Add-on Acquisitions Implications for Search Economics

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December 07, 2022

by an investor in New York, NY, USA

We are in the process of considering a platform acquisition, to pursue a roll-up strategy within a fragmented market. We are entering deal with very low debt, but it is likely that we will ultimately need to finance add-on acquisitions with some incremental equity contributions/ raises.

What is the best way to structure our equity carry and equity shares structure, to ensure we continue to get the same economics on incremental equity raised? If we were to do a preferred / common stock structure, how do we ensure that our common incentive shares are not fully diluted by incremental capital raises? If we were take 25% of the outstanding common stock at close, it seems like this would be materially diluted with a new equity raise (and difficult to add additional incentive shares at a point in the future),

Fully understand the initial deal close carry structures, but hadn't thought about implications for the evolution of the promote with incremental capital raises for acquisitive heavy operations. Seems like certain share class structures would be more optimal. Not an issue for committed funds, but maybe a wrinkle for deal-by-deal searchers & sponsors.

Thanks!

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Reply by an investor
from Massachusetts Institute of Technology in Boston, MA, USA
You'd create common equity in the same proportion as original split reflecting carry
commentor profile
Reply by a searcher
from Ivey Business School at Western University in Toronto, ON, Canada
following.
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