Before Selling Your Company to a Private Equity Firm, Do a Reverse Due Diligence

Kelley Powell

Kelley W. Powell

Nov 2, 2020

Before Selling Your Company to a Private Equity Firm, Do a Reverse Due Diligence
Photo taken by Kaitlin Powell, Creative Principal at MacLaurin Group

The following is adapted from Courage to Lose Sight of Shore.

Imagine you’re selling your house. You know there are rooms in need of a coat of paint, but overall, it is in good shape. It should be the easiest sale in real estate history.

Then that first home inspection report comes through from a potential buyer and it is littered with problems. Now you are in defensive mode, trying to put a value on each item in order to see the transaction through.

Would it not have been nice to see that home inspection report before the buyer did — before you even began attracting potential buyers? Instead of being blindsided, you would have been able to correct the issues and control the narrative, which would help you yield a better price.

It’s the same when selling your company to a private equity firm. The buyer will perform a due diligence that could unearth potential problems. It’s far better for you to do a reverse due diligence on yourself to identify those issues ahead of time so that you can fix what you can and position what you can’t.

Fix What You Can

The most important reason to perform the reverse due diligence is to gain insight into the current state of your business and fix any potential deal breakers or issues that will significantly impact the sale price, the number of potential buyers you attract, or the type of buyer you attract.

Any number of fixable problems could come up through reverse due diligence.

One of the biggest is whether your finances are above board. It cannot just be that you, the founder, have been doing your books. Investors do not want to wade into messy waters like that. You need to make sure you have an accountant who has shored them up.

A less obvious problem that comes up often during my work involves the ownership of intellectual property rights. Especially in technology, founders sometimes contract consultants to advise them (to build out critical infrastructure). If they failed to be explicit with the contract when they had a product built out, there is a chance they do not fully own the intellectual property (commonly referred to as simply “IP”).

Some firms might have expertise in this and be willing to work through it, but others may consider it a deal-breaker. When you figure this out in advance, you can either fix the problem or allow firms to self-select based on their willingness to address the issue.

Position What You Can’t Fix

Sometimes you have problems you just cannot fix, but you still must disclose them to potential partners. Remember: if you don’t disclose them, the buyer will still find out anyway when they do their own due diligence.

Author and CoolSys CEO, Adam Coffey, points out that doing your own research in advance allows you to shape the story, giving you more control over your company’s narrative as you go on the market. As long as you are aware of the issue, you can choose how you position it.

Coffey further says, “Don’t just look at the money private equity brings to the table. Money is not operators. You want operators to help you.”

You already know there is something you need supported. Why else would you be seeking a private equity partnership? Those things you can’t fix are exactly where a private equity firm’s expertise can be beneficial. The better you understand your own limitations, the more likely you will be to pick the right partner.

No one is expecting your company to be perfect, so lead with your problems. Private equity firms want to hear about what you cannot do, and find out if it is something they can do for you. They’re not afraid of getting their hands dirty, but they need to know how to support you.

Your weaknesses, properly positioned, may even be a key reason why they want you. For instance, what you might consider a “weak marketing team,” they could consider an area for growth and therefore return on investment. And maybe marketing is their specialty, making them a great match for your company.

Hide Nothing

The key to a good private equity partnership is all about relationships. How you interact with the buyer prior to a transaction is a litmus test for how you will engage post-transaction. Therefore, you and your team should be genuine which illustrates the sort of partner you will be long term.

In the past, I have seen private equity firms walk away from deals because they got a feeling that the people they were interacting with prior to the transaction were not being open or honest. In every email, phone call, and meeting, they are assessing the people in front of them and asking themselves, “Is this someone I can trust as we grow this company?”

In short, it is vitally important that you do not hide anything or misrepresent something that will come out later. All that will do is undermine the deal.

By doing a reverse due diligence, you don’t need to hide anything. You can fix potential deal breakers ahead of time and position any remaining issues in a way that helps to build a great partnership.

For more advice on reverse due diligence and private equity partnerships, you can find Courage to Lose Sight of Shore on Amazon.

Kelley W. Powell is CEO and partner of MacLaurin Group, a company providing technology operating partner services to portfolios of private equity companies. Supporting companies in growth and M&A activities, Kelley brings a unique experience from founder-led organization to multiple private equity-led cycles. Kelley is an avid mentor, angel investor, and chairwoman for the da Vinci Center for Innovation Angels Advisory Board at VCU. She’s also a board member of the Richmond chapter of the Association for Corporate Growth, and in 2020 was appointed by Governor Northam to serve as a member of the Virginia Council on Women.