This was discussed at the BeBeez Networking Cocktail last December 2nd, hosted by Newport&Co and Rinaldi e Associati law firm
Corporate carve-outs are becoming a hot topic in Italy, driven by a wave of new investors with long-term visions and lean governance structures. This was the core theme of the BeBeez Networking Cocktail “Operazione Carve-Out”, hosted by Newport & Co and RASS-Studio Legale Rinaldi e Associati, which brought together seasoned legal professionals and pioneering operators in the permanent capital space. The event showcased how perpetual compounders, investment vehicles designed to hold and grow businesses over decades, are redefining the approach to m&a in Europe and Italy in particular.
Click here to see the video of the round table
The discussion was sparked by the recent acquisition of Prodotti Baumann srl (see here a previous article by BeBeez) by Newport & Co., a newly launched Italian holding company backed with 30 million euro by US-based Hampton River Partners (see here a previous article by BeBeez). This marked Newport’s first deal and Italy’s last case of a carve-out led by a perpetual compounder. The roundtable explored the logic, challenges, and opportunities behind this model, offering rare insight into how institutional capital is adapting to legacy industrial assets.
“We back. exceptional operators and entrepreneurs to build acquisitive holding companies over a long period of time”, Matthew Morris, founder of Hampton River, connecting from Texas, said. And added: “We focus on a few uh choice sectors so thus far we’ve invested in industrials so niche niche industrials manufacturing B2B services and software. We find that these markets have very strong repeat demand. very high customer captivity. So we focus on backing exceptional leaders to acquire businesses in these specific sectors. And we spend our time trying to find leaders who have an edge in acquiring and operating companies in these markets. What we like to do is give them capital, governance structure, and a mandate to build something that compounds for decades rather than giving them capital so to investing in something and hoping that they sell it three to five years down the road. We found all that in the Newport&Co’s team and Italy is a particularly attractive market given its high density of mid-sized industrial companies”.
A changing legal and regulatory backdrop
Andrea Lazzaretti, equity partner at RASS law firm, opened the discussion by highlighting how recent changes in Italian legislation have helped to make carve-out transactions more feasible and attractive. The evolution of insolvency law and the implementation of the EU mobility directive have widened the scope of hive-down operations and simplified the legal path for divesting core businesses from distressed or strategically misaligned groups.
“The 2025 reform of the insolvency law and the mobility directive implementation has broadened the carve-out toolkit,” said Lazzaretti. “Today it’s easier to separate a viable business unit from a struggling parent company, which is essential when you want to preserve value.”
In parallel, ESG pressures are forcing companies to streamline operations. As firms face stricter sustainability reporting obligations, divesting non-core or non-compliant assets has become a strategic necessity, further fueling the supply of potential carve-out opportunities.
Why carve-outs suit permanent capital
Carve-out deals are inherently complex: they require a granular understanding of how to separate a business unit, establish stand-alone governance, and rewire operational processes. For this reason, they are not well suited to short-horizon private equity players, but align perfectly with the logic of permanent capital.
“Traditional private equity doesn’t like carve-outs,” said Tom Van der Haegen, co-founder of Newport &Co. “These deals are difficult to exit and need time to fix and grow. We, instead, think in decades. That’s why carve-outs are a natural fit for us.”
Van der Hagen emphasized that the Newport model blends the accountability of a strategic buyer with the agility of a private equity fund. “We don’t plan to sell. So we need the business to work from day one,” he added. “Our approach basically thinks in decades, so our objective is to build a flywheel and have net contributors to our cash flow to do more deals. So when we look at an investment, we always think, ‘Can this business work?’ Because we are not going to sell it. So the upside for sellers is we have the same logic that a strategic buyer would have— so continuity and accountability. Because we’re not selling, this thing has to work and is going be accounted in our consolidated accounts, so need to be accountable. On the other hand we have the same speed as a private equity firm”. Then “we take ownership, but we also delegate responsibility through decentralised governance”.
Governance: decentralisation as a core principle
The Newport approach to governance was one of the most discussed topics at the roundtable. Unlike traditional holding companies that centralize decision-making, Newport’s structure is built on lean teams and autonomy at the subsidiary level.
“We don’t want to run HR, finance or IT at portfolio companies,” said Jimmy Clarini, chief development officer of Newport&Co. “Our role is to acquire, define the strategic direction, and then leave management to operate independently. This way, each company becomes a champion in its own right—not a branch of a group”.
