Merger Tracker Monthly February 2011

February 2011
Steven M. Bernard, CFA Director of M&A Market Analysis sbernard@williamblair.com +1.312.364.8221
Table of Contents
Commentary Global Activity Regional Transactions Middle-Market Regional Transactions Annual Transactions U.S. M&A Activity Transaction Detail Annual Activity Valuation Multiples Private-Equity Transaction Analysis Transaction Breakdown Industry Breakdown Cross-Border Transaction Analysis U.S. Financing Markets Debt Capital Markets Equity Capital Markets European M&A Activity Transaction Detail Annual Activity Valuation Multiples Private-Equity Transaction Analysis Emerging Markets M&A Activity Select William Blair & Company Transactions William Blair & Company Corporate Finance Contact List William Blair & Company Corporate Industry Coverage Notes Disclosures
1 3 3 4 5 6 6 7 8 9 11 13 14 16 16 18 19 19 20 21 22 23 24 29 31 32 33
Commentary
Commentary
OVERVIEW
Following a strong 2010, in which M&A activity increased significantly from the prior year and posted its first annual increase in three years, the new year kicked off with somewhat mixed results. However, we continue to expect the favorable momentum from 2010 to continue through 2011, as most of the positive factors driving M&A activity remain in place. Although the strength of the economic recovery continues to be somewhat of an unknown, the situation is vastly improved from 12-18 months ago, resulting in higher corporate earnings and profitability. This, in turn, has led to increased optimism among corporate officers and investors, which has helped drive equity prices to new multiyear highs. In addition, increasing liquidity in the debt markets, coupled with about $400 billion-$500 billion of committed but uninvested capital, has resulted in an acceleration of private-equity activity. To reiterate, we believe that the overall environment for transaction activity remains favorable and all signs point to another solid year for M&A activity in the current year.
GLOBAL M&A HIGHLIGHTS

For January, the number of announced global transactions totaled 3,058, a 7.2% decline from the corresponding period last year, which was an exceptionally strong month. However, the total disclosed dollar volume for the month was $215.1 billion, a 10.8% increase from the corresponding period last year. The number of middle-market global M&A transactions for the month declined 2.4%, to 1,431, with declines in four of the five regions. However, disclosed dollar volume rose 22.5%, to $74.7 billion, as four of the five regions experienced double-digit increases.
Commentary (cont'd)
Commentary (cont'd)
U.S. M&A HIGHLIGHTS

There were a total of 1,004 announced U.S. transactions in January, a 6.8% decline from the corresponding period last year, although this total was mostly in line with the LTM monthly average of 1,029. The disclosed dollar volume of announced transactions was $124.2 billion, up 99.9% from the corresponding period last year and also well above the LTM monthly average of $96.1 billion. Middle-market activity for the month posted similarly mixed results, as the number of transactions declined 10.8%, while dollar volume rose a respectable 20.3%, to $27.0 billion. The upper end of the middle market experienced the most strength, with double-digit increases in both the number of transactions and the disclosed dollar volume. Overall private-equity activity continues to accelerate, with 12 straight months of increased transactions compared with the prior year. For the month, there were 182 transactions, up 38.9% and well above the LTM monthly average of 149. The disclosed dollar value of $12.4 billion was nearly double the comparable period last year, although it was well below the LTM monthly average of $21.8 billion. As the equity markets have rebounded, public companies have continued to increase their share of M&A activity relative to the other market participants. Public companies currently represent 28.7% of all acquirers, compared with 28.3% for 2010 and just 21.5% for 2009. Although recent results were quite strong, the number and dollar volume of bankruptcy and distressed transactions appear to be tapering off.
EUROPEAN M&A HIGHLIGHTS

The total number of announced European deals for the month was 1,146, down 10.6% from the year-ago period and also slightly below the TTM monthly average of 1,259. In addition, the total dollar volume for the month was just $56.2 billion, down 35.1% from the year-ago period and also well below the LTM monthly average of $81.0 billion. European middle-market activity was slightly stronger, with 344 announced deals in January, down a very modest 2.0% compared with the corresponding period last year. However, the dollar volume of $24.0 billion represented a 19.4% increase compared with the year-ago period, although it was far short of the LTM monthly average of $29.4 billion. The median enterprise value/EBITDA multiple for all European transactions continues to rebound from the 2009 lows and currently stands at 9.2 times for the LTM period, up from 7.2 times for all of 2009 and 9.1 times for 2010. There were a total of 121 European private-equity transactions for the month, a 13.1% increase from the comparable period last year but slightly below the LTM monthly average of 134 transactions.
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Global Activity
Global Activity
Regional Transactions
The number of announced global transactions for January totaled 3,058, a 7.2% decline from the
corresponding period last year, which was an exceptionally strong month.
Four of the five regions showed a decline in the number of deals, led by a double-digit decline in
Europe.
However, the total disclosed dollar volume for the month was $215.1 billion, up 10.8% from the
corresponding period last year.
Three of the five regions reported increases in deal value, led by North America, which more than
doubled, and a more than 50% increase in Asia-Pacific.
Global M&A Activity Detail

NUMBER OF DEALS
2009 2010 1,055 118 1,133 85 905 3,296 % Chg. 2011 '11 vs. '10 1,018 132 958 73 877 3,058 (3.5%) 11.9% (15.4%) (14.1%) (3.1%) (7.2%) 2009 $99,095 $11,895 $40,219 $4,945 $21,824 $177,978
DEAL VALUE
2010 $46,444 $49,802 $64,557 $3,033 $30,424 $194,261 % Chg. 2011 '11 vs. '10 $109,820 $14,829 $40,885 $3,166 $46,449 $215,149 136.5% (70.2%) (36.7%) 4.4% 52.7% 10.8%
JANUARY
North America Latin America Europe Africa / Middle East Asia Pacific TOTAL 871 62 1,282 64 839 3,118
YTD
North America Latin America Europe Africa / Middle East Asia Pacific TOTAL 871 62 1,282 64 839 3,118 1,055 118 1,133 85 905 3,296 1,018 132 958 73 877 3,058 (3.5%) 11.9% (15.4%) (14.1%) (3.1%) (7.2%) $99,095 $11,895 $40,219 $4,945 $21,824 $177,978 $46,444 $49,802 $64,557 $3,033 $30,424 $194,261 $109,820 $14,829 $40,885 $3,166 $46,449 $215,149 136.5% (70.2%) (36.7%) 4.4% 52.7% 10.8%
LTM
North America Latin America Europe Africa / Middle East Asia Pacific TOTAL 10,529 1,048 14,010 980 13,998 40,565 8,943 883 13,188 795 12,760 36,569 11,945 1,239 13,249 1,059 12,810 40,302 33.6% 40.3% 0.5% 33.2% 0.4% 10.2% $973,783 $105,249 $993,760 $54,364 $513,867 $721,414 $1,001,051 $121,185 $556,982 $43,041 $492,274 $196,276 $678,332 $87,059 $605,522 38.8% 62.0% 21.8% 102.3% 23.0% 32.7%
$2,641,023 $1,934,896 $2,568,241
Sources: Dealogic and William Blair & Company, L.L.C. Mergers and Acquisitions market analysis
Global Activity (cont'd)

MiddleMarket Regional Transactions
declines in four of the five regions. Global Activity (cont'd)
The number of middle-market global M&A transactions for the month declined 2.4%, to 1,431, with However, disclosed dollar volume rose 22.5%, to $74.7 billion, as four of the five regions experienced
double-digit increases.
Global Middle-Market M&A Activity Detail

NUMBER OF DEALS
2009 2010 446 50 283 36 651 1,466 % Chg. 2011 '11 vs. '10 436 60 267 32 636 1,431 (2.2%) 20.0% (5.7%) (11.1%) (2.3%) (2.4%) 2009 $12,061 $2,229 $16,085 $2,386 $18,210 $50,971
DEAL VALUE
2010 $19,673 $4,158 $14,850 $1,583 $20,696 $60,960 % Chg. 2011 '11 vs. '10 $24,107 $4,745 $17,233 $1,211 $27,379 $74,676 22.5% 14.1% 16.0% (23.5%) 32.3% 22.5%
JANUARY
North America Latin America Europe Africa / Middle East Asia Pacific TOTAL 383 26 342 31 609 1,391
YTD
North America Latin America Europe Africa / Middle East Asia Pacific TOTAL 383 26 342 31 609 1,391 446 50 283 36 651 1,466 436 60 267 32 636 1,431 (2.2%) 20.0% (5.7%) (11.1%) (2.3%) (2.4%) $12,061 $2,229 $16,085 $2,386 $18,210 $50,971 $19,673 $4,158 $14,850 $1,583 $20,696 $60,960 $24,107 $4,745 $17,233 $1,211 $27,379 $74,676 22.5% 14.1% 16.0% (23.5%) 32.3% 22.5%
LTM
North America Latin America Europe Africa / Middle East Asia Pacific TOTAL 4,638 532 5,267 542 10,396 21,375 4,122 444 4,077 426 9,540 18,609 6,302 592 4,131 538 9,329 20,892 52.9% 33.3% 1.3% 26.3% (2.2%) 12.3% $269,943 $36,486 $379,638 $36,666 $318,934 $1,041,667 $210,169 $38,275 $214,887 $22,931 $290,454 $776,717 $318,884 $47,245 $272,293 $29,257 $327,002 $994,681 51.7% 23.4% 26.7% 27.6% 12.6% 28.1%

Annual Transactions
Global M&A Activity

Undisclosed Middle Market >$750M Deal Value
Number of Deals 45,000 40,000 35,000 30,802 31,108 36,560 42,483 41,265 40,587
Deal Value ($ in billions) $4,500 $4,000 $3,500
36,416
30,000
25,000 20,000 15,000 10,000 5,000 0
26,670
24,947
25,983 22,836
$3,000
$2,500 $2,000 $1,500 $1,000 3,299 3,059 $500 $0
Number of Deals >$750M Middle Market Undisclosed Deal Value
2000 644 15,900 14,258 $3,033
2001 340 13,029 13,301 $1,573
2002 296 12,428 12,223 $1,240
2003 293 11,958 10,585 $1,357
2004 439 13,805 11,739 $1,944
2005 579 16,890 13,639 $2,758
2006 798 19,114 16,648 $3,628
2007 1,022 22,058 19,403 $4,256
2008 595 21,864 18,806 $2,682
2009 381 18,531 17,504 $1,917
2010 633 20,927 19,027 $2,547
2010 YTD 27 1,468 1,804 $194
2011 YTD 47 1,431 1,581 $215
U.S. M&A Activity

