional banks, demands on diversifying revenue, as well as the emerging shareholder activism in Financial Services, sector advisors said. Bank deals increased in 217 to 197 transactions worth 28bn compared to 186 deals worth 25bn in 216, according to Mergermarket data. Overall deal counts among Financial Services companies declined by seven to 518, though value surged thanks to pharmacy chain CVS Heath s [NYSE:CVS] 67.8bn proposed acquisition of health insurer Aetna [NYSE:AET]. In 1H18, community banks in the 1bn to 15bn asset size range will be one notable area for consolidation, said Ben Chung, of counsel at Morrison & Foerster. M&A among banks in this size range will be more impacted if lawmakers ease regulations by modifying the Dodd-Frank Act, Chung said. Currently, banks with more than 5bn in assets face a heavier regulatory burden. A pending bill in the Senate would increase the asset threshold to 25bn. If Dodd-Frank is revised, mid-sized banks will be able to more easily expand without triggering additional Dodd-Frank oversight, and there will be a push for mergers, said Jones Day partner Peter Izanec. Along with the robust credit and public markets, bank deal values have gone up significantly over the past few years since the financial crisis, Chung said. Banks can now fetch valuations at over 2x book value, he noted. Analysts at Keefe, Bruyette & Woods, a financial services investment bank, said in a recent report that banks stronger stock currencies, the demand for deposits and deregulation will drive bank deals in 218. The report identified as prime takeover candidates Associated Banc-Corp [NYSE:ASB], BankUnited [NYSE:BKU], Investors Bancorp[NASDAQ:ISBC], Signature Bank [NASDAQ:SBNY] and TCF Financial [NYSE:TCF]. Bank regulators have picked up the pace of deal reviews, from an average of 14 days in 214 to 13 days last year, according to KBW. Shortened closing periods could enable banks to pursue more deals, said Christopher McGratty, managing director of equity research at KBW. Driven by a strong sellers market, buyers in the wider Financial Services space beyond banks are willing to take more risk and moving more quickly to win deals, said panelists at the Mergermarket Financial Services M&A Forum in November in New York. Deal processes have been more atypical and less predictable, said Danny Rodriguez, partner at Lee Equity Partners, at the panel. Rodriguez has seen bidders start bidding a few weeks early. Bidders are also accepting more aggressive terms and valuations for top-notch companies in order to secure the property, said Rodriguez and Jeb Doggett, managing director at Deloitte. Going forward, other issues driving bank deal talks include institutions expansion into wealth management, the rise of financial technology and shareholder activism, advisors said. Banks have continued to expand their wealth management businesses, Izanec said. Particularly for regional banks, a common model nowadays is to work with wealth management firms through contracts and get referral fees, Chung said. Because the advisory service is complementary and tends to have higher profitability than the interest margin in banking, banks could seek buys to bring the capacity in-house, Chung said. On the technology side, financial data is a large opportunity for institutions, who collect considerable amounts of data but haven t yet figured out how to extract the data and make good use of it, said Brad Armstrong, principal at Lovell Minnick Partners, a Pennsylvaniabased private equity firm. Banks are more likely to partner with technology firms in the near-term rather than make acquisitions because the valuation gap between institutions and fintech firms is still too wide, Armstrong said. Shareholder activism is also emerging to drive more actions in Financial Services, said Jones Day s Izanec. Further information Get in touch Yizhu Wang

20 Mergermarket Deal Drivers Americas Financial Services 2 Top deals Top 15 Announced Deals for the Year Ending 31 December 217 North American Targets Financial Services Sector Announced Date Status Bidder Company Target Company Vendor Company Deal (m) 3-Dec-17 P CVS Health Corporation Aetna Inc 67, Jun-17 C MetLife Inc (Shareholders) Brighthouse Financial Inc MetLife Inc 6,73 17-Mar-17 C Kohlberg Kravis Roberts & Co LP; and Caisse de Depot et Placement du Quebec USI Holdings Corporation Onex Corporation 4,3 12-Sep-17 P Centene Corporation The New York State Catholic Health Plan Inc 3,75 14-Feb-17 C SoftBank Group Corp Fortress Investment Group LLC 3,3 2-Oct-17 C Sprott Inc Central Fund of Canada Limited 3,298 4-May-17 C First Horizon National Corporation Capital Bank Financial Corp 2,225 7-Mar-17 C Sterling Bancorp Astoria Financial Corporation 2,219 4-Dec-17 P Bank J. Safra Sarasin AG; Pine Brook Road Partners LLC; Global Atlantic Financial Group Limited; Atlas Merchant Capital; Cornell Capital LLC; and TRB Advisors LP Talcott Resolution Inc The Hartford Financial Services Group Inc 2,5 18-Oct-17 P Assurant Inc The Warranty Group Inc 1,96 24-May-17 C CF Corporation Fidelity & Guaranty Life Insurance Company HRG Group Inc 1, Jan-17 C Pinnacle Financial Partners Inc BNC Bancorp 1,761 1-Nov-17 P Permira Advisers LLP Duff & Phelps LLC The Carlyle Group; Pictet & Cie; NB Private Equity Partners Limited; and University of California's Office of the Chief Investment Officer of the Regents 1,75 21-Feb-17 C PNC Financial Services Group Inc ECN Capital Corp (US commercial and vendor finance business) ECN Capital Corp 1,559 5-Jan-17 L IEG Holdings Corporation OneMain Holdings Inc 1,469 C= Completed; P= Pending; L= Lapsed

21 Mergermarket Deal Drivers Americas Financial Services 21 M&A split by deal size M&A split by deal size (bn) Please use corresponding AIT file 73.9 of deals Please 22 use corresponding AIT file xx $5m - $25m $2,1m - $5,m $251m - $5m > $5,1m $51m - $2,m not disclosed $5m - $25m $251m - $5m $51m - $2,m $2,1m - $5,m > $5,1m

22 Mergermarket Deal Drivers Americas Financial Services 22 Quarterly M&A activity Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in the US & Canada. Quarterly M&A activity Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in the US & Canada. 9, 18 8, 16 7, 14 6, 12 (m) 5, 4, Please use corresponding AIT file of deals 1 8 Please use corresponding AIT file 3, 6 2, 4 1, 2 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q Q4 Deal Moving average trend line Moving average trend line

23 Mergermarket Deal Drivers Americas Financial Services 23 League tables Financial advisors by value Financial advisors by deal count Company name Company name 1 4 Goldman Sachs & Co 86, Evercore 77, Lazard 74, Barclays 73, Allen & Company 72, Centerview Partners 7, JPMorgan 26, Sandler O'Neill & Partners 25, Citi 23, Morgan Stanley 21, Sandler O'Neill & Partners 25, Stifel/KBW 13, JPMorgan 26, Morgan Stanley 21, Goldman Sachs & Co 86, Citi 23, Stephens 2, FIG Partners Raymond James & Associates 1, Evercore 77, The financial advisor league tables by value and volume have been run from 1/1/217 to the 12/31/217 and exclude lapsed and withdrawn deals. The tables are based on advice to a North American (US & Canada) bidder, target or vendor and are based on the following sector: Financial Services. Legal advisors by value Legal advisors by deal count Company name Company name 1 22 White & Case 82, Simpson Thacher & Bartlett 79, Sullivan & Cromwell 77, Kirkland & Ellis 77, Davis Polk & Wardwell 75, Shearman & Sterling 74, Dechert 71, McDermott Will & Emery 67, Skadden Arps Slate Meagher & Flom 26, Willkie Farr & Gallagher 14, Skadden Arps Slate Meagher & Flom 26, Simpson Thacher & Bartlett 79, Wachtell, Lipton, Rosen & Katz 14, Kirkland & Ellis 77, Weil Gotshal & Manges 13, White & Case 82, Alston & Bird 6, Sullivan & Cromwell 77, Sidley Austin 5, Debevoise & Plimpton 12, The legal advisor league tables by value and volume have been run from 1/1/217 to the 12/31/217 and include lapsed and withdrawn deals. The tables are based on advice to a North American (US & Canada) bidder, target or vendor and are based on the following sector: Financial Services.

24 Mergermarket Deal Drivers Americas Industrials, Manufacturing 24 & Engineering Part of the Acuris report on global M&A activity Industrials, Manufacturing & Engineering

25 Mergermarket Deal Drivers Americas Industrials, Manufacturing 25 & Engineering Industrials, Manufacturing & Engineering Overview One of the biggest drivers of consolidation in 218 will be the need for traditional industrials components groups to broaden their technology offerings, according to several sector advisors interviewed by this news service. Paul Scrivano, partner and global head of the M&A practice at the law firm Ropes & Gray, noted that Siemens [ETR:SIE] 4bn acquisition, in late March, of Mentor Graphics signifies a trend of industrial giants wanting to diversify beyond industrial components. These companies do not want to be disintermediated in the value chain, Scrivano noted. Acquirers are looking at exerting control over the entire value chain, including collecting and harvesting information so they can sell more products and services and make more repairs. In particular, artificial intelligence, machine learning, the Internet of things (IoT) and 3D printing tied with manufacturing are likely to draw players such as General Electric [NYSE:GE] and Boeing [NYSE:BA], Scrivano projected. Dan Shea, a managing director at BDO Capital Advisors, agreed that the IoT space should see heavy activity, as should any sector involving upgrading equipment to incorporate robotics and sensors. Building products, aerospace, machine automation and specialty chemicals are especially attractive subsectors right now, Shea added. Manan K. Shah, a managing partner at Focus Investment Banking, said one aerospace area that could see consolidation is missile defense, in light of continuing tensions with North Korea. One major deal in this sector was defense giant Northrop Grumman s [NYSE:NOC] recent acquisition of Orbital ATK for around 9.2bn, a 2% premium. Shah added that the aerospace maintenance, repair and overhaul (MRO) sector is likely to see continued M&A activity, as the sector remains fragmented. In the transport sector, direct-to-consumer and e-commerce logistics services continue to thrive, as Amazon [NASDAQ:AMZN] and other retailers volume of same-day or express delivery freight is hastily growing, said Chip Grayson, a managing director at Raymond James. International air freight is seeing a similar uptick as customers are demanding faster service on imported goods such as apparel and footwear, Grayson added. He pointed to private equity firm Quad-C Management s October acquisition of AIT Worldwide Logistics, which provides air and marine freight services. Freight rates are strong in that sector as well as in asset-based trucking, Grayson noted. Meanwhile, private equity will continue to invest in third-party logistics groups, Grayson said, citing TPG Capital s October acquisition of Transplace, a transportation management firm. Valuations are high in the non-assetbased transport services sector, well into double-digit multiples. EBITDA multiples throughout industrials are strong, with most middle-market industrials companies valued at around 9x EBITDA, according to BDO s Shea. Grayson with Raymond James said that the mandatory electronic logging devices now placed on trucks could hurt smaller transport groups unable to comply with new regulations, leading to consolidation by large players such as Knight-Swift Transportation Holdings [NYSE:SWFT], CRST International and J.B. Hunt Transport Services [NASDAQ:JBHT]. He noted that in July, Hunt announced its first acquisition in several years, of Special Logistics Dedicated for 136m. Taking smaller drivers out of the industry will reduce capacity and increase rates, which will benefit everyone, Grayson said. Finally, succession planning or the lack of it will figure into consolidation for smaller companies next year, said Shea. The youngest baby boomers are 53 and will need to sell their businesses in order to retire, as well as to avoid making the necessary investments in technology. This trend could lead to a 1% pick up in volume from 217, he added. Further information Get in touch Marlene Givant Star Sam Weisberg Richard Tekneci

26 Mergermarket Deal Drivers Americas Industrials, Manufacturing & Engineering 26 Top deals Top 15 Announced Deals for the Year Ending 31 December 217 North American Targets Industrials, Manufacturing & Engineering Sector Announced Date Status Bidder Company Target Company Vendor Company Deal (m) 4-Sep-17 P United Technologies Corporation Rockwell Collins Inc 29, May-17 L Clariant AG Huntsman Corporation 1, Dec-17 P Crown Holdings Inc Signode Industrial Group The Carlyle Group 3,91 18-Dec-17 P Platinum Equity LLC Husky Injection Molding Systems Ltd Berkshire Partners LLC; and OMERS Private Equity Inc 3,85 8-Mar-17 C Caisse de Depot et Placement du Quebec; and Suez Suez Water Technologies & Solutions General Electric Company 3,379 4-Dec-17 P Prysmian SpA General Cable Corporation 2, Jan-17 C WestRock Company Multi Packaging Solutions Inc 2, Apr-17 C NOVA Chemicals Corporation Williams Olefins LLC Williams Partners LP 2,1 16-Mar-17 C 3M Company Scott Safety Johnson Controls Inc 2, 19-Jun-17 C CCMP Capital Advisors LLC; Alberta Investment Management Corporation; and MSD Partners LP Hayward Industries Inc Davis Family 1,92 18-Aug-17 C Equity Group Investments LLC; HPS Investment Partners LLC; PointNorth Capital Inc; and Poole family Waste Industries USA Inc Macquarie Infrastructure Partners Inc 1,9 24-Oct-17 C Graphic Packaging Holding Company International Paper Company (North America consumer packaging business) International Paper Company 1,8 12-Dec-17 P Unimin Corporation Fairmount Santrol 1,736 4-Sep-17 C H.B. Fuller Company Royal Adhesives & Sealants LLC American Securities LLC 1,575 2-May-17 C Leonard Green & Partners LP; and Oak Hill Advisors LP Charter NEX Films Inc Pamplona Capital Management LLP 1,5 C= Completed; P= Pending; L= Lapsed

27 Mergermarket Deal Drivers Americas Industrials, Manufacturing 27 & Engineering M&A split by deal size M&A split by deal size 25 1,1 (bn) of deals 1, Please use corresponding AIT file $5m - $25m $2,1m - $5,m $251m - $5m > $5,1m $51m - $2,m not disclosed $5m - $25m $251m - $5m $51m - $2,m $2,1m - $5,m > $5,1m

28 Mergermarket Deal Drivers Americas Industrials, Manufacturing 28 & Engineering Quarterly M&A activity Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in the US & Canada. Quarterly M&A activity Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in the US & Canada. 11, 275 1, 25 9, 225 8, 2 7, 175 (m) 6, 5, of deals , 1 3, 75 2, 5 1, 25 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q Q4 Deal Moving average trend line Moving average trend line

29 Mergermarket Deal Drivers Americas Industrials, Manufacturing & Engineering 29 League tables Financial advisors by value Financial advisors by deal count Company name Company name 1 3 Goldman Sachs & Co 12, Morgan Stanley 92, Citi 72, Bank of America Merrill Lynch 62, Credit Suisse 56, Macquarie Group 48, Perella Weinberg Partners 45, JPMorgan 45, Rothschild 25, UBS Investment Bank 15, Lincoln International 1, Goldman Sachs & Co 12, Houlihan Lokey 4, PwC 3, Rothschild 25, Lazard 12, Deloitte 3, JPMorgan 45, Robert W. Baird & Co 8, KPMG 2, The financial advisor league tables by value and volume have been run from 1/1/217 to the 12/31/217 and exclude lapsed and withdrawn deals. The tables are based on advice to a North American (US & Canada) bidder, target or vendor and cover the following sectors: Automotive; Chemicals & Materials; Industrials electronics; automation and products and services; and Manufacturing other. Legal advisors by value Legal advisors by deal count Company name Company name 1 1 Sullivan & Cromwell 16, Davis Polk & Wardwell 85, Latham & Watkins 59, Cravath, Swaine & Moore 57, Hengeler Mueller 57, Skadden Arps Slate Meagher & Flom 55, Linklaters 54, Freshfields Bruckhaus Deringer 54, Willkie Farr & Gallagher 53, Cleary Gottlieb Steen & Hamilton 49, Jones Day 2, Kirkland & Ellis 27, Latham & Watkins 59, Baker McKenzie 17, DLA Piper 2, Skadden Arps Slate Meagher & Flom 55, Weil Gotshal & Manges 17, Gibson Dunn & Crutcher 6, Morgan Lewis & Bockius 3, Winston & Strawn 2,85 23 The legal advisor league tables by value and volume have been run from 1/1/217 to the 12/31/217 and include lapsed and withdrawn deals. The tables are based on advice to a North American (US & Canada) bidder, target or vendor and cover the following sectors: Automotive; Chemicals & Materials; Industrials electronics; automation and products and services; and Manufacturing other.

