WEIL
GOTSHAL
WEIL, GOTSHAL & MANGES PRIVATE EQUITY GROUP SURVEY
SPONSOR-BACKED GOING PRIVATE TRANSACTIONS
MARCH 2009
Table of Contents
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Research Methodology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Key Conclusions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Market Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Club Deals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Alternative Transaction Structures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Fiduciary Out/Matching Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Go-Shops . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Financing Outs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Material Adverse Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Break-Up Fees and Reverse Break-Up Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Target Company Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Special Committees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Key Conclusions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Jurisdiction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Market Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Club Deals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Financing and Break-Up Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
UK Transactions – Type of Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Asia-Pacific . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Key Conclusions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Market Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Transaction Structures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Break-Up Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
About the Weil Gotshal Private Equity Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Introduction
Welcome to our third annual survey of sponsor-backed going private transactions prepared by the
Private Equity Group of Weil, Gotshal & Manges LLP. We hope that you will find this information
thought-provoking and useful.
We believe this survey is unique in that it analyzes and summarizes for the reader the material
transaction terms of going private transactions involving a private equity sponsor in the United States,
Europe and Asia-Pacific. We believe Weil Gotshal is uniquely positioned to perform this survey given
our international private equity platform and network of offices throughout the United States,
Europe and Asia-Pacific.
We are happy to discuss with clients and friends the detailed findings and analysis underlying this survey.
We want to pay special thanks to the many attorneys and consultants at Weil Gotshal who contributed
to this survey, including Joshua Peck, Jeffrey Friedman, Frank Martire, Jamie Pierre-Louis, Andrew
Arons, Tracy Bookspan, Brett Bush, Daniel Chin, Stephanie Da, Connie Dong, Christopher Gruszcynski,
Nadia Karkar, Cassie Kimmelman, Thomas Kretchmar, Peter McRae, Megan Pendleton, Damali
Peterman, Alex Radetsky, Jonathan Sagot, Jenna Schaeffer, Joshua Senavoe, Samuel Spector, Matthew
Speiser and Ryan Taylor.
Doug Warner
Ian Hamilton
Peter Feist
Michael Weisser
Editor
Editor
Editor
Editor
Michael Cubell
Deputy Editor
Lindsay Germano
James Harvey
Lei Yu
Special Contributor
Special Contributor
Special Contributor
3
Research Methodology
The Private Equity Group of Weil Gotshal surveyed 39 sponsor-backed public-to-private transactions
announced from January 1, 2008 through December 31, 2008 with a transaction value (i.e., enterprise
value) of at least $100 million (excluding target companies that were real estate investment trusts).
Given the state of the global credit markets throughout 2008, we lowered the transaction value threshold for inclusion in our survey from $250 million last year to $100 million this year. This change
should be kept in mind when reviewing the year-over-year comparisons throughout this survey.
Fifteen of this year’s surveyed transactions involved a target company in the United States, 13 involved a
target company in Europe and 11 involved a target company in Asia-Pacific. The publicly available information for certain surveyed transactions did not disclose all data points covered by our survey; therefore, the charts and graphs in this survey may not reflect information from all surveyed transactions.
The 39 surveyed transactions included the following target companies:
Akindo Shushiro Co. Ltd.
Expro International Group plc
Alta Fides AG
Getty Images, Inc.
Angelica Corporation
Greenfield Online, Inc.
Apria Healthcare Group Inc.
Guala Closures s.p.a.
AsiaPharm Group
Gunnebo Indstrier AB
Biffa plc
HireRight, Inc.
Bravura Solutions Ltd.
Industrial Distribution Group,
Inc.
Bright Horizons Family
Solutions, Inc.
CAM Commerce Solutions, Inc.
Centerplate, Inc.
Civica plc
Clayton Holdings, Inc.
D&M Holdings Inc.
eTelecare Global Solutions, Inc.
4
Lifecore Biomedical, Inc.
Macquarie Capital Alliance
Group
Natural Beauty Bio-Technology
Limited
NDS Group plc
Neochimiki L.V. Lavrentiadis S.A.
Nord Anglia Education plc
NuCo2 Inc.
Performance Food Group
Company
Petron Corp.
Premier Research Group plc
Q-MED AB
Macquarie Private Capital Group
SM&A, Inc.
Marazzi Group s.p.a.
SSP Holdings plc
MYOB Ltd.
The TriZetto Group, Inc.
Unisteel Technology Ltd.
United States
5
Key Conclusions
2008 was a difficult year for sponsor-backed going private transactions in the United States with only
15 deals being announced. In the first half of the year, despite the constraints of the credit markets,
activity was steady with 13 deals being announced. However, activity collapsed in the second half of
the year with only two deals being announced.
While the limited data points render it difficult to generalize, a number of market and legal trends are
identifiable based on this survey. These include:
6
■
2008 witnessed a 97% collapse in aggregate transaction value for sponsor-backed going private
transactions when compared to 2007. The largest transaction announced in 2008 had a transaction value of approximately $2.1 billion, a 95% decline from the largest transaction announced
in 2007. There was also a 76% decline in transaction volume when compared to 2007.
■
The percentage of club deals involving two or more private equity sponsors declined significantly in all transaction sizes in 2008. Only 7% of the 2008 transactions constituted a club deal
whereas 37% of the 2007 transactions did so.
■
The tender offer again made an appearance in 2008, continuing a trend that started in 2006.
The same cannot be said for stub equity. There was no transaction in 2008 in which the sponsor offered stub equity to the target’s public shareholders.
■
Not surprisingly, the credit crisis continued to adversely impact the debt-to-equity ratios of
sponsor-backed going private transactions. Equity accounted for an average of 64% of acquiror
capitalization for transactions between $100 million and $1 billion in value and 51% of
acquiror capitalization for transactions greater than $1 billion in value.
■
The credit crisis has forced sponsors to tap alternative financing sources, including traditional
mezzanine lenders and hedge funds.
■
The go-shop provision continued to be a common feature of going private transactions in 2008
with 53% of surveyed transactions including this form of post-signing market check.
