M&A and the MediaTulane University Law School 29th Annual Corporate Law Institute

March 31, 2017

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Last year’s predictions rang true…The deal community was right about Trump

Brunswick M&A Survey 2016

If elected, which U.S. presidential candidate

would be the best outcome for dealmakingand corporate interests?

“We'll see if the survey respondents are right: Is the U.S. going to turn away these Chinese buyers? Are tax-inversion deals really going away? And if Donald Trump is our next commander in chief, will dealmakers cheer?”

– March 16, 2016

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10th Annual Brunswick M&A SurveyTrump Bump Expected for North American M&A in 2017

Increase46%

Stay the same29%

Decrease25%

M&A outlook more bullish in 2017 than 2016…

Positive49%

Negative30%

Neutral21%

…with nearly half expecting the Trump administration to be positive for M&A…

Domestic transactions

81%

Inbound8%

Outbound9%

… but fewer cross-border deals expected in 2017

What types of deals do you expect to drive the M&A market in 2017?

What do you expect the overall impact of the Trump administration will be on M&A and deal-making?

Compared to the level of deal activity in 2016, do you expect the level of M&A will increase, decrease or stay the same in 2017?

…and antitrust scrutiny expected to decrease…

Increase11%

Decrease71%

Stay the same19%

Compared to 2016 do you expect the level of antitrust scrutiny for deals to increase, decrease or stay the same in 2017?

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10th Annual Brunswick M&A SurveyDealmaking under the Trump administration

Anticipated changes affecting M&A activity in 2017

58%

52%

51%

29%

28%

27%

22%

13%

9%

Corporate tax reform

Antitrust policy (DOJ /FTC appointments)

Repatriation offoreign/offshore cash

Presidential scrutiny("Activist-in-chief"�)

Trade agreementrenegotiations

Foreign investmentpolicies (CFIUS)

Border adjustment tax

Dodd Frank revisions

Tax inversion rules

Top considerations for companies making an M&A decision

68%

60%

39%

39%

31%

27%

8%

Commitments toinvesting in the US

Job creation

Antitrust concerns

Public scrutiny

Presidential reaction

Relationship withadministration

Other

5

M&A and the Media

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Media plays a critical role —and it has only become more fractured

Core Players

Niche & Newer Players Key Commentators

Social Media

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Alex Sherman@sherman49495,735 followersBloomberg deals reporter based in NY.

Dave Benoit@DaveCBenoit11.2K followersI cover activist investors for WSJ. The activists that fight

Andrew Ross Sorkin@andrewrsorkin702K followers @NYTimes Columnist/Editor & @CNBC Squawk Box Co-Anchor. Author.

David Faber@davidfaber117K followers30 years a biz journalist.

M&A coverage increasingly plays out on social media

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Reporters can generate buzz on Twitter

Steve Cohen

Bill Ackman

Who is Bobby Axelrod?

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… and M&A podcasts tooAlex Sherman’s Deal of the Week: Rob and Andy Kindler Telling Jokes

“I struggled, but I started at a great time and it always

felt like things were moving forward with Rob’s

financial support.”

10

Laying the Groundwork

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Take a 360° view to identify influential supporters and detractors – and their connections

Identify the issues that are of critical importance to the success of the deal and to stakeholders

Uncover the “persuadables” who could help carry your message

Tailor content to respond to stakeholders’ concerns

All stakeholders matter – get the story right with every constituent group

Supply Chain Partners

Regulatory

Investors

Activists

Clients

Media

Employees

Competitors

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Getting the messaging right on announcement day is critical to deal success

We take messaging and turn it into creative content that dimensionalizes the M&A story. Using a comprehensive digital and social media strategy, this content is rolled out simultaneously to all audiences at the launch of a transaction.

Content is tailored for social platforms and audience behaviors (e.g., mobile, search)

Demonstrate strategic rationale, deal potential and opportunities for value creation

Develop a clear, compelling investment case

Media have major influence over investors’ perceptions – and reality –of transactions

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DEVELOP THE INVESTMENT

STORY

MATERIALS PREPARATION

DEAL ANNOUNCEMENT

REGULATORY APPROVALS

(HSR, CFIUS)

SHAREHOLDERAPPROVAL

DEAL CLOSING

DAY ONE &INTEGRATION

NEW COMBINED COMPANY

D EA L R U MOR S

LEA K

Critical communications milestones

Effective M&A communications is a highly coordinated effort between the advisors and client

