Deal by Deal: A Private Equity Podcast - podcast cover

Deal by Deal: A Private Equity Podcast

McGuireWoodswww.mcguirewoods.com
Welcome to Deal-by-Deal, a Podcast by McGuireWoods. Deal-by-Deal invites you to conversations with experienced independent sponsors and other private equity professionals. Join McGuireWoods partners Greg Hawver and Jeff Brooker as they explore middle-market Private Equity M&A to provide you with timely insights and relevant takeaways. McGuireWoods is a full-service firm providing legal and public affairs solutions to corporate, individual, and nonprofit clients worldwide for more than 200 years collectively. Our commitment to excellence in everything we do gives our clients a competitive edge in everything they do. Our law firm, over its 186-year history, has earned the loyalty of our many long-standing clients with a deep understanding of their businesses, and broad skills in corporate transactions, high-stakes disputes, and complex regulatory and compliance matters. To learn more about McGuireWoods or to contact us, please visit our website at mcguirewoods.com. This podcast was recorded and is being made available by McGuireWoods for informational purposes only. By accessing this podcast, you acknowledge that McGuireWoods makes no warranty, guarantee, or representation as to the accuracy or sufficiency of the information featured in the podcast. The views, information, or opinions expressed during this podcast series are solely those of the individuals involved and do not necessarily reflect those of McGuireWoods. This podcast should not be used as a substitute for competent legal advice from a licensed professional attorney in your state and should not be construed as an offer to make or consider any investment or course of action.

Episodes

Unlocking Value with Real Estate in M&A Transactions

"When you're doing a sale leaseback transaction, you're not really selling the bricks and the sticks. You're selling a cashflow stream that's backed by a good company," explains Luke Timmis of Signature Associates in this discussion with host Greg Hawver and his McGuireWoods’ colleague Phil Coover . Luke shares how sale leasebacks typically generate a 25-50% premium above appraised property value—unlocking significant capital for private equity firms. The panelists explore lease structures, term...

Apr 15, 202528 minEp. 33

Deal-Hunting During Mixed Economic Signals: Expert Insights

“In terms of the big three numbers – employment, inflation, and GDP growth – our baseline forecast is optimistic,” says Matt Wolf of RSM in this economic outlook discussion with host Greg Hawver . Matt points to a 4.2% unemployment rate, two-and-a-half point inflation, and 2.5% GDP growth. But he also observes that the uncertainty of tariffs is creating “paralysis” among operators and some investors. “There's just too many variables right now to try to game out any sort of meaningful investment,...

Mar 14, 202532 minEp. 32

Scaling a Buy-and-Build Platform

Host Greg Hawver interviews Chris Larson of Monroe Capital and Jeff Magny of Lincoln Road Global Management about their buy-and-build strategy in the commercial landscaping industry. Chris and Jeff describe how they work together to finance and execute these acquisitions, the key attributes they look for in a successful buy-and-build strategy, and their outlook for the independent sponsor market in the coming years. Connect and Learn More ☑️ Chris Larson | LinkedIn ☑️ Monroe Capital | LinkedIn |...

Feb 11, 202531 minEp. 31

Guiding Independent Sponsors on Carry Structures and Catch-Ups, with Grant Kornman

Grant Kornman , a partner at Align Collaborate , joins hosts Jeff Brooker and Jason Griffith for a primer on tiered carry structures and catch-ups in the private equity market. Grant shares insights about negotiating economics and governance terms, emphasizing the importance of aligning incentives and being a good steward of capital. He highlights the significance of valuations in determining hurdles and sharing percentages, as well as the need for sponsors to collaborate with investors for succ...

Jan 14, 202528 minEp. 30

Solving a Distressed Business’s Balance Sheet Problems with Robert Orr and Mark Freedlander

Host Greg Hawver welcomes his McGuireWoods colleague Mark Freedlander , head of the firm’s Restructuring & Insolvency Practice Group, and Robert Orr , principal at Sandton Capital Partners , to discuss their recent restructuring of a distressed healthcare business. The team took out the existing senior secured lender and allowed an out-of-court restructuring of the business and its capital structure. As Robert explains, they recognized that the company faced challenges – including unsustaina...

