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1、2022 Going-Private Transaction StudyJuly 202301STUDY OVERVIEW02STUDY RESULTS03APPENDICESTransaction Details20192020 Going-Private Transaction Study SummaryIntroduction to Houlihan LokeySelected Professional BiographiesDisclaimer01STUDY OVERVIEWIntroduction4 In the 2022 Going-Private Transaction Stud
2、y(the“Study”),we have summarized and analyzed 45 going-private transactions announced in the calendar year ended December 31,2022.As of the date of this study,43 of the going-private transactions have closed and two are pending closing.For purposes of this Study,a target company is generally conside
3、red to have“gone private”if its pre-transaction publicly traded shares were purchased by a privately held financial sponsor,investment company,or similar entity(generically referred to as a“financial buyer”),typically in a leveraged buyout transaction.Specifically,this Study analyzes the following k
4、ey items for each of the 45 transactions:Transaction background,focusing on management,stockholder,and board involvement;Transaction valuation(including transaction multiples and acquisition premiums);Deal protection measures and fiduciary provisions;Transaction structure and financing;and Terminati
5、on provisions.The Study was authored by Richard De Rose,Matt Kavney,and Gretta Conrath of Houlihan Lokeys New York,Atlanta,and Chicago offices,respectively.If you have any questions or comments,please contact Mr.De Rose at 212.497.7867,Mr.Kavney at 404.495.7030,or Ms.Conrath at 312.462.6407.Definiti
6、on of Key Items in the Study5 We used the following methodology to analyze each of the transactions:Transaction Value:We calculated transaction value(TV)using data from S&P Capital IQ.TV represents the cost to acquire all common equity,preferred equity,and convertible securities,plus the face value
7、of all outstanding debt,less cash,and marketable securities.Valuation Multiples:The valuation multiples include TV/Revenue,TV/EBITDA,and TV/EBIT.We derived Revenue,EBITDA,and EBIT figures from S&P Capital IQ as of the latest 12-month(LTM)period prior to announcement.Acquisition Premiums:We obtained
8、acquisition premiums from S&P Capital IQ.These premiums are calculated by measuring the percentage change from the offer price per share to the trading prices one day,one week,and one month prior to the transaction announcement date.Note:When analyzing the acquisition premiums,we excluded negative p
9、remiums from our high,low,median,and mean calculations,as these transactions involved companies in special or unusual situations and were not considered to be representative of going-private acquisition premiums.Transaction Screening Methodology6 We identified the potential universe of going-private
10、 transactions through several screens from widely used transaction databases,including Refinitiv and S&P Capital IQ,as well as by reviewing transactions requiring a Schedule 13E-3 filing with the Securities and Exchange Commission(SEC).For this Study,we excluded transactions with the following chara
11、cteristics:Transactions involving target companies that have their primary business operations outside of the United States;Transactions involving targets with an implied enterprise value under$50 million;Transactions for which there was insufficient information regarding terms(generally,smaller tra
12、nsactions);“Going-dark”transactions,in which a publicly traded company reduces the number of stockholders of record below a certain threshold(often through reverse stock splits and share repurchases)to avoid SEC filing requirements;Transactions involving a privately held,nonfinancial(i.e.,strategic)
13、buyer;Transactions involving bankrupt,reorganizing,or distressed target companies;and Transactions that were canceled or withdrawn prior to the execution of a merger agreement.02STUDY RESULTSSummary Financial Statistics8 In the following table,we summarize the low,high,median,and mean financial metr
14、ics of the 45 transactions analyzed in the Study.Summary MetricsSource:S&P Capital IQ.Notes:The high and low metrics shown in this chart represent the high and low TVs,TV multiples,and acquisition premiums shown in the study.The low TV multiples and acquisition premiums,respectively,are not necessar
15、ily associated with the transactions with the lowest transaction value,and the high TV multiples and acquisition premiums,respectively,are not necessarily associated with the transaction with the highest transaction value.Similarly,the low and high acquisition premiums,respectively,are not necessari
16、ly associated with the transactions with the lowest and highest transaction value or TV multiples.(1)Calculation excludes negative premiums.(Dollars in Millions)TVTV/RevenueTV/EBITDATV/EBIT1 Day1 Week4 WeeksLow$68.80.4x4.3x6.7x0.8%2.2%6.7%High$46,173.417.0 x181.0 x154.1x207.0%207.0%165.1%Median$2,79
17、6.35.2x16.8x36.3x34.0%38.4%46.3%Mean$6,007.97.1x25.1x43.0 x51.2%52.0%52.4%LTM MultiplesAcquisition Premiums(1)Transaction Analysis by Target Company Size9 Eighteen(40.0%)of the transactions in the Study had a transaction value in excess of$5.0 billion,with eight(17.8%)transactions in excess of$10.0
18、billion.Transaction values in 2022,on average,are materially higher than transaction values in recent previous years.For the calendar years ended December 31,2019,and December 31,2020,there were a total of 32 going-private transactions with a median and average TV of$1,706.7 million and$2,940.2 mill
19、ion,respectively.(1)Analysis by Target Company SizeSource:S&P Capital IQ.Notes:The high and low metrics shown in this chart represent the high and low TVs,TV multiples,and acquisition premiums shown in the study.The low TV multiples and acquisition premiums,respectively,are not necessarily associate
20、d with the transactions with the lowest transaction value,and the high TV multiples and acquisition premiums,respectively,are not necessarily associated with the transaction with the highest transaction value.Similarly,the low and high acquisition premiums,respectively,are not necessarily associated
21、 with the transactions with the lowest and highest transaction value or TV multiples.(1)See“20192020 Going-Private Transaction Study Summary”in the Appendix for more detail.(2)Calculation excludes negative premiums.(Dollars in Millions)TransactionNumber ofLTM MultiplesAcquisition Premiums ValueTrans
22、actionsTVTV/RevenueTV/EBITDATV/EBIT1 Day1 Week4 WeeksMore Than$10.0 Billion8Median$14,782.111.2x26.1x36.6x18.2%14.4%23.4%Mean$20,014.110.6x25.1x44.7x18.7%16.3%30.0%$5.0 Billion to10Median$7,294.68.5x15.4x34.7x33.7%39.0%47.6%$10.0 BillionMean$7,365.38.1x15.0 x32.3x48.0%46.4%50.0%$1.0 Billion to13Medi
23、an$1,999.03.2x15.3x19.6x43.9%37.5%31.1%$5.0 BillionMean$2,428.95.2x37.3x24.7x40.2%42.9%39.6%Less Than14Median$260.93.8x17.7x73.0 x81.1%83.8%83.7%$1.0 BillionMean$358.15.0 x18.8x79.1x79.7%82.3%78.7%All Transactions45Median$2,796.35.2x16.8x36.3x34.0%38.4%46.3%Mean$6,007.97.1x25.1x43.0 x51.2%52.0%52.4%
24、(2)Transaction Analysis by Date Announced10 Transaction volume peaked in Q2 2022,while the other quarters remained consistently active.Transaction values were meaningfully higher in the first two quarters as compared to the first two quarters.Average implied multiples and acquisition premiums genera
25、lly increased throughout the year,with the highest average acquisition premiums observed in Q4 2022.Analysis by Transaction Announcement DateSource:S&P Capital IQ.Notes:The high and low metrics shown in this chart represent the high and low TVs,TV multiples,and acquisition premiums shown in the stud
26、y.The low TV multiples and acquisition premiums,respectively,are not necessarily associated with the transactions with the lowest transaction value,and the high TV multiples and acquisition premiums,respectively,are not necessarily associated with the transaction with the highest transaction value.S
27、imilarly,the low and high acquisition premiums,respectively,are not necessarily associated with the transactions with the lowest and highest transaction value or TV multiples.(1)Calculation excludes negative premiums.(Dollars in Millions)Number ofLTM MultiplesAcquisition Premiums(1)Transaction DateT
28、ransactionsTVTV/RevenueTV/EBITDATV/EBIT1 Day1 Week4 Weeks1/1/2022 3/31/20228Median$7,277.04.2x15.3x30.1x26.1%39.2%45.0%Mean$8,904.85.7x14.8x31.5x37.6%43.2%44.8%4/1/2022 6/30/202217Median$1,939.05.4x22.4x36.8x28.6%29.6%38.5%Mean$8,142.17.5x22.9x43.3x39.5%40.8%43.9%7/1/2022 9/30/202210Median$2,154.79.
