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and. welcome you to our webcast: M&A Market Review . Introduction. Moderator : Mary Kathleen Flynn senior editor The Deal LLC. Expert Panel. Mark Brady global head of M&A William Blair & Co. LLC. Expert Panel. Richard Lawson managing director Huntsman Gay Global Capital LLC.

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welcome you to our webcast m a market review

and

welcome you to our webcast:

M&A Market Review

slide2

Introduction

Moderator:

Mary Kathleen Flynn

senior editor

The Deal LLC

slide3

Expert Panel

Mark Brady

global head of M&A William Blair & Co. LLC

slide4

Expert Panel

Richard Lawson

managing director

Huntsman Gay Global

Capital LLC

slide5

Expert Panel

John Jones Jr.

partner

Pepper Hamilton LLP

slide6

Expert Panel

Martyn Curragh

U.S. transaction services

leader

PricewaterhouseCoopers

slide7

Favorable fundamentals led to strong M&A activity in first-half 2011, followed by decline in Q3 run rate

  • Relatively modest increase in deal volume
  • Significant increase in deal value
slide8

Megadeal activity fueled by corporate or strategic acquirers

  • Increase in deal size driven by PE buyers
  • Corporate divestitures continue to be key component of dealflow
slide9

Average deal value

369

340

301

242

229

233

$ Millions

Source: Thomson Reuters/PricewaterhouseCoopers

slide10

Deal volume

12,069

11,368

10,072

8,098

8,684

8,739

Source: Thomson Reuters/PricewaterhouseCoopers

slide11

Pressures coming to bear on M&A

  • Continuing economic downturn
  • Private equity fundraising cycle
  • Supply vs. demand
  • Debt markets
slide12

Trends in M&A

  • Vendor due diligence (quality-of-earnings reports, environmental reports)
  • Third-party commercial due diligence
slide13

AUDIENCE POLL QUESTION

How will M&A activity in 2012 compare to 2011?

A) A slightly higher level of activity

B) A slightly lower level of activity

C) A large increase in activity

D) A large decrease in activity

E) The level will remain largely the same

slide14

Reasons many auctions are failing

  • Due to tightening of lending markets in second-half 2011,

buyers are finding they can’t find financing

  • Some buyers are walking away because prices are too high,

particularly in light of return objectives

slide15

More strategic deals vs. private equity

  • Well-capitalized companies secure financing
  • Significant cash reserves
  • Credit increasingly more available
slide16

Two major reasons for dramatic

upward pricing trend

  • Excess of cash on balance sheets of strategics
  • Significant capital overhang—nearly half-a-trillion dollars
slide18

AUDIENCE POLLING QUESTION

What sector will see the greatest level of activity

in 2012?

A) Healthcare

B) Energy

C) TechnologyD) Real estate

E) Consumer and retail

F) Industrials

G) Other

slide19

Sector spotlight: Healthcare

most-active sectors

  • Long-term care
  • Medical devices
  • Hospital and pharma
  • Physician practices
slide25

THE DEAL WEBCAST SERIESUpcoming Event

Brought to you by The Deal LLC and Conway MacKenzie, this complimentary event, “Bankruptcy and Restructuring Outlook,”on Thursday,Nov. 3, at 2 p.m. ET looks at the biggest trends in the sector. The discussion will include experts Harvey Miller of Weil Gotshal, co-founder of Conway MacKenzie Don MacKenzie and Tiffany Kosch of HIG Capital.

slide26

and

thank you for joining our webcast.

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