
Small Business Exits: July closed deal data
Welcome to the July edition of Small Business Exits, the monthly publication featuring fully anonymized deal data from a selection…
As the second half of 2025 begins to unfold, Axial conducted a sentiment survey among ~40 active members. The survey sample reflected a 55% / 45% split between sell-side advisors and financial investors—including private equity firms, independent sponsors, and family offices. All participants are focused on lower middle market transactions and active on the Axial platform. The findings are organized into three sections: insights from buyers, perspectives from M&A advisors, and market trends drawn from all surveyed dealmakers.
Together, the results below reveal a cautiously optimistic tone. Despite persistent macroeconomic uncertainty – from interest rates to global trade dynamics – market participants remain active, adaptable, and committed to closing deals in the back half of the year.
A clear majority of buyside respondents – 93.3% – reported that they expect to meet their full-year 2025 acquisition targets. Many have already completed at least one or more deals by the mid-year mark, suggesting continued pipeline strength and execution despite challenges like interest rate headwinds and fluctuating seller expectations.
Buyers who are holding steady on their 2025 goals point to focus, firm capacity, and market selectivity as key reasons. “We want to stay disciplined and within the bounds of what we can handle,” said Dennis Huang of Polychrome. Lars Vaule of Pilotage Partners added that “seller valuation expectation remains optimistic,” reinforcing the importance of thoughtful underwriting and a patient approach. Even among those who haven’t yet met their targets, there’s confidence that continued momentum in Q3 and Q4 will get them there—supported by more creative financing strategies and a willingness to wait for the right opportunities.
81.2% of surveyed buyers reported no change to their target valuation thresholds for new platform deals in 2025, indicating a consistent investment thesis despite market fluctuations. Only a small share have adjusted their thresholds, with 12.5% lowering and 6.2% increasing them.
When it comes to valuation behavior, buyers appear split. 50% are either “somewhat willing” or “very willing” to stretch on valuation for high-quality assets. Another 38% remain neutral or unwilling — indicating a more cautious posture in assessing premium assets.
More than half of buyers (56.2%) anticipate that limited quality deal flow will be their biggest constraint to deploying capital in the second half of 2025. Valuations and operational risk follow distantly, while concerns like financing conditions and political uncertainty appear to be far less pressing. This is somewhat surprising given the continued headlines around interest rates and trade policy. The results suggest that for most buyers, the core challenge isn’t external turbulence—it’s simply finding the right businesses to invest in.
More than half of the surveyed buyers reported that getting deals done so far in 2025 has been harder than in previous years, while just 6.2% reported an easier environment. The rest see conditions largely unchanged. But the “harder” sentiment is nuanced — as shown in the quotes below, challenges range from AI-driven valuation uncertainty to increased seller selectivity.
Axial Member | Difficulty Level | Quote |
Dennis Huang, Polychrome | Harder | AI is making it harder to value businesses, especially from a strategic angle. If we buy a business now, will we be left holding the bag when AI takes it away from us? |
Anonymous Private Equity Firm | Harder | Tariffs have caused many people in the construction services to wait on current projects until they have a clearer picture of the economy. |
Dan Salliotte, Curran Group | Easier | More sell-side opportunities and a closer bid-ask spread between buyers and sellers as 2025 progresses. |
Anonymous Private Equity Firm | No change | Generally similar to prior years, though uncertainty is elevated this year. |
Ryan Khan, Atlasview Equity Partners | Harder | Sellers are more selective, prioritizing buyers who offer certainty of closing and strong credibility. |
On the sell-side, 42.1% of surveyed investment bankers and M&A advisors expect to win more client engagements in the second half of the year, while the remaining 57.9% anticipate engagement levels will hold steady. Notably, none foresee a decline. This would suggest a shift in seller sentiment — from cautious observation to selective market re-entry — as more business owners consider taking advantage of continued buyer interest and still-solid valuations.
When asked to characterize seller sentiment, most advisors described it as “opportunistic, but cautious.” While uncertainty around interest rates, geopolitical policy, and broader macroeconomic trends continues to create hesitation, many advisors are also seeing an uptick in deal prep and outreach activity from their clients. Just 10.5% said sellers are eager to sell due to macro uncertainty, and none characterized the sentiment as “very bearish.”
Responses were evenly split when asked what percentage of deals with a target close in 1H 2025 ultimately made it across the finish line. Roughly a quarter of M&A advisors reported closing 0–25%, 26–50%, or 75%+ of their deals, highlighting the varied nature of deal outcomes in the current market.
Among the deals that didn’t close as intended in the first half of 2025, 52.6% of surveyed advisors said a greater share are being put on hold rather than falling apart entirely. The remaining 47.4% indicated that the proportion of deals going on hold versus dying has stayed about the same as in prior periods. As the responses below highlight, delays or breakdowns are often driven by diligence discoveries, underperformance, SBA changes, and shifting buyer priorities.
Axial Member | Quote |
Warren Rose, Groce, Rose & Moore, LLC | Discoveries made during Due Diligence. |
Gary Weinman, American Business Intermediaries | Internal company performance is inconsistent with established trend-lines. |
Jake Boyd, Great Plains Capital Partners | SBA changes enacted on June 1st, as well as bad year-to-date financials from strategic acquirers. |
Anonymous M&A Advisor | Lender due diligence delays. |
Jason Savedoff, Filament Business Advisors | For our practice, worsening financial results from Q4 2024 and Q1 2025 have driven buyer hesitation and/or downward offer revision. |
Keith Wegen, Flatirons Capital Advisors | Performance slightly under plan, and buyers are re-trading too hard. |
Greg DeSimone, Catapult Advisory Group | Significant adverse event, unrelated to the economy or political issues. |
Anonymous Investment Banker | Due to market volatility, valuation gaps, or deteriorating company performance during diligence. Financing constraints and shifting buyer priorities also contribute. |
Advisors overwhelmingly report that the valuation gap between sellers and buyers has held steady, with 63.1% saying the gap remains stable. Meanwhile, 21.1% believe the gap is growing, and 15.8% say it’s shrinking. The data indicates that while valuation misalignment continues to be a challenge, it isn’t worsening dramatically — and for most, the disconnect appears to have reached a steady state. As Michael Vann of The Vann Group put it, “I don’t see any fundamental changes to valuations; I think there is a state of equilibrium at the moment.”
