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Market Spotlight: High Valuations - October 2015

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1) VENUE ® Market Spotlight HIGH VALUATIONS October 2015 Edition

2) CONTENTS Welcome 3 Foreword 4 Survey 5 About RR Donnelley 10 Notable Q3 deals in the room 11 VENUE® Market Spotlight: High Valuations

3) WELCOME Dear Valued Reader, Welcome to the October 2015 edition of the Venue Market Spotlight. In this edition, we will look at the current state and future prospects of M&A valuations. This year has been one of the busiest thus far for deal-makers, with the amount of money being spent on M&A in 2015 exceeding all records. According to Mergermarket, there were US$2.87tn-worth of deals globally in the first three quarters of 2015, up 21% on the first three quarters of 2014. And with the news of a US$100bn deal between SABMiller and AB InBev brewing, this trend is showing no signs of slowing down. Cheap debt, slow organic growth prospects and other factors are fueling this spending spree to some extent. However, alongside this have been concerns about just how much buyers are paying for assets. Bloomberg data compiled in August, for example, found that deals worth more than US$1bn had a median valuation of 19x EBITDA. Yet despite this, respondents to this month’s Spotlight expect valuations to remain strong for the coming year. In the short term, at least, M&A executives appear unconcerned about the prospect of a valuations bubble, even though to some extent, they may be overpaying for assets. However, while the increase in strategic acquirers will boost values in the short term, and industrial factors such as the rise of tech and the need for consolidation will also lead to blockbuster values, the prospect for M&A valuations when these components start to erode is far from certain. A top commitment we maintain at RR Donnelley is making the deal process simpler and more efficient. Never is this of more importance than during times of high deal volume and increased investment. We know how important speed to close can be, and every day our clients tell us how our technology enables them to save not only time, but also money and other resources. Our suite of Venue Deal Solutions not only securely streamlines the entire deal process, but also vastly increases the speed of due diligence. As always, please enjoy this month’s Spotlight. Sincerely, Tom Juhase President, Financial Services Group RR Donnelley 3

4) FOREWORD Blockbuster deals have been a key theme of M&A in 2015. In the first three quarters of the year there were six deals worth more than US$50bn, compared with just two in the same period in 2014. This includes Royal Dutch Shell’s US$81.2bn agreement to take over BG Group, a transaction that comes at a time when energy companies are consolidating to protect margins. Huge deals elsewhere, in the technology space for example, are testimony to increasing corporate appetite for growth. Yet in some quarters, these sky-high numbers are generating cause for concern. Thomson Reuters data, for example, illustrated that the average deal valuation in the US for the first half of 2015 was 16x EBITDA, beating the previous high of 14.3x in 2007. One of the most high-profile deals of the year for instance — Berkshire Hathaway’s US$37.2bn acquisition of Precision Castparts — saw the Warren Buffett-led conglomerate pay roughly 13x EBITDA. Despite these concerns, however, valuations look set to continue to rise, at least in the short term, according to respondents in this month’s Spotlight. Eighty percent believe that M&A valuations will rise in the coming 12 months, and half of those believe it will do so significantly. Companies searching for deals, it seems, will still be willing to pay top dollar for assets they think will lead to growth, especially at a time when organic growth is hard to come by. Other key findings include: • The search for growth is seen as the key driver for increasing M&A valuations, selected by 84% of respondents. Fifty-six percent believe that the main reasons come down to industry-specific considerations, while 52% highlight the low financing costs as a major incentive to buy at higher prices. • Strategic purchases between corporates are seen as one of the most likely deal types to have high valuation multiples, according to 88% of those surveyed. This has been fed by corporate cash-piles increasing, as well as their thirst for growth. Sixty percent said that they expect takeovers from private equity houses to be one of the main buyout types with the highest valuation multiples. • Sixty percent believe that M&A deals in general at the moment are overpriced, a fifth of whom believe it to be significantly higher than it should be. Twenty-four percent believe prices are fair, while just 16% believe that M&A assets are undervalued in the current climate. Factors such as cheap debt, poor organic growth prospects and high corporate cash piles have helped 2015 to become a banner year in terms of M&A. And, according to our respondents at least, this could still be the case well into the next year. With this in mind, deal-makers are buying and out-bidding each other to get a piece of the pie while conditions are still pleasant. VENUE® Market Spotlight: High Valuations Companies searching for deals, it seems, will still be willing to pay top dollar for assets they think will lead to growth.

