Real cases · Anonymised
Three real transactions, anonymised, told from the deal owner’s side. What made the difference between an ordinary outcome and a good one.
Names have been changed for NDA reasons. The numbers, the dynamics and the strategic decisions are the real ones.
Case I · 2023 · Succession M&A
Divestiture of a family industrial group
An industrial group in North-East Italy, three generations in. The fourth had no interest in running it. The risk: selling well, not merely selling.
Context
An industrial group in Emilia, €85M in revenue, three production plants, 280 employees. Third-generation family ownership. The fourth generation was at university, on paths outside the company. The internal management team averaged 56 years of age. An active market of strategic and financial buyers.
Problem
The family wanted to monetise, but carried emotional weight: a brand tied to the family name, a home territory, redundancies as a reputational risk. The first offers came from a PE firm that spoke openly about offshoring. Three other advisors had failed to find buyers with industrial sensibility.
Approach
A mandate rebuilt from scratch: rewriting the thesis (“we are not selling a company, we are looking for someone to continue a tradition with new resources”), identifying 4 potential European buy-and-build buyers with a track record of management continuity, and negotiating with them simultaneously. Contractual terms secured: a 10-year brand lock-up, 5-year retention of the regional HQ, an employment floor clause, and a symbolic buyout of the outgoing CEO as a board advisor for three years.
Outcome
Deal closed at 7.2x EBITDA (vs. 5.8x in the initial offer). Zero redundancies in the first 18 months. Brand intact. The family accepted a partial earn-out tied to industrial continuity metrics. The outgoing CEO stayed involved through quarterly board meetings.
Case II · 2024 · Cross-border acquisition
A DACH tech acquisition for an Italian scaleup
An Italian SaaS growing 75% YoY. Entering Germany: build or buy? The right target had a problematic cap table.
Context
An Italian B2B SaaS, €12M ARR, 75% year-on-year growth, two Series B funding rounds closed. The CFO estimated 18-24 months to build an organic DACH presence. A German competitor had 18 enterprise clients in the region, but a cap table carrying a 2x liquidation preference from an early-stage VC that had invested five years earlier.
Problem
The target was sellable, but the lead investor’s 2x liquidation preference (senior to common) meant the price to the founders was effectively zero below a certain threshold. The founders were willing to exit but wanted to do so with dignity. The acquirer’s first offer had been rejected.
Approach
Renegotiation with the German lead VC on a waterfall basis: partial conversion of the liquidation preference into ordinary equity in exchange for an extended lock-up. An earn-out for the founders on DACH ARR at 18 months, with a cap and floor. Team integration with a retention package for 12 key managers. Deal structured 60% cash / 40% stock in the (unlisted) buyer, with a shadow liquidity event trigger at the next round.
Outcome
Closed at 4.1x ARR (vs. 3.3x in the first offer). German team retention at 95% after 18 months. DACH ARR grew 3.2x over 30 months. The founders reached economic dignity, the VC realised a decent multiple, and the Italian buyer entered DACH 18 months ahead of its greenfield strategy.
Case III · 2022-2023 · Special situation
Financial turnaround of an industrial manufacturer
A liquidity crisis in the wake of the supply chain shock. Banks moving towards acceleration. The board paralysed between restructuring and a fire sale.
Context
An Italian manufacturer, €45M in revenue, 180 employees. After the 2021-2022 supply chain crisis it had lost margin, exhausted its bank debt capacity, and breached the senior loan covenants. The banks — three institutions — were starting to float acceleration of the debt. Trade creditors had shortened payment terms from 60 to 30 days.
Problem
Management was swinging between two opposite options: restructure (with an impact on morale and uncertain residual liquidity) or open an urgent sale (fire sale value: estimated at 0.4x revenue). The third corridor was missing: putting cash back on the balance sheet without diluting control or value.
Approach
A mandate running in parallel with the lawyers handling the composition with creditors. Three simultaneous moves: (i) negotiating a 9-month standstill with the three banks against an updated business plan, (ii) creating a voluntary consortium with the five main suppliers to extend terms to 90 days in exchange for a priority clause on payments, (iii) identifying an off-balance-sheet asset — a disused industrial site — monetised through a sale-leaseback with a real estate operator.
Outcome
€8M in cash from the sale-leaseback (a 4-month timeline). Bank standstill signed, with a 24-month covenant holiday. Supplier consortium operating for 18 months. The company returned to profit in month 14. Zero redundancies. Family control intact.
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