What's The Big Deal?
Get the view from the inside. Every week, Graham Smith (ex-Ares) and Deborah Taylor (ex-Barclays) take a look at Wall Street’s headline-grabbing deals.
From mega-mergers and hostile takeovers to complex private credit transactions, they break down the why, the how, and the who behind the numbers.
What's The Big Deal?
Q1 2026: A Record-Breaking M&A Quarter — Inside the Unilever $45BN Deal
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Q1 2026 just delivered the most mega-deals in a single quarter, ever!
But not every deal in this bumper period is one to celebrate.
This week Deborah and Graham break down what's driving the surge in $10BN+ transactions, then go deep on one of the quarter's most talked-about deals: Unilever selling its food business, including Marmite and Hellmann's, to McCormick for $45 billion.
On the surface it looks like a bold strategic pivot.
But when you crunch the numbers, the picture gets complicated fast.
Low valuation multiples, 4x leverage, €500M+ in separation costs, and a structure that means Unilever isn't actually exiting at all, yet.
What you'll learn:
• Why Q1 2026 may be the best quarter for mega-deal M&A on record and what's really driving it
• How pent-up demand and a permissive antitrust environment are unlocking dealmaking despite geopolitical uncertainty
• Why Unilever has been systematically exiting food, and what structural pressures are hitting the whole industry
• What a Reverse Morris Trust actually is, and why it makes this more of a spin-off than a sale
• Why the Kraft Heinz deal fell apart, and what that meant for Unilever's options
• How to read the valuation: 13.8x EBITDA, 4x leverage, and what the market's 7% share price reaction tells you
• Why private equity wasn't interested, and what that says about the investment case for food businesses right now
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So the big deal this week isn't one deal. We're talking about the MA Roundup for Q1.
SPEAKER_00Is this actually a sale of a business or a spin-off?
SPEAKER_02I think what happens realistically in this space is even if there's a bunch of uncertainty, you've got all this pent-up demand for MA.
SPEAKER_00Companies typically do this when they have a business which is underperforming relative to the rest of the business.
SPEAKER_02In the near term, it does feel like it's gonna be tough.
SPEAKER_00But the food industry is under so much pressure at the moment. It's a really competitive, mature industry and very low growth.
SPEAKER_02When are we gonna know if this transaction is really a success or not?
SPEAKER_00Hi to all our
Intro
SPEAKER_00listeners and welcome to this week's episode of What's the Big Deal, where we take a look under the hood of major deals in the public and private markets and explore developments in the finance industry. My name is Deborah Taylor, and I'm going to use my experience from my career in investment banking to bring insights from a public markets perspective.
SPEAKER_02And I'm Graeme Smith. I'm going to use my experience in private equity and private credit to bring the private market perspective here.
SPEAKER_00Thanks, Graeme. And please do introduce what's the big deal that we're going to be looking
Q1 2026: Record mega-deal M&A
SPEAKER_00at this week.
SPEAKER_02So the big deal this week isn't one deal. We're talking about the MA roundup for Q1. I don't know how we already reached the end of a quarter, but we've got some preliminary stats for deal activity in Q1 preview. It's been a bumper quarter for MA, particularly in the in the mega deal space. We say mega deals, we're talking deals over $10 billion in enterprise value. So in Q1 2026, we had about $1.3 trillion in total MA. And we're yet under the hood of a couple of the big transactions that's that's made up that number.
SPEAKER_00Absolutely. So we've got two big topics to unpack. And I have to say, I'm especially excited about the deal deal we're going to look at. We're going to look at Unilever because we finally get to talk about a European company. So in terms of what we'll cover in this episode, uh, we'll start off with the big picture. Um, Graham, you'll talk us through Q1's bumper MA deals. Um, and also maybe we can talk a little bit about what's driving that surge in mega deals. Uh, we're then gonna take a bit of a dive into the Unilever deal and we'll answer two big questions. Firstly, why Unilever exiting the food business? Has this industry gone stale? And then, secondly, is this actually a sale of a business or a spin-off? Plus, we're gonna crunch the numbers and see whether this is a good deal or a recipe for a shareholder disappointment. So, Graham, why don't you kick us off with a review of Q1 MA? What particularly is driving this?
