ECONOMY
Foreign Exit Deals Shrink as Mandatory Discounts, Red Tape Deter Sellers
November 11, 2025
Transactions involving foreign investors leaving Russia have dropped to roughly a third of last year’s level. Experts say the exodus that once supported M&A volumes has about run its course, with few investors now willing to sell at steep mandatory discounts and facing a long approval process.
In the third quarter of this year, only five exits of foreign investors in Russian assets took place, according to a report on the M&A market by the research outfit AK&M that was seen by RBC. In the first nine months of the year, there were 15 such deals – the lowest number since 2022.
Foreign exits becoming rarity
Transactions in which a foreign investor sells an asset located in Russia have become increasingly uncommon, AK&M notes. In July-September 2025, only five such transactions out of 88 mergers and acquisitions were recorded by AK&M, with a total value of $137 million, or just 1.9% of total deal volume for the period. In the second quarter, there was only one such deal, while the first quarter saw nine, according to the report.
Experts interviewed by RBC attribute the decline to steep mandatory discounts on foreign-owned assets and the difficulty of securing state approval for the deals. The space once occupied by foreign exit deals is now filled by domestic transactions consolidating or nationalizing assets.
Sharp drop in exits
Both the total number and the value of transactions involving foreign investors exiting Russian assets have dropped sharply. “Whereas in 2022-24 the exit of foreigners was the main driver of growth in M&A activity in Russia, this year such transactions have not had a noticeable impact on the headline statistics,” the AK&M report stated.
The combined value of the 15 foreign exit deals in 2025 amounted to $642.8 million, or just 2.5% of the total value of all M&A transactions in the Russian market in the first nine months of the year ($25.9 billion).
For comparison, in the first nine months of 2024, 40 foreign exit transactions took place with a total value of about $2 billion, representing 6% of total M&A volume, according to RBC based on AK&M data. In the same period in 2023, 75 foreign exits took place, worth $8.89 billion, or 26.6% of all transactions.
The surge in such deals came in 2022, when many foreign companies announced they were leaving Russia following the start of the Ukraine conflict. That year, AK&M recorded 109 exit transactions, accounting for 20.9% of all M&A activity, with a total value of $16.31 billion, or 38% of all deals that year.
Since 2022, all sales of foreign-owned assets in Russia have been subject to special rules, like a mandatory discount upon sale and a “contribution” to the federal budget. Initially, the discount was set at 50% of the market value of the asset and the contribution at 10%; later the former was hiked to at least 60% and the latter to 35%.
Foreign exits becoming rarity
Transactions in which a foreign investor sells an asset located in Russia have become increasingly uncommon, AK&M notes. In July-September 2025, only five such transactions out of 88 mergers and acquisitions were recorded by AK&M, with a total value of $137 million, or just 1.9% of total deal volume for the period. In the second quarter, there was only one such deal, while the first quarter saw nine, according to the report.
Experts interviewed by RBC attribute the decline to steep mandatory discounts on foreign-owned assets and the difficulty of securing state approval for the deals. The space once occupied by foreign exit deals is now filled by domestic transactions consolidating or nationalizing assets.
Sharp drop in exits
Both the total number and the value of transactions involving foreign investors exiting Russian assets have dropped sharply. “Whereas in 2022-24 the exit of foreigners was the main driver of growth in M&A activity in Russia, this year such transactions have not had a noticeable impact on the headline statistics,” the AK&M report stated.
The combined value of the 15 foreign exit deals in 2025 amounted to $642.8 million, or just 2.5% of the total value of all M&A transactions in the Russian market in the first nine months of the year ($25.9 billion).
For comparison, in the first nine months of 2024, 40 foreign exit transactions took place with a total value of about $2 billion, representing 6% of total M&A volume, according to RBC based on AK&M data. In the same period in 2023, 75 foreign exits took place, worth $8.89 billion, or 26.6% of all transactions.
The surge in such deals came in 2022, when many foreign companies announced they were leaving Russia following the start of the Ukraine conflict. That year, AK&M recorded 109 exit transactions, accounting for 20.9% of all M&A activity, with a total value of $16.31 billion, or 38% of all deals that year.
Since 2022, all sales of foreign-owned assets in Russia have been subject to special rules, like a mandatory discount upon sale and a “contribution” to the federal budget. Initially, the discount was set at 50% of the market value of the asset and the contribution at 10%; later the former was hiked to at least 60% and the latter to 35%.
Platon Matakaev / Unsplash
Why foreign exits are slowing – and may stop completely
The decline in foreign exit deals became evident in 2024 and accelerated in October, when the mandatory discount and contribution were hiked, says Svyatoslav Safronov, senior analyst at investment bank Aspring Capital. By end-2024, most systemically important assets had been sold or taken over by the state, he notes.
In 2025, the slowdown continued, as few sellers are willing to dispose of assets at a 60% discount, notes Denis Surovtsev, partner at Kept (formerly part of the KPMG international network). Moreover, “the few who agree to such a price often encounter obstacles in obtaining state approval,” he says. According to Surovtsev, only a handful of projects involving foreign investors remain – mostly “tails,” where the approval process has been delayed.
“There are almost no ‘easy’ assets left,” adds Andrei Goncharenko, deputy CEO of investment bank PSK-Solutions. “What remains are complex, low-liquidity or sensitive assets, where approval can take months. With the tightening of exit conditions at the end of 2024, the transaction economics have become more complicated, meaning the market is just individual approvals. The share of structurally complex cases is up – with multilateral settlements and option restrictions.”
