The M&A market is constantly evolving — from the predominantly seller’s market of H2 2019, through the tumultuous times of H1 2020, to the strong rebound of H2 2020 and to the highly competitive seller’s market of H1 2021 — deal dynamics are shifting. Deal terms vary by transaction size, industry sector, and jurisdiction. Having a thorough knowledge of market trends is critical to negotiating and executing a successful deal.
Latham & Watkins has produced the eighth edition of its annual survey of European private equity transactions. We analysed the acquisition and equity documentation from more than 320 deals signing or closing between July 2019 and June 2021 (inclusive), on which our European offices advised.
Examples of key trends and developments include:
- Limited lasting impact of COVID-19 on deal terms
- Locked box mechanisms regaining popularity, particularly among PE sellers
- Popularity of earnouts rising, particularly in the UK
- Prevalence of escrows flattening overall, but varying within the survey period, and decreasing for PE sellers
- Foreign Direct Investment approval conditions growing
- Changing caps for commercial warranties, W&I insurance uptake plateauing
- Categorisation of leavers tightening, with prevalence of vesting stabilising
- Proceeds rolled over by management increasing, and applicability of compulsory transfer provisions to the institutional strip falling
We would be delighted to present our findings to your team and discuss how market trends could impact your approach to deal negotiations.