The 2026 M&A Outlook

Fifty voices. Dozens of sectors. One sweeping look at how investors, lenders and advisors are preparing for the year ahead. Here’s what’s keeping them up at night — and what’s giving them hope.

By Demitri Diakantonis
January 2, 2026

Mega Trends Impacting M&A Now and in the Future: The fifth and final installment of our 2026 M&A Outlook focuses on the mega-trends reshaping dealmaking across sectors. Dealmakers point to a set of slow-moving, but powerful shifts redefining how capital is deployed. From the rapid growth of family office capital and generational wealth transfers to a rising share of transactions happening outside the traditional sponsor-auction playbook, these mega-trends will shape the M&A market in 2026 and the years beyond.

James Cassel
Chairman
Cassel Salpeter & Co.
“Technology will continue to enhance our ability to source and execute transactions more efficiently. However, the key will be finding reliable, accurate information to apply and carefully vetting out misinformation.”

Brian Dudley
Partner, Growth Equity
Adams Street Partners
“We’re watching the evolution of corporate venture arms, which are becoming increasingly strategic and active participants in growth-stage financings. Together with a more active secondary market, these trends point to a more dynamic deal environment, with capital flowing through a broader set of channels than in prior cycles.”

Kenny Walker-Durrant
Partner
Technology and Life Sciences
Goodwin Procter
“The balance of power in biopharma M&A is shifting, with mid-caps between $3 and $40 billion continuing to play a braver game and challenging big pharma, driving deal volume and taking a bigger share of the market.”

Sean Epps
Managing Director
GenNx360 Capital Partners
“We see several forces reshaping dealmaking including price transparency pushing platform valuations higher, making disciplined buy-and-build strategies more valuable as a way to create growth and generate returns, while sustainability is increasingly embedded in valuations. Additionally global capital flows are shifting as sovereign wealth funds and public pension funds lean into the middle market.”

Hendrik Jordaan
Partner
Nelson Mullins Riley & Scarborough
“The most significant mega-trend is the rise of family office capital. Estimates suggest that global single-family offices oversee approximately $3+ trillion in assets today, and that figure is expected to scale meaningfully as the intergenerational wealth transfer of up to approximately $100 trillion unfolds over the coming decades. As this capital moves from Baby Boomer wealth creators to the next generation, we are seeing a shift toward more direct investing, more emphasis on values and thematic alignment and a greater willingness to pursue bespoke deal structures rather than conventional fund-driven auction processes. This is already reshaping competitive dynamics in the middle market.
Second, we are seeing a continued blurring of the line between strategic and financial buyers. Operating companies are building in-house investment arms, while private equity firms and family offices are increasingly co-investing and forming long-term partnerships. This drives more minority deals, continuation vehicles, structured equity and creative governance terms.”

Uk-Sun Kim
Head of Credit
Originations – Middle Market &
Sponsor Finance
TD Bank
“Data rights and privacy frameworks will influence valuations, with assets boasting clean data provenance and strong governance commanding higher premiums, while due diligence expands to include AI safety and model risk. Payments and embedded finance are likely to see consolidation, as the rationalization of BaaS and ISV (independent software vendors) ecosystems drives banks to acquire or form deeper, compliance-focused partnerships. Finally, climate risk and insurance capacity shifts, driven by catastrophe repricing in coastal and wildfire regions, will reshape the economics of real assets M&A.”

Louis Lehot
Partner
Foley & Lardner
“We need to see reforms in the securities laws to enable the proliferation of digital assets on a legal basis, and we need a fundamental reform of the capital markets to reinvigorate the public markets. This will require some increased regulation of the private markets.”

Michael Magruder
Managing Director and Co-lead of Supply Chain Software
Brown Gibbons Lang & Co.
“Elite capital allocators will capture additional market share driven by network effects, information advantages accelerated by AI and changes in underwriting criteria driven by an increasing array of available financial products. This will result in a number of funds across venture, growth equity, control capital and private lending struggling to differentiate and compete in transactions further accelerating the aggregation of top assets within a narrow cohort of investors.”

David Ng
Principal
Avante Capital Partners
“We will see heightened attention around risk mitigation. For example, business owners and operators will place greater emphasis and thought around diversifying suppliers and strengthening supply chain operations.”

Peter Witte
Director, Global Private Equity Lead Analyst
EY
“Thematically, many of us were brought up thinking that some measure of certainty was a precondition for the M&A markets to function. While that remains broadly true, both corporate acquirers and PE sponsors increasingly recognize that the greater risk lies in standing still. As 2026 progresses, firms are expected to pursue transactions despite some remaining macro uncertainty – deepening diligence, expanding scenario planning and structuring deals with enhanced risk-mitigation features. Ultimately, resilience and adaptability will define the next phase of M&A, with firms advancing despite volatility to capitalize on opportunities.”

