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Clifford Chance

Clifford Chance

UK Private M&A Market Practice

A unique analysis of UK trends in transaction terms during 2021

Our UK Market Practice Survey comprised transactions with private equity and other financial sponsor sellers and included both auction sales and proprietary deals.

All transactions were led out of London, but involved a range of UK and cross-border targets across a variety of sectors. We analysed key issues such as consideration mechanics, vendor participation, conditionality, termination rights and warranty limitations. 

UK themes

A comparison of the results from this survey and previous surveys show that despite the challenges of the Covid-19 pandemic, the market remained largely seller friendly in the last twelve months. Some of the key themes covered in the report include:

Chris Sullivan's comments on the UK market

"The strength of the seller-friendly private M&A market was evidenced by its resilience through the Covid-19 pandemic. Locked box dominates, particularly with financial investors. Similarly, deferred consideration structures and material adverse change clauses are rare, also evidencing the seller friendly market surviving the volatility wrought by the pandemic."