Why everyone is talking about Club Deals today
In recent years, the term "Club Deal" has firmly entered the vocabulary of entrepreneurs, family offices and private investors. It is, in essence, a form of collective investment in which a small group of investors pool capital and skills to support a specific transaction — often the entry into the capital of an unlisted SME.
It is a model that has become established precisely in the world of Italian SMEs, where many entrepreneurs and managers prefer "tailor-made" deals over generalist funds or competitive auction processes.
If you are thinking of selling your company (or a stake in it) or acquiring one, understanding how a Club Deal really works can make the difference between an improvised deal and a structured, safer and more efficient journey.
What a Club Deal really is
A Club Deal is, in practice:- a small group of investors (entrepreneurs, managers, family offices, HNWIs);- who decide to invest together in a single deal, not in a generic fund;- with a governance structure defined ad hoc for that deal (shareholders' agreements, voting rights, exit mechanisms).
Some distinctive features:- focus on SMEs and unlisted companies: typically family businesses, companies in generational transition or businesses ready to scale up;- flexible tickets: each investor takes part with a share consistent with their own profile, but the overall deal can reach significant volumes thanks to the sum of capital;- active involvement: there are often entrepreneurs and managers in the Club who also bring operational skills, not just money.
How does it differ from other instruments?- It is not an investment fund: there is no vehicle raising "blank" capital and then deciding where to invest it; the Club is built around a concrete deal.- It is not crowdfunding: investors are few, selected and often already connected to each other; it is not a public retail fundraising.- It is more flexible than traditional private equity: the rules of the game (duration, rights, remuneration, governance) are tailored to each transaction.
The seller's perspective: how a Club Deal can help you sell the company
If you are an entrepreneur who wants to sell, a Club Deal can represent a concrete alternative compared to a single industrial buyer or a private equity fund.
- More options and greater "healthy" competition. A Club Deal brings to the table more parties with available capital, greater overall investment capacity and the possibility of structuring hybrid solutions (sale of a majority, of a qualified minority, earn-out, reinvestment by the entrepreneur, etc.). This often translates into greater negotiating power on price and into more articulated deal structures that take into account both financial and family and managerial needs.
- Continuity and respect for the company's history. The investors in a Club Deal, especially if entrepreneurs or family offices, often have a long-term horizon and are sensitive to issues such as: continuity of management; protection of key personnel; preservation of brand and territorial roots. For the entrepreneur selling, this means being able to set up a deal in which the company is not "torn" from its context but a gradual and shared handover is built.
- More structured timing and process. A well-managed Club Deal involves clear documentation (teaser, information memorandum), a coordinated due diligence process and a negotiation assisted by advisors who speak both the language of entrepreneurs and that of investors. This reduces the likelihood of endless negotiations, sudden U-turns and "withdrawals" by the buyer at the last minute.
The buyer's perspective: how a Club Deal helps you acquire better (and with less risk)
If you are an entrepreneur or investor who wants to buy a company, joining a Club Deal offers some key advantages.
- Risk diversification and sustainable tickets. Instead of bearing 100% of the deal on your own, you can take part with a share of capital consistent with your profile, share the risk with other investors and access deals that, on your own, you could not size. In practice, you can "move up a category" in your target deals without exposing yourself excessively.
- Access to complementary skills. In the Club, you might find yourself alongside entrepreneurs from sectors other than your own, managers with experience in finance, HR, digital, internationalisation and family offices used to managing generational transitions and extraordinary deals. This means making more informed investment decisions and having, right from the start, an "extended board" supporting the journey of the investee company.
- Selected deal flow and less "noise". In an SME market that is still poorly intermediated, working in a Club Deal often means seeing selected opportunities, already pre-screened by specialised advisors and platforms, reducing the time spent on dossiers that are not consistent or mature and focusing on companies where there is real alignment of expectations between seller and investors.
How a Club Deal on an SME works operationally
With many variations, the "logical thread" of a typical Club Deal on an SME is this:
- Origination and target selection. An advisor or platform identifies sellable companies with clear characteristics: size, sector, positioning, motivations for the sale. A teaser and then an information memorandum are prepared for interested investors.
