Selling to Private Equity: A guide for UK Businesses

Posted on 27 Oct 2023, by admin

Selling to Private Equity: A guide for UK Businesses

What do private equity firms do?

Private equity (PE) firms are investment management companies that directly invest in private companies or engage in buyouts of public companies, resulting in the delisting of public equity. Their goal is to invest in a company, drive growth and improvements, and later sell the company for a significant profit, either through another sale, an initial public offering (IPO), or other exit strategies.

How does private equity work?

PE firms raise capital from investors such as pension funds, high-net-worth individuals, and institutional investors. This capital, known as a “fund”, is used to acquire ownership in businesses. The PE firm then seeks to enhance the value of these businesses through strategic improvements, financial restructuring, or operational enhancements. After an agreed period, the firm exits its investment, aiming to return a profit to its investors.

What are the benefits of selling to private equity?

Selling a business to a private equity (PE) firm comes with several benefits, each potentially offering significant value to the business owner or the company itself. Here are the primary benefits of such a transaction:

  • Liquidity: One of the most immediate benefits for business owners is the ability to convert their ownership stake into cash. This provides an avenue for founders and shareholders to monetize their investment.
  • Growth Capital: PE firms often inject additional capital into the businesses they acquire. This can be used to fuel expansion, fund new product development, enter new markets, or make strategic acquisitions.
  • Operational Expertise: Many PE firms bring with them a wealth of experience and a deep bench of industry and operational experts. They can provide guidance on best practices, streamlining operations, and driving efficiency.
  • Strategic Guidance: With a vested interest in seeing the company grow, PE firms often offer strategic input, which can be especially valuable for businesses looking to scale or navigate complex markets.
  • Networking and Industry Contacts: PE professionals often have extensive networks within specific industries. This can open doors to new business opportunities, partnerships, or even potential clients.
  • Professional Development: A PE firm may invest in training and development for the management team, ensuring that the company has strong leadership to drive future growth.
  • Succession Planning: For family-owned businesses or firms where the founder is considering retirement, a PE firm can provide a clear path for leadership transition while ensuring the company’s legacy.
  • Partial Exits: In some cases, business owners have the opportunity to sell only a portion of their stake in the company. This allows them to take some money off the table while still retaining a share in the potential upside.
  • Risk Diversification: For business owners who have most of their wealth tied up in their business, selling to a PE firm can help diversify their financial portfolio.
  • Potential for a Second Exit: Often, after a period of growth and value creation, a PE-owned business may be sold again at a higher valuation. This provides an opportunity for business owners (who retained equity) to benefit from the uplift in value.
  • Alignment of Interests: Since PE firms’ profits are largely derived from the growth and success of their portfolio companies, there is a strong alignment of interest. They are motivated to ensure the business performs well.
  • Access to Debt Markets: PE firms, especially larger ones, often have better access to debt financing at more favorable terms. This can be beneficial for capital-intensive projects or acquisitions.

While there are numerous benefits, it’s essential for business owners to weigh these advantages against potential drawbacks, like loss of control or increased debt levels. Understanding both sides of the coin can lead to a more informed decision about partnering with a PE firm.

What are the challenges of selling to private equity?

While selling to private equity (PE) offers several benefits, business owners also face various challenges and considerations during this process. Here are the primary challenges of selling a business to a PE firm:

  • Loss of Control: PE firms often acquire a significant majority stake, if not the entire company. This can mean reduced control for the original owners over business decisions, direction, and strategy.
  • Short to Mid-Term Focus: PE firms typically operate with an exit horizon in mind, usually within 3-7 years. This can sometimes lead to a focus on shorter-term gains rather than long-term sustainable growth.
  • Increased Scrutiny: Once involved, PE firms often implement rigorous reporting and performance benchmarks. This increased scrutiny can be a significant shift from what business owners might be accustomed to, especially in privately-held businesses.
  • Debt Levels: Many PE acquisitions are structured as leveraged buyouts (LBOs), where a significant portion of the purchase price is funded by debt. This can burden the company with high levels of debt, which might impact financial flexibility.
  • Cultural Shifts: Introduction of a PE firm can lead to changes in company culture, which might not always be well-received by existing employees. The introduction of new management practices, performance metrics, or even leadership can cause friction.
  • Pressure on Performance: With a clear exit strategy in mind, PE firms might set aggressive growth and profitability targets. This can put pressure on the management team to perform and deliver results quickly.
  • Potential for Cost Cutting: To improve profitability, PE firms might implement cost-cutting measures, which can include layoffs, downsizing, or other operational changes that might be perceived negatively by employees and stakeholders.
  • Rigorous Due Diligence: Before the acquisition, the PE firm will conduct an exhaustive due diligence process, scrutinizing every aspect of the business. This process can be invasive and time-consuming for the selling business.
  • Complex Transaction Structure: PE deals often come with intricate structures and terms, including earn-outs, management rollover equity, and other contingent payment mechanisms. These can be difficult to navigate and understand fully.
  • Future Exit Uncertainty: While PE firms will eventually look to exit the investment, the nature and timing of this exit (another sale, IPO, merger, etc.) can bring uncertainty to the company’s future trajectory.
  • Alignment of Interests: While there is often alignment in terms of growth, there might be disagreements on how to achieve it. PE firms might prioritize financial returns over other business aspects that founders deem important, like company culture or community involvement.
  • Potential for Increased Risk: With an aggressive growth agenda, the business might take on risks it wouldn’t have considered earlier, whether expanding into new markets, launching new products, or taking on large projects.

