In the run-up to the annual Private Equity Summit, MandA.be sat down with Thomas Lenné, Partner and Attorney at Law at Loyens & Loeff and one of the event’s speakers, to discuss the shifting landscape of Belgian M&A and private equity.
Thomas Lenné, head of the corporate M&A practice in Brussels and a member of the firm’s firmwide private equity leadership team, is unhurried and precise – someone who has spent the past decade translating the chaos of dealmaking into workable agreements.
In conversation he toggles easily between market dynamics and human detail, between the model and the people who must live with it. The thread running through his views is simple: dealmaking is partnership-building and the legal craft works best when it makes that partnership both possible and durable.
After the rollercoaster…
He starts where every private equity conversation now starts: the cycle. “We’re coming out of a real rollercoaster period”, he says. “Covid turned into a grand cru year in Belgium because the recovery was so swift. Money was cheap, trust was high, activity hit records.” Then covid, war, energy shock, inflation, and rate hikes happened. “Volumes dropped sharply in 2022, especially at the large end, though private equity was relatively resilient.”
What followed was a long pause with noisy intentions. “The market kept saying, ‘next quarter it picks up.’ It didn’t. At least not fully”, he says. “Valuations are adjusting, the buyer–seller gap is narrowing, but we’re not there yet. There’s a lot of dry powder and that capital must be put to work; otherwise nothing moves. So sooner or later, the next cycle has to come.”
The Belgian crucible
Belgium, he notes, is unusually competitive for its size. “You have strong local funds, increasingly active Anglo-Saxon funds, and family offices created by entrepreneurs after exits. For top assets, competition is enormous.” That competition has compressed timetables. “We feel it: diligence windows are tighter, processes move fast. Speed has become decisive.”
What wins under those conditions? “Preparation and realism”, Lenné says. “A well-prepared seller with solid numbers, a clear equity story, and identified risks creates trust. Vendor due diligence helps set the tone for a competitive process.” On the buy side, focus is a superpower. “The buyers who know exactly why they want a company can act faster and with conviction. Clarity creates speed.”
From leverage to craft
The macro headwinds have forced a structural shift. “The era of cheap money is over. Debt is more expensive; that pushes on valuations and multiples”, he says. “Funds compensate with more equity per deal and longer hold periods. The emphasis has shifted from financial leverage to operational value creation: efficiency, buy-and-build where it makes sense, strengthening existing portfolios.”
Creativity has moved into the term sheet. “Earn-outs, vendor loans, partial rollovers – these are pragmatic tools to bridge the expectation gap”, Lenné says. “What matters is speed, clarity and collaboration. The winners aren’t necessarily the highest bidders; they’re the parties with the best preparation, realistic structures and a credible plan for creating value.”
Risk, allocated well
Behind that pragmatism sits a careful legal architecture. “A smooth risk allocation speeds the process and reduces noise after closing”, he says. “Locked-box pricing, Warranty & Indemnity insurance; these can give both sides comfort and increase deal certainty.” But the real test isn’t signing; it’s what follows. “Post-closing is where success is proven. If integration is planned and governance is clear, value creation happens faster. Private equity that leans in on post-merger integration often delivers the growth it promised.”
Earn-outs figure prominently in faster-growing, less proven contexts. “They appear more often with younger companies or IP-heavy businesses where future milestones matter. Mature assets typically don’t need them as much”, he says. W&I, meanwhile, has become common. “It lets sponsors exit faster while protecting against post-closing claims. It increases certainty and keeps momentum.”
What great PE looks like now
Money alone is no longer a differentiator. “The best private equity combines financial strength with real networks and operational know-how”, Lenné says. “They offer added value by helping companies professionalize, scale internationally, and enter new markets. Trust and alignment with management are essential.”
The chemistry matters. “When management and investor connect, a lot becomes possible. Private equity has evolved from purely financial to a collaboration around growth and vision.”
That collaboration is designed, not improvised. “Mutual trust, clear agreements, aligned incentives – this is how you build company 2.0 together”, he says.
Sector lenses: where the momentum is
Technology and applied software
Technology remains the gravitational center of Belgian dealflow. “Tech has been a major driver, around a third of PE activity by some measures”, Lenné notes. “Belgium’s ecosystem produces remarkable companies.”
