2010 Transaction Termination Fee Study June 2011 · 2013-10-29 · Houlihan Lokey’s 2010...

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2010 Transaction Termination Fee Study June 2011

Table of Contents

Page

2010 Transaction Termination Fee Study Summary 2

2010 Transaction Termination Fee Detail 26

2010 Reverse Transaction Termination Fee Detail 37

About Houlihan Lokey 42

Disclaimer 44

2010 Transaction Termination Fee

Study

1

2010 Transaction Termination Fee Study Summary

Introduction

Houlihan Lokey’s 2010 Transaction Termination Fee Study (the “2010 Study”) employs search andscreening criteria similar to those used in previous studies. We applied these criteria to the universe ofannounced transactions in 2008, 2009 and 2010 to provide a basis for comparison. In the past, our studiesfocused on termination fees solely as a percentage of “transaction value” (i.e., the total value ofconsideration paid by an acquirer, excluding fees and expenses). For the most part, transaction value istantamount to “equity value.” We have also analyzed termination fee as a percentage of target enterprisevalue to reflect the growing judicial recognition of “enterprise value” as a benchmark for assessingacceptable termination fee levels. Enterprise value (EV) is defined as the number of shares outstandingmultiplied by the per share offer price, plus the cost to acquire convertible securities, debt and preferredequity, and minus cash and marketable securities.

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

The target company is a U.S. public company.

The transaction announcement date is between January 1 and December 31, 2010.

The transaction value is greater than $50 million.

The transaction type, as classified by Thomson Reuters, comprises

Acquisitions of full, majority or remaining interest;

Leveraged buyouts; and

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

The deal status is completed, pending or withdrawn.

The target termination fee is disclosed.

For the 2010 Study, 184 transactions met these criteria. We have analyzed these transactions in terms ofboth transaction and enterprise values.


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Transaction Termination Fees

Given the time and expense involved in negotiating and structuring a proposed transaction, acquirers arecontinuously looking for creative ways to deter competing bids before the consummation of a transaction.Protective devices used by acquirers are heavily negotiated and may include termination fees, “lockup”agreements and “no-shop” provisions. Conversely, in seeking to help maximize stockholder value, boardsof 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 typicallypayable by the target to the acquirer to compensate the acquirer if the transaction fails to close because,among other things:

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

The target’s board changes its recommendation and the acquirer elects to terminate the mergeragreement rather than proceed with the stockholder vote; or

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

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


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Enterprise and Transaction Values2010 Transaction Termination Fee Study Summary

5

Of the 184 transactions reviewed in 2010, the mean transaction value equaled approximately $1.3 billion, a 51.6% decrease fromthe 2009 mean transaction value. The mean enterprise value equaled approximately $1.6 billion, down 50.4% from the 2009mean enterprise value of $3.2 billion.

The median transaction value in 2010 equaled $419.6 million, a 39.9% increase from the 2009 median transaction value of$300.0 million. The median enterprise value equaled $475.5 million, which was 31.9% higher than the 2009 median enterprisevalue of $360.4 million.

Enterprise and Transaction Value Annual Summary($ in millions)

Enterprise Value(1) Transaction Value

2010 2009 2008 2010 2009 2008

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

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

No. of Transactions 159 95 129 184 99 146

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

Transaction Termination Fees - Transaction Value

In the 2010 Study, termination fees as a percentage of transaction value ranged from 0.9% to 30.4%, witha mean of 3.5% and a median of 3.3%.

The 0.9% termination fee was observed in the $181 million acquisition of Care Investment Trust Inc. byTiptree Financial Partners, L.P., a Tricadia Capital LLC fund.

The 30.4% termination fee was observed in Cerberus Capital Management, L.P.’s $988 millionacquisition of DynCorp International, Inc. This termination fee was payable by either party in the eventof a “willful breach” of the merger agreement by such party. Apart from a “willful breach” by it, thetermination fee, otherwise payable by the target, was 3.0% of the transaction value.

The median termination fees as a percentage of transaction value for deals announced in 2010 fell slightlycompared to 2009 levels.


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Transaction Termination Fees as a Percentage of Transaction Value

2010 2009 2008

Mean 3.5% 3.5% 3.4%

Median 3.3% 3.4% 3.3%

Source: Thomson Reuters.

Transaction Termination Fees - Transaction Value (cont.)

The distribution of termination fees as a percentage of transaction value generally resembles a classic bellcurve, with most results clustered around the observed mean (3.5%) and median (3.3%).


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Distribution of Termination Fee Percentages


0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

30.0%

< 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%

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Termination Fee as a Percentage of Transaction Value

2008

2009

2010

Transaction Termination Fees - Enterprise Value2010 Transaction Termination Fee Study Summary

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

A high percentage of all sampled transactions in 2010 had enterprise values less than $250 million, many of which involved targetcompanies with significant net cash positions (i.e., cash exceeded total debt on the target’s balance sheet). As a result, the observedmedian termination fee percentage (enterprise value) of 3.3% is not lower than that observed using transaction values as wouldtypically be expected.


Transaction Termination Fees as a Percentage of Enterprise Value (1)

2010 2009 2008

Mean 3.4% 3.6% 3.8%

Median 3.3% 3.2% 3.3%

Transaction Termination Fees - Enterprise Value (cont.)

The distribution of termination fees as a percentage of enterprise value appears to be slightly weightedtoward fees as a percentage of enterprise value at and above the mean (3.4%) and median (3.3%).


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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%

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Termination Fee as a Percentage of Enterprise Value

2008

2009

2010

Transaction Termination Fees – Semiannual Summary

The number of M&A transactions announced increased in the second half of 2010, which represents thefourth consecutive semiannual increase. The median size of transactions throughout 2010 remained wellbelow the median transaction and enterprise values observed in 2007 ($790.6 million and $1.1 billion,respectively), but continued to exceed the values observed during the recession.

In dollar terms, the median termination fee increased from $10.5 million in the first half of 2010 to $14.0million in the second half of 2010, primarily due to an increase in the size of observed deals (e.g., mediantransaction value increased from $323.3 million to $432.2 million). The median termination fee increasedslightly as a percentage of transaction value and enterprise value in the second half of 2010.


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2010 Termination Fee Summary($ in millions)

First Half of 2010 Second Half of 2010

No. of Transactions 81 103

Median Transaction Value $323.3 $432.2

Median Enterprise Value (1) $427.1 $560.7

Median Termination Fee $10.5 $14.0

Median Fee as a Percentage of Transaction Value 3.2% 3.3%

Median Fee as a Percentage of Enterprise Value (1) 3.2% 3.3%


Termination Fees by Transaction Size - Transaction Value


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In the 2010 Study, 54 deals had transaction values greater than $1 billion, compared with only 26 in 2009. These billion-dollartransactions accounted for 29.3% of the sample in 2010, compared to 26.3% in 2009 and 28.8% in 2008. For these deals, themedian termination fee as a percentage of transaction value decreased from 3.3% in 2009 to 3.0% in 2010.

The highest termination fee among the transactions in 2010 was observed in Sanofi-Aventis SA’s $21.2 billion acquisition ofGenzyme Corp. (termination fee of $575 million, or 2.7% of transaction value).

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

No. of Transactions

MedianTransaction Value

MedianTermination Fee

Median Termination Fee as a Percentage of

Transaction Value (1)

Transaction Size 2010 2009 2010 2009 2010 2009 2010 2009

$50 million to $250 million 69 44 $130.2 $106.9 $4.3 $3.6 3.7% 3.7%


$500 million to $1 billion 28 15 $717.2 $634.9 $23.9 $23.6 3.4% 3.5%

More than $1 billion 54 26 $2,315.1 $3,144.2 $69.5 $117.5 3.0% 3.3%

All 184 99 $419.6 $300.0 $12.8 $10.0 3.3% 3.4%

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

Termination Fees by Transaction Size - Distribution of Termination Fee

In dollar terms, termination fees tend to be heavily weighted toward the lower end of the distributioncurve. This weighting was less pronounced in 2010 because the median transaction value increasedconsiderably from $263 million and $300 million in 2008 and 2009, respectively, to $419.6 million in2010.

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


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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

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Termination Fee ($ millions)

2008

2009

2010

Termination Fees by Transaction Size - Enterprise Value


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In the 2010 Study, 55 deals had enterprise values greater than $1 billion compared with only 29 deals in 2009. These billion-dollartransactions accounted for approximately 34.6% of the sample in 2010, compared to 30.5% in 2009 and 34.1% in 2008. Withinthis segment of the sample, the median termination fee was 2.8% of enterprise value, down from 2.9% in 2009.

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

Termination Fees by Enterprise Value(1)

($ in millions)

No. of Transactions

MedianEnterprise Value

MedianTermination Fee


Enterprise Value(2)

Deal Size (Enterprise Value) 2010 2009 2010 2009 2010 2009 2010 2009

Less than $250 million 51 40 $109.0 $109.5 $4.2 $4.0 4.0% 3.7%


$500 million to $1 billion 24 15 $692.6 $613.5 $21.2 $23.5 2.7% 3.2%

More than $1 billion 55 29 $2,747.6 $3,477.9 $67.0 $71.6 2.8% 2.9%

All 159 95 $475.5 $360.4 $14.0 $10.0 3.3% 3.2%

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 Consideration Form2010 Transaction Termination Fee Study Summary

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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 2010, a greater percentage of the transactions were structured using cash consideration comparedto 2009.

Termination Fee by Consideration Form($ in millions)

No. of Transactions

Median

Median Termination Fee


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

Consideration Form 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009

All Stock 22 25 $819.0 $143.2 $2,084.1 $196.4 $19.0 $4.9 3.4% 3.5% 2.6% 2.8%

All Cash 132 49 $383.7 $257.2 $420.6 $300.2 $11.4 $8.4 3.2% 3.4% 3.4% 3.4%

Cash and Stock 30 25 $421.8 $658.7 $681.2 $630.9 $12.4 $25.0 3.6% 3.5% 3.0% 3.1%

All 184 99 $419.6 $300.0 $475.5 $360.4 $12.8 $10.0 3.3% 3.4% 3.3% 3.2%

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 Type

Transaction fees in 2010 were only somewhat affected by the nature of the transactions.

