Buying · the full mandate

The company you should buy may not be for sale.

Tell us what the acquisition has to accomplish. We turn that into a target universe, find the companies that can deliver it, earn a conversation with their owners, and stay with you through valuation, diligence, structure and close. Run by people who have sat on the seller’s side of exactly this conversation.

In three minutes

What we do for an acquirer, and why us.

What we do

Turn your acquisition thesis into a ranked target universe, earn the owner conversation, then run valuation, diligence, structure and close beside you. The method →

Why B2B Capital

Most of our mandates are sell-side. Retain us to buy and that experience sits on your side of the table – we usually know what the owner’s adviser will do next because we run that playbook ourselves. The rule →

Who runs it

The three founding partners, named on the letter: the buyer’s case, the numbers, the process. Prior-career acquisition experience of some $10 billion inside a global programme. The three →

Where we differ

Every serious target has two cases to win – yours and the owner’s. We write both. And we set your walk-away number before the seller sets the anchor. Walk-away →

What it costs

A monthly retainer sized to the scope of the work, and a success fee on total enterprise value at closing. Figures in writing within 24 hours of a first call. How we are paid →

Next step

Bring us the thesis – or the target you already have. One call with a founding partner; you leave with a written view of the universe and the plan. Book a call

What is firm record, and what is the experience you are hiring

B2B Capital firm record – 34 companies sold on full sell-side mandates since 2020; the buy-side, introduction and origination mandates the firm completes are reported here as they close, never blended into that figure.
The team you are hiring – prior-career acquisition experience inside a global acquirer’s ~$10 billion programme (Baldor $4.2B · Thomas & Betts $3.9B · Ventyx >$1B, attributed on People to the person and the institution where it occurred), ten years of private-equity and M&A work on both sides, and founders who have sat on the owner’s side of this exact conversation.

The first question

What does the acquisition need to accomplish?

A capability you cannot build in time. A geography you cannot enter efficiently. Customers you cannot otherwise reach. A product gap, a consolidation, scale, a succession, a new platform. The search starts there, not in a database.

A usable acquisition thesis tells us what belongs in the universe and, as importantly, what does not: the strategic objective, the financial boundaries, the ownership situations you can work with, geography, size, how much integration your organisation can absorb, and what would make a target worth owning rather than merely available. We define all of that with you before we name a company. It is the step acquirers most often compress, and the evidence on what follows is not kind: across 40,000 acquisitions over forty years, roughly 70–75% failed to create value for the buyer. The authors’ leading causes begin with the acquisition as a first resort rather than the tested answer.1

Strategy → acquisition thesis → target criteria → target universe. In that order, every time.

1 Baruch Lev and Feng Gu, The M&A Failure Trap (Wiley, 2024); summary of the 40,000-acquisition, forty-year dataset and the 70–75% failure finding published in Fortune, 13 November 2024. “Failure” is the authors’ definition: the acquisition did not create value for the acquirer’s shareholders. Their three leading causes – the urge to merge as a first resort, value-destructive targets, and incentives that reward completion – are the three things an acquisition thesis is built to test.

Target intelligence

A long list is not a target universe.

Any database can tell you which companies exist. The work is deciding which deserve your time. We map the market and qualify every priority target against the thesis: strategic fit, financial profile, ownership and the likely motivation of the people who hold it, actionability, a preliminary view of value, the integration burden, competitive position – and the practical route to a conversation with the owner.

Each assessment carries its provenance – known, observed, inferred, to validate – and the output is a ranked acquisition map with a written case for every priority name, not a spreadsheet of logos.

Target 07AssessmentProvenance
Strategic rationaleCloses the capability gap the thesis names; two-year build otherwiseInferred
Financial fitInside the agreed range on revenue and marginObserved
OwnershipFounder-controlled, second generation involvedKnown
Likely motivationSuccession within three years; no process observedTo validate
ValuationPreliminary range, stand-alone and with synergiesInferred
Integration burdenModerate: systems overlap, one duplicated functionInferred
Route to the ownerKnown through a former counterpartyKnown
StatusPriority – approach in the first wave –

Illustrative. In this example, one of a universe of thirty to sixty, of which a first wave of eight to twelve is approached; a real universe can be a dozen names or several hundred, and the thesis decides which.

The universe. Every company the thesis admits – mapped, not downloaded. Thirty names or three hundred, depending on the thesis.
Qualified. Each name tested against strategic fit, financial profile, ownership, actionability, a first view of value and the integration burden.
Priority. A ranked acquisition map with a written case for every priority name and its provenance: known, observed, inferred, to validate.
Approached. The first wave, each approached with a specific case: why this company, why you, why now.
In conversation. Owners who agreed the conversation was worth having.
The right target. One. Or none – finding a target creates no obligation to buy it.

