MBO as an Alternative to a Typical Search Fund Acquisition?

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March 14, 2025

by a searcher from Fundação Getulio Vargas, São Paulo - Escola de Administração de Empresas de São Paulo in São Paulo, SP, Brasil

We all know the classic search fund model: acquire a company, transition leadership, and scale. But what if, instead of acquiring a controlling stake upfront, you enter as a CEO, gradually earning equity through performance-based vesting and personal/3rd party investment—aligning incentives while ensuring continuity for a retiring founder? In other words, a structured Management Buyout model designed for founder-led businesses that haven’t been fully professionalized / ready to be sold, providing a clear path to majority ownership over time. Some key elements: CEO starts with a minority stake via phantom shares or RSUs, with vesting tied to performance Founder gradually steps back (with optional earn-out or retained stake???). Predefined call option for the CEO to acquire majority control after a few years at a transparent valuation. While this isn’t a traditional search fund play, it could address common challenges: founder resistance to an immediate sale; difficulty in financing a large acquisition upfront; better alignment of incentives over time; CEO receives a good salary while understanding and operating the business—potentially more effective than a typical pre-acquisition DD. Has anyone structured or analyzed a similar model? What are the biggest risks you’d foresee? Curious to hear thoughts on potential pitfalls, financing challenges, and governance considerations from this community.

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Reply by a professional
from Dartmouth College in Los Angeles, CA, USA
I have seen this. It can be verry effective. The most common pitfall is that the founder isn't as willing to step away as they indicate, and there is inevitably tension between the new CEO who is trying to put his or her imprint on the business and the founder's traditional way of doing things. The employment agreement and option are typically heavily negotiated. Financing should be very doable in this scenario however.
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Reply by a searcher
in São Paulo, SP, Brasil
Never analyzed it but I've heard about a few cases in Brazil (i.e., The Bakery, Dynamo). I imagine that it could work very well in cases where there's cultural match as well as synergy between the new CEO's expertise with the rest of the team - for instance, a strategic CEO entering a C-Level with very technical people. Look forward to hearing the community's thoughts!
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