An Acuris Company. An Acuris report on global M&A activity. March 2018 Monthly M&A Insider. mergermarket.com

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1 An Acuris Company An Acuris report on global M&A activity March 2018 Monthly M&A Insider

2 2 Contents An Acuris report on global M&A activity Contents Global Overview 4 US & Canada 12 Central & South America 19 Europe 26 Middle East and Africa 33 Asia-Pacific (excluding Japan) 40 Japan 47

3 3 Welcome Welcome from Merrill Corporation The Monthly M&A Insider explores the global M&A market with respect to the numbers, movements, and trends, as well as revealing the top financial and legal advisors globally and across six regions (North America, Central and South America, Europe, Middle East and Africa, Asia-Pacific, and Japan). s M&A activity saw value totals comparable to the same month last year, but from far fewer deals. Overall, there were 914 deals worth 183.7bn a 1.4% fall in value, but a 35.5% decline in volume year-on-year (1,419 deals worth 186.4bn). Meanwhile, global cross-border deals in saw a 34% drop versus the same period in, with a total value of 57.9bn. Domestic deals, however, saw an 18.1% surge worth 125.8bn. The most active sector globally was Energy, Mining & Utilities with 80 deals worth 29.5bn, accounting for 15.9% of market share by value. This was closely followed by the Consumer sector, which earned 14.9% of global market share by value through 96 deals worth 27.5bn. The two largest deals for the month occurred in the fifth-ranked Technology, Media and Telecommunications sector. Denmark s DK Telekommunikation, backed by a consortium comprised of pension funds PFA, PKA, and ATP as well as Macquarie Infrastructure & Real Assets Europe, led the way with a 10.4bn takeover offer for TDC Group, a Denmarkbased and listed telecom provider. This was followed by aerospace and defense company General Dynamics acquiring US IT services company CSRA Inc. for 9.5bn. By region, North America achieved the largest market share by value (45.3%), with 311 deals worth 80.1bn. Europe contributed 28.2% to market share by value with 306 deals at 49.9bn. However, both were down on deal value and volume when compared to. But it was Asia Pacific (excluding Japan) that provided a shining example, posting the second-highest value on Mergermarket record (since 2001), with 210 deals worth 44.2bn. This allowed the region to account for 25% of global market share by value, and also represented an increase of 74.4% on value compared to the 25.4bn recorded in. This strong performance was fueled by the purchase of 69.23% stake (4.2bn) in HNA Group Finance by a consortium that included HNA Group, Hainan Airlines Commercial Holdings, Haikou Meilan International Airport Company Limited, and HNA Technology Group. Private equity continues to post a strong performance with 409 buyout deals worth 68.5bn occurring through this year. This represents an increase of 68.3% in value and 24.3% in volume compared to the same period last year. Backed by an exceptionally strong performance in, these early indications, with large deals such as Blackstone s 20bn buyout of a 55% stake in Thomson Reuters Financial and Risk Unit, suggest another boom year may be in store for PE. Sincerely, Donald Davis Vice President, Advisor Sales Donald Davis Vice President, Advisor Sales Merrill Corporation

4 4 Global Overview Part of the Acuris report on global M&A activity Global Overview

5 5 Global Overview Global Overview As we enter the third month of 2018, the disparity between value and volume in global dealmaking is, once again, the major M&A story. saw 914 deals valued at 183.7bn a drop of only 1.4% in value but a fall of 35.5% in volume on s tally (186.4bn, 1,419 deals). Regionally, North America contributed the largest market share of value (45.3%) to the global tally, with 311 deals worth 80.1bn. Contributing to this was the month s second-largest deal, when US aerospace and defense company General Dynamics Corporation purchased CSRA Inc. for 9.5bn. This merger creates the second-largest government IT and professional services player in the industry. Europe contributed 28.2% to global market share by value with 306 deals at 49.9bn. However, both were down in terms of deal value and volume when compared to. The month s largest transaction was from Europe: the 10.4bn takeover bid by Denmark s DK Telekommunikation, a company controlled by a consortium comprising three Danish pension funds and Australia s Macquarie Infrastructure and Real Assets, for Denmark s largest telecommunications company, TDC A/S. The telecoms firm rejected the first bid from the consortium earlier in the month, and then announced its own takeover of Sweden s Modern Times Group, which it later withdrew. It was a slow month across the majority of regions. Out of all regional volume and value statistics in 2018, only deal value in Asia (excluding Japan) and deal count in Central and South America increased when compared with. Energy, Mining & Utilities was the best performing sector with 80 deals worth 29.5bn, accounting for 16.1% of market share by value. This was closely followed by the Consumer sector, bringing in 14.9% of market share through 96 deals worth 27.4bn. In January 2018, we noted that the consumer industry bucked the general decline in, and as we reach the third month of 2018 it appears to continue to grow in strength. There were two Consumer deals in the top 10 deals for the month globally the purchase of Blue Buffalo Pet Products by US food company General Mills for 7.9bn, and US grocery giant Albertsons acquisition of the remaining 2,500 stores owned by US drugstore chain Rite Aid that were not transferred to Walgreens in an earlier deal executed in September. Business Services placed third overall by value for the month thanks to 119 deals worth 22bn, representing 12% of global market share by value. The sector witnessed the fourth-largest deal by value globally this month, as US insurance firm WMIH Corp. announced its 6.4bn bid to merge with Dallas-based mortgage company Nationstar Mortgage Holdings. The overall drop in global deal activity was most acutely illustrated in cross-border transactions, which experienced a 34% drop on the same time in the previous year, with a deal value of 57.9bn. Conversely, domestic deals saw an 18.1% value surge with 125.8bn in deals. For the year to date, private equity activity has tallied 409 buyout deals, valued at 68.5bn an increase of 68.3% in value and 24.3% in volume. Exit activity has also risen in value when compared to the same period in. So far, 2018 has seen 51.2bn-worth of exits (an increase of 8.47%) across 294 deals (down by 2.64%). Further information Get in touch or read more Kate Jenkinson Philip Segal

6 6 Global Overview 914 deals valued at 183.7bn, down 1.4% by value with 505 fewer deals compared to 1,419 deals worth 186.4bn in. Top Financial Advisor Morgan Stanley ranked first with 20 deals worth 29.8bn, down 54% in value with 3 fewer deals compared to 23 deals worth 65bn in. Top Sector Energy, Mining & Utilities saw 80 deals valued at 29.5bn, down 31.5% by value with 38 fewer deals compared to 118 deals worth 40bn in. Top Legal Advisor Debevoise & Plimpton ranked first with 5 deals worth 17.6bn, up 215% in value with 3 fewer deals compared to 2 deals worth 5.6bn in. Mergermarket.com

