Transaction Termination Fee Study

8/10/2019 Transaction Termination Fee Study

http://slidepdf.com/reader/full/transaction-termination-fee-study 1/42

MERGERS & ACQUISITIONS

CAPITAL MARKETS

FINANCIAL RESTRUCTURING

FINANCIAL ADVISORY SERVICES

HL.com

2012 Transaction Termination Fee Study

June 2013



Table of Contents

Page

2012 Transaction Termination Fee Study Summary 2

2012 Transaction Termination Fee Detail 24

2012 Reverse Transaction Termination Fee Detail 33

About Houlihan Lokey 38

Disclaimer 40

2012 TransactionTermination Fee

Study

1



2012 Transaction Termination Fee Study Summary





Transaction Termination Fees2012 TransactionTermination FeeStudy Summary

4

Given the time and expense involved in negotiating and structuring a proposed transaction, acquirers are continuously looking forcreative ways to deter competing bids before the consummation of a transaction. Protective devices used by acquirers are heavilynegotiated and may include termination fees, “lockup” agreements and “no-shop” provisions. Conversely, in seeking to maximizestockholder value, boards of directors 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 typically payable by the target to theacquirer 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 agreement rather than proceedwith the stockholder vote; or

The original bid fails for some other specified reason, such as being voted down by the stockholders, after a competing proposalhas 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 the bidder will receive a material“consolation prize” to defray its investment—in time, out-of-pocket expense and opportunity cost—if the transaction is notconsummated. On the other hand, termination fees protect the acquirer by effectively increasing the price that a third-party bidderwill need to pay in order to consummate a competing transaction.



Enterprise and Transaction Values2012 TransactionTermination FeeStudy Summary

5

Of the 158 transactions reviewed in 2012, the mean transaction value equaled approximately $1.3 billion, a 43.4% decrease fromthe 2011 mean transaction value of approximately $2.2 billion. The mean enterprise value equaled approximately $1.7 billion, a40.8% decrease from the 2011 mean enterprise value of approximately $2.9 billion.

The median transaction value in 2012 equaled $409.8 million, a 28.3% decrease from the 2011 median transaction value of$571.4 million. The median enterprise value equaled $662.9 million, which was 1.6% lower than the 2011 median enterprise valueof $673.5 million.

Enterprise and Transaction Value Annual Summary

($ in millions)

Transaction Value Enterprise Value(1)

2012 2011 2010 2009 2008 2012 2011 2010 2009 2008

Mean $1,267.8 $2,238.0 $1,329.7 $2,746.6 $1,852.8 $1,695.2 $2,865.5 $1,596.2 $3,216.8 $2,287.9

Median $409.8 $571.4 $419.6 $300.0 $263.0 $662.9 $673.5 $475.5 $360.4 $355.4

No. of Transactions 158 166 184 99 146 129 153 159 95 129

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



Transaction Termination Fees - Transaction Value2012 TransactionTermination FeeStudy Summary

6

In the 2012 Study, termination fees as a percentage of transaction value ranged from 1.0% to 10.9%, with a mean and median of3.5%.

The 1.0% termination fee was observed in the $2.5 billion proposed acquisition of Quest Software, Inc. by Insight VenturePartners and Vector Capital.

The 10.9% termination fee was observed in Tempur-Pedic International Inc.’s $230 million acquisition of Sealy Corporation.

The median termination fees as a percentage of transaction value for deals announced in 2012 increased slightly compared to2011 levels.

Transaction Termination Fees as a Percentage ofTransaction Value

2012 2011 2010 2009 2008

Mean 3.5% 3.3% 3.5% 3.5% 3.4%

Median 3.5% 3.2% 3.3% 3.4% 3.3%

Sources: Thomson Reuters.



Transaction Termination Fees - Transaction Value(cont.)

2012 TransactionTermination FeeStudy Summary

7

The distribution of termination fees as a percentage of transaction value generally resembles a classic bell curve, with most resultsclustered around the observed mean (3.5%) and median (3.5%).

Distribution of Termination Fee Percentages

Source: Thomson Reuters.

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

30.0%

35.0%

< 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%

P e r c e n t a g e o f T o t a l T r a n s a c

t i o n s

Termination Fee as a Percentage of Transaction Value

2008

2009

2010

2011

2012




8

Termination fees as a percentage of enterprise value were analyzed for deals announced from 2008 through 2012. Due to theinclusion of debt, the enterprise value (the denominator in the fee percentage calculation) is typically greater than transaction value.Accordingly, the observed median termination fees based on enterprise value of 3.2% in 2009, 3.1% in 2011 and 3.1% in 2012,are slightly lower than that observed (3.4% in 2009, 3.2% in 2011 and 3.5% in 2012) using transaction values. In 2008 and 2010,the median termination fees as a percentage of enterprise value (3.3%) were equivalent to the observed median using transactionvalues (3.3%).


Transaction Termination Fees as a Percentage of

Enterprise Value(1)

2012 2011 2010 2009 2008

Mean 3.4% 3.2% 3.4% 3.6% 3.8%

Median 3.1% 3.1% 3.3% 3.2% 3.3%

Transaction Termination Fees - Enterprise Value



Transaction Termination Fees - Enterprise Value (cont.)2012 TransactionTermination FeeStudy Summary

9

The distribution of termination fees as a percentage of enterprise value appears to be slightly weighted toward fees (as a percentageof enterprise value) at and above the mean (3.4%) and median (3.1%).

Distribution of Termination Fee Percentages


0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

< 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%

P

e r c e n t a g e o f T o t a l T r a n s a

c t i o n s

Termination Fee as a Percentage of Enterprise Value

2008

2009

2010

2011

2012



Transaction Termination Fees – Semi-annual Summary2012 TransactionTermination FeeStudy Summary

10

The number of transactions announced increased in the second half of 2012. The median size of transactions throughout 2012remained below the median transaction and enterprise values observed in 2007 ($790.6 million and $1.1 billion, respectively), butcontinued to exceed the values observed during the recession.

In dollar terms, the median termination fee increased from $9.9 million in the first half of 2012 to $20.0 million in the second halfof 2012, reflecting an increase in the size of observed deals (e.g., median transaction value increased from $266.2 million to $627.5million). The median termination fee decreased slightly as a percentage of both the transaction value and enterprise value in thesecond half of 2012.

2012 Termination Fee Summary($ in millions)

First Half of 2012 Second Half of 2012

No. of Transactions 73 85

Median Transaction Value $266.2 $627.5

Median Enterprise Value (1) $319.8 $885.1

Median Termination Fee $9.9 $20.0

Median Fee as a Percentage of Transaction Value 3.5% 3.3%

Median Fee as a Percentage of Enterprise Value (1) 3.3% 2.9%





11

In the 2012 Study, 49 deals had transaction values greater than $1 billion, compared with 64 in 2011. These billion-dollartransactions accounted for 31.0% of the sample in 2012, compared to 38.6% in 2011, 29.3% in 2010, 26.3% in 2009 and 28.8%in 2008. For these deals, the median termination fee as a percentage of transaction value was 3.2% in 2012, a slight increase from2011.

In dollar terms, the highest termination fee among the transactions in 2012 was observed in SoftBank Corp.’s $28.8 billion pendingacquisition of Sprint Nextel Corporation (termination fee of $600 million, or 2.1% of transaction value).

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

No. ofTransactions

Median Transaction Value

Median Termination Fee

Median Termination Feeas a Percentage of

Transaction Value (1)

Transaction Size 2012 2011 2012 2011 2012 2011 2012 2011

$50 million to $250 million 60 45 $105.4 $131.4 $4.0 $4.4 3.7% 3.5%


$500 million to $1 billion 27 25 $705.8 $656.9 $24.0 $20.0 3.4% 3.3%

More than $1 billion 49 64 $2,581.2 $3,410.9 $75.0 $113.8 3.2% 3.1%All 158 166 $409.8 $571.4 $14.8 $19.3 3.5% 3.2%

Sources: 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.

Termination Fees by Transaction Size - TransactionValue



Termination Fees by Transaction Size - Distributionof Termination Fees


12

In dollar terms, termination fees tend to be heavily weighted toward the lower end of the distribution curve. This was lesspronounced in recent years because the median transaction value continued to increase from $263 million in 2008 to $409.8million in 2012.

Approximately 41.1% of the deals sampled in the 2012 Study had termination fees of less than $10 million, compared with 33.1%in 2011, 41.3% in 2010, 48.0% in 2009 and 51.4% in 2008.


Distribution of Termination Fees

0%

5%

10%

15%

20%

25%

30%

35%

40%

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

P e r c e n t a

g e o f T o t a l T r a n s a c t i o n s

Termination Fee ($ millions)

2008

2009

2010

2011

2012




13

In the 2012 Study, 49 deals had enterprise values greater than $1 billion compared with 66 deals in 2011. These billion-dollartransactions accounted for approximately 38.0% of the sample in 2012, compared to 43.1% in 2011, 34.6% in 2010, 30.5% in2009 and 34.1% in 2008. Within this segment of the sample, the median termination fee was 2.8% of enterprise value, an increasefrom 2.7% in 2011.