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Sometimes the process is straightforward…

Shareholder Vote

Deal Closing

Regulatory Approval

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Restaurant Brands International Acquires Popeyes Louisiana Kitchen Acquisition timeline: February – March 2017

February 21:Announcement

February 27:Tender Offer Launches

March 7: HSR Approval

March 24:Tender Offer Closes

March 27: Deal Closes

February 13:Deal Leaks

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…Sometimes it is much more complexOvercoming global regulatory approvals to get to closing in less than a year

4Pre-conditional

markets

25Additional regulatory

jurisdictions

29Markets across SIX continents

Pre-conditional markets

Non pre-conditional markets likely requiring merger control

Other markets

U.S Senate Hearing

Divestiture of global Miller brand to Molson Coors

Sale of Peroni & Grolsch to Asahi

Divestiture of SABMiller’s assets in Central & Eastern Europe

+ =

Listing on the JSE

Sale of Snow Breweries to China Resources Beer Company

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Investors are Using Digital and Social

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Driving investment actionDigital media is now shaping investment behavior for nearly all investors

QUESTION: Have you ever viewed the following, which has prompted you to investigate an issue further for your work? Have you ever made an investment decision or a recommendation after initially sourcing information from the following, which then led you to conduct additional research?

96%Have used social media to investigate an issue about a company

78%Have made an investment decision or recommendation based on information seen on social media

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How investors use digital mediaFollowing market trends and corporate strategy are the main benefits for investors

QUESTION: What are the reasons you use digital media platforms to investigate an issue further for your work?

79%

74%

73%

63%

43%

40%

22%

15%

To learn more about a specific industry or sector

To keep up to date with a particular company that I follow

To follow market moving news

To get more information about a company's strategy

To learn what specific CEOs are saying

To learn what activist investors are saying

To network with other investors

To get tips on companies to invest in

To follow the market

To understand corporate strategy

To connect with peers

© Brunswick Insight 2017

20

Most useful sources of informationSearch engines and blogs are the primary tools for investigation and decisions

Leading Sources for Investors

Mid-Tier Source for Investors

Specialty Sources

Search Engines

% to investigate an issue

Blogs

Presentation Sharing

Video

Chinese Social Media*

Twitter

LinkedIn

% to make an investment decisionDigital Media Sources

81%

72%

46%

39%

34%

33%

28%

28%

Message Boards

61%

46%

15%

20%

16%

14%

17%

14%

NA

+13

NA

+11

+1

+10

+5

NA

NA

+17

NA

+7

-1

+5

0

NA

Change since 2015

Change since 2015

*Percentages shown only among investors working in Asia

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So What Does that Mean for M&A Comms?

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Bayer/MonsantoLaunching a major cross-border transaction with a comprehensive digital strategy

Google helps users exploreand learnmore, and search engine optimization (SEO)

can direct users to deal sitesLinkedIn is a premier content platform for professionals to

learnmore about current deals

Twitter drives the newscycle

Digital Advertising

Placing content where shareholders and investors are most likely to engage

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Bayer/MonsantoRolling out deal messages simultaneously to the right global audiences

6.45MMVideo views

558.6MMTimes content

was seen

1.12MMClicks to our

content

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Thursday, October 20th

3:30 pm Bloomberg reports AT&T and Time Warner Inc. said to discuss idea of takeover

4:30 pm Hollywood Reporter cites a source who said AT&T might have to offer as much as $100 billion

Friday, October 21st

9:30 am David Faber reports that AT&T and Time Warner have “held talks” over “at least one key meeting”

11:00 am WSJ reports AT&T and Time Warner are in advanced talks and a deal could happen as early as that weekend

11:45 am David Faber confirms WSJ’s report of advanced talks based on conversations with his sources

5:30 pm Bloomberg reports deal could be valued at $110/share in cash and stock, to be announced as soon as Monday

6:00 pm Reuters reports AT&T and Time Warner reached agreement on most terms, to announce as early as Sunday

Saturday, October 22nd

1:30 pm Bloomberg reports boards expected to meet Saturday to approve deal for more than $80 billion, and could announce as early as Saturday evening

1:45 pm WSJ reports deal likely to be announced Saturday night, for between $105 and $110

4:15 pm Bloomberg reports deal terms at $107.50/share, valuing the deal at about $86 billion

7:40 pm Deal announced jointly via press release with offer price of $107.50/share

AT&T/Time WarnerAnatomy of a leak

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In conclusion…