Public-to-private transactions

By Patrick Heinemann, Raphael Maccagnan, Britta Mittler and Christoph Burckhart

Considerable value potential is being wasted in many new take-private companies due to a failure to enact sustainable value creation measures. Roland Berger's support and tools ensure buyers – especially private equity firms – continue to generate maximum value throughout the post-transaction period. Contact us today to arrange a workshop to discuss your options.

Private equity firms are increasingly buying up listed companies. But once the transaction is complete, too many fail to prioritize value creation, compromising the new company's growth. Roland Berger offers a solution.

Taking public companies private has always been a strong strategic option for investors seeking growth, profits, or market leadership. But in the past few years, activity has accelerated significantly, especially in Europe. The number of take-private transactions in Europe jumped by almost 50% between 2020 and 2021, hitting a record 54 with a volume of USD 52 billion (EUR 45.6 billion). The figure has remained roughly stable since then.

The reasons for the uptick? The combination of market pressures, strategic considerations, and increasing interest from private equity (PE) provided the impetus. Success, meanwhile, helped drive the trend – indicative figures show that companies recently taken private by PE firms achieved around twice the revenue and EBITDA growth of comparable listed peers. With market valuations currently depressed and PE firms holding significant cash reserves, the uptick is only likely to continue.

The truth is, however, that most take-privates could do even better. Put simply, they fail to realize the huge untapped potential for post-deal value creation. While managing short-term shareholder expectations, company leaders overlook long-term value creation measures such as strategic planning, reducing costs, or pre-empting market disruption. It can prove a costly mistake.

The purpose of this article is to ensure take-privates optimize value creation and fulfill the untapped potential. Aimed at both PE buyers and companies considering delisting, it first assesses the advantages and disadvantages of staying public and going private, looks at the drivers behind the current trend for public-to-private (P2P) deals, and defines key success factors for transactions. Drawing on our particular value-add expertise in the post-deal part of the delisting process, it then outlines Roland Berger's value creation approach and tools. These cover the entire holding period and include strategies to stress-test the operating model, streamline the cash-flow profile, and establish transparent reporting.

The result is a clear set of answers for PE firms and public company leaders on the key P2P questions: what should we do to maximize post-deal value, when, and how?

Public vs. private: The pros and cons of public and private ownership

First, it is worth looking at the differences between public and private companies, and the advantages and disadvantages of both.

Public companies have traditionally enjoyed several benefits. The ability to easily buy and sell their shares makes them attractive to investors seeking liquidity, and access to capital markets is generally more straightforward. Listed status also brings a certain prestige, enhancing a company's reputation among suppliers, customers, and potential employees.

However, these benefits come at a cost. Public companies face extensive regulatory, administrative, and reporting requirements, which can consume a significant portion of management's time and resources. Moreover, the constant pressure to meet quarterly earnings expectations often shifts the focus from long-term strategic objectives to short-term financial performance.

In contrast, private companies are not subject to the same level of scrutiny. Freed from the demands of public markets, they can focus more intently on long-term goals and pursue strategies that may take years to bear fruit. Additionally, private companies benefit from reduced administrative and compliance costs, as they are not required to meet the same stringent reporting standards as their public counterparts. However, private ownership also has its drawbacks, including reduced liquidity for investors, less public visibility, and fewer options for share-based employee incentives.

The rise of P2P: Transaction numbers are more or less stable in Europe

In the past few years, there has been more or less a sidewards move with some ups and downs in the number of public companies in Europe deciding to delist and sell to a private buyer. Expanding on the figures given below, we see that the number of public-to-private deals each year since 2021 has leveled off at around 50, according to PitchBook data. Total deal volumes, however, have been far more volatile, with the amount of capital invested per year ranging between around USD 30 billion and USD 80 billion (EUR 26-70 billion).

The UK has led European public-to-private activity. In 2025, it accounted for a 45% share of transactions, for example, equivalent to a global share of 13%.

Transaction drivers: The factors behind the rise in P2P deals

So, what's behind the shift in the corporate ownership landscape? There are several reasons why delisting and going private is an interesting strategic tool:

Private equity appetite and "dry powder"

Europe's PE market is buoyant. European PE firms completed 6,009 buyouts worth approximately EUR 504 billion in 2025, and 6,644 buyouts worth EUR 508 billion in 2024. The UK, France, and Germany dominated activity, jointly accounting for 46% of European PE transactions through Q3 2025. The outlook is also bright: three quarters of European PE professionals expect PE-related M&A activity to increase in 2026 compared with 2025, while only 10% expect a decline, according to a Roland Berger survey.

Supporting this buoyant market is a record level of uninvested capital – dry powder – at PE firms. In 2025, the total amount of dry powder in the European market was almost USD 430 billion (EUR 377 billion), according to PitchBook data. This is a significant increase on previous years, and as a result, players are actively seeking investment opportunities. Public-to-private deals are a good fit as they offer a way to deploy large amounts of capital in single transactions.

