Deal Advisory Insights

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Deals market: Resilience, innovative structuring and measured optimism

The UK’s corporate finance and M&A landscape in 2025 was defined by resilience, adaptability and a renewed sense of opportunity.  There was a rebound in activity with rising deal values in the second half of 2025.

Our Deals team completed on 257 deals with a disclosable value of £10.9 billion. We’re proud to be ranked as No1 Financial Due Diligence provider (Mergermarket 2025) and No1 Financial Adviser (Factset 2025).

Private equity deals accounted for over 61% of our deal volume, but we were also encouraged by the increase in activity on the capital markets. You can find out more about our predictions for private equity in 2026 and our Capital markets forecast.


Measured optimism despite geopolitical headwinds

Uncertainty has become a defining feature of the market. Significant Budget announcements, shifting tariff regimes, and global economic headwinds have made investors and dealmakers more cautious. Investment committees have responded with increased scrutiny, particularly in the face of US tariff issues and the broader macroeconomic volatility. Despite the challenges in 2025, there is a sense of measured optimism for 2026, with interest rates appearing more stable and falling and a reset of growth expectations. We are expecting the strongest year for capital markets and M&A since 2021.


Trends continuing into 2026

Private equity: bolt-ons and innovative structures

Private equity remains a key driver of deal activity. The prevalence of bolt-on acquisitions, where PE houses enhance portfolio value by acquiring complementary businesses, has continued. Continuation vehicles and innovative deal structures designed to mitigate risk and reward performance have also become more common.

The unpredictability of the market has led to innovative approaches. Flexible capital and other pragmatic solutions are being deployed to address distressed situations and maintain deal flow. Direct lending has become more prominent, and our debt advisory services have seen a notable uptick reflecting those evolving client needs.


Sector performance and regional dynamics

Although overall deal volumes contracted in 2025, several sectors continued to deliver strong deal activity by volume. Financial Services, Healthcare, Life Sciences Pharma & Biotech, Professional and Business Services and Technology, Media and Telecommunications, all maintained robust levels of activity. Our Manufacturing and Engineering deals have also doubled in a busy market.

Regionally, the Midlands and Scotland have been particularly active with M&A activity supported by a trend towards smaller deals and bolt-on acquisitions for private equity platforms. Organic growth remains challenging, making strategic acquisitions an attractive route for expansion.


Debt advisory

In response to suppressed deal volumes, lenders are working hard to differentiate themselves, secure deal flow and protect their incumbent positions. They are offering additional flexibility around terms and structure. Direct lenders have noticeably tightened on pricing.

We are increasingly being approached by sponsors seeking to take advantage of the borrower-friendly market conditions by amending existing debt facilities to optimise capital structures in portfolio companies. These processes are an interesting test of lender behaviour and lenders are reacting positively to even the implicit threat of a refinancing. In these instances, a debt advisor can benchmark any proposal to market and prepare papers that rationalise the position so lenders can effectively ‘copy and paste’ into their credit papers.

The range of debt structuring options continues to expand as direct lenders follow varied strategies to deliver risk-weighted returns. This is particularly relevant in more stressed/stretched situations, where unsupportive lenders can be refinanced by funds who can price the risk differently and offer innovative solutions.


Deal preparation, diligence and integration

Thorough deal preparation and robust diligence remain critical. Buyers and investors are demanding and scrutinising strategies on cyber security, AI and ESG. As has always been the case, early engagement with M&A teams and due diligence, debt and integration specialists is key. Together, they can plan for a transaction by addressing potential challenges and supporting value drivers.

Actionable recommendations, including entry into new markets and international expansion, are now standard from Day 1 in effective post-deal integration and value preservation.

Immediate post-deal operational activity, such as 100-day plans and management team readiness, has become the norm. Due diligence teams are increasingly being asked to contribute actionable recommendations.


The 100 - day plan

In a market where deal value needs to be delivered quickly, the 100-day plan has become a pre-deal, rather than post-deal, discipline. The most successful buyers use it as a mechanism through which diligence findings are translated into operational choices and priorities through the first 100 days. Done well, the 100-day plan becomes the bridge between valuation and execution – it defines clear ownership, priorities, and timelines. It also defines measurable outcomes and supports quick wins.