While these challenges can be significant, they don’t necessarily negate the benefits of partnering with a PE firm. Business owners should be aware of these potential issues, weigh them against the advantages, and make informed decisions based on the company’s needs and long-term vision.

What is the Private Equity deal structure to owners?

PE deals can vary, but common structures include:

  • Leveraged Buyouts (LBO): PE firms use debt to fund a significant portion of the purchase price.
  • Management Buyouts (MBO): Existing management teams buy the company, often with PE backing.
  • Growth Capital: PE firms acquire a minority stake, supporting the company’s expansion.
  • Recapitalizations: Business owners sell a portion of their stake, often to take some cash off the table.

When is it best to sell to private equity?

Determining the ideal time to sell a business to private equity (PE) requires careful consideration of several factors. Here are key circumstances and scenarios where selling to a PE firm may be a favourable decision:

  • Maturity of the Business: Companies with a proven business model, consistent revenue streams, and a track record of profitability often attract PE interest. If your company has reached this stage, it may be an attractive time to engage with PE firms.
  • Need for Growth Capital: If your business has identified growth opportunities (e.g., entering new markets, launching new products, making acquisitions) but lacks the necessary capital, a PE firm can provide the financial resources.
  • Operational Expertise: Should you recognize the need for operational improvements or feel that external expertise could scale the business more effectively, a PE firm can bring in seasoned professionals and industry experts.
  • Succession Planning: Owners looking for an exit strategy, especially in family-owned businesses, may see PE involvement as a way to ensure smooth leadership transition and continued growth.
  • Risk Diversification: For business owners whose majority of wealth is tied up in their business, selling a portion to PE can help diversify personal financial risk.
  • Valuation and Market Timing: If industry valuations are particularly high or there’s increased PE interest in your sector, it might be a strategic time to sell and maximize returns.
  • Desire for Partial Exit: Owners who want to cash out a portion of their equity while staying involved in the business might find a PE deal especially appealing. This allows for capitalizing on the business’s current success while still participating in future growth.
  • Leveraging Market Trends: If your business stands to benefit from specific industry trends or macroeconomic factors that a PE firm can capitalize on, it may be a good time to sell.
  • Access to Networks and Partnerships: If entering new markets or forming strategic partnerships is a priority, and a PE firm offers those connections, it can be a compelling reason to sell.
  • Streamlining and Efficiency: Businesses that would benefit from a restructuring, streamlining, or efficiency overhaul can leverage PE expertise to implement these changes more effectively.
  • Regulatory or Competitive Pressures: If your industry is facing significant challenges, whether from regulatory shifts or competitive pressures, partnering with a PE firm can provide the resources and expertise to navigate these challenges.
  • Preparing for a Future Exit: Owners looking for a bigger exit in the future might see PE involvement as a stepping stone. PE firms can enhance the value of the business, positioning it for a more profitable sale down the line.

While these scenarios outline when it might be beneficial to sell to PE, it’s equally important for business owners to evaluate their personal objectives, assess the company’s long-term vision, and consider potential challenges. Properly timed and executed, a partnership with a PE firm can offer substantial value to both the business owner and the company itself.

Will the PE Fund Take an Active Management Role in the Business?

Usually, PE firms are hands-on, especially if they believe operational improvements can increase value. They might bring in their management team, sit on the board, or actively guide strategy.

How to choose the right private equity firm?

Choosing the right private equity (PE) firm is a critical decision for business owners or stakeholders. The right partnership can lead to significant growth and value creation, while a mismatch can result in conflicts and underperformance. Here’s a guide to help in making an informed choice:

Alignment of Vision and Strategy

Ensure that the PE firm’s vision for your company aligns with yours. Discuss growth strategies, potential markets to explore, products to launch, and other strategic initiatives.

Understand their exit horizon and how it matches with your own timeline.

Industry Expertise

Look for PE firms that have experience or expertise in your industry. This ensures they understand the nuances, challenges, and opportunities specific to your business.

Review their current and past portfolio companies to gauge their sector experience.

Track Record

Analyze the PE firm’s historical performance, specifically with companies similar to yours in size or industry. Consider how their past investments have grown, the successes they’ve achieved, and even the failures.

Operational Support

Some PE firms provide not just capital but also operational support. Evaluate the value-added services they offer, such as management expertise, process optimization, and strategic guidance.

Cultural Fit

A strong cultural alignment is crucial. Assess the PE firm’s values, communication style, and approach to see if they resonate with your company’s culture.

Consider having informal interactions with the PE team to gauge compatibility.