Illustrative Widths show selection, not volume; the proportions of a real universe are set by the thesis.

The owner conversation

When the owner is not selling, the first objective is not a letter of intent. It is a credible conversation.

An owner who never asked to sell is not waiting for an acquisition pitch. They want to know why their company, why this buyer, what happens to the business and the people afterwards – and whether the person contacting them has done enough work to deserve the conversation. Approaches that cannot pass that last test usually go unanswered, and the owner rarely says why.

We approach each priority target with a specific case: why this company fits, why you are a credible owner for it, and why the conversation may be worth having now. Everyone senior at B2B Capital has built and sold a company of their own. We know what an unsolicited approach feels like from the other side of it, which is why we treat owner outreach as part of the transaction and not as an administrative step before it.

One side of every table. We act for sellers and we act for buyers. We never act for both in the same transaction – not as adviser to one and introducer to the other, not through an affiliate, not with a wall between the rooms. In any transaction we are in, we are on one side of it, we are paid by that side, and every participant knows which side that is.

Two cases

Every serious target has two cases to win.

The owner has to believe the conversation is worth having. Your investment committee or board has to believe the acquisition is worth approving. We build both.

The owner’s case
  • Why this company, and why now
  • Why you are a credible owner for it
  • What happens to the business and the people afterwards
  • Whether the person calling has done enough work to deserve the conversation
both
Your committee’s case
  • What the acquisition is meant to achieve, and who sponsors it
  • How value will be measured; the return or strategic hurdle
  • Which risks would kill it; how much integration the organisation can absorb
  • Who ultimately has to say yes
A company your own organisation cannot approve is not a target. An owner who has no reason to engage is not an opportunity. Every serious target has two cases to win, and we build both before anyone is called.
Where the target comes from

Off-market is not the objective. The right target is.

If the best company is already in a sale process, we help you compete for it, and we usually know what the adviser on the other side is about to do, because we run those processes ourselves. If it is not for sale, we help you earn the conversation. We do not assume an off-market company is cheaper, better or more actionable because no banker is involved; every target is tested against the same strategic and financial case.

The objective is not proprietary deal flow. It is the right acquisition, on terms that still leave the value with you.

Where we fit

One target. One market. Or a repeatable acquisition programme.

For corporates and their development teams, sponsors and the companies they own, family offices, independent sponsors, search funds, and founders buying for the first time – on either side of the €10M–€150M range where the thesis warrants it.

You already know the company

You have a target. We assess strategic fit, establish value and the walk-away case, plan the approach, negotiate the letter of intent, coordinate diligence and structure, and stay through closing.

You know what you want, not who

We translate the acquisition thesis into a complete market map, prioritise the universe, approach the owners, and bring qualified conversations into your process. This is the full mandate’s centre of gravity.

You are building by acquisition

For a platform, a corporate development team or a sponsor pursuing several acquisitions, we build a repeatable system – screening, outreach, decision – rather than restarting the search from zero after each deal.

If you only need the map and the introductions, the origination mandate stops there, and says so.

The four movements

Define. Map. Engage. Acquire.

Four movements, the first two ours to build and yours to challenge, the last two run together. The process is allowed to end at any of them: finding a target creates no obligation to buy it.

The four movements in detail – what we do, what you do
1 · DefineWe: the acquisition objective, the thesis, the criteria, the financial boundaries, the integration constraints and your internal approval path. You: tell us what the acquisition has to achieve and what your organisation can realistically own.
2 · MapWe: the full universe, target intelligence, preliminary valuation, ownership mapping, prioritisation and the outreach plan. You: challenge the ranking, and tell us where your operating knowledge changes the picture.
3 · EngageWe: owner outreach, qualification, first conversations, information exchange, valuation, and the indication or letter-of-intent strategy. You: meet the owners whose companies survive the screen.
4 · AcquireWe: diligence coordination, valuation updates, economics and structure, negotiation, committee or board support, and transaction management through signing and close. You: decide whether this is still the company you want to own.

The process is allowed to end at any movement. Finding a target creates no obligation to buy it, and we will tell you not to buy when the case does not hold.

Valuation

The seller has a number. You need a walk-away number.

What a company is worth to you is not what it is worth on its own. We separate the target’s stand-alone value from the value you expect ownership to create – revenue and cost synergies, capability, time to market, strategic defence – and then account for the cost of integration, its timing, the execution risk, financing and your required return.

