When Apollo agreed on 6 August to buy easyJet for about £5.7 billion, an 81% premium, its announcement set out two things about the airline’s leadership. The non-executive directors will resign when the acquisition takes effect. And on incentives for the executive team, “no discussions have been entered into, or proposals been made.”
Ten days earlier KKR and Energy Capital Partners had agreed to buy DCC Energy for about £5.75 billion, and their announcement said the same in different words. The non-executive directors will resign. The bidder intends to put management incentives in place after completion and “has not discussed any form of” them. DCC’s shareholders approved the scheme on 18 September with 78.09% of votes cast, and completion is expected early next year.
So in two of the largest take-privates of the summer, the executive team goes through the offer period knowing that the board overseeing it will leave, and that its own economics will be settled afterwards, with the new owners.
The Takeover Code makes it cheaper to agree nothing yet
The UK Takeover Code governs the easyJet offer. Under Rule 16.2, once a bidder has entered into incentive arrangements with managers who have an interest in shares, or reached an advanced stage of discussing them, the details must be published and the target’s independent adviser must state publicly that the arrangements are fair and reasonable. Where managers are to become shareholders in the bidder on terms not open to everyone else, independent shareholders vote on it separately, on a poll. A bidder that has held no discussions states that fact instead. In our reading, that difference in cost is what pushes the incentive conversation past completion.
Ashurst counts around two thirds of the firm offers announced in the first quarter of 2026 as private equity, and 16 bids from all bidders announced in the second quarter, 14 of them structured as schemes, at an average premium of 45.2%. Neither of its quarterly reports carries a figure for management rollover or incentive terms.
Completion takes away the listed half of the CFO’s job
For the chief financial officer, the easyJet announcement is specific. The non-executives go. Certain head office functions tied to the listing “may no longer be required or will be reduced in size”. The new holding company will have three groups of shareholders: the rollover shareholders, including the founding family, with between 45.1% and 49.9%; a trust holding up to five per cent for the management plan; and Apollo’s funds with the balance. The plan itself is still to be written.
On completion, a listed-company CFO loses the listed half of the job: the results cycle, market guidance and the investor calendar. Lenders and a sponsor’s reporting pack take its place and, at easyJet, a shareholder register that is smaller but no simpler. Not every listed-company finance chief wants the job that replaces it.
For the chief executive it is sharper still. At easyJet the scheme vote and the court hearing are still ahead, and on the terms last disclosed the chief executive will lead the company through both with no incentive terms on the table. At DCC the vote is won and, as last disclosed, the terms are undiscussed.
A concentrated register settles it at signing
Argos completed its purchase of STAR7, the Italian product engineering and technical documentation business listed on Euronext Growth Milan, on 9 July. It bought the 75% block held by the two reference shareholders and, with further purchases, reached 91.06% of the shares. One of those shareholders was Lorenzo Mondo, through his company Dante, and both reinvested, as agreed when the deal was signed in April.
Mondo sold, reinvested and was confirmed as chief executive in the same transaction, and the new board of nine came from a list the agreement provided for. Paolo Scaroni was appointed chairman at the shareholders’ meeting on completion day. Two holders owned three quarters of the shares and one of them was the chief executive, which a widely held register does not offer.
Decide the seats before the scheme becomes effective
The recommendation to a sponsor bidding for a listed company is to decide which executive seats it expects to change before the scheme becomes effective, and to appoint the chair early. In our view the chair is the person best placed to hold the incentive conversation that now falls after completion, and should be in place from the first day of private ownership. The finance seat needs the most thought, on the assumption that the incumbent may not want the private-company version of the job.
Deciding early has a price in the offer document
A bidder publishes its intentions for management and employees, and it has to be able to stand behind them after the offer. easyJet’s reads: “Save as described above, neither Apollo nor Bidco intends to make any material change in the balance of skills and functions of the easyJet Group’s management and employees.” A sponsor that has privately concluded the CFO will go has to square that decision with a sentence like this before it is published.
Planning a successor quietly is not free either. A finance chief who learns during the offer period that the seat is under review may leave before the scheme document is finished, when the lender process still needs them.
And some incumbents are better than any external candidate at what the first private year needs most, which is keeping the business steady while the ownership changes around it. A sponsor that treats every listed-company executive as a probable replacement will be wrong about some of them.
A deal team with a draft offer announcement on the table can run one check before it goes out. Go through the section on management and employees and pull out each arrangement it defers to after completion. That short list is the first year’s leadership agenda, written down before a single executive has agreed to it.
HMN Capital. Specialist Executive Search & Interim Management for Private Capital.
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