Clarini noted that decentralisation is also a way to manage risk. Newport is sector-agnostic and aims to build a diversified portfolio of independent businesses, each insulated from sector-specific shocks.
And this is something Hampton River likes a lot. “We really want our CEOs and founders and their teams to feel fully responsible for the decisions such that they can’t go back to us and say, ‘It’s your fault that this or that happened'”, Gustaf Håkansson, principal at Hampton River, said. And added: “Of course, we try to steer them to what we feel is a sound move, but it’s very much on that philosophy of autonomous leadership and decentralization where they get a lot of responsibility. And second, we do help with sharing ideas to that effect among the founders that we backed”. They can chat with each other, meet up in person, like sharing sourcing strategies ans tools”.
A pilot case: the carve-out of Prodotti Baumann
The most concrete example of Newport&Co’s strategy is the acquisition of Prodotti Baumann, formerly an Italian subsidiary of Swiss automotive group Baumann. The company, which designs and manufactures compression springs for highly specialized industrial applications, was divested as part of Baumann’s capacity reduction strategy and shift away from pure automotive components.
“Initially they even considered shutting us down,” recalled Marco Monti, managing director of Prodotti Baumann. “But the management team believed in the company’s fundamentals and pushed for a buyer who would commit long-term.”
Newport stepped in after evaluating the business’ unique position: two niche product lines, few competitors, and a loyal client base in a challenging but resilient automotive supply chain. As Van der Hagen pointed out, “This is a company that already performs decently and has clear upside.”
The post-acquisition strategy is already underway. Clarini , who has also been appointed new ceo of Prodotti Baumann, described a 100-day plan that includes the creation of a new brand identity, detachment from the parent IT systems, and a reorganisation of sales and HR functions to reinforce the company’s autonomy.
“We are not here to cut,” said Clarini. “We are here to empower. We’re changing job titles to reflect real responsibilities and giving full ownership of P&L and cash flow to the team.”
Monti confirmed that the alignment with Newport is strong. “They trusted our plan. We wrote it, they challenged it, but they backed it. And most importantly, they don’t plan to resell in three years. This makes a huge difference to employees.”
What makes a good compounder team?
Morris and Håkansson described the key traits they look for in backing new teams like Newport. “Discipline in capital allocation, patience, trust in management, and real operational experience,” listed Morris. “We meet hundreds of founders every year and only back a handful who stand out.”
As for the skills an investor like Hampton River is looking for in new perpetual compounders’ teams to back, Morris said., “the best serial acquirers tend to reinvest free cash flow every year for decades at very disciplined prices and operate the companies really well and this means that you need to have a really patient investor’s mindset. Secondly, as these businesses are very hard to build and they take a long time to build, the strongest operators in the space are steady, patient, very frugal, they’re unemotional. And they really trust their teams. Third, they really know how to build trust with sellers. In many cases, sellers are not optimizing for price. They really care about the people involved. Continuity, they care that employees will get taken care of after they sell the business. We look for teams that have successfully done this before”.
“We don’t want to pay for someone else’s education,” added Håkansson,”Newport came with strong muscle memory in executing carve-outs and a clear philosophy. That’s rare.” Morris added that Newport’s exclusive focus on carve-outs differentiates it from larger serial acquirers like Lifco or Indutrade. “Most of those firms occasionally do carve-outs, but it’s not their core business. Newport starts from carve-outs—that’s a different DNA.”
A broader trend in the making
BeBeez has identified over 50 deals in Italy over the past decade involving similar permanent capital models, and the pace is accelerating (see here the slides). Players from the Nordics, Germany, and France are increasingly active, driven by a growing supply of carve-out opportunities and a favorable regulatory and macro context.
“It’s a new trend, but one that’s here to stay,” said Lazzaretti. “With the right legal and governance tools, carve-outs can unlock tremendous value—especially when the buyer is not in a rush to exit.”
The Italian M&A landscape is thus welcoming a new breed of investors: patient, decentralised, and aligned with long-term industrial development. The carve-out may be a complex creature, as Lazzaretti joked, but in the right hands, it’s far from being a monster.
“This is more of a management buyout supported by a qualified operator than a traditional carve-out,” Lazzaretti concluded. “But definitions aside, what matters is the vision: building, not flipping.”