Interestingly, sponsors were more resistant this year to giving a significantly reduced go-shop
break-up fee (only one transaction had a go-shop break-up fee of less than 50% of the normal
break-up fee).
■
Although far from the norm, there was an increase in 2008 in sponsor-backed going private
transactions with a financing out (20% in 2008 compared to 3% in 2007).
■
When compared to pre-credit crunch transactions, the 2008 transactions reveal a material
decrease in the number of MAE exceptions.
■
Reverse break-up fees were again the norm in 2008, appearing in 87% of all surveyed transactions (a slight increase from 84% in 2007). In an effort to limit the optionality built-in to the
reverse break-up fee structure and incentivize sponsors to consummate the transaction, target
boards in a significant minority of surveyed transactions negotiated for a higher second-tier
reverse break-up fee or a higher cap on monetary damages.
■
Interestingly, specific performance provisions enforceable against the buyer were very rare in
2008. Only 7% of the 2008 transactions permitted the seller to seek specific performance
against the buyer rather than be limited to a reverse break-up fee or monetary damages (whereas 33% of the surveyed transactions in 2007 allowed the seller to seek specific performance).
Market Information
Market Activity by Transaction Value
10
10
8
Number of
Transactions
6
5
4
2
0
Over $1000
$100-$1000
Transaction Value (millions)
Transaction values in our study
range from $111.7 million to
$2.1 billion. The volume of surveyed transactions significantly
decreased from 63 in 2007 to
15 in 2008. The 15 going private transactions represent an
aggregate transaction value
equal to approximately $9.5
billion, signifying an approximate 97% collapse in the aggregate transaction value of such
transactions from 2007. Only
two of the surveyed transactions were announced in the
second half of 2008 (one in Q3
and one in Q4).
1st color - cmyk = 100/0/24/38
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The deal
environment
for
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- cmyk
=0/6/4/11
Market Activity by Quarter
10
8
Number of
6
Transactions
Section 1
4
7
6
2
1
1
Q3
Q4
0
Q1
Q2
sponsors became increasingly
competitive throughout 2008.
Font:
For the moment, sponsors have
ITC Stone Serif, medium 9pt
lost much of their competitive
advantage against strategic
investors as their cost of capital
has increased, available leverage has decreased and they
have suffered negative publicity
from busted deals.
Transaction Value (millions)
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4th color - cmyk =0/6/4/11
7
g
Club Deals
Not surprisingly, with the dramatic decrease in transaction values in 2008, there was also a
100%
material decrease in the percentHigh Yield Financings by Transaction Value
80%
age of “club deals” involving two
1st color -orcmyk
= 100/0/24/38
Percentage of 60%
more
private equity sponsors.
80%
71
Transactions
Another potential future obstacle
2nd color - cmyk = 0/10/50/0
40%
for club deals is the recent Dahl
60%
48
20
in federal district court
3rd color -decision
cmyk = 80/29/64/11
20%
in Massachusetts. The Dahl court
33
40%
0
4th color -refused
cmyk =0/6/4/11
0%
to dismiss a class action
$100-$1000
Over $1000
lawsuit brought by various share14
20%
Transaction Value (millions)
holders against a number of priFont:
vate equity firms claiming that
0%
ITC Stone Serif, medium 9pt
$250-$500 $500-$1000 $1000-$5000 Over $5000
the firms violated US antitrust
laws in connection with various
Transaction Value (millions)
club deals. The Dahl class action
suit is now being litigated and
the outcome of the trial may
1st color - cmyk = 100/0/24/38
provide guidance to sponsors as
what
behavior, if any, in
2nd color -to
cmyk
= 0/10/50/0
future club deals may violate the
3rd color -antitrust
cmyk = 80/29/64/11
laws.
Percentage of Club Deals by Transaction Value
4th color - cmyk =0/6/4/11
Percentage of Transactions
with a Strategic Investor
7%
Section 1
93%
Strategic investor
8
No strategic investor
A private equity sponsor partnered with a strategic investor
in one transaction in 2008.
Font:
ITC Stone Serif, medium
9pt be an increase in
There may
2009 of transactions in which
a sponsor and a strategic
investor partner in order to
bridge a funding gap. In addition to enhancing their access
to whatever leverage is available, a sponsor may want to
partner with a strategic
investor to gain further operational expertise with respect to
the target’s industry.
of
tions
High
ancing
Transaction Value (millions)
Alternative Transaction Structures
Percentage of Transactions
with a Tender Offer
7%
High Yield Financings by Transaction Value
80%
71
60%
48
33
40%
20%
14
93%
0%
$250-$500 $500-$1000 $1000-$5000 Over $5000
Transaction Value (millions)
Tender offer
No tender offer
Percentage of Transactions
with Stub Equity
0%
100%
Stub equity
In 2008, one transaction utilized a tender offer in order to
address certain transaction-specific issues. Tender offers have
certain strategic advantages in
1st color - cmyk = 100/0/24/38
transactions where there is
resistance
2ndshareholder
color - cmyk =
0/10/50/0to the
buyout price or the sponsor
color - cmyk
= 80/29/64/11
3rd wants
to limit
the risk of a topping bid emerging. However,
4th color - cmyk =0/6/4/11
tender offers can be more difficult to finance than the typical
merger structure due to the
Font:
ITC Stone Serif,
medium
impact
of the9pt
margin regulations limiting the amount
banks can lend against “margin” stock and related collateral
considerations.
No sponsor-backed going private transaction in 2008
employed a stub equity structure. A stub equity structure
gives target shareholders the
opportunity to retain a minority
stake in the newly private company and thereby participate in
its future growth.
No stub equity
9
Financing
As leveraged lending was largely
non-existent throughout 2008,
it should be no surprise that
2008 transactions, like the postcredit crunch transactions in
1st color - cmyk = 100/0/24/38
the second half of 2007, were
50.9
typically financed with at least
2nd color - cmyk = 0/10/50/0
a majority of equity (average of
53% of acquiror capitalization).
