Restructuring the Hold

Establishing an effective partnership and achieving improved outcomes for investors and management teams during the hold cycle

Private equity represents a productive and fast-growing asset class—building businesses, creating jobs, and providing unlimited opportunity for investors and management teams alike, particularly if they know how to work together in candid and effective partnerships. Restructuring the Hold demonstrates how investors and managers can best work together to optimize company performance and the associated rewards and opportunities for everyone, not just the investors.

Through brief references to the parable of the Gramm Company, a middle market portfolio company, readers will follow the disappointments and triumphs of a management team experiencing their first hold period under private equity ownership, from the day they get purchased through the day they get sold. Restructuring the Hold provides the reader both general knowledge and more detailed better practices and frameworks relating to specific time periods during the hold. Within this book readers will find:

• An examination of a typical middle-market private equity hold period
• Guidance for newly acquired management teams on what to expect during the hold period
• Descriptions of better practice operating cadence between investors and management teams
• Examples of effective partnerships between investors and management teams
• Discussions of topics relevant to typical hold periods, including organizational structures, operations improvement, selling pipelines and acquisition integrations

With guidance from Restructuring the Hold, private equity principals and portfolio company executives can take steps toward greater collaboration and better outcomes. Through updated practices and strong relationships, they can partner effectively to improve portfolio company performance, which will lead to better outcomes for both investors and management teams.

List of Figures xi

Foreword xv

Preface xxi

About the Authors xxv

Acknowledgments xxix

Introduction 1

Core Audience 4

Organization of the Book 6

Chapter 1: Private Equity 9

The Asset Class 11

The Middle-Market 17

The Investment Cycle 22

The Motivation 24

Chapter 2: New Ownership 31

The Ideal Partnership 33

Anticipating Management Sentiment 36

Key Investment Period Roles 42

Operating Partner Involvement 49

Core Values 55

Chapter 3: Month 1: Consternation 59

Onboarding Together 62

Confirming Portco Leadership 69

Teaming Authentically 77

Overcoming Resistance 81

Chapter 4: Month 2: This Might Be Okay 87

Baselining the Investment Period 90

Reporting Monthly Financials 94

Starting with Momentum 97

Identifying Value Sources 101

Chapter 5: Month 3: Guarded Enthusiasm 113

Generating and Aggregating Ideas 116

Evaluating and Prioritizing Opportunities 122

Profiling and Planning Initiatives 127

Suspending Strategic Planning Formalities 137

Finalizing the Value Creation Plan 141

Chapter 6: Quarter 2: A Bit Overwhelmed 147

Ensuring Leadership Coverage 150

Organizing the Value Creation Team 159

Managing the Value Creation Program 162

Targeting, Tracking, and Triaging Value Creation 165

Chapter 7: Quarter 3: Gaining Momentum 173

Managing with Performance Indicators 176

Standardizing Operating Cadence 182

Incorporating the Board of Directors 189

Overcoming Bumps in the Road 195

Chapter 8: Quarter 4: Ringing the Bell 203

Confirming VCP Results 206

Rewarding Success 210

Planning Strategy Pragmatically 212

Integrating Plans and Budgets 216

Investment Period Outputs 227

Chapter 9: Year 2: Improving Infrastructure 229

Organizing Effectively 231

Operating Efficiently 238

Sourcing Strategically and Spending Economically 247

Financing Internally 256

Chapter 10: Year 3: Expanding Beyond 263

Optimizing Profitability 266

Pricing Intelligently 271

Pipelining Systematically 279

Integrating Pragmatically 286

Chapter 11: Year X: The Exit 297

Exit Timing 300

The Exit Process 302

Exit Preparation 305

Enjoying the Rewards 309

Chapter 12: Conclusion 313

References 317

Index 319

THOMAS C. ANDERSON is a long-time Operating Partner, Chairman, and Board Director, previously with The Riverside Company, a global investment firm focused on the middle-market. He currently works with companies in active Board roles to accelerate growth and prepare for successful transactions.

MARK G. HABNER is CEO of BeckWay Group, which he co-founded with Anderson as an operating company serving private equity and their portfolio companies, providing hands-on expertise to accelerate sustainable earnings growth.

The growth of private equity as an investment asset class has skyrocketed in recent years, and if you're not directly or indirectly involved in private equity now, there's a very good chance you soon will be. For many that's far from a comforting thought, particularly for those whose exposure to private equity is limited to the likes of Gordon "Greed is Good" Gekko from the 1987 chart-topping movie, Wall Street.

Yet, gone are the days where firms could buy companies cheaply, lever them up with debt, monitor loosely, and then sell at high exit multiples. Today it's all about the real and hard work of creating true and sustainable business value that benefits everyone-company management, employees, and investors alike.

In Restructuring the Hold: Optimizing Private Equity and Portfolio Company Partnerships, Anderson and Habner draw together their exceptional experience in middle-market private equity to illuminate how management teams and their private equity partners can collaborate for a successful and exciting investment period, characterized by individual development, team accomplishments, accelerated value creation, and outsized returns for all.

Restructuring the Hold walks the reader through a representative middle-market investment period and illustrates the tools and techniques that result in successfully optimizing value. It explains how to establish a collaborative partnership, enact an effective operating cadence, and ensure an evergreen value creation approach. By revealing what to expect, how to avoid pitfalls, where to find opportunity, and how to achieve accelerated results, Restructuring the Hold provides a clear and useful guide for anyone involved in the exciting world of private equity.

PRAISE FOR RESTRUCTURING THE HOLD

"Restructuring the Hold is a must-have for anyone involved in private equity, particularly portfolio company executives both new and veterans alike. Anderson and Habner present a proven and practical roadmap for leaders who recognize the value of uninhibited partnerships in achieving next-level results."
—John Sypek, CEO, Area Wide Protective

"Written by two successful private equity executives, Restructuring the Hold is a must-read for private equity principals and portfolio company executives who want not just to survive but thrive in the post-pandemic investment market!"
—Robert J. Bies, Professor of Management, McDonough School of Business, Georgetown University

"Anderson and Habner have lived the positive evolution of the operating role in private equity. Their insightful book serves as an actionable and practical guide to creating significant and lasting value throughout the investment hold period. A very worthwhile read!"
—Fred Crawford, Senior Vice Chairman and former CEO, AlixPartners LLP

"Restructuring the Hold is a best-practices roadmap for navigating the hold period and achieving the full value of strategic and operational improvement. This is an important and thought-provoking manual for anyone in the private equity space."
—Ben Gray, Managing Partner, BGH Capital; former Joint Managing Partner, TPG Asia

"Through hands-on experience and keen observation at scores of companies, the authors have captured what's at the heart of every successful deal—the partnership between the investing and operating pros at the private equity firm and the CEO and management team at the portfolio company."
—Stewart Kohl, Co-CEO, The Riverside Company