Deal preparation – a wider perspective:

There is more appetite for Commercial Due Diligence (CDD) early in the deal process, particularly from buyers. The purpose is to test the robustness of the specific markets the target operates in or tries to address, understand the positioning of the target, the sustainability of its differentiation as well as defining potential opportunities. There is also demand for a spectrum of early-stage scopes, ranging from red-flag sprints to delivering full scope CDD. We are also being asked to kick off sell-side CDD at ever earlier stages. This is so our findings can feed into and sense-check management plans prior to finalisation and diligence.


Tax considerations and value preservation

Tax asset valuation has grown in importance. Buyers are more willing to attribute value to tax losses if sellers can demonstrate their usability. This trend is particularly relevant for mid-market deals, where revised FRS 102 has had a notable impact.

The changes to Inheritance Tax (IHT) were hotly discussed in 2025. There were changes to allowances for Agricultural Property Relief and Business Property Relief in December 2025 so there is some uncertainty around long term government policy. IHT could feature prominently in transaction discussions in 2026.


Cybersecurity: Resilience is value

Cybersecurity is a value driver in the 2026 deal landscape.  Key issues include:

Due Diligence depth

Buyers now carry out more thorough technical reviews, concentrating on data lineage, model reliability and clear warranty coverage for technology and intellectual property.

Regulatory drivers

The implementation of the EU's NIS2 Directive and Cyber Resilience Act (CRA), effective January 2026, is driving more compliance-related acquisitions, especially within the OT and IoT sectors.

Identity

Identity management now key to central management of AI and important in securing AI going forward. Effective management of non-human identified will drive future value.

 

ESG governance and regulatory developments

ESG remains a key value driver and risk factor in deals even though there was a temporary decline in focus due to market conditions. Upcoming UK legislation is expected to reignite ESG discussions and requirements. Private equity scrutiny of ESG remains high. Integrated ESG, FDD, and tax diligence continues to be performed on select deals. Buyers and investors expect robust ESG strategies and data as part of exit and investment processes.


International inbound activity

International inbound deals, particularly from the US  and APAC, have increased, contributing to the overall strength of the UK market.

Conclusion and key takeaways for 2026

The UK deals market in 2025 has shown remarkable resilience and adaptability in the face of geopolitical and economic challenges. As we look to 2026, businesses should prioritise early preparation, rigorous diligence and granular 100-day plans to capitalise on emerging opportunities. For a deeper dive into sector trends, market dynamics, and specialist insights, scroll down to our Deal Matrix and Sector Insights sections.

Looking ahead, several key themes are set to shape the market:

  • Private equity will remain a driving force, with bolt-on acquisitions and innovative deal structures at the forefront. 
  • We expect the borrower friendly debt market conditions to continue as direct lending funds remain under pressure to deploy capital and lenders push hard to differentiate themselves to secure flow and retain incumbent positions.
  • Conflicts and their impact on inflation, interest rates, supply chains and confidence, tend to make M&A more challenging. In our experience, this backdrop is likely to exacerbate the bifurcation of the market where the some assets are in demand and command higher prices.

Despite recent volatility, ESG remains a critical lever for dealmakers, with high ESG maturity often signalling superior asset quality.

Deal Matrix

2025 Sector Snapshots

Discover our comprehensive guide to the 2025 trends and shifts in M&A activity in key economic sectors. You can find out more about emerging market opportunities, trends, and predictions for 2025, including our PE trends for 2026.

55 deals

73% Private equity involved deals

2025 review

The UK M&A market in Tech & Media told a now familiar story of deal volumes being muted by macro-economic uncertainty but of values underpinned by competition for a small number of "must have" assets. Early in the year, many deals did not get to market as buyers digested interest-rate volatility and geopolitical risks and got to grips with a lack of organic growth. Private equity used dry powder selectively and we saw an increase in the use of continuity funds for exits. 

What makes a "must-have" asset? Everyone loves category-defining technology, mission critical software, solutions that dominate markets, and unique data and insights. They all are driving sticky revenue, and some parts of the market, flat is the new growth. There is also demand for businesses that are using AI to augment service delivery and mitigate rising costs. 

