Mergers & Acquisitions Market Update
First Quarter 2009
U.S. M&A Activity
M&A activity in the U.S. remained at depressed levels in the first quarter of 2009 relative to recent historical norms. U.S. deal volume declined by 4.2% from the fourth quarter of 2008, while aggregate deal value increased significantly (56%) over the same period. The increase in deal value was skewed succinctly upward by $105 billion related to two large pharmaceutical deals, Pfizer’s acquisition of Wyeth and Merck’s purchase of Schering-Plough. Excluding those two transactions, the average deal value for announced deals in the first quarter of 2009 was $37 million compared to $67 million in Q408. The average deal value in Q109 demonstrates the trend towards smaller deals making up a greater percentage of deal volume in the M&A markets for 2009. Although deals volumes are down significantly across all ranges of values, the chart below shows the dramatic decline in deals valued over $1 billion from 50 in Q108 to 16 in Q109. Additionally, the Q108 volume for deals larger than $1 billion was down 44% from the Q107 level of 90 deals. The key impediment to growing aggregate deal value and volume continues to be the lack of an efficient senior debt credit market. Potential acquirers considering the use of cash have to consider costs of debt that are double or triple what they were 18 months ago. Leveraged loans are typically being priced with LIBOR floors and original issue discounts of 400 to 500 basis points. The two leading industries by deal value were financial services and healthcare. The financial services sector globally has been driven largely by federal governments attempting to strengthen their financial system. According to Dealogic, governments globally have committed to invest $146 billion in banks and insurance companies in Q109. Healthcare was driven by large-scale consolidations in a steady and fragmented industry.
U.S. Annual M&A Activity
14,000 12,000
10,217 10,482
$1,750 $1,500
10,585
11,176
Disclosed Deal Value ($ billions)
10,000 Number of Deals 8,000 6,000 4,000 2,000 0 2004 2005 2006 2007 2008 Q1'08 Q1'09 Number of Deals Aggregate Deal Value
2,128 1,442
$1,250 $1,000 $750 $500 $250 $0
7,531
Source: Mergerstat
U.S. Quarterly M&A Activity
3,000 $500 $450 2,500 $400 Disclosed Deal Value ($ billions) $350 $300 1,500 $250 $200 1,000 $150 $100 $50 0 Q1'05 Q2'05 Q3'05 Q4'05 Q1'06 Q2'06 Q3'06 Q4'06 Q1'07 Q2'07 Q3'07 Q4'07 Q1'08 Q2'08 Q3'08 Q4'08 Q1'09 $0
2,000 Number of Deals
500
Source: Mergerstat
Number of Deals
Aggregate Deal Value
U.S. M&A Activity By Value
($ in billions) Over $1,000 $500 - $1,000 $250 - $500 $100 - $250 Less than $100 All Transactions Less Than $1,000 All Transactions Aggregate Deal Value 2003 137 116 184 382 2,650 3,332 8,593 $414 2004 199 142 246 409 2,851 3,648 10,217 $770 2005 240 164 248 469 2,993 3,874 10,482 $1,038 2006 285 198 303 502 2,844 3,847 11,176 $1,245 2007 286 203 281 430 2,586 3,500 10,585 $1,265 2008 150 102 151 282 1,628 2,163 7,531 $820 Q1'08 50 32 48 83 439 602 2,128 $189 Q1'09 16 17 22 29 216 284 1,442 $158 % Change QoQ (68.0% ) (46.9% ) (54.2% ) (65.1% ) (50.8% ) (52.8%) (32.2%) (16.7%)
Disclosure: KeyBanc Capital Markets is a trade name under which corporate and investment banking products and services of KeyCorp and its subsidiaries, KeyBanc Capital Markets Inc., Member NYSE/FINRA/SIPC, and KeyBank National Association (“KeyBank N.A.”), are marketed. Securities products and services are offered by KeyBanc Capital Markets Inc. and its licensed securities representatives, who may also be employees of KeyBank N.A.. Banking products and services are offered by KeyBank N.A.. This report was not issued by our research department. The information contained in this report has been obtained from sources deemed to be reliable but is not represented to be complete, and it should not be relied upon as such. This report does not purport to be a complete analysis of any security, issuer, or industry and is not an offer or a solicitation of an offer to buy or sell any securities. This report is prepared for general information purposes only and does not consider the specific investment objectives, financial situation and particular needs of any individual person or entity.