Desire for strategic flexibility

Public companies face pressure to deliver short-term results, often at the expense of long-term strategy. Going private allows management to focus on long-term value creation without the scrutiny of quarterly earnings reports.

Regulatory and administrative burden

Public companies must comply with extensive reporting, governance, and compliance requirements. For example, the European Union's Corporate Sustainability Reporting Directive (CSRD) requires extensive ESG disclosures, while its MiFID II regulation demands greater financial transparency and reporting. Tightening data privacy legislation and corporate governance reforms add to the burden.

The cost and complexity of these obligations make private ownership more appealing, especially for mid-sized firms.

Access to cheaper debt financing

Historically low interest rates (even though they have risen recently) have made leveraged buyouts more feasible. PE firms can finance acquisitions with significant debt, enhancing potential returns.

Industry consolidation and synergy opportunities

Certain sectors, for example, consumer, industrials, and technology, are experiencing consolidation. Public-to-private deals can facilitate mergers, roll-ups, and vertical integration, unlocking operational synergies.

Activist investor pressure

Companies with underperforming share prices are vulnerable to activist investors pushing for strategic changes or sales. Management may prefer a private structure to avoid hostile takeovers or activist campaigns.

Reduced liquidity premium

The traditional liquidity premium for public companies has narrowed, reducing the relative advantage of being listed.

Stay public or go private? Key questions for companies considering delisting

Public-to-private transactions can be very powerful tools to enhance the value of a company in a long-term, sustainable way, as they give more freedom to operate and reduce the cost base significantly.

However, the decision to transition from public to private ownership is complex and highly situational. For companies whose share prices are persistently undervalued or whose strategic investments are being delayed by market pressures, going private can offer the flexibility needed to pursue long-term objectives.

But the process often involves taking on significant debt, which can increase financial risk, especially in volatile markets. Additionally, there may be potential misalignments between new owners, such as private equity firms, and existing management teams regarding the company's strategic direction.

In the figure below, we outline the core questions leaders of public companies must ask themselves when considering going private.

Key success factors: How to ensure long-term, sustainable value creation

If company leaders decide to delist, diligent preparation and thorough assessment by the buyer are prerequisites to avoid common pitfalls and ensure value creation is optimized. Our experience shows that the following success factors are particularly important in value generation:

Resolve the valuation gap: The single biggest deal killer. PE buyers want to get a discount on intrinsic value, whereas public shareholders demand a premium to market price, usually of around 25-40%. This gap must be bridged upfront to prevent the deal collapsing.

Secure management buy-in: Full management and key stakeholder backing must be established before any formal process begins, including clear alignment on the strategic rationale and future exit options (e.g., re-IPO, trade sale). Without this, neither financing nor shareholder approval can realistically be achieved.

Ensure financing feasibility: Given the capital-intensive and highly leveraged nature of P2P transactions, the deal only works if debt markets are supportive and interest rate risk remains manageable throughout the holding period.

Define a clear value creation roadmap: Going private only delivers sustainable value if management can articulate and execute a concrete long-term strategy freed from short-term shareholder expectations from Day 1 post-delisting.

Navigate the regulatory and process path: Delisting rules, FDI screening, squeeze-out thresholds, and works council requirements must be fully mapped and confirmed as manageable before committing to a transaction.

Our approach to P2P deals: How we help clients create value

Roland Berger is a leader in advising PE firms on P2P deals, especially during the post-deal phase. In the past five years, we have helped dozens of PE clients maximize the new company's potential using our tried-and-tested value creation approach. Covering five main objectives, it combines PE-minded rigor with genuine, hands-on boardroom experience to ensure frictionless scaling up and fulfillment of all key success factors

To implement the approach, we have developed a modular, operations-focused value creation plan that drives growth across every phase of the holding period (see figure below). It is supported at all stages by our proprietary tools and assets, such as the RB One Functional Analyzer, an AI-based tool that helps identify performance-enhancing opportunities.

Our value-add offer: Contact us today for tailored advice and support

It's clear from our analysis that going private can unlock strategic flexibility, reduce administrative burdens, and generate growth. But the process also introduces new challenges and risks. A failure to put in place value creation measures is high among these.

This is where Roland Berger really adds value. From short, tailored workshops that go through the specific value-generating options for your deal to hands-on implementation support, our post-deal support ensures your company captures maximum value from Day 1 of your P2P deal. In short, we offer practical measures with impact.

For more information about our value creation approach, or to arrange an initial workshop, please contact one of our experts. We look forward to working with you.

This document is for general information and discussion purposes only and does not constitute investment advice, a recommendation, an offer, or a solicitation. The information reflects circumstances as of the date of publication and may change without notice. No representation or warranty is made as to its accuracy or completeness. Transaction, valuation, and return outcomes depend on the specific circumstances and risks involved and cannot be assured or guaranteed.

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