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Bloomberg Brief | Mergers 2013 Year End Review

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INTRODUCTION
A Year That Didn’t Live Up to Ex...
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Bloomberg Brief | Mergers 2013 Year End Review

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Notable 2013 M&A Events
Feb. 5: Dell said it
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Bloomberg Brief | Mergers 2013 Year End Review

The YEar AT A GLANCE 

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BY WILL ROBINSON

The ...
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Global top 50 
ANNOUNCED
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2/14/13
7/12/13
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7/28/13
2/12/13
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10/2/13
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Bloomberg Brief | Mergers 2013 Year End Review

Behind the Headlines 

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BY John E. Morris, WIL...
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Bloomberg Brief | Mergers 2013 Year End Review

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Behind the Headlines: Analysis
continued from...
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Bloomberg Brief | Mergers 2013 Year End Review

Market DRIVERs 

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Compiled by John E. Morris, ...
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Bloomberg Brief | Mergers 2013 Year End Review

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Market DRIVERs
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Bloomberg Brief | Mergers 2013 Year End Review

North America
Telecoms, Media and Tech Secto...
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Bloomberg Brief | Mergers 2013 Year End Review

Europe, Middle East And Africa
Bailouts, Gov...
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Bloomberg Brief | Mergers 2013 Year End Review

Asia Pacific
Consolidation in Property, Ener...
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Bloomberg Brief | Mergers 2013 Year End Review

LAtin America & Caribbean
Deal Volumes Slid ...
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Private Equity 

Bloomberg Brief | Mergers 2013 Year End Review

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Compiled by John E. Morris
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Private equity
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Bloomberg Brief | Mergers 2013 Year End Review

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JOHN MALONE’S BUSY YEAR 
The Cable Industry ...
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DEALMAKER PROFILES 

Bloomberg Brief | Mergers 2013 Year End Review

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By Will Robinson

The A...
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Bloomberg Brief - Mergers Year End Supplement 2013