Transaction Detail
U.S. M&A Activity Transaction Detail
There were a total of 1,004 announced U.S. transactions in January, a 6.8% decline from the
corresponding period last year, although this total was mostly in line with the LTM monthly average of 1,029.
The disclosed dollar volume of announced transactions was $124.2 billion, up 99.9% from the
corresponding period last year and also well above the LTM monthly average of $96.1 billion.
Middle-market activity for the month posted similarly mixed results, as the number of transactions
declined 10.8%, while dollar volume rose a respectable 20.3%, to $27.0 billion.
The upper end of the middle market experienced the most strength, with double-digit increases in both
the number of transactions and the disclosed dollar volume.
U.S. M&A Activity Detail

NUMBER OF DEALS
2009 2010 327 83 25 435 347 13 629 1,077 786 % Chg. 2011 '11 vs. '10 275 82 31 388 502 24 592 1,004 1,029 (15.9%) (1.2%) 24.0% (10.8%) 44.9% 84.6% (5.9%) (6.8%) 30.9% 2009 $3,769 $5,538 $5,587 $14,895 $28,108 $88,124 $103,018 $91,900
DEAL VALUE
2010 $3,770 $9,184 $9,493 $22,446 $20,207 $39,671 $62,117 $69,851 % Chg. 2011 '11 vs. '10 $3,590 $9,987 $13,421 $26,998 $30,596 $97,194 $124,192 $96,067 (4.8%) 8.7% 41.4% 20.3% 51.4% 145.0% 99.9% 37.5%
JANUARY
< $50M $50M-$250M $250M-$750M Total Middle-Market Monthly Average > 750M Undisclosed Total Deals Monthly Average 311 54 14 379 391 9 541 929 927
YTD
< $50M $50M-$250M $250M-$750M Total Middle-Market > 750M Undisclosed Total Deals 311 54 14 379 9 541 929 327 83 25 435 13 629 1,077 275 82 31 388 24 592 1,004 (15.9%) (1.2%) 24.0% (10.8%) 84.6% (5.9%) (6.8%) $3,769 $5,538 $5,587 $14,895 $88,124 $103,018 $3,770 $9,184 $9,493 $22,446 $39,671 $62,117 $3,590 $9,987 $13,421 $26,998 $97,194 $124,192 (4.8%) 8.7% 41.4% 20.3% 145.0% 99.9%
LTM
< $50M $50M-$250M $250M-$750M Total Middle-Market > 750M Undisclosed Total Deals 3,164 1,134 392 4,690 209 6,223 11,122 3,075 811 274 4,160 158 5,113 9,431 4,474 1,096 459 6,029 308 6,008 12,345 45.5% 35.1% 67.5% 44.9% 94.9% 17.5% 30.9% $45,097 $126,693 $165,502 $337,292 $765,506 $1,102,798 $38,141 $92,620 $111,727 $242,487 $595,727 $45,041 $128,339 $193,778 $367,158 $785,641 18.1% 38.6% 73.4% 51.4% 31.9% 37.5%
$838,214 $1,152,799
U.S. M&A Activity (cont'd)

Annual Activity
U.S. M&A Activity

Number of Deals 15,000 12,717 10,082 10,000 8,927 8,776
Deal Value ($ in billions) $2,400
13,274
12,369 11,404 9,905 12,346 $1,800
10,059
9,271
$1,200
5,000 $600
1,077 0 1,004 $0
Number of Deals >$750M
2000 275
2001 190 4,626 5,266 $871
2002 128 4,007 4,792 $567
2003 146 4,231 4,399 $687
2004 233 4,521 5,151 $992
2005 281 4,459 5,319 $1,298
2006 361 4,535 7,473 $1,645
2007 462 4,514 8,298 $1,753
2008 229 4,742 6,433 $1,086
2009 154 4,103 5,014 $879
2010 297 6,038 6,011 $1,098
2010 YTD 13 435 629 $62
2011 YTD 24 388 592 $124
Middle Market 6,781 Undisclosed 5,661 Deal Value $1,609
U.S. Middle-Market M&A Activity

<$50M $50-250M $250-750M Deal Value
Number of Deals 7,000 6,781
Deal Value ($ in billions) $600
6,000
5,000
6,038
$500 4,742
4,626
4,007 4,231
4,521
4,459
4,535
4,514
4,000
3,000 2,000
4,103
$400
$300
$200
1,000
0
$100
435 388 $0
Number of Deals $250-750M $50-250M <$50M Deal Value
2000 512 1,580 4,689 $462
2001 296 1,010 3,320 $279
2002 289 889 2,829 $258
2003 314 1,065 2,852 $291
2004 403 1,217 2,901 $351
2005 424 1,268 2,767 $364
2006 534 1,293 2,708 $419
2007 624 1,331 2,559 $465
2008 420 1,196 3,126 $356
2009 263 783 3,057 $235
2010 452 1,087 4,499 $360
2010 YTD 25 83 327 $22
2011 YTD 31 82 275 $27
Sources: Dealogic and William Blair & Company, L.L.C. Mergers and Acquisitions market analysis .

Valuation Multiples
Overall, acquisition multiples as measured by enterprise value/EBITDA continue to rebound from recent
lows as the worst of the economic downturn appears to have passed.
We have noticed over the past several months that the valuation differential between smaller and larger
transactions has begun to shrink, possibly indicating that multiples have begun to peak.
The one- and four-week acquisition premiums paid for public companies continue to trend downward
from their highest levels in a decade as equity prices continue to rebound.
U.S. EV/EBITDA Valuation Multiples(1)

12.0x 9.0x
Middle Market
Overall Market
6.0x
3.0x 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 LTM (1)
Middle Market Overall Market
7.3x 8.1x
7.1x 7.9x
8.0x 8.0x
7.3x 8.4x
9.3x 10.0x
10.1x 10.5x
10.1x 11.1x
10.0x 11.9x
8.1x 9.5x
7.1x 8.7x
9.7x 10.0x
9.4x 10.0x
1) Effective with the August 2009 issue, we revised our parameters to exclude transactions in the financial institutions sector. All periods have been recalculated and the current results are not comparable to those published before August 2009 Sources: Dealogic and William Blair & Company, L.L.C. Mergers and Acquisitions market analysis
U.S. EV/EBITDA Middle-Market Valuation Multiples(1)

13.0x
< $50M
$50M-$250M
$250M-$750M
8.0x
3.0x 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 LTM (1)
< $50M $50M-$250M $250M-$750M
5.5x 7.3x 8.3x
6.1x 7.4x 8.3x
8.0x 7.3x 9.4x
7.2x 6.8x 9.2x
7.7x 8.6x 10.5x
7.0x 10.5x 10.3x
8.9x 9.6x 11.0x
8.8x 11.6x 9.9x
7.2x 10.1x 7.9x
3.9x 7.2x 9.4x
7.7x 9.4x 10.6x
7.7x 9.2x 9.8x
(1) Effective with the August 2009 issue, we revised our parameters to exclude transactions in the financial institutions sector. All periods have been recalculated and the current results are not comparable to those published before August 2009 Sources: Dealogic and William Blair & Company, L.L.C. Mergers and Acquisitions market analysis
Median Acquisition Premiums

60.0% 1-Week Premium 4-Week Premium
40.0%
20.0% 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 LTM
1-Week Premium 4-Week Premium
41.2% 49.0%
46.9% 52.7%
45.0% 47.5%
35.2% 41.7%
26.4% 29.8%
32.0% 35.9%
27.4% 30.3%
29.6% 31.7%
38.2% 42.8%
50.7% 54.3%
48.3% 51.6%
45.9% 50.0%

PrivateEquity Transaction Analysis
Overall private-equity activity continues to accelerate, with 12 straight months of increased transactions
compared with the prior year. For the month, there were 182 transactions, up 38.9% and well above the LTM monthly average of 149.
The disclosed dollar value of $12.4 billion was nearly double the comparable period last year, although
it was well below the LTM monthly average of $21.8 billion.
U.S. Private-Equity Activity Detail

NUMBER OF DEALS
2009 2010 55 65 1 75 131 126 % Chg. 2011 '11 vs. '10 55 71 5 122 182 149 0.0% 9.1% 400.0% 62.7% 38.9% 18.2% 2009 $3,119 $7,204 $2,850 $5,969 $21,561
DEAL VALUE
2010 $4,360 $5,636 $1,869 $6,230 $13,733 % Chg. 2011 '11 vs. '10 $6,749 $8,542 $5,665 $12,414 $21,775 54.8% 51.5% 203.0% 99.3% 58.6%
JANUARY
Middle-Market Monthly Average > 750M Undisclosed Total Deals Monthly Average 81 72 2 88 171 169
YTD
Middle-Market > 750M Undisclosed Total Deals 862 50 1,067 1,979 776 40 705 1,521 847 99 917 1,863 9.1% 147.5% 30.1% 22.5% $3,119 $2,850 $5,969 $4,360 $1,869 $6,230 $6,749 $5,665 $12,414 54.8% 203.0% 99.3%
LTM
Middle-Market > 750M Undisclosed Total Deals 862 50 1,067 1,979 776 40 705 1,521 847 99 917 1,863 9.1% 147.5% 30.1% 22.5% $86,453 $108,441 $194,894 $67,635 $109,169 $176,804 $102,499 $191,391 $293,890 51.5% 75.3% 66.2%
U.S. Private-Equity Activity

Number of Deals 2,500 2,000

1,500
2,491 1,842 2,068
2,503 1,979 1,521 1,863
Deal Value ($ in billions) $700 $600 $500 $400 $300 $200 131 182 $100 $0
1,304 1,056
1,117
1,362
1,000 500 0
2000 29 769 506 $133
2001 21 554 481 $86
2002 26 613 478 $97
2003 34 700 628 $132
2004 74 991 777 $249
2005 92 974 1,002 $333
2006 120 1,101 1,270 $582
2007 164 909 1,509 $651
2008 50 862 1,067 $215
2009 40 776 705 $176
2010 99 847 917 $289
2010 YTD 1 55 75 $6
2011 YTD 5 55 122 $12

PrivateEquity Transaction Analysis (contd)
Computers and electronics, which was the top private-equity-targeted sector in 2010, remains the most
active sector for private-equity investors, with 50 announced transactions so far in 2011. Far behind are professional services, with 28 transactions, and healthcare, with 15 transactions. These three industries alone continue to represent about 50% of the total.
Based on disclosed dollar volume, the computers and electronics sector is currently the most active, at
$4.8 billion, well ahead of real estate and chemicals.
Private-Equity Activity by Target Sector