Amanda Zablocki
Partner, Co-Leader of the National Healthcare Team
Sheppard Mullin
“The collision of environmental factors, economic uncertainty and rising costs of healthcare are intensifying the focus on the country’s public health infrastructure. Until there are effective solutions on the public health front, the private sector will continue to be expected to deliver its own solutions and shoulder the costs and other challenges of ensuring people have access to quality healthcare across the country. This impacts not only health plans, hospitals and other healthcare providers, but also large employers across the country, creating a ripple effect that travels well beyond traditional healthcare. This may drive increased dealmaking across the broader economy for years to come.”

Eric Zinterhofer
Founding Partner
Searchlight Capital
“Public-to-private activity is accelerating. Small-cap public companies face systematic disadvantages in capital access and investor attention, causing good management teams to pursue privatization. Structured investments are increasingly necessary to create win-wins for sellers and buyers. Structural elements such as preferred equity layers and contractual return protections allow buyers to generate good risk-adjusted returns while providing liquidity and leaving upside for existing equity holders.”

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Bankrupt Nicklaus Cos. golf business seeks to auction company assets

By Brian Bandell – Real Estate Editor, South Florida Business Journal
Dec 26, 2025

Palm Beach Gardens-based golf business Nicklaus Cos. could auction off its assets through U.S. Bankruptcy Court.

The company utilizes intellectual property purchased from legendary golfer Jack Nicklaus for its business, including Nicklaus Design, Golden Bear, and Golden Bear Publishing. While Nicklaus is not an investor in the company, he holds a significant judgment against the company.

Nicklaus Cos., GBI Services LLC and related affiliates filed Chapter 11 reorganization in Delaware on Nov. 21. They listed assets between $10 million and $50 million, and liabilities between $500 million and $1 billion. The debtor has yet to file a detailed summary of schedules with a breakdown of its assets.

The biggest claim was a $50 million jury award Jack Nicklaus won in October from a defamation lawsuit against Nicklaus Cos. The company said it plans to appeal the verdict.

On Dec. 18, Nicklaus Cos. and affiliates filed a motion to hold an auction for all of their assets and designate a stalking horse bidder for that auction. No stalking horse bidder – who would set the opening bid – has been identified yet. The company has been working with investment banker Cassel Salpeter & Co. since Nov. 15 to prepare a sale and marketing process for the business and it started outreach to potential buyers on Dec. 8, according to the motion.

In the proposed order, the bid deadline would be Feb. 2, 2026 and the auction would take place two days later.

A hearing on the motion for an auction is set for Jan. 8, 2026.

Wilmington, Delaware-based attorney Zachary I. Shapiro, who represents the debtor in the case, couldn’t be reached for comment.

Nicklaus filed a motion to dismiss the Chapter 11 case on Dec. 24, but that motion is under seal and the documents haven’t been published.

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Tariffs reshape trans-Pacific trade

By Edward Hardy
December 4, 2025

  • Trans-Pacific airfreight has been sharply impacted by US tariffs on Chinese goods and the removal of the US$800 de minimis exemption, causing e-commerce volumes to fall by around 50–60 percent and prompting a shift from air to bulk sea freight, longer supply chains, and redeployment of freighters to alternative routes.
  • The structural disruption extends across logistics, retail, manufacturing, and warehousing, with airlines adjusting capacity, fleet deployment, and route strategies while facing pricing pressures; major US airports have seen a 30 percent drop in freighter arrivals, highlighting operational and employment impacts.
  • Recovery and adaptation depend on monitoring e-commerce trends, trade policy, nearshoring, and supply-chain diversification, with airlines leveraging data analytics, route optimisation, and partnerships to streamline operations, manage costs, and maintain profitability amid ongoing tariff and regulatory uncertainty.

With tariffs still in flux and the full effects expected to ripple through 2025 and into 2026, the dynamics of cargo movement—particularly airfreight—have shifted sharply across the trans-Pacific trade corridor. US tariffs on Chinese goods, combined with regulatory changes such as the elimination of the US$800 de minimis exemption, have disrupted e-commerce logistics, reduced airfreight volumes, and sent reverberations through global supply chains.

These are not merely short-term disruptions but structural shifts that are altering sourcing strategies, delivery timelines, and the economics of moving goods.

“Everything is still in flux with the tariffs put in place, those outstanding, specifically China, and the effects to be felt through the balance of the year and into 2026 and beyond,” says Joey Smith, Director at Cassel Salpeter & Co. “My responses are based on the best info and data at my disposal, both proprietary and sourced from other industry experts I find credible.”

The double blow
The trans-Pacific air cargo market has been particularly hard hit, with volumes falling around 60 percent. Smith explains that the sharp decline is linked not only to the tariffs themselves but also to the removal of the US$800 de minimis exemption, which previously allowed small, low-value shipments to bypass tariffs and standard customs processes.