7 7 Global Overview Global M&A trend Global Private Equity trend 4,000 20, ,500 3,500 1, ,000 16, ,000 3,000 (bn) 2,500 2,000 1,500 1, , , YTD ,000 12,000 10,000 8,000 6,000 4,000 2,000 0 Number of deals (bn) YTD ,500 2,000 1,500 1, Number of deals Q1 value Q3 value Volume Buyout value Buyout volume Q2 value Q4 value Exit value Exit volume

8 8 Global Overview Regional Trends Energy, Mining & Utilities : 29.5bn Number of deals: 80 Market share: 16.1% North America 80.1bn 311 deals 45.3% C&S America 4.9bn 38 deals 2.8% Asia-Pacific (excluding Japan) 44.2bn 210 deals 25% Consumer : 27.5bn Number of deals: 96 Market share: 14.9% Business Services : 22bn Number of deals: 119 Market share: 12% Industrials & Chemicals : 18bn Number of deals: 206 Market share: 9.8% Middle East and Africa 1.2bn 13 deals 0.7% Europe 49.9bn 306 deals 28.2% Japan 3.4bn 36 deals 1.9% Telecommunications : 15.1bn Number of deals: 9 Market share: 8.2% Domestic 125.8bn +18.1% Cross-border 57.9bn -34%

9 9 Global Overview Top deals Top 10 Announced Deals for 2018 (m) Deal details Advisor details Announcement date Target Bidder Dominant sector Sell-side Buy-side 10, Feb-18 TDC A/S DK Telekommunikation A/S TMT FA: LionTree Advisors; and Morgan Stanley LA: Kromann Reumert 9, Feb-18 CSRA Inc General Dynamics Corporation TMT FA: Evercore; and Macquarie Group LA: Paul Weiss Rifkind Wharton & Garrison; Alston & Bird (Advising FA: Macquarie Group); and Debevoise & Plimpton (Advising FA: Evercore) 7, Feb-18 Blue Buffalo Pet Products Inc General Mills Inc Consumer FA: Centerview Partners; and JPMorgan LA: Simpson Thacher & Bartlett 6, Feb-18 Nationstar Mortgage Holdings Inc WMIH Corp Business Services FA: Citi; Houlihan Lokey; Morgan Stanley; and PJT Partners LA: Davis Polk & Wardell; Debevoise & Plimpton; and Cravath, Swaine & Moore 5, Feb-18 Rite Aid Corporation Albertsons Companies Inc Consumer FA: Citi LA: Skadden Arps Slate Meagher & Flom; and White & Case (Advising FA: Citi) 4, Feb-18 Gas Natural Fenosa (20.07% stake) 4, Feb-18 Canadian Real Estate Investment Trust (CREIT) 4, Feb-18 Vebnet (Holdings) plc; and Standard Life Assurance Limited 3, Feb-18 Enel Generación Chile 40.02% stake) CVC Capital Partners Limited; Corporacion Financiera Alba SA Choice Properties Real Estate Investment Trust Energy, Mining & Utilities Real Estate FA: RBC Capital Markets LA: Blake, Cassels & Graydon Phoenix Group Holdings Limited Financial Services FA: Fenchurch Advisory Partners; and JPMorgan Cazenove Enel Chile SA Energy, Mining & Utilities 3,022 7-Feb-18 Saeta Yield SA TerraForm Power, Inc. Energy, Mining & Utilities FA: Barclays; and Nordea LA: Baker McKenzie; Clifford Chance; and Plesner FA: Stone Key Partners LA: Jenner & Block FA: Goldman Sachs & Co LA: Cleary Gottlieb Steen & Hamilton FA: KKR Capital Markets; and Stifel/KBW LA: Akin Gump Strauss Hauer & Feld; and Simpson Thacher & Bartlett FA: Bank of America Merrill Lynch; Credit Suisse; and Goldman Sachs & Co LA: Schulte Roth & Zabel; Cahill Gordon & Reindel (Advising FA: Bank of America Merrill Lynch); Credit Suisse; and Goldman Sachs & Co LA: Garrigues; and Perez Llorca FA: TD Securities Inc LA: Torys FA: Bank of America Merrill Lynch; and HSBC LA: Skadden Arps Slate Meagher & Flom; and Hogan Lovells International (Advising Debt Provider: Royal Bank of Scotland Group) FA: Mediobanca LA: Carey y Cia; and Winston & Strawn

10 10 Global Overview League tables Top 10 Financial Advisors - Ranking Company name Deal count % change 1 1 Morgan Stanley 29, , % 2 3 Goldman Sachs & Co 28, , % 3 10 Citi 21, , % 4 5 JPMorgan 20, , % 5 4 Barclays 18, , % 6 18 Evercore 17, , % 7 11 Credit Suisse 14, , % 8 2 Bank of America Merrill Lynch 13, , % 9 55 LionTree Advisors 13, ,426.8% Nordea 10, ,724.8% Top 10 Financial Advisors - Volume Ranking Company name Deal count Deal count Deal count change 1 6 Morgan Stanley 29, Citi 21, Goldman Sachs & Co 28, Barclays 18, Rothschild 3, JPMorgan 20, Evercore 17, Bank of America Merrill Lynch 13, Deloitte PwC Top 10 Legal Advisors - Ranking Company name Deal count % change 1 26 Debevoise & Plimpton 17, , % 2 5 Skadden Arps Slate Meagher & Flom 15, , % 3 7 Simpson Thacher & Bartlett 15, , % 4 29 Baker McKenzie 13, , % Kromann Reumert 13, Davis Polk & Wardwell 12, , % 7 6 Clifford Chance 12, , % 8 13 Paul Weiss Rifkind Wharton & Garrison 10, , % Plesner 10, ,870.0% 10 1 Cleary Gottlieb Steen & Hamilton 10, , % Top 10 Legal Advisors - Volume Ranking Company name Deal count Deal count Deal count change 1 1 Latham & Watkins 9, Kirkland & Ellis 3, Baker McKenzie 13, Jones Day 3, Weil Gotshal & Manges 8, Goodwin Procter 2, Squire Patton Boggs Paul Weiss Rifkind Wharton & Garrison 10, Allen & Overy 2, Wilson Sonsini Goodrich & Rosati 2,

