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CARTER LEDYARD & MILBURN LLP
Researching Mergers & Acquisitions
Enhance Your Research Skills!
2015 CLE Programming
Gain ...
2
AGENDA
12:00 Registration & Lunch
12:30 Introduction: Overview of M&A Transactions
to
12:50 Nathan Rosen, Esq.
Lawyer, L...
3
3
Faculty Biographies
Jeanine McPartlin
Jeanine has been a practicing librarian for over ten years for some of NYC's lar...
4
4
Law Library Association of Greater New York
On November 17, 1938, 45 librarians met at the Cortile restaurant on West ...
5
TABLE OF CONTENTS
TAB
I. Overview M & A Transactions 1
Presented by Nathan Rosen, J.D.
i. Securities Laws — Print, Web, ...
Introduction: Overview of M&A Transactions
Nathan Rosen, Esq.
Library Research Manager & Knowledge Specialist
6
Introducti...
7
Overview M&A transactions
1 — Laws
• Print
• SEC.gov (statutes and final, interim & proposed rules, along with releases)...
8
7
• Tender offer Statement (Schedule TO) when purchase stock from public shareholders
rather than target.
• Proxy (14A) ...
Search for M&A deal info
0=111.11iSearch Zephyr Q
Zephyr is a database of M&A deals and rumours
Do a free deal search and ...
10
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BUREAU VAN DIJK
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Week Commencing 8th December 2014
The following report details
mergers a...
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FACTSET
FLASHWIRE US MONTHLY
Media Questions/Requests
media_request@factset.com
December 2014
This Issue:
US M&A New...
Table of Contents
1, Introducton
2. Glob, Market Commentary
4. Glob, Regional Volume
5. Global Aggregate Deal Statistics
6...
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Related Topics: MARKETS HOME DEALS BANKRUPTCY IPOS PRIVATE CAPITAL MORE TOPIC
PRESS DIGEST- Fi...
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- Join Our Section
- Join The ABA
Leadership
Chair:
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Vice-Chairs:
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Home  Bibliographies  Guides  Mergers,
Acquisitions and Joint Ventures
Business Reference Pages VFind in go
Wall Street, 1...
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Library MA Resources at C L  M, Pt. 1
Using the Resources of Practical Law
C L  M Print Collection
Finding backgroun...
Carter Ledt•ard  Milburn LLP has firm wide access and a flat rate to Practical Law
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Researching Mergers & Acquisitions: Enhance your research skills, CLE program by LLAGNY & Carter Ledyard & Milburn on Janu...
Researching Mergers & Acquisitions: Enhance your research skills, CLE program by LLAGNY & Carter Ledyard & Milburn on Janu...
Researching Mergers & Acquisitions: Enhance your research skills, CLE program by LLAGNY & Carter Ledyard & Milburn on Janu...
Researching Mergers & Acquisitions: Enhance your research skills, CLE program by LLAGNY & Carter Ledyard & Milburn on Janu...
Researching Mergers & Acquisitions: Enhance your research skills, CLE program by LLAGNY & Carter Ledyard & Milburn on Janu...
Researching Mergers & Acquisitions: Enhance your research skills, CLE program by LLAGNY & Carter Ledyard & Milburn on Janu...
Researching Mergers & Acquisitions: Enhance your research skills, CLE program by LLAGNY & Carter Ledyard & Milburn on Janu...
Researching Mergers & Acquisitions: Enhance your research skills, CLE program by LLAGNY & Carter Ledyard & Milburn on Janu...
Researching Mergers & Acquisitions: Enhance your research skills, CLE program by LLAGNY & Carter Ledyard & Milburn on Janu...
Researching Mergers & Acquisitions: Enhance your research skills, CLE program by LLAGNY & Carter Ledyard & Milburn on Janu...
Researching Mergers & Acquisitions: Enhance your research skills, CLE program by LLAGNY & Carter Ledyard & Milburn on Janu...
Researching Mergers & Acquisitions: Enhance your research skills, CLE program by LLAGNY & Carter Ledyard & Milburn on Janu...
Researching Mergers & Acquisitions: Enhance your research skills, CLE program by LLAGNY & Carter Ledyard & Milburn on Janu...
Researching Mergers & Acquisitions: Enhance your research skills, CLE program by LLAGNY & Carter Ledyard & Milburn on Janu...
Researching Mergers & Acquisitions: Enhance your research skills, CLE program by LLAGNY & Carter Ledyard & Milburn on Janu...
Researching Mergers & Acquisitions: Enhance your research skills, CLE program by LLAGNY & Carter Ledyard & Milburn on Janu...
Researching Mergers & Acquisitions: Enhance your research skills, CLE program by LLAGNY & Carter Ledyard & Milburn on Janu...
Researching Mergers & Acquisitions: Enhance your research skills, CLE program by LLAGNY & Carter Ledyard & Milburn on Janu...
Researching Mergers & Acquisitions: Enhance your research skills, CLE program by LLAGNY & Carter Ledyard & Milburn on Janu...
Researching Mergers & Acquisitions: Enhance your research skills, CLE program by LLAGNY & Carter Ledyard & Milburn on Janu...
Researching Mergers & Acquisitions: Enhance your research skills, CLE program by LLAGNY & Carter Ledyard & Milburn on Janu...
Researching Mergers & Acquisitions: Enhance your research skills, CLE program by LLAGNY & Carter Ledyard & Milburn on Janu...
Researching Mergers & Acquisitions: Enhance your research skills, CLE program by LLAGNY & Carter Ledyard & Milburn on Janu...
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Researching Mergers & Acquisitions: Enhance your research skills, CLE program by LLAGNY & Carter Ledyard & Milburn on January 14, 2015 by Nathan Rosen, Jeanine McPartlin, & Emily Moog

Researching Mergers & Acquisitions: Enhance your research skills, CLE program by LLAGNY & Carter Ledyard & Milburn on January 14, 2015 by Nathan Rosen, Jeanine McPartlin, & Emily Moog

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Researching Mergers & Acquisitions: Enhance your research skills, CLE program by LLAGNY & Carter Ledyard & Milburn on January 14, 2015 by Nathan Rosen, Jeanine McPartlin, & Emily Moog

  1. 1. 1 CARTER LEDYARD & MILBURN LLP Researching Mergers & Acquisitions Enhance Your Research Skills! 2015 CLE Programming Gain knowledge & research skills together! January 14, 2015 CARTER LEDYARD & MILBURN LLP Researching Mergers & Acquisitions Enhance Your Research Skills! 2015 CLE Programming Gain knowledge & research skills together! January 14, 2015                               Researching Mergers & Acquisitions Enhance Your Research Skills! 2015 CLE Programming Gain knowledge & research skills together! January 14, 2015
  2. 2. 2 AGENDA 12:00 Registration & Lunch 12:30 Introduction: Overview of M&A Transactions to 12:50 Nathan Rosen, Esq. Lawyer, Library Research Manager, & Knowledge Specialist 12:50 Library M&A Resources at C L & M, Pt. 1 to 1:05 Using the Resources of Practical Law C L & M Print Collection Finding background information, forms, laws, & regulations for M&A Emily Moog Law Librarian (Carter Ledyard & Milburn LLP) 1:05 Library M&A Resources at C L & M, Pt. 2 to 1:20 Researching precedent language in SEC filings using Intelligize and CCH IntelliConnect Finding law firm memos on M&A topics Comparing language used in mergers for different states Finding regulations & laws for mergers Current news/blogs/commentaries on merger trends Jeanine McPartlin Associate Librarian (Carter Ledyard & Milburn LLP) AGENDA 12:00 Registration & Lunch 12:30 Introduction: Overview of M&A Transactions to 12:50 Nathan Rosen, Esq. Lawyer, Library Research Manager, & Knowledge Specialist 12:50 Library M&A Resources at C L & M, Pt. 1 to 1:05 Using the Resources of Practical Law C L & M Print Collection Finding background information, forms, laws, & regulations for M&A Emily Moog Law Librarian (Carter Ledyard & Milburn LLP) 1:05 Library M&A Resources at C L & M, Pt. 2 to 1:20 Researching precedent language in SEC filings using Intelligize and CCH IntelliConnect Finding law firm memos on M&A topics Comparing language used in mergers for different states Finding regulations & laws for mergers Current news/blogs/commentaries on merger trends Jeanine McPartlin Associate Librarian (Carter Ledyard & Milburn LLP) 22 AGENDA 12:00 Registration & Lunch 12:30 to 12:50 Introduction: Overview of M&A Transactions Nathan Rosen, Esq. Lawyer, Library Research Manager, & Knowledge Specialist 12:50 to 1:05 Library M&A Resources at C L & M, Pt. 1 Using the Resources of Practical Law C L & M Print Collection Finding background information, forms, laws, & regulations for M&A Emily Moog Law Librarian (Carter Ledyard & Milburn LLP) 1:05 to 1:20 Library M&A Resources at C L & M, Pt. 2 Researching precedent language in SEC filings using Intelligize and CCH IntelliConnect Finding law firm memos on M&A topics Comparing language used in mergers for different states Finding regulations & laws for mergers Current news/blogs/commentaries on merger trends Jeanine McPartlin Associate Librarian (Carter Ledyard & Milburn LLP)
  3. 3. 3 3 Faculty Biographies Jeanine McPartlin Jeanine has been a practicing librarian for over ten years for some of NYC's largest firms, such as Paul Weiss and Cleary Gottlieb; also worked in financial services and investment banks, including Credit Suisse, Evercore and Lazard for about 5 years. She is a real New Yorker having received her Masters from CUNY Queens College, her Paralegal Certificate from Adelphi University, and her BA from SUNY Oswego. Jeanine is a member of the Law Library Association of Greater New York Education Committee and assisted in planning the award winning January 2014 conference "Law Firm of Tomorrow", held as part LLAGNY 75th Anniversary year. She is a member of the Special Libraries Association and is currently the Associate Librarian at the firm of Carter Ledyard & Milburn LLP. Emily Moog Emily started as a page at New York Public Library and has worked more than two decades as a law librarian in NYC, working at both Paul Weiss and Cleary Gottlieb. Emily is also a real New Yorker, having earned her Masters from Long Island University, a second Masters from Fordham University, and her BA from St. John's University. Emily is the Law Librarian at the firm of Carter Ledyard & Milburn LLP. She has twice been a Board member of the Law Library Association of Greater New York and is a contributor to LLAGNY's publication "Law Lines". Nathan Rosen Nathan Rosen is a knowledge specialist with over 30 years of expertise and has his Masters of Science in Library Services from Columbia University and a Juris Doctor from the University of Missouri at Kansas City. He has worked as a Librarian in a wide variety of libraries, including; law school, business, public, university, and law firm. Nathan is a member of the Missouri Bar Association, United States Supreme Court Bar, United States Tax Court Bar, and was a litigator for almost five years in Missouri. He is a frequent speaker, author of more than 200 articles and books, as well as has presented many CLE programs on topics such as legal ethics research, bankruptcy law research, and advanced Internet searching. Nathan was the first librarian to be recognized as a top innovator by "Inside Counsel" magazine and was profiled as a top researcher on Wall Street in a book on "Super Searchers of Wall Street." Previously he was the Library Research Manager at Dechert LLP, Information Resources Manager for the New York office of Morrison & Foerster, and Vice President at Credit Suisse's Legal & Compliance Department. He can be reached at nathan.rosen@rcn.com or at www.linkedin.com/in/nathanrosen/. 3 Faculty Biographies Jeanine McPartlin Jeanine has been a practicing librarian for over ten years for some of NYC's largest firms, such as Paul Weiss and Cleary Gottlieb; also worked in financial services and investment banks, including Credit Suisse, Evercore and Lazard for about 5 years. She is a real New Yorker having received her Masters from CUNY Queens College, her Paralegal Certificate from Adelphi University, and her BA from SUNY Oswego. Jeanine is a member of the Law Library Association of Greater New York Education Committee and assisted in planning the award winning January 2014 conference "Law Firm of Tomorrow", held as part LLAGNY 75th Anniversary year. She is a member of the Special Libraries Association and is currently the Associate Librarian at the firm of Carter Ledyard & Milburn LLP Emily Moog Emily started as a page at New York Public Library and has worked more than two decades as a law librarian in NYC, working at both Paul Weiss and Cleary Gottlieb. Emily is also a real New Yorker, having earned her Masters from Long Island University, a second Masters from Fordham University, and her BA from St. John's University. Emily is the Law Librarian at the firm of Carter Ledyard & Milburn LLP. She has twice been a Board member of the Law Library Association of Greater New York and is a contributor to LLAGNY's publication "Law Lines". Nathan Rosen Nathan Rosen is a knowledge specialist with over 30 years of expertise and has his Masters of Science in Library Services from Columbia University and a Juris Doctor from the University of Missouri at Kansas City. He has worked as a Librarian in a wide variety of libraries, including; law school, business, public, university, and law firm. Nathan is a member of the Missouri Bar Association, United States Supreme Court Bar, United States Tax Court Bar, and was a litigator for almost five years in Missouri. He is a frequent speaker, author of more than 200 articles and books, as well as has presented many CLE programs on topics such as legal ethics research, bankruptcy law research, and advanced Internet searching. Nathan was the first librarian to be recognized as a top innovator by "Inside Counsel" magazine and was profiled as a top researcher on Wall Street in a book on "Super Searchers of Wall Street." Previously he was the Library Research Manager at Dechert LLP, Information Resources Manager for the New York office of Morrison & Foerster, and Vice President at Credit Suisse's Legal & Compliance Department. He can be reached at nathan.rosen@rcn.com or at www.linkedin.com/in/nathanrosen/. 3 Faculty Biographies Jeanine McPartlin Jeanine has been a practicing librarian for over ten years for some of NYC's largest firms, such as Paul Weiss and Cleary Gottlieb; also worked in financial services and investment banks, including Credit Suisse, Evercore and Lazard for about 5 years. She is a real New Yorker having received her Masters from CUNY Queens College, her Paralegal Certificate from Adelphi University, and her BA from SUNY Oswego. Jeanine is a member of the Law Library Association of Greater New York Education Committee and assisted in planning the award winning January 2014 conference "Law Firm of Tomorrow", held as part LLAGNY 75th Anniversary year. She is a member of the Special Libraries Association and is currently the Associate Librarian at the firm of Carter Ledyard & Milburn LLP. Emily Moog Emily started as a page at New York Public Library and has worked more than two decades as a law librarian in NYC, working at both Paul Weiss and Cleary Gottlieb. Emily is also a real New Yorker, having earned her Masters from Long Island University, a second Masters from Fordham University, and her BA from St. John’s University. Emily is the Law Librarian at the firm of Carter Ledyard & Milburn LLP. She has twice been a Board member of the Law Library Association of Greater New York and is a contributor to LLAGNY's publication "Law Lines". Nathan Rosen Nathan Rosen is a knowledge specialist with over 30 years of expertise and has his Masters of Science in Library Services from Columbia University and a Juris Doctor from the University of Missouri at Kansas City. He has worked as a Librarian in a wide variety of libraries, including; law school, business, public, university, and law firm. Nathan is a member of the Missouri Bar Association, United States Supreme Court Bar, United States Tax Court Bar, and was a litigator for almost five years in Missouri. He is a frequent speaker, author of more than 200 articles and books, as well as has presented many CLE programs on topics such as legal ethics research, bankruptcy law research, and advanced Internet searching. Nathan was the first librarian to be recognized as a top innovator by "Inside Counsel" magazine and was profiled as a top researcher on Wall Street in a book on "Super Searchers of Wall Street." Previously he was the Library Research Manager at Dechert LLP, Information Resources Manager for the New York office of Morrison & Foerster, and Vice President at Credit Suisse’s Legal & Compliance Department. He can be reached at nathan.rosen@rcn.com or at www.linkedin.com/in/nathanrosen/.
