2025 Middle Market M&A SurveyBook

Seyfarth’s 11th annual SurveyBook analyzes more than 150 middle market private target acquisition agreements signed in 2024 and the first half of 2025.

Intended as a guide to buyers, sellers, and deal professionals on “what’s market” in private target acquisition agreements, the M&A SurveyBook tracks critical deal terms that define the allocation of risk between parties.

Explore the key findings below, or view the full results.

Middle market deal activity continues to show resilience and competitiveness, even amid a period of softness in M&A over the past 18 months. In today’s environment, understanding how your deal terms compare to prevailing market standards is more critical than ever. Our M&A SurveyBook delivers that essential insight, empowering dealmakers to approach negotiations with greater clarity, confidence, and strategic precision.

Andrew Lucano

Corporate department chair and M&A practice co-chair

While every transaction has its own unique dynamics, dealmakers still need a clear benchmark of where their terms stand in today’s market. The data highlights how tools like R&W insurance, indemnity caps and escrows, and earnouts are actively shaping negotiations. Even in the face of uneven market conditions and emerging tariff concerns, the findings help buyers and sellers stay focused on the deal terms that drive value.

Aaron Gillett

M&A practice vice chair

2025 Notable Findings

Escrow Amounts

The median indemnity escrow amount in non-insured deals rose to approximately 9% of the purchase price (up from 8% last year), with nearly half of such deals exceeding 10%—a less seller-friendly development. By contrast, insured deals had a median escrow of just 0.3%, down from 1% in 2023/2024.

Escrow Periods

Across both insured and non-insured deals, the median indemnity escrow period held steady at 12 months, reflecting a continued trend toward shorter, seller-favorable periods.

Survival Periods

For non-insured deals, the median general survival period increased slightly to 18 months (from 16.5 months). For insured deals, it remained at 12 months, in line with escrow terms.

Carve Outs

Non-insured deals saw continued growth in carve outs for “no conflicts” (up 11% from last year to 70%) and “due organization” (up 10% to 96%). In insured deals, carve outs for capitalization rose to 82%, while carve outs for intellectual property fell to 13%.

Indemnity Baskets

Among non-insured deals, deductible baskets remained most common (68%), though tipping baskets continue to account for nearly one-third of deals. All insured deals provided for deductible baskets, reflecting a seller-favorable trend.

Indemnity Caps

The median indemnity cap for non-insured deals held steady at 10%. For insured deals, the median cap dropped slightly to 0.3% (from 0.4% in 2023/2024), underscoring the impact of R&W insurance.

Fraud Exceptions

94% of non-insured deals and all insured deals included fraud exceptions to indemnity limitations. Most deals defined “fraud” narrowly as intentional acts with actual knowledge.

Governing Law

Delaware law continues to dominate, governing 67% of non-insured and 92% of insured deals.

Earnouts

13% of deals included earnouts (down slightly from 15% last year), but nearly half of those provided for earnouts equal to 50% or more of the purchase price, signaling higher stakes for sellers.

Privilege Retention

80% of deals provided sellers retain attorney-client privilege post-closing, up from 74% last year.