Embargoed until Wednesday, March 16, 2016, 12:01 a.m.

EDT

Confidence Wanes Among U.S. Dealmakers, Says 9th Annual Brunswick M&A Survey
Market Conditions Considered Primary Drivers for Decline in M&A; Fewer Mega-deals Expected
Despite Rhetoric, Clinton, Trump Forecasted to be Best for Dealmakers
Results Announced to Coincide with Annual Tulane Law School M&A Conference
NEW ORLEANS, March 16, 2016 After two consecutive years of high-volume global merger and
acquisition activity, 70% of leading U.S. dealmakers surveyed expect a decrease in North American activity
this year due to economic conditions and wobbly stock markets, according to the 9th Annual Brunswick
M&A Survey.
Globally, however, most dealmakers (66%) remain optimistic that M&A activity will be comparable to the
record-breaking deal levels achieved in 2015. About 21% of dealmakers predict global M&A activity will
decrease in the year ahead, similar to the 23% who predicted the same last year. Only 13% of those
surveyed expect global M&A will increase, a sharp decline from 54% of those surveyed the year prior.
The survey polled 140 top M&A practitioners and observers from North America, Europe and Asia. Results
were released ahead of the Tulane University Law School 28th Annual Corporate Law Institute, an annual
gathering of the M&A community that draws lawyers, bankers, Delaware judges and other market
participants. Dealmakers have historically expressed more bullish views on M&A volume and correctly
predicted higher levels of deals for the past two years. The 2016 survey shows a distinct bearishness as
compared to prior years, though the survey was taken in February when stock markets around the world
were swooning.
Following an unprecedented year for deals in 2015, U.S. dealmakers are concerned the M&A party may be
over, said Steven Lipin, U.S. Senior Partner, Brunswick Group. A rebounding stock market and steady
economic data certainly helps with CEO and Board confidence. But U.S. M&A practitioners have tempered
expectations and see a steady flow of smaller deals driving deal activity instead of the mega deals that we
saw in 2015.
Other Notable Highlights from 2016 M&A Survey

Market Weakness to Impact M&A: Economic conditions (40%) and the downturn in stock prices (36%)
were considered leading drivers for the decline in M&A in 2016. Notably, market-based factors surpassed
business factors, such as board/CEO confidence (28%) and growth strategies (27%), as the primary
drivers for M&A, a stark reversal from last years findings.

Mega-deals on the Decline: Mega-deals (>$10bn) will see a decline in the year ahead: a mere 9% of
dealmakers expect to see similar levels of mega-deals in 2016 as compared to 2015. Instead, 52% of
respondents predict small deals (<$5bn) to have the greatest volume. Large deals ($5-10 billion) are
expected by 40% of survey-takers to have the most volume in 2016.

Race for the White House: In a year when Presidential hopefuls have rhetorically come down on big
business, results were mixed on which candidate would represent the best outcome for deal-making and
corporate interests: 22% of North American survey-takers selected Donald Trump, 21% selected Hillary
Clinton, 19% selected John Kasich, 11% selected Marco Rubio and 3% selected Ted Cruz. Others receiving
votes are no longer in contention. International, non-American, respondents overwhelmingly supported
Clinton: almost a third believed a Clinton presidency would best serve markets.

Activist Investors Get Their Way: According to 43% of North American survey-takers, shareholder

activism will increase in 2016, with an additional 29% expecting activism to be maintained at 2015 levels.
Further, almost half (43%) of dealmakers expect more companies to settle with agitators while 28%
expect more companies to fight back. Of these 28% that expect a fight, only about half (54%) believe that
companies would win in a proxy fight.

Inversions No More: Corporate inversions are expected to decrease in 2016 according to 58% of
dealmakers. Only 17% believe the tax-driven practice of re-domiciling overseas through a transaction
will increase in the coming year and 35% see inversions repeating 2015 levels.

Sectors Ripe for Consolidation: The energy sector is the most popular area for consolidation with the
support of 74% of dealmakers, compared to 55% last year. Healthcare was the second most likely sector
to experience consolidation in 2016 according to 49% of respondents, down from 64% in the year prior.
Technology/telecom is also expected to see consolidation by 37% of dealmakers, a decrease from 56%
in 2015.

Cross-Border Complications: Few North American dealmakers expect cross-border M&A in 2016; 70%
believe domestic transactions will drive deal volume in the U.S. From an international perspective, Asian
M&A practitioners expect to see predominantly outbound M&A and European respondents expect to see
predominantly inbound M&A. When asked which region would attract Asian acquirers, 58% selected
Europe while only 33% selected North America, reflecting the role the Committee on Foreign Investment
in the United States (CFIUS) may play in China/U.S. transactions.

The 2016 survey included the views of 140 leading M&A lawyers, bankers, advisors and financial reporters
from Brunswicks proprietary database of M&A practitioners across North America, Europe and Asia, and
was conducted February 16 to March 1, 2016. The results were analyzed by Brunswick Insight, the firms
specialist opinion research and consulting practice, which focuses on understanding the views of opinion
formers around the world. The full survey results can be found on the Brunswick Group website at
bit.ly/MA_survey.
About Brunswick Group LLP
Brunswick is an advisory firm specializing in critical issues and corporate relations. Founded in 1987,
Brunswick is an organically grown, private partnership with 23 offices around the world.
Contact
Brunswick Group
Marleen Geerlof: mgeerlof@brunswickgroup.com
Sourav Bhowmick: sbhowmick@brunswickgroup.com
+1 212-333-3810