Primary investments: build new relationships in the lower middle market

Key takeaways

  • It's a challenging time to be a private equity sponsor.
  • Interest rates are up, distributions are down, and new funds are remaining in market longer than their predecessors were just a couple of years ago.
  • The environment creates an opening for LPs to build new sponsor relationships in the lower middle market, where we believe many of the most promising opportunities reside today.

If private equity sponsors had the upper hand before interest rates started increasing in 2022, then relative strength has since shifted toward limited partners (LPs). LPs with capital to commit can seize the moment by building new relationships with proven—and formerly inaccessible—sponsors and then allocating into the uncertainty pervading today’s macroeconomic environment. We’re searching for interesting opportunities in the lower middle market, where leverage levels for many candidates are often substantially lower than they are for large-cap targets. Sponsors in this part of the market are accustomed to generating returns through means other than leverage and can really make a difference with thoughtful, skillfully executed add-on acquisitions to platform companies.

Take, for example, sponsors seeking founder-led buyout candidates. Founder-owned businesses are often capital constrained and often have been less willing or able to take risks in large-capacity expansions or add-on acquisitions. Private equity opens new possibilities. Given the smaller deal sizes, it’s easier to raise the debt capital for these transactions today since many lenders have backed away from larger buyouts.

Capital scarcity is affording some LPs new openings with coveted sponsors
Capital scarcity is affording some LPs new openings with coveted sponsors. This chart shows the steep decline in U.S. private equity fund-raising activity in 2023.
Source: PitchBook, September 30, 2023. LHS means the left-hand side y-axis; RHS means right.

A key for any buyer resides in finding a seller who cares about deal attributes beyond price alone. Founders typically seek trustworthy buyers who see the business not as a target, but a legacy to be honored, nurtured, and strengthened. The buyer can compete on non-price terms, and the seller can cash out completely or derisk and stay involved. Some sponsors prefer to invest in firms in which the founder retains an ownership stake and maintains an active role in the business as it prepares for transformational growth. That can also give founders a second bite of the apple: Retaining, say, 10% to 40% of the business allows the founding owner to benefit from the next exit—the proceeds of which can even exceed the founder’s proceeds from the initial buyout. Such an arrangement aligns the incentives of all the owners, both longstanding and new.

 

 

Investing involves risks, including the potential loss of principal. Financial markets are volatile and can fluctuate significantly in response to company, industry, political, regulatory, market, or economic developments. The information provided does not take into account the suitability, investment objectives, financial situation, or particular needs of any specific person.

All overviews and commentary are intended to be general in nature and for current interest. While helpful, these overviews are no substitute for professional tax, investment or legal advice. Clients and prospects should seek professional advice for their particular situation. Neither Manulife Investment Management, nor any of its affiliates or representatives (collectively “Manulife Investment Management”) is providing tax, investment or legal advice.

This material is intended for the exclusive use of recipients in jurisdictions who are allowed to receive the material under their applicable law. The opinions expressed are those of the author(s) and are subject to change without notice. Our investment teams may hold different views and make different investment decisions. These opinions may not necessarily reflect the views of Manulife Investment Management. The information and/or analysis contained in this material has been compiled or arrived at from sources believed to be reliable, but Manulife Investment Management does not make any representation as to their accuracy, correctness, usefulness, or completeness and does not accept liability for any loss arising from the use of the information and/or analysis contained. The information in this material may contain projections or other forward-looking statements regarding future events, targets, management discipline, or other expectations, and is only current as of the date indicated. The information in this document, including statements concerning financial market trends, are based on current market conditions, which will fluctuate and may be superseded by subsequent market events or for other reasons. Manulife Investment Management disclaims any responsibility to update such information.

Manulife Investment Management shall not assume any liability or responsibility for any direct or indirect loss or damage or any other consequence of any person acting or not acting in reliance on the information contained here. This material was prepared solely for informational purposes, does not constitute a recommendation, professional advice, an offer or an invitation by or on behalf of Manulife Investment Management to any person to buy or sell any security or adopt any investment approach, and is no indication of trading intent in any fund or account managed by Manulife Investment Management. No investment strategy or risk management technique can guarantee returns or eliminate risk in any market environment. Diversification or asset allocation doesn’t guarantee a profit or protect against the risk of loss in any market. Unless otherwise specified, all data is sourced from Manulife Investment Management. Past performance does not guarantee future results.

This material has not been reviewed by, and is not registered with, any securities or other regulatory authority, and may, where appropriate, be distributed by Manulife Investment Management and its subsidiaries and affiliates, which includes the John Hancock Investment Management brand. 
 
Manulife, Manulife Investment Management, Stylized M Design, and Manulife Investment Management & Stylized M Design are trademarks of The Manufacturers Life Insurance Company and are used by it, and by its affiliates under license.

3279969

Richard Tarr, CFA

Richard Tarr, CFA, 

Managing Director, Private Equity Funds

Manulife Investment Management

Read bio