3rd color - cmyk = 80/29/64/11
Equity Invested by Transaction Value
100%
80%
71
Percentage
60%
of Acquiror
Capitalization48
40%
33
63.7
20%
4th color - cmyk =0/6/4/11
0%
14
$100-$1000
Over $1000
Transaction ValueFont:
(millions)
ITC Stone Serif, medium 9pt
$500 $500-$1000 $1000-$5000 $5000 Over
Transaction Value (millions)
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3rd color - cmyk = 80/29/64/11
Percentage of Transactions
with a Tranche of Debt Financing
Provided by a Hedge Fund
Section 1
60%
40%
Yes
10
No
In 2008, debt financing continued to be a differentiating ability among sponsors instead of
the commodity it had become
Font:
ITC Stone Serif,
medium 9pt
pre-credit
crunch. Investment
banks still remain largely
unwilling to originate new
leveraged loans. This has
resulted in sponsors tapping
alternative financing sources,
including hedge funds.
4th color - cmyk =0/6/4/11
Transaction Value (millions)
Fiduciary Out / Matching Rights
Percentage of Transactions Permitting the Board to Terminate
for Fiduciary Reasons Other than Related to a Superior Proposal
7%
93%
The number of surveyed transactions over $1 billion in
which private equity sponsors
had the right to match a competing offer was slightly higher
this year than last year (80%
vs. 72%).
For fiduciary reasons other than
related to a superior proposal
Solely due to a
superior proposal
Right to Match Competing Offer by Transaction Size
100%
80
80
$100-$1000
Over $1000
80%
Percentage of
Transactions
60%
40%
20%
0%
Transaction Value (millions)
Time Period to Match Competing
Offer by Transaction Size
Only a small minority of
transactions permitted the target company to terminate the
agreement for reasons other
than a “superior proposal”
(e.g., the target company discovers “gold” or its prospects
improve materially from the
date the merger agreement
was signed).
Similarly, the time period for
private equity sponsors to
match a competing offer in
these larger deals was significantly lower this year than
two years ago (3.5 vs. 4.8
days). This may be partially
attributed to certain decisions
by the Delaware Court of
Chancery, which focused on
whether the target board acted
reasonably in going private
transactions in terms of
process and the structural protections afforded the buyer.
5
4
Number of
Calendar Days
3.6
3.5
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3
2
2nd color - cmyk = 0/10/50/0
1
3rd color - cmyk = 80/29/64/11
4th color - cmyk =0/6/4/11
0
$100-$1000
Over $1000
Transaction Value (millions)
Section 1
Font:
ITC Stone Serif, medium 9pt
11
Go-Shops
Percentage of Transactions
with a Go-Shop
Percentage of Those Transactions
with a Pre-Signing Market Check
53%
47%
50%
50%
Go-shop
Pre-signing market check
No go-shop
No pre-signing market check
Length of Go-Shop
6
6
Number of 4
Transactions
2
2
0
0
20-29 days
30-39 days
40-60 days
The go-shop provision continued
to be a common feature of
going private transactions in
2008 with 53% of surveyed
transactions including this form
of post-signing market check.
Surprisingly, 50% of the transactions with a go-shop had
some form of pre-signing market
check. Although sponsors in
the past may have viewed a goshop provision as an easy give
as the provision has been criticized as simple window dressing
that seldom results in a better
offer, sponsors may want to
reconsider this strategy as four
sponsor-backed transactions in
2007 and two in 2008 were broken up by bidders who came in
through the go-shop period.
The length of the go-shop period
in sponsor-backed transactions
in 2008 ranged from 30 to 60
days. When compared to 2006
(50% of go-shop periods were
between 20-29 days), go-shop
periods continue to be much
longer despite 50% of the 2008
go-shop transactions having
some form of pre-signing market
check. The longer the duration
of the go-shop period, the less
scrutiny a court will give to
whether the duration was sufficient to satisfy a board’s fiduciary duties. However, the breadth
of any pre-signing market
check should be taken into
account when determining goshop duration.
1st color - cmyk = 100/0/24/38
2nd color - cmyk = 0/10/50/0
12
3rd color - cmyk = 80/29/64/11
Go-Shops
In 88% of the surveyed transactions, a superior proposal
entered into as a result of the
go-shop triggered the payment
of a reduced break-up fee as
target boards took the view
that the traditional 2% to 4%
of equity value break-up fee is
inconsistent with the spirit of
the go-shop as a true post-signing “test the market” process.
Percentage of Go-Shop Transactions
with a Two-Tier Break-Up Fee
12%
88%
Two-tier break-up fee
No two-tier break-up fee
Size of Go-Shop Break-Up Fee vs.
Normal Break-Up Fee
4
3
3
3
Number of
Transactions 2
1
1
0
0
Below 30% 30%-40%
41%-50% Above 50%
Go-Shop Break-Up Fee as a Percentage
of Normal Break-Up Fee
The reduced go-shop break-up
fee ranged from 28% to 75% of
1st color - cmyk = 100/0/24/38
the normal break-up fee in
2008. 57% of 2nd
go-shops
color - had
cmyka = 0/10/50/0
break-up fee between 50% to
3rd color
- cmyk = 80/29/64/11
60% of the normal
break-up
fee. Unlike 2007, there was not
4th color - cmyk =0/6/4/11
a significant minority of
reduced go-shop break-up fees
below 40%
Font:of the normal
ITC
Stone
mediumto
9pt
break-up
fee.
TheSerif,
hesitation
give a significant discount to
the normal break-up fee may
be a result of the topping bids
that have emerged by way of
the go-shop period over the
course of the last two years.
% of Go-Shop Transactions with a
Two-Tier Break-Up Fee
13
Go-Shops
In 2008, a “hard-stop” was utilized in 38% of the surveyed
transactions. A hard-stop
imposes a deadline on the target board to negotiate a definitive agreement with a compet1st color - cmyk = 100/0/24/38
ing bidder solicited during the
2nd color - cmyk = 0/10/50/0
go-shop period in order for the
target to benefit from the
3rd color - cmyk = 80/29/64/11
38%
reduced go-shop break-up fee.