“This exemption facilitated the direct-to-consumer, duty-free e-commerce model,” Smith notes. “Platforms like Alibaba, Shein and Temu shipped a high volume of low-cost goods. With the exemption gone, these shipments are now subject to tariffs and full customs procedures, increasing costs and logistical hurdles.” In May 2025 alone, e-commerce bookings dropped by roughly 50 percent.

Airlines have responded by redeploying freighters on alternative routes, particularly within Southeast Asia, while Chinese e-commerce giants have shifted toward bulk sea freight to US warehouses. “The platforms are elongating their supply chains by weeks, moving away from individual air shipments,” Smith says. “Further reshaping of sourcing and logistics tactics will become more prevalent as the new tariff landscape continues to evolve and play out.”

This confluence of tariff and regulatory pressures has broader consequences. Reduced airfreight volumes raise costs, slow delivery times, and encourage companies to rethink their logistics strategies—changes that ripple down through retail, manufacturing, warehousing, and transportation sectors.

Wider impact
The International Air Transport Association (IATA) has cut its air cargo growth forecast from 5.8 percent to near zero, reflecting more than just tariffs. According to Smith, the revision also considers macroeconomic uncertainties such as geopolitical tensions, slowing economic growth, inflation, and declining consumer confidence. “These factors impact consumer spending and, by extension, the need for airfreight services, which were delivering record metrics in 2024,” he says.

Compounding the issue is the elimination of exemptions under the 1980 Civil Aircraft Agreement. “This termination allows countries to impose tariffs on civil aircraft, engines, flight simulators, and related parts and components,” Smith explains. “The increased costs affect the entire supply chain—from aluminium, steel, and titanium production to aircraft pricing and spare parts—impacting airlines and manufacturers worldwide.”

At major US airports, the effects are visible. Smith highlights a reported 30 percent drop in trans-Pacific freighter arrivals at the top 18 airports, particularly on the West Coast, including LAX, SFO, ORD, JFK, and LGA. “This is more than a numbers issue. Reduced activity can lead to operational consequences, job losses, or slower hiring in logistics, trucking, warehousing, and last-mile delivery sectors,” he warns.

Shifts and strategic adaptation
The decline in US air cargo volumes—down 25 percent year-on-year through May 2025—is striking compared to other major markets. North America saw the largest contraction, while Asia-Pacific, Europe, and Latin America recorded modest growth. The Asia-North America corridor, long a backbone of e-commerce shipments, has borne the brunt of the downturn.

“China’s void is being partially absorbed by other Asian markets and Europe/Middle East routes,” Smith says. “But the sudden drop in e-commerce shipments has forced cargo airlines to rethink their business models, from capacity adjustments and fleet redeployment to route diversification and capitalising on nearshoring trends.”

Chinese e-commerce platforms have increasingly turned to slower, cheaper sea freight, reshaping the economics of airfreight. Airlines are exploring partnerships, niche markets, and consolidated shipments to optimise cargo space and reduce unit costs. “Real-time tracking, route optimisation, and data analytics are being leveraged more heavily to streamline operations, minimise delays, and identify cost-saving opportunities,” Smith observes.

Financially, the shifts have complex implications. Passenger carriers with belly cargo can benefit, as cargo can account for 5 percent of total revenue yet contribute up to 30 percent of a route’s profitability. However, high-demand airfreight routes face intense competition and pricing pressures, underscoring the delicate balance between cargo and passenger operations.

Signals of recovery
Keeping a close eye on both market and policy developments, Smith advises focusing on e-commerce growth, shifts in consumer habits, industrial production, PMIs, fuel price fluctuations, geopolitical tensions, and nearshoring trends. Policy factors include trade agreements, customs regulations, Open Sky agreements, and sustainability initiatives such as sustainable aviation fuels (SAF).

In the near term, the combination of tariffs, regulatory changes, and shifting logistics strategies is likely to continue shaping the trans-Pacific trade corridor.

“Monitoring these developments helps assess whether the air cargo market is moving toward recovery or facing further disruption,” Smith concluded. “The location of manufacturing hubs, diversification of supply chains, and regional trade flows will significantly influence airfreight routes and pricing strategies.”

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Golf Services Business Founded by Jack Nicklaus Files Bankruptcy After $50 Million Defamation Verdict in His Favor

Florida-based company seeks protection from creditors, saying it has only $750,000 in cash against total debts of roughly $550 million
By Becky Yerak
Nov. 24, 2025 6:02 pm ET

Nicklaus Cos., a golf-course designer and marketer of Jack Nicklaus products, has filed for bankruptcy after being hit with a $50 million defamation verdict in favor of the legendary golfer and company founder.

