US M&A slowed in the third quarter of 2026 after a record first half as oil prices, inflation and expected Federal Reserve rate increases narrowed financing windows. Attention turned to closing the first half's largest transactions, where shareholder votes, Second Requests and a twelve-state antitrust suit set the timetable.
- Megadeals move to closing
- The Q3 deal board
- Six sectors, one slower quarter
- Contested and competing situations
- Looking ahead
- White & Case in the market
- Selected representations
Megadeals move to closing
-23%
North American deal value in Q3, year over year
$560.4 billion, the lowest since Q2 2025
6
$10bn+ megadeals in North America in Q3
Down from 19 in Q2 and 12 in Q1
12
States that sued to block Paramount / WBD after DOJ closed its review
Consent decree entered September 30
$110bn
Paramount / WBD enterprise value
Closed October 6 after state settlement
+31%
Rise in HSR-reported transactions, fiscal 2026 through August
Year over year; preliminary FTC counts
Data cutoff and sources. Reflects deals and data published to October 1, 2026; deal value and megadeal counts ($10 billion or more) per Mergermarket (North America, all M&A); third-quarter figures are preliminary and will be refreshed. Statistics from Mergermarket (ION Analytics), PitchBook, BioSpace, the FTC and DOJ premerger notification program and the Federal Reserve. Transaction terms per company announcements and SEC filings; the PayPal approach per Reuters and Bloomberg reports, which the parties declined to confirm. Rankings as published by Mergermarket, GlobalData (Q1–Q3 2025), Bloomberg (H1 2026), Chambers USA and The American Lawyer; the top-10 ranking reflects Mergermarket league tables across multiple recent years
The Q3 deal board
Selected US public deals announced Jul–Sep 2026, $ billion*
*Values as announced and not on a uniform basis (enterprise value, equity value or maximum including CVR). Sponsors and sponsor-backed buyers account for six of the twelve. Excludes Solstice / Element Solutions ($14.5bn), terminated August 27.
Six sectors, one slower quarter
Q3 signings, and earlier deals that reached a vote, settlement or closing
Media & Entertainment
$110bn
Paramount / WBD
Signed in February. Twelve states sued July 13; consent decree entered September 30; closing expected October 6.
DOJ Second Request in Fox / Roku ($22 billion).
Energy
$66.8bn
NextEra / Dominion
Signed in May; both companies' shareholders approved it September 3.
- Closing expected second half of 2027.
Life sciences
$10.0bn
Vertex / Crinetics
$85.00/share in cash; announced July 6, closed September 1.
- Industry-wide biopharma M&A fell to just under $30 billion in Q3 from $78 billion in Q2 (BioSpace).
Real estate
$5.2bn
Brookfield consortium / LXP
- Brookfield and CPP Investments to pay $61.20/share in cash for LXP.
- Equity Residential / AvalonBay closed August 17, forming Vivmark Residential.
Financial institutions
$7.7bn
Sequence and DFO / Baldwin
- $32.50/share take-private of Baldwin.
- ICE and MarketAxess withdrew and refiled their HSR notices to give DOJ more time.
- Santander / Webster closed August 20.
Technology & AI
~$4.0bn
SoftBank / DigitalBridge
Contested and competing situations
State enforcers, agency reviews, a rival proposal and an unsolicited approach shaped the quarterʼs largest situations.
Closed
Warner Bros. Discovery
Closed October 6
After DOJ clearance, twelve states sued on July 13 and obtained a temporary restraining order on July 20. The European Commission cleared the deal on July 22, a consent decree was entered on September 30 and the transaction closed on October 6.
Terminated
Element Solutions
$14.5bn merger abandoned
Solstice Advanced Materials and Element signed a cash-and-stock merger agreement on July 6 and terminated it by mutual agreement on August 27, citing shareholder feedback. No fee was payable by either party.
