USA – NEW YORK Trends and Developments Contributed by: Ejim Achi, Shaun Levor, Serena Shi and Alexander Mandel, Greenberg Traurig, LLP
Greenberg Traurig, LLP One Vanderbilt Ave
New York NY 10017 USA
Tel: +1 212 801 9200 Fax: +1 212 801 6400 Email: ejim.achi@gtlaw.com Web: www.gtlaw.com/en/locations/new-york
A Look Back at 2025 and the Year of Resilience: Trade Policy, Antitrust Overhaul and Post- Pandemic Record Capital Deployment In the United States, 2025 was a year defined by the need to transact through volatility. M&A participants repeatedly found themselves scrambling to absorb external shocks, re-price risk and continue pressing ahead. Buyers, sellers and their advisers contended with abrupt and frequent changes in trade policy, the commencement of a more demanding antitrust filing regime and the intensifying impact of artificial intelli - gence on traditional software services companies. Yet by year end, the market had demonstrated a familiar truth: strong assets still cleared, sophisticated buyers still found ways to deploy capital and resilient deal processes still produced satisfactory outcomes. Trade policy was one of the most important head - winds. The most acute pause came in early April 2025, when the administration suddenly expanded the scope of tariff exposure for businesses with inter - national sourcing, manufacturing or distribution foot - prints. For many live processes, the issue was not merely a macroeconomic concern in the abstract; it was that the announced tariffs could materially alter input costs, working-capital assumptions and margin expectations within the deal perimeter almost over - night. In a meaningful number of situations, buyers slowed due diligence, recalibrated valuation, sought fresh operating cases or temporarily stepped back to reassess the operating cost implications and earnings impact of a rapidly changing tariff environment. Sponsors also continued to face pressure to gener - ate liquidity from portfolio companies acquired earlier
in the cycle. Where exit prospects were uncertain or valuation expectations difficult to reconcile, spon - sors increasingly explored alternative transaction structures, including continuation vehicles and other GP-led secondary transactions, to provide liquidity to existing investors while maintaining exposure to high- quality assets expected to benefit from improved mar - ket conditions in the future. Even with those pressures, private equity investors and other control buyers found many attractive oppor - tunities to deploy capital, particularly in very large transactions. By the end of 2025, aggregate private equity deal value had rebounded sharply, powered in substantial part by megadeals, producing one of the strongest years for capital deployment since the 2021 peak. The new Hart-Scott-Rodino (HSR) filing form took effect in February 2025 and significantly increased the information and document burden associated with reportable transactions. For many transactions, the new form increased preparation demands dra - matically, requiring more extensive data gathering and broader co-ordination, particularly for private equity sponsors pursuing large transactions with equity co- investors. Parties could no longer treat HSR prepa - ration as a relatively late-stage administrative work - stream. It became a more central element of front-end deal planning, signing and closing timetables and negotiation over regulatory-related covenants. For transactions involving limited liability companies (LLCs) formed in New York or foreign LLCs authorised to do business in New York, the prospect of the New
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