One of the most significant trends impacting M&A in the architecture and engineering (A/E) space is the growing role of private equity in transactions. What used to be the rare exception is becoming more and more common and, in many cases, for good reason. With growing capitalization pressures associated with internal ownership transition as well as a need for additional capital to fund growth objectives, more firms are finding a fit with private equity investment to create liquidity and facilitate ownership transition.
Compared to the traditional seller/doer/owner model that is the norm, the idea of external ownership is an abstract idea for many firm leaders, so get a lot of questions from A/E firm leaders about the mechanics of private equity. One of the most common questions relates to the investment horizon and what happens after that investment horizon. First off, just about every outside equity investor will have an exit strategy. That is, the idea is to get in (make the investment), take steps to create value of a certain time period (often through acquisitions and operational improvements), and then get out (the liquidity event) and create a return for the investors.
The time period from a typical initial investment to the liquidity event is usually somewhere on the order of three to seven years. What happens after this time period is most often one of the following:
1. Sale to a strategic buyer. A ‘strategic’ buyer would be an operating A/E firm interested in acquiring your firm. So, let’s say your firm grew from 200 people to 750 people during the private equity investment. Under this scenario, the firm might be acquired by a global industry player.
2. Sale to another financial buyer. This would be a sale to another private equity firm or external investor. Every private equity firm has a zone where they are most comfortable…when the firm gets to a point where the first investment firm feels they have gotten it as far as they can, another firm might see this as a good point to get in and take the firm to the next level.
3. Initial public offering. This isn’t very common in the A/E industry, but is always a possibility. That is, the private equity firm then takes XYZ Engineering public and realizes liquidity for their investment through that process.
In just about any private equity scenario, some ownership is left in the hands of the management team. So, while you wouldn’t be a controlling interest owner anymore, you would still be able to realize a ‘second bite at the apple’ when one of the above-mentioned exit scenarios takes place.
The most important realization in all of this is that there will be an investment horizon. Few external private equity investors will want their money tied up in the firm indefinitely and this can be a marked change in thinking for firm leaders used to viewing the business (and investment in it) from the ‘long haul’ perspective.
Join us at our A/E/C M&A Summit in Scottsdale, AZ December 12-13, 2023.
