Researching Mergers & Acquisitions: Enhance your research skills, CLE program by LLAGNY & Carter Ledyard & Milburn on January 14, 2015 by Nathan Rosen, Jeanine McPartlin, & Emily Moog

1. 1
CARTER LEDYARD & MILBURN LLP
Researching Mergers & Acquisitions
Enhance Your Research Skills!
2015 CLE Programming
Gain knowledge & research skills together!
January 14, 2015
CARTER LEDYARD & MILBURN LLP
Researching Mergers & Acquisitions
Enhance Your Research Skills!
2015 CLE Programming
Gain knowledge & research skills together!
January 14, 2015
Researching Mergers & Acquisitions
Enhance Your Research Skills!
2015 CLE Programming
Gain knowledge & research skills together!
January 14, 2015

2. 2
AGENDA
12:00 Registration & Lunch
12:30 Introduction: Overview of M&A Transactions
to
12:50 Nathan Rosen, Esq.
Lawyer, Library Research Manager, & Knowledge Specialist
12:50 Library M&A Resources at C L & M, Pt. 1
to
1:05 Using the Resources of Practical Law
C L & M Print Collection
Finding background information, forms, laws, & regulations for M&A
Emily Moog
Law Librarian
(Carter Ledyard & Milburn LLP)
1:05 Library M&A Resources at C L & M, Pt. 2
to
1:20 Researching precedent language in SEC filings using Intelligize and CCH IntelliConnect
Finding law firm memos on M&A topics
Comparing language used in mergers for different states
Finding regulations & laws for mergers
Current news/blogs/commentaries on merger trends
Jeanine McPartlin
Associate Librarian
(Carter Ledyard & Milburn LLP)
AGENDA
12:00 Registration & Lunch
12:30 Introduction: Overview of M&A Transactions
to
12:50 Nathan Rosen, Esq.
Lawyer, Library Research Manager, & Knowledge Specialist
12:50 Library M&A Resources at C L & M, Pt. 1
to
1:05 Using the Resources of Practical Law
C L & M Print Collection
Finding background information, forms, laws, & regulations for M&A
Emily Moog
Law Librarian
(Carter Ledyard & Milburn LLP)
1:05 Library M&A Resources at C L & M, Pt. 2
to
1:20 Researching precedent language in SEC filings using Intelligize and CCH IntelliConnect
Finding law firm memos on M&A topics
Comparing language used in mergers for different states
Finding regulations & laws for mergers
Current news/blogs/commentaries on merger trends
Jeanine McPartlin
Associate Librarian
(Carter Ledyard & Milburn LLP)
22
AGENDA
12:00 Registration & Lunch
12:30
to
12:50
Introduction: Overview of M&A Transactions
Nathan Rosen, Esq.
Lawyer, Library Research Manager, & Knowledge Specialist
12:50
to
1:05
Library M&A Resources at C L & M, Pt. 1
Using the Resources of Practical Law
C L & M Print Collection
Finding background information, forms, laws, & regulations for M&A
Emily Moog
Law Librarian
(Carter Ledyard & Milburn LLP)
1:05
to
1:20
Library M&A Resources at C L & M, Pt. 2
Researching precedent language in SEC filings using Intelligize and CCH IntelliConnect
Finding law firm memos on M&A topics
Comparing language used in mergers for different states
Finding regulations & laws for mergers
Current news/blogs/commentaries on merger trends
Jeanine McPartlin
Associate Librarian
(Carter Ledyard & Milburn LLP)

3. 3
3
Faculty Biographies
Jeanine McPartlin
Jeanine has been a practicing librarian for over ten years for some of NYC's largest firms, such
as Paul Weiss and Cleary Gottlieb; also worked in financial services and investment banks,
including Credit Suisse, Evercore and Lazard for about 5 years. She is a real New Yorker
having received her Masters from CUNY Queens College, her Paralegal Certificate from
Adelphi University, and her BA from SUNY Oswego.
Jeanine is a member of the Law Library Association of Greater New York Education
Committee and assisted in planning the award winning January 2014 conference "Law Firm of
Tomorrow", held as part LLAGNY 75th Anniversary year. She is a member of the Special
Libraries Association and is currently the Associate Librarian at the firm of Carter Ledyard &
Milburn LLP.
Emily Moog
Emily started as a page at New York Public Library and has worked more than two decades as
a law librarian in NYC, working at both Paul Weiss and Cleary Gottlieb. Emily is also a real
New Yorker, having earned her Masters from Long Island University, a second Masters from
Fordham University, and her BA from St. John's University.
Emily is the Law Librarian at the firm of Carter Ledyard & Milburn LLP. She has twice been
a Board member of the Law Library Association of Greater New York and is a contributor to
LLAGNY's publication "Law Lines".
Nathan Rosen
Nathan Rosen is a knowledge specialist with over 30 years of expertise and has his Masters of
Science in Library Services from Columbia University and a Juris Doctor from the University
of Missouri at Kansas City. He has worked as a Librarian in a wide variety of libraries,
including; law school, business, public, university, and law firm. Nathan is a member of the
Missouri Bar Association, United States Supreme Court Bar, United States Tax Court Bar, and
was a litigator for almost five years in Missouri. He is a frequent speaker, author of more than
200 articles and books, as well as has presented many CLE programs on topics such as legal
ethics research, bankruptcy law research, and advanced Internet searching. Nathan was the
first librarian to be recognized as a top innovator by "Inside Counsel" magazine and was
profiled as a top researcher on Wall Street in a book on "Super Searchers of Wall Street."
Previously he was the Library Research Manager at Dechert LLP, Information Resources
Manager for the New York office of Morrison & Foerster, and Vice President at Credit
Suisse's Legal & Compliance Department. He can be reached at nathan.rosen@rcn.com or at
www.linkedin.com/in/nathanrosen/.
3
Faculty Biographies
Jeanine McPartlin
Jeanine has been a practicing librarian for over ten years for some of NYC's largest firms, such
as Paul Weiss and Cleary Gottlieb; also worked in financial services and investment banks,
including Credit Suisse, Evercore and Lazard for about 5 years. She is a real New Yorker
having received her Masters from CUNY Queens College, her Paralegal Certificate from
Adelphi University, and her BA from SUNY Oswego.
Jeanine is a member of the Law Library Association of Greater New York Education
Committee and assisted in planning the award winning January 2014 conference "Law Firm of
Tomorrow", held as part LLAGNY 75th Anniversary year. She is a member of the Special
Libraries Association and is currently the Associate Librarian at the firm of Carter Ledyard &
Milburn LLP
Emily Moog
Emily started as a page at New York Public Library and has worked more than two decades as
a law librarian in NYC, working at both Paul Weiss and Cleary Gottlieb. Emily is also a real
New Yorker, having earned her Masters from Long Island University, a second Masters from
Fordham University, and her BA from St. John's University.
Emily is the Law Librarian at the firm of Carter Ledyard & Milburn LLP. She has twice been
a Board member of the Law Library Association of Greater New York and is a contributor to
LLAGNY's publication "Law Lines".
Nathan Rosen
Nathan Rosen is a knowledge specialist with over 30 years of expertise and has his Masters of
Science in Library Services from Columbia University and a Juris Doctor from the University
of Missouri at Kansas City. He has worked as a Librarian in a wide variety of libraries,
including; law school, business, public, university, and law firm. Nathan is a member of the
Missouri Bar Association, United States Supreme Court Bar, United States Tax Court Bar, and
was a litigator for almost five years in Missouri. He is a frequent speaker, author of more than
200 articles and books, as well as has presented many CLE programs on topics such as legal
ethics research, bankruptcy law research, and advanced Internet searching. Nathan was the
first librarian to be recognized as a top innovator by "Inside Counsel" magazine and was
profiled as a top researcher on Wall Street in a book on "Super Searchers of Wall Street."
Previously he was the Library Research Manager at Dechert LLP, Information Resources
Manager for the New York office of Morrison & Foerster, and Vice President at Credit
Suisse's Legal & Compliance Department. He can be reached at nathan.rosen@rcn.com or at
www.linkedin.com/in/nathanrosen/.
3
Faculty Biographies
Jeanine McPartlin
Jeanine has been a practicing librarian for over ten years for some of NYC's largest firms, such
as Paul Weiss and Cleary Gottlieb; also worked in financial services and investment banks,
including Credit Suisse, Evercore and Lazard for about 5 years. She is a real New Yorker
having received her Masters from CUNY Queens College, her Paralegal Certificate from
Adelphi University, and her BA from SUNY Oswego.
Jeanine is a member of the Law Library Association of Greater New York Education
Committee and assisted in planning the award winning January 2014 conference "Law Firm of
Tomorrow", held as part LLAGNY 75th Anniversary year. She is a member of the Special
Libraries Association and is currently the Associate Librarian at the firm of Carter Ledyard &
Milburn LLP.
Emily Moog
Emily started as a page at New York Public Library and has worked more than two decades as
a law librarian in NYC, working at both Paul Weiss and Cleary Gottlieb. Emily is also a real
New Yorker, having earned her Masters from Long Island University, a second Masters from
Fordham University, and her BA from St. John’s University.
Emily is the Law Librarian at the firm of Carter Ledyard & Milburn LLP. She has twice been
a Board member of the Law Library Association of Greater New York and is a contributor to
LLAGNY's publication "Law Lines".
Nathan Rosen
Nathan Rosen is a knowledge specialist with over 30 years of expertise and has his Masters of
Science in Library Services from Columbia University and a Juris Doctor from the University
of Missouri at Kansas City. He has worked as a Librarian in a wide variety of libraries,
including; law school, business, public, university, and law firm. Nathan is a member of the
Missouri Bar Association, United States Supreme Court Bar, United States Tax Court Bar, and
was a litigator for almost five years in Missouri. He is a frequent speaker, author of more than
200 articles and books, as well as has presented many CLE programs on topics such as legal
ethics research, bankruptcy law research, and advanced Internet searching. Nathan was the
first librarian to be recognized as a top innovator by "Inside Counsel" magazine and was
profiled as a top researcher on Wall Street in a book on "Super Searchers of Wall Street."
Previously he was the Library Research Manager at Dechert LLP, Information Resources
Manager for the New York office of Morrison & Foerster, and Vice President at Credit
Suisse’s Legal & Compliance Department. He can be reached at nathan.rosen@rcn.com or at
www.linkedin.com/in/nathanrosen/.