30 Mergermarket Deal Drivers Americas Energy, Mining, Oil & Gas 3 Part of the Acuris report on global M&A activity Energy, Mining, Oil & Gas

31 Mergermarket Deal Drivers Americas Energy, Mining, Oil & Gas 31 Energy, Mining, Oil & Gas Overview Energy companies have plenty of fuel for a healthy M&A environment in 218. But coming off a lackluster close to 217, the sector needs a spark to ignite dealmaking, industry sources say. Fear of making a bad deal is holding transactions back, said David Kirkland, corporate practice chair for Baker Botts. Private equitybacked teams don t want to overpay, though they could face losing their committed capital. And equity holders in restructured companies don t want to make a deal just to end up with equity from a similarly sized company afterward. Mike O Leary, partner at Andrews Kurth Kenyon, said companies that took assets to market late in the year saw prices coming in significantly below what they expected. And further, he said bidders who have expressed interest in buying have actually revised their offers downward after making it through a first-round bidding. Commodity prices are expected to remain range-bound and fresh capital is in short supply. Energy companies face the new reality of having to live within cash flow, O Leary said. And in 218, many companies without access to capital may have to look to sell or joint venture with a financially stronger strategic partner. Another impetus for deals could be fatigue: Some of it may come from people who may not know what is going to happen, but they are sick and tired of waiting to make deals, Kirkland said. As banks and institutional investors shun energy companies, activist investors are seizing an opportunity, O Leary said. Low trading prices mean they can acquire meaningful stakes in companies and be an instrument for shortterm change. O Leary said the best defense is, of course, to get your stock price up and operate within your means. A strategic business combination can improve a company s stock price if the investment community and analysts believe the combination is favorable. SandRidge Energy [NYSE:SD] attempted that in signing a deal to acquire Bonanza Creek Energy [NYSE:BCEI] in November only to have shareholder groups take a stand against it. The merger was called off on 28 December. Energy-focused private equity firms also have great opportunities now, O Leary said. There are few other sources of capital available, similar to the market after the 214 oil price crash. According to Mergermarket data, deal activity in 217 has been slower than 216. The 616 deals valued at 349.1bn in 216 approached the levels of 214 when oil spent part of the year near 1 a barrel. O Leary said the midstream business is in a better position today than it was 8 to 12 months ago. Prices have firmed up somewhat, and in certain plays, producers are increasing the wells being drilled, which benefits midstream service providers. The challenge for midstream is that outside the Permian and the Eagle Ford, there hasn t been much drilling going on, and they have not yet seen much growth in their volumes gathered or processed. On the power side, utilities will see continuing consolidation and some divestitures in the year ahead, said Brian Boufarah, a partner in Deloitte Advisory s transactions business. Companies are increasingly likely to sell off utility assets if they re not their core focus. That s in part because there s a ready universe of buyers now. Canadian buyers will continue to be active because they have a lower cost of capital than US counterparts and are looking for opportunities, Boufarah said. Marlene Motyka, US and Global Renewable Energy Leader at Deloitte, predicted that M&A activity for renewables will continue around generation portfolios. Tax law changes could mean less available tax equity, which could put pressure on smaller renewable developers to sign joint ventures or execute partnerships to get their pipelines flowing, Motyka said. Likely buyers include infrastructure buyers and utilities. Further information Get in touch Chad Watt Nate Trela

32 Mergermarket Deal Drivers Americas Energy, Mining, Oil & Gas 32 Top deals Top 15 Announced Deals for the Year Ending 31 December 217 North American Targets Energy, Mining, Oil & Gas Sector Announced Date Status Bidder Company Target Company Vendor Company Deal (m) 21-Aug-17 P Sempra Energy Energy Future Holdings Corporation 18,8 15-Dec-17 C Marathon Petroleum Corporation MPLX LP (4.32% stake) 17,279 1-Feb-17 C ONEOK Inc ONEOK Partners LP (6% stake) 17, Aug-17 P Calpine Consortium Calpine Corporation 17,23 7-Jul-17 L Berkshire Hathaway Energy Oncor Electric Delivery Company LLC (8.3% stake) Energy Future Holdings Corporation 16,72 29-Mar-17 C Cenovus Energy Inc ConocoPhillips (Canadian conventional natural gas assets); and Foster Creek Christina Lake Oil Sands Partnership (5% stake) ConocoPhillips Company 13,24 9-Jan-17 C Williams Companies Inc Williams Partners LP (32.24% stake) 11,358 3-Oct-17 P Vistra Energy Corp Dynegy Inc Energy Capital Partners LLC 1,69 9-Mar-17 C Canadian Natural Resources Limited The Athabasca Oil Sands Project (6% stake); and Royal Dutch Shell plc (Peace River Complex in-situ assets, including Carmon Creek, and a number of undeveloped oil sands leases in Alberta) Royal Dutch Shell Plc 8,5 1-Jul-17 P Westar Energy Inc Great Plains Energy Inc 8,24 13-Nov-17 C MPLX LP MPLX Refining Logistics LLC; and MPLX Fuels Distribution LLC Marathon Petroleum Corporation 8,1 19-Jun-17 C EQT Corporation Rice Energy Inc 7, Jan-17 P AltaGas Ltd WGL Holdings Inc 6, Jan-17 C Exxon Mobil Corporation BOPCO LP; and the Bass Family (Permian Basin oil companies) The Bass Family 6,62 19-Jul-17 P Hydro One Limited Avista Corporation 5,226 C= Completed; P= Pending; L= Lapsed

33 Mergermarket Deal Drivers Americas Energy, Mining, Oil & Gas 33 M&A split by deal size M&A split by deal size (bn) of deals Please use corresponding AIT file $5m - $25m $2,1m - $5,m $251m - $5m > $5,1m $51m - $2,m not disclosed $5m - $25m $251m - $5m $51m - $2,m $2,1m - $5,m > $5,1m

34 Mergermarket Deal Drivers Americas Energy, Mining, Oil & Gas 34 Quarterly M&A activity Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in the US & Canada. Quarterly M&A activity Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in the US & Canada. 14, , 18 1, (m) 8, 6, of deals , 6 4 2, 2 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q Q4 Deal Moving average trend line Moving average trend line

35 Mergermarket Deal Drivers Americas Energy, Mining, Oil & Gas 35 League tables Financial advisors by value Financial advisors by deal count Company name Company name 1 4 Morgan Stanley 81, Barclays 74, JPMorgan 69, Lazard 66, Citi 62, Goldman Sachs & Co 55, Jefferies 46, Evercore 37, TD Securities 34, Bank of America Merrill Lynch 3, Evercore 37, Jefferies 46, RBC Capital Markets 25, Citi 62, JPMorgan 69, Tudor, Pickering, Holt & Co 21, Barclays 74, Goldman Sachs & Co 55, Scotiabank 24, Bank of America Merrill Lynch 3,56 23 The financial advisor league tables by value and volume have been run from 1/1/217 to the 12/31/217 and exclude lapsed and withdrawn deals. The tables are based on advice to a North American (US & Canada) bidder, target or vendor and are based on the following sector: Energy, Mining, and Utilities other. Legal advisors by value Legal advisors by deal count Company name Company name 1 1 White & Case 82, Vinson & Elkins 77, Skadden Arps Slate Meagher & Flom 72, Kirkland & Ellis 63, Andrews Kurth Kenyon 61, Latham & Watkins 52, Cravath, Swaine & Moore 48, Sullivan & Cromwell 46, Shearman & Sterling 43, Gibson Dunn & Crutcher 42, Vinson & Elkins 77, Latham & Watkins 52, Kirkland & Ellis 63, Blake, Cassels & Graydon 29, Norton Rose Fulbright 1, Baker Botts 4, White & Case 82, Locke Lord 8, Skadden Arps Slate Meagher & Flom 72, Bracewell 4,42 28 The legal advisor league tables by value and volume have been run from 1/1/217 to the 12/31/217 and include lapsed and withdrawn deals. The tables are based on advice to a North American (US & Canada) bidder, target or vendor and are based on the following sector: Energy, Mining, and Utilities other.

36 Mergermarket Deal Drivers Americas Consumer 36 Part of the Acuris report on global M&A activity Consumer

37 Mergermarket Deal Drivers Americas Consumer 37 Consumer Overview While 217 will be remembered as the year Amazon [NASDAQ:AMZN] bought Whole Foods, 218 will continue to see food-related deals dominate headlines, dealmakers said. The upcoming federal reductions in corporate taxes will yield greater cash flow, and there will be stiff competition among consumer packaged goods (CPG) giants in finding quality, innovative private companies to buy. But will more free cash for private business owners increase or decrease their interest in selling? If there will be more money available and less willingness to sell, then prices will go up yet again I didn t think I d ever say that, said Gian Ricco with Stout Advisory, noting already astonishing multiples seen for on-trend F&B companies throughout 217. But offers this year may be too good to refuse, said Mel Deane, partner at Insignia Capital, who is seeing F&B companies sold for 1x-11x EBITDA, and better-for-you foodstuffs reaching 15x-2x EBITDA. According to Mergermarket data, the US saw 174 food and beverage deals worth a total of 5.9bn in 217, up significantly in value from 216, which saw 111 deals worth 25.6bn. The food industry is undergoing a fundamental shift as young consumers shun the threemeals-a-day concept and move instead toward healthy snacking options. Millennials are also buying fresh foods over processed, causing the center aisles to shrink, said Jeff Robards with Alantra, a global middle market investment banking firm. This leaves juggernauts ConAgra [NYSE:CAG], Campbell s [NYSE:CPB] and General Mills [NYSE:GIS] to scramble for growth. Huge food companies will continue the race to diversify portfolios and divest off-trend products by focusing on mid-size and even lower middle market targets, as low as 2m in revenue, said Deane with Insignia. The truly innovative ones will continue to fetch inflated prices as CPG s invest in M&A in lieu of R&D, said Ricco with Stout. Hot areas for M&A will be in-store bakery, refrigerated meals, private label innovation, and of course healthy snacking, said Robards. Nestle [VTX:NESN] has been active in divesting parts of its confectionary portfolio and acquiring healthier brands, such as Chameleon Cold Brew Coffee and Atrium Innovations supplements and vitamins, said a sector advisor. Ricco also noted Kellogg s [NYSE:K] acquisition of two-year-old Chicago, Illinois-based RXbar in October for 6m a valuation of 12x-14x times EBITDA. In 218, Deane anticipates continued crossborder interest in the snacking space, too, particularly from buyers in Mexico and Asia. Deane pointed to the Mexico-based Coca Cola bottler and Wise Snacks parent company Arca Continental which acquired Connecticutbased Deep River Snacks in November, as an example of Mexican interest in US snacking companies. He added that his firm is aware of at least two Asian investors that are actively pursuing US snack acquisitions. Meanwhile, activity in the restaurant space has been partially driven by the trend of financial sponsors acquiring fallen angels, according to a consumer-focused sector advisor, who explained that dramatically lower valuations have made these viable takeover targets, a trend that he sees continuing in 218. The advisor pointed to Darden Restaurant s 78m acquisition of Cheddar s Scratch Kitchen, and JAB Holding s 7.4bn acquisition of Panera Bread last spring as examples. Fast-casual franchised concepts are fetching multiples of 13x-15x EBITDA, while quick service restaurants (QSR) concepts are garnering closer to 8-9x EBITDA, the advisor said. The better-for-you trend spills into beauty, laundry and even car cleaners, said Deane. The multiples in natural hard goods are lower, but we think that will change in the first half of [218], and we re already seeing that, he said. Beauty products generate high margins, which yield high multiples, added Deane. Traditional retailers many of which are struggling are equally invested in these on-trend natural beauty brands because they lure inside much-needed foot traffic from a coveted consumer demographic. Further information Get in touch Dayna Fields Emily Fasold

