Buy-Side M&A Advisory for Off-Market Acquisitions

/ 01

Who we have run a buy-side search for

Warehouse aisle with pallet racking of boxed goods under bright ceiling lights — **Laurent Truc***SVP Business Development, Society Brands*

be

Software team at their desks in a dark office, screens showing code

CreatorIQ

Commercial kitchen with a chef at work under heat lamps and rising steam

PopMeals

Society Brands

Rows of solar panels with wind turbines at dusk

GORD

KLAYD

Empty hospital corridor with glass doors, lit from above

Lane Health

Imperative VC

Simplifai

Film set with a camera on a tripod and two studio lights in a dark room

OnePulse

BREATHE

+150 more

/ 02

Buy-side transactions we have run

Open any row. We name the client where they have agreed to it, and give sector, structure and size band where they have not.

YearTransactionSectorSideSize
A consumer brand that was not on the market. We identified it, approached the owner directly and ran the process through to signing.

Sector
Consumer and food

Side
Buy-side

Structure
Platform acquisition

Region
United States

Size
~$12M

Year
2024
A sponsor building a services platform. Details are confidential until the transaction closes.

Sector
Business services

Side
Buy-side

Structure
Platform

Region
Europe

Size
$25–50M

Year
Active
An add-on for an existing platform, sourced off-market against the sponsor's investment thesis. The owner was not running a sale process.

Sector
Manufacturing

Side
Buy-side

Structure
Add-on

Region
DACH

Size
EUR 10–25M

Year
2026
An owner-managed installer, approached while the owner was planning succession. The acquirer's name was withheld until the second conversation.

Sector
Building products

Side
Buy-side

Structure
Bolt-on

Region
Europe

Size
EUR 10–25M

Year
2023
A distribution business acquired for its regional footprint, selected from a longlist of forty on ownership structure before any approach.

Sector
Specialty distribution

Side
Buy-side

Structure
Bolt-on

Region
Europe

Size
Undisclosed

Year
2023

Discuss an acquisition

/ 03

The same company, before and during a sale process

Before a process is running

One owner, one conversation

No sale process, so no deadline, no data room and no competing bidders.

What you still decide

The timetable you and the owner set it
Price negotiated bilaterally
Exclusivity can be agreed before diligence costs
Information what you ask for, when you ask
Structure earn-out, rollover, deferred consideration
Access to the owner direct

What it takes A search, and a direct approach to each owner

Once a process is running

An auction run by the seller’s advisor

The sell-side advisor sets the timetable, every bidder gets the same information, and the draft SPA comes from the seller.

What is decided for you

The timetable the seller’s advisor sets it
Price competitive bids against a deadline
Exclusivity late in the process, for the preferred bidder only
Information the same data room for every bidder
Structure framed by the seller’s draft SPA
Access to the owner through the sell-side advisor

What it takes A binding offer by the seller’s deadline, against other bidders

We approach the owner before there is a sale process.

/ 04

How we research and approach the owners of off-market targets

We research each owner, call when something opens the door to a sale, and log the answer the same week. Many owners already know spectup from our podcast and newsletter.

What opens the door

SuccessionThe owner
A funding gapThe company
A competitor sellsThe sector
A fund past its holding periodThe shareholder

We time the first call to one of these.

Who has to say yes

We map the decision makers before the call.

The first call

Said

For one acquirer
Why this company
A second call

Never said

A price
A deadline
Other targets

In your name, or on a no-names basis.

The approach log

NoClosed
No answerClosed
Not nowStays open
Wants to talkSecond call

/ 05

Who we work with, and who we turn down

We run a small number of lower mid-market and mid-market searches at a time.

Who we run a search for

Corporates and enterprises
Private equity firms
Portfolio companies
Family offices
Holdcos
Buy-and-build programmes

Whether we take on a search depends on the criteria below.

✓We take it on We pass×

Written acquisition criteria: what you want to acquire, why now, and what it is worth to you.

No defined criteria (“show us what is out there”).

A market with at least twenty credible targets.

A request for three names and an introduction. We only run full searches.