The question is how much of the value you create can be paid to the seller before the acquisition stops creating value for you. That is the number we want in hand before price becomes a negotiation. It is the same analysis we run for sellers from the other direction – which buyer can rationally pay more – which is why we usually recognise the seller’s argument before it is made.

Stand-alone value
Value you create
Integration cost & risk
Stand-alone valueWhat the company is worth to anyone – the seller’s number starts here.
Value you createSynergies, capability, time to market, strategic defence – the part only you can pay for, and should not pay all of.
Integration cost & riskTiming, execution risk, financing, your required return – subtracted before price is a negotiation.

Illustrative The walk-away number is how much of the value you create can be paid to the seller before the acquisition stops creating value for you.

After the letter of intent

Diligence should test the reason you are buying. Integration should already be in the price.

Diligence is organised around the thesis so that every finding becomes a decision – proceed, reprice, restructure, fix or stop – and the integration assumptions are in the valuation before you sign.

How diligence and integration are handled – the mechanics

Diligence produces hundreds of findings; they are not equally important. We organise the work around the thesis – what must be true for the strategic case, the valuation and the integration plan to hold – so that a finding becomes a decision: proceed, reprice, restructure, fix, or stop. Formal diligence stays with the specialists who should perform it.

The thesis should already say what happens after closing: what stays independent, what integrates, which synergies the economics depend on, which people must stay. We build those assumptions into the valuation, the diligence and the structure before signing. An M&A adviser should not run the acquired business, and we do not pretend otherwise.

Conflicts

Two-sided experience. One-sided mandate.

Our people have worked both sides of transactions throughout their careers, and most of the firm’s mandates are sell-side: when we represent you, that seller-side experience is on your side – and never simultaneously on theirs. B2B Capital represents one side of each transaction. On a buy-side mandate you are the client and you pay us; we do not represent the target against you, and we accept no compensation from it.

Before any outreach, the target universe is screened against our live sell-side mandates and other confidential relationships. A conflict is disclosed and resolved before contact, or the target is excluded. Confidential information obtained for one client is never used to source, value or negotiate another client’s transaction. The rule in full →

their advisersThe ownerThe company our client wants to buy.We do not represent the owner, and we say so on first contact.
the table
B2B Capital sits hereThe buyer – our clientThe acquirer who engaged us.We are paid by the buyer and we negotiate for the buyer.

Firm rule One side of every table. We act for sellers and we act for buyers; never for both in the same transaction.

Why us

We have been the buyer. And the owner you are about to call.

The careers behind this firm include some $10 billion of acquisitions on the buy side – inside a global corporate acquisition programme, in private equity, as counsel to buyers, and as investors. Every senior person here has also built and sold a company of their own.

Those two experiences solve different halves of the buy-side problem. The acquisition years taught us what a committee needs in order to approve. The founder years taught us what an owner needs to hear before they will engage. Twenty-five years on both sides means we usually know what the other side will do next, because we run the seller-side playbook ourselves – the anchor, the re-trade, the diligence pressure point, the way an owner’s adviser will frame value – before they have decided to do it.

If you already have a corporate development team

We do not recreate the function you have. Use us where outside capacity or access matters: the market map, owner outreach, an independent view of a target, valuation and negotiation, cross-border execution, or one specific transaction.

If this is your first acquisition

You know why an acquisition could change your business. You are not expected to know how to run one. We bring the transaction machinery; you keep the judgment about what belongs inside your company.

Career · public record · ABB, 2010Baldor Electric · $4.2BEnterprise value, $63.50 per share. Negotiated and structured inside ABB’s global acquisition programme, on which a founding partner was a senior M&A executive.Attributed to the person and the institution, never to the firm
Career · public record · ABB, 2012Thomas & Betts · $3.9BAcquisition of control of a listed US company – the programme’s second-largest transaction.Career transaction · ABB programme
Career · public record · ABB, 2010Ventyx · >$1BEnterprise software for utilities: the acquisition that took an industrial group into software.Career transaction · ABB programme

Who runs it

The same three founding partners as every full mandate, one of them named as lead: the founder who bought inside a global acquisition programme, the partner who has valued and structured on both sides, and the operator who has run the process. You know which of us it is before you engage us.

What it asks of you

A sponsor who can say what the acquisition is for. One person who owns the thesis and can get a decision in a week. Your approval path, described to us honestly on day one. And the willingness to hear that a target is not the one – from us, before you have spent a quarter on it.

Buy-side mandates completed by B2B Capital are reported on Track record as they close, under their own heading. The career experience above is attributed to the people and the institutions where they earned it, never to the firm.