NUMBER OF DEALS
2008 Aerospace Agribusiness Auto/Truck Chemicals Computers & Electronics Construction/Building Consumer Products Defense Dining & Lodging Finance Food & Beverage Forestry & Paper Government Healthcare Holding Companies Insurance Leisure & Recreation Machinery Metal & Steel Mining Oil & Gas Professional Services Publishing Real Estate/Property Retail Telecommunications Textile Transportation Utility & Energy TOTAL 11 9 50 61 416 78 66 4 29 98 53 16 2 201 16 42 28 53 46 11 63 248 38 44 65 72 17 56 45 1,938 2009 6 6 42 31 367 47 35 17 82 37 6 1 175 6 24 32 34 26 7 38 174 40 22 51 60 5 30 51 1,452 2010 7 6 43 53 450 61 44 2 26 112 66 19 5 251 12 27 35 40 41 7 69 224 39 26 65 83 19 36 52 1,920 2011 YTD 2 8 50 1 5 2 4 7 1 15 1 13 3 1 2 3 7 28 3 5 5 7 4 4 5 186 2008 $2,555 $150 $871 $5,357 $22,649 $3,788 $5,947 $25 $3,616 $33,252 $7,767 $1,103 $8 $15,201 $1,857 $3,106 $2,225 $1,791 $3,082 $911 $7,758 $15,877 $1,467 $4,906 $4,431 $37,789 $1,206 $3,136 $19,645 $211,478
DOLLAR VOLUME
2009 $1,050 $224 $1,486 $1,124 $28,492 $1,774 $2,726 $1,228 $29,734 $8,444 $302 $14,696 $65 $3,617 $4,781 $2,133 $689 $195 $3,927 $5,752 $2,167 $3,867 $3,948 $8,232 $228 $2,259 $6,696 $139,836 2010 $3,711 $90 $4,240 $7,935 $28,510 $4,481 $9,214 $1,582 $10,359 $18,893 $20,435 $7,183 $734 $41,664 $618 $4,428 $3,465 $4,332 $6,318 $540 $30,647 $19,440 $653 $2,758 $12,450 $18,577 $3,995 $3,815 $16,897 $287,963 2011 YTD $76 $1,451 $4,827 $35 $358 $226 $1,141 $339 $317 $320 $42 $108 $38 $833 $66 $2,252 $80 $70 $140 $12,719
10

Transaction Breakdown
As the equity markets have rebounded, public companies have continued to increase their share of
M&A activity relative to the other market participants. Public companies currently represent 28.7% of all acquirers, compared with 28.3% for 2010 and just 21.5% for 2009. Private companies represented 40.9% of acquirers over the last 12 months, down from the 41.8% for 2010, while private equity continues to increase its share.
Private companies continue to account for a majority (65.5%) of all transaction targets, a slight decline
from 2010, while the other three categories increased their totals marginally.
U.S. Middle-Market M&A Activity by Acquirer(1)

Percent of Deals 75.0% Private Public Private Equity Foreign
50.0%
25.0%
0.0%
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
LTM
(1)
Private Public Private Equity Foreign
32.6% 60.9% 12.0% 15.4%
31.2% 53.9% 9.1% 16.0%
30.3% 48.5% 11.1% 13.7%
27.4% 36.9% 11.7% 8.6%
28.9% 44.3% 15.1% 10.7%
21.7% 31.7% 14.0% 11.3%
35.4% 30.9% 16.7% 13.1%
46.1% 36.2% 19.7% 18.4%
46.2% 36.8% 18.0% 22.0%
39.7% 21.5% 11.4% 14.2%
41.8% 28.3% 13.3% 16.6%
40.9% 28.7% 13.9% 16.5%
(1) As of May 2010, we have adjusted the data to include transactions with no disclosed value, rather than just middle-market deals. Sources: Dealogic and William Blair & Company, L.L.C. Mergers and Acquisitions market analysis
U.S. Middle-Market M&A Activity by Target(1)

Percent of Deals 75.0% Private Public Private Equity Divestiture
50.0%
25.0%
0.0%
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
LTM
(1)
Private Public Private Equity Divestiture
63.9% 8.8% 2.1% 25.1%
49.6% 7.4% 3.3% 39.6%
48.9% 6.2% 3.8% 41.1%
43.0% 6.3% 5.3% 45.7%
52.5% 4.2% 6.5% 37.1%
64.0% 3.9% 6.9% 25.2%
67.1% 3.3% 5.8% 23.6%
69.2% 3.7% 5.7% 21.4%
64.4% 4.3% 4.7% 26.4%
61.0% 3.8% 4.6% 30.4%
66.0% 4.7% 5.8% 23.6%
65.5% 4.8% 6.0% 23.7%
(1) As of May 2010, we have adjusted the data to include transactions with no disclosed value, rather than just middle-market deals. Sources: Dealogic and William Blair & Company, L.L.C. Mergers and Acquisitions market analysis
11

Transaction Breakdown (contd) Distressed U.S. M&A Activity
Number of Deals
500 400 300 200 100 0 163 323
330
194
394
273 73 120
$80 $60 $40
42
45
47
33
17
$20 $0
2000 1 25 16 $4.0
2001 10 102 51 $31.7
2002 10 231 82 $49.3
2003 13 246 71 $46.0
2004 13 132 49 $30.0
2005 2 27 16 $8.7
2006 2 22 23 $6.0
2007 5 32 36 $18.1
2008 11 48 61 $43.1
2009 20 179 195 $81.3
2010 12 118 143 $91.6
2010 YTD 1 22 10 $16.7
2011 YTD 2 5 10 $11.5
U.S. Take-Private Transaction Activity

Middle Market >750M Deal Value
Number of Deals 90 61
63
72 55 38 41
67
65 30 53 34 3
60
30
Deal Value ($ in billions) $300 $250 $200 $150 $100 $50 2 $0
Number of Deals >750M Middle Market Deal Value
2000 2 59 $11.1
2001 2 61 $6.9
2002 4 51 $10.0
2003 3 69 $8.3
2004 9 29 $28.0
2005 15 26 $54.3
2006 31 36 $263.7
2007 33 32 $259.9
2008 6 24 $11.3
2009 2 32 $11.7
2010 19 34 $53.3
2010 YTD 3 0 $0.3
2011 YTD 2 0 $0.8
Transaction Consideration
Stock Only Cash Only Cash/Stock Other
Percent of Deals 80.0% 60.0%
40.0% 20.0%
0.0%
Number of Deals Stock Only Cash Only Cash/Stock Other
1999 39.2% 38.2% 20.8% 1.8%
2000 29.4% 43.7% 24.0% 2.9%
2001 23.1% 56.8% 14.0% 6.2%
2002 26.7% 56.5% 14.8% 2.0%
2003 20.1% 59.3% 19.3% 1.3%
2004 19.4% 61.2% 18.4% 1.0%
2005 21.2% 66.2% 11.2% 1.4%
2006 13.2% 72.3% 12.9% 1.6%
2007 13.9% 75.2% 9.6% 1.3%
2008 18.8% 59.1% 19.4% 2.8%
2009 13.6% 58.7% 24.8% 2.9%
2010 LTM 16.2% 63.8% 17.0% 3.0%
12

Industry Breakdown
For the month, 9 of the 14 industry sectors showed an increase in the year-over-year number of deals.
The computers and electronics sector was the most active, with 174 announced transactions, while the consumer products sector experienced the largest increase, at 144.4%.
For the middle market, 9 of the 14 sectors showed an increase in the number of transactions compared
with last year. The computers and electronics sector was the most active, with 90 announced transactions, while the number of building and construction sector transactions increased 300%.
In terms of dollar volume, nine of the industry segments are experiencing a year-over-year increase,
with energy and power the most active sector and the materials sector showing the largest percentage gain.
In the middle market, 12 of the 14 sectors are experiencing an increase. The computers and electronics
sector is the most active middle market sector, at $3.7 billion.
Transaction Activity by Target Sector

2007
TRANSACTIONS Business Services Computers & Electronics Construction/Building Consumer Products Consumer Services Energy & Power Financial Food & Beverage Healthcare Industrial Products Materials Real Estate/Property Telecommunications Transportation Other TOTAL $ VOLUME (B) Business Services Computers & Electronics Construction/Building Consumer Products Consumer Services Energy & Power Financial Food & Beverage Healthcare Industrial Products Materials Real Estate/Property Telecommunications Transportation Other TOTAL $26,091 $42,677 $7,730 $7,521 $21,495 $44,411 $33,238 $4,444 $33,289 $13,816 $23,389 $36,753 $18,689 $8,938 $5,423 $327,903 $91,498 $120,149 $45,498 $29,018 $85,668 $210,965 $211,589 $30,007 $141,765 $45,234 $101,018 $139,495 $83,316 $31,248 $18,724 $1,385,193 $19,172 $29,830 $5,464 $5,148 $11,331 $44,897 $24,619 $4,114 $28,395 $9,483 $14,766 $21,000 $10,345 $5,015 $5,670 $239,248 $31,235 $75,273 $8,666 $21,282 $24,258 $102,495 $143,394 $98,723 $137,947 $11,433 $58,430 $33,238 $82,439 $11,730 $6,492 $847,036 $12,165 $23,702 $2,830 $2,397 $10,622 $27,881 $16,743 $3,101 $26,336 $5,318 $9,030 $9,920 $11,062 $2,177 $1,241 $164,525 $24,927 $65,785 $7,089 $8,752 $16,234 $90,605 $97,807 $19,872 $179,659 $20,151 $15,678 $14,845 $90,904 $39,443 $3,791 $695,541 $12,165 $23,702 $2,830 $2,397 $10,622 $27,881 $16,743 $3,101 $26,336 $5,318 $9,030 $9,920 $11,062 $2,177 $1,241 $164,525 $24,927 $65,785 $7,089 $8,752 $16,234 $90,605 $97,807 $19,872 $179,659 $20,151 $15,678 $14,845 $90,904 $39,443 $3,791 $695,541 $888 $1,734 $83 $80 $1,122 $1,734 $1,018 $0 $2,256 $582 $1,581 $945 $304 $538 $80 $12,945 $2,835 $1,734 $83 $1,949 $1,122 $15,734 $2,286 $3,700 $2,256 $582 $1,581 $2,095 $304 $538 $80 $36,879 $1,120 $3,676 $246 $576 $1,232 $2,645 $1,238 $96 $3,452 $1,514 $746 $1,930 $903 $15 $426 $19,816 $1,120 $9,275 $246 $576 $1,232 $29,727 $2,266 $96 $4,452 $2,464 $22,720 $13,122 $2,729 $15 $426 $90,466 Mid-Mkt 348 630 80 112 178 310 273 41 358 118 190 240 161 57 60 3,156 Total 1,755 1,744 400 459 674 734 1,011 204 945 503 649 561 454 250 179 10,522
2008
Mid-Mkt 363 738 73 81 152 396 253 47 444 132 218 200 161 57 65 3,380 Total 1,301 1,694 312 236 425 706 771 175 888 427 577 426 342 200 179 8,659
2009
Mid-Mkt 333 829 48 52 160 337 189 38 539 95 178 145 147 30 25 3,145 Total 1,048 1,663 205 154 354 622 692 132 950 272 414 272 306 107 105 7,296
2010
Mid-Mkt 613 1,293 73 66 230 462 290 80 793 135 253 314 171 67 58 4,898 Total 1,472 2,285 255 177 504 813 822 205 1,217 345 550 529 309 172 169 9,824
2010 YTD
Mid-Mkt 40 79 2 4 14 30 14 1 53 15 24 15 5 9 3 308 Total 126 177 20 9 34 63 65 12 92 37 41 33 15 23 21 768
2011 YTD
Mid-Mkt 19 90 8 6 17 33 10 4 56 11 15 33 12 2 4 320 Total 128 174 18 22 38 70 61 17 110 29 49 67 22 13 12 830
13