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

Forty-nine transactions involved public targets going private, with median termination fees of 3.2%and 2.9% of transaction and enterprise values, respectively. The remaining 135 non-going-privatetransactions yielded median termination fees of 3.3% of transaction and enterprise values.

We also compared termination fees paid in transactions involving strategic buyers to those paid intransactions involving financial buyers. A strategic buyer is defined, for the purposes of this study, as abuyer in the same industry, or a buyer seeking to vertically or horizontally integrate; a financial buyer isdefined as a buyer seeking to profit by making an acquisition, but not necessarily by expanding its ownbusiness operations.

For the 142 transactions involving acquirers, whom we considered strategic, the median terminationfees equaled 3.3% of transaction and enterprise values. The remaining 42 transactions involvedfinancial acquirers and had median termination fees of 3.2% and 2.5% of transaction and enterprisevalues, respectively.


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Bifurcated Termination Fees2010 Transaction Termination Fee Study Summary

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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 2010 Study,26 transactions (14.1% 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.

2.0%1.7%

3.6%

2.9%

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

Bifurcated Termination Fees for Deals Announced in 2010Bifurcated Termination Fees for Deals Announced in 2009

2.0%

1.5%

3.5%

2.9%

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 Court

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

In assessing the reasonableness of termination fees, the Delaware Chancery Court (the “Court”) hasrefused to establish a bright-line rule as to the maximum permissible size of a termination fee. Instead, theCourt has insisted that each case be decided on the particular facts and circumstances surrounding thetransaction. In this regard, vice chancellor Leo Strine in In re Toys “R” Us, Inc. S’holder Litig., 877 A.2d975 (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 offactors, including without limitation: 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 ofthe transaction, as well as the relative size of the partners to the merger; the degree to which acounterparty 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 awhole.” See Louisiana Municipal Police Employees’ Retirement System v. Crawford, 918 A.2d 1172 (Del.Ch. 2007).

The reasonableness of termination fees featured prominently in two cases decided by the Court in 2010:In re Dollar Thrifty S’holder Litig., 2010 WL 350471 (Del. Ch. Sept. 8, 2010) (“Dollar Thrifty”) and In reCogent, Inc., S’holder Litig., 2010 Del. Ch. LEXIS 203 (“Cogent”). These cases are described in moredetail on the following pages.


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Source: Court documents.

Transaction Termination Fees in Court (cont.)2010 Transaction Termination Fee Study Summary

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Dollar Thrifty

In Dollar Thrifty, the Court concluded, among other things, that the size of a termination fee must be assessed relative to the totalvalue received by the stockholders, rather than by comparison to the total consideration paid by the purchaser.

Hertz Global Holdings, Inc. (“Hertz”) agreed to acquire Dollar Thrifty Automotive Group, Inc. (“DT”) for a combination of cashand Hertz stock at a premium of 5.5% over DT’s stock price the day before the agreement was signed. The merger agreementprovided for a termination fee of $44.6 million (plus up to $5 million in expense reimbursement) in the event that the merger didnot close and DT entered into an alternative higher valued transaction within one year.

In challenging the proposed termination fee, the plaintiffs alleged that such a fee constituted an unacceptably high 5.1% of the totaltransaction value. In rejecting the plaintiff’s allegation, the Court focused on the fact that the plaintiffs had excluded from theircalculation of the total deal value a $200 million special dividend that DT was to pay its stockholders immediately prior to theconsummation of the merger with Hertz. The Court held that the termination fee must be measured against the entire value of thetransaction, rather than merely the consideration to be paid by the purchaser, explaining that “the relevant transaction value is‘logically quantified as the amount of consideration flowing into [stockholders’] pockets – not the amount coming exclusively from[bidder and bidder] alone.” Because “the $200 million [dividend], regardless of the fact that it will be paid from Dollar Thrifty’sown assets, must be matched in any topping bid,” the Court held that this sum should be included in calculating the deal value forpurposes of assessing the reasonableness of the termination fee.

Taking into account the special dividend, the Court determined that the termination fee represented approximately 3.5% of thetotal deal value and, taken together with the maximum $5 million in expense reimbursement, represented approximately 3.9% ofthe total deal value. Observing that “deal protections actually encourage an interloper to dig deep and to put on the table a clearlybetter offer rather than to emerge with pennies more,” the Court also noted that the reasonableness of any deal protection measureis “properly measured by the effect it would have on the desire of any potential bidder to make a topping bid” under the facts andcircumstances of the situation. In Dollar Thrifty, the Court found that, albeit “robust,” the termination fee was not unreasonable inthat it would not constitute “a material impediment for any topping bidder who wishes to make a materially superior offer toHertz’s….”



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Cogent

In challenging the proposed acquisition of Cogent, Inc. (“Cogent”) by 3M Company (“3M”), the plaintiffs in Cogent alleged,among other things, that the $28.3 million termination fee payable by Cogent was unreasonable.

The termination fee equated to 3% of the transaction’s $943 million equity value. However, given that Cogent had $513 million ofcash on its balance sheet and de minimis debt, Cogent’s enterprise value was only $430 million. As a percentage of enterprise value,the termination fee equated to 6.6%, which the plaintiffs challenged as unreasonable.

The plaintiffs contended that the termination fee should have been calculated using the “enterprise value,” as opposed to the“equity value.” In support of their position, the plaintiffs argued that “any acquirer will be able to use the cash on Cogent’s balancesheet to defray the effective cost of its bid and, therefore, would only need to kick in $430 million of ‘new’ money.” The plaintiffscited In re Lear Corp. S’holder Litig., 926 A. 2d 94 (Del. Ch. 2007)(“Lear”) and Dollar Thrifty as precedents for using enterprisevalue rather than equity value to evaluate the reasonableness of a termination fee.

The Court rejected the plaintiff’s position that enterprise value is the proper measure against which to assess the termination fee.The Court acknowledged that some prior Delaware cases had considered termination fees as a percentage of enterprise value, butfound that Delaware law did not require the fee to be evaluated as a percentage of enterprise value and held that under thecircumstances present in Cogent the fee was reasonable. According to the Court, the fact that Cogent had a significant amount ofcash on its books did not change the fact that an acquirer would have to pay the full equity value in order to consummate thetransaction. In this regard, the Court observed:

“[T]here is no dispute that in this case, 3M is purchasing $943 million worth of assets. The fact that a sizeable part of those assetsare especially liquid, like cash, does not change the fact that a buyer still must come up with the cash to purchase it, even if thebuyer be able to obtain very favorable financing (by using the cash of the target as security).”



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The Court acknowledged Lear’s holding that “enterprise value…might sometimes (within the context of a highly leveragedtransaction, for example) be [the] appropriate [metric]” for evaluating the reasonableness of a termination fee. However, the Courtdistinguished Lear explaining that “[h]ere….the facts are quite different in that Cogent essentially has no debt.” The Court rejectedthe notion that the cash on Cogent’s balance sheet should be subtracted when determining the company’s value for purposes ofevaluating the reasonableness of the termination fee.

As to Dollar Thrifty, the Court found that the decision in that case “seems to support” the defendants’ position that the company’scash assets should be included when calculating the relevant deal value. The Cogent Court found that the $200 million dividend inDollar Thrifty was analogous to the cash on Cogent’s books. In both cases, the plaintiffs argued that “because cash on the acquiredcompany’s balance sheet would…or could…be paid out to stockholders, it should be excluded for purposes of calculating thebreak-up fee.” Just as the Court in Dollar Thrifty held that the cash used to pay the special dividend should be included forpurposes of calculating the break-up fee, the Court in Cogent held that “cash on Cogent’s balance sheet should be included forpurposes of evaluating the reasonableness of the termination fee in this case.”

In finding the resulting termination fee of 3.0% of equity value to be reasonable, the Court in Cogent pointed to other Delawarecases such as In re MONY Grp. Inc., 852.A2d 9 (Del. Ch. 2004) (3.3% fee), McMillan v. Intercargo Corp., 768 A.2d 492 (Del. CH.2000) (3.5% fee), Toys “R” Us (3.75% fee) and Dollar Thrifty (3.9% fee). Similarly, a termination fee of 4.3% was found to be “abit high” but not “likely to have deterred a [higher] bidder” in In re Topps Co. S’holder Litig., 926 A.2d 58 (Del. Ch. 2007).

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 absolutesize 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’.”


Reverse Breakup Fees

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

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

In the aftermath of the numerous transactions that were abandoned in late 2007 and 2008, sellers becamemore concerned about the optionality created by the reverse termination fee structure. As a result, amongother things, reverse break fees increased in magnitude, with the median percentage of transaction valueincreasing to 4.7% in 2009 from 3.5% in 2008 and the median percentage of enterprise value increasingto 4.1% in 2009 from 3.2% in 2008. During 2010, the median percentage of both transaction value andenterprise value was 4.5%. However, reverse termination fees in excess of 5.0% of both transaction andenterprise value were not uncommon.

In recognition, however, of the turbulent financing markets, two-tier fees were not uncommon, with alower fee payable if the closing did not occur due to a financing failure rather than a willful failure. Forexample, in connection with its acquisition of DynCorp International, Inc., Cerberus agreed to a reversetermination fee of 10.1% of transaction value in the event it was unable to raise financing; but a 30.4%fee for a "willful breach" of the merger agreement. Similarly, GTCR agreed to pay 15.2% of transactionvalue in the event it was unable to raise financing for its acquisition of Protection One, Inc., but a fee of37.9% for a "willful breach" of the merger agreement.


