Senior Secured Notes in M&A: Case Study 2024–25

Senior secured notes dominated large-cap M&A financing in 2024-2025, with typical issuance sizes of $1B+ in major deals and global volume rising about 12% year over year to reach around $200B in 2025. In my experience, private credit funds and direct lenders stepped in as bank lending tightened, delivering speed and structure that private equity sponsors value in sponsor-led takeovers and leveraged buyouts. The market favored multi-tranche, flexible debt packages, often with maintenance covenants in Europe, and pricing tightened as deal flow rebounded.

In 2025, syndicated senior secured debt packages routinely eclipsed $1B for large-cap M&A, and a $500M senior secured facility was deployed in August 2025 for a major pharma transaction. BlackRock’s 2024-2025 activity shows how big-ticket structures operate, with a $12B senior debt component financing the HPS acquisition in 2024.

Citigroup‘s private credit partnership commitments, totaling around $25B across 2024-2025, illustrate how banks and private credit markets co-finance these large M&A financings. The sector mix remains weighted toward asset management, financial services, adn healthcare, where cross-border activity remains prominent.

Pricing Dynamics and Cross-Border Considerations in 2025

Pricing dynamics in 2025 reflect a market rebounding from tighter liquidity while preserving leverage discipline. Senior secured debt pricing tightened in H2 2025 as deal volumes increased, with many multi-tranche structures retaining flexibility to accommodate sponsor equity splits and regulatory considerations. In Europe, multi-tranche senior secured notes with maintenance covenants became common, allowing continued leverage while addressing covenants and lender oversight. The result is a financing toolkit that supports speed of execution: senior secured notes structure quickly relative to other debt solutions and can be tailored around sponsor preferences and target specifics.

A high-profile example of the ecosystem forming around senior secured notes is the September 2025 UK asset management sector deal, where private credit funds and investment banks provided the senior secured financing for the recommended offer. The case underscores the collaboration between private credit and investment banks to deliver a closing package that satisfies cross-border regulatory and governance considerations while preserving synthetic and actual cash-flow optimization for the target.

Case Study: Walgreens Boots Alliance and Sycamore Partners (Q1 2025)

Sycamore Partners announced a $10B acquisition of Walgreens Boots Alliance. The deal is understood to be financed with a senior secured debt package, reflecting the market preference for senior secured structures in large, sponsor-led transactions. Walgreens, a diversified health and beauty retailer with complex real estate and working capital needs, presented a financing profile where senior secured notes could be optimized for timing and covenants. A senior secured debt component allows the sponsor to lock in leverage with clear repayment expectations while balancing Walgreens’ cash flow generation and working capital requirements. The deal signals the market’s comfort with large, sponsor-backed takeovers backed by robust secured debt allocations, and it demonstrates how senior secured notes can align with the acquirer’s capital structure goals and the target’s operating profile.

Beyond the Walgreens deal, private credit and direct lending activity continued to shape the funding landscape. In August 2025, a pharma transaction saw a $500M senior secured facility, illustrating how direct lenders serve capacity in specialized sectors.

The cross-border activity includes notable actions like the Nova Sea-Mowi ASA deal, where a 400M NOK synergy projection sits behind a significant cross-border investment, reinforcing how senior secured debt underpins international M&A with sizable synergy targets. Practically, deal teams must model maintenance covenants and currency risk alongside standard leverage metrics to ensure debt headroom remains available for post-close integration.

Market Trends and Notable Figures

The numbers back the trend: global senior secured note issuance for M&A grew about 12% year over year in 2025, with total activity surpassing $200B. Notable deals and players across the year include the Walgreens-Sycamore transaction, BlackRock’s HPS engagement, and large European multi-tranche financings that exceeded $2B in several quarters. The market’s appetite for senior secured debt reflects a disciplined, speed-focused approach to financing: debt enables leverage, not overwhelm the operating platform, and positions sponsor exits with predictable debt service.

In practice, these structures influence deal economics: debt hierarchies, covenants, and maintenance tests drive the overall risk profile and the timing of value realization for sponsors and management.

Cross-Border Deals and Practical Guidance

In cross-border deals, maintenance covenants are more common, and lenders weigh currency and regulatory risk alongside typical LBO leverage metrics. For deal teams, the message is clear: senior secured notes remain the fast, flexible backbone of large-cap M&A finance, especially when bank lending tightens or private credit delivers more favorable execution timelines.

Author Perspective and Takeaways

Author perspective and takeaways: senior secured notes provide speed, certainty, and capital availability for large, sponsor-led M&A. The mix of private credit, direct lending, and bank participation has become a durable feature of the market, extending beyond traditional bank debt into multi-tranche constructs with strategic covenants. Moving forward, the focus will be on risk-adjusted pricing, covenants that balance discipline with growth, and cross-border structuring that preserves value across targets and platforms.

Practical Notes for Practitioners

• Expect $1B+ issuance sizes in large-cap deals; prepare for multi-tranche structures and maintenance covenants, especially in Europe.
• Build liquidity buffers and currency hedging plans for cross-border deals to avoid covenant stress during integration.
• Leverage private credit and direct lending as primary options when bank debt is constrained; align with sponsor’s equity plans to optimize timing.
• Monitor pricing trends in H2 2025, as spread compression continued even with rebound volumes.
• Use real data points in deal slides: Walgreens Boots Alliance at $10B, Nova Sea-Mowi synergy targets of $0.66B, and Greencore’s $1.55B acquisition financing in late 2025 as reference points for structure.

If you want more, keep digging into terms and case studies in the Matactic glossary and sign up for our free M&A course. For deeper dives, check White & Case’s asset/wealth management financing case study, Latham & Watkins’ Private Credit 2025 report, and McKinsey’s M&A Annual Report 2025 to see how this space evolves across markets. You’ll gain a clearer view of how senior secured notes fit into the standard toolbox for 2025-2026 dealmaking.