Mega-deals plummet amid slowdown in European buyout industry

Europe’s private equity industry experienced a slowdown in the first six months of 2023, according to provisional half-yearly data from CMBOR, the Centre for Private Equity and MBO Research based at Nottingham University Business School and supported by Equistone Partners Europe. 

• European private equity deal volume (276 buyouts) and aggregate value (€33.2bn) in H1 2023 represents sharp year-on-year fall 
• Long-term uptick in mega-deals (€1bn+) has gone dramatically into reverse
• Small-cap (<€50m) and mid-market (€50m to €500m) segments prove comparatively robust
• Net outflow of distributions poised to reinvigorate congested fundraising market

The 276 buyouts completed in H1 2023 represented the lowest volume for a half-year outside of the early Covid lockdown period since H1 2013. Meanwhile, the cumulative value of these deals (€33.2bn) and average deal value (€120.4mn) were the lowest half-year totals since H2 2016.

The long-term trend towards an ever-greater proportion of mega-deals (buyouts valued at €1bn+) across Europe has gone dramatically into reverse as large-cap sponsors struggle to find debt financing amid a higher-interest-rate, risk-off environment. Across Europe, the volume of mega-deals almost halved year-on-year to 10 buyouts with an aggregate value of €21.3bn, while the UK saw just two >£1bn deals complete during the period. 

Small-cap (<€50m) and mid-market (€50m to €500m) deals, while also seeing falls in both volume and value (to 188 deals worth €2.1bn and 76 deals worth €8.8bn, respectively), proved somewhat more robust comparatively, with the share of aggregate European buyout value for which mid-market transactions accounted almost doubling year-on-year to 26%. CMBOR’s researchers explained this as a consequence in large part of smaller buyouts’ lesser reliance on higher-leverage debt financing and a greater focus on long-term value creation prospects. 

“Although the record-breaking numbers we saw post-pandemic may seem like a distant memory, there are reasons for cautious optimism”, said Professor Kevin Amess, Director of CMBOR at Nottingham University Business School. “The dip in volumes experienced within the small-cap and mid-market segments has been much more subdued, which is good news for the industry given the former segment’s role as a crucial incubator for growing businesses and the mid-market’s contribution to value creation via buy-and-build activity. As highly disruptive macro forces gradually abate, we can expect buyout activity to stage a strong recovery fuelled by record levels of dry powder.”       

The UK market was once again the busiest by volume and came in second in terms of value, with 59 buyouts totalling €5.0bn. Germany represented the largest market by value with €5.6bn from 39 deals, while France, with 42 buyouts worth €4.7bn, ranked second for volume and third in terms of value. 

Uncertainty around valuations curtails PE sale processes

Outside of more heavily debt-financed large-cap deals, the slowdown in deal activity, and particularly in secondary buyout volumes, was attributed primarily to a lack of supply as opposed to lack of demand. PE firms are holding out for valuations to eventually tick up again and are opting to not bring assets to market until proceeds can be maximised.  

“Across Europe, it’s clear that many PE firms and other business owners who don’t have a strategic imperative to sell are waiting for valuations to improve,” said Christiian Marriott, Head of Investor Relations at Equistone. “While a small number of star performers are up for sale, the challenging economic backdrop means many firms are opting to sit tight and bide their time.”

This hesitancy to bring assets to market is particularly apparent in tech and healthcare, two sectors which were major beneficiaries of pandemic-era tailwinds. Both have witnessed significant falls in volume year-on-year (34.7% and 51.3% respectively), a trend driven by PE sponsors exposed to these sectors being unsure around values in the wake of last year’s correction in public-market valuations. Manufacturing, historically Europe’s most active sector up until 2020, has (perhaps briefly) reclaimed its crown, with 72 deals worth a cumulative €7.9bn.

Those exits which have taken place may have been driven by a higher proportion of opportunistic trade sales where synergies enable an attractive purchase price. In the UK, this was borne out further in the drop in secondary buyouts (17 deals completed in H1 2023 compared to 29 in H1 2022). Trade buyers have emerged as Europe’s top acquirers, with five of Europe’s six largest exits being trade sales.

Positive signs for Europe’s fundraising market

The discrepancy in values between exits (€46.4bn) and buyouts (€33.2bn) signals a net outflow of capital, via distributions to PE funds’ Limited Partners, which should go some way to reinvigorating what has been up until now a congested fundraising environment. In a market where a significant number of GPs are raising capital simultaneously, these exits should generate the cash proceeds required to partially alleviate LP liquidity constraints caused by the ‘denominator effect’.

“It’s no secret that GPs are operating in an exceptionally challenging fundraising market, with competition for fresh capital fierce,” adds Marriott. “That said, the obvious disparity in values between exits and buyouts is a sign that some GPs have been willing and able to exit investments in this challenging environment, and that their LPs are gradually receiving more distributions even as drawdowns have slowed. This should help ‘grease the wheels’ of the entire fundraising market, with LPs more prepared to make commitments to new funds in 2024.”

Notes to editors:

Methodology

The data compiled by CMBOR summarises trends in buyouts across Europe (Austria, Belgium, Denmark, Finland, France, Germany, Ireland, Italy, Netherlands, Norway, Portugal, Spain, Sweden, Switzerland, Czech Republic, Hungary, Poland, Romania and Turkey and the UK). Data cut-off date: the data in this press release is for deals completed by 13 June 2023.

CMBOR defines buyouts as over 50% of shares changing ownership with management or private equity, or both having a controlling stake upon deal completion. Equity funding must primarily be from private equity funds and the bought-out company must have its own financing structure, e.g., MBO/MBI.