Surging M&A surpasses expectations
All the stars aligned in 2021, creating a confident and exceptionally busy M&A market
Challenges loom—including the possibilities of tighter regulations, rising inflation and a stock market correction—but markets show little sign of slowing down
The value of US M&A blew past the US$2 trillion mark in 2021, ending the year more than 30 percent above the previous record set in 2015. US deal value reached US$2.6 trillion, twice the value of 2020, and volume set a new record at 7,896 transactions.
Confidence reigned among dealmakers as stock markets continued to rise; increasing numbers of SPACs sought merger targets; and private equity houses set new records, deploying some of the sector's historic levels of dry powder. All of which was underwritten by flexible and cheap debt financing.
Technology was a major driver of M&A, fueled by pandemic-related trends that continued to accelerate deployment of digital technologies across all sectors. The tech sector itself led the sector charts. Companies with product mixes boosted by the pandemic, including those in the pharma and healthcare sector, turned to M&A to complement and add to their existing business portfolios.
Despite a continuing positive outlook, dealmakers will need to keep potential risks in mind in 2022. Under the Biden administration, CFIUS went on a recruitment drive, and it will clearly continue to take a more aggressive stance across sectors, particularly when deals involve technology.
Indeed, regulatory scrutiny is tightening from a number of angles. The Securities and Exchange Commission under chair Gary Gensler is taking a tougher stance on enforcement and has its sights set on SPACs, cryptocurrencies and ESG. And the Federal Trade Commission has announced far-reaching antitrust policy changes that may require companies that reach settlements to observe a ten-year mandatory clearance period on new acquisitions and disposals—the new rules would even apply to buyers of affected assets.
This increasingly tough approach to regulating M&A has so far had little impact on dealmakers' appetites for transactions—although new rules may eventually render some deals less attractive.
In response to recent inflation, the Fed will increase interest rates, which could pose another challenge for dealmakers. But given that rates are so low by historical standards, increases are unlikely to have any direct significant effect on M&A for most of 2022.
One of the biggest questions is whether stock markets will continue to hold up. A correction seems inevitable at some point, but it's unclear what might trigger one in the foreseeable future. For example, markets seem to have shrugged off concerns related to the emergence of the Omicron variant of COVID-19—at least at the time of writing. And private equity still has a mountain of capital to deploy. Recent events, however, suggest that markets will be volatile.
As a result, although regulatory hurdles continue to multiply, we expect 2022 will be another strong year for US M&A, with robust activity through the first half and possibly well beyond.
All the stars aligned in 2021, creating a confident and exceptionally busy M&A market
Transaction values more than doubled year-on-year, as firms deployed ever-larger amounts of dry powder
Dynamics may be changing as the focus shifts to de-SPACs and regulatory scrutiny intensifies
In what was a stand-out year, M&A picked up the pace in almost every sector
Dealmaking may continue to rise, as price volatility abates and companies embrace energy transition
The pervasiveness of technology, particularly since the pandemic, continues to drive deals to all-time highs
Despite the absence of megadeals, M&A in the sector climbed from 2020 levels thanks in part to strong PE and SPAC activity
After dropping in 2020, real estate M&A ramped up significantly in 2021
The Federal Trade Commission is taking an increasingly stringent approach to antitrust investigations
Increased sector scope and concerns around a more aggressive approach to identifying non-notified transactions is leading to rising numbers of filings
Dealmakers should be braced for a more aggressive stance under Chair Gary Gensler
Borrower-friendly terms over the past few years have helped boost M&A totals—and a number of factors suggest the financing will not change dramatically in 2022
With data privacy laws tightening and cyberattacks on the rise, due diligence of technology networks and data processes should be a top priority for dealmakers
In the second half of 2021, Delaware courts issued several decisions affecting M&A dealmaking
Five factors that will shape dealmaking over the coming 12 months
Dealmaking may continue to rise, as price volatility abates and companies embrace energy transition
Increased energy demand as economies moved out of COVID-19 restrictions through 2021 helped oil & gas M&A continue its recovery in H2. Deal values jumped by 24 percent year-on-year to US$102.7 billion in 2021, while the number of deals increased by 16 percent to 150 deals.
Rising demand drove the surge in energy commodity prices through 2021, although some volatility remained—the price of the benchmark West Texas Intermediate (WTI) crude took a sharp dip in November on the news of the emergence of the Omicron COVID-19 variant.
While there will be some volatility over the coming period—in particular as COVID-19 is not yet fully under control—prices are expected to be more stable in 2022, absent a major shock. This should unlock the M&A market further, given that volatility is a bigger dampener on activity than actual price levels because it brings uncertainty that makes forecasting and investment planning more difficult.
Some private equity investors have been holding on to their investments in the last couple of years, and there may be increased incentive and pressure for them to exit in the current commodity price environment. This will in turn increase the pace of oil & gas M&A in 2022.
Overall, we expect dealmaking to continue in the sector at a reasonable pace. Energy transition will be a significant driver, as oil & gas majors reposition their portfolios toward clean energy. The largest deal in the sector in 2021 exemplifies the trend: Royal Dutch Shell’s US$9.5 billion sale of its Permian Basin assets to ConocoPhillips is part of a move by Shell to reduce its hydrocarbon assets and move to clean energy.
Societal and regulatory pressure for energy transition will underpin M&A in the sector over the next few years. Although tax advantages (such as the intangible drilling tax deduction and inventory depreciation allowances) remain in place in the US for now, there is some uncertainty about how long this will be the case. If they change, the economics of traditional energy exploration and production will change dramatically.
Tax reform will be necessary, however, to encourage decarbonization. Traditional integrated companies are looking at repurposing their infrastructure for carbon sequestration, although this is currently expensive and will require tax credits to make it a viable path to carbon neutrality. The same is true for downstream assets, where feedstock for natural gas can, in theory, produce hydrogen using existing petrochemical infrastructure. Yet this is also costly, and tax incentives will be needed.
With the prospect of more stable pricing, and as the overall tax and regulatory regime becomes clearer over time, we expect energy transition to generate significant M&A activity, as traditional players dispose of older assets and acquire businesses that promote clean energy.
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