Search Funds: 3 Proven Frameworks Smart Founders Use to Secretly Launch and Scale Companies Through Acquisition
Search funds offer a direct path to business ownership without building from scratch, yet the strategy remains one of the most underutilized acquisition vehicles in private markets today.
Key Takeaways
- Understand how search funds operate as a structured vehicle for entrepreneurship through acquisition, bridging the gap between operators and investors in private markets.
- Learn how the search fund equity stack typically allocates between 8% and 30% of common shares to the searcher, with preference shares issued to investors carrying an 8% to 12% preferred dividend, according to Carl Lundberg in this episode.
- Discover why search funds require operators to identify a clear sector focus and specific acquisition criteria before launching a search, a discipline that research suggests shortens deal timelines.
- Consider how the search fund market differs significantly by geography, with the US roughly 10 to 15 years ahead of the UK in ecosystem maturity, according to Carl Lundberg.
- Explore why avoiding the wrong deal is as strategically important in search funds as closing the right one, and how experienced investors in your cap table can accelerate that discipline.
What Search Funds Are and Why They Matter for Acquisition Entrepreneurs
$300K–$600K raised from investors to cover salary, travel, software & due diligence costs during search
Searcher identifies industry, EBITDA range, and acquisition profile before outreach begins
Analyze many targets; leverage community and experienced investors to filter quickly
Bring in acquisition investors; negotiate equity, preference shares, and debt financing
Operator drives value creation; equity vests against IRR targets of 20%–35%
Framework: Carl Lundberg, Gerald Edelman LLP
Search funds represent one of the most structured and yet least publicized paths to business ownership available to mid-career professionals today. In this episode of Making Billions Podcast, host Ryan Miller sits down with Carl Lundberg, CEO at Gerald Edelman LLP, to explore how search funds work from the ground up. According to Lundberg, search funds broadly fall into two categories: the traditional search fund, which originated at Stanford University in the 1980s, and the self-funded search, where the entrepreneur finances the search phase from personal savings or other income sources.
The traditional search fund involves one or two individuals raising capital from investors to cover living expenses, software costs, travel, and due diligence during the period spent sourcing a target company. Lundberg explains that this raise typically falls between 300,000 and 600,000 pounds or dollars, depending on the searcher’s cost structure. Self-funded searches follow the same acquisition process but without that initial capital raise, which means the entrepreneur assumes more personal financial risk during the search phase.
Both models converge at the same endpoint: identifying a target company, structuring a transaction, and bringing in investors to fund the acquisition. Search funds are distinct from conventional private equity in a foundational way, according to Lundberg, as private equity typically starts with a portfolio of capital and then finds operators, while search funds start with the operator and build the capital structure around them. This distinction is what makes search funds such a compelling model for entrepreneurially minded professionals who want ownership, control, and meaningful upside without building a business from zero.
Search Fund Equity Structure: How Search Fund Ownership Is Allocated Between Investors and Operators
| Equity Layer | Holder | Terms |
|---|---|---|
| Preference Shares | Investors | 8%–12% preferred dividend; first priority on returns |
| Ordinary Equity (Majority) | Investors | Majority of common shares; reflects capital risk absorbed |
| Day-One Equity | Searcher | 8%–10% of ordinary shares at close |
| Tenure Vest | Searcher | Additional 8%–10%; vests on continued management tenure |
| IRR Performance Vest | Searcher | Final 8%–10%; fully vests at 35% IRR (straight-line from 20%) |
| Total Searcher Upside | Searcher | Up to 25%–30% of ordinary equity at peak IRR |
Framework: Carl Lundberg, Gerald Edelman LLP
Search funds present a practically important equity structure for prospective entrepreneurs to understand before committing to the acquisition process. In this episode, Lundberg walks through a detailed example involving a hypothetical insurance professional acquiring a 1 million EBITDA insurance broker for approximately 4 million pounds. The equity structure in search funds is not arbitrary, as it is designed to align the long-term incentives of both the operator and the investors who are backing the transaction.
According to Lundberg, investors in a search fund transaction typically receive preference shares, which carry a preferred dividend of between 8% and 12% per year. These preference shares give investors first priority on returns before common equity participates in the upside. The investor class also receives the majority of the common or ordinary equity in the business, reflecting the capital risk they are absorbing at the time of acquisition.
