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THIS WEEK'S KEYS:

Pulse: The New Tariff Reality

Playbook: Bridging the Valuation Gap

Spotlight: The Economics of Pricing Power

Roundup: This Week’s M&A Highlights


Have a great weekend!

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PULSE

The New Tariff Reality

Photo By Adobe Stock Images

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In February 2026, the U.S. Supreme Court struck down President Trump’s sweeping global tariffs implemented through the International Emergency Economic Powers Act (IEEPA), ruling that the statute did not grant the executive branch unilateral authority to impose broad-based duties. The decision created a legal pause, but not a strategic shift. Within days, the administration signaled it would pursue alternative statutory mechanisms including Section 122 of the Trade Act of 1974 and other existing trade authorities to reimplement broad tariffs, including a universal duty on imported goods.


For markets, the message was straightforward: tariffs are unlikely to disappear regardless of the legal pathway used to impose them.


Trade restrictions have already become a durable feature of the global economic landscape. According to the Peterson Institute for International Economics, the tariffs imposed during the 2018–2019 U.S.- China trade conflict covered more than $350 billion of Chinese imports and most remain in place today. Research from the Federal Reserve Bank of New York, found that the majority of tariff costs were passed through to U.S. firms and consumers rather than absorbed by foreign exporters. In practice, tariffs functioned as a domestic tax on imported goods.


That transmission mechanism matters more today than when tariffs were first implemented. Corporate margins remain sensitive after a multi-year inflation cycle that raised input costs across labor, energy and materials. At the same time, global supply chains are structurally more complex following pandemic-era disruptions. The McKinsey Global Institute estimates that companies have invested heavily in supply chain resilience since 2020, including diversification strategies designed to reduce dependence on a single production geography.


Many manufacturers initially adopted what became known as a “China-plus-one” strategy, shifting incremental production capacity to countries such as Vietnam, Mexico and India. Increasingly, that approach is evolving into broader multi-country sourcing models as firms hedge against tariff volatility that is no longer confined to a single bilateral relationship. While diversification improves resilience, it often raises near-term production and logistics costs. The World Bank estimates that duplicating supply chains across multiple regions can increase operating costs by as much as 5-10% depending on the industry.


Policy uncertainty further complicates planning. While the Supreme Court ruling limits one legal pathway for tariffs, the executive branch retains several powerful trade tools. Section 301 tariffs addressing unfair trade practices remain in force, while Section 232 tariffs tied to national security concerns have been used extensively in sectors such as steel, aluminum, and strategic materials. According to the Brookings Institution, U.S. trade policy has increasingly blended traditional trade enforcement with industrial policy objectives in sectors including semiconductors, electric vehicles and advanced manufacturing.


For investors and operators, tariffs now influence strategy in three primary ways.


First, margin durability. Industries dependent on imported intermediate goods, including autos, machinery, construction materials and consumer electronics, face recurring input volatility. Even when tariffs fluctuate legally or politically, the probability of sustained trade frictions remains elevated. Companies must therefore build cost variability into pricing models and procurement strategies.


Second, capital allocation. Nearshoring and “friend-shoring” investments are accelerating as companies seek to locate production within politically aligned supply chains. Mexico has become a major beneficiary of this shift under the USMCA framework, with U.S. imports from Mexico reaching record levels in recent years. However, new tariff proposals targeting global imports have introduced uncertainty around whether nearshoring alone can fully mitigate trade risk. The result is a wave of capital expenditure aimed at creating optionality in manufacturing footprints.


Third, inflation sensitivity. Tariffs effectively increase import costs, and those increases often pass through to consumers. The Congressional Budget Office has estimated that tariffs implemented during the U.S.–China trade dispute reduced real household income by raising consumer prices across affected goods categories. In today’s higher-rate environment, incremental cost increases can influence corporate margins, consumer spending and ultimately asset valuations.


Importantly, global trade itself is not collapsing. The World Trade Organization continues to project long-term growth in merchandise trade volumes, although at a slower pace than the rapid globalization period of the early 2000s. Rather than reversing globalization entirely, the system is becoming more regionalized and politically structured. Supply chains are shifting toward redundancy, resilience and geopolitical alignment rather than pure cost optimization.


For businesses and investors, the practical implication is clear. Tariffs should no longer be treated as episodic policy shocks. They are increasingly embedded within the operating environment. Whether imposed through emergency powers, national security provisions or trade enforcement statutes, U.S. policy is signaling a sustained preference for strategic protection in key industries.


