COVID-19 and the resulting market volatility and uncertainty has disrupted middle-market dealmaking. Per PitchBook, provider of private capital market data, after a strong Q1 with nearly 3,000 announced U.S. deals, deal volume plummeted to 538 in April and 390 in May. For many middle-market sponsors, focus over the last few months has been on managing the crisis and preserving value at existing portfolio companies, but funds continue to hold record amounts of dry powder. As of Q2 2019, approximately $740 billion was held by U.S. funds. The pressure to deploy this capital exists across the market, including those with recent fund closings and mature funds seeking to deploy the last of their committed capital.

This paper summarizes the key challenges, implications, and alternative opportunities in the current M&A landscape. It reflects a collaborative effort of subject-matter experts from Houlihan Lokey and Willkie Farr & Gallagher LLP.