A board's duty to maximize shareholder value is an expected value calculation. A $100B offer with a 75% chance of closing is valued at $75B, making an $80B offer with 100% certainty more attractive. Boards weigh financing and regulatory risks heavily against the headline price.

Before initiating contact, Prime Group's team conducts deep dives on target properties, researching rents, taxes, and other operational details. The goal is to understand the asset better than the owner. This level of preparation establishes credibility, demonstrates serious intent, and sets them apart from unsolicited, low-effort offers.

To remove friction from acquisitions, Prime Group goes beyond the transaction and helps sellers solve their next problem: what to do with the money. By hand-holding them through maximizing their sale proceeds, managing tax implications, and planning their next steps, they build deep trust and turn sellers into a referral source.

Rather than just submitting a bid, smart buyers proactively call the investment banker beforehand to frame their offer. This "working the refs" strategy helps manage the banker's expectations, gather intelligence, and avoid being dismissed, even if the initial bid is not the highest.

Private equity firms leverage industry advisors for more than just expertise. A crucial, often overlooked role is to provide sellers, particularly founders, with a sense of security. The advisor vouches for the PE firm's reputation and intentions, which can be critical in getting a deal over the line.

Go beyond standard performance-based earn-outs by structuring payments with 'kickers' that reward sellers for specific de-risking actions. For example, if there's high customer concentration, offer an additional payment for diversifying revenue away from the main client, aligning them with the buyer's risk mitigation goals.

While it seems counterintuitive, offering all cash instead of a mix of stock and earnouts can be cheaper for the buyer. Sellers heavily discount the value of stock and view earnouts as having little to no value. A clean, all-cash offer provides certainty, which is highly attractive to sellers and can lead them to accept a lower headline price than a complex, messy deal structure.

In San Francisco's real estate market, desirable properties attract huge bidding wars. The key to success isn't just having the highest price, but finding strategic advantages like off-market listings or properties with minor flaws that reduce the auction size.

A board's fiduciary duty is to maximize shareholder value, which is an expected value calculation (Offer Price x Probability of Closing). An $80B all-cash offer with 100% certainty is superior to a $100B offer with only a 75% chance of regulatory approval, as its expected value is higher ($80B vs. $75B).