Deal Origination (Deal Sourcing)
Due Diligence
Deal Negotiation
Deal Closing (Acquisition)
Post Acquisition Monitoring
Exit (IPO, Trade Sale or Buy back)
Repeat.
Deal Origination or as some call it ‘Deal Sourcing’ is how we get our deals, a potential deal can either come through a company owner approaching us or from an intermediary who will try to bring both parties (Company and Deal Maker) to close the deal. In some cases, we may just approach companies who are expanding fast and wish to grow further. In a year, we come across hundreds of potential deals - but only a few are selected.
Due Diligence is what you could call ‘doing your homework’. Before starting detailed negotiations, we try to make sure everything is fair and square. Although Auditors and Consultants are appointed to conduct the Financial, Tax, Legal and Technical Due Diligence - we also work side by side to understand the target company and its industry better. All the information collected at this time, is then used during negotiation.
At the Deal Negotiation phase, we set out the terms and conditions (covenants, representations and warranties) and other deal terms that define (or make the deal). Contracts such as Investment Agreement, Share Purchase Agreement, Management Agreement, Advisory Agreement etc are drafted to include all items that put the deal together.
Deal Closing is probably the easiest part but also contains an element of risk. It’s the conclusion of the deal, the signing of all Agreements and transferring funds* from the buyer to seller, conducting other administrative functions (usually done by a separate entity) like updating any articles of association etc.
* So where do those funds come from? Well, there are two routes - the Fund route or the Private Placement route. And this is where the element of risk can step in. Most private equity firms have a Fund, that calls upon its HNWI to bring up money as committed earlier to fund these acquisitions. However some firms choose to place (sell) a stake in the ownership of the acquired company to certain individuals who might wish to participate only in a specific sector - what we commonly call the private placement. We do through this Special Purpose Vehicles (SPVs) that are nothing but legal entities to hold our stake in the company.
Post Acquisition Monitoring requires the Deal Team (those who have worked on putting the deal together) to closely monitor the company, both from an operational and financial point of view against the expansion plan and budgets that were setup earlier by the company. Improvements to business, from Corporate Governance, Financial Reporting, Information Flow to Strategy are made at each level through either the company’s management or its board (where we have a seat).
As the company matures (usually after 2 - 4 years) with the presence of the Deal Team, we prepare it for an Exit - either an IPO or a Trade Sale (sale to a larger party, multi-national or conglomerate) or in rare cases a Buy Back by the owners. By this time, the company will have grown quite a bit with still plenty of room to grow further. (There’s a saying, in a deal - always leave something extra for the person buying - it makes everyone happy.)
And once we’ve exited the company, we return our investors money with the profit we gained for them after taking our fees for all the effort put in the above process. Then… we just repeat the process, albeit with a greater appetite for investments.
Although this may seem like a linear process - it isn’t exactly so, primarily because we deal with a number of companies and each one is at a different stage in the private equity process.
Business Plan Review
ReplyDeleteThe investment process begins when the company submits a business plan broadly outlining the following:-
Company background - history and development
Founders/Directors/Management - background
Operating and ownership structure of the company
Product or services - competitive advantages
Markets - size, growth and competition
Medium and long term expansion strategy
Historical financials summary and note on prior equity financings, if any
Future projections with key milestones
Amount of capital required and its proposed use
Management Meeting
If the business fits into our investment philosophy, we schedule an initial meeting with the Company's management to understand the business and explore the strategy and operating plan in greater detail.
Preliminary Due Diligence
Follow-up meetings with the management team of the company including visits to the offices/manufacturing facilities enable us to assess management and operational capabilities, check personnel and industry references and thus develop a more detailed understanding of the company, its strategy and its operating plan.
We view the investment process as a two way street - a time in which the Private Equity Investment team and the management team assess each other, their strengths and weaknesses, their mutual chemistry, the ability and desire to go forward for a joint effort to bring the business plan to fruition. Secondly, we believe a stronger working relationship among the entrepreneur/management team and the Private Equity investors can make a vital contribution to an enterprise's success.
Term Sheet
On completion of the preliminary due diligence process, we discuss the broad terms of investment and sign a term sheet summarizing the principal terms of the investment.
Detailed Due Diligence
Post the term sheet, we undertake detailed business, financial and legal due diligence. The business due diligence comprises evaluation of the product/services, the management team and their background, technology (if any), market, competition, differentiators, financial plan and exit opportunities. We use reputed accounting and legal firms to do the financial and legal due diligence respectively. On a case-by-case basis, we engage external firms to do technical analysis. Our due diligence is aimed at not only giving us the comfort on the business and its operations but also to help the company and its management teams identify and rectify shortcomings, if any
Investment Decision
On satisfactory conclusion of the detailed due diligence exercise, we seek the final investment approval from our Investment Committee.
Legal Documentation & Disbursement
While completing the final decision making process, the legal agreements are drafted around the terms agreed in the Term Sheet. On confirmation of the Investment Decision, the documents are signed and funds transferred based on the cash flow requirements of the company.