While large investment banks are essential for major transactions, mid-tier banks are often better partners for proactively sourcing carve-out opportunities. They typically have to hustle more for deals, resulting in deeper, more personal relationships within potential sellers, which can unlock the off-market conversations that larger banks might miss.
To de-risk carve-out acquisitions, sophisticated buyers should recommend the seller commission a sell-side Quality of Earnings (QofE) report before a preliminary bid is made. A seller's willingness to invest in a QofE signals their motivation, and the report provides a more reliable financial perimeter, reducing the risk of later surprises and renegotiations.
Companies are willing to pay a 150-200 basis point premium for private credit to gain a strategic partner who provides bespoke financing, governance, and expertise for complex needs like carve-outs. This partnership value proposition distinguishes it from transactional public markets.
The mid-market offers the best risk-reward by targeting profitable, regional leaders. This segment is less competitive and process-driven, allowing for better valuations and sourcing compared to the overcrowded large-cap space or the hit-or-miss venture capital scene.
Rather than competing in crowded auctions, elite private equity firms pursue a differentiated "executive new build" strategy. They partner with proven operators to build new companies from scratch to address a market need, creating proprietary deals that other firms cannot access.
To source proprietary hybrid capital deals, avoid the capital markets teams at PE firms, as their job is to minimize cost of capital. Instead, build relationships directly with individual deal partners in specific industries. This allows you to become a trusted, go-to provider for complex, time-sensitive situations where speed and certainty are valued over price.
In a world of commoditized capital, offering a full suite of solutions creates a competitive advantage. By providing fund investments, co-investments, secondary liquidity, and portfolio company debt, a firm becomes an indispensable strategic partner to PE sponsors, generating proprietary and superior deal flow.
Approaching a business unit head to acquire their division is like "inviting the turkey to Christmas." They will naturally be defensive about their role and business. The correct strategy for a proactive approach is to engage their superiors, who have a broader strategic perspective on whether the unit is core to the parent company.
Over 80% of TA's investments are proprietary deals with founders who aren't actively selling. Their strategy focuses on convincing profitable, growing businesses to partner to accelerate growth, framing the decision as "partner with us" versus "do nothing." This requires a long-term, relationship-based sourcing model.
The old investment banking model of mass-emailing a deal to many potential buyers is ineffective for media assets. Selling a media company now requires a custom, hands-on process targeting a handful of highly specific, strategic buyers, as the universe of potential acquirers has shrunk and their needs have changed.
The historical advantage of simply carving out a business that a corporation undervalued is gone. Increased competition and complexity mean that without a critical eye and deep expertise, carve-outs are now just as likely to fail as they are to succeed, with average returns declining over the last decade.