UK mid-market PE activity

Mid-market PE deal volumes rose to their highest level in more than three years in the second half of 2024.
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Mid-market PE deal volumes rose to their highest levels in more than three years in the second half of 2024, driven by an improved business environment and positive macroeconomic signals.

Deal activity in the mid-market picked up significant pace in 2024 with volume up 15.5 percent year-on-year. While deal volume slowed somewhat in the third quarter (in the shadow of elections in the US and UK), activity quickly picked back up in the fourth quarter (buoyed by the 30 October budget) with 236 deals completed in that quarter.

Alex Hartley

Partner, Head of UK Corporate Finance

KPMG in the UK


In part, the volume increase witnessed in 2024 reflects a closer harmonisation of vendor price expectations and buyer valuations.

In contrast, this  had represented one of the deal blockers in 2023, particularly for assets that had mandated advisers in the more “seller friendly” periods of 2021 and 2022.


There are encouraging signs from the 2024 data that deal activity may have bottomed out in the UK in 2023, as we saw activity, both in volume and value, pick up last year.

Alex Hartley

Head of Corporate Finance

KPMG LLP


Direction of travel on capital gains taxes drives activity

 

Concerns around the potential changes to Capital Gains Tax rates in the October Budget led many entrepreneurs to de-risk at the end of 2024. We expect this theme to continue as there is still a degree of concern for the future outlook of Capital Gains Tax in the UK.



Sectors

Business services continued to dominate mid-market deal volume as investors sought out assets that could demonstrate reliable recurring revenue.

PE appetite for mid-market business services firms rebounded in 2024 with total volumes up more than 19 percent versus 2023. Already the dominant sector for inbound PE investment, business services represented 45 percent of the total deals announced in the year (up from just 38.2 percent of deals in 2020).

“The Business Services market remains a cornerstone of the M&A market and has once again demonstrated its resilience during 2024,” says Neil McManus, Partner and Head of M&A Business Services at KPMG LLP. “Professional Services remains an area of significant opportunity. At the end of 2024 Private Equity investors began realising significant returns from investments in Accounting Services and the market has started turning its attention towards Legal Services as the next area of opportunity.”

Interestingly, the Technology, Media and Telecoms (TMT) sector enjoyed the biggest volume gains in the year with a 34.9 percent rise in activity over 2023 and a 14.1 percent rise in values in the same period. “The days of valuing growth above all else are behind us,” notes Graham Pearce, Partner and Head of TMT M&A at KPMG LLP. “Yet there are still huge opportunities for scaling profitable TMT businesses that are bringing digital innovation to their sectors.”

Consumer goods and retail also saw strong volume growth of 27.5 percent as investors sought to capitalise on lower valuations. “The stabilisation of economic factors, particularly inflation, made for a more stable platform for consumer M&A activity,” adds Robert Baxter, Partner and Global Head of Consumer Goods & Retail M&A at KPMG LLP. “The sector improved significantly on the lows of 2023, but this was really a recovery, and the sector still has further to go.”

The data also suggests that a number of sectors punched above their weight in terms of values. Financial services, for example, represented 11.1 percent of total volume but 14.5 percent of the cumulative value. Energy deals represented 3 percent of total volume but 4.5 percent of cumulative values.


UK mid-market deal volumes by sector UK mid-market deal volumes by sector

Are generalist funds a thing of the past?

KPMG’s view suggests that funds are becoming increasingly sector and sub-sector focused as they strive to position themselves as thematic investors that can capitalise on niche markets and speciality areas.

“GPs who need to fundraise must show LPs their differentiation. One way this can be achieved is by demonstrating deep sub-sector expertise, which can provide conviction and, consequently, successful investing,” predicts Jonathan Read, Head of Mid-Market Private Equity, KPMG LLP.



Deal types

Mid-market PE dealmakers increased their focus on bolt-on acquisitions and minority investments in a bid to create value and deploy capital.

As PE managers seek to deploy capital with an appropriate risk profile, investing in buy-and-build platforms, and making bolt-on investments for them, has grown as a preferred value creation lever. Indeed, 2024 saw a 17.5 percent increase, year-on-year, in the volume of bolt-on investments across the UK mid-market. Yet while volume rose, cumulative values fell slightly, suggesting managers may be acquiring a higher volume of smaller assets in order to add EBITDA to existing platforms.


