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Expectations for Middle Market M&A in 2023

March 30, 2023 4 Min Read M&A/ Transaction Advisory Services
Michael L. Lipschutz, CPA, CM&AA
Michael L. Lipschutz, CPA, CM&AA Director, Transaction Advisory

2022 was a year full of uncertainty and volatility. Supply chain disruptions, labor issues, inflation, and rising interest rates have caused challenges across various industries. Plus, the Russia-Ukraine war, U.S. friction with China, and China’s COVID policy contributed to a reconsideration of supply chains.

Despite these challenges and obstacles, middle market companies have shown signs of resilience and adaptability. And although 2022 transaction volume and deal values weren’t as high as 2021’s post-pandemic blip, they far exceeded historical levels.

According to Pitchbook, North America Middle Market M&A activity generated 18,576 deals in 2022 for a combined value of $2.2 trillion. Of those deals, private equity groups closed 8,897 deals at an estimated deal value of $1.0 trillion. Despite the challenges and uncertainty that 2022 provided, M&A activity remained active throughout 2022.

The M&A Middle Market Defined

The middle market consists of privately held companies that generate between $5 million and $1 billion in revenue annually. Middle market valuation multiples generally range from 4 to 11 times EBITDA based upon the company’s size, financial results, and industry. There are roughly 8,000 private equity groups in the U.S. with more than one trillion dollars in dry powder. Upper middle market companies are typically defined as businesses that generate more than $200 million in revenue annually and are historically prime targets for corporate acquisitions and re-trading among private equity firms. Lower middle market companies produce less than $200 million in revenue annually and are primarily individually owned. Recently, lower middle market companies have become more attractive acquisition targets for buyers seeking deals.

2023 Outlook

Will these levels continue into 2023? No one has a crystal ball that can predict where the middle market is headed, and to further complicate things, not all middle market transactions are reported. As of now, there remains a lot of uncertainty as businesses are still dealing with issues such as the ongoing war in Ukraine, global inflation, supply chain constraints, and rising interest rates. However, despite the uncertainty, there has been no indication that deal volume and valuations are expected to decline significantly. While many economists are expecting a mild recession in 2023, many company balance sheets are stronger than they were in previous recessionary periods. Healthier businesses may keep the M&A market active despite a slowdown in the economy.

In addition, large corporations that have dealt with rising inflation costs, supply chain issues, labor shortages, and organic growth challenges may look at middle market M&A as a solution to enter new markets, advance their capabilities and technology, reduce their existing business risk, and better position themselves for future growth and expansion. Additionally, although interest rates have increased, private equity firms have significant dry powder on hand and will continue to raise additional capital throughout 2023. Companies with strong financial results and recurring revenue streams will be attractive targets for many of these types of buyers. However, buyers may be more selective in their acquisition process, which could result in a modest reduction in valuation multiples throughout 2023.

Different acquirers will reward different value drivers. However, understanding how M&A multiples are trending in your industry may better prepare you, whether you plan to be a buyer or seller. If you have any questions regarding the M&A process or would like to learn more about multiples or deal activity in your industry, please contact Mike Lipschutz, Manager, Business Advisory, or any member of our M&A/Transaction Advisory team.

Michael Lipschutz can be reached at Email or 215.441.4600.

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Michael L. Lipschutz, CPA, CM&AA

Michael L. Lipschutz, CPA, CM&AA

Director, Transaction Advisory

M&A/ Transaction Advisory Services Specialist

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