CrossBorder Transaction Analysis
For the overall market, the LTM transaction breakdown remains about 60%/40% in favor of outbound
transactions, similar to the totals for recent years.
In the middle market, the LTM transaction breakdown favors the outbound transactions 60% to 40%. For middle-market and undisclosed transactions, the most actively targeted U.S. industries by foreign
buyers are computers and electronics, healthcare, and professional services.
The most active foreign buyers making acquisitions in the United States are Canada, the United
Kingdom, and France.
The top industries outside the United States targeted by U.S. buyers are computer/electronics,
professional services, and mining.
The top country targeted by U.S. buyers was Canada, followed by the China and India.
U.S. Middle-Market Cross-Border M&A by Number of Deals

Outbound Inbound Inbound Deal Value Outbound Deal Value
Number of Deals 2,500 1,896 1,622 2,077 2,121
2,000
1,921 1,433
1,275 1,466 1,440 1,424 1,062
1,918
$100
1,500
1,373 1,044 780
$80 1,237
1,226 $60 $40 $20 $0
1,075 1,000
1,015
1,090 839
1,266
989
619
500
Number of Deals Inbound Middle Market Undisclosed Value Outbound Middle Market Undisclosed Value
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
LTM
680 395 $65.2 857 1,039 $69.9
569 446 $38.2 672 761 $48.3
435 404 $29.4 541 549 $34.2
361 258 $23.7 511 478 $37.4
424 356 $37.5 674 601 $55.9
527 517 $42.4 727 646 $57.8
516 750 $56.6 826 796 $71.9
625 841 $65.4 1,066 1,011 $102.3
744 680 $51.0 1,089 1,032 $89.3
556 506 $35.6 725 715 $47.1
637 600 $49.0 898 1,023 $70.3
633 593 $49.5 884 1,034 $70.3
14

CrossBorder Transaction Analysis (contd)
U.S. Cross-Border M&A Number of Transactions

INBOUND
2009 Middle Market > $750M Undisclosed Total 556 19 506 1,081 2010 627 52 588 1,267 2011 YTD 44 3 50 97
OUTBOUND
2009 1,089 38 1,032 2,159 2010 725 26 715 1,466 2011 YTD 60 6 85 151 2009 1,645 57 1,538 3,240
TOTAL
2010 1,352 78 1,303 2,733 2011 YTD 104 9 135 248
U.S. Cross-Border M&A Transaction Value

INBOUND
2009 Middle Market > $750M Undisclosed Total $35,556 $41,788 $77,344 2010 $49,160 $156,995 $206,155 2011 YTD $3,520 $3,526 $7,046
OUTBOUND
2009 $47,078 $69,784 $116,862 2010 $68,787 $114,881 $183,668 2011 YTD $5,389 $15,605 $20,994 2009 $82,634 $111,572 $194,206
TOTAL
2010 $117,947 $271,876 $389,823 2011 YTD $8,909 $19,131 $28,040
U.S. Cross-Border M&A Transactions 2011 YTD

INBOUND to U.S.
Target Industry Computers & Electronics Healthcare Professional Services Utility & Energy Consumer Products Deals 19 14 9 7 6 Acquiror Country Canada United Kingdom France Japan China Deals 25 13 8 7 6
OUTBOUND from U.S.

Target Industry Computers & Electronics Professional Services Mining Finance Real Estate/Property Deals 34 16 10 9 9 Acquiror Country Canada China India United Kingdom Germany Deals 36 12 11 10 7
U.S. Cross-Border M&A Transactions 2010

INBOUND to U.S.
Target Industry Computers & Electronics Healthcare Professional Services Mining Oil & Gas Deals 254 143 121 114 101 Acquiror Country Canada United Kingdom Japan Australia India Deals 375 157 104 70 69
OUTBOUND from U.S.

Target Industry Computers & Electronics Professional Services Healthcare Finance Mining Deals 380 213 160 142 125 Acquiror Country Canada United Kingdom China India Germany Deals 352 256 162 131 111
15
U.S. Financing Markets

Debt Capital Markets
2008/2009 lows. U.S. Financing Markets Debt Capital Markets
The average debt multiples for LBO loans have jumped in recent months and remain well above their For companies below $50 million of EBITDA, senior debt/EBITDA and total debt/EBITDA is currently 3.5
and 4.2 times, respectively, up from 3.1 and 3.4 times at the end of 2009.
For companies with more than $50 million in EBITDA, the leverage multiple also increased from the
prior month and continues to trend higher, and now stands at 4.5 times senior debt and 5.0 times total debt. This compares quite favorably with senior debt of 3.9 times and total debt of 4.8 times at the end of 2009.
The average total equity contribution by sponsors continues to remain at near-record levels, although
the numbers have begun to decline, especially for larger transactions, as liquidity in the credit markets continues to improve.
Average Pro Forma Adjusted Credit Statistics of Middle-Market LBO Loans (Issuers With EBITDA of Less Than $50 Million)
Total Debt/EBITDA
7.0x
Total Debt/EBITDA
Senior Debt/EBITDA
Senior Debt/EBITDA
7.0x
6.0x 5.0x 5.0x 3.8x 4.0x 3.6x 3.5x 3.9x 3.0x 3.1x 2.0x 1999 2000 2001 2002 2003 2004 2005 2006 2007 3.2x 3.3x 3.4x 2.4x 3.9x 4.4x 4.9x
5.3x 4.4x 4.8x
6.0x
4.1x 4.6x
3.4x 4.4x
4.2x
(1)
5.0x
4.0x
4.0x
(1)
3.0x
3.3x 3.1x
3.5x
3.0x
2.0x 2008 2009 2010 2011
(1) Total equity equals common, preferred, and rollover equity Source: S&PsLeveragedLendingReview
Average Pro Forma Adjusted Credit Statistics of Middle-Market LBO Loans (Issuers With EBITDA of More Than $50 Million)
Total Debt/EBITDA
7.0x 5.7x
4.9x 5.0x 4.1x 4.0x 3.9x 3.8x 4.5x
Total Debt/EBITDA
Senior Debt/EBITDA
Senior Debt/EBITDA
7.0x 5.8x
6.0x
5.6x
6.0x 5.0x 4.8x

(1)
5.0x
5.8x
4.6x
5.0x
5.2x
4.4x
4.0x 3.9x
4.5x
(1)
4.0x
3.7x
3.0x
3.2x
3.3x
3.2x
3.4x
3.0x
2.8x 2.0x
1999 2000 2001 2002
2.8x
2003
2.9x
2.0x
2004 2005 2006 2007 2008 2009 2010
(1) Total equity equals common, preferred, and rollover equity Source:S&PsLeveragedLendingReview
16
U.S. Financing Markets (cont'd)

Average Equity Contribution by Sponsors for LBO Transactions

Less than $50 million EBITDA More than $50 million EBITDA
50.0% 40.8% 40.0% 34.2% 30.0% 36.1% 36.3% 31.0%
46.5% 43.8% 39.7% 35.4% 34.1% 40.2% 32.1% 30.3% 29.2% 38.3%
37.9% 36.7%
32.4%
38.3%
38.2% 36.9%
30.0%
29.6%
31.5%
29.9%
20.0%
10.0% NA
0.0%
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
LTM
Note: YTD as of January 31, 2010 Source: S&PsLeveragedLendingReview
17

Equity Capital Markets
IPO Pricings by Sector Last 4 Quarters: 145 Total Deals

Q1 2010 26 Q4 2010 56 Industrial 28
Business Services 14 Consumer 20
Q2 2010 34 Technology 42
Q3 2010 29
Financial 22
Healthcare 19
IPO Filings by Sector Last 4 Quarters: 230 Total Deals

Q1 2010 48
Business Services 20 Consumer 31
Q4 2010 51
Industrial 56
Financial 26 Q3 2010 58
Q2 2010 73
Technology 64
Healthcare 33
IPO Backlog(1)
Backlog Pricings Filings Withdrawn
Number of Deals 140

120 100 80 60 44 34 39 74 91
105
120 121 121 111 115 107

93 73 78 59
35 30 25 20 15
80
63 46 52
40 20 0
21
13
11
04/09
26 7
06/09
10 5 0
17
01/09
02/09
07/09
08/09
01/10
02/10
07/10
08/10
01/11
Pricings Filings Withdrawn
0 3 11
0 2 3
1 0 5
1 1 4
3 1 7
3 2 5
4 4 2
0 8 3
4 14 2
8 11 1
13 18 2
11 17 2
6 17 3
6 13 2
6 12 2
14 23 2
12 31 5
11 19 4
11 22 6
8 20 2
12 18 3
9 20 4
17 19 4
20 20 10
19 13 9
7 13 6
(1) Backlog defined as IPOs filed or revised within the last 180 days, excluding SPACs, REITs, and Rule 144A Offerings Sources: Dealogic and William Blair & Company, L.L.C. Mergers and Acquisitions market analysis
18
02/11
12/08
03/09
05/09
09/09
10/09
11/09
12/09
03/10
04/10
05/10
06/10
09/10
10/10
11/10
12/10
15 8 5
European M&A Activity

