Deal Mechanics

How deals are actually done: structuring, financing, earn-outs, synergies, due diligence and transaction timing.

Macro & Rates · Capital Markets · M&A Trends · Sector Intelligence

14 articles

• The Private Credit Premium Doubles: 162bp Over Syndicated Loans and the Refinancing Flow Reverses — New-issue private credit spreads averaged 502bp in the three months to 31 August 2026, widening the premium over broadly syndicated loans to 162bp from about 123bp in the first quarter. Borrowers are refinancing back into the bank market — Catalent cut roughly $100m of annual interest doing exactly that.
• Earn-Outs After Auris: an $811m Delaware Judgment and What "Commercially Reasonable Efforts" Now Costs — The Delaware Supreme Court affirmed most of a roughly $1bn judgment against Johnson & Johnson — around $811m — over unmet Auris Health milestones. With earn-out use down to 22% of non-life-sciences deals and net-working-capital disputes rising, the drafting cost of a vague efforts clause has never been more visible.
• Brussels Recalibrates: FSR Guidelines Bed In While Omnibus I Shrinks the ESG Diligence Perimeter — The Commission published its first Foreign Subsidies Regulation Guidelines in January 2026 and signalled in July that enforcement may refocus on larger deals. In parallel, Omnibus I — in force since 18 March 2026 — raises CSRD scope to €450m turnover and 1,000 employees. Filing burden and ESG diligence are moving in opposite directions.
• Brussels Rewrites the Rulebook: New EU Draft Merger Guidelines and the Return of the $20bn Committed Package — The European Commission published its first broad rewrite of the Merger Guidelines in around twenty years on April 30, 2026, with consultation closing June 26. At the same time, EA's $55bn take-private showed that $20bn committed debt packages are available again. Antitrust timing and financing certainty are now the two variables that decide deals.
• AI-Driven Due Diligence: How Machine Learning Is Transforming Deal Execution — Artificial intelligence is reshaping due diligence processes, reducing timelines by up to 60% while improving accuracy. Early adopters report significant competitive advantages in deal execution.
• R&W Insurance Market Matures: $85B in Coverage and Its Impact on Deal Structuring — Representations & Warranties insurance coverage has reached $85B annually, fundamentally changing how deal risk is allocated between buyers and sellers in PE transactions.
• Earnout Disputes Surge 40%: Lessons in Contingent Consideration Structuring — Earnout-related litigation has surged 40% in two years, driven by pandemic-era deals with unrealistic milestones. New structuring approaches are emerging to bridge valuation gaps more effectively.
• AI-Powered Due Diligence: Transforming Transaction Speed and Accuracy — Artificial intelligence is revolutionizing M&A due diligence, reducing review times by 60% while improving accuracy. Early adopters gain significant competitive advantages.
• AI Transforms Due Diligence: 60% Time Reduction and the New Standard of Care — AI-powered due diligence tools are reducing review times by 60% and becoming the standard of care, with implications for deal velocity, cost structure, and professional liability.
• The Regulatory Maze: FDI Screening Adds 4-6 Months to Cross-Border Deal Timelines — Foreign Direct Investment screening mechanisms have expanded to 35 countries, adding 4-6 months to cross-border deal timelines and fundamentally altering execution strategies.
• Deal Structuring Best Practices: Navigating Complex Transactions — Modern M&A requires sophisticated structuring approaches. From earnouts to CVRs, understanding the toolkit is essential for closing complex deals.
• Synergy Realization: From Promise to Performance — Most M&A deals fail to fully realize projected synergies. Understanding the framework for synergy capture is essential for transaction value creation.
• Due Diligence Evolution: Technology and ESG Reshape Transaction Analysis — Due diligence practices are evolving rapidly, with technology enablement and ESG considerations becoming standard. Understanding these changes is essential for effective transaction evaluation.
• Post-Merger Integration: Critical Success Factors and Common Pitfalls — Integration execution determines M&A success. Understanding the critical success factors and common failure modes enables better outcomes in complex transactions.