4th color - cmyk =0/6/4/11 A go-shop provision with a
hard-stop is more likely to
draw scrutiny from Delaware
Font:
courts as to its reasonableness
ITC Stone Serif, medium 9pt
(especially if the duration of
the go-shop period is shorter
No “hard-stop”
than customary). For example,
in Lear, the Delaware Chancery
Court noted that the 45-day
go-shop period was of little
practical benefit because it
“essentially required the bidder
to get the whole shebang done
within the 45-day window.”
Percentage of Go-Shop Transactions with a “Hard-Stop”
on any Reduced Break-Up Fee for Competing
Proposals Solicited During the Go-Shop Period
71
48
33
62%
00 $500-$1000 $1000-$5000 $5000 Over
Transaction Value (millions)
“Hard-stop”
Percentage of Go-Shop Transactions that Eliminate
a Matching Right During the Go-Shop Period
25%
75%
Yes
14
No
In 2008, 25% of the surveyed
transactions with a go-shop provision eliminated the matching
right during the go-shop period,
down from 43% of such transactions in 2007.
Financing Outs
Financing Outs by Transaction Value
3
3
Number of
Transactions
2
1
0
Although not the material
increase many expected, there
was an increase in 2008 in
sponsor-backed going private
transactions with a financing
out (20% in 2008 compared to
3% in 2007). The three surveyed
transactions that included a
financing out all had a transaction value below $500 million.
0
$100-$1000
Over $1000
Transaction Value (millions)
1st color - cmyk = 100/0/24/38
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ITC Stone Serif, medium 9pt
Section 1
15
Material Adverse Effect
Carveouts from MAE Definition
100%
80%
73
67
73
67
Percentage of 60%
Transactions
40%
20%
0%
Changes in
economic
conditions
Changes in Changes in
industry
securities
conditions
market
Changes
in law
100%
87
Additionally, the percentage of
surveyed transactions that
1st color
- cmyk
100/0/24/38
included
an=adverse
change in
the target’s prospects in the def2nd color - cmyk = 0/10/50/0
inition of an MAE increased
from- 2%
in=2007
to 7% in 2008.
3rd color
cmyk
80/29/64/11
87
80%
60
Percentage of 60%
Transactions
40%
When compared to pre-credit
crunch transactions, the surveyed transactions reveal a
material decrease in the number of MAE exceptions. Buyers
should try to limit these MAE
exceptions either by excluding
a given exception altogether or
qualifying such exclusion so
that it only applies to the
extent the event in question
disproportionately affected the
target. In Huntsman, the
Delaware Chancery Court confirmed that establishing an
MAE under Delaware law is a
very high hurdle. As a result, it
remains dangerous to rely on a
general MAE clause to walk
away from an acquisition agreement and it may make sense to
negotiate an objective MAE test,
such as a failure to achieve a
certain financial metric or the
loss of a key customer.
20%
4th color - cmyk =0/6/4/11
0%
Announcement
or consummation
of merger
Terrorism
or war
Failure to meet
financial
projections
Font:
ITC Stone Serif, medium 9pt
Section 1
16
Break-Up Fees and
Reverse Break-Up Fees
Reverse Break-Up Fee by Transaction Value
100
100%
80
80%
Percentage of
Transactions
with a Reverse
Break-Up Fee
Reverse break-up fees were
again the norm in 2008,
appearing in 87% of all surveyed transactions (a slight
increase from 84% in 2007).
60%
40%
20%
0%
$100-$1000
Over $1000
Transaction Value (millions)
1st color - cmyk = 100/0/24/38
2nd color - cmyk = 0/10/50/0
3rd color - cmyk = 80/29/64/11
Break-Up and Reverse Break-Up
Fee by Transaction Value
5%
The payment
of a reverse break4th color
- cmyk =0/6/4/11
up fee is often triggered by
either a lack of financing or a
breach by the buyer.
Font:
ITC Stone Serif, medium 9pt
4.5
4.2
4%
Section 1
Percentage 3%
of Target
Equity
2%
3.7
3.5
$100-$1000
Over $1000
1%
0%
Transaction Value (millions)
Break-up fee
Reverse break-up fee
1st color - cmyk = 100/0/24/38
2nd color - cmyk = 0/10/50/0
3rd color - cmyk = 80/29/64/11
17
4th color - cmyk =0/6/4/11
Break-Up Fees and
Reverse Break-Up Fees
Percentage of Transactions with a
2nd-Tier Reverse Break-Up Fee/Higher Cap
on Damages in Excess of Reverse Break-Up Fee
23%
77%
Yes
No
Size of Reverse Break-Up Fee vs.
2nd-Tier Reverse Break-Up Fee/
Higher Cap on Damages
in Excess of Reverse Break-Up Fee
8.0
8%
6%
5.1
4.3
Percentage
of Target 4%
Equity
2%
1.9
0%
$100-$1000
Over $1000
Transaction Value (millions)
Reverse
break-up fee
Target boards in a significant
minority of surveyed transactions negotiated for monetary
remedies in addition to the
reverse break-up fee. This was
either implemented through a
higher second-tier reverse breakup fee or a higher cap on damages, which was typically available to the seller only in circumstances where the buyer intentionally breached its obligation
to consummate the transaction
despite the availability of
financing. To the extent there
are second-tier damages for an
intentional breach, sponsors
should ensure the acquisition
agreement has a strict cap on
these damages.
The second-tier reverse breakup fee or higher cap on damages is designed to cut-back the
optionality of the reverse breakup fee structure by incentivizing the buyer to close the transaction rather than paying the
fee to walk away. The average
spread between the first-tier
and second-tier reverse breakup fee/higher cap on damages
was 2.4% of the target’s equity
value for transactions between
$100 million and $1 billion and
2.9% of the target’s equity value
for transactions over $1 billion.
