In today’s market, buyers outnumber sellers as the volume of private equity investors and easier access to capital continues to balloon. Company valuations keep climbing as the pool of contenders pursuing buyouts increases.
With this shift in demand, the way PE needs to approach due diligence has evolved. PE firms need to dial in business metrics and quantitative research. But they should also consider the role strategic relationships have in closing a deal.
If PE wants to impress a seller, they need to demonstrate they’ve collected industry insight through research and can articulate a growth plan. But perhaps most importantly, they need to show they have the right access to industry relationships.
Sellers’ expectations of buyers are far greater than just a check. They are asking more questions of buyers and the PE firm that can best answer these questions and appeal to the owner’s motives and interests will inevitably come out on top. Simply put, private equity investors need to find and demonstrate their edge over other M&A sponsors.
But it’s not just buyers who are engaging in due diligence. Sellers are conducting their own diligence practices too. In a report about market sustainability on axial.com, senior banker Steve Rathbone from Stout Advisory said, “Due diligence in 2018 versus 2007 is a more extensive, thorough process on the buy-side, and sellers are now frequently conducting sell-side diligence and quality of earnings prior to going to market.”
The PE firm that can better understand what questions business owners are asking, will be prepared to provide compelling answers.
Sellers look at a number of drivers to see how transaction-ready their business is. Some of those barometers include questions such as:
- Is my business right for a PE buyer?
- Can I show clear growth potential?
- What are the business’ weaknesses and how can I strengthen them?
- What sales trends should I consider?
Other factors include profitability recasting, customer concentrations and depth of management. Evaluating these areas gives the seller leverage when it’s time to negotiate with the buyer.
Once the seller has determined if they’re a good fit for PE, they need to figure out who the right buyer is. Sellers generally choose private equity investors over other strategic buyers because PE has a lean management style that avoids wasting time and money. According to an article about PE strategy on hbr.org, PE firms, for the most part, are more influenced by the opportunity to sell than finding ways to share costs, capabilities and customers among their businesses. If this fits the seller’s vision for the company, PE is a no-brainer.
The adequacy question
Once the seller has determined PE is the right direction, the first benchmark they measure is adequacy — can the buyer demonstrate the financial and operational fundamentals of a buyout firm? Can they offer a fair market price and buy, sell and grow the company, securing high rates of return for all co-investors?
Because most PE firms already meet these adequacy requirements, they need to find other ways to edge out the competition.
What will convince the seller to choose one private equity investor over another? It helps to understand the seller’s perspective and what their ultimate motives are. For example, most sellers are coached to negotiate with multiple PE firms, which generally leads to higher valuations and better agreements for them.
Many sellers are financially driven, so the size of the offer matters, especially in this high-priced, deal-making environment. Other business owners have different motivations about when and where to sell, such as retirement plans and other timelines that fit their personal lives. Many also feel a sense of community to the town or city they live in. They are concerned about the welfare of their employees and employees’ families. They want to feel a sense of partnership while transitioning the company to PE on their terms.
How to gain a competitive edge
If a PE firm is up against other capital providers who meet the seller’s price, they can edge out the competition if they do the following:
- Understand the seller’s vision for growth
- Articulate they are informed about the seller’s market
- Demonstrate they understand company’s current position
- Show they have resources in place to scale the company
- Can clearly articulate the transition and future for the owner and employees
Above all, the private equity investors need to be able to provide the seller with a credible plan to compete — one that leverages industry experts, market data and key influential relationships that will aid in advancing portfolio growth. They should present a plan that speaks to scaling the business in terms the seller most identifies with.
Build relationships with expert advisors
Apex Leaders know how to connect PE with expert advice, insights and relationships that will help them get ahead in this fast-paced market. The right advisor can fundamentally change how PE views an investment and wins the right deals by building relationships faster.
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