5) SURVEY What do you think will happen to M&A valuations in the coming 12 months? 4% Decrease somewhat 16% Remain the same Increase somewhat 40% Increase significantly What has been driving valuations to such high levels? Search for growth 84% Industry-specific factors (ie. tech boom, consolidation) 56% Low financing costs 52% Shareholder pressure to do deals 40% 32% Increasing number of hostile deals 16% Other 4% 0 A large majority of respondents expect valuations to increase further in the coming year. Eighty percent expect valuations to rise, with half of those expecting the increase to be significant. Just 4% felt valuations will decrease in the next 12 months. Respondents who expect valuations to increase greatly cite the anemic conditions for organic growth as a factor in generating competition for M&A assets. “The M&A activity is now to its highest levels from the time it peaked during the pre-crises period; every company is looking for growth through M&A as organic growth is hard and certainly will leave them behind in competition,” says the VP of strategy at one corporate. Despite the outlook for organic growth, one respondent felt the recent shudders in global markets will make buyers more conservative. “The market witnessed unexpected issues recently which has shaken the business world over and from here we will see many companies rethinking their M&A strategy and will decide against paying a higher price for buying an asset,” says one managing director at an investment bank. “They will look to buy only when the target is very important or is available at the price they desire.” GLOBAL EXPANSION IS A KEY PART OF THIS GROWTH SEARCH 10 20 30 40 50 60 70 80 90 As mentioned previously, the search for growth is proving the biggest shot in the arm for M&A. Eighty-four percent of respondents cite it as one of the drivers of high valuations. Fifty-six percent said that industry-specific factors, such as the technology boom and the need for consolidation in oil and gas, for example, also provided an impetus for higher valuations. Global expansion in particular is a key part of this growth search according to one respondent. “The recent demand for global expansion means cash-rich corporates and PE firms are looking to continuously target companies in order to meet their international objectives,” says one managing partner at an investment bank. “This has had an impact on the valuations as the sellers are making the best of this situation by exiting their business as the opportunities are high and are portrayed to be very fruitful.” Consolidation and the technology boom were mentioned as industry factors that have helped to fuel the valuations bonanza. “There is quite a lot of consolidation due to the highly competitive marketplace and the rise in the number of players, thus making many sectors quite ripe for consolidation,” says a finance director at a corporate. “The technology boom is another major factor that is driving valuations to high levels as the technology giants are investing quite heavily into mobile technology and internet security as well as acquisition of innovative and new products.” 5

6) SURVEY (CONTINUED) Which sectors will see the highest valuations in the coming year? TMT How highly do you rate the risk of a valuation bubble bursting within the coming year? 4% 80% Very low 24% Pharma, Medical and Biotech 68% Consumer Middling Somewhat high 48% Industrials & Chemicals 44% 24% Energy, Mining & Utilities 4% Financial services Somewhat low 4% 28% 0 10 20 30 40 50 60 70 80 90 Indeed, the tech boom was one of the reasons that the TMT sector was seen by the most respondents (80%) as the industry to see the highest valuations. This was closely followed by Pharma, Medical and Biotech, which was chosen by 68% of respondents. The third-most expected sector to have the highest valuations was the Consumer sector, chosen by 48%. One private equity partner explains that the appeal of potentially buying the next big idea, company or intellectual property is making companies pay over the odds. “This year has proven to be one of the great years for M&A with most of the sectors doing pretty well and, in terms of the M&A valuations, every sector has seen a rise in valuation,” she says. “But I think it will be the Consumer and Technology sectors that will prove to be the strongest sectors in terms of both deal value as well as volumes. Technology will continue to be an exciting space in the time to come with a lot of increase in valuation expected in this sector.” VENUE® Market Spotlight: High Valuations Despite the high valuations, respondents do not expect a valuation bubble to burst in the coming 12 month. Fifty-two percent see a bubble bursting as either somewhat low or a very low risk, while 44% were neutral on the risk. Just 4% thought the risk of a bubble bursting was high. The neutral stance taken by 44% of respondents reflects a sureness about the market in the next 12 months – though after that things may be more uncertain. “With the way M&A valuations and deal values are progressing, there is always a possibility of an M&A valuation burst, but it will not happen as early as in the coming year,” says one private equity partner. ”People are still confident and companies are willing to spend high on M&A to meet expansion demand and strategies, so for another year or two the high valuations will continue and a bubble is not expected.” FOR ANOTHER YEAR OR TWO HIGH VALUATIONS WILL CONTINUE