SPEAKER_02Yeah, so Q1 MA, again, we had a bumper quarter for mega deal MA, again, mega deal over $10 billion. These are really the deals that are driving most of the MA volume. So when we talk about $1.3 trillion total enterprise value in Q1, great quarter for MA, it's really important to look at both the big, the big, and the small side. So we have technically speaking, I think Q1 2026 was the best quarter overall in terms of number of mega deals. I think we had 22 deals over $10 billion in EV. The last quarter we came close was Q4 2015, where you had 21 deals over $10 billion EV. Now, I mean, we're both financial trainers, so if we want to be intellectually honest about that, I guess we really need to adjust 2015, $10 billion to 2026. But even if we call that, I don't know, say $14, $14 billion, we've got basically we're neck and neck with the the best quarter ever for Mega Deal MA. And I think there are a few things
What's driving the surge — tariffs, uncertainty, and pent-up demand
SPEAKER_02that are that are driving that. One is we've had so much uncertainty over the last couple years, really, in terms of, well, recently, recently the Middle East conflict, but generally, at least in the US, we've got tariff uncertainty. The political environment here has been kind of all over the place. And it's interesting, I was talking to one of my one of my friends who's still in banking. He runs one of the MA teams at a shop here in LA. And he was saying when, you know, when our president was first elected and started opening his mouth about tariffs, everything was off, right? Everyone, everyone put pencils down and just not a lot was happening. It's like that line from Jurassic Park where life finds a way. I think what happens realistically in this space is even if there's a bunch of uncertainty, you've got all this pent-up demand for MA, for transactions, and ultimately it's gonna happen sooner, sooner or later. And I think what we're finding is people are saying, yeah, there's some uncertainty in the world, but I've got this deal that I've been trying to get done for a while. Let's just go ahead and see if we can push it through. The other thing in terms of the political environment here, that a lot of people have been saying is obviously we've got antitrust concerns. Anytime we talk about mega deals, we've generally got a political environment that's fairly friendly to this kind of transaction. So I think people are kind of weighing up. Yeah, I've got economic uncertainty, war in the Middle East, but at the same time, I've probably got a much easier job of pushing a deal through that otherwise might have been tricky in a different political environment. Uh but it's really, this is really driven by the by the mega deals. So if you look at, I mean, overall the league tables for MA look great. But I think if you're if you're one of the players that is participating in in this kind of MA, you're feeling pretty good about life right now. But the smaller deals just haven't been there to the same, to the same extent. So it's really these 22 deals over $10 billion that's really bumping up the MA league
League tables: Goldman leads, but boutiques are winning too
SPEAKER_02tables this quarter. So it's kind of a tail of two outs.
SPEAKER_00And Graham, you say, I love this phrase, life finds away. To what extent is this private markets find a way? As in, is some of this fueled by the level of dry powder in the private markets? Is that fueling the surge?
SPEAKER_02I mean, I think like we were talking about this, we were talking about this the other week in terms of the amount of dry powder available in both private equity and private credit. We've talked about public companies staying private longer just because so much funding is available. I think absolutely, right? Let's let's put yourselves in the position of you, you run a private equity fund, you run a private credit fund, you've raised a bunch of money from investors. Ultimately, you need to go put that money to work if you want to earn a return on it. So you can't sit tight that long. I think for those reasons, we're always gonna see these waves up and down where people push the pause button on things in times of uncertainty. But ultimately, this backlog of pent-up demand is gonna work its way through the system. And I think that's playing out, that's playing out here and now today when we see this record-breaking MA deals.
SPEAKER_00And in terms of league tables, is there any color you can provide around which banks particularly are sort of winning around the MA deals?
SPEAKER_02So Goldman Sachs always seems to find their way to the top. So they are, in terms of Q1, they're number one in the in the MA league tables at $425 billion. Then you've got the next three biggest banks uh just behind Goldman at JP Morgan, Morgan Stanley, and City in the $200 to $270 billion range. So I think it's fair to say the big banks that have a bunch of different industry teams are just really present across a lot of these deals. And then you start to look at some of the more, some of the more niche and some of the more sector-focused players, and even firms that you would expect to be not quite as high, say on the on the M ⁇ A League tables this quarter, say, like a Rothschild as an example, $100 billion. They advised on on the Unilever transaction, I believe. So you you look down, you see Lazard, Centerview, Rothschild, Evercore, Barclays, you've got a bunch of a bunch of other banks that some of these are more sector focused, a bit more specialist. It doesn't necessarily matter that you're a smaller bank compared to City, JP, Morgan, Goldman. If you're advising on these big deals, you're still doing really well from an MA perspective. All right, so Debs, on the note of mega, mega deals and big ticket MA, we've got one we're gonna dig under the hood of a little bit more this week. This is a company you
Unilever's food exit: de-fooding the portfolio
SPEAKER_02know pretty well. So let's talk about Unilever's disposal of their of one of their foods businesses to McCormick. What happened here?
