Citizens M&A Outlook Optimistic Despite Headwinds

After peak of 2021 and disruption of 2022, survey participants have positive outlook for 2023

Citizens’ 2023 M&A Outlook revealed both upbeat expectations for company performance and high desire for growth in a low-growth world in the coming year. The annual survey of 400 leaders at U.S. middle-market companies and private equity firms also indicated that buyer and seller sentiment about mergers and acquisitions will return to pre-pandemic norms as the macroeconomic backdrop stabilizes.

“Companies exited the pandemic era with a newfound resilience and, in many cases, better finances and more experienced management,” said Jason Wallace, head of Citizens M&A Advisory. “When the macro conditions normalize, we see a pipeline of buyers and sellers eager to return to the market.”

After a year of significant price adjustments, more than 80 percent of U.S. companies and PE firms believe that company valuations in 2023 will be stable or higher than in 2022, the survey found. Notably, companies and PE firms shared nearly identical views of valuations for the year ahead.

Macroeconomic uncertainty was a dominant theme of late 2022, but most middle-market companies and PE firms expect conditions to improve in 2023.

Companies do acknowledge the headwinds, however. Two-thirds of middle-market companies say inflation is making business operations more difficult, while nearly half cite the challenge of rising rates. Labor market challenges, geopolitical instability and commodity prices are also high on the list of concerns. Still, there’s evidence that companies have adapted well to the environment. Eighty-four percent say they have been able to pass some, or all, of their cost increases on to customers, a contributing factor for their confidence in the year to come.

M&A as a Growth Driver

Most middle-market companies said they expected slower economic growth in the year ahead – but they remain optimistic about their own performance. As economic challenges persist, management teams increasingly say they are looking to M&A as the primary growth driver for their companies, as opposed to organic growth.

Among middle-market company buyers, growth is by far the top reason for acquiring a company. Sixty-two percent of buyers named growth as their M&A motivation, compared with 48 percent the prior year. Sellers also point to growth as the main motivation, with 35 percent saying they seek a sale because of strategic growth opportunities, though it ticked down from 40 percent in last year’s survey. In 2023, the leading motivation bringing sellers to market is the lack of a succession plan and need for new leadership.

In terms of sector valuations, outlooks ranged considerably for 2023, though respondents said they anticipate higher valuations across every sector but transportation and logistics. Aerospace/defense and business services garnered the most bullish valuation forecasts. Healthcare was also close to neutral, a marked change from last year when it was the sector with the most bullish valuation outlook.

High-Performing Sellers in Driver’s Seat

Though valuations have retreated from 2021 peaks, middle-market companies and PE firms agree that the market environment still slightly favors sellers. With buyers on the lookout for growth, high-performing sellers could continue to have an advantage.

In terms of deal flow expectations, about 20 percent of PE firms said they anticipate lower deal volumes than in 2022 – but 34 percent said they expect increased volumes. Of those PE firms who anticipate increased deal flow, half cited an increase in PE-backed assets coming to market. A third also pointed to improving economic conditions and lower interest rates as possible tailwinds for deal flow.

More buyers and sellers showed some uncertainty about the likelihood of getting a deal done this year. However, among those sellers who indicated they were somewhat or very confident, there was a notable shift toward “very confident” – 28 percent of sellers compared to 15 percent in the prior year.

Indeed, the pipeline of sellers looks to be well-stocked. Forty percent of middle-market companies indicated they were currently involved in selling activity or open to considering it in 2023, identical to the prior year survey and up from the pandemic low of 33 percent of companies. Meanwhile, 53 percent of companies say they are current or potential buyers, up from 45 percent last year.

Another shift in this year’s responses was higher demand for advisor expertise on deals. There was a significant uptick among both sellers and buyers who look to an M&A advisor as an expert sounding board. As in prior years, the most-cited reason for using an M&A advisor was to help get the best deal price.

The survey was conducted among U.S.-based middle-market businesses ($50 million to $1 billion in revenue), as well as PE firms that are active in the acquisition and sale of U.S.-based companies in the same revenue range. Core business sectors included aerospace, defense and government services; business services; consumer; gaming, lodging and commercial real estate; healthcare; technology, media and telecommunications; transportation and logistics; and other industries.

Business executives at 276 middle-market firms and 125 PE firms who are directly involved in decision-making related to mergers and acquisitions (owners/partners, CEOs, presidents and other C-level executives and directors) completed a phone or web-based survey between November and December 2022. For more information on this year’s Citizens Middle-Market M&A Outlook, please go to www.citizensbank.com/maoutlook.

Citizens M&A Advisory specializes in middle-market mergers and acquisitions. Citizens combines sector intelligence with a client-focused approach to realize our clients' true value. The Citizens team has more than 150 M&A professionals specializing in a range of industries across the United States. Citizens M&A Advisory is part of Citizens Capital Markets, Inc., a subsidiary of Citizens Financial Group (NYSE: CFG).

For more information, please go to the Citizens website.

About Citizens Financial Group, Inc.

Citizens Financial Group, Inc. is one of the nation’s oldest and largest financial institutions, with $224.7 billion in assets as of September 30, 2022. Headquartered in Providence, Rhode Island, Citizens offers a broad range of retail and commercial banking products and services to individuals, small businesses, middle-market companies, large corporations and institutions. Citizens helps its customers reach their potential by listening to them and by understanding their needs in order to offer tailored advice, ideas and solutions. In Consumer Banking, Citizens provides an integrated experience that includes mobile and online banking, a full-service customer contact center and the convenience of approximately 3,400 ATMs and approximately 1,200 branches in 14 states and the District of Columbia. Consumer Banking products and services include a full range of banking, lending, savings, wealth management and small business offerings. In Commercial Banking, Citizens offers a broad complement of financial products and solutions, including lending and leasing, deposit and treasury management services, foreign exchange, interest rate and commodity risk management solutions, as well as loan syndication, corporate finance, merger and acquisition, and debt and equity capital markets capabilities. More information is available at www.citizensbank.com or visit us on Twitter, LinkedIn or Facebook.

This is for informational purposes only and is not a solicitation of any offer to buy or sell any security or other financial instrument or to participate in any trading strategy. This material contains forward looking statements and there can be no guarantee that they will come to pass. Information contained herein is based on data from multiple sources and Citizens makes no representation as to the accuracy or completeness of data from sources outside of Citizens.

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