Kadenwood
PerspectivesValuation

Certification, switching cost and backlog. Everything else is commentary.

Industrials deal volume rose while the wider market fell, precision manufacturing multiples ticked up more than half a turn, and middle-market manufacturing overtook services on multiple for the first time in years. What buyers are paying for is specific, and it is not the growth rate.

Author

  • Louis Garoz-FergusonFounder & Managing Partner

Currency

As of August 2026

The interior of a precision machine shop with rows of milling machines under high clerestory windows.

What is happening to manufacturing deal activity?

It is rising against a falling market. The broader industrials industry recorded a 12.1% rise in deal volume year to date in 2026 against the prior-year period, at a time when overall US deal count is declining (Capstone Partners, Packaging Market Update, 27 July 2026, citing the broader industry figure).

The pricing moved with it. Middle-market manufacturing multiples improved to 7.2x from 6.6x while business services eased to 7.0x from 7.3x, and in the smallest transaction cohort manufacturing firmed to 5.8x against 5.5x for services (Mercer Capital, Middle Market Transaction Update Summer 2026, on GF Data figures as of Q1 2026). Heavy overtook asset-light, which had not happened in years.

Precision manufacturing shows the clearest sub-sector version. Q1 2026 deal volume rose 19.6% year over year to sixty-one transactions, and the average sector multiple ticked up more than half a turn to 10.1x EV/EBITDA across 2023 to Q1 2026 from 9.6x across 2020 to 2022. The listed index for the sub-sector traded at 17.1x EV to trailing EBITDA as of 31 March 2026, above the Dow Jones Industrial Average at 16.0x (Capstone Partners, Precision Manufacturing Market Update, 6 May 2026).

The forward forecasts point the same way for parts of the sector and against it for others. Aerospace and defence deal volumes are forecast up 14% and manufacturing up 5% in 2026, while automotive, engineering and construction and business services are forecast to decline (PwC, Global M&A trends in industrials and services 2026 mid-year outlook, 23 June 2026, on LSEG data to 31 May 2026). Sub-sector selection matters more than the sector call.

Industrial sub-sectors, current volume and current transaction multiples
Sub-sectorVolumeMultiple
Precision manufacturing61 transactions in Q1 2026, up 19.6% year over year10.1x EV/EBITDA across 2023 to Q1 2026, from 9.6x across 2020 to 2022
Building products182 transactions year to date 2026, up 28.2% year over year; median deal size $411.6 million in 2025 from $185 million in 202410.6x EV/EBITDA across 2025 to year-to-date 2026, from 9.4x in 2024
Aerospace and defenceDeal volumes forecast up 14% in 2026, the strongest forward forecast across industrials and servicesNo current sub-sector transaction multiple published
Packaging59 transactions year to date 2026, down 21.3% year over year against a 12.1% rise across broader industrialsNo current sub-sector transaction multiple published
Middle-market manufacturing generallyLower middle market of ten to one hundred million dollars of enterprise value up 45.8% year over year in Q1 20267.2x from 6.6x; 5.8x in the one to twenty-five million dollar transaction cohort
Precision manufacturing and building products figures from Capstone Partners updates dated 6 May and 30 June 2026; packaging and the broader industrials volume figure from the Packaging Market Update of 27 July 2026; the aerospace and defence forecast from PwC's industrials and services mid-year outlook of 23 June 2026 on LSEG data to 31 May 2026; middle-market multiples from Mercer Capital on GF Data figures as of Q1 2026, with the lower middle market volume figure from Capstone Partners, Capital Markets Update, 4 June 2026. Multiples are sector transaction averages over the stated windows and are not size-adjusted, so a smaller business in any row should expect to clear below the figure shown.

What makes a small manufacturer command a premium?

Four things, and none of them is revenue growth. A proprietary or difficult process, a switching cost the customer would have to bear to leave, a certified or specified position that a competitor cannot obtain quickly, and a backlog that gives visibility beyond the current quarter.

The certified position is the strongest of the four because it is verifiable and slow to replicate. An approval on a customer's drawing, a qualification on a programme, a regulatory licence, a material certification or an audited quality system all mean that displacing you requires the customer to spend time and money re-qualifying somebody else. That is a barrier a buyer can diligence, which makes it a barrier a buyer will pay for.