The legal mechanics of tariffs may continue to evolve, but the economic implications are becoming structural. Trade friction is no longer an occasional disruption. It is an input into long-term corporate strategy, capital allocation decisions and global supply chain design.

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PLAYBOOK

Bridging The Valuation Gap

Photo by Founders


Rising interest rates and tighter lending standards have materially changed how lower middle market acquisitions are financed. As traditional debt becomes more expensive and leverage multiples moderate, seller notes have reemerged as one of the most effective tools for structuring transactions. Once primarily associated with small business sales, seller financing is now a common feature in private equity and lower middle market deals, helping bridge valuation gaps and reduce reliance on high-cost capital.


A seller note allows a portion of the purchase price to be deferred and paid to the seller over time rather than entirely at closing. In effect, the seller becomes a lender to the buyer. While the structure is straightforward, its strategic value becomes most apparent when credit markets tighten. Senior lenders have grown more selective since interest rates began rising in 2022, and leverage multiples across many lower middle market transactions have declined from the peak levels seen in the low-rate environment. According to PitchBook and Lincoln International middle market reports, total leverage in many lower middle market deals has declined by roughly one to two turns of EBITDA compared to pre-2022 levels. As debt capacity shrinks, seller financing often becomes the capital that fills the gap.


For buyers, seller notes provide several advantages beyond simply reducing the upfront purchase price. Deferred consideration lowers the immediate equity requirement allowing sponsors or strategic acquirers to preserve capital for future acquisitions or operational investment. It also reduces the need to layer in expensive mezzanine or preferred equity capital which can carry double digit costs. According to McKinsey’s Global Private Markets Report, rising borrowing costs and tighter lending standards have pushed many private equity investors to explore alternative deal structures that reduce reliance on traditional leverage. In this environment seller financing has become one of the most practical tools for bridging capital gaps in transactions.


Seller participation also sends an important signal. When a seller agrees to retain financial exposure through a seller note it demonstrates confidence in the company’s continued performance under new ownership. Research published in Harvard Business Review on transaction signaling and deal structure highlights that when founders retain financial exposure after closing it can strengthen credibility and reduce perceived information asymmetry between buyer and seller. That alignment effect often improves trust during negotiations and can help transactions move forward when diligence uncertainty remains.


This signaling effect can be particularly powerful in competitive processes. Buyers may be able to submit a more attractive offer by structuring part of the purchase price as a seller note rather than increasing the headline valuation multiple. From a seller’s perspective this approach preserves pricing while improving transaction certainty. In environments where financing markets are volatile, deals that incorporate seller participation are often easier to complete. Data from Federal Reserve Economic Data shows that borrowing costs rose sharply after 2022 as policy rates increased, tightening credit availability and making alternative financing structures more relevant for middle market transactions.


For sellers the advantages extend beyond simply facilitating a transaction. Seller notes can preserve valuation when buyers resist higher upfront prices allowing the seller to effectively defer a portion of proceeds rather than concede on price. In some cases seller financing may even increase total consideration if the note carries an attractive interest rate or includes performance based upside. Interest rates on seller notes commonly range from 6 percent to 10 percent depending on credit quality and leverage with maturities typically between three and five years.


However seller notes are not risk free. They are usually subordinated to senior bank debt meaning repayment depends heavily on the company’s post close financial performance. If earnings decline, leverage proves too aggressive or operational execution falters, sellers may face delayed repayment or potential impairment. Because of this risk profile terms and structure matter. Clear subordination agreements defined amortization schedules and realistic leverage assumptions are critical components of a well structured seller note.


Despite these risks seller financing has become an increasingly common component of lower middle market transactions. According to transaction data compiled by GF Data which tracks privately negotiated middle market deals, seller notes frequently account for ~10-30% of total enterprise value in sponsor backed transactions. The share tends to increase during periods when credit markets tighten and decrease when leverage becomes more readily available.


In the current environment where borrowing costs remain meaningfully above pre 2022 levels, seller notes provide an efficient way to allocate risk between buyer and seller. Rather than forcing buyers to stretch leverage or accept expensive capital layers, seller financing allows both parties to share exposure to the company’s future performance. For buyers it preserves return potential. For sellers it offers a path to maintain valuation while supporting deal completion.