38 Mergermarket Deal Drivers Americas Consumer 38 Top deals Top 15 Announced Deals for the Year Ending 31 December 217 North American Targets Consumer Sector Announced Date Status Bidder Company Target Company Vendor Company Deal (m) 17-Jan-17 C British American Tobacco Plc Reynolds American Inc (57.83% stake) 6,567 1-Feb-17 C Reckitt Benckiser Group Plc Mead Johnson & Company 17, Jun-17 C Amazon.com Inc Whole Foods Market Inc 13,464 5-Apr-17 C JAB Holdings BV Panera Bread Company 7,44 28-Jun-17 C Sycamore Partners Staples Incorporated 6, Dec-17 P Campbell Soup Company Snyder's-Lance Inc 5, Jun-17 P Walgreens Boots Alliance Inc Rite Aid Corporation (1,932 stores) Rite Aid Corporation 4, Apr-17 C Tyson Foods Inc AdvancePierre Foods Holdings Inc Oaktree Capital Management LP 4, Mar-17 C CK Asset Holdings Limited Reliance Home Comfort Limited Partnership Alinda Capital Partners LLC 3,561 2-Oct-17 P Metro Inc Jean Coutu Group Inc The Coutu family 3, Apr-17 C PetSmart Inc Chewy Inc Volition Capital; Verlinvest SA; and Greenspring Associates Inc 3,35 6-Apr-17 C 7-Eleven Inc Sunoco LP (1,112 gas stand/convenience stores in Texas and eastern US) Sunoco LP 3,36 27-Mar-17 C Bain Capital LLC Diversey Inc Sealed Air Corporation 3,2 8-May-17 C Coach Inc Kate Spade & Company 2, Jan-17 C L Catterton; and GIC Private Limited Leslie's Holdings Inc CVC Capital Partners Limited 1,8 C= Completed; P= Pending; L= Lapsed

39 Mergermarket Deal Drivers Americas Consumer 39 M&A split by deal size M&A split by deal size (bn) of deals Please use corresponding AIT file $5m - $25m $2,1m - $5,m $251m - $5m > $5,1m $51m - $2,m not disclosed $5m - $25m $251m - $5m $51m - $2,m $2,1m - $5,m > $5,1m

40 Mergermarket Deal Drivers Americas Consumer 4 Quarterly M&A activity Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in the US & Canada. Quarterly M&A activity Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in the US & Canada. 1, 18 9, 16 8, 14 7, 12 (m) 6, 5, 4, of deals 1 8 3, 6 2, 4 1, 2 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q Q4 Deal Moving average trend line Moving average trend line

41 Mergermarket Deal Drivers Americas Consumer 41 League tables Financial advisors by value Financial advisors by deal count Company name Company name 1 1 Goldman Sachs & Co 132, Deutsche Bank 95, JPMorgan 79, UBS Investment Bank 69, Lazard 64, Centerview Partners 64, Morgan Stanley 52, Bank of America Merrill Lynch 42, Credit Suisse 26, Barclays 26, Houlihan Lokey 3, Goldman Sachs & Co 132, Lazard 64, Barclays 26, JPMorgan 79, Morgan Stanley 52, Rothschild 8, Robert W. Baird & Co 1, Piper Jaffray & Co 3, Credit Suisse 26, The financial advisor league tables by value and volume have been run from 1/1/217 to the 12/31/217 and exclude lapsed and withdrawn deals. The tables are based on advice to a North American (US & Canada) bidder, target or vendor and are based on the following sector: Consumer retail, food and other. Legal advisors by value Legal advisors by deal count Company name Company name 1 21 Kirkland & Ellis 96, Davis Polk & Wardwell 95, Skadden Arps Slate Meagher & Flom 93, Weil Gotshal & Manges 83, Simpson Thacher & Bartlett 81, Cravath, Swaine & Moore 69, Jones Day 69, Herbert Smith Freehills 61, Moore & Van Allen 6, Cleary Gottlieb Steen & Hamilton 34, Kirkland & Ellis 96, Jones Day 69, DLA Piper 4, Latham & Watkins 21, Weil Gotshal & Manges 83, Davis Polk & Wardwell 95, Ropes & Gray 4, Goodwin Procter 2, Skadden Arps Slate Meagher & Flom 93, King & Spalding 4,4 17 The legal advisor league tables by value and volume have been run from 1/1/217 to the 12/31/217 and include lapsed and withdrawn deals. The tables are based on advice to a North American (US & Canada) bidder, target or vendor and are based on the following sector: Consumer retail, food and other.

42 Mergermarket Deal Drivers Americas Technology, Media 42 & Telecom Part of the Acuris report on global M&A activity Technology, Media & Telecom

43 Mergermarket Deal Drivers Americas Technology, Media 43 & Telecom Technology, Media & Telecom Overview The universe of technology buyers will keep expanding in 218, with old-line industrial companies looking to add advanced capabilities through M&A, said sources. Private equity firms flush with record levels of cash will also be better able to compete with strategics for software assets, and are finding subscriptionbased models particularly attractive, they said. There is this emergence of the non-traditional technology buyers buying into the technology ecosystem, said Jace Kowalzyk, partner at Union Square Advisors. It s a reasonable balance between three different constituencies in terms of strategics, financial-led sponsors doing deals and then some of the nontraditional buyers coming in, he added. More deals such as Emerson Electric s [NYSE: EMR] October purchase of Paradigm for 51m are expected, said Kowalzyk. Emerson, a diversified manufacturing conglomerate, will add Paradigm, a seismic data processing and analytics software company, to its Roxar business, whose software helps oil and gas companies manage their reservoirs. General Electric [NYSE: GE] and other industrial giants have also created such technology-focused business units, Kowalzyk and others noted. Software for automotive applications, as well as security and cyber defense, will be a particular target, added Rob Townsend, partner at Morrison & Foerster. The spotlight will also fall on private equity firms, whose dry powder is at all-time highs, noted Jason Flegel, a partner at Deloitte. PE firms held a record 954bn in cash at the end of September, according to research firm Preqin. Cybersecurity plays are of particular interest, especially with the proliferation of Internet of Things (IoT) devices, Flegel said. If you take every widget on the planet and connect them to the Internet, it leaves [them open] to be hacked, he said. But financial sponsors face competition for IoT assets from strategic-backed venture funds, such as Intel Capital, who can provide strategic expertise, noted Helen Croke, PE partner at Ropes & Gray. In addition to private equity s continued focus on cybersecurity, sponsors will also focus on sectors such as voice recognition technology and artificial intelligence, Croke said. PE will be particularly interested in acquiring software companies they can expand through bolt-on acquisitions, added Thomas Vaughn, a corporate finance attorney at Dykema Gossett PLLC. In the tech industry, PE firms are becoming increasingly competitive with the strategics, Vaughn said. They are upping their prices to take these opportunities. Enterprise software-as-a-service (SaaS) companies should continue as areas for private equity to place bets in 218, said Joe Morgan, managing director at D.A. Davidson &Co. SaaS continues to be a disruptive model. Private equity has gotten comfortable [because] there is 13 years of SaaS publicly traded valuation data available, he said. Software bets should give PE inroads in all types of sectors, including media, retail, fintech and industrial services, adds Brad Gevurtz, managing director at D.A. Davidson. Software is eating the world, he said. In one such example, Synchronoss Technologies [NASDAQ:SNCR] agreed to sell cloud software company Intralinks Holdings, to Siris Capital Group for 1bn on 17 October. Intralinks serves banks and other regulated industries. Debt remains inexpensive and increased strategic activity in TMT may hinge on whether the recently passed tax reform will incentivize the repatriation of international profits, said Kowalzyk. More of the large strategics cash balances are off-shore versus on-shore, he noted. Corporates likely won t return this to shareholders, said Deloitte s Flegel. But one concern for TMT dealflow in 218 is on the regulatory front, specifically on international deals in sensitive industries such as defense technology. Further information Get in touch Thomas Zadvydas

44 Mergermarket Deal Drivers Americas Technology, Media & Telecom 44 Top deals Top 15 Announced Deals for the Year Ending 31 December 217 North American Targets Technology, Media & Telecom Sector Announced Date Status Bidder Company Target Company Vendor Company Deal (m) 14-Dec-17 P The Walt Disney Company Twenty-First Century Fox Inc 68, Jul-17 P Discovery Communications Inc Scripps Networks Interactive Inc 14, Dec-17 C TPG Capital LP; SoftBank Group Corp; General Atlantic LLC; Sequoia Capital; Tencent Holdings Ltd; Dragoneer Investment Group LLC; and Didi Chuxing Technology Co Ltd Uber Technologies Inc (17.5% stake) Benchmark Capital; and Menlo Ventures 8, Jul-17 C Crown Castle International Corporation Lightower Fiber Networks Berkshire Partners LLC; and Pamlico Capital 7,1 8-May-17 P Sinclair Broadcast Group Inc Tribune Media Company Oaktree Capital Management LP; and Angelo, Gordon & Co 6,597 2-Nov-17 P Marvell Technology Group Ltd Cavium Inc 6,36 9-May-17 C Apollo Global Management LLC West Corporation Quadrangle Group LLC; and Thomas H. Lee Partners LP 4, Jan-17 C Cisco Systems Inc AppDynamics Inc General Atlantic LLC; Greylock Partners; Battery Ventures; Kleiner Perkins Caufield & Byers; Lightspeed Venture Partners; Institutional Venture Partners; and Cross Creek Capital LP 3,7 24-Jul-17 C Internet Brands Inc WebMD LLC 3, Mar-17 C Vista Equity Partners DH Corporation 3, May-17 P Verizon Communications Inc Straight Path Communications Inc 3,1 26-Nov-17 P Meredith Corporation Time Inc 2, Sep-17 P ABB Ltd General Electric Industrial Solutions Inc General Electric Company 2,6 4-Apr-17 P Liberty Interactive Corporation General Communication Inc Searchlight Capital Partners LP 2,543 5-Sep-17 P Aveva Group Plc Schneider Electric Software LLC Schneider Electric SA 2,426 C= Completed; P= Pending; L= Lapsed

45 Mergermarket Deal Drivers Americas Technology, Media 45 & Telecom M&A split by deal size M&A split by deal size ,4 1, (bn) of deals 1, Please use 413 corresponding AIT file $5m - $25m $2,1m - $5,m $251m - $5m > $5,1m $51m - $2,m not disclosed $5m - $25m $251m - $5m $51m - $2,m $2,1m - $5,m > $5,1m

46 Mergermarket Deal Drivers Americas Technology, Media 46 & Telecom Quarterly M&A activity Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in the US & Canada. Quarterly M&A activity Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in the US & Canada. 2, 4 18, 35 16, 3 14, (m) 12, 1, 8, of deals , 4, 1 2, 5 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q Q4 Deal Moving average trend line Moving average trend line

47 Mergermarket Deal Drivers Americas Technology, Media & Telecom 47 League tables Financial advisors by value Financial advisors by deal count Company name Company name 1 3 JPMorgan 138, Goldman Sachs & Co 131, Guggenheim Partners 91, Centerview Partners 8, Deutsche Bank 8, Morgan Stanley 49, Evercore 35, Credit Suisse 35, UBS Investment Bank 28, Citi 25, JPMorgan 138, Goldman Sachs & Co 131, Morgan Stanley 49, Credit Suisse 35, Jefferies 12, William Blair & Company 8, Citi 25, Evercore 35, Houlihan Lokey 1, EY 6, The financial advisor league tables by value and volume have been run from 1/1/217 to the 12/31/217 and exclude lapsed and withdrawn deals. The tables are based on advice to a North American (US & Canada) bidder, target or vendor and are based on the following sectors: Computer software, hardware and semiconductors; Telecommunications hardware; Internet/e-Commerce; Media; and Telecommunications carriers. Legal advisors by value Legal advisors by deal count Company name Company name 1 16 Cleary Gottlieb Steen & Hamilton 143, Skadden Arps Slate Meagher & Flom 99, Debevoise & Plimpton 95, White & Case 94, Simpson Thacher & Bartlett 9, Cravath, Swaine & Moore 9, Covington & Burling 8, Allen & Overy 78, Hogan Lovells International 78, Fried Frank Harris Shriver & Jacobson 76, Goodwin Procter 1, Kirkland & Ellis 4, DLA Piper 1, Cooley 19, Latham & Watkins 32, Morgan Lewis & Bockius 19, Jones Day 13, Orrick Herrington & Sutcliffe 6, Wilson Sonsini Goodrich & Rosati 12, O'Melveny & Myers 9, The legal advisor league tables by value and volume have been run from 1/1/217 to the 12/31/217 and include lapsed and withdrawn deals. The tables are based on advice to a North American (US & Canada) bidder, target or vendor and are based on the following sectors: Computer software, hardware and semiconductors; Telecommunications hardware; Internet/e-Commerce; Media; and Telecommunications carriers.

