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Timing a Sale: Risk-On and Risk-Off Markets in M&A

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Understanding Risk-On and Risk-Off Markets: Impact on Investments, Private Equity, and M&A Strategy

In the dynamic landscape of investments and M&A, understanding the cyclical shift between risk-on and risk-off market environments is essential for investors, financial professionals, and business owners alike. These terms aren’t just buzzwords—they represent core investor behaviors that directly influence asset allocation, private equity deal flow, and M&A valuations.

What Are Risk-On and Risk-Off Markets?

At their core, risk-on and risk-off markets reflect shifts in investor sentiment and risk appetite in response to macroeconomic and geopolitical developments.

What Is a Risk-On Market?

In a risk-on environment, investors are optimistic about the economy and are more willing to invest in higher-risk, higher-reward assets. This confidence typically results from:

  • Strong GDP growth
  • Low interest rates
  • Positive corporate earnings
  • Global political stability

Typical Asset Preferences in Risk-On Conditions:

  • Equities (especially growth and small-cap stocks)
  • High-yield bonds
  • Emerging market funds
  • Real estate and commodities

During these periods, Private Equity (PE) firms become more aggressive, often willing to pay higher EBITDA multiples for promising acquisitions, particularly in high-growth sectors such as technology, SaaS, and healthcare.

What Is a Risk-Off Market?

A risk-off market is defined by pessimism and a general flight to safety. Investors seek to protect capital amid:

  • Recession fears
  • Interest rate hikes
  • Geopolitical instability (e.g., wars, trade tensions)
  • Market volatility or black swan events

Asset Classes Favored in Risk-Off Markets:

  • U.S. Treasury bonds
  • Precious metals (especially gold)
  • Defensive sectors (utilities, consumer staples)
  • Cash equivalents

In these conditions, M&A activity tends to slow down, and valuation gaps widen, as buyers become more conservative and sellers are reluctant to lower expectations.

Strategic Investment Shifts by Market Phase

Risk-On Strategies:

  • Sector rotation into tech, industrials, and discretionary consumer goods
  • Increased leverage use by investors and PE firms
  • Higher exposure to growth-oriented equities and alternatives
  • Active pursuit of M&A for expansion

Risk-Off Strategies:

  • Focus on capital preservation
  • Rotation into blue-chip stocks and fixed income
  • Heightened portfolio diversification
  • Use of hedging tools like options, puts, or inverse ETFs

The Influence of Risk-On/Risk-Off on M&A Trends

Risk-On Environment: M&A Acceleration

  • Valuation Multiples Expand: Investors chase deals amid strong equity markets and access to cheap debt.
  • Liquidity is Abundant: Corporate balance sheets and private equity dry powder drive deal activity.
  • Buy-Side Aggression: Strategic and financial buyers compete more heavily, leading to auction-style bidding and faster deal cycles.

Risk-Off Environment: M&A Deceleration

  • Caution Dominates: Buyers demand more thorough due diligence and apply conservative valuation models.
  • Debt Becomes Scarce or Expensive: Rising interest rates and tighter credit reduce financing availability.
  • Fewer Strategic Exits: Sellers may delay exit plans due to suppressed valuations or perceived market instability.

How Business Owners Can Leverage Market Cycles to Maximize Company Sale Value

Whether you’re considering selling during a bullish or bearish market cycle, aligning your strategy with current investor sentiment can lead to significantly improved outcomes.

Preparing for Sale in a Risk-On Market

  1. Showcase Growth Trajectory
    Buyers are eager to invest in companies with strong momentum. Emphasize top-line growth, product innovation, and market expansion efforts.
  2. Build Strategic Partnerships
    Partnerships with complementary firms or key industry players increase perceived value and scalability.
  3. Strengthen Operational Metrics
    Investors in risk-on markets are focused on scalable business models. Improve KPIs such as customer acquisition cost (CAC), retention rate, and EBITDA margin.
  4. Prepare for Competitive Bidding
    In a frothy market, more buyers means higher valuations. Structure a professional, auction-style sale process to encourage competitive tension.

Preparing for Sale in a Risk-Off Market

  1. Highlight Financial Stability
    In uncertain times, buyers gravitate toward predictable cash flow, solid balance sheets, and sticky revenue models.
  2. Diversify Customer Base
    Reduce reliance on a single client or geographic area to lower perceived concentration risk.
  3. De-Risk the Business
    Resolve outstanding legal issues, reduce debt loads, and lock in long-term contracts to make your company more attractive in conservative markets.
  4. Leverage Expert Financial Advisors
    Experienced M&A advisors can identify the right buyers even in slower markets and help structure deals to overcome valuation gaps.

