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  • Writer's pictureGreg Tobben

Making the Most Out of the Independent Sponsor Model

Updated: Nov 28, 2018

For most independent sponsors, especially new ones, it’s helpful to get perspective

on how different groups have implemented the independent sponsor model and

learn what’s working for other groups and what’s not.

As advisors to this expanding group of investors, we speak regularly with both new

and long-time sponsors, as well as independent sponsor capital providers.

Here are 6 guidelines to help you get the most out of the independent sponsor model:

1) Acting like a funded private equity firm with discretionary capital is a

fruitless exercise. We see a lot of independent sponsors, particularly new

ones, who expect their deals will come from investment banking led auction


As an independent sponsor, unless there is a compelling strategic reason to

compete against funded private equity firms and strategic buyers, save your

time or choose your spots wisely –e.g., having an almost proprietary strategic

relationship or management capability to bring to the table, or, simply

revisiting an auction if it fails.

Remember, if you are the winning bidder in an auction, you’ll need to explain

to prospective capital partners why you believe an asset is worth more than

what other funded private equity firms and strategic buyers were willing to

pay. Every situation is different, but this argument usually doesn’t go over


2) There’s usually an inverse relationship between complexity and success. It’s hard enough articulating to capital partners why a particular acquisition target represents an attractive opportunity.

If you develop an excessively elaborate or theoretical growth strategy that

requires everything to go right, chances are that it will be challenging to

convince an institutional investor to follow.

That doesn’t mean that growth strategies can’t be dynamic or there’s no

room for creativity, but they should be practical, insightful and reasonably


3) Be disciplined about the acquisition targets you pursue, even if it means walking away from a deal. No one likes turning down an opportunity with a motivated seller, or even worse, walking away from a deal that you’ve invested a lot of time and money in, but to potential capital partners, maintaining a reasonable amount of discipline and not chasing subpar opportunities is a good indicator that you won’t take unnecessary risks with their money.

That’s not to say that you shouldn’t work like crazy to avoid, structure

around, or mitigate potential risk points when they present themselves, but a

good independent sponsor is able to objectively look at a deal and determine:

a) if it is a compelling opportunity that doesn’t require a small miracle to be

successful or require assuming too many unnecessary risks; and b) if there is

enough investor appetite so that there’s a reasonably good chance of being

able to raise the capital for the transaction. In other words, a good sponsor

can evaluate whether a deal is likely to get done and if there’s a good chance

of being successful.

4) Focus on adding value and success will follow. We can’t emphasize

enough how essential it is to focus on adding value as an independent


If you’re simply passing along an investment bank’s CIM without

putting much effort into the evaluation of the potential acquisition and

development of a growth strategy, you’ll generally be perceived by capital

partners as a glorified broker and compensated as such. For specific ways

independent sponsors add value, read our guide on Negotiating Better

5) The private capital markets are inefficient- be methodical about

selecting a capital partner. SBICs, alternative debt providers, private

equity firms and family offices each have different operating models and

behave differently- they do different types of deals, utilize different capital

structures, offer different independent sponsor compensation packages and

they evaluate/process transactions differently.

It is important to understand which capital providers make the best partners

for fundless sponsors, which ones are best suited for the situation and which

ones to avoid at all costs.

If you aren’t sure who the best partners are for your acquisition or you don’t

have enough bandwidth to simultaneously pursue and close deals and raise

sponsors can be a turn-key solution that helps you achieve better fundless

sponsor economics.

If you have the free time and enough relationships to run a capital raising

process yourself, be thoughtful about which firms you approach and how you

present the opportunity.

Whether you choose to hire an advisor or raise capital yourself, saying yes to

the first capital provider that agrees to fund the deal without qualifying them

as a good partner or determining what market economics are for a particular

situation can be a costly mistake. Remember, you’ll be partners with these

groups in the years ahead.

6) Sourcing compelling, proprietary acquisition opportunities is difficult

and takes time, but is the best way to succeed as a new independent

sponsor. Most sponsors would be well served if they spent the vast majority

of their time sourcing proprietary or opportunistic deals.

It’s definitely not the easiest or most linear path to generating deal flow, but

investing the time on the front end will pay off over time.

Don’t get discouraged if it takes a year or more to find the right

opportunities. Ultimately, buying good a good company, at a compelling

valuation will help make it easier to raise capital and put you in a better

position to create value after the transaction.


Save Time. Get More Deals Done. Get Better Independent Sponsor Economics.

For more information about the independent sponsor model or raising private equity as an independent sponsor, please email Greg Tobben ( with Access Capital Partners. | | |


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