Blog · Published 2026-11-09
"AI potential" is not a valuation: what a CEE private equity partner said, and what it means for a small-business buyer.
Short answer
In a Termene.ro interview on 6 November 2026, Anthony Stalker of CEECAT Capital said his firm will not base an investment on an undefined "AI potential". Any benefit to valuation, he said, should come from a better business, visible in revenue, margin, costs, working capital and cash, not from an AI label. For a buyer at the small end the rule travels well: accept an upside claim only where you can find it in the documents.
What he said
The source is Anthony Stalker, partner at CEECAT Capital, in an interview with Termene.ro (Tibi Oprea, 6 November 2026). The interview is in Romanian; the quotes below are our translation.
On AI: "We will not base an investment on an undefined 'AI potential', nor will we set a single margin target for all companies. The impact must be visible in revenue growth, gross margin, the efficiency of selling, general and administrative expenses, working capital, quality of service or scalability." He added that any benefit to valuation "should come from a better business", not "from the mere attaching of an AI label".
On structure: "Rollover equity, earn-outs or staged transactions can help manage uncertainty, but they cannot solve a fundamental valuation gap." His firm's approach, he said, is to value an investment on operational value creation and cash generation, and "if the entry price does not support the required return, we are prepared not to invest."
On fit: "Romania has enough companies of the right size. The scarcer resource is not the size of the companies, but the number of situations in which business quality, valuation, governance structure and alignment with the owner all fit together."
Why it applies to a small acquisition
CEECAT is a fund investing in mid-sized companies in Central and Eastern Europe; a search fund or an independent sponsor buying a small business works at a different scale. The reasoning does not depend on scale. A price is a claim about future cash, and a claim about cash needs a line in the accounts to stand on.
That is why the list he gives is useful. Revenue, gross margin, selling, general and administrative costs, working capital and cash are the places where a real improvement has to appear. If a CIM (Confidential Information Memorandum) says a business has "AI upside" or any other upside, it should be possible to say which of those lines moves, by how much, and what has to be done to get there.
A valuation gap is not closed by structure
When buyer and seller are apart on price, the usual instruments are a rollover by the seller, an earn-out or a deal in stages. They move risk around. His point is that they do not make a price right if the underlying numbers do not support it. See earn-outs in small business acquisitions for how to read one.
In practice: if you find yourself using an earn-out to bridge a gap that rests on a claim you cannot trace to a page, the structure is hiding the question rather than answering it.
A checklist for the CIM
- Find every sentence that claims upside from AI, automation, a new product or a new market. Write down the claim in your own words.
- For each one, name the line it should move: revenue, gross margin, SG&A, working capital or cash.
- Look for that line in the financial statements and the data room. Note the page. If you cannot find it, mark the claim unsupported.
- Ask who owns the initiative, what it costs and by when it should show. A claim with no owner and no date is a label.
- Check the claim against history: has the same line moved before, and why?
- Keep the price to what the supported claims justify. Treat the rest as a question for the seller, not as value you pay for.
- If the gap remains, decide whether an earn-out answers a real uncertainty or only postpones a disagreement.
Where Deal OS fits
Deal OS has no connection to CEECAT Capital, and the views above are his, not ours. What Deal OS does is the buyer's side of the check: it reads a CIM (Confidential Information Memorandum) and the data room, reports where the documents disagree, and cites the page for every finding, so a claim about upside can be set against the numbers on the page. You can run your first CIM check free with the CIM Pass, or see a finished brief in the sandbox.
Questions
Frequently asked questions.
What did Anthony Stalker say about AI and valuation?
In a Termene.ro interview on 6 November 2026, the CEECAT Capital partner said his firm will not base an investment on an undefined "AI potential", and that any benefit to valuation should come from a better business, not from an AI label.
Where should an AI benefit show up?
In his words, in revenue growth, gross margin, the efficiency of selling, general and administrative expenses, working capital, quality of service or scalability. For a buyer, that means finding the claimed effect on a page of the financials.
Can an earn-out close a valuation gap?
He said rollover equity, earn-outs and staged deals can help manage uncertainty but cannot solve a fundamental valuation gap.
Does CEECAT Capital use or endorse Deal OS?
No. Deal OS has no connection to CEECAT Capital. The interview is a public source, and the conclusions for small-business buyers are ours.
Keep reading
- Buyer deal-readiness one-pager (free, built in your browser) (the full guide)
- What M&A advisers charge in 2024/25: fees for small and mid-sized deals
- Buying a business: what the adviser charges the seller and what it means for you as the buyer
- Getting on an M&A adviser's shortlist: a buyer's checklist
- Short answers to buyers' questions
