The article addresses the following issues and aims to highlight the changes observed from 2022 to 2025:
It examines the tools that allow businesses to adapt to the new realities after 2022 (specifically, to the colossal sanctions pressure and the tightening of monetary policy).
It analyzes the transformation of business ownership structures and the growing popularity of using new forms of business operation/financing (PIFs, SPVs, LPs, SMEs).
It emphasizes the possibility of complicating pre-sale business restructurizations prior to M&A transactions.
It substantiates the assumption that the volume of conditions precedent to closing deals may expand, including through the incorporation of interim equity financing transactions. The authors believe that the prevailing conditions will lead to an increase in the proportion of multi-stage transactions (even if the ultimate goal is the complete acquisition of a business), particularly through the use of framework and option instruments.
It notes the trend towards an increasing role of equity financing in M&A transactions, as well as the growing importance of preliminary restructuring of target pledges and optimization of its impact on the operating cash flow.
It examines the current problem of the “gap” in expectations between parties to M&A deals regarding target valuations and the tools to overcome it.
It highlights new risks that buyers identify during due diligence, as well as trends in buyer protections and their mitigation in M&A transactions.