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

Termination Fees by Enterprise Value(1)

($ in millions)

No. ofTransactions

Median Enterprise Value

Median Termination Fee

Median TerminationFee as a Percentage of

Enterprise Value(2)

Deal Size (Enterprise Value) 2012 2011 2012 2011 2012 2011 2012 2011

Less than $250 million 39 34 $120.9 $137.5 $4.0 $4.0 3.6% 3.7%


$500 million to $1 billion 22 23 $756.1 $642.4 $19.4 $19.6 2.7% 3.0%

More than $1 billion 49 66 $2,395.2 $3,541.7 $64.0 $109.3 2.8% 2.7%

All 129 153 $662.9 $673.5 $16.6 $20.0 3.1% 3.1%

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.

Termination Fees by Transaction Size - EnterpriseValue



Termination Fees by Consideration Form2012 TransactionTermination FeeStudy Summary

14

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 2012, a slightly smaller percentage of the transactions were structured using cash considerationcompared to 2011, with a corresponding increase in cash and stock transactions.

Termination Fee by Consideration Form ($ in millions)

No. of Transactions Median

Median Termination FeeMedian Termination Fee as a Percentage of

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

Consideration Form 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011

All Stock 13 17 $106.0 $994.7 $3,080.0 $2,247.3 $6.0 $40.0 3.7% 3.5% 1.8% 2.1%

All Cash 109 120 $414.3 $492.4 $580.0 $530.6 $14.7 $17.0 3.4% 3.2% 3.1% 3.2%

Cash and Stock 36 29 $556.1 $916.5 $1,002.3 $2,903.4 $20.0 $25.8 3.5% 3.1% 3.1% 2.6%

All 158 166 $409.8 $571.4 $662.9 $673.5 $14.8 $19.3 3.5% 3.2% 3.1% 3.1%

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.



Termination Fees by Acquisition Type2012 TransactionTermination FeeStudy Summary

15

Transaction fees in 2012 were only somewhat affected by the nature of the transactions.

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

44 transactions involved public targets going private, with median termination fees of 3.4% and 3.0% of transaction andenterprise values, respectively. The remaining 114, non-going-private transactions yielded median termination fees of 3.5%and 3.1% of transaction and enterprise values, respectively.

We also compared termination fees paid in transactions involving strategic buyers to those paid in transactions involvingfinancial buyers. A strategic buyer is defined, for the purposes of our study, as a buyer in the same industry, or a buyer seeking tovertically or horizontally integrate (including private equity platform add-ons); a financial buyer is defined as a buyer seeking to

profit by making an acquisition, but not necessarily by expanding its own business operations. For the 121 transactions involving acquirers we considered strategic, the median termination fees equaled 3.5% and 3.1% of

transaction and enterprise values, respectively. The remaining 37 transactions involved financial acquirers and had mediantermination fees of 3.4% and 2.8% of transaction and enterprise values, respectively.



Bifurcated Termination Fees2012 TransactionTermination FeeStudy Summary

16

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 2012 Study, 21transactions (13.3% of sample) included bifurcated termination fees.

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

Sources: Thomson Reuters and public filings.

Bifurcated Termination Fees for Deals Announced in 2011Bifurcated Termination Fees for Deals Announced in 2012

1.8% 1.8%

3.2%3.4%

0.0%

0.5%

1.0%

1.5%

2.0%

2.5%

3.0%

3.5%

4.0%

During Go-Shop Period After Go-Shop Period

Median Termination Fee as a Percentageof Enterprise Value

Median Termination Fee as a Percentageof Transaction Value

1.6%1.8%

3.4% 3.4%

0.0%

0.5%

1.0%

1.5%

2.0%

2.5%

3.0%

3.5%

4.0%

During Go-Shop Period After Go-Shop Period

Median Termination Fee as a Percentageof Enterprise Value

Median Termination Fee as a Percentageof Transaction Value



Transaction Termination Fees in Court2012 TransactionTermination FeeStudy Summary

17

The Delaware courts have found termination fees to be an acceptable and customary component of M&A transactions. However, atarget company’s board of directors can face criticism if the agreed-upon termination fee (alone or in conjunction with otherprotective provisions) is sufficiently onerous to dissuade or prevent another potential bidder from making a superior offer for thetarget.

In assessing the reasonableness of termination fees, the Delaware Chancery Court (the Court) has refused to establish a bright-linerule as to the maximum permissible size of a termination fee. Instead, the Court has insisted that each case be decided on theparticular facts and circumstances surrounding the transaction. 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 feerequires a “nuanced fact intensive inquiry.” That inquiry requires the Court to “consider a number of factors, including withoutlimitation: the overall size of the termination fee, as well as its percentage value; the benefits to shareholders, including a premium(if any) that directors seek to protect; the absolute size of the transaction, as well as the relative size of the partners to the merger;the degree to which a counterparty found such protections to be crucial to the deal, bearing in mind differences in bargainingpower; and the preclusive or coercive power of all deal protections included in a transaction, taken as a whole.” See LouisianaMunicipal Police Employees’ Retirement System v. Crawford , 918 A.2d 1172 (Del. Ch. 2007).

The reasonableness of termination fees was recently assessed in three cases decided by the Court: In re Novell, Inc. S’holder Litig.,Consol. C.A. No 6032-VCN, 2012 WL 6761017 (Del. Ch. Jan. 3, 2013) (Novell ) , In re Synthes, Inc. S’holder Litig., 50 A.3d 1022,1030 (Del. Ch. 2012) (Synthes) and In re Plains Exploration & Production Company S’holder Litig., Consol. C.A. No. 8090-VCN(Del. Ch. May 9, 2013) (Plains Exploration).

Source: Court documents.



Transaction Termination Fees in Court (cont.)2012 TransactionTermination FeeStudy Summary

18

In Novell , the plaintiffs argued that the termination fee constituted 8% of the actual purchase price and was therefore actionable.The Court rejected the argument indicating that the proper measure of the termination fee (due to substantial cash proceeds from aconcurrent patent sale) was based on its percentage (2.7%) of equity value. In reaching its conclusion the Court cited to In reCogent , 7 A.3d 487, 502 (Del. Ch. 2010), which rejected an attempt to omit cash from the termination fee calculation and In reDollar Thrifty, 14 A.3d 573, 619 (Del. Ch. 2010) which rejected the plaintiff’s attempt to omit a special dividend, stock options andunits from the calculation of the termination fee.

In Synthes, the Court approved a termination fee which “represented approximately 3.05% of the equity value of the [m]erger atthe time of signing, and an even lower percentage of enterprise value (approximately 2.9%).” Citing to In re Lear Corp. S’holderLitig., 926 A.2d 94, 120 (Del. Ch. 2007), the Court observed the enterprise value is “typically the more relevant measure forassessing the preclusive effect of a termination fee on a materially better topping bid.” In Lear, the Court had explained that theenterprise value metric is arguably more instructive than the equity value metric for assessing the preclusive effect of a terminationfee because “most acquisitions require the buyer to pay for the company’s equity and refinance all of its debt.”

In Plains Exploration, the Court approved a 3% termination as “not unreasonable.” The Court noted that “termination fees inexcess of three percent have been deemed reasonable by this Court before.”

The signpost for the outer limit of acceptability remains Phelps Dodge Corp. v. Cyprus Amax Minerals Co., 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 itsbreaking point.” Another judicial warning is Vice Chancellor Strine’s admonition in Toys “R” Us that, in mega-deals, the absolute

size of a termination fee can 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’.”

Source: Court documents.



Reverse Breakup Fees2012 TransactionTermination FeeStudy Summary

19

Prior to 2005, private equity transactions were typically subject to financing conditions that would allow the buyer to terminate thedeal if debt financing was unavailable. As competition among private equity firms increased and financing became readily available,

targets began to require private equity buyers to absorb more of the financing risk and to provide recourse, in the form of “reversebreakup fees,” which are fees 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 rationale behind such fees is tocompensate the target for the risk that “committed” financing does not fund and the transaction does not close.

With the addition of a fund commitment or guarantee, financial sponsors sought to limit the exposure of their investors by seekinga cap on the maximum extent of the fund’s exposure for a failed deal. Sponsors were generally successful in this effort and thereverse termination fee quickly became a ceiling on a fund’s liability for intentionally breaching the agreement.

In the aftermath of the numerous transactions that were abandoned in late 2007 and 2008, sellers became more concerned aboutthe optionality created by the reverse termination fee structure. As a result, among other things, reverse breakup fees increased inmagnitude, with the median percentage of transaction value increasing to 4.7% in 2009 from 3.5% in 2008 and the medianpercentage of enterprise value increasing to 4.1% in 2009 from 3.2% in 2008. Reverse breakup fees remained at these elevatedlevels in 2010 (4.5% of transaction value and enterprise value), 2011 (5.1% of transaction value and 4.5% of enterprise value) and2012 (5.0% of transaction value and 4.7% of enterprise value).