2nd-tier reverse break-up
fee/higher cap on damages in
excess of reverse break-up fee
1st color - cmyk = 100/0/24/38
2nd color - cmyk = 0/10/50/0
18
3rd color - cmyk = 80/29/64/11
4th color - cmyk =0/6/4/11
Break-Up Fees and
Reverse Break-Up Fees
Termination Scenarios Where Buyer
Receives a Break-Up Fee
100%
100
80
80%
80
Percentage of 60%
Transactions
40%
20%
0%
Target company
Buyer
Buyer
terminates terminates - target
terminates superior
company closing
drop-dead date
proposal/
condition breach
(competing
fiduciary out (competing takeover
takeover
consummated
consummated
during tail period) during tail period)
100%
80%
Percentage of
Transactions
67
60%
40%
Section
20% 1
0%
Buyer terminates change of
recommendation/
competing takeover
recommendation/notice
of superior proposal
The five scenarios listed on the
charts on this page are the most
common scenarios in which a
break-up fee must be paid. In
addition to payment of a breakup fee, several transactions
included target reimbursement
of buyer’s transaction expenses
(usually subject to a cap) when
the agreement is terminated due
to a failure to get stockholder
approval, a target company
breach leading to the failure of
a closing condition or the passage of the drop-dead date.
Interestingly, in an effort to
secure shareholder support for
the proposed merger between
1st color - cmyk = 100/0/24/38
Lear Corporation and an entity
by Carl Icahn, Icahn
2nd color -controlled
cmyk = 0/10/50/0
agreed to a $100 million
3rd color -increase
cmyk = 80/29/64/11
in the merger consideration but conditioned such
4th color - cmyk =0/6/4/11
93
increase upon the addition of a
naked no-vote termination fee
Font:
in an amount equal to $25 milITC Stone Serif, medium
9pt disinterested memlion. The
bers of the Lear board approved
these terms. Following the
stockholders’ rejection of the
merger, shareholder plaintiffs
amended an existing complaint
Either party terminates to add derivative claims against
no stockholder approval
(competing takeover
the Lear directors for, among
consummated during
other things, breach of fiducitail period)
ary duty for granting Icahn the
naked no-vote termination fee.
The Lear court dismissed all
claims, rejecting the plaintiffs’
argument that the Lear direc1st color
cmyk in
= 100/0/24/38
tors- acted
bad faith by agreeing to the $25 million naked
2nd color - cmyk = 0/10/50/0
no-vote termination fee.
3rd color - cmyk = 80/29/64/11
4th color - cmyk =0/6/4/11
Font:
ITC Stone Serif, medium 9pt
19
g
Target Company Remedies
Percentage of Transactions with
a Specific Performance
Provision
71
Enforceable against the Sponsor
80%
60%
7%
48
33
40%
14
20%
0%
93%
$250-$500 $500-$1000
$1000-$5000 $5000 Over
Transaction Value (millions)
Yes
No
Percentage of Transactions with
Non-Recourse Language with respect to
a Target’s Directors, Shareholders and Affiliates
27%
73%
Yes
20
No
Partly due to the spotlight certain busted deals of the last 18
months placed on the specific
2nd color - cmyk = 0/10/50/0
performance provision, only
of =the
surveyed transac3rd color -7%
cmyk
80/29/64/11
tions permitted the seller to
4th color - cmyk =0/6/4/11
seek specific performance
against the buyer rather than
be limited to a reverse break-up
Font:
fee or monetary
damages
9pt
ITC Stone Serif, medium
(whereas 33% of the surveyed
transactions in 2007 allowed
the seller to seek performance).
From United Rentals to
Huntsman, Delaware courts
have made it clear that the language of the specific performance provision should be
unambiguous as to the intent
of the parties and should be
drafted in conjunction with the
reverse break-up fee provision.
1st color - cmyk = 100/0/24/38
The Huntsman case also highlighted the importance of drafting a tight “non-recourse” provision. As a buyer, sponsors
should seek to ensure that the
merger agreement specifically
protects directors, officers,
stockholders and affiliates of
the buyer from litigation without any carveouts.
2nd color - cmyk = 0/10/50/0
3rd color - cmyk = 80/29/64/11
4th color - cmyk =0/6/4/11
Special Committees
Font:
ITC Stone Serif, medium 9pt
Percentage of Transactions with a Special Committee
53%
47%
Special committee
No special committee
In 47% of the surveyed transactions, the target’s board of
directors did not form a special
committee to evaluate, negotiate and approve the proposed
transaction. The use of special
committees will of course be
most prevalent in those transactions where either directors
are either part of, or closely
affiliated with, the buyout
group. A private equity sponsor should keep in mind that it
is normally “buying” the
shareholder litigation that will
often accompany a going private transaction. Accordingly,
it is in the interest of the private equity sponsor to ensure
that the target is following a
defensible sale process in selling the company to reduce the
settlement value of any shareholder litigation. Sponsors will
also want to run a defensible
sale process in order to minimize the risk of increased disclosure in the proxy that could
raise red flags for target shareholders and thereby threaten
shareholder approval of the
transaction.
21
Europe
22
Key Conclusions
As has been noted in previous surveys, the going private market varies widely across Europe1 as a result of
the differing rules applied to takeovers across the relevant jurisdictions and the various stages of maturity
of the private equity market across the continent.
In our survey there were a total of 13 2 going private transactions across Europe in 2008, with an aggregate transaction value equal to approximately $12.2 billion. Unsurprisingly, given the prevailing economic climate, this was significantly lower than 2007’s total of $70.6 billion.
Seven transactions were announced in the first half of 2008 with an aggregate transaction value equal
to approximately $8.6 billion. In the second half of 2008, six transactions were announced with an
aggregate transaction value of approximately $3.6 billion. The difference in aggregate transaction
value, as well as lower volumes for the year as a whole (as compared to 2007), highlights the continued
contraction of credit availability. Following the bankruptcy of Lehman Brothers on September 15,
2008 only one transaction was announced – the offer (which was not recommended) for Q-Med in
Sweden which was subsequently withdrawn.
For both value and volume, the UK continued to be the most active European market with seven transactions having an aggregate value of $8.2 billion. The largest UK transaction (also the largest transaction
across Europe) was the take-private of Expro International Group plc, announced in April 2008.
As with last year’s survey, we have tried to highlight those points that reflect both the similarities and
differences between the market across Europe and in the United States. As a whole, the regime for
takeovers in Europe continues to be somewhat more restrictive than in the United States.