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Reverse Breakup Fees (cont.)

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

During 2010, there was increased use of reverse termination fees as a means of mitigating antitrust risk.For example, Schlumberger's merger agreement with Smith International required Schlumberger to "takeall such actions as may be necessary" to resolve any objections of the antitrust regulators, includingdivestiture of assets up to a specified limit. Beyond the limit, Schlumberger is obligated to pay a reversetermination fee of $615 million (5.6% of transaction value and 5.0% of enterprise value) if antitrustclearance is not obtained and the transaction is terminated as a result. Similarly, Hertz agreed to pay a$44.6 million reverse termination fee (2.9% of transaction value and 1.7% of enterprise value) in the eventit did not receive antitrust clearance for its proposed acquisition of Dollar Thrifty.

Commentators have noted that forward and reverse termination fees serve different functions and shouldbe analyzed differently. Target termination fees have the potential to foreclose a competitive biddingprocess, against the interests of the target’s shareholders, by making acquisitions prohibitively expensivefor bidders late to approach the target. Accordingly, courts have expressed concern that termination feesgreater than approximately 3% of the purchase price may interfere with the Revlon duties of a sellers’board to secure the highest price under the circumstances. Reverse termination fees, by contrast, raise nosuch obvious concerns because they do not increase the cost of a bidding contest for later bidders.


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Of the 184 transactions reviewed in the 2010 Study, 76 (approximately 41%) had reverse breakup fees,with median fees of 4.5% of transaction and enterprise values. In 2009, 30 (30%) of the 99 transactionsreviewed had reciprocal termination fees, with median fees of 4.7% and 4.1% of transaction andenterprise values, respectively.


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Reverse Breakup Fee Summary($ in millions)

2010 2009

No. of Transactions 76 30

Median Transaction Value $618.3 $476.7

Median Target Fee as a Percentage of Transaction Value 3.1% 3.4%

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

Median Enterprise Value $737.4 $511.5

Median Target Fee as a Percentage of Enterprise Value 2.9% 3.2%

Median Acquirer Fee as a Percentage of Enterprise Value 4.5% 4.1%

Percentage with Identical Termination Fee 42.1% 40.0%

Percentage with Target Fee Higher than Acquirer Fee 6.6% 10.0%

Percentage with Acquirer Fee Higher than Target Fee 51.3% 50.0%



In 2009 and 2010, reverse breakup fees as a percentage of transaction and enterprise values weresignificantly higher in transactions involving financial buyers.


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Reverse Breakup Fee Summary($ in millions)

2010 Transactions 2009 Transactions

StrategicBuyers

FinancialBuyers

StrategicBuyers

FinancialBuyers

No. of Transactions 48 28 19 11

Median Transaction Value $423.3 $795.5 $1,127.5 $382.4

Median Target Fee as a Percentage of Transaction Value 3.1% 2.9% 3.3% 3.5%

Median Acquirer Fee as a Percentage of Transaction Value 3.6% 5.7% 3.8% 6.4%

Median Enterprise Value $415.9 $1,013.2 $990.5 $234.7

Median Target Fee as a Percentage of Enterprise Value 3.1% 2.3% 3.0% 3.4%

Median Acquirer Fee as a Percentage of Enterprise Value 3.9% 5.7% 3.9% 5.5%

Source: Thomson Reuters.Note: A number of 2009 deals with reverse breakup fees involved target companies with significant net cash positions (i.e., cash exceeded total debt on the target’s balance sheet). As a result, the observed median transaction values are higher than the median enterprise values regardless of whether the transactions involved strategic or financial buyers.

Superior Proposal56%

Unable to Obtain Shareholder

Approval22%

Other22%

Analysis of Withdrawn Transactions2010 Transaction Termination Fee Study Summary

25

Of the 184 transactions reviewed in the 2010 Study, nine (4.9%) were terminated. Five of these proposals were withdrawnbecause the target company received a superior proposal during the go-shop period, and two were terminated due to difficulty inobtaining shareholder approval.

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

Reasons for Termination of Transactions in 2010

Sources: Press releases and public filings.

2010 Transaction Termination Fee Detail


Detail

27Source: Thomson Reuters.

DateAnnounced Target Name Target Description Acquirer Name Acquirer Description

Acquisition Technique Consideration

Transaction Value ($ M)

Enterprise Value ($ M)

Target Term Fee

($ M)

Term Fee as a % of

Transaction Value

Term Fee as a % of

Enterprise Value

01/04/2010 BioForm Medical Inc. Mnfr med aesthetics prod Merz Pharma GmbH & Co. KGaA

Mnfr pharm Going Private Cash $247.4 $207.4 $8.0 3.23% 3.86%

01/07/2010 Oak Financial Corp. Coml bk Chemical Financial Corp. Coml bank holding co Stock Swap Stock $101.2 NA $3.0 2.97% NA

01/11/2010 K-Tron International Inc. Mnfr lab, industrial scales Hillenbrand Inc. Mnfr, whl funeral svcs prod Not Applicable Cash $441.7 $404.4 $12.0 2.72% 2.97%

01/14/2010 Bare Escentuals Inc. Mnfr, whl cosmetics Shiseido Co. Ltd. Mnfr, whl cosmetics Tender Offer Cash $1,456.1 $1,740.7 $43.5 2.99% 2.50%

01/18/2010 Brink's Home Security Holdings

Pvd sec sys svcs Tyco International Ltd. Mnfr, whl security prod, sys Stock Swap Cash / Stock $1,972.9 $1,914.1 $87.5 4.44% 4.57%

01/21/2010 Health Fitness Corp. Pvd health mgmt svcs Trustmark Mutual Holding Co.

Ins hldg co Going Private Cash $93.6 $96.3 $3.4 3.63% 3.53%

01/22/2010 Lodgian Inc. Own, op hotels Lone Star Funds Private equity firm Going Private Cash $270.0 $310.1 $3.3 1.20% 1.05%

02/02/2010 COMSYS IT Partners Inc. Pvd info tech svcs Manpower Inc. Provide employment services Tender Offer Cash / Stock $378.3 $427.1 $15.2 4.02% 3.56%

02/03/2010 Silicon Storage Technology Inc.

Mnfr, whl memory components

Microchip Technology Inc. Mnfr, whl semiconductors Not Applicable Cash $293.6 $180.0 $10.3 3.51% 5.72%

02/03/2010 Home Diagnostics Inc. Mnfr, whl diabetes mgmt sys Nipro Corp. Mnfr, whl medical, glass prod Tender Offer Cash $211.0 $223.4 $6.5 3.08% 2.91%

02/11/2010 Allegheny Energy Inc. Provide electric services FirstEnergy Corp. Electric utility holding co Stock Swap Stock $8,503.2 $8,974.0 $150.0 1.76% 1.67%

02/15/2010 Terra Industries Inc. Mnfr nitrogenous fertilizers Yara International ASA Mnfr, whl fertilizers, chem Not Applicable Cash $4,104.9 $4,199.5 $123.0 3.00% 2.93%

02/17/2010 Portec Rail Products Inc. Mnfr, whl RR prod Foster Thomas Co. Mnfr, whl industrial materials Tender Offer Cash $113.6 $112.3 $3.4 2.97% 3.00%

02/21/2010 Smith International Inc. Manufacture oil drilling tools Schlumberger Ltd. Pvd oilfield svcs Stock Swap Stock $11,041.6 $12,274.8 $340.0 3.08% 2.77%

02/22/2010 AMICAS Inc. Pvd info tech svcs Merge Healthcare Inc. Dvlp healthcare software Tender Offer Cash $243.6 $293.9 $10.0 4.10% 3.40%

02/23/2010 Bowne & Co. Inc. Pvd finl, mktg, bus commun svcs

RR Donnelley & Sons Co. Pvd printing, publishing svcs Not Applicable Cash $467.1 $471.1 $14.5 3.10% 3.08%

02/26/2010 CKE Restaurants Inc. Own, op fast food rest Thomas H Lee Partners LP Private equity firm Going Private Cash $918.8 $920.6 $15.5 1.68% 1.68%

03/01/2010 OSI Pharmaceuticals Inc. Mnfr, dvlp, whl pharm Ruby Acquisition Inc. Mnfr, wholesale pharmaceuticals

Tender Offer Cash $4,031.0 $3,837.9 $125.0 3.10% 3.26%

03/03/2010 SouthWest Water Co. Own, operate water, sewer system

SW Merger Acquisition Corp.

Special purpose acq co (SPAC) Not Applicable Cash $275.3 $434.2 $8.2 2.98% 1.89%

03/05/2010 RCN Corp. Pvd cable TV svcs ABRY Partners LLC Private equity firm Going Private Cash $1,273.0 $1,228.5 $17.5 1.37% 1.42%


Detail






Target Term Fee

($ M)

Term Fee as a % of

Transaction Value

Term Fee as a % of

Enterprise Value

03/10/2010 Facet Biotech Corp. Biotech co Abbott Laboratories Mnfr, whl pharm, med equip Tender Offer Cash $718.8 $502.5 $25.3 3.51% 5.03%

03/12/2010 Maine & Maritimes Corp. Electric utility BHE Holdings Inc. Invest co Not Applicable Cash $75.7 $104.6 $2.0 2.64% 1.91%

03/15/2010 Sport Supply Group Inc. Mnfr, whl sporting goods ONCAP Management Partners LP

Private equity firm Going Private Cash $169.0 $167.0 $6.0 3.55% 3.59%

03/15/2010 Chordiant Software Inc. Dvlp customer mgmt software Pegasystems Inc. Dvlp bus process mgmt software

Tender Offer Cash $154.2 $108.2 $5.6 3.63% 5.18%

03/16/2010 Care Investment Trust Inc. REIT Tiptree Financial Partners LP

Invest hldg co Going Private Cash $180.8 $140.1 $1.6 0.89% 1.14%

03/22/2010 Techwell Inc. Mnfr, whl semiconductors Intersil Corp. Mnfr semiconductors Tender Offer Cash $425.0 $449.7 $17.1 4.02% 3.80%

03/26/2010 Plato Learning Inc. Dvlp edu software Thoma Bravo LLC Private equity firm Going Private Cash $136.7 $109.0 $5.8 4.24% 5.32%

03/29/2010 Bway Holding Co. Mnfr metal, plastic containers Madison Dearborn Partners LLC

Private equity firm Going Private Cash / Stock $986.9 $900.7 $12.5 1.27% 1.39%

03/29/2010 Bell Microproducts Inc. Whl computer components Avnet Inc. Whl electronic components Not Applicable Cash $592.3 $591.9 $10.5 1.77% 1.77%

03/30/2010 White Electronic Designs Corp.