In recognition, however, of the turbulent financing markets, two-tier fees were not uncommon, with a lower fee payable if theclosing did not occur due to a financing failure rather than a willful failure. For example during 2011, in connection with its

acquisition of Emdeon Inc., Blackstone Capital Partners VI agreed to a reverse termination fee of 3.6% of transaction value in theevent it was unable to raise financing; but a 7.0% reverse termination fee for a "willful breach" of the merger agreement. Similarly,in 2011, 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.

Source: Thomson Reuters and public filings.



Reverse Breakup Fees (cont.)2012 TransactionTermination FeeStudy Summary

20

Beginning in 2008, a number of strategic cash deals began to duplicate the private equity reverse break fee structure. Historically,sellers had had less deal protection concerns with strategic buyers than with private equity buyers. However, with the state of the

financing markets and the fact that banks had begun to introduce greater conditionality into their commitments, that attitudechanged. In April 2008, the $23 billion Mars Inc./Wm. Wrigley Jr. Co. deal became the first large strategic deal to be structuredwith a private 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.’smerger agreement with Motorola Mobility Holdings, Inc. (Motorola Mobility) required Google to pay a reverse termination fee of$2.5 billion (20.7% of transaction value and 27.6% of enterprise value) if antitrust clearance is not obtained and the transaction isterminated as a result. Similarly, AT&T Inc. (AT&T) agreed to pay a $3.0 billion reverse termination fee (7.7% of transaction valueand enterprise value) to Deutsche Telekom AG in connection with AT&T’s proposed acquisition of T-Mobile USA, Inc., which wasultimately blocked for antitrust reasons. This represents the largest triggered reverse termination fee on record.

Commentators have noted that forward and reverse termination fees serve different functions and should be analyzed differently.Target termination fees have the potential to foreclose a competitive bidding process, against the interests of shareholders of thetarget, by making acquisitions prohibitively expensive for bidders late to approach the target. Accordingly, courts have expressedconcern that termination fees greater than approximately 3% of the purchase price may interfere with the Revlon duties of asellers’ board to secure the highest price under the circumstances. Reverse termination fees, by contrast, raise no such obviousconcerns because they do not increase the cost of a bidding contest for later bidders.

Source: Thomson Reuters and public filings.




21

Of the 158 transactions reviewed in the 2012 Study, 69 (approximately 44%) had reverse breakup fees, with median fees of 5.0%and 4.7% of transaction and enterprise values, respectively. In 2011, 73 (44%) of the 166 transactions reviewed had reciprocal

termination fees, with median fees of 5.1% and 4.5% of transaction and enterprise values, respectively.

Reverse Breakup Fee Summary($ in millions)

2012 2011

No. of Transactions 69 73

Median Transaction Value $405.3 $991.2

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

Median Acquirer Fee as a Percentage of Transaction Value 5.0% 5.1%

Median Enterprise Value $558.7 $1,191.2

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

Median Acquirer Fee as a Percentage of Enterprise Value 4.7% 4.5%

Percentage with Identical Termination Fee 27.6% 32.9%

Percentage with Target Fee Higher than Acquirer Fee 13.0% 6.8%

Percentage with Acquirer Fee Higher than Target Fee 59.4% 60.3%





22

In 2011 and 2012, reverse breakup fees as a percentage of transaction and enterprise values were significantly higher intransactions involving financial buyers.

Reverse Breakup Fee Summary($ in millions)

2012 Transactions 2011 Transactions

Strategic

Buyers

Financial

Buyers

Strategic

Buyers

Financial

Buyers

No. of Transactions 38 31 42 31

Median Transaction Value $524.9 $333.2 $2,763.1 $534.2

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

Median Acquirer Fee as a Percentage of Transaction Value 3.8% 6.1% 3.6% 6.2%

Median Enterprise Value $640.7 $361.2 $3,963.9 $564.6

Median Target Fee as a Percentage of Enterprise Value 2.8% 2.7% 2.6% 3.0%

Median Acquirer Fee as a Percentage of Enterprise Value 3.9% 4.9% 3.0% 6.0%




Analysis of Withdrawn Transactions2012 TransactionTermination FeeStudy Summary

23

Of the 158 transactions reviewed in the 2012 Study, only three (1.9%) were terminated. One of these proposals was withdrawnbecause the target company received a superior proposal during the go-shop period, one was terminated due to antitrust issues and

one was terminated because of a material adverse effect on the target’s financial condition prior to the close of the transaction.

Termination fees were paid for two of the three withdrawn transactions.

Reasons for Termination of Transactions in 2012

Sources: Press releases and public filings.

Superior Proposal33.3%

Antitrust Issues33.3%

Material AdverseEffect

33.3%



2012 Transaction Termination Fee Detail



2012 T ti




Detail

26Source: Thomson Reuters.

Date

Announced Status 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

03/07/2012 Completed Transcend Services Inc. Pvd clinical documentation svc Townsend Merger Corp. Dvlp speech,imaging software Tender Offer Cash $333.2 $319.8 $9.9 2.98% 3.11%

03/09/2012 Withdrawn Ques t Sof tware, I nc. Dv lp entrp sys mgmt sof tware Insight Venture Partner s;

Vector Capital

Investor group Going Private Cash $2,456.0 $2,296.9 $25.0 1.02% 1.09%

03/12/2012 Completed ZOLL Medical Corp. Mnfr,whl med equip Asahi Kasei Corp. Mnfr,whl ind chem Tender Offer Cash $2,200.3 $2,122.1 $64.0 2.91% 3.02%

03/13/2012 Completed Midas Inc. Pvd automotive repair svcs TBC Corp. Wholesales tires,batteries Tender Offer Cash $170.1 $273.0 $6.9 4.05% 2.52%

03/13/2012 Complet ed Grea t Wolf Resor ts Inc. Own,op indoor waterpark

resort

K-9 Acquisition Inc. Investment company Tender Offer Cash $258.3 $724.1 $7.0 2.71% 0.97%

03/19/2012 Completed Adams Golf Inc. Manufacture,whl golf clubs Taylor Made Golf Co Inc. Wholesale golf equipments Going Private Cash $90.7 $72.5 $3.6 4.00% 5.00%

03/19/2012 Completed AboveNet Inc. Pvd bandwidth connectivity

svc

Zayo Group LLC Pvd bandwidth solution svcs Going Private Cash $2,210.0 $2,143.1 $75.0 3.39% 3.50%

03/26/2012 Completed Opnext Inc. Manufacture fiber optic cables Oclaro Inc. Mnfr,whl optical components Stock Swap Stock $171.8 $131.9 $6.0 3.49% 4.55%

03/26/2012 Completed ISTA Pharmaceuticals Inc. Mnfr ophthalmic pharm prod Bausch & Lomb Inc. Mnfr opthalmic prod Going Private Cash $514.5 $510.6 $13.8 2.67% 2.69%

0 3/2 7/2 01 2 Co mp leted So uth ern Co mmun ity

Finan Corp.

Bank holding company Capital Bank Financial

Corp.

Bank holding company Going Private Cash / Stock $52.3 NA $4.0 7.64% NA

04/04/2012 Completed DDi Corp. Mnfr printed circuit boards Viasystems Group Inc. Mnfr printed circuit boards Not Applicable Cash $266.2 $252.1 $9.8 3.68% 3.89%

04/05/2012 Complet ed A llos T herapeutics I nc. Biopharmaceutica l company Spect rum Pharmaceutica ls

Inc.

Biopharmaceutical company Tender Offer Cash $194.7 $101.0 $7.5 3.85% 7.43%

04/10/2012 Completed eResearchTechnology Inc. Pvd clinical software services Genstar Capital LLC Private equity firm Going Private Cash $393.9 $368.5 $11.0 2.79% 2.99%

04/10/2012 Completed X-Rite Inc. Mnfr color measurement

equip

Danaher Corp. Mnfr tools,control equipment Tender Offer Cash $486.2 $625.6 $16.6 3.41% 2.65%

04/16/2012 Completed Dreams Inc. Own,op sport memorabilia

store

Fanatics Inc. Pvd ecommerce retail svcs Not Applicable Cash $154.1 $178.4 $5.5 3.57% 3.08%

0 4/1 6/2 01 2 Co mp leted Th e Ed elman Fin ancial

Group

Pvd asset management svcs Lee Equity Partners LLC Private equity firm Going Private Cash $257.9 NA $8.0 3.10% NA

04/17/2012 Completed SRS Labs Inc. Mnfr audio tech prods DTS Inc. Pvd ent tech Not Applicable Cash / Stock $193.7 $158.8 $7.5 3.87% 4.72%

04/18/2012 Completed Knology Inc. Pvd commun,entertainment

svcs

WOW! Internet Service Provider{ISP} Going Private Cash $750.3 $1,412.2 $25.0 3.33% 1.77%

04/18/2012 Complet ed Cata lys t Hea lth Solutions

Inc.

Pvd pharmacy benefit mgmt

svcs

SXC Health Solutions

Corp.

Pvd info tech solutions svcs Stock Swap Cash / Stock $4,086.5 $4,304.0 $134.5 3.29% 3.12%

0 4/1 9/2 01 2 Co mp leted Hu man Geno me Scien ces

Inc.

