15/07/2024
Uk distressed m&a policy impacts
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The Impact of Government Policies on Distressed M&A in the UK

Could new government policies due to the pandemic start a big increase in UK distressed M&A deals?

Since the start of the coronavirus in 2020, we’ve seen few of these opportunities in the UK. But, as the government schemes end, experts think there will be a jump in these kinds of business deals. Investors with lots of money will likely get more involved, especially in areas hit hard by things like high inflation, supply problems, and not enough workers.

Businesses like shops, makers of goods, and transport are at risk and ready for more M&A action. Also, companies dealing directly with customers and those in energy are facing lots of changes. Surprisingly, finance, health, and tech companies are still doing quite a lot of deals in this area.

Handling distressed businesses well has never been more important with all the new rules. Business leaders close to going under need to know their legal duties might change soon. Getting good advice and making sure many want to buy your company are key to getting a good deal and keeping control.

With everyone wanting deals to happen fast and be sure things will work out, the government’s moves and the economy are big factors in these M&A deals. The situation is changing, offering both tough times and chances. It will definitely affect how business deals happen in the UK from now on.

Overview of Distressed M&A in the UK

In the UK, the market for distressed M&A transactions is still active. Even with the pandemic, there’s been an increase in these deals. This growth is likely due to less government help and a new focus on restructuring.

Different sectors like insurance and technology catch the eye of investors. But, industries like retail and transportation face more trouble. They’re struggling with supply issues, not enough workers, and higher interest rates. So, more companies in these fields may go up for sale.

With more distressed M&A deals happening, lenders are busier. This situation is likely to stay. Directors of such companies need to watch out for legal issues. They should know about the Companies Act 2006 to avoid problems. Following the rules on trading can help them stay out of trouble.

Dealing with these types of deals can be very complex. So, it’s smart to have experts in charge. This makes things go fast and without many problems. Quick deals with less checking are now common. This shows how important good business help and sure finances are for buyers.

Government Policies Affecting Distressed M&A

Since 2020, the UK has seen fewer distressed M&A deals due to COVID-19. New rules affect how these deals are done. The National Security and Investment Act 2021 is key. It focuses on security issues in investments. This law means some distressed M&A deals need special permission from the BEIS.

The CMA in the UK also keeps an eye on mergers for fair markets. Businesses that deal with consumers, like shops and restaurants, are at greater risk now. They’re facing many problems, from a lack of workers to high interest rates. These issues, along with the CMA’s rules, can make distressed M&A deals more difficult.

The Insolvency Act 1986 and the Corporate Insolvency and Governance Act 2020 also play a role. They guide how deals with struggling companies are managed. Directors need to be careful not to break trading laws. This makes getting the right advice from experts crucial.

Distinguishing between distressed M&A and normal deals is very important now. Sellers want good value quickly and smoothly. But the changing policies make it harder. Investors need to know the rules well and expect close checks on their deals.

Legal and Regulatory Environment

The UK has many laws for deals when companies face financial trouble. The Enterprise Act 2002 ensures that when companies merge, it doesn’t hurt competition. The Competition and Markets Authority (CMA) checks this. The National Security and Investment Act 2021 lets the government look into deals if they might affect national security. This shows that working with struggling companies comes with a lot of rules to follow.

When companies are in trouble, their deals fall under the Insolvency Act 1986 and Corporate Insolvency and Governance Act 2020. These laws help in managing company troubles and keeping people who the company owes money to, safe. Directors must focus on protecting those owed money when the company is likely to fail. This underlines how serious their role is during hard financial times.

In buying or selling businesses that are in trouble, there are many risks. Due diligence might be limited, and sellers might not guarantee anything. To make sure the deals are fair and legal, adjustments might be needed. This reduces the chance of a deal being cancelled if it seems unfair or aimed at cheating those owed money. So, company directors and experts should know these complicated rules. They should get advice to lower risks and make the most of the deal.

Economic Support Mechanisms

The post-pandemic time has seen more companies going under in the UK. This is due to big challenges like inflation and higher interest rates. Without the help from government COVID-19 schemes, these challenges are hitting hard. They are facing a lot of financial strain, pushing many towards distressed merger and acquisition (M&A) situations.

Economic support

Support in the economy is crucial in how these tough sales happen. It affects when and how companies get bought. Things like help for businesses, staying financially stable, and changing the way a company works are all touched by what support is available. For a merger or acquisition to happen during tough times, planning has to be really tight. Support from the economy can be a big help, keeping companies from going under.

Key parts of a sale when a company is struggling involve making sure the new owners know everything (‘due diligence’), what guarantees they’re getting, and certain laws. They’ve got to follow rules about things like fair trade and buying companies abroad. There’s also a lot to take care of when it comes to the people working for these companies. They need to be talked to, and what happens to their jobs in the sale matters a lot.

Buyers in these situations often prefer to buy just the good parts of a company, not the debts. Understanding what the leadership is going through, especially when they’re in a bad financial spot or legally responsible, is also very important. The rules around this in the UK have also changed, which is something everyone involved needs to know.