1
Information regarding market activity is based on publicly available information and has not been independently verified.
2
Survey includes sponsor-backed going private transactions greater than $100 million.
23
Jurisdiction
Target Jurisdiction by Transaction Value
6
5
Number of
Transactions
4
4
3
3
2
2
1
1
1
1 1
0 0
0 0
0
0 0
0
0
Over $1000
$500-$1000
$100-$500
The UK continued to be the
most active European market
for relevant transactions
although deal size and volume
were both significantly lower as
a result of the worsening of
credit availability. The largest
announced transaction was the
Candover led £1.9 billion takeprivate of Expro International
Group Plc.
Transaction Value (in millions)
Greece
Italy
UK
Germany
Sweden
Going Private Transactions as a Percentage of
Private Equity Deals of at least $100 Million
Transaction Value by Jurisdiction
100%
80%
Percentage
of Private
Equity Deals
72
60%
42
36
40%
33
30
27
20%
2
Greece
1 2
3
Sweden
UK
Total
0%
Italy
3
Germany
3
Going private transactions
made up a smaller percentage
of total private equity transactions in 2008 than in 2007,
particularly by volume. The
percentages were, however,
higher when analyzed by
value, which is unsurprising
given the higher average transaction values usually seen in
going private transactions as
compared to other private
equity transactions.
Transaction Value (millions)
Volume
Value
1st color - cmyk = 100/45/0/40
24
2nd color - cmyk = 0/10/50/0
100
80
60
40
20
0
Market Information
Market Activity by Transaction Value
10
8
Number of
Transactions
7
6
4
4
2
2
0
$100-$500
$500-$1000
Over $1000
Transaction Value (millions)
Transaction values ranged from
$144 million to $2.8 billion,
significantly lower than the
previous year’s range of $309
million to $22 billion. This
year’s survey included transactions over $100 million as
opposed to the 2007 survey’s
floor of $250 million. There
was a lower average deal value
of $940 million in 2008 versus
$3.1 billion in 2007. More than
half of deal volume was
accounted for in the lowest
transaction value range of
between $100 and $500 million
(although only one transaction
was below the previous year’s
floor of $250 million) and, in
comparison to 2007, no transaction had a value of $5 billion
or greater.
1st color - cmyk = 100/0/24/38
2nd color - cmyk = 0/10/50/0
Market Activity by Quarter
6
5
Number of
4
Transactions
3
Section 1
2
5
4
3
1
0
Aggregate
Transaction Value
(millions)
Q1
Q2
Q3
$2,722
$5,856
$3,212
Available data indicates a corre3rd colorlation
- cmykbetween
= 80/29/64/11
deteriorating
credit markets and deal flow
during 2008. All but one of the
transactions in 2008 occurred in
the first three quarters of the
Font:
ITC Stone Serif, year.
medium
9pt all but one of the
Further,
1
year’s transactions was
announced prior to September
Q4
15, 2008, the date when
Lehman Brothers Holdings, Inc.
$428
filed for bankruptcy protection.
4th color - cmyk =0/6/4/11
1st color - cmyk = 100/0/24/38
2nd color - cmyk = 0/10/50/0
3rd color - cmyk = 80/29/64/11
4th color - cmyk =0/6/4/11
25
Club Deals
Percentage of Club Deals by Transaction Value
100%
80%
Percentage of
Transactions
60%
50
50
40%
20%
0
0%
$100-$500
$500-$1000
Over $1000
Transaction Value (millions)
Club deals accounted for 31%
of sponsor-backed going private transactions announced
in 2008, half of which were
for transactions with a value
of greater than $1 billion. The
transaction with the lowest
value in our survey ($144 million) was also a club deal –
the take-private of Premier
Research Group Plc by funds
advised by ECI Partners LLP &
Indigo Capital Ltd. With credit
markets continuing to deteriorate through 2008, raising debt
finance proved increasingly
difficult, with sponsors more
likely to club together to
spread both the risk and cost
the- increased
equity finance
1stof
color
cmyk = 100/45/0/40
component.
2nd color - cmyk = 0/10/50/0
3rd color - cmyk = 80/29/64/11
4th color - cmyk =0/6/4/11
Font:
ITC Stone Serif, medium 9pt
Section 1
26
Financing & Break-Up Fees
Equity Invested by Transaction Value
100%
80%
Percentage of
Enterprise Value
57
60%
40
40%
36
20%
0%
2006
2007
Year
2008
As would be expected, the
worsening economic environment and the contraction of
credit being made available to
sponsors in 2008, whether at
all or on suitable terms, meant
sponsors/acquirors used higher
proportions of their own equity
to complete going private
transactions. The available data
supports this with equity as a
percentage of acquiror capitalization averaging over 50% as
opposed to an average of 40%
in 2007.
As seen in previous surveys,
break-up fees, where payable,
never amounted to greater than
1% of the equity value of the
particular transaction. For
example, all but one of the UK
transactions featured break-up
fees, with the amount set at 1%
of equity value, being the maxi1st color - cmyk = 100/0/24/38
mum amount permissible under
UK Takeover
2nd colorthe
- cmyk
= 0/10/50/0Code. The use
of reverse break-up fees contin3rd colorues
- cmyk
= 80/29/64/11
to be
uncommon in Europe.
4th color - cmyk =0/6/4/11
Font:
ITC Stone Serif, medium 9pt
Section 1
27
UK Transactions – Type of Offer
Type of Offer (UK Transactions Only)
4
Number of
Transactions
3
3
2
2
2
1
0
0
$100-$500
0
0
$500-$1000
Over $1000
There are two ways in which a
going private transaction can be
structured in the UK – either by
way of an offer made to all
shareholders or using a technique known as a scheme of
arrangement, whereby all the
shares of the target are cancelled
and new shares are issued to the
bidder in exchange for the payment of consideration to the
target company’s shareholders.