4. 4
4
Law Library Association of Greater New York
On November 17, 1938, 45 librarians met at the Cortile restaurant on West 43rd Street in New
York City to form the Law Library Association of Greater New York. The purpose of the
Association was to "assist in the professional standing of law librarians." It was to include
librarians in New York County, as well as the adjoining counties in New York and New Jersey.
Today LLAGNY has 700 members, 70% of whom work in private law libraries. LLAGNY
became incorporated as a non-profit organization in New York State on August 24, 1987.
The Outreach Programs Committee develops and conducts New York CLE programming for
LLAGNY members and the legal community LLAGNY became an approved provider of NY
CLE on June 28, 2013. The Committee builds relationship opportunities with law professors,
industry experts and CLE accredited providers to enrich the LLAGNY portfolio of CLE
options. Starting in 2014, the Outreach Programs Committee started on a new venture to bring
legal research programs directly to the law firm. Programming will be customized for the
needs of the individual firm with the help of the in-house professional library staff. Law
Librarians from the firm will be able to help train and teach their attorneys in legal research in
conjunction with the law librarians brought in by the Outreach Programs Committee.
Law Library Association of Greater New York
On November 17, 1938, 45 librarians met at the Cortile restaurant on West 43rd Street in New
York City to form the Law Library Association of Greater New York. The purpose of the
Association was to "assist in the professional standing of law librarians." It was to include
librarians in New York County, as well as the adjoining counties in New York and New Jersey.
Today LLAGNY has 700 members, 70% of whom work in private law libraries. LLAGNY
became incorporated as a non-profit organization in New York State on August 24, 1987.
The Outreach Programs Committee develops and conducts New York CLE programming for
LLAGNY members and the legal community LLAGNY became an approved provider of NY
CLE on June 28, 2013. The Committee builds relationship opportunities with law professors,
industry experts and CLE accredited providers to enrich the LLAGNY portfolio of CLE
options. Starting in 2014, the Outreach Programs Committee started on a new venture to bring
legal research programs directly to the law firm. Programming will be customized for the
needs of the individual firm with the help of the in-house professional library staff. Law
Librarians from the firm will be able to help train and teach their attorneys in legal research in
conjunction with the law librarians brought in by the Outreach Programs Committee.
44
Law Library Association of Greater New York
On November 17, 1938, 45 librarians met at the Cortile restaurant on West 43rd Street in New
York City to form the Law Library Association of Greater New York. The purpose of the
Association was to "assist in the professional standing of law librarians." It was to include
librarians in New York County, as well as the adjoining counties in New York and New Jersey.
Today LLAGNY has 700 members, 70% of whom work in private law libraries. LLAGNY
became incorporated as a non-profit organization in New York State on August 24, 1987.
The Outreach Programs Committee develops and conducts New York CLE programming for
LLAGNY members and the legal community. LLAGNY became an approved provider of NY
CLE on June 28, 2013. The Committee builds relationship opportunities with law professors,
industry experts and CLE accredited providers to enrich the LLAGNY portfolio of CLE
options. Starting in 2014, the Outreach Programs Committee started on a new venture to bring
legal research programs directly to the law firm. Programming will be customized for the
needs of the individual firm with the help of the in-house professional library staff. Law
Librarians from the firm will be able to help train and teach their attorneys in legal research in
conjunction with the law librarians brought in by the Outreach Programs Committee.

5. 5
TABLE OF CONTENTS
TAB
I. Overview M & A Transactions 1
Presented by Nathan Rosen, J.D.
i. Securities Laws — Print, Web, Database Sources
ii. Primary Documents — Government Websites, PLC, Company
Websites
iii. Litigation — Issues in Delaware
iv. News & Statistics — Law Firm Newsletters, Websites, Alert Services
v. Description of Filings Used in M & A
II. Practical Law, Practicing Law Institute & Print Sources for M & A Research 2
Presented by Emily Moog, M.L.S.
i. Practical Law — Using PL to Research M & A Terms and Trends to
Obtain Standard Documents; Checklists and Drafting Notes;
Researching International and State Laws; Using "What's Market"
to Research Examples of Recent M & A Filings and Keeping
Current with Trends
ii. Practicing Law Institute — Researching PLI.edu for Recent
Handbooks/Articles on M & A Topics and Researching
M & A Topics Across Practice Areas
iii. CL&M Print Collection — Researching/Demonstration of Online
Catalogue to Find M & A Materials; Recommendations of
M & A Treatises Such as Securities Law Handbooks and BNA
Portfolios; Utilizing NY Law Institute and LLAGNY Memberships
III. Intelligize & Intelliconnect as Sources for M & A Research 3
Presented by Jeanine McPartlin, M.L.S.
i. Intelligize — Finding Specific Types of Mergers and Merger
Agreements with Various Criteria; Searching Law Firm Memos for
Merger Topics; Comparing Language Used by Companies in
Sections of Filings
ii. CCH Intelliconnect — Finding Annotated Version of Securities
Regulations; Using Blue Sky Smart Charts to Compare Various
State Laws Governing Mergers; Using Capital Changes to Analyze
Company's History of Mergers and Stock Splits
7564782 I
5

6. Introduction: Overview of M&A Transactions
Nathan Rosen, Esq.
Library Research Manager & Knowledge Specialist
6
Introduction: Overview of M&A Transactions
Nathan Rosen, Esq.
Library Research Manager & Knowledge Specialist
5
Introduction: Overview of M&A Transactions
Nathan Rosen, Esq.
Library Research Manager & Knowledge Specialist
6

7. 7
Overview M&A transactions
1 — Laws
• Print
• SEC.gov (statutes and final, interim & proposed rules, along with releases)
• CCH IntelliConnect
2 — Primary documents
• SEC.gov
• PLC
• Company specific websites
3 — Litigation (especially Delaware)
4 — News & statistics
Law firm newsletters and alerts collections
• Lexology (www.lexology.com)
• JD Supra (www.jdsupra.com)
• Mondaq (www.mondaq.com)
Websites
• M&A Portal by Bureau van Dijk
• Institute of Mergers, Acquisitions and Alliances produces publications,
statistics, news and courses
• Mergers & Acquisitions Review by Thomson Reuters
• US M&A News & Trends by Factset
• M&A Financial Advisory Rankings by Bloomberg
• DealBook in the New York Times
• Mergers & Acquisitions by Reuters
• Mergers & Acquisitions Committee & the Market Trends Subcommittee of the
American Bar Association Business Law Section
• Mergers Acquisitions & Joint Venture guide by the Library of Congress
Linkedln groups
• Mergers & Acquisitions Network
• Global Mergers & Acquisitions Association
• Mergers & Acquisitions
• Mergers & Acquisitions Professionals
5 - Description of filings used for M & A work
6
Overview M&A transactions
1 — Laws
• Print
• SEC.gov (statutes and final, interim & proposed rules, along with releases)
• CCH IntelliConnect
2 — Primary documents
• SEC.gov
• PLC
• Company specific websites
3 — Litigation (especially Delaware)
4 — News & statistics
Law firm newsletters and alerts collections
• Lexology (www.lexology.com)
• JD Supra (www.jdsupra.com)
• Mondaq (www.mondaq.com)
Websites
• M&A Portal by Bureau van Dijk
• Institute of Mergers, Acquisitions and Alliances produces publications,
statistics, news and courses
• Mergers & Acquisitions Review by Thomson Reuters
• US M&A News & Trends by Factset
• M&A Financial Advisory Rankings by Bloomberg
• DealBook in the New York Times
• Mergers & Acquisitions by Reuters
• Mergers & Acquisitions Committee & the Market Trends Subcommittee of the
American Bar Association Business Law Section
• Mergers Acquisitions & Joint Venture guide by the Library of Congress
Linkedln groups
• Mergers & Acquisitions Network
• Global Mergers & Acquisitions Association
• Mergers & Acquisitions
• Mergers & Acquisitions Professionals
5 - Description of filings used for M & A work
Overview M&A transactions
1 – Laws
• Print
• SEC.gov (statutes and final, interim & proposed rules, along with releases)
• CCH IntelliConnect
2 – Primary documents
• SEC.gov
• PLC
• Company specific websites
3 – Litigation (especially Delaware)
4 – News & statistics
Law firm newsletters and alerts collections
• Lexology (www.lexology.com)
• JD Supra (www.jdsupra.com)
• Mondaq (www.mondaq.com)
Websites
• M&A Portal by Bureau van Dijk
• Institute of Mergers, Acquisitions and Alliances produces publications,
statistics, news and courses
• Mergers & Acquisitions Review by Thomson Reuters
• US M&A News & Trends by Factset
• M&A Financial Advisory Rankings by Bloomberg
• DealBook in the New York Times
• Mergers & Acquisitions by Reuters
• Mergers & Acquisitions Committee & the Market Trends Subcommittee of the
American Bar Association Business Law Section
• Mergers Acquisitions & Joint Venture guide by the Library of Congress
LinkedIn groups
• Mergers & Acquisitions Network
• Global Mergers & Acquisitions Association
• Mergers & Acquisitions
• Mergers & Acquisitions Professionals
5 - Description of filings used for M & A work
7

