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Deal lawyers see M&A pipeline rebuild as rate cuts loom

Corporate teams report a steadier flow of mid-market mandates after a subdued couple of years, with private capital driving much of the renewed activity.

Deal lawyers see M&A pipeline rebuild as rate cuts loom - photo illustration
Photo · David Trinks / Unsplash

Corporate lawyers are reporting a firmer tone in the UK deals market, with partners describing a pipeline that has steadily rebuilt after two years in which higher borrowing costs and political uncertainty kept many dealmakers on the sidelines. The recovery is being felt most clearly in the mid-market, where transactions are less dependent on the large financing packages that stalled at the top end.

Much of the renewed activity is being driven by private capital. Buyout houses that spent recent years holding assets for longer than planned are under growing pressure to return money to investors, and advisers say that dynamic is pushing more businesses towards a sale. At the same time, funds sitting on substantial undeployed capital are hunting for acquisitions, creating work for corporate teams on both sides of the table.

Practitioners are cautious about calling a full return to the boom conditions of a few years ago. Deals are taking longer to complete, due diligence has become more forensic, and buyers are scrutinising earnings and debt with a care that reflects the higher-rate environment. Warranty and indemnity insurance, earn-outs and other mechanisms to bridge gaps on price have all become more common as parties look to get transactions over the line.

The prospect of further cuts to interest rates has lifted sentiment, with lawyers reporting that clients are dusting off processes that were shelved when financing looked expensive. Sectors tied to technology, energy transition and healthcare have been particularly active, and cross-border interest in UK assets has held up despite the wider economic backdrop.

For law firms the rebound offers welcome relief after a quieter spell that squeezed transactional practices and prompted some to redeploy lawyers into busier disputes and restructuring teams. Whether the momentum holds will depend on the path of rates and the broader economy, but for now corporate partners say they are busier than they have been in some time.

Sources