  4. 4. 4 4 Law Library Association of Greater New York On November 17, 1938, 45 librarians met at the Cortile restaurant on West 43rd Street in New York City to form the Law Library Association of Greater New York. The purpose of the Association was to "assist in the professional standing of law librarians." It was to include librarians in New York County, as well as the adjoining counties in New York and New Jersey. Today LLAGNY has 700 members, 70% of whom work in private law libraries. LLAGNY became incorporated as a non-profit organization in New York State on August 24, 1987. The Outreach Programs Committee develops and conducts New York CLE programming for LLAGNY members and the legal community LLAGNY became an approved provider of NY CLE on June 28, 2013. The Committee builds relationship opportunities with law professors, industry experts and CLE accredited providers to enrich the LLAGNY portfolio of CLE options. Starting in 2014, the Outreach Programs Committee started on a new venture to bring legal research programs directly to the law firm. Programming will be customized for the needs of the individual firm with the help of the in-house professional library staff. Law Librarians from the firm will be able to help train and teach their attorneys in legal research in conjunction with the law librarians brought in by the Outreach Programs Committee. Law Library Association of Greater New York On November 17, 1938, 45 librarians met at the Cortile restaurant on West 43rd Street in New York City to form the Law Library Association of Greater New York. The purpose of the Association was to "assist in the professional standing of law librarians." It was to include librarians in New York County, as well as the adjoining counties in New York and New Jersey. Today LLAGNY has 700 members, 70% of whom work in private law libraries. LLAGNY became incorporated as a non-profit organization in New York State on August 24, 1987. The Outreach Programs Committee develops and conducts New York CLE programming for LLAGNY members and the legal community LLAGNY became an approved provider of NY CLE on June 28, 2013. The Committee builds relationship opportunities with law professors, industry experts and CLE accredited providers to enrich the LLAGNY portfolio of CLE options. Starting in 2014, the Outreach Programs Committee started on a new venture to bring legal research programs directly to the law firm. Programming will be customized for the needs of the individual firm with the help of the in-house professional library staff. Law Librarians from the firm will be able to help train and teach their attorneys in legal research in conjunction with the law librarians brought in by the Outreach Programs Committee. 44 Law Library Association of Greater New York On November 17, 1938, 45 librarians met at the Cortile restaurant on West 43rd Street in New York City to form the Law Library Association of Greater New York. The purpose of the Association was to "assist in the professional standing of law librarians." It was to include librarians in New York County, as well as the adjoining counties in New York and New Jersey. Today LLAGNY has 700 members, 70% of whom work in private law libraries. LLAGNY became incorporated as a non-profit organization in New York State on August 24, 1987. The Outreach Programs Committee develops and conducts New York CLE programming for LLAGNY members and the legal community. LLAGNY became an approved provider of NY CLE on June 28, 2013. The Committee builds relationship opportunities with law professors, industry experts and CLE accredited providers to enrich the LLAGNY portfolio of CLE options. Starting in 2014, the Outreach Programs Committee started on a new venture to bring legal research programs directly to the law firm. Programming will be customized for the needs of the individual firm with the help of the in-house professional library staff. Law Librarians from the firm will be able to help train and teach their attorneys in legal research in conjunction with the law librarians brought in by the Outreach Programs Committee.
  5. 5. 5 TABLE OF CONTENTS TAB I. Overview M & A Transactions 1 Presented by Nathan Rosen, J.D. i. Securities Laws — Print, Web, Database Sources ii. Primary Documents — Government Websites, PLC, Company Websites iii. Litigation — Issues in Delaware iv. News & Statistics — Law Firm Newsletters, Websites, Alert Services v. Description of Filings Used in M & A II. Practical Law, Practicing Law Institute & Print Sources for M & A Research 2 Presented by Emily Moog, M.L.S. i. Practical Law — Using PL to Research M & A Terms and Trends to Obtain Standard Documents; Checklists and Drafting Notes; Researching International and State Laws; Using "What's Market" to Research Examples of Recent M & A Filings and Keeping Current with Trends ii. Practicing Law Institute — Researching PLI.edu for Recent Handbooks/Articles on M & A Topics and Researching M & A Topics Across Practice Areas iii. CL&M Print Collection — Researching/Demonstration of Online Catalogue to Find M & A Materials; Recommendations of M & A Treatises Such as Securities Law Handbooks and BNA Portfolios; Utilizing NY Law Institute and LLAGNY Memberships III. Intelligize & Intelliconnect as Sources for M & A Research 3 Presented by Jeanine McPartlin, M.L.S. i. Intelligize — Finding Specific Types of Mergers and Merger Agreements with Various Criteria; Searching Law Firm Memos for Merger Topics; Comparing Language Used by Companies in Sections of Filings ii. CCH Intelliconnect — Finding Annotated Version of Securities Regulations; Using Blue Sky Smart Charts to Compare Various State Laws Governing Mergers; Using Capital Changes to Analyze Company's History of Mergers and Stock Splits 7564782 I 5
  6. 6. Introduction: Overview of M&A Transactions Nathan Rosen, Esq. Library Research Manager & Knowledge Specialist 6 Introduction: Overview of M&A Transactions Nathan Rosen, Esq. Library Research Manager & Knowledge Specialist 5 Introduction: Overview of M&A Transactions Nathan Rosen, Esq. Library Research Manager & Knowledge Specialist 6
  7. 7. 7 Overview M&A transactions 1 — Laws • Print • SEC.gov (statutes and final, interim & proposed rules, along with releases) • CCH IntelliConnect 2 — Primary documents • SEC.gov • PLC • Company specific websites 3 — Litigation (especially Delaware) 4 — News & statistics Law firm newsletters and alerts collections • Lexology (www.lexology.com) • JD Supra (www.jdsupra.com) • Mondaq (www.mondaq.com) Websites • M&A Portal by Bureau van Dijk • Institute of Mergers, Acquisitions and Alliances produces publications, statistics, news and courses • Mergers & Acquisitions Review by Thomson Reuters • US M&A News & Trends by Factset • M&A Financial Advisory Rankings by Bloomberg • DealBook in the New York Times • Mergers & Acquisitions by Reuters • Mergers & Acquisitions Committee & the Market Trends Subcommittee of the American Bar Association Business Law Section • Mergers Acquisitions & Joint Venture guide by the Library of Congress Linkedln groups • Mergers & Acquisitions Network • Global Mergers & Acquisitions Association • Mergers & Acquisitions • Mergers & Acquisitions Professionals 5 - Description of filings used for M & A work 6 Overview M&A transactions 1 — Laws • Print • SEC.gov (statutes and final, interim & proposed rules, along with releases) • CCH IntelliConnect 2 — Primary documents • SEC.gov • PLC • Company specific websites 3 — Litigation (especially Delaware) 4 — News & statistics Law firm newsletters and alerts collections • Lexology (www.lexology.com) • JD Supra (www.jdsupra.com) • Mondaq (www.mondaq.com) Websites • M&A Portal by Bureau van Dijk • Institute of Mergers, Acquisitions and Alliances produces publications, statistics, news and courses • Mergers & Acquisitions Review by Thomson Reuters • US M&A News & Trends by Factset • M&A Financial Advisory Rankings by Bloomberg • DealBook in the New York Times • Mergers & Acquisitions by Reuters • Mergers & Acquisitions Committee & the Market Trends Subcommittee of the American Bar Association Business Law Section • Mergers Acquisitions & Joint Venture guide by the Library of Congress Linkedln groups • Mergers & Acquisitions Network • Global Mergers & Acquisitions Association • Mergers & Acquisitions • Mergers & Acquisitions Professionals 5 - Description of filings used for M & A work Overview M&A transactions 1 – Laws • Print • SEC.gov (statutes and final, interim & proposed rules, along with releases) • CCH IntelliConnect 2 – Primary documents • SEC.gov • PLC • Company specific websites 3 – Litigation (especially Delaware) 4 – News & statistics Law firm newsletters and alerts collections • Lexology (www.lexology.com) • JD Supra (www.jdsupra.com) • Mondaq (www.mondaq.com) Websites • M&A Portal by Bureau van Dijk • Institute of Mergers, Acquisitions and Alliances produces publications, statistics, news and courses • Mergers & Acquisitions Review by Thomson Reuters • US M&A News & Trends by Factset • M&A Financial Advisory Rankings by Bloomberg • DealBook in the New York Times • Mergers & Acquisitions by Reuters • Mergers & Acquisitions Committee & the Market Trends Subcommittee of the American Bar Association Business Law Section • Mergers Acquisitions & Joint Venture guide by the Library of Congress LinkedIn groups • Mergers & Acquisitions Network • Global Mergers & Acquisitions Association • Mergers & Acquisitions • Mergers & Acquisitions Professionals 5 - Description of filings used for M & A work 7
  8. 8. 8 7 • Tender offer Statement (Schedule TO) when purchase stock from public shareholders rather than target. • Proxy (14A) and information statement (14C) describe the terms of the merger. The form prefixes-"PREM" and "DEFM" stand for preliminary and definitive statement. • 13D — report of beneficial ownership of 5% of any class of stock which acts as early warning system. Form 3 when they reach 10% ownership of equity security with Form 4 for changes in position. • Schedule 14D-9 for solicitation/Recommendation statement involving the Board's position on the Tender offer • Form S-4 for merger in which the applicable state law would not require the solicitation of the votes or consents of all of the security holders of the company being acquired. • 8K & 6K often include information related to the M&A activities. Often include information about Board defenses like; poison pills, staggered boards, Fair Price Charter provisions, expanded board, super-majority vote requirement for amendment to bylaws, restricting stockholder right to call for special meeting, and creating a second class of stock with superior voting rights. Additional lists of the most/biggest/etc. corporate deals for the preceding year are listed: • Corporate Scorecard supplement to the April issue of The American Lawyer http://www.americanlawyer.com/id=1395154455727/Comorate- Scorecard- 2014?slreturn=20141121211814 • Corporate Control Alert (January-February issue), • Investment Dealer's Digest (January issue), and • M&A league tables on Thomson Reuters' Deals Intelligence (access is via free registration). UAL 7 • Tender offer Statement (Schedule TO) when purchase stock from public shareholders rather than target. • Proxy (14A) and information statement (14C) describe the terms of the merger. The form prefixes-"PREM" and "DEFM" stand for preliminary and definitive statement. • 13D — report of beneficial ownership of 5% of any class of stock which acts as early warning system. Form 3 when they reach 10% ownership of equity security with Form 4 for changes in position. • Schedule 14D-9 for solicitation/Recommendation statement involving the Board's position on the Tender offer • Form S-4 for merger in which the applicable state law would not require the solicitation of the votes or consents of all of the security holders of the company being acquired. • 8K & 6K often include information