  1. 1. iew ev dR En ar Ye 13 20 s r e g r e M
  2. 2. www.bloombergbriefs.com Bloomberg Brief | Mergers 2013 Year End Review 2 INTRODUCTION A Year That Didn’t Live Up to Expectations For the third year running, all the foundations seemed to be in place at the outset of 2013 for a surge in merger activity: rising stock prices, an abundance of cash on corporate balance sheets and financing costs at historic lows. When the tallies were made, last year didn’t quite live up to its billing, with total deal volumes up only slightly year on year. Scratch the biggest deal of the year off the list — the longexpected $130 billion buyout by Verizon Communications Inc. of Vodafone Group Plc’s 45 percent stake in Verizon Wireless — and the yearly total would be down a hair from 2012 (page 4). Still, there were signs of building momentum, including more deals over $500 million, even if mega-deals were still few and far between (page 6). In the private equity sphere, six new deals worth more than $5 billion were announced, up from three in each of the previous two years (page 14). The biggest, for HJ Heinz & Co. and Dell Inc., were far above that threshold, at $27.4 billion and $16.4 billion, respectively. In addition to rich stocks, cash and cheap debt, a third force was at work to stir up deals: activist investors. They made their presence felt in 2013, sometimes promoting transactions and other times opposing takeover offers they considered too stingy. The $6.7 billion buyout of BMC Software Inc. by Bain Capital LLC and Golden Gate Capital in September grew out of a campaign by activist Paul Singer’s Elliott Management Corp. in 2012. Likewise, QEP Resources Inc. agreed in December to separate its natural gas gathering and processing businesses, a goal of Jana Partners LLC, which disclosed a stake in October. Consolidation in the telecommunications industry in Europe and the U.S. in 2013 gave a lift to dealmaking. It shows every sign of continuing this year judging by activity this month. John Malonecontrolled Liberty Media Inc. and Charter Communications Inc., in which Liberty has a big stake, kicked off 2014 with hefty new offers for Sirius XM Holdings Inc. (the remaining 47 percent for $10.6 billion) and Time Warner Cable Inc. ($61.3 billion) (page 16). Signs, perhaps, that 2014 will deliver on the promise of a return of large-scale dealmaking. MARKET DRIVERS The background to this year’s deals: rising stock markets, cheap debt, a robust IPO market and cash-rich balance sheets. Page 8 PRIVATE EQUITY New investments, exits by sale, financing and IPO exits. Page 14 — John E. Morris Contents TIMELINE Highlights of the year in M&A. Page 3 The YEAR AT A GLANCE Deal volumes and breakdowns by sector and region. Page 4 GLOBAL TOP 50 The largest transactions. Page 5 BEHIND THE HEADLINES Analysis of deal size, valuations, investors’ reactions and terminated deals. Page 6 REGIONS Activity levels, sector breakdowns, top deals and advisers. — North America. Page 10 — Europe, Middle East & Africa. Page 11 — Asia Pacific. Page 12 — Latin America & Caribbean. Page 13 Bloomberg Brief Mergers Bloomberg Brief Ted Merz Executive Editor tmerz@bloomberg.net +1-212-617-2309 Bloomberg Jeffrey McCracken News Managing jmccracken3@bloomberg.net Editor +1-212-617-8517 Mergers Editors John E. Morris jmorris89@bloomberg.net +1-212-617-0628 Anne Riley ariley17@bloomberg.net +1-212-617-0061 Reporter Will Robinson wrobinson11@bloomberg.net +1-212-617-5327 Contributing Leslie Hemenetz Data Editors lhemenetz@bloomberg.net +1-212-617-5513 Salih Yilmaz syilmaz6@bloomberg.net +44-20-3525-4256 JOHN MALONE’s BUSY Year The cable industry veteran was behind a string of the biggest deals in Europe and the U.S. A chart of Malone’s deals and attempted deals last year. Page 16 DEALmAKER PROFILES Seven bankers who played key roles in major mergers in 2013. Page 17 To subscribe via the Bloomberg terminal type BRIEF <GO> or on the web at www.bloombergbriefs.com © 2014 Bloomberg LP All rights . reserved. Advertising Jeff Maniatty This newsletter and its contents may jmaniatty@bloomberg.net not be forwarded or redistributed +1-203-550-2446 without the prior consent of Bloomberg. Please contact our reprints Reprints & Lori Husted and permissions group listed above Permissions lori.husted@theygsgroup.com for more information. +1-717-505-9701 Newsletter Nick Ferris Business nferris2@bloomberg.net Manager +1-212-617-6975 Eshani Gupte egupte@bloomberg.net +1-212-617-5969  1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 
  3. 3. www.bloombergbriefs.com Bloomberg Brief | Mergers 2013 Year End Review 3 Notable 2013 M&A Events Feb. 5: Dell said it planned to go private in a leveraged buyout led by Michael Dell Feb. 6: Liberty Global and Silver Lake Inc. agreed to buy Management LLC. Virgin Media Inc. Jan. 14: Bloomberg News reported that Dell Inc. held buyout talks with privateequity firms. Jan. Mar. Feb. Jan. 31: The U.S. Justice Department filed an antitrust suit to block Anheuser-Busch InBev NV’s takeover of Grupo Modelo SAB. The buyer made concessions and the deal was completed in June. April 12: Joh. A. Benckiser SE said it would buy coffee roaster D.E. Master Blenders 1753 NV for about $10 billion. Feb. 14: Berkshire Hathaway Inc. and 3G Capital agreed to buy HJ Heinz Co. for about $23 billion. The same day, AMR Corp and US Airways Inc. announced their merger. April 15: Thermo Fisher Scientific Inc. agreed to buy Life Technologies Corp. for $13.6 billion. July 15: Loblaw Cos. said it would buy Shoppers Drug Mart Corp. for about $12 billion. May 6: BMC Software Inc. agreed to be taken private by Bain Capital LLC and Golden Gate Capital in a $6.9 billion deal. May 29: Shuanghui International Holdings Ltd. agreed to acquire Smithfield Foods Inc. in the biggest Chinese takeover deal of a U.S. company. July 31: Bill Ackman’s Pershing Square Capital Management LP amassed a 9.8 percent