The Palm Beach Gardens, Fla.-based company lost a defamation lawsuit to Nicklaus last month stemming from allegedly false statements about how Nicklaus wanted to accept a leadership role with LIV Golf, the Saudi-backed league. Nicklaus Cos. also owes nearly $500 million to financial lenders, according to papers filed in the U.S. Bankruptcy Court in Wilmington, Del.

Nicklaus Cos., founded in 2007 when Nicklaus sold a large stake in his design, equipment manufacturing and licensing businesses, is expected to explore a sale of its business or a reorganization in chapter 11.

While the company disagrees with the jury award, it wasn’t able to post a bond while it appealed, Chief Executive Philip Cotton said in a document filed Sunday. Nicklaus Cos. has cash on hand of $750,000.

Aside from the damages awarded to its founder, the company has had trouble paying its debts, Cotton said in the filing, which include the $145 million secured convertible loan that financed the acquisition of a substantial stake in Nicklaus’s intellectual property and other assets by real-estate developer and banker Howard Milstein, also a former Nicklaus Cos. chairman.

In 2017, Nicklaus terminated his employment agreement with the company but continued on an at-will basis. He also continued to serve on the board and to help the company get new design and endorsement contracts. But in 2022, he left the board and told the company he wouldn’t accept new design or endorsement projects, according to Cotton’s statement.

Years of litigation ensued between Nicklaus and Milstein, Cotton said in the sworn declaration. Nicklaus alleged that the company’s statements “tended to subject Mr. Nicklaus to hatred, distrust, ridicule, contempt and disgrace, and injure him in his profession,” according to his defamation complaint. Nicklaus, 85, who won a record 18 major tournaments as a pro golfer, also alleged that the company wrongly said that he had dementia.

The company has arranged $17 million in financing from Milstein-affiliated FundNick to help it get through bankruptcy.

Nicklaus Cos. or its predecessors have designed or renovated more than 440 courses worldwide, with more than 65 additional courses under way, the court filing said. Last year, the company’s sales totaled $17.6 million.

Nicklaus Cos. is represented in its bankruptcy by law firms Richards Layton & Finger and Weil Gotshal & Manges, financial adviser Alvarez & Marsal, and investment banker Cassel Salpeter.

The bankruptcies of Nicklaus Cos. and affiliates, including GBI Services, have been consolidated under number 25-12089 and assigned to Judge Craig Goldblatt.

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Planta has emerged from bankruptcy

With the restructuring, eight locations will continue operating, from 18 in May

By Alicia Kelso
September 11, 2025

Planta, a plant-based restaurant concept founded in Toronto, Canada, has emerged from Chapter 11 bankruptcy through a strategic asset sale to New CHG US Holdings.

Planta and 17 affiliates filed for bankruptcy protection in May. With this restructuring, eight locations across North America will continue operating. The remaining locations have closed.

Cassel Salpeter & Co., an independent investment banking firm that provides advisory services to middle market and emerging growth companies, facilitated to sale of assets of CHG US Holdings LLC, parent company of restaurant chain Planta, to New CHG US Holdings, which is a newly formed entity affiliated with Anchorage Capital Group, one of its former creditors. According to court documents, the group acquired the chain for about $7.8 million, mostly in converted debt.

Operating under a portfolio of multiple concepts, including Planta Global, Planta Queen, and Planta Cocina, the concept features vegan cuisine and robust bar programs.

Planta is led by founder and chief executive officer Steven Salm and co-founder and executive chef David Lee. They opened the first location with the goal of expanding “the accessibility and acceptability of plant-based dining,” according to the company’s website.

The company said it strives to operate in a paperless and reduced-waste environment, eliminating paper checks, printed materials, and single-use water bottles, for instance. The menu is focused on seasonal and local produce and varies by location. Some examples include Pad Thai Slaw, Chinese Chick’N Salad, and Japanese Steak.
In its petition from May, Planta listed $50,000 to $100,000 in assets and $10 million to $50 million in liabilities. It cited the pandemic and increased costs for its struggles.

Plant-based and vegan-centric concepts have experienced significant challenges in recent months. Neat Burger recently closed all but two of its locations, following a broader trend of such concepts’ closures, for instance. Kevin Hart’s vegan quick-service chain Hart House also closed all four of its locations in late 2024 after a two-year run. New York City’s landmark restaurant Eleven Madison Park recently began serving meat again after going meatless in 2021.

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The end of de minimis exemption hits air freight industry

By Henry Epp
September 18, 2025

FedEx reports quarterly results later on Thursday, and analysts expect that profits will take a hit, thanks to the end of what’s known as the “de minimis loophole.”

Packages valued under $800 were not subject to import taxes, but the Trump administration took away that exemption earlier this year.

That’s cut off a valuable line of business for FedEx and other companies that had been shipping lots of small packages by plane.

