On May 20, we brought together five voices from Spanish corporate finance in Madrid to analyze how M&A is changing in the mid-market: “Dealmakers: The New Rules of the Mid-Market”. The conversation brought together the perspectives of a private equity fund, investment banking, an independent advisor, a law firm, and a digital platform — five different angles on the same market.
Below are the six key takeaways we came away with. They aren't abstract trends: they're the dynamics already shaping how lower mid-market and mid-market deals in Spain close (or fall through) in 2026.
What really speeds up and slows down a deal
One of the most practical parts of the event was the discussion of real deal timelines. Far from the image of processes that close in weeks, the reality of the Spanish mid-market is more demanding:
In other words, buy-and-build strategies — where a fund adds successive acquisitions to a platform — move faster because the processes are standardized. Stand-alone deals, especially when the seller and buyer don't know the system, require more time for mutual learning.
And what slows down closing? The consensus was unanimous: data availability. Companies that don't provide information as quickly as the buyer needs can stall (or even kill) deals that were on track in terms of price.
The mid-market is more resilient than it looks
While large global deals suffer from geopolitical turbulence and macroeconomic uncertainty, the Spanish mid-market has proven to be much more resilient. The reason is structural: deals in this segment are driven by life events (retirement, succession, professionalization) and are mostly local.
For CaixaBank, this translates into a positive outlook for the segment: there are more and more active buyers looking for opportunities in the lower mid-market, which gives sellers the ability to choose their buyer — something unthinkable just a few years ago.
AI is already changing how deals are prepared and executed
If one topic came up again and again in the conversation, it was artificial intelligence. Not as talk about the future, but as an operational reality already affecting three different fronts of the M&A process:
1. Anticipating sector disruption. Funds are using AI to understand which sectors are going to be transformed and how to position their portfolio companies for that wave.
2. Preparing the seller. Business owners are increasingly arriving at processes knowing more: what types of transactions exist, which clauses are standard, and what they'll encounter in due diligence.
“AI is helping companies know what they're going to face, what types of transactions there are, and how they're structured,” noted José Manuel Castro.
3. A revolution in the legal sector. On the legal advisory side, AI is changing how documentation is prepared, contracts are reviewed, and risks are anticipated.
As Adriana Estévez emphasized, “AI in the legal sector really is proving revolutionary.”
The management team matters as much as the numbers
One of the most talked-about metaphors of the event was introduced by Jorge Antón when discussing how CAPZA evaluates management teams before investing:
The takeaway for business owners thinking about selling: professional buyers (funds, sophisticated strategic buyers) don't just buy accounts — they buy a team. A solid, aligned management team with execution capability weighs as much in the valuation as EBITDA. And the reverse is also true: two companies with identical figures can receive very different multiples depending on the confidence their management team inspires.
Deals close or fall through more because of preparation than price
This was probably the most practical advice of the event, and one with direct implications for any business owner considering a sale. It has to do with exactly when to bring in legal counsel: ideally, at the NDA stage and, above all, before signing the LOI.
The observation behind this recommendation is very revealing: in their experience, deals that fall through almost never do so because of price. They fall through because of a lack of alignment among the shareholders on how to structure the exit, what protections to offer the buyer, and how post-closing risks are allocated. And all of that is much easier to manage before an LOI is signed than after.
The backdrop: succession as a structural driver
A common thread running through the entire conversation, though not always explicitly, was generational succession. A very significant share of deals in the Spanish mid-market isn't driven by a strategic growth decision, but by a demographic reality: 16% of Spanish business owners will reach retirement age before 2030, many of them without a clear family successor.
This explains why the mid-market is the most dynamic segment: there's a natural, predictable flow of sellers entering the market. If you're in this situation and want to understand your options, we have a dedicated guide on how to sell a business when you retire.
Conclusion: the mid-market is in a sweet spot, but it demands preparation
From the perspective of the independent advisor with an international outlook, the event's message was one of moderate optimism. Spain remains an attractive destination for foreign capital, though with some caution regarding the coming months:
Adriana Estévez added a concrete data point from her firm: since February, the market has been picking up, regaining momentum after a more cautious first quarter due to geopolitical tensions.
Taken together, the takeaways we heard point to the same idea: Spanish mid-market M&A is at a very favorable moment for sellers, but with growing demands for a professionalized process. Arriving prepared — with a well-structured company, information readily available, a solid management team, and the right advice — increasingly makes the difference between a deal that closes at a fair price and one that falls by the wayside.
As José Manuel Castro made clear: the buyers are out there. The question is whether sellers will be ready when they call.
