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摘要和目录：

Global M&A Overview

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M&A and Capital Markets Activity in Global Fund Management, First Half 2008
As the credit crunch mushroomed into resurgent inflation and a global bear market for
equities, the resulting storm rocked asset managers and financial technology firms,
although few have yet suffered as much as subprime-shipwrecked banks. Transaction
activity in both sectors understandably cooled from recent torrid levels. Current market
conditions are weakening, but not erasing, buyer interest in the asset management industry,
which investors continue to appreciate more than other financial services. And the ranks
of sellers will swell as a number of bloodied conglomerates, clinging to the frayed end of
their decimated balance sheets, auction off their fund management operations.
•
Prices for privately held fund managers have followed their quoted counterparts
downward, cheering opportunistic buyers. But more draconian discounts on
performance-based earnings explain the widening range of multiples paid. Quotes
for traditional asset-based management fee revenues are steady, and multiples spent
for asset managers remain higher than those offered for banks and brokerages.
•
Financial buyers, primary catalysts in last year’s record deal flow, still seek asset
management targets. Lacking leverage, they now rely on cash flow for the returns
their limited partners expect, and the fund management industry’s margins—even
in bad years, thick by most standards—are appealing. But their ability to drive
prices northward, as they did a year ago, has been curtailed sharply.
•
More sellers with less negotiating leverage will enter the market. Bumpy bourses have
convinced sellers without immediate liquidity needs to head for the sidelines. Capitalexhausted
banks forced to sell their asset management subsidiaries will replace them.
The resulting transactions will further separate manufacturing from distribution within
the global fund management industry. Most of these deals will be trade sales; fund
manager flotations remain few and far between in an uncertain market.
•
Realignment themes continue to support transaction activity, as slipping markets
and rising inflation accelerate ongoing changes in the industry’s clients, products, and
distribution systems. Buyer interest in alternative asset managers has ballooned, as
firms scramble for non-correlated investments designed to deliver absolute returns.
And cross-border transactions keep shaping deal flow, as investment firms redouble
efforts to tap expanding pools of assets in Asia and the Middle East.
•
Financial technology deal flow also has receded, as sell-side buyers wrestled with
writedowns. Buy-side players, the new guardians of liquidity, drive transactions in key
subsectors, including asset servicing, payment processing and market data delivery.
Prices for financial technology companies remained somewhat insulated from the
havoc wreaked on shares of securities brokerage and exchange firms.

Table of Contents

Executive Summary............................................................................................................................3
Introduction: The Bear Is Back ............................................................................................................4
Overview: Transaction Activity for 1H2008..........................................................................................5
Pricing: A Complicated Calculus..........................................................................................................9
Disposals and Divestiture: From Credit Chaos, Opportunity .............................................................14
Strategic Catalysts: Convergence and Globalization.........................................................................17
Financial Technology: Transaction Activity........................................................................................23
Securities Exchanges and Brokerage Firms: Transaction Activity.....................................................26
Conclusion........................................................................................................................................28
Appendix...........................................................................................................................................30
Important Disclosures.......................................................................................................................33
Table of Exhibits
Exhibit 1: Performance of Major Capital Markets Benchmarks and Financial Sector Indices, 1H2008.......4
Exhibit 2: Historical Transaction Activity Involving Asset Management Targets..................................6
Exhibit 3: AUM Acquired in Asset Management Transactions Worldwide...........................................6
Exhibit 4: Recent Fund Management IPOs .........................................................................................7
Exhibit 5: Selected US Financial Services SPACs Issued, 2007-08 ...................................................8
Exhibit 6: Disclosed Deal Value by Acquirer........................................................................................8
Exhibit 7: Jefferies Putnam Lovell Global Asset Management Index Performance .............................9
Exhibit 8: Average Historical P/E Ratios of Quoted Fund Managers Worldwide ...............................10
Exhibit 9: Stock Performance of the Largest Quoted Fund Managers Worldwide, 1H2008 ..............11
Exhibit 10: Average Historical P/E Ratios of Quoted Fund Managers, Traditional vs Alternative......12
Exhibit 11: Pricing as Multiples of Run-Rate EBITDA: Trade-Sale versus Public Markets................12
Exhibit 12: Pricing as Multiples of Run-Rate EBITDA: Trade Sales, Traditional versus Alternative ..13
Exhibit 13: Recent Capital Raising by Banks, 2007-08 .....................................................................14
Exhibit 14: Estimated Multiples for Captive Asset Managers in the United States, 1H2008..............15
Exhibit 15: Estimated Multiples for Captive Asset Managers in Europe, 1H2008..............................16
Exhibit 16: Global Assets Under Management by Ownership of Fund Manager...............................17
Exhibit 17: Historical Transaction Activity Among Asset Management Targets by Acquirer .............17
Exhibit 18: Historical Transaction Activity Involving Alternative Asset Management Firms ...............18
Exhibit 19: Largest Alternative Asset Manager Acquisitions by Acquired AUM, 1H2008 ..................18
Exhibit 20: Post-Acquisition AUM Growth of Selected Hedge Fund/FOHF Managers ......................19
Exhibit 21: Cross-Border Transactions in Asset Management ..........................................................21
page 2 Jefferies Putnam Lovell Strategic Analysis AUGUST 2008
Exhibit 22: Cross-Border Transactions in Asset Management by Location .......................................21
Exhibit 23: Acquisitions of US Financial Technology Firms...............................................................23
Exhibit 24: Median Multiples for the Jefferies Putnam Lovell Securities and
Financial Technology Indices and Subindices................................................................................24
Exhibit 25: Selected Payment Processing Acquisitions, 1H2008 ......................................................26
Exhibit 26: Performance Metrics for the Jefferies Putnam Lovell Securities and
Financial Technology Indices and Subindices................................................................................27
Exhibit 27: Largest Asset Management Transactions by Acquired AUM, 1H2008 ............................30
Exhibit 28: Largest Asset Management Transactions by Disclosed Deal Value, 1H2008 .................30
Exhibit 29: Largest Mutual Fund Transactions by Acquired AUM, 1H2008.......................................30
Exhibit 30: Largest Institutional Transactions by Acquired AUM, 1H2008.........................................31
Exhibit 31: Largest Cross-Border Transactions by Acquired AUM, 1H2008......................................31
Exhibit 32: Largest Financial Investments in Asset Managers by Acquired AUM, 1H2008 ...............31
Exhibit 33: Largest Private Client Transactions by Acquired AUM, 1H2008......................................32
Exhibit 34: All-Time Largest Asset Management Transactions by Acquired AUM ............................32
Exhibit 35: All-Time Largest Asset Management Transactions by Disclosed Deal Value .................32

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