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12 12 US & Canada Part of the Acuris report on global M&A activity US & Canada

13 13 US & Canada US & Canada After an unspectacular if solid, the M&A market in the US and Canada continues to flounder value and volume both fell when compared to the same period in. saw 308 deals valued at 77.7bn, representing a drop of 12.7% in value and 38.4% in volume compared to the same month in (89bn, 500 deals). In value terms, US deals made up 87.3% of the region s market share, with 281 deals worth U$67.8bn. In Canada, there were 27 deals valued at 9.9bn, a decline in volume but a rise in value year-on-year (YoY). Four of the top five deals this month came out of the US Business Services or Consumer sectors. The month s top deal for the North American region was in Business Services: US aerospace and defense company General Dynamics s 9.5bn purchase of IT services company CSRA Inc. This transaction boosts General Dynamics to the second-largest government IT and professional services player in the industry (just behind Virginia-based engineering firm Leidos), with 9.9bn in revenue. Indeed, Business Services was this month s top sector overall with 47 deals worth 19.3bn a 161.8% rise in value on the same period in, but through 26 fewer deals. There were two Business Services deals in the region s top five this month the aforementioned General Dynamics deal as well as the announcement of US insurance firm WMIH s 6.4bn bid for Dallas-based Nationstar Mortgage Holdings, the largest non-bank service provider in the US. It comes as little surprise that Consumer ranked second among sectors as the steady growth in the US economy continues to drive consumer spending. In, Consumer M&A reached a total value of 311.6bn, a 109% increase from 149.1bn in. Dealmakers anticipate this deal confidence to continue in the sector through 2018 as the economy improves further, and indeed three of the top 10 deals of the month were from this sector. The top deal in the Consumer sector for saw US food company General Mills acquire Blue Buffalo Pet Products for 7.9bn. Meanwhile, US grocery chain Albertsons acquired drugstore chain Rite Aid for 5.5bn, and UK-based Euro Garages acquired US convenience store business Kroger Co for 2.1bn. Canada s sole top-five deal was the 4.5bn purchase of Canadian Real Estate Investment Trust (CREIT) by Choice Properties Real Estate Insurance Trust. Domestic deals in the US and Canada enjoyed a 21.6% increase YoY with 62.8bn worth of transactions. Inbound and outbound deals took a dive, however, down 51.8% and 37.8% with 13.5bn and 13.8bn worth of deals respectively. Following a banner year in, private equity continued its positive streak with 173 buyouts worth 40.5bn in 2018 so far an increase of 34% in volume and 180% in value versus the same period in. Exit activity is also improved versus the same period last year with 151 exits worth 32.2bn an increase of 3.4% and 8.4% respectively. While dealmaking has been somewhat muted at the start of 2018, business-friendly reforms by the Trump regime could spur the market back into action. In addition to December s corporate tax cuts, a bipartisan effort to update the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act to raise the bank oversight threshold to 250bn could boost deal confidence in the Financial Services sector. Further information Get in touch or read more Kate Jenkinson Aram Hovsepian

14 14 US & Canada 308 deals valued at 77.7bn, down 12.7% by value with 192 fewer deals compared to 500 deals worth 89bn in. Top Financial Advisor Goldman Sachs & Co ranked first with 16 deals worth 28.8bn, down 10.6% in value with 6 fewer deals compared to 22 deals worth 32.2bn in. Top Sector Business Services saw 47 deals valued at 19.3bn, up 161.8% by value with 26 fewer deals compared to 73 deals worth 7.4bn in. Top Legal Advisor Debevoise & Plimpton ranked first with 5 deals worth 17.6bn, up 215.1% in value with 3 more deals compared to 2 deals worth 5.6bn in. Mergermarket.com

15 15 US & Canada US & Canada M&A trend US & Canada Private Equity trend 2,000 7, ,400 1,800 1, , ,200 1,400 5,000 1,000 (bn) 1,200 1, ,000 3,000 Number of deals (bn) Number of deals , YTD , YTD Q1 value Q3 value Volume Buyout value Buyout volume Q2 value Q4 value Exit value Exit volume

16 16 US & Canada Regional Trends Business Services : 19.3bn Number of deals: 47 Market share: 24.8% US 67.8bn 281 deals 87.3% Canada 9.9bn 27 deals 12.7% Consumer : 16.8bn Number of deals: 23 Market share: 21.7% Energy, Mining & Utilities : 12.1bn Number of deals: 35 Market share: 15.5% Industrials & Chemicals : 6.5bn Number of deals: 59 Market share: 8.4% Technology : 5.8bn Number of deals: 56 Market share: 7.5% Domestic 62.9bn +21.6% Inbound 13.6bn -51.8% Outbound 13.8bn -37.8%

