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2022
M&A + Capital Markets Update
“Bank of America” and “BofA Securities” are the marketing names used by the Global Banking and Global Markets divisions of Bank of America Corporation. Lending, other commercial banking activities, and trading in certain financial instruments
are performed globally by banking affiliates of Bank of America Corporation, including Bank of America, N.A., Member FDIC. Trading in securities and financial instruments, and strategic advisory, and other investment banking activities, are
performed globally by investment banking affiliates of Bank of America Corporation (“Investment Banking Affiliates”), including, in the United States, BofA Securities, Inc. and Merrill Lynch Professional Clearing Corp., both of which are registered
broker-dealers and Members of SIPC, and, in other jurisdictions, by locally registered entities. BofA Securities, Inc. and Merrill Lynch Professional Clearing Corp. are registered as futures commission merchants with the CFTC and are members of
the NFA.
Bank of America and BofA Securities entities (for example Bank of America Europe Designated Activity Company and BofA Securities Europe SA) and branches provide financial services to the clients of Bank of America and BofA Securities and may
outsource/delegate the marketing and/or provision of certain services or aspects of services to other branches or members of the BAC Group (for example in the UK). Your service provider will remain the entity/branch specified in your
onboarding documentation and/or other contractual or marketing documentation even where you communicate with staff that operate from a different entity or branch which is acting for and on behalf of your contractual service provider in
their communications with you. If you are unsure who your contractual service provider is or will be please contact your usual contact.
For Bank of America or BofA Securities entities in EMEA, please see additional information via the following link: www.bofaml.com/mifid2 . Note please that BofA Securities Europe SA, with registered address at 51, rue La Boétie, 75008 Paris is
registered under no. 842 602 690 RCS Paris, and its share capital can be found at https://www.bofaml.com/en-us/content/BofASE.html.
Investment products offered by Investment Banking Affiliates: Are Not FDIC Insured * May Lose Value * Are Not Bank Guaranteed.
These materials have been prepared by one or more subsidiaries of Bank of America Corporation for the client or potential client to whom such materials are directly addressed and delivered (the “Company”) in connection with an actual or
potential mandate or engagement and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with us. These materials are based on information provided by or on behalf of the Company
and/or other potential transaction participants, from public sources or otherwise reviewed by us. We assume no responsibility for independent investigation or verification of such information (including, without limitation, data from third party
suppliers) and have relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared by or reviewed with the
managements of the Company and/or other potential transaction participants or obtained from public sources, we have assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available
estimates and judgments of such managements (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or
completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the
business and affairs of the Company and are being furnished and should be considered only in connection with other information, oral or written, being provided by us in connection herewith. These materials are not intended to provide the sole
basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Bank
of America Corporation or any of its affiliates to provide or arrange any financing for any transaction or to purchase any security in connection therewith. These materials are for discussion purposes only and are subject to our review and
assessment from a legal, compliance, accounting policy and risk perspective, as appropriate, following our discussion with the Company. We assume no obligation to update or otherwise revise these materials. These materials have not been
prepared with a view toward public disclosure under applicable securities laws or otherwise, are intended for the benefit and use of the Company, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without our
prior written consent. These materials may not reflect information known to other professionals in other business areas of Bank of America Corporation and its affiliates. Any League Tables referenced within these materials have been prepared
using data sourced from external third party providers as outlined in the relevant footnotes where applicable. For persons wishing to request further information regarding these third party providers and the criteria and methodology used to
prepare a league table please contact your usual Bank of America or BofA Securities representative/Relationship Manager.
Bank of America Corporation and its affiliates (collectively, the “BAC Group”) comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities,
and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and strategic advisory services and other commercial services and products to a wide range of corporations,
governments and individuals, domestically and offshore, from which conflicting interests or duties, or a perception thereof, may arise. In the ordinary course of these activities, parts of the BAC Group at any time may invest on a principal basis or
manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions, for their own accounts or the accounts of customers, in debt, equity or other securities or financial instruments (including
derivatives, bank loans or other obligations) of the Company, potential counterparties or any other company that may be involved in a transaction. Products and services that may be referenced in the accompanying materials may be provided
through one or more affiliates of Bank of America Corporation. We have adopted policies and guidelines designed to preserve the independence of our research analysts. The BAC Group prohibits employees from, directly or indirectly, offering a
favorable research rating or specific price target, or offering to change a rating or price target to a subject company as consideration or inducement for the receipt of business or for compensation and the BAC Group prohibits research analysts
from being directly compensated for involvement in investment banking transactions. The views expressed herein are the views solely of Global Corporate and Investment Banking, and no inference should be made that the views expressed
represent the view of the firm’s research department. We are required to obtain, verify and record certain information that identifies the Company, which information includes the name and address of the Company and other information that
will allow us to identify the Company in accordance, as applicable, with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) and such other laws, rules and regulations as applicable within and outside the United States.