Mnfr biopharmaceutical prod GlaxoSmithKline PLC Manufacture,whl

pharmaceutical

Tender Offer Cash $2,910.1 $3,269.2 $115.0 3.95% 3.52%

2012 T ti




Detail


Date


Acquisition


Transaction

Value

($ M)

Enterprise

Value

($ M)

Target

Term Fee

($ M)

Term Fee as

a % of

Transaction

Value

Term Fee as

a % of

Enterprise

Value

04/23/2012 Completed Ardea Biosciences Inc. Biotechnology company AstraZeneca PLC Mnfr,whl pharmaceutical prod Not Applicable Cash $1,245.4 $1,032.7 $41.0 3.29% 3.97%

04/25/2012 Completed GeoResources Inc. Oil,gas exploration,prodn co Halcon Resources Corp. Oil,gas exploration,prodn co Stock Swap Cash / Stock $1,048.9 $1,083.0 $27.8 2.65% 2.57%

04/30/2012 Withdrawn PLX Technology Inc. Mnfr,wholesale

semiconductors

Integrated Device Tech Inc. Mnfr,wholesale

semiconductors

Tender Offer Cash / Stock $326.0 $319.3 $13.2 4.05% 4.13%

04/30/2012 Completed Gen-Probe Inc. Mnfr,whl diagnostic

instrument

Hologic Inc. Mnfr,whl diagnostic products Not Applicable Cash $3,918.9 $3,853.7 $128.0 3.27% 3.32%

04/30/2012 Completed Sunoco Inc. Mnfr,whl petroleum products Energy Transfer Partners

LP

Own,op natural gas pipelines Stock Swap Cash / Stock $5,262.5 $5,849.5 $225.0 4.28% 3.85%

0 4/3 0/2 01 2 Co mp leted Cen tral BanC orp . In c.,MA Ban k h old ing co mp an y In dep en den t Ban k

Corp.,MA

Bank holding company Stock Swap Cash / Stock $54.8 NA $2.2 4.01% NA

05/01/2012 Completed Imperial Sugar Co Produce,wholesale sugar Louis Dreyfus

Commodities LLC

Wholesale commodities Going Private Cash $77.7 $146.2 $3.5 4.50% 2.39%

0 5/0 1/2 01 2 Co mp leted Eas yLin k Ser vices I ntl

Corp.

Pvd electronic messaging svcs Open Text Corp. Dvlp entrp management

software

Not Applicable Cash $250.6 $307.7 $9.4 3.73% 3.04%

05/01/2012 Completed Collective Brands Inc. Own,operate shoe stores Collective Brands Inc. SPV Special purpose acq vehicle Going Private Cash $1,321.8 $1,737.4 $44.0 3.33% 2.53%

0 5/0 2/2 01 2 Co mp leted Stan dar d Micro sys tems

Corp.

Manufacture integrated circuit Microchip Technology Inc. Mnfr,wholesale

semiconductors


0 5/0 2/2 01 2 Co mp leted Ch ar ming Sh op pes I nc. Own ,o p wo men 's a pp ar el

stores

Ascena Retail Group Inc. Own,op women's apparel

store

Tender Offer Cash $880.4 $805.1 $30.0 3.41% 3.73%

0 5/0 3/2 01 2 Co mp leted Ken sey Nash Co rp . Mnfr res or bable med imp lan ts Ko nin klijk e DSM NV Mn fr ,wh l ch emical

preparations


05/07/2012 Completed GTSI Corp. Pvd info technology services UNICOM Systems Inc. Pvd information tech svcs Going Private Cash $75.2 $12.0 $3.0 3.99% 25.03%

05/08/2012 Pending First CA Finl Grp Inc. Bank holding company PacWest BanCorp. Bank holding company Stock Swap Stock $234.1 NA $10.0 4.27% NA

05/09/2012 Part Comp Cost Plus Inc. Ret home furnishings Bed Bath & Beyond Inc. Own,op home furnishing

stores


05/14/2012 Completed Golfsmith Intl Hldg Inc. Retail golf,tennis equipment Golf Town Inc.ome Fund Retail golf merchandise Going Private Cash $104.9 $150.5 $3.8 3.62% 2.52%

0 5/1 4/2 01 2 Co mp leted Citizen s So uth Ban kin g

Corp.,NC

Bank holding company Park Sterling Bank Bank holding company Stock Swap Cash / Stock $80.5 NA $3.0 3.72% NA

05/22/2012 Completed Benihana Inc. Own and operate restaurants Angelo Gordon & Co Private equity firm Going Private Cash $292.2 $269.9 $11.1 3.80% 4.12%

05/22/2012 Completed Ariba Inc. Pvd ecommerce services SAP America Inc. Dvlp business mgmt software Not Applicable Cash $4,520.5 $4,294.8 $150.0 3.32% 3.49%

05/29/2012 Completed LeCroy Corp. Mnfr,whl measuring devices Teledyne Technologies Inc. Mnfr electronic,commun prod Not Applicable Cash $240.6 $252.1 $10.5 4.36% 4.16%

2012 Transaction




Detail


Date


Acquisition


Transaction

Value

($ M)

Enterprise

Value

($ M)

Target

Term Fee

($ M)

Term Fee as

a % of

Transaction

Value

Term Fee as

a % of

Enterprise

Value

05/29/2012 Complet ed Inter line Brands Inc. Whl ma intenance r epair prod Isabelle Acquis ition SubInc.

Special purpose acq vehicle Going Private Cash $836.1 $1,052.9 $29.9 3.58% 2.84%

05/29/2012 Complet ed BancTrus t F inancial Group

Inc.

Ban k h old in g co mp an y Tr ustmar k

Corp.,Jackson,MS

Bank holding company Stock Swap Stock $55.4 NA $5.0 9.03% NA

0 5/3 1/2 01 2 Co mp leted Beaco n F ed Ban Co rp .

Inc.,NY

Bank holding company Berkshire Hills BanCorp.

Inc.


0 5/3 1/2 01 2 Co mp leted New En glan d Ban cs har es

Inc.,CT

Bank holding company United Financial BanCorp.

Inc.


06/04/2012 Completed Credo Petroleum Corp. Oil,gas exploration,prodn co Forestar Group Inc. Real estate development firm Not Applicable Cash $146.7 $143.6 $5.2 3.54% 3.62%

0 6/0 4/2 01 2 Co mp leted MEDTOX Scien tific In c. Mn fr,wh l lab test k its Lab or ato ry C or p. o f

America

Pvd diagnostic laboratory svcs Not Applicable Cash $242.2 $235.1 $8.2 3.39% 3.49%

06/11/2012 Completed Micronetics Inc. Mnfr microwave,RF

components

Mercury Computer

Systems Inc.

Mnfr,whl computer systems Not Applicable Cash $71.8 $75.4 $2.5 3.51% 3.34%

06/11/2012 Completed IntegraMed America Inc. Pvd specialty healthcare svcs SCP-325 Holding Corp. Special purpose acq vehicle Going Private Cash $168.4 $120.9 $8.5 5.03% 7.01%

0 6/1 2/2 01 2 Co mp leted Ramtro n In ter natio nal

Corp.

Mnfr,whl semiconductors Cypress Semiconductor

Corp.

Mnfr,wholesale semiconductor Tender Offer Cash $110.1 $117.1 $5.0 4.54% 4.27%

06/19/2012 Completed Network Engines Inc. Develop server-based software Unicom Sub Two Inc. Investment company Going Private Cash $63.1 $55.3 $2.5 3.96% 4.52%

06/20/2012 Completed Sun Healthcare Group Inc. Pvd long-term healthcare svcs Genesis HealthCare LLC Pvd nursing care services Not Applicable Cash $217.0 $247.4 $6.9 3.18% 2.79%

06/25/2012 Completed J Alexander's Corp. Own,operate restaurants American Blue Ribbon

Holdings

Own,operate restaurants Tender Offer Cash / Stock $92.5 $97.6 $2.2 2.34% 2.21%

0 6/2 9/2 01 2 Co mp leted Amylin P har maceu ticals

Inc.

Biopharmaceutical company Bristol-Myers Squibb Co Mnfr pharm,medical products Tender Offer Cash $5,483.4 $6,861.8 $160.0 2.92% 2.33%

07/01/2012 Completed LInc.are Holdings Inc. Pvd oxygen treatment svcs Linde AG Mnfr,whl gases,equipment Tender Offer Cash $3,689.3 $4,327.2 $155.0 4.20% 3.58%

07/02/2012 Completed Brightpoint Inc. Whl mobile

handset,accessories

Ingram Micro Inc. Whl microcomputer,software Not Applicable Cash $621.9 $894.8 $26.0 4.18% 2.91%

07/02/2012 Completed Quest Software Inc. Dvlp entrp sys mgmt software Dell Inc. Manufacture,wholesale

computer

Not Applicable Cash $2,530.7 $2,395.2 $59.2 2.34% 2.47%

07/03/2012 Completed MModal Inc. Dvlp speech solution software One Equity Partners LLC Private equity firm Going Private Cash $816.4 $1,073.9 $28.7 3.52% 2.68%

07/05/2012 Completed LaCrosse Footwear Inc. Mnfr,whl footwear,apparel ABC-Mart Inc. Ret,whl shoes Tender Offer Cash $136.6 $144.4 $5.5 4.03% 3.81%

07/09/2012 Completed FX Alliance Inc. Pvd electronic FX trading svcs Thomson Reuters Corp. Pvd integrated info svcs Tender Offer Cash $627.5 $558.7 $14.5 2.31% 2.60%

07/09/2012 Completed Amerigroup Corp. Pvd managed healthcare svcs WellPoint Inc. Pvd managed health care svcs Not Applicable Cash $4,851.6 $4,704.9 $146.0 3.01% 3.10%

2012 Transaction




Detail


Date


Acquisition


Transaction

Value

($ M)

Enterprise

Value

($ M)

Target

Term Fee

($ M)

Term Fee as

a % of

Transaction

Value

Term Fee as

a % of

Enterprise

Value

07/13/2012 Completed Presidential Life Corp. Insurance holding company Athene Annuity & Life Insurance company Going Private Cash $414.3 $409.0 $18.0 4.34% 4.40%

0 7/1 6/2 01 2 P art Co mp Co nmed Health car e Mgmt

Inc.