The searcher, the entrepreneur who identified and will operate the business, typically receives between 8% and 10% of the ordinary shares on day one of the acquisition. An additional 8% to 10% vests over time based on continued management tenure, and a final tranche of 8% to 10% vests on a straight-line basis tied to IRR outcomes, with full vesting typically achieved at a 35% IRR. This structure means the searcher can hold between 25% and 30% of the common equity in a scenario where investors are already achieving strong returns, according to Lundberg. For additional background on preference share structures in private transactions, the SEC’s small business toolkit provides foundational context on equity classification and investor rights.
Search Fund Deal Flow: How Search Funds Win in the Early Stages Without Losing Capital or Time
Search funds live and die by the quality and volume of deal flow generated during the search phase. Lundberg is direct on this point in the episode: entrepreneurs entering the search fund process must be prepared to analyze a significant number of businesses before identifying the right acquisition target. The community aspect of search funds is not incidental, as it is a strategic resource that experienced searchers use to accelerate deal sourcing and avoid costly mistakes.
According to Lundberg, one of the most common ways search fund entrepreneurs lose is by falling victim to sunk cost fallacy. When a searcher has invested months of time and effort into analyzing a specific company, it becomes psychologically difficult to walk away even as red flags emerge. Lundberg is explicit in this episode: it is far better to not do a deal than to close the wrong deal, because the opportunity cost of pursuing an incorrect target compounds across the entire search timeline.
The structural solution Lundberg recommends is ensuring that the investor group includes individuals with meaningful M&A experience. Experienced investors in a search fund cap table serve as a real-time filter, helping entrepreneurs reach a fast and well-reasoned no on unsuitable targets. This is consistent with how institutional deal teams operate in broader private markets, where deal velocity is managed by having experienced evaluators who can benchmark a target against a large prior dataset. Harvard Business Review’s research on sunk cost fallacy in M&A reinforces why this discipline is structurally important in any acquisition process, including search funds.
Search Funds vs. Private Equity: Understanding How Search Funds Differ Structurally for Operators and Investors
Search funds occupy a distinct position in the private markets environment, and understanding how they differ from traditional private equity is essential context for anyone analyzing this path. Ryan Miller describes the core distinction in this episode as follows: private equity begins with a pool of capital and drops operators into portfolio companies, whereas search funds begin with the operator and construct the capital structure around them. Lundberg confirms this framing and expands on why it matters for both sides of the transaction.
From the operator’s perspective, search funds offer more control, more equity, and a more direct relationship between personal effort and financial outcome than a typical PE-backed operating role. Lundberg notes in this episode that a highly capable, entrepreneurially driven professional placed into a private equity-owned business will often find the equity incentive insufficient and the operational mandate too constrained. Search funds resolve this by giving the operator genuine ownership and operational authority from the start of the acquisition.
From the investor’s perspective, search funds offer a concentrated bet on a highly motivated individual whose entire career and financial future is tied to a single business. Unlike a large PE fund that must deploy capital across many assets to satisfy its mandate, a search fund investor is backing one operator who is fully committed to making one acquisition succeed. Lundberg describes this as a compelling asymmetry: the check size required to participate is far lower than a typical PE fund commitment, yet the operator’s intensity and alignment is far higher. For investors analyzing alternative private market structures, Investopedia’s overview of private equity structures provides useful comparative context.
Search Fund Market Geography: Where Search Fund Opportunity Is Largest for Global Entrepreneurs
Search funds did not emerge simultaneously across all markets, and the level of ecosystem maturity varies significantly by geography. Lundberg explains in this episode that the United States is approximately 10 to 15 years ahead of the United Kingdom in terms of search fund awareness, investor familiarity, and lending infrastructure. This head start is partly structural, as Stanford and Harvard both teach entrepreneurship through acquisition in their MBA programs, creating a consistent pipeline of educated searchers and a network of investors who understand the model.
The US Small Business Administration loan program also plays a meaningful role in facilitating search fund acquisitions, according to Lundberg, by providing accessible debt financing for business purchases, a mechanism that does not have a direct equivalent in the UK. Spain is identified in this episode as the most mature market in continental Europe, with Portugal also showing significant activity. The UK is growing but still faces friction on the equity funding side, with many UK-based transactions requiring US or Spanish investors to complete the cap table.