Financial Structure

Understand the financial structure of the proposed deal. Consider aspects like the amount of leverage they plan to use and how it might impact the business.

Evaluate terms related to management equity rollover, earn-outs, and other deal-specific terms.

Reputation and References

Conduct due diligence on the PE firm’s reputation in the market. Consider both the financial community’s perspective and that of entrepreneurs they’ve partnered with.

Speak to leaders of their current or past portfolio companies. Their experiences can provide invaluable insights.

Size and Stage Fit

Ensure that your company fits within the PE firm’s typical investment size and stage preference. A mid-sized company might not be the right fit for a large PE firm focused on mega-deals or a small PE firm with limited capital.

Network and Connections

Evaluate the PE firm’s network within your industry. Their connections could lead to potential partnerships, client introductions, or even strategic hires.

Terms of Engagement

Review the terms they typically include in their agreements. This can encompass areas like governance, decision-making rights, and clauses related to future financing rounds or exits.

Flexibility and Responsiveness

Gauge how flexible and responsive they are during the negotiation process. This can be indicative of how they’ll behave post-acquisition.

Post-exit Relationship

Discuss their typical post-exit involvement. Understanding whether they prefer a hands-on approach or give management significant autonomy can be crucial for day-to-day operations.

Selecting the right PE partner is as much about the qualitative aspects—like trust, mutual respect, and alignment of vision—as it is about the financial terms. Taking the time to conduct thorough due diligence and trust your instincts can pave the way for a successful partnership.

What types of businesses do private equity firms buy?

Private equity (PE) firms invest across a wide range of industries and business types. Their investment preferences are often shaped by factors such as their specific fund size, investment strategy, industry expertise, and target returns. However, there are some common themes in the types of businesses they target:

Mature Businesses: PE firms typically prefer established companies with proven business models, consistent cash flows, and a track record of profitability.

Growth Potential: Companies that have significant potential for expansion, whether organically or through acquisitions, are attractive to PE firms looking to drive value creation.

Undervalued or Underperforming Companies: Some PE firms specialize in identifying businesses that are undervalued or underperforming due to various reasons (e.g., operational inefficiencies, market misperceptions) and then turning them around.

Strong Management Teams: PE firms often look for companies with capable management teams in place, as this can be a key driver of post-acquisition success. However, in situations where the management team is perceived as weak, PE firms may still invest but with plans to make leadership changes.

Recurring Revenue Models: Businesses with stable, recurring revenue streams—like subscription models or long-term contracts—are particularly attractive because they offer predictable cash flows.

Industry Leaders: Companies that hold significant market share, possess a unique competitive advantage, or are leaders in their respective industries are prime targets.

Sector-Specific Targets: Some PE firms focus on specific sectors due to their expertise or market dynamics. Common sectors include technology, healthcare, consumer goods, manufacturing, energy, and financial services, among others.

Asset-Heavy Companies: PE firms, particularly those leveraging buyouts, might target asset-heavy businesses. These tangible assets can serve as collateral for debt used in the acquisition.

Family-Owned Businesses: Many family-owned businesses turn to PE firms for succession planning, growth capital, or liquidity events.

Distressed Assets: Some PE firms specialize in distressed or special situations, where companies might be facing financial hardships, bankruptcy, or other crises. The goal is to buy at a significant discount, restructure, and then sell at a profit.

Spin-offs: At times, larger corporations divest certain divisions or subsidiaries that no longer align with their core strategy. PE firms can acquire these spin-offs, especially if they believe they can operate more efficiently or profitably as independent entities.

Start-ups and Early-Stage Companies: While traditional PE firms often target mature businesses, there are PE funds (and venture capital firms) that focus on younger companies with high growth potential, especially in sectors like technology or biotech.

Businesses with Strong IP or Technology: Companies that possess unique intellectual property, technology, or patents can be attractive, especially if they offer a distinct competitive advantage or monetization potential.

In summary, while PE firms have a broad investment mandate, they generally look for businesses that offer a clear path to value creation and an eventual profitable exit. The specific types of businesses they target will largely depend on their investment thesis, industry trends, and the firm’s expertise and strategy.

What’s the difference between a private equity sale and private equity investment?

A PE sale typically involves the PE firm acquiring a majority or entire stake in the business, leading to a change in ownership. In contrast, a PE investment often involves acquiring a minority stake, injecting capital for growth without changing the primary ownership.

What is the typical after-sale Involvement with private equity?

Post-sale, business owners might remain involved in various capacities, such as staying on the management team, retaining a board seat, or acting as consultants.

How is private equity funded?

PE firms raise capital through

  • Commitments from Institutional Investors: Such as pension funds and endowments.
  • High-net-worth Individuals: Wealthy individuals seeking diversified investment opportunities.
  • Debt: In leveraged buyouts, debt can fund a significant portion of the purchase.

In summary, selling to a PE firm in the UK offers both opportunities and challenges. Business owners must understand the intricacies of the process and be clear about their objectives before diving into such a transaction.

For further information and impartial advice about private equity buyouts, feel free to contact us.