A management buy-in (MBI) is the purchase of a company by an executive from outside, backed by a bank and usually a fund. The financing is the same as in an MBO. The difference lies in the risk: the buyer gets to know the company during due diligence, then during the handover, as the seller walks out.
What is an MBI?
A takeover by an executive who has never worked in the company. He or she sets up a holding, puts in savings and tops up with bank debt, a fund and sometimes a vendor loan. The holding buys the shares, then repays itself from the target's dividends.
The full structure, with a worked example, is in our MBO guide. Nothing changes in the mechanics.
How does it differ from an MBO?
Through the buyer, and therefore the risk.
| MBO | MBI | |
|---|---|---|
| Buyer | The company's managers | An outside executive |
| Knowledge of the company | Inside, in depth | Gained during due diligence |
| Main risk | Moving from manager to owner-manager | Losing customers or managers during the handover |
| Pitch to the seller | Continuity | Management experience, growth plan |
| What the fund checks first | Ability to replace the seller | Real grasp of the trade and the customers |
A seller often prefers his or her own managers. When none of them wants or is able to buy, the MBI becomes the only route that keeps the company independent.
How many buyers for how many companies?
More candidates than targets, according to WE Cession & Acquisition, the business succession team at Wallonie Entreprendre (WE, the Walloon Region's public financing body), formerly known as Sowaccess.
In 2025, it met 513 would-be buyers and 663 potential sellers one-to-one. Its WETransmission platform, launched in February, showed over 160 listings for over 1,500 candidates. As a percentage, that gives roughly nine candidates per published listing.
I read that ratio as a warning for the outside buyer. Facing a seller with several expressions of interest, the best-funded and best-prepared file wins, not necessarily the best manager.
How do you convince a fund?
By showing you have already answered the questions it is about to ask. A fund that backs an MBI is backing a person first.
What makes the difference in a file:
- a management track record in a related sector or trade, with figures;
- a plan for the first hundred days: customer meetings, organisation, priorities;
- a financing round already in place, with a support letter from a bank;
- a negotiated handover, with the seller staying a few months to introduce you;
- a personal reserve outside the holding, so you do not commit all your savings.
ORSA describes in its case studies the takeover of a Walloon industrial company by two outside buyers, for whom "the financing round still had to be structured to reassure the seller and the banks". That is often where the fund comes in on an MBI: it makes the offer credible before it is signed.
What are the risks of an MBI, and what can you do?
Three risks come up in almost every file I have read.
| Situation | What to do |
|---|---|
| Customers buy from the seller rather than from the company | Long handover written into the contract, earn-out tied to revenue holding up |
| A key manager threatens to leave | Offer a stake in the holding, before closing |
| A hidden liability surfaces after the deal | Thorough due diligence and a warranty from the seller |
| You want to reorganise everything in the first quarter | Wait six months and understand why the organisation works |
| The price swallows all your savings | Keep a personal reserve, lower your contribution or renegotiate |
The edge case to keep in mind: a seller in a hurry who offers three weeks of handover, in a company where the two largest customers only talk to him. On paper, the price is good. In practice, part of the revenue leaves with him. A short handover is not a saving.
Commercial due diligence weighs more than in an MBO
A manager who buys already knows which customers are fragile. You do not. Financial and legal due diligence will not tell you: the accounts show revenue, not the reason the customer keeps coming back.
In practice, that means visiting the main customers with the seller before signing, reading the order book line by line, and asking for the share of the top ten customers in revenue. If that share is high, an earn-out tied to revenue is no longer an option. It becomes the condition of your offer.
The BIMBO, an MBI that brings managers on board
There is a mixed structure, the BIMBO (buy-in management buy-out): the outside buyer teams up from day one with one or more managers, who take shares in the holding. The fund gets both things it looks for, management experience and inside knowledge. The cost to you: sharing capital and decisions with partners you did not choose alone, which the shareholders' agreement has to organise.
Who funds an MBI in Wallonia, Brussels and Flanders?
In Wallonia, ORSA publishes €500,000 to €2.5M in equity for SMEs with 20 to 150 staff. Namur Invest states €100,000 to €2.5M as a rule, Invest.BW up to €2.5M. WE adds guarantees and subordinated loans. All the players, with tickets read on 15.10.2026, are in the ranking of funds for SMEs.
In Brussels, finance&invest.brussels (the Brussels-Capital Region's public financing body) publishes up to €5M for SMEs, as co-investment; a product specific to MBIs is not published. In Flanders, PMV loans list the MBI among eligible uses, from €700,000.
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From 2009 to 2017, Cédric spent eight years in the corporate lending department of a Belgian bank in Namur, on the side that turns files down and writes the covenants. He then became financial controller at an industrial SME in Hainaut just as a provincial invest took a stake in its capital. Based in Gembloux, he rereads the terms published by Walloon and Brussels funds and invests every month.