1
Mergers & Acquisitions Market Update
First Quarter 2009
U.S. M&A Valuation
Valuations in the first quarter of 2009, on an enterprise value / EBITDA basis, declined significantly versus average valuations recorded in the first quarter of 2008. EBITDA multiples across all deal size ranges in the middle market have declined by double digit percentages when compared with Q108. This is driven by two factors: limited leverage availability, and a greater number of distressed business deals. Many companies have seen EBITDA levels decline to a point where they are tripping leverage and fixed charge covenants. These companies have been forced to find expensive and dilutive capital alternatives, or where that is not possible, find a well-capitalized suitor. These sales, in combination with a pricey credit environment that decreases IRRs results in lower EBITDA multiples. Revenue multiples, conversely, have remained relatively consistent with historical multiples. In Q109, the average multiple was only 3% below Q108, and increased by almost 1% over the 2008 average.
Analysis of Deal Premiums
2004 1-Day Premium Average Median 5-Day Premium Average Median 30-Day Premium Average Median 19.9% 15.0% 22.7% 18.0% 27.9% 23.0% Premiums Analysis 2005 2006 20.2% 14.0% 21.5% 16.0% 27.0% 22.0% 23.8% 20.0% 25.7% 21.0% 29.7% 26.0% 2007 26.1% 21.0% 27.2% 23.0% 30.5% 26.0% 2008 33.7% 30.5% 35.3% 31.0% 38.2% 31.0% Q1'09 46.4% 39.0% 49.2% 50.0% 38.7% 35.0%
Excludes negatives and premiums above 100% Source: Mergerstat
The changes in average and median premiums paid for M&A transactions reflect the broad decline in equity market valuations for target companies. Many of the premiums paid in Q109 seem unusual by historical standards based on the 30 days prior to the transaction. However, given the equity market’s significant decline in value, premiums typically rise relative to historical norms in the 30% range. Middle-Market M&A Transactions – Enterprise Value / Revenue Analysis
Middle-Market M&A Transactions – Enterprise Value / EBITDA Analysis
14.0x
12.8x
2.5x
2.3x 2.2x
11.3x
11.0x
10.7x
10.7x
10.7x
10.5x
10.4x
1.9x
9.5x
9.5x
9.2x
1.7x
8.9x
9.0x
8.5x
8.6x
1.6x
8.6x
8.6x
1.6x
1.5x
8.2x
8.3x
1.5x
7.8x
1.4x
7.2x
1.3x
1.3x
1.3x
6.7x
6.7x
1.2x
6.3x
1.2x
5.9x
1.0x
4.0x 0.5x 2.0x
0.0x 2005 2006 Less than $100 2007 $100 - $250 $250 - $500 2008 $500 - $1,000 Q1'08 All Transactions Q1'09
0.0x 2005 2006 Less than $100 2007 $100 - $250 $250 - $500 2008 $500 - $1,000 Q1'08 All Transactions Q1'09
Enterprise Value / EBITDA Analysis Deal Size ($ millions) $500 - $1,000 $250 - $500 $100 - $250 Less than $100 All Transactions Source: Mergerstat 2005 10.7x 9.8x 9.2x 7.8x 8.5x 2006 10.4x 9.9x 8.6x 7.2x 8.6x 2007 11.3x 10.7x 8.9x 6.7x 9.5x 2008 10.5x 10.7x 8.6x 6.3x 8.0x Q1'08 12.8x 9.5x 9.0x 6.7x 9.9x Q1'09 11.0x 8.2x 7.6x 5.9x 8.3x QoQ Change (14.0% ) (13.6% ) (15.0% ) (10.8% ) (16.1%)
Deal Size ($ millions) $500 - $1,000 $250 - $500 $100 - $250 Less than $100 All Transactions Source: Mergerstat
Enterprise Value / Revenue Analysis 2005 1.9x 1.6x 1.6x 1.2x 1.4x 2006 2.3x 1.8x 1.7x 1.2x 1.5x 2007 1.9x 1.9x 1.8x 1.3x 1.5x 2008 1.9x 2.0x 1.4x 1.1x 1.3x Q1'08 2.2x 1.5x 1.2x 1.1x 1.3x Q1'09 2.1x 1.6x 1.3x 1.0x 1.3x QoQ Change (6.7% ) 7.7% 1.4% (8.0% ) (3.0%)