Dec 12, 202427 minEp. 29

2024 Independent Sponsor Deal Survey – More Deals, More Sophistication

Hosts Greg Hawver , Jeff Brooker , and Jason Griffith present the 2024 Independent Sponsor Deal Survey, a treasure trove of data compiled from more than 300 transactions by independent sponsors and capital partners. “One of the things that’s really changing in independent sponsor transactions is that the professionalism, the backgrounds of the folks, and the credentials just become better and better every year,” Jeff observes. “And that is resulting in more transaction volume, more sophisticated...

Nov 15, 202438 minEp. 28

LIVE FROM ISC2024: Anatomy of a Successful Independent Sponsor Deal with Oliver Patten and Parker Shields

Recording live from the Independent Sponsor Conference in Dallas, host Jason Griffith invites Oliver Patten and Parker Shields of Sherburne Partners to discuss their experience buying a packaging company. Oliver and Parker cover a range of topics, from stepping in as independent sponsors to building relationships to asking the management team “stupid” – but also thought-provoking - questions that they may not have considered for years. Connect and Learn More ☑️ Oliver Patten | LinkedIn ☑️ Parker...

Oct 31, 202429 minEp. 27

Navigating Governance and Rollover Equity in Independent Sponsor Deals with Mike Palm

Mike Palm of Charter Capital Partners discusses governance and seller rollover in independent sponsor deals with hosts Greg Hawver and Jason Griffith . Their conversation covers the importance of building trust and relationships with sponsors, aligning interests through rollover equity, and navigating board dynamics. Mike emphasizes the need for founder alignment, proactive communication, and trust in dealing with challenges such as performance issues and governance structures. He also suggests ...

Sep 30, 202425 minEp. 26

FTC’s Non-Compete Ban Overturned + Evolution of Non-Competes in M&A Deals

On this cross-over episode of Deal by Deal and The Corner Series, McGuireWoods’ partners Greg Hawver and Geoff Cockrell welcome labor and employment partner Meghaan Madriz to discuss recent headlines regarding the FTC’s proposed ban and the broader legal landscape for non-competes. Tune in as Meghaan breaks down the evolving enforceability of restrictive covenants, including non-competes tied to employment agreements, sales of businesses, and equity ownership. She also highlights trends in state...

Sep 12, 202429 minEp. 25

The Challenges of Independent Sponsorship with Jonny Miller and Mario Burstein of Platt Park Capital Partners

On this episode of Deal by Deal , co-hosts Jason Griffith and Trey Andrews welcome Jonny Miller and Mario Burstein of Platt Park Capital Partners to discuss their emergence into independent sponsorship. Tune in as Jonny and Mario discuss how Platt Park came to be, how they secured their first deal, and how they can apply what they learned in their first deal to future deals. Jonny and Mario talk about managing seller expectations, focusing on the process instead of aiming for perfection, and how...

Jun 24, 202424 minEp. 24

Developments in M&A Insurance Market with Matt Heinz of Lockton

Recently, the M&A market has cooled since it burned red-hot in the aftermath of Covid. What impact has the slowdown in M&A activity had on insurance products related to mergers and acquisitions? On this episode of Deal-by-Deal, host Greg Hawver is joined by Matt Heinz of Lockton to discuss developments in M&A insurance products. Specifically, Matt talks about why it’s actually a good time to be a buyer of rep and warranty insurance in M&A deals, how rep and warranty insurance pre...

May 30, 202420 minEp. 23

LIVE FROM EMC: Emerging Manager John Huhn of Compass Group Reflects on Journey from Independent Sponsor to Raising Multiple Funds

On this episode of Deal-by-Deal, host Greg Hawver is joined by John Huhn , Managing Partner at the Compass Group . Tune in as Greg and John discuss lessons learned during the Compass Group’s successful independent sponsor investing phase. John also provides key insights for those PE investors seeking to raise a committed fund in the current environment. Meet Your Guest Name: John Huhn Company: Compass Group Connect: LinkedIn Contact Connect with us on Facebook , Twitter , Instagram , YouTube . T...