Backlog is the one that has moved most in this cycle. One bellwether in the sub-sector reported a record backlog of $1.1 billion, up 70.7% year over year, on entered orders up 56.5%, and another projected roughly half of its 2026 fast-growth sales coming from data centres, electrification and grid modernization (Capstone Partners, Precision Manufacturing Market Update, 6 May 2026). Backlog with a named end-market attached converts a cyclical business into a visible one, and that is the difference the multiple is expressing.

Switching cost and process difficulty are harder to evidence and are therefore under-claimed by owners. The useful discipline is to write down, before a process, what a customer would actually have to do to replace you: which drawings, which approvals, how many months, at what cost. If the answer is short, the moat is not what you thought. If the answer is long, that document is worth more in a data room than any growth chart.

“The single most valuable page in a manufacturing data room is the one nobody prepares: what it would take a customer to replace you. Not a claim that they could not, but the actual sequence, the approvals, the months and the cost. When an owner can produce that page, the conversation stops being about last year's margin and starts being about why the business exists.”

Louis Garoz-Ferguson, Founder & Managing Partner

Who pays the most, and why?

Often the strategic buyer integrating vertically, because it is the only bidder valuing the business on something other than its standalone cash flow. A sponsor underwrites what the business earns; a customer or supplier acquiring it underwrites what owning it prevents, secures or saves.

The market conditions currently favour that bidder. US private equity deal value fell 38% to $177 billion in Q2 2026, the lowest in two and a half years, while corporates raised a five-year high of $53.6 billion in leveraged loan activity (Sikich, Q2 2026 Credit Market Update, 13 July 2026). Sponsor-to-sponsor sales fell 57% by value and 38% by count to the lowest quarterly mark in at least a decade (PitchBook Q2 2026 US PE Breakdown via PitchBook News, 6 July 2026). The marginal buyer in this market is a strategic.

There is a corresponding cost to that bidder which owners should understand before running toward it. A strategic buyer often wants the assets and the capability rather than the organization, is less likely to want the owner to stay, and may run a slower and more internally political process. It is frequently the highest price and rarely the easiest transaction.

The way to capture the strategic premium without depending on it is to construct a buyer list that contains both types and to make the process discover which is which. A sale run only to sponsors will not find the vertical-integration bid, and a bilateral conversation with the obvious strategic will not price it. Both mistakes are made at the buyer-list stage, before anything is negotiable.

What do capex and working capital do to the offer?

They set the floor under the price, because a buyer is not paying an enterprise value and then separately funding a business that consumes cash. Maintenance capital expenditure and the working capital swing are modelled through a cycle, not through the seller's best year, and both are argued in every process of this kind.

The working capital argument is settled in the definition rather than in the number. Ninety-three percent of transactions carry a purchase price adjustment mechanism, and 89% of the deals that carry one produce an actual adjustment (SRS Acquiom, published 19 May 2026, on a pooled population of transactions closed 2020 to 2025). In a business with inventory, work in progress and progress billings, that mechanism moves more money than a quarter-turn of negotiation on the multiple.

Capex is the argument that determines whether the buyer trusts the earnings at all. A business that has deferred replacement of ageing equipment is presenting EBITDA that includes a liability, and a buyer that finds a deferred capital programme in diligence will either fund it out of the price or walk. The productive approach is to quantify it first: an honest maintenance capital schedule, with the deferred items priced, presented at the outset.

The preparation standard for this market is at least thirty-six months of clean, normalized monthly financial statements with a quality of earnings report commissioned early rather than in response to a buyer's findings, and the firms that closed successfully were described as having well-prepared financial packages that minimized re-trading risk (Capstone Partners, Capital Markets Update, 4 June 2026). In a manufacturing business, monthly detail matters more than usual, because seasonality in inventory and billing is exactly where the working capital argument gets made.

Should a seller build the story on reshoring?

