With the acquisition of PerfectStay, HBX Group is not only strengthening its position in travel tech. The operation, structured around a payment mechanism indexed to performance until 2030, is part of a more profound transformation of exit structures, where the valuation is no longer decreed at the time of the deal, but is verified over time.
A few weeks after the sale of Bioniq to Herbalife, the parallel is obvious. In both cases, the transaction is no longer based on a firm price, but on a conditional architecture, where a significant part of the value remains to be produced after signing. In the case of Bioniq, more than 60% of the amount was indexed to future performance, introducing an explicit gap between immediately realized value and potential value. PerfectStay extends this logic, but pushing it even further over time.
The chosen arrangement is based on an initial 25% stake in 2024, followed by a full acquisition in 2026, the final price of which is indexed to EBITDA performance until 2030. This gap between the transfer of control and the actual payment of the price profoundly transforms the nature of the exit. The transaction no longer marks a net exit, but the opening of an execution phase where the value remains conditional.
This exit model reflects a market evolution. For more than a decade, buyers agreed to pay in advance for growth prospects, often on the basis of projected multiples. This valuation regime was based on a bet, that of the capacity of companies to deliver a trajectory consistent with expectations. In an environment marked by rising rates, the normalization of multiples and the scarcity of IPOs, this bet is gradually being replaced by a requirement for proof. Valuation becomes a function of observed performance, and no longer just anticipated.
In this context, earn-out ceases to be a marginal adjustment to become the structuring element of the deal. It operates as a risk allocation instrument, transferring part of the uncertainty from the buyer to the seller. But it also plays an alignment role, by extending the founders’ commitment beyond closing. As in the case of Bioniq, where Vadim Fedotov joined the Herbalife organization to support the integration and ramp-up of the model, PerfectStay managers remain at the heart of the system, with remuneration directly correlated to future performance.
This type of structuring introduces a new ambiguity into the notion of exit. The entrepreneur does not immediately become liquid and becomes, for a prolonged period, the operator of a performance trajectory within a larger organization.
In the case of HBX Group, the integration of PerfectStay makes it possible to complete a value chain by adding a key technological brick, that of dynamic packaging, to a global inventory and distribution network. But this apparent complementarity and the past 2 years are not enough to guarantee value creation. It must still materialize in practice, through the ability to deploy these solutions on a large scale, to optimize conversion rates and improve the profitability of the offers offered to partners.
It is precisely this operational uncertainty that justifies the use of a mechanism indexed to EBITDA. As in the case of Bioniq, where the central question concerned the ability to industrialize a value proposition based on nutritional personalization, the challenge here lies in the scaling up of a model combining technology, inventory and distribution.
Beyond these two operations, the entire venture market seems to be moving towards more gradual exit models. Value creation is no longer concentrated at the time of the transaction, but spread out over time. The return for investors becomes more uncertain, depending on post-acquisition performance, while founders see their liquidity horizon lengthen and their exposure to risk prolonged.
The exit no longer constitutes a crystallization of the value, but the starting point of a sequence where this value must still be demonstrated. In this interval, between announced valuation and actually realized value, a growing part of the venture economy now plays a role.