European M&A Activity
Transaction Detail
The total number of announced European deals for the month was 1,146, down 10.6% from the yearago period and also slightly below the trailing-12-month monthly average of 1,259.
In addition, the total dollar volume for the month was just $56.2 billion, down 35.1% from the year-ago
period and also well below the LTM monthly average of $81.0 billion.
European middle-market activity was slightly stronger, with 344 announced deals in January, down a
very modest 2.0% from the corresponding period last year.
However, the dollar volume of $24.0 billion represented a 19.4% increase compared with the year-ago
period, although it was far short of the LTM monthly average of $29.4 billion.
European M&A Activity Detail

NUMBER OF DEALS
2009 2010 253 75 23 351 412 13 918 1,282 1,232 % Chg. 2011 '11 vs. '10 233 82 29 344 422 16 786 1,146 1,259 (7.9%) 9.3% 26.1% (2.0%) 2.3% 23.1% (14.4%) (10.6%) 2.2% 2009 $2,767 $8,179 $9,306 $20,252 $38,918 $28,210 $48,461 $109,473
DEAL VALUE
2010 $2,681 $8,446 $9,014 $20,141 $23,401 $66,433 $86,574 $61,109 % Chg. 2011 '11 vs. '10 $2,537 $9,545 $11,960 $24,043 $29,401 $32,130 $56,172 $80,967 (5.3%) 13.0% 32.7% 19.4% 25.6% (51.6%) (35.1%) 32.5%
JANUARY
< $50M $50M-$250M $250M-$750M Total Middle-Market Monthly Average > 750M Undisclosed Total Deals Monthly Average 302 70 20 392 529 9 1002 1,403 1,342
YTD
< $50M $50M-$250M $250M-$750M Total Middle-Market > 750M Undisclosed Total Deals 313 70 20 403 9 1,002 1,414 253 75 23 351 13 918 1,282 233 82 29 344 16 786 1,146 (7.9%) 9.3% 26.1% (2.0%) 23.1% (14.4%) (10.6%) $2,767 $8,179 $9,306 $20,252 $28,210 $48,461 $2,681 $8,446 $9,014 $20,141 $66,433 $86,574 $2,537 $9,545 $11,960 $24,043 $32,130 $56,172 (5.3%) 13.0% 32.7% 19.4% (51.6%) (35.1%)
LTM
< $50M $50M-$250M $250M-$750M Total Middle-Market > 750M Undisclosed Total Deals 4,327 1,479 545 6,351 311 9,439 16,101 3,692 943 310 4,945 177 9,660 14,782 3,507 1,114 438 5,059 264 9,780 15,103 (5.0%) 18.1% 41.3% 2.3% 49.2% 1.2% 2.2% $56,162 $173,301 $237,551 $467,014 $846,664 $1,313,679 $40,813 $107,582 $132,411 $280,806 $452,497 $733,303 $40,285 $129,007 $183,515 $352,808 $618,791 $971,599 (1.3%) 19.9% 38.6% 25.6% 36.8% 32.5%
19
European M&A Activity (cont'd)

Annual Activity European M&A Activity
Number of Deals
20,000 14,734 13,126 11,489 10,021 10,628 12,832 15,514 16,180 14,914
Deal Value ($ in billions)

$2,400
15,239
$1,800
15,000
13,771
10,000
$1,200
5,000
$600
1,282
0
1,146 $0
2000 352 6,587 7,795 $1,535
2001 163 5,727 7,236 $679
2002 172 5,141 6,176 $639
2003 149 4,659 5,213 $625
2004 198 4,926 5,504 $839
2005 288 5,944 6,600 $1,225
2006 390 6,244 7,137 $1,701
2007 537 6,655 8,322 $2,277
2008 336 6,536 9,308 $1,368
2009 173 4,997 9,744 $695
2010 261 5,066 9,912 $1,002
2010 YTD 13 351 918 $87
2011 YTD 16 344 786 $56
European Middle-Market M&A Activity

<$50M $50-250M $250-750M Deal Value
Number of Deals
8,000
7,000 6,000 5,000 4,000
6,587
5,727 5,944
6,244
6,655
6,536 4,997 5,066 $600
5,141
4,659
4,926
$400
3,000
2,000 $200 351 344 $0
1,000
0
Number of Deals $250-750M $50-250M <$50M Deal Value
2000 444 1,204 4,939 $385
2001 306 895 4,526 $275
2002 296 866 3,979 $265
2003 289 929 3,441 $267
2004 399 1,152 3,375 $349
2005 494 1,389 4,061 $421
2006 627 1,574 4,043 $508
2007 786 1,857 4,012 $609
2008 579 1,566 4,391 $492
2009 307 938 3,752 $281
2010 432 1,107 3,527 $349
2010 YTD 23 75 253 $20
2011 YTD 29 82 233 $24
20

Valuation Multiples
The median enterprise-value/EBITDA multiple for all European transactions continues to rebound from
the 2009 lows and currently stands at 9.2 times for the LTM period, up from 7.2 times for all of 2009 and 9.1 times for 2010.
For middle-market deals over the past 12 months, the median enterprise value/EBITDA multiple has
risen to 8.3 times, from 7.2 times for 2009 and 8.2 times for all of 2010.
One- and four-week acquisition premiums remain at near-record highs.
European EV/EBITDA Valuation Multiples

15.0x 10.0x 5.0x
Middle Market
Overall Market
0.0x 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 LTM
Middle Market Overall Market
8.7x 8.8x
8.2x 8.5x
8.2x 8.7x
8.8x 8.9x
8.9x 9.0x
9.6x 10.2x
10.0x 10.8x
9.9x 11.7x
9.3x 9.9x
7.2x 7.2x
8.2x 9.1x
8.3x 9.2x
European EV/EBITDA Middle-Market Valuation Multiples

15.0x 10.0x 5.0x 0.0x 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 LTM < $50M $50M-$250M $250M-$750M
Size < $50M $50M-$250M $250M-$750M
8.3x 9.5x 8.6x
7.8x 8.9x 9.3x
7.4x 8.6x 9.7x
8.7x 7.8x 10.3x
7.7x 9.3x 9.6x
7.4x 9.8x 12.9x
8.5x 9.7x 12.1x
8.7x 10.4x 11.0x
8.6x 7.4x 11.7x
5.3x 7.7x 9.9x
7.7x 8.2x 8.2x
9.0x 9.4x 8.2x
European Middle-Market Median Acquisition Premiums

40.0% 30.0% 20.0% 10.0% 0.0% 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 LTM 1-Week Premium 4-Week Premium
1-Week Premium 4-Week Premium
26.3% 32.3%
23.3% 26.3%
23.4% 23.5%
16.8% 21.4%
17.2% 19.2%
15.8% 20.9%
14.4% 17.3%
19.0% 22.5%
28.6% 30.0%
23.0% 28.4%
22.9% 24.7%
23.3% 25.0%
21

PrivateEquity Transaction Analysis
There were a total of 121 European private-equity transactions for the month, a 13.1% increase from
the comparable period last year but slightly below the LTM monthly average of 134 transactions.
However, the dollar volume for the month was $8.1 billion, which was higher than the $5.2 billion in the
comparable period last year but well below the LTM monthly average of $14.6 billion.
European Private-Equity Activity

Number of Deals
3,000
2,170 1,413
1,395
2,216
2,517 2,113 1,417 1,609
Deal Value ($ in billions) $800 $600 $400
2,000 1,000
0
1,306
1,393
1,618
107
121
$200 $0
2000 29 799 585 $94
2001 21 761 613 $76
2002 31 729 546 $96
2003 39 723 631 $133
2004 64 839 715 $216
2005 90 990 1,090 $282
2006 104 932 1,180 $359
2007 152 1,018 1,347 $446
2008 73 838 1,202 $208
2009 36 583 798 $137
2010 58 621 930 $175
2010 YTD 1 35 71 $5
2011 YTD 2 48 71 $8
Average Total Equity Contribution

60.0% 50.0% 40.0% 30.0% 20.0% 10.0% 0.0% 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 35.9% 37.4% 37.6% 44.7% 38.6% 37.3% 35.9% 33.7% 33.7% 33.6% 53.1% 50.6%
(1) Total equity equals common, preferred, and rollover equity Source: S&PsLeveragedLendingReview
Average Debt Multiples of LBO Loans

Senior Debt/EBITDA
8.0x
Non-Senior Debt/EBITDA
6.6x
1.0x
6.0x
4.0x 2.0x 0.0x
4.7x 4.7x
0.4x 1.2x
4.2x 4.4x
0.6x 0.8x 3.6x 3.6x
4.2x 4.3x
0.7x 0.7x 3.5x 3.6x
4.0x
4.4x
4.1x
0.7x
4.5x
0.9x
4.7x 4.8x
1.1x 1.1x
4.9x
0.7x
5.5x
1.0x
5.6x 5.8x
1.2x 1.1x
5.9x
1.0x
5.1x 5.3x
1.2x 1.1x
4.0x
4.5x
3.9x
0.4x
4.6x
0.5x
0.6x 1.0x
0.6x 1.3x
4.3x
3.5x
3.4x 3.4x
3.4x 3.6x
3.6x 3.7x
4.2x 4.5x
4.4x 4.7x
4.9x
5.6x 3.9x 4.2x 3.4x 3.2x 3.5x
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
Left Column Less Than 50 million EBITDA
Right Column More Than 50 million EBITDA
Source: S&PsLeveragedLendingReview
22
Emerging Markets M&A Activity

Emerging Markets M&A Activity
Latin American M&A Activity

Number of Deals 1,500 1,250 1,000 749 885 619 450 578 567
1,278 1,161
903
1,329
Deal Value ($ in billions) $300 $250 $200
750
500 250 0
523
$150
$100 103 137 $50 $0
2000 34 387 328 $94
2001 9 311 299 $48
2002 13 199 238 $38
2003 9 289 225 $30
2004 13 329 236 $59
2005 13 309 245 $48
2006 29 439 417 $126
2007 33 678 567 $106
2008 36 601 524 $111
2009 29 464 410 $90
2010 62 636 631 $255
2010 YTD 0 39 64 $2
2011 YTD 6 63 68 $15
Asian M&A Activity

