Deal Advisory Insights

Discover the latest deals activity, news and resources on all the business issues that matter to you.

Deals Market Review 

First half of 2024

The themes that emerged in 2023 have continued into 2024, with protracted deal processes and premium values achieved for businesses that are well prepared for a capital event.

Reflecting on the first half of 2024, the deals market presents a picture of green shoots of recovery amidst ongoing challenges in certain sectors. While overall market activity has not shifted substantially, there are encouraging signs - a number of highly competitive deal processes have now completed, and this positive sentiment will hopefully bring impetus for the latter part of the year.

In this environment, BDO transacted on over 100 deals in the first half of this year, with an average deal value of £103m. Over 70% of these deals involved private equity. Browse our 2024 deals here.

Overview of the deals market H1 2024

Although private equity firms continue to play a significant role in M&A activity, they are taking a disciplined approach to deal-making, given ongoing macroeconomic uncertainty and financing conditions. They are focusing on transactions with a high probability of successful completion in sub-sectors with a clear investment hypothesis and supportable earnings resilience. Interest in take-private transactions remains, and the London Stock Exchange has seen 12 (five Main Market and seven AIM) such transactions in the last six months since the start of the 2024.

The London IPO (capital) market remains subdued notwithstanding Raspberry Pi. That said, there has been some corporate activity, including the step ups from AIM to the Main Market of Atalaya Mining PLC and Alpha Group International PLC and mergers of LondonMetric/LXI REIT and Tritax BigBox/UKCM – natural resources and real estate (REIT) sectors.

The overall number of corporate and PE deals, for BDO, remains largely unchanged compared to last year, but there are signs of an uptick in certain sectors. Whilst the number of large deals has remained less prevalent, smaller, more manageable acquisitions are dominating the M&A landscape (both primary investments and bolt-on acquisitions). Manufacturing & engineering and technology media & telecommunications (TMT) have seen an increase in deal volume with TMT receiving incremental PE interest. Other sectors such as financial services and real estate are showing resilience and attracting investor interest linked to wider market fundamentals. We anticipate more defined sector trends in H2 2024, influenced by the evolving inflationary environment and post-election activity.

Across multiple sectors, sustainability initiatives (largely ESG related) and technological advancements (linked in particular to AI, digital transformation and cyber security awareness) become key drivers for M&A activity, influencing both strategic decisions and valuations. Although these are not new concepts, they are of increasing importance as value drivers and critical for early consideration in facilitating a successful sale process.

Key deals trends for H1 2024

One of the most significant developments has been the gradual alignment of buyer and seller price expectations. This shift has created an environment more conducive to deal-making, in part due to the need for private equity to utilise the high levels of dry powder and realise returns on existing assets. This does not mean that deals will be easy for all parties - levels of due diligence remain high. As such, the demand for high-quality assets and those with strong evidence of sustained EBITDA progression outstrips supply.

In the current market, high-quality businesses continue to command strong interest and premium valuations. Companies with a strong and predictable customer base, forward revenue visibility with a contractual underpin, good cash conversion, and solid market positions are particularly attractive. These assets tend to move quickly and at high values, driven by the availability of capital and a relative scarcity of top-tier opportunities in the market.

There has been a noticeable emphasis on bolt-on (or buy-and-build) acquisitions. Companies are increasingly looking to expand into adjacent markets or jurisdictions through strategic acquisitions. This trend reflects a forward-thinking approach, as businesses seek to create additional value and strengthen their market positions ahead of potential future transactions. For businesses who do not fall into the "top quartile" category because they are facing operational headwinds or operating in more challenging markets - the deal process, while not impossible, has become more protracted. Both the preparation and due diligence phases are taking longer, as sellers seek to ensure issues are addressed or mitigated in advance of a process and buyers exercise increased caution. This trend underscores the importance of thorough preparation and robust sell-side due diligence materials and setting realistic pricing expectations.

As a result of this closer scrutiny on businesses going through a transaction process, there has been an increase in the demand for services which can add value and reduce subsequent price chips through the due diligence phase. This allows businesses to address points that can deter buyers or reduce the value of the business. As Andrew Howson, PE Transaction Services Partner, notes, “the best prepared companies almost always garner better ultimate deal outcomes given the ability to sustain a competitive process throughout and fewer avenues for value leakage”.

