Deal-by-Deal

Ongoing Series

Podcast

Deal-By-Deal: An Independent Sponsor Podcast

“Deal-by-Deal,” a McGuireWoods podcast, explores all aspects of private equity deal-making in the middle-market and lower-middle-market, with an emphasis on the independent sponsor model. Podcasts also are available on iTunes and Spotify.

Episode 20: January 25, 2024

On this episode of Deal-by-Deal, host Greg Hawver is joined by investment banker Derek Zacarias from DAK. Together, they explore what the next 12 months may hold for M&A relating to founder-owned businesses, private equity-backed transactions and the broader middle market. This engaging discussion explores the macroeconomic trends as well as more intricate strategies and emerging themes anticipated to play a pivotal role in the coming year.

Greg and Derek also reflect on 2023, a year that saw relatively subdued M&A activity in the middle market. Finally, Derek offers valuable insights on approaches that can lead independent sponsors and other private equity professionals to success in navigating auctions and seizing M&A opportunities throughout 2024.


Episode 19: November 7, 2023

On this episode of Deal-by-Deal, host Greg Hawver talks to fellow McGuireWoods partner Holden Brooks about antitrust considerations for private equity investors investors in the middle market (and, interestingly, the lower middle market).

They begin by discussing the Hart-Scott-Rodino Act, which requires pre-close filings for certain deals valued above $111.4 million — and note that some add-on strategies and other deals below this threshold may be subject to investigation by the Federal Trade Commission or Department of Justice if there are antitrust concerns.

Hawver and Brooks also discuss FTC v. U.S. Anesthesia Partners and Welsh Carson, a lawsuit that highlights the importance of assessing one’s own acquisition conduct, being precise and accurate in communications and documents, and involving antitrust counsel in the pipeline stage of deals.


Episode 18: October 23, 2023

On this episode of Deal-by-Deal, host Greg Hawver and fellow McGuireWoods partner, fund formation lawyer Rick Starling, discuss considerations and alternatives to raising a committed fund, analyze what’s going on in today’s market, and share insights on the phases of raising a fund.

The episode also explores fund structures such as the “proof of concept fund” for emerging managers, highlights key differences between traditional fund economics and deal-by-deal economics, and briefly discusses operational shifts such as building out the back office and investment adviser registration.


Episode 17: October 16, 2023

On this episode of Deal-By-Deal, host Greg Hawver is joined by Cathleen Hughes, Kroll’s director of corporate finance and restructuring, for a deep dive into due diligence, including M&A transactions and post-closing.

Risks associated with M&A deals have evolved, Cathleen noted. “And these risks include those that can be discovered pre-transaction as well as risks that may not exist at the outset, but can require some continual monitoring post-close in order to mitigate the emergence of such risks.”

Greg and Cathleen discuss how the due diligence process guides the successful completion of a deal and emphasize the importance of addressing the post-closing aspects of due diligence, which can be overlooked as investors move on to new deals. Cathleen also provides insights on due diligence categories that are often overlooked but very impactful. These include background checks, corporate culture, cyber risk and digital chatter.


Episode 16: July 25, 2023

On this episode of Deal-By-Deal, host Greg Hawver is joined by investment banker Hector Torres, managing director of DC Advisory’s global healthcare team, for a discussion on the “new normal” in the M&A market.

Hector explains that, while market activity is starting to level out from the torrent of transactions in the second half of 2021, the lower middle market and middle market are still thriving. Flexibility is now the hallmark of successful deals, with parties increasingly creating bespoke processes to better meet their goals. Hector also provides guidance to independent sponsors and other private equity buyers seeking to win actionable deals in the current environment.


Episode 15: May 25, 2023

On this episode of Deal-by-Deal, host Greg Hawver is joined by Evan Gallinson of Merit Capital Partners and Jonathan Schilowitz of MFG Partners to present a case study of a successful relationship between an independent sponsor and a capital provider.


Episode 14: January 30, 2023

Join host Greg Hawver to learn more about two timely topics in the private equity space. In this episode of Deal-by-Deal, you’ll hear McGuireWoods antitrust partner Holden Brooks explain the Federal Trade Commission’s proposed new rules for noncompete agreements, followed by transaction partners Brian Kelly, Eddy Daniels and Tom DeSplinter offering insights on investing in the energy industry.


Episode 13: December 8, 2022

Join hosts Greg Hawver and Jeff Brooker for the second episode of a two-part series discussing critical issues and best practices for equity term sheets. This episode focuses on the equity term sheet between the independent sponsor and the equity capital provider. Learn about common pitfalls, what to keep in mind when negotiating terms and how to ensure alignment of investor interests.


Episode 12: October 4, 2022

When buyers and sellers are unclear on what to include in a letter of intent (LOI) — what is binding and what is not, and how to leverage exclusivity — deals can go sideways.

Join hosts Greg Hawver and Jeff Brooker in the first episode of a two-part series as they discuss best practices for M&A deal letters of intent. Gain insight on how to balance desire for exclusivity and what key terms to address to avoid miscommunication.


Episode 11: August 25, 2022

There’s a secret to securing more — and better — deals as an independent sponsor: Build relationships and trust with your lenders. As the market becomes more concentrated with traditional private equity funds, relationships are more crucial than ever.