29、1x14.2x19.6x45.5%39.1%41.4%Mean$3,683.57.2x41.2x45.1x63.5%58.2%52.5%10/1/2022 12/31/202210Median$1,276.38.0 x22.5x76.4x66.2%71.4%69.0%Mean$2,386.58.0 x22.5x76.4x69.5%70.9%72.2%All Transactions45Median$2,796.35.2x16.8x36.3x34.0%38.4%46.3%Mean$6,007.97.1x25.1x43.0 x51.2%52.0%52.4%Management Initiation
30、 One transaction(2%)in the Study was initiated by the management of the target.For purposes of the Study,“management”does not include directors.Was the Transaction Initiated by Management?Source:Public filings.20192020 Study:Yes:16%No:84%11Yes2%No98%Material Stockholders12 Thirty-three(73%)target co
31、mpanies in the Study had at least one significant or substantial stockholder prior to the transaction,and five(11%)of the target companies had both a significant and substantial stockholder prior to the transaction.Was There a Substantial(35%)or Significant(10%and 35%)Stockholder Prior to the Transa
32、ction?Source:Public filings.20192020 Study:Substantial Stockholder Only:22%Significant Stockholder Only:44%Neither:34%Both:0%Both Signficant and Substantial Stockholder11%Substantial Stockholder Only9%Significant Stockholder Only53%Neither27%27%17%78%0%10%20%30%40%50%60%70%80%90%of Total Transaction
33、s Initiated by Significant orSubstantial Stockholder%of Transactions With Significant StockholderInitiated by Significant Stockholder%of Transactions With Substantial StockholderInitiated by Substantial Stockholder%of TransactionsMaterial Stockholder Initiation13 Twelve(27%)of the 45 observed going-
34、private transactions in 2022 were initiated by an existing significant or substantial stockholder.Significant stockholders were less likely to initiate a transaction,doing so in five(17%)of 29 cases in which there was a significant stockholder.Of the nine transactions in which the target company had
35、 a substantial stockholder prior to the transaction,seven(78%)transactions were initiated by that substantial stockholder.Did a Significant or Substantial Stockholder Initiate the Transaction Process?20192020 Study:Significant or Substantial:13%Significant Stockholder:14%Substantial Stockholder:29%S
36、ource:Public filings.Material Stockholder Rollover14 In the Study,significant and substantial stockholders rolled over their target stock into stock of the acquisition vehicle or the surviving corporation in five(15%)of the 33 applicable transactions.Four(14%)of the 29 transactions with a significan
37、t shareholder rolled over their holdings into the acquisition vehicle or surviving corporation.Where a substantial stockholder existed prior to the transaction,at least a portion of that stockholders position was rolled over in two(22%)of the nine applicable transactions.Source:Public filings.Major
38、Stockholder Rollover20192020 Study:Significant or Substantial:5%Significant Stockholder:0%Substantial Stockholder:14%15%14%22%0%5%10%15%20%25%Transactions With a Substantial or SignificantStockholder RolloverTransactions With a Significant Stockholder and aSignificant Stockholder RolloverTransaction
39、s With a Substantial Stockholder and aSubstantial Stockholder Rollover%of Transactions8101212420%20%40%60%80%100%More Than$10,000$5,000 to$10,000$1,000 to$5,000Less Than$1,000AllTransactions%of TransactionsTransaction Value($in Millions)“Auctioned”Targets15Was the Company“Auctioned?”%of Total Transa
40、ctions“Auctioned”20192020 Study:Yes:62%No:38%Source:Public filings.Prior to certain going-private transactions,the target company retained a financial advisor to contact potential buyers and solicit proposals to acquire the target company(an“auction”).Ninety-three percent of the targets in the Study
41、 undertook a process to auction the company prior to the execution of a transaction agreement.All eight(100%)of the targets involved in transactions with TVs above$10.0 billion were auctioned,as compared to 34(92%)of the targets with TVs of less than$10.0 billion.Yes93%No7%Auction Process16Source:Pu
42、blic filings.If the Company Was Shopped Prior to an Acquisition Agreement Being Signed,Was the Process a Widespread,Limited,or Targeted Auction?20192020 Study:Targeted:5%Limited:35%Widespread:60%In 16(38%)of the 42 transactions where the target was auctioned prior to the execution of a transaction a
43、greement,the auction process was widespread(in excess of 15 prospective buyers solicited).Thirteen(31%)of the auctioned transactions involved limited auctions(five to 15 parties solicited).Thirteen(31%)of the auctioned transactions were involved in a targeted auction(less than five parties solicited
44、).Limited Auction31%Widespread Auction38%Targeted Auction31%Auction Process(cont.)17 Higher average implied multiples were observed in transactions with a widespread auction process(more than 15 parties)and targeted auction process(less than five parties)as compared to transactions with a limited au
45、ction process(five to 15 parties).Sources:S&P Capital IQ and public filings.Notes:The high and low metrics shown in this chart represent the high and low TVs,TV multiples,and acquisition premiums shown in the study.The low TV multiples and acquisition premiums,respectively,are not necessarily associ
46、ated with the transactions with the lowest transaction value,and the high TV multiples and acquisition premiums,respectively,are not necessarily associated with the transaction with the highest transaction value.Similarly,the low and high acquisition premiums,respectively,are not necessarily associa
47、ted with the transactions with the lowest and highest transaction value or TV multiples.(1)Calculation excludes negative premiums.Limited Auction Processes(13 Transactions)Widespread Auction Processes(16 Transactions)Targeted Auction Processes(13 Transactions)(Dollars in Millions)(Dollars in Million
48、s)(Dollars in Millions)TVTV/RevenueTV/EBITDATV/EBIT1 Day1 Week4 WeeksLow$254.30.8x8.8x14.0 x0.8%6.6%9.1%High$16,654.916.9x26.1x46.9x129.4%121.6%111.0%Median$1,726.14.7x14.2x40.2x43.9%38.7%30.4%Mean$3,915.66.6x15.7x33.7x49.4%48.8%45.6%Acquisition Premiums(1)LTM MultiplesTVTV/RevenueTV/EBITDATV/EBIT1