Pvd correctional HMO svcs Correct Care Solutions

LLC

Pvd healthcare services Going Private Cash $59.0 $41.6 $1.7 2.91% 4.13%

0 7/1 6/2 01 2 Co mp leted P ar Ph ar maceu tical Co s

Inc.

Mnfr,whl pharmaceuticals TPG Capital LP Private equity firm Going Private Cash $1,885.6 $1,961.5 $48.0 2.55% 2.45%

07/19/2012 Completed Fidelity

BanCorp.,Pittsburgh,PA

Ban k ho ld in g co mp an y Wes Ban co

Inc.,Wheeling,WV


07/22/2012 Completed GenOn Energy Inc. Provide electricity services NRG Energy Inc. Electric,gas utility company Stock Swap Stock $1,693.6 $4,163.6 $60.0 3.54% 1.44%

07/23/2012 Completed GeoEye Inc. Provide satellite imagery svcs DigitalGlobe Inc. Pvd satellite based imaging Stock Swap Cash / Stock $466.6 $779.7 $20.0 4.29% 2.57%

07/23/2012 Completed Peet's Coffee & Tea Inc. Produce,whl coffee Investor Group Investor group Going Private Cash $1,016.8 $978.5 $30.0 2.95% 3.07%

07/23/2012 Completed RailAmerica Inc. Pvd short line,railroad svcs Genesee & Wyoming Inc. Pvd short line,railroad svcs Not Applicable Cash $1,386.3 $1,976.1 $49.0 3.53% 2.48%

07/27/2012 Completed AuthenTec Inc. Manufacture semiconductors Apple Inc. Manufacture personal

computers


0 7/3 0/2 01 2 Co mp leted Th e Sh aw Gr ou p In c. Mn fr pip e fittin gs ,s ystems Ch icago Br id ge & Ir on Co

NV

Pvd engineering,constr svcs Not Applicable Cash / Stock $3,133.1 $3,193.9 $104.0 3.32% 3.26%

0 8/0 7/2 01 2 Co mp leted US Ho me Sys tems In c. Pvd home p rod in stallatio n s vc Ho me Dep ot In c. Retail h ome imp ro vemen t

prod


08/08/2012 Completed Savannah

BanCorp.,Savannah,GA

Commercial bank holding co SCBT Finl

Corp.,Columbia,SC


08/09/2012 Completed Robbins & Myers Inc. Mnfr,whl engineered equip,sys National Oilwell Varco Inc. Mnfr,whl gas drilling equip Not Applicable Cash $2,581.2 $2,434.7 $75.0 2.91% 3.08%

08/13/2012 Pending Pervasive Software Inc. Dvlp data mgmt software Actian Corp. Dvlp bus automation software Going Private Cash $155.4 $112.6 $4.9 3.13% 4.31%

0 8/1 3/2 01 2 P art Co mp F SI In ter natio nal In c. Wh l s ur face co nd itio nin g

equip

Tokyo Electron Ltd. Mnfr,whl semiconductor

equip


08/15/2012 Pending Physicians Formula

Holdings

Mnfr,whl cosmetic products Swander Pace Capital LLC Private equity firm Going Private Cash $58.3 $60.5 $1.3 2.20% 2.12%

08/17/2012 Completed Western Liberty

BanCorp.,NV

Bank hold ing company Wes tern Alliance

BanCorp.,NV


08/20/2012 Pending Coventry Health Care Inc. Pvd managed health care svcs Aetna Inc. Provide HMO services Not Applicable Cash / Stock $5,695.4 $5,764.4 $167.5 2.94% 2.91%

08/22/2012 Completed Sunrise Senior Living Inc. Own,op senior care facilities Health Care REIT Inc. Real estate investment trust Not Applicable Cash $897.5 $1,312.0 $40.0 4.46% 3.05%

08/22/2012 Pending Private Bank of California Community bank Beach Business Bank,CA Commercial bank Stock Swap Cash $50.0 NA $2.0 4.00% NA

2012 Transaction




Detail


Date


Acquisition


Transaction

Value

($ M)

Enterprise

Value

($ M)

Target

Term Fee

($ M)

Term Fee as

a % of

Transaction

Value

Term Fee as

a % of

Enterprise

Value08/27/2012 Completed TPC Group Inc. Manufacture chemical

products

TPC Group Inc. SPV Special purpose acq vehicle Going Private Cash / Stock $705.8 $888.6 $24.0 3.40% 2.70%

08/27/2012 Completed Kenexa Corp. Dvlp recruitment solutions IBM Corp. Manufacture computer

products


08/27/2012 Pending Hudson City BanCorp.

Inc.

Savings bank;holding

company

M&T Bank

Corp.,Buffalo,New Yor k

Bank holding company Stock Swap Cash / Stock $3,811.0 NA $125.0 3.28% NA

08/28/2012 Completed SeaBright Holdings Inc. Insurance company Enstar Group Ltd. Insurance agency Not Applicable Cash $251.4 $213.0 $7.5 2.98% 3.52%

08/31/2012 Pending US Airways Group Inc. Passenger airline AMR Corp. Pvd passenger airline svcs Stock Swap Stock $3,080.0 $3,080.0 $55.0 1.79% 1.79%

09/03/2012 Completed Medicis Pharmaceutical

Corp.

Mnfr dermatological prod Valeant Pharm Intl Inc. Mnfr,whl specialty pharm

prod


09/06/2012 Completed Amer ican Rea lty Capita l Tr

Inc.

Own,operate real estate ppty Realty Inc.ome Corp. Real estate investment trust Stock Swap Cash / Stock $1,934.8 $2,101.4 $51.0 2.64% 2.43%

0 9/1 2/2 01 2 C omp leted Med iwar e In fo rmatio n

Systems

Pvd clinical information svcs Thoma Bravo LLC Private equity firm Going Private Cash $200.8 $160.6 $5.8 2.87% 3.59%

0 9/1 3/2 01 2 C omp leted Citizen s Rep ub lic

BanCorp. Inc.

Bank holding company FirstMerit Corp. Bank holding compnay Stock Swap Stock $952.3 NA $37.5 3.94% NA

09/17/2012 Completed Complete Genomics Inc. Biotechnology company BGI Pvd research,development svcs Going Private Cash $108.0 $86.4 $4.0 3.70% 4.63%

09/17/2012 Completed IRIS International Inc. Mnfr medical imaging systems Danaher Corp. Mnfr tools,control equipment Tender Offer Cash / Stock $371.0 $339.7 $15.0 4.04% 4.42%

09/25/2012 Completed Union Drilling Inc. Pvd contract land drilling svc Sidewinder Drilling Inc. Pvd land drilling services Going Private Cash $139.4 $243.9 $5.0 3.59% 2.05%

09/25/2012 Completed ECB B anCorp.

Inc.,Engelhard,NC

Bank holding company Crescent Financial

Bancshares


09/26/2012 Completed Wes t Coast BanCorp. Commercia l bank hold ing co Columbia Banking Sys tem

Inc.

Bank holding company Not Applicable Cash / Stock $506.0 NA $20.0 3.95% NA

0 9/2 7/2 01 2 C omp leted P hys ician s F or mu la

Holdings

Mnfr,whl cosmetic products Markwins International

Corp.

Mnfr,whl cosmetic products Going Private Cash $67.2 $69.4 $1.5 2.23% 2.16%

09/27/2012 Completed Sealy Corp. Mnfr,whl

mattresses,foundation

Tempur-Pedic

International Inc.

