Selling to Private Equity: When Values Matter

This is your comprehensive guide to successfully selling your business to a private equity firm while aligning values and maximizing value. Offered to you by The VCI Institute

Selling your business is one of the most significant decisions you'll make as an entrepreneur, founder, or investor. When considering potential buyers, private equity (PE) firms present a unique opportunity. They bring not only capital but also strategic expertise to scale your business to new heights. However, navigating the sale to a PE firm requires a nuanced understanding of their expectations, processes, and values.

This guide aims to provide you with actionable insights into the dos and don'ts of selling your business to a private equity firm. By understanding what matters most to PE investors, you can position your company effectively, ensure a smooth transaction, and lay the groundwork for a fruitful partnership.

Preparing Your Business for Sale

a. Ensuring Quality Financials

Great Historicals Matter

PE firms are data-driven and place significant emphasis on historical financial performance. Ensure that your financial statements are:

• Accurate: Free from errors and discrepancies.
• Transparent: Clearly present revenues, expenses, and cash flows.
• Consistent: Follow standard accounting practices over time.

Quality of Earnings (QoE)

Investing in a Quality of Earnings report can be invaluable. A QoE report:

• Validates Financial Performance: Provides an independent assessment of your company's earnings.
• Identifies Adjustments: Highlights any one-time expenses or revenues that should be normalized.
• Builds Trust: Demonstrates transparency and can expedite the due diligence process.

b. Presenting a Compelling Growth Story

Don't Be Shy About the Hockey Stick

PE investors expect and appreciate a strong growth trajectory. Presenting a management or seller case with ambitious projections shows:

• Confidence in Future Growth: Indicates that you believe in the potential of the business.
• Alignment with PE Goals: PE firms aim for significant returns, and a steep growth curve aligns with their investment thesis.

Be Prepared to Defend Your Projections

While PE firms may discount overly optimistic projections during valuation, they value:

• Detailed Assumptions: Clearly outline the drivers of growth.
• Actionable Plans: Present strategies on how you'll achieve these projections.
• Realistic Scenarios: Balance optimism with realistic market conditions.

Navigating the Due Diligence Process

a. Preparing a Robust Virtual Data Room (VDR)

A well-organized VDR is crucial for:

• Efficient Information Sharing: Facilitates easy access to documents for the PE firm's due diligence team.
• Demonstrating Professionalism: Reflects positively on your management capabilities.
• Protecting Sensitive Information: Allows you to control access and track document views.

Key Documents to Include:

• Financial statements and audits
• Tax records
• Legal contracts and agreements
• Intellectual property documentation
• Employee and management information
• Customer and supplier contracts

b. Keeping Communication Organized

Designate a Single Point of Contact

Having one focal person to interface with the PE firm ensures:

• Consistency: Provides uniform answers and reduces the risk of miscommunication.
• Efficiency: Streamlines the flow of information.
• Professionalism: Shows that your team is coordinated and prepared.

Track All Communications

Maintain records of:

• Emails and Calls: Document all correspondence for reference.
• Documents Shared: Keep logs of what information has been provided.
• Questions and Responses: Ensure all queries are answered promptly and accurately.

Understanding Private Equity Expectations

a. Valuing Their Time

PE Firms Are Picky but Efficient

• Avoid Wasting Their Time: Be prepared with necessary information and responsive to requests.
• Be Ready to Compromise: Flexibility can keep negotiations moving forward.
• Maintain Deal Momentum: Delays can erode interest and trust.

b. Recognizing There Are No Bad Deals, Only Bad Valuations

• Focus on Value Creation: Understand that valuation is a critical component but not the only one.
• Be Open to Structuring Options: Consider earn-outs, equity rollovers, or other mechanisms that can bridge valuation gaps.

Speaking the Language of Private Equity

a. Learning PE Jargon

Common Terms You Should Know:

• ROFR (Right of First Refusal): The right to purchase shares before they are offered to external parties.
• Tag-Along Rights: Allows minority shareholders to join in if majority shareholders sell their stakes.
• Drag-Along Rights: Enables majority shareholders to force minority shareholders to join in the sale.
• Liquidation Preference: Determines payout order in the event of liquidation.
• Effective Date and Completion Date: Key dates in the transaction timeline.
• Basis of Valuation: The method used to value the company.
• Earn-Out Mechanisms: Payments based on future performance milestones.
• Reps and Warranties: Legal statements ensuring certain facts about the business are true.
• Indemnities: Compensation for losses if reps and warranties are breached.
• Lockbox Mechanism: Fixes the economic date of the transaction.
• Adjustment and Normalization: Adjustments made to financials for one-time events.

b. Embracing Standard Terms

• Don't Reject Terms Out of Ignorance: If unfamiliar, seek advice rather than dismissing them.
• Show Willingness to Understand: Demonstrates professionalism and a collaborative spirit.
• Avoiding Deal Breakers: Unreasonable pushback on standard terms can signal red flags.