Number of Deals 16,000
15,783 12,570
15,640
13,705 14,149

$800
14,000 12,000
10,000 8,000 7,136 5,503 5,169 5,872
$700
$600 $500 $400
10,016
6,000
4,000 2,000 0
5,300
$300
$200
123
1,011
$100 $0
2000 72 3,430 2,001 $388
2001 50 3,253 1,866 $253
2002 50 3,778 2,044 $199
2003 47 3,590 1,663 $227
2004 86 5,066 1,984 $398
2005 105 7,223 2,688 $522
2006 158 9,261 3,151 $676
2007 197 11,741 3,845 $831
2008 135 11,404 4,101 $676
2009 109 10,102 3,494 $549
2010 166 10,058 3,925 $714
2010 YTD 5 51 67 $50
2011 YTD 17 706 288 $58
23
Select William Blair & Company Transactions

Select William Blair & Company Transactions CLOSE DATE DEAL VALUE
ND
BLAIR CLIENT
CLIENT DESCRIPTION
The leading cinema multiplex operator in the Czech Republic, Hungary, and Slovakia; 15 multiplexes with 141 screens.
TRANSACTION DESCRIPTION
Sale to Cinema City International N.V., the largest multiplex cinema operator in Central and Eastern Europe and in Israel. Sale of company to DuPont.
01/19/11* Palace Cinemas B.V. (Argus Capital Limited) 12/31/10 MECS, Inc. (American Securities Capital)
Leading global provider of process technology, proprietary specialty equipment, and technical services to the sulfuric acid industry. Leading global provider of integrated 12/31/10* Trintech Group PLC financial governance, risk management, and compliance (GRC) software solutions for commercial and financial markets worldwide. A leading vertically integrated 12/30/10 Premix Inc. manufacturer of highly engineered (Mason Wells) thermoset composite materials and molded parts made from these materials. The leading supplier of beauty and bath 12/30/10 Paris Presents Incorporated accessories to mass merchants, drug stores, specialty beauty stores, and department stores, both domestically and internationally. A leading assembler, fabricator, and 12/28/10 Block Heavy & Highway Products Co. distributor of steel infrastructure products used principally in the construction of roads, highways, interstates, airports, and distribution centers. A leading independent provider of 12/28/10 Trover Solutions, Inc. outsourced technology-enabled cost(Tailwind Capital) containment solutions to the U.S. insurance industry. A leading provider of software and 12/23/10 Surgical Information Systems, LLC services focused exclusively on the unique needs of the surgery and anesthesia departments (which together define the perioperative environment within a hospital). The leading provider of auction and 12/23/10 National Powersport Auctions (Transportation remarketing services for the sale of powersport vehicles in the United States. Resource Partners) 12/22/10 Vendormate, Inc. A leading provider of technology and compliance-monitoring services to assist hospitals and other companies across multiple industries in their relationships with vendors. Leader in the North American automotive exterior trim market and the clear leader in the North American and European roof rack segments of the market. Distributes automotive paints, coatings, and paint-related accessories to the automotive collision repair industry in the United States. Leading provider of power solutions for the oil and gas exploration and production market in the Rocky Mountain region of the United States.
ND
Sale to private-equity firm Spectrum Equity Investors in a cash transaction for about $120.5 million, or $6.60 per share.
$120.5
Sale to Hadlock Plastics, LLC, a portfolio company of Highlander Partners, L.P.
ND
Sale to private-equity firm Mason Wells.
ND
Sale of the company to Dayton Superior Corporation, a portfolio company of Oaktree Capital Management.
Recapitalization by ABRY Partners.
ND
Sale to private-equity firm Norwest Equity Partners.
ND
Sale to Bank of America Merrill Lynch Capital Partners (BAMLCP). Recapitalization by Primus Capital.
ND
ND
12/20/10
JAC Products, Inc. (Annex Capital Management) FinishMaster, Inc.
Sale to private-equity firm Wynnchurch Capital Ltd.
ND
12/09/10
12/03/10
Northland Power Services* (Denargo Capital LLC)
Fairness opinion for the sale of the company to Uni-Select Inc. (TSX: UNS), a leader in the distribution of automotive replacement parts, equipment, tools, and accessories. Sale to Aggreko plc, the world leader in the supply of temporary power and temperature-control solutions.
$217.0
$26.0
* Represents cross-border transaction ND Transaction value not disclosed
24
Select William Blair & Company Transactions (cont'd)

Select William Blair & Company Transactions (cont'd) CLOSE DATE
12/01/10
BLAIR CLIENT
Sterling Infosystems, Inc. (Generation Partners)
CLIENT DESCRIPTION
Provides a broad range of services, including employment and student screening, corporate due diligence and background investigation, occupational health, and employment-related business tax consulting. Oneoftheworlds leading designers and manufacturers of high-performance motion-control products. Developer and manufacturer of specialist double-sided pressure-sensitive adhesive tapes. A leading legal process outsourcing (LPO) provider serving law firms and corporate legal departments around the globe with locations in the United States, India, and Europe. A leader in providing e-commerce companies with security software, tools, and strategies for preventing online fraud and mitigating enterprisewide risks. Provides comprehensive information technology and business process services to hospitals, healthcare providers and other businesses. High-end supermarket chain. Private label food manufacturer servicing primarily the retail grocery and foodservice channels.
Significant capital investment from Calera Capital.
DEAL VALUE
ND
11/30/10
Tuthill Controls Group
Sale to private-equity firm Madison Capital Partners. Sale to Filtrona plc.
ND
11/19/10
Steratape
ND
11/18/10* Pangea3 (Sequoia Capital and The GlenRock Group) 11/10/10
Sale to Thomson Reuters Corporation.
ND
Accertify, Inc.
Sale to American Express Company.
$150.0
10/29/10* PHNS Inc.
Sale to The ConJoin Group and Actis Capital.
$250.0
10/29/10 10/28/10
Bristol Farms (a division of SUPERVALU Inc.) TreeHouse Foods, Inc.
Sale to private-equity firm Endeavour Capital. Acquisition of S.T. Specialty Foods, the leading North American manufacturer of private label and store branded, dry shelfstable dinners and side dishes and a portfolio company of Windjammer Capital Investors. Sale to TA Associates Ltd.
ND $180.0
10/28/10* Amann Girrbach AG
10/04/10 10/01/10
Huron Consulting Group Inc. Ankam, Inc.
A global leader in the development, design, manufacture, and service of technologically advanced, highly engineered dental laboratory equipment and consumables. Provides operational and financial consulting services in the United States. A global leader in multi-factor authentication, identity proofing and user verification technologies. U.S. maker of frozen desserts. Leading manufacturer of envelopes.
ND
Sale of its Disputes & Investigations practice to Grant Thornton LLP. Sale to Equifax, Inc.
ND ND
09/24/10* Keystone Bakery Holdings 09/07/10 National Envelope Corporation
Sale to Canada-based food distributor George Weston Limited. Sale of substantially all of the company's assets to NEV Holdings, LLC, an affiliate of private-equity firm The Gores Group, LLC, pursuant to 363 of the Bankruptcy Code. Sale of substantially all of the company's assets to Dougherty Funding LLC pursuant to 363 of the Bankruptcy Code.
$185.0 $213.7
09/01/10
KeyLime Cove (KLCG Property, LLC and Gurnee Property, LLC)
Operates an indoor waterpark and hotel resort in Gurnee, Illinois.
$65.0
25
Select William Blair & Company Transactions (contd)

Select William Blair & Company Transactions (contd) CLOSE DATE
09/01/10
BLAIR CLIENT
ACS division of Lawson Products, Inc.
CLIENT DESCRIPTION
Distributor of industrial fasteners. Provider of electronic prepaid payment processing services in Brazil.
Sale to Park-Ohio Holdings Corp. Sale to Euronet Worldwide, Inc., a global provider of electronic payment and transaction processing solutions for financial institutions, retailers, service providers, and individual consumers. Sale of the company to American Blue Ribbon Holdings, LLC., which owns, operates, and franchises restaurant concepts, including Village Inn and Bakers Square. Advised on the repurchase from Misys plc, currently the majority stockholder of Allscripts, approximately $577 million of Allscripts shares owned by Misys in conjunction with Allscripts acquisition of Eclipsys. Advised on the acquisition of Eclipsys, a leading provider of advanced integrated clinical, revenue cycle and performance management software, clinical content, and professional services. Sale to private-equity firm Thomas H. Lee Partners. Sale to Li & Fung Limited.
DEAL VALUE
$19.0 ND
08/31/10* ATIVI - Telecomnet, Inc. (Darby Overseas Investments, Ltd.)
08/30/10
Max&Ermas Restaurants
A leading regional casual-dining brand with 84 company-owned and franchised stores in Michigan, Ohio, Pennsylvania, and surrounding states.
$29.4
The company provides software, 08/24/10* Allscripts-Misys Healthcare Solutions, Inc. services, information, and connectivity solutions that enable healthcare providers to deliver patient safety.
$577.4
08/24/10
Allscripts-Misys The company provides software, Healthcare Solutions, Inc. services, information, and connectivity solutions that enable healthcare providers to deliver patient safety. Intermedix Corporation (Parthenon Capital Partners) Kenas Pacific Furniture Outsourced medical billing and technology services. Manufacturer of premium household furniture based on traditional world design. Cold chain logistics company offering storage and transportation services in China. A leading provider of premium quality private-label tampons in the private-label market, with more than 72% of the U.S. food, drug, and mass private-label tampon market. The global market leader in red-meat slaughtering systems.
$1,210.4
08/23/10
ND
08/20/10
ND
08/16/10* KangXinLogistics (subsidiary of Rich Products Corporation) 08/16/10 Rostam Ltd.
Sale to China Merchants Americold Logistics Company Limited. Sale to Albaad Massuot Yitzhak Ltd., one of the largest producers of wet wipes in the world, manufacturing wipes for baby, health, and personal care, as well as household cleaning uses. Sale to Barclays Private Equity.
ND
$65.0
08/13/10* Meat Processing Systems Holding B.V. (Steadfast Capital GmbH and Penguin Ventures) 07/31/10 SageQuest, Inc. 06/21/10 Netsmart Technologies, Inc.
ND
The company provides GPS fleet management and tracking services. Provides software as a service (SaaS), self-hosted software solutions, and project implementation services to more than 18,000 customer organizations in all 50 states. Provides online bill-payment solutions and unmatched service to more banks and credit unions than any other bill payment provider.
Sale to FleetMatics, a portfolio company of Investcorp Technology Partners. Sale to Genstar Capital, LLC, a privateequity firm with $3 billion of committed capital under management, targeting selected industries in the software, healthcare services, life sciences, financial services, and industrial technology sectors. Sale to Jack Henry & Associates, Inc., a leading provider of computer systems and ATM/debit card/ACH transaction processing services primarily for financial services organizations. ND
06/04/10
iPay Technologies, LLC (Spectrum Equity Investors, Bain Capital Ventures)
$300.0
26
Select William Blair & Company Transactions (cont'd)