All three founding partners work every full buy-side mandate. This is who does what on yours.

Travis Callahan, Co-Founder & Partner
Travis CallahanCo-Founder & Partner

The buyer’s case: thesis, negotiation, structure.

Sebastian Koepp, Co-Founder & Partner
Sebastian KoeppCo-Founder & Partner

The numbers: valuation, financial preparation, the data room.

Ryan O’Sullivan, Co-Founder & Partner
Ryan O’SullivanCo-Founder & Partner

The process: execution, buyer coordination, the timetable.

Firm rule Named on the engagement letter; the people you meet on the first call are the people who run the mandate. The three, in full →

How we are paid

One structure, stated before you sign.

The same structure as every mandate we take: a monthly retainer sized to the scope, and a success fee on total enterprise value at closing. Every economic term in writing before you sign. How we are paid →

One side of every table. We act for sellers and we act for buyers. We never act for both in the same transaction – not as adviser to one and introducer to the other, not through an affiliate, not with a wall between the rooms. In any transaction we are in, we are on one side of it, we are paid by that side, and every participant knows which side that is. How we handle conflicts →

You want us on your side of the table – before we are on the other side of it.

Tell us what you are trying to build.

Thirty minutes with a founding partner. Bring the acquisition’s purpose, what you already know, and which parts of the work you have in-house. We will tell you how we would define the target universe, where we would start – and whether the assignment is one we should take.

Buying · origination mandate

The map and the introductions. You run the acquisition.

A narrower buy-side mandate for an acquirer with the execution capacity in-house: we translate your thesis into a qualified target universe, approach the owners, and introduce the ones prepared to talk. Valuation, negotiation, diligence and closing stay with your team – or come to us under a full mandate, if you ask.

Thirty minutes with a founding partner. If the answer is origination only, we will say so.

Who it suits

Acquirers who need access and judgment on the front end, and nothing after it.

A corporate development team with the bandwidth to run a transaction but not to map a market or reach its owners. A sponsor with a thesis and an execution team. A serial acquirer who wants an independent view of a universe before committing internal time. For those acquirers the origination mandate is the right scope.

For an acquirer making a first or second acquisition it usually is not, because the value of the work is decided after the introduction – in the walk-away number, the structure and the negotiation – and that is exactly what this mandate excludes. If that is you, the full mandate is the one we would recommend.

What it includes

Define, map, approach, introduce.

  • The thesis, made operational

    Your acquisition objective translated into criteria a market can be screened against: sector, capability, size, geography, ownership situations, and the non-negotiables.

  • The target universe

    Mapped and qualified against the thesis, each name with its provenance – known, observed, inferred, to validate – and ranked into approach waves.

  • Owner outreach

    Quiet, specific, and under your name or ours as you prefer. Each approach carries a case: why this company, why you, why now. Owners who are not selling rarely respond to volume. We say who we are on first contact; your identity is disclosed when the owner agrees to a conversation and confidentiality is in place, not before.

  • Qualified introductions

    Conversations with owners who have confirmed interest, with the context and timing we learned, handed into your process with a written note on each.

What it does not include

The part of the work where the price is decided.

Valuation and the walk-away analysis; the indication and the letter of intent; the negotiation of price and terms; diligence coordination; structure; the transaction documents; committee or board support; and everything else from the first serious conversation to the wire. Those sit with your team under an origination mandate. Any of them can move to us under a separate letter for a full mandate, and the engagement letter says so.

How we are paid

The same structure as every mandate we take.

A monthly retainer sized to the scope of the work, and a success fee on total enterprise value at closing. The retainer funds the preparation; the success fee is earned when the transaction is. You see every economic term before you sign. An origination mandate is a narrower scope, with a retainer sized to it, and exclusivity limited to the parameters we agree – sector, size, geography – so that the sourcing work is protected without restricting the rest of your programme.Fees & how we’re paid →

One side of every table. We act for sellers and we act for buyers. We never act for both in the same transaction – not as adviser to one and introducer to the other, not through an affiliate, not with a wall between the rooms. In any transaction we are in, we are on one side of it, we are paid by that side, and every participant knows which side that is. How we handle conflicts →

Who it does not suit. A sponsor who needs exclusivity across a whole sector: we protect the sourcing work inside the parameters we agree – sector, size, geography – not the market.

The other side of the table

We have sat in the owner’s chair as well as yours. The owners we approach for you answer because the approach was written by people who have received one.

How we approach an owner →

Not sure which mandate fits?

Thirty minutes with a founding partner. Bring the thesis and a view of what your team can carry; we will tell you which mandate we would recommend and why. If the answer is origination only, we will say that.