8. 8
7
• Tender offer Statement (Schedule TO) when purchase stock from public shareholders
rather than target.
• Proxy (14A) and information statement (14C) describe the terms of the merger. The
form prefixes-"PREM" and "DEFM" stand for preliminary and definitive statement.
• 13D — report of beneficial ownership of 5% of any class of stock which acts as early
warning system. Form 3 when they reach 10% ownership of equity security with Form
4 for changes in position.
• Schedule 14D-9 for solicitation/Recommendation statement involving the Board's
position on the Tender offer
• Form S-4 for merger in which the applicable state law would not require the solicitation
of the votes or consents of all of the security holders of the company being acquired.
• 8K & 6K often include information related to the M&A activities. Often include
information about Board defenses like; poison pills, staggered boards, Fair Price
Charter provisions, expanded board, super-majority vote requirement for amendment to
bylaws, restricting stockholder right to call for special meeting, and creating a second
class of stock with superior voting rights.
Additional lists of the most/biggest/etc. corporate deals for the preceding year are listed:
• Corporate Scorecard supplement to the April issue of The American Lawyer
http://www.americanlawyer.com/id=1395154455727/Comorate- Scorecard-
2014?slreturn=20141121211814
• Corporate Control Alert (January-February issue),
• Investment Dealer's Digest (January issue), and
• M&A league tables on Thomson Reuters' Deals Intelligence (access is via free
registration).
UAL
7
• Tender offer Statement (Schedule TO) when purchase stock from public shareholders
rather than target.
• Proxy (14A) and information statement (14C) describe the terms of the merger. The
form prefixes-"PREM" and "DEFM" stand for preliminary and definitive statement.
• 13D — report of beneficial ownership of 5% of any class of stock which acts as early
warning system. Form 3 when they reach 10% ownership of equity security with Form
4 for changes in position.
• Schedule 14D-9 for solicitation/Recommendation statement involving the Board's
position on the Tender offer
• Form S-4 for merger in which the applicable state law would not require the solicitation
of the votes or consents of all of the security holders of the company being acquired.
• 8K & 6K often include information related to the M&A activities. Often include
information about Board defenses like; poison pills, staggered boards, Fair Price
Charter provisions, expanded board, super-majority vote requirement for amendment to
bylaws, restricting stockholder right to call for special meeting, and creating a second
class of stock with superior voting rights.
Additional lists of the most/biggest/etc. corporate deals for the preceding year are listed:
• Corporate Scorecard supplement to the April issue of The American Lawyer
http://www.americanlawyer.com/id=1395154455727/Comorate- Scorecard-
2014?slreturn=20141121211814
• Corporate Control Alert (January-February issue),
• Investment Dealer's Digest (January issue), and
• M&A league tables on Thomson Reuters' Deals Intelligence (access is via free
registration).
UAL
• Tender offer Statement (Schedule TO) when purchase stock from public shareholders
rather than target.
• Proxy (14A) and information statement (14C) describe the terms of the merger. The
form prefixes-"PREM" and "DEFM" stand for preliminary and definitive statement.
• 13D – report of beneficial ownership of 5% of any class of stock which acts as early
warning system. Form 3 when they reach 10% ownership of equity security with Form
4 for changes in position.
• Schedule 14D-9 for solicitation/Recommendation statement involving the Board’s
position on the Tender offer
• Form S-4 for merger in which the applicable state law would not require the solicitation
of the votes or consents of all of the security holders of the company being acquired.
• 8K & 6K often include information related to the M&A activities. Often include
information about Board defenses like; poison pills, staggered boards, Fair Price
Charter provisions, expanded board, super-majority vote requirement for amendment to
bylaws, restricting stockholder right to call for special meeting, and creating a second
class of stock with superior voting rights.
Additional lists of the most/biggest/etc. corporate deals for the preceding year are listed:
• Corporate Scorecard supplement to the April issue of The American Lawyer
http://www.americanlawyer.com/id=1395154455727/Corporate-Scorecard-
2014?slreturn=20141121211814
• Corporate Control Alert (January-February issue),
• Investment Dealer's Digest (January issue), and
• M&A league tables on Thomson Reuters' Deals Intelligence (access is via free
registration).
8

9. Search for M&A deal info
0=111.11iSearch Zephyr Q
Zephyr is a database of M&A deals and rumours
Do a free deal search and use yoircirediffilebit card
to buy detailed reports.
RIMBlog
Deal making on course for
a bumper year in 2014
bra 'Mad Friday today, reportedly
the busiest day it the UK in
December for Christmas parties.
But I doubt our M&A deal makers
will be taking their feet off the gas
as we count down towards the
end of 2014.
Read me,..
Sign it Register
,c) M&A PORTAL Search:
Home NI&A Reports Features Events Research Blog Editorial News Contact
What is the M&A Portal'.
The M&A Portal is a resource for anyone interested in VISA Deals intelligence
and information. We host M&A news deal commentary. features and research
papers written by experts across the globe.
M&A Reports
Week in Review, 8th December 2014
The week's largest M&A deal by value was
Burger King completing the acquisition of Tin
Horton for USD 10,915 million.
Read more...
Week in Review, 1st December 2014
The week's largest M&A deal by value was
Attire increasing its offer for Ors Portuguese
assets to USD 0.214 million.
Read more...
Iberia, November 2014
The value of mergers and acquisitions (M&A)
targeting Iberian companies jumped to a new
12-month high in November of EUR 16.185
mllion.
Read more...
North America November 2014
The value of mergers and acquisitions
(M&A) targeting North American companies
advanced 30 per cent to USD 179.314 million
in November.
Read more...
View all reports...
My MBA News M&A News
Zephyr Editorial News
Fg) Perficient to buy Zeon
Technology management frrn Perficient has
agreed to acquire US-based Zeon Solutions
for about USD 35.70 Read more...
Posted on Fri. 19 Dec 2014 15:0353 GMT
Rai, Rogers to buy Arlon
Engineered materials maker Rogers is
acquirrig US-based silicone rubber
technology firm Arlon for USD 157.00
million.... Read more...
Posted on Fri; 19 Dec 2014 14.23:58 GMT
PIN Honeywell sweetens Dover up with
acquisition of Datamax-O'Neil
Florida-based Dover has irked an agreement
to sell its Datamax-O'Neil business to
Honeywell in a deal valued at USD 12.5.00
minion.... Read more...
Postedon Fri, 19 Dec 2014 13:35:43 GMT
Research
ZEW-ZEPHYR M&A Index Germany: M&A
Activity Is Picking up Pace Again
An upward trend in mergers and acquisitions (M&A)
with German participation has recently begun to...
Read more...
DealMarket PE News Digest - issue 166
In the latest edition of DeelMarkeds PE News
Digest, a lock at healthcare M&A, which is... Read
more...
I
Latest Features
Angels tempted by German
recipe and ingredients
retailer in November
Decreased volume of angel
investments in European
companies in November to date
hes not stopped... Read more...
French clothing maker
targeted by angels in
September
So far in September there have
been a total of 21 European
angel investment desks... Read
View el features...
9
8
Pregin Private Equity Spotlight, December
2014
. .
Contact Us
http://www.mandaportal.com/
Asvociatbn of reaterNew York
Search for M&A deal info
ac=iimSearch Zephyr Q
Zephyr is a database of M&A deals and rumours.
Do a free deal search and use yetreredifidebit card
to buy detailed reports.
RIM
Blog
Deal making on course for
a bumper year in 2014
We 'MedFriday today. reportedly
the busiest day it the UK in
December for Christmas parties
But I doubt our M&A deal makers
will be taking their feet off the gas
as we count down towards the
end of 2014.
Read me,..
I
Latest Features
Angels tempted by German
recipe and ingredients
retailer in November
Decreased volume of angel
investments in European
companies in November to date
hes not stopped... Read more...
French clothing maker
targeted by angels in
September
So far in September there have
been a total of 21 European
angel investment desks... Read
View el features...
Contact Us
8
Sign it Register
,c) M&A PORTAL Search:I
Home NI&A Reports Features Events Research Blog Editorial News Contact
What is the M&A Portal'.
The MBA Portal is a resource for anyone interested in VISA Deals intelligence
and information. We host M&A news deal commentary. features and research
papers written by experts acrossthe globe.
M&A Reports
Week in Review, 8th December 2014
The week's largest M&A deal by value was
Burger }Gig completing the acquisition of Tin
Horton for USD 10,915 million.
Read more...
Week in Review, 1st December 2014
The week's largest M&A deal by value was
Altioe increasing its offer for Ors Portuguese
assets to USD 0.214 million.
Read more...
Iberia, November 2014
The value of mergers and acquisitions (M&A)
targeting Iberian companies jumped to a new
12-month high in November of EUR '10.185
Read more...
North America November 2014
The value of mergers and acquisitions
(M&A) targeting North American companies
advanced 30 per cent to USD 179.314 million
in November.
Read more...
View all reports...
My MBA News M&A News
Zephyr Editorial News
rig) Perficient to buy Zeon
ITechnology management frrn Perficient has
agreed to acquire US-based Zeon Solutions
for about USD 35.70 million.... Read more...
Posted on Fri. 19 Dec 2014 15:0353 GMT
Rogers to buy Arlon
Engineered materials maker Rogers is
acquiring US-based silicone rubber
technology firm Arlon for USD 157.00
million.... Read more...
Posted on Fri; 19 Dec 2014 14.23:58 GMT
ik-11 Honeywell sweetens Dover up with
acquisition of Datamax-O'Neil
Florida-based Dover has liked an agreement
to sell its Datamax-O'Neil business to
Honeywell in a deal valued at USD 12.5.00
minion.... Read more...
Posted on Fri, 19 Dec 2014 13:35:43 GMT
Research
ZEVV-ZEPHYR M&A Index Germany: M&A
Activity Is Picking up Pace Again
An upward trend in mergers and acquisitions (M&A)
with German participation has recently begun to...
Read more...
DealMarket PE News Digest - issue 166
In the latest edition of DealMarkeds PE News
Digest, a lock at healthcare M&A, which is... Read
more...
Preqin Private Equity Spotlight, December
2014
. .
http://www.mandaportal.com/
Asvociatbn of creerorNew York
http://www.mandaportal.com/
9

10. 10
9
BUREAU VAN DIJK
zephyr Zephyr Week in Review
Week Commencing 8th December 2014
The following report details
mergers and acquisitions
activity globally during the week
commencing 8th December
2014 using data from the
Zephyr database.
It focuses on deal activity by target company.
Aside from M&A Rumours and Opportunities all
deals were announced or completed during the
week.
Contents
M&A Top Deals 1
M&A Rumours and Opportunities 2
Top Capital Increase by value 3
Private Equity 3
M&A
Top Deal by Value
Burger King completes Tim Hortons
takeover
Target: Tim Hortons Inc.
Value: USD 101,915 million
Completed date: 12th December 2014
Target region: Canada
Target business: Coffee and doughnut retail chain
operator
US fast food giant Burger King Worldwide
completed its previously announced acquisition of
Canadian coffee and doughnut chain Tim Hortons.
As a result of the takeover, a new publicly-listed
entity called Restaurant Brands International has
been created to operate the two iconic brands
and will become the world's third-largest fast
food chain with over 18,000 restaurants in 100
countries and roughly USD 23,000 million in
annual sales.
Number Two Deal by
Value
Merck to buy antibiotics maker Cubist
Target: Cubist Pharmaceuticals Inc.
Value: USD 9,500 million
Announced date: 8th December 2014
Target region: US
Target business: Biopharmaceuticals manufacturer
Merck & Company has agreed to acquire fellow
US drug maker Cubist Pharmaceuticals in a take-
private transaction with an enterprise value of USD
9,500 million. Stockholders in the Massachusetts-
based antibiotics manufacturer will receive
USD 102 per share, representing a 37 per cent
premium to the last closing price. Under terms of
the deal, Cubist has an equity value of USD 8,400
million and Merck will assume USD 1,100 million
of the company's debt.
Page 1 e Zephyr Zephyr is a database of M&A, IPO, private equity and venture capital deals with links to detailed
financial information on companies. For more information visit www7PnhvrrIPalrlata rnm
Contact +44 161 838 9552
Zephyr Editorial: ,nhvn.ditorialebvdinfo corn
You are free to use any data or common.,
from this recot in your a-ticles as long as the
mace is cited as lephyr piblished by BvIr
9
BUREAU VAN DIJK
zephyr Zephyr Week in Review
Week Commencing 8th December 2014
The following report details
mergers and acquisitions
activity globally during the week
commencing 8th December
2014 using data from the
Zephyr database.
It focuses on deal activity by target company.
Aside from M&A Rumours and Opportunities all
deals were announced or completed during the
week.
Contents
M&A Top Deals 1
M&A Rumours and Opportunities 2
Top Capital Increase by value 3
Private Equity 3
M&A
Top Deal by Value
Burger King completes Tim Hortons
takeover
Target: Tim Hortons Inc.
Value: USD 101,915 million
Completed date: 12th December 2014
Target region: Canada
Target business: Coffee and doughnut retail chain
operator
US fast food giant Burger King Worldwide
completed its previously announced acquisition of
Canadian coffee and doughnut chain Tim Hortons.
As a result of the takeover, a new publicly-listed
entity called Restaurant Brands International has
been created to operate the two iconic brands
and will become the world's third-largest fast
food chain with over 18,000 restaurants in 100
countries and roughly USD 23,000 million in
annual sales.
Number Two Deal by
Value
Merck to buy antibiotics maker Cubist
Target: Cubist Pharmaceuticals Inc.
Value: USD 9,500 million
Announced date: 8th December 2014
Target region: US
Target business: Biopharmaceuticals manufacturer
Merck & Company has agreed to acquire fellow
US drug maker Cubist Pharmaceuticals in a take-
private transaction with an enterprise value of USD
9,500 million. Stockholders in the Massachusetts-
based antibiotics manufacturer will receive
USD 102 per share, representing a 37 per cent
premium to the last closing price. Under terms of
the deal, Cubist has an equity value of USD 8,400
million and Merck will assume USD 1,100 million
of the company's debt.
Page 1 e Zephyr Zephyr is a database of M&A, IPO, private equity and venture capital deals with links to detailed
financial information on companies. For more information visit www7PnhvrrIPalrlata rnm
Contact +44 161 838 9552
Zephyr Editorial: ,nhvn.ditorialebvdinfo corn
You are free to use any data or common.,
from this recot in your a-ticles as long as the
mace is cited as lephyr piblished by BvIr
10

