Owner buy-out: selling your company to your own holding

By Noria Bacha, founding partner of Big4PM · Updated 10 November 2026 · 2 min read

In brief. In an owner buy-out (OBO), the owner sells the company to a holding company he controls, financed by bank debt and often by a minority fund. The owner typically receives 50 to 70 % of the value in cash, keeps control, and the debt is repaid from the company's dividends.

A worked example

The company is worth EUR 20 m. The acquisition holding pays EUR 14 m in cash (EUR 10 m of bank debt and EUR 4 m from a fund) and EUR 6 m in its own shares, which the owner receives in exchange for part of his shares. The owner receives EUR 14 m and holds 60 % of the holding.

The steps

1. Valuation and structure: cash portion, reinvested portion, place for managers.
2. Selection of the financial partner and the banks.
3. Due diligence requested by the lenders and the fund.
4. Holding company, shareholders' agreement and loan documents.
5. Contribution of part of the shares and sale of the rest to the holding.

Tax

Treatment depends on the owner's residence. In France, the contributed portion benefits from a tax deferral under specific reinvestment conditions, tightened in 2026 (see France's contribution rules); the cash portion is taxed immediately. In the Gulf, the analysis focuses on corporate tax at holding level and on the owner's other countries of residence.

Common pitfalls

• Debt sized on a good year and unaffordable if trading falls.
• A minority fund with a forced exit at a fixed date.
• No real reinvestment plan for the holding.
• Owner remuneration mixed with the price.

When to call us

Before meeting funds and banks: we model repayment capacity, compare the OBO with a dividend recapitalisation or a partial sale, and prepare the file your lawyers and tax advisers will work from.

This guide is general information. It is not investment, legal or tax advice. The rules quoted must be checked by your advisers before any decision.