2011 HL Transaction Termination Fee Study APedits · Houlihan Lokey’s 2011 Transaction Termination Fee Study ... a percentage of transaction value for deals announced in 2011

MERGERS & ACQUISITIONS

2011 Transaction Termination Fee Study

MERGERS & ACQUISITIONSCAPITAL MARKETSFINANCIAL RESTRUCTURINGFINANCIAL ADVISORY SERVICES

HL.com

June 2012

Table of Contents2011 Transaction Termination Fee

Study

Page

2011 Transaction Termination Fee Study Summary 2

2011 Transaction Termination Fee Detail 25

2011 Reverse Transaction Termination Fee Detail 35

About Houlihan Lokey 40

Disclaimer 42

1

2011 Transaction Termination Fee Study Summary

Introduction2011 Transaction Termination Fee Study Summary

Houlihan Lokey’s 2011 Transaction Termination Fee Study (2011 Study) employs search and screeningcriteria similar to those used in previous studies. We applied these criteria to the universe of announcedtransactions in 2008, 2009, 2010 and 2011 to provide a basis for comparison. In the past, our studiesf d t i ti f l l t f “t ti l ” (i th t t l l ffocused on termination fees solely as a percentage of “transaction value” (i.e., the total value ofconsideration paid by an acquirer, excluding fees and expenses). For the most part, transaction value isgenerally tantamount to “equity value.” We have also analyzed termination fee as a percentage of targetenterprise value to reflect the judicial recognition of “enterprise value” as a benchmark for assessingacceptable termination fee levels in certain cases. Enterprise value is defined as the number of sharesoutstanding multiplied by the per share offer price, plus the cost to acquire convertible securities, debt and

f d i d i h d k bl i ipreferred equity, and minus cash and marketable securities.

We conducted our search using data from Thomson Reuters and applied the following screening criteria:

Target company is a U.S. public company.

Transaction announcement date is between January 1, 2011 and December 31, 2011.

Transaction value is greater than $50 million.

Transaction type, as classified by Thomson Reuters, comprises

acquisitions of full, majority or remaining interest;

leveraged buyouts; and

tender offers (bankruptcy, divestiture and spin-off transactions are excluded).

Deal status is completed, pending or withdrawn.

Target termination fee is disclosed.

For the 2011 Study, 166 transactions met these criteria. We have analyzed these transactions in terms ofboth transaction and enterprise values.

3

Transaction Termination Fees2011 Transaction Termination Fee Study Summary

Given the time and expense involved in negotiating and structuring a proposed transaction, acquirers arecontinuously looking for creative ways to deter competing bids before the consummation of a transaction.Protective devices used by acquirers are heavily negotiated and may include termination fees, “lockup”y q y g y , pagreements and “no-shop” provisions. Conversely, in seeking to maximize stockholder value, boards ofdirectors of target companies try to obligate the acquirer to consummate the agreed-upon transactionwhile maintaining the flexibility to seek and accept a superior offer for the target.

Termination, or breakup, fees are probably the most common type of lockup device and are typicallypayable by the target to the acquirer to compensate the acquirer if the transaction fails to close becausepayable by the target to the acquirer to compensate the acquirer if the transaction fails to close because,among other things:

The target board elects to terminate the acquisition agreement in order to accept a competing offer;

The target board changes its recommendation and the acquirer elects to terminate the merger agreementrather than proceed with the stockholder vote; or

The original bid fails for some other specified reason, such as being voted down by the stockholders,after a competing proposal has been announced and is agreed to or closed within a specified period(typically six to 12 months).

Properly crafted, a termination fee provision can facilitate the sale of a company by ensuring that thebidder will receive a material “consolation prize” to defray its investment—in time, out-of-pocket expenseand opportunity cost—if the transaction is not consummated. On the other hand, termination fees protectthe acquirer by effectively increasing the price that a third-party bidder will need to pay in order toconsummate a competing transaction.

4

Enterprise and Transaction Values2011 Transaction Termination Fee Study Summary

Of the 166 transactions reviewed in 2011, the mean transaction value equaled approximately $2.2 billion, a 68.3% increase fromthe 2010 mean transaction value of $1.3 billion. The mean enterprise value equaled approximately $2.9 billion, up 79.5% fromthe 2010 mean enterprise value of $1 6 billionthe 2010 mean enterprise value of $1.6 billion.

The median transaction value in 2011 equaled $571.4 million, a 36.2% increase from the 2010 median transaction value of$419.6 million. The median enterprise value equaled $673.5 million, which was 41.6% higher than the 2010 median enterprisevalue of $475.5 million.

Enterprise and Transaction Value Annual Summary($ in millions)

Transaction Value Enterprise Value(1)

2011 2010 2009 2008 2011 2010 2009 2008

$ $ $ $ $ $ $ $Mean $2,238.0 $1,329.7 $2,746.6 $1,852.8 $2,865.5 $1,596.2 $3,216.8 $2,287.9

Median $571.4 $419.6 $300.0 $263.0 $673.5 $475.5 $360.4 $355.4

No. of Transactions

166 184 99 146 153 159 95 129

Source: Thomson Reuters.(1) Excludes banks and other financial institutions due to lack of reliable data.

5

Transaction Termination Fees - Transaction Value2011 Transaction Termination Fee Study Summary

In the 2011 Study, termination fees as a percentage of transaction value ranged from 1.1% to 7.7%, with amean of 3.3% and a median of 3.2%.

The 1 1% termination fee was observed in the $208 million acquisition of Express 1 Expedited The 1.1% termination fee was observed in the $208 million acquisition of Express-1 ExpeditedSolutions by an investor group led by Jacobs Private Equity LLC.

The 7.7% termination fee was observed in Kirby Corp.’s $156 million acquisition of K-SeaTransportation Partners L.P.

The median termination fees as a percentage of transaction value for deals announced in 2011 fell slightlyThe median termination fees as a percentage of transaction value for deals announced in 2011 fell slightlycompared to 2010 levels.

Transaction Termination Fees as a Percentage of

Transaction ValueTransaction Value

2011 2010 2009 2008

Mean 3.3% 3.5% 3.5% 3.4%

Median 3.2% 3.3% 3.4% 3.3%

Source: Thomson Reuters.

6

Transaction Termination Fees - Transaction Value (cont.)2011 Transaction Termination Fee Study Summary

The distribution of termination fees as a percentage of transaction value generally resembles a classic bellcurve, with most results clustered around the observed mean (3.3%) and median (3.2%).

35.0%

Distribution of Termination Fee Percentages

20.0%

25.0%

30.0%

tal T

rans

actio

ns

2008

2009

5 0%

10.0%

15.0%

erce

ntag

e of

Tot

2009

2010

2011

0.0%

5.0%

< 1.0% 1.0%-2.0%

2.0%-2.5%

2.5%-3.0%

3.0%-3.5%

3.5%-4.0%

4.0%-5.0%

> 5.0%

Pe

Termination Fee as a Percentage of Transaction Value

7


Transaction Termination Fees - Enterprise Value2011 Transaction Termination Fee Study Summary

Termination fees as a percentage of enterprise value were analyzed for deals announced from 2008 through 2011. Due to theinclusion of debt, the enterprise value (the denominator in the fee percentage calculation) is typically greater than transaction

l A di l h b d di i i f b d i l f 3 2% d 3 1% i 2009 d 2011value. Accordingly, the observed median termination fees based on enterprise value of 3.2% and 3.1% in 2009 and 2011,respectively, are slightly lower than that observed (3.4% in 2009 and 3.2% in 2011) using transaction values. In 2008 and 2010,the median termination fees as a percentage of enterprise value were equivalent to the observed median using transaction values.

Transaction Termination Fees as a Percentage of

Enterprise Value (1)

2011 2010 2009 2008

Mean 3 2% 3 4% 3 6% 3 8%

Source: Thomson Reuters.(1) Excludes banks and other financial institutions due to lack of reliable data.

Mean 3.2% 3.4% 3.6% 3.8%

Median 3.1% 3.3% 3.2% 3.3%

8

Transaction Termination Fees - Enterprise Value (cont.)2011 Transaction Termination Fee Study Summary

The distribution of termination fees as a percentage of enterprise value appears to be slightly weightedtoward fees (as a percentage of enterprise value) at and above the mean (3.2%) and median (3.1%).

25.0%on

s

Distribution of Termination Fee Percentages

15.0%

20.0%

Tot

al T

rans

acti

o

2008

2009

2010

0 0%

5.0%

10.0%

Perc

enta

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f T 2011

0.0%< 1.0% 1.0%-

2.0%2.0%-2.5%

2.5%-3.0%

3.0%-3.5%

3.5%-4.0%

4.0%-5.0%

> 5.0%

Termination Fee as a Percentage of Enterprise Value

9


Transaction Termination Fees – Semi-Annual Summary2011 Transaction Termination Fee Study Summary

The number of transactions announced decreased dramatically in the second half of 2011. The median sizeof transactions throughout 2011 remained below the median transaction and enterprise values observed in2007 ($790.6 million and $1.1 billion, respectively), but continued to exceed the values observed during2007 ($790.6 million and $1.1 billion, respectively), but continued to exceed the values observed duringthe recession.

In dollar terms, the median termination fee increased from $17.5 million in the first half of 2011 to $24.9million in the second half of 2011, reflecting an increase in the size of observed deals (e.g., mediantransaction value increased from $497.9 million to $761.8 million). The median termination fee decreasedli h l f i l b i d li h l f i l islightly as a percentage of transaction value, but increased slightly as a percentage of enterprise value in

the second half of 2011.

2011 Termination Fee Summary($ in millions)

First Half of 2011 Second Half of 2011First Half of 2011 Second Half of 2011

No. of Transactions 103 63

Median Transaction Value $497.9 $761.8

Median Enterprise Value (1) $647.0 $706.0

Median Termination Fee $17.5 $24.9

Median Fee as a Percentage of Transaction Value 3.3% 3.1%

Median Fee as a Percentage of Enterprise Value (1) 3.0% 3.1%


10

(1) Excludes banks and other financial institutions due to lack of reliable data.

Termination Fees by Transaction Size - Transaction Value


In the 2011 Study, 64 deals had transaction values greater than $1 billion, compared with 54 in 2010. These billion-dollartransactions accounted for 38.6% of the sample in 2011, compared to 29.3% in 2010, 26.3% in 2009 and 28.8% in 2008. Forthese deals, the median termination fee as a percentage of transaction value increased from 3.0% in 2010 to 3.1% in 2011., p g

The highest termination fee among the transactions in 2011 was observed in Duke Energy Corp.’s $13.6 billion acquisition ofProgress Energy Inc. (termination fee of $675 million, or 5.0% of transaction value).