48 Mergermarket Deal Drivers Americas Life Sciences & Healthcare 48 Part of the Acuris report on global M&A activity Life Sciences & Healthcare

49 Mergermarket Deal Drivers Americas Life Sciences & Healthcare 49 Life Sciences & Healthcare Overview Favorable equity markets and low interest rates will drive continued robust healthcare M&A activity in the first half of 218, dealmakers agreed. The marketplace can expect more megadeals among insurers, hospitals and physician groups, particularly as pressure to scale and vertically integrate continues, they noted. Two landmark deals of 2H17, CVS Health s [NYSE:CVS] proposed 67.8bn acquisition of Aetna [NYSE:AET] and UnitedHealth-owned [NYSE:UNH] Optum s 4.9bn acquisition of DaVita Medical Group, can be seen as an indication of the shape of things to come in the new year, according to Mark Tomaino, operating partner at Welsh, Carson, Anderson & Stowe. Tomaino said CVS-Aetna exemplifies the increasing consumerism of healthcare and a growing focus on vertical integration, while Optum-DaVita is evidence that consolidation is here to stay and will continue to manifest itself in additional payors acquiring providers. With just over two weeks left in the year, Tomaino s firm, along with Humana [NYSE:HUM] and TPG Capital, entered into an agreement to acquire Kindred Healthcare [NYSE:KND] for about 4.1bn. William Eck, partner at law firm Seyfarth Shaw, said the move represents the further integration of insurers and healthcare providers. Organizations aren t just one thing, said Roger Strode, partner and healthcare business lawyer with Foley & Lardner. Hospitals aren t just hospitals, they re integrated delivery networks and sometimes they re insurance companies. CVS is not just a drug store chain and an infusion business, it s going to be basically a health management company. Seyfarth Shaw s Eck, who represents clients in healthcare transactions, said he expects more deals wherein pharmacy players like CVS look to broaden their services over the next six months. Tomaino said he could see Walmart [NYSE:WMT] re-evaluating its position in the Pharma sector and partnering with a payor like Humana or Cigna [NYSE: CI]. Hospitals also saw significant consolidation in 2H17, with Ascension and Providence St. Joseph Health reportedly in merger talks, and planned mergers between Catholic Health Initiatives and Dignity, and Advocate Health Care and Aurora Health Care. Activity within the sector is unlikely to slow in 218, the experts said. It s almost like somebody opened up a spigot, said Strode of Foley & Lardner. Providers are realizing you ve got to have scale. I don t see hospital M&A slowing down any time soon, he added. Eb LeMaster, managing director at Ponder & Co., said the shift to outpatient care, lack of volume growth and persistent payor consolidation will propel continued hospital M&A. The life sciences space saw significant deals like Gilead Sciences [NASDAQ:GILD] 1.2bn acquisition of Kite Pharma in 2H17, and Ropes & Gray s Christopher Comeau said oncology will continue to be an area of interest in 218. Large pharma companies seeking to expand their pipelines will drive dealmaking, with the pending Republican tax bill expected to loosen the reins when it comes to pharma M&A, Comeau noted. The experts agreed life sciences will see cross-border activity in 218. Comeau named China as an attractive region, while Eck noted he expects increased inbound interest from Western Europe in the US and Asia-Pacific. Though both strategic and private equity buyers are putting capital to work, the experts agreed that strategics are more likely to drive healthcare M&A over the next six months, due to synergies and cost-containment pressures. Calling the CVS deal seismic, Eck said the transaction will drive a lot of strategic activity in the marketplace. Tomaino noted, however, that private equity investors are taking advantage of secular tailwinds, including a growing aging population and the evolution of health benefits provisions. In Pharma, Comeau said he expects an uptick of private equity activity in the middle market over the next six months. Further information Get in touch Claire Rychlewski Kevin McCaffrey

50 Mergermarket Deal Drivers Americas Life Sciences & Healthcare 5 Top deals Top 15 Announced Deals for the Year Ending 31 December 217 North American Targets Life Sciences & Healthcare Sector Announced Date Status Bidder Company Target Company Vendor Company Deal (m) 23-Apr-17 C Becton, Dickinson and Company C.R. Bard Inc 23,69 28-Aug-17 C Gilead Sciences Inc Kite Pharma Inc 1, Apr-17 C Abu Dhabi Investment Authority; and GIC Private Limited Pharmaceutical Product Development LLC The Carlyle Group; and Hellman & Friedman LLC 9,5 9-Jan-17 C Mars Incorporated VCA Inc 8, Apr-17 C Cardinal Health Inc Medtronic Inc (Patient care, deep vein thrombosis and nutritional insufficiency businesses) Medtronic Inc 6,1 2-Jun-17 C Pamplona Capital Management LLP PAREXEL International Corporation 4,913 6-Dec-17 P Optum Inc DaVita Medical Group DaVita Inc 4,9 9-Jan-17 C Takeda Pharmaceutical Company Limited Ariad Pharmaceuticals 4, Apr-17 P Fresenius Kabi AG Akorn Inc 4,843 1-May-17 C INC Research LLC Syneos Health Advent International Corporation; and Thomas H. Lee Partners LP 4, Dec-17 P Kindred Consortium Kindred Healthcare Inc 3,973 1-Oct-17 C Express Scripts Holding Company evicore healthcare General Atlantic LLC; TA Associates Management LP; and Ridgemont Equity Partners 3,6 9-Jan-17 C UnitedHealth Group Inc Surgical Care Affiliates Inc TPG Capital LP 3,26 14-Mar-17 C American Securities LLC Air Methods Corporation 2,452 8-Aug-17 P Air Medical Group Holdings Inc American Medical Response Inc Envision Healthcare Corporation 2,4 C= Completed; P= Pending; L= Lapsed

51 Mergermarket Deal Drivers Americas Life Sciences & Healthcare 51 M&A split by deal size M&A split by deal size (bn) of deals Please use corresponding AIT file $5m - $25m $2,1m - $5,m $251m - $5m > $5,1m $51m - $2,m not disclosed $5m - $25m $251m - $5m $51m - $2,m $2,1m - $5,m > $5,1m Mergermarket.com

52 Mergermarket Deal Drivers Americas Life Sciences & Healthcare 52 Quarterly M&A activity Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in the US & Canada. Quarterly M&A activity Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in the US & Canada. 11, 2 1, 18 9, 16 8, 14 (m) 7, 6, 5, 4, of deals , 6 2, 4 1, 2 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q Q4 Deal Moving average trend line Moving average trend line

53 Mergermarket Deal Drivers Americas Life Sciences & Healthcare 53 League tables Financial advisors by value Financial advisors by deal count Company name Company name 1 2 Goldman Sachs & Co 76, Bank of America Merrill Lynch 66, JPMorgan 63, Citi 62, Lazard 52, Credit Suisse 45, Perella Weinberg Partners 42, Morgan Stanley 41, Barclays 36, ALANTRA 29, JPMorgan 63, Goldman Sachs & Co 76, Jefferies 23, Piper Jaffray & Co 1, Bank of America Merrill Lynch 66, Morgan Stanley 41, Credit Suisse 45, Moelis & Company 6, Lazard 52, Barclays 36, The financial advisor league tables by value and volume have been run from 1/1/217 to the 12/31/217 and exclude lapsed and withdrawn deals. The tables are based on advice to a North American (US & Canada) bidder, target or vendor and are based on the following sectors: Biotechnology; Medical; and Pharmaceuticals. Legal advisors by value Legal advisors by deal count Company name Company name 1 3 Skadden Arps Slate Meagher & Flom 77, Wachtell, Lipton, Rosen & Katz 69, Fried Frank Harris Shriver & Jacobson 61, Cravath, Swaine & Moore 55, Freshfields Bruckhaus Deringer 47, Sullivan & Cromwell 47, Gibson Dunn & Crutcher 39, Simpson Thacher & Bartlett 32, Goodwin Procter 31, Ropes & Gray 31, Goodwin Procter 31, Kirkland & Ellis 22, Latham & Watkins 26, Jones Day 16, McDermott Will & Emery 1, Ropes & Gray 31, DLA Piper 3, Cooley 13, Morgan Lewis & Bockius 8, Skadden Arps Slate Meagher & Flom 77,51 22 The legal advisor league tables by value and volume have been run from 1/1/217 to the 12/31/217 and include lapsed and withdrawn deals. The tables are based on advice to a North American (US & Canada) bidder, target or vendor and are based on the following sectors: Biotechnology; Medical; and Pharmaceuticals.

54 Mergermarket Deal Drivers Americas Canada 54 Part of the Acuris report on global M&A activity Canada CA

55 Mergermarket Deal Drivers Americas Canada 55 Canada Overview After an uptick in deal value last year, Canadian M&A activity is expected to remain robust in 218, on the back of strong underlying conditions, dealmakers said. Energy, Financial Services and Consumer are among the sectors to watch. While the total volume of deals fell from 665 in 216 to 563 in 217, Canadian M&A recorded a 22% yearon-year surge in deal value from 77.5bn to 97.2bn, according to Mergermarket data. Looking ahead, growing confidence in the Canadian economy, readily available debt financing and a hunger for deals from both global and domestic private equity and pension funds augurs well for continued activity, the dealmakers said. Moreover, a strong Canadian dollar could favor more outbound M&A. Top M&A destinations for Canadian companies in 218 could include the US, Switzerland, Germany and the UK, according to Doug Jenkinson, a partner at EY Canada. He noted that Canadian companies will be interested in any non-core assets being divested by larger companies in these markets. Despite the broadly rosy outlook, potential clouds of uncertainty for Canadian M&A include tax reform in the US, which could have fundamental implications for US-Canada M&A, said Stephen Pincus, a partner at Goodmans. Lower tax rates mean there is less incentive for US multinationals to hold cash offshore and more incentive to do business in the US, he said, though he noted that the full implications won t be fully clear for a long time. Other potential dark clouds on the horizon for Canadian M&A include political uncertainty in Europe, the Middle East and Asia, as well as the future of the North American Free Trade Agreement (NAFTA). Sector-wise, oil and gas will be a key driver for more M&A activity, according to Jenkinson, who said he expects more deals in both the middle market, involving exploration companies in deals up to C$1m, and at C$1bn-plus end of the market. There are exploration companies that are continuing to find opportunities missed by the larger players, he said, but the larger transactions will involve more established players with meaningful production. Energy, Mining & Utilities was the most active sector in 217, recording 129 deals with an aggregate deal value of 46.6bn, followed by Consumer, Financial Services, and Technology sectors, according to Mergermarket data. Financial Services is expected to be another hotspot in 218, with some Canadian financial institutions looking for global expansion opportunities, as well as opportunities to acquire more digitization, said Jenkinson. TD Bank, for instance, has set up several partnerships with fintech companies, including the Toronto-based AI-driven receipt management platform Sensibill and personalized mobile banking service provider Flybits. Fintech deals will range from a couple of million to around C$1m, said EY s Jenkinson. Goodmans Pincus said earlystage companies specializing in block chain and cryptocurrency will likely grow quickly. Real Estate is another area to watch, amid high property valuations, low interest rates, as well as the potential for shareholder activism, Pincus said. Commercial, residential and specialty REITs, for instance hospitality, will likely be active in both domestic and cross-border M&A in 218, he said. In Consumer, Cameron Belsher, a partner at McCarthy, said buyers are willing to pay for significant brands, both for consumer packaged goods and for restaurant assets. Premium Brands Holdings [TSX: PBH] is one of the most active acquirers in Canada, he noted. Its recent deals include the November acquisitions of Burnsville, Minnesota-based frozen food producer Buddy s Kitchen and San Ramon, California-based sandwich maker Raybern Foods. Elsewhere, Canada s upcoming legalization of cannabis, slated for July 218, is expected to trigger consolidation, said Stefan Timms, partner at Borden Ladner Gervais. Further information Get in touch Sirui Shao Elizabeth Lim

56 Mergermarket Deal Drivers Americas Canada 56 Top deals Top 15 Announced Deals for the Year Ending 31 December 217 Canada All Sectors (Based On Target) Announced Date Status Bidder Company Target Company Sector Vendor Company Deal (m) 29-Mar-17 C Cenovus Energy Inc ConocoPhillips (Canadian conventional natural gas assets); and Foster Creek Christina Lake Oil Sands Partnership (5% stake) 9-Mar-17 C Canadian Natural Resources Limited The Athabasca Oil Sands Project (6% stake); and Royal Dutch Shell plc (Peace River Complex in-situ assets, including Carmon Creek, and a number of undeveloped oil sands leases in Alberta) Energy, Mining, Oil & Gas ConocoPhillips Company 13,24 Energy, Mining, Oil & Gas Royal Dutch Shell Plc 8,5 1-May-17 C Pembina Pipeline Corp Veresen Inc Energy, Mining, Oil & Gas 5,15 18-Dec-17 P Platinum Equity LLC Husky Injection Molding Systems Ltd Industrials, Chemicals & Engineering Berkshire Partners LLC; and OMERS Private Equity Inc 3,85 31-Mar-17 C CK Asset Holdings Limited Reliance Home Comfort Limited Partnership Consumer Alinda Capital Partners LLC 3,561 2-Oct-17 P Metro Inc Jean Coutu Group Inc Consumer The Coutu family 3, Mar-17 C Vista Equity Partners DH Corporation Technology, Media & Telecom 3,428 2-Oct-17 C Sprott Inc Central Fund of Canada Limited Financial Services 3,298 9-Mar-17 C Royal Dutch Shell Plc; and Canadian Natural Resources Limited The Athabasca Oil Sands Project (2% stake) Energy, Mining, Oil & Gas Marathon Oil Corporation 2,5 5-Dec-17 P Nestle SA Atrium Innovations Inc Life Sciences & Healthcare Permira Advisers LLP; Caisse de Depot et Placement du Quebec; and Fonds de Solidarite FTQ 2,3 25-Jul-17 C Refresco Gerber BV Cott Corporation (bottling activities) Consumer Cott Corporation 1,25 26-Oct-17 P China Communications Construction Company Limited Aecon Group Inc Construction 1, Apr-17 C Parkland Fuel Corp Chevron Canada R&M ULC Energy, Mining, Oil & Gas Chevron Canada Limited 1,98 19-Oct-17 P Schlumberger Limited; and Torxen Resources Ltd Cenovus Energy Inc (Palliser oil and natural assets in southeastern Alberta) Energy, Mining, Oil & Gas Cenovus Energy Inc 1,41 17-Jul-17 C Washington Corporations Dominion Diamond Corporation Energy, Mining, Oil & Gas 999 C= Completed; P= Pending; L= Lapsed

57 Mergermarket Deal Drivers Americas Canada 57 M&A split by deal size M&A split by deal size (bn) of deals Please use corresponding AIT file $5m - $25m $251m - $5m $51m - $2,m not disclosed $5m - $25m $251m - $5m $2,1m - $5,m > $5,1m $51m - $2,m $2,1m - $5,m > $5,1m

58 Mergermarket Deal Drivers Americas Canada 58 Mix of deals by industry sector Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in Canada. Industry sector is based on the dominant industry of the target. Mix of deals by industry sector Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in Canada. Industry sector is based on the dominant industry of the target (bn) of deals Industrials, Manufacturing & Engineering Financial Services Business Services Consumer Energy, Mining, Oil & Gas TMT Leisure.8 Transportation 5.3 Life Sciences & Healthcare 2.6 Construction 1.4 Real Estate Defense.7 Agriculture 25 Industrials, Manufacturing & Engineering 43 Financial Services 51 Business Services Consumer Energy, Mining, Oil & Gas TMT 25 Leisure 17 Transportation 43 Life Sciences & Healthcare 27 Construction 4 Real Estate Defense 9 Agriculture

59 Mergermarket Deal Drivers Americas Canada 59 Quarterly M&A activity Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in Canada. Quarterly M&A activity Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in Canada. 45, 2 4, , 15 3, 125 (m) 25, 2, of deals , 1, 5 5, 25 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q Q4 Deal Moving average trend line Moving average trend line

60 Mergermarket Deal Drivers Americas Canada 6 League tables Financial advisors by value Financial advisors by deal count Company name Company name 1 5 JPMorgan 52, Goldman Sachs & Co 47, TD Securities 45, RBC Capital Markets 44, Bank of America Merrill Lynch 36, Barclays 3, CIBC World Markets 25, Lazard 22, Morgan Stanley 22, Scotiabank 22, RBC Capital Markets 44, Deloitte 2, TD Securities 45, BMO Capital Markets 19, JPMorgan 52, CIBC World Markets 25, National Bank Financial 11, KPMG Goldman Sachs & Co 47, Scotiabank 22, The financial advisor league tables by value and volume have been run from 1/1/217 to the 12/31/217 and exclude lapsed and withdrawn deals. The tables are based on advice to a Canadian bidder, target or vendor. Legal advisors by value Legal advisors by deal count Company name Company name 1 3 Osler, Hoskin & Harcourt 51, Blake, Cassels & Graydon 48, Stikeman Elliott 44, Skadden Arps Slate Meagher & Flom 4, Paul Weiss Rifkind Wharton & Garrison 37, Kirkland & Ellis 3, Bennett Jones 28, McCarthy Tetrault 23, Cravath, Swaine & Moore 18, Vinson & Elkins 18, Stikeman Elliott 44, Blake, Cassels & Graydon 48, Osler, Hoskin & Harcourt 51, McCarthy Tetrault 23, Davies Ward Phillips & Vineberg 1, Borden Ladner Gervais 3, Torys 16, Norton Rose Fulbright 16, Fasken Martineau Dumoulin 1, Goodmans 12, The legal advisor league tables by value and volume have been run from 1/1/217 to the 12/31/217 and include lapsed and withdrawn deals. The tables are based on advice to a Canadian bidder, target or vendor.