related to the M&A activities. Often include information about Board defenses like; poison pills, staggered boards, Fair Price Charter provisions, expanded board, super-majority vote requirement for amendment to bylaws, restricting stockholder right to call for special meeting, and creating a second class of stock with superior voting rights. Additional lists of the most/biggest/etc. corporate deals for the preceding year are listed: • Corporate Scorecard supplement to the April issue of The American Lawyer http://www.americanlawyer.com/id=1395154455727/Comorate- Scorecard- 2014?slreturn=20141121211814 • Corporate Control Alert (January-February issue), • Investment Dealer's Digest (January issue), and • M&A league tables on Thomson Reuters' Deals Intelligence (access is via free registration). UAL • Tender offer Statement (Schedule TO) when purchase stock from public shareholders rather than target. • Proxy (14A) and information statement (14C) describe the terms of the merger. The form prefixes-"PREM" and "DEFM" stand for preliminary and definitive statement. • 13D – report of beneficial ownership of 5% of any class of stock which acts as early warning system. Form 3 when they reach 10% ownership of equity security with Form 4 for changes in position. • Schedule 14D-9 for solicitation/Recommendation statement involving the Board’s position on the Tender offer • Form S-4 for merger in which the applicable state law would not require the solicitation of the votes or consents of all of the security holders of the company being acquired. • 8K & 6K often include information related to the M&A activities. Often include information about Board defenses like; poison pills, staggered boards, Fair Price Charter provisions, expanded board, super-majority vote requirement for amendment to bylaws, restricting stockholder right to call for special meeting, and creating a second class of stock with superior voting rights. Additional lists of the most/biggest/etc. corporate deals for the preceding year are listed: • Corporate Scorecard supplement to the April issue of The American Lawyer http://www.americanlawyer.com/id=1395154455727/Corporate-Scorecard- 2014?slreturn=20141121211814 • Corporate Control Alert (January-February issue), • Investment Dealer's Digest (January issue), and • M&A league tables on Thomson Reuters' Deals Intelligence (access is via free registration). 8
  9. 9. Search for M&A deal info 0=111.11iSearch Zephyr Q Zephyr is a database of M&A deals and rumours Do a free deal search and use yoircirediffilebit card to buy detailed reports. RIMBlog Deal making on course for a bumper year in 2014 bra 'Mad Friday today, reportedly the busiest day it the UK in December for Christmas parties. But I doubt our M&A deal makers will be taking their feet off the gas as we count down towards the end of 2014. Read me,.. Sign it Register ,c) M&A PORTAL Search: Home NI&A Reports Features Events Research Blog Editorial News Contact What is the M&A Portal'. The M&A Portal is a resource for anyone interested in VISA Deals intelligence and information. We host M&A news deal commentary. features and research papers written by experts across the globe. M&A Reports Week in Review, 8th December 2014 The week's largest M&A deal by value was Burger King completing the acquisition of Tin Horton for USD 10,915 million. Read more... Week in Review, 1st December 2014 The week's largest M&A deal by value was Attire increasing its offer for Ors Portuguese assets to USD 0.214 million. Read more... Iberia, November 2014 The value of mergers and acquisitions (M&A) targeting Iberian companies jumped to a new 12-month high in November of EUR 16.185 mllion. Read more... North America November 2014 The value of mergers and acquisitions (M&A) targeting North American companies advanced 30 per cent to USD 179.314 million in November. Read more... View all reports... My MBA News M&A News Zephyr Editorial News Fg) Perficient to buy Zeon Technology management frrn Perficient has agreed to acquire US-based Zeon Solutions for about USD 35.70 Read more... Posted on Fri. 19 Dec 2014 15:0353 GMT Rai, Rogers to buy Arlon Engineered materials maker Rogers is acquirrig US-based silicone rubber technology firm Arlon for USD 157.00 million.... Read more... Posted on Fri; 19 Dec 2014 14.23:58 GMT PIN Honeywell sweetens Dover up with acquisition of Datamax-O'Neil Florida-based Dover has irked an agreement to sell its Datamax-O'Neil business to Honeywell in a deal valued at USD 12.5.00 minion.... Read more... Postedon Fri, 19 Dec 2014 13:35:43 GMT Research ZEW-ZEPHYR M&A Index Germany: M&A Activity Is Picking up Pace Again An upward trend in mergers and acquisitions (M&A) with German participation has recently begun to... Read more... DealMarket PE News Digest - issue 166 In the latest edition of DeelMarkeds PE News Digest, a lock at healthcare M&A, which is... Read more... I Latest Features Angels tempted by German recipe and ingredients retailer in November Decreased volume of angel investments in European companies in November to date hes not stopped... Read more... French clothing maker targeted by angels in September So far in September there have been a total of 21 European angel investment desks... Read View el features... 9 8 Pregin Private Equity Spotlight, December 2014 . . Contact Us http://www.mandaportal.com/ Asvociatbn of reaterNew York Search for M&A deal info ac=iimSearch Zephyr Q Zephyr is a database of M&A deals and rumours. Do a free deal search and use yetreredifidebit card to buy detailed reports. RIM Blog Deal making on course for a bumper year in 2014 We 'MedFriday today. reportedly the busiest day it the UK in December for Christmas parties But I doubt our M&A deal makers will be taking their feet off the gas as we count down towards the end of 2014. Read me,.. I Latest Features Angels tempted by German recipe and ingredients retailer in November Decreased volume of angel investments in European companies in November to date hes not stopped... Read more... French clothing maker targeted by angels in September So far in September there have been a total of 21 European angel investment desks... Read View el features... Contact Us 8 Sign it Register ,c) M&A PORTAL Search:I Home NI&A Reports Features Events Research Blog Editorial News Contact What is the M&A Portal'. The MBA Portal is a resource for anyone interested in VISA Deals intelligence and information. We host M&A news deal commentary. features and research papers written by experts acrossthe globe. M&A Reports Week in Review, 8th December 2014 The week's largest M&A deal by value was Burger }Gig completing the acquisition of Tin Horton for USD 10,915 million. Read more... Week in Review, 1st December 2014 The week's largest M&A deal by value was Altioe increasing its offer for Ors Portuguese assets to USD 0.214 million. Read more... Iberia, November 2014 The value of mergers and acquisitions (M&A) targeting Iberian companies jumped to a new 12-month high in November of EUR '10.185 Read more... North America November 2014 The value of mergers and acquisitions (M&A) targeting North American companies advanced 30 per cent to USD 179.314 million in November. Read more... View all reports... My MBA News M&A News Zephyr Editorial News rig) Perficient to buy Zeon ITechnology management frrn Perficient has agreed to acquire US-based Zeon Solutions for about USD 35.70 million.... Read more... Posted on Fri. 19 Dec 2014 15:0353 GMT Rogers to buy Arlon Engineered materials maker Rogers is acquiring US-based silicone rubber technology firm Arlon for USD 157.00 million.... Read more... Posted on Fri; 19 Dec 2014 14.23:58 GMT ik-11 Honeywell sweetens Dover up with acquisition of Datamax-O'Neil Florida-based Dover has liked an agreement to sell its Datamax-O'Neil business to Honeywell in a deal valued at USD 12.5.00 minion.... Read more... Posted on Fri, 19 Dec 2014 13:35:43 GMT Research ZEVV-ZEPHYR M&A Index Germany: M&A Activity Is Picking up Pace Again An upward trend in mergers and acquisitions (M&A) with German participation has recently begun to... Read more... DealMarket PE News Digest - issue 166 In the latest edition of DealMarkeds PE News Digest, a lock at healthcare M&A, which is... Read more... Preqin Private Equity Spotlight, December 2014 . . http://www.mandaportal.com/ Asvociatbn of creerorNew York http://www.mandaportal.com/ 9
  10. 10. 10 9 BUREAU VAN DIJK zephyr Zephyr Week in Review Week Commencing 8th December 2014 The following report details mergers and acquisitions activity globally during the week commencing 8th December 2014 using data from the Zephyr database. It focuses on deal activity by target company. Aside from M&A Rumours and Opportunities all deals were announced or completed during the week. Contents M&A Top Deals 1 M&A Rumours and Opportunities 2 Top Capital Increase by value 3 Private Equity 3 M&A Top Deal by Value Burger King completes Tim Hortons takeover Target: Tim Hortons Inc. Value: USD 101,915 million Completed date: 12th December 2014 Target region: Canada Target business: Coffee and doughnut retail chain operator US fast food giant Burger King Worldwide completed its previously announced acquisition of Canadian coffee and doughnut chain Tim Hortons. As a result of the takeover, a new publicly-listed entity called Restaurant Brands International has been created to operate the two iconic brands and will become the world's third-largest fast food chain with over 18,000 restaurants in 100 countries and roughly USD 23,000 million in annual sales. Number Two Deal by Value Merck to buy antibiotics maker Cubist Target: Cubist Pharmaceuticals Inc. Value: USD 9,500 million Announced date: 8th December 2014 Target region: US Target business: Biopharmaceuticals manufacturer Merck & Company has agreed to acquire fellow US drug maker Cubist Pharmaceuticals in a take- private transaction with an enterprise value of USD 9,500 million. Stockholders in the Massachusetts- based antibiotics manufacturer will receive USD 102 per share, representing a 37 per cent premium to the last closing price. Under terms of the deal, Cubist has an equity value of USD 8,400 million and Merck will assume USD 1,100 million of the company's debt. Page 1 e Zephyr Zephyr is a database of M&A, IPO, private equity and venture capital deals with links to detailed financial information on companies. For more information visit www7PnhvrrIPalrlata rnm Contact +44 161 838 9552 Zephyr Editorial: ,nhvn.ditorialebvdinfo corn You are free to use any data or common., from this recot in your a-ticles as long as the mace is cited as lephyr piblished by BvIr 9 BUREAU VAN DIJK zephyr Zephyr Week in Review Week Commencing 8th December 2014 The following report details mergers and acquisitions activity globally during the week commencing 8th December 2014 using data from the Zephyr database. It focuses on deal activity by target company. Aside from M&A Rumours and Opportunities all deals were announced or completed during the week. Contents M&A Top Deals 1 M&A Rumours and Opportunities 2 Top Capital Increase by value 3 Private Equity 3 M&A Top Deal by Value Burger King completes Tim Hortons takeover Target: Tim Hortons Inc. Value: USD 101,915 million Completed date: 12th December 2014 Target region: Canada Target business: Coffee and doughnut retail chain operator US fast food giant Burger King Worldwide completed its previously announced acquisition of Canadian coffee and doughnut chain Tim Hortons. As a result of the takeover, a new publicly-listed entity called Restaurant Brands International has been created to operate the two iconic brands and will become the world's third-largest fast food chain with over 18,000 restaurants in 100 countries and roughly USD 23,000 million in annual sales. Number Two Deal by Value Merck to buy antibiotics maker Cubist Target: Cubist Pharmaceuticals Inc. Value: USD 9,500 million Announced date: 8th December 2014 Target region: US Target business: Biopharmaceuticals manufacturer Merck & Company has agreed to acquire fellow US drug maker Cubist Pharmaceuticals in a take- private transaction with an enterprise value of USD 9,500 million. Stockholders in the Massachusetts- based antibiotics manufacturer will receive USD 102 per share, representing a 37 per cent premium to the last closing price. Under terms of the deal, Cubist has an equity value of USD 8,400 million and Merck will assume USD 1,100 million of the company's debt. Page 1 e Zephyr Zephyr is a database of M&A, IPO, private equity and venture capital deals with links to detailed financial information on companies. For more information visit www7PnhvrrIPalrlata rnm Contact +44 161 838 9552 Zephyr Editorial: ,nhvn.ditorialebvdinfo corn You are free to use any data or common., from this recot in your a-ticles as long as the mace is cited as lephyr piblished by BvIr 10
