Dealmaker's Digest: A Top 10 Bulletin - March 2026

Deal Value Trends

Aggregate global monthly deal value¹ in February nearly doubled (+98%) from January to approximately $550 billion,² bolstered by OpenAI’s $110 billion funding round.³ February’s deal value was the second highest value seen in four years, reversing the slow start to 2026. Year-over-year, deal value was up 106%.

Strategic buyer deal value led the increase from January to February, up 130% and just shy of October 2025’s four-year high. Year-over-year, strategic value was up 131%.

Financial, or sponsor, buyer deals increased 53% from January to February by value and were up 68% year-over-year.

Deal Count Trends

Global deal count in February was also up 59% from January’s low but was still approximately 250 transactions below the rolling 13-month average (excluding January). Year-over-year, deal count was down 11%.

Strategic buyer deal count was up 52% from January to February. Year-over-year, strategic buyer deal count declined 20%.

Sponsor deal count in February led the increase, up 70% from January, down by just 45 deals from the rolling 13-month average (excluding January’s low). Year-over-year, sponsor deal count was about steady (+3%).

By Deal Count

• The software industry remained at the top for U.S. M&A activity by deal count in February, continuing its multi-year streak as the leading industry by volume, driven by investments in artificial intelligence.⁴ However, the decline of traditional software deals in recent months has pulled down volume.
• Services industries (financial and non-financial) also remained active, again rounding out the most active sectors in January by deal count.

By Deal Value

• The software industry also topped the charts for U.S. M&A activity by deal value in February, notably ahead of the other industries driven largely by a combined $156 billion in investments by OpenAI, Anthropic and Waymo.
• The energy and financial services industries took second and third place, respectively, each carried by a $10 billion+ deal but with only a fraction of the software industry’s value.

Monthly Blockbuster Deals

Largest U.S. Strategic Deals

Controlling Acquisitions

• Devon Energy and Coterra Energy have agreed to merge in an all-stock transaction implying a combined enterprise value of approximately $58 billion.

Minority Investments

• OpenAI raised $110 billion in investments, with $50 billion from Amazon, $30 billion from NVIDIA and $30 billion from SoftBank Group.

Largest U.S. Sponsor Deals

Controlling Acquisitions

• Clear Channel Outdoor agreed to be acquired by Mubadala Capital in partnership with TWG Global in an all-cash transaction valuing Clear Channel Outdoor at $6.2 billion.

Minority Investments

• Anthropic raised $30 billion in a recent funding round, which included investments from a consortium of investors led by GIC and Coatue.

Inbound U.S. M&A Activity

• By deal value, inbound U.S. activity in February increased 29% from January to over $34 billion. Over one-third of the month’s inbound deal value came from Spain-based Banco Santander’s $12.4 billion acquisition of Webster Financial. Year-over-year, inbound deal value was up 111%.
• By deal count, acquisitions of U.S. targets by ex-U.S. buyers in February also jumped 63% from January. Year-over-year, inbound deal count was down 20%.
• Canada-based acquirers undertook the largest number of inbound transactions in February, followed by the UK and France.

Outbound U.S. M&A Activity

• By deal value, acquisitions of ex-U.S. targets by U.S. buyers in February skyrocketed 155% from January to over $66 billion, the second highest value recorded in over three years. The three largest outbound deals (led by Nuveen’s $13.4 billion pending acquisition of UK-based Schroders) accounted for over 50% of the value and the financial services industry was a big driver, with four of the eight largest deals including a target in the sector. Year-over-year, outbound deal value was up 148%.
• Outbound deal count was also up 56% in February to approximately 140 transactions. Outbound deal count was down 17% year-over-year.
• In February, U.S. acquirers predominantly looked to targets in the UK, followed by Canada and Australia.

Antitrust Risk-Shifting⁶

• There has been a significant shift in recent years in the use of antitrust-specific reverse termination fees (“antitrust RTFs”) over hell-or-high-water (“HOHW”) commitments amidst the perception of heightened regulatory scrutiny.
• In 2021, these provisions were used at approximately the same rate, with 11% of deals including an antitrust RTF provision and 12% HOHW. By 2025, however, these numbers had notably changed, jumping to 24% of deals including an antitrust RTF compared to just 6% utilizing a HOHW provision, following the trend from prior years. Of those deals with an antitrust RTF, fees have also noticeably risen–in 2021, 63% of deals included an RTF of 4% or higher, up to 72% in 2025.
• The Federal Trade Commission finalized new Hart-Scott-Rodino filing rules which came into effect January 2025 (the “Filing Rules”). Uncertainty surrounding the Filing Rules may have contributed to the rise of antitrust RTF provisions in 2025, and this uncertainty could continue in 2026 as the Filing Rules are litigated.⁷

Seller Type and its Effect on RWI Payouts⁸

• According to a survey conducted by Euclid Transactional, the type of seller in a transaction does not appear to have a meaningful effect on loss outcomes under representations and warranties insurance policies. Notably, deals involving financial or strategic sellers did not demonstrate lower risk profiles compared to those involving family or founder sellers.
• The survey further revealed that aggregate losses paid by carriers on financial statements claims were three times greater in transactions where the target company’s financial statements had been audited than in those where they had not. Also, losses paid on financial statement claims in deals involving audited financial statements exceeded the relative premium collected on those deals by 10.3%.

For more information, please contact your usual Ropes & Gray attorney or reach out to a member of our M&A team below.