We are seeing rising demand across a number of service to support preparation for a capital event, including:
  • Effective working capital management has emerged as a critical focus area. Regardless of immediate transaction plans, businesses are recognising that robust cash and working capital management practices are essential for overall business health and positioning for future deals. Richard Dammermann supports businesses in releasing cash from their day-to-day operations, through practical working capital and cash optimisation changes. He specialises in ‘customer-to-cash’, ‘procure-to-pay’ and ‘forecast-to-fulfil’ cycles along with cash flow forecasting/management, generating efficiency/digitisation, cultural change and training in these areas. Do you have a working capital query? Contact Richard Dammermann here.
  • Given the evolving economic landscape, many businesses are reassessing their capital structures. There is a growing recognition of the importance of optimising debt arrangements and ensuring suitable financial guidance. Reviewing your debt structures can present opportunities to "reset" your financial positions and prepare for future growth or transactions. This is particularly true for high value businesses with larger debt structures, such as Real Estate Investment Trusts, also known as REITs. Craig Wilson, who leads our Real Estate Debt Advisory team, specialises in arranging optimal debt financing structures on behalf of real estate clients to support the acquisition, development or refinance of property assets. Contact Craig Wilson here.
  • The importance of modelling and data analytics in both operational management and deal processes has grown significantly. There is an increasing expectation, particularly from private equity investors, for robust data analytics capabilities and the ability to substantiate any value story. The demand for this expertise and tools to effectively mine and leverage data, both for day-to-day operations and to support potential transactions, has led to the development of our Data Insights product, led by Janie Reid who leads our Modelling team.

Finally, in general, companies across sectors are actively exploring new technologies, with a particular focus on artificial intelligence (AI) and machine learning. The ability to effectively integrate and leverage these technologies is becoming increasingly important in positioning businesses attractively in the deal environment. Christopher Siswick, from our Digital Team, is focusing on tools that assist business, in particular private equity firms, assess the AI readiness of a business. Read further here, AI and private equity - a new frontier for investment strategies

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Looking Ahead

Over the coming months, the deals market shows signs of momentum with no immediate impact from the election results. While challenges persist, the alignment of valuation expectations, coupled with signs of organic growth in many businesses, is creating a more favourable environment for transactions. Highly anticipated reforms to the Listing Rules for capital markets (London Stock Exchange) will see an uptick in listing (IPO) planning interest, although we think it will be 2025 before we see any real momentum in this market space.

For businesses considering transactions in the near to medium term, the key takeaway is the importance of thorough preparation well in advance of any formal process. Whether it is optimising operations, enhancing data analytics capabilities, reassessing capital structures or improving working capital management, proactive steps taken now can significantly impact future transaction outcomes.

While it's too early to declare a full market resurgence, the seeds of increased activity are certainly present. Businesses that position themselves effectively in this evolving landscape - through strategic bolt-on acquisitions, technology adoption, and operational excellence - will be best placed to capitalise on opportunities as they arise in the latter part of 2024 and beyond.

If you have any questions relating this article or would like to discuss your plans for a future transaction, please get in touch with our expert team, who will be happy to help.

Sector deal trends review for H1 2024

As we navigate through 2024, the UK M&A landscape presents a mixed picture across the various market sectors. Despite ongoing economic challenges, we are seeing evidence of resilience and even resurgence in deal activity. From capital markets to transport and logistics, each sector tells its own story of adjusting to change and embracing emerging opportunities.

Our BDO Deal Advisory sector experts share their insights on recent trends, notable transactions, and future outlooks. Whether you are an investor, business owner or industry professional, understanding these sector-specific dynamics is crucial for informed decision-making in the deals landscape.

Read on to explore all sectors or jump to the sector of your specific interest using the buttons below. Don't hesitate to reach out to our team for personalised guidance on your M&A plans.


Deal Matrix and Sector Snapshots

Discover our deal volumes across sectors and our expert analysis of the key trends in those sectors.

22 deals

In the first half of 2024, the M&A activity in the UK's technology, media, and telecommunications (TMT) sector experienced notable positive trends despite a generally subdued broader market.

Despite the overall M&A downturn, the TMT sector remained a focal point for M&A activity. Key drivers included the increasing adoption of AI, hybrid cloud computing, cybersecurity advancements and multi-service marketing offerings. These attracted both strategic and financial buyers. Businesses providing multi-year mission-critical services to growing customer bases will continue to drive premium valuations.

There was a resurgence in public-to-private (P2P) transactions, facilitated by more stable interest rates and the availability of private credit as an alternative financing source. This trend is expected to continue as financial sponsors look to deploy their significant reserves.

The number of high-value deals (over £1 billion) declined, reflecting a cautious approach by investors. Mid-market deals (under £500 million) dominated the activity indicating a strategic shift towards smaller, more manageable acquisitions.

The outlook for the remainder of 2024 appears optimistic. We expect increased M&A activity driven by a more favourable economic climate and strategic opportunities in emerging technologies and businesses that evidence unique ways of linking brands with consumers. The ongoing digital transformation and the need for innovation are likely to spur further consolidation in the sector.

Overall, the TMT sector showed resilience and continued to attract significant interest from investors focused on technological advancements and strategic growth opportunities.

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29 deals

The outlook for H2 2024 is becoming increasingly positive, supported by an expected increase in overall market funding and an anticipated fall in interest rates. The fall in interest rates should support PE: the key driver of M&A activity in the sector. We are seeing the pharma services and medical products and devices sub-sectors beginning to hot up.

