Merger & Acquisitions | 1

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GETTING DEALS DONE 2017 M&A STATS AND SIGNIFICANT TRANSACTIONS

2 | Merger & Acquisitions

Our M&A Team Served as Trusted Advisor on 47 Domestic and Cross-Border Deals in 2017 Valued at $20 Billion Whether domestic or cross-border, when the deal is complex, the choice is simple—Arnold & Porter. Our business-savvy deal attorneys combine current legal knowledge with up-to-date intelligence on the latest deals and trends to help public and private companies, as well as private equity firms and other financial institutions, get their deals done quickly and effectively. As our statistics and highlights show, 2017 was another strong year for providing clients across a range of sectors with the comprehensive dealmaking and regulatory services they need to close their critical M&A and other transactions in a competitive marketplace.

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Seller

DEALS BY PARTY

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Strategic

DEALS BY OBJECTIVE

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Cross-Border

DEALS BY GEOGRAPHY

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Consumer and Industrial • ACON Investments LLC: Equity recapitalization of

Borden Dairy Company.

• American Securities LLC and SeaStar Solutions: $875 million sale of SeaStar Solutions to Swedish manufacturer Dometic Group.

• EQT Partners: Acquisition of Dorner Manufacturing.

• JW Childs Equity Partners: Acquisition of EbLens.

• Komatsu Ltd.: $2.9 billion acquisition of Joy Global Inc.

• Ultrafabrics LLC: $126 million sale of a majority of its outstanding equity to Daiichi Kasei Co. Ltd.

• Verus Investment Partners: Sale of Pittsburgh Brewing Company.

Financial Services • American Securities LLC: Acquisition of Mortgage

Contracting Services.

• Astoria Financial Corporation: Executive compensation, disclosure schedule review, and corporate and regulatory advice for its $2.2 billion merger with Sterling Bancorp.

• Cain Brothers & Company LLC: Sale to KeyBanc Capital Markets, the corporate and investment banking unit of KeyCorp.

• Emigrant Bank: Sale of its controlling interest in HPM Partners LLC to an affiliated investment fund of Lightyear Capital LLC.

• Onex Corporation: $4.3 billion sale (enterprise value) of USI Insurance Services to an affiliate of KKR & Co. LP and Caisse de dépôt et placement du Québec.

• Principal Enterprise Capital Holding LLC: Buyout of joint-venture partner in a real estate operating company.

Energy and Related Services • Coen Oil Company LLC, Coen Markets Inc. and

The Thomaston Land Company LLC: Sale of its fuel distribution and energy field services divisions to Sprague Operating Resources LLC.

• Resolute Energy Corporation: $195 million sale of its Aneth Field assets in southeastern Utah’s Paradox Basin to an affiliate of Elk Petroleum Limited.

Merger & Acquisitions | 3

$1B+$500-$999M$100-$499MUp to $99MNot Disclosed

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9

1315

7* All dollar values in chart and throughout document are in US dollars and rounded to nearest million unless otherwise indicated.

Technology • Bregal Capital: Sale of The Danwood Group to

Apogee Corporation Limited.

• Bregal Capital and EMK Capital: Sale of the QA Group to CVC Capital Partners.

• Certain Inc.: Acquisition of Twin Particle LLC, d/b/a Gather Digital.

• The Depository Trust & Clearing Corporation: Sale of UK-based Avox Limited and US-based Clarient Global LLC to Thomson Reuters.

• EMK Capital LLP: $200 million management buyout of the Luminati business of Hola Networks Ltd.

• Endeavour Capital and Grant Victor LLC: Sale of OptConnect LLC and OptConnect Management LLC to Graham Partners.

• GTL: Acquisition of Telmate.

• Ingersoll-Rand PLC: Acquisition of GPSI Holdings from Falconhead Capital.

• Numerex Corp.: Stock-for-stock merger with Canada-based Sierra Wireless Inc.

• Oxygen Finance Group Limited: Acquisition of the businesses and assets of Satago Limited, Satago Finance Limited and Satago Software Limited from their administrators.

Healthcare, Life Sciences and Medical Technology • Barnet Dulaney Perkins Eye Center PLLC: Sale/

entrance into a practice management arrangement with an HIG Capital portfolio company.

• BlueMountain Capital Management: Sale of a majority stake in Integrity Healthcare to NantWorks.

• Carestream Health Inc.: Sale of its digital dental imaging business to funds managed by Clayton, Dubilier & Rice and CareCapital Advisors Limited.

• Health Partners International Limited: Sale to US, UK and Belgian development company DAI Global Health.

• Healthcare Trust Inc.’s special committee of its board of directors: $120 million acquisition of substantially all of the assets of American Realty Capital Healthcare Trust III Inc.

• NexPhase Capital: Sale of Dr. Fresh LLC to Clayton, Dubilier & Rice portfolio company High Ridge Brands.

• Omega Healthcare Investors Inc. (UK affiliate): £89 million acquisition of Gold Care Holdings Limited and its subsidiaries.

• Pharmachem Laboratories: $660 million sale to Ashland.

Government Contracts/Aerospace and Defense• DC Capital Partners: Acquisitions of Owl Computing

Technologies Inc. and Janus Global Operations.

• RLJ Equity Partners and Phase One Consulting Group: Sale of Phase One to Accenture Federal Services.

• Sonaca Group: $500 million acquisition (approx. total enterprise value) of publicly traded LMI Aerospace Inc.

• Ultra Electronics Holdings PLC (pending): $325 million acquisition (approx. total enterprise value) of publicly traded Sparton Corp.

Transaction values are listed only when they have been made public.