Our thinking

Against all odds: US M&A 2020

What's inside

US deal activity held up remarkably well in the face of unprecedented uncertainty in 2020, with total deal value in H2 surpassing the previous year

Foreword

Global Head of M&A

After the initial shock of the pandemic, M&A activity rebounded significantly in H2. Nevertheless, challenges remain—despite low interest rates and strong stock prices

The past year has been an exceptionally challenging one for societies and economies globally, and many companies were hit hard by COVID-19 lockdowns and travel restrictions.

The huge uncertainty that gripped capital markets early in the pandemic put equities into sharp decline and dealmaking largely on hold as strategic buyers and private equity (PE) firms turned inwards to support existing portfolios. The challenges posed by remote due diligence and uncertainty around valuations provided further reasons for market participants to hold back from transacting.

After this initial period of disruption, however, deal activity rebounded strongly, with total value in H2 significantly higher than the same period in 2019. Buyers assessed COVID-19 business risks, PE owners provided portfolio companies with the necessary support where required and proceeded to look outwards for opportunities to improve companies through acquisitions.

Low interest rates and extensive government support for the economy have helped to revive deal activity. Resilient companies in industries that fared relatively well through lockdowns—such as TMT, food and beverage, and healthcare—have been able to take advantage of high levels of cash and strong stock prices to execute acquisitions.

The rise in deal activity in the second half obscures a bifurcated market, however. Even as activity at the top end of the market exceeded pre-pandemic levels, M&A in the middle-market remained muted, likely due to greater uncertainty around valuations.

Our overall outlook for the next 12 months is cautiously optimistic. A series of successful clinical trials have led to vaccine rollouts, providing a major boost to close the year. And stock markets have looked beyond the pandemic to crest new highs.

A more stable outlook could spark a resurgence of middle-market deals, as well as continue to encourage deal activity among larger firms.

After a difficult period, there is reason for optimism that conditions in 2021 will support the momentum in M&A markets that started to build in the final quarter of 2020.

US dealmaking robust despite COVID-19

US M&A activity fell precipitously in the first half of the year but picked up again in H2, especially at the upper end of the market

US dealmaking robust despite COVID-19

Private equity stands its ground in 2020

US buyout activity at the top end of the market dropped significantly but exit value held up in 2020

Private equity stands its ground in 2020

Sector watch

Sector overview: TMT and healthcare top the charts

The TMT sector was buoyed by global spikes in demand as the world shifted toward virtual interactions in every walk of life

Sector overview: TMT and healthcare top the charts

Oil & gas dealmaking hit hard by pandemic

Deal activity in the oil & gas sector was severely impacted by the COVID-19 pandemic, as commodities prices plummeted

Oil & gas dealmaking hit hard by pandemic

Technology megadeals shine, while mid-market activity slumps

Businesses and consumers have relied on technology more than ever through the course of the pandemic, supporting strong dealmaking at the top end of the market

Technology megadeals shine, while mid-market activity slumps

Healthcare M&A activity heats up in H2

M&A value in the healthcare sector (incorporating pharma, medical and biotech) stayed relatively robust in 2020, even without the kind of blockbuster deals the sector had become accustomed to seeing in recent years

Healthcare M&A activity heats up in H2

Consumer M&A strong despite COVID

Total M&A value in the consumer sector has dropped only 1 percent year-on-year thanks to several significant transactions in the food industry.

Consumer M&A strong despite COVID

Real estate M&A tumbles, despite bright spots in healthcare and logistics

Real estate portfolios exposed to hospitality and retail assets have struggled through COVID-19 lockdown periods, but healthcare and logistics investments have performed strongly

Real estate M&A tumbles, despite bright spots in healthcare and logistics

Decisions from Delaware

Notable decisions from Delaware courts

2020 saw several decisions from the Delaware courts that will affect M&A dealmaking. We focus on four that may prove especially consequential

Notable decisions from Delaware courts

Conclusion

Five trends to look out for in 2021

The past year has been tumultuous for M&A activity, but with a COVID-19 vaccine rollout underway and pent-up demand among PE firms, the fundamentals are in place for a busy year in 2021

Five trends to look out for in 2021
Consumer M&A strong despite COVID

Consumer M&A strong despite COVID

Total M&A value in the consumer sector has dropped only 1 percent year-on-year thanks to several significant transactions in the food industry

Insight
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3 min read

The consumer sector (comprising retail as well as manufacturing of consumer products) was one of the hardest hit through the course of the COVID-19 pandemic, with lockdowns forcing closures of bricksand- mortar shops in most areas, and consumer spending declining due to job losses and a contracting GDP.

Yet for all the disruption the sector has encountered, some verticals within consumer have thrived and M&A in the sector has proved resilient. Value fell only 1 percent year-on-year, to a total of US$70.1 billion—a far less stark decline than overall M&A. Volume, on the other hand, fell by 20 percent to 391 transactions.

Manufacturers and retailers of essential consumer products, as well as retailers with digital capability, have performed strongly. Online retailer Amazon posted a 37 percent earnings increase in Q3 2020 as revenues of US$96.15 billion surpassed analyst expectations. In its Q3 2020 earnings, Walmart reported a 6.4 percent increase in like-for-like sales and a 79 percent increase in e-commerce takings. Digital grocery shopping business Instacart earned a US$17.7 billion valuation following a 2020 funding round.

Retailers of non-essential goods, especially those focused on offline sales, faced mounting financial pressure, with large numbers filing for bankruptcy. Department store Neiman Marcus, clothing retailer J.Crew and denim purveyor Lucky Brand are just some of the consumer-facing businesses that have filed for chapter 11 this year.

US $70.1 billion
The value of 391 deals targeting the US consumer sector in 2020

Food and beverage stay strong

In this bifurcated market, deal activity has centered on opportunities in resilient consumer subsectors such as food production and convenience.

Indeed, the largest consumer deal this year saw convenience chain 7-Eleven, owned by Japanese holding company Seven & i, acquire Speedway, the gas station chain owned by Marathon Petroleum, in a US$21 billion deal. This will double Seven & i’s operating profits in the US to more than US$2 billion and strengthen its hold on the US convenience store market.

The next two largest consumer deals were in the food production space. PepsiCo acquired energy drink brand Rockstar for US$3.9 billion as part of its strategy to expand its energy drinks portfolio in response to sliding soda sales. Pre-deal, PepsiCo held a distribution contract with Rockstar that restricted its ability to work with other energy drinks brands. With Rockstar now in its portfolio, PepsiCo will be able to partner with other energy drink makers.

French dairy products company Groupe Lactalis bought Kraft Heinz’s natural cheese business for US$3.2 billion in September in the third-largest deal. The divestment is part of an internal reorganization at Kraft Heinz, which calls for the business to streamline supply chains and reduce debt.

Top consumer deals 2020

1. 7-Eleven acquired Speedway for US$21.0 billion

2. PepsiCo acquired Rockstar Energy for US$3.9 billion

3. Groupe Lactalis acquired the natural cheese business of Kraft Heinz for US$3.2 billion

This publication is provided for your convenience and does not constitute legal advice. This publication is protected by copyright.
© 2021 White & Case LLP

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