61 Mergermarket Deal Drivers Americas West 61 Part of the Acuris report on global M&A activity West W

62 Mergermarket Deal Drivers Americas West 62 West Overview Low interest rates and even lower corporate tax rates will make more cash available for mergers and acquisitions next year, but high valuations could constrain the pace of West Coast M&A, dealmakers say. With positive GDP growth now completing its eighth year, the US economic expansion may literally or figuratively be approaching the ninth inning, or its conclusion, said Blaine Riley, president of the merchant bank International Monetary, based in Newport Beach, California. The long-running expansion has pushed valuations high across all sectors, said Riley. When you add relatively low interest rates to the mix, bidders have more capital for acquisitions but desirable targets likewise perceive they are more valuable than the last competitor bought. Stalemates ensue. The standoff could last longer next year, thanks to the new tax bill signed in December, said attorney Eric McCrath, co-chair of the Morrison & Foerster s Mergers & Acquisitions and Private Equity Investment & Buyouts Groups. Larger companies anticipate paying lower corporate tax rates next year, potentially freeing up more cash for acquisitions or buying back shares, said McCrath. McCrath noted the M&A market, particularly in the Technology sector, started off slowly in the first quarter of 217. Now that the market has a good understanding of how the Trump administration will work, McCrath does not expect caution in the first half of 218. Consolidation will continue for attractive businesses, both small and large, in the Consumer and Technology sectors, said McCrath. In two of the largest deals of 217, Marvell Technology [NASDAQ:MRVL] paid 6.3bn to acquire the semiconductor company Cavium while Synchrony [NYSE:SYF] bought the receivables portfolio of PayPal Holdings [NASDAQ:PYPL]. Both deals reflect how the current market will continue to melt up or encourage larger and larger deals given the conditions of low interest rates and a Trump economy that appears to favor larger companies, said Riley, noting consolidators want more scale. The Synchrony acquisition increased Synchrony s scale in financial services while Marvell broadened its reach in semiconductors through the purchase of Cavium. The proposed 13bn combination between Broadcom [NASDAQ:AVGO] and Qualcomm [NASDAQ:QCOM] likewise would be a consummate example of consolidation in technology. While Qualcomm has rejected the bid, Broadcom looks set to pursue a deal in 218, according to various reports. While the participants in the 67.8bn merger between CVS [NYSE:CVS] and Aetna [NYSE:AET] were not California based, Riley said the combination of an insurer and prescription drug provider made perfect sense as big companies seek to consolidate. The deal will influence the delivery of healthcare services in the West, said Riley, and smaller insurers and healthcare companies may face more pressure to consolidate. The threat of Amazon [NASDAQ:AMZN] entering the prescription drug delivery market frequently was cited as a motivator for the Aetna/CVS deal. Amazon already has demonstrated it can disrupt industries once it moves into a vertical, said an industry executive, pointing to Amazon s 13.5bn bid this year for Whole Foods. Amazon likely will remain an active buyer next year, said two dealmakers. The dynamics driving M&A in the Technology, Consumer, Healthcare and Industrial sectors are established, said Riley, laying the foundation for deals to be completed in mature markets. One sector of the economy that should emerge in 218 as a high-growth segment is cannabisrelated businesses, said Riley. Recreational use of marijuana, legal in California from 1 January, follows similar moves in Oregon and Washington. Further information Get in touch William Langbein

63 Mergermarket Deal Drivers Americas West 63 Top deals Top 15 Announced Deals for the Year Ending 31 December 217 West (Based On Target) Announced Date Status Bidder Company Target Company Sector Vendor Company Deal (m) 28-Aug-17 C Gilead Sciences Inc Kite Pharma Inc Life Sciences & Healthcare 1, Dec-17 C TPG Capital LP; SoftBank Group Corp; General Atlantic LLC; Sequoia Capital; Tencent Holdings Ltd; Dragoneer Investment Group LLC; and Didi Chuxing Technology Co Ltd Uber Technologies Inc (17.5% stake) Technology, Media & Telecom Benchmark Capital; and Menlo Ventures 8,983 9-Jan-17 C Mars Incorporated VCA Inc Life Sciences & Healthcare 8,792 1-Aug-17 C Invitation Homes Inc Starwood Waypoint Homes Real Estate Starwood Capital Group 7,884 2-Nov-17 P Marvell Technology Group Ltd Cavium Inc Technology, Media & Telecom 6,36 18-Dec-17 P Penn National Gaming Inc Pinnacle Entertainment Inc Leisure 5, Jul-17 P Hydro One Limited Avista Corporation Energy, Mining, Oil & Gas 5,226 6-Dec-17 P Optum Inc DaVita Medical Group Life Sciences & Healthcare DaVita Inc 4,9 4-Jan-17 C DCP Midstream Partners LP DCP Midstream LLC Energy, Mining, Oil & Gas Spectra Energy Corp; and Phillips 66 Company 3, Jan-17 C Cisco Systems Inc AppDynamics Inc Technology, Media & Telecom General Atlantic LLC; Greylock Partners; Battery Ventures; Kleiner Perkins Caufield & Byers; Lightspeed Venture Partners; Institutional Venture Partners; and Cross Creek Capital LP 3,7 1-Apr-17 C Knight Transportation Inc Swift Transportation Co Transportation Jerry Moyes family 3,656 2-Aug-17 P Jacobs Engineering Group Inc CH2M Business Services Apollo Global Management LLC 3, Feb-17 C Maxar Technologies Ltd DigitalGlobe Inc Business Services 3, Apr-17 C Hilcorp San Juan LP ConocoPhillips Company (San Juan Basin assets) (5% stake) Energy, Mining, Oil & Gas ConocoPhillips Company 3, 4-Apr-17 P Liberty Interactive Corporation General Communication Inc Technology, Media & Telecom Searchlight Capital Partners LP 2,543 C= Completed; P= Pending; L= Lapsed

64 Mergermarket Deal Drivers Americas West 64 M&A split by deal size M&A split by deal size 5 4 1,6 1, (bn) of deals 1,2 1, Please use corresponding AIT file $5m - $25m $2,1m - $5,m $251m - $5m > $5,1m $51m - $2,m not disclosed $5m - $25m $251m - $5m $51m - $2,m $2,1m - $5,m > $5,1m

65 Mergermarket Deal Drivers Americas West 65 Mix of deals by industry sector Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in the West. Industry sector is based on the dominant industry of the target. Mix of deals by industry sector Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in the West. Industry sector is based on the dominant industry of the target (bn) of deals Industrials, Manufacturing & Engineering 8.3 Financial Services 17.3 Business Services 1.7 Consumer 3.8 Energy, Mining, Oil & Gas TMT Leisure Transportation Life Sciences & Healthcare N/D.3 Construction Real Estate Defense Agriculture Industrials, Manufacturing & Engineering 12 Financial Services 196 Business Services 17 Consumer 97 Energy, Mining, Oil & Gas TMT 53 Leisure 18 Transportation 162 Life Sciences & Healthcare 55 Construction 14 Real Estate 4 Defense 5 Agriculture

66 Mergermarket Deal Drivers Americas West 66 Quarterly M&A activity Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in the West. Quarterly M&A activity Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in the West. 15, , 35 1, 3 (m) 75, of deals , , 5 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q Q4 Deal Moving average trend line Moving average trend line

67 Mergermarket Deal Drivers Americas West 67 League tables Financial advisors by value Financial advisors by deal count Company name Company name 1 1 Goldman Sachs & Co 186, JPMorgan 151, Centerview Partners 11, Deutsche Bank 88, Morgan Stanley 8, Guggenheim Partners 79, Bank of America Merrill Lynch 63, Citi 49, Evercore 49, Barclays 46, Goldman Sachs & Co 186, JPMorgan 151, Houlihan Lokey 5, Jefferies 33, Morgan Stanley 8, Evercore 49, Citi 49, Lazard 45, Credit Suisse 35, William Blair & Company 11,59 4 The financial advisor league tables by value and volume have been run from 1/1/217 to the 12/31/217 and exclude lapsed and withdrawn deals. The tables are based on advice to a West Coast bidder, target or vendor. States: Alaska, Arizona, California, Colorado, Hawaii, Idaho, Montana, Nevada, New Mexico, Oregon, Utah, Washington, Wyoming. Legal advisors by value Legal advisors by deal count Company name Company name 1 15 Cleary Gottlieb Steen & Hamilton 169, Skadden Arps Slate Meagher & Flom 149, Simpson Thacher & Bartlett 118, White & Case 117, Fried Frank Harris Shriver & Jacobson 113, Cravath, Swaine & Moore 112, Hogan Lovells International 93, Debevoise & Plimpton 87, Sullivan & Cromwell 82, Covington & Burling 81, Kirkland & Ellis 69, Goodwin Procter 25, Latham & Watkins 8, DLA Piper 18, Cooley 29, Morgan Lewis & Bockius 9, Jones Day 3, O'Melveny & Myers 14, Wilson Sonsini Goodrich & Rosati 14, Skadden Arps Slate Meagher & Flom 149, The legal advisor league tables by value and volume have been run from 1/1/217 to the 12/31/217 and include lapsed and withdrawn deals. The tables are based on advice to a West Coast bidder, target or vendor. States: Alaska, Arizona, California, Colorado, Hawaii, Idaho, Montana, Nevada, New Mexico, Oregon, Utah, Washington, Wyoming.

68 Mergermarket Deal Drivers Americas Midwest 68 Part of the Acuris report on global M&A activity Midwest MW

69 Mergermarket Deal Drivers Americas Midwest 69 Midwest Overview The Midwest s bread-and-butter sectors of Industrials and Consumer especially techenabled and better-for-you offerings will continue to whet the appetite of strategic and financial buyers in 1H18, dealmakers say. Overall sentiment in the region remains upbeat heading into a new year, with long-promised federal tax reform a reality, the economy steadily rising and loads of cash waiting to be deployed. M&A activity in the second half of 217 has been strong and will continue to be strong in the first half, said Steven M. Dresner, president of the Chicago-based investment bank Dresner Partners. There is still more money than deals, and with the tax law changes prices are going to continue to go up. The Industrials sector, perennially the region s leader in terms of deal volume and value, continues to be transformed by what else technology. The future lies with companies that are developing highly engineered products and introducing new technology because that adds value, said Steven Rosen, co-ceo of the Cleveland, Ohio-based private equity firm Resilience Capital Partners. In our portfolio we ve applied for 2-plus patents for highly-engineered defensible products in areas including robotics and automation, he said. Smaller enterprises must either differentiate through technology or find themselves pushed out of the market, he added. The region s blockbuster deal of the year, United Technologies [NYSE:UTX] pending 29.9bn acquisition of Cedar Rapids, Iowa-based Rockwell Collins [NYSE:COL], will combine two companies in the technology-heavy Aerospace and Defense sector. Tech-enabled companies in a variety of sectors including manufacturing, third-party logistics and healthcare will command some of the highest multiples in the region going forward, said Muhammad Azfar, managing partner and CEO of the Chicago-based investment bank Auctus Group. Technology acquisition is such a big driver of M&A, he said. Anybody in a tech-enabled industry or segment is in a higher-multiple area. Meanwhile, companies delivering the perceived better-for-you food, snacks and drinks that consumers and investors crave are also in demand. One of the larger transactions in the region saw Michigan-based Kellogg [NYSE:K] acquire Illinois-based Chicago Bar Company, producer of protein snacks RXBAR, for 6m. Larger companies are continuing to try and compete with small, innovative brands that they can t create organically, said Andrew Dickow, director at the Birmingham, Michigan-based investment bank Greenwich Capital Group. Dickow said he expects to see large consumer goods companies step up their divestment of non-core or slow-growth brands to free up capital to invest in brands and companies that have products and services that address changing consumer tastes and habits. Though not quite in the healthy category, Arby s owner Roark Capital s proposed acquisition of Minnesota-based Buffalo Wild Wings for 2.8bn is a reminder that PE firms are sitting on buckets of cash and are willing and able to compete with strategics in the current lowinterest rate environment, the sources said. Competition between strategic and financial buyers, both groups heavily armed with cash, will be as fierce as ever in the Midwest, dealmakers said. The scales might tip one way or another based on borrowing costs, they agreed. If there is any risk to the current slow, steady pace of growth it will come from the credit markets, and that risk is on everyone s mind, Rosen said. Rising interest rates could actually be a good thing for strategic buyers, so long as stock valuations do not fall accordingly, Azfar noted. Most financial sponsors still use high leverage, so the cost of debt is huge, he said. A halfa-point rise in interest rates could shock the financial system, and if that happened you might see strategic buyers finding assets more affordable, he said. Further information Get in touch Jeff Sheban

