Deal Structure & Investor Terms in Europe?

September 11, 2025

by a searcher from IESE Business School in Madrid, España

Curious to hear from fellow self-funded searchers in Europe: Once you have a signed LOI and are raising capital for a specific deal, what are the typical terms you offer investors? Specifically: -Do you offer a step-up for early capital (e.g., covering due diligence or legal costs)? -What’s the standard equity split or promote structure for a self-funded searcher? -How are you handling tranches? Would be great to hear how others have structured this in recent deals across the region. Thanks in advance!

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Reply by a searcher
from Universitat Internacional de Catalunya in Province of Lucca, Italy

I guess there's no specific answer to your questions -- it really depends! Happy to connect via dm for my 2 cents on the experience I had (the deal did not materialized eventually though)

Reply by a searcher
from INSEAD in Helsinki, Finland

This is an interesting question. We have gone through this process once and have some insights on this. I would imagine that even across Europe, this might vary from country to country. Responding to your points: 1. Step-up for early capital: Since this is a self-funded search, no capital is available until the deal is signed. Hence the cost of due diligence is a risk that the self funder has to take. However, it is possible to structure the due diligence cost as part of the overall deal cost and no costs are paid (although accrued) until the DD is closed and the deal is signed. This of course requires local negotiations with your DD partner. In this model, you do run the risk that after DD, if you walk away from the deal, you will have to pay the cost out of pocket. The investors are not going to finance that. 2. Equity split: The advantage of self-funded search is to be able to allocate higher equity for the searcher, but again this is investor specific. Some investors would be okay with that model, while many are not. Exact % that is acceptable really depends on the investor. If you try to bring in search funds to support the acquistion, after having done a self-funded search, they are still going to be quite reluctant switching from their traditional search fund equity splits. Best case scenario would be to convince one or two investors who could take the entire equity investment, but would be okay agreeing a better equity split (over 30% for the searcher) Don't have a view on tranches. Our search has focused on one big cash inflow on closing the deal. But I can imagine, this would depend on the size of the deal. So don't have a lot of insights on this. I hope this helps, but happy to hear if there are other best practices around this.

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