Search Fund? Here’s What You Should Know

Last week, I caught up with an old friend over coffee. He runs a mid-sized manufacturing company – been at it for over 20 years. Somewhere between our talk about the current global political environment and how crazy the tariff imposed by the US, he said, “I got this email from a young entrepreneur asking if I’d consider selling. Said he’s running a ‘search fund.’ Should I take it seriously?”

If you’ve never heard of a search fund, you’re not alone. But if you’re a business owner, especially in Southeast Asia, this might be something worth paying attention to.

Let’s break it down.

What is a Search Fund, Really?

Think of it as a different kind of startup – not one building a new app or product, but one where the goal is to find a great business, buy it, and run it for the long haul.

Typically, someone or a group of people (usually an ivy-league MBA graduate or seasoned operator with solid experience) raises some money from investors to fund a “search” for a good, stable business to acquire. Once they find the right one, they raise more money from the same backers (and maybe a few new ones) to buy the company and step in as CEO.

It’s not about flipping the company. It’s not about making drastic changes. It’s about long-term value, responsible ownership, and continuity.

And in 2025, Southeast Asia has quietly become one of the most exciting regions for this model. The timing makes sense as many business owners are thinking about succession. Retirement is on the horizon, but legacy still matters.

What Are These Search Funds Looking For?

Let me walk you through what they’re typically evaluating, based on conversations I’ve had with several searchers, investors, and former sellers:

1. A Profitable, Predictable Business

Searchers are drawn to businesses with stable, recurring revenue and healthy margins. They’re not chasing hypergrowth or the next big tech disruption. They want something steady. Ideally, you’ve been EBITDA-positive for a few years, and the numbers make sense even in a slower economy.

It’s the kind of business that might fly under the radar, quietly successful, built on relationships, and delivering consistent value.

2. A Defensible Position in the Market

In a layman way, this means your business has something that’s hard to replicate. Maybe it’s long-term contracts or good relationships with long term suppliers/customers. Maybe it’s a niche product or regulatory licenses that others can’t easily get. Maybe it’s a rock-solid reputation built over decades.

They’re not necessarily looking for cutting-edge innovation. They’d rather have a strong moat than a shiny new toy.

3. Clean Financials and Transparent Operations

This is the non-negotiable. Investors backing these funds are serious people – they want clean books, clear records, and no unpleasant surprises. You don’t need to have a Big Four audit, but your numbers should hold up under scrutiny.

Think of it like selling your house. It doesn’t need marble floors, but the plumbing/piping better work.

4. Room to Grow.

Search funds love businesses that are already solid but have clear, achievable paths for improvement. Maybe your marketing has been old-school, or you have not been streamlining your processes with technology or you haven’t fully tapped into regional markets. That’s the exact key points these Search Funds are looking for. What they don’t want is a turnaround project with toxic culture, debt issues, or broken systems.

A good foundation with room to scale, that’s the sweet spot.

Why Southeast Asia? Why Now?

In 2025, there’s a strong tailwind. Especially with the uncertainty in Trump’s Tariff move, SEA market is large enough to self-sustain. 

While many SME founders are nearing retirement and succession is a growing concern. Meanwhile, a new wave of entrepreneurial talent is returning from global business schools, eager to lead. Investors are also warming up to search funds as a viable alternative asset class.

Combine these forces, and you get a region ripe for this kind of ownership transition.

Should you consider a Search Fund Buyer?

If you’re a business owner who:

  • Is profitable but getting tired of day-to-day operations.
  • Wants to preserve the legacy of what you’ve built.
  • Is open to transitioning leadership over time

…then yes, it’s worth having the conversation. Not every inquiry will be the right fit, and not every searcher will be ready. But the right match can be a win-win.

I’ve seen it happen—a friend sold his logistics company to a search fund operator two years ago. Today, he sits on the board, the new CEO is growing the business, and he finally got to spend more time with his family without worrying about payroll. Plus, if the company becomes large enough and goes to IPO/acquired, he still made a very handsome return.

Net Working Capital After M&A: The Make-or-Break Factor Nobody Talks About

Picture this: you bought a house and then realised you didn’t budget for the movers, the new locks, the lawyer fee, the renovation, the furniture? That’s what happens in M&A when companies overlook net working capital (NWC). It’s like buying the house and forgetting that you actually need cash flow to keep the lights on.

Now, if you’ve ever been involved in a deal—whether as a CFO, a founder, or just the poor soul stuck in due diligence—you know how much effort goes into closing. 

Valuations, synergies, legal battles… it’s a ring of tactical warfare and once the confetti settles, the real game begins: keeping the business running smoothly. And that’s where NWC can sneak up and kick you in the balls (from my pov, cos uncle is a male).

What’s the Big Deal with Net Working Capital (“NWC”)?

NWC is essentially the cash cushion that keeps the business afloat day-to-day. It’s the difference between current assets (stuff like accounts receivable and inventory) and current liabilities (bills, salaries, supplier payments—aka the stuff you owe). Get this wrong post-acquisition, and you’ll quickly find yourself in a cash crunch.

