Single-sponsor search – what changes when one investor funds the search?
Hi all. I’m advising a friend who starts a 12-month search. One sponsor funds the search; other investors may join at closing. Target: profitable SME, 2–4 M€ EV. We’ve read the Stanford primer and the Yale notes, but they assume an investor group always. Five questions:
1. Ownership and instrument. When one sponsor carried the search, what’s a fair split of ordinary shares, and does the investor’s instrument (preferred vs. loan, participating vs. not, compounding vs. simple) change it? Is there a version where the searcher holds the voting majority that an experienced investor accepts, and what do they ask in return?
2. Vesting. The classic one-third at close / one-third over time / one-third on performance: did you keep it, and what metric drove the performance tranche, investor IRR or company EBITDA? Is a third at close justified when the sponsor paid a salary during the search? And when a searcher left early or was removed, what actually happened to vested and unvested equity?
3. Board and control in practice. With one sponsor on the board, what governance actually worked: independent chair, veto list, CEO mandate?
4. Exit and redemption. What did your agreement say if there’s no exit by year 7: redemption at a formula, drag-along with a floor, or something else?