Termination Fees by Transaction Size - Transaction Value($ in millions)

No. of Transactions

MedianTransaction Value

MedianTermination Fee

Median Termination Fee as a Percentage of

Transaction Value (1)

Transaction Size 2011 2010 2011 2010 2011 2010 2011 2010Transaction Size 2011 2010 2011 2010 2011 2010 2011 2010

$50 million to $250 million 45 69 $131.4 $130.2 $4.4 $4.3 3.5% 3.7%


$500 million to $1 billion 25 28 $656.9 $717.2 $20.0 $23.9 3.3% 3.4%

More than $1 billion 64 54 $3,410.9 $2,315.1 $113.8 $69.5 3.1% 3.0%

All 166 184 $571.4 $419.6 $19.3 $12.8 3.2% 3.3%

Source: Thomson Reuters.(1) Based on median of all calculated termination fees as a percentage of deal value, not calculation of observed median of deal value and termination fee.

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Termination Fees by Transaction Size - Distribution of Termination Fees


In dollar terms, termination fees tend to be heavily weighted toward the lower end of the distributioncurve. This was less pronounced in 2011 because the median transaction value continued to increase from$263 million in 2008 to $571.4 million in 2011.

Approximately 33.1% of the deals sampled in the 2011 Study had termination fees of less than $10million, compared with 41.3% in 2010, 48.0% in 2009 and 51.4% in 2008.

Distribution of Termination Fees

30%

35%

40%

sact

ions

15%

20%

25%

e of

Tot

al T

rans

2008

2009

2010

2011

0%

5%

10%

< $5 $5-$10 $10-$20 $20-$50 $50-$100 $100-$500 > $500

Perc

enta

g 2011

Termination Fee ($ millions)

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Termination Fees by Transaction Size - Enterprise Value


In the 2011 Study, 66 deals had enterprise values greater than $1 billion compared with only 55 deals in 2010. These billion-dollartransactions accounted for approximately 43.1% of the sample in 2011, compared to 34.6% in 2010, 30.5% in 2009 and 34.1%in 2008. Within this segment of the sample, the median termination fee was 2.7% of enterprise value, down from 2.8% in 2010.in 2008. Within this segment of the sample, the median termination fee was 2.7% of enterprise value, down from 2.8% in 2010.

Termination fees as a percentage of enterprise value are inversely correlated to deal size.

Termination Fees by Enterprise Value(1)Termination Fees by Enterprise Value(1)

($ in millions)

No. of Transactions

MedianEnterprise Value

MedianTermination Fee


Enterprise Value(2)

Deal Size (Enterprise Value) 2011 2010 2011 2010 2011 2010 2011 2010

Less than $250 million 34 51 $137.5 $109.0 $4.0 $4.2 3.7% 4.0%


$500 million to $1 billion 23 24 $642.4 $692.6 $19.6 $21.2 3.0% 2.7%

More than $1 billion 66 55 $3,541.7 $2,747.6 $109.3 $67.0 2.7% 2.8%

All 153 159 $673.5 $475.5 $20.0 $14.0 3.1% 3.3%

Source: Thomson Reuters.(1) Excludes banks and financial institutions due to lack of reliable data.(2) Based on median of all calculated termination fees as a percentage of deal value, not calculation of observed median of deal value and termination fee.

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Termination Fees by Consideration Form2011 Transaction Termination Fee Study Summary

While termination fees do correlate to enterprise value and transaction size, they do not correlate strongly to the form ofconsideration.

The analysis indicates that during 2011, a slightly greater percentage of the transactions were structured using cash considerationcompared to 2010.

Termination Fee by Consideration Form($ in millions)

No. of Transactions

Median

Median Termination Fee


Transaction Value Enterprise Value(1) Transaction Value(2) Enterprise Value(1) (2)

Consideration Form 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010

All Stock 17 22 $994.7 $819.0 $2,247.3 $2,084.1 $40.0 $19.0 3.5% 3.4% 2.1% 2.6%

All Cash 120 132 $492.4 $383.7 $530.6 $420.6 $17.0 $11.4 3.2% 3.2% 3.2% 3.4%

Cash and Stock 29 30 $916.5 $421.8 $2,903.4 $681.2 $25.8 $12.4 3.1% 3.6% 2.6% 3.0%

All 166 184 $571.4 $419.6 $673.5 $475.5 $19.3 $12.8 3.2% 3.3% 3.1% 3.3%

Source: Thomson ReutersSource: Thomson Reuters.(1) Excludes banks and financial institutions due to lack of reliable data.(2) Based on median of all calculated termination fees as a percentage of deal value, not calculation of observed median of deal value and termination fee.

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Termination Fees by Acquisition Type2011 Transaction Termination Fee Study Summary

Transaction fees in 2011 were only somewhat affected by the nature of the transactions.

We compared public-to-private transactions (including management buyouts, leveraged buyouts andprivate equity investments) to all other types of transactionsprivate equity investments) to all other types of transactions.

48 transactions involved public targets going private, with median termination fees of 3.0% and3.1% of transaction and enterprise values, respectively. The remaining 118, non-going-privatetransactions yielded median termination fees of 3.3% and 3.1% of transaction and enterprise values,respectively.

We also compared termination fees paid in transactions involving strategic buyers to those paid intransactions involving financial buyers. A strategic buyer is defined, for the purposes of our study, as abuyer in the same industry, or a buyer seeking to vertically or horizontally integrate (including privateequity platform add-ons); a financial buyer is defined as a buyer seeking to profit by making anacquisition, but not necessarily by expanding its own business operations.

For the 120 transactions involving acquirers we considered strategic, the median termination feesequaled 3.3% and 3.1% of transaction and enterprise values, respectively. The remaining 46transactions involved financial acquirers and had median termination fees of 3.2% of transaction andenterprise values.

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Bifurcated Termination Fees2011 Transaction Termination Fee Study Summary

Transactions with so-called “go-shop” provisions generally feature bifurcated termination fees. A lower termination fee is payableduring the go-shop period (the period during which the target is allowed to actively solicit competing offers). In the 2011 Study,14 transactions (8.4% of sample) included bifurcated termination fees.

The post-go-shop period generally has higher termination fees as a percentage of transaction and enterprise value.

Bifurcated Termination Fees for Deals Announced in 2010Bifurcated Termination Fees for Deals Announced in 2011

3.5%

2.9%3.0%

3.5%

4.0%

3.2%3.4%

3.0%

3.5%

4.0%

2.0%

1.5%

0.5%

1.0%

1.5%

2.0%

2.5%

1.8% 1.8%

0.5%

1.0%

1.5%

2.0%

2.5%

0.0%

0.5%

During Go-Shop Period After Go-Shop Period

Median Termination Fee as a Percentageof Enterprise Value

Median Termination Fee as a Percentageof Transaction Value

0.0%

0.5%

During Go-Shop Period After Go-Shop Period

Median Termination Fee as a Percentageof Enterprise Value

Median Termination Fee as a Percentageof Transaction Value

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Sources: Thomson Reuters and public filings. Sources: Thomson Reuters and public filings.

Transaction Termination Fees in Court2011 Transaction Termination Fee Study Summary

The Delaware courts have found termination fees to be an acceptable and customary component of M&Atransactions. However, a target company’s board of directors can face criticism if the agreed-upontermination fee (alone or in conjunction with other protective provisions) is sufficiently onerous todissuade or prevent another potential bidder from making a superior offer for the target.p p g p g

In assessing the reasonableness of termination fees, the Delaware Chancery Court (the Court) has refusedto establish a bright-line rule as to the maximum permissible size of a termination fee. Instead, the Courthas insisted that each case be decided on the particular facts and circumstances surrounding thetransaction. In this regard, Vice Chancellor Strine in In re Toys “R” Us, Inc. S’holder Litig., 877 A.2d 975(Del Ch 2005) (Toys “R” Us) observed that the reasonableness of a particular termination fee requires a(Del. Ch. 2005) (Toys R Us) observed that the reasonableness of a particular termination fee requires a“nuanced fact intensive inquiry.” That inquiry requires the Court to “consider a number of factors,including without limitation: the overall size of the termination fee, as well as its percentage value; thebenefits to shareholders, including a premium (if any) that directors seek to protect; the absolute size of thetransaction, as well as the relative size of the partners to the merger; the degree to which a counterpartyfound such protections to be crucial to the deal, bearing in mind differences in bargaining power; and thep , g g g p ;preclusive or coercive power of all deal protections included in a transaction, taken as a whole.” SeeLouisiana Municipal Police Employees’ Retirement System v. Crawford, 918 A.2d 1172 (Del. Ch. 2007).

The reasonableness of termination fees was assessed in three cases decided by the Court in 2011: In reOrchid Cellmark Inc. S’holder Litig., C.A. No. 6373-VCN (Del. Ch. May 12, 2011) (Orchid Cellmark), In

S fit St C t i C p S’h ld Liti C A N 6164 VCP (D l Ch M 20 2011 i dre Smurfit-Stone Container Corp. S’holder Litig., C.A. No. 6164-VCP (Del. Ch. May 20, 2011, revisedMay 24, 2011) (Smurfit-Stone) and In re Compellent Technologies, Inc. S’holder Litig., C.A. No. 6082-VCL (Del. Ch. Dec. 9, 2011) (Compellent).

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Source: Court documents.

Transaction Termination Fees in Court (cont.)2011 Transaction Termination Fee Study Summary

Orchid Cellmark

In Orchid Cellmark, Vice Chancellor Noble declined to enjoin the merger between LabCorp and OrchidCellmark Inc. (OC). In so doing, the Vice Chancellor addressed, among other things, the appropriateness of( ) g, , g g , pp pcertain deal protection measures, including a termination fee. Following In re Cogent, Inc. S’holder Litig.,2010 Del. Ch. LEXIS 203 (Cogent), the Court rejected the plaintiffs’ attempt to calculate the terminationfee as 4.6% of OC’s value “after discounting its $19.8 million of cash on hand.” Citing Cogent, the Courtobserved that “Delaware’s case law…teaches that…termination fees are generally measured according to a[c]ompany’s equity value.” Measured on that basis, the termination fee in Orchid Cellmark represented lessh 3% f OC’ i l d d d bl b h C d h ithan 3% of OC’s equity value and was deemed reasonable by the Court under the circumstances.

