Deal Structure Advice for Long Term HoldCo?
Not sure SF is the right forum but maybe worth a shot. I spent most of my career in large cap PE so I’m mot as familiar with LMM terms.
I have two businesses under LOI in my home state (I’m geographic focus) and could use some advice. One $2.5mm EBITDA and second $2mm EBITDA but sellers want a local long-term operator (not PE). Have other similar deals in pipeline.
I’d like to connect with sponsors who’ve been able to get a deal done in a hybrid structure of the typical models or investors open to such - a structure that allows the sponsor to ultimately achieve majority or 100% ownership of the business tied to performance (IRR or MOIC hurdles) and achieved via dividend distribution or debt recap in a long term holdco structure. This is to be done with non recourse / non PG senior debt (not SBA 7a).
I envision this being akin to a hybrid self funded and independent sponsor model. The sponsor maybe starts out with a 10-20% ownership position, not PGing the debt, does not take a closing fee, but over time increases ownership stake at various MOIC hurdles to investors.
SF is rife with posts on “how” deals get done in the LMM and there are three camps but wondering if there’s more:
1. Self funded - do SBA deal with a PG, keep 80-90% of the common. Downside- buy smaller and face potential bankruptcy if deals go south.
2. Trad Search - raise capital upfront for 2-3 year search, avoid PG, work to get 25-30% common carry, but searcher competes with institutional buyers for 2mm+ EBITDA businesses and need 35% net to get full carry. Difficult position for first time sponsor.
3. Ind Sponsor - float your DD costs, buy $3mm+ EBITDA business, earn 20-25% carry above 8% pref.
If you’ve been able to get a deal done (either as a sponsor or investor) in a long-term holdco structure with sponsor vesting into majority or 100% ownership, I’d love to connect.
Please let me know in comments and I’ll reach out directly.
Posting anonymously for certain privacy reasons.