If you have a "must have" asset, how do you get the best deal done? You need great management information, a 'data cube' that evidences the value drivers, the right investors, a tight sale process and a comprehensive vendor diligence pack. You will also need stamina and resilience to deal with the intensive diligence and scrutiny prevalent in soft market conditions.

2026 outlook

We are optimistic about 2026. We expect both deal count and values to rise as post-budget clarity, lower interest rates, government department spending flowing through to the mid-market, improved liquidity, and continued AI spend, unlocks transactions. We expect more carve-outs, cross-border strategic buys especially in enterprise software and continued PE backed consolidation in services.

2026 looks set to be more active, driven by AI adoption and strategic consolidation but tempered by tight valuation competition.

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28 deals

25% Private equity involved deals

UK real estate deal volumes grew in a year of cautious optimism shaped by wider economic and geopolitical events; activity remained selective, alignment in pricing expectations improved liquidity and financing became more workable.

Living, retail, datacentres, healthcare and other operational real estate asset classes featured prominently alongside pockets of renewed momentum in prime offices and industrial.

Inbound investment remained a defining feature of the UK real estate deal market. Overseas capital made up 42% of investment in UK real estate in 2025 (according to MSCI), with broadly half of that from the US, emphasising the UK’s global appeal to real estate investors.

We expect a measured uplift in volumes and returns in 2026. Execution opportunities will be concentrated in high-quality assets, repricing-led situations and operational asset classes with growth or turnaround potential.

Read our full sector insights evaluating 2025 and looking forward into 2026.

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24 deals

50% Private equity involved deals

Strategic deal activity in financial services was focused on scale, capability and technology. Macroeconomic and geopolitical uncertainties made the market was less buoyant compared to 2024. Overall deal value is expected to be lower than 2024, but the last quarter of 2025 saw renewed interest following regulatory reviews and improved market sentiment. Mid-market financial services businesses’ stable earnings made them attractive to investors.

Wealth management and independent financial advisor (IFA) activity was robust with significant investments from US private equity firms like Lee Equity. The insurance intermediary sector saw active buy-and-build strategies although deal volume dropped by approximately 35%. Notable deals included Gallagher/Assured Partners and Aviva/Direct Line. Banking and specialty finance activity increased as highlighted by the Shawbrook and Klarna IPOs.

Looking to 2026, the market is optimistic despite ongoing geopolitical uncertainties. Wealth management is expected to drive M&A with consolidators actively seeking acquisitions. FinTech will undergo rebalancing with more takeovers expected. Private equity dry powder will drive deal flow and corporate disposals will continue. We expect a busy year with incumbents returning and the sector adapting to constant change.

Read our full sector insights evaluating 2025 and looking forward into 2026.

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39 deals

62% Private equity involved deals

2025 review

The Manufacturing & Engineering sector demonstrated resilience despite rising costs, labour shortages and geopolitical tensions. We advised on approximately 60 deals across engineering, packaging and infrastructure services. Despite muted business confidence and reduced recruitment intentions, M&A activity remained robust. This was driven by substantial private equity interest and overseas corporates. Corporate carve-outs were prevalent as companies streamlined operations and enhanced shareholder value.

Key themes influencing M&A decisions were innovation, industrial automation and sustainability. The packaging sector saw heightened new product activity; Sabert Corporation acquired Colpac to enhance sustainable packaging solutions. Industrial automation gained traction as a solution to labour shortages and supply chain insecurity with substantial deals in cyber security following the JLR cyber-attack incident. Sustainability was integral to deals with acquisitions like GenAir and Monodraught focusing on low-emission and energy-efficient solutions.

2026 outlook

M&A activity is expected to remain strong driven by interest in industrial automation, compliance and cyber-security. Energy costs and renewables will keep sustainability at the forefront, alongside digital transformation and AI applications. European defence spending is expected to rise significantly attracting overseas investors to the UK market. Private equity involvement is expected to continue, with scrutiny on deal processes at an all-time high.

Read our full sector insights evaluating 2025 and looking forward into 2026.