Here’s a classic scenario: A buyer acquires a company based on historical NWC, but right after the deal closes, they realize that the seller has aggressively collected receivables and slowed down payables to make the balance sheet look good. 

What does that mean? The buyer now has to pump in extra cash just to keep the business running. Fun times.

The Great Negotiation Dance

In most deals, buyers and sellers negotiate a target NWC. This target is typically an average of the company’s working capital over the past 12 months. But here’s the kicker—seasonality, business cycles, and one-off events can mess with these numbers. If you’re not careful, you might inherit a business that looked healthy on paper but is actually gasping for air.

Take retail, for example. If you buy a company right after the holiday season, the working capital might be artificially high because of all the cash from Christmas sales. But come March, when sales dip and inventory is bloated, you’re in for a surprise. That’s why timing and deep diligence matter.

Imagine buying Manchester United Football Club (one of the most valuable club in the world) but now you have to spend 10% of your purchase value to fix the old stadium – one of your main revenue generator (yeah.. I’m not a fan).

Recent Trends: Why NWC is Even Trickier in 2025

With supply chain disruptions still lingering and inflation throwing cost structures out of whack, NWC has become a minefield. Companies are holding more inventory to hedge against delays, and payment terms are getting stretched on both sides. Just last quarter, a buddy of mine was advising on a mid-market deal where the buyer underestimated post-close cash needs by 40%—all because supplier lead times had doubled.

Another trend? Private equity (PE) firms are getting savvier. They’re baking in tighter NWC adjustments to avoid surprises. But some strategic buyers? Still getting burned. They focus on EBITDA (earnings before interest, taxes, blah blah blah) and forget that positive EBITDA doesn’t mean cash magically appears in the bank.

So, How Do You Avoid an NWC Disaster?

  1. Scrub the Numbers Harder Than Ever – Look beyond averages. Analyze trends, seasonality, and outliers. If there was a sudden dip or spike in working capital, ask why.
  2. Understand the Seller’s Game – Is the seller playing with receivables and payables? Are they delaying payments to suppliers to pump up cash flow? You gotta know.
  3. Model Post-Close Scenarios – Assume things will go sideways. What happens if collection cycles slow down? If customers take longer to pay? Build these into your forecasts.
  4. Negotiate a Fair NWC Target – Don’t just accept a rolling average. Push for a structure that reflects business realities post-close.
  5. Have a Cash Buffer – Always, always assume you’ll need more cash post-close than you think. Because you probably will.

Let’s Talk

Ever seen an NWC nightmare firsthand? Or maybe you’ve got a war story about a deal that almost went sideways? Let uncle know, I’d love to hear how you navigated the chaos. And if you’re in the middle of a deal right now, well… may your cash flows be ever in your favor, “may the cash.. flows be with you” 

When Theory Meets Reality – 2/2

What the Textbooks Miss in Valuation Practice (Part 2)

The DCF Trap: When Perfect Math Meets Imperfect Reality

DCF might look great in a textbook, but in real life? It can be a bit of a trap. It’s built entirely on forecasted assumptions, and you know how that goes. Especially in M&A, where the seller is probably handing you a forecast that’s, let’s say, optimistically inflated.

Take a business generating $500 in free cash flow. Using an 8% growth rate and a 10% discount rate, you get a DCF of $23,310. Change those assumptions by just 1%, and the valuation can drop by half. The model is only as good as the guesswork behind it.

Why Comparable Transactions Are the Real MVP

This is why I lean on comparable transactions. They provide a sanity check against market reality. If DCF is the theory, comparables are the antidote. They help you understand the range of multiples in similar deals and adjust for qualitative factors like market potential and risk.

But here’s the rub: In high capex industries, EBITDA multiples can be misleading. Two businesses with the same EBITDA might have very different capital needs. The solution? Use EBITDA less recurring capex as your metric. It’s a closer proxy to real cash flow and a much better basis for valuation.

Synergies: The Good, The Bad, and The Ugly

When it comes to synergies—the supposed magic that creates deal value—always separate the hard synergies (quantifiable and reliable) from the soft ones (more like wishful thinking). You might share some hard synergies with the seller in a competitive bid, but never, ever bake soft synergies into your valuation offer. That’s a recipe for disaster.

The Reverse DCF: A Real-World Application

While I’m not a huge fan of DCF in traditional scenarios, I do like using a reverse DCF to validate valuations. You start with a market-based valuation, then work backward to see what growth and discount rate assumptions it implies. It’s a great way to test whether your assumptions are grounded in reality.

Practical Steps for Valuing a Business

Alright, let’s wrap this up with a practical framework I use:

  1. Understand the acquisition perimeter – What exactly are you buying?
  2. Break down the business into cash-generating units – Separate profit-makers from loss-makers.
  3. Choose your valuation method – Earnings-based or asset-based.
  4. Apply the right multiples – Use comparables, adjust for capex needs, and ensure your assumptions make sense.
  5. Backtest with a reverse DCF – This is your reality check.
  6. Include hard synergies only – And decide how much of that value to include in your offer.

So, What’s the Bottom Line?

