Multiple Mid-sized deals at the fore of European buyout market The exit market in Europe performed very strongly in 2014. Total exit value was the highest since 2007. Private equity-backed initial public offerings remained a popular exit route. With the level of mid-size deal activity the highest since 2008, and corporates rejoining the market, the outlook for 2015 is bright. Private Equity Transaction Advisory Services Issue 1 2015 Welcome About Multiple Multiple is a publication summarizing trends in buyouts* across Europe. The following analysis and commentary is based on research recorded by Center for Management Buyout Research (CMBOR) in January 2015. Countries covered: Austria, Belgium, Denmark, Finland, France, Germany, Ireland, Italy, Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and the UK. ":mqgmlk2;E:GJ\]Õf]kZmqgmlkYkgn]j-(g^k`Yj]k[`Yf_af_gof]jk`ah$ with management or private equity, or both, having a controlling stake upon deal completion. Equity funding must primarily be from private equity funds Yf\l`]Zgm_`l%gml[gehYfqemkl`Yn]alkgofÕfYf[af_kljm[lmj]$ e.g., management buyout (MBO) or management buy-in (MBI). For full details on the CMBOR methodology, please refer to page 15. Contents 4 Headlines in 2014 5 Outlook for 2015 6 Deal dynamics 7 Corporate divestments to PE 8 Sector insights 10 Trade sales 11 Exits watch 12 Country spotlight 16 Contacts 18 Further insights “In 2014, private equity (PE)-backed IPOs were at their highest level since 1998, as financial sponsors continued to capitalize on strong valuations. The year also recorded the highest trade sales in exit value terms since 2011 and the highest ever value of refinancings. It is likely that we will see less of PE-backed IPOs in 2015, but we can expect to see more corporates both selling and buying assets. While this can generate heightened competition on some M&A deals, it also means an improved exit route for PE funds, particularly for large assets entered into portfolio before the global financial crisis. “Whether the strong momentum will translate into a fully recovered European PE cycle is yet to be seen, but the signs are clearly encouraging.” Sachin Date, Europe, Middle East, India and Africa (EMEIA) Private Equity Leader, EY The data in this report covers the full calendar year 2014. Multiple | 3 Headlines in 2014 “For Western Europe, 2014 was a very positive year for M&A. We can expect a rise in strategic sales as companies look to reshape their portfolios, focus on their core business and divest to invest. Spin-offs and carve-outs look set to be the key trend for 2015. This in turn should help generate greater primary buyout activity.” Andrea Guerzoni, EMEIA Transaction Advisory Services Leader, EY Deal activity at highest level since 2008 Mid-market drives new buyouts • Total deal value in 2014 was €67.3b, buyouts has been holding up in 2014 (to €104.7m) compared with 2013. This is due to the rise in the number of deals in the €100m–€500m range, which is at its highest since 2008. At €14.3b in H2 2014, value in the €100m–€500m segment was up sharply on the previous six months (€10.8b). This follows the pattern of 2013, when H2 was by far the strongest half. At 63 deals, volume in H2 2014 was also up on the previous six months (48). compared with €59.4b in 2013. At 643 deals, volume in 2014 is also up on the 563 recorded in 2013. Both deal value and volume reached levels not seen since 2008 (when 776 deals were recorded for a total value of €71.6b). Improved macroeconomic conditions, strong fundamentals and capital markets brought PE executives to the deal table. Record high for European IPO exits • The year saw PE-backed IPOs rise to the `a_`]kld]n]d]n]j$oal`,+ÖglYlagfk contributing €44.0b of value in 2014. Boosted by the revival in the capital markets, the value of European exits in 2014 has totaled €113b, almost twice the value of new buyouts (€67.3b). 