We do not provide legal, compliance, tax or accounting advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by us to be used and cannot be used by any taxpayer for the purpose of
avoiding tax penalties that may be imposed on such taxpayer. If any person uses or refers to any such tax statement in promoting, marketing or recommending a partnership or other entity, investment plan or arrangement to any taxpayer,
then the statement expressed herein is being delivered to support the promotion or marketing of the transaction or matter addressed and the recipient should seek advice based on its particular circumstances from an independent tax
advisor. Notwithstanding anything that may appear herein or in other materials to the contrary, the Company shall be permitted to disclose the tax treatment and tax structure of a transaction (including any materials, opinions or analyses
relating to such tax treatment or tax structure, but without disclosure of identifying information or any nonpublic commercial or financial information (except to the extent any such information relates to the tax structure or tax treatment))
on and after the earliest to occur of the date of (i) public announcement of discussions relating to such transaction, (ii) public announcement of such transaction or (iii) execution of a definitive agreement (with or without conditions) to enter
into such transaction; provided, however, that if such transaction is not consummated for any reason, the provisions of this sentence shall cease to apply.
Confidential
Notice to Recipient
• M&A Overview & Macro Trends
• Equity & IPO Update
• SPAC Issuance
Industry Trends
Investment Banking
A
B
C
____________________
Source: Dealogic as of September 30, 2022.
Note: Includes transactions with the target or acquiror in the Americas. Deal counts reflect only transactions with publicly disclosed deal values
(1) Represents YTD 2022 values annualized.
1
A Slowdown in Americas M&A Volume in 2022…
-
A
$500mm - $2bn
Less than $500mm $2bn - $10bn Greater than $10bn
% of Global Volume
2
IG/HY Issuance Credit Spreads
US IG Benchmark Index US HY Benchmark Index
…Driven by Shifts in Macro Indicators and Capital
Markets Fundamentals
____________________
Source: Bloomberg, LCD, and FactSet as of September 30, 2022.
Debt Capital Markets Are Facing Issuance Headwinds with Credit Spreads Widening
($bn)
A
80
100
120
140
160
Jan-21
Apr-21
Jul-21
Oct-21
Jan-22
Apr-22
Jul-22
10 Yr Avg:
128 bps
168 bps
Sep-22
-
300
350
400
450
500
550
Jan-21
Apr-21
Jul-21
Oct-21
Jan-22
Apr-22
Jul-22
10 Yr Avg:
461 bps
550 bps
Sep-22
-
$1,230
$1,031
$358
$87
YTD 2021 YTD 2022
IG HY
11.0x
13.0x
15.0x
17.0x
19.0x
21.0x
23.0x
25.0x
2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022
S&P 500 NTM P/E
Historical Recession Avg: 13.0 – 14.0x
2021 Vintage IPOs on Average Down ~40% as
markets are down ~25%. Where is the Alpha?
15.2x
10 Year Pre-Covid
Average: 15.5x
_______________________
Source: Bloomberg, FactSet, Washington Post, WSJ; as of 09/30/22.
B
3
S&P 500 Forward Earnings Multiple Dips Below the 10-Year Pre-Covid Average
> 50%
3.8%
25% - 50%
4.1%
0% - 25%
8.6%
(25%) - 0%
14.4%
(50%) - (25%)
20.6%
> (50%)
48.5%
~84% of 2021-to
Date IPOs trading
below offer price
2021-to-Date IPOs Offer / Current Performance (%)
2021
$75.0bn
90 IPOs
2020
$30.1bn
32 IPOs
2019
$22.3bn
23 IPOs
2018
$13.2bn
26 IPOs
Tech
IPO
Volume
($bn)
____________________
Source: Bloomberg, Company filing, and Factset; as of 9/29/2022.
Note: Data represents first follow-ons by companies that have gone public via a SPAC merger since 2017 (includes only transactions where SPAC IPO was greater than $50mm).