It should be noted that in certain other cases, such as In re Lear Corp. S’holder Litig., 926 A.2d 94 (Del.Ch. 2007) and In re Dollar Thrifty S’holder Litig., 2010 WL 350471 (Del. Ch. Sept. 8, 2010), the Courtsanctioned enterprise value as an appropriate metric for evaluating the reasonableness of a termination feein the context of a highly leveraged transaction.g y g

Smurfit-Stone

The appropriateness of a termination fee was also challenged in Smurfit-Stone in the context of a 50%cash and 50% stock acquisition of Smurfit-Stone Container Corp. by Rock-Tenn Co. In denying thel i tiff ’ li ti f li i i j ti Vi Ch ll P dd d th thiplaintiffs’ application for a preliminary injunction, Vice Chancellor Parsons addressed, among other things,

the $120 million termination fee (which represented 3.4% of equity value). The Court held that thetermination fee, though “toward the upper boundary of permissibility under Delaware law,” was stillwithin the range previously found by the Delaware courts to be reasonable. The Court noted that thetermination fee was reciprocal.

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Transaction Termination Fees in Court (cont.)2011 Transaction Termination Fee Study Summary

Compellent

In Compellent, the issue of the appropriateness of a termination fee arose in the context of an award ofattorneys’ fees following the settlement of a suit seeking to enjoin the acquisition of Compellenty g g j q pTechnologies, Inc. (Compellent) by Dell Inc. (Dell). In assessing the plaintiffs’ attorneys’ request for a $6million fee, Vice Chancellor Laster observed that the original merger agreement between the partiesprovided for a $37 million termination fee (approximately 3.85% of Compellent’s equity value), plus$960,000 (0.1%) in expense reimbursement under a variety of circumstances, including the occurrence ofany “Triggering Event” (which Vice Chancellor Laster described as a “Hair-Trigger Event” that wouldi d h b d d i ff ) If h C ll b d h d i d iinduce the board not to respond to a superior offer). If the Compellent board changed its recommendationdue to a “Change in Circumstances” other than because of a topping bid, the termination fee rose to $47million, plus the expense reimbursement (or 4.9% of Compellent’s equity value). As part of the settlement,the definition of a “Triggering Event” was modified to delete a fee that would have been payable ifCompellent’s board failed to reaffirm its recommendation after being requested to do so by Dell and thetermination fee was reduced to 3 23% of Compellent’s equity value Vice Chancellor Laster characterizedtermination fee was reduced to 3.23% of Compellent s equity value. Vice Chancellor Laster characterizedthe reduced fee as “healthy.”

Other Court Cases

The signpost for the outer limit of acceptability remains Phelps Dodge Corp. v. Cyprus Amax Mineralsl h h h h f d h fCo., C.A. No. 17398 (Del. Ch. Sept. 27, 1999), in which the Court found that a 6.3% termination fee

“stretches the definition of reasonableness beyond its breaking point.” Another judicial warning is ViceChancellor Strine’s admonition in Toys “R” Us that, in mega-deals, the absolute size of a termination feecan be offensive irrespective of being within the range of historical percentages due to the “preclusivedifferences between termination fees starting with a ‘b’ rather than an ‘m’.”

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Reverse Breakup Fees2011 Transaction Termination Fee Study Summary

Prior to 2005, private equity transactions were typically subject to financing conditions that would allowthe buyer to terminate the deal if debt financing was unavailable. As competition among private equityfirms increased and financing became readily available, targets began to require private equity buyers toabsorb more of the financing risk and to provide recourse, in the form of “reverse breakup fees,” which aref bl b h h f f d f ll h h h hfees payable by the acquirer to the target if funding falls through or the transaction is otherwiseterminated. These fees are backstopped by a limited guarantee by the private equity fund. The rationalebehind such fees is to compensate the target for the risk that “committed” financing does not fund and thetransaction does not close.

With the addition of a fund commitment or guarantee, financial sponsors sought to limit the exposure ofg , p g ptheir investors by seeking a cap on the maximum extent of the fund’s exposure for a failed deal. Sponsorswere generally successful in this effort and the reverse termination fee quickly became a ceiling on a fund’sliability for intentionally breaching the agreement.

In the aftermath of the numerous transactions that were abandoned in late 2007 and 2008, sellers becamemore concerned about the optionality created by the reverse termination fee structure As a result amongmore concerned about the optionality created by the reverse termination fee structure. As a result, amongother things, reverse break fees increased in magnitude, with the median percentage of transaction valueincreasing to 4.7% in 2009 from 3.5% in 2008 and the median percentage of enterprise value increasingto 4.1% in 2009 from 3.2% in 2008. Reverse breakup fees remained at these elevated levels in 2010(4.5% of transaction value and enterprise value) and 2011 (5.1% of transaction value and 4.5% ofenterprise value).p )

In recognition, however, of the turbulent financing markets, two-tier fees were not uncommon, with alower fee payable if the closing did not occur due to a financing failure rather than a willful failure. Forexample, in connection with its acquisition of Emdeon Inc., Blackstone Capital Partners VI agreed to areverse termination fee of 3.6% of transaction value in the event it was unable to raise financing; but a7 0% t i ti f f " illf l b h" f th t Si il l E l P t I7.0% reverse termination fee for a "willful breach" of the merger agreement. Similarly, Eagle Parent Inc.agreed to pay 2.5% of transaction value in the event it was unable to raise financing for its acquisition ofEpicor Software Corp., but a fee of 7.5% for a "willful breach" of the merger agreement.

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Reverse Breakup Fees (cont.)2011 Transaction Termination Fee Study Summary

Beginning in 2008, a number of strategic cash deals began to duplicate the private equity reverse break feestructure. Historically, sellers had had less deal protection concerns with strategic buyers than with privateequity buyers. However, with the state of the financing markets and the fact that banks had begun tointroduce greater conditionality into their commitments, that attitude changed. In April 2008, the $23g y , g p ,billion Mars Inc./Wm. Wrigley Jr. Co. deal became the first large strategic deal to be structured with aprivate equity-style reverse termination fee.

During 2011, there was increased use of reverse termination fees as a means of mitigating antitrust risk.For example, Google Inc.'s (Google) merger agreement with Motorola Mobility Holdings, Inc. (MotorolaMobility) requires Google to pay a reverse termination fee of $2 5 billion (20 7% of transaction value andMobility) requires Google to pay a reverse termination fee of $2.5 billion (20.7% of transaction value and27.6% of enterprise value) if antitrust clearance is not obtained and the transaction is terminated as aresult. Similarly, AT&T Inc. (AT&T) agreed to pay a $3.0 billion reverse termination fee (7.7% oftransaction value and enterprise value) to Deutsche Telekom AG related to AT&T’s proposed acquisitionof T-Mobile USA, Inc., which was blocked for antitrust reasons. This represents the largest triggeredreverse termination fee on record.

Commentators have noted that forward and reverse termination fees serve different functions and shouldbe analyzed differently. Target termination fees have the potential to foreclose a competitive biddingprocess, against the interests of shareholders of the target, by making acquisitions prohibitively expensivefor bidders late to approach the target. Accordingly, courts have expressed concern that termination fees

t th i t l 3% f th h i i t f ith th R l d ti f ll ’greater than approximately 3% of the purchase price may interfere with the Revlon duties of a sellers’board to secure the highest price under the circumstances. Reverse termination fees, by contrast, raise nosuch obvious concerns because they do not increase the cost of a bidding contest for later bidders.

21


Of the 166 transactions reviewed in the 2011 Study, 73 (approximately 44%) had reverse breakup fees,with median fees of 5.1% and 4.5% of transaction and enterprise values, respectively. In 2010, 76 (41%)of the 184 transactions reviewed had reciprocal termination fees, with median fees of 4.5% of transactionp ,and enterprise values.

Reverse Breakup Fee Summary($ in millions)

2011 2010

No. of Transactions 73 76

Median Transaction Value $991.2 $618.3

Median Target Fee as a Percentage of Transaction Value 3.1% 3.1%

Median Acquirer Fee as a Percentage of Transaction Value 5.1% 4.5%

Median Enterprise Value $1,191.2 $737.4

Median Target Fee as a Percentage of Enterprise Value 2.8% 2.9%

Median Acquirer Fee as a Percentage of Enterprise Value 4 5% 4 5%Median Acquirer Fee as a Percentage of Enterprise Value 4.5% 4.5%

Percentage with Identical Termination Fee 32.9% 42.1%

Percentage with Target Fee Higher than Acquirer Fee 6.8% 6.6%

Percentage with Acquirer Fee Higher than Target Fee 60.3% 51.3%

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In 2010 and 2011, reverse breakup fees as a percentage of transaction and enterprise values weresignificantly higher in transactions involving financial buyers.

Reverse Breakup Fee Summary($ in millions)

2011 Transactions 2010 Transactions2011 Transactions 2010 Transactions

StrategicBuyers

FinancialBuyers

StrategicBuyers

FinancialBuyers

No. of Transactions 42 31 48 28

Median Transaction Value $2,763.1 $534.2 $423.3 $795.5

Median Target Fee as a Percentage of Transaction Value 3.1% 3.1% 3.1% 2.9%

Median Acquirer Fee as a Percentage of Transaction Value 3.6% 6.2% 3.6% 5.7%

Median Enterprise Value $3,963.9 $564.6 $415.9 $1,013.2

M di T F P f E i V l 2 6% 3 0% 3 1% 2 3%Median Target Fee as a Percentage of Enterprise Value 2.6% 3.0% 3.1% 2.3%

Median Acquirer Fee as a Percentage of Enterprise Value 3.0% 6.0% 3.9% 5.7%


23

Analysis of Withdrawn Transactions2011 Transaction Termination Fee Study Summary

Of the 166 transactions reviewed in the 2011 Study, nine (5.4%) were terminated. Three of these proposals were withdrawnbecause the target company received a superior proposal during the go-shop period, three were terminated due to difficulty inobtaining shareholder approval and three were terminated due to antitrust issues.

Termination fees were paid for six of the nine withdrawn transactions.Termination fees were paid for six of the nine withdrawn transactions.

Reasons for Termination of Transactions in 2011

Other

Superior Proposal34%

Antitrust Issues

11%

22%

Unable to Obtain Shareholder

Approval33%

24

Sources: Press releases and public filings.

2011 Transaction Termination Fee Detail

2011 Transaction Termination Fee

Detail

DateAnnounced Target Name Target Description Acquirer Name Acquirer Description

Acquisition Technique Consideration

Transaction Value ($ M)

Enterprise Value ($ M)

Target Term Fee

($ M)

Term Fee as a % of

Transaction Value

Term Fee as a % of

Enterprise Value

01/04/2011 CPEX Pharmaceuticals Inc. Manufacture pharmaceuticals FCB I Acquisition Corp. Special purpose acq vehicle Not Applicable Cash $77.1 $55.0 $1.9 2.46% 3.46%

01/05/2011 Atheros Communications Inc.

