A report on mergers and acquisitions in the energy, mining and utilities sector during 2015. The report shows the energy market was the hardest hit with 6.8% fewer M&A deals than in 2014.

1. Q1-Q4 2015
Energy, Mining & Utilities Trend Report
Mergermarket Sector Trend Report Q1-Q4 2015 1 www.mergermarket.com

2. Global sub-sector trend
While overall global M&A activity reached an
all-time high during 2015, Energy, Mining &
Utilities (EMU) fell 5.3% short of 2014 deal value,
registering 1,331 deals worth US$ 637.7bn, down
from 1,703 deals worth US$ 673.7bn in 2014.
This trend was to be expected, as by the close of
2015, crude oil price was valued at just US$ 37 per
barrel, compared to over US$ 54 per barrel at the
start of the year. Even 14 mega-deals (> US$10bn)
attributed to the sector were not enough to help
EMU keep up with the pace of Technology, which
saw US$ 422.5bn-worth of deals during 2015,
growing at the rate of 88.5% compared to 2014,
or Financial Services, which more than doubled in
deal value during the year to reach US$ 496.4bn-
worth of deals.
Due to these factors, Energy was hit the hardest across the sub-sectors
with 957 deals worth US$ 547.7bn announced, a 6.8% decrease by value
compared to 2014 (1,314 deals, US$ 587.5bn), whilst accounting for 357
fewer deals. At the same time, deal activity targeting the Mining sub-sector
dropped 3.3% by value to US$ 43.3bn, down from US$ 44.8bn in 2014.
According to Mergermarket intelligence, commodity prices for metals
and other extracted products remain low, as questions of demand cloud
growth prospects.
The drop in deals targeting the Energy sub-sector seems even more
pronounced considering 37.7% of its deal value came from the top five
deals targeting the entire EMU sector, including the US$ 81.2bn acquisition
of BG Group by Royal Dutch Shell, and the US$ 55.9bn purchase of Williams
Companies by Energy Transfer Equity.
The latter transaction is predicted to result in the creation of a franchise,
which would involve three of the largest MLPs in the US: Energy Transfer
Partners, Sunoco Logistics Partners, and Williams Partners. In light of the
low commodity prices, MLPs seem to be getting even more scrutiny than
before. According to Mergermarket intelligence, while midstream MLP’s
are expected to weather the storm, upstream MLPs will pursue a variety of
survival strategies in a prolonged low oil and gas price environment, but
not all will make it.
The Utilities sub-sector, however, saw an uptick in deal activity during 2015
with 144 deals worth US$ 46.6bn announced, up 12.6% by value compared
to 2014 (156 deals, US$ 41.4bn). According to Mergermarket intelligence,
activity has been spurred by the build-out and project financing needs of
renewable power production plants, and of traditional utilities looking to
respond to consumer demand.
M&A activity targeting the US EMU sector dropped 23.6% by value
compared to 2014, finishing 2015 with US$ 274.8bn-worth of deals. This
drop is considerable, given that US as a whole had the best year for M&A
on record and registered US$ 1.97tn -worth of deals, up 40.6% by value
compared to 2014.
Europe and Asia, on the other hand, both saw increases in deal value:
Europe (US$ 144.5bn) was up 38.8% compared to 2014, whilst M&A activity
targeting Asia (excl. Japan) grew by 50.6% since
the same period to reach US$ 142.6bn-worth of
deals, its highest annual deal value on record.
The coming year has plenty in store for the
Global EMU sector: the first oil exports out of
the US in four decades are predicted, the US
presidential elections are sure to influence
market conditions, and the geopolitical
situations in Russia and Iran are sure to tip the
scale one way or the other. How these factors will
affect the regional breakdown within the sector,
as well as the overall level of M&A targeting EMU,
is yet to be realised.