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37 deals 

49% Private equity involved deals

2025 review

The UK life sciences and healthcare sector showed resilience despite wider economic and regulatory uncertainties. Financing rebounded sharply with UK biopharma companies attracting significant early-year investment. There was government support for life sciences-focused funds and innovation, especially in precision medicine and advanced therapeutics. 

Shifting M&A Dynamics 

M&A volumes remained steady with 37 deals completed but the mix of activity changed. Pharma and life sciences were dominant, but investors pivoted toward services and technology-driven segments. Strategic acquisitions dominated the landscape with established players seeking complementary capabilities in drug development, diagnostics and clinical services rather than making riskier bets on early-stage biotech platforms. 

High-Activity Sub-sectors 

Several areas stood out for robust deal flow: 

  • Biopharma & oncology: Strong funding and targeted acquisitions reflecting continued appetite for innovative therapeutics 
  • Diagnostics and clinical-trial services: Consolidation accelerated as companies expand testing, trial-support, and laboratory infrastructure
  • Healthcare IT and social care: Digital health, remote monitoring, and care-provision platforms accounted for a growing share of transactions.

2026 outlook

Regulatory uncertainty and shifting global capital flows remain obstacles, particularly for early-stage biotech firms seeking scale. Nevertheless, the UK’s blend of scientific strength, government backing and active strategic buyers positions the sector for continued growth. The emerging picture is one of consolidation, infrastructure build-out and increasingly integrated models linking therapeutics, diagnostics and care delivery.

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18 deals

83% Private equity involved deals

2025 review

The UK consumer and leisure M&A market was subdued by various macroeconomic factors. Consumer confidence remained weak with reduced discretionary spending. Together with increased operating costs this reduced deal activity and sector valuations. Cautious investors delayed transactions until market conditions improved.

New US tariffs complicated the landscape for international brands by affecting supply chains and compressing margins. This postponed transactions as businesses recalibrated strategies in response to changing trade policies. Strategic acquirers took the lead in this environment, focusing on consolidation and market expansion as per Flight Centre’s acquisition of Iglu. Meanwhile, private equity remained cautious due to uncertain valuations and macroeconomic headwinds.

Resilient sub-sectors like health, wellness and pet care that offer stable growth prospects attracted private equity interest. The leisure and hospitality sector showed cautious momentum driven by renewed consumer interest in experiences, particularly in travel and tourism.

Uncertain consumer sentiment has meant more thorough due diligence and strategic planning to address valuation gaps. This has led to extended deal timelines. Looking ahead, the UK consumer sector M&A market will continue to be shaped by these same dynamics. Investors and acquirers will need to consider the evolving conditions and seek opportunities in resilient assets.

Read our full sector insights evaluating 2025 and looking forward into 2026.

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23 deals 

74% Private equity involved deals

2026 outlook

We predicted significant PE investment into the sector during 2025, which has proved to be the case. PE firms are attracted to the sector’s resilience, growth prospects, and consolidation potential. This should continue as new entrants back ‘platform’ assets, and those with existing investments deploy capital via bolt-on acquisition activity.

International expansion: Consolidation over the last 18-24 months has tended to focus on UK assets acquiring or merging with other UK companies to add scale, access to new sectors/services or regional expansion. We anticipate UK-based PS firms looking overseas for new markets. Firms will be able to access new, faster growing geographies to support overall growth across the group/firm. 

Digital transformation & AI: We expect PS firms to continue their digital transformation journey, particularly with respect to the use of AI. The firms further along their AI & machine learning journey should start to reap the benefits through improved profit margins and likely reduced hiring demands at the junior grades.

Interest rates on downwards trajectory: The Bank of England reduced the base rate four times in 2025, and economists are predicting further cuts during 2026. Lower borrowing costs will make transactions leveraged by variable debt instruments more attractive and provide a stimulus for M&A activity.

Impact of accounting standard changes on deals: The FRS102 changes finally come into effect from 1st January 2026 for several companies. Buyers and investors assessing valuations will need to take this into consideration, particularly where historical, current or forecast EBITDA is adjusted in line with the new standards.