Committed funding.

No funding certainty.

Time for a proper process.

A transaction that has to sign within weeks. Owners who are not selling do not work to an acquirer’s deadline.

We act for the acquirer only.

Acting for both sides of one transaction.

Discuss your acquisition

/ 06

Cross-border buy-side M&A, by region

spectup’s international team runs cross-border acquisition searches across North America, Europe, the Middle East and Asia Pacific.

Buy-side M&A advisory in the United States and Canada. Owners, corporates and sponsors in New York, Boston, Chicago, San Francisco, Los Angeles and Toronto. Buy-side M&A advisory in Europe. Owner-managed businesses, corporates and sponsors in London, Munich, Berlin, Zurich, Paris, Amsterdam, Milan and Stockholm. Buy-side M&A advisory in the Middle East. Sovereign wealth, family offices and strategic acquirers in Dubai, Abu Dhabi, Riyadh and Doha. Buy-side M&A advisory in Asia Pacific. Strategic acquirers and family capital in Singapore, Hong Kong, Tokyo and Sydney.

/ 07

spectup, a deal database, another buy-side advisor, or your own team

spectup An AI deal database Another buy-side advisor Your corp dev team

What you get

spectupA search led by a spectup partner, with the team on research, materials and outreach.

AI databaseA good list. It will find companies you had not heard of, and it has never spoken to one of them.

Another advisorA process, often run off the same licensed databases.

Corp devYour own search, alongside everything else the team runs.

Who calls the owner

spectupOur team, directly, in your name or on a no-names basis.

AI databaseNobody. It gives you a phone number, and your team makes the cold call.

Another advisorOften an analyst, working through a list.

Corp devYour own people, in your own name. An owner who says no has said no to you.

When the approach lands

spectupWhen an event makes the owner open to a conversation.

AI databaseWhenever you get to that row.

Another advisorOn the outreach schedule.

Corp devWhen the team has capacity.

Sides

spectupOne. We act for and are paid by the acquirer only.

AI databaseNone. It is a data product.

Another advisorOne, usually.

Corp devOne, yours.

What it costs

spectupMonthly retainer plus a capped transaction fee, paid at closing.

AI databaseA licence fee, whether you transact or not.

Another advisorRetainer and Transaction Fee.

Corp devSalaries, whether or not a transaction closes.

If the company is already in a sale process, the work changes: valuation discipline, a walk-away price agreed with you in advance, and due diligence thorough enough to support the bid. If the right answer is to withdraw, we say so.

Selling instead, or still deciding M&A advisory covers both sides

Buy-side search

Written acquisition criteria and a longlist of targets built against them.

A monthly retainer while the search runs, then a capped transaction fee when the acquisition closes.

Talk to a partner

/ 08

How buy-side M&A advisory runs, from thesis to signing

01Thesis Week 1 Written acquisition criteria and timetable
02Universe Weeks 2 to 3 Built against the criteria, with a rationale for each company
03Shortlist Weeks 3 to 5 Screened, ranked and agreed with you
04Approach Week 5 onward Owners approached directly, every answer logged
05Diligence Once an owner engages Indicative offer, data room and due diligence
06Signing Once terms are agreed Process managed through to signing

The six stages overlap.

Get a search proposal

/ 09

The spectup partners who run your search

A spectup partner leads every search, with the team on research, materials and outreach.

Meet the whole team

Managing Partner

NiclasSchlopsna

LeadsSales and strategy

Agrees the acquisition criteria and the maximum price with you before any owner is approached, and briefs you before every owner meeting. He started spectup in Berlin in 2022.

Previously N26 logo

Partner & Head of IR

EdwinMik

LeadsInvestor relations

On a search he decides which owners, sponsors and lenders are approached first, and makes those approaches himself. Previously Apax Partners and Barclays.

Previously Barclays logo

/ 10

What a buy-side search costs, and when you pay it

A monthly retainer while the search runs, and a capped transaction fee only if the acquisition closes.

Monthly retainer+Transaction fee

One transaction fee, due at closing.

No transaction fee. You pay only the retainer.