Key Takeaways for Investors and M&A Professionals

  • Market sentiment shifts rapidly. Investors and business owners must remain agile and adjust strategies accordingly.
  • Private equity multiples are highly sensitive to macroeconomic factors. Timing matters more than many realize.
  • Risk-on markets are opportunity-rich, while risk-off markets reward resilience.
  • Whether you’re an acquirer or a seller, understanding the behavioral psychology of investors during different phases is essential for maximizing deal success.

Final Thoughts

In both bullish (risk-on) and bearish (risk-off) environments, informed strategy trumps timing alone. Recognizing and preparing for these market cycles allows business owners, investors, and M&A advisors to capitalize on opportunities—or preserve value—when others are reacting emotionally.

Thinking of selling your business or exploring strategic acquisitions? Contact our team to learn how to align your timing and tactics with today’s market cycle.

Talk to the Experts at Merit Investment Bank!

J. Craig Dickens 
Chairman
Craig.Dickens@MeritInvestmentBank.com
253-370-8893

Securities offered through Finalis Securities LLC Member FINRA/SIPC. Merit Investment Bank  and Finalis Securities LLC are separate, unaffiliated entities. 

Merit Investment Bank, a leading middle market investment bank, with a specialization in building products, is honored to have served as exclusive advisor to VaproShield (“VaproShield”) in its sale to (Muncaster Capital.)

by: Merit Investment Bank

SEATTLE – October 31, 2025 – PR.com – Merit Investment Bank (“Merit”), a leading middle-market investment bank with deep expertise in the building products and construction materials sector, is pleased to announce that it served as the exclusive financial advisor to VaproShield, a premier manufacturer of high-performance air and water barrier systems, in its sale to Muncaster Capital, a privately held investment company based in Texas.

This strategic transaction represents a significant milestone for VaproShield, a recognized innovator in the building-envelope industry. For more than two decades, the company has pioneered the design and manufacture of high-performance, vapor-permeable air barrier (AB) and water-resistive barrier (WRB) membranes and accessories. Through its commitment to research, sustainability, and customer-focused innovation, VaproShield has become a trusted partner to architects, builders, and developers seeking to enhance energy efficiency, moisture control, and long-term building performance.

“The sale of VaproShield shows what’s possible when visionary founders create real value and plan strategically for an exceptional exit,” said Craig Dickens, Chairman of Merit Investment Bank. “We were honored to help align the company with the right partner, culture, and capital for its next stage of growth. This milestone reflects years of innovation, discipline, and thoughtful preparation leading to an outstanding outcome.”

The acquisition by Muncaster Capital, am ESOP, will provide VaproShield with additional resources and strategic backing to expand operations, accelerate innovation, and strengthen its presence in both domestic and international markets. Muncaster’s long-term investment philosophy aligns closely with Vaproshield’s mission to deliver environmentally responsible, high-performance solutions to the construction industry.

“VaproShield has built an exceptional brand through innovation, sustainability, and performance,” added Chris Barnes, Managing Director at Merit Investment Bank. “It was a privilege to advise such a forward-thinking team whose commitment to excellence andcustomer trust has made them industry leaders. This transaction delivers a strong outcome for shareholders and positions VaproShield for its next phase of growth.”

Legal counsel for the company was provided by Holland & Knight LLP. Merit extends its appreciation to Stephen McKay and the firm’s M&A team for their seasoned legal guidance and support throughout the transaction, ensuring a smooth and efficient closing process.

The company was also advised by Baker Tilly US, LLP. Merit acknowledges Preston Smith, Director – Transaction Advisory, and Michael Hurst, Partner – Tax, for their expert guidance and transactional support. Their technical insight and professionalism were instrumental in achieving a successful closing.

About the Buyer

Muncaster Capital of Texas, Inc. is a privately held holding company based in Ennis, Texas, primarily associated with the building materials and protective coatings industry. Established in 1986, it serves as the parent company for Polyguard Products, a leading manufacturer of high-performance barrier systems, air and moisture membranes, and protective coatings used in construction and infrastructure projects.

Muncaster Capital oversees operations focused on innovation, sustainability, and long-term business growth within the building-envelope sector. As a mid-sized, family-owned enterprise, it plays a strategic role in managing assets, guiding corporate development, and supporting Polyguard’s mission to deliver durable, energy-efficient solutions to the construction industry.

About Merit Investment Bank

Merit Investment Bank is a leading boutique investment bank focused on serving founder/family-owned middle-market, technology-forward companies. The firm principally executes sell-side M&A, as well transactions with specific emphasis on the building products technology, infrstructure, consumer, and manufacturing/distribution/industry 4.0 sectors.

In addition, Merit offers services including buy-side M&A debt and equity capital raises, restructuring advisory, business valuations, and project financing.

Securities offered through Finalis Securities LLC, Member FINRA/SIPC. Merit Investment Bank and Finalis Securities LLC are separate, unaffiliated entities

Contact:

Craig Dickens, Chairman

Merit Investment Bank

Craig.Dickens@MeritInvestmentBank.com

253-370-8893

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