Private capital continues to shape the European M&A market. Sponsors remain active, but transactions are increasingly defined by pricing discipline, regulatory risk and more complex financing structures.
Clifford Chance’s European Market Practice in Private M&A 2026 survey analyses sponsor led and selected corporate transactions signed and/or completed in the last twelve months. It provides a practical view of how market participants are structuring deals, allocating risk and achieving certainty in competitive processes.
Drawing on our work advising private equity, infrastructure, private credit and other private capital investors, the survey reflects how capital is being raised, deployed and protected across asset classes and jurisdictions.
Key market takeaways
Bridging valuation gaps
A persistent gap between buyer and seller expectations remains. Rather than forcing convergence through leverage, transactions increasingly rely on seller rollovers, earn‑outs and deferred consideration to unlock deals.
Financing structures
Sponsors are using a broader range of financing solutions, including combinations of public and private debt, hybrid equity and debt structures and fund‑level leverage, to support execution.
Management equity
Individuals within management teams are increasingly looking to negotiate bespoke terms, particularly around leaver provisions, vesting metrics/timelines and allocation within the sweet pot.