stake in Air Products & Chemicals Inc., Ackman said. Aug. 9: America Movil SAB said it planned to buy the rest of Royal KPN NV for $10 billion. Oct. 9: Men’s Wearhouse Inc. rejected a takeover offer from Jos. A. Bank Clothiers Inc. Sept. 3: Microsoft Corp. said it would buy Nokia Oyj’s handset business for $7.2 billion. SEP. NOV. Oct. 16: America Movil withdrew its offer for Royal KPN and determined it couldn’t expand its stake to more than 50 percent. Aug. 25: Amgen Inc. agreed to buy Onyx Pharmaceuticals Inc. in a $10.4 billion deal. Nov. 1: Bloomberg News reported AT&T Inc. executives were preparing for a potential takeover of Vodafone Group Plc in 2014. Oct. 30: Dell’s buyout by Michael Dell and Silver Lake was completed. OCt. Sept. 30: Blackstone Group LP’s Steve Schwarzman said in an interview that his 1994 decision to sell what’s now BlackRock Inc. was a “heroic mistake.” June 27: Bloomberg News reported John Malone was exploring ways Charter Communications Inc. could acquire Time Warner Cable Inc. Aug. 13: Carl Icahn said he built up a stake in Apple Inc. and discussed his support for a larger stock buyback with its Chief Executive Officer Tim Cook. Aug. Sept. 23: BlackBerry Ltd. received a tentative buyout offer from a group led by Fairfax Financial Holdings Ltd that was terminated two months later. June 24: Vodafone Group Plc won a bidding contest for Kabel Deutschland Holding AG, paying $10.1 billion. Jun. July 29: Perrigo Co. agreed to buy Elan Corp. for $8.6 billion. July March 25: Dell said it got competing buyout proposals from Blackstone Group LP and Carl Icahn. May 20: Yahoo! Inc. said it would buy Tumblr Inc. for about $1.1 billion. May 10: Icahn and Southeastern Asset Management Inc. proposed an alternative deal for Dell shareholders that would let them keep their equity stakes. May Apr. March 19: John Malone’s Liberty Media Corp. said it would buy more than 25 percent stake in Charter Communications Inc. Dec. Nov. 12: American Airlines and US Airways reached an agreement with the U.S. Justice Department over the government’s bid to block their merger.  1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17  Dec. 9: Sysco Corp. agreed to acquire US Foods from its privateequity owners.
  4. 4. www.bloombergbriefs.com Bloomberg Brief | Mergers 2013 Year End Review The YEar AT A GLANCE  4 BY WILL ROBINSON The Sale of Vodafone’s Stake in Verizon Wireless Pushed 2013’s Total Ahead of 2012 The Pace of Dealmaking $4,000 Verizon Wireless deal contributed $130B $3,500 $3,000 Verizon’s mega-deal with Vodafone was the largest M&A transaction in a decade, accounting for more than 5 percent of last year’s aggregate transaction value. If it hadn’t been announced last year, total M&A would have matched the $2.2 trillion worth of deals from 2010, the first full year of economic recovery after the global recession in 2009. Billions $2,500 $2,000 $1,500 $1,000 $500 $0 2007 2008 Source: Bloomberg DMON 2009 2010 2011 2012 2013 Deal Volume by Sector 100% Utilities Technology 80% Industrial Financial/RE 60% Energy Diversified 40% Consumer Noncycl Consumer Cycl 20% Communications Basic Materials 0% 2007 2008 Source: Bloomberg Global mergers and acquisitions value climbed just four percent last year as a single transaction pushed total M&A value ahead of the 2012 pace: Vodafone Group Plc’s $130 billion sale of its stake in Verizon Wireless to Verizon Communications Inc. 2009 2010 2011 2012 2013 Deal Volume by Region 100% Middle East & Africa 80% LatAm & Caribbean 60% Europe 40% Asia Pacific 20% Although dealmaking hasn’t approached its 2006-2007 peak, it has remained steady, averaging about $2.3 trillion a year since the end of the economic downturn, keeping it ahead of the M&A activity levels of the early 2000s. The energy sector accounted for a smaller portion of global transactions than it has in the past three years. None of last year’s 10 largest M&A moves were energy deals. Communications deals made up a much larger share of last year’s activity. Aside from Verizon’s giant purchase, Liberty Global Plc bought Virgin Media Inc. for $21.6 billion and advertising companies Omnicom Group Inc. and Publicis Groupe SA agreed to combine. Financial acquirers, rather than strategic buyers, made two of the year’s 10 biggest deals. Berkshire Hathaway Inc. and 3G Capital bought HJ Heinz Co. for $27.4 billion, while Michael Dell and Silver Lake Management LLC completed a $16.4 billion take-private of Dell Inc. For a third year North America was the dominant region for deals, accounting for more than 40 percent of global activity. Nearly every transaction of $10 billion or more included a North American participant. Among the largest exceptions were a pair of European telecom trades: Spain’s Telefonica SA agreed to buy the E-Plus German wireless unit of the Netherlands’ Royal KPN NV in a $11.3 billion deal and Vodafone bought German cable operator Kabel Deutschland Holding AG for $11.2 billion. North America 0% 2007 2008 Source: Bloomberg 2009 2010 2011 2012 2013  1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 
