M&A glossary

Management buy-in (MBI)

Also: MBI, Übernahme durch externes Management, Buy-in by external managers

In an MBI, the buyer comes from outside. Typical candidates are experienced executives from large corporations or sector experts who want to set up on their own. Financing is similar to an MBO: the buyer's equity, bank loans, development bank loans and often a vendor loan. Sometimes a financial investor stands behind the manager.

For sellers, an MBI widens the circle of possible successors if family and management are not an option. According to the KfW Succession Monitor Mittelstand 2025, 42% of owners seeking a successor are considering a sale to external buyers. The catch: the new owner does not know the customers and employees. The handover phase is therefore more delicate, and banks often require an induction period by the seller.

Important in practice are thorough due diligence, a structured transition period with a consultancy agreement for the seller, and clear warranties in the purchase agreement. An MBI is often combined with an MBO, which is then referred to as a BIMBO.

Example

Hypothetical example: A former head of sales buys a wholesaler for €3 million. She invests €0.45 million, the bank provides €2.1 million and the seller defers €0.45 million as a loan. He stays on board as an adviser for twelve months to hand over customers.

Sources

  1. Nachfolge-Monitoring Mittelstand 2025: Pläne für Geschäftsaufgaben wachsen erneut, Kaufpreisvorstellungen deutlich gestiegen, KfW Research (Fokus Volkswirtschaft Nr. 526)

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