4 | Multiple April 2015 • The average size of new PE-backed Nordic region provides top three deals • The UK accounted for deals totaling €19.9b in 2014, followed by Germany’s €12.6b and France’s €9.4b. The UK was home to 226 of the year’s 643 deals across Western Europe. The next biggest contributor was France, with 87 deals. The Nordic region led in terms of growth. It provided the top three deals, with the two largest deals originating in Norway. The Netherlands recovered, with deal volumes at the highest since 2008 and value also improving (€4.2b in 2014 compared with €1.9b in 2013). Technology, media and telecommunications (TMT), ÔfYf[aYdk]jna[]kYf\ health care make progress • Afl]jekg^k][lgjk$LEL$ÕfYf[aYd services and health care have had a strong year in Europe, with increased deal value compared with 2013. Value, not volume, has been making headlines in 2014, with some of the largest buyouts of l`]q]YjafLELYf\ÕfYf[aYdk]jna[]k& LEL`Yklghh]\Ò)+&/ZYf\ÕfYf[aYd services has seen value exceed €6.2b. Both sectors recorded their highest value since 2007. Meanwhile, total deal value for health care was €7.7b — more than twice that seen in 2013. Outlook for 2015 “The industry now has an unprecedented amount of dry powder, but investors are certainly choosy about selecting quality assets. That said, the capital is there to do deals, and there’s going to be a lot more M&A activity. We’ve seen some large corporate divestments announced.” Bridget Walsh, Head of Private Equity for UK & Ireland and Greater China Business Services Leader, EY Key trends in 2015 should ensure that the European PE deal market remains on target for sustained growth. Strategic buyers circling assets IPOs still a viable exit route • PE and VC sponsors will remain keen to exit the investments they made before the economic downturn in 2007. Although many of these portfolio companies listed in 2014, a proportion j]eYafk$Yf\l`]k]oadd[gflafm]lgÕdl]j through to the IPO market, albeit on a smaller scale. • Transformational acquisitions are high on the corporate agenda. EY’s 2015 Global Corporate Development Study j]kmdlkk`goYka_faÕ[Yflaf[j]Yk]afl`] number of transaction executives who are considering cross-border transformational Y[imakalagfkafl`]f]pl)*egfl`kÈ,, mh^jge*1afl`]dYkl)*egfl`k& Availability of capital Megadeal trend will continue • Global buyout dry powder stood at • A healthy pipeline suggests €1b-plus deals are here to stay in 2015. Two new €1b-plus European buyouts and two €1b-plus exits (trade sales) have already been announced in Q1 2015 (as of 20 March 2015, according to Mergermarket). Improved macroeconomic outlook • After a year of hesitant recovery in 2014, the Eurozone moves into 2015 supported by two important growth drivers: substantially lower oil prices and quantitative easing. Despite the improving near-term outlook, management teams need to be very mindful of emerging markets and operational improvements. Top-line growth isn’t going to be achieved by simply looking at the domestic market. US$467b as of December 2014, according to the PE Growth Capital Council. This demonstrates the amount of capital that fund managers will be looking to put to work in the asset class in the near future. European buyouts — volume and value Total value (€m) 2009 Total number Total value (€m) 2012 Total number 9,304 H1 207 11,183 H2 228 2010 23,966 H1 279 35,000 H2 333 2011 30,373 H1 321 33,125 H2 308 26,096 H1 308 28,923 H2 292 2013 23,690 H1 280 35,678 H2 283 2014 27,860 H1 322 39,453 H2 321 Source: CMBOR; Equistone Partners Europe; EY — full calendar year 2014 only Multiple | 5 Deal dynamics Mid-sized deals driving the buyout market ,)&*af*()+lg,*&1af*(),&9dl`gm_` this is still below the heights seen in 2009, o`]fd]n]dkg^]imalqmk]\Yn]jY_]\.,$ it remains well above the levels of 2007. During this boom year, the average hjghgjlagfg^]imalqoYkbmkl+,&.