Manufacture semiconductors T Merger Sub Inc. Special purpose acq vehicle Not Applicable Cash $3,854.4 $3,338.6 $103.7 2.69% 3.11%

01/10/2011 Progress Energy Inc. Electric,gas utility company Duke Energy Corp. Pvd elec delivery svcs Stock Swap Stock $13,618.3 $25,578.3 $675.0 4.96% 2.64%

01/18/2011 Sterling Bancshares Inc. Bank holding company Comerica Inc. Pvd bkg svcs Stock Swap Stock $1,041.0 NA $40.0 3.84% NA

01/18/2011 RAE Systems Inc. Mnfr multi-sensor monitors Vector Capital Corp. Private equity firm Going Private Cash $133.9 $122.6 $4.0 3.00% 3.27%

01/20/2011 Danvers Bancorp Inc.,MA Stock savings holding bank People's United Financial-CT

Bank holding company Tender Offer Cash / Stock $535.6 NA $19.7 3.68% NA

01/21/2011 NovaMed Inc. Own,op ambulatory surgery ctr

Surgery Partners Holdings LLC

Own,op ambulatory surgical ctr

Tender Offer Cash $120.9 $212.4 $4.4 3.61% 2.06%

01/23/2011 Smurfit-Stone Container Corp.

Mnfr paper-based pkg prod Rock-Tenn Co. Manufacture packaging products

Not Applicable Cash / Stock $3,349.2 $4,094.2 $120.0 3.58% 2.93%

01/24/2011 Genoptix Inc. Pvd bone marrow testing svcs Novartis Finance SA Investment company Tender Offer Cash $440.2 $301.7 $16.5 3.75% 5.47%

01/26/2011 Abington Bancorp Jenkintown PA

Bank holding company Susquehanna Bancshares Inc

Bank holding company Stock Swap Cash / Stock $272.9 NA $11.0 4.03% NABancorp,Jenkintown,PA Inc.

01/26/2011 ProLogis Real estate investment trust AMB Property Corp. RE investment,development firm

Stock Swap Stock $8,364.5 $15,155.8 $315.0 3.77% 2.08%

01/27/2011 Terremark Worldwide Inc. Pvd IT infrastructure svcs Verizon Holdings Inc. Pvd telecommunications svcs Tender Offer Cash $1,497.1 $2,032.2 $40.0 2.67% 1.97%

01/29/2011 Massey Energy Co. Coal mining company Alpha Natural Resources Inc.

Coal mining co Stock Swap Cash / Stock $7,307.6 $8,175.9 $251.0 3.43% 3.07%

01/31/2011 Pre-Paid Legal Services Inc. Provide legal services MidOcean Partners LLP Private equity firm Going Private Cash $653.5 $603.8 $21.5 3.29% 3.56%

02/01/2011 NaviSite Inc. Pvd hosting,application svcs Time Warner Cable Inc. Provide cable TV services Not Applicable Cash $260.9 $324.4 $7.5 2.87% 2.31%

02/03/2011 Answers Corp. Pvd Internet search engine svc AFCV Holdiings LLC Investment holding company Going Private Cash $166.3 $145.1 $4.6 2.77% 3.17%

02/03/2011 Silverleaf Resorts Inc. Own,op time-share resorts SL Resort Holdings Inc. Investment company Going Private Cash $94.4 $496.4 $4.4 4.66% 0.89%

02/07/2011 Herley Industries Inc. Mnfr microwave components Lanza Acquisition Co. Pvd natl defense,sec svcs Tender Offer Cash $323.7 $308.7 $9.4 2.92% 3.06%

26Source: Thomson Reuters.

02/07/2011 Herley Industries Inc. Mnfr microwave components Lanza Acquisition Co. Pvd natl defense,sec svcs Tender Offer Cash $323.7 $308.7 $9.4 2.92% 3.06%

02/07/2011 Emergent Group Inc. Pvd laser equip rental svcs Universal Hospital Services Pvd med equip rental svcs Tender Offer Cash $58.8 $53.7 $2.2 3.80% 4.16%

02/07/2011 Conexant Systems Inc. Manufacture semiconductors Golden Gate Private Equity Inc.

Private eq firm Going Private Cash $197.0 $282.1 $7.7 3.91% 2.73%


Detail





Target Term Fee

($ M)

Term Fee as a % of

Transaction Value

Term Fee as a % of

Enterprise Value

02/07/2011 Pride International Inc. Pvd oil,gas well drilling svcs Ensco PLC Oil,gas contract drilling Stock Swap Cash $7,306.4 $8,685.1 $260.0 3.56% 2.99%

02/07/2011 Beckman Coulter Inc. Mnfr laboratory instruments Danaher Corp. Mnfr tools,control equip Tender Offer Cash $5,782.2 $6,575.5 $165.0 2.85% 2.51%

02/08/2011 Retail Ventures Inc. Own,op footwear ret stores DSW Inc. Own,op shoe,handbag stores Stock Swap Stock $780.0 $918.1 $10.0 1.28% 1.09%

02/08/2011 RehabCare Group Inc. Pvd physical rehab mgmt svcs Kindred Healthcare Inc. Provide healthcare services Not Applicable Cash / Stock $916.5 $1,284.2 $26.0 2.84% 2.02%

02/09/2011 NYSE Euronext Inc. Pvd sec trading,brkg svcs Deutsche Boerse AG Provide stock exchange svcs Stock Swap Cash $10,164.3 $12,225.3 $250.0 2.46% 2.04%

02/09/2011 XETA Technologies Inc. Mnfr voice,data commun sys Hera Corp. Pvd data,voice commun svcs Not Applicable Cash $58.8 $62.1 $1.9 3.26% 3.09%

02/14/2011 Emergency Medical Svcs Corp.

Pvd emergency med care svcs Clayton Dubilier & Rice LLC

Private equity firm Going Private Cash $2,822.8 $2,923.2 $116.5 4.13% 3.99%

02/14/2011 Hughes Communications Inc.

Pvd broadband satellite svcs Broadband Acquisition Corp.

Pvd satellite cable svcs Not Applicable Cash $1,324.9 $1,881.1 $45.0 3.40% 2.39%

02/17/2011 LaBranche & Co Inc. Securities brokerage firm Louisiana Merger Sub Inc. Special purpose acq vehicle Stock Swap Stock $192.8 NA $6.3 3.24% NA

02/21/2011 Zoran Corp. Manufacture semiconductors CSR PLC Mnfr single-chip radio devices Not Applicable Cash / Stock $475.9 $224.4 $18.0 3.78% 8.02%

02/22/2011 Frontier Oil Corp. Mnfr,whl crude oil,petro prod Holly Corp. Mnfr,whl refined petro prod Stock Swap Stock $2,853.9 $2,644.8 $80.0 2.80% 3.02%

02/22/2011 Tollgrade Communications Inc.

Develop network software Talon Merger Sub Inc. Investment holding company Going Private Cash $131.4 $59.2 $3.0 2.28% 5.07%

02/22/2011 Clinical Data Inc. Biotechnology company Magnolia Acquisition Corp.

Special purpose acq vehicle Tender Offer Cash $1,340.6 $1,343.0 $45.0 3.36% 3.35%

02/23/2011 Crescent Finl Bank holding company Piedmont Community Commercial bank (for US) Not Applicable Cash $113.7 NA $4.0 3.52% NACorp,Cary,NC Bank Group

02/28/2011 Nationwide Health Properties

Real estate investment trust Ventas Inc. Real estate investment trust Stock Swap Stock $5,793.5 $7,263.1 $175.0 3.02% 2.41%

03/03/2011 Global Defense Tech & Sys Inc.

Pvd technology-based services Sentinel Acq Hldg Corp. Investment company Going Private Cash $221.8 $300.8 $7.1 3.19% 2.35%

03/03/2011 America Service Group Inc. Pvd managed health care svcs Whiskey Acquisition Corp. Investment company Going Private Cash $241.7 $202.1 $8.0 3.31% 3.96%

03/07/2011 Tomotherapy Inc. Mnfr,whl radiation therapy Jaguar Acquisition Inc. Mnfr,whl radiosurgical devices Not Applicable Cash / Stock $274.1 $122.6 $8.0 2.92% 6.52%


03/07/2011 Tomotherapy Inc. Mnfr,whl radiation therapy sys

Jaguar Acquisition Inc. Mnfr,whl radiosurgical devices Not Applicable Cash / Stock $274.1 $122.6 $8.0 2.92% 6.52%

03/10/2011 RC2 Corp. Mnfr,whl games,toy products Galaxy Dream Corp. Manufacture,wholesale toys Tender Offer Cash $638.1 $620.6 $20.9 3.28% 3.37%

03/12/2011 Lawson Software Inc. Develop enterprise software Atlantis Merger Sub Inc. Investment company Not Applicable Cash $2,028.1 $1,970.4 $75.0 3.70% 3.81%


Detail





Target Term Fee

($ M)

Term Fee as a % of

Transaction Value

Term Fee as a % of

Enterprise Value

03/13/2011 K-Sea Transp Partners LP Pvd oil,gas marine transp svcs Kirby Corp. Pvd inland transportation svcs Not Applicable Cash / Stock $156.2 $519.0 $12.0 7.68% 2.31%

03/14/2011 Lubrizol Corp. Mnfr industrial chemicals Berkshire Hathaway Inc. Insurance holding company Not Applicable Cash $8,793.3 $9,249.1 $200.0 2.27% 2.16%

03/14/2011 Animal Health International

Wholesale animal health prod Buffalo Acquisition Inc. Wholesale animal health prod Going Private Cash $103.4 $246.7 $5.0 4.84% 2.03%

03/14/2011 Century Mining Corp. Gold mining company White Tiger Gold Ltd. Gold,precious metals mining co

Stock Swap Stock $851.0 $854.8 $13.5 1.59% 1.58%

03/18/2011 Celera Corp. Pvd genetic research,dvlp svcs Spark Acquisition Corp. Pvd diagnostic testing svcs Tender Offer Cash $656.9 $341.1 $23.5 3.57% 6.87%

03/21/2011 optionsXpress Holdings Inc.