Data analysis
Regional breakdown
190.5
69.4 92.5
180.1
238.6
168.7 139.4
359.7
274.8
330.6
171.6 119.1
149.6
172.0
217.4
123.4
104.1
144.5
72.5
77.1
78.4
93.8
67.7
66.4
84.6
94.6
142.6
121.7
97.9
91.5
109.6
109.1 130.5
77.8
115.3
75.9
19.5% 17.2% 22.2% 25.4% 25.8% 25.3% 19.1% 20.6% 14.9%
0%
5%
10%
15%
20%
25%
30%
0
100
200
300
400
500
600
700
800
2007 2008 2009 2010 2011 2012 2013 2014 2015
Marketshare
Valueofdeals(US$bn)
US Europe Asia-Pacific (excl. Japan) Rest of the world Share towards global M&A value
Market share towards Global M&A
512.7
286.1 293.6
400.1 403.7
437.6
331.9
587.5
547.7
84.2
88.4
46.6
93.9
127.9
117.0
52.3
44.8
43.3
118.4
41.6
41.2
39.1
55.8 28.5
40.9
41.4
46.6
200
400
600
800
1,000
1,200
1,400
0
100
200
300
400
500
600
700
800
2007 2008 2009 2010 2011 2012 2013 2014 2015
Dealcount
Valueofdeals(US$bn)
Energy value (US$bn) Mining value (US$bn) Utilities value (US$bn)
Energy deal count Mining deal count Utilities deal count
Mergermarket Sector Trend Report Q1-Q4 2015 2 www.mergermarket.com
Energy, Mining & Utilities, Q1-Q4 2015

3. Top deals
Value
(US$m)
Deal details Advisory details
81,154 Announcement date: 08-Apr-2015
Target: BG Group Plc (UK)
Bidder: Royal Dutch Shell Plc (Netherlands)
FA to sell-side: Goldman Sachs, Robey Warshaw; Rothschild
LA to sell-side: Freshfields Bruckhaus Deringer; King & Wood
Mallesons; Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga
Advogados
FA to buy-side: Bank of America Merrill Lynch
LA to buy-side: Allens; Cravath, Swaine & Moore; De Brauw
Blackstone Westbroek; Pinheiro Neto Advogados; Slaughter
and May; Souza, Cescon, Barrieu & Flesch Advogados;
Advising FA: Allen & Overy; Ashurst
55,888 Announcement date: 28-Sep-2015
Target: Williams Companies Inc (USA)
Bidder: Energy Transfer Equity LP (USA)
FA to sell-side: Barclays; Lazard
LA to sell-side: Akin Gump Strauss Hauer & Feld; Cravath,
Swaine & Moore; Gibson Dunn & Crutcher; Advising FA: Paul
Weiss Rifkind Wharton & Garrison; Shearman & Sterling
FA to buy-side: Bank of America Merrill Lynch; Citi; Credit
Suisse; Deutsche Bank; Goldman Sachs; Intrepid Partners;
JPMorgan; Morgan Stanley; RBC Capital Markets; UBS
Investment Bank
LA to buy-side: Latham & Watkins; Wachtell, Lipton, Rosen &
Katz; Advising FA: Alston & Bird; O’Melveny & Myers; White &
Case
24,721 Announcement date: 19-Jun-2015
Target: Enbridge Inc (Canadian renewable
energy assets); Enbridge Pipelines Inc; and
Enbridge Pipelines (Athabasca) Inc (Canada)
Bidder: Enbridge Income Fund Holdings Inc
(Canada)
Seller: Enbridge Inc (Canada)
FA to sell-side: RBC Capital Markets
LA to sell-side: Dentons; McCarthy Tetrault
FA to buy-side: BMO Capital Markets
LA to buy-side: Norton Rose Fulbright; Advising FA: Osler,
Hoskin & Harcourt
24,403 Announcement date: 20-Apr-2015
Target: SK Holdings Co Ltd (68.18% Stake)
(South Korea)
Bidder: SK C&C Co Ltd (South Korea)
FA to sell-side: -
LA to sell-side: -
FA to buy-side: Citi; Credit Suisse; Deutsche Bank; Goldman
Sachs; Morgan Stanley; NH Investment & Securities; PwC
LA to buy-side: Bae Kim & Lee; Kim & Chang
20,076 Announcement date: 13-Jul-2015
Target: MarkWest Energy Partners LP (USA)
Bidder: MPLX LP (USA)
FA to sell-side: Jefferies
LA to sell-side: Cravath, Swaine & Moore; Vinson & Elkins;
Advising FA: Morgan Lewis & Bockius
FA to buy-side: UBS Investment Bank
LA to buy-side: Jones Day; Advising FA: Gibson Dunn &
Crutcher
Mergermarket Sector Trend Report Q1-Q4 2015 3 www.mergermarket.com
Energy, Mining & Utilities, Q1-Q4 2015

4. Industrials,
Chemicals TMT
Pharma,
Medical,
Biotech
Energy,
Mining,
Utilities
Consumer
Financial
Services
Business
Services
Leisure
Real
Estate
Transport Agriculture Construction Defence Other
North Asia 680 414 226 174 205 198 134 128 157 58 28 104 3 14
North America 310 610 511 502 261 307 332 94 82 78 29 37 21 3