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http://www.statista.com/statistics/245977/number-of-munda-deals-in-the-united-states/
11

12. US Announced Advisors by Target Industry Jan 1- Sep 30 2014
RAM Vol 44: M.
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11
THOMSON REUTERS Frst No* Abrnts 2014 I Mergers & Acqutstons I Ftrwoal Advsors
Americas M&A
Americas M&A Increase 67% From First Nine Months 2013 I Energy & Power Volume Drives US Activity I Canadian Activity Rises 35%
Americas Deals Intelligence
Driven by .al making over $5 bion. Americas volume ncreased 07% over totals reached lymph the first nine months
of last year. waxing US$1.7 trilllion in acbvity. from 11.107 enflame. deals. Estimated fees generated fnnot completed
deals in the Americas totaled USS13.8 Unice. an 28.4% increase 'Fr= fees earned date the fist nne moths of last
US Targeted AMA .o posted significant gains, rising 64.6% over announced MBA dtnng the first rine months of 2013.
US-largetel volume accrued a Octal of US$1.3 Sion during the first rine months of 2014. driven by 6.949 teals.
The Energy & Paw sector led the US market tar the first rine moths of 2014. with deal volume tothIng US4233.6
biol. an 18.7% market share. Media & Brtertarenent Paced sexed. ocean US$193.4 billon fw a 15.4% share.
Healthcare rounded cut the top 3 industries. with USS1E0 billion and a 15.1% share of the market.
Mourn., US$145 Men it transaction value. announced Canacian Involvement activity rose by 34.5% over the teas
reached in the same period .t year. Concreted Canadian Invciver.rt also rose to USS125.7 bion from 1,405 deals. a
18.5% increase torn completed ad./taxing the first none months of 2013.
US targets enjoyed the highest average et nhilples worklv.e during the first rine meths of 2014 (15.1x). followed by
Asia es Japan (14.5x). Most industries saw modest increases in multiples compared to the same period .t year. with
the biggest increases wing in Industri..
http://share.thomsonreuters.comtgeneral/PR/MA-3Q14-(E).pdf
Law u.niAssoution or Grre ter Hr. Ton
US Target Announced 1418A Target Industry by Value (US$ bill) Jan 1 - Sep . 2014 US Buysicle Financial Sponsor Activity
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6
THOMSON REUTERS Frst No* AbnIts 2014 I Mergers & Acqutstons I Ftrwoal Advsors
11
Americas M&A
Americas M&A Increase 67% From First Nine Months 2013 I Energy & Power Volume Drives US Activity I Canadian Activity Rises 35%
Americas Deals Intelligence
Driven by .al making over $5 bion. Americas volume ncreased 07% over totals reached thrcugh the first nine months
of last year. waxing US$1.7 trilllion in acbvity. from 11.107 enflame. deals. Estimated fees generated Snot completed
deals in the Americas totaled USS13.8 Unice. an 28.4% increase 'Fr= fees earned date the fist nee moths of last
US Targeted AMA .o posted snrificant gains rising 64.6% over announced AMA dtnng the first rine months of 2013.
US-largetel volume accrued a Octal of US$1.3 Sion during the first rine momths of 2014. driven by 6.949 teals.
The Energy & Paw sector led the US market tar the first rine moths of 2014. with deal volume tothIng US4233.6
biol. an 18.7% market share. Media & Brtertarenent Paced sexed. accang US$193.4 billon fw a 15.4% share.
Healthcare rounded cut the top 3 industries. with USS1E0 billion and a 15.1% store of the market.
Mourn., US$145 Men it transaction value. announced Canacian Involvement activity rose by 34.5% over the teas
reached in the same period .t year. Concreted Canadian Invciver.rt also rose to USS125.7 bion from 1.405 deals. a
18.5% increase torn completed ad./taxing the first nne months of 2013.
US targets enjoyed the highest average et nhilples worklv.e during the first rine meths of 2014 (15.1x). followed by
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US Announced Advisors by Target Industry Jan 1- Sep 30 2014
) Rev
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http://share.thomsonreuters.comtgeneral/PR/MA-3Q14-(E).pdf
Law u.niAssoution or Ginter Hr. Ton
http://share.thomsonreuters.com/general/PR/MA-3Q14-(E).pdf
12

13. 13
12
FACTSET
FLASHWIRE US MONTHLY
Media Questions/Requests
media_request@factset.com
December 2014
This Issue:
US M&A News and Trends
U.S. M&A deal activity decreased in November, going down by
11.9% with 956 announcements compared to 1,085 in October.
However, aggregate M&A spending increased. In November 109.5%
more was spent on deals compared to October.
Over the past 3 months, the sectors that have seen the biggest
increases in M&A deal activity, relative to the same three month
period one year ago, have been: Technology Services (492 vs. 369),
Finance (412 vs. 318), Commercial Services (495 vs. 420), Industrial
Services (136 vs. 87), and Consumer Services (244 vs. 199). 16 of the
21 sectors tracked by FactSet Mergerstat posted relative gains in
deal flow over the last three months compared to the same three
months one year prior.
Over the past 3 months, the sectors that have seen the biggest
declines in M&A deal volume, relative to the same three month
period one year ago have been: Non-Energy Minerals (38 vs. 48),
Electronic Technology (114 vs. 121), Communications (35 vs. 41),
Transportation (55 vs. 60), and Miscellaneous (6 vs. 7). Only five of
the 21 sectors tracked by FactSet Mergerstat posted negative
relative losses in deal flow over the last three months compared to
the same three months one year prior, for a combined loss of 29
deals.
Topping the list of the largest deals announced in November are:
Actavis Plc entering an agreement to acquire Allergan, Inc. for $67.4
billion; Halliburton Co.'s agreement to acquire Baker Hughes, Inc.
for $34.9 billion; Laboratory Corp. of America Holdings deal to
acquire Covance, Inc. for $5.9 billion; Berkshire Hathaway, Inc.
agreeing to acquire Duracell International, Inc. from Procter &
Gamble Co. in exchange for P&G shares currently held by Berkshire
Hathaway, Inc. valued at $4.7 billion; Cargill Inc along with Permira
Advisers LLP offering to acquire Nutreco NV for $3.7 billion.
U.S. private equity activity decreased in November, down 11.1%
from October. There were 104 deals in November compared to 117
in October. However, aggregate base equity increased, up by
115.3% to $27.1 billion from October's $12.6 billion.
Canadian firms were the biggest buyers of U.S. companies in
November. They announced 32 deals for the month, with U.K.
companies in second with 20 deals, followed by Germany, Japan
and France. The largest deal to purchase a U.S. business was
Ireland-based Actavis Plc entering an agreement to acquire
Allergan, Inc. for $67.4 billion. Canadian firms were the biggest
sellers to U.S. firms with 35 deals, followed by the U.K. and
Germany. The largest U.S. deal to acquire of a foreign company was
Cargill Inc along with Permira Advisers LLP offering to acquire
Netherland-based Nutreco NV for $3.7 billion.
The top financial advisors for 2014 based on deal announcements,
are: Goldman Sachs & Co., JPMorgan Chase & Co, Morgan Stanley,
Bank of America Merrill Lynch, and Barclays Plc. The top five
financial advisors, based on the aggregate transaction value of the
deals worked on, are: Goldman Sachs & Co., JPMorgan Chase & Co,
Bank of America Merrill Lynch, Morgan Stanley, and Barclays Plc.
The top legal advisors for 2014 based on deal announcements, are:
Kirkland & Ellis LLP, Jones Day LP, Skadden, Arps, Slate, Meagher &
Flom LLP, Weil, Gotshal & Manges LLP, and Simpson Thacher &
Bartlett LLP. The top five legal advisors, based on the aggregate
transaction value of the deals worked on, are: Skadden, Arps, Slate,
Meagher & Flom LLP, Weil, Gotshal & Manges LLP, Sullivan &
Cromwell LLP, Simpson Thacher & Bartlett LLP, and Wachtel],
Lipton, Rosen & Katz.
2 US Merger
Metrics
2 US Middle
Market Monitor
3 US Sector
Activity & Value
4 Sector Spotlight:
Producer
Manufacturer
5 US Strategic
Buyer Report
5 US Private Equity
Report
6 Top US Advisors
7 Top US Deals
Scoreboard
https://www.factset.corntrnehaerstat ern/monthly/US Flashwire Monthly.pdf
lAw Library Mseciation of reefer New York
12
FACTSET
FLASHWIRE US MONTHLY
Media Questions/Requests
media_request@factset.com
December 2014
This Issue:
US M&A News and Trends
U.S. M&A deal activity decreased in November, going down by
11.9% with 956 announcements compared to 1,085 in October.
However, aggregate M&A spending increased. In November 109.5%
more was spent on deals compared to October.
Over the past 3 months, the sectors that have seen the biggest
increases in M&A deal activity, relative to the same three month
period one year ago, have been: Technology Services (492 vs. 369),
Finance (412 vs. 318), Commercial Services (495 vs. 420), Industrial
Services (136 vs. 87), and Consumer Services (244 vs. 199). 16 of the
21 sectors tracked by FactSet Mergerstat posted relative gains in
deal flow over the last three months compared to the same three
months one year prior.
Over the past 3 months, the sectors that have seen the biggest
declines in M&A deal volume, relative to the same three month
period one year ago have been: Non-Energy Minerals (38 vs. 48),
Electronic Technology (114 vs. 121), Communications (35 vs. 41),
Transportation (55 vs. 60), and Miscellaneous (6 vs. 7). Only five of
the 21 sectors tracked by FactSet Mergerstat posted negative
relative losses in deal flow over the last three months compared to
the same three months one year prior, for a combined loss of 29
deals.
Topping the list of the largest deals announced in November are:
Actavis Plc entering an agreement to acquire Allergan, Inc. for $67.4
billion; Halliburton Co.'s agreement to acquire Baker Hughes, Inc.
for $34.9 billion; Laboratory Corp. of America Holdings deal to
acquire Covance, Inc. for $5.9 billion; Berkshire Hathaway, Inc.
agreeing to acquire Duracell International, Inc. from Procter &
Gamble Co. in exchange for P&G shares currently held by Berkshire
Hathaway, Inc. valued at $4.7 billion; Cargill Inc along with Permira
Advisers LLP offering to acquire Nutreco NV for $3.7 billion.
U.S. private equity activity decreased in November, down 11.1%
from October. There were 104 deals in November compared to 117
in October. However, aggregate base equity increased, up by
115.3% to $27.1 billion from October's $12.6 billion.
Canadian firms were the biggest buyers of U.S. companies in
November. They announced 32 deals for the month, with U.K.
companies in second with 20 deals, followed by Germany, Japan
and France. The largest deal to purchase a U.S. business was
Ireland-based Actavis Plc entering an agreement to acquire
Allergan, Inc. for $67.4 billion. Canadian firms were the biggest
sellers to U.S. firms with 35 deals, followed by the U.K. and
Germany. The largest U.S. deal to acquire of a foreign company was
Cargill Inc along with Permira Advisers LLP offering to acquire
Netherland-based Nutreco NV for $3.7 billion.
The top financial advisors for 2014 based on deal announcements,
are: Goldman Sachs & Co., JPMorgan Chase & Co, Morgan Stanley,
Bank of America Merrill Lynch, and Barclays Plc. The top five
financial advisors, based on the aggregate transaction value of the
deals worked on, are: Goldman Sachs & Co., JPMorgan Chase & Co,
Bank of America Merrill Lynch, Morgan Stanley, and Barclays Plc.
The top legal advisors for 2014 based on deal announcements, are:
Kirkland & Ellis LLP, Jones Day LP, Skadden, Arps, Slate, Meagher &
Flom LLP, Weil, Gotshal & Manges LLP, and Simpson Thacher &
Bartlett LLP. The top five legal advisors, based on the aggregate
transaction value of the deals worked on, are: Skadden, Arps, Slate,
Meagher & Flom LLP, Weil, Gotshal & Manges LLP, Sullivan &
Cromwell LLP, Simpson Thacher & Bartlett LLP, and Wachtel],
Lipton, Rosen & Katz.
2 US Merger
Metrics
2 US Middle
Market Monitor
3 US Sector
Activity & Value
4 Sector Spotlight:
Producer
Manufacturer
5 US Strategic
Buyer Report
5 US Private Equity
Report
6 Top US Advisors
7 Top US Deals
Scoreboard
https://www.factset.corntrnehaerstat ern/monthly/US Flashwire Monthly.pdf
lAw Library Mseciation of reefer New York
https://www.factset.com/mergerstat_em/monthly/US_Flashwire_Monthly.pdf
13