Apr 25, 202423 minEp. 22

Secondary Transactions: Overview, Drivers, and Market Predictions with Darren O’Brien of Campbell Lutyens

On this episode of Deal-by-Deal, host Greg Hawver is joined by Darren O'Brien , Managing Director of Campbell Lutyens , the largest independent private capital advisory firm. Tune in as Greg and Darren discuss the hot topic of secondary transactions, a growing niche area. Starting with a high-level introduction to secondary transactions and the secondary market, Darren covers the distinction between LP-led and GP-led secondaries, continuation funds and why a sponsor might choose to pursue a cont...

Feb 27, 202422 minEp. 21

2024 Outlook for Founder-Owned Business/Middle Market M&A, with Investment Banker Derek Zacarias of DAK

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 ...

Jan 25, 202429 minEp. 20

How Heightened FTC Scrutiny Affects Roll-Up Strategy, with McGuireWoods’ Holden Brooks

In this episode of Deal-by-Deal , host Greg Hawver talks to fellow McGuireWoods partner Holden Brooks about antitrust considerations for private equity 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 deals valued above $111.4 million that also meet certain other criteria — and note that some add-on strategies and other deals below this threshold may be subject to investigation b...

Nov 07, 202328 minEp. 19

Navigating the Path to Raising a Committed Fund with McGuireWoods’ Rick Starling

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 o...

Oct 23, 202327 minEp. 18

New Factors to Consider in Due Diligence, With Kroll’s Cathleen Hughes

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. “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.” Gre...

Oct 16, 202330 minEp. 17

Banker’s View of the Current M&A Market, With Hector Torres of DC Advisory

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, especially involving the healthcare industry. 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 dea...

Jul 25, 202333 minEp. 16

Behind the Deal: Finding Success in the Independent Sponsor-Capital Provider Model

It takes nerves of steel to start a deal during COVID and exit it during the Silicon Valley Bank collapse, and today’s guests pulled it off. 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. Evan and Jonathan, who recently partnered on a successful transaction, take listeners on a deep dive into t...

May 25, 202334 minEp. 15

Big Developments in Noncompete Agreements and Investing in the Energy Sector

A proposed FTC rule will change how companies do business — and how law firms give advice for the foreseeable future. On this episode of the Deal-by-Deal podcast, host Greg Hawver invites guest Holden Brooks, a partner at McGuirewoods, to share insights on recent developments for noncompetes and restrictive covenants based on the recently proposed rules. The current review period will invite comments; challenges in federal courts are likely. If approved, companies will need to be in compliance w...

Jan 30, 202347 minEp. 14

Key Issues of an Equity Term Sheet, With Greg Hawver and Jeff Brooker (Pt. 2)

Join hosts Greg Hawver and Jeff Brooker for the second episode of a two-part series discussing critical issues and best practices for 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. Meet Your Hosts Name: Gregory Hawver Title: Partner at McGuireWoods Specialty: Greg represents private equity and stra...

Dec 08, 202234 minEp. 13

How to Craft an M&A Letter of Intent with Greg Hawver and Jeff Brooker (Pt. 1)

In this first episode of a two-part series, Deal-by-Deal podcast hosts Greg Hawver and Jeff Brooker discuss best practices for M&A deal letters of intent. Both hosts have seen deals tripped up by poorly crafted letters of intent. When buyers and sellers are unclear on what to include in an LOI, what is binding and what is not, and how to leverage exclusivity, deals can go sideways before they even get a chance. “It's a critical document, especially for independent sponsors,” explains Greg. “...

