The hopes for a market rebound that marked the mood at the start of the year have not yet been matched by dealmaking action as continued macroeconomic uncertainty and divergence on valuations keep M&A in check. But the outlook for private capital in 2024 remains positive. Behind the scenes, there is an uptick in sell-side preparation, and the pressure to do deals continues to grow: according to PitchBook, the global inventory of private equity portfolio companies has now increased to more than 27,000—and almost half of them have been on the books since before 2020, meaning that many are looking for exit opportunities.
One recent development suggesting that the market is heating up is the return of syndicated bank loans after a long absence. Notable megadeals involving bank debt financing include Hewlett Packard Enterprise’s proposed $14bn acquisition of Juniper Networks and GTCR’s acquisition of a majority stake in Worldpay in a $18.5bn transaction that closed in February 2024.
Three factors that kept the market subdued in the first half of 2024 continue to affect the near-term outlook for private capital:
“We’re seeing a different approach to deals in this market. To be successful, you need an investment model that has something unique; something that will transform the business.”
Eric Janson,Global Private Equity, Real Assets and Sovereign Funds Leader, Partner, PwC USNonetheless, the global buildup of portfolio companies looking to exit, together with an estimated $2tn in debt due in 2024 that will need to be refinanced, means that there is no letup in the pressure for the M&A market to pick up again. If anything, that pressure is getting ever more intense. That, in turn, is changing dealmakers’ priorities.
While the US M&A market overall remains lackluster, the story is different in other geographies: markets in India and Japan are both heating up for private capital, for example. Globally, we see several important shifts in the landscape.
First, private capital continues its onward march, taking on an ever-larger share of financing deals. In the first quarter of 2024, private capital accounted for an estimated 24.1% share, up from 20.6% in 2022, according to data from Preqin. Assets under management globally for private capital have been growing at about 8% annually for the past five years to total about $13.3tn in 2023. The largest firms have achieved double-digit growth over the past five years, despite the considerable market turbulence from the COVID-19 pandemic and rising interest rates.
Further evidence of private capital’s growing role came in March 2024, when the CalPERS pension fund, the largest in the United States with assets valued at about $485bn, announced that it had approved a proposal to increase private market allocations from 33% of plan assets to 40%. The fund said ‘strong and ongoing growth in private equity returns’ was behind the decision. A CalPERS study showed that the returns from private equity over five- and ten-year periods also outpaced every other asset class as of the end of 2023. The sizeable allocation increase will make even more funds available for private deals.
Second, the tougher market conditions for private equity are driving consolidation. Limited partners are focusing on where to invest and are tending to favor bigger private market funds with multiple asset classes. Several funds exceeding $1tn in assets under management could emerge in the not-too-distant future, whereas some smaller funds are facing a harder time competing against the economies of scale of larger rivals. For M&A, this bifurcation between mega funds and midsize fund managers is likely to lead to an industry with fewer but larger players. This in turn will influence the scale and nature of M&A activities in the PE sector. Midsize managers may need to adapt to this changing environment, either by specialising in niche areas or by seeking strategic alliances to remain competitive.
Third, new money is coming into the system and may further fuel competitive dynamics. Sovereign wealth funds are a source of fresh funds with some of them starting to invest directly in deals. Additionally, the return of banks into the M&A financing arena after sitting on the sidelines is significant here, as the banks’ cost of capital is traditionally more competitive than that of private players. However, portfolio companies often find it easier to work with one party offering private credit than with a syndicated banking group. Ultimately, the combined effect will make credit more readily available, thereby helping buyers.
In this context, especially considering the continuing misalignment on valuations, dealmakers need to stand out. Gone are the days when private equity players could acquire companies, put in cheap debt and then sell in a rising market. Buyers are now looking for special opportunities for future growth and transformation plans. That mindset change is affecting the entire sector, including the middle market.
Some assets are more attractive than others. For now, four asset classes in particular stand out as most in demand.
Private capital is poised to move rapidly once the long-hoped-for upturn in M&A begins in earnest. The sheer volume of deals that need to be done—and the enormity of their financial clout—means that, when the floodgates finally open, private market players will be quick to ride the wave. Dealmakers are having to work harder in the current climate. But nothing succeeds like success, and a return to more vibrant M&A conditions will consolidate the sector and its leading players in their role as the new forces to be reckoned with.