<?xml version="1.0" encoding="UTF-8"?><rss xmlns:dc="http://purl.org/dc/elements/1.1/" xmlns:content="http://purl.org/rss/1.0/modules/content/" xmlns:atom="http://www.w3.org/2005/Atom" version="2.0" xmlns:itunes="http://www.itunes.com/dtds/podcast-1.0.dtd" xmlns:googleplay="http://www.google.com/schemas/play-podcasts/1.0"><channel><title><![CDATA[Buyout Diary]]></title><description><![CDATA[Stories and strategies from the world of small business buyouts, HoldCos, and long-term ownership.]]></description><link>https://www.buyoutdiary.com</link><image><url>https://substackcdn.com/image/fetch/$s_!jff4!,w_256,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Ffddcc9e1-1ac0-4a11-879b-c9fe325e221a_500x500.png</url><title>Buyout Diary</title><link>https://www.buyoutdiary.com</link></image><generator>Substack</generator><lastBuildDate>Tue, 19 May 2026 11:11:05 GMT</lastBuildDate><atom:link href="https://www.buyoutdiary.com/feed" rel="self" type="application/rss+xml"/><copyright><![CDATA[Alexander Kelm]]></copyright><language><![CDATA[en]]></language><webMaster><![CDATA[buyoutdiary@substack.com]]></webMaster><itunes:owner><itunes:email><![CDATA[buyoutdiary@substack.com]]></itunes:email><itunes:name><![CDATA[Alexander Kelm]]></itunes:name></itunes:owner><itunes:author><![CDATA[Alexander Kelm]]></itunes:author><googleplay:owner><![CDATA[buyoutdiary@substack.com]]></googleplay:owner><googleplay:email><![CDATA[buyoutdiary@substack.com]]></googleplay:email><googleplay:author><![CDATA[Alexander Kelm]]></googleplay:author><itunes:block><![CDATA[Yes]]></itunes:block><item><title><![CDATA[Why even Bernard Arnault could not turn Tiffany around fast enough]]></title><description><![CDATA[Two record years. Then market share losses to Cartier. The honest version of the $15.8 billion integration.]]></description><link>https://www.buyoutdiary.com/p/why-even-bernard-arnault-could-not</link><guid isPermaLink="false">https://www.buyoutdiary.com/p/why-even-bernard-arnault-could-not</guid><dc:creator><![CDATA[Alexander Kelm]]></dc:creator><pubDate>Mon, 04 May 2026 06:30:00 GMT</pubDate><enclosure url="https://substack-post-media.s3.amazonaws.com/public/images/abe63c2f-eba1-446c-bfbf-0517d3da572e_5392x3813.jpeg" length="0" type="image/jpeg"/><content:encoded><![CDATA[<p>Hello, and welcome back to <em>Buyout Diary</em>.</p><p>This is the final issue in the Luxury Lessons series. If you have followed along across Parts 1, 2, and 3, you already know how <a href="https://www.buyoutdiary.com/p/what-a-43-billion-deal-teaches-a">&#8203;Arnault acquired BVLGARI&#8203;</a>, <a href="https://www.buyoutdiary.com/p/how-arnault-integrated-bvlgari-without">&#8203;how he integrated it&#8203;</a>, and <a href="https://www.buyoutdiary.com/p/lvmh-tried-to-kill-the-tiffany-deal">&#8203;how he closed Tiffany at $425 million&#8203;</a> below the original price after the COVID-driven legal standoff. Each issue is in the archive if you want the full context.</p><p>This issue is about what Arnault did with Tiffany once it was his.</p><p>The first two years were extraordinary. Record revenues, record profits, the highest-performing single-brand store in all of LVMH after the Fifth Avenue flagship reopened. Then the picture became more complicated. By 2023, Tiffany was losing market share to Cartier. By 2024, revenue had begun to decline in certain quarters. Arnault himself acknowledged that the integration would take time.</p><p>This is the honest version of the <strong>Tiffany integration</strong>. The triumphs and the limits, the playbook applied at scale and the moments where it has not yet produced what was promised.</p><div class="subscription-widget-wrap-editor" data-attrs="{&quot;url&quot;:&quot;https://www.buyoutdiary.com/subscribe?&quot;,&quot;text&quot;:&quot;Subscribe&quot;,&quot;language&quot;:&quot;en&quot;}" data-component-name="SubscribeWidgetToDOM"><div class="subscription-widget show-subscribe"><div class="preamble"><p class="cta-caption">Thanks for reading Buyout Diary! Subscribe for free to receive new posts and support my work.</p></div><form class="subscription-widget-subscribe"><input type="email" class="email-input" name="email" placeholder="Type your email&#8230;" tabindex="-1"><input type="submit" class="button primary" value="Subscribe"><div class="fake-input-wrapper"><div class="fake-input"></div><div class="fake-button"></div></div></form></div></div><h2>1. The Post-Acquisition Test</h2><p>The deal closed on Thursday 7 January 2021.</p><p>By the end of the same day, three of LVMH&#8217;s most senior executives had been placed across every strategic function of the acquired business. Before the new owner had even had a chance to read his own welcome email.</p><p>CEO Alessandro Bogliolo was out. In his place: <a href="https://www.retaildive.com/news/lvmh-shakes-up-tiffany-ranks-as-the-ink-dries-on-158b-deal/593020/">&#8203;Anthony Ledru&#8203;</a>, who had spent years as Executive Vice President of Global Commercial Activities at Louis Vuitton, and who had previously served as Senior Vice President of North America at Tiffany itself. He was the rare candidate who understood the brand from the inside and the LVMH operational model from the outside. Same day, Chief Artistic Director Reed Krakoff and Chief Brand Officer Daniella Vitale departed.</p><p>Arriving alongside Ledru: Alexandre Arnault, Bernard&#8217;s son and former CEO of Rimowa, appointed Executive Vice President of Products and Communications. And Michael Burke, Chairman and CEO of Louis Vuitton, appointed Chairman of Tiffany&#8217;s board.</p><p>This was not a panic move. It was a planned move. The leadership decisions had been made long before the deal closed, sitting in a folder somewhere in LVMH&#8217;s Paris headquarters waiting for the day they could be executed.</p><p>The signal to Tiffany&#8217;s organisation was unmistakable. <em>This was not a financial acquisition.</em> <strong>It was a strategic absorption. </strong>The brand was being repositioned within the LVMH portfolio, and the people who would lead that repositioning were already chosen.</p><p><strong>The ETA parallel:</strong> What Arnault demonstrated on day one is that the leadership decisions that follow an acquisition should be made before the deal closes, not after. Most first-time buyers leave the post-acquisition leadership question for after closing because they want to <em>&#8220;get to know the team first.&#8221;</em> That sounds reasonable but it produces months of drift while the acquired business waits to see what is going to happen. The buyer who has already worked out who is staying, who is going, and who will fill the gaps walks into the first week with a plan. The buyer who has not signals indecision at exactly the moment the team is most receptive to direction. Decide before you sign.</p><h2>2. Governance Reset</h2><p>The most immediate question any post-acquisition leadership team faces is what to do with the existing CEO. Replace or retain. The decision determines the speed and character of everything that follows.</p><p>Arnault&#8217;s calculation in this case ran on three considerations.</p><p><em>The first was Bogliolo&#8217;s profile.</em> He had been CEO since 2017, brought in from Diesel by Tiffany&#8217;s previous board specifically to drive a turnaround that the board judged was not progressing fast enough. He was already a transitional figure rather than a continuity figure when LVMH arrived. He was a capable executive with luxury experience, but he was not a builder of Tiffany&#8217;s heritage. He had no deep institutional memory of the brand, no decades-long supplier or customer relationships that depended on him personally, no irreplaceable role in the brand&#8217;s identity. The transition risk of removing him was modest.</p><p><em>The second consideration was the strategic gap. </em>Tiffany&#8217;s challenges, as we covered in Part 3, were not heritage problems. They were positioning problems. Product range was anchored in accessible silver. Customer base was ageing. Online and Asia were underdeveloped. These were transformation challenges, not stewardship challenges. They required a leader with the energy and authority to drive significant change rather than a leader whose value was in continuity.</p><p><em>The third consideration was the candidate available.</em> Anthony Ledru was an unusual fit. He had been at Louis Vuitton long enough to be fluent in the LVMH operational model. He had been at Tiffany earlier in his career, which gave him genuine credibility with the existing organisation rather than the resented status of a complete outsider. He understood luxury jewellery distribution, having run the commercial side of Louis Vuitton globally. And he was at the right point in his career to take the Tiffany seat as the defining role of his professional life.</p><p>The decision to replace was the right one for Tiffany specifically. It would have been the wrong decision for a different acquired business with different conditions. <strong>The lesson is not that fast leadership change works. The lesson is that the answer depends on what kind of value is at risk.</strong></p><p>The appointment of Alexandre Arnault as Executive Vice President of Products and Communications carried a separate signal. Bernard&#8217;s son arriving at Tiffany was not just an organisational decision. It was a generational one. The Tiffany integration was being treated as a long-term project that would outlast the current generation of LVMH leadership. That signal mattered to investors, to the LVMH organisation, and to Tiffany&#8217;s senior team. The brand was being treated as something the family intended to hold for decades.</p><p><strong>The ETA parallel:</strong> The replace-or-retain decision rests on three questions every acquirer can ask of the businesses they look at.</p><ul><li><p><em>What kind of value is this leader actually creating, continuity or transformation?</em></p></li><li><p><em>What will the institutional cost be of removing them, and is there a credible replacement available?</em></p></li><li><p><em>And what message does the decision send to the rest of the team that will live with the consequences?</em></p></li></ul><p>At SME scale the same logic applies. A founder running a service business who personally holds the supplier relationships and customer trust is a continuity figure who needs to be retained or transitioned carefully. A managing director hired four years ago to drive a turnaround that has stalled is a transitional figure already, and replacing them carries less risk than first-time buyers usually fear.</p><h2>3. Brand Repositioning</h2><p>Pre-acquisition Tiffany was a brand caught between affection and irrelevance. Customers respected it. They did not desire it. The blue box was iconic. Audrey Hepburn was iconic. The accessible silver bracelets were a coming-of-age gift. And none of that was producing the growth a $15.8 billion acquisition required.</p><p>The repositioning that followed in 2021 and 2022 was the most aggressive brand intervention LVMH had ever undertaken on an acquired business.</p><p>The signature move was the <a href="https://www.jckonline.com/editorial-article/lvmh-turned-tiffany-around/">&#8203;About Love campaign&#8203;</a> launched in August 2021. Beyonc&#233; wearing the Tiffany Yellow Diamond, only the fourth time in 144 years it had been worn publicly. Jay-Z alongside her. The campaign drew controversy, attention, and a fundamental shift in how the brand was perceived. Tiffany was no longer a heritage jeweller selling silver to bridesmaids. It was a brand that could put the Tiffany Yellow Diamond on Beyonc&#233;.</p><p>The campaigns that followed extended the repositioning, and each one was chosen with strategic precision rather than as a generic celebrity activation. Pharrell signalled to the streetwear-luxury crossover that has driven so much of the category&#8217;s growth. Ros&#233; from Blackpink signalled to the Asian market where Tiffany&#8217;s growth had been underweighted for years. Anya Taylor-Joy and Tracee Ellis Ross signalled to the cinema-cultural class. Eileen Gu signalled to the Chinese consumer specifically. Sarah Jessica Parker brought the multi-generational legitimacy of Sex and the City. Each ambassador was a targeted demographic move, not a publicity moment. The cumulative effect was to give Tiffany a presence in cultural conversations it had been excluded from for a decade.</p><p>Product strategy moved in parallel. The Lock collection, launched in 2021, became an immediate bestseller and signalled the new product direction: higher price points, statement pieces, less reliance on entry-level silver. A men&#8217;s jewellery line was introduced. High jewellery, the most profitable category in the industry, received significantly more investment.</p><p>The most visible commitment was physical. The Fifth Avenue flagship, Tiffany&#8217;s most important retail asset, was closed for the entire 2021 calendar year for a renovation that ultimately cost more than $500 million. When it <a href="https://nationaljeweler.com/articles/11647-tiffany-co-shines-for-lvmh-in-2022">&#8203;reopened in April 2023 as The Landmark&#8203;</a>, it was no longer simply a flagship store. It was an experience, a destination, a statement that LVMH was prepared to invest at a scale Tiffany had never previously commanded. Within months of reopening, it became the highest-performing single-brand store in the entire LVMH portfolio.</p><p>Heritage was not abandoned in any of this. It was selectively activated. The Vision and Virtuosity exhibition at Saatchi Gallery in London in summer 2022 deployed the brand&#8217;s full historical archive in a museum-quality presentation. The message was that Tiffany had a heritage worth taking seriously, and that LVMH was the steward equipped to honour it while also dragging the brand into the present.</p><p><em>This was brand repositioning at the absolute upper limit of what is possible for an acquirer to attempt.</em> Few companies in luxury could have funded it. Fewer still would have committed to it on the timeline LVMH did.</p><p><strong>The ETA parallel:</strong> Brand repositioning at SME scale rarely involves Beyonc&#233;, but the principle is identical. A small business that has stopped attracting new customers usually has not stopped because it became worse. It has stopped because the world around it has changed and the brand has not moved with it. The plumbing business that built its reputation in 1995 and has not updated its website, its quoting process, or its customer language in twenty years is in the same position Tiffany was in 2019. The work is not invention. It is targeted modernisation that takes the existing equity of the brand and translates it into terms the current customer recognises. That work is funded out of the cash flow the business already produces. It is not glamorous and it is not optional.</p><h2>4. Financial Outcomes: The Record Years and the Headwinds</h2><p>The first two years produced results that exceeded what even Arnault had projected.</p><p><a href="https://ww.fashionnetwork.com/news/Tiffany-co-acquisition-a-brilliant-bargain-for-lvmh,1375777.html">&#8203;2021 was a record year&#8203;</a> for Tiffany despite the Fifth Avenue flagship being closed for renovation throughout. Operating income exceeded $900 million, a figure that, as Arnault noted at the time, <em>&#8220;handsomely beat its absolute records for both revenue and profitability.&#8221;</em> LVMH&#8217;s group cash flow for the year reached &#8364;13.5 billion, more than double the previous record. <em>&#8220;In 2021,&#8221;</em> Arnault said, <em>&#8220;we invested &#8364;13.3 billion, almost entirely to acquire Tiffany.&#8221;</em> The phrasing was deliberate. The acquisition was being framed as the most consequential capital allocation decision LVMH had made.</p><p>2022 confirmed the trajectory. High jewellery sales doubled. The Lock collection became the bestselling launch in the brand&#8217;s recent history. Asian growth, which had been a strategic objective from the outset, accelerated meaningfully. By the time the Fifth Avenue flagship reopened in 2023, annual revenue had increased by approximately $1.5 billion since acquisition.</p><p>And then the picture became more complicated.</p><p>Industry data showed Tiffany losing global branded luxury jewellery market share by approximately 0.7 percentage points in 2023, with revenue estimated to decline approximately 3% year on year in Q2 2024. Cartier and other Richemont brands were growing faster. Senior staff turnover at Tiffany accelerated. The market share losses were partly attributable to a broader luxury slowdown, particularly in Asia, that affected most jewellery brands. But Tiffany&#8217;s underperformance relative to its closest competitor was not solely a market story.</p><p>Arnault addressed this directly in interviews through 2024. <em>&#8220;I&#8217;m very confident about Tiffany, but it takes time,&#8221;</em> he said. The phrase carried the implicit acknowledgement that the original integration timeline had been ambitious, and that the work of fully repositioning a 188-year-old brand was not going to be completed in three years.</p><p>This is the more complicated chapter of the integration. Two record years, then a slowdown that does not unwind any of what came before. The capital deployed has not been wasted. The brand has been genuinely modernised. But the compounding has slowed, the competition has not stood still, and the limits of even the best integration playbook are visible in the numbers.</p><p>The honest framing is that the Tiffany integration is four years old. The BVLGARI integration was four years old in 2015. Looking at BVLGARI in 2015 would have given you only a partial view of what the brand would become by 2025. Tiffany deserves the same patience, but it also deserves the honesty that not every quarter so far has met the bar set by 2021 and 2022.</p><p><strong>The ETA parallel:</strong> Acquisition outcomes do not arrive in straight lines, and the buyer who is honest about that produces better long-term decisions than the buyer who is not. The first two years after an acquisition often produce the most visible gains because the obvious operational improvements are made first. Years three to five are often harder, because the easy wins are already done and the structural issues that remain require more capital, more time, and more patience to solve. Building a financial plan that anticipates that S-curve, rather than assuming linear improvement, is one of the most important pieces of preparation a first-time buyer can do before closing. The numbers are going to wobble. That is normal. Plan for it.</p><h2>5. Long-Term Integration Logic</h2><p>What Tiffany now represents within LVMH is structurally different from what BVLGARI represents.</p><p>BVLGARI is the artisan anchor. Italian heritage, Roman identity, the Valenza manufacturing facility growing towards 1,600 artisans by 2029. The brand&#8217;s strategic role is to embody the craft, the tradition, the European luxury jewellery lineage. Its growth is driven by the depth of that positioning.</p><p>Tiffany is the geographic and cultural anchor. American heritage, US market dominance, the Fifth Avenue flagship as both the highest-performing store in the LVMH portfolio and the symbolic centrepiece of the brand. Its strategic role is to give LVMH genuine ownership of the United States luxury market, a position the group has historically underweighted.</p><p>The two brands serve different customers in overlapping geographies without directly cannibalising each other. A Tiffany customer is not deciding between Tiffany and BVLGARI. They are buying into specific cultural narratives that each brand owns separately. That portfolio architecture is the strategic logic that makes Tiffany&#8217;s integration valuable to LVMH even when individual quarters underperform.</p><p>The Watches and Jewellery division, which was 9% of LVMH&#8217;s revenue when Arnault made his move on Tiffany in 2019, is now a structurally different business. It has scale, geographic reach, brand portfolio diversity, and a depth of operational infrastructure that no competitor matches. That is the longer-term outcome the Tiffany acquisition was designed to produce, and it has been produced regardless of any individual year&#8217;s headlines.</p><p>The work that remains is closing the gap to Cartier. <strong>Tiffany&#8217;s underperformance against its closest competitor is the single most important issue facing the integration in the coming years.</strong> It is not a problem of capital. It is not a problem of strategic intent. It is a problem of execution against a competitor that has been refining its model for longer.</p><p>That problem is solvable. It will not be solved quickly.</p><p><strong>The ETA parallel:</strong> Portfolio thinking is the most underused concept in self-funded acquisition. Most first-time buyers approach their first deal as a standalone bet, then start thinking about the second deal only after the first has stabilised. The buyers who build the most durable HoldCos think about deal one, deal two, and deal three together from the beginning. Each acquisition should sit in a different position relative to the others, serving a different customer segment, geography, or capability, so that the portfolio is genuinely complementary rather than a collection of separately purchased businesses. That logic is what turns a series of acquisitions into a HoldCo with strategic value rather than a balance sheet with several unrelated SMEs on it.</p><h2>6. Final Lessons</h2><p>This series has covered four issues, two acquisitions, fourteen years, and approximately $20 billion in transactions. The lessons that travel down to the kind of deals most readers of this newsletter are working on are not the obvious ones about scale or capital. They are about how Arnault thinks, and what that thinking can teach acquisition buyers operating at any size.</p><p><strong>Acquisitions are bets on what a business can become, not what it currently is.</strong> Arnault has paid premiums on every deal in this series because he was paying for the gap between current performance and potential under his stewardship. The valuation logic only works if you have an honest view of what the business could be and the operational capability to get it there. Without both, the premium becomes irrational.</p><p><strong>Integration is the work, not the deal.</strong> The deal closes one chapter. The integration writes the rest of the book. Arnault has spent more time, capital, and senior leadership attention on what happens after closing than most acquirers spend on the entire deal process. That allocation is the difference between a good investment and a great one.</p><p><strong>Integration speed depends on what kind of value is at risk.</strong> Some businesses need to be left alone to keep producing what made them worth acquiring. Others need active intervention to unlock what has been sitting dormant. The judgement about which the situation calls for is more important than any preference for patience or aggression as a default mode.</p><p><strong>Acquiring legacy businesses requires patience and humility.</strong> A long-term stewardship mindset. Governance that supports creativity without micromanaging it. Continuous reinvestment in identity. None of this is glamorous. None of it is what financial engineering optimises for. All of it is what makes legacy businesses worth owning across decades rather than across quarters.</p><p><strong>The greatest acquirer in the world still has limits.</strong> Tiffany is not yet what Arnault paid for it to become. The integration is succeeding by most measures and falling short by some. That honesty matters because it is what most acquisition coverage avoids. Real acquisition outcomes do not arrive in straight lines. The buyers who plan for that produce better long-term results than the buyers who do not.</p><h2>7. Building something I wish had existed when I started</h2><p>Last July I hosted my first ever <strong>ETA Europe meetup in Amsterdam</strong>. I had no idea if anyone would show up.</p><p>They did. And after five meetups in Amsterdam, something shifted. The room started to feel like a community. People who had been exploring acquisition entrepreneurship alone, often for months, suddenly had a group of people who understood exactly what they were going through.</p><p>That feeling, of not being alone in this anymore, is what keeps me doing it.</p><div class="captioned-image-container"><figure><a class="image-link image2 is-viewable-img" target="_blank" href="https://substackcdn.com/image/fetch/$s_!GCR0!,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F5480c46c-a8a3-4c89-b20b-c39be51d5303_1920x1080.jpeg" data-component-name="Image2ToDOM"><div class="image2-inset"><picture><source type="image/webp" srcset="https://substackcdn.com/image/fetch/$s_!GCR0!,w_424,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F5480c46c-a8a3-4c89-b20b-c39be51d5303_1920x1080.jpeg 424w, https://substackcdn.com/image/fetch/$s_!GCR0!,w_848,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F5480c46c-a8a3-4c89-b20b-c39be51d5303_1920x1080.jpeg 848w, https://substackcdn.com/image/fetch/$s_!GCR0!,w_1272,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F5480c46c-a8a3-4c89-b20b-c39be51d5303_1920x1080.jpeg 1272w, https://substackcdn.com/image/fetch/$s_!GCR0!,w_1456,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F5480c46c-a8a3-4c89-b20b-c39be51d5303_1920x1080.jpeg 1456w" sizes="100vw"><img src="https://substackcdn.com/image/fetch/$s_!GCR0!,w_1456,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F5480c46c-a8a3-4c89-b20b-c39be51d5303_1920x1080.jpeg" width="1456" height="819" data-attrs="{&quot;src&quot;:&quot;https://substack-post-media.s3.amazonaws.com/public/images/5480c46c-a8a3-4c89-b20b-c39be51d5303_1920x1080.jpeg&quot;,&quot;srcNoWatermark&quot;:null,&quot;fullscreen&quot;:null,&quot;imageSize&quot;:null,&quot;height&quot;:819,&quot;width&quot;:1456,&quot;resizeWidth&quot;:null,&quot;bytes&quot;:null,&quot;alt&quot;:null,&quot;title&quot;:null,&quot;type&quot;:null,&quot;href&quot;:null,&quot;belowTheFold&quot;:true,&quot;topImage&quot;:false,&quot;internalRedirect&quot;:null,&quot;isProcessing&quot;:false,&quot;align&quot;:null,&quot;offset&quot;:false}" class="sizing-normal" alt="" srcset="https://substackcdn.com/image/fetch/$s_!GCR0!,w_424,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F5480c46c-a8a3-4c89-b20b-c39be51d5303_1920x1080.jpeg 424w, https://substackcdn.com/image/fetch/$s_!GCR0!,w_848,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F5480c46c-a8a3-4c89-b20b-c39be51d5303_1920x1080.jpeg 848w, https://substackcdn.com/image/fetch/$s_!GCR0!,w_1272,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F5480c46c-a8a3-4c89-b20b-c39be51d5303_1920x1080.jpeg 1272w, https://substackcdn.com/image/fetch/$s_!GCR0!,w_1456,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F5480c46c-a8a3-4c89-b20b-c39be51d5303_1920x1080.jpeg 1456w" sizes="100vw" loading="lazy"></picture><div class="image-link-expand"><div class="pencraft pc-display-flex pc-gap-8 pc-reset"><button tabindex="0" type="button" class="pencraft pc-reset pencraft icon-container restack-image"><svg role="img" width="20" height="20" viewBox="0 0 20 20" fill="none" stroke-width="1.5" stroke="var(--color-fg-primary)" stroke-linecap="round" stroke-linejoin="round" xmlns="http://www.w3.org/2000/svg"><g><title></title><path d="M2.53001 7.81595C3.49179 4.73911 6.43281 2.5 9.91173 2.5C13.1684 2.5 15.9537 4.46214 17.0852 7.23684L17.6179 8.67647M17.6179 8.67647L18.5002 4.26471M17.6179 8.67647L13.6473 6.91176M17.4995 12.1841C16.5378 15.2609 13.5967 17.5 10.1178 17.5C6.86118 17.5 4.07589 15.5379 2.94432 12.7632L2.41165 11.3235M2.41165 11.3235L1.5293 15.7353M2.41165 11.3235L6.38224 13.0882"></path></g></svg></button><button tabindex="0" type="button" class="pencraft pc-reset pencraft icon-container view-image"><svg xmlns="http://www.w3.org/2000/svg" width="20" height="20" viewBox="0 0 24 24" fill="none" stroke="currentColor" stroke-width="2" stroke-linecap="round" stroke-linejoin="round" class="lucide lucide-maximize2 lucide-maximize-2"><polyline points="15 3 21 3 21 9"></polyline><polyline points="9 21 3 21 3 15"></polyline><line x1="21" x2="14" y1="3" y2="10"></line><line x1="3" x2="10" y1="21" y2="14"></line></svg></button></div></div></div></a></figure></div><p>Belgium felt like the obvious next step. Thousands of owner-operated SMEs, an ageing generation of founders ready to sell, and almost no community for the people thinking about acquiring them. That is exactly the kind of gap ETA Europe exists to fill.</p><p>So on <strong>Wednesday 3 June</strong>, we are hosting the <em>first ever ETA Europe meetup in Brussels</em>, in partnership with Novadvice, one of Belgium&#8217;s leading SME acquisition boutiques.</p><p>The evening will include:</p><ul><li><p>An investor keynote with <strong>Adrian Carniol from Novadvice</strong> on what he looks for in searchers and how he structures deals</p></li><li><p>A practitioner panel with <strong>Charles d&#8217;Ursel</strong> (currently searching), <strong>Alexandre Guyenne</strong> (acquiring), and <strong>Marc Michiels</strong>, co-founder of Novadvice</p></li><li><p>An open Q&amp;A</p></li><li><p>Networking and drinks to close</p></li></ul><p>If you are somewhere in the early stages of this journey and want to be in a room with people who genuinely get it, this is for you.</p><p>If you are based in Belgium, the Netherlands, France, or anywhere within reach, I would love to see you there.</p><p>The first 20 tickets are &#8364;35, then &#8364;50. Only 60 seats.</p><p>&#128073; <a href="https://www.meetup.com/acquisition-entrepreneurship-brussels/events/314558104/?utm_medium=referral&amp;utm_campaign=share-btn_savedevents_share_modal&amp;utm_source=link&amp;utm_version=v2&amp;member_id=409635914">&#8203;</a><strong><a href="https://www.meetup.com/acquisition-entrepreneurship-brussels/events/314558104/?utm_medium=referral&amp;utm_campaign=share-btn_savedevents_share_modal&amp;utm_source=link&amp;utm_version=v2&amp;member_id=409635914">Register here</a></strong><a href="https://www.meetup.com/acquisition-entrepreneurship-brussels/events/314558104/?utm_medium=referral&amp;utm_campaign=share-btn_savedevents_share_modal&amp;utm_source=link&amp;utm_version=v2&amp;member_id=409635914">&#8203;</a></p><div><hr></div><p>That is the end of the Luxury Lessons series.</p><p>Thank you for reading along. Many of you have replied to issues across the four parts with sharp questions, real corrections, and your own experiences from deals you have done or are working on. Those replies have shaped how I think about this material, and several of them will inform future issues.</p><p><em>Hit reply and tell me: which of the four issues in this series gave you the most useful insight, the BVLGARI deal, the BVLGARI integration, the Tiffany deal, or the Tiffany integration?</em></p><p>See you next Monday. </p><p>Alexander</p>]]></content:encoded></item><item><title><![CDATA[Why financial engineering alone will not generate the returns you need]]></title><description><![CDATA[Operations, tech stack, and finance function. The three durable levers most buyers underuse.]]></description><link>https://www.buyoutdiary.com/p/why-financial-engineering-alone-will</link><guid isPermaLink="false">https://www.buyoutdiary.com/p/why-financial-engineering-alone-will</guid><dc:creator><![CDATA[Alexander Kelm]]></dc:creator><pubDate>Mon, 27 Apr 2026 06:30:00 GMT</pubDate><enclosure url="https://substack-post-media.s3.amazonaws.com/public/images/d237debc-a26c-462c-a926-be2f920e1532_1200x627.png" length="0" type="image/jpeg"/><content:encoded><![CDATA[<p>Hello, and welcome back to <em>Buyout Diary</em>.</p><p>This issue exists because several of you specifically asked for it.</p><p>When I ran the recent reader survey, the question that came back most often was some version of this:</p><ul><li><p><em>How do you actually create value after you have closed an acquisition, beyond the financial engineering everyone talks about?</em></p></li><li><p><em>How do you make the business worth more than the sum of its parts, in a way that does not depend on cheap debt, market multiples, or selling at the right moment?</em></p></li></ul><p>It is a fair question. It is also one most ETA content avoids because it is harder to write about than deal sourcing or financing.</p><p>This issue is the answer.</p><p>We are going to look at three durable value creation levers that work at SME scale: <strong>operations, tech stack, and finance function</strong>. None of them are exotic. All of them are underused by first-time acquirers who have spent so much time getting to the close that they have not properly thought about what comes after.</p><div class="subscription-widget-wrap-editor" data-attrs="{&quot;url&quot;:&quot;https://www.buyoutdiary.com/subscribe?&quot;,&quot;text&quot;:&quot;Subscribe&quot;,&quot;language&quot;:&quot;en&quot;}" data-component-name="SubscribeWidgetToDOM"><div class="subscription-widget show-subscribe"><div class="preamble"><p class="cta-caption">Thanks for reading Buyout Diary! Subscribe for free to receive new posts and support my work.</p></div><form class="subscription-widget-subscribe"><input type="email" class="email-input" name="email" placeholder="Type your email&#8230;" tabindex="-1"><input type="submit" class="button primary" value="Subscribe"><div class="fake-input-wrapper"><div class="fake-input"></div><div class="fake-button"></div></div></form></div></div><p>If you are an active operator already running an acquired business, this issue will give you a framework to assess where the value is in your own operation. If you are a searcher preparing for what comes after closing, it will give you something most first-time buyers do not have: a clear picture of what your first twelve months should actually look like.</p><h2><strong>1. Why Financial Engineering Alone No Longer Works</strong></h2><p>Before getting into what to do, it is worth understanding why this conversation matters.</p><p>For most of private equity&#8217;s history, value creation was driven primarily by financial engineering. Firms used debt to acquire businesses, paid down the debt over time, and exited at a higher multiple than they entered at. The mechanics were straightforward and the returns were strong without requiring meaningful operational change.</p><p>That model has been weakening for two decades. As <a href="https://preview.kit-mail3.com/click/dpheh0hzhm/aHR0cHM6Ly9ncm93dGhlcXVpdHlpbnRlcnZpZXdndWlkZS5jb20vcHJpdmF0ZS1lcXVpdHkvcHJpdmF0ZS1lcXVpdHktb3BlcmF0aW9ucw==">Mike Hinckley, founder of Growth Equity Interview Guide, summarises in his analysis of private equity operations</a>, since 2010, 47% of value creation has come from operations, up from 18% in the 1980s. Meanwhile, financial engineering&#8217;s contribution to value creation has fallen to 25%, from 51% in the same period. A 2024 Simon-Kucher study found that 46% of private equity returns now come from business improvement, eclipsing financial engineering and multiple arbitrage.</p><p>The shift accelerated through the recent rise in interest rates. Borrowing costs have moved from historic lows to 8 to 9% in many markets. The same MOIC that once required 5% annual EBITDA growth now requires 10 to 12% growth to maintain the same return. Cheap debt is no longer doing the heavy lifting.</p><p>The implication for self-funded buyers and HoldCo entrepreneurs is direct. If institutional private equity, with all its leverage and tax structuring expertise, can no longer rely on financial engineering, then a buyer acquiring a single small business with a single bank loan certainly cannot. The returns have to come from somewhere else.</p><p>That somewhere else is the business itself.</p><h2><strong>2. The First Lever: Operations</strong></h2><p>When most people hear &#8220;operational improvement,&#8221; they think of cost cutting. Reducing headcount, squeezing suppliers, eliminating discretionary spend. That is one form of operational change. It is also the form most likely to destroy value rather than create it, particularly in a small business that has been built on the founder&#8217;s relationships and judgement.</p><p>The operational changes that actually create durable value in SMEs are different.</p><p><strong>Process documentation and standardisation.</strong> Most owner-led small businesses run on the founder&#8217;s memory. Quotes are calculated based on instinct. Pricing decisions are made in conversation. Supplier relationships exist in someone&#8217;s head. After acquisition, this becomes the single biggest fragility in the business. The first operational priority for any new owner should be capturing the institutional knowledge before it walks out the door.</p><p><strong>The right pace of change.</strong> This is where my MBA research findings on operator fit and delegation become directly relevant. When I interviewed eleven acquisition entrepreneurs about how they ran businesses post-acquisition, the consistent finding was that the most successful adopted what I called a phased delegation approach: starting with operational support and gradually transferring full profit and loss responsibility based on demonstrated performance and the development of trust. The buyers who tried to change too much in the first ninety days consistently produced worse outcomes than the buyers who waited, observed, documented, and then changed. This applies whether you are running the business yourself or delegating to an operator.</p><p><strong>Removing the founder dependency that kills delegation.</strong> Many small businesses have a structural problem the new owner inherits without realising it. The previous owner has not built management depth because they did not need to. The first operational hire after acquisition is often a number two who can take operational decisions off the new owner&#8217;s desk. Without that hire, the new owner becomes the bottleneck and the business cannot scale.</p><p><strong>Customer concentration and relationship distribution.</strong> If the top three customers represent more than 40% of revenue, the operational priority is reducing that dependency. This is not about replacing customers. It is about ensuring those customer relationships are held by the business rather than by individuals who could leave. Documented account histories, multiple touchpoints, and structured renewal processes turn fragile customer relationships into durable ones.</p><p><strong>The principle that runs through all of this</strong>: operational value creation in SMEs is rarely about doing more with less. It is about turning the business from something that depends on specific people into something that depends on documented systems. That transformation is what creates value the bank, an investor, or a future buyer can rely on.</p><h2><strong>3. The Second Lever: Tech Stack</strong></h2><p>Most small businesses run on a technology stack that was built incrementally over fifteen or twenty years. A spreadsheet from 2008 still drives quoting. The CRM is QuickBooks notes. The ERP is the founder&#8217;s email archive. The reporting system is whatever the bookkeeper assembles in Excel at month-end.</p><p>This is not unusual. According to Accenture research, <a href="https://preview.kit-mail3.com/click/dpheh0hzhm/aHR0cHM6Ly93d3cuYWNjZW50dXJlLmNvbS91cy1lbi9pbnNpZ2h0cy9zdHJhdGVneS9vcGVyYXRpb25hbC12YWx1ZS1jcmVhdGlvbg==">a massive 92% of mid-sized companies have room for operational improvement</a>, and the technology gap is one of the largest contributors to that figure. For a self-funded buyer, this gap is genuinely good news. Modest technology investment in an acquired SME often produces returns that institutional acquirers cannot replicate, because the starting point is so much lower.</p><p>The question is what to invest in and in what order. Three priorities.</p><p><strong>Reporting before automation.</strong> The first technology priority post-acquisition is not optimising existing processes. It is being able to see what is actually happening in the business. Real-time financial reporting, customer-level profitability analysis, and operational dashboards. Without this, every other technology decision is being made in the dark. European SMEs have strong cloud accounting options that integrate easily with simple dashboarding tools: Xero is widely used across Europe and the UK, Exact and Twinfield dominate the Dutch and Belgian markets, DATEV and Lexware are the standard for German Mittelstand businesses. Whichever platform fits the country and sector, the priority is the same: monthly numbers visible in something other than a spreadsheet someone updates manually at month-end.</p><p><strong>CRM as institutional memory.</strong> A small business with no CRM has no institutional memory of its customer relationships. Every salesperson holds their own list. Every customer touchpoint goes undocumented. When someone leaves, the relationships leave with them. Pipedrive is the most widely adopted CRM among European SMEs, in part because it was built in Estonia and designed around the way smaller European businesses actually sell. HubSpot is a strong alternative, particularly for businesses with a marketing component. For very small operations, a well-structured Notion workspace can serve the same function at lower cost. I have built my own customer relationship system in Notion for exactly this reason. The platform matters less than the discipline. The principle is that customer history sits somewhere visible to the business, not somewhere private to a salesperson.</p><p><strong>Automation where it removes bottlenecks.</strong> Automation is most valuable when it removes a specific human bottleneck rather than as a general efficiency play. Automated invoicing, automated payment reminders, automated quote follow-up. These are not glamorous projects but they reliably free up hours per week that the new owner or operator can redirect into more valuable activities.</p><p><strong>What to avoid</strong>: large enterprise systems implemented in the first year. ERP migrations are project failures waiting to happen at SME scale. The technology choices that create value early are small, modular, cloud-based, and easily reversed if they do not work. Anything else is a distraction from the more important work of understanding the business.</p><h2><strong>4. The Third Lever: Finance Function</strong></h2><p>This is the lever first-time buyers most consistently underestimate.</p><p>In most owner-led small businesses, the finance function consists of an external bookkeeper, possibly a part-time accountant, and a once-a-year visit from the firm that prepares the statutory accounts. That structure is sufficient to keep the business compliant. It is nowhere near sufficient to support value creation.</p><p>The financial intelligence required to make good operating decisions in an acquired business is genuinely different from what compliance accounting produces. Three areas matter most.</p><p><strong>Management accounts that mean something.</strong> Statutory accounts produced annually are not management accounts. They are a backwards-looking compliance document. Real management accounts show monthly performance, customer-level and product-level profitability, gross margin trends, and the working capital picture. Setting these up in the first six months post-acquisition is one of the highest-return projects a new owner can undertake. The cost is modest. The decision-making improvement is significant.</p><p><strong>Working capital discipline.</strong> Many SMEs carry unnecessary working capital because nobody has ever measured it. Receivables sit too long. Inventory levels are higher than the business actually needs. Supplier terms have not been renegotiated in years. A focused working capital review in the first year of ownership often releases enough cash to fund the operational and technology investments the business needs without requiring additional debt. This is genuine, durable value creation. It is not financial engineering.</p><p><strong>The fractional CFO question.</strong> Most small businesses cannot justify a full-time CFO. But almost every small business benefits from CFO-level thinking applied for a few days a month. Fractional CFO arrangements have become significantly more accessible over the past five years and are one of the highest-leverage hires a new owner can make. The fractional CFO is the person who builds the management reporting, designs the working capital review, and helps prepare the business for whatever comes next, whether that is additional acquisitions, an investor round, or eventually a sale.</p><p>The finance function is not a cost centre. It is the diagnostic infrastructure that tells you what is actually working in the business and what is not. Without it, you are operating on instinct, the same way the previous owner did. With it, you have something that previous owner did not have, which is genuine financial intelligence.</p><h2><strong>5. The Sequencing Question</strong></h2><p>The three levers are connected. You cannot meaningfully improve operations without management reporting that tells you where to focus. You cannot build management reporting without basic technology infrastructure. You cannot make technology decisions without understanding where the operational pain points actually are.</p><p>In practice, the best sequence in the first year of ownership tends to be roughly the following.</p><p><strong>Months one to three:</strong> observe and document. Resist the urge to change anything. Build the relationships with the team you have inherited. Capture the institutional knowledge from the founder before they fully disengage. Implement basic management reporting and a CRM if neither exists. Identify the two or three operational pain points that are genuinely costing the business money or growth.</p><p><strong>Months four to six:</strong> make the highest-impact operational hires. The number two who removes the bottleneck. The fractional CFO who builds the financial intelligence. The customer success or operations role that addresses the specific pain point identified in the first quarter.</p><p><strong>Months seven to twelve:</strong> focused operational improvement. Working capital review. Process standardisation in the highest-priority area. Customer concentration reduction. Pricing review. The technology investments that flow naturally from what the management reporting has revealed.</p><p>This sequence is deliberately conservative. The buyer who tries to do all three levers simultaneously in the first ninety days produces worse outcomes than the buyer who does them in sequence, because the second buyer is making decisions based on what the business is actually telling them.</p><p>That patience is itself a form of value creation. The new owner who shows the business and the team that change will be deliberate, sequenced, and based on evidence builds the trust that everything else depends on.</p><h2><strong>6. What Good Looks Like, Twelve Months In</strong></h2><p>If the first twelve months have gone well, the business looks measurably different from how it looked at acquisition. Not in the headline numbers necessarily, though those should be moving in the right direction. The change is in the underlying infrastructure.</p><p>Documented processes where there were none. Real management reporting on a monthly cadence. A CRM with customer history. A finance function that produces forward-looking analysis rather than backward-looking compliance. Customer relationships that exist in the business rather than in individuals. A management team that can run the business when the owner is not in the room.</p><p>None of this is glamorous. None of it is what financial engineering optimises for. But all of it is what makes the business worth meaningfully more than what was paid for it, in a way that does not depend on multiple expansion or favourable debt markets.</p><p>It is also what makes the business acquirable by the next buyer at a higher multiple than you paid, because the institutional infrastructure that future buyer will pay for has been built into the business under your ownership.</p><p>That is what value creation looks like when financial engineering is not doing the work. And it is the work most ETA buyers underinvest in, because deal closing feels finished when it is really just the beginning.</p><h2><strong>&#8203;Bonus: My MBA Thesis on Post-Acquisition Governance</strong></h2><p>A note from me to the readers who have been with this newsletter from the beginning.</p><p>The phased delegation finding I referenced in Section 2 comes from my MBA dissertation, which I completed in August 2025 at the University of Greenwich and Saxion. The full thesis is titled <em>&#8220;An Investigation of Governance Structures, Control Mechanisms, Incentives, and Knowledge Transfer in HoldCo-Led Small Business Acquisitions.&#8221;</em> It draws on eleven semi-structured interviews with US-based acquisition entrepreneurs and investors, with thematic analysis covering governance structures, principal-agent dynamics, delegation and control, and tacit knowledge transfer.</p><p>If you found this issue useful, the full 12,000-word thesis goes significantly deeper into how acquirers actually structure post-acquisition governance, what works, what fails, and why operator fit matters more than almost anything else. There are coding trees, interview excerpts, and a full literature review on top of the empirical findings.</p><p>It is yours, free, in exchange for an email address.</p><p>&#8203;<a href="https://preview.kit-mail3.com/click/dpheh0hzhm/aHR0cHM6Ly9hbGV4LmJ1eW91dGRpYXJ5LmNvbS9teW1iYXRoZXNpcw==">&#8594; </a><strong><a href="https://preview.kit-mail3.com/click/dpheh0hzhm/aHR0cHM6Ly9hbGV4LmJ1eW91dGRpYXJ5LmNvbS9teW1iYXRoZXNpcw==">Download the full MBA thesis here</a></strong>&#8203;</p><p>This is the kind of resource I think Buyout Diary readers should have access to. Genuinely original research on the post-acquisition phase, written from the perspective of someone who is also building in this space rather than just observing it.</p><p><em>Hit reply and tell me: which lever feels hardest for you right now, building the operational systems, getting the technology stack right, or putting proper financial intelligence in place?</em></p><p><em>I read every reply.</em></p><p>See you next Monday.<br>&#8203;<br>Alexander</p>]]></content:encoded></item><item><title><![CDATA[LVMH tried to kill the Tiffany deal. Then closed it for $425 million less.]]></title><description><![CDATA[Inside the biggest legal dispute in luxury history and the $425M lesson at the end.]]></description><link>https://www.buyoutdiary.com/p/lvmh-tried-to-kill-the-tiffany-deal</link><guid isPermaLink="false">https://www.buyoutdiary.com/p/lvmh-tried-to-kill-the-tiffany-deal</guid><dc:creator><![CDATA[Alexander Kelm]]></dc:creator><pubDate>Mon, 20 Apr 2026 06:30:00 GMT</pubDate><enclosure url="https://substackcdn.com/image/fetch/$s_!PoqH!,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F6cdc4ad2-db00-4a18-b9e2-b87e49c8778c_1066x932.jpeg" length="0" type="image/jpeg"/><content:encoded><![CDATA[<p>Hello, and welcome back to <em>Buyout Diary</em>.</p><p>If you have been reading Buyout Diary for a while, you will know that this series started with BVLGARI. <a href="https://preview.kit-mail3.com/click/dpheh0hzhm/aHR0cHM6Ly93d3cuYnV5b3V0ZGlhcnkuY29tL3Avd2hhdC1hLTQzLWJpbGxpb24tZGVhbC10ZWFjaGVzLWE=">Part 1 was the search, the courtship, and the deal structure</a>. <a href="https://preview.kit-mail3.com/click/dpheh0hzhm/aHR0cHM6Ly93d3cuYnV5b3V0ZGlhcnkuY29tL3AvaG93LWFybmF1bHQtaW50ZWdyYXRlZC1idmxnYXJpLXdpdGhvdXQ=">Part 2 was the integration</a>: how Arnault absorbed a 127-year-old Italian family business without destroying what made it worth acquiring.</p><p>Part 3 is different in tone. <strong>BVLGARI was a patient story</strong>. Arnault spent years building a relationship with the Bulgari family before a single term sheet was discussed. The deal reflected that patience. The integration reflected it even more clearly.</p><p><strong>Tiffany is not a patient story</strong>. It is a story about leverage, timing, legal brinkmanship, and what happens when a black swan event lands in the middle of the world&#8217;s largest luxury deal. It is also, ultimately, a story about the same thing BVLGARI was: an acquirer who understood what he was buying well enough to hold his nerve when everyone else was convinced the deal was dead.</p><p>We start, as always, with the question beneath the question. Not how Arnault acquired Tiffany. But why. And whether the same logic that drove the search also drove the renegotiation that followed.</p><div class="subscription-widget-wrap-editor" data-attrs="{&quot;url&quot;:&quot;https://www.buyoutdiary.com/subscribe?&quot;,&quot;text&quot;:&quot;Subscribe&quot;,&quot;language&quot;:&quot;en&quot;}" data-component-name="SubscribeWidgetToDOM"><div class="subscription-widget show-subscribe"><div class="preamble"><p class="cta-caption">Thanks for reading Buyout Diary! Subscribe for free to receive new posts and support my work.</p></div><form class="subscription-widget-subscribe"><input type="email" class="email-input" name="email" placeholder="Type your email&#8230;" tabindex="-1"><input type="submit" class="button primary" value="Subscribe"><div class="fake-input-wrapper"><div class="fake-input"></div><div class="fake-button"></div></div></form></div></div><h2><strong>1. The Symbolic Deal</strong></h2><p>On 25 November 2019, <a href="https://preview.kit-mail3.com/click/dpheh0hzhm/aHR0cHM6Ly93d3cubHZtaC5jb20vZW4vcHVibGljYXRpb25zL2x2bWgtcmVhY2hlcy1hZ3JlZW1lbnQtd2l0aC10aWZmYW55LWNvLXJlbGVhc2U=">LVMH and Tiffany announced</a> that the French luxury group would acquire the American jeweller at $135 per share in cash, valuing Tiffany&#8217;s equity at approximately $16.2 billion (&#8364;14.7 billion at the time). It was the largest acquisition in luxury history.</p><p>The announcement language was careful and deliberate. Arnault said he had &#8220;an immense respect and admiration for Tiffany&#8221; and intended to &#8220;develop this jewel with the same dedication and commitment&#8221; applied to each of LVMH&#8217;s other maisons. Tiffany&#8217;s CEO Alessandro Bogliolo said the deal would allow the brand to &#8220;reach new heights.&#8221; Both statements were true. But neither quite captured what Arnault was actually doing.</p><p>Tiffany was not just a business with strong cash flows and a recognisable product. It was the only truly global luxury jewellery brand originating in the United States, founded in downtown Manhattan in 1837, named in films, embedded in American cultural mythology in a way that no French or Italian house could replicate. Audrey Hepburn had pressed her face against its window. American presidents had proposed with its diamonds. The blue box was recognised worldwide without any explanation.</p><p>For LVMH, acquiring that mythology was the point. Not just the revenue, not just the margins, not just the distribution network. The cultural position Tiffany held in the United States was something that could not be built from scratch, regardless of capital committed. It could only be acquired.</p><p>Arnault knew that. He had known it for years before November 2019.</p><h2><strong>2. The Strategic Fit</strong></h2><p>To understand why Arnault wanted Tiffany, you have to understand where LVMH stood in late 2019.</p><p>The group was the undisputed leader of the global luxury industry. Fashion and leather goods, Louis Vuitton, Dior, Fendi, Celine, accounted for the largest share of revenue and profit. Wines and spirits, perfumes and cosmetics, selective retailing were all profitable and growing. But one division consistently underperformed relative to its potential: Watches and Jewellery.</p><p>&#8203;<a href="https://preview.kit-mail3.com/click/dpheh0hzhm/aHR0cHM6Ly9kcnByZXNzLm9yZy9vanMvaW5kZXgucGhwL0hCRU0vYXJ0aWNsZS9kb3dubG9hZC8xNjE2NC8xNTY4NS8xNjY1Mg==">According to LVMH&#8217;s 2018 financial accounts</a>, the Watches and Jewellery division generated &#8364;4.1 billion in revenue, just 9% of the group&#8217;s total &#8364;46.8 billion. In the first three quarters of 2019, it was growing at 8% year on year, the slowest division in the group. BVLGARI had transformed the division after 2011, pushing its share from 4.85% to over 8% of group revenue. But the division remained structurally undersized relative to LVMH&#8217;s ambitions for the jewellery category.</p><p>The second gap was geographic. Less than a quarter of LVMH&#8217;s revenue in 2018 came from the United States, a remarkable underrepresentation given that the US was the single largest luxury consumer market in the world, home to 18.6 million millionaires. Tiffany, with more than 300 stores globally and a customer base that skewed heavily American, was the most efficient way to close that gap.</p><p>The third gap was cultural. LVMH&#8217;s jewellery portfolio was built on European heritage: Roman BVLGARI, French Chaumet. There was nothing American in the jewellery category. In a market where authenticity of origin matters to consumers, that absence was a genuine limitation.</p><p>Tiffany closed all three gaps simultaneously. It was the right business at the right moment. Arnault had been watching it long enough to know when to move.</p><p><strong>The ETA parallel:</strong> Platform thinking means asking not just whether a business is good, but whether it makes your next acquisition better. BVLGARI gave LVMH the infrastructure, the credibility, and the operational model for large-scale jewellery integration. Tiffany, built on top of that, became the American anchor to BVLGARI&#8217;s European and Asian one. Each acquisition should compound the value of the one that preceded it. That is a different question from &#8220;is this a good deal?&#8221; and it is the more important one.