BUY-SIDE & PRIVATE EQUITY

When a Buy-Side Partnership Makes Sense — and When It Doesn't

January 2025 7 min read

Not every business is a candidate for a private equity partnership. And not every owner who could pursue one should. The decision to partner with a buy-side group—whether private equity, a family office, or a strategic consolidator—requires honest assessment of business readiness, personal goals, and market timing.

This article outlines the factors that make a buy-side partnership appropriate—and the situations where it's not the right path.

When a Buy-Side Partnership Makes Sense

1. You Want Liquidity But Aren't Ready to Fully Exit

One of the most common reasons owners pursue PE partnerships is the desire to take meaningful chips off the table while remaining involved in the business.

If you've built significant enterprise value but:

  • Still enjoy running the business
  • Believe there's significant growth ahead
  • Want to de-risk your personal wealth without walking away

A PE recapitalization allows you to achieve partial liquidity (often 60–80% of equity value) while rolling a portion into the new structure and participating in future value creation.

2. Your Business Has Clear Growth Potential—But Needs Capital

Many founder-owned businesses reach a point where growth is constrained not by market opportunity, but by access to capital. Whether it's funding acquisitions, expanding geographically, investing in technology, or hiring senior talent, growth requires resources.

PE partnerships make sense when:

  • The business has proven product-market fit and strong unit economics
  • Growth is being limited by capital constraints, not operational issues
  • The owner has a clear vision for what growth capital would enable
  • The business is in a sector where PE actively invests (home services, healthcare, business services, etc.)

3. You're Operating in a Consolidating Industry

If your industry is actively being consolidated by private equity or strategic buyers, timing matters. Fragmented sectors like HVAC, plumbing, dental practices, veterinary clinics, senior care, and automotive services have seen significant PE investment over the past decade.

In consolidating markets:

  • PE-backed platforms are acquiring competitors at scale
  • Independent operators face increasing competitive pressure
  • Valuations for quality businesses are strong—but may not stay that way indefinitely
  • Being a "platform" (the first acquisition in a roll-up) often commands higher multiples than being a later add-on

Owners in these sectors who wait too long may find themselves competing against better-capitalized platforms or selling at lower multiples as add-ons rather than platforms.

4. You're Comfortable with Accountability and Structure

PE partnerships introduce governance, reporting cadence, and performance expectations. You'll have a board. You'll present quarterly results. You'll have defined growth targets.

This structure works well for owners who:

  • Thrive under clear expectations and measurable goals
  • Welcome strategic input and operational resources
  • See the value in professional governance and institutional discipline
  • Are confident in their ability to perform at a higher level with the right partner

If you view oversight as micromanagement rather than partnership, PE ownership may feel restrictive.

5. You Want Optionality for a Second Liquidity Event

PE partnerships offer the opportunity for a "second bite"—participating in future value creation through rolled equity. If you believe your business can grow significantly with PE resources, the upside from a second exit (when the PE firm sells 3–7 years later) can rival or exceed the initial transaction value. This path makes sense for operators who are willing to take continued risk in exchange for upside participation.

When a Buy-Side Partnership Doesn't Make Sense

1. You're Ready for a Full Exit

If you're burnt out, ready to retire, or simply want to move on to the next chapter, a PE partnership isn't the right path. Traditional exits—whether to strategic buyers, individual purchasers, or other financial buyers—offer full liquidity and a clean break. Don't pursue a partnership structure if your heart isn't in continued involvement.

2. Your Business Has Fundamental Operational Issues

PE doesn't fix broken businesses—it scales working ones. If your business has:

  • Declining revenue or margins
  • Customer concentration or churn issues
  • Key person dependencies (including you) without succession plans
  • Weak financial controls or reporting

You're not yet ready for PE. Fix the fundamentals first, or pursue a buyer who can integrate the business into an existing platform where those issues are less critical.

3. You Value Complete Autonomy Above All Else

If running your business without oversight, board approval, or performance expectations is non-negotiable, PE ownership will feel restrictive. Founder-operators who deeply value independence often struggle under PE structures—even well-run ones. This isn't a weakness; it's self-awareness. Know what you need to be fulfilled.

4. Your Business Is Too Small or Niche

Most PE firms have minimum EBITDA thresholds (typically $1M–$3M+ depending on the fund). If your business is below that threshold, you may be better suited for:

  • Individual buyers or entrepreneurial acquirers
  • Strategic acquisitions by larger competitors
  • Add-on acquisitions by existing PE-backed platforms

Similarly, highly specialized or niche businesses may not fit PE consolidation theses.

5. You're Unwilling to Accept Equity Risk

Equity rollover means you're taking continued risk. If the business underperforms or the PE firm can't execute a successful exit, your rollover equity may be worth less than projected—or nothing at all. If you need 100% liquidity certainty, a traditional exit is the safer path.

Cultural and Operational Fit Matters

Beyond financial and structural considerations, cultural fit is critical. PE firms vary widely in their approach: some are highly hands-on, others are more passive; some prioritize aggressive growth, others focus on operational efficiency; some bring deep industry expertise, others are generalist capital providers. The best partnerships are ones where the operator and the PE firm share a common vision for what the business can become—and how to get there. Misalignment on strategy, culture, or expectations is a recipe for frustration.

Final Thoughts

A buy-side partnership can be transformational for the right operator at the right time. It offers liquidity, growth capital, strategic resources, and the opportunity for continued value creation. But it's not a universal solution. Be honest about your readiness—operationally, financially, and personally. If the fit is right, a PE partnership can accelerate growth and create generational wealth. If the fit is wrong, it can be expensive, frustrating, and regrettable. Do the work upfront to ensure alignment.

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