50 deals

Read our detailed article about the 2023 deal-making environment for TMT and what we expect for 2024. In this article, we talk about the trends we anticipate and transformations that will shape the financial strategies of technology companies. From the impact of AI's unpredictable trajectory to the role of data as the 'picks and shovels' of AI, this article offers valuable insights for anyone navigating the TMT corporate finance landscape.  

Read the full article here

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33 deals

In 2023, the Life Sciences &  Healthcare team worked on 17 deals with a disclosed value of £0.6bn. Many of the deals involved private equity firms with the key drivers of activity being:

• Biotechnology, as investors sought out those businesses focused on the treatment of rare diseases and gene therapy or those with technological differentiation or superior clinical profiles compared to the standard of care;
• Niche products, as investors looked for high growth, high cash generation business in need of operational improvement;
• Pharma Services, in particular CROs and CDMOs with differentiated capabilities; and
• Carve-outs of consumer health and over-the-counter brands.

Due to market and regulatory uncertainty combined with lower availability (or higher cost) of capital, deals took longer and came under more scrutiny. This resulted in a rise in earnout mechanisms, reduction in pro forma EBITDA calculations and some minority investing. Supply chain security was also a focus given global political and economic events, with inflation in salaries, raw materials and energy impacting on margins.

We expect investors to continue to focus on biotech in 2024, but the high cost of capital and uncertainty over technologies may cause investors to adopt more creative deal structures, such as licensing agreements and joint ventures. 

There appears to be plenty of private equity dry powder which should support deal flow. Following on from 2023, we expect particular focus to continue to be on the pharma services sector, including CROs CDMOs, and carve-outs of consumer health and over-the-counter brands. 

Technological developments, especially around AI, will continue to drive the pace and reliability of drug discovery, which is expected to have a positive trickle-down impact on the market as a whole. In 2024, a number of larger MedComms agencies are expected to come to market, the big question being who will jump first? 

We anticipate that buy and build will still be a key theme for growth with investors. However, we expect this to be more considered than in previous years and centred around already high performing platforms with the aim of margin accretion rather than pure top line growth.

Overall, we anticipate that the  sector is poised for continued growth and innovation in the coming years.

Find more information on the health and social care sector here 

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34 deals

The fallout and ill-effects from the much-maligned “Mini-Budget” extended well into 2023 with both FS deal volume and values adversely impacted. 

However, the year was very much a tale of two halves with the top half of the market grinding to a near halt as debt markets became challenging and sponsor-driven platform investment and secondary activity became ever-increasingly difficult to execute. 

Conversely, mid-market FS activity has remained buoyant as the factors that make such businesses attractive to investors have not changed, despite such market uncertainty.  

Looking at specific subsectors:

• Wealth & IFA buy-and-build strategies continued their momentum, notably in the UK and Irish markets, backed by more readily available and pre-agreed acquisition debt facilities. 
• Insurance intermediary activity further centred on European and Scandinavian markets as at-scale UK businesses became ever more challenging to find. 
• Specialty finance investments, despite macro-economic headwinds, remained active although opportunistic at best. 

However, as 2023 has drawn to a close and with core inflation now seemingly under control, the wider FS market outlook for 2024 looks positive. 

A number of market commentators and actors are now beginning to turn cautiously optimistic for 2024 – after all, M&A deal activity has only very rarely decreased for a third consecutive year. Whilst we believe Capital Markets will remain challenged, M&A pipelines have continued to build up and should hopefully start to be opened. The following themes can be expected to emerge:

• Buy and Build continuation and/or fall out: Bolt-on activity is expected to remain buoyant with many consolidators pressed to continue buying assets; however some consolidators will either refinance or start to merge or sell out to other consolidators, particularly where integration, growth or debt issues have arisen.
• Time to refinance: Steadier and more certain debt pricing will underpin more confident refinancing that has been put off for the last 12-18 months, and will be relevant for those buy and build consolidators as well as specialty financers, notably bridge finance and working capital lenders. 
• FinTech shake out: The continued shake out of smaller fintech and neo-banks, who have not developed as anticipated and are not able to raise the capital needed to restart marketing and customer acquisition machines, will also start to consolidate or exit (perhaps forcibly). 
• PE dry powder driving deal flow: The abundance of private equity dry powder is expected to bolster deal flow in 2024. Despite current trading challenges, there is optimism that conditions will improve.   As in recent years, this influx of private capital is expected to be a driving force behind strategic platform investments and M&A in the sector.
• Corporate trimming: Advisers and other transaction specialists believe that corporates may start to dispose of non-core assets which, now on a clearer (and possibly more expensively financed) footing, have run out of runway and appetite to be retained and invested in. For those corporates with businesses where near zero-financing can no longer act as a fig leaf, non-core or sub-optimal asset disposals are expected to accelerate in 2024.
• Return of the IPO?: Although conditions remain challenging, there is some growing optimism that we may see an uptick in activity towards the middle of the year, with the preparation for some listings already underway. 