14. Table of Contents
1, Introducton
2. Glob, Market Commentary
4. Glob, Regional Volume
5. Global Aggregate Deal Statistics
6. Global Top Deals
9. Global M8A ActvIty
10, M&A League Tables By Industry
11. Glob, Announced Deals
12. Cross Border Annorced Deals
13, Global Private Equity Amounted Deals
14. North America Announced Deals
18. Leen America Announced Deals
20. EMEA Announced Dears
31. Asia-Payne Announced Deals
39. Disca rrer
For data submissions or queries. please contact:
Contact Phone F. Email
North America Eshani Gupte 41-212-617-5969 01-9174693965 egupte@bloombergnet
EMEA Paula COOk.inan 044-20-3525-8104 044-20-7942-1792 pcookdmanl@bloomberg.net
Asia Pacific Devanshi Desai +61-2-9777-8661 +G1-2-9770-8561 dparekh10@bloornbeng.net
LATAM Fernando Simon +55-11-3048-4619 055-113048-4669 fsimon5@bleornberg.net
General M&A queries may be submitted to: rn-a@bloombem.net
For 24 hour global customer support call
+1 212 318 2000 +44 20 7330 7500 +65 6212 1000
or press the HELP key twice on the BLOOMBERG PROFESSIONAL(R) service.
+81 3 3201 8900
14
13
Bloomberg
Bloomberg 2013 Annual
Mergers and Acquisitions Financial Advisory Rankings
The Bloomberg M. Advisory League Tables are the definitive publication of M. advisory rankings. The tables
represent the top financial and legal advisors across a broad array of deal types. regions. and industry sectors. The
rankings data is comprised of mergers. acquisitions. divestitures. spin-offs. debt-for-equity-swaps. joint ventures.
private placements of common equity and convertible securities. and the cash injection component,
recapitalizations according to Bloomberg standards.
Bloomberg M&A delivers real-time coverage of the M. market from nine countries around the world. We provide a
global perspective and local insight into unique deal structures in various markets through a network of over 800
financial and legal advisory firms, ensu 'Mg an accurate refiectim of key market trends. Our quarterly league table
rankings area leading benchmark for legal and financial advisory performance. and DealSpace & DealBrief
newsletters provide summary highlights of weekly M&A activity and top deal trends.
Visit (NI LEAG CRL <GO>) to download copies of the final release and a full range of market specific league table
results. Type MA <GO> 96 <GO> 82 <GO> to view live rankings.
h ttp://www. bloom berg .com/p rofess iona I/co nte nt/upload s/site,s/2/2014/01/M-an d-A-2013 .pdf
law U., Av.:WI. of Greater New York
Table of Contents
1, Introducton
2. Glob, Market Commentary
4. Glob, Regional Volume
5. Global Aggregate Deal Statistics
6. Global Top Deals
9. Global M8A ActvIty
10, M&A League Tables By Industry
11. Glob, Announced Deals
12. Cross Border Annorced Deals
13, Global Private Equity Amounted Deals
14. North America Announced Deals
18. Leen America Announced Deals
20. EMEA Announced Dears
31. Asia-Payne Announced Deals
39. Disca rrer
For data submissions or queries. please contact:
Contact Phone F. Email
North America Eshani Gupte 41-212-617-5969 01-9174693965 egupte@bloombergnet
EMEA Paula COOk.inan 044-20-3525-8104 044-20-7942-1792 pcookdmanl@bloomberg.net
Asia Pacific Devanshi Desai +61-2-9777-8661 +G1-2-9770-8561 dparekh10@bloornbeng.net
LATAM Fernando Simon +55-11-3048-4619 055-113048-4669 fsimon5@bleornberg.net
General M&A queries may be submitted to: m-a@bloombergnet
For 24 hour global customer support call
+1 212 318 2000 +44 20 7330 7500 +65 6212 1000
or press the HELP key twice on the BLOOMBERG PROFESSIONAL(R) service.
+81 3 3201 8900
Bloomberg
Bloomberg 2013 Annual
Mergers and Acquisitions Financial Advisory Rankings
The Bloomberg M. Advisory League Tables are the definitive publication of M. advisory rankings. The tables
represent the top financial and legal advisors across a broad array of deal types. regions. and industry sectors. The
rankings data is comprised of mergers. acquisitions. divestitures. spin-offs. debt-for-equity-swaps. joint ventures.
private placements of common equity and convertible securities. and the cash injection component,
recapitalizations according to Bloomberg standards.
Bloomberg M&A delivers real-time coverage of the M. market from nine countries around the world. We provide a
global perspective and local insight into unique deal structures in various markets through a network of over 800
financial and legal advisory firms, ensu 'Mg an accurate refiectim of key market trends. Our quarterly league table
rankings area leading benchmark for legal and financial advisory performance. and DealSpace & DealBrief
newsletters provide summary highlights of weekly M&A activity and top deal trends.
Visit (NI LEAG CRL <GO>) to download copies of the final release and a full range of market specific league table
results. Type MA <GO> 96 <GO> 82 <GO> to view live rankings.
13
h ttp://www. bloom berg .com/p rofess iona I/co nte nt/upload s/site,s/2/2014/01/M-an d-A-2013 .pdf
law U., Av.:WI. of Canter New York
http://www.bloomberg.com/professional/content/uploads/sites/2/2014/01/M-and-A-2013.pdf
14