49、Day1 Week4 WeeksLow$68.81.1x4.3x6.7x5.9%6.2%6.7%High$10,080.816.0 x17.0 x36.3x122.6%138.6%86.4%Median$1,999.06.6x7.9x18.4x31.0%38.0%49.0%Mean$3,907.87.1x9.3x19.9x45.3%50.1%52.6%Acquisition Premiums(1)LTM MultiplesTVTV/RevenueTV/EBITDATV/EBIT1 Day1 Week4 WeeksLow$117.20.4x4.8x6.7x7.4%2.2%10.4%High$46
50、,173.417.0 x27.2x39.2x207.0%207.0%152.9%Median$7,538.08.8x18.0 x23.4x26.1%38.1%47.6%Mean$11,806.78.3x17.5x22.4x47.9%46.6%51.4%LTM MultiplesAcquisition Premiums(1)In 81%of the transactions in the Study,there was no contemporaneous public announcement of the auction process.Widespread auctions constit
51、uted(i)five(63%)of the eight transactions in which an auction process was publicly disclosed and(ii)11(32%)of the 34 transactions in which the process was not publicly disclosed.Auction processes with public disclosure included transactions with generally higher transaction values as compared to auc
52、tion processes without public disclosure.Public Disclosure18Transaction Value Analysis(Dollars in Millions)Public DisclosureNo Public Disclosure Low$1,513.2$68.8High$16,654.9$46,173.4Median$6,624.9$1,969.0Mean$7,191.2$6,159.1Was There Contemporaneous Public Disclosure of the Auction Process?If There
53、 Was Public Disclosure,Was the Process a Widespread,Limited,or Targeted Auction?If There Was No Public Disclosure,Was the Process a Widespread,Limited,or Targeted Auction?Sources:S&P Capital IQ and public filings.20192020 Study:Yes:20%No:80%20192020 Study:Targeted:0%Limited:0%Widespread:100%20192020
54、 Study:Targeted:6%Limited:44%Widespread:50%Widespread63%Limited13%Targeted25%Widespread32%Limited35%Targeted32%Yes19%No81%Public Disclosure(cont.)19Not Publicly Disclosed(34 Transactions)Publicly Disclosed(8 Transactions)(Dollars in Millions)(Dollars in Millions)Sources:S&P Capital IQ and public fil
55、ings.Notes:The high and low metrics shown in this chart represent the high and low TVs,TV multiples,and acquisition premiums shown in the study.The low TV multiples and acquisition premiums,respectively,are not necessarily associated with the transactions with the lowest transaction value,and the hi
56、gh TV multiples and acquisition premiums,respectively,are not necessarily associated with the transaction with the highest transaction value.Similarly,the low and high acquisition premiums,respectively,are not necessarily associated with the transactions with the lowest and highest transaction value
57、 or TV multiples.(1)Calculation excludes negative premiums.Higher average implied multiples were observed in transactions with an auction process that was publicly disclosed as compared to transactions with auctions that were not publicly disclosed.There are no discernible differences observed in th
58、e acquisition premiums.TVTV/RevenueTV/EBITDATV/EBIT1 Day1 Week4 WeeksLow$1,513.20.4x5.1x11.4x7.4%14.5%9.9%High$16,654.911.9x26.1x46.9x129.4%121.6%111.0%Median$6,624.96.0 x15.3x44.0 x33.7%39.2%43.9%Mean$7,191.26.4x16.2x36.5x54.6%54.4%51.4%LTM MultiplesAcquisition Premiums TVTV/RevenueTV/EBITDATV/EBIT
59、1 Day1 Week4 WeeksLow$68.80.8x4.3x6.7x0.8%2.2%6.7%High$46,173.417.0 x27.2x39.2x207.0%207.0%152.9%Median$1,969.05.3x13.4x18.8x31.6%37.8%46.8%Mean$6,159.17.5x14.9x22.5x46.2%47.3%49.3%LTM MultiplesAcquisition Premiums(1)(1)Exclusivity20 Exclusivity was granted to a prospective acquirer in eight(19%)of
60、the 42 transactions in the Study where the Target was auctioned prior to the execution of a transaction agreement.Transactions with exclusivity periods garnered lower LTM multiples but higher acquisition premiums,on average,as compared to those without exclusivity periods.Transactions With Exclusivi
61、ty PeriodsTransactions Without Exclusivity PeriodsWas Exclusivity Granted to Any Bidder During the Auction Process?20192020 Study:Yes:40%No:60%Sources:S&P Capital IQ and public filings.Notes:The high and low metrics shown in this chart represent the high and low TVs,TV multiples,and acquisition prem
62、iums shown in the study.The low TV multiples and acquisition premiums,respectively,are not necessarily associated with the transactions with the lowest transaction value,and the high TV multiples and acquisition premiums,respectively,are not necessarily associated with the transaction with the highe
63、st transaction value.Similarly,the low and high acquisition premiums,respectively,are not necessarily associated with the transactions with the lowest and highest transaction value or TV multiples.(1)Calculation excludes negative premiums.(Dollars in Millions)(Dollars in Millions)Yes19%No81%TVTV/Rev
64、enueTV/EBITDATV/EBIT1 Day1 Week4 WeeksLow$165.10.4x5.1x11.4x28.6%33.9%31.1%High$6,707.99.9x25.0 x36.3x207.0%207.0%152.9%Median$805.62.4x13.7x16.5x75.7%69.8%69.0%Mean$1,575.53.8x14.4x21.4x88.4%89.1%72.7%LTM MultiplesAcquisition Premiums(1)TVTV/RevenueTV/EBITDATV/EBIT1 Day1 Week4 WeeksLow$68.80.8x4.3x
65、6.7x0.8%2.2%6.7%High$46,173.417.0 x27.2x46.9x129.4%121.6%111.0%Median$5,356.57.9x14.8x28.8x26.1%30.8%40.6%Mean$7,673.38.2x15.4x27.1x35.7%36.4%42.7%LTM MultiplesAcquisition Premiums(1)75%36%0%10%20%30%40%50%60%70%80%Significant or SubstantialStockholder Initiated TransactionsAll Transactions%of Trans
66、actionsSpecial Committees21 In 36%of the transactions in the Study,a committee of independent directors was appointed to review and/or negotiate the transaction.Special committees were appointed in nine(75%)of 12 transactions that were initiated by a substantial or significant stockholder.Was a Spec
67、ial Committee of Independent Directors Formed to Review the Transaction?%of Transactions With Special CommitteesSource:Public filings.20192020 Study:Yes:31%No:69%20192020 Study:Significant or Substantial:100%All:31%Yes36%No64%Yes50%No50%Special Committees(cont.)22 In eight(50%)of the 16 transactions
68、 where a special committee was formed,compensation paid to the committee members was disclosed.In two instances,each committee member was paid only a flat fee.In five instances,each committee member was paid on a per-meeting or per-month basis.In one instance,each committee member was paid a flat fe
