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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 l.jpg

and

welcome you to our webcast:

M&A Market Review


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Introduction

Moderator:

Mary Kathleen Flynn

senior editor

The Deal LLC


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Expert Panel

Mark Brady

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


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Expert Panel

Richard Lawson

managing director

Huntsman Gay Global

Capital LLC


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Expert Panel

John Jones Jr.

partner

Pepper Hamilton LLP


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Expert Panel

Martyn Curragh

U.S. transaction services

leader

PricewaterhouseCoopers


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Average deal value first-half 2011, followed by decline in Q3 run rate

369

340

301

242

229

233

$ Millions

Source: Thomson Reuters/PricewaterhouseCoopers


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Deal volume first-half 2011, followed by decline in Q3 run rate

12,069

11,368

10,072

8,098

8,684

8,739

Source: Thomson Reuters/PricewaterhouseCoopers


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  • Pressures coming to bear on M&A first-half 2011, followed by decline in Q3 run rate

  • Continuing economic downturn

  • Private equity fundraising cycle

  • Supply vs. demand

  • Debt markets


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Trends in M&A first-half 2011, followed by decline in Q3 run rate

  • Vendor due diligence (quality-of-earnings reports, environmental reports)

  • Third-party commercial due diligence


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AUDIENCE POLL QUESTION first-half 2011, followed by decline in Q3 run rate

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


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Reasons many auctions are failing first-half 2011, followed by decline in Q3 run rate

  • 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


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More strategic deals vs. private equity first-half 2011, followed by decline in Q3 run rate

  • Well-capitalized companies secure financing

  • Significant cash reserves

  • Credit increasingly more available


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Two major reasons for dramatic first-half 2011, followed by decline in Q3 run rate

upward pricing trend

  • Excess of cash on balance sheets of strategics

  • Significant capital overhang—nearly half-a-trillion dollars


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Lower midmarket vs. upper midmarket first-half 2011, followed by decline in Q3 run rate


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AUDIENCE POLLING QUESTION first-half 2011, followed by decline in Q3 run rate

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


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Sector spotlight: Healthcare first-half 2011, followed by decline in Q3 run rate

most-active sectors

  • Long-term care

  • Medical devices

  • Hospital and pharma

  • Physician practices


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Deficit reduction plan and its effect on M&A first-half 2011, followed by decline in Q3 run rate


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The impact of 2012 elections on M&A first-half 2011, followed by decline in Q3 run rate


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Near-term outlook first-half 2011, followed by decline in Q3 run rate


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AUDIENCE Q&A first-half 2011, followed by decline in Q3 run rate


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THE DEAL WEBCAST SERIES first-half 2011, followed by decline in Q3 run rateUpcoming 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.


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and first-half 2011, followed by decline in Q3 run rate

thank you for joining our webcast.