As the search space continues to evolve so do both searchers and their investors. We all love the positive LinkedIn posts and success stories and shaking hands at ETA conferences, but behind closed doors it is a battle to get deals across the finish line. Coming from a private equity background, most PE firms will sign a deal with 45-60 days of exclusivity and close at the end of that timeline or maybe timing slips 2-3 weeks max. I help all sorts of searchers, both traditional and self-funded, work through diligence with a private equity lens including a more detailed LBO returns model, industry research, competitive landscape / benchmarking analysis, and evaluating KPI trends as part of the investment memo. I've helped 10 searchers on post-LOI deals over the past eight months and nine of those deals have died. These were not one-page tear sheets on pre-LOI deals, but full models and memos created for post-LOI deals that ultimately did not get across the finish line. After my blog post at the beginning of the year providing 24 tips for searchers in 2024 I wanted to provide new lessons learned that will help searchers navigate the current environment. Below are some new tips, especially for those who recently launched their search and are looking to be as efficient with their time as possible in evaluating new businesses. Hopefully this article isn't viewed as negative, but moreso realistic and constructive in driving diligence efficiencies and saving time, resources, and capital throughout your search process.
The Harvard ETA conference has stated the past two years that searchers sign an average of three LOI's before closing a deal. I'm sure we'll hear that same stat repeated again in October at next month's conference. Years ago, I had assumed that the bulk of dead deals within the search community would be similar to private equity - the owner walked away and got cold feet after several grueling weeks of diligence or the Quality of Earnings came back with significantly less EBITDA and the process was broken. Out of the 10 post-LOI transactions I've worked on year-to-date, only one deal was related to a weak QoE report and only one seller walked away (which was really after months of trying to raise gap equity due to investors not stepping up). Below is a summary of 10 deals I've worked on throughout 2024 and the reason the transaction did not close:
LOI over-valued - searcher walked
Healthcare payor rates increased - owner materially raised valuation - searcher walked
No investor backing / equity gap (traditional search)
No investor backing / equity gap (traditional search)
Negative background check on company CEO - searcher walked
No investor backing / equity gap (traditional search) - seller became impatient with equity gap and walked
No investor backing / equity gap (traditional search)
QoE showed 35% reduction in LTM EBITDA - searcher walked
No investor backing / equity gap (traditional search)
Self-funded search learning management software (LMS) business - CLOSED!
What was interesting to me is of the nine post-LOI transactions, five of them were related to the searcher having a meaningful equity gap from their investors and the deal dying. To some extent I get it - we have an upcoming election with political risk, uncertain debt markets with high interest rates, fears of a 2025 recession, and some of the assets may be sub-scale. On the private equity side, the M&A markets have been very quiet through August with few deals getting done, though things are beginning to pick up heading into October. The interesting part about traditional search is your cap table is essentially paying for exclusive deal flow. In most scenarios, if over 50% of your cap table passes on a deal and the searcher still wants to close the transaction, they must pay their day-one investors a 1.5x step-up as part of closing. So, if you received $500K of initial backing you must pay your investors $750K at the closing of your transaction if you utilize other sources of capital. This construct was new to me and not common in private equity. On one hand, if you don't have 50% backing from your cap table you should probably kill the deal before you sign an LOI. Support from your lead investors means everything. On the other hand, if investors are pencils down due to macro concerns or wish to sit on dry powder, your transaction shouldn't become more expensive just to pay out your investors. I urge searchers to overly communicate with investors around the LOI stage and get preliminary reads on check size and investor appetite upfront to avoid delays down the road. You'd rather kill a deal upfront rather than spend time and money on QoE, legal, etc. only to eventually walk away from the deal.
Below are some additional tips as you work through your sourcing, diligence, and post-LOI processes:
LOI Exclusivity
Many searchers come to me and ask if 60 days of exclusivity is enough for their LOI or you may be at a crossroads with he owner on negotiating for 60 vs. 90 days of exclusivity. Frankly, it doesn't matter. Many of the search deals I've recently worked on have taken searchers 4+ months to work through diligence. I believe the average search LOI takes five months to get to a successful closing. While PE firms have a team of four investment professionals, five blue-chip third-party firms (large diligence budget), two full-time operating partners, and additional consultants working to close a transaction diligently within the exclusivity period you have...you. M&A and in-depth diligence takes time not only to dig into a company's history and financials, but rounding up all workstreams to get a deal across the finish line (legal, tax, QoE, reps & warranty, NWC peg, structuring, seller negotiations, lender conversations, raising equity from investors, etc.). I always tell searchers more days of exclusivity is better than fewer, however, it's an easy point to 'give' on in negotiations. Ultimately, if you're working in good faith (and usually the owner is the one dragging their feet), the unsophisticated mini broker and owner will gladly grant you an additional 30-60 days of exclusivity if you're making process and still working towards a closing mid-way through diligence.
QoE Timing
Searchers always ask me when they should engage a QoE firm to verify the target's financials. It's a good question and there isn't a one-size-fits-all answer. Some searchers are ultra frugal with diligence costs and will wait until the last minute to engage a QoE firm. I personally would suggest conducting a QoE earlier in the LOI period. Validating the company's financials is critical to make sure you want to continue to spend time diligencing an opportunity. If cash to accrual turns out that EBITDA is 40% lower you'd rather know this fact upfront and kill the deal vs. have it be the last step. Many private equity firms will spend $50-150K on quality of earnings reports, however, there are multiple firms that specifically do 'lite' QoE reports or help searchers for a total cost of $20-30K. In my opinion, it's worth getting that read upfront and will likely save you dollars down the road if you do not move forward with a deal.