SPEAKER_00Yeah, well, let's just start off for listeners that aren't familiar with Unilever. It's a conglomerate that has food, home, and personal care products. And over the last few years, it's been sunning down a lot of its food businesses. I know a lot of analysts have been referring to this as them defooding their portfolio. Um, it sold its tea business a few years ago. Its ice cream business was spun off just at the end of last year. And now they're selling the main food business. Now, in terms of what's in that business, there's a whole range of different products, but some of the flagship products are marmite and helm's. Now, Graham, is marmite a big thing in the US? Does that mean anything to you?
SPEAKER_02You can tell by the reaction on my face that it that it's not. Uh so for our US listeners, marmite is a it's it's like a yeast spread. Is that is that right? It is.
SPEAKER_00It's a really strong flavor.
SPEAKER_02It's I feel like almost unanimously loved across across the UK, but it's very much a love it or hate it, love it or hate it kind of situation. Absolutely. Well, this is my British friends when I find out what they use marmite for. It's like marmite avocado toast. I'm as as a as a native-born Californian, I'm like, what is this?
SPEAKER_00I know it sounds really weird. And their slogan actually was their advertising slogan, was love it or hate it. And it's actually now entered the lexicon in in England. Like we refer to things as being a marmite product, as in you either love it or hate it, like polarizes opinion. So for us, this is a big deal. Um, and in terms of why they're trying to sell it.
SPEAKER_01Marmite's getting swords. Like, are there riots on the street in London today?
SPEAKER_00There will be, I'm sure. At least I'll be rioting on my own because I do love it. Um and in
Why sell? The food industry under pressure
SPEAKER_00terms of why they're trying to sell this business, well, any disposal is about unlocking value. You know, when we're talking about MA and combining businesses, we're talking about creating value by putting companies together. The classic phrase is one plus one equals three. But when we are disposing of businesses, we're going the other way. We're saying that the businesses will be worth more when they're separate. So effectively, three equals two plus two. So that's what they're trying to do. And companies typically do this when they have a business which is underperforming relative to the rest of the business. It's like dragging down the performance of the whole group. So it's a bit like benching your weakest player on a football team.
SPEAKER_02Was this just by the way, was this is this prevalent across all their foods businesses? Like, what's the what's the main reason that Unilever has decided to dispose of ostensibly all of their foods businesses, not just not just a couple?
SPEAKER_00It's a great question. Actually, this is a really interesting one, I think, because this is a reflection of the fact that the food industry is under so much pressure at the moment. It's a really competitive, mature industry and very low growth. Now, Unilever's food business in general has been growing at such a low rate over the last few years. I mean, probably around two, two and a half percent growth. Now, if you compare that to other parts of their portfolio, like the the beauty and personal care products, that's been growing at around six, seven percent a year. So there's a real divergence in terms of growth rates. And it's not just unilever, it reflects the fact that the food industry has been under quite a lot of structural pressures. Um and I think the two key pressures which have particularly emerged in recent years are versatile weight loss drugs. Um, so those weight loss drugs, there's been research that shows that households where someone is using one of these weight loss drugs, they spend 5% less on their food per year. And in addition to that, we've got a cost of living crisis that's been happening because of inflation. And people tend to trade down quite quickly on their food purchases. They move away from branded food products. And you know, in when people are under pressure with their budgets, uh, there's something called the ellipstick effect where actually people prioritize small luxuries. They don't prioritize buying branded food or even their favorite marmite. So this is universal across all the food industry that there's been these pressures. And we have seen other businesses disposing of part of their food food portfolio. For example, Nestlé's uh looking to dispose of its ice cream business, and General Mills has disposed of a number of their brands.
