When you’ve reached the point of selling your business, after all the years of hard work, there is one last major decision to make: who to sell to. The acquirer you choose will dictate both your financial situation and quality of life over the next 3-5 years, so the decision couldn’t be more important.
When I searched the Internet for advice from owners on who to sell to – a strategic acquirer or a private equity firm – I mostly found banks and financial advisors giving information that was biased toward their own worldview. Thus, I’m writing this article to offer a more balanced perspective from an entrepreneur whohas soldto both strategics and PE firms.
Strategic vs Private Equity Buyers: Basic Differences
If you’re unclear on what these two terms mean, I’ll give you the high level difference:
Strategic Buyer: Pros & Cons
Strategic buyers differ from private equity firms in that they have a vested interest in absorbing a company into their own business (i.e. a large retail chain acquiring a mom & pop shop with the intent of turning it into a new branch) or growing it as an independent revenue generator. Their reasons for an acquisition often make them a double edged sword, as the table below shows:
As mentioned, strategic buyers are typically willing to offer more cash upfront than private equity since they see a longer term value in the seller’s company. However, the higher cash amount comes at the cost of losing all equity in the business; strategic buyers rarely buy less than 100% of the company.
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Private Equity: Pros & Cons
While strategic buyers are interested in absorbing sellers into a larger corporate entity, private equity buyers are more interested in growing your company’s revenue and profit over several years before selling it as part of a larger consolidate entity. Naturally, this goal impacts the experience of the seller. To summarize:
Working with a PE firm is essentially trading a longer time frame for a potentially larger payday down the road. This setup is why PE firms tend to pay higher overall sale prices (cash + equity) than strategics– an especially prominent distinction over the last five years.
NOTE: I’ve found that having the right M&A advisory firm negotiating your deal is a major factor with either type of buyer, and the added complexity of PE deals further underscores this need. Smaller companies will also need to hire a good M&A attorney.
Personal Stories From Entrepreneurs on Their Acquisition Outcomes
While anecdotal, the experiences of entrepreneurs who have sold their businesses may be informative to you. Below, I’ve summarized the deal structure, outcome, and overall feeling of 3 entrepreneurs I’ve met through professional networks who have gone through the acquisition process with either a strategic or private equity buyer.
Scenario 1: Strategic
Raj accepted an offer from a strategic buyer for his fintech business in the late 2010s. The deal was 67% cash, 33% stock – less cash than he and his partner wanted, but at a 14x multiple, the valuation won them over.
The acquirer was a traditional public company who wanted to modernize the business. Raj agreed to a 3 year earnout. The relationship was fraught with conflict from early on, with his new owners seemingly doing everything possible to ensure he didn’t hit his targets.
Raj and his partner eventually retained an attorney and the relationship became even worse, until a few months before the earnout was over, the company sold off that part of their business to another public company, absolving him of his job and awarding him the full value of the earnout. Raj was pleased in the end, financially-speaking, but wouldn’t go through the sale process in the same way again.
Scenario 2: Private Equity
Jed and his partner sold 80% of their marketing firm at a 9x multiple in early 2020. The buyer was a large private equity firm with a good reputation. They were introduced to the buyer by an M&A advisor who had sold to them before and so they trusted their business was in good hands.
They had a 3 year earnout and, although I spoke with them before its completion, they had a positive experience throughout. Their contacts at the PE firm were former entrepreneurs that realized the importance of keeping former owners engaged and motivated. The larger entity they became when merged with several other marketing firms is sustaining the economic downturn exceptionally well. They are likely to make more from their 20% stock than their 80% cash.
Scenario 3: Private Equity to Strategic
David sold his adtech platform to a PE firm in the early 2010s at a 10x multiple of EBITDA. The deal was 75% cash, 25% stock, with a 4 year earnout. Before the end of the earnout, a large strategic buyer purchased the new entity his platform had been rolled up into – which included 4 other adtech businesses that had been vertically integrated – and he entered another earnout of 2 years.
In total, he worked 5 years for acquirers. The PE firm generally kept their promises and, while maintaining high expectations, left David to make his own schedule. The strategic, however, was rather suffocating and David couldn’t wait to exercise his options on the final day of his earnout. Overall, he did much better than he would have with, say, an all-cash offer and no earnout, but he got burnt out over those 5 years.
Private Equity vs Strategic Acquirers: Which is Right For Your Company?
Both private equity and strategic buyers appeal to different types of sellers, depending on their goals for a transaction. The table below outlines a few common goals sellers have and matches them with the right type of buyer.
Conclusion
With the level of uncertainty in 2023, the best advice I can give to business owners interested in selling is to create a relationship with potential buyers and begin getting feedback. You can build these relationships by running a formal deal process with a broker or M&A firm – I’ve done both – or you can speak with an M&A advisory firm first, who will represent your interests far better.
If you go the latter route, you’ll want to choose anadvisorat a small to midsize firm that offers the ability to work with a founder or general partner – larger firms will likely delegate your account to a junior executive lacking the experience found in upper management positions.
If you have questions as you go down this road, I’m happy to take a few minutes to chat as a fellow owner.