15. 08 '12
15
14
DeaLB%kILIEFtGER8 &ACGUIBTON8 I 'INVESTMENT SANIKING 'PRIVATE EQUITY I HEDGE FUNDS I I.P.0.10FFERIN.
INVESTMENT BANKING I MERGERS & ACQUIS MONS
Mergers Hit a 7-Year High, Propelled by a Series of
Blockbuster Deals
By ABEL MEL J. DE LA NIERCED JUNE 30, 20158:13 PM
MERGERS AND ACQUISITIONS
Quarterly activity
$1.5 trilion
1 Occnrnent
Market share, 2nd qtr. 2014
Rest of world Lin ,cd $tate5
V338. bill on 5449 billion
59% 41%
Worldwide deals by industry, through 2nd quarter 2014, in billions
{`.able Oil and Health care equipment Nonteskiential
Pharmaceuticals I gas and supplies rra estate
$164 S-137—
4Z
Mr-OD Mel indutAnDS: $825 bulk
Si
I I
Food and Asset Other Telecommunications Condrudion
beverages management real estate services materials
2014 through 2nd quarter worldwide mergers and acquisitions
Tia $177 (Mon
The New York Times
Emoit
S T,a re
IF Tweet
111 Save
Deal makers have been thinking big this year.
Buoyed by some of the biggest deals in recent memory, 2014 has so
far been the kind of year that bankers and lawyers have been
awaiting for some time.
'People are willing to make bigger bets on transactions than they
were two years ago.," said Stephen Arcano, a partner at the law firm
Skadden, Arps, Slate, Meagher & Flom.
http://dealbook.nytimes.com/2014/06/30/propelled-by-a-series-of-bbxkbuster-deals-mergers-hit-a-7-
Vear-highr?
08 '12
DeaLB%kILIEFtGER8 &ACGUIBTON8 I 'INVESTMENT SANIKING 'PRIVATE EQUITY I HEDGE FUNDS I I.P.0.10FFERIN.
INVESTMENT BANKING I MERGERS & ACQUIS MONS
Mergers Hit a 7-Year High, Propelled by a Series of
Blockbuster Deals
14
By ABEL MEL J. DE LA NIERCED JUNE 30, 20158:13 PM
MERGERS AND ACQUISITIONS
Quarterly activity
$1.5 ninon
1 Occnrnent
Market share, 2nd qtr. 2014
Rest of .71C1 Un,cdi$tates
$638 bill on 5449 billion
59% 41%
Worldwide deals by industry, through 2nd quarter 2014, in billions
{`.able Oil and Health care equipment Nonresidential
Pharmaceuticals I gas and supplies real estate
Ei-1-6-4 S-137— '---81 M '-7 WS -Wrill
_ $6, _7
'' t"
Ma
-1
Mr- CO Met intiArkt: $828 bulk
I 1— I
Food and Asset Other Telecommunications Construction
beverages management real estate services materials
2014 through 2nd quarter worldwide mergers and acquisitions
Tia $177 (Mon
The New York Times
Emsit
awe,
IF Tweet
l Save
Deal makers have been thinking big this year.
Buoyed by some of the biggest deals in recent memory, 2014 has so
far been the kind of year that bankers and lawyers have been
awaiting for some time.
'People are willing to make bigger bets on transactions than they
were two years ago," said Stephen Arcano, a partner at the law firm
Skadden, Arps, Slate, Meagher & Flom.
http://dealbook.nytimes.com/2014/06/30/propelled-by-a-series-of-bbxkbuster-deals-mergers-hit-a-7-
Vear-highr?
http://dealbook.nytimes.com/2014/06/30/propelled-by-a-series-of-blockbuster-deals-mergers-hit-a-7-
year-high/?_r=0
15

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Often Aren't
it I .r SCHMANI2
Few companies recognize that it's not the number
of hours their people worldhat determines the
value they create, but rather the energy they Ming
to the hours they work, writes Tony Schwarla in
the Life@Work column.. eo.on
Year pay,
early investor, pulled off one of the largest initial public slack
offerings in the biotechnology sector...L...
Fed' Delay of Parts of Volcker
Of In. In Rule Is Another Victory for
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came jest days after Congress passed
legislation that gulled a regulation that
foamed on derivatives.nammtE
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Caesars Entertainment Operating
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▪ er
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, „. Bond Issues From Rausia and
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prominent creditors, indnding
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•titinumnitimm3 i. Weighs In on
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aaamoomo.o With Oil Falling, Howard Marks Says
cti Ig PSI
nnintin Oaktree May Shed Some Caution
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doubt among other investors, and ies starting to see
flan..
101=1:
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=zoo Regulators Explain 'Too Big to Fail' Decision
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15
Whistle-Blow
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Payouts Approach
$170 Million in Bank
of America Case
6th martini
The whistle-blowers are
collecting payments equal to at
perceM to t7 percent of specific
portions of thefateral
government's $16.65 billion
...non I in an in in
Why the 'Best Places to Work'
Often Aren't
it I .r SCHMANI2
Few companies recognize that it's not the number
of hours their people worldhat determines the
value they create, but rather the energy they Ming
to the hours they work, writes Tony Schwarla in
the Life@Work column.. eo am
;=11
11 i
Ell g el
Sacks (nart-U'alid lab
iowaviaisI us- I -.sous I uuti I ssa I eons I
uh— Raw.
4.6% +143% —6.5%
T4, s=m
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early investor, pulled off one of the largest initial public slack
offerings in the biotechnology sector...L...
Inng news nnn try nen en d.
Fed' Delay of Parts of Volcker
.,.u.. wan RuleIs Another Victory for
Banks
The halm' win en the Vokker Ride
came jest days after Congress passed
legislation that gulled a regulation that
1,11foamed on derivatives.nammtE
del...tam. pronto:I Imo
waiwatusimii maws
don. dn. navy P. Ono
11. N. et tr.
Caesars Unit Takes a Step
Toward Chapter 11
Caesars Entertainment Operating
Company, which owns or manages m
casinos and resprts lathe United
Slates, will also split into several
new compaies....“..
r
or,•:‘, „. Bond Issues From Rausia and
, Lam. 11-1EMAIL Ecuador Serve as Cautionary
Tales for Junk-Rated Debt
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Hint: The New York Time's master of
all words amoss and. .. : r
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no ma- Insider trading is defined by
IGEIM common law and tiding a use into that thicket can be problermli
James 0. Stewart writes lathe Common sense column for The New
Yoh Times.
aaamoomo.o With Oil Falling, Howard Marks Sayscti ig PSI
lemmas amm Oaktree May Shed Some Caution
Oaldree Capital likes to lake advalage of disamy and
doubt among other investors, and ies starting to see
SOMENEADNow
▪ er
=zoo Regulators Explain 'Too Big to Fail' Decision
nutio on MetLife
The Financial Staility Oversight Council saidit
II'
I — I
16

17. 17
16
Mergers Acquisitions
Related Topics: MARKETS HOME DEALS BANKRUPTCY IPOS PRIVATE CAPITAL MORE TOPIC
PRESS DIGEST- Financial Times - Dec 22
Dec 22 - The following are the top stories in the Financial Times. Reuters has not verified these
stories and does not vouch for their accuracy.
CONTINUE READING
PRESS DIGEST- British Business - Dec 22
The following are the top stories on the business pages of British newspapers. Reuters has not verified these stories
and does not vouch for their accuracy.
Currencies, Regulatory News, Markets, Stocks, Earnings 7' 1 gprn 357
Mexico competition watchdog signs off on ATTs lusacell buy
MEXICO CITY, Dec 21 - Mexico's competition regulator on Sunday approved ATT Inc's $1.7 billion purchase of
local cellphone company lusacell, with unspecified conditions, a statement said.
Stocks. Regulatory News, Markets. Telecommuncations Services 7:02pm EST
XL Group secures Catlin takeover-paper
LONDON, Dec 21 - Insurance and reinsurance company XL Group has finalised a 2.53 billion pound ($3.95 billion)
takeover of Catlin Group Ltd, operator of the biggest syndicate in the Lloyd's of London insurance market, the
Sunday Times reported, citing a source close to XL.
Markets, Stocks, Financials 8:33arn EST
Capital hike, asset sales to fill gap at Monte Paschi -chairman
VIENNA. Dec 21 - Italian lender Monte deb Paschi di Siena expects to complete its planned capital increase by July
and can use divestments to help plug a hole in its balance sheet, Chairman Alessandro Profumo told an Austrian
newspaper.
Regulatory News, Markets, Sends, Mutual Fund Center, Stocks, Earnings, Financials 3-00am EST
Fear factor fades as global MA hits seven-year high
LONDON, Dec 21 - Chief executives got their deal-making confidence back in 2014, emboldened by a clearer
http://www.reuters.00m/finance/deals/mergers
Mergers Acquisitions
Related Topics: MARKETS HOME DEALS BANKRUPTCY IPOS PRIVATE CAPITAL MORE TOPICS,
PRESS DIGEST- Financial Times - Dec 22
Dec 22 - The following are the top stories in the Financial Times. Reuters has not verified these
stories and does not vouch for their accuracy.
CONTINUE READING
PRESS DIGEST- British Business - Dec 22
The following are the top stories on the business pages of British newspapers. Reuters has not verified these stories
and does not vouch for their accuracy.
Currencies, Regulatory News. Markets. Stocks, Earnings 7:18pm EST
Mexico competition watchdog signs off on ATTs lusacell buy
MEXICO CITY, Dec 21- Mexico's competition regulator on Sunday approved ATT Inc's $1.7 billion purchase of
local cellphone company lusacell, with unspecified conditions, a statement said.
Stocks. Regulator/ News. Markets, Telecommuncations Services 7:02pm EST
XL Group secures Catlin takeover-paper
LONDON, Dec 21 - Insurance and reinsurance company XL Group has finalised a 2.53 billion pound (33.95 billion)
takeover of Cam Group Ltd, operator of the biggest syndicate in the Lloyd's of London insurance market. the
Sunday Times reported, citing a source dose to XL.
Ma , Stocks. Financials 8:33am EST
Capital hike, asset sales to fill gap at Monte Paschi -chairman
VIENNA Dec 21 - Italian lender Monte deb Paschi di Siena expects to complete its planned capital increase by July
and can use divestments to help plug a hole in its balance sheet, Chairman Alessandro Profumo told an Austrian
newspaper.
Regulatory News. Markets. Bonds. Mutual Fund Center, Stocks, Earnings, Financials 3:00am EST
Fear factor fades as global MA hits seven-year high
LONDON, Dec 21 - Chief executives got their deal-making confidence back in 2014, emboldened by a clearer
http://www.reuters.00m/finance/deals/mergers
16
Lew uaary0.44.on of Croato, Now York
http://www.reuters.com/finance/deals/mergers
17