  11. 11. 2'500 2`000 VauleofTransactions 1'500 1'000 500 0 11 10 180140 Announced M&A: North America, I IIVAIIIIM11111111111 11111111111111111111111111 .A111111111111111111111111111 15'0.00 14'000 g 12'000 10'000 8'000 5r0OCI 4'000 Z000 0 1985-2014e In ID r, CO 61 0 F-I N ON Cr in In r, co 6-1 e. .-1 N 111 Cr UN W I, CO 61 0 rl N 61 -IF CI CO ,:r, CS) en CO ch CO N CO N ON 01 ON 01 61 or, ON ,a) 61 ch N ,:F, 61 c-, 61 N 61 ,:r, 61 0 en a 0 a 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 F-I 0 F-I 0 rl 0 rl 0 •,,i- •,4- . a--I rl F-1 F-1 rl F-1 F-1 F-1 rl F-I rl rl rl rl rl rl N Year N r•A N N N N N N N N N N N 0 0 N N YTD: Januaryto September 30; Number -Value e: expected fullyear http://www.imaa-institute.org/statistics-mergers-acquisitions.html#MergersAcquisitions NorthAmerica http://www.statista.com/statistics/245977/number-of-munda-deals-in-the-united-states/ 2'500 2`000 VauleofTransactions 1'500 1'000 500 0 10 180140 Announced M&A: North America, I IIVAIIIIM11111111111 11111111111111111111111111 .A111111111111111111111111111 15'0.00 14'000 g 12'000 10'000 8'000 5r0OCI 4'000 Z000 0 1985-2014e In ID r, CO 61 0 F-I N ON Cr in In r, co 6-1 e. .-1 N 111 Cr UN W I, CO 61 0 rl N 61 -IF CI CO ,:r, CS) en CO ch CO N CO N ON 01 ON 01 61 or, ON ,a) 61 ch N ,:F, 61 c-, 61 N 61 ,:r, 61 0 en a 0 a 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 F-I 0 F-I 0 rl 0 rl 0 •,,i- •,4- . a--I rl F-1 F-1 rl F-1 F-1 F-1 rl F-I rl rl rl rl rl rl N Year N r•A N N N N N N N N N N N 0 0 N N YTD: Januaryto September 30; Number -Value e: expected fullyear http://www.imaa-institute.org/statistics-mergers-acquisitions.html#MergersAcquisitions NorthAmerica http://www.statista.com/statistics/245977/number-of-munda-deals-in-the-united-states/         http://www.imaa-institute.org/statistics-mergers-acquisitions.html#MergersAcquisitions_NorthAmerica http://www.statista.com/statistics/245977/number-of-munda-deals-in-the-united-states/ 11
  12. 12. US Announced Advisors by Target Industry Jan 1- Sep 30 2014 RAM Vol 44: M. ,1,82.9 --911r-131 ) Ram woe Mat Barclays 142958.3 Cal 113.3084 2 485 28 LLC 79.824.5 3 342 18 Nemartl9iel-~1934190 533 Morgan Stoney 93,8954 12 ..11* MP, 53,659.1 2 484 16 00 86,1512 3 44.5 6 HeallIme 13.911 at neer. Mehl Lp2i GOMM .S3:1168 C0 Coma= Slaps Centeiview Partners U_C ..11* MIX, CIO lighTechnology GodmanSacra aCo 189,048.8 121.787.7 1 640 14 116.252.6 2 61.5 19 106,037.6 3 551 II 91,576.4 259 59200.1 1 64.6 7 49447.9 2 53.9 7 41.643.6 3 454 1342357 MiMr.es 34,135.5 1 254 20 28299.5 2 21.1 22 23.912.8 3 17.8 20 60.0% .0% 40.0% 30.0% .0% 10.0% .0% • Hestrcare • inoaselan • nes Esate voininerrecoucti are Semces n8nor1r sro none. • 141011.cmoro9y flicecornm.xaccor. • Materue •ooemmeni now. US Target Announced PA. Target Industry by Value (US$ bill) Jan 1 - Sep . 2014 US Buysicle Financial Sponsor Activity Top Ten US-Target Announced Deals 2/14.2014 000019 Tine C'5/182014 Per41119 Preen/ Inc(100%) AT&T inc 9102014 Pentaig Kb. MoganEnag&adnets (8.316) landkalicegal Ino 422,2014 Per41119 Ale, Inc (91%) V.ant oriamocetilcals RI 7111/2044 Pentaig T- US In Mb%) Mae. 2162014 71112914 Fa. Lisaratake re(1013 =r9LC 7/152014 Pere, Laniard ex (100%) Arrerean Inc 21142014 Penang wrat1Appinc(103%) Faceboot ex 9/292014 T pent. 0kere6011121Cae MOM 15989129.6. 11132014 .302014 6540110(100%) Sure, Mar. Ltd Jan 1 -Sep 30 2014 • Visit htto://dmi.thomsonrsutPts cost to view archives and order custom League Tables h ttp S:nww w th OM son One.0 OM 6 450.0 400.0 350.0 3133.0 74 250.0 2133.0 ce 150.0 103.0 50.0 55.4% 52.7% 47.2%45.9%. =D6 lame 74550) m03 Volurre 0e350) m(22 %dune 71550) :21 Volume (USW %of YAW FS Volurre YID DG/Tar Rdn0 Va.. . . 8.1 asks 11.60 V.I. 07.146.3 UnftiSiaW/UnIFOStees 58.551.1 1.1.1-95.Lliad Sates 562970 Rase/U.1061es 369752 Unaed State! Med Sales 27,737.4 adazinap_ila.Sia.-23.205.3 Med stales/ UMWStaten 19,467.7 Geneaw/11162gales 154402 Japan/ Weed Slates 15.687,5 ./41 and E-r.ertairrert Cable Enffgy 00 PO., 01 & G.36 116.00111.111.016 WEI-61666 C.1.5:ere 04311105!P rot MNSa Hon Tedvoto=1 .. rier Soften& Serie. iamb. ...sumer Slapie6 Fco3 and Beverage 12 11 THOMSON REUTERS Frst No* Abrnts 2014 I Mergers & Acqutstons I Ftrwoal Advsors Americas M&A Americas M&A Increase 67% From First Nine Months 2013 I Energy & Power Volume Drives US Activity I Canadian Activity Rises 35% Americas Deals Intelligence Driven by .al making over $5 bion. Americas volume ncreased 07% over totals reached lymph the first nine months of last year. waxing US$1.7 trilllion in acbvity. from 11.107 enflame. deals. Estimated fees generated fnnot completed deals in the Americas totaled USS13.8 Unice. an 28.4% increase 'Fr= fees earned date the fist nne moths of last US Targeted AMA .o posted significant gains, rising 64.6% over announced MBA dtnng the first rine months of 2013. US-largetel volume accrued a Octal of US$1.3 Sion during the first rine months of 2014. driven by 6.949 teals. The Energy & Paw sector led the US market tar the first rine moths of 2014. with deal volume tothIng US4233.6 biol. an 18.7% market share. Media & Brtertarenent Paced sexed. ocean US$193.4 billon fw a 15.4% share. Healthcare rounded cut the top 3 industries. with USS1E0 billion and a 15.1% share of the market. Mourn., US$145 Men it transaction value. announced Canacian Involvement activity rose by 34.5% over the teas reached in the same period .t year. Concreted Canadian Invciver.rt also rose to USS125.7 bion from 1,405 deals. a 18.5% increase torn completed ad./taxing the first none months of 2013. US targets enjoyed the highest average et nhilples worklv.e during the first rine meths of 2014 (15.1x). followed by Asia es Japan (14.5x). Most industries saw modest increases in multiples compared to the same period .t year. with the biggest increases wing in Industri.. http://share.thomsonreuters.comtgeneral/PR/MA-3Q14-(E).pdf Law u.niAssoution or Grre ter Hr. Ton US Target Announced 1418A Target Industry by Value (US$ bill) Jan 1 - Sep . 2014 US Buysicle Financial Sponsor Activity 55.4% 60.0% .0%52.7% 450.0 400.0 350.0 3133.0 74 250.0 2133.0 ce 150.0 103.0 50.0 =D6 lane 74598) m03 Volurre 7.14350) m(22 lame 7.14350) .:21 Volume 4114150) %a YAW FS Volurre YID 47.2%45.9% 40.0% 30.0% .0% 10.0% .0% •Hestrcare •inoaselan •nes Esate voininerrecoucti are Semces 88ner2,8rA Porter •1410 nuncio. flicecornm.xaccor. •Materue •ooemmeni now. Top Ten US-Target Announced Deals 2414.2014 000019 Tine C'5/132014 Per441119 Preen/ Inc(100%) AT&T Inc 9102014 Pea. 10MerlinganEnen.nalnets (8.316) landellicegal Imo 422,2014 Per441119 Ater, Inc (91%) V.ant oriamocetilcals 0R1 750492014 Pea. T-Motee. ine(06.6%) 7/152014 PerKIng aniard % = SielS r A 2132014 7124 Fart 90296re(10131 9LC Arm.. Inc 21142014 Penang wrat1Appinc(103%) Faceboolt roe 9/292076 T 0e010 068re.21121C019 MOM 14448111419464 11132014 .302014 66.311110 (WO%) Stintay MU, Ltd J. 1 - Sep 30 2014 as/Tar Rd Va.. • ./41311 ETertairmrt: Cade Energy 00 PO., 01 & G.36 ,e3r.1".t31e ..1.1,3,13.r036 116.00111.111.016/ 9'& 61666 Ur5.ene `,..1,1e, 1'003CW 1.1621010e / Phwmaceulcals rign Tecnrcio=1rCerret Sdaare& Sevire6 iamb. Ccreumer Slapie61 Fco2 and Beverage . . 07.146.38.1 asks 11.60 V.I. 1/1.1S1iWiUnIFOStee6 58.551.1 1.1.1-95. Lliad Sates Rase/UnftiSbies 562970 369752 Med Stales) Med Sales 27,737.4 beini.pila.S1i. 23.206.3 Medstates/UMW Sakti Geneaw/1116:151215 19,467.7 154402 Japan/ Unsed Slates 15.687.5 Visit htto://dmi.thomsonrsutPts cost to view archives and order custom League Tables h ttp S:nww w th OM son One.0 OM 6 THOMSON REUTERS Frst No* AbnIts 2014 I Mergers & Acqutstons I Ftrwoal Advsors 11 Americas M&A Americas M&A Increase 67% From First Nine Months 2013 I Energy & Power Volume Drives US Activity I Canadian Activity Rises 35% Americas Deals Intelligence Driven by .al making over $5 bion. Americas volume ncreased 07% over totals reached thrcugh the first nine months of last year. waxing US$1.7 trilllion in acbvity. from 11.107 enflame. deals. Estimated fees generated Snot completed deals in the Americas totaled USS13.8 Unice. an 28.4% increase 'Fr= fees earned date the fist nee moths of last US Targeted AMA .o posted snrificant gains rising 64.6% over announced AMA dtnng the first rine months of 2013. US-largetel volume accrued a Octal of US$1.3 Sion during the first rine momths of 2014. driven by 6.949 teals. The Energy & Paw sector led the US market tar the first rine moths of 2014. with deal volume tothIng US4233.6 biol. an 18.7% market share. Media & Brtertarenent Paced sexed. accang US$193.4 billon fw a 15.4% share. Healthcare rounded cut the top 3 industries. with USS1E0 billion and a 15.1% store of the market. Mourn., US$145 Men it transaction value. announced Canacian Involvement activity rose by 34.5% over the teas reached in the same period .t year. Concreted Canadian Invciver.rt also rose to USS125.7 bion from 1.405 deals. a 18.5% increase torn completed ad./taxing the first nne months of 2013. US targets enjoyed the highest average et nhilples worklv.e during the first rine meths of 2014 (15.1x). followed by Asia es Japan (14.5x). Most industries saw modest increases in multiples compared to the same period .t year. with the biggest increases wing in Industri.. US Announced Advisors by Target Industry Jan 1- Sep 30 2014 ) Rev 444 MI woe Mat ,.4,412.9 Barclays 142.9563 --911r-131 Cal Jellenes LLC 113.308.4 79.824.5 2 3 485 342 28 18 Nemaltl9iel-~ 1934190 93.855.4 533 12 ..11* MIX, 00 HeallIme 93.659.1 86,1512 2 3 484 44.5 16 6 183,048.8 121.787.7 1 640 1413.911 neer. Lp2i 005041 S3.440.1:0 116.252.6 106,037.6 2 3 61.5 551 19 II 91,576.4 59200.1 1 64.6 259 7 Caste= Staples Centennew Partners U_C ..11* MIX, CIO 49.447.9 41643.6 2 3 53.9 454 7 4342357 MiMr.esligh Technology 34.135.5 28299.5 1 2 254 21.1 20 22= = Cadman Sects 8Ce 23.912.8 3 17.8 20 http://share.thomsonreuters.comtgeneral/PR/MA-3Q14-(E).pdf Law u.niAssoution or Ginter Hr. Ton       http://share.thomsonreuters.com/general/PR/MA-3Q14-(E).pdf 12