Aligning Interests with the Private Equity Firm

a. Thinking Like a PE Investor

Key Managers and Retention

• Identify Essential Personnel: Highlight who is critical to the business's success.
• Plan for Retention: Discuss strategies like golden handshakes, parachutes, or vesting schedules.
• Align Incentives: Ensure key managers are motivated to stay and drive growth.

b. Focusing on EBITDA and Value

• EBITDA as a Key Metric: PE firms often use EBITDA to assess operational performance.
• Understanding Valuation Multiples: Know how your EBITDA translates into enterprise value.
• Avoid Overemphasis on Non-Financial Metrics: While important, PE firms prioritize financial returns.

Building a Collaborative Relationship

a. Keeping Emotions Out of Negotiations

• Professionalism Is Key: Approach discussions with a business-first mindset.
• Avoid Personal Attachments: Be open to changes that may benefit the company's future.
• Focus on Mutual Benefit: Aim for outcomes where all parties stand to gain.

b. Avoiding Unreasonable Demands

• Don't Expect Unwarranted Promises: PE firms cannot guarantee outcomes beyond their control.
• Be Realistic in Expectations: Understand industry norms and market conditions.
• Show Flexibility: Willingness to adapt can facilitate a smoother transaction.

c. Showing Willingness to Work Together Post-Deal

• Express Interest in Partnership: PE firms value sellers who are invested in the company's future.
• Leverage Their Expertise: Recognize the value they bring beyond capital.
• Align Goals: Work towards shared objectives for growth and profitability.

Thinking Long Term

a. Understanding PE's Exit Strategies

• 3 to 5-Year Horizon: PE firms typically plan to exit their investments within this timeframe.
• Value Creation Focus: They aim to enhance the company's value for a future sale or IPO.
• Be Prepared for Change: Operational shifts may occur to optimize performance.

b. Being Ready to Stake In

• Skin in the Game Matters

  • Equity Rollovers: Retaining a minority stake can align interests.
  • Earn-Outs: Accepting performance-based payments shows confidence in future success.
  • Genuine Commitment: Demonstrates belief in the company's potential under new ownership.

Transparency and Honesty

a. Full Disclosure Is Essential

• Don't Hide Information: Concealing issues can lead to distrust and deal termination.
• Front-Load Key Issues: Address potential red flags early in the process.
• Build Trust: Transparency fosters a positive relationship and smoother negotiations.

b. Impact of Surprises on Valuation and Trust

• Avoid Last-Minute Disclosures: They can derail the deal or lead to renegotiations.
• Maintain Credibility: Consistency in information builds confidence.
• Understand Materiality: Know what information is significant to the PE firm's decision-making.

Selling your business to a private equity firm is a complex journey that requires preparation, understanding, and collaboration. By aligning your values with those of the PE firm, speaking their language, and fostering a transparent relationship, you enhance the likelihood of a successful transaction that benefits all parties involved.

Remember, it's not just about the sale price—it's about the legacy of your business, the future opportunities it can seize, and the value it can continue to create. By adopting a long-term perspective and showing a genuine commitment to the company's growth, you position yourself as a partner rather than just a seller.

Embrace the process, equip yourself with knowledge, and approach negotiations with an open mind. When values matter, both in terms of mutual respect and maximizing value, the outcome is a deal that stands the test of time.

Key Takeaways

• Preparation Is Crucial: Ensure your financials are in order and present a compelling growth story.
• Understand PE Expectations: Value their time, be ready to compromise, and focus on value creation.
• Learn the Language: Familiarize yourself with PE jargon and standard terms to avoid misunderstandings.
• Align Interests: Think like a PE investor and consider how you can contribute to future success.
• Be Transparent: Honesty builds trust and facilitates smoother negotiations.
• Think Long Term: Recognize that PE firms have exit strategies and align your goals accordingly.
• Build Relationships: Approach the deal as the beginning of a partnership, not just a transaction.

Summary 

About The VCI Institute

This guide was brought to you by the Value Creation Innovation Institute (VCII), dedicated to empowering entrepreneurs and businesses in maximizing value and navigating complex financial transactions.

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