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New heights: US M&A H1 2021

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US M&A set a new record for value in H1 2021—and nearly surpassed the full-year figure for 2020

A year of historic highs and rapid change

US M&A surged to record levels in the face of pandemic-related challenges and potentially dramatic regulatory shifts

We are just heading into August, but it is already safe to say that 2021 is a historic year for US M&A. Deal value rose to a new high of US$1.27 trillion in H1 2021. This was a 324 percent increase compared to H1 2020—and was virtually equivalent to the total value recorded in all of 2020.

This torrent of deals was the result of a perfect storm of activity on the part of strategic, PE and SPAC dealmakers. The pandemic drove many corporates to offload non-core divisions and acquire digital capabilities. Corporates that thrived during the pandemic used M&A to consolidate gains. PE firms strove to deploy their massive troves of dry powder. And SPACs searched for opportunities to invest the record levels of funds they raised.

The election of Joe Biden as President significantly reduced political uncertainty that may have dampened activity in 2020 and this spurred dealmaking in 2021. However, the administration's policies could also complicate dealmaking.

The Biden Administration is taking vigorous steps to reshape antitrust policies and practices in the US. In July, the President issued an Executive Order to promote competition and lower prices throughout the economy through increased antitrust enforcement. These efforts are likely to intensify during the run-up to the US midterm elections in November 2022. The effects were already visible in the recent decision by Aon and Willis Towers Watson to call off their merger, which they first announced in March 2020. The deal would have created the world's largest insurance broker, but the Department of Justice opposed the deal on the grounds that it would eliminate competition, reduce innovation and lead to higher prices.

CFIUS has shown that it will mostly continue with the more aggressive approach to evaluating deals for national security concerns that was established by the previous administration. And with the appointment of Gary Gensler as Chair of the Securities and Exchange Commission, the administration signaled it will take a more aggressive approach to securities law enforcement.

There are a number of other looming risks as well. The possibility of rising inflation and the end of government support measures related to the pandemic could shock the market. And dealmakers are concerned about potentially frothy valuations.

But perhaps the greatest variable remains the uncertain trajectory of the pandemic. Though the US was on a course of increasing optimism as vaccines were rolled out, recent concerns about the Delta variant of COVID-19 have raised questions—and exacerbated political divisions—about how quickly economies should open up.

Despite these challenges, the outlook for dealmaking remains very positive. US GDP forecasts are upbeat, stock markets are at historic highs, and interests remain low. Moreover, the Biden Administration's economic stimulus efforts and ambitious plans for energy transition and infrastructure development will inject large sums of capital into the economy. We expect US M&A to remain very active in the second half of 2021.

 

US M&A hits record highs

The US enjoyed record levels of M&A activity in H1 2021, as dealmakers made up for lost time caused by pandemic-related disruptions

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Private equity deal activity forges ahead

US private equity has rallied following pandemic lockdowns, thanks to adaptations to remote deal processes and record dry powder

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Sectors

Sector overview: TMT and healthcare continue to dominate

TMT M&A tops the sector charts again

electronic engineering

Oil & gas M&A rebounds after pandemic lows

After a year of volatility, the oil & gas industry has stabilized and M&A activity has resumed

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Technology dealmaking goes from strength to strength

Technology M&A activity is thriving in 2021 as dealmakers continue to turn to the sector in search of assets with high-quality earnings and growth prospects

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Healthcare displays strong deal activity post-pandemic

The value of healthcare M&A in H1 surpassed pre-pandemic levels

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Consumer and retail M&A picks up speed

Deals in the consumer and retail sector show signs of recovery as consumer spending
rallies post-pandemic

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Power & renewables M&A soars on back of green policies

The power and renewables industry is positioned for a sustained period of strong deal
activity as the US focuses on hitting net zero carbon emissions by 2050

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Real estate sees welcome revival in M&A in 2021

M&A value among real estate firms quadrupled year-on-year in H1, after a tough 2020

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Infrastructure M&A forges ahead, even before government boost

After a pause, investment in infrastructure has ballooned, even before the Biden administration's US$1 trillion-plus plan is passed