69、e as well as on a per-month basis.The per-month fee was decreased from the go-shop period through the consummation of the transaction.If There Was a Special Committee Formed,Was Compensation to Its Members Disclosed?Summary Statistics for Special Committee Monthly Compensation(1)Source:Public filing
70、s.(1)Does not include the instances for per meeting compensation or lump sum compensation.Special Committee ChairpersonSpecial Committee MemberLow$10,000$5,000High$39,000$36,000Median$35,000$20,000Mean$28,000$23,20020192020 Study:Yes:30%No:70%Post-Transaction Employment23 Boards of directors of goin
71、g-private targets are reluctant to allow management to discuss post-transaction employment prior to the boards selection of a winning bidder.Did Management Discuss Post-Transaction Employment Prior to the Boards Selection of a Winning Bid?Source:Public filings.20192020 Study:Yes:25%No:75%Yes22%No78%
72、13E-3 Transactions24 Twenty-seven percent of the transactions in the Study were“13E-3 transactions”as defined under the Securities Exchange Act of 1934.(1)Was the Transaction a 13E-3 Transaction?Source:Public filings.(1)A going-private transaction is subject to Rule 13E-3 if it involves(i)a purchase
73、 of any equity security by the issuer of such security or by an affiliate or(ii)a tender offer for any equity security made by the issuer or by an affiliate.An affiliate is viewed as a person who directly or indirectly controls,is controlled by,or is under common control with the issuer.Due to the p
74、otential for abuse and overreaching by the issuer and/or its affiliates,who may be viewed as having roles on both sides of the transactions,and the significant impact that such transactions can have on minority shareholders,Rule 13E-3 imposes certain filing,dissemination,heightened disclosure and an
75、ti-fraud requirements on issuers and their affiliates engaged in these types of transactions.20192020 Study:Yes:12%No:88%Yes27%No73%Stockholder Lock-Ups25 Stockholder agreements to vote in favor of the transaction(a“lock-up”)were observed in 38%of the transactions in the Study.Of the 29 transactions
76、 involving a target with a significant stockholder,11(38%)had a lock-up.Eight(89%)of the nine transactions involving a target with a substantial stockholder had a lock-up of that stockholder.Transactions With Stockholder Lock-Ups as a%of Total TransactionsTransactions With Significant Stockholder Lo
77、ck-Ups as a%of Total Transactions With Significant StockholdersTransactions With Substantial Stockholder Lock-Ups as a%of Total Transactions With Substantial StockholdersSource:Public filings.20192020 Study:Yes:25%No:75%20192020 Study:Yes:14%No:86%20192020 Study:Yes:86%No:14%Yes38%No62%Yes38%No62%Ye
78、s89%No11%Approval by a Majority of the Minority26 In the Study,three of the 13 transactions(15%)initiated by a substantial or significant stockholder or management were subject to approval by a majority of the minority stockholders.Was the Transaction Subject to Approval by a Majority of the Minorit
79、y if Initiated by a Substantial Stockholder,Significant Stockholder or Management?Source:Public filings.20192020 Study:Yes:25%No:75%Yes15%No85%Transaction Structure27 Despite the advantage of being able to quickly gain control of a target through the use of a tender offer,89%of the transactions in t
80、he Study were structured as one-step merger transactions.Transaction StructureSource:Public filings.20192020 Study:Two Step:16%One Step:84%One Step89%Two Step11%424214More Than$10,000$5,000 to$10,000$1,000 to$5,000Less Than$1,000All TransactionsNumber of TransactionsTransaction Value($Mil
81、lions)Club Deals28 Twelve(27%)of the transactions in the Study were“club deals”involving two or more sponsors.Number of Club Deals by Transaction ValueSources:S&P Capital IQ and public filings.(Dollars in Millions)20192020 Study:Club Deals:22%37.5 41.3 38.0 33.3 37.8 0.05.010.015.020.025.030.035.040
82、.045.0More Than$10,000$5,000 to$10,000$1,000 to$5,000Less Than$1,000AllTransactionsGo-Shop Provisions29 Thirteen(29%)of the transactions in the Study provided for a post-agreement go-shop period.The average go-shop period length for all of the observed transactions was 37.8 days,with smaller transac
83、tions having shorter average“shopping days.”Was There a Go-Shop Provision?Average Length of Go-Shop(Days)20192020 Study:Yes:44%No:56%Yes29%No71%(Dollars in Millions)Sources:S&P Capital IQ and public filings.Go-Shop Provisions(cont.)30 Go-shop provisions were not present in any(0%)of the three transa
84、ctions that were not preceded by an auction process.If There Was an Auction Process,Was There a Go-Shop Provision?Source:Public filings.If There Was Not an Auction Process,Was There a Go-Shop Provision?20192020 Study:Yes:45%No:55%20192020 Study:Yes:42%No:58%Yes31%No69%Yes0%No100%Fiduciary Out to a S
85、uperior Proposal31 All transactions contained a fiduciary out in the event the target received a superior outside proposal(either pursuant to a go-shop provision or otherwise);however,in all cases,the original bidder was granted matching rights effective for a period of up to five days.If There Was
86、a Fiduciary Out for a Superior Proposal,Did the Original Bidder Have Matching Rights?Source:Public filings.If the Bidder Did Have Matching Rights,Over What Period Were the Matching Rights Effective?20192020 Study:5 Days:36%4 Days:37%3 Days:18%2 Days:9%1 Day:0%20192020 Study:Yes:100%No:0%Yes100%No0%1
87、 Day7%2 Days2%3 Days20%4 Days59%5 Days12%Fiduciary Out for an Intervening Event32 In all of the transactions in the Study,the target board was permitted to change its recommendation in favor of a deal by reason of an“intervening event.”The definition of an intervening event varies by deal,but typica
88、l definitions may include that such event was not known by the targets board and/or management as of the date of the merger agreement,is material,was not reasonably foreseeable,and/or occurs or arises after the date of the merger agreement.Source:Public filings.Was There a Fiduciary Out for an“Inter
89、vening Event”?20192020 Study:Yes:91%No:9%Yes100%No0%Was There a Financing Out in the Agreement?Financing33 None of the transactions in the Study were conditioned on the availability of financing.Source:Public filings.20192020 Study:Yes:6%No:94%Yes0%No100%Was a Commitment Letter Delivered Upon Signin