Mnfr, whl modules, components

Microsemi Corp. Mnfr, whl semiconductors Tender Offer Cash $166.6 $110.2 $6.6 3.96% 5.99%

04/01/2010 North American Galvanizing

Mnfr galvanizing, coatings prod

AZZ Inc. Mnfr electrical components Tender Offer Cash $128.4 $107.2 $3.0 2.34% 2.80%

04/04/2010 Arena Resources Inc. Oil, gas expl, prodn co SandRidge Energy Inc. Oil, gas exploration, prodn co Stock Swap Cash / Stock $1,660.7 $1,679.6 $50.0 3.01% 2.98%

04/05/2010 National Dentex Corp. Own, op dental lab GDC Holdings Inc. Own, op dental lab Going Private Cash $103.7 $140.7 $4.2 4.00% 2.95%

04/05/2010 Symyx Technologies Inc. Dvlp scientific bus software Accelrys Inc. Dvlp scientific software Stock Swap Stock $175.9 $95.7 $7.5 4.26% 7.83%

04/07/2010 CKE Restaurants Inc. Own, op fast food rest Apollo Management, L.P. Special purpose acq vehicle Going Private Cash $702.4 $1,013.2 $15.5 2.20% 1.53%

04/10/2010 Boots & Coots Inc. Mnfr pressure control valves Halliburton Co. Pvd oil, gas field svcs Not Applicable Cash / Stock $248.4 $297.3 $10.0 4.03% 3.36%

04/11/2010 Mirant Corp. Electric utility holding co RRI Energy Inc. Provide electricity services Stock Swap Stock $1,623.4 $2,082.4 $57.8 3.56% 2.77%

04/12/2010 DynCorp International, Inc.

Pvd professional, support svcs Cerberus Capital Management, L.P.

Private equity firm Going Private Cash $987.8 $1,402.3 $300.0 30.37% 21.39%

04/12/2010 Javelin Pharmaceuticals Inc.

Mnfr pharm Discus Acquisition Corp. Mnfr, whl injectable pharm Tender Offer Cash $141.6 $140.8 $2.9 2.05% 2.06%

04/14/2010 Dialysis Corp. of America Own, op kidney dialysis ctrs US Renal Care Inc. Own, op dialysis centers Going Private Cash $108.1 $113.4 $7.0 6.47% 6.17%


Detail






Target Term Fee

($ M)

Term Fee as a % of

Transaction Value

Term Fee as a % of

Enterprise Value

04/15/2010 Mariner Energy Inc. Oil, gas expl, prodn co Apache Corp. Oil, gas exploration, prodn co Stock Swap Cash / Stock $3,916.3 $3,847.7 $67.0 1.71% 1.74%

04/16/2010 Phase Forward Inc. Dvlp data mgmt software Oracle Corp. Develop enterprise software Not Applicable Cash $715.6 $585.9 $24.7 3.45% 4.22%

04/19/2010 Cornell Cos Inc. Own, op correctional facilities GEO Group Inc. Own, op correctional facilities Stock Swap Cash / Stock $672.9 $625.0 $12.0 1.78% 1.92%

04/21/2010 CyberSource Corp. Pvd payment processing svcs Visa Inc. Pvd electronic payment svcs Not Applicable Cash $1,963.7 $1,820.4 $65.0 3.31% 3.57%

04/22/2010 Qwest Communications International Inc.

Pvd voice, Internet svcs CenturyLink Inc. Pvd telecommunications svcs Stock Swap Stock $22,276.2 $22,170.8 $350.0 1.57% 1.58%

04/25/2010 Dollar Thrifty Automotive Group

Pvd passenger car rental svcs Hertz Global Holdings Inc. Provides car, equip rental svcs Not Applicable Cash / Stock $1,536.3 $2,601.0 $44.6 2.90% 1.71%

04/26/2010 Protection One, Inc. Pvd home & bus security solutions

GTCR Golder Rauner, LLC


04/26/2010 Thomas Weisel Partners Group

Pvd invest bkg svcs Stifel Financial Corp. Sec brkg firm Stock Swap Stock $249.8 NA $10.0 4.00% NA

04/29/2010 Pacific Capital Bancorp Coml bk hldg co SB Acquisition Co. LLC Private equity firm Not Applicable Cash $500.0 NA $20.0 4.00% NA

04/29/2010 ATS Medical Inc. Mnfr, whl heart valves Medtronic Inc. Mnfr, whl med, surgical devices

Not Applicable Cash $316.9 $328.1 $13.0 4.10% 3.96%

05/03/2010 Continental Airlines Inc. Pvd airline transp svcs UAL Corp. Passenger airline Stock Swap Stock $3,688.7 $7,018.7 $175.0 4.74% 2.49%

05/05/2010 Healthtronics Inc. Mnfr med devices Endo Pharmaceuticals Holdings

Mnfr, whl pharmaceuticals Not Applicable Cash $218.1 $257.4 $8.0 3.67% 3.11%

05/05/2010 SenoRx Inc. Mnfr, whl med devices CR Bard Inc. Mnfr, whl health care products


05/06/2010 inVentiv Health Inc. Pvd sales, mktg svcs Thomas H Lee Partners LP Private equity firm Going Private Cash $888.6 $1,128.1 $27.5 3.09% 2.44%

05/10/2010 CPI International Inc. Mnfr microwave, control equip

Comtech Telecommunications Corp.

Mnfr, whl commun components, sys

Stock Swap Cash / Stock $272.8 $430.2 $15.0 5.50% 3.49%

05/10/2010 Rubio's Restaurant Inc. Own, op rest Mill Road Capital LP Invest co Going Private Cash $87.3 $79.0 $3.4 3.85% 4.26%

05/12/2010 Brazauro Resources Corp. Gold mining company Eldorado Gold Corp. Gold mining company Stock Swap Stock $84.7 $99.0 $4.7 5.56% 4.76%

05/12/2010 Sybase Inc. Dvlp entrp, mobile software Sheffield Acquisition Corp. Dvlp buss mgmt software Tender Offer Cash $5,958.7 $5,410.5 $150.0 2.52% 2.77%

05/13/2010 Biosphere Medical Inc. Mnfr medical devices Merit Medical Systems Inc. Mnfr, whl med prod Not Applicable Cash $89.4 $81.4 $3.8 4.29% 4.72%

05/17/2010 Double-Take Software Inc. Dvlp data protection software Vision Solutions Inc. Pvd data mgmt svcs Going Private Cash $223.1 $134.4 $7.3 3.26% 5.40%


Detail






Target Term Fee

($ M)

Term Fee as a % of

Transaction Value

Term Fee as a % of

Enterprise Value

05/17/2010 Virtual Radiologic Corp. Provide teleradiology services Viking Acquisition Corp. Special purpose acq vehicle Going Private Cash $280.6 $226.5 $9.0 3.21% 3.97%

05/17/2010 GLG Partners Inc. Pvd investment management svcs

Man Group PLC Pvd invest mgmt svcs Not Applicable Cash / Stock $1,544.5 NA $26.0 1.68% NA

05/17/2010 The South Financial Group Inc.

Bk hldg co Toronto-Dominion Bank Commercial bank holding co Stock Swap Cash / Stock $191.9 NA $7.6 3.97% NA

05/24/2010 Odyssey HealthCare Inc. Pvd home healthcare svcs Gentiva Health Services Inc. Pvd home healthcare services Not Applicable Cash $923.8 $895.5 $28.9 3.13% 3.23%

05/26/2010 Central Jersey Bancorp Bank holding company Kearny Financial Corp. Bank holding company Not Applicable Cash $69.4 NA $2.8 4.03% NA

06/01/2010 ev3 Inc. Manufacture medical instrument

COV Delaware Corp. Manufacture medical equipment


06/02/2010 DivX Inc. Dvlp Internet software Siracusa Merger Corp. Special purpose acq vehicle Stock Swap Cash $323.3 $187.8 $8.4 2.58% 4.45%

06/03/2010 SonicWALL Inc. Dvlp Internet sec software PSM Merger Sub Inc. Special purpose acq vehicle Going Private Cash $633.6 $420.6 $25.0 3.95% 5.94%

06/04/2010 OMNI Energy Services Corp.

Provide oil, gas field expl svc Wellspring Capital Management LLC


06/09/2010 Rewards Network Inc. Pvd loyalty, rewards services Equity Group Investments LLC


06/09/2010 Eclipsys Corp. Dvlp clinical software Allscripts-Misys Healthcare Dvlp clinical software Stock Swap Stock $1,305.1 $1,202.1 $40.0 3.07% 3.33%

06/10/2010 Virage Logic Corp. Mnfr semiconductors Synopsys Inc. Develop automation software Not Applicable Cash $324.9 $331.9 $11.0 3.39% 3.31%

06/10/2010 PMA Capital Corp. Insurance holding company Old Republic International Insurance holding company Stock Swap Stock $229.0 NA $8.0 3.49% NA

06/11/2010 Buckeye GP Holdings LP Pvd oil, gas distn svcs Buckeye Partners LP Own, op petroleum pipelines Stock Swap Stock $1,139.0 $2,747.6 $29.0 2.55% 1.06%

06/14/2010 Intelligroup Inc. Pvd info tech svcs Mobius Subsidiary Corp. Pvd info tech svcs Tender Offer Cash $199.3 $173.8 $7.5 3.76% 4.32%

06/16/2010 Somanetics Corp. Mnfr, whl med monitoring equip

Covidien Ltd. Mnfr medical instrument Not Applicable Cash $298.7 $255.2 $10.5 3.51% 4.11%

06/21/2010 Valeant Pharmaceuticals International, Inc.

