M&A 2023 Recap and 2024 Outlook
2023 M&A Market Review
M&A activity in North America slowed in 2023, marking a departure from the unprecedented highs seen in 2021 and 2022. Deal closings in 2023 were more in line with pre-COVID levels, declining 19% to 15,440 from 19,089 in 2022, and notably lower than the height of 21,180 deals in 2021. U.S. PE middle-market buyout activity fell off by 27% in 2023.
Higher interest rates, fears of a recession, persistent inflation, credit market tightening, geopolitical uncertainties and a dislocation in buyer/seller value expectations across many sectors have all contributed to the 2023 decline.
Higher interest rates were a primary driver of the 2023 slowdown, leading to higher borrowing costs and lower valuations. A tighter credit market and increased scrutiny from lenders reduced debt leverage to fund transactions, especially platform investments by private equity.
The collapse of several high-profile regional banks in early 2023, in addition to the above factors, furthered economic uncertainty with fears of a recession.
Since mid-2022, the combination of leverage buyout market tightening and economic uncertainty created a dislocation in buyer/seller value expectations. This misalignment resulted in a material decrease in private equity exits, further impacting the M&A landscape in 2023.
According to Pitchbook, 75.9% of PE buyout activity in 2023 were add-ons, which is a cost efficient way for PE firms to continue to deploy capital despite higher interest rates and economic uncertainty. Financing add-ons is typically more feasible due to their smaller size and the borrowing from existing credit facilities.
Earnouts and seller notes were effective tools in facilitating deal agreements as a result of tighter credit markets, valuation disconnect and economic uncertainty.
Optimism About the 2024 M&A Environment
Dealmakers are optimistic about an improvement in the M&A environment. A survey by the ACG community revealed that 55% of respondents foresee an increase in deal activity in 2024, while 27% expect activity to remain in line with 2023. Only 18% anticipate a decline.
The EY-Parthenon Deal Barometer forecasts a 13% rebound in U.S. PE deal volume in 2024, while anticipating a gradual increase in corporate M&A activity throughout the year with an average rise of 12% in 2024.
Drivers of M&A Activity in 2024
Driven by optimistic expectations for the U.S. economy and a decrease in market challenges, a rebound in M&A activity is anticipated in 2024 by the dealmaking community. Inflation, though still higher than the Fed’s target, has decreased and interest rates have stabilized with an expected gradual decline this year. Signs of improvement are evident in traditional credit markets, and private credit has become more widely available. Equity markets have also rebounded and reached new highs.
Expected Interest Rate Reductions Should Increase M&A Activity
Although rates are projected to remain constant for the first half of 2024, an ending to rate hikes supports a more favorable financing environment. Expected rate reductions are likely to fuel M&A activity in the second half of 2024.
Buyers’ Abundant Purchasing Power
Significant amounts of capital are available for acquisitions from sovereign wealth funds, family offices, PE and VC investors and corporations with strong balance sheets. According to S&P Global, global private equity dry powder has reached a record $2.59 trillion, up 8% since 2022. A growing level of dry powder has created pressure to utilize more capital as interest rates remain steady and are expected to decline.
Narrowing Price Gap
The disparity between seller and buyer expectations has contracted and is anticipated to further narrow during 2024. Nevertheless, the highest quality assets still command a premium valuation, reflecting the continued demand for “A” quality investments in the market.
Increase in PE Exit Activity
Firms are currently retaining portfolio companies longer than usual since the decline in PE exits in the early part of 2022; in the absence of attractive exit returns, PE firms shifted toward a more hands-on operational strategy, spending more time engaging with operating professionals to enhance the performance of their portfolio companies. With pressure on PE firms from limited partners to return capital and a more favorable exit market, an increase in PE exits in 2024 is expected.
More Leverage Available in the Market
Alternative lenders now have more opportunities given the tighter traditional bank lending market over the past 20 months. There are many financing options available to accommodate the needs of acquirers. For example, the private credit market grew to approximately $1.4 trillion at the start of 2023, up from $875 billion in 2020. The market is projected to grow to $2.3 trillion by 2027, according to Morgan Stanley. We anticipate that private credit will continue to play a significant role for new deals in 2024.
