How did private equity M&A play out?
In 2023 total UK deal volume fell 13% on 2022 to 1,497, for £10 million to £500 million enterprise value (EV) deals, including transactions where size isn’t disclosed. This was a clear acceleration of the 10% decline in 2022 on 2021. The data shows a slowing decline for buyouts and development capital in 2023, with only a 9% decline, after a 23% fall in 2022, but it was a challenging year for bolt-ons, which fell 15%: down to 893 from 1049.
The year opened with pressure to close deals after relatively slow activity in latter period of 2022, but ongoing economic challenges drove continued hesitancy to close deals in the first half. This was mitigated by a surge of completions in Q3, although this wasn’t sustained in Q4 as investors preferred to wait for more certainty on the economy.
Total deal volumes in Q4 2023 were down around 10% on Q4 2022, but still significantly below Q4 2021, although that year was probably an outlier.
*All data sourced from PitchBook Data, Inc
Total UK PE buyout value and volume – excluding bolt-ons
The increase in buyout and development capital deals in Q3 2023 also wasn’t sustained, with a 4% decline. Bolt-ons also dropped 17% on Q4 2022 (down to 201 from 243).
Total UK PE buyout volumes (top 10 industry groups) – including bolt-ons
Total UK PE buyout volumes (top 10 industry groups) – excluding bolt-ons
This approach reflected PE investors’ general aversion to uncertainty, arguably the only constant economic trend in 2023: inflation, rising interest rates, and geopolitical tensions. Caution was apparent in valuations, a departure from the bold strategies of previous years, and deals were structured to mitigate risk in a fluctuating market. Bolt-ons, which held up well in 2022 as investors sought to navigate the increasingly challenging economic backdrop, had a tougher 2023. The legacy of political uncertainty in 2022 diminished LP investor confidence, although specialised strategies focused on growth, distress, or special situations fared better in closing funds. Interest rates rises in response to high inflation in 2023 also impacted the PE industry and the market is still adjusting to this.
In most sectors this meant valuations were affected, with processes delayed or pulled back altogether. There was also a growing discrepancy in price expectations – sellers expecting historic pre-2022 valuations and buyers unwilling to pay due to the high cost of financing – that subdued deal activity.
“The secondary market was significantly impacted and PE has been fairly conservative in deploying capital and engaging in fewer buyouts, while there’s been more interest in corporate or trade sales as a preferred exit strategy that also explores other routes, including employee ownership trusts (EOTs), for example the sale of Churchill Group to an EOT provided an exit for the incumbent PE house, Soho Square, advised by Grant Thornton.”
Humza Khan, Associate Director, Private Equity Coverage
Exit strategies
The uncertainty on deal values means that corporate finance advisors are hedging their bets even when there’s a clear route to exit, through trade or PE deals, including more dual track processes to test both markets. The challenge when someone wants to sell a business or raise capital is that people assume that this approach is happening because the initial process didn’t go well, so if it fails people assume that the asset is tainted. Thus, price discovery is much more critical now. Two years ago there might have been greater willingness for investors to take risks.
Mainstream PE has also been augmented by a broader base to enable a more creative approach to sourcing capital: deal-by-deal investors, family offices, LP investors going direct, or investors coming in from different jurisdictions.
The reduction in deal volumes, however, did enable investors to spend their time exploring new strategies to unlock and structure transactions, such as off-market approaches and bilateral deals, that wouldn’t have happened if the market was as strong as it was in 2021 or the first half of 2022.
Highest-value deals (disclosed value to £500 million)
Impellam Group (£480.6 million)
Definitive agreement to be acquired by HeadFirst, via financial sponsors: IceLake Capital and Kartesia
Mobile Mini UK (£405.2 million)
Acquired by Modulaire through its financial sponsor: Brookfield Asset Management
Chambers and Partners (£390.8 million)
Acquired by ABRY Partners through LBO
Highest-value deals (disclosed value to £500 million)
Tusker(£302.3 million)
Acquired by Lloyds Banking Group through LBO
Matalan Retail (£244.8 million)
Acquired by Invesco, Napier Park Global Capital, Tresidor Investment Management, and Man GLG for debt-to-equity conversion
Finsbury Food Group (£151.1 million)
Definitive agreement to be acquired by DBAY Advisors through public-to-private LBO
Highest-value deals (disclosed value to £500 million)
Gresham House Asset Management (£467.5 million)
Acquired by Searchlight Capital Partners through LBO
Absolute Energy Capital (£351 million)
Definitive agreement to be acquired by I Squared Capital through LBO
Curtis Banks (£248.2 million)
Acquired by Nucleus Financial, via financial sponsors: HPS Investment Partners and Epiris, through public-to-private LBO
Highest-value deals (disclosed value to £500 million)
Medica Group (£267.5 million)
Acquired by IK Partners through £269 million public-to-private LBO
Medinet (£197.7 million)
Acquired by Fremman Capital through LBO
4Ways (£192.8 million)
Acquired by Blikk Holding, via its financial sponsors: M4 Capital, EQT, and Deutsche Beteiligungs.