Mnfr specialty pharm products

Biovail Corp. Mnfr, whl pharm Stock Swap Cash / Stock $3,717.0 $4,564.7 $100.0 2.69% 2.19%

06/21/2010 American Italian Pasta Co. Produce, whl dry pasta Ralcorp Holdings Inc. Produce, whl cereal, snacks Tender Offer Cash $1,162.5 $1,171.9 $36.3 3.12% 3.10%

06/24/2010 Alloy Inc. Pvd media, mktg svcs Investor Group Investor group Going Private Cash $127.2 $103.6 $3.9 3.07% 3.76%

06/29/2010 TIB Financial Corp. Bk hldg co North American Financial Holdings Inc.

Bank holding company Not Applicable Cash $175.0 NA $7.0 4.00% NA


Detail






Target Term Fee

($ M)

Term Fee as a % of

Transaction Value

Term Fee as a % of

Enterprise Value

06/30/2010 Argon ST Inc. Mnfr defense commun sys Boeing Co. Mnfr jetliners, aircraft Tender Offer Cash $750.3 $725.8 $28.0 3.73% 3.86%

07/08/2010 American Physicians Capital

Pvd med professional ins svcs Doctors Co. Pvd med malpractice ins svcs Going Private Cash $395.3 $280.5 $11.9 3.00% 4.23%

07/12/2010 Hewitt Associates LLC Pvd human consulting services Alps Merger Corp. Special purpose acq vehicle Not Applicable Cash $4,804.3 $4,693.6 $190.0 3.95% 4.05%

07/12/2010 Micrus Endovascular Corp.

Mnfr, wholesale medical devices

Johnson & Johnson Mnfr, wholesale pharmaceuticals


07/13/2010 ADC Telecommunications Inc.

Mnfr, whl communications equip

Tyco Electronics Minnesota Inc.

Mnfr, whl electronic components

Going Private Cash $1,237.1 $1,258.1 $38.0 3.07% 3.02%

07/15/2010 NYMAGIC Inc. Insurance holding company ProSight Specialty Insurance Holdings, Inc.

Insurance company Going Private Cash $218.9 NA $9.3 4.25% NA

07/15/2010 NBTY Inc. Mnfr, whl nutrition supplements

Carlyle Group LLC Private equity firm Going Private Cash $3,640.4 $3,779.4 $98.2 2.70% 2.60%

07/15/2010 Smithtown Bancorp Inc. Bank holding company People's United Financial Inc.

Bank holding company Stock Swap Cash / Stock $60.2 NA $2.4 3.99% NA

07/19/2010 ATC Technology Corp. Pvd logistics, remnfg svcs GENCO Distribution System

Provide logistics services Going Private Cash $510.6 $415.5 $20.0 3.92% 4.81%

07/22/2010 AmeriCredit Corp. Pvd automotive financing svcs General Motors Co. Mnfr, wholesale cars, trucks Going Private Cash $3,314.3 NA $105.0 3.17% NA

07/27/2010 American Oil & Gas Inc. Oil, gas exploration, production

Hess Corp. Oil, gas exploration, production

Stock Swap Stock $440.7 $388.9 $13.5 3.06% 3.47%

07/28/2010 Health Grades Inc. Pvd healthcare ratings svcs Mountain Merger Sub Corp.

Investment company Going Private Cash $246.2 $261.7 $7.3 2.98% 2.81%

08/04/2010 ExpressJet Holdings Inc. Provide passenger airline svcs Express Delaware Merger Co.

Special purpose acq vehicle Not Applicable Cash $114.5 $45.7 $4.0 3.49% 8.76%

08/09/2010 Inergy Holdings, L.P. Wholesale, retail propane gas Inergy, L.P. Wholesale, retail propane gas Going Private Stock $2,068.3 $2,085.8 $20.0 0.97% 0.96%

08/09/2010 Penwest Pharmaceuticals Co.

Mnfr pharmaceuticals Endo Pharmaceuticals Holdings

Mnfr, whl pharmaceuticals Not Applicable Cash $159.7 $146.7 $5.0 3.13% 3.41%

08/09/2010 Comm Bancorp Inc. Coml bk hldg co FNB Corp. Coml bk hldg co Stock Swap Cash / Stock $67.8 NA $2.8 4.13% NA

08/09/2010 Superior Well Services Inc. Provide oil and gas services Diamond Acquisition Corp.

Special purpose acq vehicle Tender Offer Cash $681.5 $897.4 $22.5 3.30% 2.51%

08/12/2010 Trubion Pharmaceuticals Inc.

Biotechnology company Emergent BioSolutions Inc. Mnfr biopharmaceuticals Stock Swap Cash / Stock $130.2 $57.0 $3.0 2.30% 5.26%

08/13/2010 Dynegy Inc. Electric utility company Blackstone Group LP Private equity, investment firm Going Private Cash $603.0 $4,953.0 $50.0 8.29% 1.01%

08/13/2010 Unica Corp. Dvlp entrp mktg mgmt software

International Business Machines Corp.

Pvd computer programming svcs



Detail






Target Term Fee

($ M)

Term Fee as a % of

Transaction Value

Term Fee as a % of

Enterprise Value

08/16/2010 Prospect Medical Holdings Inc.

Pvd healthcare management svcs

Ivy Merger Sub Corp. Special purpose acq vehicle Going Private Cash $362.5 $345.5 $6.2 1.71% 1.79%

08/16/2010 ResCare Inc. Pvd health, educ support svcs Onex Corp. Private equity firm Tender Offer Cash $292.7 $598.0 $13.7 4.68% 2.29%

08/16/2010 3PAR Inc. Mnfr info storage solutions Dell Inc. Mnfr, whl personal computers Not Applicable Cash $1,871.8 $1,767.5 $72.0 3.85% 4.07%

08/16/2010 ICx Technologies Inc. Mnfr, whl security products FLIR Systems Inc. Mnfr, whl infrared imaging sys Tender Offer Cash $263.7 $222.3 $8.2 3.11% 3.69%

08/17/2010 Phoenix Technologies Ltd. Dvlp, whl systems software Pharaoh Acquisition LLC Special purpose acq vehicle Going Private Cash $147.5 $108.3 $4.2 2.81% 3.83%

08/17/2010 Pactiv Corp. Mnfr, whl food pkg prod Reynolds Group Holdings Ltd.

Mnfr, whl packaging products Going Private Cash $4,516.6 $5,946.5 $500.0 11.07% 8.41%

08/17/2010 Osteotech Inc. Mnfr, whl biologic products Medtronic Inc. Mnfr, whl med, surgical devices


08/19/2010 McAfee Inc. Dvlp network security software

Jefferson Acquisition Corp.

Mnfr, wholesale semiconductors

Not Applicable Cash $7,828.2 $6,658.1 $230.0 2.94% 3.45%

08/19/2010 NewAlliance Bancshares Inc.

Commercial bank holding co First Niagara Financial Group

Bank holding company Stock Swap Cash / Stock $1,447.2 NA $60.0 4.15% NA

08/23/2010 3PAR Inc. Mnfr info storage solutions Hewlett-Packard Co. Mnfr computers, testing equip Tender Offer Cash $2,065.3 $1,961.0 $72.0 3.49% 3.67%

08/24/2010 Diamond Management & Technology Consultants, I

Pvd mgmt consulting svcs Carbon Merger Subsidiary Inc.

Special purpose acq vehicle Going Private Cash $342.6 $278.3 $9.0 2.63% 3.23%

08/29/2010 Genzyme Corp. Biotechnology company Sanofi-Aventis SA Manufacture pharmaceuticals Tender Offer Cash $21,230.2 $22,164.2 $575.0 2.71% 2.59%

08/30/2010 ADAM Inc. Pvd consumer health info svcs Ebix Inc. Dvlp application software Stock Swap Cash / Stock $66.2 $67.4 $3.5 5.29% 5.20%

08/30/2010 Cogent Inc. Dvlp fingerprint biometric sys 3M Co. Mnfr, whl surgical, med equip Tender Offer Cash $932.8 $660.1 $28.3 3.03% 4.29%

09/01/2010 American Physicians Service Group Inc.

Pvd med professional ins svcs CA Bridge Corp. Insurance company Not Applicable Cash $222.1 $211.9 $8.5 3.83% 4.01%

09/01/2010 Salary.com Inc. Develop compensation software

Kenexa Corp. Provide recruitment services Tender Offer Cash $92.1 $86.2 $3.9 4.18% 4.47%

09/02/2010 Burger King Holdings Inc. Own, op fast food restaurants Blue Acquisition Sub Inc. Special purpose acq vehicle Going Private Cash $3,301.9 $3,940.6 $175.0 5.30% 4.44%

09/03/2010 Andean Resources Ltd. Gold mining company Goldcorp Inc. Gold mining company Not Applicable Cash / Stock $3,373.9 $3,311.5 $36.6 1.08% 1.10%

09/07/2010 ZymoGenetics Inc. Biotechnology company Bristol-Myers Squibb Co. Mnfr pharm, medical products Tender Offer Cash $837.6 $725.2 $28.7 3.43% 3.96%

09/08/2010 Microtune Inc. Mnfr, whl radio frequency tuner

Maple Acquisition Corp. Manufacture semiconductors Not Applicable Cash $158.4 $76.2 $5.0 3.16% 6.56%


Detail






Target Term Fee

($ M)

Term Fee as a % of

Transaction Value

Term Fee as a % of

Enterprise Value

09/13/2010 Otix Global Inc. Mnfr digital hearing aids William Demant Holding A/S

Mnfr, dvlp, whl hearing equip Not Applicable Cash $65.7 $62.1 $2.0 3.04% 3.22%

09/13/2010 ArcSight Inc. Dvlp security mgmt software Hewlett-Packard Co. Mnfr computers, testing equip Tender Offer Cash $1,569.6 $1,484.6 $61.0 3.89% 4.11%

09/16/2010 Cellu Tissue Holdings Inc. Manufacture tissue papers Sand Dollar Acquisition Corp.

