Welcome to a multi-part article series authored by leading cross-border M&A professionals from CBIZ, Greenberg Traurig LLP, Noble Capital Markets, and Pathfinder Advisors LLC. This series provides a comprehensive guide for middle-market and larger European companies and investors seeking strategic acquisitions in the U.S. across the manufacturing, distribution, logistics, business services, and retail sectors. It will illuminate the compelling market dynamics, operational advantages, and strategic imperatives driving these transatlantic deals now, while also offering practical insights on navigating the complexities of U.S. market entry, robust financial and operational due diligence, talent integration, and regulatory considerations. The series aims to equip company owners, corporate development executives, family offices, and private equity professionals with the knowledge to unlock significant value and establish a resilient U.S. presence.
In an era defined by rapid economic shifts and evolving global dynamics, European enterprises may now have unprecedented opportunities to look across the Atlantic for strategic growth opportunities. The U.S. market, with its vast scale and inherent resilience, could present a compelling landscape for inbound M&A. This first article in our series explores why the current climate favors European acquirers and how strategic U.S. acquisitions could unlock significant value and establish a robust, resilient long-term presence.
THE U.S. ECONOMIC LANDSCAPE: A MAGNET FOR GLOBAL CAPITAL
Several factors contribute to the U.S. market’s allure for European companies. Despite global uncertainties, the American economy consistently demonstrates remarkable resilience and growth, driven by strong domestic demand and a vast consumer base.
For businesses in manufacturing, distribution, logistics, business services, and retail, this can translate into unparalleled opportunities for scaling operations and accessing a diverse, expansive customer demographic. Unlike other regions, the U.S. provides a stable and predictable economic environment, making it a potentially reliable destination for significant capital deployment. Indeed, while some regions have seen a decline in foreign direct investment (FDI), North America has seen an increase, partly due to the U.S. market’s enduring appeal.
Legally and regulatorily, the U.S. provides a stable and transparent system, which is a major draw for European companies. It features strong intellectual property (IP) protections, generally favorable employer-friendly laws in most states, and a robust legal system that supports contract enforcement.
Beyond tolerance, the U.S. actively encourages FDI, recognizing its role in economic development and job creation, making it a highly attractive destination for European capital.
Adding to these draws, the U.S. labor market is generally more operationally flexible compared to many European economies. It features less pervasive unionization, fewer statutory time-off mandates, and largely defined contribution pension structures, all of which may help streamline post-acquisition integration and cost management for European acquirers.
COMPELLING VALUATION DYNAMICS & DEAL STRUCTURES: A BUYER’S WINDOW OF OPPORTUNITY
Recent market adjustments have tempered the soaring valuations seen in previous years, creating a more balanced and favorable buyer’s market. In 2024, average middle market M&A valuations eased to 9.4x EV/EBITDA, down from 9.6x in 2023.
While the median EBITDA multiple also dropped, signaling continued buyer selectivity, the share of deals closing at 10.0x EBITDA or higher rebounded significantly. This suggests that while overall valuations have stabilized, high-quality assets, particularly in service-focused areas, continue to attract strong competition and premium pricing. At the same time, the average enterprise value of targets increased, indicating a strategic shift towards larger, more synergistic acquisitions.
This environment is supported by a constructive lending landscape. Private credit has grown, taking a permanent share of the corporate lending market and offering flexible financing solutions.
Adding to this buyer-favorable backdrop, the U.S. Dollar has lost over 13% of its value against the Euro this year, potentially boosting the valuation case for European acquirers as a stronger Euro effectively discounts U.S. acquisitions by the same margin.
Despite some recent volatility in the middle market debt environment due to factors like credit downgrades and persistent high-yield spreads, optimism about private equity dealmaking remains high. This continued demand, alongside improving macroeconomic conditions, makes the market increasingly conducive to transactions.
Moreover, understanding the nuances of U.S. deal structures—from asset versus stock purchases to the strategic use of earn-outs—is key to optimizing transaction outcomes and aligning interests.
STRATEGIC SUPPLY CHAIN RECONFIGURATION: LOCALIZING FOR RESILIENCE AND OPERATIONAL ADVANTAGE
Global events have clearly highlighted the vulnerabilities of extended supply chains. For many European firms, enhancing supply chain resilience has become a top strategic priority.
While U.S. manufacturing output “barely increased” in 2024, indicating a lag between investment announcements and operational capacity coming online, this may create an opportunity for M&A. Acquiring existing U.S. companies could offer an immediate and impactful solution for nearshoring or reshoring production and distribution capabilities, circumventing these lags and accelerating market entry.
Establishing a U.S. footprint can directly impact lead times, reduces international transportation costs, and mitigates exposure to geopolitical disruptions and tariffs.
European firms are increasingly seeking U.S. acquisitions to create “tariff-proof” manufacturing and supply chains. Imagine a European manufacturer of specialized industrial components acquiring a U.S. distributor with strategically located warehouses; this not only ensures closer proximity to end-customers but could also help build a more secure and efficient North American supply network, providing diversification away from global reliance.