- Setting up the Club and defining the investment thesis. A small group of investors is identified who share objectives, time horizon and role in the deal. The percentage of capital to be acquired, the broad industrial plan and the governance rules are defined (who sits on the Board, who leads execution, etc.).
- Valuation, due diligence and term sheet. The economic and financial valuation of the SME is carried out, along with the due diligence (legal, tax, accounting and possibly environmental) and the negotiation of a binding term sheet, followed by the SPA (Share Purchase Agreement).
- Financial structuring and closing. The investors pay their respective capital contributions into the agreed structure (corporate vehicle, direct capital increase, etc.). In more structured contexts, especially in M&A deals of a certain size, part of the price or funds may be handled through dedicated escrow accounts, entrusted to independent trust companies.
- Post-closing governance. The shareholders' agreements and governance arrangements that have been defined become operational: operational roles, reporting, incentive plans (e.g. management buy-in / buy-out), exit mechanisms (tag along, drag along, put/call options, etc.).
Escrow accounts and trust companies: the "neutral safe" of the Club Deal
One of the most delicate points of a purchase and sale — especially when it involves family SMEs — is mutual trust:- the seller fears not collecting properly or having the price challenged afterwards;- the buyer fears discovering hidden problems (debts, disputes, operational issues) after closing.
This is where the escrow account comes in.
An escrow account is a bank or trust account in which a neutral third party, the escrow agent, holds sums of money (or other assets) until specific contractual conditions are met. In an M&A deal or a Club Deal on an SME, it can be used for various activities:
- depositing part of the purchase price as security for the seller's representations and warranties;
- covering possible indemnities in the event of unknown liabilities emerging after the closing;
- managing earn-out mechanisms, tying the release of the sums to future results of the company.
The escrow agent is an independent trust company, which plays a technical and neutral role: it opens and manages the escrow account dedicated to the deal, verifies compliance with the conditions set out in the escrow agreement and releases the sums in favour of the seller or the buyer upon the occurrence of the agreed events.
Specialised trust companies offer precisely this type of dedicated escrow service, with high standards of confidentiality and independence. For an entrepreneur or investor taking part in a Club Deal, this translates into greater security in the execution of the contract, a reduction in the risk of disputes and the possibility of structuring articulated guarantees without blocking the entire deal.
When it makes sense to use a Club Deal for your SME: 3 typical cases
- You are an entrepreneur who wants to sell (all or part of) your own company. You have built up a solid SME over the years but you do not have a generational handover ready, you want to bring forward the moment of monetising the value created and you want to ensure continuity for people and customers. In this case, a Club Deal can offer you multiple investors with complementary capital and skills, allow you to stay on board with a minority stake, accompanying the handover, and structure a gradual exit, with part of the price in escrow as security and earn-out mechanisms on future results.
- You are an entrepreneur who wants to grow through acquisitions. You want to grow through buy & build or expansion into new markets, but you do not want or cannot tie up too much capital in a single deal and you need support in the analysis, negotiation and integration phases. Joining a Club Deal allows you to share capital and risk with other investors, benefit from advisors and teams with M&A experience and maintain a strategic role in the management of the target company.
- You are a private investor or family office looking for real-economy exposure. You are looking for exposure to selected Italian SMEs, deals with a clear industrial plan and potentially superior returns to a mere financial investment. A Club Deal allows you to enter confidential deals outside public circuits, have direct visibility on the industrial project and rely on more sophisticated protection mechanisms (escrow, guarantees, governance) compared to an individual direct investment.
Club Deals, escrow and SMEs: what to take home
In summary:- the Club Deal is a practical tool for pooling capital and skills on a single deal in a flexible and tailor-made way;- for the seller, it is a way to better enhance the company, manage the generational handover and protect continuity;- for the buyer, it is a lever to do larger deals, sharing risk and decisions with other qualified investors;- the use of escrow accounts managed by trust companies — such as Across Fiduciaria — helps make the journey safer and more transparent for all parties.
If you are considering selling your company or acquiring one through a Club Deal, the next step is to define your objectives (sale, acquisition or investment) and to assess, with the support of specialised advisors, whether this is the most suitable format for your specific situation.