Lundberg identifies the demographic profile of business owners as a key driver of search fund opportunity across all markets. The baby boomer generation, which founded large numbers of small and mid-sized businesses across the UK and Europe, is now approaching retirement age without clear succession plans. Many of these business owners have achieved personal financial security and do not urgently need to maximize sale proceeds, which creates conditions where a motivated searcher can negotiate favorable terms and identify significant operational improvements post-acquisition. For context on global M&A succession trends, Bloomberg’s M&A research resources offer relevant macro data on deal activity across geographies.
Search Fund Acquisition Criteria: What Search Funds Look For When Analyzing Target Companies
Target: 10%–30% EBITDA margin; margins above 30% require structural explanation before attribution to performance
High correlation between reported EBITDA and actual cash generated; asset-light models preferred
Businesses with predictable, defensible cash flow minimize post-acquisition earnings risk
Searcher’s professional background must credibly match the target industry to win off-market deals
Baby boomer founders not under price pressure; motivated by legacy, culture fit, and staff continuity
Framework: Carl Lundberg, Gerald Edelman LLP
Search funds require a disciplined approach to defining acquisition criteria before the search begins, not after a deal is already on the table. Lundberg outlines in this episode that the most effective searchers identify their target profile early and maintain consistency in that criteria throughout the search phase. This is not merely a preference, as research cited by Lundberg from a 2023 self-funded search study published by the Search Investment Group found that searchers focused on a specific industry completed deals more quickly than those pursuing an opportunistic, cross-sector approach.
The financial characteristics Lundberg identifies as core markers for search fund targets include stable cash flow, a high correlation between EBITDA and actual cash generation, and an EBITDA margin between 10% and 30%. Asset-light businesses are generally preferred in the search fund model because they generate cash without requiring significant ongoing capital expenditure. When an EBITDA margin falls outside this range on the high end, Lundberg advises in this episode that the searcher must understand structurally why the margin is elevated before attributing it to operational excellence.
Beyond financial metrics, Lundberg emphasizes the importance of sector alignment between the searcher’s background and the target business. Business founders who have built companies over many years are analyzing not just price but also the credibility and competence of the incoming operator. A searcher who can demonstrate industry knowledge and a credible plan to preserve the business’s culture, staff, and operational momentum will be significantly more competitive in off-market acquisition conversations. For educational context on business valuation multiples used in acquisitions, Investopedia’s explanation of EBITDA-based valuation provides foundational reference material.
Search Fund Community and Resources: How Search Funds Build Relationships That Accelerate the Search
Search funds operate within a relatively small but highly collaborative global community, and active participation in that community is a genuine competitive advantage for searchers at every stage. Lundberg explains in this episode that the search fund environment is notably non-competitive in its internal dynamic, as searchers openly share information, deal experiences, and lessons from failed transactions in ways that are uncommon in larger and more established sectors of private markets. This openness creates an unusual opportunity for early-stage searchers to compress their learning curve significantly.
Lundberg references several institutional resources that support the search fund community globally. The International Search Fund Centre, affiliated with IESE Business School in Barcelona and sponsored by Gerald Edelman, hosts a biannual international conference that draws participants from across the world interested in search funds and entrepreneurship through acquisition. Lundberg notes in this episode that the Barcelona conference is the largest of its kind globally, with a corresponding event held at Stanford in alternating years. For searchers based in or near London, Lundberg founded the Entrepreneurship Through Acquisition Awards, which he describes as a collaborative celebration of deals that created genuine win-win outcomes for both buyers and sellers, with the next event scheduled for November 2024.
The research community around search funds is also growing. The 2023 self-funded search study published by the Search Investment Group represents one example of the kind of empirical data that is beginning to accumulate around search fund performance and best practices. Lundberg recommends in this episode that anyone entering the search fund space read available research reports, speak extensively with searchers who have completed deals, and engage with those who have attempted deals unsuccessfully, because the failure cases contain some of the most instructive guidance available. For fund managers and capital allocators tracking emerging private market vehicles, the Wall Street Journal’s private equity coverage provides ongoing context on alternative investment structures including search-style acquisition models.