A WELCOMING POLICY ENVIRONMENT: INCENTIVES FOR FOREIGN INVESTMENT AND GROWTH
The U.S. government has adopted a supportive stance towards domestic investment, offering substantial incentives that can indirectly benefit foreign acquirers. Initiatives like the Inflation Reduction Act (IRA) and CHIPS Act, while often associated with specific high-tech manufacturing, create a broader environment that could favor industrial growth.
The CHIPS Act, for example, not only boosts semiconductor production but also strongly encourages supply chain diversification and risk mitigation across related industries. While some specific tax credits might face adjustments, certain benefits of the IRA are expected to remain intact, continuing to make U.S. investment attractive.
This supportive policy environment, combined with a stable regulatory landscape compared to other global jurisdictions, could further de-risk direct foreign investment. The U.S. actively encourages FDI, recognizing its role in economic development and job creation, making it a highly attractive destination for European capital.
Beyond direct governmental initiatives, the U.S. tax environment offers key advantages that may enhance its appeal for cross-border M&A.
U.S. tax law broadly allows for the amortization of goodwill and other intangible assets in the case of asset acquisitions. Moreover, in certain circumstances, transactions structured as stock acquisitions can be treated as asset acquisitions for income tax purposes with the appropriate election, allowing buyers to obtain assets with a “stepped up” tax basis, alongside the benefit of intangible asset amortization.
Importantly for European acquirers, the U.S. maintains a wide treaty network with Europe. This network may enable the efficient repatriation of after-tax earnings with favorable withholding tax rates, further making the U.S. an attractive destination for international expansion.
SECTOR-SPECIFIC READINESS: RIPE OPPORTUNITIES ACROSS INDUSTRIES
Beyond macroeconomic factors, the U.S. market may offer significant opportunities in specific sectors. In manufacturing, there is a strong push for modernization and efficiency, that could make established U.S. facilities ripe for European investment and technological enhancement.
The fragmented nature of the U.S. distribution and logistics sectors may present opportunities for consolidation, allowing European players to build scalable networks. Indeed, recent trends show a noticeable uptick in European buyers seeking to expand their U.S. footprint, often driven by a desire to mitigate tariff impacts.
Business services and retail, driven by a dynamic consumer base and rapid technological adoption, offer avenues for market expansion and digital transformation. For example, a European logistics firm might acquire several regional U.S. trucking companies to quickly establish a national network, leveraging existing customer relationships and infrastructure and benefiting from the observed M&A activity in logistics, where cross-border deals accounted for 44% in 2024.
CONCLUSION: POSITIONING FOR ENDURING SUCCESS IN THE U.S.
The combination of attractive valuations, a resilient market, strategic supply chain needs, and a supportive policy environment may create a window of opportunity for European companies.
Proactive engagement in U.S. M&A now is not just about growth; it is about building long-term resilience and securing a dominant position in a critical global market.
Our next article, “Expanding Your Footprint: Strategic Opportunities in U.S. Manufacturing, Distribution & Logistics,” will delve deeper into the specific operational and technological advantages awaiting European acquirers in these core industrial sectors.
ABOUT THE AUTHORS:
Nico Pronk is Managing Partner, CEO, and Head of Investment Banking at Noble Capital Markets. Nico has over 35 years of experience working with IPOs, Secondary Offerings, Private Placements and Mergers and Acquisitions including complex cross-border transactions. During his career he has served as Director or Advisor to numerous privately held and publicly traded companies.
Bruce C. Rosetto is a Senior Partner and Shareholder at Greenberg Traurig LLP and represents private and public companies, private equity funds, hedge funds, investment banks, and entrepreneurial clients in a wide variety of industries. He has broad experience in domestic and international mergers and acquisitions, raising capital, securities work, private placement financings, corporate governance, alternate assets, and projects qualifying for investment under the EB-5 Entrepreneur Investment Visa Program. He also forms private equity funds and family offices and represents affiliated portfolio companies.
Fred Campos is a Managing Director at CBIZ with more than 20 years of experience in accounting and finance and more than 300 executed buy-side and sell-side M&A engagements. Prior to joining CBIZ, Fred founded and led a boutique advisory services firm focused on mergers and acquisitions and exit readiness. Earlier in his career, he was part of the cross-border practice at Ernst & Young (EY) where he assisted EY’s global clients on cross-border deals. Fred also established and led the regional transaction advisory services practice for a global top tier public accounting firm.
Mark Chaves, Managing Director with CBIZ, assists companies with domestic and international tax planning and structuring, mergers and acquisitions, and business reorganizations. Mark has focused his career on working with multinational corporations to manage cross-border direct and indirect tax issues, foreign tax credit and repatriation planning, reorganization of expatriate and inpatriate tax matters, and ASC 740 reporting. Additionally, Mark assists individuals with international estate planning, inbound tax structuring of investments in U.S. real property, and pre-immigration planning as well as with cross-border tax issues and filings for FINCEN compliance.
Matthew (Matt) Podowitz is the founder and Principal Consultant of Pathfinder Advisors LLC, bringing experience on 400+ global M&A engagements to his clients. Matt specializes in the critical operational and technology aspects of M&A transactions, providing due diligence, carve-out, integration, and value creation services. Leveraging his perspective as a dual US/EU citizen, he provides seamless support for cross-border M&A transactions through every step of the transaction lifecycle in both markets. His background includes leadership roles at firms like Ernst & Young, Grant Thornton, and CFGI.