18. loin Us
- Join Our Committee
- Join Our Section
- Join The ABA
Leadership
Chair:
Morton, Mark
Vice-Chairs:
Chu, Wilson
Flaum, Keith
Muller, Jennifer
Committee Roster
Subcommittees and Task
Forces (dick [t] for listing)
E Sub Committees
Programs, Meetings and Events
Committee Events
Annual Meeting of the Business
Law Section
September 11, 2014 - September
18
17
Mergers and Acquisitions Committee
Committee Update
American Bar Association Business Law Section
Mergers and Acquisitions Committee
Where the World's Leading Dealmakers Aleeln
The program materials for a number of the Chicago
Committee meetings and for the plenary meeting of the
Committee on Saturday have been posted on the Programs
Subcommittee web page, which you can access by clicking
the Programs Subcommittee link below or by CLICKING
HERE.
Welcome to the first-ever Business Law Section Annual Meeting in
Chicago. The current edition of Deal Points, which was recently e-
mailed to most but not neccesarily all (due to a server overload),
Committee Members, and which can also be accessed by
CLICKING HERE, contains the schedule for meetings of
subcommittees and task forces as well as other information for
participants. In addition to reports from our various task forces
and subcommittees and the Chicago meeting schedule and dial-
ins, this issue contains articles on Communications Challenges in
the Valeant/Pershing Square bid for Allergan and a commentary
on disparate treatment of bidders after the Chen v. Howard-
Anderson case. Note especially the new format for Deaf Points that
has been developed by Eric Klinger-Wilensky and his team of
editors.
Are you up on case law that affects your practice? The MA
Lawyers Library includes links to the Annual Surveys of MA
a,., Fr, ftia r,. e` cco.ran enNe-le 1-ko f h In arat. r f lk
http://apps.americanbar.org/dch/committee.cfm?com=CL560000
utraq Asso.ationd rooter New Yoe%
loin Us
- Join Our Committee
- Join Our Section
- Join The ABA
Leadership
Chair:
Morton, Mark
Vice-Chairs:
Chu, Wilson
Flaum, Keith
Muller, Jennifer
Committee Roster
Subcommittees and Task
Forces (dick [t] for listing)
E Sub Committees
Programs, Meetings and Events
Committee Events
Annual Meeting of the Business
Law Section
September 11, 2014 - September
Mergers and Acquisitions Committee
17
Committee Update
American Bar Association Business Law Section
Mergers and Acquisitions Committee
Where the World's Leading Dealmakers Aleeln
The program materials for a number of the Chicago
Committee meetings and for the plenary meeting of the
Committee on Saturday have been posted on the Programs
Subcommittee web page, which you can access by clicking
the Programs Subcommittee link below or by CLICKING
HERE.
Welcome to the first-ever Business Law Section Annual Meeting in
Chicago. The current edition of Deal Points, which was recently e-
mailed to most but not neccesarily all (due to a server overload),
Committee Members, and which can also be accessed by
CLICKING HERE, contains the schedule for meetings of
subcommittees and task forces as well as other information for
participants. In addition to reports from our various task forces
and subcommittees and the Chicago meeting schedule and dial-
ins, this issue contains articles on Communications Challenges in
the Valeant/Pershing Square bid for Allergan and a commentary
on disparate treatment of bidders after the Chen v. Howard-
Anderson case. Note especially the new format for Deaf Points that
has been developed by Eric Klinger-Wilensky and his team of
editors.
Are you up on case law that affects your practice? The MA
Lawyers Library includes links to the Annual Surveys of MA
a,., Fr, ftia r,. e` cco.ran enNe-le 1-ko f h In arat. r f lk
http://apps.americanbar.org/dch/committee.cfm?com=CL560000
utraq Asso.ationd rooter New Yoe%
http://apps.americanbar.org/dch/committee.cfm?com=CL560000
18

19. liIElcor4 M.*. ,
Rusinr, lawtirrrirvn COMMUNITY EXPERIENCE
19
18
Mergers and Acquisitions:
Market Trends Subcommittee
Coenniittee Projects
Our subcommittee activity is designed to create high-quality
product offerings that serve as essential resources to MA
professionals including die following projects: (i) Annual Deal Point
Studies, (analyze broad sample of transactions arid publish studies
with critical statistical information); (ii) Annual Published Studies
(additional analysis of 2904 Deal Points Study, publicipublic
acquisitions, private/private acquisitions, international
transactions); (iii) MA Market Check Message Board (post
questions, canvass the market, etc.); (iv) Dealmaker's Chat Room
(observe/participate in live mock negotiations of critical provisions
of acquisition agreement, discuss judicial and regulatory
developments that impact deal-making, etc., with edited
transcripts to provide publication opportunities); (v) local Counsel
911 for MA Lawyers (online resource with state-law issue
comparison applicable to MA. deals as a first resort resource for
structuring and executing multi-jurisdictional deals). Deal Points
Studies (Available only to members of the Market Trends
Subcommittee of the Mergers and Acquisitions Committee - Click
here to join - No additional charge for current ABA Section of
Business Law members.)
• 2013 Private Target 14A Deal Points Study '21
PROJECT CO-CHAIRS.
• Wilson Chu, KL Gates LLP, Dallas
• Jessica Pearlman, KL Gates LLP, Seattle
• 2013 Strategic Buyer/Public Target MBA Deal Points Study '2
PROJECT CHAIR:
• Hal 1. Leibowitz, Wilmer Cutler Pickering Hale and Dorr LLP,
Boston
• 2013 Canadian Public Target MA Deal Points Study '74
PROJECT CHAIR:
• Cameron M. Rusaw, Davies Ward Phillips Vineberg LLP
PROJECT VICE-CHAIR:
• Tina M. Woodside, Gowling Lafleur Henderson LLP
• 2013 European Private Target MBA Deal Points Study '2
PROJECT CHAIR:
• Reid Feldman, Kramer Levin Naftalis Frankel LLP, Paris
Join Us
- Join Our Committee
- Join Our Section
- Join The ABA
Leadership
Sub-Committee Chair:
Leibc-...-itz, Hal
Sub-Committee Vice-Chair:
Menden, Craig
Committee Roster
Fleeting MisterialS
Change of Recommendation Developments
Thomson Reuters Mar'ket Trends (For Spring
meeting — Les Vegas)
Termination Fee Triggers (excerpts from
Puree Company Merger Agreement)
The Proressionai share arder
Representative (sits) Ill
nouiinan-Lokey 201L market. Review
more
Listserve
In order to send a message to the
listserve, send a message to the email
address below. You must be a member of
the Committee to successfully send a
http://apps.americanbar.orgtdch/oommittee.cfm?com=CL560003
law Upry As, loon Greater New York
liIElcor4 M.*. ,
Rusinr, lawtirrrirvn COMMUNITY EXPERIENCE
Mergers and Acquisitions:
Market Trends Subcommittee
18
Coenniittee Projects
Our subcommittee activity is designed to create high-quality
product offerings that serve as essential resources to MA
professionals including die following projects: (i) Annual Deal Point
Studies, (analyze broad sample of transactions arid publish studies
with critical statistical information); (ii) Annual Published Studies
(additional analysis of 2904 Deal Points Study, publicipublic
acquisitions, private/private acquisitions, international
transactions); (iii) MA Market Check Message Board (post
questions, canvass the market, etc.); (iv) Dealmaker's Chat Room
(observe/participate in live mock negotiations of critical provisions
of acquisition agreement, discuss judicial and regulatory
developments that impact deal-making, etc., with edited
transcripts to provide publication opportunities); (v) local Counsel
911 for MA Lawyers (online resource with state-law issue
comparison applicable to MA. deals as a first resort resource for
structuring and executing multi-jurisdictional deals). Deal Points
Studies (Available only to members of the Market Trends
Subcommittee of the Mergers and Acquisitions Committee - Click
here to join - No additional charge for current ABA Section of
Business Law members.)
• 2013 Private Target 14A Deal Points Study '21
PROJECT CO-CHAIRS.
• Wilson Chu, KL Gates LLP, Dallas
• Jessica Pearlman, KL Gates LLP, Seattle
• 2013 Strategic Buyer/Public Target MBA Deal Points Study '2
PROJECT CHAIR:
• Hal 1. Leibowitz, Wilmer Cutler Pickering Hale and Dorr LLP,
Boston
• 2013 Canadian Public Target MA Deal Points Study '74
PROJECT CHAIR:
• Cameron M. Rusaw, Davies Ward Phillips Vineberg LLP
PROJECT VICE-CHAIR:
• Tina M. Woodside, Gowling Lafleur Henderson LLP
• 2013 European Private Target MBA Deal Points Study '2
PROJECT CHAIR:
• Reid Feldman, Kramer Levin Naftalis Frankel LLP, Paris
Join Us
- Join Our Committee
- Join Our Section
- Join The ABA
Leadership
Sub-Committee Chair:
Leibc-...-itz, Hal
Sub-Committee Vice-Chair:
Menden, Craig
Committee Roster
Fleeting MisterialS
Change of Recommendation Developments
Thomson Reuters Mar'ket Trends (For Spring
meeting — Les Vegas)
Termination Fee Triggers (excerpts from
Puree Company Merger Agreement)
The Proressionai share arder
Representative (sits) Ill
nouiinan-Lokey 201L market. Review
more
Listserve
In order to send a message to the
listserve, send a message to the email
address below. You must be a member of
the Committee to successfully send a
http://apps.americanbar.orgtdch/oommittee.cfm?com=CL560003
law Upry As.... of Greater New York
http://apps.americanbar.org/dch/committee.cfm?com=CL560003
19

20. Home Bibliographies Guides Mergers,
Acquisitions and Joint Ventures
Business Reference Pages VFind in go
Wall Street, 1847
by Aug Kollner ; from lith. by
Deroy ; Verrnitye Co
(Library of Congress).
Reproduction number: LC-
USZC4-2461
SCOPE OF THIS GUIDE
SEC FILINGS
s Laws
s Filings (Descriptions and
Sources)
GENERAL RESOURCES
s Dictionaries, Directories.
Guides, Handbooks
s Textbooks
s Journals
s Transaction Data
INTERNET RESOURCES
s General
s Government
s Articles/Web Guides
SUBSCRIPTION DATABASES
SUBJECT HEADINGS
Good collection of various resources for MA as reminders
20
19
The Library of Congress » Researchers
Business Reference Services SCIENCE, TECHNOLOGY
BUSINESS DIVISION
Mergers Acquisitions, and Joint Ventures
May 2003
Reviewed and updated July 2013
Compiled by Ellen Terrell
Business Reference Services
Library of Congress
SCOPE OF THIS GUIDE
I have chosen to focus on deals in the United States — though many of
these sources do cover international deals. As for sources for SEC filings,
I have only included a few that are more well known both paid and free.
Also, there is much information on mergers, acquisitions, and joint
ventures that I have not included. I have focused on the more technical
sources dealing with specific information, so such things as management
of corporate change and other sociological aspects have not been
included.
For a variety of reasons, many of the sources will not necessarily have all
of the information on a deal that is desired.
s First, if the information is not required to be filed with any regulators
because the deal involves companies that are private, information may
or may not be available. The SEC briefly describes its role at
http://www.sec.govianswersimergers.htm.
s Second, filing requirements in non-US countries are quite different, so
information that is available on a deal in the United States may not
necessarily be available for deals in other countries.
s Lastly, companies often only reveal the information that they are
required to for regulatory or strategic purposes.
One final comment, many of the sources — especially the electronic
transaction data sources — are subscription based and quite expensive.
While much of the data in such subscription resources (insofar as it relates
to public companies), may also be in required public filings, it forms part of
a much larger document. The paid sources offer versatility in search
parameters and downloading that make these services desirable and
expensive.
SECURITIES Sr EXCHANGE COMMISSION FILINGS
htto://www.loc.govirribusinessimergers/mergers.html
Wall Street, 1847
by Aug Kollner ; from lith. by
Deroy ; Verrnitye Co
(Library of Congress).
Reproduction number: LC-
USZC4-2461
SCOPE OF THIS GUIDE
SEC FILINGS
s Laws
s Filings (Descriptions and
Sources)
GENERAL RESOURCES
s Dictionaries, Directories.
Guides, Handbooks
s Textbooks
s Journals
s Transaction Data
INTERNET RESOURCES
s General
s Government
s Articles/Web Guides
SUBSCRIPTION DATABASES
SUBJECT HEADINGS
The Library of Congress » Researchers
Business Reference Services SCIENCE, TECHNOLOGY
BUSINESS DIVISION
Home Bibliographies Guides Mergers,
Acquisitions and Joint Ventures
Business Reference Pages VFind in go
Mergers Acquisitions, and Joint Ventures
May 2003
Reviewed and updated July 2013
Compiled by Ellen Terrell
Business Reference Services
Library of Congress
SCOPE OF THIS GUIDE
I have chosen to focus on deals in the United States — though many of
these sources do cover international deals. As for sources for SEC filings,
I have only included a few that are more well known both paid and free.
Also, there is much information on mergers, acquisitions, and joint
ventures that I have not included. I have focused on the more technical
sources dealing with specific information, so such things as management
of corporate change and other sociological aspects have not been
included.
For a variety of reasons, many of the sources will not necessarily have all
of the information on a deal that is desired.
s First, if the information is not required to be filed with any regulators
because the deal involves companies that are private, information may
or may not be available. The SEC briefly describes its role at
http://www.sec.govianswersimergers.htm.
s Second, filing requirements in non-US countries are quite different, so
information that is available on a deal in the United States may not
necessarily be available for deals in other countries.
s Lastly, companies often only reveal the information that they are
required to for regulatory or strategic purposes.
One final comment, many of the sources — especially the electronic
transaction data sources — are subscription based and quite expensive.
While much of the data in such subscription resources (insofar as it relates
to public companies), may also be in required public filings, it forms part of
a much larger document. The paid sources offer versatility in search
parameters and downloading that make these services desirable and
expensive.
SECURITIES Sr EXCHANGE COMMISSION FILINGS
19
Good collection of various resources for MA as reminders
htto://www.loc.govirribusinessimergers/mergers.html
Good collection of various resources for MA as reminders
http://www.loc.gov/rr/business/mergers/mergers.html
20