90、g the Transaction Agreement?Financing(cont.)34 Commitment letters for the provision of debt and/or equity financing were delivered prior to signing the acquisition agreement in 96%of the transactions in the Study.Source:Public filings.20192020 Study:Equity&Debt:69%Equity Only:19%Debt Only:6%Neither:
91、6%Equity Only18%Debt Only4%Equity&Debt73%Neither4%Did the Financial Sponsor Guarantee the Reverse Termination Fee?Financing(cont.)35 In 78%of transactions,the financial sponsor(through the fund making the investment)guaranteed the payment of any reverse termination fees.Source:Public filings.2019202
92、0 Study:Yes:71%No:29%Yes78%No22%Termination Fees36 Ninety-six percent of the transactions in the Study featured a termination fee payable to the acquirer under certain circumstances in which the transaction did not close.Median and mean termination fees as a percentage of transaction value were appr
93、oximately 2.6%and 3.0%,respectively,for all transactions.Sources:S&P Capital IQ and public filings.Did the Transaction Have a Termination Fee?Termination Fee as a%of Transaction Value20192020 Study:Yes:100%No:0%Yes96%No4%More Than$10.0 Billion$5.0 Billion to$10.0 Billion$1.0 Billion to$5.0 BillionLe
94、ss Than$1.0 BillionAll TransactionsLow0.6%0.7%0.6%1.9%0.6%High3.0%6.0%3.8%12.4%12.4%Median2.4%2.4%2.6%3.3%2.6%Mean2.3%2.6%2.5%4.3%3.0%Bifurcated Termination Fees37 The majority of the transactions in the Study that had“go-shop”provisions had a bifurcated structure pursuant to which the termination f
95、ee during the go-shop period was lower than the termination fee payable after the go-shop period had ended.Source:Public filings.For Transactions With Go-Shop Provisions,Was the Fee Bifurcated During the Go-Shop Period?20192020 Study:Yes:62%No:38%Yes85%No15%Reverse Termination Fees38 Eighty-two perc
96、ent of the transactions in the Study had a reverse termination fee payable by the acquirer if the financing for the transaction fell through or the acquirer otherwise terminated the acquisition agreement.Median and mean reverse termination fees as a percentage of transaction value were approximately
97、 5.2%and 5.9%,respectively,for all transactions.Did the Transaction Have a Reverse Termination Fee?Reverse Termination Fee as a%of Transaction Value20192020 Study:Yes:97%No:3%Yes82%No18%Sources:S&P Capital IQ and public filings.More Than$10.0 Billion$5.0 Billion to$10.0 Billion$1.0 Billion to$5.0 Bi
98、llionLess Than$1.0BillionAll TransactionsLow2.2%1.4%3.6%2.7%1.4%High9.0%12.0%7.7%25.8%25.8%Median4.7%5.5%4.7%5.6%5.2%Mean5.1%6.2%5.1%6.8%5.9%Expense Reimbursement in the Event of Termination39 Thirty-eight of the termination fee provisions observed in the Study addressed treatment of expenses.Of the
99、se,10(26%)transactions provided for the reimbursement of transaction expenses(i.e.,expense reimbursement was incremental to the termination fee payable upon termination).Additionally,expense reimbursement was treated as an incremental expense in six(17%)of the 36 reverse termination fee provisions t
100、hat specified expense treatment.Source:Public filings.Were Expenses Included in the Termination Feeor Incremental?Were Expenses Included in the Reverse Termination Fee or Incremental?20192020 Study:Incremental:36%Included:64%20192020 Study:Incremental:47%Included:53%Included74%Incremental26%Included
101、83%Incremental17%Initial Offer per Share Price Premium40 In 25(56%)of the transactions in the Study,the first per share offer by any bidder was 20%to 50%higher than the targets current stock price as of that date.Source:Public filings.What Was the%Premium of the First Offer to Market Price of the Ta
102、rgets Stock?20192020 Study:0%10%:210%20%:520%50%:19More Than 50%:232025300%10%10%20%20%50%More Than 50%Final Transaction Value per Share Premium41 In 21(47%)of the transactions in the Study,the final deal price was 0%to 10%higher than the initial per share offer by any bidder,and notably,
103、11(24%)of the transactions had a final deal price below the first offer price.Source:Public filings.What Was the%Premium of the Final Deal Price to the First Offer Price?20192020 Study:Less Than 0%:60%10%:710%20%:7More Than 20%:10152025Less Than 0%0%10%10%20%More Than 20%Duration of Negot
104、iation Process42 In 18(40%)of the transactions in the Study,100 to 200 days passed between the initial bid received by the target and the signing of the merger agreement.Source:Public filings.What Was the Number of Days Between the Initial Bid and Signing of the Merger Agreement?801214161
105、820050 Days50100 Days100200 DaysMore Than 200 Days03APPENDICES03APPENDICESTransaction DetailsTransaction Details45Source:S&P Capital IQ.EBIT refers to Earnings Before Interest and Taxes.EBITDA refers to Earnings Before Interest,Taxes,Depreciation,and Amortization.LTM refers to Latest 12 Months.NA re
106、fers to Not Available.NM refers to Not Meaningful.TV refers to Transaction Value.LTM MultiplesAcquisition PremiumsDateAnnouncedStatusTargetAcquirer Name(s)TV($mil)TV/RevenueTV/EBITDATV/EBIT1 Day1 Week1 Month12/16/2022ClosedMaxar Technologies Inc.Advent International Corp.;British Columbia Investment
107、 Management Corp.$6,542.03.7x14.2x43.6x129.4%121.6%111.0%12/16/2022ClosedTrean Insurance Group,Inc.Altaris Capital Partners,LLC$172.1NANANA97.1%107.1%165.1%12/12/2022ClosedCoupa Software Inc.Abu Dhabi Investment Authority;Thoma Bravo,LP$8,193.610.0 xNMNM30.5%29.2%46.7%11/28/2022ClosedINDUS Realty Tr
108、ust,Inc.GIC Real Estate,Inc.;Centerbridge Partners,LP$803.916.3x30.8x109.2x17.0%17.0%30.4%11/16/2022ClosedElevate Credit,Inc.Park Cities Asset Management LLC$68.8NANANA76.4%94.8%85.1%11/03/2022AnnouncedFocus Financial Partners Inc.Clayton,Dubilier&Rice,LLC;Stone Point Capital LLC$1,436.3NANANA56.0%5
109、5.2%52.9%10/27/2022ClosedUserTesting,Inc.Thoma Bravo,LP;Sunstone Partners Management,LLC$1,116.46.0 xNMNM94.3%111.9%88.9%10/27/2022ClosedAgroFresh Solutions,Inc.Paine Schwartz Partners,LLC$540.33.20 x9.4xNA87.5%87.5%85.2%10/24/2022ClosedWeber Inc.BDT Capital Partners,LLC$2,993.01.9xNMNM53.6%35.1%23.