Disclosure: KeyBanc Capital Markets is a trade name under which corporate and investment banking products and services of KeyCorp and its subsidiaries, KeyBanc Capital Markets Inc., Member NYSE/FINRA/SIPC, and KeyBank National Association (“KeyBank N.A.”), are marketed. Securities products and services are offered by KeyBanc Capital Markets Inc. and its licensed securities representatives, who may also be employees of KeyBank N.A.. Banking products and services are offered by KeyBank N.A.. This report was not issued by our research department. The information contained in this report has been obtained from sources deemed to be reliable but is not represented to be complete, and it should not be relied upon as such. This report does not purport to be a complete analysis of any security, issuer, or industry and is not an offer or a solicitation of an offer to buy or sell any securities. This report is prepared for general information purposes only and does not consider the specific investment objectives, financial situation and particular needs of any individual person or entity.
1.0x
6.0x
1.1x
1.1x
1.2x
1.3x
1.3x
8.0x
7.6x
1.5x
1.4x
8.0x
1.5x
1.6x
10.0x
9.8x
9.9x
1.8x
9.9x
1.8x
1.9x
2.0x
1.9x
1.9x
2.0x
2.1x
12.0x
2
Mergers & Acquisitions Market Update
First Quarter 2009
Activity by Industry Group
With the exception of healthcare, deal volume in every one of the groups presented below declined by over 30% from Q108. Most notably, the consumer industry saw deal volume drop by almost 50% over the same period, with enterprise value / EBITDA valuations in the segment declining by 25% on average. The limited number of transactions provides a poor sampling of data points for valuation averages in several industry groups. For example, the energy segment only provides four deals with available information, which does not provide a great statistical sample of the overall population. Healthcare experienced the smallest decline in volume, dropping less than 2.5% over Q108. The healthcare sector is viewed as a defensive sector and will generally see more consolidation activity in a down economy than more cyclical segments. The healthcare segment also represented the two largest deals of the quarter, Pfizer’s acquisition of Wyeth and Merck’s acquisition of Schering-Plough for a combined $105 billion.
Technology
2005 EV / EBITDA Multiple EV / Revenue Multiple Number of Transactions 11.0x 1.9x 2,010 2006 11.7x 1.8x 2,047 2007 12.1x 1.9x 2,007 2008 10.7x 1.5x 1,797 Q1'08 12.8x 1.8x 469 Q1'09 8.7x 1.2x 319
Consumer
2005 EV / EBITDA Multiple EV / Revenue Multiple Number of Transactions 9.5x 0.8x 1,295 2006 9.9x 0.9x 1,367 2007 11.3x 1.0x 1,269 2008 9.9x 0.9x 876 Q1'08 7.9x 0.7x 262 Q1'09 5.9x 0.6x 136
Prominent Deals (Q1’09) $760M Autonomy Corp acquires Interwoven (1/22) $350M Deloitte & Touche Tohmatsu acquires North American public services business of BearingPoint (3/23)
Source: Mergerstat
Prominent Deals (Q1’09) $667 Asahi Breweries acquires Tsingtao Brewery from AnheuserBusch InBev (1/23) $950M Boyd Gaming acquires Station Casinos from Fertitta Colony Partners (2/23) $680M Goldman Sachs Capital Partners acquires USJ (3/19)
Source: Mergerstat
Energy
2005 EV / EBITDA Multiple EV / Revenue Multiple Number of Transactions 7.5x 2.0x 431 2006 8.1x 2.7x 478 2007 9.5x 2.2x 413 2008 6.7x 1.9x 318 Q1'08 11.1x 5.1x 73 Q1'09 3.9x 1.4x 49
Financial Services
2005 EV / EBITDA Multiple EV / Revenue Multiple Number of Transactions 7.6x 3.1x 1,207 2006 7.6x 3.4x 1,339 2007 6.9x 3.1x 1,381 2008 7.3x 2.4x 1,087 Q1'08 6.8x 1.8x 295 Q1'09 6.3x 2.0x 199