Technology Is Anticipated to Increase M&A in Certain Sectors
The fast pace of technological advancements will compel certain companies to actively pursue acquisitions for the purpose of integrating new technologies into their operations to gain a competitive edge. This is expected to increase deal activity across various sectors, including artificial intelligence, health care and fintech.
Outlook 2024 – Increase in Activity Expected
Despite a generally positive outlook in deal activity for 2024, potential challenges could create headwinds for transaction activity as the year goes on. Ongoing conflicts in Ukraine and the Middle East, coupled with the unpredictability of the Fed’s future actions on interest rates and the 2024 presidential election, are key considerations for dealmakers.
We anticipate favorable M&A drivers will outweigh market challenges and lead to a modest increase in deal volume of 3% – 5% in 2024. We expect deal activity in the first half of 2024 to be in line with the last few quarters of 2023 and then increase during the second half of 2024.
Contact Us
Robert Murphy, Senior Managing Director, PKF Investment Banking
rmurphy@pkfib.com | 561.337.5324
Susan Zhang, Vice President, PKF Investment Banking
szhang@pkfib.com | 201.639.5739
About PKF Investment Banking
PKF O’Connor Davies Capital LLC (DBA PKF Investment Banking) is the investment banking affiliate of PKF O’Connor Davies. PKF O’Connor Davies Advisory LLC is a member firm of the PKF International Limited network of legally independent firms and does not accept any responsibility or liability for the actions or inactions on the part of any other individual member firm or firms.
The PKF Investment Banking team has completed over 250 M&A advisory and capital raise engagements in North America and abroad. Companies and business owners across a range of industries rely on our transaction and sector expertise, global reach, confidentiality and utmost integrity to help them achieve their objectives. We focus on privately held companies and have extensive knowledge with decades of experience advising middle-market businesses. Our key services include sell-side and buy-side M&A advisory, exit readiness and transaction planning.
Disclaimer
PKF Investment Banking provides this report for information purposes only and it does not constitute the provision of financial, legal or tax advice or accounting or professional consulting services of any kind. Securities-related transactions are processed through an unaffiliated broker-dealer, Burch & Company, Inc.
Q4 2023 Food & Beverage Quarterly Review
Amidst persisting uncertainty in other pockets of the consumer sector, the food & beverage vertical has again proven to be resilient in terms of M&A activity. Deflationary trends coupled with an on-going pent-up demand and consolidation have continued to bolster M&A appetite with healthy valuation multiples for high-quality assets. Entering 2024, we foresee a steady transaction flow throughout the food & beverage space, particularly in high-growth categories such as healthy and sustainable food products and pet.
PKFIB - Food & Beverage Industry Overview - Q4 2023
Food & Beverage Quarterly Review – PDF Download
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Q3 2023 Chemicals Sector Quarterly Update – The Prolonged (Delayed) Recovery
While it may not seem like it, there were a handful of green shoots in the third quarter that cause us to be cautiously optimistic about 2024 (despite executive sentiment reflecting more of a “grey sky” scenario, at least in the near-term). Several economic indicators point to a cooling economy and disinflationary environment – the former, generally not something to celebrate, but after 11 consecutive rate hikes by the Fed any sign of taming inflation is seen as a positive for the M&A market. Additionally, companies and customers across the chemicals value chain successfully reduced inventories while firming up their supply chains. We expect volume pressure and margins to improve as companies continue destocking efforts throughout the fourth quarter and into 2024.
Notwithstanding the above, the key themes across the chemicals sector remain largely unchanged from the second quarter. China’s recovery has shown modest improvements in domestic demand, chemical production and exports but is otherwise sluggish compared to initial expectations. Geopolitical uncertainty continues to drive global feedstock and energy costs upwards. And, headwinds from high inflation, credit tightening and recessionary fears persist. Unsurprisingly, the concerns impacting the sector have not materially shifted from those expressed last quarter.