To conclude, in the fast-paced world of M&A and politics alike, nothing is ever certain. However, the continued focus on buy and build strategies, along with the abundance of private equity dry powder and seemingly improving macroeconomic conditions does point to an improvement in deal activity across the sector in 2024. Either way this year promises to be as interesting as that last!

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14 deals

In 2023, we saw a shift in the market landscape. We transacted on 15 deals, totalling a disclosed value of £0.4bn. The retail, leisure and hospitality sectors felt the pinch of macro-economic factors and changes in consumer spending making businesses in these sectors less appealing to Private Equity (PE) investors. In response to this we have seen more trade and overseas buyers looking for strategic investments. 

The volume of deals fell, reflecting the caution in the sector, we saw a number of PE-backed consumer assets being held, as investors waited for market stabilisation and a steadying of valuations. Despite the uncertainty, top-tier businesses and brands still commanded good prices with companies also seeking ways to increase value and obtain investment to fuel growth. Many transactions were structured to protect investors from some of the trading uncertainly with more earn outs being seen across deals.

The demand for experiences contributed to a strong rebound in the leisure sector as consumers continue to prioritise experiences and memories over material possessions. The year kicked off with the acquisition of Scott Dunn by Flight Centre for £120m, a solid exit for Inflexion PE. Scott Dunn's luxury positioning and international source markets were key selling points.

In the food industry, Franca Manca was snapped up by Capdesia & Toridoll, while The Restaurant Group went private with PE investor Apollo at 9x LTM EBITDA. Both deals represented take-privates for undervalued UK listed leisure stocks.

Turning to the sports sector, the English Premier League continued to be the highest revenue-generating football league globally, thanks to the new broadcast deal (albeit with a slightly lower income per game than the last deal). M&A activity in football remained robust and somewhat recession-proof (given sticky consumer bases and investors with longer-term planning horizons), with US private equity interest in the sport expected to continue.

Looking ahead to this year, we expect there to be more interest from PE in 2024 as confidence in the sustainability of EBITDA returns especially as the Covid impact on trading will normalise three years post pandemic. 

The low volume of consumer transactions in the last few years has resulted in a backlog of companies that are preparing for a transaction in the next 12 months. Valuations are expected to stabilise and PE houses holding consumer assets are preparing for sale. However, it is likely that given the pause in 2023, private equity firms will be looking to focus on fewer transactions where they have a higher chance of a successful completion. Therefore, early engagement between businesses and private equity firms will be essential. 

Like the Technology, Media and Telecommunications sector, we expect plenty of PE dry powder and suppressed PE exits, both of which should support stronger deal flow. The upcoming general election may accelerate deals if there are Capital Gains Tax or similar concerns. 

In conclusion, 2024 promises to be a year of recovery and growth. Preparation is key, so businesses need to plan early and seek advice to ensure that they are well positioned to take advantage of deals in 2024.

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24 deals

In what transpired to be a challenging year for deal making, we were pleased to support a number of our clients through this period of economic uncertainty, delivering 24 deals with a disclosed value of just under £1bn within the Professional Services sector.  

The factors that make Professional Services businesses attractive to investors have not changed, but market uncertainty, the availability and cost of debt as well as trading challenges (including significant wage inflation and relative lack of people movement after the post-Covid ‘Great Resignation’) mean that valuations have largely returned to pre-covid levels. However, the best assets, with growth, proven quality delivery of service proposition, well-regarded market position, high levels of recurring or repeatable revenue (including an ability to cross-sell) and strong margins, can still command premium prices.

From an investor perspective we have noted continued involvement from the Private Equity (PE) community within our transaction pool during 2023, with PE involvement accounting for approximately half, a historical trend that we anticipate will continue. Also, despite a slight softening in overall deal making activity we are pleased to report that the UK remains an attractive geographic location for acquirers and investors, with inbound investment being received during the period, including from the US. We also continue to support the ambitions of a number of our clients who wish to expand beyond the footprint of the UK, with notable forays during the period into Holland.    

