For owners

You are about to make a financial decision about something that isn't financial.

Most of the people we buy from have spent twenty or thirty years building one company. The valuation matters, but it is rarely what keeps them awake. What keeps them awake is the plant, the people in it, and whether the name over the door survives. This page answers those questions before you have to ask them, including the parts owners do not enjoy hearing.

Rollover equity

The part most owners understand least

You can sell all of it, or sell most of it and keep a minority stake alongside us. Almost every owner we have bought from chose the second, and in four of our seven exits the retained stake was worth more than they expected the entire company to be worth when we first met.

Selling all of it
Illustrative, $40M enterprise value
Enterprise value at closing
$40.0M
Retained stake
—
Proceeds at exit, year five
—
Total to the owner
$40.0M
Clean, certain, and finished on the day of closing.
Selling 75%, rolling 25%
Same company, same closing date
Cash at closingEnterprise value less the portion rolled into the new holding company
$34.5M
Rolled into new equity25% of the equity in the company that now owns the business
$5.5M
Equity value at exit, year fiveEnterprise value $78M, senior debt paid down to $8M
$70.0M
Total to the owner
$52.0M
The retained 25% returns $17.5M against the $5.5M rolled. This is an illustration of how the structure works, not a projection or a promise. Leverage works in both directions, and a company that underperforms can return less than the rolled amount or nothing at all.

Why we want you to keep a stake

It is not generosity. An owner with money in the second transaction tells us things a seller with nothing at stake does not — which customer is fragile, which manager is carrying the place, which piece of equipment is closer to failure than the maintenance log suggests.

If you would rather take all cash and walk, we will still buy the company. But we will ask you why, and the answer usually tells us something useful.

What changes

We will replace you, and we will say so now

Some buyers tell an owner that nothing will change. It is the most common untruth in this business, and every seller who has been through it once can hear it coming. Here is what actually happens.

Chief executive
We install our own, usually within the first month, drawn from our operating partners or recruited before closing. If you were running the company, you will not be running it a year from now.
Chairman
One of our partners takes the chair. The board meets monthly for the first year, then quarterly.
Your role
Most owners stay twelve to twenty-four months in a defined consulting role — customer relationships, supplier history, and the things that are in nobody's file. It is paid, it is contractual, and it has an end date agreed before closing.
Your management team
We meet them before we sign, not after. Second-layer managers usually stay and are often promoted; we have no interest in buying a company and then losing the four people who know how it runs.
Your employees
Headcount reductions are not part of our model — our thesis is growth and add-on acquisitions, not cost extraction. Where roles have changed it has been in finance and administration, where a company of this size typically lacks the reporting a larger business needs.
The name
Usually kept. It is worth something to customers and to the people who work there, and we have never yet had a commercial reason to remove one.
The location
Kept. We buy companies where they are, and we have never relocated a facility after closing.
Diligence

Questions you should ask any buyer

Including us. An owner sells a company once and a buyer buys one every year, and that asymmetry is the single biggest disadvantage you carry into the room. These seven questions close most of it.

Where is the money today?

Committed fund, or raised per transaction? If per transaction, who holds it between signing and closing, and how many times has that process failed?

Our answerRaised per transaction, held in third-party escrow. Twelve of fourteen letters of intent closed, and none of the two failures were about capital. It is all on the funding page.

Who will be in the room in month three?

Many firms send a partner to the first meeting and an associate to everything after. Ask who signs, and whether that person will still be involved after closing.

Our answerThe same partner from the first call to the board seat. There is no handoff.

May I speak to an owner you bought from?

Not a reference the buyer selects. Ask for the full list of companies acquired, and pick one yourself.

Our answerWe will give you the list, including the two exits that underperformed. Call whoever you like.

What is the plan for my people?

Ask for it in writing before the letter of intent, not after. A buyer who cannot answer in specifics in week two will not have better answers in week eight.

Our answerWritten before signing, covering leadership, headcount and the first hundred days.

How long do you expect to own it?

An honest buyer has a horizon and will say it. A buyer who says "we are long-term investors" without a number is avoiding the question.

Our answerThree to seven years depending on sector, agreed with our investors before closing and stated to you at the same time.

What happens to my rollover if it goes badly?

The upside case is always presented. Ask for the downside: where does your retained stake sit in the capital structure, and what happens to it if the company misses plan?

Our answerIt sits in the same class as ours, behind senior debt. If the company underperforms, we lose money at the same rate you do. That is deliberate.

What would make you walk away?

A buyer who cannot name anything has not done this often enough, or is not telling you the truth.

Our answerCustomer concentration we were not shown, financial records that cannot support a quality of earnings review, and a management team that learns about the sale from us rather than from you.
Timing

The best time to call is long before you are ready

Most owners contact a buyer when the process is already underway and an intermediary has set the calendar. By then the answers to the questions above matter less, because the decision has narrowed to price.

Eighteen months out

Enough time to fix the two or three things that reliably cost sellers money: unaudited records, customer concentration, and a business that cannot run for a week without the owner in the building.

No process required

A conversation is not a commitment, does not start a clock, and does not require a teaser, a banker or a non-disclosure agreement. We have had first conversations that led to a transaction four years later.

You may not need us

Some owners are better served by an auction, a strategic buyer or by not selling at all. We will say so. Twice we have told an owner to wait two years, and both companies sold for materially more.

Confidential either way

Nothing leaves the four partners. We do not contact customers, suppliers or employees at any stage without your written approval.

Start with a conversation, not a process

Dan Sheridan takes these calls himself. No teaser, no bankers, no obligation, and nothing that commits you to anything.

Contact Dan directly