Real Madrid and Bayern Munich both won their final league phase matches but finished a point short of a direct place in the last 16 – leaving their managers worried by the possibility of facing Manchester City in the Champions League playoffs.

Real Madrid wrapped up their campaign with a 3-0 win over Brest, who drop into the unseeded playoff teams. Rodrygo gave Carlo Ancelotti’s side a 1-0 half-time lead and Jude Bellingham doubled the advantage shortly after Ludovic Ajorque’s goal was disallowed for the hosts.

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Rodrygo’s second goal, scored on the rebound 12 minutes from time, made the result certain but Real could only climb to 11th place and will face either City or Celtic in the playoffs. Their manager, Carlo Ancelotti, made no secret of which team the defending champions would prefer to land in Friday’s draw.

“We don’t like to play against City … [they] have more chances to win the Champions League,” Ancelotti said afterwards, adding: “It’s a draw and what comes, comes. To win the Champions League you have to win every game.” The Italian was left to rue a poor start to the league phase, with three losses in their first five games. “We should have woken up earlier in this competition. Now it’s like this,” Ancelotti said.

The Champions League's inaugural 'league phase' is now complete, with the top eight sides – Liverpool, Barcelona, Arsenal, Inter, Atlético, Leverkusen, Lille and Aston Villa – going straight to the last 16. The teams who finished between 9th and 24th have been matched in seeded and unseeded pairs, to be allocated into playoff ties in Friday's draw (11am GMT).

To give an example, Celtic (21st) and Manchester City (22nd) will face Real Madrid (11th) or Bayern Munich (12th), with the winners advancing to play either Atlético (seeded fifth) or Leverkusen (6th). So the draw could potentially put Celtic v Real Madrid on one side, and Manchester City v Bayern on the other.

The playoffs will take place on 11-12 and 18-19 February, before a further draw on 21 February decides who the playoff winners will face in the last 16. So, if Real Madrid and Bayern Munich advance, they will be drawn to play either Atlético or Leverkusen. Teams from the same country can be paired together at any point.

Playoff ties and last-16 opponents

(17) Monaco or (18) Brest v (15) PSG or (16) Benfica

- Winner will face (1) Liverpool or (2) Barcelona in last 16

(23) Sporting or (24) Brugge v (9) Atalanta or (10) Dortmund

- Winner will face (7) Lille or (8) Aston Villa in last 16

(21) Celtic or (22) Man City v (11) Real Madrid or (12) Bayern

- Winner will face (5) Atlético or (6) Leverkusen in last 16

(19) Feyenoord or (20) Juventus v (13) Milan or (14) PSV

- Winner will face (3) Arsenal or (4) Inter in last 16

(18) Brest or (17) Monaco v (16) Benfica or (15) PSG

- Winner will face (2) Barcelona or (1) Liverpool in last 16

(24) Brugge or Sporting (23) v (10) Dortmund or (9) Atalanta

- Winner will face (8) Aston Villa or (7) Lille in last 16

(22) Man City or (21) Celtic v (12) Bayern or (11) Real Madrid

- Winner will face (6) Leverkusen or (5) Atlético in last 16

(20) Juventus or (19) Feyenoord v (14) PSV or (13) Milan

- Winner will face (4) Inter or Arsenal (3) in last 16

Bayern Munich are City’s other potential opponents after they booked a seeded playoff spot with a 3-1 home win over eliminated Slovan Bratislava. Thomas Müller scored on eight minutes for the hosts before Harry Kane and Kingsley Coman added goals in the second half as Bayern finished 12th overall.

“We have to restore energy to be hot for those games,” said the Bayern manager, Vincent Kompany, as he looked ahead to a clash with his former club or Celtic. “[They will] enter these knockout matches with a good feeling and we need to have that as well,” Kompany added. “We have to switch to the mentality of looking forward to these games. You get to the stage where you expect big games.”

Atalanta earned a 2-2 draw at Barcelona but still missed out on an automatic place in the last 16 due to results elsewhere. Last season’s Europa League winners finished ninth in the league phase, and now face a playoff against either Sporting or Club Brugge.