Prominent Deals (Q1’09) $12.4B RWE acquires Essent (1/12) $15.7B Suncor Energy acquires Petro-Canada (3/23) $11.2B Gas Natural acquires Union Fenosa (3/25)
Source: Mergerstat
Prominent Deals (Q1’09) $13.9B Paulson & Co, Dune Capital and J.C. Flowers & Co acquire IndyMac Bank from the Federal Deposit Insurance Corp (1/2) $2.7B Morgan Stanley acquires 51% of Smith Barney from Citigroup (1/13)
Source: Mergerstat
Health Care
2005 EV / EBITDA Multiple EV / Revenue Multiple Number of Transactions 11.7x 2.2x 652 2006 12.6x 2.0x 692 2007 13.4x 2.4x 678 2008 13.6x 2.1x 552 Q1'08 13.9x 2.7x 129 Q1'09 9.5x 2.5x 126
Industrial
2005 EV / EBITDA Multiple EV / Revenue Multiple Number of Transactions 8.9x 0.9x 2,509 2006 9.1x 1.0x 2,740 2007 10.1x 1.0x 2,901 2008 10.0x 1.1x 2,101 Q1'08 10.4x 0.8x 514 Q1'09 8.0x 0.9x 332
Prominent Deals (Q1’09) $1.4B Abbott Laboratories acquires Advanced Medical Optics (1/12) $66.8B Pfizer acquires Wyeth (1/26) $38.4B Merck acquires Schering-Plough (3/9)
Source: Mergerstat
Prominent Deals (Q1’09) $5.1 Aluminum Corp of China acquires Hamersley Iron from Rio Tinto (1/12) $3.6B Agrium acquires CF Industries (2/25)
Source: Mergerstat
Disclosure: KeyBanc Capital Markets is a trade name under which corporate and investment banking products and services of KeyCorp and its subsidiaries, KeyBanc Capital Markets Inc., Member NYSE/FINRA/SIPC, and KeyBank National Association (“KeyBank N.A.”), are marketed. Securities products and services are offered by KeyBanc Capital Markets Inc. and its licensed securities representatives, who may also be employees of KeyBank N.A.. Banking products and services are offered by KeyBank N.A.. This report was not issued by our research department. The information contained in this report has been obtained from sources deemed to be reliable but is not represented to be complete, and it should not be relied upon as such. This report does not purport to be a complete analysis of any security, issuer, or industry and is not an offer or a solicitation of an offer to buy or sell any securities. This report is prepared for general information purposes only and does not consider the specific investment objectives, financial situation and particular needs of any individual person or entity.
3
Mergers & Acquisitions Market Update
First Quarter 2009
Leveraged Buyout Activity
The volume and aggregate deal value of leveraged buyouts in the U.S. remained at Q408’s relatively low levels. The key factor driving down the LBO levels continues to be lack of available credit. For the first quarter of 2009 Standard & Poors determined that there was not an adequate number of data points to provide a meaningful value of average EBITDA multiples on middle market LBO transactions, further demonstrating the weak deal volume in the first quarter. In comparison to Q108, Q109 volume and aggregate value declined by 46% and 40%, respectively. However, on a quarter-over-quarter basis, volume declined by 3% while aggregate value increased by 3% over Q408. Within the private equity world there has been a lot of discussion around alternative investment structures, including minority equity stakes, equity only recaps and mergers. Although many groups continue to look at various structures with capital-strapped companies, few have translated into closed LBO deals. While the volume of middle-market deals conducted by sponsors fell by approximately 65%, as compared to Q108, the percentage of deals by sponsors increased from this time last year.