Manufactures tissue papers Not Applicable Cash $247.2 $500.4 $9.5 3.83% 1.89%

09/16/2010 Occam Networks Inc. Mnfr, whl broadband access prod

Calix Inc. Pvd broadband commun svcs Stock Swap Cash / Stock $186.9 $167.7 $5.2 2.78% 3.10%

09/20/2010 RAE Systems Inc. Mnfr multi-sensor monitors Battery Ventures Venture capital firm Going Private Cash $96.7 $87.3 $3.4 3.50% 3.88%

09/20/2010 Internet Brands Inc. Pvd Internet media services Hellman & Friedman Capital

Private equity fund Going Private Cash $639.6 $611.7 $23.0 3.60% 3.76%

09/20/2010 L-1 Identity Solutions Inc. Pvd security systems services Safran SA Manufacture, whl aircraft units


09/20/2010 Nu Horizons Electronics Corp.

Wholesale semiconductors Arrow Electronics Inc. Whl electronic components Not Applicable Cash $130.8 $148.0 $4.0 3.09% 2.73%

09/21/2010 Penn Virginia GP Holdings LP

Coal mining Penn Virginia Resource Coal mining, natural gas co Stock Swap Stock $956.6 $1,577.0 $18.0 1.88% 1.14%

09/27/2010 Otix Global Inc. Mnfr digital hearing aids GN ReSound A/S Mnfr, whl hearing instruments Not Applicable Cash $61.4 $58.0 $2.0 3.26% 3.45%

09/27/2010 NightHawk Radiology Holdings, Inc.

Provide radiology services Virtual Radiologic Corp. Provide teleradiology services Not Applicable Cash $157.4 $205.5 $6.6 4.19% 3.21%

09/27/2010 Alberto-Culver Co. Mnfr, whl beauty products Unilever PLC Produce, whl food products Not Applicable Cash $3,842.4 $3,728.3 $125.0 3.25% 3.35%

09/27/2010 AirTran Holdings Inc. Pvd passenger airline svcs Southwest Airlines Co. Pvd passenger airline svcs Stock Swap Cash / Stock $1,041.7 $1,522.1 $39.0 3.74% 2.56%

09/29/2010 Keithley Instr Inc. Mnfr electrical test instr Danaher Corp. Mnfr tools, control equip Not Applicable Cash $356.1 $313.9 $10.0 2.81% 3.19%

09/29/2010 Hypercom Corp. Mnfr electn payment solutions Verifone Systems Inc. Mnfr, whl payment terminal Stock Swap Cash / Stock $418.1 $524.7 $12.2 2.92% 2.33%

10/01/2010 ITC Deltacom Inc. Pvd telecommun svcs EarthLink Inc. Internet Service Provider{ISP} Not Applicable Cash $579.5 $502.0 $8.3 1.42% 1.64%

10/01/2010 Capital Gold Corp. Gold mining company Gammon Gold Inc. Gold, silver mining co Not Applicable Cash / Stock $304.4 $314.5 $10.3 3.38% 3.27%

10/05/2010 Thermadyne Holdings Corp.

Mnfr, whl cutting, welding prod

Irving Place Capital Inc. Private equity firm Going Private Cash $203.2 $386.9 $6.4 3.17% 1.66%

10/06/2010 Henry Bros Electronics Inc. Mnfr sec, commun devices Kratos Defense & Security Pvd national defense, sec svcs Not Applicable Cash $51.6 $63.7 $2.2 4.22% 3.42%

10/06/2010 Monroe Bancorp Bank holding company Old National Bancorp Bank holding company Stock Swap Stock $83.2 NA $3.0 3.61% NA


Detail






Target Term Fee

($ M)

Term Fee as a % of

Transaction Value

Term Fee as a % of

Enterprise Value

10/06/2010 T-3 Energy Services Inc. Mnfr oilfield, pipeline equip Robbins & Myers Inc. Mnfr, whl engineered equip, sys


10/11/2010 ActivIdentity Inc. Dvlp authentication software Assa Abloy AB Mnfr, whl mechanical locks Not Applicable Cash $153.6 $76.1 $5.0 3.25% 6.57%

10/12/2010 Rome Bancorp Inc. Bank holding company Berkshire Hills Bancorp Inc.


10/12/2010 King Pharmaceuticals Inc. Mnfr, wholesale pharmaceuticals

Pfizer Inc. Mnfr, wholesale pharmaceuticals


10/15/2010 Hawk Corp. Mnfr, whl friction materials Carlisle Companies Inc. Mnfr roof coating products Not Applicable Cash $417.9 $438.8 $14.5 3.47% 3.30%

10/18/2010 American Commercial Lines LLC

Pvd marine transp svcs Platinum Equity LLC Private equity firm Going Private Cash $429.0 $784.4 $14.0 3.26% 1.78%

10/18/2010 NSTAR Inc. Elec, natural gas utility co Northeast Utilities Special purpose acq vehicle Stock Swap Stock $4,198.4 $7,028.6 $135.0 3.22% 1.92%

10/18/2010 AGA Medical Holdings Inc.

Mnfr cardio medical devices Asteroid Subsidiary Corp. Special purpose acq vehicle Tender Offer Cash $1,300.2 $1,324.2 $32.5 2.50% 2.45%

10/19/2010 Cardiac Science Corp. Mnfr, whl diagnostic equipment

Opto Circuits (India) Ltd. Mnfr, whl med electronic prod Not Applicable Cash $54.8 $48.1 $1.0 1.83% 2.08%

10/25/2010 Wilber Corp. Commercial bank holding co Community Bank Sys Inc. Bank holding company Stock Swap Cash / Stock $101.8 NA $4.0 3.93% NA

10/25/2010 CommScope Inc. Manufacture coaxial cable Carlyle Group LLC Private equity firm Going Private Cash $3,020.0 $3,696.0 $103.9 3.44% 2.81%

10/28/2010 Syniverse Technologies Inc. Pvd wireless voice, data svcs Carlyle Group LLC Private equity firm Going Private Cash $2,211.8 $2,641.9 $60.0 2.71% 2.27%

10/28/2010 First Mercury Financial Corp.

Insurance holding company Fairfax Financial Holdings Ltd.

Insurance company Not Applicable Cash $298.7 NA $9.0 3.01% NA

10/28/2010 BMP Sunstone Corp. Mnfr, whl pharmaceutical prod

Sanofi-Aventis SA Manufacture pharmaceuticals Not Applicable Cash $438.7 $533.4 $20.8 4.74% 3.90%

11/01/2010 Wilmington Trust Corp. Bank holding company M&T Bank Corp. Bank holding company Stock Swap Stock $681.5 NA $30.0 4.40% NA

11/02/2010 COMFORCE Corp. Pvd staffing, consulting svcs CFS Merger Sub Corp. Investment company Not Applicable Cash $85.7 $160.3 $3.8 4.43% 2.37%

11/02/2010 Art Technology Group Inc. Develop ecommerce software Amsterdam Acquisition Sub Corp.

Develop enterprise software Not Applicable Cash $992.1 $840.0 $33.5 3.38% 3.99%

11/04/2010 Capital Bank Corp. Commercial bank holding co North American Financial Holdings Inc.


11/09/2010 Atlas Energy Inc. Oil, gas exploration, production

Chevron Corp. Integrated petro co Not Applicable Cash $4,135.9 $3,094.4 $97.0 2.35% 3.13%

11/15/2010 Bucyrus International Inc. Mnfr, whl surface mining mach

Caterpillar Inc. Mnfr construction equipment Not Applicable Cash $7,453.2 $8,598.8 $200.0 2.68% 2.33%


Detail






Target Term Fee

($ M)

Term Fee as a % of

Transaction Value

Term Fee as a % of

Enterprise Value

11/15/2010 Isilon Systems Inc. Mnfr data storage system EMC Corp. Manufacture storage platforms


11/17/2010 Ladish Co. Inc. Mnfr, whl metal components Allegheny Technologies Inc.

Mnfr, whl specialty metals Not Applicable Cash / Stock $734.4 $792.1 $31.0 4.22% 3.91%

11/18/2010 LTX-Credence Corp. Mnfr automatic test equipment

Verigy Ltd. Mnfr, whl semiconductor equip

Stock Swap Stock $421.1 $308.8 $15.0 3.56% 4.86%

11/22/2010 Novell Inc. Develop entrp operating system

Attachmate Corporation Special purpose acq vehicle Not Applicable Cash $2,206.8 $1,206.7 $60.0 2.72% 4.97%

11/23/2010 J Crew Group Inc. Retail women's, men's apparel J Crew Group Inc. SPV Special purpose acq vehicle Going Private Cash $2,986.3 $2,869.0 $54.0 1.81% 1.88%

11/25/2010 Del Monte Foods Co. Produce canned foods Del Monte Foods Co. SPV Special purpose acq vehicle Going Private Cash $5,157.1 $5,666.8 $120.0 2.33% 2.12%

11/26/2010 CPI International Inc. Mnfr microwave, control equip

Veritas Capital Fund IV LP Private equity fund Going Private Cash $372.2 $588.0 $13.0 3.49% 2.21%

11/30/2010 Mercer Insurance Group Inc.