The pandemic was really good to the air freight industry. Consumers stuck at home were doing more online shopping, which fueled the rise of e-commerce companies in China, like Shein and Temu.

Their whole thing was using that de minimis loophole to ship small amounts of cheap goods from China to the U.S. by plane.

“You didn’t have to ship, you know, a container load or a pallet or what have you,” said Joseph Smith with the investment bank Cassel Salpeter.

Instead of putting that pallet on a container ship — which takes weeks (and recall the pandemic-era backlog) — these companies would put a bunch of small packages on a FedEx or UPS plane from China, and “within a couple of days, make it from the distributor or the factory to the consumer,” Smith said.

The air cargo industry loved this, per Derek Lossing, who runs the consulting firm Cirrus Global Advisors.
“They were filling, at times, dozens of 747 charters per day with e-commerce coming out of China,” he said. But the party didn’t last.

In May, the Trump administration ended the de minimis exemption on packages from China and Hong Kong, making them subject to import taxes. Then, it did the same thing for parcels from the rest of the world last month — while also, of course, putting new tariffs on most imports.

“Tariffs are really bad for air freight demand, and the de minimis especially has been borderline catastrophic,” said Ryan Petersen, the CEO of the logistics company FlexPort.

Air freight companies have tried to pivot by flying goods to other parts of the globe. “Capacity has grown quite significantly on China to Europe trade lanes,” Petersen added.

But, he said, that’s not enough to make up for the lost business. “It’s taking a hit on earnings. People in the air freight industry are making a lot less money this year.”

Ultimately, big cargo companies will probably be fine, because the boom in international e-commerce sent by plane is a pretty new phenomenon, according to Samuel Engel, an aviation consultant at ICF.

“It’s not the core of their business,” he said. “It’s not historically been the core of their business, and truthfully, they’re facing bigger issues in the global restructuring of the directions of trade.”

It’s smaller logistics firms that are really taking the punch, said Brandon Fried, head of the Airforwarders Association.

“A few forwarders actually set up facilities to quickly handle these shipments,” he said. “It was like the express lane for small imports.”

Now, he said, those facilities are just sunk cost, unless the Trump administration’s policy changes again.

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Popular Restaurant Chain Closes Majority Of Locations After Bankruptcy

By Jason Hall
September 15, 2025

A popular vegan restaurant chain will close the majority of its locations after surviving Chapter 11 bankruptcy.

Planta, which opened in 2016 and focuses on 100% plant-based dining, will shrink from 18 total locations to eight after a judge signed off on its bankruptcy plan. The company filed for bankruptcy in May and was reported to be facing between $10 million and $50 million in liabilities with almost no assets at the time.

Cassel Salpeter & Co., an independent investment banking firm, facilitated the sale of assets to Planta’s parent company, CHG US Holdings LLC, to New CHC US Holdings, a newly formed company launched in affiliation with Anchorage Capital Group, which was previously one of its creditors, according to Nation’s Restaurant News via The Street. The reported sale was estimated to be for about $7.8 million, most of which converted debt, according to court filings.

Planta still faces a difficult battle as plant-based meat restaurants have struggled to find consistent success in the U.S. market. Several other vegan and plant-based restaurants, including Plum Bistro, Paradox Cafe, Fair Weather, Sage Regenerative Kitchen & Brewery, Veggie Grill and Neat Burger, either closed all locations or faced significant downsizing in 2025.

“Despite hopes that burgers, sausages and chicken made from soy, peas and beans would curb Americans’ love of eating butchered animals – thereby reducing the rampant deforestation, water pollution and planet-heating emissions involved in raising livestock – these alternatives languish at just 1% of the total meat market in the US,” the Guardian reported.

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Tariffs Crush Air Cargo – China-US Volumes Down 60%

By Joey Smith, Director of Aviation Services at Cassel Salpeter
September 10, 2025

On April 2nd 2025, “Liberation Day”, President Trump introduced new sweeping tariffs via Executive Order on America’s global trading partners, upending the international commercial order with a snap of his fingers. This protectionist shift marks a stark departure from the globalist and free trade principles that elevated the United States during the latter half of the 20th century to become the world’s largest economy and its wealthiest nation, despite growing trade deficits and a ballooning national debt. Recent economic pressures such as inflationary risk, shrinking growth forecasts, and declining consumer confidence persist; which has led many to reconsider planned investments and spending.For more in depth analysis, check out Cassel Salpeter’s Aviation Report- available for free download.