Annual LBO Activity
1,200
1,125
Quarterly LBO Activity
$400 $350 $300
400 350
$250
1,000
979
$200 300
Disclosed Deal Value ($ billions)
Disclosed Deal Value ($ billions)
800 Number of Deals
671
Number of Deals
$250 $200
250 200 150 100
$150
600
514
$150 400
305 282 152
$100
$100 $50 $0
$50 50 0 Q1'05 Q2'05 Q3'05 Q4'05 Q1'06 Q2'06 Q3'06 Q4'06 Q1'07 Q2'07 Q3'07 Q4'07 Q1'08 Q2'08 Q3'08 Q4'08 Q1'09
0.8x 0.7x 0.8x 0.8x 0.6x 5.2x 0.7x 0.8x 3.7x NA
200
0 2004 2005 2006 Number of Deals 2007 2008 Q1'08 Q1'09 Aggregate Deal Value
$0
Number of Deals
Disclosed Value
Source: Mergerstat
Source: Mergerstat
Middle-Market Deals Conducted by Sponsors
1,000 900 800 700 Number of Deals 600 500 400 300 200 100 0 2003 2004 2005 2006 2007 2008 Q1'08 Q1'09 Sponsor Deals Total Deals % of Deals by Sponsors 0% 10% 15% 25% 30%
EBITDA Multiples of Middle Market LBO Transactions
6.0x
0.4x
5.0x
0.4x 0.6x
20%
4.0x
1.2x
% of Deals by Sponsors
3.0x
2.0x
4.3x 3.6x 3.4x 3.2x 3.1x 3.5x 3.0x
4.2x
2.8x
5%
1.0x
0.0x 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 Bank Debt Non-Bank Debt
Q1'09
Source: Mergerstat
Source: Standard and Poor’s Leveraged Quarterly Review
Disclosure: KeyBanc Capital Markets is a trade name under which corporate and investment banking products and services of KeyCorp and its subsidiaries, KeyBanc Capital Markets Inc., Member NYSE/FINRA/SIPC, and KeyBank National Association (“KeyBank N.A.”), are marketed. Securities products and services are offered by KeyBanc Capital Markets Inc. and its licensed securities representatives, who may also be employees of KeyBank N.A.. Banking products and services are offered by KeyBank N.A.. This report was not issued by our research department. The information contained in this report has been obtained from sources deemed to be reliable but is not represented to be complete, and it should not be relied upon as such. This report does not purport to be a complete analysis of any security, issuer, or industry and is not an offer or a solicitation of an offer to buy or sell any securities. This report is prepared for general information purposes only and does not consider the specific investment objectives, financial situation and particular needs of any individual person or entity.
4
Mergers & Acquisitions Market Update
First Quarter 2009
U.S. / Foreign Cross-Border M&A Activity
Cross-border deals experienced a strong drop in both volume and value in the first quarter of 2009. Deal volume for U.S. acquisitions of foreign targets declined by 46%, with aggregated deal value plummeting by nearly 88% versus the first quarter of 2008. Foreign acquisitions of U.S. targets experienced a similar decline with volume dropping 40% and value declining by 63% year-over-year. As compared to the fourth quarter of 2008, the volume of foreign acquisitions of U.S. targets declined 22% while U.S. acquisitions of foreign targets dropped 28%. The relative strengthening of the U.S. dollar in the first quarter of 2009 may have provided additional reason for the decline of potential foreign acquirers purchasing U.S.-based assets. Over the course of the first quarter the dollar ended up 5% against the Euro and 9% against the Japanese yen. That increase for the quarter includes a steep drop after March 18 when the Federal Reserve announced its move to purchase T-bonds directly. Additionally, U.S.-based companies have continued to focus on their core business and have greatly pulled back in foreign expansion.