Provide brokerage services Charles Schwab Corp. Sec brkg firm Stock Swap Stock $1,037.4 $1,056.6 $41.9 4.04% 3.97%

03/21/2011 TGC Industries Inc. Pvd seismic data acq services 6446 Acquisition Corp. Pvd onshore seismic data svcs Stock Swap Stock $153.6 $153.9 $3.1 2.03% 2.03%

03/24/2011 drugstore.com Inc. Pvd ecommerce retail services Dover Subsidiary Inc. Own,operate drug stores Not Applicable Cash $414.2 $395.2 $15.0 3.63% 3.80%

03/25/2011 Encore Energy Partners LP Oil,gas expl,production co Vanguard Natural Resources LLC

Oil,gas exploration,prodn co Stock Swap Stock $994.7 $1,221.1 $20.0 2.01% 1.64%

03/28/2011 GSI Commerce Inc. Pvd e-commerce solution svcs Gibraltar Acquisition Corp

Pvd ecommerce retail services Not Applicable Cash $2,404.7 $2,329.4 $74.0 3.08% 3.18%Corp.

03/28/2011 Spectrum Control Inc. Mnfr,whl electn control prod API Technologies Corp. Manufacture semiconductor Not Applicable Cash $262.4 $262.0 $9.2 3.49% 3.49%

03/28/2011 Rural/Metro Corp. Pvd medical transp svcs Warburg Pincus LLC Private equity firm Going Private Cash $437.8 $674.1 $16.9 3.87% 2.51%

04/01/2011 SRA International Inc. Pvd programming,consulting svc

Providence Equity Partners LLC


04/04/2011 National Semiconductor Mnfr semiconductors,circuits Orion Merger Corp. Mnfr,whl semiconductors Not Applicable Cash $7,132.6 $7,274.8 $200.0 2.80% 2.75%Corp.

04/04/2011 Epicor Software Corp. Dvlp entrp business software Eagle Parent Inc. Investment holding company Going Private Cash $802.1 $945.5 $40.0 4.99% 4.23%

04/04/2011 LaBarge Inc. Mnfr electronic devices Ducommun Inc. Mnfr,whl aircraft parts Not Applicable Cash $310.5 $332.0 $12.4 4.00% 3.74%

04/05/2011 Inspire Pharmaceuticals Inc.

Mnfr,whl pharmaceutical prod Monarch Transaction Corp.

Mnfr,whl pharmaceutical prod Going Private Cash $416.4 $341.9 $17.0 4.08% 4.97%

04/06/2011 Orchid Cellmark Inc. Provide DNA testing services OCM Acquisition Corp. Special purpose acq vehicle Tender Offer Cash $84.0 $66.7 $2.5 2.98% 3.75%



04/13/2011 Graham Packaging Co Inc. Mnfr,whl plastic containers Silgan Holdings Inc. Manufacture packaging products


04/15/2011 Bronco Drilling Co Inc. Provide land drilling services Chesapeake Energy Corp. Oil,gas exploration,prodn co Tender Offer Cash $316.8 $306.3 $13.0 4.10% 4.24%


Detail





Target Term Fee

($ M)

Term Fee as a % of

Transaction Value

Term Fee as a % of

Enterprise Value

04/18/2011 Synthes Inc. Mnfr,wholesale medical devices

Johnson & Johnson Mnfr,wholesale pharmaceuticals

Stock Swap Cash / Stock $22,765.7 $20,872.4 $650.0 2.86% 3.11%

04/18/2011 Fremont MI InsuraCorp Inc.

Insurance holding company Auto Club Ins Association Pvd ins,finl,RE svc Going Private Cash $64.5 $64.1 $2.0 3.14% 3.16%

04/20/2011 DPL Inc. Pvd electric,gas utility svcs AES Corp. Electric utility;holding co Not Applicable Cash $3,519.2 $4,682.4 $106.0 3.01% 2.26%

04/20/2011 TradeStation Group Inc. Securities brokerage firm Felix 2011 Acquisition Sub Inc.

Special purpose acq vehicle Tender Offer Cash $391.2 NA $9.0 2.30% NA

04/20/2011 Bancorp Rhode Island Inc. Bank holding co Brookline Bancorp Inc. Bank holding company Not Applicable Cash / Stock $231.8 NA $8.9 3.84% NA

04/26/2011 Smart Modular Technologies

Mnfr,whl electronic subsystems

Saleen Acquisition Inc. Special purpose acq vehicle Going Private Cash $587.2 $507.9 $19.4 3.30% 3.82%

04/27/2011 SAVVIS Inc. Pvd information technology svc

CenturyLink Inc. Provide telecommunications svc

Tender Offer Cash / Stock $2,491.3 $3,153.5 $85.0 3.41% 2.70%

04/27/2011 Vital Images Inc. Dvlp data imaging software Toshiba Medical Systems Corp.

Mnfr med imaging equip Tender Offer Cash $262.9 $144.4 $8.2 3.12% 5.68%

04/27/2011 LoopNet Inc. Pvd online coml RE info svcs Lonestar Acquisition Sub Inc.

Special purpose acq vehicle Tender Offer Cash / Stock $991.2 $1,033.2 $25.8 2.60% 2.50%

04/28/2011 Constellation Energy Group Inc

Electric,gas utility company Exelon Corp. Electric,gas utility company Stock Swap Stock $7,840.1 $11,430.5 $200.0 2.55% 1.75%Group Inc.

04/28/2011 State Bancorp Inc.,NY Bank holding company Valley National Bancorp,NJ

Bank holding company Stock Swap Stock $236.5 NA $8.8 3.70% NA

04/28/2011 SunPower Corp. Manufacture solar cells Total Gas & Power USA(SAS)

Oil,gas exploration,prodn co Tender Offer Cash $2,283.4 $2,568.6 $45.0 1.97% 1.75%

05/02/2011 International Coal Group Inc.

Coal mining company Atlas Acquisition Corp. Investment company Tender Offer Cash $3,472.6 $3,619.6 $115.0 3.31% 3.18%

05/02/2011 Cephalon Inc. Mnfr,wholesale Teva Pharmaceutical Mnfr,whl pharmaceuticals Not Applicable Cash $6,310.9 $6,374.4 $275.0 4.36% 4.31%pharmaceuticals Industries

05/02/2011 Volcom Inc. Mnfr,whl,ret clothing products

PPR SA Retail home appl,luxury goods Tender Offer Cash $607.8 $516.4 $20.0 3.29% 3.87%

05/04/2011 Varian Semiconductor Equipment

Mnfr,whl semiconductor equip

Barcelona Acquisition Corp.

Mnfr,whl circuit fabrication Not Applicable Cash $4,751.2 $4,329.2 $147.0 3.09% 3.40%

05/04/2011 Kendle International Inc. Pvd clinical research svcs INC Research LLC Pvd contract research svcs Going Private Cash $228.9 $344.1 $10.0 4.37% 2.91%

05/05/2011 Green Bank holding company North American Finl Hldgs Bank holding company Stock Swap Cash $241.1 NA $8.0 3.32% NA


05/05/2011 Green Bankshares,Greenville,TN

Bank holding company North American Finl Hldgs Inc.

Bank holding company Stock Swap Cash $241.1 NA $8.0 3.32% NA

05/06/2011 Warner Music Group Corp.

Provide recorded music svcs Access Industries Inc. Investment holding company Going Private Cash $1,305.9 $2,937.9 $56.0 4.29% 1.91%

05/10/2011 CKx Inc. Pvd motion picture prodn svcs Apollo Global Management LLC

Private equity firm Tender Offer Cash $509.4 $534.3 $20.0 3.93% 3.74%


Detail





Target Term Fee

($ M)

Term Fee as a % of

Transaction Value

Term Fee as a % of

Enterprise Value

05/16/2011 Orthovita Inc. Mnfr orthopedic biomaterials Owl Acquisition Corp. Special purpose acq vehicle Tender Offer Cash $300.4 $311.8 $9.9 3.29% 3.17%

05/16/2011 PRIMEDIA Inc. Publishing company TPG Capital LP Private equity firm Going Private Cash $316.4 $515.9 $8.0 2.53% 1.55%

05/16/2011 Integral Systems Inc. Pvd satellite ground sys svcs Kratos Defense & Security Pvd natl defense,sec services Stock Swap Cash / Stock $224.9 $255.8 $9.3 4.14% 3.64%

05/18/2011 Nobel Learning Communities Inc.

Own,operate schools Leeds Equity Partners LLC Private equity firm Going Private Cash $127.7 $143.1 $5.0 3.91% 3.50%

05/24/2011 FPIC Insurance Group Inc. Provide insurance services Fountain Acquisition Corp.

Special purpose acq vehicle Going Private Cash $347.7 $346.4 $10.4 3.00% 3.01%

05/26/2011 Advanced Analogic Tech Inc.

Mnfr,whl power semiconductors

Skyworks Solutions Inc. Mnfr,whl signal semiconductors

Not Applicable Cash / Stock $311.3 $227.0 $8.5 2.73% 3.74%

05/30/2011 Cntrl Vermont Public Svc Corp.

Electric utility company Cedar Acquisition Sub Inc. Electric,gas utility company Not Applicable Cash $470.3 $673.5 $17.5 3.72% 2.60%

06/01/2011 Herald National Bank Commercial bank BankUnited Inc. Commercial bank Stock Swap Cash / Stock $50.8 NA $3.6 7.06% NA

06/06/2011 Temple-Inland Inc. Mnfr packaging,forest products

International Paper Co. Mnfr,whl paper pkg prod Tender Offer Cash $3,819.0 $4,509.0 $105.0 2.75% 2.33%

06/12/2011 Transatlantic Holdings Inc. Pvd ins,reinsurance svcs Allied World Assurance Co Hldg

Insurance holding company Stock Swap Cash $3,192.6 $3,867.0 $115.0 3.60% 2.97%Co. Hldg

06/13/2011 EMS Technologies Inc. Pvd wireless telecommun svcs Honeywell International Inc.

Mnfr aerospace,auto prod Tender Offer Cash / Stock $522.4 $490.4 $19.6 3.75% 4.00%

06/13/2011 The Timberland Co. Mnfr footwear,apparel prod VF Enterprises Inc. Manufacture,wholesale apparel

Not Applicable Cash $2,180.7 $1,915.4 $87.2 4.00% 4.55%

06/13/2011 M&F Worldwide Corp. Holding company MacAndrews & Forbes Hldg Inc.

Investment holding company Going Private Cash $483.3 NA $8.3 1.71% NA

06/13/2011 Gerber Scientific Inc. Pvd software dvlp svcs Vector Capital Corp. Private equity firm Going Private Cash $276.5 $290.0 $7.9 2.85% 2.72%

06/14/2011 Graham Packaging Co Inc. Mnfr,whl plastic containers Reynolds Group Holdings Ltd.