Mnfr,whl mattresses Not Applicable Cash $230.3 $901.9 $25.0 10.85% 2.77%

10/01/2012 Completed Ceradyne Inc. Mnfr,whl advanced ceramic

prod

3M Co Mnfr,whl surgical,med equip Tender Offer Cash $852.0 $662.9 $17.1 2.01% 2.58%

1 0/0 8/2 01 2 C omp leted Alliance F inan cial

Corp.,NY

Bank holding company NBT BanCorp. Inc. Commercial bank holding co Stock Swap Stock $106.0 NA $9.3 8.81% NA

10/15/2012 Completed Shona Energy Co Inc. Oil,gas expl,prodn company Canacol Energy Ltd. Oil,gas expl,prodn company Stock Swap Cash / Stock $121.0 $129.6 $4.0 3.30% 3.09%

10/15/2012 Pending Sprint Nextel Corp. Pvd telecommun,internet svcs SoftBank Corp. Pvd wireless telecommun svcs Not Applicable Cash / Stock $28,771.4 $43,746.4 $600.0 2.09% 1.37%

2012 Transaction




Detail


Date


Acquisition


Transaction

Value

($ M)

Enterprise

Value

($ M)

Target

Term Fee

($ M)

Term Fee as

a % of

Transaction

Value

Term Fee as

a % of

Enterprise

Value

10/17/2012 Pending Cymer Inc. Mnfr,wholesale laser systems ASML Holding NV Mnfr,whl photolithographicsys Stock Swap Cash / Stock $2,614.4 $2,343.5 $75.0 2.87% 3.20%

10/22/2012 Completed Cascade Corp. Mnfr material handling equip Toyota Industries Corp. Mnfr,whl textile mach,auto Tender Offer Cash $760.2 $735.9 $30.4 3.99% 4.13%

10/24/2012 Completed Spartech Corp. Mnfr,whl plastic products PolyOne Corp. Mnfr,whl polymer products Stock Swap Cash / Stock $247.7 $389.3 $8.8 3.55% 2.26%

10/25/2012 Completed PSS World Medical Inc. Whl med

equip,supplies,pharm

McKesson Corp. Whl pharm,medical supplies Not Applicable Cash $1,459.1 $1,796.6 $50.0 3.43% 2.78%

10/29/2012 Completed OPNET Technologies Inc. Pvd network mgmt software

svcs

Riverbed Technology Inc. Mnfr steelhead,cloud products Tender Offer Cash / Stock $1,016.1 $921.5 $37.5 3.69% 4.07%

1 0/3 1/2 01 2 C omp leted War naco Gro up In c. Mn fr ,wh l men 's,wo men 's

apparel

PVH Corp. Mnfr,whl apparel,footwear Not Applicable Cash / Stock $2,796.5 $2,739.7 $100.0 3.58% 3.65%

1 1/0 1/2 01 2 C omp leted Williams Co ntro ls In c. Mn fr mo to r veh icle par ts C urtis s-Wrigh t C orp . Mn fr mo tio n,flo w co ntr ol

prod


11/01/2012 Completed JDA Software Group Inc. Dvlp enterprise software RedPrairie Corp. Dvlp logistics mgmt software Going Private Cash $1,935.1 $1,795.7 $32.0 1.65% 1.78%

11/05/2012 Completed MIPS Technologies Inc. Mnfr processor architectures Imagination Tech Grp PLC Mnfr multimedia products Not Applicable Cash $100.0 $247.3 $2.8 2.75% 1.11%

1 1/0 5/2 01 2 C omp leted Metr o Health Netwo rk s

Inc.

Pvd med group practice svcs Humana Inc. Provide health care services Not Applicable Cash $533.7 $776.3 $16.0 3.00% 2.06%

11/05/2012 Completed KBW Inc. Investment bank Stifel Financial Corp. Pvd sec brokerage,invest svcs Not Applicable Cash / Stock $606.3 NA $17.3 2.85% NA

11/08/2012 Completed DUSA Pharmaceut icals Inc. B iopharmaceutical company Sun Pharmaceutical Inds

Ltd.

Mnfr,whl pharmaceutical prod Tender Offer Cash $212.5 $180.2 $9.0 4.24% 5.00%

11/08/2012 Pending KAYAK Software Corp. Pvd online travel info svc Priceline.com Inc. Pvd online travel support svcs Stock Swap Cash / Stock $1,640.8 $1,462.4 $52.7 3.21% 3.60%

11/09/2012 Complet ed T itanium Meta ls Corp . Mnfr t it an ium,iron ,s teel prod Precis ion Castpar ts Corp . Mnfr metal

components,products

Tender Offer Cash $2,888.5 $2,973.2 $101.0 3.50% 3.40%

11/12/2012 Par t Comp CreXus Inves tment Corp. Rea l es tat e inves tment t rust Annaly Capit al

Management Inc.

Real estate investment trust Tender Offer Cash $1,000.2 $909.5 $15.0 1.50% 1.65%

11/12/2012 Completed Jefferies Group Inc. Pvd investment banking svcs Leucadia National Corp. Invest hldg co;mnfr coml prod Stock Swap Stock $3,586.9 NA $90.0 2.51% NA

11/14/2012 Completed Teavana Holdings Inc. Ret teawares,tea-related prod Starbucks Corp. Own,operate coffee shops Not Applicable Cash $617.5 $636.3 $18.4 2.98% 2.89%

11/15/2012 Complet ed Sch if f Nutr ition In tl Inc. Mnfr ,whl pharmaceutica ls Reck it t Benck is er Group

PLC

Mnfr,whl cleaning products Tender Offer Cash $1,318.1 $1,434.5 $22.0 1.67% 1.53%

1 1/1 5/2 01 2 C omp leted Wh ite River Cap ital In c. P vd au to fin an cin g svcs C oas tal Cr ed it Mer ger Sub

Inc.

Provide financial svcs Going Private Cash $77.7 NA $4.0 5.11% NA

11/16/2012 Pending Outdoor Channel

Holdings Inc.

Provide cable TV services InterMedia Outdoors

Holdings

Media holding company Going Private Cash / Stock $207.5 $149.5 $6.5 3.13% 4.35%

2012 Transaction




Detail


Date


Acquisition


Transaction

Value

($ M)

Enterprise

Value

($ M)

Target

Term Fee

($ M)

Term Fee as

a % of

Transaction

Value

Term Fee as

a % of

Enterprise

Value

11/19/2012 Completed BioMimetic TherapeuticsInc. Biotech company Wright Medical Group Inc. Mnfr med orthopaedic devic Not Applicable Cash / Stock $405.3 $361.2 $8.3 2.04% 2.29%

11/27/2012 Completed RalCorp. Holdings Inc. Produce,whl cereals,snacks ConAgra Foods Inc. Produce,whl,retail food prod Not Applicable Cash $4,981.3 $6,715.6 $180.0 3.61% 2.68%

11/28/2012 Pending Knight Capital Group Inc. Provide brokerage services GETCO Holding Co LLC Holding company Going Private Cash / Stock $1,375.8 NA $53.0 3.85% NA

12/04/2012 Completed Young Innovations Inc. Mnfr,whl dental equipment Linden LLC Private equity firm Going Private Cash $315.1 $300.1 $11.0 3.49% 3.66%

12/05/2012 Pending McMoRan Explora tion Co Oil,gas explora tion,prodn co Freepor t-McMoRan

Copper & Gold

Copper,gold mining;holding

co


1 2/0 5/2 01 2 P en din g P lain s Ex pl & Pr od n Co Oil,gas ex plo ratio n,p ro dn co F reep or t-McMo Ran

Copper & Gold

Copper,gold mining;holding

co

Stock Swap Cash / Stock $6,450.4 $17,204.3 $207.0 3.21% 1.20%

12/06/2012 Completed Epoch Holding Corp. Pvd investment advisory svcs Toronto-Dominion Bank Commercial bank holding co Not Applicable Cash $669.7 NA $20.0 2.99% NA

12/09/2012 Pending Intermec Inc. Mnfr,whl data collection sys Honeywell InternationalInc.

Mnfr automation solutionsprod


12/10/2012 Completed Heelys Inc. Manufacture,whl athletic

shoes

Sequential Brands Group

Inc.

Mnf,whl contemporary

apparel


12/11/2012 Completed TNS Inc. Pvd data communications svcs Investor Group Investor group Going Private Cash $521.5 $830.2 $18.7 3.59% 2.25%

12/16/2012 Completed Caribou Coffee Co Inc. Own,operate coffee stores Investor Group Investor group Not Applicable Cash $338.4 $309.8 $10.4 3.07% 3.35%

12/18/2012 Pending Arbitron Inc. Pvd media,mktg research svcs Nielsen Holdings NV Pvd info,measurement svcs Not Applicable Cash $1,287.8 $1,250.7 $32.7 2.54% 2.61%

1 2/2 0/2 01 2 C omp leted Westway Gr ou p In c. P vd bu lk liq uid sto rage svcs EQT In fr astr uctu re II GP

BV

Private equity fund Not Applicable Cash $189.1 $463.3 $13.0 6.87% 2.81%

12/20/2012 Completed Eloqua Inc. Develop software Oracle Corp. Develop enterprise software Not Applicable Cash $967.0 $881.5 $31.5 3.26% 3.57%

12/20/2012 Pending NYSE Euronext Pvd sec trading,brkg svcs IntercontinentalExchange

Inc.