110、1%10/11/2022AnnouncedForgeRock,Inc.Thoma Bravo,LP$1,999.09.9xNMNM53.4%50.1%33.3%09/28/2022ClosedBTRS Holdings Inc.EQT Partners Inc.$1,513.210.5xNMNM64.6%53.5%43.9%09/19/2022ClosedKnowBe4,Inc.Vista Equity Partners Management,LLC$3,769.313.0 x181.0 xNM43.9%28.3%27.0%09/15/2022ClosedStore Capital LLCGI
111、C Real Estate,Inc.;Oak Street Real Estate Capital,LLC$13,801.716.2x18.0 x28.8x20.4%18.1%10.4%08/17/2022ClosedHill International,Inc.Global Infrastructure Solutions Inc.$267.50.8x10.4x16.5x95.4%100.0%94.3%Transaction Details(cont.)46Source:S&P Capital IQ.EBIT refers to Earnings Before Interest and Ta
112、xes.EBITDA refers to Earnings Before Interest,Taxes,Depreciation,and Amortization.LTM refers to Latest 12 Months.NA refers to Not Available.NM refers to Not Meaningful.TV refers to Transaction Value.*Excluded from the range.LTM MultiplesAcquisition PremiumsDateAnnouncedStatusTargetAcquirer Name(s)TV
113、($mil)TV/RevenueTV/EBITDATV/EBIT1 Day1 Week1 Month08/08/2022ClosedAvalara,Inc.Vista Equity Partners Management,LLC$8,367.610.6xNMNM-2.1%*6.2%6.7%08/04/2022ClosedAtlas Air Worldwide Holdings,Inc.Apollo Global Management,Inc.;J.F.Lehman and Company,LLC;Hill City Capital LP$4,664.21.1x4.3x6.7x5.9%40.0%
114、66.4%08/03/2022ClosedPing Identity Holding Corp.Thoma Bravo,LP$2,796.39.1xNMNM63.1%58.7%54.9%07/26/2022ClosedPzena Investment Management,Inc.Pzena Investment Management LLC$117.2NANANA45.5%38.1%38.9%07/21/2022ClosedHanger,Inc.Patient Square Capital,LP$1,373.31.2x8.7x19.6x25.8%32.0%29.2%07/12/2022Clo
115、sedSharps Compliance Corp.Aurora Capital Partners$165.12.4x25.0 x154.1x207.0%207.0%152.9%06/24/2022ClosedZendesk,Inc.Hellman&Friedman LLC;Permira Advisers Ltd.;GIC Private Ltd.;Abu Dhabi Investment Authority$9,890.96.9xNMNM33.7%38.7%-15.9%*06/23/2022ClosedRadius Health,Inc.Gurnet Point Capital Limit
116、ed;Patient Square Capital,LP$821.43.8xNMNM23.5%29.6%85.5%06/21/2022ClosedConvey Health Solutions Holdings,Inc.TPG Capital,LP$251.10.7x20.5xNA143.1%156.1%82.3%06/14/2022ClosedContinental Resources,Inc.Omega Acquisition Inc.$33,715.63.6x4.8x6.7x15.2%2.2%28.4%05/20/2022ClosedCovetrus,Inc.Clayton,Dubili
117、er&Rice,LLC;TPG Capital,LP$4,182.70.9x22.4xNM16.5%37.5%30.2%05/11/2022ClosedTrecora ResourcesBalmoral Funds LLC$254.30.8x8.8x36.8x29.9%7.7%18.9%05/11/2022ClosedSwitch,Inc.IFM Investors Pty Ltd;DigitalBridge Group,Inc.$10,579.116.9x35.0 x99.3x11.4%8.2%11.6%05/06/2022ClosedHemisphere Media Group,Inc.I
118、nterMedia Advisors,LLC;Gato Investments LP$482.9NANANA85.7%80.0%70.7%Transaction Details(cont.)47Source:S&P Capital IQ.EBIT refers to Earnings Before Interest and Taxes.EBITDA refers to Earnings Before Interest,Taxes,Depreciation,and Amortization.LTM refers to Latest 12 Months.NA refers to Not Avail
119、able.NM refers to Not Meaningful.TV refers to Transaction Value.LTM MultiplesAcquisition PremiumsDateAnnouncedStatusTargetAcquirer Name(s)TV($mil)TV/RevenueTV/EBITDATV/EBIT1 Day1 Week1 Month04/29/2022ClosedGTY Technology Holdings Inc.GI Manager LP$417.36.6xNMNM122.6%138.6%86.4%04/25/2022ClosedPS Bus
120、iness Parks,Inc.Blackstone Real Estate Advisors LP$7,538.017.0 x26.6x39.2x11.8%14.9%15.3%04/19/2022ClosedAmerican Campus Communities,Inc.(nka:American Campus Communities LLC)Blackstone Real Estate Advisors LP$13,344.413.6x27.2x71.1x13.7%14.4%18.5%04/18/2022ClosedNatus Medical Inc.ArchiMed SAS$1,122.
