Noetica’s Q3’25 Capital Markets Radar Report summary

For transactional attorneys, this quarter marks a turning point in how deals are structured, negotiated, and closed. The Q3 2025 Capital Markets Radar Report, produced by Noetica, a Thomson Reuters partner, reveals a market that’s not just recovering — it’s recalibrating.

Third quarter saw a 200% plus surge in deal volume, driven not by loosened terms but by smarter, more strategic trade-offs. The market is embracing a new model where guardrails replace guesswork. Both issuers and creditors are securing their priorities without stalling deal flow.

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Guardrails that enable velocity 

The term “guardrails” is not just metaphorical. It’s measurable and reflected in how parties are structuring deals. Creditors are locking in protections such as unanimous consent for lien subordination, which now appears in 84% of transactions. Issuers are also gaining operational flexibility through aggressive EBITDA addbacks, with more than half of deals allowing addbacks above 20%.

This isn’t compromise, it’s strategic alignment. When both sides get what they need, like protection and flexibility, deals close more frequently and with greater confidence.

Control is reshaping capital markets 

With control emerging as a clear priority, the tone of the third quarter was unmistakably decisive. Attorneys face shorter timelines, more aggressive negotiations, and increased scrutiny around structural protections. Deal volume is up, but this quarter’s deal terms reflect a market that may be actively preparing for distress scenarios.

Key protections are surging:

• J. Crew blockers and anti-PetSmart clauses are at record highs, closing loopholes that once allowed companies to restructure around creditors.
• Sacred rights like pro rata sharing and lien subordination are both in approximately 80% of deals, giving creditors’ attorneys more leverage in syndicate negotiations.
• Erroneous payment clauses are near-universal, protecting agents and borrowers from costly operational mistakes.

From prevention to positioning

The most telling insight from the Q3 Radar? Creditors aren’t just blocking risky maneuvers — they’re positioning themselves to control outcomes if bankruptcy occurs. With trillions in pandemic-era debt maturing in 2028–2029, the market is thinking ahead.

This shift means transactional attorneys must advise not just on prevention, but on positioning. Clients need to be protected in every scenario, including the worst-case ones. That means understanding waterfall control, sacred rights, and the nuances of liability management terms.

Transactional attorney tips for navigating Q3 terms

To stay ahead, attorneys are adapting their approach:

• Start with benchmarking, not assumptions: Use real-time data to understand what’s market before drafting or negotiating.
• Flag restructuring risks early: With bankruptcy protections surging, advise clients on waterfall control and sacred rights before term sheets are finalized.
• Consider EBITDA flexibility: Guide clients on the level of addback provisions to offer or demand in the trade-off between economic flexibility and creditor protections.

Explore the latest deal trends

The Q3 2025 Capital Markets Radar Report is packed with benchmarking data, term prevalence charts, and advisor insights across hundreds of deals. Whether you’re advising on credit agreements, securities offerings, or M&A transactions, this report is your strategic edge.

Download the full report now and discover how Noetica’s AI-powered insights can elevate your practice.

Noetica's Q3'25 Capital Markets Radar

Navigate capital market dynamics with confidence.

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Read more quarterly insights from 2025:

• Q1’25 Capital markets trends and insights report from Noetica
• Q2’25 Capital Markets Radar report: A new gold standard in benchmarking