Valuation is messy. It’s part art, part science, and part gut feeling. The smartest deals I’ve seen are the ones where the price is so good, the details almost don’t matter. When you buy well, you create a margin of safety that smooths over any miscalculations.

But hey, that’s just my take. What’s been your experience with valuation? Have you seen deals where the “textbook” approach fell short? come email uncle at TalkTo@UncleHuat.com

Company Analysis – Bristol-Myers Squibb (BMY)

*These information are as of 07 February 2025.

1. Executive Summary

Key Points

Bristol-Myers Squibb (BMY) is a global biopharmaceutical leader specializing in innovative therapies for oncology, immunology, cardiovascular diseases, and neuroscience. Recent performance highlights include:

  • Q4 2024 Revenue: $12.3B (+8% YoY), driven by growth in key products like Eliquis (+11%) and Opdivo (+4%)1515.
  • Full-Year 2024 Revenue: $48.3B (+7% YoY), with a GAAP net loss of $(4.41) per share due to acquisition charges.
  • 2025 Guidance: Revenue projected at ~$45.5B (down ~6% YoY) due to generic competition, with adjusted EPS of $6.55–$6.85.

Investment Thesis

BMY presents a mixed outlook:

  • Strengths: Robust pipeline (10+ new molecular entities by 2030), strategic cost-cutting ($2B savings by 2027), and leadership in oncology.
  • Risks: Near-term revenue decline from patent expirations (Revlimid, Eliquis, Opdivo) and high debt ($10B repayment target by mid-2026).

2. Business Overview

What the Company Does

BMY develops and commercializes therapies for serious diseases, with key products:

  • Oncology/Hematology: Opdivo (cancer immunotherapy), Revlimid (multiple myeloma).
  • Cardiovascular: Eliquis (anticoagulant).
  • Neuroscience: Cobenfy (schizophrenia, approved 2024).

Industry Positioning

  • Leader in oncology and immunology, ranked among top global pharma companies by revenue.
  • Niche player in neuroscience after acquiring Karuna Therapeutics ($14B).

Competitive Landscape

  • Major Competitors: Merck, Pfizer, Roche, Johnson & Johnson.
  • Differentiation: Strong oncology portfolio (Opdivo), diversified pipeline, and strategic acquisitions (e.g., Karuna, RayzeBio).

3. Financial Analysis

Historical Performance (2020–2024)

Metric20202021202220232024
Revenue ($B)42.546.446.245.048.3
Net Margin (%)15.218.920.417.8-15.3
Operating Cash Flow ($B)10.211.112.010.510.5

Key Ratios (2024)

  • Profitability: ROE = -16.64%, Net Margin = 17.83%.
  • Efficiency: Asset Turnover = 0.39
  • Valuation: P/E = -16.64, EV/EBITDA = 21.93
  • Leverage: Debt-to-Equity = 2.99

Cash Flow & Dividends

  • Generated $10.5B operating cash flow (2024)
  • Dividend yield = 4.14%

4. Growth Prospects

Market Opportunities

  • Oncology: Expanding Opdivo indications and cell therapies (e.g., Abecma).
  • Neuroscience: Cobenfy expected to generate $1B+ annually by 2030.

Management Guidance

  • Targeting $45.5B revenue in 2025 (-6% YoY) due to generics impact.
  • Prioritizing R&D reinvestment and cost optimization.

Innovation & R&D

  • Invested $28B in R&D over 2022–2024
  • Pipeline includes 50+ compounds, with 10+ potential approvals by 2030

5. Competitive Advantages (Moats)

Economic Moat Analysis

  • IP Portfolio: 30+ major lifecycle management indications in 2025–2030
  • Oncology Leadership: Opdivo remains a standard-of-care in melanoma and NSCLC

Sustainability

Moat durability hinges on successful pipeline execution and offsetting ~$10B revenue loss from generics by 2028

6. Risks

Industry-Specific

  • Drug pricing reforms (Inflation Reduction Act impact on Eliquis)
  • Generic competition for Revlimid, Eliquis, and Opdivo

Company-Specific

  • High debt ($10B repayment target by 2026)
  • Integration risks from acquisitions (e.g., Karuna)

7. Valuation & Recommendation

Intrinsic Valuation

  • DCF model suggests fair value of $464.62[User-provided prior analysis].

Comparative Valuation

MetricBMYIndustry Avg.
P/E-16.6421.0
EV/EBITDA21.9313.5

Uncle’s thinking: Hold. Near-term risks offset long-term pipeline potential.

8. Conclusion

Key Takeaways

  • BMY’s growth portfolio (+21% in Q4 2024) shows promise, but generics will pressure revenue through 2025.
  • Cost-cutting ($2B by 2027) and pipeline execution are critical.

Actionable Insight

Monitor:

  1. Cobenfy’s commercial uptake and Phase III trials.
  2. Progress on debt reduction and margin improvement.

Guiding Principles Applied

  • Economic Moat: Strong in oncology but challenged by patent cliffs.
  • Valuation Discipline: High EV/EBITDA suggests limited upside.
  • Risk Assessment: Diversification needed to mitigate generics impact.