These new duties have put significant pressure on the U.S. economy and its thriving aviation industry. The timing proves particularly challenging for the U.S. aviation industry, which was reaching for new heights in 2025, with revenues projected to exceed $1 trillion for the first time. The air cargo sector faces major headwinds within this evolving tariff environment. The elimination of the longstanding $800 de minimis exception for imported goods, combined with increased tariffs, is expected to send air cargo volumes plummeting for low-value e-commerce shipments: a major component of China-U.S. airfreight traffic. Cargo airlines must navigate an increasingly complex landscape of disrupted trade flows as manufacturers and retailers reconfigure supply chains in response to new levies. This will reshape network planning, capacity deployment, and aircraft acquisition strategies among other challenges.

New trade policies introduced by the United States have ushered in a challenging period for the aviation industry, particularly the air cargo and freight sector. The industry was set to build on a record 2024 performance with strong prospects for 2025 and beyond. It would be unfortunate and counterproductive to destabilize this important industry and its complex ecosystem, and we are hopeful that new international trade agreements can be reached with common sense exemptions and reduced levies. Until tariff uncertainties are resolved, it remains difficult to forecast the future of the industry and supply chains. We are cautiously optimistic that the industry will be able to adapt with new routes and strategies to weather the storm, executing a smooth landing after tariff turbulence.

Joey Smith has more than 25 years of experience in the capital markets and securities industry in South Florida.

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U.S. ends $800 de minimis exemption, imposing duties on all low-value imports, effective August 29

Between 2015-2024, the volume of de minimis shipments into the U.S. rose from 134 million shipments to more than 1.36 billion shipments

By Jeff Berman
August 29, 2025

Effective today, August 29, the de minimis exemption, which allows shipments under $800 sent to the United States to not be subject to tariffs, officially will be removed. That was the edict delivered in a White House executive order in late July.

As previously reported by LM, the White House said that this action, which initially focused on U.S.-bound shipments originating from China and Hong Kong, is being taken to closed what it called a catastrophic loophole used to evade tariffs and funnel deadly synthetic opioids and other unsafe or below-market products that harm American workers and businesses into the U.S.  

And it added that effective August 29, “imported goods sent through means other than the international postal network that are valued at or under $800 and that would otherwise qualify for the de minimis exemption will be subject to all applicable duties.”

What’s more, it explained that between 2015-2024, the volume of de minimis shipments into the U.S. rose from 134 million shipments to more than 1.36 billion shipments, with U.S. Customs and Border Protection processing more than 4 million de minimis shipments into the U.S. on a daily basis. And it added that volume from de minimis shipments that are also from countries that historically have not abused the de minimis exemption has seen significant increases, at 309 million in fiscal year 2025, through June 30, whereas they came in at 115 million in fiscal year 2024—which the White House said resulted in significant lost revenue for the U.S.

This executive order followed a May 2 action by the White House in which it suspended the de minimis treatment for low-value packages from China and Hong Kong that it said represent most de minimis shipments entering the U.S., which was expected—and subsequently has—had a major impact on online retailers like Shein and Temu, which rely on sending goods directly to U.S. shoppers without paying tariffs. 

In an April 8 executive order, the White House stated that the initially-announced tariff of 30% of an item’s value or $25 per item, whichever is more, would be increased to 90% and $75 or more, effective on or after 12:01 A.M. ET on May 2. And it added that fee per postal item containing goods will be increased from an initially-announced $50 to $150, effective, was set to take effect on or after 12:01 A.M. ET on June 1.

Under the Biden administration, the White House in 2024 said it was taking steps towards changing the rules around imports claiming the $800 de minimis exemption.

Noting that the majority of shipments claiming the import exemption originate from several China-founded e-commerce platforms (like Shein and Temu, among others) the White House proposed changes in which the de minimis exemption might not be allowed for products to which Section 201, 301, and 232 duties might otherwise apply.

What’s more, in the weeks leading up to the removal of the de minimis exemption, various reports indicated that more than 25 countries have suspended outbound postal services to the U.S., due to uncertainties regarding the removal of the de minimis exemption. A China Daily report pointed to confusion and insufficient clarity about implementing the new rules.

In its executive order, the White House stated that with the de minimis exemption no longer applying as of 12:01 AM ET on August 29, commercial low-value shipments, regardless of origin, value, or entry method, will be subject to applicable duties and required to go through formal customs entry.

For non-postal shipments moving through an integrator like UPS, FedEx, or DHL, they now will go through Customs via the Automated Commercial Environment (ACE) and also may require entry filings and bonds. And for shipments moving through international postal services, a duty will be placed on packages based on the tariff rate of the shipment’s country of origin, with a flat fee of $80, $160, or $200 per package contingent on the country’s IEEPA tariff rate.

In an interview, John Haber, Chief Strategy Officer at Transportation Insight, noted that a key driver for the removal of the de minimis exemption was that the White House likely felt as if people were circumventing the effect of it and pushing through low-cost and cheap labor goods into the U.S., essentially flooding the market.
“This should not be too surprising, as it has been sort of telegraphed that this was going to happen,” Haber told LM, adding that when the executive order was issued, it was somewhat surprising to see that the removal of the exemption was going to apply to all nations shipping into the U.S.

