In today's market, if you're contemplating selling your business your first thought is probably to find a strategic buyer since they are likely to pay the most money. But did you know there is also plenty of money to be made selling to a private equity “PE” firm? These days PE firms have become an attractive alternative for many entrepreneurs looking to sell their business. However, this raises plenty of questions for a would-be sellers around what will happen to their business if a PE firm were to buy it?
Five Things to Know About Selling Your Company to a Private Equity Firm
They Usually Want Sellers to Stick Around:
A PE firm will usually want to keep the sellers around after the sale, especially if they are heavily involved in the day to day running of the business. PE firms tend towards maintaining some continuity in the business after they buy in, which why PE firms want to buy companies with solid management teams who can continue to run the company along with the PE firm for a time. This gives sellers and opportunity to remain involved in their company after its sale, though they should keep in mind that the PE firm will generally want new leadership after the transitory period is completed.
They Want Your Interests Aligned:
A PE firm may want the company’s founders to “roll over” equity, meaning that the seller continues to be an owner of the company following the closing date and “rolls over“ some of the money from the purchase back into the business. They also may want an “earn out” clause in the sale. This means that the amount the seller is given on exit is directly tied to the company’s continued performance during the transition of ownership. Regardless, PE firms like owners who interests can align with theirs’, at least for a temporary period of time.
They Will Add Debt to the Company’s Balance Sheet:
PE firms tend to try and maximize their cash returns by adding debt to the company on closing. They will generally invest less up front and leverage the business and use debt to grow the business. That may improve the PE firm’s return on its investment.
They Will Make Financial-Based Decisions:
PE firms are primarily concerned with making money and getting a high return on their investment. Since they lack the same emotional ties to the business that the seller has, they may make decisions that seem harsh. For example, they may fire under-performing employees or family members, they may reduce company travel, and they may eliminate company-owned season tickets to sports events and concerts. They will manage company expenses closely to increase profits and cash available for distributions. These changes can be jarring for exiting owners, so they should keep this particular point in mind.
They Will Pay Distributions and/or Management Fees:
PE firms may pay themselves management fees or special distributions with any extra cash that is generated by the business after purchase. They do this to get back their invested capital as quickly as possible. For example, if a PE firm buys a company using $10 million of its own capital, they would use excess revenue to make up the $10M as quickly as possible so that they can invest in other companies or to make distributions to their firm’s investors.
Final Thoughts
PE firms can make great buyers, but it’s wise to remember they are businesses in and of themselves and may not be as emotionally attached to the company’s culture and employees as the exiting owner. When selling a company to a PE firm, sellers should evaluate various firms to find one that strikes a balance between maintaining the company’s culture and making money. Finding the right firm can ensure that the sale of the company will be a win-win scenario for all parties involved.