121、42.3x17.0 x36.3x28.6%33.9%31.1%04/14/2022ClosedTwitter,Inc.X Holdings I Inc.$46,173.48.8x51.2xNM18.2%12.8%59.6%04/11/2022ClosedSailPoint Technologies Holdings,Inc.Thoma Bravo,LP$7,051.215.2xNMNM31.6%24.4%49.0%04/06/2022ClosedTufin Software Technologies Ltd.Turn/River Management,LP$488.84.2xNMNM44.0%
122、43.6%45.9%04/05/2022ClosedTivity Health,Inc.Stone Point Capital LLC$1,939.03.9x12.7x14.0 x0.8%6.6%9.1%04/01/2022ClosedManning&Napier,Inc.Callodine Group,LLC$162.5NANANA41.1%44.4%59.8%03/29/2022ClosedNielsen Holdings plcBrookfield Business Partners LP;Evergreen Coast Capital Corp.$15,762.64.5x13.4x17
123、.9x26.1%20.5%59.4%03/20/2022ClosedAnaplan,Inc.Thoma Bravo,LP$10,080.816.0 xNMNM26.0%38.0%42.4%02/24/2022ClosedSouth Jersey Industries,Inc.JP Morgan Asset Management$7,846.13.9x16.6x30.1x53.3%51.6%47.6%02/23/2022ClosedTenneco Inc.Apollo Global Management,Inc.$6,707.90.4x5.1x11.4x100.4%84.3%85.0%02/22
124、/2022ClosedHoughton Mifflin Harcourt CompanyVeritas Capital Fund Management,LLC$2,671.02.5x15.3x46.9x15.9%14.5%25.1%Transaction Details(cont.)48Source:S&P Capital IQ.EBIT refers to Earnings Before Interest and Taxes.EBITDA refers to Earnings Before Interest,Taxes,Depreciation and Amortization.LTM re
125、fers to Latest 12 Months.TV refers to Transaction Value.(1)Calculation excludes negative premiums and other outliers.*Excluded from the range.LTM MultiplesAcquisition PremiumsDateAnnouncedStatusTargetAcquirer Name(s)TV($mil)TV/RevenueTV/EBITDATV/EBIT1 Day1 Week1 Month02/16/2022ClosedPreferred Apartm
126、ent Communities,Inc.Blackstone Real Estate Income Trust,Inc.$5,356.511.9x20.3x52.6x7.4%39.2%38.2%02/14/2022ClosedCornerstone Building Brands,Inc.Clayton,Dubilier&Rice,LLC$6,158.81.1x7.1x17.1x34.0%53.9%50.9%01/31/2022ClosedCitrix Systems,Inc.TIBCO Software Inc.(nka:Cloud Software Group,Inc.)$16,654.9
127、5.2x26.1x44.3x-1.5%*-2.2%*9.9%Low(1)$68.80.4x4.3x6.7x0.8%2.2%6.7%High(1)$46,173.417.0 x181.0 x154.1x207.0%207.0%165.1%Median(1)$2,796.35.2x16.8x36.3x34.0%38.4%46.3%Mean(1)$6,007.97.1x25.1x43.0 x51.2%52.0%52.4%03APPENDICES20192020 Going-Private Transaction Study Summary20192020 Transaction Analysis b
128、y Target Company Size50 Twenty-six of the transactions(81%)in the 20192020 Going-Private Transaction Study had a TV in excess of$500 million,with 20 transactions(63%)in excess of$1.0 billion.Transaction values in 2019 and 2020,on average,were materially higher than transaction values in the 2016 and
129、 2017 Study.For the calendar years ended December 31,2016,and December 31,2017,there were 50 going-private transactions with median and average TV of$970.6 million and$1,945.1 million,respectively.Analysis by Target Company SizeSource:S&P Capital IQ.(1)Excludes one transaction that was structured as
130、 a separate asset sale and merger.Notes:Mean and median calculations exclude negative premiums and other outliers.The high and low metrics shown in this chart represent the high and low TVs,TV multiples,and acquisition premiums shown in the study.The low TV multiples and acquisition premiums,respect
131、ively,are not necessarily associated with the transactions with the lowest transaction value,and the high TV multiples and acquisition premiums,respectively,are not necessarily associated with the transaction with the highest transaction value.Similarly,the low and high acquisition premiums,respecti
132、vely,are not necessarily associated with the transactions with the lowest and highest transaction value or TV multiples.TransactionNumber ofLTM MultiplesAcquisition Premiums(1)ValueTransactionsTV($mil)TV/RevenueTV/EBITDATV/EBIT1 Day1 Week4 WeeksMore Than$1 Billion20Median$2,647.93.88x12.1x27.0 x18.9
133、%25.0%28.6%Mean$4,402.14.37x18.1x41.6x22.7%26.1%28.0%$500 Million to6Median$843.13.52x14.4x28.6x30.8%31.9%41.5%$1 BillionMean$817.03.79x18.6x30.9x43.2%41.9%53.0%$100 Million to5Median$212.41.22x8.4x20.5x34.7%44.5%13.4%$500 MillionMean$216.81.17x8.6x19.9x34.5%40.4%27.9%Less Than1Median$57.71.26x2.3xN
134、ANANANA$100 MillionMean$57.71.26x2.3xNANANANAAll Transactions32Median$1,706.71.93x11.3x26.8x25.9%28.0%29.3%Mean$2,940.23.75x16.1x35.5x28.8%31.7%33.2%20192020 Transaction Analysis by Date Announced51 Transaction volume during 2019 and 2020 peaked in the fourth quarter of 2020,with slightly more trans
135、actions in 2020(18)than in the prior year(14).Median EBITDA and EBIT multiples were volatile during the two-year period,with the median EBITDA multiples ranging from 2.3x to 88.0 x and the median EBIT multiples ranging from 15.1x to 129.4x.Sources:Refinitiv and S&P Capital IQ.Notes:Mean and median c
136、alculations exclude negative premiums and other outliers.The high and low metrics shown in this chart represent the high and low TVs,TV multiples,and acquisition premiums shown in the study.The low TV multiples and acquisition premiums,respectively,are not necessarily associated with the transaction
137、s with the lowest transaction value,and the high TV multiples and acquisition premiums,respectively,are not necessarily associated with the transaction with the highest transaction value.Similarly,the low and high acquisition premiums,respectively,are not necessarily associated with the transactions
138、 with the lowest and highest transaction value or TV multiples.(1)Excludes one transaction that was structured as a separate asset sale and merger.Number ofLTM MultiplesAcquisition Premiums(1)Transaction DateTransactionsTV($mil)TV/RevenueTV/EBITDATV/EBIT1 Day1 Week4 Weeks1/1/2019 3/31/20191Median$10
139、,822.49.49x88.0 x129.4x19.3%21.2%32.2%Mean$10,822.49.49x88.0 x129.4x19.3%21.2%32.2%4/1/2019 6/30/20195Median$2,750.63.52x10.8x22.9x15.6%17.5%18.3%Mean$4,812.13.08x13.0 x24.6x20.7%20.3%24.4%7/1/2019 9/30/20194Median$2,460.33.81x13.3x20.9x24.4%22.8%19.6%Mean$3,813.23.21x13.5x21.8x27.0%24.5%21.5%10/1/2
140、019 12/31/20194Median$3,254.72.49x8.4x15.1x10.0%16.3%6.2%Mean$3,365.93.17x9.4x42.6x10.0%16.3%14.7%1/1/2020 3/31/20202Median$2,264.83.46x7.3x35.8x20.7%35.5%48.3%Mean$2,264.83.46x7.3x35.8x20.7%35.5%48.3%4/1/2020 6/30/20201Median$57.71.26x2.3xNANANANAMean$57.71.26x2.3xNANANANA7/1/2020 9/30/20205Median$
141、702.11.68x20.2x29.6x32.7%42.8%27.8%Mean$858.12.67x20.2x32.5x49.6%53.8%50.4%10/1/2020 12/31/202010Median$978.41.42x10.0 x28.6x28.9%32.7%41.2%Mean$2,160.84.58x14.5x34.4x31.5%35.2%37.7%All Transactions32Median$1,706.71.93x11.3x26.8x25.9%28.0%29.3%Mean$2,940.23.75x16.1x35.5x28.8%31.7%33.2%Analysis by Tr
142、ansaction Announcement Date03APPENDICESIntroduction to Houlihan LokeyHoulihan Lokey is the trusted advisor to more top decision-makers than any other independent global investment bankLeadingCapital Markets AdvisorTop Global M&A Firm No.1Global Restructuring AdvisorTop Global Restructuring FirmNo.1G
143、lobal M&A Fairness Opinion Advisor Over the Past 25 YearsTop Global Fairness Opinion Firm1,500+Transactions Completed Valued at More Than$3.0 Trillion Collectively1,000+Annual Valuation Engagements53No.1Global M&A Advisor Under$1 BillionNo.1U.S.M&A Advisor 54PRODUCT EXPERTISEDEDICATED INDUSTRY GROUP
