Law firm VWV’s Siân Champkin introduces a new regular feature on merger activities in the sector

2023 represented a particularly busy year for school mergers and acquisitions, with consultants seeing an increase in transactions on which they advised. This is, of course, only one part of the picture, but given we represent one party or the other on a majority of the independent school transactions it does give a firm flavour of the activity in the sector.

From initial signs, it looks like 2024 will be busier still, with a large number of ongoing transactions and many more in the early stages. In particular we are seeing a significant number of strategic acquisitions by senior schools to secure their prep market (locally and beyond) in a number of transactions of this nature and in some cases a concerted and premeditated move towards the growth or establishment of a schools group.

We saw a number of interesting matters last year, including the acquisition of the commercially operated Hampshire School in Chelsea operated by GEMS being acquired by charity The Francis Holland Schools Trust. The chair of governors commented: “The acquisition… enables us to expand the junior school to two form entry, providing additional high-quality space for our junior pupils and at the same time allowing the senior school to develop yet further.”

We believe cross-fertilisation between the commercial and charitable parts of the sector will continue bringing opportunity on both sides to build a more robust and commercial minded sector going forward into potentially turbulent times. We would expect to see joint venture structures (such as that we advised on between Wychwood School and E3 Capital) to be explored and considered further to consolidate and expand that cross-fertilisation.

The acquisition of charitable schools by commercial groups continued to be a strong theme in the past 12 months and we see no signs of this abating in the months and years to come, with a number of instructions of this nature being ongoing and in the pipeline. Increasingly we are experiencing governing boards exploring this from a position of strength rather than distress. We expect to see a number of transactions in the coming months where charitable boards have taken a strategic decision to detach the operation of the charity from the operation of an independent school by the sale to a commercial third party, leaving a significant financial legacy that the charity can continue to use for charitable purposes outside of the direct operational elements.

A look back at 2023: key facts

47 K12 independent schools transactions of which:

• 13 sell-side,
• 10 buy-side,
• 16 merger,
• 8 other structure, and
• 9 had an international element.

VWV advised that last year it was involved in 25 other ongoing or confidential projects as well as six aborted transactions which were also confidential.

Siân Champkin is a partner at VWV.

Siân Champkin