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Discover the trends, transaction structures and market dynamics shaping the next chapter of Australian private M&A
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12 ago. 2026
Insight
Australia
Against a backdrop of geopolitical uncertainty, regulatory change and economic volatility, Australian private M&A proved remarkably resilient in 2025. The return of the billion-dollar deal, sustained private capital deployment and an increased focus on deal certainty defined the market.
Drawing on deep transactional experience, this report offers a view of the trends, opportunities and challenges shaping Australian private M&A right now and the period ahead.
The Report covers:
- The return of the billion-dollar deal
- Private capital and sponsor strategies
- Deal certainty and regulatory approvals
- Transaction structures and pricing mechanisms
- Seller liability and market practice
- The outlook for Australian private M&A
Activity was stronger than the conditions would have suggested. Sellers who invested early in exit readiness were best placed to move quickly when opportunities emerged, particularly at the top end of the market. Opportunistic sellers are positioning to make the most of any window of opportunity that may emerge."
Kam Jamshidi, Partner
 | The rising tide of billion-dollar plus dealsLarge-scale transactions returned in force during 2025, driving a significant increase in transaction value and signalling renewed confidence among investors, sponsors and strategics. With lots of assets presently in market, we expect the tide to continue to rise. |
 | Bilateral dealmaking continues to dominateBilateral negotiations remained the preferred transaction pathway, reflecting sellers' focus on certainty, speed and targeted buyer engagement. Relationship-driven dealmaking and a bias to deal certainty continue to be defining characteristics of the Australian market. |
 | Private capital remains a powerful forceFinancial sponsors continued to be significantly more active as buyers than sellers, highlighting the depth of available capital and the ongoing challenge of achieving liquidity for mature assets. Deployment appetite is healthy, but disciplined. |
 | Deal certainty remains criticalMaterial adverse change provisions, regulatory approvals and transaction conditionality continued to be heavily negotiated. Buyers and sellers alike remained focused on execution certainty in an increasingly sophisticated market. Sellers tightened up in 2025 on giving a MAC and the threshold it kicks in at. |
 | Consideration structures adapt to reflect the uncertain timesLocked-box mechanisms, deferred consideration, earn-outs and rollover equity gained further traction as transaction parties sought increasingly sophisticated ways to bridge valuation gaps and allocate risk. |
 | New liquidity pathways gain momentumContinuation vehicles, minority investments and other alternative liquidity solutions are becoming increasingly important as sponsors seek greater flexibility in managing mature assets and delivering liquidity outcomes. |
Bid tactics have evolved. On the whole bidders showed more restraint early in a side process. The buyers who succeeded in 2025 were willing to move decisively, invest earlier in diligence and deliver certainty when sellers needed it most."
Adam Charles, Partner
 | The pursuit for liquidity will drive innovationContinuation vehicles, minority sell-downs and other liquidity solutions are expected to play an increasingly important role as sponsors seek greater flexibility in managing mature portfolio assets. |
 | The mid-market is poised for growthStrong capital availability, a growing pipeline of assets and increasing sponsor interest are expected to make the mid-market one of the most active segments of Australian dealmaking. |
 | Corporate carve-outs remain firmly in focusAs businesses continue to optimise portfolios and sharpen strategic priorities, carve-outs and non-core divestments are expected to remain a significant source of deal flow. |
 | Operational value creation takes centre stageAs holding periods lengthen, investors are increasingly focused on operational improvement, strategic acquisitions and disciplined execution as key drivers of returns. |
Key contacts
Kam Jamshidi
Partner, Sydney
Adam Charles
Partner, Melbourne
Raji Azzam
Partner, Melbourne
Li-Lian Yeo
Partner, Sydney
Andrew Clyne
Partner, Melbourne
Matthew FitzGerald
Managing Partner, Corporate, Asia and Australia, Brisbane
Baden Furphy
Partner, Melbourne
Tom Hoare
Partner, Sydney
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© Herbert Smith Freehills Kramer 2026
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