7) In which geographies do you expect to see the highest valuations in the coming year? North America What types of deals do you expect to see the highest valuation multiples in the coming year? 96% Latin America Strategic buys between corporates 88% 48% PE takeovers Asia 60% 48% PE exits Europe 40% 24% Africa Spin-offs 4% 0 10 20 30 40 50 60 70 80 90 100 North America is expected to continue to garner the most value by nearly all respondents (96%). Elsewhere, Latin America and Asia was selected by almost half of respondents, while Europe lagged behind, taking only 24%. North America’s consistent economy is seen by respondents as a key driver for high valuations. By contrast, the trouble seen recently in Europe has cast doubt on how much acquirers are willing to spend. “M&A has seen high valuations in North America. Companies abroad will still continue to show interest and want to invest in the region as they know the potential in the region as well as rapid advancements in various sectors,” says one managing director at an investment bank. “Europe is affected by the crisis and after all the uncertainty because of the Greece event, and I doubt the valuations will increase much compared to other regions.” 8% 0 10 20 30 40 50 60 70 80 90 100 Looking at the types of deals being done, strategic corporates buying each other was seen by 88% as the deal type that will yield some of the highest valuation multiples. Sixty percent believe that PE takeovers will also have high valuation multiples for the coming year. Big companies coming together will provide a lot of the value between strategics, according to one private equity partner. “In my opinion, strategic buyouts will play a major role and will have the highest valuation multiples,” he says. “There will be quite a lot of strategic tie-ups between large corporates to be witnessed in the coming time. The deal values will also see an upward increase with more spending and investments from large corporates.” THERE WILL BE QUITE A LOT OF STRATEGIC TIE UPS BETWEEN LARGE CORPORATES 7

8) SURVEY (CONTINUED) In terms of price, how would you describe the majority of deals done in the M&A market that you’ve seen recently? 12% Somewhat undervalued 16% Fairly priced Somewhat overvalued 24% Significantly overvalued 48% While respondents believe the high valuations will continue, they also acknowledge that many of the assets being purchased are being bought above market price. Sixty percent believe that the majority of M&A deals they’ve seen in recent times are overvalued, with a fifth of those (12% overall) thinking that they are significantly overvalued. The increased competition for deals is driving up multiples as companies search for growth, according to one managing director at an investment bank. “Recently the deals have been slightly overvalued as the economic conditions and the success rate of M&A has been high thus bringing more investors and acquirers into the deal making environment,” she says. “The previous years were seen as a buyers’ market, but is slowly changing and I believe with the rise in demand for targets it will soon be called a sellers’ market where sellers will gain more benefits than the buyers.” VENUE® Market Spotlight: High Valuations INCREASED COMPETITION FOR DEALS IS DRIVING UP MULTIPLES

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10) ABOUT RR DONNELLEY RR Donnelley is a global provider of integrated communications. Our company works collaboratively with more than 60,000 customers worldwide to develop custom communications solutions that help to drive top-line growth, reduce costs, enhance ROI and ensure compliance. Drawing on a range of proprietary and commercially available digital and conventional technologies deployed across four continents, the company employs a suite of leading Internet based capabilities and other resources to provide premedia, printing, logistics and business process outsourcing services to clients in virtually every private and public sector. RR DONNELLEY AT A GLANCE $11.6 billion 2014 net sales 65,000+ 500+ Employees Global locations design that allow you to easily organize, manage, share and track all of your you can manage who has access to your data room, which documents they see, and how they can interact with those documents. Venue data rooms are backed by RR Donnelley, a $11.6 billion corporation with more than 500 locations and over 65,000 employees worldwide. RR Donnelley’s total revenues are larger than all other virtual data room providers combined. We bring extensive experience to providing integrated communications services. us directly. Sr. D 255 Fax: 212.341.7475 |venuecommunications@rrdvenue.com Da VENUE® Market Spotlight: 2015Valuations Outlook High Deal-Making Manufacturing locations 750+ About Venue Nearly 125 Issued and pending patents Nearly $2 billion Capital investments over the past six years