In this episode of Deal-by-Deal, host Jeff Brooker is joined by Source Capital managing director Joe Rodgers and McGuireWoods partner Brian Coughlan to discuss how to approach debt lenders and how to get the most out of those deals. They also explore the state of the current lending market, and how independent sponsors should approach deals in a time of uncertainty.  


Episode 10: June 9, 2022

Facilitating introductions between independent sponsors and capital partners who can fund their deals is the first step in a successful M&A scenario. Knowing how to efficiently leverage those relationships is key to getting deals done.

McGuireWoods senior advisor Christian Berger joins host Greg Hawver to share how introductions play into business development. Hear Christian’s insights and learn what a capital firm considers a strong idea.


Episode 9: May 5, 2022

On this episode of Deal-by-Deal, McGuireWoods partner Jon Finger joins host Jeff Brooker to share his insights on the evolution of independent sponsors and recent noteworthy developments, including increased development into first-time fund managers.

Tune in as Jon and Jeff discuss the key steps independent sponsors should anticipate when raising a first-time fund and what to consider when it comes to their current deals.


Episode 8: March 7, 2022

The decisions companies make when striking deals almost always come back to control — a factor that has a significant impact on the future of companies. Depending on how much control backers negotiate, different scenarios could lead to backers gaining significant veto rights, board control or a total loss of management fees.

On this episode of Deal-by-Deal, host and partner Jeff Brooker is joined by McGuireWoods partners Anne Croteau and Alex Horn as they walk through what to consider when discussing independent sponsor deals and what’s at stake.


Episode 7: December 10, 2021

Reps and warranties insurance has become commonplace in the transactional landscape as a significant tool relied upon by dealmakers. In this episode, host Greg Hawver is joined by Matt Heinz, partner and co-practice leader in Lockton Companies’ Transaction Liability Practice, to explore the current state of RWI and challenges facing those transacting deals under $75 million. Matt shares his tips and what to expect in Q1 2022.

Later in the episode, hear excerpts from McGuireWoods’ presentation during our October Independent Sponsor Conference, analyzing the results of our 2021 deal survey with respect to closing and management fees.


Episode 6: October 15, 2021

The demand has never been greater for fully invested, sustainable healthcare. Considering the events of the past year and a half, the healthcare industry is more relevant than ever. For Archimedes Healthcare Investors founder and managing partner Harry Eichelberger, independent sponsorship for healthcare is exciting and ripe with opportunity.

Join host Rebecca Brophy, McGuireWoods partner Holly Buckley and Harry as they discuss business models, alignment and the sweet-spot of healthcare investment. Hear Harry discuss the transition from private equity to independent sponsorship and what it means to be nimble. Gain insight as Holly and Harry share what they believe to be the investment areas poised to grow.


Episode 5: September 15, 2021

Deal activity in 2021 continues at an unprecedented clip. Join hosts Greg HawverJeff Brooker and Rebecca Brophy as they discuss activity heading into the fourth quarter and how to navigate the uncertainties tightening the pressure valve on M&A middle market.

In the second half of this episode, Greg is joined by McGuireWoods partner Tom DeSplinter and DuneGlass managing partners Ryan Graham and Daniel Hosler. Learn why Ryan and Daniel made the switch to independent sponsor from private equity. Hear what they’ve learned along the way as they discuss the benefits of the independent sponsor model and share insights on healthcare investment opportunities.


Episode 4: June 30, 2021

In Episode 4, host Jeff Brooker is joined by Pleasant Bay Capital Partners managing director Scott Fisher. Tune in as Scott shares tips for fledgling independent sponsors, including strategies for cultivating relationships, the pros and cons of doing deals with multiple capital providers and the importance of carving out a personal niche as an independent sponsor.

In the second half of the episode, host Greg Hawver joins Jeff to provide a sneak peek of the much-awaited results of McGuireWoods’ independent sponsor deal survey for transactions completed in 2018 – 2020.


Episode 3: April 26, 2021

On this episode of Deal-by-Deal, John Huhn, managing partner at Compass Group Equity Partners, talks to host Rebecca Brophy and McGuireWoods partner Jon Finger about how he got involved with the independent sponsor model and where he thinks the model is headed.

John also discusses why it’s important for independent sponsors to be clear on their preferred role in an investment partnership and how independent sponsors have the opportunity to shape and improve businesses over time. John shares his approach to finding deals, how to identify the right capital partners and the work needed to help establish trust.


Episode 2: March 30, 2021

On this episode of Deal-by-Deal, host Greg Hawver is joined by McGuireWoods partner Richard Grant and Columbia River Partners’ Pooneet Goel and Nathan Chandrasekaran who share insights regarding closing complex M&A transactions and driving growth post-closing.

The second half of the episode features Brad Harrop of Capstone Headwaters and McGuireWoods’ Brian Coughlan talking in-depth about the current state of credit markets for middle-market M&A transactions, including specific trends and deal terms.


Episode 1: February 16, 2021

In this inaugural episode, McGuireWoods partners Greg Hawver, Rebecca Brophy and Jeff Brooker share the three components of a conventional independent sponsor deal and how to account for carried interest.

Following a spirited conversation of war stories and lessons learned while working on middle-market private equity M&A at the ground level, McGuireWoods partner Bryan Bylica joins Greg to discuss additional expansions of the Paycheck Protection Program. They examine different aspects of the program, including the scope of who can apply, decreased incentives for banks and its biggest pitfall.


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