VENUE ® Market Spotlight
MEGADEALS
November 2015 Edition
. CONTENTS
Welcome 3
Foreword 4
Survey 5
2015 BN Deals in the room
About RR Donnelley
VENUE® Market Spotlight: Megadeals
9
10
. WELCOME
Dear Valued Reader,
Welcome to the November 2015 edition of the Venue Market Spotlight. This month, we take
a closer look at the future for deals so big that they dominate the mainstream and business news.
The story of M&A in 2015 has been driven by the huge increase in spending, despite the fall
in deal numbers. Indeed, while global M&A volume fell in the first three quarters of 2015 by 4%
year-on-year, deal value increased from US$2.4tn to US$2.9tn over the same period.
Much of this was due to the increase in megadeals – those valued at over US$10bn. So far in
2015, there have been 57 deals over that figure.
By comparison, there were only 35 US$10bnplus deals in the entirety of 2014.
A combination of cheap debt, anemic organic growth and shareholder pressure have helped
to foster this boom in gigantic deals. Yet, the huge sums being spent raised doubts as to whether
these deals are sustainable going forward. Respondents to this month Spotlight, however, are
confident that the next year will continue to bring deals that dominate the front pages as well
as the financials.
This year’s M&A environment, while high-valued, has shown just how complicated it can
be to successfully take a deal from start to finish.
This has become even truer with the rise
in megadeals, making the stakes in closing deals even higher and even more important
to securely streamline the entire deal process. At RR Donnelley we not only see more deals
to fruition than any other financial services provider, but last year our Venue virtual data
room managed the largest M&A transaction of 2014.
As always, please enjoy this month’s Spotlight.
Best,
Tom Juhase
President, Financial Services Group
3
. FOREWORD
Deals valued above US$10bn have dominated the M&A landscape in
2015, and are providing deal-makers with confidence of where the industry
stands. To illustrate, the top five deals so far in 2015 have a combined value
of almost US$400bn. For the whole of 2014, that figure was US$291bn.
What has driven this increase in megadeal activity? As our respondents in this month’s
Spotlight illustrate, there are many. Almost half agree that low financing costs are one
of the top two drivers of megadeals (deals valued over US$10bn).
Yet at the same
time, 44% believe that tax/operational efficiencies are also one of the main reasons.
On top of this, just over one third each think that both shareholder pressure and the
search for inorganic growth will further the impetus to deal.
Not only are the drivers varied, but the increased activity of megadeals looks set
to continue. Nearly 90% of respondents feel that the number of megadeals will
increase in the next 12 months, with just under half of those expecting the increase
to be significant.
Other key findings include:
• Over half of respondents (56%) each expect the energy, mining and utilities and
TMT sectors to receive the most attention when it comes to megadeals. Energy
companies will look to deals as low commodity prices hit balance sheets, while
deals in the tech sector will continue to rise as the industry booms.
• Rising interest rates and regulatory hurdles were considered the joint-most likely
factors to curb megadeals in the next 12 months.
A rate hike could spell the
end for cheaper debt used by companies to acquire, while regulatory hurdles
already curtailed many tax inversion deals attempted in the past year.
• Sixty-eight percent of respondents believe that Asia will see the most megadeals
in the next year. This was closely followed by North America, with 64%.
As competition for assets increases, so will the prices of the most prized possessions
– continuing a circle of rising valuations and bigger, bolder deals. Our respondents
see this happening still even at the top echelons of M&A.
Deal-makers, it seems, can
look forward to a busy and profitable year to come.
VENUE® Market Spotlight: Megadeals
Rising interest rates and
regulatory hurdles were
considered the jointmost likely factors to
curb megadeals in the
next 12 months.
. SURVEY
What do you think will happen to the number of deals valued
above US$10bn in the coming 12 months?