  13. 13. 13 12 FACTSET FLASHWIRE US MONTHLY Media Questions/Requests media_request@factset.com December 2014 This Issue: US M&A News and Trends U.S. M&A deal activity decreased in November, going down by 11.9% with 956 announcements compared to 1,085 in October. However, aggregate M&A spending increased. In November 109.5% more was spent on deals compared to October. Over the past 3 months, the sectors that have seen the biggest increases in M&A deal activity, relative to the same three month period one year ago, have been: Technology Services (492 vs. 369), Finance (412 vs. 318), Commercial Services (495 vs. 420), Industrial Services (136 vs. 87), and Consumer Services (244 vs. 199). 16 of the 21 sectors tracked by FactSet Mergerstat posted relative gains in deal flow over the last three months compared to the same three months one year prior. Over the past 3 months, the sectors that have seen the biggest declines in M&A deal volume, relative to the same three month period one year ago have been: Non-Energy Minerals (38 vs. 48), Electronic Technology (114 vs. 121), Communications (35 vs. 41), Transportation (55 vs. 60), and Miscellaneous (6 vs. 7). Only five of the 21 sectors tracked by FactSet Mergerstat posted negative relative losses in deal flow over the last three months compared to the same three months one year prior, for a combined loss of 29 deals. Topping the list of the largest deals announced in November are: Actavis Plc entering an agreement to acquire Allergan, Inc. for $67.4 billion; Halliburton Co.'s agreement to acquire Baker Hughes, Inc. for $34.9 billion; Laboratory Corp. of America Holdings deal to acquire Covance, Inc. for $5.9 billion; Berkshire Hathaway, Inc. agreeing to acquire Duracell International, Inc. from Procter & Gamble Co. in exchange for P&G shares currently held by Berkshire Hathaway, Inc. valued at $4.7 billion; Cargill Inc along with Permira Advisers LLP offering to acquire Nutreco NV for $3.7 billion. U.S. private equity activity decreased in November, down 11.1% from October. There were 104 deals in November compared to 117 in October. However, aggregate base equity increased, up by 115.3% to $27.1 billion from October's $12.6 billion. Canadian firms were the biggest buyers of U.S. companies in November. They announced 32 deals for the month, with U.K. companies in second with 20 deals, followed by Germany, Japan and France. The largest deal to purchase a U.S. business was Ireland-based Actavis Plc entering an agreement to acquire Allergan, Inc. for $67.4 billion. Canadian firms were the biggest sellers to U.S. firms with 35 deals, followed by the U.K. and Germany. The largest U.S. deal to acquire of a foreign company was Cargill Inc along with Permira Advisers LLP offering to acquire Netherland-based Nutreco NV for $3.7 billion. The top financial advisors for 2014 based on deal announcements, are: Goldman Sachs & Co., JPMorgan Chase & Co, Morgan Stanley, Bank of America Merrill Lynch, and Barclays Plc. The top five financial advisors, based on the aggregate transaction value of the deals worked on, are: Goldman Sachs & Co., JPMorgan Chase & Co, Bank of America Merrill Lynch, Morgan Stanley, and Barclays Plc. The top legal advisors for 2014 based on deal announcements, are: Kirkland & Ellis LLP, Jones Day LP, Skadden, Arps, Slate, Meagher & Flom LLP, Weil, Gotshal & Manges LLP, and Simpson Thacher & Bartlett LLP. The top five legal advisors, based on the aggregate transaction value of the deals worked on, are: Skadden, Arps, Slate, Meagher & Flom LLP, Weil, Gotshal & Manges LLP, Sullivan & Cromwell LLP, Simpson Thacher & Bartlett LLP, and Wachtel], Lipton, Rosen & Katz. 2 US Merger Metrics 2 US Middle Market Monitor 3 US Sector Activity & Value 4 Sector Spotlight: Producer Manufacturer 5 US Strategic Buyer Report 5 US Private Equity Report 6 Top US Advisors 7 Top US Deals Scoreboard https://www.factset.corntrnehaerstat ern/monthly/US Flashwire Monthly.pdf lAw Library Mseciation of reefer New York 12 FACTSET FLASHWIRE US MONTHLY Media Questions/Requests media_request@factset.com December 2014 This Issue: US M&A News and Trends U.S. M&A deal activity decreased in November, going down by 11.9% with 956 announcements compared to 1,085 in October. However, aggregate M&A spending increased. In November 109.5% more was spent on deals compared to October. Over the past 3 months, the sectors that have seen the biggest increases in M&A deal activity, relative to the same three month period one year ago, have been: Technology Services (492 vs. 369), Finance (412 vs. 318), Commercial Services (495 vs. 420), Industrial Services (136 vs. 87), and Consumer Services (244 vs. 199). 16 of the 21 sectors tracked by FactSet Mergerstat posted relative gains in deal flow over the last three months compared to the same three months one year prior. Over the past 3 months, the sectors that have seen the biggest declines in M&A deal volume, relative to the same three month period one year ago have been: Non-Energy Minerals (38 vs. 48), Electronic Technology (114 vs. 121), Communications (35 vs. 41), Transportation (55 vs. 60), and Miscellaneous (6 vs. 7). Only five of the 21 sectors tracked by FactSet Mergerstat posted negative relative losses in deal flow over the last three months compared to the same three months one year prior, for a combined loss of 29 deals. Topping the list of the largest deals announced in November are: Actavis Plc entering an agreement to acquire Allergan, Inc. for $67.4 billion; Halliburton Co.'s agreement to acquire Baker Hughes, Inc. for $34.9 billion; Laboratory Corp. of America Holdings deal to acquire Covance, Inc. for $5.9 billion; Berkshire Hathaway, Inc. agreeing to acquire Duracell International, Inc. from Procter & Gamble Co. in exchange for P&G shares currently held by Berkshire Hathaway, Inc. valued at $4.7 billion; Cargill Inc along with Permira Advisers LLP offering to acquire Nutreco NV for $3.7 billion. U.S. private equity activity decreased in November, down 11.1% from October. There were 104 deals in November compared to 117 in October. However, aggregate base equity increased, up by 115.3% to $27.1 billion from October's $12.6 billion. Canadian firms were the biggest buyers of U.S. companies in November. They announced 32 deals for the month, with U.K. companies in second with 20 deals, followed by Germany, Japan and France. The largest deal to purchase a U.S. business was Ireland-based Actavis Plc entering an agreement to acquire Allergan, Inc. for $67.4 billion. Canadian firms were the biggest sellers to U.S. firms with 35 deals, followed by the U.K. and Germany. The largest U.S. deal to acquire of a foreign company was Cargill Inc along with Permira Advisers LLP offering to acquire Netherland-based Nutreco NV for $3.7 billion. The top financial advisors for 2014 based on deal announcements, are: Goldman Sachs & Co., JPMorgan Chase & Co, Morgan Stanley, Bank of America Merrill Lynch, and Barclays Plc. The top five financial advisors, based on the aggregate transaction value of the deals worked on, are: Goldman Sachs & Co., JPMorgan Chase & Co, Bank of America Merrill Lynch, Morgan Stanley, and Barclays Plc. The top legal advisors for 2014 based on deal announcements, are: Kirkland & Ellis LLP, Jones Day LP, Skadden, Arps, Slate, Meagher & Flom LLP, Weil, Gotshal & Manges LLP, and Simpson Thacher & Bartlett LLP. The top five legal advisors, based on the aggregate transaction value of the deals worked on, are: Skadden, Arps, Slate, Meagher & Flom LLP, Weil, Gotshal & Manges LLP, Sullivan & Cromwell LLP, Simpson Thacher & Bartlett LLP, and Wachtel], Lipton, Rosen & Katz. 2 US Merger Metrics 2 US Middle Market Monitor 3 US Sector Activity & Value 4 Sector Spotlight: Producer Manufacturer 5 US Strategic Buyer Report 5 US Private Equity Report 6 Top US Advisors 7 Top US Deals Scoreboard https://www.factset.corntrnehaerstat ern/monthly/US Flashwire Monthly.pdf lAw Library Mseciation of reefer New York https://www.factset.com/mergerstat_em/monthly/US_Flashwire_Monthly.pdf 13
  14. 14. Table of Contents 1, Introducton 2. Glob, Market Commentary 4. Glob, Regional Volume 5. Global Aggregate Deal Statistics 6. Global Top Deals 9. Global M8A ActvIty 10, M&A League Tables By Industry 11. Glob, Announced Deals 12. Cross Border Annorced Deals 13, Global Private Equity Amounted Deals 14. North America Announced Deals 18. Leen America Announced Deals 20. EMEA Announced Dears 31. Asia-Payne Announced Deals 39. Disca rrer For data submissions or queries. please contact: Contact Phone F. Email North America Eshani Gupte 41-212-617-5969 01-9174693965 egupte@bloombergnet EMEA Paula COOk.inan 044-20-3525-8104 044-20-7942-1792 pcookdmanl@bloomberg.net Asia Pacific Devanshi Desai +61-2-9777-8661 +G1-2-9770-8561 dparekh10@bloornbeng.net LATAM Fernando Simon +55-11-3048-4619 055-113048-4669 fsimon5@bleornberg.net General M&A queries may be submitted to: rn-a@bloombem.net For 24 hour global customer support call +1 212 318 2000 +44 20 7330 7500 +65 6212 1000 or press the HELP key twice on the BLOOMBERG PROFESSIONAL(R) service. +81 3 3201 8900 14 13 Bloomberg Bloomberg 2013 Annual Mergers and Acquisitions Financial Advisory Rankings The Bloomberg M. Advisory League Tables are the definitive publication of M. advisory rankings. The tables represent the top financial and legal advisors across a broad array of deal types. regions. and industry sectors. The rankings data is comprised of mergers. acquisitions. divestitures. spin-offs. debt-for-equity-swaps. joint ventures. private placements of common equity and convertible securities. and the cash injection component, recapitalizations according to Bloomberg standards. Bloomberg M&A delivers real-time coverage of the M. market from nine countries around the world. We provide a global perspective and local insight into unique deal structures in various markets through a network of over 800 financial and legal advisory firms, ensu 'Mg an accurate refiectim of key market trends. Our quarterly league table rankings area leading benchmark for legal and financial advisory performance. and DealSpace & DealBrief newsletters provide summary highlights of weekly M&A activity and top deal trends. Visit (NI LEAG CRL <GO>) to download copies of the final release and a full range of market specific league table results. Type MA <GO> 96 <GO> 82 <GO> to view live rankings. h ttp://www. bloom berg .com/p rofess iona I/co nte nt/upload s/site,s/2/2014/01/M-an d-A-2013 .pdf law U., Av.:WI. of Greater New York Table of Contents 1, Introducton 2. Glob, Market Commentary 4. Glob, Regional Volume 5. Global Aggregate Deal Statistics 6. Global Top Deals 9. Global M8A ActvIty 10, M&A League Tables By Industry 11. Glob, Announced Deals 12. Cross Border Annorced Deals 13, Global Private Equity Amounted Deals 14. North America Announced Deals 18. Leen America Announced Deals 20. EMEA Announced Dears 31. Asia-Payne Announced Deals 39. Disca rrer For data submissions or queries. please contact: Contact Phone F. Email North America Eshani Gupte 41-212-617-5969 01-9174693965 egupte@bloombergnet EMEA Paula COOk.inan 044-20-3525-8104 044-20-7942-1792 pcookdmanl@bloomberg.net Asia Pacific Devanshi Desai +61-2-9777-8661 +G1-2-9770-8561 dparekh10@bloornbeng.net LATAM Fernando Simon +55-11-3048-4619 055-113048-4669 fsimon5@bleornberg.net General M&A queries may be submitted to: m-a@bloombergnet For 24 hour global customer support call +1 212 318 2000 +44 20 7330 7500 +65 6212 1000 or press the HELP key twice on the BLOOMBERG PROFESSIONAL(R) service. +81 3 3201 8900 Bloomberg Bloomberg 2013 Annual Mergers and Acquisitions Financial Advisory Rankings The Bloomberg M. Advisory League Tables are the definitive publication of M. advisory rankings. The tables represent the top financial and legal advisors across a broad array of deal types. regions. and industry sectors. The rankings data is comprised of mergers. acquisitions. divestitures. spin-offs. debt-for-equity-swaps. joint ventures. private placements of common equity and convertible securities. and the cash injection component, recapitalizations according to Bloomberg standards. Bloomberg M&A delivers real-time coverage of the M. market from nine countries around the world. We provide a global perspective and local insight into unique deal structures in various markets through a network of over 800 financial and legal advisory firms, ensu 'Mg an accurate refiectim of key market trends. Our quarterly league table rankings area leading benchmark for legal and financial advisory performance. and DealSpace & DealBrief newsletters provide summary highlights of weekly M&A activity and top deal trends. Visit (NI LEAG CRL <GO>) to download copies of the final release and a full range of market specific league table results. Type MA <GO> 96 <GO> 82 <GO> to view live rankings. 13 h ttp://www. bloom berg .com/p rofess iona I/co nte nt/upload s/site,s/2/2014/01/M-an d-A-2013 .pdf law U., Av.:WI. of Canter New York                     http://www.bloomberg.com/professional/content/uploads/sites/2/2014/01/M-and-A-2013.pdf 14
