1. and welcome you to our webcast: M&A Market Review welcome you to our webcast: M&A Market Review

2. Introduction Moderator: Mary Kathleen Flynn senior editor The Deal LLC

3. Expert Panel Mark Brady global head of M&A William Blair & Co. LLC

4. Expert Panel Richard Lawson managing director Huntsman Gay Global Capital LLC

5. Expert Panel John Jones Jr. partner Pepper Hamilton LLP

6. Expert Panel Martyn Curragh U.S. transaction services leader PricewaterhouseCoopers

7.  Favorable fundamentals led to strong M&A activity in first-half 2011, followed by decline in Q3 run rate  Relatively modest increase in deal volume  Significant increase in deal value

8.  Megadeal activity fueled by corporate or strategic acquirers  Increase in deal size driven by PE buyers  Corporate divestitures continue to be key component of dealflow

9. 369 Average deal value 340 242229233 301 $ Millions Source: Thomson Reuters/PricewaterhouseCoopers

10. Deal volume Source: Thomson Reuters/PricewaterhouseCoopers 11,368 12,069 10,072 8,0988,6848,739

11. Pressures coming to bear on M&A  Continuing economic downturn  Private equity fundraising cycle  Supply vs. demand  Debt markets

12. Trends in M&A  Vendor due diligence (quality-of-earnings reports, environmental reports)  Third-party commercial due diligence

13. AUDIENCE POLL QUESTION How will M&A activity in 2012 compare to 2011? A) A slightly higher level of activity B) A slightly lower level of activity C) A large increase in activity D) A large decrease in activity E) The level will remain largely the same

14.  Due to tightening of lending markets in second-half 2011, buyers are finding they can’t find financing  Some buyers are walking away because prices are too high, particularly in light of return objectives Reasons many auctions are failing

15.  Well-capitalized companies secure financing  Significant cash reserves  Credit increasingly more available More strategic deals vs. private equity

16.  Excess of cash on balance sheets of strategics  Significant capital overhang—nearly half-a-trillion dollars Two major reasons for dramatic upward pricing trend

17. Lower midmarket vs. upper midmarket

18. AUDIENCE POLLING QUESTION What sector will see the greatest level of activity in 2012? A) Healthcare B) Energy C) Technology D) Real estate E) Consumer and retail F) Industrials G) Other

19. Sector spotlight: Healthcare most-active sectors  Long-term care  Medical devices  Hospital and pharma  Physician practices

21. Deficit reduction plan and its effect on M&A

22. The impact of 2012 elections on M&A

23. Near-term outlook

24. AUDIENCE Q&A

25. THE DEAL WEBCAST SERIES Upcoming Event Brought to you by The Deal LLC and Conway MacKenzie, this complimentary event, “Bankruptcy and Restructuring Outlook,”on Thursday, Nov. 3, at 2 p.m. ET looks at the biggest trends in the sector. The discussion will include experts Harvey Miller of Weil Gotshal, co-founder of Conway MacKenzie Don MacKenzie and Tiffany Kosch of HIG Capital.

26. and thank you for joining our webcast.