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About the Guest
Carl Lundberg is the CEO at Gerald Edelman LLP, a UK-based firm where he specializes in acquisitions, search funds, due diligence, debt funding for UK acquisitions, and management buy-ins. His work sits at the intersection of entrepreneurship through acquisition and M&A advisory, with a focus on helping entrepreneurs identify, structure, and close business acquisitions in the UK and internationally. Lundberg is also the founder of the Entrepreneurship Through Acquisition Awards held annually in London, and Gerald Edelman is a sponsor of the International Search Fund Centre affiliated with IESE Business School in Barcelona.
Lundberg is deeply embedded in the UK search fund community and works actively to expand awareness of the search fund model among mid-career professionals and investors across Europe. For those interested in connecting with Carl Lundberg or learning more about Gerald Edelman’s work in the search fund space, the firm’s awards platform is accessible at awards.geraldedelman.com. All content and insights in this episode are presented for educational and informational purposes only and do not constitute investment, legal, or financial advice.
Questions Answered in This Article
What companies do search funds typically target for acquisition?
Search funds typically target small and medium-sized businesses owned by baby boomer founders approaching retirement age. These are often fragmented, owner-operated businesses with stable earnings, such as the insurance brokerage example Carl describes with roughly 1 million in EBITDA purchased for approximately 4 million. The succession need created by retiring founders makes these businesses particularly well-suited for entrepreneurship through acquisition.
How much equity do search fund entrepreneurs receive at acquisition?
Search fund entrepreneurs typically receive between 8 and 10 percent of the ordinary shares on day one of closing, assuming no personal cash co-investment. An additional 8 to 10 percent vests over time based on continued service in a management role, and a further 8 to 10 percent vests on a straight-line basis tied to IRR outcomes ranging from 20 to 35 percent. In total, the entrepreneur can accumulate roughly 25 to 30 percent of the ordinary equity upon achieving strong investor returns.
What are the most common mistakes that cause search funds to fail?
The most common mistake is succumbing to the sunk cost fallacy, where entrepreneurs continue pursuing the wrong acquisition target simply because they have already invested significant time in the process. Carl emphasizes that not doing a deal is far better than doing the wrong deal, since the opportunity cost of pursuing an incorrect business is substantial. Building an investor base with genuine M&A experience helps searchers identify red flags early and reach a quick, disciplined no before deeper resources are committed.
How do search funds deliver 35 percent annual returns to investors?
Search fund investors benefit from acquiring focused, well-run small businesses at reasonable multiples while having a highly motivated operator whose entire career depends on the success of that single company. The equity structure is designed so that the entrepreneur’s carried interest fully vests only when investor IRR reaches 35 percent, directly aligning operator behavior with investor return targets. Investors also receive preferred shares with dividends of 8 to 12 percent, providing a return cushion while ordinary equity appreciates.
What is the difference between search funds and traditional private equity?
Traditional private equity firms start with a pool of capital and then source operators to run acquired businesses, while search funds start with a specific operator who then identifies the business to acquire and build. In a PE fund with 200 million to deploy, not every portfolio company receives optimal management attention, whereas in a search fund structure the operator is singularly focused on one business because it represents their entire career. Search funds also require lower minimum check sizes from investors and provide the entrepreneur with significantly more equity upside and operational control than a typical PE-backed management role.
How do entrepreneurs source and select deals in a search fund?
Deal flow is a central challenge, and Carl notes that searchers must be prepared to evaluate many opportunities before identifying the right acquisition target. Engaging with the search fund community, including those who have completed deals and those who have not, provides practical benchmarks for evaluating target companies. Establishing clear criteria for target characteristics early in the search period is essential, as pursuing the wrong company carries a significant opportunity cost even if the searcher eventually finds another deal.
What due diligence process should search fund investors require before committing capital?
Investors with direct M&A experience are best positioned to identify industry-specific red flags quickly and push for an early decision to proceed or walk away from a target. Carl describes due diligence costs as a standard line item in the search fund budget, alongside software, travel, and salary expenses, with total search capital typically raised between 300,000 and 600,000. Having experienced investors in the syndicate who have evaluated many deals provides a critical benchmark, allowing the group to set clear conditions on what must be confirmed before acquisition capital is committed.
How do search fund investors structure exits and achieve liquidity?
