Corporate Finance
Equity capital for growth, succession and buy-outs — selected on structure and conduct, not only on the headline offer.
Sponsors often end up at similar prices. The difference sits elsewhere: governance, management participation, reporting load and what happens after four to six years. That is what we test before anyone goes on the list.
Minority or majority is not a matter of taste. It follows from your capital need and from how much control you are willing to hand over. A minority brings money and a sparring partner while leaving you in charge — at the price of a lower multiple and a tight shareholders' agreement with tag-along, drag-along and liquidation preferences.
We also look at how a house behaved in difficult years. Reference calls with managing directors from the existing portfolio say more about an investor than any presentation.
Building blocks
With a minority you keep operational control but concede consent rights over investments, acquisitions and key hires. With a majority you sell control — and usually get a higher multiple plus an investor who actively funds add-ons.
Rollover, sweet equity, four-year vesting, leaver provisions: these clauses decide what management actually earns. The gap between good leaver and bad leaver can be several times an annual salary — and tends to appear late in the process.
When the existing team takes over, three things are needed: a fair valuation free of conflict, financing the team can carry, and a seller who can live with the handover. We moderate that — and say early if the structure does not hold.
Capital for expansion, product or internationalisation without anyone taking control. Use of proceeds is the crux: investors pay for growth, not for repaying shareholder loans.
Process
What should the investor deliver — money, network, add-ons, succession? The profile follows from that, not the other way round.
Adjusted EBITDA, plan, equity story. Every adjustment documented so it survives due diligence.
A short list of houses with sector experience and the right fund size, references from the portfolio included.
Offers compared on price, structure, funding certainty and intentions for the years after.
Data room, financial, legal, tax and often commercial. We run the process so the business keeps running.
SPA, shareholders' agreement and management equity — the three documents where deals stall last.
From practice
Drag-along, liquidation preference, consent catalogue: giving ground here to win a decimal on price is a mistake you only notice at exit. We negotiate both in parallel, never in sequence.
Expect one to two days a week for the MD and CFO over several months. Fail to plan for it and you either lose pace in the process or numbers in the business — the investor notices either immediately.
Questions
We know the houses, their fund sizes and how they behave in difficult years — and only approach those that fit.