The following section reflects input from both the buyside and sell-side, offering a broader perspective on the macroeconomic forces shaping the 2025 deal environment. From interest rate expectations to valuation outlooks, these responses shed light on how dealmakers are adapting their strategies for the second half of the year.
Dealmakers are cautiously optimistic about the impact of tariffs and global trade policy on M&A in the second half of 2025. While 37.1% expect the impact to decrease, another 34.3% believe it will persist at the same level. A smaller group is either unsure (17.1%) or anticipates an increase (11.4%). Overall, sentiment points to lingering concerns, but not an escalation.
–
While 31.4% of dealmakers said interest rates have negatively affected their ability to close a deal in 2025, a majority (54.3%) reported no direct impact. Looking ahead, the outlook skews slightly optimistic: 44.4% expect rates to fall a little, and another 25% believe they’ll hold steady, suggesting that most dealmakers are preparing for a mildly improved—or at least stable—rate environment in the second half of the year.
–
Axial Member | Quote |
Gary Weinman, American Business Intermediaries | Favorable seller financing at preferred rates with elevated performance incentives. |
Anonymous Private Equity Firm | Fully equity-funded & recap in the future. |
Ryan Khan, Atlasview Equity Partners | There is increased reliance on private credit and short-term bridge financing to get deals over the line, with the expectation that buyers can address immediate operational or structural issues and later refinance with traditional lenders under more favorable terms. |
Dennis Huang, Polychrome | Asking for more seller financing. |
Warren Rose, Groce, Rose & Moore, LLC | Deferring more of the payments to an earn-out has become common. |
Jake Boyd, Great Plains Capital Partners | More seller financing with longer amortization lengths and lower rates, combined with creative consulting/employment agreements to make up the difference. |
Gerald Kong, Trinity Transaction Advisory | More seller injection, earnouts, and sellers retaining equity. |
Greg DeSimone, Catapult Advisory Group | Just changes in capital stack, more weight to investment funds vs. leverage. |
–
Most surveyed dealmakers expect little movement in valuation multiples in the second half of 2025, with two-thirds predicting they will remain stable. A smaller portion is split evenly between expecting a slight increase or decrease, while no respondents foresee dramatic shifts in either direction. The quotes below offer a deeper look at the reasoning behind these views.
Axial Member | Valuation Expectation | Quote |
Arthur Petropoulos, Hill View Partners | Remain Stable | It's more of a have vs. have-not situation rather than a dial turning across the board. Real companies that generate real cash flows doing $1MM+ in EBITDA are as desirable as they ever have been. |
Anonymous M&A Advisor | Decrease Slightly | Some clients who choose to go to market have yet to feel the total impact of tariffs. This should play out as the year continues. |
Keith Wegen, Flatirons Capital Advisors | Remain Stable | Good business will continue to sell for solid multiples. Underperforming businesses will have a tougher time trading at LOI terms. |
Mack Browder, Mack Browder & Associates | Remain Stable | Rising interest rates will be offset by higher earnings. |
Jake Boyd, Great Plains Capital Partners | Increase Slightly | The Fed is still saying it'll cut rates this year. Assuming that happens, multiples should see a slight rise, and businesses should be better able to cover the additional debt from the buyouts due to the slightly lower rates. Even a half point can make a huge impact. |
Dennis Huang, Polychrome | Remain Stable | I think valuations will net out to be about the same, but there will be outlier cases where buyers over- and undervalue an asset because of AI (either perceived risk or opportunity). |
Lars Vaule, Pilotage Partners | Decrease Slightly | Continued macro uncertainty and inflationary pressure of tariffs and domestic policies will force buyer discipline and put downward pressure on valuation multiples. |
Joan McGeough, The DAK Group | Increase Slightly | Buyers want good companies, and are often willing to pay for them |
–
Surveyed Axial dealmakers pointed to a clear push and pull between deal-level strength and broader economic concerns when assessing what’s driving valuations. On the upward side, strong buyer competition for quality assets led the way, followed by business performance and seller expectations. Meanwhile, macroeconomic uncertainty was the most commonly cited factor applying downward pressure, along with underwhelming performance and valuation mismatches. The responses suggest a market balancing optimism around high-quality opportunities with caution tied to external volatility.
Looking ahead to the second half of 2025, 65.7% expect buyer competition to hold steady, with no significant change from the first half of the year. Notably, 29% anticipate a more competitive environment, while no surveyed dealmakers foresee a drop in competition. This reinforces the notion that demand for quality assets remains strong, even amid market uncertainty.
Despite macroeconomic volatility, ongoing valuation friction, and pockets of executional difficulty, sentiment across the lower middle market remains measured and largely resilient. Buyers are staying focused and flexible, while sellers are re-entering the market with a cautious but open mindset. Dealmakers continue to adapt to rate conditions and supply dynamics through creative structuring and selective asset targeting.
Axial will continue to monitor and publish sentiment data to help members benchmark what’s happening in real time across the deal landscape.