  5. 5. www.bloombergbriefs.com Global top 50  ANNOUNCED 9/2/13 2/14/13 7/12/13 2/5/13 7/28/13 2/12/13 2/5/13 4/15/13 10/2/13 7/15/13 4/16/13 7/23/13 6/24/13 4/23/13 1/18/13 5/29/13 10/23/13 6/14/13 4/12/13 4/27/13 5/27/13 6/30/13 12/9/13 11/22/13 5/20/13 6/11/13 7/30/13 6/3/13 5/31/13 9/3/13 5/29/13 11/5/13 9/24/13 5/6/13 9/9/13 12/9/13 7/29/13 9/9/13 11/20/13 5/9/13 7/26/13 6/12/13 10/10/13 12/16/13 7/2/13 7/2/13 4/12/13 12/16/13 2/1/13 9/30/13 Click on Bloomberg Brief | Mergers 2013 Year End Review 5 for deal advisers TARGET Verizon Wireless (45% Vodafone stake) HJ Heinz Co Caisse des Depots, Republic of France units Virgin Media Inc Omnicom Group Inc NBCUniversal LLC Dell Inc Life Technologies Corp Portugal Telecom SGPS SA Shoppers Drug Mart Corp National Bank of Greece SA E-Plus Mobilfunk GmbH & Co KG Kabel Deutschland Holding AG Piraeus Bank SA Orascom Construction Industries NV Energy Inc Cole Real Estate Investment Inc Taikang Asset Management Co Ltd DE Master Blenders 1753 NV Former Fortis structured credit assets Bausch & Lomb Inc Onyx Pharmaceuticals Inc US Foods Inc Galeao airport concession Warner Chilcott PLC Eurobank Ergasias SA Health Management Associates Inc Dubai Aluminium Co Ltd SM Land Inc Nokia's Devices & Services business Smithfield Foods Inc Maroc Telecom Tokyo Electron Ltd BMC Software Inc Molex Inc BRE Properties Inc Elan Corp PLC Neiman Marcus Group LLC/The Eagle Ford assets Alpha Bank AE Activision Blizzard Inc Canada Safeway Ltd PVR Partners LP LSI Corp Bank of Ayudhya PCL Kashagan caspian oil project (8.4%) Port Kembla, Port Botany International Lease Finance Corp SNS REAAL NV Brookfield Office Properties Inc COUNTRY TARGET INDUSTRY ACQUirer US US FR US US US US US PT CA GR DE DE GR EG US US CH NL BE US US US BR IE GR US AE PH FI US MA JP US US US IE US US GR US CA US US TH KZ AU US NL US Telecommunications Food Finance Telecommunications Advertising Media Computers Healthcare-Products Telecommunications Retail Banks Telecommunications Media Banks Engineering Electric REITS Finance Beverages Finance Healthcare-Products Pharmaceuticals Food Infrastructure Pharmaceuticals Banks Healthcare-Services Metal Fabricate Real Estate Technology Food Telecommunications Semiconductors Software Electrical Equip REITS Pharmaceuticals Retail Energy Banks Software Food Pipelines Semiconductors Banks Energy Infrastructure Finance Banks Real Estate Verizon Communications Inc Berkshire Hathaway, 3G Capital Bpifrance Liberty Global PLC Publicis Groupe SA Comcast Corp MSD Capital LP, Silver Lake Mgmt Thermo Fisher Scientific Inc Oi SA Loblaw Cos Ltd Hellenic Financial Stability Fund Telefonica Deutschland Holding AG Vodafone Group PLC Hellenic Financial Stability Fund OCI Berkshire Hathaway Inc American Realty Capital Properties Inc PetroChina Co Ltd Joh A Benckiser SE Credit Suisse, Lone Star Funds Valeant Pharmaceuticals Int'l Inc Amgen Inc Sysco Corp Odebrecht SA, Changi Airport Group etc Actavis plc Hellenic Financial Stability Fund Community Health Systems Inc Emirates Aluminium Co Ltd SM Prime Holdings Inc Microsoft Corp Shuanghui International Holdings Ltd Emirates Telecommunications Corp Applied Materials Inc GIC Special Investments et al Koch Industries Inc Essex Property Trust Inc Perrigo Co Plc Canada Pension Plan Inv Bd, Ares Mgmt Devon Energy Corp Hellenic Financial Stability Fund Activision Blizzard Inc Empire Co Ltd Regency Energy Partners LP Avago Technologies Ltd Mitsubishi UFJ Financial Group Inc KazMunayGas National Co JSC Hesta AG, Industry Funds Mgmt Pty Ltd et al AerCap Holdings NV Kingdom of the Netherlands Brookfield Property Partners LP Source: Bloomberg  1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17  COUNTRY Value ($M) US Multi FR GB FR US US US BR CA GR DE GB GR NL US US CN AT Multi US US US BR US GR US AE PH US HK AE US Multi US US US Multi US GR US CA US SG JP KZ AU NL NL US 130,100 27,403 23,406 21,627 19,420 16,700 16,436 15,901 14,297 13,007 12,853 11,296 11,186 10,967 10,488 10,366 9,846 9,787 9,615 8,723 8,700 8,531 8,374 8,308 7,809 7,753 7,527 7,500 7,330 7,165 6,955 6,810 6,794 6,736 6,528 6,334 6,199 6,000 6,000 5,994 5,830 5,694 5,629 5,596 5,505 5,400 5,325 5,088 5,058 5,037
  6. 6. www.bloombergbriefs.com Bloomberg Brief | Mergers 2013 Year End Review Behind the Headlines  6 BY John E. Morris, WILL ROBINSON and Alicia LOONEY Analysis of Deal Size Distributions, Valuation Multiples and Market Reactions A Rise in Mega Deals Wasn’t Sustained Deal volume (left): >$5B $500M-$5B $50M-$500M $0-$50M Deals > $5B (right) $1,500 $1,250 Billions $1,000 $750 50 40 30 20 $500 10 $250 $0 The number of deals worth more than $5 billion spiked during the second-quarter of last year to the highest in more than two years. Life Technologies Corp.’s $15.9 billion sale to Thermo Fisher Scientific Inc., Kabel Deutschland AG’s takeover and Berkshire Hathaway Inc.’s $10.4 billion purchase of NV Energy Inc. were among the large M&A deals announced between April and June. The number of very large deals tapered off in the second half of the year. 0 Source: Bloomberg Large-But-Not-Mega Deals Increased 800% Change in number of deals: $0-$50M $50M-$500M $500M-$5B >$5B 600% 400% Transactions between $500 million and $5 billion rose steadily as 2013 progressed. December alone featured 80 deals in that size range, versus just 60 in January. 200% 0% -200% Rebased to Q1 2002 Source: Bloomberg Valuations Rebounded After a Dip in 2012 Net Income 2011 2012 2013 Free cashflow The prices paid by buyers as measured by five key valuation multiples rebounded last year from a dip in 2012. Three of the five metrics — average multiples of net income, free cashflow and book value — were higher than they were in 2011 as well. Average Ebitda and revenue multiples rose but didn’t match the level of two years earlier. Ebitda Book value Revenue 0x 2x Source: Bloomberg 4x 6x 8x 10x 12x 14x 16x 18x 20x 22x continued on next page  1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 