Multiples have cooled, but the sweet spot has shifted. “Applied tech – B2B SaaS and digital solutions for traditional industries – combines innovation with cash-flow profiles that fit private equity. Pure hyper-growth is more for venture now.”
Tech deals, however, are structurally demanding. “You are buying IP – software, patents, data, brands – so diligence around ownership, open-source exposure, and employee inventions has to be deep. “Talent retention is the other pillar – rollovers, incentive plans, non-competes – because the value often sits in a small team.”
Energy & infrastructure
ESG has turned energy into an engine of capital deployment. “Renewables remain highly sought-after and relatively financeable”, Lenné says. “Battery energy storage (BESS) is a major trend to stabilize the grid; heat will likely be the next wave. Traditional players are reshaping portfolios, selling brown assets and recycling into green. That creates opportunities in both sustainable and transition projects.”
The message to would-be partners: credibility. “You need to show experience, regulatory fluency and the ability to work with public stakeholders”, he says. “In this sector, execution risk and permitting are as important as price.”
Life sciences and health
Belgium’s biotech heritage is formidable, but investor appetite has matured. “Early-stage R&D is increasingly for VCs and big pharma; private equity focuses on later-stage businesses with proven results”, he says. “We see strong activity around the ecosystem: CROs, CDMOs, lab and clinical service networks, healthcare IT. These models offer predictable revenues and buy-and-build potential without binary R&D risk.” The logic is consistent: stable cash flows, scalable operations, and less volatility.
The PE firm of 2030
If the last five years were about adjusting to rates and risk, the next five will be about operating models. “We’re at a turning point”, Lenné says. “Operational excellence will differentiate winners. Funds are becoming businesses themselves: sector expertise, operating partners, digital dashboards. It’s no longer just financial engineering.”
Flexibility will define the capital stack. “The best firms will fluidly switch between deal types and partners. Co-investments and partnerships with LPs, other funds or family offices will keep growing in Europe to finance larger opportunities.” He sees the rise of ‘platform-style’ investors who orchestrate networks of co-investors around each situation.
ESG moves from checkbox to thesis. “Firms will use data to demonstrate their portfolios are more resilient and sustainable and that this enhances returns”, he says. “Impact strategies that align financial and social outcomes are likely to represent a growing segment of the market.”
Digital capability will be table stakes. “Decisions supported by AI analytics, partially automated diligence, real-time portfolio monitoring – this is where speed and quality of judgment come from. The firms that internalize this will act faster and with better insight.”
And then there’s specialization. “Depth will matter more,” he says. “Generalist growth created scale, but complexity favors focus. A healthcare specialist or a tech specialist may consistently outperform in its niche. I expect more firms to build centers of excellence.”
Culture is the quiet variable. “As always, reputation compounds”, he says. “By 2030, the winning funds will be the ones entrepreneurs want on their side because they respect the business and help it grow. Talent, values, accountability: those will attract the best deals.”
Belgium’s edge
Belgium’s draw, in his view, is structural. “It’s a small, open economy at the center of Europe. Almost every deal has a cross-border angle. International investors value the professionalism, multilingual culture and pragmatism”, he says. The SME and family-business backbone keeps the pipeline steady, with succession opportunities as founders retire. “Foreign investors are often impressed by the quality and efficiency of Belgian management teams.”
The legal scaffolding helps. “Modern, investor-friendly company law, strong advisory ecosystems”, he says. “Regulation has increased, FDI, ESG, but Belgium remains welcoming to capital and rich in quality companies across pharma, tech, logistics, food and industry.”
Training the next generation
Ask what he tells young lawyers and the cadence quickens. “M&A is like jumping on a moving train: you either jump and go or you miss it”, he says, smiling. “You need legal precision and commercial insight. Master the black letter law, but also understand corporate finance and accounting. Know what the spreadsheet is telling you so you can translate it into terms and covenants.”
Soft skills, he insists, are not soft at all. “Communication, teamwork, empathy – deals are human. You need to read the room, understand emotions, and handle them pragmatically. Find mentors, learn on the job, stay curious. That’s the best school.”
The through-line: trust engineered
The interview winds down and the city outside begins to glow. If there’s a single idea that captures Thomas Lenné’s philosophy of deals, it is that trust can be engineered; patiently, precisely, with structures that carry real-world weight. “Success is a genuine partnership with management – aligned interests, clear rules, mutual respect”, he says. “Do that, and you don’t just close a deal. You build the company 2.0 together.”
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