ESG remains an important factor: Despite geopolitical changes, it is clear that the vast majority of companies, and the people employed by those companies, view ESG positively. We believe Professional Services firms that have a clear ESG-agenda will thrive during 2026, in terms of attracting investment and talent. There is also growth in Professional Services firms delivering advisory services on ESG, carbon transition, sustainable business models, and impact measurement.

Read our full sector insights evaluating 2025 and looking forward into 2026.

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2025 review

A combination of factors made it another challenging year for UK renewable energy M&A activity. The grid reform process heightened uncertainty for buyers in the project development market. The listed investment trusts are still unable to raise new equity capital due to share price discounts to NAV, leaving a significant buyer pool out of the M&A market. Supply chain costs and high interest rates added to the challenges facing projects in development and construction and the valuation of operational projects. The growing political influence and power of net zero sceptics in the UK has led investors to question political support for renewables beyond 2030.

2026 outlook

There are positive signs for 2026. Despite the challenging conditions, overseas investors continue to enter the UK market, some for the first time. Grid reform should finally bring certainty for selected projects and drive a short-term boost to transaction activity. This will affect both fundraisings and M&A as developers respond and project financing becomes more time critical. We will see some developer business models become unviable and more distress as lending arrangements become stressed. There was already more distress in 2025. We expect more consolidations and “take privates” of listed funds.

Notwithstanding political changes, long-term demand will remain as renewable energy is cheaper and cleaner than gas, oil and coal and the better longer-term bet for investors.

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7 deals

43% Private equity involved deals

2025 review

The Building Products & Services sector saw strong deal activity. The ambition to increase housebuilding and deliver infrastructure continues to underpin demand for materials and services. The drive towards sustainability and safety has been spurring interest in renewables and compliance services providers.

Private equity grew its share of deals, with notable hotspots in fire safety and compliance. Recent examples include;

Meanwhile, corporates have been sharpening portfolios. Genuit Group added Davidson Holdings and Monodraught to deepen its sustainable water and climate offer. Allegion acquired Brisant Secure and UAP, strengthening its UK security hardware position. Corporates also exited non-core assets. Grafton Group sold MFP to Wienerberger and Hill & Smith sold Parking Facilities to Stretton Investments, creating more streamlined and focused businesses.

2026 outlook

There are a wide range of government programmes and regulated spend that will underpin demand for deals. These include the drive to build 1.5m homes, the ten-year infrastructure strategy, the net zero transition as well as commitments to more and better-quality schools, hospitals, prisons and transport infrastructure.

You can request a copy of our Building Products & Services trends and outlook report.

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3 deals

The most significant event has been global economic uncertainty driving an astonishing increase in gold and silver prices. This increased the valuations of companies that have significant reserves of these minerals.

Despite continued political unrest in oil producing regions, oil prices have fallen back with no significant recovery expected in 2026. The sector appears to have become more “investable” over the last year with consolidation in the North Sea creating a small number of “super” mid-sized producers developing.

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5 deals

40% Private equity involved deals

Logistics:

Activity in the logistics sector has shown resilience with a total of 71 UK deals. It has been driven by larger players to build scale, enhance capabilities, and streamlining operations to reduce costs.

We expect M&A activity to increase due to a more stable environment in 2026. The appetite will be for strategic acquisitions targeting growth, technological advancement and digital integration, sustainability, and e-commerce. The need for smart supply chain technologies, such as AI, automation and data analytics, means firms already advanced in these systems are targets. Improving financial conditions should improve buyer confidence and pressure on PE to deploy cash will lead to more PE deals, particularly to support buy and build strategies.

Overseas investors consider the UK a strategic hub within Europe and are often willing to pay a premium for UK assets. There are challenges for trading around changing regulations, labour shortages, and rising operational costs. We continue to work with high quality businesses that demonstrate resilience, adaptability, and operational value creation. They will be highly sought-after targets that will drive strong valuations.

Shipping:

From a shipping and maritime perspective, despite unprecedented levels of disruption and global uncertainty, there have been record levels of international M&A activity. Major shipping companies are engaging in corporate acquisitions alongside vessel sale and purchase activity. Maritime businesses are adopting new technologies and are continuing to diversify operations.

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