  7. 7. www.bloombergbriefs.com Bloomberg Brief | Mergers 2013 Year End Review 7 Behind the Headlines: Analysis continued from previous page Investors Continue to Reward Acquirers Acquirers benefitted, on average, when they announced deals, continuing a trend of the past two years. Sysco Corp. climbed 10 percent after it announced an $8.4 billion deal to buy US Foods from private-equity firms KKR & Co. and Clayton, Dubilier & Rice LLC in September. After disclosing plans to purchase Virgin Media Inc., Liberty Global Plc rose more than 30 percent during the remainder of last year. % change on announcement 6 4 2 0 -2 -4 -6 -8 On average, North American companies that announced acquisitions saw their shares gain 2.8 percent in 2013 versus 2.7 percent the year before, according to data compiled by Bloomberg. In Europe last year the average gain after an announcement was 2.5 percent, up from 1.5 percent in 2012. The figures are based on acquirers with market capitalizations over $500 million. North America ex Mexico -10 Europe -12 Source: Bloomberg MA The Deals That Weren’t: Largest Deals Terminated Last Year Announced Terminated Target Country Industry Acquirer Value ($M) 4/15/13 6/18/13 Sprint US Telecommunications DISH Network 37,723 8/9/13 10/16/13 Royal KPN NL Telecommunications America Movil 22,695 3/25/13 4/19/13 Dell US Computers Blackstone Group et al 21,228 4/2/12 5/14/12 Avon US Cosmetics/Personal Care Joh A Benckiser 12,854 11/15/12 1/21/13 Fraser and Neave SG Beverages OUE, Orange Circle Investments 12,685 3/25/13 9/9/13 Dell US Computers Icahn Enterprises 10,380 3/20/13 4/11/13 Cole REIT US REITS American Realty Capital Properties 9,822 1/8/13 6/26/13 Clearwire US Telecommunications DISH Network 9,507 2/25/13 6/18/13 Elan IE Pharmaceuticals Royalty Pharma 7,777 8/6/12 3/1/13 Best Buy US Retail Richard Schulze 7,594 5/10/13 7/22/13 China Resources Gas HK Gas China Resources Power 7,065 Source: Bloomberg MA  Deals announced in 2012 or 2013 and terminated in 2013 companies driving m&a in 2014:  1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17  ma <go> who’s buying who?
  8. 8. www.bloombergbriefs.com Bloomberg Brief | Mergers 2013 Year End Review Market DRIVERs  8 Compiled by John E. Morris, Will Robinson, AnthonY Fasanella and Alicia Looney Heady Stock Markets, Cheap Debt, Mountain of Cash Didn’t Produce Expected Surge in M&A Stocks Rose 50% U.S. and European stocks gained last year. The Standard & Poor’s 500 index climbed 30 percent last year. Germany’s DAX Index, an equity benchmark for Europe’s largest economy, rose about 25 percent. Change since Jan. 2008: 40% S&P500 20% FTSE100 DAX 30% HK Hang Seng 10% 0% -10% -20% -30% -40% -50% 2008 2009 Source: Bloomberg 2010 2011 2012 2013 Interest Rates Remained Low Buyers also benefitted from cheap borrowing costs and plentiful credit. 25% High Grade 20% HJ Heinz Co. obtained $14.1 billion in financing from JPMorgan Chase & Co. and Wells Fargo & Co. in February to support its buyout — the biggest financing to fund an acquisition since 2007. High Yield 15% Then Verizon Communications Inc. sold $49 billion of debt Sept. 11 in the biggest corporate bond deal ever to help it fund the buyout of Vodafone Group Plc’s Verizon Wireless stake. 10% 5% 0% 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 Source: Bank of America Merrill Lynch The IPO Market Offered an Alternative to M&A Middle-East & Africa $1,000 $800 Latin America Asia Pacific Europe North America $600 Initial public offerings picked up in 2013 as M&A activity remained somewhat constant. The number of deals increased almost five percent from 2012 and aggregate value was the highest in three years. That provided exit routes for private-equity, venture-backed and other privately held companies that in other circumstances might have been sold. Blackstone Group LP took Hilton Worldwide Holdings Inc. public in December, six years after acquiring it for $26 billion at the end of the buyout boom. $400 $200 $0 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 Source: Bloomberg  1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17  continued on next page
  9. 9. www.bloombergbriefs.com Bloomberg Brief | Mergers 2013 Year End Review 9 Market DRIVERs continued from previous page Corporations Continued to Stockpile Cash +18% $4,500 $4,000 $3,500 +13% +6% Billions $3,000 $2,500 $2,000 Continuing a trend that has held steady since the financial crisis, corporations accumulated more cash on their balance sheets that could, in theory, be used for acquisitions. American companies reported $4.2 trillion of cash and cash equivalents on their books at the end of the third quarter, according to data compiled by Bloomberg. That was up 18 percent from a year earlier, and 40 percent higher than the total reported in September 2010. $1,500 $1,000 $500 $0 Cash and cash equivalents at U.S. companies at quarter ended. Source: Bloomberg The Portion of All-Cash Deals Remained High 80% 70% 60% 50% The portion of deals paid for entirely in cash fell to 60.3 percent last year from a high of 66.3 percent in 2012. Still, that figure was high by historical standards. All-cash acquisitions peaked in the third and fourth quarters of 2012, when they accounted for more than 70 percent of all deals. 40% 30% 20% 10% 0% Proportion of all-cash deals Source: Bloomberg MA top m&a buyers in europe:  1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17  ma <go> ma su<go>:
  10. 10. www.bloombergbriefs.com 10 Bloomberg Brief | Mergers 2013 Year End Review North America Telecoms, Media and Tech Sectors Yielded the Biggest Deals ← Value $2,000 Deal count → 15,000 Billions $1,500 15% Cellular telecom 5% 10,000 Real estate 4% $1,000 Computers 4% 5,000 $500 69% $0 Oil E&P Food 3% Other 0 Source: Bloomberg MA Source: Bloomberg Top 10 Deals Target Acquirer Verizon Wireless (Vodafone stake) Seller Verizon Communications Inc deal Value ($ mln) Vodafone Group PLC 130,100 Payment Type Deal Status Cash, Stock & Debt Pending HJ Heinz Co Berkshire Hathaway Inc, 3G Capital Inc - 27,403 Cash Complete Omnicom Group Inc Publicis Groupe SA - 19,420 Stock Pending NBCUniversal LLC Comcast Corp General Electric Co 16,700 Cash and Stock Complete Dell Inc Michael Dell, Silver Lake Management LLC - 16,436 Cash Complete Life Technologies Corp Thermo Fisher Scientific Inc - 15,901 Cash Pending Shoppers Drug Mart Corp Loblaw Cos Ltd - 13,007 Cash or Stock Pending NV Energy Inc Berkshire Hathaway Inc - 10,366 Cash Complete Cole Real Estate Investment Inc American Realty Capital Properties Inc - 9,846 Cash or Stock Pending Bausch & Lomb Inc Valeant Pharmaceuticals International Inc Warburg Pincus LLC et al 8,700 Cash Complete