Search fund investors hold preference shares with priority dividends of 8 to 12 percent, providing ongoing income while the business is owned and operated. The ordinary equity, of which investors retain the majority after the entrepreneur’s allocation, appreciates as the operator grows the business, with the vesting structure tied to IRR thresholds that incentivize the entrepreneur to drive value toward exit. While Carl does not detail a specific exit timeline, the IRR framework, which begins at 20 percent and targets full vesting at 35 percent, implies a structured horizon against which investor liquidity is measured.
Topics Covered in This Article
- What search funds are and how the traditional versus self-funded search models differ for acquisition entrepreneurs
- Search fund equity structure: how preference shares, common shares, and IRR-based vesting work in practice
- How search fund deal flow is generated and managed during the search phase
- The sunk cost fallacy in search fund searches and how experienced investors help prevent bad acquisitions
- How search funds compare to private equity for both operators and capital investors
- Search fund market geography: the maturity gap between the US, UK, Spain, and Portugal
- Search fund acquisition criteria: EBITDA margins, cash conversion, and sector alignment
- Community resources, research studies, and conferences that support the global search fund ecosystem
- How the baby boomer succession wave is creating acquisition opportunities for search fund entrepreneurs
- Why search funds represent a win-win structure for business sellers, operators, and equity investors
Search Fund Operator Mindset: How the Best Search Fund Searchers Build Conviction Before Closing a Deal
Search funds demand a particular kind of psychological discipline from the entrepreneur at the center of the transaction, one that goes well beyond financial modeling or deal structuring. In this episode, Lundberg makes clear that the most successful searchers approach the acquisition process with a dual commitment: deep conviction about their sector and genuine humility about what they do not yet know about a specific target. This combination of confidence and intellectual honesty is what separates searchers who close great search fund deals from those who either walk away too early or commit to the wrong business.
Lundberg explains that business founders who have built companies over many years are not purely motivated by price when selecting a successor buyer. They are analyzing whether the incoming operator understands the business, respects the culture, and has a credible plan to continue what was built. A search fund entrepreneur who can walk into that conversation with genuine sector knowledge and a specific operational vision will consistently outperform a generalist buyer, even when offering a lower headline valuation.
The operator’s personal financial commitment to the outcome is also a structural signal that experienced investors find compelling in the search fund model. Unlike a professional manager placed into a company by a PE sponsor, the search fund entrepreneur has invested months of their career, and in many cases their personal savings, into reaching the moment of acquisition. According to Lundberg in this episode, that level of personal commitment creates an alignment dynamic that is difficult to replicate in any other private markets structure. For additional educational context on how operator alignment affects business outcomes post-acquisition, Harvard Business Review’s research on founder-operator dynamics offers relevant framing for anyone studying the search fund model.
Search Funds and the Succession Wave: Why the Search Fund Demographic Moment Is Now
Search funds are entering one of the most favorable macro environments in their history, driven by a demographic shift that is quietly transforming the supply side of small and mid-market M&A across the UK, Europe, and North America. Lundberg explains in this episode that the baby boomer generation of business owners, who founded companies across a wide range of industries during the 1970s, 1980s, and 1990s, is now reaching retirement age without clear succession plans in place. This dynamic is creating a substantial inventory of profitable, well-established businesses whose owners are motivated to transition but are not under pressure to maximize sale price.
According to Lundberg, many of these business owners have already achieved personal financial security. They have paid off their mortgages, acquired holiday properties, and accumulated enough wealth that the marginal value of an additional increment of sale proceeds is low relative to the value of knowing their business will be well cared for. This creates a negotiating environment where a motivated and credible search fund entrepreneur can compete effectively against larger institutional buyers, not by offering the highest price, but by offering the most compelling succession narrative.
The fragmentation of the small and mid-market business environment in the UK specifically amplifies this opportunity for search fund operators, according to Lundberg. M&A has historically been less common among UK SMEs than among comparable businesses in the United States, meaning the pipeline of transition-ready businesses is large and relatively untapped by acquisition entrepreneurs. Lundberg describes this as one of the most important structural tailwinds behind the growth of search funds in the UK market today. For context on the broader succession challenge facing small and mid-sized businesses across developed markets, Forbes has published extensive coverage on business succession planning trends that provides useful macro backdrop for anyone studying the search fund opportunity.