Pvd commodity exchange svcs Stock Swap Cash / Stock $8,052.2 NA $300.0 3.73% NA

12/21/2012 Pending Ameristar Casinos Inc. Own,operate casinos,hotels Pinnacle Entertainment Inc. Own,operate casino hotels Not Applicable Cash $904.4 $2,709.1 $38.0 4.20% 1.40%

1 2/2 1/2 01 2 P en din g F irs tCity F in an cial Co rp. P ro vid e fin an cin g ser vices V ar de P ar tn ers In c. P vd in ves tmen t man agemen t

svcs

Going Private Cash / Stock $107.0 NA $2.0 1.87% NA

12/30/2012 Completed Duff & Phelps Corp. Pvd finl advisory,invest svcs Duff & Phelps Corp. SPV Special purpose acq vehicle Going Private Cash $660.4 NA $20.0 3.02% NA



2012 Reverse Transaction Termination Fee Detail

2012 Reverse



TransactionTermination Fee

Detail


Date

Announced Target Name Target Description Acquirer Name Acquirer Description

Acquisition


Transaction

Value

($ M)

Enterprise

Value

($ M)

Reverse

Termination

Fee ($ M)

Reverse Term

Fee as a % of

Transaction

Value

Reverse Term

Fee as a % of

Enterprise

Value

01/17/2012 Convio Inc. Dvlp Internet software Blackbaud Inc. Develop fund raising software Tender Offer Cash $329.9 $275.7 $12.5 3.79% 4.53%

01/30/2012 The PEP Boys-Manny Moe

& Jack

Ret auto parts,accessories Auto Acquisition Co LLC Special purpose acq vehicle Going Private Cash $803.1 $1,040.0 $50.0 6.23% 4.81%

02/03/2012 Swank Inc. Mnfr leather, jewelry prod Randa Accessories Mnfr,whl men's accessories Going Private Cash $55.8 $56.1 $5.0 8.97% 8.91%

02/07/2012 Bullion Monarch Mining

Inc.

Gold,silver mining company Eurasian Minerals Inc. Precious,base metal mining co Stock Swap Cash / Stock $71.5 $70.4 $1.0 1.40% 1.42%

02/13/2012 SeraCare Life Sciences Inc. Biotechnology company Linden LLC Private equity firm Going Private Cash $80.8 $61.3 $5.0 6.19% 8.15%

02/15/2012 Advance America Cash

Advance

Pvd payday cash advance svcs Grupo Elektra SA de CV Provide financial services Not Applicable Cash $655.6 NA $5.0 0.76% NA

02/21/2012 ATS Corp. Pvd info tech,consulting svcs Salient Federal Solutions

Inc.

Pvd info tech,engineering svcs Going Private Cash $73.5 $74.1 $2.8 3.74% 3.71%

02/24/2012 Kenneth Cole Productions

Inc.

Mnfr,whl,ret shoes,clothing KCP Holdco Inc. Special purpose acq vehicle Going Private Cash $276.5 $227.5 $3.0 1.09% 1.32%

03/05/2012 Archipelago Learning Inc. Pvd online educational svcs Project Cayman Merger

Corp.

Blank check co Going Private Cash $292.3 $302.6 $20.4 6.97% 6.73%

03/07/2012 Transcend Services Inc. Pvd clinical documentation svc Townsend Merger Corp. Dvlp speech,imaging software Tender Offer Cash $333.2 $319.8 $9.9 2.98% 3.11%

03/09/2012 Quest Software, Inc. Dvlp entrp sys mgmt software Insight Venture Partners;

Vector Capital

Investor group Going Private Cash $2,456.0 $2,296.9 $9.0 0.37% 0.39%

03/13/2012 Great Wolf Resorts Inc. Own,op indoor waterpark

resort

K-9 Acquisition Inc. Investment company Tender Offer Cash $258.3 $724.1 $20.0 7.74% 2.76%

03/19/2012 AboveNet Inc. Pvd b andwidth connectivity

svc

Zayo Group LLC Pvd bandwidth solution svcs Going Private Cash $2,210.0 $2,143.1 $100.0 4.52% 4.67%

03/26/2012 Opnext Inc. Manufacture fiber optic cables Oclaro Inc. Mnfr,whl optical components Stock Swap Stock $171.8 $131.9 $6.0 3.49% 4.55%

04/04/2012 DDi Corp. Mnfr printed circuit boards Viasystems Group Inc. Mnfr printed circuit boards Not Applicable Cash $266.2 $252.1 $15.4 5.79% 6.11%

04/10/2012 eResearchTechnology Inc. Pvd clinical software services Genstar Capital LLC Private equity firm Going Private Cash $393.9 $368.5 $20.0 5.08% 5.43%

04/16/2012 The Edelman Financial

Group

Pvd asset management svcs Lee Equity Partners LLC Private equity firm Going Private Cash $257.9 NA $16.0 6.20% NA

04/18/2012 Knology Inc. Pvd commun,entertainment

svcs

WOW! Internet Service Provider{ISP} Going Private Cash $750.3 $1,412.2 $65.0 8.66% 4.60%

04/18/2012 Catalyst Health Solutions

Inc.

Pvd pharmacy benefit mgmt

svcs

SXC Health Solutions

Corp.

Pvd info tech solutions svcs Stock Swap Cash / Stock $4,086.5 $4,304.0 $134.5 3.29% 3.12%

04/30/2012 Gen-Probe Inc. Mnfr,whl diagnostic

instrument

Hologic Inc. Mnfr,whl diagnostic products Not Applicable Cash $3,918.9 $3,853.7 $200.0 5.10% 5.19%

2012 Reversei




Detail


Date


Acquisition


Transaction

Value

($ M)

Enterprise

Value

($ M)

Reverse

Termination

Fee ($ M)

Reverse Term

Fee as a % of

Transaction

Value

Reverse Term

Fee as a % of

Enterprise

Value

05/01/2012 Collective Brands Inc. Own,operate shoe stores Collective Brands Inc. SPV Special purpose acq vehicle Going Private Cash $1,321.8 $1,737.4 $84.0 6.36% 4.83%

05/08/2012 First CA Finl Grp Inc. Bank holding company PacWest Bancorp Bank holding company Stock Swap Stock $234.1 NA $5.0 2.14% NA

05/09/2012 Cost Plus Inc. Ret home furnishings Bed Bath & Beyond Inc. Own,op home furnishing

stores


05/14/2012 Golfsmith Intl Hldg Inc. Retail golf,tennis equipment Golf Town Inc.ome Fund Retail golf merchandise Going Private Cash $104.9 $150.5 $8.2 7.82% 5.45%

05/14/2012 Citizens South Banking

Corp.,NC

Bank holding company Park Sterling Bank Bank holding company Stock Swap Cash / Stock $80.5 NA $3.0 3.72% NA

05/22/2012 Benihana Inc. Own and operate restaurants Angelo Gordon & Co Private equity firm Going Private Cash $292.2 $269.9 $17.9 6.13% 6.64%

05/29/2012 Interline Brands Inc. Whl maintenance repair prod Isabelle Acquisit ion Sub

Inc.

Special purpose acq vehicle Going Private Cash $836.1 $1,052.9 $51.3 6.14% 4.87%

06/11/2012 IntegraMed America Inc. Pvd specialty healthcare svcs SCP-325 Holding Corp. Special purpose acq vehicle Going Private Cash $168.4 $120.9 $5.1 3.02% 4.21%

06/19/2012 Network Engines Inc. Develop server-based software Unicom Sub Two Inc. Investment company Going Private Cash $63.1 $55.3 $1.8 2.77% 3.16%

06/20/2012 Sun Healthcare Group Inc. Pvd long-term healthcare svcs Genesis HealthCare LLC Pvd nursing care services Not Applicable Cash $217.0 $247.4 $6.9 3.18% 2.79%

07/03/2012 MModal Inc. Dvlp speech solution software One Equity Partners LLC Private equity firm Going Private Cash $816.4 $1,073.9 $57.5 7.04% 5.35%

07/09/2012 FX Alliance Inc. Pvd electronic FX trading svcs Thomson Reuters Corp. Pvd integrated info svcs Tender Offer Cash $627.5 $558.7 $14.5 2.31% 2.60%

07/16/2012 Conmed Healthcare Mgmt

Inc.

Pvd correctional HMO svcs Correct Care Solutions

LLC

Pvd healthcare services Going Private Cash $59.0 $41.6 $1.7 2.91% 4.13%

07/16/2012 Par Pharmaceutical CosInc.