Annual U.S. Acquisitions of Foreign Targets
2,000 1,800 1,600 1,400 Number of Deals 1,200 1,000 800 600 400 200 0 2004 2005 2006 2007 2008 Q1'08 Q1'09 Number of Deals Aggregate Deal Value
373 200 1,607 1,648 1,730
Quarterly U.S. Acquisitions of Foreign Targets
$250 $225 $200 Disclosed Deal Value ($ billions)
500 450 400 350 Number of Deals 300
$90 $80 $70 Disclosed Deal Value ($ billions) $60 $50
1,662
1,341
$175 $150 $125 $100 $75 $50 $25 $0
250 $40 200 150 100 50 0 Q1'05 Q2'05 Q3'05 Q4'05 Q1'06 Q2'06 Q3'06 Q4'06 Q1'07 Q2'07 Q3'07 Q4'07 Q1'08 Q2'08 Q3'08 Q4'08 Q1'09 $30 $20 $10 $0
Source: Mergerstat
Source: Mergerstat
Number of Deals
Aggregate Deal Value
Annual Foreign Acquisitions of U.S. Targets
2,000 1,800 1,600 1,400 Number of Deals 1,200 1,000 800 600 $100 400 200 0 2004 2005 2006 2007 2008 Q1'08 Q1'09 Number of Deals Aggregate Deal Value
354 211 1,366 1,602 1,608 1,788
Quarterly Foreign Acquisitions of U.S. Targets
$400 $350 $300 Disclosed Deal Value ($ billions)
500 450 400
$150
$125
1,351
350 Number of Deals 300 250 200 150 100 50 0 Q1'05 Q2'05 Q3'05 Q4'05 Q1'06 Q2'06 Q3'06 Q4'06 Q1'07 Q2'07 Q3'07 Q4'07 Q1'08 Q2'08 Q3'08 Q4'08 Q1'09
Disclosed Deal Value ($ billions)
$100
$250 $200 $150
$75
$50
$25
$50 $0
$0
Source: Mergerstat
Source: Mergerstat
Number of Deals
Aggregate Deal Value
Disclosure: KeyBanc Capital Markets is a trade name under which corporate and investment banking products and services of KeyCorp and its subsidiaries, KeyBanc Capital Markets Inc., Member NYSE/FINRA/SIPC, and KeyBank National Association (“KeyBank N.A.”), are marketed. Securities products and services are offered by KeyBanc Capital Markets Inc. and its licensed securities representatives, who may also be employees of KeyBank N.A.. Banking products and services are offered by KeyBank N.A.. This report was not issued by our research department. The information contained in this report has been obtained from sources deemed to be reliable but is not represented to be complete, and it should not be relied upon as such. This report does not purport to be a complete analysis of any security, issuer, or industry and is not an offer or a solicitation of an offer to buy or sell any securities. This report is prepared for general information purposes only and does not consider the specific investment objectives, financial situation and particular needs of any individual person or entity.
5
Mergers & Acquisitions Market Update
First Quarter 2009
KeyBanc Capital Markets Contacts
Group Head, Institutional Banking Christopher Gorman 216.689.3300 Christopher_Gorman@keybank.com
Mergers & Acquisitions / Private Capital Charles Clarke, Jr. 216.689.4201 cclarke@keybanccm.com Paul Schneir 216.689.4005 pschneir@keybanccm.com Equity Services Jonathan Crane 216.689.4747 jcrane@keybanccm.com
Consumer Markets & Financial Sponsors Andrew Vollmer 216.689.4556 avollmer@keybanccm.com Diversified & National Commercial Bank Mike Jackson 216.689.4441 mjackson@keybanccm.com
Industrial & Energy Andrew Paine 216.689.4119 rpaine@keybanccm.com Real Estate Dave Gorden 617.385.6220 dgorden@keybanccm.com Technology John Brock 216.689.4119 jbrock@keybanccm.com
Disclosure: KeyBanc Capital Markets is a trade name under which corporate and investment banking products and services of KeyCorp and its subsidiaries, KeyBanc Capital Markets Inc., Member NYSE/FINRA/SIPC, and KeyBank National Association (“KeyBank N.A.”), are marketed. Securities products and services are offered by KeyBanc Capital Markets Inc. and its licensed securities representatives, who may also be employees of KeyBank N.A.. Banking products and services are offered by KeyBank N.A.. This report was not issued by our research department. The information contained in this report has been obtained from sources deemed to be reliable but is not represented to be complete, and it should not be relied upon as such. This report does not purport to be a complete analysis of any security, issuer, or industry and is not an offer or a solicitation of an offer to buy or sell any securities. This report is prepared for general information purposes only and does not consider the specific investment objectives, financial situation and particular needs of any individual person or entity.
6