$Yf\ \]Zl[gehjak]\-0&.g^Ydd\]Ydkljm[lmj]k& Af*(),$l`]d]n]dg^e]rrYfaf]ÕfYf[af_ used in €100m-plus deal structuring hit a Õn]%q]Yjdgog^)&*& Volume and value in the €100m–€250m segment were up sharply in 2014, to the highest level since 2008. The year’s 75 deals were up on the 59 seen in this range in 2013 and 2012. At €12.0b, value in this range was also up strongly on the previous year (€9.3b). The €250m–€500m segment also reached its highest value since 2008. In the high-value bracket (€500m or greater), the year saw 33 deals. This is up on the 29 deals recorded in the previous year, thanks to the increase in the number of €1b-plus megadeals. :ggeaf_j]ÔfYf[af_Y[lanalq Debt ratio up, mezzanine subdued In 2014, the average proportion of debt mk]\lgÕfYf[]=mjgh]Yf\]Ydkgn]jÒ)((e oYk-,&/&L`akakmhgfl`]-+&( recorded in 2013. The percentage of equity used to fund deals has risen slightly, from Last year saw the highest value of j]ÕfYf[af_k]n]jj][gj\]\&NYdm]`Ykegj] than doubled since 2012, to €52.6b. This j]hj]k]flkYka_faÕ[Yflaf[j]Yk]gfl`] period between 2008 and 2012, when the strongest year recorded a value of €25.1b. This rise is evidence that companies already oal`afYhgjl^gdagYj]Õf\af_al]Yka]jlg acquire debt. Following a strong 2013, market conditions continued to improve in *(),&Ghhgjlmfakla[j]ÕfYf[af_ko]j]Y feature of the market in 2014, as borrowers have looked to reprice transactions. Second lien and crossborder loans After six barren years, 2014 saw second lien debt reappear, driving leverage on certain deals up by a multiple of six or seven. An example is Bureau Van Dijk’s pre-placed second lien that took total leverage to around seven times as part of its buyout by EQT (source: Reuters). Crossborder loans were also on the rise. European borrowers with US dollar revenue streams and assets are seeking out what `Yn]`aklgja[YddqZ]]fegj]Ö]paZd]Yf\ aggressive funding markets in the US, where higher leverage, lower equity contribution and fewer (or no) covenants are all available. BC Partners’ acquisition of Mergermarket was a perfect example of a UK-based mid-market borrower accessing l`]MKeYjc]lk&L`]\]YdoYkYdkgÕfYf[]\ l`jgm_`ÕjklYf\k][gf\da]fljYf[`]k (source: Debtwire). Deal size 2011 12 22 94 501 629 €1b plus 13 17 76 494 600 €500m–€1b 2014 2013 2012 €100m–€500m 9 21 88 445 563 Up to €100m 13 20 111 499 643 Total number of deals Source: CMBOR; Equistone Partners Europe; EY — full calendar year 2014 only 6 | Multiple April 2015 Corporate divestments to PE Local divestments value doubled in 2014 lgÒ)1&/ZÈl`]`a_`]klÕ_mj]kaf[] 2007 — as corporates’ activity on the sell-side picked up. At 123 deals, volume in 2014 was also higher than in 2013 (114). The value and volume of foreign divestments also rose in 2014. Divestments were a deal source for 10 of the 20 largest new European buyouts in 2014. However, it should be noted that 2 of those 10 large divestments were partial secondary buyouts, where PE owners sold a large subsidiary of one of their portfolio companies to another PE investor. Divestment plans are increasing around the world, as companies realize that divestments are a key way to fund business growth. Among the EY 2015 Global Divestment Studyj]khgf\]flk$,- recently divested or placed a business on a watch list if it wasn’t reaching performance criteria. This trend is set to continue, with -,g^]p][mlan]k]ph][laf_Yfaf[j]Yk]af the number of strategic sellers in the next 12 months. Companies also divest for ghhgjlmfakla[j]Ykgfk&9degklYl`aj\ *1! of executives say that their last divestment oYkghhgjlmfakla[$Yf\,*]ph][lYf increase in unsolicited buyer approaches. >mjl`]jegj]$,/g^[gehYfa]kkYql`Yl even if they weren’t looking to divest, they would consider selling at a premium in the jYf_]g^)(Ç*( Yf\Yl`aj\g^l`gk] ogmd\_gZ]dgo)(!