Nick Rumsby and Alex van der Gaag Speak on Deal Trends, Consideration Structures, and Financing in UK Public M&A in 2026

Cleary Gottlieb partners Nick Rumsby and Alex van der Gaag shared their insights in the article “What’s Market Trends: Key Developments in Consideration Structures and Bid Financing in Public M&A in 2026,” published by Practical Law Corporate.

Nick commented on both the return of higher-value deals and the use of unlisted securities alternatives. He highlighted “the current market is seeing both strategic and private capital led bids. There is an ongoing drive for scale and growth in a regulatory environment that is perceived to be more constructive for deal making,” and the appeal of UK targets trading at a “persistent discount to U.S. peers.”

On unlisted alternatives, he noted their evolution from a “niche feature to an increasingly common structuring option on sponsor-led bids” for key shareholders wishing to remain invested but don’t qualify for joint offeror status, alongside the “welcome clarity” provided by the Panel’s Practice Statement 36 on disclosure expectations.

Nick also spoke on the trend of equity co-investment’s, noting its growing role in larger sponsor-led bids, enabling bigger equity commitments without over-concentrating a single fund, while questioning whether co-investors will seek greater influence or remain passive.

Alex discussed private credit’s shift from an alternative funding source to “a primary consideration for UK take-privates,” particularly sponsor-led transactions. He also noted the growing use of hybrid private credit and bank financing structures, allowing bidders to combine “the certainty of private credit at signing/offer” with the longer-term “pricing efficiencies of syndicated loans.”

Read the full article (subscription required).