When you say equity, I'm understanding it as you are also including control with it. Is it possible in this type of arrangement for the investor to have a majority of the equity, but not the control, e.g. as a limited partner or preferred stock? And what about buy-out arrangements, where as you make the business perform, you are allowed to buy out some or all of the investor's shares? I suppose it's whatever you and your investor/partner agree to, yea?
I would say that vastly depends on the type of deals and investors. If you buy a 5m company with some private investors' backing you are probably going to have a simple capital structure. If you shell out a billion to take a public company private and apply massive leverage you will end up with several layers of debt, perhaps mezzanine debt, warrants or preferred shares etc.
Generally speaking you have limited partners (your investors) and general partners. The general partners manage the partnership (the PE fund), they usually get a management fee, a performance fee and of course they will often put in a considerable amount of money themselves.
File:Leveraged Buyout Diagram.png - Wikipedia, the free encyclopedia
File
rivate Equity Fund Diagram.png - Wikipedia, the free encyclopedia
Now as soon as you deviate from this model it depends on you and your partners as to how the transaction and new ownership structure will be shaped.
I highly doubt that your equity investors will be happy with non-voting shares and an option for you to buy out their shares. Think about it: they take equity risk and thus they want to participate in the upside. Contrary to the lenders their money will go down the drain if its a bad investment.
And about your last point, having substantial equity yourself... what about other things? Like expertise, influence, or capability? It's not just money that you have to bring to the table, right?
Say for example you have something unique or valuable (like a software you wrote or have rights to) that will benefit the business greatly and you offer that as part of your contribution?
Sure. If you can demonstrate that you will enhance a target company's value in a sustainable way by x% through your network, your restructuring skills, proprietary technology that is of value to the investors.
I would also like to note that you don't have to have substantial equity to make a deal. In fact, the PE firms try to use as much other people's money as possible (limited partners and debt). Just don't expect to end up with a controlling equity interest if you dont put the money down. In the end it doesnt matter because you manage the fund, you get the board seats etc. You have control over the company and you and your investors combined own the equity.
What if you form a team that specifically does this? You and your team have the specialties, influence, and capabilities to go in and transform or boost a business and you work with investors to buy them, creating a portfolio of businesses. This obviously requires experience and reputation, which you could get with smaller businesses first. What do you all think?
I would say that's pretty much the definition of operations-oriented private equity firms.
Check out firms/investors like: Platinum Equity (in LA), Wilbur Ross (as an example of a distressed investor), or even the big ones like Bain Capital, HIG. Just search for Private Equity firms with an operational focus.
I would also recommend to read up on basically all the large PE houses (KKR, Blackstone, Permira, Carlyle, Apollo). Just be aware that a lot of what they do - and thus their returns - is based on financial engineering (read: leverage).
In that regard, I recommend reading Buffett:
“Leverage,†he said, “is the only way a smart guy can go broke … You do smart things, you eventually get very rich. If you do smart things and use leverage and you do one wrong thing along the way, it could wipe you out, because anything times zero is zero. But it’s reinforcing when the people around you are doing it successfully, you’re doing it successfully, and it’s a lot like Cinderella at the ball. The guys look better all the time, the music sounds better, it’s more and more fun, you think, ‘Why the hell should I leave at a quarter to 12? I’ll leave at two minutes to 12.’ But the trouble is, there are no clocks on the wall. And everybody thinks they’re going to leave at two minutes to 12.â€
That being said there are plenty of ways private equity/active ownership can contribute value.