Oct 05, 202236 minEp. 12

Lenders as Partners, with Source Capital’s Joe Rodgers and McGuireWoods’ Brian Coughlan

There’s a secret on how to secure more — and better — deals as an independent sponsor: build relationships and trust with your lenders. This may seem fairly obvious, but the reality is as the market has become more concentrated with traditional private equity funds, we’re losing this important part of dealmaking. And as the market remains uncertain, those relationships are going to be crucial for survival as an independent sponsor. Approaching lenders as partners ensures a better outcome and est...

Aug 30, 202246 minEp. 11

Investor Introductions with McGuireWoods' Christian Berger

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 relationships and get in front of the right people is key to getting deals done. Christian Berger joins this episode of Deal-by-Deal to share how introductions play into business development and his approach to the process. “We [make introductions] to help our clients, prospective clients, and others in our n...

Jun 09, 202230 minEp. 10

The Evolution of Independent Sponsors with McGuireWoods’ Jon Finger

Independent sponsors have evolved to become a separate asset class offering value to the ecosystem within the realm of private equity. On this episode of Deal-by-Deal, hear McGuireWoods’ Jon Finger share his insights on the evolution of independent sponsorship and recent noteworthy developments. There have been larger deals, more hybrid structures, and an increased interest in first-time funds from within the independent sponsor space. With his experience in the independent sponsor space, Jon of...

May 05, 202232 minEp. 9

Control and Navigating Deals with McGuireWoods’ Anne Croteau and Alex Horn

There’s a lot that companies need to consider when deciding to pursue independent financial backing. The decisions companies make when striking deals almost always come back to control — a factor that has a significant impact on the future of the company. Depending on how much control the backer negotiates, different scenarios could lead to backers gaining significant veto rights, board control, or a total loss of management fees. The process is complex and involves many moving pieces. That’s wh...

Mar 07, 202235 minEp. 8

How to Approach RWI With Lockton’s Matt Heinz and Highlights From McGuireWoods’ 2021 Deal Survey

In this final episode of Deal by Deal for 2021, Matt Heinz, Partner & Co-Practice Leader, Transaction Liability at Lockton Companies, joins the podcast to share the outlook on representations and warranties insurance. As the fourth quarter of the year comes to a close, Matt has insights into how the robust M&A activity we’ve seen will impact the insurance market moving forward, as well as the challenges those in the industry are facing. “We've arrived at a scenario where we have more dem...

Dec 10, 202137 minEp. 7

Independent Sponsors in Healthcare with Archimedes Health Investors’ Harry Eichelberger

You could do very well in large-cap, private equity by consistently generating solid returns at scale and volume. It’s great for large institutions and PEs that have the time and resources to compete at slews of auctions and zoom through portfolio after portfolio to close deals, quarter after quarter. After years in this kind of environment, Harry Eichelberger of Archimedes Health Investors found independent sponsorship in physician provider services to be more exciting, more personalized, and m...

Oct 15, 202139 minEp. 6

Deals Outlook with McGuireWoods and Healthcare Insights from Independent Sponsors DuneGlass

The end of the COVID-19 pandemic seemed to be on the horizon until the Delta variant showed up, bringing with it the potential to shake up the deals market once again. As the end of the year approaches, dealmakers have to navigate the ongoing unknowns of the pandemic along with the other factors that are tightening the pressure valve on M&A this year. “I suspect this year is going to be just as tight [as last year], if not tighter,” Rebecca Brophy says on this episode of Deal by Deal, talkin...

Sep 15, 202147 minEp. 5

Independent Sponsor Tips From Pleasant Bay’s Scott Fisher; Preview Results of Our IS Deal Points Survey

Scott Fisher has been in the independent sponsor field for quite some time, and has learned a lot along the way. As the Managing Director at Pleasant Bay Capital Partners, a private equity firm focused on investing in lower-middle market companies in the healthcare, technology, business services, and industrial products & services sectors, he has helped bring value to both sellers and capital providers. “We think sellers value [our vertical focus]. We understand the sector they’re in, we und...

Jun 30, 202141 minEp. 4
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