Search Fund Investor Perspective: What Capital Allocators Evaluate Before Writing a Search Fund Check
Search funds present a distinctive due diligence challenge for capital allocators because the primary underwriting decision is not the business being acquired, but the individual who will acquire and operate it. Lundberg explains in this episode that experienced search fund investors spend considerable time analyzing the searcher’s personal background, sector expertise, intellectual honesty, and capacity to execute before committing to a search fund investment. This is a fundamentally different analytical framework than the financial modeling and portfolio construction logic that governs most private equity or venture capital allocation decisions.
According to Lundberg, the check sizes required to participate in a search fund transaction are significantly lower than a typical commitment to a traditional private equity fund, which lowers the barrier to entry for individual investors and family offices who want exposure to the private markets acquisition model. This accessibility is one of the reasons the search fund investor community has grown in parallel with the searcher community, as more individuals with M&A and operating experience recognize that backing a highly motivated entrepreneur in a single business acquisition can offer an attractive risk-reward profile relative to a diversified fund structure. Lundberg is careful in this episode not to make performance guarantees, but frames the appeal as rooted in the intensity of operator alignment.
Investors with operational or M&A backgrounds also bring more than capital to the search fund relationship, according to Lundberg. Their ability to quickly benchmark a target company against prior deal experience, identify sector-specific red flags, and coach the searcher through deal dynamics is a form of value creation that compounds well beyond the initial capital contribution. This is why Lundberg recommends in this episode that searchers prioritize building a cap table of experienced operators and deal-makers over simply maximizing the dollar value of investor commitments. For educational reference on how private investors analyze alternative deal structures, the SEC’s small business investment education resources provide foundational context on investor rights and deal mechanics in privately structured transactions.
Search Fund Next Steps: How to Move From Search Fund Awareness to Active Execution
Search funds reward preparation, and the transition from intellectual interest to active search requires a deliberate set of early actions that Lundberg outlines clearly in this episode. The first step for any prospective searcher is deep engagement with the existing research and community resources available in the ecosystem, including academic studies, conference materials, and direct conversations with individuals who have completed or attempted search fund acquisitions. Lundberg is explicit in this episode that speaking with people who have unsuccessfully attempted deals is as valuable as speaking with those who have succeeded, because the failure cases contain the most concentrated lessons about where the process breaks down.
The second critical step, according to Lundberg, is defining a specific sector focus before initiating any outreach to potential acquisition targets. Search fund entrepreneurs who approach the market with a clear investment thesis rooted in their own professional background move faster, win more competitive situations, and build more credible relationships with both business owners and investors than those pursuing an opportunistic cross-sector approach. This sector specificity is not a limitation, as it is a competitive advantage that compounds throughout the search phase and into the post-acquisition operating period.
For those seeking community infrastructure and institutional support in the UK, Lundberg points to the Entrepreneurship Through Acquisition Awards hosted in London and the International Search Fund Centre affiliated with IESE Business School in Barcelona as two of the most accessible entry points into the global search fund community. These platforms provide access to peer networks, research, and investor relationships that can meaningfully accelerate a searcher’s timeline from initial interest to signed letter of intent. Anyone exploring the search fund path as an operator, investor, or advisor is encouraged to engage with primary source research and community resources before making any commitments, as all content discussed in this episode is presented strictly for educational and informational purposes. For ongoing coverage of entrepreneurship through acquisition trends and private market deal activity, the Wall Street Journal’s private equity and deal coverage offers regularly updated context on the broader acquisition environment in which search funds operate.
For Fund Managers Raising $10M to $500M+
The Room You Have Been Trying to Get Into
The fund managers closing institutional LPs are not smarter than you. They are better positioned. Fund Raise Capital works exclusively with alternative asset managers who are serious about building a capital raising machine — not guessing their way through LP conversations.
This is not a course. This is not a community. This is direct access to the frameworks, relationships, and infrastructure used by fund managers operating at the highest levels of the alternative asset industry.
About the Guest
Carl Lundberg is the CEO at Gerald Edelman LLP, a UK-based firm where he specializes in acquisitions, search funds, due diligence, debt funding for UK acquisitions, and management buy-ins. His work is concentrated at the intersection of entrepreneurship through acquisition and M&A advisory, with a specific focus on helping entrepreneurs identify, structure, and close business acquisitions across the UK and internationally.