17 17 US & Canada Top deals Top 10 Announced Deals for 2018 (m) Deal details Advisor details Announcement date Target Bidder Dominant sector Sell-side Buy-side 9, Feb-18 CSRA Inc General Dynamics Corporation Business Services FA: Evercore Inc; and Macquarie Group LA: Paul Weiss Rifkind Wharton & Garrison (Advising FA: Alston & Bird); and Debevoise & Plimpton 7, Feb-18 Blue Buffalo Pet Products Inc General Mills Inc Consumer FA: Centerview Partners; and JPMorgan LA: Simpson Thacher & Bartlett 6, Feb-18 Nationstar Mortgage Holdings Inc WMIH Corp Business Services FA: Citi; Houlihan Lokey; Morgan Stanley; and PJT Partners LA: Cravath Swaine & Moore; Davis Polk & Wardwell; and Debevoise & Plimpton 5, Feb-18 Rite Aid Corporation Albertsons Companies Inc Consumer FA: Citi LA: Skadden Arps Slate Meagher & Flom (Advising FA: White & Case) 4, Feb-18 Canadian Real Estate Investment Trust (CREIT) Choice Properties Real Estate Investment Trust Real Estate FA: RBC Capital Markets LA: Blake, Cassels & Graydon 2, Feb-18 A. Schulman Inc LyondellBasell Industries NV Industrials & Chemicals FA: Citi LA: Skadden Arps Slate Meagher & Flom 2,150 5-Feb-18 The Kroger Co (Convenience store business) Euro Garages Limited Consumer FA: Goldman Sachs & Co LA: Weil Gotshal & Manges 1, Feb-18 Flatiron Health Inc (87.4% stake) Roche Holding AG Technology FA: Allen & Company LA: Wilson Sonsini Goodrich & Rosati 1,655 5-Feb-18 8point3 Energy Partners LP Capital Dynamics AG Energy, Mining & Utilities FA: Bank of America Merrill Lynch; Evercore; and Goldman Sachs & Co LA: Baker Botts; Richards Layton & Finger; and Skadden Arps Slate Meagher & Flom (Advising FA: Sullivan & Cromwell) 1,375 7-Feb-18 NRG Yield Inc (46% stake); and NRG Energy Inc (Renewable energy development and operations platform) Global Infrastructure Partners Energy, Mining & Utilities FA: Barclays; Citi; Goldman Sachs & Co; JPMorgan; and Morgan Stanley LA: Jones Day; and Sullivan & Cromwell (Advising FA: White & Case) FA: Stone Key Partners LA: Jenner & Block FA: Goldman Sachs & Co LA: Cleary Gottlieb Steen & Hamilton FA: KKR Capital Markets; and Stifel/KBW LA: Akin Gump Strauss Hauer & Feld; and Simpson Thacher & Bartlett FA: Bank of America Merrill Lynch; Credit Suisse; and Goldman Sachs & Co LA: Schulte Roth & Zabel (Advising FA: Cahill Gordon & Reindel) FA: TD Securities LA: Torys FA: Dyal Co; and JPMorgan LA: Shearman & Sterling FA: Bank of America Merrill Lynch; Barclays; and Morgan Stanley LA: Allen & Overy LA: Davis Polk & Wardwell LA: Amis Patel & Brewer LA: Amis Patel & Brewer

18 18 US & Canada League tables Top 10 Financial Advisors - Ranking Company name Deal count % change 1 2 Goldman Sachs & Co 28, , % 2 10 Citi 19, , % 3 14 Evercore 17, , % 4 5 JPMorgan 16, , % 5 1 Morgan Stanley 13, , % 6 9 Credit Suisse 10, , % 7 24 Macquarie Group 9, , % 8 - Stone Key Partners 9, RBC Capital Markets 9, , % 10 3 Bank of America Merrill Lynch 8, , % Top 10 Financial Advisors - Volume Ranking Company name Deal count Deal count Deal count change 1 1 Goldman Sachs & Co 28, Evercore 17, Morgan Stanley 13, Citi 19, Barclays 7, JPMorgan 16, RBC Capital Markets 9, Jefferies 1, Bank of America Merrill Lynch 8, Credit Suisse 10, Top 10 Legal Advisors - Ranking Company name Deal count % change 1 23 Debevoise & Plimpton 17, , % 2 6 Simpson Thacher & Bartlett 15, , % 3 11 Paul Weiss Rifkind Wharton & Garrison 10, , % 4 3 Davis Polk & Wardwell 10, , % 5= 82 Alston & Bird 9, ,356.3% 5= 158 Jenner & Block 9, ,611.2% 7 4 Skadden Arps Slate Meagher & Flom 9, , % 8 14 Latham & Watkins 9, , % 9 15 Weil Gotshal & Manges 8, , % 10 1 Cleary Gottlieb Steen & Hamilton 7, , % Top 10 Legal Advisors - Volume Ranking Company name Deal count Deal count Deal count change 1 2 Latham & Watkins 9, Kirkland & Ellis 3, Jones Day 3, Weil Gotshal & Manges 8, Goodwin Procter 2, Wilson Sonsini Goodrich & Rosati 2, Paul Weiss Rifkind Wharton & Garrison 10, Sullivan & Cromwell 5, Morgan Lewis & Bockius Cooley 1,

19 19 C&S America Part of the Acuris report on global M&A activity Central & South America

20 20 C&S America C&S America After a strong finish to, Central and South American M&A activity saw a decline in value during 2018 compared to the same period in. With 38 deals valued at 4.9bn, the region experienced a 28.2% year-on-year drop in value despite a very slight increase in volume (37 deals in ). Political uncertainty is expected to increase market volatility and reduce deal activity in 2018 as voters prepare to go to the polls for presidential elections in Brazil, Mexico, and Columbia, and businesses hold fire on transactions. Brazil usually the strongest performer in the region, and currently enjoying low interest rates and low inflation contributed only 11.6% to market share in value this month. The country made 20 deals worth 577m an increase in volume, but a decrease in value on the same period in. Four of the top 10 deals involved Brazilian targets, the largest of which was the fifth-ranked Kinross Brasil Mineracao s 254m purchase of Gerdau SA s Barra dos Coqueiros hydroelectric power plant. Argentina was the only country in the region to enjoy an increase in both deal value and volume, with six deals worth 715.5m, representing 14.5% of regional market share by value for the month. Two of the top five deals for the region involved Argentinian targets. The largest of which was Zurich Insurance Group s 409m purchase of QBE Insurance Group Limited s Latin America operations in Argentina. This deal helped to boost Financial Services to the second-ranked sector for the period, also aided by the 1.7bn purchase of Wells Fargo and Company s auto finance business in Puerto Rico by Banco Popular de Puerto Rico. Chile was the region s top-performing country in, witnessing only two deals (one with undisclosed value) with a value of 3.3bn and contributing 65.8% to market share value. The one disclosed deal was the region s largest and came from in the Energy, Mining & Utilities (EMU) sector, where Enel Chile purchased shares in its subsidiary, and largest electricity generator and provider in the country, Enel Generacion Chile, for 3.2bn. EMU was the top-ranked sector for the month, with six deals valued at 3.8bn, up 1,038% by value with one fewer deal, compared to seven deals worth 336m in. Alongside the Enel Chile deal, there were two other EMU transactions in the top five for the month: GE Energy Financial Services 275m bid for a 24.99% stake in Argentina s YFP Energia Electrica SA was ranked fourth, and the aforementioned Kinross Brasil Mineracao s hydroelectric power plant acquisition. Private equity activity is off to a slow start in the region, with some nine buyouts valued at 278.2m a 9.6% decline in value on the same period in when there were seven PE deals year-to-date in the region worth a total of 308m. When compared to, domestic, inbound, and outbound deal values all dropped. Domestic M&A brought in 3.7m in deals (down 23%) while inbound deals brought in 1.3m (down 65.8% on the previous year) and zero outbound deals. Further information Get in touch or read more Kate Jenkinson Jonathan DelCegno