Select William Blair & Company Transactions (cont'd) CLOSE DATE DEAL VALUE
$28.5
BLAIR CLIENT
CLIENT DESCRIPTION
Develops systems for image-guided radiation therapy of soft tissues using latest-generation, 3-D ultrasound technology. A leading software-as-a-service provider of intelligent, multichannel marketing automation solutions. BI-LO operates 207 supermarkets in South Carolina, North Carolina, Georgia, and Tennessee. A leading developer and manufacturer of diagnostic products for the point-of-care and clinical laboratory markets.
Sale to Elekta AB, a human care company pioneering significant innovations and clinical solutions for treating cancer and brain disorders. Sale of its intellectual property assets to Oracle Corporation. Served as the financial advisor in connection with its financial restructuring and emergence from protection under Chapter 11 of the U.S. Bankruptcy Code. Sale of its coagulation business to the Stago Group, a French manufacturer of medical diagnostic products and instrumentation for applications in the haemostasis and thrombosis fields. Acquisition of the International University of Monaco.
05/31/10* Resonant Medical Inc.
05/24/10
Market2Lead, Inc.
ND
05/13/10
BILO, LLC
$392.8
05/05/10* Trinity Biotech plc
$90.0
04/16/10* Career Education Corp.
04/09/10
SUPERVALU
The company operates schools, colleges, and universities that offer degrees, as well as diploma and certificate programs in various career oriented disciplines. One of the largest food retailers in the United States, operating more than 2,500 stores. One of the largest food retailers in the United States, operating more than 2,500 stores. The leading provider of Software-as-aService ("SaaS") revenue cycle management solutions that enable healthcare organizations to manage the entire contract revenue cycle. Manufactures and markets rodent control products, caring control products for pets and wildlife, natural solutions for home and garden, wild bird feeding products, and garden decor products. Leading manufacturer and distributor of specialty bakery products for food retailers. Extra-corporeal platform technology for use in devices to replace the function of various human organs.
ND
SaleofaportionofitsConnecticutShaws stores to Wakefern Food Company. SaleofaportionofitsConnecticutShaws stores to The Stop & Shop Supermarket Company, a division of Koninklijke Ahold NV. Sale of company to The Advisory Board Company, the leading provider of comprehensive performance improvement services to the health care and education sectors. Acquisition of Zareba Systems, Inc., which designs, manufactures, and markets electronic perimeter fence and access control systems. Sale of company to CSM nv, a global supplier of bakery products. Sale of company to Fresenius USA, Inc., a manufacturer and distributor of equipment and disposable products for the treatment of kidney failure by hemodialysis and peritoneal dialysis. Acquisition of publicly traded QuadraMed Corporation for all-cash consideration.
ND
04/09/10
SUPERVALU
ND
04/01/10* Concuity (Trintech Group plc)
$34.5
04/01/10
Woodstream Corp.
$23.1
03/19/10* Best Brands Corp. (Brantley Partners) 03/19/10 Xcorporeal, Inc.
$510.0
ND
03/18/10
Francisco Partners
03/18/10* Valor Computerized Systems, Ltd.
A leading global private-equity firm focused exclusively on investing in technology and technology-enabled service businesses. Israel-based Valor is a leading global provider of productivity improvement software solutions for the printed circuit board (PCB) manufacturing supply chain.
$126.0
Sale to Mentor Graphics Corporation, a leader in electronic hardware and software design solutions.
$82.0
27
Select William Blair & Company Transactions (contd)

Select William Blair & Company Transactions (contd) CLOSE DATE
03/10/10
BLAIR CLIENT
LECG Corporation
CLIENT DESCRIPTION
Provides global expert consulting services.
Advised on the acquisition of SMART Business Advisory & Consulting, LLC, a portfolio company of Great Hill Partners providing financial advisory and business consulting services. Sale to Thor Industries, Inc., theworlds largest manufacturer of recreation vehicles and a major builder of commercial buses. Sale to Emilia Development Ltd., based in Israel and a subsidiary of O. Feller Holdings Ltd.; Emilia holds equity positions in companies involved in infrastructure, commerce, logistics, and real estate. Sale to Quidel Corporation. Sale to Valero Renewable Fuels Co. Sale to Diamond Castle Partners, a private-equity fund with more than $1.85 billion under management. Recapitalization led by Gundersen Lutheran, a physician-led not-for profit healthcare system. Sale to Automatic Data Processing, Inc. (ADP), which offers a wide range of HR, payroll, tax, and benefits administration solutions. Sale to Lawson Software, a provider of software and service solutions.
DEAL VALUE
$70.0
03/02/10
SJC Industries Corp.
One of the largest N. American ambulance manufacturers, offering a full range of modular and van-type ambulances, and other specialty vehicles. Careline is the consumer products division of Perrigo and is Israelsleading personal care brand.
$24.1
02/26/10* Careline
$54.0
02/19/10 02/04/10 01/28/10
Diagnostic Hybrids, Inc. Renew Energy LLC
Develops, manufactures, and markets cellular and molecular diagnostic kits. Ethanol plant.
$130.0 $72.0 ND
Suture Express Holdings, Suture Express is the third-largest and Inc. (Code Hennessy & fastest-growing national specialty Simmons) distributor of operating room/critical-care products in the United States. Logistics Health (TA Associates) Logistics Health is a leading provider of healthcare and logistics services primarily to government clients. DO2 is a leading provider of software-asa-service (SaaS) procure-to-pay solutions. Healthvision is a leading provider of interoperability software and integration services focused exclusively on the healthcare IT market.
01/22/10
ND
01/20/10* DO2 Technologies
ND
01/11/10
Healthvision Solutions, Inc. (Battery Ventures)
$160.0
28
William Blair & Company Corporate Finance Contact List

William Blair & Company Corporate Finance Contact List Brent Gledhill Global Head of Corporate Finance +1.312.364.5475 bgledhill@williamblair.com Business Services
Scott Patterson Group Head +1.312.364.8821 spatterson@williamblair.com Brett Paschke +1.312.364.8657 bpaschke@williamblair.com Britt Trukenbrod +1.312.364.8840 btrukenbrod@williamblair.com Laura Van Peenan +1.312.364.8543 lvanpeenan@williamblair.com Jeff Burtelow +1.312.364.8651 jburtelow@williamblair.com Holly Fulp +1.312.364.8432 hfulp@williamblair.com
Mark Brady Global Head of M&A +1.312.364.8853 mbrady@williamblair.com
Brent Felitto Head of North America Corporate Finance +1.312.364.8013 bfelitto@williamblair.com
Matthew Gooch Head of European Banking +44 20 7868 4478 U.S. voicemail: +1.312.364.5425 mgooch@williamblair.com
Commercial & Industrial

Mark Brady Group Head +1.312.364.8853 mbrady@williamblair.com Kelley Drake Co-Head of Industrial +1.312.364.8936 kdrake@williamblair.com Samuel Tinaglia Co-Head of Industrial +1.312.364.8086 stinaglia@williamblair.com Paul Hindsley +1.312.364.8576 phindsley@williamblair.com Andrew Jessen +1.312.364.5390 ajessen@williamblair.com Brent Smith +1.312.364.5392 bsmith@williamblair.com Phil Reitz +1.312.364.8688 preitz@williamblair.com Elliot Farkas +1.312.364.8157 efarkas@williamblair.com Matthew Zimmer +1.312.364.8146 mzimmer@williamblair.com
Consumer & Retail

James Bertram Group Head +1.312.364.5426 jbertram@williamblair.com Timothy Carroll +1.312.364.8532 tcarroll@williamblair.com Paul Hindsley +1.312.364.8576 phindsley@williamblair.com Brent Smith +1.312.364.5392 bsmith@williamblair.com Chris Spahr +1.312.364.8118 cspahr@williamblair.com Adam Filkin +1.312.364.8077 afilkin@williamblair.com Vanessa Rollings +1.312.364.8718 vrollings@williamblair.com Michael Siska +1.312.364.5393 msiska@williamblair.com
Healthcare
Brent Felitto Group Head +1.312.364.8013 bfelitto@williamblair.com Shay Brokemond +1.312.364.8920 sbrokemond@williamblair.com John Kibler +1.312.364.8535 jkibler@williamblair.com Dewey Martinelli +1.312.364.8085 dmartinelli@williamblair.com Karl Palasz +1.312.364.8932 kpalasz@williamblair.com Brian Scullion, M.D. +1.312.364.8948 bscullion@williamblair.com Marina Bozilenko +1.617.235.7523 mbozilenko@williamblair.com Brian Doyle +1.312.364.5388 bdoyle@williamblair.com Dmitri Krasnik +1.312.364.8619 dkrasnik@williamblair.com Allison Pottinger +1.312.364.8910 apottinger@williamblair.com
Technology
Daniel Connolly +1.312.364.8544 dconnolly@williamblair.com Daniel Daul +1.312.364.8457 ddaul@williamblair.com Mark McNay +1.415.986.5596 mmcnay@williamblair.com Mark Watt +1.415.248.5910 mwatt@williamblair.com Andrew Arno +1.415.986.5905 aarno@williamblair.com Katan DSouza +1.312.364.8708 kdsouza@williamblair.com Scott Stevens +1.312.364.8337 sstevens@williamblair.com
Financial Services
Rob Metzger Group Head +1.312.364.8517 rmetzger@williamblair.com Daniel Daul +1.312.364.8457 ddaul@williamblair.com Michael Gebo +1.212.237.2718 mgebo@williamblair.com Phil Olson +1.312.364.8798 polson@williamblair.com James Young +1.312.364.8160 jyoung@williamblair.com
Special Situations & Restructuring

Geoffrey Richards Group Head +1.312.364.5436 grichards@williamblair.com Jeffrey Knopping +1.312.364.8601 jknopping@williamblair.com Phil Reitz +1.312.364.8688 preitz@williamblair.com
29
William Blair & Company Corporate Finance Contact List (contd)