4%
Decrease somewhat
8%
Remain the same
Increase somewhat
40%
What have been the main drivers of deals with values of over
US$10bn? (select top two)
Low ï¬nancing costs
48%
Tax/operational
efï¬ciencies
44%
48%
Search for growth
inorganically
36%
Shareholder pressure
to use excess capital
Increase significantly
36%
Consolidation
28%
Other
8%
0%
Nearly 90% of respondents believe that the number of deals
valued at above US$10bn will rise in the next year, with nearly
half of these thinking the rise will be significant. Eight percent
believe the level will remain constant, while just 4% feel the
level of megadeals will drop.
With economies recovering, some respondents feel that the
time is right for M&A as companies can buy assets as they are
on the up. “I think it will increase in the next year, ever since
the beginning of the year the amount of investments of this size
has been increasing. We feel it will continue,” says one head
of corporate development.
“The market conditions are ideal
as countries and economies are recovering and the price of
company assets within these economies is quite low.”
MAJORITY OF RESPONDENTS EXPECT
THE NUMBER OF MEGADEALS TO RISE
OVER THE NEXT YEAR
10%
20%
30%
40%
50%
60%
Respondents cited a variety of reasons why megadeals would
rise in the next year. Chief among them was low financing
costs (48%), brought on by a prolonged interest rate slump.
Tax and operational efficiencies was chosen by 44% of
respondents as the second greatest driver, while inorganic
growth search and shareholder pressure tied for third (36%).
The sharp increase in ease of financing has certainly put bigger
deals back on the agenda, according to a M&A director at a
corporate: “In the past few years financing deals would prove
to be very expensive with costs being very high. Companies
would need to come up with some of their own funds to be
able to finance the deal.
This at times could be very hard to do
because they may not have that much reserves,” he says. “But
with interest costs being low nowadays and banks looking for
investment options this path has become much more viable.”
Creating synergies in operations was also cited as a driver.
“It is imperative to realize operational efficiencies in this
competitive business environment, and businesses are doing
so by acquiring their competitors or slightly smaller players in
their industry and restructuring business activity to gain higher
efficiencies,” says a partner at a private equity firm. In one recent
megadeal, AB InBev’s US$120bn takeover of SABMiller, AB
InBev directors said after the announcement that the “combined
group will be able to achieve incremental recurring run rate
pre-tax cost synergies of at least US$1.4bn per annum.”
5
.
SURVEY (CONTINUED)
Which sectors will see the most deals with a value of over
US$10bn in the coming year? (select top two)
Energy, mining
& utilities
56%
TMT
56%
Pharma, medical
and biotech
36%
What event(s) do you think are most likely to reduce/hinder
deals valued at over US$10bn over the next 12 months?
(select up to two)
Rise in
interest rates
48%
Regulatory
interference
48%
Stock market fall
Consumer
44%
Sustained economic
recovery
44%
32%
Industrials &
chemicals
16%
Financial services
Closure of leveraged
debt markets
4%
0%
10%
20%
30%
40%
50%
60%
Energy, mining and utilities as well as TMT companies are
expected to see the most deals above US$10bn over the coming
year, according to 56% of respondents each. Big pharma
deals were expected to drive the megadeal market by 36%
of respondents, while 32% suggested the consumer sector will
see many deals of this magnitude.
Energy and TMT reflect sectors doing big deals for different
reasons. On the one hand, energy companies are under pressure
to shore up bottom lines after a heavy fall in commodity prices.
“The energy industry is in a slump right now and the price
fluctuations have impacted value greatly. It has also added
onto pressure in managing operations which makes businesses
in this sector a good target,” says a strategy director at an
investment bank.
Conversely, the rise of technology has seen investors and
companies scramble to get a hold of the next big thing.
“Technology has been a major driver of growth in many
economies — right from mobile phones to drones to different
types of evolution of technology in different areas,” says a
private equity partner.
“As technology improves so will the
demand for these companies. Just looking at companies such
as Google and Tesla, we can understand the way these sectors
are moving forward and show great potential in the future.”