Bolt-ons remained the primary method of deploying funds in the mid-market, supporting the growth of existing platform investments and reducing fund risk by backing existing management teams.

Jonathan Read

Head of Mid-Market Private Equity

KPMG LLP


UK mid-market deal volumes by Type UK mid-market deal volumes by type

At the same time, 2024 also saw a resurgence in the use of minority investments. End of year data shows that the volume of minority investments is up nearly 32 percent, alongside value rises of more than 14 percent.

Hanging on to strong assets: Continuation funds

The past few years have seen a growing trend towards PE houses – both mid-market and large-cap – creating separate vehicles in order to retain valuable assets as funds run down.

“We’re seeing a greater use of continuation funds, particularly in top quartile performing portfolio businesses, where GPs are keen to continue the journey of growth alongside a handful of LPs, while still providing liquidity (and crucially DPI) to all investors in their fund,” notes Jonathan Read, Head of Mid-Market Private Equity, KPMG LLP.



Regions

Deal activity picked up across most regions of the UK as mid-market PE dealmakers broadened their regional scope to identify and build relationships with new targets.

While London remained the dominant region for dealmaking with 43 percent of the total deals in 2024, it was Scotland that saw the biggest growth in deal activity in 2024 (up 37.5 percent with 55 announced deals).

“There is a well-established private equity network in Scotland, with many national players having their own dedicated regional teams in Scotland driving a steady flow of deal activity,” comments Graeme Williams, Head of Corporate Finance M&A, Scotland at KPMG LLP. “However, we have also seen a number of London-based funds attracted to investing in Scotland, which is testament to the attractiveness of the market and the resilience shown by Scottish companies through a challenging deal environment”.

The North West and the South East also saw significant volume gains versus 2023. Indeed, without exception, volumes grew across all UK regions in 2024.


UK mid-market deal volumes by UK region UK mid-market deal volumes by UK region

Reflecting the broader trend in 2024, cumulative deal values fell in most regions with the exception of Scotland, the South East and the Yorkshire & Humber region. This likely further illustrates the trends towards bolt-ons and subsector specialisation which is leading PE dealmakers to conduct more deals but at somewhat lower valuations.

“The Midlands remains a dominant region due to many factors including its diverse economy, strong industrial base, strategic location, inwards investment in key cities, entrepreneurial spirit and skilled talent pool, offering ample investment opportunities,” adds Stuart Sewell, Managing Director – Midlands Corporate Finance at KPMG LLP.


When you look at the addressable market of investment opportunities, private equity firms are hunting across the country and, with the exception of dedicated regional funds / VCTs, are mainly agnostic on the location of the company.

Jonathan Read

Head of Mid-Market Private Equity

KPMG LLP



Exits

Following a record year for exits in 2023, mid-market PE portfolio exit activity fell back to pre-pandemic levels in 2024.

On the back of continued market volatility and geopolitical uncertainty in 2024, exit activity slowed across the mid-market. Deal count fell 14.4 percent; values plummeted 42.6 percent in comparison to 2023 (which, it must be noted, was a record setting year for PE exits). Yet even a fairer comparison to pre-pandemic levels indicates that growth in exit volumes and values has slowed.


Just one PE-backed mid-market asset conducted an IPO exit in 2024. Of the remaining 184 exits announced, 55 percent were sold to strategic investors, with 44 percent being secondary buy-outs to other funds (up from 17.4 percent in 2023).

Might changes to NIC slow exit activity?

The 2024 Autumn Budget increased the rate of employers’ National Insurance Contributions and reduced the threshold at which employer NIC becomes due on employee earnings.

“For labour-intensive businesses in particular, these changes will have had a significant impact on EBITDA. This, in turn, may well push back the exit horizons of some businesses as they look to recover these lost earnings through growth,” suggests Richard Stark, Head of Private Equity in the North, KPMG LLP.


Recent high profile exits of PE-backed white collar professional services firms should only serve to drive further activity in this area, with investors gaining confidence from these realisations of their peers and then looking to get in on the action.

Richard Stark

Head of Private Equity in the North

KPMG LLP



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Alex Hartley

Partner, Head of UK Corporate Finance

KPMG in the UK

Jonathan Read

Head of UK Financial Sponsor Coverage, Corporate Finance

KPMG in the UK