Understanding Seller Notes in M&A: Insights from 100 LOIs
A seller note is a form of seller financing in which the seller of a business agrees to defer a…
For lower to middle market private equity funds, a key value creation lever can be the successful, collaborative transition of a founding CEO. A key part of the investment thesis in these instances is bringing in a new CEO to build upon prior success and lead the next stage of the company’s lifecycle.
During the courtship phase, financial sponsors and founders tend to agree on more rather than less. They often align on a similar worldview, a shared belief in the business prospects, and an investment thesis on how to maximize value. This investment thesis often includes a transition plan that allows for a new CEO to lead the company in the next phase and by default serve as a responsible custodian of the founder’s reinvestment equity.
It’s a great model for many entrepreneurs — get some cash out, move into a board role, let the PE firm and new CEO take on the punishing assignment of executing the next operating plan. After all, the investor’s track record demonstrates their ability to create value, trigger wealth-creating events, and this can all happen for a founder as an active board member versus an always-on CEO. As they say, “Would you rather be the king or would you rather be rich?”
Despite the shared understanding between sponsor and transitioning CEO about the validity of the plan, doubts will rise and fall in the entrepreneur’s mind. “Will we actually find someone who cares about the company and our employees the way I do?”  “What happens if we hire a CEO who says all the right things but can sleep soundly at night when we have an unsatisfied client?” “Am I going to miss riding the roller coaster?”
During the process of searching for a new CEO, one of the most under-appreciated success factors is the collaboration between the executive search partner and the transitioning founder.
“Our ability to achieve our desired MOIC [multiple on invested capital] depends entirely on the CEO replacement search being a successful project,” says a partner at one lower middle market private equity firm. “The whole process is complex and it’s something we’re good at. But it also depends on a search partner who can calibrate quickly and empathize deeply with an owner/operator.”
We talked to several lower middle market private equity firms about best practices for working on founder/CEO replacement searches. These were the takeaways from our discussions: