Mergers & Acquisitions
Database
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CONTENTS
PAGE
Overview
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What is SDC Platinum
Sources
Deals Tracked & Not Tracked
Why Use SDC
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Getting Started
5
Logging On
5
The Search Items Menu
6
Explantion of each Tabs
6
Sample Sessions
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Basic – Beginners level
Advanced – Intermediate to Advanced level
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14
Logical Set Operations
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Sample session
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Saving a Session
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Saving a Custom Report Format or League Table
21
Saving and Loading a list of Selections
22
Helpful Tips
22
Contacts
22
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OVERVIEW
What is SDC Platinum (M&A)
SDC Platinum is the world’s most comprehensive M&A database, with US deals dating back to
1979 and other International transactions dating back to 1985. SDC enables you to identify
comparable transactions, monitor markets and industries, prospect for new business and evaluate
advisors.
Sources
SDC M&A data include over 200 English and foreign news sources, SEC filings (and global
equivalents), trade press publications, banks surveys and direct contact with the relevant advisors.
Institutions involved in league tables are especially diligent when it comes to reporting and
maintaining a feed of information to research, primarily to help ensure as high a placement as
possible. The premier sources, particularly at the deal initiation stage, are press releases from PR
companies acting for companies involved in transactions, and RNS announcements.
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The wall street journal
The new York Times
Dow Jones Newswire
PR Newswire
Corporate News Releases
Quarterly Investment Bank Surveys
Proxy Statements
William Act Filings (14D-1, D-9, 13E-3, E-4)
8-Ks and other Periodic SEC Reports
S-4s, S-3s, S-1s, S-2s
Reuters
Bloomberg
All International Newspapers
Although the data is collected globally, the European research team is based in Tunbridge Wells,
now also the home of SDC’s European venture capital research. An average of over 50 deals a
day are input in Tunbridge Wells, before being processed overnight in the US. Most data entered
into SDC is input one day after the announcement, with domestic transactions worth over $50m
announced prior to 2pm generally entered on to the system the same day.
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Deals Tracked on SDC
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Deals not Tracked on SDC
Acquisitions
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Asset Acquisitions
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Divestitures distributor
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Equity Exchange Offers
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(offers involving equity or securities convertible
into equity)
Leverage Buyouts
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Mergers
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Partial Acquisitions
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Purchases of Interests in Joint Ventures
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Recapitalizations involving an equity
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(or securities convertible into equity) buyback,
which pay special one-time dividends
Self-Tenders
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Spinoffs to shareholders
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Spinoffs to investors when 100% of the
shares outstanding are offered to the public,
(except for privatisations in which case any
percentage is tracked)
Stock Repurchases
(both completed and authorized) of equity
or securities convertible into equity
Tender Offers
Joint Ventures
Rumoured Transactions
(i.e. when a possible transaction is neither
confirmed or denied by the participants but
the transaction is tracked by major news services)
Commercial office building sales
Conversion of a company to a limited partnership
Distribution rights from a manufacturer to a
Film Rights
Formation of joint ventures
Land sales
Oil lease sales by a government
Redemption of securities
Sales and leaseback of property or equipment
Sales of minority stakes to the public (IPOs)
Ships (except for cruise ships, which we treat as hotels)
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So why use SDC Platinum???
The most common uses for SDC information are as follows: -
Comparable Deal Analysis
Look at historical deals with financings, to see how a deal should be structured and how the deal
should be priced.
Competitive Analysis
To determine where one bank lies in context of all the players in that market; to compare one’s
bank to competitors. SDC League tables are used to rank the competition.
New Business Presentation
To create pitch books in order to prospect for new business. SDC can show off the bank’s
strengths by manipulating the data to emphasise the business successes and advantages while
emphasising other banks’ weaknesses i.e. One bank may be strong in advising UK Telecom
companies although its ranking in the overall telecom market may be lower.
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Market Trend Analysis
To determine what markets are strong, to look at overall market activity, i.e. if a bank is advising
a company on doing a telecom deal, one can look at the activity in the market through volume
totals and other reports to determine if the markets are conducive for a deal at that time.
Getting Started
The requirements for SDC
SDC is an online product, which dials up through either a modem or the Internet
Logging onto SDC Platinum
To log into SDC Platinum:
1. Double-click on the SDC Platinum icon
2. Click on login
3. Enter your registered users initials and click on OK
(The SDC Bulletin Board appears)
4. Click on OK
5. If prompted, enter a project description of further billing information and click on OK
6. Select Mergers & Acquisitions Tab from the database selection – Fig 1.
Fig 1.
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7. Select both US Targets & Non US Targets for a Global search
8. In the Announcement Date window select the specific date range required
9. This will then default to main database screen for M&A where the Search Items Menu will
appear. – Fig 2.
The Search Items Menu
Fig 2.
The Search Items are made up of six tabs to ensure easy access to specific searchable items.
Company
The Company tab covers any relevant information about the Target or Acquiror (nation,
industry, public status and any parentage information).
There is also an option to search for ‘Specific Deals’ (NB: To use this option it is best to have the
announcement date set to ALL to ensure every deal is captured)
Deal
The Deal tab covers any relevant information with regards to the actual transactions. Some of the
most common items used are as follows:  Deal Value (US$ mil)
 Date Effective/Unconditional
 Acquisition Techniques
 Consideration Offered
 Deal Attitude
 Deal Status
 Deal Synopsis
 Deal Type
 Number of Consideration Types Offered
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Advisors/Fees
The Advisor/Fee tab covers information relating to either the Target or Acquiror Advisors of
the transactions. The fee information will also be available as long as it has been disclosed.
Financials
The Financials tab covers the financials relating to the ‘Target’ company as well as Ratio’s and
also Premiums. The information will only be available if it has been disclosed. There is very
limited data on Private Companies as they are not regulated the same way Public Companies are,
in terms of ‘Disclosure, there is no incentive for them to do so. Some of the common items used
are as follows:  Cash Flow last Twelve Months (US$ mil)
 Net Sales last Twelve Months (US$ mil)
 Ratio of Deal Value to Cash Flow
 Ration Deal Value to EBIT
 Offer Price to Target Stock Price 1 Day Prior to Announcement
All Items
The All Items tab covers the whole database; this contains over 2000 searchable items. This is
used when items are not available under the above four tabs.
My Favourites
My Favourites tab allows users to save any items from the All Items tab to create their own
commonly used items.
NB. Throughout the ‘Search Items’ menu there is a ‘Definition’ button available to give a brief
description of each item. - Fig 3.
Fig 3.
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Basic Sample Searches
Session 1
Run an All Data Report on the Mannesmann/Orange deal which was announced in
October 1999.
1. Select both US and Non US targets from the front screen
2. Select All Dates for announcement
3. Under the Company Tab select Specific Deal and type in Mannesmann as the
Acquiror and then click on search
4. A list will then appear of all deals Mannesmann have been involved as the Acquiror, double
click on the specific deal you require – Fig 4
Fig 4
4. Once selected, click on the Execute button on the right hand side of the tool bar.
5. You will now have 1 hit in your session.
6. Click on Report at the very top of the tool bar on the left and select Open Existing – All
Data. The report will run automatically and should be seen on your screen – Fig 5
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Fig 5
NB. These reports cannot be saved only printed.
7.
8.
To exit from the search screen, click on Session select Close
SDC Platinum will prompt you to save your steps for future reference.
Session 2
Find All True M&A deals since 1995 where Mannesmann AG was involved in any
capacity. Create a custom report to show: Date Announced, Target Name, Acquiror
Name, Deal Value, Status.
1.
2.
3.
4.
Select US & Non US Targets. Click OK
Date Announved, Type 1995 in the From box. Click OK
Under Company Tab. Double click on Target/Acquiror/Seller/Investor. Enter
Mannesmann AG in the company name box. Click on search
Double click on Mannesmann AG and click OK. Close the search screen and click
on execute. – Fig 6.
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Fig 6.
4.
5.
Click on Report at the very top of the Tool Bar and select New Custom
Click on the boxes you require for each item to appear in the report – Fig 7
Fig 7.
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6.
7.
Once selected click on OK. The Custom Report Format will appear click on OK. This will
then prompt you to save the format.
A Title & Options page will appear – Fig8
Fig 8.
8.
Type your title and then click OK
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9.
Execute once again to view the report – Fig 9
Fig 9.
10.
To export the report into excel, click on the Save Button and change files of type to MS
excel.
Session 3
To run a Top 25 Financial Advisor League Table in Telecommunications in Europe for
Year 2000.
1.
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4.
Select US and Non US Targets from the front screen
Announcement Date type 2000 in the From box and 2000 in the To box
Double click on Target Nation, highlight Europe and right click. Select highlighted Items
and click OK.
Double click on Target All SIC and scroll down until you find Telecommunications.
Highlight your selection and right click. Select Highlighted Items and click OK– Fig 10
Fig 10.
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5.
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7.
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Close the search screen and click on Execute.
There are three buttons on the tool bar Report / League / Analysis. Click on League and
the Standard League Table will appear. Highlight Financial Advisors and click OK.
The Report & Options page will appear this is optional to input a title (see Fig 8.) Click
OK and then Execute.
The Top 25 advisor League table will appear – Fig 11.
Fig 11.
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10.
11.
To save the table click on the Save Button and export into excel.
To compile charts (pie,bar & line). Go to Tool Bar above the league table and click on
Chart / Chart Rank – Fig 12.
Fig 12.
Advanced Sample Searches
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Session 1
The Top 10 comparable deals in the Internet Sector in Europe during 2000. Design a
Custom Report showing financial data.
1.
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Select US & Non US Targets from the front screen.
Announcement date From 2000 to 2000
Company Tab Select Target Nation Europe
Company Tab Select Target High Tech Industry – Type Internet in the find box and then
select.
Financials Tab – Select Ratio of Deal value to Cash Flow (this will cover most financial
categories)
Type in 0.001 to Hi – This will ensure all deals have disclosed a value for this field – Fig 13
Execute
Fig 1.
8.
9.
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11.
To select the Top 10 deals, Above the Tool Bar select Utilities and scroll down to Top
N Deals, change the Item Code to Value of Transaction and select OK. Execute
To design a Custom Report select Report above the Tool Bar and then select New
Custom. Tick the following Item s and save as before :Announcement date, Effective Date, Target Name & Nation , Acquiror Name & Nation, Deal value,
EBITDA, Net Assets, Net Income, Sales
Execute
The Custom Report will appear for the 10 deals showing the financial data – Fig 14.
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Fig 14.
12.
From this screen it is also possible to drill down to an All Data Report by double clicking
on the Announcement Date of the specific deal .
Session 2
Top 10 League Table showing the underlying deals for the Advisors looking at all 3
allocation methods.
1.
2.
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4.
Use the same steps as Session 1 from 1 – 4
Select League Tables above the Tool Bar and select New Custom double click on Financial
Advisors.
Select all 3 allocation methods and change List top n Managers to 10 – Fig 15
Select the Advanced Tab and type 10 in Display Underlying Data for Top N … - Fig 16
Fig 15.
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Fig 16.
5.
Click on Ok and save the Custom Rank.
6.
An option for a title may be entered and then select Execute
7.
Three tables will appear by, the first shown – Fig 17
8.
Scrolling down you will also see the underlying deals for each advisor – Fig 18
Fig 17.
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Fig 18.
Session 3
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What was the activity during 2000 in Europe in Telecoms.
1.
2.
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6.
7.
8.
9.
Select US & Non Us Targets
Date Announced 2000 to 2000
Company tab – Target Nation Europe
Company Tab – Target Industry Sector – Telecommunications
Select OK and Execute
Click on the Analysis button on the tool bar
Select Target Tab – Target Nation – OK
Execute
The result will show a table looking at the activity in each European country in
Telecommunications – Fig 19
Fig 19
10.
These tables can also be exported into excel
Logical Set Operations
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Logical Operations: Union(or), Intersect(and), Difference
All Deals in 2000, over $1000 (bil) in the biotechnology industry, where the target is from
Europe. The deals must not exclude Goldman Sachs irrespective of size or industry
1.
2.
3.
4.
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6.
7.
Select Non US Targets
Date Announced – 2000 to 2000
Target Nation – Europe
Deal Value $ 1000 to Hi
Target High Tech Industry – All Biotechnology
Close the Search Items box
Highlight Request 2 and click on the USE button – Fig 20
Fig 20
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9.
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18.
19.
Click on the Search Button
Advisor Tab – Target Financial Advisors – Select Goldman Sachs
Close the Serach Items box
Click on Utilites above the tool bar
Scroll down to Logical Set Operations
Drag Request 4 and 6 into the box – Fig 21
Select Union within the box
Execute
Click back on Search
Financials Tab – Select Ratio to Deal Value to Cash Flow – 0.001 to Hi
Execute
Design a Custom Report showing the financials – Fig 22
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Fig 21
Fig 22
The Logical Set Operations search result in terms of a diagram.
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Goldman & Biotech = 89 Deals
All Deals in 2000
Target = Europe and in Biotech
Deal Value >$1000(bil)
= 10 Deals
Goldman Sach’s
Deals
= 79 Deals
Saving A Session
Saving a Session will save all the requestslisted in the Request Description list box of the main
session window. After a session is saved it can be retrieved at any time. Once retrieved it is
possible to modify any session .
1/
2/
3/
4/
Click on the Save button or from the Session menu select Save As
Select the drive and folder where you wish to save the session
In the session name text box, type the name of the session
Click on OK
SDC Platinum saves the session.
Saving a Custom Report Format or League Table
1/
2/
3/
4/
5/
Create your custom report format and click OK
or
Create your custom league table criteria and click OK
Select the drive and folder where you wish to save the report or league table
In the custom report or rank name text box, type the name of the custom report format
or league table
Type a description and comments if you wish and click OK
The Output Options window appears. This enables you to add titles, search details,
summary statistics and sort data.
SDC Platinum saves the report format and league table
Saving and Loading a list of Selections
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You can save groups of frequently used CUSIP numbers, SIC codes, ticker symbols etc for use in
later searches. You can load and use the saved lists to search any SDC database.
To create a list of selections, you must be in the specific window.
Eg. To create a list of Target SIC codes you must be in the Target SIC codes window
To create a list of Selections:1/
2/
3/
From the Search Items window to open a pick list or company window
Select the items to include in your list
From the List Management menu, select Save Selection As List. The Save List window
appears
4/
Select the drive and folder where you wish to save the list
5/
In the List Name text box type in the name of the list
6/
Type in a description and comments if you wish
7/
Click OK
SDC will save the list
To load a saved list of selections:1/
2/
3/
4/
5/
Use the Search Items window to open the pick list or company window
From the List Management menu, select Load Saved List
Select the drive and folder that contain the list
In the Saved Lists of Selections list box, click on the list name
Click OK
SDC displays the list of selections in the company identifier or pick list window.
Helpful Tips
Utilites (on the tool bar)
Statistics – This automatically calculates the average, minimum, maximum and median
Top n Deals – This automatically selects the largest number of deals
Financials
When looking for comparable deals the best item to select is Ratio of Deal Value to Cash Flow
enter 0.001 in the from box to Hi. This will ensure all deals have the relevant information.
Financials are not always disclosed especially if it’s a private company.
Contact Numbers
London
Tel – +(44) (0) 207 369 7944
Frankfurt
Tel – +(49) (0) 69 97 17 53 00
Paris
Tel – +(33) (0) 1 44 53 78 50
Fax – +(44) (0) 207 369 7711
Fax – +(49) (0) 69 07 17 53 50
Fax – +(33) (0) 1 44 53 78 55
Email
mailto:support@tfibcm.com
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