ABF Journal Pulse | First Quarter, 2025

ACQUISITION FINANCING

The case studies, deals, sectors and issues driving middle market acquisition financing moving into a market posed for M&A growth.

Macroeconomic Climate Perspectives: Impacts on Acquisition Dealmaking, Lending, and the Dealmaker Ecosystem in 2025

The economic landscape in 2025 is a wild ride. The 10-year Treasury yield’s at 4.31%, nudging against the Federal Reserve’s 4.25%-4.5% rate range (Federal Reserve), while tariff threats loom—think a 20% U.S. levy countered by China’s 25% steel tariff (Reuters)—all under a $34 trillion national debt (Treasury). Middle market M&A wrapped 2024 at $395 billion (S&P Global), a solid leap from the year before, and now eyes a $450 billion haul in 2025. That’s if private equity’s $1.8 trillion war chest (Blackstone) and specialty finance’s $300 billion lending muscle (Fitch Ratings) can spin volatility into gold. This isn’t a roadblock—it’s a $140 billion shot at undervalued assets and supply chain pivots for a dealmaker ecosystem ready to roll with the punches.

Start with the bond market flexing against the Fed. Since November 2024, the 10-year yield’s climbed 30 basis points to 4.31%, even after the Fed’s 125 basis point cuts in 2024 and a January pause at 4.25%-4.5% (Federal Reserve). Pre-2023, yields averaged 2.8%; now, futures bet on just one 25 basis point cut by June—not the three folks expected—thanks to a $34 trillion debt, 130% of GDP (Treasury). Goldman Sachs warns this could tack 75 basis points onto long-term borrowing costs (Goldman Sachs). But here’s the kicker: it’s exposing $20 billion in undervalued M&A targets for those quick on their feet.

Tariffs are stirring the pot. Trump’s floated a 20% U.S. levy—maybe 60% on China—pushing inflation up 0.7%, with China’s 25% steel tariff hitting back, adding $5 billion in U.S. costs (Oxford Economics; Bloomberg). Pre-2023, trade was smoother—2024 shifted $45 billion in supply chains, like Vietnam’s 8% import bump (KPMG). That’s an $8 billion M&A window as firms rejig operations.

Growth’s a mixed bag. GDP’s set to slip from 2.9% in 2024 to 2% in 2025 (Deloitte), with retail sales up 2.3% year-over-year, lagging inflation at 2.9% (BLS). Construction’s stalled—$2.1 trillion in projects on ice—yet $30 billion in industrial spending hangs tough (Oxford Economics). Consumer confidence dipped to 98.3, below the 103 folks hoped for (Conference Board), and credit card delinquencies spiked 10% (BLS). It’s strain with a pulse of grit.

Global headwinds pile on. A $2.9 trillion CRE maturity wall—35% bank-held—tests the system (CBRE), Europe’s equity markets dropped 8.5% on tariff jitters (Fidelity), and China’s growth crawls at 4% (Bloomberg)—a $400 billion trade risk in play (KPMG). Pre-2023 stability’s gone; 2025’s chaos unlocks $140 billion in smart M&A moves.

Acquisition Dealmaking: Finding Value in Uncertainty

Middle market M&A hit $395 billion in 2024 (S&P Global), setting up 2025 for a volatile but juicy run. Uncertainty’s not just noise—it’s a $140 billion treasure hunt through undervalued firms and supply chain shifts. Pre-2023, $400 million LBOs traded at 7.5x EBITDA; 2024’s tariff scares and rising yields cut that to 6-6.5x (S&P Global). Private equity’s zeroing in on $40M-$400M companies, tapping $20 billion in industrials and consumer goods where $8 billion in trade pressures have slashed valuations, promising 18-22% IRR over three to five years (Deloitte). A veteran dealmaker captures it: “Uncertainty creates openings.” That leaves $4 billion in overlooked deals ripe for the picking (Bloomberg).

Supply chains are rewriting the map. Tariffs shuffled $45 billion in trade—Canada’s imports jumped 7% in 2024 (KPMG). A $250 million manufacturer, once leaning on $40 million from China, now spots $8 billion in nearshoring M&A, with $80 million deals at 6x EBITDA popping up (Oxford Economics). Innovation’s in the mix too—robotics and green tech M&A hit $12 billion in 2024, trading at 8-10x, as $4M-$15M bets yield 15-18% despite 75 basis point borrowing hikes (McKinsey). Specialty finance plugs $8 billion in loans at 10-12% yields, stepping where banks won’t (Fitch Ratings).

Tariffs sharpen the edge—a 20% U.S. levy could squeeze margins 3%, nudging $80M firms toward $4 billion in domestic M&A at 6-7x (Oxford Economics). PE’s chasing $20 billion in bolt-ons—$40M targets turn into storm-proof platforms (KPMG). This isn’t ducking for cover—it’s $140 billion in M&A carved out of chaos.