</p><div class="captioned-image-container"><figure><a class="image-link image2 is-viewable-img" target="_blank" href="https://substackcdn.com/image/fetch/$s_!PoqH!,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F6cdc4ad2-db00-4a18-b9e2-b87e49c8778c_1066x932.jpeg" data-component-name="Image2ToDOM"><div class="image2-inset"><picture><source type="image/webp" srcset="https://substackcdn.com/image/fetch/$s_!PoqH!,w_424,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F6cdc4ad2-db00-4a18-b9e2-b87e49c8778c_1066x932.jpeg 424w, https://substackcdn.com/image/fetch/$s_!PoqH!,w_848,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F6cdc4ad2-db00-4a18-b9e2-b87e49c8778c_1066x932.jpeg 848w, https://substackcdn.com/image/fetch/$s_!PoqH!,w_1272,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F6cdc4ad2-db00-4a18-b9e2-b87e49c8778c_1066x932.jpeg 1272w, https://substackcdn.com/image/fetch/$s_!PoqH!,w_1456,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F6cdc4ad2-db00-4a18-b9e2-b87e49c8778c_1066x932.jpeg 1456w" sizes="100vw"><img src="https://substackcdn.com/image/fetch/$s_!PoqH!,w_1456,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F6cdc4ad2-db00-4a18-b9e2-b87e49c8778c_1066x932.jpeg" width="1066" height="932" data-attrs="{&quot;src&quot;:&quot;https://substack-post-media.s3.amazonaws.com/public/images/6cdc4ad2-db00-4a18-b9e2-b87e49c8778c_1066x932.jpeg&quot;,&quot;srcNoWatermark&quot;:null,&quot;fullscreen&quot;:null,&quot;imageSize&quot;:null,&quot;height&quot;:932,&quot;width&quot;:1066,&quot;resizeWidth&quot;:null,&quot;bytes&quot;:null,&quot;alt&quot;:null,&quot;title&quot;:null,&quot;type&quot;:null,&quot;href&quot;:null,&quot;belowTheFold&quot;:true,&quot;topImage&quot;:false,&quot;internalRedirect&quot;:null,&quot;isProcessing&quot;:false,&quot;align&quot;:null,&quot;offset&quot;:false}" class="sizing-normal" alt="" srcset="https://substackcdn.com/image/fetch/$s_!PoqH!,w_424,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F6cdc4ad2-db00-4a18-b9e2-b87e49c8778c_1066x932.jpeg 424w, https://substackcdn.com/image/fetch/$s_!PoqH!,w_848,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F6cdc4ad2-db00-4a18-b9e2-b87e49c8778c_1066x932.jpeg 848w, https://substackcdn.com/image/fetch/$s_!PoqH!,w_1272,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F6cdc4ad2-db00-4a18-b9e2-b87e49c8778c_1066x932.jpeg 1272w, https://substackcdn.com/image/fetch/$s_!PoqH!,w_1456,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F6cdc4ad2-db00-4a18-b9e2-b87e49c8778c_1066x932.jpeg 1456w" sizes="100vw" loading="lazy"></picture><div class="image-link-expand"><div class="pencraft pc-display-flex pc-gap-8 pc-reset"><button tabindex="0" type="button" class="pencraft pc-reset pencraft icon-container restack-image"><svg role="img" width="20" height="20" viewBox="0 0 20 20" fill="none" stroke-width="1.5" stroke="var(--color-fg-primary)" stroke-linecap="round" stroke-linejoin="round" xmlns="http://www.w3.org/2000/svg"><g><title></title><path d="M2.53001 7.81595C3.49179 4.73911 6.43281 2.5 9.91173 2.5C13.1684 2.5 15.9537 4.46214 17.0852 7.23684L17.6179 8.67647M17.6179 8.67647L18.5002 4.26471M17.6179 8.67647L13.6473 6.91176M17.4995 12.1841C16.5378 15.2609 13.5967 17.5 10.1178 17.5C6.86118 17.5 4.07589 15.5379 2.94432 12.7632L2.41165 11.3235M2.41165 11.3235L1.5293 15.7353M2.41165 11.3235L6.38224 13.0882"></path></g></svg></button><button tabindex="0" type="button" class="pencraft pc-reset pencraft icon-container view-image"><svg xmlns="http://www.w3.org/2000/svg" width="20" height="20" viewBox="0 0 24 24" fill="none" stroke="currentColor" stroke-width="2" stroke-linecap="round" stroke-linejoin="round" class="lucide lucide-maximize2 lucide-maximize-2"><polyline points="15 3 21 3 21 9"></polyline><polyline points="9 21 3 21 3 15"></polyline><line x1="21" x2="14" y1="3" y2="10"></line><line x1="3" x2="10" y1="21" y2="14"></line></svg></button></div></div></div></a></figure></div><h2><strong>3. Due Diligence and Valuation</strong></h2><p>Tiffany was not a distressed asset when LVMH approached it. But it was an underperforming one.</p><p>In the years before the acquisition, Tiffany had accumulated a specific set of challenges that individually were manageable but collectively told a story of a brand that had stopped compounding.</p><p>Revenue had been essentially flat for several years. In fiscal year 2019, Tiffany reported net sales of approximately $4.4 billion, roughly where they had been in 2015. For a brand with global recognition and 300 stores, that stagnation was striking. Arnault said so plainly after closing: &#8220;Tiffany stagnated. Both profit and revenue were flat.&#8221;</p><p>The product problem was structural. Tiffany&#8217;s range was anchored heavily towards silver jewellery at accessible price points: the sterling silver bracelet, the heart pendant, the return to Tiffany key. These were aspirational entry products that had built enormous brand recognition. But they were increasingly associated with an older customer base and a gift category, not with the high-jewellery desire that drives the most valuable luxury purchasing. The direction the category was moving, towards higher price points, statement pieces, and branded fine jewellery, was not the direction Tiffany was positioned to capture.</p><p>The geographic gap was equally clear. LVMH had spent years systematically building its presence in Asia, the fastest-growing market for luxury goods globally. Tiffany had strong brand recognition in Asia, the blue box was recognised as widely there as anywhere, but its physical retail presence and operational infrastructure in the region were not calibrated to that potential. The brand was pulling less revenue from Asian consumers than its recognition suggested was possible.</p><p>Online was the third weakness. Luxury e-commerce had been accelerating globally, and Tiffany&#8217;s digital sales channels were underdeveloped relative to what was required to serve a customer base that increasingly began its discovery and purchase journey online.</p><p>None of these were fatal. They were correctable. And the word correctable is doing significant work in Arnault&#8217;s valuation logic.</p><p>The $135 per share offer represented a meaningful premium to where Tiffany had been trading. The implied enterprise value multiple was rich by conventional financial analysis standards. But Arnault was not paying for Tiffany&#8217;s current earnings. He was applying a framework he had already proved with BVLGARI: identify a genuinely excellent brand that is temporarily underperforming due to correctable operational and strategic weaknesses, pay a premium that reflects the brand&#8217;s intrinsic position rather than its current financial results, apply capital and operational expertise, and allow the compounding to begin.</p><p>BVLGARI&#8217;s net revenue had been declining from &#8364;1.091 billion in 2007 to &#8364;890.5 million in 2010 when Arnault moved. He paid a 61% premium. Within twelve months, LVMH&#8217;s Watches and Jewellery division recorded a 98% revenue increase and a 107% profit increase. The premium looked extraordinary at announcement. It looked like a bargain within a year.</p><p>The Tiffany thesis was built on the same logic at larger scale. The brand deserved a higher price than its current earnings justified, because the gap between what it currently was and what it could become under LVMH&#8217;s stewardship was precisely the value being purchased. The premium was not irrational optimism. It was a specific calculation about what the correction of known, manageable weaknesses would produce.</p><p>He had been right about BVLGARI. He had every reason to believe he would be right about Tiffany.</p><p><strong>The ETA parallel:</strong> The distinction between buying a distressed asset and buying an underperforming excellent business is one of the most important in acquisition strategy. Distressed assets require operational rescue. Underperforming excellent businesses require capital and the right stewardship. They are different investments with different risk profiles. Arnault has built his entire career on the second category. For self-funded buyers looking at succession businesses, the same lens applies. A business generating flat revenue for three years under an ageing owner who has not invested in it is not necessarily broken. It may be an excellent operation that has simply not had the resource or the energy to reach the next level. That gap between current state and potential is where the valuation argument lives.</p><h2><strong>4. The Negotiation War</strong></h2><p>The deal was announced in November 2019. It was supposed to close in mid-2020.</p><p>Then COVID-19 arrived.</p><p>In the first half of 2020, Tiffany was forced to close stores globally. Sales fell approximately 36%. The luxury market had entered a period of genuine uncertainty about when and how it would recover. LVMH, watching the situation develop, began to explore whether the conditions it was acquiring Tiffany under were still the conditions it had agreed to.</p><p>On 9 September 2020, LVMH made its move. The group announced that it could not close the deal by the contractual deadline of 24 November 2020, citing three reasons: first, that a Material Adverse Effect had occurred in Tiffany&#8217;s business; second, that Tiffany had not operated its business in the &#8220;ordinary course&#8221; required by the merger agreement; and third, that a letter from a French government minister had asked LVMH to delay the acquisition, linked to a trade dispute between France and the United States over a digital services tax.</p><p>Tiffany filed a lawsuit in the Delaware Chancery Court that same day, seeking a court order requiring LVMH to close on the agreed terms.</p><p>What followed was six weeks of public brinkmanship, private renegotiation, and legal preparation that never quite reached trial.</p><p>The legal position was delicate for both sides. <a href="https://preview.kit-mail3.com/click/dpheh0hzhm/aHR0cHM6Ly9taW5uZXNvdGFsYXdyZXZpZXcub3JnLzIwMjIvMDUvMTAvaGFyZC1sdXh1cnktbWF0ZXJpYWwtYWR2ZXJzZS1lZmZlY3QtaW4tdGhlLWx2bWgtYW5kLXRpZmZhbnktbWVyZ2VyLw==">The Material Adverse Effect clause in the merger agreement did not explicitly include pandemics or public health crises</a>, a common omission in pre-COVID deal documentation. This was LVMH&#8217;s critical vulnerability. The pandemic had disrupted Tiffany&#8217;s business, but the legal threshold for a qualifying MAE required comparative harm rather than sector-wide disruption. Tiffany&#8217;s relative stability, compared to broader luxury market peers, made it difficult to argue that a qualifying event had occurred.</p><p>LVMH knew this. So did Tiffany. The Delaware courts are well-versed in MAE disputes and had consistently set a high bar for finding that one had occurred. LVMH&#8217;s legal arguments were defensible but not certain to prevail.</p><p>The French government letter was procedurally clever but substantively thin. A letter from a minister asking a private company to delay a commercial transaction, in the context of a bilateral trade dispute, was not a legally binding instruction. Its value lay in creating uncertainty and buying time, not in providing a robust contractual defence.</p><p>On 28 October 2020, the two sides settled. LVMH agreed to pay $131.50 per share, down from $135. The total deal value dropped to $15.8 billion, a saving of approximately $425 million for Arnault. In exchange, LVMH dropped its attempts to exit. Tiffany gained two new protections: if LVMH attempted to exit the deal again, the price would revert to $135 per share; and the French government letter clause was removed from the agreement entirely.</p><p>On 30 December 2020, <a href="https://preview.kit-mail3.com/click/dpheh0hzhm/aHR0cHM6Ly93d3cuY25iYy5jb20vMjAyMC8xMi8zMC90aWZmYW55LXNoYXJlaG9sZGVycy1iYWNrLWx2bWgtdGFrZW92ZXItaW4tZW5kLXRvLWxvbmctZHJhd24tZGlzcHV0ZS5odG1s">more than 99% of Tiffany&#8217;s shareholders voted to approve</a> the renegotiated deal. On 7 January 2021, it closed.</p><div class="captioned-image-container"><figure><a class="image-link image2 is-viewable-img" target="_blank" href="https://substackcdn.com/image/fetch/$s_!tlb0!,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F02e3016b-135d-4879-adec-b5ba8779babf_1046x1116.jpeg" data-component-name="Image2ToDOM"><div class="image2-inset"><picture><source type="image/webp" srcset="https://substackcdn.com/image/fetch/$s_!tlb0!,w_424,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F02e3016b-135d-4879-adec-b5ba8779babf_1046x1116.jpeg 424w, https://substackcdn.com/image/fetch/$s_!tlb0!,w_848,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F02e3016b-135d-4879-adec-b5ba8779babf_1046x1116.jpeg 848w, https://substackcdn.com/image/fetch/$s_!tlb0!,w_1272,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F02e3016b-135d-4879-adec-b5ba8779babf_1046x1116.jpeg 1272w, https://substackcdn.com/image/fetch/$s_!tlb0!,w_1456,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F02e3016b-135d-4879-adec-b5ba8779babf_1046x1116.jpeg 1456w" sizes="100vw"><img src="https://substackcdn.com/image/fetch/$s_!tlb0!,w_1456,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F02e3016b-135d-4879-adec-b5ba8779babf_1046x1116.jpeg" width="1046" height="1116" data-attrs="{&quot;src&quot;:&quot;https://substack-post-media.s3.amazonaws.com/public/images/02e3016b-135d-4879-adec-b5ba8779babf_1046x1116.jpeg&quot;,&quot;srcNoWatermark&quot;:null,&quot;fullscreen&quot;:null,&quot;imageSize&quot;:null,&quot;height&quot;:1116,&quot;width&quot;:1046,&quot;resizeWidth&quot;:null,&quot;bytes&quot;:null,&quot;alt&quot;:null,&quot;title&quot;:null,&quot;type&quot;:null,&quot;href&quot;:null,&quot;belowTheFold&quot;:true,&quot;topImage&quot;:false,&quot;internalRedirect&quot;:null,&quot;isProcessing&quot;:false,&quot;align&quot;:null,&quot;offset&quot;:false}" class="sizing-normal" alt="" srcset="https://substackcdn.com/image/fetch/$s_!tlb0!,w_424,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F02e3016b-135d-4879-adec-b5ba8779babf_1046x1116.jpeg 424w, https://substackcdn.com/image/fetch/$s_!tlb0!,w_848,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F02e3016b-135d-4879-adec-b5ba8779babf_1046x1116.jpeg 848w, https://substackcdn.com/image/fetch/$s_!tlb0!,w_1272,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F02e3016b-135d-4879-adec-b5ba8779babf_1046x1116.jpeg 1272w, https://substackcdn.com/image/fetch/$s_!tlb0!,w_1456,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F02e3016b-135d-4879-adec-b5ba8779babf_1046x1116.jpeg 1456w" sizes="100vw" loading="lazy"></picture><div class="image-link-expand"><div class="pencraft pc-display-flex pc-gap-8 pc-reset"><button tabindex="0" type="button" class="pencraft pc-reset pencraft icon-container restack-image"><svg role="img" width="20" height="20" viewBox="0 0 20 20" fill="none" stroke-width="1.5" stroke="var(--color-fg-primary)" stroke-linecap="round" stroke-linejoin="round" xmlns="http://www.w3.org/2000/svg"><g><title></title><path d="M2.53001 7.81595C3.49179 4.73911 6.43281 2.5 9.91173 2.5C13.1684 2.5 15.9537 4.46214 17.0852 7.23684L17.6179 8.67647M17.6179 8.67647L18.5002 4.26471M17.6179 8.67647L13.6473 6.91176M17.4995 12.1841C16.5378 15.2609 13.5967 17.5 10.1178 17.5C6.86118 17.5 4.07589 15.5379 2.94432 12.7632L2.41165 11.3235M2.41165 11.3235L1.5293 15.7353M2.41165 11.3235L6.38224 13.0882"></path></g></svg></button><button tabindex="0" type="button" class="pencraft pc-reset pencraft icon-container view-image"><svg xmlns="http://www.w3.org/2000/svg" width="20" height="20" viewBox="0 0 24 24" fill="none" stroke="currentColor" stroke-width="2" stroke-linecap="round" stroke-linejoin="round" class="lucide lucide-maximize2 lucide-maximize-2"><polyline points="15 3 21 3 21 9"></polyline><polyline points="9 21 3 21 3 15"></polyline><line x1="21" x2="14" y1="3" y2="10"></line><line x1="3" x2="10" y1="21" y2="14"></line></svg></button></div></div></div></a></figure></div><p><strong>The ETA parallel:</strong> Arnault&#8217;s apparent walk-away was not a genuine attempt to exit. This is the most instructive thing about the entire episode. LVMH wanted Tiffany. The strategic logic had not changed. The pandemic had not made Tiffany a worse business than the one Arnault had assessed. It had made it a temporarily distressed one. What Arnault did was use a period of genuine external uncertainty to create legitimate grounds for renegotiation, extract a material price reduction, and close the deal he had always intended to close.</p><p>The lesson is not &#8220;threaten to walk away when the deal is under pressure.&#8221; The lesson is more precise: the buyer who understands the deal better than anyone else in the room can hold their nerve when circumstances create apparent instability. Panic is expensive. Patience and legal clarity are not.</p><h2><strong>5. Closing and Strategic Positioning</strong></h2><p>With Tiffany now formally part of the group, LVMH&#8217;s Watches and Jewellery division was transformed.</p><p>Where BVLGARI had lifted the division&#8217;s share of group revenue from 4.85% to 8.24% in a single year, Tiffany made it the fastest-growing and most visible division in the group almost immediately. <a href="https://preview.kit-mail3.com/click/dpheh0hzhm/aHR0cHM6Ly9iY3B1YmxpY2F0aW9uLm9yZy9pbmRleC5waHAvQk0vYXJ0aWNsZS92aWV3LzM2MDE=">By 2021, the Watches and Jewellery division accounted for 13.96% of LVMH&#8217;s total group revenue</a> having grown from a footnote to a genuine strategic pillar in a decade.</p><div class="captioned-image-container"><figure><a class="image-link image2 is-viewable-img" target="_blank" href="https://substackcdn.com/image/fetch/$s_!_2JD!,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F3a41fcc3-c070-47da-9022-c45ebab537b9_1116x1107.jpeg" data-component-name="Image2ToDOM"><div class="image2-inset"><picture><source type="image/webp" srcset="https://substackcdn.com/image/fetch/$s_!_2JD!,w_424,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F3a41fcc3-c070-47da-9022-c45ebab537b9_1116x1107.jpeg 424w, https://substackcdn.com/image/fetch/$s_!_2JD!,w_848,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F3a41fcc3-c070-47da-9022-c45ebab537b9_1116x1107.jpeg 848w, https://substackcdn.com/image/fetch/$s_!_2JD!,w_1272,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F3a41fcc3-c070-47da-9022-c45ebab537b9_1116x1107.jpeg 1272w, https://substackcdn.com/image/fetch/$s_!_2JD!,w_1456,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F3a41fcc3-c070-47da-9022-c45ebab537b9_1116x1107.jpeg 1456w" sizes="100vw"><img src="https://substackcdn.com/image/fetch/$s_!_2JD!,w_1456,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F3a41fcc3-c070-47da-9022-c45ebab537b9_1116x1107.jpeg" width="1116" height="1107" data-attrs="{&quot;src&quot;:&quot;https://substack-post-media.s3.amazonaws.com/public/images/3a41fcc3-c070-47da-9022-c45ebab537b9_1116x1107.jpeg&quot;,&quot;srcNoWatermark&quot;:null,&quot;fullscreen&quot;:null,&quot;imageSize&quot;:null,&quot;height&quot;:1107,&quot;width&quot;:1116,&quot;resizeWidth&quot;:null,&quot;bytes&quot;:null,&quot;alt&quot;:null,&quot;title&quot;:null,&quot;type&quot;:null,&quot;href&quot;:null,&quot;belowTheFold&quot;:true,&quot;topImage&quot;:false,&quot;internalRedirect&quot;:null,&quot;isProcessing&quot;:false,&quot;align&quot;:null,&quot;offset&quot;:false}" class="sizing-normal" alt="" srcset="https://substackcdn.com/image/fetch/$s_!_2JD!,w_424,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F3a41fcc3-c070-47da-9022-c45ebab537b9_1116x1107.jpeg 424w, https://substackcdn.com/image/fetch/$s_!_2JD!,w_848,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F3a41fcc3-c070-47da-9022-c45ebab537b9_1116x1107.jpeg 848w, https://substackcdn.com/image/fetch/$s_!_2JD!,w_1272,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F3a41fcc3-c070-47da-9022-c45ebab537b9_1116x1107.jpeg 1272w, https://substackcdn.com/image/fetch/$s_!_2JD!,w_1456,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F3a41fcc3-c070-47da-9022-c45ebab537b9_1116x1107.jpeg 1456w" sizes="100vw" loading="lazy"></picture><div class="image-link-expand"><div class="pencraft pc-display-flex pc-gap-8 pc-reset"><button tabindex="0" type="button" class="pencraft pc-reset pencraft icon-container restack-image"><svg role="img" width="20" height="20" viewBox="0 0 20 20" fill="none" stroke-width="1.5" stroke="var(--color-fg-primary)" stroke-linecap="round" stroke-linejoin="round" xmlns="http://www.w3.org/2000/svg"><g><title></title><path d="M2.53001 7.81595C3.49179 4.73911 6.43281 2.5 9.91173 2.5C13.1684 2.5 15.9537 4.46214 17.0852 7.23684L17.6179 8.67647M17.6179 8.67647L18.5002 4.26471M17.6179 8.67647L13.6473 6.91176M17.4995 12.1841C16.5378 15.2609 13.5967 17.5 10.1178 17.5C6.86118 17.5 4.07589 15.5379 2.94432 12.7632L2.41165 11.3235M2.41165 11.3235L1.5293 15.7353M2.41165 11.3235L6.38224 13.0882"></path></g></svg></button><button tabindex="0" type="button" class="pencraft pc-reset pencraft icon-container view-image"><svg xmlns="http://www.w3.org/2000/svg" width="20" height="20" viewBox="0 0 24 24" fill="none" stroke="currentColor" stroke-width="2" stroke-linecap="round" stroke-linejoin="round" class="lucide lucide-maximize2 lucide-maximize-2"><polyline points="15 3 21 3 21 9"></polyline><polyline points="9 21 3 21 3 15"></polyline><line x1="21" x2="14" y1="3" y2="10"></line><line x1="3" x2="10" y1="21" y2="14"></line></svg></button></div></div></div></a></figure></div><p>The platform Arnault had been building since 2011 was now complete in its fundamental architecture. BVLGARI anchored the European and Asian jewellery strategy with Italian heritage and artisan manufacturing. Tiffany anchored the American market with its unmatched US brand recognition and distribution network. The two brands serve different customers, in overlapping geographies, without directly competing.</p><p>That is not an accident. It is the logic of strategic portfolio construction applied to one category. Each acquisition was designed to complement the one that preceded it, not duplicate it.</p><h2><strong>6. Five Lessons for Every Acquisition Buyer</strong></h2><p>Tiffany is a different story from BVLGARI, and its lessons are sharper. They are more uncomfortable and more directly applicable to the deals most buyers are working on at a fraction of this scale.</p><p><strong>Strategic search is not opportunistic search.</strong> Arnault did not approach Tiffany because it was available. He approached it when its combination of brand position, geographic fit, and temporary underperformance made it the right acquisition at the right price. Knowing the difference between a business that is available and a business that deserves to be acquired is the foundation of a good search.</p><p><strong>Platform thinking multiplies returns.</strong> Tiffany is more valuable inside LVMH than it was as a standalone business, not because LVMH is a better manager of assets, but because Tiffany completes a category architecture that BVLGARI began. Each acquisition in a portfolio should ask the same question: does this make the whole worth more than the sum of its parts?</p><p><strong>Market timing is a legitimate lever.</strong> COVID was not just a crisis. For Arnault, it was a renegotiation opportunity worth $425 million. The buyer who understands when external conditions create a genuine basis for repricing, without acting in bad faith, has a tool that most buyers either ignore or misuse.</p><p><strong>Sometimes walking away increases your power.</strong> LVMH&#8217;s apparent exit attempt gave Arnault something he did not have before: proof that he was willing to consider not closing. Whether or not he would have followed through, the credibility of the threat shifted the negotiating dynamic enough to extract a material concession. In any negotiation, the party who needs the deal more will pay for it.</p><p><strong>Narrative and reputation matter in every negotiation.</strong> At no point did LVMH publicly say &#8220;we want a discount.&#8221; The public statements were always framed around legal grounds, contractual obligations, and regulatory conditions. The outcome was financial, but the language was professional. In small business acquisitions, the same principle applies. The buyer who negotiates in a way that the seller can respect will close deals that the buyer who negotiates aggressively will not.</p><h2><strong>Coming Up in the Series</strong></h2><p>The deal is closed. The legal dispute is settled. Bernard Arnault has his American jewellery anchor.</p><p>Now comes the part that tests whether the BVLGARI playbook travels across the Atlantic.</p><p>BVLGARI kept its CEO for three years. Tiffany&#8217;s CEO was replaced on the same day the deal closed. BVLGARI preserved its Roman identity with minimal external intervention. Tiffany&#8217;s brand was actively repositioned, more aggressively than anything LVMH had attempted before. BVLGARI produced record results almost immediately. Tiffany produced record results in 2021 and 2022, then began to show the limits of the playbook in 2023 and 2024.</p><p>Part 4, Tiffany &amp; Co.: Reinventing an Icon, is the honest version of what happens when the greatest acquirer in the world meets a brand that requires something his model was not quite built for.</p><p>That issue will appear in Buyout Diary in the coming weeks.</p><p><em>Hit reply and tell me: what feels harder about deals to you right now, finding the right business to approach or holding your nerve through the negotiation once you have found it?</em></p><p>See you next Monday.<br>&#8203;<br>Alexander</p>]]></content:encoded></item><item><title><![CDATA[How to close your first European acquisition when the equity gap is real]]></title><description><![CDATA[Bank debt, seller financing, subsidies, and a capital partner &#8212; how the full stack fits together]]></description><link>https://www.buyoutdiary.com/p/how-to-close-your-first-european</link><guid isPermaLink="false">https://www.buyoutdiary.com/p/how-to-close-your-first-european</guid><dc:creator><![CDATA[Alexander Kelm]]></dc:creator><pubDate>Mon, 13 Apr 2026 06:30:00 GMT</pubDate><enclosure url="https://substackcdn.com/image/fetch/$s_!vNWw!,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F6e5d9a93-bc47-4fcc-a857-4146ef630a56_1440x1502.jpeg" length="0" type="image/jpeg"/><content:encoded><![CDATA[<p>Hello, and welcome back to <em>Buyout Diary</em>.</p><p>Most self-funded acquisition buyers hit the same wall.</p><p>The bank covers 60 to 70% of the purchase price. Personal equity covers another 10 to 15%. And then there is a gap. Not a fatal gap, but a real one. At that point most buyers do one of two things: they restructure the deal to need less capital, or they walk away.</p><p>The fear behind both choices is the same. Every story they have heard about bringing in outside capital ends badly. The investor gets a board seat. The investor gets veto rights. The investor gets preferred returns that mean the buyer is working for years before they see any meaningful upside. The buyer loses control of the thing they spent months finding and negotiating.</p><div class="subscription-widget-wrap-editor" data-attrs="{&quot;url&quot;:&quot;https://www.buyoutdiary.com/subscribe?&quot;,&quot;text&quot;:&quot;Subscribe&quot;,&quot;language&quot;:&quot;en&quot;}" data-component-name="SubscribeWidgetToDOM"><div class="subscription-widget show-subscribe"><div class="preamble"><p class="cta-caption">Thanks for reading Buyout Diary! Subscribe for free to receive new posts and support my work.</p></div><form class="subscription-widget-subscribe"><input type="email" class="email-input" name="email" placeholder="Type your email&#8230;" tabindex="-1"><input type="submit" class="button primary" value="Subscribe"><div class="fake-input-wrapper"><div class="fake-input"></div><div class="fake-button"></div></div></form></div></div><p>This issue covers the full capital stack for a self-funded acquisition, in the order that matters: bank debt, seller financing, government subsidies, and finally how to bring in a capital partner without handing over the keys.</p><p>You do not have to give up control to bring in an investor. Whether you give up control depends entirely on how you structure it.</p><div class="captioned-image-container"><figure><a class="image-link image2 is-viewable-img" target="_blank" href="https://substackcdn.com/image/fetch/$s_!vNWw!,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F6e5d9a93-bc47-4fcc-a857-4146ef630a56_1440x1502.jpeg" data-component-name="Image2ToDOM"><div class="image2-inset"><picture><source type="image/webp" srcset="https://substackcdn.com/image/fetch/$s_!vNWw!,w_424,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F6e5d9a93-bc47-4fcc-a857-4146ef630a56_1440x1502.jpeg 424w, https://substackcdn.com/image/fetch/$s_!vNWw!,w_848,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F6e5d9a93-bc47-4fcc-a857-4146ef630a56_1440x1502.jpeg 848w, https://substackcdn.com/image/fetch/$s_!vNWw!,w_1272,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F6e5d9a93-bc47-4fcc-a857-4146ef630a56_1440x1502.jpeg 1272w, https://substackcdn.com/image/fetch/$s_!vNWw!,w_1456,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F6e5d9a93-bc47-4fcc-a857-4146ef630a56_1440x1502.jpeg 1456w" sizes="100vw"><img src="https://substackcdn.com/image/fetch/$s_!vNWw!,w_1456,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F6e5d9a93-bc47-4fcc-a857-4146ef630a56_1440x1502.jpeg" width="1440" height="1502" data-attrs="{&quot;src&quot;:&quot;https://substack-post-media.s3.amazonaws.com/public/images/6e5d9a93-bc47-4fcc-a857-4146ef630a56_1440x1502.jpeg&quot;,&quot;srcNoWatermark&quot;:null,&quot;fullscreen&quot;:null,&quot;imageSize&quot;:null,&quot;height&quot;:1502,&quot;width&quot;:1440,&quot;resizeWidth&quot;:null,&quot;bytes&quot;:null,&quot;alt&quot;:null,&quot;title&quot;:null,&quot;type&quot;:null,&quot;href&quot;:null,&quot;belowTheFold&quot;:false,&quot;topImage&quot;:true,&quot;internalRedirect&quot;:null,&quot;isProcessing&quot;:false,&quot;align&quot;:null,&quot;offset&quot;:false}" class="sizing-normal" alt="" srcset="https://substackcdn.com/image/fetch/$s_!vNWw!,w_424,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F6e5d9a93-bc47-4fcc-a857-4146ef630a56_1440x1502.jpeg 424w, https://substackcdn.com/image/fetch/$s_!vNWw!,w_848,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F6e5d9a93-bc47-4fcc-a857-4146ef630a56_1440x1502.jpeg 848w, https://substackcdn.com/image/fetch/$s_!vNWw!,w_1272,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F6e5d9a93-bc47-4fcc-a857-4146ef630a56_1440x1502.jpeg 1272w, https://substackcdn.com/image/fetch/$s_!vNWw!,w_1456,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F6e5d9a93-bc47-4fcc-a857-4146ef630a56_1440x1502.jpeg 1456w" sizes="100vw" fetchpriority="high"></picture><div class="image-link-expand"><div class="pencraft pc-display-flex pc-gap-8 pc-reset"><button tabindex="0" type="button" class="pencraft pc-reset pencraft icon-container restack-image"><svg role="img" width="20" height="20" viewBox="0 0 20 20" fill="none" stroke-width="1.5" stroke="var(--color-fg-primary)" stroke-linecap="round" stroke-linejoin="round" xmlns="http://www.w3.org/2000/svg"><g><title></title><path d="M2.53001 7.81595C3.49179 4.73911 6.43281 2.5 9.91173 2.5C13.1684 2.5 15.9537 4.46214 17.0852 7.23684L17.6179 8.67647M17.6179 8.67647L18.5002 4.26471M17.6179 8.67647L13.6473 6.91176M17.4995 12.1841C16.5378 15.2609 13.5967 17.5 10.1178 17.5C6.86118 17.5 4.07589 15.5379 2.94432 12.7632L2.41165 11.3235M2.41165 11.3235L1.5293 15.7353M2.41165 11.3235L6.38224 13.0882"></path></g></svg></button><button tabindex="0" type="button" class="pencraft pc-reset pencraft icon-container view-image"><svg xmlns="http://www.w3.org/2000/svg" width="20" height="20" viewBox="0 0 24 24" fill="none" stroke="currentColor" stroke-width="2" stroke-linecap="round" stroke-linejoin="round" class="lucide lucide-maximize2 lucide-maximize-2"><polyline points="15 3 21 3 21 9"></polyline><polyline points="9 21 3 21 3 15"></polyline><line x1="21" x2="14" y1="3" y2="10"></line><line x1="3" x2="10" y1="21" y2="14"></line></svg></button></div></div></div></a></figure></div><h2>1. What the Capital Stack Actually Looks Like</h2><p>Before covering the structures in detail, it helps to see what a typical self-funded acquisition capital stack looks like in practice.</p><p>For a business with &#8364;500,000 EBITDA acquired at a 4 times multiple, the purchase price is &#8364;2 million.</p><p>A commercial bank comfortable with 3 times leverage might lend &#8364;1.5 million against that EBITDA. That covers 75% of the purchase price.</p><p>Your equity requirement to close the remaining 25% is &#8364;500,000.</p><p>If you have &#8364;200,000 in personal equity, you have a &#8364;300,000 gap.</p><p>That gap can be filled by a seller note. Or an earn-out. Or an investor. Or some combination of all three. The question is which combination gives you the best outcome on control, alignment, and long-term economics.</p><p>Each tool has different implications for your relationship with the seller, your relationship with a potential investor, and your own position in the business. Understanding them is not optional. It is the difference between a deal that closes on your terms and a deal that closes on someone else&#8217;s.</p><h2>2. Vendor Loan: The Seller Becomes Part of Your Capital Stack</h2><p>A vendor loan &#8212; <em>also called seller financing or a seller note</em> &#8212; is an arrangement in which the seller agrees to defer a portion of the purchase price and receive it in instalments over time, effectively acting as a lender to the buyer. The terms are interchangeable. In European M&amp;A practice, vendor loan is the more common label. In UK and US contexts you will hear seller financing or seller note. Same structure, different name.</p><p>It is more common than most buyers realise. According to <a href="https://www.dealsuite.com/en/blogs/m-a-deal-terms-report-november-2025-earn-outs-and-vendor-loans-on-the-rise-across-europe">&#8203;</a><strong><a href="https://www.dealsuite.com/en/blogs/m-a-deal-terms-report-november-2025-earn-outs-and-vendor-loans-on-the-rise-across-europe">Dealsuite&#8217;s M&amp;A Deal Terms Report</a></strong><a href="https://www.dealsuite.com/en/blogs/m-a-deal-terms-report-november-2025-earn-outs-and-vendor-loans-on-the-rise-across-europe">&#8203;</a> covering transactions from July 2024 to June 2025, based on data from 959 legal firms across Europe, 34% of European SME transactions included a vendor loan. And that number has been rising. The same research found that 42% of M&amp;A advisors reported an increase in vendor loan usage in recent transactions, driven partly by higher interest rates making bank financing more expensive and partly by valuation gaps that need creative bridging.</p><p>In the UK, estimates suggest that between 60 and 90% of small business acquisitions include some form of seller financing. On the continent, the proportion is lower but growing.</p><p><strong>Why sellers agree to it</strong></p><p>The conventional wisdom is that sellers want all their money at closing. That is true for some sellers, particularly those with urgent liquidity needs or those who have received multiple competitive offers. But for many succession sellers across Europe, the picture is more nuanced.</p><p>A seller financing a portion of the deal at 6 to 8% interest is earning a better return than they would get from a savings account or low-risk bonds. They remain financially connected to the business they spent decades building, which many sellers find emotionally easier than a clean break. And because repayment depends on the business performing, they have a genuine incentive to support the transition. The vendor loan turns the seller from a counterparty into an aligned partner.</p><p>There is also a pricing dynamic that buyers rarely appreciate. Research in the US market consistently shows that businesses sold with seller financing sell for 20 to 30% more than businesses sold for all cash. The seller is not just agreeing to defer payment. They are agreeing to take on risk. And they expect to be compensated for it, either through a higher headline price or through the interest they earn on the deferred amount. Understanding this framing changes how you negotiate the structure.</p><p><strong>How to structure it</strong></p><p>A vendor loan typically covers 10 to 30% of the purchase price, repaid over three to seven years at an interest rate of 6 to 10%. It sits subordinated to senior bank debt, meaning the bank gets repaid first in a distressed scenario. Most banks require this subordination clause as a condition of their own lending.</p><p>The key terms to negotiate are the repayment schedule, whether interest is payable from day one or deferred, and what happens in the event of default. A seller who is comfortable with the buyer and confident in the business will often accept more flexible terms. A seller who is uncertain about either will negotiate harder.</p><p>One practical point that catches buyers out: some European banks count a vendor loan as part of the buyer&#8217;s equity contribution, which can reduce the amount of personal capital required at closing. In the Netherlands in particular, BMKB-guaranteed loans have specific provisions around how vendor loan subordination is documented. Get advice from a Dutch acquisition lawyer before assuming your structure will pass bank credit committee.</p><p><strong>The trust signal</strong></p><p>Asking a seller for vendor financing is also a conversation about trust. It signals that you believe the business is strong enough to generate the cash to repay them. It aligns their interest in your success. And it demonstrates that you are not simply extracting value from the business immediately after close. For succession sellers, many of whom care deeply about what happens to the business and its staff after they leave, that signal matters.</p><h2>3. Earn-Outs: Bridging the Valuation Gap Without Overpaying</h2><p>An earn-out is a deal structure in which a portion of the purchase price is contingent on the business achieving specific financial targets after the acquisition closes. The buyer pays a lower price at closing and makes additional payments if and when the business performs as the seller projected.</p><p>Earn-outs are most useful when there is a genuine gap between what the seller believes the business is worth and what the buyer is willing to pay based on historical performance. They allow both parties to proceed without one of them having to capitulate on valuation. The seller effectively says &#8220;I believe this business will hit those numbers&#8221; and backs that belief with their own deferred payment. The buyer says &#8220;if you are right, I am happy to pay for it.&#8221;</p><p>According to Dealsuite&#8217;s 2025 data, in more than half of European transactions that included an earn-out, the deferred portion represented 10 to 20% of the total purchase price. That is a meaningful but not dominant share, which reflects the practical reality that sellers want the majority of their proceeds at closing and earn-outs become psychologically uncomfortable if they represent too large a proportion of the headline price.</p><p><strong>Where earn-outs work</strong></p><p>Earn-outs work best in three situations.</p><p>First, where the seller has been running the business with an unusually high personal revenue contribution. If the seller is responsible for 40% of client revenue through personal relationships, the business as it will exist under new ownership is genuinely different from the business as it existed under them. An earn-out that pays the seller more if they successfully transition those relationships to the new owner creates alignment rather than conflict.</p><p>Second, where the business has a strong recent growth trajectory that is not yet fully reflected in normalised EBITDA. A business that grew revenue 30% in the last twelve months but has not yet translated that growth into stable profit may be worth more than the historical EBITDA multiple suggests. An earn-out tied to sustaining that growth gives the buyer downside protection if the growth proves temporary and rewards the seller if it proves durable.</p><p>Third, where there is a genuine difference of view on market conditions rather than a straightforward disagreement on multiples. Both parties can be right simultaneously: the seller is right that the business has significant potential, the buyer is right that the potential has not yet been demonstrated. The earn-out lets both views coexist in the same transaction.</p><p><strong>Where earn-outs fail</strong></p><p>Earn-outs fail when the metrics are ambiguous, when the seller retains operational involvement that gives them influence over the results, or when the buyer makes decisions post-closing that affect performance in ways the earn-out agreement did not anticipate.</p><p>The most common failure mode in earn-outs at the SME level is a seller who agrees to an earn-out tied to EBITDA and then watches the new owner invest in the business in ways that depress short-term profitability. The buyer is building for the long term. The seller is watching their earn-out shrink. That tension is predictable and must be addressed in the agreement before close.</p><p>Keep earn-out metrics simple, make the measurement period no longer than two to three years, and ensure that major capital decisions by the buyer during the earn-out period are either excluded from the calculation or subject to seller consent.</p><h2>4. Bringing in an Investor Without Losing Control</h2><p>Now to the structure most first-time buyers misunderstand.</p><p>The reason most buyers fear investor involvement is that they are picturing the wrong type of investor. They are picturing a private equity fund with a three to five year exit horizon, a board seat, quarterly reporting requirements, and a preferred return that subordinates the buyer&#8217;s economics for years. That investor exists, and for a buyer building a long-term HoldCo, that investor is the wrong partner.</p><p>The right partner for a first-time buyer is a family office, a high-net-worth individual, or a fellow acquisition entrepreneur with capital to deploy. These investors think in decades, not fund cycles. They do not need a formal exit event to generate returns. They are flexible on governance because they are investing in you as much as in the business. They are often motivated by genuine interest in the deal and the sector rather than purely financial return maximisation.</p><p>What you are doing when you bring in this kind of partner is straightforward: you source the deal, structure it, negotiate it, and bring it to close. You find someone to provide the equity you cannot provide yourself. You operate the business. They provide capital and, typically, some oversight. Both of you share in the upside. No fund structure, no PE overhead, no exit pressure from limited partners.</p><p><strong>What the investor gets</strong></p><p>The investor typically receives a preferred return of 6 to 10% on their invested capital before any profits are split. After the preferred return is met, profits are distributed according to an agreed waterfall. The buyer-operator retains 70 to 80% of the economics on deals where they are providing meaningful equity alongside the investor, and somewhat less on deals where the investor is carrying the majority.</p><p>The investor may also receive a board observer seat, and will typically negotiate consent rights over major decisions: taking on new debt above an agreed threshold, making material changes to the business, or selling the company.</p><p>What they do not get, in a well-structured deal, is day-to-day operational control. That remains with you.</p><p><strong>Two negotiations, not one</strong></p><p>The most important thing to understand is that two negotiations are happening simultaneously. The negotiation with the seller and the negotiation with your investor. Both need to close. Neither should be subordinated to the other.</p><p>The conversation with your investor should happen early. You want to arrive at the seller&#8217;s table with a credible sense of your capital structure, not an open question about whether you can fund the deal. The earlier you have that conversation, the more flexibility you have to structure the deal in a way that works for both of you.</p><p>Before you approach any investor, have a clear answer to four questions. How much equity do you need from them? What governance rights are you willing to offer in exchange? What return structure are you proposing? And what is your plan for the business in years one, three, and five?</p><p><strong>Why family offices work well here</strong></p><p>Family offices are particularly well-suited as capital partners for acquisition buyers at this stage. They have long investment horizons that match a HoldCo model. They are comfortable with minority or co-investment positions. They do not impose the same exit pressure as institutional PE. And many family offices are themselves business-owning families who understand the operational reality of running a founder-led business.</p><p>The trust dynamic matters here. A family office investing in your acquisition is not just providing capital. They are extending their reputation alongside yours. Getting that first relationship right creates the foundation for every subsequent deal in your portfolio.</p><h2>5. How I Am Thinking About My First Acquisition</h2><p>I want to be honest about where I stand, because I think it is more useful than a theoretical framework.</p><p>I have not closed a deal yet. My first acquisition attempt did not happen for reasons unrelated to the structure, <em>that is a story for another issue</em>. But the capital stack I am planning for when the right deal comes is worth sharing, because I suspect the logic applies to a lot of people reading this.</p><p>On my first acquisition, my investor will carry a larger share of the equity than I will. That is not a reluctant concession. It is the deliberate structure I am planning for.</p><p>I have &#8364;100,000 of personal capital to put into a deal. I want bank debt to do the heavy lifting on the debt side, with the monthly loan service covered by the business&#8217;s own cash flow. I want a vendor loan from the seller where I can get one, because it aligns their interest in my success and reduces the equity I need to raise. I am actively looking at subsidy instruments in my target geographies to back the bank loan or bridge part of the gap. And after all of that, I will still need an investor to close the equity stack on most deals I am looking at.</p><p>One point worth adding here: <strong>the bank also wants to see your personal equity in the deal. It is not just about reducing the gap. It is a signal.</strong> A buyer with zero skin in the game is a different credit risk from a buyer who has committed their own capital alongside borrowed money. Most banks will not lend at all without seeing meaningful personal equity from the buyer. So your &#8364;100,000 is not just filling part of the stack. It is what makes the rest of the stack possible.</p><p>The investor I am looking for is not a passive cheque. <strong>I want smart money</strong>. Someone who has been through acquisitions before, who understands the succession market, who has opinions I can pressure-test my decisions against. A mentor with capital is worth more to me on deal one than a purely financial investor who is only tracking their preferred return.</p><p>In exchange for their capital and their involvement, that investor will receive a meaningful share of the economics. On a first deal where they are carrying most of the equity, that share will be larger than it would be on deal two or three, when I have a track record and can bring more of my own capital. That is the honest trade. I am paying for their capital and their experience with equity I would otherwise keep.</p><p>What I am not giving up is operational control. I run the business. I make the day-to-day decisions. I decide on strategy, on people, on how we operate. The investor has an observer seat. They have consent rights on major structural decisions, taking on significant new debt, selling the company. They do not run the business. That line is non-negotiable regardless of the equity split.</p><p>The reason I am comfortable giving up more economics on deal one is simple. A smaller share of a deal that closes is worth more than a larger share of a deal that never happens. And beyond the economics, the relationship with the right investor on deal one is one of the most valuable assets I can build going into deal two.</p><p>That is the structure I am building towards. The exact numbers will depend on what I find. But the logic is fixed.</p><h2>6. A Worked Example: How the Structures Combine</h2><p>Take a business generating &#8364;400,000 EBITDA, acquired at a 4.5 times multiple, for a total purchase price of &#8364;1.8 million.</p><p>A German regional bank, comfortable with a DSCR of 1.3 times and leverage of 3 times EBITDA, lends &#8364;1.2 million. That covers 67% of the purchase price.</p><p>The seller agrees to a vendor loan of &#8364;180,000, representing 10% of the price, repayable over five years at 7% interest. Subordinated to the bank debt, documented with a standstill agreement.</p><p>That leaves &#8364;420,000 in equity required to close.</p><p>The buyer contributes &#8364;120,000 of personal equity, roughly 7% of the purchase price.</p><p>A family office investor provides the remaining &#8364;300,000. In exchange, they receive a preferred return of 8% per annum on their &#8364;300,000 before any profit distributions, a single board observer seat with no voting rights, and consent rights over debt above &#8364;100,000 and any sale of the business. After the preferred return is met, profits split 75% to the buyer-operator and 25% to the investor.</p><p>The result: the buyer controls the business. The seller is aligned through the vendor loan. The investor has appropriate protection without day-to-day interference. The bank has its DSCR and its subordinated debt structure. Everyone&#8217;s interests point in the same direction.</p><p>This is not a theoretical structure. Variations of this model are closing every month across the continent.</p><h2>7. The Conversation to Have Before You Need It</h2><p>The most common mistake buyers make is waiting until they have a deal under LOI before having the investor conversation.</p><p>By then you are under time pressure. You are negotiating from weakness. And the investor knows it.</p><p>The right time to build the investor relationship is before you need the capital. Identify two or three potential investor partners in the next six months. Have the conversation about your acquisition strategy, your target sectors, your deal thesis, and your governance philosophy. Understand what they need in return. Build the relationship before there is a specific deal to discuss.</p><p>When the right deal arrives, you will be able to move quickly because the conversation will already be half complete.</p><div><hr></div><p><em>Hit reply and tell me: what feels harder to you right now, finding the right deal or finding the right capital structure to close it?</em></p><p>I read every reply.</p><p>See you next Monday. Alexander</p>]]></content:encoded></item><item><title><![CDATA[How Arnault integrated BVLGARI without destroying what made it valuable]]></title><description><![CDATA[The post-acquisition playbook most buyers never build]]></description><link>https://www.buyoutdiary.com/p/how-arnault-integrated-bvlgari-without</link><guid isPermaLink="false">https://www.buyoutdiary.com/p/how-arnault-integrated-bvlgari-without</guid><dc:creator><![CDATA[Alexander Kelm]]></dc:creator><pubDate>Mon, 06 Apr 2026 06:30:00 GMT</pubDate><enclosure url="https://substackcdn.com/image/fetch/$s_!VCNc!,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Fe8585cbb-9800-4a2e-b65d-0b408c3ee6bd_805x620.png" length="0" type="image/jpeg"/><content:encoded><![CDATA[<p>Hello, and welcome back to <em>Buyout Diary</em>.</p><p>If you missed Part 1 of this series, the short version is this. In March 2011, Bernard Arnault acquired BVLGARI for &#8364;4.3 billion in an all-stock deal that gave the Bulgari family 3% of LVMH in exchange for their controlling stake. He paid a 61% premium. He did it without a formal auction process. And within twelve months, LVMH&#8217;s Watches and Jewellery division had recorded a 98% revenue increase and a 107% profit increase, all attributed to that single acquisition.</p><p><a href="https://www.buyoutdiary.com/p/what-a-43-billion-deal-teaches-a">&#8203;Part 1 was about how Arnault found, courted, and structured the deal&#8203;</a>. This issue is about what he did next.</p><p><strong>Because the deal is the easy part.</strong> The integration is where most acquisitions fail, or where they quietly become something far better than anyone expected.</p><div class="subscription-widget-wrap-editor" data-attrs="{&quot;url&quot;:&quot;https://www.buyoutdiary.com/subscribe?&quot;,&quot;text&quot;:&quot;Subscribe&quot;,&quot;language&quot;:&quot;en&quot;}" data-component-name="SubscribeWidgetToDOM"><div class="subscription-widget show-subscribe"><div class="preamble"><p class="cta-caption">Thanks for reading Buyout Diary! Subscribe for free to receive new posts and support my work.</p></div><form class="subscription-widget-subscribe"><input type="email" class="email-input" name="email" placeholder="Type your email&#8230;" tabindex="-1"><input type="submit" class="button primary" value="Subscribe"><div class="fake-input-wrapper"><div class="fake-input"></div><div class="fake-button"></div></div></form></div></div><h2>1. What Happens After You Buy</h2><p>Most buyers spend months preparing for the close. The due diligence, the financing, the negotiation, the legal process, the announcement. And then the deal closes, the lawyers leave the room, and the real work begins. This is the moment most buyers are least prepared for.</p><p>Bernard Arnault does not obsess over the close. He obsesses over what comes after it.</p><p>This is not a philosophical distinction. It is a structural one. LVMH&#8217;s entire acquisition model is built around the assumption that buying a business is the beginning of a decades-long relationship, not the conclusion of a transaction. Every decision Arnault makes in a negotiation, including the structure, the price, the leadership arrangements, and the governance commitments, is made in service of what happens in the years that follow. He is not optimising for the best deal terms. He is optimising for the best integration conditions.</p><p>The BVLGARI integration between 2011 and 2014 is one of the clearest examples of this philosophy in action. A 127-year-old Italian family business, with a deeply ingrained culture, a founding family that had not relinquished operational involvement, a global retail footprint that needed urgent investment, and a brand identity that was both its greatest asset and its most fragile one, all absorbed into the world&#8217;s largest luxury conglomerate without a single public stumble.</p><p>How Arnault managed that tells you more about his model than the deal itself.</p><h2>2. The Governance Model: Autonomy With Accountability</h2><p>To understand how LVMH integrates businesses without destroying them, you have to understand the structure Arnault has built at the holding company level.</p><p>LVMH operates what it describes as a decentralised, federated model. Across more than 75 maisons spanning fashion, spirits, cosmetics, watches, jewellery, and selective retailing, each brand operates with significant autonomy. It has its own management team, its own creative direction, its own product strategy, and its own profit and loss account. The holding company does not impose a unified aesthetic, a shared product roadmap, or a centralised creative process. What it does provide is capital, distribution infrastructure, global purchasing power, and operational expertise that no individual brand could replicate on its own.</p><p>The governing principle is straightforward: <strong>autonomy with accountability</strong>. Each maison is trusted to run its own business. Each is held accountable for its financial performance. LVMH neither micromanages the creative process nor ignores the commercial results.</p><p><a href="https://www.bloomberg.com/news/articles/2011-03-07/bulgari-family-agrees-to-sell-a-controlling-stake-to-lvmh-in-share-swap">&#8203;When the BVLGARI combination was announced&#8203;</a>, LVMH was explicit about its intentions. The formal technical documentation stated that LVMH intended to preserve the identity and autonomy of the Bulgari group and the values which had contributed to the great success of the Bulgari name. This was not marketing language. It was a governance commitment embedded in the combination agreement itself.</p><p>For Arnault, this commitment is both ethical and commercial. Ethical because he understands that what makes a luxury brand valuable, its history, its craft, its cultural identity, cannot be manufactured or replaced once destroyed. Commercial because the premium LVMH paid for BVLGARI was precisely a premium for those qualities. Destroying them post-acquisition would be destroying the thing he paid for.</p><p>This is the insight that most acquisition buyers eventually learn the hard way. The business you acquire has value because of how it operates. Change how it operates too quickly and you may be left with the shell of what you paid for.</p><div class="captioned-image-container"><figure><a class="image-link image2 is-viewable-img" target="_blank" href="https://substackcdn.com/image/fetch/$s_!VCNc!,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Fe8585cbb-9800-4a2e-b65d-0b408c3ee6bd_805x620.png" data-component-name="Image2ToDOM"><div class="image2-inset"><picture><source type="image/webp" srcset="https://substackcdn.com/image/fetch/$s_!VCNc!,w_424,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Fe8585cbb-9800-4a2e-b65d-0b408c3ee6bd_805x620.png 424w, https://substackcdn.com/image/fetch/$s_!VCNc!,w_848,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Fe8585cbb-9800-4a2e-b65d-0b408c3ee6bd_805x620.png 848w, https://substackcdn.com/image/fetch/$s_!VCNc!,w_1272,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Fe8585cbb-9800-4a2e-b65d-0b408c3ee6bd_805x620.png 1272w, https://substackcdn.com/image/fetch/$s_!VCNc!,w_1456,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Fe8585cbb-9800-4a2e-b65d-0b408c3ee6bd_805x620.png 1456w" sizes="100vw"><img src="https://substackcdn.com/image/fetch/$s_!VCNc!,w_1456,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Fe8585cbb-9800-4a2e-b65d-0b408c3ee6bd_805x620.png" width="805" height="620" data-attrs="{&quot;src&quot;:&quot;https://substack-post-media.s3.amazonaws.com/public/images/e8585cbb-9800-4a2e-b65d-0b408c3ee6bd_805x620.png&quot;,&quot;srcNoWatermark&quot;:null,&quot;fullscreen&quot;:null,&quot;imageSize&quot;:null,&quot;height&quot;:620,&quot;width&quot;:805,&quot;resizeWidth&quot;:null,&quot;bytes&quot;:null,&quot;alt&quot;:null,&quot;title&quot;:null,&quot;type&quot;:null,&quot;href&quot;:null,&quot;belowTheFold&quot;:true,&quot;topImage&quot;:false,&quot;internalRedirect&quot;:null,&quot;isProcessing&quot;:false,&quot;align&quot;:null,&quot;offset&quot;:false}" class="sizing-normal" alt="" srcset="https://substackcdn.com/image/fetch/$s_!VCNc!,w_424,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Fe8585cbb-9800-4a2e-b65d-0b408c3ee6bd_805x620.png 424w, https://substackcdn.com/image/fetch/$s_!VCNc!,w_848,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Fe8585cbb-9800-4a2e-b65d-0b408c3ee6bd_805x620.png 848w, https://substackcdn.com/image/fetch/$s_!VCNc!,w_1272,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Fe8585cbb-9800-4a2e-b65d-0b408c3ee6bd_805x620.png 1272w, https://substackcdn.com/image/fetch/$s_!VCNc!,w_1456,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Fe8585cbb-9800-4a2e-b65d-0b408c3ee6bd_805x620.png 1456w" sizes="100vw" loading="lazy"></picture><div class="image-link-expand"><div class="pencraft pc-display-flex pc-gap-8 pc-reset"><button tabindex="0" type="button" class="pencraft pc-reset pencraft icon-container restack-image"><svg role="img" width="20" height="20" viewBox="0 0 20 20" fill="none" stroke-width="1.5" stroke="var(--color-fg-primary)" stroke-linecap="round" stroke-linejoin="round" xmlns="http://www.w3.org/2000/svg"><g><title></title><path d="M2.53001 7.81595C3.49179 4.73911 6.43281 2.5 9.91173 2.5C13.1684 2.5 15.9537 4.46214 17.0852 7.23684L17.6179 8.67647M17.6179 8.67647L18.5002 4.26471M17.6179 8.67647L13.6473 6.91176M17.4995 12.1841C16.5378 15.2609 13.5967 17.5 10.1178 17.5C6.86118 17.5 4.07589 15.5379 2.94432 12.7632L2.41165 11.3235M2.41165 11.3235L1.5293 15.7353M2.41165 11.3235L6.38224 13.0882"></path></g></svg></button><button tabindex="0" type="button" class="pencraft pc-reset pencraft icon-container view-image"><svg xmlns="http://www.w3.org/2000/svg" width="20" height="20" viewBox="0 0 24 24" fill="none" stroke="currentColor" stroke-width="2" stroke-linecap="round" stroke-linejoin="round" class="lucide lucide-maximize2 lucide-maximize-2"><polyline points="15 3 21 3 21 9"></polyline><polyline points="9 21 3 21 3 15"></polyline><line x1="21" x2="14" y1="3" y2="10"></line><line x1="3" x2="10" y1="21" y2="14"></line></svg></button></div></div></div></a><figcaption class="image-caption"></figcaption></figure></div><p><strong>The ETA parallel:</strong> In my MBA research on post-acquisition governance in HoldCo-style acquisitions, one of the clearest findings was that most successful acquirers adopt a hybrid approach: combining informal trust with lightweight formal mechanisms, and adapting governance to the maturity of the business and the operator rather than imposing a fixed template from the outside. That is precisely what LVMH does at scale. The federated model is not a rigid system. It is a framework that flexes around each maison&#8217;s own logic. For a self-funded buyer acquiring a founder-led business, the governance question is identical in kind if not in scale. How much do you change, and how quickly? Arnault&#8217;s answer is: very little, and very slowly. The business worked before you arrived. Your job in the first year is to understand why, not to prove that you know better.