70 Mergermarket Deal Drivers Americas Midwest 7 Top deals Top 15 Announced Deals for the Year Ending 31 December 217 Midwest (Based On Target) Announced Date Status Bidder Company Target Company Sector Vendor Company Deal (m) 4-Sep-17 P United Technologies Corporation Rockwell Collins Inc Industrials, Chemicals & Engineering 29,948 1-Feb-17 C Reckitt Benckiser Group Plc Mead Johnson & Company Consumer 17, Dec-17 C Marathon Petroleum Corporation MPLX LP (4.32% stake) Energy, Mining, Oil & Gas 17,279 1-Jul-17 P Westar Energy Inc Great Plains Energy Inc Energy, Mining, Oil & Gas 8,24 13-Nov-17 C MPLX LP MPLX Refining Logistics LLC; and MPLX Fuels Distribution LLC Energy, Mining, Oil & Gas Marathon Petroleum Corporation 8,1 5-Apr-17 C JAB Holdings BV Panera Bread Company Consumer 7,44 8-May-17 P Sinclair Broadcast Group Inc Tribune Media Company Technology, Media & Telecom Oaktree Capital Management LP; and Angelo, Gordon & Co 6, Apr-17 C Cardinal Health Inc Medtronic Inc (Patient care, deep vein thrombosis and nutritional insufficiency businesses) Life Sciences & Healthcare Medtronic Inc 6,1 9-May-17 C Apollo Global Management LLC West Corporation Technology, Media & Telecom Quadrangle Group LLC; and Thomas H. Lee Partners LP 4, Apr-17 P Fresenius Kabi AG Akorn Inc Life Sciences & Healthcare 4, Apr-17 C Tyson Foods Inc AdvancePierre Foods Holdings Inc Consumer Oaktree Capital Management LP 4,121 7-May-17 C Sabra Health Care REIT Inc Care Capital Properties Inc Real Estate 3, Dec-17 P Crown Holdings Inc Signode Industrial Group Industrials, Chemicals & Engineering The Carlyle Group 3,91 2-Sep-17 P CRH Plc Ash Grove Cement Company Construction 3,5 9-Jan-17 C UnitedHealth Group Inc Surgical Care Affiliates Inc Life Sciences & Healthcare TPG Capital LP 3,26 C= Completed; P= Pending; L= Lapsed

71 Mergermarket Deal Drivers Americas Midwest 71 M&A split by deal size M&A split by deal size 4 1,1 35 1, (bn) of deals Please use corresponding AIT file $5m - $25m $2,1m - $5,m $251m - $5m > $5,1m $51m - $2,m not disclosed $5m - $25m $251m - $5m $51m - $2,m $2,1m - $5,m > $5,1m

72 Mergermarket Deal Drivers Americas Midwest 72 Mix of deals by industry sector Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in the Midwest. Industry sector is based on the dominant industry of the target. Mix of deals by industry sector Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in the Midwest. Industry sector is based on the dominant industry of the target (bn) of deals Industrials, Manufacturing & Engineering 12 Financial Services 12.1 Business Services Consumer Energy, Mining, Oil & Gas TMT 3.4 Leisure 3.2 Transportation Life Sciences & Healthcare 7.2 Construction Real Estate Defense.1 Agriculture 5 Industrials, Manufacturing & Engineering Financial Services Business Services Consumer 45 Energy, Mining, Oil & Gas 131 TMT 16 Leisure 31 Transportation 78 Life Sciences & Healthcare 44 Construction 6 Real Estate 3 Defense 3 Agriculture

73 Mergermarket Deal Drivers Americas Midwest 73 Quarterly M&A activity Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in the Midwest. Quarterly M&A activity Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in the Midwest. 14, , 25 1, (m) 8, 6, of deals , 75 2, 5 25 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q Q4 Deal Moving average trend line Moving average trend line

74 Mergermarket Deal Drivers Americas Midwest 74 League tables Financial advisors by value Financial advisors by deal count Company name Company name 1 2 Morgan Stanley 114, JPMorgan 14, Goldman Sachs & Co 89, Citi 83, Credit Suisse 52, Bank of America Merrill Lynch 52, Barclays 47, Jefferies 43, Deutsche Bank 34, Lazard 25, JPMorgan 14, Houlihan Lokey 17, Goldman Sachs & Co 89, Morgan Stanley 114, Credit Suisse 52, Lazard 25, William Blair & Company 5, Jefferies 43, Robert W. Baird & Co 4, Lincoln International 1, The financial advisor league tables by value and volume have been run from 1/1/217 to the 12/31/217, excluding lapsed and withdrawn deals. The tables are based on advice to a Midwest bidder, target or vendor. States: Illinois, Indiana, Iowa, Kansas, Michigan, Minnesota, Missouri, Nebraska, North Dakota, Ohio, South Dakota, Wisconsin. Legal advisors by value Legal advisors by deal count Company name Company name 1 16 Skadden Arps Slate Meagher & Flom 95, Sullivan & Cromwell 79, Davis Polk & Wardwell 77, Kirkland & Ellis 76, Cleary Gottlieb Steen & Hamilton 71, Cravath, Swaine & Moore 6, White & Case 47, Wachtell, Lipton, Rosen & Katz 47, Jones Day 45, Shearman & Sterling 36, Kirkland & Ellis 76, Jones Day 45, DLA Piper 5, Latham & Watkins 29, Skadden Arps Slate Meagher & Flom 95, Sidley Austin 2, Goodwin Procter 3, McDermott Will & Emery 1, Weil Gotshal & Manges 27, Morgan Lewis & Bockius 5,12 4 The legal advisor league tables by value and volume have been run from 1/1/216 to the 12/31/216, including lapsed and withdrawn deals. The tables are based on advice to a Midwest bidder, target or vendor. States: Illinois, Indiana, Iowa, Kansas, Michigan, Minnesota, Missouri, Nebraska, North Dakota, Ohio, South Dakota, Wisconsin.

75 Mergermarket Deal Drivers Americas South 75 Part of the Acuris report on global M&A activity South S

76 Mergermarket Deal Drivers Americas South 76 South Overview Despite reduced dealmaking at the tail-end of 217, positive influences set the stage for a return of more robust activity in the year ahead, dealmakers said. Chief among those forces is a business environment that is attracting large companies to relocate or establish headquarters in the region, said Julie Silcock, managing director at Houlihan Lokey in Dallas. That s evidenced by reported potential interest from Amazon [NYSE:AMZN] in cities in Texas, North Carolina, Georgia or Virginia for its Headquarters 2 project. In June, Amazon acquired Austin-based Whole Foods [NYSE:WFM] for 13.5bn. In addition to its business-friendly reputation, Bryan Frederickson, managing director, GulfStar Group in Houston, noted that the region is benefitting from large-scale trends such as the bounceback of the energy industry and even the widening of the Panama Canal, which is driving an expansion of ports across the Gulf Coast and Southeast. Indeed, energy M&A improved through the middle of the year to make it the single most active sector among deals tracked by Mergermarket in the region between Virginia, Florida and Texas. To be sure, dealflow slowed at the end of the year, according to Mergermarket data. Silcock said the unusually light activity in 4Q17 might be blamed on uncertainty over tax law changes. While the ability to deduct interest payments has been significantly decreased in the new law, reductions in corporate taxes in most cases can offset much or all of this. Large strategic buyers could reap substantial benefit from the changes. The law not only lowers the tax rate for corporations, making more money available for deals, but it could see a change in a key provision enabling such companies to expense 1% of the cost of acquiring assets in the first year rather than having to amortize them over a period of five years or more. Lower corporate tax is expected by some sellers, such as private equity, to spur M&A, said Scott Winship, managing director at GulfStar Group. In 212, the change in capital gains tax had a meaningful impact on M&A, he observed. Lower taxes, available capital and high equity valuations for publicly traded entities set the stage for increased Financial Services M&A, said Chris Marinac, co-founder of Atlantabased FIG Partners. Banks haven t had it this good in quite some time, he said. They need to embrace that. Bank consolidation is likely to spread from Florida and North Carolina, where targets have become scarce, and to other states in the South, particularly in South Carolina, Georgia and eventually Tennessee. In 218, look for more international interest in the region, Silcock said, particularly China. Chinese bidders have faced a challenging regulatory climate in the US with many deals facing national security scrutiny. Silcock noted that Chinese buyers typically tend to need more time than bidders from other markets to complete deals. Sellers expecting strong international buyer interest are now considering marketing overseas first to give those buyers more time before going to market in the US, she said. International buyer interest is broad based, Silcock said. Energy, technology and industrial companies are all seeing inbound interest that they are taking very seriously. Gulfstar s Frederickson also noted that international buyers are looking at the South to increase their exposure to energy, saying their interest is growing by leaps and bounds, he said. They are not interested in distressed opportunities but instead are looking for companies that will immediately be accretive. That would add a new dimension to Southern M&A. In 217, buyers in the South came mostly from the US only 2 of more than 7 deals in the region tracked by Mergermarket were categorized as cross-border. Further information Get in touch Mark Druskoff Chad Watt

77 Mergermarket Deal Drivers Americas South 77 Top deals Top 15 Announced Deals for the Year Ending 31 December 217 South (Based On Target) Announced Date Status Bidder Company Target Company Sector Vendor Company Deal (m) 17-Jan-17 C British American Tobacco Plc Reynolds American Inc (57.83% stake) Consumer 6, Aug-17 P Sempra Energy Energy Future Holdings Corporation Energy, Mining, Oil & Gas 18,8 1-Feb-17 C ONEOK Inc ONEOK Partners LP (6% stake) Energy, Mining, Oil & Gas 17, Aug-17 P Calpine Consortium Calpine Corporation Energy, Mining, Oil & Gas 17,23 7-Jul-17 L Berkshire Hathaway Energy Oncor Electric Delivery Company LLC (8.3% stake) Energy, Mining, Oil & Gas Energy Future Holdings Corporation 16,72 31-Jul-17 P Discovery Communications Inc Scripps Networks Interactive Inc Technology, Media & Telecom 14, Jun-17 C Amazon.com Inc Whole Foods Market Inc Consumer 13,464 9-Jan-17 C Williams Companies Inc Williams Partners LP (32.24% stake) Energy, Mining, Oil & Gas 11,358 3-Oct-17 P Vistra Energy Corp Dynegy Inc Energy, Mining, Oil & Gas Energy Capital Partners LLC 1,69 22-May-17 L Clariant AG Huntsman Corporation Industrials, Chemicals & Engineering 1,355 3-Oct-17 P Lennar Corporation CalAtlantic Group Inc Construction MatlinPatterson Global Advisers LLC 9, Sep-17 P Northrop Grumman Corporation Orbital ATK Inc Defense 9,17 26-Apr-17 C Abu Dhabi Investment Authority; and GIC Private Limited Pharmaceutical Product Development LLC Life Sciences & Healthcare The Carlyle Group; and Hellman & Friedman LLC 9,5 25-Jan-17 P AltaGas Ltd WGL Holdings Inc Energy, Mining, Oil & Gas 6, Jan-17 C Exxon Mobil Corporation BOPCO LP; and the Bass Family (Permian Basin oil companies) Energy, Mining, Oil & Gas The Bass Family 6,62 C= Completed; P= Pending; L= Lapsed

78 Mergermarket Deal Drivers Americas South 78 M&A split by deal size M&A split by deal size ,8 1,6 1,4 1, (bn) of deals 1, , $5m - $25m $251m - $5m $51m - $2,m not disclosed $5m - $25m $251m - $5m $2,1m - $5,m > $5,1m $51m - $2,m $2,1m - $5,m > $5,1m

79 Mergermarket Deal Drivers Americas South 79 Mix of deals by industry sector Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in the South. Industry sector is based on the dominant industry of the target. Mix of deals by industry sector Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in the South. Industry sector is based on the dominant industry of the target (bn) of deals Industrials, Manufacturing & Engineering 26.3 Financial Services 21.6 Business Services Consumer Energy, Mining, Oil & Gas 4.3 TMT 16.5 Leisure Transportation Life Sciences & Healthcare Construction Real Estate Defense 2.3 Agriculture 5 Industrials, Manufacturing & Engineering Financial Services Business Services Consumer Energy, Mining, Oil & Gas TMT 55 Leisure 25 Transportation Life Sciences & Healthcare 64 Construction Real Estate Defense Agriculture

80 Mergermarket Deal Drivers Americas South 8 Quarterly M&A activity Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in the South. Quarterly M&A activity Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in the South. 22, 5 2, 18, 4 16, (m) 14, 12, 1, 8, of deals 3 2 6, 4, 1 2, Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q Q4 Deal Moving average trend line Moving average trend line

81 Mergermarket Deal Drivers Americas South 81 League tables Financial advisors by value Financial advisors by deal count Company name Company name 1 5 JPMorgan 223, Goldman Sachs & Co 25, Morgan Stanley 163, Lazard 121, Barclays 121, UBS Investment Bank 116, Citi 18, Deutsche Bank 1, Evercore 95, Centerview Partners 94, Goldman Sachs & Co 25, JPMorgan 223, Houlihan Lokey 6, Barclays 121, Piper Jaffray & Co 5, Evercore 95, Jefferies 38, Citi 18, Morgan Stanley 163, Credit Suisse 7,79 48 The financial advisor league tables by value and volume have been run from 1/1/217 to the 12/31/217 and exclude lapsed and withdrawn deals. The tables are based on advice to a South bidder, target or vendor. States: Alabama, Arkansas, Delaware, District of Columbia, Florida, Georgia, Kentucky, Louisiana, Maryland, Mississippi, North Carolina, Oklahoma, South Carolina, Tennessee, Texas, Virginia, West Virginia. Legal advisors by value Legal advisors by deal count Company name Company name 1 9 Kirkland & Ellis 195, Skadden Arps Slate Meagher & Flom 175, Simpson Thacher & Bartlett 156, Cravath, Swaine & Moore 148, Davis Polk & Wardwell 126, Jones Day 125, Weil Gotshal & Manges 124, Sullivan & Cromwell 111, White & Case 111, Latham & Watkins 14, Kirkland & Ellis 195, DLA Piper 11, Latham & Watkins 14, Jones Day 125, Weil Gotshal & Manges 124, Vinson & Elkins 6, Goodwin Procter 28, Skadden Arps Slate Meagher & Flom 175, White & Case 111, Morgan Lewis & Bockius 2, The legal advisor league tables by value and volume have been run from 1/1/217 to the 12/31/217 and include lapsed and withdrawn deals. The tables are based on advice to a South bidder, target or vendor. States: Alabama, Arkansas, Delaware, District of Columbia, Florida, Georgia, Kentucky, Louisiana, Maryland, Mississippi, North Carolina, Oklahoma, South Carolina, Tennessee, Texas, Virginia, West Virginia.