21 21 C&S America 38 deals valued at 4.9bn, down 28.2% by value with 1 more deal compared to 37 deals worth 6.9bn in. Top Financial Advisor Mediobanca SpA ranked first with 1 deal worth 3.2bn, compared to 0 deals in. Top Sector Energy, Mining & Utilities saw 6 deals valued at 3.8bn, up 1,038% by value with 1 fewer deal compared to 7 deals worth 336m in. Top Legal Advisor Carey y Cia and Winston & Strawn each ranked first with 1 deal worth 3.2bn. Mergermarket.com

22 22 C&S America C&S America M&A trend C&S America Private Equity trend (bn) Number of deals (bn) Number of deals YTD YTD Q1 value Q3 value Volume Buyout value Buyout volume Q2 value Q4 value Exit value Exit volume

23 23 C&S America Regional Trends Energy, Mining & Utilities : 3.8bn Number of deals: 6 Market share: 77.1% Chile 3.3bn 2 deals 65.8% Colombia 105m 1 deal 2.1% Brazil 577m 20 deals 11.6% Financial Services : 409m Number of deals: 1 Market share: 8.2% Telecommunications : 227m Number of deals: 1 Market share: 4.6% Transportation : 188.9m Number of deals: 3 Market share: 3.8% Domestic 3.7bn -23% Argentina 715.5m 6 deals 14.4% Peru 38m 3 deals 0.8% Business Services : 113.1m Number of deals: 5 Market share: 2.3% Inbound 1.3bn -65.8% Outbound - -

24 24 C&S America Top deals Top 10 Announced Deals for 2018 (m) Deal details Advisor details Announcement date Target Bidder Dominant sector Sell-side Buy-side 3, Feb-18 Enel Generacion Chile Enel Chile SA Energy, Mining & Utilities 1, Feb-18 Wells Fargo & Company (Auto finance business in Puerto Rico) Feb-18 QBE Insurance Group Limited (Latin America operations) Feb-18 YPF Energia Electrica SA (24.99% stake) Feb-18 Gerdau SA (Barra dos Coqueiros hydroelectric power plant) Banco Popular de Puerto Rico Financial Services Zurich Insurance Group Financial Services GE Energy Financial Services Energy, Mining & Utilities FA: Lazard Kinross Brasil Mineracao Energy, Mining & Utilities FA: Credit Suisse LA: Lino, Beraldi, Belluzzo e Caminati Advogados Feb-18 Cabletica (80% stake) Liberty Latin America Telecommunications FA: LionTree Advisors Feb-18 Concessionaria de Rodovias Minas Gerais Goias SA Feb-18 RAPPI S.A.S. (Undisclosed minority stake) EcoRodovias Infraestrutura e Logistica Transportation Delivery Hero Internet, ecommerce FA: Banco BTG Pactual LA: Cescon, Barrieu, Flesch & Barreto Advogados Feb-18 Faculdade da Serra Gaucha Universidade Cruzeiro do Sul Services (other) FA: Banco BTG Pactual LA: Lobo de Rizzo Advogados Feb-18 Guide Investimento SA Corretora de Valores (70% stake) Fosun International Financial Services FA: Mediobanca SpA LA: Winston & Strawn FA: JPMorgan LA: Machado Meyer Sendacz e Opice; and Demarest LA: Morrison & Foerster FA: Banco Itau BBA LA: Machado Meyer Sendacz e Opice

25 25 C&S America League tables Top 10 Financial Advisors - Ranking Company name Deal count % change 1 - Mediobanca SpA 3, JPMorgan Banco BTG Pactual SA , % 4 - Lazard = - Bank of America Merrill Lynch = 6 Credit Suisse , % 7 - LionTree Advisors LLC Banco Itau BBA SA % 9 17 Evercore Inc EY Top 10 Financial Advisors - Volume Ranking Company name Deal count Deal count Deal count change 1 3 Banco BTG Pactual SA = - Mediobanca SpA 3, = - JPMorgan = - Lazard = - Bank of America Merrill Lynch = 6 Credit Suisse = - LionTree Advisors LLC = 14 Banco Itau BBA SA = - Cornerstone Financial Advisors LLC = 17 Evercore Top 10 Legal Advisors - Ranking Company name Deal count % change 1= 1= Carey y Cia 3, ,725.0% 1= 1= Winston & Strawn LLP 3, = Machado Meyer Sendacz e Opice % 4 1= Shearman & Sterling LLP = 5= Dechert LLP = 5= Lino, Beraldi, Belluzzo e Caminati Advogados = 5= Pinheiro Neto Advogados % 8= 5= Cescon, Barrieu, Flesch & Barreto Advogados = 9 Demarest = Morrison & Foerster LLP Top 11 Legal Advisors - Volume Ranking Company name Deal count Deal count Deal count change 1 1 Machado Meyer Sendacz e Opice = 2= Carey y Cia 3, = 2= Winston & Strawn LLP 3, = 2= Shearman & Sterling LLP = 2= Dechert LLP = 6= Lino, Beraldi, Belluzzo e Caminati Advogados = 6= Pinheiro Neto Advogados = 6= Cescon, Barrieu, Flesch & Barreto Advogados = 6= Demarest = 10= Morrison & Foerster LLP = 10= Lobo de Rizzo Advogados