Craig Reed, SVP of Global Trade at Toronto-based Avalara, said that the decision by the White to eliminate the longstanding $800 de minimis exemption marks a transformative shift in U.S. trade policy, ending the expedited, duty-free entry of low‑value goods that has been in place since March 2016—adding that with its removal, micro-importers are now subject to formal custom processes, meaning e-commerce platforms and small importers will now need to apply the proper rate of duty for goods shipped to the U.S., regardless of value. 

“For businesses, the implications are substantial: tariff impacts, additional handling fees, and more complex customs entry protocols that negatively affect operational agility,” said Reed. “Consumers can expect to see as a result elevated costs and extended delivery timelines for goods purchased from e-commerce merchants. This shift will ripple through supply chains, and the competitive landscape may tilt toward sellers who can absorb or effectively communicate these new burdens. To navigate this new landscape and stay competitive, agility and automation will be crucial. Because these businesses are now responsible for assigning the correct HTS (tariff) code to their products and ensuring compliance with entry requirements, it can be challenging to keep up with the different rules and processes that vary by product, country, and other factors.”

From an air cargo perspective, data from aviation specialist investment bankers Cassel Salpeter observed that air cargo volume between China and the U.S. have fallen 60% since reciprocal tariffs went into effect—which it said has forced a reshaping of global trade routes. It also noted that tariffs are impacting e-commerce bookings, as evidenced by a roughly 50% decline in May.

“The elimination of the $800 de minimis exception for imported goods, combined with increased tariffs, is expected to send air cargo volumes plummeting for low-value e-commerce shipments: a major component of China-U.S. airfreight traffic,” the firm said. “With de minimis exemptions unlikely to return, Chinese e-commerce leaders like Alibaba, Shein, and Temu now send products into the U.S. via bulk sea freight shipments to U.S.-based warehouses and distribution centers, abandoning their use of individual air shipments for direct-to-consumer fulfilment that previously drove cargo aviation growth. There is new reallocation of aircraft from the China-U.S. market to European and other regional routes as cargo airlines reconsider fleet deployment strategies and network planning in response to tariff-induced trade flow changes.”

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Rubicon Technology, Inc. to acquire Janel Group LLC

Source: Rubicon Technology, Inc.
August 20, 2025

BENSENVILLE, Ill. and NEW YORK, Aug. 20, 2025 (GLOBE NEWSWIRE) — Rubicon Technology, Inc. (OTCQB:RBCN) (“Rubicon”) and Janel Corporation (OTCQX:JANL) (“Janel Corp”) today announced that they have entered into a definitive merger agreement, pursuant to which Rubicon will acquire Janel Group LLC (“Janel Group”) with Janel Group becoming a wholly owned subsidiary of Rubicon and Janel Corp receiving shares of Rubicon common stock.

Janel Group, based in Garden City, New York, and originally founded in 1974, is a wholly owned subsidiary of Janel Corp. Janel Group had revenues of approximately $181.3 million and operating income of approximately $8.7 million for the 12-month period ended June 30, 2025. The company is a non-asset based, full-service provider of cargo transportation logistics management services. Its management team will remain in place as part of Rubicon.

The transaction allows Rubicon to acquire a profitable business and better access to capital. Janel Corp shareholders will benefit from its ownership of Rubicon.

The transaction, which was approved by the Rubicon board, including its independent directors, is subject to approval by the majority of Rubicon’s disinterested stockholders.

Additional Transaction Details
Janel Corp will sell all of the issued and outstanding equity of Janel Group to Rubicon in exchange for 7,000,000 shares of Rubicon common stock, at a value of $4.75 per share. Rubicon will assume approximately $23 million of Janel Group indebtedness and net working capital liabilities and gain access to a total of $35 million in borrowing capacity as part of a revolving credit facility under Janel Corp’s existing credit line.

Prior to this transaction, Janel Corp owned 1,108,000 shares of Rubicon common stock, representing approximately 46.6 percent of all outstanding Rubicon common stock. Following this transaction, Janel Corp will own approximately 86.5 percent of Rubicon’s common stock. Janel Corp and Rubicon will maintain the existing governance, nomination and voting agreement requiring review and approval by Rubicon’s independent directors of related party transactions between Rubicon and Janel Corp, and any of its affiliates, until such time that Janel Corp and/or its affiliates acquire more than 90 percent of Rubicon’s outstanding stock.

In order to protect Rubicon’s ability to utilize its net operating loss carryforwards, Rubicon had previously adopted a stockholder rights plan to limit the ability of any group or person to acquire 5% or more of Rubicon’s common stock (subject to certain exceptions, including acquisitions approved by its board) by any group or person. The board of Rubicon has determined that the transaction will not impair the Rubicon’s net loss carryforwards.