SPEAKER_02So basically, am I right in thinking that Unilever's basic math here or basic, basic kind of hypothesis, is we have we have our overall, our overall combined business. We think we are getting hurt too much with, say, a low valuation multiple because everyone is everyone is penalizing us too much for this, this, for lack of a better word, kind of crappy, crappy food businesses that we have. So just sell these and then up the valuation multiple anyway on the core part of the beauty business. Is that is that kind of logic?
SPEAKER_00Absolutely. And they're basically trying to pivot to becoming a pure play, beauty, and personal care products business. And they're moving away from this strategy where they want to be a really diversified sort of behemoth of a business and they're going to become much more focused. But yes, absolutely, this should be rewarded in theory by a higher multiple. But we'll see if that plays out.
SPEAKER_02Okay, so Debs,
The transaction structure: Reverse Morris Trust explained
SPEAKER_02what is this specific transaction involved? Just give me, give me some some kind of high-level beats on exactly what's happening with just this one sale.
SPEAKER_00Yeah, it's a good question, and it's actually quite complicated. Um, the spoiler here is this isn't actually a proper disposal. It's more what I'd describe as a gradual withdrawal from the food industry for you and Lever. Now, they what they're actually doing is they're selling their food business to uh McCormick for $45 billion. Um there's two really important things here. First of all, as part of the sale, they get $16 billion in cash, and then they get about $29 billion worth of shares in the combined business. Now, McCormick is much smaller than Unilever's food business. Uh that's less than half of the size. And so the shares that are received by Unilever, well, that gives them a 65% stake. That's a controlling stake in the combined business. So this is definitely not a full exit by Unilever at this stage. Though they do say they plan to sell down their stake gradually over time. Now, the reason that they're doing this slightly complicated transaction is tax. That's generally the case. When things seem complicated, it's usually to get around tax rules. Um, and what they're actually doing is they're using a structure called a reverse Morris Trust. Now, this is a structure which is pretty much as boring as it sounds, but it is really important because um it does result in the deal being more of actually a spin-off than a disposal. Now, in terms of what a reverse Morris Trust involves, in case you want to impress your friends uh over dinner with what it actually is, um, well, what's going to happen is Unilever starts off by creating a shell company and it transfers a food business into that shell. And it then Unilever then hands the shares in that company to McCormick. And then McCormick owns the food business. They then hand over their cash and their own shares to Unilever. And because McCormick is so much smaller than Unilever, that means that when Unilever gets the shares, they retain control in the business that was handed over to McCormick. And that's important because the fact they retain control allows them to avoid tax. You know, when whenever you sell something, whenever I sell something like shares, when companies sell shares, there's always a risk of being having to pay taxes on that. So this structure is specifically to avoid them having to pay taxes. And that's much more similar to a spin-off where you don't usually pay tax on a spin-off.
SPEAKER_02Do we know? I I don't know the answer to this question. Do we know why it's called a reverse Morris Trust? Was this, again, the first time this structure was used, the company was used with, or the name of the lawyer who invented it? Do we have any idea why we have spin-off, split-off, and then reverse Morris trusts? Like what's the what's the backstory here?
SPEAKER_00Graham, that is a great question. And the answer is as boring as the name reverse Morris Trust suggests, which is it was the only thing. No, it was the first time it was the court case where it was first ruled that this was a tra a tax-free transaction. So there you have your answer, and you can impress your friends at dinner parties with that too.
SPEAKER_02I'm sure everyone's gonna be really, really thrilled to hear that at a dinner party. But it's good, it's good to know.
Does the deal make financial sense?
SPEAKER_00Absolutely.
SPEAKER_02Okay, so there's there's obviously a lot going on here. I mean, there there is and there isn't. This is a this is a well-understood structure, but there are a lot of moving pieces. It feels complicated in terms of what this actually accomplishes for Unilever. Does it make sense from a financial perspective? And when are we going to know if this transaction is really a success or not?
SPEAKER_00I think my view is that an exit from the food business by Unilever, it actually does make sense. But this particular deal probably isn't the outcome that Unilever was looking for. Um and that's partly because it's not a full exit and also because the numbers don't look great, if I'm honest. Now, I think some context is needed here. Now, behind the scenes, Unilever had been having negotiations with Kraft Heinz, but these discussions they fell apart just in recent months because of competition concerns. And I think this would have been a much better deal. It would have given them a full exit, and an exit to a really large buyer with lots of strategic overlaps, they probably would have achieved quite a good price if they pursued that.