</p><h2>3. Leadership Continuity: The Transition That Did Not Break Anything</h2><p>The most immediate governance decision any acquirer faces is what to do about leadership. In most acquisitions, this is where the damage begins. The buyer brings in their own people. The institutional knowledge walks out the door with the departing management team. The employees who stayed begin updating their CVs.</p><p>Arnault&#8217;s approach to leadership transitions is one of the most consistent and deliberate aspects of his model, and the BVLGARI integration illustrates it precisely.</p><p><a href="https://archive.nytimes.com/dealbook.nytimes.com/2011/03/07/for-bulgari-lvmh-deal-paves-way-to-growth/">&#8203;Paolo and Nicola Bulgari remained Chairman and Vice Chairman&#8203;</a> of the BVLGARI board following the acquisition. Their continued presence was not ceremonial. It was a deliberate signal to everyone inside and outside the business that the brand&#8217;s heritage was being protected, not overwritten.</p><p>Francesco Trapani, who had run BVLGARI for 27 years and orchestrated its transformation from a &#8364;25 million jewellery company into a &#8364;1.5 billion global luxury group, did not step aside. He was elevated. Trapani joined LVMH&#8217;s Executive Committee and took over the management of the enlarged LVMH Watches and Jewellery division, overseeing not just BVLGARI but Tag Heuer, Chaumet, Zenith, Hublot, Fred, and De Beers alongside it. The man who built BVLGARI was given responsibility for everything Arnault was building in that category.</p><p>This arrangement served multiple purposes simultaneously. It gave Trapani a platform that matched his ambition and his track record, removing any incentive he might have had to leave and build elsewhere. It gave LVMH the operational expertise of someone who had spent nearly three decades building relationships with suppliers, craftspeople, retailers, and customers across the jewellery industry. And it gave the BVLGARI brand and its employees the continuity of seeing a familiar face at the helm during the most uncertain phase of any acquisition.</p><p>Trapani led the LVMH Watches and Jewellery division until 2014. Three years of controlled transition. By the time he departed, BVLGARI was no longer a newly acquired asset being carefully managed. It was the centrepiece and template of LVMH&#8217;s jewellery strategy going forward.</p><p><strong>The ETA parallel:</strong> My MBA research identified seller continuity as one of the most consistent cross-theme findings across all eleven interviews with acquisition entrepreneurs. One participant described it plainly: &#8220;The seller actually stayed on as my employee. It was easier to get that documentation out of his head.&#8221; Another sought sellers willing to stay for one to two years specifically to surface undocumented knowledge embedded in customer relationships, team dynamics, and informal processes. Where sellers departed abruptly, whether due to health, emotional detachment, or poorly structured handovers, operational gaps emerged that took months to close. The research also identified operator fit as a critical determinant of governance success, encompassing not just technical skills but cultural alignment, leadership readiness, and motivational congruence. Trapani&#8217;s elevation rather than replacement is a masterclass in all three. Arnault did not install a stranger. He retained and empowered the person who already understood every dimension of what he had just acquired.</p><h2>4. Financial and Strategic Integration: Where the Premium Gets Earned Back</h2><p>The financial case for the BVLGARI acquisition was built on a specific thesis. BVLGARI had the brand. LVMH had the platform. Together they could do things neither could do alone.</p><p><a href="https://www.reuters.com/article/world/lvmh-bags-jeweller-bulgari-in-52-billion-deal-idUSTRE7261BS/#:~:text=The%20deal%20valued%20Bulgari%20on,of%20operating%20profit%2C%20analysts%20estimated.">&#8203;The combination promised synergies in purchasing and distribution&#8203;</a>, expanded retail presence particularly in Asia, and access to LVMH&#8217;s global infrastructure across more than 5,000 stores in 80 countries. Trapani himself said at the time that the entrance into LVMH would allow BVLGARI to reinforce its worldwide growth and to realise noteworthy synergies, in particular in the areas of purchasing and distribution.</p><p>The financial results of the first years confirmed the thesis. In 2011 alone, the Watches and Jewellery division recorded a 98% revenue increase and a 107% profit increase, all attributed to the BVLGARI consolidation. The division&#8217;s share of LVMH&#8217;s total gross revenue jumped from 4.85% in 2010 to 8.24% in 2011. In 2012, the division continued with a 46% revenue increase and a 26% profit increase, exceeding every other LVMH business group in growth rate.</p><p>But the most significant financial decision Arnault made post-acquisition was not about extracting synergies. It was about reinvesting in the brand&#8217;s physical infrastructure at a pace the Bulgari family could never have managed independently.</p><p>LVMH committed significant capital to opening new BVLGARI flagship stores in the highest-value retail locations globally, with particularly strong expansion in Asia, a market where the brand had significant recognition but limited physical presence. In 2017 alone, BVLGARI achieved excellent performance and continued to gain market share thanks to the strength of its iconic lines Serpenti, B.Zero1, Diva, and Octo, with growth particularly strong in Asia, the United States, and Europe.</p><p>The most visible long-term capital commitment was the Valenza manufacturing facility. In 2017, LVMH opened <a href="https://news.centurionjewelry.com/articles/detail/bulgari-opens-worlds-largest-monobrand-jewellery-production-site-in-valenza#:~:text=Bulgari%2C%20acquired%20by%20LVMH%20in%202011%20for,the%20region%2C%20which%20have%20now%20been%20consolidated.">&#8203;what was then Europe&#8217;s largest jewellery manufacturing site&#8203;</a> for BVLGARI in Valenza, Italy, the heart of the country&#8217;s goldsmithing district, with 370 artisans. By 2025, that facility had grown from 14,000 to 33,000 square metres and now employs 1,100 artisans from more than 30 nationalities. BVLGARI has since expanded it further, declaring it the world&#8217;s largest single-brand jewellery manufacturing site, with plans to grow to 1,600 artisans by 2029.</p><div class="captioned-image-container"><figure><a class="image-link image2 is-viewable-img" target="_blank" href="https://substackcdn.com/image/fetch/$s_!2_Dh!,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F3af883cf-e7b6-4939-87c3-ef5e4f610f89_805x608.png" data-component-name="Image2ToDOM"><div class="image2-inset"><picture><source type="image/webp" srcset="https://substackcdn.com/image/fetch/$s_!2_Dh!,w_424,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F3af883cf-e7b6-4939-87c3-ef5e4f610f89_805x608.png 424w, https://substackcdn.com/image/fetch/$s_!2_Dh!,w_848,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F3af883cf-e7b6-4939-87c3-ef5e4f610f89_805x608.png 848w, https://substackcdn.com/image/fetch/$s_!2_Dh!,w_1272,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F3af883cf-e7b6-4939-87c3-ef5e4f610f89_805x608.png 1272w, https://substackcdn.com/image/fetch/$s_!2_Dh!,w_1456,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F3af883cf-e7b6-4939-87c3-ef5e4f610f89_805x608.png 1456w" sizes="100vw"><img src="https://substackcdn.com/image/fetch/$s_!2_Dh!,w_1456,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F3af883cf-e7b6-4939-87c3-ef5e4f610f89_805x608.png" width="805" height="608" data-attrs="{&quot;src&quot;:&quot;https://substack-post-media.s3.amazonaws.com/public/images/3af883cf-e7b6-4939-87c3-ef5e4f610f89_805x608.png&quot;,&quot;srcNoWatermark&quot;:null,&quot;fullscreen&quot;:null,&quot;imageSize&quot;:null,&quot;height&quot;:608,&quot;width&quot;:805,&quot;resizeWidth&quot;:null,&quot;bytes&quot;:null,&quot;alt&quot;:null,&quot;title&quot;:null,&quot;type&quot;:null,&quot;href&quot;:null,&quot;belowTheFold&quot;:true,&quot;topImage&quot;:false,&quot;internalRedirect&quot;:null,&quot;isProcessing&quot;:false,&quot;align&quot;:null,&quot;offset&quot;:false}" class="sizing-normal" alt="" srcset="https://substackcdn.com/image/fetch/$s_!2_Dh!,w_424,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F3af883cf-e7b6-4939-87c3-ef5e4f610f89_805x608.png 424w, https://substackcdn.com/image/fetch/$s_!2_Dh!,w_848,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F3af883cf-e7b6-4939-87c3-ef5e4f610f89_805x608.png 848w, https://substackcdn.com/image/fetch/$s_!2_Dh!,w_1272,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F3af883cf-e7b6-4939-87c3-ef5e4f610f89_805x608.png 1272w, https://substackcdn.com/image/fetch/$s_!2_Dh!,w_1456,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F3af883cf-e7b6-4939-87c3-ef5e4f610f89_805x608.png 1456w" sizes="100vw" loading="lazy"></picture><div class="image-link-expand"><div class="pencraft pc-display-flex pc-gap-8 pc-reset"><button tabindex="0" type="button" class="pencraft pc-reset pencraft icon-container restack-image"><svg role="img" width="20" height="20" viewBox="0 0 20 20" fill="none" stroke-width="1.5" stroke="var(--color-fg-primary)" stroke-linecap="round" stroke-linejoin="round" xmlns="http://www.w3.org/2000/svg"><g><title></title><path d="M2.53001 7.81595C3.49179 4.73911 6.43281 2.5 9.91173 2.5C13.1684 2.5 15.9537 4.46214 17.0852 7.23684L17.6179 8.67647M17.6179 8.67647L18.5002 4.26471M17.6179 8.67647L13.6473 6.91176M17.4995 12.1841C16.5378 15.2609 13.5967 17.5 10.1178 17.5C6.86118 17.5 4.07589 15.5379 2.94432 12.7632L2.41165 11.3235M2.41165 11.3235L1.5293 15.7353M2.41165 11.3235L6.38224 13.0882"></path></g></svg></button><button tabindex="0" type="button" class="pencraft pc-reset pencraft icon-container view-image"><svg xmlns="http://www.w3.org/2000/svg" width="20" height="20" viewBox="0 0 24 24" fill="none" stroke="currentColor" stroke-width="2" stroke-linecap="round" stroke-linejoin="round" class="lucide lucide-maximize2 lucide-maximize-2"><polyline points="15 3 21 3 21 9"></polyline><polyline points="9 21 3 21 3 15"></polyline><line x1="21" x2="14" y1="3" y2="10"></line><line x1="3" x2="10" y1="21" y2="14"></line></svg></button></div></div></div></a><figcaption class="image-caption"></figcaption></figure></div><p><strong>This is not operational efficiency</strong>. It is a decades-long capital allocation decision rooted in a conviction that the brand&#8217;s manufacturing heritage is a competitive advantage worth protecting and expanding. Arnault reinvested in the thing that made BVLGARI exceptional rather than replacing it with something cheaper and more scalable.</p><div class="captioned-image-container"><figure><a class="image-link image2 is-viewable-img" target="_blank" href="https://substackcdn.com/image/fetch/$s_!SQj5!,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F8d956b58-7a71-4901-bb85-25fa68ba5a79_815x605.png" data-component-name="Image2ToDOM"><div class="image2-inset"><picture><source type="image/webp" srcset="https://substackcdn.com/image/fetch/$s_!SQj5!,w_424,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F8d956b58-7a71-4901-bb85-25fa68ba5a79_815x605.png 424w, https://substackcdn.com/image/fetch/$s_!SQj5!,w_848,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F8d956b58-7a71-4901-bb85-25fa68ba5a79_815x605.png 848w, https://substackcdn.com/image/fetch/$s_!SQj5!,w_1272,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F8d956b58-7a71-4901-bb85-25fa68ba5a79_815x605.png 1272w, https://substackcdn.com/image/fetch/$s_!SQj5!,w_1456,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F8d956b58-7a71-4901-bb85-25fa68ba5a79_815x605.png 1456w" sizes="100vw"><img src="https://substackcdn.com/image/fetch/$s_!SQj5!,w_1456,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F8d956b58-7a71-4901-bb85-25fa68ba5a79_815x605.png" width="815" height="605" data-attrs="{&quot;src&quot;:&quot;https://substack-post-media.s3.amazonaws.com/public/images/8d956b58-7a71-4901-bb85-25fa68ba5a79_815x605.png&quot;,&quot;srcNoWatermark&quot;:null,&quot;fullscreen&quot;:null,&quot;imageSize&quot;:null,&quot;height&quot;:605,&quot;width&quot;:815,&quot;resizeWidth&quot;:null,&quot;bytes&quot;:null,&quot;alt&quot;:null,&quot;title&quot;:null,&quot;type&quot;:null,&quot;href&quot;:null,&quot;belowTheFold&quot;:true,&quot;topImage&quot;:false,&quot;internalRedirect&quot;:null,&quot;isProcessing&quot;:false,&quot;align&quot;:null,&quot;offset&quot;:false}" class="sizing-normal" alt="" srcset="https://substackcdn.com/image/fetch/$s_!SQj5!,w_424,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F8d956b58-7a71-4901-bb85-25fa68ba5a79_815x605.png 424w, https://substackcdn.com/image/fetch/$s_!SQj5!,w_848,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F8d956b58-7a71-4901-bb85-25fa68ba5a79_815x605.png 848w, https://substackcdn.com/image/fetch/$s_!SQj5!,w_1272,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F8d956b58-7a71-4901-bb85-25fa68ba5a79_815x605.png 1272w, https://substackcdn.com/image/fetch/$s_!SQj5!,w_1456,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F8d956b58-7a71-4901-bb85-25fa68ba5a79_815x605.png 1456w" sizes="100vw" loading="lazy"></picture><div class="image-link-expand"><div class="pencraft pc-display-flex pc-gap-8 pc-reset"><button tabindex="0" type="button" class="pencraft pc-reset pencraft icon-container restack-image"><svg role="img" width="20" height="20" viewBox="0 0 20 20" fill="none" stroke-width="1.5" stroke="var(--color-fg-primary)" stroke-linecap="round" stroke-linejoin="round" xmlns="http://www.w3.org/2000/svg"><g><title></title><path d="M2.53001 7.81595C3.49179 4.73911 6.43281 2.5 9.91173 2.5C13.1684 2.5 15.9537 4.46214 17.0852 7.23684L17.6179 8.67647M17.6179 8.67647L18.5002 4.26471M17.6179 8.67647L13.6473 6.91176M17.4995 12.1841C16.5378 15.2609 13.5967 17.5 10.1178 17.5C6.86118 17.5 4.07589 15.5379 2.94432 12.7632L2.41165 11.3235M2.41165 11.3235L1.5293 15.7353M2.41165 11.3235L6.38224 13.0882"></path></g></svg></button><button tabindex="0" type="button" class="pencraft pc-reset pencraft icon-container view-image"><svg xmlns="http://www.w3.org/2000/svg" width="20" height="20" viewBox="0 0 24 24" fill="none" stroke="currentColor" stroke-width="2" stroke-linecap="round" stroke-linejoin="round" class="lucide lucide-maximize2 lucide-maximize-2"><polyline points="15 3 21 3 21 9"></polyline><polyline points="9 21 3 21 3 15"></polyline><line x1="21" x2="14" y1="3" y2="10"></line><line x1="3" x2="10" y1="21" y2="14"></line></svg></button></div></div></div></a><figcaption class="image-caption"></figcaption></figure></div><p><strong>The ETA parallel:</strong> Arnault&#8217;s capital allocation model has a direct equivalent at the SME level. When you acquire a business, the first question is not how to cut costs. It is which parts of the business are worth reinvesting in because they are genuinely exceptional and defensible. The business owner spent years building those parts. Your job is to identify them and fund them properly, perhaps for the first time. That is where the premium gets earned back. My MBA research found that phased delegation worked best when acquirers began with operational support before gradually transferring full profit and loss responsibility, and that control mechanisms such as dashboards, financial reporting, and strategic check-ins ensured accountability without tipping into micromanagement. The same logic applies to capital: deploy it in phases, anchored to what the business tells you rather than what your model assumes.</p><h2>5. Cultural Integration: Preserving the Roman Soul</h2><p>BVLGARI is, in the most precise sense, a Roman brand. Not Italian in the general sense, but specifically Roman. The bold colours, the architectural forms, the references to ancient mythology and classical antiquity: the design language of BVLGARI is inseparable from the city it was born in and the culture it grew out of.</p><p><strong>This identity is not marketing</strong>. It is the foundation of why the brand commands the prices it charges and attracts the customers it attracts. Dilute it, and you dilute the thing the customer is paying for.</p><p>Arnault understood this before he bought the business. <a href="https://www.thestar.com/business/luxury-goods-giant-lvmh-to-acquire-bulgari/article_7bb80902-5a29-5273-8ee6-4216aa090c8f.html">&#8203;The cultural commitments built into the combination agreement&#8203;</a>were not afterthoughts. LVMH committed to preserving the Bulgari identity and the values that had made it one of the most attractive names in the luxury sector. The headquarters remained in Rome. The design direction remained distinctly BVLGARI. The brand did not become a generic LVMH house. It remained, and remains today, unmistakably itself.</p><p><a href="https://cpp-luxury.com/lvmh-consolidates-luxury-hospitality-should-bvlgari-hotels-follow-suit/#:~:text=Integrating%20Bulgari%20Hotels%20into%20LVMH,incident%20may%20not%20have%20happened.">&#8203;BVLGARI&#8217;s hotel operations&#8203;</a> present an interesting case study within the broader integration. The Bulgari Hotels and Resorts joint venture with Marriott predated the LVMH acquisition, and the question of how that operation would sit within the LVMH structure required careful handling. The answer was consistent with the broader philosophy: the brand identity was preserved, the properties remained distinctly BVLGARI in their aesthetic and positioning, and LVMH&#8217;s resources enabled the expansion of the portfolio rather than the consolidation of it.</p><p>LVMH uses brand identity as a governance mechanism in a way that most acquirers never attempt. Rather than imposing holding company standards on acquired businesses, a common approach that tends to flatten the distinctive qualities that made the business worth acquiring in the first place, Arnault uses each brand&#8217;s own identity as the standard against which decisions are made. The question is not whether a decision fits the LVMH playbook. It is whether it fits what BVLGARI is.</p><p>This approach requires a level of intellectual humility that is genuinely rare in acquirers. It means accepting that the business you bought knows things about itself that you do not yet know. It means resisting the temptation to impose your own frameworks before you have earned the right to do so.</p><p><strong>The ETA parallel:</strong> The businesses with the deepest succession opportunities across Europe and the UK are the ones most rooted in a specific local identity. A local family-run maintenance business has its own culture: relationships with specific suppliers, a reputation with specific customers, a way of doing things that took decades to build. My MBA research found that one of the most disruptive things a new acquirer can do is implement technology or system changes too quickly, before understanding how the existing infrastructure was serving the business. One participant described a situation where a buyer changed the point-of-sale system, the internet infrastructure, and the operational software in the first weeks, and nothing worked. The business lost continuity it had taken the previous owner years to build. The buyer who arrives with a playbook from another context and applies it immediately will destroy that culture before they understand what it was worth.</p><h2>6. Results, Lessons, and the Template It Created</h2><p><a href="https://nationaljeweler.com/articles/14647-tiffany-co-bulgari-sales-resilient-as-lvmh-s-2025-sales-slip">&#8203;BVLGARI&#8217;s sales resilience within LVMH has been documented consistently&#8203;</a> even as the broader luxury market has faced pressure. In fiscal year 2023, Bulgari Gioielli S.p.A. recorded a net profit increase of over 60%, with revenue growth of approximately 22% and operating income growth of over 53%, outperforming the overall personal luxury goods market which grew at a more modest 4 to 5% during the same period. In LVMH&#8217;s 2025 results, BVLGARI was cited among the brands demonstrating resilience even as the group&#8217;s overall Watches and Jewellery segment faced headwinds.</p><p>From a &#8364;890.5 million revenue business struggling with post-recession cash flow in 2010 to a brand generating revenues that have grown multiples beyond that figure, the compounding effect of patient, well-structured integration over more than a decade is visible in the numbers.</p><p><a href="https://bsic.it/lvmh-acquires-tiffanyco-for-16-2bn/#:~:text=The%20company%20has%20been%20actively%20and%20progressively,via%20its%20acquisition%20over%20Bulgari%20in%202011.">&#8203;BVLGARI became the template for LVMH&#8217;s later jewellery acquisitions&#8203;</a>, most notably the 2021 acquisition of Tiffany &amp; Co. for $15.8 billion, the largest deal in LVMH&#8217;s history. The governance model, the leadership transition approach, the cultural preservation philosophy, and the capital reinvestment strategy developed through the BVLGARI integration were all applied again, at significantly greater scale, when LVMH absorbed the American institution.</p><p><a href="https://en.worldtempus.com/article/events/ninth-gathering-nine-brands-first-lvmh-watch-week-2025-80099.html">&#8203;LVMH Watch Week&#8203;</a>, the group&#8217;s annual gathering of its watches and jewellery maisons, now features BVLGARI as a centrepiece brand, demonstrating how fully it has been woven into the LVMH ecosystem without losing its individual identity. The brand attends alongside TAG Heuer, Hublot, Zenith, and the others as an equal participant, not a subordinate one.</p><p>Three lessons that apply at every deal size:</p><p><strong>Governance must fit the business, not the spreadsheet.</strong> LVMH&#8217;s federated model works because it starts from what each brand is rather than what the holding company needs. My MBA research found that the most effective acquirers design governance structures adaptively, blending informal trust with lightweight formal mechanisms, rather than applying a fixed template regardless of the business&#8217;s maturity or cultural context. If your governance structure requires the business to become something different in order to perform, you have the wrong structure.</p><p><strong>Delegate with frameworks, not with rules.</strong> BVLGARI&#8217;s management team was trusted to run the brand according to its own values and logic, supported by LVMH&#8217;s resources and held accountable for results. That is not the same as giving them free rein. It is giving them clear accountability with the tools to meet it. The research found that delegation maturity increased in line with the confidence, systems, and trust established following the acquisition. It is a process, not a handover.</p><p><strong>Balance legacy and performance.</strong> The tension between preserving what made a business worth acquiring and pushing it to perform at a higher level is permanent. Arnault does not resolve that tension. He manages it continuously. The 127-year-old Roman jeweller now operates out of the world&#8217;s largest single-brand jewellery manufacturing facility. Both things are true simultaneously.</p><h2>Coming Up in the Series</h2><p>Next in the Luxury Lessons series: <strong>Tiffany &amp; Co.</strong></p><p>A different deal entirely. Bigger, more complicated, and involving a negotiation that broke down publicly, went to court, and was eventually resolved at a renegotiated price nine years after BVLGARI and with a very different set of conditions.</p><p>Everything Arnault learned from BVLGARI he applied to Tiffany. And everything that made Tiffany harder is worth understanding if you want to know what the limits of his model look like.</p><p>That issue will appear in Buyout Diary in the coming weeks.</p><p><strong>One last thing before you go</strong>.</p><p>The BVLGARI integration worked because Arnault had thought carefully about every one of these dimensions before the ink dried. Most buyers have not. If you are in the middle of a search, have recently acquired, or are an investor thinking about what good post-acquisition governance looks like in the European market, I would genuinely like to hear from you.</p><p><em>Hit reply and tell me: what is the hardest part of the post-acquisition phase that nobody talks about honestly?</em></p><p><em>I read every reply.</em></p><p>See you next Monday. </p><p>Alexander</p>]]></content:encoded></item><item><title><![CDATA[Before the bank opens your file, they have already decided]]></title><description><![CDATA[What European lenders are really thinking in the first meeting, and how to be ready for it]]></description><link>https://www.buyoutdiary.com/p/before-the-bank-opens-your-file-they</link><guid isPermaLink="false">https://www.buyoutdiary.com/p/before-the-bank-opens-your-file-they</guid><dc:creator><![CDATA[Alexander Kelm]]></dc:creator><pubDate>Mon, 30 Mar 2026 06:30:00 GMT</pubDate><enclosure url="https://substack-post-media.s3.amazonaws.com/public/images/68802283-687f-4047-b430-45d5a2a5a886_2490x3113.jpeg" length="0" type="image/jpeg"/><content:encoded><![CDATA[<p>Hello, and welcome back to <em>Buyout Diary</em>.</p><p>Most acquisition entrepreneurs approach a bank the way they approach a negotiation with a seller.</p><div class="subscription-widget-wrap-editor" data-attrs="{&quot;url&quot;:&quot;https://www.buyoutdiary.com/subscribe?&quot;,&quot;text&quot;:&quot;Subscribe&quot;,&quot;language&quot;:&quot;en&quot;}" data-component-name="SubscribeWidgetToDOM"><div class="subscription-widget show-subscribe"><div class="preamble"><p class="cta-caption">Thanks for reading Buyout Diary! Subscribe for free to receive new posts and support my work.</p></div><form class="subscription-widget-subscribe"><input type="email" class="email-input" name="email" placeholder="Type your email&#8230;" tabindex="-1"><input type="submit" class="button primary" value="Subscribe"><div class="fake-input-wrapper"><div class="fake-input"></div><div class="fake-button"></div></div></form></div></div><p>They prepare their numbers. They build their case. They walk in with a clear ask.</p><p>Then they get a response they did not expect, or no response at all, and they do not fully understand why.</p><p>The reason is almost always the same. They were thinking like a buyer. The bank was thinking like a bank. And those are two fundamentally different ways of looking at the same deal.</p><p>This issue is about the second one. Not the mechanics of what a bank requires, though those matter and we will cover them. But the underlying logic. The way a credit officer actually reads a file, what they are afraid of, and what makes them feel confident enough to say yes.</p><p>Once you understand how the bank thinks, you can prepare for a financing conversation in a way that addresses the real concerns rather than just the stated ones.</p><h2>1. What the Bank Is Actually Afraid Of</h2><p>Here is the thing about bank lending that most buyers never quite internalise.</p><p>The bank does not share in your upside.</p><p>If your acquisition goes spectacularly well, the bank gets its interest and its principal back. That is it. The bank does not participate in the growth, the equity appreciation, or the compounding value of the business you have built. Their return is capped.</p><p>What is not capped is their downside. If the acquisition goes badly, the bank loses money. In a worst case, they lose principal.</p><p>This asymmetry shapes everything about how a credit officer approaches a file. They are not evaluating your opportunity. They are evaluating your risk of failure and its consequences for them.</p><p>This sounds obvious when stated plainly. But most buyers forget it the moment they walk into a meeting. They lead with the opportunity: the succession gap, the undervalued asset, the growth potential. The bank is barely listening. They are thinking about the three things that could go wrong and whether they would get their money back if any of them materialised.</p><p>Understanding this one thing changes how you prepare every financing conversation you will ever have.</p><p>The question is not <em>&#8220;why is this a good deal?&#8221;</em> The question is <em>&#8220;what could kill this deal and why won&#8217;t it?&#8221;</em></p><h2>2. The Four Things a Credit Officer Needs to Feel</h2><p>Before a European SME acquisition lender opens your financial model, they are forming a view on four things. None of them are numbers.</p><p><strong>Can this buyer run this business?</strong></p><p>The credit officer is looking at your background and asking whether there is a credible story connecting your experience to the business you want to acquire. You do not need to have run an identical business. But there needs to be a thread. Someone with a background in technical services applying to acquire a fire protection company is a coherent story. Someone with no operational experience in any relevant sector applying for the same deal has a harder conversation ahead.</p><p><strong>Is this business actually sustainable without the current owner?</strong></p><p>This is the question most buyers underestimate. The bank is not just underwriting the business as it exists today. They are underwriting the business as it will exist after the owner leaves. If the majority of the revenue is tied to personal relationships the current owner holds, or the business cannot function without the founder&#8217;s daily involvement, the bank is looking at a very different risk profile than the historical financials suggest. They will ask about customer concentration, key person dependency, and what happens to contracts and relationships post-transition.</p><p><strong>Is the deal priced sensibly?</strong></p><p>Banks do not approve acquisitions at any price. They have implicit views on what a business in a given sector should trade at, and if your offer price implies a multiple that feels stretched relative to their experience, the conversation will become more difficult regardless of the DSCR. The bank is thinking about what the business would be worth in a forced sale. That number is almost always lower than what you are paying.</p><p><strong>Can the bank get their money back if everything goes wrong?</strong></p><p>This is the collateral question, and it sits underneath every other part of the conversation. What assets does the business hold? What is the quality of the receivables? Is there real estate that could be used as security? Even if the answer is limited, demonstrating that you have thought about this and have a coherent answer is better than not having considered it.</p><h2>3. What I Learned on Both Sides of the Table</h2><p>I want to share something personal here, because it changes how I think about every financing conversation I have now.</p><p>Earlier this year I had a meeting with a local German bank about acquisition financing. I prepared properly beforehand: I researched what subsidy programmes and loan instruments were available in that region, what the bank&#8217;s typical criteria looked like, and what kind of documentation they would want to see. I brought a condensed version of my investor PPM, not the full strategic detail I would share with a family office, but a bank-appropriate version focused on the numbers, the use of funds, the repayment logic, and my background.</p><p>Nothing happened in that first meeting. No loan was discussed, no terms were offered. And that was exactly right.</p><p>The first meeting with a bank is not about the loan. It is about building trust. It is the same process as building trust with a seller or with an investor. You are beginning a relationship, not closing a transaction. The buyers who walk into a first bank meeting expecting an answer walk out frustrated. The buyers who walk in knowing they are planting a seed walk out with a second meeting scheduled.</p><p>What I also brought to that conversation is something that most acquisition buyers in Europe do not have: <strong>I have sat on the other side of the table.</strong></p><p>Before I started searching, I spent time in the B2B debt advisory divisions of two German banks. I was the person doing the background checks, reviewing the files, and asking the questions that determined whether a lending relationship would proceed. So when I prepare for a bank meeting now, I am not guessing at what they are looking for. I have been the one looking.</p><p>Here is what we were actually checking as bankers, in roughly the order it mattered:</p><p><strong>The person first.</strong> What is their background, what have they built or managed, and does their experience create a credible connection to what they want to finance? The file review started with the person, not the numbers.</p><p><strong>The use of funds.</strong> Not just the total amount, but the exact breakdown. How much is for the acquisition itself, and how much is earmarked for working capital? A buyer who has thought through the working capital requirement post-acquisition signals operational maturity. A buyer who has only thought about the purchase price signals that they have not run a business before.</p><p><strong>The payback logic.</strong> Not just <em>&#8220;can the business service the debt?&#8221;</em> but <em>&#8220;has this buyer actually built a monthly cash flow model that shows how the debt gets paid down over time?&#8221; </em>A coherent financing strategy, showing that you have modelled the debt repayment month by month, is one of the clearest signals that a buyer thinks like an owner rather than like an opportunist.</p><p><strong>The credit position.</strong> What is the buyer&#8217;s personal credit history? Are there existing liabilities that affect the picture? This is not negotiable. It is the baseline before anything else gets evaluated.</p><p><strong>The stability of the business and its market.</strong> A business in a sector facing structural headwinds is a harder conversation than the same DSCR in a stable or growing sector. The banker will form a view on this independently, but you can get ahead of it by bringing your own market data. If you have already thought about where the sector is going and why the business is positioned to weather it, say so.</p><p><strong>The practical implication of all of this is simple. </strong>Before you walk into any European bank for a first acquisition financing meeting, prepare a bank-version document. Not your full PPM and not a vague business plan. A focused, clear, well-structured presentation that answers the questions above before they are asked. Make it easy to follow. Create a story, not a spreadsheet dump.</p><p>When the banker asks follow-up questions, and they will, usually in writing after the first meeting, you want to be the person who already has the answer. That moment, where you send back exactly what was requested before they have finished formulating the email, is worth more than any single number in your financial model.</p><h2>4. The Numbers That Actually Matter</h2><p>Once the credit officer has formed a positive view on those four qualitative questions, they open the model. And here is what they are looking at.</p><p><strong>Debt Service Coverage Ratio</strong></p><p>DSCR is the single most important number in any acquisition financing conversation. It measures whether the business generates enough cash flow to service the debt you are taking on to buy it. The formula is simple: adjusted EBITDA divided by total annual debt service, which includes both interest payments and principal repayment.</p><p>European commercial banks typically require a minimum DSCR of 1.25 times. This means the business needs to generate at least 25% more cash than is required to service the acquisition debt. Most banks prefer something closer to 1.5 times, and for sectors they consider higher risk, the floor can rise to 1.4 or even 1.5 times.</p><p>A few important points on DSCR that catch buyers out:</p><p>The bank uses adjusted EBITDA, not the number in the accounts. They will normalise out owner salary above market rate, personal expenses run through the business, one-off revenue items, and anything else they consider non-recurring. The adjusted number is almost always lower than the headline EBITDA, sometimes significantly so.</p><p>The bank also stress-tests the DSCR. They will model what happens if revenue declines by 10% or 15%. If the DSCR falls below 1.0 under that scenario, the conversation changes. Your job is to know what your DSCR looks like under stress before they ask.</p><p><strong>Loan to Value</strong></p><p>LTV measures how much the bank is lending relative to the assessed value of what they are financing. For SME acquisitions in Europe, most lenders are comfortable up to 60 to 70% of assessed business value. Beyond that, risk aversion increases and the terms reflect it. The bank is thinking about what they could recover in a distressed sale, and that figure needs to comfortably exceed the outstanding loan balance.</p><p><strong>Leverage Ratio</strong></p><p>Total debt divided by EBITDA. European SME lenders are generally comfortable with acquisition debt up to 3 to 4 times EBITDA for established businesses with stable cash flows. Higher leverage is possible in certain sectors with very predictable recurring revenue, but as a starting point, a deal structure that requires more than 4 times EBITDA in debt will face more scrutiny.</p><h2>5. What European Lenders Look Like by Country</h2><p>The financing landscape for SME acquisitions differs meaningfully across the four main European markets. Understanding the specific character of lenders in your target geography is not optional. It is part of the preparation.</p><p><strong>Netherlands</strong></p><p>Dutch banks are conservative but structured. Rabobank and ABN AMRO are the most active in SME acquisition financing, with ING also participating in larger transactions. The BMKB (Borgstelling MKB-kredieten) government guarantee scheme is the most practical tool available to Dutch acquisition buyers. It provides a state guarantee of up to 90% of a qualifying loan, which dramatically reduces the bank&#8217;s risk and makes credit available for transactions that would otherwise not pass credit committee. The guarantee covers loans up to &#8364;1.5 million under the standard scheme, with extended terms available for specific business types.</p><p>Dutch lenders place particular weight on cash flow stability and customer concentration. A business where the top three clients represent more than 40% of revenue will attract closer scrutiny regardless of how strong the DSCR looks on paper.</p><p><strong>Germany</strong></p><p>German lending is characterised by a strong regional banking culture. Sparkassen and Volksbanken are frequently the first port of call for Mittelstand succession transactions, and their advantage is that they know the local business landscape, often having banked the selling family for decades. KfW&#8217;s successor financing programmes provide subsidised lending specifically designed for business transfers, with the ERP Gr&#252;nderkredit and the KfW Unternehmerkredit the most relevant instruments for acquisition entrepreneurs.</p><p>German banks are patient but thorough. Expect a detailed analysis of trading history, often going back five years, and extensive questioning on the transition plan. The key person question is taken particularly seriously in German banking culture, where the Handwerksmeister&#8217;s personal relationships and certifications are often seen as business-critical.</p><p><strong>Belgium</strong></p><p>Belgium has a regional financing structure that buyers often underestimate. PMV operates in Flanders and provides co-financing and guarantees that make bank lending more accessible. SOWALFIN covers Wallonia with a broadly equivalent set of instruments. Finance&amp;invest.brussels serves the capital region. The practical implication is that your target geography determines which guarantee institution is relevant, and approaching the right one early in the process materially improves your financing options.</p><p>Belgian banks are relationship-oriented. BNP Paribas Fortis, KBC, and Belfius are the primary lenders in SME acquisition transactions. Getting a warm introduction through an accountant or notary who already has a relationship with the relevant bank is significantly more effective than a cold approach.</p><p><strong>United Kingdom</strong></p><p>The UK market is the most developed in Europe for SME acquisition financing, though it operates quite differently from continental models. The Enterprise Finance Guarantee provides 80% government-backed coverage for qualifying SME loans, broadly analogous to the European guarantee schemes but with its own eligibility criteria. Barclays, Lloyds, and NatWest are all active in acquisition financing, alongside a growing number of challenger banks and debt funds that specifically target SME buyouts.</p><p>UK lenders move faster than their continental counterparts, but they also have less patience for uncertainty in the file. A clean, well-structured information memorandum with clear answers to the key questions will move through a UK credit process more quickly than the same file would in Germany or the Netherlands.</p><h2>6. What Kills a Deal at Credit Committee</h2><p>The credit committee is not the same conversation as the relationship manager. The relationship manager may be enthusiastic. Credit committee is where the institutional caution lives.</p><p>Here is what kills deals at that stage.</p><p><strong>Customer concentration without explanation.</strong> If one client represents 30% of revenue and you have not addressed what happens to that relationship post-acquisition, the committee will flag it and ask. If you cannot answer it convincingly, the deal stalls.</p><p><strong>Adjusted EBITDA that looks different from reported EBITDA.</strong> If the gap between the headline number and the normalised number is large, the committee will want to understand every line item of the adjustment. Buyers who have done this work before the meeting move through faster. Buyers who have not done it are sent back to prepare.</p><p><strong>No transition plan.</strong> The bank wants to see evidence that the business will continue to function after day one. This means documentation of the handover process, ideally including a seller transition period, evidence that key relationships have been introduced to the new owner, and confirmation that critical operational knowledge has been captured. The absence of a credible transition plan is one of the most common reasons credit committee adds conditions or declines.</p><p><strong>A buyer who cannot demonstrate operating capability.</strong> If the credit officer could not answer the question <em>&#8220;why is this person the right buyer for this business&#8221;</em> on your behalf, you have not made the case clearly enough.</p><p><strong>Collateral that does not stack up.</strong> If the business is asset-light and the DSCR is at the floor of what the bank requires, the absence of collateral will slow or stop the process. Understanding your collateral position before the conversation, and having a clear answer for what security you can offer, is part of the preparation.</p><h2>7. How to Walk Into the Room</h2><p>Thinking like the bank means arriving at the financing conversation with answers to their questions before they ask them.</p><p>Before you submit a file to any European lender, you should be able to answer the following without hesitation:</p><ul><li><p>What is the adjusted EBITDA, how does it differ from the reported figure, and why?</p></li><li><p>What is the DSCR at the purchase price and structure you are proposing, and what does it look like if revenue falls 10%?</p></li><li><p>What happens to the top three customer relationships post-acquisition, and what is the plan?</p></li><li><p>What is the transition plan for the seller, and how long will they remain involved?</p></li><li><p>What collateral is available, and what is the bank&#8217;s realistic recovery in a worst case?</p></li><li><p>Why are you the right buyer for this specific business?</p></li></ul><p>These are not trick questions. They are the questions every credit officer asks. The buyers who move through European bank credit processes efficiently are the ones who have answered them clearly in writing before the first conversation begins.</p><p>The bank is not your enemy. It is a risk-averse institution making a decision about whether to trust you with capital it cannot share in the upside of. Give it reasons to trust you. Address the downside before they bring it up. Make the credit officer&#8217;s job of recommending approval as easy as possible.</p><p>That is what thinking like the bank actually means.</p><p><em>Hit reply and tell me: what has been your biggest surprise or frustration in a European financing conversation? I read every response and the patterns inform future issues.</em></p><p>See you next Monday. </p><p>Alexander</p><div class="subscription-widget-wrap-editor" data-attrs="{&quot;url&quot;:&quot;https://www.buyoutdiary.com/subscribe?&quot;,&quot;text&quot;:&quot;Subscribe&quot;,&quot;language&quot;:&quot;en&quot;}" data-component-name="SubscribeWidgetToDOM"><div class="subscription-widget show-subscribe"><div class="preamble"><p class="cta-caption">Thanks for reading Buyout Diary! Subscribe for free to receive new posts and support my work.</p></div><form class="subscription-widget-subscribe"><input type="email" class="email-input" name="email" placeholder="Type your email&#8230;" tabindex="-1"><input type="submit" class="button primary" value="Subscribe"><div class="fake-input-wrapper"><div class="fake-input"></div><div class="fake-button"></div></div></form></div></div>]]></content:encoded></item><item><title><![CDATA[What a €4.3 billion deal teaches a self-funded buyer]]></title><description><![CDATA[The best acquirers in the world think differently. Here is how.]]></description><link>https://www.buyoutdiary.com/p/what-a-43-billion-deal-teaches-a</link><guid isPermaLink="false">https://www.buyoutdiary.com/p/what-a-43-billion-deal-teaches-a</guid><dc:creator><![CDATA[Alexander Kelm]]></dc:creator><pubDate>Mon, 23 Mar 2026 07:30:00 GMT</pubDate><enclosure url="https://substackcdn.com/image/fetch/$s_!QVyH!,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F6fc96389-14d5-4c44-ad7c-3c2af525bb77_1312x2423.jpeg" length="0" type="image/jpeg"/><content:encoded><![CDATA[<p>Hello, and welcome back to <em>Buyout Diary</em>.</p><p>On Friday I posted three questions on LinkedIn that apparently hit a nerve. The post generated more saves and replies than anything I have shared in weeks.</p><div class="captioned-image-container"><figure><a class="image-link image2 is-viewable-img" target="_blank" href="https://www.linkedin.com/posts/alexander-kelm_next-monday-i-am-writing-about-a-43-billion-activity-7440645822519631872-oNxM?utm_source=share&amp;utm_medium=member_desktop&amp;rcm=ACoAAAZwDk4B56rll8iDYzO0Ur6JjuBzxQblbic" data-component-name="Image2ToDOM"><div class="image2-inset"><picture><source type="image/webp" srcset="https://substackcdn.com/image/fetch/$s_!QVyH!,w_424,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F6fc96389-14d5-4c44-ad7c-3c2af525bb77_1312x2423.jpeg 424w, https://substackcdn.com/image/fetch/$s_!QVyH!,w_848,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F6fc96389-14d5-4c44-ad7c-3c2af525bb77_1312x2423.jpeg 848w, https://substackcdn.com/image/fetch/$s_!QVyH!,w_1272,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F6fc96389-14d5-4c44-ad7c-3c2af525bb77_1312x2423.jpeg 1272w, https://substackcdn.com/image/fetch/$s_!QVyH!,w_1456,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F6fc96389-14d5-4c44-ad7c-3c2af525bb77_1312x2423.jpeg 1456w" sizes="100vw"><img src="https://substackcdn.com/image/fetch/$s_!QVyH!,w_1456,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F6fc96389-14d5-4c44-ad7c-3c2af525bb77_1312x2423.jpeg" width="1312" height="2423" data-attrs="{&quot;src&quot;:&quot;https://substack-post-media.s3.amazonaws.com/public/images/6fc96389-14d5-4c44-ad7c-3c2af525bb77_1312x2423.jpeg&quot;,&quot;srcNoWatermark&quot;:null,&quot;fullscreen&quot;:null,&quot;imageSize&quot;:null,&quot;height&quot;:2423,&quot;width&quot;:1312,&quot;resizeWidth&quot;:null,&quot;bytes&quot;:null,&quot;alt&quot;:null,&quot;title&quot;:null,&quot;type&quot;:null,&quot;href&quot;:&quot;https://www.linkedin.com/posts/alexander-kelm_next-monday-i-am-writing-about-a-43-billion-activity-7440645822519631872-oNxM?utm_source=share&amp;utm_medium=member_desktop&amp;rcm=ACoAAAZwDk4B56rll8iDYzO0Ur6JjuBzxQblbic&quot;,&quot;belowTheFold&quot;:false,&quot;topImage&quot;:true,&quot;internalRedirect&quot;:null,&quot;isProcessing&quot;:false,&quot;align&quot;:null,&quot;offset&quot;:false}" class="sizing-normal" alt="" srcset="https://substackcdn.com/image/fetch/$s_!QVyH!,w_424,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F6fc96389-14d5-4c44-ad7c-3c2af525bb77_1312x2423.jpeg 424w, https://substackcdn.com/image/fetch/$s_!QVyH!,w_848,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F6fc96389-14d5-4c44-ad7c-3c2af525bb77_1312x2423.jpeg 848w, https://substackcdn.com/image/fetch/$s_!QVyH!,w_1272,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F6fc96389-14d5-4c44-ad7c-3c2af525bb77_1312x2423.jpeg 1272w, https://substackcdn.com/image/fetch/$s_!QVyH!,w_1456,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F6fc96389-14d5-4c44-ad7c-3c2af525bb77_1312x2423.jpeg 1456w" sizes="100vw" fetchpriority="high"></picture><div class="image-link-expand"><div class="pencraft pc-display-flex pc-gap-8 pc-reset"><button tabindex="0" type="button" class="pencraft pc-reset pencraft icon-container restack-image"><svg role="img" width="20" height="20" viewBox="0 0 20 20" fill="none" stroke-width="1.5" stroke="var(--color-fg-primary)" stroke-linecap="round" stroke-linejoin="round" xmlns="http://www.w3.org/2000/svg"><g><title></title><path d="M2.53001 7.81595C3.49179 4.73911 6.43281 2.5 9.91173 2.5C13.1684 2.5 15.9537 4.46214 17.0852 7.23684L17.6179 8.67647M17.6179 8.67647L18.5002 4.26471M17.6179 8.67647L13.6473 6.91176M17.4995 12.1841C16.5378 15.2609 13.5967 17.5 10.1178 17.5C6.86118 17.5 4.07589 15.5379 2.94432 12.7632L2.41165 11.3235M2.41165 11.3235L1.5293 15.7353M2.41165 11.3235L6.38224 13.0882"></path></g></svg></button><button tabindex="0" type="button" class="pencraft pc-reset pencraft icon-container view-image"><svg xmlns="http://www.w3.org/2000/svg" width="20" height="20" viewBox="0 0 24 24" fill="none" stroke="currentColor" stroke-width="2" stroke-linecap="round" stroke-linejoin="round" class="lucide lucide-maximize2 lucide-maximize-2"><polyline points="15 3 21 3 21 9"></polyline><polyline points="9 21 3 21 3 15"></polyline><line x1="21" x2="14" y1="3" y2="10"></line><line x1="3" x2="10" y1="21" y2="14"></line></svg></button></div></div></div></a></figure></div><p>The three questions were simple.</p><ul><li><p>Why did the Bulgari family sell a business they had owned for 127 years?</p></li><li><p>Why did LVMH pay a 61% premium to acquire it?</p></li><li><p>And what does a &#8364;4.3 billion deal teach a self-funded buyer looking at a &#8364;2 million business in the Netherlands, Belgium, or northwest Germany?</p></li></ul><p>This issue answers all three in considerably more depth than a LinkedIn post allows.</p><p>The last issue of Buyout Diary was the structural argument, <a href="https://preview.kit-mail3.com/click/dpheh0hzhm/aHR0cHM6Ly93d3cuYnV5b3V0ZGlhcnkuY29tL3AvdGhlLWFtZXJpY2FuLWV0YS1wbGF5Ym9vay1kb2VzLW5vdA==">why US frameworks fail in Europe and what a genuinely European acquisition playbook looks like</a>.</p><p>This issue shifts register. It is not about my search, and it is not about the European market in aggregate. It is about how the greatest acquirer in the world actually thinks about buying a business, and what happens when you study that thinking carefully enough to extract something useful for the deals the rest of us are doing at a fraction of the scale.</p><p>Bernard Arnault has completed more than 75 acquisitions across six decades. He has built the world&#8217;s most valuable luxury conglomerate not by being the most aggressive buyer in the room, but by being the most patient, the most deliberate, and the most consistent in his understanding of what a business is actually worth and who it deserves to become. If you want to understand how the best acquisitions are made; the philosophy, the mechanics, the patience, studying him is the most efficient path I have found.</p><div class="subscription-widget-wrap-editor" data-attrs="{&quot;url&quot;:&quot;https://www.buyoutdiary.com/subscribe?&quot;,&quot;text&quot;:&quot;Subscribe&quot;,&quot;language&quot;:&quot;en&quot;}" data-component-name="SubscribeWidgetToDOM"><div class="subscription-widget show-subscribe"><div class="preamble"><p class="cta-caption">Thanks for reading Buyout Diary! Subscribe for free to receive new posts and support my work.</p></div><form class="subscription-widget-subscribe"><input type="email" class="email-input" name="email" placeholder="Type your email&#8230;" tabindex="-1"><input type="submit" class="button primary" value="Subscribe"><div class="fake-input-wrapper"><div class="fake-input"></div><div class="fake-button"></div></div></form></div></div><p>This is Part 1 of a series I am running called <em>Luxury Lessons in Acquisition Entrepreneurship</em>. It will appear across several issues of this newsletter over the coming weeks, interspersed with other content. There are four parts in total: two on <strong>BVLGARI</strong>, two on <strong>Tiffany &amp; Co</strong>. Each covers a different phase of what Arnault does &#8212; the search, the courtship, the deal structure, the integration.</p><p>We start with BVLGARI. The search. The courtship. The deal.</p><h2><strong>1. The Art of the Patient Buyer</strong></h2><p>There is a distinction that separates most buyers from the best ones, and it rarely appears in any acquisition primer. Most buyers treat a deal as a transaction to be executed. They define their criteria, identify a target, run their financial analysis, make an offer, negotiate the terms, and close. The process is logical, sequential, and efficient. It is also the reason most buyers end up competing on price with everyone else who is running the same process.</p><p>Bernard Arnault treats a deal as a relationship that has not yet found its moment. That is not a rhetorical flourish. It is a description of how he actually operates. He identifies businesses he considers exceptional years before he approaches them. He builds relationships with the families and founders who own them. He waits until the conditions are right, until the seller is ready for a conversation that is genuinely about what comes next, not about price. And then he moves with precision.</p><p>The BVLGARI acquisition, announced on 7 March 2011 and valued at &#8364;4.3 billion, was not the result of a formal sale process. It was the result of years of attention and relationship-building that made Arnault the obvious and trusted counterpart when the Bulgari family was finally ready to think about what came after family ownership. By the time the deal was announced, most of the difficult work had already been done outside the negotiating room.</p><p>Underneath that observation sits a second one, which I think is more important for the kind of buyer most readers of this newsletter are becoming. Arnault did not buy BVLGARI to sell it. He bought it to own it permanently &#8212; the way the Bulgari family had owned it for the 127 years before him. That commitment to permanence, to building something that compounds over decades rather than optimising for a multiple at exit, shapes every decision he makes downstream. How he searches, how he approaches sellers, how he structures deals, and how he thinks about the price he is willing to pay.</p><p>When I think about my own search, the buyer I am trying to become is this one. Not the buyer who screens for the fastest path to a return. The buyer who asks whether this is a business worth being responsible for in thirty years.</p><p>Arnault is the proof that this approach works at scale. BVLGARI is the case study that shows exactly how it works in practice.</p><p>What if small business buyers approached deals the way Arnault approached brands &#8212; not as assets, but as legacies to steward?</p><p>That is the question this issue is built around.</p><h2><strong>2. The Search: Buy Excellence, Not Distress</strong></h2><p>&#8203;<a href="https://preview.kit-mail3.com/click/dpheh0hzhm/aHR0cHM6Ly9lbi53aWtpcGVkaWEub3JnL3dpa2kvQnVsZ2FyaQ==">BVLGARI was founded in 1884</a> by Sotirios Voulgaris, an Ottoman-born Greek silversmith who moved to Rome and opened a small shop selling silver goods and antiques. By 1905, the family had established themselves at Via Condotti, the most prestigious shopping street in Rome, and the brand had begun its slow transformation from artisan shop to luxury house.</p><p>Over the next century, the Bulgari family built something extraordinary. Not through marketing or financial engineering. Through craft, consistency, and an obsessive focus on design. Paolo Bulgari, the Chairman who would eventually negotiate the sale to LVMH, spent decades personally supervising the design team from an office with a glass door directly into the studio. He was still doing it into his seventies.</p><p>&#8203;<a href="https://preview.kit-mail3.com/click/dpheh0hzhm/aHR0cHM6Ly93d3cuaWxtZXNzYWdnZXJvLml0L2VuL3RoZV9saWZlX2FuZF9sZWdhY3lfb2ZfZnJhbmNlc2NvX3RyYXBhbmktOTA2MTk4MS5odG1s">Francesco Trapani</a>, Paolo&#8217;s nephew and CEO since 1984, had taken the business from a &#8364;25 million jewellery company with five stores and 80 employees to a genuine global luxury brand. By 2011, BVLGARI was generating approximately &#8364;1.5 billion in annual revenue across jewellery, watches, fragrances, leather goods, and hotels. It had 300 stores and 4,000 employees. Trapani had listed the company on the Milan Stock Exchange in 1995, expanded into Bulgari Hotels and Resorts through a joint venture with Marriott in 2001, and built a fragrance business from scratch that by the mid-nineties was generating over $40 million annually.