Lending Landscape: Adapting to the Shift

Lending’s split wide open in 2024—banks shrank to $135 billion, down 18% year-over-year, while specialty finance surged to $260 billion (Federal Reserve). Pre-2023, banks pumped out $200 billion; now, $135 billion shows caution as 4.31% yields and $2.1 trillion in stalled construction projects bite (CBRE). A $250M firm with $80M in inventory gets just $40M at 8% from banks—50% loan-to-value—as $25 billion in capacity buckles under tariff strain (S&P Global).

Specialty finance, though, is flexing $260 billion. It’s pouring $8 billion into ABL at 70-85% LTV, yielding 10-12% for $20M-$120M deals (Secured Research). Mezzanine lending at 12-15% steers $4 billion toward investment gaps—a $4 billion tariff hit sparks $8 billion in nimble financing (Fitch Ratings). The Fed’s 3.75%-4% range bumps against 4.31% yields—$80M loans take a 75 basis point hit, met with $4 billion in PIK tweaks where banks stumble (Federal Reserve; Bloomberg). Distress is a goldmine too—a $4 billion pool of $80M firms at 12% debt-to-EBITDA grabs $2.5 billion in refinancing at 13-15% yields, where specialty finance thrives (S&P Global). Banks are shrinking; specialty’s $125 billion leap is ready to pounce.

Dealmaker Ecosystem: Navigating the New Terrain

The dealmaker crew—PE, IB, specialty finance, advisors, and legal—steps into 2025’s $450 billion turf shaped by uncertainty. PE used to chase $400M LBOs at 7.5x EBITDA pre-2023; now, 2024’s 6-6.5x unlocks $20 billion in bolt-ons, targeting $40M-$400M firms as tariffs dent $4 billion in valuations, aiming for 18-22% IRR (S&P Global). An $8 billion nearshoring M&A wave bolsters supply chains—$40M firms pivot fast (KPMG). IB’s adapting too—pre-2023, $1B deals took 55 days; 2024’s specialty financing cuts it to 40, landing $4 billion in mandates as $400M carve-outs with $4 billion tariff cushions net $1.8 billion in fees (Reuters). Yields at 4.31% tweak $800M plans (Bloomberg).

Specialty finance powers $260 billion—$8 billion in ABL and $4 billion in mezzanine back $20M-$120M deals (Secured Research). A $4 billion distressed pool—$80M firms—drives $2.5 billion in refinancing as tariffs bite (S&P Global). Advisors rework $80M firms, flipping $4 billion in debt to equity with $40M ABL—$2.5 billion in restructurings pops up (S&P Global). Legal teams lock down $400M deals—$1.8 billion in fees as $40 billion distressed and $140 billion growth deals collide (PitchBook). Uncertainty’s shaking things up—this ecosystem’s got $140 billion in gains to grab.

Takeaways for the Ecosystem

In 2025’s choppy waters—yields at 4.31%, tariffs at 20%, and a $450 billion M&A horizon—the dealmaker ecosystem’s got $140 billion in opportunities to play. PE’s jumping on $40M-$400M undervalued firms—$20 billion in bolt-ons at 6-6.5x EBITDA—using specialty finance’s $8 billion in flexible loans at 5-5.5x for 18-22% IRR over three to five years, saving $80M equity per $400M deal as industrials and consumer margins climb 10-15% despite $4 billion in tariff hits (PitchBook).

IBs are speeding up—$1B-plus roll-ups close in 40 days vs. 55 pre-2023—snagging $4 billion in mandates as $400M carve-outs with $4 billion tariff buffers bring $1.8 billion in fees while PE reshapes $45 billion in supply chains amid rising rates (Reuters). Specialty lenders wield $260 billion—$8 billion in ABL at 70-85% LTV and $4 billion mezzanine at 12-14% yields fuel $20M-$120M deals, tapping 15% of a $4 billion distressed pool for $2.5 billion in refinancing as banks shed $65 billion under CRE pressure (Fitch Ratings). Turnaround advisors hit $80M firms—swapping $4 billion in debt to equity with $40M ABL at 50% LTV—unlocking $2.5 billion in restructurings as yields sting (S&P Global). Legal teams cement $400M deals—$1.8 billion in fees as $40 billion distressed and $140 billion growth deals dwarf pre-2023’s $1.2 billion norm (

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The Aaron’s Company, founded in 1955, leads the lease-to-own industry with over 1,200 stores and a strong e-commerce platform across the U.S. and Canada. In 2022, it acquired BrandsMart U.S.A., enhancing its market reach. In 2025, facing a complex take-private acquisition, Aaron’s partnered with Second Avenue Capital Partners (SACP). SACP provided a tailored lending solution, ensuring liquidity, stability, and growth potential, seamlessly guiding Aaron’s into private ownership with expertise and precision.