Right now, private investors are looking to buy cheap, but quickly, due to unstable markets. In a fast-moving market, it’s key for them to think about all the risks. Buying insurance for some of these risks can really help. Thinking about the financial health and success of these sales as a whole is crucial.

The Role of the UK Competition and Markets Authority (CMA)

The UK Competition and Markets Authority (CMA) plays a key role in the UK market. It looks at big company mergers under the Enterprise Act 2002. Its job is to make sure there’s fair competition, especially in mergers that could change how the market works.

When companies plan to merge, the CMA checks that these deals are fair. It also makes sure they follow competition laws to protect the market. If there’s a potential national security issue, like with the National Security and Investment (NSI) Act 2021, the CMA steps in. It may set rules for the merger or even stop it to keep the market safe.

Take Amazon’s investment in Deliveroo during the COVID-19 pandemic as an example. Even then, the CMA closely watched over the process to ensure fairness. It shows the importance of the CMA’s work, keeping an eye on deals to make sure they don’t hurt the market.

Effects of the National Security and Investment Act 2025

The National Security and Investment Act 2021 has led to key regulatory changes affecting distressed M&A deals in the UK. It requires clearances for deals that might affect national security. This adds more checks on these kinds of transactions.

There’s a big change in how the Secretary of State can now review certain deals after they’re done. This applies to both UK and overseas investments. Penalties for not following the rules have become stricter. So, doing proper checks before deals is more important than before.

The Government is working on making some things easier for medium-sized companies. It’s also updating guidelines on security and investment rules. It’s looking at how long checks take, buying voting rights, and deals with struggling companies.

Using the NSI Regime is expected to cost businesses between £22.6m and £62.7m a year. This includes learning about the new rules, talking to authorities before deals, and checking the market. These all add to the financial burden.

The draft laws under the Economic Crime and Corporate Transparency Act 2023 are also making changes. They want to make sure who the real people are behind a company. This may affect using home addresses as a company’s official location. These changes are another example of the complex nature of the new rules for M&A.

It also affects international trade and investment, especially in sectors with high security risks. The Government expects UK businesses to spend £3m getting used to these changes. So, everyone involved in distressed M&A needs to keep a close eye on the rules.

Director Responsibilities in Distressed M&A

Directors in distressed companies face close observation and big challenges. Their top legal job is looking after the creditors when the company might go under. They must avoid wrongful trading and fraud, which could get them in serious trouble.

Insolvencies in England and Wales are at a high point since 2009. Directors need to watch their every move. Creditor Voluntary Arrangements (CVAs) have become more common, with a 14% jump in October 2023.

This means, they require at least 75% of creditors to agree. This tough situation highlights the crucial role directors have in distressed M&A cases.

Getting into administration can sometimes help move assets to a new place, keeping the business going. Yet, directors must be very careful not to act wrongly during M&A. They have to follow specific rules, especially when handling creditors differently.

In these tough times, due diligence might be different. It could focus more on key problems to lessen risks fast. Directors have to act quickly without forgetting their main duties.

When a company winds up, directors must sell assets to help pay creditors and close the business down. This step needs them to know their responsibilities inside out. Insurers are offering new help for directors in these challenging situations, which is something they should look into.

Risks and Challenges in Distressed M&A Transactions

Dealing with distressed M&A deals comes with big risks and challenges. They’re different from normal deals. Buyers can’t check out the target company as much, so they might miss key info about its health. Also, the chances that the seller guarantees stuff are smaller. This means buyers might end up with more liabilities.

Distressed m&a

In the UK, the tough economy is making more distressed M&A deals likely. This is because things like high energy prices and inflation are putting a strain on businesses. Investors with money ready to spend will be very active in areas like retail and manufacturing. But companies looking to expand might slow down to focus on their main business.

Banks and others that lend money will have more people wanting to borrow from them. But with prices going up and interest rates rising, this could be tricky. Even so, experts think there will be more refinancing and restructuring jobs. For buyers, getting the right insurance to protect against surprises is smart, although it’s not easy in fast-moving deals.

When it comes to distressed M&A, the buyers bear the most risk. They often don’t have long to check out the target company before buying. Also, they could face challenges if sales look too cheap or dodge creditors. So, making sure the deal isn’t at risk of falling through is vital for sellers.

The Directors of these companies have a tough job too. If a company is going under, they need to pay attention to who they owe money to first. Making legal mistakes can lead to serious trouble. And pension plans could also be a cause for concern in these deals.

Comparison with Non-Distressed M&A Transactions

Distressed and non-distressed M&A deals have many differences. Distressed M&A often happens very fast with less time to check details. This is because of challenges like creditors needing quick solutions. The aim is to save as much business value as possible. In comparison, non-distressed deals give more time for checking everything. This makes buyers feel more secure about their investment.

In a distressed deal, buyers face some unique challenges. They might not get as many guarantees as they would like. They also must make decisions quickly. This quick pace can make it hard to look deeply into the company’s situation. As a result, the price of the deal might be set to help the seller fix their immediate money problems. This could include agreeing to terms just to close the deal fast and stop the assets from losing more value.