Transaction Value (millions)
Scheme
Offer
The scheme of arrangement
method has the advantage both
that no stamp duty (at a rate of
0.5% of the value of the transaction) is paid and also that once
the threshold for the scheme is
reached (75% of shares voted,
excluding shares held by the
bidder and its associates) 100%
control is obtained.
Under an offer, the bidder will
set the threshold for acceptances
for the offer to become unconditional (usually set at 90% but
often later relaxed to a lower
level). Statutory provisions
apply under which the bidder
can squeeze out minority share1st color - cmyk = 100/0/24/38
holders if 90% of the shares are
acquired, but if this threshold is
2nd color - cmyk = 0/10/50/0
not reached, the bidder will
have
to deal with any remain3rd color - cmyk
= 80/29/64/11
ing minority shareholders who
4th color - cmyk =0/6/4/11
have not accepted the offer.
For these reasons, a scheme is
Font:
generally the most popular
ITC Stone Serif, medium 9pt
Section 1
28
route for bidders – in 2008 5 out
of the 7 UK transactions made
use of a scheme.
Asia-Pacific
29
Key Conclusions
Total private equity activity in Asia-Pacific 1 declined approximately 38% in 2008 as compared to 2007.
This decline is also reflected in the number of sponsor-backed going private transactions in the region. In
2008, not a single completed going private transaction 2 in the region had a deal value over $1 billion (as
compared to five in 2007) and only three managed to reach $500 million (as compared to 11 in 2007).
Despite the lower $100 million threshold (as compared to $250 million for 2007), only 11 going private
transactions met the survey criteria this year.
Some conclusions and trends for going private transactions in the region for 2008 include:
■
The 11 surveyed Asia-Pacific going private transactions represent an aggregate transaction value
of approximately $4.8 billion, constituting about 9% of private equity activity, by deal value, in
the region (as compared to about a quarter in 2007).
■
Australia was again the top Asia-Pacific market for going private transactions. As with last year’s
survey, going private transactions tend to occur primarily in more mature markets in the region.
■
Both the number of surveyed transactions and the transaction values reflected the deepening
global credit crunch in 2008: Almost two-thirds of the surveyed transactions were announced in
the first half of the year and such transactions represented about 78% of the aggregate transaction value.
■
Acquirors in the surveyed transactions frequently teamed up with other parties, including other
private equity firms, strategic investors and target management.
■
Schemes of arrangement and tender offers continued to be the two main forms used in takeover
bids in the region.
■
Break-up fee provisions were common in the surveyed transactions, particularly those effected
through a scheme of arrangement. However, reverse break-up fees remained a rarity in the
region with only one surveyed transaction including such a provision in 2008.
■
As with last year’s survey, a number of sponsor-backed going private “indicative proposals” in
the region were either rejected by the target or withdrawn, or otherwise did not result in a
definitive agreement or memorandum of terms with the target or its shareholders. As a result,
these “indicative proposals” are not reflected in the survey.
1
For the purposes of this survey, the Asia-Pacific region includes Australia, China (as used in this survey, including Hong Kong), India, Indonesia,
Japan, South Korea, Malaysia, New Zealand, Philippines, Singapore, Taiwan, Thailand and Vietnam. Information regarding market activity is
based on publicly available information and has not been independently verified.
2
The only surveyed transaction above $1 billion, which started as a take-private transaction, did not in fact take the company private (only 51% of
target shares were tendered).
30
Market Information
Sponsor-Backed Going Private Transactions
Surveyed as a Portion of Total
Private Equity Activity
$15000
$10000
Value
(millions)
Vietnam
Thailand
Taiwan
South Korea
Singapore
Philippines
New Zealand
Malaysia
Indonesia
Japan
India
China/HK
$0
Australia
$5000
The surveyed going private
transactions (totaling about
$4.8 billion) accounted for
approximately 9% of private
equity activity, by deal value,
in the Asia-Pacific region in
2008 as compared to about a
quarter in 2007. Other types
of transactions in the region
included private buyouts and
PIPEs (both of which declined
significantly in 2008), expansion/growth capital (which
declined moderately) and
turnaround/restructuring
(which expanded significantly).
Other private equity activity
Going private transactions surveyed
Market Activity by Transaction Value
6
5
5
Number of
Transactions
4
3
2
1
0
Section 1
3
3
There were 11 transactions
in 2008 meeting the survey
criteria. Transaction values in
the survey ranged from $105
million to $1.4 million, with
most below $500 million.
Similar to last year, in 2008
there were quite a number of
1st color
- cmyk = 100/0/24/38
sponsor-backed
going private
“indicative
proposals”
that
2nd color - cmyk = 0/10/50/0
were “announced” before any
$100-$250
$250-$500
$500-$1500
deal
was=struck
between buyer
3rd
color
- cmyk
80/29/64/11
Transaction Value (millions)
and target and/or with the
4th color
- cmyk
=0/6/4/11 rejected
deal
subsequently
or withdrawn prior to any
definitive transaction
Font:
or formal offer to
ITC Stone Serif,document
medium 9pt
shareholders. Such “possible”
1st color - transactions
cmyk = 100/0/24/38
do not form part
of the survey.
2nd color - cmyk = 0/10/50/0
3rd color - cmyk = 80/29/64/11
4th color - cmyk =0/6/4/11
31
Font:
Market Information
Target Jurisdiction by Transaction Value
5
4
Number of 3
Transactions
2
2
1
1 1
1 1 1 1 1
1
1
0
0 0 0
0
0
$250-$500
$100-$250
$500-$1500
Transaction Value (millions)
Philippines
Singapore
China/HK
Australia
Market Activity by Quarter
In 2008, there were fewer
surveyed transactions than
in 2007, even with the lower
$100 million threshold. The
data revealed the deepening
of the credit crisis: almost
two-thirds of the transactions were announced in the
first half of 2008, and these
transactions represented
about 78% of the aggregate
transaction values for 2008.
8
7
6
Number of
Transactions
5
5
4
3
2
2
2
2
1
0
Aggregate
Transaction Value
(millions)
Japan
Typically, more mature markets
in Asia-Pacific see more
sponsor-backed going private
transactions. This year Australia
continued to have the most
sponsor-backed going private
transactions that met the
survey criteria and we continued to see transactions coming
out of Japan and Singapore in
2008. Notably, Philippines had
two relatively large-sized transactions. However, no deal from
Taiwan (an active market in
2007) met the survey criteria
for 2008, where private equity
activitiy was down more than
60% from the year before.
