Experience in Independent Sponsor Secondaries?

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September 26, 2024

by a searcher from Cornell University - SC Johnson College of Business in Salt Lake City, UT, USA

Last year, we had an LOI to acquire the majority of a company with $9.4M in EBITDA, $60M in revenue, and an $80M enterprise value. In the end, two of the three company founders decided not to move forward with the deal. Now, about 10 months later, the remaining founder reached out and is looking to sell his shares at a discount.

The company operates in the same industry as my previous business, which I exited from. It has a 15-year history of steady growth, with two of the founders actively running it and wishing to continue doing so.

Does anyone have experience with secondaries from an independent sponsor standpoint? I am familiar with the independent sponsor compensation model in traditional control buyouts (2.5% of EV up front, 5% of ongoing Ebitda, and 20% carry), but how is an independent sponsor compensated in secondary transactions. Any insights into what a typical compensation structure looks like for this type of deal?

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Reply by a searcher
from The University of North Carolina at Chapel Hill in Atlanta, GA, USA
Yes, you are just acquiring a minority stake in the business. Not uncommon. Sounds like you would be raising capital to make the investment? Is that the “fee” you are asking about? Happy to discuss if helpful.
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Reply by a professional
from University at Albany, State University of New York in Delray Beach, FL, USA
Unclear what you mean by fee structure, but happy to discuss further. Sending a PM.
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