Mnfr,whl packaging products Going Private Cash $1,808.4 $4,465.4 $39.5 2.18% 0.88%

06/14/2011 Express-1 Expedited Solutions

Pvd expedited transp svcs Investor Group Investor group Going Private Cash $208.2 $287.1 $2.2 1.08% 0.78%

06/15/2011 Parkvale Financial Corp. Bk hldg co FNB Corp,Naples,Hermitage,PA

Bank holding company Stock Swap Stock $126.9 NA $6.0 4.73% NA

06/16/2011 Southern Union Co. Gas utility company Energy Transfer Equity LP Pvd natural gas transp,distn Stock Swap Cash / Stock $5,560.8 $9,275.0 $135.0 2.43% 1.46%



06/16/2011 MediaMind Technologies Inc.

Pvd online campaign mgt svcs DG FastChannel Inc. Pvd digital media advg svcs Tender Offer Cash $497.9 $395.5 $18.5 3.72% 4.68%

06/17/2011 BJ's Wholesale Club Inc. Own,op misc merchandise store

BJ's Wholesale Club Inc. SPV

Special purpose acq vehicle Going Private Cash / Stock $2,862.9 $2,692.8 $80.0 2.79% 2.97%


Detail





Target Term Fee

($ M)

Term Fee as a % of

Transaction Value

Term Fee as a % of

Enterprise Value

06/20/2011 Tower Bancorp Inc. Bank holding company Susquehanna Bancshares Inc.

Bank holding company Stock Swap Cash / Stock $344.1 NA $13.5 3.92% NA


Electric utility company New England Energy Corp. Pvd natural gas distn svcs Not Applicable Cash $486.9 $690.1 $17.5 3.59% 2.54%

06/27/2011 Continucare Corp. Provide medical services Cab Merger Sub Inc. Pvd med group practice svcs Not Applicable Cash / Stock $414.3 $369.7 $9.0 2.17% 2.43%

07/01/2011 Blackboard Inc. Develop enterprise software Bulldog Acquisition Sub Inc.


07/05/2011 Immucor Inc. Mnfr,whl reagents IVD Acquisition Corp. Investment company Going Private Cash $1,923.6 $1,621.0 $45.0 2.34% 2.78%

07/05/2011 Ameron International Corp.

Mnfr engineered products National Oilwell Varco Inc. Mnfr,whl gas drilling equip Not Applicable Cash $779.6 $642.4 $20.0 2.57% 3.11%

07/07/2011 APAC Customer Services Inc.

Provide customer mgmt svcs One Equity Partners LLC Private equity firm Going Private Cash $517.0 $467.0 $15.0 2.90% 3.21%

07/11/2011 Arch Chemicals Inc. Manufacture specialty chemical

Lonza Group Ltd. Biopharmaceutical company Tender Offer Cash $1,201.9 $1,474.0 $40.0 3.33% 2.71%

07/11/2011 Radiant Systems Inc. Develop management software Ranger Acquisition Corp. Special purpose acq vehicle Tender Offer Cash $1,193.1 $1,102.6 $35.7 2.99% 3.24%

07/12/2011 Conmed Healthcare Mgmt Inc

Provide healthcare services Ayelet Investments LLC Investment company Going Private Cash $62.2 $47.5 $2.3 3.69% 4.82%Inc.

07/13/2011 Kinetic Concepts Inc. Mnfr,whl therapeutic beds Chiron Holdings Inc. Special purpose acq vehicle Going Private Cash $5,139.0 $5,765.4 $155.4 3.02% 2.70%

07/14/2011 Petrohawk Energy Corp. Oil,gas exploration,production

BHP Billiton PLC Mnfr,whl metal,diamond prod Tender Offer Cash $11,776.2 $15,556.5 $395.0 3.35% 2.54%

07/20/2011 Allos Therapeutics Inc. Biopharmaceutical company AMAG Pharmaceuticals Inc.

Biopharmaceutical company Stock Swap Stock $258.2 $148.5 $9.0 3.49% 6.06%

07/20/2011 Nalco Holding Co. Provide water treatment svcs Ecolab Inc. Mnfr,whl cleaning products Stock Swap Cash / Stock $5,411.9 $8,110.4 $135.0 2.49% 1.66%

07/20/2011 SFN Group Inc. Pvd temporary staffing svcs Randstad Holding NV Provide recruitment services Tender Offer Cash $734.2 $730.3 $27.0 3.68% 3.70%

07/21/2011 Medco Health Solutions Inc.

Pvd pharmaceutical mgmt svcs Express Scripts Inc. Pvd pharmacy benefit mgmt svcs


07/25/2011 Paradigm Holdings Inc. Pvd info technology services CACI International Inc. Pvd information tech svcs Not Applicable Cash $61.5 $71.0 $1.5 2.50% 2.17%

07/26/2011 S1 Corp. Develop financial software ACI Worldwide Inc. Develop e-payment software Tender Offer Cash / Stock $555.6 $481.6 $19.1 3.44% 3.97%


07/26/2011 S1 Corp. Develop financial software ACI Worldwide Inc. Develop e payment software Tender Offer Cash / Stock $555.6 $481.6 $19.1 3.44% 3.97%

07/29/2011 Allied Healthcare Intl Inc. Pvd healthcare staffing svcs Saga Group Ltd. Pvd tour op,ins svcs Going Private Cash $189.2 $150.0 $5.2 2.75% 3.47%

08/01/2011 PAETEC Holding Corp. Pvd telecommunications svcs Windstream Corp. Pvd telecommunications svcs Not Applicable Stock $828.1 $2,247.3 $40.0 4.83% 1.78%


Detail





Target Term Fee

($ M)

Term Fee as a % of

Transaction Value

Term Fee as a % of

Enterprise Value

08/03/2011 Global Traffic Network Inc.

Provide traffic,news reports GTCR Gridlock Acquisition Sub


08/04/2011 Emdeon Inc. Develop payment mgmt software

Blackstone Capital Partners VI


08/07/2011 Transatlantic Holdings Inc. Pvd ins,reinsurance svcs National Indemnity Co. Pvd ppty,casualty ins svcs Not Applicable Cash $3,249.2 $3,913.3 $75.0 2.31% 1.92%

08/15/2011 Motorola Mobility Holdings Inc.

Mnfr,whl communication prod

Google Inc. Pvd internet search engine svc Not Applicable Cash $12,102.8 $9,053.8 $375.0 3.10% 4.14%

08/16/2011 Renaissance Learning Inc. Dvlp educational software Raphael Acquisition Corp. Private equity firm Going Private Cash $436.1 $426.8 $13.0 2.98% 3.05%

09/07/2011 Penn Millers Holding Corp.

Insurance company ACE Ltd. Insurance company Not Applicable Cash $107.2 $102.4 $3.8 3.50% 3.66%

09/08/2011 Caliper Life Sciences Inc. Mnfr,whl lab analytical instr PerkinElmer Inc. Mnfr research,medical equip Not Applicable Cash $611.6 $577.3 $12.8 2.09% 2.22%

09/12/2011 Global Industries Ltd. Pvd oil,gas engineering svcs Apollon Merger Sub B Inc. Pvd oil,gas engineering svcs Not Applicable Cash $915.2 $983.9 $30.0 3.28% 3.05%

09/12/2011 NetLogic Microsystems Mnfr semiconductor processors

I&N Acquisition Corp. Mnfr semiconductors Not Applicable Cash $3,677.9 $3,463.8 $127.0 3.45% 3.67%

09/21/2011 Goodrich Corp. Mnfr,whl aircraft parts,equip United Technologies Corp. Mnfr,whl aerospace sys prod Tender Offer Cash $16,162.8 $18,019.6 $500.0 3.09% 2.77%

09/22/2011 American Medical Alert Corp.

Mnfr,whl med monitoring equip

Tunstall Healthcare Group Ltd.

Mnfr,whl wireless devices Going Private Cash $82.2 $77.5 $3.5 4.26% 4.52%

10/03/2011 Pharmaceutical Prod Dvlp Inc.

Pvd research,development svcs Pharm Product Dvlp Inc. SPV

Special purpose acq vehicle Going Private Cash $3,870.9 $3,387.0 $116.2 3.00% 3.43%

10/07/2011 Southwall Technologies Inc.

Manufacture thin-film coatings

Backbone Acquisition Sub Inc.

Investment company Tender Offer Cash $79.1 $75.0 $4.0 5.06% 5.33%

10/10/2011 Complete Production Svcs Provide oil,gas field services Superior Energy Services Provide oilfield services Stock Swap Cash / Stock $2,672.3 $3,114.0 $70.0 2.62% 2.25%Inc. Inc.

10/11/2011 99 Cents Only Stores Own,operate variety stores Investor Group Investor group Going Private Cash $1,563.2 $1,349.3 $47.3 3.02% 3.50%

10/11/2011 Bigband Networks Inc. Dvlp digital video networking Amsterdam Acquisition Sub Inc.

Mnfr communication equipments

Not Applicable Cash $160.8 $40.9 $5.5 3.42% 13.43%

10/16/2011 El Paso Corp. Pvd gas transmission svcs Kinder Morgan Inc. Pvd gas transmission services Tender Offer Cash / Stock $20,161.1 $32,338.1 $650.0 3.22% 2.01%

10/17/2011 Brigham Exploration Co. Oil and gas exploration,prodn Statoil ASA Oil and gas exploration,prodn Tender Offer Cash $4,406.8 $4,782.2 $136.6 3.10% 2.86%


10/17/2011 Brigham Exploration Co. Oil and gas exploration,prodn Statoil ASA Oil and gas exploration,prodn Tender Offer Cash $4,406.8 $4,782.2 $136.6 3.10% 2.86%

10/17/2011 Anadys Pharmaceuticals Inc.

Biopharmaceutical company Bryce Acquisition Corp. Special purpose acq vehicle Tender Offer Cash $219.5 $200.4 $8.0 3.64% 3.99%

10/24/2011 HealthSpring Inc. Own,operate HMO Citrine Magnolia Corp. Own,operate HMO Not Applicable Cash $3,859.9 $3,140.1 $115.0 2.98% 3.66%


Detail





Target Term Fee

($ M)

Term Fee as a % of

Transaction Value

Term Fee as a % of

Enterprise Value

10/24/2011 Adolor Corp. Biopharmaceutical company FRD Acquisition Corp. Biopharmaceutical company Tender Offer Cash $215.3 $209.1 $10.0 4.64% 4.78%

10/24/2011 RightNow Technologies Inc.

Dvlp eCommerce software Rhea Acquisition Corp. Dvlp enterprise software Not Applicable Cash $1,838.3 $1,771.8 $59.7 3.25% 3.37%

11/01/2011 Interclick Inc. Pvd advertising platform svcs Innsbruck Acquisition Corp.