Source: Bloomberg Top Financial Advisers Top Legal Advisers Rank Share (%) Total Deals ($ MLN) Ave Deal ($ Mln) Deal Count BofA Merrill Lynch 1 33.5 352,455 3,119 113 Wachtell Lipton Rosen & 1 Goldman Sachs & Co 2 32.3 339,737 2,084 163 Davis Polk & Wardwell JP Morgan 3 31.6 331,956 2,573 129 Simpson Thacher & Bartlett Morgan Stanley 4 27.3 286,629 2,239 128 Barclays 5 25.1 264,245 2,565 103 UBS 6 18.8 197,803 3,470 57 Guggenheim Capital LLC 7 12.6 132,825 66,413 PJT Capital LLC 8 12.4 130,100 Citi 9 12.3 128,828 10 11.2 118,130 Adviser Deutsche Bank AG Source: Bloomberg Total Deals ($ MLN) Ave Deal ($ Mln) 28.0 294,402 4,600 2 24.2 254,081 3,970 64 3 24.0 252,760 2,319 109 Weil Gotshal & Manges LLP 4 22.5 236,973 2,418 98 Jones Day 5 18.0 189,401 799 237 Slaughter and May 6 17.6 185,338 26,477 7 2 Osler Hoskin & Harcourt LLP 7 17.0 178,944 1,924 93 130,100 1 Debevoise & Plimpton LLP 8 16.8 176,423 5,041 35 1,516 85 Latham & Watkins LLP 9 16.4 172,731 919 188 2,188 54 10 16.1 168,743 3,245 52 Adviser Hogan Lovells Rank Share (%) Source: Bloomberg  1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17  Deal Count 64
  11. 11. www.bloombergbriefs.com 11 Bloomberg Brief | Mergers 2013 Year End Review Europe, Middle East And Africa Bailouts, Government Divestitures Topped Even Biggest Telecoms Deals $1,800 ← Value 12,000 Deal count → $1,500 $1,200 8% 10,000 8,000 $600 5% Commercial banks 4% 6,000 2,000 Telecoms 4,000 $300 Billions $900 5% $0 Real estate operations 3% Telephone - integrated Finance - commercial Other 74% 0 Source: Bloomberg MA Source: Bloomberg Top 10 Deals Target Acquirer Investment operations Seller deal Value ($ mln) Payment Type Deal Status Caisse des Depots, Republic of France Bpifrance (new entity) 23,406 Cash Complete Virgin Media Inc Liberty Global PLC - 21,627 Cash and Stock Complete Portugal Telecom SGPS SA Oi SA - 14,297 Stock Pending National Bank of Greece SA Hellenic Financial Stability Fund - 12,853 Cash Complete E-Plus Mobilfunk GmbH & Co KG Telefonica Deutschland Holding AG Koninklijke KPN NV 11,296 Cash and Stock Pending Kabel Deutschland Holding AG Vodafone Group PLC - 11,186 Cash Complete Piraeus Bank SA Hellenic Financial Stability Fund - 10,967 Cash Complete Orascom Construction Industries OCI - 10,488 Cash or Stock Pending DE Master Blenders 1753 NV Joh A Benckiser SE - 9,615 Cash Pending RPI portfolio asset Credit Suisse Group, Lone Star Funds Royal Park Investments SA 8,723 Cash Pending Source: Bloomberg Top Financial Advisers Top Legal Advisers Rank Share (%) Total Deals ($ MLN) Ave Deal ($ Mln) Deal Count Goldman Sachs & Co 1 26.4 179,334 1,793 100 Morgan Stanley 2 22.7 154,596 1,982 78 JP Morgan 3 18.1 122,809 1,949 63 BNP Paribas Group 4 14.6 99,196 1,210 82 Barclays 5 13.9 94,423 1,475 64 White & Case LLP Adviser Total Ave Deals Deal ($ MLN) ($ Mln) Rank Share (%) Linklaters LLP 1 14.8 99,323 588 169 Allen & Overy LLP 2 13.1 87,877 486 181 Freshfields Bruckhaus Deringer 3 12.1 81,241 454 179 Shearman & Sterling LLP 4 6.6 44,429 1,111 40 5 6.0 40,381 439 92 Adviser Deal Count Deutsche Bank AG 6 12.6 85,780 1,384 62 Bredin Prat 6 5.8 38,810 1,848 21 Citi 7 12.6 85,686 1,260 68 De Brauw Blackstone Westbroek 7 5.5 37,216 1,201 31 BofA Merrill Lynch 8 11.9 80,819 1,443 56 Clifford Chance LLP 8 5.4 36,309 288 126 Lazard Ltd 9 11.7 79,453 946 84 Skadden Arps 9 5.2 35,076 1,032 34 10 10.3 70,371 1,257 56 10 5.2 35,053 1,252 28 Credit Suisse Source: Bloomberg Hengeler Mueller Source: Bloomberg  1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 
  12. 12. www.bloombergbriefs.com 12 Bloomberg Brief | Mergers 2013 Year End Review Asia Pacific Consolidation in Property, Energy and Financial Sectors Pushed Up Volume Modestly $600 ← Value 12,000 Deal count → 8,000 $300 6,000 $200 4,000 $100 11% 10,000 $400 Billions $500 2,000 $0 4% 3% 3% 3% Real estate operations Commercial banks Buildings Investment cos. Real estate mgmt Other 76% 0 Source: Bloomberg MA Source: Bloomberg Top 10 Deals Target Acquirer Seller deal Value ($ mln) Payment Type Deal Status Taikang Asset Management Co Ltd PetroChina Co Ltd - 9,787 Cash Pending SM Land Inc SM Prime Holdings Inc - 7,330 Stock Pending Tokyo Electron Ltd Applied Materials Inc - 6,794 Stock Pending Bank of Ayudhya PCL Mitsubishi UFJ Financial Group Inc - 5,505 Cash Complete Kashagan caspian oil project KazMunayGas National Co JSC ConocoPhillips 5,400 Cash Complete Port Kembla, Port Botany Australia Hesta AG, Industry Funds Mgmt Pty et al - 5,325 Cash Complete Kashagan caspian oil project China National Petroleum Corp KazMunayGas National Co 5,000 Cash Pending GD Midea Holding Co Ltd Midea Group Co Ltd - 4,924 Stock Complete Beijing Xinwei Telecom Technology Co Beijing Zhongchuang Telecom Test Co - 4,393 Stock Pending Siam Makro PCL CP ALL PCL SHV Holdings NV 4,083 Cash Complete Source: Bloomberg Top Financial Advisers Top Legal Advisers Rank Share (%) Total Deals ($ MLN) Ave Deal ($ Mln) Deal Count Morgan Stanley 1 8.3 41,767 597 70 UBS 2 7.6 38,298 766 50 Goldman Sachs & Co 3 7.3 36,524 529 69 Herbert Smith Freehills 3 5.0 25,091 358 70 JP Morgan 4 6.1 30,712 749 41 King & Wood Mallesons 4 4.5 22,708 307 74 Macquarie Group Ltd 5 4.9 24,734 538 46 Mori Hamada & Matsumoto 5 4.3 21,897 153 143 BofA Merrill Lynch 6 4.5 22,802 671 34 Linklaters LLP 6 3.7 18,782 606 31 Barclays 7 4.3 21,715 987 22 Allen & Overy LLP 7 3.7 18,514 343 54 HSBC Bank PLC 8 4.2 21,178 784 27 Freshfields Bruckhaus Deringer 8 3.1 15,827 396 40 Adviser Nomura Holdings Inc CITIC Securities Co Ltd Source: Bloomberg Rank Share (%) Total Deals ($ MLN) Ave Deal ($ Mln) Deal Count Nishimura & Asahi 1 5.8 29,193 343 85 Baker & McKenzie 2 5.1 25,515 287 89 Adviser 9 3.5 17,611 210 84 Allens 10 3.4 17,243 663 26 Kim & Chang 9 3.1 15,551 311 50 10 2.8 14,377 158 91 Source: Bloomberg  1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 