</p><p>The business was genuinely exceptional. But it was not without pressure.</p><p>The 2008 recession had hit BVLGARI hard. Net revenue had declined steadily from &#8364;1.091 billion in 2007 to &#8364;890.5 million in 2010. The brand had made significant store investments during that same period of falling sales &#8212; expanding the retail footprint while cash flow was shrinking. The financial muscle needed to grow at the pace the brand deserved was simply not there.</p><div class="captioned-image-container"><figure><a class="image-link image2 is-viewable-img" target="_blank" href="https://substackcdn.com/image/fetch/$s_!Llna!,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Fd570f502-45f8-4e3b-9ac1-7e8b8c8f4469_821x531.jpeg" data-component-name="Image2ToDOM"><div class="image2-inset"><picture><source type="image/webp" srcset="https://substackcdn.com/image/fetch/$s_!Llna!,w_424,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Fd570f502-45f8-4e3b-9ac1-7e8b8c8f4469_821x531.jpeg 424w, https://substackcdn.com/image/fetch/$s_!Llna!,w_848,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Fd570f502-45f8-4e3b-9ac1-7e8b8c8f4469_821x531.jpeg 848w, https://substackcdn.com/image/fetch/$s_!Llna!,w_1272,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Fd570f502-45f8-4e3b-9ac1-7e8b8c8f4469_821x531.jpeg 1272w, https://substackcdn.com/image/fetch/$s_!Llna!,w_1456,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Fd570f502-45f8-4e3b-9ac1-7e8b8c8f4469_821x531.jpeg 1456w" sizes="100vw"><img src="https://substackcdn.com/image/fetch/$s_!Llna!,w_1456,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Fd570f502-45f8-4e3b-9ac1-7e8b8c8f4469_821x531.jpeg" width="821" height="531" data-attrs="{&quot;src&quot;:&quot;https://substack-post-media.s3.amazonaws.com/public/images/d570f502-45f8-4e3b-9ac1-7e8b8c8f4469_821x531.jpeg&quot;,&quot;srcNoWatermark&quot;:null,&quot;fullscreen&quot;:null,&quot;imageSize&quot;:null,&quot;height&quot;:531,&quot;width&quot;:821,&quot;resizeWidth&quot;:null,&quot;bytes&quot;:null,&quot;alt&quot;:null,&quot;title&quot;:null,&quot;type&quot;:null,&quot;href&quot;:null,&quot;belowTheFold&quot;:true,&quot;topImage&quot;:false,&quot;internalRedirect&quot;:null,&quot;isProcessing&quot;:false,&quot;align&quot;:null,&quot;offset&quot;:false}" class="sizing-normal" alt="" srcset="https://substackcdn.com/image/fetch/$s_!Llna!,w_424,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Fd570f502-45f8-4e3b-9ac1-7e8b8c8f4469_821x531.jpeg 424w, https://substackcdn.com/image/fetch/$s_!Llna!,w_848,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Fd570f502-45f8-4e3b-9ac1-7e8b8c8f4469_821x531.jpeg 848w, https://substackcdn.com/image/fetch/$s_!Llna!,w_1272,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Fd570f502-45f8-4e3b-9ac1-7e8b8c8f4469_821x531.jpeg 1272w, https://substackcdn.com/image/fetch/$s_!Llna!,w_1456,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Fd570f502-45f8-4e3b-9ac1-7e8b8c8f4469_821x531.jpeg 1456w" sizes="100vw" loading="lazy"></picture><div class="image-link-expand"><div class="pencraft pc-display-flex pc-gap-8 pc-reset"><button tabindex="0" type="button" class="pencraft pc-reset pencraft icon-container restack-image"><svg role="img" width="20" height="20" viewBox="0 0 20 20" fill="none" stroke-width="1.5" stroke="var(--color-fg-primary)" stroke-linecap="round" stroke-linejoin="round" xmlns="http://www.w3.org/2000/svg"><g><title></title><path d="M2.53001 7.81595C3.49179 4.73911 6.43281 2.5 9.91173 2.5C13.1684 2.5 15.9537 4.46214 17.0852 7.23684L17.6179 8.67647M17.6179 8.67647L18.5002 4.26471M17.6179 8.67647L13.6473 6.91176M17.4995 12.1841C16.5378 15.2609 13.5967 17.5 10.1178 17.5C6.86118 17.5 4.07589 15.5379 2.94432 12.7632L2.41165 11.3235M2.41165 11.3235L1.5293 15.7353M2.41165 11.3235L6.38224 13.0882"></path></g></svg></button><button tabindex="0" type="button" class="pencraft pc-reset pencraft icon-container view-image"><svg xmlns="http://www.w3.org/2000/svg" width="20" height="20" viewBox="0 0 24 24" fill="none" stroke="currentColor" stroke-width="2" stroke-linecap="round" stroke-linejoin="round" class="lucide lucide-maximize2 lucide-maximize-2"><polyline points="15 3 21 3 21 9"></polyline><polyline points="9 21 3 21 3 15"></polyline><line x1="21" x2="14" y1="3" y2="10"></line><line x1="3" x2="10" y1="21" y2="14"></line></svg></button></div></div></div></a></figure></div><p>This is the nuance most buyers miss when they study Arnault&#8217;s acquisitions. They assume he was buying either distressed assets he could fix cheaply, or perfect businesses he overpaid for. The reality is more interesting. He consistently finds the business that is structurally exceptional but operationally constrained by factors the right owner can remove. BVLGARI was not failing. It was limited. And the thing limiting it &#8212; scale, capital, and global distribution &#8212; was exactly what LVMH had in abundance.</p><p>LVMH by 2011 was dominant in fashion, leather goods, wines and spirits, and perfumes. Its watches and jewellery division, established only in 1999 through the acquisitions of Chaumet, Zenith, and Tag Heuer, was the weakest part of the portfolio by a considerable margin. In 2010, only 4.85% of LVMH&#8217;s total gross revenue came from Watches and Jewellery &#8212; the smallest share of any business group. The division lacked a jewellery maison with genuine heritage and global brand recognition. That was the gap. And Arnault had identified BVLGARI as the business that could close it.</p><p>The gap analysis he was running was precise. LVMH strong in fashion and leather. LVMH weak in jewellery. BVLGARI strong in jewellery heritage and brand. BVLGARI constrained by the capital, retail infrastructure, and global distribution network it needed to grow. One side of the table had the brand. The other side had the platform. Together they were worth considerably more than either was separately.</p><p><strong>The ETA parallel:</strong> Strategic search beats opportunistic search. The buyer who spends six months understanding a single sector deeply &#8212; who the best operators are, what the structural growth drivers are, where the succession gaps sit &#8212; will consistently find better businesses than the buyer screening 200 opportunities for the most obvious metrics. Criteria matter. But understanding what makes a business genuinely excellent, and finding the rare ones that qualify, is the real search.</p><h2><strong>3. The Courtship and Trust-Building</strong></h2><p>Francesco Trapani said something after the deal closed that reveals everything about how Arnault operates. <a href="https://preview.kit-mail3.com/click/dpheh0hzhm/aHR0cHM6Ly93d2QuY29tL2Zhc2hpb24tbmV3cy9kZXNpZ25lci1sdXh1cnkvbHZtaC1idXlzLWJ1bGdhcmktMzU0MjI4OS8=">Speaking to WWD</a>, he said:</p><p><em>&#8220;We were not ready to sell. We wanted to remain entrepreneurs. We were not looking to retire and cash out. We were not ready to sell, but to change the profile of our entrepreneurial activity.&#8221;</em></p><p>The Bulgari family had been approached over the years by the majority of major luxury companies about a possible combination. They turned them all down. Not because the prices were wrong. Because the buyers were wrong.</p><p>Other buyers wanted full control. They were, in Trapani&#8217;s words, afraid of losing control, especially Italians who are jealous of their companies. They approached the Bulgari family as sellers of an asset. They got negotiations that went nowhere.</p><p>Arnault approached them as partners in a next chapter.</p><p>The difference was not the price. It was the framing entirely. LVMH was not buying BVLGARI. LVMH and BVLGARI were joining forces to do together what neither could do as well alone. <a href="https://preview.kit-mail3.com/click/dpheh0hzhm/aHR0cHM6Ly93d3cuZnJhbmNlMjQuY29tL2VuLzIwMTEwMzA3LWx2bWgtc25hcHMtYnVsZ2FyaS1qZXdlbGxlci1iaWxsaW9uLWRlYWwtbHV4dXJ5LWFybmF1bHQtbG91aXMtdnVpdHRvbi1tb2V0LWhlbm5lc3N5LWx2bWg=">The Bulgari family would become the second largest family shareholders in LVMH</a>, behind only the Arnaults themselves. Paolo and Nicola Bulgari would remain Chairman and Vice Chairman of the BVLGARI board. Trapani would lead the enlarged watches and jewellery division across the whole LVMH group. The family&#8217;s entrepreneurial identity would be preserved rather than absorbed.</p><p>That framing only works if you have spent years building the relationship that makes it credible. You cannot walk into a first meeting and tell a 127-year-old family that you respect their legacy and expect them to believe you. The relationship has to precede the claim.</p><p>Arnault does not negotiate trust. He builds it steadily over time before he ever needs it. By the time a deal conversation begins, the seller already knows who he is, how he operates, and what his businesses look like after five years inside LVMH. The negotiation is almost a formality at that point.</p><p>This is cultural diplomacy as much as it is business strategy. No hostile takeover. No auction. No process that forces the family into a position where they are choosing between competing bids and optimising for the highest number. Instead, a quiet relationship built over years that eventually finds its natural moment.</p><p>Arnault&#8217;s empathy in founder transitions is one of his most underappreciated skills. He understands that a founder selling a business they have spent decades building is not primarily thinking about the price. They are thinking about their employees, their customers, the community around their business, and whether the buyer will honour what they spent their life creating. The buyer who addresses those concerns directly, before the price conversation begins, consistently wins deals that the buyer focused only on valuation cannot reach.</p><p><strong>The ETA parallel:</strong> In European ETA, the seller who is three years from retirement is worth knowing now. The business owner in Europe who has spent forty years building something will not respond to a cold approach with a criteria document and an acquisition process. He will respond to someone he has seen consistently, who has shown genuine interest in what he built, who has demonstrated over time that they think about ownership the way he does. The courtship is not a step in the process. It is the process.</p><h2><strong>4. The Deal Structure: Alignment Over Control</strong></h2><p>On 7 March 2011, <a href="https://preview.kit-mail3.com/click/dpheh0hzhm/aHR0cHM6Ly93d3cuYmxvb21iZXJnLmNvbS9uZXdzL2FydGljbGVzLzIwMTEtMDMtMDcvYnVsZ2FyaS1mYW1pbHktYWdyZWVzLXRvLXNlbGwtYS1jb250cm9sbGluZy1zdGFrZS10by1sdm1oLWluLXNoYXJlLXN3YXA=">LVMH announced the acquisition of BVLGARI</a> in a deal valued at approximately &#8364;4.3 billion. The mechanics of how that deal was structured are worth examining in detail, because they reveal something important about how Arnault thinks.</p><div class="captioned-image-container"><figure><a class="image-link image2 is-viewable-img" target="_blank" href="https://substackcdn.com/image/fetch/$s_!dqiS!,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F02973454-53cd-4a19-8417-6c6dc30a8d48_839x606.jpeg" data-component-name="Image2ToDOM"><div class="image2-inset"><picture><source type="image/webp" srcset="https://substackcdn.com/image/fetch/$s_!dqiS!,w_424,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F02973454-53cd-4a19-8417-6c6dc30a8d48_839x606.jpeg 424w, https://substackcdn.com/image/fetch/$s_!dqiS!,w_848,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F02973454-53cd-4a19-8417-6c6dc30a8d48_839x606.jpeg 848w, https://substackcdn.com/image/fetch/$s_!dqiS!,w_1272,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F02973454-53cd-4a19-8417-6c6dc30a8d48_839x606.jpeg 1272w, https://substackcdn.com/image/fetch/$s_!dqiS!,w_1456,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F02973454-53cd-4a19-8417-6c6dc30a8d48_839x606.jpeg 1456w" sizes="100vw"><img src="https://substackcdn.com/image/fetch/$s_!dqiS!,w_1456,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F02973454-53cd-4a19-8417-6c6dc30a8d48_839x606.jpeg" width="839" height="606" data-attrs="{&quot;src&quot;:&quot;https://substack-post-media.s3.amazonaws.com/public/images/02973454-53cd-4a19-8417-6c6dc30a8d48_839x606.jpeg&quot;,&quot;srcNoWatermark&quot;:null,&quot;fullscreen&quot;:null,&quot;imageSize&quot;:null,&quot;height&quot;:606,&quot;width&quot;:839,&quot;resizeWidth&quot;:null,&quot;bytes&quot;:null,&quot;alt&quot;:null,&quot;title&quot;:null,&quot;type&quot;:null,&quot;href&quot;:null,&quot;belowTheFold&quot;:true,&quot;topImage&quot;:false,&quot;internalRedirect&quot;:null,&quot;isProcessing&quot;:false,&quot;align&quot;:null,&quot;offset&quot;:false}" class="sizing-normal" alt="" srcset="https://substackcdn.com/image/fetch/$s_!dqiS!,w_424,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F02973454-53cd-4a19-8417-6c6dc30a8d48_839x606.jpeg 424w, https://substackcdn.com/image/fetch/$s_!dqiS!,w_848,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F02973454-53cd-4a19-8417-6c6dc30a8d48_839x606.jpeg 848w, https://substackcdn.com/image/fetch/$s_!dqiS!,w_1272,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F02973454-53cd-4a19-8417-6c6dc30a8d48_839x606.jpeg 1272w, https://substackcdn.com/image/fetch/$s_!dqiS!,w_1456,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F02973454-53cd-4a19-8417-6c6dc30a8d48_839x606.jpeg 1456w" sizes="100vw" loading="lazy"></picture><div class="image-link-expand"><div class="pencraft pc-display-flex pc-gap-8 pc-reset"><button tabindex="0" type="button" class="pencraft pc-reset pencraft icon-container restack-image"><svg role="img" width="20" height="20" viewBox="0 0 20 20" fill="none" stroke-width="1.5" stroke="var(--color-fg-primary)" stroke-linecap="round" stroke-linejoin="round" xmlns="http://www.w3.org/2000/svg"><g><title></title><path d="M2.53001 7.81595C3.49179 4.73911 6.43281 2.5 9.91173 2.5C13.1684 2.5 15.9537 4.46214 17.0852 7.23684L17.6179 8.67647M17.6179 8.67647L18.5002 4.26471M17.6179 8.67647L13.6473 6.91176M17.4995 12.1841C16.5378 15.2609 13.5967 17.5 10.1178 17.5C6.86118 17.5 4.07589 15.5379 2.94432 12.7632L2.41165 11.3235M2.41165 11.3235L1.5293 15.7353M2.41165 11.3235L6.38224 13.0882"></path></g></svg></button><button tabindex="0" type="button" class="pencraft pc-reset pencraft icon-container view-image"><svg xmlns="http://www.w3.org/2000/svg" width="20" height="20" viewBox="0 0 24 24" fill="none" stroke="currentColor" stroke-width="2" stroke-linecap="round" stroke-linejoin="round" class="lucide lucide-maximize2 lucide-maximize-2"><polyline points="15 3 21 3 21 9"></polyline><polyline points="9 21 3 21 3 15"></polyline><line x1="21" x2="14" y1="3" y2="10"></line><line x1="3" x2="10" y1="21" y2="14"></line></svg></button></div></div></div></a></figure></div><p>LVMH acquired the Bulgari family&#8217;s 50.4% controlling stake through a share exchange. In return for the family&#8217;s entire stake in BVLGARI, they received 16.5 million LVMH shares, giving them approximately 3% of the world&#8217;s largest luxury group. This was not a cash buyout. The Bulgari family did not take their chips off the table and retire. They exchanged their ownership of one exceptional business for a meaningful stake in the broader empire it was joining.</p><p>The deal was financed approximately 55% with LVMH equity and 45% with cash. For the remaining minority shareholders who were not part of the family&#8217;s share swap, LVMH made a public tender offer at &#8364;12.25 per share. By October 2011, <a href="https://preview.kit-mail3.com/click/dpheh0hzhm/aHR0cHM6Ly93d3cubHZtaC5jb20vZW4vZmluYW5jaWFsLWNhbGVuZGFyL2NvbW11bmlxdWUtZGUtcHJlc3NlLTIzLXNlcHRlbWJyZS0yMDEx">BVLGARI was delisted from the Milan Stock Exchange</a> and LVMH owned 98% of the company.</p><p>The implications of that structure are significant on three levels.</p><p>First, it created genuine alignment. The Bulgari family were now LVMH shareholders. Their personal wealth was directly tied to the performance of the broader group, which depended partly on what BVLGARI became under LVMH management. They had every reason to make the integration work because they were not exiting. They were continuing in a different form, with far greater resources behind them.</p><p>Second, it solved the seller&#8217;s real problem rather than the buyer&#8217;s assumed one. The family had said explicitly they did not want to retire or cash out. A standard cash buyout would have handed them liquidity they did not need and removed them from the entrepreneurial world they had spent their lives in. The share swap gave them capital appreciation as LVMH grew, continued relevance inside one of the world&#8217;s most prestigious businesses, and seats on the LVMH board. It addressed what they actually needed.</p><p>Third, the price itself was significant. <a href="https://preview.kit-mail3.com/click/dpheh0hzhm/aHR0cHM6Ly93d3cuZnJhbmNlMjQuY29tL2VuLzIwMTEwMzA3LWx2bWgtc25hcHMtYnVsZ2FyaS1qZXdlbGxlci1iaWxsaW9uLWRlYWwtbHV4dXJ5LWFybmF1bHQtbG91aXMtdnVpdHRvbi1tb2V0LWhlbm5lc3N5LWx2bWg=">The offer of &#8364;12.25 per share represented a 61% premium</a> over BVLGARI&#8217;s closing price the Friday before the announcement. <a href="https://preview.kit-mail3.com/click/dpheh0hzhm/aHR0cHM6Ly93d2QuY29tL2Zhc2hpb24tbmV3cy9kZXNpZ25lci1sdXh1cnkvbHZtaC1idXlzLWJ1bGdhcmktMzU0MjI4OS8=">Analysts at the time valued the deal at approximately 21 times EBITDA</a>, well above typical M&amp;A benchmarks. One analyst noted the price seemed hefty by general M&amp;A guidelines. Arnault paid it anyway.</p><p>He paid it because he was not buying the trailing EBITDA. He was buying what BVLGARI could become with LVMH&#8217;s capital, retail network, and global distribution infrastructure behind it. The premium reflected the gap between what the business was worth in the hands of a family constrained by post-recession cash flow and what it was worth inside the world&#8217;s largest luxury group. That gap was real. The numbers proved it immediately.</p><p>In the year of acquisition alone, LVMH&#8217;s Watches and Jewellery division recorded a 98% increase in revenue and a 107% increase in profit. The division&#8217;s share of LVMH&#8217;s total gross revenue jumped from 4.85% in 2010 to 8.24% in 2011. Every euro of that growth was attributed to the consolidation of BVLGARI. The year after, the division continued to record a 46% revenue increase and a 26% profit increase, exceeding every other LVMH business group in growth rate. The 61% premium Arnault paid looked expensive on the day of the announcement. It looked rational within twelve months.</p><div class="captioned-image-container"><figure><a class="image-link image2 is-viewable-img" target="_blank" href="https://substackcdn.com/image/fetch/$s_!JL9j!,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Fb95fd885-6b64-43dc-9b74-03babacb424f_813x627.jpeg" data-component-name="Image2ToDOM"><div class="image2-inset"><picture><source type="image/webp" srcset="https://substackcdn.com/image/fetch/$s_!JL9j!,w_424,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Fb95fd885-6b64-43dc-9b74-03babacb424f_813x627.jpeg 424w, https://substackcdn.com/image/fetch/$s_!JL9j!,w_848,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Fb95fd885-6b64-43dc-9b74-03babacb424f_813x627.jpeg 848w, https://substackcdn.com/image/fetch/$s_!JL9j!,w_1272,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Fb95fd885-6b64-43dc-9b74-03babacb424f_813x627.jpeg 1272w, https://substackcdn.com/image/fetch/$s_!JL9j!,w_1456,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Fb95fd885-6b64-43dc-9b74-03babacb424f_813x627.jpeg 1456w" sizes="100vw"><img src="https://substackcdn.com/image/fetch/$s_!JL9j!,w_1456,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Fb95fd885-6b64-43dc-9b74-03babacb424f_813x627.jpeg" width="813" height="627" data-attrs="{&quot;src&quot;:&quot;https://substack-post-media.s3.amazonaws.com/public/images/b95fd885-6b64-43dc-9b74-03babacb424f_813x627.jpeg&quot;,&quot;srcNoWatermark&quot;:null,&quot;fullscreen&quot;:null,&quot;imageSize&quot;:null,&quot;height&quot;:627,&quot;width&quot;:813,&quot;resizeWidth&quot;:null,&quot;bytes&quot;:null,&quot;alt&quot;:null,&quot;title&quot;:null,&quot;type&quot;:null,&quot;href&quot;:null,&quot;belowTheFold&quot;:true,&quot;topImage&quot;:false,&quot;internalRedirect&quot;:null,&quot;isProcessing&quot;:false,&quot;align&quot;:null,&quot;offset&quot;:false}" class="sizing-normal" alt="" srcset="https://substackcdn.com/image/fetch/$s_!JL9j!,w_424,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Fb95fd885-6b64-43dc-9b74-03babacb424f_813x627.jpeg 424w, https://substackcdn.com/image/fetch/$s_!JL9j!,w_848,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Fb95fd885-6b64-43dc-9b74-03babacb424f_813x627.jpeg 848w, https://substackcdn.com/image/fetch/$s_!JL9j!,w_1272,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Fb95fd885-6b64-43dc-9b74-03babacb424f_813x627.jpeg 1272w, https://substackcdn.com/image/fetch/$s_!JL9j!,w_1456,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Fb95fd885-6b64-43dc-9b74-03babacb424f_813x627.jpeg 1456w" sizes="100vw" loading="lazy"></picture><div class="image-link-expand"><div class="pencraft pc-display-flex pc-gap-8 pc-reset"><button tabindex="0" type="button" class="pencraft pc-reset pencraft icon-container restack-image"><svg role="img" width="20" height="20" viewBox="0 0 20 20" fill="none" stroke-width="1.5" stroke="var(--color-fg-primary)" stroke-linecap="round" stroke-linejoin="round" xmlns="http://www.w3.org/2000/svg"><g><title></title><path d="M2.53001 7.81595C3.49179 4.73911 6.43281 2.5 9.91173 2.5C13.1684 2.5 15.9537 4.46214 17.0852 7.23684L17.6179 8.67647M17.6179 8.67647L18.5002 4.26471M17.6179 8.67647L13.6473 6.91176M17.4995 12.1841C16.5378 15.2609 13.5967 17.5 10.1178 17.5C6.86118 17.5 4.07589 15.5379 2.94432 12.7632L2.41165 11.3235M2.41165 11.3235L1.5293 15.7353M2.41165 11.3235L6.38224 13.0882"></path></g></svg></button><button tabindex="0" type="button" class="pencraft pc-reset pencraft icon-container view-image"><svg xmlns="http://www.w3.org/2000/svg" width="20" height="20" viewBox="0 0 24 24" fill="none" stroke="currentColor" stroke-width="2" stroke-linecap="round" stroke-linejoin="round" class="lucide lucide-maximize2 lucide-maximize-2"><polyline points="15 3 21 3 21 9"></polyline><polyline points="9 21 3 21 3 15"></polyline><line x1="21" x2="14" y1="3" y2="10"></line><line x1="3" x2="10" y1="21" y2="14"></line></svg></button></div></div></div></a></figure></div><p>The Bulgari family subsequently became the second largest family shareholder in LVMH behind the Arnaults. The relationship that had begun as a negotiation became a genuine long-term alignment of interests.</p><p><strong>The ETA parallel:</strong> Creative deal structures create alignment. A seller note is not a weakness in a deal. It is a way of keeping the seller financially invested in a successful transition. An earn-out bridges a valuation gap while giving the seller continued upside tied to performance. A rollover equity arrangement gives the former owner a reason to support the new buyer&#8217;s success rather than simply counting their cash and moving on. The best European deals are rarely clean cash transactions at full price. They are structures that answer the seller&#8217;s real question honestly: will I be better off after this than before?</p><h2><strong>5. Negotiation Dynamics: Calm Leverage Wins</strong></h2><p>One of the most remarkable facts about the BVLGARI deal is how quietly it was assembled.</p><p>There was no formal auction. No investment bank running a competitive sale process. No multiple rounds of bidding. <a href="https://preview.kit-mail3.com/click/dpheh0hzhm/aHR0cHM6Ly93d3cudGhlZ3VhcmRpYW4uY29tL2J1c2luZXNzLzIwMTEvbWFyLzA3L2x2bWgtdGFrZS1vdmVyLWJ1bGdhcmktaW4tc2hhcmUtZGVhbA==">The deal was concluded over a single weekend. The LVMH board approved it Sunday evening. The Bulgari board approved it simultaneously. The announcement came Monday morning.</a> Years of relationship-building compressed into 48 hours of execution.</p><p>How does that happen?</p><p>Arnault&#8217;s leverage in every major negotiation comes from the same source. He is not the most aggressive buyer. He is the most patient one. He does not need any single deal. He has built a portfolio so strong and a reputation so consistent that sellers come to him &#8212; or when they are reluctant, they find him easier to say yes to than any alternative.</p><p>Trapani described the dynamic clearly. He had spoken with the majority of major luxury companies over the years about a possible combination. Most wanted full control. Most were unwilling to structure a deal that preserved the family&#8217;s entrepreneurial identity. LVMH was willing. That willingness, demonstrated through years of consistent behaviour rather than promised in a negotiation, is what made Arnault the obvious counterpart when the Bulgari family was finally ready to move.</p><p>This is soft power in M&amp;A. Trust built over time rather than tactics deployed in the room. Reputation accumulated through how previous acquisitions were handled rather than promises made in this one. The families behind Dior, Givenchy, C&#233;line, and Louis Vuitton had all experienced LVMH integration from the inside. Their experience was the most persuasive testimony Arnault could offer to any new seller.</p><p>Emotional discipline in a negotiation is the practical expression of this philosophy. The buyer who needs to close a specific deal will always pay more than the buyer who is genuinely willing to walk away. <a href="https://preview.kit-mail3.com/click/dpheh0hzhm/aHR0cHM6Ly93d2QuY29tL2Zhc2hpb24tbmV3cy9kZXNpZ25lci1sdXh1cnkvbHZtaC1idXlzLWJ1bGdhcmktMzU0MjI4OS8=">Arnault knew his financial position well enough to act with confidence when the moment arrived. LVMH&#8217;s debt-to-equity ratio at the time was just 16% and free cash flow exceeded &#8364;4 billion annually.</a> He could move decisively because he had prepared deliberately.</p><p>He also moved at the right moment in BVLGARI&#8217;s history. The business was growing strongly but the family was at a natural inflection point in its generational transition. The succession question that faces every family business eventually was beginning to make itself felt. Arnault understood the timing. He was ready before the window opened.</p><p><strong>The ETA parallel:</strong> Build a pipeline of relationships before you need them, not deals. A searcher who has been having genuine conversations with owners, advisors, and accountants for eighteen months will close deals that the searcher who starts outreach the day they are ready to buy will not reach. You cannot manufacture calm leverage in a negotiation. You can only build it in advance.</p><h2><strong>6. Five Lessons for Every Acquisition Entrepreneur</strong></h2><p>The BVLGARI acquisition is not just a good story about a famous deal. It is a manual for how to think about buying a business when you are playing a long game. The lessons apply at every deal size.</p><div class="captioned-image-container"><figure><a class="image-link image2 is-viewable-img" target="_blank" href="https://substackcdn.com/image/fetch/$s_!NxxA!,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Ff553f069-7dab-4126-b7a8-5278c8728e91_811x496.jpeg" data-component-name="Image2ToDOM"><div class="image2-inset"><picture><source type="image/webp" srcset="https://substackcdn.com/image/fetch/$s_!NxxA!,w_424,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Ff553f069-7dab-4126-b7a8-5278c8728e91_811x496.jpeg 424w, https://substackcdn.com/image/fetch/$s_!NxxA!,w_848,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Ff553f069-7dab-4126-b7a8-5278c8728e91_811x496.jpeg 848w, https://substackcdn.com/image/fetch/$s_!NxxA!,w_1272,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Ff553f069-7dab-4126-b7a8-5278c8728e91_811x496.jpeg 1272w, https://substackcdn.com/image/fetch/$s_!NxxA!,w_1456,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Ff553f069-7dab-4126-b7a8-5278c8728e91_811x496.jpeg 1456w" sizes="100vw"><img src="https://substackcdn.com/image/fetch/$s_!NxxA!,w_1456,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Ff553f069-7dab-4126-b7a8-5278c8728e91_811x496.jpeg" width="811" height="496" data-attrs="{&quot;src&quot;:&quot;https://substack-post-media.s3.amazonaws.com/public/images/f553f069-7dab-4126-b7a8-5278c8728e91_811x496.jpeg&quot;,&quot;srcNoWatermark&quot;:null,&quot;fullscreen&quot;:null,&quot;imageSize&quot;:null,&quot;height&quot;:496,&quot;width&quot;:811,&quot;resizeWidth&quot;:null,&quot;bytes&quot;:null,&quot;alt&quot;:null,&quot;title&quot;:null,&quot;type&quot;:null,&quot;href&quot;:null,&quot;belowTheFold&quot;:true,&quot;topImage&quot;:false,&quot;internalRedirect&quot;:null,&quot;isProcessing&quot;:false,&quot;align&quot;:null,&quot;offset&quot;:false}" class="sizing-normal" alt="" srcset="https://substackcdn.com/image/fetch/$s_!NxxA!,w_424,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Ff553f069-7dab-4126-b7a8-5278c8728e91_811x496.jpeg 424w, https://substackcdn.com/image/fetch/$s_!NxxA!,w_848,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Ff553f069-7dab-4126-b7a8-5278c8728e91_811x496.jpeg 848w, https://substackcdn.com/image/fetch/$s_!NxxA!,w_1272,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Ff553f069-7dab-4126-b7a8-5278c8728e91_811x496.jpeg 1272w, https://substackcdn.com/image/fetch/$s_!NxxA!,w_1456,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Ff553f069-7dab-4126-b7a8-5278c8728e91_811x496.jpeg 1456w" sizes="100vw" loading="lazy"></picture><div class="image-link-expand"><div class="pencraft pc-display-flex pc-gap-8 pc-reset"><button tabindex="0" type="button" class="pencraft pc-reset pencraft icon-container restack-image"><svg role="img" width="20" height="20" viewBox="0 0 20 20" fill="none" stroke-width="1.5" stroke="var(--color-fg-primary)" stroke-linecap="round" stroke-linejoin="round" xmlns="http://www.w3.org/2000/svg"><g><title></title><path d="M2.53001 7.81595C3.49179 4.73911 6.43281 2.5 9.91173 2.5C13.1684 2.5 15.9537 4.46214 17.0852 7.23684L17.6179 8.67647M17.6179 8.67647L18.5002 4.26471M17.6179 8.67647L13.6473 6.91176M17.4995 12.1841C16.5378 15.2609 13.5967 17.5 10.1178 17.5C6.86118 17.5 4.07589 15.5379 2.94432 12.7632L2.41165 11.3235M2.41165 11.3235L1.5293 15.7353M2.41165 11.3235L6.38224 13.0882"></path></g></svg></button><button tabindex="0" type="button" class="pencraft pc-reset pencraft icon-container view-image"><svg xmlns="http://www.w3.org/2000/svg" width="20" height="20" viewBox="0 0 24 24" fill="none" stroke="currentColor" stroke-width="2" stroke-linecap="round" stroke-linejoin="round" class="lucide lucide-maximize2 lucide-maximize-2"><polyline points="15 3 21 3 21 9"></polyline><polyline points="9 21 3 21 3 15"></polyline><line x1="21" x2="14" y1="3" y2="10"></line><line x1="3" x2="10" y1="21" y2="14"></line></svg></button></div></div></div></a></figure></div><p><strong>Build relationships before deals.</strong> Arnault did not approach the Bulgari family when he was ready to buy. He built a relationship with people he respected over years. When the moment came, the trust was already there. In European ETA, the seller who is three years from retirement is worth knowing today.</p><p><strong>Buy excellence, not distress.</strong> The conventional search for underperforming assets with obvious operational fixes is one approach. The more durable approach is finding businesses that are genuinely excellent and asking what they could become with the right owner and the right resources behind them. Excellence is rarer and more defensible than operational improvement. It is also harder to find, which is why most buyers never look for it properly.</p><p><strong>Structure alignment, not control.</strong> The equity swap that made the Bulgari family LVMH shareholders was not accidental. It was the structure that answered what they actually needed. Every deal has a structure that serves both parties better than the default cash transaction. Finding it requires understanding what the seller is actually afraid of losing, not just what the buyer wants to acquire.</p><p><strong>Respect the legacy when buying founder-led firms.</strong> The businesses that come with the deepest succession opportunities in European ETA are founder-led. They carry the values, relationships, and culture of the person who built them. The buyer who treats that as an obstacle to be managed will destroy value the moment the founder leaves. The buyer who treats it as the core of what they are acquiring will compound it.</p><p><strong>Think in decades, not exits.</strong> Arnault did not buy BVLGARI to sell it in five years. He bought it to build it into the global jewellery leader it has since become. Over the decade following the acquisition, LVMH&#8217;s Watches and Jewellery division tripled in size. By 2021 it accounted for 13.96% of LVMH&#8217;s &#8364;64 billion in total revenue, exceeding Wines and Spirits and Perfumes and Cosmetics, and sitting as the third largest business group in the empire. That long-term orientation shapes how Arnault approaches every part of a deal. For self-funded buyers in Europe, the same logic applies. The best SME acquisitions are not exit plays. They are compounding machines. The patience to wait for the right business, build the right relationship, and move decisively when the moment arrives is not a soft virtue. It is a financial strategy.</p><div><hr></div><h2><strong>Coming Up in the Series</strong></h2><p>The deal is closed. The Bulgari family are still in the building. Paolo and Nicola remain Chairman and Vice Chairman. Trapani is now running LVMH&#8217;s entire watches and jewellery division.</p><p>Now comes the part most acquirers get wrong.</p><ul><li><p>How do you integrate a 127-year-old Italian family business into the world&#8217;s largest luxury group without destroying what made it worth acquiring in the first place?</p></li><li><p>How do you give a newly acquired business enough autonomy to preserve its identity while ensuring it performs against the expectations that justified the premium?</p></li><li><p>And what does Arnault&#8217;s answer to those questions teach a self-funded buyer handing over the keys to a 15-person business in the Netherlands or Belgium?</p></li></ul><p>Part 2 of this series &#8212; BVLGARI: <strong>The Integration Playbook</strong> will appear in a coming issue of Buyout Diary. There will be other content in between, as always. But this thread will continue.</p><p>See you next Monday.<br>&#8203;<br>Alexander</p>]]></content:encoded></item><item><title><![CDATA[The American ETA playbook does not work in Europe. Here is why.]]></title><description><![CDATA[Different capital, different sellers, different culture. Europe needs its own model.]]></description><link>https://www.buyoutdiary.com/p/the-american-eta-playbook-does-not</link><guid isPermaLink="false">https://www.buyoutdiary.com/p/the-american-eta-playbook-does-not</guid><dc:creator><![CDATA[Alexander Kelm]]></dc:creator><pubDate>Mon, 16 Mar 2026 07:30:00 GMT</pubDate><enclosure url="https://substack-post-media.s3.amazonaws.com/public/images/e2d6d3d6-060d-4542-b632-0e8cc5cbe0a1_1200x627.png" length="0" type="image/jpeg"/><content:encoded><![CDATA[<p>Hello, and welcome back to <em>Buyout Diary</em>.</p><p>This broadcast is different from the last two.</p><p>The first of this month was about <a href="https://www.buyoutdiary.com/p/you-told-me-what-you-need-here-is">&#8203;</a><strong><a href="https://www.buyoutdiary.com/p/you-told-me-what-you-need-here-is">what you told me you needed as a European searcher in 2026</a></strong><a href="https://www.buyoutdiary.com/p/you-told-me-what-you-need-here-is">&#8203;</a>. The last one was <a href="https://www.buyoutdiary.com/p/fund-vs-solo-i-made-my-decision">&#8203;</a><strong><a href="https://www.buyoutdiary.com/p/fund-vs-solo-i-made-my-decision">about the decision I made</a></strong><a href="https://www.buyoutdiary.com/p/fund-vs-solo-i-made-my-decision">&#8203;</a> on the independent sponsor model and why I made it. Both were personal.</p><p>This one is not personal. It is an argument.</p><p>One I have been building since I started searching in Europe, one that comes up every time I speak with a searcher who is frustrated that their process is not producing results, and one I think every acquisition entrepreneur on this continent needs to hear before they spend another month applying frameworks that were not designed for this market.</p><p>So here it is. Four structural differences between European and US ETA. And what a European playbook actually looks like if you take those differences seriously.</p><p><strong>This week:</strong></p><ul><li><p>Why the SBA capital stack does not exist in Europe, and what country-level alternatives actually look like</p></li><li><p>Why the succession data is being misread as a buyer&#8217;s market when it is really a trust market</p></li><li><p>Why the search fund model does not fully translate, and what European infrastructure does exist</p></li><li><p>What a European playbook looks like across capital, sourcing, positioning, and valuation</p></li></ul><p><strong>125,000</strong>.</p><p>That is the number of German businesses seeking a successor every single year. Not over a decade. Every year. And that is just Germany.</p><p>Add the Netherlands, where 210,000 to 250,000 businesses will need to transfer ownership in the coming years. Add France, where 700,000 companies will need new leadership in the next decade. Add Belgium, Spain, Italy, Austria, and the rest of Western Europe, and you are looking at one of the largest business transfer opportunities in modern economic history.</p><p>The opportunity in European ETA is not hype. It is demographic reality backed by data.</p><div class="subscription-widget-wrap-editor" data-attrs="{&quot;url&quot;:&quot;https://www.buyoutdiary.com/subscribe?&quot;,&quot;text&quot;:&quot;Subscribe&quot;,&quot;language&quot;:&quot;en&quot;}" data-component-name="SubscribeWidgetToDOM"><div class="subscription-widget show-subscribe"><div class="preamble"><p class="cta-caption">Thanks for reading Buyout Diary! Subscribe for free to receive new posts and support my work.</p></div><form class="subscription-widget-subscribe"><input type="email" class="email-input" name="email" placeholder="Type your email&#8230;" tabindex="-1"><input type="submit" class="button primary" value="Subscribe"><div class="fake-input-wrapper"><div class="fake-input"></div><div class="fake-button"></div></div></form></div></div><p><strong>So why are so many European searchers struggling to close deals?</strong></p><p>Part of the answer is experience. Searching is hard everywhere. But a larger part of the answer is something less obvious and more correctable: <em>European searchers are using the wrong playbook</em>.</p><p>Every week, someone in this community shares a US framework, a US deal structure, a US template. Stanford. HBS. The primers. The standard 80/10/10 capital stack. And then they try to apply it in Germany, the Netherlands, Belgium, or France. And it does not quite work.</p><p>Not because European searchers are doing it wrong. Because the playbook was written for a different market.</p><p>The US ETA ecosystem is extraordinary. Forty years of data, 681 tracked search funds, a 33.7% average IRR over time according to the <a href="https://www.gsb.stanford.edu/faculty-research/case-studies/2024-search-fund-study">&#8203;</a><strong><a href="https://www.gsb.stanford.edu/faculty-research/case-studies/2024-search-fund-study">Stanford 2024 Search Fund Study</a></strong><a href="https://www.gsb.stanford.edu/faculty-research/case-studies/2024-search-fund-study">&#8203;</a>. The infrastructure it produced is real and rigorous. But Europe is not a slower version of the US. It is a structurally different acquisition environment, and the differences matter in four specific ways.</p><p>This issue makes the case for each one. And ends with what the European playbook actually looks like.</p><h2>Part 1. The Capital Problem Is Structural, Not Cyclical</h2><p>The US self-funded search model is built on one piece of infrastructure that most European searchers have never had access to: the SBA 7(a) loan programme.</p><p>Here is how it works in the US. A typical self-funded acquisition uses what practitioners call the 80/10/10 structure. Eighty percent of the purchase price comes from an SBA-backed loan. Ten percent from a seller note. Ten percent from the buyer&#8217;s equity. The SBA network of over 2,000 lenders originated <a href="https://static1.squarespace.com/static/6117411b2f0be106839064eb/t/681a44659e2488346cf951f3/1746551925118/SBA+Lending+in+2025.pdf">&#8203;</a><strong><a href="https://static1.squarespace.com/static/6117411b2f0be106839064eb/t/681a44659e2488346cf951f3/1746551925118/SBA+Lending+in+2025.pdf">$33.9 billion in loans in 2023</a></strong><a href="https://static1.squarespace.com/static/6117411b2f0be106839064eb/t/681a44659e2488346cf951f3/1746551925118/SBA+Lending+in+2025.pdf">&#8203;</a>, and the 7(a) programme can fund acquisitions up to $5 million at government-backed rates with terms designed specifically for business acquisition.</p><p>This is not a minor detail. It is the financial foundation that makes the entire US self-funded model viable at scale. A US searcher can acquire a $3 million EBITDA business with a relatively small personal equity contribution because the government backstops the debt. The leverage works because the instrument exists.</p><p>There is no equivalent in Europe. Not in the Netherlands, not in Germany, not in France, not anywhere across the continent.</p><p><strong>Country-level alternatives exist and are underused</strong>:</p><p>In the Netherlands, the <a href="https://www.rvo.nl/subsidies-financiering/bmkb">&#8203;</a><strong><a href="https://www.rvo.nl/subsidies-financiering/bmkb">BMKB</a></strong><a href="https://www.rvo.nl/subsidies-financiering/bmkb">&#8203;</a> (Borgstelling MKB-kredieten) provides government guarantees of up to 90% for SME loans including acquisitions. In Germany, <a href="https://www.kfw.de/inlandsfoerderung/Unternehmen/Gr%C3%BCnden-Nachfolgen/F%C3%B6rderprodukte/">&#8203;</a><strong><a href="https://www.kfw.de/inlandsfoerderung/Unternehmen/Gr%C3%BCnden-Nachfolgen/F%C3%B6rderprodukte/">KfW</a></strong><a href="https://www.kfw.de/inlandsfoerderung/Unternehmen/Gr%C3%BCnden-Nachfolgen/F%C3%B6rderprodukte/">&#8203;</a> offers low-interest lending programmes specifically for Mittelstand succession financing. In Belgium, <a href="https://www.pmv.eu/">&#8203;</a><strong><a href="https://www.pmv.eu/">PMV</a></strong><a href="https://www.pmv.eu/">&#8203;</a> operates in Flanders and <a href="https://www.wallonie-entreprendre.be/en/">&#8203;</a><strong><a href="https://www.wallonie-entreprendre.be/en/">SOWALFIN</a></strong><a href="https://www.wallonie-entreprendre.be/en/">&#8203;</a> covers Wallonia. In the UK, the <a href="https://www.british-business-bank.co.uk/finance-options">&#8203;</a><strong><a href="https://www.british-business-bank.co.uk/finance-options">Enterprise Finance Guarantee</a></strong><a href="https://www.british-business-bank.co.uk/finance-options">&#8203;</a> provides 80% government-backed coverage for SME acquisition loans.</p><p>These programmes are real. They are not perfect equivalents of the SBA, but they are significantly more accessible than most European searchers realise. The problem is that searchers arriving with US frameworks do not know to look for them, because nothing in the primers explains the European financing landscape.</p><p>The practical consequence of this capital gap is significant. European bank lending for SME acquisitions is more conservative than its US equivalent. Collateral requirements are higher. Covenants are tighter. Credit committees are slower. The culture of institutional leverage behind small business acquisitions simply does not exist here in the same form.</p><p>What does exist in Europe, and what most US-trained searchers underestimate, is seller financing. European sellers are frequently more open to staying involved financially in a transaction than searchers expect. A seller note or earn-out structure is not a sign of a weak deal in Europe. It is often the most natural and culturally aligned tool available, because it gives the seller a bridge rather than just a cheque, and it allows the buyer to close a deal without needing institutional debt to cover the entire gap.</p><p>In Europe, seller financing is a primary structure. Treat it as one.</p><h2>Part 2. The Succession Opportunity Is Being Approached Wrong</h2><p>The data on European SME succession is striking. Most searchers know the broad story. Fewer know the specific numbers that reveal where the real opportunity sits.</p><p>In Germany, 54% of SME owners are already 55 or older. Nearly 40% have passed 60. These are current figures from<strong> </strong><a href="https://www.kfw.de/%C3%9Cber-die-KfW/KfW-Research/Nachfolge-im-deutschen-Mittelstand.html">&#8203;</a><strong><a href="https://www.kfw.de/%C3%9Cber-die-KfW/KfW-Research/Nachfolge-im-deutschen-Mittelstand.html">KfW Research&#8217;s 2024 analysis</a></strong><a href="https://www.kfw.de/%C3%9Cber-die-KfW/KfW-Research/Nachfolge-im-deutschen-Mittelstand.html">&#8203;</a>, not projections. The consequence is that approximately 186,000 German companies will require succession within the next five years, according to <a href="https://www.ifm-bonn.org/publikationen/daten-und-fakten/detailansicht/unternehmensnachfolgen-in-deutschland-2026-bis-2030">&#8203;</a><strong><a href="https://www.ifm-bonn.org/publikationen/daten-und-fakten/detailansicht/unternehmensnachfolgen-in-deutschland-2026-bis-2030">IfM Bonn&#8217;s 2024 estimates</a></strong><a href="https://www.ifm-bonn.org/publikationen/daten-und-fakten/detailansicht/unternehmensnachfolgen-in-deutschland-2026-bis-2030">&#8203;</a>. Of the 9,600 companies currently engaged in active succession counselling through DIHK, only 4,000 have identified a concrete takeover candidate. That is a 58% gap between businesses that need a successor and businesses that have found one.</p><p>The direction of travel on family succession makes this more acute. In 2016, 41% of German SME transfers went to family members. By 2019 that had fallen to 34%. Today, 60 to 70% of German SME transfers go to external buyers: management teams, employees, other companies, or acquisition entrepreneurs.</p><p>The Netherlands shows nearly identical patterns. Between 210,000 and 250,000 Dutch businesses will need to transfer ownership in the coming years, according to <a href="https://www.mkb.nl/">&#8203;</a><strong><a href="https://www.mkb.nl/">CBS and MKB-Nederland&#8217;s 2024 analysis</a></strong><a href="https://www.mkb.nl/">&#8203;</a>. A <a href="https://www.nyenrode.nl/faculteit-en-onderzoek/faculteit/leerstoelen/familiebedrijven/familiebedrijf">&#8203;</a><strong><a href="https://www.nyenrode.nl/faculteit-en-onderzoek/faculteit/leerstoelen/familiebedrijven/familiebedrijf">2024 Nyenrode study</a></strong><a href="https://www.nyenrode.nl/faculteit-en-onderzoek/faculteit/leerstoelen/familiebedrijven/familiebedrijf">&#8203;</a> found that more than 85,000 Dutch family businesses are currently in active transfer processes. And like Germany, 25 to 30% of Dutch SME owners have no designated successor at all.</p><p>France rounds out the picture. The <a href="https://www.bpce.fr/en">&#8203;</a><strong><a href="https://www.bpce.fr/en">Banque de France and BPCE research</a></strong><a href="https://www.bpce.fr/en">&#8203;</a> puts the number of French SMEs facing a generational transfer at over 700,000 in the next decade. The French market has particular characteristics worth noting: the transmission d&#8217;entreprise ecosystem is more institutionally developed than Germany or the Netherlands, with regional Chambres de Commerce actively facilitating introductions between retiring owners and external buyers. <a href="https://www.cra.asso.fr/">&#8203;</a><strong><a href="https://www.cra.asso.fr/">CRA (C&#233;dants et Repreneurs d&#8217;Affaires)</a></strong><a href="https://www.cra.asso.fr/">&#8203;</a> is the closest French equivalent to a structured SME transfer network and worth knowing if you are searching in France.</p><p>These numbers describe an enormous market. But they do not describe an easy market.</p><p>Here is the mistake most searchers make when they encounter this data. They read it as a buyer&#8217;s market. Low competition, motivated sellers, strong deal flow. And so they approach it the way a buyer&#8217;s market is approached in the US: with a clear acquisition criteria document, a structured outreach campaign, and a process designed to filter efficiently.</p><p>This approach fails in Europe because it misreads what the data is actually describing.</p><p>These 125,000 German business owners seeking successors every year are not sellers in the traditional sense. Most have never heard of ETA. Many have never been through a business transaction before. They are founding families who have spent 20 to 40 years building something, and they are thinking about what happens to their employees, their customers, their suppliers, and the community around their business when they are no longer there.</p><p>They are not looking for a buyer. They are looking for a steward.</p><p>A cold LOI sent to a Mittelstand owner who has never engaged with the M&amp;A world will not land the way a similar approach lands in a US context where business brokers have pre-educated sellers on the acquisition process. The opportunity is real. The approach to it matters enormously.</p><p><strong>A useful reference here: </strong><a href="https://www.transeo-association.eu/transeo-barometer">&#8203;</a><strong><a href="https://www.transeo-association.eu/transeo-barometer">Transeo&#8217;s European SME Transfer Barometer</a></strong><a href="https://www.transeo-association.eu/transeo-barometer">&#8203;</a> publishes annual data on transfer volumes, seller motivations, and success rates by country. If you are building your search around succession demographics, this is worth reading before you write your first outreach letter.</p><h2>Part 3. The Search Fund Model Itself Does Not Fully Translate</h2><p>The IESE Business School tracks search fund activity outside the US and Canada in its biennial international study. The <a href="https://apply.iese.edu/study2024/">&#8203;</a><strong><a href="https://apply.iese.edu/study2024/">2024 edition</a></strong><a href="https://apply.iese.edu/study2024/">&#8203;</a>, covering data through December 2023, provides the clearest picture available of where European search funds actually stand.</p><p>Outside North America, IESE counts 320 search funds across 40 countries. 2023 was a record year internationally: 59 new funds formed and 31 acquisitions completed. Spain leads Europe with 67 search funds ever formed, followed by the UK with 35. Germany, Europe&#8217;s largest economy and home to the Mittelstand, has seen just 20 search funds since 2009.</p><p>The returns data shows an international ROI of 2.0x and IRR of 18.1%, compared to the Stanford 2024 US figures of 4.5x ROI and 35.1% IRR. This gap looks significant. But one number explains most of it: 62% of all international search fund acquisitions have happened since 2020. The exits have not matured yet. This is a young market, not a weak one.</p><p>What the IESE data does confirm is the structural differences that make the model harder to execute in Europe.</p><p>The LP community for European search funds is thin and fragmented. There is no equivalent of the concentrated US institutional investor base that has backed hundreds of funds over decades. European family offices and high net worth individuals understand the search fund model far less consistently than their US counterparts, and they are spread across 27 different regulatory and tax environments.</p><p>There are no standardised European search fund documents. In the US, Goodwin Procter&#8217;s template based on the Stanford framework has been used by hundreds of funds. In Europe, every fund is built from scratch because the legal structures differ by jurisdiction. US participating preferred stock does not translate directly to Dutch BV law, German GmbH structures, or Belgian SRL requirements. Each requires its own legal architecture to achieve the same economic outcomes.</p><p>The deal sourcing infrastructure gap is equally significant. The US has the Association for Corporate Growth with over 10,000 members and the International Business Brokers Association with 1,800+ brokers. Europe has <a href="https://www.transeo-association.eu/">&#8203;</a><strong><a href="https://www.transeo-association.eu/">Transeo Association</a></strong><a href="https://www.transeo-association.eu/">&#8203;</a>, the pan-European network for SME transfers operating in 20+ countries and covering the &#8364;500,000 to &#8364;25 million transaction range. National equivalents like <a href="https://www.bvmw.de/">&#8203;</a><strong><a href="https://www.bvmw.de/">BVMW</a></strong><a href="https://www.bvmw.de/">&#8203;</a><strong> </strong>in Germany and <a href="https://www.mkb.nl/">&#8203;</a><strong><a href="https://www.mkb.nl/">MKB-Nederland</a></strong><a href="https://www.mkb.nl/">&#8203;</a> provide access to owner communities. But the infrastructure is thinner and less standardised.</p><p>Critically, many of the best European SME acquisition targets are not listed for sale anywhere. They will never appear on a broker&#8217;s platform. Finding them requires direct outreach to owners before they have entered a formal sale process, and building the kind of relationship that means you are the person they call when they are ready.</p><p>This is why direct outreach is not just a tactic in European ETA. It is the primary sourcing strategy.</p><p><strong>A useful case study here:</strong> Integrated Search, a UK-based self-funded searcher community, has documented how the most successful UK acquisitions in recent years came through accountant referrals and direct owner outreach rather than broker listings. The pattern holds across Germany and the Netherlands too. Searchfunder&#8217;s European threads are worth reading if you want to see this firsthand from practitioners.</p><h2>Part 4. The Cultural Problem Is The Hardest One To See</h2><p>The capital gap is visible if you look for it. The succession data is quantifiable. The infrastructure differences can be mapped. But the fourth structural difference between US and European ETA is harder to see because it is not in any dataset.</p><p>It is the way European business owners think about their businesses, and what they actually want from a sale.</p><p>In the US, entrepreneurship is celebrated publicly and loudly. Selling your business and moving on is normalised, even admired. The concept of buying a business with leverage, placing a professional CEO to run it, and earning investor returns is well understood. Business schools teach it. Podcasts celebrate it. The language has a shared vocabulary that sellers recognise and respond to.</p><p>In continental Europe, particularly in Germany, the Netherlands, Belgium, Austria, and Switzerland, business ownership carries a different weight. The Mittelstand ethos is stewardship, not exit. Many founders who have spent decades building a business would be deeply uncomfortable sitting across the table from a buyer who leads with their investment thesis, their return expectations, and their exit timeline.</p><p>The US playbook is built on transparency about the model. In Europe, leading with the model before the relationship is a consistent and costly mistake.</p><p>This is not a minor cultural nuance. It is structural. The KfW data shows that even as family succession has declined, sellers still overwhelmingly prefer it as their first choice. Why? Because family succession carries the implicit promise of continuity. Of the business remaining what it has always been. Of employees being taken care of. The fact that family succession is becoming less feasible does not reduce the desire for what it represents.</p><p>External buyers who want to close European deals need to offer something that addresses this desire, not something that ignores it.</p><p>Words matter in this context. &#8220;Acquisition&#8221; sounds clinical. &#8220;Target&#8221; sounds transactional. &#8220;Deal flow&#8221; sounds like something from a different world entirely. Words like &#8220;continuity,&#8221; &#8220;stewardship,&#8221; and &#8220;succession&#8221; open more doors in European seller conversations because they speak to what the seller is actually thinking about.</p><p>The timeline matters too. In the US, a buyer can move from initial contact to LOI in weeks if the fit is right. In Europe, the relationship between a buyer and a potential seller often needs months before a transaction conversation can begin at all. This is not inefficiency. It is how trust is built in cultures where trust precedes transaction rather than emerging from it.</p><p>In Europe, accountants, notaries, and regional banks are the real gatekeepers of deal flow. These are the professionals who know which business owners are thinking about succession, who maintain multi-decade relationships with the families involved, and who can make an introduction that carries genuine credibility. A cold approach to a German Mittelstand owner through LinkedIn will rarely succeed. A warm introduction from a trusted regional accountant who has known that owner for twenty years is how deals begin here.</p><p><strong>A relevant example:</strong> Roland Berger&#8217;s long-running research on German Mittelstand succession has consistently found that business owners rank trust and cultural fit above price as their primary selection criteria when choosing an external successor. The <a href="https://www.rolandberger.com/en/Join/Blog/Alumni-Spotlight-Johannes-Maximilian-on-building-impactful-businesses.html">&#8203;</a><strong><a href="https://www.rolandberger.com/en/Join/Blog/Alumni-Spotlight-Johannes-Maximilian-on-building-impactful-businesses.html">most recent edition of their Mittelstand study</a></strong><a href="https://www.rolandberger.com/en/Join/Blog/Alumni-Spotlight-Johannes-Maximilian-on-building-impactful-businesses.html">&#8203;</a> is worth reading if you are targeting Germany. The same pattern, slightly less documented but equally present, holds in the Netherlands and Belgium.</p><h2>Part 5. What The European Playbook Actually Looks Like</h2><p>The four structural differences above are not reasons to avoid European ETA. They are the map. Once you understand the terrain, you can navigate it.</p><p><strong>On capital:</strong></p><p>Before you start your search, map the financing landscape of your specific country. In the Netherlands, understand how the <a href="https://www.rvo.nl/subsidies-financiering/bmkb">&#8203;</a><strong><a href="https://www.rvo.nl/subsidies-financiering/bmkb">BMKB guarantee</a></strong><a href="https://www.rvo.nl/subsidies-financiering/bmkb">&#8203;</a> works and which banks actively use it for acquisition financing. In Germany, speak to someone who has used <a href="https://www.kfw.de/inlandsfoerderung/Unternehmen/Gr%C3%BCnden-Nachfolgen/F%C3%B6rderprodukte/">&#8203;</a><strong><a href="https://www.kfw.de/inlandsfoerderung/Unternehmen/Gr%C3%BCnden-Nachfolgen/F%C3%B6rderprodukte/">KfW succession programmes</a></strong><a href="https://www.kfw.de/inlandsfoerderung/Unternehmen/Gr%C3%BCnden-Nachfolgen/F%C3%B6rderprodukte/">&#8203;</a> before you approach your first seller. In Belgium, understand which regional scheme applies to your geography. In the UK, know the <a href="https://www.british-business-bank.co.uk/finance-options/debt-finance/growth-guarantee-scheme">&#8203;</a><strong><a href="https://www.british-business-bank.co.uk/finance-options/debt-finance/growth-guarantee-scheme">Enterprise Finance Guarantee</a></strong><a href="https://www.british-business-bank.co.uk/finance-options/debt-finance/growth-guarantee-scheme">&#8203;</a> inside out.</p><p>More importantly: structure seller financing as a primary component of your deals from day one, not as a gap-fill when bank debt falls short. In Europe, a seller who keeps 15 to 20% through a seller note or structured earn-out is often a more aligned partner post-acquisition than one who takes full cash at closing and walks away.</p><p><strong>On legal structure:</strong></p><p>Before you structure your first deal, find a local M&amp;A lawyer who has closed at least five SME acquisitions in your specific jurisdiction. This is not optional. Dutch BV law, German GmbH structures, Belgian SRL requirements, and UK limited company mechanics each require their own legal architecture to achieve the same economic outcomes you might assume are standard. US deal terms like participating preferred stock do not translate directly, and the cost of discovering this mid-negotiation is significant. One good transaction lawyer with a track record in your country will save you more than their fee on your first deal.</p><p><strong>On deal sourcing:</strong></p><p>Build relationships with <a href="https://www.transeo-association.eu/">&#8203;</a><strong><a href="https://www.transeo-association.eu/">Transeo Association</a></strong><a href="https://www.transeo-association.eu/">&#8203;</a> member advisors in your target markets. This is your access point to the closest thing Europe has to a structured intermediary network for SME transfers. In Germany, engage with <a href="https://www.bvmw.de/">&#8203;</a><strong><a href="https://www.bvmw.de/">BVMW</a></strong><a href="https://www.bvmw.de/">&#8203;</a>chapters in your target region. In the Netherlands, work with <a href="https://www.mkb.nl/">&#8203;</a><strong><a href="https://www.mkb.nl/">MKB-Nederland</a></strong><a href="https://www.mkb.nl/">&#8203;</a> networks and regional accountancy practices.</p><p>Do not wait for businesses to come to market. The best European SME acquisition targets will never appear on a broker platform. Direct outreach to owners who are approaching retirement age, in industries and geographies where you have genuine knowledge, is where the best deals start. This takes longer. It also produces less competition.</p><p>Think regionally before you think nationally. A searcher with deep knowledge of a single market will consistently outperform a searcher with surface-level coverage across five countries.</p><p><strong>On positioning:</strong></p><p>Build your reputation before you need it. The searcher who has been writing about ownership, showing up at local business events, and having honest conversations about succession for twelve months will close deals that the cold outreach searcher will not. European sellers do not buy acquisition models. They buy people they trust.</p><p>Do not lead with your criteria. Lead with curiosity about the business, its history, what the owner has built, and what they are trying to protect. Understand what the seller is afraid of losing before you begin talking about what you want to gain. The transaction conversation will come. The relationship has to come first.</p><p><strong>On valuation:</strong></p><p>European deal multiples are lower than US equivalents, and this is an advantage for buyers, not a weakness of the market. Southern European mid-market deals averaged 5.3x EBITDA in the first half of 2025, according to <a href="https://www.dealsuite.com/en/resources/reports">&#8203;</a><strong><a href="https://www.dealsuite.com/en/resources/reports">Dealsuite&#8217;s M&amp;A Monitor</a></strong><a href="https://www.dealsuite.com/en/resources/reports">&#8203;</a>. In Spain, search fund targets typically trade at 4 to 6x EBITDA versus 6 to 8x or higher in the US. Lower entry multiples mean more room for value creation, more manageable debt service, and more realistic seller expectations.</p><p>The lower multiple environment is not a consolation prize for the absence of SBA financing. It is part of what makes European ETA genuinely compelling if you approach it with the right tools.</p><div class="captioned-image-container"><figure><a class="image-link image2 is-viewable-img" target="_blank" href="https://substackcdn.com/image/fetch/$s_!TPYX!,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F405406d8-99c2-458d-ae17-727f73a99e3b_800x800.jpeg" data-component-name="Image2ToDOM"><div class="image2-inset"><picture><source type="image/webp" srcset="https://substackcdn.com/image/fetch/$s_!TPYX!,w_424,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F405406d8-99c2-458d-ae17-727f73a99e3b_800x800.jpeg 424w, https://substackcdn.com/image/fetch/$s_!TPYX!,w_848,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F405406d8-99c2-458d-ae17-727f73a99e3b_800x800.jpeg 848w, https://substackcdn.com/image/fetch/$s_!TPYX!,w_1272,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F405406d8-99c2-458d-ae17-727f73a99e3b_800x800.jpeg 1272w, https://substackcdn.com/image/fetch/$s_!TPYX!,w_1456,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F405406d8-99c2-458d-ae17-727f73a99e3b_800x800.jpeg 1456w" sizes="100vw"><img src="https://substackcdn.com/image/fetch/$s_!TPYX!,w_1456,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F405406d8-99c2-458d-ae17-727f73a99e3b_800x800.jpeg" width="800" height="800" data-attrs="{&quot;src&quot;:&quot;https://substack-post-media.s3.amazonaws.com/public/images/405406d8-99c2-458d-ae17-727f73a99e3b_800x800.jpeg&quot;,&quot;srcNoWatermark&quot;:null,&quot;fullscreen&quot;:null,&quot;imageSize&quot;:null,&quot;height&quot;:800,&quot;width&quot;:800,&quot;resizeWidth&quot;:null,&quot;bytes&quot;:null,&quot;alt&quot;:null,&quot;title&quot;:null,&quot;type&quot;:null,&quot;href&quot;:null,&quot;belowTheFold&quot;:true,&quot;topImage&quot;:false,&quot;internalRedirect&quot;:null,&quot;isProcessing&quot;:false,&quot;align&quot;:null,&quot;offset&quot;:false}" class="sizing-normal" alt="" srcset="https://substackcdn.com/image/fetch/$s_!TPYX!,w_424,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F405406d8-99c2-458d-ae17-727f73a99e3b_800x800.jpeg 424w, https://substackcdn.com/image/fetch/$s_!TPYX!,w_848,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F405406d8-99c2-458d-ae17-727f73a99e3b_800x800.jpeg 848w, https://substackcdn.com/image/fetch/$s_!TPYX!,w_1272,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F405406d8-99c2-458d-ae17-727f73a99e3b_800x800.jpeg 1272w, https://substackcdn.com/image/fetch/$s_!TPYX!,w_1456,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F405406d8-99c2-458d-ae17-727f73a99e3b_800x800.jpeg 1456w" sizes="100vw" loading="lazy"></picture><div class="image-link-expand"><div class="pencraft pc-display-flex pc-gap-8 pc-reset"><button tabindex="0" type="button" class="pencraft pc-reset pencraft icon-container restack-image"><svg role="img" width="20" height="20" viewBox="0 0 20 20" fill="none" stroke-width="1.5" stroke="var(--color-fg-primary)" stroke-linecap="round" stroke-linejoin="round" xmlns="http://www.w3.org/2000/svg"><g><title></title><path d="M2.53001 7.81595C3.49179 4.73911 6.43281 2.5 9.91173 2.5C13.1684 2.5 15.9537 4.46214 17.0852 7.23684L17.6179 8.67647M17.6179 8.67647L18.5002 4.26471M17.6179 8.67647L13.6473 6.91176M17.4995 12.1841C16.5378 15.2609 13.5967 17.5 10.1178 17.5C6.86118 17.5 4.07589 15.5379 2.94432 12.7632L2.41165 11.3235M2.41165 11.3235L1.5293 15.7353M2.41165 11.3235L6.38224 13.0882"></path></g></svg></button><button tabindex="0" type="button" class="pencraft pc-reset pencraft icon-container view-image"><svg xmlns="http://www.w3.org/2000/svg" width="20" height="20" viewBox="0 0 24 24" fill="none" stroke="currentColor" stroke-width="2" stroke-linecap="round" stroke-linejoin="round" class="lucide lucide-maximize2 lucide-maximize-2"><polyline points="15 3 21 3 21 9"></polyline><polyline points="9 21 3 21 3 15"></polyline><line x1="21" x2="14" y1="3" y2="10"></line><line x1="3" x2="10" y1="21" y2="14"></line></svg></button></div></div></div></a></figure></div><h2><strong>Buyout Diary ETA Conference Pass 2026</strong></h2><p>Get intelligence from INSEAD, IESE, and RSM 2026.</p><p>Four detailed reports. &#8364;99. One payment.</p><p class="button-wrapper" data-attrs="{&quot;url&quot;:&quot;https://alex.buyoutdiary.com/products/conference-pass-2026&quot;,&quot;text&quot;:&quot;Get It Now!&quot;,&quot;action&quot;:null,&quot;class&quot;:null}" data-component-name="ButtonCreateButton"><a class="button primary" href="https://alex.buyoutdiary.com/products/conference-pass-2026"><span>Get It Now!</span></a></p><h2>The Summary</h2><p>The US ETA ecosystem is not wrong. It is extraordinary. But it was built for a specific market, at a specific moment in time, with specific infrastructure that does not exist in Europe.</p><p>Copying it wholesale here is not a strategy. It is a shortcut that will cost you time, credibility, and deals.</p><p>The European opportunity is real. The succession gap across Germany and the Netherlands alone represents hundreds of thousands of businesses that need external buyers over the next decade. The demographics are not slowing down. The family succession pipeline is not recovering. The gap between businesses seeking successors and qualified buyers who understand what these sellers actually need is widening every year.</p><p>The searchers who will win in Europe over the next decade are not the ones who read the most US primers. They are the ones who understand their local financing landscape, who source deals through relationships rather than listings, who treat European sellers with the patience and respect their life&#8217;s work deserves, and who build reputations before they need them.</p><p>Europe does not need a translated American playbook.</p><p>It needs its own.</p><p><em>Hit reply and tell me: what is the biggest structural difference you have personally encountered between the US model and your own market?</em></p><p>See you next Monday. Alexander</p>]]></content:encoded></item><item><title><![CDATA[Fund vs solo. I made my decision.]]></title><description><![CDATA[I set a deadline of 28 February. I kept it. Here is what I decided and why.]]></description><link>https://www.buyoutdiary.com/p/fund-vs-solo-i-made-my-decision</link><guid isPermaLink="false">https://www.buyoutdiary.com/p/fund-vs-solo-i-made-my-decision</guid><dc:creator><![CDATA[Alexander Kelm]]></dc:creator><pubDate>Mon, 09 Mar 2026 07:30:00 GMT</pubDate><enclosure url="https://substack-post-media.s3.amazonaws.com/public/images/070132d5-4768-46fc-aafb-c090a776322d_1200x627.png" length="0" type="image/jpeg"/><content:encoded><![CDATA[<p>Hello, and welcome back to <em>Buyout Diary</em>.</p><p>In December I told you I had until 28 February to make my decision.</p><p>I kept it.</p><p>Most people set deadlines and quietly let them pass. I did not want to be one of those people. I made that commitment in public, in front of you, in this newsletter. And that matters to me more than it probably should. Because building in public is not just about sharing the wins. It is about honouring the commitments too. Even when nobody would notice if you quietly moved the goalposts.</p><p>So here it is. The decision. How I got there. And why I think it is the right one.</p><div class="subscription-widget-wrap-editor" data-attrs="{&quot;url&quot;:&quot;https://www.buyoutdiary.com/subscribe?&quot;,&quot;text&quot;:&quot;Subscribe&quot;,&quot;language&quot;:&quot;en&quot;}" data-component-name="SubscribeWidgetToDOM"><div class="subscription-widget show-subscribe"><div class="preamble"><p class="cta-caption">Thanks for reading Buyout Diary! Subscribe for free to receive new posts and support my work.</p></div><form class="subscription-widget-subscribe"><input type="email" class="email-input" name="email" placeholder="Type your email&#8230;" tabindex="-1"><input type="submit" class="button primary" value="Subscribe"><div class="fake-input-wrapper"><div class="fake-input"></div><div class="fake-button"></div></div></form></div></div><h2>23 December 2025. M&#252;nster, Germany.</h2><p>The day before Christmas Eve.</p><p>I was sitting across from a local M&amp;A lawyer. Two hours, one table, a lot of coffee. Most people were already mentally on holiday. Shops were closing early. The streets had that particular quiet that only comes on the last working day before Christmas. I was in M&#252;nster for a meeting I had been looking forward to for weeks, and I was not expecting anything earth shattering from it. We were talking about ETA in Germany, in the Benelux, in Europe more broadly. The difference between private equity and search funds. Whether the distinctions even matter anymore in the European context.</p><p>Then he asked me something I was not ready for.</p><p><em>&#8220;You have the mindset of an acquisition entrepreneur but your skills are more like an investor. Why aren&#8217;t you raising a fund?&#8221;</em></p><p>I sat there quietly for a moment.</p><p>Not because it surprised me. More because it felt like permission. Permission to finally see myself clearly, without the story I had been telling about what I was supposed to be doing. I had been circling this thought for two months already. This man just named it out loud, calmly, on a quiet December afternoon while the rest of the world was wrapping presents.</p><p>What was I feeling in that moment? Honestly, relief. The kind of relief you feel when someone says out loud the thing you already knew but were not quite ready to say yourself. I drove home that evening and the decision, the real one, had already started forming.</p><h2>Part 1. August 2025: I Was Betting on HoldCo</h2><p>Let me take you back to where this started properly.</p><p>In August 2025 I published an article called <strong>The Three ETA Models Explained</strong>. It came directly out of my MBA research at the University of Greenwich, where I had been studying governance and post-acquisition integration in small business acquisitions. Real research. Interviews with acquisition entrepreneurs, investors, HoldCo founders. Not just reading the primers but actually talking to the people living these models.</p><p>My conclusion was clear: the HoldCo model was the right fit for my temperament and my goals.</p><p>Three reasons stood out. First, governance design. My MBA research was deeply focused on how principal-agent conflicts can be managed through incentives, trust, and organisational structure. The HoldCo model gave me the opportunity to apply those lessons directly, designing equity programmes for operators, building reporting rhythms that balance autonomy with accountability. Second, compounding. Where a traditional search or self-funded path often ends in a single company exit, a HoldCo compounds value across multiple businesses over time. That appealed to me fundamentally. Third, long term fit. I am less interested in a buy, grow, sell cycle and more interested in building something enduring. The HoldCo model is patient. It is resilient. It has room for creativity.</p><p>I already had a holding company structure set up from previous ventures. I believed in this conclusion. It was not a random choice.</p><p>And I still believe in it, by the way. The HoldCo is still the right model for me, long term. But at the time I wrote that article, something was missing from the picture. I could not quite name it yet.</p><p>The honest gap? Cash flow. In the beginning, before you have deals generating returns, before you have a track record, before investors are committed, the HoldCo is a structure waiting for capital. And the independent sponsor model, which I had not yet named as my opportunity, was sitting right there in the European market, underdeveloped and overlooked. Not because it does not work here. Because nobody was building it properly for this context.</p><div><hr></div><p><em>If you want to read the full thinking behind this, I published the original article on LinkedIn in August 2025. It goes deeper into the governance and compounding case for each model. You can read it here: </em><a href="https://www.linkedin.com/pulse/three-eta-models-explained-which-one-im-betting-alexander-kelm-j2z4e">&#8203;</a><strong><a href="https://www.linkedin.com/pulse/three-eta-models-explained-which-one-im-betting-alexander-kelm-j2z4e">The Three ETA Models Explained &#8212; Which One I Am Betting On</a></strong><a href="https://www.linkedin.com/pulse/three-eta-models-explained-which-one-im-betting-alexander-kelm-j2z4e">&#8203;</a></p><h2>Part 2. September 2025: The Independent Sponsor Article</h2><p>One month after the HoldCo piece, I published something called Independent Sponsors: <strong>ETA&#8217;s Best-Kept Secret</strong>.</p><p>I called it ETA&#8217;s best-kept secret because that is genuinely what it felt like. In the traditional ETA conversation, everyone talks about the same three models. Traditional search fund, self-funded search, HoldCo. But there is a fourth model sitting between private equity and acquisition entrepreneurship that rarely gets the spotlight. The independent sponsor.</p><p>Here is how it works. You do not raise a fund upfront. You invest your own time and energy in sourcing and structuring deals. When you find an attractive target, you bring it to investors, family offices, high net worth individuals, private equity firms, who then fund the acquisition. You earn carried interest, typically ten to twenty percent, though I want to be honest and say the equity piece in practice is often one to five percent. You stay involved in governance. You place the right operator to run the business day to day.</p><p>What pulled me toward this model was not just the capital efficiency. It was something more personal. I kept observing, in my research and in my conversations with searchers, that not everyone who does a search actually wants to be CEO for life. Some people are genuinely great at finding deals, structuring them, building relationships with sellers. But they are less interested in running daily operations indefinitely. The independent sponsor model gives those people a real path.</p><p>And in Europe specifically, I believe this model fits better than a traditional search fund. European deals are smaller. Institutional capital is scarcer. The market is fragmented. The independent sponsor model is built for exactly that environment. You can build a portfolio of pieces of SME businesses, learning from each one, without needing a single large capital raise upfront.</p><p>When I wrote that article I said I was considering applying the independent sponsor approach to select deals alongside my HoldCo. I was already moving toward a hybrid. I just had not committed to it fully yet.</p><div><hr></div><p><em>The full article is on LinkedIn if you want to understand the model in more detail before reading the rest of this issue. It covers the mechanics, the carried interest structure, and why I think this is the most underrated path in European ETA right now: </em><a href="https://www.linkedin.com/pulse/independent-sponsors-etas-best-kept-secret-alexander-kelm-eaw7e">&#8203;</a><strong><a href="https://www.linkedin.com/pulse/independent-sponsors-etas-best-kept-secret-alexander-kelm-eaw7e">Independent Sponsors: ETA&#8217;s Best-Kept Secret</a></strong><a href="https://www.linkedin.com/pulse/independent-sponsors-etas-best-kept-secret-alexander-kelm-eaw7e">&#8203;</a></p><h2>Part 3. What 2025 Actually Taught Me</h2><p>Let me be honest about what the year actually looked like from the inside.</p><p>I pivoted between industries more times than I would like to admit. Digital businesses. Accounting firms. Retail. Maritime. Agri-logistics. Craftsmanship. Local services. From the outside this probably looked like indecision. From the inside it felt like wandering without a map.</p><p>But here is what I have come to understand. I was not lost. I was researching. Searching for businesses that are AI resistant and recession resistant, businesses that serve fundamental human needs regardless of economic cycles. Each pivot taught me something about European deal structures, about what sellers actually want, about where the real gaps are between what buyers expect and what sellers are willing to do.</p><p>Something else happened in 2025 that I did not plan for. In the December newsletter I wrote about finishing my MBA. What I did not say clearly enough then was what that moment actually felt like. I started my academic journey almost two decades ago, always with the idea that one day I would complete a master&#8217;s degree. When I finally held that certificate in my hands, it mattered more than I expected. Not because of the title. Because it closed a long chapter and left something behind: not ambition, but clarity.</p><p>The MBA did not redirect me. It sharpened me.</p><p>What stayed with me from those two years was not finance or valuation or strategy frameworks, though those were useful. What stayed was a much deeper understanding of governance, delegation, and stewardship. Writing my thesis forced me to think beyond the moment of acquisition, past the excitement of closing, into what happens in the years that follow when the responsibility remains. Ownership is not an event. It is a condition. And that condition requires more than intelligence. It requires systems, people, and environments that support good judgement over long periods of time.</p><p>As I shared that research publicly, something unexpected happened. Conversations multiplied. People reached out, not because they wanted answers, but because they recognised the questions. Searchers in the Netherlands, Germany, Belgium, France, Spain. All circling the same uncertainties. All learning in isolation. That experience planted a seed I had not been expecting to plant.</p><p>The thing I did not plan was this: while I was searching for a business, I was actually building an ecosystem.</p><p><a href="etaamsterdam.com">&#8203;</a><strong><a href="etaamsterdam.com">ETA Amsterdam</a></strong><a href="etaamsterdam.com">&#8203;</a> was not founded as a strategic move. It started as a response to absence. I was looking for people who cared deeply about long-term ownership, and when I could not find that space, I created it. Europe needs its own voice in the acquisition entrepreneurship movement. Copying the American search fund model was never going to work here. The market is different. The culture around ownership is different. The capital structures are different. What Europe needed was its own infrastructure, built from the inside.</p><p>The community grew faster than I expected. The conversations were richer than I hoped. And somewhere along the way I realised I was spending more energy building that ecosystem than I was closing deals.</p><p>That should have told me something. It eventually did.</p><p>There is a difference between hosting meetups and building an ecosystem. Meetups are events. Ecosystems are relationships. What I was building, quietly and without fully naming it, was the connective tissue that European ETA had been missing. A place where thinking continues between conferences. Where trust builds through repetition. Where learning compounds rather than resets every time someone new enters the room.</p><p>My wife has been part of this journey from the beginning. When I started talking to her about where all of this was heading, about the decision I needed to make, her answer was simple. Do what you think is right. Do what you actually like doing. That clarity, from the person who knows me best, mattered more than any strategic framework.</p><div><hr></div><p><em>The December newsletter where I first wrote about the ecosystem shift, the MBA, and where I was heading is still available in full on Substack. If you are new to Buyout Diary or want to understand the context behind this issue, that is the right place to start:<strong> </strong></em><a href="https://open.substack.com/pub/buyoutdiary/p/building-something-bigger-than-my?utm_campaign=post-expanded-share&amp;utm_medium=web">&#8203;</a><strong><a href="https://open.substack.com/pub/buyoutdiary/p/building-something-bigger-than-my?utm_campaign=post-expanded-share&amp;utm_medium=web">Building Something Bigger Than My Own Search</a></strong><a href="https://open.substack.com/pub/buyoutdiary/p/building-something-bigger-than-my?utm_campaign=post-expanded-share&amp;utm_medium=web">&#8203;</a></p><h2>Part 4. The Decision: What I Am Actually Building</h2><p>People sometimes ask me why I write every Monday when I could be spending that time on deals.</p><p>The honest answer is that I like it. I like thinking through ideas in writing. I like sharing what I am learning about ETA with people who are asking the same questions I am. It does not feel like a marketing exercise to me. It feels like thinking out loud, in public, with people who care about the same things.</p><p>That is also, I think, the best way to understand the decision I made.</p><p>Here is what I am building.</p><p>The core deal-making model is independent sponsor. No upfront fund. No permanent capital needed from day one. I source the deal. I do the diligence. I raise capital deal by deal from family offices and high net worth individuals who want exposure to European SME acquisitions without the operational complexity. I place the right operator to run the business. I keep skin in the game through carried interest and equity. Everything goes into my holding company and compounds over time.</p><p>The portfolio logic is important to understand. The first investment does not have to be a million euro deal. Taking minority shares in a few deals makes me smarter and more credible faster. Each deal teaches me something the next deal benefits from. I am learning with real skin in the game without carrying the full operational weight of being CEO. This is not a backup plan. It is the actual plan. Start smaller, learn faster, build the portfolio gradually.</p><p><strong>Why am I not a CEO and not a fund manager?</strong></p><p>I do not want to run daily operations. I tried to imagine myself in that role, genuinely, and I know now it is not where I create my best work. I also do not want to raise a blind pool fund with LP obligations. That is just another job where you are earning money for other people. I want to do this my own way. I do not want to help already rich people get richer. I want people like us to become good acquisition entrepreneurs and investors. To have fun with this. To live it, not just execute it.</p><p>I am not building an empire. I am building a portfolio of good European businesses that deserve to continue, with operators who care about them, and a community that makes the whole thing possible.</p><p>The minority investment layer comes later. Once the first deals are closed and the track record exists, I want to take small equity positions in deals brought by other searchers in my community. Learning from each deal without leading it. That is how the portfolio gets smarter over time.</p><h2>Part 5. This Is Not Five Things. It Is One Thing.</h2><p>I want to address something directly because I know some of you are thinking it.</p><p>Is this too many things at once?</p><p>It is not five things. It is one thing with five expressions of it.</p><p>The one thing is: portfolio builder and ecosystem connector for European ETA.</p><p>Here is how each piece fits.</p><p><strong>Buyout Diary</strong> is how I build trust and deal flow publicly, every Monday. Every issue tells the market who I am and what I am building. Investors read it before they ever meet me. It is my public track record in real time. It is also how I stay honest with myself. Without the discipline of writing this every week, I think I would drift. The writing keeps me grounded.</p><p><strong>ETA Europe</strong> is the infrastructure. Most independent sponsors have to build their networks from scratch. I already have mine. You, this community, are the best thing I have found in ETA. I learn from you as much as I contribute. Sourcing engine, operator pipeline, investor network, all in one place. It is not a side project. It is the foundation that makes everything else possible.</p><p><strong>Guest lecturing at universities</strong> is where I reach the next generation of searchers and, importantly, the investors and professors who back them. Universities are where capital and talent meet. Every lecture is a relationship I did not have before. And teaching the model I am living builds the kind of credibility that makes investors trust you before you ever pitch them a deal.</p><p><strong>Independent sponsor deals</strong> are where the real learning happens. Each deal sharpens my eye, builds my network, grows my reputation. Everything goes into the holding company.</p><p><strong>Minority investments in ETA deals</strong> come later, once the track record is there. Other searchers in my community close deals. I take a small position. I learn. I earn. The portfolio compounds quietly in the background.</p><p>Each piece feeds the others. Buyout Diary builds the audience. ETA Europe builds the network. Lecturing builds the credibility. Independent sponsor deals build the track record. Minority investments compound the portfolio. None of this works without the others. All of it works together. And all of it is European. Built for this market, not imported from another one.</p><h2>The Honest Bit</h2><p>Let me say the thing most people are probably thinking but nobody has asked yet.</p><p>Is this too many things at once?</p><p>No. Because it is the same thing. Everything I do circles around ETA. The newsletter, the community, the lecturing, the deals, the investments. It is all one ecosystem I am building, from different angles, at different speeds. The newsletter reaches people who have never heard of ETA. ETA Europe connects the people already in it. Lecturing reaches the institutions that fund it. The deals are where I learn by doing. The investments compound what I learn over time.</p><p>And I want to be honest about one other thing. I overestimated my desire to be a CEO. I said that in the December newsletter and it was true then and it is still true now. But I also want to add something I have not said clearly before: I overestimated my desire to be a fund manager too. Both of those paths felt like they required me to become something I am not. The independent sponsor model lets me be what I actually am. Someone who finds good deals, structures them well, connects the right people, and builds a portfolio that grows over time.</p><p>That is not a compromise. That is clarity.</p><div class="captioned-image-container"><figure><a class="image-link image2 is-viewable-img" target="_blank" href="https://substackcdn.com/image/fetch/$s_!fbvY!,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Fd4b84cc2-6fa4-48b5-8678-a5b7741a9b5d_800x800.jpeg" data-component-name="Image2ToDOM"><div class="image2-inset"><picture><source type="image/webp" srcset="https://substackcdn.com/image/fetch/$s_!fbvY!,w_424,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Fd4b84cc2-6fa4-48b5-8678-a5b7741a9b5d_800x800.jpeg 424w, https://substackcdn.com/image/fetch/$s_!fbvY!,w_848,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Fd4b84cc2-6fa4-48b5-8678-a5b7741a9b5d_800x800.jpeg 848w, https://substackcdn.com/image/fetch/$s_!fbvY!,w_1272,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Fd4b84cc2-6fa4-48b5-8678-a5b7741a9b5d_800x800.jpeg 1272w, https://substackcdn.com/image/fetch/$s_!fbvY!,w_1456,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Fd4b84cc2-6fa4-48b5-8678-a5b7741a9b5d_800x800.jpeg 1456w" sizes="100vw"><img src="https://substackcdn.com/image/fetch/$s_!fbvY!,w_1456,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Fd4b84cc2-6fa4-48b5-8678-a5b7741a9b5d_800x800.jpeg" width="800" height="800" data-attrs="{&quot;src&quot;:&quot;https://substack-post-media.s3.amazonaws.com/public/images/d4b84cc2-6fa4-48b5-8678-a5b7741a9b5d_800x800.jpeg&quot;,&quot;srcNoWatermark&quot;:null,&quot;fullscreen&quot;:null,&quot;imageSize&quot;:null,&quot;height&quot;:800,&quot;width&quot;:800,&quot;resizeWidth&quot;:null,&quot;bytes&quot;:null,&quot;alt&quot;:null,&quot;title&quot;:null,&quot;type&quot;:null,&quot;href&quot;:null,&quot;belowTheFold&quot;:true,&quot;topImage&quot;:false,&quot;internalRedirect&quot;:null,&quot;isProcessing&quot;:false,&quot;align&quot;:null,&quot;offset&quot;:false}" class="sizing-normal" alt="" srcset="https://substackcdn.com/image/fetch/$s_!fbvY!,w_424,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Fd4b84cc2-6fa4-48b5-8678-a5b7741a9b5d_800x800.jpeg 424w, https://substackcdn.com/image/fetch/$s_!fbvY!,w_848,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Fd4b84cc2-6fa4-48b5-8678-a5b7741a9b5d_800x800.jpeg 848w, https://substackcdn.com/image/fetch/$s_!fbvY!,w_1272,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Fd4b84cc2-6fa4-48b5-8678-a5b7741a9b5d_800x800.jpeg 1272w, https://substackcdn.com/image/fetch/$s_!fbvY!,w_1456,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Fd4b84cc2-6fa4-48b5-8678-a5b7741a9b5d_800x800.jpeg 1456w" sizes="100vw" loading="lazy"></picture><div class="image-link-expand"><div class="pencraft pc-display-flex pc-gap-8 pc-reset"><button tabindex="0" type="button" class="pencraft pc-reset pencraft icon-container restack-image"><svg role="img" width="20" height="20" viewBox="0 0 20 20" fill="none" stroke-width="1.5" stroke="var(--color-fg-primary)" stroke-linecap="round" stroke-linejoin="round" xmlns="http://www.w3.org/2000/svg"><g><title></title><path d="M2.53001 7.81595C3.49179 4.73911 6.43281 2.5 9.91173 2.5C13.1684 2.5 15.9537 4.46214 17.0852 7.23684L17.6179 8.67647M17.6179 8.67647L18.5002 4.26471M17.6179 8.67647L13.6473 6.91176M17.4995 12.1841C16.5378 15.2609 13.5967 17.5 10.1178 17.5C6.86118 17.5 4.07589 15.5379 2.94432 12.7632L2.41165 11.3235M2.41165 11.3235L1.5293 15.7353M2.41165 11.3235L6.38224 13.0882"></path></g></svg></button><button tabindex="0" type="button" class="pencraft pc-reset pencraft icon-container view-image"><svg xmlns="http://www.w3.org/2000/svg" width="20" height="20" viewBox="0 0 24 24" fill="none" stroke="currentColor" stroke-width="2" stroke-linecap="round" stroke-linejoin="round" class="lucide lucide-maximize2 lucide-maximize-2"><polyline points="15 3 21 3 21 9"></polyline><polyline points="9 21 3 21 3 15"></polyline><line x1="21" x2="14" y1="3" y2="10"></line><line x1="3" x2="10" y1="21" y2="14"></line></svg></button></div></div></div></a></figure></div><h2><strong>Buyout Diary ETA Conference Pass 2026</strong></h2><p>Get intelligence from INSEAD, IESE, and RSM 2026.</p><p>Four detailed reports. &#8364;99. One payment.</p><p class="button-wrapper" data-attrs="{&quot;url&quot;:&quot;https://alex.buyoutdiary.com/products/conference-pass-2026&quot;,&quot;text&quot;:&quot;Get It Now!&quot;,&quot;action&quot;:null,&quot;class&quot;:null}" data-component-name="ButtonCreateButton"><a class="button primary" href="https://alex.buyoutdiary.com/products/conference-pass-2026"><span>Get It Now!</span></a></p><h2>Back to the Lawyer</h2><p>Let me go back to 23 December. M&#252;nster. The question he asked. The silence that followed.</p><p>Seven months ago, when I published the HoldCo article, I would have pushed back on what he said. I would have said I am an operator, not just an allocator. I would have defended the CEO path because I thought that was the acquisition entrepreneur&#8217;s path.</p><p>Now I think he was right.</p><p>I am not a CEO. I am not a fund manager. I am something in between, and that is exactly right for what I am building and for who I am building it with.</p><p>I do not have a deal closed yet. I do not have investors committed yet. What I have is a decision, a direction, and a community that makes both more possible than they would be without it. You are, genuinely, the most important project I am working on this year. Not as an audience. As a community of people doing the same hard thing I am doing, in the same underserved market, with the same stubborn belief that this works here.</p><p>The solo search with my wife continues. That is personal. That is skin in the game on a different and more intimate level.</p><p>Buyout Diary keeps publishing every Monday. ETA Europe launches next month. The lecturing starts. The portfolio gets built one deal at a time.</p><p>This is a building year. </p><p>Not a victory lap. </p><p>A foundation year.</p><p>And if you are also still figuring out your direction, what kind of acquisition entrepreneur you are, what model fits your temperament, what you actually want versus what you think you should want, I hope something in this issue helped. The decision matters. Whatever it is. Make it, commit to it publicly if you can, and then get to work.</p><p>See you next Monday. </p><p>Alexander</p><div class="subscription-widget-wrap-editor" data-attrs="{&quot;url&quot;:&quot;https://www.buyoutdiary.com/subscribe?&quot;,&quot;text&quot;:&quot;Subscribe&quot;,&quot;language&quot;:&quot;en&quot;}" data-component-name="SubscribeWidgetToDOM"><div class="subscription-widget show-subscribe"><div class="preamble"><p class="cta-caption">Thanks for reading Buyout Diary! Subscribe for free to receive new posts and support my work.</p></div><form class="subscription-widget-subscribe"><input type="email" class="email-input" name="email" placeholder="Type your email&#8230;" tabindex="-1"><input type="submit" class="button primary" value="Subscribe"><div class="fake-input-wrapper"><div class="fake-input"></div><div class="fake-button"></div></div></form></div></div>]]></content:encoded></item><item><title><![CDATA[You told me what you need. Here is what I am building.]]></title><description><![CDATA[Survey results, what they revealed, and the product I built in response.]]></description><link>https://www.buyoutdiary.com/p/you-told-me-what-you-need-here-is</link><guid isPermaLink="false">https://www.buyoutdiary.com/p/you-told-me-what-you-need-here-is</guid><dc:creator><![CDATA[Alexander Kelm]]></dc:creator><pubDate>Mon, 02 Mar 2026 07:30:00 GMT</pubDate><enclosure url="https://substackcdn.com/image/fetch/$s_!zcVk!,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F5e44940f-fb88-46c3-bf5d-f1666b646276_800x800.jpeg" length="0" type="image/jpeg"/><content:encoded><![CDATA[<p>Hello, and welcome back to <em>Buyout Diary</em>.</p><p>At the beginning of January, I sent out a survey to all of you. I was not entirely sure what I would get back. A handful of responses, maybe a few polite answers.</p><p>What came back was different.</p><p>Not just the volume, but the honesty. People shared where they actually are in their search. What is keeping them stuck. What they wish existed. A Dutch searcher stretched between a full time job and a part time search, feeling pulled in every direction. A German explorer who does not yet know what deal structure even makes sense before he starts. Someone watching European ETA from the Middle East, wondering if it will ever properly reach them.</p><p>What I heard was not a list of content requests. It was a picture of how hard this actually is, with almost no infrastructure built specifically for European searchers.</p><div class="subscription-widget-wrap-editor" data-attrs="{&quot;url&quot;:&quot;https://www.buyoutdiary.com/subscribe?&quot;,&quot;text&quot;:&quot;Subscribe&quot;,&quot;language&quot;:&quot;en&quot;}" data-component-name="SubscribeWidgetToDOM"><div class="subscription-widget show-subscribe"><div class="preamble"><p class="cta-caption">Thanks for reading Buyout Diary! Subscribe for free to receive new posts and support my work.</p></div><form class="subscription-widget-subscribe"><input type="email" class="email-input" name="email" placeholder="Type your email&#8230;" tabindex="-1"><input type="submit" class="button primary" value="Subscribe"><div class="fake-input-wrapper"><div class="fake-input"></div><div class="fake-button"></div></div></form></div></div><p>So first: thank you. Genuinely. You are the best audience I could ask for. People who are honest, who support each other, and from whom I continue to learn. I mean that.</p><p>Here is what you told me, and what I am doing about it.</p><h2>Nobody Has Cracked the European Model Yet</h2><p>The thing that came up most, and nobody had to prompt it, was this: <strong>the American playbook does not work here</strong>.</p><p>You see it everywhere. Stanford primers. Harvard Business School case studies. Search fund databases. All built for a US market with US deal sizes, US investors, and US broker driven processes.</p><p>But we are in Europe.</p><p>European deals are smaller. Typical targets sit at &#8364;1 to &#8364;3 million in revenue, 200k to 500k in EBITDA. Traditional successions are in this range. Investors are more conservative, sometimes outright sceptical of the model, though that is changing. We are a small but growing group of searchers, and the interest is spreading. Not just from Europeans, but from Americans living here and people from the Middle East watching our economies closely.</p><p>And then there is the seller conversation.</p><p>Yes, brokers are part of the process. Necessary and often helpful. But ultimately, you are sitting across from someone who built their business over 30 years. Someone who may never have heard the words acquisition entrepreneurship. Someone for whom this is not a transaction. It is a life&#8217;s work.</p><p>Cultural dynamics matter enormously. The way you approach a founder owned business in the Netherlands, in Germany, or in France is nothing like what any primer describes. The relationship has to come first. The trust has to be earned before the conversation about price even begins.</p><p>Let me be honest about my own experience here. About nine months ago I was deep into Codie Sanchez&#8217;s book, Main Street Millionaires. Great content. She has done more than almost anyone to bring acquisition entrepreneurship to a mainstream audience and I have real respect for that. But I tried to copy her approach directly. I was chasing seller financing deals, zero money down, the whole framework. And the doors were almost entirely closed.</p><p>What I learned was simple but important. You cannot just take the easy process from an American ETA guru and paste it onto the European market. The fundamentals are the same. The mechanics are completely different. Seller financing exists here, but not at 100 percent. The cultural dynamic around handing over a business is different. The seller needs to trust you as a person long before they will consider creative financing arrangements.</p><p>That is what is missing in European ETA content. Not more frameworks borrowed from across the Atlantic, but honest documentation of what actually works here. That is what I am trying to build.</p><h2>People Want to Get Inside the Room</h2><p>The second thing I heard clearly: people want to know what is actually being discussed at the highest levels of European ETA.</p><p>Not polished conference summaries. The real conversations. <em>What are investors saying privately about the European market right now? What deal structures are actually working? What did the smartest people in the room at INSEAD, IESE, and RSM conclude about where this space is heading?</em></p><p>Most searchers cannot attend all three. Let me give you the honest numbers. The INSEAD ticket alone is &#8364;110. But by the time you add travel, hotel, and food, you are looking at around &#8364;800 to &#8364;900 per conference depending on where you are coming from. Multiply that across INSEAD, IESE, and RSM and you are somewhere between &#8364;2,500 and &#8364;2,700, plus three to six days away from your search. For a self funded searcher, that is a significant ask.</p><p>That gap is exactly what I built <strong>Conference Pass</strong> to fill.</p><p>I am attending all three conferences anyway, for my own Amsterdam search and to build ETA Europe. I take detailed notes. I sit in the breakout sessions. I have the hallway conversations that never make it into any official summary. Then I write it all up into an 20 to 35 page report and send it straight to you.</p><p>Here is what you get with Conference Pass:</p><p>The INSEAD ETA Conference Report in May covers session breakdowns, frameworks, and European deal structures. The IESE International Search Fund Conference Report in October covers investor trends, case studies, and valuation multiples. The RSM ETA Conference Report in November covers Benelux market intelligence and Netherlands opportunities specifically. And in December, a year end synthesis: a complete state of European ETA 2026 market analysis with trends and predictions for 2027.</p><p>Each report includes actual session insights, not just speaker bios. Real deal structures with numbers. What investors are looking for right now. What people are actually working on in those hallway conversations. And my own take on what matters versus what was noise.</p><p>If I attend additional conferences in 2026, LBS, SDA Bocconi, or others, Conference Pass subscribers get those reports as free bonuses as well.</p><p><em>Until 15 May, all four reports are available for &#8364;99. After the INSEAD report ships, the price goes to &#8364;149. The first 50 subscribers lock in &#8364;99 permanently.</em></p><p>I am offering you a free download of my report on the RSM ETA Conference 2025 to give you an idea of what the reports look like before you make your decision. <em>Reply to this email, and I will send it to you</em>. Read it and form your own opinion.</p><p>One more thing. This idea came from a conversation with one of mine newsletter readers. He planted the seed. If Conference Pass turns out to be useful to you, some of that credit belongs to him.</p><p><strong>Get Conference Pass for &#8364;99, available until 15 May.&#128071;&#127995;</strong></p><div class="captioned-image-container"><figure><a class="image-link image2 is-viewable-img" target="_blank" href="https://substackcdn.com/image/fetch/$s_!zcVk!,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F5e44940f-fb88-46c3-bf5d-f1666b646276_800x800.jpeg" data-component-name="Image2ToDOM"><div class="image2-inset"><picture><source type="image/webp" srcset="https://substackcdn.com/image/fetch/$s_!zcVk!,w_424,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F5e44940f-fb88-46c3-bf5d-f1666b646276_800x800.jpeg 424w, 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424w, https://substackcdn.com/image/fetch/$s_!zcVk!,w_848,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F5e44940f-fb88-46c3-bf5d-f1666b646276_800x800.jpeg 848w, https://substackcdn.com/image/fetch/$s_!zcVk!,w_1272,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F5e44940f-fb88-46c3-bf5d-f1666b646276_800x800.jpeg 1272w, https://substackcdn.com/image/fetch/$s_!zcVk!,w_1456,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F5e44940f-fb88-46c3-bf5d-f1666b646276_800x800.jpeg 1456w" sizes="100vw" loading="lazy"></picture><div class="image-link-expand"><div class="pencraft pc-display-flex pc-gap-8 pc-reset"><button tabindex="0" type="button" class="pencraft pc-reset pencraft icon-container restack-image"><svg role="img" width="20" height="20" viewBox="0 0 20 20" fill="none" stroke-width="1.5" stroke="var(--color-fg-primary)" stroke-linecap="round" stroke-linejoin="round" xmlns="http://www.w3.org/2000/svg"><g><title></title><path d="M2.53001 7.81595C3.49179 4.73911 6.43281 2.5 9.91173 2.5C13.1684 2.5 15.9537 4.46214 17.0852 7.23684L17.6179 8.67647M17.6179 8.67647L18.5002 4.26471M17.6179 8.67647L13.6473 6.91176M17.4995 12.1841C16.5378 15.2609 13.5967 17.5 10.1178 17.5C6.86118 17.5 4.07589 15.5379 2.94432 12.7632L2.41165 11.3235M2.41165 11.3235L1.5293 15.7353M2.41165 11.3235L6.38224 13.0882"></path></g></svg></button><button tabindex="0" type="button" class="pencraft pc-reset pencraft icon-container view-image"><svg xmlns="http://www.w3.org/2000/svg" width="20" height="20" viewBox="0 0 24 24" fill="none" stroke="currentColor" stroke-width="2" stroke-linecap="round" stroke-linejoin="round" class="lucide lucide-maximize2 lucide-maximize-2"><polyline points="15 3 21 3 21 9"></polyline><polyline points="9 21 3 21 3 15"></polyline><line x1="21" x2="14" y1="3" y2="10"></line><line x1="3" x2="10" y1="21" y2="14"></line></svg></button></div></div></div></a></figure></div><p class="button-wrapper" data-attrs="{&quot;url&quot;:&quot;https://alex.buyoutdiary.com/products/conference-pass-2026&quot;,&quot;text&quot;:&quot;Get it now!&quot;,&quot;action&quot;:null,&quot;class&quot;:null}" data-component-name="ButtonCreateButton"><a class="button primary" href="https://alex.buyoutdiary.com/products/conference-pass-2026"><span>Get it now!</span></a></p><h2>The Personal Development Gap Nobody Talks About</h2><p>This one surprised me the most.</p><p>Several of you are not just asking how to find and buy a business. You are asking how to become the kind of person who can actually run one.</p><p><em>How do you go from searcher mindset to operator mindset? How do you walk into a business on day one and earn the respect of people who knew the previous owner for fifteen years? How do you make decisions when suddenly twenty people depend on you getting it right, and you have never done it before?</em></p><p>I want to share a story from one of my <strong>Amsterdam meetups</strong>. Geza was in the room, and he had already closed his deal. He talked about what day one actually felt like. From the moment he arrived, he was the boss. There was no transition period, no grace period, no handover where someone else made the calls. The staff were looking at him. Waiting for decisions. Waiting to understand who this new person was and whether they could trust him.</p><p>The most challenging part, he said, was not the management. It was the learning. You jump into cold water. You have to understand the business you just bought, deeply and quickly, while simultaneously running it. The customers, the operations, the people, the processes. Everything at once.</p><p>But here is what stayed with me from that conversation. He liked his business. He liked his people. He was learning every day and genuinely enjoying it. The transition from searcher to operator is hard, but it is the kind of hard that feels worthwhile.</p><p>That story matters because it is honest. It does not make the post acquisition phase sound glamorous or easy. It makes it sound real.</p><p>I am not post acquisition yet. But I have thought about this deeply, and Geza&#8217;s experience is not unique. What the transition actually requires goes far beyond the deal mechanics. It requires a different relationship with uncertainty, with authority, with learning on the job in front of people who are watching closely.</p><p>Nobody in the European ETA space is writing about this seriously. I am going to start.</p><p>But first things first. Before you can think about becoming a great operator, you need to find your business. Do not let the post acquisition mindset become a distraction from the search itself.</p><h2>The Structure Question Is Keeping People Stuck</h2><p>Deal structure came up over and over, but not in a technical way.</p><p>Nobody was asking me to explain an LBO model. The ask was more like: <strong>I genuinely do not know how to think about this, and I cannot find a European specific answer anywhere</strong>.</p><p>And they are right. It is underdocumented. So let me give you a brief honest picture of what deal structure actually looks like for a European self funded buyer, and why it is more complex than anything you will read in an American primer.</p><p>The first thing to understand is that it will not be one clean financing structure. It will be a combination. Seller financing can be part of it, but you are unlikely to cover more than 15 to 20 percent of the deal that way in Europe. Sellers here are not accustomed to the concept the way American sellers are, and trust has to be built before anyone agrees to leave money in the deal.</p><p>Equity matters. If you want to bring in investors, you give them shares. If you want an operator to run daily operations while you focus on building the business, you give that person shares too. Aligning incentives through equity is one of the most powerful tools you have as a self funded buyer.</p><p>Earn outs are another option, particularly useful when there is a valuation gap between what the seller believes the business is worth and what the numbers actually support. They bridge that gap by tying part of the purchase price to future performance.</p><p>And then there are loans. Bank financing where available, but also worth exploring EU subsidies and local government schemes that many searchers do not even know exist. Depending on your country and sector, there may be meaningful support available.</p><p>The point is this: a real European self funded deal will likely involve equity, seller financing, an earn out component, and some form of loan or subsidy. Getting that combination right is one of the most important decisions you will make in the entire process.</p><p>That deserves a full dedicated issue. I am writing it.</p><p>If you are stuck on structure right now, stay subscribed. That issue is coming.</p><h2>What I Am Building in Response</h2><p>So here is what I heard, and here is what I am doing about it.</p><p>Conference Pass is the first output. Getting you inside the conference rooms that are shaping European ETA, without the travel budget or the time away from your search.</p><p>The content ahead is the second. A series called Big Deal, Small Lesson, starting soon, which looks at what the world&#8217;s greatest acquirers can teach someone buying a &#8364;2 million business in the Netherlands. A dedicated issue on thinking like the bank. The fund versus solo decision I am navigating in real time, written honestly as it unfolds.</p><p>And in late March, ETA Europe launches.</p><p><strong>ETA Europe is an online community platform built specifically for acquisition entrepreneurs across Europe</strong>. Searchers, investors, and operators, connected through a digital platform and through local chapters in cities like Amsterdam, Rotterdam, and Brussels. Online 24 hours a day, seven days a week. Face to face monthly in your city.</p><p>Think of it as the European network that should have existed years ago. A place where you can ask a real question about a Dutch deal structure and get an answer from someone who has actually done it here. Where investors who understand the European market are accessible. Where the collective knowledge of everyone doing this across the continent is in one place rather than scattered across LinkedIn posts and private WhatsApp groups.</p><p>The infrastructure that European searchers do not have yet. That is what we are building.</p><p>This is not a features list.<strong> It is a commitment.</strong></p><p>You answered the survey honestly. The least I can do is build honestly in return.</p><h2>One Last Thing</h2><p>I started <strong>Buyout Diary</strong> because I could not find what I needed as a European searcher.</p><p>I am still searching. That is not a weakness. It is what keeps the writing honest. If I had already closed my deal and moved on, I would be writing retrospectives. Instead I am writing from inside the process, with the same uncertainty, the same frustration, and the same stubborn belief that this works. That buying a good business in Europe, with your own capital and your own conviction, is one of the most worthwhile things a person can do.</p><p>The people who responded to that survey are doing something genuinely hard. Limited playbooks. Limited networks. Limited proof that it works here the way it works elsewhere.</p><p>That is exactly why this community needs to exist.</p><p>See you next Monday. </p><p>Alexander</p><p><strong>P.S. </strong>Do you know anyone who is thinking of buying or selling a business in Europe or the UK?</p><p>Forward this email to them or direct them to <a href="http://alex.buyoutdiary.com/newsletter.">alex.buyoutdiary.com/newsletter.</a></p>]]></content:encoded></item><item><title><![CDATA[I’m taking 4 weeks off (here’s why)]]></title><description><![CDATA[Building ETA Europe: the infrastructure European searchers need. First 50 get founding member access.]]></description><link>https://www.buyoutdiary.com/p/im-taking-4-weeks-off-heres-why</link><guid isPermaLink="false">https://www.buyoutdiary.com/p/im-taking-4-weeks-off-heres-why</guid><dc:creator><![CDATA[Alexander Kelm]]></dc:creator><pubDate>Mon, 26 Jan 2026 07:30:00 GMT</pubDate><enclosure url="https://substack-post-media.s3.amazonaws.com/public/images/cb48cad7-05d1-4fc6-8849-f746d5b23378_3264x2448.jpeg" length="0" type="image/jpeg"/><content:encoded><![CDATA[<p>Hello, and welcome back to <em>Buyout Diary</em>.</p><p>I&#8217;m taking four weeks off from Buyout Diary.</p><p>No newsletters until March 1st. No LinkedIn posts. Complete silence.</p><p>Not because I&#8217;m stepping back, but because I&#8217;m building something that requires my full attention. Something European searchers have needed for years. Something I desperately needed eighteen months ago when I started this journey.</p><p>But first, thank you. Thank you for reading, for replying, for sharing where you are in your search journey. The response to these newsletters has been overwhelming in the best possible way. People like Midas writing thoughtful responses about mistakes being part of the learning process. Others sharing their own challenges, asking questions, offering advice. In a world where everything feels mediated by AI, these human conversations matter more than ever.</p><div class="subscription-widget-wrap-editor" data-attrs="{&quot;url&quot;:&quot;https://www.buyoutdiary.com/subscribe?&quot;,&quot;text&quot;:&quot;Subscribe&quot;,&quot;language&quot;:&quot;en&quot;}" data-component-name="SubscribeWidgetToDOM"><div class="subscription-widget show-subscribe"><div class="preamble"><p class="cta-caption">Thanks for reading Buyout Diary! Subscribe for free to receive new posts and support my work.</p></div><form class="subscription-widget-subscribe"><input type="email" class="email-input" name="email" placeholder="Type your email&#8230;" tabindex="-1"><input type="submit" class="button primary" value="Subscribe"><div class="fake-input-wrapper"><div class="fake-input"></div><div class="fake-button"></div></div></form></div></div><p>What started as me documenting my own search has become something bigger. ETA Amsterdam has grown to 200 members. We&#8217;ve expanded to three chapters: Amsterdam, Rotterdam, and Brussels. The WhatsApp group has become genuinely active, with daily exchanges between searchers helping each other navigate challenges. I&#8217;ve realised this isn&#8217;t just content anymore. It&#8217;s infrastructure.</p><h2>The Realisation</h2><p>In December, I had a conversation with an M&amp;A lawyer who asked me a simple question: <em>&#8220;Why aren&#8217;t you raising a fund?&#8221;</em> I&#8217;ve thought about that conversation constantly over the past month. The answer, I&#8217;ve realised, is that there&#8217;s something else I need to build first. Not a fund. Infrastructure.</p><p>When I started my search eighteen months ago, I needed specific things that simply didn&#8217;t exist in one place. I needed templates: LOIs, NDAs, valuation models, due diligence checklists. I needed investor contacts, not just names but actual information about who&#8217;s investing in European search, what they look for, how to reach them. I needed other searchers to learn from, not just quarterly meetups but ongoing conversations with people facing the same challenges at the same time. I needed service providers who actually understand acquisition entrepreneurship, not generic advisors who&#8217;ve never worked with a searcher before. I needed a real community, not scattered WhatsApp groups where knowledge disappears into message history.</p><p><strong>The problem is simple</strong>: this infrastructure exists in the United States. Stanford, Booth, Search Fund Accelerator, Shareholders Ventures, Acquisition Lab. These institutions provide comprehensive support for American searchers. They exist because the search fund model has been refined there over decades.</p><p>This infrastructure doesn&#8217;t exist in Europe. We have excellent university programmes and many valuable local initiatives across the continent. People are organising round tables, hosting events, supporting each other in their cities. I appreciate everyone doing this work, genuinely. But we need infrastructure that connects the entire continent, not just individual countries or cities. We need something built specifically for European acquisition entrepreneurs who face regulatory complexity, language barriers, different business cultures, and longer deal timelines than their American counterparts.</p><p>So I&#8217;m building it.</p><h2>What I&#8217;m Building: ETA Europe</h2><p>ETA Europe is a membership platform for European acquisition entrepreneurs. Not another networking group or event series, but comprehensive infrastructure with everything a searcher actually needs.</p><p>Here&#8217;s what&#8217;s inside:</p><p>A <strong>member directory</strong> where you can find other searchers by city, stage, and sector. Not just names on a list, but actual profiles you can search and connect with. Find someone in Brussels who&#8217;s looking at manufacturing businesses. Connect with a searcher in Berlin who&#8217;s in due diligence. Learn from someone in Amsterdam who closed their deal six months ago. The directory makes the invisible visible.</p><p><em>Here&#8217;s what this looks like in practice</em>: you&#8217;re evaluating a manufacturing business in Rotterdam. You open the member directory and find three other searchers who&#8217;ve already looked at manufacturing deals in the Netherlands. You message them. Within twenty-four hours, you have a call scheduled where they share their valuation models, warn you about specific legal issues with Dutch manufacturing acquisitions, and introduce you to an advisor who understands the sector. What would have taken you two weeks of cold outreach happens in one day. That&#8217;s the power of proper infrastructure.</p><p>A <strong>resource library</strong> with more than fifty templates, playbooks, and models. Everything I wish I had eighteen months ago: deal sourcing frameworks, valuation models, due diligence checklists, legal document templates, post-acquisition integration guides. These aren&#8217;t generic business templates. They&#8217;re built specifically for European acquisition entrepreneurship, accounting for our regulatory environment, our deal structures, our cultural context.</p><p>An <strong>investor database</strong> with more than one hundred European search fund investors and backers. Who they are, what they look for, what sectors they focus on, how to reach them. This took months to compile, reaching out to investors across the continent, understanding their criteria, building relationships. Information that took me weeks to find will be searchable in seconds.</p><p>A <strong>service provider directory</strong> with vetted advisors who understand acquisition entrepreneurship. Lawyers who&#8217;ve worked with searchers before. Accountants who understand search fund structures. M&amp;A advisors who know European deal timelines. Banks that actually finance these acquisitions. No more wasting money on advisors who don&#8217;t understand what you&#8217;re trying to do.</p><p>An <strong>online community</strong> with searchable discussions, not scattered WhatsApp messages. Ask questions, share insights, learn from others who are six months ahead of you or six months behind. The community preserves knowledge rather than letting it disappear into chat history. You&#8217;ll be able to search for topics, follow threads, contribute your own learning.</p><p><strong>Monthly virtual calls</strong> focused on specific topics with peer learning from other searchers. Not presentations, but actual discussions about deal sourcing challenges, due diligence questions, negotiation strategies, post-acquisition operations. Learning from people who are doing this work right now, in Europe, facing the same challenges you face.</p><p>And <strong>local on-site meetups</strong> across Europe. Not just Amsterdam, but Rotterdam, Brussels, and expanding to other cities throughout the year. Events stay free. This is about making sure people can connect in person, not just online.</p><p><em>Why does this matter?</em> Because when I started my search eighteen months ago, I spent weeks finding basic information. I made mistakes because I didn&#8217;t know who to ask. I wasted money on advisors who didn&#8217;t understand search. I felt alone even though other searchers were going through exactly the same challenges at exactly the same time. ETA Europe solves this. Everything a European searcher needs, in one place, built specifically for our context.</p><h2>Why I Need Four Weeks</h2><p>I can&#8217;t build this properly whilst writing weekly newsletters and posting on LinkedIn. I need to focus entirely on getting this right. One hundred and twenty percent focus on building something that actually works.</p><p><strong>Here&#8217;s what needs to happen over the next four weeks</strong>: building the member directory with seventy-five profiles already compiled and more being added daily. Finalising the resource library with templates being reviewed and refined. Completing the investor database with outreach and verification ongoing. Vetting service providers and confirming their willingness to work with the community. Setting up the community platform and testing everything to ensure it actually functions smoothly. This is detailed work that requires full attention.</p><p>The timeline is straightforward. I&#8217;m taking four weeks off from Buyout Diary. This is newsletter twenty-three. The next newsletter will be March 1st. No LinkedIn posts during this period. Fully focused on building ETA Europe. The platform launches early March, with the exact date to be confirmed based on when everything is genuinely ready.</p><p><strong>What this means for you</strong>: no newsletters until March 1st, but you&#8217;ll be the first to know when ETA Europe launches if you join the waitlist. Founding member spots, limited to the first fifty people who join, will have special access and pricing reserved exclusively for waitlist members. After those fifty spots are filled, the platform opens to everyone at regular pricing. Founding members will be permanently certified as such on the platform, recognising that they believed in this vision early.</p><h2>Join the Waitlist</h2><p>Here&#8217;s what happens if you don&#8217;t join the waitlist:</p><ul><li><p>You&#8217;ll miss the founding member spots, which are limited to the first fifty people. You&#8217;ll pay regular pricing instead of founding member pricing when the platform launches. You&#8217;ll wait for the general launch instead of getting early access to the directory, resources, and investor database. You&#8217;ll miss the chance to shape what gets built by suggesting specific resources you need. And you won&#8217;t receive the progress updates over the next four weeks showing the platform taking shape.</p></li></ul><p>Here&#8217;s what happens if you do join:</p><ul><li><p>You&#8217;ll be the first to know when doors open. Founding member spots, those first fifty positions, are reserved exclusively for waitlist members. You&#8217;ll get early access before the general launch, meaning you can start using the directory, the resources, the investor database immediately rather than waiting. And you&#8217;ll help shape what gets built by suggesting resources you specifically want to see in the library, advisors you&#8217;d like vetted for the directory, topics you want covered in the monthly calls.</p></li></ul><p>When you join the waitlist, you&#8217;ll fill out a simple form asking for your email, your name, and where you are in your journey. Then you&#8217;ll receive progress updates as things are being built. Week two updates showing which templates have been added. Week three updates sharing how many investors are now in the database. You&#8217;ll see the platform taking shape. You&#8217;ll be first to access when it launches in early March. And you&#8217;ll know that the events in Amsterdam, Rotterdam, and Brussels will always stay free, because ETA Europe is for people who want more comprehensive support, not a replacement for in-person community.</p><p>&#128073; <a href="https://tally.so/r/5BZl1d">&#8203;</a><strong><a href="https://tally.so/r/5BZl1d">Join the waitlist here</a></strong><a href="https://tally.so/r/5BZl1d">&#8203;</a></p><h2>This Is What I Needed</h2><p>This is deeply personal for me. When I started searching eighteen months ago, this is exactly what I needed. I spent weeks finding templates, searching through forums, asking people who barely knew me for introductions to investors. I wasted time with advisors who didn&#8217;t understand search fund structures, who treated my acquisition like a standard business transaction. I felt isolated even though I logically knew other searchers existed somewhere in Europe. I made mistakes that could have been avoided if I&#8217;d had access to someone who had already faced the same challenges three months earlier.</p><p>Now this infrastructure will exist. For the searcher starting their journey today. For the MBA student exploring whether acquisition entrepreneurship makes sense for them. For the operator thinking about acquiring the business they currently run. For the investor looking for European deal flow and wondering where to find serious searchers. For the seller who wants to understand what this model actually means and whether it&#8217;s right for their business.</p><p>This is infrastructure Europe genuinely needs. Not just another community or another networking group, but actual tools that solve actual problems. Actual resources that save weeks of searching. Actual connections to people who understand what you&#8217;re building.</p><h2>See You March 1st</h2><p>Thank you for following this journey. Thank you for the replies, the questions, the support. I&#8217;m not disappearing. I&#8217;m building. I&#8217;ll share progress updates with waitlist members as things develop over the next four weeks. Back on March 1st with Buyout Diary, but hopefully by then you&#8217;ll already be inside ETA Europe, using the directory, downloading templates, connecting with other searchers, booking your seat at the next monthly call.</p><p>&#128073; <a href="https://tally.so/r/5BZl1d">&#8203;</a><strong><a href="https://tally.so/r/5BZl1d">Join the waitlist</a></strong><a href="https://tally.so/r/5BZl1d">&#8203;</a></p><p>See you March 1st. Let&#8217;s build European acquisition infrastructure together.</p><p>Alexander</p><div class="subscription-widget-wrap-editor" data-attrs="{&quot;url&quot;:&quot;https://www.buyoutdiary.com/subscribe?&quot;,&quot;text&quot;:&quot;Subscribe&quot;,&quot;language&quot;:&quot;en&quot;}" data-component-name="SubscribeWidgetToDOM"><div class="subscription-widget show-subscribe"><div class="preamble"><p class="cta-caption">Thanks for reading Buyout Diary! Subscribe for free to receive new posts and support my work.</p></div><form class="subscription-widget-subscribe"><input type="email" class="email-input" name="email" placeholder="Type your email&#8230;" tabindex="-1"><input type="submit" class="button primary" value="Subscribe"><div class="fake-input-wrapper"><div class="fake-input"></div><div class="fake-button"></div></div></form></div></div>]]></content:encoded></item><item><title><![CDATA[From ETA Amsterdam to ETA Benelux: What I’m Building in Q1]]></title><description><![CDATA[Expanding beyond one city. Building European acquisition infrastructure together.]]></description><link>https://www.buyoutdiary.com/p/from-eta-amsterdam-to-eta-benelux</link><guid isPermaLink="false">https://www.buyoutdiary.com/p/from-eta-amsterdam-to-eta-benelux</guid><dc:creator><![CDATA[Alexander Kelm]]></dc:creator><pubDate>Mon, 19 Jan 2026 07:30:00 GMT</pubDate><enclosure url="https://substack-post-media.s3.amazonaws.com/public/images/32bee735-9a8b-4370-9ccf-60aa9c1fbef6_1920x1080.png" length="0" type="image/jpeg"/><content:encoded><![CDATA[<p>Hello, and welcome back to <em>Buyout Diary</em>.</p><p>Thank you for engaging with the mistakes series. Parts 1 and 2 resonated more than I expected, and your responses taught me something important: I&#8217;m not alone in making these mistakes. Many of you also started searching without a clear plan, underestimated European timelines, or treated community building as separate from deal-making. That&#8217;s comforting in a way, knowing we&#8217;re all learning the same hard lessons.</p><p>But it&#8217;s also revealing. If so many of us are making the same mistakes, we need better infrastructure in Europe. We need local knowledge, shared resources, and a community that understands our specific challenges rather than defaulting to American models that don&#8217;t quite fit our markets.</p><p><em>Several of you replied asking</em>: what&#8217;s next for you? What are you actually building in 2026? Let me show you what&#8217;s already in motion.</p><div class="subscription-widget-wrap-editor" data-attrs="{&quot;url&quot;:&quot;https://www.buyoutdiary.com/subscribe?&quot;,&quot;text&quot;:&quot;Subscribe&quot;,&quot;language&quot;:&quot;en&quot;}" data-component-name="SubscribeWidgetToDOM"><div class="subscription-widget show-subscribe"><div class="preamble"><p class="cta-caption">Thanks for reading Buyout Diary! Subscribe for free to receive new posts and support my work.</p></div><form class="subscription-widget-subscribe"><input type="email" class="email-input" name="email" placeholder="Type your email&#8230;" tabindex="-1"><input type="submit" class="button primary" value="Subscribe"><div class="fake-input-wrapper"><div class="fake-input"></div><div class="fake-button"></div></div></form></div></div><h2>My Search: Where I Am Now</h2><p>I&#8217;m still searching, and my criteria remain focused on AI-resistant and recession-resistant businesses: <strong>craftsmanship, local services, and I&#8217;ve recently added healthcare and agribusiness to my scope</strong>. Healthcare especially interests me because regardless of economic cycles, people need medical care when they&#8217;re ill. It&#8217;s fundamental, resilient, and serves a genuine human need.</p><p>My wife and I are actively looking for opportunities in our local area, something we can build and run together. But I&#8217;ll be honest: the year just started, people are returning from holiday, and things are still ramping up. We&#8217;ll see what develops over the coming months. What I&#8217;ve learned from 2025 is that even this year I might not purchase a business, and that&#8217;s acceptable. The work I&#8217;m doing on the community side has value too.</p><p>In fact, I had a conversation today with a Dutch acquirer who closed a deal in December, a manufacturing business acquired through a traditional search fund. His search took twenty months from start to close. Twenty months. This reinforces what I wrote about in <strong>Mistake #7: European deals take time</strong>. The relationships, the trust-building, the careful due diligence, all of it requires patience. Understanding this changes how you approach the entire process.</p><h2>The Bigger Vision: ETA Amsterdam Becomes ETA Benelux</h2><p>ETA Amsterdam has been more successful than I anticipated. We&#8217;re approaching 200 members, and on 2nd February we&#8217;ll host our fifth event. But Amsterdam is just one city, the largest in the Benelux region but still only one city. The opportunity is much bigger.</p><p>The Benelux region includes the Netherlands, Belgium, and Luxembourg, three countries with thousands of SMEs searching for successors, strong business cultures, and geographic proximity that makes cross-border collaboration natural. Benelux makes sense as a unit because we share an EU regulatory framework, we have Brussels as the capital of Europe creating unique opportunities, and we&#8217;re dealing with similar acquisition challenges across different languages and business cultures.</p><p><strong>What does Benelux mean in practice?</strong> Three countries, multiple languages including Dutch, French, German, and English as the common thread. Different business cultures but geographically close enough to meet, collaborate, and share deal flow. Natural cross-border cooperation opportunities that don&#8217;t exist if we stay siloed in our individual cities.</p><p><strong>The problem I&#8217;m solving is this</strong>: European acquisition entrepreneurship is too US-centric. We need local knowledge, local networks, and local deal flow. Benelux searchers face similar challenges but lack infrastructure. Germany has the Mittelstand tradition, the Netherlands has strong SMB culture, Belgium has family businesses with deep roots. These are distinct European approaches to business ownership and succession. We can&#8217;t just import American search fund models and expect them to work seamlessly here.</p><p>My role isn&#8217;t just organizing events. I&#8217;m building infrastructure for the region. Creating connections between searchers, investors, and operators. Facilitating deal flow through trusted networks. Making acquisition entrepreneurship more accessible across Europe, not just for people in capital cities or those who can afford expensive American conferences.</p><h2>What This Looks Like: Q1 2026 Plans</h2><p>Several things are already in progress for the first quarter of 2026.</p><p>The 2nd February meetup will be our first official event under the ETA Benelux banner, though it&#8217;s still hosted in Amsterdam. We&#8217;re partnering with <a href="https://www.linkedin.com/in/newtoncampos/">&#8203;</a><strong><a href="https://www.linkedin.com/in/newtoncampos/">Newton Campos</a></strong><a href="https://www.linkedin.com/in/newtoncampos/">&#8203;</a>, and <a href="https://www.linkedin.com/in/erikroelofsen/">&#8203;</a><strong><a href="https://www.linkedin.com/in/erikroelofsen/">Eric Roelofsen</a></strong><a href="https://www.linkedin.com/in/erikroelofsen/">&#8203;</a> from Search Right Capital Partners is providing their facility which has an excellent bar and office space for networking. The format will include an introduction and interactive session with Newton, followed by a discussion panel between investors and first-time acquirers. We have 13 of 25 seats filled, so there&#8217;s still space if you&#8217;re in the Netherlands, Belgium, Germany, or willing to travel to Amsterdam for an evening of genuine conversation about European acquisition challenges.</p><p>I&#8217;ve also created a WhatsApp group for daily connection. At the moment it&#8217;s called ETA Amsterdam but it&#8217;s expanding to ETA Benelux. <strong>Why WhatsApp?</strong> Because it&#8217;s European-friendly, immediate, and informal. Everyone uses it, which removes friction. The group is already active with mostly Dutch and German members discussing deal flow, sharing opportunities, and helping each other navigate challenges. We exchange ideas, ask questions, and support each other&#8217;s searches. Everyone interested in acquisition entrepreneurship is welcome: <em>MBA students, researchers, operators, investors, brokers, service providers, even sellers who want to understand how searchers think.</em> The WhatsApp group complements the meetups by providing daily connection rather than waiting for quarterly events.</p><p>Beyond the 2nd February event, <strong>I&#8217;m planning more meetups throughout 2026, not just in Amsterdam but also in Brussels, perhaps Antwerp or Rotterdam.</strong> The goal isn&#8217;t five events per month, that would be unsustainable, but spreading meetups across the region so people can attend without always travelling to Amsterdam. I&#8217;m also building a resources page for the community, a central location where searchers can find frameworks, templates, contacts, and knowledge specific to European markets.</p><p><strong>I&#8217;m actively seeking partnerships and collaborations</strong>. If you&#8217;re working on something complementary or you see opportunities to collaborate, let me know. This infrastructure works better when we&#8217;re building it together rather than in isolation.</p><h2>I Still Need Your Help</h2><p>Thirteen of you have taken the survey. Thank you for that, genuinely. But I need more responses before I can share meaningful insights. My goal is fifty-plus responses so I can identify real patterns rather than making conclusions from a small sample. I know you&#8217;re coming back from holiday, returning to jobs and business responsibilities, but please take five minutes to complete the survey if you haven&#8217;t already. And if you have completed it, share it with friends or colleagues who might benefit from better European acquisition content.</p><p>I want to offer you the best content and the most valuable resources possible, but I can only do that if I understand what you actually need. Not what I assume you need, but what you&#8217;re genuinely struggling with, what topics would help you most, what&#8217;s missing from existing resources. Once I reach fifty responses I&#8217;ll share the insights in next week&#8217;s newsletter, showing you what the community is telling me and how it&#8217;s shaping what I create in 2026.</p><p>&#128073; <a href="https://tally.so/r/eqQ2VO">&#8203;</a><strong><a href="https://tally.so/r/eqQ2VO">Take the survey here</a></strong><a href="https://tally.so/r/eqQ2VO">&#8203;</a></p><h2>Three Ways to Join What We&#8217;re Building</h2><p>This isn&#8217;t my project anymore. ETA Benelux only works if we build it together, if people show up and contribute and share what they&#8217;re learning. Here are three ways to be part of this:</p><p>First, join the WhatsApp group. It&#8217;s the easiest way to stay connected daily, ask questions, share opportunities, and be part of the conversation. We&#8217;re a mix of searchers at different stages, operators thinking about their next move, investors looking for deal flow, and service providers who work with acquisition entrepreneurs. The diversity makes the conversations richer. &#128073; <a href="https://chat.whatsapp.com/Iv9ZqGXI5OEILCXhHWVABN">&#8203;</a><strong><a href="https://chat.whatsapp.com/Iv9ZqGXI5OEILCXhHWVABN">Join here</a></strong><a href="https://chat.whatsapp.com/Iv9ZqGXI5OEILCXhHWVABN">&#8203;</a></p><p>Second, come to the meetup on 2nd February in Amsterdam. We have 13 of 25 seats filled, and I&#8217;d love to meet you in person. These conversations are different from online exchanges. You build trust, you understand people&#8217;s motivations, you create relationships that lead to deal flow and collaboration. If you&#8217;re in the Netherlands, Belgium, or Germany, this is worth the trip. &#128073; <a href="https://www.meetup.com/acquisition-entrepreneurship/events/312788734/?utm_medium=referral&amp;utm_campaign=share-btn_savedevents_share_modal&amp;utm_source=link&amp;utm_version=v2&amp;member_id=409635914">&#8203;</a><strong><a href="https://www.meetup.com/acquisition-entrepreneurship/events/312788734/?utm_medium=referral&amp;utm_campaign=share-btn_savedevents_share_modal&amp;utm_source=link&amp;utm_version=v2&amp;member_id=409635914">Register here</a></strong><a href="https://www.meetup.com/acquisition-entrepreneurship/events/312788734/?utm_medium=referral&amp;utm_campaign=share-btn_savedevents_share_modal&amp;utm_source=link&amp;utm_version=v2&amp;member_id=409635914">&#8203;</a></p><p>Third, take the survey and help shape what I create in 2026. Your voice matters. Your challenges inform the content I write, the events I organize, the resources I build. Five minutes of your time helps everyone in this community. &#128073; <a href="https://tally.so/r/eqQ2VO">&#8203;</a><strong><a href="https://tally.so/r/eqQ2VO">Take the survey here</a></strong><a href="https://tally.so/r/eqQ2VO">&#8203;</a></p><h2>Building European Infrastructure Together</h2><p>European acquisition entrepreneurship needs local champions, people who understand our markets, our cultures, our regulatory environments, and our approach to business succession. We can&#8217;t just copy American models and hope they work. We need to build our own infrastructure, share our own knowledge, and support each other&#8217;s searches.</p><p>That&#8217;s what ETA Benelux is about. Not just events and WhatsApp groups, though those are valuable, but creating real infrastructure that makes acquisition entrepreneurship more accessible across Europe. This only works if we build it together. I&#8217;m creating the structure, but you bring the community, the knowledge, the deal flow, and the relationships that make it meaningful.</p><p>If you&#8217;re working on acquisition entrepreneurship in Europe, if you believe in building businesses rather than flipping them, if you care about succession and continuity rather than extraction, you&#8217;re part of this. <em>Join the WhatsApp group, come to the meetup, take the survey, or just reply to this email and tell me what you&#8217;re working on</em>. I read every response and I learn from your experiences just as you&#8217;re learning from mine.</p><p>Until next Monday,</p><p>Alexander</p>]]></content:encoded></item><item><title><![CDATA[The 3 Execution Mistakes That Cost Me Most (Part 2: The Execution Mistakes)]]></title><description><![CDATA[Why building relationships matters more than I thought]]></description><link>https://www.buyoutdiary.com/p/the-3-execution-mistakes-that-cost</link><guid isPermaLink="false">https://www.buyoutdiary.com/p/the-3-execution-mistakes-that-cost</guid><dc:creator><![CDATA[Alexander Kelm]]></dc:creator><pubDate>Mon, 12 Jan 2026 07:30:00 GMT</pubDate><enclosure url="https://substack-post-media.s3.amazonaws.com/public/images/64a6d1ef-bf4e-4a97-8c1c-eddae23fdd66_4896x3264.jpeg" length="0" type="image/jpeg"/><content:encoded><![CDATA[<p>Hello, and welcome back to <em>Buyout Diary</em>.</p><p>Last week I shared the four strategic and planning mistakes I made in 2025, the foundational errors that cost me clarity before I even started seriously looking at deals. This week I&#8217;m sharing the three execution mistakes that cost me the most time and momentum once I was actually in the market.</p><div class="subscription-widget-wrap-editor" data-attrs="{&quot;url&quot;:&quot;https://www.buyoutdiary.com/subscribe?&quot;,&quot;text&quot;:&quot;Subscribe&quot;,&quot;language&quot;:&quot;en&quot;}" data-component-name="SubscribeWidgetToDOM"><div class="subscription-widget show-subscribe"><div class="preamble"><p class="cta-caption">Thanks for reading Buyout Diary! Subscribe for free to receive new posts and support my work.</p></div><form class="subscription-widget-subscribe"><input type="email" class="email-input" name="email" placeholder="Type your email&#8230;" tabindex="-1"><input type="submit" class="button primary" value="Subscribe"><div class="fake-input-wrapper"><div class="fake-input"></div><div class="fake-button"></div></div></form></div></div><p>These execution mistakes are harder to spot because they don&#8217;t feel like mistakes when you&#8217;re making them. They feel like work, like progress, like you&#8217;re doing what you&#8217;re supposed to be doing. It&#8217;s only months later, when you look back and realise how much more effective you could have been, that you see them clearly.</p><h2>Mistake #5: Not Building a Network Before Searching for Deals</h2><p>This was a costly mistake, and it&#8217;s one I see constantly among European searchers. I started looking at deals before I had relationships in place. I didn&#8217;t have an accountant I trusted, I didn&#8217;t have a tax advisor who understood acquisition structures, I didn&#8217;t have brokers who knew what I was looking for, and I hadn&#8217;t connected with other searchers who could share their experiences. This was not smart.</p><p><em>Here&#8217;s the reality</em>: deals come through relationships, not through brokers alone. If you&#8217;re spending your time cold calling and cold emailing, you&#8217;re building from scratch every single time. You need warm connections, trusted relationships, people who understand what you&#8217;re trying to do and can help you get there. The best deals never make it to the open market because they&#8217;re handled through relationships before they&#8217;re ever formally listed.</p><p><strong>What happened to me?</strong> I spent time on cold outreach instead of building genuine connections. I sent emails to brokers who didn&#8217;t know me and had no reason to prioritise my inquiries over the dozens of others they received. I looked at publicly listed opportunities where I was competing against everyone else rather than getting early access to off-market deals. I wasted weeks chasing opportunities that were never going to work because I didn&#8217;t have the relationship capital to get real information before investing time in due diligence.</p><p>The transformation came when I started building ETA Amsterdam. Suddenly deal flow became easier. People knew what I was looking for, they understood my criteria, and they started bringing opportunities to me rather than me always having to chase them. Brokers who attended our events remembered me when interesting businesses came across their desk. Other searchers shared opportunities that didn&#8217;t fit them but might fit me. Sellers who heard about ETA Amsterdam wanted to talk to me because they saw I was building something larger than just my own search, something that cared about continuity and community.</p><p><strong>What should European searchers do?</strong> Spend your first three to six months building relationships before you seriously start looking at deals. This isn&#8217;t wasted time, it&#8217;s foundational work that makes everything else more effective. Meet other searchers, connect with brokers and intermediaries, find accountants and lawyers who understand SMB acquisitions, build relationships with investors who can advise you even if they&#8217;re not funding your search.</p><p>Here&#8217;s exactly how I built my network, and this is the tactical framework you can use: I sent ten coffee invitations every week for twelve weeks. That&#8217;s one hundred and twenty invitations total. Sixty percent responded, forty percent actually met with me, and three became close advisors who I still speak with regularly. The math works if you&#8217;re consistent about it.</p><p>The people you need in your network:</p><ul><li><p>Accountants who understand business acquisitions and can help you structure deals properly</p></li><li><p>Tax advisors who know the structures and can optimise for your situation</p></li><li><p>Brokers and intermediaries who have deal flow in your target industries and regions</p></li><li><p>Other searchers who can share experiences, lessons, and opportunities that don&#8217;t fit them</p></li><li><p>Operators who might become CEOs in your portfolio if you go the fund route</p></li><li><p>Investors who understand the European market and can provide strategic advice</p></li></ul><p>This network becomes your competitive advantage. Build it early, build it deliberately, and maintain it consistently. Every coffee meeting, every event you attend, every email you send to someone in your target ecosystem is an investment that compounds over time.</p><h2>Mistake #6: Treating Community Building as Separate from Deal-Making</h2><p>I felt guilty about the time I spent on ETA Amsterdam. It felt like a distraction from the &#8220;real work&#8221; of finding and closing deals. I thought I should be spending every hour sourcing businesses, calling brokers, running financial models, doing the hard analytical work that would lead to an acquisition. The community work felt like something I was doing on the side, almost as a hobby, something that was nice but not essential to my core mission.</p><p>This was completely wrong thinking, and it cost me months of momentum. Community is deal-making infrastructure. The ecosystem you build is not separate from acquisition work, it is acquisition work. What happened when I finally understood this? The more I built the community, the more opportunities appeared. People started bringing deals to me instead of me always having to hunt for them. Sellers wanted to talk to me because they knew I was building something larger than just my own search, something that cared about continuity and preservation rather than extraction and flipping.</p><p>Other searchers shared opportunities that didn&#8217;t fit them but might fit me, creating a collaborative deal flow that wouldn&#8217;t have existed otherwise. Investors reached out because they saw I was building real infrastructure and wanted to be part of it. Service providers like lawyers and accountants offered to help because they saw the ecosystem as valuable to their own practices. The community created gravitational pull that made everything else easier.</p><p>The transformation was realising that ecosystem building and acquisition aren&#8217;t separate activities. They&#8217;re the same work viewed from different angles. When you build community, you&#8217;re building trust, visibility, relationships, and deal flow. You&#8217;re creating the infrastructure that makes acquisitions possible, especially in Europe where relationships matter more than in transaction-driven markets like the United States.</p><p>Here&#8217;s what most people miss: building community isn&#8217;t about hosting events or creating formal structures, though those can help. It&#8217;s about genuinely caring about the success of others in your ecosystem, sharing what you learn, connecting people who should know each other, and being consistently present and helpful. It&#8217;s about giving value before you extract value, building trust through reliability and authenticity, and creating a reputation that precedes you.</p><p><strong>What should European searchers do?</strong> Build your own ecosystem from day one. You don&#8217;t have to organise events or create something as formal as ETA Amsterdam, but you need your own circle of experts, your own network of people you can trust, your own community that gives you support and brings you opportunities. This isn&#8217;t separate from searching for businesses, it&#8217;s how you search for businesses effectively in Europe where trust and relationships are the foundation of everything.</p><p><em>Start small. </em>Host a monthly dinner for other searchers in your city. Create a WhatsApp group for people in your target industry. Share what you&#8217;re learning publicly through a newsletter or LinkedIn posts. Connect two people who should know each other. Give feedback on someone&#8217;s investment thesis. Share an opportunity that doesn&#8217;t fit you but might fit someone else. These small acts compound into an ecosystem that serves everyone, including you.</p><h2>Mistake #7: Underestimating How Long European Deals Actually Take</h2><p>I came into this with American timelines in my head: six to twelve months from search to close. This is what the search fund model teaches, and it&#8217;s what many American acquisition entrepreneurs experience. But European deals don&#8217;t work like this, and expecting American timelines led to frustration, disappointment, and poor decisions when I tried to force speed that wasn&#8217;t appropriate for the market.</p><p><strong>Why are European deals different?</strong> They&#8217;re relationship-based, which means you need to build trust with sellers over time. You can&#8217;t rush trust. The due diligence process is slower, more thorough, more careful, with multiple advisors often involved and every detail examined. There are different cultural approaches in every country, different languages creating barriers even when everyone speaks English, different ways of doing business that you need to understand and respect. The process simply takes longer, and if you&#8217;re not fluent in the language of the country where you&#8217;re acquiring, it takes even longer because everything needs to be translated, explained, and verified.</p><p><strong>What happened to me?</strong> Frustration when deals took longer than expected. I thought something was wrong with me or my approach when actually this was just the reality of European deal-making. I pushed for speed when I should have been building trust. I tried to compress timelines when I should have been deepening relationships. I interpreted slow progress as lack of interest when actually it was normal, healthy caution from sellers who wanted to make sure they were choosing the right buyer.</p><p>The transformation came when I accepted that slower is normal in Europe, and that this slowness is actually a feature rather than a bug. Why is slower better? Because European sellers care about continuity more than speed. Yes, in the end everything involves money and price, but the business is often like a family member to them. They&#8217;ve built it over decades, they care about their employees, they worry about their customers, they want to know the buyer will take care of what they&#8217;ve created. This takes time, and rushing it destroys trust rather than building it.</p><p>Sellers who take time to build relationships with you are more likely to close because they&#8217;ve convinced themselves you&#8217;re the right buyer, not just a buyer. They&#8217;re more likely to structure deals favourably because they trust you to do right by the business. They&#8217;re more likely to support you after the transaction because the relationship matters to them. Slow deal-making often leads to better outcomes, more seller financing, better terms, and smoother transitions.</p><p><strong>What should European searchers do?</strong> Plan for eighteen to twenty-four months from serious search to close, not six to twelve months. Adjust your expectations, your runway, your timeline, and your mental model of what success looks like. Build this into your planning from the start so you don&#8217;t run out of money or patience halfway through. The European advantage is that sellers who take time to build relationships with you are dramatically more likely to close with you and support you afterwards.</p><p><em>Here&#8217;s the tactical reality:</em> your first meeting with a seller is almost never about the deal. It&#8217;s about building trust and understanding each other. Your second meeting is about demonstrating you understand their business and care about what they care about. Your third meeting is when you start actually discussing terms, and even then it&#8217;s exploratory. By the fourth or fifth meeting you&#8217;re into serious negotiations, and by the sixth or seventh you&#8217;re hopefully moving towards closing. This takes months, not weeks, and you need to have the patience and runway to let it unfold naturally.</p><h2>The Resource You Asked For</h2><p>Several of you have replied to previous newsletters asking for help with writing your investment thesis. After making Mistake #1 myself and realising how much time I wasted without clear criteria, I created a workbook that walks you through the process of defining what you&#8217;re actually looking for.</p><p>The workbook helps you articulate your selection criteria, think through AI resistance and recession resistance, define your geographic focus, identify your target industries, and create a framework for filtering opportunities quickly. It&#8217;s the resource I wish I&#8217;d had at the start of my search.</p><p>&#128073; <a href="https://alex.buyoutdiary.com/investment-thesis-workbook">&#8203;</a><strong><a href="https://alex.buyoutdiary.com/investment-thesis-workbook">Download the Investment Thesis Workbook</a></strong><a href="https://alex.buyoutdiary.com/investment-thesis-workbook">&#8203;</a></p><p>Use it, adapt it, make it your own. The goal isn&#8217;t to create a perfect thesis that never changes, it&#8217;s to create enough clarity to start and the discipline to refine as you learn.</p><h2>Closing</h2><p>Thank you for reading <strong>Buyout Diary</strong>. We&#8217;ve now covered all seven mistakes I made in 2025: the four strategic and planning mistakes from last week, and the three execution mistakes from this week. If there&#8217;s an eighth mistake, it&#8217;s probably not learning from others and trying to figure everything out yourself. Don&#8217;t make that mistake.</p><p>Keep building, not flipping. Keep focusing on succession, not extraction. And most importantly, keep learning from those who&#8217;ve gone before you.</p><p>Reply to this email and tell me which of these three execution mistakes resonated most with you.</p><ul><li><p><em>Are you making any of them right now?</em></p></li><li><p><em>What have you learned from your own mistakes that others should know about?</em></p></li></ul><p>I read every reply and I learn from your experiences just as you&#8217;re learning from mine.</p><p>See you next Monday.</p><p>Until next Monday,</p><p>Alexander</p>]]></content:encoded></item><item><title><![CDATA[I Wasted 6 Months in 2025 (Part 1: The Planning Mistakes)]]></title><description><![CDATA[Here are the 4 planning mistakes that cost me time, money, and momentum]]></description><link>https://www.buyoutdiary.com/p/i-wasted-6-months-in-2025-part-1</link><guid isPermaLink="false">https://www.buyoutdiary.com/p/i-wasted-6-months-in-2025-part-1</guid><dc:creator><![CDATA[Alexander Kelm]]></dc:creator><pubDate>Mon, 05 Jan 2026 07:30:00 GMT</pubDate><enclosure url="https://substack-post-media.s3.amazonaws.com/public/images/39012ce0-65a6-4dab-a7bb-e4e724f00bbb_6000x4000.jpeg" length="0" type="image/jpeg"/><content:encoded><![CDATA[<p>Happy new year, and welcome back to <em>Buyout Diary</em>.</p><p>I wasted six months in 2025 doing things wrong. These mistakes cost me time, money, and momentum. Some were subtle, the kind you don&#8217;t notice until months later when you realise you&#8217;ve been building on the wrong foundation. Others were obvious in hindsight, the kind that make you wonder how you missed something so fundamental.</p><p>I made seven major mistakes in my first year as a European searcher, and I&#8217;m sharing them because I want you to learn from mine rather than making the same ones yourself. We cannot just copy the American approach here in Europe because we have a different market, different culture, different timelines. These aren&#8217;t just my mistakes either. They&#8217;re common patterns I see across European searchers, and I&#8217;m sharing them openly so you can recognise them faster than I did.</p><div class="subscription-widget-wrap-editor" data-attrs="{&quot;url&quot;:&quot;https://www.buyoutdiary.com/subscribe?&quot;,&quot;text&quot;:&quot;Subscribe&quot;,&quot;language&quot;:&quot;en&quot;}" data-component-name="SubscribeWidgetToDOM"><div class="subscription-widget show-subscribe"><div class="preamble"><p class="cta-caption">Thanks for reading Buyout Diary! Subscribe for free to receive new posts and support my work.</p></div><form class="subscription-widget-subscribe"><input type="email" class="email-input" name="email" placeholder="Type your email&#8230;" tabindex="-1"><input type="submit" class="button primary" value="Subscribe"><div class="fake-input-wrapper"><div class="fake-input"></div><div class="fake-button"></div></div></form></div></div><p>This is Part 1, covering the four strategic and planning mistakes I made before I even started seriously looking at deals. Next week, I&#8217;ll share Part 2 with the three execution mistakes that cost me the most time.</p><h2>Mistake #1: Searching Without a Plan</h2><p>This was my first and perhaps biggest mistake. I was excited about ETA, about acquisition entrepreneurship, about the whole concept of buying and building businesses. When you see something new and exciting, you want to dive straight in and start immediately. I wanted to go deep, find a business, and buy it. But I wasn&#8217;t clear about what I was actually searching for. I thought any business that looked nice and could make money would be fine, but that&#8217;s not the right way to approach this.</p><p>I started searching without a clear private placement memorandum or investment thesis, and this turned out to be a critical error. <strong>Why was this a mistake?</strong> Because I evaluated everything, but nothing had a filter. I wasted time on deals that never fit my criteria, on deep sourcing exercises for businesses that didn&#8217;t match my skills or my vision. I was essentially wandering through opportunities without any framework to guide my decisions.</p><p>The transformation came when I finally sat down and wrote my investment thesis. Everything became clear. I suddenly knew what I was looking for, what to say yes to, what to say no to, and why. The clarity was immediate and powerful. Instead of evaluating every opportunity that came my way, I could quickly filter based on my criteria. Instead of spending days analysing businesses that would never work for me, I could focus my energy on opportunities that genuinely fitted my vision.</p><p><strong>What should European searchers do?</strong> Write your private placement memorandum or investment thesis before you start looking at deals. This isn&#8217;t optional, it&#8217;s foundational. Your investment thesis should define what you&#8217;re looking for, why you&#8217;re looking for it, what your selection criteria are, and what success looks like for you. It should be specific enough to guide decisions, but flexible enough to evolve as you learn more about the market and yourself.</p><h2>Mistake #2: Not Being Clear About AI-Resistant and Recession-Resistant Criteria</h2><p>This mistake is particularly relevant in 2025 and 2026 because we really need to think about these two things: <strong>AI resistance and recession resistance</strong>. I looked at businesses without thinking about long-term resilience, which was frankly stupid. I was excited about different sectors like accounting, software businesses, graphic design, and I didn&#8217;t stop to think about what would happen when AI inevitably disrupted these industries.</p><p>Why does this matter in 2026? Because AI is changing everything, and economic cycles happen whether we like it or not. <strong>What happened to me?</strong> I spent time evaluating businesses that could be easily disrupted or automated. Accounting, for example, where bookkeeping and basic financial services can increasingly be done by AI. Graphic design, where AI tools are becoming remarkably capable. These businesses might work today, but what about in five or ten years? What happens to the valuation when AI can do sixty percent of the work? What happens to your customer base when they discover they can get similar results for a fraction of the price?</p><p>The transformation came when I added AI resistance and recession resistance as core criteria in my search. My focus on businesses became much sharper. I could quickly filter out opportunities that didn&#8217;t meet these standards. But more importantly, I developed a framework for thinking about resilience that I could apply to any industry.</p><p>Here&#8217;s how I think about AI resistance now:</p><ul><li><p>Can this business be easily replicated by software or AI?</p></li><li><p>Does it require human judgment, physical presence, or relationship-building that machines can&#8217;t replicate?</p></li><li><p>Is the core value proposition based on trust and personal connection rather than just technical skill?</p></li><li><p>Does it serve fundamental human needs that won&#8217;t disappear regardless of technological advancement?</p></li></ul><p>And for recession resistance:</p><ul><li><p>Do people need this service even when times are hard?</p></li><li><p>Is this a discretionary purchase or a necessity?</p></li><li><p>Does demand stay relatively stable across economic cycles?</p></li><li><p>Are customers locked in through habit, necessity, or high switching costs?</p></li></ul><p>When I applied this framework, certain industries became obviously attractive: craftsmanship like plumbing, electrical work, carpentry, because you can&#8217;t automate a broken pipe in someone&#8217;s home. Local services that require physical presence and trust-based relationships. Machine shops that do custom manufacturing work requiring human expertise and problem-solving. Even things like luggage storage in big-city centres, which serve a fundamental need for travellers and can&#8217;t be automated away.</p><p><strong>What should European searchers do?</strong> Define what AI-resistant and recession-resistant means for your specific search. Add this to your investment thesis and selection criteria. Think carefully about which businesses are genuinely protected from these forces. Don&#8217;t just assume a business is safe because it&#8217;s always been done a certain way. Technology changes industries faster than we expect, and economic cycles are inevitable. Build these filters into your thinking from day one.</p><h2>Mistake #3: Not Choosing Your Region (Culture Fit)</h2><p>I didn&#8217;t think hard enough about geography and culture fit early on. I took a scatter-gun approach, thinking, &#8220;how about all of Europe? Why not?&#8221; I&#8217;m German and I speak German. I live in the Netherlands and I speak Dutch. I speak English and studied in England. I thought I could do Belgium, Denmark, Austria, wherever opportunities appeared. But honestly, I don&#8217;t know all these countries one hundred percent.</p><p>The countries I genuinely know are Germany and the Netherlands. I grew up in one, and I&#8217;m living in the other. I speak both languages fluently, I understand the cultures, I know how business is done, I know what sellers care about. This is where I have fit. Everything else is surface-level understanding, the kind of knowledge you get from visiting or working briefly, but not from living and breathing a place.</p><p>You need to understand the local market, culture, and language of wherever you&#8217;re searching. This isn&#8217;t just about speaking the language well enough to negotiate a deal. It&#8217;s about understanding unspoken rules, cultural expectations, how decisions are made, what matters to people, what sellers worry about when they&#8217;re thinking about succession. It&#8217;s about knowing whether a handshake still means something in this market, or whether everything needs to be in writing. It&#8217;s about understanding regional pride, local business practices, and the thousand small things that make-or-break relationships.</p><p><strong>What happened when I ignored this?</strong> I looked at opportunities that were too far away or culturally difficult. I considered businesses in Belgium, the UK, Austria, places where I didn&#8217;t have deep cultural understanding. This was a waste of time and energy. The conversations were harder, the trust-building took longer, and I could never quite get past the sense that I was an outsider trying to understand an insider&#8217;s world.</p><p>The transformation came when I focused on Amsterdam and my local area. Everything changed. The deals became more real, the conversations more substantive, the relationships more authentic. Sellers could see I understood their world. I could pick up on subtle signals that I would have missed in another culture. The due diligence was easier because I knew what questions to ask and what answers meant. Even simple things like understanding local regulations, tax structures, and business norms became advantages rather than barriers.</p><p><strong>What should European searchers do?</strong> Pick your region based on where you want to live and where you understand the culture deeply. This needs to be written into your thesis. I see many searchers picking the wrong area, like Germany because it&#8217;s the biggest economy in Europe, even though they don&#8217;t speak German and have never lived there. The hidden champions, the Mittelstand companies, they&#8217;re not all in Berlin or Munich. They&#8217;re spread across the country in different regions with different cultures and different business practices.</p><p>You cannot manage a German business from Amsterdam if it&#8217;s somewhere like Flensburg near the Danish border. The sellers will want you there as the owner, living in their community, understanding their world, becoming part of the local business ecosystem. If you can&#8217;t or won&#8217;t do that, you&#8217;re not the right buyer for that business, regardless of how good the deal looks at paper.</p><p>Think about this carefully and write it into your investment thesis. Geography and culture fit matter more than you think. They affect everything from deal sourcing to due diligence to post-acquisition success. Get this right at the start, and you&#8217;ll save yourself months of wasted effort.</p><h2>Mistake #4: Thinking You Had to Choose One Industry Immediately</h2><p>I felt enormous pressure to pick one industry from day one. I thought this was what serious searchers did. They picked their industry, built expertise, and focused relentlessly. <em>So I started wandering between industries: digital businesses, then accounting, then retail, then maritime, then agriculture, then logistics, then craftsmanship.</em> At the time, this felt like failure. I thought I was being indecisive, that I couldn&#8217;t commit, that I was wasting time whilst other searchers were already deep into due diligence on their perfect target.</p><p>The transformation came when I realised this wasn&#8217;t wandering at all. It was research. Each pivot taught me something important about what I was looking for, what I was good at, what excited me, and what didn&#8217;t. I needed to check which industries actually fitted my experience, my knowledge, and my interests. More importantly, I needed to understand which industries met my AI-resistance and recession-resistance criteria, which ones had the kind of businesses I could actually afford, and which ones had sellers who valued what I could bring beyond just capital.</p><p>Looking at digital businesses taught me I would rather not compete with venture capital and wasn&#8217;t excited about the constant technology refresh cycle. Exploring accounting firms showed me that AI disruption risk was real and immediate. Retail revealed that most businesses in this space were either too small to be viable or too dependent on founder relationships that couldn&#8217;t be replicated. Maritime was interesting but too capital-intensive and too far outside my expertise. Agriculture and logistics taught me about supply chain complexity and the importance of physical assets. Each of these pivots added to my understanding, even though I didn&#8217;t buy any of these businesses.</p><p>By the time I focused on craftsmanship and local services, I knew why I was choosing them. Not because someone told me they were good industries, but because I&#8217;d systematically explored alternatives and understood what made these businesses attractive. They were AI-resistant, recession-resistant, affordable, locally rooted, relationship-based, and aligned with my skills and interests. That conviction came from exploration, not from picking something on day one and forcing myself to stick with it.</p><p><strong>What should European searchers do?</strong> Give yourself permission to explore, but do it with intention. Each pivot should teach you something, not just be random movement. You&#8217;re not failing if you look at multiple industries early in your search. You&#8217;re gathering data, building pattern recognition, and developing conviction about what you actually want to buy. The key is intentional exploration. Look at different industries with a learning mindset, extract the lessons from each one, and gradually narrow your focus based on what you discover about yourself and the market. Document what you learn from each industry you explore, so the time isn&#8217;t wasted even if you don&#8217;t buy in that sector.</p><p><em>But here&#8217;s the important caveat:</em> this exploration phase should be time-boxed. Allow yourself three to six months to explore industries, not eighteen months. At some point, you need to commit to a focus area even if you&#8217;re not one hundred percent certain because conviction often comes from commitment rather than from endless analysis. The goal isn&#8217;t perfect clarity before you start, it&#8217;s enough clarity to begin and the discipline to keep learning as you go.</p><h2>I Need Your Help to Shape 2026</h2><p>Here&#8217;s the thing: I write this newsletter for you, but I can only make it truly valuable if I know what you actually need.</p><p>That&#8217;s why I&#8217;m asking you to take five minutes to complete a short survey. Seven simple questions. No fluff. Just straight answers about what you want to read, what challenges you&#8217;re facing, and how I can help you most in 2026.</p><p>Your answers will directly determine what I write about for the rest of this year. I&#8217;m not going to guess what you need. I want to hear it from you.</p><p>The survey takes less than five minutes. It&#8217;s anonymous if you want it to be. And it will make this newsletter significantly more useful for everyone.</p><p>&#128073; <a href="https://tally.so/r/eqQ2VO">&#8203;</a><strong><a href="https://tally.so/r/eqQ2VO">Take the survey now</a></strong><a href="https://tally.so/r/eqQ2VO">&#8203;</a></p><p>Seriously, stop reading and take the survey. I&#8217;ll wait. Your input shapes everything I create this year.</p><h2>Coming Next Week</h2><p>In Part 2 of this series, I&#8217;ll share the three execution mistakes that cost me the most time in 2025. These are the mistakes I made after I started searching, the relationship and timing mistakes that I only recognised months into the process. If the strategic mistakes in this newsletter cost me clarity, the execution mistakes cost me momentum.</p><p>I&#8217;ll also share a deeper reflection on where I am now with the fund question I mentioned in my last newsletter. The deadline I set for myself is the end of February, and I want to walk you through the thinking process as I work towards that decision.</p><h2>Closing</h2><p>Thank you for reading my newsletter. <strong>Part 2 comes next week with Mistakes 5, 6, and 7.</strong> Until then, keep building, not flipping. Keep focusing on succession, not extraction.</p><p>Reply to this email and tell me which of these four mistakes resonated most with you.</p><ul><li><p><em>Which one did you recognise in your own journey?</em></p></li><li><p><em>Which one are you working on right now?</em></p></li></ul><p>I read every reply and I learn from your experiences just as you&#8217;re learning from mine.</p><p>Until next Monday,</p><p>Alexander</p>]]></content:encoded></item><item><title><![CDATA[2025, The Year of Building in Public]]></title><description><![CDATA[From searching for one business to building infrastructure for many. My honest reflection on 2025 and what&#8217;s next.]]></description><link>https://www.buyoutdiary.com/p/2025-the-year-of-building-in-public</link><guid isPermaLink="false">https://www.buyoutdiary.com/p/2025-the-year-of-building-in-public</guid><dc:creator><![CDATA[Alexander Kelm]]></dc:creator><pubDate>Mon, 29 Dec 2025 07:30:00 GMT</pubDate><enclosure url="https://substack-post-media.s3.amazonaws.com/public/images/de32a315-734e-447a-b3ea-6f05f8ae5076_1024x939.jpeg" length="0" type="image/jpeg"/><content:encoded><![CDATA[<p>Hello, and welcome back to <em>Buyout Diary</em>.</p><p>I&#8217;m writing this between Christmas and New Year, in that strange pocket of time when the world slows down and you can actually think. This year didn&#8217;t go as planned. I thought 2025 would be the year I bought a business, but instead it became the year I discovered what I&#8217;m actually meant to be doing. That might sound like failure, but it&#8217;s not. It&#8217;s clarity.</p><div class="subscription-widget-wrap-editor" data-attrs="{&quot;url&quot;:&quot;https://www.buyoutdiary.com/subscribe?&quot;,&quot;text&quot;:&quot;Subscribe&quot;,&quot;language&quot;:&quot;en&quot;}" data-component-name="SubscribeWidgetToDOM"><div class="subscription-widget show-subscribe"><div class="preamble"><p class="cta-caption">Thanks for reading Buyout Diary! Subscribe for free to receive new posts and support my work.</p></div><form class="subscription-widget-subscribe"><input type="email" class="email-input" name="email" placeholder="Type your email&#8230;" tabindex="-1"><input type="submit" class="button primary" value="Subscribe"><div class="fake-input-wrapper"><div class="fake-input"></div><div class="fake-button"></div></div></form></div></div><h2>Part 1: What Actually Happened</h2><p>Let me be honest about 2025. <strong>I started the year with a clear plan to complete my MBA, join ETA, find a business, and buy it</strong>. Simple, linear, the acquisition entrepreneur&#8217;s playbook. What actually happened was messier, more circuitous, and ultimately more valuable than anything I&#8217;d planned.</p><p>I pivoted between industries more times than I&#8217;d like to admit. <em>Digital businesses, then accounting firms, then retail, maritime businesses, agri-logistics, craftsmanship businesses, local services companies</em>. From the outside, this probably looked like indecision, and from the inside it felt like wandering without a map. But here&#8217;s what I&#8217;ve come to realise: I wasn&#8217;t lost, I was researching. <em>I was searching for businesses that are AI-resistant and recession-resistant, businesses that can&#8217;t be easily automated or disrupted, businesses that serve fundamental human needs regardless of economic cycles</em>. Each pivot taught me something about deal structures in Europe, and each conversation with a broker or a business owner added to my understanding of what sellers actually want, what buyers actually need, and where the gaps are. I still believe in the craftsmanship and local services space, and that focus hasn&#8217;t shifted, but the way I think about how to approach it has fundamentally changed. In fact, my wife and I have found something in our local area that fits this profile, and we&#8217;re working through the details now.</p><p>Here&#8217;s the thing I didn&#8217;t plan: <strong>whilst I was searching for a business, I was actually building an ecosystem. I founded ETA Amsterdam not as a strategic move but because it felt necessary</strong>. Europe needs its own voice in the acquisition entrepreneurship movement, and we&#8217;re not just copying the American search fund model. We&#8217;re building something different, something that fits our market, our values, our regulatory landscape. The community grew faster than I expected, the conversations were richer than I&#8217;d hoped, and somewhere along the way I realised I was spending more energy building the ecosystem than I was closing deals. That should have told me something.</p><p>Buyout Diary started as a way to document my journey, to write down my thoughts and force myself to clarify what I was learning in real-time. But it became something else entirely:<em> a space to think in public, to test ideas, to connect with people who are asking the same questions I am. Every week I publish, some weeks tactical, some weeks personal, some weeks both, and through that consistency I&#8217;ve learned what it actually means to build in public</em>. Not just the wins, but the wandering too. If you&#8217;re reading this, thank you for giving me the time and space to figure things out in front of you. That trust isn&#8217;t something I take lightly.</p><h2>Part 2: The Conversation That Changed Everything</h2><p>On 23 December, the day before Christmas Eve, I had a meeting with a local M&amp;A lawyer. We sat for two hours and talked about ETA in Germany, in the Benelux countries, in Europe more broadly. We discussed the difference between private equity and venture capital and search funds, and debated whether the distinctions even matter anymore. Then he asked a question that landed like a punch:</p><blockquote><p>&#8220;You have the mindset of an acquisition entrepreneur, but your skills are more like an investor. Why aren&#8217;t you raising a fund?&#8221;</p></blockquote><p>I sat there for a moment because here&#8217;s the thing: <strong>I&#8217;d been thinking about this for two months already</strong>. I&#8217;d had conversations with other search fund investors, people who never operated businesses themselves but built successful portfolios by allocating capital well. I&#8217;d been watching how they structured their funds, how they sourced deals, how they supported operators without being the operators themselves. The lawyer didn&#8217;t give me the idea, he gave me permission to see myself clearly.</p><p>Let me be direct about what I realised in that conversation. I&#8217;m not a solo searcher, not really. I mean yes, I&#8217;ll still do the search. My wife and I will find a business we can handle together, something in craftsmanship or local services, something we can build and run. That path hasn&#8217;t disappeared. But it&#8217;s not enough, and it doesn&#8217;t match the scale of what I&#8217;m actually trying to build.</p><p>Here&#8217;s what I actually am: <strong>I&#8217;m an ecosystem builder and a capital allocator</strong>. This isn&#8217;t new, by the way, it&#8217;s just taken me this long to see it clearly. I&#8217;ve been investing since I was a student. I paid for my entire degree, every module, every exam fee, with stock market investments. Not inheritance money, not loans, but investments I made myself. When I worked at a Big Four firm, what excited me wasn&#8217;t client delivery but financial analysis. Reading balance sheets, understanding cash flows, seeing the patterns in how capital moves. I&#8217;m good at this, I&#8217;ve always been good at this, but I kept thinking I was supposed to be something else. An operator, a CEO, someone who runs the day-to-day.</p><p>The truth is I don&#8217;t want to be CEO. I want to build infrastructure, allocate capital, find the right people (which my ecosystem conveniently gives me access to) and support them in acquiring and growing businesses. That&#8217;s not a searcher&#8217;s profile, that&#8217;s a fund manager&#8217;s profile.</p><p>The lawyer laid it out clearly. Give yourself until the end of February to make a decision, use these two months to think properly, to test the idea, to see if this is what you actually want. If yes, then spend 2026 building the infrastructure. Formalise the ETA Amsterdam ecosystem, which is already a goldmine for finding operators and deal flow. Prepare to raise capital, and the money won&#8217;t be the problem because there are plenty of investors looking for exactly this kind of vehicle. Structure the fund properly, not a search fund model but a small PE or VC fund focused on European SMB acquisitions. By the beginning of 2027 you could be deploying capital, perhaps ten to twenty-five million euros to acquire three or four businesses. Roll them up if it makes sense, place strong operators as CEOs, build a portfolio that preserves European businesses and gives them the succession they need. Not extraction, but continuation.</p><blockquote><p>&#8220;You don&#8217;t have to choose between ecosystem and acquisition,&#8221; he said. &#8220;You can do both. In fact, the ecosystem makes the fund possible.&#8221;</p></blockquote><p>So here&#8217;s where I sit as 2025 ends. I&#8217;m about seventy to eighty percent decided. This feels right, it matches my skills, my background, my actual strengths, and it scales the impact I want to have on European acquisition entrepreneurship. But I&#8217;m not naive about this. It&#8217;s a fundamentally different path, not just &#8220;searcher plus more capital&#8221; but a different identity, different responsibilities, different challenges. The solo search with my wife still happens, that&#8217;s personal, that&#8217;s us building something together. But the fund? That&#8217;s about building infrastructure for a movement.</p><p>Let me be specific about what this year taught me:</p><p><strong>About myself:</strong></p><ul><li><p>I&#8217;m better at building systems than running operations</p></li><li><p>I get energy from allocating capital and enabling others rather than being the person in the arena every day</p></li><li><p>My ecosystem work isn&#8217;t a distraction but the foundation</p></li></ul><p><strong>About European deals:</strong></p><ul><li><p>Sellers want continuity more than they want maximum price</p></li><li><p>The best deals come through relationships rather than brokers</p></li><li><p>Every market has its own logic which means you can&#8217;t just copy American models</p></li></ul><p><strong>About search itself:</strong></p><ul><li><p>Industry pivots aren&#8217;t failures if you&#8217;re learning</p></li><li><p>The perfect business doesn&#8217;t exist because it&#8217;s about fit and timing</p></li><li><p>Community matters more than I gave it credit for</p></li></ul><p><strong>What I got wrong:</strong></p><ul><li><p>I thought I needed to choose between ecosystem or acquisition</p></li><li><p>I underestimated how long real deal-making takes in Europe</p></li><li><p>I overestimated my desire to be CEO</p></li></ul><p><strong>What I need to do better:</strong></p><ul><li><p>Trust my instincts about capital allocation instead of forcing myself into an operator mould</p></li><li><p>Build infrastructure before deploying capital rather than the other way around</p></li><li><p>Stop treating ecosystem-building as separate from deal-making because they&#8217;re the same work</p></li></ul><h2>Part 3: What I&#8217;m Building Towards in 2026</h2><p>So here&#8217;s what 2026 looks like from where I&#8217;m sitting today. End of February is my personal deadline, and by then I need to be clear about whether I&#8217;m raising a fund or staying solo. I&#8217;m using these two months to stress-test the idea with people whose judgement I trust, model out what the fund structure would actually look like, and be honest with myself about what I want versus what I think I should want. This isn&#8217;t about rushing, it&#8217;s about being deliberate.</p><p>If I move forward with the fund, and I&#8217;m leaning towards this, here&#8217;s what changes. The solo search continues, my wife and I will still find a business in craftsmanship or local services, something we can build and run together. This is about us, our own journey, our own skin in the game. But alongside that, the fund becomes about infrastructure. Formalising ETA Amsterdam into a proper European ETA ecosystem, building the infrastructure to raise capital properly, structuring a small PE or VC vehicle focused on European SMB acquisitions, deploying capital to acquire three or four businesses, supporting strong operators, building a portfolio. The timeline would be infrastructure in 2026, deployment starting 2027. These aren&#8217;t in competition, they&#8217;re complementary. The solo search keeps me close to the work, the fund lets me scale impact.</p><p>Some things don&#8217;t change regardless of which path I take:</p><ul><li><p><strong>Buyout Diary continues</strong> with a new newsletter every week. This is my laboratory, my thinking space, my way of staying honest.</p></li><li><p><strong>The ecosystem grows.</strong> ETA Amsterdam is transforming from a community into a proper European ecosystem with more events and more specific programming, not just for searchers but for acquirers, operators, investors.</p></li><li><p><strong>The focus holds</strong> on craftsmanship and local services, businesses that need succession rather than extraction, European businesses that deserve to continue rather than get corporatised.</p></li></ul><p>Beyond the fund question, I&#8217;m also beginning to invest in smaller search processes, so if you&#8217;re searching and need support I&#8217;m open to conversations. I&#8217;m attending more conferences, and if you&#8217;re hosting or attending we should connect. I&#8217;m building relationships with investors who understand the European market.</p><p>Here&#8217;s how I&#8217;ll measure 2026, not by deals closed because that&#8217;s an outcome and outcomes take time, and not by capital raised because that&#8217;s a vanity metric if the infrastructure isn&#8217;t right. Instead I&#8217;ll measure by clarity, infrastructure, and momentum:</p><ul><li><p><em>Do I know by March what I&#8217;m actually building?</em></p></li><li><p><em>Have I formalised the ecosystem in a way that creates real value?</em></p></li><li><p><em>Am I building relationships with the right people: operators, investors, sellers?</em></p></li><li><p><em>Am I continuing to learn in public, to share what&#8217;s working and what isn&#8217;t?</em></p></li></ul><p>2026 is a building year, not a victory lap, a foundation year.</p><h2>My Top 3 Newsletters from 2025</h2><p>If you&#8217;re new here or if you want to revisit the year, these three pieces capture what 2025 was really about.</p><p>The first is &#8220;<a href="https://www.buyoutdiary.com/p/three-ideas-that-are-shaping-my-acquisition">&#8203;</a><strong><a href="https://www.buyoutdiary.com/p/three-ideas-that-are-shaping-my-acquisition">Three Ideas That Are Shaping My Acquisition Journey</a></strong><a href="https://www.buyoutdiary.com/p/three-ideas-that-are-shaping-my-acquisition">&#8203;</a>&#8221;, which is about the frameworks I use to make sense of the search process. Three specific ideas that changed how I evaluate opportunities, think about risk, and understand what I&#8217;m actually trying to build. If you&#8217;re in the middle of your own search and feeling overwhelmed by options, this one might help you clarify your thinking.</p><p>The second is &#8220;<a href="https://www.buyoutdiary.com/p/clarity-before-the-chase-writing">&#8203;</a><strong><a href="https://www.buyoutdiary.com/p/clarity-before-the-chase-writing">Clarity Before the Chase: Writing Your Investment Thesis</a></strong><a href="https://www.buyoutdiary.com/p/clarity-before-the-chase-writing">&#8203;</a>&#8221;. Before you can find the right business, you need to know what you&#8217;re looking for. This piece walks through how to write an actual investment thesis, not a vague wish list but a clear framework that helps you say no to the wrong opportunities and yes to the right ones. I wrote this after months of pivoting between industries, and it forced me to get specific about what I actually wanted.</p><p>The third is &#8220;<a href="https://www.buyoutdiary.com/p/scaling-through-acquisition-my-thoughts">&#8203;</a><strong><a href="https://www.buyoutdiary.com/p/scaling-through-acquisition-my-thoughts">Scaling Through Acquisition: My Thoughts on Roll-Ups</a></strong><a href="https://www.buyoutdiary.com/p/scaling-through-acquisition-my-thoughts">&#8203;</a>&#8221;. Roll-ups get a bad reputation, but done right, done with respect for the businesses and the people, they can be a powerful way to preserve and grow European SMBs. This piece explores when roll-ups make sense, when they don&#8217;t, and what it takes to execute them without destroying value. If the fund path is what I choose, this thinking will be foundational.</p><h2>For Everyone Building, Not Flipping</h2><p>As 2025 ends, I want to say something clearly. This newsletter exists because I believe Europe is at the beginning of a generational shift in ownership. Thousands of small businesses, good businesses, profitable businesses, businesses with loyal customers and skilled employees, will soon need a successor. They need an entrepreneur willing to continue the story, not a corporate buyer, not someone who sees them as an arbitrage opportunity. They need someone who cares about craftsmanship, longevity, and responsible ownership.</p><p>That&#8217;s what Buyout Diary is for. To give this movement a voice, to connect people who think long-term, to make acquisition entrepreneurship more accessible, more European, more humane. If that resonates with you, you&#8217;re in the right place.</p><p>As we step into the new year, here&#8217;s what I hope for you:</p><ul><li><p><strong>Clarity,</strong> not certainty because that&#8217;s impossible, but clarity about what you&#8217;re actually trying to build and why.</p></li><li><p><strong>Momentum,</strong> even if it&#8217;s slow, even if it&#8217;s unglamorous, because progress matters more than speed.</p></li><li><p><strong>Community,</strong> because you&#8217;re not alone in this, and whether you&#8217;re searching, operating, or investing, there are others asking the same questions you are.</p></li><li><p><strong>Health,</strong> because this work is long and hard and requires endurance. Take care of yourself, spend time with the people who matter most, because business is important but it&#8217;s not everything.</p></li></ul><p>If you&#8217;ve read this far, you&#8217;re part of this journey, and thank you for that. <strong>In 2026 I&#8217;ll keep writing, keep building, keep learning in public</strong>. If you&#8217;re searching for a business, if you&#8217;re building an ecosystem, if you&#8217;re trying to figure out what acquisition entrepreneurship looks like in Europe, let&#8217;s stay connected. <em>Reply to this email, share what you&#8217;re working on, tell me where you&#8217;re stuck.</em> I can&#8217;t promise I&#8217;ll have answers, but I can promise I&#8217;ll engage honestly, because that&#8217;s what this community is. People who care enough to do the work, to ask the hard questions, to build something that matters.</p><p>Until next Monday,</p><p>Alexander</p>]]></content:encoded></item><item><title><![CDATA[Building Something Bigger Than My Own Search]]></title><description><![CDATA[Why I&#8217;m focusing on community, ownership, and the long game as the year closes.]]></description><link>https://www.buyoutdiary.com/p/building-something-bigger-than-my</link><guid isPermaLink="false">https://www.buyoutdiary.com/p/building-something-bigger-than-my</guid><dc:creator><![CDATA[Alexander Kelm]]></dc:creator><pubDate>Mon, 22 Dec 2025 07:30:00 GMT</pubDate><enclosure url="https://substackcdn.com/image/fetch/$s_!flVS!,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F6fa7a3a8-5ce8-471b-aeaa-bba90a902063_1204x1600.jpeg" length="0" type="image/jpeg"/><content:encoded><![CDATA[<p>Hello, and welcome back to <em>Buyout Diary</em>.</p><p>This is not a newsletter about a deal, a tactic, or a clever framework. It is not an update in the sense of &#8220;here is what happened last week&#8221;. It is a reflection, written at a moment where a few different threads of my life have quietly come together.</p><div class="subscription-widget-wrap-editor" data-attrs="{&quot;url&quot;:&quot;https://www.buyoutdiary.com/subscribe?&quot;,&quot;text&quot;:&quot;Subscribe&quot;,&quot;language&quot;:&quot;en&quot;}" data-component-name="SubscribeWidgetToDOM"><div class="subscription-widget show-subscribe"><div class="preamble"><p class="cta-caption">Thanks for reading Buyout Diary! Subscribe for free to receive new posts and support my work.</p></div><form class="subscription-widget-subscribe"><input type="email" class="email-input" name="email" placeholder="Type your email&#8230;" tabindex="-1"><input type="submit" class="button primary" value="Subscribe"><div class="fake-input-wrapper"><div class="fake-input"></div><div class="fake-button"></div></div></form></div></div><p>The past weeks have not been chaotic, but they have been heavy in a calm way. There has been a lot happening at the same time: work, writing, finishing my MBA, thinking more seriously about ownership, and continuing to build something that started almost accidentally and has now become central to how I see my future. This letter is about that shift.</p><p>I want to share why I am choosing to put real energy into <strong>building an ETA ecosystem</strong>, why I believe this matters beyond my own acquisition journey, and why I am now opening the door to a different kind of conversation than I have before.</p><h2><strong>Where My Attention Is Right Now</strong></h2><p>There is a difference between being busy and being pulled in many directions. What I have felt recently is not distraction, but convergence. Several paths that I have been walking in parallel are starting to point in the same direction.</p><p>Alongside my main work, <em>I have been writing this newsletter every week</em>, documenting my thinking as I move towards buying a business. At the same time, <em>I have been building a local ETA community in Amsterdam</em>, hosting monthly meetups simply because I could not find the kind of conversations I was looking for. In parallel, <em>I have been finishing my MBA</em>, which formally ended only recently when I held the certificate in my hands.</p><p>That moment mattered more than I expected, not because of the title, but because it closed a long chapter. I started my academic journey almost two decades ago, always with the idea that one day I would complete a master&#8217;s degree. Now that chapter is done. What remains is not ambition, but clarity.</p><p>What has become very clear to me is that ownership is not primarily about transactions. It is about responsibility, governance, and the ability to live with decisions over time. That realisation has changed not only how I think about my own future business, but also how I think about the environment in which people learn to become owners.</p><h2><strong>What The MBA Actually Gave Me</strong></h2><p>The MBA did not redirect me. It sharpened me.</p><p>Finance, valuation, and strategy are useful, but they were not the lasting takeaway. What stayed with me far more deeply were questions of governance, delegation, and stewardship. Writing my thesis forced me to think beyond the moment of acquisition into what happens after closing, when the excitement fades and responsibility remains.</p><p>It made me acutely aware of the gap between understanding how deals work and being ready to own something for years. Ownership is not an event. It is a condition. And that condition requires more than intelligence. It requires systems, people, and environments that support good judgement over long periods of time.</p><p>As I shared my research publicly and spoke to practitioners across Europe and beyond, something unexpected happened. Conversations multiplied. People reached out. Not because they wanted answers, but because they recognised the questions. That experience planted the seed for something that would grow far beyond a thesis or a newsletter.</p><div class="captioned-image-container"><figure><a class="image-link image2 is-viewable-img" target="_blank" href="https://substackcdn.com/image/fetch/$s_!flVS!,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F6fa7a3a8-5ce8-471b-aeaa-bba90a902063_1204x1600.jpeg" data-component-name="Image2ToDOM"><div class="image2-inset"><picture><source type="image/webp" srcset="https://substackcdn.com/image/fetch/$s_!flVS!,w_424,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F6fa7a3a8-5ce8-471b-aeaa-bba90a902063_1204x1600.jpeg 424w, https://substackcdn.com/image/fetch/$s_!flVS!,w_848,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F6fa7a3a8-5ce8-471b-aeaa-bba90a902063_1204x1600.jpeg 848w, https://substackcdn.com/image/fetch/$s_!flVS!,w_1272,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F6fa7a3a8-5ce8-471b-aeaa-bba90a902063_1204x1600.jpeg 1272w, https://substackcdn.com/image/fetch/$s_!flVS!,w_1456,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F6fa7a3a8-5ce8-471b-aeaa-bba90a902063_1204x1600.jpeg 1456w" sizes="100vw"><img src="https://substackcdn.com/image/fetch/$s_!flVS!,w_1456,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F6fa7a3a8-5ce8-471b-aeaa-bba90a902063_1204x1600.jpeg" width="1204" height="1600" data-attrs="{&quot;src&quot;:&quot;https://substack-post-media.s3.amazonaws.com/public/images/6fa7a3a8-5ce8-471b-aeaa-bba90a902063_1204x1600.jpeg&quot;,&quot;srcNoWatermark&quot;:null,&quot;fullscreen&quot;:null,&quot;imageSize&quot;:null,&quot;height&quot;:1600,&quot;width&quot;:1204,&quot;resizeWidth&quot;:null,&quot;bytes&quot;:null,&quot;alt&quot;:null,&quot;title&quot;:null,&quot;type&quot;:null,&quot;href&quot;:null,&quot;belowTheFold&quot;:true,&quot;topImage&quot;:false,&quot;internalRedirect&quot;:null,&quot;isProcessing&quot;:false,&quot;align&quot;:null,&quot;offset&quot;:false}" class="sizing-normal" alt="" srcset="https://substackcdn.com/image/fetch/$s_!flVS!,w_424,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F6fa7a3a8-5ce8-471b-aeaa-bba90a902063_1204x1600.jpeg 424w, https://substackcdn.com/image/fetch/$s_!flVS!,w_848,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F6fa7a3a8-5ce8-471b-aeaa-bba90a902063_1204x1600.jpeg 848w, https://substackcdn.com/image/fetch/$s_!flVS!,w_1272,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F6fa7a3a8-5ce8-471b-aeaa-bba90a902063_1204x1600.jpeg 1272w, https://substackcdn.com/image/fetch/$s_!flVS!,w_1456,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F6fa7a3a8-5ce8-471b-aeaa-bba90a902063_1204x1600.jpeg 1456w" sizes="100vw" loading="lazy"></picture><div class="image-link-expand"><div class="pencraft pc-display-flex pc-gap-8 pc-reset"><button tabindex="0" type="button" class="pencraft pc-reset pencraft icon-container restack-image"><svg role="img" width="20" height="20" viewBox="0 0 20 20" fill="none" stroke-width="1.5" stroke="var(--color-fg-primary)" stroke-linecap="round" stroke-linejoin="round" xmlns="http://www.w3.org/2000/svg"><g><title></title><path d="M2.53001 7.81595C3.49179 4.73911 6.43281 2.5 9.91173 2.5C13.1684 2.5 15.9537 4.46214 17.0852 7.23684L17.6179 8.67647M17.6179 8.67647L18.5002 4.26471M17.6179 8.67647L13.6473 6.91176M17.4995 12.1841C16.5378 15.2609 13.5967 17.5 10.1178 17.5C6.86118 17.5 4.07589 15.5379 2.94432 12.7632L2.41165 11.3235M2.41165 11.3235L1.5293 15.7353M2.41165 11.3235L6.38224 13.0882"></path></g></svg></button><button tabindex="0" type="button" class="pencraft pc-reset pencraft icon-container view-image"><svg xmlns="http://www.w3.org/2000/svg" width="20" height="20" viewBox="0 0 24 24" fill="none" stroke="currentColor" stroke-width="2" stroke-linecap="round" stroke-linejoin="round" class="lucide lucide-maximize2 lucide-maximize-2"><polyline points="15 3 21 3 21 9"></polyline><polyline points="9 21 3 21 3 15"></polyline><line x1="21" x2="14" y1="3" y2="10"></line><line x1="3" x2="10" y1="21" y2="14"></line></svg></button></div></div></div></a><figcaption class="image-caption">One Chapter Completed.</figcaption></figure></div><h2><strong>From Individual Ambition To Collective Responsibility</strong></h2><p>Most ETA journeys begin alone. Searching is solitary work. Learning happens quietly. Decisions are made without much external feedback, especially in Europe where the ecosystem is still young and fragmented.</p><p>Over the past year, I have spoken with searchers, investors, HoldCo founders, operators, and advisors across borders. The same themes come up again and again. The same uncertainties. The same moments of doubt before and after major decisions. Yet knowledge remains scattered. Experience is local. Lessons are often locked inside private conversations.</p><p>In the US, <strong>ETA has infrastructure</strong>. There are institutions, playbooks, and established communities that create continuity. In Europe, we have pockets of activity, but little connective tissue. Conferences help, but they are moments in time. What is missing is a place where thinking continues between events, where trust builds through repetition, and where learning compounds rather than resets.</p><p>This is where my focus began to shift from my own ambition towards something more collective.</p><h2><strong>Why ETA Amsterdam Exists</strong></h2><p><strong>ETA Amsterdam</strong> did not start as a brand or a strategy. It started as a response to absence. I was looking for people who cared deeply about long-term ownership, and when I could not find that space, I created it.</p><p>Amsterdam is symbolic, not exclusive. Historically, this city was one of the birthplaces of modern entrepreneurship. The first stock exchange, the first large multinational company, and a deep culture of trade and openness all emerged here. Today, Amsterdam remains international, connected, and unusually open to new ideas.</p><p>But <strong><a href="Etaamsterdam.com">ETA Amsterdam</a></strong> was never meant to be a local club. The name refers to a place, but the ambition goes beyond geography. What I am building is intended to become a European meeting point for serious ownership thinking. Not loud. Not performative. But thoughtful, rigorous, and long-term oriented.</p><p>This is not about putting myself at the centre. It is about creating continuity. A place where searchers, owners, investors, and operators can speak honestly, learn from one another, and develop judgement over time.</p><h2><strong>What Kind Of Ecosystem I Want To Build</strong></h2><p>There is a fundamental difference between hosting meetups and building an ecosystem. Meetups are events. Ecosystems are relationships.</p><p><strong>The ecosystem I am trying to build is based on trust, repetition, and depth</strong>. It is not designed for maximum scale. It is designed for meaningful interaction. Not every conversation needs to include everyone, and not every space serves the same purpose.</p><p>I imagine different spaces for different stages of the journey. Places where searchers can speak openly before acquisition. Places where owners can reflect after closing. Places where investors engage beyond capital. Places where operators and advisors are treated as partners, not service providers.</p><p>This only works if it is collective. Communities do not grow because one person hosts forever. They grow because multiple people invest time, ideas, and resources. ETA Amsterdam should not be &#8220;run by&#8221; someone. It should be held by the people who care enough to contribute.</p><h2><strong>The Practical Reality Of Building Something Properly</strong></h2><p>Building a serious ecosystem requires time. Time requires focus. Focus requires sustainability.</p><p>This cannot remain an evenings-and-weekends project forever. Quality events, good speakers, and continuity cost real resources. If ETA Amsterdam is to grow into something durable, it needs structure. And structure requires partners.</p><p><strong>I want to commit more deeply to this work</strong>. To do that responsibly, it needs to become sustainable. <em>That means working with organisations and individuals who want to invest in the long-term health of the European ETA ecosystem.</em></p><p>This is not about transactional sponsorship or logo placement. It is about partnership. About supporting an institution that can outlast any single person&#8217;s involvement.</p><h2><strong>Who I Am Hoping To Speak With</strong></h2><p><em>I am looking to speak with firms, investors, advisors, and institutions who care about entrepreneurship through acquisition in Europe and want to contribute meaningfully</em>. Geography does not matter. Alignment does.</p><p>You might be based in Amsterdam, Milan, Madrid, London, Stockholm, Munich, or the US. What matters is that you believe Europe needs stronger ETA infrastructure and that you are willing to engage beyond observation.</p><p>This is about long-term collaboration, not one-off support. About building something that others can rely on.</p><h2><strong>Why I Am Sharing This Now</strong></h2><p>I am sharing this because transparency matters. Because ecosystems are built through conversation, not announcements. And because I would rather invite thoughtful dialogue than push a pitch.</p><p>If this resonates with you, or if you know someone who might care about this work, I would genuinely like to hear from you. <strong>You can reply to this email or reach out to me directly</strong>.</p><p>&#128073;<strong> <a href="https://www.linkedin.com/in/alexander-kelm/">Let&#8217;s talk!</a></strong>&#8203;</p><h2><strong>Closing Reflection</strong></h2><p>I am still on my own ownership journey. I am still searching, learning, and refining my thinking. But I no longer see that journey as separate from the ecosystem around it. The more I move forward, the clearer it becomes that good ownership is rarely built in isolation.</p><p>Building alone is possible. Building together is stronger.</p><p>As this is the last <strong>Buyout Diary before Christmas</strong>, I want to end on a quieter note. I hope you are able to step back over the coming days, spend time with your family, and enjoy a few moments away from plans, decisions, and screens. These pauses matter more than we often admit, especially when we are building something for the long term.</p><p>Thank you for reading, for thinking deeply, and for staying engaged over the past year. I am grateful for every thoughtful reply and conversation that has come out of this newsletter.</p><p>I wish you peaceful holidays, meaningful time with the people close to you, and a good start into the new year.</p><p><em>Hit reply. Share your thoughts.</em> I am happy to read every single one.</p><p>Until next Monday,</p><p>Alexander</p><div class="subscription-widget-wrap-editor" data-attrs="{&quot;url&quot;:&quot;https://www.buyoutdiary.com/subscribe?&quot;,&quot;text&quot;:&quot;Subscribe&quot;,&quot;language&quot;:&quot;en&quot;}" data-component-name="SubscribeWidgetToDOM"><div class="subscription-widget show-subscribe"><div class="preamble"><p class="cta-caption">Thanks for reading Buyout Diary! Subscribe for free to receive new posts and support my work.</p></div><form class="subscription-widget-subscribe"><input type="email" class="email-input" name="email" placeholder="Type your email&#8230;" tabindex="-1"><input type="submit" class="button primary" value="Subscribe"><div class="fake-input-wrapper"><div class="fake-input"></div><div class="fake-button"></div></div></form></div></div>]]></content:encoded></item><item><title><![CDATA[The Weeks Nobody Sees But Everyone Goes Through]]></title><description><![CDATA[A candid reflection on the demanding side of the ETA journey and why the quiet, difficult weeks often shape the owner you become.]]></description><link>https://www.buyoutdiary.com/p/the-weeks-nobody-sees-but-everyone</link><guid isPermaLink="false">https://www.buyoutdiary.com/p/the-weeks-nobody-sees-but-everyone</guid><dc:creator><![CDATA[Alexander Kelm]]></dc:creator><pubDate>Mon, 15 Dec 2025 07:30:00 GMT</pubDate><enclosure url="https://substackcdn.com/image/fetch/$s_!jo9t!,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Fe31d0f0e-7737-4749-bbed-aaa41291a8e2_1024x942.jpeg" length="0" type="image/jpeg"/><content:encoded><![CDATA[<p>Hello, and welcome back to <em>Buyout Diary</em>.</p><p>In the previous newsletter I wrote about three ideas that have been quietly reshaping the way I think about my acquisition journey. I did not expect the depth of the responses that came in. Many of you wrote to say that you are navigating similar questions, the same moments of uncertainty, the same mix of ambition and responsibility. It reminded me again that ETA looks very individual from the outside, but from <strong>the inside the emotional landscape</strong> is shared by far more people than you would think.</p><p>Since then, if someone looked only at my public activity, they might assume nothing significant has happened. There were no announcements, no screenshots of LOIs, no big moves. But internally, this week felt heavy, meaningful and strangely clarifying. It was one of those stretches where life does not pause for your ambition, yet your ambition refuses to disappear. The result is a kind of tension that forces you to <strong>understand yourself</strong> at a deeper level. These are the weeks nobody writes about on LinkedIn, but they are the weeks that quietly shape who you become as a future owner.</p><p>I want to write about that today. Not as advice, not as strategy, b<em>ut as a field note from someone in the middle of the journey.</em></p><div class="subscription-widget-wrap-editor" data-attrs="{&quot;url&quot;:&quot;https://www.buyoutdiary.com/subscribe?&quot;,&quot;text&quot;:&quot;Subscribe&quot;,&quot;language&quot;:&quot;en&quot;}" data-component-name="SubscribeWidgetToDOM"><div class="subscription-widget show-subscribe"><div class="preamble"><p class="cta-caption">Thanks for reading Buyout Diary! Subscribe for free to receive new posts and support my work.</p></div><form class="subscription-widget-subscribe"><input type="email" class="email-input" name="email" placeholder="Type your email&#8230;" tabindex="-1"><input type="submit" class="button primary" value="Subscribe"><div class="fake-input-wrapper"><div class="fake-input"></div><div class="fake-button"></div></div></form></div></div><h2><strong>The Invisible Weight of Running Several Lives at Once</strong></h2><p>One of the hard truths I confronted this week is <strong>how difficult it is to run multiple arcs of life at the same time</strong>. I have my main job, which demands a level of focus and output that cannot be delegated or minimised. I have <strong><a href="https://preview.convertkit-mail2.com/click/dpheh0hzhm/d3d3LmJ1eW91dGRpYXJ5LmNvbQ==">Buyout Diary</a></strong>, which has grown into something meaningful and deserves the best of my thinking. I have <strong><a href="https://preview.convertkit-mail2.com/click/dpheh0hzhm/d3d3LmV0YWFtc3RlcmRhbS5jb20=">ETA Amsterdam</a></strong>, which is no longer just an idea but a real community that needs structure, attention and leadership. And I have my own acquisition search, which requires mental bandwidth even when I am not actively screening deals.</p><p>None of this happens in isolation. Real life does not politely step back to let you work on your dreams.</p><p>At the moment I am also navigating something that many people underestimate: <em>the challenge of living in Germany while my wife remains in Amsterdam</em>. The relocation process in the Netherlands has been far more difficult than expected, and the search for housing has been long, slow and exhausting. It affects energy, sleep, creativity and emotional resilience. You cannot perform at your best in your search when the foundation of daily life still feels unstable.</p><p>This is not something people talk about openly in ETA circles, but it shapes the journey more than any sourcing strategy or financial model. There is a silent emotional layer under every professional decision, and ignoring it would be dishonest.</p><h2><strong>Two Conversations That Shifted My Thinking</strong></h2><p>Even in a heavy week, <strong>meaningful conversations</strong> can change the way you see your path. I had two such conversations in the last days. I cannot share who they were with or the contents of the recordings, but I can share the impact they had on me.</p><p>The first reminded me that the search process is not simply about identifying deals. <strong>It is about becoming the kind of person who can make high-quality decisions under pressure</strong>. That does not happen through speed. It happens through repeated exposure to complexity, through thoughtful dialogue, through the discipline of looking at businesses even when you are tired or distracted. That conversation grounded me again. It reminded me that maturity is built quietly.</p><p>The second conversation shifted something else. <strong>It clarified the importance of context</strong>. Searchers often believe that their challenges are unique, but patterns repeat across markets, stages and personality types. Hearing someone with global exposure reflect on those patterns made me see my own journey with new eyes. What I thought were signs of slowness were actually signs of alignment. What I thought were limitations were simply the natural timing of someone building an acquisition path while holding a life together.</p><p>Both conversations left me with a strange mix of calmness and responsibility. Calmness because I am on the right path. Responsibility because the path requires depth, not speed.</p><h2><strong>The Tension Between Work, Ambition and Identity</strong></h2><p>This week forced me to sit with a question I have avoided: <em>what does ambition look like when it exists alongside real-life constraints</em>. Many people assume ambition means quitting your job immediately, jumping into risk with both feet and pushing for extreme outcomes. But for others, ambition looks different. It looks like building steadily and quietly, without compromising the parts of life that matter most. It looks like designing a path that allows for long-term success rather than short-term adrenaline.</p><p>I realised that my identity as a future owner is being shaped not only by what I pursue, but by what I protect. I want my marriage to stay strong. I want my professional credibility to remain intact. I want my search to reflect my values, not my impatience. And I want to build a HoldCo that I can be proud of for decades, not just during the deal-closing moment.</p><p>This week made it clear that the ETA journey is deeply personal. Behind the frameworks and the strategy slides is a human being trying to integrate ambition with responsibility. <strong>The integration matters as much as the acquisition</strong>.</p><div class="captioned-image-container"><figure><a class="image-link image2 is-viewable-img" target="_blank" href="https://substackcdn.com/image/fetch/$s_!jo9t!,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Fe31d0f0e-7737-4749-bbed-aaa41291a8e2_1024x942.jpeg" data-component-name="Image2ToDOM"><div class="image2-inset"><picture><source type="image/webp" srcset="https://substackcdn.com/image/fetch/$s_!jo9t!,w_424,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Fe31d0f0e-7737-4749-bbed-aaa41291a8e2_1024x942.jpeg 424w, https://substackcdn.com/image/fetch/$s_!jo9t!,w_848,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Fe31d0f0e-7737-4749-bbed-aaa41291a8e2_1024x942.jpeg 848w, https://substackcdn.com/image/fetch/$s_!jo9t!,w_1272,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Fe31d0f0e-7737-4749-bbed-aaa41291a8e2_1024x942.jpeg 1272w, https://substackcdn.com/image/fetch/$s_!jo9t!,w_1456,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Fe31d0f0e-7737-4749-bbed-aaa41291a8e2_1024x942.jpeg 1456w" sizes="100vw"><img src="https://substackcdn.com/image/fetch/$s_!jo9t!,w_1456,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Fe31d0f0e-7737-4749-bbed-aaa41291a8e2_1024x942.jpeg" width="1024" height="942" data-attrs="{&quot;src&quot;:&quot;https://substack-post-media.s3.amazonaws.com/public/images/e31d0f0e-7737-4749-bbed-aaa41291a8e2_1024x942.jpeg&quot;,&quot;srcNoWatermark&quot;:null,&quot;fullscreen&quot;:null,&quot;imageSize&quot;:null,&quot;height&quot;:942,&quot;width&quot;:1024,&quot;resizeWidth&quot;:null,&quot;bytes&quot;:null,&quot;alt&quot;:null,&quot;title&quot;:null,&quot;type&quot;:null,&quot;href&quot;:null,&quot;belowTheFold&quot;:true,&quot;topImage&quot;:false,&quot;internalRedirect&quot;:null,&quot;isProcessing&quot;:false,&quot;align&quot;:null,&quot;offset&quot;:false}" class="sizing-normal" alt="" srcset="https://substackcdn.com/image/fetch/$s_!jo9t!,w_424,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Fe31d0f0e-7737-4749-bbed-aaa41291a8e2_1024x942.jpeg 424w, https://substackcdn.com/image/fetch/$s_!jo9t!,w_848,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Fe31d0f0e-7737-4749-bbed-aaa41291a8e2_1024x942.jpeg 848w, https://substackcdn.com/image/fetch/$s_!jo9t!,w_1272,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Fe31d0f0e-7737-4749-bbed-aaa41291a8e2_1024x942.jpeg 1272w, https://substackcdn.com/image/fetch/$s_!jo9t!,w_1456,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2Fe31d0f0e-7737-4749-bbed-aaa41291a8e2_1024x942.jpeg 1456w" sizes="100vw" loading="lazy"></picture><div class="image-link-expand"><div class="pencraft pc-display-flex pc-gap-8 pc-reset"><button tabindex="0" type="button" class="pencraft pc-reset pencraft icon-container restack-image"><svg role="img" width="20" height="20" viewBox="0 0 20 20" fill="none" stroke-width="1.5" stroke="var(--color-fg-primary)" stroke-linecap="round" stroke-linejoin="round" xmlns="http://www.w3.org/2000/svg"><g><title></title><path d="M2.53001 7.81595C3.49179 4.73911 6.43281 2.5 9.91173 2.5C13.1684 2.5 15.9537 4.46214 17.0852 7.23684L17.6179 8.67647M17.6179 8.67647L18.5002 4.26471M17.6179 8.67647L13.6473 6.91176M17.4995 12.1841C16.5378 15.2609 13.5967 17.5 10.1178 17.5C6.86118 17.5 4.07589 15.5379 2.94432 12.7632L2.41165 11.3235M2.41165 11.3235L1.5293 15.7353M2.41165 11.3235L6.38224 13.0882"></path></g></svg></button><button tabindex="0" type="button" class="pencraft pc-reset pencraft icon-container view-image"><svg xmlns="http://www.w3.org/2000/svg" width="20" height="20" viewBox="0 0 24 24" fill="none" stroke="currentColor" stroke-width="2" stroke-linecap="round" stroke-linejoin="round" class="lucide lucide-maximize2 lucide-maximize-2"><polyline points="15 3 21 3 21 9"></polyline><polyline points="9 21 3 21 3 15"></polyline><line x1="21" x2="14" y1="3" y2="10"></line><line x1="3" x2="10" y1="21" y2="14"></line></svg></button></div></div></div></a><figcaption class="image-caption">Some weeks feel heavier than others. This view reminds me that clarity often arrives slowly, quietly, and only after we sit still long enough to notice it. <em>(Apartment of a friend of mine)</em></figcaption></figure></div><h2><strong>What Patience Really Means in ETA</strong></h2><p>Patience is a word that is used constantly in this world, but rarely understood. People say patience is important, but they often mean waiting for the right deal to show up in their inbox. <strong>True patience is different</strong>. It is the willingness to grow at the speed required for genuine competence. It is the willingness to say no when a deal does not fit your values. It is the willingness to let your identity evolve before taking responsibility for a team of real people.</p><p>This week reminded me that patience is not passive. It is active discipline. It is saying to yourself that becoming a thoughtful owner takes time, and that rushing will only produce regret later. It is building a mindset that does not collapse when everything happens at once.</p><h2><strong>Looking Toward 2026 With Intention</strong></h2><p>As I think about the next twelve to eighteen months, I see 2026 as a year of realignment. A year in which personal life, professional life and my search stop pulling in different directions. A year where relocation becomes possible, where stability returns, and where I can dedicate deeper energy to the acquisition path without fragmentation.</p><p>This year, 2025, already feels like a bridge year. A year of refining filters, strengthening community, clarifying strategy and building the foundation on which the next chapter will stand. I want to enter 2026 with a clearer identity as a buyer, a clearer direction for Wakonda Ventures and a deeper sense of what I am actually willing to own. Not theoretically, but in reality.</p><p>My conversations this week made me see that long-term alignment matters far more than short-term velocity. Real ownership requires both internal and external stability, and that is what I am building toward.</p><h2><strong>One Collaboration I Am Still Open To</strong></h2><p>I mentioned previously that I am open to one long-term remote collaboration alongside my own search. A few people reached out and asked for details. This is not a job posting or a formal role. It is a partnership with someone who wants a thinking companion during the early stages of their search or ownership journey. Someone who values depth over noise, reflection over speed and long-term judgement over short-term excitement.</p><p>The work would revolve around thoughtful deal review, identifying red flags and decision points, reading CIMs with an ownership mindset, conducting grounded market understanding and preparing for the governance realities of life after acquisition. The goal is not to be an analyst or an operator, but a partner in clarity.</p><p>If you feel this is relevant to you, <strong>reply to this email or send me a message</strong> via LinkedIn. There is no pressure and no urgency. I will only take on one such collaboration, and it will become clear organically whether the fit is right.</p><p>&#128073;<strong> <a href="https://preview.convertkit-mail2.com/click/dpheh0hzhm/aHR0cHM6Ly93d3cubGlua2VkaW4uY29tL2luL2FsZXhhbmRlci1rZWxtLw==">Let&#8217;s talk!</a></strong>&#8203;</p><h2><strong>Closing Reflection</strong></h2><p>When I look back on this week, what stands out is not exhaustion but a quiet sense of growth. It was a week that demanded resilience. It reminded me that the ETA journey is not a performance but a transformation. That the challenges are not evidence of misalignment but signs of evolution. That the emotional weight does not disqualify you from ownership but prepares you for it.</p><p>If your week looked anything like mine, with too many responsibilities and too little clarity, I hope this letter reminds you that it is normal. Every person who eventually buys a business lived through weeks like this. They just did not write about them.</p><p><em>Hit reply. Share your thoughts.</em> I am happy to read every single one.</p><p>Until next Monday,</p><p>Alexander</p>]]></content:encoded></item><item><title><![CDATA[Three Ideas That Are Shaping My Acquisition Path]]></title><description><![CDATA[Choosing what to build and what to avoid.]]></description><link>https://www.buyoutdiary.com/p/three-ideas-that-are-shaping-my-acquisition</link><guid isPermaLink="false">https://www.buyoutdiary.com/p/three-ideas-that-are-shaping-my-acquisition</guid><dc:creator><![CDATA[Alexander Kelm]]></dc:creator><pubDate>Mon, 08 Dec 2025 07:30:00 GMT</pubDate><enclosure url="https://substackcdn.com/image/fetch/$s_!T2rH!,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F8f2676a6-a587-4d7e-9bd8-1fa7d0a24c77_500x706.jpeg" length="0" type="image/jpeg"/><content:encoded><![CDATA[<p>Hello and welcome back to Buyout Diary.</p><p>In the last newsletter, I pulled the curtain back a little on what the past weeks have looked like from the inside. I wrote about the early days of <strong>ETA Amsterdam</strong>, about the <strong>RSM ETA Conference in Rotterdam</strong>, and about what it feels like to move through this space not just as a student of entrepreneurship through acquisition, but as someone actively building a path into ownership. It was a more personal broadcast than usual, and the replies I received showed me that many of you are quietly standing in a similar place: still in motion in your own careers, still preparing, still learning, but already committed to this idea of buying and stewarding a small business.</p><p>Since then, nothing explosive has happened on the outside. There was no big announcement, no signed deal, no dramatic career pivot. But internally, some things have become clearer. December is a good month for that. The world is still noisy, but there is slightly more space to think. And in that space, three ideas have started to crystallise in a way that I can no longer ignore. They are not brand-new ideas, but they have moved from the background into the foreground. They are shaping how I look at potential acquisitions, which conversations I prioritise, and where I want to position myself in this ecosystem.</p><div class="subscription-widget-wrap-editor" data-attrs="{&quot;url&quot;:&quot;https://www.buyoutdiary.com/subscribe?&quot;,&quot;text&quot;:&quot;Subscribe&quot;,&quot;language&quot;:&quot;en&quot;}" data-component-name="SubscribeWidgetToDOM"><div class="subscription-widget show-subscribe"><div class="preamble"><p class="cta-caption">Thanks for reading Buyout Diary! Subscribe for free to receive new posts and support my work.</p></div><form class="subscription-widget-subscribe"><input type="email" class="email-input" name="email" placeholder="Type your email&#8230;" tabindex="-1"><input type="submit" class="button primary" value="Subscribe"><div class="fake-input-wrapper"><div class="fake-input"></div><div class="fake-button"></div></div></form></div></div><p>Today&#8217;s newsletter is about those three ideas. One comes from the conversations and events of the last weeks, especially Rotterdam. One comes from a book I have on my nightstand. And one comes from a question that keeps returning whenever I think seriously about AI and the future of work. Together, they are quietly defining what kind of owner I want to be and what kind of business I am actually willing to live with for a long time.</p><h2><strong>Where I Really Am Right Now</strong></h2><p>After Rotterdam, a few people asked me how I see my own path now. Am I going to launch a traditional search fund, raise a committed pool of capital, and go all in on that model. Am I looking for a job in private equity or at a HoldCo. Am I going to stay in my current role and just &#8220;think about&#8221; acquisitions on the side for another few years. There is a natural curiosity about which box someone fits into, because it makes it easier to categorise them.</p><p>The honest answer is that I do not fit neatly into any of the standard boxes, and I do not want to. <strong>I have explored the search fund model enough to know that it is not my path</strong>. Not because there is something wrong with it in general, but because it imposes a rhythm and a set of expectations that do not align with my temperament. A pre-funded search fund brings structure, mentorship, and a salary, which is attractive for many. But it also brings an obligation to exit, a layer of investor oversight, and a governance framework where your role as CEO is, at least in theory, replaceable if things do not go as planned. For someone who wants to be the long-term steward of a business, not just the operator for a defined investment period, that can feel like wearing the wrong suit.</p><p>What became clearer to me in the last weeks is that I want to build my path around ownership first and structure second. <strong>I want to own a small number of essential, real-world businesses under Wakonda Ventures, and I want to hold them for a very long time</strong>. I want capital partners who are aligned with that kind of horizon, rather than with a fixed exit date. I want governance that helps us think better, not governance that exists primarily to enforce a fund&#8217;s constraints. This does not mean ignoring discipline or ignoring investors. It means being honest about the kind of tension I can live with for the next decade.</p><p>So when I say I am in a &#8220;quiet&#8221; phase, it does not mean nothing is happening. It means I am making decisions that will be hard to undo later. I am narrowing my focus to certain types of businesses and letting other ideas die, including some that sounded clever but do not fit who I am. I am learning to be comfortable with the fact that this stage does not always produce screenshots and updates. It produces something more subtle: a clearer filter.</p><p>This filter has been influenced not only by what I see around me in the ETA community, but also by what I read when the day is done.</p><h2><strong>What I Am Reading: Jakob Fugger And The Old Roots Of ETA</strong></h2><p>In the evenings, I have been reading <em>The Richest Man Who Ever Lived</em> by Greg Steinmetz, the biography of <strong>Jakob Fugger</strong>. Most people today have never heard of him, but for a time he was arguably the most powerful businessman in Europe. He financed emperors, shaped politics, and controlled some of the most important mining and trading operations in his era. What makes him interesting to me is not the absolute level of his wealth, but the way he thought about business and power.</p><p>Fugger was not a startup founder in the way we use the word now. He did not spend his life dreaming up new products and building teams from zero. <strong>His genius lay in acquiring and controlling assets that already produced cash flow, and then using capital, information, and relationships to expand and defend those positions</strong>. He would finance a mine, secure the rights to the output, and ensure that his family was at the centre of the value chain. He understood that the person who owns the cash-flowing asset has more influence than the person who simply works in or around it.</p><p>What really stands out in Fugger&#8217;s story is his relationship with Maximilian I, the future Holy Roman Emperor. Maximilian was ambitious, charismatic and endlessly short on cash. He wanted influence. He wanted expansion. He wanted the Habsburgs not just to survive history, but to shape it. But wanting power without liquidity is like wanting a business to scale without working capital: <em>the engine doesn&#8217;t turn</em>. So Maximilian turned to Fugger. And Fugger didn&#8217;t just lend him money, he negotiated something far more enduring. In exchange for financing military campaigns and political manoeuvres, Fugger secured monopoly access to the richest silver mines of Tyrol, placing himself at the centre of Europe&#8217;s most vital economic artery. Silver was not just a commodity. It was coinage. It was government. It was leverage.