4 Things You Need to Know About Private Equity Investors in Franchise Businesses This simple list should be at the root of every decision you make about building your brand until you decide to sell or bring in a private equity partner.
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Do you hope to someday bring on a private equity (PE) partner to accelerate your franchise business? If you're a franchisor, this simple list should be at the root of every decision you make going forward as you build your enterprise, from now until you're ready to sell or bring on a PE partner:
1. Private equity buyers want proof of franchise model quality, specifically strong unit-level economics and positive franchisee validation
This means to get top dollar, it's not enough to have a strong franchise value proposition for franchisees. You must track system metrics and show positive trends over time. Collect franchisee profit and loss statements from the beginning. Standardized point-of-sales systems can help collect unit-level performance information that buyers will want to see. Franchisee satisfaction surveys should be implemented. If franchisee feedback isn't strong, move quickly to address issues and communication gaps.
2. There must be additional evidence of brand momentum through new unit openings, same-store sales growth, significant open whitespace and other growth opportunities yet available
The operating model must be replicable, and there must be proof. For example, can you demonstrate that you open 100% of the units you sell? Are franchisees ramping to profitability within 18 months or fewer? That is much more valuable and important than selling a bunch of multi-unit licenses that never open. Do franchisees experience a solid cash-on-cash return? Buyers especially get excited when they see existing franchisees returning to buy new expansion units.
Private equity sponsors want to see strong growth potential within their own planned hold period. But they also want a terrific growth story for the next sponsor as well to command a good exit price. Franchise businesses can trade between private equity (PE) sponsors multiple times. Technically, this is called a "secondary buyout" (whether it's the second PE-to-PE transaction or the tenth). I prefer to think of it as the PE Profit Ladder. At each step, new sponsors need to see a compelling long-term growth story for the business to command premium enterprise value.
3. If No. 1 and No. 2 are missing or weak and if the evidence doesn't match the hype, PE quickly moves on
While you may be selling franchise licenses, that in and of itself doesn't make your business attractive. It validates that you're good at selling franchises, not that PE will find your company attractive. You may have even received (or paid for) flattering press coverage. Are you starting to believe your own press? Buyers may be calling you with effusive, "We'd love to talk about your business," messages. After basking in the warmth of some positive market attention and getting these phone calls, the transition to engaging seriously with a seasoned PE buyer who assesses your business with a swift, clinical eye can feel like suddenly walking into a freezer. Where did the love go?
4. This is where your franchisee-franchisor relationship karma will finally catch up to you
Your franchisees have tremendous power over your sale outcome. If that idea strikes fear into your heart, you know where your work begins. Call it "turnabout is fair play," "revenge of the franchisees" or whatever you like.
If you're a franchisor, your ability to sell your company to private equity at a high price with great terms depends on the quality of your relationship with your franchisees, strong return on investment for franchisees and the quality of operators you attract to your system. I've seen this collapse of the hype-machine dawn on sellers far too late. PE's brutally cool, fact-based assessment and the importance PE attaches to franchisee satisfaction, profitability and positive references about their franchise experiences can be jarring to some sellers. If you're used to acting independently as a founder, it can feel like turning in your high school math test and getting it back with a bunch of red pen mark-ups. Whatever attention you are, or are not, currently investing to ensure strong franchisee profitability, the market will one day hold you accountable.
Most PE sponsors want growth stories, not turnaround projects ripe with risk and headaches. Turnaround projects in franchising carry significant extra risks and uncertainties because of franchising's distributed ownership model. For many private equity investors, franchise turnarounds just aren't worth the effort within the available time or will only be considered at a steeply discounted price by specialist firms.
If you or your banker diligently advertise that your business is for sale and months pass with no deal, this well-meaning effort effectively spreads the word to the buyer community that you tried to sell the business but have no takers. This creates a negative impression that you will have to walk back if you decide to wait and go to market again later. It's like that house that didn't sell and is finally taken off the market. Two years later, prospective buyers watching the neighborhood see it listed again and remember that it didn't sell the first time around. They wonder, "What's wrong with that house? What's changed since the last time it was on the market?" If you land here, you need to hear the market feedback and make meaningful changes to improve the value proposition for franchisees.
You are much better off fixing your franchise model first and only going to market when you have something truly valuable to sell. Franchising is a brilliant wealth creation model that performs optimally when franchisees can create a rock-solid return on their investment. If you remain focused on promoting and growing unit-level profitability, you will build a truly valuable system that will stand up to PE buyer scrutiny.
Related: A Beginner's Guide to Private Equity