Importantly seller notes are unlikely to disappear even if interest rates eventually decline. Beyond their financing utility they serve as a powerful alignment mechanism. In many lower middle market transactions where relationships and reputation matter as much as financial engineering, shared risk can help build trust between buyer and seller. In uncertain markets that alignment often becomes the difference between a stalled negotiation and a closed transaction.

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SPOTLIGHT

The Economics of Pricing Power

Photo by Adobe Stock Images

Raising prices is one of the fastest ways to improve profitability, yet it remains one of the most uncomfortable decisions for many operators. Leaders often fear that any increase will immediately push customers toward competitors. In reality, pricing discipline is one of the clearest indicators of operational maturity. Companies that manage pricing strategically often strengthen customer relationships while improving margins.


The financial leverage embedded in pricing is significant. A widely cited analysis from McKinsey & Company finds that a 1% improvement in price can translate into an 8-10% increase in operating profit, assuming volumes remain stable. Few other operational levers carry this level of impact. For comparison, achieving the same profit improvement through cost reduction would often require far larger operational changes. Pricing power therefore becomes one of the most efficient ways to enhance profitability when executed carefully.


However, effective pricing is not simply about charging more. It requires aligning price with perceived value. Bain & Company research on pricing strategy shows that companies that differentiate clearly on outcomes, reliability or service quality experience substantially lower price sensitivity among customers. When buyers believe they are receiving a superior experience or more dependable results, modest price increases are far less likely to trigger churn.


Customer communication plays an equally important role. Studies discussed in Harvard Business Review highlight that customers respond far more positively to transparent price adjustments than to unexplained changes. Price increases framed around rising input costs, continued service investment or improvements in product quality are significantly more likely to be accepted. Companies that communicate proactively often preserve trust even while raising prices.


Segmentation is another core capability. Boston Consulting Group research emphasizes that different customer groups respond to pricing differently. Some prioritize reliability and responsiveness while others focus primarily on cost. Blanket price increases risk alienating sensitive segments unnecessarily. Instead, leading operators segment their customers and tailor pricing accordingly. High value customers may receive enhanced service offerings or bundled packages, while more price sensitive segments may be offered simplified service tiers or alternative options. This approach protects volume while allowing companies to expand average revenue per customer.


Timing also matters. Sudden price jumps often generate resistance even when the increase is economically justified. Gradual, predictable adjustments are far more effective. Research from the OECD on pricing behavior suggests that incremental price changes reduce customer friction and normalize higher price levels over time. Organizations that review pricing regularly and adjust in smaller increments tend to outperform those that rely on infrequent but dramatic increases.


Importantly, pricing discipline must be supported by measurement. Leading operators closely monitor churn, price realization, renewal rates and customer lifetime value following price adjustments. Many organizations also run controlled pricing tests across customer cohorts or geographies before implementing broader changes. These feedback loops transform pricing from a one time decision into a repeatable capability that improves over time.


The broader lesson is straightforward. Raising prices without losing customers is not about boldness alone. It is about precision. Operators who anchor pricing in value, communicate clearly, segment intelligently and implement adjustments gradually often find that customers remain loyal while margins improve.


In competitive markets where input costs, labor expenses and capital requirements continue to rise, pricing discipline becomes more than a defensive tactic. It becomes a strategic advantage. Companies that master this capability do not simply protect profitability. They reinforce brand strength, fund investment and create a more durable foundation for long term growth.

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ROUNDUP

This Week’s M&A Highlights

●Pest Pros Pest Solutions acquired Eagle Pest Control, a Sacramento,CA-based pest control provider


●Massey Services acquired PureGuard Pest Solutions, a Nashville, TN-based residential pest and mosquito control services company


●Golden Gate Capital-backed Virginia Green acquired DVH Turf Management, a Delaware-based lawn care company


●Talus Holdings-backed Riverview Landscapes acquired Unisource Commercial Landscape, a Hudson, MA-based commercial landscaping company


●Plexus Capital-backed Century Mechanical acquired Weston Trawick, a Northern Florida-based electrical services provider

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ABOUT US

WestGate Partners

WestGate Partners (WGP) is an independent sponsor focused on acquiring and growing lower middle market businesses in essential residential and commercial services. We bring institutional experience, tailored capital with hands-on partnership to help owners transition, grow and preserve their legacy. By partnering with strong operators, we build enduring businesses in economically-insulated industries.

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