82 Mergermarket Deal Drivers Americas Mid-Atlantic 82 Part of the Acuris report on global M&A activity Mid-Atlantic MA

83 Mergermarket Deal Drivers Americas Mid-Atlantic 83 Mid-Atlantic Overview The Mid-Atlantic region is expected to see an uptick in M&A activity, with Government Services and Aerospace/Defense among the key drivers in the region for 218, dealmakers said. Paul Weisbrich, managing director at D.A. Davidson, said he expects a high volume of smaller government services deals involving companies with enterprise values less than 5m. The Washington, DC area will continue to be a hotbed for these government services deals, a second sector advisor noted. He added that as the bigger companies compete for government contracts, these smaller companies should continue to get scooped up by larger firms. Weisbrich said he also sees larger defense contractors becoming more active in the new year. These companies efforts to gain scale in the Aerospace & Defense sector will drive deals, as well as divestitures by larger companies pruning their portfolios. New York-based L3 Technologies [NYSE:LLL] could be one company taking a close look at its portfolio, said the sector advisor. The company announced the potential sale of its Vertex Aerospace business during its 3Q17 earnings call in late October. Weisbrich noted it is important to look at new CEO appointments, as that is where more M&A could occur. Pennsylvania-based aerospace company Triumph Group [NYSE:TGI] is one example. Triumph s CEO Daniel Crowley, Weisbrich noted, is relatively new since he started in January 216. Triumph announced in December that it plans to merge its precision components and aerospace structures business into a new business unit expected to launch on 1 January. Triumph is a company that could be an eventual seller of assets, noted Weisbrich. L3 Technologies current COO, Christopher Kubasik, will take over as CEO after current CEO Michael Strianese s retirement is effective 31 December. Weisbrich said he expects L3 to be aggressive on the M&A front. Weisbrich said Massachusetts-based valve maker CIRCOR International is a company to keep an eye on in 218, after it announced its acquisition of Colfax Fluid Handling for 86m in September. Manan K. Shah, a managing partner at Focus Investment Banking, said an area such as the aerospace maintenance, repair and overhaul (MRO) sector is likely to see continued consolidation, as the sector remains fragmented. Shah expects continued private equity interest in the Aerospace/Defense sector as well. A third sector advisor said deals are expected to continue to rise across the Defense sector as a whole. There are some exit processes in the Aerospace/Defense sector that are expected to launch in 1Q18 as well, which should bring about more deals, the advisor said. Apollo Global Management portfolio company Constellis, based in the Washington, DC metro area, is one company that falls under this category, the same advisor said. The unmanned aerial vehicle (UAV) or drone space should see more traction, the advisor added. He noted many private companies are seeking capital raises, which should bring more attraction to the sector. The use of drones for both military and commercial purposes will continue to drive activity, the same advisor said. One example of capital raise activity is drone radar maker Fortem Technologies. VP Business Development Bruce Carpenter told this news service the company is looking to raise 1m to 2m in Series A funding. He named New York-based Griffon Corporation as one potential partner down the road because Griffon s ground-based radars could go well with Fortem s DroneHunter product. Further information Get in touch Richard Tekneci

84 Mergermarket Deal Drivers Americas Mid-Atlantic 84 Top deals Top 15 Announced Deals for the Year Ending 31 December 217 Mid-Atlantic (Based On Target) Announced Date Status Bidder Company Target Company Sector Vendor Company Deal (m) 14-Dec-17 P The Walt Disney Company Twenty-First Century Fox Inc Technology, Media & Telecom 68, Apr-17 C Becton, Dickinson and Company C.R. Bard Inc Life Sciences & Healthcare 23,69 19-Jun-17 C EQT Corporation Rice Energy Inc Energy, Mining, Oil & Gas 7,689 5-May-17 C Avantor Performance Materials Inc VWR International LLC Business Services Madison Dearborn Partners LLC 6, Mar-17 C Kohlberg Kravis Roberts & Co LP; and Caisse de Depot et Placement du Quebec USI Holdings Corporation Financial Services Onex Corporation 4,3 12-Sep-17 P Centene Corporation The New York State Catholic Health Plan Inc Financial Services 3,75 24-Jul-17 C Internet Brands Inc WebMD LLC Technology, Media & Telecom 3,472 8-Mar-17 C Caisse de Depot et Placement du Quebec; and Suez Suez Water Technologies & Solutions Industrials, Chemicals & Engineering General Electric Company 3, Feb-17 C SoftBank Group Corp Fortress Investment Group LLC Financial Services 3,3 24-Aug-17 C SoftBank Group Corp WeWork Companies Inc Business Services 3, 26-Nov-17 C Meredith Corporation Time Inc Technology, Media & Telecom 2, Aug-17 C Beacon Roofing Supply Inc Allied Building Products Corporation Construction CRH Plc 2,625 8-May-17 C Coach Inc Kate Spade & Company Consumer 2, Jan-17 C WestRock Company Multi Packaging Solutions Inc Industrials, Chemicals & Engineering 2,248 7-Mar-17 C Sterling Bancorp Astoria Financial Corporation Financial Services 2,219 C= Completed; P= Pending; L= Lapsed

85 Mergermarket Deal Drivers Americas Mid-Atlantic 85 M&A split by deal size M&A split by deal size 4 9 (bn) of deals Please use corresponding AIT file $5m - $25m $2,1m - $5,m $251m - $5m > $5,1m $51m - $2,m not disclosed $5m - $25m $251m - $5m $51m - $2,m $2,1m - $5,m > $5,1m

86 Mergermarket Deal Drivers Americas Mid-Atlantic 86 Mix of deals by industry sector Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in the Mid-Atlantic region. Industry sector is based on the dominant industry of the target. Mix of deals by industry sector Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in the Mid-Atlantic region. Industry sector is based on the dominant industry of the target (bn) of deals Industrials, Manufacturing & Engineering 26.8 Financial Services 14.4 Business Services 6.4 Consumer N/D Energy, Mining, Oil & Gas TMT Leisure Transportation 29.5 Life Sciences & Healthcare Construction Real Estate Defense N/D Agriculture 4 2 Industrials, Manufacturing & Engineering 85 Financial Services Business Services 75 Consumer 46 Energy, Mining, Oil & Gas TMT Leisure Transportation 68 Life Sciences & Healthcare 22 Construction 5 Real Estate Defense 2 1 Agriculture

87 Mergermarket Deal Drivers Americas Mid-Atlantic 87 Quarterly M&A activity Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in the Mid-Atlantic region. Quarterly M&A activity Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in the Mid-Atlantic region. 16, 25 14, 2 12, (m) 1, 8, 6, of deals , 5 2, Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q Q4 Deal Moving average trend line Moving average trend line

88 Mergermarket Deal Drivers Americas Mid-Atlantic 88 League tables Financial advisors by value Financial advisors by deal count Company name Company name 1 5 Goldman Sachs & Co 222, JPMorgan 183, Citi 159, Morgan Stanley 131, Bank of America Merrill Lynch 112, Deutsche Bank 17, Credit Suisse 15, Centerview Partners 82, Lazard 8, Guggenheim Partners 76, Goldman Sachs & Co 222, JPMorgan 183, Houlihan Lokey 13, Morgan Stanley 131, Citi 159, Credit Suisse 15, Lazard 8, Barclays 72, Bank of America Merrill Lynch 112, Jefferies 35,97 52 The financial advisor league tables by value and volume have been run from 1/1/217 to the 12/31/217 and exclude lapsed and withdrawn deals. The tables are based on advice to a US (Mid-Atlantic) bidder, target or vendor. States: New Jersey, New York, Pennsylvania. Legal advisors by value Legal advisors by deal count Company name Company name 1 8 Skadden Arps Slate Meagher & Flom 23, Cleary Gottlieb Steen & Hamilton 173, Simpson Thacher & Bartlett 161, White & Case 144, Cravath, Swaine & Moore 132, Fried Frank Harris Shriver & Jacobson 18, Debevoise & Plimpton 1, Wachtell, Lipton, Rosen & Katz 98, Allen & Overy 87, Hogan Lovells International 79, Kirkland & Ellis 66, Jones Day 3, Latham & Watkins 7, Paul Weiss Rifkind Wharton & Garrison 53, Skadden Arps Slate Meagher & Flom 23, Simpson Thacher & Bartlett 161, DLA Piper 12, Morgan Lewis & Bockius 16, Goodwin Procter 24, Weil Gotshal & Manges 52, The legal advisor league tables by value and volume have been run from 1/1/217 to the 12/31/217 and include lapsed and withdrawn deals. The tables are based on advice to a US (Mid-Atlantic) bidder, target or vendor. States: New Jersey, New York, Pennsylvania.

89 Mergermarket Deal Drivers Americas New England 89 Part of the Acuris report on global M&A activity New England NE

90 Mergermarket Deal Drivers Americas New England 9 New England Overview The New England region enjoyed a banner year for M&A in 217, and dealmakers told Mergermarket that they expect activity to continue. The economy is growing in a variety of sectors, while debt and equity capital are available for deals, said several New Englandbased M&A professionals. Looking back, the M&A market has been the strongest it has been in a long time, said KPMG partner Tod Short. High valuations in the public equity markets are raising comparable valuations for private deals as well, he noted. Private equity will be active on the buy-side, but firms will also continue to take advantage of the seller-friendly valuation environment and lock-in gains, which will buoy the next round of fundraising expected around , added TM Capital Managing Director Jarrad Zalkin. The middle market is a particular source of strength, added PwC partner Michael Mockus. The high valuations of 217 show no signs of flagging and many companies will be seeking to exit in 218 on a positive part of the cycle, said Mockus. Owners of middle market businesses have gone past the usual kicking of tires and have engaged advisers to sell their companies, added Hank Nelson, managing director at Monadnock Advisors. The coming year should bring deals reaching beyond typical consolidation rationale, with unusual combinations possible, said Short. Several large high-profile deals have aimed at vertical integration and transforming business models, and continuing transformation could lead to wholesale disruptive acquisitions, he said. Zalkin agreed, noting recent examples of deals that brought companies a new way to engage with customers and expand their addressable markets. Amazon s 13.5bn deal to acquire Whole Foods brought it into competition with brick-and-mortar stores, while CVS 67.8bn deal to acquire Aetna will change the way it engages with customers. The availability of capital and strong economy are promoting this expansive, creative thinking for all companies, including those in New England, he noted. Transformative acquisitions could emerge particularly for companies trying to penetrate a digital market, if their DNA is not digital, said Zalkin. Artificial intelligence, machine learning and data analytics are now considerations for companies in a wide range of sectors, said Nelson. AI has fully entered the mainstream in just the past year or so, he said. Because the Technology sector is heavily represented in New England, other sectors may be more likely to become tech-savvy, said Nelson. Organic growth can be a struggle for businesses looking to digitize, automate or otherwise transform their businesses, said Mockus. Healthcare and industrial manufacturing are two sectors in New England where this type of business conversion is occurring and could drive deals, he noted. New tax regulations could spur M&A, with a lower statutory tax rate for corporations. Companies may be more motivated to sell non-core assets with a lower tax liability on proceeds from the sale, said Mockus. In addition, the new legislation gives companies the ability to repatriate foreign cash, potentially adding to balance sheets and war chests. Tech companies, many in the New England region, have a significant amount of cash in foreign jurisdictions, said Short. On the other hand, the same high valuations creating a ripe environment for sellers are giving some buyers pause. High valuations have spurred some larger players with cash to pursue collaboration arrangements versus outright purchases, said Mockus. In the technology and life sciences spaces in particular, increased caution is driving buyers toward these types of deals instead of M&A in some cases, he said. Further information Get in touch Hana Askren

91 Mergermarket Deal Drivers Americas New England 91 Top deals Top 15 Announced Deals for the Year Ending 31 December 217 New England (Based On Target) Announced Date Status Bidder Company Target Company Sector Vendor Company Deal (m) 3-Dec-17 P CVS Health Corporation Aetna Inc Financial Services 67, Jul-17 C Crown Castle International Corporation Lightower Fiber Networks Technology, Media & Telecom Berkshire Partners LLC; and Pamlico Capital 7,1 28-Jun-17 C Sycamore Partners Staples Incorporated Consumer 6,657 2-Jun-17 C Pamplona Capital Management LLP PAREXEL International Corporation Life Sciences & Healthcare 4,913 9-Jan-17 C Takeda Pharmaceutical Company Limited Ariad Pharmaceuticals Life Sciences & Healthcare 4,893 1-May-17 C INC Research LLC Syneos Health Life Sciences & Healthcare Advent International Corporation; and Thomas H. Lee Partners LP 4,582 4-Dec-17 P Bank J. Safra Sarasin AG; Pine Brook Road Partners LLC; Global Atlantic Financial Group Limited; Atlas Merchant Capital; Cornell Capital LLC; and TRB Advisors LP Talcott Resolution Inc Financial Services The Hartford Financial Services Group Inc 2,5 14-Apr-17 P Blackstone Group LP; and Canada Pension Plan Investment Board Ascend Learning LLC Business Services Providence Equity Partners LLC; and Ontario Teachers' Pension Plan 2, 7-Aug-17 P Fresenius Medical Care AG & Co KGaA NxStage Medical Inc Life Sciences & Healthcare 1, Oct-17 C Graphic Packaging Holding Company International Paper Company (North America consumer packaging business) Industrials, Chemicals & Engineering International Paper Company 1,8 2-Jun-17 C Eversource Energy Aquarion Water Company Energy, Mining, Oil & Gas British Columbia Investment Management Corporation; and Macquarie Infrastructure Partners Inc 1, Oct-17 C The Hartford Financial Services Group Inc Aetna Inc (US group life insurance and disability insurance business) Financial Services Aetna Inc 1,45 1-Jun-17 C CVC Capital Partners Limited PDC Brands Consumer Yellow Wood Partners LLP 1, Oct-17 C Vitol Holding BV Noble Americas Corporation Energy, Mining, Oil & Gas Noble Group Limited 1, Feb-17 C Hologic Inc Cynosure Inc Life Sciences & Healthcare 1,394 C= Completed; P= Pending; L= Lapsed