Q1
Q2
Q3
Q4
$358
$3,425
$453
$608
1st color - cmyk = 100/0/24/38
2nd color - cmyk = 0/10/50/0
3rd color - cmyk = 80/29/64/11
4th color - cmyk =0/6/4/11
32
Font:
Transaction Structures
Percentage of Deals in which Acquirer
Teamed up with Other Private Equity Firms,
Strategic Investor or Management
80%
71
100%
% of
60%
Transactions
80%
with a High
Yield
Financing
40%
Percentage
of 60%
Capitalization
Transactions
20%
40%
20%
0%
48
33
14
27%
18%
9%
$250-$500 $500-$1000 $1000-$5000 $5000 Over
0%
PE
Strategic
Management
Transaction
Value (millions)
Private equity sponsors have
been teaming up with other
parties in effecting going private transactions in the region.
Approximately 27% of this
year’s surveyed transactions
were effected by two or more
buyers (18% teaming up with
other private equity sponsors,
9% teaming up with strategics). Similarly, 27% of the
transactions were effected by
teaming with target company’s
management.
1st color - cmyk = 100/0/24/38
2nd color - cmyk = 0/10/50/0
3rd color - cmyk = 80/29/64/11
4th color - cmyk =0/6/4/11
Font:
1st color - cmyk
= 100/0/24/38
ITC Stone
Serif, medium 9pt
55%
Section
1
Scheme of arrangement
2nd color - cmyk = 0/10/50/0
As would be expected, the legal
regimes
to public
3rd
color - applicable
cmyk = 80/29/64/11
takeovers in the jurisdiction of
4th
- cmyk
=0/6/4/11
thecolor
target
company
determine
the form of the transaction.
45%
All the transactions surveyed
Font:
were accomplished by either
ITC Stone Serif, medium 9pt
(i) a cash offer for shares or
(ii) a scheme of arrangement.
As with last year’s survey, in a
few of the takeover offers,
sponsors enticed stockholders
to tender their shares by
offering a higher price if the
sponsor received a higher
Cash offer for shares
percentage of shares (e.g., 90%
of the outstanding shares) in a
specific time period to enhance
deal certainty.
Transaction Structures
33
Break-Up Fees
Break-Up Fees by Transaction Value
100%
80%
67%
67%
Percentage of 60%
Transactions
with a
40%
Break-Up Fee
40%
20%
0%
$100-$250
$250-$500
$500-$1500
Transaction Value (millions)
Over half the transactions
surveyed included some
version of a break-up fee if the
transaction was not completed,
particularly in transactions
effected through a scheme of
arrangement. Consistent with
2007 findings, reverse break-up
fee provisions appear to be
less common in Asia-Pacific
markets than in the United
States. Only one transaction
had a reverse break-up fee in
2008 and the fee was equal
to the break-up fee.
1st color - cmyk = 100/0/24/38
2nd color - cmyk = 0/10/50/0
3rd color - cmyk = 80/29/64/11
4th color - cmyk =0/6/4/11
Font:
ITC Stone Serif, medium 9pt
Section 1
34
About the Weil Gotshal
Private Equity Group
Weil Gotshal provides private equity clients with one-stop, global
service for both fund formation and transactional work. With over
200 private equity lawyers worldwide, including a number of Chambers
Global’s highest ranking lawyers, we represent private equity sponsors
and investors on the full range of private equity matters.
We represent a number of first-tier private equity sponsors in establishing
a wide variety of funds, including buyout, infrastructure, distressed debt,
mezzanine, real estate opportunity, venture and hedge funds. We design
structures and terms to facilitate fundraising on a tax-efficient basis
and to withstand the challenges of difficult economic and regulatory
environments. Our experience is enhanced by extensive representations of large institutional investors.
On the transactional side, our integrated international experience
covers the entire range of legal areas relevant to the successful
completion of complex regional and cross-border transactions, including
corporate/commercial, banking and finance, tax structuring, structured
finance, capital markets, executive compensation and benefits, ownership incentives, regulatory, intellectual property, corporate governance
and restructuring.
We understand the changing environment of the private equity market
and can respond quickly with innovative structuring and financing for
all types of transactions. Our lawyers have extensive experience with
acquisitions and financings of, and investments in, public and private
companies and with a variety of exit strategies, including spin-offs,
divestitures, recapitalizations, mergers and IPOs. We also have extensive
experience with representing stressed and distressed portfolio companies of private equity sponsors, including in court and out of court
restructurings and workouts, and representing private equity sponsors
in acquisitions of distressed target companies.
BEIJING
Steven Xiang
+86 21 3217 9511
BOSTON
James Westra
+1 617 772 8377
BUDAPEST
David Dederick
+36 1 301 8900
DALLAS
Glenn West
+1 214 746 7780
DUBAI
Joseph Tortorici
+971 4 4019650
FRANKFURT
Gerhard Schmidt
+49 89 24243 100
HONG KONG
Akiko Mikumo
+852 3476 9008
Peter Feist
+852 3476 9100
LONDON
Michael Francies
+44 20 7903 1170
Marco Compagnoni
+44 20 7903 1547
MUNICH
Gerhard Schmidt
+49 89 24243 100
NEW YORK
Thomas Roberts
+1 212 310 8479
Barry Wolf
+1 212 310 8209
Doug Warner
+1 212 310 8751
PARIS
David Aknin
+33 1 4421 9797
PRAGUE
Karel Muzikar
+420 22140 7304
PROVIDENCE
David Duffell
+1 401 278 4710
SHANGHAI
Steven Xiang
+86 21 3217 9511
SILICON VALLEY
Craig Adas
+1 650 802 3020
WARSAW
Pawel Rymarz
+48 22 520 4214
WASHINGTON, DC
Robert Odle, Jr.
+1 202 682 7180
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