M&A Trends for 2024: Even More Structured Transactions

An article in the Financial Times about the challenges facing private equity in 2024 perfectly summarizes how deals will need to be structured in order to succeed this year.

If a seller still wants to get a good price for their business in 2024, they will need to be open to a ‘structured transaction’. Among other factors, higher financing costs and banks’ reluctance in certain sectors mean that acquisitions can no longer be financed solely through cash and bank debt. A structured transaction is a deal that involves using complex structures. These include performance-based earn-outs where sellers receive a higher price if their company performs better than expected, as well as other instruments such as vendor loans (subordinated loans from the seller), deferred payments by the buyer, or rollover investments from sellers in the acquiring company to close deals.

For both Overnamepartners and its parent company VDP, this trend is no surprise. Already in 2023, several deals were structured around earn-outs and vendor loans.
In any case, there is still enough capital available for acquisitions. However, the buyer is becoming more selective in their choices. Investors continue to actively invest in SMEs and fast-growing entrepreneur-led companies, albeit with a stronger focus on generating cash and repaying debts.