M&A activity in the United States is regaining momentum. Through the first three quarters of 2025, total global deal value grew 10% compared to 2024, with the Americas experiencing 26% growth. 62% of all acquisition targets were from North America, with US companies acquiring most of them.
Such activity suggests an inclination towards cross-border revenue diversification among US companies.
In such a scenario, maintaining stakeholder interest regarding inorganic growth strategies through transparent disclosures remains paramount, even for private companies.
Public company transactions are governed by well-defined SEC requirements. However, in private-company M&A, disclosure expectations are largely contract and stakeholder-driven. Buyers, lenders, private equity sponsors, and co-investors increasingly expect institutional-grade transparency.
Disclosure Requirements Driven by Financing Sources
Here, we outline the differing acquisition-related disclosures required depending on how you raise funds for acquisitions.
Bank Financing
Banks typically require comprehensive financial disclosure, including historical financial statements, detailed cash-flow analysis, and forward-looking projections. You must also provide covenant modeling to demonstrate the ability to repay debt under base-case and downside scenarios.
Depending on the size of the debt and your company’s financial condition, banks may ask for granular disclosure on customer concentration, target asset quality, receivables quality, and inventory aging.
Post-closing, your company may also be expected to furnish reports periodically or when certain extraordinary/unexpected events occur.
Private Equity Sponsors
Private equity sponsors impose institutional-grade reporting standards that often rival public company requirements. Before closing, sponsors expect diligence-ready data rooms containing audited/audit-ready financial statements and detailed customer and revenue concentration analyses.
Once the sponsors confirm their participation, in the run-up to the acquisition, you should also start thinking about integration readiness reporting since sponsors require visibility into how operational synergies will be captured and measured.
After closing, you will need to make periodic updates where, in addition to financial disclosures, KPIs are also measured.
Mezzanine Investors
Mezzanine investors occupy a precarious position in the capital structure. Their repayment priority is lower than that of senior lenders, yet they lack the full upside potential of equity investors. They offset this risk through equity conversion rights, higher interest rates, and enhanced transparency requirements.
Public companies meet these transparency requirements through periodic reports, and mezzanine investors place similar expectations on private market borrowers.
Hence, mezzanine financing agreements require disclosures mirroring public company formats, including management discussion and analysis (MD&A), detailed business descriptions, and comprehensive risk factor assessments.
Legal and Regulatory Disclosure Triggers for Private Deals
In this section, we discuss the regulatory reporting thresholds that private companies must be mindful of when pursuing acquisitions.
Antitrust Reporting Thresholds
Under the Hart-Scott-Rodino (HSR) Act, companies must file premerger notifications for large acquisitions and can close transactions only after FTC and DOJ approval. In this premerger notification, you must provide information such as transaction rationale and diagram, fee information, ultimate parent entity (UPE) details, ownership structure of the acquiring party, and business descriptions. Generally, when transactions are subject to international antitrust notification, the disclosure requirements are higher.
Industry and State-Specific Regulations
In the US, business combinations involving various highly-regulated industries, such as gaming, banking, and mining, must adhere to industry-specific rules. In general, foreign acquirers face higher scrutiny than US companies, but in industries such as utilities, transport, IT and communications, and defense, the regulators really up the ante.
At the state level, you may encounter barriers in the form of anti-takeover statutes.
These regulatory controls create an additional layer of disclosure requirements to be satisfied by private companies.
Tax Authority Expectations
Auditors will expect transfer-pricing documentation, tax-basis schedules, deferred tax analyses, and audit history support. Weak tax files increase risk premiums and can impede financing or closing.
Eqvista- Precision That Powers Confident Transactions!
Disclosure in private-company M&A may be less regulated than in the public markets, but the expectations are no less rigorous. Institutional-grade transparency improves valuation outcomes, supports financing, and lowers the probability of disputes. Conversely, poor disclosure can delay closing, complicate purchase accounting, and increase litigation and regulatory exposure.
Eqvista supports private companies with the tools and analyses needed to meet rising disclosure standards, including:
- Fairness opinions
- Cap table management solutions
- Real-Time Company Valuation® aligned with ASC 820, IFRS 13, and Section 409A
If your organization is preparing for an acquisition, whether as buyer or seller, Eqvista provides the defensible, audit-ready valuation support that builds stakeholder confidence and keeps deals moving. Contact us to learn how we can help you navigate disclosure requirements with precision and rigor!
