With 2021 firmly in the rearview mirror, now is a good time to explore the merger and acquisition (M&A) outlook for 2022. After an historic year, fueled by a backlog of deals from 2020, soaring global markets, plenty of access to capital, advantageous changes to tax rates, and attractive valuations, investment professionals expect a still active but cooler market in 2022.
While many of the factors that contributed to global M&A volumes topping $5 trillion for the first time remain in play, they are less pronounced. And dealmakers agree that deal volume peaked in August of 2021. This coupled with the likely rise of interest rates this year, which will increase the cost of debt, could impact valuations and slow deal volume.
Despite these potential headwinds, if you’re considering launching an M&A deal on either the buy or sell side in Q1 or Q2 of 2022, you’ll likely find a busy dealmaking environment. So let’s discuss the M&A outlook and what to watch as you prepare your materials.
Takeaways from 2021 M&A Activity
During a panel discussion at the end of last year, my fellow panelists and I discussed strategic M&A opportunities for investors and the M&A outlook for 2022. To watch the full panel discussion, click here.
As we kept an eye on deals playing out at the end of 2021, here are our biggest takeaways:
- Private equity will continue to play a huge role: Private equity firms played a huge role in M&A deals in 2021 and will continue to do so. According to one report, private equity now accounts for 30% of M&A activity. This makes sense because with the market surge, private investors have a record amount of dry powder (capital) available.
- Valuation/multiples have been climbing but will likely level out: Most M&A professionals believe that valuations in several sectors have reached their peak — or are borderline frothy. It’s hard to envision a scenario where valuations would be significantly higher a year from now and likewise, few see valuations dropping significantly. Experts expect valuations to settle at a sustainable level in the next few months.
- More selective deal strategies are on the horizon: While few practitioners expect a slowdown of the M&A market, many see more selective deal strategies on the horizon. We’ll likely see megadeals playing a transformational role and smaller, tuck-in acquisitions playing an increasingly important role for small- and medium-sized companies looking to build and scale capacity quickly with less integration risk.
Key Differentiators Remain
Looking at the big picture, key differentiators remain. Whether you are on the buy side or the sell side, you and your team will want to keep the following in mind:
1. Integration matters.
If you aren’t looking past the deal to the future, then you will be at a distinct disadvantage when negotiating. On the buyside, you’ll want to be ready to share your integration plan. Show your awareness of everything from projected revenues to cultural implications to talent management. Changes to the labor market, for example, could complicate your deal. Be ready to prove that you’re aware of these details.
On the sellside, you’ll want to make integration easy to whatever extent is possible. Identify and mitigate key risks early both in the external competitive market and in the internal workings of the company. In addition to risk mitigation, look for opportunities to create value. Be prepared to talk about how you can add value and the quickest path to increased profits as you see it.
2. Keep non-financial due diligence on your radar.
The M&A outlook also reminds us that there are a lot of factors that can affect deal success and financial performance, but which are non-financial in nature. In fact, 70-90% of M&A deals fail due to non-financial aspects.
Show your deal partners that you know where the non-financial risks and opportunities lie for your brand. Dig deep into factors such as executive reputation, employee sentiment, culture, and communication style.
Management’s credibility is also important to convey. Develop your story connecting your managers and executives to the company’s mission, vision, and values. The more you can show leadership as standing strong together, the better your prospects for closing a great deal.
3. Pay attention to middle management.
More often than not, middle management — as opposed to the C-suite — controls the narrative for employees and customers. Because managers are often more accessible and work more closely with these stakeholders, they are trusted. So, you’ll want to give middle managers the same attention you give to executives.
According to Sarah Gershman, Executive Speech Coach, CEO of Green Room Speakers, and one of Audacia’s partners, it’s important for middle managers to feel prepared to communicate appropriately throughout the deal process. “Middle managers spend most of their time interfacing with customers and doing the work,” says Sarah. “And telling the story of the merger doesn’t come naturally when you’re in the weeds. So it’s a smart idea to find an expert who can help middle management understand and empathize with their audience.”
Beyond prepared remarks, there will be questions and plenty of uncertainty. Managers are the first line of defense in helping to stabilize nerves, and they are your best line of offense in sharing enthusiasm for the next step of this transformative event. That said, the key when answering questions is to show that you understand the question. “Deep listening is a critical skill here,” says Sarah. “You want to listen not only to hear the question, but also to understand what’s behind the question and what’s at stake.”
What if someone asks a question and you don’t know the answer? According to Sarah, as long as you have demonstrated that you have really heard the question, you can feel empowered to say the magic words, “I don’t know. Let me check on that and get back to you.” Remember, it is always better to share authentic and accurate information than incorrect information or speculation.
4. Clearly articulate the narrative.
For both the buyer and seller, it is essential to be able to articulate the narrative around why this deal, why now, and why this property is best in XYZ hands. “Keep in mind,” says Sarah, “people have spoken and unspoken needs.” Unspoken needs are usually driven by emotions, like fear. To clearly articulate your narrative, you need to drill down and find the precise emotion you’re after. “If you want to inspire your audience, that’s different from motivating them or energizing them.”
With an M&A deal, addressing the other side’s unspoken needs goes far beyond explaining your unique capabilities and differentiated IP. You must also be able to demonstrate an understanding of your company’s markets, customers, opportunities, and competitive pressures. And telling the story of your company’s value within the context of the deal is key.
The bottom line: Despite the headwinds identified, the M&A outlook for 2022 is very good.
If you’re ready to ride the M&A wave this year, you need the right partners by your side. At Audacia Strategies, we’re prepared to work with you and your team as you navigate the next big deal. Contact us to discuss your M&A strategy.
Photo credit: Modern Businesspeople Having A Video Conference In A Boardroom by Jacob Lund Photography from NounProject.com