Non-Circumvention for Investors
NDAs with prospective investors should include a non-circumvention provision. I have sadly seen it happen twice that a (larger, institutional)
Zone-Skipping EBITDA
Zone-skipping is a foundational principle in lower-middle market PE. Scaling EBITDA into the next zone unlocks higher valuation multiples by
When to socialize with investors
When to socialize your deal with investors: You should have 2-3 investors that you can ping whenever about whatever. So
Bankers Can Enhance Your Value Prop
Use the sell-side banker to enhance the value proposition of your bid. Instead of circumventing the banker or downplaying your
Post-Closing Mgmt. Options
Post-closing your company can be managed by: (1) The pre-acquisition incumbent (2) Yourself (3) Newly hired professional management
Own vs. Buy
There are many businesses that I would like to own, but that I wouldn't like to buy. They
Board Meeting Cheat Sheet
This is my board meeting cheat sheet. For some reason I am unable to memorize these lines, which are good
2nd Tier Cities As Competitive Advantage
Most people in Milwaukee, Wisconsin, are probably not contemplating a career as an independent sponsor, and, if they do, they
Measure → Monitor → Manage → Master
KPIs: Measure → Monitor → Manage → Master Data is crucially important, and whatever you look at regularly you’ll start caring about.
PE fund vs. Deal-by-deal?
"How do you make more money; by raising a PE fund or doing it deal-by-deal as an independent sponsor?
Minority Recaps Enabled By Flexibility
The vast majority (99%+) of independent sponsors deals are majority acquisitions, but in the off-chance that you're working
Equity Sources for Independent Sponsors
Independent sponsors raise equity from a variety of investors. Here is an overview of the main types of equity investors
Independent Sponsors = Service Providers (to Investors)
“We’re actually just a service provider. Instead of looking for deals that I really like, I look for deals
Opportunity Outside USA
I'm fascinated by the opportunity at hand for independent sponsors outside the US: There’s definitely some deal-by-deal
Reverse Earn-Out
Reverse earn-out: a seller note that is forgivable if performance declines. It’s usually named as a “seller note” in
Tariffs Impact Businesses Very Differently
Tariffs impact businesses very differently. In stark contrast to my nosediving public equity portfolio, here’s a somewhat positive real-life
12 Keys for Above-Market Terms
12 factors that can help independent sponsors negotiate above-market terms with their equity investors: 1. A low valuation. Creates value
Show the pipeline
Saying you’re going to do add-on acquisitions is table stakes. Doing deals is what dealmakers do. Instead, show me
Seller's Cold Feet Never Reheat
It's not uncommon for a seller to get cold feet. However, it is uncommon for a seller'
IS Model + Cyclical Industries = Good Match
Counter-intuitively, the independent sponsor model is particularly suited to cyclical industries, such as construction. My initial thinking was that an
Seller Transition Period
Seller: "I want to stay for x years!" Me (thinking): "I need a replacement within x months.
5 Pillars of Deal Structure
The 5 Pillars of Deal Structure: 1. Cash at close. Inversely correlated with valuation (the less cash the seller requires
How to Earn Trust With Sellers
Ideas of how to earn trust with sellers, investors, and other stakeholders: • Maximize the say-do ratio (do what you say,
Realistic Expectations = Seriously Hairy
Broker: “The seller has realistic expectations for valuation.” Translation: This deal is seriously hairy.