We have reviewed the latest earnings releases and transcripts from companies across the chemicals value chain. Destocking, previously cited as a concern in 75% of second-quarter earnings releases that we reviewed – the most by far – was cited in 60% of third-quarter releases, weighing to companies’ abilities to continue reducing inventory that was built up throughout the pandemic. Significant effort is required to continue reducing inventories across end-markets as soft demand and global energy and feedstock costs continue to put downward pressure on prices and compress margins. Other concerns included cost reductions through portfolio optimization, geopolitical uncertainty and capacity constraints, to name a few. (See chart below.)
Most Commonly Cited Concerns Impacting the Chemicals Sector
Market Update
The higher-for-longer interest rate environment showed signs of stabilizing in the third quarter as the
Federal Reserve held its benchmark Federal Funds rate steady at a floor of 5.25%, the same level since
July. Owing to the Fed’s decision to hold rates steady was an ease in headline inflation, with the Consumer
Price Index slowing in October to 3.2% (4.0% excluding volatile fuel and food prices), down from 3.7% in
September.
The Consumer Confidence Index also reversed its second quarter trend, with U.S. consumer confidence declining moderately in October to 102.6 (1985=100), down from an upwardly revised 104.3 in September, marking three consecutive months of decline.
Lastly, the U.S. manufacturing sector contracted for the 12th consecutive month in October, with the ISM Manufacturing Purchasing Managers’ Index registering 46.7%, down from 49.0% in September, reversing three months of positive change. (Anything less than 50 indicates a contraction.)
While disinflation has been observed across countries, rising geopolitical tensions in the Middle East since the start of the Israel-Hamas war threaten to significantly impact oil prices and commodities more broadly. Additionally, global food shortages, both from disruptions of grain shipments resulting from the RussiaUkraine war but also severe weather events, including El Nino, could have a direct impact on crop yields, food prices and, ultimately, central banks’ goals of taming inflation.
According to the American Chemistry Council (ACC), U.S. chemicals volumes are expected to recover in 2024 as inventories have been reduced and destocking is largely completed across most value chains. “We think [destocking] has pretty much played out but demand remains relatively weak. We are starting to see some green shoots of firming demand in certain areas but it’s early days,” said Martha Moore, Chief Economist of the ACC. “In the U.S., restocking activity for basic chemicals and synthetic materials used in a wide variety of manufactured goods picked up a bit in September following a prolonged period of destocking. The gain was offset by lower output of specialty chemicals, however,” said Moore.
Raw material feedstock deflation helped offset volume losses across sectors, albeit modestly. Chemical output volumes are expected to fall to 1.0% in 2023, with a year-over-year decline in all segments except consumer products. (See chart below.)
U.S. Chemical Volume Output and Forecast
Declines in petrochemicals and organic intermediates, synthetic rubber and manufactured fibers led basic chemicals output to fall 2.5% in 2023. Coatings and resins declines drove specialty chemicals output down by 1.4% and declines in fertilizers and crop protection chemicals weighed on the agricultural sector, which is expected to contract 1.1% in 2023. Consumer products was the bellwether amongst chemical sectors, with increased consumer spending resulting in a year-over-year gain of 4.2% in 2023. Volumes are expected to rebound 1.5% in 2024 with gains in all major segments, according to the ACC.
Outlook
Several metrics and underlying data point to fundamental industry improvements, but the outlook for the fourth quarter and further into 2024 is mired in uncertainty and volatility. Executive sentiment, as shared in third-quarter earnings releases, falls somewhere between what we would describe as static to moderately concerned – short of our cautiously optimistic outlook leading us to conclude that the long-delayed earnings recovery has been further pushed out into 2024.
- Albert Chao – President & CEO, Westlake: “This volatile economic backdrop, combined with ongoing geopolitical turmoil and an almost seasonal decline in demand, leads us to expect challenging conditions to continue throughout the fourth quarter. The uncertain macroeconomic outlook makes it difficult to predict demand trends over the next several quarters.”
- Lori Ryerkerk – Chairman, President & CEO, Celanese: “I would say based on conversations with customers, I would expect some moderate growth across next year as we start to see some demand coming back. But I would also say the timing of when that starts and the pace at which that happens is very uncertain.”
- Conrad Keijzer – CEO, Clariant: “While we expect to see an easing inflationary environment, we do not expect an economic recovery in the final three months of 2023.”