Current De-SPAC Follow-On Market Analysis
4
$67 $147 $241
$1,901
$3,748
$245
$863 $640 $1,007
$1,816
$3,857
$1,002
$931
$787
$1,249
$3,718
$7,605
$1,246
2017 2018 2019 2020 2021 2022
Primary Secondary
3 4 7 10 23
# of
Deals
9
C
2022 Has Seen A Decrease in Volume ($mm) & Transactions Executed

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  • 1. 2022 M&A + Capital Markets Update
  • 2. “Bank of America” and “BofA Securities” are the marketing names used by the Global Banking and Global Markets divisions of Bank of America Corporation. Lending, other commercial banking activities, and trading in certain financial instruments are performed globally by banking affiliates of Bank of America Corporation, including Bank of America, N.A., Member FDIC. Trading in securities and financial instruments, and strategic advisory, and other investment banking activities, are performed globally by investment banking affiliates of Bank of America Corporation (“Investment Banking Affiliates”), including, in the United States, BofA Securities, Inc. and Merrill Lynch Professional Clearing Corp., both of which are registered broker-dealers and Members of SIPC, and, in other jurisdictions, by locally registered entities. BofA Securities, Inc. and Merrill Lynch Professional Clearing Corp. are registered as futures commission merchants with the CFTC and are members of the NFA. Bank of America and BofA Securities entities (for example Bank of America Europe Designated Activity Company and BofA Securities Europe SA) and branches provide financial services to the clients of Bank of America and BofA Securities and may outsource/delegate the marketing and/or provision of certain services or aspects of services to other branches or members of the BAC Group (for example in the UK). Your service provider will remain the entity/branch specified in your onboarding documentation and/or other contractual or marketing documentation even where you communicate with staff that operate from a different entity or branch which is acting for and on behalf of your contractual service provider in their communications with you. If you are unsure who your contractual service provider is or will be please contact your usual contact. For Bank of America or BofA Securities entities in EMEA, please see additional information via the following link: www.bofaml.com/mifid2 . Note please that BofA Securities Europe SA, with registered address at 51, rue La Boétie, 75008 Paris is registered under no. 842 602 690 RCS Paris, and its share capital can be found at https://www.bofaml.com/en-us/content/BofASE.html. Investment products offered by Investment Banking Affiliates: Are Not FDIC Insured * May Lose Value * Are Not Bank Guaranteed. These materials have been prepared by one or more subsidiaries of Bank of America Corporation for the client or potential client to whom such materials are directly addressed and delivered (the “Company”) in connection with an actual or potential mandate or engagement and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with us. These materials are based on information provided by or on behalf of the Company and/or other potential transaction participants, from public sources or otherwise reviewed by us. We assume no responsibility for independent investigation or verification of such information (including, without limitation, data from third party suppliers) and have relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared by or reviewed with the managements of the Company and/or other potential transaction participants or obtained from public sources, we have assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such managements (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Company and are being furnished and should be considered only in connection with other information, oral or written, being provided by us in connection herewith. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Bank of America Corporation or any of its affiliates to provide or arrange any financing for any transaction or to purchase any security in connection therewith. These materials are for discussion purposes only and are subject to our review and assessment from a legal, compliance, accounting policy and risk perspective, as appropriate, following our discussion with the Company. We assume no obligation to update or otherwise revise these materials. These materials have not been prepared with a view toward public disclosure under applicable securities laws or otherwise, are intended for the benefit and use of the Company, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without our prior written consent. These materials may not reflect information known to other professionals in other business areas of Bank of America Corporation and its affiliates. Any League Tables referenced within these materials have been prepared using data sourced from external third party providers as outlined in the relevant footnotes where applicable. For persons wishing to request further information regarding these third party providers and the criteria and methodology used to prepare a league table please contact your usual Bank of America or BofA Securities representative/Relationship Manager. Bank of America Corporation and its affiliates (collectively, the “BAC Group”) comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and strategic advisory services and other commercial services and products to a wide range of corporations, governments and individuals, domestically and offshore, from which conflicting interests or duties, or a perception thereof, may