11) Notable Q3 Deals in the Room Venue® data room: A special report Valeant Pharmaceuticals International, Inc. has signed definitive agreement to acquire Synergetics USA Inc. September 2, 2015 Financial Advisor for Target: Raymond James & Associates, Inc.; William Blair & Company Counsel for Target: Armstrong Teasdale LLP Counsel for Buyer: Skadden Arps Slate Meagher & Flom LLP Industry: Medical: Medical equipment & services Schlumberger Limited agrees to acquire Cameron International Corporation August 26, 2015 Financial Advisor for Target: Credit Suisse Counsel for Target: Alston & Bird LLP; Cravath, Swaine & Moore LLP Resilience Capital Partners LLC, acquires Porter’s Group, LLC September 1, 2015 Target: Porter’s Group, LLC Financial Advisor for Seller: Stephens Inc. Private Equity Firm for Buyer: Resilience Capital Partners LLC Industry: Industrial products and services; Industrial equipment and machinery; Other metal products Berry Plastics Group, Inc. has agreed to acquire AVINTIV Inc. from Blackstone Group L.P. July 31, 2015 Financial Advisor for Buyer: Barclays; Credit Suisse Counsel for Buyer: Bryan Cave LLP Financial Advisor for Buyer: Goldman Sachs Financial Advisor for Seller: Bank of America Merrill Lynch; Citi Counsel for Buyer: Baker Botts LLP; Gibson Dunn & Crutcher LLP; Skadden Arps Slate Meagher & Flom LLP Counsel for Seller: Simpson Thacher & Bartlett LLP Industry: Energy; Industrial automation; Industrial products and services Enterprise Products Partners, L.P. agrees to acquire EFS Midstream LLC, from Pioneer Natural Resources Company and Reliance Holding USA, Inc., a subsidiary of Reliance Industries Limited July 8, 2015 Counsel for Buyer: Locke Lord LLP Counsel for Seller: Vinson & Elkins LLP Financial Advisor for Seller: Bank of America Merrill Lynch; Citi Industry: Automotive; Manufacturing (other); Medical; Services (other); Telecommunications: Hardware Time Inc. acquires inVNT July 7, 2015 Financial Advisor for Target: Palazzo Financial Advisor for Buyer: The Jordan Edmiston Group, Inc. Industry: Media: Media houses; Publishing Counsel for Seller: Latham & Watkins LLP; White & Case LLP The Carlyle Group has signed a definitive agreement to acquire Blyth Inc. August 31, 2015 Target: Blyth, Inc. Financial Advisor for Target: Houlihan Lokey Counsel for Target: O’Melveny & Myers LLP; Wachtell, Lipton, Rosen & Katz Financial Advisor for Buyer: Threadstone LP Counsel for Buyer: Latham & Watkins LLP; White & Case LLP Private Equity Firm for Buyer: The Carlyle Group Industry: Consumer: Other; Consumer: Retail; Internet / ecommerce; e-retailing; Household products; Manufacture and supply of other consumer products Rapid7 IPO July 17, 2015 Issuer: Rapid7 Counsel for Issuer: Cooley LLP Underwriter(s): Morgan Stanley; Barclays; Pacific Crest Securities; William Blair; Raymond James; Cowen and Company Counsel for Underwriter: Orrick, Herrington & Sutcliffe LLP Industry: Computer: Hardware; Computer software H.J. Heinz Company merges with Kraft Foods Group, Inc. July 2, 2015 Financial Advisor for Target: Centerview Partners Counsel for Target: Davis Polk & Wardwell LLP; Sullivan & Cromwell LLP Financial Advisor for Buyer: Lazard Counsel for Buyer: Cravath, Swaine & Moore LLP; Kirkland & Ellis LLP Industry: Consumer: Foods Industry: Energy: Exploration and drilling services and equipment, Oil and gas exploration and production For more information: Please contact your RR Donnelley Sales Rep. Call 1.888.773.8379 Or visit www.venue.rrd.com Venue demo (audio enabled): Venue.RRD.com/Demo Corporate Headquarters 35 West Wacker Drive Chicago, IL 60601 U.S.A. Deals. Done. Simple. 888.773.8379 www.rrdonnelley.com www.venue.rrd.com Copyright © 2015 RR Donnelley® and RRD are trademarks of R.R. Donnelley & Sons Company. All rights reserved. 11

12) VENUE® Market Spotlight: 2015 Deal-Making Outlook