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Corporate Finance

Private equity

Equity capital for growth, succession and buy-outs — selected on structure and conduct, not only on the headline offer.

Sponsors often end up at similar prices. The difference sits elsewhere: governance, management participation, reporting load and what happens after four to six years. That is what we test before anyone goes on the list.

Minority or majority is not a matter of taste. It follows from your capital need and from how much control you are willing to hand over. The influence and consent rights an investor obtains depend on the shareholding and the agreed governance provisions. A minority stake is often combined with a shareholders' agreement that may cover tag-along, drag-along or liquidation preferences; any effect on valuation must be assessed case by case.

We also look at how a house behaved in difficult years. Reference calls with managing directors from the existing portfolio say more about an investor than any presentation.

Makes sense when

  • EBITDA above roughly €3m with a defensible plan
  • Succession without a family solution is due
  • Growth or add-ons require equity
  • Management intends to stay on board

Key facts

Stake
20–100%
Holding period
Strategy-dependent
Process duration
5–8 months
Management equity
As agreed
Debt component
cash-flow dependent

Building blocks

The levers in the negotiation

Minority or majority

With a minority stake, operational management can remain with the existing shareholders; depending on the agreement, the investor gains consent rights, for example over investments, acquisitions and key hires. With a majority stake, more extensive influence rights generally pass to the investor. Whether this leads to valuation differences depends on the individual case, as does whether the investor actively funds add-ons.

  • ›Negotiate the list of reserved matters
  • ›Settle board composition
  • ›Limit veto rights to the material

Management participation

Rollover, sweet equity, four-year vesting, leaver provisions: these clauses decide what management actually earns. The gap between good leaver and bad leaver can be several times an annual salary — and tends to appear late in the process.

  • ›Sweet equity and rollover
  • ›Vesting and leaver definitions
  • ›Clear the tax treatment upfront

Management buy-out

When the existing team takes over, three things are needed: a fair valuation free of conflict, financing the team can carry, and a seller who can live with the handover. We facilitate that — and say early if the structure does not hold.

  • ›Independent valuation
  • ›Own funds and vendor loan
  • ›Define the transition clearly

Growth capital

Capital for expansion, product or internationalisation without anyone taking control. Use of proceeds is the crux: investors pay for growth, not for repaying shareholder loans.

  • ›Separate use of proceeds cleanly
  • ›Milestones instead of wishful planning
  • ›Plan the follow-on round

Process

From first conversation to closing

  1. Step 01

    Objectives

    What should the investor deliver — money, network, add-ons, succession? The profile follows from that, not the other way round.

  2. Step 02

    Valuation and materials

    Adjusted EBITDA, plan, equity story. Every adjustment documented so it survives due diligence.

  3. Step 03

    Investor selection

    A short list of houses with sector experience and the right fund size, references from the portfolio included.

  4. Step 04

    Indicative offers

    Offers compared on price, structure, funding certainty and intentions for the years after.

  5. Step 05

    Due diligence

    Data room, financial, legal, tax and often commercial. We run the process so the business keeps running.

  6. Step 06

    Negotiation and closing

    SPA, shareholders' agreement and management equity — the three documents where deals stall last.

From practice

What sellers regularly underestimate

The shareholders' agreement outweighs the price

Drag-along, liquidation preference, list of reserved matters: giving ground here to win a decimal on price is a mistake you only notice at exit. We negotiate both in parallel, never in sequence.

The process eats more time than planned

Expect one to two days a week for the MD and CFO over several months. Fail to plan for it and you either lose pace in the process or numbers in the business — the investor notices either immediately.

Questions

Common questions on private equity

All corporate finance services

Finding the right equity partner

We know the houses, their fund sizes and how they behave in difficult years — and only approach those that fit.

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