VENUE® Market Spotlight: Megadeals
16%
0%
10%
20%
30%
40%
50%
60%
With cheap debt one of the main factors behind megadeals,
it is not surprising that a rise in interest rates is considered
one of the key things that would hinder their activity. Interest
rate rises was chosen by 48% of respondents, the same
percentage who chose regulatory interference.
Close behind
was a fall in the stock markets and a sustained economic
recovery (44% each).
“A rise in interest rates is a crucial factor that would hinder
deals valued over US$10bn as businesses may not have that
amount of capital to freely invest. They would to some degree
depend on debt offering parties to finance the deal,” explains
the strategy director at an investment bank.
Crackdowns from government can also stem big-deal activity.
“Changes in the regulations can cause the deal to change
directions, leading it to be unsuccessful due to the lack of
approvals from the governing bodies and also political
interferences that slow down the deal performance,” says the
managing director of an investment bank. “Businesses do not
want to take such risks and therefore will not indulge in any
deals if there is regulatory interference.”
.
In which geographies do you expect to see the highest number
of deals over US$10bn in the coming year? (select up to two)
Asia
What do you think will happen to the number of private equity
(PE) deals valued above US$10bn in the coming 12 months?
8%
68%
4%
Decrease significantly
Decrease somewhat
North America
64%
Europe
32%
Remain the same
Increase somewhat
Increase significantly
40%
40%
Latin America
16%
Africa
12%
0%
16%
10% 20% 30% 40% 50% 60% 70%
Interestingly, the highest percentage of respondents (68%)
expected Asia to have the highest number of megadeals, just
ahead of North America (64%). Europe was chosen by 40%
of respondents, while Latin America (16%) and Africa (12%)
were way down.
Many respondents feel that Asia’s potential is opening it up
to more super-sized deals. “Asia is one geography we see
the highest number of deals happening with its urbanization,
population size, economic and income growth. There is the
evolution of financial markets within the region and adoption
of technology leading to further innovation and productivity,”
says a director of strategy and corporate development.
Elsewhere, North America’s already-set business precedents
and rising economy will also continue to attract big money
for deals.
“The high levels of growth in the North American
region is attracting more investments and the availability of
suitable targets combined with the openness to invest will
drive the activity in this region. The valuations in this region
are already high, but investors do not mind acquiring targets
in this region as they understand the potential it can gain in
the near future. Local financing is also available and this is
attracting strategic businesses,” says the managing director
of an investment bank.
Respondents are divided on what will happen with private
equity (PE) and megadeals in 2016.
While 40% believe it will
increase over the coming year, 32% think that activity will
actually fall to a certain degree.
Those who feel that major PE deals will increase believe the fact
that sponsors have the capital ready to deploy will compel
them to do so. “With large amounts of equity capital available,
PE firms are looking for new avenues to invest,” says one
corporate director of strategy. “They cannot invest solely with
debt they need to have some amount of equity capital to be able
to invest and with these reserves paired with the fact that interest
rates are low, this will drive a large number of PE deals in the
coming 12 months.”
By contrast, respondents who felt that PE activity could
decrease pointed out increased competition from corporates
is driving prices up.
“PE deals will decrease slightly mainly due
to the competition they are facing from the strategic investors.
They are unable to meet the corporate offers in terms of exit
strategies and the high level of investments required. Therefore
they are unlikely to invest in deals over US$10bn,” says the
managing director of an investment bank.
7
. 9
. 2015 BN Deals in the room
Venue® data room: A special report
Incipio Technologies
acquires Incase Designs
September 16, 2015
$4.2 BN
Industry: Computer: Hardware;
Consumer: Other; Consumer:
Retail; Telecommunications:
Hardware
Hexagon acquires
EcoSys Management
September 10, 2015
$6.5 BN
Financial Advisor for Target:
Aeris Partners
Industry: Computer software
Schlumberger Limited
acquires Cameron
International Corporation
August 26, 2015
$13.8 BN
Financial Advisor for Target: Credit Suisse
Counsel for Target: Alston & Bird LLP;
Cravath, Swaine & Moore LLP
Financial Advisor for Buyer: Goldman Sachs
Counsel for Buyer: Baker Botts LLP; Gibson
Dunn & Crutcher LLP; Skadden Arps Slate
Meagher & Flom LLP
Industry: Energy; Industrial automation;
Industrial products and services
Berry Plastics Group, Inc. has
agreed to acquire AVINTIV Inc.
from Blackstone Group L.P.