Pvd advertising platform svcs Tender Offer Cash $222.4 $215.3 $9.0 4.05% 4.18%

11/01/2011 INX Inc. Pvd data ctr solutions svcs Presidio Networked Solutions

Provide info tech services Going Private Cash $85.0 $78.0 $3.7 4.39% 4.78%

11/03/2011 Sonesta Intl Hotels Corp. Own,op hotels,resorts,cruises Sonesta Acquisition Corp. Real estate investment trust Going Private Cash $114.6 $130.7 $4.0 3.49% 3.06%

11/07/2011 Tekelec Mnfr,whl network mgmt equip

Titan Private Acquisition Corp.

Investment company Going Private Cash $761.8 $491.3 $15.0 1.97% 3.05%

11/07/2011 American Dental Partners Inc.

Pvd dental practice svcs JLL Crown Merger Sub LLC


11/07/2011 Force Protection Inc. Manufacture motor vehicles General Dynamics Corp. Mnfr aerospace,defense equip Tender Offer Cash $388.0 $266.1 $10.0 2.58% 3.76%

11/08/2011 McCormick & Schmicks Seafood

Own,op seafood restaurants MSA Co Inc. Own,op seafood restaurants Going Private Cash $130.3 $131.9 $3.9 2.99% 2.96%

11/21/2011 Pharmasset Inc. Mnfr pharm prod Royal Merger Sub II Inc. Biotechnology company Tender Offer Cash $10,996.3 $10,832.5 $331.9 3.02% 3.06%

11/21/2011 Transatlantic Holdings Inc. Pvd ins,reinsurance svcs Alleghany Corp. Pvd ppty,liability ins svcs Stock Swap Cash / Stock $3,685.6 $4,306.9 $115.0 3.12% 2.67%

11/30/2011 Magma Design Automation Inc.

Dvlp electn design software Synopsys Inc. Dvlp automation software Not Applicable Cash $620.7 $594.7 $27.5 4.43% 4.62%

12/03/2011 SuccessFactors Inc. Develop business software SAP America Inc. Dvlp business mgmt software Tender Offer Cash $3,605.2 $3,356.8 $112.5 3.12% 3.35%

12/08/2011 DemandTec Inc. Dvlp consumer mgmt software Cudgee Acquisition Corp. Pvd information tech services Not Applicable Cash $439.4 $379.8 $14.0 3.19% 3.69%

12/09/2011 Blue Coat Systems Inc. Mnfr,whl web sec hardware Blue Coat Systems Inc. SPV Special purpose acq vehicle Going Private Cash $1,238.2 $955.4 $39.0 3.15% 4.08%

12/13/2011 Synovis LIfe technologies Inc.

Mnfr,whl medical devices Baxter International Inc. Mnfr,whl biological products Not Applicable Cash $375.9 $316.7 $9.8 2.59% 3.08%

12/14/2011 Novellus Systems Inc. Mnfr advanced process equip Lam Research Corp. Mnfr wafer fabrication equip Stock Swap Stock $3,010.0 $2,652.9 $120.0 3.99% 4.52%

12/15/2011 SonoSite Inc. Mnfr,whl portable ultrasound Fujifilm Holdings Corp. Manufacture imaging Tender Offer Cash $796.2 $821.3 $24.9 3.13% 3.03%


12/15/2011 SonoSite Inc. Mnfr,whl portable ultrasound Fujifilm Holdings Corp. Manufacture imaging products


12/16/2011 Morton's Restaurant Group Inc.

Own,operate restaurants Landry's Inc. Own,op seafood restaurants Going Private Cash $116.8 $182.8 $3.5 3.00% 1.91%

12/16/2011 RSC Holdings Inc. Pvd equipment rental services United Rentals Inc. Pvd equipment rental services Not Applicable Cash / Stock $1,929.8 $4,186.4 $60.0 3.11% 1.43%


Detail





Target Term Fee

($ M)

Term Fee as a % of

Transaction Value

Term Fee as a % of

Enterprise Value

12/19/2011 Winn-Dixie Stores Inc. Own,op retail grocery stores Bi-Lo LLC Own,operate grocery stores Going Private Cash $534.2 $594.9 $19.6 3.67% 3.29%

12/21/2011 Delphi Financial Group Inc.

Insurance company Tokio Marine & Nichido Fire

Insurance company Not Applicable Cash $2,587.1 $3,101.4 $82.0 3.17% 2.64%

12/21/2011 WCA Waste Corp. Pvd waste mgmt,disposal svcs Cod Merger Co Inc. Investment company Going Private Cash $154.1 $526.9 $11.0 7.14% 2.09%

12/22/2011 RAM Energy Resources Inc.

Oil,gas exploration,prodn co Investor Group Investor group Going Private Cash $98.5 $293.7 $2.5 2.54% 0.85%

12/23/2011 Parlux Fragrances Inc. Mnfr,whl perfumes,beauty prod

Perfumania Holdings Inc. Wholesale perfumes,fragrances Stock Swap Cash / Stock $216.6 $204.5 $4.0 1.85% 1.96%

12/27/2011 Cogdell Spencer Inc. Real estate investment trust Ventas Inc. Real estate investment trust Not Applicable Cash $217.3 $706.0 $15.0 6.90% 2.12%


2011 Reverse Transaction Termination Fee Detail

2011 Reverse Transaction

Termination Fee Detail

Reverse Reverse





Reverse Term Fee

($ M)

Term Fee as a % of

Transaction Value

Term Fee as a % of

Enterprise Value

01/10/2011 Progress Energy Inc. Electric,gas utility company Duke Energy Corp. Pvd elec delivery svcs Stock Swap Stock $13,618.3 $25,578.3 $675.0 4.96% 2.64%

01/21/2011 NovaMed Inc. Own,op ambulatory surgery ctr

Surgery Partners Holdings LLC

Own,op ambulatory surgical ctr


01/23/2011 Smurfit-Stone Container Corp.

Mnfr paper-based pkg prod Rock-Tenn Co. Manufacture packaging products


01/26/2011 ProLogis Real estate investment trust AMB Property Corp. RE investment,development firm

Stock Swap Stock $8,364.5 $15,155.8 $210.0 2.51% 1.39%

01/29/2011 Massey Energy Co. Coal mining company Alpha Natural Resources Inc.

Coal mining co Stock Swap Cash / Stock $7,307.6 $8,175.9 $252.0 3.45% 3.08%

01/31/2011 Pre-Paid Legal Services Inc. Provide legal services MidOcean Partners LLP Private equity firm Going Private Cash $653.5 $603.8 $50.0 7.65% 8.28%

02/03/2011 Answers Corp. Pvd Internet search engine svc AFCV Holdiings LLC Investment holding company Going Private Cash $166.3 $145.1 $7.6 4.57% 5.24%

02/03/2011 Silverleaf Resorts Inc. Own,op time-share resorts SL Resort Holdings Inc. Investment company Going Private Cash $94.4 $496.4 $10.0 10.59% 2.01%

02/07/2011 Pride International Inc. Pvd oil,gas well drilling svcs Ensco PLC Oil,gas contract drilling Stock Swap Cash $7,306.4 $8,685.1 $260.0 3.56% 2.99%

02/08/2011 Retail Ventures Inc. Own,op footwear ret stores DSW Inc. Own,op shoe,handbag stores Stock Swap Stock $780.0 $918.1 $10.0 1.28% 1.09%

02/08/2011 RehabCare Group Inc. Pvd physical rehab mgmt svcs Kindred Healthcare Inc. Provide healthcare services Not Applicable Cash / Stock $916.5 $1,284.2 $62.0 6.76% 4.83%

02/09/2011 NYSE Euronext Inc. Pvd sec trading,brkg svcs Deutsche Boerse AG Provide stock exchange svcs Stock Swap Cash $10,164.3 $12,225.3 $250.0 2.46% 2.04%

02/14/2011 Emergency Medical Svcs Corp.

Pvd emergency med care svcs Clayton Dubilier & Rice LLC


02/17/2011 LaBranche & Co Inc. Securities brokerage firm Louisiana Merger Sub Inc. Special purpose acq vehicle Stock Swap Stock $192.8 NA $6.3 3.24% NA

02/22/2011 Frontier Oil Corp. Mnfr,whl crude oil,petro prod Holly Corp. Mnfr,whl refined petro prod Stock Swap Stock $2,853.9 $2,644.8 $80.0 2.80% 3.02%

02/22/2011 Tollgrade Communications Inc.

Develop network software Talon Merger Sub Inc. Investment holding company Going Private Cash $131.4 $59.2 $4.0 3.04% 6.76%

02/28/2011 Nationwide Health Properties

Real estate investment trust Ventas Inc. Real estate investment trust Stock Swap Stock $5,793.5 $7,263.1 $175.0 3.02% 2.41%




03/14/2011 Animal Health International

Wholesale animal health prod Buffalo Acquisition Inc. Wholesale animal health prod Going Private Cash $103.4 $246.7 $15.0 14.51% 6.08%

03/20/2011 T-Mobile USA, Inc. Pvd wireless telecommun svcs AT&T Inc. Pvd telecommunications svcs Not Applicable Cash / Stock $39,000.0 $38,891.0 $3,000.0 7.69% 7.71%



Reverse Reverse





Reverse Term Fee

($ M)

Term Fee as a % of

Transaction Value

Term Fee as a % of

Enterprise Value

03/21/2011 TGC Industries Inc. Pvd seismic data acq services 6446 Acquisition Corp. Pvd onshore seismic data svcs Stock Swap Stock $153.6 $153.9 $2.4 1.53% 1.53%

03/24/2011 drugstore.com Inc. Pvd ecommerce retail services Dover Subsidiary Inc. Own,operate drug stores Not Applicable Cash $414.2 $395.2 $15.0 3.63% 3.80%

03/28/2011 Rural/Metro Corp. Pvd medical transp svcs Warburg Pincus LLC Private equity firm Going Private Cash $437.8 $674.1 $33.8 7.73% 5.02%

04/01/2011 SRA International Inc. Pvd programming,consulting svc

Providence Equity Partners LLC


04/04/2011 National Semiconductor Corp.