Vote passed · Second Request
Caesars Entertainment
$31.00 / share
Carl Icahn made a non-binding $34.00 proposal during the go-shop; the board stayed with the signed deal. The FTC issued a Second Request on September 14. Stockholders approved on September 22 (65.4% of outstanding shares).
Rebuffed · pursuit ended
PayPal
$60.50 / share proposal
Reuters reported on July 15 that Stripe and Advent International had proposed $60.50 per share (over $53 billion) and, a day later, that PayPal's board viewed it as inadequate. Bloomberg reported on August 27 that the pursuit had ended.
Our perspective
Closing risk came from several directions. Twelve states sued to block Paramount / WBD a month after the Department of Justice closed its investigation and obtained a temporary restraining order a week later; the Caesars and Roku transactions drew Second Requests; and a $14.5 billion merger was abandoned within eight weeks of signing. Outside dates, ticking fees and financing commitments sized for a longer path to closing proved their value.
Looking ahead
Predictions for the fourth quarter of 2026
The White & Case US Public M&A team's outlook for the fourth quarter
Deal values & volume
→Selective
Deal values to recover unevenly, with boards still pursuing scale at a higher cost of capital. A 10-year Treasury yield above 5% and wider credit spreads favor stock consideration and well-capitalized bidders.
Bidders
→ Steady
Strategics to lead the largest transactions. Sponsors to press take-privates below $10 billion, as KKR, Brookfield and Thoma Bravo did in the third quarter. Sovereign and pension capital to remain active co-investors.
Sectors
→ Steady
AI infrastructure, life sciences and insurance distribution to lead. Software take-privates to stay subdued until valuations settle. Energy dealmaking to follow the oil price.
Deal features
↑ Rising
More closing protection in merger agreements: longer outside dates, ticking fees and detailed regulatory covenants. Activists to oppose announced deals as readily as they demand them.
Regulatory
↑ Rising
State attorneys general to act independently of the federal agencies. HSR filings for fiscal 2026 already exceed the prior full year; the agencies are settling more challenges, and state premerger notification laws are spreading.
Risks & preparedness
→ Watch
Rates, oil and credit spreads will set the financing window. Most Federal Reserve officials project a further increase this year. Committed financing and early regulatory planning reward prepared bidders and prepared targets.
White & Case in the market
Recognized across the leading M&A league tables and award programs
Top 10
Global M&A adviser by deal value & volume
Mergermarket
Elite
Ranked in Corporate/M&A: The Elite, USA, Nationwide
Chambers USA
#1
M&A legal adviser for power-sector deals by value
GlobalData
#1
Global law firm for shareholder activism
Bloomberg League Tables
2026
Dealmaker of the Year, Michael Deyong
The American Lawyer
Selected representations
White & Case roles on publicly announced US public company transactions in 2026
~$40bn
EchoStar Corporation
Advising EchoStar (NASDAQ: SATS) on its ~$23 billion spectrum sale to AT&T and ~$17 billion sale to SpaceX.
~$4.0bn
DigitalBridge Group
Advised the transaction committee of the DigitalBridge (NYSE: DBRG) board on the sale to SoftBank, closed September 30.
$1.25bn
Expand Energy
Advised Expand Energy (NASDAQ: EXE) on its acquisition of Twin Eagle Holdings.
$17.6bn
Fertitta Entertainment
Advising on its all-cash acquisition of Caesars Entertainment (NASDAQ: CZR).
$3.45bn
Talen Energy
Advised Talen (NASDAQ: TLN) on its acquisition of three gas plants from Energy Capital Partners.
$1.25bn
Bold Eagle Acquisition Corp.
Advised Bold Eagle (NASDAQ: BEAG) on its business combination with REDLattice.
$11.75bn
Sun Pharma
Advising on its all-cash acquisition of Organon (NYSE: OGN).
~$2.8bn
Serra Verde Group
Advised Serra Verde on its combination with USA Rare Earth (NASDAQ: USAR).
$5.25/share
Forager Capital
Advised Forager on its unsolicited proposal to acquire Repay Holdings (NASDAQ: RPAY).
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