When Freight Keeps Moving but Value Does Not: Restructuring and Special Situations M&A in Trucking, Logistics and Supply Chain

By 2024–2025, financial distress in trucking, logistics, and supply chain services is rarely caused by a collapse in freight demand. Freight continues to move, contracts continue to renew, and physical assets remain in operation across much of the sector. Yet an increasing number of carriers, brokerage platforms, and integrated logistics providers have entered special situations driven by rate compression, asset deflation, and balance sheets structured for peak-cycle economics rather than normalized conditions.

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The underlying mismatch is structural. Capacity expanded aggressively during the post-pandemic surge and was financed with leverage that assumed rate persistence, strong residual equipment values, and favorable refinancing windows. As spot rates normalized, driver wages and operating costs remained elevated, used equipment values declined sharply, and credit conditions tightened. For boards and creditors, restructuring has therefore shifted from a survival exercise to a transaction decision about whether the business can remain viable in its current form or should transition to an owner better positioned to absorb volatility and reset scale.

Underwriting in logistics-related special situations has become far more granular than in prior cycles. Distressed capital no longer begins with consolidated EBITDA or historical margin averages. Buyers and credit funds focus instead on how assets and networks behave under stress. Underwriting emphasizes the mix between contract and spot exposure and the cadence of rate resets, the age and maintenance burden of tractors and trailers relative to resale value, driver retention economics and reliance on owner-operators, network density versus empty-mile exposure, and working capital timing tied to fuel, tolls, and shipper payment terms. Scale is no longer assumed to dampen volatility. In many over-levered platforms, scale amplified losses as pricing softened and fixed costs became harder to absorb. As a result, distressed buyers increasingly approach these situations as control transactions designed to resize fleets, exit unprofitable lanes, or dismantle integrated platforms whose economics no longer clear.

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The core value logic in trucking and logistics restructurings is not predicated on rate recovery. It is based on capacity rationalization. Value is preserved by shrinking fleets to profitable lanes, exiting customer relationships that destroy contribution margin, resetting asset bases to reflect true replacement economics, and simplifying operating models that obscure cost accountability. The assumption that often proves fatal is cyclical mean reversion. Excess capacity can persist longer than balance sheets can tolerate, and waiting for rates to rebound frequently accelerates value erosion. In the current environment, value accrues to stakeholders willing to accept lower scale in exchange for capital survivability and earnings credibility.

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Execution failures in restructuring-led logistics transactions follow consistent patterns. Management teams delay fleet downsizing to preserve optionality, allowing cash burn to accelerate as rates remain soft. Asset liquidation values are overestimated, particularly as secondary equipment markets become saturated. Prolonged negotiations create uncertainty that drives driver attrition, impairing service reliability and weakening customer confidence. Restructuring processes drift when they lack a defined buyer or asset-sale endpoint, shrinking the pool of credible acquirers as time passes. In most failed cases, freight demand existed and customers remained accessible, but the capital structure could not endure the time required for normalization.

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Capital market conditions in 2024–2025 have further constrained outcomes. Asset-based lenders have reduced advance rates in response to falling equipment values, while private credit providers require faster paths to de-leveraging and clearer asset-sale visibility. Public equity markets remain effectively closed to sub-scale or margin-compressed carriers, limiting recapitalization options. As a result, new capital is increasingly structured as bridge financing explicitly tied to asset sales, leverage is underwritten to trough pricing rather than normalized cycles, and sponsor equity support weakens as capital is redeployed toward less volatile sectors. From a capital markets advisory perspective, restructurings that do not culminate in sale-ready fleets, carve-outs, or discrete asset packages tend to consume liquidity without restoring confidence.

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Transaction structures have evolved accordingly. Special situations M&A in trucking and logistics now favors decisive approaches that accelerate resolution. Asset-level sales of fleets, terminals, or specific lanes are common. Creditor-led takeovers are followed by rapid capacity reduction to stabilize cash flow. Integrated platforms are disaggregated, separating brokerage or asset-light activities from asset-heavy operations. Balance sheets are simplified through single-lien structures to restore financing optionality for remaining assets. These approaches intentionally sacrifice scale to preserve value, a trade most stakeholders accept once cash burn and refinancing risk become visible.

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Boards and sponsors frequently misjudge distress by focusing on utilization and throughput rather than unit economics under prevailing rates. Keeping trucks moving does not equate to preserving value if those miles fail to earn their cost of capital. Common errors include assuming spot rates will rebound within refinancing timelines, delaying asset sales to avoid signaling weakness, and treating restructuring as a temporary pause rather than a decisive control transition. Disciplined boards instead prioritize clarity around which assets earn returns today, which networks can be sustained with available capital, and which should be transferred to new owners before liquidity constraints dictate outcomes.

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In trucking, logistics, and supply chain services, restructuring is rarely a prelude to M&A. It is the mechanism through which M&A occurs. The transactions that preserve value are those that accept early that excess capacity must exit the system, leverage must reset to reflect current economics, and ownership must change before liquidity forces those decisions at distressed valuations. For boards and creditors navigating special situations in 2024–2025, the strategic question is not whether freight volumes will persist. It is whether the capital structure allows the business to endure the period required for rationalization, or whether value can only be preserved through a timely and deliberate transfer of control.