William Blair & Company Corporate Finance Contact List (contd) Financial Sponsors
Brandon Lower Group Head +1.212.237.2716 blower@williamblair.com Jonathan Skinner +1.617.235.7522 jskinner@williamblair.com Patrick Prendergast +1.415.986.5907 pprendergast@williamblair.com Charles Watson +1.312.364.8997 cwatson@williamblair.com Stewart Licudi +44 20 7868 4512 slicudi@williamblair.com James Wildman +1.312.364.8076 jwildman@williamblair.com Anurag Sharma, MD +1.415.248.5912 asharma@williamblair.com
Private Capital
Kelly J. Martin Group Head +1.312.364.8832 kmartin@williamblair.com Kenton Brown +1.312.364.8952 kbrown@williamblair.com Michael Ward +1.312.364.8529 mward@williamblair.com Christine Kelly +1.312.364.8383 ckelly@williamblair.com Jeffrey Knopping +1.312.364.8601 jknopping@williamblair.com Jack P. Murphy +1.312.364.8826 jpmurphy@williamblair.com
Equity Capital Markets

Brett Paschke Group Head +1.312.364.8657 bpaschke@williamblair.com Mike Pitt +1.312.364.8988 mpitt@williamblair.com Jim Washburn +1.312.364.8693 jwashburn@williamblair.com Fred Johnson +1.312.364.8211 fjohnson@williamblair.com Patrick Prendergast +1.415.986.5907 pprendergast@williamblair.com Steve Maletzky +1.312.364.8258 smaletzky@williamblair.com
M&A Market Analysis

Steven M. Bernard, CFA Director of M&A Market Analysis +1.312.364.8221 sbernard@williamblair.com
Corporate & Executive Services

Michael Lee +1.312.364.5357 mlee@williamblair.com
Asia
Andrew Kaye Head of Asia +86 21 2327 2233 akaye@williamblair.com Henry Lu Head of China +86 21 6135 7288 hlu@williamblair.com Tongwei Wu +86 21 2327 2278 twu@williamblair.com
Latin America
Timothy Carroll +1.312.364.8532 tcarroll@williamblair.com
London
Matthew Gooch Head of European Banking +44 20 7868 4478 U.S. voicemail: +1.312.364.5425 mgooch@williamblair.com Stewart Licudi +44 20 7868 4512 slicudi@williamblair.com Gareth Down +44 20 7868 4475 gdown@williamblair.com Elizabeth Pickens +44 20 7868 4479 epickens@williamblair.com
30
William Blair & Company Corporate Industry Coverage

William Blair & Company Corporate Industry Coverage
INDUSTRY GROUPS
BUSINESS SERVICES
Management Outsourcing Consulting Distribution Education Services Facility & Commercial Services Services
COMMERCIAL & INDUSTRIAL

Technologies & Automation
CONSUMER & RETAIL
FINANCIAL SERVICES
HEALTHCARE
TECHNOLOGY
Accounts Receivable Building Products, Business Process
Government
HR Services Information Services Legal Services
Marketing and Advertising Services Parking Services Professional

Services Services
Route-Based Staffing & Search Transportation &

Logistics
Apparel Asset Management Branded Consumer Brokerage Products Commercial Finance Capital Goods Mfg. Cruise Lines and Consumer Finance Contract & Resorts Specialty Insurance Electronics Mfg. Discount Stores and Insurance Energy Drugstores Services Engineering & E-Commerce Trust Services Construction Fitness Clubs Environmental Food & Beverage Technology & Food Retailing Services Facility Management Gaming & Lodging & Services Hardgoods Industrial Distribution Home Furnishings Industrial Products Leisure Material Handling Power Sports Manufacturing Private Label Equipment Restaurants Metal Fabrication Specialty Retail Metal Production, Sporting Goods Processing & Toys & Games Distribution
Packaging
Aesthetics &
Dermatology
Animal Health Biotechnology Contract Research

Organizations Services
Application Software Barcode/Auto

Identification Telephony
Computer/ Digital Media E-Commerce

Infrastructure Components Manufacturing Services ERP Software Financial Technology HR Outsourcing IT Services Payroll Services Semiconductor Capital Equipment Software as a Service (SaaS) Telecom Equipment Telecom Services Transaction Processing
Dental Products &

& Services
Diagnostic Products Electronic Healthcare

Distribution
Electronics
Paper, Plastic & Printing and Imaging Process Controls &

Technology Filtration
Healthcare IT Healthcare Services Imaging Technology & Services IT-Enabled Services Medical Devices Payer IT Services Pharmaceutical Outsourcing Pharmaceuticals Revenue Cycle Management
Pumps, Valves & Safety Products &

Services
Test, Measurement &

Metering Water
Water & Waste
OFFICES
Chicago
Brent Gledhill +1.312.364.5475 bgledhill@williamblair.com
London
Matt Gooch +44.20.7868.4478 U.S. voicemail: 312.364.5425 mgooch@williamblair.com
Shanghai
Henry Lu +86.216.1357288 hlu@williamblair.com
New York
Brandon Lower +1.212.237.2716 blower@williamblair.com
Boston
Jonathan Skinner +1.617.235.7522 jskinner@williamblair.com
San Francisco
Mark McNay +1.415.986.5596 mmcnay@williamblair.com
31
Notes
Notes
32
Disclosures
Disclosures
THIS IS NOT IN ANY SENSE A SOLICITATION OR OFFER OF THE PURCHASE OR SALE OF SECURITIES. THE FACTUAL STATEMENTS HEREIN HAVE BEEN TAKEN FROM SOURCES WE BELIEVE TO BE RELIABLE, BUT SUCH STATEMENTS ARE MADE WITHOUT ANY REPRESENTATION AS TO ACCURACY OR COMPLETENESS OR OTHERWISE. OPINIONS EXPRESSED ARE OUR OWN UNLESS OTHERWISE STATED. PRICES SHOWN ARE APPROXIMATE. THIS MATERIAL HAS BEEN APPROVED FOR DISTRIBUTION IN THE UNITED KINGDOM BY WILLIAM BLAIR INTERNATIONAL, LIMITED, REGULATED BY THE FINANCIAL SERVICES AUTHORITY (FSA), AND IS DIRECTED ONLY AT, AND IS ONLY MADE AVAILABLE TO, PERSONS FALLING WITHIN COB 3.5 AND 3.6 OF THE FSA HANDBOOK (BEING ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS). THIS DOCUMENT IS NOT TO BE DISTRIBUTED OR PASSED ON TO ANY RETAIL CLIENTS. NO PERSONS OTHER THAN PERSONS TO WHOM THIS DOCUMENT IS DIRECTED SHOULD RELY ON IT OR ITS CONTENTS OR USE IT AS THE BASIS TO MAKE AN INVESTMENT DECISION. WILLIAMBLAIR&COMPANYAND ARE REGISTERED TRADEMARKS OF WILLIAM BLAIR & COMPANY, L.L.C. Copyright 2011, William Blair & Company, L.L.C.
February 28, 2010 33
Headquarters 222 West Adams Street Chicago, IL 60606 +1.312.236.1600 www.williamblair.com Two International Place Suite 1700 Boston, MA 02110 +1.617.235.7500 8888 Keystone Crossing Suite 1300 Indianapolis, IN 46240 +1.317.575.4051
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Stockerstrasse 46 8002 Zurich Switzerland +41 44 287 9020 Unit 16-18, 11th Floor Building One, Corporate Avenue No.222 Hubin Road Shanghai 200021, P.R.C. +86 21 2327 2222
William Blair & Company, L.L.C. is a global investment firm offering investment banking, asset management, equity research, institutional and private brokerage, and private capital to individual, institutional, and issuing clients. Since 1935, we have been committed to helping clients achieve their financial objectives. As an independent, employee-owned firm, our philosophy is to serve our clients interests first and foremost. We place a high value on the enduring nature of our client relationships, the quality of our products and services, and the continuity and integrity of our people. For more information, please visit www.williamblair.com.

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Merger Tracker Monthly February 2011

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February 2011

Steven M. Bernard, CFA Director of M&A Market Analysis sbernard@williamblair.com +1.312.364.8221

GLOBAL M&A HIGHLIGHTS

U.S. M&A HIGHLIGHTS

EUROPEAN M&A HIGHLIGHTS

Global M&A Activity Detail

$2,641,023 $1,934,896 $2,568,241

Global Activity (cont'd)

Global Middle-Market M&A Activity Detail

Global Activity (cont'd)

Global M&A Activity

Deal Value ($ in billions) $4,500 $4,000 $3,500

Number of Deals >$750M Middle Market Undisclosed Deal Value

2000 644 15,900 14,258 $3,033

2001 340 13,029 13,301 $1,573

2002 296 12,428 12,223 $1,240

2003 293 11,958 10,585 $1,357

2004 439 13,805 11,739 $1,944

2005 579 16,890 13,639 $2,758

2006 798 19,114 16,648 $3,628

2007 1,022 22,058 19,403 $4,256

2008 595 21,864 18,806 $2,682

2009 381 18,531 17,504 $1,917

2010 633 20,927 19,027 $2,547

2010 YTD 27 1,468 1,804 $194

2011 YTD 47 1,431 1,581 $215

U.S. M&A Activity

U.S. M&A Activity Detail

U.S. M&A Activity (cont'd)

U.S. M&A Activity

Number of Deals 15,000 12,717 10,082 10,000 8,927 8,776

Deal Value ($ in billions) $2,400

Number of Deals >$750M

2001 190 4,626 5,266 $871

2002 128 4,007 4,792 $567

2003 146 4,231 4,399 $687

2004 233 4,521 5,151 $992

2005 281 4,459 5,319 $1,298

2006 361 4,535 7,473 $1,645

2007 462 4,514 8,298 $1,753

2008 229 4,742 6,433 $1,086

2009 154 4,103 5,014 $879

2010 297 6,038 6,011 $1,098

2010 YTD 13 435 629 $62

2011 YTD 24 388 592 $124

Middle Market 6,781 Undisclosed 5,661 Deal Value $1,609

U.S. Middle-Market M&A Activity

Number of Deals 7,000 6,781

Deal Value ($ in billions) $600

Number of Deals $250-750M $50-250M <$50M Deal Value

2000 512 1,580 4,689 $462

2001 296 1,010 3,320 $279

2002 289 889 2,829 $258

2003 314 1,065 2,852 $291

2004 403 1,217 2,901 $351

2005 424 1,268 2,767 $364

2006 534 1,293 2,708 $419

2007 624 1,331 2,559 $465

2008 420 1,196 3,126 $356

2009 263 783 3,057 $235

2010 452 1,087 4,499 $360

2010 YTD 25 83 327 $22

2011 YTD 31 82 275 $27