No, or at least not on the theme. US manufacturing construction spending peaked at $239 billion in June 2024 and has since declined 21%, driven by a 44% collapse in computer, electronic and electrical construction from its July 2024 peak, and excluding electronics spending rose only 5.6% since tariffs began, which the analysis describes as lower than would be expected for a boom (IoT Analytics, Industrial Macro Pulse May 2026, published 12 May 2026).

The conclusion in that work is explicit: it is too early to call a reshoring boom, and leading indicators show little evidence beyond what a normal cyclical industrial upswing would explain. The manufacturing purchasing managers index did reach a multi-year high of 52 in March 2026, so the sector is genuinely improving. Improving is not the same as structurally re-rating.

The methodological limit is worth carrying too, because it cuts the other way. Construction spending measures new capacity, so it may understate reshoring executed through better utilization of existing plant or through contract manufacturing rather than new builds. That is a real gap in the evidence, and it means the absence of a boom in the data is not proof of an absence of a boom.

The practical instruction is to underwrite the specific customer programme rather than the theme. A named contract, a qualified position on a programme that is moving, a purchase order pattern that has changed: those are diligenceable and they survive a sceptical buyer. A slide asserting that reshoring is a tailwind will meet the construction-spending data, and lose.

As of August 2026

Sources: Capstone Partners, Packaging Market Update, 27 July 2026, for the broader industrials industry recording a 12.1% rise in deal volume year to date in 2026 and for packaging at 59 transactions, down 21.3%; Capstone Partners, Precision Manufacturing Market Update, 6 May 2026, for Q1 2026 volume of 61 transactions at plus 19.6%, the average sector multiple of 10.1x across 2023 to Q1 2026 against 9.6x across 2020 to 2022, the listed sub-sector index at 17.1x against the Dow Jones Industrial Average at 16.0x as of 31 March 2026, the record backlog of $1.1 billion at plus 70.7% year over year on entered orders up 56.5%, and the projection of roughly half of 2026 fast-growth sales coming from data centres, electrification and grid modernization; Capstone Partners, Building Products Market Update, 30 June 2026, for 182 transactions at plus 28.2%, multiples of 10.6x against 9.4x in 2024, and median deal size of $411.6 million in 2025 from $185 million in 2024; Capstone Partners, Capital Markets Update, 4 June 2026, for lower middle market volume up 45.8% year over year in Q1 2026 and for the thirty-six months of clean normalized monthly financial statements standard, early quality of earnings guidance and the re-trading observation; Mercer Capital, Middle Market Transaction Update Summer 2026, published July 2026 on GF Data figures as of Q1 2026, for manufacturing at 7.2x from 6.6x against business services at 7.0x from 7.3x and for the small-cohort figures of 5.8x against 5.5x; PwC, Global M&A trends in industrials and services 2026 mid-year outlook, 23 June 2026, on LSEG data to 31 May 2026, for aerospace and defence volumes forecast up 14% and manufacturing up 5% while automotive, engineering and construction and business services decline; Sikich, Q2 2026 Credit Market Update, 13 July 2026, for US private equity deal value falling 38% to $177 billion and corporates raising a five-year high of $53.6 billion in leveraged loan activity; PitchBook Q2 2026 US PE Breakdown via PitchBook News, 6 July 2026, for sponsor-to-sponsor sales down 57% by value and 38% by count to the lowest quarterly mark in at least a decade; SRS Acquiom, published 19 May 2026, for the 93% incidence of purchase price adjustment mechanisms and 89% rate of actual adjustment among deals carrying one, on a pooled population of transactions closed 2020 to 2025; IoT Analytics, Industrial Macro Pulse May 2026, published 12 May 2026, for US manufacturing construction spending peaking at $239 billion in June 2024 and declining 21% since, the 44% decline in computer, electronic and electrical construction from its July 2024 peak, spending excluding electronics rising only 5.6% since tariffs began, the manufacturing purchasing managers index reaching 52 in March 2026, and the conclusion that it is too early to call a reshoring boom. Two published series of US private equity deal value circulate on different bases and are not combined in a single sentence here. Companion articles on this site cover the working capital peg, EBITDA add-backs and the difference between platform and add-on pricing.

Underwrite the customer programme, not the theme.