Mnfr semiconductors,circuits Orion Merger Corp. Mnfr,whl semiconductors Not Applicable Cash $7,132.6 $7,274.8 $350.0 4.91% 4.81%

04/04/2011 Epicor Software Corp. Dvlp entrp business software Eagle Parent Inc. Investment holding company Going Private Cash $802.1 $945.5 $60.0 7.48% 6.35%


04/13/2011 Graham Packaging Co Inc. Mnfr,whl plastic containers Silgan Holdings Inc. Manufacture packaging products


04/18/2011 Synthes Inc. Mnfr,wholesale medical devices

Johnson & Johnson Mnfr,wholesale pharmaceuticals


04/26/2011 Smart Modular Technologies

Mnfr,whl electronic subsystems

Saleen Acquisition Inc. Special purpose acq vehicle Going Private Cash $587.2 $507.9 $58.1 9.89% 11.44%Technologies subsystems

04/27/2011 LoopNet Inc. Pvd online coml RE info svcs Lonestar Acquisition Sub Inc.

Special purpose acq vehicle Tender Offer Cash / Stock $991.2 $1,033.2 $51.6 5.21% 4.99%

04/28/2011 Constellation Energy Group Inc.

Electric,gas utility company Exelon Corp. Electric,gas utility company Stock Swap Stock $7,840.1 $11,430.5 $800.0 10.20% 7.00%

05/04/2011 Varian Semiconductor Equipment

Mnfr,whl semiconductor equip

Barcelona Acquisition Corp.

Mnfr,whl circuit fabrication Not Applicable Cash $4,751.2 $4,329.2 $200.0 4.21% 4.62%

05/04/2011 Kendle International Inc. Pvd clinical research svcs INC Research LLC Pvd contract research svcs Going Private Cash $228.9 $344.1 $25.0 10.92% 7.27%

05/05/2011 Green Bankshares,Greenville,TN

Bank holding company North American Finl Hldgs Inc.

Bank holding company Stock Swap Cash $241.1 NA $8.0 3.32% NA

05/06/2011 Warner Music Group Corp.

Provide recorded music svcs Access Industries Inc. Investment holding company Going Private Cash $1,305.9 $2,937.9 $60.0 4.59% 2.04%

05/10/2011 CKx Inc. Pvd motion picture prodn svcs Apollo Global Management LLC

Private equity firm Tender Offer Cash $509.4 $534.3 $40.0 7.85% 7.49%




05/18/2011 Nobel Learning Communities Inc.

Own,operate schools Leeds Equity Partners LLC Private equity firm Going Private Cash $127.7 $143.1 $5.0 3.91% 3.50%

05/24/2011 FPIC Insurance Group Inc. Provide insurance services Fountain Acquisition Corp.




Reverse Reverse





Reverse Term Fee

($ M)

Term Fee as a % of

Transaction Value

Term Fee as a % of

Enterprise Value


Electric utility company Cedar Acquisition Sub Inc. Electric,gas utility company Not Applicable Cash $470.3 $673.5 $2.0 0.43% 0.30%

06/01/2011 Herald National Bank Commercial bank BankUnited Inc. Commercial bank Stock Swap Cash / Stock $50.8 NA $5.0 9.84% NA

06/06/2011 Temple-Inland Inc. Mnfr packaging,forest products

International Paper Co. Mnfr,whl paper pkg prod Tender Offer Cash $3,819.0 $4,509.0 $200.0 5.24% 4.44%

06/12/2011 Transatlantic Holdings Inc. Pvd ins,reinsurance svcs Allied World Assurance Co. Hldg

Insurance holding company Stock Swap Cash $3,192.6 $3,867.0 $115.0 3.60% 2.97%

06/13/2011 EMS Technologies Inc. Pvd wireless telecommun svcs Honeywell International Inc.

Mnfr aerospace,auto prod Tender Offer Cash / Stock $522.4 $490.4 $19.6 3.75% 4.00%

06/13/2011 Gerber Scientific Inc. Pvd software dvlp svcs Vector Capital Corp. Private equity firm Going Private Cash $276.5 $290.0 $16.9 6.11% 5.83%


06/16/2011 MediaMind Technologies Inc.

Pvd online campaign mgt svcs DG FastChannel Inc. Pvd digital media advg svcs Tender Offer Cash $497.9 $395.5 $40.0 8.03% 10.11%

06/17/2011 BJ's Wholesale Club Inc. Own,op misc merchandise store

BJ's Wholesale Club Inc. SPV

Special purpose acq vehicle Going Private Cash / Stock $2,862.9 $2,692.8 $175.0 6.11% 6.50%

06/27/2011 Continucare Corp. Provide medical services Cab Merger Sub Inc. Pvd med group practice svcs Not Applicable Cash / Stock $414.3 $369.7 $12.0 2.90% 3.25%

07/01/2011 Blackboard Inc. Develop enterprise software Bulldog Acquisition Sub Inc.


07/05/2011 Immucor Inc. Mnfr,whl reagents IVD Acquisition Corp. Investment company Going Private Cash $1,923.6 $1,621.0 $90.0 4.68% 5.55%

07/12/2011 Conmed Healthcare Mgmt Inc.

Provide healthcare services Ayelet Investments LLC Investment company Going Private Cash $62.2 $47.5 $2.3 3.69% 4.82%

07/13/2011 Kinetic Concepts Inc. Mnfr,whl therapeutic beds Chiron Holdings Inc. Special purpose acq vehicle Going Private Cash $5,139.0 $5,765.4 $317.2 6.17% 5.50%

07/20/2011 Allos Therapeutics Inc. Biopharmaceutical company AMAG Pharmaceuticals Inc.

Biopharmaceutical company Stock Swap Stock $258.2 $148.5 $14.0 5.42% 9.43%

07/20/2011 Nalco Holding Co. Provide water treatment svcs Ecolab Inc. Mnfr,whl cleaning products Stock Swap Cash / Stock $5,411.9 $8,110.4 $275.0 5.08% 3.39%

07/21/2011 Medco Health Solutions Inc.

Pvd pharmaceutical mgmt svcs Express Scripts Inc. Pvd pharmacy benefit mgmt svcs


08/04/2011 Emdeon Inc. Develop payment mgmt Blackstone Capital Private equity firm Going Private Cash $2,200.5 $3,026.8 $153.0 6.95% 5.05%


08/04/2011 Emdeon Inc. Develop payment mgmt software

Blackstone Capital Partners VI


08/15/2011 Motorola Mobility Holdings Inc.

Mnfr,whl communication prod

Google Inc. Pvd internet search engine svc Not Applicable Cash $12,102.8 $9,053.8 $2,500.0 20.66% 27.61%

08/16/2011 Renaissance Learning Inc. Dvlp educational software Raphael Acquisition Corp. Private equity firm Going Private Cash $436.1 $426.8 $26.0 5.96% 6.09%



Reverse Reverse





Reverse Term Fee

($ M)

Term Fee as a % of

Transaction Value

Term Fee as a % of

Enterprise Value

10/03/2011 Pharmaceutical Prod Dvlp Inc.

Pvd research,development svcs Pharm Product Dvlp Inc. SPV

Special purpose acq vehicle Going Private Cash $3,870.9 $3,387.0 $251.8 6.50% 7.43%

10/10/2011 Complete Production Svcs Inc.

Provide oil,gas field services Superior Energy Services Inc.

Provide oilfield services Stock Swap Cash / Stock $2,672.3 $3,114.0 $70.0 2.62% 2.25%

10/11/2011 99 Cents Only Stores Own,operate variety stores Investor Group Investor group Going Private Cash $1,563.2 $1,349.3 $94.5 6.05% 7.00%

11/07/2011 Tekelec Mnfr,whl network mgmt equip

Titan Private Acquisition Corp.

Investment company Going Private Cash $761.8 $491.3 $40.0 5.25% 8.14%

11/07/2011 American Dental Partners Inc.

Pvd dental practice svcs JLL Crown Merger Sub LLC


11/21/2011 Transatlantic Holdings Inc. Pvd ins,reinsurance svcs Alleghany Corp. Pvd ppty,liability ins svcs Stock Swap Cash / Stock $3,685.6 $4,306.9 $115.0 3.12% 2.67%

11/30/2011 Magma Design Automation Inc.

Dvlp electn design software Synopsys Inc. Dvlp automation software Not Applicable Cash $620.7 $594.7 $30.0 4.83% 5.04%

12/09/2011 Blue Coat Systems Inc. Mnfr,whl web sec hardware Blue Coat Systems Inc. SPV Special purpose acq vehicle Going Private Cash $1,238.2 $955.4 $73.0 5.90% 7.64%

12/14/2011 Novellus Systems Inc. Mnfr advanced process equip Lam Research Corp. Mnfr wafer fabrication equip Stock Swap Stock $3,010.0 $2,652.9 $120.0 3.99% 4.52%

12/16/2011 RSC Holdings Inc. Pvd equipment rental services United Rentals Inc. Pvd equipment rental services Not Applicable Cash / Stock $1,929.8 $4,186.4 $107.5 5.57% 2.57%

12/19/2011 Winn-Dixie Stores Inc. Own,op retail grocery stores Bi-Lo LLC Own,operate grocery stores Going Private Cash $534.2 $594.9 $72.8 13.63% 12.24%

12/21/2011 WCA Waste Corp. Pvd waste mgmt,disposal svcs Cod Merger Co Inc. Investment company Going Private Cash $154.1 $526.9 $16.5 10.71% 3.13%

12/22/2011 RAM Energy Resources Inc.

Oil,gas exploration,prodn co Investor Group Investor group Going Private Cash $98.5 $293.7 $5.0 5.08% 1.70%

12/23/2011 Parlux Fragrances Inc. Mnfr,whl perfumes,beauty Perfumania Holdings Inc. Wholesale perfumes,fragrances Stock Swap Cash / Stock $216.6 $204.5 $4.0 1.85% 1.96%prod

12/27/2011 Cogdell Spencer Inc. Real estate investment trust Ventas Inc. Real estate investment trust Not Applicable Cash $217.3 $706.0 $15.0 6.90% 2.12%


About Houlihan Lokey

About Houlihan LokeyAbout Houlihan Lokey

Houlihan Lokey is an international investment bank with expertise in mergers and acquisitions, capitalmarkets, financial restructuring, and valuation. The firm is ranked globally as the No. 1 restructuringadvisor, the No. 1 M&A fairness opinion advisor over the past 10 years, and the No. 1 M&A advisor forp p yU.S. transactions under $1 billion, according to Thomson Reuters. Houlihan Lokey has been advisingclients for more than 40 years and now has 14 offices and 850 employees in the United States, Europe andAsia. The firm serves over 1,000 clients each year, ranging from closely held companies to Global 500corporations. For more information, visit www.HL.com.

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DisclaimerDisclaimer

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2011 HL Transaction Termination Fee Study APedits · Houlihan Lokey’s 2011 Transaction Termination Fee Study ... a percentage of transaction value for deals announced in 2011