KeyCorp acquisition of Clearwater UK

Davis Polk is advising KeyCorp (Key) on the acquisition of Clearwater Corporate Finance LLP (Clearwater UK), a leading U.K.-based middle market investment banking advisory firm. The transaction will mark Key’s strategic entry into the Western European market, expanding its ability to provide financial advisory services to institutional clients and building on a collaboration agreement established in 2020. The combined platform will offer U.S.-based private equity sponsors and corporate clients access to European acquisition targets and exit strategies, while providing European clients with access to the U.S. M&A market. The transaction is subject to required regulatory approvals, including approval by the Financial Conduct Authority, and customary closing conditions and is expected to close in the second half of 2026. 

Headquartered in Cleveland, Ohio, Key is one of the largest bank-based financial services companies in the United States, with assets of approximately $189 billion as of March 31, 2026. Key provides deposit, lending, cash management and investment services to individuals and businesses, as well as a broad range of sophisticated corporate and investment banking products, such as mergers and acquisitions advice, public and private debt and equity, syndications and derivatives to middle market companies in selected industries throughout the United States under the KeyBanc Capital Markets trade name.Clearwater UK focuses on providing corporate finance advice for mid-market transactions including M&A, private equity and debt advisory. Across its 10 sectors covering automotive, business services, consumer, energy and utilities, financial services, food and beverage, healthcare, industrials and chemicals, real estate, and tech, as well as its debt advisory and private equity specialists, the team provides in-depth knowledge and industry experience to every project. The U.K. business has offices in Birmingham, London, Leeds and Manchester.

The financial institutions M&A team includes partners Will Pearce and David L. Portilla, counsel Mark Chalmers and Dana Seesel Bayersdorfer and associate Gilbert Lim. Counsel Neil Sharpe and associate Harriet Jupp provided executive compensation advice. Partner Dominic Foulkes, counsel Alon Gurfinkel and associate Samantha Wilson provided tax advice. Members of the Davis Polk team are based in the London and New York offices.