INTERNATIONAL CORPORATE BANKING
Treasurer's Guide to M&A
Contributors: Claire O'Connor, Manay Patel, Graham Warner
15 Sep 2026
Key Takeaways:
- Early decisions on credit strategy, leverage, liquidity and funding mix can influence the success of the entire transaction.
- Clear planning around timelines, deleveraging and contingency scenarios improves execution readiness.
- FX and interest rate movements are often the most significant financial risks to manage.
- Escrow structures can provide additional protection against transaction-specific risks.
- Post-close, treasury’s immediate priorities include ensuring access to cash, maintaining payment capabilities and supporting business continuity.
- Lessons from previous integrations can help create a scalable model for future acquisitions.
CHAPTERS
Structuring the deal
The treasurer’s role is central to a successful M&A, ensuring the deal is executed in a way that is resilient to market changes. When treasury is engaged varies by deal. It may be brought in early to shape strategy, later to stress test the structure or after close to stabilise and optimise the business.
Part of the role of treasury is to define the structure for the deal as it evolves. From determining the credit philosophy and strategy, managing timelines, defining debt capacity and funding mix, to de-leveraging and preparing for surprises.
"At the earliest stage, treasury’s role is to translate ambition into structure, testing funding options, credit philosophy, and debt capacity against what the company can actually sustain. It’s foundational work, but rarely part of the headlines."
Protecting the deal during the transaction
Treasury’s role is to quantify the risks in the exposure window, decide how to mitigate them, and ensure the liquidity, financing and systems are in place to bring the deal to closing.
The two key risks are FX and interest rate movements - FX exposure often persists until completion, while interest-rate exposure may crystallise earlier. Once each is quantified and weighed against the business’s risk tolerance, treasury can choose how to manage it.
There are tools available to mitigate exposure, such as hedging, but every hedging decision involves a trade-off: certainty comes at a cost, and flexibility introduces risk. The goal is therefore not to eliminate uncertainty altogether, but to keep it within the limits of acceptable uncertainty.
Depending on the transaction, escrow can also help manage specific risks and protect the deal through closing.
Other factors to consider include regulatory approval risk, shareholder votes, potential deal structure changes, geopolitical and macroeconomic factors such as inflation and monetary policy shifts.
Stablising the business
For treasury, once the deal closes, the priority shifts from structuring and protecting to stabilising and integrating the business. The business needs to be able to access cash, make payments, and operate with minimal disruption.
Even with meticulous preparation, there are numerous post-close risks that threaten business continuity. These issues need to be addressed quickly so that the business can stabilise and meet its immediate obligations.
Beyond stabilisation, a treasurer’s longer-term role includes optimising and integrating the business, measuring ongoing success, defining the future roadmap, and building a scalable model for future acquisitions. This model should evolve over time, incorporating lessons from previous integrations and adapting to new geographies, regulatory environments and business models.
Download our guide to learn what treasurers need to know at every stage of the M&A journey.
About the experts
Claire O'Connor
Head of Loan Capital Markets and Acquisition Finance, Americas
Manay Patel
Global Co-Head of the Risk Solutions Group
Graham Warner
Head of International Corporate Banking, Americas
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