  15. 15. 08 '12 15 14 DeaLB%kILIEFtGER8 &ACGUIBTON8 I 'INVESTMENT SANIKING 'PRIVATE EQUITY I HEDGE FUNDS I I.P.0.10FFERIN. INVESTMENT BANKING I MERGERS & ACQUIS MONS Mergers Hit a 7-Year High, Propelled by a Series of Blockbuster Deals By ABEL MEL J. DE LA NIERCED JUNE 30, 20158:13 PM MERGERS AND ACQUISITIONS Quarterly activity $1.5 trilion 1 Occnrnent Market share, 2nd qtr. 2014 Rest of world Lin ,cd $tate5 V338. bill on 5449 billion 59% 41% Worldwide deals by industry, through 2nd quarter 2014, in billions {`.able Oil and Health care equipment Nonteskiential Pharmaceuticals I gas and supplies rra estate $164 S-137— 4Z Mr-OD Mel indutAnDS: $825 bulk Si I I Food and Asset Other Telecommunications Condrudion beverages management real estate services materials 2014 through 2nd quarter worldwide mergers and acquisitions Tia $177 (Mon The New York Times Emoit S T,a re IF Tweet 111 Save Deal makers have been thinking big this year. Buoyed by some of the biggest deals in recent memory, 2014 has so far been the kind of year that bankers and lawyers have been awaiting for some time. 'People are willing to make bigger bets on transactions than they were two years ago.," said Stephen Arcano, a partner at the law firm Skadden, Arps, Slate, Meagher & Flom. http://dealbook.nytimes.com/2014/06/30/propelled-by-a-series-of-bbxkbuster-deals-mergers-hit-a-7- Vear-highr? 08 '12 DeaLB%kILIEFtGER8 &ACGUIBTON8 I 'INVESTMENT SANIKING 'PRIVATE EQUITY I HEDGE FUNDS I I.P.0.10FFERIN. INVESTMENT BANKING I MERGERS & ACQUIS MONS Mergers Hit a 7-Year High, Propelled by a Series of Blockbuster Deals 14 By ABEL MEL J. DE LA NIERCED JUNE 30, 20158:13 PM MERGERS AND ACQUISITIONS Quarterly activity $1.5 ninon 1 Occnrnent Market share, 2nd qtr. 2014 Rest of .71C1 Un,cdi$tates $638 bill on 5449 billion 59% 41% Worldwide deals by industry, through 2nd quarter 2014, in billions {`.able Oil and Health care equipment Nonresidential Pharmaceuticals I gas and supplies real estate Ei-1-6-4 S-137— '---81 M '-7 WS -Wrill _ $6, _7 '' t" Ma -1 Mr- CO Met intiArkt: $828 bulk I 1— I Food and Asset Other Telecommunications Construction beverages management real estate services materials 2014 through 2nd quarter worldwide mergers and acquisitions Tia $177 (Mon The New York Times Emsit awe, IF Tweet l Save Deal makers have been thinking big this year. Buoyed by some of the biggest deals in recent memory, 2014 has so far been the kind of year that bankers and lawyers have been awaiting for some time. 'People are willing to make bigger bets on transactions than they were two years ago," said Stephen Arcano, a partner at the law firm Skadden, Arps, Slate, Meagher & Flom. http://dealbook.nytimes.com/2014/06/30/propelled-by-a-series-of-bbxkbuster-deals-mergers-hit-a-7- Vear-highr? http://dealbook.nytimes.com/2014/06/30/propelled-by-a-series-of-blockbuster-deals-mergers-hit-a-7- year-high/?_r=0 15
  16. 16. ;=11 11 i Ell g el Sias n't-Ul"alid lab" iowaviaisI us- I -.sousI uuti I ssa I eons I uh— Raw. 4.6% +143% —6.5% T4, s=m Comte Sews rem entprritt arre Arm timesaver. The pleree bsi campanniel AAA. Pyre traree OAT. new cet ownewatua n Why the Oen Pierer Work' Often Aren't A Food teal Tees Serena ApeEnut the Tide °Aiding Up the Ann /Art a &Wow, Morgan Stanley end Bank of Ammons Five Years On a itarwr—ee emmenewsaanetrunnen dw- 16 15 Dea1,13%karrx- II I amm, I ------ I I.---- I W n s n le- a o n innin DC in .sem Payouts Approach $170 Million in Bank of America Case 6th martini The whistle-blowers are collecting payments equal to at perceM to t7 percent of specific portions of thefateral government's $16.65 billion Ban or enercarerehel•31•AStrare tea ciAlsaleeme Amin. eeternmen-1.00/Argeres Arre•Presse— Gale er Art Arrowroot I um A rAe em Why the 'Best Places to Work' Often Aren't it I .r SCHMANI2 Few companies recognize that it's not the number of hours their people worldhat determines the value they create, but rather the energy they Ming to the hours they work, writes Tony Schwarla in the Life@Work column.. eo.on Year pay, early investor, pulled off one of the largest initial public slack offerings in the biotechnology sector...L... Fed' Delay of Parts of Volcker Of In. In Rule Is Another Victory for Banks The halm' win en the Vokker Ride came jest days after Congress passed legislation that gulled a regulation that foamed on derivatives.nammtE del...• tam. pronto:Inom wain atomism maws timber.' dome Wry, Cenwe Ice Alte New IAA tern Caesars Unit Takes a Step Toward Chapter 11 Caesars Entertainment Operating Company, which owns or manages m casinos and resprts lathe United Slates, will also split into several new compaies....“.. ▪ er serteeepe re, nee peree purred.. Arnie r or,•: ‘ , „. Bond Issues From Rausia and , Lan. Area, Ecuador Serve as Cautionary Tales for Junk-Rated Debt Two fastimploduThg bend issues from Ecuador and Russia amleaving prominent creditors, indnding BM their wakes... •titinumnitimm3 i. Weighs In on tiara. Goklman's Crossword Punk Hint: The New York Time's master of all words amoss and. wwww's 00 10Y. 7.— Br any M cone. EFL. =not teflon T icsourotshei mono UM son, Goldman Salts no ma- Insider trading is defined by IGEIM common law and tiding a use into that thicket can be problermli James 0. Stewart writes lathe Common sense column for The New .r vum Yoh Times. sun rem. aaamoomo.o With Oil Falling, Howard Marks Says cti Ig PSI nnintin Oaktree May Shed Some Caution Oaldree Capital likes to lake advalage of disamy and doubt among other investors, and ies starting to see flan.. 101=1: Fr.... DegreueSeYr tteragram k Worth 1EL5 (arm .hetdaleerAWAYrerreApproarh am AffiremniellarA =zoo Regulators Explain 'Too Big to Fail' Decision nutio on MetLife The Financial Staility Oversight Council saidit II' I — I Cone onrs and nnsarnor...si a mpann Pan T. new In Int nerca turn. • 316.66... conernmn. huninesse- Gale ownewatua n WFv ohs' Oen Plan to Work' Often Aren't An Fwd Deal Tin Snma Mann the Tide In Me! a klingB ann.. Up the San Morgan nanny end Bank of America F. Yea. On a itarwr—ee 101=1: Fr.... 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Fed' Delay of Parts of Volcker .,.u.. wan RuleIs Another Victory for Banks The halm' win en the Vokker Ride came jest days after Congress passed legislation that gulled a regulation that 1,11foamed on derivatives.nammtE del...tam. pronto:I Imo waiwatusimii maws don. dn. navy P. Ono 11. N. et tr. Caesars Unit Takes a Step Toward Chapter 11 Caesars Entertainment Operating Company, which owns or manages m casinos and resprts lathe United Slates, will also split into several new compaies....“.. r or,•:‘, „. Bond Issues From Rausia and , Lam. 11-1EMAIL Ecuador Serve as Cautionary Tales for Junk-Rated Debt Two fastimploduThg bend issues from Ecuador and Russia amleaving indndingprominent creditors, •titinumnitimm3 tiara. BM their wakes... i. Weighs In on Tn.. a R.,. Du. shag 0101 TO.04. s-p. Goklman's Crossword Punk Hint: The New York Time's master of all words amoss and. .. : r Cold.. Sachs no ma- Insider trading is defined by IGEIM common law and tiding a use into that thicket can be problermli James 0. Stewart writes lathe Common sense column for The New Yoh Times. aaamoomo.o With Oil Falling, Howard Marks Sayscti ig PSI lemmas amm Oaktree May Shed Some Caution Oaldree Capital likes to lake advalage of disamy and doubt among other investors, and ies starting to see SOMENEADNow ▪ er =zoo Regulators Explain 'Too Big to Fail' Decision nutio on MetLife The Financial Staility Oversight Council saidit II' I — I 16
  17. 17. 17 16 Mergers Acquisitions Related Topics: MARKETS HOME DEALS BANKRUPTCY IPOS PRIVATE CAPITAL MORE TOPIC PRESS DIGEST- Financial Times - Dec 22 Dec 22 - The following are the top stories in the Financial Times. Reuters has not verified these stories and does not vouch for their accuracy. CONTINUE READING PRESS DIGEST- British Business - Dec 22 The following are the top stories on the business pages of British newspapers. Reuters has not verified these stories and does not vouch for their accuracy. Currencies, Regulatory News, Markets, Stocks, Earnings 7' 1 gprn 357 Mexico competition watchdog signs off on ATTs lusacell buy MEXICO CITY, Dec 21 - Mexico's competition regulator on Sunday approved ATT Inc's $1.7 billion purchase of local cellphone company lusacell, with unspecified conditions, a statement said. Stocks. Regulatory News, Markets. Telecommuncations Services 7:02pm EST XL Group secures Catlin takeover-paper LONDON, Dec 21 - Insurance and reinsurance company XL Group has finalised a 2.53 billion pound ($3.95 billion) takeover of Catlin Group Ltd, operator of the biggest syndicate in the Lloyd's of London insurance market, the Sunday Times reported, citing a source close to XL. Markets, Stocks, Financials 8:33arn EST Capital hike, asset sales to fill gap at Monte Paschi -chairman VIENNA. Dec 21 - Italian lender Monte deb Paschi di Siena expects to complete its planned capital increase by July and can use divestments to help plug a hole in its balance sheet, Chairman Alessandro Profumo told an Austrian newspaper. Regulatory News, Markets, Sends, Mutual Fund Center, Stocks, Earnings, Financials 3-00am EST Fear factor fades as global MA hits seven-year high LONDON, Dec 21 - Chief executives got their deal-making confidence back in 2014, emboldened by a clearer http://www.reuters.00m/finance/deals/mergers Mergers Acquisitions Related Topics: MARKETS HOME DEALS BANKRUPTCY IPOS PRIVATE CAPITAL MORE TOPICS, PRESS DIGEST- Financial Times - Dec 22 Dec 22 - The following are the top stories in the Financial Times. Reuters has not verified these stories and does not vouch for their accuracy. CONTINUE READING PRESS DIGEST- British Business - Dec 22 The following are the top stories on the business pages of British newspapers. Reuters has not verified these stories and does not vouch for their accuracy. Currencies, Regulatory News. Markets. Stocks, Earnings 7:18pm EST Mexico competition watchdog signs off on ATTs lusacell buy MEXICO CITY, Dec 21- Mexico's competition regulator on Sunday approved ATT Inc's $1.7 billion purchase of local cellphone company lusacell, with unspecified conditions, a statement said. Stocks. Regulator/ News. Markets, Telecommuncations Services 7:02pm EST XL Group secures Catlin takeover-paper LONDON, Dec 21 - Insurance and reinsurance company XL Group has finalised a 2.53 billion pound (33.95 billion) takeover of Cam Group Ltd, operator of the biggest syndicate in the Lloyd's of London insurance market. the Sunday Times reported, citing a source dose to XL. Ma , Stocks. Financials 8:33am EST Capital hike, asset sales to fill gap at Monte Paschi -chairman VIENNA Dec 21 - Italian lender Monte deb Paschi di Siena expects to complete its planned capital increase by July and can use divestments to help plug a hole in its balance sheet, Chairman Alessandro Profumo told an Austrian newspaper. Regulatory News. Markets. Bonds. Mutual Fund Center, Stocks, Earnings, Financials 3:00am EST Fear factor fades as global MA hits seven-year high LONDON, Dec 21 - Chief executives got their deal-making confidence back in 2014, emboldened by a clearer http://www.reuters.00m/finance/deals/mergers 16 Lew uaary0.44.on of Croato, Now York http://www.reuters.com/finance/deals/mergers 17