92 Mergermarket Deal Drivers Americas New England 92 M&A split by deal size M&A split by deal size (bn) of deals Please use corresponding AIT file $5m - $25m $2,1m - $5,m $251m - $5m > $5,1m $51m - $2,m not disclosed $5m - $25m $251m - $5m $51m - $2,m $2,1m - $5,m > $5,1m

93 Mergermarket Deal Drivers Americas New England 93 Mix of deals by industry sector Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in New England. Industry sector is based on the dominant industry of the target. Mix of deals by industry sector Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in New England. Industry sector is based on the dominant industry of the target (bn) of deals Industrials, Manufacturing & Engineering Financial Services 5.5 Business Services 1.5 Consumer 4.5 Energy, Mining, Oil & Gas 15.8 TMT N/D Leisure Transportation 25.4 Life Sciences & Healthcare Construction Real Estate Defense N/D Agriculture 2 Industrials, Manufacturing & Engineering 38 Financial Services Business Services 39 Consumer 15 Energy, Mining, Oil & Gas TMT Leisure 7 7 Transportation Life Sciences & Healthcare 6 Construction 2 N/D 1 Real Estate Defense Agriculture

94 Mergermarket Deal Drivers Americas New England 94 Quarterly M&A activity Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in New England. Quarterly M&A activity Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in New England. 13, , 11, 1, 1 9, (m) 8, 7, 6, of deals 75 5, 5 4, 3, 2, 25 1, Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q Q4 Deal Moving average trend line Moving average trend line

95 Mergermarket Deal Drivers Americas New England 95 League tables Financial advisors by value Financial advisors by deal count Company name Company name 1 1 Goldman Sachs & Co 182, Morgan Stanley 15, Evercore 12, Barclays 12, Bank of America Merrill Lynch 89, Centerview Partners 86, Lazard 78, JPMorgan 77, Allen & Company 74, Credit Suisse 73, Morgan Stanley 15, Goldman Sachs & Co 182, JPMorgan 77, Evercore 12, Bank of America Merrill Lynch 89, Houlihan Lokey 3, Barclays 12, Credit Suisse 73, Jefferies 9, William Blair & Company 3, The financial advisor league tables by value and volume have been run from 1/1/217 to the 12/31/217 and exclude lapsed and withdrawn deals. The tables are based on advice to a US (New England) bidder, target or vendor. States: Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island, Vermont Legal advisors by value Legal advisors by deal count Company name Company name 1 13 Davis Polk & Wardwell 175, Sullivan & Cromwell 171, Kirkland & Ellis 127, Simpson Thacher & Bartlett 96, White & Case 85, Cravath, Swaine & Moore 78, Shearman & Sterling 77, Dechert 74, Latham & Watkins 73, McDermott Will & Emery 7, Kirkland & Ellis 127, Goodwin Procter 13, Latham & Watkins 73, Weil Gotshal & Manges 48, Ropes & Gray 22, Morgan Lewis & Bockius 16, Skadden Arps Slate Meagher & Flom 65, Jones Day 15, DLA Piper 7, Choate Hall & Stewart The legal advisor league tables by value and volume have been run from 1/1/217 to the 12/31/217 and include lapsed and withdrawn deals. The tables are based on advice to a US (New England) bidder, target or vendor. States: Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island, Vermont

96 Mergermarket Deal Drivers Americas Latin America 96 Part of the Acuris report on global M&A activity Latin America LA

97 Mergermarket Deal Drivers Americas Latin America 97 Latin America Overview Dealmaking in Latin America this year is expected to be heavily influenced by elections around the region, with voters in Colombia, Brazil and Mexico all set to elect new presidents. Announced M&A deals in Latin America totaled 94.3bn in 217, up 23.3% from 76.5bn in 216, according to Mergermarket data. A rush of transactions is expected in Colombia, Brazil and Mexico during 1Q18 before activity slows, as elections in respective jurisdictions draw closer. Chile, meanwhile, is expecting to see an uptick in activity after re-electing President Pinera last month. Mexico Companies will be keen to complete transactions as early as possible in 218 before investor sentiment is affected by the presidential election in July, Rion M&A founding partner Pablo Rion said. Increased activity is expected in 1Q18 as sellers seek to close transactions before buyers, particularly financial sponsors, delay investment decisions until after the election, said Seale & Associates Director Sergio Garcia. M&A activity is expected to slow down from March, he added. Energy reform, which opened up the sector to foreign investment, will be an important driver of 1H18 M&A activity in the country, Rion said. Dealmaking is anticipated throughout the energy supply chain with petrochemical production, lubricant manufacturing and clean energy generation offering opportunities for M&A consolidation, Rion and Garcia agreed. The Agriculture sector is attractive to investors given Mexico s year-round production of vital crops and its proximity to the US market, Garcia said. Thanks to increasingly advanced distribution, irrigation and logistics systems, leading Mexican producers are considering transactions and, while the outcome of NAFTA renegotiations could have an impact on this industry, it should not be sufficient to impinge on consolidation during 1H18, Rion noted. Mexico s family-owned businesses are increasingly eager to participate in M&A and this trend will help to offset any negative effects generated by volatility in the global financial markets and an unfavorable pesodollar exchange rate, Garcia said. Brazil Brazilians will choose a new president in October and, despite uncertainties about the economic direction the winner will adopt, investors remain confident in the country s growth prospects, said Deloitte s Reinaldo Grasson. The total volume of M&A deals in Brazil grew by 5% in 217, though this rise was lower than expected for Latin America s largest economy, according to Rogerio Gollo, partner at PwC Brazil. The improvement in the macroeconomic scenario is helping to drive investor confidence and PwC foresees a 2% growth in dealmaking next year, Gollo added. Driven by a recovery of purchasing power, Gollo said many retail/consumer deals will come to fruition during 218, while Technology a sector that has historically helped drive deals will continue to see consolidation. Healthcare and the K-12 education segment are still flourishing and are likely to attract private equity investment, Grasson said. Infrastructure and agribusiness are also of interest for foreign suitors. Chile Meanwhile, the victory of center-right candidate Sebastian Pinera in Chile s run-off presidential election held on 17 December is expected to usher in more M&A in the country. Pinera, who governed Chile from and will assume his second term in March, has vowed to lower bureaucratic hurdles and corporate tax measures, noted Laura Sharkey of risk consultancy Control Risks. Mining, Agriculture, Infrastructure and Renewable Energy are some sectors likely to gain M&A momentum next year, Sharkey noted. Colombia Presidential elections, scheduled for May, could dampen dealmaking in Colombia especially if the winner is a candidate opposed to the peace agreement struck between the government and the Revolutionary Armed Forces of Colombia (Farc), said a local M&A banker. Further information Get in touch Dominic Pasteiner Carlos Martinez Bruna Maia Thiago Barrozo

98 Mergermarket Deal Drivers Americas Latin America 98 Top deals Top 15 Announced Deals for the Year Ending 31 December 217 Latin America (Based On Target) Announced Date Status Bidder Company Target Company Sector Vendor Company Deal (m) 12-Dec-17 C Liberty Global plc (Shareholders) Liberty Latin America Ltd Technology, Media & Telecom Liberty Global Plc 13,434 1-Jul-17 P Telecom Argentina SA Cablevision Holding SA Technology, Media & Telecom 6,685 2-Sep-17 P Paper Excellence Canada Holdings Corp Eldorado Brasil Celulose SA (81% stake) Industrials, Chemicals & Engineering J&F Investimentos SA 4,345 3-Nov-17 C State Grid Corporation of China CPFL Energia SA (45.36% stake) Energy, Mining, Oil & Gas 3, Dec-17 P UnitedHealth Group Inc Banmedica SA Life Sciences & Healthcare 3,394 5-Dec-17 P The Bank of Nova Scotia Banco Bilbao Vizcaya Argentaria Chile SA Financial Services Banco Bilbao Vizcaya Argentaria SA 3,226 8-Feb-17 C AC Bebidas S de RL de CV Arca Continental SAB de CV (Beverage businesses in Mexico, Argentina, Peru and Ecuador); and Coca-Cola Southwest Beverages LLC Consumer Arca Continental SAB de CV; and Coca-Cola Refreshments USA Inc 18-Dec-17 P Statoil ASA Petroleo Brasileiro SA (Roncador oil field) (25% stake) Energy, Mining, Oil & Gas Petroleo Brasileiro SA 2,35 2,7 11-May-17 P Itaú Unibanco Holding SA XP Investimentos CCTVM SA (49.9% stake) Financial Services General Atlantic LLC; Dyna III Fundo de Investimento em Participacoes; and XP Controle Participacoes SA 1, Feb-17 C Ternium SA Thyssenkrupp Companhia Siderurgica do Atlantico Ltda Industrials, Chemicals & Engineering ThyssenKrupp AG 1,648 3-Aug-17 C Grupo Lala SAB de CV Vigor Alimentos SA Consumer Arla Foods amba; JBS SA; and FB Participacoes SA 1,61 25-Aug-17 P China Three Gorges Corporation; Hubei Energy Group Co Ltd; CNIC Corporation Limited; and ACE Investment Fund II LP Empresa de Generacion Huallaga SA Energy, Mining, Oil & Gas Odebrecht Latinvest SA 1,39 25-Oct-17 P Grupo Financiero Banorte SA de CV Grupo Financiero Interacciones SAB de CV Financial Services 1,388 8-Jun-17 P Neoenergia SA Elektro Redes SA Energy, Mining, Oil & Gas Iberdrola SA 1, Dec-17 P China Southern Power Grid International (HK) Co Ltd Transelec SA (27.8% stake) Energy, Mining, Oil & Gas Brookfield Infrastructure Partners LP 1,3 C= Completed; P= Pending; L= Lapsed

99 Mergermarket Deal Drivers Americas Latin America 99 M&A split by deal size M&A split by deal size (bn) of deals Please use corresponding 292 AIT file $5m - $25m $2,1m - $5,m $251m - $5m > $5,1m $51m - $2,m not disclosed $5m - $25m $251m - $5m $51m - $2,m $2,1m - $5,m > $5,1m

100 Mergermarket Deal Drivers Americas Latin America 1 Mix of deals by industry sector Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in Latin America. Industry sector is based on the dominant industry of the target. Mix of deals by industry sector Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in Latin America. Industry sector is based on the dominant industry of the target (bn) of deals Industrials, Manufacturing & Engineering 8.4 Financial Services 1.5 Business Services 11.1 Consumer Energy, Mining, Oil & Gas TMT Leisure Transportation 5.5 Life Sciences & Healthcare 1.7 Construction.8.1 Real Estate Defense 2 Agriculture 2 Industrials, Manufacturing & Engineering 39 Financial Services Business Services Consumer Energy, Mining, Oil & Gas 54 TMT 27 Leisure 31 Transportation 5 Life Sciences & Healthcare 18 Construction 7 Real Estate 1 Defense 19 Agriculture

101 Mergermarket Deal Drivers Americas Latin America 11 Quarterly M&A activity Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in Latin America. Quarterly M&A activity Based on announced deals, excluding those that lapsed or were withdrawn, where the dominant location of the target is in Latin America. 5, 22 45, 2 4, 18 35, 16 (m) 3, 25, 2, of deals , 6 1, 4 5, 2 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q Q4 Deal Moving average trend line Moving average trend line

102 Mergermarket Deal Drivers Americas Latin America 12 League tables Financial advisors by value Financial advisors by deal count Company name Company name 1 - LionTree Advisors 2, Bank of America Merrill Lynch 15, Banco BTG Pactual 14, JPMorgan 12, Goldman Sachs & Co 11, Santander Global Corporate Banking 9, Banco Itau BBA 8, Morgan Stanley 7, Citi 7, Banco Bilbao Vizcaya Argentaria 7, Banco Itau BBA 8, Banco BTG Pactual 14, Banco Bradesco BBI 4, Bank of America Merrill Lynch 15, Santander Global Corporate Banking 9, Morgan Stanley 7, Lazard 6, BNP Paribas 2, Goldman Sachs & Co 11, Banco Bilbao Vizcaya Argentaria 7,389 1 The financial advisor league tables by value and volume have been run from 1/1/217 to the 12/31/217 and exclude lapsed and withdrawn deals. The tables are based on advice to a Central and South American bidder, target or vendor. Excludes: Bahamas, Belize, Dominica, French Guyana, Guyana, Haiti, Puerto Rico, Saint Kitts, Surinam, Turks & Caicos, US Virgin Islands. Legal advisors by value Legal advisors by deal count Company name Company name 1 44 Shearman & Sterling 19, Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados 15, Conyers Dill & Pearman 13, Carey y Cia 1, DLA Piper 7, Lefosse Advogados 7, Machado Meyer Sendacz e Opice 7, Jones Day 6, Stocche Forbes Advogados 6, Errecondo Gonzales Funes Abogados 6, Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados 15, Pinheiro Neto Advogados 4, Machado Meyer Sendacz e Opice 7, Baker McKenzie 3, Tozzini Freire Teixeira e Silva Advogados 4, Philippi Prietocarrizosa, Ferrero DU & Uria 5, Demarest 2, Stocche Forbes Advogados 6, Cescon, Barrieu, Flesch & Barreto Advogados 5, Lobo de Rizzo Advogados 2, The legal advisor league tables by value and volume have been run from 1/1/217 to the 12/31/217 and include lapsed and withdrawn deals. The tables are based on advice to a Central and South American bidder, target or vendor. Excludes: Bahamas, Belize, Dominica, French Guyana, Guyana, Haiti, Puerto Rico, Saint Kitts, Surinam, Turks & Caicos, US Virgin Islands.

103 Reaching the summit is no small feat. 1,,, PAGES UPLOADED MERRILL DATASITE 41, + VIRTUAL DATA ROOM PROJECTS SECURED SINCE 23 This year, Merrill DataSite reached the 1 billion mark. That s 1 billion pages uploaded to our award-winning virtual data room since 24. Thousands of companies worldwide trust us to securely host their confidential information. Our single platform exists to support your rapidly changing needs. Contact us to see how we can help you with your next transaction. merrillcorp.com 31, + M&A TRANSACTIONS SINCE 23 2 TECHNOLOGY AWARDS IN THE PAST 8 YEARS 14 LANGUAGES SPOKEN Merrill Communications LLC. All rights reserved. FINANCIAL TRANSACTIONS & REPORTING MARKETING & COMMUNICATIONS FOR REGULATED INDUSTRY CUSTOMER CONTENT & COLLABORATION SOLUTIONS