H1 2024 has been a period of consolidation for many investors. Portfolio companies have focused on operational improvements and targeted M&A to support longer-term growth plans. PE houses have sought out investments characterised by high levels of revenue underpin, longer-term contracts and secure cash profiles.

Find more information on the health and social care sector here 

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10 deals

H1 2024 deals sector continue to be dominated by wealth management. By some estimates, this area accounts for half of M&A activity as private equity consolidation remains highly active. Other sub-sectors are starting to pick up again, with several mid-level banking deals announced including the sales of Co-op Bank and Virgin Bank.

Our own M&A pipeline continues to grow with the sale of equity release lender Responsible to Royal London and several more deals due for signing over the coming weeks.

Interest rates have negatively impacted other market sectors, but have generally assisted the lending space, increasing net interest margins. In addition, possible increases customer default rates have not materialised. Finally, the valuation gap between seller and buyer expectations that was seen in FY23 has now diminished helping more deals complete.

We remain optimistic about steadying levels of M&A appetite for the rest of FY24.

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8 deals

Completing deals in the consumer sector has continued to be challenging in H1 2024, reflecting continued caution. We are aware of a number of private equity-backed consumer assets being held. However, the market is stabilising and the gap between buyer and seller valuation expectations is narrowing, which may see many of these assets come to market.

Private equity houses looking to invest are often only considering transactions with a high chance of completion. Companies are seeking ways to increase value and obtain investment to fuel growth and the most effective businesses and brands will still command good prices. Transactions are often being structured to protect investors from trading uncertainty with more earn-outs and are taking longer to execute as a result.

We are encouraged by the increase in M&A activity and the willingness of lenders to finance transactions in the sector. However, it remains to be seen whether this is the sustained market improvement that we have been waiting for.

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10 deals

Our Real Estate deal advisory team continues to be busy despite Q1 2024 being one of the least active quarters for UK real estate M&A in the last five years. There are definite signs of an M&A resurgence with a growing pipeline for deals targeting completion in Q3 and Q4 2024. We think more opportunistic investors are reacting to anticipated interest rate cuts.  

We continue to see the most demand for operating real estate asset classes such as student, hotels, serviced offices and self-storage. However, M&A activity has also ramped up for more conventional asset classes like logistics, retail parks, shopping centres, PRS and even offices.    

The listed real estate world remains extremely active with several REITs and funds announcing merger intentions, becoming the target of take-private bids or going through strategic asset realisation processes. We are the market leader in this type of work and our Deal advisory team has supported on the two largest ever UK REIT mergers:  

We are encouraged by the uptick in M&A activity, but it remains to be seen whether this growth will be sustained. The market is far from free flowing. Deals are typically taking longer to execute as we are still seeing differing valuation expectations between buyers and sellers and debt liquidity remains a challenge. 

Some of the M&A activity reported here is being driven by debt challenges and refinancing events, as opposed to general market buoyancy. Even with the expected initial interest rate cuts, debt costs may still be too high for investors in certain asset classes to achieve the desired returns.    

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9 deals

Activity levels in this sector have been resilient despite the challenges in converting revenue generation into profitable growth in the current macroeconomic environment. These pressures are compounded by the required investment in new technologies and deep specialisms to remain competitive and create a suitable platform for future opportunities.

Increasingly, businesses are looking creatively at how to balance agility in meeting clients’ current demands with addressing market shifts. The result is a focus on strategic direction, operational effectiveness and working capital management. We are also seeing rising demand for specialist cyber security support and guidance as the issue remains high on-board agendas.

Bolt-on transactions are a recurring theme as businesses tackle some of these issues and grow their market share through adjacent service lines and new geographies. Relevant issues which we see as influencing the deals market include.

  • Revenue visibility 
  • Customer concentration 
  • Inflationary environment 
  • Staff retention and talent shortage 
  • Regulatory environment 
  • AI development and effectiveness

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Our Building Products & Services M&A team is one of the most active advisory houses in the sector globally. We have completed over 650 deals in the last three years. We work closely with leading mid-market, privately-owned businesses, corporates and private equity firms.

Sustainability remains a key driver for sector participants with electrics and lighting, HVAC and plumbing, building materials, windows and doors sub-sectors all showing growth in deal activity. There is also a ongoing buying spree in the fire safety sector and strong activity in renewable energy in the residential and commercial build environment.

Read our Building Products & Services sector insights 2024


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10 deals

The recent Make UK/BDO market research survey shows that one in four UK manufacturers are considering a sale of all or part of their business in the next couple of years. A further 29% in the next three to five years. On the flipside, 38% of businesses surveyed are looking to make acquisitions in the next three to five years.

Top sectors for deal activity are Engineering services, Food & Drink, Building Products, Packaging & Materials and Industrial Automation. Digital transformation and the green transition remain high on the M&A agenda, with sustainability now playing an integral role in every Industrials deal we see.

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