& 70 14,000 60 12,000 50 10,000 8,000 30 6,000 20 4,000 2,000 0 2007 2008 2009 2010 2011 2012 2013 2014 Value Volume 0 35,000 250 30,000 200 25,000 150 20,000 100 15,000 €m 40 10 Private sales to PE also increased in Europe in 2014 — recording the highest value and volume since 2008. The improved primary ZmqgmlY[lanalqeY\]mh^gjYjYl`]jÖYl secondary buyout market in 2014. This trend is likely to continue in 2015, as companies in the Americas, Europe and ]n]f;`afYÕfYddqklYjllgY[[]hll`Yll`]aj portfolios aren’t in line with the post-crisis low-growth environment that is here to stay. Local divestment — volume and value €m Volume Foreign divestment — volume and value Volume The march of divestments continues 10,000 50 0 5,000 2007 2008 2009 2010 2011 2012 2013 2014 Value 0 Volume Source: CMBOR; Equistone Partners Europe; EY — full calendar year 2014 only Multiple | 7 Sector insights The TMT sector has had a strong year in Europe. In 2014, the sector has seen a total buyout value of €13.7b — the highest since the €21.9b recorded in 2007. This pickup is largely explained by the sector accounting for 5 of the 15 largest buyouts completed across Europe so far this year: Visma (€2.5b), Scout24 (€2.0b), SkillSoft (€1.7b), Unit4 NV (€1.2b) and TeamViewer (€870m). Manufacturing was the other standout sector by value, with a total of €15.1b in 2014. Its 193 deals were up on the 159 recorded last year. This is almost double the 100 deals contributed by the secondplace sector by volume: business and support services (BSS). The ÔfYf[aYdk]jna[]k sector totaled €6.2b in 2014. The value of \]YdÖgoafl`]k][lgjoYkl`]k][gf\`a_`]klafl`]dYkl)(q]Yjk$ behind the €7.9b seen in 2007. However, just three deals Manufacturing 2014 2013 193 deals 159 deals accounted for more than half of this total value: the sale of Nets Holding (€2.3b) to a PE consortium, Banco Santander’s sale of Altamira Asset Management to Apollo Global Management for €660m, and the acquisition of Skrill by CVC Capital Partners and Investcorp for €600m. DYklq]YjkYoYka_faÕ[Yflaf[j]Yk]afl`]fmeZ]jYf\nYdm]g^ deals in the health care sector. Forty deals, contributing a total value of €7.7b, were completed, including two €1b-plus secondary buyouts in France. This compares with €3.4b from 29 deals in 2013. Exit numbers in the health care sector were also boosted by the largest exit of the year. Health care 40 €15.1b 2014 deals €12.9b 2013 deals TMT 29 €7.7b €3.4b Financial services 84 2014 deals 2013 deals 80 31 €13.7b 2014 deals €7.1b 2013 deals 34 €6.2b €2.5b Source: CMBOR; Equistone Partners Europe; EY — full calendar year 2014 only 8 | Multiple April 2015 Sector insights (continued) “Unlike during the dotcom bubble, today’s disruptive technology businesses are able to create value rapidly and with real revenue and cash flow growth — not simply eyeballs, content and site visits. That’s a key reason why current high levels of M&A are sustainable.” Jeff Liu, EY Global Technology Leader, Transaction Advisory Services Largest new buyout deals completed in Western Europe, 2014 Company name Country Deal month Buyer Sector Visma Norway 8 Lindorff Norway 10 Nets Holding Denmark Scout24 Holding Cinven TMT 2,524 Nordic Capital BSS 2,300 7 Advent International, Bain Capital, ATP Group Financial services 2,278 Germany 3 Hellman & Friedman TMT 2,000 SkillSoft Ireland 5 Charterhouse Capital Partners TMT 1,669 Ceva Sante Animale France 6 Temasek, CDH Investment Health care 1,602 Sebia France 12 Montagu Private Equity, Astorg Health care 1,400 GEA Heat Exchangers Germany 11 Triton Partners Manufacturing 1,300 Minimax Germany 8 Intermediate Capital Group, Kirkbi Invest Manufacturing 1,300 Mauser Germany 8 Clayton, Dubilier & Rice Manufacturing 1,200 Unit4 NV Netherlands 3 Advent International TMT 1,174 Pizza Express UK 9 Hony Capital Food and drink 1,143 Median Kliniken Germany Waterland Private Equity Health care 1,000 ParexGroup France 6 CVC Capital Partners Manufacturing 880 TeamViewer Germany 7 Permira TMT 870 Bureau van Dijk Electronic Publishing Netherlands 9 EQT Partners, GS Capital Partners BSS 845 CABB GmbH Germany 6 Permira Manufacturing 800 Trader Media UK 3 Apax Partners TMT 741 Arvos/Alstom's Air Preheater & Gas Heater units Germany 9 Triton Partners Manufacturing 730 Altamira Asset Management Spain 1 Apollo Global Management Financial services 660 12 Value (€m) Source: CMBOR; Equistone Partners Europe; EY — full calendar year 2014 only Multiple | 9 Trade sales “Companies are approaching all deals with increasing rigor and standardized deal processes in the face of growing competition from PE players and greater focus on corporate governance by boards and shareholders.” Jon Clark, EY EMEIA Oil & Gas Leader, Transaction Advisory Services Strategic buyers are out in force If corporates were on the sidelines in previous quarters, activity picked up at the end of 2014, with trade sales values higher than before (€18.6b in Q4 2014, compared with €9.9b in Q3 2014). Eight of the 10 largest trade sales in 2014 were crossborder deals. H2 2014 112 deals €28.5b H1 2014 84 deals €11.9b H2 2013 Increased IPO and trade sales values made up for the decrease in secondary buyout values. While IPO exits dominated the upper end of the value range, trade sales offered an improved exit route in 2014. Strategic buyers demonstrated particular interest for the bigger assets, as the average trade sale value in 2014 (€206m) was the highest since 2011 and marked a ka_faÕ[Yflaf[j]Yk][gehYj]\oal`*()+ (€113m). This is consistent with the Õf\af_kg^l`]dYl]kl=QGlobal Corporate Development Study, a survey of more than 300 M&A directors and corporate \]n]dghe]flg^Õ[]jk$km__]klaf_l`Yl$Y^l]j years of uncertainty and contraction in the deal market, companies are, once again, actively seeking to grow through M&A. 82 deals €11.3b 10 | Multiple April 2015 Corporate development teams are preparing to spend more time on acquisitions that will fundamentally change their businesses. They expect the average percentage of their time spent on such transformational acquisitions to increase afl`]f]pllogq]Yjk$lg*-^jge)/ [mjj]fldqYf\bmkl)*Õn]q]YjkY_g&L`] klm\qYdkgk`gokYka_faÕ[Yflaf[j]Yk]af the number of respondents that plan to enter a new geographic market in the next )*egfl`kÈ.($mh^jge,+afl`]dYkl 12 months — or acquire new technology — -+$mh^jge,+afl`]dYkl)*egfl`k& Exits watch “In Europe, a combination of strengthening equity markets, the sustained low interest rate environment and growing investor confidence contributed to a surge in capital raised in 2014. With continued expectations of quantitative easing by the European Central Bank and bond yields close to all-time lows, investors yearning for higher returns shifted toward equities — IPOs in particular.” Martin Steinbach, EY EMEIA IPO Leader Largest exits completed in Western Europe, 2014 Company name Entry year Country 2014 exit month Alliance Boots 2007 UK 12 Acromas Holdings/Saga & AA 2007 UK ISS 2005 B & M Retail 2013 Vendor Exit value (€m) Exit type Kohlberg Kravis Roberts 7,717 Trade sale 6 CVC Capital Partners, Charterhouse Capital Partners, Permira 4,363 Flotation Denmark 3 EQT Partners, GS Capital Partners 3,970 Flotation UK 6 Clayton Dubilier & Rice 3,375 Flotation 3,060 Trade sale 2,524 Secondary buyout 2,470 Flotation Oak Hill Capital Partners 2,277 Trade sale CVC Capital Partners 2,200 Trade sale Kohlberg Kravis Roberts, Investindustrial 1,962 Trade sale 1,900 Flotation 1,669 Secondary buyout Quadrangle Group, GS Capital Partners 1,653 Trade sale Friedrich Grohe 2004 Germany 1 Visma 2010 Norway 8 Elior 2006 France 6 Firth Rixson 2007 UK Flint Group/BASF Drucksysteme GmbH/Aster 2004 Germany 9 Avincis/Inaer Inversiones Aereas 2005 Spain 5 11 L]pYkHY[aÕ[?jgmh$;j]\alKmakk] First Boston HgCapital, Montagu Private Equity, Kohlberg Kravis Roberts Charterhouse Capital Partners, Intermediate Capital Group, Chequers Capital The Carlyle Group, Intermediate Capital Group Berkshire Partners, Bain Capital, Advent International Corporation Applus Servicios Tecnologicos 2007 Spain 5 SkillSoft plc (SSI Investments III) 2010 Ireland 5 Get AS 2007 Norway 10 Ceva Sante Animale 2007 France 6 NiXEN Partners 1,602 Secondary buyout Pets at Home 2010 UK 3 Kohlberg Kravis Roberts 1,466 Flotation Sebia 2010 France 12 Cinven 1,400 Secondary buyout Avolon 2010 Ireland 12 1,400 Flotation Monier Group 2009 Germany 7 1,350 Flotation Diana Ingredients/Diana 2007 France 7 Ardian, Motion Equity Partners 1,300 Trade sale Minimax 2006 Germany 8 IK Investment Partners 1,300 Secondary buyout Com Hem 2011 Sweden 6 BC Partners 1,274 Flotation Anima/Monte Paschi Asset Management 2009 Italy 4 Clessidra SGR 1,260 Flotation SSP/Select Service Partners & Creative Host Services 2006 UK 7 EQT Partners 1,258 Flotation CVC Capital Partners, Oak Hill Capital Partners, Cinven Apollo Management, York Capital, TowerBrook Capital Partners Source: CMBOR; Equistone Partners Europe; EY — full calendar year 2014 only Multiple | 11 Country spotlight UK 2014: €19.9b from 226 buyouts Largest deal: €1.1b UK new buyout value totaled €19.9b in 2014, compared with €17.9b in 2013. More than 200 deals (226) completed in the UK last year, up on the 193 deals in 2013. Over one-third of all European new buyouts (226 out of 643) have taken place in the UK. As for the exit activity, the total 2014 value is at a record €44.2b, following 2013’s €27.5b. At €19.9b, IPO value was the highest since records began. Trade sale value last year was more than triple that of 2013 — €17.2b versus last year’s €5.5b. Germany 2014: €12.6b from 74 buyouts Largest deal: €2.0b Germany was the second-strongest market in terms of buyout value in 2014. Its 74 deals contributed €12.6b g^nYdm]È)1g^l`]lglYdkmeg^=mjgh]Yf\]Ydk&L`akoYkkda_`ldqd]kkaflglYd\]YdnYdm]l`Yfl`]Ò)*&0Zk]]f in 2013. However, 5 of the 13 European megadeals (€1b-plus) were completed in Germany — more than in any other country. L`akj]dYlan]dqÖYlnYdm]h]j^gjeYf[]af*(),oYk[gfÕje]\gfl`]]palka\]&Bmkl,/H=]palk[gfljaZml]\YnYdm] g^Ò)/&+ZÈ)-g^l`]lglYdO]kl]jf=mjgh]YfeYjc]laf*(),&L`akj]hj]k]flkYdegkll`]kYe]]palnYdm]^gj Germany as in 2013 (€17.2b). 12 | Multiple April 2015 Country spotlight (continued) “In the context of a dynamic PE market, we are yet to see an increase in French primary deals activity. PE-backed IPOs remain rare, with only one completed in France in 2014, compared with over 20 in the UK.” Laurent Majubert, Partner, Transaction Advisory Services, EY France France 2014: €9.4b from 87 buyouts Largest deal: €1.6b Activity in France has been holding up, with 87 deals completing in 2014. This compares with 99 in 2013 and 102 in 2012. However, France was the second most active European market by volume after the UK (226), and total value was on the rise compared with 2013 (€8.5b). Those 87 deals accounted for €9.4b, including 2 megadeals completed in the health care sector. With 64 exits in 2014, the French exits market performed quite well. Again, France was the second most active market after the UK (200). With only one completed IPO, the total exit value of €12.4b in 2014 improved ka_faÕ[Yfldq[gehYj]\oal`*()+ Ò0&-Z!$Yf\oYk^YjYZgn]*()* Ò+&0Z!& Norway 2014: €6.4b from 23 buyouts Largest deal: €2.5b The buyout market in Norway posted a record year in 2014. With 23 deals completed, volume was the highest since 2006, and Norway surged to a new record total value of €6.4b. Value doubled for a second consecutive year. The two largest European buyouts of the year were Norwegian deals completed in H2 2014, each with a value over €2.3b. FgjoYqYdkgkYoYka_faÕ[Yflaf[j]Yk]af]palnYdm]kaf*(),$l`YfcklgYkljgf_k][gf\`Yd^g^l`]q]Yj& With 14 deals contributing €6.1b, 2014 value reached another record. Norway accounted for 2 of the top 15 exits in 2014. Multiple | 13 Country spotlight (continued) Netherlands 2014: €4.3b from 48 buyouts Largest deal: €1.2b With €4.3b of total value from 48 deals, the Dutch buyout market has reached a new high since 2008, when 52 deals contributed €6.4b. The largest deal was the €1.2b acquisition of Dutch software company Unit4 NV Zq_dgZYdH=Õje9\n]flAfl]jfYlagfYd$[gehd]l]\afI)*(),& =palngdme]\gmZd]\af@**(),lg),&=palk`Yn]jYak]\Ò,&/Zaf*(),&L`akakka_faÕ[Yfldq`a_`]jl`Yfaf*()+$ both in terms of value (€974m) and volume (14 exits), but still below 2012 levels. Spain 2014: €3.1b from 34 buyouts Largest deal: €660m There was a strong uptick in the Spanish buyout market in 2014. The year saw 34 deals completed, compared with only 21 in 2014, for a total value of €3.1b. This comfortably exceeded 2013 value (€2.1b). The largest transaction was Banco Santander’s sale of Altamira Asset Management to Apollo Global Management for €660m. KhYaf`YkYdkgk]]fYka_faÕ[Yflaf[j]Yk]af]palnYdm]kkg^Yjl`akq]Yj&Oal`)0\]Ydk[gfljaZmlaf_Ò1&.Z$*(), value was at the highest since records began in 2005. Spain accounted for 2 of the top 15 exits in 2014, with the trade sale of Avincis and the Applus IPO. 14 | Multiple April 2015 CMBOR methodology The data only includes the buyout stage of the PE market (MBO, MBI, institutional buyout (IBO) and buy-in management buyout (BIMBO)), and does not include any other stage, such as seed, start-up, development or expansion capital. Unless otherwise stated, the data includes all buyouts, whether PE-backed or not, and there is no size limit to deals recorded. Afgj\]jlgZ]af[dm\]\YkYZmqgml$gn]j-(g^l`]akkm]\ share capital of the company has to change ownership, with either management or a PE company, or both jointly, having a controlling stake upon deal completion. Buyouts and buy-ins must be either management-led or led by a PE company using equity capital primarily raised from one or more PE funds. Transactions that are deemed not to adhere to the PE, MBO or MBI model are not included. Transactions that are funded from other types of funds, such as real estate and infrastructure, are not included. <]Ydkafo`a[`YH=ÕjeZmqkhjgh]jlqYkYfafn]kle]fl are not included. In order to be included, the target company (the buyout) emkl`Yn]alkgofk]hYjYl]ÕfYf[af_kljm[lmj]Yf\emkl not be held as a subsidiary of a parent holding company after the buyout. Firms that are purchased by companies owned by a PE ÕjeYj]lj]Yl]\YkY[imakalagfkYf\Yj]fglaf[dm\]\af the buyout statistics. However, these deals are recorded in the “acquisitions by buyout companies” statistics. All quoted values derive from the total transaction value of the buyout (enterprise value) and include both equity and debt. The buyout location is the location of the headquarters of the target company and it is not related to the location of the PE company. The quarterly data only counts information on transactions that formally close in that quarter and does not include announced deal information. Multiple | 15 Contacts Sachin Date EMEIA Private Equity Leader + 44 20 7951 0435 sdate@uk.ey.com Bridget Walsh United Kingdom and Ireland + 44 20 7951 4176 bwalsh@uk.ey.com Maurice van den Hoek Netherlands + 31 88 40 70434 maurice.van.den.hoek@nl.ey.com Marc Guns Belgium + 32 2 774 9419 marc.guns@be.ey.com Michael Kunz Germany, Switzerland and Austria + 49 6196 996 26253 michael.kunz@de.ey.com Laurent Majubert France + 33 1 55 61 06 29 laurent.majubert@fr.ey.com Juan López del Alcázar Spain + 34 915 725 195 juan.lopezdelalcazar@es.ey.com