arise. In the ordinary course of these activities, parts of the BAC Group at any time may invest on a principal basis or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions, for their own accounts or the accounts of customers, in debt, equity or other securities or financial instruments (including derivatives, bank loans or other obligations) of the Company, potential counterparties or any other company that may be involved in a transaction. Products and services that may be referenced in the accompanying materials may be provided through one or more affiliates of Bank of America Corporation. We have adopted policies and guidelines designed to preserve the independence of our research analysts. The BAC Group prohibits employees from, directly or indirectly, offering a favorable research rating or specific price target, or offering to change a rating or price target to a subject company as consideration or inducement for the receipt of business or for compensation and the BAC Group prohibits research analysts from being directly compensated for involvement in investment banking transactions. The views expressed herein are the views solely of Global Corporate and Investment Banking, and no inference should be made that the views expressed represent the view of the firm’s research department. We are required to obtain, verify and record certain information that identifies the Company, which information includes the name and address of the Company and other information that will allow us to identify the Company in accordance, as applicable, with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) and such other laws, rules and regulations as applicable within and outside the United States. We do not provide legal, compliance, tax or accounting advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by us to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. If any person uses or refers to any such tax statement in promoting, marketing or recommending a partnership or other entity, investment plan or arrangement to any taxpayer, then the statement expressed herein is being delivered to support the promotion or marketing of the transaction or matter addressed and the recipient should seek advice based on its particular circumstances from an independent tax advisor. Notwithstanding anything that may appear herein or in other materials to the contrary, the Company shall be permitted to disclose the tax treatment and tax structure of a transaction (including any materials, opinions or analyses relating to such tax treatment or tax structure, but without disclosure of identifying information or any nonpublic commercial or financial information (except to the extent any such information relates to the tax structure or tax treatment)) on and after the earliest to occur of the date of (i) public announcement of discussions relating to such transaction, (ii) public announcement of such transaction or (iii) execution of a definitive agreement (with or without conditions) to enter into such transaction; provided, however, that if such transaction is not consummated for any reason, the provisions of this sentence shall cease to apply. Confidential Notice to Recipient
  • 3. • M&A Overview & Macro Trends • Equity & IPO Update • SPAC Issuance Industry Trends Investment Banking A B C
  • 4. ____________________ Source: Dealogic as of September 30, 2022. Note: Includes transactions with the target or acquiror in the Americas. Deal counts reflect only transactions with publicly disclosed deal values (1) Represents YTD 2022 values annualized. 1 A Slowdown in Americas M&A Volume in 2022… - A $500mm - $2bn Less than $500mm $2bn - $10bn Greater than $10bn % of Global Volume
  • 5. 2 IG/HY Issuance Credit Spreads US IG Benchmark Index US HY Benchmark Index …Driven by Shifts in Macro Indicators and Capital Markets Fundamentals ____________________ Source: Bloomberg, LCD, and FactSet as of September 30, 2022. Debt Capital Markets Are Facing Issuance Headwinds with Credit Spreads Widening ($bn) A 80 100 120 140 160 Jan-21 Apr-21 Jul-21 Oct-21 Jan-22 Apr-22 Jul-22 10 Yr Avg: 128 bps 168 bps Sep-22 - 300 350 400 450 500 550 Jan-21 Apr-21 Jul-21 Oct-21 Jan-22 Apr-22 Jul-22 10 Yr Avg: 461 bps 550 bps Sep-22 - $1,230 $1,031 $358 $87 YTD 2021 YTD 2022 IG HY
  • 6. 11.0x 13.0x 15.0x 17.0x 19.0x 21.0x 23.0x 25.0x 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 S&P 500 NTM P/E Historical Recession Avg: 13.0 – 14.0x 2021 Vintage IPOs on Average Down ~40% as markets are down ~25%. Where is the Alpha? 15.2x 10 Year Pre-Covid Average: 15.5x _______________________ Source: Bloomberg, FactSet, Washington Post, WSJ; as of 09/30/22. B 3 S&P 500 Forward Earnings Multiple Dips Below the 10-Year Pre-Covid Average > 50% 3.8% 25% - 50% 4.1% 0% - 25% 8.6% (25%) - 0% 14.4% (50%) - (25%) 20.6% > (50%) 48.5% ~84% of 2021-to Date IPOs trading below offer price 2021-to-Date IPOs Offer / Current Performance (%) 2021 $75.0bn 90 IPOs 2020 $30.1bn 32 IPOs 2019 $22.3bn 23 IPOs 2018 $13.2bn 26 IPOs Tech IPO Volume ($bn)
  • 7. ____________________ Source: Bloomberg, Company filing, and Factset; as of 9/29/2022. Note: Data represents first follow-ons by companies that have gone public via a SPAC merger since 2017 (includes only transactions where SPAC IPO was greater than $50mm). Current De-SPAC Follow-On Market Analysis 4 $67 $147 $241 $1,901 $3,748 $245 $863 $640 $1,007 $1,816 $3,857 $1,002 $931 $787 $1,249 $3,718 $7,605 $1,246 2017 2018 2019 2020 2021 2022 Primary Secondary 3 4 7 10 23 # of Deals 9 C 2022 Has Seen A Decrease in Volume ($mm) & Transactions Executed