Private Capital

Preparing a Business for Private Equity

Capital does not select potential. It selects businesses that are ready.

A company prepares for an investor before engaging with the market: when strategy, governance, management, performance and growth trajectory become legible, credible and investable.

Mizzau & Partners supports entrepreneurs and management teams in SMEs and mid-market companies with strategic and organisational preparation before engaging with a private equity fund.

01

Being a good business does not yet mean being an investable business.

A company can have excellent products, solid clients and strong performance without yet being ready to engage with institutional capital.

Investment Readiness means closing the gap between industrial quality and investability.

Aircraft in a maintenance hangar with engine, scaffolding and technical equipment
02

What Institutional Capital Needs To Understand

01

STRATEGY

Where the company can go, and why.

02

GOVERNANCE

How decisions are made.

03

MANAGEMENT

Who can sustain the next stage of scale.

04

PERFORMANCE

How transparent and sustainable the economic drivers are.

05

GROWTH

Which levers can create additional value.

06

EQUITY STORY

Why the business represents a compelling platform.

07

EXECUTION

How credible the capacity to execute the plan is.

03

Making value legible before presenting it to the market.

Investment Readiness makes revenue and margin quality, cash conversion, capital intensity, governance and information quality more legible; it does not automatically produce a higher valuation.

It includes:

  • strategic positioning
  • governance assessment
  • growth architecture
  • organizational readiness
  • management considerations
  • equity story
  • industrial platform potential
  • preparation for institutional dialogue
UNDERSTANDING VALUE

The multiple is the outcome. Not the starting point.

Two companies with the same EBITDA can have very different values. Growth, revenue quality, margins, cash generation, capital employed, competitive position, management and risk all shape how the market interprets the quality and sustainability of economic performance.

Valuation should therefore not begin with an isolated multiple, but with an understanding of the business and the drivers that support its value.

04

The question precedes the instrument.

For some companies, private equity can act as an accelerator. For others, an industrial partner, a different capital structure or an autonomous trajectory may be more coherent.

The function of strategic advisory is to help the company understand which path aligns with its ambition.

Industrial partner or private equity? →
05
CAPITAL STRATEGY

Not all capital is the same.

The right partner depends on the business you want to build.

Private equity, private debt, industrial partners, club deals and other capital structures follow different logics.

In specific situations, models such as search funds or SPACs can also represent paths to understand and evaluate.

Even within private equity, fund strategy, size, ticket, governance approach, time horizon, sector specialisation, capacity to support acquisitions and international presence can determine very different experiences and trajectories for the company.

The question is not which instrument is absolutely better, but which structure is coherent with ownership, capital requirements, governance, time horizon and the industrial trajectory of the business.

Mizzau & Partners supports entrepreneurs and management in assessing the fit between industrial ambition, capital structure and investor profile.

Direct knowledge of the private capital ecosystem and dialogue with funds and institutional investors make it possible to understand not only capital availability, but also investment strategies, governance models and different approaches to value creation.

STRATEGIC INVESTOR FIT

There is no universally right fund.

There are investors whose profile may be more or less aligned with the trajectory the company wants to build.

  • INVESTMENT STRATEGY
  • SECTOR SPECIALIZATION
  • INVESTMENT TICKET
  • MAJORITY / MINORITY
  • GOVERNANCE MODEL
  • BUY-AND-BUILD
  • INTERNATIONAL REACH
  • VALUE CREATION & HOLDING PERIOD
CAPITAL PATHS

Different paths for different needs.

Capital, governance and control can be combined in different ways. Understanding the alternatives allows the entrepreneur to evaluate the path before choosing the instrument.

CORE PATHS
01
PRIVATE EQUITY

Professional capital to support growth, transformation, acquisitions or changes in ownership structure, with defined governance models and investment horizons.

02
PRIVATE DEBT

Private debt capital that can finance growth, acquisitions or refinancing without necessarily altering the ownership structure, provided there is a sustainable financial and repayment profile.

03
INDUSTRIAL PARTNER

A strategic operator that can combine capital with expertise, market access, technology, production capacity or international footprint.

ADDITIONAL STRUCTURE
04
CLUB DEAL

A structure through which multiple investors jointly participate in a transaction, often through a dedicated vehicle. It can allow for a composition of capital and governance built around the specific operation.

SITUATION-SPECIFIC STRUCTURES
05
SEARCH FUND

A model through which one or more entrepreneurs raise capital to identify, acquire and subsequently lead a company. It can be particularly relevant for SMEs and ownership transitions.

06
SPAC

A company formed to raise capital on the market and subsequently complete a combination with a target company, enabling its access to listed markets. It is distinct from traditional private equity, and its relevance depends on the company's characteristics and capital markets conditions.

The instrument comes later. First comes the business, the shareholder's objectives and the industrial trajectory.