  18. 18. loin Us - Join Our Committee - Join Our Section - Join The ABA Leadership Chair: Morton, Mark Vice-Chairs: Chu, Wilson Flaum, Keith Muller, Jennifer Committee Roster Subcommittees and Task Forces (dick [t] for listing) E Sub Committees Programs, Meetings and Events Committee Events Annual Meeting of the Business Law Section September 11, 2014 - September 18 17 Mergers and Acquisitions Committee Committee Update American Bar Association Business Law Section Mergers and Acquisitions Committee Where the World's Leading Dealmakers Aleeln The program materials for a number of the Chicago Committee meetings and for the plenary meeting of the Committee on Saturday have been posted on the Programs Subcommittee web page, which you can access by clicking the Programs Subcommittee link below or by CLICKING HERE. Welcome to the first-ever Business Law Section Annual Meeting in Chicago. The current edition of Deal Points, which was recently e- mailed to most but not neccesarily all (due to a server overload), Committee Members, and which can also be accessed by CLICKING HERE, contains the schedule for meetings of subcommittees and task forces as well as other information for participants. In addition to reports from our various task forces and subcommittees and the Chicago meeting schedule and dial- ins, this issue contains articles on Communications Challenges in the Valeant/Pershing Square bid for Allergan and a commentary on disparate treatment of bidders after the Chen v. Howard- Anderson case. Note especially the new format for Deaf Points that has been developed by Eric Klinger-Wilensky and his team of editors. Are you up on case law that affects your practice? The MA Lawyers Library includes links to the Annual Surveys of MA a,., Fr, ftia r,. e` cco.ran enNe-le 1-ko f h In arat. r f lk http://apps.americanbar.org/dch/committee.cfm?com=CL560000 utraq Asso.ationd rooter New Yoe% loin Us - Join Our Committee - Join Our Section - Join The ABA Leadership Chair: Morton, Mark Vice-Chairs: Chu, Wilson Flaum, Keith Muller, Jennifer Committee Roster Subcommittees and Task Forces (dick [t] for listing) E Sub Committees Programs, Meetings and Events Committee Events Annual Meeting of the Business Law Section September 11, 2014 - September Mergers and Acquisitions Committee 17 Committee Update American Bar Association Business Law Section Mergers and Acquisitions Committee Where the World's Leading Dealmakers Aleeln The program materials for a number of the Chicago Committee meetings and for the plenary meeting of the Committee on Saturday have been posted on the Programs Subcommittee web page, which you can access by clicking the Programs Subcommittee link below or by CLICKING HERE. Welcome to the first-ever Business Law Section Annual Meeting in Chicago. The current edition of Deal Points, which was recently e- mailed to most but not neccesarily all (due to a server overload), Committee Members, and which can also be accessed by CLICKING HERE, contains the schedule for meetings of subcommittees and task forces as well as other information for participants. In addition to reports from our various task forces and subcommittees and the Chicago meeting schedule and dial- ins, this issue contains articles on Communications Challenges in the Valeant/Pershing Square bid for Allergan and a commentary on disparate treatment of bidders after the Chen v. Howard- Anderson case. Note especially the new format for Deaf Points that has been developed by Eric Klinger-Wilensky and his team of editors. Are you up on case law that affects your practice? The MA Lawyers Library includes links to the Annual Surveys of MA a,., Fr, ftia r,. e` cco.ran enNe-le 1-ko f h In arat. r f lk http://apps.americanbar.org/dch/committee.cfm?com=CL560000 utraq Asso.ationd rooter New Yoe% http://apps.americanbar.org/dch/committee.cfm?com=CL560000 18
  19. 19. liIElcor4 M.*. , Rusinr, lawtirrrirvn COMMUNITY EXPERIENCE 19 18 Mergers and Acquisitions: Market Trends Subcommittee Coenniittee Projects Our subcommittee activity is designed to create high-quality product offerings that serve as essential resources to MA professionals including die following projects: (i) Annual Deal Point Studies, (analyze broad sample of transactions arid publish studies with critical statistical information); (ii) Annual Published Studies (additional analysis of 2904 Deal Points Study, publicipublic acquisitions, private/private acquisitions, international transactions); (iii) MA Market Check Message Board (post questions, canvass the market, etc.); (iv) Dealmaker's Chat Room (observe/participate in live mock negotiations of critical provisions of acquisition agreement, discuss judicial and regulatory developments that impact deal-making, etc., with edited transcripts to provide publication opportunities); (v) local Counsel 911 for MA Lawyers (online resource with state-law issue comparison applicable to MA. deals as a first resort resource for structuring and executing multi-jurisdictional deals). Deal Points Studies (Available only to members of the Market Trends Subcommittee of the Mergers and Acquisitions Committee - Click here to join - No additional charge for current ABA Section of Business Law members.) • 2013 Private Target 14A Deal Points Study '21 PROJECT CO-CHAIRS. • Wilson Chu, KL Gates LLP, Dallas • Jessica Pearlman, KL Gates LLP, Seattle • 2013 Strategic Buyer/Public Target MBA Deal Points Study '2 PROJECT CHAIR: • Hal 1. Leibowitz, Wilmer Cutler Pickering Hale and Dorr LLP, Boston • 2013 Canadian Public Target MA Deal Points Study '74 PROJECT CHAIR: • Cameron M. Rusaw, Davies Ward Phillips Vineberg LLP PROJECT VICE-CHAIR: • Tina M. Woodside, Gowling Lafleur Henderson LLP • 2013 European Private Target MBA Deal Points Study '2 PROJECT CHAIR: • Reid Feldman, Kramer Levin Naftalis Frankel LLP, Paris Join Us - Join Our Committee - Join Our Section - Join The ABA Leadership Sub-Committee Chair: Leibc-...-itz, Hal Sub-Committee Vice-Chair: Menden, Craig Committee Roster Fleeting MisterialS Change of Recommendation Developments Thomson Reuters Mar'ket Trends (For Spring meeting — Les Vegas) Termination Fee Triggers (excerpts from Puree Company Merger Agreement) The Proressionai share arder Representative (sits) Ill nouiinan-Lokey 201L market. Review more Listserve In order to send a message to the listserve, send a message to the email address below. You must be a member of the Committee to successfully send a http://apps.americanbar.orgtdch/oommittee.cfm?com=CL560003 law Upry As, loon Greater New York liIElcor4 M.*. , Rusinr, lawtirrrirvn COMMUNITY EXPERIENCE Mergers and Acquisitions: Market Trends Subcommittee 18 Coenniittee Projects Our subcommittee activity is designed to create high-quality product offerings that serve as essential resources to MA professionals including die following projects: (i) Annual Deal Point Studies, (analyze broad sample of transactions arid publish studies with critical statistical information); (ii) Annual Published Studies (additional analysis of 2904 Deal Points Study, publicipublic acquisitions, private/private acquisitions, international transactions); (iii) MA Market Check Message Board (post questions, canvass the market, etc.); (iv) Dealmaker's Chat Room (observe/participate in live mock negotiations of critical provisions of acquisition agreement, discuss judicial and regulatory developments that impact deal-making, etc., with edited transcripts to provide publication opportunities); (v) local Counsel 911 for MA Lawyers (online resource with state-law issue comparison applicable to MA. deals as a first resort resource for structuring and executing multi-jurisdictional deals). Deal Points Studies (Available only to members of the Market Trends Subcommittee of the Mergers and Acquisitions Committee - Click here to join - No additional charge for current ABA Section of Business Law members.) • 2013 Private Target 14A Deal Points Study '21 PROJECT CO-CHAIRS. • Wilson Chu, KL Gates LLP, Dallas • Jessica Pearlman, KL Gates LLP, Seattle • 2013 Strategic Buyer/Public Target MBA Deal Points Study '2 PROJECT CHAIR: • Hal 1. Leibowitz, Wilmer Cutler Pickering Hale and Dorr LLP, Boston • 2013 Canadian Public Target MA Deal Points Study '74 PROJECT CHAIR: • Cameron M. Rusaw, Davies Ward Phillips Vineberg LLP PROJECT VICE-CHAIR: • Tina M. Woodside, Gowling Lafleur Henderson LLP • 2013 European Private Target MBA Deal Points Study '2 PROJECT CHAIR: • Reid Feldman, Kramer Levin Naftalis Frankel LLP, Paris Join Us - Join Our Committee - Join Our Section - Join The ABA Leadership Sub-Committee Chair: Leibc-...-itz, Hal Sub-Committee Vice-Chair: Menden, Craig Committee Roster Fleeting MisterialS Change of Recommendation Developments Thomson Reuters Mar'ket Trends (For Spring meeting — Les Vegas) Termination Fee Triggers (excerpts from Puree Company Merger Agreement) The Proressionai share arder Representative (sits) Ill nouiinan-Lokey 201L market. Review more Listserve In order to send a message to the listserve, send a message to the email address below. You must be a member of the Committee to successfully send a http://apps.americanbar.orgtdch/oommittee.cfm?com=CL560003 law Upry As.... of Greater New York http://apps.americanbar.org/dch/committee.cfm?com=CL560003 19
  20. 20. Home Bibliographies Guides Mergers, Acquisitions and Joint Ventures Business Reference Pages VFind in go Wall Street, 1847 by Aug Kollner ; from lith. by Deroy ; Verrnitye Co (Library of Congress). Reproduction number: LC- USZC4-2461 SCOPE OF THIS GUIDE SEC FILINGS s Laws s Filings (Descriptions and Sources) GENERAL RESOURCES s Dictionaries, Directories. Guides, Handbooks s Textbooks s Journals s Transaction Data INTERNET RESOURCES s General s Government s Articles/Web Guides SUBSCRIPTION DATABASES SUBJECT HEADINGS Good collection of various resources for MA as reminders 20 19 The Library of Congress » Researchers Business Reference Services SCIENCE, TECHNOLOGY BUSINESS DIVISION Mergers Acquisitions, and Joint Ventures May 2003 Reviewed and updated July 2013 Compiled by Ellen Terrell Business Reference Services Library of Congress SCOPE OF THIS GUIDE I have chosen to focus on deals in the United States — though many of these sources do cover international deals. As for sources for SEC filings, I have only included a few that are more well known both paid and free. Also, there is much information on mergers, acquisitions, and joint ventures that I have not included. I have focused on the more technical sources dealing with specific information, so such things as management of corporate change and other sociological aspects have not been included. For a variety of reasons, many of the sources will not necessarily have all of the information on a deal that is desired. s First, if the information is not required to be filed with any regulators because the deal involves companies that are private, information may or may not be available. The SEC briefly describes its role at http://www.sec.govianswersimergers.htm. s Second, filing requirements in non-US countries are quite different, so information that is available on a deal in the United States may not necessarily be available for deals in other countries. s Lastly, companies often only reveal the information that they are required to for regulatory or strategic purposes. One final comment, many of the sources — especially the electronic transaction data sources — are subscription based and quite expensive. While much of the data in such subscription resources (insofar as it relates to public companies), may also be in required public filings, it forms part of a much larger document. The paid sources offer versatility in search parameters and downloading that make these services desirable and expensive. SECURITIES Sr EXCHANGE COMMISSION FILINGS htto://www.loc.govirribusinessimergers/mergers.html Wall Street, 1847 by Aug Kollner ; from lith. by Deroy ; Verrnitye Co (Library of Congress). Reproduction number: LC- USZC4-2461 SCOPE OF THIS GUIDE SEC FILINGS s Laws s Filings (Descriptions and Sources) GENERAL RESOURCES s Dictionaries, Directories. Guides, Handbooks s Textbooks s Journals s Transaction Data INTERNET RESOURCES s General s Government s Articles/Web Guides SUBSCRIPTION DATABASES SUBJECT HEADINGS The Library of Congress » Researchers Business Reference Services SCIENCE, TECHNOLOGY BUSINESS DIVISION Home Bibliographies Guides Mergers, Acquisitions and Joint Ventures Business