Peter Massumi & Anthony Consoli on A&M’s “Conversations with Anthony” Podcast

Co-founders Peter Massumi and Anthony Consoli joined Alvarez & Marsal’s “Conversations with Anthony Caporrino” podcast, hosted by Anthony Caporrino, Managing Director and United States practice co-leader for A&M’s Transaction Advisory Group, to discuss the current state of private equity M&A, the practical realities of dealmaking in an unpredictable market and the dynamics sponsors are navigating heading into 2026. Their conversation touched on trends shaping the industry, the pressures facing investors and the types of judgment calls that matter most at the closing table. Below are key insights from their discussion. 

The full episode can be streamed on A&M’s YouTube channel.

Key Market Themes for 2025

• Deal activity this year has been unpredictable, with large buyouts generally slower while activity in the lower and middle market has remained consistently strong.
• Sponsors are increasingly targeting platforms that require less leverage and offer clearer paths for value creation.
• Rising competition for quality assets is pushing funds down-market and into new sectors, including service-heavy verticals, with fragmentation ripe for scalable buy-and-build strategies.
• Add-ons now represent the majority of buyout activity, reshaping expectations around deal execution speed and integration discipline. 

The Foundations of a Strong Buy-and-Build Strategy

• Successful buy-and-build strategies depend on a repeatable playbook established from day one.
• Some key elements include standardized governance terms, aligned rollover mechanics, early identification of potential dispute areas and consistent restrictive covenant approaches.
• A unified playbook reduces post-closing friction when executing multiple acquisitions in rapid succession.
• Tailoring the execution strategy to each platform’s industry and operational dynamics remains essential.

How Continuation Vehicles are Reshaping Sponsor Strategy

• CVs have matured into a mainstream solution for sponsors seeking additional runway on strong assets without a forced exit.
• The bar for execution is high now, with LPs, regulators and advisors expecting greater transparency and fairness.
• Sponsors benefit from processes that resemble a true market check, including independent validation around valuation, conflicts and governance.
• While more common in larger deals, CV usage is expected to expand across the middle market.

Navigating Valuation Challenges with Clear Structuring

• Earnouts, representation and warranty insurance and working capital frameworks remain key tools for aligning buyer and seller expectations.
• Clear and objective mechanics reduce the likelihood of post-closing conflicts and enhance long-term alignment.
• Bringing a dispute resolution perspective into drafting helps minimize the ambiguity and protects both commercial relationships and deal momentum.
• Advisors can add value by anticipating friction points and drawing from their experience and heading off disagreements before they occur.

Where AI Adds Value in Today’s Deal Process

• AI is beginning to reshape legal services by significantly accelerating diligence workflows, including scanning contracts, flagging change of control provisions and identifying key issues.
• For clients, this translates to faster execution, clearer timelines and more predictable budgets.
• Attorney oversight remains indispensable to ensure accuracy and maintain client-ready quality.
• The real edge will go to the firms that operationalize AI effectively without sacrificing judgment, experience or client trust.

Delivering a Smooth Closing Experience

• Occasional unexpected issues can arise at closing. The ability to remain calm, creative and solution-oriented under pressure is critical. 
• A smooth closing, where clients don’t feel a single glitch, despite complex behind-the-scenes work, is one of the strongest ways counsel can deliver value.
• Success at the closing table requires a combination of preparation, improvisation, responsiveness and clear communication under tight timelines.

What Sponsors May Expect in 2026

• With significant dry powder and more sponsor-backed companies expected to come to market in 2026, next year has the potential to be an active year for sponsors.
• Flexibility in structuring will be critical as sellers grow more discerning about timing and partnership fit.
• Creative approaches, including minority structures or phased-in control strategies, may help bridge valuation gaps in a volatile market.
• Private equity has proven highly resilient across cycles, and sponsors who remain agile and innovative are positioned to benefit.