  13. 13. www.bloombergbriefs.com 13 Bloomberg Brief | Mergers 2013 Year End Review LAtin America & Caribbean Deal Volumes Slid for Third Straight Year $250 ← Value 1,250 Deal count → 750 $100 9% 1,000 $150 Billions $200 500 $50 7% 7% 7% 67% 250 $0 4% Airport development Oil E&P Investment cos. Buildings Schools Other 0 Source: Bloomberg MA Source: Bloomberg Top 10 Deals Target Acquirer Galeao airport concession deal Value ($ mln) Seller Odebrecht SA, Changi Airport Group etc Republic of Brazil 8,308 Payment Type Deal Status Cash Pending Complete LNG Portfolio Royal Dutch Shell PLC Repsol SA 4,100 Cash Zenda & Seara Brasil assets JBS SA Marfrig Alimentos SA 2,726 Undisclosed Complete Anhanguera Educacional Participacoes SA Kroton Educacional SA - 2,703 Stock Pending Petrobras Energia Peru SA China National Petroleum Corp Petroleo Brasileiro SA 2,600 Undisclosed Pending MMX Porto Sudeste Ltda Mubadala Development Co PJSC et al MMX Mineracao e Metalicos SA 2,246 Cash Pending Complete HSBC Panama Unit Bancolombia SA HSBC Holdings PLC 2,234 Cash Vale SA Cemig Geracao e Transmissao SA - 1,896 Undisclosed Pending Spaipa S/A Industria Brasileira de Bebidas Coca-Cola Femsa SAB de CV - 1,855 Cash Complete Diagnosticos da America SA Cromossomo Participacoes II SA - 1,855 Cash Pending Source: Bloomberg Top Financial Advisers Adviser Rank Top Legal Advisers Share (%) Total Deals ($ MLN) Ave Deal ($ Mln) Deal Count Adviser Rank Share (%) Total Deals ($ MLN) Ave Deal ($ Mln) Deal Count Credit Suisse 1 25.7 26,158 747 35 Souza Cescon Barrieu 1 17.2 17,520 531 33 Banco BTG Pactual SA 2 18.4 18,745 329 57 Mattos Filho Veiga 2 9.8 10,020 244 41 Goldman Sachs & Co 3 16.4 16,692 879 19 Barbosa Mussnich 3 8.8 8,982 249 36 Bradesco BBI SA 4 15.4 15,657 626 25 Linklaters LLP 4 8.0 8,127 903 9 Banco Itau BBA SA 5 14.4 14,624 348 42 Davis Polk & Wardwell 5 7.1 7,223 722 10 Citi 6 8.8 8,971 528 17 Pinheiro Neto Advogados 6 6.5 6,670 202 33 Morgan Stanley 7 8.2 8,306 519 16 Lefosse Advogados 7 6.2 6,311 316 20 Banco Santander SA 8 7.3 7,450 497 15 Sullivan & Cromwell 8 5.6 5,718 953 6 Deutsche Bank AG 9 6.8 6,921 769 9 9 4.9 5,036 1,007 5 BofA Merrill Lynch 10 6.7 6,847 527 13 10 4.8 4,868 152 32 Source: Bloomberg Skadden Arps Stocche Forbes Padis Source: Bloomberg  1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 
  14. 14. www.bloombergbriefs.com Private Equity  Bloomberg Brief | Mergers 2013 Year End Review 14 Compiled by John E. Morris Private Equity Firms Were Slow to Invest and Resorted to Refinancings, IPOs to Cash Out Investments Continued at a Steady Pace $700 $600 24 ← Value - all deals $500 20 No. of deals >$5B → $400 16 12 $200 8 $100 4 $0 0 Deals $300 Billions Private equity investment levels rose 18 percent last year from 2012, to $238 billion, their highest level since 2007, according to data compiled by Bloomberg. Still, deal volume was behind 2005 and just 36 percent of its 2007 peak. 28 One encouraging sign: Six deals worth more than $5 billion were announced last year, double the figures in 2011 and 2012. The list was led by the $27.4 billion purchase by Berkshire Hathaway Inc. and 3G Capital Inc. of ketchup maker HJ Heinz Co.; the $16.4 billion take-private of computer maker Dell Inc. by its founder Michael Dell and Silver Lake Management LLC; and the $9.6 billion buyout of coffee blender D.E. Master Blenders 1753 NV by the German investment firm Joh A Benckiser S.E. Source: Bloomberg Exits Via Sales Were Down $300 $250 ← Value 750 Exits → 600 $150 450 $100 300 $50 150 Deals $200 Billions The value of private-equity-backed companies sold slid 26.5 percent last year after a 19 percent drop the year before. Instead, sponsors turned to refinancings (see next chart) or to initial public offerings (see next page) to realize profits. 900 0 $0 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 Source: Bloomberg Junk Debt Funded Dividends As Well As LBOs $180 $160 $140 $120 Billions $100 47% of total Use of proceeds: Junk bond issuance in the U.S. hit a new high as yields fell to an all-time low (see chart on page 6). While credit was readily available, nearly half of the leveraged finance obtained last year financed dividend payouts, not new acquisitions, according to data compiled by Bloomberg. Nearly $79 billion of new debt was used for dividends, or 47 percent of the total, the same percentage as in 2012. In 2009, the bottom of the market, only 13 percent went to payouts. Dividend payout LBO $80 $60 $40 $20 $0 2009 Source: Bloomberg 2010 2011 2012 2013 continued on next page  1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 
  15. 15. www.bloombergbriefs.com Bloomberg Brief | Mergers 2013 Year End Review 15 Private equity continued from previous page Selling Shares Rather Than Companies: Largest IPOs of Private-Equity-Backed Companies in 2013 Priced Issuer Name Country Backers Offer Size (M) 10/15/13 Plains GP US Occidental Petroleum Corp, Energy & Minerals Group 2,912 12/11/13 Hilton Worldwide US Blackstone 2,706 10/9/13 Antero Resources US Antero Resources, Yorktown Partners, Warburg Pincus, Trilantic Capital Partners et al 1,802 11/8/13 Merlin Entertainments UK Kirkbi A/S, Blackstone, CVC Capital Partners 1,700 1/31/13 LEG Immobilien Germany Perry Capital, Whitehall Funds 1,527 6/12/13 Coty US JAB Holdings, Berkshire Partners, Rhone Capital 1,140 6/19/13 bpost Belgium CVC Capital Partners 1,120 8/13/13 Envision Healthcare US Clayton Dubilier & Rice 1,111 6/26/13 HD Supply US Carlyle, Bain Capital, Clayton Dubilier, THD Holdings et al 1,101 5/8/13 Quintiles Transnational US TPG Capital, Bain Capital, 3i Group, Aisling Capital, Temasek 1,089 Source: Bloomberg  Does not include IPOs by venture-backed companies. Make an IMpact wIth BlooMBerg BrIef content Bloomberg Briefs provide dedicated licenses to reuse our content to help your business. We offer a full suite of products and services ranging from hardcopy and electronic reprints to plaques, permissions/licensing and photocopies. MaxIMIze your MarketIng wIth custoM reprInts for: • Direct Mail • Online enhancements, branding and client awareness • Literature for sales or marketing • Conference, trade show and corporate handouts • Professional, educational training & recruitment materials To find the solution that is right for you, contact us today at: 800 290 5460 x 100, email: bloombergbriefreprints@theygsgroup.com  1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 