21. 21
20
Library MA Resources at C L M, Pt. 1
Using the Resources of Practical Law
C L M Print Collection
Finding background information, forms, laws, regulations for MA
Emily Moog
Law Librarian
Library MA Resources at C L M, Pt. 1
Using the Resources of Practical Law
C L M Print Collection
Finding background information, forms, laws, regulations for MA
Emily Moog
Law Librarian
20
Library MA Resources at C L M, Pt. 1
Using the Resources of Practical Law
C L M Print Collection
Finding background information, forms, laws, regulations for MA
Emily Moog
Law Librarian
21

22. Carter Ledt•ard Milburn LLP has firm wide access and a flat rate to Practical Law
PLC doesn't have copyright issues ....you can send any PLC documents to clients....
What practice areas CL M subscribes to....
• Bankruptcy
• Capital Markets Securities
• Corporate and MA
• Employee Benefits Executive Compensation
• Finance
• Labor Employment
Quick Links on Practical Law
Practice Notes... PLC feature that lists topics to familiarize you with terms of your practice
area...for Public M A, topics will include tender offers, Disclosure Schedules: Mergers and
Acquisitions, Proxy Contests, Registration Statement: Form S-4 and Business Combinations,
Public Mergers Disclosure: Overview. ...For Public Mergers Overview, you have introductory
texts with links to sections with links regarding Securities Laws Applicable to Public Mergers,
Preliminary Documents...maintained by PLC staff of attorneys
Standard Documents....features Merger Agreement Pro Seller, Certificate of Merger for
Delaware and New York, all can be exported into Word for easier Editing: Drafting Notes is a
Key Feature as it gives strategic advice between every clause
Toolkits...Gateway to all of PLC features, found under Resources, that leads you to Standard
Documents and Clauses, Practice Notes and Checklists . For Corporate M A, a useful Toolkit
would be Signing and Closing MA Transactions Toolkit.... a brief summary of what must be
done by counsel before signing closing is followed by links to Standard Documents and
Clauses (including Officer's Certificate: Mergers Acquisitions) .
What's Market .... Public Merger Agreements, Search summaries of recent agreements and
compares provisions across multiple transactions, access precedents, creates custom trend reports
and links directly to the underlying agreements for an instant snapshot of market practice. You can
search for type of filings, provisions within filings then compare....
Keep in mind that on Practical Law, you can also search foreign law by clicking on Jurisdiction.
For Example, by choosing Canada, you can choose such M A topics as Public mergers and
acquisitions: overview and Private company acquisitions
22
Carter Ledyard Milburn LLP has firm wide access and 0 flat rate to Practical Law
PLC doesn't have copyright issues ....you can send any PLC documents to clients....
What practice areas CL M subscribes to....
• Bankruptcy
• Capital Markets Securities
• Corporate and MA
• Employee Benefits Executive Compensation
• Finance
• Labor Employment
Quick Links on Practical Law
Practice Notes... PLC feature that lists topics to familiarize you with terms of your practice
area...for Public M A, topics will include tender offers, Disclosure Schedules: Mergers and
Acquisitions, Proxy Contests, Registration Statement: Form S-4 and Business Combinations,
Public Mergers Disclosure: Overview. ...For Public Mergers Overview, you have introductory
texts with links to sections with links regarding Securities Laws Applicable to Public Mergers,
Preliminary Documents...maintained by PLC staff of attorneys
Standard Documents....features Merger Agreement Pro Seller, Certificate of Merger for
Delaware and New York, all can be exported into Word for easier Editing: Drafting Notes is a
Key Feature as it gives strategic advice between every clause
Toolkits...Gateway to all of PLC features, found under Resources, that leads you to Standard
Documents and Clauses, Practice Notes and Checklists . For Corporate M A, a useful Toolkit
would be Signing and Closing MA Transactions Toolkit.... a brief summary of what must be
done by counsel before signing closing is followed by links to Standard Documents and
Clauses (including Officer's Certificate: Mergers Acquisitions) .
What's Market .... Public Merger Agreements, Search summaries of recent agreements and
compares provisions across multiple transactions, access precedents, creates custom trend reports
and links directly to the underlying agreements for an instant snapshot of market practice. You can
search for type of filings, provisions within filings then compare....
Keep in mind that on Practical Law, you can also search foreign law by clicking on Jurisdiction.
For Example, by choosing Canada, you can choose such M A topics as Public mergers and
acquisitions: overview and Private company acquisitions
Law Library Association of Greater New York, P.O. Box 5296 New York, NY 10185-5296
22

23. 23
CORPORATE SECURITIES
p clic Poler4‘510 - Stma.tskla 4S0 f4itaiXottoo
amid MIA 1
Corporals and MA
ilosoons4
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kuP/Ifirif% WinsVIOS en*
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%.41,Wit40,t4N
ert„ir NsillkeZrO ii10111.41S Mee um loan
! Vries 1 Upli,s1
M 4.1O, [*furs.
Our Corporate Securities service covers key aspects of your corporate, MA and
securities law practice including:
• Corporate Governance
and Continuous
Disclosure
• Registered Offerings
• Unregistered Offerings
- Non-US Issuers • Private MA
Market Regulation • Public MA
- Corporations - Private Equity
• Limited Liability • Joint Ventures
Companies
AT'S MARKET: CORPuRATE SECURIT'Ej
As part of your Corporate Securities subscription, search several What's Market
databases so you can review precedents, create custom trend reports and access links
to the underlying documents for:
• Public merger • Underwriting • Follow-on equity
agreements agreements offerings
•Private acquisition • Initial public offerings
agreements
12
CORPORATE SECURITIES
p clic PolOg41'9 AMIE. tUttamirkla 4-44e-lire41.14446 t444
amid MIA 1
Corporals and MA
actical Lao. ad L* -
aril
MAKE lwarkm
444t
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4
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*Watts r1iAM 444 Itkira11,40.11,
en* cry, N 4.4inilMr114 ilitg 111.41k Mee um loan
%:e1e41,40,t4e,i ,111
Lit.
! Vrter 1 Upti,ril
Our Corporate Securities service covers key aspects of your corporate, MA and
securities law practice including:
• Corporate Governance
and Continuous
Disclosure
• Registered Offerings
• Unregistered Offerings
- Non-US Issuers • Private MA
- Market Regulation • Public MA
- Corporations • Private Equity
• Limited Liability • Joint Ventures
Companies
AT'S MARKET: CORPuRATE SECURIT'Ej
As part of your Corporate Securities subscription, search several What's Market
databases so you can review precedents, create custom trend reports and access links
to the underlying documents for:
• Public merger • Underwriting • Follow-on equity
agreements agreements offerings
•Private acquisition • Initial public offerings
agreements
12
23

24. www.pli.edu 1800.260.4PLI
Firm Wide Flat Rate Access
ALL practice areas covered by PLI available
ONLY recent (past 12 months) coursebooks available
Great for getting CLE credit.... and keeping up on changes in Corporate Law....
Accessing PLI Handbooks.....
----Go to On Demand....list of all programs available (can be narrowed by such topics as Corporate
Finance, Corporate Governance, or Mergers Acquisitions).....
----Click on Program ...which include titles such as Acquiring or Selling the Privately Held Company
2014 Doing Deals 2014: The Art of MA Transactional Practice, Hot Topics in Mergers
Acquisitions, Mergers
---Launch Program....
---Click on Continue to the Program...you can view slides, lecture topics, course materials, Faculty bios...
---Click on Course Materials ... where you can read, print, download chapters
Will send all attendees this short Welcome guide, but here's the rather complicated link
http://www.pli.edu/emktg/Welcomeguide.pdf?t=AGN3 8PMW1utm source=8PMW1utm medium=
illLutm campaign=AGN3
And, finally, we have a dedicated PLI Account Manager to troubleshoot, take suggestions, or further
guide you....
24
www.pli.edu 1800.260.4PLI
Firm Wide Flat Rate Access
ALL practice areas covered by PLI available
ONLY recent (past 12 months) coursebooks available
Great for getting CLE credit.... and keeping up on changes in Corporate Law....
Accessing PLI Handbooks.....
----Go to On Demand....list of all programs available (can be narrowed by such topics as Corporate
Finance, Corporate Governance, or Mergers Acquisitions).....
----Click on Program ...which include titles such as Acquiring or Selling the Privately Held Company
2014 Doing Deals 2014: The Art of MA Transactional Practice, Hot Topics in Mergers
Acquisitions, Mergers
---Launch Program....
---Click on Continue to the Program...you can view slides, lecture topics, course materials, Faculty bios...
---Click on Course Materials ... where you can read, print, download chapters
Will send all attendees this short Welcome guide, but here's the rather complicated link
http://www.pli.edu/emktg/Welcomeguide.pdf?t=AGN3 8PMW1utm source=8PMW1utm medium=
illLutm campaign=AGN3
And, finally, we have a dedicated PLI Account Manager to troubleshoot, take suggestions, or further
guide you....
24