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The Impact Of Interest Rate Reductions On M&A Transactions

October 1, 2024

The Federal Reserve recently reduced interest rates by 50 basis points (4.75%-5.00%), the first rate reduction in over four years. This swing in policy change and significant first reduction is a major statement, with further cuts likely to occur in the foreseeable future. For the M&A market, this news brings opportunities for sellers, with lower borrowing costs leading to more favorable terms and an overall smoother process.

When interest rates decrease, it becomes less expensive for companies to borrow money. This directly impacts mergers and acquisitions by making financing deals more affordable. With reduced debt costs, the overall transaction process can become quicker and less complicated.

Decreasing interest rates will, in many cases, result in higher valuations for target companies. This is because lower discount rates are applied to future cash flows, increasing the present value of those cash flows. As a result, target companies become more attractive, and sellers are more likely to receive improved offers, benefiting from increased buyer competition in the market.

With senior debt becoming cheaper, acquisitions are less costly, which improves the overall deal structure. Additionally, lenders may relax their previously tough lending requirements, making it easier to finance deals. Lower interest rates reduce the risk of borrowers defaulting on their loans, leading to a more efficient lending process and quicker approvals. This reduction in borrowing costs is particularly advantageous for sellers because it can shorten deal timelines and reduce the potential for delays in closing.

While borrowing costs decrease, the due diligence process will likely become less time consuming and expensive. Buyers may not need to conduct as extensive investigation as they did when interest rates were higher. This streamlining of due diligence can reduce costs for buyers and sellers while speeding up the transaction process. Lower interest rates also decrease buyers' capital costs, ultimately leading to more favorable valuations for sellers.

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Although M&A deal activity had slowed during the period of high interest rates, the lower middle market, with deal values under $100 million, had remained a strong player. While deal activity in this sector declined, it did not drop as significantly as in other segments because these deals tend to require less financing. With the recent rate cut, this sector is expected to remain robust, as lower financing costs will help support more consistent valuations.

Many private equity firms have access to unallocated capital commitments that provide existing financing for transactions. While the M&A market has relied heavily on debt in recent years, with lower interest rates, we may see a shift toward more cash deals as banks become more comfortable lending for good acquisitions.

As interest rates decline, financing structures are likely to shift. With lower debt costs, acquisition financing terms may become more streamlined, with less reliance on structures like deferred payments or earn-outs. Deferred payments, where the purchaser pays the seller over a period of time post-closing, often put sellers at a disadvantage by deferring compensation. However, with borrowing costs lower, buyers are less reliant on such structures, allowing sellers to receive more favorable terms at closing.

Earn-outs, which allow sellers to receive additional compensation based on performance thresholds, such as EBITDA or revenue, may also become less common. While these structures can offer sellers additional value, the time value of money becomes more significant during periods of lower interest rates. Sellers may now push for larger upfront payments instead of waiting for future compensation.

In summary, lower interest rates are already positively impacting M&A deal activity. Sellers can expect higher valuations, faster due diligence, and more favorable financing structures. The overall environment is becoming more accommodating, which benefits sellers by creating more opportunities for a timely and successful sale.

With the recent interest rate reduction, it is clear that the M&A landscape is shifting, making this an ideal time for sellers to consider going to market. Lower rates are set to continue driving activity, creating a stronger environment for completing successful transactions.

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