I have come across a good opportunity to buy a successful company. The owner has been very successful and wants to sell since he is 75. The current general manager would like to buy the company but doesn't have enough money to do so.
The owner would like his general manager to buy into the new company so that he has a portion of the equity after the transaction. This concerns me for a few different reasons but the largest is the fact I don't know the GM so becoming equity partners while I have a personal guarantee on a loan is something I am not interested in.
What would be a good way to address this? How do PE firms traditionally incentivize the existing management after an acquisition?
Carried interest is used in a traditional search but I believe part of that is rewarding the searcher for finding and closing the new business and bringing it to the investors. Whereas existing management incentives may not be as lucrative.
My thoughts lean toward proposing to buy 100% of the business and offer the current GM a very large bonus in 5 years if he operates it successfully such that he could use that as downpayment to buy me out.
Opinions on this?
Existing Management Wants to Buy-In New Company, How to Incentivize Mgmt
by a searcher from Duke University
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Regarding what you do with equity, I don’t think it prudent to provide equity to the GM upfront for reasons you’ve already stated. Instead, you want to base his compensation off EBITDA growth and you may want to be careful of how much of that you commit to up front. When I purchased my third company, literally three key staff members demanded raises in two business days. People get greedy when large sums of moneys are exchanged and think “where is my cut?” And really the seller should pay the GM out of the money from the sale if he’s so convinced the GM should have more- not first out of yours. You don’t have a debt for the GM’s past performance to the seller; the seller does IMO.