Europe 515 488 227 322 533 338 250 194 92 143 54 104 10 8
Australasia 44 122 93 130 140 74 92 33 27 28 37 19 0 10
C&S America 75 66 28 97 90 46 69 26 8 29 7 27 1 4
South Asia 95 138 85 62 56 115 81 26 22 41 3 28 2 1
South East Asia 79 69 36 103 66 94 48 35 65 42 28 28 0 9
Japan 42 49 21 4 49 20 29 15 11 6 0 7 0 1
Africa 41 13 3 79 16 21 16 7 10 17 8 16 0 1
Central Asia 7 0 0 12 3 2 5 0 0 1 4 3 0 1
GCC 9 24 8 6 7 10 7 5 5 4 0 2 0 1
Middle East 9 22 12 7 9 4 6 0 0 2 1 2 0 0
The fuel retailling and distribution M&A market has seen an uptick in activity in the last year driven by the massive drop in
oil-linked equity values and an ever growing thirst for stable infrastructure investments. Integrated oil and gas majors such
as Shell, ExxonMobil, Total, OMV and Repsol are actively seeking to sell, or have sold, LPG, oil distribution and petrol station
assets and subsidiaries in attempts to rationalise their portfolios and realise returns from segments which remain attractive to
buyers, unlike their core upstream operations whose values have been slashed by the oil price implosion.
Retail and distribution assets offer stable growth and returns driven by incremental changes in demand rather than capricious
commodity prices, making large divestments attractive to funds, infrastructure investors and strategic players. This is
providing massive opportunities to retail and distribution focused players looking to boost market share locally and across the
continent through M&A. Larger cross-border players such as DCC and Unipetrol are actively looking at the sale of these assets
by European majors and beyond, while smaller players like Q1 Energie and Unimot look to bolster their core in-country retail
and distribution offerings.
Usage of energy storage systems is expected to explode in the coming year, driving an increase in M&A in the space,
according to Mergermarket sources. Government mandates for storage, attempts to make renewable energy a baseload
power source, and efforts to shape the demand curves of large commercial and industrial (C&I) power customers will set the
stage for M&A, they said. Targets will be both makers of the physical batteries as well as companies developing stored-energy
management software, and buyers will be industrial electronics and control companies, although the sources agreed that the
battery makers will not see valuations nearly as high as those of the software developers.
The UK solar photovoltaic market will see a drastic reduction in the number of solar development companies over the next
year due to a cut in government subsidies, two sector executives and three sector bankers said. A government cut in feed-in-
tariffs for large-scale solar fields came into effect in April this year, which is to be followed by similar cuts to small-scale fields in
April 2016, and a decision to withdraw its Green Deal energy efficiency scheme in August 2015.
Criteria of heat chart:
Mergermarket’s sector heat chart is based on companies tagged as potential targets in the last six months.
Heat chart based on potential companies for sale
Drivers
Mergermarket Sector Trend Report Q1-Q4 2015 4 www.mergermarket.com
Energy, Mining & Utilities, Q1-Q4 2015

5. Financial advisor league table by value
Ranking 2015 2014
2015 2014 Company Name
Value
(US$m)
Deal count
Value
(US$m)
% Value
change
1 3 Goldman Sachs 243,918 38 132,862 83.6%
2 1 Citi 176,537 44 225,885 -21.8%
3 12 Lazard 169,563 20 49,334 243.7%
4 4 Bank of America Merrill Lynch 154,772 24 102,636 50.8%
5 8 Morgan Stanley 140,162 35 63,081 122.2%
6 5 Credit Suisse 113,714 27 99,015 14.8%
7 10 JPMorgan 112,524 22 62,366 80.4%
8 11 Deutsche Bank 107,370 28 58,006 85.1%
9 2 Barclays 105,083 21 181,981 -42.3%
10 13 RBC Capital Markets 101,044 35 41,537 143.3%
