Structuring a transaction when no search capital has been raised

searcher profile

February 10, 2022

by a searcher from Institut d'Etudes Politiques de Paris (Sciences Po) in Dakar, Sénégal

Dear all,

I started raising search capital for my search fund in West Africa in early January###-###-#### However after preliminary discussion with some potential investors, I felt the need to generate pipeline. Thanks to my past experience in Private Equity, I managed to source few proprietary opportunities I like (with NDAs signed and information shared) and I think there is opportunity to have a closing in the coming months. Therefore at this moment I don't feel the need to raise the search capital anymore (except maybe for due diligence and closing fees, but i have not decided yet). I still plan though to do the fundraising for the acquisition as I don't have myself the funding. Hence my questions are:
- As a searcher what does this situation change for me in terms of shareholding structure I could expect vs a traditionnal search fund and vs a self funded search fund. I have read about traditionnal and self-funded search but i guess my case is somewhere in the middle?
- If I decide to raise funds for diligence, structuring and closing fees, how would it count? I am guessing a 50% step up on those funds but I am wondering the kind of shareholding benefit would i expect as a searcher in that case

Many thanks in advance,

Sidy

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Reply by a searcher
from Saint Louis University in St. Louis, MO, USA
An approach would be to put a LOI in place with a defined time period for you to secure the acquisition capital and then go shop the deal to money sources.Put your terms in it for shareholder equity, etc. to present it as a package.If it is a compelling opportunity, there is so much money chasing deals, you will be in a strong negotiating position.
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Reply by a searcher
from University of Toronto in Toronto, ON, Canada
Hi Sidy, I’m going through a very similar scenario and will be happy to share insights. DM me and we can take it from there. Good luck!
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