SPEAKER_02European competition concerns, American competition concerns. I'm just thinking because we were talking about how so many, so many players right now are pursuing MA because we think actually getting the regulatory clearance in the US is gonna be easier than normal. I guess here we've got to worry about we've got a big global company, we've got to worry about the regulator, not just in the US, but in the EU as well.
SPEAKER_00Absolutely. I think the challenge here is that both global businesses, you're gonna have to get sign-off from the competition authorities in every major location where there is really big strategic overlap. So I think that's probably what derailed the negotiations. Um, and that's problematic because it then leaves you and Lever with fewer
Why the Kraft Heinz deal fell apart
SPEAKER_00options in terms of who to talk to. Now, in terms of the numbers in this deal, um, I think there's a few concerns which maybe have spooked the market a little bit. And the first thing is the valuation. Now, the valuation of the food business is around 13.8 times their e-bits are. As context, Nestle and McCormick, they trade on just over 13 times. And General Mills and Dano, they trade on 10 times, and those are kind of the closest competitors, I would say. So there is really very little premium being handed over here to Unilever when they're, you know, for selling 35% of their food business. So the valuation is not stretching by in any way. Also, Unilever's going to retain this controlling stake in the food business or in the combined food business. That business is going to be really leveraged. It's going to have debt, which is about four times its E-bit dollar. And typically, public companies are aiming for around two and a half to three times E-bit dollar.
SPEAKER_02Now, the reason for I used to be an LBO investor, four times sounds great, but different, much different scale, much different, much different investment type for sure.
SPEAKER_00Absolutely. Now, it is a food business, which are quite resilient companies generally. Um, but the reason for the amount of leverage is, of course, because Unilever wants to load up the company with debt before they spin it off, because then they can extract cash. And we refer to that as a dividend recap. Now that's great for Unilever's cash position because they get all the cash from the disposal. But then the problem is they're left with a controlling stake in a business that looks a little bit more financially precarious. So there's definitely risks associated with the leverage. And then the final thing that I think makes the market a little bit more nervous about the deal is the cost of separation. And Unilever has quite a lot of form here. But in terms of the costs here, it's around four to 500 million euros in stranded costs. And those stranded costs, those are fixed costs that the Unilever's main business will have to continue to incur that relate to the food business even after the separation. And therefore, they'll have to spend another 500 million euros in reorganization costs to get rid of or eliminate those fixed costs. So this is not cheap. And it's again a little bit like what's happened with the ice cream spin-off that they did recently. There's kind of echoes of that deal here where it's just really spooking the market that it's just going to be so costly to try and separate out these businesses. So the costs will probably weigh on Unilever's results for quite a few years to come. There's the risks associated with the leverage of the business that they're still controlling. And really the market has not responded particularly well to the news. We've had the share price of Unilever fall by about 7% since the announcement. And the feedback, I know it's not great. And the feedback from investors is oh, this looks like a really complicated deal. It's not a clean exit, which really was what they would be looking for if they're refocusing their strategy and then the costs associated with the separation. And also the leverage in that business now. So there's a whole kind of menu of reasons why the market's not particularly loving this deal at this point.
SPEAKER_02Well, I said it's gotta be, it's gotta be tricky from Unilever's perspective to really, really pull off all these transactions because you think about the the big conglomerate that Unilever is. Obviously, we've got a bunch of separation costs. It's not like, it's not like you can just split these cleanly day one, regardless of what the transaction structure is, whether it's a reverse Morse Trust or an outright sale, you've got centralized procurement supply chain, all the stuff that Unilever's been doing centrally for such a long time. Getting these properly separated is a lot of work and costs a lot of money. So I guess if you're if you're Unilever, you really have to take the long-term, probably over three to five year view that these transactions are really going to unlock value. Because in the in the near term,
Why private equity wasn't the answer
SPEAKER_02it does feel like it's going to be tough.
SPEAKER_00Yeah, it's interesting because um I think probably their more successful disposals were actually the ones to private equity that happened. I think the spreads business was in 2019 and the uh tea business in 2022. So kind of throwing it back to you, Graham. Why do you think this hasn't appealed in terms of selling to private equity? Why do you think they haven't pursued that route?