Financial advisor league table by deal count
Ranking 2015 2014
2015 2014 Company Name
Value
(US$m)
Deal count
Deal
count
Count
change
1 1 Citi 176,537 44 63 -19
2 3 Goldman Sachs 243,918 38 51 -13
3 6 Macquarie Group 11,096 36 37 -1
4 9 Morgan Stanley 140,162 35 30 5
5 2 RBC Capital Markets 101,044 35 55 -20
6 4 Evercore Partners 35,113 34 44 -10
7 11 Deutsche Bank 107,370 28 28 -
8 14 Credit Suisse 113,714 27 26 1
9 7 Bank of America Merrill Lynch 154,772 24 35 -11
10 10 JPMorgan 112,524 22 28 -6
Legal advisor league table by value
Ranking 2015 2014
2015 2014 Company Name
Value
(US$m)
Deal count
Value
(US$m)
% Value
change
1 35 Cravath, Swaine & Moore 201,425 9 19,152 951.7%
2 17 Gibson Dunn & Crutcher 118,339 11 47,281 150.3%
3 2 White & Case 108,390 31 146,478 -26.0%
4 16 King & Wood Mallesons 101,766 21 47,943 112.3%
5 3 Latham & Watkins 96,735 32 104,409 -7.3%
6 15 Freshfields Bruckhaus Deringer 94,785 10 48,402 95.8%
7 49 Allens 92,995 12 11,553 704.9%
8 20 Slaughter and May 92,908 7 38,817 139.3%
9 75 Allen & Overy 89,876 26 6,598 1262.2%
10 73 Ashurst 86,122 28 6,949 1139.3%
Legal advisor league table by deal count
Ranking 2015 2014
2015 2014 Company Name
Value
(US$m)
Deal count
Deal
count
Count
change
1 2 Norton Rose Fulbright 61,623 50 69 -19
2 1 Vinson & Elkins 71,628 47 74 -27
3 3 Latham & Watkins 96,735 32 62 -30
4 4 White & Case 108,390 31 48 -17
5 5 Baker Botts 74,330 29 45 -16
6 6 McCarthy Tetrault 32,921 29 45 -16
7 11 Bracewell & Giuliani 31,255 29 35 -6
8 29 Ashurst 86,122 28 18 10
9 9 Akin Gump Strauss Hauer & Feld 32,828 28 37 -9
10 31 Andrews Kurth 21,993 28 17 11
Mergermarket Sector Trend Report Q1-Q4 2015 5 www.mergermarket.com
Energy, Mining & Utilities, Q1-Q4 2015

6. Deal submissionsResearchPR
Contacts
Mergermarket criteria
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All data is based on transactions over US$ 5m and is based on the
Mergermarket’s M&A deals database. Deals with undisclosed deal values are
included where the target’s turnover exceeds US$ 10m.
Deals where the stake acquired is less than 30% will only be included if the
value is greater than US$ 100m. Click here for the full deal criteria.
M&A trend: Based on the dominant sector of the target company being
Energy, Mining & Utilities. The dominant geography of the target company is
based on global activity or the region stated. Excludes lapsed and withdrawn
bids.
Cross-border M&A: Based on a transaction involving at least two different
countries between either target, bidder, or seller.
Top deals: Based on the dominant sector of the target company being
Energy, Mining & Utilities. The dominant geography of the target company is
based on global activity.
FA refers to financial advisor. LA refers to legal advisor. Excludes lapsed and
withdrawn bids.
League tables: Based on the dominant sector of the target company being
Energy, Mining & Utilities and the dominant geography of the target, bidder
or seller being global. The financial advisor tables exclude lapsed and
withdrawn bids. The legal advisor tables include lapsed and withdrawn bids.
All values are in US$.
Data correct as of 05-Jan-2015
Analyst:
Lana Vilner
Global research editor:
Kirsty Wilson
T: +44 20 3741 1281
EMEA: Luella Atabaki
T: +44 20 3741 1127
Americas: Chrissy Carney
T: +1 646 378 3118
Asia: Elizabeth Chu
T: +65 6349 8051
EMEA Financial: Andrea Putaturo
T: +44 20 3741 1274
EMEA Legal: Zaynab Dost
T: +44 20 3741 1294
North America: Jason Loria
T: +1 646 378 3122
C&S America: Lissa Campos
T: +1 212 686 6521
Asia-Pacific: John Capulong
T: +852 2158 9723
China: Rachel Shao
T: +852 2158 9794
South Korea: Jade Lee
T: +822 772 8410
Japan: Yibei Xu
T: +852 2158 9621
Mergermarket Sector Trend Report Q1-Q4 2015 6 www.mergermarket.com
Energy, Mining & Utilities, Q1-Q4 2015