  16. 16. www.bloombergbriefs.com Bloomberg Brief | Mergers 2013 Year End Review 16 JOHN MALONE’S BUSY YEAR  The Cable Industry Veteran Aims to Reshape the Sector on Two Continents One man has had a leading role in more mergers, attempted and complete, over the past year than any other: John Malone. Through his controlling stakes in two cable operators, Liberty Media Inc. and Liberty Global Plc, he has pressed the case for consolidation in the telecommunications sector on both sides of the Atlantic. Since January 2013, his companies have spawned full takeover attempts for five telecommunications companies in the U.S., Britain, Germany and the Netherlands, and took a substantial stake in a sixth — deals that, if completed, would be worth about $128 billion. In Germany, after acquiring Kabel Baden-Wuerttemberg GmbH in 2011, Liberty Global took a run last year at Kabel Deutschland AG before Vodafone Group Plc outbid it with a $13.6 billion offer. Frustrated in Germany, Malone turned his sights back to the Netherlands, building up a position in Ziggo NV and now negotiating for a full takeover. Back home in the U.S., he bought control of satellite radio operator Sirius XM Holdings Inc. in January 2013 and this month offered to buy the rest. Meanwhile, he is using cable operator Charter Communications Inc., in which he first invested last May, as a vehicle to launch an unsolicited $61.3 billion bid for the much larger Time Warner Cable Inc. this month. — John E. Morris and Will Robinson JOHN MALONE Liberty Media Corp Liberty Global Plc Malone owns: 94.6% (class B) Discovery Communications Inc. 85.3% (class B) 93.1% (class B) Gained control in Jan. 2013. Offered this month to buy remaining 47% for about $10.6B. Sirius XM Holdings Inc. Liberty Media: 53.0% Purchased 27% stake from Apollo Global consortium in May for $2.6B. Charter Communications Inc. 25.8% Disclosed unsolicited $61.3B offer on Jan. 13, 2014 Time Warner Cable Inc. Key: Acquisition Target Closed $21.6B takeover in June. Bought initial 12.6% stake in March, then raised in stages. Talks for full takeover revived in December. Virgin Media Inc. Ziggo NV Liberty Global: 100.0% Discovery discussed bid for Scripps in November 28.5% Lost out to Vodafone in bidding war. Final price: $13.6B. Kabel Deutschland Holding AG Scripps Network Interactive Inc. Competition clearance for 2011 deal reversed by German court in August. Kabel BadenWuerttemberg GmbH Source: Bloomberg News, Bloomberg MA  1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 
  17. 17. www.bloombergbriefs.com DEALMAKER PROFILES  Bloomberg Brief | Mergers 2013 Year End Review 17 By Will Robinson The Advisers Behind Some of the Past Year’s Biggest Deals Blair Effron Centerview Partners LLC Partner and Co-founder Effron counseled global food products manufacturer HJ Heinz Co. on its $27.4 billion buyout by Warren Buffett’s Berkshire Hathaway Inc. and Jorge Paulo Lemann’s 3G Capital. The deal was announced in February and completed in June. Effron also advised General Electric Co. on its $16.7 billion sale of its NBC Universal stake to Comcast Corp., which closed in March. George Lee Goldman Sachs Group Inc. Chairman of the global technology, media and telecom group and chief information officer for the investment banking division Lee, who was the head of the TMT group last year, was named that unit’s chairman in January, as well as CIO for the investment bank. He worked with Dell Inc. on its leveraged buyout and helped Microsoft Corp. reach a deal in September to buy Nokia Oyj’s mobile-devices unit for $5.4 billion. Jimmy Lee JPMorgan Chase & Co. Vice Chairman Lee worked with General Electric Co. as it sold the remainder of its NBC Universal stake to Comcast Corp. for $16.7 billion, and he advised the Dell board on its $16.4 billion buyout by Michael Dell and Silver Lake Management LLC. He also worked on Twitter Inc.’s initial public offering, which was announced in September and priced in November. Ken Moelis Moelis & Co. Co-founder and CEO The boutique banker worked with the HJ Heinz board committee on the ketchup maker’s $27.4 billion sale. He also advised Omnicom Group Inc. on its merger with Publicis Groupe SA. His firm is exploring an initial public offering, people with knowledge told Bloomberg News this month. Paul Taubman PJT Capital LLC Principal Taubman, a former Morgan Stanley banker who left the company in 2013, won a role as an independent adviser on the year’s largest M&A transaction, helping Verizon Communications Inc. on its its $130 billion purchase of Vodafone Group Plc’s stake in their wireless joint venture. Taubman began PJT Capital LLC last year as part of his role as an individual adviser on Verizon’s deal with Vodafone. Chris Ventresca JPMorgan Chase & Co. Global co-head of M&A Ventresca advised Verizon Communications on deal with Vodafone and worked with Virgin Media Inc. on its $22 billion sale to Liberty Global Plc. JPMorgan named him co-head of global M&A in May along with Hernan Cristerna. Ventresca previously ran North American M&A. Antonio Weiss Lazard Ltd. Global head of investment banking Weiss helped Berkshire Hathaway and 3G Capital secure their purchase of HJ Heinz. He also worked with D.E. Master Blenders 1753 NV on its $9.6 billion sale to Joh. A Benckiser SE, the investment arm of the billionaire Reimann family.  1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 

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