- Peter Vanacker – CEO, LyondellBasell Industries: “…we expect that challenging market conditions will persist through the remainder of the year and into 2024…Integrated polyethylene margins will likely be constrained by higher feedstock costs and new market capacity. We expect that European markets will remain highly challenged. Weak market demand, coupled with rising feedstock and energy costs, are likely to continue to compress margins.”
- Christian Kullman – Chairman & CEO, Evonik Industries: “…the global economy and the situation of the chemical industry has not improved since our last call. Demand still remains weak and it’s even weakened further in some areas.”
- James Fitterling – Chairman & CEO, Dow: “…we’re continuing to see strength in areas like telecommunications and data centers. Automotive, even in the face of the strikes, is holding up relatively well and our view is that it should bounce back…I think that we’re positioned that once the weight of inflation starts to moderate, that things start to turn back in a positive direction, and our view is that we could be in better shape for 2024.”
Despite the current backdrop and uncertain future, the longer-term outlook for the U.S. chemicals sector is positive, with the Gulf Coast advantaged feedstock position favoring U.S. production for the foreseeable future. Additionally, the ACC’s Martha Moore noted that “capacity expansions in customer industries motivated by recent legislation (e.g., IRA, IIJA, CHIPS) and re-/near-shoring of manufacturing to North America will support U.S. chemistry going forward… with competitive energy fundamentals and the resurgence in U.S. manufacturing from once-in-a-generation legislative initiatives to promote clean energy, infrastructure, and a strong domestic manufacturing base.”
M&A Landscape
In the third quarter deal activity and valuation multiples for private company chemicals transactions increased, according to GF Data, though this can be misleading as the data is only representative of companies and transactions that were reported to the site. The average transaction multiple for 2022-2023 was 7.9x EV/EBITDA, significantly above the 10-year average of 7.2x. It’s worth noting that in prior GF Data reports, no 2023 metric was provided for private chemicals transactions. In our second-quarter update, the average transaction multiple for 2022 was 7.1x, leading us to conclude that deals in 2023 were well above 7.9x, though, again, this can be misleading and disproportionately skewed to one or two transactions. (See chart below.)
Private Middle-Market Chemicals Manufacturing Transaction Multiples Over Time
In the broader chemicals and global M&A market, there hasn’t been much to celebrate in 2023. But investors are coming to terms with the higher-for-longer interest rate environment and expect it will be the second half of 2024 before a potential rate cut by the Fed.
High-quality assets continue to garner outsized interest as more and more investors are chasing fewer and fewer premium opportunities. Private equity firms are increasingly under pressure to exit long-held portfolio companies, return capital to LPs and deploy dry powder, though the latter is a far less concern than the former given the current environment and limited high-quality investment opportunities in the market. Moreover, the higher cost of capital has forced private equity firms to contribute more equity in transactions, lowering their return targets. But this isn’t necessarily bad for all parties. According to the Association for Corporate Growth (ACG), “because of high interest rates and lower leverage, sponsors are often putting more equity into a deal or engaging minority stake investors, which M&A experts think is a net positive for companies and gives them more confidence. At the same time, seller valuation expectations are starting to come down to more normalized levels.”
While a host of factors have contributed to the tepid M&A market in 2023, investors know they can’t sit on the sidelines forever. Based on the increasing rate of inquiries we’ve been receiving from clients, we expect to see a modest uptick in deal activity in the first half of 2024.
The PDF version of this article can be found here.
About PKF Investment Banking
PKF O’Connor Davies Capital LLC (DBA PKF Investment Banking) is the investment banking affiliate of PKF O’Connor Davies. Securities-related transactions are processed through an unaffiliated broker dealer, Burch & Company, Inc.
The PKF Investment Banking team has completed over 250 M&A advisory and capital raise engagements in North America and abroad. Companies and business owners across a range of industries rely on our transaction and sector expertise, global reach, confidentiality and utmost integrity to help them achieve their objectives. We focus on privately held companies and have extensive knowledge with decades of experience advising middle-market businesses. Our key services include sell-side and buy-side M&A advisory, exit readiness and transaction planning.