The contracts in distressed M&A often have fewer conditions. They may use special tools like holdbacks or insurance to manage risks. These steps are there to help the buyer protect themselves. They’re needed because buying a struggling company can lead to unexpected problems. On the other hand, deals where the company is not in a rush often have more checks and promises. This makes the deal safer for the buyer.

Distressed M&A also brings more legal rules for directors to follow. Directors have to think about the creditors a lot, especially when the company might go bankrupt. They could get into big trouble if they don’t. This could mean being accused of doing business wrongly or even fraud. This kind of oversight is less common in deals where companies are not in a hurry to sell. There, the focus is more on the shareholders and the company’s future success.

UK Distressed M&A Policy Impacts

The UK’s rules are changing how distressed M&A deals work. This is because the country’s economy is facing different problems. For example, there are issues with the supply chain, interest rates are going up, and the value of money is changing. Directors and investors need to understand these new laws. They must be ready to act fast and smart when they deal with companies in trouble.

Now, making investment plans has to be very careful. This is to reduce risks and keep everything legal. If a company is going out of business, the people in charge have to think about the money they owe. If they don’t do this right, they could get into trouble. It’s key to keep good records and check everything very well, even when time is short. Sellers want to move quickly and be sure they’ll get their money due to their tight budgets.

As government help for businesses winds down, more deals are expected. This creates chances in areas like shops, energy, and finance. But, making these deals happen needs strong financial plans. It’s still very important to follow the law carefully. Leaders may face big problems if they don’t. They also need to understand the complicated rules, which can change how deals happen.

Case Studies of UK Distressed M&A

Distressed mergers and acquisitions (M&A) in the UK show how companies reorganize in tough times. The COVID-19 pandemic caused economic challenges, leading to opportunities in distressed M&A deals. There are some key examples that show different strategies and their results.

For instance, JD Sports buying Go Outdoors quickly after it went into administration. The purchase of Karen Millen and Coast by Boohoo is another. This shows how a quick, well-planned deal can rescue a business from being shut down.

Bestway buying Bargain Booze and Wine Rack from Conviviality’s administrators is an example. This deal involved lenders, investors, and regulators. In such deals, the buyers and the sellers may not agree on the business’s value. Yet, these examples show that it can be sorted out.

Endless buying several companies like Antler and Bright Blue Foods shows the value of quick sales in difficult times. These deals often happen faster than usual business sales. It stresses the need to act fast and smart in these situations.

In retail, the sale of Puma Hotels Group highlights how restructuring can lead to new growth. In this case, the deal terms for the management played a big part in its success. A similar example is Hilco’s deal for Homebase, which used special insurance to solve deal problems.

The sale of DW Sports and Xercise4Less’s gyms to other firms point out some big issues in distressed M&A. Challenges include not being able to check the business fully and unexpected costs. Companies need smart ways to manage these risks for a deal to go well.

In some cases, like Wyevale Garden Centre selling 152 sites, big deals get done. Different types of investors and companies play a role in these situations. Their strategies and skills show how varied the market is for distressed businesses.

These examples make it clear how important legal, risk management, and professional support are in such deals. To succeed, everyone involved must work together smoothly. This includes those representing the sellers, the buyers, and those overseeing the deals.

Conclusion

The UK M&A market is set to pick up in difficult situations from Autumn onwards. This is caused by the pandemic’s economic impact. Buyers and their advisors face tough choices due to little info and contract safety in these deals.

Actions involved can be selling shares while the company is still viable or restructuring assets through formal insolvency. Success in these situations depends on careful research and smart plans.

Facing the challenge of distressed M&A deals, dealing with antitrust issues is crucial. This means checking early to meet the laws set by the Competition and Markets Authority (CMA). The UK is now tougher on deals across its borders, mainly in sectors like health and security.

For those in charge of struggling companies, it’s more stressful. They have to handle financial woes and legal risks. They need to act fast but make well-informed decisions about their money situation.

Buying or selling in this faster-paced, difficult market requires quick reaction and solid preparation. Sellers want to get good value while keeping their power in talks. Buyers aim for a thorough look into the business and a clear money plan. Adapting to these severe conditions, with a focus on following rules and using smart tools, is crucial for a profitable deal in this new setting.

Written by
Scott Dylan
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Scott Dylan

Scott Dylan

Scott Dylan

Scott Dylan is the Co-founder of Inc & Co, a seasoned entrepreneur, investor, and business strategist renowned for his adeptness in turning around struggling companies and driving sustainable growth.

As the Co-Founder of Inc & Co, Scott has been instrumental in the acquisition and revitalization of various businesses across multiple industries, from digital marketing to logistics and retail. With a robust background that includes a mix of creative pursuits and legal studies, Scott brings a unique blend of creativity and strategic rigor to his ventures. Beyond his professional endeavors, he is deeply committed to philanthropy, with a special focus on mental health initiatives and community welfare.

Scott's insights and experiences inform his writings, which aim to inspire and guide other entrepreneurs and business leaders. His blog serves as a platform for sharing his expert strategies, lessons learned, and the latest trends affecting the business world.

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