Selling to Private Equity vs a Strategic Buyer: An Analysis
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 who has sold to 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:
- A strategic buyer is a company in your industry or a complementary industry that has a calculated reason for acquiring your business. Some common reasons are to: increase market share; achieve economies of scale; beat out a key competitor; and expand into a new market.
- A private equity firm is a company created to enrich their investors that operates by acquiring all or part of businesses; running them more efficiently via replacing leadership, eliminating redundancies, and achieving economies of scale; and, typically, selling the business as part of a larger entity for a substantially higher EBITDA multiple than they purchased it for.
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. For example, a regional retail chain might acquire a small independent business outside its territory in order to expand its footprint. Its motivation for buying a business isn’t purely financial like a private equity firm’s, which can lead them to make higher offers. However, working with a strategic buyer can be a double edged sword, as the table below shows:
Selling to Strategic Buyers: Pros & Cons
|Pays higher cash amounts compared to PE firms||Usually purchases companies outright, leaving owners without the opportunity for future gains through equity|
|Understands your industry and likely can carry out your vision better than a PE firm||Can sometimes undercut owners due to having less of a need for them|
|More financially stable than PE firms due to not carrying as much debt||Some positions in your company will be duplicated, leading to staff cuts|
|Tends to have more interest in the companies they acquire as real businesses as opposed to just cash generators||As your company gets absorbed into the strategic’s, your brand may be eliminated|
While the appeal of a strategic buyer offering more cash upfront is clear, it can come at the cost of losing all your equity. In constrast, private equity tends to give you a second opportunity to participate in the success of your business.
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:
Selling to Private Equity: Pros & Cons
|Tends to make deals happen quickly once initial research has been completed||Greater potential for conflict as the PE firm overhauls elements of your company|
|Can be flexible during market downturns due to reliance on debt and private investors to fund deals (as opposed to public markets)||If interest rates get historically high, as they threaten to in 2023, the PE model starts to buckle a bit and can become less stable|
|More options available during deal for current employees to keep their jobs and maintain equity in the business||Once deal has closed, tends to be coldly numbers-oriented and anyone without a new contract can be cut on little notice|
|Opportunity to retain a stake in your company as it is grown for resale, giving owners a shot at a far more substantial outcome||If the PE firm doesn’t succeed or the market dives, your equity could be worthless|
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.
|Related: See our 2023 report on the Top M&A Advisory Firms in the US.|
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.
Private Equity Firm vs Strategic Acquirers: Which Is Better?
|Owner Goal||Best Fit|
|Seller who is ready to part with the business and looking to close a deal as soon as possible||Strategic Buyer|
|Energetic operator who is seeking the best possible return for their time & effort and is willing to take on a partner in order to get a bigger future payday||Private Equity|
|Legacy-minded seller who values the company’s continuation & contributions above profit||Strategic Buyer|
|Cautious seller wishing to reduce any potential disruption that a botched sale can cause||Strategic Buyer|
|Seller whose business isn’t quite ready for sale – e.g. recovering from a down year – but is looking to maintain a relationship with a partner that will eventually acquire it||Private Equity|
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 an advisor at 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. You can reach me through the contact page of this website.