The PKF Investment Banking team has advised on numerous, successful transactions in the chemicals sector in the private and public markets. Our chemicals experience encompasses a variety of sub-verticals across the chemicals value chain, including chemical distribution, commodity chemicals, differentiated chemicals, specialty chemicals, pigments and additives, coatings and adhesives and agchems and fertilizers.
Contact
Daniel R. Potton
Director, Industrials
PKF Investment Banking
dpotton@pkfib.com | 646.449.6386
Disclaimer
PKF Investment Banking provides this report for information purposes only and it does not constitute the provision of financial, legal or tax advice or accounting or professional consulting services of any kind. Securities-related transactions are processed through an unaffiliated broker-dealer, Burch & Company, Inc.
M&A Deal Activity Stabilizing in Second Half 2023
The decrease in North American M&A deal count has shown signs of slowing down, as illustrated in the chart below. After six consecutive quarters of consistent decline following the peak in Q4 2021, the rate of decrease in deal count appears to be moderating. PKF Investment Banking estimates M&A deal activity stabilizing in the second half of 2023. We expect Q4 to be similar to Q2 and Q3 levels of 3,600 – 3,700. It is important to highlight that the North American M&A deal count in 2023 is projected to approach the preCOVID levels seen in 2018 and 2019, both of which were considered strong M&A markets.
The decline in activity in 2022 and 2023 can be attributed to several factors: higher interest rates, recessionary fears, persistent inflation, tightened credit markets, geopolitical uncertainties and a dislocation in buyer/seller value expectations across various sectors.
The lower middle market (LMM) with deal sizes ranging from $10 million to $250 million is less impacted by interest rates and tightening debt markets. This is due to more moderate leverage levels associated with these deal sizes, and many of the LMM deals involve add-on acquisitions. While LMM activity has benefited from an increased focus on add-ons by PE, it has not been immune to the headwinds mentioned above.
A Pause in Interest Rate Hikes Reduced Upward Pressure on Borrowing Costs
The Federal Reserve’s decision to maintain the rates steady at 5.25-5.50% during its September 19-20, 2023, FOMC meeting marked a temporary break from the previously aggressive rate-hiking campaign initiated in March 2022 to combat inflation. This pause, expected by the market, provided relief by easing the upward pressure on borrowing costs, a key challenge for dealmaking. It’s worth noting, however, that the Federal Reserve has indicated the possibility of another rate increase beyond the current 5.25% to 5.50% range. This reflects the central bank’s ongoing effort to balance inflation control with support for economic growth and stability.
PE Platform Activity Continued to Decline while Add-on Activity Remained Steady
According to Pitchbook, platform deals declined by 20.6% in value from the prior quarter and 42.9% YTD. Higher debt financing costs and contracting leverage ratios remain challenges to platform deals.
On the other hand, add-on deals, with much smaller deal sizes and lower reliance on new debt, have consistently represented over 70% of all buyouts. Pitchbook reports that add-ons have reached a near record high share of all PE buyouts at 76.1% YTD.
With $1.4 trillion in unspent dry powder, PE firms are utilizing add-on opportunities to deploy their capital while awaiting a more favorable environment for platform acquisitions.
M&A Transaction Backlogs and PE Exits Are Waiting for Market Resurgence
The deceleration of M&A activities since 2022 has led to a backlog of M&A transactions waiting to go to market. Concurrently, the PE exit markets have continuously shown signs of a downturn. According to data from Pitchbook, Q3 saw a total of 275 PE-backed companies exiting the market, accumulating an exit value of $44.1 billion. This marks a decline of 6.9% and 40.7% on a quarterly basis, respectively.
Factors such as economic uncertainty, a challenging lending environment and valuation volatility have dampened the enthusiasm of PE firms for pursuing new deals. Instead, they are increasingly inclined to extend their ownership of portfolio companies. Chiefexecutive.net reports that the median holding periods of PE-backed portfolio companies have reached historical lengths, now standing at 5.6 years, the longest duration observed in over two decades.
As the economic landscape stabilizes and financing dynamics improve, accumulated M&A backlogs, particularly those comprising PE-backed portfolio companies, are poised to offer a pool of attractive assets for prospective investors.