01 The retainer

Longlist, screening, owner approaches and process management through due diligence. A fixed monthly fee while the search runs.

02 The transaction fee

A percentage of transaction value, capped. Paid at closing, and only if the acquisition goes through.

Get a search proposal

Which spectup service you need

I am

Capital raising for companies
From startup rounds to growth equity and private debt, placed with the investors who fit.Private Placement Startup Fundraising Debt Advisory Inside a raiseCapital introduction Pitch deck
Fund placement
Fund managers raising a vehicle: structured with our partner law firm, placed with LPs from an investor base we own.Fund Formation Private Placement Inside a raiseCapital introduction
Acquiring
For companies, PE firms and HoldCos: the target universe and the off-market approach to owners, run to signing or as introductions only.Buy-Side M&A You are hereDeal Origination
Selling a company
We set valuation and positioning, then put several bidders on one timetable to signing.Sell-Side M&A M&A Advisory
Secondary advisory
For holders and acquirers of shares in private companies, matched one to one.Secondary Advisory

/ 11

Buy-side questions we answer on every first call

01What is buy-side M&A advisory?

Advising the acquirer on an acquisition. The advisor turns the acquisition thesis into written target criteria, builds and screens a longlist of companies against it, approaches owners directly, including owners who are not running a sale, and manages due diligence and the process through to signing.

02How do you find targets that are not for sale?

Most are not for sale. We build the longlist from your criteria, screen each company on ownership as well as financials, and approach the owner directly.

03What are the typical fees for buy-side M&A advisory?

M&A advisory fees on the buy side are two figures. spectup charges a monthly retainer for the longlist, screening, outreach and process management, plus a Transaction Fee as a percentage of transaction value, paid when the deal closes. Both are set against transaction size, structure and jurisdictions, and both are capped. You have the figures in writing after the first call.

04What if the company we want is already in a sale process?

Then it is a different job with a different chance of working, and we will say so. In a live process the sell-side advisor sets the timetable, the data room opens to everyone on the same day, and you are competing with other bidders on the same information. The work moves from finding the company to not overpaying: valuation discipline, a walk-away price agreed with you in advance, and due diligence thorough enough to support the bid. If the right answer is to withdraw, we say so.

05How long does a buy-side search take?

There is no fixed term, because it depends on when an owner on the list wants to talk. We build and screen the longlist in the first weeks and start outreach once you have signed off the shortlist. From there, timing depends on how many targets convert to dialogue and how clean diligence is.

06Do you run buy-side due diligence?

We manage buy-side due diligence as a process and coordinate the workstreams: data room, question tracking and the schedule between your counsel, your accountants and the other side. Financial, legal and tax due diligence, including quality of earnings, is performed by your own advisors. We make sure it happens on time and that what it finds reaches the negotiation.

07Can you keep our name out of the approach?

Yes. The engagement letter specifies whether the approach is made in your name or on a no-names basis, and it can differ target by target. We disclose nothing without your instruction.

08Who is responsible for owners’ data under the GDPR?

spectup is the controller for every target and owner record. We approach owners in spectup’s name unless the engagement letter says otherwise, and pass an owner’s contact details to you only after they have agreed to the introduction.

09Do you do post-merger integration?

No. We run the transaction to signing and hand over cleanly.

10Do you run buy-and-build and bolt-on acquisitions?

Yes. Funds and their portfolio companies are a core client type, including a buy-and-build run as one programme against a single thesis.

11Is spectup a registered broker-dealer in the US?

spectup’s U.S.-related activities are conducted under SEC Rule 15a-6 through a chaperoning arrangement with a U.S. registered broker-dealer that is a FINRA and SIPC member. We are fully compliant.

12Can an investment bank or advisory firm hire you to find targets?

Yes, for one client’s acquisition, or as an ongoing flow of screened companies whose owners are open to a sale, in the sectors and regions the firm chooses. We run it as deal origination, on a monthly retainer plus a Transaction Fee.

Buy-side M&A advisory The deal everyone wants, before anyone knows.

Who we have run a buy-side search for

Buy-side transactions we have run