144、S36Locations Worldwide2,610Global Employees313Managing Directors(1)$1.8BRevenues(2)$6.5BMarket Capitalization(3)KEY FACTS AND FIGURESCorporate FinanceFinancial RestructuringFinancial and Valuation AdvisoryBusiness ServicesConsumer,Food,and RetailEnergyFinancial ServicesFinTech HealthcareIndustrialsR
145、eal Estate,Lodging,and LeisureTechnology(1)As of April 2023;excludes corporate MDs.(2)LTM ended March 31,2023.(3)As of June 2023.Our product knowledge,industry expertise,and global reach deliver superior results Importance of Sponsors HL has sold over 184 companies to financial sponsors in 2022Broad
146、est&DeepestFinancial Sponsor Coverage Group HL has 25 senior officers dedicated to the sponsor community in the Americas and Europe Coverage of 1,000+private equity firms,250+credit funds and 75+family offices Organized geographically to ensure client coverage proximityHigh Quality Relationships 196
147、 Closed M&A transactions in 2022(with sponsors)52 Closed FRG transactions in 2022(with sponsors)1,800 FVA engagements worked on in 2022(with sponsors)Provide financial sponsors access to successful solutions with coverage officers facilitating two-way information flow between the sponsors and Houlih
148、an LokeyUnparalleledData on Buyer Behavior Knowledge of,and database on,financial sponsor preferences and behavior through our relationships and deal flow Collect and analyze comprehensive data on industry,size and general market trendsOverview of Financial Sponsors Group 55Houlihan Lokey has the la
149、rgest Financial Sponsors Group focused on mid and large-cap funds.In the past five years,800+Private Equity firms have chosen Houlihan Lokey to advise on M&A or Capital Raising for their portfolio companiesLargest Financial Sponsor Group Deep Relationships Across Fund Sizes and Types03APPENDICESSele
150、cted Professional BiographiesQUALIFICATIONSRichard De RoseSenior AdvisorNEW YORK Mr.De Rose is a member of Houlihan Lokeys Financial and Valuation Advisory business,where his primary responsibilities include providing investment banking,valuation,and transactional opinion services.He is a member of
151、the firms Fairness,Solvency,and Technical Standards committees.With over three decades of investment banking experience,Mr.De Rose has extensive expertise in successfully managing complex transactions across a broad spectrum of industries.Before joining Houlihan Lokey,Mr.De Rose served as Managing D
152、irector in the M&A Group of Bear,Stearns&Co.Inc.In that capacity,he advised clients in negotiated M&A,divestitures,leveraged buyouts,contested takeovers,and proxy fightscompleting more than 200 M&A transactions.In addition,he was a Managing Director in Bear Stearns Financial Restructuring Group,advi
153、sing debtors,senior lenders,bondholders,and prospective acquirers of Chapter 11 debtors and other financially distressed companies.He also served as a member of Bear Stearns Valuation Committee.Mr.De Rose began his career as a corporate attorney at Wachtell,Lipton,Rosen&Katz.His responsibilities the
154、re included providing counsel to clients in M&A transactions and public and private securities offerings,as well as advising banks and institutional investors in connection with debt financings and troubled loan workouts.Mr.De Rose earned a B.A.in Philosophy from the University of Pennsylvania,a Ph.
155、D.in Philosophy from Brown University,and a J.D.from the New York University School of Law.He is currently a member of the Mergers&Acquisitions Committee of the American Bar Association and the American Bankruptcy Institute.Mr.De Rose is a member of the Corporation Law Committee and a former member
156、of the M&A Committee of the New York City Bar Association.He is also the past Chairman of the Corporation Law Committee of the New York State Bar Association(NYSBA)and a member of the Executive Committee of the Business Law Section of the NYSBA.Mr.De Rose has been qualified as an expert in valuation
157、 by the Delaware Chancery Court.University of PennsylvaniaB.A.Brown UniversityPh.D.New York UniversityJ.D.Bear,Stearns&Co.Wachtell,Lipton,Rosen&KatzPAST57QUALIFICATIONSMatt KavneyVice PresidentATLANTAMr.Kavney is a member of Houlihan Lokeys Financial and Valuation Advisory business.He primarily advi
158、ses boards of directors,special committees,company management,and other constituents in evaluating transaction proposals,strategic alternatives,and corporate governance matters as well as understanding critical deal-related issues.Mr.Kavney is also active in the firms Transaction Opinions practice a
159、nd is experienced in providing fairness,solvency,and other transaction opinions to public and private clients on take-privates,spin-offs,recapitalizations,asset sales,and other M&A transactions across a variety of industries.Before joining Houlihan Lokey,Mr.Kavney was awarded an investment banking s
160、ummer analyst position at Wells Fargo Securities.Mr.Kavney graduated with highest honors from the Georgia Institute of Technology,earning a B.S.in Mechanical Engineering and a Certificate of Finance.Georgia Institute of TechnologyB.S.Wells Fargo SecuritiesPAST58QUALIFICATIONSGretta ConrathAssociateC
161、HICAGOMs.Conrath is a member of Houlihan Lokeys Financial and Valuation Advisory business.Her experience includes fairness opinions,solvency opinions,ESOP-related transactions,and general business valuation.Before joining Houlihan Lokey,Ms.Conrath worked as a Senior Consultant in Deloittes investmen
162、t management tax practice.Ms.Conrath graduated with distinction and honors from the University of WisconsinMadison with a B.B.A.in Accounting and Information Systems and a concentration in French.She is a Certified Public Accountant in the state of Illinois.University of WisconsinMadisonB.B.A.Certif
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174、st performance should not be taken as an indication or guarantee of future performance,and information contained herein may be subject to variation as a result of currency fluctuations.Houlihan Lokey makes no representations or warranties,expressed or implied,regarding the accuracy of this material.
175、The views expressed in this material accurately reflect the personal views of the authors regarding the subject securities and issuers and do not necessarily coincide with those of Houlihan Lokey.Officers,directors,and partners in the Houlihan Lokey group of companies may have positions in the secur
176、ities of the companies discussed.This presentation does not constitute advice or a recommendation,offer,or solicitation with respect to the securities of any company discussed herein,is not intended to provide information upon which to base an investment decision,and should not be construed as such.
177、Houlihan Lokey or its affiliates may from time to time provide investment banking or related services to these companies.Like all Houlihan Lokey employees,the authors of this presentation receive compensation that is affected by overall firm profitability.Disclaimer61CORPORATE FINANCE FINANCIAL RESTRUCTURING FINANCIAL AND VALUATION ADVISORYHL.com