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In focus

US dealmaking braces for more challenging antitrust environment

After campaigning for the presidency on a platform that included more aggressive antitrust enforcement, Joe Biden has taken early steps to honor those pledges

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CFIUS set to continue careful scrutiny under Biden Administration

President Joe Biden's approach to the national security risks posed by foreignbacked M&A may differ in style from his predecessor, but not in substance

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Reverse break-up fees emerge in response to deal terminations

Even as economies pick up, dealmakers have maintained focus on managing the risk of broken deals

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SEC to take tougher line on enforcement

New Securities and Exchange Commission Chair Gary Gensler has put scrutiny of
SPACs and private funds at the top of his agenda

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Notable decisions from Delaware courts

In the first half of 2021, Delaware courts issued several decisions affecting M&A dealmaking

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Six trends to look out for in the second half of 2021

After a turbulent 18 months which saw M&A crash before an impressive return to form, H2 2021 is set for continued strong deal activity, as well as new challenges

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shopping basket

Consumer and retail M&A picks up speed

Deals in the consumer and retail sector show signs of recovery as consumer spending rallies post-pandemic

Insight
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3 min read

US$52 billion

The value of 248 deals targeting the US consumer sector in H1 2021

The consumer and retail sector has had a turbulent year. Some sub-sectors, including non-essential and physical retail, were heavily impacted by lockdowns, while other verticals, including essential consumer goods, convenience and online-powered retailers, have thrived.

A more stable backdrop over the past six months, however, is helping most consumer verticals to thrive across the board. US consumer spending increased by 11.3 percent over the first quarter of Q1 2021, according to the Bureau of Economic Analysis, and the Dow Jones US Consumer Goods Index is up by just under 40 percent over the past 12 months, following steep declines in Q1 2020.

With clearer visibility on future company earnings and indicators pointing to stronger consumer spending, there has been greater appetite for M&A transactions in the consumer space. Volume in H1 2021 has come in at 248 deals, generating aggregate deal value of US$52 billion. This represents a 29 percent rise in volume from H1 2020, with value climbing 158 percent over the same period. H1 2021 consumer deal numbers also represent an increase on pre-pandemic levels, with deal value for the first half of the year 51 percent above total value in H1 2019.

158%

Percentage increase in deal value compared to H1 2020

 

PE interest

Reviving private equity interest in the consumer space has been especially prominent, with buyout firms noting the more stable consumer backdrop and opportunities to invest at attractive valuations.

The largest US consumer deal of the year saw BDT Capital Partners acquire water filtration company Culligan International from Advent International in a secondary buyout worth US$6 billion.

Water treatment and filtration providers have been popular private equity targets. Culligan generates close to two-thirds of its revenues from monthly service contracts, which reflects how private equity firms are sifting through the consumer space to find assets with stable recurring earnings and predictable cash flows.

Buyout firms have also moved to invest in assets expected to benefit from anticipated long-term shifts in consumer behavior post- COVID-19. Apollo, for example, paid US$4.4 billion to take arts and crafts retailer Michaels private. Michaels recorded double-digit sales growth through the pandemic period as consumers turned to decorating and crafts while stuck at home. Apollo expects this trend to continue. The deal is also expected to support Michaels, which has a physical store network of 1,200 sites, as it builds out its digital capability.

Consumer dealmaking has also been strong in the food, health and nutrition sub-sectors, which are also characterized by stable earnings. Food and drink multinational Nestlé acquired the vitamin and supplements brands of The Bountiful Company in a US$5.8 billion deal from private equity firm KKR. The deal builds out Nestlé’s health and nutrition portfolio, which is a key growth area for the group.

Other food deals include Hormel Foods buying Kraft Heinz’s nuts business and Total Produce buying the remaining 55 percent stake it did not already own in agrifood business Dole.

Top consumer deals H1 2021

  1. BDT Capital Partners acquired Culligan International Company for US$6 billion
  2. Nestlé acquired The Bountiful Company for US$5.8 billion
  3. Michaels was acquired by Apollo Global for US$4.4 billion

 

 

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© 2021 White & Case LLP

 

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