Valuation Compression in 2023
Recessionary fears, disappointing company performance, higher borrowing costs and a tighter lending environment have collectively pushed down valuation multiples across the board. However, the shift in valuation multiples varies significantly across industry sectors and individual company performances. A flight to quality by investors continues. Companies demonstrating robust operating performance in sectors better equipped to withstand a recession continue to experience strong valuation multiples.
The chart below illustrates TEV/EBITDA multiples categorized by TEV tier on a rolling four-quarter basis.
The lower end of the LMM has shown more resilience in terms of valuation multiples. PE firms remain highly active in pursuing add-on acquisitions to grow their platforms. Additionally, lower debt leverage is utilized in these deal sizes, and there is less of a valuation disconnect between buyers and sellers, as deals in the LMM tend to transact within a tighter multiple range. It is worth highlighting the noticeable increase in the utilization of earnouts and seller notes to help bridge the valuation gap.
Outlook – Near Term Stable Activity Level with Moderate Increase Later in 2024
In the coming quarters, we anticipate stable activity levels in the M&A market for Q4 2023 and Q1 2024, with the expectation of a gradual increase in activity during 2024. Several compelling near-term drivers could stimulate M&A activity:
- Moderating Interest Rates. Private equity activity is expected to increase as interest rates in North America stabilize and eventually decline. Lower interest rates will make financing more attractive and accessible leading to a resurgence in deal-making, especially LBOs within the PE sector.
- Record-Level Dry Powder. With substantial funds on hand, PE firms are under pressure to seek out viable investment opportunities rather than letting their raised capital remain idle for extended periods.
- Valuation Convergence. The narrowing gap in valuation between potential buyers and sellers is likely to facilitate more fruitful negotiations and bring both parties back to the table, spurring increased M&A transactions.
- Sizable Deal Backlog. A backlog of M&A deals, combined with an abundance of exit opportunities for PE-backed firms, is expected to create a wealth of investment prospects. We believe sponsors will adopt a more assertive stance in deploying capital to close out existing funds and to capitalize on portfolio company realizations, which will support future fundraising efforts.
While we acknowledge the existing challenges, these key drivers offer reasons for optimism within the M&A landscape as we navigate through the uncertainties of the coming quarters. For pdf version click here.
Contact Us
Robert Murphy
Senior Managing Director
PKF Investment Banking
rmurphy@pkfib.com | 561.337.5324
Susan Zhang
Vice President
PKF Investment Banking
szhang@pkfib.com | 201.639.5739
About PKF Investment Banking
PKF O’Connor Davies Capital LLC (DBA PKF Investment Banking) is the investment banking affiliate of PKF O’Connor Davies. PKF O’Connor Davies Advisory LLC is a member firm of the PKF International Limited network of legally independent firms and does not accept any responsibility or liability for the actions or inactions on the part of any other individual member firm or firms.
The PKF Investment Banking team has completed over 250 M&A advisory and capital raise engagements in North America and abroad. Companies and business owners across a range of industries rely on our transaction and sector expertise, global reach, confidentiality and utmost integrity to help them achieve their objectives. We focus on privately held companies and have extensive knowledge with decades of experience advising middle-market businesses. Our key services include sell-side and buy-side M&A advisory, exit readiness and transaction planning.
Disclaimer
PKF Investment Banking provides this report for information purposes only and it does not constitute the provision of financial, legal or tax advice or accounting or professional consulting services of any kind. Securities-related transactions are processed through an unaffiliated broker-dealer, Burch & Company, Inc.
Q3 2023 Food & Beverage Quarterly Review
The food & beverage sector has again been a consistently active vertical in the most recent quarter. As mega deals are slowly being announced more frequently, the sector’s overall M&A activity was mainly supported by middle market deals of smaller size. Despite a few remaining sector headwinds, deflationary trends are beginning to appear at the macroeconomic level, particularly related to input costs, which has partially spurred the continued M&A volume. Overall, it has been observed that there is still a good deal of demand for, and healthy valuation multiples being placed on, high-quality food & beverage assets. Learn more here.
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