Deal by Deal: A Private Equity Podcast

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 that early engagement with capital providers, transparency in decision-making, and fostering a collaborative approach can achieve successful outcomes in private equity transactions.

☑️ Mike Palm | LinkedIn | Email

☑️ Charter Capital Partners | LinkedIn

☑️ McGuireWoods | LinkedIn | Facebook | Instagram |  X

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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.

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-specific legislation and shares insights from her experience litigating these issues. The conversation covers how businesses can use alternative tools, such as deferred compensation or retention bonuses, to retain employees amidst increasing scrutiny of non-competes.

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 to make the transition from an acquisition to running the day-to-day operations of an acquired company.

☑️ Jonny Miller | LinkedIn

☑️ Mario Burstein | LinkedIn

☑️ Platt Park Capital Partners

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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.

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 premiums are now (compared to 2021), and the various aspects of M&A deals that can be insured.

Tune in as Greg and Matt bring you up to speed on transaction insurance in the current M&A environment!

Name: Mathew Heinz

Company: Lockton | LinkedIn | Facebook | Instagram | Twitter/X | YouTube | Vimeo

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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.

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.

Name: John Huhn

Company: Compass Group

Connect: LinkedIn

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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.

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 continuation vehicle, how valuations are calculated, market drivers, what to expect going forward, and next steps for interested investors.

Name: Darren O'Brien

Company: Campbell Lutyens

Connect: LinkedIn

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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.

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 saw relatively subdued M&A activity in the middle market. Finally, Derek offers valuable insights on approaches that can lead independent sponsors and other private equity professionals to success in navigating auctions and seizing M&A opportunities throughout 2024.

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 by the Federal Trade Commission or Department of Justice if there are antitrust concerns.

Hawver and Brooks also discuss FTC v. U.S. Anesthesia Partners and Welsh Carson a lawsuit that highlights the importance of assessing one's own acquisition conduct, being precise and accurate in communications and documents, and involving antitrust counsel in the pipeline stage of deals.

Name: Holden Brooks

Title: Partner, McGuireWoods

Speciality:  Holden is a partner in the firm’s Antitrust, Trade and Commercial Litigation Department, where her practice focuses on mergers, complex litigation, civil and criminal enforcement, and counseling across several industries with significant experience in the area of healthcare.

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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.

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 operational shifts such as building out the back office and investment adviser registration.

Name: Rick Starling

Title: Partner, McGuireWoods

Speciality: Rick is a fund formation lawyer with over 20 years of experience representing investment managers in the establishment of private funds and related products and representing institutional investors with respect to alternative investments.

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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.

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.”

Greg and Cathleen discuss how the due diligence process guides the successful completion of a deal. It can be divided into various phases including initial structuring diligence and confirmatory diligence. They also emphasize the importance of addressing the post-closing aspects of due diligence, which can be overlooked as investors move on to new deals. 

Cathleen also provides insights on due diligence categories that are often overlooked but very impactful. These include background checks, corporate culture, cyber risk, and digital chatter. 

Name: Cathleen Hughes

Title: Director, Corporate Finance and Restructuring at Kroll

Speciality: Cathleen is a director in Kroll’s Corporate Finance group, based in Chicago. She brings more than 20 years of experience to her work in M&A with a focus on financial sponsor coverage.

Connect: LinkedIn

Top takeaways from this episode 

• Make the most of financial and accounting due diligence in M&A deals. Conduct a quality of earnings assessment prior to the transaction with a thorough corporate structure analysis.
• There are new due diligence options to consider. Consider background checks and investigations in diligence, especially for deals involving new markets or new-to-you categories.
• Consider digital chatter an early warning indicator. Monitoring online discussions and activities across various web platforms can provide insights into emerging risks before they materialize.

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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.