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Clifford Chance

Clifford Chance

UK Private M&A Market Practice

A unique analysis of UK trends in transaction terms during 2022

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

In 2022, we saw the market remaining seller friendly despite the uncertain economic conditions and transaction volumes being lower. Some of the key themes covered in the report include:


Chris Sullivan's comments on the UK market

"The seller-friendly private M&A market has continued despite the volatility. 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, but we watch with interest as the market develops in 2023 and we are already seeing novel features such as vendor financing making a return".

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