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Middle Market M&A – Your Deal. Our Priority
In business, growth isn't optional, and Fox Rothschild gets that. Our agile dealmakers have guided hundreds of middle-market companies through acquisitions and divestitures, including cross-border deals, across sectors from manufacturing, med tech, and insurance to tech and entertainment. Raising your next round? We guide later-stage financings that fuel growth. Ready to sell? We help founders exit gracefully and profitably. We think forward, drive results, and keep it personal. You get national reach with a boutique touch.
Community Spotlight
Q&A: Sequoya Borgman on Why Sellers Should Vet the Buyer as Hard as the Buyer Vets Them
A buyer may spend months examining a company's financial records, customer relationships, and management team before making an offer. Business owners also need to understand who is acquiring their company and what the buyer intends to do after closing. Sequoya Borgman, founder and CEO of Borgman Capital, believes this is particularly important for family- and founder-owned businesses approaching their first institutional sale.
He believes sellers should apply the same scrutiny to prospective buyers. An owner needs to understand how the buyer generates returns, how much debt it will place on the business, and whether its plans align with the owner's priorities. This is especially important when a company has operated as a lifestyle business and is about to take on an institutional ownership structure. Borgman also looks for alignment around the company's future, favoring owners who care about what happens to the business after the sale. After an acquisition, his firm reserves a meaningful equity stake for management to earn or buy, giving the team a financial stake in the company's progress.
Timing is another consideration. Borgman says there is no universally perfect moment to sell. A business is ready when it has addressed its operations and risks, a process that can take a couple of years. Although the period between signing a letter of intent and reaching a purchase agreement may take about 90 days, the buyer-seller relationship can develop over a much longer period.
Borgman also describes a market shaped by the higher purchase prices paid during the period of cheap capital. He believes some buyers who acquired businesses at stretched valuations in 2021 and 2022 may need another three to five years before exiting those investments. Still, he sees strong demand for high-quality businesses.
Borgman's approach highlights the importance of carefully evaluating potential acquisition partners. A buyer's financing structure, expected holding period, management incentives, and plans for the company can all influence what happens after closing. For owners, understanding these priorities before signing an agreement can help determine whether the buyer is a suitable long-term partner for the business and its employees.
Governance Feed
Dykema's 2026 M&A Outlook Survey found that just over half of surveyed dealmakers expect U.S. M&A activity to increase over the next 12 months, down from 74% a year earlier. Only 41% expect buyers' and sellers' price expectations to align, despite continued capital availability. Respondents identified data centers and digital infrastructure (38%), technology (32%), and healthcare (29%) as sectors expected to see the most M&A activity. Meanwhile, 63% said AI provides the greatest value in due diligence, although 38% cited accuracy and reliability as their leading concern.
Main Street America has raised concerns about proposed Small Business Administration (SBA) changes that would expand the definition of a small business, potentially increasing competition for federal financing and support. Its research shows that 96% of businesses in its network have fewer than 25 employees, while only 25% of respondents to its fall 2024 survey had ever accessed an SBA-backed loan. The organization recommends dedicated support for businesses with fewer than 25 employees or under $1 million in annual revenue. The SBA is accepting public comments on its proposed changes through November 20, 2026.
U.S. private credit defaults hit a record 6.3% in the third quarter of 2026, according to Fitch. About 88% of defaults involved restructuring measures such as deferred interest payments, payment-in-kind conversions, and maturity extensions. Meanwhile, lenders continued extending credit to established borrowers. For buyers relying on debt financing, higher borrowing costs and tighter underwriting could affect purchase prices, deal structures, and post-acquisition cash flow.
Thesis Principle
Before selling a business, owners should evaluate their financial and personal readiness for life after the transaction. This includes calculating after-tax proceeds based on a realistic deal structure and determining whether those funds can support their long-term financial needs. Owners should also consider how they will spend their time, whether their spouse or partner supports the decision, and which professional relationships they may lose after closing. Understanding whether the decision to sell comes from personal goals or exhaustion can help clarify the right timing. Owners should also identify what they may miss about running the business and consider how to replace that sense of purpose after the sale.
Resources & Events
📅 IT Due Diligence (Online - November 12, 2026)
Midwest Business Brokers and Intermediaries (MBBI) hosts a webinar focused on the role of IT due diligence in business acquisitions. The session explores what buyers and advisors need to understand when assessing a company's technology as part of the transaction process. For buyers, technology due diligence can help identify potential risks and areas that may require attention before a deal closes. Advisors can also use these assessments to help clients prepare for buyer scrutiny and address technology-related questions during a sale. Details →
📅 Exit Planning and Employee Ownership (Online - November 19, 2026)
The DC Small Business Development Center and Project Equity host a 50-minute webinar for business owners exploring their next steps in ownership and succession planning. The session will cover exit planning options and the considerations involved in preparing a business for sale, followed by a closer look at employee ownership. Topics include how employee ownership works, the different ownership models available, key factors that determine whether a business is ready for this type of transition, and how employee ownership transactions are typically financed. Details →
📊 Report Spotlight: Golub Capital Middle Market Report Q3 2026 (Golub Capital)
Golub Capital’s Q3 2026 Middle Market Report found that earnings at U.S. private equity-backed middle-market companies grew 6.9% year over year during the first two months of the quarter, outpacing revenue growth of 3.5%. The difference was especially pronounced in software, where earnings rose 8.3% while revenue grew 2.7%. Consumer companies recorded 4.1% revenue growth and 2.7% earnings growth. Golub Capital noted that median EBITDA growth outpaced median revenue growth by several percentage points for the first time since Q2 2025, pointing to stronger profitability and margins among companies in its sample. Read →
For the Commute
From Entrepreneur to Acquisition Entrepreneur (Think Big, Buy Small)
In this episode, Aaron Wyatt discusses how he moved from building an independent manufacturer's representative business to acquiring a commercial garage door service company in Indiana with a longtime friend. He explains how he grew his original business by adding complementary product lines, developing relationships with family-owned manufacturers, and building a team that could operate beyond his direct involvement. The conversation also covers operational improvements, the decision to hold the acquired business for the long term, and how existing entrepreneurs can approach acquisitions without following a traditional search fund model.