26 26 Europe Part of the Acuris report on global M&A activity Europe

27 27 Europe Europe With a steady flow of high-profile deals, the accumulated deal values in (49.9bn) remained similar to that recorded in January (50.7bn). However, with 306 deals logged, saw 182 fewer deals than January, which recorded 488 deals. The number of deals announced represents the lowest number of European deals recorded in a month since September 2009 (296 deals, 28.8bn). The European M&A landscape shows signs of dealmakers treading water as political uncertainty continues to disrupt activity. However, time will tell if the new political outlook in Italy will cause longer-term anxiety and further upset to the Eurozone. The newly formed coalition government in Germany might prove beneficial for Europe, indicating to the world that the political situation is once again stable. Germany has had a slow start to the year, only recording 105 deals worth 1.3bn so far. The 28 deals worth 143m that were recorded in represented a significant decrease from December values, which saw 5.7bn spread out over 80 deals. Over 60% of the total deal value in targeted only three countries, with the UK accounting for 23.8% of the total European deal value following 11.9bn being invested into the country. The UK was followed by Spain and Denmark, which saw 10.7bn and 10.6bn invested respectively. As with the deal value, the UK (75 deals), as usual, also saw the highest number of deals in Europe, raking in more than double the deals in Italy (30 deals), which came second. The largest deal in was that of ATP Groupe, Macquarie Infrastructure and Real Assets, PFA and PKA launching a public tender offer to acquire the Danish Telecommunication giant TDC AS. The tender offer priced each share of TDC at 8.28, equivalent to a deal value of 10.48bn, resulting in the second largest acquisition in Denmark on Mergermarket record (since 2001), only behind the 2005 acquisition of TDC, a deal valued at 13.9bn. A week before the offer was launched, TDC had agreed to acquire the Nordic Entertainment and Studio businesses from Modern Times Group MTG, however, subsequent to the tender offer being launched, TDC s board of directors withdrew their recommendation of the deal. The lion s share of the deals in Europe, by both value and count, came from intra-european M&A, which stood at 36.6bn across 249 deals, resulting in only 18.6% of deals in the region being conducted by foreign dealmakers (57 deals, 13.3bn). The vast majority of the foreign investment into Europe by value (96.5%) came from the US and China, which saw 11.4bn and 1.5bn respectively. This gives an indication that Chinese dealmakers are still willing to look towards Europe, despite restrictions imposed by Beijing in late Private equity activity continues to be strong in the region, with ample financing and dry-powder ready to deploy. The number of buyouts in Europe reached 69 deals in with a combined deal value of 10.3bn, a decline of 39 deals and 1.5bn from the same period last year, while there was an increase in accumulated deal value from January when only 2.4bn changed hands across 92 deals. The largest buyout in, the second largest deal of the month, was that of CVC and Corporacion Financiera Alba, who acquired a 20.07% stake in Gas Natural Fenosa for 4.7bn. The recent Italian election has seen populist parties seizing on the public s sense of frustration and is sure to cause worry among many dealmakers around Europe. While no party gained enough to form a majority ruling government, the effect of a new government might still be felt in the M&A market. The added political uncertainty, coupled with the stumbling macroeconomic situation, might prove difficult for Italy, which saw substantial growth in its M&A market last year. Further information Get in touch or read more Frederik Pedersen

28 28 Europe 306 deals valued at 49.9bn, down 7.5% by value with 182 fewer deals compared to 488 deals worth 53.9bn in. Top Financial Advisor Barclays ranked first with 7 deals worth 16.2bn, with 4 more deals compared to 3 deals worth 1.2bn in. Top Sector Telecommunications saw 3 deals valued at 12.8bn, up 10.6x by value with 1 fewer deal compared to 4 deals worth 1.2bn in. Top Legal Advisor Kromann Reumert ranked first with 4 deals worth 13.1bn, compared to 4 undisclosed deals in. Mergermarket.com

29 29 Europe Europe M&A trend Europe Private Equity trend 1,000 8, , , ,400 (bn) ,000 5,000 4,000 3,000 2,000 Number of deals (bn) ,200 1, Number of deals YTD , YTD Q1 value Q3 value Volume Buyout value Buyout volume Q2 value Q4 value Exit value Exit volume

30 30 Europe Regional Trends Telecommunications : 12.8bn Number of deals: 3 Market share: 25.7% United Kingdom 11.9bn 75 deals 23.8% Italy 4.3bn 30 deals 8.6% Denmark 10.6bn 14 deals 21.2% Energy, Mining & Utilities : 10bn Number of deals: 18 Market share: 20% Financial Services : 6bn Number of deals: 20 Market share: 12% Consumer : 5.3bn Number of deals: 45 Market share: 10.6% Spain 10.7bn 19 deals 21.4% Russia 3.6bn 12 deals 7.2% Media : 4.3bn Number of deals: 9 Market share: 8.5% Domestic 36.6bn +3.2% Inbound 13.3bn -28% Outbound 12.6bn -51.3%

31 31 Europe Top deals Top 10 Announced Deals for 2018 (m) Deal details Advisor details Announcement date Target Bidder Dominant sector Sell-side Buy-side 10, Feb-18 TDC AS (Denmark) DK Telekommunikation AS Telecommunications FA: LionTree Advisors; and Morgan Stanley LA: Kromann Reumert 4, Feb-18 Gas Natural Fenosa (20.07% stake) (Spain) CVC Capital Partners Limited; and Corporacion Financiera Alba SA 4, Feb-18 Vebnet (Holdings) plc; and Standard Life Assurance Limited (UK) Energy, Mining & Utilities Phoenix Group Holdings Limited Financial Services FA: Fenchurch Advisory Partners; and JPMorgan Cazenove 3,022 7-Feb-18 Saeta Yield SA (Spain) TerraForm Power Inc Energy, Mining & Utilities 2, Feb-18 Nuovo Trasporto Viaggiatori SpA (Italy) Global Infrastructure Partners Transportation FA: Barclays; Goldman Sachs & Co; and UniCredit Group LA: BonelliErede; and Chiomenti 2,561 1-Feb-18 Modern Times Group MTG AB (Nordic Entertainment and Studio businesses) (Sweden) TDC AS Media FA: Credit Suisse; and SEB LA: Accura; and Bech-Bruun; and Gernandt & Danielsson 2, Feb-18 Magnit OJSC (29.1% stake) (Russia) VTB Bank OAO Consumer 2, Feb-18 Interoute Communications Limited (UK) GTT Communications Inc Telecommunications FA: Jamieson Corporate Finance; Credit Suisse; and Evercore LA: Freshfields Bruckhaus Deringer; and Weil Gotshal & Manges 1, Feb-18 Fidessa Group Plc (UK) Temenos Group AG Technology FA: Jefferies; and Rothschild LA: Cleary Gottlieb Steen & Hamilton 1, Feb-18 Brack Capital Properties NV (Netherlands) Adler Real Estate AG Real Estate FA: Barclays; and Nordea LA: Baker McKenzie; Clifford Chance; and Plesner LA: Garrigues; and Perez-Llorca FA: Bank of America Merrill Lynch; and HSBC LA: Skadden Arps Slate Meagher & Flom FA: Mediobanca LA: Latham & Watkins FA: LionTree Advisors; and Morgan Stanley LA: Kromann Reumert; and Roschier FA: VTB Capital LA: Skadden Arps Slate Meagher & Flom LA: Goodwin Procter FA: Credit Suisse LA: Davis Polk & Wardwell FA: Kempen & Co LA: Freshfields Bruckhaus Deringer