Frequently Asked Questions

Further insights

A company shows readiness when its growth objectives are supported by clear organisational foundations, trackable processes and margins that can be sustained over time. Accelerated growth is not the only metric: funds evaluate the scalability of the business model and a management team capable of operating while reducing day-to-day reliance on the founder. When the management control system adequately tracks cost and revenue dynamics, and the future strategy is documented and grounded, the business generally holds the fundamental prerequisites to begin a structured dialogue with institutional investors.

A private equity fund typically analyses three main areas: the company's competitive positioning within its market, the adequacy of the management team and visibility on prospective economic results. Investors look closely at businesses with defensible competitive advantages in sectors offering consolidation opportunities or resilience. Governance is equally relevant, as formalised decision-making processes help mitigate operational risks. Finally, funds assess the alignment between the entrepreneur's expectations and the potential strategic narrative, seeking to understand the specific levers through which their capital can support future development and value creation.

The preparatory phase should focus on Investment Readiness: a targeted process to reduce information asymmetries before official due diligence begins. This involves conducting an internal preliminary review to map and address potential legal, tax or operational vulnerabilities. It is advisable to define a coherent business plan, supported by verifiable historical data, and to present a strategic narrative highlighting potential expansion drivers. Strategic advisory support helps the company structure these materials using the metrics and level of detail expected by institutional standards, thereby facilitating a more constructive dialogue with the counterpart.

The most significant organisational elements include a clear distinction between family assets and corporate operations, structured and trackable decision-making workflows and the presence of managerial figures with specific delegations. Institutional investors tend to exercise caution with structures where daily operations depend exclusively on a single individual. Shared rules regarding operational delegation, succession planning and executive reporting flows provide greater visibility into management stability. Adapting governance effectively means initiating a transition towards a more distributed management model, capable of supporting and sustaining broader organisational growth over the medium term.

No, engaging a fund does not necessarily equate to a full sale of the business. There are qualified minority transactions or growth equity capital injections where the entrepreneur maintains strategic control, deploying the new resources to finance acquisitions or significant investments. Even in majority buyout operations, it is common practice for the entrepreneur to reinvest a portion of the proceeds to participate in the subsequent development plan. The priority remains aligning the ownership's objectives with the fund's mandate in advance, allowing for a careful evaluation of the most suitable corporate instrument.

The assessment depends on the desired acceleration goals and the future role the shareholders intend to hold. An industrial partner is often considered coherent when the primary objective is to develop commercial synergies, access new geographical areas or integrate the value chain; such a path frequently implies integration into the acquirer's organisation. Opening up to a private equity fund, conversely, injects capital to support the business as an autonomous platform, guiding it through professionalisation ahead of future ownership transitions. The decision should stem from careful consideration of the desired trajectory and the shareholder's personal objectives.

Timelines are heavily influenced by the organisation's starting point and do not follow predefined rules. A structured Investment Readiness process typically requires several months of work. Activities can range from updating governance rules and strengthening the senior management team to implementing information systems capable of generating reporting that meets institutional standards. Addressing these areas proactively helps the company manage the subsequent analytical phases more methodically, presenting itself to the market as a more transparent entity that is better organised to accommodate new investors and partnerships.

Private equity and private debt respond to different needs. Private equity introduces risk capital and normally implies a new shareholder, with potential effects on governance, strategy and growth trajectory. Private debt, on the other hand, allows a company to finance development, acquisitions or other needs without necessarily changing the ownership structure, but introduces a financial commitment that must be sustainable given the company's capacity to generate cash. The choice should not start with the instrument, but with the company's objectives, financial structure, cash flow generation, growth ambition and the entrepreneur's willingness to share governance and future value.

No. Funds apparently interested in the same company may have very different strategies, time horizons and value creation methods. Factors to consider include: size and strategy of the fund; investment ticket; majority or minority; sector specialisation; buy-and-build strategy; geographic footprint; capacity to support acquisitions and internationalisation; governance model; holding period; and exit expectations. For an entrepreneur, therefore, the question is not just attracting capital, but understanding which investor offers the strongest strategic fit with the trajectory they want to build.

The assessment begins with industrial strategy, not capital availability. Mizzau & Partners helps entrepreneurs and management assess the potential fit by considering the company's size and stage, sector, growth objectives, governance, the shareholder's future role, acquisition strategy, internationalisation, time horizon and the entrepreneur's ambition. Direct knowledge of the private capital ecosystem allows for an understanding of not just capital availability, but different strategies, investment cultures and value creation capabilities. The objective is not to find capital in the abstract, but to evaluate which partner profile is most coherent with the industrial project.

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We assess the company's Investment Readiness, the capital structure most aligned with its objectives and the profile of partner best suited to the trajectory it intends to build — before engaging with the market.

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