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What is private equity?

Investing in companies that are not listed on a stock exchange: how a fund works, where the returns come from and how it differs from the stock market.

Denzell Melles
Denzell MellesManaging Partner
·Reading time 4 min

Private equity is a form of investment in companies that are not listed on a stock exchange. Unlike listed shares, shares in these companies are not traded every day. Instead, specialised funds invest in them for a longer period, with the aim of developing the business further and ultimately selling it at a higher value.

Private equity has become an important asset class for institutional investors, family offices and, increasingly, high-net-worth individuals. One reason is that it offers a different way of investing from traditional stock market investments: less focused on daily share price movements and more on creating long-term value within companies.

How does a private equity fund work?

Private equity funds pool capital from a number of investors. This capital is not invested all at once. It is called during the term of the fund, as suitable investment opportunities arise. The fund then builds a portfolio of carefully selected companies. When an investment is sold after several years, the proceeds flow back to the investors.

A fund does not usually invest in dozens of companies at once. It deliberately chooses a limited number of companies in which value can be actively created. This allows the investor to work closely with the company's management.

Active ownership

Private equity is about more than providing capital. Throughout the holding period, a fund works closely with management to develop the business further. Ways of doing this include commercial growth, professionalising the organisation, operational improvements, strategic acquisitions and international expansion.

Company
  1. 1Commercial growth
  2. 2Professionalisation
  3. 3Operational improvement
  4. 4International expansion
  5. 5Add-on acquisitions (buy-and-build)
Active ownership: the funds are actively involved in their portfolio companies.

The aim is to increase the intrinsic value of the business on a lasting basis, rather than to make a short-term profit.

Where do the returns come from?

At its core, the return in private equity comes from a company being worth more after a period of value creation than at the time it was bought. Funds typically stay invested in a company for 4 to 6 years before it is sold. During that period, the work focuses on increasing profitability, improving operational performance and strengthening the company's strategic position.

Value at acquisitionEarnings growthOperational improvementAdd-on acquisitions(buy-and-build)More efficient financing,where appropriateValue at exit
Value creation: earnings growth, operational improvement, acquisitions and, where appropriate, a more efficient capital structure.

Value creation can come from several sources, including earnings growth, operational improvements, acquisitions and, where appropriate, a more efficient capital structure. At the same time, investing in private equity still carries risk, and positive returns are never guaranteed.

A long-term investment

The fund term of a private equity fund is often around 10 years, but that does not mean every euro is tied up for the full period. Capital is called in stages as investments are made, and proceeds are distributed in stages during the fund term once companies have been successfully sold. The result is an investment cycle in which different companies are at different stages at the same time.

12345678910YearCalled: invested in new companiesDistributed: after companies are sold
Capital is called and distributed in stages, spread over the fund term.

Private equity therefore requires a long-term view. Investors give fund managers time to develop companies further, with the aim of lasting value creation rather than short-term returns.

Private equity versus the stock market

Private equity and listed shares both involve investing in companies, but the way value is created is fundamentally different.

When investing in listed shares, investors usually buy a small minority stake in a company. Managers of equity funds and hedge funds, for example, can increase or reduce their positions, but in most cases they have no direct say in the company's strategic direction. Their return therefore depends largely on how the share price develops and on how well the management of the underlying companies performs.

Private equity takes a different approach. Private equity funds often acquire a controlling or majority stake in companies, which allows them to take an active part in decisions on the company's strategy, governance and operational development. Together with management, they work on initiatives that make the business stronger for the long term, such as commercial growth, digitalisation, international expansion, operational improvements and strategic acquisitions.

"Instead of buying small amounts of stock in lots of different companies for lots of people, private equity collects money from investors to buy an entire company. Then they run that company entirely as their own for five to ten years."John Coates

It is this active involvement that sets private equity apart from traditional stock market investing. Whereas stock market investors mainly react to developments within a company, private equity investors can, to a large extent, help shape those developments themselves.

For many investors, this is an important reason to allocate part of their wealth to private equity. It gives access to an asset class in which value creation does not depend solely on market sentiment or daily price movements: much of it is achieved through active entrepreneurship, a long-term view and direct influence on how the underlying companies develop.

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  1. The target net return (net IRR and net multiple) is an objective of Two Rivers Capital, not a forecast or a guarantee. Past performance is no guarantee of future results. The actual return depends on the underlying funds and companies and may be lower or negative. The net multiple is total distributions divided by total contributions, after all costs.
  2. Not tax advice. A Two Rivers Clusterfund is a cooperative (coöperatie) and aims to invest only in funds to which the participation exemption applies. In principle, the Clusterfund then owes no corporate income tax on the proceeds from those funds. If you invest through a Dutch entity that pays corporate income tax, such as a BV, NV or cooperative, your interest in the Clusterfund in principle falls under the participation exemption, regardless of its size. If you invest privately or through a foreign company, different tax treatment applies. For foreign funds, whether the participation exemption applies is assessed case by case. The manager may deviate from the policy of investing only in such funds. Have your situation reviewed by your own tax adviser.
  3. Purchase price as a multiple of EBITDA. Lower mid-market: companies with €1 to €8 million EBITDA, around 5.0 to 7.5x. Large companies: €100 to €250 million EBITDA, around 11.0 to 16.0x. Sources: Oaklins (January 2022), FS Investments, Pitchbook, Preqin, Bain & Company. Indicative: the actual price differs by company, sector and timing.
  4. Median net IRR of European buyout funds, vintages up to and including 2016: funds up to €250 million 20.0% (245 funds), funds of €5 billion or more 13.1% (64 funds). Source: Preqin, September 2026. After fees of the underlying fund, before fees of Two Rivers. Past performance is no guarantee of future results.
  5. Share of the total size of European buyout funds, vintages 2015 to 2026 (Preqin, September 2026). Lower mid-market: micro and small-cap buyout. For comparison: companies with fewer than 250 employees generate 51% of value added in the EU (Eurostat, 2023).
  6. Median net debt as a multiple of EBITDA at purchase, Europe: enterprise value up to €200 million 2.8x, €500 million or more 6.2x (Qualitas Insight, European transactions).
  7. Net return per year of European buyout funds (Cambridge Associates European Buy-out Index, around 1,700 funds) compared with the MSCI Europe using the same timing of contributions and distributions (PME), over 5, 10 and 20 years, in euros. Source: Bain & Company, Global Private Equity Report 2025 (data up to and including the third quarter of 2024). Before fees of Two Rivers. Past performance is no guarantee of future results.
  8. Chance that a portfolio returns less than was paid in (TVPI below 1.0x). Historical simulation based on 3,077 funds from 1991 to 2005, equally weighted (Cambridge Associates). Before fees of Two Rivers. Past performance is no guarantee of future results.
  9. Through MaasInvest and Schouten Investments.
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