企业并购与私募股权增长指南

Can the dry powder sittingwith European Corporateshelp unblock PE exits? Trendsin focus Chris McMillan Capital Currentsis a cross-industry series focusedon distilling the key trends in M&A and identifyinghow management teams can capture value. Across Europe,corporations are sittingon about €2.6 trillionin bank deposits. That is nearly double the amount seen just adecade ago. However, instead of putting that capitalto work, many corporates are standing still. Private equity (PE) firms, meanwhile, areitchingto sell. After a buying spree between 2019 and 2022,many are now stuck holding companies they’restruggling to exit. On paper, it should be a match made in M&Aheaven, but the deals aren’t happening, at leastnot at the pace this market needs. Corporations’ dry powder is mostly idle. While share buy backs are becoming moregenerous, its timely for Corporates to think about whether the best ROI on excess capitalmight actually be in M&A not just returning cash to shareholders. There is persistenteconomic uncertainty, of course, mainly from supply chain shocks and tariff threats, butcorporates are arguably overdefensive. For many European businesses there is a compellinglogic to M&A, whether to build relevant European scale, acquire new capabilities, or roll-outa successful formula from one country to another. On the other side of the table, PE firms are also facing challenges. General partners (GPs) arebeing pressured to return capital to limited partners so that they can raise new funds. But exits are hard to come by. The average hold period for PE funds has increased to morethan six years, up from five years in 2020, according to data from Preqin. That’s because theIPO market remains nearly frozen, while secondary deals among GPs still represent only asmall slice of exits. Corporate buyers that are cash-rich, strategic, and look for growth or consolidationefficiencies are the natural exit route. In sectors like IT and business services, strategicbuyers have long been the dominant exit route for PE, accounting in some years for up to70% of deal value. But deals between corporates and PE sellers aren’t happening at the scalethey should be in most sectors. What’s behind this disconnect? And more importantly, what can be done to fixit? THE FIVE BLOCKERS TO PE-CORPORATES DEALS At a high level, the answer is strategic misalignment. But if one digs deeper, it’s easy to identify aset of tactical and behavioral frictions that can be addressed if both sides act with clear intent. Here are five primary blockers that we have seen in our client work and in dozens ofpostmortem deal analyses, and how we recommend overcoming them: Awareness and access Many corporate acquirers lack structured visibility into the PE portfolio universe. PE fundsdon’t always advertise what’s for sale, while corporates often don’t want to telegraph theiracquisition priorities to bankers or brokers, preferring to fly under the radar. Additionally,corporate M&A teams may have the outdated view that PE sellers are short term ortransactional, which makes them reluctant to engage. Corporates should treat PE firms not just as sellers, but key pipeline partners. This meansbuilding networks with deal teams, attending PE-focused events and conferences, andinvesting in tools and services that map PE ownership across relevant sectors. Fit issues Often, a corporate buyer wants one part of a PE-owned business, such as a specific productline, but not the whole entity. Unlike PE firms, corporates aren’t set up to manage complexcarveouts or sell non-core assets they don’t want. This all-or-nothing problem causes manypotential buyers to walk away from valuable deals. PE sellers should be open to asset breakups or partial sales, particularly when they unlockstrong strategic interest. Corporates, for their part, should work with advisers to identify exitoptions for unwanted portions of a target, as it is often possible to find secondarybuyers. Speed and governance PE sellers are used to fast, competitive auctions with tight timelines. Corporates, especiallythose in regulated industries or with conversative governance, often cannot move at thatpace. As a result, they either drop out early or never engage at all. Both sides need to be pragmatic. Bilateral, preemptive discussions are often more fruitfulthan open auctions. PE firms should identify strategic buyers early and quietly test interestbefore launching a formal process. Corporates should invest in deal readiness — such asgetting internal alignment, budget approvals, and financing in place — earlyon. Workload Management teams at corporations are often stretched and inertia can be powerful.PE-owned businesses often require significant due diligence, regulatory filings, integrationplanning, and stakeholder education. Without a compelling reason, many corporate teamswon’t take on the challenge. PE firms should do the heavy lifting, including preparing detailed synergy models, mappinginteg