Looking at some specific subsectors:

• Significant level of consolidation in the accounting market, supported by Private Equity investment, as businesses seek scale and/or access to new specialisms or regions
• Akin to the above, the legal services market continues to consolidate and evolve 
• 2023 presented fewer IT consulting deals, but businesses that can show short term ROI of what they do can still transact
• When challenges in the wider sub-sector have arisen, we have noted that adjacent Professional Services providers also tend to be significantly impacted (albeit depending on size, scale and where the provider sits within the value chain)

Our takeaway is that, as ever, preparation is key to maintaining confidence and momentum to achieve a successful transaction. Vendor due diligence, a great financial model and advisers that know the sector and buyer pool are critical.

So, what does 2024 have in store for deal making?   We’re looking forward to 2024 with a degree of optimism as the Professional Services sector continues to evolve.  Specifically, we would make the following ‘predictions’ for the year ahead:

1. Plenty of PE dry powder should support deal flow, but trading conditions challenging; we expect that this will improve. 
2. General election may accelerate deals if there are CGT or similar concerns
3. Fee rates an important area of focus – those that can maintain strong client pricing will prosper
4. Professional Services businesses aligned to nascent, growing sub-sectors should thrive
5. More formalised views to develop around impact of AI – opportunity or potential risk?

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8 deals

The sector continues to be funded by institutional investors via listed markets and majors, with private equity interest being limited to a small number of specialist funds. The sector faces challenges with capital markets being largely closed, and services related to the sector appear more interesting, but are also challenged due to oil and gas being out of favour from an ESG perspective. Companies in this sector are pivoting towards renewable projects, such as offshore wind. However, the UK Government's last auction of rights was a failure, and this sector still poses challenges.

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5 deals

In 2023, the market landscape was marked by a series of challenges and shifts. We saw seven UK transactions with an aggregate deal value of £236m. Interestingly, trade buyers took the lead over private equity, indicating a shift in investment strategies. 

The year proved to be a tough one for the sector, with a noticeable reduction in output. Housebuilding and consumer Repair, Maintenance and Improvement (RMI) were the hardest hit, reflecting the broader economic climate and changes in consumer behaviour. As a result, the capital market values of groups in the sector fell, adding to the overall sense of caution. 

However, as we look ahead to 2024, the market sentiment is improving. Supply chain and inflationary pressures are beginning to ease, offering a glimmer of hope for the sector. The build-to-rent sector is expected to provide a much-needed boost to housebuilding, while infrastructure remains a key long-term driver of growth. 

The sustainability agenda continues to be a priority, especially for listed groups. This focus on sustainable practices and green initiatives is likely to shape investment decisions and market trends in the coming year. 

We also anticipate a resurgence of private equity in the market, alongside trade, with interesting assets across many segments. This suggests a more balanced and diverse investment landscape in 2024. 

However, the emphasis on extensive preparation and due diligence, a key feature of the 2023 market, is set to persist into 2024. This underscores the importance of thorough research and careful planning in navigating the deals market. 

In conclusion, while 2023 was a challenging year, the outlook for 2024 is more positive. With easing pressures, emerging opportunities, and a continued focus on sustainability, we are ready to embrace the new year and the potential it holds.

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13 deals

2023 proved to be a challenging one for the manufacturing sector as it grappled with several issues that impacted operations. Supply chain issues, while starting to normalise, were still a significant concern for many manufacturers. Inflationary raw material inputs further added to their woes, putting pressure on their pricing and margins. Additionally, labour shortages and wage inflation made it difficult to maintain productivity levels.

There was a welcome return of growth within the automotive and aerospace sectors, bringing renewed confidence to the industry as a whole. Additionally, the market also saw a significant shift towards digital transformation and the green transition adapting to changing consumer demands and environmental regulations. Geopolitical tensions, however, continued to linger.

In terms of  M&A, 2023 saw deal delays and extensive due diligence, as buyers sought to identify underlying profits and mitigate risks associated with the post-Covid bounce and supply chain disruptions. Proper preparation before entering into an M&A process was deemed crucial, ensuring a thorough understanding of the target company's sustainability practices.

In 2024, we expect deal volumes to remain steady. Many buyers and investors have cash on hand and a strong appetite for growth. There is also more convergence of buyer and vendor price expectations, providing more clarity in terms of valuations. Another year of post-Covid trading is expected to further bolster buyer confidence, and material cost inflation is likely to be tamed.

Rising geopolitical tensions, contributing to ongoing economic fragmentation and supply-chain disruptions, will continue to weigh on growth and present downside risks to the market outlook. The UK and US elections, both have the potential to change investor sentiment, the tax environment and market sentiment. Technological innovation and new disruptive technologies will continue to drive transformation in the industry.

While 2024 is expected to bring better deal activity with more opportunities in capital markets, manufacturers will need to navigate through the challenges of a rapidly changing landscape. A focus on sustainability and efficient operations will remain critical for their success.

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