Rubicon shares will continue to be traded on the OTC market.

Janel Corp Tender Offer of Rubicon Common Stock
Contingent upon a successful Rubicon stockholder vote and consummation of the transaction, Janel Corp expects to make a tender offer for an additional 400,000 shares of Rubicon stock at $4.75 per share in cash upon which Janel Corp would own approximately 90.7% of Rubicon’s common stock outstanding.

The tender offer described in this announcement has not yet commenced. This announcement is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell Rubicon’s common stock. If Rubicon stockholders approve the transaction, Janel will distribute an Offer to Purchase relating to the tender offer following the consummation of the transaction, and any Rubicon stockholder who would like to participate in the tender offer should review the terms of the tender offer set forth in such Offer to Purchase when it becomes available.

About Rubicon Technology, Inc.
Rubicon Technology, Inc., through its wholly owned subsidiary Rubicon Technology Worldwide LLC, is an advanced materials provider specializing in monocrystalline sapphire products for optical systems and specialty electronic devices. Rubicon has expertise in sapphire products with superior quality and precision.

About Janel Group LLC
Janel Group LLC is a non-asset based, full-service provider of cargo transportation logistics management services, including freight forwarding via air, ocean and land-based carriers; customs brokerage services; warehousing and distribution services; trucking and other value-added logistics services. The company operates in the United States with over 25 locations and serves customers globally through its networks of international partners.

Forward-looking Statements
This press release contains certain statements that are, or may deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and that reflect management’s current expectations with respect to the closing of Rubicon’s acquisition of Janel Group, the benefits of the transaction for Rubicon, the continuation of agreements between Rubicon and Janel Corp following the closing of the acquisition, the tax impact of the transaction and Janel Corp’s plans to commence a tender offer following approval of the transaction by Rubicon stockholders. These forward – looking statements may generally be identified using the words “may,” “will,” “intends,” “plans,” “projects,” “believes,” “should,” “expects,” “predicts,” “anticipates,” “estimates,” and similar expressions or the negative of these terms or other comparable terminology. These statements are necessarily estimates reflecting management’s best judgment based upon current information and involve several risks, uncertainties and assumptions. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made, and readers are advised that various factors could affect our financial performance, including, but not limited to, those set forth in Janel Corp’s Securities and Exchange Commission (“SEC”) filings, which could cause Janel Corp’s actual results for future periods to differ materially from those anticipated or projected in its SEC filings. While it is impossible to identify all such factors, such factors include, but are not limited to, we may fail to realize the expected benefits or strategic objectives of this transaction, or that we spend resources exploring acquisitions that are not consummated; risks associated with litigation and indemnification claims and other unforeseen claims and liabilities that may arise from an acquisition; changes in tax rates, laws or regulations and our acquired companies and subsidiaries’ ability to utilize anticipated tax benefits; the impact of rising interest rates on our investments, business and operations; conflicts of interest with the minority shareholders of our business; we may not have sufficient working capital to continue operations; we may lose customers who are not obligated to long-term contracts to transact with us; instability in the financial markets; changes or developments in U.S. laws or policies (including the imposition of tariffs and any resulting counter-tariffs as well as reductions in federal government funding); competition from companies with greater financial resources and from companies that operate in areas in which we plan to expand; impacts from climate change, including the increased focus by third-parties on sustainability issues and our ability to comply therewith; competition from parties who sell their businesses to us and from professionals who cease working for us; the level of our insurance coverage, including related to product and other liability risks; each of our compliance with applicable privacy, security and data laws; risks related to the diverse platforms and geographies which host each of our management information and financial reporting systems; the Logistic business’ dependence on the availability of cargo space from third parties; the impact of claims arising from transportation of freight by the carriers with which the Logistic business contracts, including an increase in premium costs; higher carrier prices may result in decreased adjusted gross profit; risks related to the classification of owner-operators in the transportation industry; recessions and other economic developments that reduce freight volumes; other events affecting the volume of international trade and international operations; risks arising from each of our ability to comply with governmental permit and licensing requirements or statutory and regulatory requirements; the impact of seasonal trends and other factors beyond our control on the Logistics business; and risks related to ownership of each of our common stock, including share price volatility, the lack of a guaranteed continued public trading market for each of our common stock, and costs related to maintaining Janel Corp’s status as a public company; terrorist attacks and other acts of violence or war and, in the case of Janel Corp, such other factors that may be identified from time to time in its SEC filings. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those projected. You should not place undue reliance on any of our forward-looking statements which speak only as of the date they are made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

For more information contact:

Rubicon Technology, Inc.

Telephone: (847) 295-7000

Email: info@rubicontechnology.com

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