Umberto Nobile Italy + 39 028 066 9744 umberto.nobile@it.ey.com 16 | Multiple April 2015 Marketing: Pierre Vigouroux Transaction Advisory Marketing + 33 1 55 61 01 33 pierre.vigouroux@fr.ey.com Michel Eriksson Nordics + 46 8 520 593 54 michel.eriksson@se.ey.com Olivier Coekelbergs Luxembourg + 352 42 124 8424 olivier.coekelbergs@lu.ey.com Peter Wells Central and Southeast Europe + 420 225 335 254 peter.wells@cz.ey.com Leonid Saveliev Commonwealth of Independent States + 7 495 705 9702 leonid.saveliev@ru.ey.com Demet Ozdemir Turkey + 90 212 368 5264 demet.ozdemir@tr.ey.com For more information, please visit ey.com/multiple. Multiple | 17 Further insights 2015 Global Corporate Development Study Oal`E9Õjedqj]%]klYZdak`]\YkYjgml]lg _jgol`$l`]klm\qÕf\kka_faÕ[Yfl[`Yf_]k in the role and responsibility of the corporate \]n]dghe]flg^Õ[]j ;<G!& For more information, visit ey.com/cdo. ?dgZYd;YhalYd;gfÕ\]f[]:Yjge]l]j April 2015 The ?dgZYd;YhalYd;gfÕ\]f[]:Yjge]l]j surveyed a panel of more than 1,600 executives to identify boardroom trends and practices in the way companies manage their capital agendas. For more information, visit ey.com/ccb. 18 | Multiple April 2015 2015 Global Divestment Study The 2015 Global Divestment Study highlights how leading companies view divestments as a fundamental part of their capital strategy. For more information, visit ey.com/divest. Capital Insights How can companies combine the best traditional business methods with innovative approaches to help shape their destinies? For more information, visit capitalinsights.info. Multiple | 19 EY | Assurance | Tax | Transactions | Advisory About EY EY is a global leader in assurance, tax, transaction and advisory services. The insights and quality services we deliver help build trust and confidence in the capital markets and in economies the world over. We develop outstanding leaders who team to deliver on our promises to all of our stakeholders. In so doing, we play a critical role in building a better working world for our people, for our clients and for our communities. EY refers to the global organization, and may refer to one or more, of the member firms of Ernst & Young Global Limited, each of which is a separate legal entity. Ernst & Young Global Limited, a UK company limited by guarantee, does not provide services to clients. For more information about our organization, please visit ey.com. About EY’s Transaction Advisory Services How you manage your capital agenda today will define your competitive position tomorrow. We work with clients to create social and economic value by helping them make better, more informed decisions about strategically managing capital and transactions in fast-changing markets. Whether you’re preserving, optimizing, raising or investing capital, EY’s Transaction Advisory Services combine a unique set of skills, insight and experience to deliver focused advice. We help you drive competitive advantage and increased returns through improved decisions across all aspects of your capital agenda. © 2015 EYGM Limited. All Rights Reserved. EYG no. DE0605 BMC Agency BACS 1001509 ED None In line with EY’s commitment to minimize its impact on the environment, this document has been printed on paper with a high recycled content. This material has been prepared for general informational purposes only and is not intended to be relied upon as accounting, tax, or other professional advice. Please refer to your advisors for specific advice. ey.com/multiple EY — recognized by mergermarket as top of the European league tables for accountancy advice on transactions in calendar year 2013 and 2014 The views of third parties set out in this publication are not necessarily the views of the global EY organization or its member firms. Moreover, they should be seen in the context of the time they were made.