Insurance company Red Oak Acquisition Corp.

Special purpose acq vehicle Not Applicable Cash $183.1 NA $6.7 3.65% NA

12/07/2010 Nicor Inc. Natural gas utility company AGL Resources Inc. Pvd gas distribution services Stock Swap Cash / Stock $2,382.5 $2,983.1 $67.0 2.81% 2.25%

12/09/2010 Center Financial Corp. Bank holding company Nara Bancorp Inc. Bank holding company Stock Swap Stock $285.6 NA $10.0 3.50% NA

12/13/2010 Dionex Corp. Mnfr, whl chromatography sys

Thermo Fisher Scientific Inc.

Mnfr analytical tech, equipment


12/14/2010 Matrixx Initiatives Inc. Mnfr, whl pharmaceuticals Wonder Holdings Inc. Special purpose acq vehicle Going Private Cash $82.2 $58.2 $2.6 3.22% 4.54%

12/15/2010 Dynegy Inc. Electric utility company Icahn Enterprises LP Diversified holding company Tender Offer Cash $629.3 $3,070.5 $16.3 2.59% 0.53%

12/16/2010 Centra Financial Holdings Inc.

Bank holding co United Bankshares Inc. Bank holding company Stock Swap Stock $174.7 NA $7.5 4.29% NA

12/20/2010 Applied Signal Technology Inc.

Mnfr, whl signal equipment Raytheon Co. Mnfr radar, electn equip Not Applicable Cash $509.1 $475.5 $17.3 3.40% 3.64%

12/20/2010 Franconia Minerals Corp. Copper, nickel, platinum mining

Duluth Metals Ltd. Copper, nickel mining company


12/20/2010 LaserCard Corp. Mnfr optical memory cards ASSA ABLOY Inc. Mnfr, whl mechanical locks Tender Offer Cash $77.9 $46.1 $3.0 3.85% 6.51%

12/21/2010 Martek Biosciences Corp. Mnfr, dvlp, whl medicinal chem

Greenback Acquisition Corp.

Special purpose acq vehicle Going Private Cash $1,054.6 $996.2 $38.0 3.60% 3.81%

12/22/2010 Sonic Solutions Develop digital media software Rovi Corp. Provide software services Not Applicable Cash / Stock $741.8 $737.4 $21.6 2.91% 2.93%

12/22/2010 Whitney Holding Corp. Bank holding company Hancock Holding Co. Bank holding company Stock Swap Stock $1,496.3 NA $50.0 3.34% NA


Detail






Target Term Fee

($ M)

Term Fee as a % of

Transaction Value

Term Fee as a % of

Enterprise Value

12/22/2010 Legacy Bancorp Inc. Bank holding company Berkshire Hills Bancorp Inc.


12/23/2010 Jo-Ann Stores Inc. Own, op fabric, drapery stores

Needle Holdings Inc. Private equity firm Going Private Cash $1,664.4 $1,552.0 $44.9 2.70% 2.89%

12/23/2010 Todd Shipyards Corp. Provide ship building services Vigor Industrial LLC Manufacture ships, sea vessels Going Private Cash $128.8 $89.9 $4.6 3.53% 5.06%

12/31/2010 Universal American Corp. Pvd ins svcs; hldg co CVS Caremark Corp. Ow, op drug stores Not Applicable Cash $983.1 NA $36.0 3.66% NA

2010 Reverse Transaction Termination Fee Detail

2010 Reverse Transaction

Termination Fee Detail

38Source: Thomson Reuters.(1) Transaction has a two-tier reverse termination fee. Termination fee shown represents the higher reverse termination fee.





Reverse Term Fee

($ M)

Reverse Term Fee as

a % of Transaction

Value

Reverse Term Fee as

a % of Enterprise

Value02/11/2010 Allegheny Energy Inc. Provide electric services FirstEnergy Corp. Electric utility holding co Stock Swap Stock $8,503.2 $8,974.0 $350.0 4.12% 3.90%

02/15/2010 Terra Industries Inc. Mnfr nitrogenous fertilizers Yara International ASA Mnfr, whl fertilizers, chem Not Applicable Cash $4,104.9 $4,199.5 $123.0 3.00% 2.93%

02/17/2010 Portec Rail Products Inc. Mnfr, whl RR prod Foster Thomas Co. Mnfr, whl industrial materials Tender Offer Cash $113.6 $112.3 $3.4 2.97% 3.00%

02/21/2010 Smith International Inc. Manufacture oil drilling tools Schlumberger Ltd. Pvd oilfield svcs Stock Swap Stock $11,041.6 $12,274.8 $615.0 5.57% 5.01%

02/22/2010 AMICAS Inc. Pvd info tech svcs Merge Healthcare Inc. Dvlp healthcare software Tender Offer Cash $243.6 $293.9 $25.0 10.26% 8.51%

02/23/2010 Bowne & Co. Inc. Pvd finl, mktg, bus commun svcs

RR Donnelley & Sons Co. Pvd printing, publishing svcs Not Applicable Cash $467.1 $471.1 $20.0 4.28% 4.25%

02/26/2010 CKE Restaurants Inc.(1) Own, op fast food rest Thomas H Lee Partners LP Private equity firm Going Private Cash $918.8 $920.6 $30.9 3.37% 3.36%

03/03/2010 SouthWest Water Co. Own, operate water, sewer system

SW Merger Acquisition Corp.

Special purpose acq co (SPAC) Not Applicable Cash $275.3 $434.2 $13.8 5.00% 3.17%

03/05/2010 RCN Corp. Pvd cable TV svcs ABRY Partners LLC Private equity firm Going Private Cash $1,273.0 $1,228.5 $30.0 2.36% 2.44%

03/15/2010 Sport Supply Group Inc.(1) Mnfr, whl sporting goods ONCAP Management Partners LP


03/16/2010 Care Investment Trust Inc. REIT Tiptree Financial Partners LP

Invest hldg co Going Private Cash $180.8 $140.1 $1.6 0.89% 1.14%

03/29/2010 Bway Holding Co. Mnfr metal, plastic containers Madison Dearborn Partners LLC

Private equity firm Going Private Cash / Stock $986.9 $900.7 $27.5 2.79% 3.05%

04/04/2010 Arena Resources Inc. Oil, gas expl, prodn co SandRidge Energy Inc. Oil, gas exploration, prodn co Stock Swap Cash / Stock $1,660.7 $1,679.6 $50.0 3.01% 2.98%

04/05/2010 Symyx Technologies Inc. Dvlp scientific bus software Accelrys Inc. Dvlp scientific software Stock Swap Stock $175.9 $95.7 $7.5 4.26% 7.83%

04/07/2010 CKE Restaurants Inc.(1) Own, op fast food rest Apollo Management, L.P. Special purpose acq vehicle Going Private Cash $702.4 $1,013.2 $30.9 4.41% 3.05%

04/10/2010 Boots & Coots Inc. Mnfr pressure control valves Halliburton Co. Pvd oil, gas field svcs Not Applicable Cash / Stock $248.4 $297.3 $1.5 0.60% 0.50%

04/11/2010 Mirant Corp. Electric utility holding co RRI Energy Inc. Provide electricity services Stock Swap Stock $1,623.4 $2,082.4 $57.8 3.56% 2.77%

04/12/2010 DynCorp International,

Inc.(1)

Pvd professional, support svcs Cerberus Capital Management, L.P.

Private equity firm Going Private Cash $987.8 $1,402.3 $300.0 30.37% 21.39%

04/14/2010 Dialysis Corp. of America Own, op kidney dialysis ctrs US Renal Care Inc. Own, op dialysis centers Going Private Cash $108.1 $113.4 $6.0 5.55% 5.29%

04/22/2010 Qwest Communications International Inc.

Pvd voice, Internet svcs CenturyLink Inc. Pvd telecommunications svcs Stock Swap Stock $22,276.2 $22,170.8 $350.0 1.57% 1.58%








Reverse Term Fee

($ M)

Reverse Term Fee as

a % of Transaction

Value

Reverse Term Fee as

a % of Enterprise

Value04/25/2010 Dollar Thrifty Automotive

GroupPvd passenger car rental svcs Hertz Global Holdings Inc. Provides car, equip rental svcs Not Applicable Cash / Stock $1,536.3 $2,601.0 $44.6 2.90% 1.71%

04/26/2010 Protection One, Inc.(1) Pvd home & bus security solutions

GTCR Golder Rauner, LLC


04/29/2010 ATS Medical Inc. Mnfr, whl heart valves Medtronic Inc. Mnfr, whl med, surgical devices


05/03/2010 Continental Airlines Inc. Pvd airline transp svcs UAL Corp. Passenger airline Stock Swap Stock $3,688.7 $7,018.7 $175.0 4.74% 2.49%

05/05/2010 SenoRx Inc. Mnfr, whl med devices CR Bard Inc. Mnfr, whl health care products


05/06/2010 inVentiv Health Inc. Pvd sales, mktg svcs Thomas H Lee Partners LP Private equity firm Going Private Cash $888.6 $1,128.1 $55.0 6.19% 4.88%

05/13/2010 Biosphere Medical Inc. Mnfr medical devices Merit Medical Systems Inc. Mnfr, whl med prod Not Applicable Cash $89.4 $81.4 $10.0 11.18% 12.28%

05/17/2010 Double-Take Software

Inc.(1)

Dvlp data protection software Vision Solutions Inc. Pvd data mgmt svcs Going Private Cash $223.1 $134.4 $24.2 10.85% 18.02%

05/17/2010 GLG Partners Inc. Pvd investment management svcs

Man Group PLC Pvd invest mgmt svcs Not Applicable Cash / Stock $1,544.5 NA $26.0 1.68% NA

06/03/2010 SonicWALL Inc. Dvlp Internet sec software PSM Merger Sub Inc. Special purpose acq vehicle Going Private Cash $633.6 $420.6 $60.0 9.47% 14.27%

06/04/2010 OMNI Energy Services

Corp.(1)

Provide oil, gas field expl svc Wellspring Capital Management LLC


06/09/2010 Rewards Network Inc. Pvd loyalty, rewards services Equity Group Investments LLC


06/09/2010 Eclipsys Corp. Dvlp clinical software Allscripts-Misys Healthcare Dvlp clinical software Stock Swap Stock $1,305.1 $1,202.1 $40.0 3.07% 3.33%

06/11/2010 Buckeye GP Holdings LP Pvd oil, gas distn svcs Buckeye Partners LP Own, op petroleum pipelines Stock Swap Stock $1,139.0 $2,747.6 $29.0 2.55% 1.06%

06/21/2010 Valeant Pharmaceuticals International, Inc.