</p><div class="captioned-image-container"><figure><a class="image-link image2 is-viewable-img" target="_blank" href="https://substackcdn.com/image/fetch/$s_!T2rH!,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F8f2676a6-a587-4d7e-9bd8-1fa7d0a24c77_500x706.jpeg" data-component-name="Image2ToDOM"><div class="image2-inset"><picture><source type="image/webp" srcset="https://substackcdn.com/image/fetch/$s_!T2rH!,w_424,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F8f2676a6-a587-4d7e-9bd8-1fa7d0a24c77_500x706.jpeg 424w, https://substackcdn.com/image/fetch/$s_!T2rH!,w_848,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F8f2676a6-a587-4d7e-9bd8-1fa7d0a24c77_500x706.jpeg 848w, https://substackcdn.com/image/fetch/$s_!T2rH!,w_1272,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F8f2676a6-a587-4d7e-9bd8-1fa7d0a24c77_500x706.jpeg 1272w, https://substackcdn.com/image/fetch/$s_!T2rH!,w_1456,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F8f2676a6-a587-4d7e-9bd8-1fa7d0a24c77_500x706.jpeg 1456w" sizes="100vw"><img src="https://substackcdn.com/image/fetch/$s_!T2rH!,w_1456,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F8f2676a6-a587-4d7e-9bd8-1fa7d0a24c77_500x706.jpeg" width="500" height="706" data-attrs="{&quot;src&quot;:&quot;https://substack-post-media.s3.amazonaws.com/public/images/8f2676a6-a587-4d7e-9bd8-1fa7d0a24c77_500x706.jpeg&quot;,&quot;srcNoWatermark&quot;:null,&quot;fullscreen&quot;:null,&quot;imageSize&quot;:null,&quot;height&quot;:706,&quot;width&quot;:500,&quot;resizeWidth&quot;:null,&quot;bytes&quot;:null,&quot;alt&quot;:null,&quot;title&quot;:null,&quot;type&quot;:null,&quot;href&quot;:null,&quot;belowTheFold&quot;:true,&quot;topImage&quot;:false,&quot;internalRedirect&quot;:null,&quot;isProcessing&quot;:false,&quot;align&quot;:null,&quot;offset&quot;:false}" class="sizing-normal" alt="" srcset="https://substackcdn.com/image/fetch/$s_!T2rH!,w_424,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F8f2676a6-a587-4d7e-9bd8-1fa7d0a24c77_500x706.jpeg 424w, https://substackcdn.com/image/fetch/$s_!T2rH!,w_848,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F8f2676a6-a587-4d7e-9bd8-1fa7d0a24c77_500x706.jpeg 848w, https://substackcdn.com/image/fetch/$s_!T2rH!,w_1272,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F8f2676a6-a587-4d7e-9bd8-1fa7d0a24c77_500x706.jpeg 1272w, https://substackcdn.com/image/fetch/$s_!T2rH!,w_1456,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F8f2676a6-a587-4d7e-9bd8-1fa7d0a24c77_500x706.jpeg 1456w" sizes="100vw" loading="lazy"></picture><div class="image-link-expand"><div class="pencraft pc-display-flex pc-gap-8 pc-reset"><button tabindex="0" type="button" class="pencraft pc-reset pencraft icon-container restack-image"><svg role="img" width="20" height="20" viewBox="0 0 20 20" fill="none" stroke-width="1.5" stroke="var(--color-fg-primary)" stroke-linecap="round" stroke-linejoin="round" xmlns="http://www.w3.org/2000/svg"><g><title></title><path d="M2.53001 7.81595C3.49179 4.73911 6.43281 2.5 9.91173 2.5C13.1684 2.5 15.9537 4.46214 17.0852 7.23684L17.6179 8.67647M17.6179 8.67647L18.5002 4.26471M17.6179 8.67647L13.6473 6.91176M17.4995 12.1841C16.5378 15.2609 13.5967 17.5 10.1178 17.5C6.86118 17.5 4.07589 15.5379 2.94432 12.7632L2.41165 11.3235M2.41165 11.3235L1.5293 15.7353M2.41165 11.3235L6.38224 13.0882"></path></g></svg></button><button tabindex="0" type="button" class="pencraft pc-reset pencraft icon-container view-image"><svg xmlns="http://www.w3.org/2000/svg" width="20" height="20" viewBox="0 0 24 24" fill="none" stroke="currentColor" stroke-width="2" stroke-linecap="round" stroke-linejoin="round" class="lucide lucide-maximize2 lucide-maximize-2"><polyline points="15 3 21 3 21 9"></polyline><polyline points="9 21 3 21 3 15"></polyline><line x1="21" x2="14" y1="3" y2="10"></line><line x1="3" x2="10" y1="21" y2="14"></line></svg></button></div></div></div></a><figcaption class="image-caption">Albrecht D&#252;rer, Bildnis Jakob Fugger der Reiche</figcaption></figure></div><p>To me, that is the ETA mindset in its original form. Fugger didn&#8217;t chase growth stories or gamble on unproven markets. <strong>He tied himself to essential economic infrastructure</strong>; the kind of value that does not disappear when trends shift. And he understood the human side of deal-making: <em>who needs whom, who makes decisions under pressure, who can be aligned through incentives, and where long-term control really sits</em>. Every acquirer today faces a similar crossroads. Do you buy something that looks exciting in a pitch and in five years may not exist? Or do you secure the kind of business people will still rely on decades from now, and then invest yourself into its future? Fugger chose the latter. And reading his story reminds me that the difference between noise and power is often just the patience to own what matters longer than others are willing to.</p><p>What strikes me when I read about him is how similar some of his decisions feel to the way a modern HoldCo or ETA entrepreneur might think, even though he lived centuries ago. He paid attention to industries other people underestimated. He cared about who owed him money, and what that meant politically. He understood that if you extend capital to the right counterparties at the right moments, you can quietly shape outcomes far beyond the numbers on a ledger.</p><p>There is a passage in the book that describes how he approached risk. It does not romanticise him; <strong>he made bets that were uncomfortable and sometimes deeply controversial</strong>. But there is a thread that runs through his story: <em>he was willing to tie his fate to assets and relationships he understood, and he was patient enough to let those choices compound. He did not need to be visible to be powerful. He needed to control the things that mattered</em>.</p><p>Reading about Fugger reminds me that the logic behind ETA is not new. The idea of buying what already works, rather than always starting from nothing, is as old as trade itself. The difference today is that we have given it a name, we have wrapped it into a community and a playbook, and we are trying to adapt it to a world where technology can both amplify and destroy value very quickly.</p><p>When I put the book down, I do not think &#8220;I want to be Jakob Fugger&#8221;. That is not the point. I think about what it means to choose ownership over activity. I think about what it means to bind yourself to a small number of businesses and to see them as something more than &#8220;assets&#8221;. And I think about the responsibility that comes with that, especially when the world is changing as quickly as it is now.</p><p>That brings me to the third idea that has been on my mind: the question of which business models actually deserve to be acquired in a world where AI is not going away.</p><h2><strong>Thinking Ahead: Which Business Models Are Still Worth Buying</strong></h2><p>It is very easy, especially in ETA circles, to talk about valuations, multiples, and deal structures as if we are all operating in a steady environment. We look at trailing EBITDA, at recurring revenue, at customer concentration, and all of that is important. But there is a deeper question underneath the spreadsheet that we rarely ask out loud: <strong>is this business model going to matter in ten or fifteen years, or is it already being slowly eroded by technology, even if this year&#8217;s numbers still look healthy</strong>.</p><p>AI forces that question into the open. Not in a dramatic &#8220;robots will take over everything&#8221; way, but in a quieter, more uncomfortable way. If a business exists primarily to perform repeatable tasks that can be automated, then owning that business long term is like buying a building on a piece of land you know the sea is quietly eating away. The erosion is slow, but it is constant. Yes, you can still make money in the short run. Yes, someone will still buy those services for a few more years. But is that really what you want to tie your identity and your capital to.</p><p>When I look at potential acquisition targets now, I find myself asking a simple but unforgiving question: <strong>where does the human still make the real difference here</strong>. If the answer is &#8220;nowhere, really, the value is speed and low cost&#8221;, then I know that AI or some other form of software will eventually do it better. Not tomorrow. But soon enough that owning the business will become a game of defending shrinking margins and cutting costs instead of building something that gets stronger over time.</p><p>There are a few categories that feel particularly fragile to me. Businesses that are essentially packaging and reselling generic digital work, for example, without a clear niche or a deep relationship with the client. Agencies that exist mostly to produce content at volume. Back-office operations where the only promise is &#8220;we do the repetitive thing for you so you do not have to think about it&#8221;. Pure compliance functions that do not move into advice or insight. These are all vulnerable, because their core promise can be replicated and scaled by software that never gets tired.</p><p>On the other hand, there are business models <strong>where technology actually strengthens the underlying value proposition</strong> if it is used intelligently. These are usually the ones where the human is not there to push buttons, but to provide judgement, context and trust. An accountant who simply enters data into a system is at risk. An accountant who acts as a strategic financial partner, who understands the client&#8217;s business, who can interpret what the numbers mean and help navigate decisions, becomes more valuable when technology takes some of the manual work away. The same is true in many service businesses: <em>if your real asset is the relationship, the local presence, the trust you have built, then AI becomes a tool, not a threat</em>.</p><p>So when I think about what I want to acquire and own under Wakonda Ventures, I am increasingly drawn to businesses that sit in this second and third category. Essential services in the real world, where people will still need someone to show up, to decide, to coordinate, to fix, to advise, to translate complexity into something they can act on. Businesses that may not look glamorous on the outside, but are deeply embedded in how other people live and work. Business models where technology can help streamline operations, improve decision-making, and make life easier for staff and customers, but where it cannot replace the core human contribution.</p><p>This is not a neat formula. It is more of a feeling that guides the filter. When I look at a business now, I ask: <em>is this somewhere I would be comfortable living as an owner for ten or twenty years, knowing that the world will change. Would I be proud to be associated with this sector. Does it feel exposed to the wrong kind of disruption. Or could I imagine using technology to make it stronger, calmer, and more robust.</em></p><p>These questions do not produce a perfect answer, but they remove a lot of noise. And that, in itself, is valuable.</p><h2><strong>One Collaboration I Am Opening Myself Up To</strong></h2><p>There is one more piece that has emerged from these reflections, and it is a <strong>bit more personal</strong>.</p><p>Over the last months, through the newsletter, ETA Amsterdam, Rotterdam, and many one-to-one conversations, I have noticed that there is a specific kind of support that many people in this space are looking for. They do not just want more tools or more templates. They are not looking for someone to do their operations for them. What they seem to need most, especially in the early stages of a search and in the first year of ownership, is a <strong>thinking partner</strong>.</p><p>Someone who is close enough to understand their specific situation, but not so entangled that they lose perspective. Someone who can read a CIM and notice the things that are not being said. Someone who has spent the last years immersed in questions of governance, delegation, founder transitions and knowledge transfer, and can bring that lens into real deals. Someone who is calm, honest and not trying to impress anyone.</p><p>Alongside my own search, <strong>I have decided to open myself up to exactly one long-term remote collaboration of that kind</strong>. I imagine it as a steady, thoughtful partnership alongside a searcher, a small HoldCo, an independent sponsor, or an ETA investor who values depth more than noise. <em>It would be around ten to fifteen hours per week, fully remote</em>, and focused on the early decision-making side of the journey rather than on operational firefighting.</p><p>The scope could include things like early deal screening and first-pass analysis, identifying red flags and decision points, reading CIMs with a critical, owner-oriented lens, doing market and sector research to make sure the target sits in a defensible space, and bringing in governance insights from my dissertation work to think about what happens after the deal closes. In other words, the slow, reflective part of ETA that often gets rushed because everyone is eager to &#8220;do&#8221; something.</p><p>This is not meant to replace a junior analyst or an intern. It is not a way to get cheap labour. It is a collaboration with someone who wants a consistent thought partner as they move from interest to ownership, and who understands that reflection is not a luxury, but a protective layer. Compensation will depend on the scope we define together. <strong>It is not a volunteer role, and I want it to feel fair for both sides, especially if it runs over a longer period</strong>.<br>&#8203;<br>If you are reading this and something about this idea speaks to you, or if you know someone who might appreciate working in this way, feel free to reply to this email or send me a short message on LinkedIn. There is no urgency and no pressure. I am opening only one such collaboration, and if the fit is there on both sides, we will know it when we talk.</p><p>&#128073;<strong> <a href="https://preview.convertkit-mail2.com/click/dpheh0hzhm/aHR0cHM6Ly93d3cubGlua2VkaW4uY29tL2luL2FsZXhhbmRlci1rZWxtLw==">Let&#8217;s talk!</a></strong>&#8203;</p><h2><strong>Closing Reflection</strong></h2><p>When I look at these three ideas together, they feel connected. Clarifying how I want to own changes how I see history, and that in turn changes how I look at technology and the future. Reading about Jakob Fugger does not give me a playbook, but it reminds me that ownership has always been a serious role, not a side project. Thinking about AI does not make me anxious, it makes me more selective. And being more selective, in turn, makes me more comfortable with moving slowly, because I know I am not just chasing any deal; I am preparing for the right kind of responsibility.</p><p>If you are somewhere on a similar path, thinking about buying a small business, or already searching, or still sitting with the idea and wondering if you are &#8220;ready&#8221;, I hope this gave you a few things to reflect on. Not as advice from someone who has everything figured out, but as a field note from someone who is in the middle of the same transition.</p><p>Thank you, as always, for reading.</p><p>If something in this letter resonated with you, I would be happy to hear from you.</p><p>Warm regards,<br>&#8203;<strong>Alexander</strong></p>]]></content:encoded></item><item><title><![CDATA[Field Notes From My Acquisition Journey]]></title><description><![CDATA[Where I&#8217;ve Been, What I&#8217;m Learning, And What Comes Next]]></description><link>https://www.buyoutdiary.com/p/field-notes-from-my-acquisition-journey</link><guid isPermaLink="false">https://www.buyoutdiary.com/p/field-notes-from-my-acquisition-journey</guid><dc:creator><![CDATA[Alexander Kelm]]></dc:creator><pubDate>Mon, 01 Dec 2025 07:30:00 GMT</pubDate><enclosure url="https://substackcdn.com/image/fetch/$s_!hnzm!,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F96336e46-2c9d-46b1-891c-0a06a569e23f_2400x3200.jpeg" length="0" type="image/jpeg"/><content:encoded><![CDATA[<p>Hello, and welcome back to <em>Buyout Diary</em>.</p><p>This edition is a little different. It is not part of the six-part pre-acquisition series, and it is not a tightly focused deep dive into one concept. It is more personal and more open, a longer recap of where I&#8217;ve been over the last weeks as an aspiring acquisition entrepreneur, what I&#8217;ve been working on in the background, what I&#8217;ve learned about myself, and how that shapes the next steps for my HoldCo, <strong>Wakonda Ventures</strong>, for <strong>ETA Amsterdam</strong>, and for this newsletter itself.</p><div class="subscription-widget-wrap-editor" data-attrs="{&quot;url&quot;:&quot;https://www.buyoutdiary.com/subscribe?&quot;,&quot;text&quot;:&quot;Subscribe&quot;,&quot;language&quot;:&quot;en&quot;}" data-component-name="SubscribeWidgetToDOM"><div class="subscription-widget show-subscribe"><div class="preamble"><p class="cta-caption">Thanks for reading Buyout Diary! Subscribe for free to receive new posts and support my work.</p></div><form class="subscription-widget-subscribe"><input type="email" class="email-input" name="email" placeholder="Type your email&#8230;" tabindex="-1"><input type="submit" class="button primary" value="Subscribe"><div class="fake-input-wrapper"><div class="fake-input"></div><div class="fake-button"></div></div></form></div></div><p>From now on, I&#8217;ll be sending these broadcasts primarily through <strong>Kit</strong>, because it gives me a bit more space to experiment with structure and depth. I will still repost the essays on Substack, but I won&#8217;t be sending separate email blasts from there. Think of Substack more as an archive of my writing going forward, and Kit as the place where I send the letters in real time.</p><p>Today&#8217;s newsletter is a field report. It covers the last few weeks, the ETA conference in Rotterdam, my first public pitch, why the traditional search fund model is not for me, the emerging picture of the kind of business I want to buy, a new ETA project with Saxion University, the evolution of Buyout Diary and ETA Amsterdam, and some practical notes about meetups, sponsors and next steps.</p><p>It is long on purpose. This is where I connect the dots for myself as much as for you.</p><h2><strong>What The Last Weeks Actually Looked Like</strong></h2><p>If you could have followed me over the last month, you would not just have seen someone sitting behind a laptop writing conceptual pieces.</p><p>You would have seen long Google Meet calls with searchers and investors from the Netherlands, Germany, Greece, Spain and the UK. You would have seen me in conversations with people at very different stages of the ETA journey: some still in corporate roles, some already deep into ownership, some raising capital, some quietly admitting that they are unsure if they even want to run a company day to day. You would also have seen something less glamorous: a period of being ill, having to slow down, cancelling things, and then carefully rebuilding energy and focus.</p><p>Alongside that, there was a steady rhythm of reading, note-taking and thinking about my own path: what kind of business I actually want to acquire, what kind of owner I want to become, and how all of this interacts with the projects I am building around acquisition entrepreneurship like Buyout Diary, ETA Amsterdam, and my work as a mentor and advisor. It has been a mix of external motion and internal consolidation, of being &#8220;out there&#8221; and then processing what all of that really means.</p><p>These weeks did not look impressive from the outside in the way social media likes to present progress. There were no constant announcements, no endless stream of visible achievements. But they felt important. Because the work was less about doing more, and more about deciding which path I am actually willing to walk.</p><h2><strong>What I&#8217;ve Been Doing As An Aspiring Acquisition Entrepreneur</strong></h2><p>When you tell people you are working on acquiring a business, it can sound abstract. It sounds like something that happens on spreadsheets and in quiet negotiations. In reality, a lot of the early work looks like conversations, pattern recognition and personal calibration.</p><p>Over the last weeks, I have deliberately spent more time talking to people who are already ahead of me on this path: searchers who are midway through their journey, HoldCo founders who own multiple businesses, investors who have seen dozens of deals succeed and fail, and operators who run the companies acquirers buy. I asked them not only about structures and numbers, but about what their lives actually feel like. How they make decisions. Where they feel trapped. Where they feel alive.</p><p>These conversations were not always neat. They were full of contradictions and uncertainty. But that is exactly where the learning sits. What struck me is that most people are not stuck because of lack of information; they are stuck because of conflicting priorities, unclear identity, or fear of choosing one path and closing off others. In listening to them, I also heard myself more clearly.</p><p>At the same time, I continued to work on my own positioning. I refined my ideas about sector focus, about the size and type of business that fits my temperament, and about how I want to structure Wakonda Ventures as a HoldCo that can eventually own and govern several companies. And in between, I also had to accept that physical energy is not infinite. Being ill for a period forced me to reassess what is truly essential and what is just performative motion.</p><h2><strong>What I Learned About Myself In The Process</strong></h2><p>All of this has taught me more about myself than any framework could.</p><p>I realised that I have a strong need for <strong>autonomy</strong> and <strong>stewardship</strong>. I do not want to be a hired CEO in someone else&#8217;s structure, fully replaceable and reporting into investors who effectively control the business. I respect that model, but it does not fit who I am. I want to be the owner who sets direction, defines governance, and then brings in strong operators and general managers to run the day-to-day.</p><p>I also realised that my time preference is long. I am not in this for a quick exit or a narrowly defined IRR target. I want to build something I can hold and compound over time through Wakonda Ventures, and I want the freedom to make decisions that are aligned with my philosophy of ownership, not just with short-term optimisation. That means I am willing to move slower at the beginning if it increases the quality and autonomy of what I eventually own.</p><p>And I learned that I get energy from building systems and communities around a topic, not only from doing the thing itself. That is why Buyout Diary, ETA Amsterdam and my upcoming work with Saxion University do not feel like distractions. They feel like the ecosystem around the core: acquiring, owning and stewarding a company.</p><h2><strong>Rotterdam: A Conference That Functioned As A Mirror</strong></h2><p>One of the key events in this period was the ETA conference in Rotterdam.</p><p>It was the sort of gathering where you immediately feel that most people in the room are carrying similar questions, just at different stages and with different intensity. There were searchers, investors, operators, advisors and academics. Although there were panels and structured sessions, I found the conversations that took place between them in the corridor, over coffee and in small groups to be the most valuable.</p><p>What struck me there was the gap between how clean and structured the idea of ETA looks on slides and how messy it feels in people&#8217;s lives. On stage, models are presented, playbooks are explained, case studies are shared. Off stage, people talk about anxiety, about their families, about doubts around leverage and risk, about their own capacity to lead teams in unfamiliar industries. It made me even more convinced that we need to talk about the human side of acquisition entrepreneurship as much as the mechanical side.</p><p>Rotterdam also gave me something else: a clearer mirror of my own preferences. Being surrounded by so many people leaning into the classical search fund model made me realise, almost by contrast, where I stand.</p><div class="captioned-image-container"><figure><a class="image-link image2 is-viewable-img" target="_blank" href="https://substackcdn.com/image/fetch/$s_!hnzm!,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F96336e46-2c9d-46b1-891c-0a06a569e23f_2400x3200.jpeg" data-component-name="Image2ToDOM"><div class="image2-inset"><picture><source type="image/webp" srcset="https://substackcdn.com/image/fetch/$s_!hnzm!,w_424,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F96336e46-2c9d-46b1-891c-0a06a569e23f_2400x3200.jpeg 424w, https://substackcdn.com/image/fetch/$s_!hnzm!,w_848,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F96336e46-2c9d-46b1-891c-0a06a569e23f_2400x3200.jpeg 848w, https://substackcdn.com/image/fetch/$s_!hnzm!,w_1272,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F96336e46-2c9d-46b1-891c-0a06a569e23f_2400x3200.jpeg 1272w, https://substackcdn.com/image/fetch/$s_!hnzm!,w_1456,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F96336e46-2c9d-46b1-891c-0a06a569e23f_2400x3200.jpeg 1456w" sizes="100vw"><img src="https://substackcdn.com/image/fetch/$s_!hnzm!,w_1456,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F96336e46-2c9d-46b1-891c-0a06a569e23f_2400x3200.jpeg" width="1456" height="1941" data-attrs="{&quot;src&quot;:&quot;https://substack-post-media.s3.amazonaws.com/public/images/96336e46-2c9d-46b1-891c-0a06a569e23f_2400x3200.jpeg&quot;,&quot;srcNoWatermark&quot;:null,&quot;fullscreen&quot;:null,&quot;imageSize&quot;:null,&quot;height&quot;:1941,&quot;width&quot;:1456,&quot;resizeWidth&quot;:null,&quot;bytes&quot;:null,&quot;alt&quot;:null,&quot;title&quot;:null,&quot;type&quot;:null,&quot;href&quot;:null,&quot;belowTheFold&quot;:true,&quot;topImage&quot;:false,&quot;internalRedirect&quot;:null,&quot;isProcessing&quot;:false,&quot;align&quot;:null,&quot;offset&quot;:false}" class="sizing-normal" alt="" srcset="https://substackcdn.com/image/fetch/$s_!hnzm!,w_424,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F96336e46-2c9d-46b1-891c-0a06a569e23f_2400x3200.jpeg 424w, https://substackcdn.com/image/fetch/$s_!hnzm!,w_848,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F96336e46-2c9d-46b1-891c-0a06a569e23f_2400x3200.jpeg 848w, https://substackcdn.com/image/fetch/$s_!hnzm!,w_1272,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F96336e46-2c9d-46b1-891c-0a06a569e23f_2400x3200.jpeg 1272w, https://substackcdn.com/image/fetch/$s_!hnzm!,w_1456,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F96336e46-2c9d-46b1-891c-0a06a569e23f_2400x3200.jpeg 1456w" sizes="100vw" loading="lazy"></picture><div class="image-link-expand"><div class="pencraft pc-display-flex pc-gap-8 pc-reset"><button tabindex="0" type="button" class="pencraft pc-reset pencraft icon-container restack-image"><svg role="img" width="20" height="20" viewBox="0 0 20 20" fill="none" stroke-width="1.5" stroke="var(--color-fg-primary)" stroke-linecap="round" stroke-linejoin="round" xmlns="http://www.w3.org/2000/svg"><g><title></title><path d="M2.53001 7.81595C3.49179 4.73911 6.43281 2.5 9.91173 2.5C13.1684 2.5 15.9537 4.46214 17.0852 7.23684L17.6179 8.67647M17.6179 8.67647L18.5002 4.26471M17.6179 8.67647L13.6473 6.91176M17.4995 12.1841C16.5378 15.2609 13.5967 17.5 10.1178 17.5C6.86118 17.5 4.07589 15.5379 2.94432 12.7632L2.41165 11.3235M2.41165 11.3235L1.5293 15.7353M2.41165 11.3235L6.38224 13.0882"></path></g></svg></button><button tabindex="0" type="button" class="pencraft pc-reset pencraft icon-container view-image"><svg xmlns="http://www.w3.org/2000/svg" width="20" height="20" viewBox="0 0 24 24" fill="none" stroke="currentColor" stroke-width="2" stroke-linecap="round" stroke-linejoin="round" class="lucide lucide-maximize2 lucide-maximize-2"><polyline points="15 3 21 3 21 9"></polyline><polyline points="9 21 3 21 3 15"></polyline><line x1="21" x2="14" y1="3" y2="10"></line><line x1="3" x2="10" y1="21" y2="14"></line></svg></button></div></div></div></a><figcaption class="image-caption">Searcher Pitch Session at RSM ETA Conference in Rotterdam, Netherlands</figcaption></figure></div><p><strong>&#128073; <a href="https://click.convertkit-mail2.com/wvued3mwnxtghkgzmv4f7hnqg79xxbmg2rg5w2nzm9oe59o4vk86o5x38l7d2po9v8km0xlz4gerzk3kgpvz73w8xk3l6867rrv6e6g2o7vq2zwnq8vldw8gp63f49mv4/n2hohquvrvovelb0/aHR0cHM6Ly93d3cubGlua2VkaW4uY29tL3Bvc3RzL2FjdGl2aXR5LTczOTc1MjE4Mjg0NTU0MjQwMDAteDRVMz9yY209QUNvQUFBWndEazRCNTZybGw4aURZek8wVXI2Smp1Qnp4UWJsYmljJnV0bV9tZWRpdW09bWVtYmVyX2lvcyZ1dG1fc291cmNlPXNoYXJl">Click to read my LinkedIn post</a></strong>&#8203;</p><h2><strong>Why The Traditional Search Fund Model Is Not For Me</strong></h2><p>The conference helped me articulate something that had been in the background for a while: <strong>the traditional search fund model is not my path</strong>.</p><p>It is not that there is anything inherently wrong with it. It has created real successes and given many people a structured way into ownership. But when I look at my own temperament and philosophy of ownership, there are a few points of friction that I cannot ignore.</p><p>In the classical search fund model, you raise capital from investors before you even have a business. You search on their mandate. They pay you a salary during the search, and in return they receive control rights, preferred economics, and the ability, at least in principle, to replace you as CEO if things do not go the way they hope. Your ownership vests over time, and your position in your own company is, structurally, conditional.</p><p>For some people, that is exactly what they want: structure, mentorship, de-risked income, and a clear expectation framework. For me, it is the opposite of what I want. I don&#8217;t want my role as CEO to be something that can be quietly re-evaluated by a board according to a template. I want to be the principal and then invite partners and advisors into <em>my</em> structure, not the other way around.</p><p>I also know that I am more drawn to building a small, patient HoldCo where capital supports a long-term vision rather than dictates it. That means I prefer raising equity or forming partnerships deal-by-deal, with clear agreements, instead of entering a predefined governance structure designed for a generic searcher. Rotterdam made that clear enough that I could finally say it to myself without hesitation.</p><h2><strong>My First Public Pitch And The Business I Want To Buy</strong></h2><p>Rotterdam was also the place where I gave my first real <strong>public pitch</strong>.</p><p>Part of it was about ETA Amsterdam, which I&#8217;ll come to later. But part of it was about something more specific: the type of business I want Wakonda Ventures to acquire first.</p><p>That moment, standing there and putting my direction into words in front of people who understand the space, made everything feel more concrete. It is one thing to have ideas in your notebook; it is another to expose them to the room and see how they resonate.</p><p>My focus has now crystallised on acquiring a <strong>small accounting firm in the Netherlands</strong>, ideally with around ten to twenty employees. Not a giant corporate practice, and not a purely one-person bookkeeping office, but something in between: a firm that is big enough to have a team and client base, and small enough to be personal, human and transformable.</p><p>My long-term vision is not to run it as a traditional accounting shop, but to slowly build it into a <strong>CFO-as-a-Service platform</strong> for small and medium businesses. A place where clients don&#8217;t just get compliance and bookkeeping, but also financial insight, guidance, and eventually, broader support around cash flow, planning and decision-making.</p><p>This is still a direction, not a signed LOI. But saying it out loud, in public, helped move it from &#8220;idea&#8221; into &#8220;path&#8221;.</p><h2><strong>A New ETA Project With Saxion University</strong></h2><p>Parallel to all of this, another project has been taking shape.</p><p>From <strong>January to April</strong>, I will be working with the <strong>Saxion University of Applied Sciences</strong> in Deventer, contributing to their Master programme with a project on <strong>Entrepreneurship Through Acquisition</strong>. The idea is to bring ETA into an applied academic context: to introduce Master&#8217;s students to the concept of buying a business as an entrepreneurial path, to discuss models and governance, and to connect theory with what is happening in the SME market.</p><p>This is important to me for two reasons. First, it forces me to articulate my understanding of ETA clearly enough that it can be taught, challenged and refined. Second, it lets me give something back into the educational context where I came from myself, but with the benefit of practical research and current conversations.</p><p>It is another example of how my journey is not only about buying a business, but also about building an ecosystem of knowledge and practice around the idea of acquisition entrepreneurship.</p><h2><strong>What The Six-Part Series Did For Me</strong></h2><p>The six-part pre-acquisition series I wrote recently is only one part of this broader picture, but it still played a role in shaping my thinking.</p><p>Writing about investment theses, deal sourcing, capital and financing, negotiation, due diligence and closing forced me to sit still and think in a structured way at a time when a lot was happening externally. It made me articulate things that I believed intuitively but had never written down. In that sense, the series was as much for me as it was for anyone reading.</p><p>What I realised through writing is that ETA is less about &#8220;learning a playbook&#8221; and more about deciding what kind of owner you are willing to become. The mechanics are important, but they are downstream of identity, temperament and values. That realisation has informed how I think about my own HoldCo and the way I want to raise capital and choose partners.</p><p>If you want to revisit the last two parts of the series:</p><p><strong>&#128073; <a href="https://click.convertkit-mail2.com/wvued3mwnxtghkgzmv4f7hnqg79xxbmg2rg5w2nzm9oe59o4vk86o5x38l7d2po9v8km0xlz4gerzk3kgpvz73w8xk3l6867rrv6e6g2o7vq2zwnq8vldw8gp63f49mv4/vqh3hmuogokom4hw/aHR0cHM6Ly93d3cuYnV5b3V0ZGlhcnkuY29tL3AvZHVlLWRpbGlnZW5jZS1iZXlvbmQtdGhlLXNwcmVhZHNoZWV0P3I9Nm1ibTRu">Part 5 &#8211; Due Diligence Beyond the Spreadsheet</a></strong>&#8203;</p><p><strong>&#128073; <a href="https://click.convertkit-mail2.com/wvued3mwnxtghkgzmv4f7hnqg79xxbmg2rg5w2nzm9oe59o4vk86o5x38l7d2po9v8km0xlz4gerzk3kgpvz73w8xk3l6867rrv6e6g2o7vq2zwnq8vldw8gp63f49mv4/e0hph0u747n7mku7/aHR0cHM6Ly93d3cuYnV5b3V0ZGlhcnkuY29tL3AvY2xvc2luZy10aGUtZGVhbC1hbmQtZW50ZXJpbmctb3duZXJzaGlwP3I9Nm1ibTRu">Part 6 &#8211; Closing the Deal and Entering Ownership</a></strong>&#8203;</p><p>They reflect many of the themes I&#8217;ve been living through recently.</p><h2><strong>Where Buyout Diary Is Heading</strong></h2><p>Buyout Diary started as a simple idea: to document my journey into acquisition entrepreneurship in a more thoughtful way than a Twitter thread or a LinkedIn post ever could. Over time, it has become more than that. It has turned into my thinking space, a place where I process interviews, research and experiences, and occasionally package them into something that might be useful to others on a similar path.</p><p>Going forward, I still see Buyout Diary primarily as a <strong>long-form reflection hub</strong>, not a content machine. That is partly why I am shifting the sending mechanism to Kit, while keeping Substack as an archive. I want the freedom to write pieces that are perhaps too long for the current content culture but honest to where I am intellectually and emotionally.</p><p>I&#8217;d rather publish fewer, denser, more considered pieces than chase frequency for its own sake.</p><h2><strong>Why I&#8217;m Building ETA Amsterdam</strong></h2><p>Alongside writing and research, there is another pillar: <strong>ETA Amsterdam</strong>.</p><p>ETA Amsterdam exists because I could not find the kind of room I wanted to be in. There are conferences, formal events and networking spaces, but I wanted something more intimate and consistent: a community where acquisition entrepreneurs, investors, advisors and operators in this region can meet regularly, exchange openly, and slowly build relationships that matter.</p><p>The group has grown faster than I expected. We are now over 130 people in the wider circle, with around thirty who regularly attend in-person sessions. The conversations have started to shift from &#8220;What is ETA?&#8221; to &#8220;How are you structuring your deals?&#8221; and &#8220;What are you seeing in your sector?&#8221;, which is exactly the kind of evolution I hoped for.</p><p>My aim is not to make ETA Amsterdam huge. It is to keep it <strong>serious, warm and useful</strong>. A place where people feel they can say, &#8220;I don&#8217;t know,&#8221; just as easily as &#8220;Here is what I&#8217;ve learned.&#8221;</p><div class="captioned-image-container"><figure><a class="image-link image2 is-viewable-img" target="_blank" href="https://substackcdn.com/image/fetch/$s_!yy-4!,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F135db382-d9f2-406c-a43c-edd06bd3a803_2400x3187.jpeg" data-component-name="Image2ToDOM"><div class="image2-inset"><picture><source type="image/webp" srcset="https://substackcdn.com/image/fetch/$s_!yy-4!,w_424,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F135db382-d9f2-406c-a43c-edd06bd3a803_2400x3187.jpeg 424w, https://substackcdn.com/image/fetch/$s_!yy-4!,w_848,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F135db382-d9f2-406c-a43c-edd06bd3a803_2400x3187.jpeg 848w, https://substackcdn.com/image/fetch/$s_!yy-4!,w_1272,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F135db382-d9f2-406c-a43c-edd06bd3a803_2400x3187.jpeg 1272w, https://substackcdn.com/image/fetch/$s_!yy-4!,w_1456,c_limit,f_webp,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F135db382-d9f2-406c-a43c-edd06bd3a803_2400x3187.jpeg 1456w" sizes="100vw"><img src="https://substackcdn.com/image/fetch/$s_!yy-4!,w_1456,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F135db382-d9f2-406c-a43c-edd06bd3a803_2400x3187.jpeg" width="1456" height="1933" data-attrs="{&quot;src&quot;:&quot;https://substack-post-media.s3.amazonaws.com/public/images/135db382-d9f2-406c-a43c-edd06bd3a803_2400x3187.jpeg&quot;,&quot;srcNoWatermark&quot;:null,&quot;fullscreen&quot;:null,&quot;imageSize&quot;:null,&quot;height&quot;:1933,&quot;width&quot;:1456,&quot;resizeWidth&quot;:null,&quot;bytes&quot;:null,&quot;alt&quot;:null,&quot;title&quot;:null,&quot;type&quot;:null,&quot;href&quot;:null,&quot;belowTheFold&quot;:true,&quot;topImage&quot;:false,&quot;internalRedirect&quot;:null,&quot;isProcessing&quot;:false,&quot;align&quot;:null,&quot;offset&quot;:false}" class="sizing-normal" alt="" srcset="https://substackcdn.com/image/fetch/$s_!yy-4!,w_424,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F135db382-d9f2-406c-a43c-edd06bd3a803_2400x3187.jpeg 424w, https://substackcdn.com/image/fetch/$s_!yy-4!,w_848,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F135db382-d9f2-406c-a43c-edd06bd3a803_2400x3187.jpeg 848w, https://substackcdn.com/image/fetch/$s_!yy-4!,w_1272,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F135db382-d9f2-406c-a43c-edd06bd3a803_2400x3187.jpeg 1272w, https://substackcdn.com/image/fetch/$s_!yy-4!,w_1456,c_limit,f_auto,q_auto:good,fl_progressive:steep/https%3A%2F%2Fsubstack-post-media.s3.amazonaws.com%2Fpublic%2Fimages%2F135db382-d9f2-406c-a43c-edd06bd3a803_2400x3187.jpeg 1456w" sizes="100vw" loading="lazy"></picture><div class="image-link-expand"><div class="pencraft pc-display-flex pc-gap-8 pc-reset"><button tabindex="0" type="button" class="pencraft pc-reset pencraft icon-container restack-image"><svg role="img" width="20" height="20" viewBox="0 0 20 20" fill="none" stroke-width="1.5" stroke="var(--color-fg-primary)" stroke-linecap="round" stroke-linejoin="round" xmlns="http://www.w3.org/2000/svg"><g><title></title><path d="M2.53001 7.81595C3.49179 4.73911 6.43281 2.5 9.91173 2.5C13.1684 2.5 15.9537 4.46214 17.0852 7.23684L17.6179 8.67647M17.6179 8.67647L18.5002 4.26471M17.6179 8.67647L13.6473 6.91176M17.4995 12.1841C16.5378 15.2609 13.5967 17.5 10.1178 17.5C6.86118 17.5 4.07589 15.5379 2.94432 12.7632L2.41165 11.3235M2.41165 11.3235L1.5293 15.7353M2.41165 11.3235L6.38224 13.0882"></path></g></svg></button><button tabindex="0" type="button" class="pencraft pc-reset pencraft icon-container view-image"><svg xmlns="http://www.w3.org/2000/svg" width="20" height="20" viewBox="0 0 24 24" fill="none" stroke="currentColor" stroke-width="2" stroke-linecap="round" stroke-linejoin="round" class="lucide lucide-maximize2 lucide-maximize-2"><polyline points="15 3 21 3 21 9"></polyline><polyline points="9 21 3 21 3 15"></polyline><line x1="21" x2="14" y1="3" y2="10"></line><line x1="3" x2="10" y1="21" y2="14"></line></svg></button></div></div></div></a><figcaption class="image-caption">ETA Amsterdam</figcaption></figure></div><h2><strong>Founding Partners, Sponsors And Spaces</strong></h2><p>As the community grows, the practical side becomes more real.</p><p>I am now actively looking for a small group of <strong>founding partners and sponsors</strong> who want to help shape ETA Amsterdam in its early phase. Not just by contributing money, but also by helping with infrastructure: <em>offering meeting spaces or offices in Amsterdam</em> where we can host sessions, providing support for organisation, or opening networks that are aligned with the idea of building a serious acquisition entrepreneurship ecosystem in this part of Europe.</p><p>I am not looking for logo collections. I am looking for partners who understand that what we are building here is long-term and relationship-driven.</p><p>If you are reading this and feel that you or your organisation might be a good fit as a founding partner or sponsor, the easiest way is simply to reach out directly. <em>Reply to this email or send me a message on LinkedIn</em>, and we can have a conversation about what this could look like on both sides.</p><p><strong>&#128073; <a href="https://click.convertkit-mail2.com/wvued3mwnxtghkgzmv4f7hnqg79xxbmg2rg5w2nzm9oe59o4vk86o5x38l7d2po9v8km0xlz4gerzk3kgpvz73w8xk3l6867rrv6e6g2o7vq2zwnq8vldw8gp63f49mv4/25h2h9u3d3o3lwt8/aHR0cHM6Ly93d3cubGlua2VkaW4uY29tL2luL2FsZXhhbmRlci1rZWxt">Let&#8217;s talk!</a></strong>&#8203;</p><h2><strong>A Practical Note On Meetup Contributions</strong></h2><p>With growth comes cost.</p><p>From <strong>January onwards</strong>, I will most likely introduce a <strong>&#8364;20 contribution per person</strong> for the ETA Amsterdam meetups. This is not about turning the community into a business. It is about covering very real costs: venue rental, equipment where necessary, organisational time, and making sure that the quality of the experience stays high as we move into more professional spaces.</p><p>Depending on the venue, it might sometimes be possible to include a first drink or some form of extra, but I do not want to promise something I cannot consistently control. What I can promise is that I will keep focusing on making these sessions worth your time, in terms of atmosphere, conversations and connections.</p><p>A contribution also has another effect: it creates a small but meaningful level of commitment. People who pay something, even a modest amount, tend to show up more intentionally. And I would prefer a room of twenty engaged people to fifty who are half-present.</p><p><em>&#128073; Updates and upcoming meetups</em> &#8594; <strong><a href="https://click.convertkit-mail2.com/wvued3mwnxtghkgzmv4f7hnqg79xxbmg2rg5w2nzm9oe59o4vk86o5x38l7d2po9v8km0xlz4gerzk3kgpvz73w8xk3l6867rrv6e6g2o7vq2zwnq8vldw8gp63f49mv4/48hvh7umgm2mw3iq/aHR0cHM6Ly9hbGV4LmJ1eW91dGRpYXJ5LmNvbS9hbXN0ZXJkYW0=">Join here</a></strong>&#8203;</p><h2><strong>Where I Am Now And What Comes Next</strong></h2><p>Standing here now, I feel in a transitional space.</p><p>Some elements are much clearer than they were a few months ago: the type of business I want to acquire, the structure I want for my HoldCo, the models that fit me and the ones that do not, and the role I want Buyout Diary and ETA Amsterdam to play in this ecosystem. Other elements are still forming: the exact path to my first acquisition, the pace of capital raising, the timing of major decisions.</p><p>My focus for the coming months is relatively simple to state, even if it is complex to execute:</p><ul><li><p>Continue building <strong>Buyout Diary</strong> as a place for deep reflection on ETA and ownership.</p></li><li><p>Grow <strong>ETA Amsterdam</strong> as a serious, sustainable community for acquisition entrepreneurs and partners in this region.</p></li><li><p>Sharpen and advance my own <strong>acquisition path in the accounting sector</strong>, including relationships with potential sellers, advisors and investors.</p></li><li><p>And from January to April, contribute to the <strong>Saxion University ETA project</strong>, which will further refine and test my thinking.</p></li></ul><p>I am deliberately not rushing beyond that. The temptation in this space is always to announce more than you have actually grounded. I would rather move slower and in alignment than fast in ten directions.</p><h2><strong>Closing Reflection</strong></h2><p>These last weeks reminded me that there is a quiet but important difference between talking about change and actually living inside it.</p><p>Talking about change is clean. You can structure it, present it, package it in frameworks. Living inside it is messier. It involves doubt, recalibration, unexpected turns, and the humility to admit when a model or path does not fit you, even if it looks appealing on paper.</p><p>I am sharing all of this here not because it is perfectly polished, but because I believe that transparency about the in-between phases is as valuable as polished case studies about the end result. If you are somewhere on this journey yourself, and thinking about buying a business, already searching, or moving into ownership. I hope some of these reflections give you a sense of companionship, or at least a few useful questions to ask yourself.</p><p>Thank you for reading, and for walking alongside this process in whatever way you do.</p><p>Warm regards,<br>&#8203;<strong>Alexander</strong></p><div class="subscription-widget-wrap-editor" data-attrs="{&quot;url&quot;:&quot;https://www.buyoutdiary.com/subscribe?&quot;,&quot;text&quot;:&quot;Subscribe&quot;,&quot;language&quot;:&quot;en&quot;}" data-component-name="SubscribeWidgetToDOM"><div class="subscription-widget show-subscribe"><div class="preamble"><p class="cta-caption">Thanks for reading Buyout Diary! Subscribe for free to receive new posts and support my work.</p></div><form class="subscription-widget-subscribe"><input type="email" class="email-input" name="email" placeholder="Type your email&#8230;" tabindex="-1"><input type="submit" class="button primary" value="Subscribe"><div class="fake-input-wrapper"><div class="fake-input"></div><div class="fake-button"></div></div></form></div></div>]]></content:encoded></item><item><title><![CDATA[Closing The Deal And Entering Ownership]]></title><description><![CDATA[Where Momentum Ends And Responsibility Begins]]></description><link>https://www.buyoutdiary.com/p/closing-the-deal-and-entering-ownership</link><guid isPermaLink="false">https://www.buyoutdiary.com/p/closing-the-deal-and-entering-ownership</guid><dc:creator><![CDATA[Alexander Kelm]]></dc:creator><pubDate>Sun, 23 Nov 2025 07:30:00 GMT</pubDate><enclosure url="https://substack-post-media.s3.amazonaws.com/public/images/549b65fe-1ddf-46da-96e0-aa5f3fc0bb33_1536x1024.png" length="0" type="image/jpeg"/><content:encoded><![CDATA[<p>There is a strange quiet that arrives after closing, not because things stop happening, but because the noise that carried you through the deal finally fades.</p><p>For months, everything has moved at a certain rhythm. Calls, deadlines, documents, negotiations, revisions, pressure. Your days have been shaped by urgency and momentum. And then, suddenly, it is done. The signatures are signed. The transfer is completed. The emails become shorter. The intensity drops.</p><div class="subscription-widget-wrap-editor" data-attrs="{&quot;url&quot;:&quot;https://www.buyoutdiary.com/subscribe?&quot;,&quot;text&quot;:&quot;Subscribe&quot;,&quot;language&quot;:&quot;en&quot;}" data-component-name="SubscribeWidgetToDOM"><div class="subscription-widget show-subscribe"><div class="preamble"><p class="cta-caption">Thanks for reading Buyout Diary! Subscribe for free to receive new posts and support my work.</p></div><form class="subscription-widget-subscribe"><input type="email" class="email-input" name="email" placeholder="Type your email&#8230;" tabindex="-1"><input type="submit" class="button primary" value="Subscribe"><div class="fake-input-wrapper"><div class="fake-input"></div><div class="fake-button"></div></div></form></div></div><p>What remains is not celebration.<br>What remains is <strong>responsibility</strong>.</p><p>Most people imagine closing as a climax, a victorious endpoint where effort resolves into pride and relief. But for many acquisition entrepreneurs, the emotional reality is far more nuanced. There may be relief, but it often sits alongside stillness, even emptiness. A sense that something has ended, yet something far heavier has also begun.</p><p>Closing does not feel like arrival.<br>It feels like <em>exposure</em>.</p><p>Not because something went wrong, but because the momentum that once protected you from the full weight of ownership is gone, and what remains is now entirely yours.</p><h3>The Emotional State Of The Final Stretch</h3><p>The final weeks before closing are often the most psychologically dangerous, not because the stakes increase, but because your energy quietly decreases.</p><p>By the time you reach this stage, you have lived inside uncertainty for months. You have carried conversations with lawyers, investors, and sellers. You have made hundreds of decisions. And as that cognitive pressure accumulates, it does not disappear. It shifts form.</p><p>Judgement does not fail spectacularly.<br>It becomes more tolerant. More permissive.</p><p>You start tolerating things you would have challenged. You ask fewer difficult questions. You crave closure more than clarity.</p><p>This stage is often a blend of <strong>decision fatigue</strong>, <strong>fear of walking away</strong>, <strong>anticipatory relief</strong>, and <em>identity uncertainty</em>. And this combination is where many acquirers make subtle but costly mistakes. Not because they lack intelligence, but because they are tired of carrying unresolved tension.</p><p>And yet, this is exactly the moment where discipline matters most.</p><p><strong>Fatigue is not a signal to accelerate.<br>It is a signal to become more deliberate.</strong></p><h3>The Moment Of Closing</h3><p>The moment itself is rarely dramatic.</p><p>There is no cinematic shift, no emotional explosion, no grand victory feeling. There is only a signature, a confirmation, a transfer.</p><p>But the transformation is not legal.<br>It is psychological.</p><p>Until this point, risk was shared. With sellers. With advisors. With capital partners. After closing, risk becomes personal. Not because others disappear, but because responsibility now has a single centre: you.</p><p>This is why many people experience a strange anticlimax. Their mind does not celebrate. It prepares. It understands, on a deeper level, that <strong>what just happened is not a reward, but a transfer of exposure</strong>.</p><p><strong>Closing is not the end of the deal.<br>It is the beginning of your exposure.</strong></p><h3>From Negotiator To Owner</h3><p>The day after closing brings a silent shift in your role.</p><p>The conversations change. You are no longer persuading or aligning. You are now present inside the reality you negotiated for. The seller gradually becomes a figure of the past. Advisors, who once surrounded every decision, slowly step back.</p><p>And for the first time, you realise that many of the voices that guided you through the deal are now gone.</p><p>What remains is the organisation and <em>you</em>.</p><p>This is where many first-time owners experience a form of quiet loneliness. Not isolation from people, but isolation in <strong>final responsibility</strong>. There is no one left above you in the decision chain. Only inward judgement and outward consequence.</p><h3>How The Organisation Interprets Your Arrival</h3><p>When you enter the business as the new owner, you are not seen simply as a person. You are seen as a <em>symbol</em>.</p><p>A symbol of change.<br>A symbol of risk.<br>A symbol of potential.</p><p>Long before you act, people interpret. They project meaning. They fill silence with assumptions.</p><p>In the early weeks, you will often encounter:</p><ul><li><p><strong>Relief</strong>, because uncertainty has ended</p></li><li><p><strong>Anxiety</strong>, because the future is unclear</p></li><li><p><strong>Loyalty testing</strong>, from those assessing how you lead</p></li><li><p><strong>Silent observation</strong>, from those waiting before they position themselves</p></li></ul><p>In this phase, your presence matters more than your plans.</p><p>You are not there to transform yet.<br>You are there to <strong>stabilise meaning</strong>.</p><h3>The Danger Of Moving Too Fast</h3><p>After months of preparation and tension, many acquirers feel an urge to finally <em>act</em>.</p><ul><li><p>To implement.</p></li><li><p>To change.</p></li><li><p>To rationalise.</p></li><li><p>To prove competence.</p></li></ul><p>This is understandable. But it is often reactive rather than strategic.</p><p>Speed creates the feeling of control.<br>Action gives emotional relief.<br>But change, when it precedes understanding, can quietly destroy what you haven&#8217;t yet mapped.</p><ul><li><p>You may disrupt relationships you didn&#8217;t know sustained the company.</p></li><li><p>You may collapse informal systems you didn&#8217;t know existed.</p></li><li><p>You may damage a trust balance you haven&#8217;t yet earned.</p></li></ul><p>This is why one of the most counter-intuitive truths of early ownership is:</p><p><em>Sometimes the most strategic move after closing is controlled inaction.</em></p><p>Not passivity.<br>But <strong>intentional restraint</strong>.</p><p>Because speed without understanding does not create progress.<br>It creates fragility.</p><h3>The Danger Of Moving Too Slow</h3><p>On the other side lies another risk: paralysis.</p><p>Some acquirers, fearful of damaging something delicate, withdraw into endless observation. They delay decisions. They hide behind analysis.</p><p>But organisations need orientation. People don&#8217;t need change immediately, but they do need to feel that leadership has arrived.</p><p>There is a difference between <strong>patience</strong> and <em>avoidance</em>.</p><p>Patience creates grounding.<br>Avoidance creates drift.</p><p>In the early phase of ownership, you may not change much yet, but you must still communicate clarity, presence, and intent. Silence does not feel like stability. It feels like absence.</p><h3>The First 30 To 90 Days</h3><p>The early months of ownership are not about control. They are about <strong>positioning</strong>.</p><p>Not redesigning the business, but understanding its emotional and operational geography.</p><p>Your real priorities during this phase are to:</p><ul><li><p>Understand informal power structures</p></li><li><p>Build relationships with key people</p></li><li><p>Establish clear communication rhythms</p></li><li><p>Gain visibility over cashflow and decision processes</p></li><li><p>Create trust through consistency rather than authority</p></li></ul><p>These are not technical actions.<br>They are relational and psychological ones.</p><p><strong>Presence before process.<br>Understanding before restructuring.</strong></p><h3>Entering The Post-Acquisition Phase</h3><p>For many, the acquisition story ends at closing.</p><p>In reality, that is where the most complex part begins.</p><p>Post-acquisition governance, delegation, principal&#8211;agent challenges, leadership transitions and cultural integration are where long-term outcomes are decided.</p><p>Over the past years, I have spent a significant amount of time researching this phase, not only through practice but also academically and through in-depth conversations with acquisition entrepreneurs, HoldCo founders and operators. What strikes me is how consistent the patterns are.</p><p>Most acquirers prepare deeply for the deal.<br>Very few prepare for what follows.</p><p>If you are entering your post-acquisition phase and feel that it would help to have someone think alongside you, you are welcome to reach out. Simply reply to this email or message me on LinkedIn. We can speak openly about your situation and how I might support you in an <em>advisory</em> capacity. No hard sell. Just a conversation.</p><p>Because this phase, more than any other, defines what ownership will actually feel like.</p><h3>The Identity Shift From Searcher To Steward</h3><p>One of the least discussed aspects of closing is the identity vacuum it creates.</p><p>For months or even years, your identity was tied to <em>searching</em>, analysing, evaluating, pursuing. That energy disappears almost overnight.</p><p>No more hunt.<br>No more pipeline.<br>Just reality.</p><p>What remains is stewardship.</p><p>Searching is powered by adrenaline.<br>Stewardship is powered by endurance.</p><p>One defines you through pursuit.<br>The other defines you through responsibility.</p><p>This shift can feel disorienting at first. But it is also where depth begins. You are no longer defined by what you are chasing, but by what you are willing to carry.</p><h3>The Quiet Loneliness Of Ownership</h3><p>Real ownership carries a subtle solitude.</p><p>Not because you are alone, but because responsibility becomes quiet. No one else carries it fully. No one else absorbs the final weight.</p><p>You may have investors, partners, and advisors. But ultimately, decisions rest with you.</p><p><strong>Ownership is not control.<br>It is consequence.</strong></p><p>And learning to live with that quietly is part of the role, not a flaw within it.</p><h3>Ownership Is Not An Event, It Is A Condition</h3><p>Closing is often treated like a milestone.</p><p>In reality, it is a doorway.</p><p>Not into celebration.<br>But into continuity.</p><p>Ownership is not a moment.<br>It is a condition you choose to live within.</p><p>A daily relationship with decisions, consequences, people, and time.</p><p>The world sees a transaction.<br>What actually begins is stewardship.</p><h3>Final Reflections</h3><p>Closing a deal changes how you look at business. But if you go through it consciously, it also changes how you look at yourself.</p><p>It teaches you the difference between <strong>momentum and meaning</strong>, between <em>winning and carrying</em>, between acquisition and stewardship.</p><p>If this broadcast helped you reflect differently on that transition, then it has done what it was meant to do.</p><p>Thank you for reading.</p><p><em>If these reflections resonated, feel free to share them with someone who is currently approaching their own closing or stepping into ownership.</em></p><p>Warm regards,<br><strong>Alexander</strong></p><div class="subscription-widget-wrap-editor" data-attrs="{&quot;url&quot;:&quot;https://www.buyoutdiary.com/subscribe?&quot;,&quot;text&quot;:&quot;Subscribe&quot;,&quot;language&quot;:&quot;en&quot;}" data-component-name="SubscribeWidgetToDOM"><div class="subscription-widget show-subscribe"><div class="preamble"><p class="cta-caption">Thanks for reading Buyout Diary! 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