July 31, 2015
$2.5 BN
Financial Advisor for Buyer: Barclays;
Credit Suisse
Counsel for Buyer: Bryan Cave LLP
Financial Advisor for Seller: Bank of
America Merrill Lynch; Citi
Counsel for Seller: Simpson Thacher &
Bartlett LLP
Industry: Automotive; Manufacturing
(other); Medical; Services (other); Telecommunications: Hardware
Avago Technologies Ltd to
acquire Broadcom Corporation
May 28, 2015
$34.9 BN
H.J. Heinz Company merges
with Kraft Foods Group, Inc.
July 2, 2015
$54.5 BN
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
NXP Semiconductors N.V.
acquires
Freescale Semiconductor Inc.
March 2, 2015
$15.9 BN
Financial Advisor for Target: Evercore Partners
Inc; JP Morgan
Financial Advisor for Target: Morgan Stanley
Counsel for Target: Davis Polk & Wardwell LLP; Paul
Weiss Rifkind Wharton & Garrison LLP; Skadden Arps
Slate Meagher & Flom LLP; Sullivan & Cromwell LLP;
WongPartnership LLP
Counsel for Target: Houthoff Buruma; Skadden Arps
Slate Meagher & Flom LLP; Wilson Sonsini Goodrich
& Rosati P.C.
Financial Advisor for Buyer: Bank of America Merrill
Lynch; Barclays; Citi; Credit Suisse; Deutsche Bank AG
Counsel for Buyer: Latham & Watkins LLP; Simpson
Thacher & Bartlett LLP
Industry: Computer: Semiconductors; Computer
software; Telecommunications: Hardware
For more information:
Please contact your
RR Donnelley Sales Rep.
Call 1.888.773.8379
Financial Advisor for Buyer: Credit Suisse
Counsel for Buyer: Davis Polk & Wardwell LLP; De
Brauw Blackstone Westbroek; Simpson Thacher &
Bartlett LLP; White & Case LLP
Debt Provider (Other) for Buyer: Credit Suisse
Industry: Computer: Semiconductors; Telecommunications: Carriers
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.
Verizon acquires AOL
June 23, 2015
$4.4 BN
Financial Advisor for Target: Allen &
Company LLC
Counsel for Target: Wachtell, Lipton,
Rosen & Katz; White & Case LLP
Financial Advisor for Buyer:
Guggenheim Partners, LLC; LionTree
Advisors, LLC
Counsel for Buyer: Weil Gotshal &
Manges LLP
Industry: Internet/ecommerce
Axis Capital and
PartnerRe merge
January 26, 2015
$5.3 BN
Financial Advisor for Target: Credit Suisse
Counsel for Target: Appleby; Davis Polk &
Wardwell LLP; Skadden Arps Slate Meagher
& Flom LLP
Financial Advisor for Buyer: Goldman Sachs
Counsel for Buyer: Conyers Dill & Pearman;
Simpson Thacher & Bartlett LLP
Industry: Financial Services; Insurance
related
Deals. Done.
Simple.
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Copyright © 2015 RR Donnelley® and RRD are
trademarks of R.R. Donnelley & Sons Company.
All rights reserved.
. 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
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We bring extensive experience to providing integrated communications services.
us directly.
Sr.
D
255
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Da
VENUE® Market Spotlight: Megadeals
Manufacturing
locations
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About Venue
Nearly 125
Issued and
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Nearly $2
billion
Capital
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the past six years
.
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11
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VENUE® Market Spotlight: Megadeals
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