SPEAKER_02I mean, I think honestly, you when in your intro talking about the the overall macro drivers behind the food, the food businesses here, I think, I think we have all this answer answered our own question, right? Think about what is what does private equity want? Private equity wants some kind of some kind of growth story. The whole, the whole point of private equity is to buy something, improve it, or use it as a platform, build it into something else, right? So but the the very basic essence of private equity is like all investing. It's buy low, sell high. But you think in the in the time that you own this company, there's a bunch of operational improvements you can make to this business. You might find new, new markets to sell things through. You've got to have, you've got to have some interesting growth story to make something attractive from a private equity perspective. Either that or you've got to have some real, say, huge cost outplay. And with something, with something like some of these businesses, it's almost, it's almost the opposite, right? Because you think Unilever's probably got relatively efficient procurement supply chain across this huge group. If you're private equity, you're buying something, you're, you're then saying, okay, I've got to spend a few years just cutting it off from this beast that's Unilever. And then ultimately, what am I going to do with it? If it's one of these really low growth businesses where we're really seeing a lot of consumer price pressure factoring through into demand and therefore results for for these kind of businesses. Like what's the real, what's the real investment hypothesis here? I think, I think it's tricky. So it's kind of like we've been talking about, we've been talking a lot about private credit the last few weeks and some of these secondary asset sales where you start with your kind of performing good assets. I'm very much assuming that's been the case with Unilever's disposals here. With the other thing, anything that was anything that was a little bit interesting and you could sell to private equity because there's there's some kind of growth story built into it. They've probably done those transactions because they're they're a little bit easier. Now we're left with the stuff that's that's pretty tricky. I mean, we were we did we did a a test pilot, which we haven't, which we haven't put on this platform. Maybe we will at some point talking about the ice cream business for Unilever. Ice cream, you've got all these specific supply chain dynamics, you've got cold delivery, like all this, all this stuff that if you're private equity, you say, hey, unless this market's really growing fast, like why would I bother? And I'm I'm guessing that's that's what's been happening here.
SPEAKER_00Gosh, I feel a bit sad. You're basically saying marmites the kind of the the crumbs left over from the uh from the Unilever food business. Oh, I don't really know how to take that.
SPEAKER_02Hey, I mean, if you can, if you can somehow convince everyone in the US to start buying marmite, then then maybe that's the gross story. I don't know. Like, is is McCormick gonna gonna pull this off and we're starting to see when we're gonna start seeing a lot more marmite in the in the supermarket shelves in the US? Like maybe we'll see. I'm not gonna hold my breath.
SPEAKER_00Yeah,
Key takeaways
SPEAKER_00absolutely. So, okay, well, let's I think it's time for our key takeaways now. Um, and um I'm loving my food analogies today. So I'm gonna say that my key takeaway is that this deal, it feels a bit like a souffle that's fallen flat. Uh there were a bit of expectations, uh, but in reality, it's a bit underwhelming and slightly messy. How about you, Graeme?
SPEAKER_02Ooh, uh I'll pull out one of my one of my uh one of my analogies from the from the ice cream business, which is that maybe we've got a a rocky road ahead. Uh definitely, definitely in terms of in terms of MA, I think we're gonna see some some lumpiness up and down. I don't think we're out of this world in terms of geopolitical uncertainty. So do we see another pause at some point once we work through this big MA backlog? Quite possibly. And then I think if we look over history, the same thing is gonna repeat itself. If we if we push the pause button for a little while, then we'll see a few more bumper quarters of MA. And then I think if you really zoom out and look over a long period of time, you'll see some blips up and down. But in general, deals are gonna find a way to get done.
SPEAKER_00Afraid, that's all we've got time for today. So um, thanks ever so much for listening to What's the Big Deal this week. If you've enjoyed the episode, please do hit follow and leave us a rating. And if you're watching on YouTube, please do like and subscribe. And also, please do drop us a comment. We look we love seeing the comments, don't we, Graham?
SPEAKER_02We do. We do indeed. We even respond to them. So let us know whatever you're thinking.
SPEAKER_00Fabulous. All right, thanks ever so much, and we'll see you next week.