Mnfr,whl pharmaceuticals TPG Capital LP Private equity firm Going Private Cash $1,885.6 $1,961.5 $119.0 6.31% 6.07%

07/22/2012 GenOn Energy Inc. Provide electricity services NRG Energy Inc. Electric,gas utility company Stock Swap Stock $1,693.6 $4,163.6 $120.0 7.09% 2.88%

07/23/2012 GeoEye Inc. Provide satellite imagery svcs DigitalGlobe Inc. Pvd satellite based imaging Stock Swap Cash / Stock $466.6 $779.7 $20.0 4.29% 2.57%

07/27/2012 AuthenTec Inc. Manufacture semiconductors Apple Inc. Manufacture personal

computers


07/30/2012 The Shaw Group Inc. Mnfr pipe f it tings,systems Chicago Bridge & Iron Co

NV

Pvd engineering,constr svcs Not Applicable Cash / Stock $3,133.1 $3,193.9 $208.0 6.64% 6.51%

08/08/2012 Savannah

Bancorp,Savannah,GA

Commercial bank holding co SCBT Finl

Corp.,Columbia,SC


08/13/2012 Pervasive Software Inc. Dvlp data mgmt software Actian Corp. Dvlp bus automation software Going Private Cash $155.4 $112.6 $10.0 6.43% 8.88%

2012 ReverseT ti




Detail


Date


Acquisition


Transaction

Value

($ M)

Enterprise

Value

($ M)

Reverse

Termination

Fee ($ M)

Reverse Term

Fee as a % of

Transaction

Value

Reverse Term

Fee as a % of

Enterprise

Value

08/15/2012 Physicians Formula

Holdings

Mnfr,whl cosmetic products Swander Pace Capital LLC Private equity firm Going Private Cash $58.3 $60.5 $1.9 3.30% 3.18%

08/20/2012 Coventry Health Care Inc. Pvd managed health care svcs Aetna Inc. Provide HMO services Not Applicable Cash / Stock $5,695.4 $5,764.4 $450.0 7.90% 7.81%

08/27/2012 TPC Group Inc. Manufacture chemical

products

TPC Group Inc. SPV Special purpose acq vehicle Going Private Cash / Stock $705.8 $888.6 $45.0 6.38% 5.06%

08/27/2012 Hudson City Bancorp Inc. Savings bank;holding

company

M&T Bank

Corp.,Buffalo,New York

Bank holding company Stock Swap Cash / Stock $3,811.0 NA $125.0 3.28% NA

08/31/2012 US Airways Group Inc. Passenger airline AMR Corp. Pvd passenger airline svcs Stock Swap Stock $3,080.0 $3,080.0 $135.0 4.38% 4.38%

09/12/2012 Mediware Information

Systems

Pvd clinical information svcs Thoma Bravo LLC Private equity firm Going Private Cash $200.8 $160.6 $10.0 4.98% 6.23%

09/13/2012 Citizens Republic Bancorp

Inc.

Bank holding company FirstMerit Corp. Bank holding compnay Stock Swap Stock $952.3 NA $37.5 3.94% NA

09/25/2012 Union Drilling Inc. Pvd contract land drilling svc Sidewinder Drilling Inc. Pvd land drilling services Going Private Cash $139.4 $243.9 $10.0 7.18% 4.10%

09/26/2012 West Coast Bancorp Commercial bank holding co Columbia Banking System

Inc.

Bank holding company Not Applicable Cash / Stock $506.0 NA $5.0 0.99% NA

09/27/2012 Physicians Formula

Holdings

Mnfr,whl cosmetic products Markwins International

Corp.

Mnfr,whl cosmetic products Going Private Cash $67.2 $69.4 $3.5 5.21% 5.04%

09/27/2012 Sealy Corp. Mnfr,whl

mattresses,foundation

Tempur-Pedic

International Inc.

Mnfr,whl mattresses Not Applicable Cash $230.3 $901.9 $90.0 39.08% 9.98%

10/15/2012 Shona Energy Co Inc. Oil,gas expl,prodn company Canacol Energy Ltd. Oil,gas expl,prodn company Stock Swap Cash / Stock $121.0 $129.6 $4.0 3.30% 3.09%

10/15/2012 Sprint Nextel Corp. Pvd telecommun,internet svcs SoftBank Corp. Pvd wireless telecommun svcs Not Applicable Cash / Stock $28,771.4 $43,746.4 $600.0 2.09% 1.37%

10/25/2012 PSS World Medical Inc. Whl medequip,supplies,pharm McKesson Corp. Whl pharm,medical supplies Not Applicable Cash $1,459.1 $1,796.6 $100.0 6.85% 5.57%

10/29/2012 OPNET Technologies Inc. Pvd network mgmt software

svcs

Riverbed Technology Inc. Mnfr steelhead,cloud products Tender Offer Cash / Stock $1,016.1 $921.5 $25.0 2.46% 2.71%

11/01/2012 JDA Software Group Inc. Dvlp enterprise software RedPrairie Corp. Dvlp logistics mgmt software Going Private Cash $1,935.1 $1,795.7 $85.0 4.39% 4.73%

11/12/2012 Jefferies Group Inc. Pvd investment banking svcs Leucadia National Corp. Invest hldg co;mnfr coml prod Stock Swap Stock $3,586.9 NA $90.0 2.51% NA

11/15/2012 White River Capital Inc. Pvd auto financing svcs Coastal Credit Merger Sub

Inc.

Provide financial svcs Going Private Cash $77.7 NA $4.0 5.11% NA

11/16/2012 Outdoor Channel

Holdings Inc.

Provide cable TV services InterMedia Outdoors

Holdings

Media holding company Going Private Cash / Stock $207.5 $149.5 $9.0 4.34% 6.02%

11/19/2012 BioMimetic Therapeutics

Inc.

Biotech company Wright Medical Group Inc. Mnfr med orthopaedic devic Not Applicable Cash / Stock $405.3 $361.2 $30.0 7.40% 8.31%

2012 ReverseT ti




Detail


DateAnnounced Target Name Target Description Acquirer Name Acquirer Description

AcquisitionTechnique Consideration

Transaction

Value($ M)

Enterprise

Value($ M)

Reverse

TerminationFee ($ M)

Reverse Term

Fee as a % of

TransactionValue

Reverse Term

Fee as a % of

EnterpriseValue

11/28/2012 Knight Capital Group Inc. Provide brokerage services GETCO Holding Co LLC Holding company Going Private Cash / Stock $1,375.8 NA $53.0 3.85% NA

12/04/2012 Young Innovations Inc. Mnfr,whl dental equipment Linden LLC Private equity firm Going Private Cash $315.1 $300.1 $18.8 5.98% 6.28%

12 /0 9/2 01 2 In ter mec In c. Mn fr ,whl data collectio n s ys Hon eywell Inter natio nal

Inc.

Mnfr automation solutions

prod


12/11/2012 TNS Inc. Pvd data communications svcs Investor Group Investor group Going Private Cash $521.5 $830.2 $32.1 6.15% 3.86%

12/18/2012 Arbitron Inc. Pvd media,mktg research svcs Nielsen Holdings NV Pvd info,measurement svcs Not Applicable Cash $1,287.8 $1,250.7 $131.0 10.17% 10.47%

12 /2 0/2 01 2 NYSE Eu ron ex t P vd sec tr ad in g,b rkg s vcs In ter co ntin en talEx ch an ge

Inc.

Pvd commodity exchange svcs Stock Swap Cash / Stock $8,052.2 NA $750.0 9.31% NA

12/21/2012 Ameristar Casinos Inc. Own,operate casinos,hotels Pinnacle Entertainment Inc. Own,operate casino hotels Not Applicable Cash $904.4 $2,709.1 $85.0 9.40% 3.14%

12/21/2012 FirstCity Financial Corp. Provide f inancing services Varde Partners Inc. Pvd investment management

svcs

Going Private Cash / Stock $107.0 NA $5.0 4.67% NA

12/30/2012 Duff & Phelps Corp. Pvd finl advisory,invest svcs Duff & Phelps Corp. SPV Special purpose acq vehicle Going Private Cash $660.4 NA $39.9 6.05% NA



About Houlihan Lokey



39

Corporate Finance Financial Advisory Financial Restructuring

Mergers and Acquisitions

Capital Markets

Sellside & Buyside Transactions

Leveraged Transactions

Minority Equity Transactions

Debt & Equity Private Placements High Yield Public Equity Offerings PIPEs Financings Liabilities Management Special Situations Advisory

Fairness Opinions

Solvency Opinions

Valuation Opinions

Due Diligence Services

Tax & Financial Reporting Valuation

Portfolio Valuation & Advisory Services

Derivatives Valuation & Advisory Services

Dispute Resolution & Financial Expert

Opinions

Chapter 11 Planning

Restructuring Debt and Equity

Debtor-in-Possession (“DIP”) Financing

Exchange Offers

Plans of Reorganization

Distressed Mergers and Acquisitions

Advised on nearly 1000 RestructuringTransactions Valued in Excess of $1.5 Trillion

No. 1 Global M&A Fairness Opinion AdvisorOver the Past 10 Years

Ranked Among Top 10 M&A Advisorsfor 10 Straight Years

2012 M&A Advisory RankingsU.S. Transactions Under $3 Billion

Rank AdvisorNumberof Deals

1 Houlihan Lokey 124

2 Goldman Sachs & Co 118

3 Barclays 106

4 JP Morgan 93

5 Bank of America Merrill Lynch 85* denotes tie.

Source: Thomson Reuters

2012 Global Distressed Debt & BankruptcyRestructuring Rankings


1 Houlihan Lokey 40

2 Lazard 39

3 Rothschild 32

4 Moelis & Co. 28

5 Blackstone Group LP 24

Source: Thomson Reute rs

2003 to 2012 Global M&A Fairness Advisory RankingsCompleted Deals


1 Houlihan Lokey 491

2 JP Morgan 483

3 Morgan Stanley 324

4 Bank of America Merrill Lynch 319

5 Duff and Phelps 310

Source: Thomson Reute rs

Investment Banking Services





Documents

Transaction Termination Fee Study