32 32 Europe League tables Top 10 Financial Advisors - Ranking Company name Deal count % change 1 29 Barclays 16, ,158 1,296.0% 2 3 Morgan Stanley 16, , % 3 83 LionTree Advisors 13, ,800.0% 4 51 Nordea 10, ,724.8% 5 19 JPMorgan 9, , % 6 2 Goldman Sachs & Co 7, , % 7 1 Bank of America Merrill Lynch 6, , % 8 9 Credit Suisse 6, , % 9 8 Citi 6, , % Evercore 4, % Top 10 Financial Advisors - Volume Ranking Company name Deal count Deal count Deal count change 1 5 Rothschild 2, Deloitte PwC Citi 6, EY Barclays 16, Morgan Stanley 16, JPMorgan 9, Bank of America Merrill Lynch 6, Goldman Sachs & Co 7, Top 10 Legal Advisors - Ranking Company name Deal count % change Kromann Reumert 13, Clifford Chance 12, , % 3 28 Baker McKenzie 11, , % Plesner 10, ,870.0% 5 66 Skadden Arps Slate Meagher & Flom 10, , % 6 40 Weil Gotshal & Manges 6, , % 7 3 Freshfields Bruckhaus Deringer 6, , % 8= 35 Garrigues 4, , % 8= 118 Perez-Llorca 4, ,855.8% 10 8 Davis Polk & Wardwell 3, , % Top 10 Legal Advisors - Volume Ranking Company name Deal count Deal count Deal count change 1 11 Allen & Overy 2, Latham & Watkins 3, Baker McKenzie 11, Weil Gotshal & Manges 6, Freshfields Bruckhaus Deringer 6, Squire Patton Boggs Plesner 10, Skadden Arps Slate Meagher & Flom 10, CMS Bird & Bird

33 33 Middle East & Africa Part of the Acuris report on global M&A activity Middle East & Africa

34 34 Middle East & Africa Middle East & Africa M&A targeting the Middle East & Africa has started slowly this year with 34 deals worth 3.5bn, representing a decrease of 60.5% by value and 44 fewer deals compared to the same period last year, when 78 deals worth 8.7bn occurred. Although M&A has yet to pick up in the Middle East & Africa (MEA) region, some important deals were struck during. The largest was conducted by a consortium of Indian companies led by the Oil and Natural Gas Corporation (ONGC) which, through its subsidiary ONGC Videsh and Indian Oil Corporation and Bharat PetroResources, acquired a 10% stake worth 600m in the Lower Zakum concession from Abu Dhabi National Oil Company (ADNOC). The acquisition is in line with ADNOC strategy of selling non-controlling stakes on its concessions to capitalize on UAE s resources while also leveraging them to maintain close political and economic relationships with relevant countries. M&A activity in UAE has improved relative to the same period in with six deals announced between January and this year, amounting to 1.3bn. Inbound dealmaking into the MEA region has been relatively low so far this year, decreasing 60.2% by deal value with foreign countries only spending a total of 1.6bn on 21 deals, compared to the 4bn across 40 deals in YTD. Europe contributed the most transactions (13 deals, 323m) while Asian bidders, notably India with the 600m ADNOC and the 226m Union Cement Company transactions, has invested the most with 1.2bn across five deals. South Africa, typically one of the region s most active countries, has seen its YTD activity shrink 81.7% to 95m versus the same period last year, with volume declining from 18 deals to three as dealmakers continue to battle political uncertainty in the country. Regarding s top deals, the second largest deal came from Vodafone Group s 374m sale to Qatar Foundation of a 22.9% stake in the joint venture company they created, which in turn owns 45% of the listed Vodafone Qatar. The deal further extends the buoyant activity in Telecommunications from into This transaction ranks fifth in the last 12 months in respect to telecom transactions in MEA. YTD domestic activity in the region has recorded 13 deals worth 1.9bn, a 60.5% decrease from last year s 4.7bn spread across 38 deals. The most active country has been Israel with a 44% share, followed by UAE with 20.5%. Outbound activity also slowed down, decreasing its value by 66.1% compared to the same YTD period last year, to a total of 3.3bn. The most relevant transaction came from Saudi Arabia s Saudi Basic Industries Corporation, which struck a deal targeting a 24.99% stake in Switzerland-based Clariant for 2.5bn. Meanwhile, the firms from the UAE have invested 348m abroad spread across two deals targeting Russia and India. Looking at individual sectors, Energy, Mining & Utilities has been the largest contributor in terms of value with 56.5% of the total 3.5bn spread over seven deals so far this year. Pharma, Medical & Biotech follows with a 14% share, achieved through six deals, while Telecommunications amounted to a 10.8% share, corresponding to the Vodafone Qatar deal. Further information Get in touch or read more Mohamed Rais

35 35 Middle East & Africa 13 deals valued at 1.2bn, down 80% by value with 30 fewer deals compared to 43 deals worth 5.9bn in. Top Financial Advisor Kempen & Co ranked first with 1 deal worth 1.7bn, compared to 0 deals in. Top Sector Energy, Mining & Utilities saw 3 deals valued at 700m, down 36.6% by value with 9 fewer deals compared to 12 deals worth 1.1bn in. Top Legal Advisor Freshfields Bruckhaus Deringer ranked first with 1 deal worth 1.7bn, compared to 1 deal worth 48m in. Mergermarket.com

36 36 Middle East & Africa Middle East & Africa M&A trend Middle East & Africa Private Equity trend (bn) YTD Number of deals (bn) YTD Number of deals Q1 value Q3 value Volume Buyout value Buyout volume Q2 value Q4 value Exit value Exit volume

37 37 Middle East & Africa Regional Trends Energy, Mining & Utilities : 700m Number of deals: 3 Market share: 59% United Arab Emirates 600m 2 deals 50.5% Domestic 412.3m -82.8% Israel 73m 3 deals 6.1% Qatar 374m 1 deal 31.5% Ghana 100m 1 deal 8.4% South Africa 23m 1 deal 1.9% Telecommunications : 374.3m Number of deals: 1 Market share: 31.5% Industrials & Chemicals : 49m Number of deals: 3 Market share: 4.1% Technology : 46.8m Number of deals: 3 Market share: 3.9% Financial Services : 17m Number of deals: 2 Market share: 1.4% Inbound 774.8m -78.1% Outbound 581.8m -93.4%