Pick the Right Investors and Evaluate Their Capacity
Some of the searchers I've worked with are lucky to get responses from some of their lead investors or larger names on their cap table. I have sympathy for their frustration when someone has exclusivity over their future deals, but does not engage or join in on light diligence. It's no secret that search and ETA are becoming somewhat saturated. I'm still bullish on buying sub-$4 million EBITDA businesses (I still hate the term SDE as why would an owners salary be an addback if you plan to pay yourself a salary), but I believe search is at a tipping point ready for disruption. Many of the top traditional search investors have teams of 5-10 people. They have existing portfolios of 20-50 searchers and they've just backed a brand new batch of 50+ searchers of which maybe 20 will close on a deal over the next 1-2 years. If a firm has five investment professionals and 40+ active portfolio investments how in the weeds can you really be with any one portfolio company? If you have dozens of backed searchers actively looking for businesses and each signs an average of three LOI's, how much bandwidth or capacity does your team really have to meaningfully advise and guide your searcher in the right direction at the LOI stage? Most lower middle market private equity firms have 6-10 investment professionals, but only 10-12 active portfolio companies at any given time. Another important element to finding the right partner is check size. Convince your investors that it's unreasonable to buy a $4 million EBITDA business with 30% margins and highly predictable, recurring revenue for a 4x EBITDA valuation (joking, but serious). Not every deal is going to be right down the fairway or a home run, but you want investors who are flexible and can flex up or down with an equity check. I've seen a lot of searchers pitch slightly smaller deals to their lead investor who will immediately pass due to check size. The searcher's target may have been $3-6 million of EBITDA and they found an interesting business that generates $1.9 million of EBITDA. Find investors who can start small and will layer in incremental capital and help you grow / scale through add-on acquisitions, de novo openings, or greenfield facilities. Not all capital needs to be deployed day one.
In private equity, limited partners will see dozens of co-investments and pass on opportunities throughout any given quarter. There are no repercussions to passing on deals - sponsors will simply pitch to new firms and there is no 'cost' or exclusivity involved. However, in the search space, traditional searchers are banking on their investors and cap table to step-up and engage in order to close transactions, especially given the often highly conservative use of debt at closing (thus requiring more equity). At the end of the day, it's why investors are believing in you and investing into your search day one. I've chatted with many searchers (active clients and prospects) who have asked about their optionality to transition to self-funded deals or find a large family office to write the entire check and how they can get deals across the finish line without investor support. There is no doubt the search space will continue to evolve. The key takeaway: (i) If you're midway through your search, build a strong relationship and ongoing dialogue with your top 3-4 investors on your cap table. You'll need them to get a deal across the finish line and you'll need their support both during diligence and post-closing. My advice is do not sign an LOI if you do not have at least 50% of your cap table supporting the opportunity. As much as you may love the deal, it's going to be an uphill battle to ultimately get to closing. (ii) If you're finishing business school or about to launch your traditional search be selective with your cap table. My advice is ask for references from investors with other active and former searchers / CEO's they've backed to better understand their involvement and true value-add. Dig into their portfolio and track record online - if they have 80 portfolio companies and a team of six investment professionals, three of whom are Analysts and don't have any formal investment banking or private equity experience, chances are you won't be receiving much support during diligence let alone receive an email response. There are some excellent traditional search investors and teams that add significant value - find them. The same goes with board members. Don't settle on inexperienced, hands-off, expensive board members (believe me they are out there) and find folks who genuinely are passionate about a subsector, bring relevant experience, can add immediate value (i.e. customer introductions), and are aligned (personally investing).
Specialize
Another piece of advice - when you write your PPM and highlight 2-3 sectors of interest based on your experience and interests, stick to them. Many searchers will tell me they are looking at aerospace & defense or industrial services / contract manufacturing businesses with $2-4 million of EBITDA and ask my thoughts about an $800K EBITDA med spa business. Your investors didn't back you to be a generalist. Sector-focused funds and specialist investors have outperformed generalists within private equity for decades. Stick to what you know and remain patient. I'm beginning to see searchers stretch outside of their sweet spot whether it may be subsector or company size and it's not worth it. Remain patient and find the right business - it'll pay off when you're CEO 5-8 years later and enjoy the subsector you operate in. Your odds of success are likely higher as well.
Outside the Box
Search used to be highly cookie cutter. Traditional or self-funded. Solo or partner. Very simple tiered carry constructs based on time and performance. I'm beginning to receive more questions on traditional search vs. independent sponsor and the differences in common constructs around management fees, monitoring fees, transaction closing fees, carry, salaries, etc. There are rumors that over the next 24 months, the SBA limit of $5 million loans may be increased to $10 million. This would dramatically change the current traditional search landscape having access to more capital to close mid-size deals. Family office dry powder exceeded $2.5 trillion in 2023, an all-time record. Ultra high net worth families are looking to diversify investments and asset classes. More and more single and multi-family offices are beginning to write $2-20 million equity checks into search and independent sponsor transactions, which is opening new doors for searchers to close on slightly larger opportunities. Negotiate unique constructs and find the right partners.
There's no doubt that 2024 has been a slow M&A market and a challenging environment to close deals. I anticipate deal flow to pick up this winter post-election and into 2025. Continue to remain patient and disciplined during your search. If you are an active searcher or independent sponsor and could utilize additional help with diligence please feel free to reach out to our team. We hope you find these tips to be helpful as you evaluate new pre- and post-LOI opportunities!
RiverStone Reporting
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