Reference Pages VFind in go Mergers Acquisitions, and Joint Ventures May 2003 Reviewed and updated July 2013 Compiled by Ellen Terrell Business Reference Services Library of Congress SCOPE OF THIS GUIDE I have chosen to focus on deals in the United States — though many of these sources do cover international deals. As for sources for SEC filings, I have only included a few that are more well known both paid and free. Also, there is much information on mergers, acquisitions, and joint ventures that I have not included. I have focused on the more technical sources dealing with specific information, so such things as management of corporate change and other sociological aspects have not been included. For a variety of reasons, many of the sources will not necessarily have all of the information on a deal that is desired. s First, if the information is not required to be filed with any regulators because the deal involves companies that are private, information may or may not be available. The SEC briefly describes its role at http://www.sec.govianswersimergers.htm. s Second, filing requirements in non-US countries are quite different, so information that is available on a deal in the United States may not necessarily be available for deals in other countries. s Lastly, companies often only reveal the information that they are required to for regulatory or strategic purposes. One final comment, many of the sources — especially the electronic transaction data sources — are subscription based and quite expensive. While much of the data in such subscription resources (insofar as it relates to public companies), may also be in required public filings, it forms part of a much larger document. The paid sources offer versatility in search parameters and downloading that make these services desirable and expensive. SECURITIES Sr EXCHANGE COMMISSION FILINGS 19 Good collection of various resources for MA as reminders htto://www.loc.govirribusinessimergers/mergers.html Good collection of various resources for MA as reminders http://www.loc.gov/rr/business/mergers/mergers.html 20
  21. 21. 21 20 Library MA Resources at C L M, Pt. 1 Using the Resources of Practical Law C L M Print Collection Finding background information, forms, laws, regulations for MA Emily Moog Law Librarian Library MA Resources at C L M, Pt. 1 Using the Resources of Practical Law C L M Print Collection Finding background information, forms, laws, regulations for MA Emily Moog Law Librarian 20 Library MA Resources at C L M, Pt. 1 Using the Resources of Practical Law C L M Print Collection Finding background information, forms, laws, regulations for MA Emily Moog Law Librarian 21
  22. 22. Carter Ledt•ard Milburn LLP has firm wide access and a flat rate to Practical Law PLC doesn't have copyright issues ....you can send any PLC documents to clients.... What practice areas CL M subscribes to.... • Bankruptcy • Capital Markets Securities • Corporate and MA • Employee Benefits Executive Compensation • Finance • Labor Employment Quick Links on Practical Law Practice Notes... PLC feature that lists topics to familiarize you with terms of your practice area...for Public M A, topics will include tender offers, Disclosure Schedules: Mergers and Acquisitions, Proxy Contests, Registration Statement: Form S-4 and Business Combinations, Public Mergers Disclosure: Overview. ...For Public Mergers Overview, you have introductory texts with links to sections with links regarding Securities Laws Applicable to Public Mergers, Preliminary Documents...maintained by PLC staff of attorneys Standard Documents....features Merger Agreement Pro Seller, Certificate of Merger for Delaware and New York, all can be exported into Word for easier Editing: Drafting Notes is a Key Feature as it gives strategic advice between every clause Toolkits...Gateway to all of PLC features, found under Resources, that leads you to Standard Documents and Clauses, Practice Notes and Checklists . For Corporate M A, a useful Toolkit would be Signing and Closing MA Transactions Toolkit.... a brief summary of what must be done by counsel before signing closing is followed by links to Standard Documents and Clauses (including Officer's Certificate: Mergers Acquisitions) . What's Market .... Public Merger Agreements, Search summaries of recent agreements and compares provisions across multiple transactions, access precedents, creates custom trend reports and links directly to the underlying agreements for an instant snapshot of market practice. You can search for type of filings, provisions within filings then compare.... Keep in mind that on Practical Law, you can also search foreign law by clicking on Jurisdiction. For Example, by choosing Canada, you can choose such M A topics as Public mergers and acquisitions: overview and Private company acquisitions 22 Carter Ledyard Milburn LLP has firm wide access and 0 flat rate to Practical Law PLC doesn't have copyright issues ....you can send any PLC documents to clients.... What practice areas CL M subscribes to.... • Bankruptcy • Capital Markets Securities • Corporate and MA • Employee Benefits Executive Compensation • Finance • Labor Employment Quick Links on Practical Law Practice Notes... PLC feature that lists topics to familiarize you with terms of your practice area...for Public M A, topics will include tender offers, Disclosure Schedules: Mergers and Acquisitions, Proxy Contests, Registration Statement: Form S-4 and Business Combinations, Public Mergers Disclosure: Overview. ...For Public Mergers Overview, you have introductory texts with links to sections with links regarding Securities Laws Applicable to Public Mergers, Preliminary Documents...maintained by PLC staff of attorneys Standard Documents....features Merger Agreement Pro Seller, Certificate of Merger for Delaware and New York, all can be exported into Word for easier Editing: Drafting Notes is a Key Feature as it gives strategic advice between every clause Toolkits...Gateway to all of PLC features, found under Resources, that leads you to Standard Documents and Clauses, Practice Notes and Checklists . For Corporate M A, a useful Toolkit would be Signing and Closing MA Transactions Toolkit.... a brief summary of what must be done by counsel before signing closing is followed by links to Standard Documents and Clauses (including Officer's Certificate: Mergers Acquisitions) . What's Market .... Public Merger Agreements, Search summaries of recent agreements and compares provisions across multiple transactions, access precedents, creates custom trend reports and links directly to the underlying agreements for an instant snapshot of market practice. You can search for type of filings, provisions within filings then compare.... Keep in mind that on Practical Law, you can also search foreign law by clicking on Jurisdiction. For Example, by choosing Canada, you can choose such M A topics as Public mergers and acquisitions: overview and Private company acquisitions Law Library Association of Greater New York, P.O. Box 5296 New York, NY 10185-5296 22
  23. 23. 23 CORPORATE SECURITIES p clic Poler4‘510 - Stma.tskla 4S0 f4itaiXottoo amid MIA 1 Corporals and MA ilosoons4 ari,2 It MAKE lwarkm t-siiks, sot • !aim WO' tAPS411011 4 4 4,-.1••• 4•• s+r.0 tow,. actical Lao. 4 Caps Marliett. ti Secuies ad Law - '44 •4* .i/tert, weR r**4 VIIJkai *Watts iholkei Oat nftira ghosts* kuP/Ifirif% WinsVIOS en* P.ic %.41,Wit40,t4N ert„ir NsillkeZrO ii10111.41S Mee um loan ! Vries 1 Upli,s1 M 4.1O, [*furs. Our Corporate Securities service covers key aspects of your corporate, MA and securities law practice including: • Corporate Governance and Continuous Disclosure • Registered Offerings • Unregistered Offerings - Non-US Issuers • Private MA Market Regulation • Public MA - Corporations - Private Equity • Limited Liability • Joint Ventures Companies AT'S MARKET: CORPuRATE SECURIT'Ej As part of your Corporate Securities subscription, search several What's Market databases so you can review precedents, create custom trend reports and access links to the underlying documents for: • Public merger • Underwriting • Follow-on equity agreements agreements offerings •Private acquisition • Initial public offerings agreements 12 CORPORATE SECURITIES p clic PolOg41'9 AMIE. tUttamirkla 4-44e-lire41.14446 t444 amid MIA 1 Corporals and MA actical Lao. ad L* - aril MAKE lwarkm 444t ko4m 4,4WO' I P,1,04- 4 Caps Marliett. ti Secuies '44 ,4 .4* .i/tert, weR 4**4 ra 11111/ 4E44 tAPS411011 4 4 4-444 *Watts r1iAM 444 Itkira11,40.11, en* cry, N 4.4inilMr114 ilitg 111.41k Mee um loan %:e1e41,40,t4e,i ,111 Lit. ! Vrter 1 Upti,ril Our Corporate Securities service covers key aspects of your corporate, MA and securities law practice including: • Corporate Governance and Continuous Disclosure • Registered Offerings • Unregistered Offerings - Non-US Issuers • Private MA - Market Regulation • Public MA - Corporations • Private Equity • Limited Liability • Joint Ventures Companies AT'S MARKET: CORPuRATE SECURIT'Ej As part of your Corporate Securities subscription, search several What's Market databases so you can review precedents, create custom trend reports and access links to the underlying documents for: • Public merger • Underwriting • Follow-on equity agreements agreements offerings •Private acquisition • Initial public offerings agreements 12 23
  24. 24. www.pli.edu 1800.260.4PLI Firm Wide Flat Rate Access ALL practice areas covered by PLI available ONLY recent (past 12 months) coursebooks available Great for getting CLE credit.... and keeping up on changes in Corporate Law.... Accessing PLI Handbooks..... ----Go to On Demand....list of all programs available (can be narrowed by such topics as Corporate Finance, Corporate Governance, or Mergers Acquisitions)..... ----Click on Program ...which include titles such as Acquiring or Selling the Privately Held Company 2014 Doing Deals 2014: The Art of MA Transactional Practice, Hot Topics in Mergers Acquisitions, Mergers ---Launch Program.... ---Click on Continue to the Program...you can view slides, lecture topics, course materials, Faculty bios... ---Click on Course Materials ... where you can read, print, download chapters Will send all attendees this short Welcome guide, but here's the rather complicated link http://www.pli.edu/emktg/Welcomeguide.pdf?t=AGN3 8PMW1utm source=8PMW1utm medium= illLutm campaign=AGN3 And, finally, we have a dedicated PLI Account Manager to troubleshoot, take suggestions, or further guide you.... 24 www.pli.edu 1800.260.4PLI Firm Wide Flat Rate Access ALL practice areas covered by PLI available ONLY recent (past 12 months) coursebooks available Great for getting CLE credit.... and keeping up on changes in Corporate Law.... Accessing PLI Handbooks..... ----Go to On Demand....list of all programs available (can be narrowed by such topics as Corporate Finance, Corporate Governance, or Mergers Acquisitions)..... ----Click on Program ...which include titles such as Acquiring or Selling the Privately Held Company 2014 Doing Deals 2014: The Art of MA Transactional Practice, Hot Topics in Mergers Acquisitions, Mergers ---Launch Program.... ---Click on Continue to the Program...you can view slides, lecture topics, course materials, Faculty bios... ---Click on Course Materials ... where you can read, print, download chapters Will send all attendees this short Welcome guide, but here's the rather complicated link http://www.pli.edu/emktg/Welcomeguide.pdf?t=AGN3 8PMW1utm source=8PMW1utm medium= illLutm campaign=AGN3 And, finally, we have a dedicated PLI Account Manager to troubleshoot, take suggestions, or further guide you.... 24

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Researching Mergers & Acquisitions: Enhance your research skills, CLE program by LLAGNY & Carter Ledyard & Milburn on January 14, 2015 by Nathan Rosen, Jeanine McPartlin, & Emily Moog

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