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Panel, Conference Presentation

The M&A Outlook

Market Outlook and Volume Projections for 2016

  • Panelists unanimously forecast a "strong" 2016 M&A year, though none expect it to surpass the record volume of 2015.
  • The EY Capital Conference Barometer predicts 2016 deal volume with a 90%+ historical correlation to actual market performance.
  • Strategic activity is expected to accelerate in the second half of 2016 as Q1/Q2 financing conditions normalize.
  • 75% of surveyed companies intend to pursue globalization, with 50% planning an acquisition within the next 12 months.
  • A shift is noted from pure M&A toward "M-A-N-A" (Mergers, Acquisitions, and Alliances) to preserve optionality amid digital disruption.

Cross-Border and Regional Trends

  • Cross-border M&A currently accounts for 45% of total volume, a significant increase from the historical average of 30%.
  • China is driving 25% of all cross-border deals, primarily outbound flows into Europe and the US.
  • Non-US activism campaigns have risen approximately 30% globally, contrasting with flat activity in the US.
  • Hostile takeover attempts increased by roughly 70% year-over-year, with a similar 40% rise noted by Deutsche Bank.
  • Emerging markets and specific buyout segments remain "frothy" or quiet due to valuation misalignments and financing constraints.

Activism: Evolution and Impact

  • Activism is characterized as a "permanent feature" of the US boardroom rather than a cyclical spike, though growth rates are leveling off due to exhausted "low-hanging fruit."
  • Activist hedge funds manage approximately $130 billion in investable assets, with over 550 campaigns executed last year.
  • Activist performance has underperformed the broader market by over 20% in the last 12 months, challenging the narrative of consistent alpha generation.
  • A "reluctivist" trend is emerging where traditional institutional investors (e.g., T. Rowe Price, CalPERS) act as vocal shareholders alongside dedicated activists.
  • Approximately 40% of companies targeted by activists eventually engage in an M&A transaction.
  • Global expansion of activism is expected in Europe, Japan, and China, though the legal and structural forms will differ from US models.

Financing, Private Equity, and Dry Powder

  • Private equity firms hold roughly $675 billion to $700 billion in "dry powder" needing deployment.
  • Financial sponsors are monetizing assets at a 3-to-1 rate relative to new acquisitions, indicating a net seller stance.
  • Traditional LBOs represent only 5% of total market volume, while financial sponsors account for 25% of broader market activity.
  • The Federal Reserve's financing caps (roughly six times EBITDA) are tempering the buyout market, particularly in slower-growth sectors.
  • A "dead zone" exists for slow-to-no-growth businesses (historically 8x–9x multiples) as leverage economics no longer support traditional returns.
  • More than 40% equity is currently required in high-multiple deals (>10x), complicating returns in a low-growth environment.

Sector-Specific Dynamics: Technology and Disruption

  • Tech M&A is driven by "panic" regarding rapid technology cycles, leading to strategic alliances and minority investments rather than sole-control bets.
  • Five major tech companies hold approximately $500 billion in offshore cash, providing immense capacity for acquisitions.
  • Non-tech companies are doubling or tripling their investment in tech firms over the last five years to combat sector disruption.
  • Jennifer Nason notes that while tech will be active, lower-growth sectors (consumer products, industrials, life sciences) may see higher consolidation.
  • Distress in the oil and gas sector has not materialized as broadly as anticipated; capital markets have largely bailed out major integrated companies.
  • Major tech giants (Apple, Microsoft, IBM) face flat or declining organic growth, creating pressure to acquire assets to drive top-line expansion.

Regulatory and Geopolitical Environment

  • Antitrust scrutiny is intensifying globally, contributing to the cancellation of major transactions like Halliburton-Baker Hughes and Electrolux-GE Appliances.
  • CFIUS reviews of Chinese-related businesses are increasing, creating uncertainty for cross-border deals.
  • Regulatory uncertainty from the 2016 US election and potential Brexit is viewed as a distraction rather than a deal-breaker by most panelists.
  • Healthcare faces specific risks regarding potential changes in reimbursement protocols.
  • The SEC registration requirements for sponsors are viewed as a nuisance but ultimately beneficial for industry discipline.

IPO Market and Exit Strategies

  • The IPO market has been stagnant, with the pipeline tilted heavily toward sell-side transactions in the past 12 months.
  • Only companies with proven positive cash flow are currently considered viable for immediate IPOs.
  • Approximately 60–70 tech companies remain in the IPO backlog, though success depends on recalibrating valuation expectations.
  • Private Equity LPs show no immediate urgency for exits; the industry has historically achieved a 3-to-1 distribution-to-draw ratio.
  • Public offerings are increasingly viewed by PE firms as a temporary milestone to facilitate future sales rather than a final exit.

Forward-Looking Themes for 2016

  • Paul Stefanik: Highlights regional bank consolidation in the US as an under-discussed opportunity due to fragmentation and cost-saving potential.
  • John Donoghue: Predicts continued focus on long-term compounding in the buyout space, with limited activity in pharma due to inversion tax changes.
  • Robin Rankin: Warns that a surge in "adjacent" (non-strategic) deals could signal the market has peaked, necessitating caution.
  • Steve Kruskis: Identifies China as the dominant thematic driver for both outbound deals and domestic SOE reorganization.
  • Jennifer Nason: Cites "disruption" as the primary catalyst, predicting a mix of successful asset acquisition and failed bets as companies race to position for technological shifts.