and

welcome you to our webcast: M&A Market Review

welcome you to our webcast: M&A Market Review

Introduction

Moderator:

Mary Kathleen Flynnsenior editorThe Deal LLC

Expert Panel

Mark Bradyglobal head of M&A William Blair & Co. LLC

Expert Panel

Richard Lawsonmanaging director Huntsman Gay GlobalCapital LLC

Expert Panel

John Jones Jr.partnerPepper Hamilton LLP

Expert Panel

Martyn CurraghU.S. transaction servicesleaderPricewaterhouseCoopers

Favorable fundamentals led to strong M&A activity in first-half 2011, followed by decline in Q3 run rate

Relatively modest increase in deal volume

Significant increase in deal value

Megadeal activity fueled by corporate or strategic acquirers

Increase in deal size driven by PE buyers

Corporate divestitures continue to be key component of dealflow

0

50

100

150

200

250

300

350

400

2006 2007 2008 2009 2010 LTMSept.2011

369

Average deal value

340

242 229

233

301

$ Millions

Source: Thomson Reuters/PricewaterhouseCoopers

Deal volume

Source: Thomson Reuters/PricewaterhouseCoopers

0

2,000

4,000

6,000

8,000

10,000

12,000

14,000

2006 2007 2008 2009 2010 LTMSept.2011

No. of deals

11,368 12,069

10,072

8,098 8,684

8,739

Pressures coming to bear on M&A

Continuing economic downturn

Private equity fundraising cycle

Supply vs. demand

Debt markets

Trends in M&A

Vendor due diligence (quality-of-earnings reports, environmental reports)

Third-party commercial due diligence

AUDIENCE POLL QUESTION

How will M&A activity in 2012 compare to 2011?

A) A slightly higher level of activityB) A slightly lower level of activityC) A large increase in activityD) A large decrease in activityE) The level will remain largely the same

Due to tightening of lending markets in second-half 2011, buyers are finding they can’t find financing

Some buyers are walking away because prices are too high, particularly in light of return objectives

Reasons many auctions are failing

Well-capitalized companies secure financing

Significant cash reserves

Credit increasingly more available

More strategic deals vs. private equity

Excess of cash on balance sheets of strategics

Significant capital overhang—nearly half-a-trillion dollars

Two major reasons for dramatic upward pricing trend

Lower midmarket vs. upper midmarket

AUDIENCE POLLING QUESTION

What sector will see the greatest level of activityin 2012?

A) HealthcareB) EnergyC) TechnologyD) Real estateE) Consumer and retailF) IndustrialsG) Other

Sector spotlight: Healthcaremost-active sectors

Long-term care Medical devices Hospital and pharma Physician practices

Deficit reduction plan and its effect on M&A

The impact of 2012 elections on M&A

Near-term outlook

AUDIENCE Q&A

THE DEAL WEBCAST SERIESUpcoming Event

Brought to you by The Deal LLC and Conway MacKenzie, this complimentary event, “Bankruptcy and Restructuring Outlook,”on Thursday, Nov. 3, at 2 p.m. ET looks at the biggest trends in the sector. The discussion will include experts Harvey Miller of Weil Gotshal, co-founder of Conway MacKenzie Don MacKenzie and Tiffany Kosch of HIG Capital.

and

thank you for joining our webcast.