Private equity (PE) funds and their portfolio companies have continued to dominate mergers and acquisitions (M&A) activity this year and are now a major force in reshaping the UK wealth management industry. Their “buy and build” models have had a profound impact on the ownership and funding of the sector. But is it proving more challenging than expected to execute the plans the PE funds have sponsored? Is the appetite among PE investors waning, and should vendors be concerned?
Probably not, judging by the recent refinancing of Shackleton by Lee Equity and August Equity’s investment in Superbia. But, what about the others that made headlines in the last few years with all their acquisitions, including Ascot Lloyd, Progeny and Titan Wealth? Well, not all transactions are disclosed, especially smaller bolt-ons that may not be publicly announced. Consolidators also need time to consolidate their targets, making sure they embed well and create synergies before moving on to the next one. So, we need to be careful with what we read from the data.
Another factor for consolidators as they scale up is the volume of their M&A having to rise commensurately to maintain momentum. Either the volume of smaller deals will have to increase, or they will need to focus on larger targets, or pursue both. In a fragmented market like wealth management, most businesses are still small. So, larger acquirers are having to fish in a much smaller pond of more sizeable businesses, being joined by an increasing number of competing anglers.
All of this combined with the FCA’s thematic review of firms involved in acquisition and consolidation activity, pressures of Consumer Duty obligations and softening earnings growth have slowed some consolidators in their tracks. As a result, acquirers and investors have become more discerning in their approach to M&A and deal volumes have varied more. Nonetheless, PE funds and their portfolio companies remain the most active acquirers in the market by a large margin.
Effective strategies for owners selling to PE-backed firms
Volatility in deal volumes has also been impacted by sellers’ evolving preferences. Many owners of wealth management practices have been approached by acquirers and their intermediaries in this rapidly consolidating market. Some have engaged in discussions – and even due diligence and negotiations – that did not end successfully. Others have gratefully declined but have learnt more about the attractiveness of their firms and the interest out there. This has made sellers savvier and better at evaluating their options.
Whilst legally “caveat emptor” (buyer beware) applies, “caveat venditor” (seller beware) has become more critical, i.e., choose your counterparty with care. Engaging with a buyer who is not capable of executing the transaction after months of due diligence and negotiations could potentially be very damaging. PE brings deal experience and resources to the project but may not have the deep industry insights and understanding of a trade buyer in assessing certain risks. They also rely on debt funding and/or draw-down facilities that are sensitive to short-term market developments, which could impact the potential to close the deal.
In addition to considering the risks with individual buyers and their backers, vendors need to understand the intricacies of the capital structures typically applied in PE investments, especially if key people are expected to reinvest in a buyer’s equity. That could be enough to put some people off, albeit PE-backed firms are eminently capable of marketing their alluring proposition.
Hence, seeking advice on the quality of buyers, their capital structures and funding would seem prudent and logical. Yet, many vendors do not source professional advice other than for transaction documents. PE firms have strong negotiation skills, so those who choose to be unadvised risk the realisable value of their firm, and potential delays in the closing or execution of the transaction.
Can you trust PE?
With its growing influence in the industry, PE plays a key role in the transition of the wealth management industry towards institutional rigours with strong governance and accountability to external shareholders. It has brought talent and expertise that help drive more efficient investment decision-making.
Also, not all PE firms are the same. They vary in their specializations, sizes and geographies. Some follow strict themes and fundamentals for their investments while others reject the conventional for more contrarian opportunities. The variety is most notable in the U.S. with its vast array of different funds, some of which are actively sourcing opportunities in the UK.
The key is to find the right backer for your specific plan and determine if you can trust them to complete a deal with you as well as supporting the business you have so painstakingly built over the years. Having the right adviser will help you achieve just that.
For the latest insights and analysis into the UK Investment M&A sector and Wealth Management industry – download MarshBerry’s Investment Sector Market Report.
