GLOBAL - American private equity giant The Carlyle Group has taken control of The Very Group, one of the United Kingdom's largest online retailers, in a significant debt-for-equity swap that concludes over two decades of ownership by the Barclay family. The deal, confirmed on Monday, 10 November 2025, EAT, sees the Washington D.C.-based investor convert several hundred million pounds of debt into a controlling stake, marking the latest chapter in the decline of the Barclay's business empire.

The move was finalised after a board meeting on Sunday, chaired by former UK Chancellor of the Exchequer Nadhim Zahawi, who was appointed to lead The Very Group in May 2024. Carlyle's takeover was anticipated, following its role as the primary lender to the retailer's parent company. The transaction allows Carlyle to exercise its 'step-in rights', a contractual clause enabling the conversion of its substantial loans into ownership.

A Shifting Global Financial Landscape

This acquisition is emblematic of a broader global trend where private credit funds are increasingly taking ownership of companies they lend to, particularly in high-interest-rate environments that strain borrowers. For businesses in Kenya and across East Africa, this event serves as a crucial case study on the power dynamics between lenders and borrowers and the strategic importance of sustainable capital structures. As international private equity firms continue to explore African markets, their methods and risk appetites, demonstrated in deals like this, will shape the investment landscape.

The Carlyle Group has a history of investment in Africa, including through its Sub-Saharan Africa Fund (CSSAF). While the firm spun off its dedicated Africa fund management to Alterra Capital Partners in 2020, it maintains an active interest in the region through other investment vehicles. Past Carlyle activity in the region includes a 2017 offer for a stake in a company owned by Kenyan tycoon Manu Chandaria and the acquisition of East African pharmaceutical distributor AK Life Sciences. This continued, albeit evolving, presence suggests that major global players remain engaged with the continent's growth prospects.

The End of an Era for the Barclay Family

The loss of The Very Group is a significant blow to the Barclay family, whose portfolio has dwindled in recent years. Once among Britain's wealthiest families, they have ceded control of major assets including The Telegraph newspapers, the Ritz hotel in London, and the delivery company Yodel. The Very Group, which originated as the Littlewoods catalogue business and was acquired by the family for £750 million in 2002, is a major digital retailer in the UK and Ireland, with annual revenues exceeding £2 billion.

Despite challenging market conditions, The Very Group reported a 15.9% increase in adjusted EBITDA to £307.1 million for the fiscal year ending in June 2025, attributing the performance to diligent cost controls and a focus on profitability over sales volume. However, the company's debt burden, exacerbated by rising interest rates, ultimately paved the way for Carlyle's takeover. In February 2024, The Very Group secured a £125 million loan from Carlyle and Abu Dhabi-based International Media Investments (IMI) to provide working capital. IMI is expected to remain a lender or take a smaller equity position following the restructuring.

Implications for Kenya's E-Commerce Sector

While The Very Group has limited direct operational presence in Kenya, third-party shipping and freight forwarding services enable Kenyan consumers to purchase from its UK platform. The more significant relevance lies in the strategic lessons for Kenya's own rapidly growing e-commerce market. The challenges of debt, logistics, and intense competition faced by a mature player like Very highlight the hurdles local and regional companies must navigate.

The takeover underscores a global shift in private equity, with a maturation of the private credit market and a rise in debt-for-equity swaps. This trend could influence how Kenyan firms seek and structure international investment. As global funds like Carlyle manage their portfolios, their strategic decisions in developed markets provide a clear indication of their operational priorities, offering valuable insights for African businesses seeking to attract foreign capital and achieve sustainable growth.