Lamine Yamal gave Barcelona the lead two minutes into the second half, but Éderson levelled for Atalanta 20 minutes later with a stunning effort from the edge of the area. Ronald Araújo headed home from a corner to restore Barça’s lead soon after, before Mario Pasalic levelled again for the visitors with a fine nutmegged finish.

A goal for Atalanta in the dying moments would have seen them edge out Aston Villa, who beat Celtic 4-2 at home, for eighth place, but Barcelona held out to finish second in the table, two points behind Liverpool.

“We are Atalanta, we have to be happy to play in the Champions League, to compete with the best European teams,” said manager, Gian Piero Gasperini, afterwards. “For us it is all a great experience, hearing [fans] sing in these stadiums. Those who think otherwise [will be] frustrated.”

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Bayer Leverkusen earned a place in the last 16 with a 2-0 home win over eliminated Sparta Prague. Florian Wirtz opened the scoring for Xabi Alonso’s side in the 32nd minute, hitting a first-time shot past Sparta keeper Peter Vindahl from Jérémie Frimpong’s cross.

The German champions dominated the game and found some breathing room in the 64th minute, when Nathan Tella slammed home the rebound after Vindahl had saved Álejandro Grimaldo’s free kick. Leverkusen finish in sixth place, and will face either Manchester City, Celtic, Real Madrid or Bayern Munich in the last 16.

Lille are the only French side to finish in the top eight after they thrashed Feyenoord 6-1. An early goal from Osame Sahraoui was followed by second-half strikes from Jonathan David and Rémy Cabella, plus three own goals from the hapless visitors, who began the day with hopes of a top-eight place and ended up 19th.

Lautaro Martínez netted a hat-trick as Inter eased to a 3-0 home victory over 10-man Monaco to secure their last-16 place. The Argentina forward opened the scoring with a fourth-minute penalty, before Christian Mawissa Elebi was sent off eight minutes later. Martínez scored his second in the 16th minute, finishing smartly from Nicolò Barella’s through ball, before completing his treble in the second half.

Atlético Madrid also avoided the playoffs after a comfortable 4-1 away victory over eliminated Red Bull Salzburg. Giuliano Simeone scored first after five minutes, before setting up Antoine Griezmann for Atlético’s second. Griezmann made it three just before the break, slotting home from Samuel Lino’s pass, with Marcos Llorente adding the fourth just past the hour mark.

Borussia Dortmund had to settle for 10th place and a playoff spot as they won 3-1 at home to Shakhtar Donetsk, with Serhou Guirassy scoring twice in the first half. Defeat ended Shakhtar’s faint hopes of scraping a playoff place, while Dortmund will face either Sporting or Club Brugge next.

After the game, Dortmund’s managing director, Lars Ricken, confirmed that Niko Kovac will be the club’s new manager, replacing Nuri Sahin. “We have reached an agreement in principle with Niko Kovac, he will take over the team on Sunday,” Ricken told broadcaster Dazn. The former Croatia midfielder has previously managed Eintracht Frankfurt, Bayern Munich and Wolfsburg in the Bundesliga.

Milan fell from sixth to 13th with a 2-1 defeat at Dinamo Zagreb, who just missed out on the playoffs despite their victory. Martin Baturina put the hosts in front before Milan’s Yunus Musah was sent off late in the first half. Christian Pulisic grabbed an unlikely equaliser, but Marko Pjaca netted the winner on the hour.

Benfica climbed above Juventus and into the final seeded playoff spot with a 2-0 victory in Turin, thanks to goals in each half from Vangelis Pavlidis and Orkun Kokcu. Juve could potentially be drawn against Italian rivals Milan in the playoffs. Sporting avoided an early exit as teenage striker Conrad Harder scored a 77th-minute leveller at home to eliminated Bologna, pushing Dinamo Zagreb out of the top 24.

Stuttgart also missed out after slumping to a 4-0 home defeat against PSG. In the two games between teams that were already eliminated, Sturm Graz beat RB Leipzig, who finish with one win and seven defeats. Red Star Belgrade edged to 1-0 win in Bern over Young Boys, who finished pointless and bottom of the league.