38 38 Middle East & Africa Top deals Top 9 Announced Deals for 2018 (m) Deal details Advisor details Announcement date Target Bidder Dominant sector Sell-side Buy-side Feb-18 Abu Dhabi National Oil Company (Lower Zakum Off Shore Concession) (10% stake) (UAE) ONGC Videsh Limited; Indian Oil Corporation (IOC); and Bharat PetroResources Limited (India) Energy, Mining & Utilities Feb-18 Vodafone Qatar (22.95% stake) (Qatar) Qatar Foundation (Qatar) Telecommunications Feb-18 Deepwater Tano Cape Three Points block (50% stake) (Ghana) Feb-18 Sembcorp Siza Water Co Pty Ltd (73.4% stake); and Sembcorp Silulumanzi Pty Ltd (South Africa) Aker Energy AS (Norway) Energy, Mining & Utilities South African Water Works Pty Ltd (South Africa) Industrials & Chemicals Feb-18 Elbit Vision Systems Ltd (Israel) Uster Technologies AG (Switzerland) Industrials & Chemicals FA: BDO LA: Yigal Arnon & Co 24 7-Feb-18 Sigma Designs Israel SDI Ltd (Israel) Integrated Silicon Solution Inc (USA) Technology LA: Pillsbury Winthrop Shaw Pittman 23 9-Feb-18 XON Holdings Proprietary Limited (34.1% stake) (South Africa) NEC Corporation (Japan) Technology 21 4-Feb-18 IBR Ltd (Israel) Frutarom Industries Ltd (Israel) Industrials & Chemicals Feb-18 Tamweel Group (Egypt) Undisclosed bidder Financial Services Deal #10? FA: Rothschild LA: Homburger; and Meitar Liquornik Geva Leshem Tal LA: Wilson Sonsini Goodrich & Rosati; and Yigal Arnon & Co

39 39 Middle East & Africa League tables Top 7 Financial Advisors - Ranking Company name Deal count % change 1 - Kempen & Co 1, Rothschild % 3 19 JPMorgan , % 4 10 Lazard CBRE Group BDO % 7 1 Bank of America Merrill Lynch % Top 7 Financial Advisors - Volume Ranking Company name Deal count Deal count Deal count change 1 - Kempen & Co 1, Rothschild JPMorgan Lazard CBRE Group BDO Bank of America Merrill Lynch Top 10 Legal Advisors - Ranking Company name Deal count % change 1 33 Freshfields Bruckhaus Deringer 1, ,389.6% 2 - Morgan Lewis & Bockius Shardul Amarchand Mangaldas & Co Yigal Arnon & Co % 5 - Homburger Meitar Liquornik Geva Leshem Tal % 7 - Pillsbury Winthrop Shaw Pittman Wilson Sonsini Goodrich & Rosati % 9 - DSK Legal Bredin Prat Top 10 Legal Advisors - Volume Ranking Company name Deal count Deal count Deal count change 1 8 Yigal Arnon & Co Freshfields Bruckhaus Deringer 1, Morgan Lewis & Bockius Shardul Amarchand Mangaldas & Co Homburger Meitar Liquornik Geva Leshem Tal Pillsbury Winthrop Shaw Pittman Wilson Sonsini Goodrich & Rosati DSK Legal Bredin Prat

40 40 Asia-Pacific (excluding Japan) Part of the Acuris report on global M&A activity Asia-Pacific (excluding Japan)

41 41 Asia-Pacific (excluding Japan) Asia-Pacific (excluding Japan) Asia-Pacific (excluding Japan) recorded a lucrative value this year, hitting the second highest number on Mergermarket record (since 2001). The region saw 210 deals worth 44.2bn, up 74.4% on value compared to last s 25.4bn, while deal count dropped by 35 from 245 deals. The huge leap on value was secured by the regional top ten megadeals, which totaled 18.6bn, representing 52% of the month s total amount. Likewise, though deal count noted 43 fewer transactions, the regional M&A value from January- this year reached 95.1bn, up by 20.2% on value among 478 deals versus the same period last year (521 deals, 79.1bn). Technology replaced Energy, Mining & Utilities (EMU) to stand as s most attractive sector on value this year, marking a 4.6x increase on value and 13 more deals, reaching to 8bn and 41 deals compared to last (1.4bn, 28 deals). Meanwhile, Industrials & Chemicals was the most active sector in the past month by deal count (7.1bn, 43 deals), up 10.8% versus the same period last year (6.4bn, 45 deals). The 2.5bn acquisition of JD Logistics (China) by an investor group led by China Life Insurance helped Transportation fetch 5.7bn among seven deals this, an uptick of 3.9x by value compared to last (1.2bn, 11 deals). In the past month, Asia-Pacific (excluding Japan) outbound M&A witnessed 28 deals worth 4.1bn, up 65.6% on value compared to the same month last year (2.4bn, 36 deals). Driven in large part by the top 10 megadeals, some which were conducted intraregionally this, regional domestic M&A reached 40.3bn across 176 deals, up by 148.6% on value versus s 16.2bn (199 deals). Moreover, domestic Chinese deals contributed eight out of the top 10 intra-regional megadeals, accounting for 84.6% of total value, significantly larger than last year s 11.6%. Within Asia-Pacific (excluding Japan), China was once again the most targeted territory by global investors, reaching 32.3bn, which accounted 73% of the whole regional market share across 97 deals in 2018, up by 3.2x on value and 25 deals compared to last (7.6bn, 72 deals). Hong Kong was another region that witnessed both value and deal count increases in the past month (1.3bn, 11 deals), up 3.3x on value with four more deals versus the equivalent period in (292m, seven deals). In terms of private equity activity, Asia-Pacific (excluding Japan) buyouts in the past month hit the historical record (10.5bn, 27 deals) by value since Mergermarket started tracking deals in 2001, growing 195.1% on value compared to last s 3.5bn (33 deals). Meanwhile, PE exits in the region plummeted by 32.2% to 1.9bn across 15 deals in this year compared to the same period last year at 2.9bn (14 deals). Further information Get in touch or read more Jasmine Wu