Some foreign companies that had planned to leave Russia but stayed have now entered a “tactical pause” as they wait for possible changes in the geopolitical situation, says Yulia Zagornova, partner at B1, a financial services firm. This too has contributed to the slowdown in exit deals.
Experts do not expect a sharp pickup in foreign exits before the end of the year or in early 2026. “The number of foreign exit deals will tend toward zero… Individual closures are still possible in long-running cases, but there will be no wave – the market is approaching a natural low,” says Maxim Tolkachev, partner at DRT (formerly part of the Deloitte international network). Goncharenko shares a similar forecast.
The decline in foreign exit deals became evident in 2024 and accelerated in October, when the mandatory discount and contribution were hiked, says Svyatoslav Safronov, senior analyst at investment bank Aspring Capital. By end-2024, most systemically important assets had been sold or taken over by the state, he notes.
In 2025, the slowdown continued, as few sellers are willing to dispose of assets at a 60% discount, notes Denis Surovtsev, partner at Kept (formerly part of the KPMG international network). Moreover, “the few who agree to such a price often encounter obstacles in obtaining state approval,” he says. According to Surovtsev, only a handful of projects involving foreign investors remain – mostly “tails,” where the approval process has been delayed.
“There are almost no ‘easy’ assets left,” adds Andrei Goncharenko, deputy CEO of investment bank PSK-Solutions. “What remains are complex, low-liquidity or sensitive assets, where approval can take months. With the tightening of exit conditions at the end of 2024, the transaction economics have become more complicated, meaning the market is just individual approvals. The share of structurally complex cases is up – with multilateral settlements and option restrictions.”
Some foreign companies that had planned to leave Russia but stayed have now entered a “tactical pause” as they wait for possible changes in the geopolitical situation, says Yulia Zagornova, partner at B1, a financial services firm. This too has contributed to the slowdown in exit deals.
Experts do not expect a sharp pickup in foreign exits before the end of the year or in early 2026. “The number of foreign exit deals will tend toward zero… Individual closures are still possible in long-running cases, but there will be no wave – the market is approaching a natural low,” says Maxim Tolkachev, partner at DRT (formerly part of the Deloitte international network). Goncharenko shares a similar forecast.
Vyacheslav Maletskiy / Unsplash
What Russian M&A deals are popular
According to AK&M, the total M&A market volume from January to September 2025 amounted to $25.91 billion – 23.3% lower year over year. Meanwhile, the number of deals fell to 288 from 321. AK&M notes that one of the main negative factors remains the Central Bank’s high key rate of 16.5%, with the high cost of borrowing continuing to constrain M&A activity.
Among current trends, Goncharenko highlights the consolidation of assets within Russian holding companies as businesses seek operational synergies. The share of domestic mergers and acquisitions is growing, some of which involve closed-end funds.
There are also transactions involving the resale of assets previously purchased from foreigners. However, contrary to earlier expectations, there has been no boom in such resales. “Legal restrictions, low liquidity and the need for reapproval are limiting turnover,” Goncharenko explains. Safronov adds that resales have been taking place since 2024, though many have been out of the public eye.
Management buyouts (MBOs), widely used in 2022 and 2023 to move foreign-owned assets under local control, have largely run their course, Goncharenko notes. “The assets that required restructuring are largely gone. A new round of MBO structuring is possible if sanctions pressure increases and foreign participants again need to transfer ownership of Russian assets to their local managers,” he says.
Nationalization remains a separate process within the Russian M&A market. According to AK&M, the value of nationalized assets in the first nine months of the year exceeded $5.7 billion. “In most cases, nationalization involves compensation for damage allegedly caused to the state by the previous owners [of an asset], and this is the figure that is used to price the transaction. However, in some instances, nationalization occurs without an assessment of compensation and effectively amounts to the expropriation of assets… by the state,” AK&M notes.
According to AK&M, the total M&A market volume from January to September 2025 amounted to $25.91 billion – 23.3% lower year over year. Meanwhile, the number of deals fell to 288 from 321. AK&M notes that one of the main negative factors remains the Central Bank’s high key rate of 16.5%, with the high cost of borrowing continuing to constrain M&A activity.
Among current trends, Goncharenko highlights the consolidation of assets within Russian holding companies as businesses seek operational synergies. The share of domestic mergers and acquisitions is growing, some of which involve closed-end funds.
There are also transactions involving the resale of assets previously purchased from foreigners. However, contrary to earlier expectations, there has been no boom in such resales. “Legal restrictions, low liquidity and the need for reapproval are limiting turnover,” Goncharenko explains. Safronov adds that resales have been taking place since 2024, though many have been out of the public eye.
Management buyouts (MBOs), widely used in 2022 and 2023 to move foreign-owned assets under local control, have largely run their course, Goncharenko notes. “The assets that required restructuring are largely gone. A new round of MBO structuring is possible if sanctions pressure increases and foreign participants again need to transfer ownership of Russian assets to their local managers,” he says.
Nationalization remains a separate process within the Russian M&A market. According to AK&M, the value of nationalized assets in the first nine months of the year exceeded $5.7 billion. “In most cases, nationalization involves compensation for damage allegedly caused to the state by the previous owners [of an asset], and this is the figure that is used to price the transaction. However, in some instances, nationalization occurs without an assessment of compensation and effectively amounts to the expropriation of assets… by the state,” AK&M notes.
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