Mnfr specialty pharm products

Biovail Corp. Mnfr, whl pharm Stock Swap Cash / Stock $3,717.0 $4,564.7 $100.0 2.69% 2.19%

06/24/2010 Alloy Inc. Pvd media, mktg svcs Investor Group Investor group Going Private Cash $127.2 $103.6 $5.8 4.56% 5.60%

07/08/2010 American Physicians Capital

Pvd med professional ins svcs Doctors Co. Pvd med malpractice ins svcs Going Private Cash $395.3 $280.5 $11.9 3.00% 4.23%

07/12/2010 Hewitt Associates LLC Pvd human consulting services Alps Merger Corp. Special purpose acq vehicle Not Applicable Cash $4,804.3 $4,693.6 $225.0 4.68% 4.79%

07/12/2010 Micrus Endovascular Corp.

Mnfr, wholesale medical devices

Johnson & Johnson Mnfr, wholesale pharmaceuticals


07/15/2010 NBTY Inc. Mnfr, whl nutrition supplements

Carlyle Group LLC Private equity firm Going Private Cash $3,640.4 $3,779.4 $214.2 5.88% 5.67%








Reverse Term Fee

($ M)

Reverse Term Fee as

a % of Transaction

Value

Reverse Term Fee as

a % of Enterprise

Value08/04/2010 ExpressJet Holdings Inc. Provide passenger airline svcs Express Delaware Merger

Co.Special purpose acq vehicle Not Applicable Cash $114.5 $45.7 $4.0 3.49% 8.76%

08/13/2010 Dynegy Inc. Electric utility company Blackstone Group LP Private equity, investment firm Going Private Cash $603.0 $4,953.0 $100.0 16.58% 2.02%

08/17/2010 Pactiv Corp.(1) Mnfr, whl food pkg prod Reynolds Group Holdings Ltd.

Mnfr, whl packaging products Going Private Cash $4,516.6 $5,946.5 $500.0 11.07% 8.41%

08/19/2010 NewAlliance Bancshares Inc.

Commercial bank holding co First Niagara Financial Group

Bank holding company Stock Swap Cash / Stock $1,447.2 NA $60.0 4.15% NA

08/30/2010 ADAM Inc. Pvd consumer health info svcs Ebix Inc. Dvlp application software Stock Swap Cash / Stock $66.2 $67.4 $3.5 5.29% 5.20%

09/01/2010 American Physicians Service Group Inc.

Pvd med professional ins svcs CA Bridge Corp. Insurance company Not Applicable Cash $222.1 $211.9 $8.5 3.83% 4.01%

09/02/2010 Burger King Holdings Inc. Own, op fast food restaurants Blue Acquisition Sub Inc. Special purpose acq vehicle Going Private Cash $3,301.9 $3,940.6 $175.0 5.30% 4.44%

09/08/2010 Microtune Inc. Mnfr, whl radio frequency tuner

Maple Acquisition Corp. Manufacture semiconductors Not Applicable Cash $158.4 $76.2 $5.0 3.16% 6.56%

09/13/2010 Otix Global Inc. Mnfr digital hearing aids William Demant Holding A/S

Mnfr, dvlp, whl hearing equip Not Applicable Cash $65.7 $62.1 $8.0 12.18% 12.88%

09/16/2010 Occam Networks Inc. Mnfr, whl broadband access prod

Calix Inc. Pvd broadband commun svcs Stock Swap Cash / Stock $186.9 $167.7 $10.0 5.35% 5.96%

09/20/2010 Internet Brands Inc. Pvd Internet media services Hellman & Friedman Capital

Private equity fund Going Private Cash $639.6 $611.7 $38.0 5.94% 6.21%

09/20/2010 L-1 Identity Solutions Inc. Pvd security systems services Safran SA Manufacture, whl aircraft units


09/21/2010 Penn Virginia GP Holdings LP

Coal mining Penn Virginia Resource Coal mining, natural gas co Stock Swap Stock $956.6 $1,577.0 $18.0 1.88% 1.14%

09/27/2010 Otix Global Inc. Mnfr digital hearing aids GN ReSound A/S Mnfr, whl hearing instruments Not Applicable Cash $61.4 $58.0 $8.0 13.02% 13.79%

09/27/2010 Alberto-Culver Co. Mnfr, whl beauty products Unilever PLC Produce, whl food products Not Applicable Cash $3,842.4 $3,728.3 $125.0 3.25% 3.35%

09/29/2010 Hypercom Corp.(1) Mnfr electn payment solutions Verifone Systems Inc. Mnfr, whl payment terminal Stock Swap Cash / Stock $418.1 $524.7 $30.4 7.27% 5.79%

10/01/2010 Capital Gold Corp. Gold mining company Gammon Gold Inc. Gold, silver mining co Not Applicable Cash / Stock $304.4 $314.5 $2.0 0.66% 0.64%

10/05/2010 Thermadyne Holdings Corp.

Mnfr, whl cutting, welding prod

Irving Place Capital Inc. Private equity firm Going Private Cash $203.2 $386.9 $25.0 12.30% 6.46%

10/06/2010 T-3 Energy Services Inc. Mnfr oilfield, pipeline equip Robbins & Myers Inc. Mnfr, whl engineered equip, sys


10/18/2010 American Commercial

Lines LLC(1)

Pvd marine transp svcs Platinum Equity LLC Private equity firm Going Private Cash $429.0 $784.4 $20.0 4.66% 2.55%








Reverse Term Fee

($ M)

Reverse Term Fee as

a % of Transaction

Value

Reverse Term Fee as

a % of Enterprise

Value10/18/2010 NSTAR Inc. Elec, natural gas utility co Northeast Utilities Special purpose acq vehicle Stock Swap Stock $4,198.4 $7,028.6 $135.0 3.22% 1.92%

10/19/2010 Cardiac Science Corp. Mnfr, whl diagnostic equipment

Opto Circuits (India) Ltd. Mnfr, whl med electronic prod Not Applicable Cash $54.8 $48.1 $1.3 2.37% 2.70%

10/25/2010 CommScope Inc. Manufacture coaxial cable Carlyle Group LLC Private equity firm Going Private Cash $3,020.0 $3,696.0 $233.8 7.74% 6.33%

10/28/2010 Syniverse Technologies Inc. Pvd wireless voice, data svcs Carlyle Group LLC Private equity firm Going Private Cash $2,211.8 $2,641.9 $120.0 5.43% 4.54%

11/04/2010 Capital Bank Corp. Commercial bank holding co North American Financial Holdings Inc.


11/18/2010 LTX-Credence Corp. Mnfr automatic test equipment

Verigy Ltd. Mnfr, whl semiconductor equip

Stock Swap Stock $421.1 $308.8 $15.0 3.56% 4.86%

11/22/2010 Novell Inc. Develop entrp operating system

Attachmate Corporation Special purpose acq vehicle Not Applicable Cash $2,206.8 $1,206.7 $120.0 5.44% 9.94%

11/23/2010 J Crew Group Inc. Retail women's, men's apparel J Crew Group Inc. SPV Special purpose acq vehicle Going Private Cash $2,986.3 $2,869.0 $200.0 6.70% 6.97%

11/25/2010 Del Monte Foods Co. Produce canned foods Del Monte Foods Co. SPV Special purpose acq vehicle Going Private Cash $5,157.1 $5,666.8 $249.0 4.83% 4.39%

11/26/2010 CPI International Inc.(1) Mnfr microwave, control equip

Veritas Capital Fund IV LP Private equity fund Going Private Cash $372.2 $588.0 $27.5 7.39% 4.68%

12/07/2010 Nicor Inc. Natural gas utility company AGL Resources Inc. Pvd gas distribution services Stock Swap Cash / Stock $2,382.5 $2,983.1 $67.0 2.81% 2.25%

12/09/2010 Center Financial Corp. Bank holding company Nara Bancorp Inc. Bank holding company Stock Swap Stock $285.6 NA $10.0 3.50% NA

12/22/2010 Sonic Solutions Develop digital media software Rovi Corp. Provide software services Not Applicable Cash / Stock $741.8 $737.4 $21.6 2.91% 2.93%

12/22/2010 Whitney Holding Corp. Bank holding company Hancock Holding Co. Bank holding company Stock Swap Stock $1,496.3 NA $50.0 3.34% NA

12/23/2010 Jo-Ann Stores Inc. Own, op fabric, drapery stores

Needle Holdings Inc. Private equity firm Going Private Cash $1,664.4 $1,552.0 $90.0 5.41% 5.80%

12/23/2010 Todd Shipyards Corp. Provide ship building services Vigor Industrial LLC Manufacture ships, sea vessels Going Private Cash $128.8 $89.9 $6.5 5.05% 7.23%

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DisclaimerDisclaimer

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2010 Transaction Termination Fee Study June 2011 · 2013-10-29 · Houlihan Lokey’s 2010...

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