Factors to Consider When Selling a Business to Private Equity
Selling a business to a private equity firm can be a complex and strategic process. Private equity investors look for specific criteria when evaluating potential acquisitions.
Learn the top three critical factors to consider when selling a business to private equity:
Valuation and deal structure
One of the most crucial aspects of selling a business to private equity is determining the company’s valuation. Private equity investors will conduct thorough due diligence to assess a business’s financial health, growth potential, and market position. It’s essential for the seller to have a clear understanding of valuation drivers and be prepared to negotiate a fair deal.
Deal structure is also important. Sellers should carefully evaluate deal terms, including the purchase price, payment structure, earn-outs, and any potential equity stake or management role post-acquisition. Understanding the implications of different deal structures and seeking professional advice can help provide a successful and mutually beneficial transaction.
Strategic fit and growth potential
Private equity firms are often looking for businesses aligning with their investment thesis and strategic objectives. Sellers should assess the strategic fit between their business and the private equity investor for alignment in vision, goals, and growth strategies. Demonstrating a business’s growth potential — including opportunities for expansion, market penetration, and operational improvements — can significantly enhance its attractiveness to potential buyers.
It’s essential for sellers to articulate a clear growth strategy and value creation plan resonating with the private equity investor’s investment criteria. Highlighting the business’s strengths, competitive advantages, and scalability can help build confidence and drive interest from potential buyers.
Management team and transition plan
Private equity investors often place a strong emphasis on management team quality and their ability to drive business performance post-acquisition. Sellers should assess their management team’s readiness to work with the new owners and navigate any potential changes in leadership or operational structure.
Developing a comprehensive transition plan outlining key executives’ roles and responsibilities, succession strategies, and post-transaction integration plans is critical for a smooth ownership transition. Sellers should be prepared to address any gaps in leadership, talent retention strategies, and organizational development to allow for a successful transition and boost the business value.
How we can help
At CLA, we can assist you in selling a business to private equity. We understand it requires careful planning, strategic thinking, and meticulous execution. By considering these top three factors — valuation and deal structure, strategic fit and growth potential, and management team and transition plan — sellers may navigate the complexities of the transaction process and position their business for a successful sale to private equity investors.
Craig Arends is a principal at CLA and is the managing principal of CLA's private equity practice. Craig brings a concentration of experience in providing accounting and transaction structuring advice for leveraged recapitalizations, purchase accounting and SEC reporting, assessing quality of earnings, and GAAP accounting. He has far-reaching experience with critiquing financial models and reviewing target companies' financial performance to identify cost reductions and/or operating efficiencies Craig has more than 30 years of experience in public accounting serving public companies, private equity groups, and companies, including a term as principal in charge of a Big Four Capital Markets Group in Moscow, Russia. He has led financial accounting due diligence projects for private equity investor groups and venture capital funds, primarily in the technology, communications, and manufacturing industries, as well as assisting with Foreign Corrupt Practice Act matters ranging from investigation of payments made, validation of compliance with corporate policies, and review of proposed transactions to ensure compliance. When not working, Craig enjoys watching any sports, but his most favorite are baseball, football and soccer.
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